UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

___________________________________________________

FORM 10-Q


☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~September~~June 30, ~~2021~~2022


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to


Commission File Number:			1-9047

Independent Bank Corp.

(Exact name of registrant as specified in its charter)

___________________________________________________


MA			04-2870273
(State or other jurisdiction of incorporation or organization)			(I.R.S. Employer Identification No.)

Office Address:

2036 Washington Street,

Hanover,

02339

Mailing Address:

288 Union Street,

Rockland,

02370

(Address of principal executive offices, including zip code)

(781) 878-6100

(Registrant’s telephone number, including area code)


Securities registered pursuant to Section 12(b) of the Act:
Title of each Class	Trading Symbol	Name of each exchange on which registered
Common Stock, $0.01 par value per share	INDB	The Nasdaq Global Select Market

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

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

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


Large Accelerated Filer	x	Accelerated Filer	☐

Non-accelerated Filer	☐	Smaller Reporting Company	☐

		Emerging Growth Company	☐

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

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act.)

Yes

☐

☒

As of ~~November~~August 3, ~~2021,~~2022, there were ~~33,049,880~~45,899,764 shares of the issuer’s common stock outstanding, par value $0.01 per share.

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Table of Contents
			PAGE
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements (unaudited)
Consolidated Balance Sheets - ~~September~~June 30, ~~2021~~2022 and December 31, ~~2020~~2021			45
Consolidated Statements of Income - Three and ~~Nine~~Six months ended ~~September~~June 30, ~~2021~~2022 and ~~2020~~2021			67
Consolidated Statements of Comprehensive Income -Three and ~~Nine~~Six months ended ~~September~~June 30, ~~2021~~2022 and ~~2020~~2021			78
Consolidated Statements of Stockholders’ Equity - Three and ~~Nine~~Six months ended ~~September~~June 30, ~~2021~~2022 and ~~2020~~2021			89
Consolidated Statements of Cash Flows - ~~Nine~~Six months ended ~~September~~June 30, ~~2021~~2022 and ~~2020~~2021			1011

~~Condensed~~ Notes to Consolidated Financial Statements - ~~September~~June 30, ~~2021~~2022
Note 1 - Basis of Presentation			1213
Note 2 - Recent Accounting Standards Updates			1213
Note 3 - Securities			1315
Note 4 - Loans, Allowance for Credit Losses, and Credit Quality			1719
Note 5 - Stock Based Compensation			28
Note 6 - Derivative and Hedging Activities			2930
Note 7 - Fair Value Measurements			3536
Note 8 - Revenue Recognition			4243
Note 9 - Comprehensive Income (Loss)			4546
Note 10 - Commitments and Contingencies			4647
Note 11 - Low Income Housing Project Investments			48
~~Note 12 - Subsequent Event~~			4849
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations			4849
Table 1 - Closed Residential Real Estate Loans			62
Table 2 - Residential Mortgage Loan Sales			62
Table 3 - Mortgage Servicing Asset			63
Table 4 - Nonperforming Assets			68
Table 5 - Activity in Nonperforming Assets			68
Table 6 - Troubled Debt Restructurings			69

~~Table of~~ ~~Contents~~


Table 7 - Activity in Troubled Debt Restructurings			69
Table 8 - Interest Income - Nonaccrual Loans and Troubled Debt Restructurings			7069
Table 9 - ~~Deferral by Modification Type~~Deferrals Maturity Schedule			70
Table 10 - ~~Industries Highly Impacted By COVID-19 - Details~~Summary of Net Charge-Offs to Average Loans Outstanding			71
Table 11 - Summary of ~~Changes in the~~Allocation of Allowance for Credit Losses			7472
Table 12 ~~- Summary of Allocation of the Allowance for Credit Losses~~			75
~~Table 13 - Borrowings~~			76
~~Table 14~~ - Company and Bank’s Capital Amounts and Ratios			7774
Table 1513 - Assets Under Administration			75
Table 14 - Summary of Results of Operations			7976
Table 15 - Average Balance, Interest Earned/Paid & Average Yields Quarter-to-Date			77
Table 16 - Average Balance, Interest Earned/Paid & Average Yields ~~Quarter-to-Date~~Year-to-Date			8079
Table 17 - ~~Average Balance, Interest Earned/Paid & Average Yields Year-to-Date~~Volume Rate Analysis			81
Table 18 - Noninterest Income			82
Table 1819 - ~~Volume Rate Analysis~~Noninterest Expense			84
Table 1920 - ~~Noninterest Income~~Tax Provision and Applicable Tax Rates			85
Table 202 1 - ~~Noninterest Expense~~ Sources of Liquidity			87
Table ~~21 - Tax Provision and Applicable Tax Rates~~2			882
~~Table 22 - Sources of Liquidity~~			90
~~Table 23~~ - Interest Rate Sensitivity			9288

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PART 1. FINANCIAL INFORMATION

Item 1. Financial Statements

INDEPENDENT BANK CORP.

CONSOLIDATED BALANCE SHEETS

(Unaudited—Dollars in thousands)


		September 30 2021		December 31 2020			June 30 2022		December 31 2021
Assets	Assets					Assets
Cash and due from banks	Cash and due from banks	$	138,148	$	169,460	Cash and due from banks	$	202,802	$	141,581
Interest-earning deposits with banks	Interest-earning deposits with banks	1,869,683		1,127,176		Interest-earning deposits with banks	1,273,465		2,099,103
Securities	Securities					Securities
Trading	Trading	3,504		2,838		Trading	3,637		3,720
Equity	Equity	22,794		22,107		Equity	21,181		23,173
Available for sale (amortized cost $1,425,392 and $395,453)		1,427,210		412,860
Held to maturity (fair value $875,306 and $752,177)		865,249		724,512
Available for sale (amortized cost $1,626,890 and $1,583,736)						Available for sale (amortized cost $1,626,890 and $1,583,736)	1,501,949		1,571,148
Held to maturity (fair value $1,297,165 and $1,064,133)						Held to maturity (fair value $1,297,165 and $1,064,133)	1,408,189		1,066,818
Total securities	Total securities	2,318,757		1,162,317		Total securities	2,934,956		2,664,859
Loans held for sale (at fair value)	Loans held for sale (at fair value)	33,553		58,104		Loans held for sale (at fair value)	2,358		24,679
Loans	Loans					Loans
Commercial and industrial	Commercial and industrial	1,640,709		2,103,152		Commercial and industrial	1,541,046		1,563,279
Commercial real estate	Commercial real estate	4,221,259		4,173,927		Commercial real estate	7,791,757		7,992,344
Commercial construction	Commercial construction	515,415		553,929		Commercial construction	1,194,577		1,165,457
Small business	Small business	184,138		175,023		Small business	205,953		193,189
Residential real estate	Residential real estate	1,222,849		1,296,183		Residential real estate	1,844,057		1,604,686
Home equity - first position	Home equity - first position	592,564		633,142		Home equity - first position	587,314		589,550
Home equity - subordinate positions	Home equity - subordinate positions	407,904		435,648		Home equity - subordinate positions	478,196		450,061
Other consumer	Other consumer	23,175		21,862		Other consumer	32,864		28,720
Total loans	Total loans	8,808,013		9,392,866		Total loans	13,675,764		13,587,286
Less: allowance for credit losses	Less: allowance for credit losses	(92,246)		(113,392)		Less: allowance for credit losses	(144,319)		(146,922)
Net loans	Net loans	8,715,767		9,279,474		Net loans	13,531,445		13,440,364
Federal Home Loan Bank stock	Federal Home Loan Bank stock	8,666		10,250		Federal Home Loan Bank stock	6,249		11,407
Bank premises and equipment, net	Bank premises and equipment, net	123,528		116,393		Bank premises and equipment, net	202,221		195,590
Goodwill	Goodwill	506,206		506,206		Goodwill	985,072		985,072
Other intangible assets	Other intangible assets	19,055		23,107		Other intangible assets	28,845		32,772
Cash surrender value of life insurance policies	Cash surrender value of life insurance policies	244,573		200,525		Cash surrender value of life insurance policies	292,807		289,304

Other assets	Other assets	555,375		551,289		Other assets	522,230		538,674
Total assets	Total assets	$	14,533,311	$	13,204,301	Total assets	$	19,982,450	$	20,423,405
Liabilities and Stockholders' Equity	Liabilities and Stockholders' Equity					Liabilities and Stockholders' Equity
Deposits	Deposits					Deposits
Noninterest-bearing demand deposits	Noninterest-bearing demand deposits	$	4,590,492	$	3,762,306	Noninterest-bearing demand deposits	$	5,562,174	$	5,479,503
Savings and interest checking accounts	Savings and interest checking accounts	4,484,208		4,047,332		Savings and interest checking accounts	6,347,601		6,350,016
Money market	Money market	2,399,878		2,232,903		Money market	3,419,170		3,556,375
Time certificates of deposit of $100,000 and over		412,129		525,424
Other time certificates of deposits		373,433		425,205
Time certificates of deposit						Time certificates of deposit	1,310,603		1,531,150
Total deposits	Total deposits	12,260,140		10,993,170		Total deposits	16,639,548		16,917,044
Borrowings	Borrowings					Borrowings
Federal Home Loan Bank borrowings	Federal Home Loan Bank borrowings	25,675		35,740		Federal Home Loan Bank borrowings	25,652		25,667

Long-term borrowings (less unamortized debt issuance costs of $0 and $40)		18,750		32,773
Long-term borrowings						Long-term borrowings	—		14,063
Junior subordinated debentures (less unamortized debt issuance costs of $34 and $35)						Junior subordinated debentures (less unamortized debt issuance costs of $34 and $35)	62,854		62,853

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Junior subordinated debentures (less unamortized debt issuance costs of $35 and $37)		62,853		62,851
Subordinated debentures (less unamortized debt issuance costs of $233 and $304)		49,767		49,696
Subordinated debentures (less unamortized debt issuance costs of $162 and $209)						Subordinated debentures (less unamortized debt issuance costs of $162 and $209)	49,838		49,791
Total borrowings	Total borrowings	157,045		181,060		Total borrowings	138,344		152,374
Other liabilities	Other liabilities	360,172		327,386		Other liabilities	333,373		335,538
Total liabilities	Total liabilities	12,777,357		11,501,616		Total liabilities	17,111,265		17,404,956
Commitments and contingencies	Commitments and contingencies	—		—		Commitments and contingencies	—		—
Stockholders' equity	Stockholders' equity					Stockholders' equity
Preferred stock, $0.01 par value, authorized: 1,000,000 shares, outstanding: none	Preferred stock, $0.01 par value, authorized: 1,000,000 shares, outstanding: none	—		—		Preferred stock, $0.01 par value, authorized: 1,000,000 shares, outstanding: none	—		—
Common stock, $0.01 par value, authorized: 75,000,000 shares, issued and outstanding: 33,043,812 shares at September 30, 2021 and 32,965,692 shares at December 31, 2020 (includes 135,485 and 135,205 shares of unvested participating restricted stock awards, respectively)		329		328
Value of shares held in rabbi trust at cost: 84,207 shares at September 30, 2021 and 84,126 shares at December 31, 2020		(3,157)		(3,066)
Common stock, $0.01 par value, authorized: 75,000,000 shares, issued and outstanding: 46,069,761 shares at June 30, 2022 and 47,349,778 shares at December 31, 2021 (includes 136,608 and 135,273 shares of unvested participating restricted stock awards, respectively)						Common stock, $0.01 par value, authorized: 75,000,000 shares, issued and outstanding: 46,069,761 shares at June 30, 2022 and 47,349,778 shares at December 31, 2021 (includes 136,608 and 135,273 shares of unvested participating restricted stock awards, respectively)	459		472
Value of shares held in rabbi trust at cost: 82,082 shares at June 30, 2022 and 82,565 shares at December 31, 2021						Value of shares held in rabbi trust at cost: 82,082 shares at June 30, 2022 and 82,565 shares at December 31, 2021	(3,196)		(3,146)
Deferred compensation and other retirement benefit obligations	Deferred compensation and other retirement benefit obligations	3,157		3,066		Deferred compensation and other retirement benefit obligations	3,196		3,146
Additional paid in capital	Additional paid in capital	949,316		945,638		Additional paid in capital	2,146,333		2,249,078
Retained earnings	Retained earnings	787,742		716,024		Retained earnings	833,857		766,716
Accumulated other comprehensive income, net of tax		18,567		40,695
Accumulated other comprehensive income (loss), net of tax						Accumulated other comprehensive income (loss), net of tax	(109,464)		2,183
Total stockholders’ equity	Total stockholders’ equity	1,755,954		1,702,685		Total stockholders’ equity	2,871,185		3,018,449
Total liabilities and stockholders' equity	Total liabilities and stockholders' equity	$	14,533,311	$	13,204,301	Total liabilities and stockholders' equity	$	19,982,450	$	20,423,405

The accompanying ~~condensed~~ notes are an integral part of these unaudited consolidated financial statements.

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INDEPENDENT BANK CORP.

CONSOLIDATED STATEMENTS OF INCOME

(Unaudited—Dollars in thousands, except per share data)


		Three Months Ended				Nine Months Ended					Three Months Ended				Six Months Ended
		September 30				September 30					June 30				June 30
		2021		2020		2021		2020			2022		2021		2022		2021
Interest income	Interest income									Interest income
Interest and fees on loans	Interest and fees on loans	$	84,212	$	90,112	$	265,409	$	280,768	Interest and fees on loans	$	133,988	$	88,814	$	263,613	$	181,197
Taxable interest and dividends on securities	Taxable interest and dividends on securities	7,792		7,218		21,603		23,006		Taxable interest and dividends on securities	11,281		7,184		21,324		13,811
Nontaxable interest and dividends on securities	Nontaxable interest and dividends on securities	4		9		14		27		Nontaxable interest and dividends on securities	2		5		3		10
Interest on loans held for sale	Interest on loans held for sale	193		326		675		917		Interest on loans held for sale	35		186		99		482
Interest on federal funds sold and short-term investments	Interest on federal funds sold and short-term investments	815		254		1,654		546		Interest on federal funds sold and short-term investments	2,817		513		3,703		839
Total interest and dividend income	Total interest and dividend income	93,016		97,919		289,355		305,264		Total interest and dividend income	148,123		96,702		288,742		196,339
Interest expense	Interest expense									Interest expense
Interest on deposits	Interest on deposits	1,633		5,432		6,361		23,351		Interest on deposits	2,111		2,017		4,218		4,728
Interest on borrowings	Interest on borrowings	1,292		1,604		3,965		5,628		Interest on borrowings	1,151		1,331		2,231		2,673
Total interest expense	Total interest expense	2,925		7,036		10,326		28,979		Total interest expense	3,262		3,348		6,449		7,401
Net interest income	Net interest income	90,091		90,883		279,029		276,285		Net interest income	144,861		93,354		282,293		188,938
Provision for credit losses		(10,000)		7,500		(17,500)		52,500
Release of provision for credit losses										Release of provision for credit losses	—		(5,000)		(2,000)		(7,500)
Net interest income after provision for credit losses	Net interest income after provision for credit losses	100,091		83,383		296,529		223,785		Net interest income after provision for credit losses	144,861		98,354		284,293		196,438
Noninterest income	Noninterest income									Noninterest income
Deposit account fees	Deposit account fees	4,298		3,428		11,704		11,227		Deposit account fees	5,828		3,822		11,321		7,406
Interchange and ATM fees	Interchange and ATM fees	3,441		3,044		9,229		13,154		Interchange and ATM fees	4,027		3,068		7,636		5,788
Investment management	Investment management	9,174		7,571		26,350		21,696		Investment management	9,329		8,872		18,002		17,176
Mortgage banking income	Mortgage banking income	2,825		7,704		11,270		13,570		Mortgage banking income	1,042		2,705		2,404		8,445
Increase in cash surrender value of life insurance policies	Increase in cash surrender value of life insurance policies	1,596		1,314		4,508		3,902		Increase in cash surrender value of life insurance policies	1,871		1,589		3,666		2,912
Gain on life insurance benefits	Gain on life insurance benefits	—		—		258		692		Gain on life insurance benefits	123		—		123		258
Loan level derivative income	Loan level derivative income	586		2,457		875		8,918		Loan level derivative income	436		116		1,040		289
Unrealized gain on equity securities		—		308		723		1,694

Other noninterest income	Other noninterest income	4,537		3,521		11,753		9,119		Other noninterest income	5,242		4,795		9,978		7,939
Total noninterest income	Total noninterest income	26,457		29,347		76,670		83,972		Total noninterest income	27,898		24,967		54,170		50,213
Noninterest expenses	Noninterest expenses									Noninterest expenses
Salaries and employee benefits	Salaries and employee benefits	42,235		38,409		124,759		113,027		Salaries and employee benefits	49,538		42,635		98,249		82,524
Occupancy and equipment expenses	Occupancy and equipment expenses	8,564		9,273		26,543		27,863		Occupancy and equipment expenses	11,637		8,706		24,939		17,979
Data processing and facilities management	Data processing and facilities management	1,673		1,567		5,024		4,684		Data processing and facilities management	2,247		1,686		4,619		3,351
FDIC assessment		980		1,034		2,805		1,537
Advertising		884		1,215		2,949		3,107
Consulting expense		1,560		1,305		5,443		4,244
Amortization of intangible assets		1,310		1,449		4,037		4,704
Debit card expense		1,347		1,105		3,693		3,312

Loss on termination of derivatives		—		684		—		684
Merger and acquisition expense	Merger and acquisition expense	1,943		—		3,674		—		Merger and acquisition expense	—		1,731		7,100		1,731
Software maintenance	Software maintenance	2,018		1,753		5,903		5,218		Software maintenance	2,645		1,915		5,209		3,885
Amortization of intangible assets										Amortization of intangible assets	1,902		1,314		3,903		2,727
FDIC assessment										FDIC assessment	1,743		775		3,548		1,825

Debit card expense										Debit card expense	1,861		1,165		3,626		2,346
Consulting expense										Consulting expense	2,760		1,492		4,510		3,883

Other noninterest expenses	Other noninterest expenses	9,905		8,864		30,573		31,725		Other noninterest expenses	16,229		11,883		30,359		22,733
Total noninterest expenses	Total noninterest expenses	72,419		66,658		215,403		200,105		Total noninterest expenses	90,562		73,302		186,062		142,984
Income before income taxes	Income before income taxes	54,129		46,072		157,796		107,652		Income before income taxes	82,197		50,019		152,401		103,667
Provision for income taxes	Provision for income taxes	14,122		11,199		38,506		21,126		Provision for income taxes	20,421		12,447		37,528		24,384
Net income	Net income	$	40,007	$	34,873	$	119,290	$	86,526	Net income	$	61,776	$	37,572	$	114,873	$	79,283
Basic earnings per share	Basic earnings per share	$	1.21	$	1.06	$	3.61	$	2.59	Basic earnings per share	$	1.32	$	1.14	$	2.44	$	2.40
Diluted earnings per share	Diluted earnings per share	$	1.21	$	1.06	$	3.61	$	2.59	Diluted earnings per share	$	1.32	$	1.14	$	2.44	$	2.40
Weighted average common shares (basic)	Weighted average common shares (basic)	33,043,716		32,951,918		33,024,386		33,358,879		Weighted average common shares (basic)	46,665,101		33,033,578		47,013,989		33,014,561
Common share equivalents	Common share equivalents	15,554		24,758		18,238		27,871		Common share equivalents	14,096		21,270		17,403		25,085
Weighted average common shares (diluted)	Weighted average common shares (diluted)	33,059,270		32,976,676		33,042,624		33,386,750		Weighted average common shares (diluted)	46,679,197		33,054,848		47,031,392		33,039,646
Cash dividends declared per common share	Cash dividends declared per common share	$	0.48	$	0.46	$	1.44	$	1.38	Cash dividends declared per common share	$	0.51	$	0.48	$	1.02	$	0.96

The accompanying ~~condensed~~ notes are an integral part of these unaudited consolidated financial statements.

