UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q
(Mark One)
Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the quarterly period ended
 
September 30, 2019March 31, 2020
or
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:  001-32991
WASHINGTON TRUST BANCORP, INC.
(Exact name of registrant as specified in its charter)
Rhode Island 05-0404671
(State or other jurisdiction of incorporation or organization) (IRS Employer Identification No.)
23 Broad Street  
Westerly,Rhode Island 02891
(Address of principal executive offices) (Zip Code)

(401) 348-1200
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
COMMON STOCK, $.0625 PAR VALUE PER SHAREWASHThe NASDAQ Stock Market LLC
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 No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (Section 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes  No

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

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 accounting standards provided pursuant to Section 13(a) 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 No
The number of shares of common stock of the registrant outstanding as of October 31, 2019April 30, 2020 was 17,350,703.17,258,482.



FORM 10-Q
WASHINGTON TRUST BANCORP, INC. AND SUBSIDIARIES
For the Quarter Ended September 30, 2019March 31, 2020
  
TABLE OF CONTENTS
 Page Number
 
 
 
 


- 2-


PART I.  Financial Information
Item 1.  Financial Statements
Washington Trust Bancorp, Inc. and Subsidiaries 
Consolidated Balance Sheets (unaudited)
(Dollars in thousands, except par value)
September 30,
2019
 December 31,
2018
March 31,
2020
 December 31,
2019
Assets:      
Cash and due from banks
$141,768
 
$89,923

$178,678
 
$132,193
Short-term investments4,336
 3,552
6,591
 6,262
Mortgage loans held for sale, at fair value44,657
 20,996
49,751
 27,833
Securities:   
Available for sale debt securities, at fair value887,020
 927,810
Held to maturity debt securities, at amortized cost (fair value $10,316 at December 31, 2018)
 10,415
Total securities887,020
 938,225
Available for sale debt securities, at fair value (amortized cost $896,435; net of allowance for credit losses on securities of $0 at March 31, 2020)917,392
 899,490
Federal Home Loan Bank stock, at cost45,030
 46,068
53,576
 50,853
Loans:      
Total loans3,778,106
 3,680,360
4,090,396
 3,892,999
Less allowance for loan losses26,997
 27,072
Less: allowance for credit losses on loans39,665
 27,014
Net loans3,751,109
 3,653,288
4,050,731
 3,865,985
Premises and equipment, net29,293
 29,005
28,543
 28,700
Operating lease right-of-use assets27,500
 
26,098
 26,792
Investment in bank-owned life insurance81,920
 80,463
83,053
 82,490
Goodwill63,909
 63,909
63,909
 63,909
Identifiable intangible assets, net7,448
 8,162
6,988
 7,218
Other assets114,888
 77,175
155,669
 100,934
Total assets
$5,198,878
 
$5,010,766

$5,620,979
 
$5,292,659
Liabilities:      
Deposits:      
Noninterest-bearing deposits
$619,839
 
$603,216

$622,893
 
$609,924
Interest-bearing deposits2,966,314
 2,920,832
3,083,421
 2,888,958
Total deposits3,586,153
 3,524,048
3,706,314
 3,498,882
Federal Home Loan Bank advances956,786
 950,722
1,198,534
 1,141,464
Junior subordinated debentures22,681
��22,681
22,681
 22,681
Operating lease liabilities29,541
 
28,184
 28,861
Other liabilities105,892
 65,131
156,669
 97,279
Total liabilities4,701,053
 4,562,582
5,112,382
 4,789,167
Commitments and contingencies (Note 18)


 




 


Shareholders’ Equity:      
Common stock of $.0625 par value; authorized 60,000,000 shares; issued and outstanding 17,338,348 shares at September 30, 2019 and 17,302,037 at December 31, 20181,084
 1,081
Common stock of $.0625 par value; authorized 60,000,000 shares; 17,363,457 shares issued and 17,251,532 shares outstanding at March 31, 2020 and 17,363,455 shares issued and outstanding at December 31, 20191,085
 1,085
Paid-in capital121,900
 119,888
123,167
 123,281
Retained earnings383,765
 355,524
387,243
 390,363
Accumulated other comprehensive loss(8,924) (28,309)
Accumulated other comprehensive income (loss)929
 (11,237)
Treasury stock, at cost; 111,925 shares at March 31, 2020(3,827) 
Total shareholders’ equity497,825
 448,184
508,597
 503,492
Total liabilities and shareholders’ equity
$5,198,878
 
$5,010,766

$5,620,979
 
$5,292,659


Washington Trust Bancorp, Inc. and Subsidiaries


 
Consolidated Statements of Income (unaudited)
(Dollars and shares in thousands, except per share amounts)


 Three Months Nine Months
Periods ended September 30,2019 2018 2019 2018
Three months ended March 31,Three months ended March 31,2020
 2019
Interest income:Interest income:       Interest income:   
Interest and fees on loansInterest and fees on loans
$41,558
 
$38,493
 
$125,440
 
$109,633
Interest and fees on loans
$40,008
 
$41,744
Interest on mortgage loans held for saleInterest on mortgage loans held for sale410
 384
 878
 923
Interest on mortgage loans held for sale285
 180
Taxable interest on debt securitiesTaxable interest on debt securities6,318
 5,383
 20,550
 15,859
Taxable interest on debt securities5,834
 7,226
Nontaxable interest on debt securitiesNontaxable interest on debt securities1
 9
 18
 52
Nontaxable interest on debt securities
 9
Dividends on Federal Home Loan Bank stockDividends on Federal Home Loan Bank stock747
 634
 2,162
 1,700
Dividends on Federal Home Loan Bank stock640
 695
Other interest incomeOther interest income493
 261
 1,232
 723
Other interest income349
 340
Total interest and dividend incomeTotal interest and dividend income49,527
 45,164
 150,280
 128,890
Total interest and dividend income47,116
 50,194
Interest expense:Interest expense: 
  
    Interest expense: 
  
DepositsDeposits9,792
 6,546
 27,957
 16,222
Deposits8,536
 8,696
Federal Home Loan Bank advancesFederal Home Loan Bank advances6,512
 4,937
 20,153
 13,627
Federal Home Loan Bank advances5,765
 6,661
Junior subordinated debenturesJunior subordinated debentures245
 232
 750
 629
Junior subordinated debentures213
 253
Total interest expenseTotal interest expense16,549
 11,715
 48,860
 30,478
Total interest expense14,514
 15,610
Net interest incomeNet interest income32,978
 33,449
 101,420
 98,412
Net interest income32,602
 34,584
Provision for loan losses400
 350
 1,575
 750
Net interest income after provision for loan losses32,578
 33,099
 99,845
 97,662
Provision for credit lossesProvision for credit losses7,036
 650
Net interest income after provision for credit lossesNet interest income after provision for credit losses25,566
 33,934
Noninterest income:Noninterest income:       Noninterest income:   
Wealth management revenuesWealth management revenues9,153
 9,454
 27,954
 29,329
Wealth management revenues8,689
 9,252
Mortgage banking revenuesMortgage banking revenues4,840
 2,624
 11,126
 8,403
Mortgage banking revenues6,096
 2,646
Card interchange feesCard interchange fees1,099
 983
 3,114
 2,791
Card interchange fees947
 997
Service charges on deposit accountsService charges on deposit accounts939
 885
 2,743
 2,651
Service charges on deposit accounts860
 875
Loan related derivative incomeLoan related derivative income1,407
 278
 2,877
 1,087
Loan related derivative income2,455
 724
Income from bank-owned life insuranceIncome from bank-owned life insurance569
 572
 1,784
 1,624
Income from bank-owned life insurance564
 649
Net realized losses on securities
 
 (80) 
Other incomeOther income335
 419
 944
 1,066
Other income316
 224
Total noninterest incomeTotal noninterest income18,342
 15,215
 50,462
 46,951
Total noninterest income19,927
 15,367
Noninterest expense:Noninterest expense:       Noninterest expense:   
Salaries and employee benefitsSalaries and employee benefits18,332
 17,283
 54,387
 52,359
Salaries and employee benefits19,468
 17,619
Outsourced servicesOutsourced services2,722
 1,951
 7,846
 6,174
Outsourced services3,000
 2,606
Net occupancyNet occupancy1,933
 2,013
 5,835
 5,945
Net occupancy2,019
 1,998
EquipmentEquipment1,046
 1,080
 3,085
 3,329
Equipment977
 1,011
Legal, audit and professional feesLegal, audit and professional fees645
 559
 1,843
 1,840
Legal, audit and professional fees822
 534
FDIC deposit insurance costsFDIC deposit insurance costs(460) 410
 509
 1,236
FDIC deposit insurance costs422
 429
Advertising and promotionAdvertising and promotion368
 440
 1,132
 946
Advertising and promotion259
 239
Amortization of intangiblesAmortization of intangibles236
 245
 714
 740
Amortization of intangibles230
 239
Other expensesOther expenses2,048
 2,081
 6,634
 6,911
Other expenses3,256
 2,289
Total noninterest expenseTotal noninterest expense26,870
 26,062
 81,985
 79,480
Total noninterest expense30,453
 26,964
Income before income taxesIncome before income taxes24,050
 22,252
 68,322
 65,133
Income before income taxes15,040
 22,337
Income tax expenseIncome tax expense5,236
 4,741
 14,740
 13,737
Income tax expense3,139
 4,842
Net incomeNet income
$18,814
 
$17,511
 
$53,582
 
$51,396
Net income
$11,901
 
$17,495
           
Net income available to common shareholdersNet income available to common shareholders
$18,778
 
$17,475
 
$53,477
 
$51,284
Net income available to common shareholders
$11,869
 
$17,461
Weighted average common shares outstanding - basicWeighted average common shares outstanding - basic17,338
 17,283
 17,324
 17,263
Weighted average common shares outstanding - basic17,345
 17,304
Weighted average common shares outstanding - dilutedWeighted average common shares outstanding - diluted17,414
 17,382
 17,406
 17,392
Weighted average common shares outstanding - diluted17,441
 17,401
Per share information:Basic earnings per common share
$1.08
 
$1.01
 
$3.09
 
$2.97
Basic earnings per common share
$0.68
 
$1.01
Diluted earnings per common share
$1.08
 
$1.01
 
$3.07
 
$2.95
Diluted earnings per common share
$0.68
 
$1.00
Cash dividends declared per share
$0.51
 
$0.43
 
$1.49
 
$1.29


Washington Trust Bancorp, Inc. and Subsidiaries


 
Consolidated Statements of Comprehensive Income (unaudited)
(Dollars in thousands)


Three Months Nine Months
Periods ended September 30,2019 2018 2019 2018
Three months ended March 31,2020
 2019
Net income
$18,814
 
$17,511
 
$53,582
 
$51,396

$11,901
 
$17,495
Other comprehensive income (loss), net of tax:          
Net change in fair value of available for sale debt securities2,886
 (4,531) 19,940
 (18,057)12,806
 11,021
Net change in fair value of cash flow hedges(171) 155
 (1,235) 1,409
(1,050) (442)
Net change in defined benefit plan obligations227
 361
 680
 1,081
410
 227
Total other comprehensive income (loss), net of tax2,942
 (4,015) 19,385
 (15,567)
Total other comprehensive income, net of tax12,166
 10,806
Total comprehensive income
$21,756
 
$13,496
 
$72,967
 
$35,829

$24,067
 
$28,301




Washington Trust Bancorp, Inc. and Subsidiaries


 
Consolidated Statements of Changes in Shareholders' Equity (unaudited)
(Dollars and shares in thousands)


For the three months ended September 30, 2019Common
Shares Outstanding
 
Common
Stock
 
Paid-in
Capital
 
Retained
Earnings
 
Accumulated
Other
Comprehensive
(Loss) Income
 Total
Balance at July 1, 201917,336
 
$1,083
 
$121,115
 
$373,873
 
($11,866) 
$484,205
Net income
 
 
 18,814
 
 18,814
Total other comprehensive income, net of tax
 
 
 
 2,942
 2,942
Cash dividends declared ($0.51 per share)
 
 
 (8,922) 
 (8,922)
Share-based compensation
 
 792
 
 
 792
Exercise of stock options, issuance of other compensation-related equity awards, net of awards surrendered2
 1
 (7) 
 
 (6)
Balance at September 30, 201917,338
 
$1,084
 
$121,900
 
$383,765
 
($8,924) 
$497,825

For the nine months ended September 30, 2019Common
Shares Outstanding
 
Common
Stock
 
Paid-in
Capital
 
Retained
Earnings
 
Accumulated
Other
Comprehensive
(Loss) Income
 Total
Balance at January 1, 201917,302
 
$1,081
 
$119,888
 
$355,524
 
($28,309) 
$448,184
Net income
 
 
 53,582
 
 53,582
Total other comprehensive income, net of tax
 
 
 
 19,385
 19,385
Cash dividends declared ($1.49 per share)
 
 
 (26,063) 
 (26,063)
Share-based compensation
 
 2,295
 
 
 2,295
Exercise of stock options, issuance of other compensation-related equity awards, net of awards surrendered36
 3
 (283) 
 
 (280)
Cumulative effect of change in accounting principle
 
 
 722
 
 722
Balance at September 30, 201917,338
 
$1,084
 
$121,900
 
$383,765
 
($8,924) 
$497,825


For the three months ended March 31, 2020Common
Shares Outstanding
Common
Stock
Paid-in
Capital
Retained
Earnings
Accumulated
Other
Comprehensive
(Loss) Income
Treasury StockTotal
Balance at January 1, 202017,363

$1,085

$123,281

$390,363

($11,237)
$—

$503,492
Cumulative effect of change in accounting principle - Topic 326


(6,108)

(6,108)
Net income


11,901


11,901
Total other comprehensive income



12,166

12,166
Cash dividends declared ($0.51 per share)


(8,913)

(8,913)
Share-based compensation

758



758
Exercise of stock options, issuance of other compensation-related equity awards, net of awards surrendered14

(872)

495
(377)
Treasury stock purchased under 2019 Stock Repurchase Program(125)



(4,322)(4,322)
Balance at March 31, 202017,252

$1,085

$123,167

$387,243

$929

($3,827)
$508,597
Washington Trust Bancorp, Inc. and Subsidiaries


 
Consolidated Statements of Changes in Shareholders' Equity (unaudited)
(Dollars and shares in thousands)



For the three months ended September 30, 2018Common
Shares Outstanding
 Common
Stock
 Paid-in
Capital
 Retained
Earnings
 Accumulated
Other
Comprehensive
Loss
 Total
Balance at July 1, 201817,278
 
$1,080
 
$118,883
 
$336,670
 
($35,062) 
$421,571
Net income
 
 
 17,511
 
 17,511
Total other comprehensive loss, net of tax
 
 
 
 (4,015) (4,015)
Cash dividends declared ($0.43 per share)
 
 
 (7,496) 
 (7,496)
Share-based compensation
 
 658
 
 
 658
Exercise of stock options, issuance of other compensation-related equity awards, net of awards surrendered12
 1
 (321) 
 
 (320)
Balance at September 30, 201817,290
 
$1,081
 
$119,220
 
$346,685
 
($39,077) 
$427,909

For the three months ended March 31, 2019Common
Shares Outstanding
Common
Stock
Paid-in
Capital
Retained
Earnings
Accumulated
Other
Comprehensive
(Loss) Income
Treasury StockTotal
Balance at January 1, 201917,302

$1,081

$119,888

$355,524

($28,309)
$—

$448,184
Cumulative effect of change in accounting principle - Topic 842


722


722
Net income


17,495


17,495
Total other comprehensive income



10,806

10,806
Cash dividends declared ($0.47 per share)


(8,220)

(8,220)
Share-based compensation

740



740
Exercise of stock options, issuance of other compensation-related equity awards, net of awards surrendered3
1
115



116
Balance at March 31, 201917,305

$1,082

$120,743

$365,521

($17,503)
$—

$469,843
For the nine months ended September 30, 2018Common
Shares Outstanding
 Common
Stock
 Paid-in
Capital
 Retained
Earnings
 Accumulated
Other
Comprehensive
Loss
 Total
Balance at January 1, 201817,227
 
$1,077
 
$117,961
 
$317,756
 
($23,510) 
$413,284
Net income
 
 
 51,396
 
 51,396
Total other comprehensive loss, net of tax
 
 
 
 (15,567) (15,567)
Cash dividends declared ($1.29 per share)
 
 
 (22,467) 
 (22,467)
Share-based compensation
 
 1,977
 
 
 1,977
Exercise of stock options, issuance of other compensation-related equity awards, net of awards surrendered63
 4
 (718) 
 
 (714)
Balance at September 30, 201817,290
 
$1,081
 
$119,220
 
$346,685
 
($39,077) 
$427,909



Washington Trust Bancorp, Inc. and Subsidiaries


 
Consolidated Statement of Cash Flows (unaudited)
(Dollars in thousands)


Nine months ended September 30,2019
 2018
Three months ended March 31,Three months ended March 31,2020
 2019
Cash flows from operating activities:Cash flows from operating activities:   Cash flows from operating activities:   
Net incomeNet income
$53,582
 
$51,396
Net income
$11,901
 
$17,495
Adjustments to reconcile net income to net cash provided by operating activities:Adjustments to reconcile net income to net cash provided by operating activities:   Adjustments to reconcile net income to net cash provided by operating activities:   
Provision for loan losses1,575
 750
Provision for credit lossesProvision for credit losses7,036
 650
Depreciation of premises and equipmentDepreciation of premises and equipment2,478
 2,454
Depreciation of premises and equipment783
 838
Net amortization of premiums and discounts on securities and loans3,113
 2,157
Net amortization of premiums and discounts on debt securities and loansNet amortization of premiums and discounts on debt securities and loans1,519
 822
Amortization of intangiblesAmortization of intangibles714
 740
Amortization of intangibles230
 239
Share-based compensationShare-based compensation2,295
 1,977
Share-based compensation758
 740
Tax benefit from stock option exercises and other equity awardsTax benefit from stock option exercises and other equity awards202
 454
Tax benefit from stock option exercises and other equity awards(85) 7
Income from bank-owned life insuranceIncome from bank-owned life insurance(1,784) (1,624)Income from bank-owned life insurance(564) (649)
Net gains on loan sales, including fair value adjustmentsNet gains on loan sales, including fair value adjustments(10,749) (7,950)Net gains on loan sales, including fair value adjustments(6,013) (2,474)
Net realized losses on securities80
 
Proceeds from sales of loans, netProceeds from sales of loans, net365,057
 306,095
Proceeds from sales of loans, net148,768
 51,673
Loans originated for saleLoans originated for sale(380,635) (296,367)Loans originated for sale(166,408) (46,864)
Decrease in operating lease right-of-use assetsDecrease in operating lease right-of-use assets1,422
 
Decrease in operating lease right-of-use assets694
 673
Decrease in operating lease liabilitiesDecrease in operating lease liabilities(1,312) 
Decrease in operating lease liabilities(677) (666)
Increase in other assetsIncrease in other assets(41,239) (20,903)Increase in other assets(57,060) (11,022)
Increase in other liabilitiesIncrease in other liabilities42,575
 19,256
Increase in other liabilities56,292
 9,532
Net cash provided by operating activities37,374
 58,435
Net cash (used in) provided by operating activitiesNet cash (used in) provided by operating activities(2,826) 20,994
Cash flows from investing activities:Cash flows from investing activities:   Cash flows from investing activities:   
Purchases of:Available for sale debt securities: Mortgage-backed(72,262) (96,867)Available for sale debt securities: Mortgage-backed(70,924) (62,109)
Available for sale debt securities: Other(10,507) (30,964)Available for sale debt securities: Other(45,000) (10,507)
Proceeds from sale of:Other investment securities available for sale9,920
 
Maturities, calls and principal payments of:Available for sale debt securities: Mortgage-backed96,521
 63,918
Available for sale debt securities: Mortgage-backed43,750
 19,718
Available for sale debt securities: Other51,135
 6,795
Available for sale debt securities: Other70,000
 10,000
Held to maturity debt securities: Mortgage-backed
 1,603
Remittance (purchases) of Federal Home Loan Bank stock1,038
 (4,008)
Purchases of Federal Home Loan Bank stockPurchases of Federal Home Loan Bank stock(2,723) (1,957)
Net increase in loansNet increase in loans(92,135) (181,853)Net increase in loans(145,740) (54,147)
Purchases of loansPurchases of loans(7,324) (1,750)Purchases of loans(51,081) (161)
Proceeds from the sale of property acquired through foreclosure or repossessionProceeds from the sale of property acquired through foreclosure or repossession
 49
Proceeds from the sale of property acquired through foreclosure or repossession1,066
 
Purchases of premises and equipmentPurchases of premises and equipment(2,768) (2,320)Purchases of premises and equipment(628) (1,655)
Purchases of bank-owned life insurance
 (5,000)
Proceeds from surrender of bank-owned life insuranceProceeds from surrender of bank-owned life insurance326
 
Proceeds from surrender of bank-owned life insurance
 326
Equity investment in real estate limited partnership(1,256) 
Net cash used in investing activitiesNet cash used in investing activities(27,312) (250,397)Net cash used in investing activities(201,280) (100,492)
Cash flows from financing activities:Cash flows from financing activities:   Cash flows from financing activities:   
Net increase in deposits62,105
 171,641
Net increase (decrease) in depositsNet increase (decrease) in deposits207,432
 (19,788)
Proceeds from Federal Home Loan Bank advancesProceeds from Federal Home Loan Bank advances1,334,000
 1,462,500
Proceeds from Federal Home Loan Bank advances879,000
 532,000
Repayment of Federal Home Loan Bank advancesRepayment of Federal Home Loan Bank advances(1,327,936) (1,425,464)Repayment of Federal Home Loan Bank advances(821,930) (426,593)
Payment of contingent consideration liability
 (1,217)
Treasury stock purchasedTreasury stock purchased(4,322) 
Net proceeds from stock option exercises and issuance of other equity awards, net of awards surrenderedNet proceeds from stock option exercises and issuance of other equity awards, net of awards surrendered(280) (714)Net proceeds from stock option exercises and issuance of other equity awards, net of awards surrendered(377) 116
Cash dividends paidCash dividends paid(25,322) (21,856)Cash dividends paid(8,883) (8,153)
Net cash provided by financing activitiesNet cash provided by financing activities42,567
 184,890
Net cash provided by financing activities250,920
 77,582
Net increase (decrease) in cash and cash equivalentsNet increase (decrease) in cash and cash equivalents52,629
 (7,072)Net increase (decrease) in cash and cash equivalents46,814
 (1,916)
Cash and cash equivalents at beginning of periodCash and cash equivalents at beginning of period93,475
 82,923
Cash and cash equivalents at beginning of period138,455
 93,475
Cash and cash equivalents at end of periodCash and cash equivalents at end of period
$146,104
 
$75,851
Cash and cash equivalents at end of period
$185,269
 
$91,559


Washington Trust Bancorp, Inc. and Subsidiaries 
Consolidated Statement of Cash Flows – continued (unaudited)
(Dollars in thousands)


Nine months ended September 30,2019
 2018
Three months ended March 31,2020
 2019
Noncash Activities:      
Loans charged off
$1,888
 
$889

$635
 
$103
Loans transferred to property acquired through foreclosure or repossession2,000
 3,074
28
 
In conjunction with the adoption of ASU 2016-02 as detailed in Note 2 to the Unaudited Consolidated Financial Statements, the following assets and liabilities were recognized:      
Operating lease right-of-use assets28,923
 

 28,923
Operating lease liabilities30,853
 

 30,853
In conjunction with the adoption of ASU 2017-12 as detailed in Note 2 to the Unaudited Consolidated Financial Statements, the following qualifying debt securities classified as held to maturity were transferred to available for sale:      
Fair value of debt securities transferred from held to maturity to available for sale10,316
 

 10,316
Supplemental Disclosures:      
Interest payments
$47,168
 
$28,596

$14,479
 
$14,082
Income tax payments14,531
 12,585
1,036
 1,136


Condensed Notes to Unaudited Consolidated Financial Statements


Note 1 - Basis of Presentation
Washington Trust Bancorp, Inc. (the “Bancorp”) is a publicly-owned registered bank holding company that has elected to be a financial holding company.  The Bancorp’s subsidiaries include The Washington Trust Company, of Westerly (the “Bank”), a Rhode Island chartered commercial bank founded in 1800, and Weston Securities Corporation (“WSC”).  Through its subsidiaries, the Bancorp offers a complete product line of financial services, including commercial, residential and consumer lending, retail and commercial deposit products, and wealth management services through its offices in Rhode Island, eastern Massachusetts and Connecticut; its automated teller machines (“ATMs”); telephone banking; mobile banking and its internet website (www.washtrust.com).Connecticut.

The Unaudited Consolidated Financial Statements include the accounts of the Bancorp and its subsidiaries (collectively the “Corporation” or “Washington Trust”).  All intercompany balances and transactions have been eliminated. Certain previously reported amounts have been reclassified to conform to current year’s presentation.

The Bancorp also owns the common stock of two capital trusts, which have issued trust preferred securities. These capital trusts are variable interest entities in which the Bancorp is not the primary beneficiary and, therefore, are not consolidated. The capital trust’s only assets are junior subordinated debentures issued by the Bancorp, which were acquired by the capital trusts using the proceeds from the issuance of the trust preferred securities and common stock. The Bancorp’s equity interest in the capital trusts, classified in other assets, and the junior subordinated debentures are included in the Unaudited Consolidated Balance Sheets. Interest expense on the junior subordinated debentures is included in the Unaudited Consolidated Statements of Income.

The accounting and reporting policies of the Corporation conform to accounting principles generally accepted in the United States of America (“GAAP”) and to general practices of the banking industry.  In preparing the financial statements, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the date of the balance sheet and revenues and expenses for the period.  Actual results could differ from those estimates.

The Unaudited Consolidated Financial Statements of the Corporation presented herein have been prepared pursuant to the rules of the Securities and Exchange Commission (“SEC”) for quarterly reports on Form 10-Q and do not include all of the information and note disclosures required by GAAP. In the opinion of management, all adjustments (consisting of normal recurring adjustments) and disclosures considered necessary for the fair presentation of the accompanying Unaudited Consolidated Financial Statements have been included. Interim results are not necessarily indicative of the results of the entire year. The accompanying Unaudited Consolidated Financial Statements should be read in conjunction with the Audited Consolidated Financial Statements and notes thereto included in the Annual Report on Form 10-K for the fiscal year ended December 31, 2018.2019.

Risks and Uncertainties
The COVID-19 pandemic has caused an unprecedented disruption to the economy and the communities we serve. In response, we are committed to working with and supporting our customers experiencing financial difficulty due to the COVID-19 pandemic, including loan payment deferrals and participation in the Small Business Administration's (“SBA’s”) Paycheck Protection Program (“PPP”). In addition, we implemented our business continuity and pandemic plans, which include remote working arrangements for the majority of our workforce, closing our branches and offering drive-through banking or special banking services by appointment only, and promoting social distancing.

The U.S. government and regulatory agencies have taken several actions to provide support to the U.S. economy. Most notably, the Coronavirus Aid, Relief and Economic Security Act (the “CARES Act”), a $2 trillion stimulus bill, was signed into law on March 27, 2020. The goal of the CARES Act is to prevent a severe economic downturn through various measures, including direct financial aid to American families and economic stimulus to significantly impacted industry sectors. The CARES Act also includes extensive emergency funding for hospitals and providers. In addition to the general impact of the COVID-19 pandemic, certain provisions of the CARES Act, as well as other recent legislative and regulatory relief efforts, are expected to have a material impact on the Corporation’s operations. Also, the actions of the Board of Governors of the Federal Reserve System (the “FRB”) to combat the economic contraction caused by the COVID-19 pandemic, including the reduction of the target federal funds rate and quantitative easing programs, could, if prolonged, adversely affect the Corporation’s net interest income and margins, and profitability. While it is not possible to know the full extent of these impacts as of the date of this filing, detailed below are potentially material items of which we are aware.

As noted above, net interest income could be reduced. Also, in accordance with regulatory guidance, Washington Trust is actively working with borrowers impacted by the COVID-19 pandemic to defer payments. While interest will


- 9-



Condensed Notes to Unaudited Consolidated Financial Statements – (continued)

continue to be recognized in accordance with GAAP, should eventual credit losses on these deferments emerge, interest income would be negatively impacted.
The provision for credit losses could increase. Continued uncertainty regarding the severity and duration of the COVID-19 pandemic and related economic effects will continue to affect the accounting for credit losses. It also is possible that asset quality could worsen, expenses associated with collection efforts could increase and loan charge-offs could increase. Washington Trust is actively participating in the SBA’s PPP, providing loans to small businesses negatively impacted by the COVID-19 pandemic. PPP loans are fully guaranteed by the U.S. government, if that should change, Washington Trust could be required to increase its allowance for credit losses through an additional provision for credit losses charged to earnings.
Noninterest income could be reduced. Uncertainty regarding COVID-19 could cause further volatility in the financial markets. A substantial portion of wealth management revenues is dependent on the value of wealth management assets under administration and is closely tied to the performance of the financial markets. COVID-19 could also cause disruption in the loan origination process. Mortgage banking revenues are dependent on mortgage origination volume and are sensitive to interest rates and the condition of housing markets.
As noted above, the Corporation implemented its business continuity and pandemic plans, which include remote working arrangements for the majority of its workforce. While there has been no material impact to the Corporation’s employees as of this report date, if COVID-19 escalates further it could also potentially create business continuity issues. The Corporation does not currently anticipate significant challenges to its ability to maintain systems and controls in light of the measures the Corporation has taken to prevent the spread of COVID-19.
Valuation and fair value measurement challenges may occur. Management performed an interim impairment assessment on goodwill as a result of changes in the macroeconomic environment resulting from the COVID-19 pandemic in the three month period ended March 31, 2020. Goodwill represents the excess of the purchase price over the net fair value of the acquired businesses.  As of March 31, 2020, the Corporation had $63.9 million in goodwill, of which $41.3 million was allocated to the Wealth Management Services reporting unit and $22.6 million was allocated to the Commercial Bankingreporting unit.  The results of the interim impairment assessment indicated that the remaining fair value significantly exceeded the carrying value for both reporting units. The COVID-19 pandemic could cause further and sustained decline in the Corporation’s stock price or the occurrence of additional valuation triggering events that could result in an impairment charge to earnings.

The extent to which the COVID-19 pandemic will continue to impact the Corporation’s business, results of operations, and financial condition, as well as regulatory capital and liquidity ratios, will depend on future developments, including the scope and duration of the pandemic and actions taken by governmental authorities and other third parties in response to the pandemic, as well as further actions the Corporation may take as may be required by government authorities or that the Corporation determines is in the best interests of its employees and customers. There is no certainty that such measures will be sufficient to mitigate the risks posed by the pandemic.

Note 2 - Recently Issued Accounting Pronouncements
Accounting Standards Adopted in 2019
Leases - Topic 842
Accounting Standards Update No. 2016-02, “Leases” (“ASU 2016-02”), was issued in February 2016 and provides revised guidance related to the accounting and reporting of leases. ASU 2016-02 requires lessees to recognize most leases on the balance sheet. The recognition, measurement and presentation of expenses and cash flows arising from a lease by a lessee depends on its classification as a finance or operating lease. ASU 2016-02 requires a modified retrospective transition, with a package of practical expedients that entities may elect to apply. In January 2018, Accounting Standards Update No. 2018-01, “Leases (Topic 842): Land Easement Practical Expedient for Transition to Topic 842” was issued to address concerns about the costs and complexity of complying with the transition provisions of ASU 2016-02. In July 2018, Accounting Standards Update No. 2018-10, “Codification Improvements to Topic 842, Leases” was issued to provide more detailed guidance and additional clarification for implementing ASU 2016-02. Also in July 2018, Accounting Standards Update No. 2018-11, “Targeted Improvements” (“ASU 2018-11”) was issued and allows for an optional transition method in which the provisions of Topic 842 would be applied upon the adoption date and would not have to be retroactively applied to the earliest reporting period presented in the consolidated financial statements. The Corporation used this optional transition method for the adoption of Topic 842. In December 2018, Accounting Standards Update No. 2018-20, “Leases (Topic 842) Narrow-Scope Improvement for Lessors” was issued to address lessors’ concerns about sales taxes and other similar taxes collected from lessees, certain lessor costs, and recognition of variable payments for contracts with lease and non-lease components. These ASUs were effective for annual periods, and interim periods within those annual periods, beginning after December 15, 2018.



- 10-



Condensed Notes to Unaudited Consolidated Financial Statements – (continued)

Management assembled a project team to address the changes pursuant to Topic 842. The project team identified and reviewed all lease agreements in scope of Topic 842. The Corporation rents premises used in business operations under non-cancelable operating leases, which as of December 31, 2018 were not reflected in its Consolidated Balance Sheets. The Corporation has no finance leases.

The Corporation adopted Topic 842 “Leases” effective January 1, 2019 and has applied the guidance to all operating leases within the scope of Topic 842 at that date. The Corporation elected to adopt the package of practical expedients, which among other things, does not require reassessment of lease classification. The Corporation recognized $28.9 million in operating lease right-of-use-assets, $30.9 million in operating lease liabilities, a reduction in rent-related liabilities of $2.9 million, a reduction of net deferred tax assets of $222 thousand and a cumulative effect adjustment (net of taxes) that increased beginning retained earnings by $722 thousand in the Consolidated Balance Sheets. The cumulative effect adjustment represented the recognition of unamortized deferred gains associated with two leases. There was no change to the timing in recognition of operating lease rent expense on the Corporation’s consolidated financial statements associated with our leases.

In March 2019, Accounting Standards Update No. 2019-01, “Leases (Topic 842) Codification Improvements” (“ASU 2019-01”) was issued to address lessors’ concerns about determining fair value of underlying leased assets and presentation issues in the statement of cash flows for sales-type and direct financing leases. ASU 2019-01 also clarified for both lessees and lessors that transition disclosures related to Topic 250 were not required for annual periods are also not required for interim periods. ASU 2019-01 was effective for annual periods, and interim periods within those annual periods, beginning after December 15, 2019, with early adoption permitted. The Corporation early adopted this ASU 2019-01 effective January 1, 2019 and it did not have a material impact on the Corporation’s consolidated financial statements.

Derivatives and Hedging - Topic 815
Accounting Standards Update No. 2017-12, “Targeted Improvements to Accounting for Hedging Activities” (“ASU 2017-12”), was issued in August 2017 to better align financial reporting for hedging activities with the economic objectives of those activities. ASU 2017-12 was effective for fiscal years beginning after December 15, 2018, with early adoption, including adoption in an interim period, permitted. In addition, ASU 2017-12 also permitted the reclassification of eligible securities from the held to maturity classification to the available for sale classification. The Corporation adopted the provisions of ASU 2017-12 on January 1, 2019 using a modified retrospective transition method. As permitted by ASU 2017-12, qualifying debt securities classified as held to maturity with an amortized cost of $10.4 million and a fair value of $10.3 million were reclassified to available for sale upon the adoption date. An unrealized loss of $75 thousand (net of taxes) was recognized in the accumulated other comprehensive income component of shareholders’ equity at the date of adoption. The adoption of ASU 2017-12 did not have a material impact on the Corporation’s consolidated financial statements.

Accounting Standards Update No. 2018-16, “Inclusion of the Secured Overnight Financing Rate (SOFR) Overnight Index Swap (OIS) Rate as a Benchmark Interest Rate for Hedge Accounting Purposes” (“ASU 2018-16”), was issued in October 2018 to permit the use of the Overnight Index Swap rate based on the Secured Overnight Financing Rate as a U.S. benchmark interest rate for hedge accounting purposes under Topic 815 in addition to existing benchmark interest rates that are currently used for hedge accounting. ASU 2018-16 was effective for fiscal years beginning after December 15, 2018, and interim periods with those fiscal years. The provisions required prospective application for qualifying new or re-designated hedging relationships entered into on or after the date of adoption. The Corporation adopted the provisions of ASU 2018-16 on January 1, 2019 and it did not have a material impact on the Corporation’s consolidated financial statements.

Accounting Standards Pending Adoption
Financial Instruments - Credit Losses - Topic 3262020
Accounting Standards Update No. 2016-13, “Financial Instruments - Credit Losses” (“ASU 2016-13”), was issued in June 2016. ASU 2016-13 requires the measurement of all expected lifetime credit losses for financial assets measured at amortized cost, as well as unfunded commitments that are considered off-balance sheet credit exposures at the reporting date. The measurement is based on historical experience, current conditions, and reasonable and supportable forecasts and requires enhanced disclosures related to the significant estimates and judgments used in estimating credit losses, as well as the credit quality and underwriting standards of an organization’s portfolio. In addition, ASU 2016-13 amends the accounting for credit losses on available for sale debt securities and purchased financial assets with credit deterioration. For available for sale debt securities with unrealized losses, Topic 326 requires credit losses to be recognized as an allowance rather than a reduction in the amortized cost of the securities. As a result, improvements to estimated credit losses are recognized immediately in earnings rather than as interest income over time. ASU 2016-13 provides for a modified retrospective transition, resulting in a cumulative-effect adjustment to equity as of the beginning of the period in which the guidance is effective, except for debt securities for which an other-than-temporary impairment has previously been recognized. For these debt securities, a prospective transition approach will be adopted in order to maintain the same amortized cost prior to and subsequent to the effective date of ASU 2016-13.effective. This ASU iswas effective for annual periods, and interim periods within those annual periods, beginning after December 15, 2019. The Corporation adopted ASU 2016-13, including the subsequent ASUs issued to clarify Topic 326 (“Topic 326”), on January 1, 2020.

The Corporation assembled a cross-functional project team that met regularly to address the additional data requirements, to determine the approach for implementation and to identify new internal controls over enhanced accounting processes for


- 11-10-



Condensed Notes to Unaudited Consolidated Financial Statements – (continued)

Corporation will adopt ASU 2016-13 on January 1, 2020 and continues to evaluate the effect that this ASU will have on the consolidated financial statements and disclosures.

In April 2019, Accounting Standards Update No. 2019-04, “Codification Improvements to Topic 326 Financial Instruments - Credit Losses, Topic 815, Derivatives and Hedging, and Topic 825, Financial Instruments” (“ASU 2019-04”) was issued to provide additional clarification on the scope and disclosure requirements of Topic 326. ASU 2019-04 includes provisions related to accounting policy elections that can be made by the entity related to accrued interest receivable and expected prepayments on financial assets, the inclusion of recoveries in estimating the allowance for credit losses (“ACL”) and consideration of contract extension and renewals when determining the contractual term.. This ASU also provides clarification on the tabular vintage disclosures related to line-of-credit arrangements that convert term loans. In May 2019, Accounting Standards Update No. 2019-05, “Financial Instruments - Credit Losses (Topic 326); Targeted Transition Relief” (“ASU 2019-05”) was issued to allow an entity to make an irrevocable fair value option election on instruments within the scope of Topic 326 that are measured at amortized cost, except for held to maturity debt securities. This election can be applied on an instrument-by-instrument basis upon the adoption of Topic 326. The effective dates of ASU 2019-04 and ASU 2019-05 are the same as the effective date of ASU 2016-13.

To prepare for the adoption of ASU 2016-13 and related updates, the Corporation assembled a cross-functional project team that meets regularly to address the additional data requirements necessary, to determine the approach for implementation and to identify new internal controls over enhanced accounting processes that will be put into place for estimating the ACL. This has included assessing the adequacy of existing loan and loss data, as well as validatingassessing models for default and loss estimates. The Corporation has substantially completed the development of its Topic 326 compliant methodology. The new methodology will include models that contain additional assumptions used to calculate credit losses over the estimated life of financial assets and off-balance sheet credit exposures and will include the impact of forecasted economic conditions. For available for sale debt securities with unrealized losses, credit losses will be recognized as an allowance rather than a reduction in the amortized cost of the securities. As a result, improvements to estimated credit losses will be recognized immediately in earnings rather than as interest income over time. Based on the credit quality of our existing available for sale debt securities portfolio, the Corporation does not expect the adoption of ASU 2016-13, as it relates to debt securities, to be significant.

The project team continues to review the output fromestimates, conducting limited “trial” runs and isanalytical reviews through December 31, 2019, and completing independent model validation and documentation of ACL processes and controls in the processfirst quarter of assessing qualitative factors. The Corporation is also updating its accounting processes and policies and internal controls associated2020.

In accordance with the Topic 326, compliant methodology.the Corporation has updated its ACL accounting policies. Required policy disclosures are provided in Notes 4, 5, 6 and 18.

Upon adoption of Topic 326 on January 1, 2020, the ACL for loans (a contra-asset) increased by $6.5 million and the ACL for unfunded commitments (a liability) increased by $1.5 million, as compared to December 31, 2019. The increases in the ACL on loans and unfunded commitments upon adoption resulted in a one-time cumulative-effect adjustment that decreased retained earnings by $6.1 million, net of deferred tax balances of $1.9 million.

The Corporation plans to finalize itshas elected the five-year phase-in option, provided by regulatory guidance issued by the Federal Deposit Insurance Corporation (“FDIC”) in March 2020, which delays the estimated impact of Topic 326 compliant methodology, accounting policieson regulatory capital for the first two years and internal controls in the fourth quarter of 2019. Upon adoption, an increase to the ACL will be recorded with a corresponding one-time cumulative-effect adjustment to retained earnings. The FDIC approved a final rule that provides banking organizations the option to phasethen phases it in over a three-year period the day-one adverse effectsbeginning in 2022. See Note 8 for additional disclosure on regulatory capital that may result from the adoption of the new accounting standard. The Corporation is planning on adopting the capital transition relief over the permissible three-year period.capital.

