News Column

NEW HAMPSHIRE THRIFT BANCSHARES INC - 10-Q - Management's Discussion and Analysis of Financial Condition and Results of Operations

August 11, 2014

Highlights and Overview

Our profitability is derived primarily from the Bank. The Bank's earnings in turn are generated from the earnings on its loan and investment portfolios less the cost of its deposit accounts and borrowings. These core revenues are supplemented by gains on sales of loans originated for sale, retail banking service fees, gains on the sale of investment securities and brokerage fees. The following is a summary of key financial results for the six months ended June 30, 2014: Total assets increased $67.4 million, or 4.73%, to $1.5 billion at June 30, 2014 from $1.4 billion at December 31, 2013.



Net loans increased $67.3 million, or 5.93%, to $1.2 billion at June 30,

2014 from $1.1 billion at December 31, 2013.



During the six months ended June 30, 2014, the Company originated $190.8

million in loans, an increase of 7.49%, compared to $177.5 million during the same period in 2013. During the quarter ended June 30, 2014, we



originated $110.9 million in loans, an increase of 11.12%, compared to

$99.8 million during the same period in 2013.



Our loan servicing portfolio was $408.0 million at June 30, 2014, compared

to $417.3 million at December 31, 2013.



Total deposits increased $23.1 million, or 2.12%, to $1.1 billion at

June 30, 2014 from $1.1 billion at December 31, 2013. Net interest and dividend income for the six months ended June 30, 2014



was $20.9 million compared to $16.0 million for the same period in 2013.

Net interest and dividend income for the three months ended June 30, 2014

was $10.7 million compared to $7.8 million for the same period in 2013. Net income available to common stockholders was $4.4 million for the six



months ended June 30, 2014, compared to $3.7 million for the same period

in 2013. Net income available to common stockholders was $2.3 million for

the three months ended June 30, 2014, compared to $1.7 million for the same period in 2013. As a percentage of total loans, non-performing and impaired loans decreased to 1.47% at June 30, 2014 from 1.86% at December 31, 2013. 23



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The following discussion is intended to assist in understanding our financial condition and results of operations. This discussion should be read in conjunction with our consolidated financial statements and accompanying notes contained elsewhere in this report.



Critical Accounting Policies

Our condensed consolidated financial statements are prepared in accordance with GAAP and practices within the banking industry. Application of these principles requires management to make estimates, assumptions, and judgments that affect the amounts reported in our consolidated financial statements and accompanying notes. These estimates, assumptions, and judgments are based on information available as of the date of the financial statements; accordingly, as this information changes, the financial statements could reflect different estimates, assumptions, and judgments. Actual results could differ from those estimates. Critical accounting estimates are necessary in the application of certain accounting policies and procedures, and are particularly susceptible to significant change. Critical accounting policies are defined as those that are reflective of significant judgments and uncertainties, and could potentially result in materially different results under different assumptions and conditions. There have been no material changes to our critical accounting policies during the six months ended June 30, 2014. For additional information on our critical accounting policies, please refer to the information contained in Notes A, B and C of the accompanying unaudited condensed consolidated financial statements and Note 1 of the consolidated financial statements included in our 2013 Annual Report on Form 10-K.



Comparison of Financial Condition at June 30, 2014 (unaudited) and December 31, 2013

Assets. Total assets were $1.5 billion at June 30, 2014, compared to $1.4 billion at December 31, 2013, an increase of $67.4 million, or 4.73%.

Securities Portfolio. Securities available-for-sale decreased $13.7 million, or 10.93%, to $111.5 million at June 30, 2014 from $125.2 million at December 31, 2013. Net unrealized losses on securities available-for-sale were $297 thousand at June 30, 2014 compared to net unrealized losses of $2.0 million at December 31, 2013. During the six months ended June 30, 2014, we sold securities with a total book value of $73.7 million for a net gain on sales of $443 thousand, and $40.0 million of short-term U.S. Treasury notes matured. During the same period, we purchased securities totaling $113.4 million including U.S. Treasury notes and mortgage-backed securities. Our net unrealized loss (after tax) on our investment portfolio was $179 thousand at June 30, 2014 compared to an unrealized loss (after tax) of $1.2 million at December 31, 2013. The investments in our investment portfolio that are temporarily impaired as of June 30, 2014 consisted of U.S. Treasury notes, U.S. government-sponsored enterprise bonds, mortgage-backed securities issued by U.S. government-sponsored enterprises, and municipal bonds. The unrealized losses are primarily attributable to changes in market interest rates and market inefficiencies. Management has determined that we have the intent and the ability to hold debt securities until maturity, and therefore, no declines are deemed to be other than temporary. Loans. Net loans held in portfolio increased $67.3 million, or 5.93%, to $1.2 billion at June 30, 2014 from $1.1 billion at December 31, 2013. The increase of loans held in portfolio was primarily due to increases in conventional real estate loans of $38.2 million, commercial real estate loans of $24.0 million, and commercial loans of $8.0 million offset in part by a decrease in construction loans of $2.1 million. As a percentage of total loans, non-performing loans decreased to 1.47% at June 30, 2014 from 1.86% at December 31, 2013. During the six months ended June 30, 2014, we originated $190.8 million in loans, an increase of 7.49%, compared to $177.5 million during the same period in 2013. During the quarter ended June 30, 2014, we originated $110.9 million in loans, an increase of 11.12%, compared to $99.8 million during the same period in 2013. At June 30, 2014, our mortgage servicing loan portfolio was $408.0 million compared to $417.3 million at December 31, 2013. We expect to continue to sell long-term fixed-rate loans with terms of more than 15 years into the secondary market in order to manage interest rate risk. Market risk exposure during the production cycle is managed through the use of secondary market forward commitments. At June 30, 2014, adjustable-rate mortgages comprised approximately 68.93% of our real estate mortgage loan portfolio, which represents a higher percentage compared to the mix at December 31, 2013 of 53.64%, due in part to increases in commercial real estate loans and increased origination of adjustable-rate residential loans. Allowance and Provision for Loan Losses. We maintain an allowance for loan losses to absorb losses inherent in the loan portfolio. Adjustments to the allowance for loan losses are charged to income through the provision for loan losses. We test the adequacy of the allowance for loan losses at least quarterly by preparing an analysis applying loss factors to outstanding loans by type. This analysis stratifies the loan portfolio by loan type and assigns a loss factor to each type based on an assessment of the risk associated with each type. In determining the loss factors, we consider historical losses and market conditions. Loss factors may be adjusted for qualitative factors that, in management's judgment, affect the collectability of the portfolio. The allowance for loan losses incorporates the results of measuring impairment for specifically identified non-homogeneous problem loans in accordance with ASC 310-10-35, "Receivables-Overall-Subsequent Measurement." In accordance with ASC 310-10-35, the specific allowance reduces the carrying amount of the impaired loans to their estimated fair value. A loan is recognized as impaired when it is probable that principal and/or interest is not collectible in accordance with the contractual terms of the loan. Measurement of impairment can be based on the present value of expected cash flows discounted at the loan's effective interest rate, the market price of the loan, or the fair value of the collateral if the loan is collateral dependent. Measurement of impairment does not apply to large groups of smaller balance homogeneous loans such as residential mortgage, home equity, or installment loans that are collectively evaluated for impairment. 24



