INDEPENDENT BANK CORP - Quarter Report: 2016 September (Form 10-Q)

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

___________________________________________________

FORM 10-Q

___________________________________________________

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2016

Commission File Number: 1-9047

___________________________________________________

Independent Bank Corp.

(Exact name of registrant as specified in its charter)

___________________________________________________



Massachusetts	04-2870273
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

Office Address: 2036 Washington Street, Hanover Massachusetts 02339

Mailing Address: 288 Union Street, Rockland, Massachusetts 02370

(Address of principal executive offices, including zip code)

(781) 878-6100

(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.



Large Accelerated Filer	x	Accelerated Filer	o

Non-accelerated Filer	o	Smaller Reporting Company	o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x

As of November 1, 2016, there were 26,329,185 shares of the issuer’s common stock outstanding, par value $0.01 per share.

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	PAGE
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements (unaudited)
Consolidated Balance Sheets - September 30, 2016 and December 31, 2015	4
Consolidated Statements of Income - Three and nine months ended September 30, 2016 and 2015	6
Consolidated Statements of Comprehensive Income -Three and nine months ended Sept. 30, 2016 and 2015	7
Consolidated Statements of Stockholders’ Equity - Nine months ended September 30, 2016 and 2015	8
Consolidated Statements of Cash Flows - Nine months ended September 30, 2016 and 2015	9

Notes to Consolidated Financial Statements - September 30, 2016

Note 1 - Basis of Presentation	11
Note 2 - Recent Accounting Standards Updates	11
Note 3 - Securities	14
Note 4 - Loans, Allowance for Loan Losses, and Credit Quality	18
Note 5 - Earnings Per Share	30
Note 6 - Stock Based Compensation	31
Note 7 - Repurchase Agreements	31
Note 8 - Derivative and Hedging Activities	32
Note 9 - Balance Sheet Offsetting	36
Note 10 - Fair Value Measurements	37
Note 11 - Comprehensive Income (Loss)	45
Note 12 - Commitments and Contingencies	46
Note 13 - Low Income Housing Project Investments	47
Note 14 - Subsequent Event	49

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	49
Table 1 - Closed Residential Real Estate Loans	59
Table 2 - Residential Mortgage Loan Sales	59
Table 3 - Mortgage Servicing Asset	60
Table 4 - Nonperforming Assets	64
Table 5 - Activity in Nonperforming Assets	65
Table 6 - Troubled Debt Restructurings	65
Table 7 - Activity in Troubled Debt Restructurings	66
Table 8 - Interest Income - Nonaccrual Loans and Troubled Debt Restructurings	66
Table 9 - Summary of Changes in the Allowance for Loan Losses	68
Table 10 - Summary of Allocation of the Allowance for Loan Losses	69
Table 11 - Borrowings	70
Table 12 - Company and Bank’s Capital Amounts and Ratios	71
Table 13 - Summary of Results of Operations	73
Table 14 - Average Balance, Interest Earned/Paid & Average Yields Quarter-to-Date	74
Table 15 - Average Balance, Interest Earned/Paid & Average Yields Year-to-Date	76

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Table 16 - Volume Rate Analysis	78
Table 17 - Noninterest Income - Three and Nine Months Ended	81
Table 18 - Noninterest Expense - Three and Nine Months Ended	82
Table 19 - Tax Provision and Applicable Tax Rates	84
Table 20 - New Markets Tax Credit Recognition Schedule	84
Table 21 - Interest Rate Sensitivity	86
Table 22 - Sources of Liquidity	88



Item 3. Quantitative and Qualitative Disclosures About Market Risk	88
Item 4. Controls and Procedures	89

PART II. OTHER INFORMATION	89
Item 1. Legal Proceedings	89
Item 1A. Risk Factors	89
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	89
Item 3. Defaults Upon Senior Securities	89
Item 4. Mine Safety Disclosures	89
Item 5. Other Information	89
Item 6. Exhibits	90
Signatures	91

Exhibit 31.1 – Certification 302
Exhibit 31.2 – Certification 302
Exhibit 32.1 – Certification 906
Exhibit 32.2 – Certification 906

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PART 1. FINANCIAL INFORMATION

Item 1. Financial Statements

INDEPENDENT BANK CORP.

CONSOLIDATED BALANCE SHEETS

(Unaudited—Dollars in thousands, except share data)



	September 30, 2016			December 31 2015
Assets
Cash and due from banks	$	92,185		$	84,813
Interest-earning deposits with banks	265,618			190,952
Securities
Securities - trading	809			356
Securities - available for sale	387,008			367,249
Securities - held to maturity (fair value $441,834 and $478,749)	430,763			477,507
Total securities	818,580			845,112
Loans held for sale (at fair value)	13,334			5,990
Loans
Commercial and industrial	857,713			843,276
Commercial real estate	2,787,660			2,653,434
Commercial construction	376,245			373,368
Small business	115,054			96,246
Residential real estate	632,685			638,606
Home equity - first position	559,867			543,092
Home equity - subordinate positions	405,245			384,711
Other consumer	11,664			14,988
Total loans	5,746,133			5,547,721
Less: allowance for loan losses	(58,205		)	(55,825		)
Net loans	5,687,928			5,491,896
Federal Home Loan Bank stock	11,304			14,431
Bank premises and equipment, net	76,429			75,663
Goodwill	201,083			201,083
Other intangible assets	9,751			11,826
Cash surrender value of life insurance policies	137,723			134,627
Other real estate owned and other foreclosed assets	1,798			2,159
Other assets	186,276			150,917
Total assets	$	7,502,009		$	7,209,469
Liabilities and Stockholders' Equity
Deposits
Demand deposits	2,024,235			1,846,593
Savings and interest checking accounts	2,417,195			2,370,141
Money market	1,198,959			1,089,139
Time certificates of deposit of $100,000 and over	257,638			274,701
Other time certificates of deposits	371,433			410,129
Total deposits	6,269,460			5,990,703
Borrowings
Federal Home Loan Bank borrowings	50,826			102,080
Customer repurchase agreements and other short-term borrowings	140,914			133,958

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Junior subordinated debentures (less unamortized debt issuance costs of $141 and $158)	73,157			73,306
Subordinated debentures (less unamortized debt issuance costs of $376 and $411)	34,624			34,589
Total borrowings	299,521			343,933
Other liabilities	114,786			103,370
Total liabilities	6,683,767			6,438,006
Commitments and contingencies
Stockholders' equity
Preferred stock, $.01 par value. authorized: 1,000,000 shares, outstanding: none	—			—
Common stock, $.01 par value. authorized: 75,000,000 shares, issued and outstanding: 26,320,467 shares at September 30, 2016 and 26,236,352 shares at December 31, 2015 (includes 212,673 and 230,900 shares of unvested participating restricted stock awards, respectively)	261			260
Shares held in rabbi trust at cost: 169,075 shares at September 30, 2016 and 173,378 shares at December 31, 2015	(4,199		)	(3,958		)
Deferred compensation and other retirement benefit obligations	4,199			3,958
Additional paid in capital	409,731			405,486
Retained earnings	404,750			368,169
Accumulated other comprehensive income (loss), net of tax	3,500			(2,452		)
Total stockholders’ equity	818,242			771,463
Total liabilities and stockholders' equity	$	7,502,009		$	7,209,469

The accompanying condensed notes are an integral part of these unaudited consolidated financial statements.

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INDEPENDENT BANK CORP.

CONSOLIDATED STATEMENTS OF INCOME

(Unaudited—Dollars in thousands, except share and per share data)



	Three Months Ended				Nine Months Ended
	September 30				September 30
	2016		2015		2016		2015
Interest income
Interest and fees on loans	$	56,778	$	54,557	$	166,683	$	160,261
Taxable interest and dividends on securities	5,034		5,455		15,500		14,934
Nontaxable interest and dividends on securities	28		31		89		95
Interest on loans held for sale	81		64		170		173
Interest on federal funds sold and short-term investments	387		121		767		212
Total interest and dividend income	62,308		60,228		183,209		175,675
Interest expense
Interest on deposits	2,733		2,951		8,339		8,636
Interest on borrowings	1,907		2,232		5,778		6,997
Total interest expense	4,640		5,183		14,117		15,633
Net interest income	57,668		55,045		169,092		160,042
Provision for loan losses	950		800		2,075		1,000
Net interest income after provision for loan losses	56,718		54,245		167,017		159,042
Noninterest income
Deposit account fees	4,622		4,754		13,563		13,385
Interchange and ATM fees	4,190		3,949		12,050		10,817
Investment management	5,446		4,981		16,183		15,616
Mortgage banking income	1,963		1,480		4,458		3,832
Gain on sale of equity securities	—		—		5		19
Gain on sale of fixed income securities	—		—		—		798
Increase in cash surrender value of life insurance policies	984		958		2,980		2,685
Loan level derivative income	810		968		4,627		2,816
Other noninterest income	2,401		2,157		6,800		6,096
Total noninterest income	20,416		19,247		60,666		56,064
Noninterest expenses
Salaries and employee benefits	27,395		26,685		81,561		78,291
Occupancy and equipment expenses	5,433		5,443		16,927		17,509
Data processing and facilities management	1,400		1,112		3,831		3,462
FDIC assessment	725		1,020		2,655		2,993
Advertising expense	1,654		1,414		4,134		4,101
Consulting expense	770		867		2,235		2,451
Legal fees	321		746		1,132		1,462
Loss on extinguishment of debt	—		—		437		122
Loss on sale of equity securities	—		—		32		8
Loss on sale of fixed income securities	—		—		—		1,124
Merger and acquisition expense	151		—		691		10,501
Other noninterest expenses	9,008		9,744		26,850		28,628
Total noninterest expenses	46,857		47,031		140,485		150,652
Income before income taxes	30,277		26,461		87,198		64,454
Provision for income taxes	9,793		7,867		27,729		18,949
Net income	$	20,484	$	18,594	$	59,469	$	45,505
Basic earnings per share	$	0.78	$	0.71	$	2.26	$	1.77
Diluted earnings per share	$	0.78	$	0.71	$	2.26	$	1.76
Weighted average common shares (basic)	26,324,316		26,200,621		26,301,340		25,774,571
Common shares equivalents	53,072		63,493		48,354		72,921
Weighted average common shares (diluted)	26,377,388		26,264,114		26,349,694		25,847,492
Cash dividends declared per common share	$	0.29	$	0.26	$	0.87	$	0.78

The accompanying condensed notes are an integral part of these unaudited consolidated financial statements.

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INDEPENDENT BANK CORP.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Unaudited—Dollars in thousands)



	Three Months Ended					Nine Months Ended
	September 30					September 30
	2016			2015		2016		2015
Net income	$	20,484		$	18,594	$	59,469	$	45,505
Other comprehensive income (loss), net of tax
Net change in fair value of securities available for sale	(816		)	1,211		5,119		544
Net change in fair value of cash flow hedges	674			132		653		596
Net change in other comprehensive income for defined benefit postretirement plans	59			110		180		309
Total other comprehensive income (loss)	(83		)	1,453		5,952		1,449
Total comprehensive income	$	20,401		$	20,047	$	65,421	$	46,954

The accompanying condensed notes are an integral part of these unaudited consolidated financial statements.

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INDEPENDENT BANK CORP.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(Unaudited—Dollars in thousands, except share data)



	Common Stock Outstanding	Common Stock		Value of Shares Held in Rabbi Trust at Cost			Deferred Compensation and Other Retirement Benefit Obligations		Additional Paid in Capital			Retained Earnings			Accumulated Other Comprehensive Income (Loss)			Total
Balance December 31, 2015	26,236,352	$	260	$	(3,958	)	$	3,958	$	405,486		$	368,169		$	(2,452	)	$	771,463
Net income	—	—		—			—		—			59,469			—			59,469
Other comprehensive income	—	—		—			—		—			—			5,952			5,952
Common dividend declared ($0.87 per share)	—	—		—			—		—			(22,888		)	—			(22,888		)
Proceeds from exercise of stock options, net of cash paid	9,022	—		—			—		160			—			—			160
Tax benefit related to equity award activity	—	—		—			—		354			—			—			354
Stock based compensation	—	—		—			—		2,308			—			—			2,308
Restricted stock awards issued, net of awards surrendered	32,567	1		—			—		(674		)	—			—			(673		)
Shares issued under direct stock purchase plan	42,526	—		—			—		1,918			—			—			1,918
Deferred compensation and other retirement benefit obligations	—	—		(241		)	241					—			—			—
Tax benefit related to deferred compensation distributions	—	—		—			—		179			—			—			179
Balance September 30, 2016	26,320,467	$	261	$	(4,199	)	$	4,199	$	409,731		$	404,750		$	3,500		$	818,242

Balance December 31, 2014	23,998,738	$	237	$	(3,666	)	$	3,666	$	311,978		$	330,444		$	(2,132	)	$	640,527
Net income	—	—		—			—		—			45,505			—			45,505
Other comprehensive income	—	—		—			—		—			—			1,449			1,449
Common dividend declared ($0.78 per share)	—	—		—			—		—			(20,412		)	—			(20,412		)
Common stock issued for acquisition	2,052,137	21		—			—		86,394			—			—			86,415
Proceeds from exercise of stock options, net of cash paid	78,240	1		—			—		1,364			—			—			1,365
Tax benefit related to equity award activity	—	—		—			—		776			—			—			776
Stock based compensation	—	—		—			—		2,028			—			—			2,028
Restricted stock awards issued, net of awards surrendered	36,901	1		—			—		(646		)	—			—			(645		)
Shares issued under direct stock purchase plan	46,222	—		—			—		2,023			—			—			2,023
Deferred compensation and other retirement benefit obligations	—	—		(217		)	217		—			—			—			—
Tax benefit related to deferred compensation distributions	—	—		—			—		172			—			—			172
Balance September 30, 2015	26,212,238	$	260	$	(3,883	)	$	3,883	$	404,089		$	355,537		$	(683	)	$	759,203

The accompanying condensed notes are an integral part of these unaudited consolidated financial statements.

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INDEPENDENT BANK CORP.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited—Dollars in thousands)



	Nine Months Ended
	September 30
	2016			2015
Cash flow from operating activities
Net income	$	59,469		$	45,505
Adjustments to reconcile net income to net cash provided by operating activities
Depreciation and amortization	10,729			9,327
Provision for loan losses	2,075			1,000
Deferred income tax expense	314			5,372
Net loss on sale of securities	27			315
Net loss on fixed assets	10			213
Loss on extinguishment of debt	437			122
Net loss on other real estate owned and foreclosed assets	41			1,070
Realized gain on sale leaseback transaction	(775		)	(775		)
Stock based compensation	2,308			2,028
Excess tax benefit related to equity award activity	(354		)	(776		)
Increase in cash surrender value of life insurance policies	(2,980		)	(2,685		)
Change in fair value on loans held for sale	(60		)	(3		)
Net change in:
Trading assets	(453		)	(454		)
Loans held for sale	(7,284		)	(4,585		)
Other assets	(42,044		)	4,366
Other liabilities	18,314			2,035
Total adjustments	(19,695		)	16,570
Net cash provided by operating activities	39,774			62,075
Cash flows used in investing activities
Proceeds from sales of securities available for sale	285			14,344
Proceeds from maturities and principal repayments of securities available for sale	48,421			60,507
Purchases of securities available for sale	(60,888		)	(49,086		)
Proceeds from maturities and principal repayments of securities held to maturity	62,005			44,706
Purchases of securities held to maturity	(14,998		)	(117,286		)
Redemption of Federal Home Loan Bank stock	3,127			—
Investments in low income housing projects	(5,473		)	(14,817		)
Purchases of life insurance policies	(116		)	(115		)
Net increase in loans	(198,731		)	(65,650		)
Cash used in business combinations, net of cash acquired	—			(13,448		)
Purchases of bank premises and equipment	(6,022		)	(6,846		)
Proceeds from the sale of bank premises and equipment	26			1,233
Proceeds from the sale of other real estate owned and foreclosed assets	842			7,378
Net payments relating to other real estate owned and foreclosed assets	(145		)	(961		)
Net cash used in investing activities	(171,667		)	(140,041		)
Cash flows provided by financing activities
Net decrease in time deposits	(55,759		)	(54,293		)

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Net increase in other deposits	334,516			326,440
Net repayments of short-term Federal Home Loan Bank borrowings	—			(10,000		)
Repayments of long-term Federal Home Loan Bank borrowings	(51,641		)	(7,000		)
Net increase (decrease) in customer repurchase agreements	6,956			(9,441		)
Repayments of wholesale repurchase agreements	—			(50,000		)
Repayments of subordinated debentures	—			(30,000		)
Net proceeds from exercise of stock options	160			1,365
Restricted stock awards issued, net of awards surrendered	(673		)	(645		)
Excess tax benefit from stock based compensation	354			776
Tax benefit from deferred compensation distribution	179			172
Proceeds from shares issued under direct stock purchase plan	1,918			2,023
Common dividends paid	(22,079		)	(19,357		)
Net cash provided by financing activities	213,931			150,040
Net increase in cash and cash equivalents	82,038			72,074
Cash and cash equivalents at beginning of year	275,765			178,254
Cash and cash equivalents at end of period	357,803			250,328
Supplemental schedule of noncash investing and financing activities
Transfer of loans to other real estate owned & foreclosed assets	$	377		$	2,134
Other net transfers to other real estate owned	$	—		$	142
Net increase in capital commitments relating to low income housing project investments	$	163		$	2,085
In conjunction with the Peoples Federal Bancshares, Inc. acquisition, assets were acquired and liabilities were assumed as follows
Common stock issued for acquisition	$	—		$	86,415
Fair value of assets acquired, net of cash acquired	$	—		$	598,376
Fair value of liabilities assumed	$	—		$	498,513

The accompanying condensed notes are an integral part of these unaudited consolidated financial statements.

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CONDENSED NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 - BASIS OF PRESENTATION

Independent Bank Corp. (the “Company”) is a state chartered, federally registered bank holding company, incorporated in 1985. The Company is the sole stockholder of Rockland Trust Company (“Rockland Trust” or the “Bank”), a Massachusetts trust company chartered in 1907.

All material intercompany balances and transactions have been eliminated in consolidation. Certain previously reported amounts may have been reclassified to conform to the current year’s presentation.

The accompanying unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP") for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and notes required by GAAP for complete financial statements. In the opinion of management, all adjustments considered necessary for a fair presentation of the financial statements, primarily consisting of normal recurring adjustments, have been included. Operating results for the quarter ended September 30, 2016 are not necessarily indicative of the results that may be expected for the year ending December 31, 2016 or any other interim period.

For further information, refer to the consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2015, filed with the Securities and Exchange Commission.

NOTE 2 - RECENT ACCOUNTING STANDARDS UPDATES

Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") Topic 606 "Revenue from Contracts with Customers" Update No. 2014-09. Update No. 2014-09 was issued in May 2014 to address the previous revenue recognition requirements in GAAP that differ from those in International Financial Reporting Standards (IFRS). Accordingly, the FASB and the International Accounting Standards Board (IASB) initiated a joint project to clarify the principles for recognizing revenue and to develop a common revenue standard for U.S. GAAP and IFRS. The largely converged revenue recognition standards will supersede virtually all revenue recognition guidance in GAAP and IFRS. The core principle of the guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. Since the issuance of Update 2014-09, the FASB has finalized various amendments to the standard as summarized below:

FASB ASC Topic 606 "Revenue from Contracts with Customers" Update No. 2016-12

FASB ASC Topic 606 "Revenue from Contracts with Customers" Update No. 2016-10

FASB ASC Topic 606 "Revenue from Contracts with Customers" Update No. 2016-08.

FASB ASC Topic 606 "Revenue from Contracts with Customers" Update No. 2015-14.

Through Updates 2016-12, 2016-10 and 2016-08, the FASB amended its new revenue guidance on licenses of intellectual property, identification of performance obligations, collectability, noncash consideration and the presentation of sales and other similar taxes. The FASB also clarified the definition of a completed contract at transition and added a practical expedient to ease transition for contracts that were modified prior to adoption. The FASB also amended the new revenue recognition guidance on determining whether an entity is a principal or an agent in an arrangement which affects whether revenue should be reported gross or net.

Following the issuance of Update 2015-14, Update 2014-09, as amended, is effective for the Company for annual reporting periods beginning after December 15, 2017, including interim reporting periods within that reporting period. Earlier adoption is permitted only as of annual reporting periods beginning after December 15, 2016, including interim reporting periods within that reporting period. A full or modified retrospective transition method is required. The Company's revenue is comprised of net interest income on financial assets and liabilities, which is explicitly excluded from the scope of the new guidance, and noninterest income. The Company plans to adopt the revenue recognition guidance in the first quarter of 2018 and is currently evaluating the potential impact on noninterest income on the Company's consolidated financial position, other presentation and disclosure issues, as well as evaluating its selection of transition method.

FASB ASC Topic 230 "Statement of Cash Flows" Update No. 2016-15. Update No. 2016-15 was issued in August 2016 to reduce diversity of practice in how certain cash receipts and cash payments are presented and classified in the statement of cash flows. The amendments in this update provide guidance on the following eight specific cash flow issues; (1) debt prepayment or debt extinguishment costs, (2) settlement of zero-coupon debt instruments or other debt instruments with coupon interest rates that are insignificant in relation to the effective interest rate of the borrowing, (3) contingent consideration payments made after

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a business combination, (4) proceeds from the settlement of insurance claims, (5) proceeds from the settlement of corporate-owned life insurance policies, including bank-owned life insurance policies, (6) distributions received from equity method investees, (7) beneficial interests in securitization transactions, and (8) separately identifiable cash flows and application of the Predominance Principle. The amendments in this topic will provide guidance for these eight issues, thereby reducing the current and potential future diversity in practice. The amendments in this update are effective for annual periods and interim periods within those annual periods beginning after December 31, 2017. Earlier adoption is permitted, including interim reporting periods within that reporting period. If an entity early adopts the amendments in an interim period, any adjustments should be reflected as of the beginning of the fiscal year that includes that interim period. An entity that elects early adoption must adopt all of the amendments in the same period. The adoption of this standard is not expected to have a material impact on the Company's consolidated financial position.

FASB ASC Topic 326 "Financial Instruments - Credit Losses" Update No. 2016-13. Update No. 2016-13 was issued in June 2016 to provide financial statement users with more decision-useful information about the expected credit losses on financial instruments and other commitments to extend credit held by a reporting entity at each reporting date. To achieve this objective, the amendments in this update replace the incurred loss impairment methodology in current GAAP with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates. The amendments affect entities holding financial assets and net investment in leases that are not accounted for at fair value through net income. The amendments affect loans, debt securities, trade receivables, net investments in leases, off-balance sheet credit exposures, reinsurance receivables, and any other financial assets not excluded from the scope that have the contractual right to receive cash. The amendments in this update are effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years, with earlier adoption permitted as of fiscal years beginning after December 15, 2018, including interim periods with those fiscal years. The Company is currently assessing the impact of the adoption of this standard on the Company's consolidated financial position.

FASB ASC Topic 605 "Revenue Recognition" and Topic 815 "Derivatives and Hedging" Update No. 2016-11. Update No. 2016-11 was issued in May 2016 and is a rescission of SEC guidance because of ASU Updates 2014-09 and 2014-16 pursuant to staff announcements at the March 3, 2016 Emerging Issues Task Force meeting. The amendments in this update are effective upon adoption of Topic 606 "Revenue from Contracts with Customers." The Company is currently assessing the impact of the adoption of this standard on the Company's consolidated financial position.

FASB ASC Topic 718 "Compensation - Stock Compensation" Update No. 2016-09. Update No. 2016-09 was issued in March 2016 and affects all entities that issue share-based awards to their employees. This update was issued as part of the FASB’s simplification initiative. The areas for simplification in this update involve several aspects of the accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities, and classification on the statement of cash flows. The amendments in this update are effective for fiscal years beginning after December 15, 2016, including interim periods within those fiscal years. The Company is currently assessing the impact of the adoption of this standard on the Company's consolidated financial position.

FASB ASC Topic 323 "Investments -Equity Method and Joint Ventures" Update No. 2016-07. Update No. 2016-07 was issued in March 2016 and eliminates the requirement that when an investment qualifies for use of the equity method as a result of an increase in the level of ownership interest or degree of influence, an investor must adjust the investment, results of operations, and retained earnings retroactively on a step-by-step basis as if the equity method had been in effect during all previous periods that the investment had been held. The amendments require that the equity method investor add the cost of acquiring the additional interest in the investee to the current basis of the investor's previously held interest and adopt the equity method of accounting as of the date the investment becomes qualified for equity method accounting. Therefore, upon qualifying for the equity method of accounting, no retroactive adjustment of the investment is required. The amendments in this update require that an entity that has an available-for-sale equity security that becomes qualified for the equity method of accounting recognize through earnings the unrealized holding gain or loss in accumulated other comprehensive income at the date the investment becomes qualified for use of the equity method. The amendments in this update are effective for fiscal years beginning after December 15, 2016, including interim periods within those fiscal years. The amendments should be applied prospectively upon their effective date to increases in the level of ownership interest or degree of influence that result in the adoption of the equity method. Early adoption is permitted. The adoption of this standard is not expected to have a material impact on the Company's consolidated financial position.

FASB ASC Topic 815 "Derivative and Hedging - Contingent Put and Call Options in Debt Instruments" Update No. 2016-6. Update No. 2016-6 was issued in March 2016 to clarify the requirements for assessing whether contingent call (put) options that can accelerate the payment of principal on debt instruments are clearly and closely related to their debt hosts. An entity performing the assessment under the amendments in this update is required to assess the embedded call (put) options solely in accordance with the four-step decision sequence. For public entities, the amendments in this update are effective for fiscal years beginning after December 15, 2016, including interim periods within those fiscal years. An entity has an option to apply

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the amendments in this update on either a prospective basis or a modified retrospective basis. Early adoption is permitted, including adoption in an interim period. The adoption of this standard is not expected to have a material impact on the Company's consolidated financial position.

FASB ASC Topic 815 "Derivative and Hedging - Effect of Derivative Contract Novations on Existing Hedge Accounting Relationships" Update No. 2016-05. Update No. 2016-05 was issued in March 2016 and applies to all reporting entities for which there is a change in the counterpart to a derivative instrument that has been designated as a hedging instrument under Topic 815. The amendments in this update clarify that a change in the counterparty to a derivative instrument that has been designated as the hedging instrument under Topic 815 does not, in and of itself, require dedesignation of that hedging relationship provided that all other hedge accounting criteria (including those in paragraphs 815-20-35-14 through 35-18) continue to be met. For public entities, the amendments in this update are effective for fiscal years beginning after December 15, 2016, including interim periods within those fiscal years. An entity has an option to apply the amendments in this update on either a prospective basis or a modified retrospective basis. Early adoption is permitted, including adoption in an interim period. The adoption of this standard is not expected to have a material impact on the Company's consolidated financial position.