Fair Value Measurement - Topic 820
Accounting Standards Update No. 2018-13, “Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement” (“ASU 2018-13”), was issued in August 2018 to modify the disclosure requirements related to fair value. ASU 2018-13 iswas effective for fiscal years beginning after December 15, 2019, with early adoption permitted, including adoption in an interim period.2019. Certain provisions under ASU 2018-13 requirerequired prospective application, while other provisions requirerequired retrospective application to all periods presented in the consolidated financial statements upon adoption. The adoptionCorporation adopted the provisions of ASU 2018-13 iseffective January 1, 2020 and the adoption did not expected to have a material impact on the Corporation’s consolidated financial statements.

Intangibles - Goodwill and Other - Internal-Use Software - Topic 350
Accounting Standards Update No. 2018-15, “Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement that is a Service Contract” (“ASU 2018-15”), was issued in August 2018 to align the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with those requirements that currently exist in GAAP for capitalizing implementation costs incurred to develop or obtain internal-use software. Implementation costs would either be capitalized or expensed as incurred depending on the project stage. All costs in the preliminary and post-implementation project stages are expensed as incurred, while certain costs within the application development stage are capitalized. ASU 2018-15 was effective for fiscal years beginning after December 15, 2019. Effective January 1, 2020, the Corporation adopted the provision of ASU 2018-15 prospectively, as permitted, and the adoption did not have a material impact on the Corporation’s consolidated financial statements.

Accounting Standards Pending Adoption
Compensation - Retirement Benefits - Topic 715
Accounting Standards Update No. 2018-14, “Disclosure Framework - Changes to the Disclosure Requirements for Defined Benefit Plans” (“ASU 2018-14”), was issued in August 2018 to modify the disclosure requirements associated with defined benefit pension plans and other postretirement plans. ASU 2018-14 is effective for fiscal years ending after December 15, 2020, with early adoption permitted. The provisions under ASU 2018-14 are required to be applied retrospectively. The adoption of ASU 2018-14 is not expected to have a material impact on the Corporation’s consolidated financial statements.

Intangibles - Goodwill and Other - Internal-Use SoftwareIncome Taxes - Topic 350745
Accounting Standards Update No. 2018-15, “Customer’s2019-12, “Income Taxes (Topic 740) - Simplifying the Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement that is a Service Contract”Income Taxes” (“ASU 2018-15”2019-12”), was issued in August 2018December 2019 to alignsimplify the requirementsaccounting for capitalizingincome taxes. ASU 2019-12 is effective for fiscal years beginning after December 15, 2020, with early adoption permitted. Certain provisions under ASU 2019-12 require prospective application, some require modified retrospective application through a cumulative-effect adjustment to retained earnings as of the beginning of the year of adoption, while other provisions require retrospective application to all periods presented in the consolidated financial statements upon adoption. The adoption of ASU 2019-12 is not expected to have a material impact on the Corporation’s consolidated financial statements.



- 12-11-



Condensed Notes to Unaudited Consolidated Financial Statements – (continued)

implementation costs incurredReference Rate Reform - Topic 848
Accounting Standards Update No. 2020-04, “Reference Rate Reform (Topic 848) - Facilitation of the Effects of Reference Rate Reform on Financial Reporting” (“ASU 2020-04”), was issued in a hosting arrangementMarch 2020 to ease the potential burden in accounting for recognizing the effects of reference rate reform on financial reporting. Such challenges include the accounting and operational implications for contract modifications and hedge accounting. The provisions in ASU 2020-04 provide optional expedients and exceptions for applying GAAP to loan and lease agreements, contracts, hedging relationships, and other transactions affected by reference rate reform. These provisions apply to contract modifications that is a service contract with those requirementsreference LIBOR or another reference rate expected to be discounted because of reference rate reform. Qualifying modifications of loan agreements should be accounted for by prospectively adjusting the effective interest rate and the modification would be considered "minor" so that currently exist in GAAP for capitalizing implementation costs incurred to develop or obtain internal-use software. Implementationany existing unamortized deferred loan origination fees and costs would eithercarry forward and continue to be capitalizedamortized. Qualifying modifications of lease agreements should be accounted for as a continuation of the existing agreement with no reassessments of the lease classification and the discount rate or expensedremeasurements of lease payments that otherwise would be required for modifications not accounted for as incurred depending onseparate contracts. ASU 2020-04 also provides numerous optional expedients for hedge accounting.

ASU 2020-04 is effective as of March 12, 2020 through December 31, 2022, with adoption permitted as of any date from the project stage. All costs inbeginning of an interim period that includes or is subsequent to March 12, 2020, or prospectively from a date within an interim period that includes or is subsequent to March 12, 2020, up to the preliminary and post-implementation project stagesdate that the financial statements are expensed as incurred, while certain costs withinavailable to be issued. Once elected, the application development stage are capitalized. The provisions under ASU 2018-15 can eitheramendments must be applied retrospectively or prospectively.prospectively for all eligible contract modifications. The Corporation is currently evaluating the effect that this ASU 2018-15 is effective for fiscal years beginning after December 15, 2019, with early adoption permitted, including adoption in an interim period. The adoption of ASU 2018-15 is not expected towill have a material impact on the Corporation’s consolidated financial statements.

Note 3 - Cash and Due from Banks
The Bank maintains certain average reserve balances to meet the requirements of the Board of Governors of the Federal Reserve System (the “FRB”).FRB.  Some or all of these reserve requirements may be satisfied with vault cash. Effective March 26, 2020, the FRB reduced the reserve requirement ratios to zero percent to eliminate the need for depository institutions, such as the Bank, to maintain balances in accounts at the FRB to satisfy reserve requirements. Reserve balances amounted to $27.6 million at September 30, 2019 and $21.6 million at At December 31, 20182019, the reserve balance was $27.9 million and werewas included in cash and due from banks in the Unaudited Consolidated Balance Sheets.

As of September 30, 2019March 31, 2020 and December 31, 20182019, cash and due from banks includedincludes interest-bearing deposits in other banks of $81.9136.8 million and $33.783.4 million, respectively. See Note 9 for additional disclosure regarding cash collateral pledged to derivative counterparties.

Note 4 - Securities
Adoption of Topic 326
Effective January 1, 2020, the Corporation adopted the provisions of Topic 326 using the modified retrospective method. Therefore, prior period comparative information has not been adjusted and continues to be reported under GAAP in effect prior to the adoption of Topic 326. There was no ACL on available for sale debt securities recognized upon the adoption of Topic 326.

Accounting Policy Updates
Effective January 1, 2020, the Corporation has modified its accounting policy for the assessment of available for sale debt securities for impairment. The updated policy is detailed below.

The Corporation has made an accounting policy election to exclude accrued interest from the amortized cost basis of debt securities and reports accrued interest separately in other assets in the Unaudited Consolidated Balance Sheets. The Corporation also excludes accrued interest from the estimate of credit losses. Accrued interest receivable on available for sale debt securities totaled $2.8 million and $2.9 million, respectively, as of March 31, 2020 and December 31, 2019.

A debt security is placed on nonaccrual status at the time any principal or interest payments become more than 90 days delinquent or if full collection of interest or principal becomes uncertain. Accrued interest for a debt security placed on nonaccrual is reversed against interest income. There were no debt securities on nonaccrual status and therefore there was no accrued interest related to debt securities reversed against interest income for the three months ended March 31, 2020 and 2019.

For available for sale debt securities in an unrealized loss position, management first assesses whether the Corporation intends to sell, or if it is likely that the Corporation will be required to sell the security before recovery of its amortized cost basis. If either of the criteria regarding intent or requirement to sell is met, the security’s amortized cost basis is written down to fair value through a provision for credit losses charge to earnings. For debt securities available for sale that do not meet either these criteria, management evaluates whether the decline in fair value has resulted from credit losses or other factors. In making this


- 12-



Condensed Notes to Unaudited Consolidated Financial Statements – (continued)

assessment, management considers both quantitative and qualitative factors.

A substantial portion of available for sale debt securities held by the Corporation are obligations issued by U.S. government agency and U.S. government-sponsored enterprises, including mortgage-backed securities. These securities are either explicitly or implicitly guaranteed by the U.S. government, are highly rated by major credit rating agencies and have a long history of no credit losses. For these securities, management takes into consideration the long history of no credit losses and other factors to assess the risk of nonpayment even if the U.S. government were to default. As such, the Corporation has elected the practical expedient of a zero loss estimate due to credit for these securities. For available for sale debt securities that are not guaranteed by U.S. government agencies and U.S. government-sponsored enterprises, such as individual name issuer trust preferred debt securities and corporate bonds, management utilizes a third party credit modeling tool based on observable market data, which assists management in identifying any potential credit risk associated with its available for sale debt securities. This model estimates probability of default, loss given default and exposure at default for each security. In addition, qualitative factors are also considered, including the extent to which fair value is less than amortized cost, changes to the credit rating of the security by a rating agency, and adverse conditions specifically related to the security, among other factors. If a credit loss exists based on the results of this assessment, an ACL (contra asset) is recorded, limited by the amount that the fair value is less than the amortized cost basis. Any impairment that has not been recorded through an ACL is considered market-related and is recognized in other comprehensive income, net of taxes.

Changes in the ACL on available for sale debt securities are recorded as provision for (or reversal of) credit losses. Losses are charged against the ACL when management believes the uncollectibility of an available for sale debt security is confirmed or when either of the criteria regarding intent or requirement to sell is met.

Available for Sale Debt Securities
The following tables presenttable presents the amortized cost, gross unrealized holding gains, gross unrealized holding losses, ACL on securities and fair value of securities by major security type and class of security:
(Dollars in thousands) 
March 31, 2020Amortized Cost Unrealized Gains Unrealized Losses Allowance for Credit Losses Fair Value
Available for Sale Debt Securities:         
Obligations of U.S. government-sponsored enterprises
$132,262
 
$1,408
 
($169) 
$—
 
$133,501
Mortgage-backed securities issued by U.S. government agencies and U.S. government-sponsored enterprises739,701
 24,689
 (46) 
 764,344
Individual name issuer trust preferred debt securities13,328
 
 (2,232) 
 11,096
Corporate bonds11,144
 
 (2,693) 
 8,451
Total available for sale debt securities
$896,435
 
$26,097
 
($5,140) 
$—
 
$917,392
Total securities
$896,435
 
$26,097
 
($5,140) 
$—
 
$917,392

The following table presents the amortized cost, gross unrealized holding gains, gross unrealized holding losses and fair value of securities by major security type and class of security:
(Dollars in thousands) 
December 31, 2019Amortized Cost Unrealized Gains Unrealized Losses Fair Value
Available for Sale Debt Securities:       
Obligations of U.S. government-sponsored enterprises
$157,255
 
$626
 
($233) 
$157,648
Mortgage-backed securities issued by U.S. government agencies and U.S. government-sponsored enterprises713,553
 8,491
 (2,964) 719,080
Individual name issuer trust preferred debt securities13,324
 
 (745) 12,579
Corporate bonds11,141
 
 (958) 10,183
Total available for sale debt securities
$895,273
 
$9,117
 
($4,900) 
$899,490
Total securities
$895,273
 
$9,117
 
($4,900) 
$899,490
(Dollars in thousands) 
September 30, 2019Amortized Cost Unrealized Gains Unrealized Losses Fair Value
Available for Sale Debt Securities:       
Obligations of U.S. government-sponsored enterprises
$196,734
 
$927
 
($337) 
$197,324
Mortgage-backed securities issued by U.S. government agencies and U.S. government-sponsored enterprises659,096
 8,614
 (2,805) 664,905
Individual name issuer trust preferred debt securities13,320
 
 (899) 12,421
Corporate bonds13,715
 32
 (1,377) 12,370
Total available for sale debt securities
$882,865
 
$9,573
 
($5,418) 
$887,020
Total securities
$882,865
 
$9,573
 
($5,418) 
$887,020




- 13-



Condensed Notes to Unaudited Consolidated Financial Statements – (continued)

(Dollars in thousands) 
December 31, 2018Amortized Cost Unrealized Gains Unrealized Losses Fair Value
Available for Sale Debt Securities:       
Obligations of U.S. government-sponsored enterprises
$246,708
 
$442
 
($4,467) 
$242,683
Mortgage-backed securities issued by U.S. government agencies and U.S. government-sponsored enterprises675,368
 1,943
 (16,518) 660,793
Obligations of states and political subdivisions935
 2
 
 937
Individual name issuer trust preferred debt securities13,307
 
 (1,535) 11,772
Corporate bonds13,402
 
 (1,777) 11,625
Total available for sale debt securities
$949,720
 
$2,387
 
($24,297) 
$927,810
Held to Maturity Debt Securities:       
Mortgage-backed securities issued by U.S. government agencies and U.S. government-sponsored enterprises
$10,415
 
$—
 
($99) 
$10,316
Total held to maturity debt securities
$10,415
 
$—
 
($99) 
$10,316
Total securities
$960,135
 
$2,387
 
($24,396) 
$938,126


As discussed in Note 2, on January 1, 2019, the Corporation adopted ASU 2017-12. As permitted by ASU 2017-12, qualifying debt securities classified as held to maturity with an amortized cost of $10.4 million and a fair value of $10.3 million were reclassified to available for sale upon the adoption date. An unrealized loss of $75 thousand (net of taxes) was recognized in the accumulated other comprehensive income component of shareholders’ equity at the date of adoption.

As of September 30, 2019March 31, 2020 and December 31, 2018,2019, debt securities with a fair value of $435.3$400.0 million and $439.7$431.9 million, respectively, were pledged as collateral for FHLB borrowings, potential borrowings with the FRB, certain public deposits and for other purposes. See Note 7 for additional disclosure on FHLB borrowings.

The schedule of maturities of available for sale debt securities is presented below. Mortgage-backed securities are included based on weighted average maturities, adjusted for anticipated prepayments.  All other debt securities are included based on contractual maturities.  Actual maturities may differ from amounts presented because certain issuers have the right to call or prepay obligations with or without call or prepayment penalties.
(Dollars in thousands)Available for SaleAvailable for Sale
September 30, 2019Amortized Cost Fair Value
March 31, 2020Amortized Cost Fair Value
Due in one year or less
$105,671
 
$106,401

$110,903
 
$114,238
Due after one year to five years340,179
 342,582
339,369
 349,303
Due after five years to ten years289,520
 290,083
269,847
 273,824
Due after ten years147,495
 147,954
176,316
 180,027
Total debt securities
$882,865
 
$887,020

$896,435
 
$917,392

Included in the above table are debt securities with an amortized cost balance of $222.5$155.4 million and a fair value of $220.8$151.7 million at September 30, 2019March 31, 2020 that are callable at the discretion of the issuers.  Final maturities of the callable securities range from 3 months1 month to 17 years, with call features ranging from 1 month to 32 years.

Other-Than-TemporaryAssessment of Available for Sale Debt Securities for Impairment Assessment
Management assesses whether the decline in fair value of investment securities is other-than-temporary on a regular basis. Unrealized losses on debt securities may occur from current market conditions, increases in interest rates since the time of purchase, a structural change in an investment, volatilityvolatility of earnings of a specific issuer, or deterioration in credit quality of the issuer.  Management evaluates impairments in value both qualitativelyqualitative and quantitativelyquantitative factors to assess whether they are other-than-temporary.an impairment exists. For the accounting policy on the assessment of available for sale debt securities for impairment that was in effect prior to the adoption of Topic 326, see Note 1 to our Annual Report on Form 10-K for the fiscal year ended December 31, 2019.

The following table summarizes available for sale debt securities in an unrealized loss position for which an allowance for credit losses on securities has not been recorded at March 31, 2020, segregated by length of time the securities have been in a continuous unrealized loss position:
(Dollars in thousands)Less than 12 Months 12 Months or Longer Total
March 31, 2020# Fair
Value
Unrealized
Losses
 #
 
Fair
Value
Unrealized
Losses
 #
 
Fair
Value
Unrealized
Losses
Obligations of U.S. government-sponsored enterprises1
 
$24,831

($169) 
 
$—

$—
 1
 
$24,831

($169)
Mortgage-backed securities issued by U.S. government agencies and U.S. government-sponsored enterprises4
 12,178
(46) 
 

 4
 12,178
(46)
Individual name issuer trust preferred debt securities
 

 5
 11,096
(2,232) 5
 11,096
(2,232)
Corporate bonds
 

 3
 8,451
(2,693) 3
 8,451
(2,693)
Total5
 
$37,009

($215) 8
 
$19,547

($4,925) 13
 
$56,556

($5,140)



- 14-



Condensed Notes to Unaudited Consolidated Financial Statements – (continued)

The following tables summarize temporarily impaired securities, segregated by length of time the securities have been in a continuous unrealized loss position:
(Dollars in thousands)Less than 12 Months 12 Months or Longer Total
September 30, 2019# Fair
Value
Unrealized
Losses
 #
 
Fair
Value
Unrealized
Losses
 #
 
Fair
Value
Unrealized
Losses
Obligations of U.S. government-sponsored enterprises3
 
$20,331

($169) 4
 
$50,832

($168) 7
 
$71,163

($337)
Mortgage-backed securities issued by U.S. government agencies and U.S. government-sponsored enterprises2
 692
(1) 25
 239,550
(2,804) 27
 240,242
(2,805)
Individual name issuer trust preferred debt securities
 

 5
 12,421
(899) 5
 12,421
(899)
Corporate bonds
 

 3
 10,425
(1,377) 3
 10,425
(1,377)
Total temporarily impaired securities5
 
$21,023

($170) 37
 
$313,228

($5,248) 42
 
$334,251

($5,418)


(Dollars in thousands)Less than 12 Months 12 Months or Longer TotalLess than 12 Months 12 Months or Longer Total
December 31, 2018#
 
Fair
Value
Unrealized
Losses
 #
 
Fair
Value
Unrealized
Losses
 #
 
Fair
Value
Unrealized
Losses
December 31, 2019#
 
Fair
Value
Unrealized
Losses
 #
 
Fair
Value
Unrealized
Losses
 #
 
Fair
Value
Unrealized
Losses
Obligations of U.S. government-sponsored enterprises
 
$—

$—
 16
 
$157,032

($4,467) 16
 
$157,032

($4,467)3
 
$20,364

($136) 3
 
$49,902

($97) 6
 
$70,266

($233)
Mortgage-backed securities issued by U.S. government agencies and U.S. government-sponsored enterprises10
 47,060
(439) 51
 438,701
(16,178) 61
 485,761
(16,617)4
 41,150
(56) 23
 216,804
(2,908) 27
 257,954
(2,964)
Individual name issuer trust preferred debt securities
 

 5
 11,772
(1,535) 5
 11,772
(1,535)
 

 5
 12,579
(745) 5
 12,579
(745)
Corporate bonds3
 1,198
(9) 5
 10,427
(1,768) 8
 11,625
(1,777)
 

 3
 10,183
(958) 3
 10,183
(958)
Total temporarily impaired securities13
 
$48,258

($448) 77
 
$617,932

($23,948) 90
 
$666,190

($24,396)
Total7
 
$61,514

($192) 34
 
$289,468

($4,708) 41
 
$350,982

($4,900)

Further deterioration in credit quality of the underlying issuers of the securities, deterioration in the condition of the financial services industry, worsening of the current economic environment, or additional declines in real estate values, among other things, may further affect the fair value of these securities and increase the potential that certain unrealized losses be designated as other-than-temporary in future periods,credit losses, and the Corporation may incur write-downs.

Obligations of U.S. Government Agency and U.S. Government-Sponsored Enterprise Securities, including Mortgage-Backed Securities
The gross unrealized losses on U.S. government agency and U.S. government-sponsored debt securities, including mortgage-backed securities, were primarily attributable to relative changes in interest rates since the time of purchase. The contractual cash flows for these securities are guaranteed by U.S. government agencies and U.S. government-sponsored enterprises. The issuers of these securities continue to make timely principal and interest payments and none of these securities were past due at March 31, 2020. Management believes that the unrealized losses on these debt security holdings are a function of changes in investment spreads and interest rate movements and not changes in credit quality. Management expects to recover the entire amortized cost basis of these securities. Furthermore, the Corporation does not intend to sell these securities and it is not more-likely-than-notlikely that the Corporation will not be required to sell these securities before recovery of their cost basis, which may be maturity. Therefore, management does not consider these investments to be other-than-temporarily impairedno allowance for credits losses on securities was recorded at September 30, 2019.March 31, 2020.

Individual Name Issuer Trust Preferred Debt Securities
Included in debt securities in an unrealized loss position at September 30, 2019March 31, 2020 were 5 trust preferred securities issued by 4 individual companies in the banking sector.  Management believes the unrealized losses on these debt security holdings are primarily attributable to changes in the investment spreads and interest rates and not changes in the credit quality of the issuers of the debt securities.  Based on the information available through the filing date of this report, all individual name issuer trust preferred debt securities held in our portfolio continue to accrue interest and make payments as expected with no payment deferrals or defaults on the part of the issuers.  As of September 30, 2019,March 31, 2020, individual name issuer trust preferred debt securities with an amortized cost of $6.12.0 million and unrealized losses of $458421 thousand were rated below investment grade by Standard & Poors, Inc. (“S&P”).  Management reviewed the collectibility of these securities taking into consideration such factors as the


- 15-



Condensed Notes to Unaudited Consolidated Financial Statements – (continued)

financial condition of the issuers, reported regulatory capital ratios of the issuers, credit ratings, including ratings in effect as of the reporting period date as well as credit rating changes between the reporting period date and the filing date of this report, and other information.  We noted no additional downgrades to below investment grade between September 30, 2019March 31, 2020 and the filing date of this report.  Based on this review, management concluded that it expects to recover the entire amortized cost basis of these securities.  Furthermore, the Corporation does not intend to sell these securities and it is not more-likely-than-notlikely that the Corporation will not be required to sell these securities before recovery of their cost basis, which may be maturity.  Therefore, management does not consider these investments to be other-than-temporarily impairedno allowance for credit losses on securities was recorded at September 30, 2019.March 31, 2020.

Corporate Bonds
At September 30, 2019,March 31, 2020, the Corporation had 3 corporate bond holdings with unrealized losses totaling $1.4$2.7 million. These investment grade corporate bonds were issued by large corporations primarily in the financial services industry. The issuers of these securities continue to make timely principal and interest payments and none of these securities were past due at March 31, 2020.
Management reviewed the collectibility of these securities taking into consideration such factors as the financial condition of the issuers, reported regulatory capital ratios of the issuers, credit ratings, including ratings in effect as of the reporting period


- 15-



Condensed Notes to Unaudited Consolidated Financial Statements – (continued)

date as well as credit rating changes between the reporting period date and the filing date of this report, and other information. Management believes the unrealized losses on these bonds are primarily attributable to changes in the investment spreads and interest rates and not changes in the credit quality of the issuers of the debt securities. Management expects to recover the entire amortized cost basis of these securities. Furthermore, the Corporation does not intend to sell these securities and it is not more-likely-than-notlikely that the Corporation will not be required to sell these securities before recovery of their cost basis, which may be maturity.  Therefore, management does not consider these investments to be other-than-temporarily impairedno allowance for credit losses was recorded at September 30, 2019.

The following table summarizes amounts relating to sales of securities:March 31, 2020.
(Dollars in thousands)Three Months Nine Months
For the periods ended September 30,2019 2018 2019 2018
Proceeds from sales
$—
 
$—
 
$9,920
 
$—
        
Gross realized gains
$—
 
$—
 
$—
 
$—
Gross realized losses
 
 (80) 
Net realized losses on securities
$—
 
$—
 
($80) 
$—





- 16-



Condensed Notes to Unaudited Consolidated Financial Statements – (continued)

Note 5 - Loans
The following is a summary of loans:
(Dollars in thousands)September 30,
2019
December 31, 2018March 31,
2020
December 31, 2019
Commercial:  
Commercial real estate (1)
$1,517,320

$1,392,408

$1,618,020

$1,547,572
Commercial & industrial (2)566,426
620,704
655,157
585,289
Total commercial2,083,746
2,013,112
2,273,177
2,132,861
Residential Real Estate:  
Residential real estate (3)1,378,518
1,360,387
1,510,472
1,449,090
Consumer:  
Home equity294,250
280,626
287,134
290,874
Other (4)21,592
26,235
19,613
20,174
Total consumer315,842
306,861
306,747
311,048
Total loans (5)
$3,778,106

$3,680,360

$4,090,396

$3,892,999
(1)
ConsistsCommercial real estate (“CRE”) consists of commercial mortgages primarily secured by income-producing property, as well as construction and development loans. Construction and development loans are made to businesses for land development or the on-site construction of industrial, commercial, or residential buildings.
(2)
ConsistsCommercial and industrial (“C&I”) consists of loans to businesses and individuals, a substantial portion of which are fully or partially collateralized by real estate.
(3)
ConsistsResidential real estate consists of mortgage and homeowner construction loans secured by one- to four-family residential properties.
(4)
ConsistsOther consists of loans to individuals secured by general aviation aircraft and other personal installment loans.
(5)Includes net unamortized loan origination costs of $5.7$5.2 million and $4.7$5.3 million, respectively, at September 30, 2019March 31, 2020 and December 31, 20182019 and net unamortized premiums on purchased loans of $575$724 thousand and $703$995 thousand, respectively, at September 30, 2019March 31, 2020 and December 31, 2018.2019.

As of both September 30, 2019March 31, 2020 and December 31, 20182019, loans amounting to $2.0$2.2 billion and $2.1 billion, respectively, were pledged as collateral to the FHLB under a blanket pledge agreement and to the FRB for the discount window. See Note 7 for additional disclosure regarding borrowings.

Concentrations of Credit Risk
A significant portion of our loan portfolio is concentrated among borrowers in southern New England and a substantial portion of the portfolio is collateralized by real estate in this area. The ability of single family residential and consumer borrowers to honor their repayment commitments is generally dependent on the level of overall economic activity within the market area and real estate values. The ability of commercial borrowers to honor their repayment commitments is dependent on the general economy as well as the health of the real estate economic sector in the Corporation’s market area.



- 16-



Condensed Notes to Unaudited Consolidated Financial Statements – (continued)

Past Due Loans
Past due status is based on the contractual payment terms of the loan. The following tables present an age analysis of past due loans, segregated by class of loans:
(Dollars in thousands)Days Past Due      
September 30, 201930-59 60-89 Over 90 Total Past Due Current Total Loans
Commercial:           
Commercial real estate
$—
 
$—
 
$684
 
$684
 
$1,516,636
 
$1,517,320
Commercial & industrial1
 
 
 1
 566,425
 566,426
Total commercial1
 
 684
 685
 2,083,061
 2,083,746
Residential Real Estate:           
Residential real estate4,333
 2,506
 4,760
 11,599
 1,366,919
 1,378,518
Consumer:           
Home equity744
 417
 812
 1,973
 292,277
 294,250
Other11
 
 88
 99
 21,493
 21,592
Total consumer755
 417
 900
 2,072
 313,770
 315,842
Total loans
$5,089
 
$2,923
 
$6,344
 
$14,356
 
$3,763,750
 
$3,778,106

(Dollars in thousands)Days Past Due      
March 31, 202030-59 60-89 Over 90 Total Past Due Current Total Loans
Commercial:           
Commercial real estate
$825
 
$—
 
$450
 
$1,275
 
$1,616,745
 
$1,618,020
Commercial & industrial20
 
 290
 310
 654,847
 655,157
Total commercial845
 
 740
 1,585
 2,271,592
 2,273,177
Residential Real Estate:           
Residential real estate5,410
 1,197
 5,686
 12,293
 1,498,179
 1,510,472
Consumer:           
Home equity1,596
 103
 783
 2,482
 284,652
 287,134
Other26
 1
 88
 115
 19,498
 19,613
Total consumer1,622
 104
 871
 2,597
 304,150
 306,747
Total loans
$7,877
 
$1,301
 
$7,297
 
$16,475
 
$4,073,921
 
$4,090,396


- 17-



Condensed Notes to Unaudited Consolidated Financial Statements – (continued)

(Dollars in thousands)Days Past Due      Days Past Due      
December 31, 201830-59 60-89 Over 90 Total Past Due Current Total Loans
December 31, 201930-59 60-89 Over 90 Total Past Due Current Total Loans
Commercial:                      
Commercial real estate
$155
 
$925
 
$—
 
$1,080
 
$1,391,328
 
$1,392,408

$830
 
$—
 
$603
 
$1,433
 
$1,546,139
 
$1,547,572
Commercial & industrial
 
 
 
 620,704
 620,704
1
 
 
 1
 585,288
 585,289
Total commercial155
 925
 
 1,080
 2,012,032
 2,013,112
831
 
 603
 1,434
 2,131,427
 2,132,861
Residential Real Estate:                      
Residential real estate6,318
 2,693
 1,509
 10,520
 1,349,867
 1,360,387
4,574
 2,155
 4,700
 11,429
 1,437,661
 1,449,090
Consumer:                      
Home equity1,281
 156
 552
 1,989
 278,637
 280,626
971
 729
 996
 2,696
 288,178
 290,874
Other33
 
 
 33
 26,202
 26,235
42
 
 88
 130
 20,044
 20,174
Total consumer1,314
 156
 552
 2,022
 304,839
 306,861
1,013
 729
 1,084
 2,826
 308,222
 311,048
Total loans
$7,787
 
$3,774
 
$2,061
 
$13,622
 
$3,666,738
 
$3,680,360

$6,418
 
$2,884
 
$6,387
 
$15,689
 
$3,877,310
 
$3,892,999


Included in past due loans as of September 30, 2019March 31, 2020 and December 31, 2018,2019, were nonaccrual loans of $9.8$11.4 million and $8.6$11.5 million, respectively.

All loans 90 days or more past due at September 30, 2019March 31, 2020 and December 31, 20182019 were classified as nonaccrual.



- 18-



Condensed Notes to Unaudited Consolidated Financial Statements – (continued)

Impaired Loans
A loan is considered impaired when, based on current information and events, it is probable that the Corporation will not be able to collect the scheduled payments of principal or interest when due according to the contractual terms of the loan agreement. Impaired loans include nonaccrual loans and loans restructured in a troubled debt restructuring. The Corporation identifies loss allocations for impaired loans on an individual loan basis.

The following is a summary of impaired loans:
(Dollars in thousands)
Recorded Investment (1)
 Unpaid Principal Related Allowance
 Sep 30,
2019
 Dec 31,
2018
 Sep 30,
2019
 Dec 31,
2018
 Sep 30,
2019
 Dec 31,
2018
No Related Allowance Recorded           
Commercial:           
Commercial real estate
$684
 
$925
 
$926
 
$926
 
$—
 
$—
Commercial & industrial
 4,681
 
 4,732
 
 
Total commercial684
 5,606
 926
 5,658
 
 
Residential Real Estate:           
Residential real estate12,531
 9,347
 13,368
 9,695
 
 
Consumer:           
Home equity1,379
 1,360
 1,379
 1,360
 
 
Other88
 
 88
 
 
 
Total consumer1,467
 1,360
 1,467
 1,360
 
 
Subtotal14,682
 16,313
 15,761
 16,713
 
 
With Related Allowance Recorded          
Commercial:           
Commercial real estate
$—
 
$—
 
$—
 
$—
 
$—
 
$—
Commercial & industrial
 52
 
 73
 
 
Total commercial
 52
 
 73
 
 
Residential Real Estate:           
Residential real estate360
 364
 386
 390
 96
 100
Consumer:           
Home equity220
 85
 220
 85
 220
 24
Other19
 22
 19
 22
 5
 3
Total consumer239
 107
 239
 107
 225
 27
Subtotal599
 523
 625
 570
 321
 127
Total impaired loans
$15,281
 
$16,836
 
$16,386
 
$17,283
 
$321
 
$127
Total:           
Commercial
$684
 
$5,658
 
$926
 
$5,731
 
$—
 
$—
Residential real estate12,891
 9,711
 13,754
 10,085
 96
 100
Consumer1,706
 1,467
 1,706
 1,467
 225
 27
Total impaired loans
$15,281
 
$16,836
 
$16,386
 
$17,283
 
$321
 
$127
(1)
The recorded investment in impaired loans consists of unpaid principal balance, net of charge-offs, interest payments received applied to principal and unamortized deferred loan origination fees and costs. For accruing impaired loans (troubled debt restructurings for which management has concluded that the collectibility of the loan is not in doubt), the recorded investment also includes accrued interest.



- 19-



Condensed Notes to Unaudited Consolidated Financial Statements – (continued)

The following tables present the average recorded investment balance of impaired loans and interest income recognized on impaired loans segregated by loan class.
        
(Dollars in thousands)Average Recorded Investment Interest Income Recognized
Three months ended September 30,2019 2018 2019 2018
Commercial:       
Commercial real estate
$886
 
$—
 
$—
 
$—
Commercial & industrial
 5,324
 
 62
Total commercial886
 5,324
 
 62
Residential Real Estate:

 

 

 

Residential real estate12,017
 9,265
 109
 96
Consumer:

 

 

 

Home equity1,414
 1,424
 16
 22
Other108
 25
 3
 
Total consumer1,522
 1,449
 19
 22
Totals
$14,425
 
$16,038
 
$128
 
$180
        
(Dollars in thousands)Average Recorded Investment Interest Income Recognized
Nine months ended September 30,2019 2018 2019 2018
Commercial:       
Commercial real estate
$929
 
$1,352
 
$1
 
$—
Commercial & industrial2,835
 5,599
 103
 201
Total commercial3,764
 6,951
 104
 201
Residential Real Estate:       
Residential real estate10,972
 9,709
 331
 293
Consumer:       
Home equity1,409
 1,045
 43
 41
Other55
 85
 2
 5
Total consumer1,464
 1,130
 45
 46
Totals
$16,200
 
$17,790
 
$480
 
$540


Nonaccrual Loans
Loans, with the exception of certain well-secured loans that are in the process of collection, are placed on nonaccrual status and interest recognition is suspended when such loans are 90 days or more overdue with respect to principal and/or interest, or sooner if considered appropriate by management. Well-secured loans are permitted to remain on accrual status provided that full collection of principal and interest is assured and the loan is in the process of collection. Loans are also placed on nonaccrual status when, in the opinion of management, full collection of principal and interest is doubtful. When loans are placed on nonaccrual status, interest previously accrued but not collected is reversed against current period income.  Subsequent interest payments received on nonaccrual loans are applied to the outstanding principal balance of the loan or recognized as interest income depending on management’s assessment of the ultimate collectability of the loan. Loans are removed from nonaccrual status when they have been current as to principal and interest for a period of time, the borrower has demonstrated an ability to comply with repayment terms, and when, in management’s opinion, the loans are considered to be fully collectible.



- 20-17-



Condensed Notes to Unaudited Consolidated Financial Statements – (continued)

The following is a summary of nonaccrual loans, segregated by class of loans:
(Dollars in thousands)Sep 30,
2019
 Dec 31,
2018
Mar 31,
2020
 Dec 31,
2019
Commercial:      
Commercial real estate
$684
 
$925

$450
 
$603
Commercial & industrial
 
290
 657
Total commercial684
 925
740
 1,260
Residential Real Estate:      
Residential real estate12,531
 9,346
15,423
 14,297
Consumer:      
Home equity1,599
 1,436
1,667
 1,763
Other88
 
88
 88
Total consumer1,687
 1,436
1,755
 1,851
Total nonaccrual loans
$14,902
 
$11,707

$17,918
 
$17,408
Accruing loans 90 days or more past due
$—
 
$—

$—
 
$—


For nonaccrual loans with a carrying value of $490 thousand as of March 31, 2020, no ACL was deemed necessary.

As of September 30, 2019March 31, 2020 and December 31, 2018,2019, loans secured by one- to four-family residential property amounting to $5.9$3.8 million and $761 thousand,$5.8 million, respectively, were in process of foreclosure.

Nonaccrual loans of $5.1$6.5 million and $3.1$5.9 million, respectively, were current as to the payment of principal and interest at September 30, 2019March 31, 2020 and December 31, 2018.2019.

There were no significant commitments to lend additional funds to borrowers whose loans were on nonaccrual status at September 30, 2019.March 31, 2020.

The following table presents interest income recognized on nonaccrual loans segregated by loan class:
(Dollars in thousands)
Three months ended March 31, 2020Interest Income Recognized
Commercial:
Commercial real estate
$—
Commercial & industrial
Total commercial
Residential Real Estate:
Residential real estate168
Consumer:
Home equity23
Other
Total consumer23
Total
$191


Troubled Debt Restructurings
Loans areA loan that has been modified or renewed is considered to be a troubled debt restructuringsrestructuring when two conditions are met: 1) the Corporation has grantedborrower is experiencing financial difficulty and 2) concessions toare made for the borrower’s benefit that would not otherwise be considered for a borrower due to the borrower’s financial condition that it otherwise would not have considered.or a transaction with similar credit risk characteristics. These concessions may include modifications of the terms of the debt such as deferral of payments, extension of maturity, reduction of principal balance, reduction of the stated interest rate other than normal market rate adjustments, or a combination of these concessions. Debt may be bifurcated


- 18-



Condensed Notes to Unaudited Consolidated Financial Statements – (continued)

with separate terms for each tranche of the restructured debt. Restructuring of a loan in lieu of aggressively enforcing the collection of the loan may benefit the Corporation by increasing the ultimate probability of collection.

The Corporation's ACL reflects the effects of a troubled debt restructuring when management reasonably expects at the reporting date that a troubled debt restructuring will be executed with an individual borrower. A troubled debt restructuring is considered reasonably expected no later than the point when management concludes that modification is the best course of action and it is at least reasonably possible that the troubled borrower will accept some form of concession to avoid a default. Reasonably expected troubled debt restructurings and executed troubled debt restructurings are evaluated individually to determine the required ACL. Troubled debt restructurings that did not involve a below-market rate concession and perform in accordance with their modified contractual terms for a reasonable period of time may be included in the Corporation’s existing pools based on the underlying risk characteristics of the loan to measure the ACL.

Restructured loans are classified as accruing or non-accruing based on management’s assessment of the collectability of the loan.  Loans which are already on nonaccrual status at the time of the restructuring generally remain on nonaccrual status for approximately six months before management considers such loans for return to accruing status.  Accruing restructured loans are placed into nonaccrual status if and when the borrower fails to comply with the restructured terms and management deems it unlikely that the borrower will return to a status of compliance in the near term.term and full collection of principal and interest is in doubt.

Troubled debt restructurings are reported as such for at least one year from the date of the restructuring.  In years after the restructuring, troubled debt restructured loans are removed from this classification if the restructuring did not involve a below-market rate concession and the loan is not deemed to be impaired based on theperforming in accordance with their modified contractual terms specified in the restructuring agreement.for a reasonable period of time.

The recorded investment in troubled debt restructurings consists of unpaid principal balance, net of charge-offs and unamortized deferred loan origination fees and costs, at the time of the restructuring. For accruing troubled debt restructured loans, the recorded investment also includes accrued interest.

The recorded investment in troubled debt restructurings was $876$864 thousand and $5.6 million,$869 thousand, respectively, at September 30, 2019March 31, 2020 and December 31, 2018.2019. The allowance for loan lossesACL on loans included specific reserves for these troubled debt restructurings of $101$95 thousand and $103$97 thousand, respectively, at September 30, 2019March 31, 2020 and December 31, 2018.2019.

For the three and nine months ended September 30,March 31, 2020 and 2019, there were 0 loans modified as a troubled debt restructuring. For the three months ended September 30, 2018, there were 0 loans modified as a troubled debt restructuring. For the nine months


- 21-



Condensed Notes to Unaudited Consolidated Financial Statements – (continued)

ended September 30, 2018, there was 1 loan modified as a troubled debt restructuring with a pre-modification and post-modification recorded investment of $608 thousand. This troubled debt restructuring included a combination of concessions pertaining to maturity and interest only payment terms.

For the three and nine months ended September 30,March 31, 2020 and 2019, there were no0 payment defaults on troubled debt restructured loans modified within the previous 12 months. For the three and nine months ended September 30, 2018, payment defaults on troubled debt restructured loans modified within the previous 12 months occurred on 1 loan with a carrying value of $608 thousand at the time of default.

As of September 30, 2019,March 31, 2020, there were no significant commitments to lend additional funds to borrowers whose loans had been restructured.restructured in a troubled debt restructuring.

The Corporation elected to account for eligible loan modifications under Section 4013 of the CARES Act. To be an eligible loan under Section 4013 of the CARES Act, a loan modification must be (1) related to the COVID-19 pandemic; (2) executed on a loan that was not more than 30 days past due as of December 31, 2019; and (3) executed between March 1, 2020, and the earlier of (A) 60 days after the date of termination of the national emergency declared by the President on March 13, 2020 concerning the COVID-19 outbreak (the “national emergency”) or (B) December 31, 2020. Eligible loan modifications are not required to be classified as troubled debt restructured loans and will not be reported as past due provided that they are performing in accordance with the modified terms. Interest income will continue to be recognized in accordance with GAAP unless the loan is placed on nonaccrual status in accordance with the nonaccrual loans accounting policy described above.
            