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Our commercial loan officers review the financial condition of commercial loan customers on a regular basis and perform visual inspections of facilities and inventories. We also have loan review, internal audit and compliance programs with results reported directly to the Audit Committee of the Board of Directors. The allowance for loan losses (not including allowance for losses from the overdraft program described below) at June 30, 2014 was $9.8 million and at December 31, 2013 was $9.7 million. The allowance for loan losses represents 0.81% of total loans held at June 30, 2014 compared to 0.85% at December 31, 2013. Total non-performing assets at June 30, 2014 were approximately $6.2 million, representing 63.59% of the allowance for loan losses. Modestly improving economic and market conditions, coupled with internal risk rating changes, resulted in us making $700 in provisions to the allowance for loan losses during the six months ended June 30, 2014 compared to $550 thousand for the same period in 2013. Loan charge-offs (excluding the overdraft program) were $949 thousand during the six month period ended June 30, 2014 compared to $1.1 million for the same period in 2013. Recoveries were $294 thousand during the six month period ended June 30, 2014 compared to $298 thousand for the same period in 2013. This activity resulted in net charge-offs of $655 thousand for the six month period ended June 30, 2014 compared to $847 thousand for the same period in 2013. One-to-four family residential mortgages, commercial real estate, commercial, and consumer loans accounted for 38%, 32%, 26%, and 4%, respectively, of the amounts charged-off during the six month period ended June 30, 2014. The effects of national economic issues that continue to be felt in our local communities and the national economic outlook as well as portfolio performance and charge-offs influenced our decision to maintain our allowance for loan losses of $9.8 million. The growth in the portfolio has been offset by net loan recoveries and modestly improving economic conditions that affect the risk of loss inherent in the loan portfolio. Management anticipates making additional provisions during the remainder of 2014 to maintain the allowance at an adequate level. In addition to the allowance for loan losses, there is an allowance for losses from the fee for service overdraft program. Our policy is to maintain an allowance equal to 100% of the aggregate balance of negative balance accounts that have remained negative for 30 days or more. Negative balance accounts are charged-off when the balance has remained negative for 60 consecutive days. At June 30, 2014, the overdraft allowance was $20 thousand, compared to $24 thousand at December 31, 2013. There were provisions of $9 thousand for overdraft losses recorded during the six month period ended June 30, 2014 compared to provisions of $26 thousand that were recorded for the same period during 2013. Ongoing provisions are anticipated as overdraft charge-offs continue and we adhere to our policy to maintain an allowance for overdraft losses equal to 100% of the aggregate negative balance of accounts remaining negative for 30 days or more.



The following is a summary of activity in the allowance for loan losses account (excluding overdraft allowances) for the periods indicated:

Six Months Ended (Dollars in thousands) June 30, 2014 Originated Acquired Total Balance, beginning of year $ 9,733 $ - $ 9,733 Charge-offs: Conventional (360 ) - (360 ) Commercial real estate (306 ) - (306 ) Construction - - - Consumer loans (37 ) - (37 ) Commercial and municipal loans (246 ) - (246 ) Total charged-off loans (949 ) - (949 ) Recoveries: Conventional 242 - 242 Commercial real estate 1 - 1 Construction - - - Consumer loans 6 - 6 Commercial and municipal loans 45 - 45 Total recoveries 294 - 294 Net charge-offs: (655 ) - (655 ) Provision (benefit) for loan loss charged to income: Conventional (304 ) - (304 ) Commercial real estate 811 - 811 Construction 248 - 248 Consumer loans 19 - 19 Commercial and municipal loans 35 - 35 Unallocated (109 ) - (109 ) Total provision 700 - 700 Ending balance $ 9,778 $ - $ 9,778 25



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Table of Contents Six Months Ended (Dollars in thousands) June 30, 2013 Originated Acquired Total Balance, beginning of year $ 9,909 $ - $ 9,909 Charge-offs: Conventional (541 ) - (541 ) Commercial real estate (344 ) (102 ) (446 ) Construction - - - Consumer loans (24 ) - (24 ) Commercial and municipal loans (236 ) - (236 ) Total charged-off loans (1,145 ) (102 ) (1,247 ) Recoveries Conventional 181 - 181 Commercial real estate 101 - 101 Construction - - - Consumer loans 3 - 3 Commercial and municipal loans 13 - 13 Total recoveries 298 - 298 Net charge-offs (847 ) (102 ) (949 )



Provision for loan loss charged to income:

Conventional 279 - 279 Commercial real estate 180 - 180 Construction 15 - 15 Consumer loans 3 - 3 Commercial and municipal loans 73 - 73 Total provision 550 - 550 Ending balance $ 9,612$ (102 )$ 9,510



The following is a summary of activity in the allowance for overdraft privilege accounts for the periods indicated:

Six Months Ended June 30, (Dollars in thousands) 2014 2013 Beginning balance $ 24$ 14 Overdraft charge-offs (77 ) (110 ) Overdraft recoveries 64 81 Net overdraft charge-offs (13 ) (29 ) Provision for overdraft losses 9 26 Ending balance $ 20$ 11 26



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The following table sets forth the allocation of the allowance for loan losses (excluding overdraft allowances), the percentage of allowance to the total allowance, and the percentage of loans in each category to total loans as of the dates indicated: (Dollars in thousands) June 30, 2014

