Edgar Filing: INDEPENDENT BANK CORP

INDB 3.31.2013 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 March 31, 2013

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	o	Accelerated Filer	x

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 May 1, 2013, there were 22,882,079 shares of the issuer’s common stock outstanding, par value $0.01 per share.

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INDEX



	PAGE
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements (unaudited)
Consolidated Balance Sheets - March 31, 2013 and December 31, 2012	4
Consolidated Statements of Income - Three months ended March 31, 2013 and 2012	6
Consolidated Statements of Comprehensive Income -Three months ended March 31, 2013 and 2012	7
Consolidated Statements of Stockholders’ Equity - Three months ended March 31, 2013 and 2012	8
Consolidated Statements of Cash Flows - Three months ended March 31, 2013 and 2012	9

Notes to Consolidated Financial Statements - March 31, 2013

Note 1 - Basis of Presentation	11
Note 2 - Recent Accounting Standards	11
Note 3 - Securities	12
Note 4 - Loans, Allowance for Loan Losses, and Credit Quality	16
Note 5 - Earnings Per Share	28
Note 6 - Stock Based Compensation	28
Note 7 - Derivative and Hedging Activities	29
Note 8 - Fair Value Measurements	35
Note 9 - Comprehensive Income/(Loss)	43

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	45
Table 1 - Nonperforming Assets	57
Table 2 - Activity in Nonperforming Assets	58
Table 3 - Troubled Debt Restructurings	58
Table 4 - Activity in Troubled Debt Restructurings	59
Table 5 - Interest Income Recognized/Collected on Nonaccrual Loans And Troubled Debt Restructurings	59
Table 6 - Potential Problem Commercial Loans	60
Table 7 - Summary of Changes in the Allowance for Loan Losses	61
Table 8 - Summary of Allocation of the Allowance for Loan Losses	62
Table 9 - Borrowings	63
Table 10 - Company and Bank’s Capital Amounts and Ratios	64
Table 11 - Closed Residential Real Estate Loans	66
Table 12 - Mortgage Servicing Asset	66
Table 13 - Summary of Results of Operations	67
Table 14 - Average Balance, Interest Earned/Paid & Average Yields – Three Months Ended	67
Table 15 - Volume Rate Analysis	69
Table 16 - Noninterest Income – Three Months Ended	71

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Table 17 - Noninterest Expense – Three Months Ended	72
Table 18 - Tax Provision and Applicable Tax Rates	73
Table 19 - New Markets Tax Credit Recognition Schedule	73
Table 20 - Interest Rate Sensitivity	75
Table 21 - Sources of Liquidity	77



Item 3. Quantitative and Qualitative Disclosures About Market Risk	77
Item 4. Controls and Procedures	77

PART II. OTHER INFORMATION	78
Item 1. Legal Proceedings	78
Item 1A. Risk Factors	78
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	78
Item 3. Defaults Upon Senior Securities	78
Item 4. Mine Safety Disclosures	78
Item 5. Other Information	78
Item 6. Exhibits	79

Signatures	82
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)



	March 31, 2013			December 31, 2012
Assets
Cash and due from banks	$	70,434		$	98,144
Interest earning deposits with banks	129,406			117,330
Securities
Securities available for sale	335,693			329,286
Securities held to maturity (fair value $215,410 and $185,824)	209,090			178,318
Total securities	544,783			507,604
Loans held for sale (at fair value)	36,790			48,187
Loans
Commercial and industrial	702,486			687,511
Commercial real estate	2,123,778			2,122,153
Commercial construction	211,984			188,768
Small business	77,220			78,594
Residential real estate	547,649			604,668
Residential construction	7,764			8,213
Home equity—1st position	481,935			487,246
Home equity—2nd position	310,695			314,903
Other consumer	23,967			26,955
Total loans	4,487,478			4,519,011
Less: allowance for loan losses	(51,906		)	(51,834		)
Net loans	4,435,572			4,467,177
Federal Home Loan Bank stock	38,674			41,767
Bank premises and equipment, net	55,160			55,227
Goodwill	150,391			150,391
Identifiable intangible assets	11,225			11,753
Cash surrender value of life insurance policies	98,100			97,261
Other real estate owned & other foreclosed assets	11,821			12,150
Other assets	138,764			149,994
Total assets	$	5,721,120		$	5,756,985
Liabilities and Stockholders' Equity
Deposits
Demand deposits	$	1,199,623		$	1,248,394
Savings and interest checking accounts	1,711,477			1,691,187
Money market	872,044			853,971
Time certificates of deposit of $100,000 and over	339,666			317,438
Other time certificates of deposits	428,600			435,687
Total deposits	4,551,410			4,546,677
Borrowings
Federal Home Loan Bank and other borrowings	267,091			283,569
Wholesale repurchase agreements	50,000			50,000

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Customer repurchase agreements	129,618			153,359
Junior subordinated debentures	74,073			74,127
Subordinated debentures	30,000			30,000
Total borrowings	550,782			591,055
Other liabilities	81,353			89,933
Total liabilities	5,183,545			5,227,665
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: 22,871,347 shares at March 31, 2013 and 22,774,009 shares at December 31, 2012 (includes 295,690 and 264,124 shares of unvested participating restricted stock awards, respectively)	226			225
Shares held in rabbi trust at cost 174,325 shares at March 31, 2013 and 179,814 shares at December 31, 2012	(3,198		)	(3,179		)
Deferred compensation obligation	3,198			3,179
Additional paid in capital	270,927			269,950
Retained earnings	270,891			263,671
Accumulated other comprehensive loss, net of tax	(4,469		)	(4,526		)
Total stockholders’ equity	537,575			529,320
Total liabilities and stockholders' equity	$	5,721,120		$	5,756,985

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

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INDEPENDENT BANK CORP.

CONSOLIDATED STATEMENTS OF INCOME

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



	Three Months Ended
	March 31
	2013		2012
Interest income
Interest on loans	$	46,978	$	43,077
Taxable interest and dividends on securities	3,529		4,527
Nontaxable interest and dividends on securities	11		29
Interest on loans held for sale	268		130
Interest on federal funds sold	34		33
Total interest and dividend income	50,820		47,796
Interest expense
Interest on deposits	2,665		2,739
Interest on borrowings	3,293		3,204
Total interest expense	5,958		5,943
Net interest income	44,862		41,853
Provision for loan losses	1,300		1,600
Net interest income after provision for loan losses	43,562		40,253
Noninterest income
Deposit account fees	4,217		3,889
Interchange and ATM fees	2,328		2,368
Investment management	3,884		3,563
Mortgage banking income	2,281		1,330
Increase in cash surrender value of life insurance policies	746		713
Loan level derivative income	532		328
Other noninterest income	1,736		1,718
Total noninterest income	15,724		13,909
Noninterest expenses
Salaries and employee benefits	22,715		21,436
Occupancy and equipment expenses	5,249		4,300
Advertising expense	1,172		738
Data processing & facilities management	1,184		1,175
FDIC assessment	821		749
Consulting expense	710		626
Merger and acquisition expenses	1,345		—
Legal fees	503		647
Debit card expense	670		559
Software maintenance	681		476
Telecommunications	655		618
Other noninterest expenses	7,215		6,034
Total noninterest expenses	42,920		37,358
Income before income taxes	16,366		16,804
Provision for income taxes	4,114		4,621
Net income	$	12,252	$	12,183
Basic earnings per share	0.54		0.57
Diluted earnings per share	0.54		0.56
Weighted average common shares (basic)	22,823,753		21,561,006
Common shares equivalents	46,040		24,481
Weighted average common shares (diluted)	22,869,793		21,585,487
Cash dividends declared per common share	0.22		0.21

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

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INDEPENDENT BANK CORP.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Unaudited—Dollars in thousands)



	Three Months Ended
	March 31
	2013			2012
Net income	$	12,252		$	12,183
Other comprehensive income (loss), net of tax
Unrealized losses on securities
Change in fair value of securities available for sale	(777		)	(161		)
Less: net security losses (gains) reclassified into earnings	—			—
Net change in fair value of securities available for sale	(777		)	(161		)
Unrealized gains (losses) on cash flow hedges
Change in fair value of cash flow hedges	(3		)	31
Less: net cash flow hedge losses reclassified into earnings	836			765
Net change in fair value of cash flow hedges	833			796
Amortization of certain costs included in net periodic retirement costs	1			23
Total other comprehensive income	57			658
Total comprehensive income	$	12,309		$	12,841

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

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INDEPENDENT BANK CORP.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

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



	Common Stock Outstanding	Common Stock		Value of Shares Held in Rabbi Trust at Cost			Deferred Compensation Obligation		Additional Paid in Capital			Retained Earnings			Accumulated Other Comprehensive Loss			Total
Balance at December 31, 2012	22,774,009	$	225	$	(3,179	)	$	3,179	$	269,950		$	263,671		$	(4,526	)	$	529,320
Net income	—	—		—			—		—			12,252			—			12,252
Other comprehensive income	—	—		—			—		—			—			57			57
Common dividend declared ($0.22 per share)	—	—		—			—		—			(5,032		)	—			(5,032		)
Proceeds from exercise of stock options	17,450	—		—			—		451			—			—			451
Tax benefit related to equity award activity	—	—		—			—		166			—			—			166
Equity based compensation	—	—		—			—		760			—			—			760
Restricted stock awards issued, net of awards surrendered	79,636	1		—			—		(508		)	—			—			(507		)
Shares issued under direct stock purchase plan	252	—		—			—		8			—			—			8
Deferred compensation obligation	—	—		(19		)	19		—			—			—			—
Tax benefit related to deferred compensation distributions	—	—		—			—		100			—			—			100
Balance at March 31, 2013	22,871,347	$	226	$	(3,198	)	$	3,198	$	270,927		$	270,891		$	(4,469	)	$	537,575
Balance at December 31, 2011	21,499,768	$	213	$	(2,980	)	$	2,980	$	233,878		$	239,452		$	(4,486	)	$	469,057
Net income	—	—		—			—		—			12,183			—			12,183
Other comprehensive income	—	—		—			—		—			—			658			658
Common dividend declared ($0.21 per share)	—	—		—			—		—			(4,538		)	—			(4,538		)
Proceeds from exercise of stock options	20,377	—		—			—		439			—			—			439
Tax benefit related to equity award activity	—	—		—			—		69			—			—			69
Equity based compensation	—	—		—			—		853			—			—			853
Restricted stock awards issued, net of awards surrendered	77,965	—		—			—		(229		)	—			—			(229		)
Shares issued under direct stock purchase plan	10,175	—		—			—		285			—			—			285
Deferred compensation obligation	—	—		(16		)	16		—			—			—			—
Tax benefit related to deferred compensation distributions	—	—		—			—		86			—			—			86
Balance March 31, 2012	21,608,285	$	213	$	(2,996	)	$	2,996	$	235,381		$	247,097		$	(3,828	)	$	478,863

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)



	Three Months Ended
	March 31
	2013			2012
Cash flow from operating activities
Net Income	$	12,252		$	12,183
Adjustments to reconcile net income to cash provided by operating activities
Depreciation and amortization	2,064			2,589
Provision for loan losses	1,300			1,600
Deferred income tax expense (benefit)	2			(9		)
Loss (gain) on sale of fixed assets	28			(9		)
Loss on sale of other real estate owned and foreclosed assets	198			95
Gain realized from early termination of hedging relationship	—			(22		)
Realized gain on sale leaseback transaction	(258		)	(258		)
Stock based compensation	760			853
Increase in cash surrender value of life insurance policies	(746		)	(713		)
Change in fair value on loans held for sale	140			269
Net change in:
Trading assets	—			(265		)
Loans held for sale	11,257			(2,615		)
Other assets	10,924			3,835
Other liabilities	(11,862		)	(8,369		)
Total adjustments	13,807			(3,019		)
Net cash provided by operating activities	26,059			9,164
Cash flows used in investing activities
Proceeds from maturities and principal repayments of securities available for sale	26,708			23,079
Purchase of securities available for sale	(34,725		)	(71,765		)
Proceeds from maturities and principal repayments of securities held to maturity	13,950			13,728
Purchase of securities held to maturity	(44,902		)	(9,975		)
Redemption of Federal Home Loan Bank stock	3,093			2,290
Purchase of life insurance policies	(93		)	(95		)
Net decrease (increase) in loans	29,167			(78,900		)
Purchase of bank premises and equipment	(1,478		)	(2,762		)
Proceeds from the sale of bank premises and equipment	—			11
Proceeds resulting from early termination of hedging relationship	—			22
Proceeds from the sale of other real estate owned and foreclosed assets	1,206			1,492
Net cash used in investing activities	(7,074		)	(122,875		)
Cash flows provided by financing activities
Net increase (decrease) in time deposits	15,141			(5,250		)
Net (decrease) increase in other deposits	(10,408		)	74,134
Net decrease in wholesale and customer repurchase agreements	(23,741		)	(18,450		)
Net decrease in short term Federal Home Loan Bank advances	(15,829		)	(35,000		)
Proceeds from exercise of stock options	451			439
Tax benefit from stock option exercises	166			69

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Restricted shares surrendered	(507		)	(229		)
Tax benefit from deferred compensation distribution	100			86
Shares issued under direct stock purchase plan	8			285
Common dividends paid	—			(4,085		)
Net cash (used in) provided by financing activities	(34,619		)	11,999
Net decrease in cash and cash equivalents	(15,634		)	(101,712		)
Cash and cash equivalents at beginning of year	215,474			237,504
Cash and cash equivalents at end of period	$	199,840		$	135,792
Supplemental schedule of noncash investing and financing activities
Transfer of loans to foreclosed assets	$	771		$	1,503
Transfer of securities from trading to available for sale	$	—		$	8,505

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 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 footnotes required by accounting principles generally accepted in the United States of America 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 March 31, 2013 are not necessarily indicative of the results that may be expected for the year ending December 31, 2013 or any other interim period.

For further information, refer to the consolidated financial statements and footnotes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2012, filed with the Securities and Exchange Commission.

NOTE 2 – RECENT ACCOUNTING STANDARDS UPDATES

FASB ASC Topic No. 220 "Comprehensive Income" Update No. 2013-02. Update No. 2013-02 was issued in February 2013, stating that the amendments do not change the current requirements for reporting net income or other comprehensive income in financial statements. However, the amendments require an entity to provide information about the amounts reclassified out of accumulated other comprehensive income by component. In addition, an entity is required to present, either on the face of the statement where net income is presented or in the notes, significant amounts reclassified out of accumulated other comprehensive income by the respective line items of net income, but only if the amount reclassified is required under U.S. GAAP to be reclassified to net income in its entirety in the same reporting period. For other amounts that are not required under U.S. GAAP to be reclassified in their entirety to net income, an entity is required to cross-reference to other disclosures required under U.S. GAAP that provide additional detail about those amounts. The amendments are effective prospectively for reporting periods beginning after December 15, 2012. The adoption of this standard did not have a material impact on the Company's consolidated financial position.

FASB ASC Topic No. 210 "Balance Sheet" Update No. 2013-01. Update No. 2013-01 was issued in January of 2013, the amendments in this update affect entities that have derivatives accounted for in accordance with Topic 815 "Derivatives and Hedges," including bifurcated embedded derivatives, repurchase agreements and reverse repurchase agreements, and securities borrowing and securities lending transactions that are either offset or subject to an enforceable master netting arrangement or similar agreement. As a result of these amendments, entities with other types of financial assets and financial liabilities subject to a master netting arrangement or similar agreement are no longer subject to the disclosure requirements in Update No. 2011-11. An entity is required to apply the amendments for fiscal years beginning on or after January 1, 2013, and interim periods within those annual periods. An entity should provide the required disclosures retrospectively for all comparative periods presented. The amendments are effective for annual reporting periods beginning on or after January 1, 2013 and interim periods within those periods. 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

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



	March 31, 2013												December 31, 2012
	Amortized Cost		Gross Unrealized Gains		Unrealized Losses Other			Other-Than- Temporary (Impairment)/Recovery			Fair Value		Amortized Cost		Gross Unrealized Gains		Unrealized Losses Other			Other-Than- Temporary (Impairment)/Recovery			Fair Value
	(Dollars in thousands)
Available for sale securities
U.S. Government agency securities	$	20,051	$	685	$	—		$	—		$	20,736	$	20,053	$	769	$	—		$	—		$	20,822
Agency mortgage-backed securities	212,191		10,642		(256		)	—			222,577		209,381		12,158		(114		)	—			221,425
Agency collateralized mortgage obligations	71,631		899		(223		)	—			72,307		67,412		1,001		(37		)	—			68,376
Private mortgage-backed securities	3,101		—		—			269			3,370		3,227		—		—			305			3,532
Single issuer trust preferred securities issued by banks	2,244		29		—			—			2,273		2,255		—		(15		)	—			2,240
Pooled trust preferred securities issued by banks and insurers	8,185		—		(2,253		)	(2,640		)	3,292		8,353		—		(2,415		)	(2,957		)	2,981
Marketable securities	10,791		407		(60		)	—			11,138		9,875		92		(57		)	—			9,910
Total available for sale securities	$	328,194	$	12,662	$	(2,792	)	$	(2,371	)	$	335,693	$	320,556	$	14,020	$	(2,638	)	$	(2,652	)	$	329,286
Held to maturity securities
U.S. Treasury securities	$	1,013	$	113	$	—		$	—		$	1,126	$	1,013	$	121	$	—		$	—		$	1,134
Agency mortgage-backed securities	63,897		3,698		—			—			67,595		72,360		4,233		—			—			76,593
Agency collateralized mortgage obligations	136,745		2,512		(350		)	—			138,907		97,507		2,875		(2		)	—			100,380
State, county, and municipal securities	916		14		—			—			930		915		11		—			—			926
Single issuer trust preferred securities issued by banks	1,513		17		—			—			1,530		1,516		10		—			—			1,526
Corporate debt securities	5,006		316		—			—			5,322		5,007		258		—			—			5,265
Total held to maturity securities	$	209,090	$	6,670	$	(350	)	$	—		$	215,410	$	178,318	$	7,508	$	(2	)	$	—		$	185,824
Total	$	537,284	$	19,332	$	(3,142	)	$	(2,371	)	$	551,103	$	498,874	$	21,528	$	(2,640	)	$	(2,652	)	$	515,110

When securities are sold, the adjusted cost of the specific security sold is used to compute the gain or loss on the sale. There were no sales of securities in the three months ended March 31, 2013 or 2012.