            

        

        




- 19-



Condensed Notes to Unaudited Consolidated Financial Statements – (continued)

Individually Analyzed Loans
Effective January 1, 2020, individually analyzed loans include nonaccrual commercial loans, loans classified as troubled debt restructured loans, and certain other loans based on the underlying risk characteristics and the discretion of management to individually analyze such loans. As of March 31, 2020, the carrying value of individually analyzed loans amounted to $1.8 million, of which $1.4 million were considered collateral dependent.

For collateral dependent loans where management has determined that foreclosure of the collateral is probable, or where the borrower is experiencing financial difficulty and repayment of the loan is to be provided substantially through the operation or sale of the collateral, the ACL is measured based on the difference between the fair value of the collateral and the amortized cost basis of the loan as of the measurement date. See Note 10 for additional disclosure regarding fair value of individually analyzed collateral dependent loans.

The following table presents the carrying value of collateral dependent individually analyzed loans:
(Dollars in thousands)  
As of March 31, 2020Carrying ValueRelated Allowance
Commercial:  
Commercial real estate (1)

$450

$6
Commercial & industrial (2)
290
290
Total commercial740
296
Residential Real Estate:  
Residential real estate (3)
418

Consumer:  
Home equity (3)
233
233
Other

Total consumer233
233
Total
$1,391

$529
(1)Secured by income-producing property.
(2)Secured by business assets.
(3)Secured by one- to four-family residential properties.


- 20-



Condensed Notes to Unaudited Consolidated Financial Statements – (continued)

Prior to January 1, 2020, a loan was considered impaired when, based on current information and events, it was probable that the Corporation would not be able to collect the scheduled payments of principal or interest when due according to the contractual terms of the loan agreement. Impaired loans included nonaccrual loans and loans restructured in a troubled debt restructuring. The Corporation identified loss allocations for impaired loans on an individual loan basis. The following is a summary of impaired loans:
(Dollars in thousands)     
As of December 31, 2019Recorded Investment (1) Unpaid Principal Related Allowance
No Related Allowance Recorded     
Commercial:     
Commercial real estate
$—
 
$—
 
$—
Commercial & industrial
 
 
Total commercial
 
 
Residential Real Estate:     
Residential real estate13,968
 14,803
 
Consumer:     
Home equity1,471
 1,472
 
Other88
 88
 
Total consumer1,559
 1,560
 
Subtotal15,527
 16,363
 
With Related Allowance Recorded     
Commercial:     
Commercial real estate
$603
 
$926
 
$—
Commercial & industrial657
 657
 580
Total commercial1,260
 1,583
 580
Residential Real Estate:     
Residential real estate687
 714
 95
Consumer:     
Home equity292
 291
 291
Other18
 18
 2
Total consumer310
 309
 293
Subtotal2,257
 2,606
 968
Total impaired loans
$17,784
 
$18,969
 
$968
Total:     
Commercial
$1,260
 
$1,583
 
$580
Residential real estate14,655
 15,517
 95
Consumer1,869
 1,869
 293
Total impaired loans
$17,784
 
$18,969
 
$968
(1)The recorded investment in impaired loans consists of unpaid principal balance, net of charge-offs, interest payments received applied to principal and unamortized deferred loan origination fees and costs. For accruing impaired loans (troubled debt restructurings for which management has concluded that the collectibility of the loan is not in doubt), the recorded investment also includes accrued interest.



- 21-



Condensed Notes to Unaudited Consolidated Financial Statements – (continued)

The following table presents the average recorded investment balance of impaired loans and interest income recognized on impaired loans segregated by loan class.
(Dollars in thousands)   
Three months ended March 31, 2019Average Recorded Investment Interest Income Recognized
Commercial:   
Commercial real estate
$976
 
$1
Commercial & industrial4,689
 54
Total commercial5,665
 55
Residential Real Estate:

 

Residential real estate10,151
 115
Consumer:

 

Home equity1,480
 14
Other21
 
Total consumer1,501
 14
Total
$17,317
 
$184
Credit Quality Indicators
Commercial
The Corporation utilizes an internal rating system to assign a risk to each of its commercial loans. Loans are rated on a scale of 1 to 10. This scale can be assigned to three broad categories including “pass” for ratings 1 through 6, “special mention” for 7-rated loans, and “classified” for loans rated 8, 9 or 10. The loan rating system takes into consideration parameters including the borrower’s financial condition, the borrower’s performance with respect to loan terms, the adequacy of collateral, the adequacy of guarantees and other credit quality characteristics. For non-impaired loans, theThe Corporation takes the risk rating into consideration along with other credit attributes in the establishment of an appropriate allowance for loan losses.credit losses on loans. See Note 6 for additional information.

A description of the commercial loan categories is as follows:

Pass - Loans with acceptable credit quality, defined as ranging from superior or very strong to a status of lesser stature. Superior or very strong credit quality is characterized by a high degree of cash collateralization or strong balance sheet liquidity. Lesser stature loans have an acceptable level of credit quality but exhibit some weakness in various credit metrics such as collateral adequacy, cash flow, secondary sources of repayment, or performance inconsistency or may be in an industry or of a loan type known to have a higher degree of risk.

Special Mention - Loans with potential weaknesses that deserve management’s close attention. If left uncorrected, these potential weaknesses may result in deterioration of the repayment prospects for the asset or in the Bank’s position as creditor at some future date. Special Mention assets are not adversely classified and do not expose the Bank to sufficient risk to warrant adverse classification. Examples of these conditions include but are not limited to outdated or poor quality financial data, strains on liquidity and leverage, losses or negative trends in operating results, marginal cash flow, weaknesses in occupancy rates or trends in the case of commercial real estate and frequent delinquencies.

Classified - Loans identified as “substandard,” “doubtful” or “loss” based on criteria consistent with guidelines provided by banking regulators. A “substandard” loan has defined weaknesses which make payment default or principal exposure likely, but not yet certain. Such loans are apt to be dependent upon collateral liquidation, a secondary source of repayment or an event outside of the normal course of business. The loans are closely watched and are either already on nonaccrual status or may be placed on nonaccrual status when management determines there is uncertainty of collectability. A “doubtful” loan is placed on nonaccrual status and has a high probability of loss, but the extent of the loss is difficult to quantify due to dependency upon collateral having a value that is difficult to determine or upon some near-term event which lacks certainty. A loan in the “loss” category is considered generally uncollectible or the timing or amount of payments cannot be determined. “Loss” is not intended to imply that the loan has no recovery value, but rather, it is not practical or desirable to continue to carry the asset.



- 22-



Condensed Notes to Unaudited Consolidated Financial Statements – (continued)

The Corporation’s procedures call for loan ratings and classifications to be revised whenever information becomes available that indicates a change is warranted. On a quarterly basis, management reviews the criticized loan portfolio,watched asset list, which generally consists of commercial loans that are risk-rated special mention6 or worse, highly leverages transaction loans, high-volatility commercial real estate and other selected loans. Management’s review focuses on the current status of the loans and strategies to improve the credit. An annual loan review program is conducted by a third party to provide an independent evaluation of the creditworthiness of the commercial loan portfolio, the quality of the


- 22-



Condensed Notes to Unaudited Consolidated Financial Statements – (continued)

underwriting and credit risk management practices and the appropriateness of the risk rating classifications. This review is supplemented with selected targeted internal reviews of the commercial loan portfolio.

The following table presents the commercial loan portfolio, segregated by category of credit quality indicator:
(Dollars in thousands)Pass Special Mention Classified
 Sep 30,
2019
 Dec 31,
2018
 Sep 30,
2019
 Dec 31,
2018
 Sep 30,
2019
 Dec 31,
2018
Commercial:           
Commercial real estate
$1,498,212
 
$1,387,666
 
$18,224
 
$205
 
$884
 
$4,537
Commercial & industrial529,219
 559,019
 25,679
 50,426
 11,528
 11,259
Total commercial
$2,027,431
 
$1,946,685
 
$43,903
 
$50,631
 
$12,412
 
$15,796


Residential and Consumer
Management monitors the relatively homogeneous residential real estate and consumer loan portfolios on an ongoing basis using delinquency information by loan type. For non-impaired residential real estate and consumer loans, the Corporation assigns loss allocation factors to each respective loan type.

Other techniques are utilized to monitor indicators of credit deterioration in the residential real estate loans and consumer loan portfolios. Among these techniques is the periodic tracking of loans with an updated Fair Isaac Corporation (“FICO”) score and an estimated loan to value (“LTV”) ratio. LTV ratio is determined via statistical modeling analyses. The indicated LTV levels are estimated based on such factors as the location, the original LTV ratio, and the date of origination of the loan and do not reflect actual appraisal amounts. The results of these analyses and other loan review procedures are taken into consideration in the determination of loss allocation factors for residential real estate and home equity consumer credits.

The following table presentssummarizes the residential and consumerCorporation’s loan portfolios, segregatedportfolio by loan type and credit quality indicator:
(Dollars in thousands)Current Past Due
 Sep 30,
2019
 Dec 31,
2018
 Sep 30,
2019
 Dec 31,
2018
Residential Real Estate:       
Self-originated mortgages
$1,261,364
 
$1,238,402
 
$10,503
 
$9,079
Purchased mortgages105,555
 111,465
 1,096
 1,441
Total residential real estate
$1,366,919
 
$1,349,867
 
$11,599
 
$10,520
Consumer:       
Home equity
$292,277
 
$278,637
 
$1,973
 
$1,989
Other21,493
 26,202
 99
 33
Total consumer
$313,770
 
$304,839
 
$2,072
 
$2,022


Note 6 - Allowance for Loan Losses
The allowance for loan losses is management’s best estimate of incurred losses inherent in theindicator and loan portfolio as of the balance sheet date. The Corporation uses a methodology to systematically measure the amount of estimated loan loss exposure inherent in the loan portfolio for purposes of establishing a sufficient allowance for loan losses. The methodology includes: (1) the identification of loss allocations for individual loans deemed to be impaired and (2) the application of loss allocation factors for non-impaired loans based on historical loss experience and estimated loss emergence period, with adjustments for various exposures that management believes are not adequately represented by historical loss experience.segment:
(Dollars in thousands)Term Loans Amortized Cost by Origination Year   
As of March 31, 202020202019201820172016PriorRevolving Loans Amortized CostRevolving Loans Converted to Term LoansTotal
Commercial:         
CRE:         
Pass
$55,517

$235,636

$340,015

$277,871

$157,491

$530,953

$7,445

$2,517

$1,607,445
Special Mention


9,300

825


10,125
Classified




450


450
Total CRE55,517
235,636
340,015
287,171
157,491
532,228
7,445
2,517
1,618,020
C&I:         
Pass43,850
80,561
59,753
70,374
43,616
189,242
130,463
1,599
619,458
Special Mention


1,866
3,625
17,229
2,128
66
24,914
Classified




8,346
2,439

10,785
Total C&I43,850
80,561
59,753
72,240
47,241
214,817
135,030
1,665
655,157
Residential Real Estate:         
Residential real estate:         
Current100,890
339,675
241,997
225,108
177,100
413,409


1,498,179
Past Due
278
633
3,109
516
7,757


12,293
Total residential real estate100,890
339,953
242,630
228,217
177,616
421,166


1,510,472
Consumer:         
Home equity:         
Current2,947
9,308
5,510
2,528
1,601
5,473
243,986
13,299
284,652
Past Due


50

93
761
1,578
2,482
Total home equity2,947
9,308
5,510
2,578
1,601
5,566
244,747
14,877
287,134
Other:         
Current605
2,975
2,025
2,321
822
10,334
414
2
19,498
Past Due9



88
17

1
115
Total other614
2,975
2,025
2,321
910
10,351
414
3
19,613
Total Loans
$203,818

$668,433

$649,933

$592,527

$384,859

$1,184,128

$387,636

$19,062

$4,090,396



- 23-



Condensed Notes to Unaudited Consolidated Financial Statements – (continued)

The following table presents the activity in the allowance forcommercial loan losses for the three months ended September 30, 2019:portfolio, segregated by category of credit quality indicator:
(Dollars in thousands)Commercial  Consumer  
 CRE (1)C&I (2)Total CommercialResidential Real EstateHome EquityOtherTotal ConsumerTotal
Beginning Balance
$16,882

$4,453

$21,335

$4,857

$913

$293

$1,206

$27,398
Charge-offs(947)(1)(948)

(18)(18)(966)
Recoveries
123
123

36
6
42
165
Provision866
(1,128)(262)554
64
44
108
400
Ending Balance
$16,801

$3,447

$20,248

$5,411

$1,013

$325

$1,338

$26,997
(Dollars in thousands)     
As of December 31, 2019Pass Special Mention Classified
Commercial:     
Commercial real estate
$1,546,139
 
$830
 
$603
Commercial & industrial549,416
 24,961
 10,912
Total commercial
$2,095,555
 
$25,791
 
$11,515

(1) Commercial
The following table presents the residential and consumer loan portfolios, segregated by category of credit quality indicator:
(Dollars in thousands)   
As of December 31, 2019Current Past Due
Residential Real Estate:   
Residential real estate
$1,437,661
 
$11,429
Consumer:   
Home equity
$288,178
 
$2,696
Other20,044
 130
Total consumer
$308,222
 
$2,826


Note 6 - Allowance for Credit Losses on Loans
Adoption of Topic 326
Effective January 1, 2020, the Corporation adopted the provisions of Topic 326 using the modified retrospective method. Therefore, prior period comparative information has not been adjusted and continues to be reported under GAAP in effect prior to the adoption of Topic 326. As a result of adopting Topic 326, the Corporation increased the ACL on loans by $6.5 million on January 1, 2020.

Accounting Policy Updates
Effective January 1, 2020, the Corporation has modified its accounting policy for the ACL on loans. The updated policy is detailed below.

The Corporation has made an accounting policy election to exclude accrued interest from the amortized cost basis of loans and reports accrued interest separately in other assets in the Unaudited Consolidated Balance Sheets. The Corporation also excludes accrued interest from the estimate of credit losses. Accrued interest receivable on loans totaled $11.2 million and $11.0 million, respectively, as of March 31, 2020 and December 31, 2019.

The ACL on loans is management’s estimate of expected credit losses over the expected life of the loans at the reporting date.  The ACL on loans is increased through a provision for credit losses recognized in the Unaudited Consolidated Statements of Income and by recoveries of amounts previously charged-off. The ACL on loans is reduced by charge-offs on loans.  Loan charge-offs are recognized when management believes the collectability of the principal balance outstanding is unlikely.  Full or partial charge-offs on collateral dependent individually analyzed loans are generally recognized when the collateral is deemed to be insufficient to support the carrying value of the loan.

The level of the ACL on loans is based on management’s ongoing review of all relevant information, from internal and external sources, relating to past events, current conditions and reasonable and supportable forecasts. Historical credit loss experience provides the basis for the calculation of loss given default and the estimation of expected credit losses. As discussed further below, adjustments to historical information are made for differences in specific risk characteristics, such as differences in underwriting standards, portfolio mix, delinquency level, or term, as well as for changes in environmental conditions, that may not be reflected in historical loss rates.

Management employs a process and methodology to estimate the ACL on loans that evaluates both quantitative and qualitative factors. The methodology for evaluating quantitative factors consists of two basic components. The first component involves


- 24-



Condensed Notes to Unaudited Consolidated Financial Statements – (continued)

pooling loans into portfolio segments for loans that share similar risk characteristics. Pooled loan portfolio segments include commercial real estate (including commercial construction), commercial and industrial, residential real estate (including homeowner construction), home equity and other consumer loans. The second component involves individually analyzed loans that do not share similar risk characteristics with loans that are pooled into portfolio segments. Individually analyzed loans include nonaccrual commercial loans, loans classified as troubled debt restructured loans and certain other loans based on the underlying risk characteristics and the discretion of management to individually analyze such loans.
(2) Commercial & industrial
For loans that are individually analyzed, the ACL is measured using a discounted cash flow method based upon the loan’s contractual effective interest rate, or at the loan’s observable market price, or, if the loan is collateral dependent, at the fair value of the collateral. Factors management considers when measuring the extent of expected credit loss include payment status, collateral value, borrower financial condition, guarantor support and the probability of collecting scheduled principal and interest payments when due. For collateral dependent loans for which repayment is to be provided substantially through the sale of the collateral, management adjusts the fair value for estimated costs to sell. For collateral dependent loans for which repayment is to be provided substantially through the operation of the collateral, such as accruing troubled debt restructured loans, estimated costs to sell are not incorporated into the measurement. Management may also adjust appraised values to reflect estimated market value declines or apply other discounts to appraised values for unobservable factors resulting from its knowledge of circumstances associated with the collateral.

For pooled loans, the Corporation utilizes a discounted cash flow (“DCF”) methodology to estimate credit losses over the expected life of the loan. The life of the loan excludes expected extensions, renewal and modifications, unless 1) the extension or renewal options are included in the original or modified contract terms and not unconditionally cancellable by the Corporation, or 2) management reasonably expects at the reporting date that a troubled debt restructuring will be executed with an individual borrower. The methodology incorporates the probability of default and loss given default, which are identified by default triggers such as past due by 90 or more days, whether a charge-off has occurred, the loan is nonaccrual, the loan has been modified in a troubled debt restructuring or the loan is risk-rated as special mention or classified. The probability of default for the life of the loan is determined by the use of an econometric factor. Management utilizes the national unemployment rate as an econometric factor with a one-year forecast period and one-year straight-line reversion period to the historical mean of its macroeconomic assumption in order to estimate the probability of default for each loan portfolio segment. Utilizing a third party regression model, the forecasted national unemployment rate is correlated with the probability of default for each loan portfolio segment. The DCF methodology combines the probability of default, the loss given default, maturity date and prepayment speeds to estimate a reserve for each loan. The sum of all the loan level reserves are aggregated for each portfolio segment and a loss rate factor is derived.

Quantitative loss factors are also supplemented by certain qualitative risk factors reflecting management’s view of how losses may vary from those represented by quantitative loss rates. These qualitative risk factors include: 1) changes in lending policies and procedures, including changes in underwriting standards and collection, charge-off, and recovery practices not considered elsewhere in estimating credit losses; 2) changes in international, national, regional, and local economic and business conditions and developments that affect the collectability of the portfolio, including the condition of various market segments; 3) changes in the nature and volume of the portfolio and in the terms of loans; 4) changes in the experience, ability, and depth of lending management and other relevant staff; 5) changes in the volume and severity of past due loans, the volume of nonaccrual loans, and the volume and severity of adversely classified or rated loans; 6) changes in the quality of the institution’s loan review system; 7) changes in the value of underlying collateral for collateral dependent loans; 8) the existence and effect of any concentrations of credit, and changes in the level of such concentrations; and 9) the effect of other external factors such as legal and regulatory requirements on the level of estimated credit losses in the institution’s existing portfolio. Qualitative loss factors are applied to each portfolio segment with the amounts determined by historical loan charge-offs of a peer group of similar-sized regional banks.

Because the methodology is based upon historical experience and trends, current economic data, reasonable and supportable forecasts, as well as management’s judgment, factors may arise that result in different estimations. While significant deterioration in the economic forecast due to the COVID-19 pandemic was estimated in the ACL on loans as of March 31, 2020, continued uncertainty regarding the severity and duration of the pandemic and related economic effects will continue to affect the ACL. Deteriorating conditions or assumptions could lead to further increases in the ACL on loans. In addition, various regulatory agencies periodically review the ACL on loans. Such agencies may require additions to the allowance based on their judgments about information available to them at the time of their examination. The ACL on loans is an estimate, and ultimate losses may vary from management’s estimate.



- 25-



Condensed Notes to Unaudited Consolidated Financial Statements – (continued)

The following table presents the activity in the ACL on loans for the three months ended March 31, 2020:
(Dollars in thousands)Commercial  Consumer  
 CREC&ITotal CommercialResidential Real EstateHome EquityOtherTotal ConsumerTotal
Beginning Balance
$14,741

$3,921

$18,662

$6,615

$1,390

$347

$1,737

$27,014
Adoption of Topic 326 (1)
3,405
3,029
6,434
221
(106)(48)(154)6,501
Charge-offs(153)(294)(447)
(173)(15)(188)(635)
Recoveries
4
4

1
7
8
12
Provision1,743
3,671
5,414
893
323
143
466
6,773
Ending Balance
$19,736

$10,331

$30,067

$7,729

$1,435

$434

$1,869

$39,665

(1)Adoption of the CECL accounting standard effective January 1, 2020.


For the accounting policy on the allowance for loan losses that was in effect prior to the adoption of Topic 326, see Note 1 to our Annual Report on Form 10-K for the nine monthsfiscal year ended September 30, 2019:
         
(Dollars in thousands)Commercial  Consumer  
 CRE (1)C&I (2)Total CommercialResidential Real EstateHome EquityOtherTotal ConsumerTotal
Beginning Balance
$15,381

$5,847

$21,228

$3,987

$1,603

$254

$1,857

$27,072
Charge-offs(947)(19)(966)(486)(372)(64)(436)(1,888)
Recoveries
151
151

71
16
87
238
Provision2,367
(2,532)(165)1,910
(289)119
(170)1,575
Ending Balance
$16,801

$3,447

$20,248

$5,411

$1,013

$325

$1,338

$26,997
(1) Commercial real estate loans.
(2) Commercial & industrial loans.December 31, 2019.

The following table presents the activity in the allowance for loan losses for the three months ended September 30, 2018:March 31, 2019:
(Dollars in thousands)Commercial  Consumer  
 CRE (1)C&I (2)Total CommercialResidential Real EstateHome EquityOtherTotal ConsumerTotal
Beginning Balance
$12,443

$6,642

$19,085

$5,314

$1,375

$400

$1,775

$26,174
Charge-offs
(1)(1)(68)
(27)(27)(96)
Recoveries
71
71

2
8
10
81
Provision1,052
535
1,587
(1,131)12
(118)(106)350
Ending Balance
$13,495

$7,247

$20,742

$4,115

$1,389

$263

$1,652

$26,509
(1) Commercial real estate loans.
(2) Commercial & industrial loans.

The following table presents the activity in the allowance for loan losses for the nine months ended September 30, 2018:
(Dollars in thousands)Commercial  Consumer  
 CREC&ITotal CommercialResidential Real EstateHome EquityOtherTotal ConsumerTotal
Beginning Balance
$15,381

$5,847

$21,228

$3,987

$1,603

$254

$1,857

$27,072
Charge-offs
(14)(14)
(61)(28)(89)(103)
Recoveries
8
8

13
4
17
25
Provision1,810
(1,343)467
22
34
127
161
650
Ending Balance
$17,191

$4,498

$21,689

$4,009

$1,589

$357

$1,946

$27,644
         
(Dollars in thousands)Commercial  Consumer  
 CRE (1)C&I (2)Total CommercialResidential Real EstateHome EquityOtherTotal ConsumerTotal
Beginning Balance
$12,729

$5,580

$18,309

$5,427

$2,412

$340

$2,752

$26,488
Charge-offs(627)(8)(635)(73)(111)(70)(181)(889)
Recoveries25
104
129

12
19
31
160
Provision1,368
1,571
2,939
(1,239)(924)(26)(950)750
Ending Balance
$13,495

$7,247

$20,742

$4,115

$1,389

$263

$1,652

$26,509

(1) Commercial real estate loans.
(2) Commercial & industrial loans.



- 24-26-



Condensed Notes to Unaudited Consolidated Financial Statements – (continued)

The following table presents the Corporation’s loan portfolio and associated allowance for loan losses by portfolio segment and by impairment methodology:
(Dollars in thousands)September 30, 2019 December 31, 2018December 31, 2019
Loans Related Allowance Loans Related AllowanceLoans Related Allowance
Loans Individually Evaluated for Impairment       
Loans Individually Analyzed for Credit Losses   
Commercial:          
Commercial real estate
$684
 
$—
 
$925
 
$—

$603
 
$—
Commercial & industrial
 
 4,714
 
657
 580
Total commercial684
 
 5,639
 
1,260
 580
Residential Real Estate:          
Residential real estate12,890
 96
 9,710
 100
14,654
 95
Consumer:          
Home equity1,599
 220
 1,445
 24
1,763
 291
Other107
 5
 22
 3
106
 2
Total consumer1,706
 225
 1,467
 27
1,869
 293
Subtotal15,280
 321
 16,816
 127
17,783
 968
Loans Collectively Evaluated for Impairment       
Loans Collectively Evaluated for Credit Losses   
Commercial:          
Commercial real estate1,516,636
 16,801
 1,391,483
 15,381
1,546,969
 14,741
Commercial & industrial566,426
 3,447
 615,990
 5,847
584,632
 3,341
Total commercial2,083,062
 20,248
 2,007,473
 21,228
2,131,601
 18,082
Residential Real Estate:          
Residential real estate1,365,628
 5,315
 1,350,677
 3,887
1,434,436
 6,520
Consumer:          
Home equity292,651
 793
 279,182
 1,579
289,111
 1,099
Other21,485
 320
 26,212
 251
20,068
 345
Total consumer314,136
 1,113
 305,394
 1,830
309,179
 1,444
Subtotal3,762,826
 26,676
 3,663,544
 26,945
3,875,216
 26,046
Total
$3,778,106
 
$26,997
 
$3,680,360
 
$27,072

$3,892,999
 
$27,014



- 25-27-



Condensed Notes to Unaudited Consolidated Financial Statements – (continued)

Note 7 - Federal Home Loan Bank Advances
Advances payable to the FHLB amounted to $956.8 million$1.2 billion and $950.7 million1.1 billion, respectively, at September 30, 2019March 31, 2020 and December 31, 20182019.

As of September 30, 2019March 31, 2020 and December 31, 2018,2019, the Bank had access to a $40.0 million unused line of credit with the FHLB and also had remaining available borrowing capacity of $601.5$469.5 million and $628.5$535.0 million, respectively.respectively, with the FHLB. The Bank pledges certain qualified investment securities and loans as collateral to the FHLB.

The following table presents maturities and weighted average interest rates on FHLB advances outstanding as of September 30, 2019:March 31, 2020:
(Dollars in thousands)Scheduled
Maturity
 
Weighted
Average Rate
Scheduled
Maturity
 
Weighted
Average Rate
October 1, 2019 to December 31, 2019
$355,822
 2.56%
2020444,533
 2.34
April 1, 2020 to December 31, 2020
$1,031,103
 1.46%
202186,222
 2.73
77,222
 2.52
202255,447
 3.65
813
 5.12
20239,428
 4.01
5,238
 3.80
2024 and thereafter5,334
 5.06
Balance at September 30, 2019
$956,786
 2.56%
202440,900
 2.51
2025 and thereafter43,258
 3.29
Balance at March 31, 2020
$1,198,534
 1.64%


In October 2019, FHLB advances totaling $78.8 million were modified to lower interest rates and the maturities of these advances were extended. Original maturity dates ranging from 2021 to 2023 were modified to 2024 to 2026. The original weighted average interest rate was 3.52% and was revised to 2.76%. The table below presents the original terms as of September 30, 2019, as well as the revised terms associated with these FHLB advances:
(Dollars in thousands)Original Terms Revised Terms
 Scheduled
Maturity
Weighted
Average Rate
 Scheduled
Maturity
Weighted
Average Rate
2021
$20,000
3.07% 
$—
%
202254,634
3.63
 

20234,190
4.27
 

2024

 40,000
2.45
2025

 

2026

 38,824
3.09
Total
$78,824
3.52% 
$78,824
2.76%




- 26-



Condensed Notes to Unaudited Consolidated Financial Statements – (continued)

Note 8 - Shareholders' Equity
2019 Stock Repurchase Program
The Corporation’s 2019 Stock Repurchase Program authorizes the repurchase of up to 850,000 shares, or approximately 5%, of the Corporation’s outstanding common stock. This authority may be exercised from time to time and in such amounts as market conditions warrant, and subject to regulatory considerations. The timing and actual number of shares repurchased will depend on a variety of factors including price, corporate and regulatory requirements, market conditions, and other corporate liquidity requirements and priorities. The 2019 Stock Repurchase Program expires on October 31, 2020 and may be modified, suspended, or discontinued at any time.  As of March 31, 2020, 124,863 shares have been repurchased under the 2019 Stock Repurchase Program, totaling $4.3 million, at an average price of $34.61. Due to the economic uncertainty resulting from the COVID-19 pandemic, Washington Trust suspended its 2019 Stock Repurchase Program effective March 25, 2020.



- 28-



Condensed Notes to Unaudited Consolidated Financial Statements – (continued)

Regulatory Capital Requirements
Capital levels at September 30, 2019March 31, 2020 exceeded the regulatory minimum levels to be considered “well capitalized.”

The following table presents the Corporation’s and the Bank’s actual capital amounts and ratios, as well as the corresponding minimum and well capitalized regulatory amounts and ratios that were in effect during the respective periods:
(Dollars in thousands)Actual For Capital Adequacy Purposes To Be “Well Capitalized” Under Prompt Corrective Action ProvisionsActual For Capital Adequacy Purposes To Be “Well Capitalized” Under Prompt Corrective Action Provisions
Amount Ratio Amount Ratio Amount RatioAmount Ratio Amount Ratio Amount Ratio
September 30, 2019           
March 31, 2020           
Total Capital (to Risk-Weighted Assets):                      
Corporation
$486,454
 12.94% 
$300,835
 8.00% N/A
 N/A

$500,239
 12.42% 
$322,246
 8.00% N/A
 N/A
Bank483,783
 12.87
 300,790
 8.00
 
$375,988
 10.00%480,463
 11.93
 322,210
 8.00
 
$402,763
 10.00%
Tier 1 Capital (to Risk-Weighted Assets):                      
Corporation459,140
 12.21
 225,627
 6.00
 N/A
 N/A
468,122
 11.62
 241,685
 6.00
 N/A
 N/A
Bank456,469
 12.14
 225,593
 6.00
 300,790
 8.00
448,346
 11.13
 241,658
 6.00
 322,210
 8.00
Common Equity Tier 1 Capital (to Risk-Weighted Assets):                      
Corporation437,142
 11.62
 169,220
 4.50
 N/A
 N/A
446,124
 11.08
 181,264
 4.50
 N/A
 N/A
Bank456,469
 12.14
 169,195
 4.50
 244,392
 6.50
448,346
 11.13
 181,243
 4.50
 261,796
 6.50
Tier 1 Capital (to Average Assets): (1)                      
Corporation459,140
 8.97
 204,810
 4.00
 N/A
 N/A
468,122
 8.77
 213,488
 4.00
 N/A
 N/A
Bank456,469
 8.92
 204,722
 4.00
 255,903
 5.00
448,346
 8.40
 213,403
 4.00
 266,754
 5.00
                      
December 31, 2018           
December 31, 2019           
Total Capital (to Risk-Weighted Assets):                      
Corporation455,699
 12.56
 290,146
 8.00
 N/A
 N/A
494,603
 12.94
 305,728
 8.00
 N/A
 N/A
Bank453,033
 12.49
 290,128
 8.00
 362,660
 10.00
490,993
 12.85
 305,693
 8.00
 382,116
 10.00
Tier 1 Capital (to Risk-Weighted Assets):                      
Corporation428,338
 11.81
 217,609
 6.00
 N/A
 N/A
467,296
 12.23
 229,296
 6.00
 N/A
 N/A
Bank425,672
 11.74
 217,596
 6.00
 290,128
 8.00
463,686
 12.13
 229,270
 6.00
 305,693
 8.00
Common Equity Tier 1 Capital (to Risk-Weighted Assets):                      
Corporation406,340
 11.20
 163,207
 4.50
 N/A
 N/A
445,298
 11.65
 171,972
 4.50
 N/A
 N/A
Bank425,672
 11.74
 163,197
 4.50
 235,729
 6.50
463,686
 12.13
 171,952
 4.50
 248,375
 6.50
Tier 1 Capital (to Average Assets): (1)                      
Corporation428,338
 8.89
 192,690
 4.00
 N/A
 N/A
467,296
 9.04
 206,682
 4.00
 N/A
 N/A
Bank425,672
 8.84
 192,652
 4.00
 240,815
 5.00
463,686
 8.98
 206,596
 4.00
 258,245
 5.00
(1)Leverage ratio.

In addition to the minimum regulatory capital required for capital adequacy purposes includedoutlined in the table above, the Corporation is required to maintain a minimum capital conservation buffer, in the form of common equity, of 2.50% in order to avoid restrictions on capital distributions and discretionary bonuses. The required amount ofCorporation’s capital levels exceeded the minimum regulatory capital requirements plus the capital conservation buffer was 1.875% on January 1, 2018. The capital conservation buffer increased another 0.625% on January 1, 2019, reaching the full requirement of 2.50%.at March 31, 2020 and December 31, 2019.

The Bancorp owns the common stock of two capital trusts, which have issued trust preferred securities. In accordance with GAAP, the capital trusts are treated as unconsolidated subsidiaries. At both September 30, 2019March 31, 2020 and December 31, 2018,2019, $22.0 million in trust preferred securities were included in the Tier 1 Capital of the Corporation for regulatory capital reporting purposes pursuant to the FRB’s capital adequacy guidelines.

In response to the recent disruptions in economic conditions caused by the COVID-19 pandemic and the uncertainty of its overall effects on the economy, the FDIC issued an interim final rule (“IFR”) on March 27, 2020 that delays the estimated impact on regulatory capital stemming from the adoption of Topic 326, often referred to as CECL. The amount of capital relief provided in the CECL IFR is an estimate of the approximate difference in ACL under the CECL accounting methodology relative to the


- 27-29-



Condensed Notes to Unaudited Consolidated Financial Statements – (continued)

previously used incurred loss accounting methodology for the first two years of the five-year transition period. The cumulative difference at the end of the second year of the transition period will then be phased-in to regulatory capital over a three-year transition period beginning in 2022. As discussed in Note 2, the Corporation has elected this five-year phase-in option.

Note 9 - Derivative Financial Instruments
The Corporation’s derivative financial instruments are used to manage differences in the amount, timing and duration of the Corporation’s known or expected cash receipts and its known or expected cash payments principally to manage the Corporation’s interest rate risk. Additionally, the Corporation enters into interest rate derivatives to accommodate the business requirements of its customers. All derivatives are recognized as either assets or liabilities on the balance sheet and are measured at fair value.  The accounting for changes in the fair value of derivatives depends on the intended use of the derivative and resulting designation.

Interest Rate Risk Management Agreements
Interest rate risk management agreements, such as caps, swaps and floors, are used from time to time as part of the Corporation’s interest rate risk management strategy. Interest rate swaps are agreements in which the Corporation and another party agree to exchange interest payments (e.g., fixed-rate for variable-rate payments) computed on a notional principal amount. Interest rate caps and floors represent options purchased by the Corporation to manage the interest rate paid throughout the term of the option contract. The credit risk associated with these transactions is the risk of default by the counterparty. To minimize this risk, the Corporation enters into interest rate agreements only with highly rated counterparties that management believes to be creditworthy. The notional amounts of these agreements do not represent amounts exchanged by the parties and, thus, are not a measure of the potential loss exposure.

Cash Flow Hedging Instruments
As of September 30, 2019March 31, 2020 and December 31, 2018,2019, the BancorpCorporation had 2 interest rate caps with a total notional amount of $22.7 million that were designated as cash flow hedges to hedge the interest rate risk associated with our variable rate junior subordinated debentures. For both interest rate caps, the BancorpCorporation obtained the right to receive the difference between 3-month LIBOR and a 4.5% strike. The caps mature in November and December of 2020.

As of September 30, 2019March 31, 2020 and December 31, 2018,2019, the BankCorporation had 2 interest rate swap contracts with a total notional amount of $60.0 million that were designated as cash flow hedges to hedge the interest rate risk associated with short-term variable rate FHLB advances. The interest rate swaps mature in 2021 and 2023.

As of September 30, 2019 and DecemberMarch 31, 2018,2020, the BankCorporation had 32 interest rate floor contracts, with acompared to three interest rate floor contracts as of December 31, 2019. The total notional amount of the interest rate floor contracts were $200.0 million and $300.0 million, thatrespectively, as of March 31, 2020 and December 31, 2019. These contracts were designated as cash flow hedges to hedge the interest rate risk associated with a pool of variable rate commercial loans. The BankCorporation obtained the right to receive the difference between 1-month LIBOR and a 1.0% strike for each of the interest rate floors. During the three months ended March 31, 2020, one interest rate floor contact matured. The remaining two floors mature in June and September of 2020.

The changes in fair value of derivatives designated as cash flow hedges are recorded in other comprehensive income and subsequently reclassified to earnings when gains or losses are realized.

Loan Related Derivative Contracts
Interest Rate Swap Contracts with Customers
The Corporation has entered into interest rate swap contracts to help commercial loan borrowers manage their interest rate risk.  The interest rate swap contracts with commercial loan borrowers allow them to convert variable-rate loan payments to fixed-rate loan payments.  When we enterthe Corporation enters into an interest rate swap contract with a commercial loan borrower, weit simultaneously enterenters into a “mirror” swap contract with a third party.  The third party exchanges the client’s fixed-rate loan payments for variable-rate loan payments.  We retainThe Corporation retains the risk that is associated with the potential failure of counterparties and the risk inherent in originating loans.  As of September 30, 2019March 31, 2020 and December 31, 2018,2019, Washington Trust had interest rate swap contracts with commercial loan borrowers with notional amounts of $729.9$960.5 million and $648.0$813.5 million, respectively, and equal amounts of “mirror” swap contracts with third-party financial institutions.  These derivatives are not designated as hedges and therefore, changes in fair value are recognized in earnings.



- 30-



Condensed Notes to Unaudited Consolidated Financial Statements – (continued)

Risk Participation Agreements
The Corporation has entered into risk participation agreements with other banks in commercial loan arrangements. Participating banks guarantee the performance on borrower-related interest rate swap contracts. These derivatives are not designated as hedges and therefore, changes in fair value are recognized in earnings.

Under a risk participation-out agreement, a derivative asset, the Corporation participates out a portion of the credit risk associated with the interest rate swap position executed with the commercial borrower for a fee paid to the participating bank. Under a


- 28-



Condensed Notes to Unaudited Consolidated Financial Statements – (continued)

risk participation-in agreement, a derivative liability, the Corporation assumes, or participates in, a portion of the credit risk associated with the interest rate swap position with the commercial borrower for a fee received from the other bank.

As of September 30, 2019,March 31, 2020, the notional amounts of risk participation-out agreements and risk participation-in agreements were $44.5$61.0 million and $73.0$88.6 million, respectively, compared to $57.3$61.2 million and $46.5$72.9 million, respectively, as of December 31, 2018.2019.

Foreign Exchange Contracts
Foreign exchange contracts represent contractual commitments to buy or sell a foreign currency on a future date at a specified price. The Corporation uses these foreign exchange contracts on a limited basis to reduce its exposure to fluctuations in currency exchange rates associated with a commercial loan that is denominated in a foreign currency. These derivatives are not designated as hedges and therefore changes in fair value are recognized in earnings. The changes in fair value on the foreign exchange contracts substantially offset the foreign currency translation gains and losses on the related commercial loan.

As of September 30, 2019 and December 31, 2018, the notional amount of foreign exchange contracts was $2.6 million and $2.8 million, respectively.

Mortgage Loan Commitments
Interest rate lock commitments are extended to borrowers and relate to the origination of mortgage loans held for sale.  To mitigate the interest rate risk and pricing risk associated with rate locks and mortgage loans held for sale, the Corporation enters into forward sale commitments. Forward sale commitments are contracts for delayed delivery or net settlement of the underlying instrument, such as a residential real estate mortgage loan, where the seller agrees to deliver on a specified future date, either a specified instrument at a specified price or yield or the net cash equivalent of an underlying instrument. Both interest rate lock commitments and forward sale commitments are derivative financial instruments, but do not meet criteria for hedge accounting and therefore, the changes in fair value of these commitments are reflected in earnings.

As of September 30, 2019,March 31, 2020, the notional amounts of interest rate lock commitments and forward sale commitments were $84.8$161.7 million and $156.6$220.3 million, respectively, compared to $30.851.4 million and $62.094.8 million, respectively, as of December 31, 2018.2019.


