2015 Annual Report Our family’s bank. And yours. 400 Mystic Avenue, Medford, MA 02155 (866) 823-6887 CenturyBank.com Uniqueness Billions in assets Thousands of customers Dozens of locations 1 unique bank Equal Housing Lender/Member FDIC © 2016 Century Bancorp, Inc. All rights reserved. 002-CSN5E02 17495 ANNUAL_2015_EDITORIAL_V13 cc15.indd 1 3/2/16 12:24 PM Chairman’s Message We are the largest family controlled bank in New England, an attribute that summarizes the uniqueness of our management style and ethical manner of operation. What began 47 years ago with determination and focus has evolved into my legacy. Having watched generations of banks and bankers come and go, I believe I’ve accumulated some wisdom along the way. It is important I acknowledge the retirement of founding Board Member, Prof. Marshall I. Goldman, PhD, one of our longest serving members with 47 years of service. In light of his extraordinary contribution to the Bank, our Board appointed Dr. Goldman as Director Emeritus. I also want to acknowledge the retirement of Board Member Stephanie Sonnabend, with 18 years of service. I am extremely grateful for their combined years of tireless service, wisdom, and advice. I’m also excited to welcome two new Directors, Louis J. Grossman and Jo Ann Simons, who were elected to the Board of Directors starting in January 2016. Both represent the highest standards of leadership while each provides a unique perspective during this important period of growth and heightened focus on delivering value for our clients and shareholders. The bank has carefully nurtured long-term relationships with many successful businesses whose families are now contemplating retirement and succession planning. We are uniquely positioned to understand the dynamics of the family business enabling us to provide expert advice and prospective from a position of experience. Our Wealth Management Division provides customized solutions not only to finance the transfer of the business to About Century Headquarters Century Bancorp, Inc. is a $3.9 billion banking and financial services company headquartered in Medford, Massachusetts. The Company operates 27 banking offices in 20 cities and towns in Massachusetts and provides a full range of business, personal, and institutional services. Allston Andover Back Bay Beverly the next generation but also enable families to maintain their legacy and lifestyle. Braintree Brookline Burlington Cambridge Century Bank’s great managers, premier financial strength and family values combine to create a unique organization in today’s financial world. Our amalgamation of strengths greatly benefits our customers and our shareholders, and it will only become more advantageous over time. We’re proud of our achievements in 2015, and may 2016 be another year where we excel financially and in our social mission. Marshall M. Sloane, Founder and Chairman Chestnut Hill Square Coolidge Corner Everett Federal Street Fellsway Lynn Malden Medford Square Newton Centre North End Peabody Quincy Salem Somerville State Street Wellesley Pictured from left: Executive Vice President Linda Sloane Kay; Founder & Chairman Marshall M. Sloane; and President & CEO Barry R. Sloane Winchester Woburn Our family’s bank. And yours. 17495 ANNUAL_2015_EDITORIAL_V13 cc15.indd 2 3/2/16 11:33 AM 2015 President’s Message Dear Fellow Shareholders: 2015 is the sixth consecutive record year for Century Bank. In our 47th year, we continue to transcend in nearly all matters, financial and strategic. Capital, assets, deposits, earnings, and loans all again reached record year end levels. We wish to make particular note of our loan growth in 2015, $400 million, or 30%, to a total of $1.7 billion. We have achieved extraordinary percentage loan growth compared to all in our peer universe. We ended 2015 at $3.9 billion in assets and $23 million of annual earnings, an increase of 5.3%. Our stock rose 9.76% during the year to $43.46; a three-year cumulative total return of 37% and a five-year cumulative total return of 75%. All three principal business units performed very well in 2015. Despite so much turmoil in our industry and the world, our path continues to be clear and consistent. Our Family’s Bank. And Yours. By the time you read this report our Founder and Chairman, Marshall M. Sloane, will have celebrated his 90th birthday, making him, as far as we can tell, the most senior working bank Chairman in the country, if not the world. That’s a pretty unique achievement all by itself. We begin every day with the unparalleled knowledge and experience of our Founder. Our slogan translates into our devotion to treat our clients as we, as a family and a business, would wish to be treated. This credo translates into fair products, rates, and fees, quick credit decisions and closings, transparency of process, and respect for the continuity and loyalty of our clients. Yet we also appreciate the frailty of life and business conditions, and try to support our clients through those inevitable undulations. Let’s examine the multiple elements of Century’s uniqueness that have contributed to our success. 9.76% 9.76% increase in stock price increase in stock price 17495 ANNUAL_2015_EDITORIAL_V13 cc15.indd 1 3/2/16 11:34 AM 2 0 1 5 A N N U A L R E P O R T A S&P Quality Ranking Uniqueness of Centralized Hands on Management None of our peers run the way we do. We are unique in our centralized control and transparency of management. Our Loan Committee is a weekly institution that approves in open forum every loan over $500,000. So-called Deal of the Day meets almost every afternoon to approve all other loans and lines of credit. I attend virtually every one. It is a level of centralized credit approval that ensures we know the risks we take, makes sure we reward customer loyalty, and connects us to our clients and communities. Our Management Committee is composed of the 11 most senior sector executives at Century. This bi-weekly, half-day, meeting follows an agenda that covers every officer hiring, contract, lease, audit, marketing campaign, significant complaint, policy change, and pipeline of all new business. MANCOM, as we call it, sets our cultural tone of centralized, yet participatory, management engagement. Opinions and dialogue are encouraged; the wisdom of our collective executive team is shared. All have a stake in decisions made. It works. Uniqueness in Consistency of Net Earnings Growth and Return on Equity Net income grew by 5.3% to a record $23 million, or $4.13 per Class A share diluted, for the year ended December 31, 2015, as compared to net income of $21.9 million, or $3.93 per Class A share diluted for 2014. Century’s return on average equity (ROE) is now 11.26%, as compared to 2014’s 11.57%. Our ROE remains within the top 15% of our regional peer group. The ROE is the primary building block of our financial goal setting. It reflects our priority to grow shareholder value as the key driver of our strategic plan, our annual budget, and our tactical decisions. We can’t control the equity markets, but we can have a high level of confidence that if we continue to produce a double digit ROE, the share price will follow over time. It is why we believe Standard and Poors rates Century’s shares an “A” and a “Strong Buy.” Total Assets (in thousands) Earnings per Class A share, Net Income (in thousands) diluted 4 5 1 , 1 3 4 , 3 $ 6 3 0 , 4 2 6 , 3 $ 1 4 4 , 7 4 9 , 3 $ 1 6 . 3 $ 3 9 . 3 $ 3 1 . 4 $ 6 4 0 , 0 2 $ 0 6 8 , 1 2 $ 1 2 0 , 3 2 $ ‘13 ‘14 ‘15 ‘13 ‘14 ‘15 ‘13 ‘14 ‘15 17495 ANNUAL_2015_EDITORIAL_V13 cc15.indd 2 3/2/16 11:34 AM 2 0 1 5 A N N U A L R E P O R T $3.9 billion in total assets Uniqueness Results in Significant Asset Growth Total assets grew 8.9% to a record of $3.9 billion on December 31, 2015, up from $3.6 billion on December 31, 2014, an increase of $323 million. All three business lines: consumer, business, and institutional services grew meaningfully in 2015. Our depositor confidence is pronounced and predicated on our consistent growth of earnings and assets. We are proud to have dozens of depositors who each routinely keep tens of millions at Century with confidence in our high performing earnings and asset growth. Being one of the nine S&P “A” rated banks in America, and one of only two in Massachusetts, is a strong external contributing confidence factor. Uniqueness Supports Capital Adequacy Total equity was $214.5 million on December 31, 2015, an increase of $22 million or 11.5% from $192.5 million on December 31, 2014. Book value per share increased to $38.53 at December 31, 2015, up by $3.96 from $34.57 at December 31, 2014. Century is “well capitalized” by all regulatory standards, and we have passed all “Basel III” requirements through organic capital generation from earnings. Uniqueness Grows Our Loan Portfolio Ours is a unique loan portfolio. Total loans grew by a record $400 million or 30% to $1.73 billion on December 31, 2015; our largest loan portfolio ever, and our highest loan to deposit ratio, 56%, in decades. Non-performing assets fell from the previous year to $2.3 million, down from $4.1 million, a minimal number for a portfolio of our size. The education and healthcare sectors continue to anchor our loan growth, Pictured from left: Executive Vice President Paul A. Evangelista; Executive Vice President Brian J. Feeney; Executive Vice President David B. Woonton; and Chief Financial Officer & Treasurer William P. Hornby 17495 ANNUAL_2015_EDITORIAL_V13 cc15.indd 3 3/2/16 11:34 AM 2 0 1 5 A N N U A L R E P O R T $1.73 billion in total loans increasing some 41% as 2015 saw many quality not-for-profit institutions expanding and continuing to refinance older “swapped” debt with simpler and less expensive “direct purchase” loan placements. We are, by any standard, one of the leading experts in tax-exempt financing in New England. We believe the recently announced relocation of General Electric’s headquarters to Boston is a stunning validation of our decade-old strategic conclusion that education and healthcare, were and are, the future of our region, the so-called intellectual capital of the world. We believe in this ideal risk-adjusted lending “space” for the future prosperity of the Bank. Our calling officers are seeking new middle market business prospects every day. We combine expert market knowledge with extraordinary product expertise, leading to some of the longest duration satisfied relationships in commercial banking. The process goes on, every day, pushing up our market share, but it’s not easy as many of our peers have lower underwriting and pricing standards than we do. The middle business market is an exceptionally competitive environment, especially in real estate finance. I’m very proud of what a Burlington small business owner had to say about the business line of credit application process with Century on Google® reviews: “Dealing with Century was so easy, stress free, and simple…I also had a conversation with Barry, the Bank’s president. That was as if I was talking to a friend. I cannot stress enough that Century Bank is above and beyond just banking. Century is the real small business/family banking bank.” He’s right. We get it. 2015 was a productive year in which we closed $93 million in residential first mortgages, and $95 million in home equity loans. We extended 263 energy conservation loans through the Mass Save loan program, which helped us do our part for conservation and originate many new long term relationships. In early 2016 we completed the transition to a new mortgage origination and processing system, Mortgagebot. The design and implementation team worked diligently throughout 2015. This new platform will improve process, service, and negotiability of our mortgage portfolio. Barbara J.G. and Marshall M. Sloane Induction into the William Fairfield Warren Society Pictured from left: Linda Sloane Kay; Robert Knox, Board of Trustees Chairman; Marshall M. Sloane; Barbara J.G. Sloane; and Robert A. Brown, President, Boston University 17495 ANNUAL_2015_EDITORIAL_V13 cc15.indd 4 3/2/16 11:34 AM 2 0 1 5 A N N U A L R E P O R T Uniqueness in Our Branch System In 2015 we opened branch #27, at 437 Boylston Street in Boston’s Back Bay, a neighborhood where we had long coveted a high visibility site. Our branches ring Greater Boston in an efficient semi-circle that gives great synergy to our marketing campaigns. We are on the lookout for further high visibility market-extending locations. The most important, yet subtle competitive difference in our branches is the long average tenure of our branch managers, some 12 years. We are opposed to the rotational policy of managers so common in our giant peers. We believe in the market knowledge and continuity of long serving branch managers. Back Bay Branch Grand Opening Ribbon Cutting Pictured from left: Jonathan Kay; Joshua Kay; Paul Evangelista, EVP, Century Bank; Boston City Councilor, Josh Zakim; Linda Sloane Kay; Barbara J.G. Sloane; Marshall M. Sloane; Barry R. Sloane; Marshall M. Sloane II; Lisa Gosling, VP and Branch Manager, Century Bank; Joseph J. Senna, Esq. and Director, Century Bank; James M. Flynn, Jr., SVP, Century Bank; and Julie Halvey, Acting President and Provost of The Boston Architectural College Uniqueness Results in Record Growth in Institutional Services The Institutional Services Group, which includes our government, cash management, and not-for-profit banking teams, had another record year of client growth. Our share of government banking deposits is now reported to be the highest among Massachusetts chartered banks, and we have expanded our client set significantly in Rhode Island and New Hampshire. We processed over 38 million check and payment items in 2015, with exceptional quality control and customer service. The lockbox function remains a time tested magnet for corporate and institutional deposits. We are proud of the most stable operational management team in the industry, combining an advanced technology platform with live and experienced customer service personnel. For the third consecutive year, our SSAE 16 operational audit resulted in a report with no relevant or reportable exceptions. 17495 ANNUAL_2015_EDITORIAL_V13 cc15.indd 5 3/2/16 11:34 AM 2 0 1 5 A N N U A L R E P O R T Uniqueness in Wealth Management In 2015 we rechristened our trust and fiduciary services as Wealth Management. Our assets under management have grown swiftly to over $60 million, still small, but a great business opportunity to serve the generational transitions of our loyal clients. Our Wealth Management product capability is fully featured, from an all equity strategy to a best in class open-architecture model. We are proud that our 2015 investment performance was superior to its various benchmarks. Uniqueness in Branding It’s easy to be different in this realm as there is no other family managed and controlled bank of size in New England. Our advertising, in print and on radio, promotes our consistent message of local family control, permanence, approachability, and personal service. Dad, Linda, and I keep taking the time to personally sign each welcome note thanking all new clients of Century. This level of personal touch is unique from all others in the industry. Uniqueness in Information Systems Means Reliability We pride ourselves on a technology platform of redundancy and expertise that our clients can rely on for financial inquiry, transactions, and high quality service. We are proud to say that Information Systems met all of its operational and service goals in 2015. However, we are forever vigilant in the daily battle against cybercrime. It is the new “bank robbery” risk. We employ the most sophisticated tools and consultants available to reduce our risks of fraud. Senior Vice Presidents Front row: Richard L. Billig; Yasmin D. Whipple; James M. Flynn, Jr.; Gerald S. Algere; William J. Gambon, Jr.; Nancy Lindstrom; and Peter R. Castiglia Back row: Kenneth A. Samuelian; Anthony C. LaRosa; Deborah R. Rush; Jason J. Melius; Christine D. Scarafoni; Bradford J. Buckley; Janice A. Brandano; Shipley C. Mason; Susan B. Delahunt; Thomas E. Piemontese; and Timothy L. Glynn 17495 ANNUAL_2015_EDITORIAL_V13 cc15.indd 6 3/2/16 11:35 AM 2 0 1 5 A N N U A L R E P O R T Uniqueness in Commitment to the Community We are focused on our social responsibility to our home communities. Led by our imperative for locally controlled enterprise, community development, and relationship based philanthropy, we live our social mission every day. We support the Community Reinvestment Act function with staff, resources, and management commitment. We are utilizing these resources to better serve our minority and lower income communities with home ownership opportunities and access to traditional banking services. Matignon High School Tradition of Excellence Honoring The Sloane Family and Century Bank Pictured from left: Linda Sloane Kay; Marshall M. Sloane; Cardinal Sean P. O’Malley; Marty Pierce, Matignon High School Boys Hockey Coach; and Barry R. Sloane Uniqueness of People and Our Values We can’t say enough about the commitment and capability of our over 400 Century Associates. When bad weather, family calamity, or industry changes bring challenges, our colleagues faultlessly respond with time, ability and ingenuity. So many of our colleagues have worked together for decades, a rare condition in our industry that makes our teamwork superb. Most of the achievements described above are the result of the talent and resourcefulness of the Century team. Finally, we see so clearly our family and corporate values of industry, fairness, and community. Thank you to our shareholders, our clients, our associates, and our communities, for their confidence and relationships. We will endeavor to make 2016 another year of achievement through our uniqueness. Gratefully, Barry R. Sloane President and CEO 17495 ANNUAL_2015_EDITORIAL_V13 cc15.indd 7 3/2/16 11:35 AM 2015 This year, we continued to invest in our communities, supporting over 288 organizations. 2020 Women on Boards Action for Boston Community Development, Inc. Adenoid Cystic Carcinoma Research Foundation AFSCME Council 93 Alzheimer’s Association American Cancer Society American College of Surgeons Foundation American Diabetes Association American Jewish Committee America’s Fund Andover Merchant Association Andover Rotary Club Andover Youth Foundation Anti-Defamation League Apollo Club of Boston Archdiocese of Boston Armenian Heritage Foundation Asian Real Estate Association of America Associazione Gizio Aviv Centers for Living Back Bay Association Bais Yaakov of Boston High School for Girls Beacon Academy Best Buddies Beth Israel Deaconess Medical Center - Milton Beverly Chamber of Commerce Beverly Homecoming Committee Bishop Fenwick High School Black Ministerial Alliance of Greater Boston Boston Architectural College Boston Ballet Linda Sloane Kay receives the Distinguished Alumni Award from Boston University College of General Studies Pictured from left: Dean Natalie McKnight and Linda Sloane Kay Boston College Boston Harbor Association Boston Jewish Film Festival Boston Medical Center Boston Renaissance Charter Public School Boston Skyline Chorus Boston String Academy Boston Women in Media & Entertainment Boy Scouts of America Boys & Girls Clubs of Middlesex County Bread of Life Brendan M. Curtin Scholarship Fund Brigham and Women’s Hospital British Soldiers Fund Brookline Chamber of Commerce Brookline Community Foundation Brookline Recreation Department Burlington Chamber of Commerce Cambridge & Somerville Program for Alcoholism and Drug Abuse Rehabilitation (CASPAR) Cambridge Camping Cambridge Chamber of Commerce Cambridge College Cambridge Montessori School Cambridge School of Weston Cambridge Youth Flag Football Camp Discovery Cancer Research and Marblehead/Salem Scholarships Cardinal Cushing Centers, Inc. Cardinal Spellman High School Cathedral High School Catholic Charities of Boston Catholic Relief Services Boy Scouts Boston Minuteman Council honoring Marshall M. Sloane as Alumnus of the Year Pictured from left: Chuck Eaton, Scout Executive, Spirit of Adventure Council, BSA; Marshall M. Sloane; Barry R. Sloane; John L. Klinck, Jr., President, Spirit of Adventure Council, BSA Catholic Schools Foundation, Inc./Inner-City Scholarship Fund Chabad House of Greater Boston Challenge Unlimited City of Beverly City of Chicopee City of Everett City of Medford City of Somerville Cohen Hillel Academy Colleen E. Ritzer Memorial Scholarship Fund Combined Jewish Philanthropies Community Dispute Settlement Center Community Servings Congregation B’nai B’rith Cops for Kids with Cancer Cornelia dei Gracchi Lodge #1583 Cristo Rey Boston High School Cyrus E. Dallin Art Museum, Inc. Cystic Fibrosis Foundation Dana-Farber Cancer Institute Dante Alighieri Society of Massachusetts Dimock Community Health Centers DONNE 2000 Dorothy C. Gabriel Foundation East Middlesex Association for Children Edward Hartman Children’s Education Fund ESSCO-MGH Breast Cancer Research Fund Essex North Shore Agricultural Technical Foundation, Inc. Essex Park Rehabilitation and Nursing Center Everett Chamber of Commerce Everett Rotary Club Family ACCESS Fenway Community Development Corporation Fidelity House Fisher Center for Alzheimer’s Research Fund Fishermen’s Feast of Boston Foundation for MetroWest Fourth Presbyterian Church of South Boston Friends of Cambridge Athletics Friends of Christopher Columbus Park Friends of the North End Branch Library Gann Academy Gardner Pilot Academy Gifford Cat Shelter Good Sports Greater Lawrence Family Health Center Greater Lawrence Technical School Greater Lynn Senior Services Greater Salem NH Rotary Club Hadassah Harry Langburd Scholarship Fund Hebrew SeniorLife Heritage Museums & Gardens HOPE worldwide Hospitality Homes, Inc. Interfaithfamily.com Irish International Immigrant Center Italian American Association Italian Home for Children Jennifer’s Gift of Hope Jewish Big Brothers Big Sisters Jewish Cemetery Association of Massachusetts Jewish Community Centers of Greater Boston Jewish Family Service John J. Forcellese Memorial Fund Joseph N. Hermann Youth Center Knights of Pythias, Lodge 158 Koleinu Boston’s Jewish Community Chorus Kollel of Greater Boston Kosher Dental Study Krystle Campbell Peace Garden Ladies Ancient Order of Hibernians Lowell Adult Education Center Lynn Chamber of Commerce Lynn Museum & Historical Society Malden Babe Ruth League Malden Chamber of Commerce Malden Rotary Club March of Dimes Marian Court College Century Bank educated students from The Carroll Center For The Blind on money management 17495 ANNUAL_2015_EDITORIAL_V13 cc15.indd 8 3/2/16 11:35 AM This year, we continued to invest in our communities, supporting over 288 organizations. Supportive Living, Inc. Suzuki School of Newton Synagogue Council of Massachusetts Teamsters Local 25, Autism Fund Inc. Temple Beth Elohim Temple Beth Shalom Temple Beth Zion Temple Emanuel Andover Temple Emanuel Newton Temple Israel of Boston Temple Ohabei Shalom Temple Reyim Temple Sinai The American Ireland Fund The Angel Fund The ARC of the South Shore The Bay State Banner The Carroll Center For The Blind The Food Project The Genesis Fund The Gifford School The Greater Boston Food Bank The Jimmy Fund The Lustgarten Foundation for Pancreatic Cancer Research The MIT Center for Bits and Atoms The Old North Foundation The Rotary Foundation The Skating Club of Boston The Welcome Project Town of Andover Town of Brookline Town of Burlington Town of Londonderry, NH Town of North Andover Town of Westford Town of Weymouth UNICO Merrimack Valley UWUA Local 369 VFW Medford Post 1012 Vilna Shul VNA Hospice Care Wachusett Area Rotary Club Century Bank hosted Mystic Valley Area Branch of the NAACP Pictured from left: Barry R. Sloane; State Representative Paul J. Donato; State Representative Christine Barber; Paulette Van der Kloot, NAACP Member; and Neil Osborne, President of Mystic Valley Area Branch of the NAACP Wellesley BNI Wellesley Chamber of Commerce Wellesley Square Merchants’ Association Wildflower Camp Foundation Winchester Chamber of Commerce Winchester Cooperative Nursery School Winchester Foundation for Educational Excellence Winchester Rotary Club Woburn Rotary Club Women’s Bar Association of Massachusetts World Unity Y2Y Harvard Square Yoga Reaches Out Zonta Club of Malden Temple Beth Shalom Ground Breaking Pictured from left: Robert T. Smart, Jr., Esq.; Barry R. Sloane; Marshall M. Sloane; Linda Sloane Kay; Valerie R. Bosse, VP, Century Bank; Bradford J. Buckley, SVP, Century Bank; Roy A. Cramer, Esq.; and Nelson Hammer, RLA, Principal Maritime Society of Our Lady of Help of Sciacca Inc. Massachusetts Affordable Housing Alliance Massachusetts Cultural Council Massachusetts Eye and Ear Infirmary Massachusetts General Hospital Massachusetts Mortgage Bankers Foundation, Inc. Nativity Preparatory School Celebrates Century Bank Matignon High School May Institute McGlynn Elementary School Medford Chamber of Commerce Medford Community Coalition Medford Firefighters Union Medford Jingle Bell Festival Medford Kiwanis Club Medford Rotary Club Merrimack Valley Chamber of Commerce MetroWest Jewish Day School Morgan Memorial Goodwill Industries MSCPA-Angell Mystic River Watershed Association Mystic Valley Area Branch of the NAACP Mystic Valley Elder Services Mystic Valley Public Health Coalition NAIOP Massachusetts National Brain Tumor Society National Tay-Sachs & Allied Diseases Association Nativity Preparatory School Nazzaro Recreation Center New England Center for Children New England Conservatory Newbury Street League Newton Community Prayer Breakfast Newton Community Pride Newton-Needham Chamber of Commerce Newton-Wellesley Hospital Charitable Foundation North End Against Drugs, Inc. North End Beautification Committee North End Christmas Fund North End Music and Performing Arts Center North End Waterfront Health North Reading Little League North Shore Chamber of Commerce North Suburban Chamber of Commerce NVNA Pat Roche Hospice Home On The Rise Operation A.B.L.E. of Greater Boston Our Lady of the Cedars Lebanon Church Pancreatic Cancer Research at MGH Pan-Mass Challenge Partners HealthCare at Home Peabody Chamber of Commerce Peabody Downtown Association Peabody Tanners Little League Softball Project Bread Prospect Hill Academy Charter School Quincy Asian Resources, Inc. Quincy Chamber of Commerce Rashi School Redemptoris Mater Seminary Regis College Sacred Heart Parish Sacred Heart School Saint Anthony’s Society Saint Leonard Parish Saint Peter School Salem Chamber of Commerce Salve Regina University Sancta Maria Hospital Inc. Segel-Drapkin Campership Fund Sharsheret Silent Spring Institute Silver Lining Mentoring Sisters of St. Joseph of Boston Society of Jesus of New England Solomon Schechter Day School Somerville Chamber of Commerce Somerville Council on Aging Somerville High School Somerville Housing Authority Somerville Pop Warner Somerville Rotary Club South End Community Health Center Special Olympics Massachusetts Spirit of Adventure Council, Boy Scouts of America St. John the Evangelist Church St. John’s Food for the Poor Program St. John’s Preparatory School St. Jude Children’s Research Hospital Steps to Success 17495 ANNUAL_2015_EDITORIAL_V13 cc15.indd 9 3/2/16 8:41 PM Century Bancorp, Inc. Directors George R. Baldwin4,6* President & CEO Baldwin & Company Stephen R. Delinsky, Esq.1,3*,7 Attorney Clark, Hunt, Ahearn & Embry Marshall I. Goldman† Director Emeritus Louis J. Grossman †† Chairman The Grossman Companies, Inc. Russell B. Higley, Esq.6,7 Attorney Higley & Higley Jackie Jenkins-Scott 4,5 President Wheelock College Linda Sloane Kay 4,5,6,7 Executive Vice President Century Bank and Trust Company Fraser Lemley 2*,3,4,5 Chairman & CEO Sentry Auto Group Joseph P. Mercurio 2,4,7* Senior Vice President Administration & Finance Quincy College Joseph J. Senna, Esq.1*,4 Attorney Jo Ann Simons †† CEO Northeast ARC Barry R. Sloane 4,5,6,7 President & CEO Century Bank and Trust Company Marshall M. Sloane 4,5 Chairman of the Board Century Bank and Trust Company Stephanie Sonnabend† George F. Swansburg 4*,5,6 Jon Westling 1,2,3 President Emeritus Boston University Officers Marshall M. Sloane Founder and Chairman Barry R. Sloane President & CEO Linda Sloane Kay Executive Vice President William P. Hornby, CPA Chief Financial Officer & Treasurer Rosalie A. Cunio Clerk Judith Sinclair Assistant Clerk Century Bank and Trust Company Officers Management Committee Marshall M. Sloane Chairman of the Board Barry R. Sloane President & CEO William P. Hornby, CPA Chief Financial Officer & Treasurer Paul A. Evangelista Executive Vice President Brian J. Feeney Executive Vice President Linda Sloane Kay Executive Vice President David B. Woonton Executive Vice President Richard L. Billig Senior Vice President James M. Flynn, Jr. Senior Vice President Jason J. Melius Senior Vice President Christine D. Scarafoni Senior Vice President Senior Vice Presidents Gerald S. Algere Janice A. Brandano Bradford J. Buckley Peter R. Castiglia Susan B. Delahunt William J. Gambon, Jr. Timothy L. Glynn Anthony C. LaRosa, CPA Nancy Lindstrom Shipley C. Mason Thomas E. Piemontese Deborah R. Rush Kenneth A. Samuelian Yasmin D. Whipple Carol A. Melisi Robson G. Miguel Melissa A. Murphy Jennifer A. Nickerson, CPA Marie A. Nugent Karen J. Pessia Scott M. Rembis Krzysztof A. Sikorski Jeremy P. Styles Oliver Sun Jeanne A. Wood Officers Andrew Agyei Angela L. Barahona Susan A. Cabral Marie D. Costello Margaret M. DiCeglie James R. Ellis Douglas S. Ferreira Crissy Flaherty Richard Forrest Sara A. Gaudet Lisa M. Glynn Paula A. Grimaldi Jill A. Holak Joshua L. Jick Earl K. Kishida Brandon N. Letellier Paula A. Malley Daniel R. Martiniello Yasunori Matsumoto Laura A. Paranay Christopher M. Ross Biljana Savic Cynthia E. Sarnie Kathleen E. Schroeder Michael E. Serieka Maria R. Serrentino Danielle G. Sheehan Judith Sinclair Olga Sudakova Elizabeth A. Theriault First Vice Presidents Michael D. Ballard Gracine Copithorne Anna M. Gorska T. Daniel Kausel David J. Waryas Vice Presidents Jean P. Belcher-Scarpa Robert A. Bennett John S. Bosco, Jr. Valerie R. Bosse Gerald Bovardi Pasqualina Buttiri Toni M. Chardo Derek J. Craig Rosalie A. Cunio Barbara J. Cunningham Anthony Daniels Laura A. DiFava Tracy E. Dunn Sandra R. Edey Paul C. Eldredge, CPA, CIA Michele English Richard J. Erickson Judith A. Fallon Joseph R. Ferreira Marissa L. Fitzgerald Thatcher L. Freeborn Jane C. Gilberti Adam S. Glick Howard N. Gold Lisa Gosling Carl R. Hall Michelle L. Haughton Ashkon Hedvat Kristine M. Holopainen James J. Jordan Darlene Joyce Michael F. Long Nancy M. Marsh Karen M. Martin Carl M. Mattos Kathleen McGillicuddy Nancy R. Miller Patricia M. Moran Holly E. Nahabedian John L. Norris III Meredith O’Keefe Sarah A. O’Toole Cornelius C. Prioleau Youyi Shi Mary Spadoni Tuesday N. Thomas Lawrence H. Tsoi Jose I. Umana Calvin M. Wong Assistant Vice Presidents Zubin C. Bagwadia Roberta M. Byington Cindy Cohen John R. Ferguson Saida Idouahmane Linda M. Johns William B. Keefe Brian Kelly Anne M. Mahoney Ann E. Mannion † 1 Audit Committee, 2 Compensation Committee, 3 Nominating Committee, 4 Executive Committee, 5 Asset Liability Committee, 6 Non-deposit Investment and Insurance Products Committee, 7 Trust Committee, * Committee Chairperson, ** Committee Vice Chairperson † Retired effective year-end 2015, † †Elected 2016 17495 ANNUAL_2015_EDITORIAL_V13 cc15.indd 10 3/2/16 8:49 PM Century Bancorp, Inc. AR ’15 Financial Highlights 1 FINAN C IAL STATEMENTS 3 Management’s Discussion and Analysis of Results of Operations and Financial Condition 18 19 20 21 22 23 53 55 Consolidated Balance Sheets Consolidated Statements of Income Consolidated Statements of Comprehensive Income Consolidated Statements of Changes in Stockholders’ Equity Consolidated Statements of Cash Flows Notes to Consolidated Financial Statements Reports of Independent Registered Public Accounting Firm Management’s Report on Internal Control Over Financial Reporting 17495 CB_AR15_Financials_0216 cc15.indd 1 2/24/16 9:21 AM Financial Highlights Century Bancorp, Inc. AR ’15 (dollars in thousands, except share data) FOR THE YEAR Interest income Interest expense Net interest income Provision for loan losses Net interest income after provision for loan losses Other operating income Operating expenses Income before income taxes Provision for income taxes Net income Average shares outstanding Class A, basic Average shares outstanding Class B, basic Average shares outstanding Class A, diluted Average shares outstanding Class B, diluted Total shares outstanding at year-end Earnings per share: Basic, Class A Basic, Class B Diluted, Class A Diluted, Class B Dividend payout ratio – Non-GAAP (1) AT YEAR-END Assets Loans Deposits Stockholders’ equity Book value per share SELECTED FINANCIAL PERCENTAGES Return on average assets Return on average stockholders’ equity Net interest margin, taxable equivalent Net (recoveries) charge-offs as a percent of average loans Average stockholders’ equity to average assets Efficiency ratio – Non-GAAP (1) (1) 2015 2014 2013 2012 2011 $ 90,093 20,134 69,959 200 69,759 15,993 62,198 23,554 533 $ 85,371 19,136 66,235 2,050 64,185 15,271 56,730 22,726 866 $ 79,765 18,805 60,960 2,710 58,250 18,615 55,812 21,053 1,007 $ 81,494 19,540 61,954 4,150 57,804 15,865 53,238 20,431 1,392 $ 78,065 22,766 55,299 4,550 50,749 16,240 48,742 18,247 1,554 $ 23,021 $ 21,860 $ 20,046 $ 19,039 $ 16,693 3,600,729 1,967,180 5,567,909 1,967,180 5,567,909 $ $ $ $ 5.02 2.51 4.13 2.51 9.6 % $ 3,947,441 1,731,536 3,075,060 214,544 38.53 $ 0.59 % 11.26 % 2.18 % (0.04) % 5.25 % 64.1 % 3,591,732 1,969,030 5,562,209 1,969,030 5,567,909 $ $ $ $ 4.78 2.39 3.93 2.39 10.0 % $ 3,624,036 1,331,366 2,737,591 192,500 34.57 $ 0.61 % 11.57 % 2.22 % 0.05 % 5.27 % 62.0 % 3,575,683 1,980,855 5,557,693 1,980,855 5,556,584 $ $ $ $ 4.39 2.19 3.61 2.19 10.9 % $ 3,431,154 1,264,763 2,715,839 176,472 31.76 $ 0.60 % 11.58 % 2.21 % 0.08 % 5.22 % 63.0 % 3,557,693 1,990,474 5,549,191 1,990,474 5,554,959 $ $ $ $ 4.18 2.09 3.43 2.09 11.5 % $ 3,086,209 1,111,788 2,445,073 179,990 32.40 $ 0.65 % 11.06 % 2.51 % 0.15 % 5.85 % 62.1 % 3,543,233 1,997,411 5,541,794 1,997,411 5,542,697 $ $ $ $ 3.68 1.84 3.01 1.84 13.1 % $ 2,743,225 984,492 2,124,584 160,649 28.98 $ 0.63 % 10.72 % 2.48 % 0.21 % 5.88 % 62.2 % 2015 Non-GAAP Financial Measures are reconciled in the following tables: Calculation of Efficiency Ratio: Total Operating Expenses (numerator) $ 62,198 Net Interest Income Total Other Operating Income Tax Equivalent Adjustment $ 69,959 15,993 11,140 2014 2013 2012 2011 $ $ 56,730 66,235 15,271 10,033 $ $ 55,812 60,960 18,615 8,984 $ $ 53,238 61,954 15,865 7,964 $ $ 48,742 55,299 16,240 6,782 Total Income (denominator) $ 97,092 $ 91,539 $ 88,559 $ 85,783 $ 78,321 Efficiency Ratio, Year – Non-GAAP 64.1 % 62.0 % 63.0 % 62.1 % 62.2 % 2015 2014 2013 2012 2011 Calculation of Dividend Payout Ratio: Dividends Paid (numerator) Net Income (denominator) $ $ 2,200 23,021 $ $ 2,196 21,860 $ $ 2,191 20,046 $ $ 2,186 19,039 $ $ 2,180 16,693 Dividend Payout Ratio – Non-GAAP 9.6 % 10.0 % 10.9 % 11.5 % 13.1 % 1 17495 CB_AR15_Financials_0216 cc15.indd 1 2/24/16 9:21 AM Per Share Data 2015, Quarter Ended Market price range (Class A) High Low Dividends Class A Dividends Class B 2014, Quarter Ended Market price range (Class A) High Low Dividends Class A Dividends Class B Financial Highlights Century Bancorp, Inc. AR ’15 December 31, September 30, June 30, March 31, $ 45.09 40.95 0.12 0.06 $ 41.87 38.61 0.12 0.06 $ 41.44 38.37 0.12 0.06 $ 40.50 38.34 0.12 0.06 December 31, September 30, June 30, March 31, $ 40.50 34.26 0.12 0.06 $ 38.88 34.10 0.12 0.06 $ 37.68 33.05 0.12 0.06 $ 37.00 32.95 0.12 0.06 ThestockperformancegraphbelowcomparesthecumulativetotalshareholderreturnoftheCompany’sClassACommonStockfromDecember31,2010to December31,2015withthecumulativetotalreturnoftheNASDAQMarketIndex(U.S.Companies)andtheNASDAQBankStockIndex.Thelinesinthegraph representmonthlyindexlevelsderivedfromcompoundeddailyreturnsthatincludealldividends.Ifthemonthlyinterval,basedonthefiscalyear-end,wasnota tradingday,theprecedingtradingdaywasused. Comparison of Five-Year $250 Cumulative Total Return* NASDAQ U.S. $200 $150 $100 $50 $0 Century Bancorp, Inc. NASDAQ Banks 2010 2011 2012 2013 2014 2015 Value of $100 Invested on December 31, 2010 at: 2011 2012 2013 2014 2015 Century Bancorp, Inc. NASDAQ Banks NASDAQ U.S. $ 107.37 74.57 99.17 $ 127.27 100.48 116.48 $ 130.26 137.27 163.21 $ 159.05 153.50 187.27 $ 174.57 156.89 200.31 *AssumesthatthevalueoftheinvestmentintheCompany’sCommonStockandeachindexwas$100on December31,2010andthatalldividendswerereinvested. 