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 March 31, 2013 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	$	159	$	165	$	240	$	241
Due after one year to five years	7,615		8,037		6,412		6,795
Due after five years to ten years	89,343		92,394		1,013		1,126
Due after ten years	220,286		223,959		201,425		207,248
Total debt securities	$	317,403	$	324,555	$	209,090	$	215,410
Marketable securities	$	10,791	$	11,138	$	—	$	—
Total	$	328,194	$	335,693	$	209,090	$	215,410

Inclusive in the table above is $7.8 million and $7.7 million, respectively, of callable securities in the Company’s investment portfolio at March 31, 2013 and December 31, 2012.

At March 31, 2013 and December 31, 2012, investment securities carried at $370.3 million and $365.8 million, respectively, were pledged to secure public deposits, assets sold under repurchase agreements, letters of credit, and for other purposes.

At March 31, 2013 and December 31, 2012, the Company had no investments in obligations of individual states, counties, or municipalities, which exceeded 10% of Stockholders’ Equity.

Other-Than-Temporary Impairment

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:



	March 31, 2013
		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	14	$	36,218	$	(256	)	$	—	$	—		$	36,218	$	(256	)
Agency collateralized mortgage obligations	7	69,639		(573		)	—		—			69,639		(573		)
Pooled trust preferred securities issued by banks and insurers	2	—		—			2,062		(2,253		)	2,062		(2,253		)
Marketable securities	11	$	4,831	$	(60	)	$	—	$	—		$	4,831	$	(60	)
Total temporarily impaired securities	34	$	110,688	$	(889	)	$	2,062	$	(2,253	)	$	112,750	$	(3,142	)

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	December 31, 2012
		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	17	$	23,814	$	(114	)	$	—	$	—		$	23,814	$	(114	)
Agency collateralized mortgage obligations	2	17,677		(39		)	—		—			17,677		(39		)
Single issuer trust preferred securities issued by banks and insurers	2	$	2,240	$	(15	)	$	—	$	—		$	2,240	$	(15	)
Pooled trust preferred securities issued by banks and insurers	2	$	—	$	—		$	2,069	$	(2,415	)	$	2,069	$	(2,415	)
Marketable securities	15	$	6,613	$	(57	)	$	—	$	—		$	6,613	$	(57	)
Total temporarily impaired securities	38	$	50,344	$	(225	)	$	2,069	$	(2,415	)	$	52,413	$	(2,640	)

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 March 31, 2013:

•

Agency Mortgage-Backed Securities and Collateralized Mortgage Obligations: This portfolio has 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 implicitly guaranteed by the U.S. Government or one of its agencies.

•

Pooled Trust Preferred Securities: This portfolio consists of two below investment grade securities of which one is performing while the other is deferring payments as contractually allowed. The unrealized loss on these securities is attributable to the illiquid nature of the trust preferred market and the significant risk premiums required in the current economic 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.

•

Marketable 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.

Management monitors the following issuances closely for impairment due to the history of OTTI losses recorded within these classes of securities. Management has determined that these securities possess characteristics which in the current economic environment could lead to further credit related OTTI charges. The following tables summarize pertinent information as of March 31, 2013, that was considered by management in determining if OTTI existed:

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	Class	Amortized Cost (1)		Gross Unrealized Gain/(Loss)			Non-Credit Related Other- Than-Temporary (Impairment)/Recovery			Fair Value		Total Cumulative Credit Related Other-Than- Temporary Impairment			Total Cumulative Other-Than- Temporary impairment to Date
	(Dollars in thousands)
Pooled trust preferred securities
Pooled trust preferred security A	C1	$	1,283	$	—		$	(889	)	$	394	$	(3,676	)	$	(4,565	)
Pooled trust preferred security B	D	—		—			—			—		(3,481		)	(3,481		)
Pooled trust preferred security C	C1	506		—			(320		)	186		(482		)	(802		)
Pooled trust preferred security D	D	—		—			1			1		(990		)	(989		)
Pooled trust preferred security E	C1	2,081		—			(1,432		)	649		(1,368		)	(2,800		)
Pooled trust preferred security F	B	1,894		(1,221		)	—			673		—			—
Pooled trust preferred security G	A1	2,421		(1,032		)	—			1,389		—			—
Total pooled trust preferred securities		$	8,185	$	(2,253	)	$	(2,640	)	$	3,292	$	(9,997	)	$	(12,637	)
Private mortgage-backed securities
Private mortgage-backed securities-one	2A1	$	2,177	$	—		$	153		$	2,330	$	(766	)	$	(613	)
Private mortgage-backed securities-two	A19	924		—			116			1,040		(85		)	31
Total private mortgage-backed securities		$	3,101	$	—		$	269		$	3,370	$	(851	)	$	(582	)
Total		$	11,286	$	(2,253	)	$	(2,371	)	$	6,662	$	(10,848	)	$	(13,219	)


(1)	The amortized cost reflects previously recorded OTTI charges recognized in earnings for the applicable securities.



	Class	Number of Performing Banks and Insurance Cos. in Issuances (Unique)	Current Deferrals/ Defaults/Losses (As a % of Original Collateral)	Total Projected Defaults/Losses (as a % of Performing Collateral)	Excess Subordination (After Taking into Account Best Estimate of Future Deferrals/ Defaults/Losses) (1)	Lowest credit Ratings to date (2)
Pooled trust preferred securities
Trust preferred security A	C1	57	32.12%	18.15%	—%	C (Fitch & Moody's)
Trust preferred security B	D	57	32.12%	18.15%	—%	C (Fitch)
Trust preferred security C	C1	49	29.29%	15.16%	0.49%	C (Fitch & Moody's)
Trust preferred security D	D	49	29.29%	15.16%	—%	C (Fitch)
Trust preferred security E	C1	48	26.50%	16.62%	0.98%	C (Fitch & Moody's)
Trust preferred security F	B	32	25.08%	18.83%	31.31%	CC (Fitch)
Trust preferred security G	A1	32	25.08%	18.83%	56.37%	CCC+ (S&P)
Private mortgage-backed securities
Private mortgage-backed securities-one	2A1	N/A	6.10%	13.13%	—%	D (Fitch)
Private mortgage-backed securities-two	A19	N/A	3.99%	6.42%	—%	C (Fitch)


(1)	Excess subordination represents the additional default/losses in excess of both current and projected defaults/losses that the security can absorb before the security experiences any credit impairment.


(2)	The Company reviewed credit ratings provided by S&P, Moody’s and Fitch in its evaluation of issuers.

Per review of the factors outlined above, seven of the securities shown in the table above were deemed to be OTTI. The remaining securities were not deemed to be OTTI as 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.

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



	Three Months Ended
	March 31
	2013			2012
	(Dollars in thousands)
Gross change in OTTI recorded on certain investments (gain/(losses))	$	281		$	274
Portion of OTTI gains (losses) recognized in OCI	(281		)	(274		)
Total credit related OTTI losses recognized in earnings	$	—		$	—

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



	Three Months Ended
	March 31
	2013			2012
	(Dollars in thousands)
Balance at beginning of period	$	(10,847	)	$	(10,771	)
Add
Incurred on securities not previously impaired	—			—
Incurred on securities previously impaired	—			—
Less
Realized gain/loss on sale of securities	—			—
Reclassification due to changes in Company’s intent	—			—
Increases in cash flow expected to be collected	—			—
Balance at end of period	$	(10,847	)	$	(10,771	)

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

The following tables bifurcates the amount of allowance allocated to each loan category based on collective impairment analysis or evaluated individually for impairment as of the periods indicated:



	March 31, 2013
	(Dollars in thousands)
	Commercial and Industrial		Commercial Real Estate		Commercial Construction		Small Business		Residential Real Estate		Consumer Home Equity		Other Consumer		Total
Financing receivables
Ending balance: total loans by group	$	702,486	$	2,123,778	$	211,984	$	77,220	$	555,413	$	792,630	$	23,967	$	4,487,478	(1	)
Ending balance: individually evaluated for impairment	$	7,773	$	31,285	$	1,608	$	2,073	$	16,428	$	4,446	$	1,882	$	65,495
Ending balance: purchase credit impaired loans	$	—	$	20,138	$	—	$	—	$	9,509	$	375	$	—	$	30,022
Ending balance: collectively evaluated for impairment	$	694,713	$	2,072,355	$	210,376	$	75,147	$	529,476	$	787,809	$	22,085	$	4,391,961

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	December 31, 2012
	(Dollars in thousands)
	Commercial and Industrial		Commercial Real Estate		Commercial Construction		Small Business		Residential Real Estate		Consumer Home Equity		Other Consumer		Total
Financing receivables
Ending balance: total loans by group	$	687,511	$	2,122,153	$	188,768	$	78,594	$	612,881	$	802,149	$	26,955	$	4,519,011	(1	)
Ending balance: individually evaluated for impairment	$	8,575	$	33,868	$	—	$	2,279	$	15,373	$	4,435	$	2,129	$	66,659
Ending Balance: purchase credit impaired loans	$	—	$	21,853	$	—	$	—	$	9,821	$	380	$	—	$	32,054
Ending balance: collectively evaluated for impairment	$	678,936	$	2,066,432	$	188,768	$	76,315	$	587,687	$	797,334	$	24,826	$	4,420,298


(1)	The amount of deferred fees included in the ending balance was $2.9 million and $3.1 million at March 31, 2013 and December 31, 2012, respectively.

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



	Three Months Ended March 31, 2013
	(Dollars in thousands)
	Commercial and Industrial			Commercial Real Estate			Commercial Construction		Small Business			Residential Real Estate			Consumer Home Equity			Other Consumer			Total
Allowance for loan losses
Beginning balance	$	13,461		$	22,598		$	2,811	$	1,524		$	2,930		$	7,703		$	807		$	51,834
Charge-offs	(423		)	(407		)	—		(145		)	(61		)	(277		)	(261		)	(1,574		)
Recoveries	136			—			—		39			—			21			150			346
Provision	269			378			328		(174		)	179			269			51			1,300
Ending balance	$	13,443		$	22,569		$	3,139	$	1,244		$	3,048		$	7,716		$	747		$	51,906
Ending balance: Individually Evaluated for Impairment	$	771		$	385		$	—	$	113		$	1,577		$	58		$	119		$	3,023
Ending balance: purchase credit impaired loans	$	—		$	—		$	—	$	—		$	—		$	—		$	—		$	—
Ending balance: Collectively Evaluated for Impairment	$	12,672		$	22,184		$	3,139	$	1,131		$	1,471		$	7,658		$	628		$	48,883



	Three Months Ended March 31, 2012
	(Dollars in thousands)
	Commercial and Industrial			Commercial Real Estate			Commercial Construction		Small Business			Residential Real Estate			Consumer Home Equity			Other Consumer			Total
Allowance for loan losses
Beginning balance	$	11,682		$	23,514		$	2,076	$	1,896		$	3,113		$	4,597		$	1,382		$	48,260
Charge-offs	(15		)	(604		)	—		(170		)	(109		)	(750		)	(297		)	(1,945		)
Recoveries	200			—			—		52			—			13			160			425
Provision	(413		)	(81		)	157		(319		)	68			2,217			(29		)	1,600
Ending balance	$	11,454		$	22,829		$	2,233	$	1,459		$	3,072		$	6,077		$	1,216		$	48,340
Ending balance: individually evaluated for impairment	$	464		$	1,757		$	—	$	184		$	1,215		$	32		$	200		$	3,852
Ending balance: collectively evaluated for impairment	$	10,990		$	21,072		$	2,233	$	1,275		$	1,857		$	6,045		$	1,016		$	44,488

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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 & 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 & 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 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 & equipment, or real estate if applicable. Repayment sources consist of: primarily, operating cash flows, and secondarily, liquidation of assets.

For the commercial portfolio it is the Bank’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 Bank’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 sub-prime loans.

Home Equity — Home equity loans and lines are made to qualified individuals for legitimate purposes secured by senior or junior mortgage liens on owner-occupied 1-4 family homes, condominiums or vacation homes or on nonowner occupied 1-4 family homes with more restrictive loan to value requirements. The home equity loan has a fixed rate and is billed 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. 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 including personal lines of credit and amortizing loans made to qualified individuals for various purposes such as education, auto loans, 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”).

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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 leverage and/or weakening market fundamentals that indicate above average or below average asset quality, margins and market share. Collateral coverage is protective.

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 Bank’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

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 Bank 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.

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The following table details the internal risk-rating categories for the Company’s commercial portfolio:



		March 31, 2013
Category	Risk Rating	Commercial and Industrial		Commercial Real Estate		Commercial Construction		Small Business		Total
		(Dollars in thousands)
Pass	1 - 6	$	665,025	$	1,943,876	$	198,476	$	69,773	$	2,877,150
Potential weakness	7	15,851		81,728		5,977		3,028		106,584
Definite weakness-loss unlikely	8	20,735		96,179		7,531		4,350		128,795
Partial loss probable	9	875		1,995		—		69		2,939
Definite loss	10	—		—		—		—		—
Total		$	702,486	$	2,123,778	$	211,984	$	77,220	$	3,115,468



		December 31, 2012
Category	Risk Rating	Commercial and Industrial		Commercial Real Estate		Commercial Construction		Small Business		Total
		(Dollars in thousands)
Pass	1 - 6	$	647,984	$	1,928,148	$	177,693	$	71,231	$	2,825,056
Potential weakness	7	16,420		92,651		6,195		3,213		118,479
Definite weakness-loss unlikely	8	21,979		98,688		4,880		4,080		129,627
Partial loss probable	9	1,128		2,666		—		70		3,864
Definite loss	10	—		—		—		—		—
Total		$	687,511	$	2,122,153	$	188,768	$	78,594	$	3,077,026

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”) 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. At March 31, 2013 and December 31, 2012, 60.8% and 60.7% of the home equity loans were in first lien position, respectively. In addition, for all second position home equity loans, management reviews the performance of the first position lien, which is often held at another institution, when determining the performing status of the loan. The following table shows the weighted average FICO scores and the weighted average combined LTV ratios as of the periods indicated below:



	March 31, 2013		December 31, 2012
Residential portfolio
FICO score (re-scored) (1)	735		727
LTV (re-valued) (2)	67.0	%	67.0	%
Home equity portfolio
FICO score (re-scored) (1)	763		763
LTV (re-valued) (2)	55.0	%	54.0	%


(1)	The average FICO scores for March 31, 2013 are based upon rescores available from Novermber 2012 and actual score data for loans booked between December 1, 2012 and March 31, 2013. The average FICO scores for December 31, 2012 are based upon rescores available from November 2012 and actual score data for loans booked between December 1 and December 31, 2012.


(2)	The combined LTV ratios for March 31, 2013 are based upon updated automated valuations as of February 2013. The combined LTV ratios for December 31, 2012 are based upon updated automated valuations as of November 30, 2011. For home equity loans and lines in a subordinate lien, the LTV data represents a combined LTV, taking into account the senior lien data for loans and lines.

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The Bank’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 Bank 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. As permitted by banking regulations, certain consumer loans past due 90 days or more may continue to accrue interest. The Company also may use discretion regarding other loans over 90 days delinquent if the loan is well secured and in process of collection. Set forth is information regarding the Company’s nonperforming loans at the period shown.

