UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
þAnnual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 For the Fiscal Year Ended December 31, 20152017
OR
¨Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Commission File Number: 001-35028
United Financial Bancorp, Inc.
(Exact name of registrant as specified in its charter)
Connecticut 27-3577029
(State or other jurisdiction of
incorporation or organization)
 
(I.R.S. Employer
Identification No.)
45 Glastonbury Boulevard, Glastonbury,225 Asylum Street, Hartford, Connecticut 0603306103
(Address of principal executive offices) (Zip Code)
(860) 291-3600
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Securities registered pursuant to Section 12(g) of the Act: None
Title of Class Name of each exchange where registered
Common Stock, no par value NASDAQ Global Select Stock Market
Indicate by check mark whetherif the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. ¨  Yes.        þ  No
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15 (d) of the Act. ¨  Yes        þ  No
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    þ  Yes        ¨  No
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    þ  Yes        ¨  No
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.    þ
Indicate by checkmark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer.filer, a smaller reporting company, or emerging growth company. See definitionthe definitions of “large accelerated filer,” “accelerated filerfiler”, “smaller reporting company”, and large accelerated filer”“emerging growth company” in Rule 12B-2 of the Exchange ActAct. (Check one):
Large accelerated filer
ýAccelerated filer¨
 
Non-accelerated filer
Accelerated filer¨ þ(Do not check if a smaller reporting company)
Smaller reporting company¨
 
Non-accelerated filer  ¨
 
Smaller reportingEmerging growth company
¨

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

Indicate by checkmark whether the registrant is a shell company (as defined in Rule 12B-2 of the Act).    Yes  ¨        No  þ
The aggregate market value of voting and non-voting common equity held by non-affiliates of United Financial Bancorp, Inc. as of June 30, 20152017 was $640.2$821.0 million based upon the closing price of $13.45$16.69 as of June 30, 2015,2017, the last business day of the registrant’s most recently completed second quarter. Directors and officers of the Registrant are deemed to be affiliates solely for the purposes of this calculation.
As of February 29, 2016,January 31, 2018, there were 49,969,87851,021,416 shares of Registrant’s common stock outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Registrant’s definitive proxy statement for its Annual Meeting of Stockholders, expected to be filed pursuant to Regulation 14A within 120 days after the end of the 20152017 fiscal year, are incorporated by reference into Part III of this Report on Form 10-K.

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United Financial Bancorp, Inc.
Annual Report on Form 10-K
For the Fiscal Year Ended December 31, 20152017
Table of Contents
  Page No.
 
  
Item 1.
Item 1A.
Item 1B.
Item 2.
Item 3.
Item 4.
 
Item 5.
Item 6.
Item 7.
Item 7A.
Item 8.
Item 9.
Item 9A.
Item 9B.
 
Item 10.
Item 11.
Item 12.
Item 13.
Item 14.
 
Item 15.
Item 16.

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Part I
FORWARD-LOOKING STATEMENTS
This Form 10-K contains forward-looking statements that are within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements are based upon the current beliefs and expectations of our management and are subject to significant risks and uncertainties. These risks and uncertainties could cause our results to differ materially from those set forth in such forward-looking statements.
Forward-looking statements can be identified by the fact that they do not relate strictly to historical or current facts. Words such as “believes,” “anticipates,” “expects,” “intends,” “plans,” “estimates,” “targeted” and similar expressions, and future or conditional verbs, such as “will,” “would,” “should,” “could” or “may” are intended to identify forward-looking statements but are not the only means to identify these statements.
Factors that have a material adverse effect on operations include, but are not limited to, the following:
Local, regional, national and international business or economic conditions may differ from those expected;
The effects of and changes in trade, monetary and fiscal policies and laws, including the U.S. Federal Reserve Board’s interest rate policies, may adversely affect our business;
The ability to increase market share and control expenses may be more difficult than anticipated;
Changes in government regulations (including those concerning taxes, banking, securities and insurance) may adversely affect us or our businesses, including those under the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 and the Basel III update to the Basel Accords;
Changes in accounting policies and practices, as may be adopted by regulatory agencies or the Financial Accounting Standards Board, may affect expected financial reporting;
Future changes in interest rates may reduce our profits which could have a negative impact on the value of our stock;
Technological changes and cyber-security matters;
Changes in demand for loan products, financial products and deposit flow could impact our financial performance;
The timely development and acceptance of new products and services and perceived overall value of these products and services by customers;
Adverse conditions in the securities markets that lead to impairment in the value of securities in our investment portfolio;
Strong competition within our market area may limit our growth and profitability;
We have opened and plan to open additional new branches and/or loan production offices which may not become profitable as soon as anticipated, if at all;
If our allowance for loan losses is not sufficient to cover actual loan losses, our earnings could decrease;
Our stock value may be negatively affected by banking regulations;
Changes in the level of non-performing assets and charge-offs;
Because we intend to continue to increase our commercial real estate and commercial business loan originations, our lending risk may increase, and downturns in the real estate market or local economy could adversely affect our earnings;
The trading volume in our stock is less than in larger publicly traded companies which can cause price volatility, hinder your ability to sell our common stock and may lower the market price of the stock;
We may not manage the risks involved in the foregoing as well as anticipated;
Our ability to attract and retain qualified employees; and
Severe weather, natural disasters, acts of God, war or terrorism and other external events could significantly impact our business.
Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this Form 10-K. Except as required by applicable law or regulation, management undertakes no obligation to update these forward-looking statements to reflect events or circumstances that occur after the date on which such statements were made.


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Item 1.    Business
General
United Financial Bancorp, Inc., a publicly-owned registered financial holding company, is headquartered in Hartford, Connecticut and is a Connecticut corporation. The Company completed the “second-step” conversion from a mutual holding company structure to a stock holding company structure in March 2011. United’s common stock is traded on the NASDAQ Global Select Stock Exchange under the symbol “UBNK.” The Company’s principal asset at December 31, 2017 is the outstanding capital stock of United Bank, a wholly-owned subsidiary of the Company. United had assets of $7.11 billion and equity of $693.3 million at December 31, 2017.
OnnApril 30, 2014, Rockville Financial, Inc. (“Rockville”) completed its merger with United Financial Bancorp, Inc. (“Legacy United”) and changed its legal entity name to United Financial Bancorp, Inc. (the “Company,” “United,” “our,” “we” or “us”). In connection with this merger, Rockville Bank, the Company’s principal asset and wholly-owned subsidiary, completed its merger with Legacy United’s banking subsidiary, United Bank, and changed its name to United Bank (the “Bank”). Discussions throughout this report related to the merger with Legacy United are referred to as the “Merger.” The Merger doubled our size, adding $2.40 billion of assets and $356.4 million of stockholders’ equity, in addition to expanding our branch network and footprint into the Springfield and Worcester regions of Massachusetts.
References in this report to the Company, United, our, we, or us, mean United Financial Bancorp, Inc., a publicly-owned registered bank holding company, is headquartered in Glastonbury, Connecticut and is a Connecticut corporation. The Company completed the “second-step” conversion from a mutual holding company structure to a stock holding company structure in March 2011. United’s common stock is traded on the NASDAQ Global Select Stock Exchange under the symbol “UBNK.” The Company’s principal asset at December 31, 2015 is allits consolidated subsidiaries.
Description of the outstanding capital stock of United Bank, a wholly-owned subsidiary of the Company. United had assets of $6.23 billion and equity of $625.5 million at December 31, 2015.Business
The Bank is a state-chartered stock savings bank organized in Connecticut in 1858. The Company, through United Bank, delivers financial services to individuals, families and businesses primarily in Connecticut and Massachusetts, including retail, commercial and consumer banking, as well as financial advisory services. United maintains 53 retail banking locations, commercial and mortgage loan production offices and 6364 ATMs. Personal and business banking customers also bank with United online through its website at www.bankatunited.com as well as its mobile and telephone banking channels. In
Our Four Key Objectives
The Company seeks to organically grow through favorable risk adjusted returns; continually deliver superior value to its customers, stockholders, employees and communities, and will periodically consider mergers/acquisitions opportunities, through achievement of its four key operating objectives which are to:
1.Align earning asset growth with organic capital and low cost core deposit generation to maintain strong capital and liquidity;
During the year ending December 31, 2017, loans and deposits grew 9.0% and 10.3%, respectively, from the prior year end, and capital grew 5.7% over the same time period.
The Company grew non-interest bearing deposit accounts 10.0% in the year ending December 31, 2017 from the prior year end.

2.Re-mix cash flows into better yielding risk adjusted return on assets with lower funding costs relative to peers;
Growth focused on commercial business, owner occupied commercial real estate loans and home equity loans which increased year over year 16.0%, 7.0% and 8.6%, respectively.
The tax equivalent net interest margin increased five basis points over the prior year period.

3.Invest in people, systems and technology to grow revenue and improve customer experience while maintaining attractive cost structure;
During 2017, the Company continued to make strategic investments in its Information Technology and Project Management human capital to preserve, enhance, and acquire systems and processes that support products and services for our current and prospective customers that have a compelling value proposition.
The Company’s ratio of non-interest expense to average assets improved to 2.08% for the year ended December 31, 2017 compared to 2.10% and 2.25% for the years ended December 31, 2016 and 2015, respectively.

4.Grow operating revenue, maximize operating earnings, grow tangible book value and pay dividends. Achieve more revenue into non-interest income and core fee income;
During 2017, the Bank consolidated five locationsCompany continued its strategy of reducing its effective tax rate through utilization of tax exempt loans, municipal securities, and investments in bank owned life insurance, maintaining entities in our unconsolidated corporate structure that have state tax advantages, and maintaining a portfolio of tax credit investments that include alternative energy and affordable housing. These tax reduction strategies support tangible book value creation. Through effective tax planning strategies that had been put in place by the Company, we

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were able to optimizelimit the impact of the reduction on our deferred tax assets to $1.4 million in 2017 from the enactment of the Tax Cuts and Jobs Act that was signed into law on December 22, 2017. Absent the Tax Cut and Jobs Act the Company’s effective tax rate would have been in line with the previous year’s effective tax rate.
The Company continued to pay its branch network, including four branchesdividend, totaling $0.48 per share in Massachusettseach 2017 and one branch2016, compared to $0.46 per share in Connecticut; opened a mortgage loan production office2015.
Tangible book value per share totaled $11.24 as of December 31, 2017, an increase of $0.71 per share, or 6.7%, compared to $10.53 per share at December 31, 2016, which increased $0.46, per share or 4.6%, in Wellesley, Massachusetts; opened a new full-service banking location on Main Street2016 from December 31, 2015.
Revenue increased $16.5 million, or 8.2%, from 2016 and increased $4.1 million in Glastonbury, Connecticut; and announced the formation of LH-Finance, a division of United Bank, a specialty marine finance business unit that will be based in Baltimore, Maryland, which will originate and underwrite floor plan loans on select premium global marine manufacturers and resulting retail loans.2016, or 2.1%, from 2015.
The Company strives to remain a leader in meeting the financial service needs of the community and to provide superior customer service to the individualsbusinesses and businessesindividuals in the market areas it serves. United Bank is a community-oriented provider of traditional banking products and services to business organizations and individuals, offering products such as residentialcommercial and commercialresidential real estate loans, commercial business loans, consumer loans, a variety of deposit products and financial advisory products and services.
Our business philosophy is to remain a community-oriented franchise and continue to focus on organic growth supplemented through acquisitions/mergers and provide superior customer service to meet the financial needs of the communities in which we operate. Current priorities are to continue efficiency improvements, grow fee income businesses including financial advisory and mortgage banking, expand our commercial business lending activities and grow our deposit base.
Enterprise Risk Management Approach
The Company has made significant investments in its enterprise risk management approach. Management has established committees that manage strategic risks of the Company including oversight of specialized groups that bring in a broader team to address tactical and operational considerations. Board Risk Committee (“BRC”) has oversight over several management committees that report into it, including the Management Asset Liability Committee (“ALCO”) which oversees credit risk management. Credit risk management is overseen by our Chief Credit Officer in conjunction with our Chief Risk Officer.
Risk Committees & Operational Risks
Risk Management Steering Committee (“RMSC”) is responsible for ensuring overall compliance with the Company’s Risk Management Policy. RMSC reviews and approves new or revised business proposals as required by the Risk Management Policy to ensure that the initiative is within the Board approved risk tolerance levels. RMSC oversees and approves risk management practices deployed throughout the Company to assist the Board in identifying, assessing, measuring, controlling and monitoring the various risks that the Company faces. RMSC ensures that a risk management infrastructure is established to manage credit, interest rate, liquidity, market, legal, compliance, strategic, operation, and reputational risks. Further activities of the RMSC, includes reviewing the Risk Management Policy, monitoring exceptions to risk limits and making recommendations to the BRC for revisions to the Company’s risk tolerance levels. RMSC reviews and provides feedback on the annual Company-wide risk assessment report including providing corrective action plans for identified deficiencies, monitoring the Company’s risk profile and its ongoing and potential exposures to internal and external risks; reviews and recommends for approval to the Board Risk Committee the Company’s Business Continuity and Disaster Recovery Plan, Bank Secrecy Act Program, Identity Theft Prevention Program, Annual Information Security Report and the Information Security Program and related policies; as well as review and approval of the Company’s high risk vendors and Incidence Response Plan. The RMSC is chaired by the Chief Risk Officer.
The Management Risk Committee’s (“MRC”) purpose is to review, consider and discuss the macro risks facing the Company.  The Company and the industry are confronted daily with new and ever-changing risks. The degree and magnitude of these risks can change; however, MRC recognizes that these risks can and will remain in some form and can be tied to macro events beyond Management’s control. The MRC functions as a mechanism to educate managers on risk management concepts and to establish open communication channels across business lines in which to understand and manage company-wide business risks and opportunities.  As Management is responsible for identifying, measuring, controlling and monitoring risks across the Company, the MRC is charged with the responsibility for reviewing the results of key risk assessments conducted by Management in the areas of Bank Secrecy Act/Anti-Money Laundering (“BSA/AML”), Customer Identification Program (“CIP”), Office of Foreign Assets Control (“OFAC”), Automated Clearing House (“ACH”), Internal Fraud, Operational, Vendor Management, Information Technology and Information Security recommending further enhancements to the Company’s risk management practices. Additional responsibilities include oversight of the Company’s compliance with Sarbanes-Oxley requirements, the review and approval of new or revised business proposals and staying abreast of new and changing risks facing the banking industry and the Company. Key to providing oversight of potential third-party risks, the MRC is also responsible for reviewing the adequacy of the Company’s formal Vendor Management Program and the ongoing monitoring activities of its significant vendors. The MRC

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members will report on key operational risks affecting their area of responsibilities and risk strategies to be deployed on an ongoing basis. The MRC is chaired by the Chief Risk Officer. The Chief Risk Officer reports directly to the Chief Executive Officer.
The Enterprise Risk Management Department is responsible for the development and ongoing maintenance of a formal Vendor Management Program. This comprehensive program provides the requirements for the selection, due diligence, contract review and ongoing monitoring of vendors to identify, manage and control third-party risks (operational, financial, strategic, compliance, reputational and legal). The Enterprise Risk Management Department updates the Program as necessary to maintain compliance with regulatory requirements and new regulatory guidance. It is the responsibility of Enterprise Risk to oversee the Company’s adherence with this Program and ensure proper vendor documentation is maintained. 
The Company has developed a comprehensive Business Continuity Management (“BCM”) Program framework based on our size and complexity. It’s goal is to minimize financial losses to the institution, serve customers and financial markets with minimal disruptions, and mitigate the negative effects of disruptions on business operations. We manage our Business Continuity Risk by establishing and implementing a policy and associated plans that help to ensure the availability of critical business processes. The BCM Plans reflect the following risk management objectives for the program: prioritization of business objectives and critical operations that are essential for business continuance; development and maintenance of BCM Plans to provide for the recovery and resumption of affected critical processes, including reliance on critical IT Services, Data, Applications & Equipment, Third Party Vendors, Facilities and Personnel. Periodic and as-necessary updates are made to each BCM Plan based on changes in United Bank’s organizational structure or business processes covered by any such plan, audit or independent function recommendations and lessons learned from validation exercises or actual events.

The Company has made significant investments in the creation of a Financial Intelligence Unit (“FIU”) that ensures the Company maintains compliance with the Bank Secrecy Act (“BSA”), USA PATRIOT Act and OFAC regulations. One of the main purposes of the FIU is to identify financial transactions that may involve tax evasion, money laundering or some other criminal activity. The Company has developed a robust BSA Program that includes a system of internal controls to ensure ongoing compliance based on the BSA Risk Assessment; independent audits; designation of a BSA/AML/OFAC Officer responsible for coordinating and monitoring day to day compliance; and training of all appropriate Company personnel on a periodic basis. The Company has developed a risk assessment that identifies the Company’s BSA/AML and OFAC risk profile. Our risk assessment consists of assessment of products, services, customers, entities and geographic locations. The risk assessment program is an ongoing process. The Board of Directors and senior management update the risk assessment periodically or when the Company’s risk profile changes in a material manner such as when new products and services are introduced, existing products and services change, high risk customer’s open and close accounts, or the Company expands through mergers and acquisitions. The Company maintains a comprehensive system for detecting and deterring such transactions that is commensurate with the Company’s risk for money laundering and terrorist financing. The FIU gathers information about the financial affairs of customers, to understand, and predict their intentions.

The Company has established an Information Security Program and dedicated Department to protect customers’, employees’ and stakeholders’ information from unauthorized disclosure, modification and destruction. The Program ensures that the confidentiality, integrity and availability of information are protected by implementing Company-wide risk assessments, policies, standards, controls, procedures and reviews designed to manage and control risk and to secure information through technical, administrative and physical controls.

The Information Security Program includes a cybersecurity program that consists of identifying, measuring, mitigating, monitoring and reporting cybersecurity-related risks.

Technology Governance
Technology Governance Committee (“TGC”) is responsible to act as a decision making authority over technology capital investments, technology resource allocation and utilization. The TGC approves and monitors key strategic technology projects and plans that are required to fulfill critical business outcomes. The TGC acts as a communication forum to exchange critical information to ensure that technology strategies and initiatives are optimized to achieve maximum business value. The TGC will review all strategic project progress, as well as address major project challenges and opportunities, as appropriate. Additionally, the TGC is updated regularly on key technology trends in the financial services sector that may affect technology direction, technology standards, and use of technology within the Company or in conjunction with its partners. Responsibilities include but are not limited to: (a) act as a strategic body and in the best interest of the enterprise as a whole; (b) improve communication between technology and the business units; (c) review and approve funding for all projects exceeding $30,000 for internal or external technology expense; (d) review and approve the annual Information Technology Strategic and Operational Plan; (e) participate in the annual resource planning and allocation for development, enhancements and production support; (f) participate

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in technology updates, presentations and/or briefings that are germane to the business and will cultivate an atmosphere of informed decision making relative to technology alternatives; (g) oversee the justification criteria for technology investment decisions and resource allocations; (h) validate and ensure that all technology projects have consistent and measurable justification; (i) ensure that technology decisions and priorities are consistent with the overall business strategy; (j) establish and adjust, as appropriate, the priority-setting process and score card; (k) provide approval for significant project scope changes and/or schedule changes, as appropriate; (l) review and approve, as required, significant unplanned expenditures related to projects contained within and/or added to the plan; (m) review and approve any major reallocation of resources made necessary by priority changes required to meet business needs; (n) be enlightened proponents of technology within the business community providing communication and support for TGC actions and decisions; and (o) support the objectives to comply with technology principles, standards and internal controls. The TGC is chaired by the Chief Information & Administration Officer, who reports directly to the Chief Executive Officer.
Asset Liability Committee & Oversight

ALCO is responsible for ensuring overall compliance with the Company’s Asset Liability Management policies and suggesting changes to the BRC and Board of Directors for approval; as well as maintaining responsibility for the development and oversight of the Company’s asset/liability management strategies, management of the investment portfolio, liquidity risk management framework, loan and deposit pricing strategies, use of off-balance sheet hedging instruments and the supervision of the accuracy and adequacy of management information systems utilized for reporting  and supplying data to the ALCO to fulfill its role on a timely basis. Further activities include but are not limited to reviewing and analyzing output from the internal Interest Rate Risk Model, interpreting economic data and outlooks for interest rates to develop strategies to respond proactively to changes in loan and deposit product offerings, reviewing asset allocation strategies and the relative risk/return profiles, reviewing capital allocation strategies and capital adequacy results, reviewing and approving strategies related to tax credit investments and performance, reviewing the Bank and Holding Company liquidity positions and respective borrowing capacities, expected loan demand, and recommend adjustments to strategy. The ALCO is further responsible for oversight of authorities delegated to the Investment Committee (“IC”), the Secondary Marketing Committee (“SMC”) and the Executive Pricing Committee (“EPC”). The ALCO is chaired by the Chief Financial Officer. The Chief Financial Officer reports directly to the Chief Executive Officer.
The IC is charged with the responsibility of advising ALCO, the Board and other key stakeholders of the investment policy, with implementation of investment portfolio strategy and compliance with investment policy guidelines. The IC shall formulate and propose investment policy modifications to the ALCO, BRC and Board and shall implement such changes to the policy as approved by the governing bodies. In addition, the IC shall oversee the performance monitoring of the investment assets of the Company by monitoring the management of the portfolio assets for compliance with investment guidelines, overseeing the purchase and sale of securities, reviewing duration and yield performance of the portfolio, addressing the implications of portfolio stress testing and assessing the performance of the assets relative to the Company’s peer group and market indices. The IC is also responsible for evaluating and assessing new investment strategies from a risk and reward perspective and ensuring that such strategies do not create exceptions to the existing policy. The IC meeting can occur through assembly of the ALCO; however, the IC may meet more frequently to assess the implications of market movements, regulatory changes and performance of the portfolio.   
ALCO shall serve as the strategic decision making and governing body for the secondary marketing initiative for the Company’s residential loan portfolio, with managing authority delegated to the SMC, which meets monthly. The SMC shall establish the Company’s budgeted pricing spreads through valuation mortgage servicing rights (“MSR”), setting the price offering and selling of mortgages via the secondary market at the whole loan or securities level for the purposes of achieving the Company’s targeted  gain on sale and servicing rights levels. The SMC manages the interest rate risk management of the open pipeline through the Board approved hedge instruments and a lock policy. The SMC also serves as the governor of new originations for the Company’s mortgage portfolio ensuring that the targeted asset mix is maintained at approved levels. The SMC produces monthly reporting of hedge and sale activity for ALCO as well as the Board level policy exception reporting.

ALCO is responsible for the strategic oversight of the Company’s deposit pricing strategies, with managing authority delegated to the EPC. The meeting of the EPC can occur through the assembly of the ALCO; however, the EPC may meet more often as necessary, to address pricing opportunities and assess pricing strategy related to the Company’s retail, commercial and municipal deposit programs. The EPC is responsible for a review of the Company’s retail, commercial and municipal deposit trends and a review of the Company’s structural liquidity ratios and implications related to anticipated deposit inflows or outflows.  In the event that circumstances occur that result in a stress to the Company’s liquidity profile and activation of the Contingent Liquidity Plan, elevated and more frequent levels of deposit and liquidity reporting are to be provided to the EPC and, depending on the perceived severity of the stress scenario, reporting is to be elevated to the Board of Directors.  Under normal operating conditions, the EPC is responsible for reviewing pricing for the Company’s deposit programs, deposit specials, new deposit initiatives and the competitive landscape of the Company’s deposit footprint.

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Credit Risk Management Oversight

The Company adheres to established underwriting practices which include, lending limits to specific borrowers, accountability throughout the approval process with established lending authorities and risk rating classification, which considers various financial performance metrics of the borrower. The Company has established an internal loan review process as well as an external loan review process via an independent third-party vendor in order to review originated loans. Findings from the external loan review are reported to the Chief Risk Officer and the Chief Credit Officer, and the full report is presented to the Board Risk Committee on a quarterly basis.

Delinquency and Watched Assets Committees are responsible for the oversight of loans which have experienced financial difficulties or have not made all contractual payments in accordance with the loan terms. Delinquencies are discussed on a monthly basis with special assets and collections in order to determine if there is any risk of loss. Adversely rated loans are presented quarterly to the Watched Asset Committee or Loans in Litigation Committee to determine loss exposure and related reserves. There are various credit management practices utilized to manage loans which are considered performing including the review of borrower financial performance, testing existing loan conditions and covenants, industry concentrations and the evaluation of economic and market risks. These credit management practices are established to determine overall risk prior to the loan becoming adversely classified.

On a quarterly basis, credit risk management provides portfolio and asset quality reporting to the Board Risk Committee. Portfolio presentation materials include discussions of the various loan portfolios, loans to one borrower reporting, concentration to various industries, concentration in various geographical regions and other underwriting metrics which are critical to managing credit risk. Asset quality reporting includes items such as, non-performing loan totals, delinquencies, Troubled Debt Restructures (“TDR’s”), watched assets, loans in litigation, charge-offs and recoveries as well as the adequacy of the allowance for loan and lease loss. The Credit Risk Management process is overseen by the Chief Credit Officer in close consultation with the Chief Risk Officer. Both the Chief Credit Officer and Chief Risk Officer report directly to the Chief Executive Officer.

Competition
The Company is subject to strong competition from banks and other financial institutions, including savings and loan associations, commercial banks, finance and mortgage companies, credit unions, consumer finance companies, brokerage firms and insurance companies. Certain of these competitors are larger financial institutions with substantially greater resources, larger lending limits, larger branch systems and a wider array of commercial banking services than United. Competition from both bank and non-bank organizations is expected to continue. Competition could intensify in the future as a result of industry consolidation, the increasing availability of products and services from non-banks, greater technological developments in the industry and banking regulatory reform.
The Company faces substantial competition for deposits and loans throughout its market area. The primary factors in competing for deposits are interest rates, personalized services, the quality and range of financial services, convenience of office locations, virtualonline banking services, automated services and office hours. Competition for deposits comes primarily from other savings institutions, commercial banks, credit unions, mutual funds and other investment alternatives. The primary factors in competing for loans are interest rates, loan origination fees, the quality and range of lending services, online services and personalized service. Competition for origination of loans comes primarily from other savings institutions, mortgage banking firms, mortgage brokers and commercial banks and from other non-traditional lending financial service providers such as internet based lenders and insurance and securities companies. Competition for deposits, for the origination of loans and for the provision of other financial services may limit the Company’s future growth.

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Market Area
WeFor our deposit gathering activities, we operate in primarily suburban market areas throughout Connecticut and Massachusetts that have a stable population and household base. Currently, we maintain over 5053 retail banking branches covering markets throughout Connecticut and Massachusetts, providing customers access to full-service banking opportunities including retail and commercial banking, consumer and commercial lending, private banking and financial advisory services.
Our retail banking and lending offices are located in Connecticut throughout Hartford, Fairfield, New Haven, New London and Tolland Counties and in Massachusetts in West Springfield, Greater Springfield and Worcester regions. In addition, we maintain a limited service commercial loan production office and a mortgage loan origination office in New Haven County, now supported by two retail branches in Hamden and North Haven.Haven, Connecticut. Our market area in Connecticut is located in the north central part of the state including,

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in part, the eastern and western parts of the greater Hartford metropolitan area, and the central part of New Haven County.County and Fairfield County through our Westport loan production office. Our market area in Massachusetts covers a wide geography in the western eastern and central parts of the state.
Our Corporate Headquarters is located in Glastonbury, Connecticut, a suburb of Hartford. Our Connecticut and Massachusetts markets have a mix of industry groups and employment sectors, including financial services, wholesale/retail trade, construction and manufacturing as the basis of the local economy. The Company’s primary deposit gathering area consists of the communities and surrounding towns that are served by its branch network.
Our primary lending area is much broader than our primary deposit gathering area and includes the entire state of Connecticut as well as central, western and eastern Massachusetts and to a lesser extent otherNew England and certain Mid-Atlantic states, outside our footprint, althoughalthough; as of December 31, 2017, most of the Company’s loansloan portfolios are made to borrowers in its primary deposit gathering area. In addition to our primary lending areas we have expanded lending activities to include an out-of-state regional commercial real estate lending program as well as mortgage banking and commercial banking loan production offices in Norfolk and Barnstable Counties Massachusetts and Fairfield and Litchfield Counties, Connecticut.
Lending Activities
General
The Company’s wholesale lending team includes bankers, cash management specialists and originators, underwriting and servicing staff in each of our disciplines in wholesale lending which includes commercial real estate, commercial business, business banking, cash management, and a shared national credits desk. Our consumer lending team includes the following disciplines which, in nearly all channels, drive lending activities: retail branches and retail lending, customer contact center which includes outbound calling, direct sales, correspondent lending, LH-Finance and United Northeast Financial Advisors (“UNFA”).
The Company’s lending activities arehave historically been conducted principally in Connecticut and Massachusetts althoughMassachusetts; however, as we doseek to enhance shareholder value through favorable risk adjusted returns, we often will lend throughout the Northeast and to a lesser extent certain Mid-Atlantic states and other select states. The Company originatesplans to expand its lending activities outside of this footprint beginning in the second half of 2018. The Company’s experience in our geographic areas we lend in allow us to look at a wide variety of commercial, mortgage, and consumer loans. Opportunities are first reviewed initially to determine if they meet the Company’s credit underwriting guidelines. After successfully passing an initial credit review we then utilize the Company’s risk adjusted return on capital model to determine pricing and structure that supports or is accretive to the Company’s return goals. Our systematic approach is intended to create better risk adjusted return on capital. For example, we passed on over $600 million in commercial loans in 2017 because they failed to meet our hurdle rates in our risk adjusted return model. Through the Company’s Loan and Funds Management Policy, both approved by the Board of Directors, we set limits on loan size, relationship size and product concentration for both loans and deposits. Creating diversified and granular loan and deposit portfolios is how we diversify risk and create improved return on risk adjusted capital.
The Company can originate, purchase, and sell commercial loans, commercial real estate loans, residential and commercial construction loans, residential real estate loans collateralized by one-to-four family residences, home equity lines of credit and fixed rate loans, marine floor plan loans and other consumer loans. Loan originationsLoans originated and purchased totaled $1.58$2.05 billion in 2015,2017, consisting primarily of commercial originations and retail production of $878.7$762.0 million and $705.7$589.2 million, respectively. Loans originated and purchased totaled $1.66 billion in 2016, consisting of commercial originations and retail production of $694.7 million and $631.6 million, respectively. At December 31, 2017, 11.8% of our total production was purchased compared to 11.6% at December 31, 2016.
Real estate collateralized the majority of the Company’s secured loans as of December 31, 2015,2017, including loans classified as commercial loans. Interest rates charged on loans are affected principally by the Company’s current asset/liability strategy, the demand for such loans, the cost and supply of money available for lending purposes and the rates offered by competitors. These factors are, in turn, affected by general economic and credit conditions, monetary policies of the federal government, including the Federal Reserve Board, federal and state tax policies and budgetary matters.
The Bank’sCompany’s approach to lending is influenced in large part by its risk adjusted return models. With the high level of competition for high quality earning assets, pricing is often at levels that are not accretive to the Company’s aspirational equity return metrics. The Company utilizes a web-based risk adjusted return model that includes inputs such as internal risk ratings, the marginal cost of funding the origination, contractual loan characteristics such as interest rate and term and origination and servicing costs. This model allows the Company to understand the life-of-loan impact of the origination, leading to proactive and informed decision making that results in the origination of loans that support the Company’s aspirational return metrics. We seek to acquire, develop and preserve high quality relationships with customers, prospects and centers of influence that support our return goals and compensate our commercial bankers and branch management for improving returns on equity for their respective areas of responsibility.
Periodically, the Company will purchase loans to enhance geographical diversification and returns and gain exposure to loan types that we are unwilling to make infrastructure investments to originate ourselves. Total lending activities, including origination of loans as well as purchasing of loans in the calendar year of 2017 totaled $2.05 billion, of which 11.8% were purchased compared

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to $1.66 billion, of which 11.6% were purchased in the calendar year of 2016. Loans purchased by the Company are underwritten by us, are generally serviced by others (“SBO”), and undergo a robust due diligence process. Management performs a vigorous due diligence exercise on the originator including, visiting and observing first hand the servicer and its operational process and controls to ensure that the originator and servicer meet the standards of the Company. Financial modeling includes reviewing prospective yields, costs associated with purchasing loans, including servicing fees and assumed loss rates to ensure that risk adjusted returns of the target portfolio are accretive to our return goals. The Company has set portfolio and capital limits on each of its purchased portfolios and has hired staff to oversee on-going monitoring of the respective servicer and performance to ensure the portfolio performance is meeting our initial and on-going expectations. In the event that our expectations are not met, the Company has many remedies at its disposal, including replacing the servicer, ending its relationship with the originator and selling the entire target portfolio. Contractually, the Company has the ability to cross-sell dissimilar products to customers in its purchased portfolios allowing us to develop a relationship using our existing online and mobile channels that support servicing and acquisition of our current and prospective clients without the need for a brick and mortar branch.
The Company’s Board of Directors (“Board”) approves the Lending Policy on at least an annual basis as well as on an interim basis as modifications are warranted.basis. The Lending Policy addresses approval limits, appraisal requirements, debt service coverage ratios, loan concentration, loan to value and other matters relevant to sound and prudent loan underwriting.
Residential Mortgage Loans
A principal lending activity of the Bank is to originate loans secured by first mortgages on one-to-four family residences. The Bank originates residential real estate loans through commissioned mortgage loan officers throughout the stateOwner Occupied and retail bank branches within our branch footprint. Residential mortgages are generally underwritten according to Federal Home Loan Mortgage Association (“Freddie Mac”) and Federal National Mortgage Association (“Fannie Mae”) guidelines for loans they designate as “A” or “A-” (these are referred to as “conforming loans”). Private mortgage insurance is generally required for loans with loan-to-value ratios in excess of 80%. The Bank also originates loans above conforming loan amount limits, referred to as “jumbo loans.” The Bank may also sell loans to other secondary market investors, either on a servicing retained or servicing released basis. The Bank is an approved originator of loans for sale to Fannie Mae, Merrimack Mortgage Company, the Connecticut Housing Finance Authority (“CHFA”) and the Massachusetts Housing Finance Authority (“MHFA”).
Loan sales in the secondary market provide funds for additional lending and other banking activities. Loan servicing includes collecting and remitting loan payments, accounting for principal and interest, contacting delinquent mortgagees, supervising foreclosures and property dispositions in the event of unremedied defaults, making certain insurance and tax payments on behalf

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of the borrowers and generally administering the loans. The Company sold $404.4 million and $136.7 million of residential mortgages into the secondary market in 2015 and 2014, respectively.
The experience of our mortgage loan officers and their relationships with realtors has allowed the Company to successfully shift to a purchase market model from a refinancing model, with purchase volume constituting over 57.7% of 2015 volume, a 58.0% increase compared to 2014 purchase volume.
In January 2014, the Company announced the expansion of its mortgage lending market through the introduction of loan production offices in Fairfield and Litchfield Counties, Connecticut, and Norfolk County, Massachusetts. In June 2015, the Company announced the opening of a loan production office in Barnstable County. The opening of these loan production offices has allowed the Company some diversification from the Hartford and West Springfield area markets. The Company continues to initiate actions to maintain current processing expense, introducing further efficiencies and implementing the ability to sell to multiple investors.
The Company retains the ability to sell loans from portfolio when secondary market returns are attractive. Additionally, the Company is implementing multiple secondary options, in order to ensure maximum pricing on loan sales, when it is in our best interest to do so. Furthermore, we continue to move towards variable cost structures where possible through expansion of incentive base pay. As a result, we expect mortgage banking will continue to contribute to the Company’s profits, although less so in future periods.
The Company offers adjustable rate (“ARM”) mortgages which do not contain negative amortization features. After an initial term of five to ten years, the rates on these loans generally reset every year based upon a contractual spread or margin above LIBOR. ARM loans reduce the Bank’s exposure to interest rate risk. However, ARM loans generally pose credit risks different from the credit risks inherent in fixed rate loans primarily because as interest rates rise, the underlying debt service payments of the borrowers rise, thereby increasing the potential for default. The Company also has interest only loans, which at December 31, 2015 represent 4% of the total residential real estate portfolio. Interest only loans are underwritten at the fully amortized rate (to include principal and interest) and are subject to the same higher credit standards as jumbo loans. As a result, interest only loans originated have higher credit scores and lower loan to value ratios than the existing residential portfolio. At year-end 2015, the Bank’s ARM portfolio totaled $422.9 million.
The Company also originates loans to individuals for the construction and acquisition of personal residences. These loans generally provide for construction periods up to eighteen months followed by a permanent mortgage loan, and follow the Bank’s normal mortgage underwriting guidelines.
We also offer home equity loans and home equity lines of credit, both of which are secured by owner-occupied one-to-four family residences. At December 31, 2015, the unadvanced amounts of home equity lines of credit totaled $320.1 million. Home equity loans are offered with fixed rates of interest and with terms up to 15 years. The loan-to-value ratio for our home equity loans and lines of credit is generally limited to no more than 90%. Our home equity lines of credit have ten year terms and adjustable rates of interest which are indexed to the prime rate, as reported in The Wall Street Journal. Interest rates on home equity lines of credit are generally limited to a maximum rate of 18% per annum. In December 2015, the Company purchased a HELOC equity portfolio totaling $100.4 million and the balance outstanding at December 31, 2015 was $98.6 million. These loans are not serviced by the Company. The purchased HELOC portfolio is secured by second liens.
Investor Commercial Real Estate Loans
The Company makes commercial real estate loans throughout its market area for the purpose of acquiring, developing, constructing, improving or refinancing commercial real estate where the property is the primary collateral securing the loan, and the income generated from the property is the primary repayment source. Small office buildings, industrial facilities and retail facilities normally collateralize commercial real estate loans. This portfolioThese portfolios also includesinclude commercial one-to-four family and multifamily properties. These properties are primarily located in Connecticut and Massachusetts, but also expand throughout the Northeast and certain Mid-Atlantic states through our regionalstates. Beginning in 2006, the Company started its expansion of commercial real estate lending (“Regional CRE”) program. Regional CRE program providesthrough the Northeast and certain Mid-Atlantic states and over that time has developed deep knowledge of markets we lend in, retained talented commercial bankers and underwriters specializing in the procurement, underwriting and monitoring of these relationships, and put in place a robust credit administration process, discussed further in this report. In addition to providing geographic diversification within the overall commercial real estate loan portfolio, andoriginated loans meet our return hurdle rates supporting the propertiesCompany’s return goals. Properties financed are high quality, income producing and have experienced sponsorships. Loans may generally be made with amortizations of up to 30 years and with interest rates that are fixed or adjust periodically. Most commercial mortgages are originated with final maturities of 20 years or less. The BankCompany generally requires that borrowers have debt service coverage ratios (the ratio of available cash flows before debt service to debt service) of at least 1.15 times. Loans at origination may be madeoriginated up to 80% of the appraised value. Generally, commercial mortgages require personal guarantees by the principals. Credit enhancements in the form of additional collateral or guarantees are normally considered for start-up businesses without a qualifying cash flow history. Among the reasons for management’s continued emphasis on commercial real estate lending is the desire to invest in assets with yields which are

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generally higher than yields on one-to-four family residential mortgage loans, and are more sensitive to changes in market interest rates.
Commercial real estate lending generally poses a greater credit risk than residential mortgage lending to owner occupants. The repayment of commercial real estate loans depends on the business and financial condition of the borrower. Economic events and changes in government regulations, which the Company and its borrowers do not control, could have an adverse impact on the cash flows generated by properties securing commercial real estate loans and on the market value of such properties. Commercial properties tend to decline in value more rapidly than residential owner-occupied properties during economic recessions and individual loans on commercial properties tend to be larger than individual loans on residential properties. The BankCompany seeks to minimize these risks through strict adherence to its underwriting standards and portfolio management processes. At December 31, 2017, the Company’s outstanding owner occupied commercial real estate loans and investor commercial real estate loans totaled $445.8 million and $1.85 billion, respectively.
Commercial Business Loans
Commercial loans primarily provide working capital, equipment financing, financing for leasehold improvements and financing for expansion. Commercial loans are frequently collateralized by equipment, inventory, accounts receivable, and/or general business assets and are generally supported by personal guarantees. Depending on the collateral used to secure the loans, commercial business loans are typically made up to 80% of the value of the loan collateral. A significant portion of the Company’s commercial and industrial loans are also collateralized by real estate, but are not classified as commercial real estate loans because such loans are not made for the purpose of acquiring, developing, constructing, improving or refinancing the real estate securing the loan, nor is the repayment source income generated directly from such real property. Periodically, the Company participates in a shared national credit (“SNC”) program, which engages in the participation and purchase of credits with other “supervised”

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unaffiliated banks or financial institutions, specifically loan syndications and participations. These loans generate earning assets to increase profitability of the Company and diversify commercial loan portfolios by providing opportunities to participate in loans to borrowers in other regions or industries the Company might otherwise have no access. The Company offers both term and revolving commercial loans. Term loans have either fixed or adjustable rates of interest and, generally, terms of between three and seven years and amortize on the same basis. Additionally, two market segments the Company has focused on is franchise and educational banking. The franchise lending practice lends to certain franchisees in support of their development, acquisition and expansion needs. The Company typically offers term loans with maturities between three to eight years with amortization from seven to ten years. These loans generally are on a floating rate basis with spreads slightly higher than the standard commercial business loan spreads. The educational banking practice consists of K-12 schools and colleges/universities utilizing both taxable and tax-exempt loan products for campus improvements, expansions and working capital needs. Generally, educational terms loans have longer dated maturities that amortize up to 30 years and typically offer the Company a full deposit and cash management relationship. Both the franchise and educational lending areas focus on opportunities across New England and certain Mid-Atlantic states.  
Commercial business loans generally are made on the basis of the borrower’s ability to repay the loan from the cash flow of the borrower’s business. As a result, the availability of funds for the repayment of commercial business loans may depend substantially on the success of the business itself. Further, any collateral securing the loans may depreciate over time, may be difficult to appraise and may fluctuate in value. We seek to minimize these risks through our underwriting standards and enhanced risk assessments, including a quarterly review of portions of the portfolio and a review of new commercial loans by the Chief Credit Officer.
At December 31, 2017, the Company’s outstanding commercial business loan portfolio totaled $840.3 million, or 15.7%, of our total loan portfolio and included the following business sectors: manufacturing, professional services, wholesale trade, retail trade, transportation, educational and health services, contractors and real estate rental and leasing. Industry concentrations are reported quarterly to the Board Risk Committee.
Residential Real Estate Loans
A principal activity of the Company is to originate and sell loans secured by first mortgages on one-to-four family residences. The Company originates residential real estate loans through commissioned mortgage loan officers throughout the state and retail bank branches within our branch footprint. Residential mortgages are generally underwritten according to Federal Home Loan Mortgage Association (“Freddie Mac”) and Federal National Mortgage Association (“Fannie Mae”) guidelines for loans they designate as “A” or “A-” (these are referred to as “conforming loans”). Private mortgage insurance is generally required for loans with loan-to-value ratios in excess of 80%. The Company also originates loans above conforming loan amount limits, referred to as “jumbo loans.” The Company may also sell loans to other secondary market investors, either on a servicing retained or servicing released basis. The Company is an approved originator of loans to be sold to Fannie Mae, Freddie Mac, the Connecticut Housing Finance Authority and the Massachusetts Housing Finance Authority.
Loan sales in the secondary market provide funds for additional lending and other banking activities. Loan servicing includes collecting and remitting loan payments, accounting for principal and interest, contacting delinquent mortgagees, supervising foreclosures and property dispositions in the event of unremedied defaults, making certain insurance and tax payments on behalf of the borrowers and generally administering the loans. The Company sold $332.6 million and $369.8 million of residential mortgages into the secondary market in 2017 and 2016, respectively.
The experience of our mortgage loan officers and their relationships with realtors has allowed the Company to continue to successfully shift to a purchase market model from a refinancing model, with purchase volume constituting 65.7% of 2017 volume compared to 56.7% of 2016 volume.
The Company retains the ability to sell loans from portfolio when secondary market returns are attractive. Additionally, the Company is implementing multiple secondary options, in order to ensure maximum pricing on loan sales, when it is in our best interest to do so. Furthermore, we continue to move towards variable cost structures where possible through expansion of incentive base pay. As a result, we expect mortgage banking will continue to contribute to the Company’s profits.
The Company offers adjustable rate mortgages (“ARM”) which do not contain negative amortization features. After an initial term of five to ten years, the rates on these loans generally reset every year based upon a contractual spread or margin above LIBOR. ARM loans reduce the Company’s exposure to interest rate risk. However, ARM loans generally pose credit risks different from the credit risks inherent in fixed rate loans primarily because as interest rates rise, the underlying debt service payments of the borrowers rise, thereby increasing the potential for default. The Company also has interest only loans, which at December 31, 2017 represent 6.7% of the total residential real estate portfolio. Interest only loans are underwritten at the fully amortized rate (to

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include principal and interest) and are subject to the same higher credit standards as jumbo loans. As a result, interest only loans originated have higher credit scores and lower loan to value ratios than the existing residential portfolio. At year-end 2017, the Company’s ARM portfolio totaled $562.7 million.
The Company also originates loans to individuals for the construction and acquisition of personal residences. These loans generally provide for construction periods from 12 to 36 months followed by a permanent mortgage loan, and follow the Company’s normal mortgage underwriting guidelines.
At December 31, 2017, the Company’s outstanding residential loan portfolio totaled $1.20 billion, or 22.6% of our total loan portfolio,
Home Equity Loans
The Company offers home equity loans and home equity lines of credit, both of which are secured by one-to-four family residences. At December 31, 2017, the unadvanced amounts of home equity lines of credit totaled $412.5 million. Home equity loans are offered with fixed rates of interest and with terms up to 15 years. The loan-to-value ratio for our home equity loans and lines of credit is generally limited to no more than 90%. Our home equity lines of credit have ten year terms and adjustable rates of interest which are indexed to the Prime rate, as reported in The Wall Street Journal. Interest rates on home equity lines of credit are generally limited to a maximum rate of 18% per annum. During the year ended December 31, 2017, the Company purchased three home equity portfolios totaling $105.2 million, compared to purchased portfolios totaling $148.3 million for the year ended December 31, 2016. These loans are not serviced by the Company. The outstanding balance of the purchased home equity portfolio balance at December 31, 2017 and 2016 totaled $246.5 million and $208.8 million, respectively. The purchased home equity portfolio is secured by second liens. Purchased and originated home equity loans totaled $583.2 million, or 10.9%, of our total loan portfolio at December 31, 2017.
Construction Loans
The Company originates both residential and commercial construction loans. Typically loans are made to owner-borrowers who will occupy the properties (residential construction) and to licensed and experienced developers for the construction of single-family home developments (commercial construction). We extend loans to residential subdivision developers for the purpose of land acquisition, the development of infrastructure and the construction of homes.
Residential construction loans to owner-borrowers generally convert to a fully amortizing long-term mortgage loan upon completion of construction which generally is 12 to 36 months. Commercial construction loans also generally have terms of 12 to 36 months. Some construction-to-permanent loans have fixed interest rates for the permanent portion of the loan, but the Company originates mostly adjustable rate construction loans. The proceeds of commercial construction loans are disbursed in stages and the terms may require developers to pre-sell a certain percentage of the properties they plan to build before the Company will advance any construction financing. Company officers, appraisers and/or independent engineers inspect each project’s progress before additional funds are disbursed to verify that borrowers have completed project phases.
Construction lending, particularly commercial construction lending, poses greater credit risk than mortgage lending to owner occupants. The repayment of commercial construction loans depends on the business and financial condition of the borrower and on the economic viability of the project financed. A number of borrowers have more than one construction loan outstanding with the Company at any one time. Economic events and changes in government regulations, which the Company and its borrowers do not control, could have an adverse impact on the value of properties securing construction loans and on the borrower’s ability to complete projects financed and, if not the borrower’s residence, sell them for amounts anticipated at the time the projects commenced. Construction lending contains a unique risk characteristic as loans are originated under market and economic conditions that may change between the time of origination and the completion and subsequent purchaser financing of the property.
Commercial Business Loans
Commercial Construction loans primarily provide working capital, equipment financing, financing for leasehold improvements and financing for expansion. Commercial loans are frequently collateralized by equipment, inventory, accounts receivable, and/or general business assets and are generally supported by personal guarantees. Depending on the collateral used to secure the loans, commercial business loans are typically made up to 80% of the value of the loan collateral. A significant portion of the Bank’s commercial and industrial loans are also collateralized by real estate, but are not classified as commercial real estate loans because such loans are not made for the purpose of acquiring, developing, constructing, improving or refinancing the real estate securing the loan, nor is the repayment source income generated directly from such real property. The Company participates in a shared national credit (“SNC”) program, which engages in the participation and purchase of credits with other “supervised” unaffiliated banks or financial institutions, specifically loan syndications and participations. These loans generate earning assets to increase profitability of the Bank and diversify commercial loan portfolios by providing opportunities to participate in loans to borrowers in other regions or industries the Bank might otherwise have no access. The Company offers both term and revolving commercial loans. Term loans have either fixed or adjustable rates of interest and, generally, terms of between 3 and 7 years and amortize on the same basis.
Commercial business loans generally are made on the basis of the borrower’s ability to repay the loan from the cash flow of the borrower’s business. As a result, the availability of funds for the repayment of commercial business loans may depend substantially on the success of the business itself. Further, any collateral securing the loans may depreciate over time, may be difficult to appraise and may fluctuate in value. We seek to minimize these risks through our underwriting standards and enhanced risk assessments, including a quarterly review of portions of the portfolio and a review of new commercial loans by the Chief Credit Officer.
At December 31, 2015, the Company’s outstanding commercial loan portfolio totaled $603.3$119.0 million, or 13.1%, of our total loan portfolio and included the following business sectors: manufacturing, professional services, wholesale trade, retail trade,

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transportation, educational and health services, contractors and real estate rental and leasing. Industry concentrations are reported quarterly to the Board Risk Committee.
Installment and Collateral Loans
Installment and collateral loans totaled $233.1 million, or 5.1%2.3%, of our total loan portfolio at December 31, 2015.2017.
Other Consumer Loans
Other consumer loans totaled $292.8 million, or 5.5%, of our total loan portfolio at December 31, 2017. Our installment and collateralother consumer loans generally consist of loans on high-end retail boats HUD Title 1 loans,and small yachts ranging on average from $400,000 to several million dollars in value, new and used automobiles, including indirect automobilehome improvement loans, loans collateralized by deposit accounts and unsecured personal loans. While the asset quality of these portfolios is currently strong, there is increased risk associated with auto and consumer loans during economic downturns as increased unemployment and inflationary costs may make it more difficult for some borrowers to repay their loans. During December 2015, the Company purchased two additional consumer loan portfolios consisting of marine retail loans and Title 1 home improvement loans. Total loans purchased weretotaling $229.2 million and $224.8 million wasmillion. The outstanding balance on the 2015 purchases at December 31, 2015.2017 and 2016 was $130.9 million and $168.7 million, respectively. The marine retail loans are based on premium brands and the borrowers are financially strong. The Title 1 home improvement loans are 90% backed by the U.S. Department of Housing and Urban Development

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and consist of loans to install energy efficient upgrades to the borrowers’ one-to-four family residences. There were no additional loan portfolio purchases of marine retail loans during 2016 or 2017. In 2017, the Company purchased an additional $80.8 million in unsecured home improvement loans. There were no additional purchases of home improvement loans in 2016.
LH-Finance, the Company’s marine lending unit, includes purchased and originated retail loans, which are classified as other consumer loans, and dealer floorplan loans, which are classified as commercial loans. The Company’s relationships are limited to well established dealers of global premium brand manufacturers. The Company’s top three manufacturer customers have been in business between 30 and 100 years. The Company has generally secured agreements with premium manufacturers to support dealer floor plan loans which may reduce the Company’s credit exposure to the dealer, despite our underwriting of each respective dealer. We have developed incentive retail pricing programs with the dealers to drive retail dealer flow. Retail loans are generally limited to premium manufacturers with established relationships with the Company which have a vested interest in the secondary market pricing of their respective brand due to the limited inventory available for resale. Consequently, while not contractually committed, manufacturers will often support secondary resale values which can have the effect of reducing losses from non-performing retail marine loans. Retail borrowers generally have very high credit scores, substantial down payments, substantial net worth, personal liquidity, an excess cash flow. Retail loans have an average life of four years and key markets include Florida, California, and New England.
Credit Risk Management and Asset Quality
One of management’s key objectives has been and continues to be to maintain a high level of asset quality. The Company utilizes the following general practices to manage credit risk:
Limiting the amount of credit that individual lenders may extend;
Establishing a process for credit approval accountability;
Careful initial underwriting and analysis of borrower, transaction, market and collateral risks;
Established underwriting practices;
Ongoing servicing of the majority of individual loans and lending relationships;
Continuous monitoring of the transactions and portfolio, market dynamics and the economy;
Periodically reevaluating the Bank’sCompany’s strategy and overall exposure to economic, market and other risks; and
Ongoing review of new commercial loans by the Chief Credit Officer.
Credit Administration is responsible for the completion of credit analyses for all loans above a specific threshold, for determining loan loss reserve adequacy and for preparing monthly and quarterly reports regarding the credit quality of the loan portfolio, which are submitted to senior management and the Board, and to ensure compliance with the credit policy. In addition, Credit Administration and the Special Assets Team is responsible for managing non-performing and classified assets. On a quarterly basis, the criticized loan portfolio, which consists of commercial, commercial real estate and construction loans that are risk rated Special Mention or worse, are reviewed by management, focusing on the current status and strategies to improve the credit.
The loan review function is outsourced to a third party to provide an independent evaluation of the creditworthiness of the borrower and the appropriateness of the risk rating classifications. The findings are reported to the Chief Risk Officer and the Chief Credit Officer and the full report is then presented to the Board Risk Committee. This review is supplemented with selected targeted internal reviews of the commercial loan portfolio. Various techniques are utilized to monitor indicators of credit deterioration in the portfolios of residential real estate mortgages and home equity lines and loans, including the periodic tracking and analysis of loans with an updated FICO score. LTV is determined on non-accrual loans through either an updated drive-by appraisal or, less frequently, the use of computerized market data and an estimate of current value.
Classified Assets
Under our internal risk rating system, we currently classify loans and other assets considered to be of lesser quality as “substandard,” “doubtful,”“doubtful” or “loss.” An asset is considered “substandard” if it is inadequately protected by either the current net worth or the repayment capacity of the obligor or by the collateral pledged, if any. “Substandard” assets include those characterized by the distinct possibility that the institution will sustain some loss if the deficiencies are not corrected. Assets classified as “doubtful” have all of the weaknesses inherent in those classified “substandard,” with the added characteristic that the weaknesses presentwhich make collection or liquidation in full, on the basis of currently existing facts, conditions, and values, highly questionable and improbable. Assets classified as “loss” are those considered uncollectible and of such little value that their continuance as assets without the establishment of a specific loss reserve is not warranted. Assets that are individually reviewed for impairment are those that exhibit elevated risk characteristics that differentiate themselves from the homogeneous loan categories including certain loans classified as substandard, doubtful or loss.
The loan portfolio is reviewed on a regular basis to determine whether any loans require risk classification or reclassification. Not all classified assets constitute non-performing assets.

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Investment Activities
The securities portfolio is managed to generate interest income, to implement interest rate risk management strategies, and to provide a readily available source of liquidity for balance sheet management. Investment decisions are made in accordance with the Company’s investment policy and include consideration of risk, return, duration and portfolio concentrations. Compliance with the Company’s investment policy rests with the Chief Financial Officer. The Management Asset/Liability Committee (“ALCO”)ALCO meets monthly and reviews and approves investment strategies.
The Company may acquire, hold and transact in various types of investment securities in accordance with applicable federal regulations, state statutes and guidelines specified in the Company’s internal investment policy. Permissible bank investments include federal funds, commercial paper, repurchase agreements, interest-bearing deposits of federally insured banks, U.S. Treasury and government-sponsored agency debt obligations, including mortgage-backed securities and collateralized mortgage obligations, collateralized loan obligations, municipal securities, investment grade corporate debt, mutual funds, common and preferred equity securities and Federal Home Loan Bank of Boston (“FHLBB”) stock.
Derivative Financial Instruments
The Company uses interest rate swap instruments for its own account and also offers them for sale to commercial customers that qualify for their own accounts, normally in conjunction with commercial loans offered by the BankCompany to these customers. At year-end 2015,As of December 31, 2017, the Company held derivative financial instruments with a total notional amount of $1.17$1.63 billion. The Company has a policy for managing its derivative financial instruments, and the policy and program activity are overseen by ALCO. Interest rate swap counterparties are limited to a select number of national financial institutions and qualifying commercial customers. Collateral may be required based on financial condition tests. The Company works with a third-party firm which assists in marketing swap transactions, documenting transactions and providing information for bookkeeping and accounting purposes.
Sources of Funds
General
The Company uses deposits, repayments and prepayments of loans and securities, proceeds from sales of loans and securities, proceeds from maturing securities and borrowings to fund lending, investing and general operations.
Deposits
Deposits are the major source of funds for the Company’s lending and investment activities. Deposit accounts are the primary product and service interaction with the Bank’sCompany’s customers. The BankCompany serves commercial, personal, commercial, non-profit and municipal deposit customers. Most of the Bank’sCompany’s deposits are generated from the areas surrounding its branch offices. The BankCompany offers a wide variety of deposit accounts with a range of interest rates and terms. The BankCompany also periodically offers promotional interest rates and terms for limited periods of time. The Bank’sCompany’s deposit accounts consist of interest-bearing checking (“NOW”), non-interest-bearing checking, regular savings, money market savings and time deposits. The BankCompany emphasizes its transaction deposits – checking and NOW accounts for personal accounts and checking accounts promoted to businesses and municipalities. These accounts have the lowest marginal cost to the BankCompany and are also often a core account for a customer relationship. The BankCompany offers debit cards and other electronic fee producing payment services to transaction account customers. The BankCompany is promoting remote deposit capture devices so that commercial accounts can make deposits from their place of business. In 2015, the BankCompany introduced mobile check deposit services to customers with eligible accounts to allow for convenient and quick access to deposit checks directly into their accounts without visiting a branch. The Bank’sCompany’s time deposit accounts provide maturities from 3three months to 5five years. Additionally, the BankCompany offers a variety of retirement deposit accounts to personalbusiness and businesspersonal customers. Deposit service fee income also includes other miscellaneous transaction and convenience services sold to customers through the branch system as part of an overall service relationship.
Interest rates paid, maturity terms, service fees and withdrawal penalties are established on a periodic basis. Deposit pricing strategy is monitored weekly by the Retail Pricing Committee, monthly by the Management ALCO and quarterly by the Board Risk Committee. Deposit pricing is set weekly by the Bank’s Treasury Department.Company’s EPC. When setting deposit pricing, the BankCompany considers competitive market rates, FHLBB advance rates and rates on other sources of funds. Deposit rates and terms are based primarily on current operating strategies, market rates, liquidity requirements, rates paid by competitors and growth goals. Deposit account terms vary, with the principal differences being the minimum balance required, the amount of time the funds must remain on deposit and the interest rate. To attract and retain deposits, we rely upon personalized customer service, marketing our products, long-standing relationships and competitive interest rates.

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Borrowings
The BankCompany is a member of the FHLBB and uses borrowings as an additional source of funding, particularly for daily cash management and for funding longer duration assets. FHLBB advances also provide more pricing and option alternatives for particular asset/liability needs. The FHLBB provides a central credit facility primarily for member institutions. As a FHLBB member, the Company is required to own capital stock of the FHLBB, calculated periodically based primarily on its level of borrowings from the FHLBB. FHLBB borrowings are secured by a blanket lien on certain qualifying assets, principally the Bank’sCompany’s residential mortgage loans. Advances are made under several different credit programs with different lending standards, interest rates and range of maturities.
On September 23, 2014, the Company closed its public offering of $75.0 million of its 5.75% Subordinated Notes due October 1, 2024 (the “Notes”). The Notes were offered to the public at par. The Company is using the proceeds for general corporate purposes. Interest on the Notes are payable semi-annually in arrears on April 1 and October 1 of each year, commencing on April 1, 2015.year.
Additional funding sources are available through securities sold under agreements to repurchase, the Federal Reserve Bank (“FRB”), Federal Funds lines of credit and other wholesale funding providers.
Risk Management
United has a comprehensive Risk Management Program that provides a methodology to identify, assess, mitigate, monitor, manage and report risk profiles inherent risks within the organization. United manages risk taking activities within the Board-approved risk framework through an enterprise-wide governance structure that outlines the responsibilities for risk management activities and oversight of the same. Risk management is fully integrated into the Strategicstrategic planning process and isplays a key participantrole in the approval process for all new activities. The Management Risk Management Committee, Risk Management Steering Committee and the Board Risk Committee oversee all of United’s risk-related matters. United’s Risk Management Steering Committee is chaired by United’s Chief Risk Officer and is comprised of members of the Executive Team and the Enterprise Risk Manager. The Management Risk Management Committee is chaired by United’s Chief Risk Officer and is comprised of Risk Division officers and various members of line management.
As a regulated banking institution, United is examined periodically by federal and state banking authorities. The results of these examinations are presented to the full Board. Identified issues from such examinations are tracked by the Director of Internal Audit and compliance is reported to and reviewed by the Audit Committee. These examinations, in addition to the internal Compliance Department reports and Internal Audit reports, are reviewed by the Audit Committee. The Compensation Committee also incorporates risk considerations into incentive compensation plans.
The Chief Risk Officer, who reports to the Chief Executive Officer, is responsible for oversight of the Company’s Enterprise Risk Management framework, which includes but is not limited to credit risk, operational risk management, business continuity management, compliance programs, information security, financial intelligence, vendor management, fraud and risk policy. The Director of Treasury, who reports to the Chief Financial Officer, is responsible for overseeing market, liquidity and capital risk management activities and is closely monitored by the Chief Risk Officer. The Chief Credit Officer, who reports directly to the Chief Executive Officer, is responsible for overseeing credit risk as well as the Bank’sCompany’s loan workout and recovery activities. The Director of Internal Audit, who reports directly to the Audit Committee, is responsible for providing an independent assessment of the quality of internal controls for the Company.
Credit Risk
UnitedThe Company manages and controls risk in its loan and investment portfolios through established underwriting practices, adherence to consistent standards and utilization of various portfolio and transaction monitoring activities. Written credit policies are in place that include underwriting standards and guidelines, provide limits on exposure and establish various other standards as deemed necessary and prudent. Additional approval requirements and reporting are implemented to ensure proper identification, rationale and disclosure of policy exceptions.
Credit Risk Management policies and transaction approvals are managed under the supervision of the Chief Credit Officer and are independent of the loan production and Treasury areas. The credit risk function oversees the underwriting, approval and portfolio management process, establishes and ensures adherence to credit policies and manages the collections and problem asset resolution activities in order to control and reduce classified and non-performing assets.
As part of the Credit Risk Management process, the Chief Risk Officer and Chief Credit Officer hold regular meetings with senior managers to report and discuss key credit risk topics, issues and policy recommendations affecting the Bank.Company. Important findings regarding credit quality and trends within the loan and investment portfolios are regularly reported to the Board Risk Committee.

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In addition to the Credit Risk Management team, there is an independent Credit Risk Review function, reporting to the Chief Risk Officer, that performs independent assessments of the risk ratings and credit underwriting process for the commercial loan portfolio. Credit Risk Review findings are reported to Executive Management and the Board by the Chief Risk Officer and the Chief Credit Officer.
Market Risk
Market risk refers to the risk of loss arising from adverse changes in interest rates, foreign currency exchange rates, commodity prices and other relevant market rates and prices, such as equity prices. The risk of loss can be assessed from the perspective of adverse changes in fair values, cash flows and future earnings. Due to the nature of its operations, United is primarily exposed to interest rate risk. Accordingly, United’s interest rate sensitivity is monitored on an ongoing basis by its ALCO and by its Board Risk Committee. ALCO’s primary goals are to manage interest rate risk to maximize earnings and net economic value in changing interest rate and business environments within previously approved Board risk limits.
Liquidity Risk
Liquidity risk refers to the ability of the Company to meet a demand for funds by converting assets into cash or cash equivalents and by increasing liabilities at acceptable costs. Liquidity management involves maintaining the ability to meet day-to-day and longer-term cash flow requirements of customers, whether they are depositors wishing to withdraw funds or borrowers requiring funds to meet their credit needs. Liquidity sources include the amount of unencumbered or “free” investment portfolio securities the BankCompany owns, deposits, borrowings, cash flow from loan and investment principal payments and pre-payments and residential mortgage loan sales. The Company also requires funds for dividends to shareholders, repurchase of shares, potential acquisitions and for general corporate purposes. Its sources of funds include dividends from the Bank, the issuance of equity and debt and borrowings from capital markets.
Both the Bank and the Company will maintain a level of liquidity necessary to achieve their business objectives under both normal and stressed conditions. Liquidity risk is monitored and managed by ALCO and reviewed regularly with the Board.
Capital Risk
United needs to maintain adequate capital in both normal and stressed environments to support its business objectives. ALCO monitors regulatory and tangible capital levels according to management targets and regulatory requirements and recommends capital conservation, generation and/or deployment strategies to the Board. ALCO also has responsibility for the Capital Management Plan and Contingent Liquidity Plan, and quarterly stress testing which are all reviewed with the Board Risk Committee. The Capital Management Plan and Contingent Liquidity Plan are approved annually by the Board.
Operational Risk
Operational risk is the risk of loss resulting from inadequate or failed internal processes, people or systems or from external events. The definition includes the risk of loss from failure to comply with laws, ethical standards and contractual obligations and includes oversight of key operational risks including cash transfer risk. United’s Chief Risk Officer oversees the management and effectiveness of United’s risk management program. The Chief Risk Officer oversees the Compliance Program, the Bank Secrecy Act Program, and the Community Reinvestment Act and Fair Lending Programs. The Chief Risk Officer is responsible for reporting on the adequacy of these risk management components and programs along with any issues or concerns to the Board.
Subsidiary Activities
United Bank, a Connecticut-chartered stock savings bank, is currently the only subsidiary of the Company and has the following wholly-owned subsidiaries.
United Bank Mortgage Company: Established in December 1998, and formerly known as The SBR Mortgage Company, United Bank Mortgage Company operates as United Bank’s “passive investment company” (“PIC”), which exempts it from Connecticut income tax under current law.
United Bank Investment Corp., Inc.:    Formerly The Savings Bank of RockvilleSBR Investment Co.andCorp, Inc. and established in Connecticut in January 1995, the entity, was established to maintain an ownership interest in Infinex Investments, Inc. (“Infinex”) a third-party, non-affiliated registered broker-dealer. Infinex provides broker-dealer services for a number of banks, to their customers, including the Bank’sCompany’s customers through United Northeast Financial Advisors, Inc.
United Northeast Financial Advisors, Inc.:    Formerly Rockville Financial Services, Inc. and established in Connecticut in May 2002, the entity currently offers brokerage and investment advisory services through a contract with Infinex. In addition, United Northeast Financial Advisors, Inc. offers customers a range of non-deposit investment products including mutual funds,

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debt, equity and

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government securities, retirement accounts, insurance products and fixed and variable annuities at all United Bank locations. United Northeast Financial Advisors, Inc. receives a portion of the commissions generated by Infinex from sales to customers. For the years ended December 31, 2015, 20142017, 2016 and 2013,2015, United Northeast Financial Advisors, Inc. received fees of $1.8$4.7 million, $1.7$3.7 million, and $1.0$1.8 million, respectively, through its relationship with Infinex.
United Bank Commercial Properties, Inc., United Bank Residential Properties, Inc.:    Established in Connecticut in May 2009, United Bank Commercial Properties, Inc. (formerly Rockville Bank Commercial Properties, Inc.) and United Bank Residential Properties, Inc. (formerly Rockville Bank Residential Properties, Inc.) were established to hold certain real estate acquired through foreclosures.
United Bank Investment Sub, Inc.:    Formerly Rockville Bank Investment Sub., Inc. and established in Connecticut in December 2012, the entity was established to hold certain government guaranteed loans acquired in the secondary market.
UCB Securities, Inc., II:    AcquiredEstablished in the Commonwealth of Massachusetts and acquired in the merger of Rockville and Legacy United to hold certain investment securities which provide a tax advantage under current regulations.
UB Properties, LLC:    A single member limited liability company, establishedEstablished in May 2014 withthe Commonwealth of Massachusetts and acquired in the merger of Rockville and Legacy United, a single member limited liability company, to hold certain real estate acquired through foreclosure.
United Financial Realty HC, Inc.: Established in Connecticut in February 2016, to segregate mortgage pools and thus provide a focused loan investment platform, facilitating securitization, capital raising and state tax advantages under current law.
United Financial Business Trust I: Established in Maryland as a business trust in February 2016. Treated as a Real Estate Investment Trust (REIT) for federal income tax purposes. United Financial Business Trust I is a subsidiary of United Financial Realty HC, Inc.
Employees
At December 31, 2015,2017, the Company had 697774 full-time equivalent employees consisting of 651727 full-time and 8186 part-time employees. None of the employees were represented by a collective bargaining group.
The Company maintains a comprehensive employee benefit program providing, among other benefits, group medical and dental insurance, life insurance, disability insurance, a pension plan and an employee 401(k) investment plan. The pension plan was frozen effective December 31, 2012. Under the freeze, participants in the plan stopped earning additional benefits under the plan. In connection with the pension plan being frozen, the Company provides additional benefits to the impacted employees by providing additional benefits to them through the 401(k) Plan beginning January 1, 2013 for a five year period. Additional benefits totaled $88,000, $102,000 and $133,000 for the years ended December 31, 2017, 2016 and 2015, respectively. The pension plan currently provides benefits for full-time employees hired before January 1, 2005. Effective January 1, 2014, the Company merged its Employee Stock Ownership Plan with its 401(k) Plan.
Management considers relations with its employees to be good. See Notes 1615 and 1716 of the Notes to Consolidated Financial Statements contained elsewhere within this report for additional information on certain benefit programs.
SUPERVISION AND REGULATION
General
United Bank is a Connecticut-chartered stock savings bank and is a wholly-owned subsidiary of United Financial Bancorp, Inc., a stock corporation. United Bank’s deposits are insured up to applicable limits by the FDIC through the Deposit Insurance Fund (“DIF”). United Bank is subject to extensive regulation by the Connecticut Banking Department, as its chartering agency, and by the FDIC, as its deposit insurer. United Bank is required to file reports with, and is periodically examined by, the FDIC and the Connecticut Banking Department concerning its activities and financial condition. It must obtain regulatory approvals prior to entering into certain transactions, such as mergers. United Financial Bancorp, Inc., asIn March 2016, the Company elected to become a financial holding company. As a registered financial holding company and a bank holding company it is subject to regulationinspection, examination, and supervision by and is required to file reports withthe Board of Governors of the Federal Reserve Bank of Boston (“FRB”).System, and is regulated under the BHC Act. As a financial holding company, the Company can engage in activities that are financial in nature or incidental to a financial activity. Any change in such regulations, whether by the Connecticut Banking Department, the FDIC or the FRB, could have a material adverse impact on the Bank or the Company.

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Dodd-Frank Wall Street Reform and Consumer Protection Act
On July 21, 2010, the President of the United States signed the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”). This new law significantly changes the historical bank regulatory structure and affects the lending, deposit, investment, trading and operating activities of financial institutions and their holding companies. The Dodd-Frank Act requires various federal agencies to adopt a broad range of new rules and regulations, and to prepare numerous studies and reports for Congress. The federal agencies are given significant discretion in drafting the rules and regulations, and consequently, many of the details and much of the impacts of the Dodd-Frank Act may not be known for many months or years.
The Dodd-Frank Act created a new Consumer Financial Protection Bureau (“CFPB”) with broad powers to supervise and enforce consumer protection laws. The CFPB has broad rule-making authority for a wide range of consumer protection laws that apply to all banks and savings institutions, including the authority to prohibit “unfair, deceptive or abusive” acts and practices. The CFPB has examination and enforcement authority over all banks with more than $10 billion in assets. United Bank, as a bank with $10 billion or less in assets, will continue to be examined for compliance with the consumer laws by our primary bank

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regulators. The Dodd-Frank Act also weakens the federal preemption rules that have been applicable for national banks and federal savings associations, and gives state attorney generals the ability to enforce federal consumer protection laws.
The Dodd-Frank Act requires minimum leverage (Tier I) and risk-based capital requirements for bank and savings and loan holding companies that are no less than those applicable to banks, which will exclude certain instruments that previously have been eligible for inclusion by bank holding companies as Tier I capital, such as trust preferred securities.
A provision of the Dodd-Frank Act eliminates the federal prohibitions on paying interest on demand deposits, thus allowing businesses to have interest-bearing checking accounts. Depending on competitive responses, this significant change to existing law could have an adverse impact on our interest expense. The Dodd-Frank Act also broadens the base for FDIC deposit insurance assessments. Assessments will now be based on the average consolidated total assets less tangible equity capital of a financial institution, rather than deposits. The Dodd-Frank Act also permanently increases the maximum amount of deposit insurance for banks, savings institutions and credit unions to $250,000 per depositor for each account relationship category, retroactive to January 1, 2009. The legislation also increases the required minimum reserve ratio for the DIF, from 1.15% to 1.35% of insured deposits, and directs the FDIC to offset the effects of increased assessments on depository institutions with less than $10 billion in assets.
Under the Dodd-Frank Act we are required to give stockholders a non-binding vote on executive compensation and so-called “golden parachute” payments. The Dodd-Frank Act also authorizes the Securities and Exchange Commission to promulgate rules that would allow stockholders to nominate their own candidates using our proxy materials. The legislation also directs the Federal Reserve Board to promulgate rules prohibiting excessive compensation paid to bank holding company executives, regardless of whether the company is publicly traded or not.
ItThe Senate Banking Committee is expected to recommend a bill in 2018 which will roll back or eliminate key parts of the Dodd-Frank Act, however, it is expected that, at a minimum, the Dodd-Frank Act implications will continue to increase our operating and compliance costs and could increase our interest expense.
Connecticut Banking Laws And Supervision
Connecticut Banking Commissioner:    The Commissioner regulates internal organization as well as the deposit, lending and investment activities of state chartered banks, including United Bank. The approval of the Commissioner is required for, among other things, the establishment of branch offices, including those in other states, and business combination transactions. The Commissioner conducts periodic examinations of Connecticut-chartered banks. The FDIC also regulates many of the areas regulated by the Commissioner, and federal law may limit some of the authority provided to Connecticut-chartered banks by Connecticut law.
Lending Activities:    Connecticut banking laws grant banks broad lending authority. With certain limited exceptions, any one obligor under this statutory authority may not exceed 10% and 15%, respectively, of a bank’s capital and allowance for loan losses.
Dividends:    The BankCompany may pay cash dividends out of its net profits. For purposes of this restriction, “net profits” represents the remainder of all earnings from current operations. Further, the total amount of all dividends declared by a savings bank in any year may not exceed the sum of a bank’s net profits for the year in question combined with its retained net profits from the preceding two years. Federal law also prevents an institution from paying dividends or making other capital distributions that, if by doing so, would cause it to become “undercapitalized.” The FDIC may limit a savings bank’s ability to pay dividends. No dividends may be paid to the Bank’sCompany’s shareholder if such dividends would reduce stockholders’ equity below the amount of the liquidation account required by the Connecticut conversion regulations.