17495 CB_AR15_Financials_0216 cc15.indd 2 2 2/24/16 9:21 AM Management’s Discussion and Analysis of Results of Operations and Financial Condition Century Bancorp, Inc. AR ’15 FORWARD-LOOKING STATEMENTS Certain statements contained herein are not based on historical facts and are “forward-looking statements” within the meaning of Section 21A of the Securities Exchange Act of 1934. Forward-looking statements, which are based on various assumptions (some of which are beyond the Company’s control), may be identified by reference to a future period or periods, or by the use of forward-looking terminology, such as “may,” “will,” “believe,” “expect,” “estimate,” “anticipate,” “continue” or similar terms or variations on those terms, or the negative of these terms. Actual results could differ materially from those set forth in forward-looking statements due to a variety of factors, including, but not limited to, those related to the economic environment, particularly in the market areas in which the Company operates, competitive products and pricing, fiscal and monetary policies of the U.S. Government, changes in government regulations affecting financial institutions, including regulatory fees and capital requirements, changes in prevailing interest rates, acquisitions and the integration of acquired businesses, credit risk management, asset/liability management, the financial and securities markets, and the availability of and costs associated with sources of liquidity. The Company does not undertake, and specifically disclaims any obligation, to publicly release the result of any revisions which may be made to any forward- looking statements to reflect the occurrence of anticipated or unanticipated events or circumstances after the date of such statements. RECENT MARKET DEVELOPMENTS The financial services industry continues to face challenges in the aftermath of the recent national and global economic crisis. Since June 2009, the U.S. economy has been recovering from the most severe recession and financial crisis since the Great Depression. There have been some improvements in private sector employment, industrial production and U.S. exports; nevertheless, the pace of economic recovery has been slow. Financial markets have improved since the depths of the crisis but are still unsettled and volatile. There is continued concern about the U.S. economic outlook. On July 21, 2010, the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Act”) became law. The Act was intended to address many issues arising in the recent financial crisis and is exceedingly broad in scope, affecting many aspects of bank and financial market regulation. The Act requires, or permits by implementing regulation, enhanced prudential standards for banks and bank holding companies inclusive of capital, leverage, liquidity, concentration and exposure measures. In addition, traditional bank regulatory principles such as restrictions on transactions with affiliates and insiders were enhanced. The Act also contains reforms of consumer mortgage lending practices and creates a Bureau of Consumer Financial Protection, which is granted broad authority over consumer financial practices of banks and others. It is expected as the specific new or incremental requirements applicable to the Company become effective that the costs and difficulties of remaining compliant with all such requirements will increase. The Act broadened the base for FDIC assessments to average consolidated assets less tangible equity of financial institutions and also permanently raises the current standard maximum FDIC deposit insurance amount to $250,000. The Act extended unlimited deposit insurance on non-interest bearing transaction accounts through December 31, 2012. In addition, the Act added a new Section 13 to the Bank Holding Company Act, the so-called “Volcker Rule,” (the “Rule”) which generally restricts certain banking entities such as the Company and its subsidiaries or affiliates, from engaging in proprietary trading activities and owning equity in or sponsoring any private equity or hedge fund. The Rule became effective July 21, 2012. The final implementing regulations for the Rule were issued by various regulatory agencies in December, 2013 and under an extended conformance regulation compliance must be achieved by July 21, 2015. The conformance period for investments in and relationships with certain “legacy covered funds” has been extended to July 21, 2016 and is expected to be extended further to July 31, 2017. Under the Rule, the Company may be restricted from engaging in proprietary 3 trading, investing in third party hedge or private equity funds or sponsoring new funds unless it qualifies for an exemption from the rule. The Company has little involvement in prohibited proprietary trading or investment activities in covered funds and the Company does not expect that complying with the requirements of the Rule will have any material effect on the Company’s financial condition or results of operation. Federal banking regulators have issued risk-based capital guidelines, which assign risk factors to asset categories and off-balance-sheet items. Also, the Basel Committee has issued capital standards entitled “Basel III: A global regulatory framework for more resilient banks and banking systems” (“Basel III”). The Federal Reserve Board has finalized its rule implementing the Basel III regulatory capital framework. The rule that came into effect in January 2015 sets the Basel III minimum regulatory capital requirements for all organizations. It includes a new common equity Tier I ratio of 4.5 percent of risk-weighted assets, raises the minimum Tier I capital ratio from 4 percent to 6 percent of risk-weighted assets and would set a new conservation buffer of 2.5 percent of risk-weighted assets. The implementation of the framework did not have a material impact on the Company’s financial condition or results of operations. OVERVIEW Century Bancorp, Inc. (together with its bank subsidiary, unless the context otherwise requires, the “Company”) is a Massachusetts state-chartered bank holding company headquartered in Medford, Massachusetts. The Company is a Massachusetts corporation formed in 1972 and has one banking subsidiary (the “Bank”): Century Bank and Trust Company formed in 1969. At December 31, 2015, the Company had total assets of $3.9 billion. Currently, the Company operates 27 banking offices in 20 cities and towns in Massachusetts, ranging from Braintree in the south to Andover in the north. The Bank’s customers consist primarily of small and medium-sized businesses and retail customers in these communities and surrounding areas, as well as local governments and institutions throughout Massachusetts, New Hampshire, Rhode Island, Connecticut and New York. The Company’s results of operations are largely dependent on net interest income, which is the difference between the interest earned on loans and securities and interest paid on deposits and borrowings. The results of operations are also affected by the level of income and fees from loans, deposits, as well as operating expenses, the provision for loan losses, the impact of federal and state income taxes and the relative levels of interest rates and economic activity. The Company offers a wide range of services to commercial enterprises, state and local governments and agencies, non-profit organizations and individuals. It emphasizes service to small and medium sized businesses and retail customers in its market area. In recent quarters, the Company has increased business to larger institutions, specifically, healthcare and higher education. The Company makes commercial loans, real estate and construction loans and consumer loans, and accepts savings, time, and demand deposits. In addition, the Company offers its corporate and institutional customers automated lock box collection services, cash management services and account reconciliation services, and actively promotes the marketing of these services to the municipal market. Also, the Company provides full service securities brokerage services through a program called Investment Services at Century Bank, which is supported by LPL Financial, a third party full-service securities brokerage business. The Company has municipal cash management client engagements in Massachusetts, New Hampshire and Rhode Island comprising of approximately 250 government entities. The Company had net income of $23,021,000 for the year ended December 31, 2015, compared with net income of $21,860,000 for the year ended December 31, 2014, and net income of $20,046,000 for the year ended December 31, 2013. Class A diluted earnings per share were $4.13 in 2015, compared to $3.93 in 2014 and $3.61 in 2013. 17495 CB_AR15_Financials_0216 cc15.indd 3 2/24/16 9:21 AM Management’s Discussion and Analysis of Results of Operations and Financial Condition Century Bancorp, Inc. AR ’15 2015 2014 2013 Earnings per share (EPS) for each class of stock and for each year ended Basic EPS – Class A common December 31, is as follows: Basic EPS – Class B common Diluted EPS – Class A common Diluted EPS – Class B common $ 5.02 $ 2.51 $ 4.13 $ 2.51 $ 4.78 $ 2.39 $ 3.93 $ 2.39 $ 4.39 $ 2.19 $ 3.61 $ 2.19 recoveries being realized during the year. During 2015, 2014 and 2013, the U.S. economy experienced a low short-term rate environment. The lower short-term rates negatively impacted the net interest margin as the rate at which short-term deposits could be invested declined more than the rates offered on those deposits. Total assets were $3,947,441,000 at December 31, 2015, an increase of 8.9% from total assets of $3,624,036,000 at December 31, 2014. On December 31, 2015, stockholders’ equity totaled $214,544,000, compared with $192,500,000 on December 31, 2014. Book value per share increased to $38.53 at December 31, 2015, from $34.57 on December 31, 2014. 2.12% 2.50 % The trends in the net interest margin are illustrated in the graph below: 2.40 % 2.27% 2.25% Net Interest Margin 2.30 % 2.16% 2.20 % 2.10 % 2.00 % 2.20% 2.21% 2.22% 2.12% 2.20% 2.18% 2.19% 2.28% Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 2013 2014 2015 The primary factor accounting for the decrease in the net interest margin for 2013 was an additional large influx of deposits. Management invested the funds in shorter term securities. The net interest margin has declined slightly throughout 2014 and the first quarter of 2015. During the second and third quarter of 2015 the net interest margin increased primarily as a result of an increase in higher yielding assets as well as prepayment penalties collected. The increase in higher yielding assets was primarily the result of increased purchases of securities held-to-maturity. The margin decreased during the fourth quarter of 2015 as a result of lower yielding loan originations as well as a lower level of prepayment penalties. While management will continue its efforts to improve the net interest margin, there can be no assurance that certain factors beyond its control, such as the prepayment of loans and changes in market interest rates, will continue to 5.00 % positively impact the net interest margin. 4.00 % Historical U.S. Treasury Yield Curve 3.00 % 2.00 % 1.00 % 0.00 % 3 Month 6 Month 2 Year 3 Year 5 Year 10 Year 30 Year U.S. Treasury Yield Curve 12/31/2015 U.S. Treasury Yield Curve 12/31/2014 U.S. Treasury Yield Curve 12/31/2013 A yield curve is a line that typically plots the interest rates of U.S. Treasury Debt, which have different maturity dates but the same credit quality, at a specific point in time. The three main types of yield curve shapes are normal, inverted and flat. Over the past three years, the U.S. economy has experienced low short-term rates. During 2013, longer-term rates increased resulting in a steepening of the yield curve. During 2014 and 2015, longer-term rates decreased resulting in a flattening of the yield curve. During 2015 and 2014, the Company’s earnings were positively impacted primarily by an increase in net interest income. This increase was primarily due to an increase in earning assets. Also contributing to the increase in earnings for 2015 was a decrease in the provision for loan losses. This was primarily the result of changes in the risk profile of the Company’s new loan originations, related methodology enhancements to address these changes, as well as net During July 2012, the Company received state regulatory approval to close a branch at Chestnut Hill in Newton, Massachusetts. The branch closed on September 21, 2012 and the accounts were temporarily moved to the Brookline, Massachusetts branch. During July 2012, the Company entered into a lease agreement and received regulatory approval to open a branch at a new location at Chestnut Hill in Newton, Massachusetts. The branch opened on November 7, 2013 and the majority of the accounts that were temporarily moved to the Brookline, Massachusetts branch were moved to the new branch at Chestnut Hill in Newton, Massachusetts. During December 2013, the Company entered into a lease agreement to open a branch located in Woburn, Massachusetts. The branch opened on November 3, 2014. During March 2014, the Company entered into a lease agreement to open a branch located on Boylston Street in Boston, Massachusetts. This property is leased from an entity affiliated with Marshall M. Sloane, Chairman of the Board of the Company. This agreement was approved by the Board of Directors in the absence of the Chairman of the Board. The branch opened on April 22, 2015. The deposits from the Kenmore Square, Boston Massachusetts branch, which closed on September 30, 2014, were moved to the new Boylston Street branch. CRITICAL ACCOUNTING POLICIES Accounting policies involving significant judgments and assumptions by management, which have, or could have, a material impact on the carrying value of certain assets and impact income, are considered critical accounting policies. The Company considers impairment of investment securities, allowance for loan losses and income taxes to be its critical accounting policies. There have been no significant changes in the methods or assumptions used in the investment securities accounting policy that require material estimates and assumptions. There was a methodology enhancement to the allowance for loan losses policy. This enhancement is described below. Impaired Investment Securities Management evaluates securities for other-than-temporary impairment (“OTTI”) on a periodic basis. Factors considered in determining whether an impairment is OTTI include: (1) the length of time and the extent to which the fair value has been less than amortized cost, (2) projected future cash flows, (3) the financial condition and near-term prospects of the issuers and (4) the intent and ability of the Company to hold the investment for a period of time sufficient to allow for any anticipated recovery in fair value. The Company records an OTTI loss in an amount equal to the entire difference between the fair value and amortized cost if (1) the Company intends to sell an impaired investment security, (2) it is more likely than not that the Company will be required to sell the investment security before its amortized costs or (3) for debt securities, the present value of expected future cash flows is not sufficient to recover the entire amortized cost basis. If an investment security is determined to be OTTI but the Company does not intend to sell the investment security, only the credit portion of the estimated loss is recognized in earnings, with the non-credit portion of the loss recognized in other comprehensive income. 17495 CB_AR15_Financials_0216 cc15.indd 4 4 2/24/16 9:21 AM Management’s Discussion and Analysis of Results of Operations and Financial Condition Century Bancorp, Inc. AR ’15 The Company does not intend to sell any of its debt securities with an unrealized loss, and it is not more likely than not that it will be required to sell the debt securities before the anticipated recovery of their remaining amortized cost, which may be maturity. Allowance for Loan Losses Arriving at an appropriate level of allowance for loan losses necessarily involves a high degree of judgment. Management maintains an allowance for loan losses to absorb losses inherent in the loan portfolio. The allowance is based on assessments of the probable estimated losses inherent in the loan portfolio. Management’s methodology for assessing the appropriateness of the allowance consists of several key elements, which include the specific allowances, if appropriate, for identified problem loans, formula allowance, and possibly an unallocated allowance. Arriving at an appropriate level of allowance for loan losses necessarily involves a high degree of judgment. Specific allowances for loan losses entail the assignment of allowance amounts to individual loans on the basis of loan impairment. Under this method, loans are selected for evaluation based upon a change in internal risk rating, occurrence of delinquency, loan classification or nonaccrual status. The formula allowances are based on evaluations of homogenous loans to determine the allocation appropriate within each portfolio segment. Formula allowances are based on internal risk ratings or credit ratings from external sources. After considering the above components, an unallocated component may be generated to cover uncertainties that could affect management’s estimate of probable losses. Further information regarding the Company’s methodology for assessing the appropriateness of the allowance is contained within Note 1 of the “Notes to Consolidated Financial Statements”. During 2015, the Company enhanced its approach to the development of the historical loss factors and qualitative factors used on certain loan portfolios. The enhancement is described within the Allowance for Loan Losses section of “Management’s Discussion and Analysis of Results of Operations and Financial Condition”. Management believes that the allowance for loan losses is adequate. In addition, various regulatory agencies, as part of the examination process, periodically review the Company’s allowance for loan losses. Such agencies may require the Company to recognize additions to the allowance based on their judgments about information available to them at the time of their examination. Income Taxes Certain areas of accounting for income taxes require management’s judgment, including determining the expected realization of deferred tax assets and the adequacy of liabilities for uncertain tax positions. Judgments are made regarding various tax positions, which are often subjective and involve assumptions about items that are inherently uncertain. If actual factors and conditions differ materially from estimates made by management, the actual realization of the net deferred tax assets or liabilities for uncertain tax positions could vary materially from the amounts previously recorded. Deferred tax assets arise from items that may be used as a tax deduction or credit in future income tax returns, for which a financial statement tax benefit has already been recognized. The realization of the net deferred tax asset generally depends upon future levels of taxable income and the existence of prior years’ taxable income to which refund claims could be carried back. Valuation allowances are recorded against those deferred tax assets determined not likely to be realized. Deferred tax liabilities represent items that will require a future tax payment. They generally represent tax expense recognized in the Company’s financial statements for which payment has been deferred, or a deduction taken on the Company’s tax return but not yet recognized as an expense in the Company’s financial statements. Deferred tax liabilities are also recognized for certain non-cash items such as goodwill. FINANCIAL CONDITION Investment Securities The Company’s securities portfolio consists of securities available-for-sale (“AFS”) and securities held-to-maturity (“HTM”). Securities available-for-sale consist of certain U.S. Treasury and U.S. Government Sponsored Enterprise mortgage-backed securities; state, county and municipal securities; privately issued mortgage-backed securities; other debt securities; and other marketable equities. These securities are carried at fair value, and unrealized gains and losses, net of applicable income taxes, are recognized as a separate component of stockholders’ equity. The fair value of securities available-for-sale at December 31, 2015 totaled $404,623,000 and included gross unrealized gains of $979,000 and gross unrealized losses of $1,333,000. A year earlier, the fair value of securities available-for-sale was $448,390,000 including gross unrealized gains of $1,630,000 and gross unrealized losses of $1,450,000. In 2015, the Company recognized gains of $289,000 on the sale of available-for-sale securities. In 2014 and 2013, the Company recognized gains of $450,000 and $3,019,000, respectively. Securities classified as held-to-maturity consist of U.S. Government Sponsored Enterprises and mortgage-backed securities. Securities held-to-maturity as of December 31, 2015 are carried at their amortized cost of $1,438,903,000. A year earlier, securities held-to-maturity totaled $1,406,792,000. In 2015 the company recognized gains of $305,000 on the sale of held-to-maturity securities. The sales from securities held-to-maturity relate to certain mortgage-backed securities for which the Company had previously collected a substantial portion of its principal investment. In 2014 and 2013, the Company did not recognize any gains on sales of held-to-maturity securities. During the third quarter of 2013, $987,037,000 of securities available-for-sale with unrealized losses of $25,333,000 were transferred to securities held-to- maturity. This was done in response to rising interest rates and an assessment of liquidity needs. 5 17495 CB_AR15_Financials_0216 cc15.indd 5 2/24/16 9:21 AM Management’s Discussion and Analysis of Results of Operations and Financial Condition Fair Value of Securities Available-for-Sale The following table sets forth the fair value and percentage distribution of securities available-for-sale at the dates indicated. At December 31, 2015 2014 Century Bancorp, Inc. AR ’15 2013 (dollars in thousands) U.S. Treasury U.S. Government Sponsored Enterprises SBA Backed Securities U.S. Government Agency and Sponsored Enterprises Mortgage-Backed Securities Privately Issued Residential Mortgage-Backed Securities Obligations Issued by States and Political Subdivisions Other Debt Securities Equity Securities Total Amount Percent Amount Percent Amount Percent $ 1,989 — 5,989 233,526 1,434 156,960 4,473 252 0.5 % 0.0 % 1.5 % 57.7 % 0.4 % 38.8 % 1.0 % 0.1 % $ 2,000 — 6,717 0.4 % 0.0 % 1.5 % $ 1,998 10,004 7,302 0.4 % 2.2 % 1.6 % 337,093 75.2 % 403,189 86.8 % 1,874 0.4 % 96,784 21.6 % 3,524 398 0.8 % 0.1 % 2,277 36,723 2,176 576 0.5 % 7.9 % 0.5 % 0.1 % $ 404,623 100.0 % $ 448,390 100.0 % $ 464,245 100.0 % The majority of the Company’s securities AFS are classified as Level 2, as defined in Note 1 of the “Notes to Consolidated Financial Statements.” The fair values of these securities are obtained from a pricing service, which provides the Company with a description of the inputs generally utilized for each type of security. These inputs include benchmark yields, reported trades, broker/dealer quotes, issuer spreads, two-sided markets, benchmark securities, bids, offers and reference data. Management’s understanding of a pricing service’s pricing methodologies includes obtaining an understanding of the valuation risks, assessing its qualification, verification of sources of information and processes used to develop prices and identifying, documenting, and testing controls. Management’s validation of a vendor’s pricing methodology includes establishing internal controls to determine that the pricing information received by a pricing service and used by management in the valuation process is relevant and reliable. Market indicators and industry and economic events are also monitored. The decline in fair value from amortized cost for individual available-for-sale securities that are temporarily impaired is not attributable to changes in credit quality. Because the Company does not intend to sell any of its debt securities and it is not more likely than not that it will be required to sell the debt securities before the anticipated recovery of their remaining amortized cost, the Company does not consider these investments to be other-than-temporarily impaired at December 31, 2015. Securities available-for-sale totaling $156,997,000, or 4.0% of assets, are classified as Level 3, as defined in Note 1 of the “Notes to Consolidated Financial Statements.” These securities are generally equity investments or municipal securities with no readily determinable fair value. The securities are carried at fair value with periodic review of underlying financial statements and credit ratings to assess the appropriateness of these valuations. Debt securities of Government Sponsored Enterprises refer primarily to debt securities of Fannie Mae and Freddie Mac. Amortized Cost of Securities Held-to-Maturity The following table sets forth the amortized cost and percentage distribution of securities held-to-maturity at the dates indicated. At December 31, 2015 2014 2013 (dollars in thousands) U.S. Government Sponsored Enterprises U.S. Government Sponsored Enterprise Mortgage-Backed Securities Amount Percent Amount Percent Amount Percent $ 186,734 13.0 % $ 251,617 17.9 % $ 291,779 19.6 % 1,252,169 87.0 % 1,155,175 82.1 % 1,196,105 80.4 % Total $ 1,438,903 100.0 % $ 1,406,792 100.0 % $ 1,487,884 100.0 % 17495 CB_AR15_Financials_0216 cc15.indd 6 6 2/24/16 9:21 AM Management’s Discussion and Analysis of Results of Operations and Financial Condition Century Bancorp, Inc. AR ’15 Fair Value of Securities Available-for-Sale The following two tables set forth contractual maturities of the Bank’s securities portfolio at December 31, 2015. Actual maturities may differ from contractual Amounts Maturing maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties. Within Weighted One Year Weighted Five Years Weighted Over Weighted (dollars in thousands) U.S. Treasury $ SBA Backed Securities U.S. Government Agency and Sponsored Enterprise Mortgage-Backed Securities Privately Issued Residential Mortgage-Backed Securities One Year % of Total Average Yield to Five Years % of Total Average Yield to Ten Years % of Total Average Yield Ten Years % of Average Total Yield — — 0.0 % 0.00 % $ 1,989 0.5 % 0.54 % $ — 0.0 % 0.00 % $ — 0.0 % 0.00 % 0.0 % 0.00 % 1,031 0.3 % 0.92 % 4,958 1.2 % 1.16 % — 0.0 % 0.00 % 43 0.0 % 5.71 % 142,232 35.1 % 0.83 % 91,251 22.6 % 0.83 % — 0.0 % 0.00 % 1,434 0.4 % 1.20 % — 0.0 % 0.0 % — 0.0 % 0.00 % — 0.0 % 0.00 % Obligations of States and Political Subdivisions 150,861 37.3 % 0.77 % 1,894 0.5 % 3.35 % 385 0.1 % 4.92 % 3,820 0.9 % 0.58 % Other Debt Securities 299 0.1 % 0.90 % 799 0.2 % 1.28 % 1,000 0.2 % 6.00 % 1,003 0.2 % 6.00 % Equity Securities Total — 0.0 % 0.00 % — 0.0 % 0.00 % — 0.0 % 0.00 % — 0.0 % 0.00 % $ 152,637 37.8 % 0.78 % $ 147,945 36.6 % 0.86 % $ 97,594 24.1 % 0.91 % $ 4,823 1.1 % 1.71 % Non- Maturing % of Total Weighted Average Yield Total Weighted Average Yield % of Total $ — — — — — 0.0 % 0.00 % $ 0.0 % 0.00 % 1,989 5,989 0.5 % 0.05 % 1.5 % 1.12 % 0.0 % 0.00 % 233,526 57.7 % 0.83 % 0.0 % 0.00 % 1,434 0.4 % 1.20 % 0.0 % 0.00 % 156,960 38.8 % 0.81 % 1,372 0.3 % 3.20 % 252 0.1 % 3.26 % 4,473 252 1.0 % 3.96 % 0.1 % 3.26 % $ 1,624 0.4 % 3.21 % $ 404,623 100.0 % 0.86 % (dollars in thousands) U.S. Treasury SBA Backed Securities U.S. Government Agency and Sponsored Enterprise Mortgage-Backed Securities Privately Issued Residential Mortgage-Backed Securities Obligations of States and Political Subdivisions Other Debt Securities Equity Securities Total Amortized Cost of Securities Held-to-Maturity Amounts Maturing Within One Year Weighted One Year Weighted Five Years Weighted Over % of Total Average Yield to Five Years % of Total Average Yield to Ten Years % of Total Average Yield Ten Years % of Total Weighted Average Yield Total Weighted Average Yield % of Total $ — 0.0 % 0.00 % $ 147,636 10.3 % 1.91 % $ 39,098 2.7 % 2.82 % $ — 0.0 % 0.00 % $ 186,734 13.0 % 2.10 % (dollars in thousands) U.S. Government Sponsored Enterprises U.S. Government Sponsored Enterprise Mortgage-Backed Securities 1,712 0.1 % 2.99 % 996,755 69.3 % 2.26 % 250,548 17.4 % 2.37 % 3,154 0.2 % 3.02 % 1,252,169 87.0 % 2.29 % Total $ 1,712 0.1 % 2.99 % $ 1,144,391 79.6 % 2.21 % $ 289,646 20.1 % 2.43 % $ 3,154 0.2 % 3.02 % $ 1,438,903 100.0 % 2.26 % At December 31, 2015 and 2014, the Bank had no investments in obligations of individual states, counties, municipalities or nongovernment corporate entities which exceeded 10% of stockholders’ equity. In 2015, sales of securities totaling $51,551,000 in gross proceeds resulted in a net realized gain of $594,000. There were no sales of state, county or municipal securities during 2015 and 2014. In 2014, sales of securities totaling $40,285,000 in gross proceeds resulted in net realized gains of $450,000. In 2013, sales of securities totaling $224,045,000 in gross proceeds resulted in net realized gains of $3,019,000. 