The following table shows nonaccrual loans at the dates indicated:



	March 31, 2013		December 31, 2012
	(Dollars in thousands)
Commercial and industrial	$	3,188	$	2,666
Commercial real estate	7,748		6,574
Commercial construction	1,607		—
Small business	680		570
Residential real estate	11,950		11,472
Home equity	7,687		7,311
Other consumer	201		121
Total nonaccrual loans (1)	$	33,061	$	28,714


(1)	Included in these amounts were $8.7 million and $6.6 million of nonaccruing TDRs at March 31, 2013 and December 31, 2012, respectively.

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



	March 31, 2013
	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	22	$	5,156	16	$	2,172	21	$	1,441	59	$	8,769	$	693,717	$	702,486	$	—
Commercial real estate	21	6,317		9	3,539		33	6,372		63	16,228		2,107,550		2,123,778		—
Commercial construction	—	—		—	—		1	1,608		1	1,608		210,376		211,984		—
Small business	21	439		4	195		11	431		36	1,065		76,155		77,220		—
Residential real estate	11	3,755		7	1,914		42	8,568		60	14,237		533,412		547,649		—
Residential construction	—	—		—	—		—	—		—	—		7,764		7,764		—
Home equity	30	2,331		4	125		22	1,807		56	4,263		788,367		792,630		—
Other consumer	137	757		29	141		30	214		196	1,112		22,855		23,967		30
Total	242	$	18,755	69	$	8,086	160	$	20,441	471	$	47,282	$	4,440,196	$	4,487,478	$	30



	December 31, 2012
	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	14	$	1,305	7	$	336	23	$	1,875	44	$	3,516	$	683,995	$	687,511	$	—
Commercial real estate	19	5,028		8	2,316		31	6,054		58	13,398		2,108,755		2,122,153		—
Commercial construction	—	—		—	—		—	—		—	—		188,768		188,768		—
Small business	20	750		8	94		10	320		38	1,164		77,430		78,594		—
Residential real estate	17	3,053		7	1,848		40	7,501		64	12,402		592,266		604,668		—
Residential construction	—	—		—	—		—	—		—	—		8,213		8,213		—
Home equity	32	2,756		10	632		17	1,392		59	4,780		797,369		802,149		—
Other consumer	208	1,217		32	224		28	153		268	1,594		25,361		26,955		52
Total	310	$	14,109	72	$	5,450	149	$	17,295	531	$	36,854	$	4,482,157	$	4,519,011	$	52

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.

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



	March 31, 2013		December 31, 2012
	(Dollars in thousands)
TDRs on accrual status	$	41,682	$	46,764
TDRs on nonaccrual	8,748		6,554
Total TDRs	$	50,430	$	53,318
Amount of specific reserves included in the allowance for loan losses associated with TDRs:	$	2,562	$	3,049
Additional commitments to lend to a borrower who has been a party to a TDR:	$	2,172	$	1,847

The Bank’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:



	Three Months Ended
	March 31, 2013
	Number of Contracts	Pre-Modification Outstanding Recorded Investment		Post-Modification Outstanding Recorded Investment (1)
	(Dollars in thousands)
Troubled debt restructurings
Small business	4	$	268	$	268
Residential real estate	4	1,156		1,182
Home equity	2	165		165
Other consumer	2	11		11
Total	12	$	1,600	$	1,626



	Three Months Ended
	March 31, 2012
	Number of Contracts	Pre-Modification Outstanding Recorded Investment		Post-Modification Outstanding Recorded Investment (1)
	(Dollars in thousands)
Troubled debt restructurings
Commercial & industrial	6	$	319	$	319
Commercial real estate	5	3,283		3,283
Small business	9	371		371
Residential real estate	1	117		117
Other consumer	3	86		86
Total	24	$	4,176	$	4,176


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

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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 March 31
	2013		2012
	(Dollars in thousands)
Extended maturity	$	268	$	3,842
Adjusted interest rate	—		41
Combination rate & maturity	1,347		293
Court ordered concession	11		—
Total	$	1,626	$	4,176

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



	Three Months Ended March 31
	2013			2012
	Number of Contracts	Recorded Investment		Number of Contracts	Recorded Investment
	(Dollars in thousands)
Troubled debt restructurings that subsequently defaulted
Commercial & industrial	2	$	201	1	$	250
Commercial real estate	2	494		—	—
Small business	—	—		1	4
Other consumer	—	—		1	5
Total	4	$	695	3	$	259

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 book value of the loan is determined by measuring the recorded investment in the loan against the fair value of the collateral less estimated costs to sell. The Bank 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.

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.

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



	March 31, 2013
	Recorded Investment		Unpaid Principal Balance		Related Allowance
	(Dollars in thousands)
With no related allowance recorded
Commercial & industrial	$	5,229	$	5,821	$	—
Commercial real estate	13,869		14,536		—
Commercial construction	1,608		1,608		—
Small business	1,191		1,233		—
Residential real estate	2,526		2,610		—
Home equity	4,007		4,057		—
Other consumer	647		648		—
Subtotal	29,077		30,513		—
With an allowance recorded
Commercial & industrial	$	2,544	$	3,301	$	771
Commercial real estate	17,416		17,859		385
Commercial construction	—		—		—
Small business	882		927		113
Residential real estate	13,902		14,735		1,577
Home equity	439		551		58
Other consumer	1,235		1,301		119
Subtotal	36,418		38,674		3,023
Total	$	65,495	$	69,187	$	3,023



	December 31, 2012
	Recorded Investment		Unpaid Principal Balance		Related Allowance
	(Dollars in thousands)
With no related allowance recorded
Commercial & industrial	$	5,849	$	7,343	$	—
Commercial real estate	12,999		13,698		—
Commercial construction	—		—		—
Small business	1,085		1,147		—
Residential real estate	2,545		2,630		—
Home equity	4,119		4,166		—
Other consumer	700		705		—
Subtotal	27,297		29,689		—
With an allowance recorded
Commercial & industrial	$	2,726	$	2,851	$	1,084
Commercial real estate	20,869		21,438		516
Commercial construction	—		—		—
Small business	1,194		1,228		353
Residential real estate	12,828		13,601		1,302
Home equity	316		389		35
Other consumer	1,429		1,453		130
Subtotal	39,362		40,960		3,420
Total	$	66,659	$	70,649	$	3,420

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



	Three Months Ended
	March 31, 2013
	Average Recorded Investment		Interest Income Recognized
	(Dollars in thousands)
With no related allowance recorded
Commercial & industrial	$	5,111	$	73
Commercial real estate	13,945		222
Commercial construction	1,609		13
Small business	1,241		20
Residential real estate	2,532		23
Home equity	4,019		46
Other consumer	670		13
Subtotal	29,127		410
With an allowance recorded
Commercial & industrial	$	2,760	$	40
Commercial real estate	17,381		268
Commercial construction	—		—
Small business	891		13
Residential real estate	13,930		135
Home equity	441		6
Other consumer	1,283		12
Subtotal	36,686		474
Total	$	65,813	$	884

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	Three Months Ended
	March 31, 2012
	Average Recorded Investment		Interest Income Recognized
	(Dollars in thousands)
With no related allowance recorded
Commercial & industrial	$	3,078	$	50
Commercial real estate	20,508		362
Commercial construction	560		11
Small business	1,441		25
Residential real estate	—		—
Home equity	22		—
Other consumer	46		1
Subtotal	25,655		449
With an allowance recorded
Commercial & industrial	$	2,662	$	40
Commercial real estate	21,194		316
Commercial construction	—		—
Small business	1,209		17
Residential real estate	12,885		138
Home equity	279		5
Other consumer	1,951		19
Subtotal	40,180		535
Total	$	65,835	$	984

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 Bank would be able to collect all contractually required payments. As such, these loans were deemed to be Purchase Credit Impaired (“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 purchased credit impaired loans at the dated indicated:



	March 31, 2013		December 31, 2012
	(Dollars in thousands)
Outstanding balance	$	33,516	$	36,278
Carrying amount	$	30,022	$	32,054

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



	(Dollars in thousands)
Balance at January 1, 2012	$	—
Acquisition	3,095
Accretion	(903		)
Reclassification from nonaccretable difference for loans with improved cash flows (1)	272
Balance at December 31, 2012	2,464

Balance at January 1, 2013	$	2,464
Accretion	$	(377	)
Other change in expected cash flows (2)	439
Balance at March 31, 2013	$	2,526

(1) Results in increased interest income during the period in which the loan paid off.

(2) 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).

NOTE 5 – EARNINGS PER SHARE

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



	Three Months Ended
	March 31
	2013		2012
	(Dollars in thousands, except per share data)
Net income	$	12,252	$	12,183

	Weighted Average Shares
Basic shares	22,823,753		21,561,006
Effect of diluted securities	46,040		24,481
Dilutive shares	22,869,793		21,585,487

Net income per share
Basic EPS	0.54		0.57
Effect of diluted securities	—		(0.01		)
Dilutive EPS	0.54		0.56

The following table illustrates the options to purchase common stock that were excluded from the calculation of diluted earnings per share because they were anti-dilutive:



	Three Months Ended
	March 31
	2013	2012
Stock options	268,400	803,378

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NOTE 6 – STOCK BASED COMPENSATION

During 2013, the Company made the following awards of restricted stock:



Date	Shares Granted	Plan	Fair Value		Vesting Period
1/16/2013	2,000	2005 Employee Stock Plan	$	30.48	Ratably over 3 years from grant date
2/14/2013	93,800	2005 Employee Stock Plan	$	31.51	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.

The Company has not issued any awards of options to purchase shares of common stock during 2013.

NOTE 7 – DERIVATIVES 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 six 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:



March 31, 2013
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	0.28	%	5.04	%	$	(4,145	)
25,000		16-Feb-06	28-Dec-06	28-Dec-16	3 Month LIBOR	0.28	%	5.04	%	(4,145		)
25,000		8-Dec-08	10-Dec-08	10-Dec-13	3 Month LIBOR	0.28	%	2.65	%	(408		)
25,000		9-Dec-08	10-Dec-08	10-Dec-13	3 Month LIBOR	0.28	%	2.59	%	(397		)
25,000		9-Dec-08	10-Dec-08	10-Dec-18	3 Month LIBOR	0.28	%	2.94	%	(2,601		)
50,000		17-Nov-09	20-Dec-10	20-Dec-14	3 Month LIBOR	0.28	%	3.04	%	(2,309		)
25,000		5-May-11	10-Jun-11	10-Jun-15	3 Month LIBOR	0.28	%	1.71	%	(713		)
$	200,000									$	(14,718	)
December 31, 2012
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	0.31	%	5.04	%	$	(4,416	)
25,000		16-Feb-06	28-Dec-06	28-Dec-16	3 Month LIBOR	0.31	%	5.04	%	(4,417		)
25,000		8-Dec-08	10-Dec-08	10-Dec-13	3 Month LIBOR	0.31	%	2.65	%	(553		)
25,000		9-Dec-08	10-Dec-08	10-Dec-13	3 Month LIBOR	0.31	%	2.59	%	(539		)
25,000		9-Dec-08	10-Dec-08	10-Dec-18	3 Month LIBOR	0.31	%	2.94	%	(2,819		)
50,000		17-Nov-09	20-Dec-10	20-Dec-14	3 Month LIBOR	0.31	%	3.04	%	(2,647		)
25,000		5-May-11	10-Jun-11	10-Jun-15	3 Month LIBOR	0.31	%	1.71	%	(798		)
$	200,000									$	(16,189	)

For derivative instruments that are designated and qualify as hedging instruments, the effective portion of the gains or losses is reported as a component of OCI, and is subsequently reclassified into earnings in the period that the hedged forecasted transaction affects earnings. The Company expects approximately $5.3 million (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 March 31, 2013.

The Company had no fair value hedges as of March 31, 2013 or December 31, 2012.

The table below presents the net amortization income recognized as an offset to interest expense related to previously terminated swaps for the periods indicated:



	Three Months Ended
	March 31
	2013		2012
	(Dollars in thousands)
Net amortization income	$	61	$	61

Customer Related Positions

Interest rate derivatives, primarily interest rate swaps, offered to commercial borrowers through the Bank’s loan level derivative program do not qualify as hedges for accounting purposes. The Bank 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 Bank 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.

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Foreign exchange contracts offered to commercial borrowers through the Bank’s derivative program do not qualify as hedges for accounting purposes. The Bank 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 Bank enters into similar offsetting positions.

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
	# of Positions (1)	2013		2014	2015	2016	Thereafter	Total		Fair Value
	March 31, 2013
	(Dollars in thousands)
Loan level swaps
Receive fixed, pay variable	149	$	15,820	58,632	103,510	44,619	292,650	$	515,231	$	25,773
Pay fixed, receive variable	143	$	15,820	58,632	103,510	44,619	292,650	$	515,231	$	(25,765	)
Foreign exchange contracts
Buys foreign exchange, sells US currency	14	$	37,692	542	—	—	—	$	38,234	$	(567	)
Buys US currency, sells foreign exchange	14	$	37,715	543	—	—	—	$	38,258	$	591
	December 31, 2012
	(Dollars in thousands)
Loan level swaps
Receive fixed, pay variable	143	$	16,766	65,344	105,939	45,267	268,932	$	502,248	$	28,678
Pay fixed, receive variable	137	$	16,766	65,344	105,939	45,267	268,932	$	502,248	$	(28,663	)
Foreign exchange contracts
Buys foreign exchange, sells US currency	16	$	42,516	—	—	—	—	$	42,516	$	1,748
Buys US currency, sells foreign exchange	16	$	42,516	—	—	—	—	$	42,516	$	(1,718	)


(1)	The Company may enter into one swap agreement which offsets multiple reverse swap agreements. The positions will offset and the terms will be identical.

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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:



	Asset Derivatives					Liability Derivatives
	Balance Sheet Location	Fair Value at March 31, 2013		Fair Value at December 31, 2012		Balance Sheet Location	Fair Value at March 31, 2013		Fair Value at December 31, 2012
	(Dollars in thousands)
Derivatives designated as hedges
Interest rate swaps	Other assets	$	—	$	—	Other liabilities	$	14,718	$	16,189
Derivatives not designated as hedges
Customer Related Positions:
Loan level swaps	Other assets	$	25,773	$	28,678	Other liabilities	$	25,765	$	28,663
Foreign exchange contracts	Other assets	803		1,748		Other liabilities	779		1,718
Total		$	26,576	$	30,426		$	26,544	$	30,381

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
	March 31
	2013			2012
	(Dollars in thousands)
Derivatives designated as hedges
Loss(Gain) in OCI on derivatives (effective portion), net of tax	$	(3	)	$	31
Loss reclassified from OCI into interest expense (effective portion)	$	(1,414	)	$	(1,293	)
Loss recognized in income on derivatives (ineffective portion & 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	$	12		$	22
Other expense	(25		)	(10		)
Total	$	(13	)	$	12

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 no exposure relating to interest rate swaps with institutional counterparties at March 31, 2013 and December 31, 2012, as all such swaps were in a liability position. The Company’s exposure relating to customer related positions was approximately $27.3 million and $31.0 million at March 31, 2013 and December 31, 2012, respectively. Credit exposure may be reduced by the amount of collateral pledged by the counterparty.

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The Company does not offset fair value amounts recognized for derivative instruments. 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. Per a review completed by management of these instruments at March 31, 2013 it was determined that no additional collateral would have to be posted to immediately settle these instruments.

The following table presents the Company's asset 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
Description	Gross Amounts of Recognized Assets		Gross Amounts Offset in the Statement of Financial Position		Net Amounts of Assets Presented in the Statement of Financial Position		Financial Instruments		Cash Collateral Received		Net Amount
	(Dollars in thousands)
	March 31, 2013
Interest rate swaps	$	—	$	—	$	—	$	—	$	—	$	—
Customer loan level swaps	25,773		—		25,773		—		—		25,773
Customer foreign exchange contracts	803		—		803		108		—		695
	$	26,576	$	—	$	26,576	$	108	$	—	$	26,468

	December 31, 2012
Interest rate swaps	$	—	$	—	$	—	$	—	$	—	$	—
Customer loan level swaps	28,678		—		28,678		—		—		28,678
Customer foreign exchange contracts	1,748		—		1,748		—		—		1,748
	$	30,426	$	—	$	30,426	$	—	$	—	$	30,426

The following table presents the Company's 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
Description	Gross Amounts of Recognized Liabilities		Gross Amounts Offset in the Statement of Financial Position		Net Amounts of Liabilities Presented in the Statement of Financial Position		Financial Instruments		Cash Collateral Pledged		Net Amount
	(Dollars in thousands)
	March 31, 2013
Interest rate swaps	$	14,718	$	—	$	14,718	$	—	$	17,013	$	(2,295	)
Customer loan level swaps	25,765		—		25,765		—		30,477		(4,712		)
Customer foreign exchange contracts	779		—		779		108		—		671
	$	41,262	$	—	$	41,262	$	108	$	47,490	$	(6,336	)

	December 31, 2012
Interest rate swaps	$	16,189	$	—	$	16,189	$	—	$	19,185	$	(2,996	)
Customer loan level swaps	28,663		—		28,663		—		31,771		(3,108		)
Customer foreign exchange contracts	1,718		—		1,718		—		—		1,718
	$	46,570	$	—	$	46,570	$	—	$	50,956	$	(4,386	)

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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. Included in the table above are derivative instruments that contain credit-risk related contingent features that are in a net liability position, which require the Company to assign collateral. All liability position interest rate swap and customer loan level swap counterparties have credit-risk contingent instruments as of the dates indicated in the table above.

