BOSTON PRIVATE FINANCIAL HOLDINGS INC (Form: 10-Q, Received: 11/07/2017 16:51:18)

Large accelerated filer x

Accelerated filer o

Non-accelerated filer o

(Do not check if a smaller reporting company)

Smaller reporting company o

Emerging growth company o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)


x	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2017


o	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to .

Commission File Number: 0-17089

BOSTON PRIVATE FINANCIAL HOLDINGS, INC.

(Exact name of registrant as specified in its charter)




Commonwealth of Massachusetts	04-2976299
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification Number)

Ten Post Office Square Boston, Massachusetts	02109
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (617) 912-1900

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 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, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

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

APPLICABLE ONLY TO CORPORATE ISSUERS

Indicate the number of shares outstanding of each of the issuer’s classes of common stock as of November 3, 2017 :



Common Stock, Par Value $1.00 Per Share	84,240,520
(class)	(outstanding)

BOSTON PRIVATE FINANCIAL HOLDINGS, INC.

FORM 10-Q

TABLE OF CONTENTS



PART I—FINANCIAL INFORMATION
Item 1	Financial Statements (Unaudited)	1
	Consolidated Balance Sheets	1
	Consolidated Statements of Operations	2
	Consolidated Statements of Comprehensive Income	4
	Consolidated Statements of Changes in Shareholders’ Equity	5
	Consolidated Statements of Cash Flows	6
	Notes to Unaudited Consolidated Financial Statements	8
Item 2	Management’s Discussion and Analysis of Financial Condition and Results of Operations	46
	Executive Summary	47
	Critical Accounting Policies	48
	Results of Operations	48
	Financial Condition	56
	Condensed Consolidated Balance Sheets and Discussion	56
	Loan Portfolio and Credit Quality	59
	Liquidity	64
	Capital Resources	66
	Recent Accounting Pronouncements	68
Item 3	Quantitative and Qualitative Disclosures about Market Risk	68
Item 4	Controls and Procedures	68
PART II—OTHER INFORMATION
Item 1	Legal Proceedings	70
Item 1A	Risk Factors	70
Item 2	Unregistered Sales of Equity Securities and Use of Proceeds	70
Item 3	Defaults upon Senior Securities	71
Item 4	Mine Safety Disclosure s	71
Item 5	Other Information	71
Item 6	Exhibits	71
	Signature Page	72
	Certifications

PART I. FINANCIAL INFORMATION, ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS



BOSTON PRIVATE FINANCIAL HOLDINGS, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (Unaudited)
	September 30, 2017			December 31, 2016
	(In thousands, except share and per share data)
Assets:
Cash and cash equivalents	$	110,440		$	106,557
Investment securities available-for-sale (amortized cost of $1,196,635 and $1,283,161 at September 30, 2017 and December 31, 2016, respectively)	1,189,827			1,264,132
Investment securities held-to-maturity (fair value of $83,878 and $92,604 at September 30, 2017 and December 31, 2016, respectively)	84,090			93,079
Stock in Federal Home Loan Bank and Federal Reserve Bank	61,714			44,077
Loans held for sale	1,957			3,464
Total loans	6,413,201			6,114,354
Less: Allowance for loan losses	74,873			78,077
Net loans	6,338,328			6,036,277
Other real estate owned (“OREO”)	—			1,690
Premises and equipment, net	36,546			31,827
Goodwill	142,554			142,554
Intangible assets, net	22,447			26,725
Fees receivable	12,560			13,400
Accrued interest receivable	21,823			20,479
Deferred income taxes, net	46,088			55,460
Other assets	201,024			130,753
Total assets	$	8,269,398		$	7,970,474
Liabilities:
Deposits	$	6,262,347		$	6,085,146
Securities sold under agreements to repurchase	59,903			59,624
Federal funds purchased	70,000			80,000
Federal Home Loan Bank borrowings	812,773			734,205
Junior subordinated debentures	106,363			106,363
Other liabilities	127,069			119,683
Total liabilities	7,438,455			7,185,021
Redeemable Noncontrolling Interests	15,882			16,972
Shareholders’ Equity:
Preferred stock, $1.00 par value; authorized: 2,000,000 shares; Series D, 6.95% Non-Cumulative Perpetual, issued and outstanding: 50,000 shares at September 30, 2017 and December 31, 2016; liquidation preference: $1,000 per share	47,753			47,753
Common stock, $1.00 par value; authorized: 170,000,000 shares; issued and outstanding: 84,082,250 shares at September 30, 2017 and 83,731,769 shares at December 31, 2016	84,082			83,732
Additional paid-in capital	606,802			597,454
Retained earnings	76,455			47,929
Accumulated other comprehensive income/ (loss)	(4,823		)	(12,548		)
Total Company’s shareholders’ equity	810,269			764,320
Noncontrolling interests	4,792			4,161
Total shareholders’ equity	815,061			768,481
Total liabilities, redeemable noncontrolling interests and shareholders’ equity	$	8,269,398		$	7,970,474

See accompanying notes to consolidated financial statements.



BOSTON PRIVATE FINANCIAL HOLDINGS, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)
	Three months ended September 30,						Nine months ended September 30,
	2017			2016			2017			2016
	(In thousands, except share and per share data)
Interest and dividend income:
Loans	$	58,096		$	50,074		$	169,468		$	149,851
Taxable investment securities	1,569			1,537			4,831			4,638
Non-taxable investment securities	1,664			1,444			4,925			4,234
Mortgage-backed securities	3,267			3,079			10,266			9,126
Federal funds sold and other	916			469			2,347			1,381
Total interest and dividend income	65,512			56,603			191,837			169,230
Interest expense:
Deposits	5,356			4,163			14,836			12,420
Federal Home Loan Bank borrowings	2,657			1,929			7,257			6,021
Junior subordinated debentures	761			591			2,148			1,753
Repurchase agreements and other short-term borrowings	111			49			182			117
Total interest expense	8,885			6,732			24,423			20,311
Net interest income	56,627			49,871			167,414			148,919
Provision/ (credit) for loan losses	(432		)	(138		)	(6,727		)	(5,806		)
Net interest income after provision/ (credit) for loan losses	57,059			50,009			174,141			154,725
Fees and other income:
Investment management fees	11,274			10,717			33,194			32,002
Wealth advisory fees	13,279			12,750			39,063			38,013
Wealth management and trust fees	11,619			10,826			33,606			32,950
Other banking fee income	2,726			3,447			6,384			9,662
Gain on sale of loans, net	169			156			366			562
Gain/ (loss) on sale of investments, net	230			273			486			519
Gain/ (loss) on OREO, net	—			137			(46		)	417
Other	970			1,706			1,738			704
Total fees and other income	40,267			40,012			114,791			114,829
Operating expense:
Salaries and employee benefits	45,168			40,924			134,486			124,098
Occupancy and equipment	11,283			9,521			32,711			29,036
Professional services	3,308			2,290			9,728			8,820
Marketing and business development	2,216			1,623			5,847			5,604
Contract services and data processing	1,608			1,865			4,829			5,281
Amortization of intangibles	1,426			1,568			4,278			4,740
FDIC insurance	647			722			2,292			2,757
Restructuring	—			—			—			2,017
Other	3,690			3,157			11,776			10,757
Total operating expense	69,346			61,670			205,947			193,110
Income before income taxes	27,980			28,351			82,985			76,444
Income tax expense	8,289			8,652			24,805			23,716
Net income from continuing operations	19,691			19,699			58,180			52,728
Net income from discontinued operations	1,186			1,047			3,881			4,357
Net income before attribution to noncontrolling interests	20,877			20,746			62,061			57,085
(Continued)



BOSTON PRIVATE FINANCIAL HOLDINGS, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)
	Three months ended September 30,						Nine months ended September 30,
	2017			2016			2017			2016
Less: Net income attributable to noncontrolling interests	1,074			1,110			3,190			3,010
Net income attributable to the Company	$	19,803		$	19,636		$	58,871		$	54,075
Adjustments to net income attributable to the Company to arrive at net income attributable to common shareholders	$	(1,146	)	$	(1,006	)	$	(2,889	)	$	(2,265	)
Net income attributable to common shareholders for earnings per share calculation	$	18,657		$	18,630		$	55,982		$	51,810
Basic earnings per share attributable to common shareholders:
From continuing operations:	$	0.21		$	0.22		$	0.63		$	0.58
From discontinued operations:	$	0.01		$	0.01		$	0.05		$	0.05
Total attributable to common shareholders:	$	0.23		$	0.23		$	0.68		$	0.64
Weighted average basic common shares outstanding	82,556,225			81,301,499			82,270,849			81,280,014
Diluted earnings per share attributable to common shareholders:
From continuing operations:	$	0.21		$	0.21		$	0.61		$	0.57
From discontinued operations:	$	0.01		$	0.01		$	0.05		$	0.05
Total attributable to common shareholders:	$	0.22		$	0.22		$	0.66		$	0.62
Weighted average diluted common shares outstanding	84,888,311			83,562,283			84,741,172			83,430,480

See accompanying notes to consolidated financial statements.



BOSTON PRIVATE FINANCIAL HOLDINGS, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Unaudited)
	Three months ended September 30,						Nine months ended September 30,
	2017			2016			2017			2016
	(In thousands)
Net income attributable to the Company	$	19,803		$	19,636		$	58,871		$	54,075
Other comprehensive income/ (loss), net of tax:
Unrealized gain/ (loss) on securities available-for-sale	1,114			(2,976		)	7,588			12,322
Reclassification adjustment for net realized (gain)/ loss included in net income	(141		)	(172		)	(293		)	(330		)
Net unrealized gain/ (loss) on securities available-for-sale	973			(3,148		)	7,295			11,992
Unrealized gain/ (loss) on cash flow hedges	70			379			(140		)	(1,119		)
Reclassification adjustment for net realized (gain)/ loss included in net income	172			249			558			761
Net unrealized gain/ (loss) on cash flow hedges	242			628			418			(358		)
Net unrealized gain/ (loss) on other	—			—			12			—
Other comprehensive income/ (loss), net of tax	1,215			(2,520		)	7,725			11,634
Total comprehensive income attributable to the Company, net	$	21,018		$	17,116		$	66,596		$	65,709

See accompanying notes to consolidated financial statements.



BOSTON PRIVATE FINANCIAL HOLDINGS, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY (Unaudited)
	Preferred Stock		Common Stock			Additional Paid-in Capital			Retained Earnings			Accumulated Other Comprehensive Income/ (Loss)			Non- controlling Interests		Total
	(In thousands, except share data)
Balance, December 31, 2015	$	47,753	$	83,411		$	600,670		$	12,886		$	(1,500	)	$	3,393	$	746,613
Net income attributable to the Company	—		—			—			54,075			—			—		54,075
Other comprehensive income/ (loss), net	—		—			—			—			11,634			—		11,634
Dividends paid to common shareholders: $0.30 per share	—		—			—			(24,940		)	—			—		(24,940		)
Dividends paid to preferred shareholders	—		—			—			(2,606		)	—			—		(2,606		)
Net change in noncontrolling interests	—		—			—			—			—			389		389
Repurchase of 684,442 shares of common stock	—		(684		)	(7,336		)	—			—			—		(8,020		)
Net proceeds from issuance of:
165,934 shares of common stock	—		166			1,413			—			—			—		1,579
591,234 shares of incentive stock grants, net of 326,834 shares canceled or forfeited and 63,235 shares withheld for employee taxes	—		201			(939		)	—			—			—		(738		)
Amortization of stock compensation and employee stock purchase plan	—		—			2,186			—			—			—		2,186
Stock options exercised	—		101			688			—			—			—		789
Tax benefit/ (deficiency) from certain stock compensation awards	—		—			(728		)	—			—			—		(728		)
Other equity adjustments	—		—			1,255			—			—			—		1,255
Balance at September 30, 2016	$	47,753	$	83,195		$	597,209		$	39,415		$	10,134		$	3,782	$	781,488

Balance, December 31, 2016	$	47,753	$	83,732		$	597,454		$	47,929		$	(12,548	)	$	4,161	$	768,481
Net income attributable to the Company	—		—			—			58,871			—			—		58,871
Other comprehensive income/ (loss), net	—		—			—			—			7,725			—		7,725
Dividends paid to common shareholders: $0.33 per share	—		—			—			(27,739		)	—			—		(27,739		)
Dividends paid to preferred shareholders	—		—			—			(2,606		)	—			—		(2,606		)
Net change in noncontrolling interests	—		—			—			—			—			631		631
Net proceeds from issuance of:
140,284 shares of common stock	—		140			1,461			—			—			—		1,601
90,848 incentive stock grant shares canceled or forfeited and 62,087 shares withheld for employee taxes	—		(153		)	(816		)	—			—			—		(969		)
Exercise of warrants	—		261			1,618			—			—			—		1,879
Amortization of stock compensation and employee stock purchase plan	—		—			6,183			—			—			—		6,183
Stock options exercised	—		102			725			—			—			—		827
Other equity adjustments	—		—			177			—			—			—		177
Balance at September 30, 2017	$	47,753	$	84,082		$	606,802		$	76,455		$	(4,823	)	$	4,792	$	815,061

See accompanying notes to consolidated financial statements.



BOSTON PRIVATE FINANCIAL HOLDINGS, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
	Nine months ended September 30,
	2017			2016
	(In thousands)
Cash flows from operating activities:
Net income attributable to the Company	$	58,871		$	54,075
Adjustments to arrive at net income from continuing operations
Net income attributable to noncontrolling interests	3,190			3,010
Less: Net income from discontinued operations	(3,881		)	(4,357		)
Net income from continuing operations	58,180			52,728
Adjustments to reconcile net income from continuing operations to net cash provided by/ (used in) operating activities:
Depreciation and amortization	15,835			16,997
Net income attributable to noncontrolling interests	(3,190		)	(3,010		)
Stock compensation, net of cancellations	6,183			2,186
Provision/ (credit) for loan losses	(6,727		)	(5,806		)
Loans originated for sale	(38,099		)	(61,768		)
Proceeds from sale of loans held for sale	39,972			65,086
Deferred income tax expense/ (benefit)	4,141			3,721
Net decrease/ (increase) in other operating activities	(9,407		)	(2,134		)
Net cash provided by/ (used in) operating activities of continuing operations	66,888			68,000
Net cash provided by/ (used in) operating activities of discontinued operations	3,881			4,357
Net cash provided by/ (used in) operating activities	70,769			72,357
Cash flows from investing activities:
Available-for-sale investment securities:
Purchases	(138,623		)	(323,271		)
Sales	119,238			41,961
Maturities, calls, redemptions, and principal payments	100,065			131,245
Held-to-maturity investment securities:
Purchases	(14,945		)	—
Maturities and principal payments	23,541			16,907
(Investments)/ distributions in trusts, net	(747		)	(539		)
Purchase of additional Bank Owned Life Insurance (“BOLI”)	(50,000		)	—
(Purchase)/ redemption of Federal Home Loan Bank and Federal Reserve Bank stock	(17,637		)	(903		)
Net (increase)/ decrease in portfolio loans	(298,304		)	(156,688		)
Proceeds from recoveries of loans previously charged-off	4,082			8,347
Proceeds from sale of OREO	1,644			1,337
Capital expenditures, net of sale proceeds	(10,769		)	(7,099		)
Net cash provided by/ (used in) investing activities of continuing operations	(282,455		)	(288,703		)
Net cash provided by/ (used in) investing activities	(282,455		)	(288,703		)
(Continued)



BOSTON PRIVATE FINANCIAL HOLDINGS, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
	Nine months ended September 30,
	2017			2016
Cash flows from financing activities:
Net increase/ (decrease) in deposits	177,201			(122,406		)
Net increase/ (decrease) in securities sold under agreements to repurchase	279			19,251
Net increase/ (decrease) in federal funds purchased	(10,000		)	125,000
Net increase/ (decrease) in short-term Federal Home Loan Bank borrowings	110,000			95,000
Advances of long-term Federal Home Loan Bank borrowings	50,110			67,179
Repayments of long-term Federal Home Loan Bank borrowings	(81,542		)	(100,822		)
Dividends paid to common shareholders	(27,739		)	(24,940		)
Dividends paid to preferred shareholders	(2,606		)	(2,606		)
Proceeds from warrant exercises	1,879			—
Repurchase of common stock	—			(8,020		)
Tax benefit/ (deficiency) from certain stock compensation awards	—			(728		)
Proceeds from stock option exercises	827			789
Proceeds from issuance of common stock, net	632			841
Distributions paid to noncontrolling interests	(3,197		)	(2,905		)
Other equity adjustments	(275		)	(350		)
Net cash provided by/ (used in) financing activities of continuing operations	215,569			45,283
Net cash provided by/ (used in) financing activities	215,569			45,283
Net increase/ (decrease) in cash and cash equivalents	3,883			(171,063		)
Cash and cash equivalents at beginning of year	106,557			238,694
Cash and cash equivalents at end of period	$	110,440		$	67,631
Supplementary schedule of non-cash investing and financing activities:
Cash paid for interest	$	23,681		$	20,489
Cash paid for income taxes, (net of refunds received)	32,051			27,554
Change in unrealized gain/ (loss) on available-for-sale securities, net of tax	7,295			11,992
Change in unrealized gain/ (loss) on cash flow hedges, net of tax	418			(358		)
Change in unrealized gain/ (loss) on other, net of tax	12			—
Non-cash transactions:
Loans transferred into other real estate owned from loan portfolio	—			1,944
Loans charged-off	(559		)	(3,372		)
Premises and equipment transferred into/ (out of) other assets held for sale	—			891
Deposits transferred into/ (out of) held for sale	—			105,788

See accompanying notes to consolidated financial statements.

BOSTON PRIVATE FINANCIAL HOLDINGS, INC. AND SUBSIDIARIES

Notes to Unaudited Consolidated Financial Statements

1. Basis of Presentation and Summary of Significant Accounting Policies

Boston Private Financial Holdings, Inc. (the “Company” or “BPFH”), is a bank holding company (the “Holding Company”) with four reportable segments: Private Banking, Wealth Management and Trust, Investment Management, and Wealth Advisory.

The Private Banking segment is comprised of the banking operations of Boston Private Bank & Trust Company (the “Bank” or “Boston Private Bank”), a trust company chartered by The Commonwealth of Massachusetts, insured by the Federal Deposit Insurance Corporation (the “FDIC”), and a wholly-owned subsidiary of the Company. On July 28, 2017, Boston Private Bank became a member of the Federal Reserve Bank of Boston. Boston Private Bank currently operates in three geographic markets: New England, the San Francisco Bay Area, and Southern California.

The Wealth Management and Trust segment is comprised of the operations of Boston Private Wealth LLC (“Boston Private Wealth”), a wholly-owned subsidiary of Boston Private Bank, and the trust operations of Boston Private Bank. The segment offers investment management, wealth management, family office, and trust services to individuals, families, and institutions. The Wealth Management and Trust segment operates in New England; South Florida; California; and Madison, Wisconsin.

The Investment Management segment has two consolidated affiliates, consisting of Dalton, Greiner, Hartman, Maher & Co., LLC (“DGHM”) and Anchor Capital Advisors, LLC (“Anchor”) (together, the “Investment Managers”).

The Wealth Advisory segment has two consolidated affiliates, consisting of KLS Professional Advisors Group, LLC (“KLS”) and Bingham, Osborn & Scarborough, LLC (“BOS”) (together, the “Wealth Advisors” and, together with the Wealth Management and Trust and Investment Management segments, the “Wealth and Investment businesses”).

The Company conducts substantially all of its business through its four reportable segments. All significant intercompany accounts and transactions have been eliminated in consolidation.

The unaudited interim consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”), and include all necessary adjustments of a normal recurring nature which, in the opinion of management, are required for a fair presentation of the results of operations and financial condition of the Company. The interim results of consolidated operations are not necessarily indicative of the results for the entire year.

The information in this report should be read in conjunction with the consolidated financial statements and accompanying notes included in the Annual Report on Form 10-K for the year ended December 31, 2016 , as filed with the Securities and Exchange Commission (“SEC”). Prior period amounts are reclassified whenever necessary to conform to the current period presentation.

The Company’s significant accounting policies are described in Part II. Item 8. “Financial Statements and Supplementary Data - Note 1: Basis of Presentation and Summary of Significant Accounting Policies” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2016 , as filed with the SEC. For interim reporting purposes, the Company follows the same significant accounting policies, except for the new accounting pronouncements from the Financial Accounting Standards Board (the “FASB”) that were adopted effective January 1, 2017, Accounting Standards Update (“ASU”) 2016-09, Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting (“ASU 2016-09”), and ASU 2017-04, Intangibles - Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment (“ASU 2017-04”). ASU 2016-09 had no cumulative effect on prior periods, and for cash flow purposes the provisions were adopted prospectively. The Company elected to early adopt ASU 2017-04 as of January 1, 2017, and the adoption of ASU 2017-04 could increase or decrease the amount of a goodwill impairment charge should any of the Company’s reporting units with goodwill fail a Step 1 test in the future, as compared to the amount of a goodwill impairment charge under the existing standards depending on the fair value of the reporting unit’s assets.

BOSTON PRIVATE FINANCIAL HOLDINGS, INC. AND SUBSIDIARIES

Notes to Unaudited Consolidated Financial Statements - (Continued)

2. Earnings Per Share

The treasury stock method of calculating earnings per share (“EPS”) is presented below for the three and nine months ended September 30, 2017 and 2016 . The following tables present the computations of basic and diluted EPS:



	Three months ended September 30,						Nine months ended September 30,
	2017			2016			2017			2016
(In thousands, except share and per share data)
Basic earnings per share - Numerator:
Net income from continuing operations	$	19,691		$	19,699		$	58,180		$	52,728
Less: Net income attributable to noncontrolling interests	1,074			1,110			3,190			3,010
Net income from continuing operations attributable to the Company	18,617			18,589			54,990			49,718
Decrease/ (increase) in noncontrolling interests’ redemption values (1)	(278		)	(138		)	(283		)	341
Dividends on preferred stock	(868		)	(868		)	(2,606		)	(2,606		)
Total adjustments to income attributable to common shareholders	(1,146		)	(1,006		)	(2,889		)	(2,265		)
Net income from continuing operations attributable to common shareholders, treasury stock method	17,471			17,583			52,101			47,453
Net income from discontinued operations	1,186			1,047			3,881			4,357
Net income attributable to common shareholders, treasury stock method	$	18,657		$	18,630		$	55,982		$	51,810

Basic earnings per share - Denominator:
Weighted average basic common shares outstanding	82,556,225			81,301,499			82,270,849			81,280,014
Per share data - Basic earnings per share from:
Continuing operations	$	0.21		$	0.22		$	0.63		$	0.58
Discontinued operations	$	0.01		$	0.01		$	0.05		$	0.05
Total attributable to common shareholders	$	0.23		$	0.23		$	0.68		$	0.64



	Three months ended September 30,				Nine months ended September 30,
	2017		2016		2017		2016
(In thousands, except share and per share data)
Diluted earnings per share - Numerator:
Net income from continuing operations attributable to common shareholders, after assumed dilution	$	17,471	$	17,583	$	52,101	$	47,453
Net income from discontinued operations	1,186		1,047		3,881		4,357
Net income attributable to common shareholders, after assumed dilution	$	18,657	$	18,630	$	55,982	$	51,810
Diluted earnings per share - Denominator:
Weighted average basic common shares outstanding	82,556,225		81,301,499		82,270,849		81,280,014
Dilutive effect of:
Stock options, performance-based and time-based restricted stock, and performance-based and time-based restricted stock units, and other dilutive securities (2)	1,233,888		956,446		1,333,830		959,917
Warrants to purchase common stock (2)	1,098,198		1,304,338		1,136,493		1,190,549
Dilutive common shares	2,332,086		2,260,784		2,470,323		2,150,466
Weighted average diluted common shares outstanding (2)	84,888,311		83,562,283		84,741,172		83,430,480
Per share data - Diluted earnings per share from:
Continuing operations	$	0.21	$	0.21	$	0.61	$	0.57
Discontinued operations	$	0.01	$	0.01	$	0.05	$	0.05
Total attributable to common shareholders	$	0.22	$	0.22	$	0.66	$	0.62
Dividends per share declared and paid on common stock	$	0.11	$	0.10	$	0.33	$	0.30

_____________________

BOSTON PRIVATE FINANCIAL HOLDINGS, INC. AND SUBSIDIARIES

Notes to Unaudited Consolidated Financial Statements - (Continued)

(1)

See Part II. Item 8. “Financial Statements and Supplementary Data—Note 14: Noncontrolling Interests” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2016 for a description of the redemption values related to the redeemable noncontrolling interests. In accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 480, Distinguishing Liabilities from Equity (“ASC 480”), an increase in redemption value from period to period reduces income attributable to common shareholders. Decreases in redemption value from period to period increase income attributable to common shareholders, but only to the extent that the cumulative change in redemption value remains a cumulative increase since adoption of this standard in the first quarter of 2009.

(2)

The diluted EPS computations for the three and nine months ended September 30, 2017 and 2016 do not assume the conversion, exercise, or contingent issuance of the following shares for the following periods because the result would have been anti-dilutive for the periods indicated. As a result of the anti-dilution, the potential common shares excluded from the diluted EPS computation are as follows:



	Three months ended September 30,		Nine months ended September 30,
	2017	2016	2017	2016
Shares excluded due to exercise price exceeding the average market price of common shares during the period (total outstanding):	(In thousands)
Potential common shares from:
Stock options	48	224	74	285
Total shares excluded due to exercise price exceeding the average market price of common shares during the period	48	224	74	285

3. Reportable segments

Management Reporting

The Company has four reportable segments (Private Banking, Wealth Management and Trust, Investment Management, and Wealth Advisory) and the Holding Company (Boston Private Financial Holdings, Inc.). The financial performance of the Company is managed and evaluated by these five areas, including the four reportable segments. The segments are managed separately as a result of the concentrations in each function.

Measurement of Segment Profit and Assets

The accounting policies of the segments are the same as those described in Part II. Item 8. “Financial Statements and Supplementary Data - Note 1: Basis of Presentation and Summary of Significant Accounting Policies” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2016 .

Revenues, expenses, and assets are recorded by each segment, and separate financial statements are reviewed by their management and the Company’s segment chief executive officers.

Reconciliation of Reportable Segment Items

The following tables present a reconciliation of the revenues, profits, assets, and other significant items of reportable segments as of and for the three and nine months ended September 30, 2017 and 2016 . Interest expense on junior subordinated debentures is reported at the Holding Company.

BOSTON PRIVATE FINANCIAL HOLDINGS, INC. AND SUBSIDIARIES

Notes to Unaudited Consolidated Financial Statements - (Continued)



	Three months ended September 30,						Nine months ended September 30,
	2017			2016			2017			2016
Private Banking	(In thousands)
Net interest income	$	57,295		$	50,419		$	169,334		$	150,553
Fees and other income	3,720			5,528			8,182			11,132
Total revenues	61,015			55,947			177,516			161,685
Provision/ (credit) for loan losses	(432		)	(138		)	(6,727		)	(5,806		)
Operating expense	38,482			30,439			110,444			93,808
Income before income taxes	22,965			25,646			73,799			73,683
Income tax expense	6,634			8,226			22,112			23,638
Net income from continuing operations	16,331			17,420			51,687			50,045
Net income attributable to the Company	$	16,331		$	17,420		$	51,687		$	50,045

Assets	$	8,113,836		$	7,512,884		$	8,113,836		$	7,512,884
Depreciation	$	1,431		$	1,094		$	4,145		$	3,365



	Three months ended September 30,						Nine months ended September 30,
	2017			2016			2017			2016
Wealth Management and Trust	(In thousands)
Fees and other income	$	11,739		$	10,921		$	33,934		$	33,277
Operating expense (1)	11,752			12,307			37,562			41,897
Income/ (loss) before income taxes	(13		)	(1,386		)	(3,628		)	(8,620		)
Income tax expense/ (benefit)	(125		)	(538		)	(1,530		)	(3,448		)
Net income/ (loss) from continuing operations	112			(848		)	(2,098		)	(5,172		)
Net income/ (loss) attributable to the Company	$	112		$	(848	)	$	(2,098	)	$	(5,172	)

Assets	$	73,511		$	86,349		$	73,511		$	86,349
Amortization of intangibles	$	727		$	745		$	2,181		$	2,235
Depreciation	$	330		$	317		$	1,008		$	818



	Three months ended September 30,				Nine months ended September 30,
	2017		2016		2017		2016
Investment Management	(In thousands)
Net interest income	$	8	$	4	$	16	$	12
Fees and other income	11,280		10,717		33,230		32,023
Total revenues	11,288		10,721		33,246		32,035
Operating expense	8,407		7,986		25,107		23,904
Income before income taxes	2,881		2,735		8,139		8,131
Income tax expense	981		898		2,719		2,675
Net income from continuing operations	1,900		1,837		5,420		5,456
Noncontrolling interests	451		507		1,425		1,453
Net income attributable to the Company	$	1,449	$	1,330	$	3,995	$	4,003

Assets	$	93,910	$	93,669	$	93,910	$	93,669
Amortization of intangibles	$	650	$	650	$	1,951	$	1,951
Depreciation	$	62	$	68	$	189	$	215

BOSTON PRIVATE FINANCIAL HOLDINGS, INC. AND SUBSIDIARIES

Notes to Unaudited Consolidated Financial Statements - (Continued)



	Three months ended September 30,				Nine months ended September 30,
	2017		2016		2017		2016
Wealth Advisory	(In thousands)
Net interest income	$	36	$	4	$	82	$	10
Fees and other income	13,299		12,778		39,122		38,099
Total revenues	13,335		12,782		39,204		38,109
Operating expense	9,174		8,975		27,560		27,839
Income before income taxes	4,161		3,807		11,644		10,270
Income tax expense	1,562		1,398		4,360		3,812
Net income from continuing operations	2,599		2,409		7,284		6,458
Noncontrolling interests	623		603		1,765		1,557
Net income attributable to the Company	$	1,976	$	1,806	$	5,519	$	4,901

Assets	$	77,289	$	79,133	$	77,289	$	79,133
Amortization of intangibles	$	49	$	173	$	146	$	554
Depreciation	$	237	$	219	$	698	$	653



	Three months ended September 30,						Nine months ended September 30,
	2017			2016			2017			2016
Holding Company and Eliminations	(In thousands)
Net interest income	$	(711	)	$	(556	)	$	(2,018	)	$	(1,656	)
Fees and other income	229			68			323			298
Total revenues	(482		)	(488		)	(1,695		)	(1,358		)
Operating expense	1,531			1,963			5,274			5,662
Income/ (loss) before income taxes	(2,013		)	(2,451		)	(6,969		)	(7,020		)
Income tax expense/ (benefit)	(763		)	(1,332		)	(2,856		)	(2,961		)
Net income/ (loss) from continuing operations	(1,250		)	(1,119		)	(4,113		)	(4,059		)
Discontinued operations	1,186			1,047			3,881			4,357
Net income/ (loss) attributable to the Company	$	(64	)	$	(72	)	$	(232	)	$	298

Assets	$	(89,148	)	$	(90,485	)	$	(89,148	)	$	(90,485	)
Depreciation	$	—		$	8		$	—		$	29

BOSTON PRIVATE FINANCIAL HOLDINGS, INC. AND SUBSIDIARIES

Notes to Unaudited Consolidated Financial Statements - (Continued)



	Three months ended September 30,						Nine months ended September 30,
	2017			2016			2017			2016
Total Company	(In thousands)
Net interest income	$	56,627		$	49,871		$	167,414		$	148,919
Fees and other income	40,267			40,012			114,791			114,829
Total revenues	96,894			89,883			282,205			263,748
Provision/ (credit) for loan losses	(432		)	(138		)	(6,727		)	(5,806		)
Operating expense	69,346			61,670			205,947			193,110
Income before income taxes	27,980			28,351			82,985			76,444
Income tax expense	8,289			8,652			24,805			23,716
Net income from continuing operations	19,691			19,699			58,180			52,728
Noncontrolling interests	1,074			1,110			3,190			3,010
Discontinued operations	1,186			1,047			3,881			4,357
Net income attributable to the Company	$	19,803		$	19,636		$	58,871		$	54,075

Assets	$	8,269,398		$	7,681,550		$	8,269,398		$	7,681,550
Amortization of intangibles	$	1,426		$	1,568		$	4,278		$	4,740
Depreciation	$	2,060		$	1,706		$	6,040		$	5,080

_____________________


(1)	Operating expense related to the Wealth Management and Trust segment includes no restructuring expense for the three and nine months ended September 30, 2017 . There was no restructuring expense for the three months ended September 30, 2016 and $2.0 million of restructuring expense for the nine months ended September 30, 2016 .

