8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of Earliest Event Reported): March 24, 2015

Boston Private Financial Holdings, Inc.

(Exact Name of Registrant as Specified in its Charter)

Massachusetts	0-17089	04-2976299
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification Number)

Ten Post Office Square, Boston, Massachusetts 02109

(Address of principal executive offices)

(617) 912-1900

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 7.01. Regulation FD Disclosure

Boston Private Bank & Trust Company (the “Bank”), a wholly-owned subsidiary of Boston Private Financial Holdings, Inc. (“Boston Private”), has prepared a brochure containing information relating to the Bank’s financial results for the twelve months ended December 31, 2014. It is expected that this brochure will be provided to existing clients of the Bank, and also to prospective clients or others, upon their request. The brochure consists of a letter from Mark Thompson, the Chief Executive Officer and President of the Bank, and unaudited financial statements reflecting the Bank’s financial results for the twelve months ended December 31, 2014. The brochure is furnished herewith as Exhibit 99.1 and is incorporated into this Item 7.01 by reference in its entirety.

The information in this Current Report on Form 8-K (including the exhibit hereto) is furnished pursuant to Item 7 of Form 8-K and shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section, nor shall it be deemed incorporated by reference in any filing of Boston Private under the Securities Act of 1933, as amended. Furthermore, the furnishing of this Current Report on Form 8-K is not intended to constitute a determination by Boston Private that the information contained herein (including the exhibits hereto) is material or that the dissemination of such information is required by Regulation FD.

The brochure (furnished herewith as Exhibit 99.1) contains forward-looking statements within the meaning of the federal securities laws. Forward-looking statements include all statements, estimates, projections, expectations or predictions about future events and often include words such as “estimate,” “projects,” “will,” “targets,” “expects,” and other words or expressions indicating statements about the future. Reliance should not be placed on forward-looking statements because they involve known and unknown risks, uncertainties and other factors, which are in some cases beyond the control of Boston Private, and which may cause the actual results, performance or achievements of Boston Private to differ materially from anticipated future results, performance or achievements expressed or implied by such forward-looking statements. Boston Private disclaims any obligation to update any of the forward-looking statements contained herein to reflect future events or developments.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits

99.1 Brochure Entitled “Annual Report of Financial Condition”

SIGNATURE

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

BOSTON PRIVATE FINANCIAL HOLDINGS, INC.
By:	/S/ DAVID J. KAYE
Name:	David J. Kaye
Title:	Chief Financial Officer

Date: March 24, 2015

EXHIBIT INDEX

Exhibit No.	Description
99.1	Brochure Entitled “Annual Report of Financial Condition”

EX-99.1

Exhibit 99.1

ANNUL REPORT
OF FINANCIAL CONDITION AS OF DECEMBER 31, 2014

“Our acquisition of Banyan Partners was an important milestone in our vision to become a premier wealth management and private banking company in our markets across the country.”
Dear Friend,
I am pleased to tell you that 2014 was a signi?cant year of growth and increased ?nancial strength for Boston Private Bank & Trust.
Our acquisition of Banyan Partners in October was an important milestone in our overall vision to become a premier wealth management and private banking company in our markets across the country. On February 17, 2015, we unveiled Boston Private Wealth LLC, our new SEC registered investment adviser that combines Boston Private Bank’s wealth management services with those of Banyan Partners. The combination is both compelling and distinctive, as it allows us to offer even deeper investment expertise, deliver a more comprehensive range of wealth management services, and continue our tradition of providing superior private banking and trust services.
The Bank’s 2014 net income of $62.5 million represents a 7% increase over last year, excluding the one-time after-tax gain of $6.2 million from the sale of our Pacific Northwest offices in May 2013. Driven by continued growth in investments and loans, the Bank’s balance sheet ended the year at $6.6 billion, up 6% from last year. Deposits increased by 7%, to $5.5 billion. Assets under management more than doubled, ending the year with a balance of $9.3 billion. This was primarily due to our recent acquisition of Banyan Partners.
Another noteworthy event in 2014 was our 1st annual Private Partnership CFO Conference. We attracted CFOs from across the country, and our planning is well underway for the 2015 conference on Cape Cod in June.
The Bank also remained strongly committed to the communities we serve, providing ?nancing for a?ordable housing, ?rst-time homebuyers, economic development, social services, community revitalization and small businesses.
The year ahead will be an exciting time indeed for Boston Private as we seek to bring our exceptional level of personal attention, expertise, and custom solutions to clients around the country. On behalf of everyone at Boston Private, I thank you for your trust and relationship, and welcome your comments and suggestions.
Sincerely,Mark D. Thompson CEO & President

2014 FINANCIAL HIGHLIGHTS
ASSETS UNDER MANAGEMENT NET INCOME ENDED AT
GREW TO $62.5 MILLION
$9.3 BILLION an increase of 7% over last year. primarily due to the acquisition of Banyan Partners.
BALANCE SHEET CAPITAL REMAINED
ASSETS TOTALED STRONG

$6.6 BILLION with the Bank’s Tier 1 Leverage Ratio ending the year at 8.55%. an increase of 6% compared to last year.