Mortgage Derivatives

Forward sale contracts of residential mortgage loans, considered derivative instruments for accounting purposes, are utilized by the Company in its efforts to manage risk of loss associated with its mortgage loan commitments and mortgage loans intended 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 various investors. The interest rate lock commitments and forward sales commitments are recorded at fair value, with changes in fair value recorded in current period earnings as a component of mortgage banking income. The Company has elected the fair value option to carry these instruments at fair value. Changes in the fair value marks on loans held for sale offset changes in interest rate lock and forward sales commitments. 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 table below summarizes the fair value of residential mortgage loans commitments, forward sales agreements, and loans held for sale at the periods indicated:



	March 31, 2013			December 31, 2012
	(Dollars in thousands)
Interest rate lock commitments	$	131		$	102
Forward sales agreements	$	(112	)	$	(223	)
Loans held for sale fair value adjustments	$	(19	)	$	121

The table below summarizes the changes in the fair value of residential mortgage loans commitments, forward sales agreements, and loans held for sale at the periods indicated:



	Three Months Ended
	March 31
	2013			2012
	(Dollars in thousands)
Interest rate lock commitments	$	29		$	(284	)
Forward sales agreements	111			554
Loans held for sale fair value adjustments	(140		)	(270		)
Total change in fair value	$	—		$	—

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NOTE 8 – 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, including during periods of market dislocation. 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.

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:

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 Private Mortgage-Backed 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, recent reported trades, new issue data, broker and 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.

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, recent reported trades, new issue data, broker and 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.

Marketable Securities

These equity and fixed income 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.

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Loans Held for Sale

The Company elects to account for new originations of loans held for sale at fair value, which is measured using quoted market prices when available. If quoted market prices are not available, comparable market values or discounted cash flow analysis may be utilized. These assets are typically categorized 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. 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 March 31, 2013 and December 31, 2012, 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. 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 instruments that are subject to master netting agreements on a net basis by counterparty portfolio. As a result, the Company has determined that its derivative valuations in their entirety are classified in Level 2.

Residential Mortgage Loan Commitments and Forward Sales Agreements

The fair value of the commitments and agreements are estimated using the anticipated market price based on pricing indications provided from syndicate banks. These commitments and agreements are categorized as Level 2.

Impaired Loans

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

Other Real Estate Owned

The fair values are estimated based upon recent appraisal values of the property less costs to sell the property. Certain inputs used in appraisals are not always observable, and therefore Other Real Estate Owned may be categorized as Level 3 within the fair value hierarchy. When inputs in appraisals are observable, they are classified as Level 2.

Goodwill and Other Intangible Assets

Goodwill and identified intangible assets are subject to impairment testing. The Company conducts an annual impairment test of goodwill in the third quarter of each year and more frequently, if necessary. To estimate the fair value of goodwill and 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)		Total Gains (Losses)
	March 31, 2013
	(Dollars in thousands)
Recurring fair value measurements
Assets
Securities available for sale
U.S. Government agency securities	$	20,736	$	—	$	20,736	$	—
Agency mortgage-backed securities	222,577		—		222,577		—
Agency collateralized mortgage obligations	72,307		—		72,307		—
Private mortgage-backed securities	3,370		—		—		3,370
Single issuer trust preferred securities issued by banks	2,273		—		2,273		—
Pooled trust preferred securities issued by banks and insurers	3,292		—		—		3,292
Marketable securities	11,138		11,138		—		—
Loans held for sale	36,790		—		36,790		—
Derivative instruments	26,707		—		26,707		—
Liabilities
Derivative instruments	41,374		—		41,374		—
Total recurring fair value measurements	$	357,816	$	11,138	$	340,016	$	6,662

Nonrecurring fair value measurements
Assets
Collateral dependent impaired loans	$	7,060	$	—	$	—	$	7,060	$	(738	)
Other real estate owned	11,645		—		—		11,645		—
Total nonrecurring fair value measurements	$	18,705	$	—	$	—	$	18,705	$	(738	)

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	December 31, 2012
	(Dollars in thousands)
Recurring fair value measurements
Assets
Securities available for sale
U.S. government agency securities	$	20,822	$	—	$	20,822	$	—
Agency mortgage-backed securities	221,425		—		221,425		—
Agency collateralized mortgage obligations	68,376		—		68,376		—
Private mortgage-backed securities	3,532		—		—		3,532
Single issuer trust preferred securities issued by banks	2,240		—		2,240		—
Pooled trust preferred securities issued by banks and insurers	2,981		—		—		2,981
Marketable securities	9,910		9,910		—		—
Loans held for sale	48,187		—		48,187		—
Derivative instruments	30,528		—		30,528		—
Liabilities
Derivative instruments	46,793		—		46,793		—
Total recurring fair value measurements	$	361,208	$	9,910	$	344,785	$	6,513

Nonrecurring fair value measurements
Assets
Collateral dependent impaired loans	$	7,817	$	—	$	—	$	7,817	$	(1,284	)
Other real estate owned	11,974		—		—		11,974		—
Total nonrecurring fair value measurements	$	19,791	$	—	$	—	$	19,791	$	(1,284	)

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). These instruments were valued using pricing models and discounted cash flow methodologies.

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	Securities Available for Sale:
	Pooled Trust Preferred Securities			Single Trust Preferred Securities			Private Mortgage- Backed Securities			Total
	(Dollars in thousands)
Balance at January 1, 2012	$	2,820		$	4,210		$	6,110		$	13,140
Gains and losses (realized/unrealized)
Included in earnings	—			—			—			—
Included in other comprehensive income	129			703			154			986
Purchases	—			—			—			—
Sales	—			—			—			—
Issuances	—			—			—			—
Settlements	(10		)	—			(910		)	(920		)
Transfers into (out of) level 3	—			(4,913		)	—			(4,913		)
Balance at March 31, 2012	$	2,939		$	—		$	5,354		$	8,293

Balance at January 1, 2013	$	2,981		$	—		$	3,532		$	6,513
Gains and losses (realized/unrealized)
Included in earnings	—			—			—			—
Included in other comprehensive income	480			—			(38		)	442
Purchases	—			—			—			—
Sales	—			—			—			—
Issuances	—			—			—			—
Settlements	(169		)	—			(124		)	(293		)
Transfers into (out of) level 3	—			—			—			—
Balance at March 31, 2013	$	3,292		$	—		$	3,370		$	6,662

During the first quarter of 2012 the Company transferred the Single Issuer Trust Preferred Security from Level 3 to Level 2. The reason for this transfer was increased trading of the security, enabling the use of more observable inputs. It is the Company’s policy to recognize the transfers 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 first quarter of 2013.

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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:



	Fair Value		Valuation Technique(s)	Unobservable Inputs	Range	Weighted Average
	(Dollars in thousands)
	March 31, 2013
Pooled trust preferred securities	$	3,292	Discounted cash flow methodology	Cumulative Prepayment	0%-76.0%	7.8	%
				Cumulative Default	3.0%-100.0%	19.2	%
				Loss Given Default	85.0% - 100.0%	95.1	%
				Cure Given Default	0% - 75.0%	30.8	%
Private mortgage-backed securities	$	3,370	Multi-dimensional spread tables	Cumulative Prepayment Rate	14.4%-14.5%	14.5	%
				Constant Default Rate	0.9% -20.3%	4.0	%
				Severity	20.0% -45.0%	32.3	%
Impaired loans	$	7,060	Appraisals of collateral (1)
Other real estate owned	$	11,645	Appraisals of collateral (1)
	December 31, 2012
Pooled trust preferred securities	$	2,981	Discounted cash flow methodology	Cumulative Prepayment	0%-76.0%	7.5	%
				Cumulative Default	3.0%-100.0%	19.6	%
				Loss Given Default	85.0% - 100.0%	94.9	%
				Cure Given Default	0% - 75.0%	33.8	%
Private mortgage-backed securities	$	3,532	Multi-dimensional spread tables	Cumulative Prepayment Rate	10.3%-14.5%	13.9	%
				Constant Default Rate	0.9% -20.4%	4.0	%
				Severity	20.0% -55.0%	33.6	%
Impaired loans	$	7,817	Appraisals of collateral (1)
Other real estate owned	$	11,974	Appraisals of collateral (1)


(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 categorized as Level 3, the market is deemed to be inactive, the fair value models are calibrated and to the extent possible, significant inputs are back tested on a quarterly basis. This testing is done by the third party service provider, who performs this testing by comparing anticipated inputs to actual results. For example, modeled default and prepayment rates for private mortgage-backed securities will be compared to actual rates for the previous period. 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 defaults, loss given defaults and cure given defaults. 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.

The significant unobservable inputs used in the fair value measurement of the Company’s private mortgage-backed securities are constant prepayment rates, constant default rates, and loss severity in the event of default. Significant increases (decreases) in any of those inputs in isolation would result in a significantly lower (higher) fair value measurement. Generally, a change in the assumption used for the probability of default is accompanied by a directionally similar change in the assumption used for the loss severity and a directionally opposite change in the assumption used for prepayment rates.

Additionally, the Company has financial instruments which are marked to fair value on a nonrecurring basis which are categorized within Level 3. These instruments 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 internal Commercial Real Estate Appraisal Department will review the report for compliance with regulatory and Bank 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. Once it is determined that an impaired loan is collateral dependent, a new appraisal or evaluation is obtained to determine the fair value of the collateral.

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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
	Book Value		Fair Value		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
	March 31, 2013
	(Dollars in thousands)
Financial assets
Securities held to maturity (a)
U.S. Treasury securities	$	1,013	$	1,126	—		$	1,126	—
Agency mortgage-backed securities	63,897		67,595		—		67,595		—
Agency collateralized mortgage obligations	136,745		138,907		—		138,907		—
State, county, and municipal securities	916		930		—		930		—
Single issuer trust preferred securities issued by banks	1,513		1,530		—		1,530		—
Corporate debt securities	5,006		5,322		—		5,322		—
Loans, net of allowance for loan losses (b)	4,435,572		4,410,461		—		—		4,410,461
Financial liabilities
Time certificates of deposits (c)	$	768,266	$	774,108	—		$	774,108	—
Federal home loan bank advances and other borrowings (c)	267,091		275,970		—		275,970		—
Wholesale and customer repurchase agreements (c)	179,618		181,752		—		—		181,752
Junior subordinated debentures (d)	74,073		74,905		—		74,905		—
Subordinated debentures (c)	30,000		22,084		—		—		22,084
	December 31, 2012
	(Dollars in thousands)
Financial assets
Securities held to maturity (a)
U.S. Treasury securities	$	1,013	$	1,134	$	—	$	1,134	$	—
Agency mortgage-backed securities	72,360		76,593		—		76,593		—
Agency collateralized mortgage obligations	97,507		100,380		—		100,380		—
State, county, and municipal securities	915		926		—		926		—
Single issuer trust preferred securities issued by banks	1,516		1,526		—		1,526		—
Corporate debt securities	5,007		5,265		—		5,265		—
Loans, net of allowance for loan losses (b)	4,467,177		4,462,580		—		—		4,462,580
Financial liabilities
Time certificates of deposits (c)	$	753,125	$	759,516	$	—	$	759,516	$	—
Federal home loan bank advances and other borrowings (c)	283,569		293,580		—		293,580		—
Wholesale and customer repurchase agreements (c)	203,359		201,189		—		—		201,189
Junior subordinated debentures (d)	74,127		74,416		—		74,416		—
Subordinated debentures (c)	30,000		22,762		—		—		22,762

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(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, Federal Home Loan Bank stock, and cash surrender value of life insurance policies. For financial liabilities, these include demand, savings, money market deposits, and federal funds purchased. The estimated fair value of demand, savings and money market deposits is the amount payable at the reporting date. These instruments would all be considered to be classified within Level 1 of 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 believes its financial instruments current use is considered to be the highest and best use of the instruments.

NOTE 9 – COMPREHENSIVE INCOME/LOSS

Information on the Company’s comprehensive income, presented net of taxes, is set forth below for the periods indicated:



	Three Months Ended March 31, 2013
	Pre Tax Amount				Tax (Expense) Benefit			After Tax Amount
	(Dollars in thousands)
Change in fair value of securities available for sale	(1,232		)		455			(777		)

Change in fair value of cash flow hedges	(5		)	(1)	2			(3		)
Less: net cash flow hedge losses reclassified into earnings	1,414				(578		)	836
Net change in fair value of cash flow hedges	1,409				(576		)	833
Amortization of certain costs included in net periodic retirement costs	22				(21		)	1
Total other comprehensive income	$	199			$	(142	)	$	57



	Three Months Ended March 31, 2012
	Pre Tax Amount				Tax (Expense) Benefit			After Tax Amount
	(Dollars in thousands)
Change in fair value of securities available for sale	(246		)		85			(161		)

Change in fair value of cash flow hedges	53			(1)	(22		)	31
Less: cash flow hedge security losses reclassified into earnings	1,293				(528		)	765
Net change in fair value of cash flow hedges	1,346				(550		)	796
Amortization of certain costs included in net periodic retirement costs	39				(16		)	23
Total other comprehensive income	$	1,139			$	(481	)	$	658


(1)	Includes 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, will be recognized in earnings through December 2018, the original maturity date of the swap. The balance of this gain has amortized to $823,000 and $967,000 at March 31, 2013 and 2012, respectively.

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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 Pension Plans			Accumulated Other Comprehensive Loss
	(Dollars in thousands)
	2013
Beginning balance January 1, 2013	$	5,478		$	(9,577	)	$	859		$	(1,286	)	$	(4,526	)
Net change in other comprehensive income (loss)	$	(777	)	$	869		$	(36	)	$	1		$	57
Ending balance March 31, 2013	4,701			(8,708		)	823			(1,285		)	(4,469		)
	2012
Beginning balance January 1, 2012	$	6,574		$	(10,804	)	$	1,004		$	(1,260	)	$	(4,486	)
Net change in other comprehensive income (loss)	$	(161	)	$	832		$	(36	)	$	23		$	658
Ending balance March 31, 2012	6,413			(9,972		)	968			(1,237		)	(3,828		)

The following table presents reclassifications out of accumulated other comprehensive loss for the period ended March 31, 2013:



Accumulated Other Comprehensive Loss Components	Amount Reclassified			Affected Line Item in the Consolidated Statements of Income
	(Dollars in thousands)
Gains and losses on cash flow hedges
Interest rate swaps	$	1,414		Interest on borrowings expense
	1,414			Total before tax
	(578		)	Tax (expense) benefit
	$	836		Net of tax

Amortization of defined benefit pension items
Prior service costs	$	22		(1)
	(21		)	Tax (expense) benefit
	$	1		Net of tax

Total reclassifications for the period	$	837		Net of tax


(1)	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, 2012, filed with the Securities and Exchange Commission.

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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, 2012, filed with the Securities and Exchange Commission.

Cautionary Statement Regarding Forward-Looking Statements

A number of the presentations and disclosures in this Form 10-Q, including, without limitation, statements regarding the level of allowance for loan losses, the rate of delinquencies and amounts of charge-offs, and the rates of loan growth, and any statements preceded by, followed by, or which include the words “may,” “could,” “should,” “will,” “would,” “hope,” “might,” “believe,” “expect,” “anticipate,” “estimate,” “intend,” “plan,” “assume” or similar expressions constitute forward-looking statements within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995.

These forward-looking statements, implicitly and explicitly, include the assumptions underlying the statements and other information with respect to the beliefs, plans, objectives, goals, expectations, anticipations, estimates, intentions, financial condition, results of operations, future performance and business, of the Company including the Company’s expectations and estimates with respect to the Company’s revenues, expenses, earnings, return on average equity, return on average assets, asset quality and other financial data and capital and performance ratios.