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INDEPENDENT BANK CORP.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Unaudited—Dollars in thousands)


		Three Months Ended				Nine Months Ended					Three Months Ended				Six Months Ended
		September 30				September 30					June 30				June 30
		2021		2020		2021		2020			2022		2021		2022		2021
Net income	Net income	$	40,007	$	34,873	$	119,290	$	86,526	Net income	$	61,776	$	37,572	$	114,873	$	79,283
Other comprehensive income (loss), net of tax	Other comprehensive income (loss), net of tax									Other comprehensive income (loss), net of tax
Net change in fair value of securities available for sale	Net change in fair value of securities available for sale	(7,897)		(709)		(11,878)		10,333		Net change in fair value of securities available for sale	(23,734)		3,793		(86,290)		(3,981)
Net change in fair value of cash flow hedges	Net change in fair value of cash flow hedges	(3,383)		(2,729)		(11,559)		20,452		Net change in fair value of cash flow hedges	(7,649)		(1,593)		(25,599)		(8,176)
Net change in other comprehensive income for defined benefit postretirement plans	Net change in other comprehensive income for defined benefit postretirement plans	280		225		1,309		(322)		Net change in other comprehensive income for defined benefit postretirement plans	121		210		242		1,029
Total other comprehensive income (loss)	Total other comprehensive income (loss)	(11,000)		(3,213)		(22,128)		30,463		Total other comprehensive income (loss)	(31,262)		2,410		(111,647)		(11,128)
Total comprehensive income	Total comprehensive income	$	29,007	$	31,660	$	97,162	$	116,989	Total comprehensive income	$	30,514	$	39,982	$	3,226	$	68,155

The accompanying ~~condensed~~ notes are an integral part of these unaudited consolidated financial statements.

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INDEPENDENT BANK CORP.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

Three Months Ended ~~September~~June 30, ~~2021~~2022 and ~~2020~~2021

(Unaudited—Dollars in thousands, except per share data)


		Common Stock Outstanding	Common Stock		Value of Shares Held in Rabbi Trust at Cost		Deferred Compensation Obligation		Additional Paid in Capital		Retained Earnings		Accumulated Other Comprehensive Income		Total			Common Stock Outstanding	Common Stock		Value of Shares Held in Rabbi Trust at Cost		Deferred Compensation Obligation		Additional Paid in Capital		Retained Earnings		Accumulated Other Comprehensive Income (Loss)		Total
Balance June 30, 2021		33,037,859	$	329	$	(3,116)	$	3,116	$	948,130	$	763,596	$	29,567	$	1,741,622
Balance March 31, 2022																	Balance March 31, 2022	47,377,125	$	472	$	(3,179)	$	3,179	$	2,247,518	$	795,651	$	(78,202)	$	2,965,439
Net income	Net income	—	—		—		—		—		40,007		—		40,007		Net income	—	—		—		—		—		61,776		—		61,776
Other comprehensive loss	Other comprehensive loss	—	—		—		—		—		—		(11,000)		(11,000)		Other comprehensive loss	—	—		—		—		—		—		(31,262)		(31,262)
Common dividend declared ($0.51 per share)																	Common dividend declared ($0.51 per share)	—	—		—		—		—		(23,570)		—		(23,570)

Stock based compensation																	Stock based compensation	—	—		—		—		1,632		—		—		1,632
Restricted stock awards issued, net of awards surrendered																	Restricted stock awards issued, net of awards surrendered	5,231	—		—		—		(22)		—		—		(22)
Shares issued under direct stock purchase plan																	Shares issued under direct stock purchase plan	7,574	—		—		—		588		—		—		588
Shares repurchased under share repurchase program																	Shares repurchased under share repurchase program	(1,320,169)	(13)		—		—		(103,383)		—		—		(103,396)
Deferred compensation and other retirement benefit obligations																	Deferred compensation and other retirement benefit obligations	—	—		(17)		17		—		—		—		—
Balance June 30, 2022																	Balance June 30, 2022	46,069,761	$	459	$	(3,196)	$	3,196	$	2,146,333	$	833,857	$	(109,464)	$	2,871,185

Balance March 31, 2021																	Balance March 31, 2021	33,024,882	$	329	$	(3,080)	$	3,080	$	946,002	$	741,883	$	27,157	$	1,715,371
Net income																	Net income	—	—		—		—		—		37,572		—		37,572
Other comprehensive income																	Other comprehensive income	—	—		—		—		—		—		2,410		2,410
Common dividend declared ($0.48 per share)	Common dividend declared ($0.48 per share)	—	—		—		—		—		(15,861)		—		(15,861)		Common dividend declared ($0.48 per share)	—	—		—		—		—		(15,859)		—		(15,859)

Stock based compensation	Stock based compensation	—	—		—		—		707		—		—		707		Stock based compensation	—	—		—		—		1,610		—		—		1,610
Restricted stock awards issued, net of awards surrendered	Restricted stock awards issued, net of awards surrendered	(763)	—		—		—		(3)		—		—		(3)		Restricted stock awards issued, net of awards surrendered	6,452	—		—		—		(23)		—		—		(23)
Shares issued under direct stock purchase plan	Shares issued under direct stock purchase plan	6,716	—		—		—		482		—		—		482		Shares issued under direct stock purchase plan	6,525	—		—		—		541		—		—		541

Deferred compensation and other retirement benefit obligations	Deferred compensation and other retirement benefit obligations	—	—		(41)		41		—		—		—		—		Deferred compensation and other retirement benefit obligations	—	—		(36)		36		—		—		—		—
Balance September 30, 2021		33,043,812	$	329	$	(3,157)	$	3,157	$	949,316	$	787,742	$	18,567	$	1,755,954

Balance June 30, 2020		32,942,110	$	328	$	(4,649)	$	4,649	$	942,685	$	676,834	$	51,845	$	1,671,692
Net income		—	—		—		—		—		34,873		—		34,873
Other comprehensive income		—	—		—		—		—		—		(3,213)		(3,213)
Common dividend declared ($0.46 per share)		—	—		—		—		—		(15,161)		—		(15,161)

Proceeds from exercise of stock options, net of cash paid		5,000	—		—		—		140		—		—		140
Stock based compensation		—	—		—		—		868		—		—		868
Restricted stock awards issued, net of awards surrendered		(43)	—		—		—		(3)		—		—		(3)
Shares issued under direct stock purchase plan		8,480	—		—		—		528		—		—		528

Deferred compensation and other retirement benefit obligations		—	—		(63)		63		—		—		—		—
Balance September 30, 2020		32,955,547	$	328	$	(4,712)	$	4,712	$	944,218	$	696,546	$	48,632	$	1,689,724
Balance June 30, 2021																	Balance June 30, 2021	33,037,859	$	329	$	(3,116)	$	3,116	$	948,130	$	763,596	$	29,567	$	1,741,622

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INDEPENDENT BANK CORP.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

~~Nine~~Six Months Ended ~~September~~June 30, ~~2021~~2022 and ~~2020~~2021

(Unaudited—Dollars in thousands, except per share data)

Common Stock Outstanding Common Stock Value of Shares Held in Rabbi Trust at Cost Deferred Compensation Obligation Additional Paid in Capital Retained Earnings Accumulated Other
Comprehensive Income (Loss) Total
Balance December 31, 2020 32,965,692 $ 328 $ (3,066) $ 3,066 $ 945,638 $ 716,024 $ 40,695 $ 1,702,685
Net income — — — — — 119,290 — 119,290
Other comprehensive loss — — — — — — (22,128) (22,128)
Common dividend declared ($1.44 per share) — — — — — (47,572) — (47,572)
Proceeds from exercise of stock options, net of cash paid 4,744 — — — (57) — — (57)
Stock based compensation — — — — 3,467 — — 3,467
Restricted stock awards issued, net of awards surrendered 53,795 1 — — (1,247) — — (1,246)
Shares issued under direct stock purchase plan 19,581 — — — 1,515 — — 1,515
Deferred compensation and other retirement benefit obligations — — (91) 91 — — — —
Balance September 30, 2021 33,043,812 $ 329 $ (3,157) $ 3,157 $ 949,316 $ 787,742 $ 18,567 $ 1,755,954
Balance December 31, 2019 34,377,388 $ 342 $ (4,735) $ 4,735 $ 1,035,450 $ 654,182 $ 18,169 $ 1,708,143
Cumulative effect accounting adjustment (1) — — — — — 1,553 — 1,553
Net income — — — — — 86,526 — 86,526
Other comprehensive income — — — — — — 30,463 30,463
Common dividend declared ($1.38 per share) — — — — — (45,715) — (45,715)
Proceeds from exercise of stock options, net of cash paid 5,873 — — — 114 — — 114
Stock based compensation — — — — 3,297 — — 3,297
Restricted stock awards issued, net of awards surrendered 49,249 1 — — (1,187) — — (1,186)
Shares issued under direct stock purchase plan 23,037 — — — 1,620 — — 1,620
Shares repurchased under share repurchase program (1,500,000) (15) — — (95,076) — — (95,091)
Deferred compensation and other retirement benefit obligations — — 23 (23) — — — —
Balance September 30, 2020 32,955,547 $ 328 $ (4,712) $ 4,712 $ 944,218 $ 696,546 $ 48,632 $ 1,689,724

(1) Represents adjustment needed to reflect the cumulative impact on retained earnings pursuant to the Company's adoption of Accounting Standards Update 2016-13. The adjustment presented includes $1.1 million ($817,000, net of tax) attributable to the change in accounting methodology for estimating the allowance for credit losses and $1.0 million ($736,000, net of tax) related to the reserve for unfunded commitments resulting from the Company's adoption of the standard. Amount shown in the table above is presented net of tax.


	Common Stock Outstanding	Common Stock		Value of Shares Held in Rabbi Trust at Cost		Deferred Compensation Obligation		Additional Paid in Capital		Retained Earnings		Accumulated Other Comprehensive Income (Loss)		Total
Balance December 31, 2021	47,349,778	$	472	$	(3,146)	$	3,146	$	2,249,078	$	766,716	$	2,183	$	3,018,449

Net income	—	—		—		—		—		114,873		—		114,873
Other comprehensive loss	—	—		—		—		—		—		(111,647)		(111,647)
Common dividend declared ($1.02 per share)	—	—		—		—		—		(47,732)		—		(47,732)


Stock based compensation	—	—		—		—		2,466		—		—		2,466
Restricted stock awards issued, net of awards surrendered	49,800	—		—		—		(1,085)		—		—		(1,085)
Shares issued under direct stock purchase plan	14,176	—		—		—		1,159		—		—		1,159
Shares repurchased under share repurchase program	(1,343,993)	(13)		—		—		(105,285)		—		—		(105,298)
Deferred compensation and other retirement benefit obligations	—	—		(50)		50		—		—		—		—
Balance June 30, 2022	46,069,761	$	459	$	(3,196)	$	3,196	$	2,146,333	$	833,857	$	(109,464)	$	2,871,185

Balance December 31, 2020	32,965,692	$	328	$	(3,066)	$	3,066	$	945,638	$	716,024	$	40,695	$	1,702,685


Net income	—	—		—		—		—		79,283		—		79,283
Other comprehensive loss	—	—		—		—		—		—		(11,128)		(11,128)
Common dividend declared ($0.96 per share)	—	—		—		—		—		(31,711)		—		(31,711)

Proceeds from exercise of stock options, net of cash paid	4,744	—		—		—		(57)		—		—		(57)
Stock based compensation	—	—		—		—		2,760		—		—		2,760
Restricted stock awards issued, net of awards surrendered	54,558	1		—		—		(1,244)		—		—		(1,243)
Shares issued under direct stock purchase plan	12,865	—		—		—		1,033		—		—		1,033

Deferred compensation and other retirement benefit obligations	—	—		(50)		50		—		—		—		—
Balance June 30, 2021	33,037,859	$	329	$	(3,116)	$	3,116	$	948,130	$	763,596	$	29,567	$	1,741,622

The accompanying ~~condensed~~ notes are an integral part of these unaudited consolidated financial statements.

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INDEPENDENT BANK CORP.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited—Dollars in thousands)


		Nine Months Ended					Six Months Ended
		September 30					June 30
		2021		2020			2022		2021
Cash flow from operating activities	Cash flow from operating activities					Cash flow from operating activities
Net income	Net income	$	119,290	$	86,526	Net income	$	114,873	$	79,283
Adjustments to reconcile net income to net cash provided by (used in) operating activities
Adjustments to reconcile net income to net cash provided by operating activities						Adjustments to reconcile net income to net cash provided by operating activities
Depreciation and amortization	Depreciation and amortization	24,586		21,071		Depreciation and amortization	19,957		16,354
Change in unamortized net loan costs and premiums	Change in unamortized net loan costs and premiums	(22,566)		(9,406)		Change in unamortized net loan costs and premiums	(5,662)		(15,136)

Provision for credit losses		(17,500)		52,500
Amortization (accretion) of acquired loans						Amortization (accretion) of acquired loans	578		(3,422)
Release of provision for credit losses						Release of provision for credit losses	(2,000)		(7,500)
Deferred income tax expense	Deferred income tax expense	271		2,802		Deferred income tax expense	503		469
Net (gain) loss on equity securities		(695)		107
Net loss (gain) on equity securities						Net loss (gain) on equity securities	2,077		(864)

Net loss on bank premises and equipment	Net loss on bank premises and equipment	32		363		Net loss on bank premises and equipment	426		60

Loss on termination of derivatives		—		684

Realized gain on sale leaseback transaction	Realized gain on sale leaseback transaction	(433)		(433)		Realized gain on sale leaseback transaction	(289)		(289)
Stock based compensation	Stock based compensation	3,467		3,297		Stock based compensation	2,466		2,760

Increase in cash surrender value of life insurance policies	Increase in cash surrender value of life insurance policies	(4,508)		(3,902)		Increase in cash surrender value of life insurance policies	(3,666)		(2,912)
Gain on life insurance benefits	Gain on life insurance benefits	(258)		(692)		Gain on life insurance benefits	(123)		(258)
Operating lease payments	Operating lease payments	(8,993)		(8,899)		Operating lease payments	(12,437)		(6,088)
Operating lease termination payments	Operating lease termination payments	(4,750)		—		Operating lease termination payments	—		(4,750)
Change in fair value on loans held for sale	Change in fair value on loans held for sale	1,534		(1,252)		Change in fair value on loans held for sale	426		1,459
Net change in:	Net change in:					Net change in:
Trading assets	Trading assets	(666)		(433)		Trading assets	83		(601)

Loans held for sale	Loans held for sale	23,017		(20,154)		Loans held for sale	21,895		31,084
Other assets	Other assets	16,700		(200,520)		Other assets	38,380		79,393
Other liabilities	Other liabilities	28,267		89,164		Other liabilities	(5,049)		(51,289)
Total adjustments	Total adjustments	37,505		(75,703)		Total adjustments	57,565		38,470
Net cash provided by operating activities	Net cash provided by operating activities	156,795		10,823		Net cash provided by operating activities	172,438		117,753
Cash flows used in investing activities	Cash flows used in investing activities					Cash flows used in investing activities
Proceeds from sales of equity securities	Proceeds from sales of equity securities	1,164		—		Proceeds from sales of equity securities	—		1,164

Purchases of equity securities	Purchases of equity securities	(1,522)		(331)		Purchases of equity securities	(323)		(1,415)

Proceeds from maturities and principal repayments of securities available for sale	Proceeds from maturities and principal repayments of securities available for sale	75,442		74,898		Proceeds from maturities and principal repayments of securities available for sale	79,842		51,536
Purchases of securities available for sale	Purchases of securities available for sale	(1,106,079)		(58,704)		Purchases of securities available for sale	(123,289)		(438,903)
Proceeds from maturities and principal repayments of securities held to maturity	Proceeds from maturities and principal repayments of securities held to maturity	199,304		176,841		Proceeds from maturities and principal repayments of securities held to maturity	96,825		137,258
Purchases of securities held to maturity	Purchases of securities held to maturity	(340,713)		(95,017)		Purchases of securities held to maturity	(438,643)		(274,781)
Net redemption (purchases) of Federal Home Loan Bank stock		1,584		(666)
Net redemption of Federal Home Loan Bank stock						Net redemption of Federal Home Loan Bank stock	5,158		1,171
Investments in low income housing projects	Investments in low income housing projects	(19,236)		(15,586)		Investments in low income housing projects	(13,733)		(9,556)
Purchases of life insurance policies	Purchases of life insurance policies	(40,116)		(116)		Purchases of life insurance policies	(101)		(40,102)
Proceeds from life insurance policies	Proceeds from life insurance policies	576		2,629		Proceeds from life insurance policies	218		576
Net decrease (increase) in loans		603,773		(525,626)
Net (increase) decrease in loans						Net (increase) decrease in loans	(83,997)		468,901

Purchases of bank premises and equipment	Purchases of bank premises and equipment	(16,114)		(8,283)		Purchases of bank premises and equipment	(16,153)		(6,970)
Proceeds from the sale of bank premises and equipment	Proceeds from the sale of bank premises and equipment	78		283		Proceeds from the sale of bank premises and equipment	—		4
Payments on early termination of hedging relationship		—		(684)

Net cash used in investing activities	Net cash used in investing activities	(641,859)		(450,362)		Net cash used in investing activities	(494,196)		(111,117)
Cash flows provided by financing activities
Cash flows (used in) provided by financing activities						Cash flows (used in) provided by financing activities
Net decrease in time deposits						Net decrease in time deposits	(219,533)		(133,295)

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Net decrease in time deposits		(165,052)		(336,289)
Net increase in other deposits		1,432,037		2,040,615
Net (decrease) increase in other deposits						Net (decrease) increase in other deposits	(56,949)		1,127,111

Net advances of short-term Federal Home Loan Bank borrowings		—		55,000

Repayments of long-term Federal Home Loan Bank borrowings		(10,000)		(25,000)

Repayments of long-term debt, net of issuance costs	Repayments of long-term debt, net of issuance costs	(14,063)		(37,500)		Repayments of long-term debt, net of issuance costs	(14,063)		(9,375)

Net payments for exercise of stock options	Net payments for exercise of stock options	(57)		114		Net payments for exercise of stock options	—		(57)
Restricted stock awards issued, net of awards surrendered	Restricted stock awards issued, net of awards surrendered	(1,246)		(1,186)		Restricted stock awards issued, net of awards surrendered	(1,085)		(1,243)
Proceeds from shares issued under direct stock purchase plan	Proceeds from shares issued under direct stock purchase plan	1,515		1,620		Proceeds from shares issued under direct stock purchase plan	1,159		1,033
Payments for shares repurchased under share repurchase program	Payments for shares repurchased under share repurchase program	—		(95,091)		Payments for shares repurchased under share repurchase program	(105,298)		—
Common dividends paid	Common dividends paid	(46,875)		(45,681)		Common dividends paid	(46,890)		(31,016)
Net cash provided by financing activities		1,196,259		1,556,602
Net increase in cash and cash equivalents		711,195		1,117,063
Net cash (used in) provided by financing activities						Net cash (used in) provided by financing activities	(442,659)		953,158
Net (decrease) increase in cash and cash equivalents						Net (decrease) increase in cash and cash equivalents	(764,417)		959,794
Cash and cash equivalents at beginning of year	Cash and cash equivalents at beginning of year	1,296,636		150,974		Cash and cash equivalents at beginning of year	2,240,684		1,296,636
Cash and cash equivalents at end of period	Cash and cash equivalents at end of period	$	2,007,831	$	1,268,037	Cash and cash equivalents at end of period	$	1,476,267	$	2,256,430
Supplemental schedule of noncash activities	Supplemental schedule of noncash activities					Supplemental schedule of noncash activities

Net increase in capital commitments relating to low income housing project investments	Net increase in capital commitments relating to low income housing project investments	$	34,127	$	28,027	Net increase in capital commitments relating to low income housing project investments	$	4,472	$	34,232

Right-of-use assets obtained in exchange for new lease obligations	Right-of-use assets obtained in exchange for new lease obligations	$	5,888	$	7,693	Right-of-use assets obtained in exchange for new lease obligations	$	8,811	$	5,873

The accompanying ~~condensed~~ notes are an integral part of these unaudited consolidated financial statements.