7 17495 CB_AR15_Financials_0216 cc15.indd 7 2/24/16 9:21 AM Management’s Discussion and Analysis of Results of Operations and Financial Condition Century Bancorp, Inc. AR ’15 Management reviews the investment portfolio for other-than-temporary impairment of individual securities on a regular basis. The results of such analysis are dependent upon general market conditions and specific conditions related to the issuers of our securities. Loans The Company’s lending activities are conducted principally in Massachusetts, New Hampshire, Rhode Island, Connecticut and New York. The Company grants single-family and multi-family residential loans, commercial and commercial real estate loans, municipal loans, and a variety of consumer loans. To a lesser extent, the Company grants loans for the construction of residential homes, multi-family properties, commercial real estate properties and land development. Most loans granted by the Company are secured by real estate collateral. The ability and willingness of commercial real estate, commercial, construction, residential and consumer loan borrowers to honor their repayment commitments are generally dependent on the health of the real estate market in the borrowers’ geographic areas and of the general economy. December 31, 2015 2012 2014 2013 2011 The following summary shows the composition of the loan portfolio at the dates indicated. Percent of Total Amount Amount Percent of Total Percent of Total Amount Percent of Total Amount Percent of Total Amount (dollars in thousands) Construction and land development $ 27,421 1.6 % $ 22,744 1.7 % $ 33,058 2.6 % $ 38,618 3.5 % $ 56,819 Commercial and industrial Municipal Commercial real estate Residential real estate Consumer Home equity Overdrafts Total 452,235 85,685 721,506 255,346 10,744 178,020 579 26.1 % 4.9 % 41.7 % 14.7 % 0.6 % 10.3 % 0.1 % 149,732 11.2 % 41,850 3.1 % 696,272 52.3 % 257,305 19.3 % 10,925 0.8 % 76,675 32,737 696,317 286,041 8,824 6.1 % 2.6 % 55.0 % 22.6 % 0.7 % 88,475 8.0 % 82,404 1,446 0.1 % — 575,019 51.7 % 487,495 49.5 % 281,857 25.3 % 239,307 24.3 % 6,823 0.6 % 6,197 0.6 % 151,275 11.4 % 130,277 10.3 % 118,923 10.7 % 110,786 11.3 % 1,263 0.2 % 834 0.1 % 627 0.1 % 1,484 0.2 % $ 1,731,536 100.0 % $ 1,331,366 100.0 % $ 1,264,763 100.0 % $ 1,111,788 100.0 % $ 984,492 100.0 % 5.7 % 8.4 % 0.0 % At December 31, 2015, 2014, 2013, 2012 and 2011, loans were carried net of discounts of $360,000, $407,000, $454,000, $498,000 and $550,000, respectively. Net deferred loan fees of $988,000, $908,000, $174,000, $369,000 and $666,000 were carried in 2015, 2014, 2013, 2012 and 2011, respectively. The following table summarizes the remaining maturity distribution of certain components of the Company’s loan portfolio on December 31, 2015. The table excludes loans secured by 1–4 family residential real estate and loans for household and family personal expenditures. Maturities are presented as if scheduled principal amortization payments are due on the last contractual payment date. Remaining Maturities of Selected Loans at December 31, 2015 One Year or Less One to Five Years Over Five Years Total (dollars in thousands) Construction and land development Commercial and industrial Commercial real estate Total December 31, 2015 $ 7,356 28,539 33,598 $ 69,493 $ 4,082 23,446 57,294 $ 15,983 400,250 630,614 $ 27,421 452,235 721,506 $ 84,822 $ 1,046,847 $ 1,201,162 The following table indicates the rate variability of the above loans due after one year. (dollars in thousands) One to Five Years Over Five Years Total Predetermined interest rates Floating or adjustable interest rates Total $ 38,985 45,837 $ 291,900 754,947 $ 330,885 800,784 $ 84,822 $ 1,046,847 $ 1,131,669 The Company’s commercial and industrial (“C&I”) loan customers represent various small and middle-market established businesses involved in manufacturing, distribution, retailing and services. C&I loan customers also include large healthcare and higher education institutions. During 2015, the Company increased its lending activities to these types of organizations. Most clients are privately owned with markets that range from local to national in scope. Many of the loans to this segment are secured by liens on corporate assets and the personal guarantees of the principals. The regional economic strength or weakness impacts the relative risks in this loan category. There is little concentration in any one business sector, and loan risks are generally diversified among many borrowers. 17495 CB_AR15_Financials_0216 cc15.indd 8 8 2/24/16 9:21 AM Management’s Discussion and Analysis of Results of Operations and Financial Condition Century Bancorp, Inc. AR ’15 Commercial real estate loans are extended to finance various manufacturing, warehouse, light industrial, office, retail and residential properties in the Bank’s market area, which generally includes Massachusetts, New Hampshire, and Rhode Island. Also included are loans to educational institutions, hospitals and other non-profit organizations. Loans are normally extended in amounts up to a maximum of 80% of appraised value and normally for terms between three and thirty years. Amortization schedules are long term and thus a balloon payment is generally due at maturity. Under most circumstances, the Bank will offer to rewrite or otherwise extend the loan at prevailing interest rates. During recent years, the Bank has emphasized nonresidential-type owner-occupied properties. This complements our C&I emphasis placed on the operating business entities and will continue. The regional economic environment affects the risk of both nonresidential and residential mortgages. Residential real estate (1–4 family) includes two categories of loans. Included in residential real estate are approximately $23,978,000 of C&I type loans secured by 1–4 family real estate. Primarily, these are small businesses with modest capital or shorter operating histories where the collateral mitigates some risk. This category of loans shares similar risk characteristics with the C&I loans, notwithstanding the collateral position. The other category of residential real estate loans is mostly 1–4 family residential properties located in the Bank’s market area. General underwriting criteria are largely the same as those used by Fannie Mae. The Bank utilizes mortgage insurance to provide lower down payment products and has provided a “First Time Homebuyer” product to encourage new home ownership. Residential real estate loan volume has increased and remains a core consumer product. The economic environment impacts the risks associated with this category. Home equity loans are extended as both first and second mortgages on owner-occupied residential properties in the Bank’s market area. Loans are underwritten to a maximum loan to property value of 75%. Bank officers evaluate the feasibility of construction projects based on independent appraisals of the project, architects’ or engineers’ evaluations of the cost of construction and other relevant data. As of December 31, 2015, the Company was obligated to advance a total of $11,589,000 to complete projects under construction. December 31, 2015 2012 2013 2014 2011 (dollars in thousands) The composition of nonperforming assets is as follows: Total nonperforming loans Other real estate owned Total nonperforming assets Accruing troubled debt restructured loans Loans past due 90 and still accruing Nonperforming loans as a percent of gross loans Nonperforming assets as a percent of total assets Residential real estate, multi-family The composition of impaired loans at December 31, is as follows: Home equity Commercial real estate Construction and land development Commercial and industrial Municipals Total impaired loans $ 2,336 — $ 2,336 $ 2,893 — 0.13 % 0.06 % 2015 $ 916 90 1,678 98 443 — $ 3,225 $ 4,146 — $ 4,146 $ 3,296 — 0.31 % 0.11 % 2014 $ 962 92 4,318 103 852 — $ 6,327 $ 2,549 — $ 2,549 $ 5,969 — 0.20 % 0.07 % 2013 $ 1,199 94 4,520 608 1,367 — $ 7,788 $ 4,471 — $ 4,471 $ 3,048 — 0.40 % 0.14 % $ 5,827 1,182 $ 7,009 $ 4,634 18 0.59 % 0.26 % 2012 $ 766 96 2,281 1,500 1,282 — $ 5,925 2011 $ 516 — 4,561 1,500 1,525 — $ 8,102 At December 31, 2015, 2014, 2013, 2012 and 2011, impaired loans had specific reserves of $250,000, $904,000, $1,019,000, $1,732,000 and $741,000 respectively. The Company was servicing mortgage loans sold to others without recourse of approximately $185,299,000, $143,696,000, $109,301,000, $26,786,000 and $18,196,000 at December 31, 2015, 2014, 2013, 2012, and 2011, respectively. The Company had no loans held for sale at December 31, 2015, December 31, 2014 and December 31, 2013, $9,378,000 at December 31, 2012, $3,389,000 at December 31, 2011. Servicing assets are recorded at fair value and recognized as separate assets when rights are acquired through sale of loans with servicing rights retained. Mortgage servicing assets (“MSA”) are amortized into non-interest income in proportion to, and over the period of, the estimated net servicing income. Upon sale, the mortgage servicing asset is established, which represents the then-current estimated fair value based on market prices for comparable mortgage servicing contracts, when available, or alternatively, is based on a valuation model that calculates the present value of estimated future net servicing income. The valuation model incorporates assumptions that market participants would use in estimating future net servicing income, such as the cost to service, the discount rate, an inflation rate, ancillary income, prepayment speeds and default rates and losses. Servicing rights are recorded in other assets and are amortized in proportion to, and over the period of estimated net servicing income and are assessed for impairment based on fair value at each reporting date. MSAs are reported in other assets in the consolidated balance sheets. MSAs totaled $1,305,000 at December 31, 2015, $941,000 at December 31, 2014, $703,000 for December 31, 2013, and $137,000 for December 31, 2012. 9 17495 CB_AR15_Financials_0216 cc15.indd 9 2/24/16 9:21 AM Management’s Discussion and Analysis of Results of Operations and Financial Condition Century Bancorp, Inc. AR ’15 Directors and officers of the Company and their associates are customers of, and have other transactions with, the Company in the normal course of business. All loans and commitments included in such transactions were made on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions with other persons and do not involve more than normal risk of collection or present other unfavorable features. Loans are placed on nonaccrual status when any payment of principal and/or interest is 90 days or more past due, unless the collateral is sufficient to cover both principal and interest and the loan is in the process of collection. The Company monitors closely the performance of its loan portfolio. In addition to internal loan review, the Company has contracted with an independent organization to review the Company’s commercial and commercial real estate loan portfolios. This independent review was performed in each of the past five years. The status of delinquent loans, as well as situations identified as potential problems, is reviewed on a regular basis by senior management and monthly by the Board of Directors of the Bank. Nonaccrual loans decreased during 2015 primarily due to the sale and partial charge-off of the property securing a large commercial real estate loan subsequent to foreclosure. Nonaccrual loans increased during 2014 primarily as a result of a large commercial real estate loan. Nonaccrual loans decreased during 2013 primarily as a result of a charge-off of a construction loan and a decrease in residential real estate nonperforming loans. Nonaccrual loans decreased during 2012, primarily as a result of a decrease in home equity and residential real estate nonperforming loans. The Company continues to monitor closely $11,203,000 and $14,558,000 at December 31, 2015 and 2014, respectively, of loans for which management has concerns regarding the ability of the borrowers to perform. The majority of the loans are secured by real estate and are considered to have adequate collateral value to cover the loan balances at December 31, 2015, although such values may fluctuate with changes in the economy and the real estate market. Allowance for Loan Losses The Company maintains an allowance for loan losses in an amount determined by management on the basis of the character of the loans, loan performance, financial Year Ended December 31, condition of borrowers, the value of collateral securing loans and other relevant factors. The following table summarizes the changes in the Company’s allowance for (dollars in thousands) loan losses for the years indicated. 2015 2013 2014 2012 2011 Year-end loans outstanding (net of unearned discount and deferred loan fees) $ 1,731,536 $ 1,331,366 $ 1,264,763 $ 1,111,788 $ 984,492 Average loans outstanding (net of unearned discount and deferred loan fees) $ 1,507,546 $ 1,307,888 $ 1,184,912 $ 1,036,296 $ 948,883 Balance of allowance for loan losses at the beginning of year Loans charged-off: Commercial and industrial Construction Commercial real estate Residential real estate Consumer Total loans charged-off Recovery of loans previously charged-off: Commercial and industrial Construction Real estate Consumer Total recoveries of loans previously charged-off: Net loan (recoveries) charge-offs Provision charged to operating expense $ 22,318 $ 20,941 $ 19,197 $ 16,574 $ 14,053 — 172 298 — 311 781 212 780 91 255 1,338 (557) 200 333 500 — 24 525 1,382 201 — 117 391 709 673 2,050 234 1,000 — — 579 1,813 389 — 31 427 847 966 2,710 1,253 — — 351 697 2,301 307 — 45 422 774 1,527 4,150 676 1,200 — 341 607 2,824 293 — 35 467 795 2,029 4,550 Balance at end of year $ 23,075 $ 22,318 $ 20,941 $ 19,197 $ 16,574 Ratio of net (recoveries) charge-offs during the year to average loans outstanding Ratio of allowance for loan losses to loans outstanding (0.04) % 1.33 % 0.05 % 1.68 % 0.08 % 1.66 % 0.15 % 1.73 % 0.21 % 1.68 % The amount of the allowance for loan losses results from management’s evaluation of the quality of the loan portfolio considering such factors as loan status, specific reserves on impaired loans, collateral values, financial condition of the borrower, the state of the economy and other relevant information. The pace of the charge-offs depends on many factors, including the national and regional economy. Cyclical lagging factors may result in charge-offs being higher than historical levels. Charge- offs declined in 2012, 2013, 2014, and 2015 as a result of the overall decrease in the level of nonaccrual loans. The dollar amount of the allowance for loan losses and the level of the allowance for loan losses to total loans increased primarily as a result of a lower level of charge-off activity combined with changes in the portfolio composition and related methodology enhancements to address these changes. During 2015 the Company received a large recovery of a loan previously charged-off. This was primarily attributable to net loan recoveries for 2015. 17495 CB_AR15_Financials_0216 cc15.indd 10 10 2/24/16 9:21 AM Management’s Discussion and Analysis of Results of Operations and Financial Condition Century Bancorp, Inc. AR ’15 During 2015, the Company enhanced its approach to the development of the historical loss factors and qualitative factors used on certain loan portfolios. The methodology enhancement was in response to the changes in the risk characteristics of the Company’s new loan originations, as the Company has continued to increase its exposure to larger loan originations to large institutions with strong credit quality. The Company has limited internal loss history experience with these types of loans, and has determined a more appropriate representation of loss expectation is to utilize external historical loss factors based on public credit ratings, as there is a great deal of default and loss data available on these types of loans from the credit rating agencies. As of June 30, 2015, the Company incorporated this information into the development of the historical loss rates for these loan types. The combination of the enhancements made to the allowance methodology to address the changing risk profile of the Company’s new loan originations and the increase in these loan types as a percentage of the overall portfolio, has resulted in a decrease in the ratio of allowance for loan losses to total loans. In addition, the Company monitors the outlook for the industries in which these institutions operate. Healthcare and higher education are the primary industries. The Company also monitors the volatility of the losses within the historical data. By combining the credit rating, the industry outlook and the loss volatility, the Company arrives at the quantitative loss factor for each credit grade. Credit ratings issued by national organizations were utilized as credit quality indicators as presented in the following table at December 31, 2015. Commercial and Industrial Municipal Commercial Real Estate Total (in thousands) Credit Rating: Aaa-Aa3 A1-A3 Baa1-Baa3 Ba2 Total $ 234,733 140,419 — — $ 63,865 7,400 8,890 4,480 $ 7,547 130,872 167,489 — $ 306,145 278,691 176,379 4,480 $ 375,152 $ 84,635 $ 305,908 $ 765,695 The allowance for loan losses is an estimate of the amount needed for an adequate reserve to absorb losses in the existing loan portfolio. This amount is determined by an evaluation of the loan portfolio, including input from an independent organization engaged to review selected larger loans, a review of loan experience and current 2014 economic conditions. Although the allowance is allocated between categories, the entire allowance is available to absorb losses attributable to all loan categories. At December 31 of each year listed below, the allowance is comprised of the following: 2015 2012 2013 2011 Percent of Loans in Each Category to Total Loans Percent of Loans in Each Category to Total Loans Percent of Loans in Each Category to Total Loans Percent of Loans in Each Category to Total Loans Percent of Loans in Each Category to Total Loans Amount Amount Amount Amount Amount (dollars in thousands) Construction and land development $ 2,041 1.6 % $ 1,592 1.7 % $ 2,174 2.6 % $ 3,041 3.5 % $ 2,893 5.7 % Commercial and industrial 5,899 26.1 4,757 11.2 2,617 Municipal Commercial real estate Residential real estate Consumer and other Home equity Unallocated Total 994 4.9 1,488 3.1 655 10,589 41.7 11,199 52.3 10,935 55.0 9,041 51.7 1,320 14.7 776 19.3 2,006 22.6 1,994 25.3 644 0.7 1,077 10.3 810 1.0 599 11.4 432 0.8 959 10.3 333 0.7 886 10.7 6.1 2.6 3,118 24 8.0 0.1 3,139 — 6,566 1,886 356 704 8.4 0.0 49.5 24.3 0.8 11.3 511 1,097 1,163 760 1,030 $ 23,075 100.0 % $ 22,318 100.0 % $ 20,941 100.0 % $ 19,197 100.0 % $ 16,574 100.0 % Management believes that the allowance for loan losses is adequate. In addition, various regulatory agencies, as part of the examination process, periodically review the Company’s allowance for loan losses. Such agencies may require the Company to recognize additions to the allowance based on their judgments about information available to them at the time of their examination. The enhancements described above have resulted in a lower level of unallocated allowance for loan losses. Further information regarding the allocation of the allowance is contained within Note 6 of the “Notes to Consolidated Financial Statements.” Deposits The Company offers savings accounts, NOW accounts, demand deposits, time deposits and money market accounts. Additionally, the Company offers cash management accounts which provide either automatic transfer of funds above a specified level from the customer’s checking account to a money market account or short-term borrowings. Also, an account reconciliation service is offered whereby the Company provides a report balancing the customer’s checking account. Interest rates on deposits are set twice per month by the Bank’s rate-setting committee, based on factors including loan demand, maturities and a review of competing interest rates offered. Interest rate policies are reviewed periodically by the Executive Management Committee. 11 17495 CB_AR15_Financials_0216 cc15.indd 11 2/24/16 9:21 AM Management’s Discussion and Analysis of Results of Operations and Financial Condition Century Bancorp, Inc. AR ’15 2015 2014 2013 Amount The following table sets forth the average balances of the Bank’s deposits for the periods indicated. (dollars in thousands) Percent Amount Amount Percent Percent Demand Deposits $ 518,161 17.2 % $ 481,035 16.8 % $ 441,193 16.6 % Savings and Interest Checking 1,139,449 37.8 % 1,096,303 38.2 % 1,037,320 38.9 % Money Market 951,197 31.5 % 920,485 32.1 % 800,052 30.0 % Time Certificates of Deposit 408,711 13.5 % 372,699 12.9 % 387,514 14.5 % Total $ 3,017,518 100.0 % $ 2,870,522 100.0 % $ 2,666,079 100.0 % 2015 2014 (dollars in thousands) Time Deposits of $100,000 or more as of December 31, are as follows: Three months or less Three months through six months Six months through twelve months Over twelve months $ 106,268 86,015 63,409 99,108 $ 66,690 50,150 30,320 111,808 Total $ 354,800 $ 258,968 Borrowings The Bank’s borrowings consisted primarily of Federal Home Loan Bank of Boston (“FHLBB”) borrowings collateralized by a blanket pledge agreement on the Bank’s FHLBB stock, certain qualified investment securities, deposits at the FHLBB and residential mortgages held in the Bank’s portfolios. The Bank’s borrowings from the FHLBB totaled $368,000,000, a decrease of $27,500,000 from the prior year. The Bank’s remaining term borrowing capacity at the FHLBB at December 31, 2015, was approximately $198,999,000. In addition, the Bank has a $14,500,000 line of credit with the FHLBB. See Note 12, “Other Borrowed Funds and Subordinated Debentures,” for a schedule, including related interest rates and other information. Subordinated Debentures In December 2004, the Company consummated the sale of a Trust Preferred Securities offering, in which it issued $36,083,000 of subordinated debt securities due 2034 to its newly formed unconsolidated subsidiary, Century Bancorp Capital Trust II. Century Bancorp Capital Trust II then issued 35,000 shares of Cumulative Trust Preferred Securities with a liquidation value of $1,000 per share. These securities paid dividends at an annualized rate of 6.65% for the first ten years and then converted to the three-month LIBOR rate plus 1.87% for the remaining 20 years. The Company is using the proceeds primarily for general business purposes. Securities Sold Under Agreements to Repurchase The Bank’s remaining borrowings consist primarily of securities sold under agreements to repurchase. Securities sold under agreements to repurchase totaled $197,850,000, a decrease of $14,510,000 from the prior year. See Note 11, “Securities Sold Under Agreements to Repurchase,” for a schedule, including related interest rates and other information. RESULTS OF OPERATIONS Net Interest Income The Company’s operating results depend primarily on net interest income and fees received for providing services. Net interest income on a fully taxable equivalent basis increased 6.3% in 2015 to $81,099,000, compared with $76,268,000 in 2014. The increase in net interest income for 2015 was mainly due to an 8.3% increase in the average balances of earning assets, combined with a similar increase in deposits. The increase in net interest income for 2014 was mainly due to an 8.5% increase in the average balances of earning assets, combined with a similar increase in deposits. The level of interest rates, the ability of the Company’s earning assets and liabilities to adjust to changes in interest rates and the mix of the Company’s earning assets and liabilities affect net interest income. The net interest margin on a fully taxable equivalent basis decreased to 2.18% in 2015 from 2.22% in 2014 and increased from 2.21% in 2013. The decrease in the net interest margin, for 2015, was primarily the result of a decrease in rates on earning assets. This is primarily as a result of originating larger loans to borrowers with high credit quality, some of which are at variable rates. The increase in the net interest margin, for 2014, was primarily the result of a decrease in rates paid on deposits and borrowed funds. The Company collected approximately $945,000, $693,000 and $491,000 respectively, of prepayment penalties, which are included in interest income on loans, for 2015, 2014, and 2013, respectively. Additional information about the net interest margin is contained in the “Overview” section of this report. Also, there can be no assurance that certain factors beyond its control, such as the prepayment of loans and changes in market interest rates, will continue to positively impact the net interest margin. Management believes that the current yield curve environment will continue to present challenges as deposit and borrowing costs may have the potential to increase at a faster rate than corresponding asset categories. 17495 CB_AR15_Financials_0216 cc15.indd 12 12 2/24/16 9:21 AM Management’s Discussion and Analysis of Results of Operations and Financial Condition Century Bancorp, Inc. AR ’15 Year Ended December 31, The following table sets forth the distribution of the Company’s average assets, liabilities and stockholders’ equity, and average rates earned or paid on a fully taxable equivalent basis for each of the years indicated. Average Balance Interest Income/ Expense(1) Interest Income/ Expense(1) Interest Income/ Expense(1) Rate Earned/ Paid(1) Rate Earned/ Paid(1) Rate Earned/ Paid(1) Average Balance Average Balance 2015 2014 2013 (dollars in thousands) ASSETS Interest-earning assets: Loans(2) Taxable Tax-exempt Securities available-for-sale:(3) Taxable Tax-exempt Securities held-to-maturity: Taxable Interest-bearing deposits in other banks $ 783,451 724,095 $ 32,136 30,862 4.10 % 4.26 $ 757,088 550,800 $ 32,198 27,798 4.25 % 5.05 $ 760,435 424,477 $ 33,214 24,918 4.37 % 5.87 334,249 120,389 2,558 853 0.77 0.71 445,656 55,272 2,883 428 0.65 0.77 951,757 46,226 13,083 434 1.37 0.94 1,603,530 34,388 2.14 1,499,995 31,745 2.12 812,448 16,615 2.05 157,765 436 0.28 129,472 352 0.27 174,264 485 0.28 Total interest-earning assets 3,723,479 $ 101,233 2.72 % 3,438,283 $ 95,404 2.77 % 3,169,607 $ 88,749 2.80 % Noninterest-earning assets Allowance for loan losses 191,700 (22,559) Total assets $ 3,892,620 166,792 (21,876) $ 3,583,199 167,000 (20,452) $ 3,316,155 LIABILITIES AND STOCKHOLDERS’ EQUITY Interest-bearing deposits: NOW accounts Savings accounts Money market accounts Time deposits $ 794,293 345,156 951,197 408,711 $ 1,798 1,019 3,038 4,887 0.23 % 0.30 0.32 1.20 $ 762,280 334,023 920,485 372,699 $ 1,677 862 2,715 4,421 0.22 % 0.26 0.29 1.19 $ 713,677 323,643 800,052 387,514 $ 1,673 912 2,472 4,777 0.23 % 0.28 0.31 1.23 Total interest-bearing deposits 2,499,357 10,742 0.43 2,389,487 9,675 0.40 2,224,886 9,834 0.44 Securities sold under agreements to repurchase Other borrowed funds and subordinated debentures 245,276 487 0.20 216,937 391 0.18 203,888 361 0.18 374,108 8,905 2.38 271,710 9,070 3.34 231,032 8,610 3.73 Total interest-bearing liabilities 3,118,741 $ 20,134 0.65 % 2,878,134 $ 19,136 0.66 % 2,659,806 $ 18,805 0.71 % Noninterest-bearing liabilities Demand deposits Other liabilities Total liabilities Stockholders’ equity Total liabilities and 518,161 51,247 3,688,149 204,471 stockholders’ equity $ 3,892,620 Net interest income on a fully taxable equivalent basis Less taxable equivalent adjustment Net interest income Net interest spread Net interest margin (1) 481,035 35,033 3,394,202 188,997 $ 3,583,199 441,193 42,017 3,143,016 173,139 $ 3,316,155 $ 81,099 (11,140) $ 69,959 $ 76,268 (10,033) $ 66,235 $ 69,944 (8,984) $ 60,960 2.07 % 2.18 % 2.11 % 2.22 % 2.09 % 2.21 % (2) (3) On a fully taxable equivalent basis calculated using a federal tax rate of 34%. Nonaccrual loans are included in average amounts outstanding. At amortized cost. 13 17495 CB_AR15_Financials_0216 cc15.indd 13 2/24/16 9:21 AM Management’s Discussion and Analysis of Results of Operations and Financial Condition Century Bancorp, Inc. AR ’15 The following table summarizes the year-to-year changes in the Company’s net interest income resulting from fluctuations in interest rates and volume changes in earning assets and interest-bearing liabilities. Changes due to rate are computed by multiplying the change in rate by the prior year’s volume. Changes due to volume Year Ended December 31, are computed by multiplying the change in volume by the prior year’s rate. Changes in volume and rate that cannot be separately identified have been allocated in proportion to the relationship of the absolute dollar amounts of each change. 2015 Compared with 2014 Increase/(Decrease) Due to Change in 2014 Compared with 2013 Increase/(Decrease) Due to Change in (dollars in thousands) Interest income: Loans Taxable Tax-exempt Securities available-for-sale: Taxable Tax-exempt Securities held-to-maturity: Taxable Interest-bearing deposits in other banks Total interest income Interest expense: Deposits: NOW accounts Savings accounts Money market accounts Time deposits Total interest-bearing deposits Securities sold under agreements to repurchase Other borrowed funds and subordinated debentures Total interest expense Change in net interest income Volume Rate Total Volume Rate Total $ 1,101 7,836 $ (1,163) (4,772) $ (62) 3,064 $ (146) 6,709 $ (870) (3,829) $ (1,016) 2,880 (797) 464 2,216 78 472 (39) 427 6 (325) 425 2,643 84 (5,112) 77 (5,088) (83) (10,200) (6) 14,531 (123) 599 (10) 15,130 (133) 10,898 (5,069) 5,829 15,936 (9,281) 6,655 72 30 93 430 625 54 2,861 3,540 49 127 230 36 121 157 323 466 442 42 (3,026) (2,542) 1,067 96 (165) 998 110 29 359 (179) 319 23 1,418 1,760 (106) (79) (116) (177) (478) 7 (958) (1,429) 4 (50) 243 (356) (159) 30 460 331 $ 7,358 $ (2,527) $ 4,831 $ 14,176 $ (7,852) $ 6,324 Average earning assets were $3,723,479,000 in 2015, an increase of $285,196,000 or 8.3% from the average in 2014, which was 8.5% higher than the average in 2013. Total average securities, including securities available-for-sale and securities held-to-maturity, were $2,058,168,000, an increase of 2.9% from the average in 2014. The increase in securities volume was mainly attributable to an increase in taxable securities. An increase in securities balances resulted in higher securities income, which increased 7.8% to $37,799,000 on a fully tax equivalent basis. Total average loans increased 15.3% to $1,507,546,000 after increasing $122,976,000 in 2014. The primary reason for the increase in loans was due in large part to an increase in tax-exempt lending as well as residential second mortgage lending. The increase in loan volume resulted in higher loan income. Loan income increased by 5.0% or $3,002,000 to $62,998,000. Total loan income was $58,132,000 in 2013. Prepayment penalties collected were $945,000, $693,000, and $491,000 for 2015, 2014, and 2013, respectively. The Company’s sources of funds include deposits and borrowed funds. On average, deposits increased 5.1%, or $146,996,000, in 2015 after increasing by 7.7%, or $204,443,000, in 2014. Deposits increased in 2015, primarily as a result of increases in demand deposits, savings, money market, NOW accounts, and time deposits. Deposits increased in 2014, primarily as a result of increases in demand deposits, savings, money market, and NOW accounts. Borrowed funds and subordinated debentures increased by 26.8% in 2015, following an increase of 12.4% in 2014. The majority of the Company’s borrowed funds are borrowings from the FHLBB and retail repurchase agreements. Average borrowings from the FHLBB increased by approximately $102,398,000, and average retail repurchase agreements increased by $28,339,000 in 2015. Interest expense totaled $20,134,000 in 2015, an increase of $998,000, or 5.2%, from 2014 when interest expense decreased 1.8% from 2013. The increase in interest expense, for 2015, is primarily due to increases in the average balances of deposits and borrowed funds. The increase in interest expense, for 2014, is primarily due to increases in the average balances of both borrowed funds and money market balances, this was offset, somewhat, by a decrease in rates paid on deposits and other borrowed funds. Provision for Loan Losses The provision for loan losses was $200,000 in 2015, compared with $2,050,000 in 2014 and $2,710,000 in 2013. These provisions are the result of management’s evaluation of the amounts and credit quality of the loan portfolio considering such factors as loan status, collateral values, financial condition of the borrower, the state of the economy and other relevant information. The provision for loan losses decreased during 2015, primarily as a result of changes in the portfolio composition, related methodology enhancements to address these changes, as well as net recoveries being realized during the year. The provision for loan losses decreased during 2014, primarily as a result of a lower level of charge-off activity, changes in the portfolio composition, and changes in qualitative economic and other risk factors. During the second quarter of 2015, the Company enhanced its approach to the development of the historical loss factors on certain loans within the portfolio. This was done in response to the changing risk profile of the Company’s new loan originations and related methodology enhancements to address these changes. 