FASB ASC Topic 842 "Leases" Update No. 2016-02. Update No. 2016-02 was issued in February 2016 and affects any entity that enters into a lease (as that term is defined in this update), with some specified scope exemptions. The core principle of this update is that a lessee should recognize in the statement of financial position a liability to make lease payments and a right-of-use asset representing its right to use the underlying asset for the lease term. For leases with a term of 12 months or less, a lessee is permitted to make an accounting policy election by class of underlying asset not to recognize lease assets and lease liabilities. The recognition, measurement, and presentation of expenses and cash flows arising from a lease have not significantly changed from previous GAAP. In addition, the accounting applied by a lessor is largely unchanged from that applied under previous GAAP. For public companies, the amendments in this update are effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. The Company is currently assessing the impact of the adoption of this standard on the Company's consolidated financial position.

FASB ASC Topic 825-10 "Financial Instruments - Overall Recognition and Measurement of Financial Assets and Financial Liabilities" Update No. 2016-01. Update No. 2016-01 was issued in January 2016 to amend the guidance in U.S. GAAP on the classification and measurement of financial instruments. Although the update retains many current requirements, it significantly revises an entity's accounting related to (1) the classification and measurement of investments in equity securities and (2) the presentation of certain fair value changes for financial liabilities measured at fair value. The update also amends certain disclosure requirements associated with the fair value of financial instruments and various other aspects of recognition, measurement, presentation and disclosure of financial instruments. For public entities, the amendments in this update are effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. Early adoption is permitted for only certain guidance. The Company is currently assessing the impact of the adoption of this standard on the Company's consolidated financial position.

FASB ASC Subtopic 835-30 "Interest - Imputation of Interest" Update No. 2015-03. Update No. 2015-03 was issued in April 2015 to simplify presentation of debt issuance costs. The amendments in this update require that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. The recognition and measurement guidance for debt issuances costs are not affected by the amendments in this update. The amendments in this update were adopted by the Company effective January 1, 2016, with applicable prior period presentation updated as well. The adoption of this standard did not have a material impact on the Company's consolidated financial position.

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NOTE 3 - SECURITIES

Trading Securities

The Company had trading securities of $809,000 and $356,000 as of September 30, 2016 and December 31, 2015, respectively. These securities are held in a rabbi trust and will be used for future payments associated with the Company’s non-qualified 401(k) Restoration Plan and Non-Qualified Deferred Compensation Plan.

Available for Sale and Held to Maturity Securities

The following table presents a summary of the amortized cost and gross unrealized holding gains and losses recorded in other comprehensive income and fair value of securities available for sale and securities held to maturity for the periods below:



	September 30, 2016									December 31, 2015
	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses			Fair Value		Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses			Fair Value
	(Dollars in thousands)
Available for sale securities
U.S. government agency securities	$	24,502	$	804	$	—		$	25,306	$	29,958	$	261	$	(4	)	$	30,215
Agency mortgage-backed securities	178,095		7,481		(3		)	185,573		207,693		4,227		(983		)	210,937
Agency collateralized mortgage obligations	107,466		1,286		(156		)	108,596		64,157		179		(752		)	63,584
State, county, and municipal securities	4,255		105		—			4,360		4,543		116		—			4,659
Single issuer trust preferred securities issued by banks	2,324		4		(31		)	2,297		2,865		8		(81		)	2,792
Pooled trust preferred securities issued by banks and insurers	2,200		—		(662		)	1,538		2,217		—		(645		)	1,572
Small business administration pooled securities	38,678		1,202		—			39,880		40,472		87		(110		)	40,449
Equity securities	19,000		701		(243		)	19,458		13,235		374		(568		)	13,041
Total available for sale securities	$	376,520	$	11,583	$	(1,095	)	$	387,008	$	365,140	$	5,252	$	(3,143	)	$	367,249
Held to maturity securities
U.S. Treasury securities	$	1,008	$	81	$	—		$	1,089	$	1,009	$	55	$	—		$	1,064
Agency mortgage-backed securities	148,822		6,309		—			155,131		167,134		3,460		(219		)	170,375
Agency collateralized mortgage obligations	246,744		4,072		(556		)	250,260		267,348		1,195		(3,652		)	264,891
State, county, and municipal securities	—		—		—			—		225		2		—			227
Single issuer trust preferred securities issued by banks	1,500		47		—			1,547		1,500		22		—			1,522
Small business administration pooled securities	32,689		1,118		—			33,807		35,291		437		(64		)	35,664
Corporate debt securities	—		—		—			—		5,000		6		—			5,006
Total held to maturity securities	$	430,763	$	11,627	$	(556	)	$	441,834	$	477,507	$	5,177	$	(3,935	)	$	478,749
Total	$	807,283	$	23,210	$	(1,651	)	$	828,842	$	842,647	$	10,429	$	(7,078	)	$	845,998

When securities are sold, the adjusted cost of the specific security sold is used to compute the gain or loss on the sale.

The actual maturities of certain securities may differ from the contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties. A schedule of the contractual maturities of securities available for sale and securities held to maturity as of September 30, 2016 is presented below:

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	Available for Sale				Held to Maturity
	Amortized Cost		Fair Value		Amortized Cost		Fair Value
	(Dollars in thousands)
Due in one year or less	$	999	$	1,003	$	11	$	11
Due after one year to five years	30,422		31,258		16,099		16,739
Due after five to ten years	86,511		89,455		24,594		25,602
Due after ten years	239,588		245,834		390,059		399,482
Total debt securities	$	357,520	$	367,550	$	430,763	$	441,834
Equity securities	$	19,000	$	19,458	$	—	$	—
Total	$	376,520	$	387,008	$	430,763	$	441,834

Inclusive in the table above is $11.9 million of callable securities in the Company’s investment portfolio at September 30, 2016.

The carrying value of securities pledged to secure public funds, trust deposits, repurchase agreements and for other purposes, as required or permitted by law, was $451.7 million and $444.8 million at September 30, 2016 and December 31, 2015, respectively.

At September 30, 2016 and December 31, 2015, the Company had no investments in obligations of individual states, counties, or municipalities which exceeded 10% of stockholders’ equity.

Other-Than-Temporary Impairment ("OTTI")

The Company continually reviews investment securities for the existence of OTTI, taking into consideration current market conditions, the extent and nature of changes in fair value, issuer rating changes and trends, the credit worthiness of the obligor of the security, volatility of earnings, current analysts’ evaluations, the Company’s intent to sell the security, or whether it is more likely than not that the Company will be required to sell the debt security before its anticipated recovery, as well as other qualitative factors. The term “other-than-temporary” is not intended to indicate that the decline is permanent, but indicates that the prospects for a near-term recovery of value is not necessarily favorable, or that there is a lack of evidence to support a realizable value equal to or greater than the carrying value of the investment.

The following tables show the gross unrealized losses and fair value of the Company’s investments in an unrealized loss position, which the Company has not deemed to be OTTI, aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position:



	September 30, 2016
		Less than 12 months					12 months or longer					Total
	# of holdings	Fair Value		Unrealized Losses			Fair Value		Unrealized Losses			Fair Value		Unrealized Losses
	(Dollars in thousands)
Agency mortgage-backed securities	2	$	1,016	$	(3	)	$	—	$	—		$	1,016	$	(3	)
Agency collateralized mortgage obligations	9	14,530		(30		)	51,578		(682		)	66,108		(712		)
Single issuer trust preferred securities issued by banks and insurers	2	—		—			2,048		(31		)	2,048		(31		)
Pooled trust preferred securities issued by banks and insurers	1	—		—			1,537		(662		)	1,537		(662		)
Equity securities	21	515		(16		)	6,903		(227		)	7,418		(243		)
Total temporarily impaired securities	35	$	16,061	$	(49	)	$	62,066	$	(1,602	)	$	78,127	$	(1,651	)

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	December 31, 2015
		Less than 12 months					12 months or longer					Total
	# of holdings	Fair Value		Unrealized Losses			Fair Value		Unrealized Losses			Fair Value		Unrealized Losses
	(Dollars in thousands)
U.S.government agency securities	3	$	1,990	$	(4	)	$	—	$	—		$	1,990	$	(4	)
Agency mortgage-backed securities	57	112,648		(1,062		)	4,297		(140		)	116,945		(1,202		)
Agency collateralized mortgage obligations	23	147,707		(1,420		)	80,927		(2,984		)	228,634		(4,404		)
Single issuer trust preferred securities issued by banks and insurers	2	1,018		(33		)	1,018		(48		)	2,036		(81		)
Pooled trust preferred securities issued by banks and insurers	1	—		—			1,572		(645		)	1,572		(645		)
Small business administration pooled securities	3	37,986		(174		)	—		—			37,986		(174		)
Equity securities	34	3,481		(189		)	4,971		(379		)	8,452		(568		)
Total temporarily impaired securities	123	$	304,830	$	(2,882	)	$	92,785	$	(4,196	)	$	397,615	$	(7,078	)

The Company does not intend to sell these investments and has determined based upon available evidence that it is more likely than not that the Company will not be required to sell the security before the recovery of its amortized cost basis. As a result, the Company does not consider these investments to be OTTI. The Company made this determination by reviewing various qualitative and quantitative factors regarding each investment category, such as current market conditions, extent and nature of changes in fair value, issuer rating changes and trends, volatility of earnings, and current analysts’ evaluations.

As a result of the Company’s review of these qualitative and quantitative factors, the causes of the impairments listed in the table above by category are as follows at September 30, 2016:

•

Agency Mortgage-Backed Securities and Agency Collateralized Mortgage Obligations: These portfolios have contractual terms that generally do not permit the issuer to settle the securities at a price less than the current par value of the investment. The decline in market value of these securities is attributable to changes in interest rates and not credit quality. Additionally, these securities are either implicitly or explicitly guaranteed by the U.S. Government or one of its agencies.


•	Single Issuer Trust Preferred Securities: This portfolio consists of two securities, one of which is below investment grade. The unrealized loss on these securities is attributable to the illiquid nature of the trust preferred market in the current economic environment. Management evaluates various financial metrics for the issuers, including regulatory capital ratios of the issuers.

•

Pooled Trust Preferred Securities: This portfolio consists of one below investment grade security which is performing. The unrealized loss on this security is attributable to the illiquid nature of the trust preferred market in the current economic and regulatory environment. Management evaluates collateral credit and instrument structure, including current and expected deferral and default rates and timing. In addition, discount rates are determined by evaluating comparable spreads observed currently in the market for similar instruments.

•

Equity Securities: This portfolio consists of mutual funds and other equity investments. During some periods, the mutual funds in the Company’s investment portfolio may have unrealized losses resulting from market fluctuations as well as the risk premium associated with that particular asset class. For example, emerging market equities tend to trade at a higher risk premium than U.S. government bonds and thus, will fluctuate to a greater degree on both the upside and the downside. In the context of a well-diversified portfolio, however, the correlation amongst the various asset classes represented by the funds serves to minimize downside risk. The Company evaluates each mutual fund in the portfolio regularly and measures performance on both an absolute and relative basis. A reasonable recovery period for positions with an unrealized loss is based on management’s assessment of general economic data, trends within a particular asset class, valuations, earnings forecasts and bond durations. The Company has the ability and intent to hold these equity securities until a recovery of fair value.

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The following table shows the total OTTI that the Company recorded for the periods indicated:



	Three Months Ended				Nine Months Ended
	September 30				September 30
	2016		2015		2016		2015
	(Dollars in thousands)
Gross change in OTTI recorded on certain investments	$	—	$	—	$	—	$	84
Portion of OTTI recognized in OCI	—		—		—		(84		)
Total credit related OTTI recognized in earnings	$	—	$	—	$	—	$	—

The following table shows the cumulative credit related component of OTTI for the periods indicated:



	Three Months Ended				Nine Months Ended
	September 30				September 30
	2016		2015		2016		2015
	(Dollars in thousands)
Balance at beginning of period	$	—	$	—	$	—	$	(9,997	)
Add
Incurred on securities not previously impaired	—		—		—		—
Incurred on securities previously impaired	—		—		—		—
Less
Securities sold during the period	—		—		—		9,997
Reclassification due to changes in Company's intent	—		—		—		—
Increases in cash flow expected to be collected	—		—		—		—
Balance at end of period	$	—	$	—	$	—	$	—

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NOTE 4 - LOANS, ALLOWANCE FOR LOAN LOSSES, AND CREDIT QUALITY

The following tables bifurcate the amount of loans and the allowance allocated to each loan category based on the type of impairment analysis as of the periods indicated:



	September 30, 2016
	(Dollars in thousands)
	Commercial and Industrial		Commercial Real Estate		Commercial Construction		Small Business		Residential Real Estate		Home Equity		Other Consumer		Total
Financing receivables ending balance:
Collectively evaluated for impairment	$	853,245	$	2,759,158	$	376,245	$	114,085	$	609,854	$	958,999	$	11,244	$	5,682,830
Individually evaluated for impairment	$	4,468	$	18,077	$	—	$	969	$	14,193	$	5,904	$	418	$	44,029
Purchased credit impaired loans	$	—	$	10,425	$	—	$	—	$	8,638	$	209	$	2	$	19,274
Total loans by group	$	857,713	$	2,787,660	$	376,245	$	115,054	$	632,685	$	965,112	$	11,664	$	5,746,133	(1	)



	December 31, 2015
	(Dollars in thousands)
	Commercial and Industrial		Commercial Real Estate		Commercial Construction		Small Business		Residential Real Estate		Home Equity		Other Consumer		Total
Financing receivables ending balance:
Collectively evaluated for impairment	$	838,129	$	2,619,294	$	373,064	$	95,225	$	614,014	$	921,563	$	14,427	$	5,475,716
Individually evaluated for impairment	$	5,147	$	22,986	$	304	$	1,021	$	15,405	$	5,989	$	558	$	51,410
Purchased credit impaired loans	$	—	$	11,154	$	—	$	—	$	9,187	$	251	$	3	$	20,595
Total loans by group	$	843,276	$	2,653,434	$	373,368	$	96,246	$	638,606	$	927,803	$	14,988	$	5,547,721	(1	)


(1)	The amount of net deferred fees on loans and net unamortized discounts on acquired loans not deemed to be purchased credit impaired ("PCI") included in the ending balance was $10.9 million at both September 30, 2016 and December 31, 2015 respectively.

The following tables summarize changes in allowance for loan losses by loan category for the periods indicated:



	Three Months Ended September 30, 2016
	(Dollars in thousands)
	Commercial and Industrial			Commercial Real Estate			Commercial Construction		Small Business			Residential Real Estate			Home Equity			Other Consumer			Total
Allowance for loan losses
Beginning balance	$	14,027		$	29,011		$	5,216	$	1,441		$	2,578		$	4,986		$	468		$	57,727
Charge-offs	(27		)	(341		)	—		(98		)	—			(154		)	(523		)	(1,143		)
Recoveries	63			124			—		28			130			24			302			671
Provision (benefit)	(189		)	609			117		113			(44		)	196			148			950
Ending balance	$	13,874		$	29,403		$	5,333	$	1,484		$	2,664		$	5,052		$	395		$	58,205

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	Three Months Ended September 30, 2015
	(Dollars in thousands)
	Commercial and Industrial			Commercial Real Estate			Commercial Construction		Small Business			Residential Real Estate			Home Equity			Other Consumer			Total
Allowance for loan losses
Beginning balance	$	15,279		$	26,359		$	4,071	$	1,248		$	2,551		$	4,871		$	616		$	54,995
Charge-offs	(497		)	(28		)	—		(2		)	(40		)	(249		)	(349		)	(1,165		)
Recoveries	22			152			—		57			6			130			208			575
Provision (benefit)	(518		)	582			422		(20		)	75			128			131			800
Ending balance	$	14,286		$	27,065		$	4,493	$	1,283		$	2,592		$	4,880		$	606		$	55,205



	Nine Months Ended September 30, 2016
	(Dollars in thousands)
	Commercial and Industrial			Commercial Real Estate			Commercial Construction			Small Business			Residential Real Estate			Home Equity			Other Consumer			Total
Allowance for loan losses
Beginning balance	$	13,802		$	27,327		$	5,366		$	1,264		$	2,590		$	4,889		$	587		$	55,825
Charge-offs	(31		)	(365		)	—			(191		)	(27		)	(491		)	(1,152		)	(2,257		)
Recoveries	850			535			—			122			182			77			796			2,562
Provision (benefit)	(747		)	1,906			(33		)	289			(81		)	577			164			2,075
Ending balance	$	13,874		$	29,403		$	5,333		$	1,484		$	2,664		$	5,052		$	395		$	58,205
Ending balance: individually evaluated for impairment	$	134		$	355		$	—		$	2		$	1,156		$	223		$	23		$	1,893
Ending balance: collectively evaluated for impairment	$	13,740		$	29,048		$	5,333		$	1,482		$	1,508		$	4,829		$	372		$	56,312
	Nine Months Ended September 30, 2015
	(Dollars in thousands)
	Commercial and Industrial			Commercial Real Estate			Commercial Construction			Small Business			Residential Real Estate			Home Equity			Other Consumer			Total
Allowance for loan losses
Beginning balance	$	15,573		$	25,873		$	3,945		$	1,171		$	2,834		$	4,956		$	748		$	55,100
Charge-offs	(1,531		)	(236		)	—			(198		)	(242		)	(659		)	(922		)	(3,788		)
Recoveries	903			1,006			—			189			52			234			509			2,893
Provision (benefit)	(659		)	422			548			121			(52		)	349			271			1,000
Ending balance	$	14,286		$	27,065		$	4,493		$	1,283		$	2,592		$	4,880		$	606		$	55,205
Ending balance: individually evaluated for impairment	$	252		$	225		$	—		$	28		$	1,313		$	245		$	27		$	2,090
Ending balance: collectively evaluated for impairment	$	14,034		$	26,840		$	4,493		$	1,255		$	1,279		$	4,635		$	579		$	53,115

For the purpose of estimating the allowance for loan losses, management segregates the loan portfolio into the portfolio segments detailed in the above tables. Each of these loan categories possesses unique risk characteristics that are considered when determining the appropriate level of allowance for each segment. Some of the risk characteristics unique to each loan category include:

Commercial Portfolio

•

Commercial and Industrial: Loans in this category consist of revolving and term loan obligations extended to business and corporate enterprises for the purpose of financing working capital and/or capital investment. Collateral generally consists of pledges of business assets including, but not limited to: accounts receivable, inventory, plant and equipment, or real estate, if applicable. Repayment sources consist of primarily, operating cash flow, and secondarily, liquidation of assets.


•	Commercial Real Estate: Loans in this category consist of mortgage loans to finance investment in real property such as multi-family residential, commercial/retail, office, industrial, hotels, educational and healthcare facilities and other specific

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use properties. Loans are typically written with amortizing payment structures. Collateral values are determined based upon third party appraisals and evaluations. Loan to value ratios at origination are governed by established policy and regulatory guidelines. Repayment sources consist of primarily, cash flow from operating leases and rents, and secondarily, liquidation of assets.

•

Commercial Construction: Loans in this category consist of short-term construction loans, revolving and nonrevolving credit lines and construction/permanent loans to finance the acquisition, development and construction or rehabilitation of real property. Project types include residential 1-4 family, condominium and multi-family homes, commercial/retail, office, industrial, hotels, educational and healthcare facilities and other specific use properties. Loans may be written with nonamortizing or hybrid payment structures depending upon the type of project. Collateral values are determined based upon third party appraisals and evaluations. Loan to value ratios at origination are governed by established policy and regulatory guidelines. Repayment sources vary depending upon the type of project and may consist of sale or lease of units, operating cash flows or liquidation of other assets.

•

Small Business: Loans in this category consist of revolving, term loan and mortgage obligations extended to sole proprietors and small businesses for purposes of financing working capital and/or capital investment. Collateral generally consists of pledges of business assets including, but not limited to, accounts receivable, inventory, plant and equipment, or real estate if applicable. Repayment sources consist primarily of operating cash flows, and secondarily, liquidation of assets.

For the commercial portfolio it is the Company’s policy to obtain personal guarantees for payment from individuals holding material ownership interests of the borrowing entities.

Consumer Portfolio

•

Residential Real Estate: Residential mortgage loans held in the Company’s portfolio are made to borrowers who demonstrate the ability to make scheduled payments with full consideration to underwriting factors such as current and expected income, employment status, current assets, other financial resources, credit history and the value of the collateral. Collateral consists of mortgage liens on 1-4 family residential properties. The Company does not originate or purchase sub-prime loans.

•

Home Equity: Home equity loans and lines are made to qualified individuals and are primarily secured by senior or junior mortgage liens on owner-occupied 1-4 family homes, condominiums or vacation homes. The home equity loan has a fixed rate and is billed in equal payments comprised of principal and interest. The home equity line of credit has a variable rate and is billed in interest-only payments during the draw period. At the end of the draw period, the home equity line of credit is billed as a percentage of the principal balance plus all accrued interest. Additionally, the Company has the option of renewing the line of credit for additional draw periods. Borrower qualifications include favorable credit history combined with supportive income requirements and combined loan to value ratios within established policy guidelines.

•

Other Consumer: Other consumer loan products include personal lines of credit and amortizing loans made to qualified individuals for various purposes such as education, debt consolidation, personal expenses or overdraft protection. Borrower qualifications include favorable credit history combined with supportive income and collateral requirements within established policy guidelines. These loans may be secured or unsecured.

Credit Quality

The Company continually monitors the asset quality of the loan portfolio using all available information. Based on this information, loans demonstrating certain payment issues or other weaknesses may be categorized as delinquent, impaired, nonperforming and/or put on nonaccrual status. Additionally, in the course of resolving such loans, the Company may choose to restructure the contractual terms of certain loans to match the borrower’s ability to repay the loan based on their current financial condition. If a restructured loan meets certain criteria, it may be categorized as a troubled debt restructuring (“TDR”).

The Company reviews numerous credit quality indicators when assessing the risk in its loan portfolio. For the commercial portfolio, the Company utilizes a 10-point commercial risk-rating system, which assigns a risk-grade to each borrower based on a number of quantitative and qualitative factors associated with a commercial loan transaction. Factors considered include industry and market conditions, position within the industry, earnings trends, operating cash flow, asset/liability values, debt capacity, guarantor strength, management and controls, financial reporting, collateral, and other considerations. The risk-ratings categories are defined as follows:

•

1- 6 Rating — Pass: Risk-rating grades “1” through “6” comprise those loans ranging from ‘Substantially Risk Free’ which indicates borrowers are of unquestioned credit standing and the pinnacle of credit quality, well established companies with a very strong financial condition, and loans fully secured by cash collateral, through ‘Acceptable Risk’, which indicates borrowers may exhibit declining earnings, strained cash flow, increasing or above average leverage and/or weakening market fundamentals that indicate below average asset quality, margins and market share. Collateral coverage is protective.

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•	7 Rating — Potential Weakness: Borrowers exhibit potential credit weaknesses or downward trends deserving management’s close attention. If not checked or corrected, these trends will weaken the Company’s asset and position. While potentially weak, currently these borrowers are marginally acceptable; no loss of principal or interest is envisioned.

•

8 Rating — Definite Weakness Loss Unlikely: Borrowers exhibit well defined weaknesses that jeopardize the orderly liquidation of debt. Loan may be inadequately protected by the current net worth and paying capacity of the obligor or by the collateral pledged, if any. Normal repayment from the borrower is in jeopardy, although no loss of principal is envisioned. However, there is a distinct possibility that a partial loss of interest and/or principal will occur if the deficiencies are not corrected. Collateral coverage may be inadequate to cover the principal obligation.


•	9 Rating — Partial Loss Probable: Borrowers exhibit well defined weaknesses that jeopardize the orderly liquidation of debt with the added provision that the weaknesses make collection of the debt in full, on the basis of currently existing facts, conditions, and values, highly questionable and improbable. Serious problems exist to the point where partial loss of principal is likely.


•	10 Rating — Definite Loss: Borrowers deemed incapable of repayment. Loans to such borrowers are considered uncollectible and of such little value that continuation as active assets of the Company is not warranted.

The credit quality of the commercial loan portfolio is actively monitored and any changes in credit quality are reflected in risk-rating changes. Risk-ratings are assigned or reviewed for all new loans, when advancing significant additions to existing relationships (over $50,000), at least quarterly for all actively managed loans, and any time a significant event occurs, including at renewal of the loan.

The Company utilizes a comprehensive strategy for monitoring commercial credit quality. Borrowers are required to provide updated financial information at least annually which is carefully evaluated for any changes in credit quality. Larger loan relationships are subject to a full annual credit review by an experienced credit analysis group. Additionally, the Company retains an independent loan review firm to evaluate the credit quality of the commercial loan portfolio. The independent loan review process achieves significant penetration into the commercial loan portfolio and reports the results of these reviews to the Audit Committee of the Board of Directors on a quarterly basis.

The following table details the amount of outstanding principal balances relative to each of the risk-rating categories for the Company’s commercial portfolio:



		September 30, 2016
Category	Risk Rating	Commercial and Industrial		Commercial Real Estate		Commercial Construction		Small Business		Total
		(Dollars in thousands)
Pass	1 - 6	$	746,616	$	2,648,658	$	370,149	$	112,442	$	3,877,865
Potential weakness	7	83,166		86,408		4,516		1,965		176,055
Definite weakness-loss unlikely	8	27,909		50,162		1,580		619		80,270
Partial loss probable	9	22		2,432		—		28		2,482
Definite loss	10	—		—		—		—		—
Total		$	857,713	$	2,787,660	$	376,245	$	115,054	$	4,136,672



		December 31, 2015
Category	Risk Rating	Commercial and Industrial		Commercial Real Estate		Commercial Construction		Small Business		Total
		(Dollars in thousands)
Pass	1 - 6	$	765,753	$	2,484,025	$	363,781	$	93,008	$	3,706,567
Potential weakness	7	54,375		112,022		7,678		2,444		176,519
Definite weakness-loss unlikely	8	23,073		56,276		1,909		732		81,990
Partial loss probable	9	75		1,111		—		62		1,248
Definite loss	10	—		—		—		—		—
Total		$	843,276	$	2,653,434	$	373,368	$	96,246	$	3,966,324

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For the Company’s consumer portfolio, the quality of the loan is best indicated by the repayment performance of an individual borrower. However, the Company does supplement performance data with current Fair Isaac Corporation (“FICO”) scores and Loan to Value (“LTV”) estimates. Current FICO data is purchased and appended to all consumer loans on a quarterly basis. In addition, automated valuation services and broker opinions of value are used to supplement original value data for the residential and home equity portfolios, periodically. The following table shows the weighted average FICO scores and the weighted average combined LTV ratios as of the periods indicated below:



	September 30, 2016		December 31, 2015
Residential portfolio
FICO score (re-scored)(1)	743		742
LTV (re-valued)(2)	62.7	%	61.4	%
Home equity portfolio
FICO score (re-scored)(1)	767		765
LTV (re-valued)(2)	56.2	%	55.8	%


(1)	The average FICO scores for September 30, 2016 are based upon rescores available from August 31, 2016 and origination score data for loans booked between September 1, 2016 and September 30, 2016. The average FICO scores for December 31, 2015 are based upon rescores available from November 30, 2015 and origination score data for loans booked between December 1, 2015 and December 31, 2015.