- 29-31-



Condensed Notes to Unaudited Consolidated Financial Statements – (continued)


The following table presents the fair values of derivative instruments in the Corporation’s Unaudited Consolidated Balance Sheets:
(Dollars in thousands)Asset Derivatives Liability DerivativesDerivative Assets Derivative Liabilities
 Fair Value Fair Value Fair Value Fair Value
Balance Sheet LocationSep 30, 2019 Dec 31, 2018 Balance Sheet LocationSep 30, 2019 Dec 31, 2018Balance Sheet LocationMar 31, 2020 Dec 31, 2019 Balance Sheet LocationMar 31, 2020 Dec 31, 2019
Derivatives Designated as Cash Flow Hedging Instruments:                
Interest rate risk management contracts:                
Interest rate capsOther assets
$—
 
$20
 Other liabilities
$—
 
$—
Other assets
$—
 
$—
 Other liabilities
$—
 
$—
Interest rate swapsOther assets2
 903
 Other liabilities1,000
 
Other assets
 
 Other liabilities2,489
 730
Interest rate floorsOther assets69
 37
 Other liabilities
 
Other assets236
 3
 Other liabilities
 
Derivatives not Designated as Hedging Instruments:                
Loan related derivative contracts:                
Interest rate swaps with customersOther assets37,765
 5,340
 Other liabilities80
 7,719
Other assets84,833
 27,736
 Other liabilities9
 358
Mirror swaps with counterpartiesOther assets80
 7,592
 Other liabilities37,913
 5,392
Other assets8
 351
 Other liabilities85,108
 27,819
Risk participation agreementsOther assets1
 
 Other liabilities3
 
Other assets11
 1
 Other liabilities3
 1
Foreign exchange contractsOther assets6
 
 Other liabilities
 7
Forward loan commitments:        
Mortgage loan commitments:        
Interest rate lock commitmentsOther assets1,762
 806
 Other liabilities1
 
Other assets4,937
 1,097
 Other liabilities105
 
Forward sale commitmentsOther assets393
 
 Other liabilities977
 816
Other assets128
 30
 Other liabilities3,676
 827
Gross amounts 40,078
 14,698
 39,974
 13,934
 90,153
 29,218
 91,390
 29,735
Less amounts offset in Consolidated Balance Sheets (1)
 157
 10,732
 157
 10,732
 244
 354
 244
 354
Net amounts presented in Consolidated Balance Sheets 39,921
 3,966
 39,817
 3,202
 89,909
 28,864
 91,146
 29,381
Less collateral pledged (2)
 
 
 37,695
 1,460
 
 
 30,051
 27,105
Net amounts 
$39,921
 
$3,966
 
$2,122
 
$1,742
 
$89,909
 
$28,864
 
$61,095
 
$2,276

(1)Interest rate risk management contracts and loan related derivative contracts with counterparties are subject to master netting arrangements.
(2)Collateral pledged to derivative counterparties is in the form of cash. Washington Trust may need to post additional collateral in the future in proportion to potential increases in unrealized loss positions.

The following tables present the effect of derivative instruments in the Corporation’s Unaudited Consolidated Statements of Changes in Shareholders’ Equity and Unaudited Consolidated Statements of Income:
(Dollars in thousands)
Gain (Loss) Recognized in
Other Comprehensive Income, Net of Tax
Gain (Loss) Recognized in
Other Comprehensive Income, Net of Tax
Three Months Nine Months
Periods ended September 30,2019 2018 2019 2018
Three months ended March 31,2020 2019
Derivatives Designated as Cash Flow Hedging Instruments:          
Interest rate risk management contracts:          
Interest rate caps
$18
 
$17
 
$32
 
$66

$22
 
$—
Interest rate swaps(211) 189
 (1,442) 1,322
(1,325) (466)
Interest rate floors22
 (51) 175
 21
253
 24
Total
($171) 
$155
 
($1,235) 
$1,409

($1,050) 
($442)

For derivatives designated as cash flow hedging instruments, see Note 15 for additional disclosure pertaining to the amounts and location of reclassifications from accumulated other comprehensive income into earnings.



- 30-32-



Condensed Notes to Unaudited Consolidated Financial Statements – (continued)

(Dollars in thousands) 
Amount of Gain (Loss)
Recognized in Income on Derivatives
 
Amount of Gain (Loss)
Recognized in Income on Derivatives
 Three Months Nine Months
Periods ended September 30,Statement of Income Location2019 2018 2019 2018
Three months ended March 31,Statement of Income Location2020 2019
Derivatives not Designated as Hedging Instruments:            
Loan related derivative contracts:            
Interest rate swaps with customersLoan related derivative income
$12,284
 
($3,178) 39,568
 (15,374)Loan related derivative income
$58,531
 
$10,310
Mirror swaps with counterpartiesLoan related derivative income(11,108) 3,415
 (36,958) 16,384
Loan related derivative income(56,190) (9,604)
Risk participation agreementsLoan related derivative income213
 25
 213
 25
Loan related derivative income114
 
Foreign exchange contractsLoan related derivative income18
 16
 54
 52
Loan related derivative income
 18
Forward loan commitments:        
Mortgage loan commitments:    
Interest rate lock commitmentsMortgage banking revenues(340) (504) 
$955
 
($327)Mortgage banking revenues3,736
 685
Forward sale commitmentsMortgage banking revenues(101) 316
 (1,969) 1,552
Mortgage banking revenues(3,634) (429)
Total 
$966
 
$90
 
$1,863
 
$2,312
 
$2,557
 
$980


Note 10 - Fair Value Measurements
The Corporation uses fair value measurements to record fair value adjustments on certain assets and liabilities and to determine fair value disclosures.  Items recorded at fair value on a recurring basis include securities available for sale, mortgage loans held for sale and derivatives.  Additionally, from time to time, we may be required to record at fair value other assets on a nonrecurring basis, such as collateral dependent individually analyzed / impaired loans, property acquired through foreclosure or repossession and mortgage servicing rights.  These nonrecurring fair value adjustments typically involve the application of lower of cost or market accounting or write-downs of individual assets.

Fair value is a market-based measurement, not an entity-specific measurement.  Fair value measurements are determined based on the assumptions the market participants would use in pricing the asset or liability.  In addition, GAAP specifies a hierarchy of valuation techniques based on whether the types of valuation information (“inputs”) are observable or unobservable.  Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect the Corporation’s market assumptions.  These two types of inputs have created the following fair value hierarchy:

Level 1 – Quoted prices for identical assets or liabilities in active markets.
Level 2 – Quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in inactive markets; and model-derived valuations in which all significant inputs and significant value drivers are observable in active markets.
Level 3 – Valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable in the markets and which reflect the Corporation’s market assumptions.

Fair Value Option Election
GAAP allows for the irrevocable option to elect fair value accounting for the initial and subsequent measurement for certain financial assets and liabilities on a contract-by-contract basis. The Corporation has elected the fair value option for mortgage loans held for sale to better match changes in fair value of the loans with changes in the fair value of the forward sale commitment contracts used to economically hedge them.

The following table presents a summary of mortgage loans held for sale accounted for under the fair value option:
(Dollars in thousands)September 30,
2019
December 31,
2018
March 31,
2020
December 31,
2019
Aggregate fair value
$44,657

$20,996

$49,751

$27,833
Aggregate principal balance43,696
20,498
48,199
27,168
Difference between fair value and principal balance
$961

$498

$1,552

$665


Changes in fair value of mortgage loans held for sale accounted for under the fair value option election amounted to a decrease of $82 thousand and an increase of $462$887 thousand in the three and nine months ended September 30, 2019, respectively,March 31, 2020, compared to a decrease of $135 thousand in the three months ended March 31, 2019. These amounts were partially offset in earnings by the changes in fair value of forward sale commitments


- 31-33-



Condensed Notes to Unaudited Consolidated Financial Statements – (continued)

to decreases of $352 thousand and $240 thousand in the three and nine months ended September 30, 2018, respectively. These amounts were partially offset in earnings by the changes in fair value of forward sale commitments used to economically hedge them. The changes in fair value are reported as a component of mortgage banking revenues in the Unaudited Consolidated Statements of Income.

There were no mortgage loans held for sale 90 days or more past due as of September 30, 2019March 31, 2020 and December 31, 2018.2019.

Valuation Techniques
Debt Securities
Available for sale debt securities are recorded at fair value on a recurring basis.  When available, the Corporation uses quoted market prices to determine the fair value of debt securities; such items are classified as Level 1. There were no Level 1 debt securities held at September 30, 2019March 31, 2020 and December 31, 2018.2019.

Level 2 debt securities are traded less frequently than exchange-traded instruments. The fair value of these securities is determined using matrix pricing with inputs that are observable in the market or can be derived principally from or corroborated by observable market data.  This category includes obligations of U.S. government-sponsored enterprises, including mortgage-backed securities, obligations of states and political subdivisions, individual name issuer trust preferred debt securities and corporate bonds.

Debt securities not actively traded whose fair value is determined through the use of cash flows utilizing inputs that are unobservable are classified as Level 3. There were no Level 3 debt securities held at September 30, 2019March 31, 2020 and December 31, 2018.2019.

Mortgage Loans Held for Sale
The fair value of mortgage loans held for sale is estimated based on current market prices for similar loans in the secondary market and therefore are classified as Level 2 assets.

Collateral Dependent Individually Analyzed / Impaired Loans
The fair value of collateral dependent loans that are individually analyzed or were previously deemed to be impaired is determined based upon the appraised fair value of the underlying collateral. Such collateral primarily consists of real estate and, to a lesser extent, other business assets. For collateral dependent loans for which repayment is dependent onto be provided substantially through the sale of the collateral, management adjusts the fair value for estimated costs to sell. For collateral dependent loans for which repayment is dependent onto be provided substantially through the operation of the collateral, such as accruing troubled debt restructured loans, estimated costs to sell are not incorporated into the measurement. Management may also adjust appraised values to reflect estimated market value declines or apply other discounts to appraised values resulting from its knowledge of the property.collateral. Internal valuations aremay be utilized to determine the fair value of other business assets. Collateraldependent individually analyzed / impaired loans are categorized as Level 3.

Property Acquired Through Foreclosure or Repossession
Property acquired through foreclosure or repossession included in other assets in the Unaudited Consolidated Balance Sheets is adjusted to fair value less costs to sell upon transfer out of loans through a charge to allowance for loan losses.credit losses on loans. Subsequently, it is carried at the lower of carrying value or fair value less costs to sell. Such subsequent valuation charges are charged through earnings. Fair value is generally based upon appraised values of the collateral. Management may adjust appraised values to reflect estimated market value declines or apply other discounts to appraised values for unobservable factors resulting from its knowledge of the property, and such property is categorized as Level 3.

Derivatives
Interest rate cap, swap and floor contracts are traded in over-the-counter markets where quoted market prices are not readily available.  Fair value measurements are determined using independent pricing models that utilize primarily market observable inputs, such as swap rates of different maturities and LIBOR rates. The Corporation also evaluates the credit risk of its counterparties, as well as that of the Corporation.  Accordingly, factors such as the likelihood of default by the Corporation and its counterparties, its net exposures and remaining contractual life are considered in determining if any fair value adjustments related to credit risk are required.  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, if any. Although the Corporation has determined that the majority of the inputs used to value its interest rate swap, cap and floor contracts fall within Level 2 of the fair value hierarchy, the credit valuation adjustments associated with interest rate contracts and risk participation agreements utilize Level 3 inputs, such as estimates of current credit spreads to evaluate the likelihood of default by the Corporation and its counterparties.


- 32-



Condensed Notes to Unaudited Consolidated Financial Statements – (continued)

However, as of September 30, 2019March 31, 2020 and December 31, 2018,2019, the Corporation has assessed the significance of the impact of the credit valuation adjustments on the overall valuation of its derivative positions and has determined that the credit valuation adjustments


- 34-



Condensed Notes to Unaudited Consolidated Financial Statements – (continued)

are not significant to the overall valuation of its derivatives. As a result, the Corporation has classified its derivative valuations in their entirety as Level 2.

Fair value measurements of forward loan commitments (interest rate lock commitments and forward sale commitments) are primarily based on current market prices for similar assets in the secondary market for mortgage loans and therefore are classified as Level 2 assets. The fair value of interest rate lock commitments is also dependent on the ultimate closing of the loans. Pull-through rates are based on the Corporation’s historical data and reflect the Corporation’s best estimate of the likelihood that a commitment will result in a closed loan. Although the pull-through rates are Level 3 inputs, the Corporation has assessed the significance of the impact of pull-through rates on the overall valuation of its interest rate lock commitments and has determined that they are not significant to the overall valuation. As a result, the Corporation has classified its interest rate lock commitments as Level 2.

Contingent Consideration Liability
A contingent consideration liability was recognized upon the completion of the Halsey Associates, Inc. acquisition on August 1, 2015 representing the estimated present value of future earn-outs to be paid based on the future revenue growth of the acquired business during the five-year period following the acquisition.

The fair value measurement was based upon unobservable inputs; therefore, the contingent liability was classified within Level 3 of the fair value hierarchy. The unobservable inputs included probability estimates regarding the likelihood of achieving revenue growth targets and the discount rates utilized the discounted cash flow calculations applied to the estimated earn-outs to be paid. The contingent consideration liability was remeasured to fair value at each reporting period taking into consideration changes in those unobservable inputs. Changes in the fair value of the contingent consideration liability were included in noninterest expenses in the Consolidated Statements of Income.

One of the two earn-out periods associated with this contingent consideration liability ended December 31, 2017 and a payment of $1.2 million was made by the Corporation in the first quarter of 2018. The likelihood of payout on the remaining earn-out period had been deemed remote and as a result the fair value of the contingent consideration liability was reduced to 0 in the fourth quarter of 2018. There have been no changes to the fair value of the contingent consideration liability for the three and nine months ended September 30, 2019.



- 33-



Condensed Notes to Unaudited Consolidated Financial Statements – (continued)

Items Recorded at Fair Value on a Recurring Basis
The following tables present the balances of assets and liabilities reported at fair value on a recurring basis:
(Dollars in thousands)Total
Quoted Prices in Active Markets for Identical Assets
(Level 1)
Significant Other Observable Inputs
(Level 2)
Significant Unobservable Inputs
(Level 3)
Total
Quoted Prices in Active Markets for Identical Assets
(Level 1)
Significant Other Observable Inputs
(Level 2)
Significant Unobservable Inputs
(Level 3)
September 30, 2019
March 31, 2020Total
Quoted Prices in Active Markets for Identical Assets
(Level 1)
Significant Other Observable Inputs
(Level 2)
Significant Unobservable Inputs
(Level 3)
Assets: 
Available for sale debt securities:  
Obligations of U.S. government-sponsored enterprises
$197,324

$—

$197,324

$—

$133,501

$—

$133,501

$—
Mortgage-backed securities issued by U.S. government agencies and U.S. government-sponsored enterprises664,905

664,905

764,344

764,344

Individual name issuer trust preferred debt securities12,421

12,421

11,096

11,096

Corporate bonds12,370

12,370

8,451

8,451

Mortgage loans held for sale44,657

44,657

49,751

49,751

Derivative assets39,921

39,921

89,909

89,909

Total assets at fair value on a recurring basis
$971,598

$—

$971,598

$—

$1,057,052

$—

$1,057,052

$—
Liabilities:  
Derivative liabilities
$39,817

$—

$39,817

$—

$91,146

$—

$91,146

$—
Total liabilities at fair value on a recurring basis
$39,817

$—

$39,817

$—

$91,146

$—

$91,146

$—




(Dollars in thousands)TotalQuoted Prices in Active Markets for Identical Assets
(Level 1)
Significant Other Observable Inputs
(Level 2)
Significant Unobservable Inputs
(Level 3)
December 31, 2018
Assets:    
Available for sale debt securities:    
Obligations of U.S. government-sponsored enterprises
$242,683

$—

$242,683

$—
Mortgage-backed securities issued by U.S. government agencies and U.S. government-sponsored enterprises660,793

660,793

Obligations of states and political subdivisions937

937

Individual name issuer trust preferred debt securities11,772

11,772

Corporate bonds11,625

11,625

Mortgage loans held for sale20,996

20,996

Derivative assets3,966

3,966

Total assets at fair value on a recurring basis
$952,772

$—

$952,772

$—
Liabilities:    
Derivative liabilities
$3,202

$—

$3,202

$—
Total liabilities at fair value on a recurring basis
$3,202

$—

$3,202

$—

- 35-



Condensed Notes to Unaudited Consolidated Financial Statements – (continued)

(Dollars in thousands)TotalQuoted Prices in Active Markets for Identical Assets
(Level 1)
Significant Other Observable Inputs
(Level 2)
Significant Unobservable Inputs
(Level 3)
December 31, 2019
Assets:    
Available for sale debt securities:    
Obligations of U.S. government-sponsored enterprises
$157,648

$—

$157,648

$—
Mortgage-backed securities issued by U.S. government agencies and U.S. government-sponsored enterprises719,080

719,080

Individual name issuer trust preferred debt securities12,579

12,579

Corporate bonds10,183

10,183

Mortgage loans held for sale27,833

27,833

Derivative assets28,864

28,864

Total assets at fair value on a recurring basis
$956,187

$—

$956,187

$—
Liabilities:    
Derivative liabilities
$29,381

$—

$29,381

$—
Total liabilities at fair value on a recurring basis
$29,381

$—

$29,381

$—


It is the Corporation’s policy to review and reflect transfers between Levels as of the financial statement reporting date. There were no transfers in and/or out of Level 1, 2 or 3 during the nine months ended September 30, 2019 and 2018.
    



- 34-



Condensed Notes to Unaudited Consolidated Financial Statements – (continued)

Items Recorded at Fair Value on a Nonrecurring Basis
The following table presents the carrying value of assets held at September 30, 2019,March 31, 2020, which were written down to fair value during the ninethree months ended September 30, 2019:March 31, 2020:
(Dollars in thousands)Total Quoted Prices in Active Markets for Identical Assets
(Level 1)
 Significant Other Observable Inputs
(Level 2)
 Significant Unobservable Inputs
(Level 3)
Total Quoted Prices in Active Markets for Identical Assets
(Level 1)
 Significant Other Observable Inputs
(Level 2)
 Significant Unobservable Inputs
(Level 3)
   
Assets:              
Collateral dependent impaired loans
$1,451
 
$—
 
$—
 
$1,451
Property acquired through foreclosure or repossession2,000
 
 
 2,000
Collateral dependent individually analyzed CRE loan
$444
 
$—
 
$—
 
$444
Total assets at fair value on a nonrecurring basis
$3,451
 
$—
 
$—
 
$3,451

$444
 
$—
 
$—
 
$444

The allowance for loan lossesACL on all collateral dependent impairedindividually analyzed loans amounted to $221$529 thousand at September 30, 2019.March 31, 2020.

The following table presents the carrying value of assets held at December 31, 2018,2019, which were written down to fair value during the year ended December 31, 2018:2019:
(Dollars in thousands)Total Quoted Prices in Active Markets for Identical Assets
(Level 1)
 Significant Other Observable Inputs
(Level 2)
 Significant Unobservable Inputs
(Level 3)
   
Assets:       
Collateral dependent impaired loans
$883
 
$—
 
$—
 
$883
Property acquired through foreclosure or repossession2,142
 
 
 2,142
Total assets at fair value on a nonrecurring basis
$3,025
 
$—
 
$—
 
$3,025

(Dollars in thousands)Total Quoted Prices in Active Markets for Identical Assets
(Level 1)
 Significant Other Observable Inputs
(Level 2)
 Significant Unobservable Inputs
(Level 3)
   
Assets:       
Collateral dependent impaired loans
$1,448
 
$—
 
$—
 
$1,448
Property acquired through foreclosure or repossession1,109
 
 
 1,109
Total assets at fair value on a nonrecurring basis
$2,557
 
$—
 
$—
 
$2,557

The allowance for loan losses on all collateral dependent impaired loans amounted to $24$871 thousand at December 31, 2018.2019.



- 36-



Condensed Notes to Unaudited Consolidated Financial Statements – (continued)

The following tables present valuation techniques and unobservable inputs for assets measured at fair value on a nonrecurring basis for which the Corporation has utilized Level 3 inputs to determine fair value:
(Dollars in thousands)Fair ValueValuation TechniqueUnobservable Input
Range of Inputs Utilized
(Weighted Average)
September 30, 2019
Collateral dependent impaired loans
$1,451
Appraisals of collateralDiscount for costs to sell0% - 18% (13%)
   Appraisal adjustments (1)0% - 100% (19%)
Property acquired through foreclosure or repossession
$2,000
Appraisals of collateralDiscount for costs to sell20%
   Appraisal adjustments (1)13%
(Dollars in thousands)Fair ValueValuation TechniqueUnobservable Input
Range of Inputs Utilized
(Weighted Average)
March 31, 2020
Collateral dependent individually analyzed loans
$444
Appraisals of collateralDiscount for costs to sell10% - 100% (42%)
Appraisal adjustments (1)0% - 23% (15%)
(1)Management may adjust appraisal values to reflect market value declines or other discounts resulting from its knowledge of the property.



- 35-



Condensed Notes to Unaudited Consolidated Financial Statements – (continued)

(Dollars in thousands)Fair ValueValuation TechniqueUnobservable Input
Range of Inputs Utilized
(Weighted Average)
Fair ValueValuation TechniqueUnobservable Input
Range of Inputs Utilized
(Weighted Average)
December 31, 2018
December 31, 2019Fair ValueValuation TechniqueUnobservable Input
Range of Inputs Utilized
(Weighted Average)
Collateral dependent impaired loans
$883
Appraisals of collateralDiscount for costs to sell0% - 10% (10%)
  Appraisal adjustments (1)0% - 100% (2%)  Appraisal adjustments (1)0% - 100% (67%)
Property acquired through foreclosure or repossession
$2,142
Appraisals of collateralDiscount for costs to sell13%
$1,109
Appraisals of collateralDiscount for costs to sell12%
  Appraisal adjustments (1)12% - 28% (20%)  Appraisal adjustments (1)22%
(1)Management may adjust appraisal values to reflect market value declines or other discounts resulting from its knowledge of the property.

Valuation of Financial Instruments
The estimated fair values and related carrying amounts for financial instruments for which fair value is only disclosed are presented below as of the periods indicated. The tables exclude financial instruments for which the carrying value approximates fair value such as cash and cash equivalents, FHLB stock, accrued interest receivable, bank-owned life insurance, non-maturity deposits and accrued interest payable.
(Dollars in thousands)     
September 30, 2019Carrying Amount
Total
Fair Value
Quoted Prices in Active Markets for Identical Assets
(Level 1)
Significant Other Observable Inputs
(Level 2)
Significant Unobservable Inputs
(Level 3)
Financial Assets:     
Loans, net of allowance for loan losses
$3,751,109

$3,749,391

$—

$—

$3,749,391
      
Financial Liabilities:     
Time deposits
$1,223,662

$1,239,646

$—

$1,239,646

$—
FHLB advances956,786
962,160

962,160

Junior subordinated debentures22,681
19,265

19,265



(Dollars in thousands)  
December 31, 2018Carrying Amount
Total
Fair Value
Quoted Prices in Active Markets for Identical Assets
(Level 1)
Significant Other Observable Inputs
(Level 2)
Significant Unobservable Inputs
(Level 3)
March 31, 2020Carrying Amount
Total
Fair Value
Quoted Prices in Active Markets for Identical Assets
(Level 1)
Significant Other Observable Inputs
(Level 2)
Significant Unobservable Inputs
(Level 3)
Financial Assets:  
Held to maturity debt securities
$10,415

$10,316

$—

$10,316

$—
Loans, net of allowance for loan losses3,653,288
3,598,025


3,598,025
Loans, net of allowance for credit losses on loans
$4,050,731

$4,013,945

$—

$—

$4,013,945
  
Financial Liabilities:  
Time deposits
$1,255,108

$1,269,433

$—

$1,269,433

$—

$1,208,978

$1,220,528

$—

$1,220,528

$—
FHLB advances950,722
950,691

950,691

1,198,534
1,211,630

1,211,630

Junior subordinated debentures22,681
19,226

19,226

22,681
17,714

17,714





- 36-37-



Condensed Notes to Unaudited Consolidated Financial Statements – (continued)

(Dollars in thousands)     
December 31, 2019Carrying Amount
Total
Fair Value
Quoted Prices in Active Markets for Identical Assets
(Level 1)
Significant Other Observable Inputs
(Level 2)
Significant Unobservable Inputs
(Level 3)
Financial Assets:     
Loans, net of allowance for loan losses
$3,865,985

$3,869,192

$—

$—

$3,869,192
      
Financial Liabilities:     
Time deposits
$1,069,323

$1,082,830

$—

$1,082,830

$—
FHLB advances1,141,464
1,145,242

1,145,242

Junior subordinated debentures22,681
19,628

19,628



Note 11 - Revenue from Contracts with Customers
The following tables summarize total revenues as presented in the Unaudited Consolidated Statements of Income and the related amounts whichthat are from contracts with customers within the scope of Topic 606. As shown below, a substantial portion of our revenues are specifically excluded from the scope of Topic 606.
For the three months ended September 30,2019 2018
For the three months ended March 31,2020 2019
(Dollars in thousands)As reported in Consolidated Statements of IncomeRevenue from contracts in scope of Topic 606 As reported in Consolidated Statements of IncomeRevenue from contracts in scope of Topic 606
Revenue (1)
ASC 606 Revenue (2)
 
Revenue (1)
ASC 606 Revenue (2)
Net interest income
$32,978

$—
 
$33,449

$—

$32,602

$—
 
$34,584

$—
Noninterest income:      
Asset-based wealth management revenues9,013
9,013
 9,322
9,322
8,355
8,355
 8,921
8,921
Transaction-based wealth management revenues140
140
 132
132
334
334
 331
331
Total wealth management revenues9,153
9,153
 9,454
9,454
8,689
8,689
 9,252
9,252
Mortgage banking revenues4,840

 2,624

6,096

 2,646

Card interchange fees1,099
1,099
 983
983
947
947
 997
997
Service charges on deposit accounts939
939
 885
885
860
860
 875
875
Loan related derivative income1,407

 278

2,455

 724

Income from bank-owned life insurance569

 572

564

 649

Net realized losses on securities

 

Other income335
323
 419
419
316
247
 224
224
Total noninterest income18,342
11,514
 15,215
11,741
19,927
10,743
 15,367
11,348
Total revenues
$51,320

$11,514
 
$48,664

$11,741

$52,529

$10,743
 
$49,951

$11,348
(1)As reported in the Consolidated Statements of Income.
(2)Revenue from contracts with customers in scope of ASC 606.
The Corporation recognizes revenue that is transactional in nature and such revenue is earned at a point in time. Revenue that is recognized at a point in time includes card interchange fees (fee income related to debit card transactions), ATM fees, wire transfer fees, overdraft charge fees, and stop-payment and returned check fees. Such revenue is derived from transactional information and is recognized as revenue immediately as the transactions occur or upon providing the service to complete the customer’s transaction.


The Corporation recognizes revenue over a period of time, generally monthly, as services are performed and performance obligations are satisfied. Such revenue includes wealth management revenues and service charges on deposit accounts. Wealth management revenues are categorized as either asset-based revenues or transaction-based revenues. Asset-based revenues include trust and investment management fees that are earned based upon a percentage of asset values under administration. Transaction-based revenues include financial planning fees, tax preparation fees, commissions and other service fees. Fee revenue from service charges on deposit accounts represent the service charges assessed to customers who hold deposit accounts at the Bank.
For the nine months ended September 30,2019 2018
(Dollars in thousands)As reported in Consolidated Statements of IncomeRevenue from contracts in scope of Topic 606 As reported in Consolidated Statements of IncomeRevenue from contracts in scope of Topic 606
Net interest income
$101,420

$—
 
$98,412

$—
Noninterest income:     
Asset-based wealth management revenues27,075
27,075
 28,413
28,413
Transaction-based wealth management revenues879
879
 916
916
Total wealth management revenues27,954
27,954
 29,329
29,329
Mortgage banking revenues11,126

 8,403

Card interchange fees3,114
3,114
 2,791
2,791
Service charges on deposit accounts2,743
2,743
 2,651
2,651
Loan related derivative income2,877

 1,087

Income from bank-owned life insurance1,784

 1,624

Net realized losses on securities(80)
 

Other income944
917
 1,066
1,051
Total noninterest income50,462
34,728
 46,951
35,822
Total revenues
$151,882

$34,728
 
$145,363

$35,822



- 37-38-



Condensed Notes to Unaudited Consolidated Financial Statements – (continued)


The following table presents revenue from contracts with customers based on the timing of revenue recognition:
(Dollars in thousands)Three Months Nine Months 
Periods ended September 30,20192018 20192018
Three months ended March 31,2020
2019
Revenue recognized at a point in time:    
Card interchange fees
$1,099

$983
 
$3,114

$2,791

$947

$997
Service charges on deposit accounts728
670
 2,109
2,045
667
662
Other income268
258
 771
732
200
179
Revenue recognized over time:    
Wealth management revenues9,153
9,454
 27,954
29,329
8,689
9,252
Service charges on deposit accounts211
215
 634
606
193
213
Other income55
161
 146
319
47
45
Total revenues from contracts in scope of Topic 606
$11,514

$11,741
 
$34,728

$35,822

$10,743

$11,348


Receivables for revenue from contracts with customers primarily consist of amounts due from customers for wealth management services performed for which the Corporation’s performance obligations have been fully satisfied. Receivables amounted to $4.8$4.0 million at both September 30, 2019 andMarch 31, 2020, compared to $4.5 million at December 31, 20182019 and were included in other assets in the Unaudited Consolidated Balance Sheets.

Deferred revenues, which are considered contract liabilities under Topic 606, represent advance consideration received from customers for which the Corporation has a remaining performance obligation to fulfill. Contract liabilities are recognized as revenue over the life of the contract as the performance obligations are satisfied. The balances of contract liabilities were insignificant at both September 30, 2019March 31, 2020 and December 31, 20182019 and were included in other liabilities in the Unaudited Consolidated Balance Sheets.

For commissions and incentives that are in-scope of Topic 606, such as those paid to employees in our wealth management services and commercial banking segments in order to obtain customer contracts, contract cost assets are established. The contract cost assets are capitalized and amortized over the estimated useful life that the asset is expected to generate benefits. The carrying value of contract cost assets amounted to $683$905 thousand at September 30, 2019, compared to $458 thousand atboth March 31, 2020 and December 31, 20182019 and were included in other assets in the Unaudited Consolidated Balance Sheets.



- 38-39-



Condensed Notes to Unaudited Consolidated Financial Statements – (continued)

Note 12 - Defined Benefit Pension Plans
Washington Trust maintains a qualified pension plan for the benefit of certain eligible employees who were hired prior to October 1, 2007. Washington Trust also has non-qualified retirement plans to provide supplemental retirement benefits to certain employees, as defined in the plans. The defined benefit pension plans were previously amended to freeze benefit accruals after a 10-year transition period ending in December 2023.

The qualified pension plan is funded on a current basis, in compliance with the requirements of ERISA.

The following table presents components of net periodic benefit cost and other amounts recognized in other comprehensive income (loss), on a pre-tax basis:
(Dollars in thousands)Qualified Pension Plan Non-Qualified Retirement PlansQualified
Pension Plan
 Non-Qualified Retirement Plans
Three Months Nine Months Three Months Nine Months
Periods ended September 30,20192018 20192018 20192018 20192018
Three months ended March 31,20202019 20202019
Net Periodic Benefit Cost:            
Service cost (1)
$510

$561
 
$1,528

$1,683
 
$31

$27
 
$94

$81

$541

$509
 
$43

$31
Interest cost (2)741
679
 2,225
2,036
 140
119
 422
356
626
742
 116
141
Expected return on plan assets (2)(1,124)(1,318) (3,371)(3,954) 

 

(1,135)(1,124) 

Amortization of prior service credit (2)(4)(6) (12)(17) 

 


(4) 

Recognized net actuarial loss (2)198
374
 594
1,122
 104
103
 307
308
396
198
 140
102
Net periodic benefit cost
$321

$290
 
$964

$870
 
$275

$249
 
$823

$745

$428

$321
 
$299

$274

(1)Included in salaries and employee benefits expense in the Unaudited Consolidated Statements of Income.
(2)Included in other expenses in the Unaudited Consolidated Statements of Income.

The following table presents the measurement date and weighted-average assumptions used to determine net periodic benefit cost:
Qualified Pension Plan Non-Qualified Retirement PlansQualified Pension Plan Non-Qualified Retirement Plans
For the nine months ended September 30,2019 2018 2019 2018
For the three months ended March 31,2020 2019 2020 2019
Measurement dateDec 31, 2018 Dec 31, 2017 Dec 31, 2018 Dec 31, 2017Dec 31, 2019 Dec 31, 2018 Dec 31, 2019 Dec 31, 2018
Equivalent single discount rate for benefit obligations4.38% 3.69% 4.28% 3.58%3.42% 4.38% 3.30% 4.28%
Equivalent single discount rate for service cost4.44 3.76��4.48 3.793.54 4.44 3.62 4.48
Equivalent single discount rate for interest cost4.12 3.42 3.98 3.223.07 4.12 2.93 3.98
Expected long-term return on plan assets5.75 6.75 N/A N/A5.75 5.75 N/A N/A
Rate of compensation increase3.75 3.75 3.75 3.753.75 3.75 3.75 3.75




- 39-40-



Condensed Notes to Unaudited Consolidated Financial Statements – (continued)

Note 13 - Share-Based Compensation Arrangements
During the ninethree months ended September 30, 2019,March 31, 2020, the Corporation granted performance share unit awards and nonvested share unit awards.

Performance share awards were granted to certain executive and non-executive officerskey employees of the Corporation to provide them with the opportunity to earn shares of common stock of the Corporation. The performance share awards were valued at fair market value as determined by the closing price of the Corporation’s common stock on the award date. The weighted average fair value of the performance share awards was $52.83.$34.22. The number of shares to be vested will be contingent upon the Corporation’s attainment of certain performance measures as detailed in the performance share award agreements. The performance share awards will be earned over a 3-year performance period and the current performance assumption results in 43,360estimates that 65,632 shares beingwill be earned.

The Corporation granted to non-executive officers and directors 10,870certain key employees 3,165 nonvested share units, with 3-year cliff vesting. The weighted average grant date fair value of the nonvested share units was $51.43.$51.28.

Note 14 - Business Segments
Washington Trust segregates financial information in assessing its results among its Commercial Banking and Wealth Management Services operating segments.  The amounts in the Corporate unit include activity not related to the segments.

Management uses certain methodologies to allocate income and expenses to the business lines.  The methodologies are periodically reviewed and revised. Results may be restated, when necessary, to reflect changes in organizational structure or allocation methodology. A funds transfer pricing (“FTP”) methodology is used to assign interest income and interest expense to each interest-earning asset and interest-bearing liability on a matched maturity funding basis.  The matched maturity funding concept considers the origination date and the earlier of the maturity date or the repricing date of a financial instrument to assign an FTP rate for loans and deposits originated. Loans are assigned a FTP rate for funds used and deposits are assigned a FTP rate for funds provided. Certain indirect expenses are allocated to segments.  These include support unitindirect expenses such as technology, operations and other support functions.

Commercial Banking
The Commercial Banking segment includes commercial, residential and consumer lending activities; mortgage banking activities; deposit generation; cash management activities; and direct banking activities, which include the operation of ATMs,automated teller machines (“ATMs”), telephone and internet banking services and customer support and sales.

Wealth Management Services
Wealth Management Services includes investment management; financial planning; personal trust and estate services, including services as trustee, personal representative, custodian and guardian; and settlement of decedents’ estates. Institutional trust services are also provided, including fiduciary services.

Corporate
Corporate includes the Treasury Unit, which is responsible for managing the wholesale investment portfolio and wholesale funding needs.  It also includes income from bank-owned life insurance (“BOLI”), as well as administrative and executive expenses not allocated to the operating segments and the residual impact of methodology allocations such as FTP offsets.



- 40-41-



Condensed Notes to Unaudited Consolidated Financial Statements – (continued)

The following table presents the statement of operations and total assets for Washington Trust’s reportable segments:
              
(Dollars in thousands)Commercial Banking Wealth Management Services Corporate Consolidated TotalCommercial Banking Wealth Management Services Corporate Consolidated Total
Three months ended September 30,20192018 20192018 20192018 20192018
Three months ended March 31,20202019 20202019 20202019 20202019
Net interest income (expense)
$28,515

$27,036
 
($114)
($90) 
$4,577

$6,503
 
$32,978

$33,449

$29,009

$27,302
 
($67)
($127) 
$3,660

$7,409
 
$32,602

$34,584
Provision for loan losses400
350
 

 

 400
350
Net interest income (expense) after provision for loan losses28,115
26,686
 (114)(90) 4,577
6,503
 32,578
33,099
Provision for credit losses7,036
650
 

 

 7,036
650
Net interest income (expense) after provision for credit losses21,973
26,652
 (67)(127) 3,660
7,409
 25,566
33,934
Noninterest income8,607
5,174
 9,153
9,454
 582
587
 18,342
15,215
10,665
5,455
 8,689
9,252
 573
660
 19,927
15,367
Noninterest expenses:              
Depreciation and amortization expense642
654
 360
371
 40
44
 1,042
1,069
619
672
 354
365
 40
40
 1,013
1,077
Other noninterest expenses16,255
15,599
 6,217
6,194
 3,356
3,200
 25,828
24,993
18,842
15,758
 6,846
6,478
 3,752
3,651
 29,440
25,887
Total noninterest expenses16,897
16,253
 6,577
6,565
 3,396
3,244
 26,870
26,062
19,461
16,430
 7,200
6,843
 3,792
3,691
 30,453
26,964
Income before income taxes19,825
15,607
 2,462
2,799
 1,763
3,846
 24,050
22,252
13,177
15,677
 1,422
2,282
 441
4,378
 15,040
22,337
Income tax expense4,347
3,344
 646
710
 243
687
 5,236
4,741
2,764
3,421
 356
617
 19
804
 3,139
4,842
Net income
$15,478

$12,263
 
$1,816

$2,089
 
$1,520

$3,159
 
$18,814

$17,511

$10,413

$12,256
 
$1,066

$1,665
 
$422

$3,574
 
$11,901

$17,495
                
Total assets at period end
$3,994,458

$3,694,991
 
$78,812

$69,494
 
$1,125,608

$1,006,187
 
$5,198,878

$4,770,672

$4,367,469

$3,884,052
 
$74,283

$76,657
 
$1,179,227

$1,194,020
 
$5,620,979

$5,154,729
Expenditures for long-lived assets662
612
 87
14
 48
19
 797
645
526
1,300
 53
292
 49
63
 628
1,655

            
(Dollars in thousands)Commercial Banking Wealth Management Services Corporate Consolidated Total
Nine months ended September 30,20192018 20192018 20192018 20192018
Net interest income (expense)
$83,684

$79,656
 
($361)
($225) 
$18,097

$18,981
 
$101,420

$98,412
Provision for loan losses1,575
750
 

 

 1,575
750
Net interest income (expense) after provision for loan losses82,109
78,906
 (361)(225) 18,097
18,981
 99,845
97,662
Noninterest income20,753
15,947
 27,961
29,329
 1,748
1,675
 50,462
46,951
Noninterest expenses:           
Depreciation and amortization expense1,985
1,928
 1,089
1,137
 118
129
 3,192
3,194
Other noninterest expenses48,676
46,574
 19,631
19,986
 10,486
9,726
 78,793
76,286
Total noninterest expenses50,661
48,502
 20,720
21,123
 10,604
9,855
 81,985
79,480
Income before income taxes52,201
46,351
 6,880
7,981
 9,241
10,801
 68,322
65,133
Income tax expense11,371
9,834
 1,845
2,008
 1,524
1,895
 14,740
13,737
Net income
$40,830

$36,517
 
$5,035

$5,973
 
$7,717

$8,906
 
$53,582

$51,396
            
Total assets at period end
$3,994,458

$3,694,991
 
$78,812

$69,494
 
$1,125,608

$1,006,187
 
$5,198,878

$4,770,672
Expenditures for long-lived assets2,259
1,864
 379
327
 130
129
 2,768
2,320



- 41-



Condensed Notes to Unaudited Consolidated Financial Statements – (continued)

Note 15 - Other Comprehensive Income (Loss)
The following tables present the activity in other comprehensive income (loss):
        
Three months ended March 31,2020 2019
(Dollars in thousands)Pre-tax AmountsIncome TaxesNet of Tax Pre-tax AmountsIncome TaxesNet of Tax
Securities available for sale:       
Changes in fair value of available for sale debt securities
$16,740

$3,934

$12,806
 
$14,406

$3,385

$11,021
Net (gains) losses on debt securities reclassified into earnings


 


Net change in fair value of available for sale debt securities16,740
3,934
12,806
 14,406
3,385
11,021
Cash flow hedges:       
Change in fair value of cash flow hedges(1,402)(330)(1,072) (546)(128)(418)
Net cash flow hedge gains (losses) reclassified into earnings (1)
29
7
22
 (31)(7)(24)
Net change in fair value of cash flow hedges(1,373)(323)(1,050) (577)(135)(442)
Defined benefit plan obligations:       
Amortization of net actuarial losses (2)
536
126
410
 300
70
230
Amortization of net prior service credits (2)



 (4)(1)(3)
Net change in defined benefit plan obligations536
126
410
 296
69
227
Total other comprehensive income
$15,903

$3,737

$12,166
 
$14,125

$3,319

$10,806
        
Three months ended September 30,2019 2018
(Dollars in thousands)Pre-tax AmountsIncome TaxesNet of Tax Pre-tax AmountsIncome TaxesNet of Tax
Securities available for sale:       
Changes in fair value of available for sale debt securities
$3,772

$886

$2,886
 
($5,924)
($1,393)
($4,531)
Net losses on debt securities reclassified into earnings (1)



 


Net change in fair value of available for sale debt securities3,772
886
2,886
 (5,924)(1,393)(4,531)
Cash flow hedges:       
Change in fair value of cash flow hedges(283)(66)(217) (626)(148)(478)
Net cash flow hedge losses reclassified into earnings (2)
60
14
46
 830
197
633
Net change in fair value of cash flow hedges(223)(52)(171) 204
49
155
Defined benefit plan obligations:       
Amortization of net actuarial losses (3)
300
70
230
 477
112
365
Amortization of net prior service credits (3)
(4)(1)(3) (6)(2)(4)
Net change in defined benefit plan obligations296
69
227
 471
110
361
Total other comprehensive income (loss)
$3,845

$903

$2,942
 
($5,249)
($1,234)
($4,015)

(1)The pre-tax amount is reported as net realized losses on securities in the Unaudited Consolidated Statements of Income.
(2)The pre-tax amounts are included in interest expense on FHLB advances, interest expense on junior subordinated debentures and interest and fees on loans in the Unaudited Consolidated Statements of Income.
(3)(2)The pre-tax amounts are included in other expenses in the Unaudited Consolidated Statements of Income.
        