DEPOSITS GREW TO LOANS TOTALED
$5.5 BILLION $5.3 BILLION
up 7% compared to last year. compared to $5.1 billion last year.

BOARD OF DIRECTORS Mark D. Thompson Nicholas A. R. Hofer Anne L. Randall
Herbert S. Alexander CEO & President Senior Vice President Executive Vice President Founder and Chairman Boston Private Bank & Trust Company West Coast Market Leader Chief Financial and
Alexander, Aronson, Finning & Company Administrative Ocer Stephen M. Waters Gisela A. LoPiano
Margaret W. Chambers Founding and Managing Partner Senior Vice President Esther Schlorholtz Executive Vice President and General Counsel Compass Advisers Chief Lending O?cer, East Coast Senior Vice President
Boston Private Financial Holdings, Inc. Chairman of the Board Director of Community Investment
Boston Private Bank & Trust Company W. Timothy MacDonald
Clayton G. Deutsch Executive Vice President George G. Schwartz
CEO & President Donna C. Wells Chief Risk O?cer Executive Vice President
Boston Private Financial Holdings, Inc. President & CEO Chief Operating O?cer Mind?ash Technologies, Inc. Robert J. Nentwig Lynn Thompson Ho?man Senior Vice President Lynn M. Swenson
Private Investor Chief Lending Ocer, West Coast Senior Vice President POLICY GROUP Chief Fiduciary Ocer
Christopher J. O’Connell
David J. Kaye Thomas K. Anderson Managing Director Neal Tandowsky
Executive Vice President Executive Managing Director Boston Private Wealth Senior Vice President and Chief Financial O?cer Boston Private Wealth Director of West Coast
Boston Private Financial Holdings, Inc. Alejandro Arteaga William T. Oberlies Residential Lending Senior Vice President Deborah F. Kuenstner Senior Vice President National Director of Trust Howard M. Tarlow Chief Investment O?cer Director of Risk Analytics and Fiduciary Services Senior Vice President
Wellesley College James C. Brown Chief Commercial Real Estate O?cer
Jeremy Parker
John Morton III Executive Vice President Senior Vice President Mark D. Thompson Private Investor Director of Commercial Banking Treasurer CEO & President and Credit Management
Daniel P. Nolan Philip A. Powers Jennifer M. Willis
President and CEO Robert C. Buum Senior Vice President Senior Vice President Hugh Johnson Advisors, LLC Senior Vice President Commercial Lending Team Leader Director of Marketing Chief Credit Ocer
George G. Schwartz Pilar Pueyo Elizabeth W. Worrick
Executive Vice President Torrance Childs Senior Vice President Senior Vice President and Chief Operating O?cer Senior Vice President Senior Human Resources Director National Director of Boston Private Bank & Trust Company National Director of Deposit Management Residential Lending
Peter J. Raimondi Brian G. Shapiro Gary L. Garber Chief Executive O?cer
Managing Partner Senior Vice President Boston Private Wealth The Shapiro Group Chief Information O?cer
EXECUTIVE LEADERSHIP TEA M
James C. Brown, Anne L. Randall, Peter J. Raimondi, W. Timothy MacDonald, Mark D. Thompson, George G. Schwartz

ANNUAL REPORT OF 2014FINANCIAL
CONDITION
Boston Private Bank & Trust Company Boston Private Bank & Trust Company
CONDENSED BALANCE SHEETS CONDENSED STATEMENTS OF INCOME
(Unaudited) December 31, (Unaudited) Year Ended December 31,
($ In Thousands) 2014 2013 ($ In Thousands) 2014 2013
ASSETS Interest Income $206,825 $203,088 Cash and Cash Equivalents $167,459 $185,815 Interest Expense 23,401 24,889 Investment Securities 950,814 788,119 Net Interest Income 183,424 178,199 Loans Held for Sale 7,099 6,123 Provision (Credit) for Loan Losses (6,400) (10,000) Net Interest Income after Provision 189,824 188,199 Commercial and Investment Management Fees 34,582 26,547 Construction Loans 2,866,837 2,833,364 Gain on Sale of Residential Loans 2,132,095 2,032,294 Paci?c Northwest O?ces—10,574 Home Equity and Banking Fees and Other Income 10,619 11,880 Consumer Loans 271,004 246,662 Operating Expenses 141,302 139,222 Total Loans 5,269,936 5,112,320 Income Before Income Taxes 93,723 97,978 Less: Allowance for Loan Losses 75,838 76,371 Income Tax Expense 31,121 33,350 Net Loans 5,194,098 5,035,949
Net Income $62,491 $64,628
Other Assets 295,633 235,081
Total Assets $6,615,103 $6,251,087
Boston Private Bank & Trust Company
LIABILITIES & STOCKHOLDER’S EQUITY SELECTED FINANCIAL DATA