(2)

The combined LTV ratios for September 30, 2016 are based upon updated automated valuations as of March 31, 2015 and origination value data for loans booked between April 1, 2015 and September 30, 2016. The combined LTV ratios for December 31, 2015 are based upon updated automated valuations as of March 31, 2015 and actual score data for loans booked from April 1, 2015 through December 31, 2015. For home equity loans and lines in a subordinate lien position, the LTV data represents a combined LTV, taking into account the senior lien data for loans and lines.

Asset Quality

The Company’s philosophy toward managing its loan portfolios is predicated upon careful monitoring, which stresses early detection and response to delinquent and default situations. Delinquent loans are managed by a team of seasoned collection specialists and the Company seeks to make arrangements to resolve any delinquent or default situation over the shortest possible time frame. As a general rule, loans more than 90 days past due with respect to principal or interest are classified as nonaccrual loans. The Company also may use discretion regarding other loans over 90 days delinquent if the loan is well secured and/or in process of collection. Set forth is information regarding the Company’s nonperforming loans at the period shown:

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The following table shows information regarding nonaccrual loans at the dates indicated:



	September 30, 2016		December 31, 2015
	(Dollars in thousands)
Commercial and industrial	$	3,065	$	3,699
Commercial real estate	7,399		7,856
Commercial construction	—		304
Small business	288		239
Residential real estate	7,684		8,795
Home equity	6,311		6,742
Other consumer	44		55
Total nonaccrual loans(1)	$	24,791	$	27,690


(1)	Included in these amounts were $5.9 million and $5.2 million of nonaccruing TDRs at September 30, 2016 and December 31, 2015, respectively.

The following table shows information regarding foreclosed residential real estate property at the dates indicated:



	September 30, 2016		December 31, 2015
	(Dollars in thousands)
Foreclosed residential real estate property held by the creditor	$	1,384	$	1,430
Recorded investment in mortgage loans collateralized by residential real estate property that are in the process of foreclosure	$	1,557	$	1,059

The following table shows the age analysis of past due financing receivables as of the dates indicated:



	September 30, 2016
	30-59 days			60-89 days			90 days or more			Total Past Due					Total Financing Receivables		Recorded Investment >90 Days and Accruing
	Number of Loans	Principal Balance		Number of Loans	Principal Balance		Number of Loans	Principal Balance		Number of Loans	Principal Balance		Current		Total Financing Receivables		Recorded Investment >90 Days and Accruing
	(Dollars in thousands)
Loan Portfolio
Commercial and industrial	5	$	436	2	$	205	6	$	2,584	13	$	3,225	$	854,488	$	857,713	$	—
Commercial real estate	6	3,396		9	2,200		8	3,772		23	9,368		2,778,292		2,787,660		—
Commercial construction	—	—		—	—		—	—		—	—		376,245		376,245		—
Small business	16	218		5	90		18	203		39	511		114,543		115,054		—
Residential real estate	13	2,621		11	1,692		27	4,222		51	8,535		624,150		632,685		—
Home equity	14	1,199		11	611		30	1,794		55	3,604		961,508		965,112		—
Other consumer (1)	250	230		19	32		15	11		284	273		11,391		11,664		2
Total	304	$	8,100	57	$	4,830	104	$	12,586	465	$	25,516	$	5,720,617	$	5,746,133	$	2

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	December 31, 2015
	30-59 days			60-89 days			90 days or more			Total Past Due					Total Financing Receivables		Recorded Investment >90 Days and Accruing
	Number of Loans	Principal Balance		Number of Loans	Principal Balance		Number of Loans	Principal Balance		Number of Loans	Principal Balance		Current		Total Financing Receivables		Recorded Investment >90 Days and Accruing
	(Dollars in thousands)
Loan Portfolio
Commercial and industrial	9	$	399	4	$	1,021	8	$	3,039	21	$	4,459	$	838,817	$	843,276	$	—
Commercial real estate	19	7,349		6	1,627		13	4,458		38	13,434		2,640,000		2,653,434		—
Commercial construction	—	—		—	—		1	304		1	304		373,064		373,368		—
Small business	11	93		4	9		13	69		28	171		96,075		96,246		—
Residential real estate	20	3,119		11	2,049		19	3,433		50	8,601		630,005		638,606		—
Home equity	21	1,526		11	903		20	1,338		52	3,767		924,036		927,803		—
Other consumer (1)	297	231		12	65		13	25		322	321		14,667		14,988		—
Total	377	$	12,717	48	$	5,674	87	$	12,666	512	$	31,057	$	5,516,664	$	5,547,721	$	—

(1) Other consumer portfolio is inclusive of deposit account overdrafts recorded as loan balances.

Troubled Debt Restructurings

In the course of resolving nonperforming loans, the Bank may choose to restructure the contractual terms of certain loans. The Bank attempts to work out an alternative payment schedule with the borrower in order to avoid foreclosure actions. Any loans that are modified are reviewed by the Bank to identify if a TDR has occurred, which is when, for economic or legal reasons related to a borrower’s financial difficulties, the Bank grants a concession to the borrower that it would not otherwise consider. Terms may be modified to fit the ability of the borrower to repay in line with its current financial status and the restructuring of the loan may include the transfer of assets from the borrower to satisfy the debt, a modification of loan terms, or a combination of the two.

The following table shows the Company’s total TDRs and other pertinent information as of the dates indicated:



	September 30, 2016		December 31, 2015
	(Dollars in thousands)
TDRs on accrual status	$	27,644	$	32,849
TDRs on nonaccrual	5,910		5,225
Total TDRs	$	33,554	$	38,074
Amount of specific reserves included in the allowance for loan losses associated with TDRs	$	1,515	$	1,628
Additional commitments to lend to a borrower who has been a party to a TDR	$	1,097	$	972

The Company’s policy is to have any restructured loan which is on nonaccrual status prior to being modified remain on nonaccrual status for six months subsequent to being modified before management considers its return to accrual status. If the restructured loan is on accrual status prior to being modified, it is reviewed to determine if the modified loan should remain on accrual status. Additionally, loans classified as TDRs are adjusted to reflect the changes in value of the recorded investment in the loan, if any, resulting from the granting of a concession. For all residential loan modifications, the borrower must perform during a 90 day trial period before the modification is finalized.

The following table shows the modifications which occurred during the periods indicated and the change in the recorded investment subsequent to the modifications occurring:

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	Three Months Ended					Nine Months Ended
	September 30, 2016					September 30, 2016
	Number of Contracts	Pre-Modification Outstanding Recorded Investment		Post-Modification Outstanding Recorded Investment (1)		Number of Contracts	Pre-Modification Outstanding Recorded Investment		Post-Modification Outstanding Recorded Investment (1)
	(Dollars in thousands)
Troubled debt restructurings
Commercial and industrial	—	$	—	$	—	7	$	528	$	528
Commercial real estate	3	986		986		9	2,329		2,329
Small business	1	59		59		3	168		168
Residential real estate	—	—		—		5	1,167		1,209
Home equity	4	328		328		8	632		632
Other consumer	—	—		—		5	107		107
Total	8	$	1,373	$	1,373	37	$	4,931	$	4,973



	Three Months Ended					Nine Months Ended
	September 30, 2015					September 30, 2015
	Number of Contracts	Pre-Modification Outstanding Recorded Investment		Post-Modification Outstanding Recorded Investment (1)		Number of Contracts	Pre-Modification Outstanding Recorded Investment		Post-Modification Outstanding Recorded Investment (1)
	(Dollars in thousands)
Troubled debt restructurings
Commercial and industrial	1	$	100	$	100	10	$	1,153	$	1,153
Commercial real estate	1	653		653		6	2,963		2,963
Small business	2	103		103		7	269		269
Residential real estate	2	218		245		5	376		403
Home equity	1	36		36		4	251		251
Total	7	$	1,110	$	1,137	32	$	5,012	$	5,039


(1)	The post-modification balances represent the legal principal balance of the loan on the date of modification. These amounts may show an increase when modifications include a capitalization of interest.

The following table shows the Company’s post-modification balance of TDRs listed by type of modification as of the periods indicated:



	Three Months Ended September 30				Nine Months Ended September 30
	2016		2015		2016		2015
	(Dollars in thousands)				(Dollars in thousands)
Extended maturity	$	256	$	855	$	2,638	$	2,204
Adjusted interest rate	—		—		92		—
Combination rate and maturity	730		246		990		2,769
Court ordered concession	387		36		1,253		66
Total	$	1,373	$	1,137	$	4,973	$	5,039

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The Company considers a loan to have defaulted when it reaches 90 days past due. The following table shows loans that have been modified during the past twelve months which have subsequently defaulted during the periods indicated:



	Three Months Ended September 30
	2016			2015
	Number of Contracts	Recorded Investment		Number of Contracts	Recorded Investment
	(Dollars in thousands)
Troubled debt restructurings that subsequently defaulted
Home equity	1	$	141	—	$	—
	1	$	141	—	$	—

	Nine Months Ended September 30
	2016			2015
	Number of Contracts	Recorded Investment		Number of Contracts	Recorded Investment
	(Dollars in thousands)
Troubled debt restructurings that subsequently defaulted
Commercial real estate	—	$	—	2	$	880
Commercial and industrial	—	—		3	339
Home equity	1	$	141	—	$	—
	1	$	141	5	$	1,219

All TDR loans are considered impaired and therefore are subject to a specific review for impairment. The impairment analysis appropriately discounts the present value of the anticipated cash flows by the loan’s contractual rate of interest in effect prior to the loan’s modification. The amount of impairment, if any, is recorded as a specific loss allocation to each individual loan in the allowance for loan losses. Commercial loans (commercial and industrial, commercial construction, commercial real estate and small business loans), residential loans, and home equity loans that have been classified as TDRs and which subsequently default are reviewed to determine if the loan should be deemed collateral dependent. In such an instance, any shortfall between the value of the collateral and the carrying value of the loan is determined by measuring the recorded investment in the loan against the fair value of the collateral less costs to sell. The Company charges off the amount of any confirmed loan loss in the period when the loans, or portion of loans, are deemed uncollectible. Smaller balance consumer TDR loans are reviewed for performance to determine when a charge-off is appropriate.

Impaired Loans

A loan is considered impaired when, based on current information and events, it is probable that the Company will be unable to collect the scheduled payments of principal or interest when due according to the contractual terms of the loan agreement. Factors considered by management in determining impairment include payment status, collateral value, and the probability of collecting scheduled principal and interest payments when due. Loans that experience insignificant payment delays and payment shortfalls generally are not classified as impaired. Management determines the significance of payment delays and payment shortfalls on a case-by-case basis, taking into consideration all of the circumstances surrounding the loan and the borrower, including the length of the delay, the reasons for the delay, the borrower’s prior payment record, and the amount of the shortfall in relation to the principal and interest owed.

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The tables below set forth information regarding the Company’s impaired loans by loan portfolio at the dates indicated:



	September 30, 2016
	Recorded Investment		Unpaid Principal Balance		Related Allowance
	(Dollars in thousands)
With no related allowance recorded
Commercial and industrial	$	2,382	$	2,750	$	—
Commercial real estate	11,481		12,567		—
Small business	612		703		—
Residential real estate	4,226		4,399		—
Home equity	4,611		4,733		—
Other consumer	158		159		—
Subtotal	23,470		25,311		—
With an allowance recorded
Commercial and industrial	$	2,086	$	2,252	$	134
Commercial real estate	6,596		7,023		355
Small business	357		369		2
Residential real estate	9,967		10,968		1,156
Home equity	1,293		1,459		223
Other consumer	260		261		23
Subtotal	20,559		22,332		1,893
Total	$	44,029	$	47,643	$	1,893



	December 31, 2015
	Recorded Investment		Unpaid Principal Balance		Related Allowance
	(Dollars in thousands)
With no related allowance recorded
Commercial and industrial	$	2,613	$	3,002	$	—
Commercial real estate	12,008		13,128		—
Commercial construction	304		305		—
Small business	527		618		—
Residential real estate	3,874		4,033		—
Home equity	4,893		5,005		—
Other consumer	184		185		—
Subtotal	24,403		26,276		—
With an allowance recorded
Commercial and industrial	$	2,534	$	2,648	$	183
Commercial real estate	10,978		11,047		204
Small business	494		523		4
Residential real estate	11,531		12,652		1,278
Home equity	1,096		1,287		238
Other consumer	374		389		23
Subtotal	27,007		28,546		1,930
Total	$	51,410	$	54,822	$	1,930

The following tables set forth information regarding interest income recognized on impaired loans, by portfolio, for the periods indicated:

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	Three Months Ended				Nine Months Ended
	September 30, 2016				September 30, 2016
	Average Recorded Investment		Interest Income Recognized		Average Recorded Investment		Interest Income Recognized
	(Dollars in thousands)
With no related allowance recorded
Commercial and industrial	$	2,444	$	16	$	2,584	$	48
Commercial real estate	11,549		115		11,775		348
Small business	646		5		679		18
Residential real estate	4,255		42		4,286		134
Home equity	4,616		45		4,677		138
Other consumer	162		3		168		9
Subtotal	23,672		226		24,169		695
With an allowance recorded
Commercial and industrial	$	2,097	$	4	$	2,135	$	13
Commercial real estate	6,854		42		6,977		126
Small business	367		6		384		17
Residential real estate	10,004		92		10,071		272
Home equity	1,299		13		1,310		36
Other consumer	265		2		272		6
Subtotal	20,886		159		21,149		470
Total	$	44,558	$	385	$	45,318	$	1,165



	Three Months Ended				Nine Months Ended
	September 30, 2015				September 30, 2015
	Average Recorded Investment		Interest Income Recognized		Average Recorded Investment		Interest Income Recognized
	(Dollars in thousands)
With no related allowance recorded
Commercial and industrial	$	2,080	$	11	$	2,204	$	41
Commercial real estate	13,876		89		14,433		337
Commercial construction	307		—		309		—
Small business	465		4		484		14
Residential real estate	3,566		42		3,601		123
Home equity	4,585		44		4,670		134
Other consumer	198		4		207		12
Subtotal	25,077		194		25,908		661
With an allowance recorded
Commercial and industrial	$	3,687	$	10	$	3,894	$	57
Commercial real estate	15,830		204		15,993		609
Small business	540		7		564		22
Residential real estate	11,698		106		11,764		358
Home equity	1,221		4		1,238		13
Other consumer	421		4		443		11
Subtotal	33,397		335		33,896		1,070
Total	$	58,474	$	529	$	59,804	$	1,731

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Purchased Credit Impaired Loans

Certain loans acquired by the Company may have shown evidence of deterioration of credit quality since origination and it was therefore deemed unlikely that the Company would be able to collect all contractually required payments. As such, these loans were deemed to be PCI loans and the carrying value and prospective income recognition are predicated upon future cash flows expected to be collected. The following table displays certain information pertaining to PCI loans at the dates indicated:



	September 30, 2016		December 31, 2015
	(Dollars in thousands)
Outstanding balance	$	21,481	$	23,199
Carrying amount	$	19,274	$	20,595

The following table summarizes activity in the accretable yield for the PCI loan portfolio:



	Three Months Ended September 30						Nine Months Ended September 30
	2016			2015			2016			2015
	(Dollars in thousands)
Beginning balance	$	2,625		$	2,527		$	2,827		$	2,974
Acquisition	—			—			—			319
Accretion	(359		)	(592		)	(1,188		)	(2,138		)
Other change in expected cash flows (1)	213			278			744			978
Reclassification from nonaccretable difference for loans which have paid off (2)	—			218			96			298
Ending balance	$	2,479		$	2,431		$	2,479		$	2,431

(1) Represents changes in cash flows expected to be collected and resulting in increased interest income as a prospective yield adjustment over the remaining life of the loan(s).

(2) Results in increased interest income during the period in which the loan paid off at amount greater than originally expected.

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NOTE 5 -EARNINGS PER SHARE

Earnings per share consisted of the following components for the periods indicated:



	Three Months Ended				Nine Months Ended
	September 30				September 30
	2016		2015		2016		2015
	(Dollars in thousands, except share and per share data)
Net income	$	20,484	$	18,594	$	59,469	$	45,505

Weighted Average Shares
Basic shares	26,324,316		26,200,621		26,301,340		25,774,571
Effect of dilutive securities	53,072		63,493		48,354		72,921
Diluted shares	26,377,388		26,264,114		26,349,694		25,847,492

Net income per share
Basic EPS	$	0.78	$	0.71	$	2.26	$	1.77
Effect of dilutive securities	—		—		—		(0.01		)
Diluted EPS	$	0.78	$	0.71	$	2.26	$	1.76

The following table illustrates the options to purchase common stock or shares of performance-based restricted stock that were excluded from the calculation of diluted earnings per share because they were anti-dilutive for the periods indicated:



	Three Months Ended		Nine Months Ended
	September 30		September 30
	2016	2015	2016	2015
Stock options	4,293	—	1,441	—
Performance-based restricted stock	—	—	—	—

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NOTE 6 - STOCK BASED COMPENSATION

Time Vested Restricted Stock Awards

During the nine months ended September 30, 2016, the Company made the following awards of restricted stock:



Date	Shares Granted	Plan	Grant Date Fair Value Per Share		Vesting Period
2/11/2016	51,475	2005 Employee Stock Plan	$	41.96	Ratably over 5 years from grant date
3/1/2016	600	2005 Employee Stock Plan	$	44.37	Ratably over 5 years from grant date
5/24/2016	8,700	2010 NonEmployee Director Stock Plan	$	48.34	Cliff vest 5 years from grant date
9/19/2016	800	2005 Employee Stock Plan	$	52.92	Ratably over 5 years from grant date

The fair value of the restricted stock awards is based upon the average of the high and low price at which the Company’s common stock traded on the date of grant. The holders of restricted stock awards participate fully in the rewards of stock ownership of the Company, including voting and dividend rights.

Performance-Based Restricted Stock Awards

On February 11, 2016, the Company granted 20,450 performance-based restricted stock awards to certain executive level employees. These performance-based restricted stock awards were issued from the 2005 Employee Stock Plan and were determined to have a grant date fair value per share of $41.96. The number of shares to be vested will be contingent upon the Company's attainment of certain performance measures outlined in the award agreement and will be measured as of the end of the three year performance period (January 1, 2016 - December 31, 2018). These awards will be accounted for as equity awards due to the nature of these awards and the fact that these shares will not be settled in cash.

The fair value of the performance-based restricted stock awards, assuming achievement at target, is based upon the average of the high and low price at which the Company’s common stock traded on the date of grant. The holders of these awards are not entitled to receive dividends or vote until the shares are vested.

Stock Options

The Company has made the following awards of nonqualified options to purchase shares of common stock during the nine months ended September 30, 2016:



	Nine Months Ended
	September 30, 2016
Date of grant	7/14/2016			2/20/2016
Plan	2010			2010
Options granted	5,000			5,000
Vesting period (beginning on grant date)	18 months			22 months
Expiration date	7/14/2026			2/20/2026
Expected volatility	32.28		%	32.44		%
Expected life (years)	5.5			5.5
Expected dividend yield	2.37		%	2.28		%
Risk free interest rate	1.14		%	1.29		%
Fair value per option	$	11.46		$	10.59

NOTE 7 - REPURCHASE AGREEMENTS

The Company can raise additional liquidity by entering into repurchase agreements at its discretion. In a security repurchase agreement transaction, the Company will generally sell a security, agreeing to repurchase either the same or substantially identical security on a specified later date, at a greater price than the original sales price. The difference between the sale price and purchase price is the cost of the proceeds, which is recorded as interest expense. The securities underlying the agreements are delivered to counterparties as security for the repurchase obligations. Since the securities are treated as collateral and the agreement does not

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qualify for a full transfer of effective control, the transactions does not meet the criteria to be classified as a sale, and is therefore considered a secured borrowing transaction for accounting purposes. Payments on such borrowings are interest only until the scheduled repurchase date. In a repurchase agreement the Company is subject to the risk that the purchaser may default at maturity and not return the securities underlying the agreements. In order to minimize this potential risk, the Company either deals with established firms when entering into these transactions or with customers whose agreements stipulate that the securities underlying the agreement are not delivered to the customer and instead are held in segregated safekeeping accounts by the Company's safekeeping agents. The tables below set forth information regarding the Company’s repurchase agreements allocated by source of collateral at the dates indicated:



	September 30, 2016
	Remaining Contractual Maturity of the Agreements
	Overnight and Continuous		Up to 30 Days		30-90 Days		Greater than 90 Days		Total
	(Dollars in thousands)
Sources of collateral
U.S. government agency securities	$	15,608	$	—	$	—	$	—	$	15,608
Agency mortgage-backed securities	54,535		—		—		—		54,535
Agency collateralized mortgage obligations	70,771		—		—		—		70,771
Total borrowings	$	140,914	$	—	$	—	$	—	$	140,914



	December 31, 2015
	Remaining Contractual Maturity of the Agreements
	Overnight and Continuous		Up to 30 Days		30-90 Days		Greater than 90 Days		Total
	(Dollars in thousands)
Sources of Collateral
U.S. government agency securities	$	10,157	$	—	$	—	$	—	$	10,157
Agency mortgage-backed securities	69,142		—		—		—		69,142
Agency collateralized mortgage obligations	54,659		—		—		—		54,659
Total borrowings	$	133,958	$	—	$	—	$	—	$	133,958

Certain counterparties monitor collateral, and may request additional collateral to be posted from time to time. For further information regarding the Company's repurchase agreements see Note 9 - Balance Sheet Offsetting.

NOTE 8 - DERIVATIVE AND HEDGING ACTIVITIES

The Company’s derivative financial instruments are used to manage differences in the amount, timing, and duration of the Company’s known or expected cash receipts and its known or expected cash payments principally to manage the Company’s interest rate risk. Additionally, the Company enters into interest rate derivatives and foreign exchange contracts to accommodate the business requirements of its customers (“customer related positions”). The Company minimizes the market and liquidity risks of customer related positions by entering into similar offsetting positions with broker-dealers. Derivative instruments are carried at fair value in the Company’s financial statements. The accounting for changes in the fair value of a derivative instrument is dependent upon whether or not it qualifies as a hedge for accounting purposes, and further, by the type of hedging relationship.

The Company does not enter into proprietary trading positions for any derivatives.

Interest Rate Positions

The Company currently utilizes interest rate swap agreements as hedging instruments against interest rate risk associated with the Company’s borrowings. An interest rate swap is an agreement whereby one party agrees to pay a floating rate of interest on a notional principal amount in exchange for receiving a fixed rate of interest on the same notional amount, for a predetermined period of time, from a second party. The amounts relating to the notional principal amount are not actually exchanged. The maximum length of time over which the Company is currently hedging its exposure to the variability in future cash flows for forecasted transactions related to the payment of variable interest on existing financial instruments is five years.

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The following table reflects the Company’s derivative positions for the periods indicated below for interest rate swaps which qualify as cash flow hedges for accounting purposes:



September 30, 2016
Notional Amount		Trade Date	Effective Date	Maturity Date		Receive (Variable) Index	Current Rate Received		Pay Fixed Swap Rate		Fair Value
(Dollars in thousands)
$	25,000	16-Feb-06	28-Dec-06	28-Dec-16		3 Month LIBOR	0.85	%	5.04	%	$	(255	)
25,000		16-Feb-06	28-Dec-06	28-Dec-16		3 Month LIBOR	0.85	%	5.04	%	(255		)
25,000		9-Dec-08	10-Dec-08	10-Dec-18		3 Month LIBOR	0.85	%	2.94	%	(1,068		)
25,000		1-Apr-16	17-Jan-17	15-Dec-21	(1)	3 Month LIBOR	TBD		1.36	%	(208		)
25,000		1-Apr-16	17-Jan-17	15-Dec-21	(1)	3 Month LIBOR	TBD		1.36	%	(207		)
$	125,000										$	(1,993	)
December 31, 2015
Notional Amount		Trade Date	Effective Date	Maturity Date		Receive (Variable) Index	Current Rate Received		Pay Fixed Swap Rate		Fair Value
				(Dollars in thousands)
$	25,000	16-Feb-06	28-Dec-06	28-Dec-16		3 Month LIBOR	0.51	%	5.04	%	$	(1,054	)
25,000		16-Feb-06	28-Dec-06	28-Dec-16		3 Month LIBOR	0.51	%	5.04	%	(1,055		)
25,000		9-Dec-08	10-Dec-08	10-Dec-18		3 Month LIBOR	0.49	%	2.94	%	(1,164		)
$	75,000										$	(3,273	)

(1) In April 2016, the Company entered into two forward starting swaps with notional amounts of $25.0 million each, with the intention of hedging $50.0 million of existing junior subordinated debentures, as the current hedges on this borrowing expire in December 2016.

For derivative instruments that are designated and qualify as cash flow hedging instruments, the effective portion of the gains or losses is reported as a component of other comprehensive income ("OCI"), and is subsequently reclassified into earnings in the period that the hedged forecasted transaction affects earnings. The Company expects approximately $914,000 (pre-tax) to be reclassified to interest expense from OCI related to the Company’s cash flow hedges in the next twelve months. This reclassification is due to anticipated payments that will be made and/or received on the swaps based upon the forward curve as of September 30, 2016.

The Company recognized $61,000 and $183,000 of net amortization income that was an offset to interest expense related to previously terminated swaps for the three and nine month periods ended September 30, 2016 and 2015, respectively.

The Company had no fair value hedges as of September 30, 2016 or December 31, 2015.

Customer Related Positions

Loan level derivatives, primarily interest rate swaps, offered to commercial borrowers through the Company’s loan level derivative program do not qualify as hedges for accounting purposes. The Company believes that its exposure to commercial customer derivatives is limited because these contracts are simultaneously matched at inception with an offsetting dealer transaction. The commercial customer derivative program allows the Company to retain variable-rate commercial loans while allowing the customer to synthetically fix the loan rate by entering into a variable-to-fixed interest rate swap.

Foreign exchange contracts offered to commercial borrowers through the Company’s derivative program do not qualify as hedges for accounting purposes. The Company acts as a seller and buyer of foreign exchange contracts to accommodate its customers. To mitigate the market and liquidity risk associated with these derivatives, the Company enters into similar offsetting positions.