Nine months ended September 30,2019 2018
(Dollars in thousands)Pre-tax AmountsIncome TaxesNet of Tax Pre-tax AmountsIncome TaxesNet of Tax
Securities available for sale:       
Changes in fair value of available for sale debt securities
$25,985

$6,106

$19,879
 
($23,605)
($5,548)
($18,057)
Net losses on debt securities reclassified into earnings (1)
80
19
61
 


Net change in fair value of available for sale debt securities26,065
6,125
19,940
 (23,605)(5,548)(18,057)
Cash flow hedges:       
Change in fair value of cash flow hedges(1,653)(388)(1,265) 632
50
582
Net cash flow hedge losses reclassified into earnings (2)
39
9
30
 1,082
255
827
Net change in fair value of cash flow hedges(1,614)(379)(1,235) 1,714
305
1,409
Defined benefit plan obligations:       
Amortization of net actuarial losses (3)
900
211
689
 1,430
337
1,093
Amortization of net prior service credits (3)
(12)(3)(9) (17)(5)(12)
Net change in defined benefit plan obligations888
208
680
 1,413
332
1,081
Total other comprehensive (loss) income
$25,339

$5,954

$19,385
 
($20,478)
($4,911)
($15,567)

(1)The pre-tax amount is reported as net realized losses on securities in the Unaudited Consolidated Statements of Income.
(2)The pre-tax amounts are included in interest expense on FHLB advances, interest expense on junior subordinated debentures and interest and fees on loans in the Unaudited Consolidated Statements of Income.
(3)The pre-tax amounts are included in other expenses in the Unaudited Consolidated Statements of Income.




- 42-



Condensed Notes to Unaudited Consolidated Financial Statements – (continued)

The following tables present the changes in accumulated other comprehensive income (loss) by component, net of tax:
(Dollars in thousands)Net Unrealized (Losses) Gains on Available For Sale Debt Securities Net Unrealized (Losses) Gains on Cash Flow Hedges Defined Benefit Pension Plan Adjustment Total
For the three months ended September 30, 2019   
Balance at July 1, 2019
$292
 
($873) 
($11,285) 
($11,866)
Other comprehensive income (loss) before reclassifications2,886
 (217) 
 2,669
Amounts reclassified from accumulated other comprehensive income
 46
 227
 273
Net other comprehensive income (loss)2,886
 (171) 227
 2,942
Balance at September 30, 2019
$3,178
 
($1,044) 
($11,058) 
($8,924)


(Dollars in thousands)Net Unrealized Gains on Available For Sale Debt Securities Net Unrealized (Losses) Gains on Cash Flow Hedges Defined Benefit Pension Plan Adjustment Total
For the three months ended March 31, 2020   
Balance at January 1, 2020
$3,226
 
($793) 
($13,670) 
($11,237)
Other comprehensive income (loss) before reclassifications12,806
 (1,072) 
 11,734
Amounts reclassified from accumulated other comprehensive income
 22
 410
 432
Net other comprehensive income (loss)12,806
 (1,050) 410
 12,166
Balance at March 31, 2020
$16,032
 
($1,843) 
($13,260) 
$929
(Dollars in thousands)Net Unrealized (Losses) Gains on Available For Sale Debt Securities Net Unrealized Gains (Losses) on Cash Flow Hedges Defined Benefit Pension Plan Adjustment Total
For the nine months ended September 30, 2019   
Balance at January 1, 2019
($16,762) 
$191
 
($11,738) 
($28,309)
Other comprehensive income (loss) before reclassifications19,879
 (1,265) 
 18,614
Amounts reclassified from accumulated other comprehensive income61
 30
 680
 771
Net other comprehensive income (loss)19,940
 (1,235) 680
 19,385
Balance at September 30, 2019
$3,178
 
($1,044) 
($11,058) 
($8,924)



(Dollars in thousands)Net Unrealized Losses on Available For Sale Debt Securities Net Unrealized Gains on Cash Flow Hedges Defined Benefit Pension Plan Adjustment Total
For the three months ended September 30, 2018   
Balance at July 1, 2018
($21,060) 
$826
 
($14,828) 
($35,062)
Other comprehensive loss before reclassifications(4,531) (478) 
 (5,009)
Amounts reclassified from accumulated other comprehensive income
 633
 361
 994
Net other comprehensive (loss) income(4,531) 155
 361
 (4,015)
Balance at September 30, 2018
($25,591) 
$981
 
($14,467) 
($39,077)


(Dollars in thousands)Net Unrealized Losses (Gains) on Available For Sale Debt Securities Net Unrealized Gains (Losses) on Cash Flow Hedges Defined Benefit Pension Plan Adjustment Total
For the three months ended March 31, 2019   
Balance at January 1, 2019
($16,762) 
$191
 
($11,738) 
($28,309)
Other comprehensive income (loss) before reclassifications11,021
 (418) 
 10,603
Amounts reclassified from accumulated other comprehensive income
 (24) 227
 203
Net other comprehensive income (loss)11,021
 (442) 227
 10,806
Balance at March 31, 2019
($5,741) 
($251) 
($11,511) 
($17,503)
(Dollars in thousands)Net Unrealized Losses on Available For Sale Debt Securities Net Unrealized (Losses) Gains on Cash Flow Hedges Defined Benefit Pension Plan Adjustment Total
For the nine months ended September 30, 2018   
Balance at January 1, 2018
($7,534) 
($428) 
($15,548) 
($23,510)
Other comprehensive (loss) income before reclassifications(18,057) 582
 
 (17,475)
Amounts reclassified from accumulated other comprehensive income
 827
 1,081
 1,908
Net other comprehensive (loss) income(18,057) 1,409
 1,081
 (15,567)
Balance at September 30, 2018
($25,591) 
$981
 
($14,467) 
($39,077)





- 43-



Condensed Notes to Unaudited Consolidated Financial Statements – (continued)

Note 16 - Earnings per Common Share
The following table presents the calculation of earnings per common share:
(Dollars and shares in thousands, except per share amounts)       

Three Months Nine Months
Periods ended September 30,2019 2018 2019 2018
Three months ended March 31,2020
 2019
Earnings per common share - basic:          
Net income
$18,814
 
$17,511
 
$53,582
 
$51,396

$11,901
 
$17,495
Less dividends and undistributed earnings allocated to participating securities(36) (36) (105) (112)(32) (34)
Net income available to common shareholders
$18,778
 
$17,475
 
$53,477
 
$51,284

$11,869
 
$17,461
Weighted average common shares17,338
 17,283
 17,324
 17,263
17,345
 17,304
Earnings per common share - basic
$1.08
 
$1.01
 
$3.09
 
$2.97

$0.68
 
$1.01
Earnings per common share - diluted:          
Net income
$18,814
 
$17,511
 
$53,582
 
$51,396

$11,901
 
$17,495
Less dividends and undistributed earnings allocated to participating securities(36) (36) (105) (112)(32) (34)
Net income available to common shareholders
$18,778
 
$17,475
 
$53,477
 
$51,284

$11,869
 
$17,461
Weighted average common shares17,338
 17,283
 17,324
 17,263
17,345
 17,304
Dilutive effect of common stock equivalents76
 99
 82
 129
96
 97
Weighted average diluted common shares17,414
 17,382
 17,406
 17,392
17,441
 17,401
Earnings per common share - diluted
$1.08
 
$1.01
 
$3.07
 
$2.95

$0.68
 
$1.00


Weighted average common stock equivalents, not included in common stock equivalents above because they were anti-dilutive, totaled 93,075152,010 and 87,775, respectively, for the three and nine months ended September 30, 2019, compared to 41,525 March 31, 2020 and 46,692, respectively, for the same periods in 2018.2019.



- 44-43-



Condensed Notes to Unaudited Consolidated Financial Statements – (continued)

Note 17 - Leases
The Corporation has committed to rent premises used in business operations under non-cancelable operating leases and determines if an arrangement meets the definition of a lease upon inception.

The Corporation adopted the provisions of ASU 2016-02 (Topic 842) on January 1, 2019. Operating lease right-of-use (“ROU”) assets represent a right to use an underlying asset for the contractual lease term. Operating lease liabilities represent an obligation to make lease payments arising from the lease. Upon adoption, operating lease ROU assets totaling $28.9 million and operating lease liabilities totaling $30.9 million were recognized in our Unaudited Consolidated Balance Sheets for leases that existed at the adoption date, based on the present value of lease payments over the remaining lease term. Operating leases entered into after the adoption date will be recognized as an operating lease ROU asset and operating lease liability at the commencement date of the new lease.

The Corporation’s leases do not provide an implicit interest rate, therefore the Corporation used its incremental collateralized borrowing rates commensurate with the underlying lease terms to determine the present value of operating lease liabilities. The weighted average discount rate used to discount operating lease liabilities at September 30, 2019 was 3.66%.

The Corporation’s operating lease agreements contain both lease and non-lease components, which are generally accounted for separately. The Corporation’s lease agreements do not contain any residual value guarantees.

Operating leases with terms of 12 months or less are included in ROU assets and operating lease liabilities recorded in the Corporation’s Unaudited Consolidated Balance Sheets. Operating lease terms include options to extend when it is reasonably certain that the Corporation will exercise such options, determined on a lease-by-lease basis. As of September 30, 2019, the Corporation has 1 lease that has not yet commenced. At September 30, 2019, lease expiration dates ranged from 2 months to 21 years, with additional renewal options on certain leases ranging from 1 to 5 years. At September 30, 2019, the weighted average remaining lease term for the Corporation’s operating leases was 14.1 years.

Rental expense for operating leases is recognized on a straight-line basis over the lease term and amounted to $944$964 thousand and $2.8 million,$939 thousand, respectively, for the three and nine months ended September 30, 2019, compared to $942 thousandMarch 31, 2020 and $2.8 million, respectively, for the same periods in 2018.2019. Variable lease components, such as consumer price index adjustments, are expensed as incurred and not included in ROU assets and operating lease liabilities.

The following table presents information regarding Corporation’s operating leases:
 Mar 31, 2020 Dec 31, 2019
Weighted average discount rate3.68% 3.67%
Operating leases not yet commenced1
 1
Range of lease expiration dates1 month - 21 years
 4 months - 21 years
Range of lease renewal options1 year - 5 years
 1 year - 5 years
Weighted average remaining lease term13.9 years
 14.0 years


The following table presents the undiscounted annual lease payments under the terms of the Corporation’s operating leases at September 30, 2019,March 31, 2020, including a reconciliation to the present value of operating lease liabilities recognized in the Corporation’s Unaudited Consolidated Balance Sheets:
  
(Dollars in thousands)  
October 1, 2019 to December 31, 2019
$930
20203,515
April 1, 2020 to December 31, 2020
$2,560
20213,312
3,290
20223,165
3,165
20233,090
3,097
2024 and thereafter24,716
20242,904
2025 and thereafter21,818
Total operating lease payments (1)
38,728
36,834
Less interest9,187
8,650
Present value of operating lease liabilities (2)

$29,541

$28,184

(1) Includes $4.2$2.6 million related to options to extend lease terms that are reasonably certain of being exercised.
(2) Includes short-term operating lease liabilities of $2.3$2.4 million.



- 45-



Condensed Notes to Unaudited Consolidated Financial Statements – (continued)

The following table presents the components of total lease expense and operating cash flows:
(Dollars in thousands)  
Periods ended September 30, 2019Three MonthsNine Months
Three months ended March 31, 20202020
2019
Lease Expense:  
Operating lease expense
$931

$2,787

$951

$928
Variable lease expense13
36
13
11
Total lease expense (1)

$944

$2,823

$964

$939
Cash Paid:  
Cash paid reducing operating lease liabilities
$926

$2,677

$934

$920
(1) Included in net occupancy expenses in the Unaudited Consolidated Income Statement.

The following table presents the minimum annual lease payments under the terms of these leases, exclusive of renewal provisions at December 31, 2018:
   
(Dollars in thousands)  
Years ending December 31:2019
$3,544
 20202,980
 20212,677
 20222,293
 20232,059
 2024 and thereafter22,648
Total minimum lease payments 
$36,201

- 44-



At December 31, 2018, lease expiration dates ranged from 5 monthsCondensed Notes to 22 years, with additional renewal options on certain leases ranging from 1 to 5 years.Unaudited Consolidated Financial Statements – (continued)

Note 18 - Commitments and Contingencies
Adoption of Topic 326
As disclosed in Note 2, Topic 326 requires the measurement of expected lifetime credit losses for unfunded commitments that are considered off-balance sheet credit exposures. The Corporation adopted the provisions of Topic 326 effective January 1, 2020 using the modified retrospective method. Therefore, the prior period comparative information has not been adjusted and continues to be reported under GAAP in effect prior to the adoption of Topic 326. As a result of adopting Topic 326, the Corporation recognized an increase in the ACL on unfunded commitments of $1.5 million on January 1, 2020.

Accounting Policy Updates
Effective January 1, 2020, the Corporation has modified its accounting policy for the ACL on unfunded commitments. The updated policy is detailed below.

The ACL on unfunded commitments is management’s estimate of expected credit losses over the expected contractual term (or life) in which the Corporation is exposed to credit risk via the a contractual obligation to extend credit, unless that obligation is unconditionally cancellable by the Corporation. Unfunded commitments for home equity lines of credit and commercial demand loans are considered unconditionally cancellable for regulatory capital purposes and, therefore, are excluded from the calculation to estimate the ACL on unfunded commitments. For each portfolio, estimated loss rates and funding factors are applied to the corresponding balance of unfunded commitments. For each portfolio, the estimated loss rates applied to unfunded commitments are the same quantitative and qualitative loss rates applied to the corresponding on-balance sheet amounts in determining the ACL on loans. The estimated funding factor applied to unfunded commitments represents the likelihood that the funding will occur and is based upon the Corporation’s average historical utilization rate for each portfolio.

The ACL on unfunded commitments is included in other liabilities in the Unaudited Consolidated Balance Sheets. The ACL on unfunded commitments is adjusted through a provision for credit losses recognized in the Unaudited Consolidated Statements of Income.

Financial Instruments with Off-Balance Sheet Risk
The Corporation is a party to financial instruments with off-balance sheet risk in the normal course of business to meet the financing needs of its customers and to manage the Corporation’s exposure to fluctuations in interest rates.  These financial instruments include commitments to extend credit, standby letters of credit, forward loan commitments, loan related derivative contracts and interest rate risk management contracts.  These instruments involve, to varying degrees, elements of credit risk in excess of the amount recognized in the Corporation’s Unaudited Consolidated Balance Sheets.  The contract or notional amounts of these instruments reflect the extent of involvement the Corporation has in particular classes of financial instruments.  The Corporation’s credit policies with respect to interest rate swap agreements with commercial borrowers, commitments to extend credit and financial guarantees are similar to those used for loans.  The interest rate swaps with other counterparties are generally subject to bilateral collateralization terms. The following table presents the contractual and notional amounts of financial instruments with off-balance sheet risk:


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Condensed Notes to Unaudited Consolidated Financial Statements – (continued)

(Dollars in thousands)Sep 30,
2019
 Dec 31,
2018
Financial instruments whose contract amounts represent credit risk:   
Commitments to extend credit:   
Commercial loans
$481,350
 
$533,884
Home equity lines290,442
 270,462
Other loans74,931
 46,698
Standby letters of credit9,343
 7,706
Financial instruments whose notional amounts exceed the amount of credit risk:   
Forward loan commitments:   
Interest rate lock commitments84,820
 30,766
Forward sale commitments156,594
 61,993
Loan related derivative contracts:   
Interest rate swaps with customers729,913
 648,050
Mirror swaps with counterparties729,913
 648,050
Risk participation-in agreements73,040
 46,510
Foreign exchange contracts2,648
 2,784
Interest rate risk management contracts:   
Interest rate swaps60,000
 60,000


See Note 9 for additional disclosure pertaining to derivative financial instruments.

Instruments Whose Contract Amounts Represent Credit Risk (Unfunded Commitments)
Commitments to Extend Credit
Commitments to extend credit are agreements to lend to a customer as long as there are no violations of any condition established in the contract.  Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee.  Since some of the commitments are expected to expire without being drawn upon, total commitment amounts do not necessarily represent future cash requirements.  Each borrower’s creditworthiness is evaluated on a case-by-case basis.  The amount of collateral obtained is based on management’s credit evaluation of the borrower.

Standby Letters of Credit
Standby letters of credit are conditional commitments issued to guarantee the performance of a customer to a third party. These standby letters of credit are primarily issued to support the financing needs of the Bank’s commercial customers. The credit risk involved in issuing standby letters of credit is essentially the same as that involved in extending loan facilities to customers. The collateral supporting those commitments is essentially the same as for other commitments. Most standby letters of credit extend for one year. The maximum potential amount of undiscounted future payments, not reduced by amounts that may be recovered totaled $9.3$9.4 million and $7.7$13.7 million, respectively, as of September 30, 2019March 31, 2020 and December 31, 2018.2019. At September 30, 2019March 31, 2020 and December 31, 2018,2019, there were no liabilities to beneficiaries resulting from standby letters of credit.  Fee income on standby letters of credit was insignificant for the three and nine months ended September 30, 2019 March 31, 2020 and 2018.2019.

ForwardA substantial portion of the standby letters of credit were supported by pledged collateral. The collateral obtained is determined based on management’s credit evaluation of the customer. Should the Corporation be required to make payments to the beneficiary, repayment from the customer to the Corporation is required.



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Condensed Notes to Unaudited Consolidated Financial Statements – (continued)

Financial Instruments Whose Notional Amounts Exceed the Amount of Credit Risk
Mortgage Loan Commitments
Interest rate lock commitments are extended to borrowers and relate to the origination of mortgage loans held for sale. To mitigate the interest rate risk and pricing risk associated with these rate locks and mortgage loans held for sale, the Corporation enters into forward sale commitments.  Both interest rate lock commitments and forward sale commitments are derivative financial instruments.

Loan Related Derivative Contracts
The Corporation’s credit policies with respect to interest rate swap agreements with commercial borrowers are similar to those used for loans.  The interest rate swaps with other counterparties are generally subject to bilateral collateralization terms.

The following table presents the contractual and notional amounts of financial instruments with off-balance sheet risk:
(Dollars in thousands)Mar 31,
2020
 Dec 31,
2019
Financial instruments whose contract amounts represent credit risk:   
Commitments to extend credit:   
Commercial loans
$437,120
 
$471,338
Home equity lines300,122
 295,687
Other loans85,174
 88,613
Standby letters of credit9,431
 13,710
Financial instruments whose notional amounts exceed the amounts of credit risk:   
Mortgage loan commitments:   
Interest rate lock commitments161,720
 51,439
Forward sale commitments220,284
 94,829
Loan related derivative contracts:   
Interest rate swaps with customers960,481
 813,458
Mirror swaps with counterparties960,481
 813,458
Risk participation-in agreements88,623
 72,866
Interest rate risk management contracts:   
Interest rate swaps60,000
 60,000


See Note 9 for additional disclosure pertaining to derivative financial instruments.

The ACL on funded commitments amounted to $2.0 million at March 31, 2020, compared to $293 thousand at December 31, 2019. The activity in the ACL on unfunded commitments for the three months ended March 31, 2020 is presented below:
(Dollars in thousands)Commercial  Consumer  
 CREC&ITotal CommercialResidential Real EstateHome EquityOtherTotal ConsumerTotal
Beginning Balance
$136

$144

$280

$6

$—

$7

$7

$293
Adoption of Topic 326 (1)
817
626
1,443
34

6
6
1,483
Provision179
77
256
2

5
5
263
Ending Balance
$1,132

$847

$1,979

$42

$—

$18

$18

$2,039
(1)Adoption of the CECL accounting standard effective January 1, 2020.

Other Contingencies
Litigation
The Corporation is involved in various claims and legal proceedings arising out of the ordinary course of business. Management is of the opinion, based on its review with counsel of the development of such matters to date, that the ultimate disposition of such matters will not materially affect the consolidated balance sheets or statements of income of the Corporation.



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Management's Discussion and Analysis

Item 2.  Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following discussion should be read in conjunction with the Corporation’s Audited Consolidated Financial Statements and notes thereto included in the Annual Report on Form 10-K for the year ended December 31, 20182019, and in conjunction with the condensed Unaudited Consolidated Financial Statements and notes thereto included in Item 1 of this report.  Operating results for the three and nine months endedSeptember 30, 2019March 31, 2020 are not necessarily indicative of the results for the full-year ended December 31, 20192020 or any future period. Certain previously reported amounts have been reclassified to conform to current year’s presentation.

Forward-Looking Statements
This report contains statements that are “forward-looking statements.”  We may also make forward-looking statements in other documents we file with the SEC, in our annual reports to shareholders, in press releases and other written materials, and in oral statements made by our officers, directors or employees.  You can identify forward-looking statements by the use of the words “believe,” “expect,” “anticipate,” “intend,” “estimate,” “assume,” “outlook,” “will,” “should,” and other expressions that predict or indicate future events and trends and which do not relate to historical matters.  You should not rely on forward-looking statements, because they involve known and unknown risks, uncertainties and other factors, some of which are beyond our control.  These risks, uncertainties and other factors may cause our actual results, performance or achievements to be materially different than the anticipated future results, performance or achievements expressed or implied by the forward-looking statements.

Some of the factors that might cause these differences include the following: weaknessthe negative impacts and disruptions of the COVID-19 pandemic and measures taken to contain its spread on our employees, customers, business operations, credit quality, financial position, liquidity and results of operations; the length and extent of the economic contraction as a result of the COVID-19 pandemic; continued deterioration in local, regional, national regional or international economic conditions or conditions affecting the banking or financial services industries, or financial capital markets;markets and the customers and communities we serve; changes in consumer behavior due to changing business and economic conditions or legislative or regulatory initiatives; continued volatility in national and international financial markets; reductions in net interest income resulting from interest rate volatility as well as changes in the balance and mix of loans and deposits; reductions in the market value or outflows of wealth management assets under administration; changesdecreases in the value of securities and other assets; reductions in loan demand; changes in loan collectability, defaultcollectibility, increases in defaults and charge-off rates; changes in the size and nature of our competition; changes in legislation or regulation and accounting principles, policies and guidelines; operational risks including, but not limited to, cybersecurity breaches,incidents, fraud, natural disasters and natural disasters;future pandemics; reputational risk relating to our participation in the Paycheck Protection Program and other pandemic-related legislative and regulatory initiatives and programs; and changes in the assumptions used in making such forward-looking statements.  In addition, the factors described under “Risk Factors” in Item 1A of our Annual Report on Form 10-K for the fiscal year ended December 31, 2018,2019, as updated by our Quarterly Reports on Form 10-Q and other filings submitted to the SEC, may result in these differences.  You should carefully review all of these factors and you should be aware that there may be other factors that could cause these differences.  These forward-looking statements were based on information, plans and estimates at the date of this report, and we assume no obligation to update any forward-looking statements to reflect changes in underlying assumptions or factors, new information, future events or other changes.

Critical Accounting Policies and Estimates
Accounting policies involving significant judgments, estimates and assumptions by management, which have, or could have, a material impact on the Corporation’s consolidated financial statements are considered critical accounting policies. ManagementAs of March 31, 2020, management considers the following to be its critical accounting policies: the determination of allowance for loancredit losses on loans, the valuation of goodwill and identifiable intangible assets, the assessment of investment securities for impairment and accounting for defined benefit pension plans.There have been no significant changes in the Corporation’s critical accounting policies and estimates from those disclosed in

See our Annual Report on Form 10-K for the fiscal year ended December 31, 2018.2019 for a description of the Corporation’s critical accounting policies for the valuation of goodwill and identifiable intangible assets and accounting for defined benefit pension plans. Given the composition and nature of the Corporation’s investment security portfolio, management no longer considers the assessment of investment securities for impairment as a critical accounting policy as of March 31, 2020.

As a result of the adoption of Topic 326 effective January 1, 2020, Washington Trust updated its critical accounting policy for the Allowance of Credit Losses on Loans. The updated policy is described in detail below.

Allowance for Credit Losses on Loans
The ACL on loans is management’s estimate of expected credit losses over the expected life of the loans at the reporting date.



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Management's Discussion and Analysis

The level of the ACL on loans is based on management’s ongoing review of all relevant information, from internal and external sources, relating to past events, current conditions and reasonable and supportable forecasts. Historical credit loss experience provides the basis for the calculation of loss given default and the estimation of expected credit losses. As discussed further below, adjustments to historical information are made for differences in specific risk characteristics, such as differences in underwriting standards, portfolio mix, delinquency level, or term, as well as for changes in environmental conditions, that may not be reflected in historical loss rates.

Management employs a process and methodology to estimate the ACL on loans that evaluates both quantitative and qualitative factors. The methodology for evaluating quantitative factors consists of two basic components. The first component involves pooling loans into portfolio segments for loans that share similar risk characteristics. Pooled loan portfolio segments include commercial real estate (including commercial construction), commercial and industrial, residential real estate (including homeowner construction), home equity and other consumer loans. The second component involves individually analyzed loans that do not share similar risk characteristics with loans that are pooled into portfolio segments. Individually analyzed loans include nonaccrual commercial loans, loans classified as troubled debt restructured loans and certain other loans based on the underlying risk characteristics and the discretion of management to individually analyze such loans.

For loans that are individually analyzed, the ACL is measured using a discounted cash flow method based upon the loan’s contractual effective interest rate, or at the loan’s observable market price, or, if the loan is collateral dependent, at the fair value of the collateral. Factors management considers when measuring the extent of expected credit loss include payment status, collateral value, borrower financial condition, guarantor support and the probability of collecting scheduled principal and interest payments when due. For collateral dependent loans for which repayment is to be provided substantially through the sale of the collateral, management adjusts the fair value for estimated costs to sell. For collateral dependent loans for which repayment is to be provided substantially through the operation of the collateral, such as accruing troubled debt restructured loans, estimated costs to sell are not incorporated into the measurement. Management may also adjust appraised values to reflect estimated market value declines or apply other discounts to appraised values for unobservable factors resulting from its knowledge of circumstances associated with the collateral.

For pooled loans, the Corporation utilizes a discounted cash flow (“DCF”) methodology to estimate credit losses over the expected life of the loan. The life of the loan excludes expected extensions, renewal and modifications, unless 1) the extension or renewal options are included in the original or modified contract terms and not unconditionally cancellable by the Corporation, or 2) management reasonably expects at the reporting date that a troubled debt restructuring will be executed with an individual borrower. The methodology incorporates the probability of default and loss given default, which are identified by default triggers such as past due by 90 or more days, whether a charge-off has occurred, the loan is nonaccrual, the loan has been modified in a troubled debt restructuring or the loan is risk-rated as special mention or classified. The probability of default for the life of the loan is determined by the use of an econometric factor. Management utilizes the national unemployment rate as an econometric factor with a one-year forecast period and one-year straight-line reversion period to the historical mean of its macroeconomic assumption in order to estimate the probability of default for each loan portfolio segment. Utilizing a third party regression model, the forecasted national unemployment rate is correlated with the probability of default for each loan portfolio segment. The DCF methodology combines the probability of default, the loss given default, maturity date and prepayment speeds to estimate a reserve for each loan. The sum of all the loan level reserves are aggregated for each portfolio segment and a loss rate factor is derived.

Quantitative loss factors are also supplemented by certain qualitative risk factors reflecting management’s view of how losses may vary from those represented by quantitative loss rates. These qualitative risk factors include: 1) changes in lending policies and procedures, including changes in underwriting standards and collection, charge-off, and recovery practices not considered elsewhere in estimating credit losses; 2) changes in international, national, regional, and local economic and business conditions and developments that affect the collectability of the portfolio, including the condition of various market segments; 3) changes in the nature and volume of the portfolio and in the terms of loans; 4) changes in the experience, ability, and depth of lending management and other relevant staff; 5) changes in the volume and severity of past due loans, the volume of nonaccrual loans, and the volume and severity of adversely classified or rated loans; 6) changes in the quality of the institution’s loan review system; 7) changes in the value of underlying collateral for collateral dependent loans; 8) the existence and effect of any concentrations of credit, and changes in the level of such concentrations; and 9) the effect of other external factors such as legal and regulatory requirements on the level of estimated credit losses in the institution’s existing portfolio. Qualitative loss factors are applied to each portfolio segment with the amounts determined by historical loan charge-offs of a peer group of similar-sized regional banks.



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Management's Discussion and Analysis

Because the methodology is based upon historical experience and trends, current economic data, reasonable and supportable forecasts, as well as management’s judgment, factors may arise that result in different estimations. While significant deterioration in the economic forecast due to the COVID-19 pandemic was estimated in the ACL on loans as of March 31, 2020, continued uncertainty regarding the severity and duration of the pandemic and related economic effects will continue to affect the ACL. Deteriorating conditions or assumptions could lead to further increases in the ACL on loans. In addition, various regulatory agencies periodically review the ACL on loans. Such agencies may require additions to the allowance based on their judgments about information available to them at the time of their examination. The ACL on loans is an estimate, and ultimate losses may vary from management’s estimate.

Recently Issued Accounting Pronouncements
See Note 2 to the Unaudited Consolidated Financial Statements for details of recently issued accounting pronouncements and their expected impact on the Corporation’s financial statements.

Overview
The Corporation offers a comprehensive product line of banking and financial services to individuals and businesses, including commercial, residential and consumer lending, retail and commercial deposit products, and wealth management services through its offices in Rhode Island, eastern Massachusetts and Connecticut; its ATM networks;ATMs; telephone banking; mobile banking and its internet website at www.washtrust.com.(www.washtrust.com).

Our largest source of operating income is net interest income, which is the difference between interest earned on loans and securities and interest paid on deposits and borrowings.  In addition, we generate noninterest income from a number of sources, including wealth management services, mortgage banking activities and deposit services.  Our principal noninterest expenses include salaries and employee benefit costs, outsourced services provided by third-party vendors, occupancy and facility-related costs and other administrative expenses.


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Management's Discussion and Analysis



We continue to leverage our strong statewideregional brand to build market share and remain steadfast in our commitment to provide superior service.

Regulatory Developments - The CARES Act
On March 27, 2020, Congress passed, and the President signed, the CARES Act to address the economic effects of the COVID-19 pandemic.

Paycheck Protection Program. The CARES Act appropriated $349 billion for “paycheck protection loans” through the PPP. The amount appropriated was subsequently increased to $659 billion. Loans under the PPP that meet SBA requirements may be forgiven in certain circumstances, and are 100% guaranteed by SBA. As of May 1, 2020, Washington Trust has obtained SBA approval for 1,345 PPP loans totaling $211 million. PPP loans are fully guaranteed by the U.S. government, have a two-year term and earn interest at a rate of 1%. We currently expect a significant portion of these loans will ultimately be forgiven by the SBA in accordance with the terms of the program. In conjunction with the PPP, the FRB has created a lending facility for qualified financial institutions. The Paycheck Protection Program Liquidity Facility (the “PPPLF”) will extend credit to depository institutions with a term of up to two years at an interest rate of 0.35%. Only loans issued under the PPP can be pledged as collateral to access the facility.
Troubled Debt Restructuring Relief. From March 1, 2020 through the earlier of December 31, 2020 or 60 days after the termination date of the National Emergency, a financial institution may elect to suspend the requirements under GAAP for loan modifications related to the COVID-19 pandemic that would otherwise be categorized as a troubled debt restructuring, including impairment accounting. This troubled debt restructuring relief applies for the term of the loan modification that occurs during the applicable period for a loan that was not more than 30 days past due as of December 31, 2019. Financial institutions are required to maintain records of the volume of loans involved in modifications to which troubled debt restructuring relief is applicable. As of May 1, 2020, we have executed 396 short-term deferments on loan balances of $406 million, which represented 10% of total loan balances as of March 31, 2020. Eligible short-term deferments are not classified as troubled debt restructured loans and will not be reported as past due provided that they are performing in accordance with the modified terms.
CECL Delay. Banks, savings associations, credit unions, bank holding companies and their affiliates are not required to comply with Topic 326, commonly referred to as CECL, from the date of the law’s enactment until the earlier of the end of the National Emergency or December 31, 2020. On March 27, 2020, the FRB, the FDIC and the Office of the Comptroller of the Currency issued an IFR that allows banking organizations that are required to adopt CECL this year


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Management's Discussion and Analysis

to mitigate the estimated cumulative regulatory capital effects for up to two years. The relief afforded by the CARES Act and IFR is in addition to the three-year transition period already in place. The Corporation adopted CECL effective January 1, 2020 and elected to apply the IFR.
Reduction of the Community Bank Leverage Ratio. The CARES Act reduced the community bank leverage ratio from 9% to 8% until the earlier of the end of the national emergency or December 31, 2020. In response to the CARES Act, federal banking regulators set the community bank leverage ratio at 8% for the remainder of 2020, 8.5% for 2021 and 9% thereafter. The Bancorp and the Bank did not elect to use the community bank leverage framework.
Revival of Bank Debt Guarantee Program. The CARES Act amends the Dodd-Frank Act to provide the FDIC with the authority to guarantee bank-issued debt and noninterest-bearing transaction accounts that exceed the FDIC's $250,000 limit through December 31, 2020. The FDIC has discretion to determine whether and how to exercise this authority.
Forbearance. The CARES Act codifies in part guidance from state and federal regulators and government-sponsored enterprises, including the 60-day suspension of foreclosures on federally-backed mortgages and requirements that servicers grant forbearance to borrowers affected by COVID-19.
Moratorium on Negative Credit Reporting. Any furnisher of credit information that agrees to defer payments, forbear on any delinquent credit or account, or provide any other relief to consumers affected by the COVID-19 pandemic must report the credit obligation or account as current if the credit obligation or account was current before the accommodation.

Massachusetts COVID-19 Emergency Legislation
On April 20, 2020, legislation enacted in Massachusetts in response to the COVID-19 emergency declared by Governor Baker was signed into law by the Governor. The legislation establishes a temporary moratorium on foreclosures on one- to four-family, owner occupied residential real estate in Massachusetts. The legislation also requires a creditor to grant to a borrower of a mortgage loan secured by one- to four-family, owner occupied residential real estate in Massachusetts a forbearance of up to 180 days, if requested by the borrower, who must affirm that the borrower has experienced a financial impact from the COVID-19 pandemic. A borrower is entitled to request a forbearance while the legislation is in effect even if the borrower is already in default. In connection with a forbearance, a creditor may not charge fees, penalties or interest beyond the amounts scheduled and calculated as if the borrower made all contractual payments on time and in full under the terms of the relevant loan agreement. The legislation specifies that a payment subject to forbearance shall be added to the end of the term of the loan unless otherwise agreed by the parties. The legislation also prohibits a creditor from furnishing negative information to a consumer reporting agency related to mortgage payments subject to forbearance. Because the legislation was enacted on an emergency basis, it went into effect immediately upon being signed into law. The legislation provides that the temporary moratorium on foreclosures expires 120 days after the effective date of the legislation, which is August 18, 2020, or 45 days after the COVID-19 emergency declaration has been lifted, whichever is sooner, but the Governor may extend the moratorium in increments of up 90 days as long as the moratorium ends not later than 45 days after the COVID-19 emergency declaration has been lifted. A borrower may request a forbearance under the legislation at any time while the foreclosure moratorium is in effect.

Risk Management
The Corporation has a comprehensive enterprise risk management (“ERM”) program through which the Corporation identifies, measures, monitors and controls current and emerging material risks.

The Board of Directors is responsible for oversight of the ERM program. The ERM program enables the aggregation of risk across the Corporation and ensures the Corporation has the tools, programs and processes in place to support informed decision making, to anticipate risks before they materialize and to ensuremaintain the Corporation’s risk profile is consistent with its risk strategy.

The Board of Directors has approved an ERM Policyenterprise risk management policy that addresses each category of risk. The risk categories include: credit risk, interest rate risk, liquidity risk, price and market risk, compliance risk, strategic and reputation risk, and operational risk. A description of each risk category is provided below.

Credit risk represents the possibility that borrowers or other counterparties may not repay loans or other contractual obligations according to their terms due to changes in the financial capacity, ability and willingness of such borrowers or counterparties to meet their obligations. In some cases, the collateral securing payment of the loans may be sufficient to assure repayment, but in other cases the Corporation may experience significant credit losses which could have an adverse effect on its operating results. The Corporation makes various assumptions and judgments about the collectability of its loan portfolio, including the creditworthiness of its borrowers and counterparties and the value of the real estate and other assets serving as collateral for the


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Management's Discussion and Analysis

repayment of loans. Credit risk also exists with respect to investment securities. For further discussion regarding the credit risk and the credit quality of the Corporation’s loan portfolio, see Note 5 and Note 6 to the Unaudited Consolidated Financial Statements. For further discussion regarding credit risk associated with unfunded commitments, see Note 18 to the Unaudited Consolidated Financial Statements. For further discussion regarding the Corporation’s securities portfolio, see Note 4 to the Unaudited Consolidated Financial Statements.

Interest rate risk is the risk of loss to future earnings due to changes in interest rates. It exists because the repricing frequency and magnitude of interest earninginterest-earning assets and interest bearinginterest-bearing liabilities are not identical. Liquidity risk is the risk that the Corporation will not have the ability to generate adequate amounts of cash in the most economical way for it to meet its maturing liability obligations and customer loan demand. For detailed disclosure regarding liquidity management, asset/liability management and interest rate risk, see “Liquidity and Capital Resources” and Asset/“Asset/Liability Management and Interest Rate RiskRisk” sections below.

Price and market risk refers to the risk of loss arising from adverse changes in interest rates and other relevant market rates and prices, such as equity prices. Interest rate risk, discussed above, is the most significant market risk to which the Corporation is exposed. The Corporation is also exposed to financial market risk and housing market risk.

Compliance risk represents the risk of regulatory sanctions or financial loss resulting from the failure to comply with laws, rules and regulations and standards of good banking practice. Activities thatwhich may expose the Corporation to compliance risk include, but are not limited to, those dealing with the prevention of money laundering, privacy and data protection, adherence to all applicable laws and regulations, and employment and tax matters.

Strategic and reputation risk represent the risk of loss due to impairment of reputation, failure to fully develop and execute business plans, and failure to assess existing and new opportunities and threats in business, markets, and products.

Operational risk is the risk of loss due to human behavior, inadequate or failed internal systems and controls, and external influences such as market conditions, fraudulent activities, natural disasters and security risks.

ERM is an overarching program that includes all areas of the Corporation. A framework approach is utilized to assign responsibility and to ensure that the various business units and activities involved in the risk management life-cycle are effectively integrated. The Corporation has adopted the “three lines of defense” concept that is an industry best practice for ERM. Business units are the first line of defense in managing risk. They are responsible for identifying, measuring, monitoring, and controlling current and emerging risks. They must report on and escalate their concerns. Corporate functions such as Credit Risk Management, Financial Administration, Information Assurance and Compliance, comprise the second line of defense. They are


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Management's Discussion and Analysis

responsible for policy setting and for reviewing and challenging the risk management activities of the business units. They collaborate closely with business units on planning and resource allocation with respect to risk management. Internal Audit is athe third line of defense. They provide independent assurance to the Board of Directors of the effectiveness of the first and second lines in fulfilling their risk management responsibilities.

For additional factors that could adversely impact Washington Trust’s future results of operations and financial condition, see the section labeled “Risk Factors” in Item 1A of our Annual Report on Form 10-K for the fiscal year ended December 31, 2018.2019 and Part II. Item 1A of this Form 10-Q.