17495 CB_AR15_Financials_0216 cc15.indd 14 14 2/24/16 9:22 AM Management’s Discussion and Analysis of Results of Operations and Financial Condition Century Bancorp, Inc. AR ’15 The allowance for loan losses was $23,075,000 at December 31, 2015, compared with $22,318,000 at December 31, 2014. Expressed as a percentage of outstanding loans at year-end, the allowance was 1.33% in 2015 and 1.68% in 2014. The allowance for loan losses increased due to the increase in the size of the loan portfolio. The ratio of allowance for loan losses as a percentage of outstanding loans at year-end decreased as a result of a combination of the enhancements made to the allowance methodology to address the changing risk profile of the Company’s new loan originations and the increase in these loan types as a percentage of the overall portfolio. Nonperforming loans, which include all non-accruing loans, totaled $2,336,000 on December 31, 2015, compared with $4,146,000 on December 31, 2014. Nonperforming loans decreased primarily as a result of a decrease in commercial real estate nonperforming loans. Other Operating Income During 2015, the Company continued to experience strong results in its fee- based services, including fees derived from traditional banking activities such as deposit-related services, its automated lockbox collection system and full- service securities brokerage supported by LPL Financial, a full-service securities brokerage business. Under the lockbox program, which is not tied to extensions of credit by the Company, the Company’s customers arrange for payments of their accounts receivable to be made directly to the Company. The Company records the amounts paid to its customers, deposits the funds to the customer’s account and provides automated records of the transactions to customers. Typical customers for the lockbox service are municipalities that use it to automate tax collections, cable TV companies and other commercial enterprises. Through a program called Investment Services at Century Bank, the Bank provides full-service securities brokerage services supported by LPL Financial, a full-service securities brokerage business. Registered representatives employed by Century Bank offer limited investment advice, execute transactions and assist customers in financial and retirement planning. LPL Financial provides research to the Bank’s representatives. The Bank receives a share in the commission revenues. Total other operating income in 2015 was $15,993,000, an increase of $722,000, or 4.7%, compared to 2014. This increase followed a decrease of $3,344,000, or 18.0%, in 2014, compared to 2013. Included in other operating income are net gains on sales of securities of $594,000, $450,000 and $3,019,000 in 2015, 2014 and 2013, respectively. Also included in other operating income are net gains on sales of mortgage loans of $1,034,000, $757,000 and $1,564,000 in 2015, 2014 and 2013, respectively. Service charge income, which continues to be a major source of other operating income, totaling $7,732,000 in 2015, decreased $331,000 compared to 2014. This followed a decrease of $50,000 in 2014 compared to 2013. The decrease in fees, in 2015, was mainly attributable to a decrease in overdraft fees and fees collected from processing activities; this was offset somewhat by an increase in debit card fees. The decrease in fees, in 2014, was mainly attributable to a decrease in overdraft fees offset, somewhat, by an increase in fees collected from processing activities as well as an increase in debit card fees. Lockbox revenues totaled $3,211,000, up $112,000 in 2015 following an increase of $20,000 in 2014. Other income totaled $3,042,000, up $442,000 in 2015 following an increase of $17,000 in 2014. The increase in 2015 was primarily the result of increases merchant and charge card sales royalties. Operating Expenses Total operating expenses were $62,198,000 in 2015, compared to $56,730,000 in 2014 and $55,812,000 in 2013. 15 Salaries and employee benefits expenses increased by $3,500,000 or 10.0% in 2015, after decreasing by 0.4% in 2014. The increase in 2015 was mainly attributable to increases in staff levels, merit increases in salaries, pension costs and health insurance costs. The decrease in 2014 was mainly attributable to decreases in pension costs, mostly offset by increases in staff levels and merit increases in salaries. Occupancy expense increased by $613,000, or 11.1%, in 2015, following an increase of $503,000, or 10.1%, in 2014. The increase in 2015 and 2014 was primarily attributable to an increase in rent expense, depreciation expense and building maintenance associated with branch expansion. Equipment expense increased by $297,000, or 12.8%, in 2015, following an increase of $31,000, or 1.3%, in 2014. The increase in 2015 and 2014 was primarily attributable to an increase depreciation expense associated with branch expansion. FDIC assessments increased by $182,000, or 9.2%, in 2015, following an increase of $180,000, or 10.1%, in 2014. FDIC assessments increased in 2015 and 2014 mainly as a result of deposit growth. Other operating expenses increased by $876,000 in 2015, which followed a $352,000 increase in 2014. The increase in 2015 was primarily attributable to an increase in bank security, software maintenance costs, and legal expenses. The increase in 2014 was primarily attributable to an increase in debit card losses, consultants expense, and software maintenance fees. Provision for Income Taxes Income tax expense was $533,000 in 2015, $866,000 in 2014, and $1,007,000 in 2013. The effective tax rate was 2.3% in 2015, 3.8% in 2014 and 4.8% in 2013. The decrease in the effective tax rate for 2015 and 2014 was mainly attributable to an increase in tax-exempt interest income as a percentage of taxable income offset slightly by a decrease in tax credits. The federal tax rate was 34% in 2015, 2014 and 2013. Market Risk and Asset Liability Management Market risk is the risk of loss from adverse changes in market prices and rates. The Company’s market risk arises primarily from interest rate risk inherent in its lending and deposit-taking activities. To that end, management actively monitors and manages its interest rate risk exposure. The Company’s profitability is affected by fluctuations in interest rates. A sudden and substantial change in interest rates may adversely impact the Company’s earnings to the extent that the interest rates borne by assets and liabilities do not change at the same speed, to the same extent or on the same basis. The Company monitors the impact of changes in interest rates on its net interest income using several tools. One measure of the Company’s exposure to differential changes in interest rates between assets and liabilities is an interest rate risk management test. This test measures the impact on net interest income of an immediate change in interest rates in 100-basis point increments as set forth in the following table: Change in Interest Rates (in Basis Points) Percentage Change in Net Interest Income(1) +400 +300 +200 +100 –100 –200 (4.0) (2.9) (2.2) (0.8) 1.1 0.4 (1) The percentage change in this column represents net interest income for 12 months in various rate scenarios versus the net interest income in a stable interest rate environment. 17495 CB_AR15_Financials_0216 cc15.indd 15 2/24/16 9:22 AM Management’s Discussion and Analysis of Results of Operations and Financial Condition Century Bancorp, Inc. AR ’15 The Company’s primary objective in managing interest rate risk is to minimize the adverse impact of changes in interest rates on the Company’s net interest income and capital, while structuring the Company’s asset-liability structure to obtain the maximum yield-cost spread on that structure. The Company relies primarily on its asset-liability structure to control interest rate risk. Liquidity and Capital Resources Liquidity is provided by maintaining an adequate level of liquid assets that include cash and due from banks, federal funds sold and other temporary investments. Liquid assets totaled $223,957,000 on December 31, 2015, compared with $307,489,000 on December 31, 2014. In each of these two years, deposit and borrowing activity has generally been adequate to support asset activity. The sources of funds for dividends paid by the Company are dividends received from the Bank and liquid funds held by the Company. The Company and the Bank are regulated enterprises and their abilities to pay dividends are subject to regulatory review and restriction. Certain regulatory and statutory restrictions exist regarding dividends, loans and advances from the Bank to the Company. Generally, the Bank has the ability to pay dividends to the Company subject to minimum regulatory capital requirements. Capital Adequacy Total stockholders’ equity was $214,544,000 at December 31, 2015, compared with $192,500,000 at December 31, 2014. The Company’s equity increased primarily as a result of earnings and a decrease on other comprehensive loss, net of taxes, offset somewhat by dividends paid. Other comprehensive loss, net of taxes, decreased primarily as a result of a decrease in unrealized losses on securities transferred from available-for-sale to held-to-maturity. Federal banking regulators have issued risk-based capital guidelines, which assign risk factors to asset categories and off-balance-sheet items. The following table reflects capital ratios computed utilizing the recently implemented Basel III regulatory capital framework: Leverage ratios Common equity tier 1 risk weighted capital ratios Tier 1 risk weighted capital ratios Total risk weighted capital ratios 6.48 % 11.04 % 11.04 % 12.03 % 6.79 % 10.04 % 11.55 % 12.54 % 4.00 % 4.50 % 6.00 % 8.00 % Company Bank Minimum Capital Ratios Contractual Obligations, Commitments, and Contingencies Contractual Obligations and Commitments by Maturity The Company has entered into contractual obligations and commitments. The following tables summarize the Company’s contractual cash obligations and other (dollars in thousands) commitments at December 31, 2015. Payments Due—By Period CONTRACTUAL OBLIGATIONS FHLBB advances Subordinated debentures Retirement benefit obligations Lease obligations Customer repurchase agreements Total contractual cash obligations OTHER COMMITMENTS Lines of credit Standby and commercial letters of credit Other commitments Total commitments Total $ 368,000 36,083 37,758 12,378 197,850 $ 652,069 Total $ 320,874 4,936 58,944 $ 384,754 Less Than One Year $ 100,000 — 2,883 2,508 197,850 $ 303,241 One to Three Years $ 112,000 — 6,775 3,879 — $ 122,654 Amount of Commitment Expiring—By Period Less Than One Year $ 56,934 4,295 6,885 $ 68,114 One to Three Years $ 103,189 158 2,226 $ 105,573 Three to Five Years $ 91,000 — 6,987 3,082 — $ 101,069 Three to Five Years $ 3,735 47 169 $ 3,951 After Five Years $ 65,000 36,083 21,113 2,909 — $ 125,105 After Five Years $ 157,016 436 49,664 $ 207,116 17495 CB_AR15_Financials_0216 cc15.indd 16 16 2/24/16 9:22 AM Management’s Discussion and Analysis of Results of Operations and Financial Condition Century Bancorp, Inc. AR ’15 Financial Instruments with Off-Balance-Sheet Risk The Company is party to financial instruments with off-balance-sheet risk in the normal course of business to meet the financing needs of its customers. These financial instruments primarily include commitments to originate and sell loans, standby letters of credit, unused lines of credit and unadvanced portions of construction loans. The instruments involve, to varying degrees, elements of credit and interest rate risk in excess of the amount recognized in the consolidated balance sheet. The contract or notional amounts of those instruments reflect the extent of involvement the Company has in these particular classes of financial instruments. The Company’s exposure to credit loss in the event of nonperformance by the other party to the financial instrument for loan commitments, standby letters of credit and unadvanced portions of construction loans is represented by the contractual amount of those instruments. The Company uses the same credit policies in making commitments and conditional obligations as it does for on- 2014 Contract or Notional Amount balance-sheet instruments. Financial instruments with off-balance-sheet risk at (dollars in thousands) December 31 are as follows: Financial instruments whose contract amount 2015 represents credit risk: Commitments to originate 1–4 family mortgages Standby and commercial letters of credit Unused lines of credit Unadvanced portions of construction loans Unadvanced portions of other loans $ 5,638 4,936 320,874 11,589 41,717 $ 3,215 8,057 298,279 3,035 17,186 Commitments to originate loans, unadvanced portions of construction loans and unused letters of credit are generally agreements to lend to a customer, provided there is no violation 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 many of the commitments are expected to expire without being drawn upon, the total commitment amounts do not necessarily represent future cash requirements. The Company evaluates each customer’s creditworthiness on a case-by-case basis. The amount of collateral obtained, if deemed necessary by the Company upon extension of credit, is based on management’s credit evaluation of the borrower. Standby letters of credit are conditional commitments issued by the Company to guarantee the performance by a customer to a third party. The credit risk involved in issuing letters of credit is essentially the same as that involved in extending loan facilities to customers. The fair value of standby letters of credit was $51,000 and $62,000 for 2015 and 2014, respectively. Recent Accounting Developments See Note 1 to the Notes to Consolidated Financial Statements for details of recent accounting developments and their expected impact on the Company’s financial statements. 17 17495 CB_AR15_Financials_0216 cc15.indd 17 2/24/16 9:22 AM December 31, (dollars in thousands except share data) ASSETS Cash and due from banks (Note 2) Federal funds sold and interest-bearing deposits in other banks Total cash and cash equivalents Short-term investments Securities available-for-sale, amortized cost $404,977 in 2015 and $448,210 in 2014 (Notes 3, 9 and 11) Securities held-to-maturity, fair value $1,438,960 in 2015 and $1,413,603 in 2014 (Notes 4 and 11) Federal Home Loan Bank of Boston, stock at cost Loans, net (Note 5) Less: allowance for loan losses (Note 6) Net loans Bank premises and equipment (Note 7) Accrued interest receivable Other assets (Notes 5, 8 and 16) Total assets LIABILITIES AND STOCKHOLDERS’ EQUITY Demand deposits Savings and NOW deposits Money market accounts Time deposits (Note 10) Total deposits Securities sold under agreements to repurchase (Note 11) Other borrowed funds (Note 12) Subordinated debentures (Note 12) Other liabilities Total liabilities Commitments and contingencies (Notes 7, 18 and 19) Stockholders’ equity (Note 15): Preferred Stock – $1.00 par value; 100,000 shares authorized; no shares issued and outstanding Common stock, Class A, $1.00 par value per share; authorized 10,000,000 shares; issued 3,600,729 shares in 2015 and 2014 Common stock, Class B, $1.00 par value per share; authorized 5,000,000 shares; issued 1,967,180 shares in 2015 and 2014 Additional paid-in capital Retained earnings Unrealized gains (losses) on securities available-for-sale, net of taxes Unrealized losses on securities transferred to held-to-maturity, net of taxes Pension liability, net of taxes Total accumulated other comprehensive loss, net of taxes (Notes 3, 13 and 15) Total stockholders’ equity Total liabilities and stockholders’ equity See accompanying “Notes to Consolidated Financial Statements.” Consolidated Balance Sheets 2015 Century Bancorp, Inc. AR ’15 2014 $ 52,877 167,847 220,724 3,233 $ 43,367 261,990 305,357 2,131 404,623 448,390 1,438,903 28,807 1,731,536 23,075 1,708,461 24,106 8,002 110,582 $ 3,947,441 $ 541,955 1,070,585 989,094 473,426 3,075,060 197,850 368,000 36,083 55,904 1,406,792 24,916 1,331,366 22,318 1,309,048 24,182 6,241 96,979 $ 3,624,036 $ 484,928 978,619 890,899 383,145 2,737,591 212,360 395,500 36,083 50,002 3,732,897 3,431,536 — — 3,601 3,601 1,967 12,292 221,232 239,092 (246) (6,896) (17,406) (24,548) 214,544 1,967 12,292 200,411 218,271 77 (10,479) (15,369) (25,771) 192,500 $ 3,947,441 $ 3,624,036 17495 CB_AR15_Financials_0216 cc15.indd 18 18 2/24/16 9:22 AM Consolidated Statements of Income Century Bancorp, Inc. AR ’15 Year Ended December 31, (dollars in thousands except share data) INTEREST INCOME Loans, taxable Loans, non-taxable Securities available-for-sale, taxable Securities available-for-sale, non-taxable Federal Home Loan Bank of Boston dividends Securities held-to-maturity Federal funds sold, interest-bearing deposits in other banks and short-term investments Total interest income INTEREST EXPENSE Savings and NOW deposits Money market accounts Time deposits Securities sold under agreements to repurchase Other borrowed funds and subordinated debentures Total interest expense Net interest income Provision for loan losses (Note 6) Net interest income after provision for loan losses OTHER OPERATING INCOME Service charges on deposit accounts Lockbox fees Brokerage commissions Net gains on sales of securities Gains on sales of mortgage loans Other income Total other operating income OPERATING EXPENSES Salaries and employee benefits (Note 17) Occupancy Equipment FDIC assessments Other (Note 20) Total operating expenses Income before income taxes Provision for income taxes (Note 16) Net income SHARE DATA (Note 14) Weighted average number of shares outstanding, basic Class A Class B Weighted average number of shares outstanding, diluted Class A Class B Basic earnings per share Class A Class B Diluted earnings per share Class A Class B See accompanying “Notes to Consolidated Financial Statements.” 19 2015 2014 2013 $ 32,136 $ 32,198 $ 33,214 19,992 1,900 583 658 34,388 436 90,093 2,817 3,038 4,887 487 8,905 20,134 69,959 200 69,759 7,732 3,211 380 594 1,034 3,042 15,993 38,596 6,116 2,626 2,152 12,708 62,198 23,554 533 17,910 2,601 282 283 31,745 352 85,371 2,539 2,715 4,421 391 9,070 19,136 66,235 2,050 64,185 8,063 3,099 302 450 757 2,600 15,271 35,096 5,503 2,329 1,970 11,832 56,730 22,726 866 16,082 13,024 286 59 16,615 485 79,765 2,585 2,472 4,777 361 8,610 18,805 60,960 2,710 58,250 8,113 3,079 257 3,019 1,564 2,583 18,615 35,244 5,000 2,298 1,790 11,480 55,812 21,053 1,007 $ 23,021 $ 21,860 $ 20,046 3,600,729 1,967,180 5,567,909 1,967,180 $ $ $ $ 5.02 2.51 4.13 2.51 3,591,732 1,969,030 5,562,209 1,969,030 $ $ $ $ 4.78 2.39 3.93 2.39 3,575,683 1,980,855 5,557,693 1,980,855 $ $ $ $ 4.39 2.19 3.61 2.19 17495 CB_AR15_Financials_0216 cc15.indd 19 2/24/16 9:22 AM Year Ended December 31, (dollars in thousands) NET INCOME Other comprehensive income (loss), net of tax: Unrealized gains (losses) on securities: Unrealized holding gains (losses) arising during period Less: reclassification adjustment for gains included in net income Total unrealized gains (losses) on securities Accretion of net unrealized losses transferred during period Defined benefit pension plans: Pension liability adjustment: Net (loss) gain Amortization of prior service cost and loss included in net periodic benefit cost Total pension liability adjustment Other comprehensive (loss) income Comprehensive income (loss) See accompanying “Notes to Consolidated Financial Statements.” Consolidated Statements of Comprehensive Income 2015 2014 Century Bancorp, Inc. AR ’15 2013 $ 23,021 $ 21,860 $ 20,046 38 (361) (323) 3,583 (2,890) 853 (2,037) 1,223 1,401 (279) 1,122 3,188 (8,544) 226 (8,318) (4,008) $ 24,244 $ 17,852 (27,088) (1,840) (28,928) 1,886 4,932 694 5,626 (21,416) $ (1,370) 17495 CB_AR15_Financials_0216 cc15.indd 20 20 2/24/16 9:22 AM Consolidated Statements of Changes in Stockholders’ Equity Century Bancorp, Inc. AR ’15 Class A Common Stock Class B Common Stock Additional Paid-in Capital Accumulated Other Total Retained Comprehensive Stockholders’ Earnings Equity Loss (dollars in thousands except share data) BALANCE, DECEMBER 31, 2012 $ 3,568 $ 1,986 $ 11,891 $ 162,892 $ (347) $ 179,990 Net income Other comprehensive income, net of tax: Unrealized holding losses arising during period, net of $8,527 in taxes and $3,019 in realized net gains Unrealized losses on securities transferred to held-to-maturity, net of $9,781 in taxes Accretion of net unrealized losses transferred during the period, net of $1,191 in taxes Pension liability adjustment, net of $3,741 in taxes Conversion of Class B Common Stock to Class A Common Stock, 10,700 shares Stock options exercised, 1,625 shares Cash dividends, Class A Common Stock, $0.48 per share Cash dividends, Class B Common Stock, $0.24 per share — — — — — 10 2 — — — — — — — (10) — — — — 20,046 — 20,046 — — — — — 41 — — — (13,375) (13,375) — (15,553) (15,553) — — 1,886 5,626 — — (1,716) (475) — — — — 1,886 5,626 — 43 (1,716) (475) BALANCE, DECEMBER 31, 2013 $ 3,580 $ 1,976 $ 11,932 $ 180,747 $ (21,763) $ 176,472 Net income Other comprehensive income, net of tax: Unrealized holding gains arising during period, net of $756 in taxes and $450 in realized net gains Accretion of net unrealized losses transferred during the period, net of $2,004 in taxes Pension liability adjustment, net of $5,532 in taxes Conversion of Class B Common Stock to Class A Common Stock, 9,000 shares Stock options exercised, 11,325 shares Cashless stock options exercised, 7,700 shares Cash dividends, Class A Common Stock, $0.48 per share Cash dividends, Class B Common Stock, $0.24 per share — — — — 9 12 — — — — — — — (9) — — — — — 21,860 — 21,860 — — — — 349 11 — — — — — — — — (1,723) (473) 1,122 1,122 3,188 (8,318) — — — — — 3,188 (8,318) — 361 11 (1,723) (473) BALANCE, DECEMBER 31, 2014 $ 3,601 $ 1,967 $ 12,292 $ 200,411 $ (25,771) $ 192,500 Net income Other comprehensive income, net of tax: Unrealized holding gains arising during period, net of $211 in taxes and $594 in realized net gains Accretion of net unrealized losses transferred during the period, net of $1,919 in taxes Pension liability adjustment, net of $1,357 in taxes Cash dividends, Class A Common Stock, $0.48 per share Cash dividends, Class B Common Stock, $0.24 per share — — — — — — — — — — — — — 23,021 — 23,021 — — — — — — (323) (323) — — (1,728) (472) 3,583 (2,037) — — 3,583 (2,037) (1,728) (472) BALANCE, DECEMBER 31, 2015 $ 3,601 $ 1,967 $ 12,292 $ 221,232 $ (24,548) $ 214,544 See accompanying “Notes to Consolidated Financial Statements.” 21 17495 CB_AR15_Financials_0216 cc15.indd 21 2/24/16 9:22 AM Year Ended December 31, (dollars in thousands) CASH FLOWS FROM OPERATING ACTIVITIES: Net income Adjustments to reconcile net income to net cash provided by operating activities: Gain on sales of portfolio loans Gain on sale of fixed assets Net gains on sales of securities Provision for loan losses Deferred tax benefit Net depreciation and amortization (Increase) decrease in accrued interest receivable Decrease in prepaid FDIC assessments Gain on sales of other real estate owned Increase in other assets Increase in other liabilities Net cash provided by operating activities CASH FLOWS FROM INVESTING ACTIVITIES: Proceeds from maturities of short-term investments Purchase of short-term investments Proceeds from redemptions of Federal Home Loan Bank of Boston stock Purchase of Federal Home Loan Bank of Boston stock Proceeds from calls/maturities of securities available-for-sale Proceeds from sales of securities available-for-sale Purchase of securities available-for-sale Proceeds from calls/maturities of securities held-to-maturity Proceeds from sales of securities held-to-maturity Purchase of securities held-to-maturity Proceeds from sales of portfolio loans Net increase in loans Proceeds from sales of other real estate owned Proceeds from sales of fixed assets Capital expenditures Net cash provided by (used in) investing activities CASH FLOWS FROM FINANCING ACTIVITIES: Net increase (decrease) in time deposit accounts Net increase in demand, savings, money market and NOW deposits Net proceeds from the exercise of stock options Cash dividends Net (decrease) increase in securities sold under agreements to repurchase Net increase (decrease) in other borrowed funds Net cash provided by financing activities Net increase (decrease) in cash and cash equivalents Cash and cash equivalents at beginning of year Cash and cash equivalents at end of year SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION: Cash paid during the year for: Interest Income taxes Change in unrealized gains on securities available-for-sale, net of taxes Change in unrealized losses on securities transferred to held-to-maturity, net of taxes Pension liability adjustment, net of taxes Transfer of loans to other real estate owned Transfer of securities available-for-sale to held-to-maturity See accompanying “Notes to Consolidated Financial Statements.” Consolidated Statements of Cash Flows 2015 2014 Century Bancorp, Inc. AR ’15 2013 $ 23,021 $ 21,860 $ 20,046 (1,034) — (594) 200 (3,259) 3,296 (1,761) — (57) (10,862) 2,103 11,053 — (1,102) 891 (4,782) 206,109 47,853 (210,302) 414,786 3,698 (444,969) 66,600 (467,048) 1,973 — (2,652) (388,945) 90,281 247,188 — (2,200) (14,510) (27,500) 293,259 (84,633) 305,357 $ 220,724 $ $ 19,979 4,300 323 3,583 (2,037) 1,916 — (757) (5) (450) 2,050 (3,613) 2,937 298 — (60) (2,849) 2,976 22,387 4,617 (2,131) 680 (7,524) 153,832 40,285 (176,224) 267,486 — (181,411) 44,501 (111,528) 615 5 (3,104) 30,099 921 20,831 361 (2,196) (2,080) 140,356 158,193 210,679 94,678 $ 305,357 $ $ 19,168 4,493 1,122 3,188 (8,318) 555 — (1,564) (1) (3,019) 2,710 (2,929) 5,358 (728) 2,773 — (5,693) 4,043 20,996 22,367 (9,617) 284 (3,210) 256,420 224,045 (543,072) 121,121 — (344,455) 93,337 (245,670) — 1 (1,820) (430,269) (37,759) 308,525 43 (2,191) 23,050 60,000 351,668 (57,605) 152,283 $ 94,678 $ 18,812 4,008 $ (13,375) (13,667) 5,626 — 987,037 17495 CB_AR15_Financials_0216 cc15.indd 22 22 2/24/16 9:22 AM Notes to Consolidated Financial Statements Century Bancorp, Inc. AR ’15 1. Summary of Significant Accounting Policies BASIS OF FINANCIAL STATEMENT PRESENTATION The consolidated financial statements include the accounts of Century Bancorp, Inc. (the “Company”) and its wholly owned subsidiary, Century Bank and Trust Company (the “Bank”). The consolidated financial statements also include the accounts of the Bank’s wholly owned subsidiaries, Century Subsidiary Investments, Inc. (“CSII”), Century Subsidiary Investments, Inc. II (“CSII II”), Century Subsidiary Investments, Inc. III (“CSII III”) and Century Financial Services Inc. (“CFSI”). CSII, CSII II, and CSII III are engaged in buying, selling and holding investment securities. CFSI has the power to engage in financial agency, securities brokerage, and investment and financial advisory services and related securities credit. The Company also owns 100% of Century Bancorp Capital Trust II (“CBCT II”). The entity is an unconsolidated subsidiary of the Company. All significant intercompany accounts and transactions have been eliminated in consolidation. The Company provides a full range of banking services to individual, business and municipal customers in Massachusetts, New Hampshire, Rhode Island, Connecticut and New York. As a bank holding company, the Company is subject to the regulation and supervision of the Federal Reserve Board. The Bank, a state chartered financial institution, is subject to supervision and regulation by applicable state and federal banking agencies, including the Federal Reserve Board, the Federal Deposit Insurance Corporation (the “FDIC”) and the Commonwealth of Massachusetts Commissioner of Banks. The Bank is also subject to various requirements and restrictions under federal and state law, including requirements to maintain reserves against deposits, restrictions on the types and amounts of loans that may be granted and the interest that may be charged thereon, and limitations on the types of investments that may be made and the types of services that may be offered. Various consumer laws and regulations also affect the operations of the Bank. In addition to the impact of regulation, commercial banks are affected significantly by the actions of the Federal Reserve Board as it attempts to control the money supply and credit availability in order to influence the economy. All aspects of the Company’s business are highly competitive. The Company faces aggressive competition from other lending institutions and from numerous other providers of financial services. The Company has one reportable operating segment. The financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America and general practices within 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. Material estimates that are susceptible to change in the near term relate to the allowance for loan losses. Management believes that the allowance for loan losses is adequate based on a review of factors, including historical charge- off rates with additional allocations based on qualitative risk factors for each category and general economic factors. While management uses available information to recognize loan losses, future additions to the allowance for loan losses may be necessary based on changes in economic conditions. In addition, regulatory agencies periodically review the Company’s allowance for loan losses. Such agencies may require the Company to recognize additions to the allowance for loan losses based on their judgments about information available to them at the time of their examination. Certain reclassifications are made to prior-year amounts whenever necessary to conform with the current-year presentation. FAIR VALUE MEASUREMENTS The Company follows FASB ASC 820-10, Fair Value Measurements and Disclosures (formerly SFAS 157, “Fair Value Measurements”), which among other things, requires enhanced disclosures about assets and liabilities carried at fair value. ASC 820-10 establishes a hierarchal disclosure framework associated with the level of pricing observability utilized in measuring financial instruments at fair value. The three broad levels of the hierarchy are as follows: 23 Level I — Quoted prices are available in active markets for identical assets or liabilities as of the reported date. The type of financial instruments included in Level I are highly liquid cash instruments with quoted prices, such as G-7 government, agency securities, listed equities and money market securities, as well as listed derivative instruments. Level II — Pricing inputs are other than quoted prices in active markets, which are either directly or indirectly observable as of the reported date. The nature of these financial instruments includes cash instruments for which quoted prices are available but traded less frequently, derivative instruments whose fair value has been derived using a model where inputs to the model are directly observable in the market or can be derived principally from or corroborated by observable market data, and instruments that are fair valued using other financial instruments, the parameters of which can be directly observed. Instruments that are generally included in this category are corporate bonds and loans, mortgage whole loans, municipal bonds and over the counter (“OTC”) derivatives. Level III — These instruments have little to no pricing observability as of the reported date. These financial instruments do not have two-way markets and are measured using management’s best estimate of fair value, where the inputs into the determination of fair value require significant management judgment or estimation. Instruments that are included in this category generally include certain commercial mortgage loans, certain private equity investments, distressed debt, and noninvestment grade residual interests in securitizations as well as certain highly structured OTC derivative contracts. CASH AND CASH EQUIVALENTS For purposes of reporting cash flows, cash equivalents include highly liquid assets with an original maturity of three months or less. Highly liquid assets include cash and due from banks, federal funds sold and certificates of deposit. SHORT-TERM INVESTMENTS As of December 31, 2015 and 2014, short-term investments include highly liquid certificates of deposit with original maturities of more than 90 days but less than one year. INVESTMENT SECURITIES Debt securities that the Company has the positive intent and ability to hold to maturity are classified as held-to-maturity and reported at amortized cost; debt and equity securities that are bought and held principally for the purpose of selling are classified as trading and reported at fair value, with unrealized gains and losses included in earnings; and debt and equity securities not classified as either held-to-maturity or trading are classified as available-for-sale and reported at fair value, with unrealized gains and losses excluded from earnings and reported as a separate component of stockholders’ equity, net of estimated related income taxes. The Company has no securities