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The following table reflects the Company’s customer related derivative positions for the periods indicated below for those derivatives not designated as hedging:



		Notional Amount Maturing
	Number of Positions (1)	Less than 1 year		Less than 2 years		Less than 3 years		Less than 4 years		Thereafter		Total		Fair Value
	September 30, 2016
	(Dollars in thousands)
Loan level swaps
Receive fixed, pay variable	201	$	29,006	$	33,125	$	79,593	$	79,123	$	559,208	$	780,055	$	41,390
Pay fixed, receive variable	186	$	29,006	$	33,125	$	79,593	$	79,123	$	559,208	$	780,055	$	(41,357	)
Foreign exchange contracts
Buys foreign currency, sells U.S. currency	24	$	48,831	$	—	$	—	$	—	$	—	$	48,831	$	91
Buys U.S. currency, sells foreign currency	24	$	48,831	$	—	$	—	$	—	$	—	$	48,831	$	(66	)
	December 31, 2015
	(Dollars in thousands)
Loan level swaps
Receive fixed, pay variable	171	$	37,732	$	34,424	$	29,629	$	77,041	$	488,110	$	666,936	$	22,467
Pay fixed, receive variable	165	$	37,732	$	34,424	$	29,629	$	77,041	$	488,110	$	666,936	$	(22,462	)
Foreign exchange contracts
Buys foreign currency, sells U.S. currency	21	$	38,416	$	—	$	—	$	—	$	—	$	38,416	$	(354	)
Buys U.S. currency, sells foreign currency	21	$	38,416	$	—	$	—	$	—	$	—	$	38,416	$	382


(1)	The Company may enter into one dealer swap agreement which offsets multiple commercial borrower swap agreements.

Mortgage Derivatives

Prior to closing and funding certain 1- 4 family residential mortgage loans, an interest rate lock commitment is generally extended to the borrower. During the period from commitment date to closing date, the Company is subject to the risk that market rates of interest may change. If market rates rise, investors generally will pay less to purchase such loans resulting in a reduction in the gain on sale of the loans or, possibly, a loss. In an effort to mitigate such risk, forward delivery sales commitments are executed, under which the Company agrees to deliver whole mortgage loans to various investors. These forward commitments carry a market price that has a strong inverse relationship to that of mortgage prices. Certain assumptions, including pull through rates and rate lock periods, are used in managing the existing and future hedges. The effectiveness of the economic hedges rely on the accuracy of these assumptions.

The change in fair value on the interest rate lock commitments and forward delivery sale commitments are recorded in current period earnings as a component of mortgage banking income. In addition, the Company has elected the fair value option to carry loans held for sale at fair value. The change in fair value of loans held for sale is recorded in current period earnings as a component of mortgage banking income in accordance with the Company's fair value election. The change in fair value associated with loans held for sale was an increase of $47,000 and a decrease of $181,000 for the three month periods ended September 30, 2016 and 2015, respectively, and increases of $60,000 and $3,000 for the nine month periods ended September 30, 2016 and 2015, respectively. These amounts were offset in earnings by the change in the fair value of mortgage derivatives. The table below presents the fair value of the Company’s derivative financial instruments as well as their classification on the balance sheet at the periods indicated:

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	Asset Derivatives					Liability Derivatives
		Fair Value at		Fair Value at			Fair Value at		Fair Value at
	Balance Sheet Location	September 30 2016		December 31 2015		Balance Sheet Location	September 30 2016		December 31 2015
	(Dollars in thousands)
Derivatives designated as hedges
Interest rate derivatives	Other assets	$	—	$	—	Other liabilities	$	1,993	$	3,273
Derivatives not designated as hedges
Customer Related Positions
Loan level derivatives	Other assets	$	41,411	$	22,470	Other liabilities	$	41,378	$	22,465
Foreign exchange contracts	Other assets	494		602		Other liabilities	469		574
Mortgage Derivatives
Interest rate lock commitments	Other assets	488		233		Other liabilities	—		—
Forward sales agreements	Other assets	163		—		Other liabilities	—		1
		$	42,556	$	23,305		$	41,847	$	23,040
Total		$	42,556	$	23,305		$	43,840	$	26,313

The table below presents the effect of the Company’s derivative financial instruments included in OCI and current earnings for the periods indicated:



	Three Months Ended						Nine Months Ended
	September 30						September 30
	2016			2015			2016			2015
	(Dollars in thousands)
Derivatives designated as hedges
Gain in OCI on derivatives (effective portion), net of tax	$	674		$	132		$	653		$	596
Loss reclassified from OCI into interest expense (effective portion)	$	(648	)	$	(715	)	$	(1,949	)	$	(2,130	)
Loss recognized in income on derivatives (ineffective portion and amount excluded from effectiveness testing)
Interest expense	$	—		$	—		$	—		$	—
Other expense	—			—			—			—
Total	$	—		$	—		$	—		$	—
Derivatives not designated as hedges
Changes in fair value of customer related positions
Other income	$	(42	)	$	39		$	71		$	56
Other expense	(12		)	—			(46		)	(51		)
Changes in fair value of mortgage derivatives
Mortgage banking income	115			174			$	419		67
Total	$	61		$	213		$	444		$	72

By using derivatives, the Company is exposed to credit risk to the extent that counterparties to the derivative contracts do not perform as required. Should a counterparty fail to perform under the terms of a derivative contract, the Company's credit exposure on interest rate swaps is limited to the net positive fair value and accrued interest of all swaps with each counterparty. The Company seeks to minimize counterparty credit risk through credit approvals, limits, monitoring procedures, and obtaining collateral, where appropriate. Institutional counterparties must have an investment grade credit rating and be approved by the Company's Board of Directors. As such, management believes the risk of incurring credit losses on derivative contracts with those counterparties is remote and losses, if any, would be immaterial. The Company had $10,000 exposure at September 30, 2016 and $2,000 in exposure relating to institutional counterparties at December 31, 2015. The Company’s exposure relating to customer

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counterparties was approximately $42.1 million and $23.2 million at September 30, 2016 and December 31, 2015, respectively. Credit exposure may be reduced by the amount of collateral pledged by the counterparty.

NOTE 9 - BALANCE SHEET OFFSETTING

The Company does not offset fair value amounts recognized for derivative instruments or repurchase agreements. The Company does net the amount recognized for the right to reclaim cash collateral against the obligation to return cash collateral arising from derivative instruments executed with the same counterparty under a master netting arrangement. Collateral legally required to be maintained at dealer banks by the Company is monitored and adjusted as necessary. At September 30, 2016, it was determined that no additional collateral would have to be posted to immediately settle these instruments.

The following tables present the Company's asset and liability derivative positions and the potential effect of netting arrangements on its financial position, as of the periods indicated:



							Gross Amounts Not Offset in the Statement of Financial Position
	Gross Amounts Recognized in the Statement of Financial Position		Gross Amounts Offset in the Statement of Financial Position		Net Amounts Presented in the Statement of Financial Position		Financial Instruments		Collateral Pledged (Received)		Net Amount
	September 30, 2016
	(Dollars in thousands)
Derivative Assets
Loan level derivatives	$	41,411	$	—	$	41,411	$	10	$	—	$	41,401
Customer foreign exchange contracts	494		—		494		—		—		494
	$	41,905	$	—	$	41,905	$	10	$	—	$	41,895

Derivative Liabilities
Interest rate swaps	$	1,993	$	—	$	1,993	$	—	$	1,993	$	—
Loan level derivatives	41,378		—		41,378		10		41,358		10
Customer foreign exchange contracts	469		—		469		—		—		469
Repurchase agreements
Customer repurchase agreements	140,914		—		140,914		—		140,914		—
	$	184,754	$	—	$	184,754	$	10	$	184,265	$	479

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							Gross Amounts Not Offset in the Statement of Financial Position
	Gross Amounts Recognized in the Statement of Financial Position		Gross Amounts Offset in the Statement of Financial Position		Net Amounts Presented in the Statement of Financial Position		Financial Instruments (1)		Collateral Pledged (Received)		Net Amount
	December 31, 2015
	(Dollars in thousands)
Derivative Assets
Loan level derivatives	$	22,470	$	—	$	22,470	$	2	$	—	$	22,468
Customer foreign exchange contracts	602		—		602		—		—		602
	$	23,072	$	—	$	23,072	$	2	$	—	$	23,070

Derivative Liabilities
Interest rate swaps	$	3,273	$	—	$	3,273	$	—	$	3,273	$	—
Loan level derivatives	22,465		—		22,465		2		22,461		2
Customer foreign exchange contracts	574		—		574		—		—		574
Repurchase agreements
Customer repurchase agreements	133,958		—		133,958		—		133,958		—
	$	160,270	$	—	$	160,270	$	2	$	159,692	$	576


(1)	Reflects offsetting derivative positions with the same counterparty.

The Company has agreements with certain of its derivative counterparties that contain a provision where if the Company fails to maintain its status as a well capitalized institution, then the Company could be required to terminate any outstanding derivatives with the counterparty. All liability position interest rate swap and customer loan level swap counterparties have credit-risk contingent features as of the dates indicated in the table above. In addition, derivative instruments that contain credit-risk related contingent features that are in a net liability position require the Company to assign collateral as noted in the table above.

NOTE 10 - FAIR VALUE MEASUREMENTS

Fair value is a market-based measure considered from the perspective of a market participant rather than an entity-specific measure. Therefore, even when market assumptions are not readily available, the Company’s own assumptions are set to reflect those that market participants would use in pricing the asset or liability at the measurement date. If there has been a significant decrease in the volume and level of activity for the asset or liability, regardless of the valuation technique(s) used, the objective of a fair value measurement remains the same. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction (that is, not a forced liquidation or distressed sale) between market participants at the measurement date under current market conditions. The Company uses prices and inputs that are current as of the measurement date. In periods of market dislocation, the observability of prices and inputs may be reduced for many instruments. This condition could cause an instrument to be reclassified from one level to another.

The Fair Value Measurements and Disclosures Topic of the FASB ASC defines fair value and establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy under the Fair Value Measurements and Disclosures Topic of the FASB ASC are described below:

Level 1 – Inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date.

Level 2 – Valuations based on quoted prices in markets that are not active or for which all significant inputs are observable, either directly or indirectly.

Level 3 – Prices or valuations that require inputs that are both significant to the fair value measurement and unobservable.

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To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Accordingly, the degree of judgment exercised by the Company in determining fair value is greatest for instruments categorized in Level 3. A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement.

Valuation Techniques

There have been no changes in the valuation techniques used during the current period.

Securities:

Trading Securities

These equity securities are valued based on market quoted prices. These securities are categorized in Level 1 as they are actively traded and no valuation adjustments have been applied.

U.S. Government Agency Securities

Fair value is estimated using either multi-dimensional spread tables or benchmarks. The inputs used include benchmark yields, reported trades, and broker/dealer quotes. These securities are classified as Level 2.

Agency Mortgage-Backed Securities

Fair value is estimated using either a matrix or benchmarks. The inputs used include benchmark yields, reported trades, broker/dealer quotes, and issuer spreads. These securities are categorized as Level 2.

Agency Collateralized Mortgage Obligations and Small Business Administration Pooled Securities

The valuation model for these securities is volatility-driven and ratings based, and uses multi-dimensional spread tables. The inputs used include benchmark yields, reported trades, new issue data, broker dealer quotes, and collateral performance. If there is at least one significant model assumption or input that is not observable, these securities are categorized as Level 3 within the fair value hierarchy; otherwise, they are classified as Level 2.

State, County, and Municipal Securities

The fair value is estimated using a valuation matrix with inputs including bond interest rate tables, recent transaction, and yield relationships. These securities are categorized as Level 2.

Single and Pooled Issuer Trust Preferred Securities

The fair value of trust preferred securities, including pooled and single issuer preferred securities, is estimated using external pricing models, discounted cash flow methodologies or similar techniques. The inputs used in these valuations include benchmark yields, reported trades, new issue data, broker dealer quotes, and collateral performance. If there is at least one significant model assumption or input that is not observable, these securities are classified as Level 3 within the fair value hierarchy; otherwise, they are classified as Level 2.

Equity Securities

These equity securities are valued based on market quoted prices. These securities are classified as Level 1 as they are actively traded and no valuation adjustments have been applied.

Loans Held for Sale

The Company has elected the fair value option to account for originated closed loans intended for sale. The fair value is measured on an individual loan basis using quoted market prices and when not available, comparable market value or discounted cash flow analysis may be utilized. These assets are typically classified as Level 2.

Derivative Instruments

Derivatives

The valuation of these instruments is determined using widely accepted valuation techniques including discounted cash flow analysis on the expected cash flows of each derivative. This analysis reflects the contractual terms of the derivatives, including the period to maturity, and uses observable market-based inputs, including interest rate curves and implied volatilities. The Company incorporates credit valuation adjustments to appropriately reflect nonperformance risk in the fair value measurements. In adjusting the fair value of its derivative contracts for the effect of nonperformance risk, the Company has considered the impact of netting and any applicable credit enhancements, such as collateral postings. Additionally, in conjunction with fair value measurement guidance, the Company has made an accounting policy election to measure the credit risk of its derivative financial

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instruments that are subject to master netting agreements on a net basis by counterparty portfolio. Although the Company has determined that the majority of the inputs used to value its interest rate derivatives fall within Level 2 of the fair value hierarchy, the credit valuation adjustments associated with its derivatives utilize Level 3 inputs, such as estimates of current credit spreads to evaluate the likelihood of default by the Company and its counterparties. However, as of September 30, 2016 and December 31, 2015, the Company has assessed the significance of the impact of the credit valuation adjustments on the overall valuation of its derivative positions and has determined that the credit valuation adjustments are not significant to the overall valuation of its derivatives. As a result, the Company has determined that its derivative valuations in their entirety are classified as Level 2.

Mortgage Derivatives

The fair value of mortgage derivatives is determined based on current market prices for similar assets in the secondary market and, therefore, classified as Level 2 within the fair value hierarchy.

Impaired Loans

Collateral dependent loans that are deemed to be impaired are valued based upon the lower of cost or fair value of the underlying collateral less costs to sell. The inputs used in the appraisals of the collateral are not always observable, and therefore the loans may be classified as Level 3 within the fair value hierarchy; otherwise, they are classified as Level 2.

Other Real Estate Owned and Other Foreclosed Assets

The fair values are generally estimated based upon recent appraisal values of the property less costs to sell the property, as Other Real Estate Owned ("OREO") and Other Foreclosed Assets are valued at the lower of cost or fair value of the property, less estimated costs to sell. Certain inputs used in appraisals are not always observable, and therefore OREO and Other Foreclosed Assets may be classified as Level 3 within the fair value hierarchy.

Goodwill and Other Intangible Assets

Goodwill and other intangible assets are subject to impairment testing. The Company conducts an annual impairment test of goodwill in the third quarter of each year, or more frequently if necessary, and other intangible assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable. To estimate the fair value of goodwill and, if necessary, other intangible assets, the Company utilizes both a comparable analysis of relevant price multiples in recent market transactions and discounted cash flow analysis. Both valuation models require a significant degree of management judgment. In the event the fair value as determined by the valuation model is less than the carrying value, the intangibles may be impaired. If the impairment testing resulted in impairment, the Company would classify the impaired goodwill and other intangible assets subjected to nonrecurring fair value adjustments as Level 3.

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Assets and liabilities measured at fair value at the periods indicated were as follows:



			Fair Value Measurements at Reporting Date Using
	Balance		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
	September 30, 2016
	(Dollars in thousands)
Recurring fair value measurements
Assets
Trading securities	$	809	$	809	$	—	$	—
Securities available for sale
U.S. Government agency securities	25,306		—		25,306		$	—
Agency mortgage-backed securities	185,573		—		185,573		—
Agency collateralized mortgage obligations	108,596		—		108,596		—
State, county, and municipal securities	4,360		—		4,360		—
Single issuer trust preferred securities issued by banks and insurers	2,297		—		2,297		—
Pooled trust preferred securities issued by banks and insurers	1,538		—		—		1,538
Small business administration pooled securities	39,880		—		39,880		—
Equity securities	19,458		19,458		—		—
Loans held for sale	13,334		—		13,334		—
Derivative instruments	42,556		—		42,556		—
Liabilities
Derivative instruments	43,840		—		43,840		—
Total recurring fair value measurements	$	399,867	$	20,267	$	378,062	$	1,538

Nonrecurring fair value measurements
Assets
Collateral dependent impaired loans	$	3,056	$	—	$	—	$	3,056
Other real estate owned and other foreclosed assets	1,798		—		—		1,798
Total nonrecurring fair value measurements	$	4,854	$	—	$	—	$	4,854

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			Fair Value Measurements at Reporting Date Using
	Balance		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
	December 31, 2015
	(Dollars in thousands)
Recurring fair value measurements
Assets
Trading securities	$	356	$	356	$	—	$	—
Securities available for sale
U.S. Government agency securities	$	30,215	$	—	$	30,215	$	—
Agency mortgage-backed securities	210,937		—		210,937		—
Agency collateralized mortgage obligations	63,584		—		63,584		—
State, county, and municipal securities	4,659		—		4,659		—
Single issuer trust preferred securities issued by banks and insurers	2,792		—		2,792		—
Pooled trust preferred securities issued by banks and insurers	1,572		—		—		1,572
Small business administration pooled securities	40,449		—		40,449		—
Equity securities	13,041		13,041		—		—
Loans held for sale	5,990		—		5,990		—
Derivative instruments	23,305		—		23,305		—
Liabilities
Derivative instruments	26,313		—		26,313		—
Total recurring fair value measurements	$	370,587	$	13,397	$	355,618	$	1,572

Nonrecurring fair value measurements:
Assets
Collateral dependent impaired loans	$	4,598	$	—	$	—	$	4,598
Other real estate owned and other foreclosed assets	2,159		—		—		2,159
Total nonrecurring fair value measurements	$	6,757	$	—	$	—	$	6,757

The table below presents a reconciliation for all assets and liabilities measured at fair value on a recurring basis using significant unobservable inputs (Level 3), which were valued using pricing models and discounted cash flow methodologies, as of the dates indicated:



	Three Months Ended
	September 30
	2016			2015
	(Dollars in thousands)
Pooled Trust Preferred Securities
Beginning balance	$	1,506		$	1,595
Gains and (losses) (realized/unrealized)
Included in other comprehensive income	41			12
Settlements	(9		)	(21		)
Ending balance	$	1,538		$	1,586

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	Nine Months Ended
	September 30
	2016			2015
	(Dollars in thousands)
Pooled Trust Preferred Securities
Beginning balance	$	1,572		$	6,321
Gains and (losses) (realized/unrealized)
Included in other comprehensive income	(17		)	20
Sales	—			(4,679		)
Settlements	(17		)	(76		)
Ending balance	$	1,538		$	1,586

It is the Company’s policy to recognize the transfers between levels of the fair value hierarchy as of the end of the reporting period. There were no transfers between the levels of the fair value hierarchy for any assets or liabilities measured at fair value on a recurring basis during the nine month periods ended September 30, 2016 or 2015.

The following table sets forth certain unobservable inputs regarding the Company’s investment in securities that are classified as Level 3 for the periods indicated:



	September 30 2016		December 31 2015			September 30 2016	December 31 2015	September 30 2016	December 31 2015
Valuation Technique	Fair Value				Unobservable Inputs	Range		Weighted Average
	(Dollars in thousands)
Discounted cash flow methodology
Pooled trust preferred securities	$	1,538	$	1,572	Cumulative prepayment	0% - 63%	0% - 64%	2.6%	2.7%
					Cumulative default	5% - 100%	5% - 100%	12.9%	15.1%
					Loss given default	85% - 100%	85% - 100%	94.2%	94.2%
					Cure given default	0% - 75%	0% - 75%	60.9%	62.3%
Appraisals of collateral (1)
Impaired loans	$	3,056	$	4,598
Other real estate owned and foreclosed assets	$	1,798	$	2,159


(1)	Fair value is generally determined through independent appraisals of the underlying collateral, which generally include various Level 3 inputs which are not identifiable. Appraisals may be adjusted by management for qualitative factors such as economic factors and estimated liquidation expenses. The range of these possible adjustments may vary.

For the fair value measurements in the table above, which are classified as Level 3 within the fair value hierarchy, the Company’s Treasury and Finance groups determine the valuation policies and procedures. For the pricing of the securities, the Company uses third-party pricing information, without adjustment. Depending on the type of the security, management employs various techniques to analyze the pricing it receives from third parties, such as analyzing changes in market yields and in certain instances reviewing the underlying collateral of the security. Management reviews changes in fair value from period to period and performs testing to ensure that prices received from the third parties are consistent with their expectation of the market. For the securities whose market is deemed to be inactive and which are categorized as Level 3, the fair value models are calibrated and significant inputs are back tested on a quarterly basis, to the extent possible. This testing is done by the third party service provider, who performs this testing by comparing anticipated inputs to actual results. Significant changes in fair value from period to period are closely scrutinized to ensure fair value models are not flawed. The driver(s) of the respective change in fair value and the method for forecasting the driver(s) is closely considered by management.

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The significant unobservable inputs used in the fair value measurement of the Company’s pooled trust preferred securities are cumulative prepayment rates, cumulative default rates, loss given default rates and cure given default rates. Significant increases (decreases) in deferrals or defaults, in isolation, would result in a significantly lower (higher) fair value measurement. Alternatively, significant increases (decreases) in cure rates, in isolation, would result in a significantly higher (lower) fair value measurement.

Additionally, the Company has certain assets which are marked to fair value on a nonrecurring basis which are categorized within Level 3. These assets include collateral dependent impaired loans and OREO. The determination of the fair value amount is derived from the use of independent third party appraisals and evaluations, prepared by firms from a predetermined list of qualified and approved appraisers or evaluators. Upon receipt of an appraisal or evaluation, the Company's Commercial Real Estate Appraisal Department will review the report for compliance with regulatory and Company standards, as well as reasonableness and acceptance of the value conclusions. Any issues or concerns regarding compliance or value conclusions will be addressed with the engaged firm and the report may be adjusted or revised. If a disagreement cannot be resolved, the Commercial Real Estate Appraisal Department will either address the key issues and modify the report for acceptance or reject the report and re-order a new report. Ultimately, the Company’s Commercial Real Estate Appraisal Department will confirm the collateral value as part of its review process.

The estimated fair values and related carrying amounts for assets and liabilities for which fair value is only disclosed are shown below as of the periods indicated:



					Fair Value Measurements at Reporting Date Using
	Carrying Value		Fair Value		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
	September 30, 2016
	(Dollars in thousands)
Financial assets
Securities held to maturity(a)
U.S. Treasury securities	$	1,008	$	1,089	$	—	$	1,089	$	—
Agency mortgage-backed securities	148,822		155,131		—		155,131		—
Agency collateralized mortgage obligations	246,744		250,260		—		250,260		—
Single issuer trust preferred securities issued by banks	1,500		1,547		—		1,547		—
Small business administration pooled securities	32,689		33,807		—		33,807		—
Loans, net of allowance for loan losses(b)	5,684,872		5,622,922		—		—		5,622,922
Financial liabilities
Time certificates of deposits(c)	$	629,071	$	631,043	$	—	$	631,043	$	—
Federal Home Loan Bank borrowings(c)	50,826		51,172		—		51,172		—
Customer repurchase agreements and other short-term borrowings(c)	140,914		140,914		—		—		140,914
Junior subordinated debentures(d)	73,157		75,993		—		75,993		—
Subordinated debentures(c)	34,624		35,222		—		—		35,222

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					Fair Value Measurements at Reporting Date Using
	Carrying Value		Fair Value		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
	December 31, 2015
	(Dollars in thousands)
Financial assets
Securities held to maturity(a)
U.S. Treasury securities	$	1,009	$	1,064	$	—	$	1,064	$	—
Agency mortgage-backed securities	167,134		170,375		—		170,375		—
Agency collateralized mortgage obligations	267,348		264,891		—		264,891		—
State, county, and municipal securities	225		227		—		227		—
Single issuer trust preferred securities issued by banks	1,500		1,522		—		1,522		—
Small business administration pooled securities	35,291		35,664		—		35,664		—
Corporate debt securities	5,000		5,006		—		5,006		—
Loans, net of allowance for loan losses(b)	5,487,298		5,417,425		—		—		5,417,425
Financial liabilities
Time certificates of deposits(c)	$	684,830	$	684,370	$	—	$	684,370	$	—
Federal Home Loan Bank borrowings(c)	102,080		102,396		—		102,396		—
Customer repurchase agreements and other short-term borrowings(c)	133,958		133,958		—		—		133,958
Junior subordinated debentures(d)	73,306		73,871		—		73,871		—
Subordinated debentures(c)	34,589		34,370		—		—		34,370


(a)	The fair values presented are based on quoted market prices, where available. If quoted market prices are not available, fair values are based on quoted market prices of comparable instruments and/or discounted cash flow analyses.


(b)	Fair value is estimated by discounting the future cash flows using the current rates at which similar loans would be made to borrowers with similar credit ratings and for the same remaining maturities or cash flows.


(c)	Fair value was determined by discounting anticipated future cash payments using rates currently available for instruments with similar remaining maturities.


(d)	Fair value was determined based upon market prices of securities with similar terms and maturities.

This summary excludes financial assets and liabilities for which the carrying value approximates fair value. For financial assets, these include cash and due from banks, federal funds sold, short-term investments, FHLB stock, and cash surrender value of life insurance policies. For financial liabilities, these include demand, savings, money market deposits, and federal funds purchased. These instruments would all be considered to be classified as Level 1 within the fair value hierarchy. Also excluded from the summary are financial instruments measured at fair value on a recurring and nonrecurring basis, as previously described.

The Company considers its financial instruments' current use to be the highest and best use of the instruments.

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NOTE 11 - COMPREHENSIVE INCOME (LOSS)

The following table presents a reconciliation of the changes in the components of other comprehensive income (loss) for the dates indicated, including the amount of income tax (expense) benefit allocated to each component of other comprehensive income (loss):



	Three Months Ended September 30, 2016									Nine Months Ended September 30, 2016
	Pre Tax Amount			Tax (Expense) Benefit			After Tax Amount			Pre Tax Amount			Tax (Expense) Benefit			After Tax Amount
	(Dollars in thousands)
Change in fair value of securities available for sale	$	(1,315	)	$	499		$	(816	)	$	8,351		$	(3,248	)	$	5,103
Less: net security losses reclassified into other noninterest income	—			—			—			(27		)	11			(16		)
Net change in fair value of securities available for sale	(1,315		)	499			(816		)	8,378			(3,259		)	5,119

Change in fair value of cash flow hedges	486			(196		)	290			(852		)	352			(500		)
Less: net cash flow hedge gains reclassified into interest on borrowings expense (1)	(648		)	264			(384		)	(1,949		)	796			(1,153		)
Net change in fair value of cash flow hedges	1,134			(460		)	674			1,097			(444		)	653

Net unamortized loss related to defined benefit pension and other postretirement adjustments arising during the period	(28		)	11			(17		)	(84		)	33			(51		)
Amortization of net actuarial losses	61			(25		)	36			183			(75		)	108
Amortization of net prior service costs	69			(29		)	40			207			(84		)	123
Net change in other comprehensive income for defined benefit postretirement plans (2)	102			(43		)	59			306			(126		)	180
Total other comprehensive income (loss)	$	(79	)	$	(4	)	$	(83	)	$	9,781		$	(3,829	)	$	5,952

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	Three Months Ended September 30, 2015									Nine Months Ended September 30, 2015
	Pre Tax Amount			Tax (Expense) Benefit			After Tax Amount			Pre Tax Amount			Tax (Expense) Benefit			After Tax Amount
	(Dollars in thousands)
Change in fair value of securities available for sale	$	1,966		$	(755	)	$	1,211		$	597		$	(239	)	$	358
Less: net security losses reclassified into other noninterest income	—			—			—			(315		)	129			(186		)
Net change in fair value of securities available for sale	1,966			(755		)	1,211			912			(368		)	544

Change in fair value of cash flow hedges	(493		)	201			(292		)	(1,096		)	429			(667		)
Less: net cash flow hedge losses reclassified into interest on borrowings expense (1)	715			(291		)	424			2,130			(867		)	1,263
Net change in fair value of cash flow hedges	222			(90		)	132			1,034			(438		)	596

Net unamortized gain related to defined benefit pension and other postretirement adjustments arising during the period	50			(21		)	29			137			(71		)	66
Amortization of net actuarial losses	61			(25		)	36			182			(74		)	108
Amortization of net prior service costs	75			(30		)	45			227			(92		)	135
Net change in other comprehensive income for defined benefit postretirement plans (2)	186			(76		)	110			546			(237		)	309
Total other comprehensive income	$	2,374		$	(921	)	$	1,453		$	2,492		$	(1,043	)	$	1,449

(1)

Includes the amortization of the remaining balance of a realized but unrecognized gain, net of tax, from the termination of interest rate swaps in June 2009. The original gain of $1.4 million, net of tax, is being recognized in earnings through December 2018, the original maturity date of the swap. The balance of this gain has amortized to $317,000 and $463,000 at September 30, 2016 and 2015, respectively.