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~~CONDENSED~~ NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 - BASIS OF PRESENTATION

Independent Bank Corp. (the “Company”) is a state chartered, federally registered bank holding company, incorporated in 1985. The Company is the sole stockholder of Rockland Trust Company (“Rockland Trust” or the “Bank”), a Massachusetts trust company chartered in 1907.

As announced on April 22, 2021, the Company has signed a definitive merger agreement under which the Company will acquire Meridian Bancorp, Inc. (“Meridian”), with the Company as the surviving entity, and East Boston Savings Bank will merge with and into Rockland trust. The Company anticipates the merger to close during the fourth quarter of 2021.

All material intercompany balances and transactions have been eliminated in consolidation. Certain previously reported amounts have been reclassified to conform to the current year’s presentation.

The accompanying unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP") for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and notes required by GAAP for complete financial statements. In the opinion of management, all adjustments considered necessary for a fair presentation of the financial statements, primarily consisting of normal recurring adjustments, have been included. Results for the ~~nine~~six months ended ~~September~~June 30, ~~2021~~2022 are not necessarily indicative of the results that may be expected for the year ending December 31, ~~2021~~2022 or any other interim period.

For further information, refer to the consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, ~~2020,~~2021, filed with the Securities and Exchange Commission (the ~~"2020~~"2021 Form 10-K").

NOTE 2 - RECENT ACCOUNTING STANDARDS UPDATES

Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") Topic 848 "Reference Rate Reform" Update No. 2020-04. Update No. 2020-04 was issued in March 2020 to provide optional expedients and exceptions for applying GAAP to certain contracts, hedging relationships, and other transactions affected by reference rate reform if certain criteria are met. The amendments in this update apply only to contracts, hedging relationships, and other transactions that reference the London Interbank Offered Rate ("LIBOR") or another reference rate expected to be discontinued because of reference rate reform. The amendments will not apply to contract modifications made and hedging relationships entered into or evaluated after December 31, 2022, except for hedging relationships existing as of December 31, 2022 for which an entity has elected certain optional expedients that are retained through the end of the hedging relationship. The amendments in this update are effective for all entities as of March 12, 2020 through December 31, 2022 and do not apply to contract modifications made after December 31, 2022. FASB ASC Topic 848 "Reference Rate Reform" Update No. 2021-01 was subsequently issued in January 2021 and expanded application of the optional expedients to derivative transactions affected by the discounting transition. The Company has not yet adopted the amendments in these updates, but has established a working group to guide the Company’s transition from LIBOR and has begun efforts to transition off the LIBOR index consistent with industry timelines. The working group has identified its products that utilize LIBOR and has implemented fallback language to facilitate the transition to alternative rates. The Company is also evaluating existing platforms and systems as well as alternative indices in its preparation to offer new products tied to the alternative indices. The Company does not anticipate that the adoption of these updates will have a material impact on the Company's financial statements.

FASB ASC Topic 260 "Earnings Per Share" Update No. 2020-06. InAugust 2020, the FASB issued update No. 2020-06 ("ASU 2020-06"). ASU 2020-06 included amendments to ASC 260 related to the earnings per share calculation, which were designed to simplify and improve consistency of the diluted earnings per share calculation. ASU 2020-06 is effective for public entities for annual periods beginning after December 15, 2021 and interim periods therein. Accordingly, the Company adopted ASU 2020-06 effective January 1, 2022 and the adoption did not have a material impact on the Company's financial statements.

FASB ASC Topic 815 "Derivatives and Hedging" Update No. 2022-01. Update No. 2022-01 was issued in March 2022 and its amendments allow for nonprepayable financial assets to also be included in a closed portfolio hedged using the portfolio layer method. The expanded scope permits an entity to apply the same portfolio hedging method to both prepayable and nonprepayable financial assets resulting in more consistent accounting for similar hedges. All amendments in this update are effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. The Company is currently assessing the impact of the adoption of this standard on the Company's financial statements.

FASB ASC Topic 326 "Financial Instruments - Credit Losses" Update No. 2022-02. Update No. 2022-02 was issued in March 2022 and applies to public entities that have adopted ASU Topic 326. The amendments in this update eliminate the existing accounting guidance for troubled debt restructures ("TDRs") by creditors in Subtopic 310-40, Receivables - Troubled Debt Restructurings by Creditors and instead requires that an entity evaluate whether a modification

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represents a new loan or a continuation of an existing loan. The amendments also enhance disclosure requirements for certain loan refinancing and restructuring by creditors when a borrower is experiencing financial difficulty. ASU 2022-02 also requires additional disclosure of current period gross write-offs by year of origination for financing receivables to be included in the entity's vintage disclosure, as currently required under Topic 326. All amendments in this update are effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. The Company is currently assessing the impact of the adoption of this standard on the Company's financial statements.

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NOTE 3 - SECURITIES

Trading Securities

The Company had trading securities of ~~$3.5~~$3.6 million and ~~$2.8~~$3.7 million as of ~~September~~June 30, ~~2021~~2022 and December 31, ~~2020,~~2021, respectively. These securities are held in a rabbi trust and will be used for future payments associated with the Company’s non-qualified 401(k) Restoration Plan and Non-qualified Deferred Compensation Plan.

Equity Securities

The Company had equity securities of ~~$22.8~~$21.2 million and ~~$22.1~~$23.2 million as of ~~September~~June 30, ~~2021~~2022 and December 31, ~~2020,~~2021, respectively. These securities consist primarily of mutual funds held in a rabbi trust and will be used for future payments associated with the Company’s supplemental executive retirement plans.

The following table represents a summary of the gains and losses recognized within non-interest income and non-interest expense within the consolidated statements of income that relate to equity securities for the periods indicated:


		Three Months Ended				Nine Months Ended					Three Months Ended				Six Months Ended
		September 30				September 30					June 30				June 30
		2021		2020		2021		2020			2022		2021		2022		2021
		Dollars in thousands									Dollars in thousands
Net gains (losses) recognized during the period on equity securities	Net gains (losses) recognized during the period on equity securities	$	(169)	$	308	695		(107)		Net gains (losses) recognized during the period on equity securities	$	(1,450)	$	548	(2,077)		864
Less: net gains recognized during the period on equity securities sold during the period	Less: net gains recognized during the period on equity securities sold during the period	50		—		191		6		Less: net gains recognized during the period on equity securities sold during the period	4		112		8		141
Unrealized gains (losses) recognized during the reporting period on equity securities still held at the reporting date	Unrealized gains (losses) recognized during the reporting period on equity securities still held at the reporting date	$	(219)	$	308	$	504	$	(113)	Unrealized gains (losses) recognized during the reporting period on equity securities still held at the reporting date	$	(1,454)	$	436	$	(2,085)	$	723

Available for Sale Securities

The following table summarizes the amortized cost, allowance for credit losses, and fair value of available for sale securities and the corresponding amounts of gross unrealized gains and losses recognized in accumulated other comprehensive income (loss) as of the dates indicated:


		September 30, 2021										December 31, 2020											June 30, 2022										December 31, 2021
		Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Allowance for credit losses		Fair Value		Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Allowance for credit losses		Fair Value			Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Allowance for credit losses		Fair Value		Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Allowance for credit losses		Fair Value
		(Dollars in thousands)																					(Dollars in thousands)
Available for sale securities	Available for sale securities																					Available for sale securities
U.S. government agency securities	U.S. government agency securities	$	217,613	$	1,511	$	(1,779)	$	—	$	217,345	$	22,476	$	1,640	$	—	$	—	$	24,116	U.S. government agency securities	$	231,304	$	—	$	(21,849)	$	—	$	209,455	$	217,393	$	990	$	(2,901)	$	—	$	215,482
U.S. treasury securities	U.S. treasury securities	774,492		—		(4,490)		—		770,002		—		—		—		—		—		U.S. treasury securities	873,748		—		(64,650)		—		809,098		873,467		172		(12,191)		—		861,448
Agency mortgage-backed securities	Agency mortgage-backed securities	294,387		6,120		(3,288)		—		297,219		224,293		9,337		(1)		—		233,629		Agency mortgage-backed securities	409,695		246		(32,151)		—		377,790		364,955		4,512		(5,534)		—		363,933
Agency collateralized mortgage obligations	Agency collateralized mortgage obligations	85,076		1,933		(522)		—		86,487		88,687		3,083		(87)		—		91,683		Agency collateralized mortgage obligations	46,014		13		(1,550)		—		44,477		78,966		1,282		(571)		—		79,677

State, county, and municipal securities	State, county, and municipal securities	276		12		—		—		288		790		17		—		—		807		State, county, and municipal securities	192		5		—		—		197		192		11		—		—		203
Single issuer trust preferred securities issued by banks	Single issuer trust preferred securities issued by banks	489		2		—		—		491		489		—		(1)		—		488		Single issuer trust preferred securities issued by banks	489		—		(21)		—		468		489		2		—		—		491
Pooled trust preferred securities issued by banks and insurers	Pooled trust preferred securities issued by banks and insurers	1,341		—		(331)		—		1,010		1,429		—		(373)		—		1,056		Pooled trust preferred securities issued by banks and insurers	1,200		—		(201)		—		999		1,199		—		(199)		—		1,000
Small business administration pooled securities	Small business administration pooled securities	51,718		2,650		—		—		54,368		57,289		3,792		—		—		61,081		Small business administration pooled securities	64,248		—		(4,783)		—		59,465		47,075		1,839		—		—		48,914
Total available for sale securities	Total available for sale securities	$	1,425,392	$	12,228	$	(10,410)	$	—	$	1,427,210	$	395,453	$	17,869	$	(462)	$	—	$	412,860	Total available for sale securities	$	1,626,890	$	264	$	(125,205)	$	—	$	1,501,949	$	1,583,736	$	8,808	$	(21,396)	$	—	$	1,571,148

~~The Company did not record a provision for estimated credit losses on any available for sale securities during the three and nine months ended September 30, 2021 and 2020.~~ Excluded from the table above is accrued interest on available for sale securities of ~~$3.3 million and $1.2~~$3.0 million as of ~~September~~June 30, ~~2021~~2022 and December 31, ~~2020, respectively,~~2021, which is included within other assets on the consolidated balance sheets. Additionally, the Company did not record any write-offs of accrued interest income on available for sale securities during the three and ~~nine~~six months ended ~~September 30, 2021 and 2020.~~

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June 30, 2022 and 2021. Furthermore, no securities held by the Company were delinquent on contractual payments nor were any securities placed on non-accrual status as of ~~September~~June 30, ~~2021~~2022 and December 31, ~~2020.~~2021.

When securities are sold, the adjusted cost of the specific security sold is used to compute the gain or loss on the sale. The Company had no sales of securities available for sale during the three ~~or nine~~and six months ended ~~September~~June 30, ~~2021~~2022 and ~~2020,~~2021, and therefore no gains or losses were realized during the periods presented.

The following tables show the gross unrealized losses and fair value of the Company’s available for sale securities in an unrealized loss position, and for which the Company has not recorded a provision for credit losses, as of the ~~dated~~dates indicated. These available for sale securities are aggregated by major security type and length of time that individual securities have been in a continuous unrealized loss position:


																June 30, 2022
																	Less than 12 months				12 months or longer				Total
																# of holdings	Fair Value		Unrealized Losses		Fair Value		Unrealized Losses		Fair Value		Unrealized Losses
																(Dollars in thousands)
U.S. government agency securities															U.S. government agency securities	9	$	187,288	$	(19,080)	$	22,167	$	(2,769)	$	209,455	$	(21,849)
U.S. treasury securities															U.S. treasury securities	18	809,098		(64,649)		—		—		809,098		(64,649)
Agency mortgage-backed securities															Agency mortgage-backed securities	109	296,365		(22,055)		58,480		(10,096)		354,845		(32,151)
Agency collateralized mortgage obligations															Agency collateralized mortgage obligations	11	42,918		(1,550)		—		—		42,918		(1,550)

Single issuer trust preferred securities issued by banks and insurers															Single issuer trust preferred securities issued by banks and insurers	1	468		(21)		—		—		468		(21)
Pooled trust preferred securities issued by banks and insurers															Pooled trust preferred securities issued by banks and insurers	1	—		—		999		(201)		999		(201)
Small business administration pooled securities															Small business administration pooled securities	8	59,465		(4,784)		—		—		59,465		(4,784)
Total impaired available for sale securities															Total impaired available for sale securities	157	$	1,395,602	$	(112,139)	$	81,646	$	(13,066)	$	1,477,248	$	(125,205)

		September 30, 2021														December 31, 2021
			Less than 12 months				12 months or longer				Total						Less than 12 months				12 months or longer				Total
		# of holdings	Fair Value		Unrealized Losses		Fair Value		Unrealized Losses		Fair Value		Unrealized Losses			# of holdings	Fair Value		Unrealized Losses		Fair Value		Unrealized Losses		Fair Value		Unrealized Losses
		(Dollars in thousands)														(Dollars in thousands)
U.S. government agency securities	U.S. government agency securities	5	$	138,262	$	(1,779)	$	—	$	—	$	138,262	$	(1,779)	U.S. government agency securities	6	$	160,913	$	(2,901)	$	—	$	—	$	160,913	$	(2,901)
U.S. treasury securities	U.S. treasury securities	16	770,002		(4,490)		—		—		770,002		(4,490)		U.S. treasury securities	17	811,993		(12,191)		—		—		811,993		(12,191)
Agency mortgage-backed securities	Agency mortgage-backed securities	9	131,548		(3,287)		304		(1)		131,852		(3,288)		Agency mortgage-backed securities	12	214,678		(5,534)		—		—		214,678		(5,534)
Agency collateralized mortgage obligations	Agency collateralized mortgage obligations	1	22,994		(522)		—		—		22,994		(522)		Agency collateralized mortgage obligations	1	22,960		(571)		—		—		22,960		(571)

Pooled trust preferred securities issued by banks and insurers	Pooled trust preferred securities issued by banks and insurers	1	—		—		1,010		(331)		1,010		(331)		Pooled trust preferred securities issued by banks and insurers	1	—		—		1,000		(199)		1,000		(199)

Total impaired available for sale securities	Total impaired available for sale securities	32	$	1,062,806	$	(10,078)	$	1,314	$	(332)	$	1,064,120	$	(10,410)	Total impaired available for sale securities	37	$	1,210,544	$	(21,197)	$	1,000	$	(199)	$	1,211,544	$	(21,396)

		December 31, 2020
			Less than 12 months				12 months or longer				Total
		# of holdings	Fair Value		Unrealized Losses		Fair Value		Unrealized Losses		Fair Value		Unrealized Losses
		(Dollars in thousands)

Agency mortgage-backed securities		3	$	437	$	(1)	$	—	$	—	$	437	$	(1)
Agency collateralized mortgage obligations		2	23,323		(87)		—		—		23,323		(87)

Single issuer trust preferred securities issued by banks and insurers		1	488		(1)		—		—		488		(1)
Pooled trust preferred securities issued by banks and insurers		1	—		—		1,056		(373)		1,056		(373)

Total impaired available for sale securities		7	$	24,248	$	(89)	$	1,056	$	(373)	$	25,304	$	(462)

The Company does not intend to sell these investments and has determined, based upon available evidence, that it is more likely than not that the Company will not be required to sell each security before the recovery of its amortized cost basis. In addition, management does not believe that any of the securities are impaired due to reasons of credit quality. As a result, the Company did not recognize a provision for credit losses on these investments during the three and ~~nine~~six months ended ~~September~~June 30, ~~2021~~2022 and ~~2020.~~2021. The Company made this determination by reviewing various qualitative and quantitative factors regarding each investment category, such as current market conditions, extent and nature of changes in fair value, issuer rating changes and trends, volatility of earnings, and current analysts’ evaluations.

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As a result of the Company’s review of these qualitative and quantitative factors, the causes of the impairments listed in the table above by category were as follows at ~~September~~June 30, ~~2021:~~2022:

•U.S. Government Agency Securities, U.S. Treasury Securities, Agency Mortgage-Backed Securities, ~~and~~ Agency Collateralized Mortgage ~~Obligations:~~Obligations and Small Business Administration Pooled Securities: These portfolios have contractual terms that generally do not permit the issuer to settle the securities at a price less than the current par value of the investment. The decline in market value of these securities is attributable to changes in interest rates and not credit quality. Additionally, these securities are implicitly guaranteed by the U.S. Government or one of its agencies.

~~Table~~•Single Issuer Trust Preferred Securities: This portfolio consists of ~~Contents~~one security, which is investment grade. The unrealized loss on this security is attributable to the illiquid nature of the trust preferred market in the current economic environment. Management evaluates various financial metrics for the issuers, including regulatory capital ratios of the issuers.

•Pooled Trust Preferred Securities: This portfolio consists of one below investment grade security which is performing. The unrealized loss on this security is attributable to the illiquid nature of the trust preferred market in the current economic and regulatory environment. Management evaluates collateral credit and instrument structure, including current and expected deferral and default rates and timing. In addition, discount rates are determined by evaluating comparable spreads observed currently in the market for similar instruments.