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Powers:    Connecticut law permits Connecticut chartered banks to sell insurance and fixed and variable rate annuities if licensed to do so by the applicable state insurance commissioner. With the prior approval of the Commissioner, Connecticut banks are also authorized to engage in a broad range of activities related to the business of banking, or that are financial in nature or that are permitted under the Bank Holding Company Act (“BHCA”) or the Home Owners’ Loan Act (“HOLA”), both federal statutes, or the regulations promulgated as a result of these statutes. Connecticut banks are also authorized to engage in any activity permitted for a national bank or a federal savings association upon filing notice with the Commissioner unless the Commissioner disapproves the activity.
Assessments:    Connecticut banks are required to pay annual assessments to the Connecticut Banking Department to fund the Department’s operations. The general assessments are paid pro-rata based upon a bank’s asset size.
Enforcement:    Under Connecticut law, the Commissioner has extensive enforcement authority over Connecticut banks and, under certain circumstances, affiliated parties, insiders, and agents. The Commissioner’s enforcement authority includes cease

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and desist orders, fines, receivership, conservatorship, removal of officers and directors, emergency closures, dissolution and liquidation.
Federal Regulations
Capital Requirements:    Under FDIC regulations, federally insured state-chartered banks that are not members of the Federal Reserve System (“state non-member banks”), such as United Bank, are required to comply with minimum leverage capital requirements. For an institution determined by the FDIC to not be anticipating or experiencing significant growth and to be, in general, a strong bank holding company, rated composite 1 under the Uniform Financial Institutions Ranking System established by the Federal Financial Institutions Examination Council, the minimum capital leverage requirement is a ratio of Tier I capital to total assets of 3%. For all other institutions, the minimum leverage capital ratio is 4%. Tier I capital is the sum of common stockholders’ equity, non-cumulative perpetual preferred stock (including any related surplus) and minority investments in certain subsidiaries, less intangible assets (except for certain servicing rights and credit card relationships) and certain other specified items.
The FDIC regulations require state non-member banks to maintain certain levels of regulatory capital in relation to regulatory risk-weighted assets. The ratio of regulatory capital to regulatory risk-weighted assets is referred to as a bank’s “risk-based capital ratio.” Risk-based capital ratios are determined by allocating assets and specified off-balance sheet items (including recourse obligations, direct credit substitutes and residual interests) across 17 risk-weighted categories ranging from 0% to 1250%, with higher levels of capital being required for the categories perceived as representing greater risk. For example, under the FDIC’s risk-weighting system, cash and securities backed by the full faith and credit of the U.S. Government are given a 0% risk weight, loans secured by one-to-four family residential properties generally have a 50% risk weight, and commercial loans have a risk weighting of 100%, however, certain investment securities risk-weighted under the simplified supervisory formula approach can carry a risk weight up to 1250%.
State non-member banks such as United Bank, must maintain a minimum ratio of total capital to risk-weighted assets of 8%, of which at least one-half must be Tier I capital. Total capital consists of Tier I capital plus Tier 2 or supplementary capital items, which include allowancesthe allowance for loan losses in an amount of up to 1.25% of risk-weighted assets, cumulative preferred stock and certain other capital instruments, and a portion of the net unrealized gain on equity securities. The includible amount of Tier 2 capital cannot exceed the amount of the institution’s Tier I capital. Banks that engage in specified levels of trading activities are subject to adjustments in their risk-based capital calculation to ensure the maintenance of sufficient capital to support market risk.
The Federal Deposit Insurance Corporation Improvement Act (the “FDICIA”) required each federal banking agency to revise its risk-based capital standards for insured institutions to ensure that those standards take adequate account of interest-rate risk, concentration of credit risk, and the risk of nontraditional activities, as well as to reflect the actual performance and expected risk of loss on multi-family residential loans. The FDIC, along with the other federal banking agencies, has adopted a regulation providing that the agencies will take into account the exposure of a bank’s capital and economic value to changes in interest rate risk in assessing a bank’s capital adequacy. The FDIC also has authority to establish individual minimum capital requirements in appropriate cases upon determination that an institution’s capital level is, or is likely to become, inadequate in light of the particular circumstances.
As a financial and bank holding company, United Financial Bancorp, Inc. is subject to capital adequacy guidelines for bank holding companies similar to those of the FDIC for state-chartered banks. United Financial Bancorp, Inc.’s stockholders’ equity exceeds these requirements.
The current U.S. federal bank regulatory agencies’ risk-based capital guidelines are based upon the 1988 capital accord (“Basel I”) of the Basel Committee on Banking Supervision (“Basel Committee”). The Basel Committee is a committee of central banks and bank supervisors/regulators from the major industrialized countries that meet under the auspices of the Bank for

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International Settlements in Basel, Switzerland to develop broad policy guidelines for use by each country’s supervisors in determining the supervisory policies they apply.
In 2010, the Basel Committee released its final framework for strengthening international capital and liquidity regulation, now officially identified by the Basel Committee as “Basel III.” Basel III, when implemented by the U.S. bank regulatory agencies and fully phased-in, will require bank holding companies and their bank subsidiaries to maintain substantially more capital, with a greater emphasis on common equity.
In July 2013, federal banking regulators approved final rules that implement changes to the regulatory capital framework for U.S. banks. The rules set minimum requirements for both the quantity and quality of capital held by community banking institutions. The final rule includes a new minimum ratio of common equity Tier 1 capital to risk weighted assets of 4.5%, raises thea minimum ratio of Tier 1 capital to risk-weighted assets from 4% to 6%, includes a minimum leverage ratio of 4% for all banking

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organizations and includes a minimum total capital to risk weighted assets ratio of 8%. Additionally, community banking institutions must maintain a capital conservation buffer of common equity Tier 1 capital in an amount greater than 2.5% of total risk-weighted assets to avoid being subject to limitations on capital distributions and discretionary bonus payments to executive officers. The phase-inphase in period for the rulescapital conservation buffer began for the Company on January 1, 2015,2016, with full compliance with all of the final rules’ requirements phased in over a multi-year schedule.by January 1, 2019. The initial phase in amount was 0.625%. The Company’s capital levels remain characterized as “well-capitalized” under the new rules.
Prompt Corrective Regulatory Action:    Federal law requires, among other things, that federal bank regulatory authorities take “prompt corrective action” with respect to banks that do not meet minimum capital requirements. For these purposes, the law establishes five capital categories: well-capitalized, adequately capitalized, undercapitalized, significantly undercapitalized, and critically undercapitalized.
The FDIC has adopted regulations to implement the prompt corrective action legislation. An institution is deemed to be “well-capitalized” if it has a total risk-based capital ratio of 10% or greater, a Tier I risk-based capital ratio of 6%8% or greater and a leverage ratio of 5% or greater. An institution is “adequately capitalized” if it has a total risk-based capital ratio of 8% or greater, a Tier I risk-based capital ratio of 4%6% or greater, and generally a leverage ratio of 4% or greater. An institution is “undercapitalized” if it has a total risk-based capital ratio of less than 8%, a Tier I risk-based capital ratio of less than 4%6%, or generally a leverage ratio of less than 4%. An institution is deemed to be “significantly undercapitalized” if it has a total risk-based capital ratio of less than 6%, a Tier I risk-based capital ratio of less than 3%4%, or a leverage ratio of less than 3%. An institution is considered to be “critically undercapitalized” if it has a ratio of tangible equity (as defined in the regulations) to total assets that is equal to or less than 2%. As of December 31, 2015,2017, United Bank was considered a “well-capitalized” institution.
“Undercapitalized” banks must adhere to growth, capital distribution (including dividend) and other limitations and are required to submit a capital restoration plan. A bank’s compliance with such a plan is required to be guaranteed by any company that controls the undercapitalized institution in an amount equal to the lesser of 5% of the institution’s total assets when deemed undercapitalized or the amount necessary to achieve the status of adequately capitalized. If an “undercapitalized” bank fails to submit an acceptable plan, it is treated as if it is “significantly undercapitalized.” “Significantly undercapitalized” banks must comply with one or more of a number of additional restrictions, including but not limited to an order by the FDIC to sell sufficient voting stock to become adequately capitalized, requirements to reduce total assets, cease receipt of deposits from correspondent banks or dismiss directors or officers, and restrictions on interest rates paid on deposits, compensation of executive officers and capital distributions by the parent holding company. “Critically undercapitalized” institutions are subject to additional measures including, subject to a narrow exception, the appointment of a receiver or conservator within 270 days after it obtains such status.
Transactions with Affiliates:    Under current federal law, transactions between depository institutions and their affiliates are governed by Sections 23A and 23B of the Federal Reserve Act (the “FRA”). In a holding company context, at a minimum, the parent holding company of a savings bank and any companies which are controlled by such parent holding company are affiliates of the savings bank. Generally, Section 23A limits the extent to which the savings bank or its subsidiaries may engage in “covered transactions” with any one affiliate to 10% of such savings bank’s capital stock and surplus, and contains an aggregate limit on all such transactions with all affiliates to 20% of capital stock and surplus. The term “covered transaction” includes, among other things, the making of loans or other extensions of credit to an affiliate and the purchase of assets from an affiliate. Section 23A also establishes specific collateral requirements for loans or extensions of credit to, or guarantees, acceptances on letters of credit issued on behalf of an affiliate. Section 23B requires that covered transactions and a broad list of other specified transactions be on terms substantially the same, or no less favorable, to the savings bank or its subsidiary as similar transactions with non-affiliates.
Loans to Insiders:    Further, Section 22(h) of the FRA restricts an institution with respect to loans to directors, executive officers, and principal stockholders (“insiders”). Under Section 22(h), loans to insiders and their related interests may not exceed, together with all other outstanding loans to such persons and affiliated entities, the institution’s total capital and surplus. Loans to insiders above specified amounts must receive the prior approval of the Board. Further, under Section 22(h), loans to Directors, executive officers and principal stockholders must be made on terms substantially the same as offered in comparable transactions

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to other persons, except that such insiders may receive preferential loans made under a benefit or compensation program that is widely available to the bank’s employees and does not give preference to the insider over the employees. Section 22(g) of the FRA places additional limitations on loans to executive officers.
Enforcement:    The FDIC has extensive enforcement authority over insured savings banks, including United Bank. This enforcement authority includes, among other things, the ability to assess civil money penalties, issue cease and desist orders and remove directors and officers. In general, these enforcement actions may be initiated in response to violations of laws and regulations and unsafe or unsound practices.
The FDIC has authority under Federal law to appoint a conservator or receiver for an insured bank under limited circumstances. The FDIC is required, with certain exceptions, to appoint a receiver or conservator for an insured state non-member bank if that

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bank was “critically undercapitalized” on average during the calendar quarter beginning 270 days after the date on which the institution became “critically undercapitalized.” The FDIC may also appoint itself as conservator or receiver for an insured state non-member institution under specific circumstances on the basis of the institution’s financial condition or upon the occurrence of other events, including: (1) insolvency; (2) substantial dissipation of assets or earnings through violations of law or unsafe or unsound practices; (3) existence of an unsafe or unsound condition to transact business; and (4) insufficient capital, or the incurring of losses that will deplete substantially all of the institution’s capital with no reasonable prospect of replenishment without federal assistance.
Insurance of Deposit Accounts
The FDIC has adopted a risk-based insurance assessment system. The FDIC assigns an institution to one of three capital categories based on the institution’s financial condition consisting of (1) well-capitalized, (2) adequately capitalized or (3) undercapitalized, and one of three supervisory subcategories within each capital group. The supervisory subgroup to which an institution is assigned is based on a supervisory evaluation provided to the FDIC by the institution’s primary federal regulator and information which the FDIC determines to be relevant to the institution’s financial condition and the risk posed to the deposit insurance funds. An institution’s assessment rate depends on the capital category and supervisory category to which it is assigned. Assessment rates for insurance fund deposits range from 2.5 basis points for the strongest institution to 45 basis points for the weakest. DIF members are also required to assist in the repayment of bonds issued by the Financing Corporation in the late 1980’s to recapitalize the Federal Savings and Loan Insurance Corporation.
As part of the Dodd-Frank bill, the FDIC insurance limit was permanently increased to $250,000 per depositor for each account relationship category. For the years ended December 31, 2015, 20142017, 2016 and 2013,2015, the total FDIC assessments were $3.7$3.1 million, $2.6$3.6 million and $1.2$3.7 million, respectively. The FDIC has exercised its authority to raise assessment rates in the past and may raise insurance premiums in the future. If such action is taken by the FDIC it could have an adverse effect on the earnings of the Company.
The FDIC may terminate insurance of deposits if it finds that the institution is in an unsafe or unsound condition to continue operations, has engaged in unsafe or unsound practices, or has violated any applicable law, regulation, rule, order or condition imposed by the FDIC. The management of the Company does not know of any practice, condition or violations that might lead to termination of deposit insurance.
Federal Reserve System
The FRB regulations require depository institutions to maintain non-interest-earning reserves against their transaction accounts (primarily NOW and regular checking accounts). The FRB regulations generally require that reserves be maintained against aggregate transaction accounts. The Company is in compliance with these requirements.
Federal Home Loan Bank System
The Bank is a member of the FHLBB, which is one of the regional Federal Home Loan Banks composing the Federal Home Loan Bank System. Each Federal Home Loan Bank serves as a central credit facility primarily for its member institutions. As a member of the FHLBB, we are required to acquire and hold shares of capital stock in the FHLBB. While the required percentages of stock ownership are subject to change by the FHLBB, the Company was in compliance with this requirement with an investment in FHLBB stock at December 31, 20152017 and December 31, 2014.2016. For the yearyears ended December 31, 2015,2017 and 2016, the Company purchased $19.2$6.3 million and $5.7 million of FHLBB stock.stock, respectively. The FHLBB did not repurchaserepurchased $9.6 million and $3.4 million excess capital stock from the Company during the yearyears ended December 31, 2015. The FHLBB repurchased $2.3 million of excess capital stock from the Company during 2014, as part of an announced program in 2009 to repurchase $250 million of members’ excess stock.2017 and 2016, respectively.

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Holding Company Regulation
General:    As a registered bank holding company and financial holding company, United Financial Bancorp, Inc. is subject to comprehensive regulation and regular examinations by the Federal Reserve Board. The Federal Reserve Board also has extensive enforcement authority over bank and financial holding companies, including, among other things, the ability to assess civil money penalties, to issue cease and desist or removal orders and to require that a holding company divest subsidiaries (including its bank subsidiaries). In general, enforcement actions may be initiated for violations of law and regulations and unsafe or unsound practices. Under Connecticut banking law, no person may acquire beneficial ownership of more than 10% of any class of voting securities of a Connecticut-chartered bank, or any bank holding company of such a bank, without prior notification of, and lack of disapproval by, the Connecticut Banking Commissioner.
Under Federal Reserve Board policy, a bank holding company must serve as a source of strength for its subsidiary bank. Under this policy, the Federal Reserve Board may require, and has required in the past, a holding company to contribute additional

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capital to an undercapitalized subsidiary bank. As a bank holding company, United Financial Bancorp, Inc. must obtain Federal Reserve Board approval before: (i) acquiring, directly or indirectly, ownership or control of any voting shares of another bank or bank holding company if, after such acquisition, it would own or control more than 5% of such shares (unless it already owns or controls the majority of such shares); (ii) acquiring all or substantially all of the assets of another bank or bank holding company; or (iii) merging or consolidating with another bank holding company.
TheAs a financial holding company with a bank subsidiary the Company must comply with the Bank Holding Company Act alsowhich prohibits a bank holding company, with certain exceptions, from acquiring direct or indirect ownership or control of more than 5% of the voting shares of any company which is not a bank or bank holding company, or from engaging directly or indirectly in activities other than those of banking, managing or controlling banks, or providing services for its subsidiaries. The principal exceptions to these prohibitions involve certain non-bank activities which, by statute or by FRB regulation or order, have been identified as activities closely related to the business of banking or managing or controlling banks. The list of activities permitted by the FRB includes, among other things: (i) operating a savings institution, mortgage company, finance company, credit card company or factoring company; (ii) performing certain data processing operations; (iii) providing certain investment and financial advice; (iv) underwriting and acting as an insurance agent for certain types of credit-related insurance; (v) leasing property on a full-payout, non-operating basis; (vi) selling money orders, travelers’ checks and United States savings bonds; (vii) real estate and personal property appraising; (viii) providing tax planning and preparation services; (ix) financing and investing in certain community development activities; and (x) subject to certain limitations, providing securities brokerage services for customers.
Dividends:    The Federal Reserve Board has issued a policy statement on the payment of cash dividends by bank holding companies that the Company must comply with, which expresses the Federal Reserve Board’s view that a bank holding company should pay cash dividends only to the extent that the holding company’s net income for the past year is sufficient to cover both the cash dividends and a rate of earnings retention that is consistent with the holding company’s capital needs, asset quality and overall financial condition. The FRB also indicated that it would be inappropriate for a company experiencing serious financial problems to borrow funds to pay dividends. Furthermore, under the prompt corrective action regulations adopted by the Federal Reserve Board, the Federal Reserve Board may prohibit a bank holding company of a bank from paying any dividends if the holding company’s bank subsidiary is classified as “undercapitalized.”
Bank holding companies are required to give the Federal Reserve Board prior written notice of any purchase or redemption of its outstanding equity securities if the gross consideration for the purchase or redemption, when combined with the net consideration paid for all such purchases or redemptions during the preceding 12 months, is equal to 10% or more of the consolidated net worth of the bank holding company. The Federal Reserve Board may disapprove such a purchase or redemption if it determines that the proposal would constitute an unsafe or unsound practice or would violate any law, regulation, Federal Reserve Board order or any condition imposed by, or written agreement with, the Federal Reserve Board.
Financial Modernization:    The Gramm-Leach-Bliley Act permits greater affiliation among banks, securities firms, insurance companies, and other companies under a new type of financial services company known as a “financial holding company.” A financial holding company essentially is a bank holding company with significantly expanded powers. Financial holding companies are authorized by statute to engage in a number of financial activities previously impermissible for bank holding companies, including securities underwriting, dealing and market making; sponsoring mutual funds and investment companies; insurance underwriting and agency; and merchant banking activities. The act also permits the Federal Reserve Board and the Department of the Treasury to authorize additional activities for financial holding companies if they are “financial in nature” or “incidental” to financial activities. A bank holding company may become a financial holding company if each of its subsidiary banks is well-capitalized, well managed, and has at least a “Satisfactory” Community Reinvestment Act rating. A financial holding company must provide notice to the Federal Reserve Board within 30 days after commencing activities previously determined by statute or by the Federal Reserve Board and Department of the Treasury to be permissible. In March 2016, United Financial Bancorp, Inc. received approval from to the Federal Reserve Board of its intent to be deemed a financial holding company.

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Miscellaneous Regulation
Sarbanes-Oxley Act of 2002:    The Company is subject to the Sarbanes-Oxley Act of 2002 (the “Act”), which implements a broad range of corporate governance and accounting measures for public companies designed to promote honesty and transparency in corporate America and better protect investors from corporate wrongdoing. In general, the Sarbanes-Oxley Act mandated important new corporate governance and financial reporting requirements intended to enhance the accuracy and transparency of public companies’ reported financial results. It established new responsibilities for corporate chief executive officers, chief financial officers and audit committees in the financial reporting process, and it created a new regulatory body to oversee auditors of public companies. It backed these requirements with new SEC enforcement tools, increased criminal penalties for federal mail, wire and securities fraud, and created new criminal penalties for document and record destruction in connection with federal investigations.

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It also increased the opportunity for more private litigation by lengthening the statute of limitations for securities fraud claims and providing new federal corporate whistleblower protection.
Section 402 of the Act prohibits the extension of personal loans to directors and executive officers of issuers (as defined in the Sarbanes-Oxley Act). The prohibition, however, does not apply to loans advanced by an insured depository institution, such as the Company, that are subject to the insider lending restrictions of Section 22(h) of the Federal Reserve Act.
The Act also required that the various securities exchanges, including the NASDAQ Global Select Stock Market, prohibit the listing of the stock of an issuer unless that issuer complies with various requirements relating to their committees and the independence of their directors that serve on those committees.
Community Reinvestment Act:    Under the Community Reinvestment Act (“CRA”), as amended as implemented by FDIC regulations, a bank has a continuing and affirmative obligation, consistent with its safe and sound operation, to help meet the credit needs of its entire community, including low and moderate income neighborhoods. The CRA does not establish specific lending requirements or programs for financial institutions nor does it limit an institution’s discretion to develop the types of products and services that it believes are best suited to its particular community. The CRA does require the FDIC, in connection with its examination of a bank, to assess the institution’s record of meeting the credit needs of its community and to take such record into account in its evaluation of certain applications by such institution, including applications to acquire branches and other financial institutions. The CRA requires the FDIC to provide a written evaluation of an institution’s CRA performance utilizing a four-tiered descriptive rating system. United Bank’s latest FDIC CRA rating was “Satisfactory.”
Connecticut has its own statutory counterpart to the CRA which is also applicable to United Bank. The Connecticut version is generally similar to the CRA but utilizes a five-tiered descriptive rating system. Connecticut law requires the Commissioner to consider, but not be limited to, a bank’s record of performance under Connecticut law in considering any application by the bank to establish a branch or other deposit-taking facility, to relocate an office or to merge or consolidate with or acquire the assets and assume the liabilities of any other banking institution. United Bank’s most recent rating under Connecticut law was “Satisfactory.”
Consumer Protection And Fair Lending Regulations:    The Company is subject to a variety of federal and Connecticut statutes and regulations that are intended to protect consumers and prohibit discrimination in the granting of credit. These statutes and regulations provide for a range of sanctions for non-compliance with their terms, including imposition of administrative fines and remedial orders, and referral to the Attorney General for prosecution of a civil action for actual and punitive damages and injunctive relief. Certain of these statutes authorize private individual and class action lawsuits and the award of actual, statutory and punitive damages and attorneys’ fees for certain types of violations.
The USA Patriot Act:    On October 26, 2001, the USA PATRIOT Act was enacted. The Act gives the federal government new powers to address terrorist threats through enhanced domestic security measures, expanded surveillance powers, increased information sharing and broadened anti-money laundering requirements. The Act also requires the federal banking regulators to take into consideration the effectiveness of controls designed to combat money-laundering activities in determining whether to approve a merger or other acquisition application of an FDIC-insured institution. As such, if the Company or the Bank were to engage in a merger or other acquisition, the effectiveness of its anti-money-laundering controls would be considered as part of the application process. The Company has established policies, procedures and systems to comply with the applicable requirements of the law. The Patriot Act was reauthorized and modified with the enactment of the USA Patriot Improvement and Reauthorization Act of 2005.
Federal Securities Laws
United Financial Bancorp, Inc.’s common stock is registered with the Securities and Exchange Commission under the Securities Exchange Act of 1934 and is subject to the information, proxy solicitation, insider trading restrictions and other requirements under the Securities Exchange Act of 1934.

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Based on the foregoing, it is anticipated that the resource allocation burdens to support Regulatory compliance will need to increase. This will require continued infrastructure build and may negatively impact profitability to a material degree.
TAXATION
Federal
General:    The Company is subject to federal income taxation in the same general manner as other corporations, with some exceptions discussed below. The following discussion of federal taxation is intended only to summarize certain pertinent federal income tax matters and is not a comprehensive description of the tax rules applicable to the Company.

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Method of Accounting:    For federal income tax purposes, the Company currently reports its income and expenses on the accrual method of accounting and uses a tax year ending December 31 for filing its consolidated federal income tax returns.
Bad Debt Reserves:    Prior to the Small Business Protection Act of 1996 (the “1996 Act”), United Financial Bancorp, Inc.’s subsidiary, United Bank was permitted to establish a reserve for bad debts and to make annual additions to the reserve. These additions could, within specified formula limits, be deducted in arriving at our taxable income. As a result of the 1996 Act, United Bank was required to use the specific charge-off method in computing its bad debt deduction beginning with its 1996 federal tax return. Savings institutions were required to recapture any excess reserves over those established as of December 31, 1987 (base year reserve). At December 31, 2015,2017, the subsidiary had no reserves subject to recapture in excess of its base year.
Taxable Distributions and Recapture:    Bad debt reserves created prior to January 1, 1988 are subject to recapture into taxable income should the Bank fail to meet certain asset and definitional tests.
Alternative Minimum Tax:    The Internal Revenue Code of 1986, as amended (the “Code”), imposes an alternative minimum tax (“AMT”) at a rate of 20% on a base of regular taxable income plus certain tax preferences (alternative minimum taxable income or “AMTI”). The AMT is payable to the extent such AMTI is in excess of an exemption amount and the AMT exceeds the regular income tax. Net operating losses can offset no more than 90% of AMTI. CertainPursuant to the Tax Cuts and Job Act (“Tax Act”) enacted on December 22, 2017 for tax years after December 31, 2017, AMT paymentshas been repealed and any corporate AMT credit which accumulated through prior years AMT liabilities may be used as credits againstoffset the regular tax liabilitiesliability for any taxable year after 2017. In addition, the AMT credit is refundable for any taxable year beginning after 2017 and before 2022 in future years.the amount equal to 50 percent (100 percent for taxable years beginning in 2021) of the excess credit for the taxable year.
Net Operating Loss Carryovers:    AAs a result of the Tax Act, for net operating losses incurred in tax years after December 31, 2017, a corporation may carry backno longer carryback net operating losses to the preceding two taxable years and forward to the succeeding 20 taxable years. Additionally net operating loss usage is limited by the Tax Act to 80%. The 80 percent limitation on NOL deductions applies to losses generated in tax years beginning after December 31, 2017, and the elimination of carrybacks and indefinite extension of carryforwards applies only to NOLs generated in taxable years ending after December 31, 2017. NOLs generated in 2017 and earlier would retain their 20-year life and be available to offset 100 percent of taxable income, subject to certain limitations. At December 31, 2015,2017, United Financial Bancorp, Inc. had net operating loss carryforwards of $1.8$1.2 million for federal income tax purposes, which will begin to expire in 2023.
Corporate Dividends-Received Deduction:    The Company may exclude from its income 100% of dividends received from the Bank as a member of the same affiliated group of corporations. The Tax Act changed the corporate dividends received deduction is 80.0%of 80% to 65% in the case of dividends received from corporations after December 31, 2017 with which a corporate recipient does not file a consolidated tax return, and corporations which own less than 20.0%20% of the stock of a corporation distributing a dividend may deduct only 70.0%50%, previously 70% for dividends prior to December 31, 2017, of dividends received or accrued on their behalf.
Currently, theThe Company is not currently under examinationaudit with respect to its incomefederal tax returnreturns which have not been audited for the 2013 tax year.past four years.
State
The Company reports income on a calendar year basis to the State of Connecticut and the Commonwealth of Massachusetts. Generally, the income of financial institutions in Connecticut, which is calculated based on federal taxable income subject to certain adjustments, is subject to Connecticut tax. The Company and the Bank are currently subject to the corporate business tax at 7.5% of taxable income, subject to a 20% surcharge in 2015.2017.
In 1998, the State of Connecticut enacted legislation permitting the formation of passive investment companies (“PIC”) by financial institutions. This legislation exempts qualifying passive investment companies from the Connecticut corporation business

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tax and excludes dividends paid from a passive investment company from the taxable income of the parent financial institution. United Bank established a passive investment company, United Bank Mortgage Company, in December 1998.
The Company believes it is in compliance with the state PIC requirements and that no Connecticut taxes are due from December 31, 1998 through December 31, 2015;2017; however, the Company has not been audited by the Department of Revenue Services for such periods. If the state were to determine that the PIC was not in compliance with statutory requirements, a material amount of taxes could be due. The State of Connecticut continues to be under pressure to find new sources of revenue, and therefore could enact legislation to eliminate the passive investment company exemption. If such legislation were enacted, United Financial Bancorp, Inc. would be subject to higher state income taxes in Connecticut.
The Company also reports income on a calendar year basis to the Commonwealth of Massachusetts. Generally, Massachusetts imposes a tax of 9.0% on income taxable for in Massachusetts, although Massachusetts Security Corporations are taxed at 1.32%.  Massachusetts taxable income is based on federal taxable income after modifications pursuant to state tax law.
The Company is not currently under audit with respect to its state tax returns which have not been audited for the past five years.
The Company also pays taxes in certain other states due to increased loan activity, and these taxes were immaterial to the Company’s results.

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Securities and Exchange Commission Availability of Filings
United Financial Bancorp, Inc.’s common stock is registered with the Securities and Exchange Commission under the Securities Exchange Act of 1934 (“Exchange Act”) and is subject to the information, proxy solicitation, insider trading restrictions and other requirements under the Exchange Act. Under Sections 13 and 15(d) of the Exchange Act, periodic and current reports must be filed or furnished with the SEC. You may read and copy any reports, statements or other information filed by United Financial Bancorp, Inc. with the SEC at its public reference room at 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the public reference rooms. United’s filings are also available to the public from commercial document retrieval services and at the website maintained by the SEC at http://www.sec.gov. In addition, United makes available free of charge on its Investor Relations website (unitedfinancialinc.com) its annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and all amendments to those reports, as soon as reasonably practicable after such material is electronically filed with, or furnished to, the SEC. The Company’s website and the information contained therein or connected thereto are not intended to be incorporated into this Annual Report on Form 10-K.

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Item 1A.    Risk Factors
You should consider carefully the following risk factors in evaluating an investment in shares of our common stock. An investment in our common stock is subject to risks inherent in our business. Before making an investment decision, you should carefully consider the risks and uncertainties described below.
Risks Related to Our Business

We are subject to lending risk and could incur losses in our loan portfolio despite our underwriting practices.

United Bank originates commercial business loans, commercial real estate loans, consumer loans, and residential mortgage loans primarily within its market area. Commercial business loans, commercial real estate loans, and consumer loans may expose a lender to greater credit risk than loans secured by residential real estate. In addition, commercial real estate and commercial business loans may also involve relatively large loan balances to individual borrowers or groups of borrowers. These loans also have a greater credit risk than residential real estate for the following reasons:

Commercial Business Loans: Repayment is generally dependent upon the successful operation of the borrower’s business.
Commercial Real Estate Loans: Repayment is dependent on income being generated in amounts sufficient to cover operating expenses and debt service.
Consumer Loans: Consumer loans are collateralized, if at all, with assets that may not provide an adequate source of payment of the loan due to depreciation, damage or loss.
While relatively stable, an economic slowdown, at the local and national level, is possible which could adversely affect the value of the properties securing the loans or revenues from borrowers’ businesses, thereby increasing the risk of potential increases in non-performing loans. The decreases in real estate values could adversely affect the value of property used as collateral for our commercial and residential real estate loans. A stagnation in the economy coupled with a slow economic recovery may also have a negative effect on the ability of our commercial borrowers to make timely repayments of their loans, which could have an adverse impact on our earnings. If poor economic conditions were prolonged, it could result in decreased opportunities to make quality

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loans and our profits may decrease because our alternative investment opportunities may earn less income. The resultant market uncertainty may lead to a widespread reduction in general business activity. The resulting economic pressure brought to bear on consumers may adversely affect our business, financial condition, and results of operations.
All of these factors could have a material adverse effect on our financial condition and results of operations. See further discussion on the commercial loan portfolio in “Lending Activities” within “Item 7 -Management’s Discussion and Analysis of Financial Condition and Results of Operations,” of this Annual Report on Form 10-K.
If United Bank’s allowance for loan losses is not sufficient to cover actual loan losses, our earnings could decrease.
We make various assumptions and judgments about the collectability of our loan portfolio, including the creditworthiness of our borrowers and the value of the real estate and other assets serving as collateral for the repayment of many of our loans. Previous declines in real estate values continue to impact the collateral values that secure our real estate loans. The impact of these declines on the original appraised values of secured collateral can be difficult to estimate. In determining the amount of the allowance for loan losses, we review our loss and delinquency experience on different loan categories, and we evaluate existing economic conditions. If our assumptions are incorrect, our allowance for loan losses may not be sufficient to cover losses inherent in our loan portfolio, resulting in additions to our allowance, which would decrease our net income. Our allowance for loan losses amounted to 0.73%0.88% of total loans outstanding and 89.64%148.76% of non-performing loans at December 31, 2015.2017. Although we are unaware of any specific problems with our loan portfolio that would require any increase in our allowance at the present time, it may need to be increased further in the future, due to our emphasis on loan growth and on increasing our portfolio of commercial business and commercial real estate loans. Our allowance for loan losses to total covered loans was 1.07%1.03% at December 31, 2015.2017.
In addition, banking regulators and other outside third parties, periodically review our allowance for loan losses and may require us to increase our provision for loan losses or recognize further loan charge-offs based on a myriad of factors and assumptions. Any increase in the allowance for loan losses or loan charge-offs as required by these regulatory authorities may have a material adverse effect on our results of operations and financial condition.
A new accounting standard may require us to increase our allowance for loan losses and may have a material adverse effect on our financial condition and results of operations.
The Financial Accounting Standards Board has issued Accounting Standards Update 2016-13, which will be effective for the Company for the first quarter of the fiscal year ending December 31, 2020. This standard, often referred to as “CECL” (reflecting a current expected credit loss model), will require companies to recognize an allowance for credit losses based on estimates of losses expected to be realized over the contractual lives of the loans. Under current U.S. GAAP, companies generally recognize credit losses only when it is probable that a loss has been incurred as of the balance sheet date. This new standard will require us to collect and review increased types and amounts of data for us to determine the appropriate level of the allowance for loan losses, and may require us to increase our allowance for loan losses. Any increase in our allowance for loan losses or expenses incurred to determine the appropriate level of the allowance for loan losses may have a material adverse effect on our financial condition and results of operations. We are currently evaluating the impact of adopting this standard on our consolidated financial statements, which is expected to increase loan loss reserves, the amount of which is uncertain at this time. 
Concentration of loans in our primary market area may increase risk
Our success is impacted by the general economic conditions in the geographic areas in which we operate, primarily Connecticut and Central and Western Massachusetts. Accordingly, the local economic conditions in these markets have a significant impact on the ability of borrowers to repay loans. As such, a decline in real estate valuations in these markets would lower the

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value of the collateral securing those loans. In addition, a significant weakening in general economic conditions such as inflation, recession, unemployment, or other factors beyond our control could reduce our ability to generate new loans and increase default rates on those loans and otherwise negatively affect our financial results.

Changes in interest rates could adversely affect our results of operations and financial condition
Our results of operations and financial condition could be significantly affected by changes in the level of interest rates and the steepness of the yield curve. Our financial results depend substantially on net interest income, which is the difference between the interest income that we earn on interest-earning assets and the interest expense we pay on interest-bearing liabilities. While we have modeled rising interest rate scenarios using historic data and such scenarios result in an increase in our net interest income, our interest-bearing liabilities may reprice or mature more quickly than modeled, thus resulting in a decrease in our net interest income. Further, a flatter yield curve than we modeled would also result in a decline in net interest income.
Changes in interest rates also affect the value of our interest-earning assets and in particular our investment securities. Generally, the value of our investment securities fluctuates inversely with changes in interest rates. Decreases in the fair value of

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our investment securities, therefore, could have an adverse effect on our stockholders’ equity or our earnings if the decrease in fair value is deemed to be other than temporary.
Changes in interest rates may also affect the average life of our loans and mortgage related securities. Decreases in interest rates may cause an increase in prepayments of our loans and mortgage-related securities, as borrowers refinance to reduce borrowing costs. As prepayment speeds on mortgage related securities increase, the premium amortization increases prospectively, and additionally there would be an adjustment required under the application of the interest method of income recognition, and will therefore result in lower net interest income. Under these circumstances, we are also subject to reinvestment risk to the extent that we are unable to reinvest the cash received from such prepayments at rates that are comparable to the rates on our existing loans and securities. Additionally, increases in interest rates may decrease loan demand and make it more difficult for borrowers to repay adjustable rate loans.
Continued or further declines in the value of certain investment securities could require write-downs, which would reduce our earnings.
The gross unrealized losses within our investment securities portfolio are due in part to an increase in credit spreads. We have concluded these unrealized losses are temporary in nature since they are not related to the underlying credit quality of the issuers or underlying assets, and we have the intent and ability to hold these investments for a time necessary to recover our cost at stated maturity (at which time, full payment is expected). However, a continued decline in the value of these securities due to deterioration in the underlying credit quality of the issuers or underlying assets or other factors could result in an other-than-temporary impairment write-down which would reduce our earnings.
The market price and trading volume of our common stock may be volatile.
The level of interest and trading in the Company’s stock depends on many factors beyond our control. The market price of our common stock may be highly volatile and subject to wide fluctuations in response to numerous factors, including, but not limited to, the factors discussed in other risk factors and the following: actual or anticipated fluctuations in operating results; changes in interest rates; changes in the legal or regulatory environment; press releases, announcements or publicity relating to the Company or its competitors or relating to trends in its industry; changes in expectations as to future financial performance, including financial estimates or recommendations by securities analysts and investors; future sales of our common stock; changes in economic conditions in our marketplace, general conditions in the U.S. economy, financial markets or the banking industry; and other developments affecting our competitors or us. These factors may adversely affect the trading price of our common stock, regardless of our actual operating performance, and could prevent stockholders from selling their common stock at a desirable price.
In the past, stockholders have brought securities class action litigation against a companyother companies following periods of volatility in the market price of their securities. WeIf we experience such volatility we could be the target of similar litigation in the future, which could result in substantial costs and divert management’s attention and resources.
Our success depends on our key personnel, including our executive officers, and the loss of key personnel could disrupt our business.
Our success depends on our ability to recruit and retain highly-skilled personnel. Competition for the very best people from our industry makes the hiring decision process complicated. Our ability to find seasoned individuals with specialized skill sets that match our needs, could prove difficult. The unexpected loss of services of one or more of the Company’s key personnel could

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have a material adverse impact on the business because we would lose the employee’s skills, knowledge of the market and years of industry experience and may have difficulty finding qualified replacement personnel.
United has opened new branches and may open additional new branches and loan production offices which may incur losses during their initial years of operation as they generate new deposit and loan portfolios.
The Company opened onedid not open any new branchbranches in 2015.2017 or 2016. However, United intends to continue to explore opportunities to expand and eliminate non-strategic branches to better posture the Company to achieve greater operational efficiencies going forward. Losses are expected in connection with theseestablishing new branches for some time, as the expenses associated with them are largely fixed and are typically greater than the income earned at the outset as the branches build up their customer bases.
Strong competition within United’s market area may limit our growth and profitability.
Competition in the banking and financial services industry is intense and increasing. In our market area, we compete with commercial banks, savings institutions, mortgage brokerage firms, credit unions, finance companies, mutual funds, insurance companies, and brokerage and investment banking firms operating locally and elsewhere. Many of these competitors have substantially greater resources and lending limits than we have, and offer certain services that we do not or cannot provide. Our

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profitability depends upon our continued ability to compete successfully in our market area. The greater resources and deposit and loan products offered by our competitors may limit our ability to increase our interest-earning assets.
The Company continues to encounter technological change. Failure to understand and keep current on technological change could adversely affect our business.
The financial services industry is continually undergoing rapid technological change with frequent introductions of new technology-driven products and services. The effective use of technology increases efficiency and enables financial institutions to better serve customers and to reduce costs. The Company provides product and services that will satisfy customer demands, as well as to create additional efficiencies in the Company’s operations. Many of our competitors have substantially greater resources to invest in technological improvements. We may not be able to effectively implement new technology-driven products and services or be successful in marketing these products and services to our customers. Failure to successfully keep pace with technological change affecting the financial services industry could have a material adverse impact on our business, financial condition and results of operations.
Our controls and procedures may fail or be circumvented, which may result in a material adverse effect on our business.
Management regularly reviews and updates our internal controls, disclosure controls and procedures, and corporate governance policies and procedures. Any system of controls, however well designed and operated, is based in part on certain assumptions and can provide only reasonable, not absolute, assurances that the objectives of the system are met. Any failure or circumvention of the controls and procedures or failure to comply with regulations related to controls and procedures could have a material adverse effect on our business, results of operations and financial condition.
We are exposed to fraud in many aspects of the services and products that we provide.
We offer debit cards and credit cards to our banking customers and plan to expandexpanded our online banking and online account opening capabilities in 2016.2017.  Historically, we have experienced operational losses from fraud committed by third parties that obtain credentials from our customers or merchants utilized by our customers.  We have little ability to manage how merchants or our banking customers protect the credentials that our customers have to transact with us.  When customers and merchants do not adequately protect customer account credentials, our risks and potential costs increase.  As (a) our sales of these services and products expand, (b) those who are committing fraud become more sophisticated and more determined, and (c) our banking services and product offerings expand, our operational losses could increase.
We believe we have underwriting and operational controls in place to prevent or detect such fraud, but we cannot provide assurance that these controls will be effective in detecting fraud or that we will not experience fraud losses or incur costs or other damage related to such fraud, at levels that adversely affect our financial results or reputation. Our lending customers may also experience fraud in their businesses which could adversely affect their ability to repay their loans or make use of our services. Our exposure and the exposure of our customers to fraud may increase our financial risk and reputation risk as it may result in unexpected loan losses that exceed those that have been provided for in our allowance for loan losses.
Our information systems may experience an interruption or security breach.
We rely heavily on communications and information systems to conduct our business. Any failure or interruption of these systems could result in failures or disruptions in our customer relationship management, general ledger, deposit, loan and other systems. While we have policies and procedures designed to prevent or limit the effect of the possible failure or interruption of our information systems, there can be no assurance that any such failure or interruption will not occur or, if they do occur, that they will be adequately addressed. A breach in security of our systems, including a breach resulting from our newer online capabilities such as mobile banking, increases the potential for fraud losses. The occurrence of any failure, interruption or security breach of our information systems could damage our reputation, result in a loss of customer business, subject us to additional regulatory scrutiny or expose us to civil litigation and possible financial liability.

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We rely on third-party relationships to conduct our business, which subjects us to strategic, reputation, compliance and transaction (operational) risk.
We rely on third party service providers to leverage subject matter expertise and industry best practice, provide enhanced products and services, and reduce costs. Although there are benefits in entering into third party relationships with vendors, there are risks associated with such activities. When entering a third party relationship, the risks associated with that activity are not passed to the third party but remain our responsibility. Management and the Board of Directors are ultimately responsible for the activities conducted by vendors. To that end, Management is accountable for the review and evaluation of all new and existing vendor relationships. Management is responsible for ensuring that adequate controls are in place at United and our vendors to protect the bankCompany and its customers from the risks associated with vendor relationships.

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Increased risk most often arises from poor planning, oversight and control on the part of the bankCompany and inferior performance or service on the part of the third party, and may result in legal costs or loss of business. While we have implemented a vendor management program to actively manage the risks associated with the use of third party service providers, any problems caused by third party service providers could adversely affect our ability to deliver products and services to our customers and to conduct our business. Replacing third party vendors could also take a long period of time and result in increased expenses.
United faces cybersecurity risks, including “denial of service attacks,” “hacking” and “identity theft” that could result in the disclosure of confidential information, adversely affect United’s business or reputation and create significant legal and financial exposure.
United’s computer systems and network infrastructure are subject to security risks and could be susceptible to cyber-attacks, such as denial of service attacks, hacking, terrorist activities or identity theft. Financial services institutions and companies engaged in data processing have reported breaches in the security of their websites or other systems, some of which have involved sophisticated and targeted attacks intended to obtain unauthorized access to confidential information, destroy data, disable or degrade service or sabotage systems, often through the introduction of computer viruses or malware, cyber-attacks and other means. Denial of service attacks have been launched against a number of large financial services institutions. Hacking and identity theft risks, in particular, could cause serious reputational harm. Cyber threats are rapidly evolving and United may not be able to anticipate or prevent all such attacks. United may incur increasing costs in an effort to minimize these risks and could be held liable for any security breach or loss. Although to date we have not experienced any material losses relating to cyber attacks or other information security breaches, there can be no assurance that we will not suffer such losses in the future. Our risk and exposure to these matters remains heightened and as a result the continued development and enhancement of our controls, processes and practices designed to protect our systems, computers, software, data and networks from attack, damage or unauthorized access remain a priority for us. As an additional layer of protection, we have purchased network and privacy liability risk insurance coverage which includes digital asset loss, business interruption loss, network security liability, privacy liability, network extortion and data breach coverage.
Despite efforts to ensure the integrity of its systems, United will not be able to anticipate all security breaches of these types, and United may not be able to implement effective preventive measures against such security breaches.breaches on a timely basis. The techniques used by cyber criminals change frequently and can originate from a wide variety of sources, including outside groups such as external service providers, organized crime affiliates, terrorist organizations or hostile foreign governments. Those parties may also attempt to fraudulently induce employees, customers or other users of United’s systems to disclose sensitive information in order to gain access to its data or that of its clients. These risks may increase in the future as the Company continues to increase its mobile-payment and other internet-based product offerings and expands its internal usage of web-based products and applications.
A successful penetration or circumvention of system security could cause serious negative consequences to United, including significant disruption of operations, misappropriation of confidential information of United or that of its customers, or damage to computers or systems of the Company or those of its customers and counterparties. A security breach could result in violations of applicable privacy and other laws, financial loss to United or to its customers, loss of confidence in United’s security measures, significant litigation exposure, and harm to United’s reputation, all of which could have a material adverse effect on the Company. United engages third party vendors to assess our readiness, and the results are reported to management and the Board Risk Committee.
Mortgage banking income may experience significant volatility.
Mortgage banking income is highly influenced by the level and direction of mortgage interest rates which may influence secondary market spreads, and real estate and refinancing activity. In lower interest rate environments, the demand for mortgage loans and refinancing activity will tend to increase. This has the effect of increasing fee income, but could adversely impact the estimated fair value of our mortgage servicing rights as the rate of loan prepayments increase. In higher interest rate environments, the demand for refinancing activity will generally be lower, and our inability to capture purchase mortgage market share may have the effect of decreasing fee income.

25


If the goodwill that the Company has recorded in connection with its mergers and acquisitions becomes impaired, it couldwill have a negative impact on the Company’s profitability.
Applicable accounting standards require that the acquisition method of accounting be used for all business combinations. Under acquisition accounting, if the purchase price of an acquired company exceeds the fair value of the company’s net assets, the excess is carried on the acquirer’s balance sheet as goodwill. At December 31, 2015,2017, the Company had approximately $115.3 million of goodwill on its balance sheet primarily reflecting the merger with Legacy United. Companies must evaluate goodwill for impairment at least annually. Write-downs of the amount of any impairment, if necessary, are to be charged to the results of operations in the period in which the impairment occurs. There can be no assurance that future evaluations of goodwill will not

30


result in findings of impairment and related write-downs, which may have a material adverse effect on United’s financial condition and results of operations.
Our ability to make opportunistic acquisitions is subject to significant risks, including the risk that regulators will not provide the requisite approvals.
We may make opportunistic whole or partial acquisitions of other banks, branches, financial institutions or related businesses from time to time that we expect may further our business strategy, including through participation in FDIC-assisted acquisitions or assumption of deposits from troubled institutions. Any possible acquisition will be subject to regulatory approval, and there can be no assurance that we will be able to obtain such approval in a timely manner or at all. Even if we obtain regulatory approval, these acquisitions could involve numerous risks, including lower than expected performance or higher than expected costs, difficulties related to integration, difficulties and costs associated with consolidation and streamlining inefficiencies, diversion of management’s attention from other business activities, changes in relationships with customers and the potential loss of key employees. In addition, we may not be successful in identifying acquisition candidates, integrating acquired institutions, or preventing deposit erosion or loan quality deterioration at acquired institutions. Competition for acquisitions can be highly competitive, and we may not be able to acquire other institutions on attractive terms. There can be no assurance that we will be successful in completing or will even pursue future acquisitions, or if such transactions are completed, that we will be successful in integrating acquired businesses into operations. Our ability to grow may be limited if we choose not to pursue or are unable to successfully make acquisitions in the future.
A large portion of our loan portfolio is acquired and was not underwritten by us at origination.
At December 31, 2015, 32.2%2017, 21.7% of our loan portfolio was acquired and was not underwritten by us at origination, and therefore is not necessarily reflective of our historical credit risk experience. We performed extensive credit due diligence prior to each acquisition and marked the loans to fair value upon acquisition, with such fair valuation considering expected credit losses that existed at the time of acquisition. Additionally, we evaluate the expected cash flows of these loans on a quarterly basis. However, there is a risk that credit losses could be larger than currently anticipated, thus adversely affecting our earnings.
Severe weather, natural disasters, acts of war or terrorism and other external events could significantly impact our business.
Severe weather, natural disasters, acts of war or terrorism and other adverse external events could have a significant impact on our ability to conduct business. In addition, such events could affect the stability of our deposit base, impair the ability of borrowers to repay outstanding loans, impair the value of collateral securing loans, cause significant property damage, result in loss of revenue and/or cause us to incur additional expenses. Although management has established disaster recovery policies and procedures, the occurrence of any such event in the future could have a material adverse effect on our business, which, in turn, could have a material adverse effect on our financial condition and results of operations.
We are exposed to risk of environmental liability when we take title to property.
In the course of our business, we may foreclose on and take title to real estate. As a result, we could be subject to environmental liabilities with respect to these properties. We may be held liable to a governmental entity or to third parties for property damage, personal injury, investigation and clean-up costs incurred by these parties in connection with environmental contamination or may be required to investigate or clean up hazardous or toxic substances or chemical releases at a property. The costs associated with investigation or remediation activities could be substantial. In addition, if we are the owner or former owner of a contaminated site, we may be subject to common law claims by third parties based on damages and costs resulting from environmental contamination emanating from the property. If we become subject to significant environmental liabilities, our business, financial condition or results of operations could be adversely affected.
New lines of business or new products and services may subject us to additional risks.
United may, from time to time, implement new lines of business or offer new products and services within existing lines of business. There are risks and uncertainties associated with new lines of business or new products particularly in instances where

26


the markets are not fully developed. We may need to invest significant time and resources in developing and marketing new lines of business and/or new products and services. New lines of business and/or new products or services may not be implemented according to our initial schedule and price and profitability targets may not prove attainable. Other factors, such as compliance with regulations, competitive alternatives and shifting market preferences, may also impact the successful implementation of a new line of business or a new product or service. Furthermore, any new line of business and/or new product or service could have a significant impact on the effectiveness of our system of internal controls. Failure to successfully manage these risks in the implementation of new lines of business or development of new products or services could have a material adverse effect on our business, results of operations and financial condition.
Risks Related
31


The full impact of the Tax Cuts and Jobs Act (the "Tax Act") on us and our customers is unknown at present, creating uncertainty and risk related to our customers' future demand for credit and our future results.
Increased investment and productivity activity expected to result from the decrease in tax rates on businesses generally could spur additional economic activity that would encourage additional borrowing. At the same time, some customers may elect to use their additional cash flow from lower taxes to fund their existing levels of activity, decreasing borrowing needs. The limitation of the federal income tax deductibility of business interest expense for a significant number of our customers effectively increases the cost of borrowing and makes other funding relatively more attractive. This could have a long-term negative impact on business customer borrowing. We are anticipating an increase in our after-tax net income available to stockholders in 2018 and future years as a result of the decrease in our effective tax rate. Some or all of this benefit could be lost to the Financial Services Industryextent that the banks and financial services companies we compete with elect to lower interest rates and fees and we are forced to respond in order to remain competitive. There is no assurance that presently anticipated benefits of the Tax Act for the Company will be realized.
U.S. tax reform that was enacted into legislation in December 2017 impacted the value of our deferred tax assets. Future tax reform could adversely affect us.
Among its many provisions, the enactment of the Tax Act that was signed into law on December 22, 2017 resulted in a reduction of the U.S. Federal corporate tax rate from 35% to 21%. This reduction combined with other provisions of the new law resulted in the Company decreasing the value of its deferred tax assets by $1.4 million. Further U.S. tax proposals could materially adversely affect us. We cannot predict if any such proposals will ultimately become law, or, if enacted, what its provisions or that of the regulations promulgated thereunder will be, but they could materially adversely affect our financial position and our results of operations.
Our financial performance may be adversely affected by conditions in the financial markets and economic conditions generally.
Our financial performance generally, and in particular the ability of borrowers to pay interest on and repay principal of outstanding loans and the value of collateral securing those loans, is highly dependent upon the business environment in the markets where we operate and in the United States as a whole. A favorable business environment is generally characterized by, among other factors, economic growth, efficient capital markets, low inflation, high business and investor confidence and strong business earnings. Unfavorable or uncertain economic and market conditions can be caused by declines in economic growth, business activity or investor or business confidence, limitations on the availability or increases in the cost of credit and capital, increases in inflation or interest rates, natural disasters or a combination of these or other factors.
Since mid-2007, market conditions have led to the failure or merger of a number of prominent financial institutions. Financial institution failures or near-failures have resulted in further losses as a consequence of defaults on securities issued by them and defaults under contracts entered into with such entities as counterparties. Despite recent stabilization in market conditions, there remains a risk of continued asset and economic deterioration, which may increase the cost and decrease the availability of liquidity.
There can be no assurance that national market and economic conditions will improve in the near term. Such conditions could adversely affect the credit quality of our loans, our results of operations and our financial condition.
PassageWe are subject to extensive government regulation and supervision, which may interfere with our ability to conduct our business and may negatively impact our financial results.
The Company is subject to extensive federal and state regulation and supervision. Banking regulations are intended to protect depositors’ funds, the DIF and the safety and soundness of the banking system as a whole, not stockholders. These regulations affect our lending practices, capital structure, investment practices, dividend policy and growth, among other things. Congress and federal regulatory agencies continually review banking laws, regulations and policies for possible changes. Changes to statutes, regulations or regulatory policies, including changes in interpretation or implementation of statutes, regulations or policies, could affect us in substantial and unpredictable ways. Such changes could subject us to additional costs, limit the types of financial services and products we may offer, and/or limit the pricing we may charge on certain banking services, among other things. Additionally, recent changes to the legal and regulatory framework governing our operation, including the continued implementation of Dodd-Frank Wall Street ReformAct and Consumer Protection ActBasel III will increase our operational and compliance costs.
On July 21, 2010, the President of the United States signed the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”). This law has significantly changed the current bank regulatory structure and affectscontinue to affect the lending, deposit, investment, trading and operating activities of financial institutions and their holding companies. There are many additional regulations called for by the Dodd- Frank Act that have not been proposed, or if proposed, have not been adopted. The full impact of the Dodd-Frank Act requires various federal agencieson our business strategies is not completely known at this time as there is uncertainty related to adoptregulations still pending. The 2016 national election results and more recent statements and actions by the administration and members of Congress have contributed to continuing uncertainty regarding future implementation and enforcement of the Dodd-Frank Act and other financial sector regulatory requirements. While these developments have contributed to increased market valuations of a broad range of new rules and regulations, and to prepare numerous studies and reports for Congress. The federal agencies are given significant discretion in draftingfinancial services companies, including the rules and regulations. The Dodd-Frank Act represents a significant overhaul of many aspectsCompany, there is no assurance that any of the regulation processes for most all ofanticipated changes will be implemented or that expected benefits to our future financial performance will be realized. Since the global financial services industry. Included in the many new safeguards are increases in capital standards, imposes clearing and margining requirements on derivative activities, and increases in general oversight authority. Specific to holding companies, it increases minimum leverage and risk-based capital requirements and phases out the ability to include certain securities Tier I capital.
The Dodd-Frank Act created a new Consumer Financial Protection Bureau (“CFPB”) with broad powers to supervise and enforce consumer protection laws. The CFPB has broad rule-making authority for a wide range of consumer protection laws that apply to all banks and savingscrisis, financial institutions including the authority to prohibit “unfair, deceptive or abusive” acts and practices. The CFPB has examination and enforcement authority over all banks with more than $10 billion in assets. United Bank, as a bank with $10 billion or less in assets, will continue to be examined for compliance with the consumer laws by our primary bank regulators. The Dodd-Frank Act also weakens the federal preemption rules thatgenerally have been applicable for national banks and federal savings associations, and gives state attorneys general the ability to enforce federal consumer protection laws. Various parts of this legislation have yet to be implemented, and therefore we cannot be certain when final rules affecting us will be issued or to gage their potential impacts. When issued, they could have material and adverse impact on our operations; both from an increase in resource allocation for compliance as well as requiring a potential change to our business strategies. Also contained within the Dodd-Frank Act are provisions under the Volcker Rule which restrict the ability to engage in certain trading and investing activities regarding collateralized loan obligations and corporate debt obligation securities. As such, we may have to divest such investments and incur yet to be determined financial impacts on our portfolios and operations.
The Dodd-Frank Act requires minimum leverage (Tier I) and risk-based capital requirements for bank and savings and loan holding companies that are no less than those applicable to banks, which will exclude certain instruments that previously have been eligible for inclusion by bank holding companies as Tier I capital, such as trust preferred securities.

27


The Dodd-Frank Act also broadens the base for FDIC deposit insurance assessments. Assessments are now based on the average consolidated total assets less tangible equity capital of a financial institution, rather than deposits. The legislation also increases the required minimum reserve ratio for the Deposit Insurance Fund, from 1.15% to 1.35% and this ratio is currently being maintained of insured deposits, and directs the FDIC to offset the effects of increased assessments on depository institutions with less than $10 billion in assets. We are generally unable to control or make advanced provision for premiums that we may be required to pay for FDIC insurance. Additional bank failures both on a local and regional level may require further increases to be absorbed by financial institutions with little advanced warning. These increase, when realized, will have a negative affect on earnings.
The Dodd-Frank Act requires publicly traded companies to give stockholders a non-binding vote on executive compensation and so-called “golden parachute” payments, and by authorizing the Securities and Exchange Commission to promulgate rules that would allow stockholders to nominate their own candidates using a company’s proxy materials. The legislation also directs the Federal Reserve Board to promulgate rules prohibiting excessive compensation paid to bank holding company executives, regardless of whether the company is publicly traded or not.
We operate in a highly regulated environment and our business may be adversely affected by changes in laws and regulations.
We are subject to extensive regulation, supervisionincreased scrutiny from regulatory authorities. In general, bank regulatory agencies have increased their focus on risk management and examination by the Connecticut Banking Commissioner, as United Bank’s chartering authority, by the FDIC, as insurercustomer compliance, and we expect this focus to continue.  Additional compliance requirements are likely and can be costly to implement.  Compliance personnel and resources may increase our costs of deposits,operations and by the Federal Reserve Board as the regulator of United Financial Bancorp, Inc. Such regulation and supervision govern the activities in which a financial institution and its holding company may engage and are intended primarily for the protection of the insurance fund and depositors. Regulatory authorities have extensive discretion in connection with their supervisory and enforcement activities, and their interpretations may result with including the imposition of restrictions on the operation of an institution, the classification of assets by the institution, and the adequacy of an institution’s allowance for loan losses. Inadvertent failureadversely impact our earnings.

32


Failure to comply with laws, regulations or policies could result in sanctions by the variousregulatory agencies, civil money penalties and resultant reputationaland/or reputation damage, and this impact cannot be quantified.
Any change in such regulation and oversight, whether in the form of regulatory policy, regulations, or legislation, maywhich could have a material impactadverse effect on our business, financial condition and results of operations.
While we have policies and procedures designed to prevent any such violations, there can be no assurance that such violations will not occur. See the section captioned "Supervision and Regulation" in Item 1 of this report for further information.

Item 1B.    Unresolved Staff Comments
None.
Item 2.    Properties
At December 31, 2015,2017, the Company, headquartered in Glastonbury,Hartford, Connecticut, conducted business throughout Connecticut and Massachusetts. The Company has 53 banking offices and 6364 ATMs as well as seven loan production offices. Of the 53 banking offices, 1816 are owned and 3537 are leased. Branch lease expiration dates range from three yearsone year to twenty four years with renewal options of five to twentythirty years.
All existing Company properties are suitable for our business operations and currently meetDuring the Company’s physical needs.
In 2015, the Bank consolidated five locations, including four branches in Massachusetts and one branch in Connecticut; opened a mortgage loan production office in Wellesley, Massachusetts; opened a new full-service banking location on Main Street in Glastonbury, Connecticut. In January 2016,fourth quarter of 2017, the Company leased an office in Baltimore, Marylandrelocated its headquarters to house LH-Finance, a division of United Bank.Hartford, Connecticut from Glastonbury, Connecticut.
The aggregate net book value of premises and equipment was $54.8$67.5 million at December 31, 2015.2017.
For additional information regarding the Company’s Premises and Equipment, Net and Other Commitments and Contingencies, see Notes 8 and 2120 to the Consolidated Financial Statements.
Item 3.    Legal Proceedings
In the ordinary course of business, we are involved in various threatened and pending legal proceedings. We believe that we are not a party to any pending legal, arbitration, or regulatory proceedings that would have a material adverse impact on our financial results or liquidity.
Item 4.    Mine Safety Disclosures
None.
Part II

28


Item 5.    Market For The Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.
Market Information
The Company’s Common Stock trades on the NASDAQ Global Select Stock Market under the symbol “UBNK.”
On February 29, 2016,January 31, 2018, the intra-day high and low prices per share of common stock were $11.85$17.02 and $11.57,$16.64, respectively.
The following table sets forth for each quarter of 20152017 and 20142016 the intra-day high and low prices per share and the dividends declared per share of common stock as reported by NASDAQ Global Select Stock Market.

33


Common Stock Per ShareCommon Stock Per Share
Market Price 
Dividends
Declared
Market Price 
Dividends
Declared
High Low High Low 
2015:     
2017:     
First Quarter$14.47
 $12.00
 $0.10
$18.66
 $15.75
 $0.12
Second Quarter13.91
 12.25
 0.12
18.29
 15.84
 0.12
Third Quarter13.87
 12.14
 0.12
18.50
 16.27
 0.12
Fourth Quarter14.16
 12.45
 0.12
19.35
 17.09
 0.12
2014:     
     
2016:     
First Quarter$14.63
 $12.56
 $0.10
$12.81
 $10.28
 $0.12
Second Quarter14.31
 12.21
 0.10
13.51
 12.16
 0.12
Third Quarter13.91
 12.01
 0.10
14.16
 12.64
 0.12
Fourth Quarter14.67
 12.66
 0.10
18.49
 13.51
 0.12
United had 7,4006,822 registered holders of record of common stock and 49,969,87851,021,416 shares outstanding on February 29, 2016.January 31, 2018. The number of shareholders of record was determined by Broadridge Corporate Issuer Solutions, the Company’s transfer agent and registrar.
Dividends
The Company began paying quarterly dividends in 2006 on its common stock and paid its 39th47th consecutive dividend on February 18, 2016.14, 2018. The Company intends to continue to pay regular cash dividends to common stockholders; however, there can be no assurance as to future dividends because they are dependent on the Company’s future earnings, capital requirements, financial condition and regulatory limitations. Dividends from the Bank have been a source of cash used by the Company to pay its dividends, and these dividends from the Bank are dependent on the Bank’s future earnings, capital requirements and financial condition. TheDuring the year ended December 31, 2017, the Bank declaredpaid a dividend in December 2015 of $30.9 million payable to the Company.Company of $24.0 million. There were no dividends from the Bank to the Company for the year ended December 31, 2016.
See the section captioned “Supervision and Regulation” in Item 1 of this report and Note 18,17, “Regulatory Matters,” in the Consolidated Financial Statements for further information.
Recent Sale of Registered Securities; Use of Proceeds from Registered Securities
No registered securities were sold by the Company during the year ended December 31, 2015.2017.
Recent Sale of Unregistered Securities
No unregistered securities were sold by the Company during the year ended December 31, 2015.2017.
Purchases of Equity Securities by the Issuer and Affiliated Purchasers
The Company obtained approval for and initiated a third buyback plan on October 15, 2014. Under this plan, the Company was authorized to repurchase up to 2,566,283 shares, or 5% of the outstanding shares at the time the plan was approved and had a remaining authorization to purchase an additional 254,394 shares. On January 26, 2016, the Company’s Board of Directors approved a fourth share repurchase plan authorizing the Company to repurchase up to 2.5% of outstanding shares, or 1,248,536 shares. In connection with this authorization, the third share repurchase program was suspended and the remaining shares are no longer available for repurchase. There were no purchases of equity securities during the fourth quarter of 20152017 made by or on behalf of the Company or any “affiliated purchaser”, as defined by Section 240.10b-18(a)(3) of the Securities and Exchange Act of 1934, of shares of the Company’s common stock.

29


Performance Graph:
The following graph compares the cumulative total return on the common stock for the period beginning December 31, 2010,2012, through December 31, 2015,2017, with (i) the cumulative total return on the S&P 500 Index and (ii) the cumulative total return on the KBW Regional Banking Index (Ticker: KRX) for that period. The KBW Regional Banking Index (KRX) is an index consisting of 50 regional banks across the United States. ThisKRX index is considered to be a good representation due to its equal weighting and diverse geographical exposure of the banking sector.

34


This graph assumes the investment of $100 on December 31, 20102012 in our common stock. The graph assumes all dividends on UBNK stock, the S&P 500 Index and the KRX are reinvested.
12/31/2010 12/31/2011 12/31/2012 12/31/2013 12/31/2014 12/31/201512/31/2012 12/31/2013 12/31/2014 12/31/2015 12/31/2016 12/31/2017
UBNK100.0
 113.5
 118.1
 109.8
 160.1
 159.9
S&P 500 Total Return Index100.0
 102.1
 118.5
 156.8
 178.3
 180.8
100.0
 132.4
 150.5
 152.6
 170.8
 208.1
KRX Total Return Index100.0
 94.9
 107.4
 157.8
 161.6
 171.1
100.0
 146.9
 150.4
 159.3
 221.5
 225.3
UBNK100.0
 131.8
 171.1
 194.2
 202.2
 187.8

30

35 



Item 6.    Selected Financial Data
Selected financial data for each of the years in the five-year period ended December 31, 20152017 are set forth below. This information should be read in conjunction with the Consolidated Financial Statements and related Notes, and the section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” appearing elsewhere in this Annual Report on Form 10-K. On April 30, 2014, the Company acquired 100% of the outstanding common shares and completed its merger with Legacy United, adding $2.40 billion in assets, $2.16 billion in liabilities and $356.4 million in equity.
 
 At December 31, At December 31,
 2015 2014 2013 2012 2011 2017 2016 2015 2014 2013
 (In thousands) (In thousands)
Selected Financial Condition Data:                    
Total assets $6,228,541
 $5,476,809
 $2,301,615
 $1,998,799
 $1,749,872
 $7,114,159
 $6,599,520
 $6,228,541
 $5,476,809
 $2,301,615
Available for sale securities 1,059,169
 1,053,011
 404,903
 241,389
 151,237
 1,050,787
 1,043,411
 1,059,169
 1,053,011
 404,903
Held to maturity securities 14,565
 15,368
 13,830
 6,084
 9,506
 13,598
 14,038
 14,565
 15,368
 13,830
Federal Home Loan Bank stock 51,196
 31,950
 15,053
 15,867
 17,007
 50,194
 53,476
 51,196
 31,950
 15,053
Loans receivable, net 4,587,062
 3,877,063
 1,697,012
 1,586,985
 1,457,398
 5,307,678
 4,870,552
 4,587,062
 3,877,063
 1,697,012
Cash and cash equivalents 95,176
 86,952
 45,235
 35,315
 40,985
 88,668
 90,944
 95,176
 86,952
 45,235
Goodwill 115,281
 115,281
 115,281
 115,240
 1,070
Deposits 4,437,071
 4,035,311
 1,735,205
 1,504,680
 1,326,766
 5,198,221
 4,711,172
 4,437,071
 4,035,311
 1,735,205
Advances from the Federal Home Loan Bank and other borrowings 1,099,020
 777,314
 240,228
 143,106
 65,882
 1,165,054
 1,169,619
 1,099,020
 777,314
 240,228
Total stockholders’ equity 625,521
 602,408
 299,382
 320,611
 333,471
 693,328
 655,866
 625,521
 602,408
 299,382
Allowance for loan losses 33,887
 24,809
 19,183
 18,477
 16,025
 47,099
 42,798
 33,887
 24,809
 19,183
Non-performing loans(1) 37,802
 32,358
 13,654
 16,056
 12,610
Non-performing loans (1) 31,662
 34,063
 37,802
 32,358
 13,654
 
(1)Non-performing loans include loans for which the Bank does not accrue interest (non-accrual loans).

36


 For the Years Ended December 31, For the Years Ended December 31,
 2015 2014 2013 2012 (1) 2011 2017 2016 2015 2014 2013
 (Dollars in thousands, except per share amounts) (Dollars in thousands, except per share amounts)
Selected Operating Data:    
Interest and dividend income $196,345
 $155,879
 $77,517
 $77,952
 $75,580
 $236,254
 $212,152
 $196,345
 $155,879
 $77,517
Interest expense 31,763
 18,007
 10,460
 10,944
 17,471
 52,012
 41,053
 31,763
 18,007
 10,460
Net interest income 164,582
 137,872
 67,057
 67,008
 58,109
 184,242
 171,099
 164,582
 137,872
 67,057
Provision for loan losses 13,005
 9,496
 2,046
 3,587
 3,021
 9,396
 13,437
 13,005
 9,496
 2,046
Net interest income after provision for loan losses 151,577
 128,376
 65,011
 63,421
 55,088
 174,846
 157,662
 151,577
 128,376
 65,011
Non-interest income 32,487
 16,605
 17,051
 14,707
 14,759
 33,400
 30,084
 32,487
 16,605
 17,051
Non-interest expense (2)(1) 128,195
 144,432
 62,466
 55,696
 59,016
 141,585
 133,973
 128,195
 144,432
 62,466
Income before income taxes 55,869
 549
 19,596
 22,432
 10,831
 66,661
 53,773
 55,869
 549
 19,596
Income tax expense (benefit) 6,229
 (6,233) 5,369
 6,635
 3,739
 12,043
 4,112
 6,229
 (6,233) 5,369
Net income $49,640
 $6,782
 $14,227
 $15,797
 $7,092
 $54,618
 $49,661
 $49,640
 $6,782
 $14,227
Earnings per share:                    
Basic $1.01
 $0.16
 $0.55
 $0.57
 $0.25
 $1.09
 $1.00
 $1.01
 $0.16
 $0.55
Diluted $1.00
 $0.16
 $0.54
 $0.56
 $0.25
 $1.07
 $0.99
 $1.00
 $0.16
 $0.54
Dividends per share $0.46
 $0.40
 $0.40
 $0.52
 $0.27
 $0.48
 $0.48
 $0.46
 $0.40
 $0.40
 
(1)Dividends per share included a $0.16 special dividend in the fourth quarter 2012.
(2)Included in non-interest expense for 2015, 2014 and 2013, was merger related expense of $1.6 million, $36.9 million and $2.1 million, respectively. There were no merger related expenses in 2017 or 2016.


31

37 



At or For the Years Ended December 31,At or For the Years Ended December 31,
2015 2014 2013 2012 20112017 2016 2015 2014 2013
Selected Financial Ratios and Other Data:                  
Performance Ratios:                  
Return on average assets0.87% 0.16% 0.67% 0.84% 0.39%0.80% 0.78% 0.87% 0.16% 0.67%
Return on average equity8.08
 1.28
 4.67
 4.83
 2.30
8.09
 7.77
 8.08
 1.28
 4.67
Tax-equivalent net interest rate spread (1)3.11
 3.43
 3.22
 3.61
 3.04
2.87
 2.83
 3.07
 3.43
 3.22
Tax-equivalent net interest margin (2)3.23
 3.54
 3.37
 3.81
 3.40
3.01
 2.96
 3.19
 3.54
 3.37
Non-interest expense to average assets2.25
 3.37
 2.93
 2.94
 3.28
2.08
 2.10
 2.25
 3.37
 2.93
Efficiency ratio (3)60.11
 91.01
 74.27
 68.16
 80.99
61.72
 62.29
 61.15
 65.40
 74.27
Dividend payout ratio46.28
 265.51
 73.47
 91.00
 99.13
44.14
 48.00
 45.28
 265.51
 73.47
Capital Ratios:                  
Capital to total assets at end of year10.04
 11.00
 13.01
 16.04
 19.06
9.75
 9.94
 10.04
 11.00
 13.01
Average capital to average assets10.79
 12.37
 14.28
 17.30
 17.12
9.91
 10.00
 10.79
 12.37
 14.28
Total capital to risk-weighted assets12.53
 14.57
 17.68
 21.86
 25.43
12.60
 13.00
 12.53
 14.57
 17.68
Tier 1 capital to risk-weighted assets10.33
 12.02
 16.58
 20.64
 24.26
10.40
 10.70
 10.33
 12.02
 16.58
Tier 1 capital to total average assets8.87
 9.10
 13.47
 16.51
 19.51
8.40
 8.60
 8.87
 9.10
 13.47
Asset Quality Ratios:                  
Allowance for loan losses as a percent of total loans0.73
 0.64
 1.12
 1.15
 1.09
0.88
 0.87
 0.73
 0.64
 1.12
Allowance for loan losses as a percent of non-performing loans89.64
 76.67
 140.50
 115.08
 127.08
148.76
 125.64
 89.64
 76.67
 140.50
Net charge-offs to average outstanding loans during the period0.10
 0.12
 0.08
 0.07
 0.09
0.10
 0.10
 0.10
 0.12
 0.08
Non-performing loans as a percent of total loans0.82
 0.83
 0.80
 1.00
 0.86
0.59
 0.69
 0.82
 0.83
 0.80
Non-performing assets as a percent of total assets0.62
 0.59
 0.59
 0.80
 0.72
0.48
 0.54
 0.62
 0.59
 0.59
Other Data:                  
Book value per share$12.53
 $12.16
 $11.53
 $11.39
 $11.30
$13.58
 $12.91
 $12.53
 $12.16
 $11.53
Tangible book value per share(4)$10.07
 $9.65
 $11.49
 $11.35
 $11.26
$11.24
 $10.53
 $10.07
 $9.65
 $11.49
Number of full service offices52
 53
 19
 18
 18
52
 52
 52
 53
 19
Number of limited service offices1
 3
 3
 5
 4
1
 1
 1
 3
 3
 
(1)Represents the difference between the weighted-average yield on average interest-earning assets and the weighted- average cost of interest-bearing liabilities.
(2)Represents tax-equivalent net interest income as a percent of average interest-earning assets.
(3)The efficiency ratioCalculations for this non-GAAP metric are provided after the reconciliation of non-GAAP financial measures and appear on page 45.
(4)Tangible book value per share represents the ratio of non-interest expense before other real estate owned expense, amortization of intangibles, and goodwill impairment, if any, as a percent of net interest income (fully taxable equivalent) and non-interest income, excluding gains from securities transactions, net loss on limited partnerships and other nonrecurring items. The ratio for 2015, 2014 and 2013 includes $1.6 million, $36.9 million and $2.1 million, respectively, in merger related expense.stockholders’ equity less intangible assets divided by shares outstanding.