(2)	The amortization of prior service costs is included in the computation of net periodic pension cost as disclosed in the Employee Benefit Plans footnote in the Company's Annual Report on Form 10-K for the year ended December 31, 2015, filed with the Securities and Exchange Commission.

Information on the Company’s accumulated other comprehensive income (loss), net of tax, is comprised of the following components as of the periods indicated:



	Unrealized Gain on Securities		Unrealized Loss on Cash Flow Hedge			Deferred Gain on Hedge Transactions			Defined Benefit Postretirement Plans			Accumulated Other Comprehensive Income (Loss)
	(Dollars in thousands)
	2016
Beginning balance: January 1, 2016	$	1,306	$	(1,955	)	$	427		$	(2,230	)	$	(2,452	)
Net change in other comprehensive income (loss)	5,119		763			(110		)	180			5,952
Ending balance: September 30, 2016	$	6,425	$	(1,192	)	$	317		$	(2,050	)	$	3,500
	2015
Beginning balance: January 1, 2015	$	3,389	$	(3,298	)	$	571		$	(2,794	)	$	(2,132	)
Net change in other comprehensive income (loss)	544		704			(108		)	309			1,449
Ending balance: September 30, 2015	$	3,933	$	(2,594	)	$	463		$	(2,485	)	$	(683	)

NOTE 12 - COMMITMENTS AND CONTINGENCIES

Financial Instruments with Off-Balance Sheet Risk

In the normal course of business, the Company enters into various transactions to meet the financing needs of its customers, which, in accordance with GAAP, are not included in its consolidated balance sheets. These transactions include commitments

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to extend credit and standby letters of credit, which involve, to varying degrees, elements of credit risk and interest rate risk in excess of the amounts recognized in the consolidated balance sheets. The Company minimizes its exposure to loss under these commitments by subjecting them to credit approval and monitoring procedures.

The Company enters into contractual commitments to extend credit, normally with fixed expiration dates or termination clauses, at specified rates and for specific purposes. Substantially all of these commitments to extend credit are contingent upon customers maintaining specific credit standards at the time of loan funding.

Standby letters of credit are written conditional commitments issued to guarantee the performance of a customer to a third party. In the event the customer does not perform in accordance with the terms of the agreement with the third party, the Company would be required to fund the commitment. The maximum potential amount of future payments the Company could be required to make is represented by the contractual amount of the commitment. If the commitment were funded, the Company would be entitled to seek recovery from the customer. The Company’s policies generally require that standby letter of credit arrangements contain security and debt covenants similar to those contained in loan agreements.

The fees collected in connection with the issuance of standby letters of credit are representative of the fair value of its obligation undertaken in issuing the guarantee. In accordance with applicable accounting standards related to guarantees, fees collected in connection with the issuance of standby letters of credit are deferred. The fees are then recognized in income proportionately over the life of the standby letter of credit agreement. The deferred standby letter of credit fees represent the fair value of the Company's potential obligations under the standby letter of credit guarantees.

The following table summarizes the above financial instruments at the dates indicated:



	September 30, 2016		December 31, 2015
	(Dollars in thousands)
Commitments to extend credit	$	2,189,953	$	2,091,170
Standby letters of credit	17,798		17,962
Deferred standby letter of credit fees	112		72

Lease Commitments

The Company leases office space, space for ATM locations, and certain branch locations under noncancelable operating leases.

Rent expense incurred under operating leases was approximately $2.1 million for both the three months ended September 30, 2016 and 2015, respectively, and $6.4 million and $6.1 million for the nine months ending, September 30, 2016 and 2015, respectively. Renewal options ranging from 1-10 years exist for several of these leases.

There has been no significant change in the future minimum lease payments payable by the Company since December 31, 2015. See the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2015 for information regarding our leases and other commitments.

Other Contingencies

At September 30, 2016, Rockland Trust was involved in pending lawsuits that arose in the ordinary course of business. Management has reviewed these pending lawsuits with legal counsel and has taken into consideration the view of counsel as to their outcome. In the opinion of management, the final disposition of pending lawsuits is not expected to have a material adverse effect on the Company’s financial position or results of operations.

The Bank is required to maintain certain reserve requirements of vault cash and/or deposits with the Federal Reserve Bank of Boston. There was no reserve requirement at September 30, 2016 and $21.7 million at December 31, 2015.

NOTE 13 - LOW INCOME HOUSING PROJECT INVESTMENTS

The Company has invested in low income housing projects that generate Low Income Housing Tax Credits (“LIHTC”) which provide the Company with tax credits and operating loss tax benefits over a period of approximately 15 years. None of the original investment is expected to be repaid. The investment in LIHTC projects is being accounted for using the proportional amortization method, under which the Company amortizes the initial cost of the investment in proportion to the amount of the tax credits and other tax benefits received and recognizes the net investment benefit in the income statement as a component of income tax expense (benefit).

The following table presents the Company's investments in low income housing projects as of the dates indicated:

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	September 30, 2016		December 31, 2015
	(Dollars in thousands)
Original investment value	$	42,362	$	42,199
Current recorded investment	35,566		38,151
Unfunded liability obligation	9,297		14,607
Tax credits and benefits (1)	5,311		3,632
Amortization of investments (2)	3,669		2,450
Net income tax benefit (3)	1,642		1,182

(1) This amount reflects anticipated tax credits and tax benefits for the full year ended December 31, 2016.

(2) The amortization amount reduces the tax credits and benefits anticipated for the full year ended December 31, 2016.

(3) This amount represents the net tax benefit expected to be realized for the full year ended December 31, 2016 in determining the Company's effective tax rate.

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NOTE 14 - SUBSEQUENT EVENT

On October 20, 2016, the Company announced the signing of a definitive agreement under which the Company will acquire Island Bancorp, Inc. ("Island Bancorp") and Rockland Trust Company will acquire The Edgartown National Bank.

Under the merger agreement each share of Island Bancorp stock will be exchanged for either 9.525 shares of the Company's common stock or $500 in cash, subject to customary pro-ration procedures which will result in an aggregate stock/cash consideration mix of 80% stock/20% cash. The transaction is intended to qualify as a tax-free reorganization for federal income tax purposes and to provide a tax-free exchange for Island Bancorp shareholders to the extent they receive Independent common stock as consideration.

Independent anticipates issuing approximately 369,311 shares of its common stock in the merger. Based upon the Company's $53.25 per share closing price on October 19, 2016 the transaction is valued at approximately $24.5 million.

The boards of directors of each company have unanimously approved the transaction. The transaction is subject to certain conditions, including the receipt of required regulatory approvals, approval by Island Bancorp shareholders, and other standard conditions. The Company shareholders do not need to approve the merger. Island Bancorp directors who currently own, in the aggregate, about 33% of Island Bancorp’s outstanding shares have signed voting agreements pursuant to which they have agreed to vote their shares in favor of the merger.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion should be read in conjunction with the consolidated financial statements, notes and tables included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2015, filed with the Securities and Exchange Commission.

Cautionary Statement Regarding Forward-Looking Statements

This Quarterly Report on Form 10-Q, both in the Management's Discussion and Analysis of Financial Condition and Results of Operations and elsewhere, contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements are not historical facts and include expressions about management’s confidence and strategies and management’s expectations about new and existing programs and products, acquisitions, relationships, opportunities, taxation, technology, market conditions and economic expectations. These statements may be identified by forward-looking terminology such as “should,” “expect,” “believe,” “view,” “opportunity,” “allow,” “continues,” “reflects,” “typically,” “usually,” “anticipate,” or similar statements or variations of such terms. Such forward-looking statements involve certain risks and uncertainties and our actual results may differ materially from such forward-looking statements. Factors that may cause actual results to differ materially from those contemplated by such forward-looking statements, in addition to those risk factors listed under the “Risk Factors” section of the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2015, include, but are not limited to:


•	a weakening in the United States economy in general and the regional and local economies within the New England region and the Company’s market area;


•	adverse changes in the local real estate market;


•	adverse changes in asset quality including an unanticipated credit deterioration in our loan portfolio;


•	acquisitions may not produce results at levels or within time frames originally anticipated and may result in unforeseen integration issues or impairment of goodwill and/or other intangibles;


•	changes in trade, monetary and fiscal policies and laws, including interest rate policies of the Board of Governors of the Federal Reserve System;


•	higher than expected tax expense, resulting from failure to comply with general tax laws, changes in tax laws, or failure to comply with requirements of the federal New Markets Tax Credit program;


•	unexpected changes in market interest rates for interest earning assets and/or interest bearing liabilities;


•	unexpected increased competition in the Company’s market area;


•	unanticipated loan delinquencies, loss of collateral, decreased service revenues, and other potential negative effects on our business caused by severe weather or other external events;


•	a deterioration in the conditions of the securities markets;


•	a deterioration of the credit rating for U.S. long-term sovereign debt;


•	our inability to adapt to changes in information technology;


•	electronic fraudulent activity within the financial services industry, especially in the commercial banking sector;


•	adverse changes in consumer spending and savings habits;

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•	failure to consummate or delay in consummating the acquisition of Island Bancorp, which is subject to certain standard conditions, including approval of the transaction by Island Bancorp shareholders and receipt of required regulatory approvals;


•	the inability to realize expected revenue synergies from merger transactions in the amounts or in the timeframe anticipated;


•	inability to retain customers and employees, including those of previous mergers;


•	the effect of laws and regulations regarding the financial services industry including, but not limited to, the Dodd-Frank Wall Street Reform and Consumer Protection Act;


•	changes in laws and regulations (including laws and regulations concerning taxes, banking, securities and insurance) generally applicable to the Company’s business;


•	changes in accounting policies, practices and standards, as may be adopted by the regulatory agencies as well as the Public Company Accounting Oversight Board, the Financial Accounting Standards Board, and other accounting standard setters;


•	cyber security attacks or intrusions that could adversely impact our businesses; and


•	other unexpected material adverse changes in our operations or earnings.

Except as required by law, the Company disclaims any intent or obligation to update publicly any such forward-looking statements, whether in response to new information, future events or otherwise. Any public statements or disclosures by the Company following this Quarterly Report on Form 10-Q which modify or impact any of the forward-looking statements contained in this Quarterly Report on Form 10-Q will be deemed to modify or supersede such statements in this Quarterly Report on Form 10-Q.

Selected Quarterly Financial Data

The selected consolidated financial and other data of the Company set forth below does not purport to be complete and should be read in conjunction with, and is qualified in its entirety by, the more detailed information, including the Consolidated Financial Statements and related notes, appearing elsewhere in this Quarterly Report on Form 10-Q.



				Three Months Ended
	September 30, 2016			June 30, 2016			March 31, 2016			December 31, 2015			September 30, 2015
	(Dollars in thousands, except per share data)
Financial condition data
Securities available for sale	$	387,008		$	389,824		$	378,227		$	367,249		$	365,792
Securities held to maturity	430,763			438,656			457,641			477,507			448,139
Loans	5,746,133			5,674,253			5,589,231			5,547,721			5,498,121
Allowance for loan losses	(58,205		)	(57,727		)	(56,432		)	(55,825		)	(55,205		)
Goodwill and other intangible assets	210,834			211,526			212,218			212,909			213,612
Total assets	7,502,009			7,418,866			7,189,268			7,209,469			7,134,903
Total deposits	6,269,460			6,197,892			5,995,247			5,990,703			5,914,863
Total borrowings	299,521			298,368			293,265			343,933			350,516
Stockholders’ equity	818,242			803,897			788,147			771,463			759,203
Nonperforming loans	24,793			25,628			25,499			27,690			29,567
Nonperforming assets	26,591			27,473			27,219			29,849			32,099
Income statement
Interest income	$	62,308		$	61,160		$	59,741		$	59,870		$	60,228
Interest expense	4,640			4,627			4,850			4,985			5,183
Net interest income	57,668			56,533			54,891			54,885			55,045
Provision for loan losses	950			600			525			500			800
Noninterest income	20,416			21,095			19,155			19,824			19,247
Noninterest expenses	46,857			47,146			46,482			46,486			47,031
Net income	20,484			20,374			18,611			19,455			18,594
Per share data	—

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Net income—basic	$	0.78		$	0.77		$	0.71		$	0.74		$	0.71
Net income—diluted	0.78			0.77			0.71			0.74			0.71
Cash dividends declared	0.29			0.29			0.29			0.26			0.26
Book value per share	31.09			30.55			29.97			29.40			28.96
Tangible book value per share (1)	23.08			22.52			21.90			21.29			20.81
Performance ratios	—
Return on average assets	1.09		%	1.13		%	1.04		%	1.07		%	1.03		%
Return on average common equity	9.98		%	10.24		%	9.52		%	10.03		%	9.75		%
Net interest margin (on a fully tax equivalent basis)	3.40		%	3.47		%	3.39		%	3.34		%	3.39		%
Equity to assets	10.91		%	10.84		%	10.96		%	10.70		%	10.64		%
Dividend payout ratio	37.25		%	37.43		%	36.66		%	35.03		%	36.58		%
Asset Quality Ratios
Nonperforming loans as a percent of gross loans	0.43		%	0.45		%	0.46		%	0.50		%	0.54		%
Nonperforming assets as a percent of total assets	0.35		%	0.37		%	0.38		%	0.41		%	0.45		%
Allowance for loan losses as a percent of total loans	1.01		%	1.02		%	1.01		%	1.01		%	1.00		%
Allowance for loan losses as a percent of nonperforming loans	234.76		%	225.25		%	221.31		%	201.61		%	186.71		%
Capital ratios
Tier 1 leverage capital ratio	9.59		%	9.66		%	9.53		%	9.33		%	9.21		%
Common equity tier 1 capital ratio	10.78		%	10.64		%	10.64		%	10.44		%	10.31		%
Tier 1 risk-based capital ratio	12.01		%	11.88		%	11.90		%	11.71		%	11.58		%
Total risk-based capital ratio	13.63		%	13.51		%	13.56		%	13.36		%	13.23		%


(1)	Represents a non-GAAP measure. For reconciliation to GAAP book value per share, see Item 7 "Management's Discussion and Analysis of Financial Condition and Results of Operations - Executive Level Overview - Non-GAAP Measures" below.

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Executive Level Overview

Management evaluates the Company's operating results and financial condition using measures that include net income, earnings per share, return on assets and equity, return on tangible common equity, net interest margin, tangible book value per share, asset quality indicators, and many others. These metrics help management make key decisions regarding the Company's balance sheet, liquidity, interest rate sensitivity, and capital resources and assist with identifying areas to improve. The Company is focused on organic growth, but will consider acquisition opportunities that provide a satisfactory financial return. During the first quarter of 2016, the Company announced the signing of a definitive merger agreement with New England Bancorp, Inc. ("New England Bancorp"), which is expected to close on November 10, 2016. The Company also recently announced the acquisition of Island Bancorp, which is expected to close in the second quarter of 2017. The closing of the Island Bancorp acquisition is subject to certain conditions including approval of the transaction by Island Bancorp shareholders, receipt of required regulatory approvals, and other standard conditions.

Loans and Asset Quality

Management’s balance sheet strategy emphasizes commercial and home equity lending. The results depicted in the following table reflect an overall increase in total loans over the prior year period due to the results of that strategy. Growth in 2016 continues to be driven by consistent increases in the commercial real estate, small business, and home equity categories.

Management strives to be disciplined about loan pricing and generates loan assets with interest rate sensitivity in mind. The Company has gradually and intentionally shifted its balance sheet composition so that its interest-rate risk position is fundamentally asset-sensitive.

Management takes a disciplined approach to credit underwriting, seeking to avoid undue credit risk and loan losses as evidenced by consistently strong overall asset quality metrics.

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Funding and the Net Interest Margin

The Company's overall sources of funding reflect strong business and retail deposit growth, supporting management's emphasis on core deposit growth to fund loans, as depicted by the following chart:

As of September 30, 2016, core deposits comprised 90.0% of total deposits. The continued emphasis on core deposits has resulted in a low cost of deposits, which decreased to 0.17% for the 2016 third quarter.

The Company's net interest margin was 3.40% for the quarter ended September 30, 2016, a decrease of seven basis points from the linked quarter as a result of considerably higher levels of liquid assets during the quarter.

Noninterest Income

Management continues to focus on noninterest income growth. Noninterest income is primarily comprised of deposit account fees, interchange and ATM fees, and investment management fees. The following chart depicts noninterest income as a percentage of total revenue (the sum of noninterest income and net interest income) computed in accordance with generally accepted accounting principles in the United States ("GAAP"), over the past five quarters. Although the company may often incur items that it considers to be noncore in determining operating income, there were no such items for the five quarters presented below, and as such, the GAAP based results and operating basis results are identical for the periods shown:

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Noninterest Expense Control

Management takes a balanced approach to noninterest expense control by paying close attention to the management of ongoing operating expenses while making needed capital expenditures and prudently investing in growth initiatives. The Company’s primary expenses arise from Rockland Trust’s employee salaries and benefits and expenses associated with buildings and equipment. The following chart depicts the Company's efficiency ratio on a GAAP basis (calculated by dividing noninterest expense by the sum of noninterest income and net interest income), as well as its efficiency ratio, on an operating basis (calculated by dividing noninterest expense, excluding certain noncore items, by the sum of noninterest income, excluding certain noncore items, and net interest income) over the past five quarters:

*See "Non-GAAP Measures" below for a reconciliation to GAAP financial measures.

Tax Effectiveness

The Company participates in federal and state tax credit programs designed to promote economic development, affordable housing, and job creation. The Company continues to participate in the federal New Markets Tax Credit program and has made low-income housing tax credit investments. The Company has also established security corporation subsidiaries and, through its subsidiaries, purchased tax-exempt bonds. Federal and state tax credit program participation and other tax strategies permit the Company to operate in a tax efficient manner and sometimes also creates a competitive advantage for Rockland Trust and its community development subsidiaries. During the third quarter of 2016, the Company’s effective tax rate was 32.34%.

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Capital

The Company's disciplined approach with respect to revenue, expense, and tax effectiveness is designed to promote long-term shareholder value. This approach has resulted in an increase in book value per share of $0.54 during the 2016 third quarter compared to the linked quarter, and represented a 7.4% increase over the past twelve months. In addition, the Company recognized an increase in tangible book value per share of $0.56 during the 2016 third quarter compared to the linked quarter and represented an increase of 10.9% over the past twelve months. Stockholders' equity as a percentage of total assets was 10.91% for the 2016 third quarter, compared to 10.84% in the linked quarter. Tangible common equity as a percentage of tangible assets increased to 8.33% for the 2016 third quarter, as compared to 8.22% in the linked quarter (see "Non-GAAP Measures" below for a reconciliation to GAAP financial measures). The following chart shows the Company's book value and tangible book value per share over the past five quarters:

*See "Non-GAAP Measures" below for a reconciliation to GAAP financial measures.

This strong growth in capital has led to a consistent cash dividend, which increased from $0.26 per share in each quarter of 2015 to $0.29 per share in the first three quarters of 2016, representing an 11.5% increase.

Third Quarter 2016 Results

Net income for the third quarter of 2016 computed in accordance with GAAP was $20.5 million, or $0.78 on a diluted earnings per share basis, as compared to $18.6 million, or $0.71 per diluted share, for the prior year third quarter. Net income for the third quarter of 2016 and 2015 included items that are considered noncore, which are excluded for purposes of assessing operating earnings. Third quarter 2016 net operating earnings were $20.6 million, or $0.78 on a diluted earnings per share basis, an increase of 10.6% and 9.9%, respectively, when compared to net operating earnings of $18.6 million, or $0.71 per diluted share, for the third quarter of 2015. See "Non-GAAP Measures" below for a reconciliation to GAAP net income and earnings per share.

Non-GAAP Measures

When management assesses the Company’s financial performance for purposes of making day-to-day and strategic decisions, it does so based upon the performance of its core banking business, which is primarily derived from the combination of net interest income and noninterest or fee income, reduced by operating expenses, the provision for loan losses, and the impact of income taxes and other noncore items shown in the table that follows. The Company’s financial reporting is determined in accordance with GAAP which sometimes includes items that management believes are unrelated to its core banking business such as gains or losses on the sales of securities, merger and acquisition expenses, loss on extinguishment of debt, impairment, and other items. Management, therefore, computes the Company’s non-GAAP operating earnings and operating EPS, noninterest income as a percentage of revenue on an operating basis and the efficiency ratio on an operating basis, which exclude items deemed by management to be noncore, to measure the strength of the Company’s core banking business and to identify trends that may to some extent be obscured by such items.

Management also supplements its evaluation of financial performance with analysis of tangible book value per share (which is computed by dividing stockholders' equity less goodwill and identifiable intangible assets, or "tangible common equity", by common shares outstanding) and with the tangible common equity ratio (which is computed by dividing tangible common

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equity by tangible assets). The Company has included information on these tangible ratios because management believes that investors may find it useful to have access to the same analytical tools used by management. As a result of merger and acquisition activity, the Company has recognized goodwill and other intangible assets in conjunction with business combination accounting principles. Excluding the impact of goodwill and other intangibles in measuring asset and capital values for the ratios provided, along with other bank standard capital ratios, provides a framework to compare the capital adequacy of the Company to other companies in the financial services industry.

These non-GAAP measures should not be viewed as a substitute for operating results determined in accordance with GAAP. An item which management deems to be noncore and excludes when computing these non-GAAP measures can be of substantial importance to the Company’s results for any particular quarter or year. The Company’s non-GAAP performance measures are not necessarily comparable to non-GAAP performance measures which may be presented by other companies.

The following tables summarizes the impact of noncore items recorded for the time periods indicated below and reconciles them in accordance with GAAP:



	Three Months Ended September 30
	Net Income						Diluted Earnings Per Share
	2016			2015			2016			2015
	(Dollars in thousands, except per share data)
Net income available to common shareholders (GAAP)	$	20,484		$	18,594		$	0.78		$	0.71
Non-GAAP adjustments
Noninterest expense components
Merger and acquisition expenses	151			—			0.01			—
Total impact of noncore items	151			—			0.01			—
Net tax benefit associated with noncore items (1)	(61		)	—			(0.01		)	—
Net operating earnings (Non-GAAP)	$	20,574		$	18,594		$	0.78		$	0.71

	Nine Months Ended September 30
	Net Income						Diluted Earnings Per Share
	2016			2015			2016			2015
	(Dollars in thousands, except per share data)
Net income available to common shareholders (GAAP)	$	59,469		$	45,505		$	2.26		$	1.76
Non-GAAP adjustments
Noninterest income components
Gain on sale of fixed income securities	—			(798		)	—			(0.03		)
Noninterest expense components
Impairment on acquired facilities	—			109			—			—
Loss on extinguishment of debt	437			122			0.02			0.01
Loss on sale of fixed income securities	—			1,124			—			0.04
Merger and acquisition expenses	691			10,501			0.03			0.41
Total impact of noncore items	1,128			11,058			0.05			0.43
Net tax benefit associated with noncore items (1)	(461		)	(4,285		)	(0.03		)	(0.17		)
Net operating earnings (Non-GAAP)	$	60,136		$	52,278		$	2.28		$	2.02


(1)	The net tax benefit associated with noncore items is determined by assessing whether each noncore item is included or excluded from net taxable income and applying the Company's combined marginal tax rate to only those items included in net taxable income.

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The following table summarizes the impact of noncore items with respect to the Company's total revenue, noninterest income as a percentage of total revenue, and the efficiency ratio for the periods indicated:



	Three Months Ended
	September 30 2016			June 30 2016			March 31 2016			December 31 2015			September 30 2015
	(Dollars in thousands)
Net interest income (GAAP)	$	57,668		$	56,533		$	54,891		$	54,885		$	55,045		(a)

Noninterest income (GAAP)	$	20,416		$	21,095		$	19,155		$	19,824		$	19,247		(b)
Noninterest income on an operating basis (Non-GAAP)	$	20,416		$	21,095		$	19,155		$	19,824		$	19,247		(c)

Noninterest expense (GAAP)	$	46,857		$	47,146		$	46,482		$	46,486		$	47,031		(d)
Less:
Merger and acquisition expense	151			206			334			—			—
Loss on extinguishment of debt	—			—			437			—			—
Noninterest expense on an operating basis (Non-GAAP)	$	46,706		$	46,940		$	45,711		$	46,486		$	47,031		(e)

Total revenue (GAAP)	$	78,084		$	77,628		$	74,046		$	74,709		$	74,292		(a+b)
Total operating revenue (Non-GAAP)	$	78,084		$	77,628		$	74,046		$	74,709		$	74,292		(a+c)

Ratios
Noninterest income as a % of revenue (GAAP based)	26.15		%	27.17		%	25.87		%	26.53		%	25.91		%	(b/(a+b))
Noninterest income as a % of revenue on an operating basis (Non-GAAP)	26.15		%	27.17		%	25.87		%	26.53		%	25.91		%	(c/(a+c))
Efficiency ratio (GAAP based)	60.01		%	60.73		%	62.77		%	62.22		%	63.31		%	(d/(a+b))
Efficiency ratio on an operating basis (Non-GAAP)	59.82		%	60.47		%	61.73		%	62.22		%	63.31		%	(e/(a+c))

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The following table summarizes the calculation of the Company's tangible common equity ratio and tangible book value per share for the periods indicated:



	September 30, 2016			June 30 2016			March 31 2016			December 31 2015			September 30, 2015
	(Dollars in thousands, except share and per share data)
Tangible common equity
Stockholders' equity (GAAP)	$	818,242		$	803,897		$	788,147		$	771,463		$	759,203		(a)
Less: Goodwill and other intangibles	210,834			211,526			212,218			212,909			213,612
Tangible common equity (Non-GAAP)	607,408			592,371			575,929			558,554			545,591			(b)
Tangible assets													—
Assets (GAAP)	7,502,009			7,418,866			7,189,268			7,418,866			7,135,489			(c)
Less: Goodwill and other intangibles	210,834			211,526			212,218			212,909			213,612
Tangible assets (Non-GAAP)	7,291,175			7,207,340			6,977,050			7,205,957			6,921,877			(d)
Common shares	26,320,467			26,309,887			26,293,565			26,236,352			26,212,238			(e)

Common equity to assets ratio (GAAP)	10.91		%	10.84		%	10.96		%	10.40		%	10.64		%	(a/c)
Tangible common equity to tangible assets ratio (Non-GAAP)	8.33		%	8.22		%	8.25		%	7.75		%	7.88		%	(b/d)
Book value per share (GAAP)	$	31.09		$	30.55		$	29.97		$	29.40		$	28.96		(a/e)
Tangible book value per share (Non-GAAP)	$	23.08		$	22.52		$	21.90		$	21.29		$	20.81		(b/e)

Critical Accounting Policies

Critical accounting policies are defined as those that are reflective of significant judgments and uncertainties, and could potentially result in materially different results under different assumptions and conditions. The Company believes that the most critical accounting policies are those which the Company’s financial condition depends upon, and which involve the most complex or subjective decisions or assessments.