Held to Maturity Securities

The following table summarizes the amortized cost, fair value and allowance for credit losses of held to maturity securities and the corresponding amounts of gross unrealized gains and losses recognized in accumulated other comprehensive income (loss) as of the dates indicated:


		September 30, 2021										December 31, 2020											June 30, 2022										December 31, 2021
		Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Allowance for credit losses		Fair Value		Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Allowance for credit losses		Fair Value			Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Allowance for credit losses		Fair Value		Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Allowance for credit losses		Fair Value
		(Dollars in thousands)																					(Dollars in thousands)
U.S. government agency securities	U.S. government agency securities	$	33,422	$	—	$	(127)	$	—	$	33,295	$	—	$	—	$	—	$	—	$	—	U.S. government agency securities	$	32,128	$	—	$	(1,828)	$	—	$	30,300	$	32,987	$	—	$	(441)	$	—	$	32,546
U.S. treasury securities	U.S. treasury securities	3,007		17		—		—		3,024		4,017		60		—		—		4,077		U.S. treasury securities	100,595		—		(8,608)		—		91,987		102,560		6		(324)		—		102,242
Agency mortgage-backed securities	Agency mortgage-backed securities	352,483		10,911		(2,781)		—		360,613		356,085		18,036		—		—		374,121		Agency mortgage-backed securities	631,754		90		(47,770)		—		584,074		493,012		8,495		(4,271)		—		497,236
Agency collateralized mortgage obligations	Agency collateralized mortgage obligations	451,151		5,089		(4,202)		—		452,038		335,993		8,466		(340)		—		344,119		Agency collateralized mortgage obligations	577,183		6		(52,195)		—		524,994		415,736		3,232		(10,123)		—		408,845

Single issuer trust preferred securities issued by banks	Single issuer trust preferred securities issued by banks	1,500		8		—		—		1,508		1,500		—		(2)		—		1,498		Single issuer trust preferred securities issued by banks	1,500		8		—		—		1,508		1,500		8		—		—		1,508
Small business administration pooled securities	Small business administration pooled securities	23,686		1,142		—		—		24,828		26,917		1,445		—		—		28,362		Small business administration pooled securities	65,029		251		(978)		—		64,302		21,023		733		—		—		21,756

Total held to maturity securities	Total held to maturity securities	$	865,249	$	17,167	$	(7,110)	$	—	$	875,306	$	724,512	$	28,007	$	(342)	$	—	$	752,177	Total held to maturity securities	$	1,408,189	$	355	$	(111,379)	$	—	$	1,297,165	$	1,066,818	$	12,474	$	(15,159)	$	—	$	1,064,133

~~The~~Substantially all held to maturity securities held by the Company are guaranteed by the U.S. federal government or other government sponsored agencies and have a long history of no credit losses. As a result, management has determined these securities to have a zero loss expectation and therefore the Company did not record a provision for estimated credit losses on any held to maturity securities during the three and ~~nine~~six months ended ~~September~~June 30, ~~2021~~2022 and ~~2020.~~2021. Excluded from the table above is accrued interest on held to maturity securities of ~~$2.2~~$2.9 million and ~~$1.5~~$2.0 million as of ~~September~~June 30, ~~2021~~2022 and December 31, ~~2020,~~2021, respectively, which is included within other assets on the consolidated balance sheets. Additionally, the Company did not record any write-offs of accrued interest income on held to maturity securities during the three and ~~nine~~six months ended ~~September~~June 30, ~~2021~~2022 and ~~2020.~~2021. Furthermore, no securities held by the Company were delinquent on contractual payments nor were any securities placed on non-accrual status as of ~~September~~June 30, ~~2021~~2022 and December 31, ~~2020.~~2021.

When securities are sold, the adjusted cost of the specific security sold is used to compute the gain or loss on the sale. The Company had no sales of held to maturity securities during the three and ~~nine~~six months ended ~~September~~June 30, ~~2021~~2022 and ~~2020,~~2021, and therefore no gains or losses were realized during the periods presented.

The Company monitors the credit quality of held to maturity securities through the use of credit ratings. Credit ratings are monitored by the Company on at least a quarterly basis. As of ~~September~~June 30, ~~2021,~~2022, all held to maturity securities held by the Company were rated investment grade or higher.

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The actual maturities of certain available for sale or held to maturity securities may differ from the contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties. A schedule of the contractual maturities of available for sale and held to maturity securities as of ~~September~~June 30, ~~2021~~2022 is presented below:


		Due in one year or less				Due after one year to five years				Due after five to ten years				Due after ten years				Total					Due in one year or less				Due after one year to five years				Due after five to ten years				Due after ten years				Total
		Amortized Cost		Fair Value		Amortized Cost		Fair Value		Amortized Cost		Fair Value		Amortized Cost		Fair Value		Amortized Cost		Fair Value			Amortized Cost		Fair Value		Amortized Cost		Fair Value		Amortized Cost		Fair Value		Amortized Cost		Fair Value		Amortized Cost		Fair Value
		(Dollars in thousands)																					(Dollars in thousands)
Available for sale securities	Available for sale securities																					Available for sale securities
U.S. government agency securities	U.S. government agency securities	$	10,000	$	10,066	$	31,422	$	31,275	$	176,191	$	176,004	$	—	$	—	$	217,613	$	217,345	U.S. government agency securities	$	—	$	—	$	68,039	$	63,455	$	163,265	$	146,000	$	—	$	—	$	231,304	$	209,455
U.S. treasury securities	U.S. treasury securities	—		—		541,282		538,755		233,210		231,247		—		—		774,492		770,002		U.S. treasury securities	—		—		691,675		644,791		182,073		164,307		—		—		873,748		809,098
Agency mortgage-backed securities	Agency mortgage-backed securities	2,273		2,292		81,194		83,434		88,655		87,152		122,265		124,341		294,387		297,219		Agency mortgage-backed securities	19,719		19,704		79,853		77,570		151,425		136,691		158,698		143,825		409,695		377,790
Agency collateralized mortgage obligations	Agency collateralized mortgage obligations	—		—		—		—		—		—		85,076		86,487		85,076		86,487		Agency collateralized mortgage obligations	—		—		—		—		—		—		46,014		44,477		46,014		44,477

State, county, and municipal securities	State, county, and municipal securities	85		85		—		—		191		203		—		—		276		288		State, county, and municipal securities	—		—		192		197		—		—		—		—		192		197
Single issuer trust preferred securities issued by banks	Single issuer trust preferred securities issued by banks	—		—		—		—		—		—		489		491		489		491		Single issuer trust preferred securities issued by banks	—		—		—		—		—		—		489		468		489		468
Pooled trust preferred securities issued by banks and insurers	Pooled trust preferred securities issued by banks and insurers	—		—		—		—		—		—		1,341		1,010		1,341		1,010		Pooled trust preferred securities issued by banks and insurers	—		—		—		—		—		—		1,200		999		1,200		999
Small business administration pooled securities	Small business administration pooled securities	—		—		—		—		—		—		51,718		54,368		51,718		54,368		Small business administration pooled securities	—		—		—		—		—		—		64,248		59,465		64,248		59,465
Total available for sale securities	Total available for sale securities	$	12,358	$	12,443	$	653,898	$	653,464	$	498,247	$	494,606	$	260,889	$	266,697	$	1,425,392	$	1,427,210	Total available for sale securities	$	19,719	$	19,704	$	839,759	$	786,013	$	496,763	$	446,998	$	270,649	$	249,234	$	1,626,890	$	1,501,949
Held to maturity securities	Held to maturity securities																					Held to maturity securities
U.S. government agency securities	U.S. government agency securities	$	—	$	—	$	33,422	$	33,295	$	—	$	—	$	—	$	—	$	33,422	$	33,295	U.S. government agency securities	$	—	$	—	$	32,128	$	30,300	$	—	$	—	$	—	$	—	$	32,128	$	30,300
U.S. treasury securities	U.S. treasury securities	3,007		3,024		—		—		—		—		—		—		3,007		3,024		U.S. treasury securities	—		—		49,753		45,873		50,842		46,114		—		—		100,595		91,987
Agency mortgage-backed securities	Agency mortgage-backed securities	—		—		3,482		3,677		125,204		125,407		223,797		231,529		352,483		360,613		Agency mortgage-backed securities	—		—		83,789		82,561		388,941		352,477		159,024		149,036		631,754		584,074
Agency collateralized mortgage obligations	Agency collateralized mortgage obligations	—		—		—		—		—		—		451,151		452,038		451,151		452,038		Agency collateralized mortgage obligations	—		—		30,155		29,906		35,635		32,474		511,393		462,614		577,183		524,994

Single issuer trust preferred securities issued by banks	Single issuer trust preferred securities issued by banks	—		—		—		—		1,500		1,508		—		—		1,500		1,508		Single issuer trust preferred securities issued by banks	—		—		—		—		1,500		1,508		—		—		1,500		1,508
Small business administration pooled securities	Small business administration pooled securities	—		—		—		—		—		—		23,686		24,828		23,686		24,828		Small business administration pooled securities	—		—		—		—		—		—		65,029		64,302		65,029		64,302

Total held to maturity securities	Total held to maturity securities	$	3,007	$	3,024	$	36,904	$	36,972	$	126,704	$	126,915	$	698,634	$	708,395	$	865,249	$	875,306	Total held to maturity securities	$	—	$	—	$	195,825	$	188,640	$	476,918	$	432,573	$	735,446	$	675,952	$	1,408,189	$	1,297,165
Total	Total	$	15,365	$	15,467	$	690,802	$	690,436	$	624,951	$	621,521	$	959,523	$	975,092	$	2,290,641	$	2,302,516	Total	$	19,719	$	19,704	$	1,035,584	$	974,653	$	973,681	$	879,571	$	1,006,095	$	925,186	$	3,035,079	$	2,799,114

Included in the table above are ~~$3.2~~$25.8 million of callable securities at ~~September~~June 30, ~~2021.~~2022.

The carrying value of securities pledged to secure public funds, trust deposits, and for other purposes, as required or permitted by law, was ~~$678.4~~$876.4 million and ~~$419.6~~$740.6 million at ~~September~~June 30, ~~2021~~2022 and December 31, ~~2020,~~2021, respectively.

At ~~September~~June 30, ~~2021~~2022 and December 31, ~~2020,~~2021, the Company had no investments in obligations of individual states, counties, or municipalities which exceeded 10% of consolidated stockholders’ equity.

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NOTE 4 - LOANS, ALLOWANCE FOR CREDIT LOSSES AND CREDIT QUALITY

Loans Held for Investment and Allowance for Credit Losses

The following table summarizes the change in allowance for credit losses by loan category, and bifurcates the amount of loans allocated to each loan category for the period indicated:


	Three Months Ended June 30, 2022
	(Dollars in thousands)
	Commercial and Industrial		Commercial Real Estate		Commercial Construction		Small Business		Residential Real Estate		Home Equity		Other Consumer		Total
Allowance for credit losses
Beginning balance	$	14,169	$	84,436	$	11,867	$	3,159	$	18,388	$	11,750	$	749	$	144,518


Charge-offs	—		—		—		(11)		—		(98)		(435)		(544)
Recoveries	29		—		—		33		—		14		269		345
(Release of) provision for credit losses	(91)		(980)		(157)		(397)		1,362		74		189		—
Ending balance (1)	$	14,107	$	83,456	$	11,710	$	2,784	$	19,750	$	11,740	$	772	$	144,319

	Three Months Ended June 30, 2021
	(Dollars in thousands)
	Commercial and Industrial		Commercial Real Estate		Commercial Construction		Small Business		Residential Real Estate		Home Equity		Other Consumer		Total
Allowance for credit losses
Beginning balance	$	20,207	$	44,348	$	5,268	$	3,621	$	12,956	$	20,716	$	433	$	107,549
Charge-offs	(142)		—		—		(35)		—		(69)		(235)		(481)
Recoveries	35		—		—		4		—		45		205		289
(Release of) provision for credit losses	(3,068)		(23)		(403)		22		(942)		(605)		19		(5,000)
Ending balance (1)	$	17,032	$	44,325	$	4,865	$	3,612	$	12,014	$	20,087	$	422	$	102,357

	Six Months Ended June 30, 2022
	(Dollars in thousands)
	Commercial and Industrial		Commercial Real Estate		Commercial Construction		Small Business		Residential Real Estate		Home Equity		Other Consumer		Total
Allowance for credit losses
Beginning balance	$	14,402	$	83,486	$	12,316	$	3,508	$	14,484	$	17,986	$	740	$	146,922
Charge-offs	—		—		—		(59)		—		(122)		(1,069)		(1,250)
Recoveries	42		3		—		59		—		40		503		647
(Release of) provision for credit losses	(337)		(33)		(606)		(724)		5,266		(6,164)		598		(2,000)
Ending balance (1)	$	14,107	$	83,456	$	11,710	$	2,784	$	19,750	$	11,740	$	772	$	144,319

	Six Months Ended June 30, 2021
	(Dollars in thousands)
	Commercial and Industrial		Commercial Real Estate		Commercial Construction		Small Business		Residential Real Estate		Home Equity		Other Consumer		Total
Allowance for credit losses
Beginning balance	$	21,086	$	45,009	$	5,397	$	5,095	$	14,275	$	22,060	$	470	$	113,392


Charge-offs	(3,473)		—		—		(101)		—		(69)		(524)		(4,167)
Recoveries	99		57		—		15		1		58		402		632
(Release of) provision for credit losses	(680)		(741)		(532)		(1,397)		(2,262)		(1,962)		74		(7,500)
Ending balance (1)	$	17,032	$	44,325	$	4,865	$	3,612	$	12,014	$	20,087	$	422	$	102,357

Table of ~~Contents~~

Three Months Ended September 30, 2021
(Dollars in thousands)
Commercial and
Industrial Commercial
Real Estate Commercial
Construction Small
Business Residential
Real Estate
Home Equity Other Consumer Total
Allowance for credit losses
Beginning balance $ 17,032 $ 44,325 $ 4,865 $ 3,612 $ 12,014 $ 20,087 $ 422 $ 102,357
Charge-offs (1) — — (83) — — (248) (332)
Recoveries 1 — — 50 — 49 121 221
Provision for credit loss expense (1,018) (6,527) (397) 88 (967) (1,268) 89 (10,000)
Ending balance (1) $ 16,014 $ 37,798 $ 4,468 $ 3,667 $ 11,047 $ 18,868 $ 384 $ 92,246
Three Months Ended September 30, 2020
(Dollars in thousands)
Commercial and
Industrial Commercial
Real Estate Commercial
Construction Small
Business Residential
Real Estate Home Equity Other Consumer Total
Allowance for credit losses
Beginning balance $ 25,662 $ 36,956 $ 4,501 $ 4,561 $ 15,046 $ 24,860 $ 590 $ 112,176
Charge-offs (185) (3,885) — (49) — — (185) (4,304)
Recoveries 1 9 — 2 1 21 219 253
Provision for credit loss expense 2,741 6,306 709 79 (884) (1,309) (142) 7,500
Ending balance (1) $ 28,219 $ 39,386 $ 5,210 $ 4,593 $ 14,163 $ 23,572 $ 482 $ 115,625
Nine Months Ended September 30, 2021
(Dollars in thousands)
Commercial and
Industrial Commercial
Real Estate Commercial
Construction Small
Business Residential
Real Estate Home Equity Other Consumer Total
Allowance for credit losses
Beginning balance $ 21,086 $ 45,009 $ 5,397 $ 5,095 $ 14,275 $ 22,060 $ 470 $ 113,392
Charge-offs (3,474) — — (184) — (69) (772) (4,499)
Recoveries 100 57 — 65 1 107 523 853
Provision for credit loss expense (1,698) (7,268) (929) (1,309) (3,229) (3,230) 163 (17,500)
Ending balance (1) $ 16,014 $ 37,798 $ 4,468 $ 3,667 $ 11,047 $ 18,868 $ 384 $ 92,246
Nine Months Ended September 30, 2020
(Dollars in thousands)
Commercial and
Industrial Commercial
Real Estate Commercial
Construction Small
Business Residential
Real Estate
Home Equity Other Consumer Total
Allowance for credit losses
Beginning balance, pre adoption of ASU 2016-13 $ 17,594 $ 32,935 $ 6,053 $ 1,746 $ 3,440 $ 5,576 $ 396 $ 67,740
Cumulative effect accounting adjustment (2) (1,984) (13,048) (3,652) 495 9,828 7,012 212 (1,137)
Cumulative effect accounting adjustment (3) 49 337 — — 423 319 29 1,157
Charge-offs (185) (3,885) — (194) — (142) (1,342) (5,748)
Recoveries 47 9 — 8 2 174 873 1,113
Provision for credit loss expense 12,698 23,038 2,809 2,538 470 10,633 314 52,500
Ending balance (1) $ 28,219 $ 39,386 $ 5,210 $ 4,593 $ 14,163 $ 23,572 $ 482 $ 115,625

~~Table of~~ Contents

(1)Balances of accrued interest receivable excluded from amortized cost and the calculation of allowance for credit losses amounted to ~~$29.1~~$39.0 million and ~~$36.7~~$29.9 million as of ~~September~~June 30, 2022 and June 30, 2021, ~~and September 30, 2020,~~ respectively.

~~(2)~~Represents adjustment needed to reflect the cumulative day one impact pursuant to the Company's adoption of Accounting Standards Update 2016-13. The adjustment represents a $1.1 million decrease to the allowance attributable to the change in accounting methodology for estimating the allowance for credit losses resulting from the Company's adoption of the standard.

~~(3)~~Represents adjustment needed to reflect the day one reclassification of the Company's PCI loan balances to PCD and the associated gross-up, pursuant to the Company's adoption of Accounting Standards Update 2016-13. The adjustment represents a $1.2 million increase to the allowance resulting from the day one reclassification.

The balance of allowance for credit losses of ~~$92.2~~$144.3 million as of ~~September~~June 30, ~~2021~~2022 represents a decrease of ~~$10.1~~$2.6 million, or ~~9.9%~~1.8%, compared to ~~June 30,~~December 31, 2021. The decrease in the allowance was primarily driven by a release of the provision for credit losses of ~~$10.0~~$2.0 million recorded during the first quarter of 2022, reflecting ~~improvements in expected overall macro-economic forecast assumptions~~a stabilized credit quality environment and continued strong asset quality metrics ~~along with lower~~and attrition experienced during the second quarter of 2022, which were offset by increased reserves on individually evaluated loans and net loan ~~levels.~~ ~~While management is unable to know with certainty~~growth, resulting in a zero provision recorded for the direct, indirect, and future impacts of the COVID-19 pandemic, it is expected that the pandemic could have a significant adverse impact on future losses across a broad range of loan segments. As such, the allowance for credit losses at ~~September~~three months ended June 30, ~~2021~~ continues to reflect increased reserve allocations to loan segments that are considered to have elevated loss exposure associated with the COVID-19 pandemic, in addition to other economic uncertainties, including labor and supply shortages, as well as inflationary factors. These loan segments primarily include commercial relationships within industries that have been subject to mandated closures and capacity limits that have impeded and could potentially impede the borrowers’ ability to make loan payments, including loans in the following industry sections: Accommodations, Food Services, Retail Trade, Other Services (excluding Public Administration), and Arts, Entertainment and Recreation. In addition to these industry exposures, additional risk of loss was attributable to non-owner occupied real estate borrowers with significant retail tenant exposure, as well as home equity loans within a junior lien position. Leveraging actual historical loss given default (LGD) rates combined with stressing of assumptions over probability of default rates over these higher risk segments, qualitative adjustments were made to the initially model-driven calculated loss reserves.2022.

For the purpose of estimating the allowance for credit losses, management segregated the loan portfolio into the portfolio segments detailed in the above tables. Each of these loan categories possesses unique risk characteristics that are considered when determining the appropriate level of allowance for each segment. Some of the characteristics unique to each loan category include:

Commercial Portfolio

•Commercial and Industrial: Loans in this category consist of revolving and term loan obligations extended to business and corporate enterprises for the purpose of financing working capital and/or capital investment. Collateral generally consists of pledges of business assets including, but not limited to: accounts receivable, inventory, plant and equipment, or real estate, if applicable. Repayment sources consist of primarily, operating cash flow, and secondarily, liquidation of assets.

•Commercial Real Estate: Loans in this category consist of mortgage loans to finance investment in real property such as multi-family residential, commercial/retail, office, industrial, hotels, educational and healthcare facilities and other specific use properties. Loans are typically written with amortizing payment structures. Collateral values are determined based upon third party appraisals and evaluations. Loan to value ratios at origination are governed by established policy and regulatory guidelines. Repayment sources consist of, primarily, cash flow from operating leases and rents and, secondarily, liquidation of assets.

•Commercial Construction: Loans in this category consist of short-term construction loans, revolving and nonrevolving credit lines and construction/permanent loans to finance the acquisition, development and construction or rehabilitation of real property. Project types include residential land development, ~~1-4~~one-to-four family, condominium, and multi-family home construction, commercial/retail, office, industrial, hotels, educational and healthcare facilities and other specific use properties. Loans may be written with nonamortizing or hybrid payment structures depending upon the type of project. Collateral values are determined based upon third party appraisals and evaluations. Loan to value ratios at origination are governed by established policy and regulatory guidelines. Repayment sources vary depending upon the type of project and may consist of sale or lease of units, operating cash flows or liquidation of other assets.