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Item 7.     Management’s Discussion and Analysis of Financial Condition and Results of Operation
The following Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) is intended to help the reader understand United Financial Bancorp, Inc., our operations and our present business environment. We believe accuracy, transparency and clarity are the primary goals of successful financial reporting. We remain committed to transparency in our financial reporting, providing our stockholders with informative financial disclosures and presenting an accurate view of our financial disclosures, financial position and operating results.
MD&A is provided as a supplement to — and should be read in conjunction with — our Consolidated Financial Statements and the accompanying Notes thereto contained in Part II, Item 8, Financial Statements and Supplementary Data of this report. The following sections are included in MD&A:
Our Business — a general description of our business, our objectives and the challenges and risks of our business.
Critical Accounting Estimates — a discussion of accounting estimates that require critical judgments and estimates.
Operating Results — an analysis of our Company’s consolidated results of operations for the periods presented in our Consolidated Financial Statements.
Financial Condition, Liquidity and Capital Resources — an overview of financial condition and market and interest rate risk.
Our Business
General
By assets, United Financial Bancorp, Inc. is the third largest publicly traded banking institution headquartered in Connecticut with consolidated assets of $6.23$7.11 billion and stockholders’ equity of $625.5$693.3 million at December 31, 2015.2017. United’s business philosophy is to operate as a community bank with local decision-making authority. The Company delivers financial services to individuals, families, businesses and municipalities throughout Connecticut and Western and Central Massachusetts and the region through its 53 banking offices, its commercial loan and mortgage loan production offices, 6364 ATMs, telephone banking, mobile banking and online banking (www.bankatunited.com).
On April 30, 2014, Rockville Financial, Inc. completed its merger with Legacy United. In connection with the merger, Rockville Financial, Inc. completed the following corporate actions:
Legacy United merged with and into Rockville Financial, Inc., which was the accounting acquirer and the surviving entity.
Rockville Financial, Inc. changed its legal entity name to United Financial Bancorp, Inc.
The Company’s common stock began trading on the NASDAQ Global Select Stock Exchange under the symbol “UBNK” upon consummation of the merger.
United Bank merged into Rockville Bank.
Rockville Bank changed its legal entity name to United Bank.
We refer to the transactions detailed above collectively as the “Merger”.
The Merger was a stock-for-stock transaction valued at $356.4 million based on the closing price of Rockville Financial, Inc. common stock on April 30, 2014. Under the terms of the Merger, each share of Legacy United was converted into the right to receive 1.3472 shares of Rockville Financial, Inc. common stock.
The Company strives to remain a leader in meeting the financial service needs of the community and to provide superior customer service to the individualsbusinesses and businessesindividuals in the market areas that it has served since 1858. United Bank is a community-oriented provider of traditional banking products and services to business organizations and individuals, offering products such as residential and commercial real estate loans, commercial business loans, residential real estate and consumer loans and a variety of deposit products. Our business philosophy is to remain a community-oriented franchise and continue to focus on providing superior customer service to meet the financial needs of the communities in which we operate. Current strategies includeinclude: (1) allocating capital to lending activities that are accretive to the Company’s return on assets and return on equity; continuing to acquire and support commercial clients through lending activities and cash management and deposit services which exhibit acceptable credit adjusted spreads; and growing our deposit base through acquisition of low cost depositsdeposits; (2) increasing the non-interest income component of total revenues through development of banking-related fee income and the sale of investment products (3);(3) continuing to improve operating efficiencies and maintain expense disciplinediscipline; and (4) developing products and services that expand our banking network through mobile and internet channels and making opportunistic whole or partial acquisitions of other banks, loans, branches, financial institutions, or related businesses from time to time.
The Company’s results of operations depend primarily on net interest income, which is the difference between the income earned on its loan and securities portfolios and its cost of funds, consisting of the interest paid on deposits and borrowings. Results of operations are also affected by the Company’s provision for loan losses, non-interest income and non-interest expense. Non-

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interestNon-interest income primarily consists of fee income from depositors, gain on sale of loans, mortgage servicing income and loan sale income and increases in cash surrender value of bank-owned life insurance (“BOLI”). Non-interest expense consists principally of salaries and employee benefits, occupancy, service bureau fees, marketing, professional fees, FDIC insurance assessments, other real estate owned and other operating expenses. During 2014 non-interest expense was also significantly affected by merger related expenses. In the fourth quarter of 2015 the Company incurred $1.6 million in merger related expenses which pertained to the elimination of an executive position.
Results of operations are also significantly affected by general economic and competitive conditions and changes in interest rates as well as government policies and actions of regulatory authorities. Future changes in applicable laws, regulations or government policies may materially affect the Company.
Our Objectives
The Company seeks to grow organically and through strategic mergers/acquisitions as well as to continually deliver superior value to its customers, stockholders, employees and communities through achievement of its core operating objectives which are to:
Expand our market area to increaseAlign earning asset growth with organic capital and low cost core deposit relationshipsgeneration to maintain strong capital and liquidity;

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Re-mix cash flows into better yielding risk adjusted return on assets with a focus on checking, savings and money market accounts for personal, business and municipal depositors;
Build high quality, profitable loan portfolios using primarily organic growth and also purchase strategies, while also continuinglower funding costs relative to build efficiencies in its robust secondary mortgage banking business;
Build and diversify revenue streams through development of banking-related fee income; in particular through the expansion of its financial advisory services;
Maintain expense discipline and improve operating efficiencies;peers;
Invest in people, systems and technology to enhance superiorgrow revenue and improve customer serviceexperience while maintaining attractive cost structure;
Grow operating revenue, maximize operating earnings, grow tangible book value and products;pay dividends. Achieve more revenue into non-interest income and
Maintain a rigorous risk identification and management process. core fee income.
Significant factors management reviews to evaluate achievement of the Company’s operating objectives and its operating results and financial condition include, but are not limited to: net income and earnings per share, return on tangible equity and assets, net interest margin, non-interest income, operating expenses related to total average assets and efficiency ratio (a non-GAAP metric), asset quality, loan and deposit growth, capital management, liquidity and interest rate sensitivity levels, customer service standards, market share and peer comparisons.
Challenges and Risks
As we look forward, management has identified five key challenges and risks that are likely to present challenges for near term performance:
Net interest income.    The growth of net interest income is vital to our continued success and profitability. In 20152017, our tax-equivalent net interest margin decreased 31increased 5 basis points to 3.23%3.01%. This decreaseincrease was mostly due to lowerimprovements in the yields inof the commercial portfolio, fromdriven by the variable/floating rate originations. Thesegments tied to Prime and LIBOR indices, as well as improvement in the yields of the home equity line of credit portfolio. In 2017, the Company continuescontinued to experience strong execution ofexecute interest rate swaps.swaps, with a higher level of transactional volume as compared to the prior year. The result of these loan-level hedges is that the Company originates more variable rate loans with lower yields; however, greaterloan swap fee income is recognized at the timegenerated as part of the swap origination. Our operating net interest margin, excluding the effect of purchase accounting, declined 24 basis points in 2015 reflecting the interest rate environment of low rates and the aggressive nature of competitors seeking yield and the effect of new asset generation in additionCompany’s loan level hedge program that is offered to our focus of originating and purchasing variable rate andcertain commercial banking customers to facilitate their respective risk management strategies. The LIBOR based adjustable rate assets, having lower initial interest rates than fixed rate assets. The adjustable rate assetsloans created through the loan level hedge program effected net interest margin, but better positionsposition the Company for a rising interest rate environment. Further compression in the operating margin will depend on the continued origination and purchase of variable rate loans and the impact the interest rate environment has on new origination yields as well as scheduled amortization and prepayment of higher yielding portfolio assets which may drive down the portfolio yield. The Company’s ability to decrease the cost of funding relative to 20152017 is diminished due to the expectation of future short term increases and the Fed Funds rate by the Federal Open Market Committee and any improvement in the cost will be dependent on a more favorable deposit mix with more low cost demand deposit accounts.
The risk associated with our deposit pricing strategy is a potential outflow of deposits to competitors in search of higher rates. We will continue to focus on enhancing and developing new products in a cost effective manner and believe that will help mitigate the risk of deposit outflow. We believe that we are well positioned to take advantage of the pricing opportunities in our lending area.
Maintaining credit quality and rigorous risk management.    The national economy continued to improve through 2015.2017. The Company continued to maintain its strong credit quality as delinquencies, non-performing loans and charge-offs generally outperform the average of our peer group. Our ratiosratio of non-performing loans to total loans was 0.82%0.59%, total delinquencies to total loans was 0.89%0.56% and our allowance for loan losses to total loans was 0.73%0.88% at December 31, 2015.2017. Net loan charge-offs remained relatively flat at $3.9$5.1 million for the year ended December 31, 2015.2017. We expect to be able to continue to maintain strong asset

34


quality relative to industry levels. Risk management oversight of operations is a critical component of our enterprise risk management framework.
Competition in the marketplace.    United faces competition within the financial services industry from some well-established national and local companies. We expect loan and deposit competition to remain vigorous. However, we are poised to take advantage of the continuing industry consolidation in our market and consumers’ willingness to switch financial service providers because of their skepticism of “big banks.” Therefore, we must continue to recruit and retain the best talent, expand our product offerings, expand our market area, improve operating efficiencies and develop and maintain our brand to increase market share to benefit from these opportunities.
Regulatory Considerationsconsiderations.    The banking industry is subject to extensive federal and state regulation and supervision. Continued changes to the regulatory landscape is the norm. Recent changes to the legal and regulatory framework governing our operations, including the continued implementation of the Dodd-Frank Act and Basel III have and will continue to be impacted by regulatory changes. Theseaffect the lending, investment and operating activities of the Company. While these regulatory changes made were made to ensure the long-term stability in the financial markets. The regulatory changes include rule writing to effect the passage of the Dodd-Frank Act in 2010 and new capital regulations related to Basel III. The financial reform legislation and any implementing rules that are ultimately issued could have adverse implications on the financial industry, the competitive environment, and our ability to conduct business.markets, Management will have to apply additional resources to ensure compliance with all applicable provisions of Basel III and the Dodd-Frank Act and any implementing rules, which may increase our costs of operations and adversely impact our earnings.
In June 2012, the Federal Reserve Board, the Office of the Comptroller of the Currency and the Federal Deposit Insurance Corporation approved three proposals that would amend the existing capital adequacy requirements of banks and bank holding companies. The three proposals would, among other things, implement the Basel III capital standards, as well as the standardized approach for almost all banking organizations in the United States. The proposal would increase the minimum levels of required capital, narrow the definition of capital, and place greater emphasis on common equity. The Basel III standardized proposal would modify the risk weights for various asset classes.
In July 2013, the three Federal bank regulatory agencies (the Federal Reserve Board, the Office of the Comptroller of the Currency and the Federal Deposit Insurance Corporation) approved the final Basel III rules that amended the existing capital adequacy requirements of banks and bank holding companies for smaller banks as defined. The new rules became effective for smaller banks and bank holding companies on January 15, 2015, with full phase-in to be completed by January 1, 2019. The

40


Company believes it will continue to exceed all expected well-capitalized regulatory requirements upon the complete phase-in of Basel III.
In complying with new regulations, there can be no assurance that the Company will not be impacted in a way we cannot currently predict or mitigate, but we will continue to monitor the regulatory rulings and will work to execute the most beneficial course of action for the Company’s shareholders.
Managing Expansion, Growth,expansion, growth, and Future Acquisitions.future acquisitions. On April 30, 2014, the Company completed its acquisition of Legacy United and completed the systems conversion in October 2014.United. The Company’s primary growth will be organic but we may use acquisition to supplement organic growth. We anticipate this growth will expand our brand into new geographic markets as we implement our business model. DuringSince December 2015, the Company has strategically purchased threevarious types of loan portfolios consistingto compliment organic loan growth. The outstanding principal balances of marine retailpurchased loans home equity lines of credit and Title 1 home improvement loans. Gross loans purchased totaled $330.5 million, the outstanding balanceserviced by others at December 31, 2015 was $324.3 million.
2017 and 2016 were $470.4 million and $377.5 million, respectively. These loans extend beyond our geographic footprint with quality borrowers that we would not be able to originate in our market area.
The success of this continued expansion depends on our ability to maintain and develop an infrastructure appropriate to support and integrate such growth. Also, our success depends on the acceptance by customers of us and our services in these new markets and, in the case of expansion through acquisitions, our success depends on many factors, including the long-term recruitment and retention of key personnel and acquired customer relationships. The profitability of our expansion strategy also depends on whether the income we generate in the new markets will offset the increased expenses of operating a larger entity with increased personnel, more branch locations and additional product offerings.
All five of these challenges and risks growing the net interest income, maintaining credit quality and rigorous risk management, competition in the marketplace, regulatory considerations and managing expansion, growth, and future acquisitions have the potential to have a material adverse effect on United; however, we believe the Company is well positioned to appropriately address these challenges and risks.
See also Item 1A, Risk Factors in Part I of this report for additional information about risks and uncertainties facing United.

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Critical Accounting Estimates
Our Consolidated Financial Statements are prepared in accordance with generally accepted accounting principles. Our significant accounting policies are discussed in Note 1 of the Notes to Consolidated Financial Statements, and included in Item 8, Financial Statements and Supplementary Data, of this report. Management believes that the following accounting estimates are the most critical to aid in fully understanding and evaluating our reported financial results, and they require management’s most difficult, subjective or complex judgments, resulting from the need to make estimates about the effect of matters that are inherently uncertain. Management has reviewed these critical accounting estimates and related disclosures with the Audit Committee of our Board.
Allowance For Loan Losses
Critical Estimates
We determined our allowance forOur loan losses by portfolio segment, which consists of residential real estate for loans collateralized by owner-occupied residential real estate, commercial real estate, construction, commercial business, and installment and collateral loans. We further segregate these portfoliosis segregated between originated loans which are accounted for under the amortized cost method (referred to as “covered” loans) and loans acquired (referred to as “acquired” loans), as acquired loans werewhich are originally recorded at fair value, resulting in no carryover of the related allowance for loan losses. AnLoans accounted for under the amortized cost method are considered “covered” loans. For covered loans, we determine our allowance for loan losses onby portfolio segment, which consists of owner-occupied and investor non-owner occupied commercial real estate, commercial and residential construction, commercial business, residential real estate, home equity and other consumer loans. Acquired non-impaired loans (referred to as “acquired” loans) are loans for which there is no evidence of deterioration subsequent to acquisition and therefore have no allowance for loan losses associated with them. Certain acquired loans is only established to the extent thatcarry an allowance for loan losses when there ishas been measured credit deterioration in the loans subsequent to acquisition such that a loan exceeding the remaining credit lossreserve is required. These acquired loans, for which an allowance is established, upon acquisition.are also considered covered loans.
Covered loans
We establish our allowance for loan losses through a provision for credit losses. The level of the allowance for loan losses is based on our evaluation of the credit quality of our loan portfolio. This evaluation, which includes a review of loans on which full collectability may not be reasonably assured, considers, among other matters, the estimated fair value of the underlying collateral, economic conditions, historical net loan loss experience, and other factors that warrant recognition in determining our allowance for loan losses. We continue to monitor and modify the level of our allowance for loan losses to ensure it is adequate to cover losses inherent in our loan portfolio.
For our originated loans, our
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Our allowance for loan losses consists of the following elements: (i) valuation allowances based on net historical loan loss experience for similar loans with similar inherent risk characteristics and performance trends, adjusted, as appropriate, for qualitative risk factors specific to respective loan types; and (ii) specific valuation allowances based on probable losses on specifically identified impaired loans. The reserve for imprecision is an important partcovered portfolio consists of the allowance and supports the loss that exists in emerging problemorganic performing loans, that cannot be fully quantified, and disposition costs that may be affected by conditionsrefinanced acquired loans which have undergone a full underwriting review as well as performing acquired loans which have evidenced measured credit deterioration subsequent to acquisition, but are not fully understood at this time. The imprecision is needed to accommodate for multiple areas of exposure in the loan portfoliodeemed impaired.
Impaired loans
For our originated loans, whenWhen current information and events indicate that it is probable that we will be unable to collect all amounts of principal and interest when due under the original terms of a business, construction or commercial real estate loan greater than $100,000, such loan will be classified as impaired. Additionally, all loans modified in a troubled debt restructuring ("TDR") are considered impaired. The need for specific valuation allowances are determined for impaired loans and recorded as necessary. For impaired loans, we consider the fair value of the underlying collateral, less estimated costs to sell, if the loan is collateral dependent, or we use the present value of estimated future cash flows in determining the estimates of impairment and any related allowance for loan losses for these loans. Confirmed losses are charged off immediately.Atimmediately at the time a loan becomes impaired, weimpaired. We typically would obtain an appraisal through our internal loan grading process to use as the basis for the fair value of the underlying collateral.
Commercial loan portfolio
We estimate the allowance for our commercial loan portfolio by applying a historichistorical loss raterates to loans based on their type and loan grade. This amount is then adjusted, as necessary, for qualitative considerations to reflect changes in underwriting, market or industry conditions, or based on changes in trends in the composition of the portfolio, including risk composition, seasoning, and underlying collateral. Our loan grading system is described in FootnoteNote 7, “Loans Receivable and Allowance for Loan Losses” found in Part II, Item 8 of this report.
Consumer loan portfolio
We estimate the allowance for loan losses for our consumer loan portfolio by estimating the amount of loans that will eventually default based on their current delinquency severity. We then apply a loss rate to the amount of loans that we predict will default based on our historical net loss experience. This amount is then adjusted, as necessary, for qualitative considerations to reflect changes in underwriting, market or industry conditions or based on changes in trends in the composition of the portfolio, including risk composition, seasoning, and underlying collateral. Qualitative considerations include, but are not limited to, the evaluation of trends in property values and unemployment.

36


Acquired Loans
Acquired impaired loans
For our acquired impaired loans, our allowance for loan losses is estimated based upon our expected cash flows for these loans. To the extent that we experience a deterioration in borrower credit quality resulting in a decrease in our expected cash flows subsequent to the acquisition of the loans, an allowance for loan losses would be established based on our estimate of future credit losses over the remaining life of the loans.
Acquired non-impaired loans
We establish our allowance for loan losses through a provision for credit losses based upon an evaluation process that is similar to our evaluation process used for covered loans. This evaluation, which includes a review of loans on which full collectability may not be reasonably assured, considers, among other matters, the estimated fair value of the underlying collateral, economic conditions, historical net loan loss experience, carrying value of the loans, which includes the remaining net purchase discount or premium, and other factors that warrant recognition in determining our allowance for loan losses. To the extent there is deterioration after consideration of the remaining credit loss established at acquisition, an allowance for loan loss is provided to cover potential exposure.
Judgment and Uncertainties
We determine the adequacy of the allowance for loan losses by analyzing and estimating losses inherent in the portfolio. The allowance for loan losses contains uncertainties because the calculation requires management to use historical information as well as current economic data to make judgments on the adequacy of the allowance. As the allowance is affected by changing economic conditions and various external factors, it may impact the portfolio in a way currently unforeseen.
Effect if Actual Results Differ from Assumptions
Adverse changes in management’s assessment of the factors used to determine the allowance for loan losses could lead to additional provisions. Actual loan losses could differ materially from management’s estimates if actual losses and conditions differ significantly from the assumptions utilized. These factors and conditions include general economic conditions within United’s market, industry trends and concentrations, real estate and other collateral values, interest rates and the financial condition of the individual borrower. While management believes that it has established adequate specific and general allowances for probable losses on loans, actual results may prove different and the differences could be significant.
Other-Than-Temporary Impairment of Securities
Critical Estimates
The Company maintains a securities portfolio that is classified into two major categories: available for sale and held to maturity. Securities available for sale are recorded at estimated fair value with unrealized gains and losses excluded from earnings and reported in other comprehensive income. Held to maturity securities are recorded at amortized cost. Management determines the classifications of a security at the time of its purchase.
Quarterly, securities with unrealized losses are reviewed as deemed appropriate to assess whether the decline in fair value is temporary or other-than-temporary. The assessment is to determine whether the decline in value is from company-specific events, industry developments, general economic conditions, credit losses on debt or other reasons. Declines in the fair value of securities below their cost or amortized cost that are deemed to be other-than-temporary are reflected in earnings for equity securities and for debt securities that have an identified credit loss. Unrealized losses on debt securities beyond the identified credit loss component are reflected in other comprehensive income.

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Judgments and Uncertainties
Significant judgment is involved in determining when a decline in fair value is other-than-temporary. The factors considered by management include, but are not limited to:
Percentage and length of time by which an issue is below book value;
Financial condition and near-term prospects of the issuer including their ability to meet contractual obligations in a timely manner;
Ratings of the security;
Whether the decline in fair value appears to be issuer specific or, alternatively, a reflection of general market or industry conditions;
Whether the decline is due to interest rates and spreads or credit risk;

37


The value of underlying collateral; and
Our intent and ability to retain the investment for a period of time sufficient to allow for the anticipated recovery in the market value, or more likely than not, will be required to sell a debt security before its anticipated recovery which may not be until maturity.
Effect if Actual Results Differ from Assumptions
Adverse changes in management’s assessment of the factors used to determine that a security was not other-than-temporarily impaired could lead to additional impairment charges. A decline in fair value that we determined to be temporary could become other-than-temporary and warrant an impairment charge. Additionally, a security that had no apparent risk could be affected by a sudden or acute market condition and necessitate an impairment charge.
Income Taxes
Critical Estimates
Significant management judgment is required in determining income tax expense and deferred tax assets and liabilities. The Company uses the asset and liability method of accounting for income taxes in which deferred tax assets and liabilities are established for the temporary differences between the financial reporting basis and the tax basis of the Company’s asset and liabilities. The realization of the net deferred tax asset generally depends upon future levels of taxable income and the existence of prior years’ taxable income, to which “carry back” refund claims could be made. A valuation allowance is maintained for deferred tax assets that management estimates are more likely than not to be unrealizable based on available evidence at the time the estimate is made. Furthermore, tax positions that could be deemed uncertain are required to be disclosed and reserved for if it is is more likely than not that the position would not be sustained upon audit examination.
Judgment and Uncertainties
Significant management judgment is required in determining income tax expense and deferred tax assets and liabilities. Some judgments are subjective and involve estimates and assumptions about matters that are inherently uncertain. In determining the valuation allowance, we use historical and forecasted future operating results, based upon approved business plans, including a review of the eligible carryforward periods, tax planning opportunities and other relevant considerations. In determining the level of reserve needed for uncertain tax positions, we consider relevant current legislation and court rulings, among other authoritative items, to determine the level of exposure inherent in tax positions of the Company.  Management believes that the accounting estimate related to the valuation allowance and uncertain tax positions are a critical accounting estimate because the underlying assumptions can change from period to period. For example, variances in future projected operating performance could result in a change in the valuation allowance and changes in tax legislation could result in the need for additional tax reserves.
Effect if Actual Results Differ from Assumptions
Should actual factors and conditions differ materially from those considered by management, the actual realization of the net deferred tax asset and tax positions taken could differ materially from the amounts recorded in the financial statements. If the Company is not able to realize all or part of our net deferred tax asset in the future or if a tax position is overturned by a taxing authority, an adjustment to the deferred tax asset valuation allowance would be charged to income tax expense in the period such determination was made.
Goodwill
Critical Estimates
Goodwill represents the amount the Company paid as a result of acquisitions in excess of the related fair value of net assets acquired. The Company evaluates goodwill for impairment annually or whenever events or changes in circumstances indicate the carrying value of the goodwill may be impaired. We complete our impairment evaluation by performing internal valuation analysis, considering other publicly available market information and using an independent valuation firm, as appropriate.

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When goodwill is evaluated for impairment, if the carrying amount exceeds the fair value, an impairment charge is recorded to income. The fair value is based on observable market prices, when practicable. Other valuation techniques may be used when market prices are unavailable, including estimated discounted cash flows and market multiples analyses. These types of analyses contain uncertainties because they require management to make assumptions and to apply judgment to estimate industry economic factors and the profitability of future business strategies. In the event of future changes in fair value, the Company may be exposed to an impairment charge that could be material.
In the fourth quarter of fiscal 2015,2017, we completed our annual impairment testing of goodwill by performing an internal valuation analysis, and determined there was no impairment. Through year end, no events or circumstances subsequent to the

38


annual testing date indicate that the carrying value of the Company’s goodwill may not be recoverable, therefore, no interim testing was required.
The carrying value of goodwill at December 31, 2015,2017 was $115.3 million. For further discussion on goodwill see Note 4 of the Notes to Consolidated Financial Statements.
Judgment and Uncertainties
Fair value is determined using quantitative analysis and widely accepted valuation techniques, including estimated future cash flows, comparable transactions, control premium and market peers. These types of analyses contain uncertainties because they require management to make assumptions and to apply judgment to estimate industry economic factors and the profitability of future business strategies. It is our policy to conduct impairment testing based on our current business strategy in light of present industry and economic conditions, as well as future expectations.
Effect if Actual Results Differ from Assumptions
If actual results are not consistent with our estimates or assumptions, we may be exposed to an impairment charge that could be material. Management has evaluated the effect of lowering the estimated fair value of the reporting unit and determined no goodwill impairment was necessary for 2015 under Step 1 of the impairment analysis under accounting guidance for goodwill impairment and a Step 2 analysis was not considered necessary.impairment.
Derivative Instruments and Hedging Activities
Critical Estimates
Currently, the Company uses interest rate swaps to manage its interest rate risk. The valuation of these instruments is determined using widely accepted valuation techniques including discounted cash flow analysis on the expected cash flows of each derivative. The fair values of interest rate swaps are determined using the standard methodology of netting the discounted future fixed cash receipts (or payment) and the expected variable cash payments (or receipts.)receipts). The variable cash payment (or receipts) are based on an expectation of future interest rates (forward curves) derived from observable market interest rates curves.
Judgment and Uncertainties
Determining the fair value of interest rate derivatives requires the use of the standard market methodology of discounting the future expected cash receipts that would occur if variable interest rates rise based upon the forward swap curve assumption and netting the cash receipt against the contractual cash payment observed at the instrument’s effective date. The Company’s estimates of variable interest rates used in the calculation of projected receipts are based on an expectation of future interest rates derived from observable market interest rate curves and volatilities. The Company further incorporates credit valuation adjustments to appropriately reflect both its own non-performance risk and the respective counterparty’s non-performance risk in the fair value measurements and requirements for collateral transfer to secure the market value of the derivative instrument(s).
Effect if Actual Results Differ from Assumptions
Although the Company has determined that the majority of the inputs used to value its derivatives fall within Level 2 of the fair value hierarchy, the credit valuation adjustments associated with the derivatives utilize Level 3 inputs, such as estimates of the current credit spreads to evaluate the likelihood of default by itself and its counterparties. In adjusting the fair value of its derivative contracts for the effect of non-performance risk, the Company has considered the impact of netting and any applicable credit enhancements, such as collateral postings, thresholds, mutual puts and guarantees. Incorrect assumptions could result in an overstatement or understatement of the value of the derivative contract.

39



Operating Results

44


Income Statement Summary
 
  Change  Change
For the Years Ended December 31, 2015-2014 2014-2013For the Years Ended December 31, 2017-2016 2016-2015
2015 2014 2013 Amount Percent Amount Percent2017 2016 2015 Amount Percent Amount Percent
(Dollars in thousands)(Dollars in thousands)
Net interest income$164,582
 $137,872
 $67,057
 $26,710
 19.4 % $70,815
 105.6 %$184,242
 $171,099
 $164,582
 $13,143
 7.7 % $6,517
 4.0 %
Provision for loan losses13,005
 9,496
 2,046
 3,509
 37.0
 7,450
 364.1
9,396
 13,437
 13,005
 (4,041) (30.1) 432
 3.3
Non-interest income32,487
 16,605
 17,051
 15,882
 95.6
 (446) (2.6)33,400
 30,084
 32,487
 3,316
 11.0
 (2,403) (7.4)
Non-interest expense128,195
 144,432
 62,466
 (16,237) (11.2) 81,966
 131.2
141,585
 133,973
 128,195
 7,612
 5.7
 5,778
 4.5
Income before income taxes55,869
 549
 19,596
 55,320
 10,076.5
 (19,047) (97.2)66,661
 53,773
 55,869
 12,888
 24.0
 (2,096) (3.8)
Income tax provision (benefit)6,229
 (6,233) 5,369
 12,462
 (199.9) (11,602) (216.1)
Income tax provision12,043
 4,112
 6,229
 7,931
 192.9
 (2,117) (34.0)
Net income$49,640
 $6,782
 $14,227
 $42,858
 631.9
 $(7,445) (52.3)$54,618
 $49,661
 $49,640
 $4,957
 10.0
 $21
 
Diluted earnings per share$1.00
 $0.16
 $0.54
 $0.84
 525.0 % $(0.38) (70.4)%$1.07
 $0.99
 $1.00
 $0.08
 8.1 % $(0.01) (1.0)%
Non-GAAP Financial Measures
The following is a reconciliation of Non-GAAP financial measures by major category for the years ended December 31, 2015, 2014,2017, 2016, and 2013:2015:
 
For the Years Ended 
December 31,
 2015 2014 2013
 (In thousands)
Net income (GAAP)$49,640
 $6,782
 $14,227
Adjustments:     
Net interest income     
Accretion of loan mark(7,570) (6,665) 
Accretion of deposit mark3,209
 3,908
 
Accretion of borrowings mark1,874
 1,624
 
Net adjustment to net interest income(12,653) (12,197) 
Non-interest income     
Net gain on sales of securities(939) (1,228) (585)
Loss on fixed assets-branch optimization
 670
 
BOLI claim benefit(219) 
 
Net adjustment to non-interest income(1,158) (558) (585)
Non-interest expense     
Merger related expense(1,575) (36,918) (2,141)
Core deposit intangible amortization expense(1,796) (1,283) 
Loan portfolio acquisition fees(1,572) 
 
Amortization of fixed assets mark(22) (16) 
Effect of position eliminations
 
 (561)
Effect of branch lease termination agreement195
 (1,888) (809)
Net adjustment to non-interest expense(4,770) (40,105) (3,511)
Total adjustments(9,041) 27,350
 2,926
Income tax expense (benefit) adjustment3,609
 (7,403) (853)
Operating net income (Non-GAAP)$44,208
 $26,729
 $16,300
 
For the Years Ended 
December 31,
 2017 2016 2015
 (In thousands)
Efficiency Ratio:     
Non-Interest Expense (GAAP)$141,585
 $133,973
 $128,195
Non-GAAP adjustments:     
Other real estate owned expense(764) (343) (237)
Lease exit/disposal cost obligation(536) 
 
Merger related expense
 
 (1,575)
Loan portfolio acquisition fees
 
 (1,572)
Effect of branch lease termination agreement
 
 195
Effect of position eliminations
 (1,565) 
FHLBB prepayment penalties
 (1,454) 
Non-Interest Expense for Efficiency Ratio (non-GAAP)$140,285
 $130,611
 $125,006
      
Net Interest Income (GAAP)$184,242
 $171,099
 $164,582
Non-GAAP adjustments:     
Tax equivalent adjustment for tax-exempt loans and investment securities7,822
 6,535
 5,362
      
Non-Interest Income (GAAP)33,400
 30,084
 32,487
Non-GAAP adjustments:     
Net gain on sales of securities(782) (1,961) (939)
Net loss on limited partnership investments3,023
 3,995
 3,136
Loss on sale of premises and equipment401
 
 
BOLI claim benefit(806) (70) (219)
Total Revenue for Efficiency Ratio (non-GAAP)$227,300
 $209,682
 $204,409
      
Efficiency Ratio (Non-Interest Expense for Efficiency Ratio (non-GAAP)/Total Revenue for Efficiency Ratio (non-GAAP))61.72% 62.29% 61.15%
      

40


The following is a reconciliation of Non-GAAP financial measures for select average balances, interest income and expense, and average yields and cost for the years ended December 31, 2015 and 2014:
  For the Year Ended December 31, 2015
  GAAP Mark to Market Operating
  Average Balance Interest and Dividends Yield/Cost Average Balance Interest and Dividends Yield/Cost Average Balance Interest and Dividends Yield/Cost
  (Dollars in Thousands)
Total loans $4,090,057
 $166,711
 4.08% $(11,571) $7,570
 0.20 % $4,101,628
 $159,141
 3.88%
Total interest-earning assets 5,278,157
 202,262
 3.83
 (11,571) 7,570
 0.15
 5,289,728
 194,692
 3.68
Certificates of deposit 1,577,739
 13,940
 0.88
 3,674
 (3,209) (0.21) 1,574,065
 17,149
 1.09
Federal Home Loan Bank advances 664,665
 4,749
 0.71
 4,472
 (1,914) (0.30) 660,193
 6,663
 1.01
Other borrowings 162,419
 5,572
 3.43
 (1,796) 40
 0.07
 164,215
 5,532
 3.36
Total interest-bearing liabilities 4,404,941
 31,763
 0.72
 6,350
 (5,082) (0.12) 4,398,591
 36,845
 0.84
                   
Tax-equivalent net interest margin     3.23
           2.98
45

  For the Year Ended December 31, 2014
  GAAP Mark to Market Operating
(In Thousands) Average Balance Interest and Dividends Yield/Cost Average Balance Interest and Dividends Yield/Cost Average Balance Interest and Dividends Yield/Cost
Total loans $3,108,422
 $133,011
 4.28% $(12,046) $6,664
 0.23 % $3,120,468
 $126,347
 4.05%
Total interest-earning assets 3,977,666
 158,704
 3.99
 (12,046) 6,664
 0.18
 3,989,712
 152,040
 3.81
Certificates of deposit 1,218,782
 9,829
 0.81
 4,225
 (3,908) (0.32) 1,214,557
 13,737
 1.13
Federal Home Loan Bank advances 344,218
 2,326
 0.68
 3,616
 (1,648) (0.49) 340,602
 3,974
 1.17
Other borrowings 127,381
 2,122
 1.67
 (1,127) 17
 (0.01) 128,508
 2,105
 1.68
Total interest-bearing liabilities 3,218,097
 18,007
 0.56
 6,714
 (5,539) (0.17) 3,211,383
 23,546
 0.73
                   
Tax-equivalent net interest margin     3.54
           3.22

Earnings Summary
Comparison of 20152017 and 20142016
For the year ended December 31, 2015,2017, the Company recorded earnings of $49.6$54.6 million, or $1.00$1.07 per diluted share, compared to 20142016 when the Company recorded $6.8$49.7 million in earnings, or $0.16$0.99 per diluted share. 2015The efficiency ratio continued to be reflective of the Company’s expense management strategy and was the first full year of operations61.72% and 62.29% for the Companyyears ended December 31, 2017 and the impact of the Merger was significant due to an additional four months of activity. Additionally, as can be seen in the tables above, the Company (a) recorded $12.7 million in net accretion of fair value adjustments on interest-earning assets and interest-bearing liabilities, (b) incurred merger and acquisition expenses totaling $1.6 million primarily for a change in control payment related to an executive’s departure in the fourth quarter of 2015 and (c) recorded $1.8 million of expense for the amortization of the core deposit intangible.
2016, respectively. The Company recorded strong organic loan growth during the year, as well as participatingand participated in strategic loan portfolio purchases in the fourth quarter of 2015.throughout 2017. Loan originations and purchases totaled $1.58$2.05 billion in 20152017 compared to $1.09$1.66 billion in 2014.2016. The loan portfolio purchases added $324.3$242.9 million of loans to the balance sheet as ofduring the year ended December 31, 2015 and consisted of a specialty marine finance portfolio ($171.8 million) as well as two additional consumer portfolio purchases ($152.5 million)2017, which supports the Company’s

41


efforts to geographically diversify and shift the composition of the loan portfolio into favorable consumer products with more favorable risk adjusted returns. The Company incurred $1.6 million in loan portfolio acquisition fees related to the loan portfolio purchases.
Excluding these non-GAAP measures, net income for the year ended December 31, 2015 would have been $44.2 million, an increase of $17.5 million, or 65.4%, compared to $26.7 million for the year ended December 31, 2014. The increase consists of changes in net interest income, non-interest-income and non-interest-expense resulting from four additional months of activity in 2015 of the combined entity.
Net interest income increased primarily due to the increase in net average interest-earning assets of $1.30 billion,$387.4 million, which primarily reflects organic loan growth and the loan portfolio purchases. The Company’s tax-equivalent net interest margin for the year ended December 31, 20152017 was 3.23%3.01%, a decreasean increase of 315 basis points over the prior year of 3.54%2.96%. Net interest income increased $26.7$13.1 million, or 19.4%7.7%, compared to 2014.2016. The increase in net interest income was partially offset by an increase in total average interest- bearing liabilities of $368.8 million compared to 2016. Interest and dividend income increased by $25.4 million and the yield on interest-earning assets increased by 18 basis points mostly due to the increase in yields on investment securities, residential real estate, commercial business, construction, and home equity loans due to the current interest rate environment and strategic initiatives. These increases were partially offset by a decrease in the yields on other consumer loans, while the yields on commercial real estate loans remained flat year-over-year. Interest-bearing liabilities increased to fund new loan growth and loan portfolio purchases. The cost of interest bearing liabilities increased $11.0 million and the yield increased 14 basis points. Purchase accounting adjustments increased net interest income by $176,000 and $2.7 million for the years ended December 31, 2017 and 2016, respectively.
The asset quality of our loan portfolio has remained strong, including loans acquired from Legacy United and the purchased portfolios. Acquired loans are recorded at fair value with no carryover of the allowance for loan losses. The allowance for loan losses to total loans ratio was 0.88% and 0.87%, the allowance for loan losses to non-performing loans ratio was 148.76% and 125.64%, and the ratio of non-performing loans to total loans was 0.59% and 0.69% at December 31, 2017 and 2016, respectively. A provision for loan losses of $9.4 million was recorded for the year ended December 31, 2017 compared to $13.4 million for the year ended December 31, 2016. The Company continues to ensure consistent application of risk ratings across the entire portfolio. We believe asset quality for the Company remains strong and stable.
The Company experienced an increase in non-interest income of $3.3 million for the year ended December 31, 2017, compared to 2016. This increase was driven primarily by (a) service charges and fees; predominantly loan swap fee income and revenue generated by the Company’s investment advisory subsidiary, United Northeast Financial Advisors, Inc. and (b) an increase in BOLI income. Offsetting these were decreases in income from mortgage banking activities and net gain on sale of securities.
For the year ended December 31, 2017, non-interest expense increased $7.6 million over the comparative period in 2016. The increase in non-interest expense was primarily due to an increase in salaries and employee benefits, which was a result of more full-time employees in 2017 compared to 2016 to support growth initiatives. In addition, occupancy and equipment increased by $1.9 million compared to 2016.
The Company experienced an increase in the provision for income taxes of $7.9 million for the year ended December 31, 2017 as compared to 2016. This increase was primarily due to higher pre-tax net income and a decreased amount of tax credits recognized during the year.
Comparison of 2016 and 2015
For the year ended December 31, 2016, the Company recorded earnings of $49.7 million, or $0.99 per diluted share, compared to 2015 when the Company recorded $49.6 million in earnings, or $1.00 per diluted share. The efficiency ratio continued to be reflective of the Company’s expense management strategy and was 62.26% and 60.99% for the years ended December 31, 2016 and 2015, respectively. The Company recorded strong organic loan growth during the year as well as participating in strategic loan portfolio purchases throughout 2016. Loan originations totaled $1.33 billion in 2016 compared to $1.58 billion in 2015. The loan portfolio purchases added $154.2 million of loans to the balance sheet during the year ended December 31, 2016 and consisted of HELOCs which supports the Company’s efforts to geographically diversify and shift the composition of the loan portfolio into favorable consumer products with more favorable risk adjusted returns.
Net interest income increased primarily due to the increase in net average interest-earning assets of $666.4 million, which primarily reflects organic loan growth and the loan portfolio purchases. The Company’s tax-equivalent net interest margin for the year ended December 31, 2016 was 2.96%, a decrease of 23 basis points over the prior year of 3.19%. Net interest income increased

46


$6.5 million, or 4.0%, compared to 2015. The increase in net interest income was primarily driven by an increase in the average balance of interest earning assets of $1.30 billion,$666.4 million, partially offset by an increase in total interest bearing liabilities of $1.19 billion$600.9 million compared to 2014.2015. Interest and dividend income increased by $43.6$16.7 million and the yield on interest earning assets decreased by 1615 basis points mostly due to the decrease in yields on residential real estate, commercial real estate, commercial business loans and construction loans due to the current interest rate environment. These decreases were partially offset by increases in the yields commercial businesson home equity loans and installment and collateralother consumer loans. Interest bearing liabilities increased to fund new loan growth and loan portfolio purchases. The cost of interest bearing liabilities increased $13.8$9.3 million and the yield increased 1610 basis points. Our operating basis net interest margin, which excludes the effect of fair valuePurchase accounting adjustments of $12.7 million, was 2.98%, a 24 basis point decline fromfor the year ended December 31, 2014. While new loan growth was strong,2016 had the decline on an operating basis largely reflectseffect of increasing net interest income by $2.7 million compared to $12.7 million for the interest rate environment and aggressive nature of competitors.year ended December 31, 2015.
The asset quality of our loan portfolio has remained strong, including the addition of loans acquired from Legacy United and the purchased portfolios. Acquired loans were recorded at fair value with no carryover of the allowance for loan losses and, as such, some asset quality measures are not comparable between periods as a result. The allowance for loan losses to total loans ratio was 0.73%0.87% and 0.64%0.73%, the allowance for loan losses to non-performing loans ratio was 89.64%125.64% and 76.67%89.64%, and the ratio of non-performing loans to total loans was 0.82%0.69% and 0.83%0.82% at December 31, 20152016 and December 31, 2014,2015, respectively. A provision for loan losses of $13.0$13.4 million was recorded for 2015the year ended December 31, 2016 compared to $9.5$13.0 million for year ended December 31, 2014.2015. The BankCompany continues to ensure consistent application of risk ratings across the entire portfolio. We believe asset quality for the Company remains strong and stable.
The Company experienced an increasea decrease in non-interest income of $15.9$2.4 million for the year ended December 31, 2015,2016, compared to 2014.2015. This increasedecrease is driven primarily by increasesdecreases in service charges and fees, predominantly loan swap fee income and debit card fees. In addition, income from mortgage banking activities increased, which was driven primarily from increasesdecreases on the gain on sale of loans, as well as an increasewhich is due to a decrease in fair value recognizedtransactional volume. These decreases were offset by increases in net income for mortgage servicing rights.debit card fees and wealth management fee income.
For the year ended December 31, 2015,2016, non-interest expense decreased $16.2increased $5.8 million over the comparative period in 2014. This decrease is2015. The increase in non-interest expense was primarily relateddue to a decrease of $35.3 million in merger related expenses as compared to the prior 2014 period. The decrease was offset by increases in salaries and employee benefits, other expenses and professional fees reflecting higher operating costs due to our increased size aswhich was a direct result of severance payments associated with the Merger.
ComparisonCompany’s previously announced retail reorganization plan and the hiring of 2014 and 2013
For the year ended December 31, 2014,experienced information technology personnel. In addition, the Company recorded earnings of $6.8incurred $1.5 million or $0.16 per diluted share compared to $14.2 million and $0.54 per diluted share in 2013. 2014 was largely defined by the Merger with Legacy United, which occurred on April 30, 2014. As shownFHLBB prepayment penalties in the tables above, our results for 2014 were significantly impacted by the Merger, both on a GAAP and operating basis. For the year ended December 31, 2014, one-time acquisition and merger expenses totaled $36.9 million, which were partially offset by an increasefirst quarter of $12.2 million in net interest income due to net accretion of fair value adjustments on interest-earning assets and interest-bearing liabilities. Also affecting 2014 earnings were charges of $2.6 million related to our branch optimization program implemented in the fourth quarter.2016.
Excluding these non-GAAP measures, net income for the year ended December 31, 2014 would have been $26.7 million, an increase of $10.4 million, or 64%, compared to $16.3 million for the year ended December 31, 2013, also on a non-GAAP basis. The increase primarily consists of increases in net interest income of $58.6 million, offset by increases in the provision for loan losses of $7.5 million and non-interest expense of $41.9 million.
Net interest income increased primarily due to the increase in net average interest-earning assets of $301.2 million, which primarily reflects the effect of Merger. The Company’s tax-equivalent net interest margin for the year ended December 31, 2014 was 3.54%, an increase of 17 basis points over the prior year of 3.37%. Net interest income increased $72.6 million, or 106.8%, due to the combined effect of the ten basis point increase in the yield on interest-earning assets and the 11 basis point decrease in

42


the rate paid on interest-bearing liabilities. Our operating basis net interest margin, which excludes the effect of fair value adjustments of $12.2 million, was 3.22%, a 15 basis point decline from the year ended December 31, 2013. While new loan growth was strong, the decline on an operating basis largely reflects the interest rate environment and aggressive nature of competitors.
The asset quality of our loan portfolio has remained strong, including the addition of loans acquired from Legacy United. Acquired loans were recorded at fair value with no carryover of the allowance for loan losses and, as such, some asset quality measures are not comparable between periods as a result. The allowance for loan losses to total loans ratio was 0.64% and 1.12%, the allowance for loan losses to non-performing loans ratio was 76.67% and 140.50%, and the ratio of non-performing loans to total loans was 0.83% and 0.80% at December 31, 2014 and December 31, 2013, respectively. A provision for loan losses of $9.5 million was recorded for 2014 compared to $2.0 million for year ended December 31, 2013. The Company completed a comprehensive review of the acquired loan portfolio by year-end and ensure a consistent application of risk ratings across the portfolio. We believe asset quality for the Company remains strong and stable.
47

The Company experienced a decrease in other income of $446,000 for the year ended December 31, 2014, compared to 2013. This decrease is driven primarily by a net loss recorded on limited partnership investments, which was mostly offset by increased service charges and fees due to the Merger and to a lesser extent, fee income produced by the Company’s investment advisory subsidiary and the Company’s loan level hedge program.
For the year ended December 31, 2014, non-interest expense increased $82.0 million over the 2013 comparative period and on an operating basis, non-interest expense increased $45.4 million. These increases primarily reflect higher operating costs due to our increased size as a result of the Merger, including increases in salaries and employee benefits, occupancy and equipment expense and service bureau fees.
Average Balances, Net Interest Income, Average Yields/Costs and Rate/Volume Analysis:
The following table sets forth average balance sheets, average yields and costs, and certain other information for the periods indicated. A tax-equivalentTax-equivalent yield adjustmentadjustments of $5.9$7.8 million, $2.8$6.5 million and $993,000$5.4 million were made for the years ended December 31, 2015, 20142017, 2016 and 2013,2015, respectively. All average balances are daily average balances. Loans held for sale and non-accrual loans are included in the computation of interest-earning average balances, with non-accrual loans carrying a zero yield. The yields set forth above include the effect of deferred costs, discounts and premiums that are amortized or accreted to interest income or expense.

43


For the Years Ended December 31,For the Years Ended December 31,
2015 2014 20132017 2016 2015
Average
Balance
 
Interest
and
Dividends
 
Yield/
Cost
 
Average
Balance
 
Interest
and
Dividends
 
Yield/
Cost
 
Average
Balance
 
Interest
and
Dividends
 
Yield/
Cost
Average
Balance
 
Interest
and
Dividends
 
Yield/
Cost
 
Average
Balance
 
Interest
and
Dividends
 
Yield/
Cost
 
Average
Balance
 
Interest
and
Dividends
 
Yield/
Cost
(Dollars in thousands)(Dollars in thousands)
Interest-earning assets:                                  
Residential real estate loans$1,508,370
 $50,859
 3.37% $1,134,890
 $39,537
 3.48% $652,220
 $24,646
 3.78%
Commercial real estate loans1,776,407
 77,710
 4.37
 1,365,059
 65,044
 4.76
 724,089
 33,337
 4.60
Construction loans172,257
 7,942
 4.61
 106,291
 7,469
 7.03
 48,531
 1,773
 3.65
Commercial loans610,424
 29,093
 4.77
 492,035
 20,549
 4.18
 197,499
 7,867
 3.98
Installment and collateral loans22,599
 1,107
 4.90
 10,147
 412
 4.06
 2,581
 129
 5.01
Residential real estate$1,291,852
 $43,422
 3.36% $1,214,681
 $39,691
 3.27% $1,169,083
 $39,543
 3.38%
Commercial real estate2,175,197
 88,716
 4.02
 2,055,441
 83,996
 4.02
 1,776,407
 78,438
 4.36
Construction129,636
 5,714
 4.35
 159,677
 6,855
 4.22
 172,257
 8,139
 4.66
Commercial business779,262
 30,504
 3.86
 646,308
 24,064
 3.66
 610,424
 28,042
 4.53
Home equity542,579
 23,168
 4.27
 460,439
 16,487
 3.58
 339,023
 10,981
 3.24
Other consumer243,631
 11,890
 4.88
 216,708
 10,743
 4.95
 22,863
 1,114
 4.87
Investment securities1,127,144
 35,370
 3.14
 833,402
 25,607
 3.07
 363,849
 10,678
 2.93
1,083,616
 38,078
 3.51
 1,074,593
 34,605
 3.21
 1,090,086
 34,388
 3.15
Other interest-earning assets60,956
 181
 0.30
 35,842
 86
 0.24
 30,143
 80
 0.27
Federal Home Loan Bank Stock51,735
 2,195
 4.24
 54,344
 1,903
 3.50
 37,058
 882
 2.38
Other earning assets34,484
 389
 1.13
 62,367
 343
 0.55
 60,956
 180
 0.30
Total interest-earning assets5,278,157
 202,262
 3.83
 3,977,666
 158,704
 3.99
 2,018,912
 78,510
 3.89
6,331,992
 244,076
 3.83
 5,944,558
 218,687
 3.65
 5,278,157
 201,707
 3.79
Allowance for loan losses(28,483)     (21,192)     (18,664)    (45,480)     (38,133)     (28,482)    
Non-interest-earning assets444,518
     329,652
     133,409
    526,914
     479,333
     442,672
    
Total assets$5,694,192
     $4,286,126
     $2,133,657
    $6,813,426
     $6,385,758
     $5,692,347
    
                                  
Interest-bearing liabilities:                                  
NOW and money market accounts$1,470,459
 7,183
 0.49
 $1,109,625
 3,293
 0.30
 $596,580
 1,772
 0.30
$2,002,146
 13,282
 0.66
 $1,555,182
 6,547
 0.42
 $1,470,459
 7,183
 0.49
Savings accounts(1)529,659
 319
 0.06
 418,091
 437
 0.10
 225,379
 142
 0.06
529,006
 312
 0.06
 527,544
 309
 0.06
 529,659
 319
 0.06
Time deposits1,577,739
 13,940
 0.88
 1,218,782
 9,829
 0.81
 541,148
 6,078
 1.12
1,731,434
 19,971
 1.15
 1,805,623
 18,720
 1.04
 1,577,739
 13,940
 0.88
Total interest-bearing deposits3,577,857
 21,442
 0.60
 2,746,498
 13,559
 0.49
 1,363,107
 7,992
 0.59
4,262,586
 33,565
 0.79
 3,888,349
 25,576
 0.66
 3,577,857
 21,442
 0.60
Advances from the FHLBB664,665
 4,749
 0.71
 344,218
 2,326
 0.68
 179,637
 2,387
 1.33
978,673
 12,763
 1.29
 988,847
 9,931
 0.99
 664,665
 4,749
 0.70
Other borrowings162,419
 5,572
 3.43
 127,381
 2,122
 1.67
 17,842
 81
 0.45
133,364
 5,684
 4.20
 128,617
 5,546
 4.24
 162,419
 5,572
 3.38
Total interest-bearing liabilities4,404,941
 31,763
 0.72
 3,218,097
 18,007
 0.56
 1,560,586
 10,460
 0.67
5,374,623
 52,012
 0.96
 5,005,813
 41,053
 0.82
 4,404,941
 31,763
 0.72
Non-interest-bearing deposits605,112
     503,398
     238,803
    695,713
     657,842
     605,112
    
Other liabilities69,646
     34,482
     29,681
    67,810
     83,236
     67,801
    
Total liabilities5,079,699
     3,755,977
     1,829,070
    6,138,146
     5,746,891
     5,077,854
    
Stockholders’ equity614,493
     530,149
     304,587
    675,280
     638,867
     614,493
    
Total liabilities and stockholders’equity$5,694,192
     $4,286,126
     $2,133,657
    
Total liabilities and stockholders’ equity$6,813,426
     $6,385,758
     $5,692,347
    
Tax-equivalent net interest income  170,499
     140,697
     68,050
    192,064
     177,634
     169,944
  
Tax-equivalent net interest rate spread(2)    3.11%     3.43%     3.22%    2.87%     2.83%     3.07%
Net interest-earning assets(3)$873,216
     $759,569
     $458,326
    $957,369
     $938,745
     $873,216
    
Tax-equivalent net interest margin(4)    3.23%     3.54%     3.37%    3.01%     2.96%     3.19%
Average interest -earning assets to average interest-bearing liabilities119.82%     123.60%     129.37%    117.81%     118.75%     119.82%    
Less tax-equivalent adjustment  5,917
     2,825
     993
    7,822
     6,535
     5,362
  
  $164,582
     $137,872
     $67,057
    $184,242
     $171,099
     $164,582
  
 
(1)Includes mortgagors’ and investors’ escrow accounts
(2)Tax-equivalent net interest rate spread represents the difference between the yield on average interest-earning assets and the cost of average interest-bearing liabilities.

48


(3)Net interest-earning assets represent total interest-earning assets less total interest-bearing liabilities.
(4)Tax-equivalent net interest margin represents the annualized net interest income divided by average total interest-earning assets.

44


Rate Volume Analysis
The following table sets forth the effects of changing rates and volumes on net interest income for the periods indicated. The rate column shows the effects attributable to changes in rate (changes in rate multiplied by prior volume). The volume column shows the effects attributable to changes in volume (changes in volume multiplied by prior rate). The net column represents the sum of the volume and rate columns. For purposes of this table, changes attributable to both rate and volume that cannot be segregated have been allocated proportionately based on the changes due to rate and the changes due to volume.
Year Ended 2015
Compared to 2014
 Year Ended 2014
Compared to 2013
Year Ended 2017 Compared to 2016 Year Ended 2016 Compared to 2015
Increase (Decrease)
Due To
   
Increase (Decrease)
Due To
  
Increase (Decrease)
Due To
   
Increase (Decrease)
Due To
  
Volume Rate Net Volume Rate NetVolume Rate Net Volume Rate Net
(In thousands)(In thousands)
Interest and dividend income:                      
Loans receivable$40,557
 $(6,857) $33,700
 $63,255
 $2,004
 $65,259
$15,697
 $5,881
 $21,578
 $27,885
 $(12,306) $15,579
Securities and other earning assets9,278
 580
 9,858
 14,407
 528
 14,935
Securities (1)197
 3,568
 3,765
 16
 1,222
 1,238
Other earning assets(202) 248
 46
 4
 159
 163
Total earning assets49,835
 (6,277) 43,558
 77,662
 2,532
 80,194
15,692
 9,697
 25,389
 27,905
 (10,925) 16,980
Interest expense:                      
NOW and money market accounts1,302
 2,588
 3,890
 1,523
 (2) 1,521
2,242
 4,493
 6,735
 397
 (1,033) (636)
Savings accounts98
 (216) (118) 167
 128
 295
1
 2
 3
 (1) (9) (10)
Time deposits3,104
 1,007
 4,111
 5,859
 (2,108) 3,751
(792) 2,043
 1,251
 2,172
 2,608
 4,780
Total interest-bearing deposits4,504
 3,379
 7,883
 7,549
 (1,982) 5,567
1,451
 6,538
 7,989
 2,568
 1,566
 4,134
FHLBB Advances2,282
 141
 2,423
 1,487
 (1,548) (61)(102) 2,934
 2,832
 2,788
 2,394
 5,182
Other borrowed funds711
 2,739
 3,450
 1,422
 619
 2,041
200
 (62) 138
 (1,274) 1,248
 (26)
Total interest-bearing liabilities7,497
 6,259
 13,756
 10,458
 (2,911) 7,547
1,549
 9,410
 10,959
 4,082
 5,208
 9,290
Change in tax-equivalent net interest income$42,338
 $(12,536) $29,802
 $67,204
 $5,443
 $72,647
$14,143
 $287
 $14,430
 $23,823
 $(16,133) $7,690

(1) Includes FHLBB stock
Net Interest Income Analysis
Net interest income is the amount that interest and fees on earning assets (loans and investments) exceeds the cost of funds, interest paid to the Company’s depositors and interest on external borrowings. Net interest margin is the difference between the income on earning assets and the cost of interest-bearing funds as a percentage of average earning assets. Growth in net interest income has resulted mainly from organic growththe origination of in interest-earning assets and liabilities.
Comparison of 2017 and 2016
As shown in the tables above, tax-equivalent net interest income increased $14.4 million for the year ended December 31, 2017 compared to the year ended December 31, 2016. Additionally, the net interest margin increased five basis points to 3.01%, the yield on average earning assets increased 18 basis points to 3.83%, and the cost of interest-bearing liabilities increased 14 basis points to 0.96%, compared to 0.82% for the year ended December 31, 2016. Net interest income reflects amortization and accretion of credit and interest rate marks on the acquired loans, time deposits and borrowings which resulted in a increase in net interest income of $176,000 for the year ended December 31, 2017 compared to a $2.7 million increase in net interest income for the comparable 2016 period.
Primarily reflecting loan growth and portfolio purchases, average earning assets increased $387.4 million and average interest-bearing liabilities increased $368.8 million for the year ended December 31, 2017, compared to the year ended December 31, 2016. Average interest bearing liabilities increased due to deposit growth and borrowings which were used to fund the loan growth and portfolio purchases. The average balance of loans and investment securities increased $408.9 million and $9.0 million, respectively, while the average balance of interest-bearing deposits increased $374.2 million.
The increase in the average balance of loans primarily reflects the loan growth and portfolio purchases. The average balance of total loans at December 31, 2017 was $5.16 billion and had an average yield of 3.94%. The average balance of commercial business loans totaled $779.3 million at December 31, 2017, an increase of $133.0 million year-over-year. The average balances of residential real estate loans, home equity loans, commercial real estate loans and other consumer loans were the other significant

49


drivers of the increase in the average loan balance year-over-year, which increased $77.2 million, $82.1 million, $119.8 million and $26.9 million, respectively.
The average balance of investment securities increased $9.0 million for the year ended December 31, 2017 compared to the year ended December 31, 2016, while the average yield earned increased 30 basis points. The majority of the increase in the yield resulted from increases in the LIBOR index, which is the basis for the CLO portfolio, as well as overall portfolio management.
The average balance of interest-bearing liabilities increased $368.8 million to $5.37 billion for the year ended December 31, 2017, compared to $5.01 billion for the year ended December 31, 2016. For the year ended December 31, 2017, the average cost of total interest-bearing liabilities was 0.96%, compared to 0.82% for the year ended December 31, 2016.
Year-over-year, average balances of total interest-bearing deposits increased $374.2 million and the average cost increased 13 basis points to 0.79%. These increases were primarily due to deposit growth in NOW and money market accounts. FHLBB advances decreased $10.2 million to $978.7 million, while the average cost increased 30 basis points to 1.29% for the year ended December 31, 2017. Other borrowings increased $4.7 million and the cost decreased four basis points for the year ended December 31, 2017 compared to 2016.
Net interest income is affected by changes in interest rates, loan and deposit pricing strategies, competitive conditions, the volume and mix of interest-earning assets and interest-bearing liabilities as well as from the Merger. The Merger impacted 2015,level of non-performing assets. Therefore, the first full year forCompany manages the combined entity, by having four additional monthsrisk of activity as compared to 2014.changes in interest rates on its net interest income through ALCO and through related interest rate risk monitoring and management policies.
Comparison of 20152016 and 20142015

As shown in the tables above, tax-equivalent net interest income increased $29.8$7.7 million for the year ended December 31, 20152016 compared to the year ended December 31, 2014.2015. Additionally, the net interest margin decreased 3123 basis points to 3.23%2.96%, the yield on average earning assets decreased 1614 basis points to 3.83%3.65%, and the cost of interest-bearing liabilities increased 16ten basis points to 0.72%, compared to 0.56% for the year ended December 31, 2014. This was mainly due to the significant increase in average earning assets and the benefit in net interest income related to fair value adjustments as a result of the Merger.0.82%. The fair value adjustments reflect amortization and accretion of credit and interest rate marks on the acquired loans, time deposits and borrowings.

Excluding the benefit of the fair value adjustments of $12.7 million, theborrowings which resulted in an increase in net interest margin and the yield on average earning assets would have declined 24 basis points and 13 basis points, respectively, and the costincome of interest-bearing liabilities would have increased 11 basis points$2.7 million for the year ended December 31, 2016 compared to a $12.7 million increase in net interest income for the comparable 2015 period.

Primarily reflecting loan growth and portfolio purchases, average earning assets increased $666.4 million and average interest-bearing liabilities increased $600.9 million for the year ended December 31, 2016, compared to the year ended December 31, 2014.

Primarily reflecting loan growth, portfolio purchases and the merger, average earning assets increased $1.30 billion and average interest-bearing liabilities increased $1.19 billion for the year ended December 31, 2015, compared to the year ended December 31, 2014.2015. Average interest bearing liabilities increased due to deposit growth and borrowings which were used to fund the loan growth and portfolio purchases. The average balance of loans increased $663.2 million and the average balance of investment securities increased $981.6 million and $293.7 million, respectively, while thedecreased $15.5 million. The average balance of interest-bearing deposits increased $831.4$310.5 million.


45


The increase in the average balance of loans primarily reflects the loan growth.growth and portfolio purchases. The average balance of total loans at December 31, 20152016 was $4.09$4.75 billion and had an average yield of 4.08%3.79%. On an operating basis, the average yield on total loans was 3.88% for the year ended December 31, 2015. The average balance of commercial real estate loans totaled $1.78$2.06 billion at December 31, 2015,2016, an increase of $411.3$279.0 million year over year. Primarily reflecting the loan portfolio purchases,year-over-year. The average balances of residential real estate loans, constructionhome equity loans, commercial business loans and installment and collateralother consumer loans were the other significant drivers of the increase in the average loan balance year over year,year-over-year, which increased $373.5$45.6 million, $118.4$121.4 million, $35.9 million and $12.5$193.8 million, respectively.

The average balance of investment securities increased $293.7decreased $15.5 million for the year ended December 31, 20152016 compared to the year ended December 31, 2014,2015, while the average yield earned increased seven6 basis points. The majority of this increase resulted from new volume investmentsinvestment purchases which were made in order to keep the portfolio in line with a targeted percentage of assets, coupled with the reinvestment of runoff cash flows of the portfolio.

The average balance of interest-bearing liabilities increased $1.19$600.9 million to $5.01 billion for the year ended December 31, 2016, compared to $4.40 billion for the year ended December 31, 2015, compared to $3.22 billion at December 31, 2014.2015. For the year ended December 31, 2015,2016, the average cost of total interest-bearing liabilities was 0.72%0.82%, compared to 0.56% at0.72% for the year ended December 31, 2014. On an operating basis, which excludes the benefit of fair value adjustments, the average cost would have increased to 0.84%.2015.

Year over year,Year-over-year, average balances of total interest-bearing deposits increased $831.4$310.5 million and the average cost increased 11six basis points to 0.60%0.66%. FHLBB advances increased $320.4 million to $664.7 million, while the average cost increased three basis points to 0.71% for the year ended December 31, 2015. Other borrowings increased $35.0 million and the cost increased 176 basis points for the year ended December 31, 2015 compared to 2014. These increases were primarily due to deposit growth in all categories.categories except for savings accounts. FHLBB advances increased $324.2 million to $988.8 million, while the average cost increased 29 basis points to 0.99% for the year ended December 31, 2016. Other borrowings decreased $33.8 million and the cost increased 86 basis points for the year ended December 31, 2016 compared to 2015. The increase in FHLBB advances was due to funding new loan growth and the increasegrowth. The decrease in other borrowings was also due to the Company’s issuance of $75.0 million ten year subordinated notes with a coupon rate of 5.75%.maturing repurchase agreement advances.


50


Net interest income is affected by changes in interest rates, loan and deposit pricing strategies, competitive conditions, the volume and mix of interest-earning assets and interest-bearing liabilities as well as the level of non-performing assets. Therefore, the Company manages the risk of changes in interest rates on its net interest income through an Asset/Liability Management CommitteeALCO and through related interest rate risk monitoring and management policies.
Comparison of 2014 and 2013

As shown in the tables above, tax-equivalent net interest income increased $72.6 million for the year ended December 31, 2014 compared to the year ended December 31, 2013. Additionally, the net interest margin increased 17 basis points to 3.54%, the yield on average earning assets increased ten basis points to 3.99%, and the cost of interest-bearing deposits declined 11 basis points to 0.56%, compared to the year ended December 31, 2013. This was mainly due to the significant increase in average earning assets and liabilities and a benefit of $12.2 million recognized during the year ended December 31, 2014 in net interest income related to fair value adjustments as a result of the Merger. The fair value adjustments reflect amortization and accretion of credit and interest rate marks on the acquired loans, time deposits and borrowings.

Excluding the benefit of the fair value adjustments of $12.2 million, the net interest margin and the yield on average earning assets would have declined 15 basis points and eight basis points, respectively and the cost of interest-bearing liabilities would have increased six basis points for the year ended December 31, 2014 compared to the year ended December 31, 2013.

Primarily reflecting the Merger, average earning assets increased $1.96 billion and average interest-bearing liabilities increased $1.66 billion for the year ended December 31, 2014, compared to the year ended December 31, 2013. The average balance of loans and investment securities increased $1.48 billion and $460.7 million, respectively, while the average balance of interest-bearing deposits increased $1.38 billion.

While the Company experienced organic loan growth, the increase in the average balance of loans primarily reflects the acquired loan portfolio. The average balance of total loans at December 31, 2014 was $3.11 billion and had an average yield of 4.28%. On an operating basis, the average yield on total loans was 4.05% for the year ended December 31, 2014. The average balance of commercial real estate loans totaled $1.37 billion at December 31, 2014, an increase of $641.0 million year over year. Residential real estate loans and commercial business loans were the other significant drivers of the increase in the average loan balance year over year, which increased $482.7 million and $294.5 million, respectively.

The average balance of investment securities increased $460.7 million for the year ended December 31, 2014 compared to the year ended December 31, 2013, while the average yield earned increased six basis points. Upon the acquisition of Legacy

46


United’s investment securities portfolio, the Company took action to re-characterize the acquired portfolio to a position that was more closely aligned with the composition of the Rockville portfolio. The re-characterization involved the sale of longer dated investments, and the purchase of investments which will incrementally shorten the duration of the investment portfolio and that show favorable price movement to changes in rising interest rates. Further information about the re-characterization, can be found later in the document under the heading of Securities within Financial Condition, Liquidity and Capital Resources.

The average balance of interest-bearing liabilities increased $1.66 billion, to $3.22 billion for the year ended December 31, 2014, compared to the year ended December 31, 2013. For the year ended December 31, 2014, the average cost of total interest-bearing liabilities was 0.56%. On an operating basis, which excludes the benefit of fair value adjustment, the average cost would have increased to 0.73%.

Year over year, average balances of total interest-bearing deposits increased $1.38 billion and the average cost decreased 10 basis points, FHLBB advances increased $164.6 million, while the average cost decreased 65 basis points, other borrowings increased $109.5 million and the cost increased 122 basis points These increases were primarily due to balances acquired from Legacy United. The increase in FHLBB advances was additionally due to funding new loan growth and the increase other borrowings was also due to the Company’s issuance of $75.0 million ten year subordinated notes with a coupon rate of 5.75%.

Net interest income is affected by changes in interest rates, loan and deposit pricing strategies, competitive conditions, the volume and mix of interest-earning assets and interest-bearing liabilities as well as the level of non-performing assets. Therefore, the Company manages the risk of changes in interest rates on its net interest income through an Asset/Liability Management Committee and through related interest rate risk monitoring and management policies.
Provision for Loan Losses
The provision for loan losses is a charge to earnings in an amount sufficient to maintain the allowance for loan losses at a level deemed adequate by the Company. The level of the allowance is a critical accounting estimate, which is subject to uncertainty. Acquired loans are recorded at fair value at the time of acquisition, with no carryover of the allowance for loan losses, which includes adjustments for market interest rates and expected credit losses. Included within the allowance for loan losses are reserves for acquired loans, in accordance with Bank policies, which have evidenced a deterioration subsequent to acquisition.
Management evaluates the adequacy of the allowance for loan losses on a quarterly basis. The adequacy of the loan loss allowance is based on such interrelated factors as the composition of the loan portfolio and its inherent risk characteristics, the level of non-performing loans and charge-offs, both current and historic, local economic and credit conditions, the direction of real estate values, and regulatory guidelines. The provision is charged against earnings in order to maintain an allowance for loan losses that reflects management’s best estimate of probable losses inherent in the loan portfolio at the balance sheet date.
Management recorded a provision of $13.0$9.4 million for the year ended December 31, 2015.2017. The primary factors that influenced management’s decision to record this provision were dueorganic loan growth during the year, slowing migration to covered loans, the ongoingon-going assessment of estimated exposure on impaired loans, level of delinquencies, and loan volume increases realized during the period.general economic conditions. Impaired loans totaled $56.3$45.9 million at December 31, 20152017 compared to $44.0$50.1 million at December 31, 2014, an increase2016, a decrease of $12.3$4.2 million or 27.9%8.4%, reflecting decreases in all impaired loan categories except residential real estate and home equity impaired loans. Commercial business, other consumer, investor non-owner occupied commercial real estate, construction, and owner-occupied commercial real estate impaired loans decreased $2.1 million, $1.8 million, $1.5 million, $1.1 million, and $1.0 million, respectively, partially offset by increases in nonaccrualresidential real estate and home equity impaired loans of $5.4$1.7 million and troubled debt restructured loans of $6.9 million.$1.6 million, respectively.
The repayment of these impaired loans is largely dependent upon the sale and value of collateral that may be impacted by current real estate conditions. At December 31, 2015,2017, the allowance for loan losses totaled $33.9$47.1 million, which represented 0.73%0.88% of total loans and 89.64%148.76% of non-performing loans compared to an allowance for loan losses of $24.8$42.8 million, which represented 0.64%0.87% of total loans and 76.67%125.64% of non-performing loans as of December 31, 2014. The increase in these ratios directly resulted due to the movement of loans from the acquired portfolio to the covered portfolio.2016.
Non-Interest Income Analysis
For the years ended December 31, 2015, 20142017, 2016 and 2013,2015, non-interest income represented 16.5%15.3%, 10.8%15.0% and 20.3%16.6% of total revenues, respectively. The following is a summary of non-interest income by major category for the years presented:

47


Non-Interest Income                          
For the Years Ended December 31, ChangeFor the Years Ended December 31, Change
2015-2014 2014-20132017-2016 2016-2015
2015 2014 2013 Amount Percent Amount Percent2017 2016 2015 Amount Percent Amount Percent
(Dollars in thousands)(Dollars in thousands)
Service charges and fees$21,040
 $13,509
 $7,250
 $7,531
 55.7 % $6,259
 86.3 %$24,209
 $20,259
 $21,040
 $3,950
 19.5 % $(781) (3.7)%
Net gain from sales of securities939
 1,228
 585
 (289) (23.5) 643
 109.9
Income from mortgage banking activities9,552
 3,203
 7,203
 6,349
 198.2
 (4,000) (55.5)5,539
 8,227
 9,552
 (2,688) (32.7) (1,325) (13.9)
Bank owned life insurance income3,616
 3,042
 2,092
 574
 18.9
 950
 45.4
Bank-owned life insurance income5,462
 3,394
 3,616
 2,068
 60.9
 (222) (6.1)
Gain on sales of securities, net782
 1,961
 939
 (1,179) (60.1) 1,022
 108.8
Net loss on limited partnership investments(3,136) (4,224) 
 1,088
 25.8
 (4,224) 
(3,023) (3,995) (3,136) 972
 24.3
 (859) (27.4)
Other income (loss)476
 (153) (79) 629
 411.1
 (74) (93.7)
Other income431
 238
 476
 193
 81.1
 (238) (50.0)
Total non-interest income$32,487
 $16,605
 $17,051
 $15,882
 95.6 % $(446) (2.6)%$33,400
 $30,084
 $32,487
 $3,316
 11.0 % $(2,403) (7.4)%
Comparison of 20152017 and 20142016
As displayed in the above table, non-interest income increased $15.9$3.3 million for the year ended December 31, 20152017 as compared to the year ended December 31, 2014.2016. The changes from the prior year period are mainly due toCompany experienced increases in service charge feesall categories year-over-year except in net gain from sales of securities and income from mortgage banking activities.
Service Charges and Fees:    Service charges and fees were $21.0$24.2 million and $13.5$20.3 million for the years ended December 31, 2017 and 2016, respectively, an increase of $4.0 million from the comparable 2016 period. The most significant increases were

51


recorded in loan swap fee income, revenue generated by the Company’s investment advisory subsidiary (UNFA), and transaction fees on customer products.
Revenue generated from loan swap fee income increased due to higher transaction volume as well as the total corresponding notional value. Loan swap fee income is generated as part of the Company’s loan level hedge program that is offered to certain commercial banking customers to facilitate their respective risk management strategies. The increased revenue generated by UNFA is due to the Company’s continued strategy of acquiring proven talent with deep local relationships as well as installing Series 6 representatives in select branches to work alongside our retail employees to ensure a coordinated sales approach to meeting the financial needs of our customers. Additionally, during 2016 the Company shifted focus to assets under management (“AUM”) for ongoing revenue versus a transactional approach; the result is more recurring fee revenue driven by increasing AUM versus one-time fees generated by transactions. AUM increased approximately $150.0 million year-over-year, to $460.0 million in 2017 from $312.0 million in 2016. The increase in transaction fees for various customer products is linked to the Company implementing a new fee structure that is more in line with our competition based on a detailed study. The Company instituted the new fee structure in July 2016, therefore, only six months of the comparative period was affected by this initiative. Additionally, NSF fees increased in the current period, primarily due to a higher volume of related transactions and a modification of the fee structure.
Income From Mortgage Banking Activities:    Income from mortgage banking activities was $5.5 million for the year ended December 31, 20152017, a decrease of $2.7 million, or 32.7%, from the year ended December 31, 2016. The change was primarily due to a decrease in the fair value recognized in net income for mortgage servicing rights due to a decrease in long-term rates and 2014, respectively,a decrease in gains on sale of loans, resulting from a decrease in sales volumes compared to the prior year. The Company did not immediately sell the current year originations as part of its strategy to hold the loans longer, which resulted in shifting income from gain on sale to net interest income. Loans held for sale increased to $114.1 million at December 31, 2017 from $62.5 million at December 31, 2016. These decreases were partially offset by increases in mortgage loan servicing income reflecting a serviced- for-others portfolio balance increase to $1.25 billion at December 31, 2017 from $1.05 billion at December 31, 2016 and an increase in the mortgage servicing rights derivative that was established to partly mitigate mortgage servicing rights valuation losses in a declining rate environment.
Bank-Owned Life Insurance Income (“BOLI”):    BOLI income was $5.5 million for the year ended December 31, 2017, an increase of $7.5$2.1 million, or 60.9%, from the year ended December 31, 2016. The increase is driven by the Bank’s $40 million purchase of new BOLI policies in December 2016, which generated $1.4 million of income in 2017. Furthermore, the Bank received an additional $806,000 in 2017 from death benefit settlements.
Gain on Sales of Securities, Net:    For the year ended December 31, 2017, the Company realized a net gain of $782,000 compared to a net gain of $2.0 million for the prior year, which was mainly driven by the sale of shorter-term securities, adding longer duration investments in the portfolio to optimize income as well as improving portfolio efficiency from a credit and regulatory capital perspective.
For the year ended December 31, 2016, the Company took advantage of the shape of the yield curve and sold shorter-term securities and added longer duration investments in the portfolio to optimize income and reduce higher-cost borrowings. The Company then also incurred approximately $1.5 million in prepayment penalty expense from the extinguishment of FHLBB debt as part of the optimization strategy which is recorded as a separate line item in non-interest expense.
Net Loss on Limited Partnership Investments:    The Company has investments in low income housing tax credit, new markets housing tax credit and alternative energy tax credit partnerships. In March 2017 and 2016, the Company invested an additional $3.6 million and $12.7 million in alternative energy tax credit partnerships, respectively.
For the year ended December 31, 2017, the Company recorded $3.0 million in losses on limited partnership investments compared to $4.0 million in the prior year period. The passage of the Tax Act in December 2017 contributed $1.2 million to the current year loss. In conjunction with the loss realized on the tax credit partnerships, the Company recorded an offsetting tax credit benefit of $9.6 million as reflected in the income tax provision for the year.
Other Income:    The Company recorded an increase in other income of $193,000 for the year ended December 31, 2017 compared to the prior year. The change from the prior year is primarily due to the increase in the credit value adjustments on borrower facing loan level hedges and higher gains on the sale of other real estate owned. These increases were partially offset by higher losses on sales of fixed assets, mainly due to the sale of a bank owned property.
Comparison of 2016 and 2015
As displayed in the above table, non-interest income decreased $2.4 million for the year ended December 31, 2016 as compared to the year ended December 31, 2015. The Company experienced decreases in all categories year-over-year except in net gain from sales of securities.