There have been no material changes in critical accounting policies during the first nine months of 2016. Please refer to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2015 for a complete listing of critical accounting policies.

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FINANCIAL POSITION

Securities Portfolio The Company’s securities portfolio consists of trading securities, securities available for sale, and securities which management intends to hold until maturity. Securities decreased by $26.5 million, or 3.1%, at September 30, 2016 as compared to December 31, 2015 reflecting payoff activity in excess of new purchases made during the nine month period. The ratio of securities to total assets was 10.9% and 11.7% at September 30, 2016 and December 31, 2015, respectively.

The Company continually reviews investment securities for the presence of other-than-temporary impairment (“OTTI”). For debt securities, the primary consideration in determining whether impairment is OTTI is whether or not the Bank expects to collect all contractual cash flows. Further details regarding the Company's analysis of potential OTTI can be found in Note 3 “Securities” within Notes to Consolidated Financial Statements included in Item 1 hereof.

Residential Mortgage Loan Sales The Company’s primary loan sale activity arises from the sale of government sponsored enterprise eligible residential mortgage loans. During the nine months ended September 30, 2016 and 2015, the Bank originated residential loans with the intention of selling them in the secondary market, and to a lesser extent, to hold in the Company's residential portfolio. When a loan is sold, the Company enters into agreements that contain representations and warranties about the characteristics of the loans sold and their origination. The Company may be required to either repurchase mortgage loans or to indemnify the purchaser from losses if representations and warranties are breached. The Company incurred minimal losses during the three and nine months ended September 30, 2016 and September 30, 2015 related to these activities.

The following table shows the total residential loans that were closed and whether the amounts were held in the portfolio or sold/held for sale in the secondary market during the period indicated:

Table 1 - Closed Residential Real Estate Loans



	Three Months Ended September 30				Nine Months Ended September 30
	2016		2015		2016		2015
	(Dollars in thousands)
Held in portfolio	$	45,786	$	27,297	$	97,065	$	53,162
Sold or held for sale in the secondary market	84,571		68,097		198,003		177,143
Total closed loans	$	130,357	$	95,394	$	295,068	$	230,305

The table below reflects the loans which were sold during the periods indicated:

Table 2 - Residential Mortgage Loan Sales



	Three Months Ended September 30				Nine Months Ended September 30
	2016		2015		2016		2015
	(Dollars in thousands)
Sold with servicing rights released	$	84,140	$	66,794	$	190,718	$	165,598
Sold with servicing rights retained	—		—		—		5,912
Total loans sold	$	84,140	$	66,794	$	190,718	$	171,510

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As noted in the table above, loans may be sold with servicing rights released or with servicing rights retained. Upon sale with servicing rights retained, the mortgage servicing asset is established, which represents the then current estimated fair value based on market prices for comparable mortgage servicing contracts, when available, or alternatively is based on a valuation model that calculates the present value of estimated future net servicing income. The valuation model incorporates assumptions that market participants would use in estimating future net servicing income, such as the cost to service, the discount rate, an inflation rate, ancillary income, prepayment speeds and default rates and losses. Servicing rights are recorded in other assets in the consolidated balance sheets, are amortized in proportion to and over the period of estimated net servicing income, and are assessed for impairment based on fair value at each reporting date. Impairment is determined by stratifying the rights based on predominant characteristics, such as interest rate, loan type and investor type. Impairment is recognized through a valuation allowance, to the extent that fair value is less than the capitalized amount. If the Company later determines that all or a portion of the impairment no longer exists, a reduction of the allowance may be recorded as an increase to income. The principal balance of loans serviced by the Bank on behalf of investors amounted to $329.2 million, $372.4 million, and $387.7 million at September 30, 2016, December 31, 2015, and September 30, 2015, respectively. The following table shows the adjusted cost of the servicing rights associated with these loans and the changes for the periods indicated:

Table 3 - Mortgage Servicing Asset



	Three Months Ended September 30						Nine Months Ended September 30
	2016			2015			2016			2015
	(Dollars in thousands)
Balance at beginning of period	$	2,121		$	2,837		$	2,581		$	2,912
Additions	—			—			—			161
Acquired portfolio	—			—			—			83
Amortization	(140		)	(143		)	(419		)	(453		)
Change in valuation allowance	(21		)	7			(202		)	(2		)
Balance at end of period	$	1,960		$	2,701		$	1,960		$	2,701

Forward sale contracts of mortgage loans, considered derivative instruments for accounting purposes, may be utilized by the Company in its efforts to manage risk of loss associated with its mortgage loan commitments and mortgage loans held for sale. Prior to closing and funding certain one-to-four family residential mortgage loans, an interest rate lock commitment is generally extended to the borrower. During the period from commitment date to closing date, the Company is subject to the risk that market rates of interest may change. If market rates rise, investors generally will pay less to purchase such loans, resulting in a reduction in the gain on sale of the loans or, possibly, a loss. In an effort to mitigate such risk, forward delivery sales commitments are executed, under which the Company agrees to deliver whole mortgage loans to investors which economically hedges this market risk. See Note 8, “Derivative and Hedging Activities” within Notes to Consolidated Financial Statements included in Item 1 hereof for more information on mortgage activity and mortgage related derivatives.

Loan Portfolio Management continues to focus on growth in the commercial and home equity lending categories. Management believes this emphasis is prudent, given the prevailing interest rate and economic environment, as well as strategic priorities. The Company’s loan portfolio increased by $198.4 million during the first nine months of 2016.

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Management considers the Company’s commercial and industrial portfolio to be well-diversified with loans to various types of industries. The following pie chart shows the diversification of the commercial and industrial portfolio as of September 30, 2016:



	(Dollars in thousands)
Average loan size	$	231
Largest individual commercial and industrial loan outstanding	$	20,000
Commercial and industrial nonperforming loans/commercial and industrial loans	0.36		%

The Company’s commercial real estate portfolio, inclusive of commercial construction, is the Company’s largest loan type concentration. The Company believes that this portfolio is also well-diversified with loans secured by a variety of property types, such as owner-occupied and nonowner-occupied commercial, retail, office, industrial, warehouse, industrial development bonds, and other special purpose properties, such as hotels, motels, nursing homes, restaurants, churches, recreational facilities, marinas, and golf courses. Commercial real estate also includes loans secured by certain residential-related property types including multi-family apartment buildings, residential development tracts and condominiums. The following pie chart shows the diversification of the commercial real estate portfolio as of September 30, 2016:

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	(Dollars in thousands)
Average loan size	$	819
Largest individual commercial real estate mortgage outstanding	$	28,000
Commercial real estate nonperforming loans/commercial real estate loans	0.23		%
Owner occupied commercial real estate loans/commercial real estate loans	16.1		%

In addition to the commercial portfolios, the Company also originates both fixed-rate and adjustable-rate residential real estate loans as well as residential construction lending related to single-home residential development within the Company's market area. The Company also provides home equity loans and lines that may be made as a fixed rate term loan or under a variable rate revolving line of credit secured by a first or junior mortgage on the borrower's residence or second home. Additionally, the Company makes loans for a wide variety of other personal needs. Consumer loans primarily consist of installment loans and overdraft protections. The residential, home equity and other consumer portfolios totaled $1.6 billion at September 30, 2016.

Asset Quality The Company continually monitors the asset quality of the loan portfolio using all available information. Based on this assessment, loans demonstrating certain payment issues or other weaknesses may be categorized as delinquent, impaired, nonperforming and/or put on nonaccrual status. Additionally, in the course of resolving such loans, the Company may choose to restructure the contractual terms of certain loans to match the borrower’s ability to repay the loan based on their current financial condition. If a restructured loan meets certain criteria, it may be categorized as a troubled debt restructuring ("TDR").

Delinquency The Company’s philosophy toward managing its loan portfolios is predicated upon careful monitoring, which stresses early detection and response to delinquent and default situations. The Company seeks to make arrangements to resolve any delinquent or default situation over the shortest possible time frame. Generally, the Company requires that a delinquency notice be mailed to a borrower upon expiration of a grace period (typically no longer than 15 days beyond the due date). Reminder notices may be sent and telephone calls may be made prior to the expiration of the grace period. If the delinquent status is not resolved within a reasonable time frame following the mailing of a delinquency notice, the Bank’s personnel charged with managing its loan portfolios contact the borrower to ascertain the reasons for delinquency and the prospects for payment. Any subsequent actions taken to resolve the delinquency will depend upon the nature of the loan and the length of time that the loan has been delinquent. The borrower’s needs are considered as much as reasonably possible without jeopardizing the Bank’s position. A late charge is usually assessed on loans upon expiration of the grace period.

Nonaccrual Loans As a general rule, loans more than 90 days past due with respect to principal or interest are classified as nonaccrual loans. However, certain loans that are more than 90 days past due may be kept on an accruing status if the loans are well secured and/or in the process of collection. The Company may also put a junior lien mortgage on nonaccrual status as a

result of delinquency with respect to the first position, which is held by another financial institution, while the junior lien is currently performing. Income accruals are suspended on all nonaccrual loans and all previously accrued and uncollected interest is reversed against current income. A loan remains on nonaccrual status until it becomes current with respect to principal and interest (and in certain instances remains current for up to six months), the loan is liquidated, or when the loan is determined to be uncollectible and is charged-off against the allowance for loan losses.

Troubled Debt Restructurings In the course of resolving problem loans, the Company may choose to restructure the contractual terms of certain loans. The Company attempts to work out an alternative payment schedule with the borrower in order to avoid or cure a default. Loans that are modified are reviewed by the Company to identify if a TDR has occurred, which is when, for economic or legal reasons related to a borrower’s financial difficulties, the Bank grants a concession to the borrower that it would not otherwise consider. Terms may be modified to fit the ability of the borrower to repay in line with its current financial status and the restructuring of the loan may include adjustments to interest rates, extensions of maturity, consumer loans where the borrower's obligations have been effectively discharged through Chapter 7 Bankruptcy and the borrower has not reaffirmed the debt to the Bank, and other actions intended to minimize economic loss and avoid foreclosure or repossession of collateral. If such efforts by the Bank do not result in satisfactory performance, the loan is referred to legal counsel, at which time foreclosure proceedings are initiated. At any time prior to a sale of the property at foreclosure, the Bank may terminate foreclosure proceedings if the borrower is able to work out a satisfactory payment plan.

It is the Company’s policy to have any restructured loans which are on nonaccrual status prior to being modified remain on nonaccrual status for six months, subsequent to being modified, before management considers its return to accrual status. If the restructured loan is on accrual status prior to being modified, it is reviewed to determine if the modified loan should remain on accrual status. Loans that are considered TDRs are classified as performing, unless they are on nonaccrual status or greater than 90 days delinquent. Loans classified as TDRs remain classified as such for the life of the loan, except in limited circumstances, when it may be determined that the borrower is performing under modified terms and the restructuring agreement specified an interest rate greater than or equal to an acceptable market rate for a comparable new loan at the time of the restructuring.

Purchased Credit Impaired Loans Purchased Credit Impaired (“PCI”) loans are acquired loans which had evidence of deterioration in credit quality at the purchase date and for which it is probable that all contractually required payments will not be collected. PCI loans are recorded at fair value without any carryover of the allowance for loan losses. The excess cash flows expected to be collected over the carrying amount of the loans, referred to as the "accretable yield," is accreted into interest income over the life of the loans using the effective yield method. Accordingly, PCI loans are not subject to classification as nonaccrual in the same manner as originated loans, rather they are generally considered to be accruing loans because their interest income recognized relates to the accretable yield and not to contractual interest payments. See Note 4, "Loans, Allowance for Loan Losses, and Credit Quality" within Notes to Consolidated Financial Statements included in Item 1 hereof for more information.

Nonperforming Assets Nonperforming assets are comprised of nonperforming loans, nonperforming securities, other real estate owned (“OREO”), and other assets in possession. Nonperforming loans consist of nonaccrual loans and loans that are more than 90 days past due but still accruing interest.

OREO consists of real estate properties, which have primarily served as collateral to secure loans, that are controlled or owned by the Bank. These properties are recorded at fair value less estimated costs to sell at the date control is established, resulting in a new cost basis. The amount by which the recorded investment in the loan exceeds the fair value (net of estimated costs to sell) of the foreclosed asset is charged to the allowance for loan losses. Subsequent declines in the fair value of the foreclosed asset below the new cost basis are recorded through the use of a valuation allowance. Subsequent increases in the fair value are recorded as reductions in the valuation allowance, but not below zero. All costs incurred thereafter in maintaining the property are generally charged to noninterest expense. In the event the real estate is utilized as a rental property, net rental income and expenses are recorded as incurred within noninterest expense.

Other assets in possession typically consist of foreclosed non-real estate assets deemed to be in control of the Company.

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The following table sets forth information regarding nonperforming assets held by the Company at the dates indicated:

Table 4 - Nonperforming Assets



	September 30, 2016			December 31, 2015			September 30, 2015
	(Dollars in thousands)
Loans accounted for on a nonaccrual basis
Commercial and industrial	$	3,065		$	3,699		$	4,114
Commercial real estate	7,399			8,160			9,006
Small business	288			239			159
Residential real estate	7,684			8,795			9,106
Home equity	6,311			6,742			7,142
Other consumer	44			55			40
Total (1)	$	24,791		$	27,690		$	29,567
Loans past due 90 days or more but still accruing
Other consumer	2			—			—
Total	$	2		$	—		$	—
Total nonperforming loans	$	24,793		$	27,690		$	29,567
Other real estate owned	1,798			2,159			2,532
Total nonperforming assets	$	26,591		$	29,849		$	32,099
Nonperforming loans as a percent of gross loans	0.43		%	0.50		%	0.54		%
Nonperforming assets as a percent of total assets	0.35		%	0.41		%	0.45		%


(1)	Inclusive of TDRs on nonaccrual status of $5.9 million, $5.2 million, and $5.2 million at September 30, 2016, December 31, 2015, and September 30, 2015, respectively.

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The following table summarizes the changes in nonperforming assets for the periods indicated:

Table 5 - Activity in Nonperforming Assets



	Three Months Ended						Nine Months Ended
	September 30, 2016			September 30, 2015			September 30, 2016			September 30, 2015
	(Dollars in thousands)
Nonperforming assets beginning balance	$	27,473		$	31,274		$	29,849		$	38,894
New to nonperforming	2,630			8,348			9,732			22,296
Acquired nonperforming loans	—			—			—			1,901
Loans charged-off	(1,143		)	(1,165		)	(2,256		)	(3,789		)
Loans paid-off	(2,049		)	(1,799		)	(7,698		)	(11,986		)
Loans transferred to other real estate owned and foreclosed assets	—			(539		)	(377		)	(1,522		)
Loans restored to performing status	(288		)	(1,409		)	(2,450		)	(4,866		)
New to other real estate owned	—			1,151			377			2,446
Valuation write down	(5		)	(480		)	(158		)	(1,154		)
Sale of other real estate owned	(42		)	(3,460		)	(725		)	(7,246		)
Capital improvements to other real estate owned	—			196			144			961
Net change in nonaccrual securities	—			—			—			(3,639		)
Other	15			(18		)	153			(197		)
Nonperforming assets ending balance	$	26,591		$	32,099		$	26,591		$	32,099

The following table sets forth information regarding troubled debt restructured loans as of the dates indicated:

Table 6 - Troubled Debt Restructurings



	September 30, 2016			December 31, 2015			September 30, 2015
	(Dollars in thousands)
Performing troubled debt restructurings	$	27,644		$	32,849		$	37,477
Nonaccrual troubled debt restructurings	5,910			5,225			5,201
Total	$	33,554		$	38,074		$	42,678
Performing troubled debt restructurings as a % of total loans	0.48		%	0.59		%	0.68		%
Nonaccrual troubled debt restructurings as a % of total loans	0.10		%	0.09		%	0.09		%
Total troubled debt restructurings as a % of total loans	0.58		%	0.69		%	0.77		%

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The following table summarizes changes in TDRs for the periods indicated:

Table 7 - Activity in Troubled Debt Restructurings



	Three Months Ended						Nine Months Ended
	September 30 2016			September 30 2015			September 30 2016			September 30 2015
	(Dollars in thousands)
TDRs beginning balance	$	33,440		$	42,373		$	38,074		$	43,630
New to TDR status	1,367			1,131			3,398			5,051
Paydowns	(1,194		)	(627		)	(7,844		)	(5,619		)
Charge-offs	(59		)	(199		)	(74		)	(384		)
TDRs ending balance	$	33,554		$	42,678		$	33,554		$	42,678

Income accruals are suspended on all nonaccrual loans and all previously accrued and uncollected interest is reversed against current income. The table below shows interest income that was recognized or collected on all nonaccrual loans and TDRs as of the dates indicated:

Table 8 - Interest Income - Nonaccrual Loans and Troubled Debt Restructurings



	Three Months Ended				Nine Months Ended
	September 30				September 30
	2016		2015		2016		2015
	(Dollars in thousands)
The amount of incremental gross interest income that would have been recorded if nonaccrual loans had been current in accordance with their original terms	$	280	$	308	$	857	$	960
The amount of interest income on nonaccrual loans and performing TDRs that was included in net income	$	552	$	642	$	1,457	$	1,885

A loan is considered impaired when, based on current information and events, it is probable that the Bank will be unable to collect the scheduled payments of principal or interest when due according to the contractual terms of the loan agreement. Factors considered by management in determining impairment include payment status, collateral value, and the probability of collecting scheduled principal and interest payments when due. Loans that experience insignificant payment delays and payment shortfalls generally are not classified as impaired. Management determines the significance of payment delays and payment shortfalls on a case-by-case basis, taking into consideration all of the circumstances surrounding the loan and the borrower, including the length of the delay, the reasons for the delay, the borrower's prior payment record, and the amount of the shortfall in relation to the principal and interest owed.

Impaired loans include all commercial and industrial loans, commercial real estate loans, commercial construction and small business loans that are on nonaccrual status, TDRs, and other loans that have been categorized as impaired. Impairment is measured on a loan by loan basis by comparing the loan’s value to either the present value of expected future cash flows discounted at the loan's effective interest rate, the loan's obtainable market price, or the fair value of the collateral if the loan is collateral dependent. For impaired loans deemed collateral dependent, where impairment is measured using the fair value of the collateral, the Bank will either order a new appraisal or use another available source of collateral assessment such as a broker’s opinion of value to determine a reasonable estimate of the fair value of the collateral.

Total impaired loans at September 30, 2016 and December 31, 2015 were $44.0 million and $51.4 million, respectively. For additional information regarding the Company’s asset quality, including delinquent loans, nonaccruals, TDRs, and impaired loans, see Note 4, “Loans, Allowance for Loan Losses, and Credit Quality” within Notes to Consolidated Financial Statements included in Item 1 hereof.

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Potential problem loans are any loans which are not included in nonaccrual or nonperforming loans, where known information about possible credit problems of the borrowers causes management to have concerns as to the ability of such borrowers to comply with present loan repayment terms. At September 30, 2016, there were 59 relationships, with an aggregate balance of $148.7 million, deemed to be potential problem loans. These potential problem loans continued to perform with respect to payments. Management actively monitors these loans and strives to minimize any possible adverse impact to the Company.

Allowance for Loan Losses The allowance for loan losses is maintained at a level that management considers appropriate to provide for probable loan losses based upon evaluation of known and inherent risks in the loan portfolio. The allowance is increased by providing for loan losses through a charge to expense and by credits for recoveries of loans previously charged-off and is reduced by loans being charged-off.

While management uses available information to recognize losses on loans, future additions to the allowance may be necessary based on increases in nonperforming loans, changes in economic conditions, or for other reasons. Additionally, various regulatory agencies, as an integral part of the Bank's examination process, periodically assess the appropriateness of the allowance for loan losses and may require it to increase its provision for loan losses or recognize further loan charge-offs, in accordance with GAAP.

The allowance for loan losses is allocated to loan types using both a formula-based approach applied to groups of loans and an analysis of certain individual loans for impairment. The formula-based approach emphasizes loss factors derived from actual historical portfolio loss rates, which are combined with an assessment of certain qualitative factors to determine the allowance amounts allocated to the various loan categories. Allowance amounts are determined based on an estimate of the historical average annual percentage rate of loan loss for each loan category, a temporal estimate of the incurred loss emergence and confirmation period for each loan category, and certain qualitative risk factors considered in the computation of the allowance for loan losses. Additionally, the Company reviews numerous credit quality indicators when assessing the risk in its loan portfolio. For the commercial portfolio, the Company utilizes a 10-point commercial risk-rating system, which assigns a risk-grade to each borrower based on a number of quantitative and qualitative factors associated with a commercial loan transaction. Factors considered include industry and market conditions, position within the industry, earnings trends, operating cash flow, asset/liability values, debt capacity, guarantor strength, management and controls, financial reporting, collateral and other considerations.

As of September 30, 2016, the allowance for loan losses totaled $58.2 million, or 1.01% of total loans, as compared to $55.8 million, or 1.01% of total loans, at December 31, 2015.

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The following table summarizes changes in the allowance for loan losses and other selected statistics for the periods presented:

Table 9 - Summary of Changes in the Allowance for Loan Losses



	Three Months Ended
	September 30, 2016			June 30, 2016			March 31, 2016			December 31, 2015			September 30, 2015
	(Dollars in thousands)
Average total loans	$	5,660,271		$	5,629,745		$	5,548,377		$	5,516,062		$	5,466,364
Allowance for loan losses, beginning of period	$	57,727		$	56,432		$	55,825		$	55,205		$	54,995
Charged-off loans
Commercial and industrial	27			2			2			478			497
Commercial real estate	341			25			—			94			28
Small business	98			30			63			69			2
Residential real estate	—			8			19			43			40
Home equity	154			190			147			50			249
Other consumer	523			322			306			395			349
Total charged-off loans	1,143			577			537			1,129			1,165
Recoveries on loans previously charged-off
Commercial and industrial	63			649			138			689			22
Commercial real estate	124			223			189			67			152
Small business	28			73			21			75			57
Residential real estate	130			51			—			81			6
Home equity	24			26			27			121			130
Other consumer	302			250			244			216			208
Total recoveries	671			1,272			619			1,249			575
Net loans charged-off (recovered)
Commercial and industrial	(36		)	(647		)	(136		)	(211		)	475
Commercial real estate	217			(198		)	(189		)	27			(124		)
Small business	70			(43		)	42			(6		)	(55		)
Residential real estate	(130		)	(43		)	19			(38		)	34
Home equity	130			164			120			(71		)	119
Other consumer	221			72			62			179			141
Total net loans charged-off (recovered)	472			(695		)	(82		)	(120		)	590
Provision for loan losses	950			600			525			500			800
Total allowance for loan losses, end of period	$	58,205		$	57,727		$	56,432		$	55,825		$	55,205
Net loans charged-off (recovered) as a percent of average total loans (annualized)	0.03		%	(0.05		)%	(0.01		)%	(0.01		)%	0.04		%
Allowance for loan losses as a percent of total loans	1.01		%	1.02		%	1.01		%	1.01		%	1.00		%
Allowance for loan losses as a percent of nonperforming loans	234.76		%	225.25		%	221.31		%	201.61		%	186.71		%
Net loans charged-off (recovered) as a percent of allowance for loan losses (annualized)	3.23		%	(4.84		)%	(0.58		)%	(0.86		)%	4.24		%
Recoveries as a percent of charge-offs	58.71		%	220.45		%	115.27		%	110.63		%	49.36		%

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For purposes of the allowance for loan losses, management segregates the loan portfolio into the portfolio segments detailed in the table below. The allocation of the allowance for loan losses is made to each loan category using the analytical techniques and estimation methods described herein. While these amounts represent management’s best estimate of the distribution of probable losses at the evaluation dates, they are not necessarily indicative of either the categories in which actual losses may occur or the extent of such actual losses that may be recognized within each category. Each of these loan categories possess unique risk characteristics that are considered when determining the appropriate level of allowance for each segment. The total allowance is available to absorb losses from any segment of the loan portfolio.

The following table sets forth the allocation of the allowance for loan losses by loan category at the dates indicated:

Table 10 - Summary of Allocation of Allowance for Loan Losses



	September 30, 2016				December 31, 2015
	Allowance Amount		Percent of Loans In Category To Total Loans		Allowance Amount		Percent of Loans In Category To Total Loans
	(Dollars in thousands)
Commercial and industrial	$	13,874	14.9	%	$	13,802	15.2	%
Commercial real estate	29,403		48.6	%	27,327		47.8	%
Commercial construction	5,333		6.5	%	5,366		6.7	%
Small business	1,484		2.0	%	1,264		1.7	%
Residential real estate	2,664		11.0	%	2,590		11.5	%
Home equity	5,052		16.8	%	4,889		16.7	%
Other consumer	395		0.2	%	587		0.4	%
Total allowance for loan losses	$	58,205	100.0	%	$	55,825	100.0	%

To determine if a loan should be charged-off, all possible sources of repayment are analyzed. Possible sources of repayment include the potential for future cash flows, the value of the Bank’s collateral, and the strength of co-makers or guarantors. When available information confirms that specific loans or portions thereof are uncollectible, these amounts are promptly charged-off against the allowance for loan losses and any recoveries of such previously charged-off amounts are credited to the allowance.