•Small Business: Loans in this category consist of revolving, term loan and mortgage obligations extended to sole proprietors and small businesses for purposes of financing working capital and/or capital investment. Collateral generally consists of pledges of business assets including, but not limited to, accounts receivable, inventory, plant and equipment, or real estate if applicable. Repayment sources consist primarily of operating cash flows and, secondarily, liquidation of assets.

For the commercial portfolio it is the Company’s policy to obtain personal guarantees for payment from individuals holding material ownership interests in the borrowing entities.

~~Table of~~ ~~Contents~~

Consumer Portfolio

•Residential Real Estate: Residential mortgage loans held in the Company’s portfolio are made to borrowers who demonstrate the ability to make scheduled payments with full consideration to underwriting factors such as current and expected income, employment status, current assets, other financial resources, credit history and the value of the collateral. Collateral consists of mortgage liens on ~~1-4~~one-to-four family residential properties. Residential mortgage loans also include loans to construct owner-occupied ~~1-4~~one-to-four family residential properties.

•Home Equity: Home equity loans and credit lines are made to qualified individuals and are primarily secured by senior or junior mortgage liens on owner-occupied ~~1-4~~one-to-four family homes, condominiums or vacation homes. Each home equity loan has a fixed rate and is billed in equal payments comprised of principal and interest. The majority of home equity lines of credit have a variable rate and are billed in interest-only payments during the draw period. At the end of the draw period, the home equity line of credit is billed as a percentage of the then outstanding principal balance plus all accrued interest over a predetermined repayment period, as set forth in the note. Additionally, the Company has the option of renewing each line of credit for additional draw periods. Borrower qualifications include favorable credit history combined with supportive income requirements and combined loan to value ratios within established policy guidelines.

Table of Contents

•Other Consumer: Other consumer loan products include personal lines of credit and amortizing loans made to qualified individuals for various purposes such as ~~education,~~ debt consolidation, personal expenses or overdraft protection. Borrower qualifications include favorable credit history combined with supportive income and collateral requirements within established policy guidelines. These loans may be secured or unsecured.

Credit Quality

The Company continually monitors the asset quality of the loan portfolio using all available information. Based on this information, loans demonstrating certain payment issues or other weaknesses may be categorized as adversely risk-rated, delinquent, nonperforming and/or put on nonaccrual status. Additionally, in the course of resolving such loans, the Company may choose to restructure the contractual terms of certain loans to match the borrower’s ability to repay the loan based on their current financial condition.

The Company reviews numerous credit quality indicators when assessing the risk in its loan portfolio. For the commercial portfolio, the Company utilizes a 10-point credit risk-rating system, which assigns a risk-grade to each loan obligation based on a number of quantitative and qualitative factors associated with a commercial or small business loan transaction. Factors considered include industry and market conditions, position within the industry, earnings trends, operating cash flow, asset/liability values, debt capacity, guarantor strength, management and controls, financial reporting, collateral, and other considerations. The risk-rating categories for the commercial portfolio are defined as follows:

•Pass: Risk-rating “1” through “6” comprises of loans ranging from ‘Substantially Risk Free’ which indicates borrowers are of unquestioned credit standing and the pinnacle of credit quality, well established companies with a very strong financial condition, and loans fully secured by cash collateral, through ‘Acceptable Risk’, which indicates borrowers may exhibit declining earnings, strained cash flow, increasing or above average leverage and/or weakening market fundamentals that indicate below average asset quality, margins and market share. Collateral coverage is protective.

•Potential Weakness: Borrowers exhibit potential credit weaknesses or downward trends deserving management’s close attention. If not checked or corrected, these trends will weaken the Company’s asset and position. While potentially weak, currently these borrowers are marginally acceptable; no loss of principal or interest is envisioned.

•Definite Weakness Loss Unlikely: Borrowers exhibit well defined weaknesses that jeopardize the orderly liquidation of debt. Loans may be inadequately protected by the current net worth and paying capacity of the obligor or by the collateral pledged, if any. Normal repayment from the borrower is in jeopardy, although no loss of principal is envisioned. However, there is a distinct possibility that a partial loss of interest and/or principal will occur if the deficiencies are not corrected. Collateral coverage may be inadequate to cover the principal obligation.

•Partial Loss Probable: Borrowers exhibit well defined weaknesses that jeopardize the orderly liquidation of debt with the added provision that the weaknesses make collection of the debt in full, on the basis of currently existing facts, conditions, and values, highly questionable and improbable. Serious problems exist to the point where partial loss of principal is likely.

~~Table of~~ ~~Contents~~

•Definite Loss: Borrowers deemed incapable of repayment. Loans to such borrowers are considered uncollectible and of such little value that continuation as active assets of the Company is not warranted.

The Company utilizes a comprehensive, continuous strategy for evaluating and monitoring commercial credit quality. Initially, credit quality is determined at loan origination and is re-evaluated when subsequent actions, such as renewals, modifications or reviews, occur. Actively managed commercial borrowers are required to provide updated financial information at least annually which is carefully evaluated for any changes in credit quality. Larger loan relationships are subject to a full annual credit review by experienced credit professionals, while continuous portfolio monitoring techniques are employed to evaluate changes in credit quality for smaller loan relationships. Any changes in credit quality are reflected in risk-rating changes. Additionally, the Company retains an independent loan review firm to evaluate the credit quality of the commercial loan portfolio. The independent loan review process achieves significant penetration into the commercial loan portfolio and reports the results of these reviews to the Audit Committee of the Board of Directors on a quarterly basis. Commercial loan modifications granted by the Company allowing payment deferrals for qualifying borrowers in accordance with the Coronavirus Aid, Relief and Economic Security ~~Act~~Act ("CARES Act") were assessed for potential downgrades of risk ratings.

For the Company’s consumer portfolio, the quality of the loan is best indicated by the repayment performance of an individual borrower. As a result, for this portfolio the Company utilizes a pass/default risk-rating system, based on an age

Table of Contents

analysis (i.e., days past due) associated with each consumer loan. Under this structure, consumer loans less than 90 days past due are assigned a "pass" rating, while any consumer loans 90 days or more past due are assigned a "default" rating. ~~Consumer loan modifications granted by the Company allowing payment deferrals for qualifying borrowers in accordance with the CARES Act were not categorized as delinquent loans.~~

The following table details the amortized cost balances of the Company's loan portfolios, presented by credit quality indicator and origination year as of the dates indicated below:

~~Table of~~ ~~Contents~~

September 30, 2021
2021 2020 2019 2018 2017 Prior Revolving Loans Revolving converted to Term Total (1)
(Dollars in thousands)
Commercial and
industrial
Pass (2) $ 590,532 $ 185,706 $ 97,095 $ 74,381 $ 15,175 $ 16,731 $ 605,718 $ 66 $ 1,585,404
Potential weakness 1,338 9,035 3,286 1,672 980 1,632 10,262 — 28,205
Definite weakness - loss unlikely 16,597 332 793 1,034 2,678 214 5,452 — 27,100
Partial loss probable — — — — — — — — —
Definite loss — — — — — — — — —
Total commercial and industrial $ 608,467 $ 195,073 $ 101,174 $ 77,087 $ 18,833 $ 18,577 $ 621,432 $ 66 $ 1,640,709
Commercial real estate
Pass $ 699,565 $ 1,019,453 $ 606,645 $ 347,874 $ 442,306 $ 794,263 $ 17,068 $ — $ 3,927,174
Potential weakness 22,106 29,091 51,976 14,628 21,350 82,655 13,615 — 235,421
Definite weakness - loss unlikely 9,331 16,336 3,399 13,657 9,762 6,179 — — 58,664
Partial loss probable — — — — — — — — —
Definite loss — — — — — — — — —
Total commercial real estate $ 731,002 $ 1,064,880 $ 662,020 $ 376,159 $ 473,418 $ 883,097 $ 30,683 $ — $ 4,221,259
Commercial construction
Pass $ 127,945 $ 216,573 $ 82,559 $ 22,851 $ 22,873 $ 6,505 $ 16,424 $ 2,134 $ 497,864
Potential weakness — 12,991 — — — — — — 12,991
Definite weakness - loss unlikely — 4,560 — — — — — — 4,560
Partial loss probable — — — — — — — — —
Definite loss — — — — — — — — —
Total commercial construction $ 127,945 $ 234,124 $ 82,559 $ 22,851 $ 22,873 $ 6,505 $ 16,424 $ 2,134 $ 515,415
Small business
Pass $ 40,736 $ 38,804 $ 22,075 $ 14,241 $ 10,675 $ 21,809 $ 32,679 $ — $ 181,019
Potential weakness 14 — 383 200 5 174 627 — 1,403
Definite weakness - loss unlikely 138 637 41 26 10 284 580 — 1,716
Partial loss probable — — — — — — — — —
Definite loss — — — — — — — — —
Total small business $ 40,888 $ 39,441 $ 22,499 $ 14,467 $ 10,690 $ 22,267 $ 33,886 $ — $ 184,138
Residential real estate
Pass $ 277,949 $ 184,974 $ 92,723 $ 97,915 $ 102,581 $ 463,397 $ — $ — $ 1,219,539
Default — 123 — 1,024 — 2,163 — — 3,310
Total residential real estate $ 277,949 $ 185,097 $ 92,723 $ 98,939 $ 102,581 $ 465,560 $ — $ — $ 1,222,849
Home equity
Pass $ 58,897 $ 68,629 $ 42,083 $ 37,644 $ 41,792 $ 117,488 $ 628,575 $ 3,575 $ 998,683
Default — — — — — 33 1,717 35 1,785
Total home equity $ 58,897 $ 68,629 $ 42,083 $ 37,644 $ 41,792 $ 117,521 $ 630,292 $ 3,610 $ 1,000,468
Other consumer
Pass $ 307 $ 347 $ 244 $ 78 $ 500 $ 5,338 $ 16,359 $ — $ 23,173
Default — — — — — — 2 — 2
Total other consumer $ 307 $ 347 $ 244 $ 78 $ 500 $ 5,338 $ 16,361 $ — $ 23,175
Total $ 1,845,455 $ 1,787,591 $ 1,003,302 $ 627,225 $ 670,687 $ 1,518,865 $ 1,349,078 $ 5,810 $ 8,808,013

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		September 30, 2020																			June 30, 2022
		2020		2019		2018		2017		2016		Prior		Revolving Loans		Revolving converted to Term		Total (1)			2022		2021		2020		2019		2018		Prior		Revolving Loans		Revolving converted to Term		Total (1)
		(Dollars in thousands)																			(Dollars in thousands)
Commercial and industrial	Commercial and industrial																			Commercial and industrial
Pass (2)	Pass (2)	$	1,012,974	$	153,137	$	107,318	$	34,826	$	23,065	$	22,334	$	601,937	$	2,577	$	1,958,168	Pass (2)	$	220,435	$	188,007	$	136,331	$	79,699	$	98,598	$	26,321	$	751,261	$	—	$	1,500,652
Potential weakness	Potential weakness	2,560		2,302		7,833		4,573		1,219		318		15,248		50		34,103		Potential weakness	221		1,022		1,054		872		84		1,017		4,229		—		8,499
Definite weakness - loss unlikely	Definite weakness - loss unlikely	2,732		1,553		22,748		5,500		2,483		1,419		33,496		—		69,931		Definite weakness - loss unlikely	354		1,283		—		44		407		2,645		27,162		—		31,895
Partial loss probable	Partial loss probable	—		—		—		—		—		143		—		—		143		Partial loss probable	—		—		—		—		—		—		—		—		—
Definite loss	Definite loss	—		—		—		—		—		—		—		—		—		Definite loss	—		—		—		—		—		—		—		—		—
Total commercial and industrial	Total commercial and industrial	$	1,018,266	$	156,992	$	137,899	$	44,899	$	26,767	$	24,214	$	650,681	$	2,627	$	2,062,345	Total commercial and industrial	$	221,010	$	190,312	$	137,385	$	80,615	$	99,089	$	29,983	$	782,652	$	—	$	1,541,046

Commercial real estate	Commercial real estate																			Commercial real estate
Pass	Pass	$	753,415	$	859,548	$	512,371	$	587,345	$	399,442	$	751,629	$	39,998	$	16,341	$	3,920,089	Pass	$	543,108	$	1,488,142	$	1,306,131	$	874,026	$	781,208	$	2,122,989	$	131,883	$	516	$	7,248,003
Potential weakness	Potential weakness	20,639		15,957		20,313		7,941		27,253		47,875		—		—		139,978		Potential weakness	40,003		63,294		53,347		5,996		68,671		197,553		13,620		2,578		445,062
Definite weakness - loss unlikely	Definite weakness - loss unlikely	4,261		2,265		10,092		21,081		2,170		6,605		—		—		46,474		Definite weakness - loss unlikely	1,113		8,181		4,263		2,904		14,822		67,409		—		—		98,692
Partial loss probable	Partial loss probable	—		—		18,923		—		—		—		—		—		18,923		Partial loss probable	—		—		—		—		—		—		—		—		—
Definite loss	Definite loss	—		—		—		—		—		—		—		—		—		Definite loss	—		—		—		—		—		—		—		—		—
Total commercial real estate	Total commercial real estate	$	778,315	$	877,770	$	561,699	$	616,367	$	428,865	$	806,109	$	39,998	$	16,341	$	4,125,464	Total commercial real estate	$	584,224	$	1,559,617	$	1,363,741	$	882,926	$	864,701	$	2,387,951	$	145,503	$	3,094	$	7,791,757

Commercial construction	Commercial construction																			Commercial construction
Pass	Pass	$	182,291	$	196,420	$	73,298	$	66,406	$	—	$	6,750	$	31,372	$	1,077	$	557,614	Pass	$	362,544	$	369,399	$	269,581	$	65,520	$	28,097	$	11,420	$	33,583	$	3	$	1,140,147
Potential weakness	Potential weakness	—		9,352		5,037		—		—		—		328		—		14,717		Potential weakness	13,054		—		3,319		—		—		21,304		—		—		37,677
Definite weakness - loss unlikely	Definite weakness - loss unlikely	—		—		1,003		—		—		—		—		—		1,003		Definite weakness - loss unlikely	—		16,753		—		—		—		—		—		—		16,753
Partial loss probable	Partial loss probable	—		—		—		—		—		—		—		—		—		Partial loss probable	—		—		—		—		—		—		—		—		—
Definite loss	Definite loss	—		—		—		—		—		—		—		—		—		Definite loss	—		—		—		—		—		—		—		—		—
Total commercial construction	Total commercial construction	$	182,291	$	205,772	$	79,338	$	66,406	$	—	$	6,750	$	31,700	$	1,077	$	573,334	Total commercial construction	$	375,598	$	386,152	$	272,900	$	65,520	$	28,097	$	32,724	$	33,583	$	3	$	1,194,577

Small business	Small business																			Small business
Pass	Pass	$	27,457	$	28,766	$	20,806	$	14,627	$	14,528	$	22,644	$	34,569	$	—	$	163,397	Pass	$	30,065	$	48,840	$	33,910	$	18,528	$	10,999	$	22,481	$	37,755	$	—	$	202,578
Potential weakness	Potential weakness	—		10		16		10		755		232		736		—		1,759		Potential weakness	—		173		415		373		195		141		707		—		2,004
Definite weakness - loss unlikely	Definite weakness - loss unlikely	184		408		78		170		98		723		786		—		2,447		Definite weakness - loss unlikely	103		—		551		13		4		230		470		—		1,371
Partial loss probable	Partial loss probable	—		—		—		—		—		—		29		—		29		Partial loss probable	—		—		—		—		—		—		—		—		—
Definite loss	Definite loss	—		—		—		—		—		—		—		—		—		Definite loss	—		—		—		—		—		—		—		—		—
Total small business	Total small business	$	27,641	$	29,184	$	20,900	$	14,807	$	15,381	$	23,599	$	36,120	$	—	$	167,632	Total small business	$	30,168	$	49,013	$	34,876	$	18,914	$	11,198	$	22,852	$	38,932	$	—	$	205,953

Residential real estate	Residential real estate																			Residential real estate
Pass	Pass	$	131,691	$	167,901	$	187,194	$	168,048	$	241,638	$	449,219	$	—	$	—	$	1,345,691	Pass	$	396,321	$	432,105	$	200,912	$	99,019	$	102,471	$	610,183	$	—	$	—	$	1,841,011
Default	Default	728		—		760		235		167		4,724		—		—		6,614		Default	—		—		123		—		974		1,949		—		—		3,046

Total residential real estate	Total residential real estate	$	132,419	$	167,901	$	187,954	$	168,283	$	241,805	$	453,943	$	—	$	—	$	1,352,305	Total residential real estate	$	396,321	$	432,105	$	201,035	$	99,019	$	103,445	$	612,132	$	—	$	—	$	1,844,057

Home equity	Home equity																			Home equity
Pass	Pass	$	60,274	$	66,238	$	59,534	$	59,387	$	44,817	$	122,397	$	681,784	$	4,057	$	1,098,488	Pass	$	28,727	$	63,208	$	58,488	$	33,501	$	30,145	$	130,197	$	717,115	$	2,559	$	1,063,940
Default	Default	—		—		—		—		—		455		2,044		67		2,566		Default	—		—		—		122		—		292		1,156		—		1,570

Total home equity	Total home equity	$	60,274	$	66,238	$	59,534	$	59,387	$	44,817	$	122,852	$	683,828	$	4,124	$	1,101,054	Total home equity	$	28,727	$	63,208	$	58,488	$	33,623	$	30,145	$	130,489	$	718,271	$	2,559	$	1,065,510

Other consumer	Other consumer																			Other consumer
Pass	Pass	$	679	$	450	$	209	$	739	$	696	$	7,737	$	12,493	$	—	$	23,003	Pass	$	379	$	2,862	$	2,317	$	1,671	$	576	$	4,350	$	20,697	$	—	$	32,852
Default	Default	—		—		—		20		—		34		2		—		56		Default	—		—		—		—		—		12		—		—		12

Total other consumer	Total other consumer	$	679	$	450	$	209	$	759	$	696	$	7,771	$	12,495	$	—	$	23,059	Total other consumer	$	379	$	2,862	$	2,317	$	1,671	$	576	$	4,362	$	20,697	$	—	$	32,864

Total																				Total	$	1,636,427	$	2,683,269	$	2,070,742	$	1,182,288	$	1,137,251	$	3,220,493	$	1,739,638	$	5,656	$	13,675,764

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~~Total $ 2,199,885 $ 1,504,307 $ 1,047,533 $ 970,908 $ 758,331 $ 1,445,238 $ 1,454,822 $ 24,169 $ 9,405,193~~


	June 30, 2021
	2021		2020		2019		2018		2017		Prior		Revolving Loans		Revolving converted to Term		Total (1)
	(Dollars in thousands)
Commercial and industrial
Pass (2)	$	552,640	$	296,008	$	113,698	$	83,243	$	18,357	$	20,908	$	577,872	$	—	$	1,662,726
Potential weakness	4,726		11,553		3,292		1,772		1,141		2,531		8,596		—		33,611
Definite weakness - loss unlikely	18,026		338		1,023		1,105		2,714		244		6,711		—		30,161
Partial loss probable	—		—		—		—		—		—		—		—		—
Definite loss	—		—		—		—		—		—		—		—		—
Total commercial and industrial	$	575,392	$	307,899	$	118,013	$	86,120	$	22,212	$	23,683	$	593,179	$	—	$	1,726,498