BOSTON PRIVATE FINANCIAL HOLDINGS, INC. AND SUBSIDIARIES

Notes to Unaudited Consolidated Financial Statements - (Continued)

4. Investments

The following table presents a summary of investment securities:



	Amortized Cost		Unrealized					Fair Value
	Amortized Cost		Gains		Losses			Fair Value
	(In thousands)
As of September 30, 2017
Available-for-sale securities at fair value:
U.S. government and agencies	$	35,129	$	24	$	(590	)	$	34,563
Government-sponsored entities	305,210		789		(1,143		)	304,856
Municipal bonds	301,436		4,900		(1,829		)	304,507
Mortgage-backed securities (1)	539,064		739		(10,180		)	529,623
Other	15,796		485		(3		)	16,278
Total	$	1,196,635	$	6,937	$	(13,745	)	$	1,189,827

Held-to-maturity securities at amortized cost:
U.S. government and agencies	$	4,996	$	—	$	—		$	4,996
Mortgage-backed securities (1)	79,094		89		(301		)	78,882
Total	$	84,090	$	89	$	(301	)	$	83,878

As of December 31, 2016
Available-for-sale securities at fair value:
U.S. government and agencies	$	40,704	$	86	$	(854	)	$	39,936
Government-sponsored entities	337,865		1,058		(2,259		)	336,664
Municipal bonds	296,271		2,116		(4,990		)	293,397
Mortgage-backed securities (1)	584,960		928		(15,561		)	570,327
Other	23,361		447		—			23,808
Total	$	1,283,161	$	4,635	$	(23,664	)	$	1,264,132

Held-to-maturity securities at amortized cost:
Mortgage-backed securities (1)	$	93,079	$	1	$	(476	)	$	92,604
Total	$	93,079	$	1	$	(476	)	$	92,604

_____________________


(1)	All mortgage-backed securities are guaranteed by U.S. government agencies or government-sponsored entities.

The following table presents the maturities of available-for-sale investment securities, based on contractual maturity, as of September 30, 2017 . Certain securities are callable before their final maturity. Additionally, certain securities (such as mortgage-backed securities) are shown within the table below based on their final (contractual) maturity, but due to prepayments and amortization are expected to have shorter lives.



	Available-for-sale Securities
	Amortized cost		Fair value
	(In thousands)
Within one year	$	60,984	$	61,511
After one, but within five years	342,959		344,253
After five, but within ten years	321,379		315,209
Greater than ten years	471,313		468,854
Total	$	1,196,635	$	1,189,827

BOSTON PRIVATE FINANCIAL HOLDINGS, INC. AND SUBSIDIARIES

Notes to Unaudited Consolidated Financial Statements - (Continued)

The following table presents the maturities of held-to-maturity investment securities, based on contractual maturity, as of September 30, 2017 .



	Held-to-maturity Securities
	Amortized cost		Fair value
	(In thousands)
Within one year	$	4,996	$	4,996
After one, but within five years	—		—
After five, but within ten years	13,418		13,409
Greater than ten years	65,676		65,473
Total	$	84,090	$	83,878

The following table presents the proceeds from sales, gross realized gains and gross realized losses for available-for-sale securities that were sold or called during the following periods:



	Three months ended September 30,					Nine months ended September 30,
	2017			2016		2017			2016
	(In thousands)
Proceeds from sales and calls	$	16,207		$	12,829	$	119,238		$	41,961
Realized gains	235			273		509			520
Realized losses	(5		)	—		(23		)	(1		)

The following tables present information regarding securities as of September 30, 2017 and December 31, 2016 having temporary impairment, due to the fair values having declined below the amortized cost of the individual securities, and the time period that the investments have been temporarily impaired.



	Less than 12 months					12 months or longer					Total
	Fair value		Unrealized losses			Fair value		Unrealized losses			Fair value		Unrealized losses			# of securities
September 30, 2017
Available-for-sale securities	(In thousands)
U.S. government and agencies	$	14,883	$	(129	)	$	9,690	$	(461	)	$	24,573	$	(590	)	4
Government-sponsored entities	101,977		(818		)	10,351		(325		)	112,328		(1,143		)	16
Municipal bonds	42,281		(399		)	40,093		(1,430		)	82,374		(1,829		)	45
Mortgage-backed securities (1)	265,098		(3,376		)	219,521		(6,804		)	484,619		(10,180		)	99
Other	21		(3		)	—		—			21		(3		)	2
Total	$	424,260	$	(4,725	)	$	279,655	$	(9,020	)	$	703,915	$	(13,745	)	166

Held-to-maturity securities
Mortgage-backed securities (1)	$	54,384	$	(239	)	$	4,008	$	(62	)	$	58,392	$	(301	)	11
Total	$	54,384	$	(239	)	$	4,008	$	(62	)	$	58,392	$	(301	)	11

BOSTON PRIVATE FINANCIAL HOLDINGS, INC. AND SUBSIDIARIES

Notes to Unaudited Consolidated Financial Statements - (Continued)



	Less than 12 months					12 months or longer					Total
	Fair value		Unrealized losses			Fair value		Unrealized losses			Fair value		Unrealized losses			# of securities
	(In thousands, except number of securities)
December 31, 2016
Available-for-sale securities
U.S. government and agencies	$	19,094	$	(838	)	$	643	$	(16	)	$	19,737	$	(854	)	4
Government-sponsored entities	125,412		(2,259		)	—		—			125,412		(2,259		)	18
Municipal bonds	182,395		(4,957		)	2,720		(33		)	185,115		(4,990		)	109
Mortgage-backed securities (1)	492,008		(13,988		)	41,544		(1,573		)	533,552		(15,561		)	99
Other	—		—			—		—			—		—			—
Total	$	818,909	$	(22,042	)	$	44,907	$	(1,622	)	$	863,816	$	(23,664	)	230

Held-to-maturity securities
Mortgage-backed securities (1)	$	87,483	$	(476	)	$	—	$	—		$	87,483	$	(476	)	15
Total	$	87,483	$	(476	)	$	—	$	—		$	87,483	$	(476	)	15

_____________________


(1)	All mortgage-backed securities are guaranteed by U.S. government agencies or government-sponsored entities.

As of September 30, 2017 , the U.S. government and agencies securities, government-sponsored entities securities, and mortgage-backed securities in the first table above had current Moody’s credit ratings of Aaa. The municipal bonds in the first table above had a current Standard and Poor’s credit rating of at least AA- or a current Moody’s credit rating of at least Aa3. The other securities in the first table above consisted of equity securities. At September 30, 2017 , the Company does not consider these investments other-than-temporarily impaired because the decline in fair value on investments is primarily attributed to changes in interest rates and not credit quality.

At September 30, 2017 and December 31, 2016 , the amount of investment securities in an unrealized loss position greater than 12 months, as well as in total, was primarily due to changes in interest rates. As of September 30, 2017 , the Company had no intent to sell any securities in an unrealized loss position and it is not more likely than not that the Company would be forced to sell any of these securities prior to the full recovery of all unrealized loss amounts.

Cost method investments, which are included in other assets, can be temporarily impaired when the fair values decline below the amortized costs of the individual investments. There were no cost method investments with unrealized losses as of September 30, 2017 or December 31, 2016 . The Company’s cost method investments primarily include low income housing partnerships which generate tax credits. The Company also holds partnership interests in venture capital funds formed to provide financing to small businesses and to promote community development. The Company had $40.4 million and $34.2 million in cost method investments included in other assets as of September 30, 2017 and December 31, 2016 , respectively.

5. Fair Value Measurements

Fair value is defined under GAAP as the exchange price that would be received to sell an asset or paid to transfer a liability (an exit price) in an orderly transaction between market participants on the measurement date. The Company determines the fair values of its financial instruments based on the fair value hierarchy established in ASC 820, Fair Value Measurements and Disclosures (“ASC 820”), which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 describes three levels of inputs that may be used to measure fair value. Financial instruments are considered Level 1 when valuation can be based on quoted prices in active markets for identical assets or liabilities. Level 2 financial instruments are valued using quoted prices for similar assets or liabilities, quoted prices in markets that are not active, or models using inputs that are observable or can be corroborated by observable market data of substantially the full term of the assets or liabilities. Financial instruments are considered Level 3 when their values are determined using pricing models, discounted cash flow methodologies or similar techniques and at least one significant model assumption or input is unobservable and when determination of the fair value requires significant management judgment or estimation.

BOSTON PRIVATE FINANCIAL HOLDINGS, INC. AND SUBSIDIARIES

Notes to Unaudited Consolidated Financial Statements - (Continued)

The following tables present the Company’s assets and liabilities measured at fair value on a recurring basis as of September 30, 2017 and December 31, 2016 , aggregated by the level in the fair value hierarchy within which those measurements fall:



	As of September 30, 2017		Fair value measurements at reporting date using:
			Quoted prices in active markets for identical assets (Level 1)		Significant other observable inputs (Level 2)		Significant unobservable inputs (Level 3)
	(In thousands)
Assets:
Available-for-sale securities:
U.S. government and agencies	$	34,563	$	34,358	$	205	$	—
Government-sponsored entities	304,856		—		304,856		—
Municipal bonds	304,507		—		304,507		—
Mortgage-backed securities	529,623		—		529,623		—
Other	16,278		16,278		—		—
Total available-for-sale securities	1,189,827		50,636		1,139,191		—
Derivatives - interest rate customer swaps	15,314		—		15,314		—
Derivatives - interest rate swaps	39		—		39		—
Derivatives - risk participation agreement	1		—		1		—
Other investments	6,857		6,857		—		—

Liabilities:
Derivatives - interest rate customer swaps	$	15,536	$	—	$	15,536	$	—
Derivatives - interest rate swaps	360		—		360		—
Derivatives - risk participation agreement	137		—		137		—
Other liabilities	6,857		6,857		—		—

BOSTON PRIVATE FINANCIAL HOLDINGS, INC. AND SUBSIDIARIES

Notes to Unaudited Consolidated Financial Statements - (Continued)



			Fair value measurements at reporting date using:
	As of December 31, 2016		Quoted prices in active markets for identical assets (Level 1)		Significant other observable inputs (Level 2)		Significant unobservable inputs (Level 3)
	(In thousands)
Assets:
Available-for-sale securities:
U.S. government and agencies	$	39,936	$	39,293	$	643	$	—
Government-sponsored entities	336,664		—		336,664		—
Municipal bonds	293,397		—		293,397		—
Mortgage-backed securities	570,327		—		570,327		—
Other	23,808		23,808		—		—
Total available-for-sale securities	1,264,132		63,101		1,201,031		—
Derivatives - interest rate customer swaps	17,032		—		17,032		—
Derivatives - risk participation agreement	15		—		15		—
Other investments	6,110		6,110		—		—

Liabilities:
Derivatives - interest rate customer swaps	$	16,560	$	—	$	16,560	$	—
Derivatives - interest rate swaps	1,040		—		1,040		—
Derivatives - risk participation agreement	6		—		6		—
Other liabilities	6,110		6,110		—		—

As of September 30, 2017 and December 31, 2016 , available-for-sale securities consisted primarily of U.S. government and agencies securities, government-sponsored entities securities, municipal bonds, mortgage-backed securities, and other available-for-sale securities. The equities (which are categorized as other available-for-sale securities) are valued with prices quoted in active markets. The U.S. Treasury securities (which are categorized as U.S. government and agencies securities), as of both September 30, 2017 and December 31, 2016 , are valued with prices quoted in active markets. Therefore, they have been categorized as a Level 1 measurement. The government-sponsored entities securities, municipal bonds, mortgage-backed securities, and certain investments in Small Business Administration (“SBA”) loans (which are categorized as U.S. government and agencies securities) generally have quoted prices but are traded less frequently than exchange-traded securities and can be priced using market data from similar assets. Therefore, they have been categorized as a Level 2 measurement. No investments held as of September 30, 2017 or December 31, 2016 were categorized as Level 3. There were no changes in the valuation techniques used for measuring the fair value of available-for-sale securities in the nine month periods ended September 30, 2017 or 2016.

In managing its interest rate risk, the Company utilizes derivative instruments such as interest rate customer swaps, interest rate swaps, and risk participation agreements. As a service to its customers, the Company may utilize derivative instruments such as customer foreign exchange forward contracts to manage its foreign exchange risk, if any. 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. Therefore, they have been categorized as a Level 2 measurement as of September 30, 2017 and December 31, 2016 . See Part I. Item 1. “Notes to Unaudited Consolidated Financial Statements-Note 8: Derivatives and Hedging Activities” for further details.

To comply with the provisions of ASC 820, the Company incorporates credit valuation adjustments to appropriately reflect both its own nonperformance risk and the respective counterparty’s 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, thresholds, mutual puts and guarantees. Counterparty exposure is evaluated by netting positions that are subject to master netting agreements, as well as considering the amount of collateral securing the position.

The Company has determined that the inputs used to value its derivatives fall within Level 2 of the fair value hierarchy, although the credit valuation adjustments associated with its derivatives utilize Level 3 inputs, such as estimates of

BOSTON PRIVATE FINANCIAL HOLDINGS, INC. AND SUBSIDIARIES

Notes to Unaudited Consolidated Financial Statements - (Continued)

current credit spreads to evaluate the likelihood of default by itself and its counterparties. As a result, the Company has determined that its derivative valuations in their entirety are classified in Level 2 of the fair value hierarchy as of September 30, 2017 and December 31, 2016 .

Other investments, which are not considered available-for-sale investments, consist of deferred compensation trusts, which consist of publicly traded mutual fund investments that are valued at prices quoted in active markets. Therefore, they have been categorized as a Level 1 measurement as of September 30, 2017 and December 31, 2016 .

There were no transfers between levels for assets or liabilities recorded at fair value on a recurring basis during the three or nine month periods ended September 30, 2017 and 2016 .

There were no Level 3 assets valued on a recurring basis at September 30, 2017 or December 31, 2016 .

The following tables present the Company’s assets and liabilities measured at fair value on a non-recurring basis during the periods ended September 30, 2017 and 2016 , respectively, aggregated by the level in the fair value hierarchy within which those measurements fall:



	As of September 30, 2017		Fair value measurements at reporting date using:						Gain (losses) from fair value changes
	As of September 30, 2017		Quoted prices in active markets for identical assets (Level 1)		Significant other observable inputs (Level 2)		Significant unobservable inputs (Level 3)		Three months ended September 30, 2017			Nine months ended September 30, 2017
	(In thousands)
Assets:
Impaired loans (1)	$	1,978	$	—	$	—	$	1,978	$	(255	)	$	(474	)

_____________________


(1)	Collateral-dependent impaired loans held at September 30, 2017 that had write-downs in fair value or whose specific reserve changed during the first nine months of 2017 .



	As of September 30, 2016		Fair value measurements at reporting date using:						Gain (losses) from fair value changes
	As of September 30, 2016		Quoted prices in active markets for identical assets (Level 1)		Significant other observable inputs (Level 2)		Significant unobservable inputs (Level 3)		Three months ended September 30, 2016			Nine months ended September 30, 2016
	(In thousands)
Assets:
Impaired loans (1)	$	11,936	$	—	$	—	$	11,936	$	(418	)	$	(2,098	)

_____________________


(1)	Collateral-dependent impaired loans held at September 30, 2016 that had write-downs in fair value or whose specific reserve changed during the first nine months of 2016 .

The following table presents additional quantitative information about assets measured at fair value on a non-recurring basis for which the Company has utilized Level 3 inputs to determine fair value:



	As of September 30, 2017
	Fair Value		Valuation Technique	Unobservable Input	Range of Inputs Utilized	Weighted Average of Inputs Utilized
	(In thousands)
Impaired Loans	$	1,978	Appraisals of Collateral	Discount for costs to sell	0% - 7%	4%
Impaired Loans	$	1,978	Appraisals of Collateral	Appraisal adjustments	0% - 51%	17%

BOSTON PRIVATE FINANCIAL HOLDINGS, INC. AND SUBSIDIARIES

Notes to Unaudited Consolidated Financial Statements - (Continued)



	As of September 30, 2016
	Fair Value		Valuation Technique	Unobservable Input	Range of Inputs Utilized	Weighted Average of Inputs Utilized
	(In thousands)
Impaired Loans	$	11,936	Appraisals of Collateral	Discount for costs to sell	5% - 78%	5%
Impaired Loans	$	11,936	Appraisals of Collateral	Appraisal adjustments	0% - 20%	16%

Impaired loans include those loans that were adjusted to the fair value of underlying collateral as required under ASC 310, Receivables . The amount does not include impaired loans that are measured based on expected future cash flows discounted at the respective loan’s original effective interest rate, as that amount is not considered a fair value measurement. The Company uses appraisals, which management may adjust to reflect estimated fair value declines, or apply other discounts to appraised values for unobservable factors resulting from its knowledge of the property or consideration of broker quotes. The appraisers use a market, income, and/or a cost approach in determining the value of the collateral. Therefore they have been categorized as a Level 3 measurement.

The following tables present the carrying values and fair values of the Company’s financial instruments that are not measured at fair value on a recurring basis:



	As of September 30, 2017
	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)
	(In thousands)
FINANCIAL ASSETS:
Cash and cash equivalents	$	110,440	$	110,440	$	110,440	$	—	$	—
Investment securities held-to-maturity	84,090		83,878		4,996		78,882		—
Loans held for sale	1,957		2,013		—		2,013		—
Loans, net	6,338,328		6,340,308		—		—		6,340,308
Other financial assets	96,097		96,097		—		96,097		—
FINANCIAL LIABILITIES:
Deposits	6,262,347		6,262,234		—		6,262,234		—
Securities sold under agreements to repurchase	59,903		59,903		—		59,903		—
Federal funds purchased	70,000		70,000		—		70,000		—
Federal Home Loan Bank borrowings	812,773		813,535		—		813,535		—
Junior subordinated debentures	106,363		96,363		—		—		96,363
Other financial liabilities	2,684		2,684		—		2,684		—

BOSTON PRIVATE FINANCIAL HOLDINGS, INC. AND SUBSIDIARIES

Notes to Unaudited Consolidated Financial Statements - (Continued)



	As of December 31, 2016
	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)
	(In thousands)
FINANCIAL ASSETS:
Cash and cash equivalents	$	106,557	$	106,557	$	106,557	$	—	$	—
Investment securities held-to-maturity	93,079		92,604		—		92,604		—
Loans held for sale	3,464		3,428		—		3,428		—
Loans, net	6,036,277		6,021,611		—		—		6,021,611
Other financial assets	77,956		77,956		—		77,956		—
FINANCIAL LIABILITIES:
Deposits	6,085,146		6,084,765		—		6,084,765		—
Securities sold under agreements to repurchase	59,624		59,624		—		59,624		—
Federal funds purchased	80,000		80,000		—		80,000		—
Federal Home Loan Bank borrowings	734,205		734,941		—		734,941		—
Junior subordinated debentures	106,363		96,363		—		—		96,363
Other financial liabilities	1,942		1,942		—		1,942		—

The estimated fair values have been determined by using available quoted market information or other appropriate valuation methodologies. The aggregate fair value amounts presented above do not represent the underlying value of the financial assets and liabilities to the Company taken as a whole as they do not reflect any premium or discount the Company might recognize if the asset were sold or the liability sold, settled or redeemed. An excess of fair value over book value on financial assets represents a premium, or gain, the Company might recognize if the asset were sold, while an excess of book value over fair value on financial liabilities represents a premium, or gain, the company might recognize if the liability were sold, settled, or redeemed prior to maturity. Conversely, losses would be recognized if an asset was sold where the book value exceeded the fair value or a liability was sold where the fair value exceeded the book value.

The fair value estimates provided are made at a specific point in time, based on relevant market information and the characteristics of the financial instrument. The estimates do not provide for any premiums or discounts that could result from concentrations of ownership of a financial instrument. Because no active market exists for some of the Company’s financial instruments, certain fair value estimates are based on subjective judgments regarding current economic conditions, risk characteristics of the financial instruments, future expected loss experience, prepayment assumptions, and other factors. The resulting estimates involve uncertainties and are considered best estimates. Changes made to any of the underlying assumptions could significantly affect the estimates.

Cash and cash equivalents

The carrying value reported in the balance sheets for cash and cash equivalents approximates fair value due to the short-term nature of their maturities and are classified as Level 1.

Held-to-maturity investment securities

Held-to-maturity securities currently include mortgage-backed securities and U.S. Treasury securities. The U.S. Treasury securities as of September 30, 2017 are valued with prices quoted in active markets. Therefore, they have been categorized as a Level 1 measurement. There were no U.S. Treasury securities held-to-maturity as of December 31, 2016 . The mortgage-backed securities are fixed income instruments that are not quoted on an exchange, but may be traded in active markets. The fair value of these securities is based on quoted market prices obtained from external pricing services. The principal market for our securities portfolio is the secondary institutional market, with an exit price that is predominantly reflective of bid level pricing in that market. Accordingly, these held-to-maturity mortgage-backed securities are included in the Level 2 fair value category.

BOSTON PRIVATE FINANCIAL HOLDINGS, INC. AND SUBSIDIARIES

Notes to Unaudited Consolidated Financial Statements - (Continued)

Loans held for sale

Loans held for sale are recorded at the lower of cost or fair value in the aggregate. Fair value estimates are based on actual commitments to sell the loans to investors at an agreed upon price or current market prices if rates have changed since the time the loan closed. Accordingly, loans held for sale are included in the Level 2 fair value category.

Loans, net

Fair value estimates are based on loans with similar financial characteristics. Fair values of commercial and residential mortgage loans are estimated by discounting contractual cash flows adjusted for prepayment estimates and using discount rates approximately equal to current market rates on loans with similar credit and interest rate characteristics and maturities. The fair value estimates for home equity and other loans are based on outstanding loan terms and pricing in the local markets. The method of estimating the fair value of the loans disclosed in the table above does not incorporate the exit price concept in the presentation of the fair value of these financial instruments. Net loans are included in the Level 3 fair value category based upon the inputs and valuation techniques used.

Other financial assets

Other financial assets consist of accrued interest and fees receivable, and stock in the Federal Home Loan Bank (“FHLB”) and the Federal Reserve Bank ("FRB"), for which the carrying amount approximates fair value, and are classified as Level 2.

Deposits

The fair values reported for transaction accounts (demand, NOW, savings, and money market) equal their respective book values reported on the balance sheets and are classified as Level 2. The fair values disclosed are, by definition, equal to the amount payable on demand at the reporting date. The fair values for certificates of deposit are based on the discounted value of contractual cash flows. The discount rates used are representative of approximate rates currently offered on certificates of deposit with similar remaining maturities and are classified as Level 2.

Securities sold under agreements to repurchase

The fair value of securities sold under agreements to repurchase is estimated based on contractual cash flows discounted at the Bank’s incremental borrowing rate for FHLB borrowings with similar maturities and therefore these securities have been classified as Level 2.

Federal funds purchased

The carrying amounts of federal funds purchased approximate fair value due to their short-term nature and therefore these funds have been classified as Level 2.

Federal Home Loan Bank borrowings

The fair value reported for FHLB borrowings is estimated based on the discounted value of contractual cash flows. The discount rate used is based on the Bank’s estimated current incremental borrowing rate for FHLB borrowings of similar maturities and therefore these borrowings have been classified as Level 2.

Junior subordinated debentures

The fair value of the junior subordinated debentures issued by Boston Private Capital Trust I and Boston Private Capital Trust II were estimated using Level 3 inputs such as the interest rates on these securities, current rates for similar debt, a consideration for illiquidity of trading in the debt, and regulatory changes that would result in an unfavorable change in the regulatory capital treatment of this type of debt.

Other financial liabilities

Other financial liabilities consist of accrued interest payable for which the carrying amount approximates fair value and is classified as Level 2.

Financial instruments with off-balance sheet risk

The Bank’s commitments to originate loans and for unused lines and outstanding letters of credit are primarily at market interest rates and therefore, the carrying amount approximates fair value.

BOSTON PRIVATE FINANCIAL HOLDINGS, INC. AND SUBSIDIARIES

Notes to Unaudited Consolidated Financial Statements - (Continued)

6. Loan Portfolio and Credit Quality

The Bank’s lending activities are conducted principally in the regions of New England, the San Francisco Bay Area, and Southern California. The Bank originates single and multi-family residential loans, commercial real estate loans, commercial and industrial loans, commercial tax exempt loans, construction and land loans, and home equity and other consumer loans. Most loans are secured by borrowers’ personal or business assets. The ability of the Bank’s single family residential and consumer borrowers to honor their repayment commitments is generally dependent on the level of overall economic conditions within the Bank’s lending areas. Commercial, construction, and land borrowers’ ability to repay is generally dependent upon the health of the economy and real estate values, including, in particular, the performance of the construction sector. Accordingly, the ultimate collectability of a substantial portion of the Bank’s loan portfolio is susceptible to changing conditions in the New England, the San Francisco Bay Area, and Southern California economies and real estate markets.

Total loans include deferred loan origination (fees)/ costs, net, of $7.1 million and $5.9 million as of September 30, 2017 and December 31, 2016 , respectively.

The following table presents a summary of the loan portfolio by portfolio segment and class of receivable as of the dates indicated:



	September 30, 2017		December 31, 2016
	(In thousands)
Commercial and industrial	$	618,256	$	611,370
Commercial tax exempt	431,350		398,604
Total commercial and industrial	1,049,606		1,009,974
Commercial real estate	2,363,159		2,302,244
Construction and land	118,291		104,839
Residential	2,600,788		2,379,861
Home equity	107,227		118,817
Consumer and other	174,130		198,619
Total	$	6,413,201	$	6,114,354

The following table presents nonaccrual loans receivable by portfolio segment and class of receivable as of the dates indicated:



	September 30, 2017		December 31, 2016
	(In thousands)
Commercial and industrial	$	968	$	572
Commercial tax exempt	—		—
Total commercial and industrial	968		572
Commercial real estate	2,601		4,583
Construction and land	206		179
Residential	8,765		10,908
Home equity	1,062		1,072
Consumer and other	21		1
Total	$	13,623	$	17,315

The Bank’s policy is to discontinue the accrual of interest on a loan when the collectability of principal or interest is in doubt. In certain instances, although infrequent, loans that have become 90 days or more past due may remain on accrual status if the value of the collateral securing the loan is sufficient to cover principal and interest and the loan is in the process of collection. There were no loans 90 days or more past due, but still accruing as of both September 30, 2017 and December 31, 2016 . The Bank’s policy for returning a loan to accrual status requires the loan to be brought current and for the client to show a history of making timely payments (generally six consecutive months). For troubled debt restructured loans (“TDRs”), a return

BOSTON PRIVATE FINANCIAL HOLDINGS, INC. AND SUBSIDIARIES

Notes to Unaudited Consolidated Financial Statements - (Continued)

to accrual status generally requires timely payments for a period of six months in accordance with the restructured loan terms, along with meeting other criteria.

The following tables show the payment status of loans by class of receivable as of the dates indicated:



	September 30, 2017
	Accruing Past Due						Nonaccrual Loans
	30-59 Days Past Due		60-89 Days Past Due		Total Accruing Past Due		Current		30-89 Days Past Due		90 Days or Greater Past Due		Total Non-Accrual Loans		Current Accruing Loans		Total Loans Receivable
	(In thousands)
Commercial and industrial	$	945	$	14	$	959	$	400	$	350	$	218	$	968	$	616,329	$	618,256
Commercial tax exempt	—		—		—		—		—		—		—		431,350		431,350
Commercial real estate	663		244		907		670		—		1,931		2,601		2,359,651		2,363,159
Construction and land	413		—		413		59		4		143		206		117,672		118,291
Residential	—		226		226		5,063		152		3,550		8,765		2,591,797		2,600,788
Home equity	402		1,800		2,202		72		—		990		1,062		103,963		107,227
Consumer and other	568		17		585		13		—		8		21		173,524		174,130
Total	$	2,991	$	2,301	$	5,292	$	6,277	$	506	$	6,840	$	13,623	$	6,394,286	$	6,413,201



	December 31, 2016
	Accruing Past Due						Nonaccrual Loans
	30-59 Days Past Due		60-89 Days Past Due		Total Accruing Past Due		Current		30-89 Days Past Due		90 Days or Greater Past Due		Total Non-Accrual Loans		Current Accruing Loans		Total Loans Receivable
	(In thousands)
Commercial and industrial	$	541	$	1,078	$	1,619	$	537	$	—	$	35	$	572	$	609,179	$	611,370
Commercial tax exempt	—		—		—		—		—		—		—		398,604		398,604
Commercial real estate	3,096		—		3,096		2,311		835		1,437		4,583		2,294,565		2,302,244
Construction and land	—		—		—		129		12		38		179		104,660		104,839
Residential	3,646		536		4,182		2,148		1,274		7,486		10,908		2,364,771		2,379,861
Home equity	245		—		245		—		80		992		1,072		117,500		118,817
Consumer and other	5,995		—		5,995		1		—		—		1		192,623		198,619
Total	$	13,523	$	1,614	$	15,137	$	5,126	$	2,201	$	9,988	$	17,315	$	6,081,902	$	6,114,354

Nonaccrual and delinquent loans are affected by many factors, such as economic and business conditions, interest rates, unemployment levels, and real estate collateral values, among others. In periods of prolonged economic decline, borrowers may become more severely affected over time as liquidity levels decline and the borrower’s ability to continue to make payments deteriorates. With respect to real estate collateral values, the declines from the peak, as well as the value of the real estate at the time of origination versus the current value, can impact the level of problem loans. For instance, if the loan to value ratio at the time of renewal has increased due to the decline in the real estate value since origination, the loan may no longer meet the Bank’s underwriting standards and may be considered for classification as a problem loan dependent upon a review of risk factors.

Generally when a collateral dependent loan becomes impaired, an updated appraisal of the collateral, if appropriate, is obtained. If the impaired loan has not been upgraded to a performing status within a reasonable amount of time, the Bank will continue to obtain updated appraisals as deemed necessary, especially during periods of declining property values.

The past due status of a loan is determined in accordance with its contractual repayment terms. All loan types are reported past due when one scheduled payment is due and unpaid for 30 days or more.