Although the Company believes that the expectations reflected in the Company’s forward-looking statements are reasonable, these statements involve risks and uncertainties that are subject to change based on various important factors (some of which are beyond the Company’s control). The following factors, among others, could cause the Company’s financial performance to differ materially from the Company’s goals, plans, objectives, intentions, expectations and other forward-looking statements:


•	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, which could result in a deterioration of credit quality, a change in the allowance for loan losses, or a reduced demand for the Company’s credit or fee-based products and services;


•	adverse changes in the local real estate market could result in a deterioration of credit quality and an increase in the allowance for loan losses, as most of the Company’s loans are concentrated within the Bank’s primary market area, and a substantial portion of these loans have real estate as collateral;

•

a further deterioration of the credit rating for U.S. long-term sovereign debt could adversely impact the Company. Although the 2011 downgrade by Standard and Poor’s of U.S. long-term sovereign debt did not directly impact the financial position of the Company, an inability by the federal government to raise the U.S. debt limit or otherwise could result in further downgrades which in turn could cause a re-evaluation of the ‘risk-free’ rate used in many accounting models, other-than-temporary-impairment of securities and/or impairment of goodwill and other intangibles;


•	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 could affect the Company’s business environment or affect the Company’s operations;


•	changes in, and any failure by the Company to comply with, tax laws generally and requirements of the federal New Markets Tax Credit program in particular could adversely affect the Company’s tax provision and its financial results;


•	inflation, interest rate, market and monetary fluctuations could reduce net interest income and could increase credit losses;


•	adverse changes in asset quality could result in increasing credit risk-related losses and expenses;


•	competitive pressures could intensify and affect the Company’s profitability, including continued industry consolidation, the increased financial services provided by nonbanks and banking reform;

•

a deterioration in the conditions of the securities markets could adversely affect the value or credit quality of the Company’s assets, the availability and terms of funding necessary to meet the Company’s liquidity needs, and the Company’s ability to originate loans and could lead to impairment in the value of securities in the Company’s investment portfolios, having an adverse effect on the Company’s earnings;


•	the potential need to adapt to changes in information technology could adversely impact the Company’s operations and require increased capital spending;

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•	the risk of electronic fraudulent activity within the financial services industry, especially in the commercial banking sector due to cyber criminals targeting bank accounts and other customer information, which could adversely impact the Company’s operations, damage its reputation and require increased capital spending;


•	changes in consumer spending and savings habits could negatively impact the Company’s financial results;


•	new laws and regulations regarding the financial services industry including, but not limited to, the Dodd-Frank Wall Street Reform and Consumer Protection Act, may have a significant effect on the financial services industry in general, and/or the Company in particular, the exact nature and extent of which is uncertain;


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


•	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, could negatively impact the Company’s financial results.

If one or more of the factors affecting the Company’s forward-looking information and statements proves incorrect, then the Company’s actual results, performance or achievements could differ materially from those expressed in, or implied by, forward-looking information and statements contained in this Form 10-Q. Therefore, the Company cautions you not to place undue reliance on the Company’s forward-looking information and statements.

The Company does not intend to update the Company’s forward-looking information and statements, whether written or oral, to reflect change. All forward-looking statements attributable to the Company are expressly qualified by these cautionary statements.

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 herein.



				Three Months Ended
	March 31, 2013			December 31, 2012			September 30, 2012			June 30, 2012			March 31, 2012
	(Dollars in thousands, except per share data)
Financial condition data
Securities available for sale	$	335,693		$	329,286		$	323,156		$	338,331		$	362,109
Securities held to maturity	209,090			178,318			186,842			188,450			200,921
Loans	4,487,478			4,519,011			4,056,135			3,980,789			3,869,756
Allowance for loan losses	(51,906		)	(51,834		)	(49,746		)	(48,403		)	(48,340		)
Goodwill and core deposit intangibles	161,616			162,144			137,293			139,924			140,323
Total assets	5,721,120			5,756,985			5,192,094			5,124,564			4,985,739
Total deposits	4,551,410			4,546,677			4,117,847			4,078,133			3,945,713
Total borrowings	550,782			591,055			489,899			476,217			484,115
Stockholders’ equity	537,575			529,320			492,965			483,592			478,863
Nonperforming loans	33,091			28,766			31,081			31,322			31,646
Nonperforming assets	46,815			42,427			41,529			43,857			40,736
Income statement
Interest income	$	50,820		$	51,414		$	48,555		$	48,426		$	47,796
Interest expense	5,958			5,935			5,717			5,798			5,943

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Net interest income	44,862			45,479			42,838			42,628			41,853
Provision for loan losses	1,300			4,350			3,606			8,500			1,600
Noninterest income	15,724			17,016			16,108			14,983			13,909
Noninterest expenses	42,920			45,050			40,052			36,999			37,358
Net income	12,252			9,968			11,601			8,874			12,183
Per share date
Net income—basic	$	0.54		$	0.45		$	0.54		$	0.41		$	0.57
Net income—diluted	0.54			0.45			0.53			0.41			0.56
Cash dividends declared	0.22			0.21			0.21			0.21			0.21
Book value	23.50			23.24			22.75			22.36			22.16
Performance ratios
Return on average assets	0.88		%	0.73		%	0.91		%	0.71		%	1.00		%
Return on average common equity	9.25		%	7.68		%	9.39		%	7.34		%	10.31		%
Net interest margin (on a fully tax equivalent basis)	3.58		%	3.68		%	3.72		%	3.80		%	3.82		%
Equity to assets	9.40		%	9.19		%	9.49		%	9.44		%	9.60		%
Dividend payout ratio	—		%	93.60		%	39.23		%	51.19		%	37.26		%
Asset quality ratios
Nonperforming loans as a percent of gross loans	0.74		%	0.64		%	0.77		%	0.79		%	0.82		%
Nonperforming assets as a percent of total assets	0.82		%	0.74		%	0.80		%	0.86		%	0.82		%
Allowance for loan losses as a percent of total loans	1.16		%	1.15		%	1.23		%	1.22		%	1.25		%
Allowance for loan losses as a percent of nonperforming loans	156.86		%	180.19		%	160.05		%	154.53		%	152.75		%
Capital ratios
Tier 1 leverage capital ratio	8.51		%	8.65		%	8.73		%	8.68		%	8.77		%
Tier 1 risk-based capital ratio	10.57		%	10.36		%	10.72		%	10.64		%	10.71		%
Total risk-based capital ratio	12.43		%	12.23		%	12.71		%	12.63		%	12.73		%

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Executive Level Overview

During the first quarter of 2013, as anticipated, the overall loan portfolio balance remained relatively flat, with the pipeline of new originations steadily rebuilding following the high level of closings experienced during the fourth quarter 2012. The Company's deposits remained steady during the first quarter, with growth impacted by typical seasonal fluctuations, and core deposits now comprising 82.9% of total deposits. The growth in noninterest income for the first quarter of 2013 compared to the first quarter of 2012 of 13.1% was negated by a corresponding increase in noninterest expense of 14.9%, driven largely by merger and acquisition, severance expenses and the inclusion of the Central Bank for a full quarter.

The following table illustrates key performance measures for the periods indicated:



	Three Months Ended March 31
	2013			2012
	(Dollars in thousands, except per share data)
Net income	$	12,252		$	12,183
Net income on an operating basis	$	13,300		$	12,183
Noninterest income	$	15,724		$	13,909
Diluted earnings per share	$	0.54		$	0.56
Return on average assets on an operating basis	0.96		%	1.00		%
Return on common average equity on an operating basis	10.04		%	10.31		%
Net interest margin	3.58		%	3.82		%

As noted in the chart below, when compared to the same period last year, noninterest income as a percentage of total revenue has grown from 24.94% to 25.95%, as management continues to focus on the importance of noninterest income in this prolonged low interest rate environment. On a linked quarter basis, the decrease in noninterest income as a percentage of total revenue is reflective of seasonally lower service fee related activity relative to the fourth quarter.

The increases in noninterest income for the first quarter of 2013 as compared to the first quarter of 2012 were driven by the following items:


•	Deposit account fees increased by 8.4% to $4.2 million in the first quarter of 2013, from $3.9 million in

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the first quarter of March 2012, mainly due to increased overdraft fees and the impact of the Central acquisition.


•	Mortgage banking income is up $951,000, reflective of strong mortgage originations and refinancing activity due to the low rate environment.


•	Investment management income also increased by $321,000 as assets under management has steadily climbed to $2.3 billion at March 31, 2013.

Noninterest expense for the first quarter of 2013 as compared to the first quarter of 2012 increased by 14.9% to $42.9 million. Excluding the impact of merger and acquisition expenses and severance expenses related to the outsourcing of certain mortgage operations, the increase is 10.4%, reflective of increases in the Company's salary and benefit expenses, significant occupancy and equipment expenses from winter related costs, and timing of advertising and marketing campaigns. The increases in noninterest income and noninterest expense are inclusive of the impact of the Central acquisition which closed in the fourth quarter of 2013.

The net interest margin for the quarter decreased to 3.58%, down 10 basis points from the prior quarter. Although a decrease in the net interest margin is anticipated due to the prolonged low rate environment, the more significant change from the prior quarter was primarily a function of the accelerated recognition of fair value discounts from payoffs of acquired loans in the prior quarter. Excluding this impact, the more normalized decrease in net interest margin is 4 basis points. Countering the pressure from this interest rate environment, the Company was successful in growing its commercial loan portfolio by $38.4 million during the first quarter of 2013, or 5.1% on an annualized basis, and its pipeline of new originations is steadily rebuilding following the high level of closings experienced during the fourth quarter of 2012. The Company has focused on maintaining a relatively stable net interest margin while positioning itself to take advantage of future rate increases.

The below chart reflects the estimated impact on the Company's net interest income, assuming a static balance sheet under the following four gradual (12 to 24 month) shifts in interest rates:

1.Down 100 basis points over 12 months (parallel yield curve shift)

2.Up 200 basis points over 12 months (parallel yield curve shift)

3.Up 400 basis points over 24 months (parallel yield curve shift)


4.	Flat up 500 basis points over 12 months (asymmetrical yield curve shift with short-term rates rising 500 basis points and overall flatting of the yield curve)

Management's approach to balance sheet strategy and the net interest margin continues to emphasize:


•	Growth in commercial and home equity lending (see graph below).

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• Funding by core deposits (see graph below).


•	Disciplined asset quality.


•	Structure asset generation with a keen view toward interest-rate sensitivity.

• Avoid security purchases in this low rate environment.

Asset quality remains strong, as the provision for loan losses was $1.3 million for the first quarter of 2013 compared to $1.6 million in the first quarter of 2012. For the first quarter of 2013, net charge-offs decreased to $1.2 million, or 0.11% on an annualized basis of average loans, as compared to $1.5 million, or 0.16% annualized, for the first quarter of 2012. The allowance for loan losses as a percentage of loans was 1.16% and 1.15% as of March 31, 2013 and December 31, 2012, respectively. Nonperforming loans increased by $4.3 million to $33.1 million, or 0.74% of total loans at March 31, 2013, from $28.8 million, or 0.64% of total loans at December 31, 2012. Nonperforming assets increased to $46.8 million at the end of the first quarter

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compared to $42.4 million in the linked quarter. Delinquency as a percentage of loans increased to 1.05% at March 31, 2013 compared to 0.82% at December 31, 2012.

2013 Outlook

Despite the industry challenges of a modestly improving economy, increased competition, continued pressure on the net interest margin and increased regulatory and compliance requirements, management anticipates that the continuation of its strategy to grow solid core banking relationships with existing customers, while continually adding new relationships in the attractive markets of Eastern Massachusetts and Rhode Island, will allow for an increase in diluted earnings per share for 2013 to a range of $2.28 to $2.38, on an operating basis.

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. The Company’s financial performance is determined in accordance with Generally Accepted Accounting Principles (“GAAP”) which sometimes includes gains or losses due to items that management believes are unrelated to its core banking business and will not have a material financial impact on operating results in future periods, such as gains or losses on the sales of securities, merger and acquisition expenses, and other items. Management, therefore, also computes the Company’s non-GAAP operating earnings, which excludes these items, to measure the strength of the Company’s core banking business and to identify trends that may to some extent be obscured by such gains or losses.

Management’s computation of the Company’s non-GAAP operating earnings information is set forth because management believes it may be useful for investors to have access to the same analytical tool used by management to evaluate the Company’s core operational performance so that investors may assess the Company’s overall financial health and identify business and performance trends that may be more difficult to identify and evaluate when noncore items are included. Management also believes that the computation of non-GAAP operating earnings may facilitate the comparison of the Company to other companies in the financial services industry.

Non-GAAP operating earnings should not be considered a substitute for GAAP results. An item which management deems to be noncore and excludes when computing non-GAAP operating earnings can be of substantial importance to the Company’s results for any particular quarter or year. The Company’s non-GAAP operating earning information set forth is not necessarily comparable to non-GAAP information 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 March 31
	Net Income Available to Common Shareholders				Diluted Earnings Per Share
	2013		2012		2013	2012
	(Dollars in thousands)
As reported (GAAP)
Net income available to common shareholders (GAAP)	$	12,252	$	12,183	0.54	0.56
Non-GAAP measures
Noninterest expense components
Merger and acquisition expenses, net of tax	856		—		0.04	—
Severance, net of tax	192		—		—	—
Total impact of noncore items	1,048		—		0.04	—
As adjusted (NON-GAAP)	$	13,300	$	12,183	0.58	0.56

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The following table summarizes the impact of noncore items on the calculation of the Company's efficiency ratio for the periods indicated:



	Three Months Ended March 31
	2013			2012
	(Dollars in thousands)
Noninterest expense (GAAP)	$	42,920		$	37,358		(a)
Merger & acquisition	(1,345		)	—
Severance	(325		)	—
Noninterest expense on an operating basis	$	41,250		$	37,358		(b)

Noninterest income (GAAP)	$	15,724		$	13,909		(c)
Noninterest income on an operating basis	$	15,724		$	13,909		(d)

Net interest income	$	44,862		$	41,853		(e)

Total revenue (GAAP)	$	60,586		$	55,762		(c+e)
Total operating revenue	$	60,586		$	55,762		(d+e)

Ratios:
Efficiency ratio (GAAP)	70.84		%	67.00		%	(a/(c+e))
Operating efficiency ratio	68.09		%	67.00		%	(b/(d+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 Company’s 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 three months of 2013. Please refer to the 2012 Form 10-K for a complete listing of critical accounting policies.

FINANCIAL POSITION

Securities Portfolio The Company’s securities portfolio consists of securities available for sale and securities which management intends to hold until maturity. Securities increased by $37.2 million, or 7.3%, at March 31, 2013 as compared to December 31, 2012 due to purchases of $79.6 million, used to strengthen balance sheet liquidity and meet collateral needs, partly offset by principal paydowns. The ratio of securities to total assets as of March 31, 2013 was 9.5%, compared to 8.8% at December 31, 2012.

The Company continually reviews investment securities for the presence of other-than-temporary impairment (“OTTI”). Further analysis of the Company’s 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 to other financial institutions. During 2013 and 2012, the Bank originated residential loans with the intention of selling them in the secondary market. Loans may be sold with servicing rights released or with servicing rights retained. A mortgage servicing asset is recognized when a loan is sold with servicing rights retained. During the three months

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ended March 31, 2013 and March 31, 2012 the Company sold $103.8 million and $63.1 million of mortgage loans. The majority of these loans are sold with servicing rights released.

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. During the three months ended March 31, 2013 and 2012 the Company incurred an immaterial amount of losses on loans that were agreed to be repurchased. The Company has not at this time established a reserve for loan repurchases as it believes future material losses are not probable.

Forward sale contracts of mortgage loans, considered derivative instruments for accounting purposes, are 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 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. See Note 7, “Derivative and Hedging Activities” within Notes to Consolidated Financial statements included in Item 1 hereof for more information on mortgage loan commitments and forward sales agreements.

Loan Portfolio Management continues to focus on growth in the commercial and home equity lending categories, while placing less emphasis on the other lending categories. Management believes this emphasis is prudent, given the prevailing interest rate and economic environment, as well as strategic priorities. At March 31, 2013, the Bank’s loan portfolio remained relatively flat at $4.5 billion. Loan growth in the commercial portfolio of $38.4 million, or 5.1% on an annualized basis, slowed as anticipated, as the pipeline of new originations rebuilds after the high level of closings experienced during the fourth quarter. Offsetting the growth in commercial, the residential portfolio decreased by $57.5 million, or 38.0% on an annualized basis, due to continued prepayments and the majority of new production being sold into the secondary market.