held for trading. Premiums and discounts on investment securities are amortized or accreted into income by use of the level-yield method. Gains and losses on the sale of investment securities are recognized on the trade date on a specific identification basis. Management also considers the Company’s capital adequacy, interest-rate risk, liquidity and business plans in assessing whether it is more likely than not that the Company will sell or be required to sell the investment securities before recovery. If the Company determines that a decline in fair value is OTTI and that it is more likely than not that the Company will not sell or be required to sell the investment security before recovery of its amortized cost, the credit portion of the impairment loss is recognized in the Company’s consolidated statement of income and the noncredit portion is recognized in accumulated other comprehensive income. The credit portion of the OTTI impairment represents the difference between the amortized cost and the present value of the expected future cash flows of the investment security. If the Company determines that a decline in fair value is OTTI and it is more likely than not that it will sell or 17495 CB_AR15_Financials_0216 cc15.indd 23 2/24/16 9:22 AM be required to sell the investment security before recovery of its amortized cost, the entire difference between the amortized cost and the fair value of the security will be recognized in the Company’s consolidated statement of income. The transfer of a security between categories of investments shall be accounted for at fair value. For a debt security transferred into the held-to-maturity category from the available-for-sale category, the unrealized holding gain or loss at the date of the transfer shall continue to be reported in a separate component of shareholders’ equity but shall be amortized over the remaining life of the security as an adjustment of yield in a manner consistent with the amortization of any premium or discount. The amortization of an unrealized holding gain or loss reported in equity will offset or mitigate the effect on interest income of the amortization of the premium or discount for that held- to-maturity security. The sale of a security held-to-maturity may occur after a substantial portion (at least 85%) of the principal outstanding at acquisition due either to prepayments on the debt security or to scheduled payments on a debt security payable in equal installments over its term. For variable rate securities, the scheduled payments need not be equal. FEDERAL HOME LOAN BANK STOCK The Bank, as a member of the Federal Home Loan Bank of Boston (“FHLBB”), is required to maintain an investment in capital stock of the FHLBB. Based on redemption provisions, the stock has no quoted market value and is carried at cost. At its discretion, the FHLBB may declare dividends on the stock. The Company reviews for impairment based on the ultimate recoverability of the cost basis of the stock. As of December 31, 2015, no impairment has been recognized. LOANS HELD FOR SALE Loans originated and intended for sale in the secondary market are carried at the lower of cost or estimated fair value in the aggregate. Net unrealized losses, if any, are recognized through a valuation allowance by charges to income. LOANS Interest on loans is recognized based on the daily principal amount outstanding. Accrual of interest is discontinued when loans become ninety days delinquent unless the collateral is sufficient to cover both principal and interest and the loan is in the process of collection. Past-due status is based on contractual terms of the loan. Loans, including impaired loans, on which the accrual of interest has been discontinued, are designated nonaccrual loans. When a loan is placed on nonaccrual, all income that has been accrued but remains unpaid is reversed against current period income, and all amortization of deferred loan costs and fees is discontinued. Nonaccrual loans may be returned to an accrual status when principal and interest payments are not delinquent or the risk characteristics of the loan have improved to the extent that there no longer exists a concern as to the collectibility of principal and interest. Income received on nonaccrual loans is either recorded in income or applied to the principal balance of the loan, depending on management’s evaluation as to the collectibility of principal. Loan origination fees and related direct loan origination costs are offset, and the resulting net amount is deferred and amortized over the life of the related loans using the level-yield method. Prepayments are not initially considered when amortizing premiums and discounts. The Bank measures impairment for impaired loans at either the fair value of the loan, the present value of the expected future cash flows discounted at the loan’s effective interest rate or the fair value of the collateral if the loan is collateral dependent. This method applies to all loans, uncollateralized as well as collateralized, except large groups of smaller-balance homogeneous loans such as residential real estate and consumer loans that are collectively evaluated for impairment and loans that are measured at fair value. For collateral dependent loans, the amount of the recorded investment in a loan that exceeds the fair value of the collateral is charged-off against the allowance for loan losses in Notes to Consolidated Financial Statements Century Bancorp, Inc. AR ’15 lieu of an allocation of a specific allowance when such an amount has been identified definitively as uncollectible. Management considers the payment status, net worth and earnings potential of the borrower, and the value and cash flow of the collateral as factors to determine if a loan will be paid in accordance with its contractual terms. Management does not set any minimum delay of payments as a factor in reviewing for impaired classification. Loans are charged- off when management believes that the collectibility of the loan’s principal is not probable. The specific factors that management considers in making the determination that the collectibility of the loan’s principal is not probable include the delinquency status of the loan, the fair value of the collateral, if secured, and, the financial strength of the borrower and/or guarantors. In addition, criteria for classification of a loan as in-substance foreclosure has been modified so that such classification need be made only when a lender is in possession of the collateral. The Bank measures the impairment of troubled debt restructurings using the pre-modification rate of interest. TRANSFERS OF FINANCIAL ASSETS Transfers of financial assets, typically residential mortgages and loan participations for the Company, are accounted for as sales when control over the assets has been surrendered. Control over transferred assets is deemed to be surrendered when (1) the assets have been isolated from the Company, (2) the transferee obtains the right (free of conditions that constrain it from taking advantage of that right) to pledge or exchange the transferred assets, and (3) the Company does not maintain effective control over the transferred assets. ACQUIRED LOANS In accordance with FASB ASC 310-30, Loans and Debt Securities Acquired with Deteriorated Credit Quality (formerly Statement of Position (“SOP”) No. 03-3, “Accounting for Certain Loans or Debt Securities Acquired in a Transfer”) the Company reviews acquired loans for differences between contractual cash flows and cash flows expected to be collected from the Company’s initial investment in the acquired loans to determine if those differences are attributable, at least in part, to credit quality. If those differences are attributable to credit quality, the loan’s contractually required payments received in excess of the amount of its cash flows expected at acquisition, or nonaccretable discount, is not accreted into income. FASB ASC 310-30 requires that the Company recognize the excess of all cash flows expected at acquisition over the Company’s initial investment in the loan as interest income using the interest method over the term of the loan. This excess is referred to as accretable discount and is recorded as a reduction of the loan balance. Loans which, at acquisition, do not have evidence of deterioration of credit quality since origination are outside the scope of FASB ASC 310-30. For such loans, the discount, if any, representing the excess of the amount of reasonably estimable and probable discounted future cash collections over the purchase price, is accreted into interest income using the interest method over the term of the loan. Prepayments are not considered in the calculation of accretion income. Additionally, the discount is not accreted on nonperforming loans. When a loan is paid off, the excess of any cash received over the net investment is recorded as interest income. In addition to the amount of purchase discount that is recognized at that time, income may include interest owed by the borrower prior to the Company’s acquisition of the loan, interest collected if on nonperforming status, prepayment fees and other loan fees. NONPERFORMING ASSETS In addition to nonperforming loans, nonperforming assets include other real estate owned. Other real estate owned is comprised of properties acquired through foreclosure or acceptance of a deed in lieu of foreclosure. Other real estate owned is recorded initially at estimated fair value less costs to sell. When such assets are acquired, the excess of the loan balance over the estimated fair value of the asset is charged to the allowance for loan losses. An allowance for losses on other real estate owned is established by a charge to earnings when, upon periodic evaluation by management, further declines in the estimated fair value of properties have occurred. Such evaluations are based on an 17495 CB_AR15_Financials_0216 cc15.indd 24 24 2/24/16 9:22 AM Notes to Consolidated Financial Statements Century Bancorp, Inc. AR ’15 analysis of individual properties as well as a general assessment of current real estate market conditions. Holding costs and rental income on properties are included in current operations, while certain costs to improve such properties are capitalized. Gains and losses from the sale of other real estate owned are reflected in earnings when realized. ALLOWANCE FOR LOAN LOSSES The allowance for loan losses is based on management’s evaluation of the quality of the loan portfolio and is used to provide for losses resulting from loans that ultimately prove uncollectible. The components of the allowance for loan losses represent estimates based upon Accounting Standards Codification (“ASC”) Topic 450, contingencies, and ASC Topic 310 Receivables. ASC Topic 450 applies to homogenous loan pools such as consumer installment, residential mortgages, consumer lines of credit and commercial loans that are not individually evaluated for impairment under ASC Topic 310. In determining the level of the allowance, periodic evaluations are made of the loan portfolio, which takes into account factors such as the characteristics of the loans, loan status, financial strength of the borrowers, value of collateral securing the loans and other relevant information sufficient to reach an informed judgment. The allowance is increased by provisions charged to income and reduced by loan charge-offs, net of recoveries. Management maintains an allowance for loan losses to absorb losses inherent in the loan portfolio. The allowance is based on assessments of the probable estimated losses inherent in the loan portfolio. Management’s methodology for assessing the appropriateness of the allowance consists of several key elements, which include the specific allowances, if appropriate, for identified problem loans, formula allowance, and possibly an unallocated allowance. Arriving at an appropriate level of allowance for loan losses necessarily involves a high degree of judgment. While management uses available information in establishing the allowance for loan losses, future adjustments to the allowance may be necessary if economic conditions differ substantially from the assumptions used in making the evaluations. Loans are charged-off in whole or in part when, in management’s opinion, collectibility is not probable. The specific factors that management considers in making the determination that the collectibility of the loan’s principal is not probable include the delinquency status of the loan, the fair value of the collateral and the financial strength of the borrower and/or guarantors. Under ASC Topic 310, a loan is impaired, based upon current information and event is, in management’s opinion, when it is probable that the loan will not be repaid according to its original contractual terms, including both principal and interest, or if a loan is designated as a TDR. Specific allowances for loan losses entail the assignment of allowance amounts to individual loans on the basis of loan impairment. Under this method, loans are selected for evaluation based upon a change in internal risk rating, occurrence of delinquency, loan classification or nonaccrual status. A specific allowance amount is allocated to an individual loan when such loan has been deemed impaired and when the amount of a probable loss is able to be estimated on the basis of: (a) present value of anticipated future cash flows, (b) the loan’s observable fair market price or (c) fair value of collateral if the loan is collateral dependent. For collateral dependent loans, the amount of the recorded investment in a loan that exceeds the fair value of the collateral is charged-off against the allowance for loan losses in lieu of an allocation of a specific allowance when such an amount has been identified definitively as uncollectible. In estimating probable loan loss under ASC Topic 450 management considers numerous factors, including historical charge-offs and subsequent recoveries. The formula allowances are based on evaluations of homogenous loans to determine the allocation appropriate within each portfolio segment. Formula allowances are based on internal risk ratings or credit ratings from external sources. Individual loans within the commercial and industrial, commercial real estate and real estate construction loan portfolio segments are assigned internal risk ratings to group them with other loans possessing similar risk characteristics. Changes in risk grades affect the amount of the formula allowance. Risk grades 25 are determined by reviewing current collateral value, financial information, cash flow, payment history and other relevant facts surrounding the particular credit. On these loans, the formula allowances are based on the risk ratings, the historical loss experience, and the loss emergence period. Historical loss data and loss emergence periods are developed based on the Company’s historical experience. For larger loans with available external credit ratings, these ratings are utilized rather than the Company’s risk ratings. The historical loss factor and loss emergence periods for these loans are based on data published by the rating agencies for similar credits as the Company has limited internal historical data. For the residential real estate and consumer loan portfolios, the formula allowances are calculated by applying historical loss experience and the loss emergence period to the outstanding balance in each loan category. Loss factors and loss emergence periods are based on the Company’s historical net loss experience. Additional allowances are added to portfolio segments based on qualitative factors. Management considers potential factors identified in regulatory guidance. Management has identified certain qualitative factors, which could impact the degree of loss sustained within the portfolio. These include market risk factors and unique portfolio risk factors that are inherent characteristics of the Company’s loan portfolio. Market risk factors may consist of changes to general economic and business conditions, such as unemployment and GDP that may impact the Company’s loan portfolio customer base in terms of ability to repay and that may result in changes in value of underlying collateral. Unique portfolio risk factors may include the outlooks for business segments in which the Company’s borrowers operate and loan size. The potential ranges for qualitative factors are based on historical volatility in losses. The actual amount utilized is based on management’s assessment of current conditions. After considering the above components, an unallocated component may be generated to cover uncertainties that could affect management’s estimate of probable losses. These uncertainties include the effects of loans in new geographical areas and new industries. The unallocated component of the allowance reflects the margin of imprecision inherent in the underlying assumptions used in the methodologies for estimating allocated and general reserves in the portfolio. BANK PREMISES AND EQUIPMENT Bank premises and equipment are stated at cost less accumulated depreciation and amortization. Land is stated at cost. Depreciation is computed using the straight-line method over the estimated useful lives of the assets or the terms of leases, if shorter. It is general practice to charge the cost of maintenance and repairs to operations when incurred; major expenditures for improvements are capitalized and depreciated. GOODWILL AND IDENTIFIABLE INTANGIBLE ASSETS Goodwill represents the excess of the cost of an acquisition over the fair value of the net assets acquired. Goodwill is not subject to amortization. Identifiable intangible assets consist of core deposit intangibles and are assets resulting from acquisitions that are being amortized over their estimated useful lives. Goodwill and identifiable intangible assets are included in other assets on the consolidated balance sheets. The Company tests goodwill for impairment on an annual basis, or more often if events or circumstances indicate there may be impairment. Goodwill impairment testing is performed at the segment (or “reporting unit”) level. Currently, the Company’s goodwill is evaluated at the entity level as there is only one reporting unit. Goodwill is assigned to reporting units at the date the goodwill is initially recorded. Once goodwill has been assigned to reporting units, it no longer retains its association with a particular acquisition, and all of the activities within a reporting unit, whether acquired or organically grown, are available to support the value of the goodwill. Goodwill impairment is evaluated by first assessing qualitative factors (events and circumstances) to determine whether it is more likely than not (meaning a likelihood of more than 50 percent) that the fair value of a reporting unit 17495 CB_AR15_Financials_0216 cc15.indd 25 2/24/16 9:22 AM Notes to Consolidated Financial Statements Century Bancorp, Inc. AR ’15 is less than its carrying amount. If, after considering all relevant events and circumstances, an entity determines it is not more likely than not that the fair value of a reporting unit is less than its carrying amount, then performing the two-step impairment test will be unnecessary. connection with this acceleration, the Board of Directors approved a technical amendment to each of the Option Plans to eliminate the possibility that the terms of any outstanding or future stock option would require a cash settlement on the occurrence of any circumstance outside the control of the Company. The first step, in the two-step impairment test, used to identify potential impairment, involves comparing each reporting unit’s fair value to its carrying value including goodwill. If the fair value of a reporting unit exceeds its carrying value, applicable goodwill is considered not to be impaired. If the carrying value exceeds fair value, there is an indication of impairment and the second step is performed to measure the amount of impairment. SERVICING The Company services mortgage loans for others. Mortgage servicing assets are recognized as separate assets when rights are acquired through purchase or through sale of financial assets. Fair value is determined using prices for similar assets with similar characteristics, when available, or based upon discounted cash flows using market-based assumptions. The valuation model incorporates assumptions that market participants would use in estimating future net servicing income, such as the cost to service, the discount rate, an inflation rate, ancillary income, prepayment speeds and default rates and losses. Capitalized servicing rights are reported in other assets and are amortized into loan servicing fee income in proportion to, and over the period of, the estimated future net servicing income of the underlying financial assets. Servicing assets are evaluated for impairment based upon the fair value of the rights as compared to amortized cost. Impairment is determined by stratifying rights by predominant risk characteristics, such as interest rates and terms. Impairment is recognized through a valuation allowance for an individual stratum, to the extent that fair value is less than the capitalized amount for the stratum. Changes in the valuation allowance are reported in loan servicing fee income. STOCK OPTION ACCOUNTING The Company follows the fair value recognition provisions of FASB ASC 718, Compensation – Stock Compensation (formerly SFAS 123R) for all share-based payments. The Company’s method of valuation for share-based awards granted utilizes the Black-Scholes option-pricing model. The Company will recognize compensation expense for its awards on a straight-line basis over the requisite service period for the entire award (straight-line attribution method), ensuring that the amount of compensation cost recognized at any date at least equals the portion of the grant-date fair value of the award that is vested at that time. During 2000 and 2004, common stockholders of the Company approved stock option plans (the “Option Plans”) that provide for granting of options to purchase up to 150,000 shares of Class A common stock per plan. Under the Option Plans, all officers and key employees of the Company are eligible to receive nonqualified or incentive stock options to purchase shares of Class A common stock. The Option Plans are administered by the Compensation Committee of the Board of Directors, whose members are ineligible to participate in the Option Plans. Based on management’s recommendations, the Committee submits its recommendations to the Board of Directors as to persons to whom options are to be granted, the number of shares granted to each, the option price (which may not be less than 85% of the fair market value for nonqualified stock options, or the fair market value for incentive stock options, of the shares on the date of grant) and the time period over which the options are exercisable (not more than ten years from the date of grant). There were no options to purchase shares of Class A common stock outstanding at December 31, 2015. On December 30, 2005, the Board of Directors approved the acceleration and immediate vesting of all unvested options with an exercise price of $31.60 or greater per share. As a consequence, options to purchase 23,950 shares of Class A common stock became exercisable immediately. The average of the high and low price at which the Class A common stock traded on December 30, 2005, the date of the acceleration and vesting, was $29.28 per share. In The Company uses the fair value method to account for stock options. There were no options granted during 2015 and 2014. INCOME TAXES The Company uses the asset and liability method in accounting for income taxes. Under the asset and liability method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which temporary differences are expected to be recovered or settled. Under this method, the effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. The Company accounts for uncertain tax positions in accordance with FASB ASC 740. The Company classifies interest resulting from underpayment of income taxes as income tax expense in the first period the interest would begin accruing according to the provisions of the relevant tax law. The Company classifies penalties resulting from underpayment of income taxes as income tax expense in the period for which the Company claims or expects to claim an uncertain tax position or in the period in which the Company’s judgment changes regarding an uncertain tax position. EARNINGS PER SHARE (“EPS”) Class A and Class B shares participate equally in undistributed earnings. Under the Company’s Articles of Organization, the holders of Class A Common Stock are entitled to receive dividends per share equal to at least 200% of dividends paid, if any, from time to time, on each share of Class B Common Stock. Diluted EPS includes the dilutive effect of common stock equivalents; basic EPS excludes all common stock equivalents. The only common stock equivalents for the Company are stock options. The company utilizes the two class method for reporting EPS. The two-class method is an earnings allocation formula that treats Class A and Class B shares as having rights to earnings that otherwise would have been available only to Class A shareholders and Class B shareholders as if converted to Class A shares. TREASURY STOCK Effective July 1, 2004, companies incorporated in Massachusetts became subject to Chapter 156D of the Massachusetts Business Corporation Act, provisions of which eliminate the concept of treasury stock and provide that shares reacquired by a company are to be treated as authorized but unissued shares. PENSION The Company provides pension benefits to its employees under a noncontributory, defined benefit plan, which is funded on a current basis in compliance with the requirements of the Employee Retirement Income Security Act of 1974 (“ERISA”) and recognizes costs over the estimated employee service period. The Company also has a Supplemental Executive Insurance/Retirement Plan (“the Supplemental Plan”), which is limited to certain officers and employees of the Company. The Supplemental Plan is accrued on a current basis and recognizes costs over the estimated employee service period. Executive officers of the Company or its subsidiaries who have at least one year of service may participate in the Supplemental Plan. The Supplemental Plan is 17495 CB_AR15_Financials_0216 cc15.indd 26 26 2/24/16 9:22 AM Notes to Consolidated Financial Statements Century Bancorp, Inc. AR ’15 voluntary. Individual life insurance policies, which are owned by the Company, are purchased covering the life of each participant. The Company utilizes a full yield curve approach in the estimation of the service and interest components by applying the specific spot rates along the yield curve used in the determination of the benefit obligation to the underlying projected cash flows. RECENT ACCOUNTING DEVELOPMENTS In January 2015, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2015-01, “Income Statement- Extraordinary and Unusual” (Subtopic 225-20): Simplifying Income Statement Presentation by Eliminating the Concept of Extraordinary Items. This ASU eliminates from GAAP the concept of extraordinary items. This Update will align more closely GAAP income statement presentation guidance with International Audit Standards (IAS) 1, Presentation of Financial Statements, which prohibits the presentation and disclosure of extraordinary items. The amendments in this update are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2015. The adoption of this standard is not expected to have a material impact on the Company’s financial statements. In February 2015, the FASB issued ASU 2015-02, “Consolidation” (Topic 810): This ASU was issued to respond to stakeholders’ concerns about the current accounting for consolidation of certain legal entities. The amendments in this update affect reporting entities that are required to evaluate whether they should consolidate certain legal entities. All legal entities are subject to reevaluation under the revised consolidation model. Specifically, the amendments: (1) modify the evaluation of whether limited partnerships and similar legal entities are variable interest entities (VIEs) or voting interest entities, (2) eliminate the presumption that a general partner should consolidate a limited partnership, (3) affect the consolidation analysis of reporting entities that are involved with VIEs, particularly those that have fee arrangements and related party relationships, and (4) provide a scope exception from consolidation guidance for reporting entities with interests in legal entities that are required to comply with or operate in accordance with requirements that are similar to those in Rule 2a-7 of the Investment Company Act of 1940 for registered money market funds. The amendments in this update are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2015. Early adoption is permitted. The adoption of this standard is not expected to have a material impact on the Company’s consolidated financial position. In April 2015, the FASB issued ASU 2015-03, “Interest-Imputation of Interest” (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs. Update No. 2015-03 was issued to simplify presentation of debt issuance costs. The amendments in this Update require that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. The recognition and measurement guidance for debt issuances costs are not affected by the amendments in this Update. The amendments in this update are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2015. Early adoption is permitted. The adoption of this standard is not expected to have a material impact on the Company’s consolidated financial position. In April 2015, the FASB issued ASU 2015-04, “Compensation-Retirement Benefits” (Topic 715): Practical Expedient for the Measurement Date of an Employer’s Defined Benefit Obligation and Plan Assets. For an entity with a fiscal year-end that does not coincide with a month-end, the amendments in this update provide a practical expedient that permits the entity to measure defined benefit plan assets and obligations using the month-end that is closest to the entity’s fiscal year-end and apply that practical expedient consistently from year to year. The practical expedient should be applied consistently to all plans if an entity has more than one plan. The amendments in this Update are effective for 27 public business entities for financial statements issued for fiscal years beginning after December 15, 2015, and interim periods within those fiscal years. The adoption of this standard is not expected to have a material impact on the Company’s financial statements. In May 2015, the FASB issued ASU 2015-08, “Business Combinations” (Topic 805): Pushdown Accounting, Amendments to SEC paragraphs Pursuant to Staff Accounting Bulletin 115. This update was issued to remove references and to amend certain previously issued pushdown accounting guidance. The adoption of this standard is not expected to have a material impact on the Company’s consolidated financial position. In August 2015, the FASB issued ASU 2015-14, “Revenue from Contracts with Customers” (Topic 606). Update No. 2015-14 was issued to defer the effective date of Updated 2014-09 for all entities by one year. Public business entities, certain not-for-profit entities, and certain employee benefit plans should apply the guidance in Updated 2014-09 to annual reporting periods beginning after December 15, 2017, including interim reporting periods within that reporting period. Earlier adoption is permitted only as of annual reporting periods beginning after December 15, 2016, including interim reporting periods within that reporting period. The Company is currently assessing the potential impact of this amendment on the Company’s consolidated financial position. In August 2015, the FASB issued ASU 2015-15, “Interest-Imputation of Interest” (Subtopic 835-30): Presentation and Subsequent Measurement of Debt Issuance Costs Associated with Line-of-Credit Arrangements. Update No. 2015-15 was issued due to the guidance in Updated 2015-03 not addressing presentation or subsequent measurement of debt issuance costs related to line-of-credit arrangements. Given the absence of authoritative guidance within Update 2015-03 for debt issuance costs related to line-of- credit arrangements, the SEC staff would not object to an entity deferring and presenting debt issuance costs as an asset and subsequently amortizing the deferred debt issuance costs ratably over the term of the line-of-credit arrangement, regardless of whether there are any outstanding borrowings on the line-of-credit arrangement. The adoption of this standard is not expected to have a material impact on the Company’s consolidated financial position. In September 2015, the FASB issued ASU 2015-16, “Business Combinations” (Topic 805): Simplifying the Accounting for Measurement-Period Adjustments. Update No. 2015-16 was issued, requiring an acquirer to recognize adjustments to provisional amounts that are identified during the measurement period in the reporting period in which the adjustment amounts are determined. The amendments in this update require that the acquirer record, in the same period’s financial statements, the effect on earnings of changes in depreciation, amortization, or other income effects, if any, as a result of the change to the provisional amounts, calculated as if the accounting has been completed at the acquisition date. Additionally, an entity is required to present separately on the face of the income statement or disclose in the notes the portion of the amount recorded in current-period earnings by line item that would have been recorded in previous reporting periods if the adjustment to the provisional amounts had been recognized as of the acquisition date. For public entities, the amendments in this update are effective for fiscal years beginning after December 15, 2015, including interim periods within those fiscal years. Early adoption is permitted for financial statements that have not been issued. The adoption of this standard is not expected to have a material impact on the Company’s consolidated financial position. In January 2016, the FASB issued ASU 2016-11, “Financial Instruments- Overall” (Subtopic 825-10). Recognition and Measurement of Financial Assets and Financial Liabilities. Update No. 2016-1 was issued to address certain aspects of recognition, measurement, presentation, and disclosure of financial instruments. The Board also is addressing measurement of credit losses on financial assets in a separate project. Before the global financial crisis that began in 2008, both the Financial Accounting Standards Board (FASB) and 17495 CB_AR15_Financials_0216 cc15.indd 27 2/24/16 9:22 AM Notes to Consolidated Financial Statements Century Bancorp, Inc. AR ’15 the International Accounting Standards Board (IASB) began a joint project to improve and to achieve convergence of their respective standards on the accounting for financial instruments. The global economic crisis further highlighted the need for improvement in the accounting models for financial instruments in today’s complex economic environment. As a result, the main objective in developing this Update is enhancing the reporting model for financial instruments to provide users of financial statements with more decision-useful information. For public business entities, the amendments in this Update are effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. The adoption of this standard is not expected to have a material impact on the Company’s consolidated financial position. 