BOSTON PRIVATE FINANCIAL HOLDINGS, INC. AND SUBSIDIARIES

Notes to Unaudited Consolidated Financial Statements - (Continued)

Credit Quality Indicators

The Bank uses a risk rating system to monitor the credit quality of its loan portfolio. Loan classifications are assessments made by the Bank of the status of the loans based on the facts and circumstances known to the Bank, including management’s judgment, at the time of assessment. Some or all of these classifications may change in the future if there are unexpected changes in the financial condition of the borrower, including but not limited to, changes resulting from continuing deterioration in general economic conditions on a national basis or in the local markets in which the Bank operates adversely affecting, among other things, real estate values. Such conditions, as well as other factors which adversely affect borrowers’ ability to service or repay loans, typically result in changes in loan default and charge-off rates, and increased provisions for loan losses, which would adversely affect the Company’s financial performance and financial condition. These circumstances are not entirely foreseeable and, as a result, it may not be possible to accurately reflect them in the Company’s analysis of credit risk. Generally, only commercial loans, including commercial real estate, other commercial and industrial loans, commercial tax exempt loans, and construction and land loans, are given a numerical grade.

A summary of the rating system used by the Bank, repeated here from Part II. Item 8. “Financial Statements and Supplementary Data—Note 1: Basis of Presentation and Summary of Significant Accounting Policies,” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2016, follows:

Pass - All loans graded as pass are considered acceptable credit quality by the Bank and are grouped for purposes of calculating the allowance for loan losses. For residential, home equity and consumer loans, the Bank classifies loans as pass unless there is known information such as delinquency or client requests for modifications which, due to financial difficulty, would then generally result in a risk rating such as special mention or more severe depending on the factors.

Special Mention - Loans rated in this category are defined as having potential weaknesses that deserve management’s close attention. If left uncorrected, these potential weaknesses may, at some future date, result in the deterioration of the repayment prospects for the credit or the Bank’s credit position. These loans are currently protected but have the potential to deteriorate to a substandard rating. For commercial loans, the borrower’s financial performance may be inconsistent or below forecast, creating the possibility of liquidity problems and shrinking debt service coverage. In loans having this rating, the primary source of repayment is still good, but there is increasing reliance on collateral or guarantor support. Collectability of the loan is not yet in jeopardy. In particular, loans in this category are considered more variable than other categories, since they will typically migrate through categories more quickly.

Substandard - Loans rated in this category are inadequately protected by the current sound worth and paying capacity of the obligor or of the collateral pledged, if any. A substandard credit has a well-defined weakness or weaknesses that jeopardize the liquidation of the debt. They are characterized by the distinct possibility that the Bank will sustain some loss if the deficiencies are not corrected. Substandard loans may be either still accruing or nonaccruing depending upon the severity of the risk and other factors such as the value of the collateral, if any, and past due status.

Doubtful - Loans rated in this category indicate that collection or liquidation in full on the basis of currently existing facts, conditions, and values, is highly questionable and improbable. Loans in this category are usually on nonaccrual and classified as impaired.

The following tables present the loan portfolio’s credit risk profile by internally assigned grade and class of receivable as of the dates indicated:

BOSTON PRIVATE FINANCIAL HOLDINGS, INC. AND SUBSIDIARIES

Notes to Unaudited Consolidated Financial Statements - (Continued)



	September 30, 2017
	By Loan Grade or Nonaccrual Status
	Pass		Special Mention		Accruing Substandard		Nonaccrual Loans		Total
	(In thousands)
Commercial and industrial	$	598,691	$	10,459	$	8,138	$	968	$	618,256
Commercial tax exempt	425,759		5,591		—		—		431,350
Commercial real estate	2,265,871		57,381		37,306		2,601		2,363,159
Construction and land	106,154		5,243		6,688		206		118,291
Residential	2,590,665		—		1,358		8,765		2,600,788
Home equity	106,165		—		—		1,062		107,227
Consumer and other	173,858		—		251		21		174,130
Total	$	6,267,163	$	78,674	$	53,741	$	13,623	$	6,413,201



	December 31, 2016
	By Loan Grade or Nonaccrual Status
	Pass		Special Mention		Accruing Substandard		Nonaccrual Loans		Total
	(In thousands)
Commercial and industrial	$	591,388	$	10,133	$	9,277	$	572	$	611,370
Commercial tax exempt	388,544		10,060		—		—		398,604
Commercial real estate	2,230,732		17,233		49,696		4,583		2,302,244
Construction and land	101,254		109		3,297		179		104,839
Residential	2,367,554		—		1,399		10,908		2,379,861
Home equity	117,745		—		—		1,072		118,817
Consumer and other	198,616		—		2		1		198,619
Total	$	5,995,833	$	37,535	$	63,671	$	17,315	$	6,114,354

BOSTON PRIVATE FINANCIAL HOLDINGS, INC. AND SUBSIDIARIES

Notes to Unaudited Consolidated Financial Statements - (Continued)

The following tables present, by class of receivable, the balance of impaired loans with and without a related allowance, the associated allowance for those impaired loans with a related allowance, and the total unpaid principal on impaired loans:



	As of and for the three and nine months ended September 30, 2017
	Recorded Investment (1)		Unpaid Principal Balance		Related Allowance		QTD Average Recorded Investment		YTD Average Recorded Investment		QTD Interest Income Recognized while Impaired		YTD Interest Income Recognized while Impaired
	(In thousands)
With no related allowance recorded:
Commercial and industrial	$	1,371	$	1,988	n/a		$	1,626	$	1,665	$	18	$	43
Commercial tax exempt	—		—		n/a		—		1,301		—		80
Commercial real estate	2,463		5,972		n/a		2,690		3,465		107		1,077
Construction and land	207		241		n/a		218		191		—		—
Residential	8,859		9,231		n/a		9,069		8,938		98		277
Home equity	—		—		n/a		—		—		—		—
Consumer and other	—		—		n/a		—		—		—		—
Subtotal	12,900		17,432		n/a		13,603		15,560		223		1,477
With an allowance recorded:
Commercial and industrial	598		598		$	242	149		60		1		1
Commercial tax exempt	—		—		—		—		—		—		—
Commercial real estate	6,911		7,341		415		6,955		7,012		76		247
Construction and land	—		—		—		—		—		—		—
Residential	1,200		1,200		127		2,175		2,938		18		80
Home equity	36		36		21		36		37		—		1
Consumer and other	—		—		—		—		—		—		—
Subtotal	8,745		9,175		805		9,315		10,047		95		329
Total:
Commercial and industrial	1,969		2,586		242		1,775		1,725		19		44
Commercial tax exempt	—		—		—		—		1,301		—		80
Commercial real estate	9,374		13,313		415		9,645		10,477		183		1,324
Construction and land	207		241		—		218		191		—		—
Residential	10,059		10,431		127		11,244		11,876		116		357
Home equity	36		36		21		36		37		—		1
Consumer and other	—		—		—		—		—		—		—
Total	$	21,645	$	26,607	$	805	$	22,918	$	25,607	$	318	$	1,806

_____________________


(1)	Recorded investment represents the client loan balance net of historical charge-offs and historical nonaccrual interest paid, which was applied to principal.

BOSTON PRIVATE FINANCIAL HOLDINGS, INC. AND SUBSIDIARIES

Notes to Unaudited Consolidated Financial Statements - (Continued)



	As of and for the three and nine months ended September 30, 2016
	Recorded Investment (1)		Unpaid Principal Balance		Related Allowance		QTD Average Recorded Investment		YTD Average Recorded Investment		QTD Interest Income Recognized while Impaired		YTD Interest Income Recognized while Impaired
	(In thousands)
With no related allowance recorded:
Commercial and industrial	$	11,742	$	13,874	n/a		$	10,774	$	6,325	$	98	$	169
Commercial tax exempt	—		—		n/a		—		—		—		—
Commercial real estate	5,966		11,148		n/a		7,288		9,672		332		874
Construction and land	224		548		n/a		400		1,332		48		48
Residential	6,472		6,832		n/a		7,345		7,345		59		173
Home equity	—		—		n/a		—		—		—		—
Consumer and other	—		—		n/a		—		—		—		—
Subtotal	24,404		32,402		n/a		25,807		24,674		537		1,264
With an allowance recorded:
Commercial and industrial	37		37		$	22	37		33		—		1
Commercial tax exempt	—		—		—		—		—		—		—
Commercial real estate	7,164		7,593		593		7,194		7,259		79		237
Construction and land	—		—		—		—		660		—		—
Residential	6,877		6,877		701		5,977		5,994		36		115
Home equity	—		—		—		—		—		—		—
Consumer and other	—		—		—		—		—		—		—
Subtotal	14,078		14,507		1,316		13,208		13,946		115		353
Total:
Commercial and industrial	11,779		13,911		22		10,811		6,358		98		170
Commercial tax exempt	—		—		—		—		—		—		—
Commercial real estate	13,130		18,741		593		14,482		16,931		411		1,111
Construction and land	224		548		—		400		1,992		48		48
Residential	13,349		13,709		701		13,322		13,339		95		288
Home equity	—		—		—		—		—		—		—
Consumer and other	—		—		—		—		—		—		—
Total	$	38,482	$	46,909	$	1,316	$	39,015	$	38,620	$	652	$	1,617

_____________________


(1)	Recorded investment represents the client loan balance net of historical charge-offs and historical nonaccrual interest paid, which was applied to principal.

BOSTON PRIVATE FINANCIAL HOLDINGS, INC. AND SUBSIDIARIES

Notes to Unaudited Consolidated Financial Statements - (Continued)



	As of and for the year ended December 31, 2016
	Recorded Investment (1)		Unpaid Principal Balance		Related Allowance		Average Recorded Investment		Interest Income Recognized while Impaired
	(In thousands)
With no related allowance recorded:
Commercial and industrial	$	1,793	$	2,155	n/a		$	5,288	$	249
Commercial tax exempt	—		—		n/a		—		—
Commercial real estate	4,488		9,647		n/a		8,520		1,032
Construction and land	179		507		n/a		1,069		48
Residential	8,134		8,506		n/a		7,446		211
Home equity	—		—		n/a		—		—
Consumer and other	—		—		n/a		—		—
Subtotal	14,594		20,815		n/a		22,323		1,540
With an allowance recorded:
Commercial and industrial	—		—		$	—	31		1
Commercial tax exempt	—		—		—		—		—
Commercial real estate	7,115		7,544		548		7,230		314
Construction and land	—		—		—		507		—
Residential	4,284		4,284		565		5,505		143
Home equity	37		37		22		3		—
Consumer and other	—		—		—		—		—
Subtotal	11,436		11,865		1,135		13,276		458
Total:
Commercial and industrial	1,793		2,155		—		5,319		250
Commercial tax exempt	—		—		—		—		—
Commercial real estate	11,603		17,191		548		15,750		1,346
Construction and land	179		507		—		1,576		48
Residential	12,418		12,790		565		12,951		354
Home equity	37		37		22		3		—
Consumer and other	—		—		—		—		—
Total	$	26,030	$	32,680	$	1,135	$	35,599	$	1,998

_____________________


(1)	Recorded investment represents the client loan balance net of historical charge-offs and historical nonaccrual interest paid, which was applied to principal.

When management determines that it is probable that the Bank will not collect all principal and interest on a loan in accordance with the original loan terms, the loan is designated as impaired.

Loans that are designated as impaired require an analysis to determine the amount of impairment, if any. Impairment would be indicated as a result of the carrying value of the loan exceeding the estimated collateral value, less costs to sell, for collateral dependent loans or the net present value of the projected cash flow, discounted at the loan’s contractual effective interest rate, for loans not considered to be collateral dependent. Generally, shortfalls in the analysis on collateral dependent loans would result in the impairment amount being charged-off to the allowance for loan losses. Shortfalls on cash flow dependent loans may be carried as specific allocations to the general reserve unless a known loss is determined to have occurred, in which case such known loss is charged-off.

Loans in the held for sale category are carried at the lower of amortized cost or estimated fair value in the aggregate and are excluded from the allowance for loan losses analysis.

BOSTON PRIVATE FINANCIAL HOLDINGS, INC. AND SUBSIDIARIES

Notes to Unaudited Consolidated Financial Statements - (Continued)

forgiveness. As of September 30, 2017 and December 31, 2016 , TDRs totaled $14.7 million and $18.1 million , respectively. As of September 30, 2017 , $11.5 million of the $14.7 million in TDRs were on accrual status. As of December 31, 2016 , $12.4 million of the $18.1 million in TDRs were on accrual status.

Since all TDR loans are considered impaired loans, they are individually evaluated for impairment. The resulting impairment, if any, would have an impact on the allowance for loan losses as a specific reserve or charge-off. If, prior to the classification as a TDR, the loan was not impaired, there would have been a general or allocated reserve on the particular loan. Therefore, depending upon the result of the impairment analysis, there could be an increase or decrease in the related allowance for loan losses. Many loans initially categorized as TDRs are already on nonaccrual status and are already considered impaired. Therefore, there is generally not a material change to the allowance for loan losses when a nonaccruing loan is categorized as a TDR.

The following tables present the balance of TDRs that were restructured or defaulted during the periods indicated and the types of concessions granted:



	As of and for the three and nine months ended September 30, 2017
	Restructured in the current quarter and year to date					TDRs that defaulted that were restructured in prior twelve months
	# of Loans	Pre- modification recorded investment		Post- modification recorded investment		# of Loans	Post- modification recorded investment
	(Dollars in thousands)
Commercial and industrial	—	$	—	$	—	—	$	—
Commercial tax exempt	—	—		—		—	—
Commercial real estate	—	—		—		—	—
Construction and land	—	—		—		—	—
Residential (1)	1	108		109		—	—
Home equity	—	—		—		—	—
Consumer and other	—	—		—		—	—
Total	1	$	108	$	109	—	$	—

_____________________


(1)	Represents the following concession: temporary rate reduction.

BOSTON PRIVATE FINANCIAL HOLDINGS, INC. AND SUBSIDIARIES

Notes to Unaudited Consolidated Financial Statements - (Continued)



	As of and for the three months ended September 30, 2016
	Restructured in the current quarter					TDRs that defaulted that were restructured in prior twelve months
	# of Loans	Pre- modification recorded investment		Post- modification recorded investment		# of Loans	Post- modification recorded investment
	(Dollars in thousands)
Commercial and industrial	—	$	—	$	—	—	$	—
Commercial tax exempt	—	—		—		—	—
Commercial real estate	—	—		—		1	1,276
Construction and land	—	—		—		—	—
Residential	—	—		—		—	—
Home equity	—	—		—		—	—
Consumer and other	—	—		—		—	—
Total	—	$	—	$	—	1	$	1,276



	As of and for the nine months ended September 30, 2016
	Restructured in the current year to date					TDRs that defaulted that were restructured in prior twelve months
	# of Loans	Pre- modification recorded investment		Post- modification recorded investment		# of Loans	Post- modification recorded investment
	(Dollars in thousands)
Commercial and industrial	3	$	7,384	$	7,209	—	$	—
Commercial tax exempt	—	—		—		—	—
Commercial real estate	1	1,276		1,276		1	1,276
Construction and land	—	—		—		—	—
Residential	2	260		261		—	—
Home equity	—	—		—		—	—
Consumer and other	—	—		—		—	—
Total	6	$	8,920	$	8,746	1	$	1,276

BOSTON PRIVATE FINANCIAL HOLDINGS, INC. AND SUBSIDIARIES

Notes to Unaudited Consolidated Financial Statements - (Continued)



	As of and for the nine months ended September 30, 2016
	Extension of term			Temporary rate reduction			Payment deferral			Combination of concessions (1)			Total concessions
	# of Loans	Post- modifi- cation recorded invest- ment		# of Loans	Post- modifi- cation recorded invest- ment		# of Loans	Post- modifi- cation recorded invest- ment		# of Loans	Post- modifi- cation recorded invest- ment		# of Loans	Post- modifi- cation recorded invest- ment
	(Dollars in thousands)
Commercial and industrial	2	$	7,209	—	$	—	—	$	—	1	$	—	3	$	7,209
Commercial tax exempt	—	—		—	—		—	—		—	—		—	—
Commercial real estate	—	—		—	—		—	—		1	1,276		1	1,276
Construction and land	—	—		—	—		—	—		—	—		—	—
Residential	—	—		2	261		—	—		—	—		2	261
Home equity	—	—		—	—		—	—		—	—		—	—
Consumer and other	—	—		—	—		—	—		—	—		—	—

_____________________


(1)	Combination of concessions includes loans that have had more than one modification, including extension of term, temporary reduction of interest rate, and/or payment deferral.

7. Allowance for Loan Losses

The allowance for loan losses is reported as a reduction of outstanding loan balances, and totaled $74.9 million and $78.1 million at September 30, 2017 and December 31, 2016 , respectively.

The following tables present a summary of the changes in the allowance for loan losses for the periods indicated:



	As of and for the three months ended September 30,						As of and for the nine months ended September 30,
	2017			2016			2017			2016
	(In thousands)
Allowance for loan losses, beginning of period:
Commercial and industrial	$	11,672		$	13,246		$	12,751		$	15,814
Commercial real estate	48,136			45,507			50,412			44,215
Construction and land	3,585			4,740			3,039			6,322
Residential	10,282			10,752			10,449			10,544
Home equity	929			1,139			1,035			1,085
Consumer and other	405			369			391			520
Total allowance for loan losses, beginning of period	75,009			75,753			78,077			78,500
Loans charged-off:
Commercial and industrial	—			(285		)	(218		)	(2,393		)
Commercial real estate	—			—			—			—
Construction and land	—			—			—			(400		)
Residential	—			—			(58		)	(501		)
Home equity	—			—			—			—
Consumer and other	(38		)	(52		)	(283		)	(78		)
Total charge-offs	(38		)	(337		)	(559		)	(3,372		)

BOSTON PRIVATE FINANCIAL HOLDINGS, INC. AND SUBSIDIARIES

Notes to Unaudited Consolidated Financial Statements - (Continued)



	As of and for the three months ended September 30,						As of and for the nine months ended September 30,
	2017			2016			2017			2016
	(In thousands)
Recoveries on loans previously charged-off:
Commercial and industrial	241			81			395			1,457
Commercial real estate	76			1,767			3,605			5,709
Construction and land	13			490			13			1,117
Residential	—			49			47			53
Home equity	—			—			—			—
Consumer and other	4			4			22			11
Total recoveries	334			2,391			4,082			8,347
Provision/ (credit) for loan losses:
Commercial and industrial	973			859			(42		)	(977		)
Commercial real estate	(1,173		)	1,038			(6,978		)	(1,612		)
Construction and land	182			(2,086		)	728			(3,895		)
Residential	(431		)	103			(587		)	808
Home equity	(15		)	(62		)	(121		)	(8		)
Consumer and other	32			10			273			(122		)
Total provision/(credit) for loan losses	(432		)	(138		)	(6,727		)	(5,806		)
Allowance for loan losses at end of period:
Commercial and industrial	12,886			13,901			12,886			13,901
Commercial real estate	47,039			48,312			47,039			48,312
Construction and land	3,780			3,144			3,780			3,144
Residential	9,851			10,904			9,851			10,904
Home equity	914			1,077			914			1,077
Consumer and other	403			331			403			331
Total allowance for loan losses at end of period	$	74,873		$	77,669		$	74,873		$	77,669

The allowance for loan losses is an estimate of the inherent risk of loss in the loan portfolio as of the consolidated balance sheet dates. Management estimates the level of the allowance based on all relevant information available. Changes to the required level in the allowance result in either a provision for loan loss expense, if an increase is required, or a credit to the provision, if a decrease is required. Loan losses are charged to the allowance when available information confirms that specific loans, or portions thereof, are uncollectible. Recoveries on loans previously charged-off are credited to the allowance when received in cash.

The provision/ (credit) for loan losses and related balance in the allowance for loan losses for tax exempt commercial and industrial loans are included with commercial and industrial. The provision/ (credit) for loan losses and related balance in the allowance for loan losses for tax exempt commercial real estate loans are included with commercial real estate. There were no charge-offs or recoveries, for any period presented, for both commercial and industrial and commercial real estate tax exempt loans.

The following tables present the Company’s allowance for loan losses and loan portfolio at September 30, 2017 and December 31, 2016 by portfolio segment, disaggregated by method of impairment analysis. The Company had no loans acquired with deteriorated credit quality at September 30, 2017 or December 31, 2016 .

BOSTON PRIVATE FINANCIAL HOLDINGS, INC. AND SUBSIDIARIES

Notes to Unaudited Consolidated Financial Statements - (Continued)



	September 30, 2017
	Individually Evaluated for Impairment				Collectively Evaluated for Impairment				Total
	Recorded investment (loan balance)		Allowance for loan losses		Recorded investment (loan balance)		Allowance for loan losses		Recorded investment (loan balance)		Allowance for loan losses
	(In thousands)
Commercial and industrial	$	1,969	$	242	$	1,047,637	$	12,644	$	1,049,606	$	12,886
Commercial real estate	9,374		415		2,353,785		46,624		2,363,159		47,039
Construction and land	207		—		118,084		3,780		118,291		3,780
Residential	10,059		127		2,590,729		9,724		2,600,788		9,851
Home equity	36		21		107,191		893		107,227		914
Consumer	—				174,130		403		174,130		403
Total	$	21,645	$	805	$	6,391,556	$	74,068	$	6,413,201	$	74,873



	December 31, 2016
	Individually Evaluated for Impairment				Collectively Evaluated for Impairment				Total
	Recorded investment (loan balance)		Allowance for loan losses		Recorded investment (loan balance)		Allowance for loan losses		Recorded investment (loan balance)		Allowance for loan losses
	(In thousands)
Commercial and industrial	$	1,793	$	—	$	1,008,181	$	12,751	$	1,009,974	$	12,751
Commercial real estate	11,603		548		2,290,641		49,864		2,302,244		50,412
Construction and land	179		—		104,660		3,039		104,839		3,039
Residential	12,418		565		2,367,443		9,884		2,379,861		10,449
Home equity	37		22		118,780		1,013		118,817		1,035
Consumer	—		—		198,619		391		198,619		391
Total	$	26,030	$	1,135	$	6,088,324	$	76,942	$	6,114,354	$	78,077

8. Derivatives and Hedging Activities

The Company is exposed to certain risks arising from both its business operations and economic conditions. The Company principally manages its exposures to a wide variety of business and operational risks through management of its core business activities. The Company manages economic risks, including interest rate, liquidity, and credit risk, primarily by managing the amount, sources, and duration of its assets and liabilities and, to a lesser extent, the use of derivative financial instruments. Additionally, as a service to its customers, the Company may utilize derivative instruments such as customer foreign exchange forward contracts to manage its foreign exchange risk, if any. Specifically, the Company enters into derivative financial instruments to manage exposures that arise from business activities that result in the receipt or payment of future known and uncertain cash amounts, the value of which are generally determined by interest rates. 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 related to certain loans, deposits, and borrowings.

BOSTON PRIVATE FINANCIAL HOLDINGS, INC. AND SUBSIDIARIES

Notes to Unaudited Consolidated Financial Statements - (Continued)

The following table presents the fair value of the Company’s derivative financial instruments as well as their classification on the consolidated balance sheets as of September 30, 2017 and December 31, 2016 :



	September 30, 2017							December 31, 2016
	Asset derivatives			Liability derivatives				Asset derivatives			Liability derivatives
	Balance sheet location	Fair value (1)		Balance sheet location	Fair value (1)			Balance sheet location	Fair value (1)		Balance sheet location	Fair value (1)
	(In thousands)
Derivatives designated as hedging instruments:
Interest rate products	Other assets	$	39	Other liabilities	$	(360	)	Other assets	$	—	Other liabilities	$	(1,040	)
Derivatives not designated as hedging instruments:
Interest rate products	Other assets	15,314		Other liabilities	(15,536		)	Other assets	17,032		Other liabilities	(16,560		)
Risk participation agreements	Other assets	1		Other liabilities	(137		)	Other assets	15		Other liabilities	(6		)
Total		$	15,354		$	(16,033	)		$	17,047		$	(17,606	)

_____________________


(1)	For additional details, see Part I. Item 1. “Notes to Unaudited Consolidated Financial Statements-Note 5: Fair Value Measurements.”

BOSTON PRIVATE FINANCIAL HOLDINGS, INC. AND SUBSIDIARIES

Notes to Unaudited Consolidated Financial Statements - (Continued)

The following tables present the effect of the Company’s derivative financial instruments in the consolidated statements of operations for the three and nine months ended September 30, 2017 and 2016 :



Derivatives in cash flow hedging relationships	Amount of gain or (loss) recognized in OCI on derivatives (effective portion) (1)				Location of gain or (loss) reclassified from accumulated OCI into income (effective portion)	Amount of gain or (loss) reclassified from accumulated OCI into income (effective portion)
	Three months ended September 30,					Three months ended September 30,
	2017		2016			2017			2016
(In thousands)
Interest rate products	$	121	$	663	Interest expense	$	(293	)	$	(405	)
Total	$	121	$	663		$	(293	)	$	(405	)

_____________________


(1)	There was an additional $(1) thousand loss related to the ineffective portion for the three months ended as of September 30, 2017 and a $(19) thousand loss related to the ineffective portion for the three months ended as of September 30, 2016 .



Derivatives in cash flow hedging relationships	Amount of gain or (loss) recognized in OCI on derivatives (effective portion) (1)						Location of gain or (loss) reclassified from accumulated OCI into income (effective portion)	Amount of gain or (loss) reclassified from accumulated OCI into income (effective portion)
	Nine months ended September 30,							Nine months ended September 30,
	2017			2016				2017			2016
(In thousands)
Interest rate products	$	(237	)	$	(1,928	)	Interest expense	$	(953	)	$	(1,319	)
Total	$	(237	)	$	(1,928	)		$	(953	)	$	(1,319	)

____________________


(1)	There was an additional $(3) thousand loss related to the ineffective portion for the nine months ended as of September 30, 2017 and a $26 thousand gain related to the ineffective portion for the nine months ended as of September 30, 2016 .

The following table presents the components of the Company’s accumulated other comprehensive income/ (loss) related to the derivatives for the three and nine months ended September 30, 2017 and 2016 :



	Three months ended September 30,						Nine months ended September 30,
	2017			2016			2017			2016
	(In thousands)
Accumulated other comprehensive income/ (loss) on cash flow hedges, balance at beginning of period	$	(429	)	$	(2,109	)	$	(605	)	$	(1,123	)
Net change in unrealized gain/ (loss) on cash flow hedges	242			628			418			(358		)
Accumulated other comprehensive income/ (loss) on cash flow hedges, balance at end of period	$	(187	)	$	(1,481	)	$	(187	)	$	(1,481	)

The Bank has agreements with its derivative counterparties that contain provisions where, if the Bank defaults on any of its indebtedness, including default where repayment of the indebtedness has not been accelerated by the lender, then the Bank could also be declared in default on its derivative obligations. The Bank was in compliance with these provisions as of September 30, 2017 and December 31, 2016 .

The Bank also has agreements with certain of its derivative counterparties that contain provisions where, if the Bank fails to maintain its status as a well- or adequately-capitalized institution, then the counterparty could terminate the derivative positions and the Bank would be required to settle its obligations under the agreements. The Bank was in compliance with these provisions as of September 30, 2017 and December 31, 2016 .

Certain of the Bank’s agreements with its derivative counterparties contain provisions where, if specified, events or conditions occur that materially change the Bank’s creditworthiness in an adverse manner, the Bank may be required to fully collateralize its obligations under the derivative instruments. The Bank was in compliance with these provisions as of September 30, 2017 and December 31, 2016 .

BOSTON PRIVATE FINANCIAL HOLDINGS, INC. AND SUBSIDIARIES

Notes to Unaudited Consolidated Financial Statements - (Continued)

As of September 30, 2017 and December 31, 2016 , the termination amounts related to collateral determinations of derivatives in a liability position were $3.6 million and $3.4 million , respectively. The Company has minimum collateral posting thresholds with its derivative counterparties and pledged securities with market values of $5.6 million and $1.9 million , respectively, as of September 30, 2017 and December 31, 2016 , against its obligations under these agreements. The collateral posted is typically greater than the current liability position; however, due to timing of liability position changes at period end, the funding of a collateral shortfall may take place shortly following period end.

Cash Flow Hedges of Interest Rate Risk

The Company’s objectives in using interest rate derivatives are to add stability to interest income and expense and to manage its exposure to interest rate movements. To accomplish this objective, the Company has entered into interest rate swaps as part of its interest rate risk management strategy. These interest rate swaps are designated as cash flow hedges and involve the receipt of variable rate amounts from a counterparty in exchange for the Company making fixed payments. The Company has entered into interest rate swaps to hedge London Interbank Offered Rate (“LIBOR”) -indexed brokered deposits and the LIBOR component of the total cost of certain FHLB borrowings.

To accomplish this objective and strategy, the Bank has entered into a total of seven interest rate swaps, two during 2017 with effective dates of March 22, 2017 and five during 2013 with effective dates of December 1, 2014, September 2, 2014, June 1, 2014, March 1, 2014, and August 1, 2013.

The two interest rate swaps entered into during 2017 have notional amounts of $40 million and $60 million with terms of 1.75 and 2.25 years, respectively. These interest rate swaps will effectively fix the Bank’s interest payments on $100 million in interest-related cash outflows attributable to changes in the LIBOR component of FHLB borrowing liabilities at rates of 1.55% and 1.65%, respectively, with a weighted average rate of 1.61%. The borrowings hedged will initially be expected to be issuances and quarterly rollovers of 3-month FHLB advances but may also then include future issuances of 3-month repurchase agreements with similar characteristics and/or future issuances of either floating or fixed rate borrowings that are issued with the specific intent to replace the quarterly rollovers of the advances or repurchase agreements.

The five interest rate swaps entered into during 2013 each have a notional amount of $25 million and have terms ranging from three to six years from their respective effective dates. The interest rate swaps effectively fix the Bank’s interest payments on $125 million of its LIBOR-indexed deposit liabilities at rates between 1.68% and 2.32%, with a weighted average rate of 1.98%.

The Company uses the “Hypothetical Derivative Method” described in ASC 815, Derivatives and Hedging (“ASC 815”), for quarterly prospective and retrospective assessments of hedge effectiveness, as well as for measurements of hedge ineffectiveness. Under this method, the Company assesses the effectiveness of each hedging relationship by comparing the changes in cash flows of the derivative hedging instrument with the changes in cash flows of the designated hedged transactions. The effective portion of changes in the fair value of the derivative is initially reported in other comprehensive income (“OCI”) (outside of earnings) and subsequently reclassified to earnings in interest and dividend income when the hedged transactions affect earnings. Ineffectiveness resulting from the hedge is recorded as a gain or loss in the consolidated statement of operations as part of fees and other income. There was an immaterial amount of hedge ineffectiveness during the three and nine months ended September 30, 2017 and 2016 . The Company monitors the risk of counterparty default on an ongoing basis.

A portion of the balance reported in accumulated other comprehensive income related to derivatives will be reclassified to interest expense as interest payments are made or received on the Company’s interest rate swaps. During the next twelve months, the Company estimates that $0.4 million will be reclassified as an increase in interest expense.