Commercial real estate
Pass	$	489,652	$	1,029,017	$	679,780	$	373,916	$	496,399	$	862,508	$	15,370	$	—	$	3,946,642
Potential weakness	15,416		29,480		54,436		32,476		18,923		86,135		13,614		—		250,480
Definite weakness - loss unlikely	9,505		22,090		3,665		2,210		9,874		7,077		—		—		54,421
Partial loss probable	—		—		—		—		—		—		—		—		—
Definite loss	—		—		—		—		—		—		—		—		—
Total commercial real estate	$	514,573	$	1,080,587	$	737,881	$	408,602	$	525,196	$	955,720	$	28,984	$	—	$	4,251,543

Commercial construction
Pass	$	63,620	$	235,629	$	107,190	$	24,374	$	22,951	$	6,568	$	16,232	$	1,998	$	478,562
Potential weakness	—		17,560		—		—		—		—		417		—		17,977
Definite weakness - loss unlikely	—		—		—		—		—		—		—		—		—
Partial loss probable	—		—		—		—		—		—		—		—		—
Definite loss	—		—		—		—		—		—		—		—		—
Total commercial construction	$	63,620	$	253,189	$	107,190	$	24,374	$	22,951	$	6,568	$	16,649	$	1,998	$	496,539

Small business
Pass	$	29,131	$	40,220	$	23,870	$	16,104	$	11,712	$	25,050	$	33,588	$	—	$	179,675
Potential weakness	15		—		386		202		8		188		655		—		1,454
Definite weakness - loss unlikely	—		657		44		45		11		289		688		—		1,734
Partial loss probable	—		—		—		—		—		—		—		—		—
Definite loss	—		—		—		—		—		—		—		—		—
Total small business	$	29,146	$	40,877	$	24,300	$	16,351	$	11,731	$	25,527	$	34,931	$	—	$	182,863

Residential real estate
Pass	$	214,476	$	201,684	$	103,045	$	109,323	$	111,755	$	496,981	$	—	$	—	$	1,237,264
Default	—		—		—		414		—		2,601		—		—		3,015

Total residential real estate	$	214,476	$	201,684	$	103,045	$	109,737	$	111,755	$	499,582	$	—	$	—	$	1,240,279

Home equity
Pass	$	46,378	$	72,942	$	45,918	$	41,749	$	45,468	$	127,241	$	633,065	$	3,962	$	1,016,723
Default	—		—		—		—		—		34		1,651		—		1,685

Total home equity	$	46,378	$	72,942	$	45,918	$	41,749	$	45,468	$	127,275	$	634,716	$	3,962	$	1,018,408

Other consumer
Pass	$	281	$	400	$	304	$	108	$	571	$	6,179	$	15,015	$	—	$	22,858
Default	—		—		—		—		—		—		—		—		—

Total other consumer	$	281	$	400	$	304	$	108	$	571	$	6,179	$	15,015	$	—	$	22,858

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Total	$	1,443,866	$	1,957,578	$	1,136,651	$	687,041	$	739,884	$	1,644,534	$	1,323,474	$	5,960	$	8,938,988

(1)Loan origination dates in the tables above reflect the original origination date, or the date of a material modification of a previously originated loan.

(2)Loans originated as part of the Paycheck Protection Program ("PPP") established by the CARES Act are included within commercial and industrial under the 2021 and 2020 vintage year and "pass" category as these loans are 100% guaranteed by the U.S. Government. Outstanding PPP loans totaled ~~$383.6~~$30.6 million and $482.7 million as of ~~September~~June 30, ~~2021, including $16.3 million and $367.3 million originated in 2020~~2022 and 2021, ~~respectively, while outstanding PPP loans as of September 30, 2020 totaled $811.7 million.~~respectively.

For the Company’s consumer portfolio, the quality of the loan is best indicated by the repayment performance of an individual borrower. However, the Company does supplement performance data with current Fair Isaac Corporation (“FICO”) scores and Loan to Value (“LTV”) estimates. Current FICO data is purchased and appended to all consumer loans on a regular basis. In addition, automated valuation services and broker opinions of value are used to supplement original value data for the residential real estate and home equity portfolios, periodically. The following table shows the weighted average FICO scores and the weighted average combined LTV ratios at the dates indicated below:


		September 30 2021		December 31 2020			June 30 2022		December 31 2021
Residential real estate portfolio	Residential real estate portfolio					Residential real estate portfolio
FICO score (re-scored)(1)	FICO score (re-scored)(1)	750		749		FICO score (re-scored)(1)	752		749
LTV (re-valued)(2)	LTV (re-valued)(2)	55.4	%	57.4	%	LTV (re-valued)(2)	55.2	%	54.4	%
Home equity portfolio	Home equity portfolio					Home equity portfolio
FICO score (re-scored)(1)	FICO score (re-scored)(1)	773		771		FICO score (re-scored)(1)	771		772
LTV (re-valued)(2)(3)	LTV (re-valued)(2)(3)	43.3	%	46.0	%	LTV (re-valued)(2)(3)	41.4	%	42.4	%

(1)The average FICO scores at ~~September~~June 30, ~~2021~~2022 are based upon rescores from ~~September~~June 2022, as available for previously originated loans, or origination score data for loans booked in June 2022. The average FICO scores at December 31, 2021 were based upon rescores available from December 2021, as available for previously originated loans, or origination score data for loans booked in ~~September~~December 2021. The average FICO scores at December 31, 2020 were based upon rescores available from December 2020, as available for previously originated loans, or origination score data for loans booked in December 2020.

(2)The combined LTV ratios for ~~September~~June 30, ~~2021~~2022 are based upon updated automated valuations as of ~~August 2021,~~May 2022, when available, and/or the most current valuation data available. The combined LTV ratios for December 31, ~~2020~~2021 were based upon updated automated valuations as of November ~~2020,~~2021, when available, and/or the most current valuation data available as of such date. The updated automated valuations provide new information on loans that may be available since the previous valuation was obtained. If no new information is available, the valuation will default to the previously obtained data or most recent appraisal.

(3)For home equity loans and lines in a subordinate lien, the LTV data represents a combined LTV, taking into account the senior lien data for loans and lines.

Unfunded Commitments

Management evaluates the need for a reserve on unfunded lending commitments in a manner consistent with loans held for investment. At ~~September~~June 30, ~~2021~~2022 and December 31, ~~2020,~~2021, the Company's estimated reserve for unfunded commitments amounted to $1.3 million and ~~$1.2~~$1.5 million, respectively.

Asset Quality

The Company’s philosophy toward managing its loan portfolios is predicated upon careful monitoring, which stresses early detection and response to delinquent and default situations. Delinquent loans are managed by a team of collection specialists and the Company seeks to make arrangements to resolve any delinquent or default situation over the shortest possible time frame. As a general rule, loans 90 days or more past due with respect to principal or interest are classified as nonaccrual loans. The Company also may use discretion regarding other loans 90 days or more delinquent if the loan is well secured and/or in process of collection.

In response to the COVID-19 pandemic, the Company has granted loan modifications to allow deferral of payments for borrowers negatively impacted by the pandemic. The balance of loans with active deferrals as of ~~September~~June 30, ~~2021~~2022 and December 31, ~~2020~~2021 was ~~$222.9~~$197.4 million and ~~$173.6~~$383.1 million, respectively. The majority of these loans with active deferrals as of ~~September~~June 30, ~~2021~~2022 continue to be characterized as current loans. In accordance with regulatory guidance, these modifications are not considered to be troubled debt restructures ("TDRs") if they were performing as of December 31, 2019. Additionally, a majority of these modified loans are characterized as current and therefore are not impacting nonaccrual or delinquency totals as of ~~September~~June 30, ~~2021~~2022 and December 31, ~~2020.~~2021. The Company does, however, consider all active deferrals when estimating loss reserves. As loans reach their deferral maturity date, consideration of TDR and delinquency status will resume in accordance with the Company's accounting policy.

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The following table shows information regarding nonaccrual loans as of the dates indicated:


		Nonaccrual Balances													Nonaccrual Balances
		September 30, 2021						December 31, 2020							June 30, 2022						December 31, 2021
		With Allowance for Credit Losses		Without Allowance for Credit Losses		Total		With Allowance for Credit Losses		Without Allowance for Credit Losses		Total			With Allowance for Credit Losses		Without Allowance for Credit Losses		Total		With Allowance for Credit Losses		Without Allowance for Credit Losses		Total
		(Dollars in thousands)													(Dollars in thousands)
Commercial and industrial	Commercial and industrial	$	3,468	$	15,807	$	19,275	$	3,804	$	30,925	$	34,729	Commercial and industrial	$	3,465	$	53	$	3,518	$	3,420	$	19	$	3,439
Commercial real estate	Commercial real estate	8,541		3,247		11,788		10,195		—		10,195		Commercial real estate	16,008		24,066		40,074		10,870		—		10,870

Small business	Small business	46		—		46		815		10		825		Small business	31		—		31		44		—		44
Residential real estate	Residential real estate	6,486		4,386		10,872		10,935		4,593		15,528		Residential real estate	7,980		583		8,563		8,580		602		9,182
Home equity	Home equity	3,746		—		3,746		5,427		—		5,427		Home equity	3,514		—		3,514		3,781		—		3,781
Other consumer	Other consumer	83		—		83		156		—		156		Other consumer	215		—		215		504		—		504
Total nonaccrual loans (1)	Total nonaccrual loans (1)	$	22,370	$	23,440	$	45,810	$	31,332	$	35,528	$	66,860	Total nonaccrual loans (1)	$	31,213	$	24,702	$	55,915	$	27,199	$	621	$	27,820

(1)Included in these amounts were ~~$21.1~~$1.7 million and ~~$22.2~~$2.0 million of nonaccruing TDRs at ~~September~~June 30, ~~2021~~2022 and December 31, ~~2020,~~2021, respectively.

It is the Company's policy to reverse any accrued interest when a loan is put on nonaccrual status, and, as such, the Company did not record any interest income on nonaccrual loans during the ~~nine~~six months ended ~~September~~June 30, ~~2021~~2022 and ~~September 30, 2020.~~2021.

In accordance with government moratorium orders established in response to the COVID-19 pandemic, new foreclosures pursued by the Company were on hold through August 31, 2021, at which point such orders were lifted. The following table shows information regarding foreclosed residential real estate property at the dates indicated:


		September 30, 2021		December 31, 2020			June 30, 2022		December 31, 2021
		(Dollars in thousands)					(Dollars in thousands)
Foreclosed residential real estate property held by the creditor	Foreclosed residential real estate property held by the creditor	$	—	$	—	Foreclosed residential real estate property held by the creditor	$	—	$	—
Recorded investment in mortgage loans collateralized by residential real estate property that are in the process of foreclosure	Recorded investment in mortgage loans collateralized by residential real estate property that are in the process of foreclosure	$	1,215	$	1,750	Recorded investment in mortgage loans collateralized by residential real estate property that are in the process of foreclosure	$	2,080	$	1,426

The following tables show the age analysis of past due financing receivables as of the dates indicated:


		September 30, 2021																			June 30, 2022
		30-59 days			60-89 days			90 days or more			Total Past Due					Total Financing Receivables		Amortized Cost >90 Days and Accruing			30-59 days			60-89 days			90 days or more			Total Past Due					Total Financing Receivables		Amortized Cost >90 Days and Accruing
		Number of Loans	Principal Balance		Number of Loans	Principal Balance		Number of Loans	Principal Balance		Number of Loans	Principal Balance		Current							Number of Loans	Principal Balance		Number of Loans	Principal Balance		Number of Loans	Principal Balance		Number of Loans	Principal Balance		Current
		(Dollars in thousands)																			(Dollars in thousands)
Loan Portfolio	Loan Portfolio																			Loan Portfolio
Commercial and industrial	Commercial and industrial	2	$	343	1	$	87	—	$	—	3	$	430	$	1,640,279	$	1,640,709	$	—	Commercial and industrial	6	$	442	1	$	188	4	$	3,405	11	$	4,035	$	1,537,011	$	1,541,046	$	—
Commercial real estate	Commercial real estate	6	5,142		1	487		5	3,674		12	9,303		4,211,956		4,221,259		—		Commercial real estate	5	881		2	24,066		6	15,067		13	40,014		7,751,743		7,791,757		—
Commercial construction	Commercial construction	—	—		—	—		—	—		—	—		515,415		515,415		—		Commercial construction	—	—		1	1,669		—	—		1	1,669		1,192,908		1,194,577		—
Small business	Small business	8	243		2	35		5	27		15	305		183,833		184,138		—		Small business	3	100		1	5		5	30		9	135		205,818		205,953		—
Residential real estate	Residential real estate	13	2,037		2	848		22	2,822		37	5,707		1,217,142		1,222,849		—		Residential real estate	14	2,542		3	470		21	2,576		38	5,588		1,838,469		1,844,057		—
Home equity	Home equity	9	479		5	218		24	1,784		38	2,481		997,987		1,000,468		—		Home equity	8	799		3	153		20	1,570		31	2,522		1,062,988		1,065,510		—
Other consumer (1)	Other consumer (1)	230	109		12	32		3	2		245	143		23,032		23,175		—		Other consumer (1)	410	487		22	205		5	12		437	704		32,160		32,864		—
Total	Total	268	$	8,353	23	$	1,707	59	$	8,309	350	$	18,369	$	8,789,644	$	8,808,013	$	—	Total	446	$	5,251	33	$	26,756	61	$	22,660	540	$	54,667	$	13,621,097	$	13,675,764	$	—

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		December 31, 2020																			December 31, 2021
		30-59 days			60-89 days			90 days or more			Total Past Due					Total Financing Receivables		Recorded Investment >90 Days and Accruing			30-59 days			60-89 days			90 days or more			Total Past Due					Total Financing Receivables		Recorded Investment >90 Days and Accruing
		Number of Loans	Principal Balance		Number of Loans	Principal Balance		Number of Loans	Principal Balance		Number of Loans	Principal Balance		Current							Number of Loans	Principal Balance		Number of Loans	Principal Balance		Number of Loans	Principal Balance		Number of Loans	Principal Balance		Current
		(Dollars in thousands)																			(Dollars in thousands)
Loan Portfolio	Loan Portfolio																			Loan Portfolio
Commercial and industrial	Commercial and industrial	2	$	318	1	$	672	8	$	785	11	$	1,775	$	2,101,377	$	2,103,152	$	—	Commercial and industrial	7	$	143	2	$	252	2	$	24	11	$	419	$	1,562,860	$	1,563,279	$	—
Commercial real estate	Commercial real estate	3	409		—	—		4	515		7	924		4,173,003		4,173,927		—		Commercial real estate	15	32,845		—	—		4	1,339		19	34,184		7,958,160		7,992,344		—
Commercial construction	Commercial construction	—	—		2	2,794		—	—		2	2,794		551,135		553,929		—		Commercial construction	—	—		—	—		—	—		—	—		1,165,457		1,165,457		—
Small business	Small business	14	421		6	273		4	59		24	753		174,270		175,023		—		Small business	11	136		6	53		4	24		21	213		192,976		193,189		—
Residential real estate	Residential real estate	12	2,150		8	5,507		27	3,648		47	11,305		1,284,878		1,296,183		—		Residential real estate	12	2,709		5	714		76	3,922		93	7,345		1,597,341		1,604,686		—
Home equity	Home equity	10	733		5	203		33	2,633		48	3,569		1,065,221		1,068,790		—		Home equity	15	1,375		6	381		21	1,671		42	3,427		1,036,184		1,039,611		—
Other consumer (1)	Other consumer (1)	260	137		3	1		6	138		269	276		21,586		21,862		1		Other consumer (1)	458	719		41	277		16	112		515	1,108		27,612		28,720		—
Total	Total	301	$	4,168	25	$	9,450	82	$	7,778	408	$	21,396	$	9,371,470	$	9,392,866	$	1	Total	518	$	37,927	60	$	1,677	123	$	7,092	701	$	46,696	$	13,540,590	$	13,587,286	$	—

(1)Other consumer portfolio is inclusive of deposit account overdrafts recorded as loan balances.

Troubled Debt Restructurings

In the course of resolving nonperforming loans, the Bank may choose to restructure the contractual terms of certain loans. The Bank attempts to work out an alternative payment schedule with the borrower in order to avoid foreclosure actions. ~~Any~~Exclusive of loans modified under provisions of the CARES Act, any loans that are modified are reviewed by the Bank to identify if a TDR has occurred, which is when, for economic or legal reasons related to a borrower’s financial difficulties, the Bank grants a concession to the borrower that it would not otherwise consider. Terms may be modified to fit the ability of the borrower to repay in line with its current financial status and the restructuring of the loan may include the transfer of assets from the borrower to satisfy the debt, a modification of loan terms, or a combination of the two.

The following table shows the Company’s total TDRs and other pertinent information as of the dates indicated:


			September 30, 2021		December 31, 2020				June 30, 2022		December 31, 2021
		(Dollars in thousands)						(Dollars in thousands)
TDRs on accrual status	TDRs on accrual status		$	15,950	$	16,983	TDRs on accrual status		$	11,734	$	14,635
TDRs on nonaccrual	TDRs on nonaccrual		21,104		22,209		TDRs on nonaccrual		1,677		1,993
Total TDRs	Total TDRs		$	37,054	$	39,192	Total TDRs		$	13,411	$	16,628
Additional commitments to lend to a borrower who has been a party to a TDR	Additional commitments to lend to a borrower who has been a party to a TDR		$	352	$	263	Additional commitments to lend to a borrower who has been a party to a TDR		$	144	$	190

The Company’s policy is to have any restructured loan which is on nonaccrual status prior to being modified remain on nonaccrual status for six months subsequent to being modified before management considers its return to accrual status. If the restructured loan is on accrual status prior to being modified, it is reviewed to determine if the modified loan should remain on accrual status. Additionally, loans classified as TDRs are adjusted to reflect the changes in value of the recorded investment in the loan, if any, resulting from the granting of a concession. For all residential ~~real estate~~ loan modifications, the borrower must perform during a 90 day trial period before the modification is finalized.

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There were no new TDRs during the three or six months ended June 30, 2022. The following table shows the TDRs which occurred during the ~~periods indicated~~three and six months ended June 30, 2021 and the change in the recorded investment subsequent to the modifications occurring:

Three Months Ended Nine Months Ended
September 30, 2021 September 30, 2021
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
(Dollars in thousands)
Troubled debt restructurings
Commercial and industrial — $ — $ — 1 $ 14,148 $ 14,148
Commercial real estate — — — 5 3,964 3,964
Small business — — — 2 189 189
Total (1) — $ — $ — 8 $ 18,301 $ 18,301


		Three Months Ended					Nine Months Ended						Three Months Ended					Six Months Ended
		September 30, 2020					September 30, 2020						June 30, 2021					June 30, 2021
		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
		(Dollars in thousands)											(Dollars in thousands)
Troubled debt restructurings	Troubled debt restructurings											Troubled debt restructurings
Commercial and industrial	Commercial and industrial	2	$	83	$	83	5	$	391	$	391	Commercial and industrial	—	$	—	$	—	1	$	14,148	$	14,148
Commercial real estate	Commercial real estate	3	744		744		8	2,518		2,518		Commercial real estate	—	—		—		5	3,964		3,964
Small business	Small business	—	—		—		2	112		88		Small business	1	89		89		2	189		189
Residential real estate		—	—		—		2	559		642

Total (1)	Total (1)	5	$	827	$	827	17	$	3,580	$	3,639	Total (1)	1	$	89	$	89	8	$	18,301	$	18,301

(1)The pre-modification and post-modification balances represent the legal principal balance of the loan. Activity presented in the ~~tables~~table above includes ~~no modifications on existing TDRs during the three months ended September 30, 2021,~~ $14.3 million of modifications on existing ~~TDRs~~TDR's occurring during the ~~nine~~six months ended ~~September~~June 30, ~~2021, and $83,000 and $1.5 million of modifications on existing TDRs during the three and nine months ended September 30, 2020, respectively.~~2021.