Regardless of whether a loan is unsecured or collateralized, the Company charges off the amount of any confirmed loan loss in the period when the loans, or portions of loans, are deemed uncollectible. For troubled, collateral-dependent loans, loss-confirming events may include an appraisal or other valuation that reflects a shortfall between the value of the collateral and the carrying value of the loan or receivable, or a deficiency balance following the sale of the collateral.

For additional information regarding the Company’s allowance for loan losses, see Note 4, “Loans, Allowance for Loan Losses, and Credit Quality” within Notes to Consolidated Financial Statements included in Item 1 hereof.

Federal Home Loan Bank Stock The Bank held an investment in Federal Home Loan Bank (“FHLB”) of Boston of $11.3 million and $14.4 million at September 30, 2016 and December 31, 2015, respectively. The FHLB is a cooperative that provides services to its member banking institutions. The primary reason for the FHLB of Boston membership is to gain access to a reliable source of wholesale funding, particularly term funding, as a tool to manage interest rate risk. The purchase of stock in the FHLB is a requirement for a member to gain access to funding. The Company purchases FHLB stock proportional to the volume of funding received and views the purchases as a necessary long-term investment for the purposes of balance sheet liquidity and not for investment return.

Goodwill and Other Intangible Assets Goodwill and other intangible assets were $210.8 million and $212.9 million as of September 30, 2016 and December 31, 2015, respectively. The decrease in 2016 was due to amortization of definite-lived intangibles.

The Company typically performs its annual goodwill impairment testing during the third quarter of the year, unless certain indicators suggest earlier testing to be warranted. Accordingly, the Company performed its annual goodwill impairment testing during the third quarter of 2016 and determined that the Company's goodwill was not impaired. Other intangible assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable. There were no events or changes that indicated impairment of other intangible assets.

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Cash Surrender Value of Life Insurance Policies The Bank holds life insurance policies for the purpose of offsetting its future obligations to its employees under its retirement and benefits plans. The cash surrender value of life insurance policies was $137.7 million and $134.6 million at September 30, 2016 and December 31, 2015, respectively. The Company recorded tax exempt income from the life insurance policies of $984,000 and $958,000 for the three months ended September 30, 2016 and 2015, respectively, and $3.0 million and $2.7 million for the nine months ended September 30, 2016 and 2015, respectively.

Deposits Total deposits of $6.3 billion at September 30, 2016 increased $278.8 million, or 4.7%, as compared to December 31, 2015. Total cost of deposits decreased to 0.17% for the 2016 third quarter, reflecting the Company's continued emphasis on core deposits, which now represent 90.0% of total deposits as of September 30, 2016.

The Bank also participates in the Certificate of Deposit Account Registry Service (“CDARS”) program, allowing the Bank to provide easy access to multi-million dollar Federal Deposit Insurance Corporation ("FDIC") deposit insurance protection on certificate of deposit investments for consumers, businesses and public entities. In addition, the Company may occasionally raise funds through brokered certificates of deposit. This channel allows the Company to seek additional funding in potentially large quantities by attracting deposits from outside the Bank’s core market. At September 30, 2016 and December 31, 2015, the Company had $34.7 million and $46.3 million, respectively, of brokered deposits of which $33.7 million and $34.9 million, respectively, were part of the CDARS program.

Borrowings The Company’s borrowings consist of both short-term and long-term borrowings and provide the Bank with one of its primary sources of funding. Maintaining available borrowing capacity provides the Bank with a contingent source of liquidity.

The Company’s borrowings consisted of the following as of the periods indicated:

Table 11 - Borrowings



	September 30, 2016		December 31, 2015
	(Dollars in thousands)
Federal Home Loan Bank borrowings	$	50,826	$	102,080
Short-term borrowings - one year and under (1)
Customer repurchase agreements and other short-term borrowings	140,914		133,958
Long-term borrowings - over one year (1)
Junior subordinated debentures:
Capital Trust V	51,500		51,498
Slades Ferry Trust I	10,223		10,219
Central Trust I	5,255		5,250
Central Trust II	6,179		6,339
Subordinated debentures	34,624		34,589
Total long-term borrowings	$	107,781	$	107,895
Total borrowings	$	299,521	$	343,933

(1) Classification is based upon duration at origination and not predicated upon remaining time to maturity.

During the first quarter of 2016 the Company repaid in full certain Federal Home Loan Bank borrowings and recognized a loss on the extinguishment of debt of $437,000. In addition, the Company recognized a $122,000 loss in conjunction with its payoff of approximately $30.0 million in subordinated debentures in the first quarter of 2015.

At September 30, 2016 and December 31, 2015, the Bank had $2.8 billion and $2.9 billion, respectively, of assets pledged as collateral against borrowings. These assets are primarily pledged to the FHLB of Boston and the Federal Reserve Bank of Boston. Assets are also pledged as collateral for customer repurchase agreements.

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Capital Resources On September 15, 2016, the Company’s Board of Directors declared a cash dividend of $0.29 per share to stockholders of record as of the close of business on September 26, 2016. This dividend was paid on October 7, 2016.

The Federal Reserve Board, the FDIC and other regulatory agencies have established capital guidelines for banks and bank holding companies. Risk-based capital guidelines issued by the federal regulatory agencies require banks to meet certain minimum ratios. Beginning January 1, 2015, the Company and the Bank are subject to the Basel Committee's December 2010 framework, commonly referred to as BASEL III, which substantially revised the risk-based capital requirements applicable to bank holding companies and depository institutions. These rules, among other things: (i) introduced a new capital measure called "Common Equity Tier 1" or CET 1; (ii) specified that Tier 1 capital consists of CET 1 and "Additional Tier 1 capital" instruments meeting specified requirements; (iii) applied most deductions/adjustments to regulatory capital measures to CET 1 and not to the other components of capital, thus potentially requiring higher levels of CET1 in order to meet minimum ratios; and (iv) expanded the scope of the reductions/adjustments from capital as compared to the previous regulations. At September 30, 2016 and December 31, 2015, the Company and the Bank exceeded the minimum requirements for all applicable ratios that were in effect during the respective periods.

The Company’s and the Bank’s capital amounts and ratios are presented in the following table, along with the applicable minimum requirements for each period indicated:

Table 12 - Company and Bank's Capital Amounts and Ratios



	Actual				For Capital Adequacy Purposes					To Be Well Capitalized Under Prompt Corrective Action Provisions
	Amount		Ratio		Amount			Ratio		Amount			Ratio
	September 30, 2016
	(Dollars in thousands)
Company (consolidated)
Total capital (to risk weighted assets)	$	790,036	13.63	%	463,840		≥	8.0	%	N/A			N/A
Common equity tier 1 capital (to risk weighted assets)	625,169		10.78	%	260,910		≥	4.5	%	N/A			N/A
Tier 1 capital (to risk weighted assets)	696,097		12.01	%	347,880		≥	6.0	%	N/A			N/A
Tier 1 capital (to average assets)	696,097		9.59	%	290,320		≥	4.0	%	N/A			N/A
Bank
Total capital (to risk weighted assets)	$	749,199	12.93	%	463,600		≥	8.0	%	$	579,500	≥	10.0	%
Common equity tier 1 capital (to risk weighted assets)	689,884		11.90	%	$	260,775	≥	4.5	%	376,675		≥	6.5	%
Tier 1 capital (to risk weighted assets)	689,884		11.90	%	347,700		≥	6.0	%	463,600		≥	8.0	%
Tier 1 capital (to average assets)	689,884		9.51	%	290,200		≥	4.0	%	362,750		≥	5.0	%
	December 31, 2015
	(Dollars in thousands)
Company (consolidated)
Total capital (to risk weighted assets)	$	747,372	13.36	%	447,664		≥	8.0	%	N/A			N/A
Common equity tier 1 capital (to risk weighted assets)	584,378		10.44	%	$	251,811	≥	4.5	%	N/A			N/A
Tier 1 capital (to risk weighted assets)	655,154		11.71	%	335,748		≥	6.0	%	N/A			N/A
Tier 1 capital (to average assets)	655,154		9.33	%	280,889		≥	4.0	%	N/A			N/A
Bank
Total capital (to risk weighted assets)	$	718,197	12.84	%	447,334		≥	8.0	%	$	559,167	≥	10.0	%
Common equity tier 1 capital (to risk weighted assets)	660,979		11.82	%	$	251,625	≥	4.5	%	363,459		≥	6.5	%
Tier 1 capital (to risk weighted assets)	660,979		11.82	%	335,500		≥	6.0	%	447,334		≥	8.0	%
Tier 1 capital (to average assets)	660,979		9.42	%	280,653		≥	4.0	%	350,816		≥	5.0	%

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In addition to the minimum risk-based capital requirements outlined in the table above, the Company is required to maintain a minimum capital conservation buffer, in the form of common equity, in order to avoid restrictions on capital distributions and discretionary bonuses. The required amount of the capital conservation buffer is being phased-in, beginning at 0.625% on January 1, 2016 and ultimately increasing to 2.5% on January 1, 2019. At September 30, 2016 the Company''s capital levels exceeded the required buffer of 2.5%.

Dividend Restrictions In the ordinary course of business, the Company is dependent upon dividends from the Bank to provide funds for the payment of dividends to shareholders and to provide for other cash requirements. Banking regulations may limit the amount of dividends that may be paid. Approval by regulatory authorities is required if the effect of dividends declared would cause the regulatory capital of the Bank to fall below specified minimum levels. Approval is also required if dividends declared exceed the net profits for that year combined with the retained net profits for the preceding two years. Under the foregoing dividend restrictions and while maintaining its "well capitalized" status, dividends paid by the Bank to the Company totaled $11.1 million and $10.3 million for the three months ended September 30, 2016 and 2015, respectively, and totaled $33.4 million and $27.8 million for the nine months ended September 30, 2016 and 2015, respectively.

Trust Preferred Securities In accordance with the applicable accounting standard related to variable interest entities, the common stock of trusts which have issued trust preferred securities have not been included in the consolidated financial statements of the Company. At both September 30, 2016 and 2015, $71.0 million in trust preferred securities have been included in the Tier 1 capital of the Company for regulatory reporting purposes pursuant to the Federal Reserve's capital adequacy guidelines.

Investment Management As of September 30, 2016, the Rockland Trust Investment Management Group had assets under administration of $2.9 billion, representing approximately 5,349 trust, fiduciary, and agency accounts. At December 31, 2015, assets under administration were $2.7 billion, representing approximately 5,271 trust, fiduciary, and agency accounts. Included in these amounts as of September 30, 2016 and December 31, 2015 are assets under administration of $264.0 million and $229.4 million, respectively, relating to the Company’s registered investment advisor, Bright Rock Capital Management, LLC, which provides institutional quality investment management services to institutional and high net worth clients. Revenue from the Investment Management Group amounted to $5.0 million and $14.7 million for the three and nine months ended September 30, 2016, and $4.5 million and $14.0 million for the three and nine months ended September 30, 2015.

Additionally, for the three and nine months ended September 30, 2016 retail investments and insurance revenue was $451,000 and $1.5 million, respectively, compared to $482,000 and $1.6 million, respectively, for the three and nine months ended September 30, 2015. Retail investments and insurance revenue includes commission revenue from LPL Financial and its affiliates, LPL Insurance Associates, Inc., Savings Bank Life Insurance of Massachusetts, and Smith Companies LTD, a division of Capitas Financial, LLC.

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RESULTS OF OPERATIONS

The following table provides a summary of results of operations:

Table 13 - Summary of Results of Operations



	Three Months Ended September 30						Nine Months Ended September 30
	2016			2015			2016			2015
	(Dollars in thousands, except per share data)
Net Income	$	20,484		$	18,594		$	59,469		$	45,505
Diluted earnings per share	$	0.78		$	0.71		$	2.26		$	1.76
Return on average assets	1.09		%	1.03		%	1.09		%	0.88		%
Return on average equity	9.98		%	9.75		%	9.92		%	8.35		%
Net interest margin	3.40		%	3.39		%	3.42		%	3.44		%

Net Interest Income The amount of net interest income is affected by changes in interest rates and by the volume, mix, and interest rate sensitivity of interest-earning assets and interest-bearing liabilities.

On a fully tax equivalent basis, net interest income for the third quarter of 2016 increased $2.6 million, or 4.7%, to $58.0 million, when compared to the third quarter of 2015, driven by an overall increase in interest earning assets, combined with reduced borrowings balances.

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The following tables present the Company’s average balances, net interest income, interest rate spread, and net interest margin for the three and nine months ending September 30, 2016 and 2015, respectively. Nontaxable income from loans and securities is presented on a fully tax-equivalent basis ("FTE") by adjusting tax-exempt income upward by an amount equivalent to the prevailing income taxes that would have been paid if the income had been fully taxable.

Table 14 - Average Balance, Interest Earned/Paid & Average Yields Quarter-to-Date



	Three Months Ended September 30
	2016						2015
	Average Balance		Interest Earned/ Paid		Average Yield		Average Balance		Interest Earned/ Paid		Average Yield
	(Dollars in thousands)
Interest-earning assets
Interest-earning deposits with banks, federal funds sold, and short term investments	$	305,728	$	387	0.50	%	$	192,205	$	121	0.25	%
Securities
Securities - trading	805		—		—	%	479		—		—	%
Securities - taxable investments	815,889		5,034		2.45	%	802,146		5,455		2.70	%
Securities - nontaxable investments (1)	4,382		43		3.90	%	4,895		48		3.89	%
Total securities	821,076		5,077		2.46	%	807,520		5,503		2.70	%
Loans held for sale	11,652		81		2.77	%	10,196		64		2.49	%
Loans (2)
Commercial and industrial	851,497		8,420		3.93	%	871,976		8,608		3.92	%
Commercial real estate (1)	2,723,832		28,466		4.16	%	2,649,676		27,449		4.11	%
Commercial construction	370,085		3,881		4.17	%	290,052		3,057		4.18	%
Small business	111,932		1,502		5.34	%	91,331		1,237		5.37	%
Total commercial	4,057,346		42,269		4.14	%	3,903,035		40,351		4.10	%
Residential real estate	631,582		6,334		3.99	%	650,039		6,490		3.96	%
Home equity	958,317		8,243		3.42	%	896,257		7,690		3.40	%
Total consumer real estate	1,589,899		14,577		3.65	%	1,546,296		14,180		3.64	%
Other consumer	13,026		291		8.89	%	17,033		383		8.92	%
Total loans	5,660,271		57,137		4.02	%	5,466,364		54,914		3.99	%
Total interest-earning assets	$	6,798,727	$	62,682	3.67	%	$	6,476,285	$	60,602	3.71	%
Cash and due from banks	94,547						116,975
Federal Home Loan Bank stock	11,304						37,485
Other assets	552,247						512,326
Total assets	$	7,456,825					$	7,143,071
Interest-bearing liabilities
Deposits
Savings and interest checking accounts	$	2,408,498	$	756	0.12	%	$	2,274,861	$	897	0.16	%
Money market	1,197,382		758		0.25	%	1,120,290		742		0.26	%
Time deposits	635,635		1,219		0.76	%	717,225		1,312		0.73	%
Total interest-bearing deposits	$	4,241,515	$	2,733	0.26	%	$	4,112,376	$	2,951	0.28	%
Borrowings
Federal Home Loan Bank borrowings	$	51,100	$	391	3.04	%	$	107,489	$	571	2.11	%
Customer repurchase agreements and other short-term borrowings	151,982		52		0.14	%	142,704		48		0.13	%
Wholesale repurchase agreements	—		—		—	%	29,348		162		2.19	%
Junior subordinated debentures	73,184		1,037		5.64	%	73,383		1,014		5.48	%

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Subordinated debentures	34,617		427		4.91	%	34,571		437		5.02	%
Total borrowings	$	310,883	$	1,907	2.44	%	$	387,495	$	2,232	2.34	%
Total interest-bearing liabilities	$	4,552,398	$	4,640	0.41	%	$	4,499,871	$	5,183	0.46	%
Demand deposits	1,976,177						1,789,288
Other liabilities	112,018						97,475
Total liabilities	$	6,640,593					$	6,386,634
Stockholders' equity	816,232						756,437
Total liabilities and stockholders' equity	$	7,456,825					$	7,143,071
Net interest income (1)			$	58,042					$	55,419
Interest rate spread (3)					3.26	%					3.25	%
Net interest margin (4)					3.40	%					3.39	%
Supplemental information
Total deposits, including demand deposits	$	6,217,692	$	2,733			$	5,901,664	$	2,951
Cost of total deposits					0.17	%					0.20	%
Total funding liabilities, including demand deposits	$	6,528,575	$	4,640			$	6,289,159	$	5,183
Cost of total funding liabilities					0.28	%					0.33	%

(1)

The total amount of adjustment to present interest income and yield on a FTE basis is $374,000 for both the three months ended September 30, 2016 and 2015, respectively. The FTE adjustment relates to nontaxable investment securities with average balances of $4.4 million and $4.9 million and nontaxable industrial development bonds recorded within commercial real estate with average balances of $67.8 million and $67.0 million, for the three months ended September 30, 2016 and 2015, respectively.


(2)	Average nonaccruing loans are included in loans.


(3)	Interest rate spread represents the difference between the weighted average yield on interest-earning assets and the weighted average cost of interest-bearing liabilities.


(4)	Net interest margin represents annualized net interest income as a percentage of average interest-earning assets.

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Table 15—Average Balance, Interest Earned/Paid & Average Yields Year-to-Date



	Nine Months Ended September 30
	2016						2015
	Average Balance		Interest Earned/ Paid		Yield/ Rate		Average Balance		Interest Earned/ Paid		Yield/ Rate
	(Dollars in thousands)
Interest-earning assets
Interest-earning deposits with banks, federal funds sold, and short-term investments	$	202,397	$	767	0.51	%	$	113,251	$	212	0.25	%
Securities
Securities - trading	667		—		—	%	387		—		—	%
Securities - taxable investments	824,449		15,500		2.51	%	778,346		14,934		2.57	%
Securities - nontaxable investments (1)	4,557		137		4.02	%	5,172		146		3.77	%
Total securities	829,673		15,637		2.52	%	783,905		15,080		2.57	%
Loans held for sale	8,005		170		2.84	%	9,185		173		2.52	%
Loans (2)
Commercial and industrial	845,565		24,759		3.91	%	862,620		25,315		3.92	%
Commercial real estate (1)	2,703,300		83,082		4.11	%	2,573,265		79,933		4.15	%
Commercial construction	369,403		11,376		4.11	%	287,290		9,162		4.26	%
Small business	105,761		4,266		5.39	%	88,922		3,628		5.45	%
Total commercial	4,024,029		123,483		4.10	%	3,812,097		118,038		4.14	%
Residential real estate	631,343		18,939		4.01	%	639,792		19,452		4.06	%
Home equity	943,857		24,452		3.46	%	883,952		22,650		3.43	%
Total consumer real estate	1,575,200		43,391		3.68	%	1,523,744		42,102		3.69	%
Other consumer	13,743		924		8.98	%	17,645		1,194		9.05	%
Total loans	5,612,972		167,798		3.99	%	5,353,486		161,334		4.03	%
Total interest-earning assets	$	6,653,047	$	184,372	3.70	%	$	6,259,827	$	176,799	3.78	%
Cash and due from banks	90,527						107,816
Federal Home Loan Bank stock	12,940						36,691
Other assets	542,271						510,212
Total assets	$	7,298,785					$	6,914,546
Interest-bearing liabilities
Deposits
Savings and interest checking accounts	$	2,386,520	$	2,416	0.14	%	$	2,214,414	$	2,640	0.16	%
Money market	1,157,731		2,171		0.25	%	1,094,764		2,161		0.26	%
Time deposits	651,044		3,752		0.77	%	712,628		3,835		0.72	%
Total interest-bearing deposits	$	4,195,295	$	8,339	0.27	%	$	4,021,806	$	8,636	0.29	%
Borrowings
Federal Home Loan Bank borrowings	$	63,869	1,275		2.67	%	$	107,584	$	1,638	2.04	%
Customer repurchase agreements and other short-term borrowings	144,393		149		0.14	%	135,692		161		0.16	%
Wholesale repurchase agreements	—		—		—	%	43,040		746		2.32	%
Junior subordinated debentures	73,233		3,072		5.60	%	73,433		3,010		5.48	%
Subordinated debentures	34,606		1,282		4.95	%	40,076		1,442		4.81	%
Total borrowings	$	316,101	$	5,778	2.44	%	$	399,825	$	6,997	2.34	%
Total interest-bearing liabilities	$	4,511,396	$	14,117	0.42	%	$	4,421,631	$	15,633	0.47	%
Demand deposits	1,878,558						1,660,821

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Other liabilities	107,983						103,035
Total liabilities	$	6,497,937					$	6,185,487
Stockholders' equity	800,848						729,059
Total liabilities and stockholders' equity	$	7,298,785					$	6,914,546
Net interest income (1)			$	170,255					$	161,166
Interest rate spread (3)					3.28	%					3.31	%
Net interest margin (4)					3.42	%					3.44	%
Supplemental information
Total deposit, including demand deposits	$	6,073,853	$	8,339			$	5,682,627	$	8,636
Cost of total deposits					0.18	%					0.20	%
Total funding liabilities, including demand deposits	$	6,389,954	$	14,117			$	6,082,452	$	15,633
Cost of total funding liabilities					0.30	%					0.34	%

(1)

The total amount of adjustment to present interest income and yield on a FTE basis is $1.2 million and $1.1 million for the nine months ended September 30, 2016 and 2015, respectively. The FTE adjustment relates to nontaxable investment securities with average balances of $4.6 million and $5.2 million and nontaxable industrial development bonds recorded within commercial real estate with average balances of $69.8 million and $67.9 million for the nine months ended September 30, 2016 and 2015, respectively.


(2)	Average nonaccruing loans are included in loans.


(3)	Interest rate spread represents the difference between the weighted average yield on interest-earning assets and the weighted average cost of interest-bearing liabilities.


(4)	Net interest margin represents annualized net interest income as a percentage of average interest-earning assets.

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The following table presents certain information on a FTE basis regarding changes in the Company’s interest income and interest expense for the periods indicated. For each category of interest-earning assets and interest-bearing liabilities, information is provided with respect to changes attributable to: (1) changes in rate (change in rate multiplied by old volume), (2) changes in volume (change in volume multiplied by old rate), and (3) changes in volume/rate (change in volume multiplied by change in rate) which is allocated to the change due to rate column:

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Table 16 - Volume Rate Analysis



	Three Months Ended September 30									Nine Months Ended September 30
	2016 Compared To 2015									2016 Compared To 2015
	Change Due to Rate			Change Due to Volume			Total Change			Change Due to Rate			Change Due to Volume			Total Change
	(Dollars in thousands)
Income on interest-earning assets
Interest earning deposits, federal funds sold and short term investments	$	195		$	71		$	266		$	388		$	167		$	555
Securities
Securities - taxable investments	(514		)	93			(421		)	(319		)	885			566
Securities - nontaxable investments (1)	—			(5		)	(5		)	8			(17		)	(9		)
Total securities							(426		)							557
Loans held for sale	8			9			17			19			(22		)	(3		)
Loans
Commercial and industrial	14			(202		)	(188		)	(55		)	(501		)	(556		)
Commercial real estate (1)	249			768			1,017			(889		)	4,039			3,150
Commercial construction	(20		)	844			824			(405		)	2,619			2,214
Small business	(14		)	279			265			(49		)	687			638
Total commercial							1,918									5,446
Residential real estate	28			(184		)	(156		)	(256		)	(257		)	(513		)
Home equity	21			532			553			267			1,535			1,802
Total consumer real estate							397									1,289
Other consumer	(2		)	(90		)	(92		)	(6		)	(264		)	(270		)
Total loans (1)(2)							2,223									6,465
Total income of interest-earning assets							$	2,080								$	7,574
Expense of interest-bearing liabilities
Deposits
Savings and interest checking accounts	$	(194	)	$	53		$	(141	)	$	(429	)	$	205		$	(224	)
Money market	(35		)	51			16			(114		)	124			10
Time certificates of deposits	56			(149		)	(93		)	248			(331		)	(83		)
Total interest bearing deposits							(218		)							(297		)
Borrowings
Federal Home Loan Bank borrowings	120			(300		)	(180		)	303			(666		)	(363		)
Customer repurchase agreements and other short-term borrowings	1			3			4			(22		)	10			(12		)
Wholesale repurchase agreements	—			(162		)	(162		)	—			(746		)	(746		)
Junior subordinated debentures	26			(3		)	23			70			(8		)	62
Subordinated debentures	(11		)	1			(10		)	37			(197		)	(160		)
Total borrowings							(325		)							(1,219		)
Total expense of interest-bearing liabilities							(543		)							(1,516		)
Change in net interest income							$	2,623								$	9,090


(1)	The table above reflects income determined on a FTE basis. See footnote (1) to tables 14 and 15 above for the related adjustments.


(2)	Loans include portfolio loans and nonaccrual loans; however, unpaid interest on nonaccrual loans has not been included for purposes of determining interest income.

Provision For Loan Losses The provision for loan losses represents the charge to expense or benefit that is required to maintain an appropriate level of allowance for loan losses. The provision for loan losses totaled $950,000 and $2.1 million for

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the three and nine months ended September 30, 2016, respectively,as compared to $800,000 and $1.0 million for the comparable year-ago periods. The Company’s allowance for loan losses, as a percentage of total loans, was 1.01% , 1.01% and 1.00% at September 30, 2016, December 31, 2015 and September 30, 2015. Additionally, the Company's asset quality remains strong throughout 2016, as evidenced by net charge-offs of $472,000 and net recoveries of $305,000 for the three and nine months ended September 30, 2016, respectively, as compared to net charge-offs of $590,000 and $895,000 for the three and nine months ended September 30, 2015, respectively.

General economic conditions within the region have been favorable throughout 2016, as measured by employment levels, economic activity, and other regional economic indicators. Job growth has been steady and unemployment levels have decreased. Lower energy costs related to oil and gasoline prices are benefiting consumers and lowering some business costs in the region. While leading economic indicators suggest growth will continue in the near term, economic conditions in the region could be adversely affected by sluggish national and global growth and slowing productivity growth.

Area residential real estate prices and sales volume both are up year-over-year. Commercial real estate market conditions have held steady with most markets in the region experiencing stable to rising values and, generally, stable to positive trends in rents and occupancy rates. However, commercial real estate valuations may be at or near peak levels as investors, lenders and regulators are growing more cautious about valuations and the general economy.

Management’s periodic evaluation of the appropriate allowance for loan losses considers past loan loss experience, known and inherent risks in the loan portfolio, adverse situations which may affect the borrowers’ ability to repay, the estimated value of the underlying collateral, if any, and current economic conditions. Substantial portions of the Bank’s loans are secured by real estate in Massachusetts and Rhode Island. Accordingly, the ultimate collectability of a substantial portion of the Bank’s loan portfolio is susceptible to changes in property values within those states.