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Service Charges and Fees:    Service charges and fees were $20.3 million and $21.0 million for the years ended December 31, 2016 and 2015, respectively, a decrease of $781,000 from the comparable 20142015 period. The most significant increases weredecrease was recorded in loan swap fee income, account analysispartially offset by increases in revenue generated by UNFA and transaction fees.
The decrease in loan swap fees as well as debit card and ATM fees. These increases werewas a direct result of greaterlower transactional volume. The loan swap fee income is generated as part of the Company’s loan level hedge program that is offered to certain commercial banking customers to facilitate their respective risk management strategies. The increased revenue generated by UNFA is due to several factors. The Company has successfully acquired proven talent with deep local relationships as well as installing Series 6 representatives in select branches which work alongside our retail employees to ensure a cohesive sales approach to meeting the financial needs of our customers. Additionally, the Company has shifted it’s strategy in running this business line. The Company has shifted focus to AUM for ongoing revenue versus a transactional approach; the result is more recurring fee revenue driven by increasing AUM versus one-time fees generated by transactions. The increase in transaction fees was driven by a project undertaken by the Company which focused on increasing profitability by implementing a deposit fee structure more in line with our competition based on a detailed study. As a result, starting with July 2016, the Company recorded revenue increases in the areas of service charges and fees targeted by the project.
Income From Mortgage Banking Activities:    Income from mortgage banking activities was $8.2 million for the year ended December 31, 2016, a decrease of $1.3 million, or 13.9%, from the year ended December 31, 2015. This decrease was driven primarily by a decrease in gains on sales of loans, resulting from a decrease in sales volumes compared to the prior year. The Company did not immediately sell the current year originations which resulted in higher net interest income as loans held for sale increased to $62.5 million at December 31, 2016 from $10.1 million at December 31, 2015. This decrease was partially offset by the increases in (a) loan servicing income driven by gains from an increase in the number of serviced loans, (b) the change in the fair value recognized in net income for mortgage servicing rights due to an increase on long-term rates, and (c) the net increase in value of forward loan sales contracts and derivative rate lock commitments due to market interest rate changes.
Net Bank Owned Life Insurance Income (“BOLI”):    BOLI income was $3.4 million for the year ended December 31, 2016, a decrease of $222,000, or 6.1%, from the year ended December 31, 2015. This decrease is due to changes in the average yield earned on BOLI policies as a result of current market interest rates. Furthermore, the Company experienced a decrease in death benefits in 2016 compared to 2015. These decreases were partially offset by the additional purchase of $40.0 million of BOLI late in December 2016.
Gain Fromon Sales of Securities, Net:    For the year ended December 31, 2015,2016, the Company realized a net gain of $939,000$2.0 million compared to a net gain of $1.2 million$939,000 in the prior year resulting from (a) sales of certain securities to reduce exposure to healthcare municipal bonds due to changes in healthcare sector, (b) the Company repositioning certain securities as these securities became punitive to capital to hold on a go-forward basis due to the regulatory changes, (b) sales on certain 15 year pass through mortgage-backed securities due to a change in the yield curve, (c) sales of municipal bonds that were expected to be called, and (d) the result of odd lot clean-ups targeted at makingreducing concentration in oil dependent securities, (e) efforts to make the portfolio more efficient to manage from an operational perspective.
Income From Mortgage Banking Activities:    Income from mortgage banking activities was $9.6perspective and (f) an optimization strategy of our investment portfolio in which we took advantage of the shape of the yield curve. The Company incurred $1.5 million for the year ended December 31, 2015, an increase of $6.3 million, or 198.2%,in prepayment penalty expense from the year ended 2014. This increase was driven primarily by (a) an increase in gains on salesextinguishment of loansFHLBB advances as part of the Company continued to record strong residential mortgage origination volume during the year, (b) the change in the fair value recognized in net income for mortgage servicing rights, and (c) increased loan servicing income resulting from increases in loan sales to the secondary market with servicing retained. These increases were partially offset by the net decrease in derivative rate lock commitments and forward loan sale contracts.
Bank Owned Life Insurance Income:    BOLI income was $3.6 million for the year ended December 31, 2015, an increase of $574,000, or 18.9%, from the year ended 2014. This increaseoptimization strategy, which is driven by gains from death benefits recorded in the fourth quarter of 2015 of $219,000, and the Merger as the Company recorded four more months of income of $479,000 from policies associated with Legacy United compared to the prior year period. These increases were partially offset by a decline in the average yield earned on BOLI policies as a result of current market interest rates.separate line item in non-interest expense.
Net Loss on Limited Partnership Investments:    In conjunction with the merger with Legacy United, theThe Company acquiredhas investments in partnerships, including low income housing tax credit, and new markets housing tax credit partnerships. Additionally, in September 2014 and March 2015, the Company invested in alternative energy tax credit partnerships, which allowspartnerships. In March 2016, the Company to receive cash flows and qualify for federal renewableinvested an additional $12.7 million in a new alternative energy tax benefits. The partnership investments are accounted for under the equity method of accounting.credit partnership.
For the year ended December 31, 2015,2016, the Company recorded $3.1$4.0 million in losses on limited partnership investments approximately $1.5compared to $3.1 million of which is related to tax credit partnerships for alternative energy, and $1.6 million of which is related to acquired investments in other partnerships.the prior year period. In conjunction with the loss realized on the tax credit partnerships, the Company recorded an offsetting benefit of $8.4$10.5 million as reflected in the income tax provision for the year.
Other Income (Loss):Income:    The Company recorded an increasea decrease in other income of $629,000$238,000 for the year ended 2015December 31, 2016 compared to the prior year. This increase year over yeardecrease year-over-year is primarily due to lower losses incurred on the sale and write-down of fixed assets

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related to branch closures, as well as the increasedecline in the credit value adjustments on borrower facing loan level hedges. These increases were partially offset byhedges and lower gains on the sale of other real estate owned.
Comparison of 2014 and 2013

Service Charges and Fees: Service charges and fees were $13.5 million and $7.3 million for the year ended December 31, 2014 and 2013, respectively, an increase of $6.2 million from the comparable 2013 period and was directly related to the Merger. Categories that experienced the most significant increases were recorded in fee income produced by the Company’s investment advisory subsidiary, United Northeast Financial Advisors, Inc. and NSF, ATM and overdraft fees related to increased volume. The increase in the period was also bolstered by a $1.0 million increase in fee income produced by the Company’s loan level hedge program that is offered to certain commercial banking customers to facilitate their respective risk management strategies.
Net Gain From Sales of Securities:    For the year ended December 31, 2014, the Company realized a gain of $1.2 million versus a gain of $585,000 in the prior year. This increase is a result of the Company repositioning certain securities in the portfolio from non-Volcker compliant collateralized loan obligations (“CLOs”) to Volcker compliant CLOs, a reduction of geographic exposures in the municipal portfolio, and the sale of a corporate bond for which spread tightening had occurred. In addition, the Company took certain steps to align the securities portfolios of Rockville and Legacy United immediately upon the consummation of the Merger, which resulted in the Company recording approximately $542,000 in gains on the sale of securities.
Income From Mortgage Banking Activities:    Income from mortgage banking activities was $3.2 million for the year ended December 31, 2014, a decrease of $4.0 million, or 55.5%, from the year ended 2013. Categories that experienced the most significant These decreases were recorded in both mortgage servicing rights due to the change in the fair value recognized during the year, and net gain on sale of loans due to a shift in the Company’s strategy, whereby the Company retained loans yielding a higher contribution margin in the portfolio versus a sell return augmented by lower loan sales volumes. In 2014 the Company sold loans totaling $136.7 million as compared to $220.5 million of loans sold in 2013. While the sales level of loans was down in the current period, the Company was able to essentially record the same percentage gain on sale of 230 basis points in 2014 versus 229 basis points in 2013. The overall decrease in income from mortgage banking activities was partially offset by an increase in loan servicingmiscellaneous income, resulting from increases in loan sales towhich was mainly driven by the secondary market over the past year with servicing retained, as well as gains on derivative loan commitments.
BOLI Income:    The $950,000, or 45.4%, increase in BOLI is primarily due to the Merger as the Company recorded $1.1 million of income for the year ended December 31, 2014 from policies associated with Legacy United. Additionally, the increase was slightly enhanced due to the additional purchase of $4.0 million of BOLI by Rockville in May 2013. The increases were partially offset by a decline in the average yield earned on the BOLI policies as a result of current market interest rates.
Net Loss on Limited Partnership Investments:  In conjunction with its merger with Legacy United, the Company acquired investments in partnerships, including low income housing tax credit and new markets housing tax credit partnerships. Additionally, in September 2014, the Company investedCompany’s investment in a tax credit partnership associated with alternative energy as it allows the Company to receive cash flows and qualify for federal renewable energy tax benefits. The partnership investments are accounted for under the equity method of accounting. For the year ended December 31, 2014, the Company recorded $4.2 million in losses on limited partnership investments, approximately $4.0 million of which is related to the new tax credit partnership for alternative energy and a $176,000 loss is related to acquired investments in other partnerships. In conjunction with the $4.0 million loss realized on the new tax credit partnership, the Company recorded an offsetting benefit of $5.2 million as reflected in the tax provision for the year.
Other Income (Loss):    The Company recorded a decrease in other income of $74,000 for the year ended 2014 compared to the prior year. The decrease in 2014 compared to 2013 is primarily due to the loss on the sale and write-down of fixed assets related to branch closures, and the increase in the credit value adjustment on borrower facing loan level hedges. These decreases were partially offset by gains on the sale of other real estate owned and an increase in miscellaneous income for a settlement on other real estate owned with a titlegroup life mortgage insurance company.program upon its dissolution.

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Non-Interest Expense Analysis
For the years ended December 31, 2015, 20142017, 2016 and 2013,2015, non-interest expense represented 2.25%2.08%, 3.37%2.10% and 2.93%2.25% of average assets, respectively. The following table is a summary of non-interest expense by major category for the years presented:

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Non-Interest Expense                          
For the Years Ended December 31, ChangeFor the Years Ended December 31, Change
2015-2014 2014-20132017-2016 2016-2015
2015 2014 2013 Amount Percent Amount Percent2017 2016 2015 Amount Percent Amount Percent
(Dollars in thousands)(Dollars in thousands)
Salaries and employee benefits$67,469
 $59,332
 $36,428
 $8,137
 13.7 % $22,904
 62.9 %$80,061
 $75,384
 $67,469
 $4,677
 6.2 % $7,915
 11.7 %
Occupancy and equipment15,442
 13,239
 6,679
 2,203
 16.6
 6,560
 98.2
16,902
 14,986
 15,442
 1,916
 12.8
 (456) (3.0)
Service bureau fees6,728
 8,179
 3,287
 (1,451) (17.7) 4,892
 148.8
8,098
 7,986
 6,728
 112
 1.4
 1,258
 18.7
Professional fees6,317
 3,662
 2,377
 2,655
 72.5
 1,285
 54.1
4,305
 3,917
 6,317
 388
 9.9
 (2,400) (38.0)
Marketing and promotions2,321
 2,296
 476
 25
 1.1
 1,820
 382.4
4,047
 3,049
 2,321
 998
 32.7
 728
 31.4
FDIC insurance assessments3,692
 2,553
 1,172
 1,139
 44.6
 1,381
 117.8
3,076
 3,573
 3,692
 (497) (13.9) (119) (3.2)
Other real estate owned237
 792
 874
 (555) (70.1) (82) (9.4)
Core deposit intangible amortization1,796
 1,283
 
 513
 40.0
 1,283
 
1,411
 1,604
 1,796
 (193) (12.0) (192) (10.7)
Merger related expense1,575
 36,918
 2,141
 (35,343) (95.7) 34,777
 1,624.3

 
 1,575
 
 
 (1,575) (100.0)
FHLBB prepayment penalties
 1,454
 
 (1,454) (100.0) 1,454
 100.0
Other22,618
 16,178
 9,032
 6,440
 39.8
 7,146
 79.1
23,685
 22,020
 22,855
 1,665
 7.6
 (835) (3.7)
Total non-interest expense$128,195
 $144,432
 $62,466
 $(16,237) (11.2)% $81,966
 131.2 %$141,585
 $133,973
 $128,195
 $7,612
 5.7 % $5,778
 4.5 %
Comparison of 20152017 and 20142016
For the year ended December 31, 2015,2017, non-interest expense decreased $16.2increased $7.6 million to $128.2$141.6 million from $144.4$134.0 million for the year ended December 31, 2014.
The Company experienced increases in all categories year over year except for service bureau fees, other real estate owned, and merger related expenses. The largest increases were recorded in salaries and employee benefits, professional fees, and other expenses. All of the categories that increased from the prior period were related to the Merger as 2015 consisted of 12 months of the combined entity versus only eight months in 2014.2016.
Salaries and Employee Benefits:    Salaries and employee benefits represented the largest increase in non-interest expense. Salaries and employee benefits was $67.5$80.1 million for the year ended December 31, 2015,2017, an increase of $8.1$4.7 million from the comparable 20142016 period. Salary expense wasincreased $3.3 million due to: (a) the primary reasonhiring of additional staff in areas targeted for thisgrowth, (b) an increase in FICA related to higher salary expenses, (c) an increase in executive restricted stock expense as a result of stock awards granted in 2016 and 2017, increasing the additional employeesnumber of unvested shares being expensed and (d) a decrease in deferred expenses from Legacy United that were addedloan originations also contributed to the payroll upon completion of the Merger were captured for a full year rather than eight months. Other factors driving theoverall increase included (a) new hires that were part of the restructured management team, enhancedin salaries and new business line teams, as well as the addition of new revenue producing commission-based mortgage loan officers and commercial loan officers, (b) higher payroll taxes related to the additional employees hired subsequent to the Merger, (c) increased employee incentives on product sales, (d) increased pension expenses, and (e) increased health care costs related to the Company’s self insurance plan.benefits. These increases were partially offset by (a) decreases in various other employee benefit expenseshealth insurance costs and b) increases in deferred expenses from originating loans,temporary help due to the average costcompletion of which increases based on a cost study analysis, and an increase in originations.projects.
Occupancy and Equipment Expense:    Occupancy and equipment expense increased $2.2$1.9 million resulting from a larger branch networkto $16.9 million for the year ended December 31, 2017 primarily driven by: (a) the move of corporate headquarters to Hartford, CT which resulted in 2015 as compared to 2014. The Company added over 30 branches to our branch network with the Merger. The major increases werean increase in rent expense and depreciation on leasehold improvements, (b) expenses for maintenance and repairs, depreciation, and personal property and real estate taxescontracts due to higher snow removal costs in 2017, (c) the expanded network. These increases were partially offset by a decreaseoutsourcing of property management services which began in expense related to the closure of five non-strategic branches that were accrued for in 2014.July 2016 and (d) depreciation on various software programs.
Service Bureau Fees: Service bureau fees increased $112,000 for the year ended December 31, 2017 compared to the 2016 period. The increase is primarily attributable to the Company’s core service provider providing a higher level of custom work in the current year, partially offset by a decrease in expenses associated with the deployment of Europay, MasterCard and Visa (“EMV”) chip-enabled debit and credit cards. EMV cards are a part of the Company’s strategy in mitigating potential fraud expenses to the Company’s credit and debit card users.
Professional Fees:    Professional fees were $4.3 million and $3.9 million for the years ended December 31, 2017 and 2016, respectively, an increase of $388,000. The increase over the prior year is mainly driven by expenses related to the engagement for services assisting in projects targeted to maximize non-interest income revenue streams, legal services related to tax matters regarding a new partnership investment and corporate development opportunities.
Marketing and Promotions:    Marketing and promotions expense was $4.0 million and $3.0 million for the years ended December 31, 2017 and 2016, respectively, an increase of $998,000. The increase was primarily attributable to expenses related to production, digital advertising and social media marketing, partially offset by decreases in television and newspaper advertising. Production expenses increased, as well as digital and social media marketing, as the Company favored these online marketing channels during the year and relied less on television and newspaper advertising to reach our target market.

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FDIC Insurance Assessments:    The expense for FDIC insurance assessments decreased $1.5$497,000 to $3.1 million for the year ended December 31, 2015 compared to2017 from $3.6 million for the 2014 period.year ended December 31, 2016. The decrease is primarily attributable to a decrease in the Mergerassessment rate and the FDIC’s Deposit Insurance Fund reserve ratio exceeding established benchmarks which became effective in the third quarter of 2016.
Core Deposit Intangible Amortization:    The $193,000 decrease in core deposit intangible amortization for the year ended December 31, 2017 is due to the amortization method used by the Company. The Company is amortizing the core deposit intangible of $10.6 million over 10 years using the sum-of-the-years-digits method.
FHLBB Prepayment Penalties:    For the year ended December 31, 2017 there were no prepayment penalties recorded by the Company. As part of the Company’s investment portfolio optimization strategy implemented in the first quarter of 2016, the Company sold investment securities and recorded gains of $1.5 million and prepaid FHLBB advances with prepayment penalties totaling $1.5 million.
Other Expenses:    Other expenses were $23.7 million and $22.0 million for the years ended December 31, 2017 and 2016, respectively, an increase of $1.7 million. The increase is primarily due to (a) computer software and maintenance expenses due to technology projects, (b) loan swap fees as the Company was operating under two platforms until system conversion dateentered into more swaps in October 2014. This decrease was2017 and (c) an increase in other real estate owned expenses. The increases were partially offset by lower expenses related to: (a) sales and use taxes associated with a state tax audit in the prior year, (b) lower collection expenses as the Company experienced higher expenditures in the prior year associated with special assets and (c) mortgage appraisal and credit reports.
Provision for Income Taxes:    The provision for income taxes was $12.0 million for the year ended December 31, 2017, compared to $4.1 million for the year ended December 31, 2016. The increase in the tax expense is primarily due to higher pre-tax net income and a decreased amount of tax credits recognized during the year. The Company’s effective tax rate for the year ended December 31, 2017 and 2016 was 18.1% and 7.6%, respectively. The rate change was a result of the Tax Act that was enacted on December 22, 2017, resulting in, amongst other tax reform items, a reduction in the Company's applicable US Federal corporate tax rate to 21% from 35%.  As a result of this rate reduction and changes in other provisions of the new law, the Company incurred $1.8 million of additional tax expense as of December 31, 2017 primarily due to the remeasurement of our deferred tax asset. The impact of tax reform is based upon reasonable estimates of new current and deferred taxes based on certain provision within the Tax Act. 
Comparison of 2016 and 2015
For the year ended December 31, 2016, non-interest expense increased $5.8 million to $134.0 million from $128.2 million for the year ended December 31, 2015.
Salaries and Employee Benefits:    Salaries and employee benefits represented the largest increase in non-interest expense. Salaries and employee benefits was $75.4 million for the year ended December 31, 2016, an increase of $7.9 million from the comparable 2015 period. Salary expense was the primary driver of the increase due to the hiring of additional staff in areas targeted for growth and severance payments of $1.4 million resulting from the Company’s announced retail organizational realignment to improve operational efficiency. Other factors driving the increase included (a) increased employee incentives on product sales and corporate goal attainment, (b) an increase in restricted stock expense related to the implementation of a new shareholder approved stock plan, and (c) increased temporary help to maintain compensation flexibility while responding to growth requirements. These increases were partially offset by (a) decreases in various employee benefit expenses and (b) increases in deferred expenses from originating loans.
Occupancy and Equipment Expense:    Occupancy and equipment expense decreased $456,000 to $15.0 million for the year ended December 31, 2016 due to the following (a) rent expense related to a change in the estimate for deferred rents resulting from the Company’s efforts to control expenses over the branch network and (b) expenses for maintenance contracts due to less snow removal costs in 2016. These decreases were partially offset by increases in (a) real estate taxes and (b) amortization of computer software associated with various projects.
Service Bureau Fees:    Service bureau fees increased $1.3 million for the year ended December 31, 2016 compared to the 2015 period. The increase is primarily attributable to (a) service bureau fees driven by the expiration of a service credit from the Company’s core operating system provider and increased expenses from that service provider and (b) expenses associated with the deployment of EMV compliantEuropay, MasterCard and Visa (“EMV”) chip-enabled debit and credit cards, which are more costly than the previous magnetic strip cards. It is anticipated that EMV cards will assistare a part of the Company’s strategy in mitigating potential fraud expenses.
Professional Fees:    Professional fees were $6.3$3.9 million and $3.7$6.3 million for the years ended December 31, 20152016 and 2014,2015, respectively. The increase as compared todecrease over the prior year period is mainly driven by consulting contracts associated with the acquisition of the purchased loan portfolios in the fourth quarter of 2015, as well as various engagements related to internal technology projects to

55


improve efficiencies and operating leverage.leverage throughout 2015. These decreases were partially offset by an increase in outsourced internal audit expenses.
Marketing and Promotions:    Marketing and promotions expense was $3.0 million and $2.3 million for the years ended December 31, 2016 and 2015, respectively, an increase of $728,000. The increase was primarily attributable to expenses related to television, digital advertising, and radio branding campaign partially offset by a decrease in newspaper advertising.

50


FDIC Insurance Assessments:    The expense for FDIC insurance assessments increased $1.1decreased $119,000 to $3.6 million tofor the year ended December 31, 2016 from $3.7 million atfor the year ended December 31, 2015 from $2.6 million at December 31, 2014. This increase2015. The decrease is primarily attributable to the Company’s lower assessment rate, which was partially offset by a higher assessment base which increased approximately $496.0 million, and to a lesser extent an increaseused in the assessment rate.calculation due to loan growth.
Core Deposit Intangible Amortization:    The $513,000 increase$192,000 decrease in core deposit intangible amortization for the year ended December 31, 20152016 is directly attributabledue to the Merger.amortization method used by the Company. The Company is amortizing the core deposit intangible of $10.6 million over 10 years using the sum-of-the-years-digits method.
Merger Related Expense:    ExpensesThe were no merger related toexpenses for the merger of the Company with Legacy United totaledyear ended December 31, 2016, compared to $1.6 million for the year ended December 31, 2015, compared to $36.9 million for the year ended December 31, 2014, a decrease of $35.3 million.2015. Merger related expenses for 2015 were primarily the result of a change in control payment and associated expenses for an executive’s departure in the fourth quarter. No merger related expenses
FHLBB Prepayment Penalties:    For the year ended December 31, 2016, prepayment penalties recorded by the Company were recorded$1.5 million. There were no prepayment penalties for the year ended December 31, 2015. As part of the Company’s investment portfolio optimization strategy implemented in the first three quartersquarter of 2015.2016, the Company sold investment securities and recorded gains of $1.5 million and prepaid FHLBB advances with prepayment penalties totaling $1.5 million.
Other Expenses:    Other expense was $22.6expenses were $22.0 million and $16.2$22.9 million for the years ended December 31, 2016 and 2015, and 2014, respectively, an increasea decrease of $6.4 million.$835,000. The increasedecrease is primarily due to increased transactions resulting from the Merger which impacted several accounts in this category including: (a) postage; (b) software maintenance expense; (c) telephone expense; (d) collection expense; and (e) debit card and ATM losses. Loanloan swap fees also contributed to the increase, as the Company entered into morefewer swaps in 2016, (b) lower debit and ATM card losses as a result of these types of agreements in 2015 as comparedthe Company’s efforts to the prior period.minimize fraud exposure and (c) mortgage loan servicing fees. These increasesdecreases were partially offset by increases in (a) computer software and maintenance reflecting multiple efficiency projects; (b) sales and use taxes associated with a decrease in website expenses.state tax audit and (c) collection expenses with higher expenditures associated with special assets.
Provision for Income Tax Expense (Benefit)Taxes:    The provision for income taxes was $4.1 million for the year ended December 31, 2016, compared to $6.2 million for the year ended December 31, 2015, compared to a benefit of $6.2 million for the year ended December 31, 2014.2015. The increasedecrease in the tax expense is primarily due to an increased amount of tax credits recognized during the lower pre-tax income from the year in 2014 due to the Merger.
Comparison of 2014 and 2013
For theyear. The Company’s effective tax rate for year ended December 31, 2014, non-interest expense increased $82.0 million to $144.4 million from $62.5 million for the year ended December 31, 2013.
The Company experienced increases in all categories year over year except for other real estate owned. The largest increases were recorded in merger related expenses2016 and salaries2015 was 7.6% and employee benefits and to a lesser extent in occupancy and equipment, service bureau fees and other expenses. All of the categories that increased from the prior period were related to the Merger.
Salaries and Employee Benefits:    Salaries and employee benefits represented the largest increase in non-interest expense after merger and acquisition expenses. Salaries and employee benefits was $59.3 million for the year ended December 31, 2014, an increase of $22.9 million from the comparable 2013 period. Salary expense was the primary reason for this increase as 421 employees from Legacy United were added to the payroll upon completion of the Merger. Other factors driving the increase included (a) new hires that were part of the restructured management team and the addition of new revenue producing commission-based mortgage loan officers, (b) increased commissions and incentives on product sales, (c) increased health care costs related to the Company’s self-insurance plan, and (d) to a lesser extent, general salary increases. These increases were partially offset by decreases in (a) pension costs due to the changes in the discount rate used in the calculation of the pension liability (b) to employee option and restricted stock expense (c) an increase in deferred compensation expense related to an increase in the average cost of originating a loan based on a cost study analysis conducted during the year and (d) decreased costs associated with the 401(k) and ESOP Plans as the Company merged the two Plans in January 2014.11.1%, respectively.
Occupancy and Equipment Expense:    Occupancy and equipment expense increased $6.6 million driven primarily by
the Company adding over 30 branches to our branch network with the Merger. Additionally, in the fourth quarter, the Company announced, under a branch optimization strategy, the closure of five non-strategic branches and recorded expenses related to the these branch closings. Approximately $6.2 million of the increase in occupancy and equipment expense year over year is attributable to the Legacy United branches.
Service Bureau Fees:    Service bureau fees increased $4.9 million for the year ended December 31, 2014 compared to the 2013 period. The increase is primarily attributable to the Merger as the Company was operating under two platforms until system conversion date in October 2014. Approximately $2.5 million of the increase was directly related to operating two platforms. Non-merger expense increases were related to increases in ATM servicing fees, wide area network fees and other service bureau fees.
Professional Fees:    Professional fees were $3.7 million and $2.4 million for the years ended December 31, 2014 and 2013, respectively. The increase as compared to the prior year period is related to the Merger as the Company entered into certain consulting contracts as a result of the Merger, incurred additional expenses related to the external loan review given the increased size of the portfolio, legal expenses and recorded additional expenses for a review of the Company’s benefit plans.

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Marketing and Promotions: Marketing and promotion expense was $2.3 million and $476,000 for the years ended December 31, 2014 and 2013, respectively, an increase of $1.9 million. The increase is attributable to the Company increasing print and media advertising for a new branding campaign and targeted promotional campaigns during the period.
FDIC Insurance Assessments: The expense for FDIC insurance assessments increased $1.4 million to $2.6 million at December 31, 2014 from $1.2 million at December 31, 2013. This increase is primarily attributable to the Merger as the Company’s assessment base increased approximately $2.8 billion and to a lesser extent an increase in the assessment rate.
Core Deposit Intangible Amortization: The $1.3 million in core deposit intangible amortization for the year ended December 31, 2014 is directly attributable to the Merger. The Company is amortizing the core deposit intangible of $10.6 million over 10 years using the sum-of-the-years-digits method.
Merger and Acquisition Expense:    Expenses related to the merger of the Company with Legacy United totaled $36.9 million for the year ended December 31, 2014, compared to $2.1 million for the year ended December 31, 2013. Merger related expenses primarily included legal, accounting, consulting assistance, change in control payments, investment banker fees, system termination and conversion costs and accelerated vesting of equity awards.
Other Expenses:    Other expense was $16.2 million and $9.0 million for the years ended December 31, 2014 and 2013, respectively, an increase of $7.1 million. The increase is primarily due to the Merger which impacted several accounts in this category including: (a) office supplies and postage; (b) dues and subscriptions; (c) software maintenance expense; (d) property appraisals and credit reports related to increased loan volume; (e) collection expense; (f) directors fees; (g) telephone and (h) website expenses. These increases were partially offset by a decrease in directors restricted stock expense.
Income Tax Expense (Benefit):    The provision (benefit) for income taxes was $(6.2) million for the year ended December 31, 2014, compared to $5.4 million for the year ended December 31, 2013. The decrease in the expense and the effective tax rate is primarily due to a lower income for the year as a result of expenses associated with the Merger of the Company and Legacy United in 2014 causing favorable permanent differences, such as BOLI and tax exempt income, to have a proportionately larger impact. Furthermore, the Company realized additional benefits of $5.6 million in 2014 related to tax credit investments. The decrease in the rate for these items is partially offset by unfavorable permanent differences related to non-deductible acquisition costs and compensation associated with the Merger.
Financial Condition, Liquidity and Capital Resources
Summary
The Company had total assets of $6.23$7.11 billion and $5.48$6.60 billion at December 31, 20152017 and 2014,2016, respectively. This increase of $751.7$514.6 million, or 13.7%7.8%, is primarily due to organic loan growth and loan portfolio purchases. The Company utilized deposits, including brokered deposits and additional advances from the FHLBB to fund thisloan growth.
Total net loans of $4.59$5.31 billion, with an allowance for loan losses of $33.9$47.1 million at December 31, 2015,2017, increased $710.0$437.1 million, or 9.0%, when compared to total net loans of $3.88$4.87 billion, with an allowance for loan losses of $24.8$42.8 million at December 31, 2014. While the Company experienced organic loan growth, the increase in the balance of loans primarily reflects the newly acquired loan portfolios.2016. Total deposits of $4.44$5.20 billion at December 31, 20152017 increased $401.8$487.0 million, or 10.0%10.3%, when compared to total deposits of $4.04$4.71 billion at December 31, 2014.2016. Non-interest-bearing deposits increased $69.6$70.5 million, or 11.6%10.0%, and interest-bearing deposits increased $332.1$416.5 million, or 9.7%10.4%, during the period. The increase in deposits is mainly due to growth in NOW accounts and money market deposits, and certificates of deposit and is reflective of the Company’s new product specials the opening of new branches, and a continued focus on building commercial relationships. The Company’s netgross loan-to-deposit ratio was 103.4%102.7% and 104.0% at December 31, 2015, compared to 96.1% at December 31, 2014.2017 and 2016, respectively.
At December 31, 2015,2017, total equity of $625.5$693.3 million, increased $23.1$37.5 million, or 3.8%5.7%, when compared to total equity of $602.4$655.9 million for the same period in 2014.at December 31, 2016. Changes in equity for the year ended December 31, 20152017 consisted primarily of year to date net income, partially offset by dividends paid to common shareholders, as well as decreasesincreases due to the change in market value on investment securities year overyear-over-year, which reduced accumulated other comprehensive loss from the prior year. At December 31, 2015,2017, the return on average tangible common equity ratio was 10.4%10.0% compared to 1.7%9.8% at December 31, 2014.2016. See Note 18,17, “Regulatory Matters” in the Notes to Consolidated Financial Statements contained elsewhere in this report for information on the Bank and the Company’s regulatory capital levels and ratios.

56


Securities
The Company maintains a securities portfolio that is primarily structured to generate interest income, manage interest-rate sensitivity, and provide a source of liquidity for operating needs. The securities portfolio is managed in accordance with regulatory guidelines and established internal corporate investment policies.

52


The following table sets forth certain financial information regarding the amortized cost and fair value of the Company’s investment portfolio at the dates indicated:
Investment Securities
At December 31,At December 31,
2015 2014 20132017 2016 2015
Amortized
Cost
 Fair Value 
Amortized
Cost
 Fair Value 
Amortized
Cost
 Fair Value
Amortized
Cost
 Fair Value 
Amortized
Cost
 Fair Value 
Amortized
Cost
 Fair Value
(In thousands)(In thousands)
Available for Sale:                      
U.S. Government and government-sponsored enterprise obligations$10,159
 $10,089
 $6,965
 $6,822
 $6,801
 $6,031
$
 $
 $
 $
 $10,159
 $10,089
Government-sponsored residential mortgage-backed securities146,434
 145,861
 165,199
 167,419
 96,708
 95,662
235,646
 235,479
 181,419
 179,548
 146,434
 145,861
Government-sponsored residential collateralized mortgage obligations287,515
 286,967
 237,128
 238,133
 69,568
 67,751
Government-sponsored residential collateralized debt obligations134,652
 133,112
 184,185
 183,260
 287,515
 286,967
Government-sponsored commercial mortgage-backed securities21,144
 20,965
 67,470
 68,298
 13,841
 12,898
33,449
 33,255
 26,949
 26,530
 21,144
 20,965
Government-sponsored commercial collateralized debt obligations128,617
 128,972
 129,547
 129,686
 5,043
 4,706
151,035
 147,242
 164,433
 162,927
 128,617
 128,972
Asset-backed securities162,895
 159,901
 181,198
 178,755
 107,699
 106,536
166,559
 167,139
 166,336
 166,967
 162,895
 159,901
Corporate debt securities62,356
 59,960
 43,907
 42,245
 43,586
 42,486
88,571
 89,136
 76,787
 75,015
 62,356
 59,960
Obligations of states and political subdivisions201,217
 201,115
 194,857
 195,772
 67,142
 62,505
249,531
 245,007
 223,733
 216,376
 201,217
 201,115
Marketable preferred and equity securities44,653
 45,339
 25,709
 25,881
 6,101
 6,328
Marketable equity securities240
 417
 32,414
 32,788
 44,653
 45,339
Total available for sale$1,064,990
 $1,059,169
 $1,051,980
 $1,053,011
 $416,489
 $404,903
$1,059,683
 $1,050,787
 $1,056,256
 $1,043,411
 $1,064,990
 $1,059,169
                      
Held to Maturity:                      
Government-sponsored residential mortgage-backed securities$2,205
 $2,449
 $2,971
 $3,310
 $3,743
 $4,107
$1,318
 $1,429
 $1,717
 $1,889
 $2,205
 $2,449
Obligations of states and political subdivisions12,360
 13,234
 12,397
 13,403
 10,087
 10,153
12,280
 12,871
 12,321
 12,940
 12,360
 13,234
Total held to maturity securities$14,565
 $15,683
 $15,368
 $16,713
 $13,830
 $14,260
$13,598
 $14,300
 $14,038
 $14,829
 $14,565
 $15,683
The Company’s securities portfolio totaled $1.07$1.06 billion at both December 31, 20152017 and December 31, 2014.2016. On a tax-equivalent basis, the yield in the securities portfolio for the years ended December 31, 20152017 and 20142016 was 3.14%3.51% and 3.07%3.21%, respectively.
Accounting guidance requires theThe Company to designatedesignates its securities as held to maturity, available for sale or trading depending on the Company’s intent regarding its investments at the time of purchase. The Company does not currently maintain a portfolio of trading securities. As of December 31, 2015, $1.062017, $1.05 billion, or 98.6%98.7%, of the portfolio, was classified as available for sale and $14.6$13.6 million of the portfolio was classified as held to maturity. The Company believes that the high concentration of securities available for sale allows flexibility in the day-to-day management of the overall investment portfolio, consistent with the objectives of optimizing profitability and mitigating both credit and interest rate risk. Securities available for sale are carried at fair value. Additional information about fair value measurements can be found in NotesNote 6, “Securities” and 15,Note 14, “Fair Value Measurement” in the Notes to Consolidated Financial Statements contained elsewhere in this report.
The Company’s underlying investment strategy has been to use the portfolio as a source of interest income, a tool to manage interest rate risk and as a source of liquidity. During 2015,The transactions in the Company focused its efforts on a barbell approach to purchasesinvestment portfolio during the year were made with the goalgoals of improving relative price behaviormaintaining the barbell structure of the investment portfolio, increasing credit diversification and quality, and increasing interest income where possible. The Company continued to maintain the barbell structure of the portfolio in response2017 due to rising short shorter

57


term rates, and falling long term rates relative to purely longer duration investments.combined with the overall flattening of the yield curve. The Company also continued to focus on portfolio diversification through the purchase of shorter duration investments such as floating rate collateralized loan obligations short term corporate bonds and preferred stocks, and shorter duration agency collateralized mortgage obligations. The floating rate and shorter duration bonds were added to the portfolio in an effort to reduce the Company’s overall interest rate risk position and therefore overall portfolio

53


price risk from potentially rising rates. This approach to investmentcombined with purchases was made to supplement the earlier focus on slightlyof longer duration municipal security purchases.securities and corporate bonds to help the Company maintain the desired portfolio structure. Overall, in order to balance the portfolio’s price risk with favorable cash flow characteristics, the Company continues to evaluate shortboth shorter and longer duration securities that help protect against price risk and extension risk in aggregate, while providing more consistent cash flows.
During the year ended December 31, 2015,2017, the available for sale securities portfolio increased by $6.2$7.4 million to $1.06$1.05 billion, representing 17.0%14.8% of total assets at year end 2015,year-end 2017, from $1.05$1.04 billion and 19.2%15.8% of total assets at December 31, 2014.2016. The increase is largely reflective of continued maintenancethe deployment of the barbell management strategy, with bond purchases focused on opportunities to shorten the investment portfolio duration and add diversification toadditional capital in the portfolio holdings while maintaining overall composition.in order to maintain the aforementioned barbell strategy. Portfolio activity during the year included repositioning in the municipal bond repositioningallocation to move up in credit quality and extending selected corporate holdings to take advantage of the relative steepness of the credit curve in various sectors. Additionally, in order to add call date diversity,take advantage of the salerelative value of securities that had a less than optimal risk rating, repositioning within thecertain collateralized loan obligations, corporate bond portfolio for which spread tightening had occurred on several existing holdings,bonds and the purchases of cash flowing agency collateralized mortgage backed obligations and pass throughs.securities; these security types were repositioned as well. The Company limits purchases in the municipal bonds, collateralized loan obligations and corporate sectors to investment grade or better rating prior to purchase. Furthermore, the Company limits its exposure to position parameters and will review the impact on the portfolio from periodic issuer disclosures, as well as developing market trends. Incremental portfolio growth for the year primarily focused on the purchase of cash flowing securities inclusive of fixed rate Agency Mortgage Backed Securities structured along the yield curve, and to a lesser extent, on municipal bonds and corporates.
During the year ended December 31, 2015,2017, the Company recorded no write-downs for other-than-temporary impairments of its securities. The Company held $645.0$682.3 million in securities that are in an unrealized loss position at December 31, 2015. $520.82017. $292.0 million of this total had been in an unrealized loss position for less than twelve months with the remaining $124.2$390.3 million in an unrealized loss position for twelve months or longer. These securities were evaluated by management and were determined not to be other-than-temporarily impaired. The Company does not have the intent to sell thesethe securities in an unrealized loss position, and it is more-likely-than-not that it will not have to sell the securities before the recovery of their cost basis. To the extent that changes in interest rates, credit spread movements and other factors that influence the fair value of securities continue, the Company may be required to record impairment charges for other-than-temporary impairment in future periods. For additional information on the securities portfolio, see Note 6, “Securities” in the Notes to Consolidated Financial Statements contained elsewhere in this report.
The Company monitors investment exposures continuously, performs credit assessments based on market data available at the time of purchase and performs ongoing credit due diligence for all collateralized loan obligations, corporate exposures and municipal securities. The Company’s investment portfolio is regularly monitored for performance enhancements and interest rate risk profiles, with dynamic strategies implemented accordingly.
The composition and maturities of the investmentCompany’s debt securities portfolio at December 31, 20152017 are summarized in the following table. Maturities are based on the final contractual payment dates, and do not reflect the impact of prepayments or early redemptions that may occur. State agency and municipal obligations as well as common and preferred stock yields have not been adjusted to a tax-equivalent basis. Certain mortgage-backed securities have interest rates that are adjustable and will reprice annually within the various maturity ranges. These repricing schedules are not reflected in the table below:

54
58


Investment Maturity Schedule
One Year or Less 
More��than One Year
through Five Years
 
More than Five Years
through Ten Years
 More than Ten Years Total SecuritiesAt December 31, 2017
Fair
Value
 
Weighted-
Average
Yield
 
Fair
Value
 
Weighted-
Average
Yield
 
Fair
Value
 
Weighted-
Average
Yield
 
Fair
Value
 
Weighted-
Average
Yield
 
Fair
Value
 
Weighted-
Average
Yield
One Year or Less 
More than One Year
through Five Years
 
More than Five Years
through Ten Years
 More than Ten Years Total Debt Securities
(Dollars in thousands)
Fair
Value
 
Weighted-
Average
Yield
 
Fair
Value
 
Weighted-
Average
Yield
 
Fair
Value
 
Weighted-
Average
Yield
 
Fair
Value
 
Weighted-
Average
Yield
 
Fair
Value
 
Weighted-
Average
Yield
December 31, 2015                   
(Dollars in thousands)
Available for Sale                                      
Debt Securities:                                      
U.S . Government and government-sponsored enterprise obligations$
 % $
 % $4,867
 2.22% $5,222
 2.31% $10,089
 2.27%
Government-sponsored residential mortgage-backed securities
 
 6
 2.43
 19,292
 2.21
 126,563
 2.45
 145,861
 2.42
$
 % $
 % $
 % $235,479
 2.90% $235,479
 2.90%
Government-sponsored residential collateralized debt obligations
 
 
 
 
 
 286,967
 2.33
 286,967
 2.33

 
 
 
 
 
 133,112
 2.68
 133,112
 2.68
Government-sponsored commercial mortgage-backed securities
 
 3,472
 2.39
 16,207
 2.16
 1,286
 6.90
 20,965
 2.49

 
 2,728
 2.22
 14,180
 2.51
 16,347
 3.19
 33,255
 2.82
Government-sponsored commercial collateralized debt obligations
 
 
 
 5,013
 2.38
 123,959
 2.55
 128,972
 2.54

 
 
 
 
 
 147,242
 2.56
 147,242
 2.56
Asset-backed securities
 
 
 
 75,302
 3.27
 84,599
 3.18
 159,901
 3.22

 
 
 
 67,664
 4.16
 99,475
 3.33
 167,139
 3.66
Corporate debt securities225
 1.75
 8,050
 4.92
 48,280
 3.11
 3,405
 2.44
 59,960
 3.31

 
 8,309
 4.91
 80,827
 3.55
 
 
 89,136
 3.68
Obligations for state and political subdivisions304
 2.80
 1,140
 2.36
 11,930
 2.30
 187,741
 3.83
 201,115
 3.73

 
 1,687
 2.77
 6,507
 2.80
 236,813
 3.86
 245,007
 3.83
Total debt securities$529
 2.36% $12,668
 4.00% $180,891
 2.90% $819,742
 2.82% $1,013,830
 2.85%$
 % $12,724
 4.05% $169,178
 3.68% $868,468
 3.13% $1,050,370
 3.23%
Held to Maturity                                      
Debt securities:                                      
Government-sponsored residential mortgage-backed securities$
 % $
 % $423
 4.31% $2,026
 4.82% $2,449
 4.73%$
 % $
 % $250
 4.33% $1,179
 4.82% $1,429
 4.74%
Obligations of states and political subdivisions
 
 1,202
 2.39
 
 
 12,032
 4.15
 13,234
 3.99

 
 1,171
 2.41
 1,032
 3.98
 10,668
 4.24
 12,871
 4.08
Total debt securities$
 % $1,202
 2.39% $423
 4.31% $14,058
 4.24% $15,683
 4.10%$
 % $1,171
 2.41% $1,282
 4.05% $11,847
 4.33% $14,300
 4.14%
The Company has the ability to use the investment portfolio, as well as interest-rate financial instruments within internal policy guidelines, to hedge and manage interest-rate risk as part of its asset/liability strategy. See Note 14,13, “Derivatives and Hedging Activities” in the Notes to Consolidated Financial Statements contained elsewhere in this report for additional information concerning derivative financial instruments.
Bank-Owned Life Insurance (“BOLI”)
BOLI was $125.1$148.3 million and $122.6$167.8 million at December 31, 20152017 and 2014,2016, respectively. The increase is predominantly attributableAt the end of 2017, the Company surrendered $33.1 million of under-performing BOLI policies, to earnings.subsequently be re-invested into higher yielding policies in early January 2018. Additionally, in December 2017, the Company purchased an additional $10.0 million of BOLI contracts. The Company expects to benefit from the BOLI contracts as a result of the tax-free growth in cash surrender value and death benefits that are expected to be generated over time. The purchase of the life insurance policy results in an income-earning asset on the Consolidated Statements of Condition that provides monthly tax-free income to the Company. The largest risk to the BOLI program is credit risk of the insurance carriers. To mitigate this risk, quarterly credit reviews are completed on all carriers. BOLI is invested in the “general account”, “hybrid account”, and “hybrid“separate account” of quality insurance companies. Of the general account carriers, all were rated “A-” or better by at least one nationally recognized statistical rating organization (“NRSRO”) at December 31,

55


2015 with the exception of one carrier that is rated sub-investment grade, representing 0.22% of the BOLI asset and 0.05% of Tier 1 capital. 2017. BOLI is

59


included inon the Consolidated Statements of Condition at its cash surrender value. Increases in BOLI’s cash surrender value are reported as a component of non-interest income in the Consolidated Statements of Net Income.
Lending Activities
The Company originates and purchases residential real estate loans secured by one-to-four family residences, commercial real estate loans, residential and commercial construction loans, commercial business loans, multi-family loans, home equity loans and lines of credit and other consumer loans primarily throughout Connecticut and Massachusetts, and to a lesser extent the Northeast and certain Mid-Atlantic states.
Loan Portfolio Analysis
The following table summarizes the composition of the Company’s total loan portfolio as of the dates presented:
 At December 31,
 2015 2014 2013 2012 2011
 Amount Percent Amount Percent Amount Percent Amount Percent Amount Percent
 (Dollars in thousands)
Real estate loans:                   
Residential$1,611,197
 34.9% $1,413,739
 36.3% $634,447
 37.0% $683,195
 42.6% $680,702
 46.2%
Commercial1,995,332
 43.2
 1,678,936
 43.1
 776,913
 45.3
 697,133
 43.4
 593,867
 40.3
Construction171,006
 3.7
 185,843
 4.8
 52,243
 3.1
 49,980
 3.1
 50,654
 3.4
Commercial Business603,332
 13.1
 613,596
 15.7
 247,932
 14.5
 171,632
 10.7
 143,475
 9.8
Installment and collateral233,064
 5.1
 5,752
 0.1
 2,257
 0.1
 2,751
 0.2
 4,231
 0.3
Total loans4,613,931
 100.0% 3,897,866
 100.0% 1,713,792
 100.0% 1,604,691
 100.0% 1,472,929
 100.0%
Net deferred loan costs and premiums7,018
   4,006
   2,403
   771
   494
  
Allowance for loan losses(33,887)   (24,809)   (19,183)   (18,477)   (16,025)  
Loans, net$4,587,062
   $3,877,063
   $1,697,012
   $1,586,985
   $1,457,398
  
 At December 31,
 2017 2016 2015 2014 2013
 Amount Percent Amount Percent Amount Percent Amount Percent Amount Percent
 (Dollars in thousands)
Commercial real estate loans:                  
Owner-occupied$445,820
 8.3% $416,718
 8.5% $322,084
 7.0% $399,935
 10.3% $85,964
 5.0%
Investor non-owner occupied1,854,459
 34.7
 1,705,319
 34.8
 1,673,248
 36.3
 1,279,001
 32.8
 690,949
 40.3
Commercial construction78,083
 1.5
 98,794
 2.0
 129,922
 2.8
 172,585
 4.4
 46,059
 2.7
Total commercial real estate loans2,378,362
 44.5
 2,220,831
 45.3
 2,125,254
 46.1
 1,851,521
 47.5
 822,972
 48.0
                    
Commercial business loans840,312
 15.7
 724,557
 14.8
 603,332
 13.1
 613,596
 15.7
 247,932
 14.5
                    
Consumer loans:                   
Residential real estate1,204,401
 22.6
 1,156,227
 23.6
 1,179,915
 25.6
 1,076,098
 27.6
 476,599
 27.8
Home equity583,180
 10.9
 536,772
 11.0
 431,282
 9.3
 337,641
 8.7
 157,848
 9.2
Residential construction40,947
 0.8
 53,934
 1.1
 41,084
 0.9
 13,258
 0.4
 6,184
 0.4
Other consumer292,781
 5.5
 209,393
 4.2
 233,064
 5.0
 5,752
 0.1
 2,257
 0.1
Total consumer loans2,121,309
 39.8
 1,956,326
 39.9
 1,885,345
 40.8
 1,432,749
 36.8
 642,888
 37.5
                    
Total loans5,339,983
 100.0% 4,901,714
 100.0% 4,613,931
 100.0% 3,897,866
 100.0% 1,713,792
 100.0%
Net deferred loan costs and premiums14,794
   11,636
   7,018
   4,006

  2,403
  
Allowance for loan losses(47,099)   (42,798)   (33,887)   (24,809)
  (19,183)  
Loans, net$5,307,678
   $4,870,552
   $4,587,062
   $3,877,063
   $1,697,012
  
As shown above, at December 31, 2017 gross loans were $4.61$5.34 billion, an increase $716.1$438.3 million, or 18.4%8.9%, at December 31, 2015 from December 31, 2014.2016. The Company experienced increases in most major loan categories due to organic loan growth and the loan portfolio purchases late inthat occurred during 2017.
Total commercial real estate loans represented the largest concentration of our loan portfolio at 44.5% of total loans at December 2015.31, 2017 and increased $157.5 million, or 7.1%, to $2.38 billion from December 31, 2016, reflecting increased production from the Company’s expanded commercial banking division. The commercial real estate loan portfolio is comprised of owner-occupied commercial real estate (“OOCRE”) and investor non-owner occupied commercial real estate (“Investor CRE”), and to a lesser extent, commercial construction. Investor CRE represents the largest segment of the Company’s loan portfolio as of December 31, 2017, comprising 34.7% of total loans and OOCRE represents 8.3% of the portfolio. The Company plans to increase the relative level of OOCRE while decreasing the relative level of Investor CRE to generate more favorable risk-adjusted returns and enhance net interest margin. Commercial real estate construction loans are made for developing commercial real estate properties such as office complexes, apartment buildings and residential subdivisions. Commercial real estate construction loans totaled $78.1 million at December 31, 2017, approximately $25.9 million of which is residential use and $52.2 million is commercial use, compared to total commercial real estate construction loans of $98.8 million at December 31, 2016, $35.4 million of which

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was residential use and $63.4 million was commercial use. The Company originates loans with interest reserves on certain commercial construction credits depending on various factors including, but not limited to, quality of credit, interest rate and project type. At December 31, 2017, the Company had three non-performing commercial construction loans totaling $1.4 million, with no funded interest reserves.
Residential real estate loans continue to represent a significant segment of the Company’s loan portfolio as of December 31, 2015,2017, comprising 34.9%22.6% of total loans. Theloans, an increase of $197.5$48.2 million from December 31, 2014 primarily reflects organic growth and the purchased portfolio.2016. The Company had significant originations of both adjustable and fixed rate mortgages of $705.7$589.2 million during the year, reflecting both refinancing activity and loans for new home purchases, and sold loans totaling $404.4$332.6 million in the secondary market. The Company currently sells the majority of all originated fixed rate residential real estate loans with terms of 30 years, but will also sell 10, 15 and 20 year loans depending on the circumstances. The strong mortgage origination activity resulted from low market interest rates and competitive pricing.
CommercialResidential real estate loans (“CRE”) increased $316.4 million from December 31, 2014, as the Company has experienced increased demand for CRE loans given the expansion of the commercial banking division and the current rate environment. CRE lending is done both in market, Connecticut and Massachusetts, and regionally. Regional commercial real estate lending started at the Bank at the end of 2005, is done throughout the Northeast and into the Mid-Atlantic states. The properties financed are high quality, income producing; and with experienced sponsorships. The program provides geographic diversification within the overall CRE portfolio. At December 31, 2015, regional CRE totaled approximately $561.1 million, with all loans performing as agreed. Mid-sized businesses continue to look to community banks for relationship banking and personalized lending services.
Construction real estateconstruction loans totaled $171.0$40.9 million at December 31, 2015, a decrease of $14.82017 compared to $53.9 million fromat December 31, 2014. Construction real estate loans consist of residential construction and commercial construction.2016. Residential real estate construction segment loans are made to individuals for home construction whereby the borrower owns the parcel of land and the funds are advanced in stages until completion. Residential real estateThe decrease of $13.0 million in residential construction loans totaled $41.1is due to an overall decrease of residential construction loans in 2017 as compared to 2016.
Commercial business loans increased $115.8 million to $840.3 million at December 31, 2015 compared to $13.22017 from $724.6 million at December 31, 2014.2016. The commercial division continues to experience momentum in origination activity and has a strong loan pipeline. Mid-sized businesses continue to look to community banks for relationship banking and personalized lending services. Periodically, the Company participates in a shared national credit (“SNC”) program, which engages in the participation and purchase of credits with other “supervised” unaffiliated banks or financial institutions, specifically loan syndications and participations. These loans generate earning assets to increase profitability of the Company and diversify commercial loan portfolios by providing opportunities to participate in loans to borrowers in other regions or industries the Company might otherwise have no access. The Company offers both term and revolving commercial loans. Term loans have either fixed or adjustable rates of interest and, generally, terms of between three and seven years and amortize on the same basis. Additionally, two market segments the Company has focused on is franchise and educational banking. The franchise lending practice lends to certain franchisees in support of their development, acquisition, and expansion needs. The Company typically offers term loans with maturities between three to eight years with amortization from seven to ten years. These loans generally are on a floating rate basis with spreads slightly higher than the standard commercial business loan spreads. The educational banking practice consists of K-12 schools and colleges/universities utilizing both taxable and tax-exempt loan products for campus improvements, expansions and working capital needs. Generally, educational term loans have longer dated maturities that amortize up to 30 years and typically offer the Company a full deposit and cash management relationship. Both the franchise and educational lending areas focus on opportunities across New England and certain Mid-Atlantic states.
Commercial real estate constructionThe Company also offers home equity loans and home equity lines of credit (“HELOCs”), both of which are secured by one-to-four family residences. Home equity loans are made for developing commercial real estate properties such as office complexes, apartment buildingsoffered with fixed rates of interest and residential subdivisions. Total commercial real estate construction loans totaled $129.9 million at

56


with terms up to 15 years. At December 31, 2015, of which $44.52017 the home equity portfolio totaled $583.2 million is residential use and $85.4 million is commercial use, compared to total commercial real estate construction loans of $172.6$536.8 million at December 31, 2014.2016. During the year ended December 31, 2017, the Company purchased three HELOC portfolios totaling $105.2 million, compared to portfolios purchased totaling $148.3 million for the year ended December 31, 2016. The total principal balance of the HELOC purchased portfolios outstanding at December 31, 2017 and 2016 was $246.5 million and $208.8 million, respectively. These loans are not serviced by the Company. The purchased HELOC portfolios are secured by second liens. The Company may continue purchasing HELOCs throughout 2018 to maintain its existing exposure.
Other consumer loans totaled $292.8 million, or 5.5%, of our total loan portfolio at December 31, 2017. Other consumer loans generally consist of loans on retail high-end boats and small yachts, home improvement loans, new and used automobiles, loans collateralized by deposit accounts and unsecured personal loans. During December 2015, the Company purchased two consumer loan portfolios totaling $229.2 million which consisted of marine retail loans and home improvement loans. At December 31, 2017 and 2016, $130.9 million and $168.7 million was outstanding, respectively. The marine retail loans are collateralized by premium brand boats. The home improvement loans are 90% backed by the U.S. Department of Housing and Urban Development and consist of loans to install energy efficient upgrades to the borrowers’ one-to-four family residences. The Company’s plan seeks to marginally increase the level of consumer loans throughout 2018, given these loan types have favorable rate characteristics that will positively impact the net interest margin along with significant granularity and credit metrics that fit within the superior credit quality of its existing portfolio.
LH-finance, the Company’s marine lending unit, includes purchased and originated retail loans and dealer floorplan loans. The Company’s relationships are limited to well established dealers of global premium brand manufacturers. The Company’s top three manufacturer customers have been in business between 30 and 100 years. The Company has generally secured agreements with premium manufacturers to support dealer floor plan loans which may reduce the Company’s credit exposure to the dealer, despite our underwriting of each respective dealer. We have developed incentive retail pricing programs with the dealers to drive

61


retail dealer flow. Retail loans are generally limited to premium manufacturers with established relationships with the Company which has a vested interest in the secondary market pricing of their respective brand due to the limited inventory available for resale. Consequently, while not contractually committed, manufacturers will often support secondary resale values which can have the effect of reducing losses from non-performing retail marine loans. Retail borrowers generally have very high credit scores, substantial down payments, substantial net worth, personal liquidity, and excess cash flow. Retail loans have an average life of four years and key markets include Florida, California, and New England.
The Company originates loanshas employed specific parameters taking into account: geographical considerations, exposure hold levels, qualifying financial partners, and most importantly, sound credit quality with interest reserves on certain commercial construction credits depending on various factors including, but not limited to,strong metrics. A thorough independent analysis of the credit quality of credit, interest rate and project type. At December 31, 2015, the Company had fourteen non-performing commercial construction loans totaling $2.8 million, with no funded interest reserves.
The Company’s long term strategy continues to be that of building a larger percentage of the Company’s assets in commercial loans, including real estate and other business loans. Commercial business loans decreased $10.3 million from December 31, 2014, primarily due to the successful completion and retirement of a significant project financeeach borrower is made for every transaction in the third quarter of 2015, and the exit from certain sub-optimally underwritten loans in the purchased portfolio. Commercial business loans include the Shared National Credit program (“SNC”). The SNC programwhether it is managed by an experienced senior banker and provides high quality, floating rate loans. All loans are independently underwritten and approved by the Bank. At December 31, 2015, the SNC portfolio totaled approximately $173.6 million.assignment or participation.
Loan Maturity Schedule
The following table sets forth the loan maturity schedule at December 31, 2015:2017:
 Loans Maturing
 
Within One
Year
 
After One
But Within
Five Years
 
After Five
Years
 Total
 (In thousands)
Real estate loans:       
Residential$28,518
 $64,980
 $1,517,699
 $1,611,197
Commercial84,515
 632,407
 1,278,410
 1,995,332
Construction33,706
 35,805
 101,495
 171,006
Commercial business loans58,581
 206,051
 338,700
 603,332
Installment and collateral loans7,244
 9,021
 216,799
 233,064
Total$212,564
 $948,264
 $3,453,103
 $4,613,931
 Loans Maturing
 
Within One
Year
 
After One
But Within
Five Years
 
After Five
Years
 Total
 (In thousands)
Owner-occupied CRE$5,779
 $84,916
 $355,125
 $445,820
Investor CRE82,524
 763,279
 1,008,656
 1,854,459
Construction16,202
 33,138
 69,690
 119,030
Commercial business loans135,995
 462,280
 242,037
 840,312
Residential real estate546
 41,908
 1,161,947
 1,204,401
Home equity9,511
 48,713
 524,956
 583,180
Other consumer1,066
 38,561
 253,154
 292,781
Total$251,623
 $1,472,795
 $3,615,565
 $5,339,983
Loans Contractually Due Subsequent to December 31, 20162018
The following table sets forth the scheduled repayments of fixed and adjustable rate loans at December 31, 20152017 that are contractually due after December 31, 2016:2018:
 Due After December 31, 2016
 Fixed Adjustable Total
 (In thousands)
Real estate loans:     
Residential$786,860
 $795,819
 $1,582,679
Commercial871,972
 1,038,845
 1,910,817
Construction48,355
 88,945
 137,300
Commercial business loans56,552
 488,199
 544,751
Installment and collateral loans213,271
 12,549
 225,820
Total$1,977,010
 $2,424,357
 $4,401,367
 Due after December 31, 2018
 Fixed Adjustable Total
 (In thousands)
Owner-occupied CRE$120,681
 $319,360
 $440,041
Investor CRE743,735
 1,028,200
 1,771,935
Construction36,897
 65,931
 102,828
Commercial business loans193,492
 510,825
 704,317
Residential real estate741,932
 461,923
 1,203,855
Home equity40,293
 533,376
 573,669
Other consumer220,720
 70,995
 291,715
Total$2,097,750
 $2,990,610
 $5,088,360
Asset Quality
United’s lending strategy focuses on direct relationship lending within its primary market area as the quality of assets underwritten is an important factor in the successful operation of a financial institution. Non-performing assets, loan delinquency and credit loss levels are considered to be key measures of asset quality. Management strives to maintain asset quality through its underwriting standards, servicing of loans and management of non-performing assets since asset quality is a key factor in the determination of the level of the allowance for loan losses. See Note 7, “Loans Receivable and Allowance for Loan Losses” contained elsewhere in this report for further information concerning the Allowance for Loan Losses.

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62


Asset Quality Ratios
The following table details asset quality ratios for the following periods:
At December 31, 2015 At December 31, 2014At or For the Year December 31, 2017 At or For the Year December 31, 2016
Non-performing loans as a percentage of total loans0.82% 0.83%0.59% 0.69%
Non-performing assets as a percentage of total assets0.62% 0.63%0.48% 0.54%
Net charge-offs as a percentage of average loans0.10% 0.12%0.10% 0.10%
Allowance for loan losses as a percentage of total loans0.73% 0.64%0.88% 0.87%
Allowance for loan losses to non-performing loans89.64% 76.67%148.76% 125.64%
Non-performing Assets
Generally loans are placed on non-accrual if collection of principal or interest in full is in doubt, if the loan has been restructured in a troubled debt restructuring, or if any payment of principal or interest is past due 90 days or more. A loan may be returned to accrual status if it has demonstrated sustained contractual performance for six continuous months or if all principal and interest amounts contractually due are reasonably assured of repayment within a reasonable period. There are, on occasion, circumstances that cause commercial loans to be placed in the 90 days and accruing category, for example, loans that are considered to be well secured and in the process of collection or renewal. AtAs of December 31, 2015,2017 and December 31, 2016, loans totaling $307,000$953,000 and $750,000, respectively, were past due greater than 90 days past due and accruing. The loans reported as past due 90 days or more and still accruing. Theseaccruing represent loans represent Legacy United purchased credit impaired loans for whichthat were evaluated by management and maintained on accrual status based on an accretable fair value interest mark is being recognized and one loan which is fully guaranteed byevaluation of the U.S. Government. borrower.
The following table details non-performing assets for the periods presented:
At December 31, 2015 At December 31, 2014At December 31, 2017 At December 31, 2016
Amount Percent Amount PercentAmount Percent Amount Percent
(Dollars in thousands)(Dollars in thousands)
Non-accrual loans:              
Real estate loans:       
Residential$13,979
 36.3% $12,018
 34.7%
Commercial11,504
 29.8
 10,663
 30.8
Owner-occupied commercial real estate$1,664
 4.9% $2,642
 7.3%
Investor commercial real estate1,821
 5.4
 4,016
 11.2
Construction2,808
 7.3
 611
 1.8
1,398
 4.1
 1,701
 4.7
Commercial business loans3,898
 10.1
 4,872
 14.1
1,477
 4.4
 2,000
 5.6
Installment and collateral2
 
 25
 0.1
Residential real estate11,824
 35.0
 11,357
 31.6
Home equity4,968
 14.7
 4,043
 11.2
Other consumer35
 0.1
 1,000
 2.8
Total non-accrual loans excluding TDRs32,191
 83.5
 28,189
 81.5
23,187
 68.6
 26,759
 74.4
Troubled debt restructurings - non-accruing5,611
 14.6
 4,169
 12.1
8,475
 25.0
 7,304
 20.3
Total non-performing loans37,802
 98.1
 32,358
 93.6
31,662
 93.6
 34,063
 94.7
Other real estate owned755
 1.9
 2,239
 6.4
2,154
 6.4
 1,890
 5.3
Total non-performing assets$38,557
 100.0% $34,597
 100.0%$33,816
 100.0% $35,953
 100.0%
Total non-performing loans to total loans0.82%   0.83%  0.59%   0.69%  
Total non-performing assets to total assets0.62%   0.63%  0.48%   0.54%  
As displayed in the above table, non-performing assets at December 31, 2015 increased2017 decreased $2.1 million to $38.6$33.8 million compared to $34.6$36.0 million at December 31, 2014.2016. Total non-accrual loans decreased $3.6 million, reflecting decreases in all categories except residential real estate and home equity non-accrual loans, offset by an increase of $1.2 million in non-accruing TDR loans, as compared to the previous year.
At December 31, 2017, commercial real estate non-accrual loans (including owner-occupied and investor non-owner occupied commercial real estate loans) decreased $3.2 million compared to December 31, 2016. The majority of the decrease was in investor non-owner occupied commercial real estate, accounting for $2.2 million of the total decrease, due to several smaller investment real estate loans which paid off or had reductions in balances during the year. Non-accrual construction loans decreased $303,000, primarily reflecting two commercial relationships totaling $1.4 million, which relate to construction for residential subdivisions. At December 31, 2016, non-accrual construction loans consisted of 11 commercial relationships and totaled $1.7 million.

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Other consumer non-accrual loans decreased $965,000 to $35,000 at December 31, 2017. This decrease represents a decrease in non-accruing marine loans reported at December 31, 2017. The current balance represents one marine loan and two consumer loans which evidenced payments due in excess of 90 days and resulted in the loans being classified as non-accrual.
Commercial business non-accrual loans decreased $523,000 to $1.5 million at December 31, 2017, reflecting decreases due to paid off smaller commercial business loans from the previous year ended December 31, 2016.
Home equity and residential real estate non-accrual loans increased $925,000 and $467,000, respectively, from December 31, 2016. The increase primarilyin the home equity category reflects, in part, an increase in residential, construction and commercial real estate loans and increases in nonaccrual TDR loans.
Purchased credit impaired loans are excluded from non-performing loans. Rather, these loans are deemed performing over their lives and to the extent they become 90 days past due, would be included in the Accruing Loans Past Due 90 Days or More table.
Residential real estate non-performing loans increased $5.1 million due to increases in both nonaccrual loansnumber of $2.0 million and nonaccrual TDRsmaturing home equity lines of $1.6 million. Typically, residential loans are restructured with a modification and extension of the loan amortization and maturity at substantially the same interest rate as contained in the original credit extension. Current economic conditions continue to have an effect on customers’ ability to make loan payments. Residential nonaccrual loans at December 31, 2015, comprised of 215 loans with a balance of $14.0 million compared to 113 loans $12.0 million for the same period in 2014.credit. The Company continues to originate loans with strong credit characteristics and routinely updates non-performing loans in terms of FICO scores and LTV ratios. Through continued heightened account monitoring, collections, and workout efforts, the Company

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is committed to mortgage solution programs designed to assist homeowners to remain in their homes. As has been its practice historically, the Company does not originate subprime loans.
CommercialNon-accruing TDR loans increased by $1.2 million since December 31, 2016, primarily due to an increase of $3.1 million in commercial business TDR loans, and to a lesser extent, an increase of $211,000 in home equity TDR loans, offset by decreases in all other non-accruing TDR categories. Investor non-owner occupied commercial real estate non accrualnon-accrual TDR loans increased $841,000decreased $842,000, other consumer non-accruing TDR loans decreased $840,000, construction non-accruing TDR loans decreased $437,000, and owner-occupied commercial real estate non-accruing TDR loans decreased $21,000 from the year ended December 31, 2016. One larger commercial business non-performing loans decreased $974,000. The collateral values of non-performing loans have been updated and in several instances partial charge-offs have been processed to conform to current market values. Non-accrual construction loans increased $2.2 million compared to $611,000 mainly duerelationship moved from an accruing TDR to a Legacy United participation construction loan which amounted to $1.4 million atnon-accruing TDR during the year ended December 31, 2015.2017, which contributed towards the $3.1 million increase noted above.
If non-accrual loans had been performing in accordance with their original terms, the Company would have recorded $1.5$1.8 million, $1.0$1.3 million and $347,000$1.5 million in additional interest income during the years ended December 31, 2015, 20142017, 2016 and 2013,2015, respectively.
Troubled Debt Restructuring
Loans are considered restructured in a troubled debt restructuring (“TDR”) when the Company has granted concessions to a borrower due to the borrower’s financial condition that it otherwise would not have considered. These concessions include modifications of the terms of the debt such as reduction of the stated interest rate other than normal market rate adjustments, extension of maturity dates, or reduction of principal balance or accrued interest. The decision to restructure a loan, versus aggressively enforcing the collection of the loan, may benefit the Company by increasing the ultimate probability of collection.
Restructured loans are classified as accruing or non-accruing based on management’s assessment of the collectability of the loan. Loans which are already on non-accrual status at the time of the restructuring generally remain on non-accrual status for a minimum of six months before management considers such loans for return to accruing TDR status. Accruing restructured loans are placed into non-accrual status if and when the borrower fails to comply with the restructured terms and management deems it unlikely that the borrower will return to a status of compliance in the near term. Once a loan is classified as a TDR it retains that classification for the life of the loan; however, some TDRs may demonstrate acceptable performance allowing the TDR loan to be placed on accruing TDR status.
The following tables provide detail of TDR balances and activity for the periods presented:
At December 31,At December 31,
2015 20142017 2016
(In thousands)(In thousands)
Recorded investment in TDRs      
Accrual status$18,453
 $11,638
$14,249
 $16,048
Non-accrual status5,611
 4,169
8,475
 7,304
Total recorded investment$24,064
 $15,807
$22,724
 $23,352
Accruing TDRs performing under modified terms more than one year$5,821
 $1,919
$7,783
 $10,020
TDR allocated reserves included in the balance of allowance for loan losses223
 380
520
 714
Additional funds committed to borrowers in TDR status513
 210
29
 3
The increasedecrease in TDRs of $8.3 million$628,000 primarily reflects $15.2$9.5 million in pay-offs and $756,000 in partial or full charge offs, partially offset by $9.6 million in new TDR loans which primarily consisted of threeone large investor non-owner occupied commercial business loans which werereal estate loan that was modified during the fourth quarter.year. In addition, 3821 home equity TDR loans, nine residential real estate TDR loans and five commercial business TDR loans were added. The increase was partially offset by $6.3 million in pay downs and $561,000 in partial or full charge offs.added during the 2017.

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Troubled Debt Restructuring By Loan Type
The following tables provide detail of TDR by type for the periods indicated:
  
At December 31,
 2015 2014
 (In thousands)
Real estate loans:   
Residential$6,612
 $3,965
Commercial6,456
 8,852
Construction1,853
 1,998
Commercial business loans9,138
 971
Installment and collateral5
 21
Total$24,064
 $15,807
  
At December 31,
 2017 2016
 (In thousands)
Owner-occupied CRE$636
 $689
Investor CRE6,594
 5,933
Construction875
 1,624
Commercial business loans4,204
 5,813
Residential real estate6,477
 5,206
Home equity3,578
 2,867
Other consumer360
 1,220
Total$22,724
 $23,352
Troubled Debt Restructuring Activity
The following tables provide detail of TDR activity during the periods indicated:
Years Ended
December 31,
Years Ended
December 31,
2015 20142017 2016
(In thousands)(In thousands)
TDRs, beginning of period$15,807
 $10,216
$23,352
 $24,064
Current year modifications15,167
 9,231
9,594
 6,778
Paydowns/draws on existing TDRs, net(6,349) (2,890)(9,466) (7,183)
Charge-offs post modification(561) (750)(756) (307)
TDRs, end of period$24,064
 $15,807
$22,724
 $23,352

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Delinquent Loans
The following table presents an age analysis of past due loans at December 31, 20152017 and 2014:2016:
 Delinquent Loans
  
30-89 Days 90 Days and Over Total
 Amount Percent Amount Percent Amount Percent
 (Dollars in thousands)
At December 31, 2015           
Real estate loans:           
Residential$13,274
 32.4% $8,485
 20.9% $21,759
 53.3%
Commercial6,743
 16.5
 6,024
 14.7
 12,767
 31.2
Construction663
 1.6
 2,135
 5.2
 2,798
 6.8
Commercial business loans792
 1.9
 2,804
 6.8
 3,596
 8.7
Installment and collateral20
 
 8
 
 28
 
Total$21,492
 52.4% $19,456
 47.6% $40,948
 100.0%
At December 31, 2014           
Real estate loans:           
Residential$22,867
 33.7% $7,320
 10.9% $30,187
 44.6%
Commercial11,701
 17.2
 9,509
 14.0
 21,210
 31.2
Construction1,630
 2.4
 695
 1.0
 2,325
 3.4
Commercial business loans6,594
 9.7
 7,486
 11.0
 14,080
 20.7
Installment and collateral34
 0.1
 12
 
 46
 0.1
Total$42,826
 63.1% $25,022
 36.9% $67,848
 100.0%
 Delinquent Loans
  
30-89 Days 90 Days and Over Total
 Amount Percent Amount Percent Amount Percent
 (Dollars in thousands)
At December 31, 2017           
Owner-occupied CRE$1,650
 5.5% $1,297
 4.3% $2,947
 9.8%
Investor CRE941
 3.1
 1,212
 4.0
 2,153
 7.1
Construction
 
 1,398
 4.6
 1,398
 4.6
Commercial business loans4,534
 15.0
 1,219
 4.0
 5,753
 19.0
Residential real estate5,484
 18.3
 5,633
 18.8
 11,117
 37.1
Home equity1,817
 6.0
 3,281
 10.9
 5,098
 16.9
Other consumer1,188
 3.9
 491
 1.6
 1,679
 5.5
Total$15,614
 51.8% $14,531
 48.2% $30,145
 100.0%
            
At December 31, 2016           
Owner-occupied CRE$497
 1.4% $1,667
 4.7% $2,164
 6.1%
Investor CRE2,881
 8.1
 3,260
 9.2
 6,141
 17.3
Construction709
 2.0
 1,933
 5.6
 2,642
 7.6
Commercial business loans3,330
 9.4
 2,373
 6.7
 5,703
 16.1
Residential real estate2,848
 8.0
 7,863
 22.2
 10,711
 30.2
Home equity2,954
 8.3
 2,797
 7.9
 5,751
 16.2
Other consumer1,217
 3.4
 1,095
 3.1
 2,312
 6.5
Total$14,436
 40.6% $20,988
 59.4% $35,424
 100.0%

60


At December 31, 20152017 and 2014,2016, loans reported as past due 90 days or more and still accruing totaled $307,000$953,000 and $4.8 million, respectively$750,000, respectively. Loans reported as 90 days or more and still accruing represent Legacy United purchased credit impaired loans for whichthat were evaluated by management and maintained on accrual status based on an accretable fair value interest mark is being recognized and one loan which is fully guaranteed byevaluation of the U.S. Government.borrower.
As a percentage of total loans, loans between 30 and 90 days delinquent were 0.47% and 1.10%0.29% at both December 31, 20152017 and December 31, 2014, respectively. The decrease in delinquency at December 31, 2015 is primarily attributed to a decrease in overall Bank delinquencies including decreases in commercial delinquencies.2016. All non-performing loans have been updated with a current appraised value, and if necessary, a reduction to carrying value has been made.
Potential Problem Loans
The BankCompany performs an internal analysis of the loan portfolio in order to identify and quantify loans with higher than normal risk. Loans having a higher risk profile are assigned a risk rating corresponding to the level of weakness identified in the loan. All loans risk rated Special Mention, Substandard or Doubtful are listed on the Bank’sCompany’s “watchlist” and are reviewed by management not less than on a quarterly basis to assess the level of risk and to ensure that appropriate actions are being taken to minimize potential loss exposure. Loans identified as being Losscontaining loss are normally partially or fully charged off. In addition, the BankCompany maintains a listing of “classified loans” consisting of Substandard and Doubtful loans which totaled $88.7$67.9 million at December 31, 20152017 and which are generally transferred to the Special Assets or Collections area for extra attention.enhanced monitoring.
The Company closely monitors the watchlist for signs of deterioration to mitigate the growth in non-accrual loans. At December 31, 2015,2017, watchlist loans, inclusive of the “classified loans”, totaled $157.6$101.6 million, of which $100.5$60.7 million are not considered impaired. See the section titled Classified Assets in Part I, Item 1. Business found elsewhere in this report for further discussion on classification of potential problem loans.
Allowance for Loan Losses
The allowance for loan losses and the reserve for unfunded credit commitments are maintained at a level estimated by management to provide for probable losses inherent within the loan portfolio. Probable losses are estimated based upon a quarterly review of the loan portfolio, which includes historic default and loss experience, specific problem loans, risk rating profile, economic conditions and other pertinent factors which, in management’s judgment, warrant current recognition in the loss estimation process.

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The Company’s Board Risk Committee meetssenior management meet quarterly to review and conclude on the adequacy of the reserves, and to present their recommendation to the Board Risk Committee and the Board of Directors.
Management considers the adequacy of the allowance for loan losses a critical accounting estimate. The adequacy of the allowance for loan losses is subject to considerable assumptions and judgment used in its determination. Therefore, actual losses could differ materially from management’s estimate if actual conditions differ significantly from the assumptions utilized. These conditions include economic factors in the Company’s market and nationally, industry trends and concentrations, real estate values and trends, and the financial condition and performance of individual borrowers. While management believes the allowance for loan losses is adequate as of December 31, 2015,2017, actual results may prove different and the differences could be significant.
The Company’s general practice is to identify problem credits early and recognize full or partial charge-offs as promptly as practicable when it is determined that the collection of loan principal is unlikely. The Company recognizes full or partial charge-offs on collateral dependent impaired loans when the collateral is deemed to be insufficient to support the carrying value of the loan. The Company does not recognize a recovery when an updated appraisal indicates a subsequent increase in value.
The Company had a loan loss allowance of $33.9$47.1 million, or 0.73%0.88%, of total loans at December 31, 20152017 as compared to a loan loss allowance of $24.8$42.8 million, or 0.64%0.87%, of total loans at December 31, 2014.2016. The increase in the ratio from December 31, 20142016 primarily reflects thecurrent year loan growth and the movement of loans from the acquired portfolio to the covered portfolio.portfolio due to subsequent deterioration of credit quality in certain acquired portfolios. Management believes that the allowance for loan losses is adequate and consistent with asset quality indicators and that it represents the best estimate of probable losses inherent in the loan portfolio. There are three components for the allowance for loan loss calculation:
General component
The general component of the allowance for loan losses is based on historical loss experience adjusted for qualitative factors stratified by the following loan segments: owner-occupied and investor non-owner commercial real estate, commercial and residential construction, commercial, residential real estate, commercial real estate, construction, commercialhome equity and other consumer. Due to the continued expansion and some morecertain unique risk characteristics, the regional commercial real estate loans have been segmented from the total commercial real estate loan portfolio. The regional commercial real estate loans are located throughout the Northeast and Middle Atlantic states and tend to have above average debt service coverage and loan-to-value ratios. Management uses a rolling average of historical losses based on a time frame appropriate to capture relevant loss data for each loan segment. This historical loss factor is adjusted for the following qualitative factors: levels and trends in delinquencies; level and trend of charge-offs and recoveries; trends in volume and types of loans; effects of changes in risk selection and underwriting standards,

61


experience and depth of lending teams; weighted-average risk rating trends; and national and local economic trends and conditions. The qualitative factors are determined based on the various risk characteristics of each loan segment. The general component of the allowance for loan and lease loss also includes a reserve based upon historical loss experience for loans which were acquired and have subsequently evidenced measured credit deterioration following initial acquisition. Our acquired loan portfolio is comprised of purchased loans that show no evidence of deterioration subsequent to acquisition and are therefore not part of the covered portfolio. Acquired impaired loans are loans with evidence of deterioration subsequent to acquisition and are considered in the covered portfolio in establishing the allowance for loan loss.
For acquired loans accounted for under ASC 310-30, evidence of credit quality deterioration as of the purchase date may include statistics such as past due status, refreshed borrower credit scores and refreshed loan-to-value (“LTV”), ratios, some of which are not immediately available as of the purchase date. The Company continues to evaluate this information and other credit-related information as it becomes available. ASC 310-30 addresses accounting for differences between contractual cash flows and cash flows expected to be collected from the Company’s initial investment in loans if those differences are attributable, at least in part, to a deterioration in credit quality.
Allocated component
The allocated component relates to loans that are classified as impaired. A loan is considered impaired when, based on current information and events, it is probable that the Bank will be unable to collect the scheduled payments of principal or interest when due according to the contractual terms of the loan agreement. Factors considered by management in determining impairment include payment status, collateral value, and the probability of collecting scheduled principal and interest payments when due.
Impairment is measured on a loan-by-loanloan by loan basis for commercial, commercial real estate and construction loans by either the present value of expected future cash flows discounted at the loan’sloan's effective interest rate or the fair value of the collateral if the loan is collateral dependent. An allowance is established when the discounted cash flows (or collateral value) of the impaired loan is lower than the carrying value of that loan. Residential and consumer loans are evaluated for impairment if payments are 90 days or more delinquent. Updated property evaluations are obtained at the time of impairment and serve as the basis for the loss allocation if foreclosure is probable or the loan is collateral dependent.
A loan is considered impaired when, based on current information and events, it is probable that the Company will be unable to collect the scheduled payments of principal or interest when due according to the contractual terms of the loan agreement. Loans that experience insignificant payment delayswhich are placed on non-accrual status, or deemed troubled debt restructures, are considered impaired by the Company and payment shortfalls generallysubject

67


to impairment testing for possible partial or full charge-off when loss can be reasonably determined. Generally, when all contractual payments on a loan are not classifiedexpected to be collected, or the loan has failed to make contractual payments for a period of 90 days or more, a loan is placed on non-accrual status. In accordance with the Company's loan policy, losses on open and closed end consumer loans are recognized within a period of 120 days past due. For commercial loans, there is no threshold in terms of days past due for losses to be recognized as impaired. Management determines the significance of payment delays and payment shortfalls on a case-by-case basis, taking into consideration allresult of the circumstances surrounding the loancomplexity in reasonably determining losses within a set time frame. Factors considered by management in determining impairment include payment status, collateral value and the borrower, including the lengthprobability of the delay, the reasons for the delay, the borrower’s prior payment record, and the amount of the shortfall in relation to thecollecting scheduled principal and interest owed.payments when due.
When a loan is determined to be impaired, the Company makes a determination if the repayment of the obligation is collateral dependent. As a majority of impaired loans are collateralized by real estate, appraisals on the underlying value of the property securing the obligation are utilized in determining the specific impairment amount that is allocated to the loan as a component of the allowance calculation. If the loan is collateral dependent, an updated appraisal is obtained within a short period of time from the date the loan is determined to be impaired; typically no longer than 30 days for a residential property and 90 days for a commercial real estate property. The appraisal and the appraised value are reviewed for adequacy and then further discounted for estimated disposition costs and the period of time until resolution, in order to determine the impairment amount. The Company updates the appraised value at least annually and on a more frequent basis if current market factors indicate a potential change in valuation.
The majority of the Company’s loans are collateralized by real estate located in central and eastern Connecticut and western Massachusetts in addition to a portion of the commercial real estate loan portfolio located in the Northeast region of the United States. Accordingly, the collateral value of a substantial portion of the Company’s loan portfolio and real estate acquired through foreclosure is susceptible to changes in market conditions in these areas.
Unallocated component
An unallocated component is maintained to cover uncertainties that could affect management’s estimate of probable losses. 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. The unallocated portion of the allowance for loan loss at December 31, 20152017 amounted to $794,000$1.7 million, an increase of $683,000$289,000 compared to December 31, 2014.2016.
See Note 7, “Loans Receivable and Allowance for Loan Losses” in the Notes to the Consolidated Financial Statements contained elsewhere in this report for a table providing the activity in the Company’s allowance for loan losses for the years ended December 31, 20152017 and 2014,2016, by loan segment.