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Management's Discussion and Analysis

Results of Operations
The following table presents a summarized consolidated statement of operations:
(Dollars in thousands)Three Months Nine Months  Change
  Change   Change
For the periods ended September 30,20192018 $% 20192018 $%
For the three months ended March 31,2020
2019
 $%
Net interest income
$32,978

$33,449
 
($471)(1%) 
$101,420

$98,412
 
$3,008
3%
$32,602

$34,584
 
($1,982)(6%)
Noninterest income18,342
15,215
 3,127
21
 50,462
46,951
 3,511
7
19,927
15,367
 4,560
30
Total revenues51,320
48,664
 2,656
5
 151,882
145,363
 6,519
4
52,529
49,951
 2,578
5
Provision for loan losses400
350
 50
14
 1,575
750
 825
110
Provision for credit losses7,036
650
 6,386
982
Noninterest expense26,870
26,062
 808
3
 81,985
79,480
 2,505
3
30,453
26,964
 3,489
13
Income before income taxes24,050
22,252
 1,798
8
 68,322
65,133
 3,189
5
15,040
22,337
 (7,297)(33)
Income tax expense5,236
4,741
 495
10
 14,740
13,737
 1,003
7
3,139
4,842
 (1,703)(35)
Net income
$18,814

$17,511
 
$1,303
7% 
$53,582

$51,396
 
$2,186
4%
$11,901

$17,495
 
($5,594)(32%)

The following table presents a summary of performance metrics and ratios:
Three Months Nine Months
For the periods ended September 30,20192018 20192018
For the three months ended March 31,2020
2019
Diluted earnings per common share
$1.08

$1.01
 
$3.07

$2.95

$0.68

$1.00
Return on average assets (net income divided by average assets)1.44%1.47% 1.39%1.48%0.89%1.39%
Return on average equity (net income available for common shareholders divided by average equity)15.20%16.26% 15.09%16.41%9.49%15.52%
Net interest income as a percentage of total revenues64%69% 67%68%62%69%
Noninterest income as a percentage of total revenues36%31% 33%32%38%31%

Net income totaled $18.8$11.9 million for the three months ended September 30, 2019, up by $1.3March 31, 2020, compared to $17.5 million or 7%, overfor the same period in 2018. This increase was mainly driven by increased mortgage banking activities and loan related derivative transactions.

Net income totaled $53.6 million2019. Income before taxes for the ninethree months ended September 30, 2019, updecreased by $2.2$7.3 million, or 4%33%, overfrom the same period in 2018. This largely reflected growth in net2019. Our results for the first quarter of 2020 reflect the adoption of the CECL accounting methodology and the impacts of the COVID-19 pandemic and lower market interest income, increased mortgage banking activities and loan related derivative transactions, partially offset by lower wealth management revenues and increased salaries and employee benefits expense.rates.



- 50-52-



Management's Discussion and Analysis

Average Balances / Net Interest Margin - Fully Taxable Equivalent (FTE) Basis
The following table presents average balance and interest rate information.  Tax-exempt income is converted to a fully taxable equivalent basis using the statutory federal income tax rate adjusted for applicable state income taxes net of the related federal tax benefit. Unrealized gains (losses) on available for sale securities and fair value adjustments on mortgage loans held for sale are excluded from the average balance and yield calculations. Nonaccrual loans, as well as interest recognized on these loans, are included in amounts presented for loans.
Three months ended September 30,2019 2018 Change
Three months ended March 31,2020 2019 Change
(Dollars in thousands)Average BalanceInterestYield/ Rate Average BalanceInterestYield/ Rate Average BalanceInterestYield/ RateAverage BalanceInterestYield/ Rate Average BalanceInterestYield/ Rate Average BalanceInterestYield/ Rate
Assets:            
Cash, federal funds sold and short-term investments
$96,231

$493
2.03 
$52,218

$261
1.98 
$44,013

$232
0.05

$113,344

$349
1.24 
$56,359

$340
2.45 
$56,985

$9
(1.21)
Mortgage loans held for sale39,771
410
4.09 34,571
384
4.41 5,200
26
(0.32)31,087
285
3.69 16,587
180
4.40 14,500
105
(0.71)
Taxable debt securities920,910
6,318
2.72 825,302
5,383
2.59 95,608
935
0.13
905,293
5,833
2.59 1,000,911
7,226
2.93 (95,618)(1,393)(0.34)
Nontaxable debt securities75
3
15.87 935
11
4.67 (860)(8)11.20


 935
10
4.34 (935)(10)(4.34)
Total securities920,985
6,321
2.72 826,237
5,394
2.59 94,748
927
0.13
905,293
5,833
2.59 1,001,846
7,236
2.93 (96,553)(1,403)(0.34)
FHLB stock47,982
747
6.18 45,181
634
5.57 2,801
113
0.61
51,962
640
4.95 46,988
695
6.00 4,974
(55)(1.05)
Commercial real estate1,490,878
17,314
4.61 1,233,230
13,931
4.48 257,648
3,383
0.13
1,582,956
16,097
4.09 1,425,225
16,879
4.80 157,731
(782)(0.71)
Commercial & industrial584,601
6,946
4.71 642,005
7,720
4.77 (57,404)(774)(0.06)607,499
6,556
4.34 618,364
7,544
4.95 (10,865)(988)(0.61)
Total commercial2,075,479
24,260
4.64 1,875,235
21,651
4.58 200,244
2,609
0.06
2,190,455
22,653
4.16 2,043,589
24,423
4.85 146,866
(1,770)(0.69)
Residential real estate1,367,017
13,728
3.98 1,331,304
13,362
3.98 35,713
366

1,469,282
14,283
3.91 1,357,835
13,765
4.11 111,447
518
(0.20)
Home equity291,058
3,615
4.93 284,080
3,469
4.84 6,978
146
0.09
285,832
3,101
4.36 278,581
3,564
5.19 7,251
(463)(0.83)
Other22,270
278
4.95 27,635
344
4.94 (5,365)(66)0.01
19,855
249
5.04 25,629
316
5.00 (5,774)(67)0.04
Total consumer313,328
3,893
4.93 311,715
3,813
4.85 1,613
80
0.08
305,687
3,350
4.41 304,210
3,880
5.17 1,477
(530)(0.76)
Total loans3,755,824
41,881
4.42 3,518,254
38,826
4.38 237,570
3,055
0.04
3,965,424
40,286
4.09 3,705,634
42,068
4.60 259,790
(1,782)(0.51)
Total interest-earning assets4,860,793
49,852
4.07 4,476,461
45,499
4.03 384,332
4,353
0.04
5,067,110
47,393
3.76 4,827,414
50,519
4.24 239,696
(3,126)(0.48)
Noninterest-earning assets320,223
  248,437
  71,786




327,838
  268,689
  59,149




Total assets
$5,181,016
  
$4,724,898
  
$456,118
  
$5,394,948
  
$5,096,103
  
$298,845
  
Liabilities and Shareholders’ Equity:            
Interest-bearing demand deposits
$137,980

$649
1.87 
$134,632

$465
1.37 
$3,348

$184
0.50

$155,416

$500
1.29 
$165,911

$686
1.68 
($10,495)
($186)(0.39)
NOW accounts471,302
69
0.06 458,143
104
0.09 13,159
(35)(0.03)505,282
69
0.05 454,868
84
0.07 50,414
(15)(0.02)
Money market accounts699,138
2,094
1.19 631,570
1,104
0.69 67,568
990
0.50
795,268
2,092
1.06 646,250
1,609
1.01 149,018
483
0.05
Savings accounts362,142
72
0.08 375,528
60
0.06 (13,386)12
0.02
374,374
62
0.07 369,219
61
0.07 5,155
1

Time deposits (in-market)800,571
4,181
2.07 706,726
2,806
1.58 93,845
1,375
0.49
780,355
4,049
2.09 789,378
3,727
1.91 (9,023)322
0.18
Total interest-bearing in-market deposits2,471,133
7,065
1.13 2,306,599
4,539
0.78 164,534
2,526
0.35
2,610,695
6,772
1.04 2,425,626
6,167
1.03 185,069
605
0.01
Wholesale brokered time deposits475,026
2,727
2.28 438,604
2,007
1.82 36,422
720
0.46
391,822
1,764
1.81 473,799
2,529
2.16 (81,977)(765)(0.35)
Total interest-bearing deposits2,946,159
9,792
1.32 2,745,203
6,546
0.95 200,956
3,246
0.37
3,002,517
8,536
1.14 2,899,425
8,696
1.22 103,092
(160)(0.08)
FHLB advances980,091
6,512
2.64 852,904
4,937
2.30 127,187
1,575
0.34
1,123,754
5,765
2.06 1,027,285
6,661
2.63 96,469
(896)(0.57)
Junior subordinated debentures22,681
245
4.29 22,681
232
4.06 
13
0.23
22,681
213
3.78 22,681
253
4.52 
(40)(0.74)
Total interest-bearing liabilities3,948,931
16,549
1.66 3,620,788
11,715
1.28 328,143
4,834
0.38
4,148,952
14,514
1.41 3,949,391
15,610
1.60 199,561
(1,096)(0.19)
Noninterest-bearing demand deposits626,408
  612,597
  13,811
  610,872
  607,033
  3,839
  
Other liabilities115,480
  65,207
  50,273
  132,000
  83,438
  48,562
  
Shareholders’ equity490,197
  426,306
  63,891
  503,124
  456,241
  46,883
  
Total liabilities and shareholders’ equity
$5,181,016
  
$4,724,898
  
$456,118
  
$5,394,948
  
$5,096,103
  
$298,845
  
Net interest income (FTE) 
$33,303
  
$33,784
  
($481)  
$32,879
  
$34,909
  
($2,030) 
Interest rate spread 2.41  2.75  (0.34) 2.35  2.64  (0.29)
Net interest margin 2.72  2.99  (0.27) 2.61  2.93  (0.32)



- 51-53-



Management's Discussion and Analysis

Interest income amounts presented in the preceding table include the following adjustments for taxable equivalency:
(Dollars in thousands)  
Three months ended September 30,20192018Change
Three months ended March 31,20202019Change
Commercial loans
$323

$333

($10)
$278

$324

($46)
Nontaxable debt securities2
2


1
(1)
Total
$325

$335

($10)
$278

$325

($47)
            
Nine months ended September 30,2019 2018 Change
(Dollars in thousands)Average BalanceInterestYield/ Rate Average BalanceInterestYield/ Rate Average BalanceInterestYield/ Rate
Assets:           
Cash, federal funds sold and short-term investments
$75,333

$1,232
2.19 
$53,828

$723
1.80 
$21,505

$509
0.39
Mortgage loans held for sale28,379
878
4.14 29,770
923
4.15 (1,391)(45)(0.01)
Taxable debt securities972,511
20,550
2.83 817,274
15,859
2.59 155,237
4,691
0.24
Nontaxable debt securities602
24
5.33 1,743
65
4.99 (1,141)(41)0.34
Total debt securities973,113
20,574
2.83 819,017
15,924
2.60 154,096
4,650
0.23
FHLB stock48,185
2,162
6.00 43,149
1,700
5.27 5,036
462
0.73
Commercial real estate1,461,736
51,702
4.73 1,225,875
39,740
4.33 235,861
11,962
0.40
Commercial & industrial603,143
21,972
4.87 624,563
22,113
4.73 (21,420)(141)0.14
Total commercial2,064,879
73,674
4.77 1,850,438
61,853
4.47 214,441
11,821
0.30
Residential real estate1,358,606
41,099
4.04 1,278,662
37,717
3.94 79,944
3,382
0.10
Home equity284,657
10,757
5.05 285,143
9,908
4.65 (486)849
0.40
Other24,017
887
4.94 29,328
1,073
4.89 (5,311)(186)0.05
Total consumer308,674
11,644
5.04 314,471
10,981
4.67 (5,797)663
0.37
Total loans3,732,159
126,417
4.53 3,443,571
110,551
4.29 288,588
15,866
0.24
Total interest-earning assets4,857,169
151,263
4.16 4,389,335
129,821
3.95 467,834
21,442
0.21
Noninterest-earning assets292,702
   239,187
   53,515
  
Total assets
$5,149,871
   
$4,628,522
   
$521,349
  
Liabilities and Shareholders’ Equity:           
Interest-bearing demand deposits
$144,306

$1,959
1.82 
$100,644

$595
0.79 
$43,662

$1,364
1.03
NOW accounts462,856
228
0.07 456,083
215
0.06 6,773
13
0.01
Money market accounts668,330
5,534
1.11 671,135
2,944
0.59 (2,805)2,590
0.52
Savings accounts365,911
204
0.07 373,105
173
0.06 (7,194)31
0.01
Time deposits (in-market)795,559
11,900
2.00 662,850
6,890
1.39 132,709
5,010
0.61
Total interest-bearing in-market deposits2,436,962
19,825
1.09 2,263,817
10,817
0.64 173,145
9,008
0.45
Wholesale brokered time deposits485,405
8,132
2.24 426,096
5,405
1.70 59,309
2,727
0.54
Total interest-bearing deposits2,922,367
27,957
1.28 2,689,913
16,222
0.81 232,454
11,735
0.47
FHLB advances1,019,172
20,153
2.64 846,359
13,627
2.15 172,813
6,526
0.49
Junior subordinated debentures22,681
750
4.42 22,681
629
3.71 
121
0.71
Total interest-bearing liabilities3,964,220
48,860
1.65 3,558,953
30,478
1.14 405,267
18,382
0.51
Noninterest-bearing demand deposits613,917
   590,573
   23,344
  
Other liabilities98,012
   61,042
   36,970
  
Shareholders’ equity473,722
   417,954
   55,768
  
Total liabilities and shareholders’ equity
$5,149,871
   
$4,628,522
   
$521,349
  
Net interest income (FTE) $102,403   
$99,343
   
$3,060
 
Interest rate spread  2.51   2.81  

(0.30)
Net interest margin  2.82   3.03  

(0.21)


- 52-



Management's Discussion and Analysis

    
(Dollars in thousands)   
Nine months ended September 30,20192018Change
Commercial loans
$977

$918

$59
Nontaxable debt securities6
13
(7)
Total
$983

$931

$52

Net Interest Income
Net interest income continues to be the primary source of our operating income.  Net interest income for the three and nine months ended September 30, 2019March 31, 2020 totaled $33.0$32.6 million, and $101.4 million, respectively, compared to $33.4$34.6 million and $98.4 million, respectively, for the same periodsperiod in 2018.2019. Net interest income is affected by the level of, and changes in, interest rates, and changes in the amount and composition of interest-earning assets and interest-bearing liabilities.  Prepayment penalty income associated with loan payoffs is included in net interest income.

The following discussion presents net interest income on a fully taxable equivalent (“FTE”) basis by adjusting income and yields on tax-exempt loans and securities to be comparable to taxable loans and securities.

The analysis of net interest income, net interest margin and the yield on loans may be impacted by the amountperiodic recognition of prepayment penalty income associated with loan payoffs recognized in each period. For the three and nine months ended September 30, 2019, prepaymentpayoffs. Prepayment penalty income associated with loan payoffs for both the three months ended March 31, 2020 and 2019 was not material. The analysis of net interest income, net interest margin and the yield on loans is also impacted by changes in the level of net amortization of premiums and discounts on securities and loans, which is included in interest income. As market interest rates decline, as they did in the latter portion of 2019 and first quarter of 2020, loan prepayments and the receipt of payments on mortgage-backed securities generally increase. This results in accelerated levels of amortization reducing net interest income and may also result in the proceeds having to be reinvested at a lower rate than the loan or mortgage-backed security being prepaid. As noted in the Unaudited Consolidated Statements of Cash Flows, net amortization of premiums and discounts on securities and loans amounted to $130 thousand and $215 thousand, respectively, compared to $173 thousand and $703 thousand, respectively,$1.5 million for the three months ended March 31, 2020, up by $697 thousand from the same periodsperiod in 2018.2019.

FTE net interest income for the three and nine months ended September 30, 2019March 31, 2020 amounted to $33.3$32.9 million, and $102.4 million, respectively, down by $481 thousand and up by $3.1$2.0 million, respectively,or 6%, from the same periodsperiod in 2018. Excluding the impact2019. Growth in average interest-earning assets, net of prepayment penalty income associated with loan payoffs from each period,increased average interest-bearing liability balances, contributed approximately $2.0 million of additional net interest income; however, this was offset by lower asset yields out-pacing declines in funding costs, which reduced net interest income for the three and nine months ended September 30, 2019 decreased by $438 thousand and increased by $3.5 million, respectively, from the same periods in 2018. The decline in third quarter net interest income reflected an increase in cost of funds, partially offset by growth in average loan balances. On a year-to-date basis, the increase in net interest income reflected growth in average loans and securities and relatively higher market interest rates on variable rate loans, partially offset by higher cost of funds and growth in higher cost time deposits.$4.0 million.

The net interest margin was 2.72% and 2.82%, respectively,2.61% for the three and nine months ended September 30, 2019,March 31, 2020, compared to 2.99% and 3.03%, respectively,2.93% for the same periodsperiod a year ago. Excluding the impact of prepayment penalty income associated with loan payoffs from each period, theCompression in net interest margin was 2.71% and 2.81%, respectively, forresulted from the three and nine months ended September 30, 2019, compared to 2.98% and 3.00%, respectively, fordownward repricing of assets, which occurred at a faster pace than the same periods in 2018. The decrease in the net interest margin was driven by higher costrepricing of funds, partially offset by relatively higher market interest rates on variable rate loans.liabilities.

Total average securities for the three and nine months ended September 30, 2019 increasedMarch 31, 2020 decreased by $94.7$96.6 million, and $154.1 million, respectively,or 10%, from the average balances for the same periodsperiod a year earlier. The decline in the average balance of securities was due to timing of reinvestment of security portfolio cash flows. The FTE rate of return on the securities portfolio for the three and nine months ended September 30, 2019March 31, 2020 was 2.72% and 2.83%2.59%, respectively, compared to 2.59% and 2.60%, respectively,2.93% for the same periodsperiod in 2018,2019, reflecting purchases of relatively higherlower yielding debt securities, in the fourth quarter of 2018 and first half of 2019.as well as lower market rates.

Total average loan balances for the three and nine months ended September 30, 2019March 31, 2020 increased by $237.6$259.8 million, and $288.6 million, respectively,or 7%, from the average loan balances for the comparable 2018 periods,2019 period, primarily due to growth in average commercial real estate and residential real estate loan balances.balances, including purchases of residential mortgage loans in the latter portion of 2019 and first quarter of 2020. The yield on total loans for the three and nine months ended September 30, 2019March 31, 2020 was 4.42% and 4.53%,4.09% compared to 4.38% and 4.29%, respectively,4.60% for the same periodsperiod in 2018.2019. Yields on LIBOR-based and prime-based loans reflected relatively higherlower market interest rates.

The average balance of FHLB advances for the three and nine months ended September 30, 2019March 31, 2020 increased by $127.2$96.5 million, and $172.8 million, respectively,or 9%, compared to the average balances for the same periodsperiod in 2018 to fund loan growth and purchases of securities.2019. The average rate paid on such advances for both the three and nine months ended September 30, 2019March 31, 2020 was 2.64%2.06%, compared to 2.30% and 2.15%, respectively,2.63% for the same periodsperiod in 2018,2019, due to relatively higherlower rates on short-term advances.


- 53-



Management's Discussion and Analysis


Included in total average interest-bearing deposits were of out-of-market wholesale brokered time deposits, which increased by $36.4 million and $59.3 million, respectively, from the same periods in 2018. The average rate paid on wholesale brokered time deposits for the three and nine months ended September 30, 2019 was 2.28% and 2.24%, respectively, compared to 1.82% and 1.70%, respectively, for the same periods in 2018, as maturities were replaced with wholesale brokered time deposits with higher rates.

Average in-market interest-bearing deposits, which excludes wholesale brokered time deposits, for the three and nine months ended September 30, 2019 increased by $164.5 million and $173.1 million, respectively, from the average balances for the same periods in 2018. The year-over-year increase in average in-market interest bearing deposits was largely due to growth in time deposits. The average rate paid on in-market interest-bearing deposits for the three and nine months ended September 30, 2019 increased by 35 basis points and 45 basis points, respectively, compared to the same periods in 2018, largely due to higher rates paid on promotional time deposits, as well as competitive pricing on money market accounts and interest-bearing demand deposits.

The average balance of noninterest-bearing demand deposits for the three and nine months ended September 30, 2019 increased by $13.8 million and $23.3 million, respectively, from the average balances for the same periods in 2018.



- 54-



Management's Discussion and Analysis

Included in total average interest-bearing deposits were of out-of-market wholesale brokered time deposits, which decreased by $82.0 million, or 17%, from the same period in 2019. The average rate paid on wholesale brokered time deposits for the three months ended March 31, 2020 was 1.81%, compared to 2.16% for the same period in 2019, as maturities were replaced with wholesale brokered time deposits with lower rates.

Average in-market interest-bearing deposits, which excludes wholesale brokered time deposits, for the three months ended March 31, 2020 increased by $185.1 million, or 8%, from the average balances for the same period in 2019. The year-over-year increase in average in-market interest bearing deposits largely reflected growth in money market accounts. The average rate paid on in-market interest-bearing deposits for the three months ended March 31, 2020 increased by 1 basis point, compared to the same period in 2019.

The average balance of noninterest-bearing demand deposits for the three months ended March 31, 2020 increased by $3.8 million, or 1%, from the average balances for the same period in 2019.

Volume / Rate Analysis - Interest Income and Expense (FTE Basis)
The following table presents certain information on a FTE basis regarding changes in our interest income and interest expense for the period indicated.  The net change attributable to both volume and rate has been allocated proportionately.
(Dollars in thousands)Three Months Ended September 30, 2019 vs. 2018 Nine Months Ended September 30, 2019 vs. 2018Change Due to
Change Due to Change Due to
VolumeRateNet Change VolumeRateNet Change
Three Months Ended March 31, 2020 vs. 2019VolumeRateNet Change
Interest on Interest-Earning Assets:    
Cash, federal funds sold and other short-term investments
$225

$7

$232
 
$330

$179

$509

$231

($222)
$9
Mortgage loans held for sale55
(29)26
 (43)(2)(45)136
(31)105
Taxable debt securities652
283
935
 3,153
1,538
4,691
(652)(741)(1,393)
Nontaxable debt securities(17)9
(8) (45)4
(41)(5)(5)(10)
Total securities635
292
927
 3,108
1,542
4,650
(657)(746)(1,403)
FHLB stock41
72
113
 211
251
462
69
(124)(55)
Commercial real estate2,970
413
3,383
 8,082
3,880
11,962
1,746
(2,528)(782)
Commercial & industrial(679)(95)(774) (778)637
(141)(130)(858)(988)
Total commercial2,291
318
2,609
 7,304
4,517
11,821
1,616
(3,386)(1,770)
Residential real estate366

366
 2,405
977
3,382
1,095
(577)518
Home equity83
63
146
 (17)866
849
91
(554)(463)
Other(67)1
(66) (197)11
(186)(72)5
(67)
Total consumer16
64
80
 (214)877
663
19
(549)(530)
Total loans2,673
382
3,055
 9,495
6,371
15,866
2,730
(4,512)(1,782)
Total interest income3,629
724
4,353
 13,101
8,341
21,442
2,509
(5,635)(3,126)
Interest on Interest-Bearing Liabilities:    
Interest-bearing demand deposits12
172
184
 341
1,023
1,364
(41)(145)(186)
NOW accounts3
(38)(35) 1
12
13
8
(23)(15)
Money market accounts127
863
990
 (12)2,602
2,590
386
97
483
Savings accounts(2)14
12
 (3)34
31
1

1
Time deposits (in-market)412
963
1,375
 1,570
3,440
5,010
(44)366
322
Total interest-bearing in-market deposits552
1,974
2,526
 1,897
7,111
9,008
310
295
605
Wholesale brokered time deposits178
542
720
 831
1,896
2,727
(403)(362)(765)
Total interest-bearing deposits730
2,516
3,246
 2,728
9,007
11,735
(93)(67)(160)
FHLB advances791
784
1,575
 3,084
3,442
6,526
588
(1,484)(896)
Junior subordinated debentures
13
13
 
121
121

(40)(40)
Total interest expense1,521
3,313
4,834
 5,812
12,570
18,382
495
(1,591)(1,096)
Net interest income (FTE)
$2,108

($2,589)
($481) 
$7,289

($4,229)
$3,060

$2,014

($4,044)
($2,030)



- 55-



Management's Discussion and Analysis

Provision and Allowance for LoanCredit Losses
TheEffective January 1, 2020, Washington Trust adopted Topic 326, often referred to as CECL, which requires the measurement of expected lifetime credit losses for financial assets measured at amortized cost, as well as unfunded commitments that are considered off-balance sheet credit exposures. CECL requires that the allowance for credit losses, or ACL, be calculated based on current expected credit losses over the full remaining expected life of the financial assets and also consider expected future changes in macroeconomic conditions. See Note 2 to the Unaudited Consolidated Financial Statements for additional disclosure on the impact of adopting Topic 326.

Prior to January 1, 2020, the provision for loan losses iswas based on an incurred loss model. The incurred loss model was based on management’s periodic assessment of the adequacy of the allowance for loancredit losses on loans which, in turn, iswas based on such interrelated factors as the composition of the loan portfolio and its inherent risk characteristics; the levels of nonperforming loans, past due loans and net charge-offs, both current and historic; local economic and credit conditions; the direction of real estate values; and regulatory guidelines.  The provision for loan losses iswas charged against earnings in order to maintain an allowance for loan losses that reflectsreflected management’s best estimate of probable losses inherent in the loan portfolio at the balance sheet date.

Loan loss provisionsFor the three months ended March 31, 2020, a provision for credit losses of $400 thousand and $1.6$7.0 million respectively, werewas charged to earnings, compared to $650 thousand for the threesame period in 2019. The year-over-year increase was mainly attributable to the significant deterioration in the economic forecast due to the COVID-19 pandemic and nine months ended September 30, 2019, compared to $350 thousand and $750 thousand, respectively for the three and nine months ended September 30, 2018. These provisions were based on management’s assessment of loss exposure, as well as loss allocations commensurate withalso reflected loan growth and changes in the loan portfolio, including changesunderlying portfolio. Estimating an appropriate level of ACL in asset qualityloans necessarily involves a high degree of judgment and credit quality metrics.



- 55-



Management's Discussioncontinued uncertainty regarding the severity and Analysis
duration of the pandemic and related economic effects will continue to affect the ACL.

Net charge-offs totaled $801$623 thousand and $1.7 million, respectively, for the three and nine months ended September 30, 2019.March 31, 2020. This compared to net charge-offs of $15$78 thousand and $729 thousand, respectively, for the same periodsperiod in 2018.2019.

The allowance for loancredit losses on loans was $27.0$39.7 million, or 0.71%0.97% of total loans, at September 30, 2019,March 31, 2020, compared to $27.1an allowance for loan losses of $27.0 million, or 0.74%0.69% of total loans, at December 31, 2018.2019. See additional discussion under the caption “Asset Quality” for further information on the allowance for loan losses.credit losses on loans.

Noninterest Income
Noninterest income is an important source of revenue for Washington Trust.  The principal categories of noninterest income are shown in the following table:
(Dollars in thousands)Three Months Nine Months    Change
    Change     Change
Periods ended September 30,2019 2018 $ % 2019 2018 $ %
Three months ended March 31,2020
 2019
 $ %
Noninterest income:                      
Wealth management revenues
$9,153
 
$9,454
 
($301) (3%) 
$27,954
 
$29,329
 
($1,375) (5)%
$8,689
 
$9,252
 
($563) (6%)
Mortgage banking revenues4,840
 2,624
 2,216
 84
 11,126
 8,403
 2,723
 32
6,096
 2,646
 3,450
 130
Card interchange fees1,099
 983
 116
 12
 3,114
 2,791
 323
 12
947
 997
 (50) (5)
Service charges on deposit accounts939
 885
 54
 6
 2,743
 2,651
 92
 3
860
 875
 (15) (2)
Loan related derivative income1,407
 278
 1,129
 406
 2,877
 1,087
 1,790
 165
2,455
 724
 1,731
 239
Income from bank-owned life insurance569
 572
 (3) (1) 1,784
 1,624
 160
 10
564
 649
 (85) (13)
Net realized gains on securities
 
 
 100
 (80) 
 (80) 100
Other income335
 419
 (84) (20) 944
 1,066
 (122) (11)316
 224
 92
 41
Total noninterest income
$18,342
 
$15,215
 
$3,127
 21 % 
$50,462
 
$46,951
 
$3,511
 7 %
$19,927
 
$15,367
 
$4,560
 30 %

Noninterest Income Analysis
Revenue from wealth management services is our largest source of noninterest income, representing 55%44% of total noninterest income for the ninethree months ended September 30, 2019,March 31, 2020, compared to 62%60% for the same period in 2018.2019. A substantial portion of wealth management revenues is dependent on the value of wealth management assets under administration and is closely tied to the performance of the financial markets. This portion of wealth management revenues is referred to as “asset-based” and includes trust and investment management fees. Wealth management revenues also include “transaction-based” revenues, such as financial planning, commissions and other service fees that are not primarily derived from the value of assets.

The categories of wealth management revenues are shown in the following table:
(Dollars in thousands)Three Months Nine Months
     Change     Change
Periods ended September 30,2019 2018 $ % 2019 2018 $ %
Wealth management revenues:               
Asset-based revenues
$9,013
 
$9,322
 
($309) (3)% 27,075
 28,413
 (1,338) (5)
Transaction-based revenues140
 132
 8
 6
 879
 916
 (37) (4)
Total wealth management revenues
$9,153
 
$9,454
 
($301) (3)% 
$27,954
 
$29,329
 
($1,375) (5)%

Wealth management revenues for the three and nine months ended September 30, 2019 decreased by $301 thousand and $1.4 million, respectively, from the comparable periods in 2018, due to a decline in asset-based revenues.



- 56-



Management's Discussion and Analysis

The categories of wealth management revenues are shown in the following table:
(Dollars in thousands)    Change
Three months ended March 31,2020
 2019
 $ %
Wealth management revenues:       
Asset-based revenues
$8,355
 
$8,921
 
($566) (6)%
Transaction-based revenues334
 331
 3
 1
Total wealth management revenues
$8,689
 
$9,252
 
($563) (6)%

Wealth management revenues for the three months ended March 31, 2020 decreased by $563 thousand, or 6%, from the comparable period in 2019, due to a decline in asset-based revenues.

The following table presents the changes in wealth management assets under administration:administration (“AUA”):
(Dollars in thousands)Three Months Nine Months 
Periods ended September 30,2019 2018 2019 2018
Three months ended March 31,2020
 2019
Wealth management assets under administration:          
Balance at the beginning of period
$6,478,890
 
$6,220,155
 
$5,910,814
 
$6,714,637

$6,235,801
 
$5,910,814
Net investment appreciation & income66,514
 232,245
 809,060
 333,671
(772,735) 520,057
Net client asset flows(419,077) 9,940
 (593,547) (585,968)(125,333) (80,743)
Balance at the end of period
$6,126,327
 
$6,462,340
 
$6,126,327
 
$6,462,340

$5,337,733
 
$6,350,128

Wealth management assets under administration were $6.1AUA amounted to $5.3 billion at September 30, 2019,March 31, 2020, down by $336.0 million,$1.0 billion, or 5%16%, from a year ago. Wealth management assetsthe balance at March 31, 2019. AUA and related asset-based revenues werehave been adversely impacted by net client outflows concentrated in the second half of 2019 and largely associated with the departures of certain client-facing personnel in the first quarter of 2018 and two senior counselors in June 2019. Also, the $898 million decline in AUA from the balance at the end of the second quarter of 2019.December 31, 2019 was largely attributable to declines in financial markets in March 2020.

Mortgage banking revenues represented 22%31% of total noninterest income for the ninethree months ended September 30, 2019,March 31, 2020, compared to 18%17% for the same period in 2018.2019. These revenues are dependent on mortgage origination volume and are sensitive to interest rates and the condition of housing markets.

The composition of mortgage banking revenues and the volume of loans sold to the secondary market are shown in the following table:
(Dollars in thousands)Three Months Nine Months  Change
  Change   Change
Periods ended September 30,20192018 $% 20192018 $%
Three months ended March 31,2020
2019
 $%
Mortgage banking revenues:             
Gains on loan sales, net (1)
$4,752

$2,485
 
$2,267
91 % 
$10,749

$7,950
 
$2,799
35 %
$6,013

$2,474
 
$3,539
143 %
Loan servicing fee income, net (2)88
139
 (51)(37) 377
453
 (76)(17)83
172
 (89)(52)
Total mortgage banking revenues
$4,840

$2,624
 
$2,216
84 % 
$11,126

$8,403
 
$2,723
32 %
$6,096

$2,646
 
$3,450
130 %
             
Loans sold to the secondary market (3)

$184,976

$132,116
 
$52,860
40 % 
$414,469

$334,677
 
$79,792
24 %
$162,191

$92,079
 
$70,112
76 %
(1)Includes gains on loan sales, commission income on loans originated for others, servicing right gains, fair value adjustments on mortgage loans held for sale, and fair value adjustments and gains (losses) on forward loan commitments.
(2)Represents loan servicing fee income, net of servicing right amortization and valuation adjustments.
(3)Includes brokered loans (loans originated for others).

For the three and nine months ended September 30, 2019,March 31, 2020, mortgage banking revenues were up by $2.2$3.5 million, and $2.7 million, respectively,or 130%, compared to the same periodsperiod in 2018.2019. The increase in mortgage banking revenues reflected a higher sales volume and an increase in the sales yield on loans sold into the secondary market. Also included wasmarket, as well as an increase in the mortgage pipeline and a corresponding increase in the fair value adjustments onof mortgage loan commitments and loans held for sale, reflecting growth in the mortgage pipeline and corresponding loan commitment balances.

Loan related derivative income forsale. For the three and nine months ended September 30, 2019 increased by $1.1 million and $1.8 million, respectively, from March 31, 2020, mortgage loans sold to the comparable periods in 2018, due to a higher volume of commercial borrower interest rate swap transactions.

secondary


- 57-



Management's Discussion and Analysis

market totaled $162.2 million, compared to $92.1 million for the same period in 2019. Mortgage origination and sales activity increased year over year in response to declines in market interest rates.

Loan related derivative income for the three months ended March 31, 2020 increased by $1.7 million, or 239%, from the comparable period in 2019, reflecting higher gains on commercial borrower interest rate swap transactions.

Noninterest Expense
The following table presents noninterest expense comparisons:
(Dollars in thousands)Three Months Nine Months    Change
    Change     Change
Periods ended September 30,2019 2018 $ % 2019 2018 $ %
Three months ended March 31,2020
 2019
 $ %
Noninterest expense:                      
Salaries and employee benefits
$18,332
 
$17,283
 
$1,049
 6 % 
$54,387
 
$52,359
 
$2,028
 4 %
$19,468
 
$17,619
 
$1,849
 10 %
Outsourced services2,722
 1,951
 771
 40
 7,846
 6,174
 1,672
 27
3,000
 2,606
 394
 15
Net occupancy1,933
 2,013
 (80) (4) 5,835
 5,945
 (110) (2)2,019
 1,998
 21
 1
Equipment1,046
 1,080
 (34) (3) 3,085
 3,329
 (244) (7)977
 1,011
 (34) (3)
Legal, audit and professional fees645
 559
 86
 15
 1,843
 1,840
 3
 
822
 534
 288
 54
FDIC deposit insurance costs(460) 410
 (870) (212) 509
 1,236
 (727) (59)422
 429
 (7) (2)
Advertising and promotion368
 440
 (72) (16) 1,132
 946
 186
 20
259
 239
 20
 8
Amortization of intangibles236
 245
 (9) (4) 714
 740
 (26) (4)230
 239
 (9) (4)
Other2,048
 2,081
 (33) (2) 6,634
 6,911
 (277) (4)3,256
 2,289
 967
 42
Total noninterest expense
$26,870
 
$26,062
 
$808
 3 % 
$81,985
 
$79,480
 
$2,505
 3 %
$30,453
 
$26,964
 
$3,489
 13 %

Noninterest Expense Analysis
Salaries and employee benefits expense for the three and nine months ended September 30, 2019March 31, 2020 increased by $1.0$1.8 million, and $2.0 million, respectively,or 10%, compared to the same periodsperiod in 2018,2019, largely reflecting annual merit and staffing increases, andas well as volume-related increases in mortgage banking commission expense, partially offset by lower wealth management compensation costs associated with the departure of personnel. Year-to-date salaries and employee benefits expense was also impacted by one-time incentive bonuses of approximately $450 thousand that were recognized in the first quarter of 2018. There were no such one-time bonuses recognized in 2019.expense.

Outsourced services expense for the three and nine months ended September 30, 2019March 31, 2020 increased by $771$394 thousand, and $1.7 million, respectively,or 15%, compared to the same periodsperiod in 2018. Equipment expense for the three and nine months ended September 30, 2019, decreased by $34 thousand and $244 thousand, respectively, from the same periods a year ago. Both thereflects volume-related increase in outsourced servicesthird party processing costs and decline in equipment expense reflected changes to andthe expansion of services provided by third party vendors, including software application processing and operational services, as well as volume-related increases in third party processing costs.vendors.

FDIC deposit insurance costsOther expenses for the three and nine months ended September 30, 2019 decreasedMarch 31, 2020 increased by $870$967 thousand, and $727 thousand, respectively,or 42%, compared to the same periodsperiod in 2018,2019. In the first quarter of 2020, we established a contingency reserve of approximately $800 thousand largely due to approximately $900 thousanda potential loss associated with counterfeit checks drawn on a commercial customer's account, which arose at the end of FDIC assessment credits recognized in the third quarter of 2019.March 2020 and remains under investigation.

Income Taxes
The following table presents the Corporation’s income tax provision and applicable tax rates for the periods indicated:
(Dollars in thousands)    
Three Months Nine Months
Periods ended September 30,20192018 20192018
Three months ended March 31,2020
2019
Income tax expense
$5,236

$4,741
 
$14,740

$13,737

$3,139

$4,842
Effective income tax rate21.8%21.3% 21.6%21.1%20.9%21.7%

The effective income tax rates for the three and nine months ended September 30,March 31, 2020 and 2019 and 2018 differed from the federal rate of 21%, primarily due to state income tax expense, offset by the benefits of tax-exempt income, income from BOLI, federal tax credits and the recognition of excess tax benefits (expense) associated with the settlement of share-based awards.

The decrease in the effective tax rate for the three months endedMarch 31, 2020 compared to the same period in 2019 largely reflected a decrease in state tax expense and an increase in the proportion of tax-exempt income to pre-tax income.



- 58-



Management's Discussion and Analysis

The increase in the effective tax rate for the three and nine months endedSeptember 30, 2019 compared to the same periods in 2018 largely reflected a decrease in excess tax benefits recognized upon the settlement of share-based compensation awards, as well as an increase in state tax expense.

Segment Reporting
The Corporation manages its operations through two business segments, Commercial Banking and Wealth Management Services.  Activity not related to the segments, including activity related to the investment securities portfolio, wholesale funding matters and administrative units are considered Corporate.  The Corporate unit also includes income from BOLI and the residual impact of methodology allocations such as funds transfer pricing offsets.�� Methodologies used to allocate income and expenses to business lines are periodically reviewed and revised. See Note 14 to the Unaudited Consolidated Financial Statements for additional disclosure related to business segments.

Commercial Banking
The following table presents a summarized statement of operations for the Commercial Banking business segment:
(Dollars in thousands)Three Months Nine Months  Change
  Change   Change
Periods ended September 30,20192018 $% 20192018 $%
Three months ended March 31,2020
2019
 $%
Net interest income
$28,515

$27,036
 
$1,479
5% 
$83,684

$79,656
 
$4,028
5%
$29,009

$27,302
 
$1,707
6%
Provision for loan losses400
350
 50
14
 1,575
750
 825
110
Net interest income after provision for loan losses28,115
26,686
 1,429
5
 82,109
78,906
 3,203
4
Provision for credit losses7,036
650
 6,386
982
Net interest income after provision for credit losses21,973
26,652
 (4,679)(18)
Noninterest income8,607
5,174
 3,433
66
 20,753
15,947
 4,806
30
10,665
5,455
 5,210
96
Noninterest expense16,897
16,253
 644
4
 50,661
48,502
 2,159
4
19,461
16,430
 3,031
18
Income before income taxes19,825
15,607
 4,218
27
 52,201
46,351
 5,850
13
13,177
15,677
 (2,500)(16)
Income tax expense4,347
3,344
 1,003
30
 11,371
9,834
 1,537
16
2,764
3,421
 (657)(19)
Net income
$15,478

$12,263
 
$3,215
26% 
$40,830

$36,517
 
$4,313
12%
$10,413

$12,256
 
($1,843)(15%)

Net interest income for the Commercial Banking segment for the three and nine months ended September 30, 2019,March 31, 2020, increased by $1.5$1.7 million, and $4.0 million, respectively,or 6%, from the same periodsperiod in 2018, largely2019, reflecting growth in loans, which was partially offset by a shiftlower yields on loans due to declines in the mix of deposits to higher cost categories and increases in rates paid on in-market deposits.market interest rates.

Loan loss provisionsFor the three months ended March 31, 2020, a provision for credit losses of $400 thousand and $1.6$7.0 million respectively, werewas charged to earnings, compared to $650 thousand for the three and nine months ended September 30, 2019, comparedsame period in 2019. The year-over-year increase was mainly attributable to $350 thousand and $750 thousand, respectively, for the three and nine months ended September 30, 2018. These provisions were based on management’s assessment of loss exposure, as well as loss allocations commensurate with growth and changessignificant deterioration in the loan portfolio, including changes in asset quality and credit quality metrics.economic forecast due to the COVID-19 pandemic.

Noninterest income derived from the Commercial Banking segment for the three and nine months ended September 30, 2019March 31, 2020 was up by $3.4$5.2 million, and $4.8 million, respectively,or 96%, from the comparable periodsperiod in 2018.2019. The increase largely reflected higher mortgage banking revenues and loan related derivative income. See additional discussion under the caption “Noninterest Income” above.