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The Bank’s commercial and industrial portfolio has shown growth of 2.2% for the three months ended March 31, 2013 as compared to December 31, 2012. This portfolio is well-diversified with loans to various types of industries. The following pie chart shows the diversification of the commercial and industrial portfolio as of March 31, 2013:



	(Dollars in thousands)
Average loan size	$	203
Largest individual commercial and industrial loan	$	14,668
Commercial and industrial nonperforming loans/commercial and industrial loans	0.45		%

The Bank’s commercial real estate portfolio, inclusive of commercial construction, is the Bank’s largest loan type concentration. 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 March 31, 2013:

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	(Dollars in thousands)
Average loan size	$	708
Largest individual commercial real estate mortgage	$	18,000
Commercial real estate nonperforming loans/commercial real estate loans	0.44		%
Owner occupied commercial real estate loans/commercial real estate loans	18.7		%

Asset 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).

Delinquency The Bank’s philosophy toward managing its loan portfolios is predicated upon careful monitoring, which stresses early detection and response to delinquent and default situations. The Bank considers a loan to have defaulted when it reaches 90 days past due. The Bank seeks to make arrangements to resolve any delinquent or default situation over the shortest possible time frame. Generally, the Bank 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, within commercial real estate or home equity categories, loans more than 90 days past due with respect to principal or interest are classified as nonaccrual loans. As permitted by banking regulations, certain consumer loans past due 90 days or more continue to accrue interest. In addition, certain commercial and real estate loans that are more than 90 days past due may be kept on an accruing status if the loans are well secured and in the process of collection. 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), when the loan is liquidated, or when the loan is determined to be uncollectible and is charged-off against the allowance for loan losses.

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Troubled Debt Restructurings In the course of resolving problem 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 or cure a default. 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 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 Bank’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 is 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 since origination and for which it is probable that all contractually required payments will not be collected. The 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. The carrying amount of these purchased credit impaired loans was $30.0 million as of March 31, 2013 as compared to $32.1 million as of December 31, 2012. 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.

Nonperforming securities consist of securities that are on nonaccrual status. The Company holds six collateralized debt obligation securities (“CDOs”) comprised of pools of trust preferred securities issued by banks and insurance companies, which are currently deferring interest payments on certain tranches within the bonds’ structures including the tranches held by the Company. The bonds are anticipated to continue to defer interest until cash flows are sufficient to satisfy certain collateralization levels designed to protect more senior tranches. As a result the Company has placed the six securities on nonaccrual status and has reversed any previously accrued income related to these securities.

OREO consists of real estate properties, which have 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 allowance, but not below zero. All costs incurred thereafter in maintaining the property are charged to noninterest expense. In the event the real estate is utilized as a rental property, rental income and expenses are recorded as incurred and included in noninterest income and noninterest expense, respectively.

Other assets in possession primarily consist of foreclosed assets and other nonreal-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 Bank at the dates indicated:

Table 1—Nonperforming Assets



	March 31, 2013			December 31, 2012			March 31, 2012
	(Dollars in thousands)
Loans Accounted for on a nonaccrual basis
Commercial and industrial	$	3,188		$	2,666		$	2,429
Commercial real estate	9,355			6,574			15,015
Small business	680			570			544
Residential real estate	11,950			11,472			10,465
Home equity	7,687			7,311			2,773
Other consumer	201			121			370
Total (1)	$	33,061		$	28,714		$	31,596
Loans past due 90 days or more but still accruing
Other consumer	30			52			50
Total	$	30		$	52		$	50
Total nonperforming loans	$	33,091		$	28,766		$	31,646
Nonaccrual securities (2)	1,903			1,511			1,400
Other assets in possession	176			176			91
Other real estate owned	11,645			11,974			7,599
Total nonperforming assets	$	46,815		$	42,427		$	40,736
Nonperforming loans as a percent of gross loans	0.74		%	0.64		%	0.82		%
Nonperforming assets as a percent of total assets	0.82		%	0.74		%	0.82		%


(1)	Inclusive of TDRs on nonaccrual of $8.7 million, $6.6 million, and $9.2 million, at March 31, 2013, December 31, 2012, and March 31, 2012, respectively.


(2)	Amounts represent the fair value of nonaccrual securities. The Company has six nonaccrual securities at March 31, 2013, December 31, 2012, and March 31, 2012.

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The following table shows the roll-forward of nonperforming assets for the periods indicated:

Table 2—Activity in Nonperforming Assets



	Three Months Ended						Three Months Ended
	March 31, 2013						March 31, 2012
	(Dollars in thousands)
Nonperforming assets beginning balance				$	42,427					$	37,149
New to nonperforming				10,243						8,803
Loans charged-off				(1,574		)				(1,944		)
Loans paid-off				(2,402		)				(1,172		)
Loans transferred to other real estate owned and foreclosed assets				(771		)				(1,503		)
Loans restored to accrual status				(1,096		)				(1,870		)
Change to other real estate owned
New to other real estate owned	$	771					$	1,503
Valuation write down	(486		)				—
Sale of Other Real Estate Owned	(918		)				(1,587		)
Development of other real estate owned	304						1,024
Total change to other real estate owned	(329		)	(329		)	940			940
Change in fair value on nonaccrual securities				392						128
Other				(75		)				205
Nonperforming assets ending balance				$	46,815					$	40,736

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

Table 3—Troubled Debt Restructurings



	March 31, 2013			December 31, 2012
	(Dollars in thousands)
Performing troubled debt restructurings	$	41,682		$	46,764
Nonaccrual troubled debt restructurings	8,748			6,554
Total	$	50,430		$	53,318
Performing troubled debt restructurings as a % of total loans	0.93		%	1.03		%
Nonaccrual troubled debt restructurings as a % of total loans	0.19		%	0.15		%
Total troubled debt restructurings as a % of total loans	1.12		%	1.18		%

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The following table shows the roll-forward of TDRs for the periods indicated:

Table 4—Activity in Troubled Debt Restructurings



	Three Months Ended March 31, 2013			Twelve Months Ended December 31, 2012
	(Dollars in thousands)
TDRs beginning balance	$	53,318		$	46,381
New to TDR status	1,485			8,350
Court ordered concessions (1)	—			5,143
Paydowns	(4,084		)	(6,080		)
Charge-offs	(289		)	(476		)
TDRs ending balance	$	50,430		$	53,318

(1) Represents consumer loans where the borrower's obligation has been effectively discharged through Chapter 7 Bankruptcy and the borrower has not reaffirmed the debt for all applicable prior periods.

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 performing TDRs as of the dates indicated:

Table 5 - Interest Income Recognized/Collected on

Nonaccrual Loans and Troubled Debt Restructurings



	Three Months Ended March 31
	2013		2012
	(Dollars in thousands)
Interest income that would have been recognized if nonaccruing loans had been performing	$	489	$	541
Interest income recognized on TDRs still accruing	$	647	$	542
Interest collected on these nonaccrual and TDRs and included in interest income	$	620	$	624

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.

Impairment is measured on a loan by loan basis for commercial and industrial, commercial real estate, commercial construction, and small business categories and for all loans identified as a troubled debt restructuring 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.

At March 31, 2013, impaired loans included 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. Total impaired loans at March 31, 2013 and December 31, 2012 were $65.5 million and $66.7 million, respectively. For additional information regarding the Bank’s asset quality, including delinquent loans, nonaccruals, TDRs, and impaired loans, see Note 4,

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“Loans, Allowance for Loan Losses, and Credit Quality” within Notes to Consolidated Financial Statements included in Item 1 hereof.

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. The table below shows the potential problem commercial loans at the time periods indicated:

Table 6 - Potential Problem Commercial Loans



	March 31, 2013		December 31, 2012
	(Dollars in thousands)
Number of loan relationships	64		70
Aggregate outstanding balance	$	92,378	$	110,624

At March 31, 2013, 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 Bank.

Allowance for Loan Losses The allowance for loan losses is maintained at a level that management considers adequate 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 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 adequacy of the allowance for loan losses and may require it to increase its provision for loan losses or recognize further loan charge-offs.

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

Table 7—Summary of Changes in the Allowance for Loan Losses



	Three Months Ended
	March 31, 2013			December 31, 2012			September 30, 2012			June 30, 2012			March 31, 2012
	(Dollars in thousands)
Average loans	$	4,495,804		$	4,303,254		$	4,008,238		$	3,947,785		$	3,827,187
Allowance for loan losses, beginning of period	$	51,834		$	49,746		$	48,403		$	48,340		$	48,260
Charged-off loans
Commercial and industrial	423			202			1,267			4,707			15
Commercial real estate	407			990			621			2,133			604
Commercial construction	—			—			—			—			—
Small business	145			212			98			136			170
Residential real estate	61			653			227			105			109
Home equity	277			672			365			1,391			750
Other consumer	261			325			247			296			297
Total charged-off loans	1,574			3,054			2,825			8,768			1,945
Recoveries on loans previously charged-off
Commercial and industrial	136			528			122			113			200
Commercial real estate	—			—			188			—			—
Commercial construction	—			—			—			—			—
Small business	39			15			21			46			52
Residential real estate	—			72			79			—			—
Home equity	21			26			36			18			13
Other consumer	150			151			116			154			160
Total recoveries	346			792			562			331			425
Net loans Charged-off
Commercial and industrial	287			(326		)	1,145			4,594			(185		)
Commercial real estate	407			990			433			2,133			604
Commercial construction	—			—			—			—			—
Small business	106			197			77			90			118
Residential real estate	61			581			148			105			109
Home equity	256			646			329			1,373			737
Other consumer	111			174			131			142			137
Total net loans charged-off	1,228			2,262			2,263			8,437			1,520
Provision for loan losses	1,300			4,350			3,606			8,500			1,600
Total allowances for loan losses end of period	$	51,906		$	51,834		$	49,746		$	48,403		$	48,340
Net loans charged-off as a percent of average total loans (annualized)	0.11		%	0.21		%	0.22		%	0.86		%	0.16		%
Total allowance for loan losses as a percent of total loans	1.16		%	1.15		%	1.23		%	1.22		%	1.25		%
Total allowance for loan losses as a percent of nonperforming loans	156.86		%	180.19		%	160.05		%	154.53		%	152.75		%
Net loans charged-off as a percent of allowance for loan losses (annualized)	9.59		%	17.36		%	18.10		%	70.11		%	12.65		%
Recoveries as a percent of charge-offs	21.98		%	25.93		%	19.89		%	3.78		%	21.85		%

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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 8—Summary of Allocation of Allowance for Loan Losses



	March 31, 2013				December 31, 2012
	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	$	13,443	15.7	%	$	13,461	15.2	%
Commercial real estate	22,569		47.3	%	22,598		46.9	%
Commercial construction	3,139		4.7	%	2,811		4.2	%
Small business	1,244		1.7	%	1,524		1.7	%
Residential real estate	3,048		12.4	%	2,930		13.6	%
Home equity	7,716		17.7	%	7,703		17.8	%
Other consumer	747		0.5	%	807		0.6	%
Total allowance for loan losses	$	51,906	100.0	%	$	51,834	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 book value of the loan or receivable, or a deficiency balance following the sale of the collateral.

For additional information regarding the Bank’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 1hereof.

Federal Home Loan Bank Stock The Bank held an investment in Federal Home Loan Bank (“FHLB”) of Boston of $38.7 million and $41.8 million at March 31, 2013 and December 31, 2012, 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 Identifiable Intangible Assets Goodwill and identifiable intangible assets were $161.6 million and $162.1 million at March 31, 2013 and December 31, 2012, respectively.

The Company performed its annual goodwill impairment testing during the third quarter of 2012, and concluded that $2.2 million of goodwill was impaired. This amount represents the total amount of goodwill relating to Compass Exchange Advisors, LLC ("Compass") which was acquired in January of 2007. Compass’ business model success is closely correlated to the volume of U.S. commercial real estate transactions and the interest rate spread that can be obtained on short-term funds among other factors. A sharp reduction in real estate transactions and the projected continuation of low interest rates resulted in the impairment

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being recognized. Goodwill is evaluated for impairment at least annually, or more often if warranted, using a combined qualitative and quantitative impairment approach. The initial qualitative approach assesses whether the existence of events or circumstances led to a determination that it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If, after assessing the totality of events and circumstances, the Company determines it is more likely than not that the fair value is less than carrying value the two step quantitative impairment test is performed. Step one of the quantitative impairment testing compares book value to the fair value of the reporting unit. If test one is failed, a more detailed analysis is performed, which involves measuring the excess of the fair value of the reporting unit, as determined in step one, over the aggregate fair value of the individual assets, liabilities, and identifiable intangibles as if the reporting unit was being acquired in a business combination. Step 1 of the impairment testing was passed for all reporting units during 2012, with the exception of Compass.

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 $98.1 million and $97.3 million at March 31, 2013 and December 31, 2012, respectively. The Bank recorded tax exempt income from the life insurance policies of $746,000 and $713,000 for the three months ended March 31, 2013 and March 31, 2012, respectively.

Deposits As of March 31, 2013, deposits remained steady at $4.6 billion when compared to December 31, 2012, with core deposits representing 82.9% of total deposits. Total cost of deposits was 0.24% for the quarter, reflecting management's continued emphasis on core deposits and profitable relationships.

The Bank also participates in the Certificate of Deposit Registry Service (“CDARS”) program, allowing the Bank to provide easy access to multi-million dollar FDIC deposit insurance protection on certificate of deposits investments for consumers, businesses and public entities. The economic downturn and subsequent flight to safety makes CDARS an attractive product for customers. In addition, the Bank may occasionally raise funds through brokered certificates of deposit. This channel allows the Bank to seek additional funding in potentially large quantities by attracting deposits from outside the Bank’s core market. At March 31, 2013 and December 31, 2012, the Company had $119.2 million and $96.0 million, respectively, of brokered deposits of which $95.4 million and $72.2 million, respectively, were CDARS.

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. The borrowings also serve the Bank by providing a contingent source of liquidity.

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

Table 9—Borrowings



	March 31, 2013		December 31, 2012
	(Dollars in thousands)
Short-term borrowings - one year and under
Federal Home Loan Bank and other borrowings (1)	$	159,359	$	175,245
Customer repurchase agreements	129,618		153,359
Total short-term borrowings	$	288,977	$	328,604
Long-term borrowings - over one year
Federal Home Loan Bank borrowings	$	107,732	$	108,324
Wholesale repurchase agreements	50,000		50,000
Junior subordinated debentures:
Capital Trust V	51,547		51,547
Slades Ferry Trust I	10,310		10,310
Central Trust I	5,258		5,258
Central Trust II	6,958		7,012
Subordinated debentures	30,000		30,000
Total long-term borrowings	$	261,805	$	262,451
Total borrowings	$	550,782	$	591,055

(1) Includes a $5.0 million and $12.0 million, respectively, at March 31, 2013 and December 31, 2012, Parent Company outstanding lien of credit with a variable rate of LIBOR plus 1.60%.

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As of March 31, 2013 and December 31, 2012, the Bank had $2.8 billion and $3.0 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. Another primary source of funds for the Company is customer repurchase agreements.

Capital Resources On March 21, 2013, the Company’s Board of Directors declared a cash dividend of $0.22 per share to stockholders of record as of the close of business on April 1, 2013. This dividend was paid on April 12, 2013.

The Federal Reserve, 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 a minimum Tier 1 risk-based capital ratio of 4.0% and a total risk-based capital ratio of 8.0%. A minimum requirement of 4.0% Tier 1 leverage capital is also mandated. At March 31, 2013, the Company and the Bank exceeded the minimum requirements for Tier 1 risk-based, total risk-based capital, and Tier 1 leverage capital.

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The Company’s and the Bank’s actual capital amounts and ratios are also presented in the following table:

Table 10—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
	March 31, 2013
	(Dollars in thousands)
Company (consolidated)
Total capital (to risk weighted assets)	$	550,225	12.43	%	354,009		≥	8.00	%	N/A			N/A
Tier 1 capital (to risk weighted assets)	467,515		10.57	%	177,005		≥	4.00	%	N/A			N/A
Tier 1 capital (to average assets)	467,515		8.51	%	219,750		≥	4.00	%	N/A			N/A
Bank
Total capital (to risk weighted assets)	$	541,522	12.24	%	$	353,862	≥	8.00	%	$	442,327	≥	10.00	%
Tier 1 capital (to risk weighted assets)	458,812		10.37	%	176,931		≥	4.00	%	265,396		≥	6.00	%
Tier 1 capital (to average assets)	458,812		8.35	%	219,808		≥	4.00	%	274,760		≥	5.00	%
	December 31, 2012
	(Dollars in thousands)
Company (consolidated)
Total capital (to risk weighted assets)	$	541,119	12.23	%	$	354,086	≥	8.00	%	N/A			N/A
Tier 1 capital (to risk weighted assets)	458,638		10.36	%	177,043		≥	4.00	%	N/A			N/A
Tier 1 capital (to average assets)	458,638		8.65	%	212,015		≥	4.00	%	N/A			N/A
Bank
Total capital (to risk weighted assets)	$	534,182	12.07	%	$	353,965	≥	8.00	%	$	442,456	≥	10.00	%
Tier 1 capital (to risk weighted assets)	451,701		10.21	%	176,983		≥	4.00	%	265,474		≥	6.00	%
Tier 1 capital (to average assets)	451,701		8.52	%	212,074		≥	4.00	%	265,093		≥	5.00	%

In June 2012, the U.S. federal banking agencies released for comment three Notices of Proposed Rulemaking (“NPR's”) that would implement the Basel III capital standards, along with changes required by the Dodd-Frank Act, two of which will apply to the Company and are expected to increase capital requirements along with increasing risk-weighted assets. The proposed implementation of the Basel III standards was scheduled to be phased-in beginning January 1, 2013 through 2019; however due to the overwhelming number of comments received, implementation has been delayed.