62
68


Schedule of Allowance for Loan Losses
The following table sets forth activity in the allowance for loan losses for the years indicated:
At or For the Years Ended December 31,At or For the Years Ended December 31,
2015 2014 2013 2012 20112017 2016 2015 2014 2013
(Dollars in thousands)(Dollars in thousands)
Balance at beginning of year$24,809
 $19,183
 $18,477
 $16,025
 $14,312
$42,798
 $33,887
 $24,809
 $19,183
 $18,477
Provision for loan losses13,005
 9,496
 2,046
 3,587
 3,021
9,396
 13,437
 13,005
 9,496
 2,046
Charge-offs:                  
Real estate(2,655) (2,644) (1,206) (1,174) (1,071)
Owner-occupied CRE(103) (169) (181) 
 
Investor CRE(735) (1,207) (837) (750) (111)
Construction(507) 
 (466) 
 (250)
Commercial business loans(2,513) (1,406) (190) (132) (480)(1,984) (1,018) (2,513) (1,406) (190)
Installment and collateral loans(324) (139) (124) (48) (37)
Residential real estate(736) (1,043) (744) (1,557) (514)
Home equity(779) (742) (427) (337) (331)
Other consumer(1,840) (1,710) (324) (139) (124)
Total charge-offs(5,492) (4,189) (1,520) (1,354) (1,588)(6,684) (5,889) (5,492) (4,189) (1,520)
Recoveries:                  
Real estate623
 175
 137
 150
 261
Owner-occupied CRE32
 56
 
 
 
Investor CRE159
 411
 342
 
 
Construction
 3
 
 
 
Commercial business loans839
 97
 18
 52
 6
874
 557
 839
 97
 18
Installment and collateral loans103
 47
 25
 17
 13
Residential real estate148
 74
 279
 175
 137
Home equity94
 113
 2
 
 
Other consumer282
 149
 103
 47
 25
Total recoveries1,565
 319
 180
 219
 280
1,589
 1,363
 1,565
 319
 180
Net charge-offs(3,927) (3,870) (1,340) (1,135) (1,308)(5,095) (4,526) (3,927) (3,870) (1,340)
Balance at end of year$33,887
 $24,809
 $19,183
 $18,477
 $16,025
$47,099
 $42,798
 $33,887
 $24,809
 $19,183
Ratios:                  
Allowance for loan losses to non-performing loans at end of year89.64% 76.67% 140.50% 115.08% 127.08%148.76% 125.64% 89.64% 76.67% 140.50%
Allowance for loan losses to total loans outstanding at end of year0.73% 0.64% 1.12% 1.15% 1.09%0.88% 0.87% 0.73% 0.64% 1.12%
Net charge-offs to average loans outstanding0.10% 0.12% 0.08% 0.07% 0.09%0.10% 0.10% 0.10% 0.12% 0.08%
The allowance for loan losses at December 31, 20152017 increased $9.1$4.3 million to $33.9$47.1 million as compared to the December 31, 20142016 year-end balance of $24.8$42.8 million. The Company provided $13.0$9.4 million of allowance for loan loss provisions in 2015.2017. The Company recorded total loan charge-offs of $5.5$6.7 million and recorded $1.6 million of loan recoveries from previously charged-off loans. Net charge-offs for 20152017 were $3.9$5.1 million, an increase of $57,000$569,000 as compared to 20142016 net charge-offs. A comprehensive post-merger review of the acquired portfolio continues and hence the slightly higher level of charge off during the year. The Bank continues to ensure consistent application of risk ratings across the entire portfolio. Management believes the allowance for loan losses at December 31, 20152017 is sufficient to provide for probable losses inherent within the loan portfolio.
At December 31, 2015,2017, the allowance for loan losses was 0.73%0.88% of the total loan portfolio and 89.64%148.76% of total non-performing loans. This compares to an allowance of 0.64%0.87% of total loans and 76.67%125.64% of total non-performing loans at December 31, 2014.2016. The increase in the ratio from December 31, 20142016 primarily reflects the increase in the covered loan portfolio due to the movement of loans from the acquired portfolio to the covered portfolio.portfolio, including a reserve established for purchased loans which have demonstrated deterioration since acquisition. The portfolio purchases have no corresponding carryover of the allowance for loan losses.

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Allocation of Allowance for Loan Losses: The following table sets forth the allowance for loan losses allocated by loan category, the percent of allowance in each category to total allowance, and the percent of loans in each category to total loans at the dates indicated. The allowance for loan losses allocated to each category is not necessarily indicative of future losses in any particular category and does not restrict the use of the allowance to absorb losses in other categories.
At December 31,At December 31,
2015 2014 20132017 2016 2015
Allowance
for Loan
Losses
 
% of
Allowance
for Loan
Losses
 
% of Loans
in Category
of Total
Loans
 
Allowance
for Loan
Losses
 
% of
Allowance
for Loan
Losses
 
% of Loans
in Category
of Total
Loans
 
Allowance
for Loan
Losses
 
% of
Allowance
for Loan
Losses
 
% of Loans
in Category
of Total
Loans
Allowance
for Loan
Losses
 
% of
Allowance
for Loan
Losses
 
% of Loans
in Category
of Total
Loans
 
Allowance
for Loan
Losses
 
% of
Allowance
for Loan
Losses
 
% of Loans
in Category
of Total
Loans
 
Allowance
for Loan
Losses
 
% of
Allowance
for Loan
Losses
 
% of Loans
in Category
of Total
Loans
(Dollars in thousands)(Dollars in thousands)
Real Estate:                 
Residential$10,192
 30.1% 34.9% $7,927
 32.0% 36.3% $6,396
 33.3% 37.0%
Commercial15,033
 44.4
 43.2
 9,418
 38.0
 43.1
 8,288
 43.2
 45.3
Owner-occupied CRE$3,754
 8.0% 8.3% $3,765
 8.8% 8.5% $2,174
 6.4% 7.0%
Investor CRE15,916
 33.8
 34.7
 14,869
 34.7
 34.8
 12,859
 37.9
 36.3
Construction1,895
 5.6
 3.7
 1,470
 5.9
 4.8
 829
 4.3
 3.1
1,601
 3.4
 2.3
 1,913
 4.5
 3.1
 1,895
 5.6
 3.7
Commercial business5,827
 17.2
 13.1
 5,808
 23.4
 15.7
 3,394
 17.7
 14.5
10,608
 22.5
 15.7
 8,730
 20.4
 14.8
 5,827
 17.2
 13.1
Installment and collateral146
 0.4
 5.1
 75
 0.3
 0.1
 29
 0.2
 0.1
Residential real estate7,694
 16.3
 22.6
 7,854
 18.4
 23.6
 7,801
 23.0
 25.6
Home equity3,258
 6.9
 10.9
 2,858
 6.7
 11.0
 2,391
 7.1
 9.3
Other consumer2,523
 5.4
 5.5
 1,353
 3.2
 4.2
 146
 0.4
 5.0
Unallocated allowance794
 2.3
 
 111
 0.4
 
 247
 1.3
 
1,745
 3.7
 
 1,456
 3.3
 
 794
 2.4
 
Total allowance for loan losses$33,887
 100.0% 100.0% $24,809
 100.0% 100.0% $19,183
 100.0% 100.0%$47,099
 100.0% 100.0% $42,798
 100.0% 100.0% $33,887
 100.0% 100.0%
 
At December 31,At December 31,
2012 20112014 2013
Allowance
for Loan
Losses
 
% of
Allowance
for Loan
Losses
 
% of Loans
in Category
of Total
Loans
 
Allowance
for Loan
Losses
 
% of
Allowance
for Loan
Losses
 
% of Loans
in Category
of Total
Loans
Allowance
for Loan
Losses
 
% of
Allowance
for Loan
Losses
 
% of Loans
in Category
of Total
Loans
 
Allowance
for Loan
Losses
 
% of
Allowance
for Loan
Losses
 
% of Loans
in Category
of Total
Loans
(Dollars in thousands)(Dollars in thousands)
Real Estate:           
Residential$6,194
 33.5% 42.6% $5,071
 31.6% 46.2%
Commercial8,051
 43.6
 43.4
 6,694
 41.8
 40.3
Owner-occupied CRE$1,281
 5.2% 10.3% $917
 4.8% 5.0%
Investor CRE8,137
 32.8
 32.8
 7,371
 38.4
 40.3
Construction807
 4.4
 3.1
 1,286
 8.0
 3.4
1,470
 5.9
 4.8
 829
 4.3
 3.1
Commercial business2,916
 15.8
 10.7
 2,515
 15.7
 9.8
5,808
 23.4
 15.7
 3,394
 17.7
 14.5
Installment and collateral29
 0.2
 0.2
 49
 0.3
 0.3
Residential real estate5,998
 24.2
 27.6
 4,571
 23.8
 27.8
Home equity1,929
 7.8
 8.7
 1,825
 9.5
 9.2
Other consumer75
 0.3
 0.1
 29
 0.2
 0.1
Unallocated allowance480
 2.5
 
 410
 2.6
 
111
 0.4
 
 247
 1.3
 
Total allowance for loan losses$18,477
 100.0% 100.0% $16,025
 100.0% 100.0%$24,809
 100.0% 100.0% $19,183
 100.0% 100.0%
The level of allowance for loan loss assigned to each loan category reflects management’s evaluation at December 31, 20152017 of credit risks, loss experience, present economic conditions, unidentified losses and other factors that may be inherent in the loan portfolio.
Sources of Funds

The primary source of the Company’s cash flows, for use in lending and meeting its general operational needs, is deposits. Additional sources of funds are from FHLBB advances, reverse repurchase agreements, federal funds lines, loan and mortgage-backed securities repayments, securities sales proceeds and maturities, subordinated debt and earnings. While scheduled loan and securities repayments are a relatively stable source of funds, loan and investment security prepayments and deposit inflows are influenced by prevailing interest rates and local economic conditions and are inherently uncertain.
Deposits
The Company offers a wide variety of deposit products to consumer, business and municipal customers. Deposit customers can access their accounts in a variety of ways including branch banking, ATM’s, online banking, mobile banking and telephone banking. Effective advertising, direct mail, well-designed product offerings, customer service and competitive pricing policies

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70


have been successful in attracting and retaining deposits. A key strategic objective is to grow the base of checking customers by retaining existing relationships while attracting new customers.
Deposits provide an important source of funding for the BankCompany as well as an ongoing stream of fee revenue. The Company attempts to control the flow of funds in its deposit accounts according to its need for funds and the cost of alternative sources of funding. A Retail Pricing CommitteeRPC meets weekly and a Management ALCO Committee meets monthly, to determine pricing and marketing initiatives. Actions of these committees influence the flow of funds primarily by the pricing of deposits, which is affected to a large extent by competitive factors in its market area and asset/liability management strategies.
Total deposits amounted to $4.44$5.20 billion at December 31, 2015, up $401.82017, an increase of $487.0 million from December 31, 2014.2016. Core deposits increased $231.6$454.8 million, or 9.3%15.4%, from prior year end reflecting the Company’s continued strategy to increase core deposits while continuing to build core relationships. This strategy included promoting commercial deposit and cash management deposit products, and competitive rate shorter term deposits and money market accounts in response to the competition within our marketplace.
The BankCompany has relationships with brokered sweetsweep deposit providers by which funds are deposited by the counterparties at the Bank’sCompany’s request. Amounts outstanding under these agreements are reported as interest-bearing deposits and totaled $123.1$389.1 million at December 31, 2015,2017, an increase of $11.3$21.7 million from December 31, 2014.2016.
Time deposits included brokered certificates of deposit of $392.0$259.1 million and $241.9$215.7 million at December 31, 20152017 and 2014,2016, respectively. The Company utilizes out-of-market brokered time deposits as part of its overall funding program along with other sources. Excluding out-of-market brokered certificates of deposits, in-market time deposits totaled $1.36$1.54 billion at December 31, 2015.2017.
The following table presents information concerning average balances and weighted average interest rates on the Company’s deposits accounts for the years indicated:
At December 31,At December 31,
2015 2014 20132017 2016 2015
Average Balance % of Total Average Deposits Weighted Average Rate Average Balance % of Total Average Deposits Weighted Average Rate Average Balance % of Total Average Deposits Weighted Average RateAverage Balance % of Total Average Deposits Weighted Average Rate Average Balance % of Total Average Deposits Weighted Average Rate Average Balance % of Total Average Deposits Weighted Average Rate
(Dollars in thousands)                 
(Dollars in thousands)
Non-interest-bearing:                                  
Demand accounts$605,112
 14.46% 0.00% $503,398
 15.49% 0.00% $238,803
 14.91% 0.00%$695,713
 14.03% 0.00% $657,842
 14.47% 0.00% $605,112
 14.46% 0.00%
Interest-bearing:                                  
NOW accounts315,217
 7.54
 0.13
 236,935
 7.29
 0.15
 158,804
 9.91
 0.14
609,714
 12.30
 0.58
 408,955
 9.00
 0.19
 315,217
 7.54
 0.13
Regular savings529,659
 12.66
 0.06
 418,091
 12.86
 0.10
 225,379
 14.07
 0.06
529,006
 10.67
 0.06
 527,544
 11.60
 0.06
 529,659
 12.66
 0.06
Money market accounts1,155,242
 27.62
 0.59
 872,690
 26.85
 0.34
 437,776
 27.33
 0.35
1,392,432
 28.08
 0.70
 1,146,227
 25.21
 0.50
 1,155,242
 27.62
 0.59
Time deposits1,577,739
 37.72
 0.88
 1,218,782
 37.51
 0.81
 541,148
 33.78
 1.12
1,731,434
 34.92
 1.15
 1,805,623
 39.72
 1.04
 1,577,739
 37.72
 0.88
Total interest-bearing deposits3,577,857
 85.54
 0.60% 2,746,498
 84.51
 0.49% 1,363,107
 85.09
 0.59%4,262,586
 85.97
 0.79% 3,888,349
 85.53
 0.66% 3,577,857
 85.54
 0.60%
Total average deposits$4,182,969
 100.00%   $3,249,896
 100.00%   $1,601,910
 100.00%  $4,958,299
 100.00%   $4,546,191
 100.00%   $4,182,969
 100.00%  
Time Deposit Maturities of $250,000 or More
As of December 31, 2015,2017, the aggregate amount of outstanding time deposits in amounts greater than or equal to $250,000 was $253.7$529.1 million. The following table sets forth the maturity of those time deposits as of December 31, 2015:2017:
 
At December 31, 2015At December 31, 2017
(In thousands)(In thousands)
Three months or less$59,999
$100,029
Over three months through six months36,012
114,476
Over six months through one year44,877
107,996
Over one year through three years88,041
196,669
Over three years24,780
9,908
Total$253,709
$529,078

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Borrowings
The Company also uses various types of short-term and long-term borrowings in meeting funding needs. While customer deposits remain the primary source for funding loan originations, management uses short-term and long-term borrowings as a supplementary funding source for loan growth and other liquidity needs when the cost of these funds are favorable compared to alternative funding, including deposits.
The following table presents borrowings by category as of the dates indicated:
At December 31,    At December 31,    
2015 2014 $ Change % Change2017 2016 $ Change % Change
(Dollars in thousands)(Dollars in thousands)
FHLBB advances (1)$949,003
 $580,973
 $368,030
 63.3 %$1,046,458
 $1,046,712
 $(254)  %
Subordinated debt (2)79,489
 79,288
 201
 0.3
79,956
 79,716
 240
 0.3
Wholesale repurchase agreements45,000
 69,242
 (24,242) (35.0)20,000
 20,000
��
 
Customer repurchase agreements19,278
 41,335
 (22,057) (53.4)14,591
 18,897
 (4,306) (22.8)
Other6,250
 6,476
 (226) (3.5)4,049
 4,294
 (245) (5.7)
Total borrowings$1,099,020
 $777,314
 $321,706
 41.4 %$1,165,054
 $1,169,619
 $(4,565) (0.4)%

(1)FHLBB advances include $3.5 million$504,000 and $5.4$1.7 million of purchase accounting discounts at December 31, 20152017 and 2014,2016, respectively.
(2)Subordinated debt includes $7.7 million of acquired junior subordinated debt, net of mark to market discounts of $2.1$1.9 million and $2.2$2.0 million, and $75.0 million of Subordinated Notes, net of associated deferred costs of $1.1 million$853,000 and $1.2$980,000 million at December 31, 20152017 and 2014,2016, respectively.
United Bank is a member of the Federal Home Loan Bank System, which consists of twelve district Federal Home Loan Banks, each subject to the supervision and regulation of the Federal Housing Finance Agency. Members are required to own capital stock in the FHLBB in order for the Bank to access advances and borrowings which are collateralized by certain home mortgages or securities of the U.S. Government and its agencies. The capital stock investment is restricted in that there is no market for it, and it can only be redeemed by the FHLBB.
Total FHLBB advances increased $369.9 million$980,000 to $945.5 million$1.05 billion at December 31, 2015,2017, exclusive of the purchase accounting mark adjustment on the advances, compared to $575.6 million$1.04 billion at December 31, 2014.2016. This increase is a result of greater utilization of FHLBB advances, combined with the growth in core deposits, which assisted the Company in funding loan portfolio growth and in meeting other liquidity needs while effectively managing interest rate risk. At December 31, 2015, all2017, $921.0 million of the Company’s $1.05 billion outstanding FHLBB advances were at fixed coupons ranging from 0.32%0.99% to 7.15%3.75%, with an average cost of 0.95%1.58%. Additionally, the Company has four advances with the FHLBB totaling $125.0 million that are underlying hedge instruments; the interest is based on the three-month LIBOR and adjust quarterly. The Company also has one Flipper advance with the FHLBB totaling $25.0 million, effective March 18, 2016, that converted to a fixed rate of 1.62% and is callable at the option of the FHLBB on a quarterly basis. FHLBB borrowings represented 15.2%14.7% and 10.5%15.8% of assets at December 31, 20152017 and 2014,2016, respectively.
Borrowings under wholesale purchase agreements totaled $45.0$20.0 million and $69.2 million as ofat December 31, 20152017 and 2014, respectively.2016. The outstanding borrowings consisted of threetwo individual agreements with remaining terms of 3 years or less and a weighted-average cost of 1.51%2.59%. Retail repurchase agreements, which have a term of one day and are backed by the purchasers’ interest in certain U.S. Government or government-sponsored securities, totaled $19.3$14.6 million and $41.3$18.9 million at December 31, 20152017 and 2014,2016, respectively.
Subordinated debentures totaled $79.5$80.0 million and $79.3$79.7 million at December 31, 20152017 and 2014,2016, respectively.

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Advances payable to the FHLBB include short-term advances with maturity dates of one year or less. The following table summarizes certain information concerning short-term FHLBB advances at and for the periods indicated:
For the Years Ended December 31,For the Years Ended December 31,
2015 2014 20132017 2016 2015
(In thousands)(In thousands)
Balance at end of period$445,000
 $362,000
 $110,000
$418,000
 $510,000
 $445,000
Average amount outstanding during the period327,833
 204,750
 82,500
424,333
 465,000
 327,833
Maximum amount outstanding at any month-end445,000
 362,000
 150,000
489,000
 560,000
 445,000
Weighted-average interest rate during the period0.35% 0.23% 0.23%1.20% 0.63% 0.35%
Weighted-average interest rate at end of period0.58% 0.27% 0.21%1.61% 0.79% 0.58%

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Liquidity and Capital Resources
Liquidity is the ability to meet cash needs at all times with available cash or by conversion of other assets to cash at a reasonable price and in a timely manner. The Company maintains liquid assets at levels the Company considers adequate to meet its liquidity needs. The Company adjusts its liquidity levels to fund loan commitments, repay its borrowings, fund deposit outflows, pay escrow obligations on all items in the loan portfolio and to fund operations. The Company also adjusts liquidity as appropriate to meet asset and liability management objectives.
The Company’s primary sources of liquidity are deposits, amortization and prepayment of loans, the sale in the secondary market of loans held for sale, maturities and sales of investment securities and other short-term investments, periodic pay downs of mortgage-backed securities, and earnings and funds provided from operations. While scheduled principal repayments on loans are a relatively predictable source of funds, deposit flows and loan prepayments are greatly influenced by market interest rates, economic conditions and rates offered by our competition. The Company sets the interest rates on our deposits to maintain a desired level of total deposits. In addition, the Company invests excess funds in short-term interest-earning assets, which provide liquidity to meet lending requirements.
A portion of the Company’s liquidity consists of cash and cash equivalents, which are a product of our operating, investing and financing activities. At December 31, 2015, $95.22017, $88.7 million of the Company’s assets were invested in cash and cash equivalents compared to $87.0$90.9 million at December 31, 2014.2016. The Company’s primary sources of cash are principal repayments on loans, proceeds from the calls and maturities of investment securities, increases in deposit accounts, proceeds from residential loan sales and advances from the FHLBB.
Liquidity management is both a daily and longer-term function of business management. If the Company requires funds beyond its ability to generate them internally, borrowing agreements exist with the FHLBB, which provide an additional source of funds. At December 31, 2015,2017, the Company had $945.5 million$1.05 billion in advances from the FHLBB and an additional available borrowing limit of $265.1$457.8 million based on collateral requirements of the FHLBB inclusive of the line of credit. In addition, the BankCompany has relationships with brokered sweep deposit providers with outstanding balances of $123.1$389.1 million at December 31, 2015.2017. Internal policies limit wholesale borrowings to 40% of total assets, or $2.49$2.85 billion, at December 31, 2015.2017. In addition, the Company has uncommitted federal funds lines of credit with sixfour counterparties totaling $137.5$107.5 million at December 31, 2015.2017. No federal funds purchased were outstanding at December 31, 2015.2017.
The Company has established access to the Federal Reserve Bank of Boston’s discount window through a borrower in custody agreement. As of December 31, 2015,2017, the BankCompany had pledged 2726 commercial loans, with outstanding balances totaling $185.0$195.0 million. Based on the amount of pledged collateral, the BankCompany had available liquidity of $144.0$141.0 million.
At December 31, 2015,2017, the Company had outstanding commitments to originate loans of $219.4$110.7 million and unfunded commitments under construction loans, lines of credit, stand-by letters of credit and unused checking overdraft lines of credit of $743.5$993.5 million. At December 31, 2015,2017, time deposits scheduled to mature in less than one year totaled $1.06$1.23 billion. Based on prior experience, management believes that a significant portion of such deposits will remain with the Company, although there can be no assurance that this will be the case. In the event a significant portion of its deposits are not retained by the Company, it will have to utilize other funding sources, such as FHLBB advances in order to maintain its level of assets. Alternatively, we would reduce our level of liquid assets, such as our cash and cash equivalents in order to meet funding needs. In addition, the cost of such deposits may be significantly higher if market interest rates are higher or there is an increased amount of competition for deposits in our market area at the time of renewal.

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The main sources of liquidity at the parent company level are dividends from United Bank and proceeds received from the Company’s issuance of $75.0 million of Subordinated Notes in September 2014. During 2015 and 2014,In 2017, the Bank paid $30.9$24.0 million and $13.3 million, respectively, to the Company in dividends. In 2016, there were no dividends from the Bank to the Company. The main uses of liquidity are payments of dividends to common stockholders, repurchaserepurchases of United Financial’s common stock and corporate operating expenses. There are certain restrictions on the payment of dividends by the Bank as discussed in the Supervision and Regulation section of “Item 1 - Business” found elsewhere in this report. See Note 18,17, “Regulatory Matters” for further information on dividend restrictions.
The Company and the Bank are subject to various regulatory capital requirements. As of December 31, 2015,2017, the Bank is categorized as “well-capitalized” under the regulatory framework for prompt corrective action. See Note 18,17, “Regulatory Matters” in the Notes to the Consolidated Financial Statements contained elsewhere in this report for discussion of capital requirements.
The liquidity position of the Company is continuously monitored and adjustments are made to balance between sources and uses of funds as deemed appropriate. Management is not aware of any events that are reasonably likely to have a material adverse effect on the Company’s liquidity, capital resources or operations. In addition, management is not aware of any regulatory recommendations regarding liquidity, which if implemented would have a material adverse effect on the Company. The Company

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has a detailed liquidity contingency plan which is designed to respond to liquidity concerns in a prompt and comprehensive manner. It is designed to provide early detection of potential problems and details specific actions required to address liquidity stress scenarios.
Contractual Obligations and Commercial Commitments
Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any terms or covenants established in the contract and generally have fixed expiration dates or other termination clauses.
The following tables present information indicating various contractual obligations and commitments made by the Company as of December 31, 20152017 and the respective payment dates:
Contractual ObligationsContractual Obligations
Total 
One Year
or Less
 
More than
One Year
Through
Three Years
 
More than
Three Years
Through
Five Years
 
Over Five
Years
Total 
One Year
or Less
 
More than
One Year
Through
Three Years
 
More than
Three Years
Through
Five Years
 
Over Five
Years
(In thousands)(In thousands)
Federal Home Loan Bank advances (1)$945,505
 $637,580
 $271,795
 $31,458
 $4,672
$1,045,954
 $929,274
 $83,000
 $3,047
 $30,633
Interest expense payable on Federal Home Loan Bank advances14,095
 1,324
 9,623
 2,239
 909
16,343
 14,452
 1,509
 76
 306
Leases (2)44,990
 5,145
 9,318
 8,481
 22,046
67,184
 5,189
 12,040
 11,660
 38,295
Subordinated Notes (3)82,732
 
 
 
 82,732
82,732
 
 
 
 82,732
Interest expense payable on Subordinated Notes41,478
 4,498
 8,995
 8,996
 18,989
34,019
 4,582
 9,165
 9,164
 11,108
Core service provider (4)12,445
 4,659
 7,786
 
 
3,127
 3,127
 
 
 
Other (5)1,544
 128
 279
 302
 835
1,690
 141
 312
 322
 915
Total Contractual Obligations$1,142,789
 $653,334
 $307,796
 $51,476
 $130,183
$1,251,049
 $956,765
 $106,026
 $24,269
 $163,989
 
(1)Secured under a blanket security agreement on qualifying assets, principally, mortgage loans.
(2)Represents non-cancelable capital and operating leases for offices and office equipment.
(3)Consists of $7.7 million of acquired junior subordinated debt maturing March 2036 and $75.0 million in Subordinated Notes due October 20242024.
(4)Payments to the core service provider under the existing contract are primarily based on the volume of accounts served or the transactions processed. The expected payments shown in this table are based on an estimate of our current number of accounts to be served or transactions to be processed, but do not include any projection of the effect of pricing or volume changes. The current contract is in place until August 2018, and the Company is currently in the process of extending the agreement for an additional five years.
(5)Consists of estimated benefit payments over the next ten years under unfunded nonqualified pension plans.

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The following tables present information indicating various commercial commitments made by the Company as of December 31, 20152017 and the respective payment dates:

Other CommitmentsOther Commitments
Total 
One Year
or Less
 
More than
One Year
Through
Three Years
 
More than
Three Years
Through
Five Years
 
Over Five
Years
Total 
One Year
or Less
 
More than
One Year
Through
Three Years
 
More than
Three Years
Through
Five Years
 
Over Five
Years
(In thousands)(In thousands)
Real estate loan commitments(1)$182,849
 $182,849
 $
 $
 $
$77,736
 $77,736
 $
 $
 $
Commercial business loan commitments(1)36,558
 36,558
 
 
 
32,928
 32,928
 
 
 
Undisbursed commercial lines of credit302,700
 97,784
 30,832
 37,352
 136,732
412,547
 191,478
 75,471
 6,546
 139,052
Undisbursed home equity lines of credit(2)320,140
 5,396
 20,943
 31,630
 262,171
412,484
 105
 15,974
 27,121
 369,284
Undisbursed construction loans103,140
 30,008
 27,876
 3,500
 41,756
136,149
 17,315
 54,923
 4,736
 59,175
Standby letters of credit9,477
 7,498
 1,666
 133
 180
14,680
 10,222
 4,458
 
 
Unused checking overdraft lines of credit(3)1,293
 
 
 
 1,293
1,544
 
 
 
 1,544
Unused credit card lines6,725
 6,725
 
 
 
16,084
 16,084
 
 
 
Total Other Commitments$962,882
 $366,818

$81,317

$72,615

$442,132
$1,104,152
 $345,868

$150,826

$38,403

$569,055
 
General: Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract and generally have fixed expiration dates or other termination clauses.
(1)Commitments for loans are extended to customers for up to 180 days after which they expire.
(2)Unused portions of home equity lines of credit are available to the borrower for up to 10 years.
(3)Unused portion of checking overdraft lines of credit are available to customers in “good standing”.
Other Off-Balance Sheet Commitments
The Company invests in partnerships, including low income housing tax credit, new markets housing tax credit and alternative energy tax credit partnerships. The net carrying balance of these investments totaled $21.4$38.2 million at December 31, 20152017 and is included in other assets inon the consolidated statementConsolidated Statement of condition.Condition. At December 31, 2015,2017, the Company was contractually committed under these limited partnership agreements to make additional capital contributions of approximately $6.3$12.2 million, which constitutes our maximum potential obligation to these partnerships.
Recently Issued Accounting Pronouncements
See Note 2, “Recent Accounting Pronouncements” to the Notes to the Consolidated Financial Statements for details of recently issued accounting pronouncements and their expected impact on the Company’s Consolidated Financial Statements.
Item 7A.     Quantitative and Qualitative Disclosures about Market Risk
Management of Market and Interest Rate Risk
General:    The majority of our assets and liabilities are monetary in nature. Consequently, our most significant form of market risk is interest rate risk. Our assets, consisting primarily of mortgage loans, in general have longer contractual maturities than our liabilities, consisting primarily of deposits. As a result, a principal part of our business strategy is to manage interest rate risk and reduce the exposure of our net interest income to changes in market interest rates. Accordingly, our Board of Directors has established a Board Risk Committee which is responsible for evaluating the interest rate risk inherent in our assets and liabilities, for determining the level of risk that is appropriate given our business strategy, operating environment, capital, liquidity and performance objectives, and for managing this risk consistent with the guidelines approved by the Board of Directors. Management monitors the level of interest rate risk on a regular basis and the Board Risk Committee meets at least quarterly to review our asset/liability policies and interest rate risk position.
We have sought to manage our interest rate risk in order to minimize the exposure of our earnings and capital to changes in interest rates. During the low interest rate environment that has existed in recent years, we have implemented the following strategies to manage our interest rate risk: (i) emphasizing adjustable rate loans including, adjustable rate one-to-four family, commercial and consumer loans, (ii) selling longer-term one-to-four family fixed rate mortgage loans in the secondary market, (iii) reducing and shortening the expected average life of the investment portfolio, (iv) a forward starting hedge strategy for future dated wholesale

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funding and (v) a loan level hedging program. These measures should serve to reduce the volatility of our future net interest income in different interest rate environments.
Quantitative Analysis:
Income Simulation:     Simulation analysis is used to estimate our interest rate risk exposure at a particular point in time. The Company models a static balance sheet when measuring interest rate risk, in which a stable balance sheet (both size and mix) is projected throughout the modeling horizon. Under a static approach both the size and mix of the balance sheet remains constant, with maturing loan and deposit balances replaced as “new volumes” within the same loan and deposit category, repricing at the respective scenario’s market rate. This adoption was made in a continued effort to align with regulatory best practices and to highlight the current level of risk in the Company’s positions without the effects of growth assumptions. We utilize the income simulation method to analyze our interest rate sensitivity position to manage the risk associated with interest rate movements. At least quarterly, our Risk Committee of the Board of Directors reviews the potential effect changes in interest rates could have on the repayment or repricing of rate sensitive assets and funding requirements of rate sensitive liabilities. Our most recent simulation uses projected repricing of assets and liabilities at December 31, 20152017 and 2016 on the basis of contractual maturities, anticipated repayments and scheduled rate adjustments. Prepayment rate assumptions as well as deposit characterization assumptions can have a significant impact on interest income simulation results. Because of the large percentage of loans and mortgage-backed assets we hold, rising or falling interest rates may have a significant impact on the actual prepayment speeds of our mortgage related assets that may in turn effect our interest rate sensitivity position. When interest rates rise, prepayment speeds slow and the average expected life of our assets would tend to lengthen more than the expected average life of our liabilities and therefore would most likely result in a decrease to our asset sensitive position. As a measure of potential market risk arising from a parallel shock of magnitude to the Company’s net interest income, Management includes a 300 basis point parallel increase in rates in the quarterly simulation results. In order to observe the impact of a slower and gradual rate increase over the 12-month period, Management includes a 150 basis point ramp simulation, which assumes that interest rates increase by 25 basis points every other month. To highlight the net interest income of a falling rate environment, Management includes a 50 basis point parallel decrease in rates.
Percentage Increase (Decrease)
in Estimated
Net Interest Income Over
12  Months
300 basis point increase in rates3.10 %
50 basis point decrease in rates(4.42)%
 December 31, 2017 December 31, 2016
 
Percentage Increase (Decrease)
in Estimated
Net Interest Income Over
12  Months
 
Percentage Increase (Decrease)
in Estimated
Net Interest Income Over
12  Months
300 basis point increase in rates(0.01)% 1.88 %
150 basis point ramp in rates5.06 % 6.23 %
50 basis point decrease in rates(4.09)% (4.92)%
United Bank’sThe Company’s Asset/Liability policy currently limits projected changes in net interest income based on a matrix of projected total risk-based capital relative to the interest rate change for each twelve month period measured compared to the flat rate scenario. As a result, the higher a level of projected risk-based capital, the higher the limit of projected net interest income volatility the Company will accept. As the level of projected risk-based capital is reduced, the policy requires that net interest income volatility also is reduced, making the limit dynamic relative to the capital level needed to support it. These policy limits are re-evaluated on a periodic basis (not less than annually) and may be modified, as appropriate. Because of the liability-sensitivity of our balance sheet, income is projected to decrease if interest rates rise. Also included in the decreasing rate scenario is the assumption that further declines are reflective of a deeper recession as well as narrower credit spreads from Federal Open Market Committee actions. At December 31, 2015,2017, income at risk (i.e., the change in net interest income) increased 3.10%decreased 0.01% and decreased 4.42%4.09% based on a 300 basis point average increase or a 50 basis point average decrease, respectively. When considering the impact of the 150 basis point ramp simulation, income at risk increased 5.06% over the 12-month simulation horizon. Because of the asset-sensitivity of our balance sheet, income is projected to increase if rates rise on a slow and gradual basis as anticipated by recent FOMC minutes. While we believe the assumptions used are reasonable, there can be no assurance that assumed prepayment rates will approximate actual future mortgage-backed security and loan repayment activity.

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Item 8.     Financial Statements and Supplementary Data
UNITED FINANCIAL BANCORP, INC.
CONSOLIDATED FINANCIAL STATEMENTS
TABLE OF CONTENTS
 
  
 
Page
No.
CONSOLIDATED FINANCIAL STATEMENTS: 

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REPORT OF MANAGEMENT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

The management of United Financial Bancorp, Inc. (the “Company”) is responsible for establishing and maintaining adequate internal control over financial reporting.
The 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 accounting principles generally accepted in the United States of America. The Company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with accounting principles generally accepted in the United States of America, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and Directors of the Company; and (iii) 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.

Management assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, 2015,2017, based on the framework set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control — Integrated Framework (2013). Based on that assessment, management concluded that, as of December 31, 2015,2017, the Company’s internal control over financial reporting is effective based on the criteria established in Internal Control — Integrated Framework (2013).

The effectiveness of the Company’s internal control over financial reporting as of December 31, 20152017 has been audited by Wolf & Company, P.C., an independent registered public accounting firm.

     
/s/ William H.W. Crawford, IV   /s/ Eric R. Newell
   
William H.W. Crawford, IV   Eric R. Newell
Chief Executive Officer & President   Executive Vice President, Chief Financial
    Officer and Treasurer
Date: March 7, 2016February 28, 2018

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
ON INTERNAL CONTROL OVER FINANCIAL REPORTING
To the Board of Directors and Stockholders
of United Financial Bancorp, Inc.

Opinion on Internal Control over Financial Reporting
We have audited United Financial Bancorp, Inc. and subsidiaries’ (the “Company”) internal control over financial reporting as of December 31, 2015,2017, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. UnitedCommission (“COSO”).
In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2017, based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) ("PCAOB"), the Consolidated Financial Bancorp, Inc.’sStatements of the Company and our report dated February 28, 2018 expressed an unqualified opinion.
Basis for Opinion
The Company'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.reporting included in the accompanying Report of Management on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’sCompany's internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States).PCAOB. 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.
Definition and Limitations of Internal Control over Financial Reporting
A company’scompany'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 accounting principles generally accepted in the United States of America.accounting principles. A company’scompany's internal control over financial reporting includes those policies and procedures that (a)(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; (b)(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 (c)(3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’scompany'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, United Financial Bancorp, Inc. and subsidiaries 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.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the December 31, 2015 Consolidated Financial Statements of United Financial Bancorp, Inc. and subsidiaries and our report dated March 7, 2016 expressed an unqualified opinion.
/s/ Wolf & Company, P.C.
Boston, Massachusetts
March 7, 2016February 28, 2018

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79


REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
ON CONSOLIDATED FINANCIAL STATEMENTS
To the Stockholders and the Board of Directors and Stockholders of
United Financial Bancorp, Inc.

Opinion on the Consolidated Financial Statements
We have audited the accompanying Consolidated Statements of Condition of United Financial Bancorp, Inc. and subsidiaries (the “Company”) as of December 31, 20152017 and 2014,2016, and the related Consolidated Statements of Net Income, Comprehensive Income, (Loss), 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 are2017, and the responsibility ofrelated notes (collectively referred to as 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)"consolidated financial statements"). 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 aboveconsolidated financial statements present fairly, in all material respects, the financial position of United Financial Bancorp, Inc. and subsidiariesthe Company as of December 31, 20152017 and 2014,2016, and the results of theirits operations and theirits cash flows for each of the three years in the three-year period ended December 31, 20152017, in conformity with accounting principles generally accepted in the United States of America.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), United Financial Bancorp, Inc. and subsidiaries’the Company’s internal control over financial reporting as of December 31, 2015,2017, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO)(“COSO”) and our report dated March 7, 2016February 28, 2018 expressed an unqualified opinion.
Basis for Opinion
These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the effectivenessCompany's financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of United Financial Inc.the Securities and subsidiaries’ internal control overExchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial reporting.statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.
Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.


/s/ Wolf & Company, P.C.

We have served as the Company's auditor since 2009.
Boston, Massachusetts
March 7, 2016February 28, 2018




74
80


United Financial Bancorp, Inc. and Subsidiaries
Consolidated Statements of Condition
December 31,December 31,
2015 20142017 2016
(In thousands, except share data)(In thousands, except share data)
ASSETS      
Cash and cash equivalents:      
Cash and due from banks$47,602
 $43,416
$56,661
 $47,248
Short-term investments47,574
 43,536
32,007
 43,696
Total cash and cash equivalents95,176
 86,952
88,668
 90,944
Available for sale securities-at fair value1,059,169
 1,053,011
1,050,787
 1,043,411
Held to maturity securities-at amortized cost14,565
 15,368
13,598
 14,038
Loans held for sale10,136
 8,220
114,073
 62,517
Loans receivable (net of allowance for loan losses of $33,887 in 2015 and $24,809 in 2014)4,587,062
 3,877,063
Loans receivable (net of allowance for loan losses of $47,099 in 2017 and $42,798 in 2016)5,307,678
 4,870,552
Federal Home Loan Bank stock, at cost51,196
 31,950
50,194
 53,476
Accrued interest receivable15,740
 14,212
22,332
 18,771
Deferred tax asset-net33,094
 33,833
25,656
 39,962
Premises and equipment-net54,779
 57,665
67,508
 51,757
Goodwill115,281
 115,240
115,281
 115,281
Core deposit intangible7,506
 9,302
4,491
 5,902
Cash surrender value of bank-owned life insurance125,101
 122,622
148,300
 167,823
Other real estate owned755
 2,239
Other assets58,981
 49,132
105,593
 65,086
Total assets$6,228,541
 $5,476,809
$7,114,159
 $6,599,520
      
LIABILITIES AND STOCKHOLDERS’ EQUITY      
Liabilities:      
Deposits:      
Non-interest-bearing$672,008
 $602,359
$778,576
 $708,050
Interest-bearing3,765,063
 3,432,952
4,419,645
 4,003,122
Total deposits4,437,071
 4,035,311
5,198,221
 4,711,172
Mortgagors’ and investors’ escrow accounts13,526
 13,004
7,545
 13,354
Advances from the Federal Home Loan Bank949,003
 580,973
1,046,458
 1,046,712
Other borrowings150,017
 196,341
118,596
 122,907
Accrued expenses and other liabilities53,403
 48,772
50,011
 49,509
Total liabilities5,603,020
 4,874,401
6,420,831
 5,943,654
Commitments and contingencies (notes 7, 8 and 21)
 
Commitments and contingencies (notes 7 and 20)
 
Stockholders’ equity:      
Preferred stock (no par value; 2,000,000 shares authorized; no shares issued)
 

 
Common stock (no par value; 120,000,000 and 60,000,000 shares authorized; 49,941,428 and 49,537,700 shares issued and 49,941,428 and 49,537,700 outstanding at December 31, 2015 and 2014, respectively)519,587
 514,189
Common stock (no par value; 120,000,000 shares authorized; 51,044,752 and 50,786,671 shares issued and outstanding at December 31, 2017 and 2016, respectively)537,576
 531,848
Additional paid-in capital10,722
 16,007
4,713
 7,227
Unearned compensation — ESOP(5,922) (6,150)(5,466) (5,694)
Retained earnings112,013
 84,852
168,345
 137,838
Accumulated other comprehensive loss, net of tax(10,879) (6,490)(11,840) (15,353)
Total stockholders’ equity625,521
 602,408
693,328
 655,866
Total liabilities and stockholders’ equity$6,228,541
 $5,476,809
$7,114,159
 $6,599,520
The accompanying notes are an integral part of these consolidated financial statements.

75
81


United Financial Bancorp, Inc. and Subsidiaries
Consolidated Statements of Net Income
United Financial Bancorp, Inc. and Subsidiaries
Consolidated Statements of Net Income
United Financial Bancorp, Inc. and Subsidiaries
Consolidated Statements of Net Income
Years Ended December 31,Years Ended December 31,
2015 2014 20132017 2016 2015
(In thousands, except share data)(In thousands, except share data)
Interest and dividend income:          
Loans$165,409
 $133,011
 $67,752
$200,734
 $179,819
 $165,409
Securities-taxable interest20,039
 16,367
 6,687
22,550
 19,678
 20,039
Securities-non-taxable interest8,354
 5,113
 2,748
9,679
 8,392
 8,354
Securities-dividends2,363
 1,302
 250
2,902
 3,920
 2,363
Interest-bearing deposits180
 86
 80
389
 343
 180
Total interest and dividend income196,345
 155,879
 77,517
236,254
 212,152
 196,345
Interest expense:          
Deposits21,442
 13,559
 7,992
33,565
 25,576
 21,442
Borrowed funds10,321
 4,448
 2,468
18,447
 15,477
 10,321
Total interest expense31,763
 18,007
 10,460
52,012
 41,053
 31,763
Net interest income164,582
 137,872
 67,057
184,242
 171,099
 164,582
Provision for loan losses13,005
 9,496
 2,046
9,396
 13,437
 13,005
Net interest income after provision for loan losses151,577
 128,376
 65,011
174,846
 157,662
 151,577
Non-interest income:          
Service charges and fees21,040
 13,509
 7,250
24,209
 20,259
 21,040
Income from mortgage banking activities9,552
 3,203
 7,203
5,539
 8,227
 9,552
Bank-owned life insurance income, including gain on death benefit3,616
 3,042
 2,092
Bank-owned life insurance income5,462
 3,394
 3,616
Gain on sales of securities, net939
 1,228
 585
782
 1,961
 939
Net loss on limited partnership investments(3,136) (4,224) 
(3,023) (3,995) (3,136)
Other income (loss)476
 (153) (79)
Other income431
 238
 476
Total non-interest income32,487
 16,605
 17,051
33,400
 30,084
 32,487
Non-interest expense:          
Salaries and employee benefits67,469
 59,332
 36,428
80,061
 75,384
 67,469
Occupancy and equipment15,442
 13,239
 6,679
16,902
 14,986
 15,442
Service bureau fees6,728
 8,179
 3,287
8,098
 7,986
 6,728
Professional fees6,317
 3,662
 2,377
4,305
 3,917
 6,317
Marketing and promotions2,321
 2,296
 476
4,047
 3,049
 2,321
FDIC insurance assessments3,692
 2,553
 1,172
3,076
 3,573
 3,692
Other real estate owned237
 792
 874
Core deposit intangible amortization1,796
 1,283
 
1,411
 1,604
 1,796
Merger related expense1,575
 36,918
 2,141

 
 1,575
FHLBB prepayment penalties
 1,454
 
Other22,618
 16,178
 9,032
23,685
 22,020
 22,855
Total non-interest expense128,195
 144,432
 62,466
141,585
 133,973
 128,195
Income before income taxes55,869
 549
 19,596
66,661
 53,773
 55,869
Provision (benefit) for income taxes6,229
 (6,233) 5,369
Provision for income taxes12,043
 4,112
 6,229
Net income$49,640
 $6,782
 $14,227
$54,618
 $49,661
 $49,640
          
Net income per share:          
Basic$1.01
 $0.16
 $0.55
$1.09
 $1.00
 $1.01
Diluted$1.00
 $0.16
 $0.54
$1.07
 $0.99
 $1.00
          
Weighted-average shares outstanding:          
Basic48,912,807
 42,829,094
 26,061,942
50,283,071
 49,731,149
 48,912,807
Diluted49,385,566
 43,269,517
 26,426,220
50,922,652
 50,089,030
 49,385,566
The accompanying notes are an integral part of these consolidated financial statements.

76
82


United Financial Bancorp, Inc. and Subsidiaries
Consolidated Statements of Comprehensive Income (Loss)
Years Ended December 31,Years Ended December 31,
2015 2014 20132017 2016 2015
(In thousands)(In thousands)
Net income$49,640
 $6,782
 $14,227
$54,618
 $49,661
 $49,640
Other comprehensive income (loss):          
Securities available for sale:          
Unrealized holding gains (losses)(5,912) 13,847
 (15,704)4,731
 (5,063) (5,912)
Reclassification adjustment for gains realized in income (1)(939) (1,228) (585)(782) (1,961) (939)
Net unrealized gains (losses)(6,851) 12,619
 (16,289)3,949
 (7,024) (6,851)
Tax effect - benefit (expense)2,462
 (4,430) 5,701
(1,416) 2,529
 2,462
Net-of-tax amount - securities available for sale(4,389) 8,189
 (10,588)2,533
 (4,495) (4,389)
Interest rate swaps designated as cash flow hedges:          
Unrealized gains (losses)(3,108) (8,385) 7,537
Unrealized losses(313) (1,472) (3,108)
Reclassification adjustment for losses recognized in interest expense (2)12
 
 
1,487
 2,362
 12
Net unrealized gains (losses)(3,096) (8,385) 7,537
1,174
 890
 (3,096)
Tax effect - benefit (expense)1,116
 2,945
 (2,638)(423) (321) 1,116
Net-of-tax amount - interest rate swaps(1,980) (5,440) 4,899
751
 569
 (1,980)
Defined benefit pension plan:     
Pension and Other Post-retirement plans:     
Gains (losses) arising during the period1,574
 (6,460) 5,842
(220) (1,358) 2,106
Reclassification adjustment for losses (gains) recognized in net periodic benefit cost (3)738
 (277) 784
Net gains (losses)2,312
 (6,737) 6,626
Reclassification adjustment for prior service costs recognized in net periodic benefit cost (3)7
 7
 7
Reclassification adjustment for losses recognized in net periodic benefit cost (4)571
 495
 759
Net change in gains (losses) and prior service costs358
 (856) 2,872
Tax effect - benefit (expense)(698) 2,427
 (2,319)(129) 308
 (892)
Net-of-tax amount - pension plan1,614
 (4,310) 4,307
Other post-retirement plans:     
Gains (losses) arising during the period532
 (372) 820
Reclassification adjustment for prior service costs recognized in net periodic benefit cost (4)7
 13
 23
Reclassification adjustment for losses (gains) recognized in net periodic benefit cost (5)21
 (9) 72
Prior service cost arising during the period
 168
 105
Change in gains (losses) and prior service costs560
 (200) 1,020
Tax effect - benefit (expense)(194) 37
 (357)
Net-of-tax amount - post-retirement plans366
 (163) 663
Net-of-tax amount - pension and post-retirement plans1,980
 (4,473) 4,970
Net-of-tax amount - pension and other post-retirement plans229
 (548) 1,980
Total other comprehensive income (loss)(4,389) (1,724) (719)3,513
 (4,474) (4,389)
Comprehensive income (loss)$45,251
 $5,058
 $13,508
Comprehensive income$58,131
 $45,187
 $45,251
 
(1)Amounts are included in net gains fromgain on sales of securities, net in the Consolidated Statements of Net Income. Income tax expense associated with the reclassification adjustment for the years ended December 31, 2017, 2016 and 2015 2014was $282, $707 and 2013 was $338, $442 and $205, respectively.
(2)Amounts are included in interest expense on borrowed funds in the Consolidated Statements of Net Income in interest expense.Income. Income tax benefit associated with the reclassification adjustment for the years ended December 31, 2017, 2016 and 2015 2014was $536, $851 and 2013 was $4, $0 and $0, respectively.
(3)Amounts are included in salaries and employee benefits expense in the Consolidated Statements of Net Income. Income tax expense (benefit)benefit associated with the reclassification adjustment for each of the years ended December 31, 2017, 2016 and 2015 2014 and 2013 was $(266), $100 and $(274), respectively.$3.
(4)Amounts are included in salaries and employee benefits expense in the Consolidated Statements of Net Income. Income tax expensebenefit associated with the reclassification adjustment for the years ended December 31, 2017, 2016 and 2015 2014was $206, $178 and 2013 was $3, $7 and $8, respectively.

77


(5)Amounts are included in salaries and employee benefits in the Consolidated Statements of Net Income. Income tax expense (benefit) associated with the reclassification adjustment for the years ended December 31, 2015, 2014 and 2013 was $(185), $3 and $(25),$451, respectively.
The accompanying notes are an integral part of these consolidated financial statements.

78
83


United Financial Bancorp, Inc. and Subsidiaries
Consolidated Statements of Changes in Stockholders’ Equity
Years Ended December 31, 2015, 2014 and 2013


Common Stock 
Additional
Paid-in
Capital
 
Unearned
Compensation
- ESOP
 
Retained
Earnings
 
Accumulated
Other
Comprehensive
Loss
 Treasury Stock 
Total
Stockholders’
Equity
Common Stock 
Additional
Paid-in
Capital
 
Unearned
Compensation
- ESOP
 
Retained
Earnings
 
Accumulated
Other
Comprehensive
Loss
 
Total
Stockholders’
Equity
Shares Amount Shares Amount Shares Amount 
(In thousands, except share data)(In thousands, except share data)
Balance at December 31, 201229,487,363
 $243,776
 $13,418
 $(8,306) $91,811
 $(4,047) 1,330,466
 $(16,041) $320,611
Comprehensive income
 
 
 
 14,227
 (719) 
 
 13,508
Adoption of MSR fair value accounting
 
 
 
 502
 
 
 
 502
Share-based compensation expense
 
 2,665
 
 
 
 
 
 2,665
ESOP shares released or committed to be released
 
 552
 1,155
 
 
 
 
 1,707
ESOP Forfeiture
 
 357
 
 
 
 
 
 357
Cancellation of shares for tax withholding(24,932) 
 (357) 
 
 
 
 
 (357)
Reissuance of treasury shares for restricted stock grants
 
 (633) 
 (9) 
 (53,834) 642
 
Reissuance of treasury shares for stock options exercised
 
 (259) 
 
 
 (90,411) 1,064
 805
Treasury stock purchased
 
 
 
 
 
 2,301,665
 (30,028) (30,028)
Forfeited unvested restricted stock(6,141) 
 
 
 
 
 
 
 
Tax effects of share-based awards
 
 65
 
 
 
 
 
 65
Dividends declared ($0.40 per common share)
 
 
 
 (10,453) 
 
 
 (10,453)
Balance at December 31, 201329,456,290
 243,776
 15,808
 (7,151) 96,078
 (4,766) 3,487,886
 (44,363) 299,382
Comprehensive income
 
 
 
 6,782
 (1,724) 
 
 5,058
Issuance of common stock for the acquisition of United Financial Bancorp, Inc26,706,401
 356,365
 
 
 
 
 
 
 356,365
Cancellation of treasury shares(3,476,270) (44,226) 
 
 
 
 (3,476,270) 44,226
 
Common stock repurchased(3,507,324) (47,772)             (47,772)
Share-based compensation expense
 
 3,957
 
 
 
 
 
 3,957
ESOP shares released or committed to be released
 
 726
 1,001
 
 
 
 
 1,727
Shares issued for stock options exercised321,058
 4,530
 (2,421) 
 
 
 (11,616) 137
 2,246
Shares issued for restricted stock grants138,482
 1,889
 (1,889) 
 
 
 
 
 
Cancellation of shares for tax withholding(100,937) (373) (994) 
 
 
 
 
 (1,367)
Tax effects of share-based awards
 
 820
 
 
 
 
 
 820
Dividends declared ($0.40 per common share)
 
 
 
 (18,008) 
 
 
 (18,008)
Balance at December 31, 201449,537,700
 514,189
 16,007
 (6,150) 84,852
 (6,490) 
 
 602,408
49,537,700
 $514,189
 $16,007
 $(6,150) $84,852
 $(6,490) $602,408
Comprehensive income
 
 
 
 49,640
 (4,389) 
 
 45,251

 
 
 
 49,640
 (4,389) 45,251
Common stock repurchased(377,700) (5,171) 
 
 
 
 
 
 (5,171)(377,700) (5,171) 
 
 
 
 (5,171)
Share-based compensation expense
 
 1,076
 
 
 
 
 
 1,076

 
 1,076
 
 
 
 1,076
ESOP shares released or committed to be released
 
 71
 228
 
 
 
 
 299

 
 71
 228
 
 
 299
Shares issued for stock options exercised545,148
 7,281
 (2,516) 
 
 
 
 
 4,765
545,148
 7,281
 (2,516) 
 
 
 4,765
Shares issued for restricted stock grants259,845
 3,491
 (3,491) 
 
 
 
 
 
259,845
 3,491
 (3,491) 
 
 
 
Cancellation of shares for tax withholding(22,430) (188) (123) 
 
 
 
 
 (311)(22,430) (188) (123) 
 
 
 (311)
Forfeited unvested restricted stock(1,135) (15) 15
 
 
 
 
Tax effects of share-based awards
 
 (317) 
 
 
 
 
 (317)
 
 (317) 
 
 
 (317)
Forfeited unvested restricted stock(1,135) (15) 15
 
 
 
 
 
 
Dividends declared ($0.46 per common share)
 
 
 
 (22,479) 
 
 
 (22,479)
 
 
 
 (22,479) 
 (22,479)
Balance at December 31, 201549,941,428
 $519,587
 $10,722
 $(5,922) $112,013
 $(10,879) 
 $
 $625,521
49,941,428
 519,587
 10,722
 (5,922) 112,013
 (10,879) 625,521
Comprehensive income
 
 
 
 49,661
 (4,474) 45,187
Share-based compensation expense
 
 2,252
 
 
 
 2,252
ESOP shares released or committed to be released
 
 80
 228
 
 
 308
Shares issued for stock options exercised655,689
 8,958
 (2,683) 
 
 
 6,275
Shares issued for restricted stock grants215,814
 3,368
 (3,368) 
 
 
 
Cancellation of shares for tax withholding(21,446) 
 (327) 
 
 
 (327)
Forfeited unvested restricted stock(4,814) (65) 65
 
 
 
 
Tax effects of share-based awards
 
 486
 
 
 
 486
Dividends declared ($0.48 per common share)
 
 
 
 (23,836) 
 (23,836)
Balance at December 31, 201650,786,671
 531,848
 7,227
 (5,694) 137,838
 (15,353) 655,866
Comprehensive income
 
 
 
 54,618
 3,513
 58,131
Common stock repurchased(80,000) (1,312) 
 
 
 
 (1,312)
Share-based compensation expense
 
 2,699
 
 
 
 2,699
ESOP shares released or committed to be released
 
 172
 228
 
 
 400
Shares issued for stock options exercised240,638
 4,317
 (1,857) 
 
 
 2,460
Shares issued for restricted stock grants155,180
 2,850
 (2,850) 
 
 
 
Shares cancelled for restricted stock forfeitures(9,242) (127) 127
 
 
 
 
Cancellation of shares for tax withholding(48,495) 
 (805) 
 
 
 (805)
Dividends declared ($0.48 per common share)
 
 
 
 (24,111) 
 (24,111)
Balance at December 31, 201751,044,752
 $537,576
 $4,713
 $(5,466) $168,345
 $(11,840) $693,328
 
The accompanying notes are an integral part of these consolidated financial statements.


79
84


United Financial Bancorp, Inc. and Subsidiaries
Consolidated Statements of Cash Flows
United Financial Bancorp, Inc. and Subsidiaries
Consolidated Statements of Cash Flows
United Financial Bancorp, Inc. and Subsidiaries
Consolidated Statements of Cash Flows
Years Ended December 31,Years Ended December 31,
2015 2014 20132017 2016 2015
(In thousands)(In thousands)
Cash flows from operating activities:          
Net income$49,640
 $6,782
 $14,227
$54,618
 $49,661
 $49,640
Adjustments to reconcile net income to net cash provided by operating activities:     
Adjustments to reconcile net income to net cash provided by (used in) operating activities:     
Provision for loan losses9,396
 13,437
 13,005
Amortization of premiums and discounts on investments, net5,041
 2,680
 471
4,066
 5,410
 5,041
Accretion of intangible assets and purchase accounting marks, net(10,835) (10,899) 
Amortization of intangible assets and purchase accounting marks, net1,292
 (1,019) (10,835)
Amortization of subordinated debt issuance costs126
 34
 
126
 126
 126
Share-based compensation expense1,076
 3,957
 2,665
2,699
 2,252
 1,076
ESOP expense299
 1,727
 1,707
400
 308
 299
Loss on extinguishment of debt
 288
 

 1,454
 
Tax effects of share-based awards317
 (820) (65)
 (486) 317
Provision for loan losses13,005
 9,496
 2,046
Net gain from sales of securities(939) (1,228) (585)
Gains on sales of securities, net(782) (1,961) (939)
Loans originated for sale(406,960) (145,124) (144,597)(384,195) (422,183) (406,960)
Proceeds from sales of loans held for sale405,044
 137,326
 149,467
Decrease (increase) in mortgage servicing asset(2,345) (138) 3,051
Loss (gain) on sales of OREO(218) (409) 85
Principal of balance of loan sold332,639
 369,802
 405,044
Increase in mortgage servicing asset(1,629) (3,030) (2,345)
Gain on sales of other real estate owned(409) (121) (218)
Net change in mortgage banking fair value adjustment39
 (356) 439
(1,303) 139
 39
Loss on disposal of equipment191
 1,210
 113
365
 178
 191
Write-downs of other real estate owned118
 213
 287
424
 126
 118
Depreciation and amortization5,340
 3,762
 2,383
Loss on limited partnerships3,136
 4,224
 
Loss (gain) on lease terminations(195) 1,888
 
Deferred income tax expense3,582
 7,361
 410
Depreciation and amortization of premises and equipment5,919
 5,516
 5,340
Net loss on limited partnership investments3,023
 3,995
 3,136
Gain on lease terminations
 
 (195)
Deferred income tax (benefit) expense12,338
 (4,352) 3,582
Increase in cash surrender value of bank-owned life insurance(3,397) (3,042) (2,092)(4,656) (3,324) (3,397)
Income recognized from death benefit on bank-owned life insurance(219) 
 
(806) (70) (219)
Net change in:          
Deferred loan fees and premiums(3,013) (1,603) (1,632)(3,158) (4,618) (3,013)
Accrued interest receivable(1,528) (2,237) (844)(3,561) (3,031) (1,528)
Other assets(16,172) (33,243) (4,340)(14,527) (4,327) (16,172)
Accrued expenses and other liabilities9,637
 8,552
 946
866
 (4,195) 9,637
Net cash provided by (used in) operating activities50,770
 (9,599) 24,142
13,145
 (313) 50,770
Cash flows from investing activities:          
Proceeds from sales of available for sale securities280,564
 511,044
 44,880
315,339
 268,162
 280,564
Proceeds from calls and maturities of available for sale securities16,655
 21,220
 
102,289
 27,076
 16,655
Principal payments on available for sale securities86,128
 61,425
 26,862
76,674
 95,490
 86,128
Principal payments on held to maturity securities774
 783
 2,373
402
 496
 774
Purchases of available for sale securities(398,794) (885,610) (245,609)(501,803) (385,386) (398,794)
Purchases of held to maturity securities
 (2,342) (10,093)
Cash acquired from United Financial Bancorp, Inc.
 25,410
 
Redemption of FHLBB stock
 2,297
 814
Redemption of FHLBB and other restricted stock11,223
 3,392
 
Purchase of FHLBB stock(19,246) (1,860) 
(6,324) (5,672) (19,246)
Proceeds from sale of other real estate owned2,683
 3,869
 4,042
2,569
 2,158
 2,683
Proceeds from portfolio loan sales
 
 70,715
Purchases of loans(348,175) (16,310) (14,142)(259,656) (176,301) (348,175)
Loan originations, net of principal repayments(366,495) (302,918) (170,550)(186,957) (119,817) (366,495)
Purchase of bank-owned life insurance
 
 (4,008)(10,000) (40,000) 
Proceeds from bank-owned life insurance death benefit1,158
 
 
1,892
 689
 1,158
Proceeds from sale of equipment364
 327
 
Surrender of bank-owned life insurance33,075
 
 
Receivable of bank-owned life insurance(26,713) 
 
Proceeds from sales of equipment1,039
 686
 364
Purchases of premises and equipment(3,593) (12,719) (7,108)(23,131) (3,465) (3,593)
Net cash used in investing activities(747,977) (595,384) (301,824)(470,082) (332,492) (747,977)

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85


United Financial Bancorp, Inc. and Subsidiaries
Consolidated Statements of Cash Flows (Concluded)

United Financial Bancorp, Inc. and Subsidiaries
Consolidated Statements of Cash Flows (Concluded)

United Financial Bancorp, Inc. and Subsidiaries
Consolidated Statements of Cash Flows (Concluded)

Years Ended December 31,Years Ended December 31,
2015 2014 20132017 2016 2015
(In thousands)(In thousands)
Cash flows from financing activities:          
Net increase in non-interest-bearing deposits69,649
 2,550
 27,685
70,526
 50,332
 69,649
Net increase in interest-bearing deposits335,320
 357,800
 202,840
417,251
 225,103
 335,320
Net increase (decrease) in mortgagors’ and investors’ escrow accounts522
 4,604
 (434)(5,809) (172) 522
Net increase in short-term FHLBB advances196,200
 275,776
 64,112
Repayments of long-term FHLBB advances(8,056) (6,076) (15,182)
Net change in short-term FHLBB advances(52,500) 41,800
 88,000
Proceeds from long-term FHLBB advances181,800
 10,000
 
125,000
 105,000
 290,000
Repayments of FHLBB borrowings and penalty
 (12,466) 
Net increase in other borrowings, excluding proceeds from subordinated debt issuance(46,491) 4,860
 48,192
Proceeds from issuance of subordinated debt, net of issuance costs
 73,733
 
Repayments of long-term FHLBB borrowings and penalty(1,520) (10,989) (8,056)
Prepayments of FHLBB Advances
 (37,796) 
Repayments of called FHLBB advances(70,000)



Net decrease in other borrowings, excluding proceeds from subordinated debt issuance(4,519) (27,303) (46,491)
Proceeds from exercise of stock options4,765
 2,246
 805
2,460
 6,275
 4,765
Common stock repurchased(5,171) (47,772) (30,028)(1,312) 
 (5,171)
Cancellation of shares for tax withholding(311) (1,367) (357)(805) (327) (311)
Tax effects of share-based awards(317) 820
 65

 486
 (317)
Cash dividend paid on common stock(22,479) (18,008) (10,453)
ESOP forfeiture
 
 357
Cash dividends paid on common stock(24,111) (23,836) (22,479)
Net cash provided by financing activities705,431
 646,700
 287,602
454,661
 328,573
 705,431
Net increase in cash and cash equivalents8,224
 41,717
 9,920
Net (decrease) increase in cash and cash equivalents(2,276) (4,232) 8,224
Cash and cash equivalents - beginning of year86,952
 45,235
 35,315
90,944
 95,176
 86,952
Cash and cash equivalents - end of year$95,176
 $86,952
 $45,235
$88,668
 $90,944
 $95,176
Supplemental disclosures of cash flow information:          
Cash paid during the year for:          
Interest$36,532
 $21,824
 $10,465
$53,012
 $43,709
 $36,532
Income taxes, net(6,744) 3,599
 7,017
4,574
 3,655
 (6,744)
Transfer of loans to other real estate owned1,099
 2,339
 3,097
2,848
 3,298
 1,099
Increase (decrease) in due to broker, investment purchases(1,105) (4,855) 1,758
(6) 6
 (1,105)
Increase in due to broker, common stock buyback(523) 523
 
Acquisition of non-cash assets and liabilities:     
Fair value of assets acquired
 2,396,937
 
Fair value of liabilities assumed
 2,154,713
 
Decrease in due to broker, common stock buyback
 
 (523)
The accompanying notes are an integral part of these consolidated financial statements.

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86 



United Financial Bancorp, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
Note 1.SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Nature of Operations and Financial Statement Presentation
On April 30, 2014, Rockville Financial, Inc. (“Rockville”) completed its merger with United Financial Bancorp, Inc. (“Legacy United”) and changed its legal entity name to United Financial Bancorp, Inc. (the “Company”). In connection with this merger, Rockville Bank, the Company’s principal asset and wholly-owned subsidiary, completed its merger with Legacy United’s banking subsidiary, United Bank, and changed its name to United Bank (the “Bank”). Discussions throughout this report related to the merger with Legacy United are referred to as the “Merger”. The results of operations of Legacy United or assets acquired are included only from the datesdate of acquisition.
The consolidated financial statements and the accompanying notes presented in this report include the accounts of the Company, the Bank, and the Bank’s wholly-owned subsidiaries, United Bank Mortgage Company, United Bank Investment Corp., Inc., United Bank Commercial Properties, Inc., United Bank Residential Properties, Inc., United Northeast Financial Advisors, Inc., United Bank Investment Sub, Inc., UB Properties, LLC, and UCB Securities, Inc. II. In addition, the Bank has a real estate investment trust subsidiary, United Financial Realty HC, Inc. of which has one wholly-owned subsidiary, United Financial Business Trust I.
The Company is a bank holding company under the Bank Holding Company Act of 1956, as amended, headquartered in Glastonbury,Hartford, Connecticut and incorporated under the laws of Connecticut in 2004. At December 31, 2015,2017, the Company’s principal asset was all of the outstanding capital stock of United Bank, a wholly-owned subsidiary of the Company.
The Company, through United Bank and various subsidiaries, delivers financial services to individuals, families and businesses primarily throughout Connecticut and western Massachusetts and the surrounding regions through 53 banking offices, its commercial loan and mortgage loan production offices, 6364 ATMs, telephone banking, mobile banking and its online website (www.bankatunited.com).
The consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and to general practices in the financial services industry. The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses. Actual results could differ from those estimates. Material estimates that are particularly susceptible to significant change in the near term relate to the determination of the allowance for loan losses, the realizability of deferred tax assets, the valuation of derivative instruments and hedging activities, the evaluation of securities for other-than-temporary impairment and the valuation of assets/liabilities acquired in business combinations and review of goodwill for impairment.
Certain reclassifications have been made to prior periods’ consolidated financial statements to conform to the 20152017 presentation. These reclassifications had no impact on the Company’s consolidated financial position, results of operations or net change in cash equivalents. All significant intercompany transactions have been eliminated.
Common Share Repurchases
The Company is chartered in the state of Connecticut. Connecticut law does not provide for treasury shares, rather shares repurchased by the Company constitute authorized but unissued shares. GAAP states that accounting for treasury stock shall conform to state law. Therefore, the cost of shares repurchased by the Company has been allocated to common stock balances. Notwithstanding the foregoing, prior to December 31, 2014, the Consolidated Statements of Changes in Shareholders’ Equity refers to repurchased shares as “treasury stock.”
Cash and Cash Equivalents
For purposes of reporting cash flows, cash and cash equivalents include cash on hand, amounts due from banks, and short term investments with original maturities of three months or less.
Securities
Securities are classified at the time of purchase as “available for sale,” “held to maturity,” or “trading.” Classification is re-evaluated at each quarter end for consistency with corporate goals and objectives. Debt securities held to maturity are those which the BankCompany has the ability and intent to hold to maturity. Securities held to maturity are recorded at amortized cost. Amortized cost includes the amortization of premiums or accretion of discounts using the level yield method. Such amortization and accretion is included in interest income from securities. Securities classified as available for sale are recorded at fair value. Unrealized gains and losses, net of taxes, are calculated each reporting period and presented as a separate component of other comprehensive income (“OCI”). Securities bought and held for the purpose of selling in the near term are classified as trading. Trading securities, if any, are recorded at fair value with calculated gains and losses recognized in non-interest income in the respective accounting period.

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United Financial Bancorp, Inc. and Subsidiaries
Notes to Consolidated Financial Statements — (Continued)

The Company did not have a trading portfolio at December 31, 2015 and 2014.during any of the periods presented. Securities transferred from available for sale to held to maturity are recorded at fair value at the time of transfer. The respective gain or loss is reclassified as a separate component

87


of OCI and amortized as an adjustment to interest income using the level yield method. The Company did not transfer any securities from available for sale to held to maturity during 2015, 2014 and 2013. See Note 6 inany of the Notes to Consolidated Financial Statements for further information.periods presented.
Securities are reviewed quarterly for other-than-temporary impairment (“OTTI”). All securities classified as held to maturity or available for sale that are in an unrealized loss position are evaluated for OTTI. The evaluation considers several factors including the amount of the unrealized loss, the period of time the security has been in a loss position and the financial condition and near-term prospects of the issuer and guarantor, where applicable. If the Company intends to sell the security or, if it is more likely than not the Company will be required to sell the security prior to recovery of its amortized cost basis, or for debt securities, the present value of expected cash flows is not sufficient to recover the entire amortized cost basis, the security is written down to fair value and the respective write-down is recorded in non-interest income in the Consolidated Statements of Net Income. If the Company does not intend to sell the security and if it is more likely than not that the Company will not be required to sell the security prior to recovery of its amortized cost basis, only the credit component of any impairment charge of a debt security would be recognized as a loss in non-interest income in the Consolidated Statements of Net Income. The remaining impairment would be recorded in OCI. A decline in the value of an equity security that is considered to have OTTI is recorded as a loss in non-interest income in the Consolidated Statements of Net Income.
Gains and losses on the sale of securities are recorded on the trade date and are determined using the specific identification method.
Derivative Financial Instruments
Derivatives are recognized as either assets or liabilities and are recorded at fair value on the Company’s Consolidated Statements of Condition. The accounting for changes in the fair value of derivatives depends on the intended use of the derivative and resulting designation. The Company’s hedging policies permit the use of various derivative financial instruments to manage interest rate risk or to hedge specified assets and liabilities. Derivatives executed with the same counterparty are generally subject to netting arrangements; however, fair value amounts recognized for derivatives and fair value amounts recognized for the right/obligation to reclaim/return cash collateral are not offset for financial reporting purposes.
To qualify for hedge accounting, derivatives must be highly effective at reducing the risk associated with the exposure being hedged and must be designated as a hedge at the inception of the derivative contract. If derivative instruments are designated as fair value hedges, and such hedges are highly effective, both the change in the fair value of the hedge and the hedged item are included in current earnings. If derivative instruments are designated as cash flow hedges, fair value adjustments related to the effective portion are recorded in other comprehensive income and are reclassified to earnings when the hedged transaction is reflected in earnings. Ineffective portions of cash flow hedges are reflected in earnings as they occur. Actual cash receipts and/or payments and related accruals on derivatives related to hedges are recorded as adjustments to the interest income or interest expense associated with the hedged item. During the life of the hedge, the Company formally assesses whether derivatives designated as hedging instruments continue to be highly effective in offsetting changes in the fair value or cash flows of hedged items. If it is determined that a hedge has ceased to be highly effective, the Company will discontinue hedge accounting prospectively. At such time, previous adjustments to the carrying value of the hedged item are reversed into current earnings and the derivative instrument is reclassified to a trading position recorded at fair value.
For derivatives not designated as hedges, changes in fair value are recognized in earnings, in non-interest income.
Derivative Loan Commitments
Mortgage loan commitments are referred to as derivative loan commitments if the loan that will result from exercise of the commitment will be held for sale upon funding. Loan commitments that are derivatives are recognized at fair value on the Consolidated Statements of Condition in other assets and other liabilities with changes in their fair values recorded in other non-interest income. Fair value is based on the value of servicing rights and the interest rate differential from the commitment date to the current valuation date of the underlying mortgage loans. In estimating fair value, the Company assigns a probability to a loan commitment based on an expectation that it will be exercised and the loan will be funded. Subsequent to inception, changes in the fair value of the loan commitment are recognized based on changes in the fair value of the underlying mortgage loan due to interest rate changes, changes in the probability the derivative loan commitment will be exercised, and the passage of time. In estimating fair value, the Company assigns a probability to a loan commitment based on an expectation that it will be exercised and the loan will be funded.