December 31, 2013 % of % of % of % of Allowance Loans Allowance Loans Real estate loans Conventional, 1-4 family and home equity loans $ 4,893 51 % 59 % $ 5,314 55 % 59 % Commercial 2,528 26 % 26 % 2,027 21 % 25 % Land and construction 601 6 % 2 % 353 3 % 3 % Collateral and consumer loans 39 - 1 % 51 1 % 1 % Commercial and municipal loans 1,383 14 % 12 % 1,551 16 % 12 % Unallocated 131 1 % - 240 2 % - Impaired loans 203 2 % - 197 2 % - Allowance $ 9,778 100 % 100 % $ 9,733 100 % 100 % Allowance as a percentage of originated loans 0.94 % 1.02 % Impaired loans as a percentage of allowance 180.21 % 217.35 %



The following table shows total allowances including overdraft allowances:

(Dollars in thousands) June 30, 2014 December 31, 2013 Allowance for loan losses $ 9,778 $ 9,733 Overdraft allowance 20 24 Total allowance $ 9,798 $ 9,757 Asset Quality. Classified loans include non-performing loans and performing loans that have been adversely classified, net of specific reserves. Total classified loans were $29.9 million at June 30, 2014 compared to $30.3 million at December 31, 2013. Other real estate owned was $297 thousand at June 30, 2014 compared to $1.3 million at December 31, 2013. Losses have occurred in the liquidation process and our loss experience suggests it is prudent for us to continue funding provisions to build the allowance for loan losses. While, for the most part, quantifiable loss amounts have not been identified with individual credits, we anticipate more charge-offs as loan issues are resolved. The impaired loans meet the criteria established under ASC 310-10-35. Twenty-two loans considered to be impaired loans at June 30, 2014, have specific allowances identified and assigned. The 22 loans are secured by real estate, business assets or a combination of both. At June 30, 2014, the allowance included $203 thousand allocated to impaired loans. The portion of the allowance allocated to impaired loans at December 31, 2013 was $197 thousand. At June 30, 2014, we had 59 loans totaling $12.9 million considered to be troubled debt restructurings as defined in ASC 310-40, "Receivables-Troubled Debt Restructurings by Creditors," included in impaired loans. At June 30, 2014, 54 of the troubled debt restructurings were performing under contractual terms. Of the loans classified as troubled debt restructured, 5 were more than 30 days past due at June 30, 2014. The balances of these past due loans were $519 thousand. At December 31, 2013, we had 57 loans totaling $12.5 million considered to be troubled debt restructurings. Loans over 90 days past due were $2.0 million at June 30, 2014 compared to $3.9 million at December 31, 2013. Loans 30 to 89 days past due were $4.5 million at June 30, 2014 compared to $5.7 million at December 31, 2013. As a percentage of assets, the recorded investment in non-performing loans decreased from 0.65% at December 31, 2013 to 0.40% at June 30, 2014 and, as a percentage of total loans, decreased from 0.82% at December 31, 2013 to 0.49% at June 30, 2014. Loans classified for regulatory purposes as loss, doubtful, substandard, or special mention do not reflect trends or uncertainties which we reasonably expect will materially impact future operating results, liquidity, or capital resources. For the period ended June 30, 2014, all loans about which management possesses information regarding possible borrower credit problems and doubts as to borrowers' ability to comply with present loan repayment terms or to repay a loan through liquidation of collateral are included in the tables below or discussed herein. At June 30, 2014, there were no other loans excluded from the tables below or not discussed above where known information about possible credit problems of the borrowers caused management to have doubts as to the ability of the borrowers to comply with present loan repayment terms and which may result in disclosure of such loans in the future. 27



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The following table shows the breakdown of the amount of non-performing assets and non-performing assets as a percentage of the total allowance and total assets as of the dates indicated:

June 30, 2014 December 31, 2013 Percentage Percentage Percentage Percentage of Total of Total of Total of Total (Dollars in thousands) Amount Allowance Assets Amount Allowance Assets Non-accrual loans(1) $ 5,921 60.55 % 0.40 % $ 9,303 95.35 % 0.65 % Other real estate owned and chattel 297 3.04 % 0.02 % 1,343 13.76 % 0.09 % Total non-performing assets $ 6,218 63.59 % 0.42 % $ 10,646 109.11 % 0.74 %



(1) All loans 90 days or more delinquent are placed on non-accruing status.

The following table sets forth the recorded investment in nonaccrual loans by category at the dates indicated:

(Dollars in thousands) June 30, 2014 December 31, 2013 Real estate: Conventional $ 2,633 $ 3,821 Home equity 182 104 Commercial 2,710 4,512 Construction - 230 Consumer - 15 Commercial and municipal 396 621 Total $ 5,921 $ 9,303 We believe the allowance for loan losses is at a level sufficient to cover inherent losses, given the current level of risk in the loan portfolio. At the same time, we recognize that the determination of future loss potential is intrinsically uncertain. Future adjustments to the allowance may be necessary due to increases in the loan portfolio, or if economic, real estate and other conditions differ substantially from the current operating environment and result in increased levels of non-performing loans and substantial differences between estimated and actual losses. Adjustments to the allowance are charged to income through the provision for loan losses.



Goodwill. Goodwill amounted to $44.8 million, or 3.00% of total assets, as of June 30, 2014 compared to $44.6 million, or 3.13% of total assets, as of December 31, 2013.

Other intangible assets. Other intangible assets amounted to $10.2 million, or 0.68% of total assets, as of June 30, 2014 compared to $11.0 million, or 0.77% of total assets, as of December 31, 2013. The decrease was due to normal amortization of core deposit intangible and customer list assets. Other Real Estate Owned. Other real estate owned ("OREO") was $297 thousand, representing one property, at June 30, 2014 compared to $1.3 million, representing seven properties, of OREO and property acquired in settlement of loans at December 31, 2013. Deposits. Total deposits increased $23.1 million, or 2.13%, to $1.1 billion at June 30, 2014 from $1.1 billion at December 31, 2013. Non-interest bearing deposit accounts increased $71 thousand, or 0.07%, and interest-bearing deposit accounts increased $23.1 million, or 2.34%, over the same period. The balances at June 30, 2014, included $51.0 million of brokered deposits, which is an increase of $30.2 million compared to December 31, 2013. This increase represents receipt of additional brokered deposits. Deposit balances at June 30, 2014 also included $6.5 million of deposits obtained through listing services, which is unchanged compared to December 31, 2013. Borrowings. Securities sold under agreements to repurchase decreased $7.0 million, or 25.26%, to $20.8 million at June 30, 2014, from $27.9 million at December 31, 2013. Repurchase agreements are collateralized by some of our U.S. government and agency investment securities. We had outstanding balances of $171.0 million in advances from the Federal Home Loan Bank ("FHLB") at June 30, 2014, an increase of $49.3 million from $121.7 million at December 31, 2013. In addition to advances, we had ten letters of credit totaling $40.2 million with the FHLB to secure customer deposits under pledge agreements. These letters of credit are factored against borrowing capacity with the FHLB.