BOSTON PRIVATE FINANCIAL HOLDINGS, INC. AND SUBSIDIARIES

Notes to Unaudited Consolidated Financial Statements - (Continued)

Non-designated Hedges

Derivatives not designated as hedges are not speculative and result from two different services the Bank provides to qualified commercial clients. The Bank offers certain derivative products directly to such clients. The Bank economically hedges derivative transactions executed with commercial clients by entering into mirror-image, offsetting derivatives with third parties. Derivative transactions executed as part of these programs are not designated in ASC 815-qualifying hedging relationships and are, therefore, marked-to-market through earnings each period. Because the derivatives have mirror-image contractual terms, the changes in fair value substantially offset through earnings. The net effect on earnings is primarily driven by changes in the credit valuation adjustment (“CVA”). The CVA represents the dollar amount of fair value adjustment related to nonperformance risk of both the Bank and its counterparties. Fees earned in connection with the execution of derivatives related to this program are recognized in the consolidated statement of operations in other income. As of September 30, 2017 and December 31, 2016 , the Bank had 138 and 136 derivatives, respectively, related to this program, comprised of interest rate swaps and caps, with an aggregate notional amount of $1.1 billion for each period. As of September 30, 2017 , there were no foreign currency exchange contracts outstanding related to this program, and as of December 31, 2016 , there was one foreign currency exchange contract with an aggregate notional amount of less than $0.1 million .

In addition, as a participant lender, the Bank has guaranteed performance on the pro-rated portion of swaps executed by other financial institutions. As the participant lender, the Bank is providing a partial guarantee, but is not a direct party to the related swap transactions. The Bank has no obligations under the risk participation agreements unless the borrower defaults on their swap transaction with the lead bank and the swap is in a liability position to the borrower. In that instance, the Bank has agreed to pay the lead bank a portion of the swap’s termination value at the time of the default. The derivative transactions entered into as part of these agreements are not designated, as per ASC 815, as qualifying hedging relationships and are, therefore, marked-to-market through earnings each period. As of September 30, 2017 , there were six of these risk participation transactions with an aggregate notional amount of $48.1 million and, as of December 31, 2016 , there were two of these risk participation transactions with an aggregate notional amount of $13.3 million .

The Bank has also participated out to another financial institution a pro-rated portion of two swaps executed by the Bank. The other financial institution has no obligations under the risk participation agreements unless the borrowers default on their swap transactions with the Bank and the swaps are in liability positions to the borrower. In those instances, the other financial institution has agreed to pay the Bank a portion of the swap’s termination value at the time of the default. The derivative transactions entered into as part of these agreements are not designated, as per ASC 815, as qualifying hedging relationships and are, therefore, marked-to-market through earnings each period. The pro-rated notional amount of these risk participation transactions was $6.1 million as of both September 30, 2017 and December 31, 2016 .

The following table presents the effect of the Bank’s derivative financial instruments not designated as hedging instruments in the consolidated statement of operations for the three and nine months ended September 30, 2017 and 2016 .



		Amount of gain or (loss), net, recognized in income on derivatives
Derivatives not designated as hedging instruments	Location of gain or (loss) recognized in income on derivatives	Three months ended September 30,						Nine months ended September 30,
Derivatives not designated as hedging instruments		2017			2016			2017			2016
		(In thousands)
Interest rate products	Other income/ (expense)	$	(49	)	$	1,224		$	(695	)	$	(935	)
Risk participation agreements	Other income/ (expense)	5			(7		)	325			6
Total		$	(44	)	$	1,217		$	(370	)	$	(929	)

BOSTON PRIVATE FINANCIAL HOLDINGS, INC. AND SUBSIDIARIES

Notes to Unaudited Consolidated Financial Statements - (Continued)

9. Income Taxes

The following table presents the components of income tax expense for continuing operations, discontinued operations, noncontrolling interests and the Company:



	Nine months ended September 30,
	2017			2016
	(In thousands)
Income from continuing operations:
Income before income taxes	$	82,985		$	76,444
Income tax expense	24,805			23,716
Net income from continuing operations	$	58,180		$	52,728
Effective tax rate, continuing operations	29.9		%	31.0		%

Income from discontinued operations:
Income before income taxes	$	6,631		$	7,432
Income tax expense	2,750			3,075
Net income from discontinued operations	$	3,881		$	4,357
Effective tax rate, discontinued operations	41.5		%	41.4		%

Less: Income attributable to noncontrolling interests:
Income before income taxes	$	3,190		$	3,010
Income tax expense	—			—
Net income attributable to noncontrolling interests	$	3,190		$	3,010
Effective tax rate, noncontrolling interests	—		%	—		%

Income attributable to the Company
Income before income taxes	$	86,426		$	80,866
Income tax expense	27,555			26,791
Net income attributable to the Company	$	58,871		$	54,075
Effective tax rate attributable to the Company	31.9		%	33.1		%

The effective tax rate for continuing operations for the nine months ended September 30, 2017 of 29.9% , with related tax expense of $24.8 million , was calculated based on a projected 2017 annual effective tax rate. The effective tax rate was less than the statutory rate of 35% due primarily to earnings from tax-exempt investments, income tax credits, and income attributable to noncontrolling interests. These items were partially offset by state and local income taxes.

The effective tax rate for continuing operations for the nine months ended September 30, 2016 of 31.0% , with related tax expense of $23.7 million , was calculated based on a projected 2016 annual effective tax rate. The effective tax rate was less than the statutory rate of 35% due primarily to earnings from tax-exempt investments, income tax credits, and income attributable to noncontrolling interests. These items were partially offset by state and local income taxes.

The effective tax rate for continuing operations for the nine months ended September 30, 2017 is lower than the effective tax rate for the same period in 2016 due primarily to a projected increase in earnings from tax-exempt investments and loans in 2017 as compared to 2016.

In the first quarter of 2017, the Company adopted ASU 2016-09. The impact of ASU 2016-09 for the nine months ended September 30, 2017, was a decrease in income tax expense of $0.3 million due to the fair value at the time of vesting of share-based compensation as compared to the grant date fair value, partially offset by stock options expiring unexercised due to being out of the money. There was no significant change to the Company’s effective tax rate related to the adoption of this ASU.

BOSTON PRIVATE FINANCIAL HOLDINGS, INC. AND SUBSIDIARIES

Notes to Unaudited Consolidated Financial Statements - (Continued)

10. Noncontrolling Interests

At the Company, noncontrolling interests consist of equity owned by management of the Company’s respective majority-owned affiliates. Net income attributable to noncontrolling interests in the consolidated statements of operations represents the net income allocated to the noncontrolling interest owners of the affiliates. Net income allocated to the noncontrolling interest owners was $1.1 million for each of the three month periods ended September 30, 2017 and 2016 , and $3.2 million and $3.0 million for the nine month periods ended September 30, 2017 and 2016 , respectively.

On the consolidated balance sheets, noncontrolling interests are included as the sum of the capital and undistributed profits allocated to the noncontrolling interest owners. Typically, this balance is included in a company’s permanent shareholders’ equity in the consolidated balance sheets. When the noncontrolling interest owners’ rights include certain redemption features, as described in ASC 480, Distinguishing Liabilities from Equity , such redeemable noncontrolling interests are classified as mezzanine equity and are not included in permanent shareholders’ equity. Due to the redemption features of the noncontrolling interests, the Company had redeemable noncontrolling interests held in mezzanine equity in the accompanying consolidated balance sheets of $15.9 million and $17.0 million at September 30, 2017 and December 31, 2016 , respectively. The aggregate amount of such redeemable noncontrolling equity interests are recorded at the estimated maximum redemption values. In addition, the Company had $4.8 million and $4.2 million in noncontrolling interests included in permanent shareholder’s equity at September 30, 2017 and December 31, 2016 , respectively.

Each non-wholly owned affiliate operating agreement provides the Company and/or the noncontrolling interests with contingent call or put redemption features used for the orderly transfer of noncontrolling equity interests between the affiliate noncontrolling interest owners and the Company at either a contractually predetermined fair value; multiple of earnings before interest, taxes, depreciation, and amortization (EBITDA); or fair value. The Company may liquidate these noncontrolling interests in cash, shares of the Company’s common stock, or other forms of consideration dependent on the operating agreement. These agreements are discussed in Part II. Item 8. “Financial Statements and Supplementary Data – Note 14: Noncontrolling Interests” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2016 .

Generally, these put and call redemption features refer to shareholder rights of both the Company and the noncontrolling interest owners of the Company’s majority-owned affiliate companies. The affiliate company noncontrolling interests generally take the form of limited liability company (LLC) units, profits interests, or common stock (collectively, the “noncontrolling equity interests”). In most circumstances, the put and call redemption features generally relate to the Company’s right and, in some cases, obligation to purchase and the noncontrolling equity interests’ right to sell their equity interests. There are various events that could cause the puts or calls to be exercised, such as a change in control, death, disability, retirement, resignation or termination. The puts and calls are generally to be exercised at the then fair value or a contractually agreed upon approximation thereof. The terms of these rights vary and are governed by the respective individual operating and legal documents.

The following table presents, by affiliate, the noncontrolling interests included as redeemable noncontrolling interests and noncontrolling interests in mezzanine and permanent equity, respectively, at the periods indicated:



	September 30, 2017		December 31, 2016
	(In thousands)
Anchor	$	9,644	$	10,934
BOS	7,330		6,782
DGHM (1)	3,700		3,417
Total	$	20,674	$	21,133
Redeemable noncontrolling interests	$	15,882	$	16,972
Noncontrolling interests	$	4,792	$	4,161

_____________________

(1) Only includes redeemable noncontrolling interests.

BOSTON PRIVATE FINANCIAL HOLDINGS, INC. AND SUBSIDIARIES

Notes to Unaudited Consolidated Financial Statements - (Continued)

The following tables present a rollforward of the Company’s redeemable noncontrolling interests and noncontrolling interests for the periods indicated:



	Three months ended						Nine months ended
	September 30, 2017						September 30, 2017
	Redeemable noncontrolling interests			Noncontrolling interests			Redeemable noncontrolling interests			Noncontrolling interests
	(In thousands)
Noncontrolling interests at beginning of period	$	17,216		$	4,375		$	16,972		$	4,161
Net income attributable to noncontrolling interests	802			272			2,385			805
Distributions	(869		)	(264		)	(2,414		)	(783		)
Purchases/ (sales) of ownership interests	103			85			235			85
Amortization of equity compensation	102			250			306			756
Adjustments to fair value	(1,472		)	74			(1,602		)	(232		)
Noncontrolling interests at end of period	$	15,882		$	4,792		$	15,882		$	4,792



	Three months ended						Nine months ended
	September 30, 2016						September 30, 2016
	Redeemable noncontrolling interests			Noncontrolling interests			Redeemable noncontrolling interests			Noncontrolling interests
	(In thousands)
Noncontrolling interests at beginning of period	$	15,843		$	3,379		$	18,088		$	3,393
Net income attributable to noncontrolling interests	821			289			2,308			702
Distributions	(809		)	(252		)	(2,213		)	(692		)
Purchases/ (sales) of ownership interests	—			—			(766		)	(18		)
Amortization of equity compensation	115			237			302			501
Adjustments to fair value	229			129			(1,520		)	(104		)
Noncontrolling interests at end of period	$	16,199		$	3,782		$	16,199		$	3,782

BOSTON PRIVATE FINANCIAL HOLDINGS, INC. AND SUBSIDIARIES

Notes to Unaudited Consolidated Financial Statements - (Continued)

11. Accumulated Other Comprehensive Income

The following table presents a summary of the amounts reclassified from accumulated other comprehensive income/ (loss) for the three and nine months ended September 30, 2017 and 2016 :



Description of component of accumulated other comprehensive income/ (loss)	Three months ended September 30,						Nine months ended September 30,						Affected line item in Statement of Operations
	2017			2016			2017			2016			Affected line item in Statement of Operations
	(In thousands)						(In thousands)
Adjustment for realized gains/ (losses) on available-for-sale securities, net:
Pre-tax	$	230		$	273		$	486		$	519		Gain on sale of investments, net
Tax expense/ (benefit)	89			101			193			189			Income tax expense
Net	$	141		$	172		$	293		$	330		Net income attributable to the Company
Net realized gain/ (loss) on cash flow hedges:
Hedges related to deposits:
Pre-tax	$	(293	)	$	(405	)	$	(953	)	$	(1,319	)	Interest expense on deposits
Pre-tax	(2		)	(19		)	(3		)	26			Other income
Tax expense/ (benefit)	(123		)	(175		)	(398		)	(532		)	Income tax expense
Net	$	(172	)	$	(249	)	$	(558	)	$	(761	)	Net income attributable to the Company
Total reclassifications for the period, net of tax	$	(31	)	$	(77	)	$	(265	)	$	(431	)

12. Restructuring

In the fourth quarter of 2014, the Company incurred restructuring charges related to the acquisition of Banyan Partners, LLC. The purpose of this restructuring was to realign the management structure within the Wealth Management and Trust segment. The total cost of the restructuring incurred in Q4 2014 was $0.7 million . In 2015, the Company incurred additional restructuring charges to further refine the management structure within the Wealth Management and Trust segment. The total cost of the restructuring charges in 2015 was $3.7 million .

In the first and second quarters of 2016, the Company incurred additional costs of $1.1 million and $0.9 million , respectively, in continued refinement of the management structure within the Wealth Management and Trust segment. The Company does not anticipate any additional restructuring costs related to this plan as of the date of this filing.

Restructuring expenses incurred since the plan of restructuring was first implemented in 2014 totaled $6.4 million , all within the Wealth Management and Trust segment.

BOSTON PRIVATE FINANCIAL HOLDINGS, INC. AND SUBSIDIARIES

Notes to Unaudited Consolidated Financial Statements - (Continued)

The following table presents a summary of the restructuring activity for the three and nine months ended September 30, 2017 and 2016 :



	Severance Charges			Total
	(In thousands)
Accrued charges at December 31, 2016	$	1,977		$	1,977
Costs paid	(618		)	(618		)
Accrued charges at March 31, 2017	1,359			1,359
Costs paid	(335		)	(335		)
Accrued charges at June 30, 2017	1,024			1,024
Costs paid	(410		)	(410		)
Accrued charges at September 30, 2017	$	614		$	614


Accrued charges at December 31, 2015	$	3,305		$	3,305
Costs incurred	1,112			1,112
Costs paid	(849		)	(849		)
Accrued charges at March 31, 2016	3,568			3,568
Costs incurred	905			905
Costs paid	(1,214		)	(1,214		)
Accrued charges at June 30, 2016	3,259			3,259
Costs paid	(552		)	(552		)
Accrued charges at September 30, 2016	$	2,707		$	2,707

13. Recent Accounting Pronouncements

In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606) (“ASU 2014-09”). ASU 2014-09 replaces existing revenue recognition standards and expands the disclosure requirements for revenue agreements with customers. ASU 2014-09 has been subsequently amended by additional ASUs, including ASU 2016-08, Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations (Reporting Revenue Gross versus Net) and ASU 2016-12, Revenue from Contracts with Customers (Topic 606): Narrow-Scope Improvements and Practical Expedients, collectively, “ASU 2014-09 et al. ” . Under the new standard, a company will recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration which the company expects to receive in exchange for those goods or services. ASU 2014-09 et al. does not apply to revenue associated with financial instruments such as loans and securities. Therefore, the Company’s net interest income will not be impacted by this new standard. The Company has assembled a project team to address the changes pursuant to ASU 2014-09 et al . The project team has completed the scope assessment. Approximately 61% of our revenue, including all of our interest income and a portion of our noninterest income, is out of scope of the guidance. The contracts that are in scope of the guidance are primarily related to service charges and fees on deposit accounts, wealth management and trust income, wealth advisory income, investment management income, and other service charges, commissions and fees. We are currently finalizing our review of these contracts and have not identified any material changes in the timing of revenue recognition. We plan to adopt ASU 2014-09 et al . using the modified retrospective transition method with a cumulative effect adjustment to opening retained earnings as of January 1, 2018. Although the Company does not anticipate any material impact of ASU 2014-09 et al. , the Company does expect additional financial statement disclosures and associated internal controls to be implemented along with the adoption of this ASU.

In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) . This ASU update amends current lease accounting and requires all leases, other than short-term leases, to be reported on the balance sheet through the recognition of a right-of-use asset and a corresponding liability for future lease obligations. The amended guidance will be effective for fiscal years beginning after December 15, 2018, including interim periods within those annual periods and will require transition utilizing a modified retrospective approach for leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements. Early adoption of this ASU is permitted although the Company does not plan to early adopt. The Company does not anticipate a material impact to revenue or operating expenses as a result of the adoption of

BOSTON PRIVATE FINANCIAL HOLDINGS, INC. AND SUBSIDIARIES

Notes to Unaudited Consolidated Financial Statements - (Continued)

this ASU. The Company expects that this ASU will gross up the assets and liabilities on the balance sheet related to the lease assets and liabilities.

In March 2016, the FASB issued ASU 2016-09. This update is intended to simplify several aspects of the accounting for employee share-based plans such as income tax consequences, classification of awards as either liabilities or equity on the balance sheet, and classification on the statement of cash flows. The Company adopted this ASU on January 1, 2017. The adoption of this ASU has resulted in, and will continue to result in, fluctuations in the Company’s earnings due to changes in the Company’s stock price between issuance date and settlement date of employee share-based transactions. In addition, the Company anticipates that certain stock options will expire unexercised, due to being out of the money, and this ASU requires the previous tax benefits to be reversed. For the nine months ended September 30, 2017, the impact on the Company’s income tax expense related to the adoption of this ASU was a decrease of $0.3 million.

In June 2016, the FASB issued ASU 2016-13, Financial Instruments (Topic 326) (“ASU 2016-13”). This update is intended to provide financial statement users with more decision-useful information about the expected credit losses on financial instruments and other commitments to extend credit held by a reporting entity at each reporting date. To achieve this objective, the amendments in this update replace the incurred loss impairment methodology in current GAAP with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates. This ASU will be effective for fiscal years beginning after December 15, 2019. Early adoption is available as of the fiscal year beginning after December 15, 2018. The Company does not plan on adopting early. The impact of this ASU on the Company’s consolidated financial statements will depend on factors at the time of adoption such as the balance and type of loans on the balance sheet, the Company’s loan loss history, and various qualitative factors.

In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows (Topic 230) (“ASU 2016-15”). This update is intended to reduce diversity in practice in how certain transactions are classified in the statement of cash flows. This ASU is effective for fiscal years beginning after December 15, 2017, and interim periods within those years. Early adoption is permitted, provided that all of the amendments are adopted in the same period, however the Company does not plan to early adopt. The guidance requires application using a retrospective transition method. The Company does not expect that this ASU will have a significant impact on its consolidated financial statements.

In January 2017, the FASB issued ASU 2017-04. This update is the result of the first phase of a two phase project by the FASB to reduce the cost and complexity of the goodwill impairment test. The objective of Phase 1 of the project, which resulted in ASU 2017-04, is to simplify how an entity is required to test goodwill for impairment by eliminating Step 2 from the goodwill impairment test. Step 2 measures a goodwill impairment loss by comparing the implied fair value of a reporting unit’s goodwill with the carrying amount of that goodwill. Instead, under the amendments in ASU 2017-04, an entity should perform its annual, or interim, goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount. An entity should recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value; however, the loss recognized should not exceed the total amount of goodwill allocated to that reporting unit. Additionally, an entity should consider income tax effects from any tax deductible goodwill on the carrying amount of the reporting unit when measuring the goodwill impairment loss, if applicable. Under the provisions of this update, an entity still has the option to perform the qualitative assessment, or Step 0 test, for a reporting unit to determine if the quantitative impairment test is necessary. This ASU will be effective for any annual or interim goodwill impairment tests in fiscal years beginning after December 15, 2019, with early adoption permitted for interim or annual goodwill impairment tests performed on testing dates after January 1, 2017. The Company elected to early adopt this ASU as of January 1, 2017. The adoption of this ASU could increase or decrease the amount of a goodwill impairment charge should any of the Company’s reporting units with goodwill fail a Step 1 test in the future, as compared to the amount of a goodwill impairment charge under the existing standards depending on the fair value of the reporting unit’s assets.

In March 2017, the FASB issued ASU 2017-08, Receivables—Nonrefundable Fees and Other Costs (Subtopic 310-20), Premium Amortization on Purchased Callable Debt Securities (“ASU 2017-08”). This update amends the amortization period for certain purchased callable debt securities held at a premium. The amortization period for the premium on such securities is being shortened to the earliest call date. Under current GAAP, entities generally amortize the premium as an adjustment of yield over the contractual life of the instrument. ASU 2017-08 is effective for fiscal years beginning after December 15, 2018, and interim periods within those years. Early adoption is permitted, including in an interim period. The guidance requires application using a modified retrospective transition method through a cumulative-effect adjustment to beginning retained earnings. The Company early adopted this ASU as of July 1, 2017, which had a minimal impact on the consolidated financial statements.

BOSTON PRIVATE FINANCIAL HOLDINGS, INC. AND SUBSIDIARIES

Notes to Unaudited Consolidated Financial Statements - (Continued)

In August 2017, the FASB issued ASU No. 2017-12, Targeted Improvements to Accounting for Hedging Activities (“ASU 2017-12”). The standard is intended to improve the transparency and understandability of information conveyed to financial statement users about an entity’s risk management activities by better aligning the entity’s financial reporting for hedging relationships with those risk management activities and to reduce the complexity of and simplify the application of hedge accounting by preparers. ASU No. 2017-12 is effective for interim and annual reporting periods beginning after December 15, 2018; early adoption is permitted. The Company plans to early adopt this ASU as of January 1, 2018. The Company currently has seven interest rate swaps that are designated for hedge accounting and the adoption is not expected to have a significant impact on the consolidated financial statements. This ASU will provide more flexibility in the Company’s risk management activities and we believe it will enhance the Company’s ability to employ risk management strategies, while improving the transparency and understanding of those strategies for financial statement users.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS

As of and for the three and nine months ended September 30, 2017

Certain statements contained in this Quarterly Report on Form 10-Q that are not historical facts may constitute forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and are intended to be covered by the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements involve risks and uncertainties. These statements, which are based on certain assumptions and describe our future plans, strategies and expectations, can generally be identified by the use of the words “may,” “will,” “should,” “could,” “would,” “plan,” “potential,” “estimate,” “project,” “believe,” “intend,” “anticipate,” “expect,” “target” and similar expressions. These statements include, among others, statements regarding our strategy, effectiveness of our investment programs, evaluations of future interest rate trends and liquidity, expectations as to growth in assets, deposits and results of operations, receipt of regulatory approval for pending acquisitions, success of acquisitions, future operations, market position, financial position, and prospects, plans and objectives of management. You should not place undue reliance on our forward-looking statements. You should exercise caution in interpreting and relying on forward-looking statements because they are subject to significant risks, uncertainties and other factors which are, in some cases, beyond the Company’s control.

Forward-looking statements are based on the current assumptions and beliefs of management and are only expectations of future results. The Company’s actual results could differ materially from those projected in the forward-looking statements as a result of, among others, factors referenced herein under the section captioned “Risk Factors”; adverse conditions in the capital and debt markets and the impact of such conditions on the Company’s private banking, wealth management and trust, investment management, and wealth advisory activities; changes in interest rates; competitive pressures from other financial institutions; the effects of weakness in general economic conditions on a national basis or in the local markets in which the Company operates; changes in the value of securities and other assets; changes in loan default and charge-off rates; the adequacy of loan loss reserves; reductions in deposit levels necessitating increased borrowing to fund loans and investments; operational risks including, but not limited to, cybersecurity, fraud, and natural disasters; changes in government regulation; the risk that goodwill and intangibles recorded in the Company’s financial statements will become impaired; the risk that the Company’s deferred tax assets may not be realized; risks related to the identification and implementation of acquisitions, dispositions and restructurings; and changes in assumptions used in making such forward-looking statements, as well as the other risks and uncertainties detailed in the Company’s Annual Report on Form 10-K and updated in the Company’s Quarterly Reports on Form 10-Q and other filings submitted to the Securities and Exchange Commission. Forward-looking statements speak only as of the date on which they are made. The Company does not undertake any obligation to update any forward-looking statement to reflect circumstances or events that occur after the date the forward-looking statements are made.

Executive Summary

Boston Private Financial Holdings, Inc. offers a wide range of wealth management and private banking services to high net worth individuals, families, businesses and select institutions through its four reportable segments: Private Banking, Wealth Management and Trust, Investment Management, and Wealth Advisory. This Executive Summary provides an overview of the most significant aspects of our operating segments and the Company’s operations in the third quarter of 2017 . Details of the matters addressed in this summary are provided elsewhere in this document and, in particular, in the sections immediately following.



	As of and for the three months ended September 30,
	2017			2016			$ Change			% Change
	(In thousands, except per share data)
Total revenues	$	96,894		$	89,883		$	7,011		8	%
Provision/ (credit) for loan losses	(432		)	(138		)	(294		)	nm
Total operating expense	69,346			61,670			7,676			12	%
Net income from continuing operations	19,691			19,699			(8		)	—	%
Net income attributable to noncontrolling interests	1,074			1,110			(36		)	(3	)%
Net income attributable to the Company	19,803			19,636			167			1	%
Diluted earnings per share:
From continuing operations	$	0.21		$	0.21		$	—		—	%
From discontinued operations	$	0.01		$	0.01		$	—		—	%
Total attributable to common shareholders	$	0.22		$	0.22		$	—		—	%

ASSETS UNDER MANAGEMENT AND ADVISORY:
Wealth Management and Trust	$	7,703,000		$	7,334,000		$	369,000		5	%
Wealth Advisory	10,992,000			10,028,000			964,000			10	%
Investment Managers	11,083,000			10,176,000			907,000			9	%
Less: Inter-company Relationship	(11,000		)	(11,000		)	—			—	%
Total Assets Under Management and Advisory	$	29,767,000		$	27,527,000		$	2,240,000		8	%

_____________________

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Net income attributable to the Company was $19.8 million for the three months ended September 30, 2017 and $19.6 million for the same period in 2016 . The Company recognized diluted earnings per share of $0.22 for each of the three month periods ended September 30, 2017 and 2016 .

Key items that affected the Company’s results in the third quarter of 2017 compared to the same period of 2016 include:

▪

Net interest income increased 14% , to $56.6 million for the three months ended September 30, 2017 , compared to $49.9 million for the same period of 2016 . The increase for the three months is due to higher volume and yields on loans, partially offset by higher volumes and average rates paid on interest-bearing deposits and higher volume and average rates paid on the Company’s borrowings. The net interest margin (“NIM”) was 3.02% for the three months ended September 30, 2017 , an increase of fourteen basis points compared to the same period in 2016 .

▪

Total fees and other income increased 1% to $40.3 million for the three months ended September 30, 2017 , compared to $40.0 million for the same period of 2016 . This increase was driven by a 7% increase in wealth management and trust fees, a 5% increase in investment management fees, and a 4% increase in wealth advisory fees, partially offset by decreases in swap fee income and market value adjustments on derivatives. Total fees and other income represents 42% of total revenue for the three months ended September 30, 2017 , compared to 45% of total revenue for the same period of 2016 .

▪

Total operating expenses increased 12% to $69.3 million for the three months ended September 30, 2017 , compared to $61.7 million for the same period of 2016 . Increases in salaries and employee benefits, occupancy and equipment, professional fees, and marketing and business development expenses were partially offset by decreases in amortization of intangibles and contract services and data processing expenses.

The Company’s Private Banking segment reported net income attributable to the Company of $16.3 million in the third quarter of 2017 , compared to net income attributable to the Company of $17.4 million for the same period of 2016 . The $1.1 million , or 6% , decrease was a result of the increase in operating expenses, particularly salaries and employee benefits and occupancy and equipment expenses, and a decrease in banking fee income related to swap fees, partially offset by the increase in net interest income and the increase in the credit to the provision for loan losses.

The Company’s Wealth Management and Trust segment reported net income attributable to the Company of $0.1 million in the third quarter of 2017 , compared to a net loss attributable to the Company of $0.8 million for the same period of 2016 . During 2015 and 2016, employee turnover and the related loss of clients led to a negative impact on revenues and AUM. AUM dropped to $7.1 billion at the end of Q1 2016, from a high of $9.3 billion in AUM at the beginning of 2015. During 2016 and 2017, the segment took several actions to refine the cost structure of the business and stabilize the AUM base. The 2017 net income is attributed to continued refinement of the business’ cost structure combined with an increase in revenue levels year-over-year. Wealth management and trust fee income increased $0.8 million, or 7%, compared to the same period in 2016, while operating expenses decreased $0.6 million, or 5%, as compared to the same period in 2016. Fee-based revenue in the Wealth Management and Trust segment is determined based on beginning-of-quarter, end-of-month, or, for a small number of clients, end-of-quarter AUM data, depending on the custodian. Wealth Management and Trust AUM increased $0.4 billion , or 5% , to $7.7 billion at September 30, 2017 from $7.3 billion at September 30, 2016 . The increase in AUM is due to positive market action of $0.3 billion and net inflows of $0.1 billion for the twelve months ending September 30, 2017 .

The Company’s Investment Management segment reported net income attributable to the Company of $1.4 million in the third quarter of 2017 , compared to net income attributable to the Company of $1.3 million for the same period of 2016 . The 9% increase was due primarily to a 5% increase in investment management fee income, partially offset by a 5% increase in operating expenses, primarily in legal fees and salaries and employee benefits. Most fee-based revenue in the investment management segment is determined based on beginning-of-period AUM data. Investment Management AUM increased $0.9 billion , or 9% , to $11.1 billion at September 30, 2017 from $10.2 billion at September 30, 2016 , primarily due to positive market action of $1.3 billion, partially offset by net outflows of $0.4 billion for the twelve months ending September 30, 2017 .

The Company’s Wealth Advisory segment reported net income attributable to the Company of $2.0 million in the third quarter of 2017 , compared to net income attributable to the Company of $1.8 million for the same period of 2016 . The 9% increase was due to a 4% increase in wealth advisory fee income, partially offset by a 2% increase in operating expenses. The operating expense increase was primarily due to increased salaries and employee benefits expense, and occupancy and equipment expense, partially offset by decreased intangible amortization expense. Wealth Advisory AUM increased $1.0 billion , or 10% , to $11.0 billion at September 30, 2017 from $10.0 billion at September 30, 2016 , primarily due to positive market action of $0.9 billion and net inflows of $0.1 billion for the twelve months ending September 30, 2017 .

Critical Accounting Policies

Critical accounting policies reflect significant judgments and uncertainties, and could potentially result in materially different results under different assumptions and conditions. The Company believes that its most critical accounting policies upon which its financial condition depends, and which involve the most complex or subjective decisions or assessments are the allowance for loan and lease losses, the valuation of goodwill and intangible assets and analysis for impairment, and tax estimates. These policies are discussed in Part II. Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Critical Accounting Policies” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2016 . There have been no changes to these policies through the filing of this Quarterly Report on Form 10-Q.

Results of operations for the three and nine months ended September 30, 2017 versus September 30, 2016

Net Income. The Company recorded net income from continuing operations for the three and nine months ended September 30, 2017 of $19.7 million and $58.2 million , respectively, compared to $19.7 million and $52.7 million for the same respective periods in 2016 . Net income attributable to the Company, which includes income from both continuing and discontinued operations, for the three and nine months ended September 30, 2017 was $19.8 million and $58.9 million , respectively, compared to $19.6 million and $54.1 million for the same respective periods in 2016 .

The Company recognized diluted EPS attributable to common shareholders, which includes both continuing and discontinued operations, for the three and nine months ended September 30, 2017 of $0.22 per share and $0.66 per share, respectively, compared to $0.22 per share and $0.62 per share, respectively, for the same periods in 2016 .

Net income from continuing operations in both 2017 and 2016 was partially offset by charges that reduce income available to common shareholders. See Part I. Item 1. “Notes to Unaudited Consolidated Financial Statements - Note 2: Earnings Per Share” for further detail on these charges to income available to common shareholders.