The NPR entitled “Regulatory Capital, Implementation of Basel III, Minimum Regulatory Capital Ratios, Capital Adequacy, and Transition Provisions” redefines regulatory capital, increases minimum amounts, and introduces a capital conservation buffer to be held in excess of minimum amounts. The proposal puts an emphasis on common equity and creates a new regulatory minimum capital level for common equity tier 1 (“CET1”). CET1 would include amounts previously excluded from regulatory capital, including accumulated other comprehensive income for items such as unrealized gains and losses on available for sale debt and equity securities and the unfunded/overfunded amount associated with defined benefit plans. The proposed minimum is 7% of risk-weighted assets, comprised of a minimum ratio of 4.5% plus a 2.5% capital conservation buffer. Trust preferred securities would no longer be eligible for tier 1 capital treatment and would be phased out of tier 1 and into tier 2 capital at 10% a year.

The second NPR that will affect the Company is entitled, “Standardized Approach for Risk-weighted Assets; Market Discipline and Disclosure Requirement.” This proposal attempts to harmonize the agencies' rules for calculating risk-weighted assets to enhance risk sensitivity and address weaknesses identified over recent years, by incorporating certain international capital standards of the Basel Committee of Banking Supervision. Among the items impacting the Company are the additional risk-weighting of short term unused portion of loan commitments, the increase in risk-weighting of deferred tax items and mortgage

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servicing rights not excluded from capital, and the increased risk-weight for commercial real estate designated as high volatility commercial real estate.

The regulations ultimately applicable to U.S. financial institutions may be substantially different from the Basel III final framework as published in December 2010 and the proposed rules issued in June 2012. Based on preliminary assessments of the proposed framework, management believes that the Company will continue to exceed all estimated well-capitalized regulatory requirements over the course of the proposed phase-in period.

Investment Management As of March 31, 2013, the Rockland Trust Investment Management Group had assets under administration of $2.3 billion, representing approximately 4,142 trust, fiduciary, and agency accounts. At December 31, 2012, assets under administration were $2.2 billion, representing approximately 4,051 trust, fiduciary, and agency accounts. Included in these amounts as of March 31, 2013 and December 31, 2012 are assets under administration of $159.3 million and $139.8 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 $3.5 million and $3.1 million for the three months ended March 31, 2013, and March 31, 2012, respectively.

Additionally, for the three months ended March 31, 2013 and March 31, 2012 , retail investments and insurance revenue was $348,000 and $430,000 respectively. Retail investments and insurance includes 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.

Mortgage Banking The Bank originates residential loans for both its portfolio and with the intention of selling them in the secondary market. The Bank’s mortgage banking income consists primarily of revenue from premiums received on loans sold with servicing released, origination fees, and gains and losses on sold mortgages less related commission expense. The gains and losses resulting from the sales of loans with servicing retained are adjusted to recognize the present value of future servicing fee income over the estimated lives of the related loans. The following table shows the total residential loans that were closed and the amounts which were held in the portfolio and sold or held for sale in the secondary market during the periods indicated:

Table 11—Closed Residential Real Estate Loans



	Three Months Ended March 31
	2013		2012
	(Dollars in thousands)
Held in portfolio	$	4,038	$	13,105
Sold/held for sale in secondary market	94,083		65,653
Total closed loans	$	98,121	$	78,758

Included in the mortgage banking income results is the impact of the Bank’s mortgage servicing assets. Servicing assets are recognized as separate assets when rights are acquired through sale of loans with servicing rights retained. The principal balance of loans serviced by the Bank on behalf of investors amounted to $206.7 million at March 31, 2013 and $198.8 million at December 31, 2012. Upon sale, 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. 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. 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. The following table shows the adjusted cost of the servicing rights associated with these loans and the changes for the periods indicated:

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Table 12—Mortgage Servicing Asset



	Three Months Ended March 31
	2013			2012
	(Dollars in thousands)
Balance at beginning of period	$	899		$	1,098
Additions	177			29
Amortization	(124		)	(124		)
Change in valuation allowance	62			31
Balance at end of period *	$	1,014		$	1,034

* Fair value of the mortgage servicing asset is $1, 016 and $1,034 as of March 31, 2013 and 2012, respectively.

RESULTS OF OPERATIONS

The Company’s results of operations are largely dependent on net interest income, which is the difference between the interest earned on loans and securities and the interest paid on deposits and borrowings. The results of operations are also affected by the level of income/fees from loans, deposits, mortgage banking and investment management, as well as the level of operating expenses, provision for loan losses, provision for income taxes, and the relative levels of interest rates and economic activity.

The following table provides a summary of results of operations:

Table 13—Summary of Results of Operations



	Three Months Ended March 31
	2013			2012
	(Dollars in thousands)
Net Income	$	12,252		$	12,183
Diluted earnings per share	$	0.54		$	0.56
Return on average assets	0.88		%	1.00		%
Return on average equity	9.25		%	10.31		%
Stockholders’ equity as % of assets	9.40		%	9.60		%

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

On a fully tax equivalent basis, net interest income for the first quarter of 2013 increased $3.0 million, or 7.0%, to $45.1 million, when compared to the first quarter of 2012. The Company’s net interest margin was 3.58% for the quarter ended March 31, 2013 as compared to 3.82% for the quarter ended March 31, 2012. The Company’s interest rate spread was 3.42% and 3.65% for the first quarters of 2013 and 2012, respectively. The decline in the net interest margin is primarily the result of assets re-pricing in a lower rate environment without the ability to fully offset this impact through further reductions in funding costs and was also impacted by the absorption of Central's structurally lower margin.

The following tables present the Company’s daily average balances, net interest income, interest rate spread, and net interest margin for the three months ending March 31, 2013 and 2012. For purposes of the table and the following discussion, income from interest-earning assets and net interest income are presented on a fully-taxable equivalent basis by adjusting income and yields earned on tax-exempt interest received on securities and loans, to make them equivalent to income and yields on fully-taxable earning assets. The fully-taxable equivalent was calculated using the blended federal and state statutory tax rate.

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Table 14—Average Balance, Interest Earned/Paid & Average Yields



	Three Months Ended March 31
	2013						2012
	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	$	53,149	$	34	0.26	%	$	53,228	$	33	0.25	%
Securities
Trading assets	—		—		—	%	5,490		38		2.78	%
Taxable investment securities	523,550		3,529		2.73	%	530,323		4,489		3.40	%
Nontaxable investment securities (1)	916		18		7.97	%	2,493		49		7.91	%
Total securities	524,466		3,547		2.74	%	538,306		4,576		3.42	%
Loans held for sale	41,890		268		2.59	%	17,189		130		3.04	%
Loans (2)
Commercial and industrial	693,284		6,838		4.00	%	579,087		5,901		4.10	%
Commercial real estate (1)	2,121,824		23,729		4.54	%	1,848,121		22,734		4.95	%
Commercial construction	199,303		2,016		4.10	%	142,729		1,543		4.35	%
Small business	77,688		1,060		5.53	%	78,706		1,137		5.81	%
Total commercial	3,092,099		33,643		4.41	%	2,648,643		31,315		4.76	%
Residential real estate	572,715		5,837		4.13	%	410,604		4,466		4.37	%
Residential construction	7,902		81		4.16	%	11,622		130		4.50	%
Home equity	797,204		7,094		3.61	%	717,620		6,660		3.73	%
Total consumer real estate	1,377,821		13,012		3.83	%	1,139,846		11,256		3.97	%
Other consumer	25,884		561		8.79	%	38,698		771		8.01	%
Total loans	4,495,804		47,216		4.26	%	3,827,187		43,342		4.55	%
Total interest-earning assets	$	5,115,309	$	51,065	4.05	%	$	4,435,910	$	48,081	4.36	%
Cash and due from banks	68,653						58,226
Federal Home Loan Bank stock	41,045						35,275
Other assets	420,470						367,401
Total assets	$	5,645,477					$	4,896,812
Interest-bearing liabilities
Deposits
Savings and interest checking accounts	$	1,612,395	$	707	0.18	%	$	1,424,455	$	697	0.20	%
Money market	868,405		578		0.27	%	769,891		639		0.33	%
Time deposits	758,504		1,380		0.74	%	626,478		1,403		0.90	%
Total interest-bearing deposits	$	3,239,304	$	2,665	0.33	%	$	2,820,824	$	2,739	0.39	%
Borrowings
Federal Home Loan Bank and other borrowings	$	279,258	$	1,420	2.06	%	$	226,365	$	1,344	2.39	%
Wholesale repurchase agreements	50,000		286		2.32	%	50,000		289		2.32	%

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Customer repurchase agreements	147,966		49		0.13	%	158,489		110		0.28	%
Junior subordinated debentures	74,104		999		5.47	%	61,857		920		5.98	%
Subordinated debentures	30,000		539		7.29	%	30,000		541		7.25	%
Total borrowings	$	581,328	$	3,293	2.30	%	$	526,711	$	3,204	2.45	%
Total interest-bearing liabilities	$	3,820,632	$	5,958	0.63	%	$	3,347,535	$	5,943	0.71	%
Demand deposits	1,200,810						985,455
Other liabilities	86,769						88,598
Total liabilities	$	5,108,211					$	4,421,588
Stockholders' equity	537,266						475,224
Total liabilities and stockholders' equity	$	5,645,477					$	4,896,812
Net interest income (1)			$	45,107					$	42,138
Interest rate spread (3)					3.42	%					3.65	%
Net interest margin (4)					3.58	%					3.82	%
Supplemental information
Total deposits, including demand deposits	$	4,440,114	$	2,665			$	3,806,279	$	2,739
Cost of total deposits					0.24	%					0.29	%
Total funding liabilities, including demand deposits	$	5,021,442	$	5,958			$	4,332,990	$	5,943
Cost of total funding liabilities					0.48	%					0.55	%

(1)

The total amount of adjustment to present interest income and yield on a fully tax-equivalent basis is $245,000 and $285,000 for the three months ended March 31, 2013 and 2012, respectively. The FTE adjustment relating to nontaxable investment securities is $7,000 and $20,000, and relating to nontaxable industrial development bonds recorded within commercial real estate is $238,000 and $265,000, for the three months ended March 31, 2013 and 2012, 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.

The following table presents certain information on a fully tax-equivalent 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 15—Volume Rate Analysis



	Three Months Ended March 31
	2013 Compared To 2012									2012 Compared To 2011
	Change Due to Rate (1)			Change Due to Volume			Total Change			Change Due to Rate (1)			Change Due to Volume			Total Change
	(Dollars in thousands)
Income on interest-earning assets
Interest earning deposit, federal funds sold and short term investments	$	1		$	—		$	1		$	—		$	16		$	16
Securities
Trading assets	—			(38		)	(38		)	(5		)	(20		)	(25		)
Taxable securities	(903		)	(57		)	(960		)	(572		)	(369		)	(941		)
Nontaxable securities (2)	—			(31		)	(31		)	2			(144		)	(142		)
Total securities							(1,029		)							(1,108		)
Loans held for sale	(49		)	187			138			(14		)	25			11
Loans
Commercial and industrial	(227		)	1,164			937			(352		)	852			500
Commercial real estate (2)	(2,372		)	3,367			995			(1,774		)	1,311			(463		)
Commercial construction	(139		)	612			473			(87		)	220			133
Small business	(62		)	(15		)	(77		)	(19		)	(23		)	(42		)
Total commercial							2,328									128
Residential real estate	(392		)	1,763			1,371			(269		)	(664		)	(933		)
Residential construction	(7		)	(42		)	(49		)	(8		)	94			86
Home equity	(305		)	739			434			(46		)	1,084			1,038
Total consumer real estate							1,756									191
Other consumer	45			(255		)	(210		)	29			(487		)	(458		)
Total loans (2)(3)							3,874									(139		)
Total income of interest-earning assets							2,984									(1,220		)
Expense of interest-bearing liabilities
Deposits
Savings and interest checking accounts	$	(82	)	$	92		$	10		$	(143	)	$	80		$	(63	)
Money market	(143		)	82			(61		)	(196		)	50			(146		)
Time certificates of deposits	(319		)	296			(23		)	(403		)	(134		)	(537		)
Total interest bearing deposits							(74		)							(746		)
Borrowings
Federal Home Loan Bank and other borrowings	(238		)	314			76			66			(632		)	(566		)
Wholesale repurchase agreements	(3		)	—			(3		)	(230		)	—			(230		)
Customer repurchase agreements	(54		)	(7		)	(61		)	(53		)	31			(22		)
Junior subordinated debentures	(103		)	182			79			16			—			16
Subordinated debt	(2		)	—			(2		)	6			—			6
Total borrowings							89									(796		)
Total expense of interest-bearing liabilities							15									(1,542		)
Change in net interest income							$	2,969								$	322

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(1)	The changes for each category of interest income and expense are divided between the portion of change attributable to the variance in volume and the portion of the change attributable to the variances in rate for that category. The unallocated change in rate or volume variance has been allocated to the rate variances.

(2)


(3)	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 that is required to maintain an adequate level of allowance for loan losses. The provision for loan losses totaled $1.3 million for the three months ended March 31, 2013, compared with $1.6 million for the comparable year-ago period. The Company’s allowance for loan losses, as a percentage of total loans, was 1.16% at March 31, 2013, as compared to 1.15% at December 31, 2012. For the three months ended March 31, 2013, net loan charge-offs totaled $1.2 million, a decrease of $292,000 from the year ago comparative period.

The decrease in the amount of the provision for loan losses is the result of shifts in the composition of loan portfolio mix, as certain portfolios require different levels of allowance allocation based upon the risks associated with each portfolio, and portfolio growth of outstanding balances.

Regional and local general economic conditions continued to show improvement during the first quarter of 2013, as measured in terms of employment levels, statewide economic activity, and other regional economic indicators. Local residential real estate market fundamentals continued to improve during the first quarter of 2013 characterized by a higher level of home sales, lower inventory levels, and higher prices compared to the same period in 2012. Additionally, foreclosure activity continued to decline during early 2013. Regional commercial real estate market conditions were mixed, with some areas experiencing improving vacancy, absorption, and leasing rates, while other sub-markets remained stagnant. Leading economic indicators signal continued economic improvement through the first part of 2013; however, economic uncertainty persists, both domestically and abroad.

Management’s periodic evaluation of the adequacy of the 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.

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

Table 16—Noninterest Income



	Three Months Ended
	March 31				Change
	2013		2012		Amount			%
	(Dollars in thousands)
Deposit account fees	4,217		3,889		328			8.43	%
Interchange and ATM fees	2,328		2,368		(40		)	(1.69	)%
Investment management	3,884		3,563		321			9.01	%
Mortgage banking	2,281		1,330		951			71.50	%
Increase in cash surrender value of life insurance policies	746		713		33			4.63	%
Loan level derivative income	532		328		204			62.20	%
Other noninterest income	1,736		1,718		18			1.05	%
Total	$	15,724	$	13,909	$	1,815		13.05	%

Noninterest income amounted to $15.7 million during the three months ended March 31, 2013, a $1.8 million, or 13.1%, increase from the same period in the prior year. The primary reasons for the variances in the noninterest income category shown in the preceding table are noted below:

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Deposit account fees increased by $328,000, or 8.4%, mainly due to increased overdraft fees and the impact of the Central acquistion.

Investment management revenue increased by $321,000, or 9.0%. This increase is mainly due to an increase in assets under administration, which were $2.3 billion at March 31, 2013, an increase of $282.4 million, or 14.3%, as compared to the same period in the prior year. The increase is due to the general increases in the stock market and additional asset flows from new and existing clients.

Mortgage banking increased by $951,000, or 71.5%, reflective of strong mortgage originations and refinancing activity due to the low rate environment.

Loan level derivative activity income increased by $204,000, driven by increased activity by the Company's commercial customers.