Commercial Banking noninterest expenses for the three and nine months ended September 30, 2019March 31, 2020 were up by $644 thousand and $2.2$3.0 million, respectively,or 18%, from the same periodsperiod in 2018,2019, reflecting increases in salaries and employee benefits and outsourced services expenses, partially offset by lower FDIC deposit insurance costs.expenses. See further discussion under the caption “Noninterest Expense” above.



- 59-



Management's Discussion and Analysis

Wealth Management Services
The following table presents a summarized statement of operations for the Wealth Management Services business segment:
(Dollars in thousands)Three Months Nine Months  Change
  Change   Change
Periods ended September 30,20192018 $% 20192018 $%
Three months ended March 31,2020
2019
 $%
Net interest expense
($114)
($90) 
($24)27% 
($361)
($225) 
($136)60%
($67)
($127) 
$60
(47%)
Noninterest income9,153
9,454
 (301)(3) 27,961
29,329
 (1,368)(5)8,689
9,252
 (563)(6)
Noninterest expense6,577
6,565
 12

 20,720
21,123
 (403)(2)7,200
6,843
 357
5
Income before income taxes2,462
2,799
 (337)(12) 6,880
7,981
 (1,101)(14)1,422
2,282
 (860)(38)
Income tax expense646
710
 (64)(9) 1,845
2,008
 (163)(8)356
617
 (261)(42)
Net income
$1,816

$2,089
 
($273)(13%) 
$5,035

$5,973
 
($938)(16%)
$1,066

$1,665
 
($599)(36%)



- 59-



Management's Discussion and Analysis

For the three and nine months ended September 30, 2019,March 31, 2020, noninterest income derived from the Wealth Management Services segment decreased by $301$563 thousand, and $1.4 million, respectively,or 6%, compared to the same periodsperiod in 2018.2019. See further discussion of wealth management revenues under the caption “Noninterest Income” above.

For the three and nine months ended September 30, 2019,March 31, 2020, noninterest expenses for the Wealth Management Services segment increased by $12 thousand and decreased by $403 thousand, respectively.$357 thousand. The modest increase in third quarter noninterest expenses reflectedreflects higher outsourced services and legal expenses, offset by lower compensation costs.as well as modest increases across a variety of noninterest expense categories. See further discussion under the caption “Noninterest Expense” above. The decrease in year-to-date noninterest expenses was attributable to software system implementation costs incurred in 2018 associated with an April 2018 system implementation.

Corporate
The following table presents a summarized statement of operations for the Corporate unit:
(Dollars in thousands)Three Months Nine Months  Change
  Change   Change
Periods ended September 30,20192018 $% 20192018 $%
Three months ended March 31,2020
2019
 $%
Net interest income
$4,577

$6,503
 
($1,926)(30%) 
$18,097

$18,981
 
($884)(5%)
$3,660

$7,409
 
($3,749)(51%)
Noninterest income582
587
 (5)(1) 1,748
1,675
 73
4
573
660
 (87)(13)
Noninterest expense3,396
3,244
 152
5
 10,604
9,855
 749
8
3,792
3,691
 101
3
Income before income taxes1,763
3,846
 (2,083)(54) 9,241
10,801
 (1,560)(14)441
4,378
 (3,937)(90)
Income tax expense243
687
 (444)(65) 1,524
1,895
 (371)(20)19
804
 (785)(98)
Net income
$1,520

$3,159
 
($1,639)(52%) 
$7,717

$8,906
 
($1,189)(13%)
$422

$3,574
 
($3,152)(88%)

Net interest income for the Corporate unit for the three and nine months ended September 30, 2019March 31, 2020 was down by $1.9$3.7 million, and $884 thousand, respectively,or 51%, compared to the same periodsperiod in 2018. Higher wholesale funding costs were2019. This decline reflected lower interest income on securities due to a decline in average balances of securities and lower yields, which was partially offset by increased investment income on debt securities resulting from growth in the investment securities portfolio and higher dividend income on FHLB stock.lower wholesale funding costs.

Noninterest expense for the Corporate unit for the three and nine months endedSeptember 30, 2019 was up by $152 thousand and $749 thousand, respectively, from the same periods in 2018,reflecting increases in staffing levels.



- 60-



Management's Discussion and Analysis

Financial Condition
Summary
The following table presents selected financial condition data:
(Dollars in thousands)    Change    Change
September 30,
2019
 December 31,
2018
 $%March 31,
2020
 December 31,
2019
 $%
Cash and due from banks
$141,768
 
$89,923
 
$51,845
58%
$178,678
 
$132,193
 
$46,485
35%
Total securities887,020
 938,225
 (51,205)(5)917,392
 899,490
 17,902
2
Total loans3,778,106
 3,680,360
 97,746
3
4,090,396
 3,892,999
 197,397
5
Allowance for loan losses26,997
 27,072
 (75)
Allowance for credit losses on loans39,665
 27,014
 12,651
47
Total assets5,198,878
 5,010,766
 188,112
4
5,620,979
 5,292,659
 328,320
6
Total deposits3,586,153
 3,524,048
 62,105
2
3,706,314
 3,498,882
 207,432
6
FHLB advances956,786
 950,722
 6,064
1
1,198,534
 1,141,464
 57,070
5
Total shareholders’ equity497,825
 448,184
 49,641
11
508,597
 503,492
 5,105
1

Total assets amounted to $5.2$5.6 billion at September 30, 2019,March 31, 2020, up by $188.1$328.3 million, or 4%6%, from the end of 2018. Included in the increase in total assets was the recognition of operating lease right-of-use assets totaling $28.9 million due to the adoption of ASU 2016-02 on January 1, 2019 as disclosed in Note 2 to the Unaudited Consolidated Financial Statements.2019. The remaining increase in total assets reflected increases in total loans, and the balance of cash and due from banks partially offset by a decrease inand total securities. The increase in cash and due from banks was largely due to increased levels of cash collateral pledged to derivative counterparties. See Note 9 to the Unaudited Consolidated Financial Statements for additional disclosure regarding derivative financial instruments.

The allowance for credit losses on loans increased by $12.7 million, or 47%, from the end of 2019. The increase reflects the adoption of the CECL accounting methodology, as well as the impact of the COVID-19 pandemic. See additional disclosure in the Asset Quality section under the caption “Allowance for credit losses on loans.”

Total deposits increased by $62.1$207.4 million, or 2%6%, and FHLB advances increased by $6.1$57.1 million, or 1%5%, from September 30, 2018.December 31, 2019. Shareholders’ equity amounted to $497.8$508.6 million at September 30, 2019,March 31, 2020, up by $49.6$5.1 million, or 1%, from the balance at December 31, 2018.2019. As of September 30, 2019,March 31, 2020, the Bancorp and the Bank were “well capitalized.” See Note 8 to the Unaudited Consolidated Financial Statements for additional discussion on regulatory capital requirements.


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Management's Discussion and Analysis


Securities
Investment security activity is monitored by the Investment Committee, the members of which also sit on the Asset/Liability Committee (“ALCO”).  Asset and liability management objectives are the primary influence on the Corporation’s investment activities.  However, the Corporation also recognizes that there are certain specific risks inherent in investment portfolio activity.activities.  The securities portfolio is managed in accordance with regulatory guidelines and established internal corporate investment policies that provide limitations on specific risk factors such as market risk, credit risk and concentration, liquidity risk and operational risk to help monitor risks associated with investing in securities.  Reports on the activities conducted by Investment Committee and the ALCO are presented to the Board of Directors on a regular basis.

The Corporation’s securities portfolio is managed to generate interest income, to implement interest rate risk management strategies, and to provide a readily available source of liquidity for balance sheet management. Securities are designated as either available for sale, held to maturity or trading at the time of purchase. The Corporation has not maintained a portfolio of trading securities. Securities available for sale may be sold in response to changes in market conditions, prepayment risk, rate fluctuations, liquidity, or capital requirements. Debt securities available for sale are reported at fair value, with any unrealized gains and losses excluded from earnings and reported as a separate component of shareholders’ equity, net of tax, until realized. Debt securities held to maturity are reported at amortized cost.

Determination of Fair Value
The Corporation uses an independent pricing service to obtain quoted prices. The prices provided by the independent pricing service are generally based on observable market data in active markets. The determination of whether markets are active or inactive is based upon the level of trading activity for a particular security class. The CorporationManagement reviews the independent pricing service’s documentation to gain an understanding of the appropriateness of the pricing methodologies. The CorporationManagement also reviews the prices provided by the independent pricing service for reasonableness based upon current trading levels for similar securities. If the prices appear unusual, they are re-examined and the value is either confirmed or revised. In addition, the Corporationmanagement periodically performs independent price tests of securities to ensure proper valuation and to verify our understanding of how securities are priced. As of September 30, 2019March 31, 2020 and December 31, 2018, the Corporation2019, management did not make any adjustments to the prices provided by the pricing service.


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Management's Discussion and Analysis


Our fair value measurements generally utilize Level 2 inputs, representing quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in inactive markets, and model-derived valuations in which all significant input assumptions are observable in active markets.

See Notes 4 and 10 to the Unaudited Consolidated Financial Statements for additional information regarding the determination of fair value of investment securities.

Securities Portfolio
The carrying amounts of securities held are as follows:
(Dollars in thousands)September 30, 2019 December 31, 2018
 Amount
 %
 Amount
 %
Available for Sale Debt Securities:       
Obligations of U.S. government-sponsored enterprises
$197,324
 22% 
$242,683
 26%
Mortgage-backed securities issued by U.S. government agencies and U.S. government-sponsored enterprises664,905
 76
 660,793
 72
Obligations of states and political subdivisions
 
 937
 
Individual name issuer trust preferred debt securities12,421
 1
 11,772
 1
Corporate bonds12,370
 1
 11,625
 1
Total available for sale debt securities
$887,020
 100% 
$927,810
 100%

(Dollars in thousands)March 31, 2020 December 31, 2019
 Amount
 %
 Amount
 %
Available for Sale Debt Securities:       
Obligations of U.S. government-sponsored enterprises
$133,501
 15% 
$157,648
 18%
Mortgage-backed securities issued by U.S. government agencies and U.S. government-sponsored enterprises764,344
 83
 719,080
 80
Individual name issuer trust preferred debt securities11,096
 1
 12,579
 1
Corporate bonds8,451
 1
 10,183
 1
Total available for sale debt securities
$917,392
 100% 
$899,490
 100%
(Dollars in thousands)September 30, 2019 December 31, 2018
 Amount
 %
 Amount
 %
Held to Maturity Debt Securities:       
Mortgage-backed securities issued by U.S. government agencies and U.S. government-sponsored enterprises
$—
 % 
$10,415
 100%
Total held to maturity debt securities
$—
 % 
$10,415
 100%

As noted above, the securities portfolio is managed to generate interest income, for interest rate risk management purposes, and to provide an available source of liquidity for balance sheet management. Debt securities totaling $82.8 million and $127.8 million, respectively, were purchased during the nine months ended September 30, 2019 and 2018. The 2019 purchases had a weighted average yield of 3.61%, while the 2018 purchases had a weighted average yield of 3.34%. In 2019, the purchases were partially offset by routine principal pay-downs on mortgage-backed securities, calls, maturities and the sale of one debt security.

As disclosed in Note 2 to the Unaudited Consolidated Financial Statements, on January 1, 2019, the Corporation adopted the provisions of ASU 2017-12. As permitted by ASU 2017-12, debt securities classified as held to maturity with an amortized cost of $10.4 million and a fair value of $10.3 million were reclassified to available for sale upon the adoption date.

The securities portfolio stood at $887.0$917.4 million as of September 30, 2019,March 31, 2020, or 17%16% of total assets, compared to $938.2$899.5 million as of December 31, 2018,2019, or 19%17% of total assets. The largest component of the securities portfolio is mortgage-backed securities, all of which are issued by U.S. government agencies or U.S. government-sponsored enterprises.



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Management's Discussion and Analysis

The securities portfolio increased by $17.9 million, or 2%, from the end of 2019, reflecting purchases of debt securities totaling $116.1 million, with a weighted average yield of 2.35%, as well as an increase in the fair value of available for sale securities. These increases were partially offset by routine pay-downs on mortgage-backed securities and calls of debt securities.

As of September 30, 2019,March 31, 2020, the net unrealized gain position on securities available for sale debt securities amounted to $21.0 million, compared to $4.2 million compared to a net unrealized loss position of $22.0 million on securities available for sale and held to maturity as of December 31, 2018.2019. These net positions included gross unrealized losses of $5.4$5.1 million and $24.4$4.9 million, respectively, of as September 30, 2019March 31, 2020 and December 31, 2018.2019. The decreaseincrease in gross unrealized losses in 20192020 was primarily concentrated in obligations of U.S. government agencies and U.S. government-sponsored enterprises, including mortgage-backedtrust preferred debt securities and largelycorporate bonds, and primarily attributable to relative changes in the investment spreads and interest rates sinceand not changes in the timecredit quality of purchase. the issuers of the debt securities. Therefore, no ACL on securities was established in the first quarter of 2020.

See Note 4 to the Unaudited Consolidated Financial Statements for additional information.


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Management's Discussion and Analysis


Loans
Total loans amounted to $3.8$4.1 billion at September 30, 2019,March 31, 2020, up by $97.7$197.4 million, or 3%5%, from the end of 2018,2019, largely due to commercial loan growth in commercialand purchases of residential real estate loans.mortgage loans in the first quarter 2020.

The following is a summary of loans:
(Dollars in thousands)September 30, 2019 December 31, 2018March 31, 2020 December 31, 2019
Amount
 %
 Amount
 %
Amount
 %
 Amount
 %
Commercial:              
Commercial real estate (1)
$1,517,320
 40% 
$1,392,408
 38 %
$1,618,020
 40 % 
$1,547,572
 40%
Commercial & industrial (2)566,426
 15
 620,704
 17
655,157
 16
 585,289
 15
Total commercial2,083,746
 55
 2,013,112
 55
2,273,177
 56
 2,132,861
 55
Residential Real Estate:              
Residential real estate (3)1,378,518
 36
 1,360,387
 37
1,510,472
 37
 1,449,090
 37
Consumer:              
Home equity294,250
 8
 280,626
 8
287,134
 7
 290,874
 7
Other (4)21,592
 1
 26,235
 
19,613
 
 20,174
 1
Total consumer315,842
 9
 306,861
 8
306,747
 7
 311,048
 8
Total loans
$3,778,106
 100% 
$3,680,360
 100 %
$4,090,396
 100 % 
$3,892,999
 100%
(1)ConsistsCRE consists of commercial mortgages primarily secured by income-producing property, as well as construction and development loans. Construction and development loans are made to businesses for land development or the on-site construction of industrial, commercial, or residential buildings.
(2)ConsistsC&I consists of loans to businesses and individuals, a substantial portion of which are fully or partially collateralized by real estate.
(3)ConsistsResidential real estate consists of mortgage and homeowner construction loans secured by one- to four-family residential properties.
(4)ConsistsOther consists of loans to individuals secured by general aviation aircraft and other personal installment loans.

Washington Trust is working with and supporting our customers experiencing financial difficulty due to the COVID-19 pandemic. Depending on the demonstrated need of the borrower, Washington Trust is deferring principal and interest payments for up to six months. Generally, the deferred interest is capitalized when deemed fully collectible and the modified balance is then re-amortized over the remaining term or amortization period. As of May 1, 2020, we have executed 396 short-term deferments on loan balances of $406 million, which represented 10% of total loan balances as of March 31, 2020. In accordance with regulatory guidance and GAAP, these short-term deferments are not required to be classified as troubled debt restructured loans and will not be reported as past due provided that they are performing in accordance with the modified terms. Interest income will continue to be recognized in accordance with GAAP, unless the loan is placed on nonaccrual status in accordance with the nonaccrual loans accounting policy described in Note 5 to the Unaudited Consolidated Financial Statements.

Commercial Loans
The commercial loan portfolio represented 55%56% of total loans at September 30, 2019.March 31, 2020.

In making commercial loans, we may occasionally solicit the participation of other banks. The Bank also participates in commercial loans originated by other banks. In such cases, these loans are individually underwritten by us using standards similar to those employed for our self-originated loans. Our participation in commercial loans originated by other banks amounted to $394.4$455.5 million and $406.4$399.7 million, respectively, at September 30, 2019March 31, 2020 and December 31, 2018.2019. Our participation in commercial


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Management's Discussion and Analysis

loans originated by other banks also includes shared national credits. Shared national credits are defined as participations in loans or loan commitments of at least $100.0 million that are shared by three or more banks.

Commercial loans fall into two major categories, commercial real estate and commercial and industrial loans. Commercial real estate loans consist of commercial mortgages secured by real property where the primary source of repayment is derived from rental income associated with the property or the proceeds of the sale, refinancing or permanent financing of the property. Commercial real estate loans also include construction loans made to businesses for land development or the on-site construction of industrial, commercial, or residential buildings. Commercial and industrial loans primarily provide working capital, equipment financing and financing for other business-related purposes. Commercial and industrial loans are frequently collateralized by equipment, inventory, accounts receivable, and/or general business assets.  A significant portion of the Bank’s commercial and industrial loans is also collateralized by real estate.  Commercial and industrial loans also include tax-exempt loans made to states and political subdivisions, as well as industrial development or revenue bonds issued through quasi-public corporations for the benefit of a private or non-profit entity where that entity rather than the governmental entity is obligated to pay the debt service.

Commercial Real Estate Loans
Commercial real estate loans totaled $1.5$1.6 billion at September 30, 2019,March 31, 2020, up by $124.9$70.4 million, or 9%5%, from the balance at December 31, 2018.2019. Included in commercial real estate loans were construction and development loans of $192.1$175.4 million and $211.5 million, respectively, as of March 31, 2020 and December 31, 2019. For the three months ended March 31, 2020, commercial real estate loan originations and advances totaled approximately $118 million, which were partially offset by payoffs.

The following table presents a summary of commercial real estate loans by property type:
 March 31, 2020 December 31, 2019
 Balance
% of Total Balance% of Total
Commercial Real Estate Loans by Property Type:     
Multi-family dwelling
$475,934
29% 
$430,502
28%
Retail310,652
19
 314,661
20
Office293,964
18
 294,910
19
Hospitality136,818
8
 128,867
8
Healthcare114,597
7
 110,409
7
Industrial and warehouse86,418
5
 82,432
5
Commercial mixed use74,834
5
 73,895
5
Other124,803
9
 111,896
8
Total commercial real estate loans
$1,618,020
100% 
$1,547,572
100%

The average commercial real estate loan size was $3.2 million and the largest individual commercial real estate loan outstanding was $32.2 million as of March 31, 2020.

The following table presents a geographic summary of commercial real estate loans by property location:
(Dollars in thousands)March 31, 2020 December 31, 2019
 Amount% of Total Amount% of Total
Rhode Island
$423,884
26% 
$394,929
25%
Connecticut634,498
39
 616,484
40
Massachusetts482,037
30
 458,029
30
Subtotal1,540,419
95
 1,469,442
95
All other states77,601
5
 78,130
5
Total
$1,618,020
100% 
$1,547,572
100%

As of May 1, 2020, we have executed 88 short-term deferments on commercial real estate balances of $273 million, which represented 17% of total commercial real estate portfolio balances as of March 31, 2020.



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Management's Discussion and Analysis

$190.9Office and multi-family dwelling property types totaled $770 million respectively, as of September 30, 2019March 31, 2020 and December 31, 2018. Fortogether represented 48% of the nine months ended September 30, 2019,total commercial real estate portfolio. Our office properties tend to be for smaller-footprint suburban tenants. Our multi-family properties are located primarily in southern New England. As of May 1, 2020, we have executed 22 short-term deferments on loan originations and advances were approximately $265balances of $56 million, which were partially offset by payoffs.represented 7% of these segments’ aggregate balances as of March 31, 2020.

CommercialWhile all industries have and will continue to experience adverse effects as a result of the COVID-19 pandemic, management currently considers the following commercial real estate loans are secured by a varietysegments to be “at-risk” of property types, with approximately 90%significant impact.

Retail totaled $311 million as of March 31, 2020, or 19% of the total at September 30, 2019 composed of multi-family dwellings, retail facilities, office buildings, lodging, healthcare facilities, industrial and warehouse properties and commercial mixed use properties. The average commercial real estate portfolio. Our retail properties generally have single tenant drugstores or strong anchor tenants, often national grocery store chains. As of May 1, 2020, we have executed 29 short-term deferments on loan size was $3.0balances of $95 million, andwhich represented 31% of this segment’s balances as of March 31, 2020.
Hospitality totaled $137 million, or 8% of the largest individualtotal commercial real estate portfolio. We generally underwrite this portfolio at an LTV of 65% or less. As of May 1, 2020, we have executed 18 short-term deferments on loan outstanding was $26.0balances of $81 million, which represented 59% of this segment’s balances as of September 30, 2019.March 31, 2020.

The following table presents a geographic summaryHealthcare totaled $115 million, or 7% of the total commercial real estate loans, including commercial construction, by property location:
(Dollars in thousands)September 30, 2019 December 31, 2018
 Amount% of Total Amount% of Total
Rhode Island
$378,337
25% 
$377,249
27%
Connecticut618,262
41
 570,116
41
Massachusetts432,424
28
 356,615
26
Subtotal1,429,023
94
 1,303,980
94
All other states88,297
6
 88,428
6
Total
$1,517,320
100% 
$1,392,408
100%
portfolio. This segment is composed of senior housing and nursing homes. As of May 1, 2020, we have executed 1 short-term deferment on a loan balance of $9 million, which represented 8% of this segment’s balances as of March 31, 2020. We expect that there will be further short-term disruption in this segment.

Commercial and Industrial Loans (“C&I”)
Commercial and industrial loans amounted to $566.4$655.2 million at September 30, 2019, downMarch 31, 2020, up by $54.3$69.9 million, or 9%12%, from the balance at December 31, 2018.2019. For the ninethree months ended September 30, 2019,March 31, 2020, originations were approximately $43and advances of $51 million and increased line utilization of $25 million, were partially offset by lower line utilization, payoffs and paydowns.

Shared national credit balances outstanding included in the commercial and industrial loan portfolio totaled $65.6$79.4 million at September 30, 2019.March 31, 2020. All of these loans were included in the pass-rated category of commercial loan credit quality and were current with respect to contractual payment terms at September 30, 2019.March 31, 2020.

The following table presents a summary of commercial and industrial loan portfolio includes loans to a variety of business types, with 90% of the total at September 30, 2019 composed of health care/social assistance, educational services, manufacturing, owner occupied and other real estate, professional, scientific and technical, retail trade, transportation and warehousing, entertainment and recreation, other services, finance and insurance services, public administration and construction businesses. by industry segmentation:
 March 31, 2020 December 31, 2019
 Balance
% of Total Balance% of Total
Commercial & Industrial Loans by Industry Segmentation:     
Healthcare and social assistance
$137,832
21% 
$138,857
24%
Manufacturing65,753
10
 53,561
9
Retail58,899
9
 43,386
7
Educational services56,303
9
 56,556
10
Owner occupied and other real estate51,261
8
 46,033
8
Accommodation and food services44,244
7
 16,562
3
Finance and insurance36,941
6
 28,501
5
Entertainment and recreation32,120
5
 30,807
5
Professional, scientific and technical30,776
5
 37,599
6
Information25,420
4
 22,162
4
Public administration23,597
4
 25,107
4
Transportation and warehousing23,159
4
 20,960
4
Other68,852
8
 65,198
11
Total commercial & industrial loans
$655,157
100% 
$585,289
100%

The average commercial and industrialC&I loan size was $618$716 thousand and the largest individual commercial and industrial loanC&I outstanding was $19.1$25.0 million as of September 30, 2019.March 31, 2020.



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Management's Discussion and Analysis

As of May 1, 2020, we have executed 70 short-term deferments on C&I loan balances of $45 million, which represented 7% of total C&I portfolio balances as of March 31, 2020.

Healthcare and social assistance totaled $138 million as of March 31, 2020 and is our largest single C&I industry segment, representing 21% of the total C&I portfolio. This segment includes specialty medical practices, elder services and community and mental health centers. As of May 1, 2020, we have executed 5 short-term deferments on loan balances of $1 million, which represented 1% of this industry segment’s balances as of March 31, 2020. We expect that there will be further short-term disruption in this industry segment.

While all industries have and will continue to experience adverse effects as a result of the COVID-19 pandemic, management currently considers the following C&I industry segments to be “at-risk” of significant impact.

Retail totaled $59 million as of March 31, 2020, or 9% of the total C&I portfolio. As of May 1, 2020, we have executed 6 short-term deferments on loan balances of $3 million, which represented 5% of this industry segment’s balances as of March 31, 2020.
Educational services totaled $56 million as of March 31, 2020, or 9% of the total C&I portfolio. As of May 1, 2020, we have executed 4 short-term deferments on loan balances of $7 million, which represented 13% of this industry segment’s balances as of March 31, 2020.
Accommodation and food services amounted to $44 million as of March 31, 2020, or 7% of the total C&I portfolio. A single credit relationship in the gaming industry sector represents over 50% of the accommodation and food services segment. As of May 1, 2020, we have executed 13 short-term deferments on loan balances of $11 million, which represented 24% of this industry segment’s balances as of March 31, 2020. The deferments have been executed for a variety of restaurant and food establishments.
Entertainment and recreation totaled $32 million, or 5% of the total C&I portfolio. This industry segment consists largely of golf courses and marinas. As of May 1, 2020, we have executed 2 short-term deferments on loan balances of $2 million, which represented 8% of this industry segment’s balances as of March 31, 2020. The deferments have been executed for golf courses.

Residential Real Estate Loans
The residential real estate loan portfolio represented 36%37% of total loans at September 30, 2019.March 31, 2020.

Residential real estate loans are originated both for sale to the secondary market as well as for retention in the Bank’s loan portfolio. We also originate residential real estate loans for various investors in a broker capacity, including conventional mortgages and reverse mortgages.

The table below presents residential real estate loan origination activity:
(Dollars in thousands) 
Three months ended March 31,2020 2019
 Amount% of Total Amount% of Total
Originations for retention in portfolio
$108,498
37% 
$51,697
38%
Originations for sale to the secondary market (1)
183,222
63
 85,826
62
Total
$291,720
100% 
$137,523
100%
(1)Includes brokered loans (loans originated for others).



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Management's Discussion and Analysis

The table below presents residential real estate loan origination activity:
(Dollars in thousands)Three Months Nine Months
Periods ended September 30,2019 2018 2019 2018
 Amount% of Total Amount% of Total Amount% of Total Amount% of Total
Originations for retention in portfolio
$105,075
36% 
$80,751
40% 
$226,508
34% 
$277,070
46%
Originations for sale to the secondary market (1)189,979
64
 119,832
60
 437,928
66
 330,245
54
Total
$295,054
100% 
$200,583
100% 
$664,436
100% 
$607,315
100%
(1)Includes brokered loans (loans originated for others).

The table below presents residential real estate loan sales activity:
(Dollars in thousands)Three Months Nine Months 
Periods ended September 30,2019 2018 2019 2018
Three months ended March 31,2020 2019
Amount% of Total Amount% of Total Amount% of Total Amount% of TotalAmount% of Total Amount% of Total
Loans sold with servicing rights retained
$25,766
14% 
$24,422
18% 
$53,548
13% 
$82,634
25%
$44,498
27% 
$9,490
10%
Loans sold with servicing rights released (1)159,210
86
 107,694
82
 360,921
87
 252,043
75
117,693
73
 82,589
90
Total
$184,976
100% 
$132,116
100% 
$414,469
100% 
$334,677
100%
$162,191
100% 
$92,079
100%
(1)Includes brokered loans (loans originated for others).

Loans are sold with servicing retained or released. Loans sold with servicing rights retained result in the capitalization of servicing rights. Loan servicing rights are included in other assets and are subsequently amortized as an offset to mortgage banking revenues over the estimated period of servicing. The net balance of capitalized servicing rights amounted to $3.4$3.6 million and $3.7$3.5 million, respectively, as of September 30, 2019March 31, 2020 and December 31, 2018.2019. The balance of residential mortgage loans serviced for others, which are not included in the Unaudited Consolidated Balance Sheets, amounted to $573.6$607.5 million and $588.5$587.0 million, respectively, as of September 30, 2019March 31, 2020 and December 31, 2018.2019.

Residential real estate loans held in portfolio amounted to $1.4$1.5 billion at September 30, 2019,March 31, 2020, up by $18.1$61.4 million, or 4%, from the balance at December 31, 2018. While year-over-year residential real estate mortgage loan origination volumes were higher, a lower percentage2019. During the three months ended March 31, 2020, Washington Trust purchased $51.2 million of residential real estate mortgage loans with a weighted average yield of 3.38% from another financial institution. These loans were originated for retentionindividually evaluated to Washington Trust’s underwriting standards and predominantly secured by properties in portfolio during the three and nine months ended September 30, 2019, compared to the same periods in 2018.Massachusetts.

The following is a geographic summary of residential real estate mortgages by property location:
(Dollars in thousands)September 30, 2019 December 31, 2018March 31, 2020 December 31, 2019
Amount% of Total Amount% of TotalAmount% of Total Amount% of Total
Rhode Island
$347,847
25% 
$352,141
26%
$355,916
24% 
$356,392
25%
Connecticut142,744
11
 141,775
10
138,988
9
 140,574
10
Massachusetts871,309
63
 849,435
63
995,594
66
 932,726
64
Subtotal1,361,900
99
 1,343,351
99
1,490,498
99
 1,429,692
99
All other states16,618
1
 17,036
1
19,974
1
 19,398
1
Total (1)
$1,378,518
100% 
$1,360,387
100%
$1,510,472
100% 
$1,449,090
100%
(1)Includes residential real estate loans purchased from other financial institutions totaling $106.7$187.9 million and $112.9$151.8 million, respectively, as of September 30, 2019March 31, 2020 and December 31, 2018.2019.

As of May 1, 2020, we executed 175 short-term deferments on residential real estate loan balances of $83 million, which represented 6% of total residential real estate portfolio balances as of March 31, 2020. The average size of the loans with deferments was approximately $474 thousand and these loans have an estimated loan-to-value ratio of 63%.

Consumer Loans
Consumer loans include home equity loans and lines of credit and personal installment loans.



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Management's Discussion and Analysis

The consumer loan portfolio totaled $315.8$306.7 million at September 30, 2019, upMarch 31, 2020, down by $9.0$4.3 million, or 3%1%, from December 31, 2018.2019. Home equity lines of credit and home equity loans represented 93%94% of the total consumer portfolio at September 30, 2019.March 31, 2020. The Bank estimates that approximately 65% of the combined home equity lines of credit and home equity loan balances are first lien positions or subordinate to other Washington Trust mortgages. Purchased consumer loans, consisting of loans to individuals secured by general aviation aircraft, amounted to $14.1$12.2 million and $17.6$12.8 million, respectively, at September 30, 2019March 31, 2020 and December 31, 2018.2019.

As of May 1, 2020, we executed 63 short-term deferments on consumer loan balances of $5 million, which represented 2% of total consumer portfolio balances as of March 31, 2020.



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Management's Discussion and Analysis

Asset Quality
Nonperforming Assets
Nonperforming assets include nonaccrual loans and property acquired through foreclosure or repossession.

The following table presents nonperforming assets and additional asset quality data:
(Dollars in thousands)Sep 30,
2019
 Dec 31,
2018
Mar 31,
2020
 Dec 31,
2019
Commercial:      
Commercial real estate
$684
 
$925

$450
 
$603
Commercial & industrial
 
290
 657
Total commercial684
 925
740
 1,260
Residential Real Estate:      
Residential real estate12,531
 9,346
15,423
 14,297
Consumer:      
Home equity1,599
 1,436
1,667
 1,763
Other88
 
88
 88
Total consumer1,687
 1,436
1,755
 1,851
Total nonaccrual loans14,902
 11,707
17,918
 17,408
Property acquired through foreclosure or repossession, net4,142
 2,142
28
 1,109
Total nonperforming assets
$19,044
 
$13,849

$17,946
 
$18,517
      
Nonperforming assets to total assets0.37% 0.28%0.32% 0.35%
Nonperforming loans to total loans0.39% 0.32%0.44% 0.45%
Total past due loans to total loans0.38% 0.37%0.40% 0.40%
Accruing loans 90 days or more past due
$—
 
$—

$—
 
$—

Total nonperforming assets increaseddecreased by $5.2 million$571 thousand from December 31, 2018.2019. This included a net increase of $3.2$1.1 million in nonaccrual residential real estate loans and an increase of $2.0 milliondecrease in property acquired through foreclosure.foreclosure, which resulted from the first quarter sale of a commercial property essentially at its carrying value, and was partially offset by a $510 thousand increase in nonaccrual loans. At September 30, 2019,March 31, 2020, property acquired through foreclosure consisted of two commercial properties.one residential property.

Nonaccrual Loans
During the ninethree months ended September 30, 2019,March 31, 2020, the Corporation made no changes in its practices or policies concerning the placement of loans into nonaccrual status.

The following table presents the activity in nonaccrual loans:
(Dollars in thousands) 
For the three months ended March 31,2020
 2019
Balance at beginning of period
$17,408
 
$11,707
Additions to nonaccrual status1,729
 1,924
Loans returned to accruing status(393) (855)
Loans charged-off(635) (103)
Loans transferred to other real estate owned(28) 
Payments, payoffs and other changes(163) (308)
Balance at end of period
$17,918
 
$12,365



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Management's Discussion and Analysis

The following table presents the activity in nonaccrual loans:
(Dollars in thousands)Three Months Nine Months
For the periods ended September 30,2019 2018 2019 2018
Balance at beginning of period
$12,867
 
$11,745
 
$11,707
 
$15,211
Additions to nonaccrual status5,672
 2,179
 9,216
 5,846
Loans returned to accruing status(597) (361) (1,570) (1,180)
Loans charged-off(966) (96) (1,888) (889)
Loans transferred to other real estate owned(2,000) 
 (2,000) (3,074)
Payments, payoffs and other changes(74) (2,658) (563) (5,105)
Balance at end of period
$14,902
 
$10,809
 
$14,902
 
$10,809

The following table presents additional detail on nonaccrual loans:
(Dollars in thousands)September 30, 2019 December 31, 2018March 31, 2020 December 31, 2019
Days Past Due    Days Past Due   Days Past Due    Days Past Due   
Over 90 Under 90 Total% (1) Over 90 Under 90 Total
% (1)
Over 90 Under 90 Total
% (1)
 Over 90 Under 90 Total
% (1)
Commercial:                          
Commercial real estate
$684
 
$—
 
$684
0.05% 
$—
 
$925
 
$925
0.07%
$450
 
$—
 
$450
0.03% 
$603
 
$—
 
$603
0.04%
Commercial & industrial
 
 

 
 
 

290
 
 290
0.04
 
 657
 657
0.11
Total commercial684
 
 684
0.03
 
 925
 925
0.05
740
 
 740
0.03
 603
 657
 1,260
0.06
Residential Real Estate:                          
Residential real estate4,760
 7,771
 12,531
0.91
 1,509
 7,837
 9,346
0.69
5,686
 9,737
 15,423
1.02
 4,700
 9,597
 14,297
0.99
Consumer:                          
Home equity812
 787
 1,599
0.54
 552
 884
 1,436
0.51
783
 884
 1,667
0.58
 996
 767
 1,763
0.61
Other88
 
 88
0.41
 
 
 

88
 
 88
0.45
 88
 
 88
0.44
Total consumer900
 787
 1,687
0.53
 552
 884
 1,436
0.47
871
 884
 1,755
0.57
 1,084
 767
 1,851
0.60
Total nonaccrual loans
$6,344
 
$8,558
 
$14,902
0.39% 
$2,061
 
$9,646
 
$11,707
0.32%
$7,297
 
$10,621
 
$17,918
0.44% 
$6,387
 
$11,021
 
$17,408
0.45%
(1)Percentage of nonaccrual loans to the total loans outstanding within the respective category.

There were no significant commitments to lend additional funds to borrowers whose loans were on nonaccrual status at September 30, 2019.March 31, 2020.

As of September 30, 2019,March 31, 2020, the composition of nonaccrual loans was 95%96% residential and consumer and 5%4% commercial, compared to 92%93% and 8%7%, respectively, at December 31, 2018.2019.

Nonaccrual residential real estate mortgage loans amounted to $12.5$15.4 million at September 30, 2019,March 31, 2020, up by $3.2$1.1 million from the end of 2018.2019. As of September 30, 2019,March 31, 2020, the balance of nonaccrual residential mortgage loans was predominately secured by properties in Massachusetts, Rhode Island and Connecticut.  Included in total nonaccrual residential real estate loans at September 30, 2019March 31, 2020 were fivefour loans purchased for portfolio and serviced by others amounting to $1.5$1.4 million.  Management monitors the collection efforts of its third party servicers as part of its assessment of the collectibility of nonperforming loans.



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Management's Discussion and Analysis

The following table sets forth information on troubled debt restructured loans as of the dates indicated. The amounts below consist of unpaid principal balance, net of charge-offs and unamortized deferred loan origination fees and costs. Accrued interest is not included in the carrying amounts set forth below. See Note 5 to the Unaudited Consolidated Financial Statements for additional information.
(Dollars in thousands)Sep 30,
2019
 Dec 31,
2018
Accruing troubled debt restructured loans   
Commercial:   
Commercial & industrial
$—
 
$4,714
Residential Real Estate:   
Residential real estate359
 363
Consumer:   
Home equity
 10
Other19
 21
Total consumer19
 31
Total accruing troubled debt restructured loans378
 5,108
    
Nonaccrual troubled debt restructured loans   
Residential Real Estate:   
Residential real estate
$497
 
$510
Total nonaccrual troubled debt restructured loans497
 510
Total troubled debt restructured loans
$875
 
$5,618
(Dollars in thousands)Mar 31,
2020
 Dec 31,
2019
Accruing troubled debt restructured loans373
 376
Nonaccrual troubled debt restructured loans490
 492
Total troubled debt restructured loans
$863
 
$868

Troubled Debt Restructurings
Loans areA loan that has been modified or renewed is considered restructured into be a troubled debt restructuring when two conditions are met: 1) the Corporation has grantedborrower is experiencing financial difficulty and 2) concessions are made for the borrower’s benefit that it otherwise would not haveotherwise be considered tofor a borrower experiencing financial difficulties.or a transaction with similar credit risk characteristics.  These concessions include modifications of the terms of the debt such as reduction of the stated interest rate other than normal market rate adjustments, extension of maturity dates, or reduction of principal balance or accrued interest.  The decision to restructure a loan, versus aggressively enforcing the collection of the loan, may benefit the Corporation by increasing the ultimate probability of collection.

Restructured loans are classified as accruing or non-accruing based on management’s assessment of the collectability of the loan.  Loans that are already on nonaccrual status at the time of the restructuring generally remain on nonaccrual status for approximately six months before management considers such loans for return to accruing status.  Accruing restructured loans are placed into nonaccrual status if and when the borrower fails to comply with the restructured terms and management deems


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Management's Discussion and Analysis

it unlikely that the borrower will return to a status of compliance in the near term.term and full collection of principal and interest is in doubt.

Troubled debt restructurings are reported as such for at least one year from the date of the restructuring.  In years after the restructuring, troubled debt restructured loans are removed from this classification if the restructuring did not involve a below-market rate concession and the loan is not deemed to be impaired based on theperforming in accordance with their modified contractual terms specified in the restructuring agreement.for a reasonable period of time.

As of September 30, 2019,March 31, 2020, there were no significant commitments to lend additional funds to borrowers whose loans had been restructured.

Troubledrestructured in a troubled debt restructured loans decreased by $4.7 million from the end of December 31, 2018 due to the payoff of one accruing commercial and industrial loan that occurred in the second quarter of 2019.restructuring.

The allowance for credit losses on loans losses included specific reserves for troubled debt restructurings of $101$95 thousand and $103$97 thousand, respectively, at September 30, 2019March 31, 2020 and December 31, 2018.2019.



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Management's Discussion and Analysis
See Note 4 for disclosure regarding the Corporation’s election to account for eligible loan modifications under Section 4013 of the CARES Act.

Past Due Loans
The following table presents past due loans by category:
(Dollars in thousands)September 30, 2019 December 31, 2018March 31, 2020 December 31, 2019
Amount 
% (1)

 Amount 
% (1)

Amount 
% (1)

 Amount 
% (1)

Commercial:              
Commercial real estate
$684
 0.05% 
$1,080
 0.08%
$1,275
 0.08% 
$1,433
 0.09%
Commercial & industrial1
 
 
 
310
 0.05
 1
 
Total commercial685
 0.03
 1,080
 0.05
1,585
 0.07
 1,434
 0.07
Residential Real Estate:              
Residential real estate11,599
 0.84
 10,520
 0.77
12,293
 0.81
 11,429
 0.79
Consumer:              
Home equity1,973
 0.67
 1,989
 0.71
2,482
 0.86
 2,696
 0.93
Other99
 0.46
 33
 0.13
115
 0.59
 130
 0.64
Total consumer2,072
 0.66
 2,022
 0.66
2,597
 0.85
 2,826
 0.91
Total past due loans
$14,356
 0.38% 
$13,622
 0.37%
$16,475
 0.40% 
$15,689
 0.40%
(1)Percentage of past due loans to the total loans outstanding within the respective category.