The following discussions are based on the Company’s continuing operations, unless otherwise stated.

The following table presents selected financial highlights:



	Three months ended September 30,						% Change		Nine months ended September 30,						% Change
	2017			2016			% Change		2017			2016			% Change
	(In thousands)
Net interest income	$	56,627		$	49,871		14	%	$	167,414		$	148,919		12	%
Fees and other income	40,267			40,012			1	%	114,791			114,829			—	%
Total revenue	96,894			89,883			8	%	282,205			263,748			7	%
Provision/ (credit) for loan losses	(432		)	(138		)	nm		(6,727		)	(5,806		)	16	%
Operating expense	69,346			61,670			12	%	205,947			193,110			7	%
Income tax expense	8,289			8,652			(4	)%	24,805			23,716			5	%
Net income from continuing operations	19,691			19,699			—	%	58,180			52,728			10	%
Net income from discontinued operations	1,186			1,047			13	%	3,881			4,357			(11	)%
Less: Net income attributable to noncontrolling interests	1,074			1,110			(3	)%	3,190			3,010			6	%
Net income attributable to the Company	$	19,803		$	19,636		1	%	$	58,871		$	54,075		9	%

Net interest income . Net interest income represents the difference between interest earned, primarily on loans and investments, and interest paid on funding sources, primarily deposits and borrowings. Interest rate spread is the difference between the average rate earned on total interest-earning assets and the average rate paid on total interest-bearing liabilities. Net Interest Margin (“NIM”) is calculated by taking annualized net interest income for the period, on a fully taxable-equivalent (“FTE”) basis, as a percentage of average interest-earning assets. The average rate earned on earning assets is the amount of annualized taxable equivalent interest income expressed as a percentage of average earning assets. The average rate paid on interest-bearing liabilities is equal to annualized interest expense as a percentage of average interest-bearing liabilities. When credit quality declines and loans are placed on nonaccrual status, NIM can decrease because the same assets are earning less income. Loans graded as substandard but still accruing interest income totaled $53.7 million at September 30, 2017 and could be placed on nonaccrual status if their credit quality declines further.

Net interest income for the three months ended September 30, 2017 was $56.6 million , an increase of $6.8 million , or 14% , compared to the same period in 2016 . For the nine months ended September 30, 2017 , net interest income was $167.4 million , an increase of $18.5 million , or 12% , compared to the same period in 2016 . The increase for the three months is due to higher volume and yields on loans and higher yields on cash and investments, partially offset by higher volume and average rates paid on the Company’s borrowings and interest-bearing deposits, and higher rates paid on the Company’s junior subordinated debentures. The increase for the nine months is due to higher volume and yields on loans and cash and investments, partially offset by higher volume and average rates paid on and interest-bearing deposits and the Company’s FHLB and other borrowings, and higher average rates paid on the Company’s junior subordinated debentures. The NIM was 3.02% for the three months ended September 30, 2017 , an increase of fourteen basis points compared to the same period in 2016 . For the nine months ended September 30, 2017 , the NIM was 3.01% , an increase of nine basis points compared to the same period in 2016 .

The following tables present the composition of the Company’s NIM on a FTE basis for the three and nine months ended September 30, 2017 and 2016 ; however, the discussion following these tables reflects non-FTE data.



	Average Balance				Interest Income/Expense				Average Yield/Rate
	As of and for the three months ended September 30,
AVERAGE BALANCE SHEET:	2017		2016		2017		2016		2017		2016
AVERAGE ASSETS	(In thousands)
Interest-Earning Assets:
Cash and Investments: (1)
Taxable investment securities	$	353,374	$	372,852	$	1,569	$	1,537	1.77	%	1.65	%
Non-taxable investment securities (2)	295,727		271,864		2,559		2,221		3.46	%	3.27	%
Mortgage-backed securities	631,052		629,748		3,267		3,079		2.07	%	1.96	%
Federal funds sold and other	146,285		152,892		916		469		2.47	%	1.20	%
Total Cash and Investments	1,426,438		1,427,356		8,311		7,306		2.33	%	2.05	%
Loans (3):
Commercial and Industrial (2)	994,388		1,065,787		10,001		10,626		3.94	%	3.90	%
Commercial Real Estate (2)	2,381,583		1,976,327		25,579		19,860		4.20	%	3.93	%
Construction and Land	113,562		117,183		1,415		1,263		4.88	%	4.22	%
Residential	2,567,044		2,300,392		20,423		17,812		3.18	%	3.10	%
Home Equity	106,744		122,505		1,128		1,105		4.19	%	3.59	%
Other Consumer	187,184		182,315		1,554		1,154		3.29	%	2.52	%
Total Loans	6,350,505		5,764,509		60,100		51,820		3.73	%	3.55	%
Total Earning Assets	7,776,943		7,191,865		68,411		59,126		3.48	%	3.25	%
Less: Allowance for Loan Losses	75,166		76,424
Cash and due From Banks (Non-interest Bearing)	42,031		39,301
Other Assets	455,820		445,517
TOTAL AVERAGE ASSETS	$	8,199,628	$	7,600,259
AVERAGE LIABILITIES, RNCI, AND SHAREHOLDERS’ EQUITY
Interest-Bearing Liabilities:
Interest-Bearing Deposits (4):
NOW	$	630,282	$	551,085	$	189	$	120	0.12	%	0.09	%
Savings	71,900		76,999		16		25		0.09	%	0.13	%
Money Market	3,065,059		2,922,687		3,436		2,877		0.44	%	0.39	%
Certificates of Deposit	671,992		560,546		1,715		1,141		1.01	%	0.81	%
Total Interest Bearing Deposits	4,439,233		4,111,317		5,356		4,163		0.48	%	0.40	%
Junior Subordinated Debentures	106,363		106,363		761		591		2.80	%	2.17	%
FHLB Borrowings and Other Borrowings	736,035		624,528		2,768		1,978		1.47	%	1.24	%
Total Interest Bearing Liabilities	5,281,631		4,842,208		8,885		6,732		0.66	%	0.55	%
Non-interest Bearing Demand Deposits (4)	1,966,479		1,824,548
Payables and Other Liabilities	121,288		135,901
Total Average Liabilities	7,369,398		6,802,657
Redeemable Noncontrolling Interests	21,634		19,504
Average Shareholders’ Equity	808,596		778,098
TOTAL AVERAGE LIABILITIES, RNCI, AND SHAREHOLDERS’ EQUITY	$	8,199,628	$	7,600,259
Net Interest Income - on a FTE Basis					$	59,526	$	52,394
FTE Adjustment (2)					2,899		2,523
Net Interest Income (GAAP Basis)					$	56,627	$	49,871
Interest Rate Spread									2.82	%	2.70	%
Net Interest Margin									3.02	%	2.88	%



	Average Balance				Interest Income/Expense				Average Yield/Rate
	As of and for the nine months ended September 30,
AVERAGE BALANCE SHEET:	2017		2016		2017		2016		2017		2016
AVERAGE ASSETS	(In thousands)
Interest-Earning Assets:
Cash and Investments: (1)
Taxable investment securities	$	369,929	$	373,273	$	4,831	$	4,638	1.74	%	1.66	%
Non-taxable investment securities (2)	295,195		265,280		7,576		6,512		3.42	%	3.27	%
Mortgage-backed securities	652,159		594,461		10,266		9,126		2.10	%	2.05	%
Federal funds sold and other	169,114		160,114		2,347		1,381		1.55	%	1.14	%
Total Cash and Investments	1,486,397		1,393,128		25,020		21,657		2.21	%	2.07	%
Loans (3):
Commercial and Industrial (2)	988,449		1,072,051		29,077		32,358		3.88	%	3.97	%
Commercial Real Estate (2)	2,354,996		1,915,839		75,556		59,216		4.23	%	4.06	%
Construction and Land	115,629		147,548		4,036		4,367		4.60	%	3.89	%
Residential	2,494,151		2,262,262		58,988		52,555		3.15	%	3.10	%
Home Equity	111,423		121,849		3,302		3,260		3.96	%	3.57	%
Other Consumer	191,550		172,578		4,500		3,193		3.14	%	2.47	%
Total Loans	6,256,198		5,692,127		175,459		154,949		3.71	%	3.60	%
Total Earning Assets	7,742,595		7,085,255		200,479		176,606		3.43	%	3.30	%
Less: Allowance for Loan Losses	77,957		78,008
Cash and due From Banks (Non-interest Bearing)	42,006		39,869
Other Assets	436,373		432,005
TOTAL AVERAGE ASSETS	$	8,143,017	$	7,479,121
AVERAGE LIABILITIES, RNCI, AND SHAREHOLDERS’ EQUITY
Interest-Bearing Liabilities:
Interest-Bearing Deposits (4):
NOW	$	616,054	$	549,429	$	472	$	311	0.10	%	0.08	%
Savings	72,831		75,958		49		71		0.09	%	0.13	%
Money Market	3,149,545		2,958,051		9,801		8,615		0.42	%	0.39	%
Certificates of Deposit	642,820		566,022		4,514		3,423		0.94	%	0.81	%
Total Interest-Bearing Deposits	4,481,250		4,149,460		14,836		12,420		0.44	%	0.40	%
Junior Subordinated Debentures	106,363		106,363		2,148		1,753		2.66	%	2.17	%
FHLB Borrowings and Other Borrowings	722,087		623,030		7,439		6,138		1.36	%	1.29	%
Total Interest-Bearing Liabilities	5,309,700		4,878,853		24,423		20,311		0.61	%	0.55	%
Non-interest Bearing Demand Deposits (4)	1,903,709		1,691,872
Payables and Other Liabilities	115,622		121,601
Total Average Liabilities	7,329,031		6,692,326
Redeemable Noncontrolling Interests	21,341		20,225
Average Shareholders’ Equity	792,645		766,570
TOTAL AVERAGE LIABILITIES, RNCI, AND SHAREHOLDERS’ EQUITY	$	8,143,017	$	7,479,121
Net Interest Income - on a FTE Basis					$	176,056	$	156,295
FTE Adjustment (2)					8,642		7,376
Net Interest Income (GAAP Basis)					$	167,414	$	148,919
Interest Rate Spread									2.82	%	2.75	%
Net Interest Margin									3.01	%	2.92	%

____________________


(1)	Investments classified as available-for-sale and held-to-maturity are shown in the average balance sheet at amortized cost.


(2)	Interest income on non-taxable investments and loans is presented on a FTE basis using statutory rates. The discussion following these tables reflects non-FTE data.


(3)	Includes loans held for sale and nonaccrual loans.


(4)	Includes deposits held for sale, if any.

Interest and dividend income . Total interest and dividend income for the three months ended September 30, 2017 was $65.5 million , an increase of $8.9 million , or 16% , compared to the same period in 2016 . Interest and dividend income for the nine months ended September 30, 2017 was $191.8 million , an increase of $22.6 million , or 13% , compared to the same period in 2016 . The increase for the three and nine months was primarily due to higher volume and yields on loans and higher yields on cash and investments as well as, for the nine month period, higher volume of cash and investments.

The Bank generally has interest income that is either recovered or reversed related to nonaccrual loans each quarter. Based on the net amount recovered or reversed, the impact on interest income and related yields can be either positive or negative. In addition, the Bank collects prepayment penalties on certain commercial loans that pay off prior to maturity which could also impact interest income and related yields positively. The amount and timing of prepayment penalties varies from quarter to quarter.

Interest income on commercial and industrial loans, on a non-FTE basis, for the three months ended September 30, 2017 was $8.7 million , a decrease of $0.1 million , or 1% , compared to the same period in 2016 , as a result of a 7% decrease in the average balance, partially offset by an 18 basis point increase in the average yield. For the nine months ended September 30, 2017 , commercial and industrial interest income was $25.3 million , a decrease of $2.0 million , or 7% , compared to the same period in 2016 , as a result of an 8% decrease in the average balance, partially offset by a three basis point increase in the average yield. The decreases in the average balances for the three and nine month periods are related to the reclassification in the fourth quarter of 2016 of tax-exempt multifamily loans into commercial real estate loans. The decreases in average balances for the three and nine month periods are also due to a number of factors including seasonal fluctuations of the commercial loan portfolio at the Bank. The increase in the average yield for the three and nine month periods is the result of market conditions and the fluctuations in the indicies to which the variable rate loans are tied.

Interest income on commercial real estate loans, on a non-FTE basis, for the three months ended September 30, 2017 was $24.8 million , an increase of $5.0 million , or 25% , compared to the same period in 2016 , as a result of a 21% increase in the average balance and a 15 basis point increase in the average yield. For the nine months ended September 30, 2017 , commercial real estate interest income was $73.4 million , an increase of $14.2 million , or 24% , compared to the same period in 2016 , as a result of a 23% increase in the average balance and a five basis point increase in the average yield. The increases in the average balances for the three and nine month periods are related to the reclassification in the fourth quarter of 2016 of certain tax-exempt multifamily loans into commercial real estate loans. The increases in average balances for the three and nine month periods are also related to the organic growth of the commercial real estate loan portfolio at the Bank. The changes in the average yields for the three and nine month periods are the result of market conditions as well as fluctuations in the indicies to which the variable rate loans are tied.

Interest income on construction and land loans for the three months ended September 30, 2017 was $1.4 million , an increase of $0.2 million , or 12% , compared to the same period in 2016 , as a result of a 66 basis point increase in the average yield, partially offset by a 3% decrease in the average balance. For the nine months ended September 30, 2017 , construction and land interest income was $4.0 million , a decrease of $0.3 million , or 8% , compared to the same period in 2016 , as a result of a 22% decrease in the average balance, partially offset by a 71 basis point increase in the average yield. The decreases in the average balances for the three and nine month periods are related to customer demand. The increases in the average yields for the three and nine month periods are the result of market conditions as well as fluctuations in the indicies to which the variable rate loans are tied.

Interest income on residential mortgage loans for the three months ended September 30, 2017 was $20.4 million , an increase of $2.6 million , or 15% , compared to the same period in 2016 , as a result of a 12% increase in the average balance and an eight basis point increase in the average yield. For the nine months ended September 30, 2017 , residential mortgage interest income was $59.0 million , an increase of $6.4 million , or 12% , compared to the same period in 2016 , as a result of a 10% increase in the average balance and a five basis point increase in the average yield. The increase in the average balances for the three and nine month periods is related to the organic growth of the residential loan portfolio at the Bank. The increases in the average yields for the three and nine month periods are the result of market conditions and adjustable rate mortgage (“ARM”) loans repricing to higher rates.

Interest income on home equity loans for the three months ended September 30, 2017 was $1.1 million , an increase of 2% compared to the same period in 2016 , as a result of a 60 basis point increase in the average yield, partially offset by a 13% decrease in the average balance. For the nine months ended September 30, 2017 , home equity interest income was $3.3 million , a slight increase of 1% compared to the same period in 2016 , as a result of a 39 basis point increase in the average yield offset by a 9% decrease in the average balance. The decrease in the average balance for the three and nine month periods is related to the timing of customer demand. The increase in the average yield for the three and nine month periods is the result of increases in the Prime rate.

Interest income on other consumer loans for the three months ended September 30, 2017 was $1.6 million , an increase of $0.4 million , or 35% , compared to the same period in 2016 , as a result of a 77 basis point increase in the average yield and a 3% increase in the average balance. For the nine months ended September 30, 2017 , other consumer interest income was $4.5 million , an increase of $1.3 million , or 41% , compared to the same period in 2016 , as a result of an 11% increase in the average balance and a 67 basis point increase in the average yield. The increase in the average yield for the three and nine month periods is primarily the result of increases in the Prime rate. The increase in the average balance for the three and nine month periods is primarily due to client demand.

Investment income, on a non-FTE basis, for the three months ended September 30, 2017 was $7.4 million , an increase of $0.9 million , or 14% , compared to the same period in 2016 , as a result of a 24 basis point increase in the average yield with a flat average balance. For the nine months ended September 30, 2017 , investment income was $22.4 million , an increase of $3.0 million , or 15% , compared to the same period in 2016 , as a result of a 7% increase in the average balance and a 12 basis point increase in the average yield. The increases in the average yields for the three and nine month periods are partially due to the increases in short-term interest rates. The increase in the average balance for the nine month period is primarily due to timing and volume of deposit balances as compared to the level of loans outstanding. Investment decisions are made based on anticipated liquidity, loan demand, and asset-liability management considerations.

Interest expense . Total interest expense for the three months ended September 30, 2017 was $8.9 million , an increase of $2.2 million , or 32% , compared to the same period in 2016 . For the nine months ended September 30, 2017 , total interest expense was $24.4 million , an increase of $4.1 million , or 20% , compared to the same period in 2016 .

Interest expense on interest-bearing deposits for the three months ended September 30, 2017 was $5.4 million , an increase of $1.2 million , or 29% , compared to the same period in 2016 , as a result of an eight basis point increase in the average rate paid, and an 8% increase in the average balance. For the nine months ended September 30, 2017 , interest expense on deposits was $14.8 million , an increase of $2.4 million , or 19% , compared to the same period in 2016 , as a result of an 8% increase in the average balance and a four basis point increase in the average rate paid.

Interest paid on non-deposit interest-bearing liabilities for the three months ended September 30, 2017 was $3.5 million , an increase of $1.0 million , or 37% , compared to the same period in 2016 , as a result of a 63 basis point increase in the average rate paid on FHLB borrowings and other borrowings, a 23 basis point increase in the average rate paid on junior subordinated debentures, and an 18% increase in the average balance of FHLB borrowings and other borrowings. For the nine months ended September 30, 2017 , interest paid on borrowings was $9.6 million , an increase of $1.7 million , or 21% , compared to the same period in 2016 , as a result of a 16% increase in the average balance of FHLB borrowings and other borrowings, a seven basis point increase in the average rate paid on FHLB borrowings and other borrowings, and a 49 basis point increase in the average rate paid on junior subordinated debentures. The increases for the three and nine month periods in the average rate paid on borrowings is due to the increases in benchmark interest rates, the mix and terms of borrowings, and the impact of derivatives.

Provision/ (credit) for loan losses. The Company recorded a credit to the provision for loan losses of $0.4 million for the three months ended September 30, 2017 , compared to a credit to the provision for loan losses of $0.1 million for the same period in 2016 . For the nine months ended September 30, 2017 , the Company recorded a credit to the provision for loan losses of $6.7 million , compared to a credit of $5.8 million for the same period in 2016 . The credits to the provision for loan losses for the three and nine months ended September 30, 2017 were the result of net recoveries and improved loss factors, partially offset by an increase in criticized loans and loan growth.

The provision/ (credit) for loan losses is determined as a result of the required level of the allowance for loan losses, estimated by management, which reflects the inherent risk of loss in the loan portfolio as of the balance sheet dates. The Company incorporates both quantitative and qualitative loss factors to determine the appropriate level of the allowance for loan losses. Quantitative loss factors are based on historical net charge-offs by loan portfolio. Qualitative factors are estimated by management and include trends in problem loans, economic and business conditions, strength of management, real estate collateral values, and underwriting standards. For further details, see “Loan Portfolio and Credit Quality” below.

Fees and other income. Total fees and other income for the three months ended September 30, 2017 was $40.3 million , an increase of $0.3 million , or 1% , compared to the same period in 2016 . For the nine months ended September 30, 2017 , total fees and other income was $114.8 million , flat as compared to the same period in 2016 . Factors affecting the increase in the three month period include higher fee income in the Wealth Management and Trust, Investment Management, and Wealth Advisory segments due to increases in AUM, partially offset by decreases in banking fee income related to swap fees and in other income related to fair market value adjustments on derivative agreements. Factors affecting the balances in the nine month periods include decreases in banking fee income related to swap fees, partially offset by increases in fee income in the Investment Management, Wealth Advisory, and Wealth Management and Trust segments due to increases in AUM.

Investment management fee income for the three months ended September 30, 2017 was $11.3 million , an increase of $0.6 million , or 5% , compared to the same period in 2016 . For the nine months ended September 30, 2017 , investment management fee income was $33.2 million , an increase of $1.2 million , or 4% , compared to the same period in 2016 . AUM as of September 30, 2017 managed or advised by the Investment Managers was $11.1 billion , an increase of $0.9 billion , or 9% , compared to 2016 . The increase is primarily due to positive market action of $1.3 billion, partially offset by net outflows of $0.4 billion for the twelve months ending September 30, 2017 .

Wealth advisory fee income for the three months ended September 30, 2017 was $13.3 million , an increase of $0.5 million , or 4% , compared to the same period in 2016 . For the nine months ended September 30, 2017 , wealth advisory fee income was $39.1 million , an increase of $1.1 million , or 3% , compared to the same period in 2016 . AUM managed or advised by the Wealth Advisors was $11.0 billion at September 30, 2017 , an increase of $1.0 billion , or 10% , compared to September 30, 2016 . The increase is due to positive market action of $0.9 billion and net inflows of $0.1 billion for the twelve months ending September 30, 2017 .

Wealth management and trust fee income for the three months ended September 30, 2017 was $11.6 million , an increase of $0.8 million , or 7% , compared to the same period in 2016 . For the nine months ended September 30, 2017 , wealth management and trust fee income was $33.6 million , an increase of $0.7 million , or 2% , compared to the same period in 2016 . AUM as of September 30, 2017 managed or advised by Boston Private Wealth was $7.7 billion , an increase of $0.4 billion , or 5% , compared to September 30, 2016 . The increase is due to positive market action of $0.3 billion and net inflows of $0.1 billion for the twelve months ending September 30, 2017 .

Other banking fee income for the three months ended September 30, 2017 was $2.7 million , a decrease of $0.7 million , or 21% , compared to the same period in 2016 . For the nine months ended September 30, 2017 , other banking fee income was $6.4 million , a decrease of $3.3 million , or 34% , compared to the same period in 2016 . The decrease for both the three and nine month periods is related to decreases in swap fee income due to elevated 2016 client demand for loan swap agreements. These decreases were partially offset in both the three and nine month periods by the increase in Bank Owned Life Insurance (“BOLI”) income, which is related to the additional $50.0 million investment in BOLI in the first quarter of 2017.

Other income for the three months ended September 30, 2017 was $1.0 million , a decrease of $0.7 million , or 43% , compared to the same period in 2016 . For the nine months ended September 30, 2017 , other income was $1.7 million , an increase of $1.0 million compared to the same period in 2016 . The decrease for the three month period and the increase for the nine month period were related to fluctuations in gains and losses on fair market value adjustments on derivative agreements in 2016 that did not recur in 2017.

Operating Expense. Total operating expense for the three months ended September 30, 2017 was $69.3 million , an increase of $7.7 million , or 12% , compared to the same period in 2016 . For the nine months ended September 30, 2017 , total operating expense was $205.9 million , an increase of $12.8 million , or 7% , compared to the same period in 2016 . The changes for the three month period ended September 30, 2017 are primarily due to increases in salaries and employee benefits, occupancy and equipment, professional services, marketing and business development, and other expenses, partially offset by decreases in contract services and data processing and FDIC insurance expenses. The changes for the nine month period ended September 30, 2017 are primarily due to increases in salaries and employee benefits, occupancy and equipment, professional services, other expenses, and marketing and business development, partially offset by decreases in contract services and data processing, FDIC insurance, and amortization of intangibles expenses. Additionally, the Company incurred no restructuring charges in the three or nine months ended September 30, 2017 and the three months ended September 30, 2016, and incurred restructuring charges of $2.0 million for the nine month period ended September 30, 2016.

Salaries and employee benefits expense, the largest component of operating expense, for the three months ended September 30, 2017 was $45.2 million , an increase of $4.2 million , or 10% , compared to the same period in 2016 . For the nine months ended September 30, 2017 , salaries and employee benefits was $134.5 million , an increase of $10.4 million , or 8% , compared to the same period in 2016 . The increase for the three and nine month periods is primarily due to higher variable and performance based compensation, commissions and sales incentives, and stock compensation. Although the Company incurred

severance expenses in the nine months ended September 30, 2016, the majority of the costs were categorized as restructuring expense, whereas there was severance expense categorized as salaries and employee benefits expense in the nine months ended September 30, 2017.

Occupancy and equipment expense for the three months ended September 30, 2017 was $11.3 million , an increase of $1.8 million , or 19% , compared to the same period in 2016 . For the nine months ended September 30, 2017 , occupancy and equipment expense was $32.7 million , an increase of $3.7 million , or 13% , compared to the same period in 2016 . The increase for the three and nine month periods is primarily due to an increase in telecommunications and technology expense and an increase in rent expense due to new office locations.

Professional services expense for the three months ended September 30, 2017 was $3.3 million , an increase of $1.0 million , or 44% , compared to the same period in 2016 . For the nine months ended September 30, 2017 , professional services expense was $9.7 million , an increase of $0.9 million , or 10% , compared to the same period in 2016 . The increase for the three and nine month periods is primarily due to increases in recruitment and consulting expense, partially offset by decreases in legal expense related to loan workouts.

In 2017, the Bank began working on an initiative to upgrade its information technology. This initiative required the Bank to hire additional employees with expertise in information technology. Recruiters were generally used in the placement of these professionals. The Bank has utilized consultants and temporary employees to assist with the project in addition to the new hires. Generally the expenditures in the preliminary project stage were expensed as incurred. Other expenditures related to the application development stage have been capitalized. The capitalized expenditures will be depreciated over the useful life of the asset when the asset is placed in service. The Bank anticipates that the capitalized assets will be placed in service beginning in late 2017 through early 2019.

Marketing and business development expense for the three months ended September 30, 2017 was $2.2 million , an increase of $0.6 million , or 37% , compared to the same period in 2016 . For the nine months ended September 30, 2017 , marketing and business development expense was $5.8 million , an increase of $0.2 million , or 4% , compared to the same period in 2016 . The three month increase is primarily related to an increase in marketing expense in the Private Banking and Wealth Advisory segments. The nine month increase is primarily related to the timing of marketing programs in the Private Banking segment.

Contract services and data processing expense for the three months ended September 30, 2017 was $1.6 million , a decrease of $0.3 million , or 14% , compared to the same period in 2016 . For the nine months ended September 30, 2017 , contract services and data processing expense was $4.8 million , a decrease of $0.5 million , or 9% , compared to the same period in 2016 . The decreases for the three and nine month periods are primarily due to a decrease in custody and recordkeeping expenses.

Income Tax Expense. Income tax expense for continuing operations for the nine months ended September 30, 2017 was $24.8 million . The effective tax rate for continuing operations for the nine months ended September 30, 2017 was 29.9% , compared to an effective tax rate of 31.0% for the same period in 2016 . See Part I. Item 1. “Notes to Unaudited Consolidated Financial Statements - Note 9: Income Taxes” for further detail.

Financial Condition

Condensed Consolidated Balance Sheets and Discussion



	September 30, 2017		December 31, 2016		Increase/ (decrease)			% Change
	(In thousands)
Assets:
Total cash and investments	$	1,446,071	$	1,507,845	$	(61,774	)	(4	)%
Loans held for sale	1,957		3,464		(1,507		)	(44	)%
Total loans	6,413,201		6,114,354		298,847			5	%
Less: Allowance for loan losses	74,873		78,077		(3,204		)	(4	)%
Net loans	6,338,328		6,036,277		302,051			5	%
Goodwill and intangible assets, net	165,001		169,279		(4,278		)	(3	)%
Total other assets	318,041		253,609		64,432			25	%
Total assets	$	8,269,398	$	7,970,474	$	298,924		4	%
Liabilities and Equity:
Deposits	$	6,262,347	$	6,085,146	$	177,201		3	%
Total borrowings	1,049,039		980,192		68,847			7	%
Total other liabilities	127,069		119,683		7,386			6	%
Total liabilities	7,438,455		7,185,021		253,434			4	%
Redeemable Noncontrolling Interests (“RNCI”)	15,882		16,972		(1,090		)	(6	)%
Total shareholders’ equity	815,061		768,481		46,580			6	%
Total liabilities, RNCI and shareholders’ equity	$	8,269,398	$	7,970,474	$	298,924		4	%

_____________________

nm not meaningful

Total Assets. Total assets increased $0.3 billion to $8.3 billion at September 30, 2017 from $8.0 billion at December 31, 2016 . This increase was primarily due to the increase in loans.

Cash and Investments. Total cash and investments (consisting of cash and cash equivalents, investment securities, and stock in the FHLB and Federal Reserve Bank) decreased $61.8 million , or 4% , to $1.4 billion , or 17% of total assets at September 30, 2017 from $1.5 billion , or 19% of total assets at December 31, 2016 . The decrease was due to the $74.3 million , or 6% , decrease in available-for-sale securities, and the $9.0 million , or 10% decrease in held-to-maturity securities, partially offset by the $17.6 million , or 40% , increase in stock in the FHLB and Federal Reserve Bank and the $3.9 million , or 4% , increase in cash and cash equivalents. The changes in cash and investments were the net result of short-term fluctuations in liquidity due to changes in levels of deposits, borrowings and loans outstanding. Additionally, on July 28, 2017, Boston Private Bank & Trust Company became a member of the Federal Reserve System, which required the purchase of stock in the Federal Reserve Bank of Boston.

The majority of the investments held by the Company are held by the Bank. The Bank’s investment policy requires management to maintain a portfolio of securities which will provide liquidity necessary to facilitate funding of loans, to cover deposit fluctuations, and to mitigate the Bank’s overall balance sheet exposure to interest rate risk, while at the same time earning a satisfactory return on the funds invested. The securities in which the Bank may invest are subject to regulation and are generally limited to securities that are considered “investment grade.”

Investment maturities, calls, principal payments, and sales of securities, net of purchases, provided $242.8 million of cash proceeds during the nine months ended September 30, 2017 . The timing of sales and reinvestments is based on various factors, including management’s evaluation of interest rate trends, the credit risk of municipal securities and the Company’s liquidity. The Company’s available-for-sale investment portfolio carried a total of $6.9 million of unrealized gains and $13.7 million of unrealized losses at September 30, 2017 , compared to $4.6 million of unrealized gains and $23.7 million of unrealized losses at December 31, 2016 .

No impairment losses were recognized through earnings related to investment securities during the nine months ended September 30, 2017 and 2016 . The total amount of unrealized losses was primarily due to changes in interest rates since the securities were purchased.

Additionally, at September 30, 2017 and December 31, 2016 , the Company held $84.1 million and $93.1 million , respectively, of held-to-maturity securities at amortized cost. All of the held-to-maturity securities were mortgage-backed securities guaranteed by U.S. government agencies or government-sponsored entities, or U.S. Treasury securities.

See Part I. Item 1. “Notes to Unaudited Consolidated Financial Statements - Note 4: Investments” for further details of the Company’s investment securities.

Loans held for sale. Loans held for sale decreased $1.5 million , or 44% , to $2.0 million at September 30, 2017 from $3.5 million at December 31, 2016 . The balance of loans held for sale usually relates to the timing and volume of residential loans originated for sale and the ultimate sale transaction which is typically executed within a short time following the loan origination. From time to time, the Company may also sell loans that have been held in the loan portfolio. The sale of such loans may improve the Bank’s liquidity and capital position or may provide the Bank additional flexibility for more profitable and strategic future lending opportunities.

Goodwill and intangible assets, net. Goodwill and intangible assets decreased $4.3 million , or 3% , to $165.0 million at September 30, 2017 from $169.3 million at December 31, 2016 . The decrease was due to amortization of intangible assets.