Comparison of the Operating Results for the Six Months Ended June 30, 2014 and June 30, 2013 (unaudited)

Overview. Consolidated net income for the six months ended June 30, 2014 was $4.5 million, or $0.53 per diluted common share, compared to $3.8 million, or $0.52 per diluted common share, for the same period in 2013, an increase of $638 thousand, or 16.58%. Our net interest margin increased to 3.14% at June 30, 2014 from 2.88% at June 30, 2013, due in part to the higher interest margin from the acquisition of The Randolph National Bank in the fourth quarter of 2013. Our return on average assets and average equity for the six months ended June 30, 2014 were 0.61% and 6.06%, respectively, compared to 0.62% and 5.95%, respectively, for the same period in 2013. Our return on average assets and average stockholders' equity for the three months ended June 30, 2014 were 0.62% and 6.33%, respectively, compared to 0.57% and 5.53%, respectively, for the same period in 2013. 28



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Net Interest and Dividend Income. Net interest and dividend income increased $4.9 million, or 31.00%, to $20.9 million for the six month period ended June 30, 2014 compared to $16.0 million for the six month period ended June 30, 2013 as a result of the increase in interest-earning assets including the assets acquired from The Randolph National Bank in October of 2013 and originated portfolio growth since June 30, 2013. The following table sets forth information concerning average interest-earning assets and interest-bearing liabilities and the average yields and rates thereon for the six month periods indicated. Six month period ended June 30, 2014 2013 Average Yield/ Average Yield/ Balance(1) Interest Cost Balance(1) Interest Cost (dollars in thousands) Assets: Interest-earning assets: Loans(2) $ 1,177,993$ 22,985



3.90 % $ 921,640$ 18,205 3.95 % Investment securities and other

152,560 1,149



1.51 % 188,264 1,184 1.26 %

Total interest-earning assets 1,330,553 24,134 3.63 % 1,109,904 19,389 3.49 % Noninterest-earning assets: Cash 9,439 22,051 Other noninterest-earning assets (3) 129,174



104,204

Total noninterest-earning assets 138,613 126,255 Total $ 1,469,166$ 1,236,159 Interest-bearing liabilities: Savings, NOW and MMAs $ 675,927$ 377 0.11 % $ 544,115$ 366 0.13 % Time deposits 368,127 1,793 0.97 % 343,798 1,740 1.01 % Repurchase agreements 22,645 29 0.26 % 18,011 25 0.28 % Subordinated debentures and other borrowed funds 171,556 1,019



1.19 % 152,236 1,292 1.70 %

Total interest-bearing liabilities 1,238,255 3,218 0.52 % 1,058,160 3,423 0.65 %

Noninterest-bearing liabilities: Demand deposits 44,348 28,564 Other 38,436 20,025 Total noninterest-bearing liabilities 82,784 48,589 Stockholders' equity 148,127 129,410 Total $ 1,469,166$ 1,236,159 Net interest and dividend income/Net interest rate spread $ 20,916 3.11 % $ 15,966 2.84 % Net interest margin 3.14 % 2.88 % Percentage of interest-earning assets to interest-bearing liabilities 107.45 % 104.89 %



(1) Monthly average balances have been used for all periods.

(2) Loans include 90-day delinquent loans and other loans which have been placed

on a non-accruing status. Management does not believe that including the

90-day delinquent loans and other loans on non-accrual in loans caused any

material difference in the information presented.

(3) Other noninterest-earning assets include non-earning assets and OREO.

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The following table sets forth the dollar volume of increase (decrease) in interest income and interest expense resulting from changes in the volume of earning assets and interest-bearing liabilities, and from changes in rates for the six month periods indicated. Volume changes are computed by multiplying the volume difference by the prior period's rate. Rate changes are computed by multiplying the rate difference by the prior period's balance. The change in interest income and expense due to both rate and volume has been allocated proportionally between the volume and rate variances (in thousands). Six Months Ended June 30, 2014 vs. 2013 Increase (Decrease) Due to Volume Rate Total (Dollars in thousands) Interest income on loans $ 5,422$ (642 )$ 4,780 Interest income on investments (474 ) 439 (35 ) Total interest income 4,948 (203 ) 4,745 Interest expense on savings, NOW and MMAs 205 (5 ) 201 Interest expense on time deposits 52 (189 ) (137 ) Interest expense on repurchase agreements 11 (7 ) 4 Interest expense on capital securities and other borrowed funds 178 (451 ) (273 ) Total interest expense 446 (652 ) (205 ) Net interest income $ 4,501$ 449$ 4,950 30



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The following table sets forth information concerning average interest-earning assets and interest-bearing liabilities and the average yields and rates thereon for the three month periods indicated. Three month period ended June 30, 2014 2013 Average Yield/ Average Yield/ Balance(1) Interest Cost Balance(1) Interest Cost (dollars in thousands) Assets: Interest-earning assets: Loans (2) $ 1,188,885$ 11,635



3.91 % $ 922,237$ 9,024 3.91 % Investment securities and other

142,985 619 1.73 % 195,625 508 1.04 % Total interest-earning assets 1,331,870 12,254 3.68 % 1,117,862 9,532 3.41 % Noninterest-earning assets: Cash 9,020 21,686 Other noninterest-earning assets (3) 122,594 99,769 Total noninterest-earning assets 131,614 121,455 Total $ 1,463,484$ 1,239,317 Interest-bearing liabilities: Savings, NOW and MMAs $ 675,564$ 181 0.11 % $ 547,216$ 162 0.13 % Time deposits 365,582 887 0.97 % 347,019 919 1.06 % Repurchase agreements 22,609 15 0.26 % 17,459 12 0.27 % Subordinated debentures and other borrowed funds 193,836 508 1.05 % 155,106 621 1.57 %



Total interest-bearing liabilities 1,257,591 1,591 0.51 % 1,066,800 1,714 0.64 %

Noninterest-bearing liabilities: Demand deposits 43,985 27,731 Other 13,834 14,823 Total noninterest-bearing liabilities 57,819 42,554 Stockholders' equity 148,074 129,963 Total $ 1,463,484$ 1,239,317 Net interest and dividend income/Net interest rate spread $ 10,663 3.17 % $ 7,818 2.77 % Net interest margin 3.20 % 2.80 % Percentage of interest-earning assets to interest-bearing liabilities 105.91 % 104.79 %



(1) Monthly average balances have been used for all periods.