Demand Deposits $1,423,453 $1,332,361 (Unaudited) At and for the Year Ended December 31, NOW Accounts 548,394 473,766 ($ In Thousands) 2014 2013 Savings & Money Market 2,922,314 2,708,413 Certi?cates of Deposit 619,605 639,167 Assets Under Management $9,274,000 $4,565,000 Total Deposits 5,513,766 5,153,707 Return on Average Equity 10.44% 11.59% Borrowings 400,646 469,607 Net Interest Margin 3.05% 3.13% Other Liabilities 66,786 54,347 Allowance for Loan Losses/ Total Loans 1.44% 1.49% Total Liabilities 5,981,198 5,677,661 Tier I Leverage Capital Ratio 8.55% 9.27% Stockholder’s Equity 633,905 573,426

Total Liabilities &
Stockholder’s Equity $6,615,103 $6,251,087
On May 10, 2013, Boston Private Bank completed the sale of its three Paci?c Northwest o?ces. The ?nancial impact of the sale is included in the ?nancial statements above. This statement has not been reviewed, or con?rmed for accuracy or relevance, by the Federal Deposit Insurance Corporation.

BOSTON PRIVATE OFFICES
Beverly Boston Boston Brookline Burlingame Cambridge Los Altos Area Hingham Palo Alto Madison Jamaica Plain San Francisco Lexington San Jose San Francisco Bay Area Newton San Mateo Wellesley Beverly Hills Burbank Los Angeles Area Encino Atlanta
Granada Hills
Pasadena Dallas Coral Gables Santa Monica Ft. Lauderdale Westlake Village Naples Florida Area Palm Beach Gardens
BOSTON PRIVATE BANK & TRUST OFFICES BOSTON PRIVATE WEALTH OFFICES
Ten Post O?ce Square 1440 Chapin Avenue Ten Post O?ce Square 100 First Street, 14th Floor Boston, MA Burlingame, CA Boston, MA San Francisco, CA 500 Boylston Street 345 S. San Antonio Road 255 State Street, 6th Floor 160 Bovet Road Boston, MA Los Altos, CA Boston, MA San Mateo, CA 800 Boylston Street 420 Cowper Street 121 Alhambra Plaza, Suite 1202 144 South Beverly Drive, Suite 402 Boston, MA Palo Alto, CA Coral Gables, FL Beverly Hills, CA
157 Seaport Boulevard 433 California Street 1845 Cordova Road, Suite 206 16000 Ventura Boulevard Boston, MA San Francisco, CA Fort Lauderdale, FL Encino, CA
57 Enon Street, Route 1A 60 South Market, Suite 100 999 Vanderbilt Beach Road, Suite 200 1 Glenlake Parkway, Suite 700 Beverly, MA San Jose, CA Naples, FL Atlanta, GA
1295A Beacon Street 160 Bovet Road 11376 N. Jog Road, Suite 101 5201 East Terrace Drive, Suite 380 Brookline, MA San Mateo, CA Palm Beach Gardens, FL Madison, WI
265 Main Street 333 N. Glenoaks Boulevard 4965 Preston Park Blvd, Suite 350E Cambridge, MA Burbank, CA Plano, TX

7 Central Street 16000 Ventura Boulevard Hingham, MA Encino, CA

401c Centre Street 10820 Zelzah Avenue Jamaica Plain, MA (Loan Center) Granada Hills, CA 1666 Massachusetts Avenue 345 East Colorado Boulevard Lexington, MA Pasadena, CA
1223 Centre Street 520 Broadway Newton, MA Santa Monica, CA
336 Washington Street 971 South Westlake Boulevard Wellesley, MA Westlake Village, CA
BostonPrivateBank.com
Wealth Management services are provided by Boston Private Wealth LLC, an SEC registered investment adviser and a wholly owned subsidiary of Boston Private Bank & Trust Company. Investments are not FDIC insured, are not a deposit, are not guaranteed by Boston Private Bank & Trust Company or any of its affiliates, and may lose value.