Goodwill and indefinite-lived intangible assets such as trade names are subject to annual impairment tests, or more frequently, if there is indication of impairment, based on guidance in ASC 350, Intangibles-Goodwill and Other . Long-lived intangible assets such as advisory contracts are tested for recoverability whenever events or changes in circumstances indicate that the carrying amount of the asset or asset group may not be recoverable in accordance with ASC 360, Property, Plant, and Equipment (“ASC 360”).

Management performed its annual goodwill and indefinite-lived intangible asset impairment testing during the fourth quarter of 2016 for applicable reporting units. The 2016 goodwill impairment testing indicated that Boston Private Wealth failed Step 1 and the resulting Step 2 test indicated goodwill impairment of $9.5 million. The estimated fair value for all other applicable reporting units exceeded the carrying value in 2016, and as a result no other impairment was evident. There was no additional testing required for long-lived intangible assets in 2016.

The estimated fair value of Boston Private Wealth as a result of the fourth quarter 2016 impairment testing was $68.0 million as compared to a carrying value of $76.9 million, resulting in a deficit of $8.9 million, or 11.6%. Even though the Company recorded a goodwill impairment charge for Boston Private Wealth in 2016, there could be additional goodwill impairment in the future should Boston Private Wealth’s actual results not meet projections. In addition to financial results, other inputs to the valuation, such as the discount rate and market assumptions, could negatively affect the estimated fair value of Boston Private Wealth in the future. The Company has concluded that no interim goodwill impairment triggering event has occurred and no interim goodwill impairment testing was necessary at September 30, 2017. The Company will again be performing its annual goodwill impairment testing in the fourth quarter.

The estimated fair value of Anchor as a result of the fourth quarter 2016 impairment testing was $87.0 million as compared to a carrying value of $81.6 million, an excess of $5.4 million, or 6.6%. Due to the narrow margin between the fair value and the carrying value of Anchor, Anchor will continue to be at risk for potential goodwill impairment. The Company has concluded that no interim goodwill impairment triggering event occurred and no interim goodwill impairment testing was necessary at September 30, 2017. The Company will again be performing its annual goodwill impairment testing in the fourth quarter.

Total other assets. Total other assets, as presented in the table above, consists of the following line items from the consolidated balance sheet: other real estate owned (“OREO”) (if any), premises and equipment, fees receivable, accrued interest receivable, deferred income taxes, net, and other assets. Total other assets increased $64.4 million , or 25% , to $318.0 million at September 30, 2017 as compared to $253.6 million at December 31, 2016 . The increase was the result of increases in other assets partially offset by a decrease in deferred income taxes, net, OREO, and fees receivable.

OREO decreased $1.7 million to zero at September 30, 2017 from $1.7 million at December 31, 2016 . In 2017, the one property held in OREO at December 31, 2016 was sold for a small loss.

Deferred income taxes, net, decreased $9.4 million , or 17% , to $46.1 million at September 30, 2017 from $55.5 million at December 31, 2016 . The decrease was primarily due to the current year tax effect of other comprehensive income. At September 30, 2017 , no valuation allowance on the net deferred tax asset was required due primarily to the expectation of

future taxable income as well as the availability of current and historical taxable income. Our use of these deferred tax benefits may depend on a number of factors including future changes in laws or regulations relating to tax credits, tax deductions, and net operating losses. A decrease in tax rates would require us to revalue the net deferred tax assets lower with a corresponding income tax expense.

Other assets, which consist primarily of BOLI, prepaid expenses, investment in partnerships, the fair value of interest rate derivatives, and other receivables, increased $70.3 million , or 54% , to $201.0 million at September 30, 2017 from $130.8 million at December 31, 2016 . The increase was primarily due to an additional $50.0 million investment in BOLI policies, an increase in income taxes receivable and the purchase of additional cost method investments.

Deposits. Deposits increased $177.2 million , or 3% , to $6.3 billion , at September 30, 2017 from $6.1 billion at December 31, 2016 . Deposits are the principal source of the Bank’s funds for use in lending, investments, and liquidity. Certificates of deposits represented approximately 11% and 10% of total deposits at September 30, 2017 and December 31, 2016 , respectively. Deposit levels can fluctuate from quarter to quarter as a result of large short-term transactions by commercial clients. Seasonality can also affect the deposit balances.

The following table presents the composition of the Company’s deposits at September 30, 2017 and December 31, 2016 :



	September 30, 2017				December 31, 2016
	Balance		as a % of total		Balance		as a % of total
	(In thousands)
Demand deposits (noninterest-bearing)	$	1,850,833	30	%	$	1,753,648	29	%
NOW (1)	636,013		10	%	578,657		9	%
Savings	74,333		1	%	74,162		1	%
Money market (1)	3,009,779		48	%	3,102,048		51	%
Certificates of deposit under $100,000 (1)	265,402		4	%	236,001		4	%
Certificates of deposit of $100,000 or greater	425,987		7	%	340,630		6	%
Total deposits	$	6,262,347	100	%	$	6,085,146	100	%

_____________________


(1)	Includes brokered deposits of $562.5 million $738.3 million at September 30, 2017 and December 31, 2016 , respectively.

Borrowings. Total borrowings (consisting of securities sold under agreements to repurchase, federal funds purchased (if any), FHLB borrowings, and junior subordinated debentures) increased $68.8 million , or 7% , to $1.0 billion at September 30, 2017 from $1.0 billion at December 31, 2016 .

FHLB borrowings increased $78.6 million , or 11% , to $812.8 million at September 30, 2017 from $734.2 million at December 31, 2016 . The increase was primarily due to loan growth in excess of deposit growth in 2017. FHLB borrowings are generally used to provide additional funding for loan growth when it is in excess of deposit growth and to manage interest rate risk, but can also be used as an additional source of liquidity for the Bank.

From time to time, the Company purchases federal funds from the FHLB and other banking institutions to supplement its liquidity position. At September 30, 2017 , the Company had $70.0 million federal funds purchased outstanding. The Company had $80.0 million in federal funds purchased outstanding at December 31, 2016 .

Repurchase agreements increased $0.3 million to $59.9 million at September 30, 2017 from $59.6 million at December 31, 2016 . Repurchase agreements are generally linked to commercial demand deposit accounts with an overnight sweep feature.

Total other liabilities. Total other liabilities, which consist primarily of accrued interest, accrued bonus, the fair value of interest rate derivatives, and other accrued expenses, increased $7.4 million , or 6% , to $127.1 million at September 30, 2017 from $119.7 million at December 31, 2016 . The increase was primarily due to additional landlord allowances and deferred rent, partially offset by the payment in the first quarter of 2017 of accrued variable compensation, bonuses and employee benefits that had been accrued for at December 31, 2016.

Loan Portfolio and Credit Quality

Loans. Total portfolio loans increased $298.8 million , or 5% , to $6.4 billion , or 78% of total assets, at September 30, 2017 , from $6.1 billion , or 77% of total assets, at December 31, 2016 . Increases were recorded in residential loans of $220.9 million, or 9%; commercial real estate loans of $60.9 million, or 3%; commercial tax exempt loans of $32.7 million, or 8%; construction and land loans of $13.4 million, or 13%; and commercial and industrial loans of $6.9 million, or 1%, partially offset by decreases in consumer and other loans of $24.4 million, or 12%; and home equity loans of $11.6 million, or 10%.

The Bank specializes in lending to individuals, real estate investors, and middle market businesses, including corporations, partnerships, associations and nonprofit organizations. Loans made by the Bank to individuals may include residential mortgage loans and mortgage loans on investment or vacation properties, unsecured and secured personal lines of credit, home equity loans, and overdraft protection. Loans made by the Bank to businesses include commercial and mortgage loans, revolving lines of credit, working capital loans, equipment financing, community lending programs, and construction and land loans. The types and sizes of loans the Bank originates are limited by regulatory requirements.

The Bank’s loans are affected by the economic and real estate markets in which they are located. Generally, commercial real estate, construction, and land loans are affected more than residential loans in an economic downturn.

In August of 2017, parts of Texas experienced widespread damage and flooding from Hurricane Harvey. In September of 2017, parts of Florida and the Caribbean experienced widespread damage and flooding from Hurricane Irma. Additionally, in September and October of 2017, parts of northern California experienced damage resulting from several widespread wildfires. Surveys of the Bank’s borrowers and collateral located within these areas indicated that most customers experienced only minor damage to the Bank’s underlying collateral which, to date, has been covered by property insurance. However, the Bank continues to assess the extent of the damage and the insurance coverage in place. In addition, the ongoing businesses of customers in these impacted areas could be interrupted which could adversely impact their ability to repay their loans. The Bank is continuing to communicate with borrowers in the affected areas and is evaluating any financial impact.

The Bank’s commercial real estate loan portfolio, the largest portfolio segment after residential, includes loans secured by the following types of collateral at September 30, 2017 : $706.4 million secured by multifamily and residential investment property; $618.8 million secured by retail property; $543.1 million secured by office and medical property; $186.4 million secured by manufacturing, industrial, and warehouse property; $145.3 million secured by hospitality property; and $163.2 million secured by other property. The Bank’s commercial real estate loan portfolio as of December 31, 2016 included loans secured by the following types of collateral: $674.2 million secured by multifamily and residential investment property; $660.7 million secured by retail property; $466.8 million secured by office and medical property; $195.9 million secured by manufacturing, industrial, and warehouse property; $116.0 million secured by hospitality property; and $188.6 million secured by other property.

Geographic concentration. The following table presents the Company’s outstanding loan balance concentrations at the dates indicated based on the location of the regional offices to which they are attributed.



	As of September 30, 2017
	New England				San Francisco Bay Area				Southern California				Total
	Amount		Percent		Amount		Percent		Amount		Percent		Amount		Percent
	(In thousands)
Commercial and industrial	$	503,322	8	%	$	50,686	1	%	$	64,248	1	%	$	618,256	9	%
Commercial tax exempt	320,172		5	%	99,540		2	%	11,638		—	%	431,350		7	%
Commercial real estate	988,788		15	%	698,148		11	%	676,223		11	%	2,363,159		37	%
Construction and land	61,635		1	%	20,893		—	%	35,763		1	%	118,291		2	%
Residential	1,558,587		24	%	510,956		8	%	531,245		8	%	2,600,788		40	%
Home equity	72,149		1	%	26,052		1	%	9,026		—	%	107,227		2	%
Consumer and other	150,309		2	%	15,302		—	%	8,519		—	%	174,130		3	%
Total loans (1)	$	3,654,962	56	%	$	1,421,577	23	%	$	1,336,662	21	%	$	6,413,201	100	%



	As of December 31, 2016
	New England				San Francisco Bay Area				Southern California				Total
	Amount		Percent		Amount		Percent		Amount		Percent		Amount		Percent
	(In thousands)
Commercial and industrial	$	493,451	8	%	$	50,578	1	%	$	67,341	1	%	$	611,370	10	%
Commercial tax exempt	317,691		5	%	69,064		1	%	11,849		—	%	398,604		6	%
Commercial real estate	1,012,284		17	%	637,042		10	%	652,918		11	%	2,302,244		38	%
Construction and land	47,434		1	%	29,629		1	%	27,776		—	%	104,839		2	%
Residential	1,456,592		24	%	473,102		8	%	450,167		7	%	2,379,861		39	%
Home equity	87,280		2	%	25,129		—	%	6,408		—	%	118,817		2	%
Consumer and other	186,680		3	%	7,517		—	%	4,422		—	%	198,619		3	%
Total loans (1)	$	3,601,412	59	%	$	1,292,061	21	%	$	1,220,881	20	%	$	6,114,354	100	%

________________________


(1)	Regional percentage totals may not reconcile due to rounding.

Allowance for loan losses . The allowance for loan losses is reported as a reduction of outstanding loan balances and totaled $74.9 million and $78.1 million as of September 30, 2017 and December 31, 2016 , respectively.

The allowance for loan losses as of September 30, 2017 decreased $3.2 million from December 31, 2016 due to a decline in the loss factors, partially offset by the mix in the loan portfolio, change in the volume and type of criticized loans and loan growth in certain portfolio segments. The allowance for loan losses as a percentage of total loans decreased 11 basis points to 1.17% as of September 30, 2017 from 1.28% as of December 31, 2016 . The decrease in the ratio of allowance for loan losses to total loans is due to a decline in the loss factors, a combination of the mix in the loan portfolio, and the change in the volume and type of criticized loans. See Part I. Item 1. “Notes to Unaudited Consolidated Financial Statements - Note 7: Allowance for Loan Losses” for an analysis of the Company’s allowance for loan losses.

An analysis of the risk in the loan portfolio as well as management judgment is used to determine the estimated appropriate amount of the allowance for loan losses. The Company’s allowance for loan losses is comprised of three primary components (general reserves, allocated reserves on non-impaired special mention and substandard loans, and allocated reserves on impaired loans). See Part II. Item 8. “Notes to Unaudited Consolidated Financial Statements - Note 6: Allowance for Loan Losses” and the Company’s Annual Report on Form 10-K for the year ended December 31, 2016 for further information.

The following table presents a summary of loans charged-off, net of recoveries, by geography for the periods indicated. The geography assigned to the data is based on the location of the regional offices to which the loans are attributed.



	Three months ended September 30,				Nine months ended September 30,
	2017		2016		2017			2016
	(In thousands)
Net loans (charged-off)/ recovered:
New England	$	73	$	1,704	$	819		$	834
San Francisco Bay Area	206		318		3,097			4,309
Southern California	17		32		(393		)	(168		)
Total net loans (charged-off)/ recovered	$	296	$	2,054	$	3,523		$	4,975

Net recoveries of $0.3 million were recorded in the third quarter of 2017 , compared to $2.1 million of net recoveries for the same period of 2016 . The $3.5 million in net recoveries recorded in the first nine months of 2017 related primarily to commercial real estate loans.

Despite the current year net recoveries on previously charged-off commercial loans (which include construction and land loans, commercial real estate, and commercial and industrial loans), the Company believes that commercial loans represent the greatest risk of loss due to the size and nature of these loans and the related collateral. Local economic and business conditions in the markets where our offices are located have a significant impact on our commercial loan customers and their ability to service their loans.

Nonperforming assets. The Company’s nonperforming assets include nonaccrual loans and OREO, if any. OREO, if any, consists of real estate acquired through foreclosure proceedings and real estate acquired through acceptance of deeds in lieu of foreclosure. As of September 30, 2017 , nonperforming assets totaled $13.6 million, or 0.16% of total assets, a decrease of $5.4 million, or 28%, compared to $19.0 million , or 0.24% of total assets, as of December 31, 2016 .

The Bank’s policy is to discontinue the accrual of interest on a loan when the collectability of principal or interest in accordance with the contractual terms of the loan agreement is in doubt. Despite a loan having a current payment status, if the Bank has reason to believe it may not collect all principal and interest on the loan in accordance with the related contractual terms, the Bank will generally discontinue the accrual of interest income and will apply any future interest payments received to principal. Of the $13.6 million of loans on nonaccrual status as of September 30, 2017 , $6.3 million, or 46%, had a current payment status, $0.5 million, or 4%, were 30-89 days past due, and $6.8 million, or 50% , were 90 days or more past due. Of the $17.3 million of loans on nonaccrual status as of December 31, 2016, $5.1 million, or 29%, had a current payment status, $2.2 million, or 13%, were 30-89 days past due, and $10.0 million, or 58%, were 90 days or more past due.

The Bank continues to evaluate the underlying collateral of each nonperforming loan and pursue the collection of interest and principal. Where appropriate, the Bank obtains updated appraisals on collateral. Reductions in fair values of the collateral for nonaccrual loans, if they are collateral dependent, could result in additional future provision for loan losses depending on the timing and severity of the decline. See Part I. Item 1. “Financial Statements and Supplementary Data - Note 6: Loans Receivable” for further information on nonperforming loans.

The Bank’s policy for returning a loan to accrual status requires the loan to be brought current and for the client to show a history of making timely payments (generally six consecutive months). For nonaccruing troubled debt restructured loans (“TDRs”), a return to accrual status generally requires timely payments for a period of six months in accordance with restructured terms, along with meeting other criteria.

Delinquencies. The past due status of a loan is determined in accordance with its contractual repayment terms. All loan types are reported past due when one scheduled payment is due and unpaid for 30 days or more. Loans 30-89 days past due decreased $9.8 million, or 65%, to $5.3 million as of September 30, 2017 from $15.1 million as of December 31, 2016 . Loan delinquencies can be attributed to many factors, such as continuing weakness in, or deteriorating, economic conditions in the region the collateral is located, the loss of a tenant or lower lease rates for commercial borrowers, renewal and administrative issues, or the loss of income for consumers and the resulting liquidity impacts on the borrowers. Further deterioration in the credit condition of these delinquent loans could lead to the loans going to nonaccrual status and/or being downgraded. Downgrades would generally result in additional provision for loan losses. Past due loans may be included with accruing substandard loans.

In certain instances, although very infrequently, loans that have become 90 days or more past due may remain on accrual status if the value of the collateral securing the loan is sufficient to cover principal and interest and the loan is in the process of collection. There were no loans 90 days or more past due, but still accruing, respectively, as of September 30, 2017 and December 31, 2016 .

Impaired Loans. When management determines that it is probable that the Bank will not collect all principal and interest on a loan in accordance with the original loan terms, the loan is considered impaired. Certain impaired loans may continue to accrue interest based on factors such as the restructuring terms, if any, the historical payment performance, the value of collateral, and the financial condition of the borrower. Impaired commercial loans and impaired construction loans are typically, in accordance with ASC 310, individually evaluated for impairment. Large groups of smaller-balance homogeneous loans may be collectively evaluated for impairment. Such groups of loans may include, but are not limited to, residential loans, home equity loans, and consumer loans. However, if the terms of any of such loans are modified in a troubled debt restructuring, then such loans would be individually evaluated for impairment in the allowance for loan and lease losses.

Loans that are individually evaluated for impairment require an analysis to determine the amount of impairment, if any. For collateral dependent loans, impairment would be indicated as a result of the carrying value of the loan exceeding the estimated collateral value, less costs to sell, or, for loans not considered to be collateral dependent, the net present value of the projected cash flow, discounted at the loan’s contractual effective interest rate. Generally, when a collateral dependent loan becomes impaired, an updated appraisal of the collateral, if appropriate, is obtained. If the impaired loan has not been upgraded to a performing status within a reasonable amount of time, the Bank will continue to obtain updated appraisals, as deemed necessary, especially during periods of declining property values. Normally, shortfalls in the analysis of collateral dependent loans would result in the impairment amount being charged-off to the allowance for loan losses. Shortfalls on cash flow dependent loans may be carried as specific allocations to the general reserve unless a known loss is determined to have occurred, in which case such known loss is charged-off. Based on the impairment analysis, the provision could be higher or lower than the amount of provision associated with a loan prior to its classification as impaired. See Part II. Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Critical Accounting Policies” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2016 for detail on the Company’s treatment of impaired loans in the allowance for loan losses.

Impaired loans individually evaluated for impairment in the allowance for loan losses totaled $21.6 million as of September 30, 2017 , a decrease of $4.4 million, or 17%, compared to $26.0 million as of December 31, 2016 . As of September 30, 2017 , $8.7 million of the individually evaluated impaired loans had $0.8 million in specific reserve allocations. The remaining $12.9 million of individually evaluated impaired loans did not have specific reserve allocations due to the adequacy of collateral, prior charge-offs taken, interest collected and applied to principal, or a combination of these items. As of December 31, 2016 , $11.4 million of individually evaluated impaired loans had $1.1 million in specific reserve allocations, and the remaining $14.6 million of individually evaluated impaired loans did not have specific reserve allocations.

The Bank may, under certain circumstances, restructure loans as a concession to borrowers who are experiencing financial difficulty. Such loans are classified as TDRs and are included in impaired loans. TDRs typically result from the Bank’s loss mitigation activities which, among other things, could include rate reductions, payment extensions, and/or principal forgiveness. As of September 30, 2017 and December 31, 2016 , TDRs totaled $14.7 million and $18.1 million , respectively. As of September 30, 2017 , $11.5 million of the $14.7 million in TDRs were on accrual status. As of December 31, 2016 , $12.4 million of the $18.1 million in TDRs were on accrual status.

Potential Problem Loans. Loans that evidence weakness or potential weakness related to repayment history, the borrower’s financial condition, or other factors are reviewed by the Bank’s management to determine if the loan should be adversely classified. Delinquent loans may or may not be adversely classified depending upon management’s judgment with respect to each individual loan. The Bank classifies certain loans as “substandard,” “doubtful,” or “loss” based on criteria consistent with guidelines provided by banking regulators. Potential problem loans consist of accruing substandard loans where known information about possible credit problems of the related borrowers causes management to have doubts as to the ability of such borrowers to comply with the present loan repayment terms and which may result in classification of such loans as nonperforming at some time in the future. Management cannot predict the extent to which economic conditions may worsen or other factors which may impact borrowers and the potential problem loans. Triggering events for loan downgrades include updated appraisal information, inability of borrowers to cover debt service payments, loss of tenants or notification by the tenant of non-renewal of lease, inability of borrowers to sell completed construction projects, and the inability of borrowers to sell properties. Accordingly, there can be no assurance that other loans will not become 90 days or more past due, be placed on nonaccrual, be restructured, or require increased allowance coverage and provision for loan losses.

As of September 30, 2017 , the Bank has identified $53.7 million in potential problem loans, a decrease of $10.0 million, or 16%, compared to $63.7 million as of December 31, 2016 . This decrease was primarily due to one CRE loan for $9.2 million which was paid off in April 2017. Numerous factors impact the level of potential problem loans including economic conditions and real estate values. These factors affect the borrower’s liquidity and, in some cases, the borrower’s ability to comply with loan covenants such as debt service coverage. When there is a loss of a major tenant in a commercial real estate building, the appraised value of the building generally declines. Loans may be downgraded when this occurs as a result of the additional risk to the borrower in obtaining a new tenant in a timely manner and negotiating a lease with similar or better terms than the previous tenant. In many cases, these loans are still current and paying as agreed, although future performance may be impacted.

The following table presents a rollforward of nonaccrual loans for the three and nine months ended September 30, 2017 and 2016 :



	As of and for the three months ended September 30,						As of and for the nine months ended September 30,
	2017			2016			2017			2016
	(In thousands)
Nonaccrual loans, beginning of period	$	16,176		$	19,188		$	17,315		$	26,571
Transfers in to nonaccrual status	578			2,430			8,294			7,566
Transfers out to OREO	—			—			—			(1,944		)
Transfers out to accrual status	(1,146		)	(581		)	(2,686		)	(1,855		)
Charge-offs	(38		)	(337		)	(496		)	(3,102		)
Paid off/ paid down	(1,947		)	(4,209		)	(8,804		)	(10,745		)
Nonaccrual loans, end of period	$	13,623		$	16,491		$	13,623		$	16,491

The following table presents a summary of credit quality by geography, based on the location of the regional offices:



	September 30, 2017		December 31, 2016
	(In thousands)
Nonaccrual loans:
New England	$	7,380	$	10,081
San Francisco Bay Area	1,494		2,989
Southern California	4,749		4,245
Total nonaccrual loans	$	13,623	$	17,315
Loans 30-89 days past due and accruing:
New England	$	4,664	$	10,311
San Francisco Bay Area	430		591
Southern California	198		4,235
Total loans 30-89 days past due	$	5,292	$	15,137
Accruing substandard loans:
New England	$	8,196	$	10,972
San Francisco Bay Area	11,622		15,890
Southern California	33,923		36,809
Total accruing substandard loans	$	53,741	$	63,671

The following table presents a summary of credit quality by loan type. The loan type assigned to the credit quality data is based on the purpose of the loan.



	September 30, 2017		December 31, 2016
	(In thousands)
Nonaccrual loans:
Commercial and industrial	$	968	$	572
Commercial real estate	2,601		4,583
Construction and land	206		179
Residential	8,765		10,908
Home equity	1,062		1,072
Consumer and other	21		1
Total nonaccrual loans	$	13,623	$	17,315
Loans 30-89 days past due and accruing:
Commercial and industrial	$	959	$	1,619
Commercial real estate	907		3,096
Construction and land	413		—
Residential	226		4,182
Home equity	2,202		245
Consumer and other	585		5,995
Total loans 30-89 days past due	$	5,292	$	15,137
Accruing substandard loans:
Commercial and industrial	$	8,138	$	9,277
Commercial real estate	37,306		49,696
Construction and land	6,688		3,297
Residential	1,358		1,399
Home equity	—		—
Consumer and other	251		2
Total accruing substandard loans	$	53,741	$	63,671

Liquidity

Liquidity is defined as the Company’s ability to generate adequate cash to meet its needs for day-to-day operations and material long and short-term commitments. Liquidity risk is the risk of potential loss if the Company were unable to meet its funding requirements at a reasonable cost. The Company manages its liquidity based on demand, commitments, specific events and uncertainties to meet current and future financial obligations of a short-term nature. The Company’s objective in managing liquidity is to respond to the needs of depositors and borrowers as well as earnings enhancement opportunities in a changing marketplace.

At September 30, 2017 , the Company’s cash and cash equivalents amounted to $110.4 million . The Holding Company’s cash and cash equivalents amounted to $63.0 million at September 30, 2017 . Management believes that the Holding Company and its affiliates, including the Bank, have adequate liquidity to meet their commitments for the foreseeable future.

Management is responsible for establishing and monitoring liquidity targets as well as strategies to meet these targets. At September 30, 2017 consolidated cash and cash equivalents and available-for-sale securities, less securities pledged against current borrowings and derivatives, amounted to $1.2 billion, or 15% of total assets, compared to $1.3 billion, or 16% of total assets at December 31, 2016 . Future loan growth may depend upon the Company’s ability to continue to grow its core deposit levels. In addition, the Company has access to available borrowings through the FHLB totaling $1.0 billion at September 30, 2017 , compared to $0.9 billion at December 31, 2016 . Combined, this liquidity totals $2.2 billion, or 27% of assets and 36% of total deposits, as of September 30, 2017 , compared to $2.2 billion, or 28% of assets and 37% of total deposits, at December 31, 2016 .

The Bank has various internal policies and guidelines regarding liquidity, both on- and off-balance sheet, loans to assets ratio, and limits on the use of wholesale funds. These policies and/or guidelines require certain minimum or maximum balances or ratios be maintained at all times. In light of the provisions in the Bank’s internal liquidity policies and guidelines, the Bank will carefully manage the amount and timing of future loan growth along with its relevant liquidity policies and balance sheet guidelines.

Holding Company Liquidity. The Company and some of the Company’s majority-owned affiliates hold put and call options that would require the Company to purchase (and the noncontrolling interest owners of the majority-owned affiliates to sell) the remaining noncontrolling interests in these companies at either a contractually predetermined fair value, a multiple of EBITDA, or fair value, as determined by the respective agreements. At September 30, 2017 , the estimated maximum redemption value for these affiliates related to outstanding put options was $15.9 million , all of which could be redeemed within the next 12 months, under certain circumstances, and is classified on the consolidated balance sheets as redeemable noncontrolling interests. These put and call options are discussed in detail in Part II. Item 8. “Financial Statements and Supplementary Data - Note 14: Noncontrolling Interests” of the Company’s Annual Report on Form 10-K for the year ended December 31, 2016 .

The Holding Company’s primary sources of funds are dividends from its affiliates and access to the capital and debt markets. The Holding Company recognized $3.9 million in net income from discontinued operations during the nine months ended September 30, 2017 related to a revenue sharing agreement with Westfield Capital Management Company, LLC (“Westfield”). This revenue sharing agreement is in effect through December 2017, and the terms are discussed in detail in Part II. Item 8. “Financial Statements and Supplementary Data - Note 3: Acquisitions, Asset Sales, and Divestitures” of the Company’s Annual Report on Form 10-K for the year ended December 31, 2016 . Other than the revenue sharing agreement with Westfield, divestitures are not current ongoing sources of funds for the Holding Company. After the December 2017 payment under the revenue sharing agreement is received in 2018, the Company will not receive additional net income from Westfield. Dividends from the Bank are limited by various regulatory requirements relating to capital adequacy and retained earnings. See Part II. Item 5. “Market for Registrant’s Common Equity, Related Stockholders Matters, and Issuers Purchases of Equity Securities” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2016 for further details.

The Bank pays dividends to the Holding Company, subject to the approval of the Bank’s board of directors, depending on its profitability and asset growth. If regulatory agencies were to require banks to increase their capital ratios, or impose other restrictions, it may limit the ability of the Bank to pay dividends to the Holding Company and/or limit the amount that the Bank could grow.

Although the Bank’s capital currently exceeds regulatory requirements for capital, the Holding Company could downstream additional capital to increase the rate that the Bank could grow. Depending upon the amount of capital downstreamed by the Holding Company, the approval of the Holding Company’s board of directors may be required prior to the payment, if any.

The Company is required to pay interest quarterly on its junior subordinated debentures. The estimated cash outlay for the remaining three months of 2017 for the interest payments is approximately $1.6 million based on the debt outstanding at September 30, 2017 and estimated LIBOR.

The Company presently plans to pay cash dividends on its common stock on a quarterly basis dependent upon a number of factors such as profitability, Holding Company liquidity, and the Company’s capital levels. However, the ultimate declaration of dividends by the board of directors of the Company will depend on consideration of, among other things, recent financial trends and internal forecasts, regulatory limitations, alternative uses of capital deployment, general economic conditions, and regulatory changes to capital requirements. Based on the current quarterly dividend rate of $0.11 per share, as announced by the Company on January 18, 2017, and estimated shares outstanding, the Company estimates that the amount to be paid out for dividends to common shareholders in the remaining three months of 2017 will be approximately $9.1 million. The estimated dividend payments in 2017 could increase or decrease if the Company’s board of directors votes to increase or decrease, respectively, the current dividend rate, and/or the number of shares outstanding changes significantly.

Based on the shares of stock outstanding of 6.95% Non-Cumulative Perpetual Preferred Stock, Series D, and the dividend rate, the Company expects to pay $0.9 million in cash dividends on preferred stock for the remaining three months of 2017 . Although the rate of interest is set in the terms of the preferred stock, the quarterly preferred stock dividend payments are subject to approval by the Company’s board of directors.

In the first quarter of 2016, the Company’s board of directors approved, and received regulatory non-objection for, a share repurchase program of up to $20 million of the Company’s outstanding common shares. Under the program, shares may be repurchased from time to time in the open market for a two-year period. As of September 30, 2017 , there remains $10.7 million available to be repurchased. The amount and timing of additional repurchases, if any, will be based on the Company’s continuous evaluation of the program.

Bank Liquidity. The Bank has established various borrowing arrangements to provide additional sources of liquidity and funding. Management believes that the Bank currently has adequate liquidity available to respond to current demands. The Bank is a member of the FHLB of Boston, and as such, has access to short- and long-term borrowings from that institution. The FHLB can change the advance amounts that banks can utilize based on a bank’s current financial condition as obtained from publicly available data such as FDIC Call Reports. Decreases in the amount of FHLB borrowings available to the Bank would lower its liquidity and possibly limit the Bank’s ability to grow in the short-term. Management believes that the Bank has adequate liquidity to meet its commitments for the foreseeable future.

In addition to the above liquidity, the Bank has access to the Federal Reserve discount window facility, which can provide short-term liquidity as “lender of last resort,” brokered deposits, and federal funds lines. The use of non-core funding sources, including brokered deposits and borrowings, by the Bank may be limited by regulatory agencies. Generally, the regulatory agencies prefer that banks rely on core-funding sources for liquidity.