The following table shows the Company’s post-modification balance of TDRs listed by type of modification for the periods indicated:


		Three Months Ended		Nine Months Ended					Three Months Ended		Six Months Ended
		September 30		September 30					June 30		June 30
		2021	2020	2021		2020				2021		2021
		(Dollars in thousands)							(Dollars in thousands)
Adjusted interest rate		—	218	$	—	$	822

Combination rate and maturity	Combination rate and maturity	—	—	14,148		—		Combination rate and maturity		—		14,148
Court ordered concession		—	—	—		25

Extended maturity	Extended maturity	—	609	4,153		2,792		Extended maturity		89		4,153
Total	Total	—	827	$	18,301	$	3,639	Total		89		$	18,301

~~Table of~~ ~~Contents~~

The Company considers a loan to have defaulted when it reaches 90 days past due. ~~There was 1 commercial real estate loan modified during~~During the ~~preceding twelve~~six months ~~with a recorded investment of $3.2 million, which subsequently defaulted during the nine month period~~ ended ~~September~~June 30, ~~2021. There~~2022 and June 30, 2021, there were no ~~defaults on such~~ loans modified during the prior twelve months ~~for~~that subsequently defaulted during the ~~three and nine month periods ended September 30, 2020, respectively.~~respective periods. The Company determines the amount of allowance on TDRs in accordance with CECL methodology using a discounted cash flow approach, or a fair value of collateral approach if the loan is determined to be individually evaluated.

NOTE 5 - STOCK BASED COMPENSATION

During the ~~nine~~six months ended ~~September~~June 30, ~~2021,~~2022, the Company had the following activity related to stock based compensation:

Time Vested Restricted Stock Awards

The Company made the following awards of time vested restricted stock:

Date Shares Granted Plan Grant Date Fair Value Per Share Vesting Period
2/18/2021 49,550 2005 Employee Stock Plan $ 81.84 Ratably over 5 years from grant date
5/25/2021 7,680 2018 Non-Employee Director Stock Plan $ 78.18 Shares vested immediately
9/1/2021 640 2018 Non-Employee Director Stock Plan $ 76.78 Shares vested immediately

Date

Shares Granted

Plan

Grant Date Fair Value Per Share

Vesting Period

2/17/2022

52,100

2005 Employee Stock Plan

84.70

Ratably over 5 years from grant date

5/24/2022

8,099

2018 Non-Employee Director Stock Plan

80.39

Shares vested immediately

Performance-Based Restricted Stock Awards

On February ~~18, 2021,~~17, 2022, the Company granted ~~18,900~~20,700 performance-based restricted stock awards, representing the maximum number of shares that may be earned under the awards, to certain executive level employees. These performance-based restricted stock awards were issued from the 2005 Employee Stock Plan and were determined to have a grant date fair value per share of ~~$81.84.~~$84.70. The number of shares to be vested are contingent upon the Company's attainment of certain performance criteria to be measured at the end of a three year performance period, ending December 31, ~~2023.~~2024. The awards will

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vest upon the earlier of the date on which it is determined if the performance goal is achieved subsequent to the performance period or March 31, ~~2024.~~2025.

On March ~~12, 2021,~~10, 2022, the performance-based restricted stock awards that were awarded on February ~~15, 2018~~21, 2019 vested at ~~85%~~50% of the maximum target shares awarded, or ~~13,005~~7,450 shares.

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NOTE 6 - DERIVATIVE AND HEDGING ACTIVITIES

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 to manage the Company’s interest rate risk. Additionally, the Company enters into interest rate derivatives, foreign exchange contracts and risk participation agreements to accommodate the business requirements of its customers (“customer related positions”). The Company minimizes the market and liquidity risks of customer related positions by entering into similar offsetting positions with broker-dealers. Derivative instruments are carried at fair value in the Company's financial statements. The accounting for changes in the fair value of a derivative instrument is dependent upon whether or not it qualifies as a hedge for accounting purposes, and further, by the type of hedging relationship.

The Company does not enter into proprietary trading positions for any derivatives.

The Company is subject to over-the-counter derivative clearing requirements which require certain derivatives to be cleared through central clearing houses. Accordingly, the Company clears certain derivative transactions through the Chicago Mercantile Exchange Clearing House ("CME"). This clearing house requires the Company to post initial and variation margin to mitigate the risk of non-payment, the latter of which is received or paid daily based on the net asset or liability position of the contracts.

Interest Rate Positions

The Company may utilize various interest rate derivatives as hedging instruments against interest rate risk associated with the Company’s borrowings and loan portfolios. An interest rate derivative is an agreement whereby one party agrees to pay a floating rate of interest on a notional principal amount in exchange for receiving a fixed rate of interest on the same notional amount, for a predetermined period of time, from a second party. The amounts relating to the notional principal amount are not actually exchanged.

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The following tables reflect the Company's derivative positions as of the dates indicated below for interest rate derivatives which qualify as cash flow hedges for accounting purposes:


September 30, 2021
June 30, 2022											June 30, 2022
					Weighted Average Rate										Weighted Average Rate
		Notional Amount		Average Maturity	Current Rate Received		Pay Fixed Swap Rate		Fair Value			Notional Amount		Average Maturity	Current Rate Received		Pay Fixed Swap Rate		Fair Value
		(in thousands)		(in years)					(in thousands)			(in thousands)		(in years)					(in thousands)
Interest rate swaps on borrowings	Interest rate swaps on borrowings	$	75,000	0.43	0.12	%	1.53	%	$	(593)	Interest rate swaps on borrowings	$	25,000	0.13	1.46	%	1.88	%	$	(27)

					Current Rate Paid		Receive Fixed Swap Rate								Current Rate Paid		Receive Fixed Swap Rate
Interest rate swaps on loans	Interest rate swaps on loans	550,000		2.83	0.08	%	2.16	%	18,016		Interest rate swaps on loans	700,000		2.51	1.21	%	2.32	%	(12,749)

					Current Rate Paid		Receive Fixed Swap Rate Cap - Floor								Current Rate Paid		Receive Fixed Swap Rate Cap - Floor
Interest rate collars on loans	Interest rate collars on loans	400,000		1.91	0.08	%	2.73% - 2.20%		13,971		Interest rate collars on loans	500,000		2.31	1.22	%	3.09% - 2.28%		(2,327)

Total	Total	$	1,025,000						$	31,394	Total	$	1,225,000						$	(15,103)

December 31, 2020
December 31, 2021											December 31, 2021
					Weighted Average Rate										Weighted Average Rate
		Notional Amount		Average Maturity	Current Rate Received		Pay Fixed Swap Rate		Fair Value			Notional Amount		Average Maturity	Current Rate Received		Pay Fixed Swap Rate		Fair Value
		(in thousands)		(in years)					(in thousands)			(in thousands)		(in years)					(in thousands)
Interest rate swaps on borrowings	Interest rate swaps on borrowings	$	75,000	1.18	0.22	%	1.53	%	$	(1,341)	Interest rate swaps on borrowings	$	25,000	0.62	0.16	%	1.88	%	$	(294)

					Current Rate Paid		Receive Fixed Swap Rate								Current Rate Paid		Receive Fixed Swap Rate
Interest rate swaps on loans	Interest rate swaps on loans	450,000		2.66	0.15	%	2.37	%	27,021		Interest rate swaps on loans	550,000		2.58	0.11	%	2.16	%	11,830

					Current Rate Paid		Receive Fixed Swap Rate Cap - Floor								Current Rate Paid		Receive Fixed Swap Rate Cap - Floor
Interest rate collars on loans	Interest rate collars on loans	400,000		2.66	0.15	%	2.73% - 2.20%		21,764		Interest rate collars on loans	400,000		1.66	0.11	%	2.73% - 2.20%		9,383

Total	Total	$	925,000						$	47,444	Total	$	975,000						$	20,919

The maximum length of time over which the Company is currently hedging its exposure to the variability in future cash flows for forecasted transactions related to the payment of variable interest on existing financial instruments is ~~7.5~~6.7 years.

For derivative instruments that are designated and qualify as cash flow hedging instruments, the effective portion of the gains or losses is reported as a component of other comprehensive income ("OCI"), and is subsequently reclassified into earnings in the period that the hedged forecasted transaction affects earnings. The Company expects approximately ~~$19.0~~$6.1 million (pre-tax) to be reclassified as ~~an increase~~a decrease to interest income and ~~$509,000~~$13,000 (pre-tax) to be reclassified as an increase to interest expense, from OCI related to the Company’s cash flow hedges in the ~~next~~ twelve ~~months.~~months following June 30, 2022. This reclassification is due to anticipated payments that will be made and/or received on the swaps based upon the forward curve as of ~~September~~June 30, ~~2021.~~2022.

The Company had no fair value hedges as of ~~September~~June 30, ~~2021~~2022 or December 31, ~~2020.~~2021.

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Customer Related Positions

Loan level derivatives, primarily interest rate swaps, offered to commercial borrowers through the Company’s loan level derivative program do not qualify as hedges for accounting purposes. The Company believes that its exposure to commercial customer derivatives is limited because these contracts are simultaneously matched at inception with an offsetting dealer transaction. Derivatives with dealer counterparties are then either cleared through a clearinghouse or settled directly with a single counterparty. The commercial customer derivative program allows the Company to retain variable-rate commercial loans while allowing the customer to synthetically fix the loan rate by entering into a variable-to-fixed interest rate swap. The amounts relating to the notional principal amount are not actually exchanged.

Foreign exchange contracts offered to commercial borrowers through the Company’s derivative program do not qualify as hedges for accounting purposes. The Company acts as a seller and buyer of foreign exchange contracts to accommodate its customers. To mitigate the market and liquidity risk associated with these derivatives, the Company enters into similar offsetting positions. The amounts relating to the notional principal amount are exchanged.

The Company has entered into risk participation agreements with other dealer banks in commercial loan agreements. Participating banks guarantee the performance on borrower-related interest rate swap contracts. These derivatives are not designated as hedges and, therefore, changes in fair value are recognized in earnings. Under a risk participation-out agreement, a derivative asset, the Company participates out a portion of the credit risk associated with the interest rate swap position executed with the commercial borrower for a fee paid to the participating bank. Under a risk participation-in agreement, a derivative liability, the Company assumes, or participates in, a portion of the credit risk associated with the interest rate swap position with the commercial borrower for a fee received from the other bank.

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The following table reflects the Company’s customer related derivative positions as of the dates indicated below for those derivatives not designated as hedging:


			Notional Amount Maturing																Notional Amount Maturing
		Number of Positions (1)	Less than 1 year		Less than 2 years		Less than 3 years		Less than 4 years		Thereafter		Total		Fair Value			Number of Positions (1)	Less than 1 year		Less than 2 years		Less than 3 years		Less than 4 years		Thereafter		Total		Fair Value
		September 30, 2021																June 30, 2022
		(Dollars in thousands)																(Dollars in thousands)
Loan level swaps	Loan level swaps																Loan level swaps
Receive fixed, pay variable	Receive fixed, pay variable	293	$	30,047	$	148,874	$	129,939	$	288,580	$	980,166	$	1,577,606	$	67,126	Receive fixed, pay variable	287	$	57,970	$	105,765	$	203,076	$	224,337	$	990,654	$	1,581,802	$	(69,667)
Pay fixed, receive variable	Pay fixed, receive variable	293	30,047		148,874		129,939		288,580		980,166		1,577,606		(67,122)		Pay fixed, receive variable	287	57,970		105,765		203,076		224,337		990,654		1,581,802		69,666
Foreign exchange contracts	Foreign exchange contracts																Foreign exchange contracts
Buys foreign currency, sells U.S. currency	Buys foreign currency, sells U.S. currency	45	148,253		6,087		—		—		—		154,340		(5,529)		Buys foreign currency, sells U.S. currency	62	142,758		36,475		—		—		—		179,233		(8,575)
Buys U.S. currency, sells foreign currency	Buys U.S. currency, sells foreign currency	45	148,253		6,087		—		—		—		154,340		5,530		Buys U.S. currency, sells foreign currency	62	142,758		36,475		—		—		—		179,233		8,670
Risk participation agreements	Risk participation agreements																Risk participation agreements
Participation out	Participation out	11	—		2,645		—		31,719		67,767		102,131		236		Participation out	11	—		2,615		24,538		—		70,389		97,542		118
Participation in	Participation in	7	18,450		23,375		16,768		—		8,372		66,965		(64)		Participation in	9	40,985		16,440		—		—		26,037		83,462		(37)

			Notional Amount Maturing																Notional Amount Maturing
		Number of Positions (1)	Less than 1 year		Less than 2 years		Less than 3 years		Less than 4 years		Thereafter		Total		Fair Value			Number of Positions (1)	Less than 1 year		Less than 2 years		Less than 3 years		Less than 4 years		Thereafter		Total		Fair Value
		December 31, 2020																December 31, 2021
		(Dollars in thousands)																(Dollars in thousands)
Loan level swaps	Loan level swaps																Loan level swaps
Receive fixed, pay variable	Receive fixed, pay variable	322	$	102,999	$	76,487	$	149,265	$	147,422	$	1,222,557	$	1,698,730	$	127,226	Receive fixed, pay variable	296	$	37,589	$	139,844	$	123,507	$	260,953	$	1,060,276	$	1,622,169	$	55,984
Pay fixed, receive variable	Pay fixed, receive variable	313	102,999		76,487		149,265		147,422		1,222,557		1,698,730		(127,216)		Pay fixed, receive variable	296	37,589		139,844		123,507		260,953		1,060,276		1,622,169		(55,982)
Foreign exchange contracts	Foreign exchange contracts																Foreign exchange contracts
Buys foreign currency, sells U.S. currency	Buys foreign currency, sells U.S. currency	33	87,557		5,300		—		—		—		92,857		(4,214)		Buys foreign currency, sells U.S. currency	52	149,588		8,784		—		—		—		158,372		5,734
Buys U.S. currency, sells foreign currency	Buys U.S. currency, sells foreign currency	33	87,557		5,300		—		—		—		92,857		4,224		Buys U.S. currency, sells foreign currency	52	149,588		8,784		—		—		—		158,372		(5,734)
Risk participation agreements	Risk participation agreements																Risk participation agreements
Participation out	Participation out	12	6,721		—		2,675		7,307		93,378		110,081		512		Participation out	11	—		2,635		7,138		24,539		68,408		102,720		279
Participation in	Participation in	8	—		30,649		29,072		—		15,844		75,565		(118)		Participation in	7	29,972		28,235		—		—		8,339		66,546		(55)

(1)The Company may enter into one dealer swap agreement which offsets multiple commercial borrower swap agreements.

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Mortgage Derivatives

The Company enters into commitments to fund residential mortgage loans at specified rates and times in the future, with the intention that loans may be sold subsequently in the secondary market. 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. These commitments are recognized at fair value on the consolidated balance sheet in other assets and other liabilities with changes in their fair values recorded within mortgage banking income. In addition, the Company has elected the fair value option to carry loans held for sale at fair value. The change in fair value of loans held for sale is recorded in current period earnings as a component of mortgage banking income in accordance with the Company's fair value election. The fair value of loans held for sale ~~decreased by $75,000 and~~ increased by ~~$413,000~~$122,000 and $305,000 for the three ~~month periods~~months ended ~~September~~June 30, ~~2021~~2022 and ~~2020,~~2021, respectively. The fair value of loans held for sale decreased by ~~$1.5 million~~$426,000 and ~~increased by $1.3~~$1.5 million for the ~~nine month periods~~six months ended ~~September~~June 30, ~~2021~~2022 and ~~2020,~~2021, respectively. These amounts were offset in earnings by the change in the fair value of mortgage derivatives.

Outstanding loan commitments expose the Company to the risk that the price of the loans arising from exercise of the loan commitment might change from inception of the rate lock to funding of the loan due to changes in mortgage interest rates. If interest rates increase, the value of these loan commitments decreases. Conversely, if interest rates decrease, the value of these loan commitments increases. To protect against the price risk inherent in derivative loan commitments, 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 that would result from the exercise of the derivative loan commitments. Mandatory delivery contracts are accounted for as derivative instruments. Included in the mandatory delivery forward commitments are To Be Announced securities ("TBAs"). Certain assumptions, including pull through rates and rate lock periods, are used in managing the existing and future hedges. The accuracy of underlying assumptions will impact the ultimate effectiveness of any hedging strategies.

With mandatory delivery contracts, the Company commits to deliver a certain principal amount of mortgage loans to an investor at a specified price on or before a specified date. If 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 investor/counterparty to compensate the investor for the shortfall. Generally, the Company makes this type of commitment once mortgage loans have been funded and are held for sale, in order to minimize the risk of failure to deliver the requisite volume of loans to the investor and paying pair-off fees as a result. The Company also sells TBA securities to offset potential changes in the fair value of derivative loan commitments. Generally, the Company sells TBA securities by entering into derivative loan commitments for settlement in 30 to 90 days. The Company expects that mandatory delivery contracts, including TBA securities, will experience changes in fair value opposite to the changes in the fair value of derivative loan commitments.

With best effort 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, best 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 a net neutral shift in fair value with related derivative loan commitments.

The aggregate amount of net realized gains or losses on sales of such loans included within mortgage banking income was ~~$4.9 million~~net realized losses of $278,000 and ~~$10.0~~net realized gains of $4.2 million for the three ~~month periods~~months ended ~~September~~June 30, ~~2021~~2022 and ~~2020,~~2021, respectively, and ~~$17.2 million~~net realized gains of $321,000 and ~~$20.7~~$12.3 million for the ~~nine~~six months ended ~~September~~June 30, ~~2021~~2022 and ~~2020,~~2021, respectively.

Balance Sheet Offsetting

The Company does not offset fair value amounts recognized for derivative instruments. The Company does net the amount recognized for the right to reclaim cash collateral against the obligation to return cash collateral arising from derivative instruments executed with the same counterparty under a master netting arrangement. Collateral legally required to be maintained at dealer banks by the Company is monitored and adjusted as necessary.

A daily settlement occurs through the CME for changes in the fair value of centrally cleared derivatives. Not all of the derivatives are required to be cleared through the daily clearing agent. As a result, the total fair values of loan level derivative assets and liabilities recognized on the Company's financial statements are not equal and offsetting.