(2) Loans include 90-day delinquent loans and other loans which have been placed

on a non-accruing status. Management does not believe that including the

90-day delinquent loans and other loans on non-accrual in loans caused any

material difference in the information presented.

(3) Other noninterest-earning assets include non-earning assets and OREO.

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The following table sets forth the dollar volume of increase (decrease) in interest income and interest expense resulting from changes in the volume of earning assets and interest-bearing liabilities, and from changes in rates for the three month periods indicated. Volume changes are computed by multiplying the volume difference by the prior period's rate. Rate changes are computed by multiplying the rate difference by the prior period's balance. The change in interest income and expense due to both rate and volume has been allocated proportionally between the volume and rate variances (in thousands). Three Months Ended June 30, 2014 vs. 2013 Increase (Decrease) Due to Volume Rate Total (Dollars in thousands) Interest income on loans $ 2,600$ 11$ 2,611 Interest income on investments (747 ) 858 111 Total interest income 1,853 869 2,722 Interest expense on savings, NOW and MMAs 32 (13 ) 19 Interest expense on time deposits 227 (259 ) (32 ) Interest expense on repurchase agreements 6 (3 ) 3 Interest expense on capital securities and other borrowed funds 673 (786 ) (113 ) Total interest expense 938 (1,061 ) (123 ) Net interest income $ 915$ 1,930$ 2,845 Interest and Dividend Income. For the six months ended June 30, 2014, total interest and dividend income increased $4.7 million, or 24.47%, to $24.1 million compared to $19.4 million for the same period in 2013. Interest and fees on loans increased $4.8 million, or 26.26%, to $23.0 million for the six month period ended June 30, 2014 compared to $18.2 million for the same period in 2013 due primarily to increased portfolio balances, including The Randolph National Bank loans acquired in October 2013, offset in part by loans repricing to lower rates. Interest and dividends on investments and other interest decreased $35 thousand, or 2.96%, for the six month period ended June 30, 2014 due primarily to a decreased position in investments as we implemented a deleveraging strategy during 2013. Interest Expense. For the six months ended June 30, 2014, total interest expense decreased $205 thousand, or 5.99%, to $3.2 million compared to $3.4 million for the same period in 2013. Interest on deposits increased $64 thousand, or 3.04%, due in part to the carrying costs of deposits acquired from The Randolph National Bank. Interest on advances and other borrowed money decreased $269 thousand, or 20.43%, to $1.0 million from $1.3 thousand for the same period in 2013 due in part to maturing higher cost advances which were renewed at lower costs since June 30, 2013. Provision for Loan Losses. The provision for loan losses (not including overdraft allowances) was $700 thousand for the six months ended June 30, 2014 compared to $550 thousand for the same period in 2013. The amount of the provision is consistent with activity in the portfolio during the related periods and allowance adequacy models. We made $9 thousand in provisions for overdraft losses in the six months ended June 30, 2014 compared to $26 thousand for the same period in 2013. For additional information on provisions and adequacy, please refer to the section herein on the Allowances for Loan Losses. Noninterest Income. For the six months ended June 30, 2014, total noninterest income increased $3.0 million, or 44.99%, to $9.5 million compared to $6.6 million for the same period in 2013 as discussed below. For the six month period ended June 30, 2014, the increase in noninterest income primarily consisted of the following:



Trust and investment management fee income was $4.2 million for the six

months ended June 30, 2014, compared to no recorded activity for the same

period in 2013 when the Bank recognized earnings under equity method accounting.



Customer service fees increased $525 thousand, or 21.41%, to $3.0 million

from $2.5 million for the six months ended June 30, 2014. The increase

includes increases of $310 thousand related to increased volume of ATM and

debit cards and $163 thousand in fees related to overdraft processing.

Bank-owned life insurance income increased $26 thousand to $302 thousand

from $276 thousand for the six months ended June 30, 2013.



Gain on sales of other real estate and property owned, net increased $170

thousand to $195 thousand from $25 thousand for the six months ended June 30, 2013.



Mortgage servicing income, net increased $132 thousand to $133 thousand

from $1 thousand for the six months ended June 30, 2013.

partially offset by:



Net gain on sales of loans decreased $1.4 million, or 89.43%, to $170

thousand compared to $1.6 million for the same period in 2013, represented

by a decrease of $19.2 million in loans sold into the secondary market, to

$13.6 million for the six months ended June 30, 2014, from $28.0 million

for the six months ended June 30, 2013. This decrease reflects changes in

pipelines, market rates and shifts in consumer demand of adjustable rate

products that we typically hold in our portfolio. 32



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Gain on sales and calls of securities, net decreased $338 thousand, or

43.28%, to $443 thousand for the six months ended June 30, 2014, from $781

thousand for the six months ended June 30, 2013. This decrease primarily

reflects the gain on the sales of approximately $73.7 million of

securities sold during the six months ended June 30, 2014, compared to

$110.5 million during the same period in 2013. Income from equity interest in Charter Holding decreased $241 thousand



compared to the same period in 2013 due to the acquisition of Charter

Holding during the second quarter of 2013. Accordingly, the Bank began

recording the entity's activities as trust income and in related expense

categories.

Noninterest Expense. For the six months ended June 30, 2014, total noninterest expenses increased $7.1 million, or 43.27%, to $23.4 million compared to $16.3 million for the same period in 2013, as discussed below. For the six month period ended June 30, 2014, the increase in noninterest expenses primarily consisted of the following:



Salaries and employee benefits increased $3.7 million, or 44.03%, to $12.1

million compared to $8.4 million for the six months ended June 30, 2013.