83


United Financial Bancorp, Inc. and Subsidiaries
Notes to Consolidated Financial Statements — (Continued)

Forward Loan Sale Commitments
To protect against the portfolio risks inherent in derivative loan commitments or rate locks associated with fixed rate residential lending, the Company utilizes both “mandatory delivery” and “best efforts” forward loan sale commitments to mitigate the risk of potential decreases in the values of loans and long-term interest rate risk that may result from the exercise of the derivative loan commitments. Mandatory delivery contractsThese forward loan sale commitments are accounted for as derivative instruments.

88


The Company estimates the fair value of its forward loan sales commitments using a methodology similar to that used for derivative loan commitments, excluding the valuation of servicing rights. Forward loan sale commitments are recognized at fair value on the Consolidated Statements of Condition in other assets and other liabilities with changes in fair value recorded in other non-interest income.
Federal Home Loan Bank Stock
The Bank,Company, as a member of the Federal Home Loan Bank system, is required to maintain an investment in capital stock of the Federal Home Loan Bank of Boston (“FHLBB”) based primarily on its level of borrowings from the FHLBB. Based on the redemption provisions of the FHLBB, the stock has no quoted market value and is carried at cost. At its discretion, the FHLBB may declare dividends on the stock. FHLBB stock may be redeemed at par value five years following termination of FHLBB membership, subject to limitations which may be imposed by the FHLBB or its regulator, the Federal Housing Finance Board, to maintain capital adequacy of the FHLBB. While the Company currently has no intentions to terminate its FHLBB membership, the ability to redeem its investment in FHLBB stock would be subject to the conditions imposed by the FHLBB. The BankCompany reviews for impairment based on the ultimate recoverability of the cost basis in the FHLBB stock. Based on the capital adequacy and the liquidity position of the FHLBB, management believes there is no impairment related to the carrying amount of the Company’s FHLBB stock as of December 31, 20152017 and 2014.2016.
Loans Held For Sale
The Company primarily classifies newly originated residential real estate mortgage loans as held for sale based on intent, which is determined when loans are rate locked. Residential real estate mortgage loans not designated as held for sale are retained based upon available liquidity, interest rate risk management and other business purposes. The Company has elected the fair value option pursuant to Accounting Standards Codification (“ASC”) 825, Financial Instruments,, for closed loans intended for sale. The Company elected the fair value option in order to reduce certain timing differences and better match changes in fair values of the loans with changes in the fair value of the derivative forward loan sale contracts used to economically hedge them. Fair values are estimated using quoted loan market prices. Changes in the fair value of loans held for sale are recorded in earnings and are offset by changes in fair value related to forward sale commitments and interest rate lock commitments. Gains or losses on sales of loans are included in non-interest income. Direct loan origination costs and fees are deferred upon origination and are recognized as part of the gain or loss on the date of sale. Residential loans are sold by the Company without recourse. The Company currently sells these loans servicing retained, with the exception of a limited volume of government production sold servicing released.
Loans
Loans we originate and intend to hold in our portfolio are stated at current unpaid principal balances, net of deferred loan origination costs and fees. Commitment fees for which the likelihood of exercise is remote are recognized over the loan commitment period on a straight-line basis. Loans that we acquired in the merger with Legacy United wereAcquired loans are recorded at fair value with no carryover of the related allowance for loan losses at the time of acquisition. Determining the fair value of the loans involved estimating the amount and timing of principal and interest cash flows expected to be collected on the loans and discounting those cash flows at a market rate of interest.
The Company’s loan portfolio includes owner-occupied commercial real estate, investor non-owner occupied commercial real estate, commercial and residential construction, commercial business, residential real estate, commercial real estate, construction, commercial businesshome equity and installment and collateralother consumer loan segments. Residential real estate loans include one-to-four family owner occupiedowner-occupied first mortgages, second mortgages and equity lines of credit.mortgages.
A loan is classified as a troubled debt restructure (“TDR”) when certain concessions have been made to the original contractual terms, such as reductions of interest rates or deferral of interest or principal payments, due to the borrowers’ financial difficulties. All TDR loans are initially classified as impaired and generally remain impaired as TDRs for the remaining life of the loan. Impaired and TDR classification may be removed if the borrower demonstrates compliance with the modified terms and the restructuring agreement specifies an interest rate equal to that which would be provided to a borrower with similar credit at the time of restructuring.

84


United Financial Bancorp, Inc. and Subsidiaries
Notes to Consolidated Financial Statements — (Continued)

Interest and Fees on Loans
Interest on loans is accrued and included in interest income based on contractual rates applied to principal amounts outstanding. Accrual of interest is discontinued, and previously accrued income is reversed, when loan payments are 90 days or more past due or when, in the judgment of management, collectability of the loan or loan interest becomes uncertain. Past due status is based on the contractual payment terms of the loan.
Subsequent recognition of income occurs only to the extent payment is received subject to management’s assessment of the collectability of the remaining interest and principal. A non-accrual loan is restored to accrual status when the loan is brought current, collectability of interest and principal is no longer in doubt and six months of continuous payments have been received.

89


Loan origination fees and direct loan origination costs (including loan commitment fees) are deferred, and the net amount is recognized as an adjustment of the related loan’s yield utilizing the interest method over the contractual life of the loan.loan or the straight-line method over the expected life of the loan, where applicable.
Fair value acquisition adjustments are determined as of the date of acquisition based upon facts and circumstances, including the amount and timing of principal and interest cash flows expected to be collected on the loans and discounting those cash flows at a market rate of interest.  Subsequent to acquisition, the fair value acquisition adjustments are generally amortized over the remaining life of the loan under the interest method, or a constant effective yield method.  For ASC 310-30 loans, Loans and Debt Securities Acquired with Deteriorated Credit Quality (“ASC 310-30”), the interest method is applicable to a loan or a pool of loans as determined by characteristics including but not limited to borrower type, loan purpose, geographic location and collateral type. 
In recording the acquisition datadate fair values of acquired impaired loans, management calculates a non-accretable difference (the credit component of the purchased loans) and an accretable difference (the yield component of the purchased loans). For changes in cash flows expected to be collected, we adjust the amount of accretable yield recognized on a prospective basis over the remaining lives of the loans.
Allowance for Loan Losses
The allowance for loan losses is a reserve established through a provision for loan losses charged to expense and represents management’s best estimate of probable losses incurred within the existing loan portfolio as of the balance sheet date. The level of the allowance reflects management’s view of trends in loan loss activity, current loan portfolio quality and present economic, political and regulatory conditions. Portions of the allowance may be allocated for specific loans; however, the allowance is available for any loan that is charged off.
The allowance is increased by provisions charged to earnings and by recoveries of amounts previously charged off, and is reduced by charge-offs on loans (or portions thereof) deemed to be uncollectible. Loan charge-offs are recognized when management believes the collectability of the principal balance outstanding is unlikely. Full or partial charge-offs on collateral dependent impaired loans are generally recognized when the collateral is deemed to be insufficient to support the carrying value of the loan.
A methodology is used to systematically measure the amount of estimated loan loss exposure inherent in the loan portfolio for the purposes of establishing a sufficient allowance for loans losses, as further described below.
General component:
The general component of the allowance for loan losses is based on historical loss experience adjusted for qualitative factors stratified by the loan segments. Management uses a rolling average of historical losses based on a three-year12-quarter loss history to capture relevant loss data for each loan segment. This historical loss factor is adjusted for the following qualitative factors: levels and trends in delinquencies; level and trend of charge-offs and recoveries; trends in volume and types of loans; effects of changes in risk selection and underwriting standards, changes in risk selection and underwriting standards; experience and depth of lending weighted average risk rating; and national and local economic trends and conditions. The general component of the allowance for loan losses also includes a reserve based upon historical loss experience for loans which were acquired and have subsequently evidenced deterioration following initial acquisition. Our acquired loan portfolio is comprised of purchased loans that show no evidence of credit deterioration subsequent to acquisition and therefore these loans are not part of the covered portfolio. Acquired impaired loans are loans with evidence of deterioration upon acquisition and are not considered in the covered portfolio in establishing the allowance for loan loss. There were no changes in the Company’s methodology pertaining to the general component of the allowance for loan losses during 2015.2017.
The qualitative factors are determined based on the various risk characteristics of each loan segment. Risk characteristics relevant to each portfolio segment are as follows:
Residential real estate and home equity loans– The BankCompany establishes maximum loan-to-value and debt-to-income ratios and minimum credit scores as an integral component of the underwriting criteria. Loans in these segments are collateralized by owner-occupied residential real estate and repayment is dependent on the income and credit quality of the individual borrower. Within the qualitative allowance factors, national and local economic trends including unemployment rates and potential declines in property value, are key elements

85


United Financial Bancorp, Inc. and Subsidiaries
Notes to Consolidated Financial Statements — (Continued)

reviewed as a component of establishing the appropriate allocation. Overall economic conditions, unemployment rates and housing price trends will influence the underlying credit quality of these segments.
CommercialOwner-occupied and investor non-owner occupied commercial real estate (“CRE”) – Loans in this segmentthese segments are primarily income-producing properties throughout Connecticut, western Massachusetts, and other select markets in the Northeast. The underlying cash flows generated by the properties could be adversely impacted by a downturn in the economy as evidenced by

90


increased vacancy rates, which in turn, will have an effect on the credit quality in this segment. Management obtains rent rolls annually, continually monitors the cash flows of these loans and performs stress testing.
Construction loans – Loans in this segment primarily include commercial real estate development and residential subdivision loans for which payment is derived from the sale of the property. Credit risk is affected by cost overruns, time to sell at an adequate price, and market conditions.
Commercial business loans – Loans in this segment are made to businesses and are generally secured by assets of the business. Repayment is expected from the cash flows of the business. A weakened economy and its effect on business profitability and cash flow could have an effect on the credit quality in this segment.
Installment and collateral loansOther consumer – Loans in this segment are secured or unsecured and repayment is dependent on the credit quality of the individual borrower. A significant portion of these loans are secured by boats.
For acquired loans accounted for under ASC 310-30, our allowance for loan lossesnon-accretable discount is estimated based upon our expected cash flows for these loans. To the extent that we experience a deterioration in borrower credit quality resulting in a decrease in our expected cash flows subsequent to the acquisition of the loans, an allowance for loan losses would be established based on our estimate of future credit losses over the remaining life of the loans.
Allocated component:
The allocated component relates to loans that are classified as impaired. Impairment is measured on a loan by loan basis for commercial business, commercial real estate and construction loans by either the present value of expected future cash flows discounted at the loan’sloan's effective interest rate or the fair value of the collateral if the loan is collateral dependent. An allowance is established when the discounted cash flows (or collateral value) of the impaired loan is lower than the carrying value of that loan. Residential and installment and collateral loans are evaluated for impairment if payments are 90 days or more delinquent. Updated property evaluations are obtained at the time of impairment and serve as the basis for the loss allocation if foreclosure is probable or the loan is collateral dependent.
A loan is considered impaired when, based on current information and events, it is probable that the Company will be unable to collect the scheduled payments of principal or interest when due according to the contractual terms of the loan agreement. Factors considered by management in determining impairment include payment status, collateral value, and the probability of collecting scheduled principal and interest payments when due. Loans that experience insignificant payment delays and payment shortfalls generally are not classified as impaired. Management determines the significance of payment delays and payment shortfalls on a case-by-case basis, taking into consideration all of the circumstances surrounding the loan and the borrower, including the length of the delay, the reasons for the delay, the borrower’s prior payment record, and the amount of the shortfall in relation to the principal and interest owed.
When a loan is determined to be impaired, the Company makes a determination if the repayment of the obligation is collateral dependent. As a majority of impaired loans are collateralized by real estate, appraisals on the underlying value of the property securing the obligation are utilized in determining the specific impairment amount that is allocated to the loan as a component of the allowance calculation. If the loan is collateral dependent, an updated appraisal is obtained within a short period of time from the date the loan is determined to be impaired; typically no longer than 30 days for a residential property and 90 days for a commercial real estate property. The appraisal and the appraised value are reviewed for adequacy and then further discounted for estimated disposition costs and the period of time until resolution, in order to determine the impairment amount. The Company updates the appraised value at least annually and on a more frequent basis if current market factors indicate a potential change in valuation.
A loan is considered impaired when, based on current information and events, it is probable that the Company will be unable to collect the scheduled payments of principal or interest when due according to the contractual terms of the loan agreement. Loans which are placed on non-accrual status, or deemed troubled debt restructures, are considered impaired by the Company and subject to impairment testing for possible partial or full charge-off when loss can be reasonably determined. Generally, when all contractual payments on a loan are not expected to be collected, or the loan has failed to make contractual payments for a period of 90 days or more, a loan is placed on non-accrual status. In accordance with the Company's loan policy, losses on open and closed end consumer loans are recognized within a period of 120 days past due. For commercial loans, there is no threshold in terms of days past due for losses to be recognized as a result of the complexity in reasonably determining losses within a set time frame. Factors considered by management in determining impairment include payment status, collateral value and the probability of collecting scheduled principal and interest payments when due.
The majority of the Company’s loans are collateralized by real estate located in central and eastern Connecticut and western Massachusetts in addition to a portion of the commercial real estate loan portfolio located in the Northeast region of the United States. Accordingly, the collateral value of a substantial portion of the Company’s loan portfolio and real estate acquired through foreclosure is susceptible to changes in market conditions in these areas.

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United Financial Bancorp, Inc. and Subsidiaries
Notes to Consolidated Financial Statements — (Continued)

Unallocated component:
An unallocated component is maintained to cover uncertainties that could affect management’s estimate of probable losses. 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.
The allowance for loan losses has been determined in accordance with GAAP, under which the Company is required to maintain an allowance for probable losses at the balance sheet date. The Company is responsible for the timely and periodic determination of the amount of the allowance required. Management believes that the allowance for loan losses is adequate to cover specifically identifiable losses, as well as, estimated losses inherent in our portfolio that are probable, but not specifically identifiable.

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While management regularly evaluates the adequacy of the allowance for loan losses, future additions to the allowance may be necessary based on changes in assumptions and economic conditions. In addition, various regulatory agencies, as an integral part of their 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.
Servicing
The Company services mortgage loans for others. Mortgage servicing assets are recognized at fair value 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 Company’s servicing asset valuation is performed by an independent third party using a static valuation model representing a projection of a single interest rate/market environment into the future and discounting the resulting assumed cash flow back to present value. Discount rates, servicing costs, float earnings rates and delinquency information as well as the use of the medium PSA quotations provided by Security Industry and Financial Market Association are used to calculate the value of the servicing asset.
Capitalized servicing rights are reported in other assets at fair value, with changes in fair value recorded in income from mortgage banking activities.
Other Real Estate Owned
Real estate acquired through, or in lieu of, loan foreclosure is held for sale and is initially recorded at fair value, less costs to sell, at the date of foreclosure, establishing a new cost basis. Subsequent to foreclosure, valuations are periodically performed by management and the assets are carried at the lower of carrying amount or fair value less costs to sell. At December 31, 2017 and 2016, the Company had $2.2 million and $1.9 million, respectively, of other real estate owned included in other assets on the Consolidated Statements of Condition. Revenue and expenses from operations, changes in the valuation allowance and any direct write-downs are included in non-interest expense. Gains and losses on the sale of other real estate owned are recorded in other income (loss) in the Consolidated Statements of Net Income.
Bank-Owned Life Insurance
Bank-owned life insurance (“BOLI”) represents life insurance on certain current and former employees who have consented to allow the Bank to be the beneficiary of those policies. BOLI is recorded as an asset at cash surrender value. Increases in the cash surrender value of the policies, as well as insurance proceeds received in excess of carrying value, are recorded in non-interest income and are not subject to income tax. Management reviews the credit quality and financial strength of the insurance carriers on a quarterly and annual basis. BOLI with any individual carrier is limited to 15% of capital plus reserves.
Transfers of Financial Assets
Transfers of an entire financial asset, a group of entire financial assets, or a participating interest in an entire financial asset 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 to pledge or exchange the transferred assets and no condition both constrains the transferee from taking advantage of that right and provides more than a trivial benefit for the transferor, and (3) the Company does not maintain effective control over the transferred assets through either: (a) an agreement that both entitles and obligates the transferor to repurchase or redeem the assets before maturity or (b) the ability to unilaterally cause the holder to return specific assets, other than through a cleanup call.

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United Financial Bancorp, Inc. and Subsidiaries
Notes to Consolidated Financial Statements — (Continued)

Premises and Equipment
Premises and equipment are stated at cost, net of accumulated depreciation and amortization. Depreciation is charged to operations using the straight-line method over the estimated useful lives of the related assets which range from 3 to 39 1/2 years. Leasehold improvements are amortized over the shorter of the improvements’ estimated economic lives or the related lease terms. Expected lease terms excludinginclude lease extension periods.option periods to the extent that the exercise of such options are reasonably assured. Maintenance and repairs are expensed as incurred and improvements are capitalized.
Marketing and Promotions
Marketing and promotions costs are expensed as incurred.
Impairment of Long-Lived Assets Other Than Goodwill
Long-lived assets are reviewed for impairment whenever events or changes in business circumstances indicate that the remaining useful life may warrant revision or that the carrying amount of the long-lived asset may not be fully recoverable. If

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impairment is determined to exist, any related impairment loss is calculated based on fair value through a charge to non-interest expense. Impairment losses on assets to be disposed of, if any, are based on the estimated proceeds to be received, less costs of disposal. No write-downs of long-lived assets were recorded for any period presented herein.
Goodwill
Goodwill is recognized for the excess of the acquisition cost over the fair values of the net assets acquired. Goodwill is not amortized and is instead reviewed for impairment at least annually in the fourth quarter, or on an interim basis if an event occurs or circumstances change that would more likely than not reduce the fair value below its carrying value. Any impairment write-down is charged to non-interest expense in the Consolidated Statements of Net Income. There was no goodwill impairment in 2015, 20142017, 2016 and 2013.2015. In 2017, the Company adopted FASB ASU No. 2017-04 Intangibles-Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment, which removed Step 2 of the Goodwill Impairment Test, simplifying financial reporting. The adoption of the ASU did not have an impact on the Company’s Consolidated Financial Statements.
Income Taxes
The Company recognizes income taxes under the asset and liability method. Under this 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 those temporary differences are expected to be recovered or settled. The effect of a change in tax rates on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includesof enactment. Accordingly, changes resulting from the enactment date.Tax Cuts and Jobs Act enacted on December 22, 2017 have been recognized in the consolidated financial statements as of and for the year ended December 31, 2017. See Note 12, “Income Taxes”, for further information. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that all or some portion of the deferred tax assets will not be realized. A tax position that meets the more likely than not recognition threshold is initially and subsequently measured as the largest amount of tax benefit that has a greater than 50% likelihood of being realized upon settlement with a taxing authority that has full knowledge of all relevant information. The determination of whether or not a tax position has met the more likely than not recognition threshold considers the facts, circumstances and information available at the reporting date and is subject to management’s judgment. As of December 31, 20152017, 2016 and 2014,2015, the Company had $375,000recorded $688,000, $497,000 and $252,000$375,000 of uncertain tax positions, respectively. There was no reserve for uncertain tax positions as of December 31, 2013.
Investments in Limited Partnerships
The Company evaluates investments including joint ventures, low income housing tax credit partnerships and other limited partnerships to determine whether consolidation is necessary. The Company applies the equity method of accounting to its investments in limited partnerships. The Company has interests in limited partnerships that own and operate affordable housing and rehabilitation projects as well as alternative energy projects. Investments in these projects serve as an element of the Bank’sCompany’s compliance with the Community Reinvestment Act and in serving the interest of public welfare, and the Company receives tax benefits in the form of deductions for operating losses and tax credits. The tax credits generally may be used to reduce taxes currently payable or may be carried back one year or forward 20 years to recapture or reduce taxes. The Company regularly evaluates the partnership investments for impairment. The tax credits are recorded in the years they become available to reduce income taxes through the provision for income taxes, while basis adjustments under the equity method or impairment are recorded in loss on investments in limited partnerships on the Consolidated Statements of Net Income.
Pension and Other Post-Retirement Benefits
The Company has a noncontributory defined benefit pension plan that provides benefits for full-time employees hired before January 1, 2005, meeting certain requirements as to age and length of service. The benefits are based on years of service and

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United Financial Bancorp, Inc. and Subsidiaries
Notes to Consolidated Financial Statements — (Continued)

average compensation, as defined. The Company’s funding policy is to contribute an amount needed to meet the minimum funding standards established by the Employee Retirement Income Security Act of 1974 (“ERISA”). The compensation cost of an employees’ pension benefit is recognized on the projected unit cost method over the employee’s approximate service period.
As of December 31, 2012, the Company froze its noncontributory defined benefit pension plan, at which time participants in the plan stopped earning additional benefits under the plan. The Company began providing additional benefits to these employees under the Bank’sCompany’s 401(k) Plan as of January 1, 2013. See Note 17,16, “Pension Plans and Other Post-Retirement Benefits”, for further information on these benefits.
In addition to the qualified plan,plans, the Company has supplemental retirement plans for certain key officers. These plans, which are nonqualified, were designed to offset the impact of changes in the pension plan that limit benefits for highly compensated employees under qualified pension plans.

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The Compensationcompensation cost of an employee’s pension benefit is recognized on the projected unit credit method over the employee’s approximate service period. The aggregate cost method is utilized for funding purposes.
The Company accounts for its defined benefit pension planand supplemental retirement plans using an actuarial model that allocates pension costs over the service period of employees in the plan. The Company accounts for the over-funded or under-funded status of its defined benefit planthese plans as an asset or liability in its consolidated balance sheetsstatements of condition and recognizes changes in the funded status in the year in which the changes occur through other comprehensive income or loss.
The Company also provides certain health care and life insurance benefits for retired employees hired prior to March 1, 1993. Participants become eligible for the benefits if they retire after reaching age 62 with five or more years of service. Benefits are paid in fixed amounts depending on length of service at retirement. The Company accrues for the estimated costs of these benefits through charges to expense during the years that employees render service; however, the Company does not fund this plan.
Fair Values of Financial Instruments
Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. ASC Topic 820, Fair Value Measurements and Disclosures,, establishes a framework for measuring fair value and expands disclosures about fair value measurements. The required disclosures about fair value measurements have been included in Note 15,14, “Fair Value Measurement” in the Notes to Consolidated Financial Statements.
Earnings per Common Share
Basic earnings per share excludes dilution and is computed by dividing income available to common stockholders by the weighted-average number of shares outstanding for the period. If rights to dividends on unvested options/awards are non-forfeitable, these unvested options/awards are considered outstanding in the computation of basic earnings per share. Diluted earnings per share reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that then shared in the earnings of the entity. Potential common shares that may be issued by the Company relate to outstanding stock options and restricted stock awards and are determined using the treasury stock method.
Unearned Employee Stock Ownership Plan (“ESOP”) shares are not considered outstanding for calculating basic and diluted earnings per common share. ESOP shares committed to be released are considered to be outstanding for purposes of the earnings per share computation. ESOP shares that have not been legally released, but that relate to employee services rendered during an accounting period (interim or annual) ending before the related debt service payment is made, are considered committed to be released.
Employee Stock Ownership Plan
Unearned Employee Stock Ownership Plan (“ESOP”)ESOP shares are shown as a reduction of stockholders’ equity and presented as unearned compensation - ESOP. During the period the ESOP shares are committed to be released, the Company recognizes compensation cost equal to the average fair value of the ESOP shares. When the shares are released, unearned common shares held by thecompensation - ESOP areis reduced by the cost of the ESOP shares released and the differential between the fair value and the cost is recorded in additional paid-in capital. The loan receivable from the ESOP to the Company is not reported as an asset nor is the Company’s guarantee to fund the ESOP reported as a liability on the Company’s Consolidated Statements of Condition. Effective January 1, 2014, the Company merged its ESOP with its Defined Contribution Plan, or 401(k) Plan.

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United Financial Bancorp, Inc. and Subsidiaries
Notes to Consolidated Financial Statements — (Continued)

Share-Based Compensation
The Company measures the cost of employee services received in exchange for an award of equity instruments based on the grant date fair value of the award. These costs are recognized on a straight-line basis over the vesting period during which an employee is required to provide services in exchange for the award; the requisite service period. The Company uses the Black-Scholes option pricing model to estimate the fair value of stock options granted. When determining the estimated fair value of stock options granted, the Company utilizes various assumptions regarding the expected volatility of the stock price, estimated forfeitures using historical data on employee terminations, the risk-free interest rate for periods within the contractual life of the stock option, and the expected dividend yield that the Company expects over the expected life of the options granted. Reductions in compensation expense associated with forfeited options are estimated at the date of grant, and this estimated forfeiture rate is adjusted monthly based on actual forfeiture experience. The Company measures the fair value of the restricted stock using the closing market price of the Company’s common stock on the date of grant. The Company expenses the grant date fair value of the Company’s stock options and restricted stock with a corresponding increase in equity.

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Off-balance Sheet Financial Instruments
In the ordinary course of business, the Company enters into off-balance sheet financial instruments, consisting primarily of credit related financial instruments. These financial instruments are recorded in the Consolidated Financial Statements when they are funded or related fees are incurred or received.
Segment Information
As a community oriented financial institution, substantially all of the Company’s operations involve the delivery of loan and deposit products to customers. Management makes operating decisions and assesses performance based on an ongoing review of these community-banking operations, which constitutes the Company’s only operating segment for financial reporting purposes.
Note 2.RECENT ACCOUNTING PRONOUNCEMENTS
LeasesAccounting Standards Issued but Not Yet Adopted
The following list identifies Account Standards Updates (“ASUs”) applicable to the Company that have been issued but are not yet effective:
Accumulated Other Comprehensive Income
In February 2016,2018, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”)ASU No. 2016-022018-02 LeasesIncome Statement—Reporting Comprehensive Income (Topic 842)220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income. . This ASU introduces a lessee model that brings most leases onaddresses the balance sheet and aligns manyimpact of the underlying principlesfederal tax rate reduction on deferred taxes that were originally recorded through accumulated other comprehensive income (“AOCI”).  The impact creates a “dangling” difference in AOCI verses deferred taxes for the rate differential caused by the enactment of the new lessor model with thoseTax Cuts and Jobs Act on December 22, 2017. This ASU permits entities to reclass this “dangling” piece in the new revenue recognition standard, ASC 606, Revenue From Contracts with Customers.AOCI to retained earnings rather than continuing to track in AOCI. The new leases standard represents a whole-sale change to lease accounting and will most likely result in significant implementation challenges during the transition period and beyond. The new guidance will be effective date for public business entitiesthis ASU is for annual periodsfiscal years beginning on or after December 15, 2018 (i.e. calendar periods beginning on January 1, 2019), and interim periods therein. Earlywith early adoption will be permitted for all entities. Managementfiscal years whose financial statements have not yet been issued. The Company has decided not to early adopt this ASU and to apply it in accordance with the effective date provisions. The adoption of this ASU is currently analyzing thenot expected to have a material impact on the Company’s Consolidated Financial Statements.
Derivatives and Hedging
Effective January 1, 2018, the Company will adopt FASB ASU No. 2017-12 Derivatives & Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities which improves and simplifies the accounting rules around hedge accounting. This new standard refines and expands hedge accounting for both financial and commodity risks. It also creates more transparency around how economic results are presented for investors and analysts. The amendments for this ASU can be adopted immediately in any interim or annual period (including the current period). Upon adoption, the Company will transfer its held-to-maturity portfolio to its available-for-sale portfolio. Any unrealized gain or loss on the date of adoption will be recorded in accumulated other comprehensive income. The mandatory effective date for calendar year-end public companies is January 1, 2019. This ASU is not expected to have an impact on the Company’s hedging activities.
Compensation
Effective January 1, 2018, the Company will adopt FASB ASU No. 2017-09 Compensation, Stock Compensation (Topic 718): Scope of Modified Accounting. This update amends the scope of modification accounting for share-based payment arrangements and provides guidance on the types of changes to the terms or conditions of share-based payment awards to which an entity would be required to apply modification accounting under Accounting Standards Codification (“ASC”) 718. Specifically, an entity would not apply modification accounting if the fair value, vesting conditions and classification of the awards are the same immediately before and after the modification. This ASU is not expected to have an impact on the Company’s Consolidated Financial Statements.
Effective January 1, 2018, the Company will adopt FASB ASU No. 2017-07 Compensation-Retirement Benefits (Topic 715): Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost. Under the new guidance, employers will present the service cost component of the net periodic benefit cost in the same income statement line item as other employee compensation costs arising from services rendered during the period. Employers are required to include all other components of net benefit cost in a separate line item from the service cost. Employers will have to disclose the line used to present the other components of net periodic benefit cost, if the components are not presented separately in the income statement. This ASU is not expected to have a material impact on the Company’s Consolidated Financial Statements.
Receivables
In March 2017, the FASB issued ASU No. 2017-08 Receivables-Nonrefundable Fees and Other Costs (Subtopic 310-20): Premium Amortization on Purchased Callable Debt Securities. Under the new guidance, the premium on bonds purchased at a premium will be amortized to the bond’s earliest call date rather than the date of maturity to more closely align interest income

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recorded on bonds held at a premium or a discount with the economics of the underlying instrument. This ASU is effective for public business entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. Early adoption is permitted, including adoption in an interim period. If an entity early adopts the amendments in an interim period, any adjustments should be reflected as of the beginning of the fiscal year that includes that interim period. As of December 31, 2017, this ASU is expected to have an impact of reducing premiums on callable debt securities by approximately $9.9 million (pre-tax), with the offset being a reduction in retained earnings upon initial adoption.
Income Taxes
Effective January 1, 2018, the Company will adopt FASB ASU No. 2016-16 Income Taxes (Topic 740): Intra-Entity Transfers of Assets Other Than Inventory as a part of FASB’s simplification initiative. Currently, the tax effects of intra-entity asset transfers (intercompany sales) are deferred until the transferred asset is sold to a third party or otherwise recovered through use. Under the new ASU, the selling (transferring) entity is required to recognize a current tax expense or benefit upon transfer of the asset. Similarly, the purchasing (receiving) entity is required to recognize a deferred tax asset (DTA) or deferred tax liability (DTL), as well as the related deferred tax benefit or expense, upon receipt of the asset. The new guidance does not apply to intra-entity transfers of inventory. The modified retrospective approach will be required for transition to the new guidance, with a cumulative-effect adjustment recorded in retained earnings as of the beginning of the period of adoption. The cumulative-effect adjustment would consist of the net impact from (1) the write-off of any unamortized tax expense previously deferred and (2) recognition of any previously unrecognized deferred tax assets, net of any necessary valuation allowance. This ASU is expected to have an impact on the Company’s deferred tax recognition due to transfers between separate companies in the consolidated group, however, it is not expected to have a material financial statement impact on the Company’s Consolidated Financial Statements.
Statement of Cash Flows
Effective January 1, 2018, the Company will adopt FASB ASU No. 2016-15 Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments as part of the consensus of the Emerging Issues Task Force. The new guidance is intended to reduce diversity in practice in how certain transactions are classified in the statement of cash flows. This ASU clarifies whether the following items should be categorized as operating, investing or financing on the statement of cash flows; 1) debt prepayments and extinguishment costs, 2) settlement of zero-coupon debt, 3) settlement of contingent consideration, 4) insurance proceeds, 5) settlement of corporate-owned life insurance (COLI) and bank-owned life insurance (BOLI) policies, 6) distributions from equity method investees, 7) beneficial interests in securitization transactions, and 8) receipts and payments with aspects of more than one class of cash flows. This ASU is expected to have an impact on the classifications in the Company’s Consolidated Statement of Cash Flows.
Financial Instruments
In JanuaryJune 2016, the FASB issued ASU No. 2016-13 Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments which amends the Board’s guidance on the impairment of financial instruments. The ASU adds to US GAAP an impairment model (known as the current expected credit loss (CECL) model) that is based on expected losses rather than incurred losses. Under the new guidance, an entity recognizes as an allowance its estimate of expected credit losses, which the FASB believes will result in more timely recognition of such losses. The ASU is also intended to reduce the complexity of US GAAP by decreasing the number of credit impairment models that entities use to account for debt instruments. For public business entities that are U.S. Securities and Exchange Commission filers, this ASU is effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. The amendments in this Update may be adopted earlier as of the fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. The expected credit loss model will require a financial asset to be presented at the net amount expected to be collected. The impact on adoption is a one-time adjustment to retained earnings.  The Company is evaluating the provisions of ASU 2016-13 and will closely monitor developments and additional guidance to determine the potential impact on the Company’s Consolidated Financial Statements which is expected to increase loan loss reserves, the amount of which is uncertain at this time.  The Company has implemented a committee led by the Bank’s Chief Credit Officer, which includes the Chief Financial Officer and the Chief Risk Officer, to assist in identifying, implementing and evaluating the impact of the required changes to loan loss estimation models and processes. Additionally, the committee is in the process of evaluating third-party software solutions and has engaged outside consultants to aide in education and process development for estimating expected losses under the new guidance.
Effective January 1, 2018, the Company will adopt FASB ASU No. 2016-01 Financial Instruments - Overall (Subtopic 825-10)825-210): Recognition and Measurement of Financial Assets and Financial Liabilities.This ASU requires entities to carry all investments in equity securities, including other ownership interests such as partnerships, unincorporated joint ventures, and limited liability companies, at fair value through net income. This new requirement does not apply to investments that qualify for the equity method of accounting or to those that result in consolidation of these investments. The ASU supersedes current guidance and no longer requires equity securities with readily determinable fair value to be classified into categories (i.e. trading or available

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for sale). The ASU clarifies that when identifying observable price changes, an entity should consider relevant transactions “that are known or can reasonably be known“ and that an entity is not required to spend undue cost and effort to identify such transactions. The ASU also indicates that an entity should consider a security’s rights and obligations, such as voting rights, distribution rights and preferences, and conversion features, when evaluating whether the security issued by the same issuer is similar to the equity security held by the entity. The ASU further provides for the elimination of disclosure requirements related to financial instruments measured at amortized cost. For public business entities, the new standard will require disclosure of fair value using the exit price notion for all financial instruments measured at amortized cost. Pursuant to the ASU, recognition and measurement will take effect for public companies for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. For all entities, the ASU permits early adoption of the instrument-specific credit risk provision. Management is currently analyzing the impact on the Company’s Consolidated Financial Statements.

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United Financial Bancorp, Inc. and Subsidiaries
Notes to Consolidated Financial Statements — (Continued)

Business Combinations
In September 2015, the FASB issued ASU No. 2015-16 Business Combinations (Topic 805): Simplifying the Accounting for Measurement-Period Adjustments which aims to simplify accounting for adjustments made to provisional amounts recognized in a business combination. The requirement per GAAP to retrospectively apply measurement-period adjustments to provisional amounts was eliminated. The new guidance requires that the acquiring company recognize adjustments to provisional amounts that are identified during the measurement period in the reporting period in which the adjustment amount is determined. In addition, 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 business entities, the amendments are effective for fiscal years beginning after December 15, 2015, including interim periods within those fiscal years. The amendments should be applied prospectively to adjustments to provisional amounts that occur after the effective date of this ASU with earlier application permitted for financial statements that have not been issued. The amendments should be applied prospectively to adjustments to provisional amounts that occur after the effective date of this ASU with earlier application permitted for financial statements that have not yet been made available for issuance. This ASU is not expected to have an impact on the Company’s Consolidated Financial Statements.
Revenue from Contracts
In August 2015, the FASB issued ASU No. 2015-14 Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date, which defer the effective date of ASU 2014-09 for all entities by one year. Public business entities should apply the guidance in ASU 2014-09 to annual reporting periods beginning after December 15, 2017, including interim reporting periods within that reporting period. Earlier application is permitted only as of annual reporting periods beginning after December 15, 2016 including interim reporting periods within that reporting period. This ASU is not expected to have a significant impact on the Company’s Consolidated Financial Statements.
Intangibles-Goodwill and Other-Internal-Use Software
In April 2015, the FASB issued ASU No. 2015-05, Intangibles-Goodwill and Other-Internal Use Software (Subtopic 350-40): Customer’s Accounting for Fees Paid in a Cloud Computing Arrangement. The ASU provides criteria for customers in a cloud computing arrangement to use to determine whether the arrangement includes a license of software. When a cloud computing arrangement includes a license of software, the customer will capitalize the fee attributable to the software license portion of the arrangement when the criteria for capitalization of internal-use software are met. When a cloud computing arrangement does not include a license of software, the customer will account for the arrangement as a service contract and expense the cost as the services are received. The ASU supersedes the guidance that required companies to analogize to lease accounting when determining the asset acquired in a software licensing arrangement. Entities may elect to adopt the ASU either prospectively for all arrangements entered into or materially modified after the effective date, or retrospectively. For public business entities, the standard is effective for annual and interim periods in fiscal years beginning after December 15, 2015. For all other entities, the standard is effective for annual periods beginning after December 15, 2015, and interim periods in fiscal years beginning after December 15, 2016. Early adoption is permitted for all entities. Entities that elect prospective transition should disclose the nature of, and reason for, the change in accounting policy, the transition method, and a qualitative description of the financial statement line items affected by the change. Entities that elect retrospective transition should also disclose quantitative information about the effects of the accounting change. This information should include the cumulative effect of the change on retained earnings or other components of equity or net assets in the statement of financial position as of the beginning of the earliest period presented. This ASU is not expected to have a material impact on the Company’s Consolidated Financial Statements.
Interest-Imputation of Interest.Leases
In April 2015,February 2016, the FASB issued ASU No. 2015-03, (2016-02 Subtopic 835-30): Simplifying the Presentation of Debt Issuance CostsLeases (Topic 842), , as part of its simplification initiative. The ASU changes the presentation of debt issuance costs in financial statements. Under the ASU, an entity presents such costs inwhich introduces a lessee model that requires most leases to be recognized on the balance sheet as a direct deduction from the related debt liability rather than as an asset. Amortizationand aligns many of the costs is reported as interest expense. Forunderlying principles of the new lessor model with those in the new revenue recognition standard, ASC 606, Revenue From Contracts with Customers. The new leases standard represents a wholesale change to lease accounting and will most likely result in significant implementation challenges during the transition period and beyond. Classification will be based on criteria that are largely similar to those applied in current lease accounting, but without explicit bright lines. The new guidance will be effective for public business entities the guidance in the ASU is effective for fiscal years, and interimannual periods within those fiscal years, beginning after December 15, 2015.2018, and interim periods therein. Early adoption is allowedwill be permitted for all entities. It is required that entities for financial statementsrecognize and measure leases at the beginning of the earliest period presented using a modified retrospective approach. The modified retrospective approach includes a number of optional practical expedients that have not been previously issued. Entities would applyentities may elect to apply. As of December 31, 2017, the Company’s future minimum lease commitments totaled $68.7 million. The Company has established a working group which includes the Director of Accounting, Director of Tax and Accounting Policy and the Controller in order to assess the impact of the requirements of the new guidance, retrospectively to all prior periods (i.e.,however, the balance sheet for each period is adjusted). This ASU isCompany does not expectedexpect the present value of the future lease payments to have a material impact on the Company’s Consolidated Financial Statements.

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Revenue Recognition
United Financial Bancorp, Inc.Effective January 1, 2018, the Company will adopt FASB ASU No. 2014-09 Revenue From Contracts with Customers (Topic 606), whichprovides a revenue recognition framework for entities that either enter into a contract with customers to transfer goods or services or enter into a contract for the transfer of non-financial assets (unless the contracts are outside the scope of the standard). The standard permits the use of either the retrospective or cumulative effect transition method. Many amendments were made to help clarify the intention and Subsidiaries
Notes toscope of this ASU. Since many of the Company’s revenue streams are scoped out of this revenue standard, the Company does not expect a material impact on its Consolidated Financial Statements — (Continued)Statements.

Note 3.MERGER
The Company acquired 100% of the outstanding common shares and completed its merger with Legacy United on April 30, 2014. Legacy United’s principal subsidiary was a federally chartered savings bank headquartered in West Springfield, Massachusetts, which operated 35 branch locations, two express drive-up branches, and two loan production offices, primarily in the Springfield and Worcester regions of Massachusetts and in Central Connecticut. The Company entered into the Merger agreement based on its assessment of the anticipated benefits, including enhanced market share and expansion of its banking franchise. The Merger was accounted for as a purchase and, as such, was included in the results of operations from the date of the Merger. The Merger was funded with shares of Rockville common stock and cash. As of the close of trading on April 30, 2014, all of the shareholders of Legacy United received 1.3472 shares of Rockville for each share of Legacy United common stock owned at that date. Total consideration paid at closing was valued at $356.4 million, based on the closing price of $13.16 of Rockville common stock, the value of Legacy United exercisable options and cash paid for fractional shares on April 30, 2014.
The following table summarizes the Merger on April 30, 2014:
(Dollars and shares in thousands)          
    Transaction Related Items
Legacy United Goodwill Other Identifiable Intangibles Shares Issued Value of Legacy United Exercisable Options Total Purchase Price
Balance at April 30, 2014     
Assets Equity     
$2,442,525
 $304,505
 $114,211
 $10,585
 26,706
 $4,909
 $356,394
The transaction was accounted for using the purchase method of accounting in accordance with ASC Topic 805, Business

97


Combinations. Accordingly, the purchase price was allocated based on the estimated fair market values of the assets and liabilities acquired. See the Company’s 2014 audited consolidated financial statements and notes thereto included in United Financial Bancorp, Inc.’s Annual Report on Form 10-K as of and for the year ended December 31, 2014 for additional information.
Note 4.GOODWILL AND CORE DEPOSIT INTANGIBLES
The changes in the carrying amount of goodwill and core deposit intangible assets are summarized as follows:
Goodwill Core Deposit IntangibleGoodwill Core Deposit Intangible
(In thousands)(In thousands)
Balance at December 31, 2013$1,070
 $
Acquisition of Legacy United114,170
 10,585
Amortization expense
 (1,283)
Balance at December 31, 2014$115,240
 $9,302
Balance at December 31, 2015$115,281
 $7,506
Adjustments41
 

 
Amortization expense
 (1,796)
 (1,604)
Balance at December 31, 2015$115,281
 $7,506
Balance at December 31, 2016$115,281
 $5,902
Amortization expense
 (1,411)
Balance at December 31, 2017$115,281
 $4,491
      
Estimated amortization expense for the years ending December 31,      
2016  $1,604
2017  1,411
2018  1,219
  $1,219
2019  1,026
  1,026
2020  834
  834
2021 and thereafter  1,412
2021  642
2022  449
2023 and thereafter  321
Total remaining  $7,506
  $4,491
The goodwill associated with the acquisition of Legacy United is not tax deductible. In accordance with ASC 350, Intangibles – Goodwill and Other, goodwill will not be amortized, but will be subject to at least an annual impairment review. The Company tests goodwill impairment annually in the fourth quarter or more frequently if events or changes in circumstances indicate that impairment is possible. No impairment was recorded on goodwill for 2015 and 2014. The amortizing intangible asset associated with the acquisition consists of the core deposit intangible. The core deposit intangible is being amortized using the sum of the years’ digits method over its estimated life of 10 years. Amortization expense of the core deposit intangible was $1.8$1.4 million, $1.6 million, and $1.3$1.8 million for the years ended December 31, 2017, 2016 and 2015, and 2014.respectively.
Note 5.RESTRICTIONS ON CASH AND DUE FROM BANKS
The Company is required to maintain a percentage of transaction account balances on deposit with the Federal Reserve Bank that was offset by the Company’s average vault cash. As of December 31, 20152017 and 2014,2016, the Company was required to have cash

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and liquid assets of $24.0$36.3 million and $22.7$25.8 million, respectively, to meet these requirements. The Company is also required to maintain a reserve balance as part of their correspondent relationship with Bankers Bank Northeast.

98


Note 6.SECURITIES
The amortized cost, gross unrealized gains, gross unrealized losses and fair values of investment securities at December 31, 20152017 and 20142016 are as follows:

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United Financial Bancorp, Inc. and Subsidiaries
Notes to Consolidated Financial Statements — (Continued)

 
Amortized
Cost
 
Gross
Unrealized
Gains
 
Gross
Unrealized
Losses
 Fair Value 
Amortized
Cost
 
Gross
Unrealized
Gains
 
Gross
Unrealized
Losses
 Fair Value
December 31, 2015 (In thousands)
December 31, 2017 (In thousands)
Available for sale:                
Debt securities:                
U.S. Government and government-sponsored enterprise obligations $10,159
 $13
 $(83) $10,089
Government-sponsored residential mortgage-backed securities $235,646
 $779
 $(946) $235,479
Government-sponsored residential collateralized debt obligations 134,652
 16
 (1,556) 133,112
Government-sponsored commercial mortgage-backed securities 33,449
 7
 (201) 33,255
Government-sponsored commercial collateralized debt obligations 151,035
 
 (3,793) 147,242
Asset-backed securities 166,559
 1,253
 (673) 167,139
Corporate debt securities 88,571
 1,104
 (539) 89,136
Obligations of states and political subdivisions 249,531
 1,436
 (5,960) 245,007
Total debt securities 1,059,443
 4,595
 (13,668) 1,050,370
Marketable equity securities, by sector:        
Industrial 109
 100
 
 209
Oil and gas 131
 77
 
 208
Total marketable equity securities 240
 177
 
 417
Total available for sale securities $1,059,683
 $4,772
 $(13,668) $1,050,787
Held to maturity:        
Debt securities:        
Government-sponsored residential mortgage-backed securities $1,318
 $111
 $
 $1,429
Obligations of states and political subdivisions 12,280
 679
 (88) 12,871
Total held to maturity securities $13,598
 $790
 $(88) $14,300
        
December 31, 2016        
Available for sale:        
Debt securities:        
Government-sponsored residential mortgage-backed securities 146,434
 731
 (1,304) 145,861
 $181,419
 $365
 $(2,236) $179,548
Government-sponsored residential collateralized debt obligations 287,515
 855
 (1,403) 286,967
 184,185
 438
 (1,363) 183,260
Government-sponsored commercial mortgage-backed securities 21,144
 21
 (200) 20,965
 26,949
 23
 (442) 26,530
Government-sponsored commercial collateralized debt obligations 128,617
 626
 (271) 128,972
 164,433
 296
 (1,802) 162,927
Asset-backed securities 162,895
 43
 (3,037) 159,901
 166,336
 1,619
 (988) 166,967
Corporate debt securities 62,356
 91
 (2,487) 59,960
 76,787
 533
 (2,305) 75,015
Obligations of states and political subdivisions 201,217
 1,561
 (1,663) 201,115
 223,733
 127
 (7,484) 216,376
Total debt securities 1,020,337
 3,941
 (10,448) 1,013,830
 1,023,842
 3,401
 (16,620) 1,010,623
Marketable equity securities, by sector:                
Banks 41,558
 1,099
 (544) 42,113
 32,174
 482
 (243) 32,413
Industrial 109
 34
 
 143
 109
 58
 
 167
Mutual funds 2,854
 65
 (4) 2,915
Oil and gas 132
 36
 
 168
 131
 77
 
 208
Total marketable equity securities 44,653
 1,234
 (548) 45,339
 32,414
 617
 (243) 32,788
Total available for sale securities $1,064,990
 $5,175
 $(10,996) $1,059,169
 $1,056,256
 $4,018
 $(16,863) $1,043,411
Held to maturity:                
Debt securities:                
Government-sponsored residential mortgage-backed securities $2,205
 $244
 $
 $2,449
 $1,717
 $172
 $
 $1,889
Obligations of states and political subdivisions 12,360
 884
 (10) 13,234
 12,321
 654
 (35) 12,940
Total held to maturity securities $14,565
 $1,128
 $(10) $15,683
 $14,038
 $826
 $(35) $14,829
        
December 31, 2014        
Available for sale:        
Debt securities:        
U.S. Government and government-sponsored enterprise obligations $6,965
 $94
 $(237) $6,822
Government-sponsored residential mortgage-backed securities 165,199
 2,379
 (159) 167,419
Government-sponsored residential collateralized debt obligations 237,128
 1,365
 (360) 238,133
Government-sponsored commercial mortgage-backed securities 67,470
 1,081
 (253) 68,298
Government-sponsored commercial collateralized debt obligations 129,547
 737
 (598) 129,686
Asset-backed securities 181,198
 272
 (2,715) 178,755
Corporate debt securities 43,907
 35
 (1,697) 42,245
Obligations of states and political subdivisions 194,857
 1,572
 (657) 195,772
Total debt securities 1,026,271
 7,535
 (6,676) 1,027,130
Marketable equity securities, by sector:        
Banks 22,645
 277
 (340) 22,582
Industrial 109
 76
 
 185
Mutual funds 2,824
 89
 (3) 2,910
Oil and gas 131
 73
 
 204
Total marketable equity securities 25,709
 515
 (343) 25,881
Total available for sale securities $1,051,980
 $8,050
 $(7,019) $1,053,011
Held to maturity:        
Debt securities:        
Government-sponsored residential mortgage-backed securities $2,971
 $339
 $
 $3,310
Obligations of states and political subdivisions 12,397
 1,006
 
 13,403
Total held to maturity securities $15,368
 $1,345
 $
 $16,713

94


United Financial Bancorp, Inc. and Subsidiaries
Notes to Consolidated Financial Statements — (Continued)

At December 31, 2015,2017, the net unrealized loss on securities available for sale of $5.8$8.9 million, net of income taxes of $2.1$3.2 million, or $3.7$5.7 million, was included in accumulated other comprehensive loss. At December 31, 2014,2016, the net unrealized gain loss

99


on securities available for sale of $1.0$12.8 million, net of income taxes of $374,000,$4.6 million, or $656,000,$8.2 million, was included in accumulated other comprehensive loss.
The amortized cost and fair value of debt securities at December 31, 20152017 by contractual maturities are presented below. Actual maturities may differ from contractual maturities because the securities may be called or repaid without any penalties. Because mortgage-backed securities require periodic principal paydowns, they are not included in the maturity categories in the following maturity summary:
Available for Sale Held to MaturityAvailable for Sale Held to Maturity
Amortized
Cost
 
Fair
Value
 
Amortized
Cost
 
Fair
Value
Amortized
Cost
 
Fair
Value
 
Amortized
Cost
 
Fair
Value
(In thousands)(In thousands)
Maturity:              
Within 1 year$529
 $529
 $
 $
$
 $
 $
 $
After 1 year through 5 years9,340
 9,190
 1,193
 1,202
9,753
 9,996
 1,168
 1,171
After 5 years through 10 years66,078
 65,077
 
 
87,282
 87,334
 1,096
 1,032
After 10 years197,785
 196,368
 11,167
 12,032
241,067
 236,813
 10,016
 10,668
273,732
 271,164
 12,360
 13,234
338,102
 334,143
 12,280
 12,871
Government-sponsored mortgage-backed securities146,434
 145,861
 2,205
 2,449
Government-sponsored residential mortgage-backed securities235,646
 235,479
 1,318
 1,429
Government-sponsored residential collateralized debt obligations287,515
 286,967
 
 
134,652
 133,112
 
 
Government-sponsored commercial mortgage-backed securities21,144
 20,965
 
 
33,449
 33,255
 
 
Government-sponsored commercial collateralized debt obligations128,617
 128,972
 
 
151,035
 147,242
 
 
Asset-backed securities162,895
 159,901
 
 
166,559
 167,139
 
 
Total debt securities$1,020,337
 $1,013,830
 $14,565
 $15,683
$1,059,443
 $1,050,370
 $13,598
 $14,300
At December 31, 2015,2017, the Company had 114 encumbered99 securities, with a fair value of $446.0$469.4 million, pledged as derivative collateral and collateral for reverse repurchase borrowings. See Notes 1211 and 14.13.
For the years ended December 31, 2015, 20142017, 2016 and 2013,2015, proceeds from the sale of available for sale securities and gross realized gains and losses on the sale of available for sale securities are presented below:
 For the Years Ended December 31,
 2015 2014 2013
 (In thousands)
Proceeds from the sale of available for sale securities$280,564
 $511,044
 $44,880
Gross gains on the sale of available for sale securities3,090
 2,711
 804
Gross losses on the sale of available for sale securities2,151
 1,483
 219
 For the Years Ended December 31,
 2017 2016 2015
 (In thousands)
Proceeds from the sale of available for sale securities$315,339
 $268,162
 $280,564
Gross realized gains on the sale of available for sale securities3,774
 2,880
 3,090
Gross realized losses on the sale of available for sale securities2,992
 919
 2,151
As of December 31, 2015,2017, the Company did not have any exposure to private-label mortgage-backed securities. The Company did not own any single security with an aggregate book value in excess of 10% of the Company’s stockholders’ equity at December 31, 20152017 and 2014.2016.
The Company’s Management Investment Committee reviews state exposure in the obligations of states and political subdivisions portfolio on an ongoing basis. As of December 31, 2015,2017, the estimated fair value of this portfolio was $214.4$257.9 million, with no significant geographic exposure concentrations. Of the total revenuestate and general obligationspolitical subdivisions of $214.4$257.9 million, $101.9$110.0 million were representative of general obligation bonds for which $78.8$61.0 million are general obligations of political subdivisions of the respective state, rather than general obligations of the state itself.

95


United Financial Bancorp, Inc. and Subsidiaries
Notes to Consolidated Financial Statements — (Continued)
100



The following table summarizes gross unrealized losses and fair value, aggregated by category and length of time the securities have been in a continuous unrealized loss position, as of December 31, 20152017 and 2014:2016:
Less than 12 months 12 Months or More TotalLess than 12 months 12 Months or More Total
Fair
Value
 
Unrealized
Loss
 
Fair
Value
 
Unrealized
Loss
 
Fair
Value
 
Unrealized
Loss
Fair
Value
 
Unrealized
Loss
 
Fair
Value
 
Unrealized
Loss
 
Fair
Value
 
Unrealized
Loss
(In thousands)(In thousands)
December 31, 2015           
December 31, 2017           
Available for sale:                      
Debt securities:                      
U.S. Government and government sponsored enterprise obligations$4,867
 $(66) $4,977
 $(17) $9,844
 $(83)
Government-sponsored residential mortgage-backed securities107,142
 (1,183) 7,195
 (121) 114,337
 (1,304)$41,961
 $(203) $83,545
 $(743) $125,506
 $(946)
Government-sponsored residential collateralized debt obligations152,278
 (1,357) 3,506
 (46) 155,784
 (1,403)82,758
 (740) 43,359
 (816) 126,117
 (1,556)
Government-sponsored commercial mortgage-backed securities16,207
 (200) 
 
 16,207
 (200)21,196
 (74) 10,895
 (127) 32,091
 (201)
Government-sponsored commercial collateralized debt obligations38,151
 (221) 3,496
 (50) 41,647
 (271)27,965
 (291) 119,277
 (3,502) 147,242
 (3,793)
Asset-backed securities93,723
 (1,233) 49,462
 (1,804) 143,185
 (3,037)64,259
 (602) 4,756
 (71) 69,015
 (673)
Corporate debt securities42,102
 (797) 6,720
 (1,690) 48,822
 (2,487)25,403
 (257) 10,764
 (282) 36,167
 (539)
Obligations of states and political subdivisions47,878
 (946) 42,685
 (717) 90,563
 (1,663)26,341
 (312) 116,624
 (5,648) 142,965
 (5,960)
Total debt securities502,348
 (6,003) 118,041
 (4,445) 620,389
 (10,448)
Marketable equity securities18,449
 (287) 6,176
 (261) 24,625
 (548)
Total available for sale securities$520,797
 $(6,290) $124,217
 $(4,706) $645,014
 $(10,996)$289,883
 $(2,479) $389,220
 $(11,189) $679,103
 $(13,668)
                      
Held to Maturity:           
Debt Securities:           
Held to maturity:           
Debt securities:           
Obligations of states and political subdivisions$1,104
 $(10) 
 
 $1,104
 $(10)$2,130
 $(24) $1,032
 $(64) $3,162
 $(88)
Total held to maturity securities$1,104
 $(10) 
 
 $1,104
 $(10)$2,130
 $(24) $1,032
 $(64) $3,162
 $(88)
                      
December 31, 2014           
December 31, 2016           
Available for sale:                      
Debt securities:                      
U.S. Government and government sponsored enterprise obligations$
 $
 $4,757
 $(237) $4,757
 $(237)
Government-sponsored residential mortgage-backed securities1,492
 (11) 19,785
 (148) 21,277
 (159)156,000
 (2,236) 
 
 156,000
 (2,236)
Government-sponsored residential collateralized debt obligations35,769
 (124) 17,443
 (236) 53,212
 (360)109,468
 (1,082) 6,691
 (281) 116,159
 (1,363)
Government-sponsored commercial mortgage-backed securities14,118
 (15) 16,337
 (238) 30,455
 (253)23,808
 (442) 
 
 23,808
 (442)
Government-sponsored commercial collateralized debt obligations62,477
 (551) 4,991
 (47) 67,468
 (598)128,238
 (1,802) 
 
 128,238
 (1,802)
Asset-backed securities128,808
 (2,080) 20,146
 (635) 148,954
 (2,715)23,415
 (163) 20,326
 (825) 43,741
 (988)
Corporate debt securities30,634
 (501) 5,054
 (1,196) 35,688
 (1,697)43,990
 (885) 3,335
 (1,420) 47,325
 (2,305)
Obligations of states and political subdivisions55,029
 (419) 18,568
 (238) 73,597
 (657)156,891
 (5,620) 41,136
 (1,864) 198,027
 (7,484)
Total debt securities328,327
 (3,701) 107,081
 (2,975) 435,408
 (6,676)641,810
 (12,230) 71,488
 (4,390) 713,298
 (16,620)
Marketable equity securities:12,716
 (340) 140
 (3) 12,856
 (343)19,002
 (243) 
 
 19,002
 (243)
Total$341,043
 $(4,041) $107,221
 $(2,978) $448,264
 $(7,019)$660,812
 $(12,473) $71,488
 $(4,390) $732,300
 $(16,863)
           
Held to maturity:           
Debt securities:           
Obligations of states and political subdivisions$
 $
 $1,070
 $(35) $1,070
 $(35)
Total held to maturity securities$
 $
 $1,070
 $(35) $1,070
 $(35)

96


United Financial Bancorp, Inc. and Subsidiaries
Notes to Consolidated Financial Statements — (Continued)

Of the securities summarized above as of December 31, 2015, 1462017, 75 issues had unrealized losses equaling 1.2%of less than 1% of the amortized cost basis for less than twelve months and 96100 issues had unrealized losses equaling 3.7%2.8% of the amortized cost basis for twelve months or more. As of December 31, 2014, 1552016, 170 issues had unrealized losses for less than twelve months and 7831 issues had losses for twelve months or more.

101


Management believes that no individual unrealized loss as of December 31, 20152017 represents an other-than-temporary impairment, based on its detailed quarterly review of the securities portfolio. Among other things, the other-than-temporary impairment review of the investment securities portfolio focuses on the combined factors of percentage and length of time by which an issue is below book value as well as consideration of issuer specific information (present value of cash flows expected to be collected, issuer rating changes and trends, credit worthiness and review of underlying collateral), broad market details and the Company’s intent to sell the security or if it is more likely than not that the Company will be required to sell the debt security before recovering its cost. The Company also considers whether the depreciation is due to interest rates, changes in market credit spread levels or credit risk.
The following paragraphs outline the Company’s position related to unrealized losses in its investment securities portfolio at December 31, 2015:2017:
U.S. Government and government-sponsored enterprises. The unrealized losses on the Company’s U.S. Government and government-sponsored securities were primarily caused by changes in interest rates and interest rate expectations. The Company does not expect these securities to settle at a price less than the par value of the securities.
U.S. Government and government-sponsored collateralized mortgage obligations and commercial mortgage-backed securities.Government-sponsored obligations. The unrealized losses on the Company’s U.S. Government and government-sponsored collateralized debt obligations and commercial mortgage backed securities were caused by the increase in average prepayment speeds given the path of the government yield curve over the period.interest rates and interest rate expectations. The Company monitors this risk, and therefore, strives to minimize premiums within this security class. The Company does not expect these securities to settle at a price less than the par value of the securities.
Obligations of states and political subdivisions. The unrealized loss on obligations of states and political subdivisions relates to securities with no geographic concentration. The unrealized loss was due to an upward shift in certain shorter parts of the municipal bond yield curveinterest rates that resulted in a negative impact to the respective bonds’bond’s pricing, relative to the time of purchase.
Corporate debt securities. The unrealized losses on corporate debt securities is primarily relatedrelates to one pooled trust preferred security, Preferred Term Security XXVIII, Ltd (“PRETSL XXVIII”).securities with no company specific concentration. The unrealized loss on this security is primarily caused by the overall lowwas due to an upward shift in interest rate environment because it reprices quarterlyrates that resulted in a negative impact to the three month LIBOR and market spreads on similar securities have increased. No lossrespective bonds’ pricing, relative to the time of principal or break in yield is projected. Based on the existing credit profile, management does not believe that this security will suffer from any credit related losses. The unrealized loss on the remainder of the corporate credit portfolio has been driven primarily by a general widening in credit spreads across the curve. purchase.
Asset-Backed SecuritiesAsset-backed securitiesThe unrealized losses on certain securities within the Company’s asset-backed securities portfolio were largely driven a general wideningby slight increases in creditthe spreads acrossof certain managers over comparable securities’ managers relative to the yield curve. The majoritytime of these securities have resetting coupons that adjust on quarterly basis and the market spreads on similar securities have increased.purchase.  Based on the credit profiles and asset qualities of the individual securities, management does not believe that the securities will sufferhave suffered from any credit related losses.losses at this time. The Company does not expect these securities to settle at a price less than the par value of the securities.
The Company will continue to review its entire portfolio for other-than-temporarily impaired securities with additional attention being given to high risk securities such as the one pooled trust preferred security that the Company owns.securities.

97


United Financial Bancorp, Inc. and Subsidiaries
Notes to Consolidated Financial Statements — (Continued)
102


Note 7.LOANS RECEIVABLE AND ALLOWANCE FOR LOAN LOSSES
A summary of the Company’s loan portfolio at December 31, 20152017 and 20142016 is as follows:
 December 31,
 2015 2014
 (In thousands)
Real estate loans:   
Residential$1,611,197
 $1,413,739
Commercial1,995,332
 1,678,936
Construction171,006
 185,843
Total real estate loans3,777,535
 3,278,518
Commercial business loans603,332
 613,596
Installment and collateral loans233,064
 5,752
Total loans4,613,931
 3,897,866
Net deferred loan costs and premiums7,018
 4,006
Allowance for loan losses(33,887) (24,809)
Loans — net$4,587,062
 $3,877,063
 December 31,
 2017 2016
 Amount Percent Amount Percent
 (In thousands)
Commercial real estate loans       
Owner occupied commercial real estate$445,820
 8.3% $416,718
 8.5%
Investor non-owner occupied commercial real estate1,854,459
 34.7
 1,705,319
 34.8
Commercial construction78,083
 1.5
 98,794
 2.0
Total commercial real estate loans2,378,362
 44.5
 2,220,831
 45.3
        
Commercial business loans840,312
 15.7
 724,557
 14.8
        
Consumer loans       
Residential real estate1,204,401
 22.6
 1,156,227
 23.6
Home equity583,180
 10.9
 536,772
 11.0
Residential construction40,947
 0.8
 53,934
 1.1
Other consumer292,781
 5.5
 209,393
 4.3
Total consumer loans2,121,309
 39.8
 1,956,326
 39.9
        
Total loans5,339,983
 100.0% 4,901,714
 100.0%
Net deferred loan costs and premiums14,794
   11,636
  
Allowance for loan losses(47,099)   (42,798)  
Loans - net$5,307,678
   $4,870,552
  
At December 31, 2015,2017, the Company had pledged $978.2 million$1.43 billion and $185.0$195.0 million of eligible loan collateral to support available borrowing capacity at the FHLBB and FRB, respectively. See Note 12.11.
Acquired Loans: Gross loans acquired from the Legacy United merger totaled $1.88 billion. Acquired performing loans totaled $1.86 billion with a fair value of $1.83 billion. The Company’s best estimate at the acquisition date of contractual cash flows not expected to be collected on acquired performing loans was $29.1 million. Loans acquired and determined to be impaired totaled $18.5 million. During December
In 2015, the Company purchased three loan portfolios consisting of marine finance consumer loans, Title 1 home improvement loans and home equity lines of credit. GrossThe Company continued to purchase home equity lines of credit in 2016 and 2017. Furthermore, in 2017, the Company purchased two additional loan portfolios consisting of consumer home improvement loans purchased totaled $330.5 million, theand manufactured home loans. The outstanding principal balance of whichpurchased loans serviced by others at December 31, 20152017 and 2016 was $324.3 million.$470.4 million and $377.5 million, respectively.
The impaired loans are accounted for in accordance with ASC 310-30. At December 31, 2015,2017, the net recorded carrying amount of loans accounted for under ASC 310-30 was $6.3$1.7 million and the aggregate outstanding principal balance was $12.1$1.9 million.
The following table summarizes the activity in the non-accretable purchased accounting adjustments for purchased credit impaired acquired loans for the periods presented:
 For the Year Ended December 31,
 2015 2014
 (In thousands)
Balance at beginning of period$(7,989) $
Acquisitions(3,674) (8,650)
Accretion223
 648
Paid off2,533
 13
Reclassification to accretable3,097
 
Balance at end of year$(5,810) $(7,989)

98
103


United Financial Bancorp, Inc. and Subsidiaries
Notes to Consolidated Financial Statements — (Continued)

Allowance for Loan LossesLosses.. Changes in the allowance for loan losses for the years ended December 31, 2015, 20142017, 2016 and 20132015 are as follows:
Residential
Real Estate
 
Commercial
Real Estate
 Construction 
Commercial
Business
 
Installment
and
Collateral
 Unallocated TotalOwner-occupied CRE Investor CRE Construction Commercial
Business
 Residential Real Estate Home Equity Other Consumer Unallocated Total
(In thousands)(In thousands)
December 31, 2015             
December 31, 2017                 
Balance, beginning of year$7,927
 $9,418
 $1,470
 $5,808
 $75
 $111
 $24,809
$3,765
 $14,869
 $1,913
 $8,730
 $7,854
 $2,858
 $1,353
 $1,456
 $42,798
Provision (credit) for loan losses3,155
 6,291
 891
 1,693
 292
 683
 13,005
Provision for loan losses60
 1,623
 195
 2,988
 428
 1,085
 2,728
 289
 9,396
Loans charged off(1,171) (1,018) (466) (2,513) (324) 
 (5,492)(103) (735) (507) (1,984) (736) (779) (1,840) 
 (6,684)
Recoveries of loans previously charged off281
 342
 
 839
 103
 
 1,565
32
 159
 
 874
 148
 94
 282
 
 1,589
Balance, end of year$10,192
 $15,033
 $1,895
 $5,827
 $146
 $794
 $33,887
$3,754
 $15,916
 $1,601
 $10,608
 $7,694
 $3,258
 $2,523
 $1,745
 $47,099
December 31, 2014             
December 31, 2016                 
Balance, beginning of year$6,396
 $8,288
 $829
 $3,394
 $29
 $247
 $19,183
$2,174
 $12,859
 $1,895
 $5,827
 $7,801
 $2,391
 $146
 $794
 $33,887
Provision (credit) for loan losses3,250
 1,880
 641
 3,723
 138
 (136) 9,496
Provision for loan losses1,704
 2,806
 15
 3,364
 1,022
 1,096
 2,768
 662
 13,437
Loans charged off(1,894) (750) 
 (1,406) (139) 
 (4,189)(169) (1,207) 
 (1,018) (1,043) (742) (1,710) 
 (5,889)
Recoveries of loans previously charged off175
 
 
 97
 47
 
 319
56
 411
 3
 557
 74
 113
 149
 
 1,363
Balance, end of year$7,927
 $9,418
 $1,470
 $5,808
 $75
 $111
 $24,809
$3,765
 $14,869
 $1,913
 $8,730
 $7,854
 $2,858
 $1,353
 $1,456
 $42,798
December 31, 2013             
December 31, 2015                 
Balance, beginning of year$6,194
 $8,051
 $807
 $2,916
 $29
 $480
 $18,477
$1,281
 $8,137
 $1,470
 $5,808
 $5,998
 $1,929
 $75
 $111
 $24,809
Provision (credit) for loan losses876
 382
 272
 650
 99
 (233) 2,046
Provision for loan losses1,074
 5,217
 891
 1,693
 2,268
 887
 292
 683
 13,005
Loans charged off(811) (145) (250) (190) (124) 
 (1,520)(181) (837) (466) (2,513) (744) (427) (324) 
 (5,492)
Recoveries of loans previously charged off137
 
 
 18
 25
 
 180

 342
 
 839
 279
 2
 103
 
 1,565
Balance, end of year$6,396
 $8,288
 $829
 $3,394
 $29
 $247
 $19,183
$2,174
 $12,859
 $1,895
 $5,827
 $7,801
 $2,391
 $146
 $794
 $33,887

99


United Financial Bancorp, Inc. and Subsidiaries
Notes to Consolidated Financial Statements — (Continued)
104



Further information pertaining to the allowance for loan losses and impaired loans at December 31, 20152017 and 20142016 follows:
Residential
Real Estate
 
Commercial
Real Estate
 Construction 
Commercial
Business
 
Installment
and
Collateral
 Unallocated TotalOwner-occupied CRE Investor CRE Construction Commercial
Business
 Residential Real Estate Home Equity Other Consumer Unallocated Total
(In thousands)(In thousands)
December 31, 2015             
December 31, 2017December 31, 2017                
Allowance related to loans individually evaluated and deemed impaired$60
 $
 $
 $400
 $60
 $
 $
 $
 $520
Allowance related to loans collectively evaluated and not deemed impaired3,694
 15,916
 1,601
 10,208
 7,634
 3,258
 2,523
 1,745
 46,579
Total allowance for loan losses$3,754
 $15,916
 $1,601
 $10,608
 $7,694
 $3,258
 $2,523
 $1,745
 $47,099
                 
Loans deemed impaired$2,300
 $8,414
 $2,273
 $5,681
 $18,301
 $8,547
 $395
 $
 $45,911
Loans not deemed impaired443,520
 1,845,815
 116,757
 834,631
 1,186,100
 574,633
 290,898
 
 5,292,354
Loans acquired with deteriorated credit quality
 230
 
 
 
 
 1,488
 
 1,718
Total loans$445,820
 $1,854,459
 $119,030
 $840,312
 $1,204,401
 $583,180
 $292,781
 $
 $5,339,983
                 
December 31, 2016December 31, 2016                
Allowance related to loans individually evaluated and deemed impaired$74
 $
 $147
 $121
 $
 $
 $342
$
 $
 $
 $646
 $68
 $
 $
 $
 $714
Allowance related to loans collectively evaluated and not deemed impaired10,118
 15,033
 1,748
 5,531
 146
 794
 33,370
3,765
 14,869
 1,913
 7,862
 7,786
 2,858
 1,353
 1,456
 41,862
Allowance related to loans acquired with deteriorated credit quality
 
 
 175
 
 
 175

 
 
 222
 
 
 
 
 222
Total allowance for loan losses$10,192
 $15,033
 $1,895
 $5,827
 $146
 $794
 $33,887
$3,765
 $14,869
 $1,913
 $8,730
 $7,854
 $2,858
 $1,353
 $1,456
 $42,798
                              
Loans deemed impaired$20,592
 $17,960
 $4,660
 $13,035
 $8
 $
 $56,255
$3,331
 $9,949
 $3,325
 $7,812
 $16,563
 $6,910
 $2,220
 $
 $50,110
Loans not deemed impaired1,590,605
 1,975,349
 166,346
 588,982
 230,061
 
 4,551,343
413,387
 1,694,190
 149,403
 715,436
 1,139,664
 529,862
 205,136
 
 4,847,078
Loans acquired with deteriorated credit quality
 2,023
 
 1,315
 2,995
 
 6,333

 1,180
 
 1,309
 
 
 2,037
 
 4,526
Total loans$1,611,197
 $1,995,332
 $171,006
 $603,332
 $233,064
 $
 $4,613,931
$416,718
 $1,705,319
 $152,728
 $724,557
 $1,156,227
 $536,772
 $209,393
 $
 $4,901,714
             
December 31, 2014             
Allowance related to loans individually evaluated and deemed impaired$28
 $316
 $33
 $882
 $
 $
 $1,259
Allowance related to loans collectively evaluated and not deemed impaired7,899
 9,102
 1,437
 4,710
 75
 111
 23,334
Allowance related to loans acquired with deteriorated credit quality
 
 
 216
 
 
 216
Total allowance for loan losses$7,927
 $9,418
 $1,470
 $5,808
 $75
 $111
 $24,809
             
Loans deemed impaired$15,981
 $19,514
 $2,610
 $5,846
 $46
 $
 $43,997
Loans not deemed impaired1,397,758
 1,654,917
 180,548
 604,055
 5,706
 
 3,842,984
Loans acquired with deteriorated credit quality
 4,505
 2,685
 3,695
 
 
 10,885
Total loans$1,413,739
 $1,678,936

$185,843

$613,596

$5,752

$
 $3,897,866

100


United Financial Bancorp, Inc. and Subsidiaries
Notes to Consolidated Financial Statements — (Continued)
105



Past Due and Non-Accrual Loans. The following is a summary of past due and non-accrual loans at December 31, 20152017 and 2014:2016:
 
30-59
Days
Past Due
 
60-89
Days
Past Due
 
Past Due 90
Days or
More
 
Total
Past Due
 
Past Due 90
Days or More
and Still Accruing
 
Loans on
Non-accrual
 (In thousands)
December 31, 2015           
Real estate loans:           
Residential$10,516
 $2,758
 $8,485
 $21,759
 $238
 $19,122
Commercial4,054
 2,689
 6,024
 12,767
 
 11,620
Construction214
 449
 2,135
 2,798
 
 2,808
Commercial business526
 266
 2,804
 3,596
 66
 4,244
Installment and collateral17
 3
 8
 28
 3
 8
Total$15,327
 $6,165
 $19,456
 $40,948
 $307
 $37,802
December 31, 2014           
Real estate loans:           
Residential$18,913
 $3,954
 $7,320
 $30,187
 $
 $13,972
Commercial7,734
 3,967
 9,509
 21,210
 2,361
 12,514
Construction1,403
 227
 695
 2,325
 84
 611
Commercial business2,782
 3,812
 7,486
 14,080
 2,307
 5,217
Installment and collateral34
 
 12
 46
 
 44
Total$30,866
 $11,960
 $25,022
 $67,848
 $4,752
 $32,358
 
30-59
Days
Past Due
 
60-89
Days
Past Due
 
Past Due 90
Days or
More
 
Total
Past Due
 
Past Due 90
Days or More
and Still Accruing
 
Loans on
Non-accrual
 (In thousands)
December 31, 2017           
Owner-occupied CRE$1,195
 $455
 $1,297
 $2,947
 $
 $1,735
Investor CRE849
 92
 1,212
 2,153
 206
 1,821
Construction
 
 1,398
 1,398
 
 1,398
Commercial business loans1,069
 3,465
 1,219
 5,753
 650
 4,987
Residential real estate3,187
 2,297
 5,633
 11,117
 
 14,860
Home equity1,319
 498
 3,281
 5,098
 
 6,466
Other consumer947
 241
 491
 1,679
 97
 395
Total$8,566
 $7,048
 $14,531
 $30,145
 $953
 $31,662
            
December 31, 2016           
Owner-occupied CRE$482
 $15
 $1,667
 $2,164
 $
 $2,733
Investor CRE2,184
 697
 3,260
 6,141
 
 4,858
Construction709
 
 1,933
 2,642
 
 2,138
Commercial business loans3,289
 41
 2,373
 5,703
 38
 2,409
Residential real estate2,826
 22
 7,863
 10,711
 308
 14,393
Home equity2,232
 722
 2,797
 5,751
 56
 5,330
Other consumer838
 379
 1,095
 2,312
 348
 2,202
Total$12,560
 $1,876
 $20,988
 $35,424
 $750
 $34,063
At December 31, 2015,2017 and 2016, loans reported as past due 90 days or more and still accruing totaled $953,000 and $750,000, respectively, and represent Legacy United purchased credit impaired loans for whichthat were evaluated by management and maintained on accrual status based on an accretable fair value interest mark is being recognized and one loan which is fully guaranteed byevaluation of the U.S. Government. borrower and/or related guarantors.