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Noninterest Income The following table sets forth information regarding noninterest income for the periods shown:

Table 17 - Noninterest Income



	Three Months Ended
	September 30				Change
	2016		2015		Amount			%
	(Dollars in thousands)
Deposit account fees	$	4,622	$	4,754	$	(132	)	(2.78	)%
Interchange and ATM fees	4,190		3,949		241			6.10	%
Investment management	5,446		4,981		465			9.34	%
Mortgage banking income	1,963		1,480		483			32.64	%
Increase in cash surrender value of life insurance policies	984		958		26			2.71	%
Loan level derivative income	810		968		(158		)	(16.32	)%
Other noninterest income	2,401		2,157		244			11.31	%
Total	$	20,416	$	19,247	$	1,169		6.07	%

	Nine Months Ended
	September 30				Change
	2016		2015		Amount			%
	(Dollars in thousands)
Deposit account fees	$	13,563	$	13,385	$	178		1.33	%
Interchange and ATM fees	12,050		10,817		1,233			11.40	%
Investment management	16,183		15,616		567			3.63	%
Mortgage banking income	4,458		3,832		626			16.34	%
Gain on sale of equity securities	5		19		(14		)	(73.68	)%
Gain on sale of fixed income securities	—		798		(798		)	(100.00	)%
Increase in cash surrender value of life insurance policies	2,980		2,685		295			10.99	%
Loan level derivative income	4,627		2,816		1,811			64.31	%
Other noninterest income	6,800		6,096		704			11.55	%
Total	$	60,666	$	56,064	$	4,602		8.21	%

The primary reasons for the significant variances in the noninterest income category shown in the preceding tables are noted below:

Interchange and ATM fees have increased as compared to the prior year periods as a result of successful growth of core checking accounts.

Investment management income growth is driven primarily from growth in overall assets under administration, which were $2.9 billion as of September 30, 2016, an increase of $342.9 million, or 13.50%, compared to September 30, 2015.

Mortgage banking income increased primarily due to higher volume of loan closings.

Income from the cash surrender value of life insurance policies increased due primarily to additional policies from the acquisition of Peoples Federal Bancshares, Inc. ("Peoples") in 2015 and general overall value appreciation.

Although slowed in the third quarter of 2016, loan level derivative income continues to be driven primarily by customer demand caused by the continued uncertain rate environment.

Other noninterest income increased in the current periods mainly due to merchant processing income, foreign currency exchange fees, and 1031 exchange income.

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Noninterest Expense The following table sets forth information regarding non-interest expense for the periods shown:

Table 18 - Noninterest Expense



	Three Months Ended
	September 30				Change
	2016		2015		Amount			%
	(Dollars in thousands)
Salaries and employee benefits	$	27,395	$	26,685	$	710		2.66	%
Occupancy and equipment expenses	5,433		5,443		(10		)	(0.18	)%
Data processing & facilities management	1,400		1,112		288			25.90	%
FDIC assessment	725		1,020		(295		)	(28.92	)%
Advertising expense	1,654		1,414		240			16.97	%
Consulting expense	770		867		(97		)	(11.19	)%
Legal	321		746		(425		)	(56.97	)%
Merger and acquisition expenses	151		—		151			100.00%
Other noninterest expenses	9,008		9,744		(736		)	(7.55	)%
Total	$	46,857	$	47,031	$	(174	)	(0.37	)%

	Nine Months Ended
	September 30				Change
	2016		2015		Amount			%
	(Dollars in thousands)
Salaries and employee benefits	$	81,561	$	78,291	$	3,270		4.18	%
Occupancy and equipment expenses	16,927		17,509		(582		)	(3.32	)%
Data processing & facilities management	3,831		3,462		369			10.66	%
FDIC assessment	2,655		2,993		(338		)	(11.29	)%
Advertising expense	4,134		4,101		33			0.80	%
Consulting expense	2,235		2,451		(216		)	(8.81	)%
Legal	1,132		1,462		(330		)	(22.57	)%
Loss on extinguishment of debt	437		122		315			258.20	%
Loss on sale of equity securities	32		8		24			300.00	%
Loss on sale of fixed income securities	—		1,124		(1,124		)	(100.00	)%
Merger and acquisition expenses	691		10,501		(9,810		)	(93.42	)%
Other noninterest expenses	26,850		28,628		(1,778		)	(6.21	)%
Total	$	140,485	$	150,652	$	(10,167	)	(6.75	)%

The primary reasons for the significant variances in the noninterest expense category shown in the preceding tables are noted below:

The increase in salaries and employee benefits reflects overall increases in the employee base due to the full nine month impact of the February 2015 Peoples acquisition along with an increase in expenses associated with merit and incentive compensation, retirement benefits, and medical insurance expenses.

Occupancy and equipment expense decreases for the nine month period were attributable to less snow removal costs , utility expenses, and depreciation on leasehold improvements, offset by an increase in rent and general expenses, partially due to the impact of the 2015 Peoples acquisition.

Data processing and facilities management increased mainly due to one-time costs associated with implementation of new software.

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FDIC assessment decreased due to a reduction in assessment rates effective July 1, 2016.

Advertising expenses in total remained consistent but may experience quarter over quarter volatility due to the timing of various campaigns.

Legal fees decreased mainly due to the decrease in loan workout costs.

Consulting expenses decreased in 2016 due to timing of certain initiatives.

The Company recognized a $437,000 loss in conjunction with its payoff of approximately $49.0 million in Federal Home Loan Bank borrowings in the first quarter of 2016, and a $122,000 loss in conjunction with its payoff of approximately $30.0 million in subordinated debentures in the first quarter of 2015.

There was a loss on the sale of fixed income securities during the second quarter of 2015 due to the sales of mortgage backed securities and certain pooled trust preferred securities. There were no such losses in the prior periods or current three month period of 2016.

Merger and acquisition expense in 2016 is related to the pending New England Bancorp acquisition scheduled to close in November 2016. The prior year expense is related to the 2015 Peoples acquisition.

Other noninterest expenses decreased in the current year periods due primarily to decreases in loan workout costs and the provision for unfunded commitments, offset by increases in debit card expenses, directors fees, card issuance costs and mortgage operations expense.

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Income Taxes The tax effect of all income and expense transactions is recognized by the Company in each year’s consolidated statements of income, regardless of the year in which the transactions are reported for income tax purposes. The following table sets forth information regarding the Company’s tax provision and applicable tax rates for the periods indicated:

Table 19 - Tax Provision and Applicable Tax Rates



	Three Months Ended						Nine Months Ended
	September 30						September 30
	2016			2015			2016			2015
	(Dollars in thousands)
Combined federal and state income tax provision	$	9,793		$	7,867		$	27,729		$	18,949
Effective income tax rate	32.34		%	29.73		%	31.80		%	29.40		%

The Company's blended statutory tax rate was 40.86% for both the three and nine month periods ended September 30, 2016 and 40.70% for the three and nine month periods ended September 30, 2015. The effective income tax rates noted in the table above are lower than the blended statutory tax rate due to certain tax preference assets such as life insurance policies and tax exempt bonds, as well as federal tax credits recognized primarily in connection with the New Markets Tax Credit program and investments in low income housing project investments. The increase in the effective income tax rate for 2016 is primarily due to a reduction in the benefits recognized from New Markets Tax Credits.

The Company's subsidiaries have received several awards of tax credit allocation authority under the federal New Markets Tax Credit program which enable the Company to recognize federal tax credits over a seven year period totaling 39.0% of the total award. The Company recognizes federal tax credits based on when capital investments are made into its subsidiaries to fund below market interest rate loans to qualifying businesses in low income communities. The following table details the remaining tax credit recognition by year associated with this program:

Table 20 - New Markets Tax Credit Recognition Schedule



Year of Investment			2016		2017		2018		2019		Total Remaining Credits

2010	40,000		2,400		—		—		—		2,400
2012	21,400		1,285		1,285		1,285		—		3,855
2013	44,600		2,675		2,675		2,675		2,675		10,700
Total	$	106,000	$	6,360	$	3,960	$	3,960	$	2,675	$	16,955

The Company invests in various low income housing projects which are real estate limited partnerships that acquire, develop, own and operate low and moderate-income housing developments. As a limited partner in these operating partnerships, the Company will receive tax credits and tax deductions for losses incurred by the underlying properties. The investments are accounted for using the proportional amortization method and will be amortized over various periods through 2032, which represents the period that the tax credits and other tax benefits will be utilized. The total committed investment in these partnerships is $42.4 million, of which $35.6 million has been funded. It is expected that the limited partnership investments will generate a net tax benefit of approximately $1.6 million for the full calendar year of 2016 and a total of $12.7 million over the remaining life of the investments from the combination of the tax credits and operating losses.

Risk Management

The Company’s Board of Directors and Executive Management have identified significant risk categories which affect the Company. The risk categories include: credit risk, operations risk, compliance risk, strategic and reputation risk, market risk and liquidity risk. The Board of Directors has approved an Enterprise Risk Management Policy that addresses each category of risk. The Portfolio Risk Manager, Chief Financial Officer, Chief Information Officer, Director of Enterprise Risk Management, Compliance Officer, Executive Vice President of Commercial Lending and other members of management provide regular reports to the Board of Directors, identifying key risk issues and plans to address these issues. The Board of Directors seeks to ensure the level of risk is within limits established by both the Risk Management Policy and other previously approved policies.

Credit Risk Credit risk represents the possibility that the Company's borrowing customers or other counterparties may not repay loans or other contractual obligations according to their terms due to changes in the financial capacity and ability of such

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borrowing customers or counterparties to meet their obligations. In some cases, the collateral securing the payment of the loans may be sufficient to assure repayment, but in other cases the Company may experience significant credit losses which could have an adverse effect on its operating results. The Company makes various assumptions and judgments about the collectability of its loan portfolio, including the creditworthiness of its borrowers and counterparties and the value of the real estate and other assets serving as collateral for the repayment of loans. For further discussion regarding the credit risk and the credit quality of the Company’s loan portfolio, see Note 4, “Loans, Allowance for Loan Losses, and Credit Quality” within Notes to Consolidated Financial Statements included in Item 1 hereof.

Operations Risk Operations risk is the risk of loss due to human behavior, inadequate or failed internal systems and controls, and external influences such as market conditions, fraudulent activities, natural disasters, physical security and information security risks including cyber security risk. The Company continuously strives to strengthen its system of internal controls, operating processes and employee awareness. The Bank has an Operations Risk Management Committee that meets monthly and reports to the Board quarterly or more frequently if warranted. The Committee is chaired by the Director of Enterprise Risk Management and members of the Committee include representatives from Audit, Finance, Technology, Operations, Information Security, Compliance and periodic attendance from business units throughout the organization. An operations risk management dashboard is updated quarterly and reviewed with the Board.

Compliance Risk Compliance risk represents the risk of regulatory sanctions or financial loss resulting from the Company’s failure to comply with rules and regulations issued by the various banking agencies, the U.S. Securities and Exchange Commission, the NASDAQ Stock Market, and standards of good banking practice. Activities which may expose the Company to compliance risk include, but are not limited to, those dealing with the prevention of money laundering, privacy and data protection, adherence to all applicable laws and regulations, community reinvestment initiatives and employment and tax matters. Compliance risk is mitigated through the use of written policies and procedures, training of staff, and monitoring of activities for adherence to those procedures. The Bank has a Compliance Committee that meets quarterly and updates the Board and Management quarterly or more frequently if warranted. The Committee is chaired by the Director of Compliance, and members of the Committee include representatives from each of the principal business lines as well as Audit, Finance, Technology and Information Security.

Strategic and Reputation Risk Strategic and reputation risk represent the risk of loss due to impairment of reputation, failure to fully develop and execute business plans, and failure to assess current and new opportunities and threats in business, markets, and products. Management mitigates strategic and reputational risk through robust annual strategic planning, frequent executive strategic reviews, ongoing competitive and technological observation, rigorous assessment processes of new product, new branch, and new business initiatives, adherence to ethical standards, a philosophy of customer advocacy, a structured process of customer complaint resolution, and ongoing reputational monitoring, crisis management plan, and management tools.

Market Risk Market risk is the sensitivity of income to changes in interest rates, foreign exchange rates, commodity prices and other market-driven rates or prices. Interest rate sensitivity is the most significant market risk to which the Company is exposed.

Interest rate risk is the sensitivity of income to changes in interest rates. Changes in interest rates, as well as fluctuations in the level and duration of assets and liabilities, affect net interest income, the Company’s primary source of revenue. Interest rate risk arises directly from the Company’s core banking activities. In addition to directly impacting net interest income, changes in the level of interest rates can also affect the amount of loans originated, the timing of cash flows on loans and securities, and the fair value of securities and derivatives, as well as other effects.

The primary goal of interest rate risk management is to control this risk within limits approved by the Board of Directors. These limits reflect the Company’s tolerance for interest rate risk over both short-term and long-term horizons. The Company attempts to control interest rate risk by identifying, quantifying, and where appropriate, hedging its exposure. If assets and liabilities do not re-price simultaneously and in equal volume, the potential for interest rate exposure exists. It is management’s objective to maintain stability in the growth of net interest income through the maintenance of an appropriate mix of interest-earning assets and interest-bearing liabilities and, when necessary, within prudent limits, through the use of off-balance sheet hedging instruments such as interest rate swaps, floors and caps.

The Company quantifies its interest rate exposures using net interest income simulation models, as well as simpler gap analysis, and Economic Value of Equity analysis. Key assumptions in these simulation analyses relate to behavior of interest rates and behavior of the Company’s deposit and loan customers. The most material assumptions relate to the prepayment of mortgage assets (including mortgage loans and mortgage-backed securities) and the life and sensitivity of nonmaturity deposits (e.g. DDA, NOW, savings and money market). In the case of prepayment of mortgage assets, assumptions are derived from published dealer median prepayment estimates for comparable mortgage loans. The risk of prepayment tends to increase when interest rates fall. Since future prepayment behavior of loan customers is uncertain, the resultant interest rate sensitivity of loans cannot be determined exactly.

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The Company’s policy on interest-rate risk simulation specifies that for all "core" interest rate scenarios, estimated net interest income for the subsequent one-year period should not decline by more than 10%. The Company's core scenarios for September 30, 2016 included five instantaneous parallel shifts (“shocks”) to market interest rates and four gradual (12 to 24 months) shifts in interest. Additionally, the Company analyzes a separate alternative scenario, labeled "Flat Up 200". In this scenario the short term end of the yield curve increases 200 bps over the first 12 months of the simulation, while the long term end of the curve remains relatively flat.

The results of all scenarios and the impact to net interest income are outlined in the table below:

Table 21 - Interest Rate Sensitivity



	September 30
	2016				2015
	Year 1		Year 2		Year 1		Year 2
Parallel rate shocks (basis points)
-100	(3.4	)%	(7.3	)%	(0.4	)%	(4.2	)%
+100	7.1	%	9.8	%	5.4	%	8.0	%
+200	14.0	%	19.6	%	11.0	%	16.1	%
+300	20.7	%	29.2	%	16.4	%	24.1	%
+400	27.3	%	38.6	%	21.7	%	32.0	%

Gradual rate shifts (basis points)
-100 over 12 months	(1.6	)%	(5.9	)%	0.2	%	(2.6	)%
+200 over 12 months	6.6	%	17.1	%	5.0	%	14.0	%
+400 over 24 months	6.6	%	23.8	%	5.0	%	19.1	%
Flat +500 over 12 months	8.3	%	29.3	%	6.2	%	22.9	%

Alternative scenarios
Flat up 200 basis points scenario	6.6	%	16.2	%	4.9	%	12.0	%

The Company's policy on interest rate risk simulation also specifies that estimated net interest income for the second year of all “core scenarios” should not decline by more than 15.0%. The Company was within policy limits at September 30, 2016 and 2015. It should be emphasized, however, that the results are dependent on material assumptions such as those discussed above. For instance, asymmetrical rate behavior can have a material impact on the simulation results. If competition for deposits forced the Company to raise rates on those liabilities more quickly than is assumed in the simulation analysis without a corresponding increase in asset yields, net interest income may be negatively impacted. Alternatively, if the Company is able to lag increases in deposit rates as loans re-price upward, net interest income would be positively impacted.

The most significant factors affecting market risk exposure of the Company’s net interest income during the nine months ended September 30, 2016 were the shape of the U.S. Government securities and interest rate swap yield curve, the level of U.S. prime interest rate and LIBOR rates, and the level of interest rates being offered on long-term fixed rate loans.

The Company manages the interest rate risk inherent in both its loan and borrowing portfolios by utilizing interest rate swap agreements and interest rate caps and floors. An interest rate swap is an agreement whereby one party agrees to pay a floating rate of interest on a notional principal amount in exchange for receiving a fixed rate of interest on the same notional amount for a predetermined period of time from a second party. Interest rate caps and floors are agreements whereby one party agrees to pay a floating rate of interest on a notional principal amount for a predetermined period of time to a second party if certain market interest rate thresholds are realized. The amounts relating to the notional principal amount are not actually exchanged. Additionally, the Company may manage the interest rate risk inherent in its mortgage banking operations by entering into forward sales contracts. The level of hedging activity the bank engages in, with regards to its mortgage portfolio, depends on whether the investor purchases the loan with a forward rate lock commitment. Loans with a predefined commitment are not hedged as the price is fixed by the investor at commitment. For loans without a predefined commitment from an investor, a change in market interest rates between the time the Company commits to terms on a loans and the time the Company ultimately sells the loan in the secondary market could reduce the gain (or increase the loss) the Company records on the sale. The Company may attempt to mitigate this risk by entering into forward sales commitments in amounts sufficient to cover loans not locked by the investor. See Note 8, “Derivative

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and Hedging Activities” within Notes to Consolidated Financial Statements included in Item 1 hereof for additional information regarding the Company’s Derivative Financial Instruments.

The Company’s earnings are not directly or materially impacted by movements in foreign currency rates or commodity prices. Movements in equity prices may have a modest impact on earnings by affecting the volume of activity or the amount of fees from investment-related business lines. See Note 3, “Securities” within Notes to Consolidated Financial Statements included in Item 1 hereof.

Liquidity Risk Liquidity risk is the risk that the Company will not have the ability to generate adequate amounts of cash in the most economical way for the institution to meet its ongoing obligations to pay deposit withdrawals, service borrowings, and to fund loan commitments. The Company’s primary sources of funds are deposits, borrowings, and the amortization, prepayment and maturities of loans and securities. The Bank utilizes its extensive branch network to access retail customers who provide a stable base of in-market core deposits. These funds are principally comprised of demand deposits, interest checking accounts, savings accounts, and money market accounts. Deposit levels are greatly influenced by interest rates, economic conditions, and competitive factors.

The Company actively manages its liquidity position under the direction of the Asset Liability Committee of the Bank ("ALCO"). The Company’s primary measure of short-term liquidity is the Total Basic Surplus/Deficit as a percentage of assets. This ratio, which is an analysis of the relationship between liquid assets plus available funding at the FHLB less short-term liabilities relative to total assets, was within policy limits at September 30, 2016. The Total Basic Surplus/Deficit measure is affected primarily by changes in deposits, securities and short-term investments, loans and borrowings. An increase in deposits, without a corresponding increase in nonliquid assets, will improve the Total Basic Surplus/Deficit measure, whereas, an increase in loans, with no increase in deposits, will decrease the measure. Other factors affecting the Total Basic Surplus/Deficit measure include collateral requirements at the FHLB, changes in the securities portfolio, and the mix of deposits.

The Bank is careful to increase deposits without adversely impacting the weighted average cost of those funds. As part of a prudent liquidity risk management practice, the Company maintains various liquidity sources, some of which are only accessed on a contingency basis. Accordingly, management has implemented funding strategies that include FHLB advances, Federal Reserve Bank borrowing capacity and repurchase agreement lines. These nondeposit funds are also viewed as a contingent source of liquidity and, when profitable lending and investment opportunities exist, access to such funds provides a means to grow the balance sheet.

Borrowing capacity at the FHLB and the Federal Reserve is impacted by the amount and type of assets available to be pledged. For example, a prime, one-to-four family, residential loan, may provide 75 cents of borrowing capacity for every $1.00 pledged, whereas, a commercial loan may provide a lower amount. As a result, the Company’s strategic lending decisions can also affect its liquidity position.

The Company can raise additional liquidity through the issuance of equity or unsecured debt privately or publicly. Additionally, the Company is able to enter into additional repurchase agreements or acquire brokered deposits at its discretion. The availability and cost of equity or debt on an unsecured basis is dependent on many factors. Some factors that will impact this source of liquidity are the Company’s financial position, the market environment, and the Company’s credit rating. As such, the Company is careful to monitor the various factors that could impact its ability to raise liquidity through these channels.

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The table below shows current and unused liquidity capacity from various sources as of the dates indicated:

Table 22 - Sources of Liquidity



	September 30, 2016						December 31, 2015
	Outstanding		Additional Borrowing Capacity				Outstanding		Additional Borrowing Capacity
	(Dollars in thousands)
Federal Home Loan Bank of Boston (1)	$	50,826	$	804,268	(3	)	$	102,080	$	777,452	(3	)
Federal Reserve Bank of Boston	—		730,917		(4	)	—		715,732		(4	)
Unpledged Securities	—		366,071				—		399,960
Customer repurchase agreements	140,914		—		(5	)	133,958		—		(5	)
Junior subordinated debentures (1)	73,157		—		(5	)	73,306		—		(5	)
Subordinated debt	34,624		—		(5	)	34,589		—		(5	)
Brokered deposits (2)	34,674		—		(5	)	46,287		—		(5	)
	$	334,195	$	1,901,256			$	390,220	$	1,893,144


(1)	Amounts shown are inclusive of fair value marks associated with previous acquisitions.


(2)	Inclusive of $33.7 million and $34.9 million of brokered deposits acquired through participation in the CDARS program as of September 30, 2016 and December 31, 2015, respectively.


(3)	Loans with a carrying value of $1.4 billion at both September 30, 2016 and December 31, 2015 have been pledged to the Federal Home Loan Bank of Boston resulting in this additional unused borrowing capacity.


(4)	Loans with a carrying value of $1.3 billion at both September 30, 2016 and December 31, 2015 have been pledged to the Federal Reserve Bank of Boston resulting in this additional unused borrowing capacity.


(5)	The additional borrowing capacity has not been assessed for these categories.

In addition to policies used for managing operational liquidity, the Board of Directors and the ALCO recognize the need to establish reasonable guidelines for managing through an environment of heightened liquidity risk. Catalysts for elevated liquidity risk can be Bank-specific issues and/or systemic industry-wide events. It is therefore the responsibility of the Board and the ALCO to institute systems and controls to provide advanced detection of potentially significant funding shortages, establish methods for assessing and monitoring risk levels, and institute prompt responses that may alleviate/circumvent a potential liquidity crisis. As such, the Board of Directors and the ALCO have put a Liquidity Contingency Plan in place. The overall goal of this plan is to provide a framework for the Bank to help detect liquidity problems promptly and appropriately address potential liquidity problems in a timely manner. In a period of perceived heightened liquidity risk, the Liquidity Contingency Plan provides for the establishment of a Liquidity Crisis Task Force. The Liquidity Crisis Task Force is responsible for monitoring the potential for a liquidity crisis and for establishing and executing an appropriate response.

Off-Balance Sheet Arrangements There have been no material changes in off-balance sheet financial instruments during the three months ended September 30, 2016. See Note 8, "Derivative and Hedging Activities" and Note 12, "Commitments and Contingencies" within Notes to Consolidated Financial Statements included in Item 1 hereof for more information relating to the Company's off-balance sheet financial instruments.

Contractual Obligations, Commitments, and Contingencies There have been no material changes in contractual obligations, commitments, or contingencies during the three months ended September 30, 2016. Please refer to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2015 for a complete table of contractual obligations, commitments and contingencies.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Information required by this Item 3 is included in the "Risk Management" section of Item 2 of Part I of this Form 10-Q, “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

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Item 4. Controls and Procedures

Conclusion Regarding the Effectiveness of Disclosure Controls and Procedures. The Company carried out an evaluation, under the supervision and with the participation of the Company’s management, including the Company’s Chief Executive Officer along with the Company’s Chief Financial Officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures, as such term is defined under Rules 13a-15(e) and 15d-15(e) promulgated under the Securities Exchange Act of 1934, as amended. Based upon that evaluation, the Company’s Chief Executive Officer along with the Company’s Chief Financial Officer concluded that the Company’s disclosure controls and procedures are effective as of the end of the period covered by this quarterly report.

Changes in Internal Controls over Financial Reporting. There were no changes in our internal control over financial reporting that occurred during the third quarter of 2016 that have materially affected or are reasonably likely to materially affect the Company’s internal controls over financial reporting.

PART II. OTHER INFORMATION

Item 1. Legal Proceedings

Item 1A. Risk Factors

As of the date of this report, there have been no material changes with regard to the Risk Factors disclosed in Item 1A of our Annual Report on Form 10-K for the fiscal year ended December 31, 2015, which are incorporated herein by reference.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

(a) Not applicable.

(b) Not applicable.

(c) The following table sets forth information regarding the Company’s repurchases of its common stock during the three months ended September 30, 2016:



	Issuer Purchases of Equity Securities
	Total Number of Shares Purchased (1)	Average Price Paid Per Share		Total Number of Shares Purchased as Part of Publicly Announced Plan or Program (2)	Maximum Number of Shares That May Yet Be Purchased Under the Plan or Program
Period
July 1 to July 31, 2016	1,335	$	49.81	—	—
August 1 to August 31, 2016	—	$	—	—	—
September 1 to September 30, 2016	1,050	$	52.52	—	—
Total	2,385			—	—


(1)	Shares repurchased relate to the surrendering of mature shares for the exercise and/or vesting of stock compensation grants.


(2)	The Company does not currently have a stock repurchase program or plan in place.

Item 3. Defaults Upon Senior Securities—None

Item 4. Mine Safety Disclosures - Not Applicable

Item 5. Other Information—None

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Item 6. Exhibits

Exhibit Index



No.	Exhibit



2.1	Agreement and Plan of Merger by and among Independent Bank Corp., Rockland Trust Company, Island Bancorp, Inc. and The Edgartown National Bank, dated as of October 20,2016 is incorporated by reference to Exhibit 2.1 to Form 8-K filed on October 20, 2016.
31.1	Section 302 Certification of Sarbanes-Oxley Act of 2002 is attached hereto.*
31.2	Section 302 Certification of Sarbanes-Oxley Act of 2002 is attached hereto.*
32.1	Section 906 Certification of Sarbanes-Oxley Act of 2002 is attached hereto.+
32.2	Section 906 Certification of Sarbanes-Oxley Act of 2002 is attached hereto.+
101	Interactive Data File *



*	Filed herewith



+	Furnished herewith

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

INDEPENDENT BANK CORP.

(registrant)



November 3, 2016		/s/ Christopher Oddleifson
		Christopher Oddleifson President and Chief Executive Officer (Principal Executive Officer)



November 3, 2016		/s/ Robert Cozzone
		Robert Cozzone Chief Financial Officer and Treasurer (Principal Financial Officer)