2. Cash and Due from Banks The Company is required to maintain a portion of its cash and due from banks as a reserve balance under the Federal Reserve Act. Such reserve is calculated based upon deposit levels and amounted to $0 at December 31, 2015, and $0 at December 31, 2014. December 31, 2015 Gross Unrealized Losses Gross Unrealized Gains Estimated Fair Value December 31, 2014 Gross Gross Unrealized Losses Gains Amortized Unrealized Cost Estimated Fair Value 3. Securities Available-for-Sale Amortized Cost (dollars in thousands) U.S. Treasury SBA Backed Securities U.S. Government Agency and Sponsored $ 1,999 5,983 $ — 8 $ 10 2 $ 1,989 5,989 $ 1,999 6,684 $ 1 33 $ — $ — 2,000 6,717 Enterprises Mortgage-Backed Securities 232,967 859 Privately Issued Residential Mortgage-Backed Securities Obligations Issued by States and Political Subdivisions Other Debt Securities Equity Securities 1,437 157,838 4,600 153 10 — 3 99 300 13 878 130 — 233,526 336,158 1,387 452 337,093 1,434 156,960 4,473 252 1,894 97,657 3,600 218 5 — 24 180 25 873 100 — 1,874 96,784 3,524 398 Total $ 404,977 $ 979 $ 1,333 $ 404,623 $ 448,210 $ 1,630 $ 1,450 $ 448,390 Included in SBA Backed Securities and U.S. Government Agency and Sponsored Enterprises Mortgage-Backed Securities are securities at fair value pledged to secure public deposits and repurchase agreements amounting to $220,482,000 and $301,038,000 at December 31, 2015 and 2014, respectively. Also included in securities available-for-sale at fair value are securities pledged for borrowing at the Federal Home Loan Bank amounting to $20,056,000 and $24,810,000 at December 31, 2015 and 2014, respectively. The Company realized gains on sales of securities of $289,000, $450,000 and $3,019,000 from the proceeds of sales of available-for-sale securities of $47,853,000, $40,285,000 and $224,045,000 for the years ended December 31, 2015, 2014, and 2013, respectively. Debt securities of U.S. Government Agency and Sponsored Enterprises Mortgage-Backed Securities primarily refer to debt securities of Fannie Mae and Freddie Mac. Amortized Cost Fair Value The following table shows the estimated maturity distribution of the Company’s securities available-for-sale at December 31, 2015. (dollars in thousands) Within one year After one but within five years After five but within ten years More than ten years Nonmaturing Total $ 152,641 147,639 97,346 5,698 1,653 $ 152,637 147,945 97,594 4,823 1,624 $ 404,977 $ 404,623 The weighted average remaining life of investment securities available-for-sale at December 31, 2015, was 3.5 years. The contractual maturities, which were used in the table above, of mortgage-backed securities, will differ from the actual maturities due to the ability of the issuers to prepay underlying obligations. Also, $243,502,000 of the securities are floating rate or adjustable rate and reprice prior to maturity. As of December 31, 2015 and December 31, 2014, management concluded that the unrealized losses of its investment securities are temporary in nature since they are not related to the underlying credit quality of the issuers, and the Company does not intend to sell these debt securities and it is not more likely than not that it will be required to sell these debt securities before the anticipated recovery of its remaining amortized cost. In making its other-than-temporary impairment evaluation, the Company considered the fact that the principal and interest on these securities are from issuers that are investment grade. The change in the unrealized losses on the Obligations Issued by States and Political Subdivisions, Privately Issued Residential Mortgage-Backed Securities and Other Debt Securities was primarily caused by changes in credit spreads and liquidity issues in the marketplace. The unrealized loss on SBA Backed Securities and U.S. Government Agency and Sponsored Enterprises Mortgage-Backed Securities related primarily to interest rates and not credit quality and because the Company has the ability and intent to hold these investments until recovery of fair value, which may be maturity. The Company does not consider these investments to be other-than-temporarily impaired at December 31, 2015 and December 31, 2014. In evaluating the underlying credit quality of a security, management considers several factors such as the credit rating of the obligor and the issuer, if applicable. Internal reviews of issuer financial statements are performed as deemed necessary. In the case of privately issued mortgage-backed securities, the performance of the 17495 CB_AR15_Financials_0216 cc15.indd 28 28 2/24/16 9:22 AM Notes to Consolidated Financial Statements Century Bancorp, Inc. AR ’15 underlying loans is analyzed as deemed necessary to determine the estimated future cash flows of the securities. Factors considered include the level of subordination, current and estimated future default rates, current and estimated prepayment rates, estimated loss severity rates, geographic concentrations and origination dates of underlying loans. In the case of marketable equity securities, the severity of the unrealized loss, the length of time the unrealized loss has existed, and the issuer’s financial performance are considered. The following table shows the temporarily impaired securities of the Company’s available-for-sale portfolio at December 31, 2015. This table shows the unrealized market loss of securities that have been in a continuous unrealized loss position for 12 months or less and a continuous loss position for 12 months and longer. Temporarily Impaired Investments There are 14 and 11 securities that are temporarily impaired for less than 12 months and for 12 months or longer, respectively, out of a total of 290 holdings at Less Than 12 Months December 31, 2015. 12 Months or Longer December 31, 2015 Total Fair Value Unrealized Losses Fair Value Unrealized Losses Fair Value Unrealized Losses (dollars in thousands) U.S. Treasury SBA Backed Securities U.S. Government Agency and Sponsored Enterprise Mortgage-Backed Securities Privately Issued Residential Mortgage-Backed Securities Obligations Issued by States and Political Subdivisions Other Debt Securities $ 1,989 1,031 $ 26,519 — — 497 Total temporarily impaired securities $ 30,036 $ 9 2 52 — — 3 66 $ $ — — 49,341 490 3,820 1,373 — — 248 14 878 127 $ 1,989 1,031 $ 75,860 490 3,820 1,870 9 2 300 14 878 130 $ 55,024 $ 1,267 $ 85,060 $ 1,333 The following table shows the temporarily impaired securities of the Company’s available-for-sale portfolio at December 31, 2014. This table shows the unrealized market loss of securities that have been in a continuous unrealized loss position for 12 months or less and a continuous loss position for 12 months and longer. Temporarily Impaired Investments There are 3 and 14 securities that are temporarily impaired for less than 12 months and for 12 months or longer, respectively, out of a total of 262 holdings at December 31, 2014. Less Than 12 Months 12 Months or Longer December 31, 2014 Total Fair Value Unrealized Losses Fair Value Unrealized Losses Fair Value Unrealized Losses (dollars in thousands) U.S. Government Agency and Sponsored Enterprise Mortgage-Backed Securities Privately Issued Residential Mortgage-Backed Securities Obligations Issued by States and Political Subdivisions Other Debt Securities $ $ 24,457 — — — Total temporarily impaired securities $ 24,457 $ 85 — — — 85 $ 77,585 678 3,820 1,400 $ 367 25 873 100 $ 102,042 678 3,820 1,400 $ 452 25 873 100 $ 83,483 $ 1,365 $ 107,940 $ 1,450 4. Investment Securities Held-to-Maturity Amortized Cost (dollars in thousands) December 31, 2015 Gross Gross Unrealized Unrealized Losses Gains Estimated Fair Value December 31, 2014 Gross Gross Unrealized Unrealized Losses Gains Estimated Fair Value Amortized Cost U.S. Government Sponsored Enterprises $ 186,734 $ 2,234 $ 141 $ 188,827 $ 251,617 $ 2,707 $ 249 $ 254,075 U.S. Government Sponsored Enterprises Mortgage-Backed Securities 1,252,169 7,547 9,583 1,250,133 1,155,175 11,185 6,832 1,159,528 Total $ 1,438,903 $ 9,781 $ 9,724 $ 1,438,960 $ 1,406,792 $ 13,892 $ 7,081 $ 1,413,603 Included in U.S. Government Sponsored Enterprises and U.S. Government Sponsored Enterprise Mortgage-Backed Securities are securities pledged to secure public deposits and repurchase agreements at fair value amounting to $1,004,743,000 and $868,924,000 at December 31, 2015, and 2014, respectively. Also included are securities pledged for borrowing at the Federal Home Loan Bank at fair value amounting to $432,965,000 and $458,782,000 at December 31, 2015, and 2014, respectively. The Company realized gains of sales of securities of $305,000 from the proceeds of sales of held-to-maturity securities of $3,698,000 for the year ending December 31, 2015. The sales from securities held-to-maturity relate to certain mortgage-backed securities for which the Company had previously collected a substantial portion of its principal investment. There were no sales of held-to-maturity securities for the years ending December 31, 2014 and 2013. At December 31, 2015 and 2014, all mortgage-backed securities are obligations of U.S. Government Sponsored Enterprises. Government Sponsored Enterprises primarily refer to debt securities of Fannie Mae and Freddie Mac. 29 17495 CB_AR15_Financials_0216 cc15.indd 29 2/24/16 9:22 AM Notes to Consolidated Financial Statements Century Bancorp, Inc. AR ’15 The following table shows the maturity distribution of the Company’s securities held-to-maturity at December 31, 2015. (dollars in thousands) Amortized Cost Fair Value Within one year After one but within five years After five but within ten years More than ten years Total $ 1,712 1,144,391 289,646 3,154 $ 1,728 1,143,393 290,692 3,147 $ 1,438,903 $ 1,438,960 The weighted average remaining life of investment securities held-to-maturity at December 31, 2015, was 3.9 years. Included in the weighted average remaining life calculation at December 31, 2015, were $74,199,000 of U.S. Government Sponsored Enterprises obligations that are callable at the discretion of the issuer. The actual maturities, which were used in the table above, of mortgage-backed securities, will differ from the contractual maturities due to the ability of the issuers to prepay underlying obligations. Also, $3,811,000 of the securities are floating rate or adjustable rate and reprice prior to maturity. As of December 31, 2015 and December 31, 2014, management concluded that the unrealized losses of its investment securities are temporary in nature since they are not related to the underlying credit quality of the issuers, and the Company does not intend to sell these debt securities and it is not more likely than not that it will be required to sell these debt securities before the anticipated recovery of their remaining amortized costs. In making its other-than-temporary impairment evaluation, the Company considered the fact that the principal and interest on these securities are from issuers that are investment grade. The unrealized loss on U.S. Government Sponsored Enterprises and U.S. Government Sponsored Enterprises Mortgage-Backed Securities related primarily to interest rates and not credit quality, and because the Company does not intend to sell any of these securities and it is not more likely than not that it will be required to sell these securities before the anticipated recovery of the remaining amortized cost, the Company does not consider these investments to be other-than-temporarily impaired at December 31, 2015 and December 31, 2014. In evaluating the underlying credit quality of a security, management considers several factors such as the credit rating of the obligor and the issuer, if applicable. Internal reviews of issuer financial statements are performed as deemed necessary. The following table shows the temporarily impaired securities of the Company’s held-to-maturity portfolio at December 31, 2015. This table shows the unrealized market loss of securities that have been in a continuous unrealized loss position for 12 months or less and a continuous loss position for 12 months and longer. Temporarily Impaired Investments There are 101 and 26 securities that are temporarily impaired for less than 12 months and for 12 months or longer, respectively, out of a total of 322 holdings at December 31, 2015. December 31, 2015 Less Than 12 Months 12 Months or Longer Total (dollars in thousands) U.S. Government Sponsored Enterprises U.S. Government Agency and Sponsored Enterprise Mortgage-Backed Securities Total temporarily impaired securities Fair Value Unrealized Losses Fair Value Unrealized Losses Fair Value Unrealized Losses $ 9,859 $ 141 $ — $ — $ 9,859 $ 141 626,218 6,657 123,864 2,926 750,082 9,583 $ 636,077 $ 6,798 $ 123,864 $ 2,926 $ 759,941 $ 9,724 The following table shows the temporarily impaired securities of the Company’s held-to-maturity portfolio at December 31, 2014. This table shows the unrealized market loss of securities that have been in a continuous unrealized loss position for 12 months or less and a continuous loss position for 12 months and longer. Temporarily Impaired Investments There are 34 and 48 securities that are temporarily impaired for less than 12 months and for 12 months or longer, respectively, out of a total of 303 holdings at December 31, 2014. Less Than 12 Months 12 Months or Longer December 31, 2014 Total (dollars in thousands) U.S. Government Sponsored Enterprises U.S. Government Agency and Sponsored Enterprise Mortgage-Backed Securities Total temporarily impaired securities Fair Value Unrealized Losses Fair Value Unrealized Losses Fair Value Unrealized Losses $ 22,414 $ 25 $ 14,776 $ 224 $ 37,190 $ 249 194,119 1,678 308,526 5,154 502,645 6,832 $ 216,533 $ 1,703 $ 323,302 $ 5,378 $ 539,835 $ 7,081 17495 CB_AR15_Financials_0216 cc15.indd 30 30 2/24/16 9:22 AM Notes to Consolidated Financial Statements Century Bancorp, Inc. AR ’15 5. Loans The majority of the Bank’s lending activities are conducted in Massachusetts with other lending activity principally in New Hampshire, Rhode Island, Connecticut and New York. The Bank originates construction, commercial and residential real estate loans, commercial and industrial loans, municipal loans, consumer, home equity and December 31, other loans for its portfolio. 2015 2014 (dollars in thousands) The following summary shows the composition of the loan portfolio at the dates indicated. Construction and land development Commercial and industrial Municipal Commercial real estate Residential real estate Consumer Home equity Overdrafts Total $ 27,421 452,235 85,685 721,506 255,346 10,744 178,020 579 $ 22,744 149,732 41,850 696,272 257,305 10,925 151,275 1,263 $ 1,731,536 $ 1,331,366 At December 31, 2015, and December 31, 2014, loans were carried net of discounts of $360,000 and $407,000, respectively. Net deferred fees included in loans at December 31, 2015, and December 31, 2014, were $988,000 and $908,000, respectively. The Company was servicing mortgage loans sold to others without recourse of approximately $185,299,000 and $143,696,000 at December 31, 2015, and December 31, 2014, respectively. The Company had no residential real estate loans held for sale at December 31, 2015 and December 31, 2014. The Company’s mortgage servicing rights totaled $1,305,000 and $941,000, at December 31, 2015 and December 31, 2014, respectively. As of December 31, 2015 and 2014, the Company’s recorded investment in impaired loans was $3,225,000 and $6,327,000, respectively. If an impaired loan is placed on nonaccrual, the loan may be returned to an accrual status when principal and interest payments are not delinquent and the risk characteristics have improved to the extent that there no longer exists a concern as to the collectibility of principal and interest. At December 31, 2015, there were $3,051,000 of impaired loans with specific reserves of $250,000. At December 31, 2014, there were $5,767,000 of impaired loans with a specific reserve of $904,000. Loans are designated as troubled debt restructures when a concession is made on a credit as a result of financial difficulties of the borrower. Typically, such concessions consist of a reduction in interest rate to a below-market rate, taking into account the credit quality of the note, or a deferment of payments, principal or interest, which materially alters the Bank’s position or significantly extends the note’s maturity date, such that the present value of cash flows to be received is materially less than those contractually established at the loan’s origination. Restructured loans are included in the impaired loan category. December 31, 2015 2014 2013 (dollars in thousands) The composition of nonaccrual loans and impaired loans is as follows: Loans on nonaccrual Loans 90 days past due and still accruing Impaired loans on nonaccrual included above Total recorded investment in impaired loans Average recorded investment of impaired loans Accruing troubled debt restructures Interest income not recorded on nonaccrual loans according to their original terms Interest income on nonaccrual loans actually recorded Interest income recognized on impaired loans $ 2,336 — 332 3,225 4,490 2,893 91 — 104 $ 4,146 — 3,031 6,327 7,434 3,296 123 — 144 $ 2,549 — 1,819 7,788 6,776 5,969 711 — 161 Directors and officers of the Company and their associates are customers of, and have other transactions with, the Company in the normal course of business. All loans and commitments included in such transactions were made on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions with other persons and do not involve more than normal risk of collection or present other unfavorable features. Balance at Balance at December 31, 2015 December 31, 2014 The following table shows the aggregate amount of loans to directors and officers of the Company and their associates during 2015. (dollars in thousands) Repayments and Deletions Additions $ 6,495 $ 611 $ 2,096 $ 5,010 31 17495 CB_AR15_Financials_0216 cc15.indd 31 2/24/16 9:22 AM 6. Allowance for Loan Losses Notes to Consolidated Financial Statements Century Bancorp, Inc. AR ’15 The Company maintains an allowance for loan losses in an amount determined by management on the basis of the character of the loans, loan performance, financial condition of borrowers, the value of collateral securing loans and other relevant factors. The following table summarizes the changes in the Company’s allowance for loan losses for the years indicated. 2015 2014 2013 An analysis of the allowance for loan losses for each of the three years ending December 31, 2015, 2014 and 2013 is as follows: (dollars in thousands) Allowance for loan losses, beginning of year Loans charged-off Recoveries on loans previously charged-off Net (recoveries) charge-offs Provision charged to expense $ 22,318 (781) 1,338 $ 20,941 (1,382) 709 $ 19,197 (1,813) 847 557 200 (673) 2,050 (966) 2,710 Allowance for loan losses, end of year $ 23,075 $ 22,318 $ 20,941 ALLOWANCE FOR LOAN LOSSES AND AMOUNT OF INVESTMENTS IN LOANS and Land Development Further information pertaining to the allowance for loan losses at December 31, 2015 follows: Industrial Municipal Commercial Residential Real Estate Real Estate Consumer and Construction Commercial Home Equity Unallocated Total (dollars in thousands) Allowance for Loan Losses: Balance at December 31, 2014 Charge-offs Recoveries Provision Ending balance at December 31, 2015 Amount of allowance for loan losses for loans deemed to be impaired Amount of allowance for loan losses for loans not deemed to be impaired Loans: $ 1,592 — 780 (331) $ 4,757 (172) 212 1,102 $ 1,488 — — (494) $ 11,199 (298) 84 (396) $ $ 776 — 7 537 $ 810 (311) 255 (110) 599 — — 478 $ 1,097 — — (586) $ 22,318 (781) 1,338 200 $ 2,041 $ 5,899 $ 994 $ 10,589 $ 1,320 $ 644 $ 1,077 $ 511 $ 23,075 $ 10 $ 19 $ — $ 99 $ 32 $ — $ 90 $ — $ 250 $ 2,031 $ 5,880 $ 994 $ 10,490 $ 1,288 $ 644 $ 987 $ 511 $ 22,825 Ending balance Loans deemed to be impaired Loans not deemed to be impaired $ 27,421 $ 98 $ 27,323 $ 452,235 $ 443 $ 451,792 $ 85,685 $ — $ 85,685 $ 721,506 $ 1,678 $ 719,828 $ 255,346 $ 916 $ 254,430 $ 11,323 $ — $ 11,323 $ 178,020 $ 90 $ 177,930 $ — $ — $ — $ 1,731,536 $ 3,225 $ 1,728,311 17495 CB_AR15_Financials_0216 cc15.indd 32 32 2/24/16 9:22 AM Notes to Consolidated Financial Statements Century Bancorp, Inc. AR ’15 Construction Commercial Further information pertaining to the allowance for loan losses at December 31, 2014 follows: Industrial Municipal and Land Development and Commercial Residential Real Estate Real Estate Consumer Home Equity Unallocated Total (dollars in thousands) Allowance for Loan Losses: Balance at December 31, 2013 Charge-offs Recoveries Provision $ $ 2,174 (500) — (82) $ 2,617 (333) 201 2,272 655 — — 833 $ 10,935 — 7 257 $ 2,006 (24) 27 (1,233) $ 432 (525) 391 512 $ 959 — 83 (443) $ 1,163 — — (66) $ 20,941 (1,382) 709 2,050 Ending balance at December 31, 2014 Amount of allowance for loan losses for loans deemed to be impaired Amount of allowance for loan losses for loans not deemed to be impaired Loans: $ 1,592 $ 4,757 $ 1,488 $ 11,199 $ 776 $ 810 $ 599 $ 1,097 $ 22,318 $ 21 $ 57 $ — $ 639 $ 95 $ — $ 92 $ — $ 904 $ 1,571 $ 4,700 $ 1,488 $ 10,560 $ 681 $ 810 $ 507 $ 1,097 $ 21,414 Ending balance Loans deemed to be impaired Loans not deemed to be impaired $ 22,744 $ 103 $ 22,641 $ 149,732 $ 853 $ 148,879 $ 41,850 $ — $ 41,850 $ 696,272 $ 4,317 $ 691,955 $ 257,305 $ 962 $ 256,343 $ 12,188 $ — $ 12,188 $ 151,275 $ 92 $ 151,183 $ — $ — $ — $ 1,331,366 $ 6,327 $ 1,325,039 CREDIT QUALITY INFORMATION The Company utilizes a six-grade internal loan rating system for commercial real estate, construction and commercial loans as follows: Loans rated 1-3 (Pass) — Loans in this category are considered “pass” rated loans with low to average risk. Loans rated 4 (Monitor) — These loans represent classified loans that management is closely monitoring for credit quality. These loans have had or may have minor credit quality deterioration as of December 31, 2015. Loans rated 5 (Substandard) — Substandard loans represent classified loans that management is closely monitoring for credit quality. These loans have had more significant credit quality deterioration as of December 31, 2015. Loans rated 6 (Doubtful) — Doubtful loans represent classified loans that management is closely monitoring for credit quality. These loans had more significant credit quality deterioration as of December 31, 2015, and are doubtful for full collection. Impaired — Impaired loans represent classified loans that management is closely monitoring for credit quality. A loan is classified as impaired when it is probable that the Company will be unable to collect all amounts due. Construction Commercial The following table presents the Company’s loans by risk rating at December 31, 2015. and Land Development and Industrial Municipal Commercial Real Estate (dollars in thousands) Grade: 1-3 (Pass) 4 (Monitor) 5 (Substandard) 6 (Doubtful) Impaired Total $ 20,281 7,042 — — 98 $ 451,774 18 — — 443 $ 85,685 — — — — $ 718,911 917 — — 1,678 $ 27,421 $ 452,235 $ 85,685 $ 721,506 The Company has increased its exposure to larger loans to large institutions with publicly available credit ratings beginning in 2015. These ratings are tracked as a credit quality indicator for these loans. 33 17495 CB_AR15_Financials_0216 cc15.indd 33 2/24/16 9:22 AM The following table presents the Company’s loans by credit rating at December 31, 2015. Municipal Commercial and Industrial Notes to Consolidated Financial Statements Century Bancorp, Inc. AR ’15 Commercial Real Estate (in thousands) Credit Rating: Aaa-Aa3 A1-A3 Baa1-Baa3 Ba2 Total $ 234,733 140,419 — — $ 63,865 7,400 8,890 4,480 $ 7,547 130,872 167,489 — $ 375,152 $ 84,635 $ 305,908 The following table presents the Company’s loans by risk rating at December 31, 2014. Construction and Land Development Commercial and Industrial Municipal Commercial Real Estate (dollars in thousands) Grade: 1-3 (Pass) 4 (Monitor) 5 (Substandard) 6 (Doubtful) Impaired Total $ 15,515 7,126 — — 103 $ 148,407 472 — — 853 $ 41,850 — — — — $ 691,322 633 — — 4,317 $ 22,744 $ 149,732 $ 41,850 $ 696,272 The Company utilized payment performance as credit quality indicators for residential real estate, consumer and overdrafts, and the home equity portfolio. The indicators are depicted in the table “aging of past-due loans,” below. AGING OF PAST-DUE LOANS At December 31, 2015 the aging of past due loans are as follows: Accruing 30-89 Days (dollars in thousands) Construction and land development Commercial and industrial Municipal Commercial real estate Residential real estate Consumer and overdrafts Home equity Past Due Non Accrual $ — — — 1,462 596 6 628 $ 99 60 — 174 1,559 — 444 Total $ 2,692 $ 2,336 At December 31, 2014 the aging of past due loans are as follows: Accruing 30-89 Days Past Due Non Accrual (dollars in thousands) Construction and land development Commercial and industrial Municipal Commercial real estate Residential real estate Consumer and overdrafts Home equity $ — 905 — 1,046 632 6 576 $ 103 157 — 2,781 846 5 254 Total $ 3,165 $ 4,146 Accruing Greater Than 90 Days $ — — — — — — — $ — Accruing Greater Than 90 Days $ — — — — — — — $ — Total Past Due Current Loans Total $ 99 60 — 1,636 2,155 6 1,072 $ 27,322 $ 452,175 85,685 719,870 253,191 11,317 176,948 27,421 452,235 85,685 721,506 255,346 11,323 178,020 $ 5,028 $ 1,726,508 $ 1,731,536 Total Past Due Current Loans Total $ 103 1,062 — 3,827 1,478 11 830 $ 22,641 $ 148,670 41,850 692,445 255,827 12,177 150,445 22,744 149,732 41,850 696,272 257,305 12,188 151,275 $ 7,311 $ 1,324,055 $ 1,331,366 17495 CB_AR15_Financials_0216 cc15.indd 34 34 2/24/16 9:22 AM Notes to Consolidated Financial Statements Century Bancorp, Inc. AR ’15 IMPAIRED LOANS A loan is impaired when, based on current information and events, it is probable that a creditor will be unable to collect all amounts due according to the contractual terms of the loan agreement. When a loan is impaired, the Company measures impairment based on the present value of expected future cash flows discounted at the loan’s effective interest rate, except that as a practical expedient, the Company measures impairment based on a loan’s observable market price or the fair value of the collateral if the loan is collateral dependent. Loans are charged-off when management believes that the collectibility of the loan’s principal is not probable. The specific factors that management considers in making the determination that the collectibility of the loan’s principal is not probable include; the delinquency status of the loan, the fair value of the collateral, if secured, and the financial strength of the borrower and/or guarantors. For collateral dependent loans, the amount of the recorded investment in a loan that exceeds the fair value of the collateral is charged-off against the allowance for loan losses in lieu of an allocation of a specific allowance amount when such an amount has been identified definitively as uncollectible. The Company’s policy for recognizing interest income on impaired loans is contained within Note 1 of the “Notes to Consolidated Financial Statements.” The following is information pertaining to impaired loans at December 31, 2015: Carrying Value Unpaid Balance Principal Required Reserve Average Carrying Value Recognized (dollars in thousands) With no required reserve recorded: Construction and land development Commercial and industrial Municipal Commercial real estate Residential real estate Consumer Home equity $ — 60 — — 114 — — $ — 246 — — 200 — — Total $ 174 $ 446 With required reserve recorded: Construction and land development Commercial and industrial Municipal Commercial real estate Residential real estate Consumer Home equity $ 98 383 — 1,678 802 — 90 $ 108 399 — 1,776 802 — 90 Total $ 3,051 $ 3,175 Total Construction and land development Commercial and industrial Municipal Commercial real estate Residential real estate Consumer Home equity $ 98 443 — 1,678 916 — 90 $ 108 645 — 1,776 1,002 — 90 Total $ 3,225 $ 3,621 $ — — — — — — — $ — $ 10 19 — 99 32 — 90 $ 250 $ 10 19 — 99 32 — 90 $ 250 $ — 32 — 151 125 — — $ 308 $ 101 626 — 2,550 814 — 91 $ 4,182 $ 101 658 — 2,701 939 — 91 $ 4,490 Interest Income $ — — — — 8 — — $ 8 $ — 20 — 69 7 — — $ 96 $ — 20 — 69 15 — — $ 104 35 17495 CB_AR15_Financials_0216 cc15.indd 35 2/24/16 9:22 AM The following is information pertaining to impaired loans at December 31, 2014: Carrying Value Unpaid Balance Principal Required Reserve Notes to Consolidated Financial Statements Century Bancorp, Inc. AR ’15 Average Carrying Value Recognized Interest Income (dollars in thousands) With no required reserve recorded: Construction and land development Commercial and industrial Municipal Commercial real estate Residential real estate Consumer Home equity $ — 31 — 393 136 — — $ — 32 — 396 219 — — Total $ 560 $ 647 With required reserve recorded: Construction and land development Commercial and industrial Municipal Commercial real estate Residential real estate Consumer Home equity $ 103 822 — 3,924 826 — 92 $ 108 1,063 — 4,018 826 — 92 Total $ 5,767 $ 6,107 Total Construction and land development Commercial and industrial Municipal Commercial real estate Residential real estate Consumer Home equity $ 103 853 — 4,317 962 — 92 $ 108 1,095 — 4,414 1,045 — 92 Total $ 6,327 $ 6,754 $ — — — — — — — $ — $ 21 57 — 639 95 — 92 $ 904 $ 21 57 — 639 95 — 92 $ 904 $ 173 46 — 225 77 — — $ 521 $ 222 1,065 — 4,325 1,208 — 93 $ 6,913 $ 395 1,111 — 4,550 1,285 — 93 $ 7,434 $ — — — — 9 — — $ 9 $ — 31 — 103 1 — — $ 135 $ — 31 — 103 10 — — $ 144 Troubled Debt Restructurings are identified as a modification in which a concession was granted to a customer who was having financial difficulties. This concession may be below market rate, longer amortization/term, or a lower payment amount. The present value calculation of the modification did not result in an increase in the allowance for these loans beyond any previously established allocations. There were no troubled debt restructurings occurring during the year ended December 31, 2015. Also, there were no commitments to lend additional funds to troubled debt restructuring borrowers. The following is information pertaining to troubled debt restructurings occurring during the year ended December 31, 2014: Number of Contracts Pre-modification Outstanding Recorded Investment Post-modification Outstanding Recorded Investment (dollars in thousands) Commercial and industrial Total 2 2 $ 98 $ 98 $ 98 $ 98 The loans were modified for 2014, by extending terms on the commercial and industrial loans. There was one commercial real estate troubled debt restructuring, totaling $2,191,000, which subsequently defaulted during 2014. The financial impact of the modification for the performing commercial and industrial loans was a $100 increase in principal payments for the year ended 2014. 