As of September 30, 2019,March 31, 2020, the composition of past due loans (loans past due 30 days or more) was 95%90% residential and consumer and 5%10% commercial, compared to 92%91% and 8%9%, respectively, at December 31, 2018.2019. Total past due loans increased by $734$786 thousand from the end of 2018,2019, as an increase in past due residential real estate loans was partially offset by a decline in past due commercial real estate loans.

Total past due loans included $9.8$11.4 million of nonaccrual loans as of September 30, 2019,March 31, 2020, compared to $8.6$11.5 million as of December 31, 2018.2019. All loans 90 days or more past due at September 30, 2019March 31, 2020 and December 31, 20182019 were classified as nonaccrual.

Potential Problem Loans
The Corporation classifies certain loans as “substandard,” “doubtful,” or “loss” based on criteria consistent with guidelines provided by banking regulators.  Potential problem loans consist of classified accruing commercial loans that were less than 90 days past due at September 30, 2019March 31, 2020 and other loans for which 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 disclosure of such loans as nonperforming at some time in the future.  These loans are not included in the amounts of nonaccrual or restructured loans presented above.  Management cannot predict the extent to which economic conditions or other factors may impact borrowers and the potential problem loans.  Accordingly, there can be no assurance that other loans will not become 90 days or more past due, be placed on nonaccrual, become restructured, or require increased allowance coverage and provision for loan losses.



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Management's Discussion and Analysis

Management has identified approximately $11.7$10.1 million in potential problem loans at September 30, 2019,March 31, 2020, compared to $14.9$10.3 million at December 31, 2018. The decrease in potential problem loan from December 31, 2018 was largely due to one commercial real estate loan that was placed on nonaccrual status, partially charged-off and transferred to other real estate owned in 2019. As of September 30, 2019, 98% ofMarch 31, 2020, the balance of potential problem loans consisted of threefour commercial relationships, andwhich were all of these commercial relationships were current with respect to payment terms. Potential problem loans are assessed for loss exposure using the methods described in Note 5 to the Unaudited Consolidated Financial Statements under the caption “Credit Quality Indicators.”

Allowance for Credit Losses on Loans
The ACL on loans is management’s estimated valuation allowance at each reporting date in accordance with GAAP.  The ACL on loans is increased through a provision for credit losses recognized in the Unaudited Consolidated Statements of Income and by recoveries of amounts previously charged-off. The ACL on loans is reduced by charge-offs on loans.  Loan Lossescharge-offs are recognized when management believes the collectability of the principal balance outstanding is unlikely.  Full or partial charge-offs on collateral dependent individually analyzed loans are generally recognized when the collateral is deemed to be insufficient to support the carrying value of the loan.
Establishing an appropriate level of allowance for loan losses necessarily involves
Management employs a high degree of judgment.  The Corporation uses aprocess and methodology to systematically measureestimate the amountACL on loans that evaluates both quantitative and qualitative factors. The methodology for evaluating quantitative factors consists of estimatedtwo basic components. The first component involves pooling loans into portfolio segments for loans that share similar risk characteristics. The second component involves individually analyzed loans that do not share similar risk characteristics with loans that are pooled into portfolio segments.

The following table presents additional detail on the Corporation’s loan portfolio and associated allowance:
(Dollars in thousands)March 31, 2020 December 31, 2019
 LoansRelated AllowanceAllowance / Loans LoansRelated AllowanceAllowance / Loans
Individually analyzed loans
$1,835

$624
34.01% 
$17,783

$968
5.44%
Pooled (collectively evaluated) loans4,088,561
39,041
0.95
 3,875,216
26,046
0.67
Total
$4,090,396

$39,665
0.97% 
$3,892,999

$27,014
0.69%

In 2020, Washington Trust utilizes a DCF methodology to estimate credit losses for each pooled portfolio segment. The methodology incorporates the probability of default and loss exposure inherentgiven default. Management utilizes the national unemployment rate as an econometric factor with a one-year forecast period and one-year straight-line reversion period to its historical mean in order to estimate the probability of default for each loan portfolio segment. Utilizing a third party regression model, the forecasted national unemployment rate is correlated with the probability of default for each loan portfolio segment. The DCF methodology combines the probability of default, the loss given default, maturity date and prepayment speeds to estimate a reserve for each loan. The sum of all the loan level reserves are aggregated for each portfolio segment and a loss rate factor is derived. Quantitative loss factors for purposespooled loans are also supplemented by certain qualitative risk factors reflecting management’s view of establishinghow losses may vary from those represented by quantitative loss rates.

In 2020, for loans that are individually analyzed, the ACL is measured using a sufficient allowanceDCF method based upon the loan’s contractual effective interest rate, or at the loan’s observable market price, or, if the loan is collateral dependent, at the fair value of the collateral. With the adoption of CECL on January 1, 2020, management reassessed the underlying risk characteristics of individually analyzed loans and concluded that certain nonaccrual residential and consumer loans previously classified as impaired individually evaluated for impairment shared similar risk characteristics as their pooled loan losses.  See additional discussion regarding the allowance for loan losses,segment. The decline in Item 7 under the caption “Critical Accounting Policies and Estimates” of Washington Trust’s Annual Report on Form 10-K for the fiscal year endedindividually analyzed loans from December 31, 2018 and in2019 was a result of this reassessment.

See Note 6 to the Unaudited Consolidated Financial Statements.Statements for additional disclosure regarding the process and methodology to estimate the ACL on loans.



- 69-70-



Management's Discussion and Analysis

The allowance for loan losses is management’s best estimate of incurred losses inherent in the loan portfolio as of the balance sheet date.  The allowance is increased by provisions charged to earnings and by recoveries of amounts previously charged-off, and is reduced by charge-offs on loans. The status of nonaccrual loans, past due loans and performing loans were all taken into consideration in the assessment of the adequacy of the allowance for loans losses. In addition, the balance and trends of credit quality indicators, including the commercial loan categories of Pass, Special Mention and Classified, are integrated into the process used to determinefollowing table presents the allocation of loss exposure.the ACL on loans by portfolio segment. The total ACL on loans is available to absorb losses from any segment of the loan portfolio.
(Dollars in thousands)March 31, 2020 December 31, 2019
 Allocated ACL ACL to Loans Loans to Total Portfolio (1) Allocated ACL ACL to Loans Loans to Total Portfolio (1)
Commercial:           
Commercial real estate
$19,736
 1.22% 40% 
$14,741
 0.95% 40%
Commercial & industrial10,331
 1.58% 16
 3,921
 0.67% 15
Total commercial30,067
 1.32% 56
 18,662
 0.87% 55
Residential Real Estate:           
Residential real estate7,729
 0.51% 37
 6,615
 0.46% 37
Consumer:           
Home equity1,435
 0.50% 7
 1,390
 0.48% 7
Other434
 2.21% 
 347
 1.72% 1
Total consumer1,869
 0.61% 7
 1,737
 0.56% 8
Total allowance for credit losses on loans at end of period
$39,665
 0.97% 100% 
$27,014
 0.69% 100%
(1)Percentage of loans outstanding in respective category to total loans outstanding.

The ACL on loans amounted to $39.7 million at March 31, 2020, up by $12.7 million from the balance at December 31, 2019. Upon adoption of CECL on January 1, 2020, Washington Trust's ACL on loans increased by $6.5 million, or 24%, See Note 52 to the Unaudited Consolidated Financial Statements under the caption “Credit Quality Indicators” for additional information. Management believes thatdisclosure on the levelimpact of allowanceadopting Topic 326.

In the first quarter of 2020, a provision for credit losses on loans of $6.8 million was charged to earnings and was mainly attributable to the significant deterioration in the economic forecast due to the COVID-19 pandemic. The provision also reflected loan losses at September 30, 2019 is adequategrowth and consistent with asset quality and credit quality indicators. Management will continuechanges in the underlying portfolio.

Net charge-offs totaled $623 thousand for the three months ended March 31, 2020, compared to assess$78 thousand for the adequacy of the allowance for loan lossessame period in accordance with its established policies.2019.

The Corporation’s general practice is to identify problem credits early and recognize full or partial charge-offs as promptly as practicable when it is determined that the collection of loan principal is unlikely. Full or partial charge-offs on collateral dependent impairedindividually analyzed loans are recognized when the collateral is deemed to be insufficient to support the carrying value of the loan. The Corporation does not recognize a recovery when an updated appraisal indicates a subsequent increase in value.

Appraisals are generally obtained with values determined on an “as is” basis from independent appraisal firms for real estate collateral dependent commercial loans in the process of collection or when warranted by other deterioration in the borrower’s credit status.  Updates to appraisals are generally obtained for troubled or nonaccrual loans or when management believes it is warranted.  The Corporation has continued to maintain appropriate professional standards regarding the professional qualifications of appraisers and has an internal review process to monitor the quality of appraisals.

For residential real estate loans and real estate collateral dependent consumer loans that are in the process of collection, valuations are obtained from independent appraisal firms with values determined on an “as is” basis.

The estimationEstimating an appropriate level of loan loss exposure inherentACL in loans necessarily involves a high degree of judgment. While significant deterioration in the loan portfolio includes, among other procedures,economic forecast due to the identificationCOVID-19 pandemic was estimated in the ACL on loans as of loss allocations for individual loans deemedMarch 31, 2020, continued uncertainty regarding the severity and duration of the pandemic and related economic effects will continue to be impaired; andaffect the application of loss allocation factors for non-impaired loansACL. Deteriorating conditions or assumptions could lead to further increases in the ACL on loans. In addition, various regulatory agencies periodically review the ACL on loans. Such agencies may require additions to the allowance based on historical loss experiencetheir judgments about information available to them at the time of their examination. The ACL on loans is an estimate, and estimated loss emergence period, with adjustments for various exposures that management believes are not adequately represented by historical loss experience.ultimate losses may vary from management’s estimate.

A loan is considered impaired when, based on current information and events, it is probable that the Corporation will not be able to collect the scheduled payments of principal or interest when due according to the contractual terms of the loan agreement. Impaired loans include nonaccrual loans and loans restructured in a troubled debt restructuring. The following is a summary of impaired loans by measurement type:
(Dollars in thousands)Sep 30,
2019
 Dec 31,
2018
Collateral dependent impaired loans (1)

$13,264
 
$10,466
Impaired loans measured on discounted cash flow method (2)
2,016
 6,350
Total impaired loans
$15,280
 
$16,816
(1)Net of partial charge-offs of $840 thousand and $289 thousand, respectively, at September 30, 2019 and December 31, 2018.
(2)Net of partial charge-offs of $262 thousand and $85 thousand, respectively, at September 30, 2019 and December 31, 2018.

Various loan loss allowance coverage ratios are affected by the timing and extent of charge-offs, particularly with respect to impaired collateral dependent loans.  For such loans, the Bank generally recognizes a partial charge-off equal to the identified loss exposure; therefore, the remaining allocation of loss is minimal.

The following table presents additional detail on the Corporation’s loan portfolio and associated allowance for loan losses:
(Dollars in thousands)September 30, 2019 December 31, 2018
 LoansRelated AllowanceAllowance / Loans LoansRelated AllowanceAllowance / Loans
Impaired loans individually evaluated for impairment
$15,280

$321
2.10% 
$16,816

$127
0.76%
Loans collectively evaluated for impairment3,762,826
26,676
0.71
 3,663,544
26,945
0.74
Total
$3,778,106

$26,997
0.71% 
$3,680,360

$27,072
0.74%


- 70-71-



Management's Discussion and Analysis


Loan loss provisions of $400 thousand and $1.6 million, respectively, were charged to earnings for the three and nine months ended September 30, 2019, compared to $350 thousand and $750 thousand, respectively, for the three and nine months ended September 30, 2018. These provisions were based on management’s assessment of loss exposure, as well as loss allocations commensurate with growth and changes in the loan portfolio, including changes in asset quality and credit quality metrics.

Net charge-offs totaled $801 thousand and $1.7 million, respectively, for the three and nine months ended September 30, 2019. This compared to net charge-offs of $15 thousand and $729 thousand, respectively, for the same periods in 2018. The increase in year-to-date net charge-offs was concentrated in residential real estate and consumer home equity.

As of September 30, 2019, the allowance for loan losses was $27.0 million, or 0.71% of total loans, compared to $27.1 million, or 0.74% of total loans, at December 31, 2018.

The following table presents the allocation of the allowance for loan losses. The allocation below is neither indicative of the specific amounts or the loan categories in which future charge-offs may occur, nor is it an indicator of any future loss trends. The total allowance is available to absorb losses from any segment of the loan portfolio.
(Dollars in thousands)September 30, 2019 December 31, 2018
 Amount
 
% (1)
 Amount 
% (1)
Allocation of Allowance for Loan Losses       
Commercial:       
Commercial real estate
$16,801
 40% 
$15,381
 38%
Commercial & industrial3,447
 15
 5,847
 17
Total commercial20,248
 55
 21,228
 55
Residential Real Estate:       
Residential real estate5,411
 36
 3,987
 37
Consumer:       
Home equity1,013
 8
 1,603
 8
Other325
 1
 254
 
Total consumer1,338
 9
 1,857
 8
Total allowance for loan losses at end of period
$26,997
 100% 
$27,072
 100%
(1)Percentage of loans outstanding in respective category to total loans outstanding.

Sources of Funds
Our sources of funds include deposits, brokered time deposits, FHLB advances, other borrowings and proceeds from the sales, maturities and payments of loans and investment securities.  The Corporation uses funds to originate and purchase loans, purchase investment securities, conduct operations, expand the branch network and pay dividends to shareholders.

Deposits
The Corporation offers a wide variety of deposit products to consumer and business customers.  Deposits provide an important source of funding for the Bank as well as an ongoing stream of fee revenue.

The Bank is a participant in the Demand Deposit Marketplace (“DDM”) program, Insured Cash Sweep (“ICS”) program and the Certificate of Deposit Account Registry Service (“CDARS”) program. The Bank uses these deposit sweep services to place customer and client funds into interest-bearing demand accounts, money market accounts, and/or time deposits issued by other participating banks. Customer and client funds are placed at one or more participating banks to ensure that each deposit customer is eligible for the full amount of FDIC insurance. As a program participant, we receive reciprocal amounts of deposits from other participating banks. We consider these reciprocal deposit balances to be in-market deposits as distinguished from traditional out-of-market wholesale brokered deposits.



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Management's Discussion and Analysis

The following table presents a summary of deposits:
(Dollars in thousands)    Change    Change
September 30,
2019
 December 31, 2018 $%March 31,
2020
 December 31, 2019 $%
Noninterest-bearing demand deposits
$619,839
 
$603,216
 
$16,623
3%
$622,893
 
$609,924
 
$12,969
2%
Interest-bearing demand deposits152,200
 178,733
 (26,533)(15)178,391
 159,938
 18,453
12
NOW accounts478,462
 466,568
 11,894
3
528,650
 520,295
 8,355
2
Money market accounts749,122
 646,878
 102,244
16
784,893
 765,899
 18,994
2
Savings accounts362,868
 373,545
 (10,677)(3)382,509
 373,503
 9,006
2
Time deposits (in-market)792,941
 778,105
 14,836
2
776,992
 784,481
 (7,489)(1)
Total in-market deposits3,155,432
 3,047,045
 108,387
4
3,274,328
 3,214,040
 60,288
2
Wholesale brokered time deposits430,721
 477,003
 (46,282)(10)431,986
 284,842
 147,144
52
Total deposits
$3,586,153
 
$3,524,048
 
$62,105
2 %
$3,706,314
 
$3,498,882
 
$207,432
6 %

Total deposits amounted to $3.6$3.7 billion at September 30, 2019,March 31, 2020, up by $62.1$207.4 million, or 2%6%, from December 31, 2018.2019. This included a decreasean increase of $46.3$147.1 million, ofor 52%, in out-of-market brokered time deposits. Excluding out-of-market brokered time deposits, in-market deposits were up by $108.4$60.3 million, or 4%2%, from the balance at December 31, 2018, largely due to an increase of $102.2 million in money market accounts.2019, reflecting growth across all non-time deposit categories.

FHLB Advances
FHLB advances are used to meet short-term liquidity needs and also to fund loan growth and additions to the securities portfolio. FHLB advances totaled $956.8 million$1.2 billion at September 30, 2019,March 31, 2020, up by $6.1$57.1 million, or 1%5%, from the balance at the end of 2018.2019.

See Note 7 to the Unaudited Consolidated Financial Statements for additional information regarding the October 2019 modification of certain FHLB advances.

Liquidity and Capital Resources
Liquidity Management
Liquidity is the ability of a financial institution to meet maturing liability obligations and customer loan demand.  The Corporation’s primary source of liquidity is in-market deposits, which funded approximately 59%60% of total average assets in the ninethree months ended September 30, 2019.March 31, 2020.  While the generally preferred funding strategy is to attract and retain low-cost deposits, the ability to do so is affected by competitive interest rates and terms in the marketplace.  Other sources of funding include discretionary use of purchased liabilities (e.g., FHLB term advances and brokered time deposits), cash flows from the Corporation’s securities portfolios and loan repayments.  Securities designated as available for sale may also be sold in response to short-term or long-term liquidity needs, although management has no intention to do so at this time.



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Management's Discussion and Analysis

The Corporation has a detailed liquidity funding policy and a contingency funding plan that provide for the prompt and comprehensive response to unexpected demands for liquidity.  Management employs stress testing methodology to estimate needs for contingent funding that could result from unexpected outflows of funds in excess of “business as usual” cash flows.  In management’s estimation, risks are concentrated in two major categories: (1) runoff of in-market deposit balances; and (2) unexpected drawdown of loan commitments.  Of the two categories, potential runoff of deposit balances would have the most significant impact on contingent liquidity.  Our stress test scenarios, therefore, emphasize attempts to quantify deposits at risk over selected time horizons.  In addition to these unexpected outflow risks, several other “business as usual” factors enter into the calculation of the adequacy of contingent liquidity including: (1) payment proceeds from loans and investment securities; (2) maturing debt obligations; and (3) maturing time deposits.  The Corporation has established collateralized borrowing capacity with the FRB and also maintains additional collateralized borrowing capacity with the FHLB in excess of levels used in the ordinary course of business. Borrowing capacity is impacted by the amount and type of assets available to be pledged.



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Management's Discussion and Analysis

The table below presents unused funding capacity by source as of the dates indicated:
(Dollars in thousands)   March 31,
2020
 December 31,
2019
September 30,
2019
 December 31,
2018
Additional Funding Capacity:      
Federal Home Loan Bank of Boston (1)

$601,520
 
$628,468

$469,543
 
$534,990
Federal Reserve Bank of Boston (2)
25,070
 27,608
22,147
 24,686
Unencumbered investment securities445,994
 493,623
512,386
 461,850
Total
$1,072,584
 
$1,149,699

$1,004,076
 
$1,021,526
(1)As of September 30, 2019March 31, 2020 and December 31, 2018,2019, loans with a carrying value of $2.0$2.1 billion and $2.0$2.1 billion, respectively, and securities available for sale with carrying values of $262.6$241.7 million and $236.7$271.4 million, respectively, were pledged to the FHLB resulting in this additional borrowing capacity.
(2)As of September 30, 2019March 31, 2020 and December 31, 2018,2019, loans with a carrying value of $17.4$16.2 million and $22.9$16.6 million, respectively, and securities available for sale with a carrying value of $17.2$14.5 million and $16.4$17.0 million, respectively, were pledged to the FRB resulting in this additional unused borrowing capacity.

In addition to the amounts presented above, the Bank also had access to a $40.0 million unused line of credit with the FHLB.

The ALCO establishes and monitors internal liquidity measures to manage liquidity exposure. Liquidity remained within target ranges established by the ALCO during the ninethree months ended September 30, 2019.March 31, 2020.  Based on its assessment of the liquidity considerations described above, management believes the Corporation’s sources of funding meet anticipated funding needs.

Net cash provided byused in operating activities amounted to $37.4$2.8 million for the ninethree months ended September 30, 2019, which was generated by netMarch 31, 2020. Net income of $53.6$11.9 million andwas offset by mortgage banking related adjustments to reconcile net income to net cash provided byused in operating activities. Net cash used in investing activities totaled $27.3$201.3 million for the ninethree months ended September 30, 2019,March 31, 2020, reflecting outflows to fund loan growth and purchases of loans andas well as purchases of debt securities. These outflows were partially offset by net inflows from maturities, calls sales and principal payments of securities. For the ninethree months ended September 30, 2019,March 31, 2020, net cash provided by financing activities amounted to $42.6$250.9 million, with net increases in deposits and FHLB advances, partially offset by the payment of dividends to shareholders.shareholders and treasury stock purchases. See the Corporation’s Unaudited Consolidated Statements of Cash Flows for further information about sources and uses of cash.

Capital Resources
Total shareholders’ equity amounted to $497.8$508.6 million at September 30, 2019,March 31, 2020, up by $49.6$5.1 million from December 31, 2018, including2019. This included net income of $53.6$11.9 million and an increase of $19.4$12.2 million in the accumulated comprehensive income component of shareholders’ equity, largely reflecting an increase in the fair value of available for sale debt securities. These increases were partially offset by $26.1$8.9 million forin dividend declarations.declarations, a $6.1 million decrease to retained earnings due to the adoption of CECL, and a net increase in treasury stock of $3.8 million.

The Corporation declared a quarterly dividend of 51 cents per share for the three months ended September 30, 2019,March 31, 2020, compared to 4347 cents per share for the same period in 2018.2019.

The ratio of total equity to total assets amounted to 9.58%9.05% at September 30, 2019March 31, 2020 compared to a ratio of 8.94%9.51% at December 31, 2018. 2019.  Book value per share at September 30, 2019March 31, 2020 and December 31, 20182019 amounted to $28.71$29.48 and $25.90,$29.00, respectively.

The Bancorp and the Bank are subject to various regulatory capital requirements. Totalrequirements and are considered “well capitalized” with a total risk-based capital ratio amountedof 12.42% at March 31, 2020, compared to 12.94% at September 30, 2019, compared to 12.56% at December 31, 2018. Capital levels exceeded the regulatory minimum levels to be considered “well capitalized.”2019. See Note 8 to the


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Management's Discussion and Analysis

Unaudited Consolidated Financial Statements for additional discussion of regulatory capital requirements.requirements and the election of the CECL phase-in option provided by regulatory guidance, which delays the estimated impact of CECL on regulatory capital and phases it in over a three-year period beginning in 2022.

Off-Balance Sheet Arrangements
In the normal course of business, the Corporation engages in a variety of financial transactions that, in accordance with GAAP, are not recorded in the financial statements, or are recorded in amounts that differ from the notional amounts.  Such transactions are used to meet the financing needs of its customers and to manage the exposure to fluctuations in interest rates.  These financial


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Management's Discussion and Analysis

transactions include commitments to extend credit, standby letters of credit, forward loan commitments, loan related derivative contracts and interest rate risk management contracts.  These transactions involve, to varying degrees, elements of credit, interest rate and liquidity risk.  The Corporation’s credit policies with respect to interest rate swap agreements with commercial borrowers, commitments to extend credit, and standby letters of credit are similar to those used for loans.  Interest rate risk management contracts with other counterparties are generally subject to bilateral collateralization terms.

For additional information on derivative financial instruments and financial instruments with off-balance sheet risk see Notes 9 and 18 to the Unaudited Consolidated Financial Statements.

Asset/Liability Management and Interest Rate Risk
Interest rate risk is the risk of loss to future earnings due to changes in interest rates.  The ALCO is responsible for establishing policy guidelines on liquidity and acceptable exposure to interest rate risk.  Periodically, the ALCO reports on the status of liquidity and interest rate risk matters to the Bank’s Board of Directors. The objective of the ALCO is to manage assets and funding sources to produce results that are consistent with the Corporation’s liquidity, capital adequacy, growth, risk and profitability goals.

The Corporation utilizes the size and duration of the investment securities portfolio, the size and duration of the wholesale funding portfolio, off-balance sheet interest rate contracts and the pricing and structure of loans and deposits, to manage interest rate risk. The off-balance sheet interest rate contracts may include interest rate swaps, caps and floors.  These interest rate contracts involve, to varying degrees, credit risk and interest rate risk.  Credit risk is the possibility that a loss may occur if a counterparty to a transaction fails to perform according to terms of the contract.  The notional amount of the interest rate contracts is the amount upon which interest and other payments are based.  The notional amount is not exchanged, and therefore, should not be taken as a measure of credit risk.  See Notes 9 and 18 to the Unaudited Consolidated Financial Statements for additional information.

The ALCO uses income simulation to measure interest rate risk inherent in the Corporation’s on-balance sheet and off-balance sheet financial instruments at a given point in time by showing the effect of interest rate shifts on net interest income over a 12-month horizon, a 13- to 24-month horizon and a 60-month horizon.  The simulations assume that the size and general composition of the Corporation’s balance sheet remain static over the simulation horizons, with the exception of certain deposit mix shifts from low-cost core savings to higher-cost time deposits in selected interest rate scenarios.  Additionally, the simulations take into account the specific repricing, maturity, call options, and prepayment characteristics of differing financial instruments that may vary under different interest rate scenarios.  The characteristics of financial instrument classes are reviewed periodically by the ALCO to ensure their accuracy and consistency.

The ALCO reviews simulation results to determine whether the Corporation’s exposure to a decline in net interest income remains within established tolerance levels over the simulation horizons and to develop appropriate strategies to manage this exposure.  As of September 30, 2019March 31, 2020 and December 31, 2018,2019, net interest income simulations indicated that exposure to changing interest rates over the simulation horizons remained within tolerance levels established by the Corporation. All changes are measured in comparison to the projected net interest income that would result from an “unchanged” rate scenario where both interest rates and the composition of the Corporation’s balance sheet remain stable for a 60-month period.  In addition to measuring the change in net interest income as compared to an unchanged rate scenario, the ALCO also measures the trend of both net interest income and net interest margin over a 60-month horizon to ensure the stability and adequacy of this source of earnings in different interest rate scenarios.

The ALCO regularly reviews a wide variety of interest rate shift scenario results to evaluate interest rate risk exposure, including scenarios showing the effect of steepening or flattening changes in the yield curve of up to 500 basis points, as well as parallel changes in interest rates of up to 400 basis points.  Because income simulations assume that the Corporation’s balance sheet


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Management's Discussion and Analysis

will remain static over the simulation horizon, the results do not reflect adjustments in strategy that the ALCO could implement in response to rate shifts.

The following table sets forth the estimated change in net interest income from an unchanged rate scenario over the periods indicated for parallel changes in market interest rates using the Corporation’s on- and off-balance sheet financial instruments as of September 30, 2019March 31, 2020 and December 31, 2018.2019.  Interest rates are assumed to shift by a parallel 100, 200 or 300 basis points upward or 100 basis points downward over a 12-month period, except for core savings deposits, which are assumed to shift by lesser amounts due to their relative historical insensitivity to market interest rate movements.  Further, deposits are assumed to


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Management's Discussion and Analysis

have certain minimum rate levels below which they will not fall.  It should be noted that the rate scenarios shown do not necessarily reflect the ALCO’s view of the “most likely” change in interest rates over the periods indicated.
September 30, 2019 December 31, 2018March 31, 2020 December 31, 2019
Months 1 - 12 Months 13 - 24 Months 1 - 12 Months 13 - 24Months 1 - 12 Months 13 - 24 Months 1 - 12 Months 13 - 24
100 basis point rate decrease(3.67)% (5.57)% (3.60)% (5.30)%(3.78)% (5.49)% (3.71)% (5.57)%
100 basis point rate increase2.72 0.77 1.94 (0.46)3.64 2.35 2.88 1.02
200 basis point rate increase6.53 3.52 5.85 2.627.45 4.42 6.60 3.37
300 basis point rate increase10.35 5.99 9.75 5.4911.18 5.93 10.35 5.53

The ALCO estimates that the negative exposure of net interest income to falling rates as compared to an unchanged rate scenario results from a more rapid decline in earning asset yields compared to rates paid on deposits.  If market interest rates were to fall and remain lower for a sustained period, certain core savings and time deposit rates could decline more slowly and by a lesser amount than other market interest rates.  Asset yields would likely decline more rapidly than deposit costs as current asset holdings mature or reprice, since cash flow from mortgage-related prepayments and redemption of callable securities would increase as market interest rates fall.

The overall positive exposure of net interest income to rising rates as compared to an unchanged rate scenario results from a more rapid projected relative rate of increase in asset yields than funding costs over the near term.  For simulation purposes, deposit rate changes are anticipated to lag behind other market interest rates in both timing and magnitude.  The ALCO’s estimate of interest rate risk exposure to rising rate environments, including those involving changes to the shape of the yield curve, incorporates certain assumptions regarding the shift in deposit balances from low-cost core savings categories to higher-cost deposit categories, which has characterized a shift in funding mix during the past rising interest rate cycles.

While the ALCO reviews and updates simulation assumptions and also periodically back-tests the simulation results to ensure that the assumptions are reasonable and current, income simulation may not always prove to be an accurate indicator of interest rate risk or future net interest margin.  Over time, the repricing, maturity and prepayment characteristics of financial instruments and the composition of the Corporation’s balance sheet may change to a different degree than estimated.  Simulation modeling assumes a static balance sheet, with the exception of certain modeled deposit mix shifts from low-cost core savings deposits to higher-cost time deposits in rising rate scenarios as noted above.

The banking industry attracted and retained low-cost core savings deposits during the low interest rate cycle that lasted several years. The ALCO recognizes that a portion of these increased levels of low-cost balances could continue to shift into higher yielding alternatives in the future, particularly if interest rates rise and as confidence in financial markets strengthens, and has modeled deposit shifts out of these low-cost categories into higher-cost alternatives in the rising rate simulation scenarios presented above.  Deposit balances may also be subject to possible outflow to non-bank alternatives in a rising rate environment, which may cause interest rate sensitivity to differ from the results as presented. Another significant simulation assumption is the sensitivity of core savings deposits to fluctuations in interest rates. Income simulation results assume that changes in both core savings deposit rates and balances are related to changes in short-term interest rates. The relationship between short-term interest rate changes and core deposit rate and balance changes may differ from the ALCO’s estimates used in income simulation.

It should also be noted that the static balance sheet assumption does not necessarily reflect the Corporation’s expectation for future balance sheet growth, which is a function of the business environment and customer behavior.

Mortgage-backed securities and residential real estate loans involve a level of risk that unforeseen changes in prepayment speeds may cause related cash flows to vary significantly in differing rate environments.  Such changes could affect the level of reinvestment risk associated with cash flow from these instruments, as well as their market value.  Changes in prepayment speeds


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Management's Discussion and Analysis

could also increase or decrease the amortization of premium or accretion of discounts related to such instruments, thereby affecting interest income.

The Corporation also monitors the potential change in market value of its available for sale debt securities in changing interest rate environments.  The purpose is to determine market value exposure that may not be captured by income simulation, but which might result in changes to the Corporation’s capital position.  Results are calculated using industry-standard analytical techniques and securities data.



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Management's Discussion and Analysis

The following table summarizes the potential change in market value of the Corporation’s available for sale debt securities as of September 30, 2019March 31, 2020 and December 31, 20182019 resulting from immediate parallel rate shifts:
(Dollars in thousands)      
Security TypeDown 100 Basis Points Up 200 Basis PointsDown 100 Basis Points Up 200 Basis Points
U.S. government-sponsored enterprise securities (callable)
$1,222
 
($8,472)
$1,601
 
($7,193)
Obligations of states and political subdivisions
 
Mortgage-backed securities issued by U.S. government agencies and U.S. government-sponsored enterprises14,108
 (63,966)7,774
 (44,911)
Trust preferred debt and other corporate debt securities(107) 173
(269) 473
Total change in market value as of September 30, 2019
$15,223
 
($72,265)
Total change in market value as of December 31, 2018
$31,617
 
($85,191)
Total change in market value as of March 31, 2020
$9,106
 
($51,631)
Total change in market value as of December 31, 2019
$17,741
 
($81,705)



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Item 3.  Quantitative and Qualitative Disclosures About Market Risk
Information regarding quantitative and qualitative disclosures about market risk appears under Item 2, “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” under the caption “Asset/Liability Management and Interest Rate Risk.”

For factors that could adversely impact Washington Trust’s future results of operations and financial condition, see the section labeled “Risk Factors” in Item 1A of our Annual Report on Form 10-K for the fiscal year ended December 31, 2019 and Part II. Item 1A of this Form 10-Q.

Item 4.  Controls and Procedures
Disclosure Controls and Procedures
As required by Rule 13a-15 under the Exchange Act, as amended (the “Exchange Act”), the Corporation carried out an evaluation under the supervision and with the participation of the Corporation’s management, including the Corporation’s principal executive officer and principal financial officer, of the Corporation’s disclosure controls and procedures as of the period ended September 30,March 31, 20192020.  Based upon that evaluation, the principal executive officer and principal financial officer concluded that the Corporation’s disclosure controls and procedures are effective and designed to ensure that information required to be disclosed by the Corporation in the reports it files or submits under the Exchange Act is (i) recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and (ii) accumulated and communicated to the Corporation’s management including its Chief Executive Officer and Chief Financial Officer as appropriate to allow timely decisions regarding required disclosures.  The Corporation will continue to review and document its disclosure controls and procedures and consider such changes in future evaluations of the effectiveness of such controls and procedures, as it deems appropriate.

Internal Control Over Financial Reporting
There has beenEffective January 1, 2020, the Corporation adopted Topic 326 “Financial Instrument - Credit Losses.” The Corporation implemented changes to its policies, processes, and controls over the allowance for credit losses methodology to support the adoption of Topic 326. Many controls over this new accounting methodology mirror controls under the prior GAAP methodology. New controls were established, such as model validation done by an independent third-party and input review of econometric and other factors utilized in estimating the allowance. Except as related to the adoption of Topic 326, there were no changechanges in ourthe Corporation’s internal controls over financial reporting during the quarter ended September 30, 2019March 31, 2020 that hashave materially affected, or isare reasonably likely to materially affect, our internal control over financial reporting.




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PART II.  Other Information

Item 1.  Legal Proceedings
The Corporation is involved in various claims and legal proceedings arising out of the ordinary course of business.  Management is of the opinion, based on its review with counsel of the development of such matters to date, that the ultimate disposition of such matters will not materially affect the consolidated financial position or results of operations of the Corporation.

Item 1A.  Risk Factors
There have been no material changes inThis section supplements and updates certain of the risk factors described in Item IA toinformation found under Part I, Item 1A. “Risk Factors” of Washington Trust’sour Annual Report on Form 10-K for the year ended December 31, 2018.2019 filed with the SEC on February 25, 2020 (“Annual Report”), based on information currently known to us and recent developments since the date of the Annual Report filing. The matters discussed below should be read in conjunction with the risks described in Part I. Item 1A. “Risk Factors” of our Annual Report. However, the risks and uncertainties that we face are not limited to those described below and those set forth in the Annual Report. Additional risks and uncertainties not presently known to us or that we currently believe to be immaterial may also adversely affect our business and the trading price of our common stock, particularly in light of the fast-changing nature of the COVID-19 pandemic, containment measures and the related impacts to economic and operating conditions.

The COVID-19 pandemic, and the measures taken to control its spread, will continue to adversely impact our employees, customers, business operations and financial results, and the ultimate impact will depend on future developments, which are highly uncertain and cannot be predicted.
The COVID-19 pandemic has impacted and is likely to continue to impact the national economy and the regional and local markets in which we operate, lower equity market valuations, create significant volatility and disruption in capital and debt markets, and increase unemployment levels. Our business operations may be disrupted if significant portions of our workforce are unable to work effectively, including because of illness, quarantines, government actions, or other restrictions in connection with the pandemic. We are subject to heightened cybersecurity, information security and operational risks as a result of work-from-home arrangements that we and our third party service providers have put in place for employees. Federal Reserve actions to combat the economic contraction caused by the COVID-19 pandemic, including the reduction of the target federal funds rate and quantitative easing programs, could, if prolonged, adversely affect our net interest income and margins, and our profitability. The continued closures of many businesses and the institution of social distancing, shelter in place and stay home orders in the states and communities we serve, have reduced business activity and financial transactions. It is unclear whether any COVID-19 pandemic-related businesses losses that we or our customers may suffer will be recovered by existing insurance policies. Changes in customer behavior due to worsening business and economic conditions or legislative or regulatory initiatives may impact the demand for our products and services, which could adversely affect our revenue, increase the recognition of credit losses in our loan portfolios and increases in our allowance for credit losses. Pandemic-related delays in our ability to execute appraisals of collateral securing loans may cause disruption in the loan origination process and add uncertainty about the adequacy of our allowance for credit losses. Mortgage banking revenues are dependent on mortgage origination volume and are sensitive to interest rates and the condition of housing markets. Further deterioration in economic and financial market conditions affecting issuers may increase our allowance for credit losses on investment securities, as well as reduce other comprehensive income. A substantial portion of wealth management revenues is dependent on the value of wealth management assets under administration and is closely tied to the performance of the financial markets. The increase in financial market volatility and a corresponding increase in trading frequency also means that our Wealth Management Services business is subject to an increased risk of trading errors, and the risk that any trading errors are of an increased magnitude. Further deterioration in economic and financial market conditions could also result in the impairment of goodwill, intangible assets and right-of-use assets.

While the COVID-19 pandemic negatively impacted our results of operations for the first quarter of 2020, the extent to which the COVID-19 pandemic will continue to impact our business, results of operations, and financial condition, as well as our regulatory capital and liquidity ratios, will depend on future developments, including the scope and duration of the pandemic and actions taken by governmental authorities and other third parties in response to the pandemic, as well as further actions we may take as may be required by government authorities or that we determine is in the best interests of our employees and customers. There is no certainty that such measures will be sufficient to mitigate the risks posed by the pandemic.

Our participation in the SBA’s PPP may expose us to reputational harm, increased litigation risk, as well as the risk that the SBA may not fund some or all of the guarantees associated with PPP loans.
As of May 1, 2020, we have obtained SBA approval for 1,345 loans aggregating $211 million through the PPP. Lenders participating in the PPP have faced increased public scrutiny about their loan application process and procedures, and the nature and type of the borrowers receiving PPP loans. We depend on our reputation as a trusted and responsible financial services


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company to compete effectively in the communities that we serve, and any negative public or customer response to, or any litigation or claims that might arise out of, our participation in the PPP and any other legislative or regulatory initiatives and programs that may be enacted in response to the COVID-19 pandemic, could adversely impact our business. Other larger banks have been subject to litigation regarding the process and procedures that such banks used in processing applications for the PPP, and we may be subject to the same or similar litigation. In addition, if the SBA determines that there is a deficiency in the manner in which a PPP loan was originated, funded, or serviced by us, the SBA may deny its liability under the guaranty, reduce the amount of the guaranty, or, if it has already paid under the guaranty, seek recovery of any loss related to the deficiency or the processing fee from us.

Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds
The following table summarizes repurchases of the Corporation’s outstanding shares of common stock in the first quarter of 2020:
 Issuer Purchases of Equity Securities
Period
(a)
Total number of shares purchased
(b)
Average price paid per share
(c)
Total number of shares purchased as part of publicly announced plans
(d)
Maximum number of shares that may yet be purchased under plans
January 1 - 31, 2020

$—

850,000
February 1 - 29, 2020


850,000
March 1 - 31, 2020124,863

$34.61
124,863
725,137
Total124,863

$34.61
124,863
725,137
On December 2, 2019, the Corporation announced that its Board of Directors adopted a stock repurchase program, authorizing the repurchase of up to 850,000 shares of the Corporation’s common stock, or approximately 5% of its then current outstanding shares. Due to the economic uncertainty resulting from the COVID-19 pandemic, effective March 25, 2020, the Corporation suspended the program, which is set to expire on October 31, 2020.

Item 6.  Exhibits
(a) Exhibits.  The following exhibits are included as part of this Form 10-Q:
Exhibit Number 

101The following materials from Washington Trust Bancorp, Inc.’s Quarterly Report on Form 10-Q for the period ended September 30, 2019March 31, 2020 formatted in Inline XBRL: (i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Income, (iii) the Consolidated Statements of Comprehensive Income, (iv) the Consolidated Statements of Changes in Shareholders’ Equity, (v) the Consolidated Statements of Cash Flows, and (vi) related Notes to these consolidated financial statements.
104The cover page from the Corporation’s Quarterly Report on Form 10-Q for the period ended September 30, 2019March 31, 2020 has been formatted in Inline XBRL and contained in Exhibit 101.
____________________
(1)These certifications are not “filed” for purposes of Section 18 of the Exchange Act or incorporated by reference into any filing under the Securities Act or the Securities Exchange Act.


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Signatures


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


    WASHINGTON TRUST BANCORP, INC.
    (Registrant)
     
Date:November 4, 2019May 7, 2020 By:/s/ Edward O. Handy III
    Edward O. Handy III
    Chairman and Chief Executive Officer
    (principal executive officer)
     
Date:November 4, 2019May 7, 2020 By:/s/ Ronald S. Ohsberg
    Ronald S. Ohsberg
    Senior Executive Vice President, Chief Financial Officer and Treasurer
    (principal financial officer)
     
Date:November 4, 2019May 7, 2020 By:/s/ Maria N. Janes
    Maria N. Janes
    Executive Vice President and Controller
    (principal accounting officer)


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