101


United Financial Bancorp, Inc. and Subsidiaries
Notes to Consolidated Financial Statements — (Continued)
106



Impaired Loans. The following is a summary of impaired loans with and without a valuation allowance as of December 31, 20152017 and 2014:2016:
December 31, 2015 December 31, 2014December 31, 2017 December 31, 2016
Recorded
Investment
 
Unpaid
Principal
Balance
 
Related
Allowance
 
Recorded
Investment
 
Unpaid
Principal
Balance
 
Related
Allowance
Recorded
Investment
 
Unpaid
Principal
Balance
 
Related
Allowance
 
Recorded
Investment
 
Unpaid
Principal
Balance
 
Related
Allowance
(In thousands)(In thousands)
Impaired loans without a valuation allowance:                      
Real estate loans:           
Residential$19,315
 $22,829
   $15,233
 $17,143
  
Commercial17,960
 20,381
   18,408
 21,202
  
Owner-occupied CRE$2,183
 $2,891
   $3,331
 $4,107
  
Investor CRE8,414
 8,577
   9,949
 10,601
  
Construction4,442
 6,869
   2,384
 2,441
  2,273
 2,658
   3,325
 5,051
  
Commercial business loans12,634
 14,477
   3,804
 6,129
  2,446
 3,317
   3,742
 4,856
  
Installment and collateral loans8
 11
   46
 34
  
Residential real estate16,645
 17,929
   15,312
 18,440
  
Home equity8,547
 9,583
   6,910
 7,864
  
Other consumer395
 398
   2,220
 2,220
  
Total54,359
 64,567
   39,875
 46,949
  40,903
 45,353
   44,789
 53,139
  
           
Impaired loans with a valuation allowance:                      
Real estate loans:           
Residential1,277
 1,292
 $74
 748
 892
 $28
Commercial
 
 
 1,106
 1,271
 316
Construction218
 218
 147
 226
 226
 33
Commercial business loans401
 401
 121
 2,042
 2,098
 882
$3,235
 $3,767
 $400
 $4,070
 $4,168
 $646
Residential real estate1,656
 1,711
 60
 1,251
 1,267
 68
Owner-occupied CRE117
 117
 60
 
 
 
Total1,896
 1,911
 342
 4,122
 4,487
 1,259
5,008
 5,595
 520
 5,321
 5,435
 714
Total impaired loans$56,255
 $66,478
 $342
 $43,997
 $51,436
 $1,259
$45,911
 $50,948
 $520
 $50,110
 $58,574
 $714
The following is a summary of average recorded investment in impaired loans and interest income recognized on those loans for the years ended December 31, 2015, 20142017, 2016 and 2013:2015:
For the Year Ended 
 December 31, 2015
 For the Year Ended 
 December 31, 2014
 For the Year Ended 
 December 31, 2013
For the Year Ended 
 December 31, 2017
 For the Year Ended 
 December 31, 2016
 For the Year Ended 
 December 31, 2015
Average
Recorded
Investment
 
Interest
Income
Recognized
 
Average
Recorded
Investment
 
Interest
Income
Recognized
 
Average
Recorded
Investment
 
Interest
Income
Recognized
Average
Recorded
Investment
 
Interest
Income
Recognized
 
Average
Recorded
Investment
 
Interest
Income
Recognized
 
Average
Recorded
Investment
 
Interest
Income
Recognized
(In thousands)(In thousands)
Impaired loans:                      
Real estate loans:           
Residential$18,213
 $616
 $12,721
 $451
 $9,999
 $432
Commercial18,424
 694
 11,868
 284
 4,407
 45
Owner-occupied CRE$2,840
 $97
 $3,924
 $150
 $2,258
 $144
Investor CRE9,736
 370
 11,363
 447
 16,166
 550
Construction3,784
 299
 2,646
 81
 2,720
 46
2,429
 87
 4,087
 124
 3,784
 299
Commercial business loans7,835
 431
 3,087
 121
 1,525
 46
7,562
 258
 12,167
 282
 7,835
 431
Installment and collateral loans24
 
 110
 1
 36
 2
Residential real estate17,519
 789
 16,485
 715
 14,645
 579
Home equity7,788
 281
 5,856
 202
 3,568
 37
Other consumer1,197
 
 819
 1
 24
 
Total$48,280
 $2,040
 $30,432
 $938
 $18,687
 $571
$49,071
 $1,882
 $54,701
 $1,921
 $48,280
 $2,040
No additional funds are committed to be advanced in connection with impaired loans other than those noted below in conjunction with TDRs.


107


Troubled Debt Restructurings (“TDR”). The restructuring of a loan is considered a “troubled debt restructuring”TDR if both (i) the restructuring constitutes a concession by the creditor and (ii) the debtor is experiencing financial difficulties. A TDR may include (i) a transfer from the debtor to the creditor of receivables from third parties, real estate, or other assets to satisfy fully or

102


United Financial Bancorp, Inc. and Subsidiaries
Notes to Consolidated Financial Statements — (Continued)

partially a debt, (ii) issuance or other granting of an equity interest to the creditor by the debtor to satisfy fully or partially a debt unless the equity interest is granted pursuant to existing terms for converting debt into an equity interest, and (iii) modifications of terms of a debt.
The following table provides detail of TDR balances for the periods presented:
At December 31,
2015
 At December 31,
2014
At December 31,
2017
 At December 31,
2016
(In thousands)(In thousands)
Recorded investment in TDRs:      
Accrual status$18,453
 $11,638
$14,249
 $16,048
Non-accrual status5,611
 4,169
8,475
 7,304
Total recorded investment in TDRs$24,064
 $15,807
$22,724
 $23,352
Accruing TDRs performing under modified terms more than one year$5,821
 $1,919
$7,783
 $10,020
Specific reserves for TDRs included in the balance of allowance for loan losses$223
 $380
$520
 $714
Additional funds committed to borrowers in TDR status$513
 $210
$29
 $3
Loans restructured as TDRs during 20152017 and 20142016 are set forth in the following table:
For the Year Ended 
 December 31, 2015
 For the Year Ended 
 December 31, 2014
For the Year Ended 
 December 31, 2017
 For the Year Ended 
 December 31, 2016
(Dollars in thousands)
Number
of
Contracts
 
Pre-Modification
Outstanding  Recorded
Investment
 
Post-Modification
Outstanding  Recorded
Investment
 
Number
of
Contracts
 
Pre-Modification
Outstanding  Recorded
Investment
 
Post-Modification
Outstanding  Recorded
Investment
Number
of
Contracts
 
Pre-Modification
Outstanding  Recorded
Investment
 
Post-Modification
Outstanding  Recorded
Investment
 
Number
of
Contracts
 
Pre-Modification
Outstanding  Recorded
Investment
 
Post-Modification
Outstanding  Recorded
Investment
Owner-occupied CRE
 $
 $
 5
 $654
 $666
Investor CRE1
 5,038
 5,038
 
 
 
Construction
 
 
 2
 67
 67
Commercial business loans5
 482
 482
 8
 3,033
 5,006
Residential real estate38
 $4,632
 $4,642
 16
 $2,497
 $2,497
9
 1,598
 1,627
 13
 1,320
 1,329
Commercial real estate2
 791
 791
 6
 1,450
 1,450
Construction2
 564
 564
 15
 4,161
 4,161
Commercial business8
 9,180
 9,680
 8
 1,121
 1,121
Installment & collateral
 
 
 1
 2
 2
Home equity21
 2,476
 2,483
 18
 1,572
 1,574
Other consumer
 
 
 1
 132
 132
Total TDRs50
 $15,167
 $15,677
 46
 $9,231
 $9,231
36
 $9,594
 $9,630
 47
 $6,778
 $8,774

103


United Financial Bancorp, Inc. and Subsidiaries
Notes to Consolidated Financial Statements — (Continued)
108



The following table provides information on how loans were modified as TDRs during the periods indicated:
 For the Year Ended December 31, 2015 For the Year Ended December 31, 2017
 Extended
Maturity
 Adjusted
Interest
Rates
 Adjusted Rate and Maturity Payment Deferral Other Extended
Maturity
 Adjusted
Interest
Rates
 Adjusted Rate and Maturity Payment Deferral Other
 (In thousands) (In thousands)
Investor CRE $
 $
 $
 $
 $5,038
Commercial business loans 211
 
 
 
 271
Residential real estate $
 $1,202
 $1,659
 $814
 $967
 266
 
 234
 929
 169
Commercial real estate 538
 
 253
 
 
Construction 564
 
 
 
 
Commercial business 9,673
 
 7
 
 
Home equity 938
 
 824
 714
 
Total $10,775
 $1,202
 $1,919
 $814
 $967
 $1,415
 $
 $1,058
 $1,643
 $5,478
                    
                    
 For the Year Ended December 31, 2014 For the Year Ended December 31, 2016
 Extended
Maturity
 Adjusted
Interest
Rates
 Adjusted Rate and Maturity Payment Deferral Other Extended
Maturity
 Adjusted
Interest
Rates
 Adjusted Rate and Maturity Payment Deferral Other
 (In thousands) (In thousands)
Owner-occupied CRE $510
 $
 $86
 $
 $58
Construction 23
 
 44
 
 
Commercial business loans 2,350
 
 243
 348
 92
Residential real estate $80
 $1,008
 $
 $732
 $677
 87
 
 672
 561
 
Commercial real estate 448
 564
 438
 
 
Construction 3,980
 
 
 
 181
Commercial business 548
 
 57
 
 516
Installment and collateral 
 
 
 2
 
Home equity 
 261
 707
 604
 
Other consumer 
 
 132
 
 
Total $5,056
 $1,572
 $495
 734
 $1,374
 $2,970
 $261
 $1,884
 $1,513
 $150
Loans restructured as TDRs during 20132015 totaled $8.3$15.7 million consisting of 1950 loans. The majority of the balance was concentrated in commercial real estate,business loans, consisting of foureight loans, for which the maturity was extended.
TDRs that subsequently defaulted within twelve months of restructuring during the years ended December 31, 20152017 and 20142016 follows:
For the Year Ended 
 December 31, 2015
 For the Year Ended 
 December 31, 2014
For the Year Ended 
 December 31, 2017
 For the Year Ended 
 December 31, 2016
(Dollars in thousands)
Number
of
Contracts
 
Recorded
Investment
 
Number
of
Contracts
 
Recorded 
Investment
Number
of
Contracts
 
Recorded
Investment
 
Number
of
Contracts
 
Recorded 
Investment
(Dollars in thousands)
Residential real estate5
 $769
 
 $
3
 $170
 3
 $456
Commercial real estate2
 806
 2
 3,360
Home equity
 
 1
 151
Commercial business
 
 2
 495
Total troubled debt restructuring7
 $1,575
 2
 $3,360
3
 $170
 6
 $1,102
The financial impact of the TDR loans has been minimal to date. Typically, residential loans are restructured with a modification and extension of the loan amortization and maturity at substantially the same interest rate as contained in the original credit extension. As part of the TDR process, the current value of the property is compared to the Company’s carrying value and if not fully supported, a write downcharge-off is processed through the allowance for loan losses. Commercial real estate loans, commercial construction loans, and commercial business loans also contain payment modification agreements and a like assessment of the underlying collateral value is performed if the borrower’s cash flow may be inadequate to service the entire obligation.
Credit Quality Information. The Company utilizes a nine-grade internal loan rating system for residential and commercial real estate, construction, commercial and installment and collateral loans as follows:
Loans rated 1 — 5:    Loans in these categories are considered “pass” rated loans with low to average risk.

109


Loans rated 6:    Loans in this category are considered “special mention.” These loans reflect signs of potential weakness and are being closely monitored by management.

104


United Financial Bancorp, Inc. and Subsidiaries
Notes to Consolidated Financial Statements — (Continued)

Loans rated 7:    Loans in this category are considered “substandard.” Generally, a loan is considered substandard if it is inadequately protected by the current net worth and paying capacity of the obligor and/or the collateral pledged. There is a distinct possibility that the Company will sustain some loss if the weakness is not corrected.
Loans rated 8:    Loans in this category are considered “doubtful.” Loans classified as doubtful have all the weaknesses inherent in those classified as substandard, with the added characteristic that the weaknesses make collection or liquidation in full, on the basis of currently existing facts, highly questionable and improbable.
Loans rated 9:    Loans in this category are considered uncollectible (“loss”) and of such little value that their continuance as loans is not warranted.
At the time of loan origination, a risk rating based on this nine-point grading system is assigned to each loan based on the loan officer’s assessment of risk. For residential real estate and installment and collateralother consumer loans, the Company considers factors such as updated FICO scores, employment status, home prices, loan to value and geography. On an ongoing basis for portfolio monitoring purposes, the Company estimates the current value of property secured as collateral for impaired home equity and residential first mortgage lending products. Residential real estate, home equity, and installmentother consumer loans are pass rated unless their payment history reveals signs of deterioration, which may result in modifications to the original contractual terms. In situations which require modification to the loan terms, the internal loan grade will typically be reduced to substandard. More complex loans, such as commercial business loans, construction loans and commercial real estate loans require that our internal credit area further evaluate the risk rating of the individual loan, with the credit area and Chief Credit Officer having final determination of the appropriate risk rating. These more complex loans and relationships receive an in-depth analysis and periodic review to assess the appropriate risk rating on a post-closing basis with changes made to the risk rating as the borrower’s and economic conditions warrant. The credit quality of the Company’s loan portfolio is reviewed by a third-party risk assessment firm on a quarterly basis and by the Company’s internal credit management function. The internal and external analysis of the loan portfolio is utilized to identify and quantify loans with higher than normal risk. Loans having a higher risk profile are assigned a risk rating corresponding to the level of weakness identified in the loan. All loans risk rated Special Mention, Substandard or Doubtful are reviewed by management not less than on a quarterly basis to assess the level of risk and to ensure that appropriate actions are being taken to minimize potential loss exposure. Loans identified as being loss are fully charged off.
The following table presents the Company’s loans by risk rating at December 31, 20152017 and 2014:2016:
Residential
Real Estate
 
Commercial
Real Estate
 Construction 
Commercial
Business
 
Installment
and
Collateral
Owner-Occupied CRE Investor CRE Construction Commercial
Business
 Residential Real Estate Home Equity Other Consumer
(In thousands)(In thousands)
December 31, 2015         
December 31, 2017             
Loans rated 1 — 5$1,589,095
 $1,909,091
 $156,607
 $568,248
 $233,054
$423,720
 $1,829,762
 $117,583
 $811,604
 $1,186,753
 $576,592
 $292,386
Loans rated 61,379
 48,522
 10,860
 8,382
 
4,854
 10,965
 49
 15,816
 1,948
 89
 
Loans rated 720,720
 37,719
 3,539
 26,655
 10
17,246
 13,732
 1,398
 12,892
 15,700
 6,499
 395
Loans rated 8
 
 
 47
 

 
 
 
 
 
 
Loans rated 93
 
 
 
 

 
 
 
 
 
 
$1,611,197
 $1,995,332
 $171,006
 $603,332
 $233,064
$445,820
 $1,854,459
 $119,030
 $840,312
 $1,204,401
 $583,180
 $292,781
December 31, 2014         
December 31, 2016             
Loans rated 1 — 5$1,396,866
 $1,606,420
 $174,629
 $570,808
 $5,488
$388,389
 $1,656,256
 $150,411
 $698,458
 $1,139,662
 $531,359
 $207,193
Loans rated 61,981
 28,616
 4,652
 21,589
 
7,139
 18,040
 204
 7,466
 1,267
 
 
Loans rated 714,892
 43,900
 6,562
 21,154
 264
21,190
 31,023
 2,113
 18,633
 15,298
 5,413
 2,200
Loans rated 8
 
 
 45
 

 
 
 
 
 
 
Loans rated 9
 
 
 
 

 
 
 
 
 
 
$1,413,739
 $1,678,936
 $185,843
 $613,596
 $5,752
$416,718
 $1,705,319
 $152,728
 $724,557
 $1,156,227
 $536,772
 $209,393

105


United Financial Bancorp, Inc. and Subsidiaries
Notes to Consolidated Financial Statements — (Continued)
110



Related Party Loans. In the normal course of business, the Company grants loans to executive officers, Directors and other related parties. Changes in loans outstanding to such related parties for the years ended December 31, 20152017 and 20142016 are as follows:
2015 20142017 2016
(In thousands)(In thousands)
Balance, beginning of year$3,722
 $2,020
$2,285
 $2,645
Loans related to parties who terminated service during the year(1,495) (948)(776) 
Additional loans and advances875
 2,848
600
 390
Repayments(457) (198)(213) (750)
Balance, end of year$2,645
 $3,722
$1,896
 $2,285
As of December 31, 20152017 and 2014,2016, all related party loans were performing.
Related party loans were made on the same terms as those for comparable loans and transactions with unrelated parties, other than certain mortgage loans which were made to employees with over one year of service with the Company which have rates 0.50% below market rates at the time of origination.
Loan Servicing
The Company services certain residential and commercial loans for third parties. The aggregate principal balance of loans serviced for others was $863.7 million, $559.1 million$1.25 billion, $1.05 billion and $408.0$863.7 million as of December 31, 2015, 20142017, 2016 and 2013,2015, respectively. The balances of these loans are not included inon the accompanying Consolidated Statements of Condition. During the years ended December 31, 2015, 20142017, 2016 and 2013,2015, the Company received servicing fee income in the amount of $2.3 million, $1.7 million and $1.3 million, $964,000 and $685,000, respectively, which are included in income from mortgage banking activityactivities in the Consolidated Statements of Net Income.
The risks inherent in mortgage servicing assets relate primarily to changes in prepayments that result from shifts in mortgage interest rates. At December 31, 2015,2017, the fair value of servicing rights was determined using pretax internal rates of return ranging from 9.5%9.7% to 11.5%11.7% and the Public Securities Association (“PSA”) Standard Prepayment model to estimate prepayments on the portfolio with an average prepayment speed of 183.180. At December 31, 20142016, the fair value of servicing rights was determined using pretax internal rates of return ranging from 8.4%9.5% to 10.4%11.5% and the PSA Standard Prepayment model to estimate prepayments on the portfolio with an average prepayment speed of 187.166.
Mortgage servicing rights (“MSRs”) are included in other assets in the Consolidated Statements of Condition. Changes in the fair value of MSRs are included in other income (loss)from mortgage banking activities in the Consolidated Statements of Net Income. The following table summarizes MSRs capitalized and amortizedalong with related fair value adjustments for the years ended December 31, 2015, 20142017, 2016 and 2013:2015:
Years Ended December 31,Years Ended December 31,
2015 2014 20132017 2016 2015
(In thousands)(In thousands)
Mortgage servicing rights:          
Balance at beginning of year$4,729
 $4,103
 $1,083
$10,104
 $7,074
 $4,729
Cumulative effect of net change in accounting principle
 
 471
Addition of Legacy United mortgage servicing rights
 764
 
Change in fair value recognized in net income(586) (1,269) 1,347
Change in fair value recognized in income(1,791) 567
 (586)
Issuances/additions2,931
 1,131
 1,202
3,420
 2,463
 2,931
Balance at end of year$7,074
 $4,729
 $4,103
$11,733
 $10,104
 $7,074

106


United Financial Bancorp, Inc. and Subsidiaries
Notes to Consolidated Financial Statements — (Continued)
111


Note 8.PREMISES AND EQUIPMENT
Premises and equipment at December 31, 20152017 and 20142016 are summarized as follows:
At December 31, 
Estimated
 Useful Life
At December 31, 
Estimated
 Useful Life
2015 2014 2017 2016 
(In thousands) (In thousands) 
Land and improvements$950
 $950
 0 - 15 years$964
 $964
 up to 15 years
Buildings40,375
 40,001
 10 - 39.5 years38,294
 39,809
 10 - 39.5 years
Furniture and equipment27,468
 27,618
 3 - 10 years36,867
 29,310
 3 - 10 years
Leasehold improvements8,961
 9,261
 5 - 10 years25,175
 9,838
 5 - 10 years
Assets under capitalized leases4,902
 4,902
 5 - 10 years3,869
 4,151
 5 - 10 years
Construction in progress
 586
 
82,656
 83,318
 105,169
 84,072
 
Accumulated depreciation and amortization(27,877) (25,653) (37,661) (32,315) 
Premises and equipment, net$54,779
 $57,665
 $67,508
 $51,757
 
Depreciation and amortization expense was $5.3$5.9 million, $3.8$5.5 million and $2.4$5.3 million for the years ended December 31, 2015, 20142017, 2016 and 2013,2015, respectively.
Construction in progress at December 31, 2014 related to renovations on several of the Company’s offices and branches.
Note 9.OTHER REAL ESTATE OWNEDASSETS
Other real estate owned (“OREO”) totaled $755,000The components of other assets at December 31, 20152017 and consisted of $604,000 of commercial real estate properties and $151,000 of residential real estate properties, which2016 are held for sale. At December 31, 2014, other real estate owned was $2.2 million and consisted of $923,000 of commercial real estate properties and $1.2 million of residential real estate properties. The decrease in OREO from the prior year is due to the sale of 12 properties. As a result of the Merger, $2.0 million in OREO was acquired. Other income totaling $3,000, $11,000 and $23,000 was generated in 2015, 2014 and 2013, respectively, from the rental of OREO property. OREO operating expenses were $127,000, $579,000 and $587,000 for the years ended December 31, 2015, 2014 and 2013, respectively.
The following is a summary of OREO activity for the dates indicated:summarized below:
 Years Ended December 31,
 2015 2014 2013
 (In thousands)
Balance at beginning of year$2,239
 $1,529
 $2,846
Additions1,099
 2,339
 3,097
Acquisition of Legacy United
 2,044
 
Write-downs(118) (213) (287)
Proceeds from sales(2,683) (3,869) (4,042)
Gain (loss) on sales218
 409
 (85)
Balance at end of year$755
 $2,239
 $1,529
 At December 31,
 2017 2016
 (In thousands)
 Current income tax receivable$5,705
 $237
 Partnership investments38,160
 31,271
 Mortgage servicing rights11,733
 10,104
 Derivative assets11,741
 11,734
 Other real estate owned2,154
 1,890
Receivable on surrendered BOLI policies26,713
 
 Prepaid expenses4,521
 5,112
 Other4,866
 4,738
   Total other assets$105,593
 $65,086

107


United Financial Bancorp, Inc. and Subsidiaries
Notes to Consolidated Financial Statements — (Continued)

Note 10.OTHER ASSETS
The components of Other Assets at December 31, 2015 and 2014 are summarized below:
 At December 31,
 2015 2014
 (In thousands)
 Current tax receivable$4,770
 $14,391
 Partnership investments21,441
 13,461
 Mortgage servicing rights7,074
 4,729
 Derivative assets12,910
 4,074
 Investment receivable20
 2,762
 Other12,766
 9,715
   Total other assets$58,981
 $49,132
Note 11.DEPOSITS
Deposits at December 31, 20152017 and 20142016 were as follows:
December 31,December 31,
2015 20142017 2016
(In thousands)(In thousands)
Demand and NOW$1,019,161
 $902,460
$1,573,404
 $1,206,722
Regular savings508,377
 528,614
504,115
 518,820
Money markets1,182,422
 1,047,302
1,325,754
 1,222,952
Time deposits1,727,111
 1,556,935
1,794,948
 1,762,678
Total deposits$4,437,071
 $4,035,311
$5,198,221
 $4,711,172
Time deposits in denominations of $250,000 or more were $253.7$529.1 million and $265.4$474.0 million as of December 31, 20152017 and 2014,2016, respectively.

112


Contractual maturities of time deposits as of December 31, 20152017 are summarized below:
December 31, 2015December 31, 2017
(In thousands)(In thousands)
2016$1,061,959
2017471,007
201895,520
$1,225,234
201922,042
435,867
202076,583
95,472
202122,938
202215,437
$1,727,111
$1,794,948
Included in time deposits are brokered deposits which amounted to $392.0$259.1 million and $241.9$215.7 million at December 31, 20152017 and 2014,2016, respectively. Included in money market deposits at December 31, 20152017 and 20142016 are brokered deposits of $123.1$389.1 million and $111.8$367.4 million, respectively.

108



Note 12.11.BORROWINGS
Federal Home Loan Bank Advances
Contractual maturities and weighted-average rates of outstanding advances from the FHLBB as of December 31, 20152017 and 20142016 are summarized below:
December 31, 2015 December 31, 2014December 31, 2017 December 31, 2016
Amount 
Weighted-
Average
Rate
 Amount 
Weighted-
Average
Rate
Amount 
Weighted-
Average
Rate
 Amount 
Weighted-
Average
Rate
(Dollars in thousands)(Dollars in thousands)
2015$
 % $435,763
 0.38%
2016637,580
 0.60
 19,714
 1.53
2017151,000
 1.76
 66,000
 2.72
$
 % $803,000
 0.94%
2018120,795
 1.54
 16,784
 2.19
929,274
 1.56
 139,792
 1.48
201920,000
 1.63
 20,000
 1.63
75,000
 1.76
 20,000
 1.45
20208,000
 2.33
 33,000
 0.86
2021
 
 30,000
 0.59
2022
 
 
 
Thereafter16,130
 2.21
 17,300
 2.19
33,680
 1.14
 19,182
 0.89
$945,505
 0.95% $575,561
 0.84%$1,045,954
 1.57% $1,044,974
 1.01%
The total carrying value of advances from the FHLBB at December 31, 20152017 and 2016 was $949.0 million,$1.05 billion, which includes a remaining fair value adjustment of $3.5$504,000 and $1.7 million, respectively, on advances acquired in the Merger. At December 31, 2014, the carrying value of FHLBB advances was $581.0 million, which includes a remaining fair value adjustment of $5.4 million on advances acquired in the Merger. At December 31, 2015, eight2017, two advances totaling $41.0$35.0 million with interest rates ranging from 3.19%0.99% to 4.49%3.75%, which are scheduled to mature between 20172018 and 2018,2032, are callable by the FHLBB. Advances are collateralized by first mortgage loans and investment securities with an estimated eligible collateral value of $1.3$2.28 billion and $853.8 million$1.41 billion at December 31, 20152017 and 2014,2016, respectively.
In addition to the outstanding advances, the BankCompany also has access to an unused line of credit with the FHLBB amounting to $10.0 million at December 31, 20152017 and 2014.2016. In accordance with an agreement with the FHLBB, the qualified collateral must be free and clear of liens, pledges and have a discounted value equal to the aggregate amount of the line of credit and outstanding advances. At December 31, 2015,2017, the BankCompany could borrow immediately an additional $265.1$457.8 million from the FHLBB, inclusive of the line of credit.
The BankCompany is required to acquire and hold shares of capital stock in the FHLBB in an amount at least equal to the sum of 0.35% of the aggregate principal amount of its unpaid residential mortgage loans and similar obligations at the beginning of each year, and up to 4.5% of its advances (borrowings) from the FHLBB. The carrying value of FHLBB stock approximates fair value based on the redemption provisions of the stock. At December 31, 2015,2017, the BankCompany had $51.2$50.2 million in FHLBB capital stock.

113


Repurchase Agreements

The following table presents the Company’s outstanding borrowings, and related collateral, under repurchase agreements as of December 31, 20152017 and December 31, 2014:2016:
 Remaining Contractual Maturity of the Agreements Remaining Contractual Maturity of the Agreements
 Overnight Up to 1 Year 1 - 3 Years Greater than 3 Years Total Overnight Up to 1 Year 1 - 3 Years Greater than 3 Years Total
 (Dollars in thousands) (Dollars in thousands)
December 31, 2015          
December 31, 2017          
Repurchase Agreements                    
U.S. Treasury and agency securities $19,278
 $25,000
 $20,000
 $
 $64,278
 $14,591
 $10,000
 $10,000
 $
 $34,591
                    
December 31, 2014          
December 31, 2016          
Repurchase Agreements                    
U.S. Treasury and agency securities $41,335
 $49,242
 $
 $20,000
 $110,577
 $18,897
 $
 $20,000
 $
 $38,897

109


United Financial Bancorp, Inc. and Subsidiaries
Notes to Consolidated Financial Statements — (Continued)

As of both December 31, 20152017 and 2014,2016, advances outstanding under wholesale reverse repurchase agreements totaled $45.0 million and $69.2 million, respectively.$20.0 million. The outstanding advances at December 31, 20152017 and 2016 consisted of threetwo individual borrowings with remaining terms of 3 years or less and a weighted average cost of 1.51%2.59%. The outstanding advancesCompany pledged investment securities with a market value of $23.0 million and $23.8 million as collateral for these borrowings at December 31, 2014 had a weighted average cost of 1.07%.2017 and 2016, respectively.
Retail repurchase agreements are for a term of one day and are backed by the purchasers’ interest in certain U.S. GovernmentTreasury and Agency securities or government-sponsored securities. As of December 31, 2015,2017, retail repurchase agreements totaled $19.3$14.6 million. The Company had $41.3$18.9 million of retail repurchase agreements at December 31, 2014.2016. The Company pledged investment securities with a market value of $28.8 million and $28.5 million as collateral for these borrowings at December 31, 2017 and 2016, respectively.
Given that the repurchase agreements are secured by investment securities valued at market value, the collateral position is susceptible to change based upon variation in the market value of the securities that can arise due to fluctuations in interest rates, among other things. In the event that the interest rate changes result in a decrease in the value of the pledged securities, additional securities will be required to be pledged in order to secure the borrowings. Due to the short term nature of the majority of the repurchase agreements, Management believes the risk of further encumbered securities pose a minimal impact to the Company’s liquidity position.
Subordinated Debentures
On September 23, 2014, the Company closed its public offering of $75.0 million of its 5.75% Subordinated Notes due October 1, 2024 (the “Notes”). The Notes were offered to the public at par. The Company plans to usehas used the proceeds for general corporate purposes. Interest on the Notes is payable semi-annually in arrears on April 1 and October 1 of each year, commencing on April 1, 2015. The carrying value, net of issuance costs, totaled $73.9$74.1 million and $73.8$74.0 million at December 31, 20152017 and 2014,2016, respectively.
The Company assumed junior subordinated debt as a result of the Merger in the form of trust preferred securities issued through a private placement offering with a face amount of $7.7 million. The Company recorded a fair value acquisition discount of $2.3 million on May 1, 2014. The remaining unamortized discount was $2.1$1.9 million and $2.2$2.0 million at December 31, 20152017 and 2014,2016, respectively. This issue has a maturity date of March 15, 2036 and bears a floating rate of interest that reprices quarterly at the 3-month LIBOR rate plus 1.85%. The interest rate at December 31, 20152017 was 2.46%1.69%. A special redemption provision allows the Company to redeem this issue at par on March 15, June 15, September 15, or December 15 of any year subsequent to March 15, 2011.
Other Borrowings
The Company acquired secured borrowings totaling $2.8 million in the Merger. These borrowings related to two transfers of financial assets that did not meet the definition of a participating interest and did not meet sale accounting criteria; therefore, they are accounted for as secured borrowings and classified as long-term debt on the Consolidated Statements of Condition. Subsequent to the Merger, one of the financial assets paid off and the remaining balance was $1.7 million at December 31, 2015.
The Company has capital lease obligations for three of its leased banking branches, which were acquired in the Merger. At December 31, 2015,2017, the balance of capital lease obligations totaled $4.5$4.0 million. See Note 8 in the Notes to Consolidated Financial Statements for further information.
Other Sources of Wholesale Funding
The BankCompany has relationships with brokered sweep deposit providers by which funds are deposited by the counterparties at the Bank’sCompany’s request. Amounts outstanding under these agreements are reported as interest-bearing deposits and totaled $123.1$389.1 million at a cost of 0.45%1.32% at December 31, 20152017 and $111.8$367.4 million at a cost of 0.47%0.58% at December 31, 2014.2016. The Bank Company

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maintains open dialogue with the brokered sweep providers and has the ability to increase the deposit balances upon request, up to certain limits based upon internal policy requirements.
Additionally, the Company has unused federal funds lines of credit with sixfour counterparties totaling $137.5$107.5 million at December 31, 2015.2017.
Note 13.12.INCOME TAXES
The components of the income tax expense (benefit) for the years ended December 31, 2015, 20142017, 2016 and 20132015 are as follows:
2015 2014 20132017 2016 2015
(In thousands)(In thousands)
Current tax provision (benefit)     
Current tax provision (benefit):     
Federal$1,302
 $(13,905) $4,842
$(1,289) $6,262
 $1,302
State1,345
 311
 117
994
 2,202
 1,345
Total current2,647
 (13,594) 4,959
(295) 8,464
 2,647
Deferred tax provision (benefit)     
Deferred tax provision (benefit):     
Federal3,275
 7,482
 410
9,518
 (3,698) 3,275
State307
 (121) 
1,421
 (654) 307
Effect of tax rate change due to tax reform1,399
 
 
Total deferred3,582
 7,361
 410
12,338
 (4,352) 3,582
Total income tax expense (benefit)$6,229
 $(6,233) $5,369
Total income tax expense$12,043
 $4,112
 $6,229

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United Financial Bancorp, Inc. and Subsidiaries
Notes to Consolidated Financial Statements — (Continued)

For the years ended December 31, 2015, 20142017, 2016 and 2013,2015, the provision for income taxes differs from the amount computed by applying the statutory Federal income tax rate of 35% to pre-tax income for the following reasons:
Years Ended December 31,Years Ended December 31,
2015 2014 20132017 2016 2015
(In thousands)(In thousands)
Provision for income tax at statutory rate$19,554
 $192
 $6,859
$23,332
 $18,820
 $19,554
Increase (decrease) resulting from:          
State income taxes, net of federal benefit1,074
 124
 76
1,298
 1,006
 1,074
Increase in cash surrender value of bank-owned life insurance(1,266) (1,065) (732)(1,912) (1,188) (1,266)
Dividend received deduction(471) (276) (24)(179) (544) (471)
Tax exempt interest and disallowed interest expense(3,826) (1,740) (808)
Tax exempt interest net of disallowed interest expense(4,778) (3,726) (3,826)
Employee Stock Ownership Plan25
 153
 193
60
 28
 25
Nondeductible acquisition costs
 440
 
Excess parachute payments442
 1,615
 

 
 442
Investment tax credits(8,649) (5,596) 
(9,581) (10,541) (8,649)
Effect of tax rate change due to tax reform1,399
 
 
Gain on surrender of BOLI2,377
 
 
Other, net(654) (80) (195)27
 257
 (654)
Total provision (benefit) for income taxes$6,229
 $(6,233) $5,369
Total provision for income taxes$12,043
 $4,112
 $6,229
          
Effective income tax rate (benefit)11.1% (11.4)% 27.4%
Effective income tax rate18.1% 7.6% 11.1%


115


The tax effects of temporary differences that give rise to deferred tax assets and deferred tax liabilities at December 31, 20152017 and 20142016 are presented below:
 
December 31,December 31,
2015 20142017 2016
(In thousands)(In thousands)
Deferred tax assets:      
Loans$14,558
 $17,601
$12,939
 $17,980
Investment security losses150
 440
54
 97
Net unrealized losses on securities available for sale2,107
 
2,160
 4,816
Net unrealized losses on interest rate swaps1,603
 390
511
 1,254
Pension, deferred compensation and post-retirement liabilities2,723
 4,279
2,228
 3,010
Stock incentive award plan2,044
 2,871
1,251
 1,939
Deposits - purchase accounting adjustment891
 2,149
54
 369
Accrued expenses8,043
 3,124

 8,799
Tax credits3,539
 5,116
Tax attributes - tax credits and net operating losses23,489
 7,938
Other3,166
 4,484
1,773
 3,715
Gross deferred tax assets38,824
 40,454
44,459
 49,917
Valuation allowance(2,706) (2,463)(565) (2,594)
Gross deferred tax assets, net of valuation allowance36,118
 37,991
43,894
 47,323
      
Deferred tax liabilities:      
Net unrealized gains on securities available for sale
 (455)
Other purchase accounting adjustments(3,024) (3,703)(1,583) (2,542)
Partnerships(12,251) (4,819)
Deferred loan origination fees(4,070) 
Other(334) 
Gross deferred tax liabilities(3,024) (4,158)(18,238) (7,361)
Net deferred tax asset$33,094
 $33,833
$25,656
 $39,962
The Company assesses the realizability of our deferred tax assets and whether it is more likely than not that all or a portion of the deferred tax assets will be realized. The Company considers projections of future taxable income during the periods in which

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United Financial Bancorp, Inc. and Subsidiaries
Notes to Consolidated Financial Statements — (Continued)

deferred tax assets and liabilities are scheduled to reverse. Additionally, in determining the availability of operating loss carrybacks and other tax attributes, both projected future taxable income and tax planning strategies are considered in making this assessment. Based upon the level of available historical taxable income, the opportunity for the net operating loss carrybacks, and projections for the Company’s future taxable income over the periods which the Company’s deferred tax assets are realizable, the Company believes it is more likely than not that it will realize the full federal benefit of these deductible differences at December 31, 20152017 and 2014.2016.
Net operating losses may be carried back to the preceding two taxable years for Federal income tax purposes and forward to the succeeding 20 taxable years for Federal and StateConnecticut state income tax purposes, subject to certain limitations. At December 31, 2015,2017, the Company had net operating loss carryforwards of $1.8$1.2 million for Federal income tax purposes, which will begin to expire in 2023. These losses, subject to an annual limitation, were obtained through the acquisition of Legacy United Bank. As of December 31, 20152017 and 2014,2016, the Company had a valuation allowance of $2.7 million$565,000 and $2.5$2.6 million, respectively, against its state deferred tax asset absent net operating loss carryforwards, in connection with the creation of a Connecticut Passive Investment Company pursuant to legislation enacted in 1998. As of December 31, 20152017 and 2014,2016, the Company had $174.3$201.6 million and $168.4$197.5 million, respectively, in Connecticut net operating loss carryforwards that will begin to expire in 2023 and for which a 100% valuation allowance has been established. Under the Passive Investment Company legislation, Connecticut Passive Investment Companies are not subject to the Connecticut Corporate Business Tax and dividends paid by the passive investment company to the Company are exempt from the Connecticut Corporate Business Tax. The change in the valuation allowance was recognized through the effective tax rate.
For the year endedAs of December 31, 2015,2017, the Company generated Federal and State tax credits of $10.1 million. The Company generated approximately $6.6$11.6 million as compared to $12.5 million in Federal and State tax credits in 2014 associated with2016. These investment tax credits that arose in 2014from either obtained from the acquisition of Legacy United

116


Bank or through direct investment. TheThese credit benefit isbenefits are recognized through the effective tax rate in the year in which they become available.are generated.
Retained earnings at December 31, 20152017 includes a contingency reserve for loan losses of approximately $3.8 million, which represents the tax positions that existed at December 31, 1987, and is maintained in accordance with provisions of the Internal Revenue Code applicable to mutual savings banks. Amounts transferred to the reserve have been claimed as deductions from taxable income, and, if the reserve is used for purposes other than to absorb losses on loans, a Federal income tax liability could be incurred. It is not anticipated that the Company will incur a Federal income tax liability relating to this reserve balance, and accordingly, deferred income taxes of approximately $1.4 million$827,000 at December 31, 20152017 have not been recognized.
As of December 31, 20152017 and 2014,2016, there were $375,000$688,000 and $252,000$497,000, respectively, recorded in uncertain tax benefit positions related to federal and state income tax matters based upon tax positions that related to the current year, respectively. Prior to 2014, there were no material uncertain tax positions related to income tax matters.year. The Company records interest and penalties as part of income tax expense. No interest or penalties were recorded for the years ended December 31, 2015, 20142017, 2016 and 2013.2015. The Company is currently open to audit under the statute of limitations by the Internal Revenue Service and state taxing authorities for the years ended December 31, 20122014 and after.
On December 22, 2017, the Tax Act was enacted resulting in, amongst other tax reform items, a reduction in the Company's applicable U.S. Federal corporate tax rate from 35% to 21%. As a result of this rate reduction and changes in other provisions of the new law, the Company incurred a provisional adjustment of $1.8 million of additional tax expense as of December 31, 2017. The impact of tax reform is based upon reasonable estimates of new current and deferred taxes based on certain provisions within the Tax Act. Additionally, the impact is the result of adjustments to current and deferred taxes that existed prior to the Tax Act's enactment date.
On December 22, 2017, the SEC issued Staff Accounting Bulletin (“SAB 118”), which provides guidance on accounting for tax effects of the Tax Act. SAB 118 provides a measurement period that should not extend beyond one year from the Tax Act enactment date for companies to complete the accounting under ASC 740. In accordance with SAB 118, a company must reflect the income tax effects of those aspects of the Act for which the accounting under ASC 740 is complete. To the extent that a company’s accounting for certain income tax effects of the Tax Act is incomplete but it is able to determine a reasonable estimate, it must record a provisional estimate to be included in the financial statements. The Company anticipates an immaterial impact for tax reform upon completion of the Company’s tax return for the 2017 tax year as a result of estimates related to accrued expenses and partnership investments.
Note 14.13.DERIVATIVES AND HEDGING ACTIVITIES
Risk Management Objective of Using Derivatives
The Company is exposed to certain risks arising from both its business operations and economic conditions. The Company principally manages its exposure to a wide variety of business and operational risks through management of its core business activities. The Company manages economic risks, including interest rate, liquidity, and credit risk primarily by managing the amount, sources, and duration of its debt funding and the use of derivative financial instruments. Specifically, the Company enters into derivative financial instruments to manage exposures that arise from business activities that result in the receipt or payment of future known and uncertain cash amounts, the value of which are determined by interest rates. The Company’s derivative financial instruments are used to manage differences in the amount, timing, and duration of the Company’s known or expected cash receipts and its known or expected cash payments principally related to the Company’s investments and borrowings. The Company also has interest rate derivatives that result from a service provided to certain qualifying customers. The Company manages a matched book with respect to its derivative instruments in order to minimize its net risk exposure resulting from such transactions.

117


Information about interest rate swap agreements and non-hedging derivative assets and liabilities as of December 31, 20152017 and 20142016 is as follows:

112


United Financial Bancorp, Inc. and Subsidiaries
Notes to Consolidated Financial Statements — (Continued)

Notional
Amount
 
Weighted-
Average
Remaining
Maturity
 
 
Weighted-Average Rate
 
Estimated
Fair Value
Net
Notional
Amount
 
Weighted-
Average
Remaining
Maturity
 
 
Weighted-Average Rate
 
Estimated
Fair Value
Net
Received Paid Received Paid 
(In thousands) (In years)   (In thousands)(In thousands) (In years)   (In thousands)
December 31, 2015    
December 31, 2017    
Cash flow hedges:        
Forward starting interest rate swaps on future borrowings$150,000
 7.99 TBD
(1)2.46% $(2,072)$50,000
 7.88 TBD
(1)2.45% $(292)
Interest rate swaps280,000
 2.65 0.46% 1.28% (2,020)175,000
 4.57 1.35% 2.41% (1,736)
Fair value hedges:        
Interest rate swaps35,000
 1.72 1.04% 0.48%(2)24
10,000
 0.47 1.00% 1.51%(2)(28)
Non-hedging derivatives:        
Forward loan sale commitments25,060
 0.00  (13)137,670
 0.00  (92)
Derivative loan commitments9,403
 0.00  223
24,430
 0.00  530
Interest rate swap7,500
 8.54  (615)
Loan level swaps - dealer (3)333,981
 9.05 1.94% 3.93% (12,059)603,447
 7.31 3.25% 3.99% (3,183)
Loan level swaps - borrowers (3)333,981
 9.05 3.93% 1.94% 12,152
603,447
 7.31 3.99% 3.25% 3,174
Forward starting loan level swaps - dealer (3)8,000
 9.70 TBD
(4)5.11% 105
Forward starting loan level swaps - borrower (3)8,000
 9.70 5.11% TBD
(4)(105)
Total$1,167,425
  $(3,765)$1,627,494
  $(2,242)
December 31, 2014    
December 31, 2016    
Cash flow hedges:        
Forward starting interest rate swaps on future borrowings$150,000
 6.34 TBD
(1)2.45% $(1,069)$100,000
 7.36 TBD
(1)2.43% $(483)
Interest rate swaps25,000
 2.41 0.23% 0.90% 72
240,000
 3.24 0.91% 1.74% (2,719)
Fair value hedges:        
Interest rate swaps35,000
 2.72 1.04% 0.24%(2)(82)35,000
 0.72 1.04% 0.82%(2)1
Non-hedging derivatives:        
Forward loan sale commitments14,091
 0.00  (14)61,991
 0.00  153
Derivative loan commitments8,839
 0.00  213
30,239
 0.00  421
Interest rate swap7,500
 9.54  (660)
Loan level swaps - dealer (3)86,446
 8.69 1.98% 4.34% 3,678
468,417
 7.75 2.42% 3.84% (4,888)
Loan level swaps - borrowers (3)86,446
 8.69 4.34% 1.98% (3,678)468,417
 7.75 3.84% 2.42% 4,869
Total$405,822
  $(880)$1,411,564
  $(3,306)
 
(1)The receiver leg of the cash flow hedgeshedge is floating rate and indexed to the 3-month USD-LIBOR-BBA, as determined two London banking days prior to the first day of each calendar quarter, commencing with the earliest effective trade. The earliest effective trade date for the cash flow hedgeshedge is January 4, 2016.November 15, 2018.
(2)The paying leg is one month LIBOR plus a fixed spread; above rate in effect as of December 31, 2015.2017 and 2016, respectively.
(3)The Company offers a loan level hedging product to qualifying commercial borrowers that seek to mitigate risk to rising interest rates. As such, the Company enters into equal and offsetting trades with dealer counterparties.
(4)The floating leg of the forward starting loan level hedge is indexed to the one month USD-LIBOR-BBA, as determined one London banking day prior to the tenth day of each calendar month, commencing with the effective trade date on September 10, 2020.
Cash Flow Hedges of Interest Rate Risk
The Company’s objectives in using cash flow hedges are to add stability to interest expense and to manage its exposure to interest rate movements. To accomplish this objective, the Company primarily uses interest rate swaps as part of its interest rate risk management strategy. Interest rate swaps designated as cash flow hedges involve the receipt of variable amounts from a counterparty

118


in exchange for the Company making fixed-rate payments over the life of the agreements without exchange of the underlying notional amount.
The effective portion of changes in the fair value of derivatives designated and that qualify as cash flow hedges is recorded in accumulated other comprehensive income and is subsequently reclassified into earnings in the period that the hedged forecasted transaction affects earnings. The ineffective portion of the change in fair value of the derivatives is recognized directly in earnings. The Company has not recorded any hedge ineffectiveness since inception.
Amounts reported in accumulated other comprehensive income related to derivatives will be reclassified to interest expense as interest payments are made on the Company’s variable-rate debt. The Company expects to reclassify $1.9 million$993,000 from accumulated other comprehensive loss to interest expense during the next 12 months.

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United Financial Bancorp, Inc. and Subsidiaries
Notes to Consolidated Financial Statements — (Continued)

The Company is hedging its exposure to the variability in future cash flows for forecasted transactions over a maximum period of 36approximately 60 months (excluding forecasted transactions related to the payment of variable interest on existing financial instruments).
As of December 31, 2015,2017, the Company had tenseven outstanding interest rate swaps with a notional value of $430.0$225.0 million that were designated as cash flow hedges of interest rate risk.
Fair Value Hedges of Interest Rate Risk
The Company is exposed to changes in the fair value of certain of its fixed rate obligations due to changes in benchmark interest rates. The Company uses interest rate swaps to manage its exposure to changes in fair value on these instruments attributable to changes in the benchmark interest rate. Interest rate swaps designated as fair value hedges involve the receipt of fixed-rate amounts from a counterparty in exchange for the Company making variable rate payments over the life of the agreements without the exchange of the underlying notional amount.
For derivatives designated and that qualify as fair value hedges, the gain or loss on the derivative as well as the offsetting loss or gain on the hedged item attributable to the hedged risk are recognized in earnings. The Company includes the gain or loss on the hedged items in the same line item as the offsetting loss or gain on the related derivatives. During the yearsyear ended December 31, 2015 and 2014, amounts2017, the amount recognized as interest expense related to hedge ineffectiveness were negligible. The net reduction of interest income was negligible for$19,000. During the year ended December 31, 2015. The Company2016, the amount recognized a net reduction ofas interest income of approximately $24,000 for the year ended December 31, 2014expense related to net settlements on the derivatives.hedge ineffectiveness was negligible.
As of December 31, 2015,2017, the Company had threeone outstanding interest rate swapsswap with a notional of $35.0$10.0 million that werewas designated as a fair value hedgeshedge of interest rate risk.
Non-Designated Hedges
Loan Level Interest Rate Swaps
Qualifying derivatives not designated as hedges are not speculative and result from a service the Company provides to certain customers, which the Company implemented during the second quarter of 2013.customers. The Company executes interest rate derivatives with commercial banking customers to facilitate their respective risk management strategies. Those interest rate derivatives are simultaneously hedged by offsetting derivatives that the Company executes with a third party, such that the Company minimizes its net risk exposure resulting from such transactions. As the interest rate derivatives associated with this program do not meet the strict hedge accounting requirements, changes in the fair value of both the customer derivatives and the offsetting derivatives are recognized directly in earnings.
As of December 31, 2015,2017, the Company had fifty-one87 borrower-facing interest rate swaps with an aggregate notional amount of $334.0$603.4 million and fifty-one87 broker-facing interest rate swaps also with an aggregate notional value amount of $334.0$603.4 million related to this program.
As of December 31, 2015,2017, the Company had threefive risk participation agreements with twothree counterparties related to a loan level interest rate swap with threefive of its commercial banking customers. Of these agreements, twothree were entered into in conjunction with credit enhancements provided to the borrowers by the counterparties; therefore, if the borrowers default, the counterparties are responsible for a percentage of the exposure. During the third quarter of 2015, one agreement wasTwo agreements were entered into in conjunction with credit enhancements provided to the borrower by the Bank,Company, whereby the BankCompany is responsible for a percentage of the exposure to the counterparty.counterparties. At December 31, 2015,2017, the notional amount of thisthese risk participation agreementagreements was $6.3$13.0 million, reflecting the counterpartycounterparties participation of 3.1%34.3%. The risk participation agreements are a guarantee of performance on a derivative and accordingly, are recorded

119


at fair value on the Company’s Consolidated Statements of Condition. At December 31, 2015,2017, the notional amount of the remaining twothree risk participation agreements was $6.4$24.8 million, reflecting the counterparty participation level of 46.9%36.7%.
Forward Starting Loan Level Swaps
As of December 31, 2017, the Company had one borrower-facing forward starting loan level swap with a notional amount of $8.0 million, and one broker derivative with an aggregate notional amount of $8.0 million related to this program. This swap is related to the permanent financing of a project that is currently in the construction phase.
Mortgage Servicing Rights Interest Rate Swap
As of December 31, 2017, the Company had one receive-fixed interest rate derivative with a notional amount of $7.5 million and a maturity date in July 2026. The derivative was executed to protect against a portion of the devaluation of the Company’s mortgage servicing right asset that occurs in a falling rate environment. The instrument is marked to market through the income statement.
Derivative Loan Commitments
TheAdditionally, the Company enters into mortgage loan commitments that are also referred to as derivative loan commitments if the loan that will result from exercise of the commitment will be held for sale upon funding. The Company enters into commitments to fund residential mortgage loans at specified rates and times in the future, with the intention that these loans will subsequently be sold in the secondary market.
Outstanding derivative loan commitments expose the Company to the risk that the price of the loans arising from exercise of the loan commitment might decline from inception of the rate lock to funding of the loan due to increases in mortgage interest rates.

114


United Financial Bancorp, Inc. and Subsidiaries
Notes to Consolidated Financial Statements — (Continued)

If interest rates increase, the value of these loan commitments decreases. Conversely, if interest rates decrease, the value of these loan commitments increases.
Forward Loan Sale Commitments
To protect against the price risk inherent in derivative loan commitments, the Company utilizes both “mandatoryTo Be Announced (“TBA”) as well as cash (“mandatory delivery” and “best efforts”) forward loan sale commitments to mitigate the risk of potential decreases in the values of loans that would result from loans held for sale and the exercise of the derivative loan commitments.
With a “mandatory delivery” contract,TBA and mandatory cash contracts, the Company commits to deliver a certain principal amount of mortgage loans to an investorinvestor/counterparty at a specified price on or before a specified date. If the market improves (rates decline) and the Company fails to deliver the amount of mortgages necessary to fulfill the commitment by the specified date, it is obligated to pay a “pair-off” fee, based on then-current market prices, to the investorinvestor/counterparty to compensate the investor for the shortfall. Conversely if the market declines (rates worsen) the investor/counterparty is obligated to pay a “pair-off” fee to the Company based on then-current market prices. The Company expects that these forward loan sale commitments, TBA and mandatory, will experience changes in fair value opposite to the change in fair value of derivative loan commitments.
With a “best efforts” contract,best effort cash contracts, the Company commits to deliver an individual mortgage loan of a specified principal amount and quality to an investor if the loan to the underlying borrower closes. Generally thebest efforts cash contracts have no pair off risk regardless of market movement. The price the investor will pay the seller for an individual loan is specified prior to the loan being funded (e.g., on the same day the lender commits to lend funds to a potential borrower). The Company expects that these best efforts forward loan sale commitments will experience changesa net neutral shift in fair value opposite to the change in fair value ofwith related derivative loan commitments.
Fair Values of Derivative Instruments on the Company’s Consolidated Statements of Financial Condition
The table below presents the fair value of the Company’s derivative financial instruments as well as their classification on the Consolidated Statements of Condition as of December 31, 20152017 and 2014:2016:

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Derivative Assets Derivative LiabilitiesDerivative Assets Derivative Liabilities
 Fair Value   Fair Value Fair Value   Fair Value
Balance Sheet Location Dec 31,
2015
 Dec 31,
2014
 Balance Sheet Location Dec 31,
2015
 Dec 31,
2014
Balance Sheet Location Dec 31,
2017
 Dec 31,
2016
 Balance Sheet Location Dec 31,
2017
 Dec 31,
2016
 (In thousands) (In thousands) (In thousands) (In thousands)
Derivatives designated as hedging instruments:                
Interest rate swap - cash flow hedgeOther Assets $478
 $140
 Other Liabilities $4,570
 $1,137
Interest rate swap - fair value hedgeOther Assets 50
 34
 Other Liabilities 26
 116
Interest rate swap - cash flow hedgesOther Assets $36
 $246
 Other Liabilities $2,064
 $3,448
Interest rate swap - fair value hedgesOther Assets 
 18
 Other Liabilities 28
 17
Total derivatives designated as hedging instruments $528
 $174
 $4,596
 $1,253
 $36
 $264
 $2,092
 $3,465
        
Derivatives not designated as hedging instruments:                
Forward loan sale commitmentOther Assets $7
 $7
 Other Liabilities $20
 $21
Derivative loan commitmentOther Assets 223
 213
 
 
Forward loan sale commitmentsOther Assets $12
 $204
 Other Liabilities $104
 $51
Derivative loan commitmentsOther Assets 530
 421
 
 
Interest rate swap 
 
 Other Liabilities 615
 660
Interest rate swap - with customersOther Assets 12,152
 3,678
 Other Liabilities 
 
Other Assets 7,117
 7,864
 Other Liabilities 3,943
 2,995
Interest rate swap - with counterparties 
 
 Other Liabilities 12,059
 3,816
Other Assets 3,941
 2,981
 Other Liabilities 7,124
 7,869
Interest rate swap -risk participation agreementOther Assets 
 1
 
 
Forward starting loan level swapOther Assets 105
 
 Other Liabilities 105
 
Total derivatives not designated as hedging $12,382
 $3,899
 $12,079
 $3,837
 $11,705
 $11,470
 $11,891
 $11,575
Effect of Derivative Instruments in the Company’s Consolidated Statements of Net Income and Changes in Stockholders’ Equity
The tables below present the effect of derivative instruments in the Company’s Consolidated Statements of Net Income and Changes in Stockholders’ Equity designated as hedging instruments for the years ended December 31, 2015, 20142017, 2016 and 2013:2015:
       
Derivatives Designated as Cash Flow Hedging Instruments 
Amount of Gain (Loss) Recognized
in OCI on Derivatives
(Effective Portion)
For the Years Ended December 31,
2015 2014 2013
  (In thousands)
Interest Rate Swaps $(3,108) $(8,385) $7,537

115


United Financial Bancorp, Inc. and Subsidiaries
Notes to Consolidated Financial Statements — (Continued)

            
Derivatives Designated as Cash Flow Hedging Instruments 
Amount of Gain (Loss) Reclassified from AOCI into Income (Effective Portion)
For the Years Ended December 31,
 
Amount of Loss Recognized
in OCI on Derivatives
(Effective Portion)
For the Years Ended December 31,
2015 2014 20132017 2016 2015
 (In thousands) (In thousands)
Interest Rate Swaps $(12) $
 $
 $(313) $(1,472) $(3,108)
             
  
Amount of Gain (Loss) Recognized
in Income on Derivatives
For the Years Ended December 31,
Derivatives in Fair Value Hedging Relationships
Location on Gain (Loss)
Recognized in Income
 
2015 2014 2013
Derivatives Designated as Cash Flow Hedging Instruments 
Amount of Loss Reclassified from AOCI into Income (Effective Portion)
For the Years Ended December 31,
2017 2016 2015
  (In thousands) (In thousands)
Interest Rate SwapsInterest income $106
 $101
 $(183) $(1,487) $(2,362) $(12)
      
  
Amount of Gain (Loss) Recognized
in Income on Hedged Items
For the Years Ended December 31,
2015 2014 2013
 (In thousands)
Interest Rate SwapsInterest income $(106) $(101) $183
        
   
Amount of Gain (Loss) Recognized
in Income on Derivatives
For the Years Ended December 31,
Derivatives in Fair Value Hedging Relationships
Location on Gain (Loss)
Recognized in Income
 
 2017 2016 2015
   (In thousands)
Interest Rate SwapsInterest income $(29) $(23) $106
        
   
Amount of Gain (Loss) Recognized
in Income on Hedged Items
For the Years Ended December 31,
2017 2016 2015
   (In thousands)
Interest Rate SwapsInterest income $(30) $25
 $(106)

121


The table below presents the effect of derivative instruments in the Company’s Consolidated Statements of Net Income for derivatives not designated as hedging instruments for the years ended December 31, 2015, 20142017, 2016 and 2013:2015:
 
Amount of Gain (Loss) Recognized
for the Years Ended December 31,
 
Amount of Gain (Loss) Recognized
for the Years Ended December 31,
 2015 2014 2013 2017 2016 2015
 (In thousands) (In thousands)
Derivatives not designated as hedging instruments:            
Derivative loan commitment $10
 $193
 $(6)
Derivative loan commitments $109
 $198
 $10
Mortgage servicing rights derivative 45
 
 
Forward loan sale commitments (1) (33) (19) (245) 166
 (1)
Interest rate swaps 231
 (70) 70
 10
 (772) 231
Interest rate swap - risk participation agreement 
 (1) 
 $240
 $89
 $45
 $(81) $(408) $240
Credit-risk-related Contingent Features
The Company has agreements with each of its derivative counterparties that contain a provision where if the Company defaults on any of its indebtedness or fails to maintain a well-capitalized rating, then the Company could also be declared in default on its derivative obligations and could be required to terminate its derivative positions with the counterparty. As of December 31, 2015 and 2014, there was no collateral posted by the counterparties to the Company related to these agreements, respectively.
As of December 31, 2015,2017, the fair value of derivatives in a net liability position, which includes accrued interest but excludes any adjustment for nonperformance risk, related to these agreements was $16.9$10.6 million. As of December 31, 2015,2017, the Company has minimum collateral posting thresholds with fivecertain of its derivative counterparties and has posted collateral with a market value of $16.4$221.3 million against its obligations under these agreements. A degree of netting occurs on occasions where the Company has exposure to a counterparty and the counterparty has exposure to the Company. If the Company had breached any of these provisions at December 31, 2015,2017, it could have been required to settle its obligations under the agreements at the termination value and would have been required to pay any additional amounts due in excess of amounts previously posted as collateral with the respective counterparty.
As of December 31, 2015 and 2014, the fair value of derivatives in a net asset position, which includes accrued interest but excludes any adjustment for non-performance risk, related to these agreements was $2.1 million and $1.1 million, respectively.

116


United Financial Bancorp, Inc. and Subsidiaries
Notes to Consolidated Financial Statements — (Continued)

Note 15.14.FAIR VALUE MEASUREMENT
Fair value estimates are made as of a specific point in time based on the characteristics of the assets and liabilities and relevant market information. The fair value estimates are measured within the fair value hierarchy. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy are described below:
Level 1:    Quoted prices are available in active markets for identical assets and liabilities as of the reporting date. The quoted price is not adjusted because of the size of the position relative to trading volume.
Level 2:    Pricing inputs are observable for assets and liabilities, either directly or indirectly but are not the same as those used in Level 1. Fair value is determined through the use of models or other valuation methodologies.
Level 3:    Pricing inputs are unobservable for assets and liabilities and include situations where there is little, if any, market activity and the determination of fair value requires significant judgment or estimation.
The inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such instances, the determination of which category within the fair value hierarchy is appropriate for any given asset and liability is based on the lowest level of input that is significant to the fair value of the asset and liability.
When available, quoted market prices are used. In other cases, fair values are based on estimates using present value or other valuation techniques. These techniques involve uncertainties and are significantly affected by the assumptions used and judgments made regarding risk characteristics of various financial instruments, discount rates, estimates of future cash flows, future expected loss experience and other factors. Changes in assumptions could significantly affect these estimates and could be material. Derived fair value estimates may not be substantiated by comparison to independent markets and, in certain cases, could not be realized in an immediate sale of the instrument.
Fair value estimates for financial instrument fair value disclosures are based on existing financial instruments without attempting to estimate the value of anticipated future business and the value of assets and liabilities that are not financial instruments. Accordingly, the aggregate fair value amounts presented do not purport to represent the underlying market value of the Company.

122


Loans Held for Sale: The Company has elected the fair value option for its portfolio of residential real estate and government mortgage loans held for sale to reduce certain timing differences and better match changes in fair value of the loans with changes in the fair value of the derivative loan sale contracts used to economically hedge them.
The aggregate principal amount of the residential real estate and government mortgage loans held for sale was $9.8$113.2 million and $8.1$61.9 million at December 31, 20152017 and 2014,2016, respectively. The aggregate fair value of these loans as of the same dates was $10.1$114.1 million and $8.2$62.5 million, respectively.
There were no residential real estate mortgage loans held for sale 90 days or more past due at December 31, 20152017 and 2014.2016.
Changes in the fair value of mortgage loans held for sale are reported as a component of income from mortgage banking activities in the Consolidated Statements of Net Income. The following table presents the gains (losses) in fair value related to mortgage loans held for sale for the periods indicated:
  Years Ended December 31,
  2015 2014
  (In thousands)
Mortgage loans held for sale $(50) $195
  Years Ended December 31,
  2017 2016 2015
  (In thousands)
Mortgage loans held for sale $1,401
 $(192) $(50)
Assets and Liabilities Measured at Fair Value on a Recurring Basis
The following tables detail the assets and liabilities carried at fair value on a recurring basis as of December 31, 20152017 and 20142016 and indicates the fair value hierarchy of the valuation techniques utilized by the Company to determine the fair value. There were no transfers in and out of Level 1, Level 2 and Level 3 measurements during years ended December 31, 20152017 and 2014.2016.

117


United Financial Bancorp, Inc. and Subsidiaries
Notes to Consolidated Financial Statements — (Continued)
123



Total
Fair Value
 
Quoted
Prices in
Active
Markets for
Identical
Assets
(Level 1)
 
Other
Observable
Inputs
(Level 2)
 
Significant
Unobservable
Inputs
(Level 3)
Total
Fair Value
 
Quoted
Prices in
Active
Markets for
Identical
Assets
(Level 1)
 
Other
Observable
Inputs
(Level 2)
 
Significant
Unobservable
Inputs
(Level 3)
(In thousands)(In thousands)
December 31, 2015       
Available for Sale Securities:       
U.S. Government and government-sponsored enterprise obligations$10,089
 $
 $10,089
 $
December 31, 2017       
Available for sale securities:       
Government-sponsored residential mortgage-backed securities145,861
 
 145,861
 
$235,479
 $
 $235,479
 $
Government-sponsored residential collateralized debt obligations286,967
 
 286,967
 
133,112
 
 133,112
 
Government-sponsored commercial mortgage-backed securities20,965
 
 20,965
 
33,255
 
 33,255
 
Government-sponsored commercial collateralized debt obligations128,972
 
 128,972
 
147,242
 
 147,242
 
Asset-backed securities159,901
 
 15,388
 144,513
167,139
 
 
 167,139
Corporate debt securities59,960
 
 58,403
 1,557
89,136
 
 89,136
 
Obligations of states and political subdivisions201,115
 
 201,115
 
245,007
 
 245,007
 
Marketable equity securities45,339
 3,227
 42,112
 
417
 417
 
 
Total available for sale securities$1,059,169
 $3,227
 $909,872
 $146,070
$1,050,787
 $417
 $883,231
 $167,139
Mortgage loan derivative assets$230
 $
 $230
 $
$542
 $
 $542
 $
Mortgage loan derivative liabilities20
 
 20
 
104
 
 104
 
Loans held for sale10,136
 
 10,136
 
114,073
 
 114,073
 
Mortgage servicing rights7,074
 
 
 7,074
11,733
 
 
 11,733
Interest rate swap assets12,680
 
 12,680
 
11,199
 
 11,199
 
Interest rate swap liabilities16,655
 
 16,655
 
13,879
 
 13,879
 
              
December 31, 2014       
Available for Sale Securities:       
U.S. Government and government-sponsored enterprise obligations$6,822
 $
 $6,822
 $
December 31, 2016       
Available for sale securities:       
Government-sponsored residential mortgage-backed securities167,419
 
 167,419
��
$179,548
 $
 $179,548
 $
Government-sponsored residential collateralized debt obligations238,133
 
 238,133
 
183,260
 
 183,260
 
Government-sponsored commercial mortgage-backed securities68,298
 
 68,298
 
26,530
 
 26,530
 
Government-sponsored commercial collateralized debt obligations129,686
 
 129,686
 
162,927
 
 162,927
 
Asset-backed securities178,755
 
 43,166
 135,589
166,967
 
 13,087
 153,880
Corporate debt securities42,245
 
 40,627
 1,618
75,015
 
 73,423
 1,592
Obligations of states and political subdivisions195,772
 
 195,772
 
216,376
 
 216,376
 
Marketable equity securities25,881
 3,299
 22,582
 
32,788
 375
 32,413
 
Total available for sale securities$1,053,011
 $3,299
 $912,505
 $137,207
$1,043,411
 $375
 $887,564
 $155,472
Mortgage loan derivative assets$220
 $
 $220
 $
$625
 $
 $625
 $
Mortgage loan derivative liabilities21
 
 21
 
51
 
 51
 
Loans held for sale8,220
 
 8,220
 
62,517
 
 62,517
 
Mortgage servicing rights4,729
 
 
 4,729
10,104
 
 
 10,104
Interest rate swap assets3,853
 
 3,853
 
11,109
 
 11,109
 
Interest rate swap liabilities4,931
 
 4,931
 
14,989
 
 14,989
 

118


United Financial Bancorp, Inc. and Subsidiaries
Notes to Consolidated Financial Statements — (Continued)
124



The following table presents additional information about assets measured at fair value on a recurring basis for which the Company utilized Level 3 inputs to determine fair value:
For the Years Ended December 31,For the Years Ended December 31,
2015 20142017 2016
(In thousands)(In thousands)
Balance of available for sale securities, at beginning of period$137,207
 $72,963
$155,472
 $146,070
Purchases10,794
 72,115
14,030
 6,857
Principal payments(1,392) (6,915)
Total unrealized gains (losses) included in other comprehensive income(539) (956)
Principal payments and net accretion(3,108) (1,030)
Total realized gains (losses) on sales included in income191
 (143)
Total unrealized gains included in other comprehensive income554
 3,718
Balance at end of period$146,070
 $137,207
$167,139
 $155,472
      
Balance of mortgage servicing rights at beginning of period$4,729
 $4,103
$10,104
 $7,074
Addition of Legacy United mortgage servicing rights
 764
Issuances2,931
 1,131
3,420
 2,463
Change in fair value recognized in net income(586) (1,269)
Change in fair value recognized in income(1,791) 567
Balance at end of period$7,074
 $4,729
$11,733
 $10,104
The following valuation methodologies are used for assets that are recorded at fair value on a recurring basis.
Available for Sale Securities: Fair value measurement is based upon quoted prices, if available. If quoted prices are not available, fair values are measured using an independent pricing service. Level 1 securities are those traded on active markets for identical securities including U.S. treasury securities, equity securities and mutual funds. Level 2 securities include U.S. Government agency obligations, U.S. Government-sponsored enterprises, mortgage-backed securities, obligations of states and political subdivisions, corporate and other debt securities. Level 3 securities include private placement securities and thinly traded equity securities. All fair value measurements are obtained from a third party pricing service and are not adjusted by management.
Matrix pricing is used for pricing most obligations of states and political subdivisions, which is a mathematical technique widely used in the industry to value debt securities without relying exclusively on quoted prices for specific securities but rather by relying on securities relationships to other benchmark quoted securities. The grouping of securities is completed according to insurer, credit support, state of issuance and rating to incorporate additional spreads and municipal bond yield curves.
The valuation of the Company’s asset-backed securities is determined utilizing an approach that combines advanced analytics with structural and fundamental cash flow analysis based upon observed market based yields. The third party provider’s model analyzes each instrument’s underlying collateral given observable collateral characteristics and credit statistics to extrapolate future performance and project cash flows, by incorporating expectations of default probabilities, recovery rates, prepayment speeds, loss severities and a derived discount rate. The Company has determined that due to the liquidity and significance of unobservable inputs, that asset-backed securities are classified in Level 3 of the valuation hierarchy.
TheAt December 31, 2016 the Company holdsheld one pooled trust preferred security.security which was subsequently sold in 2017. The security’s fair value iswas based on unobservable issuer-provided financial information and discounted cash flow models derived from the underlying structured pool and therefore iswas classified as Level 3.
Loans Held for Sale: The fair value of residential and government mortgage loans held for sale is estimated using quoted market prices for loans with similar characteristics provided by government-sponsored entities. Any changes in the valuation of mortgage loans held for sale is based upon the change in market interest rates between closing the loan and the measurement date and an immaterial portion attributable to changes in instrument-specific credit riskrisk. The Company has determined that loans held for sale are classified in Level 2 of the valuation hierarchy.
Mortgage Servicing Rights: A mortgage servicing right (“MSR”) asset represents the amount by which the present value of the estimated future net cash flows to be received from servicing loans are expected to more than adequately compensate the Company for performing the servicing. The fair value of servicing rights is provided by a third party and is estimated using a present value cash flow model. The most important assumptions used in the valuation model are the anticipated rate of the loan prepayments and discount rates. Adjustments are recorded monthly, as the cash flows derived from the valuation model change the fair value of the asset. Although some assumptions in determining fair value are based on standards used by market participants, some are based on unobservable inputs and therefore are classified in Level 3 of the valuation hierarchy.

119


United Financial Bancorp, Inc. and Subsidiaries
Notes to Consolidated Financial Statements — (Continued)
125



Derivatives: Derivative instruments related to commitments for loans to be sold are carried at fair value. Fair value is determined through quotes obtained from actively traded mortgage markets. Any change in fair value for rate lock commitments to the borrower is based upon the change in market interest rates between making the rate lock commitment and the measurement date and, for forward loan sale commitments to the investor, is based upon the change in market interest rates from entering into the forward loan sales contract and the measurement date. Both the rate lockloan commitments to the borrowers and the forward loan sale commitments to investors are derivatives pursuant to the requirements of FASB ASC 815-10; however, the Company has not designated them as hedging instruments. Accordingly, they are marked to fair value through earnings.
The Company’s intention is to sell the majority of its fixed rate mortgage loans with original terms of 30 years on a servicing retained basis as well as certain 10, 15 and 20 year loans. The servicing value has been included in the pricing of the rate lock commitments. The Company estimates a fallout rate of approximately 11% based upon historical averages in determining the fair value of rate lock commitments. Although the use of historical averages is based upon unobservable data, the Company believes that this input is insignificant to the valuation and, therefore, has concluded that the fair value measurements meet the Level 2 criteria. The Company continually reassesses the significance of the fallout rate on the fair value measurement and updates the fallout rate accordingly.
Hedging derivatives include interest rate swaps as part of management’s strategy to manage interest rate risk. The valuation of the Company’s interest rate swaps is obtained from a third-party pricing service and is determined using a discounted cash flow analysis on the expected cash flows of each derivative. The pricing analysis is based on observable inputs for the contractual terms of the derivatives, including the period to maturity and interest rate curves. The Company has determined that the majority of the inputs used to value its interest rate derivatives fall within Level 2 of the fair value hierarchy.
The following table presents additional quantitative information about assets measured at fair value on a recurring basis for which the Company utilized Level 3 inputs to determine fair value at December 31, 2015:2017:
(Dollars in thousands)      
 
Fair
Value
 Valuation Technique Unobservable Inputs 
Range
(Weighted Average)
 
Fair
Value
 Valuation Technique Unobservable Inputs Range
(Weighted Average)
Asset-backed securities $144,513
 Discounted Cash Flow Discount Rates 1.5% - 6.7% (5.5%) $167,139
 Discounted Cash Flow Discount Rates 2.8% - 6.8% (3.98%)
   Cumulative Default % 6.1% - 11.8% (8.7%)   Cumulative Default % 3.8% - 15.2% (10.25%)
   Loss Given Default 1.8% - 3.9% (2.8%)   Loss Given Default 1.1% - 5.3% (3.20%)
      
Corporate debt - pooled trust $1,557
 Discounted Cash Flow Discount Rate 7.0% (7.0%)
preferred security   Cumulative Default % 2.8% - 42.1% (12.2%)
   Loss Given Default 85% - 100% (94.2%)
   
Mortgage servicing rights $7,074
 Discounted Cash Flow Discount Rate 9.0% - 18.0% (10.5%) $11,733
 Discounted Cash Flow Discount Rate 9.0% - 18.0% (10.66%)
   Cost to Service $50 - $110 ($61.37)   Cost to Service $50 - $110 ($64.19)
   Float Earnings Rate 0.25% (0.25%)   Float Earnings Rate 0.25% (0.25%)
Asset-backed securities: Given the level of market activity for the asset backed securities in the portfolio, the discount rates utilized in the fair value measurement were derived by analyzing current market yields for comparable securities and research reports issued by brokers and dealers in the financial services industry. Adjustments were then made for credit and structural differences between these types of securities.  There is an inverse correlation between the discount rate and the fair value measurement.  When the discount rate increases, the fair value decreases.
Other significant unobservable inputs to the fair value measurement of the asset backed securities in the portfolio included prospective defaults and recoveries.  The cumulative default percentage represents the lifetime defaults assumed.  The loss given default percentage represents the percentage of current and projected defaults assumed to be lost.  There is an inverse correlation between the default percentages and the fair value measurement.  When default percentages increase, the fair value decreases. 
Corporate debt: Given the level of market activity the trust preferred securities in the form of collateralized debt obligations, the discount rate utilized in the fair value measurement were derived by analyzing current market yields for trust preferred securities of individual name issuers in the financial services industry. Adjustments were then made for credit and structural differences between these types of securities.  There is an inverse correlation between the discount rate and the fair value measurement.  When the discount rate increases, the fair value decreases.

120


United Financial Bancorp, Inc. and Subsidiaries
Notes to Consolidated Financial Statements — (Continued)

Other significant unobservable inputs to the fair value measurement of the collateralized debt obligations included prospective defaults and recoveries.  The cumulative default percentage represents the lifetime defaults assumed, excluding currently defaulted collateral and including all performing and currently deferring collateral.  As a result, the cumulative default percentage also reflects assumptions of the possibility of currently deferring collateral curing and becoming current.  The loss given default percentage represents the percentage of current and projected defaults assumed to be lost.  There is an inverse correlation between the cumulative default and loss given default percentages and the fair value measurement.  When default percentages increase, the fair value decreases. 
Mortgage servicing rights: The discount rate utilized in the fair value measurement was derived by analyzing recent and historical pricing for MSRs. Adjustments were then made for various loan and investor types underlying these MSRs.  There is an inverse correlation between the discount rate and the fair value measurement.  When the discount rate increases, the fair value decreases.
Other significant unobservable inputs to the fair value measurement of MSR’sMSRs include cost to service, an input that is not as simple as taking total costs and dividing by a number of loans.  It is a figure informed by marginal cost and pricing for MSRs by competing firms, taking other assumptions into consideration.  It is different for different loan types.  There is an inverse correlation between the cost to service and the fair value measurement.  When the cost assumption increase, the fair value decreases.