From time to time, the Bank purchases federal funds from the FHLB and other banking institutions to supplement its liquidity position. At September 30, 2017 , the Bank had unused federal fund lines of credit totaling $495.0 million with correspondent institutions to provide it with immediate access to overnight borrowings, compared to $485.0 million at December 31, 2016 . At September 30, 2017 , the Bank had $70.0 million of outstanding borrowings under the federal fund lines with these correspondent institutions and had $80.0 million of outstanding borrowings under the federal fund lines at December 31, 2016 . Certain liquidity sources, such as federal funds lines, may be withdrawn by the correspondent bank at any time especially in the event of financial deterioration of the institution.

The Bank has also negotiated brokered deposit agreements with several institutions that have nationwide distribution capabilities. At September 30, 2017 , the Bank had $562.5 million of brokered deposits outstanding under these agreements, compared to $738.3 million at December 31, 2016 .

If the Bank is no longer able to utilize the FHLB for borrowing, collateral currently used for FHLB borrowings could be transferred to other facilities such as the Federal Reserve’s discount window. In addition, the Bank could increase its usage of brokered deposits. Other borrowing arrangements may have higher rates than the FHLB would typically charge.

Capital Resources

Total shareholders’ equity at September 30, 2017 was $815.1 million , compared to $768.5 million at December 31, 2016 , an increase of $46.6 million , or 6% . The increase in shareholders’ equity was primarily the result of net income, the change in other comprehensive income/(loss), amortization of stock compensation, and the conversion of stock warrants, partially offset by dividends paid.

The Company currently has one class of warrants to purchase common stock outstanding. These warrants were initially issued to the U.S. Department of the Treasury (the “TARP warrants”). As of September 30, 2017, 1,832,755 warrants were outstanding, before adjusting for dividends paid on the Company’s common stock in excess of $0.01 per share. The TARP warrants expire in November 2018.

As a bank holding company, the Company is subject to various regulatory capital requirements administered by federal agencies. Failure to meet minimum capital requirements can result in certain mandatory, and possibly additional discretionary, actions by regulators that, if undertaken, could have a material effect on the Company’s financial statements. For example, under capital adequacy guidelines and the regulatory framework for prompt corrective action, the Bank, which is a wholly-owned subsidiary of the Company, must meet specific capital guidelines that involve quantitative measures of the Bank’s assets and certain off-balance sheet items as calculated under regulatory guidelines. The Bank’s capital and classifications are also subject to qualitative judgments by the regulators about components, risk weightings, and other factors.

Similarly, the Company is also subject to capital requirements administered by the Federal Reserve with respect to certain non-banking activities, including adjustments in connection with off-balance sheet items.

Effective January 1, 2015, the Company and the Bank adopted the BASEL III regulatory capital framework. Under BASEL III, the Company and the Bank were required to implement a new risk-weighted capital measure, common equity tier 1 (“CETI”), as well as a phased in capital conservation buffer. In addition, capital requirements for all banking organizations were increased. In order to avoid limitations on distributions, including dividend payments and certain discretionary bonus payments to executive officers, a capital conservation buffer must be held above the minimum risk-based capital requirements. The new rules are phased-in through 2019. The Bank and Company were in compliance with all of the requirements of the capital conservation buffer as of September 30, 2017.

To be categorized as “well capitalized,” the Company and the Bank must maintain specified minimum capital ratios. In addition, the Company and the Bank cannot be subject to any written agreement, order or capital directive or prompt corrective action to be considered “well capitalized.” Both the Company and the Bank maintained capital at levels that would be considered “well capitalized” as of September 30, 2017 under the applicable regulations.

As of September 30, 2017 , quantitative measures established by regulation to ensure capital adequacy required us to maintain minimum ratios of CETI, Tier 1, and total capital (as defined in the regulations) to risk-weighted assets (as defined in the regulations) and of Tier 1 capital (as defined in the regulations) to average assets (as defined in the regulations).

The following tables present the Company’s and the Bank’s amounts of regulatory capital and related ratios as of September 30, 2017 and December 31, 2016. Also presented are the minimum requirements established by the Federal Reserve and the FDIC as of those dates for the Company and the Bank, respectively, to meet applicable capital requirements and the requirements of the FDIC as of those dates for the Bank to be considered “well capitalized” under the FDIC’s prompt corrective action provisions. On July 28, 2017, Boston Private Bank became a member of the Federal Reserve System. The Federal Reserve and the Massachusetts Division of Banks may impose higher capital ratios than those listed below based upon the results of regulatory exams. The Bank was categorized as “well capitalized” under the FDIC’s prompt corrective action provisions as of September 30, 2017 and December 31, 2016.



	Actual				For capital adequacy purposes (at least)				To be well capitalized under prompt corrective action provisions (at least)				Basel III minimum capital ratio with capital conservation buffer (1)
	Amount		Ratio		Amount		Ratio		Amount		Ratio		Ratio
	(In thousands)
As of September 30, 2017
Common equity tier 1 risk-based capital
Company	$	607,822	10.42	%	$	262,420	4.5	%	n/a		n/a		7.0	%
Boston Private Bank	695,945		11.98		261,314		4.5		$	377,453	6.5	%	7.0
Tier 1 risk-based capital
Company	757,505		12.99		349,893		6.0		n/a		n/a		8.5
Boston Private Bank	695,945		11.98		348,418		6.0		464,558		8.0		8.5
Total risk-based capital
Company	830,719		14.25		466,525		8.0		n/a		n/a		10.5
Boston Private Bank	768,577		13.24		464,558		8.0		580,697		10.0		10.5
Tier 1 leverage capital
Company	757,505		9.42		321,760		4.0		n/a		n/a		4.0
Boston Private Bank	695,945		8.71		319,778		4.0		399,722		5.0		4.0



	Actual				For capital adequacy purposes (at least)				To be well capitalized under prompt corrective action provisions (at least)				Basel III minimum capital ratio with capital conservation buffer (1)
	Amount		Ratio		Amount		Ratio		Amount		Ratio		Ratio
	(In thousands)
As of December 31, 2016
Common equity tier 1 risk-based capital
Company	$	571,663	10.00	%	$	257,222	4.5	%	n/a		n/a		7.0%
Boston Private Bank	661,991		11.64		256,030		4.5		$	369,822	6.5	%	7.0
Tier 1 risk-based capital
Company	722,674		12.64		342,962		6.0		n/a		n/a		8.5
Boston Private Bank	661,991		11.64		341,374		6.0		455,165		8.0		8.5
Total risk-based capital
Company	794,584		13.90		457,283		8.0		n/a		n/a		10.5
Boston Private Bank	733,214		12.89		455,165		8.0		568,956		10.0		10.5
Tier 1 leverage capital
Company	722,674		9.42		306,848		4.0		n/a		n/a		4.0
Boston Private Bank	661,991		8.70		304,510		4.0		380,637		5.0		4.0

_____________________

n/a not applicable


(1)	Required capital ratios under the Basel III capital rules with the fully phased-in capital conservation buffer added to the minimum risk-based capital ratios. The fully phased-in ratios are effective for 2019, with lower requirements during the transition years 2016 through 2018.

Bank regulatory authorities restrict the Bank from lending or advancing funds to, or investing in the securities of, the Company. Further, these authorities restrict the amounts available for the payment of dividends by the Bank to the Company.

The Company has sponsored the creation of two statutory trusts for the sole purpose of issuing trust preferred securities and investing the proceeds in junior subordinated debentures of the Company. In accordance with ASC 810-10-55, Consolidation - Overall - Implementation Guidance and Illustrations - Variable Interest Entities , these statutory trusts created by the Company are not consolidated into the Company’s financial statements; however, the Company reflects the amounts of junior subordinated debentures payable to the preferred stockholders of statutory trusts as debt in its financial statements. As of both September 30, 2017 and December 31, 2016 , all $100.0 million of the net balance of these trust preferred securities qualified as Tier 1 capital.

Recent Accounting Pronouncements

See Part I. Item 1. “Notes to Unaudited Consolidated Financial Statements - Note 13: Recent Accounting Pronouncements” for a description of upcoming changes to accounting principles generally accepted in the United States that may impact the Company.

Item 3. Quantitative and Qualitative Disclosures about Market Risk

There have been no material changes in the Interest Rate Sensitivity and Market Risk as described in Part II. Item 7A. “Quantitative and Qualitative Disclosures About Market Risk – Interest Rate Sensitivity and Market Risk” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2016.

Item 4. Controls and Procedures

(a) Evaluation of disclosure controls and procedures.

As required by Rule 13a-15 under the Exchange Act, the Company has evaluated, with the participation of management, including the Chief Executive Officer and Chief Financial Officer, as of the end of the period covered by this

report, the effectiveness of the design and operation of its disclosure controls and procedures. In designing and evaluating the Company’s disclosure controls and procedures, the Company and its management recognize that any controls and procedures, no matter how well designed and operated, can provide only a reasonable assurance of achieving the desired control objectives, and management necessarily was required to apply its judgment in evaluating and implementing possible controls and procedures.

Based on such evaluation, except for the exclusion noted in the preceding paragraph, the Chief Executive Officer and Chief Financial Officer have concluded that such disclosure controls and procedures were effective as of September 30, 2017 in ensuring that material information required to be disclosed by the Company, including its consolidated subsidiaries, was made known to the certifying officers by others within the Company and its consolidated subsidiaries in the reports that it files or submits under the Exchange Act and is recorded, processed, summarized and reported within the time periods specified in the SEC rules and forms. On a quarterly basis, the Company evaluates the disclosure controls and procedures, and may from time to time make changes aimed at enhancing their effectiveness and to ensure that the Company’s systems evolve with its business.

(b) Change in internal controls over financial reporting.

There have been no changes in the Company’s internal controls over financial reporting that occurred during the quarter ended September 30, 2017 , 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 involved in various legal proceedings. In the opinion of management, final disposition of these proceedings will not have a material adverse effect on the financial condition or results of operations of the Company.

Item 1A. Risk Factors

Before deciding to invest in us or deciding to maintain or increase your investment, you should carefully consider the risks described in Part I. Item 1A. “Risk Factors” of our Annual Report on Form 10-K for the year ended December 31, 2016 as filed with the SEC. There have been no material changes to these risk factors since the filing of that report, except as discussed in the following paragraphs.

The Company is amending one of the risk factors in its Annual Report on Form 10-K to reflect the fact that, on July 28, 2017, the Bank became a member of the Federal Reserve Bank of Boston.

Our banking business is highly regulated, which could limit or restrict our activities, and changes in banking laws and regulations could have a material adverse effect on our business.

We are subject to regulation and supervision by the Federal Reserve, and the Bank is subject to regulation and supervision by the Commissioner and the Federal Reserve. Federal and state laws and regulations govern numerous matters affecting us, including changes in the ownership or control of banks and bank holding companies; maintenance of adequate capital and the financial condition of a financial institution; permissible types, amounts and terms of extensions of credit and investments; permissible non-banking activities; the level of reserves against deposits and restrictions on dividend payments. The Federal Reserve and the Commissioner have the power to issue cease and desist orders to prevent or remedy unsafe or unsound practices or violations of law by banks subject to their regulation, and the Federal Reserve possesses similar powers with respect to bank holding companies. These and other restrictions limit the manner in which we and the Bank may conduct business and obtain financing.

The laws, rules, regulations and supervisory guidance and policies applicable to us are subject to regular modification and change. These changes could adversely and materially impact us. Such changes could subject us to additional costs, including costs of compliance, limit the types of financial services and products we may offer, and/or increase the ability of non-banks to offer competing financial services and products, among other things. Failure to comply with laws, regulations, policies, or supervisory guidance could result in enforcement and other legal actions by federal or state authorities, including criminal and civil penalties, the loss of FDIC insurance, revocation of a banking charter, other sanctions by regulatory agencies, civil money penalties, and/or reputational damage, which could have a material adverse effect on our business, financial condition, and results of operations.

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

There were no unregistered sales of equity securities of the Company in the third quarter of 2017 .

The Company received a notice of non-objection from the Federal Reserve for a share repurchase program of up to $20 million of the Company’s outstanding common shares. Under the program, shares may be repurchased from time to time in the open market for a two-year period. The Company’s board of directors approved the program on January 27, 2016. There were no repurchases of equity securities of the Company in the third quarter of 2017 . The Company has authorization to repurchase $10,661,737 of shares based on the remaining amount in the current repurchase program.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

None.

Item 6. Exhibits

(a) Exhibits



Exhibit No.	Description	Incorporated by Reference			Filed or Furnished with this 10-Q
Exhibit No.	Description	Form	SEC Filing Date	Exhibit Number	Filed or Furnished with this 10-Q
10.1	Form of Performance Restricted Stock Unit Award Agreement for the Chief Executive Officer under the Boston Private Financial Holdings, Inc. Amended and Restated 2009 Stock Option and Incentive Plan				Filed
10.2	Form of Restricted Stock Unit Award Agreement for the Chief Executive Officer under the Boston Private Financial Holdings, Inc. Amended and Restated 2009 Stock Option and Incentive Plan				Filed
10.3	Form of Performance Restricted Stock Unit Award Agreement for Employees under the Boston Private Financial Holdings, Inc. Amended and Restated 2009 Stock Option and Incentive Plan				Filed
10.4	Form of Restricted Stock Unit Award Agreement for Employees under the Boston Private Financial Holdings, Inc. Amended and Restated 2009 Stock Option and Incentive Plan				Filed
10.5	Form of Restricted Stock Unit Award Agreement for Employees under the Boston Private Financial Holdings, Inc. 2010 Inducement Stock Plan, as Amended				Filed
31.1	Certification of Chief Executive Officer pursuant to Rule 13a - 14(a)/15d - 14(a) under the Securities Exchange Act of 1934				Filed
31.2	Certification of Chief Financial Officer pursuant to Rule 13a - 14(a)/15d - 14(a) under the Securities Exchange Act of 1934				Filed
32.1	Certification of the Chief Executive Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002				Furnished
32.2	Certification of the Chief Financial Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002				Furnished
101.INS	XBRL Instance Document				Filed
101.SCH	XBRL Taxonomy Extension Schema Document				Filed
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document				Filed
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document				Filed
101.LAB	XBRL Taxonomy Extension Label Linkbase Document				Filed
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document				Filed

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.




	B OSTON P RIVATE F INANCIAL H OLDINGS , I NC .

	/s/ C LAYTON G. D EUTSCH
November 7, 2017	Clayton G. Deutsch
	Chief Executive Officer

	/s/ D AVID J. K AYE
November 7, 2017	David J. Kaye
	Executive Vice President, Chief Financial and Administrative Officer

Exhibit 10.1

FORM OF

PERFORMANCE

RESTRICTED STOCK UNIT AWARD AGREEMENT

UNDER THE BOSTON PRIVATE FINANCIAL HOLDINGS, INC.

AMENDED AND RESTATED

2009 STOCK OPTION AND INCENTIVE PLAN



Name of Grantee:	Clayton G. Deutsch

No. of Restricted Stock Units:

Grant Date:

Pursuant to the Boston Private Financial Holdings, Inc. Amended and Restated 2009 Stock Option and Incentive Plan as amended through the date hereof (the “Plan”), Boston Private Financial Holdings, Inc. (the “Company”) hereby grants an award of the number of Restricted Stock Units listed above (an “Award”) to the Grantee named above. Each Restricted Stock Unit shall relate to one share of Common Stock, par value $1.00 per share (the “Stock”) of the Company

By accepting this Award, the Grantee hereby affirms his agreement to the terms and conditions of his Employment Agreement with the Company that addresses confidentiality of Company information and post-employment restrictions on competition and solicitation of employees and customers or clients and should be reviewed carefully by the Grantee. If this Award is not so accepted within 60 days of the Grant Date, the Grantee shall forfeit the Award in its entirety (regardless of whether vested or unvested).

1. Restrictions on Transfer of Award . This Award may not be sold, transferred, pledged, assigned or otherwise encumbered or disposed of by the Grantee and any shares of Stock issuable with respect to the Award may not be sold, transferred, pledged, assigned or otherwise encumbered or disposed of until (i) the Restricted Stock Units have vested as provided in Paragraph 2 of this Agreement and (ii) shares of Stock have been issued to the Grantee in accordance with the terms of the Plan and this Agreement.

2. Vesting of Restricted Stock Units . The Grantee shall have no rights to this Award unless he or she shall have accepted the Award electronically through the Company’s Stock Plan Administration System. The restrictions and conditions in this Agreement shall lapse and the Restricted Stock Units shall vest on _________ (the “Vesting Date”) based on the Company’s performance during the period beginning on ___________ and ending on _____________ (the “Measurement Period”). The Restricted Stock Units shall vest if, and only to the extent that, the Company achieves the performance targets described on Schedule A , hereto. The number of shares of Restricted Stock Units set forth above (the “Target Award”) represents the number of shares of Restricted Stock Units that will vest if the Company achieves target levels of performance, and the actual number of shares of Restricted Stock Units that may vest could be lower than the Target Award and could be zero. To the extent that the Company’s performance during the Measurement Period exceeds the target performance metrics described on Schedule A , the Grantee may be eligible to receive an award of a number of shares of Restricted Stock Units in addition to the Target Award, calculated pursuant to such schedule. The Grantee shall forfeit any portion of the Target Award that does not vest on the Vesting Date.

3. Termination of Employment . Except as otherwise provided in this Paragraph 3, if the Grantee’s employment with the Company and its subsidiaries is voluntarily or involuntarily terminated for any reason prior to the Vesting Date, all Restricted Stock Units shall immediately and automatically be forfeited. Notwithstanding the foregoing, if the Grantee’s employment with the Company and its subsidiaries is terminated (a) (i) due to Grantee’s disability (as determined in accordance with Section 3(b) of that certain Employment Agreement, dated June 7, 2010, by and between the Company and Grantee (the “Employment Agreement”)), (ii) due to Grantee’s Retirement, or (iii) by the Company without Cause (as defined below), the Grantee shall be eligible to vest, on the Vesting Date, with respect to a pro-rated portion of the Final Award that the Grantee would have received had the Grantee’s employment not terminated prior to the Vesting Date, calculated based on (A) the number of days from the Grant Date through the date the Grantee’s termination of employment divided by (B) the number of days from the Grant Date through the Vesting Date, if, and only to the extent that, the Company achieves the performance targets described on Schedule A , or (b) due to Grantee’s death, the Restricted Stock Units shall vest with respect to a pro-rated portion of the Target Award, calculated based on (A) the number of days from the Grant Date through the date the Grantee’s termination of employment divided by (B) the number of days from the Grant Date through the Vesting Date. The Administrator’s determination of the reason for termination of the Grantee’s employment shall be conclusive and binding on the Grantee and his or her representatives or legatees.

“Cause” shall mean: (i) conduct by Grantee constituting a material act of misconduct in connection with the performance of his duties, including, without limitation, misappropriation of funds or property of the Company or any of its subsidiaries or affiliates other than the occasional, customary and de minimis use of Company property for personal purposes; (ii) the commission by Grantee of any felony or a misdemeanor involving moral turpitude, deceit, dishonesty or fraud, or any conduct by Grantee that would reasonably be expected to result in material injury or reputational harm to the Company or any of its subsidiaries and affiliates if he were retained in his position; (iii) continued neglect of his duties hereunder by Grantee (other than by reason of Grantee’s disability, as determined in accordance with Section 3(b) of the Employment Agreement) which has continued for more than 30 days following written notice of such neglect from the Board of Directors of the Company; (iv) a breach by Grantee of any of the provisions contained in Section 7 of the Employment Agreement which, to the extent curable, has not been cured within 30 days following written notice of such violation or breach; (v) a material violation by Grantee of the Company’s written employment policies or material breach of the Employment Agreement which, to the extent curable, has not been cured within 30 days following written notice of such violation or breach, or (vi) failure to cooperate with a bona fide internal investigation or an investigation by regulatory or law enforcement authorities, after being instructed by the Company to cooperate, or the willful destruction or failure to preserve documents or other materials known to be relevant to such investigation or the inducement of others to fail to cooperate or to produce documents or other materials in connection with such investigation.

4. Change of Control . Notwithstanding the provisions of Paragraph 3 above, or the provisions of any agreement between the Grantee and Company or any subsidiary that is in effect as of the date hereof, in the event of a Change of Control or Sale Event prior to the end of the Measurement Period, (i) if, in connection with such Change of Control or Sale Event, this Award is not assumed or continued by the successor entity in such Change of Control or Sale Event or substituted with a new award of such successor (in accordance with Section 3(c) of the Plan), the Restricted Stock Units shall automatically become vested with respect to a pro-rated portion of the Target Award calculated based on (a) the number of days from the Grant Date through the effective date of such Change of Control or Sale Event divided by (b) the number of days from the Grant Date through the Vesting Date, and (ii) if this Award is assumed or continued by the successor entity in such Change of Control or Sale Event or substituted with a new award of such successor subject to the provisions of the Plan, the Restricted Stock Units shall vest in accordance with Paragraphs 2 and 3 and Schedule A of this Agreement (as applicable), subject, in each case, to the terms of the Plan and to any applicable adjustments to the performance metrics set forth on

Schedule A in connection with such Change of Control or Sale Event that may be made in the sole discretion of the Administrator and the parties to such Change of Control or Sale Event.

5. Issuance of Shares of Stock . As soon as practicable following each Vesting Date (but in no event later than thirty days after the Vesting Date occurs), the Company shall (i) issue to the Grantee the number of shares of Stock equal to the aggregate number of Restricted Stock Units that have vested pursuant to Paragraphs 2 or 3 of this Agreement on such date and the Grantee shall thereafter have all the rights of a stockholder of the Company with respect to such shares, and (ii) pay in cash to the Grantee an amount equal to the product of (x) the amount of dividends payable per share of Stock since the Grant Date and (y) the number of Restricted Stock Units that have vested pursuant to Paragraph 2 of this Agreement on such date.

6. Incorporation of Plan . Notwithstanding anything herein to the contrary, this Agreement shall be subject to and governed by all the terms and conditions of the Plan, including the powers of the Administrator set forth in Section 2(b) of the Plan. Capitalized terms in this Agreement shall have the meaning specified in the Plan, unless a different meaning is specified herein.

7. Tax Withholding . The Grantee shall, not later than the date as of which the receipt of this Award becomes a taxable event for Federal income tax purposes, pay to the Company or make arrangements satisfactory to the Administrator for payment of any Federal, state, and local taxes required by law to be withheld on account of such taxable event. The Grantee may elect to have, and the Company shall have the authority to cause, the required minimum tax withholding obligation satisfied, in whole or in part, by authorizing the Company to withhold from shares of Stock to be issued or released by the transfer agent a number of shares of Stock with an aggregate Fair Market Value that would satisfy the withholding amount due.

8. Section 409A of the Code . This Agreement shall be interpreted in such a manner that all provisions relating to the settlement of the Award are exempt from the requirements of Section 409A of the Code as “short-term deferrals” as described in Section 409A of the Code.

9. No Obligation to Continue Employment . Neither the Company nor any subsidiary is obligated by or as a result of the Plan or this Agreement to continue the Grantee in employment and neither the Plan nor this Agreement shall interfere in any way with the right of the Company or any subsidiary to terminate the employment of the Grantee at any time.

10. Clawback . This Award and any Restricted Stock Units granted hereunder (and any gains thereon) shall be subject to recovery or “clawback” by the Company if and to the extent that the vesting of such Restricted Stock Units was determined or calculated based on materially inaccurate financial statements or any other material inaccurate performance metric criteria. If the Company or its subsidiaries terminate the Grantee’s service relationship due to the Grantee’s gross negligence or willful misconduct (whether or not such actions also constitute Cause hereunder) which conduct, directly or indirectly results in the Company preparing an accounting restatement, and/or, if the Grantee breaches any provision of the Employment Agreement any Restricted Stock Units granted hereunder, whether or not vested, (and any gains thereon) shall be subject to forfeiture, recovery and “clawback.”

11. Data Privacy Consent . In order to administer the Plan and this Agreement and to implement or structure future equity grants, the Company, its subsidiaries and affiliates and certain agents thereof (together, the “Relevant Companies”) may process any and all personal or professional data, including but not limited to Social Security or other identification number, home address and telephone number, date of birth and other information that is necessary or desirable for the administration of the Plan and/or this Agreement (the “Relevant Information”). By entering into this Agreement, the Grantee (i) authorizes the Company to collect, process, register and transfer to the Relevant Companies all Relevant Information; (ii) waives any privacy rights the Grantee may have with respect to the Relevant Information; (iii) authorizes the Relevant Companies to store and transmit such information in electronic form; and (iv) authorizes the transfer of the Relevant Information to any jurisdiction in which the Relevant Companies consider appropriate. The Grantee shall have access to, and the right to change, the Relevant Information. Relevant Information will only be used in accordance with applicable law.

12. Notices . Notices hereunder shall be mailed or delivered to the Company at its principal place of business and shall be mailed or delivered to the Grantee at the address on file with the Company or, in either case, at such other address as one party may subsequently furnish to the other party in writing.





BOSTON PRIVATE FINANCIAL HOLDINGS, INC.

By:
	Title:

The foregoing Agreement is hereby accepted and the terms and conditions thereof hereby agreed to by the undersigned. Electronic acceptance of this Agreement pursuant to the Company’s instructions to the Grantee (including through an online acceptance process) is acceptable.





Dated:
			Grantee’s Signature

			Grantee’s name:

SCHEDULE A

PERFORMANCE TARGETS

Exhibit 10.2

FORM OF

RESTRICTED STOCK UNIT AWARD AGREEMENT

UNDER THE BOSTON PRIVATE FINANCIAL HOLDINGS, INC.

AMENDED AND RESTATED

2009 STOCK OPTION AND INCENTIVE PLAN



Name of Grantee:	Clayton G. Deutsch

No. of Restricted Stock Units:

Grant Date:

1. Restrictions on Transfer of Award . This Award may not be sold, transferred, pledged, assigned or otherwise encumbered or disposed of by the Grantee, and any shares of Stock issuable with respect to the Award may not be sold, transferred, pledged, assigned or otherwise encumbered or disposed of until (i) the Restricted Stock Units have vested as provided in Paragraph 2 of this Agreement and (ii) shares of Stock have been issued to the Grantee in accordance with the terms of the Plan and this Agreement.



Number of Restricted Stock Units Vested	Vesting Date
_____________ (100%)	_____________, 20__

3. Termination of Employment . Except as otherwise provided in this Paragraph 3, if the Grantee’s employment with the Company and its subsidiaries is voluntarily or involuntarily terminated for any reason prior to the Vesting Date, all Restricted Stock Units shall immediately and automatically be forfeited. Notwithstanding the foregoing, if the Grantee’s employment with the Company and its subsidiaries is terminated (a) due to the Grantee’s disability (as determined in accordance with Section 3(b) of that certain Employment Agreement, dated June 7, 2010, by and between the Company and Grantee (the “Employment Agreement”)) or death, all Restricted Stock Units shall automatically become fully vested, subject to the provisions of the Plan, as of the date of the Grantee’s termination of employment, or (b) (i) due to Grantee’s Retirement or (ii) by the Company without Cause (as defined below), the Grantee shall be eligible to vest, with respect to a pro-rated portion of this Award, calculated based on (A) the number of days from the Grant Date through the date of the Grantee’s termination of employment, divided by (B) the number of days from the Grant Date through the Vesting Date; provided, however, that if the Grantee is terminated by the Company without Cause within the 24-month period following a Change of Control or Sale Event, all Restricted Stock Units shall automatically become fully vested, subject to the provisions of the Plan, as of the date of the Grantee’s termination of employment. The Administrator’s determination of the reason for termination of the Grantee’s employment shall be conclusive and binding on the Grantee and his or her representatives or legatees.

Award is assumed or continued by the successor entity in such Change of Control or Sale Event or substituted with a new award of such successor subject to the provisions of the Plan, the Restricted Stock Units shall vest in accordance with Paragraphs 2 and 3 of this Agreement (as applicable), subject, in each case, to the terms of the Plan.

5. Issuance of Shares of Stock . As soon as practicable following each Vesting Date (but in no event later than thirty days after the Vesting Date), the Company shall (i) issue to the Grantee the number of shares of Stock equal to the aggregate number of Restricted Stock Units that have vested pursuant to Paragraphs 2 or 3 of this Agreement on such date and the Grantee shall thereafter have all the rights of a stockholder of the Company with respect to such shares, and (ii) pay in cash to the Grantee an amount equal to the product of (x) the amount of dividends payable per share of Stock since the Grant Date and (y) the number of Restricted Stock Units that have vested pursuant to Paragraph 2 of this Agreement on such date.

8. Section 409A of the Code. This Agreement shall be interpreted in such a manner that all provisions relating to the settlement of the Award are exempt from the requirements of Section 409A of the Code as “short-term deferrals” as described in Section 409A of the Code.

10. Clawback . This Award and any Restricted Stock Units granted hereunder (and any gains thereon) shall be subject to recovery or “clawback” by the Company if and to the extent that the vesting of such Restricted Stock Units was determined or calculated based on materially inaccurate financial statements or any other material inaccurate performance metric criteria. If the Company or its subsidiaries terminate the Grantee’s service relationship due to the Grantee’s gross negligence or willful misconduct (whether or not such actions also constitute Cause hereunder), which conduct, directly or indirectly results in the Company preparing an accounting restatement, and/or if the Grantee breaches any provision of the Employment Agreement, any Restricted Stock Units granted hereunder, whether or not vested, (and any gains thereon) shall be subject to forfeiture, recovery and “clawback.”

11. Data Privacy Consent . In order to administer the Plan and this Agreement and to implement or structure future equity grants, the Company, its subsidiaries and affiliates and certain agents

thereof (together, the “Relevant Companies”) may process any and all personal or professional data, including but not limited to Social Security or other identification number, home address and telephone number, date of birth and other information that is necessary or desirable for the administration of the Plan and/or this Agreement (the “Relevant Information”). By entering into this Agreement, the Grantee (i) authorizes the Company to collect, process, register and transfer to the Relevant Companies all Relevant Information; (ii) waives any privacy rights the Grantee may have with respect to the Relevant Information; (iii) authorizes the Relevant Companies to store and transmit such information in electronic form; and (iv) authorizes the transfer of the Relevant Information to any jurisdiction in which the Relevant Companies consider appropriate. The Grantee shall have access to, and the right to change, the Relevant Information. Relevant Information will only be used in accordance with applicable law.

BOSTON PRIVATE FINANCIAL

HOLDINGS, INC.

By: _________________________________________

Title:

Dated: _______________________________ _________________________________________________

Grantee’s Signature

Grantee’s name and address:

_________________________________________

Exhibit 10.3

FORM OF

PERFORMANCE

RESTRICTED STOCK UNIT AWARD AGREEMENT

UNDER THE BOSTON PRIVATE FINANCIAL HOLDINGS, INC.

AMENDED AND RESTATED

2009 STOCK OPTION AND INCENTIVE PLAN



Name of Grantee:

No. of Restricted Stock Units:

Grant Date:

By accepting this Award, the Grantee confirms the Grantee’s agreement to all of the terms and conditions of any agreement between the Grantee and the Company or any of its subsidiaries that addresses confidentiality obligations and/or post-employment restrictions on solicitation of employees and customers or clients. If the Grantee is not a party to any such agreement, by accepting this Award, the Grantee agrees to the terms and conditions of the Non-Solicitation and Confidentiality Agreement attached as Exhibit I , hereto (the “Non-Solicitation Agreement”). The Non-Solicitation Agreement addresses confidentiality of Company information, post-employment restrictions on solicitation of employees and customers or clients and other similar matters and should be reviewed carefully by the Grantee. If this Award is not so accepted within 60 days of the Grant Date, the Grantee shall forfeit the Award in its entirety (regardless of whether vested or unvested).