Gross salaries and benefits paid, which excludes the deferral of expenses

associated with the origination of loans, increased $3.6 million, or

38.70%, to $12.9 million for the six months ended June 30, 2014, compared

to $9.3 million for the six months ended June 30, 2013. Salary expense

increased $2.6 million, or 38.11%, reflecting ordinary cost-of-living

adjustments and additional staffing primarily related to acquisition of

Charter Holding and Central Financial Corporation, which represented $1.9

million, or 75.05%, of the increase. Additional expenses from the

acquisitions include $720 thousand of benefit expenses. The deferral of

expenses in conjunction with the origination of loans decreased $126 thousand, or 14.02%, to $770 thousand from $896 thousand for the same period in 2013.



Occupancy and equipment increased $851 thousand, or 39.95%, to $3.0

million compared to $2.1 million for the same period in 2013, which

included $129 thousand related to the cost of the additional rent expense

for new locations acquired from Charter Holding and Central Financial

Corporation. Advertising and promotion increased $124 thousand, or 39.74%, to $436



thousand from $312 thousand for the same period in 2013. This increase

related to trust and investment management services coupled with

promotions and media related to our new markets in the greater Randolph

area of Vermont and our second location in Nashua, New Hampshire, which opened in December 2013.



Depositors' insurance increased $162 thousand, or 42.74%, to $541 thousand

from $379 thousand for the same period in 2013 due primarily to increased

aggregate account balances. Outside services increased $693 thousand, or 103.74%, to $1.4 million



compared to $668 thousand for the same period in 2013. This increase

includes expenses of $449 thousand related to Charter Holding operations,

increases in expenses associated with our core processing system of $82 thousand and fees for account statement printing of $47 thousand.



Professional services increased $66 thousand, or 10.11%, to $719 thousand

compared to $653 thousand for the same period in 2013, reflecting increases in general consulting fees offset by decreases in legal fees.



ATM processing fees increased $107 thousand to $420 thousand compared to

$313 thousand for the same period in 2013. This increase is related to the

same volume increases discussed under customer service fee income previously in this report.



Supplies increased $48 thousand to $298 thousand compared to $250 thousand

for the same period in 2013. Telephone expense increased $231 thousand to $566 thousand for the six



months ended June 30, 2014, from $335 thousand for the same period in

2013, which includes $109 thousand from the addition of Randolph National

Bank locations and $87 thousand from Charter operations.



Amortization of intangible assets increased $489 thousand, or 128.68%, to

$869 thousand for the six months ended June 30, 2014, compared to $380

thousand for the same period in 2013. This increase includes $258 thousand

related to the amortization of core deposit intangibles related to Randolph National Bank and $252 thousand related to amortization of customer list intangibles related to Charter Trust Company.



Other expenses increased $588 thousand, or 23.61%, to $3.1 million for the

six months ended June 30, 2014, compared to $2.5 million for the same

period in 2013. This increase includes $368 thousand in expenses related

to the addition of Charter Holding operations.

Comparison of the Operating Results for the Three Months Ended June 30, 2014 and June 30, 2013

Noninterest Income. For the three months ended June 30, 2014, total noninterest income increased $1.7 million, or 50.06%, to $5.1 million compared to $3.4 million for the same period in 2013, as discussed below. For the three month period ended June 30, 2014, the increase in noninterest income primarily consisted of the following:



Trust and investment management fee income was $2.1 million for the three

months ended June 30, 2014, compared to no recorded activity for the same

period in 2013 when the Bank recognized earnings under equity method accounting. 33



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Customer service fees increased $273 thousand, or 21.56%, to $1.5 million

from $1.3 million for the three months ended June 30, 2014. The increase

includes increases of $156 thousand related to increased volume of ATM and

debit cards and $163 thousand in fees related to overdraft processing.

Bank-owned life insurance income increased $5 thousand to $153 thousand

from $148 thousand for the three months ended June 30, 2013.



Gain on sales of other real estate and property owned, net increased $172

thousand to $197 thousand from $25 thousand for the three months ended June 30, 2013.



Mortgage servicing income, net increased $68 thousand to $54 thousand from

an expense of $14 thousand for the three months ended June 30, 2013.

partially offset by:



Net gain on sales of loans decreased $557 thousand, or 82.52%, to $118

thousand compared to $675 thousand for the same period in 2013, represented by a decrease of $24.0 million in loans sold into the secondary market, to $8.0 million for the three months ended June 30, 2014, from $32.0 million for the three months ended June 30, 2013. This decrease reflects changes in pipelines, market rates and shifts in



consumer demand of adjustable rate products that we typically hold in our

portfolio.



Gain on sales and calls of securities, net decreased $179 thousand, or

29.15%, to $435 thousand for the three months ended June 30, 2014, from

$614 thousand for the three months ended June 30, 2013. This decrease

primarily reflects the gain on the sales of approximately $73.1 million of

securities sold during the three months ended June 30, 2014, compared to

$91.9 million during the same period in 2013. Income from equity interest in Charter Holding decreased $143 thousand



compared to the same period in 2013 due to the acquisition of Charter

Holding during the second quarter of 2013. Accordingly, the Bank began

recording the entity's activities as trust income and in related expense

categories.

Noninterest Expense. For the three months ended June 30, 2014, total noninterest expenses increased $3.4 million, or 41.56%, to $11.7 million compared to $8.3 million for the same period in 2013, as discussed below. For the three month period ended June 30, 2014, the increase in noninterest expenses primarily consisted of the following:



Salaries and employee benefits increased $2.0 million, or 48.52%, to $6.1

million compared to $4.1 million for the three months ended June 30, 2013.