126


Assets and Liabilities Measured at Fair Value on a Non-Recurring Basis
The Company may also be required, from time to time, to measure certain other assets at fair value on a non-recurring basis in accordance with generally accepted accounting principles; that is, the instruments are not measured at fair value on an ongoing basis but are subject to fair value adjustments in certain circumstances. These adjustments to fair value usually result from application of lower-of-cost-or-market accounting or write-downs of individual assets. There were no liabilities measured at fair value on a non-recurring basis at December 31, 20152017 and 2014.2016. The following tables detail the assets carried at fair value on a non-recurring basis at December 31, 20152017 and 20142016 and indicate the fair value hierarchy of the valuation technique utilized by the Company to determine fair value:
Total Fair
Value
 
Quoted Prices in
Active Markets for
Identical Assets
(Level 1)
 
Other
Observable
Inputs
(Level 2)
 
Significant
Unobservable
Inputs
(Level 3)
Total Fair
Value
 
Quoted Prices in
Active Markets for
Identical Assets
(Level 1)
 
Other
Observable
Inputs
(Level 2)
 
Significant
Unobservable
Inputs
(Level 3)
(In thousands)(In thousands)
December 31, 2015       
December 31, 2017       
Impaired loans$2,096
 $
 $
 $2,096
$4,488
 $
 $
 $4,488
Other real estate owned755
 
 
 755
2,154
 
 
 2,154
Total$2,851
 $
 $
 $2,851
$6,642
 $
 $
 $6,642
              
December 31, 2014       
December 31, 2016       
Impaired loans$2,863
 $
 $
 $2,863
$5,100
 $
 $
 $5,100
Other real estate owned2,239
 
 
 2,239
1,890
 
 
 1,890
Total$5,102
 $
 $
 $5,102
$6,990
 $
 $
 $6,990
The following is a description of the valuation methodologies used for assets that are recorded at fair value on a non-recurring basis:
Impaired Loans: Accounting standards require that a creditor recognize the impairment of a loan if the present value of expected future cash flows discounted at the loan’s effective interest rate (or, alternatively, the observable market price of the loan or the fair value of the collateral) is less than the recorded investment in the impaired loan. Non-recurring fair value adjustments to collateral dependent loans are recorded, when necessary, to reflect partial write-downs and the specific reserve allocations based upon observable market price or current appraised value of the collateral less selling costs and discounts based on management’s judgment of current conditions. Based on the significance of management’s judgment, the Company records collateral dependent impaired loans as non-recurring Level 3 fair value measurements.
Other Real Estate Owned: The Company classifies property acquired through foreclosure or acceptance of deed-in-lieu of foreclosure, as other real estate owned (“OREO”) in its financial statements. Upon foreclosure, the property securing the loan is recorded at fair value as determined by real estate appraisals less the estimated selling expense. Appraisals are based upon observable market data such as comparable sales within the real estate market. Assumptions are also made based on management’s judgment of the appraisals and current real estate market conditions and therefore these assets are classified as non-recurring Level 3 assets in the fair value hierarchy.
Impaired Loans: Accounting standards require that a creditor recognize the impairment of a loan if the present value of expected future cash flows discounted at the loan’s effective interest rate (or, alternatively, the observable market price of the loan or the fair value of the collateral) is less than the recorded investment in the impaired loan. Non-recurring fair value adjustments to collateral dependent loans are recorded, when necessary, to reflect partial write-downs and the specific reserve allocations based upon observable market price or current appraised value of the collateral less selling costs and discounts based on management’s

121


United Financial Bancorp, Inc. and Subsidiaries
Notes to Consolidated Financial Statements — (Continued)

judgment of current conditions. Based on the significance of management’s judgment, the Company records collateral dependent impaired loans as non-recurring Level 3 fair value measurements.
Gains (losses) on assets recorded at fair value at year-end on a non-recurring basis are as follows:
 For the Years Ended December 31, For the Years Ended December 31,
 2015 2014 2013 2017 2016 2015
 (In thousands) (In thousands)
Impaired loans $(274) $(1,865) $(977) $121
 $(541) $(274)
Other real estate owned (218) (409) (85) (255) (126) (118)
Total $(492) $(2,274) $(1,062) $(134) $(667) $(392)
Disclosures about Fair Value of Financial Instruments
The following methods and assumptions were used by management to estimate the fair value of each additional class of financial instruments for which it is practicable to estimate that value.

127


Cash and Cash Equivalents: Carrying value is assumed to represent fair value for cash and due from banks and short-term investments, which have original maturities of 90 days or less.
Loans Receivable - net: The fair value of the net loan portfolio is determined by discounting the estimated future cash flows using the prevailing interest rates and appropriate credit and prepayment risk adjustments as of period-end at which similar loans would be made to borrowers with similar credit ratings and for the same remaining maturities. The fair value of non-performing loans is estimated using the Bank’sCompany’s prior credit experience.
Federal Home Loan Bank of Boston (“FHLBB”) stock: FHLBB stock is a non-marketable equity security which is assumed to have a fair value equal to its carrying value due to the fact that it can only be redeemed by the FHLB Boston at par value.
Accrued Interest Receivable: Carrying value is assumed to represent fair value.
Deposits and Mortgagors’ and Investors’ Escrow Accounts: The fair value of demand, non-interest- bearing checking, savings and certain money market deposits is determined as the amount payable on demand at the reporting date. The fair value of time deposits is estimated by discounting the estimated future cash flows using rates offered for deposits of similar remaining maturities as of period-end.
FHLBB Advances and Other Borrowings: The fair value of borrowed funds is estimated by discounting the future cash flows using market rates for similar borrowings.

122


United Financial Bancorp, Inc. and Subsidiaries
Notes to Consolidated Financial Statements — (Continued)
128



As of December 31, 20152017 and 2014,2016, the carrying value and estimated fair values of the Company’s financial instruments are as described below:
Carrying
Value
 Fair Value
Carrying
Value
 Fair Value
Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total
 (In thousands)
 (In thousands)
December 31, 2015         
December 31, 2017         
Financial assets:                  
Cash and cash equivalents$95,176
 $95,176
 $
 $
 $95,176
$88,668
 $88,668
 $
 $
 $88,668
Available for sale securities1,059,169
 3,227
 909,872
 146,070
 1,059,169
1,050,787
 417
 883,231
 167,139
 1,050,787
Held to maturity securities14,565
 
 15,683
 
 15,683
13,598
 
 14,300
��
 14,300
Loans held for sale10,136
 
 10,136
 
 10,136
114,073
 
 114,073
 
 114,073
Loans receivable-net4,587,062
 
 
 4,629,243
 4,629,243
5,307,678
 
 
 5,297,381
 5,297,381
FHLBB stock51,196
 
 
 51,196
 51,196
50,194
 
 
 50,194
 50,194
Accrued interest receivable15,740
 
 
 15,740
 15,740
22,332
 
 
 22,332
 22,332
Derivative assets12,910
 
 12,910
 
 12,910
11,741
 
 11,741
 
 11,741
Mortgage servicing rights7,074
 
 
 7,074
 7,074
11,733
 
 
 11,733
 11,733
Financial liabilities:        
        
Deposits4,437,071
 
 
 4,436,456
 4,436,456
5,198,221
 
 
 5,191,159
 5,191,159
Mortgagors’ and investors’ escrow accounts13,526
 
 
 13,526
 13,526
7,545
 
 
 7,545
 7,545
FHLBB advances and other borrowings1,099,020
 
 1,096,452
 
 1,096,452
1,165,054
 
 1,200,453
 
 1,200,453
Derivative liabilities16,675
 
 16,675
 
 16,675
13,983
 
 13,983
 
 13,983
                  
December 31, 2014         
December 31, 2016         
Financial assets:                  
Cash and cash equivalents$86,952
 $86,952
 $
 $
 $86,952
$90,944
 $90,944
 $
 $
 $90,944
Available for sale securities1,053,011
 3,299
 912,505
 137,207
 1,053,011
1,043,411
 375
 887,564
 155,472
 1,043,411
Held to maturity securities15,368
 
 16,713
 
 16,713
14,038
 
 14,829
 
 14,829
Loans held for sale8,220
 
 8,220
 
 8,220
62,517
 
 62,517
 
 62,517
Loans receivable-net3,877,063
 
 
 3,919,432
 3,919,432
4,870,552
 
 
 4,895,638
 4,895,638
FHLBB stock31,950
 
 
 31,950
 31,950
53,476
 
 
 53,476
 53,476
Accrued interest receivable14,212
 
 
 14,212
 14,212
18,771
 
 
 18,771
 18,771
Derivative assets4,073
 
 4,073
 
 4,073
11,734
 
 11,734
 
 11,734
Mortgage servicing rights4,729
 
 
 4,729
 4,729
10,104
 
 
 10,104
 10,104
Financial liabilities:                  
Deposits4,035,311
 
 
 3,899,658
 3,899,658
4,711,172
 
 
 4,711,774
 4,711,774
Mortgagors’ and investors’ escrow accounts13,004
 
 
 13,004
 13,004
13,354
 
 
 13,354
 13,354
FHLBB advances and other borrowings777,314
 
 
 773,786
 773,786
1,169,619
 
 1,167,066
 
 1,167,066
Derivative liabilities4,952
 
 4,952
 
 4,952
15,040
 
 15,040
 
 15,040
Certain financial instruments and all nonfinancial investments are exempt from disclosure requirements. Accordingly, the aggregate fair value of amounts presented above may not necessarily represent the underlying fair value of the Company.

129


Note 16.15.SHARE-BASED COMPENSATION PLANS
The Company maintains and operates several stock incentive award plans to attract, retain and reward performance of qualified employees and directors who contribute to the success of the Company. These plans include those assumed by the Company in 2014 as a result of merger activity. Active plans, as of January 1, 2017 are:
Rockville Financial, Inc. 2006 Stock Incentive Award Plan (the “2006 Plan”) as approved by the Company’s Board and stockholders. The 2006 Plan allows the Company to use stock options, stock awards, stock appreciation rights and performance awards to attract, retain and reward performance of qualified employees and others who

123


;
United Financial Bancorp, Inc. and Subsidiaries
Notes to Consolidated Financial Statements — (Continued)

contribute to the success of the Company. The 2006 Plan allows for the issuance of a maximum of 349,830 restricted stock shares and 1,326,467 stock options. There were no restricted shares or stock options granted from the Plan in 2015.
The Company maintains and operates the Rockville Financial, Inc. 2012 Stock Incentive Award Plan (the “2012 Plan”) as approved by the Company’s Board and stockholders. The 2012 Plan allows the Company to use stock options, stock awards, stock appreciation rights and performance awards to attract, retain and reward performance of qualified employees and others who contribute to the success of the Company. The 2012 Plan allows for the issuance of a maximum of 684,395 restricted stock shares and 1,710,989 stock options. There were 27,330 restricted shares and no stock option awards granted from the 2012 Plan in 2015. None of the restricted shares granted are performance vested.;
In connection with the Merger, the Company assumed the following Legacy United share-based compensation plans: (a) United Financial Bancorp, Inc. 2006 Stock-Based Incentive Plan, (b) United Financial Bancorp, Inc. 2008 Equity Incentive Plan, (c) CNB Financial Corp. 2008 Equity Incentive Plan,Plan; and (d) CNB Amended and Restated Stock Option Plan collectively referred to as “the Legacy United Stock Plans.”
On October 29, 2015, a special meeting of stockholders was held and the shareholders approved the 2015 Omnibus Stock Incentive Plan (the “2015 Plan”).
The 2015 Plan became effective on October 29, 2015 upon approval by the Company’s Shareholders. As of the effective date of the 2015 Plan, no other awards may be granted from the previously approved or assumed plans. The 2015 Plan allows the Company to use stock options, stock awards, and performance awards to attract, retain and reward performance of qualified employees and othersdirectors who contribute to the success of the Company. The 2015 Plan reserves a total of up to 4,050,000 shares (the “Cap”) of Company common stock for issuance upon the grant or exercise of awards made pursuant to the 2015 Plan. Of these shares, the Company may grant shares in the form of restricted stock, performance shares and other stock-basedshare-based awards and may grant stock options. However, the number of shares issuable will be adjusted by a “fungible ratio” of 2.35. This means that for each share award other than a stock option share or a stock appreciation right share, each 1 share awarded shall be deemed to be 2.35 shares awarded. The 2015 Plan became effective on October 29, 2015 by the approval of the Company’s shareholders, and upon shareholder approval no other awards may be granted from the 2006 Plan, the 2012 Plan, or the Legacy United Stock Plans. As of December 31, 2015, there were 3,503,590 awards remaining2017, 2,520,877 shares remained available for future grants under the 2015 Plan.
Total employee and Director share-based compensation expense recognized for stock options and restricted stock was $2.7 million with a related tax benefit recorded of $595,000 for the year ended December 31, 2017. Of the total expense, the amount for Director share-based compensation expense recognized (in the Consolidated Statements of Net Income as other non-interest expense) was $400,000, and the amount for officer share-based compensation expense recognized (in the Consolidated Statements of Net Income as salaries and employee benefit expense) was $2.3 million.
Total employee and Director share-based compensation expense recognized for stock options and restricted stock was $2.3 million with a related tax benefit recorded of $797,000 for the year ended December 31, 2016. Of the total expense, the amount for Director share-based compensation expense recognized (in the Consolidated Statements of Net Income as other non-interest expense) was $425,000, and the amount for officer share-based compensation expense recognized (in the Consolidated Statements of Net Income as salaries and employee benefit expense) was $1.8 million.
Total employee and Director share-based compensation expense recognized for stock options and restricted stock was $1.1 million, with a related tax benefit recorded of $388,000 for the year ended December 31, 2015. Of the total expense, the amount for Director share-based compensation expense recognized (in the Consolidated Statements of Net Income as other non-interest expense) was $252,000, the amount for officer share-based compensation expense recognized (in the Consolidated Statements of Net Income as salaries and employee benefitbenefits expense) was $707,000, and merger and acquisition expense recognized (in the Consolidated Statements of Net Income as non-interest expense) was $117,000 due to the acceleration of vesting as a result of an executive officer exercising a merger related change in control agreement.
Total employee and Director share-based compensation expense recognized for stock options and restricted stock was $1.4 million, with a related tax benefit recorded of $500,000, and $2.5 million with a related tax benefit recorded of $855,000, respectively for the year ended December 31, 2014. Of the total expense, the amount for Director share-based compensation expense recognized (in the Consolidated Statements of Net Income as other non-interest expense) was $301,000, the amount for officer share-based compensation expense recognized (in the Consolidated Statements of Net Income as salaries and benefits expense) was $1.1 million, and merger and acquisition expense recognized (in the Consolidated Statements of Net Income as non-interest expense) was $2.6 million reflecting Director and officer expense due to the accelerated vesting of all outstanding stock options and restricted stock which occurred on the effective date of the Merger.
Total employee and Director share-based compensation expense recognized for stock options and restricted stock was $2.7 million, with a related tax benefit recorded of $921,000, for the year ended December 31, 2013, of which Director share-based compensation expense recognized (in the Consolidated Statements of Net Income as other non-interest expense) was $722,000 and officer share-based compensation expense recognized (in the Consolidated Statements of Net Income as salaries and benefits expense) was $1.9 million. The total charge of $2.7 million includes $357,000 related to 24,932 vested restricted shares used for income tax withholding payments on behalf of certain executives.
The fair values of stock option and restricted stock awards, measured at grant date, are amortized to compensation expense on a straight-line basis over the vesting period. The Company accelerates the recognition of compensation costs for 2006 and 2012 Plans share-based awards granted to retirement-eligible employees and Directors and employees and Directors who become retirement-eligible prior to full vesting of the award because the Company’s incentive compensation plans allow for full vesting at the time an employee or Director retires. The 2015 Plan does not accelerate upon retirement. Share-based compensation granted to non-retirement-eligible individuals pursuant to the 2006 Plan and share-based compensation granted to all individuals pursuant to the 2012 and 2015 Plans are expensed over the normal vesting period as established by each plan.

124


United Financial Bancorp, Inc. and Subsidiaries
Notes to Consolidated Financial Statements — (Continued)
130



Stock Options:
The following table presents the activity related to the Company’s stock options outstanding, including options that have stock appreciation rights (“SARs”), as of andunder the Plans for the year ended December 31, 2015:2017:
 
 
Number of
Stock
Options
 
Weighted-
Average
Exercise
Price
 
Weighted-
Average
Remaining
Contractual
Term
(in years)
 
Aggregate
Intrinsic
Value
(in millions)
Outstanding at December 31, 20143,390,469
 $10.70
    
Granted
 
    
Exercised(678,363) 9.75
   2.4
Forfeited, expired, or canceled(62,371) 13.48
    
Outstanding at December 31, 20152,649,735
 $10.88
 5.4 $5.7
Stock options vested and exercisable at December 31, 20152,446,573
 $10.64
 5.2 $5.7
On May 2, 2014, the Company registered 1,291,793 options at an exercise price of $9.36 per share (adjusted for the exchange ratio) pursuant to its Registration Statement on Form S-8 under which the Company assumed all outstanding fully vested stock options under the Legacy United Stock Plans, which include options that were granted as SARs. These options have terms expiring between 2014 and 2022.
As of April 30, 2014, the effective time of the Merger, all outstanding Company stock options, including those held by directors and executive officers, became fully vested in accordance with the change in control provisions within the merger agreement. The expense related to the accelerated vesting recorded during the second quarter of 2014 totaled $1.1 million and was included in non-interest expenses as merger related expense.
 
Number of
Stock
Options
 
Weighted-
Average
Exercise
Price
 
Weighted-
Average
Remaining
Contractual
Term
(in years)
 
Aggregate
Intrinsic
Value
(in millions)
Outstanding at December 31, 20161,936,453
 $11.21
    
Granted
 
    
Exercised(240,638) 10.26
   1.8
Forfeited, expired, or canceled(820) 13.73
    
Outstanding at December 31, 20171,694,995
 $11.34
 4.3 $10.7
Stock options vested and exercisable at December 31, 20171,675,712
 $11.32
 4.3 $10.6
As of December 31, 2015,2017, the unrecognized cost related to theoutstanding stock options awarded under the 2006was $27,000 and 2012 Plans of $313,000 will be recognized over a weighted-average period of 2.71.46 years.
The Company used the Black-Scholes option pricing model for estimating the fair value of stock options granted. There were no stock options granted in 2015. The weighted-average estimated fair values of stock option grants and the assumptions that were used in calculating such fair values for the years 2014 and 2013 were based on estimates at the date of grant as follows:
 2014 2013
Weighted per share average fair value of options granted$1.95
 $1.80
Assumptions:   
Risk-free interest rate1.94% 1.61%
Expected volatility19.90% 20.33%
Expected dividend yield2.92% 3.03%
Expected life of options granted6.0 years
 6.0 years
The expected volatility was determined using the Company’s historical trading volatility since the closing of the second-step conversion dated March 3, 2011. The Company estimates option forfeitures using historical data on employee terminations. The expected life of stock options granted represents the period of time that stock options granted are expected to be outstanding. The risk-free interest rate for periods within the contractual life of the stock option is based on the average five- and seven-year U.S. Treasury Note yield curve in effect at the date of grant. The expected dividend yield reflects an estimate of the dividends the Company expects to declare over the expected life of the options granted.
Stock options provide grantees the option to purchase shares of common stock at a specified exercise price and expire ten years from the date of grant.
There were no stock options granted in 2017 or 2016.
Options exercised may include awards that were originally granted as tandem SARs. Therefore, if the SAR component is exercised, it will not equate to the number of shares issued due to the conversion of the SAR option value to the actual share value at exercise date. There were no options with a SAR component included in total options exercised during the year ended December 31, 2017.
Restricted Stock:
Restricted stock provides grantees with rights to shares of common stock upon completion of a service period.period and in certain cases obtaining a performance metric. During the restriction period, all shares are considered outstanding and dividends are paid on the restricted stock.

125


United Financial Bancorp, Inc. and Subsidiaries
Notes During the year ended December 31, 2017, the Company issued 155,180 shares of restricted stock from shares available under the Company’s 2015 Plan to Consolidated Financial Statements — (Continued)certain employees.

The following table presents the activity for unvested restricted stock for the year ended December 31, 2015:2017:
 
Number of
Shares
 
Weighted-Average
Grant-Date
Fair Value
Number of
Shares
 
Weighted-Average
Grant-Date
Fair Value
Unvested as of December 31, 2014124,536
 $13.66
Unvested as of December 31, 2016438,806
 $14.23
Granted259,845
 13.08
155,180
 18.15
Vested(57,233) 13.63
(159,744) 14.56
Forfeited(1,135) 13.22
(9,242) 13.71
Unvested as of December 31, 2015326,013
 $13.20
Unvested as of December 31, 2017425,000
 $15.55
The fair value of restricted shares that vested during the years ended December 31, 2017, 2016 and 2015 2014 and 2013 was $780,000, $3.0$2.8 million, $1.5 million, and $2.0 million,$780,000, respectively. The weighted-average grant date fair value of restricted stock granted during the years ended December 31, 2017, 2016 and 2015 2014was $18.15, $15.61 and 2013 was $13.08, $13.64 and $13.20, respectively.
As of April 30, 2014, the effective time of the merger, all outstanding Company restricted stock awards, including those held by directors and executive officers, became fully vested in accordance with the change in control provisions within the merger agreement. The expense related to the accelerated vesting recorded during the second quarter of 2014 was $1.5 million, and was included in non-interest expenses as merger related expense.
As of December 31, 2015,2017, there was $3.4$4.9 million of total unrecognized compensation cost related to unvested restricted stock which is expected to be recognized over a weighted-average period of 2.42.2 years.
Of the remaining unvested restricted stock, 99,811207,262 shares will vest in 2016, 105,8542018, 137,190 shares will vest in 2017 and 120,3482019, 75,474 shares will vest in 2018.2020, and 5,074 will vest in 2021. All unvested restricted stock shares are expected to vest.

131


Employee Stock Ownership Plan:
In connection with the reorganization and stock offering completed in 2005, the Company established an ESOP for eligible employees of the Bank,Company, and authorized the Company to lend funds to the ESOP to purchase 699,659 or 3.6% of the shares issued in the initial public offering. Upon completion of the 2005 reorganization, the ESOP borrowed $4.4 million from the Company to purchase 437,287 shares of common stock. Additional shares of 59,300 and 203,072 were subsequently purchased by the ESOP in the open market at a total cost of $817,000 and $2.7 million in 2006 and 2005, respectively, with additional funds borrowed from the Company. The interest rate for the original ESOP loan was the prime rate plus one percent, or 4.25% as of December 31, 2014. As the loan was repaid to the Company, shares were released from collateral and allocated to the accounts of the participants. There is no outstanding balance as the loan was paid in full on December 31, 2014. Principal payments of $7.8 million have been made on the loan since inception.
As part of the second-step conversion and stock offering completed in 2011, the Bank authorized the Company to lend funds to the ESOP to purchase 684,395 shares, 276,017 shares of which were purchased during the public offering at a cost of $10.00 per share. In March 2011, the remaining shares totaling 408,378 were subsequently purchased by the ESOP in the open market at an average cost of $10.56 per share, or $4.3 million. The interest rate for the second ESOP loan is the prime rate plus one percent, or 4.50%5.50% as of December 31, 2015.2017. As of December 31, 2015,2017, the outstanding balance for the loan was $6.3$6.0 million, with a remaining term of 2523 years. Principal payments of $721,000$1.0 million have been made on the loan since inception. Dividends paid in 20152017 totaling $273,000$263,000 on all unallocated ESOP shares were offset to the interest payable on the note owed by the Company.
The total ESOP expense was $299,000, $1.7 million$400,000, $308,000 and $1.7 million$299,000 for the years ended December 31, 2015, 20142017, 2016 and 2013,2015, respectively. At December 31, 2015,2017, there were 114,066159,692 allocated and 570,329524,703 unallocated ESOP shares and the unallocated shares had an aggregate fair value of $7.3$9.3 million.
Effective January 1, 2014, the Company merged its ESOP with its Defined Contribution Plan, or 401(k). Plan. In addition to employer matching cash contributions to the 401(k) Plan, shares released from the pay down on the ESOP loans will be allocated to all participants in the 401(k) Plan.

126


United Financial Bancorp, Inc. and Subsidiaries
Notes to Consolidated Financial Statements — (Continued)

Note 17.16.PENSION PLANS AND OTHER POST-RETIREMENT BENEFITS
Defined Benefit, Supplemental and Other Post-retirement Plans
Legacy Rockville offered a noncontributory defined benefit pension plan through December 31, 2012 for eligible employees who met certain minimum service and age requirements hired before January 1, 2005. Pension plan benefits were based upon employee earnings during the period of credited service. The pension plan was frozen effective December 31, 2012. Employees hired on or after January 1, 2005 receive no benefits under the plan. All other employees accrue no additional retirement benefits on or after January 1, 2013, and the amount of their qualified retirement income will not exceed the amount of benefits determined as of December 31, 2012.
The Company also has supplemental retirement plans (the “Supplemental Plans”) that provide benefits for certain key officers. Benefits under the Supplemental Plans are based on a predetermined formula and are reduced by other benefits. The liability arising from these plans is being accrued over the participants’ remaining periods of service so that at the expected retirement dates, the present value of the annual payments will have been expensed.
The Company also provides an unfunded post-retirement medical, health and life insurance benefit plan for retirees and employees hired prior to March 31, 1993.

127


United Financial Bancorp, Inc. and Subsidiaries
Notes to Consolidated Financial Statements — (Continued)
132



The following table sets forth changes in the benefit obligation, changes in plan assets and the funded status of the pension plan and post-retirement benefit plans for the years ended December 31, 2015, 20142017, 2016 and 2013:2015:
Qualified
Pension Plan
December 31,
 
Supplemental
Executive
Retirement Plans
December 31,
 
Other Post-
Retirement
Benefits
December 31,
Qualified
Pension Plan
December 31,
 
Supplemental
Executive
Retirement Plans
December 31,
 
Other Post-
Retirement
Benefits
December 31,
2015 2014 2013 2015 2014 2013 2015 2014 20132017 2016 2015 2017 2016 2015 2017 2016 2015
(In thousands )(In thousands )
Change in Benefit Obligation:                                  
Benefit obligation at beginning of year$30,571
 $24,224
 $27,226
 $1,368
 $1,191
 $1,199
 $2,218
 $1,926
 $2,547
$28,475
 $27,115
 $30,571
 $1,000
 $929
 $1,368
 $2,041
 $1,841
 $2,218
Service cost60
 75
 50
 24
 25
 38
 23
 19
 35

 
 60
 24
 22
 24
 21
 13
 23
Interest cost1,162
 1,145
 1,048
 40
 54
 48
 80
 85
 91
1,162
 1,186
 1,162
 39
 39
 40
 79
 76
 80
Plan participants’ contributions
 
 
 
 
 
 28
 26
 26

 
 
 
 
 
 28
 27
 28
Actuarial loss (gain)(3,821) 6,460
 (3,291) (79) 166
 (159) (413) 271
 (661)2,379
 1,088
 (3,821) 72
 37
 (79) (10) 180
 (413)
Benefits paid and administration expenses(857) (1,333) (809) (31) (484) (28) (95) (109) (112)(971) (914) (857) (33) (27) (31) (100) (96) (95)
Curtailments, settlements, special termination benefits
 
 
 (393) 416
 93
 
 
 

 
 
 
 
 (393) 
 
 
Benefit obligation at end of year$27,115
 $30,571
 $24,224
 $929
 $1,368
 $1,191
 $1,841
 $2,218
 $1,926
$31,045
 $28,475
 $27,115
 $1,102
 $1,000
 $929
 $2,059
 $2,041
 $1,841
Change in Plan Assets:                                  
Fair value of plan assets at beginning of year$26,519
 $26,258
 $22,782
 $
 $
 $
 $
 $
 $
$26,425
 $25,240
 $26,519
 $
 $
 $
 $
 $
 $
Actual return (loss) on plan assets(422) 1,594
 4,285
 
 
 
 
 
 
3,824
 1,571
 (422) 
 
 
 
 
 
Employer contributions
 
 
 424
 484
 28
 67
 83
 86
625
 528
 
 33
 27
 424
 72
 69
 67
Plan participants’ contributions
 
 
 
 
 
 28
 26
 26

 
 
 
 
 
 28
 27
 28
Benefits paid and administration expenses(857) (1,333) (809) (31) (484) (28) (95) (109) (112)(971) (914) (857) (33) (27) (31) (100) (96) (95)
Settlements
 
 
 (393) 
 
 
 
 

 
 
 
 
 (393) 
 
 
Fair value of plan assets at end of year$25,240
 $26,519
 $26,258
 $
 $
 $
 $
 $
 $
$29,903
 $26,425
 $25,240
 $
 $
 $
 $
 $
 $
Funded Status:                                  
Overfunded (underfunded) status at end of year$(1,875) $(4,052) $2,034
 $(929) $(1,368) $(1,191) $(1,841) $(2,218) $(1,926)
Underfunded status at end of year$(1,142) $(2,050) $(1,875) $(1,102) $(1,000) $(929) $(2,059) $(2,041) $(1,841)
Amounts Recognized in the Consolidated Statements of Condition                                  
Accrued expenses and other liabilities$(1,875) $(4,052) $2,034
 $(929) $(1,368) $(1,191) $(1,841) $(2,218) $(1,926)$(1,142) $(2,050) $(1,875) $(1,102) $(1,000) $(929) $(2,059) $(2,041) $(1,841)

128


United Financial Bancorp, Inc. and Subsidiaries
Notes to Consolidated Financial Statements — (Continued)
133



The components of accumulated other comprehensive loss related to pensions and other post-retirement benefits and related tax effects at December 31, 2015, 20142017, 2016 and 20132015 are summarized below:
Qualified
Pension Plan
December 31,
 
Supplemental
Executive
Retirement Plans
December 31,
 
Other Post-
Retirement
Benefits
December 31,
Qualified
Pension Plan
December 31,
 
Supplemental
Executive
Retirement Plans
December 31,
 
Other Post-
Retirement
Benefits
December 31,
2015 2014 2013 2015 2014 2013 2015 2014 20132017 2016 2015 2017 2016 2015 2017 2016 2015
(In thousands )(In thousands )
Amounts Recognized in Accumulated Other Comprehensive Loss Consist of:                                  
Prior service cost$
 $
 $
 $85
 $92
 $273
 $
 $
 $
$
 $
 $
 $71
 $78
 $85
 $
 $
 $
Net loss (gain)7,050
 9,362
 2,625
 79
 202
 103
 (134) 297
 15
7,285
 7,696
 7,050
 187
 117
 79
 35
 45
 (134)
Total accumulated other comprehensive loss (income)7,050
 9,362
 2,625
 164
 294
 376
 (134) 297
 15
7,285
 7,696
 7,050
 258
 195
 164
 35
 45
 (134)
Deferred tax (asset) liability(2,540) (3,278) (844) (59) (69) (131) 48
 (97) (5)(2,625) (2,773) (2,540) (93) (70) (59) (12) (16) 48
Net impact on accumulated other comprehensive loss$4,510
 $6,084
 $1,781
 $105
 $225
 $245
 $(86) $200
 $10
$4,660
 $4,923
 $4,510
 $165
 $125
 $105
 $23
 $29
 $(86)
The following table sets forth the components of net periodic benefit costs and other amounts recognized in other comprehensive income (loss) for the retirement plans for the years ended December 31, 2015, 20142017, 2016 and 2013:2015:
Qualified Pension Plan 
Supplemental
Executive
Retirement Plans
 
Other Post- Retirement
Benefits
Qualified Pension Plan 
Supplemental
Executive
Retirement Plans
 
Other Post- Retirement
Benefits
2015 2014 2013 2015 2014 2013 2015 2014 20132017 2016 2015 2017 2016 2015 2017 2016 2015
(In thousands)(In thousands)
Components of Net Periodic Benefit Cost:                                  
Service cost$60
 $75
 $50
 $24
 $25
 $38
 $23
 $19
 $35
$
 $
 $60
 $24
 $22
 $24
 $21
 $13
 $23
Interest cost1,162
 1,145
 1,048
 40
 54
 48
 80
 85
 91
1,162
 1,186
 1,162
 39
 39
 40
 79
 76
 80
Expected return on plan assets(1,824) (1,595) (1,734) 
 
 
 
 
 
(1,603) (1,624) (1,824) 
 
 
 
 
 
Amortization of net actuarial losses (gains)738
 (277) 784
 3
 2
 5
 18
 (10) 66
Amortization of net actuarial losses569
 495
 738
 2
 
 3
 
 
 18
Amortization of prior service cost
 
 
 7
 12
 23
 
 
 

 
 
 7
 7
 7
 
 
 
Settlement charge
 
 
 39
 651
 199
 
 
 

 
 
 
 
 39
 
 
 
Net periodic benefit cost (income)136
 (652) 148
 113
 744
 313
 121
 94
 192
Net periodic benefit cost128
 57
 136
 72
 68
 113
 100
 89
 121
                                  
Other Changes in Plan Assets and Benefit Obligations Recognized in Other Comprehensive Income:                                  
Net loss (gain)(1,574) 6,460
 (5,842) (80) 100
 (159) (413) 271
 (661)158
 1,140
 (1,574) 72
 37
 (80) (10) 180
 (413)
Change in prior service cost (credit)
 
 
 
 (168) (105) 
 
 
Amortization of net (loss) gain(738) 277
 (784) (3) (2) (5) (18) 10
 (66)
Amortization of net loss(569) (495) (738) (2) 
 (3) 
 
 (18)
Amortization of prior service cost
 
 
 (7) (12) (23) 
 
 

 
 
 (7) (7) (7) 
 
 
Loss recognized due to settlement
 
 
 (39) 
 
 
 
 

 
 
 
 
 (39) 
 
 
Total recognized in other comprehensive income (loss)(2,312) 6,737
 (6,626) (129) (82) (292) (431) 281
 (727)(411) 645
 (2,312) 63
 30
 (129) (10) 180
 (431)
Total recognized in net periodic benefit cost and other comprehensive income (loss)$(2,176) $6,085
 $(6,478) $(16) $662
 $21
 $(310) $375
 $(535)$(283) $702
 $(2,176) $135
 $98
 $(16) $90
 $269
 $(310)
Amounts in accumulated other comprehensive loss that are expected to be recognized as components of net periodic benefit cost during 20162018 are $495,000, $7,000$486,000, $14,000 and $0 for the qualified pension plan, supplemental executive retirement plan and other post-retirement benefits plan, respectively.

129


United Financial Bancorp, Inc. and Subsidiaries
Notes to Consolidated Financial Statements — (Continued)
134



Weighted-average assumptions used to determine pension benefit obligations at December 31, follow:
Qualified
Pension
 
Supplemental
Retirement
Plans
 
Other Post-Retirement
Benefits
Qualified
Pension
 
Supplemental
Retirement
Plans
 
Other Post-Retirement
Benefits
2015 2014 2015 2014 2015 20142017 2016 2017 2016 2017 2016
Discount rate4.45% 3.85% 4.30% 3.70% 4.25% 3.70%3.60% 4.15% 3.50% 4.00% 3.50% 4.00%
Expected return on plan assets7.00% 7.00% % % % %6.50% 6.50% % % % %
Rate of compensation increase% % 4.00% 4.00% 4.00% 4.00%
Weighted-average assumptions used to determine net benefit pension expense for the years ended December 31, follow:
Qualified Pension Supplemental Retirement Plans Other Post-Retirement BenefitsQualified Pension Supplemental Retirement Plans Other Post-Retirement Benefits
2015 2014 2013 2015 2014 2013 2015 2014 20132017 2016 2015 2017 2016 2015 2017 2016 2015
Discount rate3.85% 4.80% 3.90% 3.70% 4.70% 3.80% 3.70% 4.55% 3.65%4.15% 4.45% 3.85% 4.00% 4.30% 3.70% 4.00% 4.25% 3.70%
Expected return on plan assets7.00% 7.25% 8.00% % % % % % %6.50% 7.00% 7.00% % % % % % %
Rate of compensation increase% % % 4.00% 4.00% 4.00% 4.00% 4.00% 4.00%% % % % 4.00% 4.00% 4.00% 4.00% 4.00%
The accumulated post-retirement benefit obligation for the other post-retirement benefits was $1.8$2.1 million and $2.2$2.0 million as of December 31, 20152017 and 2014,2016, respectively.
The Company does not intend to apply for the government subsidy under Medicare Part-D for post-retirement prescription drug benefits. Therefore, the impact of the subsidy is not reflected in the development of the liabilities for the plan. As of December 31, 2013, prescription drug benefits are included in the post-retirement benefits offered to employees hired prior to March 1, 1993.
The expected long-term rate of return is based on current and expected asset allocations, as well as the long-term historical risks and returns with each asset class within the plan portfolio. A lower expected rate of return on plan assets increases pension costs.
The discount rate assumption used to measure the post-retirement benefit obligations is set by reference to high-quality bond indices, as well as certain yield curves. The Citigroup Pension Liability IndexPrincipal Discount Yield Curve was used as a benchmark. A higher discount rate decreases the present value of benefit obligations and decreases pension expense.
Assumed Healthcare Trend Rates
The Company’s accumulated other post-retirement benefit obligations take into account certain cost-sharing provisions. The annual rate of increase in the cost of covered benefits (i.e., healthcare cost trend rate) is assumed to be 7% for Pre-65 & 6% for Post-65 at December 31, 2015.2017. Assumed healthcare cost trend rates have a significant effect on the amounts reported for the healthcare plans. A one percentage point change in the assumed healthcare cost trend rate would have the following effects: 
 
1%
Increase
 
1%
Decrease
 
1%
Increase
 
1%
Decrease
 (In thousands) (In thousands)
Effect on post-retirement benefit obligation $2,039
 $(1,675) $2,284
 $1,871
Effect on total service and interest 101
 (80) 102
 81

130


United Financial Bancorp, Inc. and Subsidiaries
Notes to Consolidated Financial Statements — (Continued)
135



Plan Assets
The fair value of major categories of pension plan assets as of December 31, 20152017 and 20142016 are as follows:
Total
Fair Value
Percent
Total
Fair Value
 Percent
(In thousands)(In thousands)
December 31, 2015  
December 31, 2017   
Fixed income funds$10,135
40%$16,264
 54%
Domestic equity funds7,557
30
6,234
 21
International equity funds4,572
18
4,187
 14
Hedge funds2,697
11
2,909
 10
Money market funds279
1
309
 1
Total$25,240
100%$29,903
 100%
     
December 31, 2014  
December 31, 2016   
Fixed income funds$10,255
 39%
Domestic equity funds$11,900
45%8,124
 31
International equity funds1,051
4
5,125
 19
Fixed income funds3,719
14
Domestic bond funds7,996
30
International bond funds790
3
Real estate REIT index funds1,063
4
Hedge funds2,710
 10
Money market funds211
 1
Total$26,519
100%$26,425
 100%
All plan assets are measured at fair value in Level 1 based on quoted market prices in an active exchange market.
The Company’s investment goal is to obtain a competitive risk adjusted return on the Pension Plan assets commensurate with prudent investment practices and the plan’s responsibility to provide retirement benefits for its participants, retirees and their beneficiaries. The 20152017 targeted allocation for fixed income, domestic equity securities, international equity securities, and hedge funds was 40%65%, 30%21%, 20%14% and 10%0%, respectively. The Pension Plan’s investment policy does not explicitly designate allowable or prohibited investments; instead, it provides guidance regarding investment diversification and other prudent investment practices to limit the risk of loss. The Plan’s asset allocation targets are strategic and long-term in nature and are designed to take advantage of the risk reducing impacts of asset class diversification.
Plan assets are periodically rebalanced to their asset class targets to reduce risk and to retain the portfolio’s strategic risk/return profile. Investments within each asset category are further diversified with regard to investment style and concentration of holdings.
Contributions
There were no$625,000 in contributions to the Qualified Pension Plan in 20152017 and 2014.$528,000 in contributions during 2016. The Company does not expectexpects to make any$1.5 million in contributions to the Qualified Pension Plan in 2016.2018.

131


United Financial Bancorp, Inc. and Subsidiaries
Notes to Consolidated Financial Statements — (Continued)
136



Estimated Future Benefit Payments
The benefit payments which reflect expected future service, as appropriate, expected to be paid are as follows:
Qualified
Pension
Plan
 
Supplemental
Executive
Retirement
Plans
 
Other Post-
Retirement
Benefits
Qualified
Pension
Plan
 
Supplemental
Executive
Retirement
Plans
 
Other Post-
Retirement
Benefits
(In thousands)(In thousands)
Years Ending December 31,          
2016$930
 $28
 $100
2017980
 28
 110
20181,060
 41
 100
$1,120
 $41
 $100
20191,170
 41
 110
1,220
 41
 110
20201,300
 41
 110
1,330
 41
 120
Years 2021-20257,070
 265
 570
20211,360
 41
 120
20221,400
 41
 120
Years 2023-20277,470
 325
 590
Multi-Employer Defined Benefit Plan
As a result of the Merger, the Company participates in the Pentegra Defined Benefit Plan for Financial Institutions (the “Pentegra DB Plan”), a tax-qualified defined-benefit pension plan. The Pentegra DB Plan’s Employer Identification Number is 13-5645888 and the Plan Number is 333. The Pentegra DB Plan operates as a multi-employer plan for accounting purposes and as a multi-employer plan under the Employee Retirement Income Security Act of 1974 and the Internal Revenue Code. There are no collective bargaining agreements in place that require contributions to the Pentegra DB Plan.
The Pentegra DB Plan is a single plan under Internal Revenue Code Section 413(c) and, as a result, all of the assets stand behind all of the liabilities. Accordingly, under the Pentegra DB Plan, contributions made by a participating employer may be used to provide benefits to participants of other participating employers.
The funded status (market value of plan assets divided by funding target) of the Pentegra DB Plan as of July 1, 20152017 and 20142016 was 114.4%114.3% and 120.4%114.8%, respectively, per the actuarial valuation reports. Market value of plan assets reflects contributions received through June 30, 2015.2017.
The Company’s contributions to the Pentegra DB Plan will not be more than 5% of the total contributions to the Pentegra DB Plan. A $50,000 contribution, recorded as pension expense, was made in 2015,2017, 2016, and a $50,000 contribution was accrued in 2014 and paid in 2015. The Company will make the future required contributions and incur applicable pension expense going forward.
401(k) Plan
The Company has a tax-qualified 401(k) plan for the benefit of its eligible employees. Beginning January 1, 2005,The Company matches 100% of the 401(k) Plan was amended to pay all employees, even those who do not contribute tofirst 3% and 50% of the 401(k) Plan, an automatic 3%next 2% of pay “safe harbor” contribution that iseach eligible employee’s pre-tax contributions based on eligible compensation. Participants are fully vested to participants of the 401(k) Plan.in all contributions.
For employees hired on or after January 1, 2005,who have met the Plan’s age and service requirements, the Company may also will make a discretionary matching contribution equal to a uniform percentage of eligible compensation per participant. The discretionary contribution may be made in stock or cash and may be directed to the amountEmployee Stock Ownership portion of the salary reductionplan. Effective January 1, 2014, the employee elected to defer, which percentage will be determined each year by the Company.Company merged its Employee Stock Ownership Plan with its 401(k) Plan.
In connection with the pension plan being frozen at December 31, 2012, the Company provides additional transitional benefits to the impacted employees defined benefit through the 401(k) Plan beginning January 1, 2013 for a five year period. EffectiveThese transitional benefits will no longer be paid after January 1, 2014, the Company merged its Employee Stock Ownership Plan with its 401(k) Plan.2018.
The Company recorded expenses of $2.1$1.9 million, $515,000,$1.7 million, and $1.5$2.1 million related to the plan for the years ended December 31, 2017, 2016 and 2015, 2014 and 2013, respectively.

132


United Financial Bancorp, Inc. and Subsidiaries
Notes to Consolidated Financial Statements — (Continued)
137


Note 18.17.REGULATORY MATTERS

Minimum regulatory capital requirements
The Company (on a consolidated basis) and the Bank are subject to various regulatory capital requirements administered by the Federalfederal 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 Company’s and the Bank’s consolidated financial statements. Under capital adequacy guidelines and the regulatory framework for prompt corrective action, the Company and the Bank must meet specific capital guidelines that involve quantitativequalitative measures of the Company’s and the Bank’stheir assets, liabilities, and certain off-balance sheet items as calculated under regulatory accounting practices. The Company’s and the Bank’s capital amounts and classification are also subject to qualitative judgments by the regulators about components, risk weightings, and other factors. Prompt corrective action provisions are not applicable to bank holding companies.
Quantitative measures established by regulation to ensure capital adequacyFederal banking regulations require the Company and Bank to maintaina minimum amounts and ratios (set forth in the table below)ratio of total andcommon equity Tier 1 capital (as defined in the regulations) to risk-weighted assets (as defined)of 4.5%, anda minimum ratio of Tier 1 capital (as defined) to averagerisk-weighted assets (as defined).of 6.0% and a minimum leverage ratio of 4.0% for all banking organizations. Additionally, community banking institutions must maintain a capital conservation buffer of common equity Tier 1 capital in an amount greater than 2.5% of total risk-weighted assets to avoid being subject to limitations on capital distributions and discretionary bonuses. The capital conservation buffer and certain deductions from and adjustments to regulatory capital and risk-weighted assets are being phased in over several years. The required minimum conservation buffer is 1.25% as of December 31, 2017 and will increase to 1.875% on January 1, 2018 and 2.5% on January 1, 2019. Management believes that the Company’s capital levels will remain characterized as “well-capitalized” throughout the phase-in periods.
As of December 31, 2017 and 2016, the notification from the Federal Deposit Insurance Corporation categorized the Bank as well capitalized under the regulatory framework from prompt corrective action. To be categorized as well capitalized, an institution must maintain minimum ratios as set forth in the following tables. There are no conditions or events since the notification that management believes have changed the Bank’s category. Management believes, as of December 31, 20152017 and 20142016, that the Company and the Bank metmeet all capital adequacy requirements to which they are subject.
As of December 31, 2015, the most recent notification from the FDIC categorized the Bank as well- capitalized under the regulatory framework for prompt corrective action. To be categorized as well- capitalized, the Bank must maintain minimum total risk-based, Tier 1 risk-based, The Company’s and Tier 1 leverage ratios as set forth in the table below. There are no conditions or events since then that management believes have changed the Bank’s category. Prompt corrective provisions are not applicable to bank holding companies.
The following is a summary of the Bank’s regulatoryactual capital amounts and ratios as of December 31, 20152017 and 2014 compared to2016 are also presented in the FDIC’s requirements for classification as a well-capitalized institution and for minimum capital adequacy. Also included is a summary of United Financial Bancorp, Inc.’s regulatory capital and ratios as of December 31, 2015 and 2014:following table:

138


 Actual 
Minimum For
Capital
Adequacy
Purposes
 
Minimum
To Be Well-
Capitalized Under
Prompt Corrective
Action Provisions
 Amount Ratio Amount Ratio Amount Ratio
 (Dollars in thousands)
United Bank:           
December 31, 2015           
Total capital to risk weighted assets$558,969
 11.2% $398,552
 8.0% $498,190
 10.0%
Common equity tier 1 capital to risk weighted assets523,786
 10.5
 224,266
 4.5
 323,940
 6.5
Tier 1 capital to risk weighted assets523,786
 10.5
 299,022
 6.0
 398,695
 8.0
Tier 1 capital to total average assets523,786
 8.9
 234,882
 4.0
 293,602
 5.0
            
December 31, 2014           
Total capital to risk weighted assets$513,960
 12.9% $317,750
 8.0% $397,187
 10.0%
Tier 1 capital to risk weighted assets487,713
 12.3
 158,864
 4.0
 238,296
 6.0
Tier 1 capital to total average assets487,713
 9.3
 210,221
 4.0
 262,776
 5.0
            
United Financial Bancorp, Inc.:           
December 31, 2015           
Total capital to risk weighted assets$628,915
 12.5% $401,542
 8.0% N/A
 N/A
Common equity tier 1 capital to risk weighted assets518,732
 10.3
 225,972
 4.5
 N/A
 N/A
Tier 1 capital to risk weighted assets518,732
 10.3
 301,296
 6.0
 N/A
 N/A
Tier 1 capital to total average assets518,732
 8.9
 233,926
 4.0
 N/A
 N/A
            
December 31, 2014           
Total capital to risk weighted assets$579,109
 14.6% $317,973
 8.0% N/A
 N/A
Tier 1 capital to risk weighted assets477,862
 12.0
 159,022
 4.0
 N/A
 N/A
Tier 1 capital to total average assets477,862
 9.1
 210,049
 4.0
 N/A
 N/A

133


 Actual 
Minimum For
Capital
Adequacy
Purposes
 
Minimum
To Be Well-
Capitalized Under
Prompt Corrective
Action Provisions
 Amount Ratio Amount Ratio Amount Ratio
 (Dollars in thousands)
United Bank:           
December 31, 2017           
Total capital to risk weighted assets$642,179
 11.6% $442,882
 8.0% $553,603
 10.0%
Common equity tier 1 capital to risk weighted assets593,155
 10.7
 249,458
 4.5
 360,328
 6.5
Tier 1 capital to risk weighted assets593,155
 10.7
 332,610
 6.0
 443,480
 8.0
Tier 1 capital to total average assets593,155
 8.7
 272,715
 4.0
 340,894
 5.0
            
December 31, 2016           
Total capital to risk weighted assets$619,020
 12.1% $409,269
 8.0% $511,587
 10.0%
Common equity tier 1 capital to risk weighted assets574,632
 11.2
 230,879
 4.5
 333,492
 6.5
Tier 1 capital to risk weighted assets574,632
 11.2
 307,839
 6.0
 410,451
 8.0
Tier 1 capital to total average assets574,632
 9.0
 255,392
 4.0
 319,240
 5.0
            
United Financial Bancorp, Inc.:           
December 31, 2017           
Total capital to risk weighted assets$701,794
 12.6% $445,583
 8.0% N/A
 N/A
Common equity tier 1 capital to risk weighted assets577,770
 10.4
 249,997
 4.5
 N/A
 N/A
Tier 1 capital to risk weighted assets577,770
 10.4
 333,329
 6.0
 N/A
 N/A
Tier 1 capital to total average assets577,770
 8.4
 275,129
 4.0
 N/A
 N/A
            
December 31, 2016           
Total capital to risk weighted assets$668,816
 13.0% $411,579
 8.0% N/A
 N/A
Common equity tier 1 capital to risk weighted assets549,428
 10.7
 231,068
 4.5
 N/A
 N/A
Tier 1 capital to risk weighted assets549,428
 10.7
 308,090
 6.0
 N/A
 N/A
Tier 1 capital to total average assets549,428
 8.6
 255,548
 4.0
 N/A
 N/A
United Financial Bancorp, Inc. and Subsidiaries
Notes to Consolidated Financial Statements — (Continued)

Our ability to pay dividends to our stockholders is substantially dependent upon the Bank’s ability to pay dividends to the Company. The Federal Reserve guidance sets forth the supervisory expectation that bank holding companies will inform and consult with Federal Reserve staff in advance of issuing a dividend that exceeds earnings for the quarter and should not pay dividends in a rolling four quarter period in an amount that exceeds net income for that period. Federal law also prohibits the Bank from paying dividends that would be greater than its undivided profits after deducting statutory bad debt in excess of its allowance for loan losses. The FDIC may limit a savings bank’s ability to pay dividends. No dividends may be paid to the Bank’sCompany’s shareholder if such dividends would reduce stockholders’ equity below the amount of the liquidation account required by the Connecticut conversion regulations. Connecticut law restricts the amount of dividends that the Bank can pay based on net income included in retained earnings for the current year and the preceding two years. As of December 31, 2015, $30.82017 and 2016, $108.3 million and $79.8 million, respectively, was available for the payment of dividends. Connecticut banking laws grant banks broad lending authority. With certain limited exceptions, any one obligor under this statutory authority may not exceed 10% and 15%, respectively, of a bank’s capital and allowance for loan losses.
Basel III
In July 2013, federal banking regulators approved final rules that implement changes to the regulatory capital framework for U.S. banks. The rules set minimum requirements for both the quantity and quality of capital held by community banking institutions. The final rule includes a new minimum ratio of common equity Tier 1 capital to risk weighted assets of 4.5%, raises the minimum ratio of Tier 1 capital to risk-weighted assets from 4% to 6%, and includes a minimum leverage ratio of 4% for all banking organizations. Additionally, community banking institutions must maintain a capital conservation buffer of common equity Tier 1 capital in an amount greater than 2.5% of total risk-weighted assets to avoid being subject to limitations on capital distributions and discretionary bonus payments to executive officers. The phase-in period for the rules began for the Company on January 1, 2015, with full compliance with all of the final rules’ requirements phased in over a multi-year schedule. Management believes that the Company’s capital levels will remain characterized as “well-capitalized” under the new rules.
139


The following table provides a reconciliation of the Company’s total consolidated equity to the capital amounts for the Bank reflected in the preceding table:
December 31,December 31,
2015 20142017 2016
(In thousands)(In thousands)
Total consolidated equity$625,521
 $602,408
$693,328
 $655,866
Adjustments:      
Decrease (increase) in equity under United Financial Bancorp, Inc.5,054
 8,252
Additional Bank-only equity20,081
 26,119
Accumulated other comprehensive loss10,879
 6,490
11,840
 15,353
Disallowed goodwill and other intangible assets(116,816) (121,637)(117,847) (117,161)
Disallowed deferred tax assets(852) (7,800)(11,398) (3,327)
Other(2,849) (2,218)
Tier 1 capital523,786
 487,713
593,155
 574,632
Allowance for loan losses and off-balance sheet credit losses35,124
 26,141
48,944
 44,327
Unrealized gains on available-for-sale securities includible in total risk-based capital59
 106
80
 61
Total risk-based capital$558,969
 $513,960
$642,179
 $619,020
Note 19.18.ACCUMULATED OTHER COMPREHENSIVE LOSS
The components of accumulated other comprehensive loss, included in stockholders’ equity, are as follows:

134


 December 31, 2015 December 31, 2014 December 31,
 (In thousands) 2017 2016
Benefit plans:        
Unrecognized net actuarial loss $(7,080) $(9,952) $(7,578) $(7,936)
Tax effect 2,551
 3,443
 2,730
 2,859
Net-of-tax amount (4,529) (6,509) (4,848) (5,077)
Securities available for sale:        
Net unrealized gain (loss) (5,821) 1,030
Net unrealized loss (8,896) (12,845)
Tax effect 2,088
 (374) 3,201
 4,617
Net-of-tax amount (3,733) 656
 (5,695) (8,228)
Interest rate swaps:        
Net unrealized loss (4,092) (996) (2,028) (3,202)
Tax effect 1,475
 359
 731
 1,154
Net-of-tax amount (2,617) (637) (1,297) (2,048)
 $(10,879) $(6,490) $(11,840) $(15,353)

140


Note 20.19.NET INCOME PER SHARE
The following table sets forth the calculation of basic and diluted net income per share for the years ended December 31, 2015, 20142017, 2016 and 2013:2015:
Years Ended December 31,Years Ended December 31,
(In thousands, except share data)2015 2014 20132017 2016 2015
Net income$49,640
 $6,782
 $14,227
$54,618
 $49,661
 $49,640
Adjusted weighted-average common shares outstanding49,495,381
 43,491,441
 29,471,397
50,820,019
 50,290,934
 49,495,381
Less: average number of treasury shares
 
 2,618,178
Less: average number of unvested ESOP award shares582,574
 662,347
 791,277
536,948
 559,785
 582,574
Weighted-average basic shares outstanding48,912,807
 42,829,094
 26,061,942
50,283,071
 49,731,149
 48,912,807
Dilutive effect of stock options472,759
 440,423
 364,278
639,581
 357,881
 472,759
Weighted-average diluted shares49,385,566
 43,269,517
 26,426,220
50,922,652
 50,089,030
 49,385,566
Net income per share:          
Basic$1.01
 $0.16
 $0.55
$1.09
 $1.00
 $1.01
Diluted$1.00
 $0.16
 $0.54
$1.07
 $0.99
 $1.00
There were no anti-dilutive options for the year ended December 31, 2017. For the years endedending December 31, 2016 and 2015, 2014the weighted-average number of anti-dilutive stock options excluded from the diluted net income per share calculation were 258,000 and 2013, respectively, 638,000, 328,000, and 373,000respectively. Stock options were anti-dilutive and therefore excluded frombecause the earnings per share calculation.strike price was greater than the average fair value of the Company’s common stock for the periods presented.
Note 21.20.OTHER COMMITMENTS AND CONTINGENCIES
Leases:    The Company leases certain of its branches and other office facilities under non-cancelable capital and operating lease agreements. Many of these leases contain renewal options and escalation clauses which provide for increased rental expense. In addition to rental payments, the branch leases require payments for executory costs. The Company also leases certain equipment under non-cancelable operating leases.

135


United Financial Bancorp, Inc. and Subsidiaries
Notes to Consolidated Financial Statements — (Continued)

Future minimum rental commitments under the terms of these leases, including option periods, by year and in the aggregate, are as follows as of December 31, 2015:2017:
  
(In thousands)(In thousands)
2016$5,145
20174,831
20184,487
$5,200
20194,388
5,767
20204,093
6,296
20216,091
20225,591
Thereafter22,046
39,742
$44,990
$68,687
Total rental expense charged to operations for all cancelable and non-cancelable operating leases was $5.1$5.3 million, $5.8$4.6 million and $2.6$5.1 million for the years ended December 31, 2017, 2016 and 2015, 2014 and 2013, respectively. The rental expense increase in 2014 compared to 2013 was due largely to the addition of the Legacy United branch offices as a result of the Merger.

141


The Company, as a landlord, leases space to third party tenants under non-cancelable operating leases. In addition to base rent, the leases require payments for executory costs. Future minimum rentalrents receivable under the non-cancelable leases are as follows as of December 31, 2015:2017:
 (In thousands)
2016$522
2017522
2018490
 $1,534
 (In thousands)
2018$862
2019989
20201,004
2021796
2022295
 $3,946
Rental income is recorded as a reduction to occupancy and equipment expense in the accompanying Consolidated Statements of Net Income and amounted to $490,000, $407,000$573,000, $553,000 and $318,000$490,000 for the years ended December 31, 2015, 20142017, 2016 and 2013,2015, respectively.
Legal Matters:    The Company is involved in various legal proceedings that have arisen in the normal course of business. The Company is not involved in any legal proceedings deemed to be material as of December 31, 2015.2017.
Financial Instruments Withwith Off-Balance Sheet Risk:    In the normal course of business, the Company is a party to financial instruments with off-balance sheet risk to meet the financing needs of its customers. These financial instruments include commitments to extend credit through issuing standby letters of credit and undisbursed portions of construction loans and involve, to varying degrees, elements of credit and interest rate risk in excess of the amounts recognized in the statements of financial condition. The contractual amounts of those instruments reflect the extent of involvement the Company has in particular classes of financial instruments.

136


United Financial Bancorp, Inc. and Subsidiaries
Notes to Consolidated Financial Statements — (Continued)

The contractual amounts of commitments to extend credit represent the amounts of potential accounting loss should the contract be fully drawn upon, the customer defaults and the value of any existing collateral obligations is deemed worthless. The Company uses the same credit policies in making commitments as it does for on-balance sheet instruments. Off-balance sheet financial instruments whose contract amounts represent credit risk are as follows at December 31, 20152017 and 2014:2016:
December 31,December 31,
2015 20142017 2016
(In thousands)(In thousands)
Commitments to extend credit:      
Commitment to grant loans$219,407
 $128,766
$110,664
 $197,070
Undisbursed construction loans103,140
 144,118
136,149
 90,149
Undisbursed home equity lines of credit320,140
 321,346
412,484
 364,421
Undisbursed commercial lines of credit302,700
 295,639
412,547
 382,018
Standby letters of credit9,477
 12,547
14,680
 13,588
Unused credit card lines6,725
 
16,084
 12,327
Unused checking overdraft lines of credit1,293
 1,304
1,544
 1,465
Total$962,882
 $903,720
$1,104,152
 $1,061,038
Commitments to extend credit are agreements to lend to a customer as long as 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. Standby letters of credit are conditional commitments issued by the Company to guarantee the performance of a customer to a third party. Since these commitments could 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 counterparty. Collateral held varies but may include residential and commercial property, accounts receivable, inventory, property, plant and equipment, deposits, and securities.

142


Other Commitments
The Company invests in partnerships, including low income housing tax credit, new markets housing tax credit, and alternative energy tax credit partnerships. The net carrying balance of these investments totaled $21.4$38.2 million at December 31, 20152017 and is included in other assets in the consolidated statementConsolidated Statement of condition.Condition. At December 31, 2015,2017, the Company was contractually committed under these limited partnership agreements to make additional capital contributions of $6.3$12.2 million, which constitutes our maximum potential obligation to these partnerships.

137


United Financial Bancorp, Inc. and Subsidiaries
Notes to Consolidated Financial Statements — (Continued)

Note 22.21.SELECTED QUARTERLY CONSOLIDATED INFORMATION (UNAUDITED)
The Company’s quarterly results of operations were as follows:
2015 20142017 2016
Fourth Quarter Third Quarter Second Quarter First Quarter Fourth Quarter Third Quarter Second Quarter First QuarterFourth Quarter Third Quarter Second Quarter First Quarter Fourth Quarter Third Quarter Second Quarter First Quarter
(In thousands, except per share data)(In thousands, except per share data)
Interest and dividend income$49,714
 $49,625
 $48,711
 $48,295
 $48,209
 $47,201
 $40,767
 $19,702
$61,727
 $60,799
 $58,562
 $55,166
 $53,621
 $53,336
 $51,621
 $53,574
Interest expense9,021
 7,982
 7,808
 6,952
 6,317
 5,008
 3,888
 2,794
14,878
 14,031
 12,234
 10,869
 10,449
 10,307
 10,125
 10,172
Net interest income40,693
 41,643
 40,903
 41,343
 41,892
 42,193
 36,879
 16,908
46,849
 46,768
 46,328
 44,297
 43,172
 43,029
 41,496
 43,402
Provision for loan losses3,780
 3,252
 4,462
 1,511
 4,333
 2,633
 2,080
 450
2,250
 2,566
 2,292
 2,288
 3,359
 3,766
 3,624
 2,688
Net interest income after provision for loan losses36,913
 38,391
 36,441
 39,832
 37,559
 39,560
 34,799
 16,458
44,599
 44,202
 44,036
 42,009
 39,813
 39,263
 37,872
 40,714
Non-interest income8,463
 7,818
 9,371
 6,835
 3,001
 4,076
 6,319
 3,209
7,346
 8,073
 9,476
 8,505
 8,936
 7,889
 6,532
 6,727
Other non-interest expense35,305
 31,876
 30,357
 30,657
 45,076
 34,922
 46,177
 18,257
37,002
 34,909
 34,979
 34,695
 33,293
 32,236
 34,681
 33,763
Income (loss) before income taxes10,071
 14,333
 15,455
 16,010
 (4,516) 8,714
 (5,059) 1,410
Provision (benefit) for income taxes169
 952
 2,123
 2,985
 (5,937) (1,271) 512
 463
Net income (loss)$9,902
 $13,381
 $13,332
 $13,025
 $1,421
 $9,985
 $(5,571) $947
Income before income taxes14,943
 17,366
 18,533
 15,819
 15,456
 14,916
 9,723
 13,678
Provision for income taxes5,442
 2,175
 2,333
 2,093
 906
 757
 665
 1,784
Net income$9,501
 $15,191
 $16,200
 $13,726
 $14,550
 $14,159
 $9,058
 $11,894
                              
Earnings per share:                              
Basic$0.20
 $0.27
 $0.27
 $0.27
 $0.03
 $0.19
 $(0.13) $0.04
$0.19
 $0.30
 $0.32
 $0.27
 $0.29
 $0.28
 $0.18
 $0.24
Diluted$0.20
 $0.27
 $0.27
 $0.26
 $0.03
 $0.19
 $(0.13) $0.04
$0.19
 $0.30
 $0.32
 $0.27
 $0.29
 $0.28
 $0.18
 $0.24
Stock Price (per share):                              
High$14.16
 $13.87
 $13.91
 $14.47
 $14.67
 $13.91
 $14.31
 $14.63
$19.35
 $18.50
 $18.29
 $18.66
 $18.49
 $14.16
 $13.51
 $12.81
Low$12.45
 $12.14
 $12.25
 $12.00
 $12.66
 $12.01
 $12.21
 $12.56
$17.09
 $16.27
 $15.84
 $15.75
 $13.51
 $12.64
 $12.16
 $10.28
 
Subsequent to the completion of the Merger on April 30, 2014, the Company had significant increases in net interest income, non-interest income and non-interest expense.
In the first, second, third, and fourth quarters of 2014, the Company recorded merger related expenses of $1.8 million, $20.9 million, $4.0 million, and $10.1 million, respectively. There were no merger related expenses in the first three quarters of 2015, and $1.6 million in theThe fourth quarter of 2015.2017 was significantly impacted by the Tax Act, resulting in a $2.8 million negative net income impact, of which, $1.6 million flowed directly through the provision for income taxes. The quarter was also impacted by accelerated lease expense recognized on a property that the Company no longer occupies, causing an increase in non-interest expense as compared to previous quarters as well as the Company’s move to it’s new headquarters in Hartford, CT.
The second quarter of 2016 was significantly impacted by the Company’s announced reorganization plan which included $1.4 million of severance costs.

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Note 23.22.PARENT COMPANY FINANCIAL INFORMATION
The following represents the Company’s Condensed Statements of Condition as of December 31, 20152017 and 20142016 and Condensed Statements of Net Income and Cash Flows for the years ended December 31, 2015, 20142017, 2016 and 20132015 which should be read in conjunction with the Consolidated Financial Statements and related notes:

138


United Financial Bancorp, Inc. and Subsidiaries
Notes to Consolidated Financial Statements — (Continued)

Condensed Statements of Condition
At December 31,At December 31,
2015 20142017 2016
(In thousands)(In thousands)
Assets:      
Cash and due from banks$28,825
 $51,519
$24,365
 $16,567
Investment in United Bank630,575
 610,660
713,409
 681,985
Due from United Bank9,374
 15,677
13,101
 11,405
Other assets37,938
 5,594
24,210
 27,308
Total Assets$706,712
 $683,450
$775,085
 $737,265
Liabilities and Stockholders’ Equity:      
Subordinated debentures$79,956
 $79,716
Accrued expenses and other liabilities$81,191
 $81,042
1,801
 1,683
Stockholders’ equity625,521
 602,408
693,328
 655,866
Total Liabilities and Stockholders’ Equity$706,712
 $683,450
$775,085
 $737,265
Condensed Statements of Net Income
  For the Years Ended December 31,
  2015 2014 2013
  (In thousands)
Interest and dividend income:      
Interest on investments $103
 $35
 $1
Interest expense 4,682
 1,353
 
Net interest income (expense) (4,579) (1,318) 1
Non-interest income 434
 73
 
Non-interest expenses:      
General and administrative 4,714
 7,257
 5,528
Total non-interest expense 4,714
 7,257
 5,528
Loss before tax benefit and equity in undistributed net income of United Bank (8,859) (8,502) (5,527)
Income tax benefit 3,094
 2,566
 1,602
Loss before equity in undistributed net income of United Bank (5,765) (5,936) (3,925)
Equity in undistributed net income of United Bank 55,405
 12,718
 18,152
Net income $49,640
 $6,782
 $14,227
  For the Years Ended December 31,
  2017 2016 2015
  (In thousands)
Interest and dividend income on investments $25
 $159
 $103
Interest expense on subordinated debentures (4,794) (4,738) (4,682)
Net interest expense (4,769) (4,579) (4,579)
Non-interest income 830
 
 434
General and administrative expense (5,350) (4,982) (4,714)
Loss before tax benefit and equity in undistributed net loss of United Bank (9,289) (9,561) (8,859)
Income tax benefit 3,987
 3,338
 3,094
Loss before equity in undistributed net income of United Bank (5,302) (6,223) (5,765)
Equity in undistributed net income of United Bank 59,920
 55,884
 55,405
Net income $54,618
 $49,661
 $49,640

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United Financial Bancorp, Inc. and Subsidiaries
Notes to Consolidated Financial Statements — (Continued)
144



Condensed Statements of Cash Flows
For the Years ended December 31,For the Years ended December 31,
2015 2014 20132017 2016 2015
(In thousands)(In thousands)
Cash flows from operating activities:          
Net income$49,640
 $6,782
 $14,227
$54,618
 $49,661
 $49,640
Adjustments to reconcile net income to net cash used in operating activities:     
Adjustments to reconcile net income to net cash provided by (used in) operating activities:     
Amortization of purchase accounting marks, net75
 41
 
114
 100
 75
Amortization of subordinated debt issuance costs, net127
 34
 
126
 127
 127
Share-based compensation expense1,076
 3,957
 2,665
2,699
 2,252
 1,076
ESOP expense299
 1,727
 2,064
400
 308
 299
Undistributed income of United Bank(55,405) (12,718) (18,152)(59,920) (55,884) (55,405)
Deferred tax provision188
 959
 555
7,166
 4,237
 188
Tax benefit of stock-based awards317
 (820) (65)
Tax provision (benefit) of stock-based awards
 (486) 317
Net change in:          
Due from United Bank6,491
 (5,395) (850)(1,696) (2,031) 6,491
Other assets(32,532) 3,582
 (3,190)3,941
 6,879
 (32,849)
Accrued expenses and other liabilities(370) (1,831) 1,124
118
 (19) (53)
Net cash used in operating activities(30,094) (3,682) (1,622)
Net cash provided by (used in) operating activities7,566
 5,144
 (30,094)
Cash flows from investing activities:          
Dividends from United Bank30,913
 13,310
 11,197
24,000
 
 30,913
Cash acquired from United Financial Bancorp, Inc., net
 6,546
 
Net cash provided by investing activities30,913
 19,856
 11,197
24,000
 
 30,913
Cash flows from financing activities:          
Proceeds from debt offering, net of expenses
 73,733
 
Common stock repurchased(5,171) (47,249) (30,028)(1,312) 
 (5,171)
Proceeds from the exercise of stock options4,765
 2,246
 805
2,460
 6,275
 4,765
Cancellation of shares for tax withholding(311) (1,367) (357)(805) (327) (311)
Tax benefit of share-based awards(317) 820
 65
Tax effects of share-based awards
 486
 (317)
Cash dividends paid on common stock(22,479) (18,008) (10,453)(24,111) (23,836) (22,479)
Net cash provided by (used in) financing activities(23,513) 10,175
 (39,968)
Net cash used in financing activities(23,768) (17,402) (23,513)
Net increase (decrease) in cash and cash equivalents(22,694) 26,349
 (30,393)7,798
 (12,258) (22,694)
Cash and cash equivalents — beginning of year51,519
 25,170
 55,563
16,567
 28,825
 51,519
Cash and cash equivalents — end of year$28,825
 $51,519
 $25,170
$24,365
 $16,567
 $28,825
Supplemental disclosures of cash flow information:          
Cash paid for income taxes (net)$(6,744) $3,599
 $6,228
Cash paid (refunded) for income taxes, net$4,574
 $3,655
 $(6,744)

140

145 



Item 9.    Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
There were no changes in or disagreements with accountants on accounting and financial disclosure as defined in Item 304 of Regulation S-K.
Item 9A.    Controls and Procedures
Conclusion Regarding the Effectiveness of Disclosure Controls and Procedures:
Under the supervision and with the participation of our management, including our Chief Executive Officer and our Chief Financial Officer, we conducted an evaluation of our disclosure controls and procedures, as such term is defined under Exchange Act Rule 13a-15(e). Based on this evaluation, our Chief Executive Officer and our Chief Financial Officer concluded that our disclosure controls and procedures were effective as of the end of the period covered by this annual report.
Management’s Report on Internal Control Over Financial Reporting:
Our management is responsible for establishing and maintaining adequate internal control over financial reporting. The Company’s internal control over financial reporting is 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.
Our internal control over financial reporting includes those policies and procedures that:
Pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company;
Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with accounting principles generally accepted in the United States of America, and that our receipts and expenditures are being made only in accordance with authorizations of the Company’s management and Directors; and
Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on our 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.
Management assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, 2015.2017. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control-Integrated Framework. Based on management’s assessment and those criteria, management believes that the Company maintained effective internal control over financial reporting as of December 31, 2015.2017.
The Company’s independent registered public accounting firm has audited and issued a report on the Company’s internal control over financial reporting, which appears on page 73.
Item 9B.    Other Information
Not applicable.

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Part III
Item 10.    Directors, Executive Officers and Corporate Governance
The information required by this Item is incorporated into this Form 10-K by reference to the Company’s definitive proxy statement for its 20162018 Annual Meeting of Shareholders, to be filed within 120 days following December 31, 2015.2017.
Item 11.    Executive Compensation
The information required by this Item is incorporated into this Form 10-K by reference to the Company’s definitive proxy statement for its 20162018 Annual Meeting of Shareholders, to be filed within 120 days following December 31, 2015.2017.
Item 12.    Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
The information required by this Item is incorporated into this Form 10-K by reference to the Company’s definitive proxy statement for its 20162018 Annual Meeting of Shareholders, to be filed within 120 days following December 31, 2015.2017.
Item 13.    Certain Relationships and Related Transactions, and Director Independence
The information required by this Item is incorporated into this Form 10-K by reference to the Company’s definitive proxy statement for its 20162018 Annual Meeting of Shareholders, to be filed within 120 days following December 31, 2015.2017.
Item 14.    Principal Accountant Fees and Services
The information required by this Item is incorporated into this Form 10-K by reference to the Company’s definitive proxy statement for its 20162018 Annual Meeting of Shareholders, to be filed within 120 days following December 31, 2015.2017.

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147


Part IV
Item 15.    Exhibits, Financial Statements and Financial Statement Schedules
a) The Consolidated Financial Statements, including notes thereto, and financial schedules required in response to this item are set forth in Part II, Item 8 of this Form 10-K, and can be found on the following pages:
  Page No.
1Consolidated Financial Statements 
 
 
 
 
 
 
 
 
2Financial Statement Schedules
Schedules to the Consolidated Financial Statements required by Article 9 of Regulation S-X and all other schedules to the Consolidated Financial Statements have been omitted because they are either not required, are not applicable or are included in the Consolidated Financial Statements or notes thereto, which can be found in this report in Part II, Item 8.
3Exhibits:
 
    
 2.1  
 2.2  
 3.1  
3.1.1
 3.2  
 10.5  
 10.6  
 10.9  
 10.10  
 10.11.2  
 10.11.4  On November 14, 2013,

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148


    
 10.12  
 10.12.1  
10.13Employment Agreement by and among United Financial Bancorp, Inc., United Bank and Marino J. Santarelli effective January 9, 2012 (replaces former Exhibits 10.2 and 10.2.2) (incorporated herein by reference to Exhibit 10.210.12.1 to the CurrentCompany’s Annual Report on Form 10-K for the Company’s Form 8-Kyear ended December 31, 2015 filed on January 13, 2012)March 7, 2016)
 10.14  
10.16On November 14, 2013, United Financial Bancorp, Inc. and its subsidiary United Bank entered into an Advisory Agreement with Richard B. Collins effective on the date of the consummation of the Merger (incorporated by reference to Exhibit 10.16 to the Company’s Form 8-K filed on November 20, 2013)
 10.17  
 10.18  
 10.19 
 10.20 
10.21
10.22
 14.0          
 21.0          
 23.1  
 31.1  
 31.2  
 32.0  
 101.        Interactive data files pursuant to Rule 405 of Regulation S-T: (i) the Consolidated Statements of Condition; (ii) the Consolidated Statements of Net Income; (iii) the Consolidated Statements of Comprehensive Income (Loss);Income; (iv) the Consolidated Statements of Changes in Stockholders’ Equity; (v) the Consolidated Statements of Cash Flows; and (vi) the Notes to Audited Consolidated Financial Statements filed herewith
Item 16.   Form 10-K Summary
None.

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149















SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
United Financial Bancorp, Inc.
  
By: /s/ William H.W. Crawford, IV
  William H.W. Crawford, IV
  Chief Executive Officer and President
  
  and
  
By: /s/ Eric R. Newell
  Eric R. Newell
  Executive Vice President, Chief
  Financial Officer and Treasurer
Date: March 7, 2016February 28, 2018

145
150


Pursuant to the requirements of the Securities Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated. 
     
Signatures  Title Date
   
/s/    William H.W. Crawford, IV  
Chief Executive Officer and President
(Principal Executive Officer)
 March 7, 2016February 28, 2018
William H.W. Crawford, IV   
   
/s/    Eric R. Newell  
Executive Vice President, Chief Financial Officer and
Treasurer (Principal Financial and Accounting Officer)
 March 7, 2016February 28, 2018
Eric R. Newell   
   
/s/    Paula A. Aiello  Director March 7, 2016February 28, 2018
Paula A. Aiello   
   
/s/    Michael A. Bars  Director March 7, 2016February 28, 2018
Michael A. Bars   
   
/s/    Michael F. Crowley  Director March 7, 2016February 28, 2018
Michael f.F. Crowley   
   
/s/    Kristen A. Johnson  Director March 7, 2016February 28, 2018
Kristen A. Johnson   
   
/s/    Carol A. Leary  Director March 7, 2016February 28, 2018
Carol A. Leary   
   
/s/    Raymond H. Lefurge, Jr.  Vice Chairman March 7, 2016February 28, 2018
Raymond H. Lefurge, Jr.   
     
/s/    Kevin E. Ross  Director March 7, 2016February 28, 2018
Kevin E. Ross   
   
/s/    Robert A. Stewart, Jr.  Chairman March 7, 2016February 28, 2018
Robert A. Stewart, Jr.   

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