17495 CB_AR15_Financials_0216 cc15.indd 36 36 2/24/16 9:22 AM Notes to Consolidated Financial Statements Century Bancorp, Inc. AR ’15 December 31, 2015 2014 Estimated Useful Life (dollars in thousands) 7. Bank Premises and Equipment Land Bank premises Furniture and equipment Leasehold improvements Accumulated depreciation and amortization Total $ 3,478 19,272 24,131 12,892 59,773 (35,667) $ 24,106 $ 3,478 19,272 22,796 11,607 57,153 (32,971) $ 24,182 — 30-39 years 3-10 years 30-39 years or lease term The Company is obligated under a number of non-cancelable operating leases for premises and equipment expiring in various years through 2026. Total lease expense approximated $2,755,000 $2,465,000 and $2,094,000 for the years ended December 31, 2015, 2014 and 2013, respectively. Included in lease expense are amounts paid to a company affiliated with Marshall M. Sloane, Chairman of the Board, amounting to $413,000, $208,000, and $109,000, respectively. Rental income approximated $314,000, $307,000 and $299,000 in 2015, 2014 and 2013, respectively. Depreciation and amortization amounted to $2,728,000, $2,322,000, and $2,318,000 at December 31, 2015, 2014 and 2013 respectively. Amount Year (dollars in thousands) Future minimum rental commitments for non-cancelable operating leases with initial or remaining terms of one year or more at December 31, 2015, were as follows: 2016 2017 2018 2019 2020 Thereafter $ 2,508 2,037 1,842 1,676 1,406 2,909 $ 12,378 8. Goodwill and Identifiable Intangible Assets At December 31, 2015 and 2014, the Company concluded that it is not more likely than not that fair value of the reporting unit is less than its carrying value, and goodwill is not considered to be impaired. Carrying Amount of Goodwill and Intangibles The changes in goodwill and identifiable intangible assets for the years ended December 31, 2015 and 2014 are shown in the table below. (dollars in thousands) Mortgage Servicing Rights Goodwill Total Balance at December 31, 2013 Additions Amortization Expense Balance at December 31, 2014 Additions Amortization Expense Balance at December 31, 2015 $ 2,714 — — $ 2,714 — — $ 2,714 703 424 (186) 941 626 (262) 1,305 $ 3,417 424 (186) $ 3,655 626 (262) $ 4,019 37 17495 CB_AR15_Financials_0216 cc15.indd 37 2/24/16 9:22 AM Notes to Consolidated Financial Statements Century Bancorp, Inc. AR ’15 9. Fair Value Measurements The Company follows FASB ASC 820-10, Fair Value Measurements and Disclosures (formerly SFAS 157, “Fair Value Measurements”), which among other things, requires enhanced disclosures about assets and liabilities carried at fair value. ASC 820-10 establishes a hierarchal disclosure framework associated with the level of pricing observability utilized in measuring financial instruments at fair value. The three broad levels of the hierarchy are as follows: Level I — Quoted prices are available in active markets for identical assets or liabilities as of the reported date. The type of financial instruments included in Level I are highly liquid cash instruments with quoted prices such as G-7 government, agency securities, listed equities and money market securities, as well as listed derivative instruments. Level II — Pricing inputs are other than quoted prices in active markets, which are either directly or indirectly observable as of the reported date. The nature of these financial instruments include cash instruments for which quoted prices are available but traded less frequently, derivative instruments whose fair value have been derived using a model where inputs to the model are directly observable in the market, or can be derived principally from or corroborated by observable market data, and instruments that are fair valued using other financial instruments, the parameters of which can be directly observed. Instruments which are generally included in this category are corporate bonds and loans, mortgage whole loans, municipal bonds and OTC derivatives. Level III — These instruments have little to no pricing observability as of the reported date. These financial instruments do not have two-way markets and are measured using management’s best estimate of fair value, where the inputs into the determination of fair value require significant management judgment or estimation. Instruments that are included in this category generally include certain commercial mortgage loans, certain private equity investments, distressed debt, non-investment grade residual interests in securitizations, as well as certain highly structured OTC derivative contracts. Fair Value Measurements Using The results of the fair value hierarchy as of December 31, 2015, are as follows: Carrying Value Quoted Prices in Active Markets for Identical Assets Observable Inputs Significant (Level 1) (Level 2) Significant Other Unobservable Inputs (Level 3) (dollars in thousands) Financial Instruments Measured at Fair Value on a Recurring Basis — Securities AFS U.S. Treasury SBA Backed Securities U.S. Government Agency and Sponsored Enterprises Mortgage-Backed Securities Privately Issued Residential Mortgage-Backed Securities Obligations Issued by States and Political Subdivisions Other Debt Securities Equity Securities $ 1,989 5,989 $ — — $ 1,989 5,989 233,526 1,434 156,960 4,473 252 — — — — 215 233,526 1,434 — 4,473 — Total $ 404,623 $ 215 $ 247,411 $ — — — — 156,960 — 37 $ 156,997 Financial Instruments Measured at Fair Value on a Non-recurring Basis Impaired Loans $ 1,056 $ — $ — $ 1,056 Impaired loan balances in the table above represent those collateral dependent loans where management has estimated the credit loss by comparing the loan’s carrying value against the expected realizable fair value of the collateral. Fair value is generally determined through a review process that includes independent appraisals, discounted cash flows, or other external assessments of the underlying collateral, which generally include various Level 3 inputs which are not identifiable. The Company discounts the fair values, as appropriate, based on management’s observations of the local real estate market for loans in this category. Appraisals, discounted cash flows and real estate tax assessments are reviewed quarterly. There is no specific policy regarding how frequently appraisals will be updated. Adjustments are made to appraisals and real estate tax assessments based on management’s estimate of changes in real estate values. Within the past twelve months there have been no updated appraisals, however, all impaired loans have been reviewed during the past quarter using either a discounted cash flow analysis or other type of real estate tax assessment. The types of adjustments that are made to specific provisions (credits) relate to impaired loans recognized for 2015 for the estimated credit loss amounted to a credit of $165,000. There were no transfers between level 1, 2 and 3 for the year ended December 31, 2015. There were no liabilities measured at fair value on a recurring or nonrecurring basis during the year ended December 31, 2015. 17495 CB_AR15_Financials_0216 cc15.indd 38 38 2/24/16 9:22 AM Notes to Consolidated Financial Statements Century Bancorp, Inc. AR ’15 The following table presents additional information about assets measured at fair value on a recurring and nonrecurring basis for which the Company has utilized Unobservable Input Level 3 inputs to determine fair value (dollars in thousands) at December 31, 2015. Management continues to monitor the assumptions used to value the assets Value or Range Asset listed below. Securities AFS(1) Valuation Technique Unobservable Input Discounted cash flow Fair Value Discount rate $ 156,997 0%-1%(2) Impaired Loans 1,056 Appraisal of collateral(3) Appraisal adjustments(4) 0%-30% discount (1) (2) (3) (4) Municipal securities generally have maturities of one year or less and, therefore, the amortized cost equates to the fair value. Weighted averages. Fair value is generally determined through independent appraisals of the underlying collateral, which generally include various Level 3 inputs which are not identifiable. Appraisals may be adjusted by management for qualitative factors such as economic conditions and estimated expenses. Obligations Issued by States The changes in Level 3 securities for the year ended December 31, 2015 are as shown in the table below: and Political Subdivisions Auction Rate Securities (dollars in thousands) Balance at December 31, 2014 Purchases Maturities/redemptions Amortization Change in fair value Balance at December 31, 2015 $ 3,820 — — — — $ 3,820 $ 92,964 207,509 (147,277) (56) — $ 153,140 Equity Securities $ 102 — (65) — — $ 37 Total $ 96,886 207,509 (147,342) (56) — $ 156,997 The amortized cost of Level 3 securities was $157,874,000 with an unrealized loss of $877,000 at December 31, 2015. The securities in this category are generally equity investments, municipal securities with no readily determinable fair value or failed auction rate securities. Management evaluated the fair value of these securities based on an evaluation of the underlying issuer, prevailing rates and market liquidity. Fair Value Measurements Using The results of the fair value hierarchy as of December 31, 2014, are as follows: Carrying Value Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Observable Inputs (Level 2) Significant Other Unobservable Inputs (Level 3) (dollars in thousands) Financial Instruments Measured at Fair Value on a Recurring Basis — Securities AFS U.S. Treasury SBA Backed Securities U.S. Government Agency and Sponsored Enterprises Mortgage-Backed Securities Privately Issued Residential Mortgage-Backed Securities Obligations Issued by States and Political Subdivisions Other Debt Securities Equity Securities Total Financial Instruments Measured at Fair Value on a Non-recurring Basis Impaired Loans $ 2,000 6,717 337,093 1,874 96,784 3,524 398 $ 448,390 $ — — — — — — 296 $ 296 $ 2,000 6,717 337,093 1,874 — 3,524 — $ 351,208 $ — — — — 96,784 — 102 $ 96,886 $ 3,410 $ — $ — $ 3,410 39 17495 CB_AR15_Financials_0216 cc15.indd 39 2/24/16 9:22 AM Notes to Consolidated Financial Statements Century Bancorp, Inc. AR ’15 Appraisals, discounted cash flows and real estate tax assessments are reviewed quarterly. There is no specific policy regarding how frequently appraisals will be updated. Adjustments are made to appraisals and real estate tax assessments based on management’s estimate of changes in real estate values. Within the past twelve months there have been no updated appraisals, however, all impaired loans have been reviewed during the past quarter using either a discounted cash flow analysis or other type of real estate tax assessment. Specific provisions relate to impaired loans recognized for 2014 for the estimated credit loss amounted to $947,000. There were no transfers between level 1 and 2 for the year ended December 31, 2014. There were no liabilities measured at fair value on a recurring or nonrecurring basis during the year ended December 31, 2014. The following table presents additional information about assets measured at fair value on a recurring and nonrecurring basis for which the Company has utilized Unobservable Input Level 3 inputs to determine fair value (dollars in thousands) at December 31, 2014. Management continues to monitor the assumptions used to value the assets Value or Range Asset listed below. Securities AFS(1) Valuation Technique Unobservable Input Discounted cash flow Fair Value Discount rate $ 96,886 0%-1%(2) Impaired Loans 3,410 Appraisal of collateral(3) Appraisal adjustments(4) 0%-30% discount (1) (2) (3) (4) Municipal securities generally have maturities of one year or less and, therefore, the amortized cost equates to the fair value. Weighted averages. Fair value is generally determined through independent appraisals of the underlying collateral, which generally include various Level 3 inputs which are not identifiable. Appraisals may be adjusted by management for qualitative factors such as economic conditions and estimated expenses. Obligations Issued by States The changes in Level 3 securities for the year ended December 31, 2014 are as shown in the table below: and Political Subdivisions Auction Rate Securities (dollars in thousands) Balance at December 31, 2013 Purchases Maturities/redemptions Amortization Change in fair value Balance at December 31, 2014 $ 3,820 — — — — $ 3,820 $ 32,487 126,571 (66,088) (6) — $ 92,964 Equity Securities $ 290 — (188) — — $ 102 Total $ 36,597 126,571 (66,276) (6) — $ 96,886 The amortized cost of Level 3 securities was $97,760,000 with an unrealized loss of $874,000 at December 31, 2014. The securities in this category are generally equity investments, municipal securities with no readily determinable fair value or failed auction rate securities. Management evaluated the fair value of these securities based on an evaluation of the underlying issuer, prevailing rates and market liquidity. 10. Deposits 2015 Percent 2014 Percent (dollars in thousands) The following is a summary of remaining maturities or re-pricing of time deposits as of December 31, Within one year Over one year to two years Over two years to three years Over three years to five years $ 315,559 44,838 49,538 63,491 $ 203,125 66,603 31,071 82,346 67 % 9 % 10 % 14 % 53 % 17 % 8 % 22 % Total $ 473,426 100 % $ 383,145 100 % Time deposits of more than $250,000 totaled $193,598,000 and $108,325,000 in 2015 and 2014, respectively. 17495 CB_AR15_Financials_0216 cc15.indd 40 40 2/24/16 9:22 AM Notes to Consolidated Financial Statements Century Bancorp, Inc. AR ’15 11. Securities Sold Under Agreements to Repurchase 2015 2014 2013 (dollars in thousands) The following is a summary of securities sold under agreements to repurchase as of December 31, Amount outstanding at December 31 $ 212,360 Weighted average rate at December 31 Maximum amount outstanding at any month end Daily average balance outstanding during the year Weighted average rate during the year $ 299,890 $ 245,276 $ 243,750 $ 216,937 $ 197,850 0.20 % 0.21 % 0.18 % 0.18 % $ 214,440 0.18 % $ 214,440 $ 203,888 0.18 % Amounts outstanding at December 31, 2015, 2014 and 2013 carried maturity dates of the next business day. U.S. Government Sponsored Enterprise securities with a total amortized cost of $199,152,000, $213,817,000 and $216,747,000 were pledged as collateral and held by custodians to secure the agreements at December 31, 2015, 2014 and 2013, respectively. The approximate fair value of the collateral at those dates was $197,318,000, $212,255,000 and $213,350,000, respectively. 12. Other Borrowed Funds and Subordinated Debentures 2015 2014 2013 (dollars in thousands) The following is a summary of other borrowed funds and subordinated debentures as of December 31, Amount outstanding at December 31 Weighted average rate at December 31 Maximum amount outstanding at any month end Daily average balance outstanding during the year Weighted average rate during the year $ 521,583 $ 374,109 $ 431,583 $ 271,710 $ 404,083 $ 431,583 2.29 % 2.38 % 3.34 % 1.91 % $ 291,227 3.04 % $ 291,227 $ 231,032 3.73 % FEDERAL HOME LOAN BANK BORROWINGS Federal Home Loan Bank of Boston (“FHLBB”) borrowings are collateralized by a blanket pledge agreement on the Bank’s FHLBB stock, certain qualified investment securities, deposits at the FHLBB and residential mortgages held in the Bank’s portfolios. The Bank’s remaining term borrowing capacity at the FHLBB at December 31, December 31, 2015, was approximately $198,999,000. In addition, the Bank has a $14,500,000 line of credit with the FHLBB. A schedule of the maturity distribution of FHLBB Weighted advances with the weighted average interest rates is as follows: Average Rate Weighted Average Rate Weighted Average Rate Amount Amount Amount 2015 2014 2013 (dollars in thousands) Within one year Over one year to two years Over two years to three years Over three years to five years Over five years Total $ 100,000 57,500 54,500 91,000 65,000 $ 368,000 1.89 % 2.72 % 2.25 % 1.85 % 3.23 % 2.30 % $ 169,500 55,000 45,000 70,000 56,000 $ 395,500 0.51 % 3.07 % 3.18 % 2.43 % 3.16 % 1.89 % $ 53,000 19,500 55,000 77,000 50,500 $ 255,000 0.40 % 2.42 % 3.07 % 3.05 % 3.39 % 2.52 % Included in the table above are $50,000,000, $35,000,000 and $35,000,000 respectively, of FHLBB advances at December 31, 2015, 2014 and 2013, that are putable at the discretion of FHLBB. These put dates were not utilized in the table above. During 2013, the Company restructured $14,500,000 of FHLBB advances. Prior to restructure, the weighted average rate on these advances was 3.16% and the weighted average remaining maturity was 12 months. Subsequent to restructure, the weighted average rate was 3.24% and the weighted average maturity was 68 months. The restructures were accounted for as modifications. 41 17495 CB_AR15_Financials_0216 cc15.indd 41 2/24/16 9:22 AM Notes to Consolidated Financial Statements Century Bancorp, Inc. AR ’15 SUBORDINATED DEBENTURES Subordinated debentures totaled $36,083,000 at December 31, 2015 and 2014. In May 1998, the Company consummated the sale of a trust preferred securities offering, in which it issued $29,639,000 of subordinated debt securities due 2029 to its newly formed unconsolidated subsidiary Century Bancorp Capital Trust. Century Bancorp Capital Trust then issued 2,875,000 shares of Cumulative Trust Preferred Securities with a liquidation value of $10 per share. These securities pay dividends at an annualized rate of 8.30%. The Company redeemed through its subsidiary, Century Bancorp Capital Trust, its 8.30% Trust Preferred Securities on January 10, 2005. In December 2004, the Company consummated the sale of a trust preferred securities offering, in which it issued $36,083,000 of subordinated debt securities due 2034 to its newly formed unconsolidated subsidiary Century Bancorp Capital Trust II. Century Bancorp Capital Trust II then issued 35,000 shares of Cumulative Trust Preferred Securities with a liquidation value of $1,000 per share. These securities paid dividends at an annualized rate of 6.65% for the first ten years and then converted to the three-month LIBOR rate plus 1.87% for the remaining 20 years. The coupon rate on these securities was 2.38% at December 31, 2015. OTHER BORROWED FUNDS There were no overnight federal funds purchased at December 31, 2015 and 2014. Amount Reclassified from Accumulated (a) Other Comprehensive Income 13. Reclassifications Out of Accumulated Other Comprehensive Income Details about Accumulated Other Comprehensive Income Components Year ended December 31, 2015 Year ended December 31, 2014 Affected line item in the Statement Where Net Income is Presented Unrealized gains and losses on available-for-sale securities Accretion of unrealized losses transferred Amortization of defined benefit pension items Prior-service costs Actuarial gains (losses) Total before tax Tax (expense) or benefit Net of tax Total reclassifications for the period (a) (a) $ $ 594 (233) 361 $ 5,502 (1,919) $ 3,583 $ (10) (1,411) (1,421) 568 $ (853) $ 3,091 $ $ 450 (171) 279 $ 5,192 (2,004) $ 3,188 $ (10) (367) (377) 151 $ (226) $ 3,241 (a) Net gains on sales of investments Provision for income taxes Net income Securities held-to-maturity Provision for income taxes Net income Salaries and employee benefits Salaries and employee benefits (b) Income before taxes (b) Provision for income taxes Net income Net income (b) Amounts in parentheses indicate decreases to profit/loss. These accumulated other comprehensive income components are included in the computation of net periodic pension cost (see employee benefits footnote (Note 17) for additional details). 17495 CB_AR15_Financials_0216 cc15.indd 42 42 2/24/16 9:22 AM Notes to Consolidated Financial Statements Century Bancorp, Inc. AR ’15 14. Earnings per share (“EPS”) Class A and Class B shares participate equally in undistributed earnings. Under the Company’s Articles of Organization, the holders of Class A Common Stock are entitled to receive dividends per share equal to at least 200% of dividends paid, if any, from time to time, on each share of Class B Common Stock. Diluted EPS includes the dilutive effect of common stock equivalents; basic EPS excludes all common stock equivalents. The only common stock equivalents for the Company are the stock options discussed below. The dilutive effect of these stock options for 2015, 2014 and 2013 was an increase of 0, 1,447, and 1,155 shares, respectively. Year Ended December 31, 2015 2014 2013 (in thousands except share and per share data) The following table is a reconciliation of basic EPS and diluted EPS: BASIC EPS COMPUTATION Numerator: Net income, Class A Net income, Class B Denominator: Weighted average shares outstanding, Class A Weighted average shares outstanding, Class B Basic EPS, Class A Basic EPS, Class B DILUTED EPS COMPUTATION Numerator: Net income, Class A Net income, Class B Total net income, for diluted EPS, Class A computation Denominator: Weighted average shares outstanding, basic, Class A Weighted average shares outstanding, Class B Dilutive effect of Class A stock options Weighted average shares outstanding diluted, Class A Weighted average shares outstanding, Class B Diluted EPS, Class A Diluted EPS, Class B $ 18,081 4,940 3,600,729 1,967,180 $ $ 5.02 2.51 $ 17,157 4,703 3,591,732 1,969,030 $ $ 4.78 2.39 $ 15,698 4,348 3,575,683 1,980,855 $ $ 4.39 2.19 $ 18,081 $ 17,157 $ 15,698 4,940 23,021 3,600,729 1,967,180 — 5,567,909 1,967,180 $ $ 4.13 2.51 4,703 21,860 3,591,732 1,969,030 1,447 5,562,209 1,969,030 $ $ 3.93 2.39 4,348 20,046 3,575,683 1,980,855 1,155 5,557,693 1,980,855 $ $ 3.61 2.19 43 17495 CB_AR15_Financials_0216 cc15.indd 43 2/24/16 9:22 AM Notes to Consolidated Financial Statements Century Bancorp, Inc. AR ’15 15. Stockholders’ Equity DIVIDENDS Holders of the Class A common stock may not vote in the election of directors but may vote as a class to approve certain extraordinary corporate transactions. Holders of Class B common stock may vote in the election of directors. Class A common stockholders are entitled to receive dividends per share equal to at least 200% per share of that paid, if any, on each share of Class B common stock. Class A common stock is publicly traded. Class B common stock is not publicly traded; however, it can be converted on a per share basis to Class A common stock at any time at the option of the holder. Dividend payments by the Company are dependent in part on the dividends it receives from the Bank, which are subject to certain regulatory restrictions. STOCK OPTION PLAN During 2000 and 2004, common stockholders of the Company approved stock option plans (the “Option Plans”) that provide for granting of options for not more than 150,000 shares of Class A common stock per plan. Under the Option Plans, all officers and key employees of the Company are eligible to receive nonqualified and incentive stock options to purchase shares of Class A common stock. The Option Plans are administered by the Compensation Committee of the Board of Directors, whose members are ineligible to participate in the Option Plans. Based on management’s recommendations, the Committee submits its recommendations to the Board of Directors as to persons to whom options are to be granted, the number of shares granted to each, the option price (which may not be less than 85% of the fair market value for nonqualified stock options, or the fair market value for incentive stock options, of the shares on the date of grant) and the time period over which the options are exercisable (not more than ten years from the date of grant). There were no options outstanding at December 31, 2015 and December 31, 2014. December 31, 2015 December 31, 2014 December 31, 2013 Stock option activity under the plan is as follows: Amount Shares under option: Outstanding at beginning of year Forfeited Exercised Outstanding at end of year Exercisable at end of year — — — — — $ — — — $ — $ — Weighted Average Exercise Price Weighted Average Exercise Price $ 31.82 31.83 31.81 $ — $ — Amount 20,375 (9,050) (11,325) — — Available to be granted at end of year 233,934 233,934 Weighted Average Exercise Price $ 31.17 26.68 26.76 $ 31.82 $ 31.82 Amount 23,350 (1,350) (1,625) 20,375 20,375 224,884 At December 31, 2013, the options outstanding had exercise prices between $26.68 and $31.83. The weighted average intrinsic value of options exercised for the period ended December 31, 2014, was $8.76 per share with an aggregate value of $99,217. CAPITAL RATIOS The Bank and the Company are subject to various regulatory requirements administered by federal banking agencies. Failure to meet minimum capital requirements can initiate certain mandatory and possibly additional discretionary actions by regulators that, if undertaken, could have a direct material effect on the Bank and Company’s financial statements. Under capital adequacy guidelines and regulatory framework for prompt corrective action, the Bank and Company must meet specific capital guidelines that involve quantitative measures of the Bank and Company’s assets and liabilities, and certain off-balance-sheet items as calculated under regulatory accounting practices. The Bank and Company’s capital amounts and classification are also subject to qualitative judgments by the regulators about components, risk weightings and other factors. Quantitative measures established by regulation to ensure capital adequacy require the Bank and the Company to maintain minimum amounts and ratios (set forth in the table below) of total and Tier 1 capital (as defined in the regulation) to risk-weighted assets (as defined) and Tier 1 capital (as defined) to average assets (as defined). Management believes, as of December 31, 2015, that the Bank and the Company meet all capital adequacy requirements to which they are subject. The Basel Committee has issued capital standards entitled “Base III: A global framework for more resilient banks and banking systems” (Basel III). The Federal Reserve has finalized its rule implementing the Basel III regulatory capital framework. The rule was effective in January 2015 and sets the Basel III minimum Regulatory capital requirements. To be categorized as well capitalized, the Bank must maintain minimum total risk-based, Common Equity tier 1, tier 1 risk-based, and Tier 1 leverage ratios as set forth in the table. There are no conditions or events since that notification that management believes would cause a change in the Bank’s categorization. 17495 CB_AR15_Financials_0216 cc15.indd 44 44 2/24/16 9:22 AM Notes to Consolidated Financial Statements Century Bancorp, Inc. AR ’15 The Bank’s actual capital amounts and ratios are presented in the following table: Actual Amount As of December 31, 2015 (Basel III) Total Capital (to Risk-Weighted Assets) Tier 1 Capital (to Risk-Weighted Assets) Common Equity Tier 1 Capital (to Risk-Weighted Assets) Tier 1 Capital (to 4th Qtr. Average Assets) $ 278,769 255,694 255,694 255,964 Ratio 12.03 % 11.04 % 11.04 % 6.48 % As of December 31, 2014 Total Capital (to Risk-Weighted Assets) Tier 1 Capital (to Risk-Weighted Assets) Tier 1 Capital (to 4th Qtr. Average Assets) $ 254,742 232,592 232,592 14.38 % 13.13 % 6.52 % The Company’s actual capital amounts and ratios are presented in the following table: Ratio Actual Amount As of December 31, 2015 (Basel III) Total Capital (to Risk-Weighted Assets) Tier 1 Capital (to Risk-Weighted Assets) Common Equity Tier 1 Capital (to Risk-Weighted Assets) Tier 1 Capital (to 4th Qtr. Average Assets) As of December 31, 2014 Total Capital (to Risk-Weighted Assets) Tier 1 Capital (to Risk-Weighted Assets) Tier 1 Capital (to 4th Qtr. Average Assets) $ 291,635 268,560 233,560 268,560 12.54 % 11.55 % 10.04 % 6.79 % $ 269,044 246,798 246,798 15.12 % 13.87 % 6.91 % For Capital Adequacy Purposes Amount Ratio $ 185,320 138,990 104,242 157,734 $ 141,747 70,873 142,630 8.00 % 6.00 % 4.50 % 4.00 % 8.00 % 4.00 % 4.00 % For Capital Adequacy Purposes Amount Ratio $ 186,021 139,515 104,637 158,114 $ 142,366 71,183 142,930 8.00 % 6.00 % 4.50 % 4.00 % 8.00 % 4.00 % 4.00 % To Be Well Capitalized Under Prompt Corrective Action Provisions Amount Ratio $ 231,650 10.00 % 185,320 150,572 197,167 8.00 % 6.50 % 5.00 % $ 177,183 10.00 % 106,310 178,287 6.00 % 5.00 % To Be Well Capitalized Under Prompt Corrective Action Provisions Amount Ratio $ 232,526 10.00 % 186,021 151,142 197,642 8.00 % 6.50 % 5.00 % $ 177,957 10.00 % 106,774 178,663 6.00 % 5.00 % 16. Income Taxes 2015 2014 2013 (dollars in thousands) The current and deferred components of income tax expense for the years ended December 31, are as follows: Current expense: Federal $ $ $ 3,393 399 3,982 498 3,520 416 State Total current expense Deferred (benefit) expense: Federal State Total deferred benefit Provision for income taxes 3,792 4,480 3,936 (3,098) (161) (3,259) (3,179) (435) (3,614) (2,564) (365) (2,929) $ 533 $ 866 $ 1,007 2015 2014 (dollars in thousands) Income tax accounts included in other assets/liabilities at December 31, are as follows: Currently receivable Deferred income tax asset, net $ 1,217 40,157 $ 707 37,251 Total $ 41,374 $ 37,958 45 17495 CB_AR15_Financials_0216 cc15.indd 45 2/24/16 9:22 AM Notes to Consolidated Financial Statements Century Bancorp, Inc. AR ’15 2015 2014 2013 (dollars in thousands) Differences between income tax expense at the statutory federal income tax rate and total income tax expense are summarized as follows: Federal income tax expense at statutory rates State income tax, net of federal income tax benefit Insurance income Effect of tax-exempt interest Net tax credit Other $ 8,008 157 (375) (6,915) (460) 118 7,727 42 (353) (6,097) (517) 64 7,158 34 (380) (5,348) (572) 115 $ $ Total Effective tax rate $ 533 $ 866 $ 1,007 2.3 % 3.8 % 4.8 % 2015 2014 (dollars in thousands) The following table sets forth the Company’s gross deferred income tax assets and gross deferred income tax liabilities at December 31: Deferred income tax assets: Allowance for loan losses Pension and SERP liability Deferred compensation AMT credit Unrealized losses on securities transferred to held-to-maturity Depreciation Accrued bonus Acquisition premium Nonaccrual interest Unrealized (gains) losses on securities available-for-sale $ $ 9,852 8,714 8,495 7,041 4,667 673 508 231 138 108 52 26 173 9,550 7,806 7,447 4,630 6,586 366 613 334 148 (103) 88 26 136 Limited partnerships Investments write down Other Gross deferred income tax asset Deferred income tax liabilities: Mortgage servicing rights Gross deferred income tax liability Deferred income tax asset net 40,678 37,627 (521) (521) (376) (376) $ 40,157 $ 37,251 Based on the Company’s historical and current pre-tax earnings, management believes it is more likely than not that the Company will realize the deferred income tax asset existing at December 31, 2015. Management believes that existing net deductible temporary differences which give rise to the deferred tax asset will reverse during periods in which the Company generates net taxable income. In addition, gross deductible temporary differences are expected to reverse in periods during which offsetting gross taxable temporary differences are expected to reverse. Factors beyond management’s control, such as the general state of the economy and real estate values, can affect future levels of taxable income, and no assurance can be given that sufficient taxable income will be generated to fully absorb gross deductible temporary differences. The Company is in an Alternative Minimum Tax (“AMT”) credit position. The AMT credit is carried as a deferred asset and has an indefinite life. The Company has potential tax planning strategies available which support the deferred AMT credit and, at this time, no valuation allowance is needed. The Company and its subsidiaries file a consolidated federal tax return. The Company is subject to federal and state examinations for tax years after December 31, 2011. 17. Employee Benefits The Company has a Qualified Defined Benefit Pension Plan (the “Plan”), which had been offered to all employees reaching minimum age and service requirements. In 2006, the Bank became a member of the Savings Bank Employees Retirement Association (“SBERA”) within which it then began maintaining the Qualified Defined Benefit Pension Plan. SBERA offers a common and collective trust as the underlying investment structure for its retirement plans. The target allocation mix for the common and collective trust portfolio calls for an equity-based investment deployment range of 40% to 64% of total portfolio assets. The remainder of the portfolio is allocated to fixed income securities with target range of 15% to 25% and other investments including global asset allocation and hedge funds from 20% to 36%. The Trustees of SBERA, through its Investment Committee, select investment managers for the common and collective trust portfolio. A professional investment advisory firm is retained by the Investment Committee to provide allocation analysis, performance measurement and to assist with manager searches. The overall investment objective is to diversify investments across a spectrum of investment types to limit risks from large market swings. The Company closed the plan to employees hired after March 31, 2006. 