Gross salaries and benefits paid, which excludes the deferral of expenses

associated with the origination of loans, increased $1.9 million, or

43.5%, from $4.6 million for the three months ended June 30, 2013, to $6.6

million for the three months ended June 30, 2014. Salary expense increased

$1.3 million, or 39.78%, reflecting ordinary cost-of-living adjustments

and additional staffing primarily related to acquisition of Charter

Holding and Central Financial Corporation, which represented $751 million,

or 56.38%, of the increase. The deferral of expenses in conjunction with

the origination of loans increased $3 thousand, or 0.56%, to $484 thousand

from $482 thousand for the same period in 2013. Occupancy and equipment increased $349 thousand, or 33.11%, to $1.4



million compared to $1.1 million for the same period in 2013, which

included $44 thousand related to the cost of the additional rent expense

for new locations acquired from Charter Holding and Central Financial

Corporation. Advertising and promotion increased $68 thousand, or 31.92%, to $281



thousand from $213 thousand for the same period in 2013. This increase

related to trust and investment management services coupled with

promotions and media related to our new markets in the greater Randolph

area of Vermont and our second location in Nashua, New Hampshire, which opened in December 2013.



Depositors' insurance increased $68 thousand, or 33.66%, to $270 thousand

from $202 thousand for the same period in 2013 due primarily to increased

aggregate account balances. Outside services increased $309 thousand, or 88.54%, to $658 thousand



compared to $349 thousand for the same period in 2013. This increase

includes expenses of $204 thousand related to Charter Holding operations,

increases in expenses associated with our core processing system of $17 thousand and fees for account statement printing of $34 thousand.



Professional services increased $130 thousand, or 41.00%, to $447 thousand

compared to $317 thousand for the same period in 2013, reflecting increases in general consulting fees offset by decreases in legal fees.



ATM processing fees increased $37 thousand to $199 thousand compared to

$162 thousand for the same period in 2013. This increase is related to the

same volume increases discussed under customer service fee income previously in this report.



Supplies increased $13 thousand to $134 thousand compared to $121 thousand

for the same period in 2013. Telephone expense increased $99 thousand to $271 thousand for the three



months ended June 30, 2014, from $172 thousand in 2013, which includes $50

thousand from the addition of Randolph National Bank locations and $30 thousand from Charter operations.



Amortization of intangible assets increased $246 thousand, or 130.85%, to

$434 thousand for the three months ended June 30, 2014, compared to $188

thousand for the same period in 2013. This increase includes $143 thousand

related to the amortization of core deposit intangibles related to Randolph National Bank and $126 thousand related to amortization of customer list intangibles related to Charter Trust Company. 34



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Other expenses increased $123 thousand, or 8.92%, to $1.5 million for the

three months ended June 30, 2014, compared to $1.4 million for the same

period in 2013. This increase includes $148 thousand in expenses related

to the addition of Charter Holding operations.

Liquidity and Capital Resources

We are required to maintain sufficient liquidity for safe and sound operations. At June 30, 2014, our liquidity was sufficient to cover our anticipated needs for funding new loan commitments of approximately $80.1 million. Our source of funds is derived primarily from net deposit inflows, loan amortizations, principal pay downs from loans, sold loan proceeds, and advances from the FHLB. At June 30, 2014, we had approximately $157.3 in additional borrowing capacity from the FHLB. At June 30, 2014, stockholders' equity totaled $152.8 million, compared to $149.3 million at December 31, 2013. This reflects net income of $4.5 million, the declaration and payment of $2.1 million in common stock dividends, the declaration of $115 thousand in preferred stock dividends, cash contribution in the dividend reinvestment program of $77 thousand, vesting of stock awards of $135 thousand, exercise of common stock options of $35 thousand and $1.0 million in other comprehensive loss. At June 30, 2014, 148,088 shares remained to be repurchased under the repurchase plan previously approved by the Board of Directors. The repurchase plan permits the repurchase of up to 253,776 shares of our common stock. The Board of Directors has determined that a share buyback is appropriate to enhance stockholder value because such repurchases generally increase earnings per common share, return on average assets and on average stockholders equity, which are three performance benchmarks against which bank and thrift holding companies are measured. We buy stock in the open market whenever the price of the stock is deemed reasonable and we have funds available for the purchase. During the six months ended June 30, 2014, no shares were repurchased. At June 30, 2014, we had unrestricted funds available in the amount of $2.0 million. As of June 30, 2014, our total cash needs for the remainder of 2014 are estimated to be approximately $2.6 million with $2.1 million projected to be used to pay dividends on our common stock, $309 thousand to pay interest on our capital securities, $115 thousand to pay dividends on our Series B Preferred Stock (as defined below), and approximately $120 thousand for ordinary operating expenses. The Bank pays dividends to the Company as its sole stockholder, within guidelines set forth by the Office of the Comptroller of the Currency ("OCC"). Since the Bank is well-capitalized and has capital in excess of regulatory requirements, it is anticipated that funds will be available to cover the additional Company cash requirements for 2014, as needed, as long as earnings at the Bank are sufficient to maintain adequate leverage capital. For the six months ended June 30, 2014, net cash provided by operating activities decreased $11.5 million to $1.5 million compared to cash provided of $13.0 million for the same period in 2013. Cash provided by loans sold decreased $50.8 million for the six months ended June 30, 2014, compared to the same period in 2013. Net gain on sales of loans decreased $686 thousand for the six months ended June 30, 2014. Net gain on sales and calls of securities decreased $338 thousand for the six months ended June 30, 2014, compared to the same period in 2013, as a result of the sale of $78.9 million of securities sold during the six months ended June 30, 2014, with lower net gains compared to approximately $110.5 million of securities sold during the same period in 2013. The provision for loan losses increased $133 thousand for the six months ended June 30, 2014, compared to the same period in 2013. The change in accrued interest receivable and other assets went from a decrease of $255thousand for the six months ended June 30, 2013 compared to an increase of $2.3 million for the same period in 2014. The decrease in accrued expenses and liabilities increased $1.3 million. Net cash used in investing activities was $54.7 million for the six months ended June 30, 2014, compared to cash provided of $48.2 million for the same period in 2013, a change of $102.9 million. The cash provided by net securities activities was $15.5 million for the six months ended June 30, 2014, compared to cash provided by net securities activities of $57.8 million for the same period in 2013. Cash used to purchase FHLB stock was $2.4 million for the six months ended June 30, 2014, compared to cash provided by redemption of FHLB stock of $213 thousand for the same period in 2013. Cash used in loan originations and principal collections, net, was $60.7 million for the six months ended June 30, 2014, an increase of $52.7 million, compared to cash used of $8.0 million for the same period in 2013. For the six months ended June 30, 2014, net cash flows provided by financing activities increased $113.2 million to cash provided of $63.2 million compared to net cash used in financing activities of $49.9 million for the six months ended June 30, 2013. For the six months ended June 30, 2014, we experienced a net increase of $48.7 million in cash provided by deposits and securities sold under agreements to repurchase comparing cash provided of $16.1 million to cash used of $32.6 million for the same period in 2013. For the six months ended June 30, 2014, we had an increase of $64.7 million of cash provided by FHLB advances and other borrowings comparing cash provided of $49.3 million for the six months ended June 30, 2014 to cash used of $15.5 million for the same period in 2013. On August 25, 2011, as part of the U.S. Treasury's ("Treasury") Small Business Lending Fund ("SBLF") program, we entered into a letter agreement with Treasury pursuant to which we issued and sold to Treasury 20,000 shares of our Non-Cumulative Perpetual Preferred Stock, Series B, par value $.01 per preferred share, having a liquidation preference of $1,000 per preferred share (the "Series B Preferred Stock".) We used $10.0 million of the proceeds to redeem the Series A Preferred Stock issued under Treasury's Capital Purchase Program. 35