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

Table 17—Noninterest Expense



	Three Months Ended March 31				Change
	2013		2012		Amount			%
	(Dollars in thousands)
Salaries and employee benefits	$	22,715	$	21,436	$	1,279		5.97	%
Occupancy and equipment expense	5,249		4,300		949			22.07	%
Merger and acquisition expense	1,345		—		1,345			100.00	%
Data processing and facilities management	1,184		1,175		9			0.77	%
Advertising	1,172		738		434			58.81	%
FDIC Assessment	821		749		72			9.61	%
Consulting expense	710		626		84			13.42	%
Software maintenance	681		476		205			43.07	%
Debit card expense	670		559		111			19.86	%
Telecommunications	655		618		37			5.99	%
Legal fees	503		647		(144		)	(22.26	)%
Other noninterest expenses	7,215		6,034		1,181			19.57	%
Total	$	42,920	$	37,358	$	5,562		14.89	%

Noninterest expense increased by $5.6 million, or 14.9%, during the three months ended March 31, 2013, as compared to the same period in the prior year. The primary reasons for the variances in the noninterest expense category shown in the preceding table are noted below:

Salaries and employee benefits increased by $1.3 million, or 6.0%, attributable to salary merit increases and the inclusion of Central Bank's employee base following the previously announced acquisition of Central Bancorp, Inc., which closed in the fourth quarter of 2012.

Occupancy and equipment expense increased by $949,000, or 22.07%, partly due to the acquired Central facilities combined with an increase in winter related costs and utility expenses , following an unusually tough winter.

Advertising expense increased by $434,000, or 58.8% due to timing of new marketing campaigns.

Merger and acquisition expenses were $1.3 million for the first quarter relating to the Central acquisition.

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Other noninterest expense increased by $1.2 million, or 19.6%, driven primarily by increases in OREO valuation write-off of $487,000, mortgage operations expense of $302,000 due to the outsourcing of certain functions, foreclosure expense of $206,000, and internet banking expense of $190,000 due to the Company's conversion to a new platform.

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 18 - Tax Provision and Applicable Tax Rates



	Three Months Ended
	March 31
	2013			2012
	(Dollars in thousands)
Combined federal and state income tax provisions	$	4,114		$	4,621
Effective income tax rates	25.14		%	27.50		%
Blended federal and state statutory tax rate	40.85		%	40.85		%

The effective income tax rates are lower than the blended statutory tax rates, 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 (“NMTC”) program.

As of March 31, 2013, the Company has been awarded a total of $191.0 million in tax credit allocation authority under the federal New Markets Tax Credit Program. Tax credits are eligible to be recognized over a seven year period totaling 39.0% of the total award, as capital is invested into a subsidiary which will lend to qualifying businesses in low income communities. The Company anticipates investing $44.6 million in 2013 which will bring the entire investment to $191.0 million by the end of 2013 and, accordingly, recognizing tax credits totaling $74.5 million. The following table details the tax credit recognition by year associated with this program:

Table 19—New Markets Tax Credit Recognition Schedule



Investment		Prior Years		2013		2014		2015		2016		2017		Thereafter		Total Credits
		(Dollars in thousands)
2004	$15.0 M	$	5,850	$	—	$	—	$	—	$	—	$	—	$	—	$	5,850
2005	15.0 M	5,850		—		—		—		—		—		—		5,850
2007	38.2 M	12,606		2,292		—		—		—		—		—		14,898
2008	6.8 M	1,836		408		408		—		—		—		—		2,652
2009	10.0 M	2,100		600		600		600		—		—		—		3,900
2010	40.0 M	6,000		2,400		2,400		2,400		2,400		—		—		15,600
2012	21.4 M	1,071		1,071		1,071		1,285		1,285		1,285		1,285		8,353
2013*	44.6 M	—		2,229		2,229		2,229		2,675		2,675		5,350		17,387
Total	191.0 M	$	35,313	$	9,000	$	6,708	$	6,514	$	6,360	$	3,960	$	6,635	$	74,490

* Amount anticipated to be invested in 2013.

Deferred tax assets generally represent items that can be used as a tax deduction or credit in future income tax returns, for which a financial statement tax benefit has already been recognized. The realization of the net deferred tax asset generally depends upon future levels of taxable income and the existence of prior years’ taxable income to which “carry-back” refund claims could be made. If current available information raises doubt as to the realization of the deferred tax assets, a valuation allowance is established. Deferred tax assets are measured using enacted tax rates expected to apply to taxable income in the years in which the temporary differences are expected to be recovered or settled. The effect of a change in enacted tax rates on the deferred tax

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assets is recognized in income in the period that includes the enactment date. The Company had no recorded tax valuation allowance as of March 31, 2013 and 2012.

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, reputation risk, strategic risk, market risk and liquidity risk. The Board of Directors has approved a Risk Management Policy that addresses each category of risk. The Chief Executive Officer, Chief Financial Officer, Chief Technology, Residential Lending and Operations 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 will 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 customers may not repay loans or other contractual obligations according to their terms due to a decline in their credit quality. 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 borrowers 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, disasters and security risks. 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 events occur that warrant reporting to the Board more frequently. The committee is chaired by the Chief Technology and Operations Officer and members of the Committee include representatives from Audit, Finance, Technology, Compliance, Information Security 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, and 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.

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 in business, markets and products. Mitigation of strategic and/or reputational risk is achieved through robust annual strategic planning and 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 and a philosophy of customer advocacy, a structured process of customer complaint resolution, and ongoing reputational monitoring 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

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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.

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 March 31, 2013 included five instantaneous parallel shifts (“shock”) to market interest rates and four gradual (12 to 24 months) shifts in interest rates:

Table 20—Interest Rate Sensitivity



	March 31
	2013		2012
Parallel rate shocks (basis points)
-100	0.2	%	(0.2	)%
+100	4.2	%	2.9	%
+200	8.2	%	6.1	%
+300	12.2	%	9.3	%
+400	16.0	%	12.5	%

Gradual rate shifts (basis points)
-100 over 12 months	0.6	%	0.5	%
+200 over 12 months	3.5	%	2.4	%
+400 over 24 months	3.5	%	2.4	%
Flat +500 over 12 months	4.4	%	2.9	%

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 decline by less than 15.0%. The Company was within policy limits at March 31, 2013 and 2012. 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 quicker 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 three months ended March 31, 2013 were (i) the shape of the U.S. Government securities and interest rate swap yield curve, (ii) the level of U.S. prime interest rate and LIBOR rates, and (iii) 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

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interest rate thresholds are realized. The amounts relating to the notional principal amount are not actually exchanged. See Note 8, “Derivatives 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 manages the interest rate risk inherent in its mortgage banking operations by entering into forward sales contracts. An increase in market interest rates between the time the Company commits to terms on a loan and the time the Company ultimately sells the loan in the secondary market will have the effect of reducing the gain (or increasing the loss) the Company records on the sale. The Company attempts to mitigate this risk by entering into forward sales commitments in amounts sufficient to cover all closed loans and interest rate-locked loan commitments.

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, as well as changes in the fair value of trading securities, if any. (See Note 3, “Securities” within the Notes to the 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 (ALCO). The Company’s primary measure of short-term liquidity is the Basic Surplus/Deficit as a percentage of assets. This ratio, which is an analysis of the relationship between liquid assets and short-term liabilities relative to total assets, was within policy limits at March 31, 2013. The Basic Surplus 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 Basic Surplus measure, whereas, an increase in loans, with no increase in deposits, will decrease the measure. Other factors affecting the Basic Surplus 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 dated indicated:

Table 21—Sources of Liquidity



	March 31, 2013						December 31, 2012
	Outstanding		Additional Borrowing Capacity				Outstanding		Additional Borrowing Capacity
	(Dollars in thousands)
Federal Home Loan Bank of Boston	$	262,091	$	625,568			$	271,569	$	661,922
Federal Reserve Bank of Boston	—		773,491				—		766,195
Unpledged Securities	—		161,406				—		114,953
Wholesale repurchase agreements	50,000		—		(1	)	50,000		—		(1	)
Customer repurchase agreements	129,618		—		(1	)	153,359		—		(1	)
Junior subordinated debentures	74,073		—		(1	)	74,127		—		(1	)
Subordinated debt	30,000		—		(1	)	30,000		—		(1	)
Parent Company line of credit	5,000		15,000				12,000		8,000
Brokered deposits (2)	119,231		—		(1	)	96,033		—		(1	)
	$	670,013	1,575,465				$	687,088	$	1,551,070


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


(2)	Inclusive of $95.4 million and $72.2 million of brokered deposits acquired through participation in the Certificate of Deposit Account Registry Service program as of March 31, 2013 and December 31, 2012, respectively.

In addition to policies used for managing operational liquidity, the Board of Directors and the Asset/Liability Committee of the Bank 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 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 March 31, 2013. Please refer to the 2012 Form 10-K for a complete table of contractual obligations, commitments, contingencies and 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 March 31, 2013. Please refer to the 2012 Form 10-K for a complete table of contractual obligations, commitments, contingencies, and off-balance sheet financial instruments.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

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

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 Rule 13a-15(e) promulgated under the Exchange Act. Based upon that

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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 through the first quarter of 2013 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

The Company is not involved in any legal proceedings other than routine legal proceedings occurring in the ordinary course of business or other matters not considered to be material. Management believes that those legal proceedings involve, in the aggregate, amounts that are immaterial to the Company’s financial condition and results of operations.

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 2012 Annual Report on Form 10-K, 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 March 31, 2013:



	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
January 1 to January 31, 2013	—	—		—	—
February 1 to February 28, 2013	16,164	$	31.36	—	—
March 1 to March 31, 2013	—	—		—	—
Total	16,164			—


(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—None

Item 5. Other Information—None

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Item 6. Exhibits

Exhibits Index



No.	Exhibit
2.1	Agreement and Plan of Merger dated April 30, 2012 with Central Bancorp, Inc. is incorporated by reference to Form 8-K filed on May 3, 2012.
3.(i)	Restated Articles of Organization, as adopted May 20, 2010, incorporated by reference to Form 8-K filed on May 24, 2010.



3.(ii)	Amended and Restated Bylaws of the Company, incorporated by reference to Form 8-K filed on May 24, 2010.
4.1	Specimen Common Stock Certificate, incorporated by reference to Form 10-K for the year ended December 31, 1992.
4.2	Specimen preferred Stock Purchase Rights Certificate, incorporated by reference to Form 8-A Registration Statement filed on November 5, 2001.
4.3	Indenture of Registrant relating the Junior Subordinated Debt Securities issued to Independent Capital Trust V is incorporated by reference to Form 10-K for the year ended December 31, 2006 filed on February 28, 2007.
4.4	Form of Certificate of Junior Subordinated Debt Security for Independent Capital Trust V (included as Exhibit A to Exhibit 4.9)
4.5	Amended and Restated Declaration of Trust for Independent Capital Trust V is incorporated by reference to Form 10-K for the year ended December 31, 2006 filed on February 28, 2007.
4.6	Form of Capital Security Certificate for Independent Capital Trust V (included as Exhibit A-1 to Exhibit 4.9).
4.7	Guarantee Agreement relating to Independent Capital Trust V is incorporated by reference to Form 10-K for the year ended December 31, 2006 filed on February 28, 2007.
4.8	Forms of Capital Securities Purchase Agreements for Independent Capital Trust V is incorporated by reference to Form 10-K for the year ended December 31, 2006 filed on February 28, 2007.
4.9	Subordinated Debt Purchase Agreement between USB Capital Resources and Rockland Trust Company dated as of August 27, 2008 is incorporated by reference to Form 8-K filed on September 2, 2008.
4.10	Rockland Trust Company Employee Savings, Profit Sharing and Stock Ownership Plan incorporated by reference to Form S-8 filed on April 16, 2010.
4.11	Independent Bank Corp. 2010 Dividend Reinvestment and Stock Purchase Plan incorporated by reference to Form S-3 filed on August 24, 2010.
10.1	Independent Bank Corp. 1996 Nonemployee Directors’ Stock Option Plan incorporated by reference to Definitive Proxy Statement for the 1996 Annual Meeting of Stockholders filed on March 19, 1996.
10.2	Independent Bank Corp. 1997 Employee Stock Option Plan incorporated by reference to the Definitive Proxy Statement for the 1997 Annual Meeting of Stockholders filed on March 20, 1997.

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10.3	Independent Bank Corp. Amended and Restated 2005 Employee Stock Plan incorporated by reference to Form S-8 filed on June 17, 2011.
10.4	Renewal Rights Agreement dated as of September 14, 2000 by and between the Company and Rockland Trust, as Rights Agent, is incorporated by reference to Form 8-K filed on October 23, 2000.
10.5	Independent Bank Corp. Deferred Compensation Program for Directors (restated as amended as of December 1, 2000) is incorporated by reference to Form 10-K for the year ended December 31, 2000.
10.6	Master Securities Repurchase Agreement, incorporated by reference to Form S-1 Registration Statement filed on September 18, 1992.
10.7	Revised employment agreements between Christopher Oddleifson, Raymond G. Fuerschbach, Edward F. Jankowski, Jane L. Lundquist, Gerard F. Nadeau, Edward H. Seksay, and Denis K. Sheahan and the Company and/or Rockland Trust and a Rockland Trust Company amended and restated Supplemental Executive Retirement Plan dated November 20, 2008 are incorporated by reference to Form 8-K filed on November 21, 2008.
10.8	Specimen forms of stock option agreements for the Company’s Chief Executive and other executive officers are incorporated by reference to Form 8-K filed on December 20, 2005.
10.9	On-Site Outsourcing Agreement by and between Fidelity Information Services, Inc. and Independent Bank Corp., effective as of November 1, 2004 is incorporated by reference to Form 10-K for the year ended December 31, 2004 filed on March 4, 2005. Amendment to On-Site Outsourcing Agreement incorporated by reference to Form 8-K filed on May 7, 2008.
10.10	Independent Bank Corp. entered into a revolving credit facility with PNC Bank NA allowing the Company to borrow, repay and reborrow up to $20 million on or prior to October 18, 2013. The letter agreement is incorporated by reference to Form 8-K filed on October 25, 2012.
10.11	Independent Bank Corp. 2006 Nonemployee Director Stock Plan incorporated by reference to Form S-8 filed on April 17, 2006.
10.12	Independent Bank Corp. 2006 Stock Option Agreement for Nonemployee Director is incorporated by reference to Form 10-Q filed on May 9, 2006.
10.13	Independent Bank Corp. 2006 Restricted Stock Agreement for Nonemployee Director is incorporated by reference to Form 10-Q filed on May 9, 2006.

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10.14	New Markets Tax Credit program Allocation Agreement between the Community Development Financial Institutions Fund of the United States Department of the Treasury and Rockland Community Development with an Allocation Effective Date of September 22, 2004 is incorporated by reference to Form 8-K filed on October 14, 2004.
10.15	New Markets Tax Credit program Allocation Agreement between the Community Development Financial Institutions Fund of the United States Department of the Treasury and Rockland Community Development with an Allocation Effective Date of January 9, 2007 is incorporated by reference to Form 10-K for the year ended December 31, 2006 filed on February 28, 2007.
10.16	New Markets Tax Credit program Allocation Agreement between the Community Development Financial Institutions Fund of the United States Department of the Treasury and Rockland Community Development with an Allocation Effective Date of June 18, 2009 is incorporated by reference to the third quarter 2009 Form 10-Q.
10.17	New Markets Tax Credit program Allocation Agreement between the Community Development Financial Institutions Fund of the United States Department of the Treasury and Rockland Community Development with an Allocation Effective Date of April 17, 2012 is incorporated by reference to form 8-K filed on April 26, 2012.
10.18	Item Processing and Other Services Agreement dated and effective as of May 11, 2012 by and between Fidelity Information Services, Inc. and Independent Bank Corp. is incorporated by reference to Form 8-K/A filed on July 24, 2012.
10.19	Independent Bank Corp. 2010 Nonemployee Director Stock Plan, incorporated by reference to Form 8-K filed May 24, 2010.
10.2	Independent Bank Corp. 2010 Stock Option Agreement for Nonemployee Director, incorporated by reference to Form 8-K filed May 24, 2010.
10.21	Independent Bank Corp. 2010 Restricted Stock Agreement for Nonemployee Director, incorporated by reference to Form 8-K filed May 24, 2010.
10.22	Master Data Processing Services Agreement dated and effective as of May 15, 2012 between Rockland Trust Company and Q2 Software, Inc., incorporated by reference to Form 8-K/A filed July 18, 2012.
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.INS	XBRL Instance Document +
101.SCH	XBRL Taxonomy Extension Schema Document +
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document +



101.DEF	XBRL Taxonomy Extension Definition Linkbase Document +
101. LAB	XBRL Taxonomy Extension Label Linkbase Documents +
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document +



*	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)



Date: May 7, 2013		/s/ Christopher Oddleifson
		Christopher Oddleifson President and Chief Executive Officer (Principal Executive Officer)



Date: May 7, 2013		/s/ Denis K. Sheahan
		Denis K. Sheahan Chief Financial Officer (Principal Financial Officer)

INDEPENDENT BANK CORP.

(registrant)