17495 CB_AR15_Financials_0216 cc15.indd 46 46 2/24/16 9:22 AM Notes to Consolidated Financial Statements Century Bancorp, Inc. AR ’15 The measurement date for the Plan is December 31 for each year. The benefits expected to be paid in each year from 2016 to 2020 are $1,289,000, $1,374,000, $1,395,000, $1,452,000, and $1,589,000, respectively. The aggregate benefits expected to be paid in the five years from 2021 to 2025 are $9,542,000. The Company plans to contribute $2,075,000 to the Plan in 2016. Percent Asset Category Level 1 Level 3 Level 2 Total (dollars in thousands) The fair value of plan assets and major categories as of December 31, 2015, is as follows: $ 20,627 Collective fund 5,990 Equity securities 4,001 Mutual funds 2,524 Hedge funds 575 Short-term investments 61.2 % 17.7 % 11.9 % 7.5 % 1.7 % 100.0 % $ 33,717 $ 4,307 5,990 4,001 — 575 $ 14,873 $ 16,320 — — — — $ 16,320 $ — — — 2,524 — $ 2,524 Asset Category Percent Total Level 1 Level 2 Level 3 (dollars in thousands) The fair value of plan assets and major categories as of December 31, 2014, is as follows: Collective funds Equity securities Mutual funds Hedge funds Short-term investments LEVEL 1 53.4 % 23.1 % 15.5 % 7.0 % 1.0 % 100.0 % $ 18,069 7,797 5,244 2,360 342 $ 33,812 $ 2,757 7,797 4,762 — 342 $ 15,658 $ 15,312 — 482 — — $ 15,794 $ — — — 2,360 — $ 2,360 The plan assets measured at fair value in Level 1 are based on quoted market prices in an active exchange market. LEVEL 2 Plan assets measured at fair value in Level 2 are based on pricing models that consider standard input factors, such as observable market data, benchmark yields, interest rate volatilities, broker/dealer quotes, credit spreads and new issue data. LEVEL 3 Plan assets measured at fair value in Level 3 are based on unobservable inputs, which includes SBERA’s assumptions and the best information available under the circumstance. Level 3 assets consist of hedge funds. The underlying assets are valued based upon quoted exchange prices, over-the-counter trades, bid/ask prices, relative value assessments based on market conditions, and other information, as available. Further adjustments may be made based on factors impacting liquidity. The asset or liability’s fair value measurement level within fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. Valuation techniques used need to maximize the use of observable inputs and minimize the use of unobservable inputs. Below is a description of the valuation methodologies used for assets measured at fair value. The Trust reports bonds and other obligations, short-term investments and equity securities at fair values based on published quotations, Collective funds and hedge funds (Funds) are valued in accordance with valuations provided by such Funds, which generally value marketable securities at the last reported sales price on the valuation date and other investments at fair value, as determined by each Fund’s manager. The preceding methods described may produce a fair value calculation that may not be indicative of net realizable value or reflective of future values. Furthermore, although the Trust believes its valuation methods are appropriate and consistent with other market participants, the use of different methodologies to determine the fair value of certain financial instruments could result in a different fair value measurement at the reporting date. Year Ended December 31, 2015 2014 (dollars in thousands) The changes in Level 3 securities are shown in the table below: Balance at beginning of year Purchases Redemptions Actual return – assets still being held $ 2,360 224 (40) (20) Balance at end of year $ 2,524 $ 2,256 32 (58) 130 $ 2,360 There were no transfers in or out of level 3 during the year ended December 31, 2015 and 2014. 47 17495 CB_AR15_Financials_0216 cc15.indd 47 2/24/16 9:22 AM Notes to Consolidated Financial Statements Century Bancorp, Inc. AR ’15 The performance of the plan assets is dependent upon general market conditions and specific conditions related to the issuers of the underlying securities. The Company has a Supplemental Executive Insurance/Retirement Plan (the Supplemental Plan), which is limited to certain officers and employees of the Company. The Supplemental Plan is voluntary. Under the Supplemental Plan, each participant will receive a retirement benefit based on compensation and length of service. Life insurance policies, which are owned by the Company, are purchased covering the lives of each participant. The benefits expected to be paid in each year from 2016 to 2020 are $1,594,000, $2,013,000, $1,993,000, $1,992,000 and $1,954,000, respectively. The aggregate benefits expected to be paid in the five years from 2021 to 2025 are $11,571,000. Defined Benefit Pension Plan 2015 2014 2015 2014 Supplemental Insurance/ Retirement Plan (dollars in thousands) Change projected in benefit obligation Benefit obligation at beginning of year Service cost Interest cost Actuarial (gain)/loss Benefits paid $ 40,011 1,343 1,576 (3,424) (909) $ 29,879 1,034 1,467 8,398 (767) $ 31,989 1,589 1,365 4,304 (1,043) $ 25,502 1,555 1,325 4,650 (1,043) Projected benefit obligation at end of year $ 38,597 $ 40,011 $ 38,204 $ 31,989 Change in plan assets Fair value of plan assets at beginning of year Actual return on plan assets Employer contributions Benefits paid Fair value of plan assets at end of year (Unfunded) Funded status Accumulated benefit obligation Weighted-average assumptions as of December 31 Discount rate — Liability Discount rate — Expense Expected return on plan assets Rate of compensation increase Components of net periodic benefit cost Service cost Interest cost Expected return on plan assets Recognized prior service cost Recognized net losses Net periodic cost (benefit) Other changes in plan assets and benefit obligations recognized in other comprehensive income Amortization of prior service cost Net (gain) loss Total recognized in other comprehensive income Total recognized in net periodic benefit cost and other comprehensive income $ $ $ $ $ 33,812 (1,186) 2,000 (909) 33,717 (4,880) 38,597 4.18 % 4.00 % 8.00 % 4.00 % 1,343 1,576 (2,749) (104) 812 $ $ $ $ $ 32,322 1,337 920 (767) 33,812 (6,199) 40,011 4.00 % 5.00 % 8.00 % 4.00 % 1,034 1,467 (2,543) (104) 12 $ $ (38,204) 34,884 $ $ (31,989) 29,023 4.03 % 4.00 % NA 4.00 % 1,589 1,365 — 114 599 $ 4.00 % 5.00 % NA 4.00 % 1,555 1,325 — 114 355 $ $ 878 $ (134) $ 3,667 $ 3,349 $ 104 (301) (197) $ 104 9,592 9,696 $ (114) 3,705 3,591 $ (114) 4,268 4,154 $ 681 $ 9,562 $ 7,258 $ 7,503 (dollars in thousands) Prior service cost Net actuarial loss Total December 31, 2015 Supplemental Plan Plan Total Plan December 31, 2014 Supplemental Plan Total $ 308 (12,652) $ (763) (15,874) $ (455) (28,526) $ 412 (12,953) $ (877) (12,169) $ (465) (25,122) $ (12,344) $ (16,637) $ (28,981) $ (12,541) $ (13,046) $ (25,587) 17495 CB_AR15_Financials_0216 cc15.indd 48 48 2/24/16 9:22 AM Notes to Consolidated Financial Statements Century Bancorp, Inc. AR ’15 The following table summarizes the amounts included in Accumulated Other Supplemental Comprehensive Loss at December 31, 2015, expected to be recognized as Plan components of net periodic benefit cost in the next year: Amortization of prior service cost to be Plan recognized in 2016 Amortization of loss to be recognized in 2016 $ (104) 801 $ 114 804 These financial instruments primarily include commitments to originate and sell loans, standby letters of credit, unused lines of credit and unadvanced portions of construction loans. The instruments involve, to varying degrees, elements of credit and interest rate risk in excess of the amount recognized in the consolidated balance sheet. The contract or notional amounts of those instruments reflect the extent of involvement the Company has in these particular classes of financial instruments. Assumptions for the expected return on plan assets and discount rates in the Company’s Plan and Supplemental Plan are periodically reviewed. As part of the review, management in consultation with independent consulting actuaries performs an analysis of expected returns based on the plan’s asset allocation. This forecast reflects the Company’s and actuarial firm’s expected return on plan assets for each significant asset class or economic indicator. The range of returns developed relies on forecasts and on broad market historical benchmarks for expected return, correlation and volatility for each asset class. Also, as a part of the review, the Company’s management in consultation with independent consulting actuaries performs an analysis of discount rates based on expected returns of high-grade fixed income debt securities. Effective January 1, 2016, the Company changed its estimate of the service and interest components of the net periodic benefit cost. Previously, the Company estimated the service and interest cost components utilizing a single weighted- average discount rate derived from the yield curve used to measure the benefit obligation. The new estimate utilizes a full yield curve approach in the estimation of these components by applying the specific spot rates along the yield curve used in the determination of the benefit obligation to their underlying projected cash flows. The new estimate provided a more precise measurement of service and interests costs by improving the correlation between projected benefit cash flows and their corresponding spot rates. The change does not affect the measurement of the Company’s benefit obligations and it is accounted for as a change in accounting estimate, which is applied prospectively. For 2016, the change in estimate is expected to reduce periodic plan cost by $859,000 compared to the prior estimate. Mortality assumptions are based on the RP 2015 Mortality Table projected with Scale MP 2015. The Company offers a 401(k) defined contribution plan for all employees reaching minimum age and service requirements. The plan is voluntary and employee contributions are matched by the Company at a rate of 33.3% for the first 6% of compensation contributed by each employee. The Company’s match totaled $403,000 for 2015, $346,000 for 2014 and $322,000 for 2013. Administrative costs associated with the plan are absorbed by the Company. The Company has a cash incentive plan that is designed to reward our executives and officers for the achievement of annual financial performance goals of the Company as well as business line, department and individual performance. The plan supports the philosophy that management be measured for their performance as a team in the attainment of these goals. Discretionary bonus expense amounted to $1,178,000, $1,434,000 and $1,313,000 in 2015, 2014, and 2013, respectively. The Company does not offer any postretirement programs other than pensions. 18. Commitments and Contingencies A number of legal claims against the Company arising in the normal course of business were outstanding at December 31, 2015. Management, after reviewing these claims with legal counsel, is of the opinion that their resolution will not have a material adverse effect on the Company’s consolidated financial position or results of operations. 19. Financial Instruments with Off-Balance-Sheet Risk The Company is party to financial instruments with off-balance-sheet risk in the normal course of business to meet the financing needs of its customers. 49 The Company’s exposure to credit loss in the event of nonperformance by the other party to the financial instrument for loan commitments, standby letters of credit and unadvanced portions of construction loans is represented by the contractual amount of those instruments. The Company uses the same credit policies in making commitments and conditional obligations as it does for on- Contract or Notional Amount balance-sheet instruments. Financial instruments with off-balance-sheet risk at December 31 are as follows: (dollars in thousands) 2015 2014 Financial instruments whose contract amount represents credit risk: Commitments to originate 1–4 family mortgages $ 5,638 $ 3,215 Standby and commercial letters of credit 4,936 8,057 Unused lines of credit 320,874 298,279 Unadvanced portions of construction loans 11,589 Unadvanced portions of other loans 41,717 3,035 17,186 Commitments to originate loans, unadvanced portions of construction loans, unused lines of credit and unused letters of credit are generally agreements to lend to a customer, provided there is no violation 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 many of the commitments are expected to expire without being drawn upon, the total commitment amounts do not necessarily represent future cash requirements. The Company evaluates each customer’s creditworthiness on a case-by-case basis. The amount of collateral obtained, if deemed necessary by the Company upon extension of credit, is based on management’s credit evaluation of the borrower. Standby letters of credit are conditional commitments issued by the Company to guarantee the performance by a customer to a third party. The credit risk involved in issuing letters of credit is essentially the same as that involved in extending loan facilities to customers. Year ended December 31, 2015 2014 2013 20. Other Operating Expenses (dollars in thousands) Marketing Software maintenance/amortization Legal and audit Contributions Processing services Consulting Postage and delivery Supplies Telephone Directors’ fees Insurance Other $ 1,849 1,670 1,269 690 1,002 1,050 905 965 804 377 301 1,826 $ 1,793 1,524 1,072 735 944 964 964 870 753 389 304 1,520 $ 1,749 1,417 1,281 673 812 874 939 848 719 373 295 1,500 Total $ 12,708 $ 11,832 $ 11,480 17495 CB_AR15_Financials_0216 cc15.indd 49 2/24/16 9:22 AM Notes to Consolidated Financial Statements Century Bancorp, Inc. AR ’15 21. Fair Values of Financial Instruments The following methods and assumptions were used by the Company in estimating fair values of its financial instruments. Excluded from this disclosure are all non financial instruments. Accordingly, the aggregate fair value amounts presented do not represent the underlying value of the Company. The assumptions used below are expected to approximate those that market participants would use in valuing these financial instruments. Fair value estimates are made at a specific point in time, based on available market information and judgments about the financial instrument, including estimates of timing, amount of expected future cash flows and the credit standing of the issuer. Such estimates do not consider the tax impact of the realization of unrealized gains or losses. In some cases, the fair value estimates cannot be substantiated by comparison to independent markets. In addition, the disclosed fair value may not be realized in the immediate settlement of the financial instrument. Care should be exercised in deriving conclusions about our business, its value or financial position based on the fair value information of financial instruments presented below. SECURITIES HELD-TO-MATURITY The fair values of these securities were based on quoted market prices, where available, as provided by third-party investment portfolio pricing vendors. If quoted market prices were not available, fair values provided by the vendors were based on quoted market prices of comparable instruments in active markets and/or based on a matrix pricing methodology which employs The Bond Market Association’s standard calculations for cash flow and price/yield analysis, live benchmark bond pricing and terms/condition data available from major pricing sources. Management regards the inputs and methods used by third party pricing vendors to be “Level 2 inputs and methods” as defined in the “fair value hierarchy” provided by FASB. LOANS For variable-rate loans, that reprice frequently and with no significant change in credit risk, fair values are based on carrying amounts. The fair value of other loans is estimated using discounted cash flow analysis, based on interest rates currently being offered for loans with similar terms to borrowers of similar credit quality. Incremental credit risk for nonperforming loans has been considered. TIME DEPOSITS The fair value of time deposits was estimated using a discounted cash flow approach that applies prevailing market interest rates for similar maturity instruments. The fair values of the Company’s time deposit liabilities do not take into consideration the value of the Company’s long-term relationships with depositors, which may have significant value. OTHER BORROWED FUNDS The fair value of other borrowed funds is based on the discounted value of contractual cash flows. The discount rate used is estimated based on the rates currently offered for other borrowed funds of similar remaining maturities. SUBORDINATED DEBENTURES The fair value of subordinated debentures is based on the discounted value of contractual cash flows. The discount rate used is estimated based on the rates currently offered for other subordinated debentures of similar remaining maturities. The following presents (in thousands) the carrying amount, estimated fair value, and placement in the fair value hierarchy of the Company’s financial instruments as of December 31, 2015 and December 31, 2014. This table excludes financial instruments for which the carrying amount approximates fair value. Financial assets Estimated for which the fair value approximates carrying value include cash and cash equivalents, short-term investments, FHLBB stock and accrued interest receivable. Financial Level 3 Inputs Fair Value liabilities for which the fair value approximates carrying value include non-maturity deposits, short-term borrowings and accrued interest payable. (dollars in thousands) Fair Value Measurements Carrying Amount Level 2 Inputs Level 1 Inputs December 31, 2015 Financial assets: Securities held-to-maturity Loans(1) Financial liabilities: Time deposits Other borrowed funds Subordinated debentures December 31, 2014 Financial assets: Securities held-to-maturity Loans(1) Financial liabilities: Time deposits Other borrowed funds Subordinated debentures (1) $ 1,438,903 1,708,461 $ 1,438,960 1,677,270 473,426 368,000 36,083 474,046 372,209 36,083 $ 1,406,792 1,309,048 $ 1,413,603 1,291,550 383,145 395,500 36,083 387,919 400,196 36,083 $ $ — — — — — — — — — — $ 1,438,960 — $ — 1,677,270 474,046 372,209 — — — 36,083 $ 1,413,603 — $ — 1,291,550 387,919 400,196 — — — 36,083 Comprised of loans (including collateral dependent impaired loans), net of deferred loan costs and the allowance for loan losses. 17495 CB_AR15_Financials_0216 cc15.indd 50 50 2/24/16 9:22 AM Notes to Consolidated Financial Statements Century Bancorp, Inc. AR ’15 LIMITATIONS Fair value estimates are made at a specific point in time, based on relevant market information and information about the type of financial instrument. These estimates do not reflect any premium or discount that could result from offering for sale at one time the Bank’s entire holdings of a particular financial instrument. Because no active market exists for some of the Bank’s financial instruments, fair value estimates are based on judgments regarding future expected loss experience, cash flows, current economic conditions, risk characteristics and other factors. These estimates are subjective in nature and involve uncertainties and matters of significant judgment and therefore cannot be determined with precision. Changes in assumptions and changes in the loan, debt and interest rate markets could significantly affect the estimates. Further, the income tax ramifications related to the realization of the unrealized gains and losses can have a significant effect on the fair value estimates and have not been considered. 2015 Quarters Second Fourth Third First 22. Quarterly Results of Operations (unaudited) (in thousands, except share data) Interest income Interest expense Net interest income Provision for loan losses Net interest income after provision for loan losses Other operating income Operating expenses Income before income taxes Provision for income taxes Net income Share data: Average shares outstanding, basic Class A Class B Average shares outstanding, diluted Class A Class B Earnings per share, basic Class A Class B Earnings per share, diluted Class A Class B 2014 Quarters (in thousands, except share data) Interest income Interest expense Net interest income Provision for loan losses Net interest income after provision for loan losses Other operating income Operating expenses Income before income taxes Provision for income taxes Net income Share data: Average shares outstanding, basic Class A Class B Average shares outstanding, diluted Class A Class B Earnings per share, basic Class A Class B Earnings per share, diluted Class A Class B 51 $ $ 22,496 5,274 17,222 — 17,222 4,448 15,794 5,876 (95) $ 5,971 $ 23,750 5,134 18,616 — 18,616 3,830 16,100 6,346 180 6,166 3,600,729 1,967,180 5,567,909 1,976,180 3,600,729 1,967,180 5,567,909 1,967,180 $ $ 22,675 4,961 17,714 — 17,714 4,210 15,766 6,158 233 5,925 3,600,729 1,967,180 5,567,909 1,967,180 $ $ $ $ $ $ 1.30 0.65 1.07 0.65 Fourth 21,062 4,840 16,222 400 15,822 4,428 14,506 5,744 121 5,623 3,600,664 1,967,180 5,567,855 1,976,180 $ $ $ $ 1.23 0.61 1.01 0.61 $ $ $ $ $ $ 1.35 0.67 1.11 0.67 Third 21,624 4,879 16,745 600 16,145 3,758 13,976 5,927 221 5,706 3,594,583 1,967,180 5,563,278 1,967,180 $ $ $ $ 1.25 0.62 1.03 0.62 $ $ $ $ $ $ 1.29 0.65 1.06 0.65 21,554 4,800 16,754 450 16,304 3,615 14,089 5,830 231 5,599 3,589,125 1,967,580 5,558,032 1,967,580 $ $ $ $ 1.22 0.61 1.01 0.61 $ 21,172 4,765 16,407 200 16,207 3,505 14,538 5,174 215 4,959 $ 3,600,729 1,967,180 5,567,909 1,967,180 $ $ $ $ 1.08 0.54 0.89 0.54 $ 21,131 4,617 16,514 600 15,914 3,470 14,159 5,225 293 4,932 $ 3,582,421 1,974,180 5,558,177 1,974,180 $ $ $ $ 1.08 0.54 0.89 0.54 Second First 17495 CB_AR15_Financials_0216 cc15.indd 51 2/24/16 9:22 AM Notes to Consolidated Financial Statements Century Bancorp, Inc. AR ’15 23. Parent Company Financial Statements The balance sheets of Century Bancorp, Inc. (“Parent Company”) as of December 31, 2015 and 2014 and the statements of income and cash flows for each of the BALANCE SHEETS years in the three-year period ended December 31, 2015, are presented below. The statements of changes in stockholders’ equity are identical to the consolidated December 31, 2015 statements of changes in stockholders’ equity and are therefore not presented here. (dollars in thousands) 2014 ASSETS: Cash Investment in subsidiary, at equity Other assets Total assets LIABILITIES AND STOCKHOLDERS’ EQUITY: Liabilities Subordinated debentures Stockholders’ equity Total liabilities and stockholders’ equity STATEMENTS OF INCOME Year Ended December 31, (dollars in thousands) Income: Dividends from subsidiary Interest income from deposits in bank Other income Total income Interest expense Operating expenses Income before income taxes and equity in undistributed income of subsidiary Benefit from income taxes Income before equity in undistributed income of subsidiary Equity in undistributed income of subsidiary Net income STATEMENTS OF CASH FLOWS December 31, (dollars in thousands) $ 5,230 236,629 8,808 $ 250,667 $ 40 36,083 214,544 $ 250,667 7,674 $ 213,245 7,700 $ 228,619 $ 36 36,083 192,500 $ 228,619 2015 2014 2013 $ 1,500 13 24 1,537 792 212 533 (328) 861 22,160 $ 23,021 $ — 21 72 93 2,329 204 (2,440) (830) (1,610) 23,470 $ 21,860 $ — 28 72 100 2,400 208 (2,508) (853) (1,655) 21,701 $ 20,046 2015 2014 2013 CASH FLOWS FROM OPERATING ACTIVITIES: Net income Adjustments to reconcile net income to net cash provided by operating activities $ 23,021 $ 21,860 $ 20,046 Undistributed income of subsidiary Depreciation and amortization Increase in other assets Decrease in liabilities Net cash (used in) operating activities CASH FLOWS FROM FINANCING ACTIVITIES: Net proceeds from the exercise of stock options Cash dividends paid Net cash used in financing activities Net (decrease) in cash Cash at beginning of year Cash at end of year (22,160) 3 (1,112) 4 (244) — (2,200) (2,200) (2,444) 7,674 (23,470) 12 (1,067) (71) (2,736) 361 (2,196) (1,835) (4,571) 12,245 $ 5,230 $ 7,674 (21,701) 12 (3,500) — (5,143) 43 (2,191) (2,148) (7,291) 19,536 $ 12,245 17495 CB_AR15_Financials_0216 cc15.indd 52 52 2/24/16 9:22 AM Report of Independent Registered Public Accounting Firm Century Bancorp, Inc. AR ’15 KPMG LLP Independent Registered Public Accounting Firm Two Financial Center 60 South Street Boston, Massachusetts 02111-2759 The Board of Directors and Stockholders Century Bancorp, Inc.: We have audited the accompanying consolidated balance sheets of Century Bancorp, Inc. and its subsidiary as of December 31, 2015 and 2014 and the related consolidated statements of income, comprehensive income, changes in stockholders’ equity, and cash flows for each of the years in the three-year period ended December 31, 2015. These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Century Bancorp, Inc. and its subsidiary as of December 31, 2015 and 2014 and the results of their operations and their cash flows for each of the years in the three-year period ended December 31, 2015, in conformity with U.S. generally accepted accounting principles. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), Century Bancorp, Inc.’s internal control over financial reporting as of December 31, 2015, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) and our report dated March 9, 2016, expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting. Boston, Massachusetts March 9, 2016 53 17495 CB_AR15_Financials_0216 cc15.indd 53 2/24/16 9:22 AM Report of Independent Registered Public Accounting Firm Century Bancorp, Inc. AR ’15 KPMG LLP Independent Registered Public Accounting Firm Two Financial Center 60 South Street Boston, Massachusetts 02111-2759 The Board of Directors and Stockholders Century Bancorp, Inc.: We have audited Century Bancorp, Inc.’s internal control over financial reporting as of December 31, 2015, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Century Bancorp, Inc.’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying “Management’s Report on Internal Control Over Financial Reporting.” Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion. A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. In our opinion, Century Bancorp, Inc. maintained, in all material respects, effective internal control over financial reporting as of December 31, 2015, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheets of Century Bancorp, Inc. as of December 31, 2015 and 2014 and the related consolidated statements of income, comprehensive income, changes in stockholders’ equity, and cash flows for each of the years in the three-year period ended December 31, 2015, and our report dated March 9, 2016, expressed an unqualified opinion on those consolidated financial statements. Boston, Massachusetts March 9, 2016 17495 CB_AR15_Financials_0216 cc15.indd 54 54 2/24/16 9:22 AM Management’s Report on Internal Control Over Financial Reporting Century Bancorp, Inc. AR ’15 CENTURY BANCORP, INC. 400 Mystic Avenue Medford, Massachusetts 02155 We, together with the other members of executive management of Century Bancorp, Inc. and our subsidiary (the “Company”), are responsible for establishing and maintaining adequate internal control over financial reporting. The Company’s internal control system was designed to provide reasonable assurance to the Company’s management and board of directors regarding the preparation and fair presentation of published financial statements. All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. The Company’s management assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, 2015. In making this assessment, it used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in Internal Control – Integrated Framework (2013). Based on our assessment, we believe that, as of December 31, 2015, the Company’s internal control over financial reporting is effective based on those criteria. The Company’s independent registered public accounting firm has issued an audit report on the effectiveness of the Company’s internal control over financial reporting. Their report appears on page 54. Barry R. Sloane President & CEO March 9, 2016 William P. Hornby, CPA Chief Financial Officer & Treasurer 55 17495 CB_AR15_Financials_0216 cc15.indd 55 2/24/16 9:22 AM Notes Century Bancorp, Inc. AR ’15 17495 CB_AR15_Financials_0216 cc15.indd 56 56 2/24/16 9:22 AM Stockholder Information Corporate Headquarters Transfer Agent and Registrar Century Bank 400 Mystic Avenue Medford, MA 02155-6316 TEL (866) 823-6887 CenturyBank.com Annual Meeting Computershare Investor Services P.O. Box 30170 College Station, TX 77842-3170 TEL (781) 575-3400 Computershare.com The annual meeting of stockholders will be held on Tuesday, April 12, 2016, at 10:00 a.m. The meeting will take place at Century Bank, 400 Mystic Avenue, Medford, MA. Stock Listing Century Bancorp, Inc. became a public company in 1987. Century’s Class A Common Stock is listed on the NASDAQ market and is traded under the symbol “CNBKA.” 10-K Report A copy of the Company’s annual report to the Securities and Exchange Commission on Form 10-K may be obtained without charge upon written request to: Century Bancorp, Inc., Investor Relations, 400 Mystic Avenue, Medford, MA 02155 or online at http://www.centurybank.com/about/investorrelations. 17495 CB_AR15_Financials_0216 cc15.indd 57 2/24/16 9:22 AM Chairman’s Message We are the largest family controlled bank in New England, an attribute that summarizes the uniqueness of our management style and ethical manner of operation. What began 47 years ago with determination and focus has evolved into my legacy. Having watched generations of banks and bankers come and go, I believe I’ve accumulated some wisdom along the way. It is important I acknowledge the retirement of founding Board Member, Prof. Marshall I. Goldman, PhD, one of our longest serving members with 47 years of service. In light of his extraordinary contribution to the Bank, our Board appointed Dr. Goldman as Director Emeritus. I also want to acknowledge the retirement of Board Member Stephanie Sonnabend, with 18 years of service. I am extremely grateful for their combined years of tireless service, wisdom, and advice. I’m also excited to welcome two new Directors, Louis J. Grossman and Jo Ann Simons, who were elected to the Board of Directors starting in January 2016. Both represent the highest standards of leadership while each provides a unique perspective during this important period of growth and heightened focus on delivering value for our clients and shareholders. The bank has carefully nurtured long-term relationships with many successful businesses whose families are now contemplating retirement and succession planning. We are uniquely positioned to understand the dynamics of the family business enabling us to provide expert advice and prospective from a position of experience. Our Wealth Management Division provides customized solutions not only to finance the transfer of the business to About Century Headquarters Century Bancorp, Inc. is a $3.9 billion banking and financial services company headquartered in Medford, Massachusetts. The Company operates 27 banking offices in 20 cities and towns in Massachusetts and provides a full range of business, personal, and institutional services. Allston Andover Back Bay Beverly the next generation but also enable families to maintain their legacy and lifestyle. Braintree Brookline Burlington Cambridge Century Bank’s great managers, premier financial strength and family values combine to create a unique organization in today’s financial world. Our amalgamation of strengths greatly benefits our customers and our shareholders, and it will only become more advantageous over time. We’re proud of our achievements in 2015, and may 2016 be another year where we excel financially and in our social mission. Marshall M. Sloane, Founder and Chairman Chestnut Hill Square Coolidge Corner Everett Federal Street Fellsway Lynn Malden Medford Square Newton Centre North End Peabody Quincy Salem Somerville State Street Wellesley Pictured from left: Executive Vice President Linda Sloane Kay; Founder & Chairman Marshall M. Sloane; and President & CEO Barry R. Sloane Winchester Woburn Our family’s bank. And yours. 17495 ANNUAL_2015_EDITORIAL_V13 cc15.indd 2 3/2/16 11:33 AM 2015 Annual Report Our family’s bank. And yours. 400 Mystic Avenue, Medford, MA 02155 (866) 823-6887 CenturyBank.com Uniqueness Billions in assets Thousands of customers Dozens of locations 1 unique bank Equal Housing Lender/Member FDIC © 2016 Century Bancorp, Inc. All rights reserved. 002-CSN5E02 17495 ANNUAL_2015_EDITORIAL_V13 cc15.indd 1 3/2/16 12:24 PM