Schedule A , hereto. The number of shares of Restricted Stock Units set forth above (the “Target Award”) represents the number of shares of Restricted Stock Units that will vest if the Company achieves target levels of performance, and the actual number of shares of Restricted Stock Units that may vest could be lower than the Target Award and could be zero. To the extent that the Company’s performance during the Measurement Period exceeds the target performance metrics described on Schedule A , the Grantee may be eligible to receive an award of a number of shares of Restricted Stock Units in addition to the Target Award, calculated pursuant to such schedule. The Grantee shall forfeit any portion of the Target Award that does not vest on the Vesting Date.

3. Termination of Employment . Except as otherwise provided in this Paragraph 3, if the Grantee’s employment with the Company and its subsidiaries is voluntarily or involuntarily terminated for any reason prior to the Vesting Date, all Restricted Stock Units shall immediately and automatically be forfeited. Notwithstanding the foregoing, if the Grantee’s employment with the Company and its subsidiaries is terminated (a) (i) due to Grantee’s disability (as determined by the Administrator), (ii) due to Grantee’s Retirement, or (iii) by the Company without Cause (as defined below), the Grantee shall be eligible to vest, on the Vesting Date, with respect to a pro-rated portion of the Final Award that the Grantee would have received had the Grantee’s employment not terminated prior to the Vesting Date, calculated based on (A) the number of days from the Grant Date through the date the Grantee’s termination of employment divided by (B) the number of days from the Grant Date through the Vesting Date, if, and only to the extent that, the Company achieves the performance targets described on Schedule A , or (b) due to Grantee’s death, the Restricted Stock Units shall vest with respect to a pro-rated portion of the Target Award, calculated based on (A) the number of days from the Grant Date through the date the Grantee’s termination of employment divided by (B) the number of days from the Grant Date through the Vesting Date. The Administrator’s determination of the reason for termination of the Grantee’s employment shall be conclusive and binding on the Grantee and his or her representatives or legatees.

“Cause” means a termination of the Grantee’s employment as a result of (i) conviction of the Grantee of, or plea of guilty or nolo contendere by the Grantee to, a felony, or (ii) dishonest acts against the Company or any of its subsidiaries, or (iii) misconduct which is likely to cause financial loss to the Company or any of its subsidiaries or to cause damage to the business reputation of the Company or any of its subsidiaries, or (iv) willful or repeated misconduct or gross neglect constituting bad faith in performing the Grantee’s duties with the Company, or (v) breach of fiduciary duty involving personal profit to the Grantee. For purposes of clause (iv), no act, or failure to act, on the Grantee’s part shall be deemed “willful” unless done, or omitted to be done, by the Grantee without reasonable belief that the Grantee’s act, or failure to act, was in the best interest of the Company and any of its subsidiaries. In the event the Grantee is a party to an employment agreement with the Company or any subsidiary that contains a different definition of “cause,” the definition set forth in such other agreement shall be applicable to the Grantee for purposes of this Agreement and not this definition.

award of such successor subject to the provisions of the Plan, the Restricted Stock Units shall vest in accordance with Paragraphs 2 and 3 and Schedule A of this Agreement (as applicable), subject, in each case, to the terms of the Plan and to any applicable adjustments to the performance metrics set forth on Schedule A in connection with such Change of Control or Sale Event that may be made in the sole discretion of the Administrator and the parties to such Change of Control or Sale Event.

10. Clawback . This Award and any Restricted Stock Units granted hereunder (and any gains thereon) shall be subject to recovery or “clawback” by the Company if and to the extent that the vesting of such Restricted Stock Units was determined or calculated based on materially inaccurate financial statements or any other material inaccurate performance metric criteria. If the Company or its subsidiaries terminate the Grantee’s service relationship due to the Grantee’s gross negligence or willful misconduct (whether or not such actions also constitute Cause hereunder) which conduct, directly or indirectly results in the Company preparing an accounting restatement, and/or, if the Grantee breaches any provision of the Non-Solicitation Agreement (or, if applicable, such other agreement referenced in Paragraph 1, above) any Restricted Stock Units granted hereunder, whether or not vested, (and any gains thereon) shall be subject to forfeiture, recovery and “clawback.”





BOSTON PRIVATE FINANCIAL HOLDINGS, INC.

By:
	Title:





Dated:
			Grantee’s Signature

			Grantee’s name:

EXHIBIT I (A): NON-SOLICITATION AND

CONFIDENTIALITY AGREEMENT FOR NON-CALIFORNIA RESIDENTS

I acknowledge that I enter into this Non-Solicitation and Confidentiality Agreement (the “Agreement”) in connection with an award of restricted stock, restricted stock units or a grant of a stock option (together, an “Award”) that is made on or about the date of the proposal of this Agreement, pursuant to the Boston Private Financial Holdings, Inc. Amended and Restated 2009 Stock Option and Incentive Plan or any subsequent stock option and/or restricted stock plan of Boston Private Financial Holdings, Inc. (together, the “Plan”) and that I shall forfeit the Award (whether vested or unvested) if I do not execute this Non-Solicitation and Confidentiality Agreement (the “Agreement”) within 60 days of the grant date of the Award.

For purposes of this Agreement, the “Company” refers to Boston Private Financial Holdings, Inc. (“BPFH”) and any and all of its wholly or partially owned subsidiaries.

In consideration for my eligibility for any Award, I hereby agree as follows:

1. Confidential Information . During my employment with the Company and at all times thereafter, I shall keep secret and retain in strictest confidence, and shall not disclose or use, other than in the proper performance of my responsibilities for the Company, any Confidential Information. “Confidential Information” means any information, whether or not in writing, concerning the Company’s business or activities that the Company has not released to the general public. I acknowledge that all Confidential Information is the property of the Company. I understand that the term “Confidential Information” includes, but is not limited to financial statements, business plans, document templates, term sheets, policies and procedures, proprietary training materials, personnel, board materials and minutes, operations, customer and client lists and identities, potential customers and clients, vendor lists and agreements, employees, servicing methods, strategies and strategic planning materials, analyses, profit margins and other proprietary information in connection with the Company; provided , however, that Confidential Information shall not include any information which is generally known to the public or becomes known in the industry through no wrongful act on my part. Confidential Information also includes information received in confidence by the Company from its customers, clients or other third parties.

2. Return of Confidential Information and Other Property . I shall deliver to the Company all copies of Confidential Information and other Company property (which includes but is not limited to any documents, notes or other work product connected with or derived from my services to or affiliation with the Company, whether in electronic or paper form) in my possession or control upon the earlier of a request by the Company or termination of my employment.

3. Non-Solicitation/Non-Accept .

(a) During my employment with the Company, and for the period ending on the first anniversary of the effective date of my termination of employment with the Company, I shall not directly or indirectly:

(i) solicit or accept for employment with another employer or employ any person then, or within the prior six (6) months, employed by the Company, or request, influence or advise any person who at the time of such communication is employed by the Company to leave such employment; or

(ii) influence or advise any business that is or may be competitive with the business of the Company to employ any person who is employed by the Company; or

(iii) solicit or accept any customer or client of the Company to do business with any person or entity other than the Company or request, induce or advise any customer or client of the Company to withdraw, curtail, diminish or cease his, her or its business with the Company.

(iv) For purposes of Section 3(a), I understand and acknowledge the following for purposes of this Agreement:

(v) A business is or may be “competitive” with the Company if such business is engaged in banking, investment management, financial planning, trust administration or other related financial services;

(vi) to “employ” means to perform services as a common law employer or as an independent contractor for the Company or another person or entity;

(vii) if I advise others concerning the process of encouraging a person to become employed or a customer to do business, I will be considered to have solicited such person or customer regardless of whether I directly engage in solicitation of the person;

(viii) I shall be considered to “accept for employment” or “employ” any person who becomes employed by another employer if:

(A) I advise any bank or other business with which I am affiliated to consider such person for employment,

(B) I participate in any way in the consideration of any such person for employment, or

(ix) I shall be considered to “accept” a customer or client if I perform services for such customer or client;

(x) a “customer or client of the Company” means any person or entity who or which did business with the Company during my employment with the Company; provided that, if my employment with the Company is limited exclusively to Boston Private Bank & Trust Company and its predecessors (the “Bank”), a “customer or client of the Company” shall be

limited to any person or entity who or which did business with the Bank during my employment with the Bank. for purposes of the post-employment restrictions in this Section 3.

(b) I hereby acknowledge the necessity of the protection provided to the Company under this Agreement. I have carefully considered the nature and scope of such protection. The Company and I hereby agree that the unique nature of the business of the Company and the nature of my services for the Company require the protection specified in this Agreement. The consideration described in this Agreement is sufficient and adequate to compensate me for agreeing to the restrictions contained herein. I acknowledge that I can continue to actively pursue my career and earn sufficient compensation without breaching any of the foregoing restrictions. The period of the post-employment restrictions in this Agreement is expressly represented and agreed to be fair, reasonable and necessary.

4. Other Obligations . I represent and warrant to the Company that I am not under any contract, agreement or restrictive covenant, and have not previously executed any documents whatsoever with any other person, firm, association, or corporation, that will, in any manner, prevent me from performing any of the job duties and responsibilities that may be assigned to me from time to time by the Company. I also represent and warrant that I will not bring and have not brought with me to the Company and that I will not use in the course and scope of my employment with the Company any confidential, proprietary and/or trade secret materials, documents or information that I obtained from a former employer or other individual or entity, without the express written authorization of the pertinent former employer or other individual or entity. I further represent and warrant that, during my employment with the Company, I will not breach any obligation or duty to maintain confidential and not to disclose or use that I may owe to any former employer or other individual or entity, and I agree to fulfill and comply with any and all such obligations and duties during my employment by the Company.

5. Notice to Future Employers and of Future Employment .

(a) I agree that during my employment with the Company and for the period of one (1) year following the termination of my employment with the Company for any reason, I will inform each prospective new employer I may have, prior to accepting employment, of the existence of this Agreement, and I shall provide each prospective employer with a copy of this Agreement.

(b) I also agree that during my employment with the Company and for the period of one (1) year following the termination of my employment with the Company for any reason, I shall notify the Company in writing of any subsequent engagement, occupation or employment, whether as owner, employee, officer, director, agent, consultant, independent contractor or the like, and my duties and responsibilities with respect to any such position.

6. Enforcement and Remedies . I hereby acknowledge that upon my breach of any of the covenants contained in this Agreement, the Company will suffer irreparable harm for which the remedy at law will be inadequate, and that an injunction may be entered against me by any court having jurisdiction, restraining me from breaching any of the provisions of this Agreement or continuing the breach of any such provisions, without the necessity of posting a bond. Resort to such equitable relief shall not be construed to be a waiver by the Company of any other rights or remedies that the Company may have to recover damages or other relief. In addition, if the Company prevails in an action to enforce this Agreement, I shall compensate the Company for its reasonable attorneys’ fees and related expenses incurred in enforcing this Agreement.

7. At-Will Employment . It is my understanding that the Company or I may terminate my employment at any time, with or without cause; provided that if I have entered into or in the future enter

into a separate written and fully executed employment agreement that expressly provides for employment on other than an at-will basis, my employment status pursuant to such agreement shall supersede the foregoing acknowledgment of at-will employment.

8. Amendment or Modification . This Agreement may not be changed or amended except in writing signed by myself and the Company.

9. Severability . All provisions, terms, conditions, paragraphs, agreements and covenants (“Provisions”) contained in this Agreement are severable and, in the event any one of them shall be held to be invalid, this Agreement shall be interpreted as if such Provision was not contained herein, and such determination shall not otherwise affect the validity of any other Provision.

10. Survival and Assignment by the Company . The Company may assign the rights given to it in this Agreement, and this Agreement shall survive any sale of assets, merger, consolidation, or other change in corporate structure. I understand that my obligations under this Agreement will continue in accordance with its express terms regardless of any changes in my title, position, duties, salary, compensation or benefits or other terms and conditions of employment or any transfer between Company entities and that no such changes shall constitute a termination of my employment. I also acknowledge that provisions of this Agreement shall continue in effect following the termination of my employment as specified above. Notwithstanding the foregoing, if my employment terminates without Cause upon or following a Change of Control or a Sale Event, my obligations under Section 3 (“Non-Solicitation/Non-Accept”) shall no longer be in effect. For purposes of this Agreement, (i) a termination without “Cause” shall have the same meaning as a Job Elimination, as that term is defined in the BPFH Severance Pay Plan as in effect on the date of this Agreement; and (ii) the terms “Change of Control” and “Sale Event” shall have the same meanings as set forth in the Plan.

11. Waiver . The waiver by the Company of any breach of any provision of this Agreement shall not be construed as a waiver of any subsequent breach of such provision or the breach of any other provision contained in this Agreement.

12. Governing Law . This Agreement shall be construed in accordance with and governed by the substantive laws of the Commonwealth of Massachusetts without regard to conflict of law provisions.

13. Knowledge of Rights and Duties . I have carefully reviewed and completely read all of the provisions of this Agreement and understand my rights, duties, obligations and responsibilities under this Agreement. I acknowledge that I am knowingly and voluntarily entering into this Agreement.

IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date shown below.

___________________________________________ Martha T. Higgins, Executive Vice President


EMPLOYEE (Print Name)	FOR THE COMPANY (Print name, title & employer)

____________________________________ ___________________________________________

Signature Signature

DATE: ______________________________

EXHIBIT I (B): NON-SOLICITATION AND

CONFIDENTIALITY AGREEMENT (FOR CALIFORNIA RESIDENTS ONLY)

For purposes of this Agreement, the “Company” refers to Boston Private Financial Holdings, Inc. (“BPFH”) and any and all of its wholly or partially owned subsidiaries.

In consideration for my eligibility for any Award, I hereby agree as follows:

3. Non-Solicitation . During my employment with the Company, and for the period ending on the first anniversary of the effective date of my termination of employment with the Company, I shall not, directly or indirectly, solicit any person then, or within the prior six (6) months, employed by the Company, or request, influence or advise any person who at the time of such communication is employed by the Company to leave such employment.

Company. I also represent and warrant that I will not bring and have not brought with me to the Company and that I will not use in the course and scope of my employment with the Company any confidential, proprietary and/or trade secret materials, documents or information that I obtained from a former employer or other individual or entity, without the express written authorization of the pertinent former employer or other individual or entity. I further represent and warrant that, during my employment with the Company, I will not breach any obligation or duty to maintain confidential and not to disclose or use that I may owe to any former employer or other individual or entity, and I agree to fulfill and comply with any and all such obligations and duties during my employment by the Company.

5. Notice to Future Employers . I agree that during my employment with the Company and for the period of one (1) year following the termination of my employment with the Company for any reason, I will inform each prospective new employer I may have, prior to accepting employment, of the existence of this Agreement, and I shall provide each prospective employer with a copy of this Agreement. I also agree that the Company has the right to independently contact any potential or actual future employer of mine to notify the future employer of my obligations under this Agreement and provide such future employer with a copy of this Agreement.

7. At-Will Employment . It is my understanding that the Company or I may terminate my employment at any time, with or without cause; provided that if I have entered into or in the future enter into a separate written and fully executed employment agreement that expressly provides for employment on other than an at-will basis, my employment status pursuant to such agreement shall supersede the foregoing acknowledgment of at-will employment.

8. Amendment or Modification . This Agreement may not be changed or amended except in writing signed by myself and the Company.

10. Survival and Assignment by the Company . The Company may assign the rights given to it in this Agreement, and this Agreement shall survive any sale of assets, merger, consolidation, or other change in corporate structure. I understand that my obligations under this Agreement will continue in accordance with its express terms regardless of any changes in my title, position, duties, salary, compensation or benefits or other terms and conditions of employment or any transfer between Company entities and that no such changes shall constitute a termination of my employment. I also acknowledge that provisions of this Agreement shall continue in effect following the termination of my employment as specified above. I also acknowledge that provisions of this Agreement shall continue in effect following the termination of my employment as specified above. Notwithstanding the foregoing, if my employment

terminates without Cause upon or following a Change of Control or a Sale Event, my obligations under Section 3 (“Non-Solicitation”) shall no longer be in effect. For purposes of this Agreement, (i) a termination without “Cause” shall have the same meaning as a Job Elimination, as that term is defined in the BPFH Severance Pay Plan as in effect on the date of this Agreement; and (ii) the terms “Change of Control” and “Sale Event” shall have the same meanings as set forth in the Plan.

12. Governing Law . This Agreement shall be construed in accordance with and governed by the substantive laws of the State of California without regard to conflict of law provisions.

IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date shown below.

___________________________________________ Martha T. Higgins, Executive Vice President


EMPLOYEE (Print Name)	FOR THE COMPANY (Print name, title & employer)

____________________________________ ___________________________________________

Signature Signature

DATE: ______________________________

SCHEDULE A

PERFORMANCE TARGETS

Exhibit 10.4

FORM OF

RESTRICTED STOCK UNIT AWARD AGREEMENT

UNDER THE BOSTON PRIVATE FINANCIAL HOLDINGS, INC.

AMENDED AND RESTATED

2009 STOCK OPTION AND INCENTIVE PLAN



Name of Grantee:

No. of Restricted Stock Units:

Grant Date:



Number of Restricted Stock Units Vested	Vesting Date
_____________ (100%)	___________, 20__

3. Termination of Employment . Except as otherwise provided in this Paragraph 3, if the Grantee’s employment with the Company and its subsidiaries is voluntarily or involuntarily terminated for any reason prior to the Vesting Date, all Restricted Stock Units shall immediately and automatically be forfeited. Notwithstanding the foregoing, if the Grantee’s employment with the Company and its subsidiaries is terminated (a) due to the Grantee’s disability (as determined by the Administrator) or death, all Restricted Stock Units shall automatically become fully vested, subject to the provisions of the Plan, as of the date of the Grantee’s termination of employment, or (b) (i) due to Grantee’s Retirement or (ii) by the Company without Cause (as defined below), the Grantee shall be eligible to vest, with respect to a pro-rated portion of this Award, calculated based on (A) the number of days from the Grant Date through the date of the Grantee’s termination of employment, divided by (B) the number of days from the Grant Date through the Vesting Date; provided, however, that if the Grantee is terminated by the Company without Cause within the 24-month period following a Change of Control or Sale Event, all Restricted Stock Units shall automatically become fully vested, subject to the provisions of the Plan, as of the date of the Grantee’s termination of employment. The Administrator’s determination of the reason for termination of the Grantee’s employment shall be conclusive and binding on the Grantee and his or her representatives or legatees.

“Cause” means a termination of Grantee’s employment as a result of (i) conviction of the Grantee of, or plea of guilty or nolo contendere by the Grantee to, a felony, or (ii) dishonest acts against the Company or any of its subsidiaries, or (iii) misconduct which is likely to cause financial loss to the Company or any of its subsidiaries or to cause damage to the business reputation of the Company or any of its subsidiaries, or (iv) willful or repeated misconduct or gross neglect constituting bad faith in performing the Grantee’s duties with the Company, or (v) breach of fiduciary duty involving personal profit to the Grantee. For purposes of clause (iv), no act, or failure to act, on the Grantee’s part shall be deemed “willful” unless done, or omitted to be done, by the Grantee without reasonable belief that the Grantee’s act, or failure to act, was in the best interest of the Company and any of its subsidiaries. In the event the Grantee is a party to an employment agreement with the Company or any subsidiary that contains a different definition of “cause,” the definition set forth in such other agreement shall be applicable to the Grantee for purposes of this Agreement and not this definition.

4. Change of Control . Notwithstanding the provisions of Paragraph 3 above, or the provisions of any agreement between the Grantee and Company or any subsidiary that is in effect as of the date hereof, in the event of a Change of Control or Sale Event prior to the Vesting Date, (i) if, in connection with such Change of Control or Sale Event, this Award is not assumed or continued by the successor entity in such Change of Control or Sale Event or substituted with a new award of such successor (in accordance with the Plan), the Restricted Stock Units shall automatically become fully vested, subject to the provisions of the Plan, as of the effective time of such Change of Control or Sale Event, and (ii) if this Award is assumed or continued by the successor entity in such Change of Control or Sale Event or substituted with a new award of such successor subject to the provisions of the Plan, the Restricted Stock Units shall vest in accordance with Paragraphs 2 and 3 of this Agreement (as applicable), subject, in each case, to the terms of the Plan.

Paragraphs 2 or 3 of this Agreement on such date and the Grantee shall thereafter have all the rights of a stockholder of the Company with respect to such shares, and (ii) pay in cash to the Grantee an amount equal to the product of (x) the amount of dividends payable per share of Stock since the Grant Date and (y) the number of Restricted Stock Units that have vested pursuant to Paragraph 2 of this Agreement on such date.

8. Section 409A of the Code. This Agreement shall be interpreted in such a manner that all provisions relating to the settlement of the Award are exempt from the requirements of Section 409A of the Code as “short-term deferrals” as described in Section 409A of the Code.

10. Clawback . This Award and any Restricted Stock Units granted hereunder (and any gains thereon) shall be subject to recovery or “clawback” by the Company if and to the extent that the vesting of such Restricted Stock Units was determined or calculated based on materially inaccurate financial statements or any other material inaccurate performance metric criteria. If the Company or its subsidiaries terminate the Grantee’s service relationship due to the Grantee’s gross negligence or willful misconduct (whether or not such actions also constitute Cause hereunder), which conduct, directly or indirectly results in the Company preparing an accounting restatement, and/or if the Grantee breaches any provision of the Non-Solicitation Agreement (or, if applicable, such other agreement referenced in Paragraph 1 above), any Restricted Stock Units granted hereunder, whether or not vested, (and any gains thereon) shall be subject to forfeiture, recovery and “clawback.”

form; and (iv) authorizes the transfer of the Relevant Information to any jurisdiction in which the Relevant Companies consider appropriate. The Grantee shall have access to, and the right to change, the Relevant Information. Relevant Information will only be used in accordance with applicable law.

BOSTON PRIVATE FINANCIAL

HOLDINGS, INC.

By: _________________________________________

Title:

Dated: ______________________ __________________________________________________

Grantee’s Signature

Grantee’s name and address:

___________________________________________

EXHIBIT I (A): NON-SOLICITATION AND

CONFIDENTIALITY AGREEMENT FOR NON-CALIFORNIA RESIDENTS

For purposes of this Agreement, the “Company” refers to Boston Private Financial Holdings, Inc. (“BPFH”) and any and all of its wholly or partially owned subsidiaries.

In consideration for my eligibility for any Award, I hereby agree as follows:

3. Non-Solicitation/Non-Accept .

(ii) influence or advise any business that is or may be competitive with the business of the Company to employ any person who is employed by the Company; or

(iv) For purposes of Section 3(a), I understand and acknowledge the following for purposes of this Agreement:

(A) A business is or may be “competitive” with the Company if such business is engaged in banking, investment management, financial planning, trust administration or other related financial services;

(B) to “employ” means to perform services as a common law employer or as an independent contractor for the Company or another person or entity;

(C) if I advise others concerning the process of encouraging a person to become employed or a customer to do business, I will be considered to have solicited such person or customer regardless of whether I directly engage in solicitation of the person;

(D) I shall be considered to “accept for employment” or “employ” any person who becomes employed by another employer if:

(1) I advise any bank or other business with which I am affiliated to consider such person for employment,

(2) I participate in any way in the consideration of any such person for employment, or

(3) such person becomes employed in a position in which I supervise such person;

(E) I shall be considered to “accept” a customer or client if I perform services for such customer or client;

(F) a “customer or client of the Company” means any person or entity who or which did business with the Company during my employment with the Company; provided that, if my employment with the Company is limited exclusively to Boston Private Bank & Trust Company and its predecessors (the “Bank”), a “customer or client of the Company” shall be limited to any person or entity who or which did business with the Bank during my employment with the Bank. for purposes of the post-employment restrictions in this Section 3.

breaching any of the foregoing restrictions. The period of the post-employment restrictions in this Agreement is expressly represented and agreed to be fair, reasonable and necessary.

5. Notice to Future Employers and of Future Employment .

8. Amendment or Modification . This Agreement may not be changed or amended except in writing signed by myself and the Company.

12. Governing Law . This Agreement shall be construed in accordance with and governed by the substantive laws of the Commonwealth of Massachusetts without regard to conflict of law provisions.

IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date shown below.

___________________________________________ Martha T. Higgins, Executive Vice President


EMPLOYEE (Print Name)	FOR THE COMPANY (Print name, title & employer)

____________________________________ ___________________________________________

Signature Signature

DATE: ______________________________

EXHIBIT I (B): NON-SOLICITATION AND

CONFIDENTIALITY AGREEMENT (FOR CALIFORNIA RESIDENTS ONLY)

For purposes of this Agreement, the “Company” refers to Boston Private Financial Holdings, Inc. (“BPFH”) and any and all of its wholly or partially owned subsidiaries.

In consideration for my eligibility for any Award, I hereby agree as follows:

8. Amendment or Modification . This Agreement may not be changed or amended except in writing signed by myself and the Company.

10. Survival and Assignment by the Company . The Company may assign the rights given to it in this Agreement, and this Agreement shall survive any sale of assets, merger, consolidation, or other change in corporate structure. I understand that my obligations under this Agreement will continue in accordance with its express terms regardless of any changes in my title, position, duties, salary, compensation or benefits or other terms and conditions of employment or any transfer between Company entities and that no such changes shall constitute a termination of my employment. I also acknowledge that provisions of this Agreement shall continue in effect following the termination of my employment as specified above. I also acknowledge that provisions of this Agreement shall continue in effect following the termination of my employment as specified above. Notwithstanding the foregoing, if my employment

12. Governing Law . This Agreement shall be construed in accordance with and governed by the substantive laws of the State of California without regard to conflict of law provisions.

IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date shown below.

___________________________________ Martha T. Higgins, Executive Vice President


EMPLOYEE (Print Name)	FOR THE COMPANY (Print name, title & employer)

___________________________________ ____________________________________

Signature Signature

DATE:_____________________________

Exhibit 10.5

FORM OF

RESTRICTED STOCK UNIT AWARD AGREEMENT

UNDER THE BOSTON PRIVATE FINANCIAL HOLDINGS, INC.

2010 INDUCEMENT STOCK PLAN



Name of Grantee:

No. of Restricted Stock Units:

Grant Date:

Pursuant to the Boston Private Financial Holdings, Inc. 2010 Inducement Stock Plan as amended through the date hereof (the “Plan”), Boston Private Financial Holdings, Inc. (the “Company”) hereby grants an award of the number of Restricted Stock Units listed above (an “Award”) to the Grantee named above. Each Restricted Stock Unit shall relate to one share of Common Stock, par value $1.00 per share (the “Stock”) of the Company.



Number of Restricted Stock Units Vested	Vesting Date
_____________ (100%)	_______________, 20__

3. Termination of Employment . Except as otherwise provided in this Paragraph 3, if the Grantee’s employment with the Company and its subsidiaries is voluntarily or involuntarily terminated for any reason prior to the Vesting Date, all Restricted Stock Units shall immediately and automatically be forfeited. Notwithstanding the foregoing, if the Grantee’s employment with the Company and its subsidiaries is terminated (a) due to the Grantee’s disability (as determined by the Administrator) or death, all Restricted Stock Units shall automatically become fully vested, subject to the provisions of the Plan, as of the date of the Grantee’s termination of employment, or (b) (i) due to Grantee’s Retirement or (ii) by the Company without Cause (as defined below) the Grantee shall be eligible to vest with respect to a pro-rated portion of the Award, calculated based on (A) the number of days from the Grant Date through the date of the Grantee’s termination of employment, divided by (B) the number of days from the Grant Date through the Vesting Date; provided, however, that if the Grantee is terminated by the Company without Cause within the 24-month period following a Change of Control or Sale Event, all Restricted Stock Units shall automatically become fully vested, subject to the provisions of the Plan, as of the date of the Grantee’s termination of employment. The Administrator’s determination of the reason for termination of the Grantee’s employment shall be conclusive and binding on the Grantee and his or her representatives or legatees.

4. Change of Control . Notwithstanding the provisions of Paragraph 3 above, or the provisions of any agreement between the Grantee and Company or any subsidiary that is in effect as of the date hereof, in the event of a Change of Control or Sale Event prior to the Vesting Date, (i) if, in connection with such Change of Control or Sale Event, this Award is not assumed or continued by the successor entity in such Change of Control or Sale Event or substituted with a new award of such successor (in accordance with the Plan), the Restricted Stock Units shall automatically become fully vested, subject to the provisions of the Plan, as of the effective time of such Change of Control or Sale Event, and (ii) if this Award is assumed or continued by the successor entity in such Change of Control or Sale Event or substituted with a new award of such successor subject to the provisions of the Plan, the Restricted Stock Units shall vest in accordance with Paragraphs 2 and 3 of this Agreement (as applicable), subject, in each case, to the terms of the Plan.

Paragraphs 2 and 3 of this Agreement on such date and the Grantee shall thereafter have all the rights of a stockholder of the Company with respect to such shares, and (ii) pay in cash to the Grantee an amount equal to the product of (x) the amount of dividends payable per share of Stock since the Grant Date and (y) the number of Restricted Stock Units that have vested pursuant to Paragraph 2 of this Agreement on such date.

8. Section 409A of the Code. This Agreement shall be interpreted in such a manner that all provisions relating to the settlement of the Award are exempt from the requirements of Section 409A of the Code as “short-term deferrals” as described in Section 409A of the Code.

10. Clawback . This Award and any Restricted Stock Units granted hereunder (and any gains thereon) shall be subject to recovery or “clawback” by the Company if and to the extent that the vesting of such Restricted Stock Units was determined or calculated based on materially inaccurate financial statements or any other material inaccurate performance metric criteria. If the Company or its subsidiaries terminate the Grantee’s service relationship due to the Grantee’s gross negligence or willful misconduct (whether or not such actions also constitute Cause hereunder), which conduct, directly or indirectly results in the Company preparing an accounting restatement, and/or if the Grantee breaches any provision of the Non-Solicitation Agreement (or, if applicable, such other agreement referenced in Paragraph 1 above), any Restricted Stock Units granted hereunder, whether or not vested, (and any gains thereon) shall be subject to forfeiture, recovery and “clawback.”

Companies consider appropriate. The Grantee shall have access to, and the right to change, the Relevant Information. Relevant Information will only be used in accordance with applicable law.

BOSTON PRIVATE FINANCIAL

HOLDINGS, INC.

By: _________________________________________

Title:

Dated: ______________________ __________________________________________________

Grantee’s Signature

Grantee’s name and address:

___________________________________________

EXHIBIT I (A): NON-SOLICITATION AND

CONFIDENTIALITY AGREEMENT FOR NON-CALIFORNIA RESIDENTS

I acknowledge that I enter into this Non-Solicitation and Confidentiality Agreement (the “Agreement”) in connection with an award of restricted stock, restricted stock units or a grant of a stock option (together, an “Award”) that is made on or about the date of the proposal of this Agreement, pursuant to the Boston Private Financial Holdings, Inc. 2010 Inducement Stock Plan or any subsequent stock option and/or restricted stock plan of Boston Private Financial Holdings, Inc. (together, the “Plan”) and that I shall forfeit the Award (whether vested or unvested) if I do not execute this Non-Solicitation and Confidentiality Agreement (the “Agreement”) within 60 days of the grant date of the Award.