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On March 20, 2013, we entered into the First Amendment to the Securities Purchase Agreement (the "SPA Amendment") with the Secretary of the Treasury, pursuant to which we issued an additional 3,000 shares of its Non-Cumulative Perpetual Preferred Stock, Series B, having a liquidation preference of $1,000 per share ("SBLF Preferred Stock"). The SBLF Preferred Stock was issued in exchange for the cancellation of the outstanding shares of The Nashua Bank's Senior Non-Cumulative Perpetual Preferred Stock, Series A, that was assumed in the merger that was completed on December 21, 2012. The initial rate payable on SBLF capital is, at most, 5%, and the rate falls to one percent if a bank's small business lending increases by ten percent or more. Banks that increase their lending by less than ten percent pay rates between two percent and four percent. If a bank's lending does not increase in the first two years, however, the rate increases to seven percent, and after 4.5 years total, the rate for all banks increases to nine percent (if the bank has not already repaid the SBLF funding). The dividend will be paid only when declared by our Board of Directors. The Series B Preferred Stock has no maturity date and ranks senior to the Common Stock with respect to the payment of dividends and distributions and amounts payable upon liquidation, dissolution and winding up of the Company.



The Series B Preferred Stock generally is non-voting, other than class voting on certain matters that could adversely affect the Series B Preferred Stock.

Banks are required to maintain tier one leverage capital and total risk based capital ratios of 4.00% and 8.00%, respectively. As of June 30, 2014, the Bank's ratios were 8.15% and 12.66%, respectively, well in excess of the regulators' requirements. Book value per common share was $15.74 at June 30, 2014, compared to $15.37 per common share at December 31, 2013. Tangible book value per common share was $9.07 at June 30, 2014, compared to $8.59 per common share at December 31, 2013. Tangible book value per common share is a non-GAAP financial measure calculated using GAAP amounts. Tangible book value per common share is calculated by dividing tangible common equity by the total number of shares outstanding at a point in time. Tangible common equity is calculated by excluding the balance of goodwill, other intangible assets and preferred stock from the calculation of shareholders' equity. We believe that tangible book value per common share provides information to investors that may be useful in understanding our financial condition. Because not all companies use the same calculation of tangible common equity and tangible book value per common share, this presentation may not be comparable to other similarly titled measures calculated by other companies.



A reconciliation of these non-GAAP financial measures is provided below:

(Dollars in thousands, except for per share data) June 30, 2014

December 31, 2013 Stockholders' equity $ 152,756 $ 149,257 Less goodwill 44,823 44,632 Less other intangible assets 10,151 11,020 Less preferred stock 23,000 23,000 Tangible common equity $ 74,782 $ 70,605 Ending common shares outstanding 8,241,228 8,216,747 Tangible book value per common share $ 9.07 $ 8.59 Capital Securities On March 30, 2004, NHTB Capital Trust II ("Trust II"), a Connecticut statutory trust formed by the Company, completed the sale of $10.0 million of Floating Capital Securities, adjustable every three months at LIBOR plus 2.79% ("Capital Securities II"). Trust II also issued common securities to us and used the net proceeds from the offering to purchase a like amount of our Junior Subordinated Deferrable Interest Debentures ("Debentures II"). Debentures II are the sole assets of Trust II. Total expenses associated with the offering of $160 thousand are included in other assets and are being amortized on a straight-line basis over the life of Debentures II. Capital Securities II accrue and pay distributions quarterly based on the stated liquidation amount of $10 per capital security. We have fully and unconditionally guaranteed all of the obligations of Trust II. The guaranty covers the quarterly distributions and payments on liquidation or redemption of Capital Securities II, but only to the extent that Trust II has funds necessary to make these payments. Capital Securities II are mandatorily redeemable upon the maturing of Debentures II on March 30, 2034 or upon earlier redemption as provided in the Indenture. We have the right to redeem Debentures II, in whole or in part at the liquidation amount plus any accrued but unpaid interest to the redemption date. On March 30, 2004, NHTB Capital Trust III ("Trust III"), a Connecticut statutory trust formed by the Company, completed the sale of $10.0 million of 6.06% 5 Year Fixed-Floating Capital Securities ("Capital Securities III"). Trust III also issued common securities and used the net proceeds from the offering to purchase a like amount of our 6.06% Junior Subordinated Deferrable Interest Debentures ("Debentures III"). Debentures III are the sole assets of Trust III. Total expenses associated with the offering of $160 thousand are included in other assets and are being amortized on a straight-line basis over the life of Debentures III. 36



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Capital Securities III accrue and pay distributions quarterly at an annual rate of 6.06% for the first 5 years of the stated liquidation amount of $10 per capital security. We have fully and unconditionally guaranteed all of the obligations of the Trust. The guaranty covers the quarterly distributions and payments on liquidation or redemption of Capital Securities III, but only to the extent that the Trust has funds necessary to make these payments. Capital Securities III are mandatorily redeemable upon the maturing of Debentures III on March 30, 2034 or upon earlier redemption as provided in the Indenture. We have the right to redeem Debentures III, in whole or in part at the liquidation amount plus any accrued but unpaid interest to the redemption date.



Off Balance Sheet Arrangements

We do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.


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