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The table below presents the fair value of the Company’s derivative financial instruments as well as their classification on the balance sheet and the potential effect of netting arrangements on its financial position, at the dates indicated:


		Asset Derivatives (1)						Liability Derivatives (2)								Asset Derivatives (1)						Liability Derivatives (2)
		Fair Value at			Fair Value at			Fair Value at			Fair Value at					Fair Value at			Fair Value at			Fair Value at			Fair Value at
		September 30 2021			December 31 2020			September 30 2021			December 31 2020					June 30 2022			December 31 2021			June 30 2022			December 31 2021
		(Dollars in thousands)													(Dollars in thousands)
Derivatives designated as hedges	Derivatives designated as hedges													Derivatives designated as hedges
Interest rate derivatives	Interest rate derivatives	$	32,380	(3)	$	48,786	(3)	$	986	(4)	$	1,342	(4)	Interest rate derivatives		$	1,240	(3)	$	21,951	(3)	$	16,343	(4)	$	1,032	(4)
Derivatives not designated as hedges	Derivatives not designated as hedges													Derivatives not designated as hedges
Customer Related Positions	Customer Related Positions													Customer Related Positions
Loan level derivatives	Loan level derivatives	76,552		(3)	127,228		(3)	76,548		(4)	127,218		(4)	Loan level derivatives		73,737		(3)	68,726		(3)	73,738		(4)	68,724		(4)
Foreign exchange contracts	Foreign exchange contracts	5,531			4,359			5,530			4,349			Foreign exchange contracts		8,762			6,147			8,667			6,147
Risk participation agreements	Risk participation agreements	236			513			64			119			Risk participation agreements		118			279			37			55
Mortgage Derivatives	Mortgage Derivatives													Mortgage Derivatives
Interest rate lock commitments	Interest rate lock commitments	1,202			6,513			—			—			Interest rate lock commitments		185			753			—			—
Forward sale loan commitments	Forward sale loan commitments	—			—			22			1			Forward sale loan commitments		—			56			14			—
Forward sale hedge commitments	Forward sale hedge commitments	457			—			—			1,035			Forward sale hedge commitments		—			—			63			57
Total derivatives not designated as hedges	Total derivatives not designated as hedges	83,978			138,613			82,164			132,722			Total derivatives not designated as hedges		82,802			75,961			82,519			74,983
Total	Total	116,358			187,399			83,150			134,064			Total		84,042			97,912			98,862			76,015

Netting Adjustments (5)	Netting Adjustments (5)	(4,808)			23			6,454			16,105			Netting Adjustments (5)		(42,781)			(5,727)			8,983			6,769
Net Derivatives on the Balance Sheet	Net Derivatives on the Balance Sheet	111,550			187,422			76,696			117,959			Net Derivatives on the Balance Sheet		41,261			92,185			89,879			69,246

Financial instruments (6)	Financial instruments (6)	36,914			48,786			36,914			48,786			Financial instruments (6)		8,658			22,378			8,658			22,378
Cash collateral pledged (received)	Cash collateral pledged (received)	—			—			33,249			62,460			Cash collateral pledged (received)		—			—			4			33,838
Net Derivative Amounts	Net Derivative Amounts	$	74,636		$	138,636		$	6,533		$	6,713		Net Derivative Amounts		$	32,603		$	69,807		$	81,217		$	13,030

(1)All asset derivatives are ~~located~~reflected in other assets on the balance sheet.

(2)All liability derivatives are ~~located~~reflected in other liabilities on the balance sheet.

(3)Approximately ~~$1.2 million and $1.6 million~~$306,000 of accrued interest receivable is included in the fair value of ~~the~~ interest rate derivative assets and loan level asset derivatives, respectively, as of September 30, 2021. Accrued interest receivable of approximately $1.2 million and $2.0 million is included in the fair value of the interest rate and loan level asset derivatives, respectively, as of December 31, 2020.

~~(4)Approximately $60,000 and $1.6 million~~$401,000 of accrued interest payable is included in the fair value of the loan level derivative assets at June 30, 2022, in comparison to accrued interest receivable of approximately $1.2 million and $1.5 million in included in the fair value of interest rate and loan level ~~liability derivatives,~~derivative assets, respectively, asat December 31, 2021.

(4)Approximately $532,000 and $401,000 of ~~September~~accrued interest receivable is included in the fair value of interest rate and loan level derivative liabilities, respectively, at June 30, ~~2021.~~2022. Accrued interest payable of approximately ~~$81,000~~$5,000 and ~~$2.0~~$1.5 million is included in the fair value of the interest rate and loan level derivative liabilities, respectively, ~~as of~~at December 31, ~~2020.~~2021.

(5)Netting adjustments represent the amounts recorded to convert derivative assets and liabilities cleared through CME from a gross basis to a net basis, inclusive of the variation margin payments, in accordance with applicable accounting guidance. As displayed in the table above, derivatives that cleared through the CME were either in a net asset position or a net liability position ~~as of September~~at June 30, ~~2021.~~2022.

(6)Reflects offsetting derivative positions with the same counterparty that are not netted on the balance sheet.

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The table below presents the effect of the Company’s derivative financial instruments included in OCI and current earnings for the periods indicated:


		Three Months Ended				Nine Months Ended					Three Months Ended				Six Months Ended
		September 30				September 30					June 30				June 30
		2021		2020		2021		2020			2022		2021		2022		2021
		(Dollars in thousands)									(Dollars in thousands)
Derivatives designated as hedges	Derivatives designated as hedges									Derivatives designated as hedges
Gain (loss) in OCI on derivatives (effective portion), net of tax		$	(3,383)	$	(2,729)	$	(11,559)	$	20,452
Loss in OCI on derivatives (effective portion), net of tax										Loss in OCI on derivatives (effective portion), net of tax	$	(7,649)	$	(1,593)	$	(25,599)	$	(8,176)
Gain reclassified from OCI into interest income or interest expense (effective portion)	Gain reclassified from OCI into interest income or interest expense (effective portion)	$	4,791	$	4,339	$	13,869	$	9,901	Gain reclassified from OCI into interest income or interest expense (effective portion)	$	3,515	$	4,698	$	8,020	$	9,078
Loss reclassified from OCI into noninterest expense (loss on termination)		$	—	$	(684)	$	—	$	(684)
Interest expense		$	—	$	—	$	—	$	—
Other expense		—		—		—		—
Total		$	—	$	—	$	—	$	—

Derivatives not designated as hedges	Derivatives not designated as hedges									Derivatives not designated as hedges
Changes in fair value of customer related positions	Changes in fair value of customer related positions									Changes in fair value of customer related positions
Other income	Other income	$	54	$	21	$	137	$	46	Other income	$	32	$	77	$	121	$	83
Other expense	Other expense	(80)		(28)		(374)		(52)		Other expense	(89)		(11)		(172)		(294)
Changes in fair value of mortgage derivatives	Changes in fair value of mortgage derivatives									Changes in fair value of mortgage derivatives
Mortgage banking income	Mortgage banking income	(213)		2,027		(3,840)		4,653		Mortgage banking income	(225)		(1,303)		(644)		(3,627)
Total	Total	$	(239)	$	2,020	$	(4,077)	$	4,647	Total	$	(282)	$	(1,237)	$	(695)	$	(3,838)

The Company's derivative agreements with institutional counterparties contain various credit-risk related contingent provisions, such as requiring the Company to maintain a well-capitalized capital position. If the Company fails to meet these conditions, the counterparties could request the Company make immediate payment or demand that the Company provide immediate and ongoing full collateralization on derivative positions in net liability positions. ~~The~~All derivative instruments with credit-risk contingent features were in a net asset position at June 30, 2022. At December 31, 2021, the aggregate fair value of all derivative instruments with credit-risk related contingent features that were in a net liability position was ~~$35.9 million and $79.8 million at September 30, 2021 and December 31, 2020, respectively.~~$34.8 million. Although none of the contingency provisions have applied as of ~~September~~June 30, ~~2021~~2022 and December 31, ~~2020,~~2021, the Company ~~has~~ posted collateral to offset the net liability exposure with institutional ~~counterparties.~~counterparties at December 31, 2021.

By using derivatives, the Company is exposed to credit risk to the extent that counterparties to the derivative contracts do not perform as required. Should a counterparty fail to perform under the terms of a derivative contract, the Company's credit exposure on interest rate swaps is limited to the net positive fair value and accrued interest of all swaps with each counterparty. The Company seeks to minimize counterparty credit risk through credit approvals, limits, monitoring procedures, and obtaining collateral, where appropriate. Institutional counterparties must have an investment grade credit rating and be approved by the Company's Board of Directors. As such, management believes the risk of incurring credit losses on derivative contracts with institutional counterparties is remote. The Company's exposure relating to institutional counterparties was ~~$37.1~~$72.9 million and ~~$48.8~~$28.3 million at ~~September~~June 30, ~~2021~~2022 and December 31, ~~2020,~~2021, respectively. The Company’s exposure relating to customer counterparties was approximately ~~$71.8~~$2.0 million and ~~$127.2~~$62.4 million at ~~September~~June 30, ~~2021~~2022 and December 31, ~~2020,~~2021, respectively. Credit exposure may be reduced by the value of collateral pledged by the counterparty.

NOTE 7 - FAIR VALUE MEASUREMENTS

Fair value is a market-based measure considered from the perspective of a market participant rather than an entity-specific measure. Therefore, even when market assumptions are not readily available, the assumptions applied by the Company when determining fair value reflect those that the Company determines market participants would use to price the asset or liability at the measurement date. If there has been a significant decrease in the volume and level of activity for the asset or liability, regardless of the valuation technique(s) used, the objective of a fair value measurement remains the same. Fair value is the price that would be received if the asset were to be sold or that would be or paid if the liability were to be transferred in an orderly market transaction (that is, not a forced liquidation or distressed sale) between market participants at the measurement date under current market conditions. When determining fair value, the Company considers pricing information and other inputs that are current as of the measurement date. In periods of market dislocation, the observability of prices and other inputs

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may be reduced for certain instruments, or not available at all. The unavailability or reduced availability of pricing or other input information could cause an instrument to be reclassified from one level to another.

The Fair Value Measurements and Disclosures Topic of the FASB ASC defines fair value and establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. 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

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unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy under the Fair Value Measurements and Disclosures Topic of the FASB ASC are described below:

Level 1 – Inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date.

Level 2 – Valuations based on quoted prices in markets that are not active or for which all significant inputs are observable, either directly or indirectly.

Level 3 – Prices or valuations that require inputs that are both significant to the fair value measurement and unobservable.

To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Accordingly, the degree of judgment exercised by the Company in determining fair value is greatest for instruments categorized in Level 3. A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement.

Valuation Techniques

There have been no changes in the valuation techniques used during the ~~nine~~six months ended ~~September~~June 30, ~~2021.~~2022.

Securities

Trading and Equity Securities

These equity securities are valued based on market quoted prices. These securities are categorized in Level 1 as they are actively traded and no valuation adjustments have been applied.

U.S. Government Agency and U.S. Treasury Securities

Fair value is estimated using either multi-dimensional spread tables or benchmarks. The inputs used include benchmark yields, reported trades, and broker/dealer quotes. These securities are classified as Level 2.

Agency Mortgage-Backed Securities

Fair value is estimated using either a matrix or benchmarks. The inputs used include benchmark yields, reported trades, broker/dealer quotes, and issuer spreads. These securities are categorized as Level 2.

Agency Collateralized Mortgage Obligations and Small Business Administration Pooled Securities

The valuation model for these securities is volatility-driven and ratings based, and uses multi-dimensional spread tables. The inputs used include benchmark yields, reported trades, new issue data, broker dealer quotes, and collateral performance. If there is at least one significant model assumption or input that is not observable, these securities are categorized as Level 3 within the fair value hierarchy; otherwise, they are classified as Level 2.

State, County, and Municipal Securities

The fair value is estimated using a valuation matrix with inputs including bond interest rate tables, recent transactions, and yield relationships. These securities are categorized as Level 2.

Single and Pooled Issuer Trust Preferred Securities

The fair value of trust preferred securities, including pooled and single issuer preferred securities, is estimated using external pricing models, discounted cash flow methodologies or similar techniques. The inputs used in these valuations include benchmark yields, reported trades, new issue data, broker dealer quotes, and collateral performance. If there is at least one significant model assumption or input that is not observable, these securities are classified as Level 3 within the fair value hierarchy; otherwise, they are classified as Level 2.

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Loans Held for Sale

The Company has elected the fair value option to account for originated closed loans intended for sale. The fair value is measured on an individual loan basis using quoted market prices and when not available, comparable market value or discounted cash flow analysis may be utilized. These assets are typically classified as Level 2.

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Derivative Instruments

Derivatives

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. This analysis reflects the contractual terms of the derivatives, including the period to maturity, and uses observable market-based inputs, including interest rate curves and implied volatilizes. The Company incorporates credit valuation adjustments to appropriately reflect nonperformance risk in the fair value measurements. In adjusting the fair value of its derivative contracts for the effect of nonperformance risk, the Company has considered the impact of netting and any applicable credit enhancements, such as collateral postings. Additionally, in conjunction with fair value measurement guidance, the Company has made an accounting policy election to measure the credit risk of its derivative financial instruments that are subject to master netting agreements on a net basis by counterparty portfolio. Although 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 credit valuation adjustments associated with its interest rate derivatives and risk participation agreements may also utilize Level 3 inputs, such as estimates of current credit spreads to evaluate the likelihood of default by the Company and its counterparties. However, as of ~~September~~June 30, ~~2021~~2022 and December 31, ~~2020,~~2021, the Company has assessed the significance of the impact of the credit valuation adjustments on the overall valuation of its derivative positions and has determined that the credit valuation adjustments are not significant to the overall valuation of its derivatives. As a result, the Company has determined that its derivative valuations in their entirety are properly classified as Level 2.

Mortgage Derivatives

The fair value of mortgage derivatives is determined based on current market prices for similar assets in the secondary market and, therefore, classified as Level 2 within the fair value hierarchy.

Individually Assessed Collateral Dependent Loans

In accordance with the CECL standard, expected credit losses on individually assessed loans deemed to be collateral dependent are valued based upon the lower of amortized cost or fair value of the underlying collateral less costs to sell. The inputs used in the appraisals of the collateral are not always observable, and in such cases the loans may be classified as Level 3 within the fair value hierarchy; otherwise, they are classified as Level 2.

Other Real Estate Owned and Other Foreclosed Assets

Other Real Estate Owned ("OREO") and Other Foreclosed Assets are valued at the lower of cost or fair value of the property, less estimated costs to sell. The fair values are generally estimated based upon recent appraisal values of the property less costs to sell the property. Certain inputs used in appraisals are not always observable, and therefore OREO and Other Foreclosed Assets may be classified as Level 3 within the fair value hierarchy.

Goodwill and Other Intangible Assets

Goodwill and other intangible assets are subject to impairment testing. The Company conducts an annual impairment test of goodwill in the third quarter of each year, or more frequently if necessary. Other intangible assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable. To estimate the fair value of goodwill and, if necessary, other intangible assets, the Company utilizes both a comparable analysis of relevant price multiples in recent market transactions and a discounted cash flow analysis. Both valuation models require a significant degree of management judgment. In the event the fair value as determined by the valuation model is less than the carrying value, the intangibles may be impaired. If the impairment testing resulted in impairment, the Company would classify the impaired goodwill and other intangible assets subjected to nonrecurring fair value adjustments as Level 3.

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Assets and liabilities measured at fair value on a recurring and nonrecurring basis were as follows ~~as of~~at the dates indicated:


				Fair Value Measurements at Reporting Date Using									Fair Value Measurements at Reporting Date Using
		Balance		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)			Balance		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
		September 30, 2021									June 30, 2022
		(Dollars in thousands)									(Dollars in thousands)
Recurring fair value measurements	Recurring fair value measurements									Recurring fair value measurements
Assets	Assets									Assets
Trading securities	Trading securities	$	3,504	$	3,504	$	—	$	—	Trading securities	$	3,637	$	3,637	$	—	$	—
Equity securities	Equity securities	22,794		22,794		—		—		Equity securities	21,181		21,181		—		—
Securities available for sale	Securities available for sale									Securities available for sale
U.S. government agency securities	U.S. government agency securities	217,345		—		217,345		—		U.S. government agency securities	209,455		—		209,455		—
U.S. treasury securities	U.S. treasury securities	770,002		—		770,002		—		U.S. treasury securities	809,098		—		809,098		—
Agency mortgage-backed securities	Agency mortgage-backed securities	297,219		—		297,219		—		Agency mortgage-backed securities	377,790		—		377,790		—
Agency collateralized mortgage obligations	Agency collateralized mortgage obligations	86,487		—		86,487		—		Agency collateralized mortgage obligations	44,477		—		44,477		—

State, county, and municipal securities	State, county, and municipal securities	288		—		288		—		State, county, and municipal securities	197		—		197		—
Single issuer trust preferred securities issued by banks and insurers	Single issuer trust preferred securities issued by banks and insurers	491		—		491		—		Single issuer trust preferred securities issued by banks and insurers	468		—		468		—
Pooled trust preferred securities issued by banks and insurers	Pooled trust preferred securities issued by banks and insurers	1,010		—		1,010		—		Pooled trust preferred securities issued by banks and insurers	999		—		999		—
Small business administration pooled securities	Small business administration pooled securities	54,368		—		54,368		—		Small business administration pooled securities	59,465		—		59,465		—
Loans held for sale	Loans held for sale	33,553		—		33,553		—		Loans held for sale	2,358		—		2,358		—
Derivative instruments	Derivative instruments	116,358		—		116,358		—		Derivative instruments	84,042		—		84,042		—
Liabilities	Liabilities									Liabilities
Derivative instruments	Derivative instruments	83,150		—		83,150		—		Derivative instruments	98,862		—		98,862		—
Total recurring fair value measurements	Total recurring fair value measurements	$	1,520,269	$	26,298	$	1,493,971	$	—	Total recurring fair value measurements	$	1,514,305	$	24,818	$	1,489,487	$	—

Nonrecurring fair value measurements	Nonrecurring fair value measurements									Nonrecurring fair value measurements
Assets	Assets									Assets
Individually assessed collateral dependent loans (1)	Individually assessed collateral dependent loans (1)	$	34,799	$	—	$	—	$	34,799	Individually assessed collateral dependent loans (1)	$	24,649	$	—	$	—	$	24,649

Total nonrecurring fair value measurements	Total nonrecurring fair value measurements	$	34,799	$	—	$	—	$	34,799	Total nonrecurring fair value measurements	$	24,649	$	—	$	—	$	24,649

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Fair Value Measurements at Reporting Date Using
Balance Quoted Prices
in Active
Markets for
Identical
Assets
(Level 1) Significant
Other
Observable
Inputs
(Level 2) Significant
Unobservable
Inputs
(Level 3)
December 31, 2020
(Dollars in thousands)
Recurring fair value measurements
Assets
Trading securities $ 2,838 $ 2,838 $ — $ —
Equity securities 22,107 22,107 — —
Securities available for sale
U.S. government agency securities 24,116 — 24,116 —
Agency mortgage-backed securities 233,629 — 233,629 —
Agency collateralized mortgage obligations 91,683 — 91,683 —
State, county, and municipal securities 807 — 807 —
Single issuer trust preferred securities issued by banks and insurers 488 — 488 —
Pooled trust preferred securities issued by banks and insurers 1,056 — 1,056 —
Small business administration pooled securities 61,081 — 61,081 —
Loans held for sale 58,104 — 58,104 —
Derivative instruments 187,399 — 187,399 —
Liabilities
Derivative instruments 134,064 — 134,064 —
Total recurring fair value measurements $ 549,244 $ 24,945 $ 524,299 $ —
Nonrecurring fair value measurements:
Assets
Individually assessed collateral dependent loans (1) $ 31,510 $ — $ — $ 31,510
Total nonrecurring fair value measurements $ 31,510 $ — $ — $ 31,510


			Fair Value Measurements at Reporting Date Using
	Balance		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
	December 31, 2021
	(Dollars in thousands)
Recurring fair value measurements
Assets
Trading securities	$	3,720	$	3,720	$	—	$	—
Equity securities	23,173		23,173		—		—
Securities available for sale
U.S. government agency securities	215,482		—		215,482		—
U.S. treasury securities	861,448		—		861,448		—
Agency mortgage-backed securities	363,933		—		363,933		—
Agency collateralized mortgage obligations	79,677		—		79,677		—

State, county, and municipal securities	203		—		203		—
Single issuer trust preferred securities issued by banks and insurers	491		—		491		—
Pooled trust preferred securities issued by banks and insurers	1,000		—		1,000		—
Small business administration pooled securities	48,914		—		48,914		—
Loans held for sale	24,679		—		24,679		—
Derivative instruments	97,912		—		97,912		—
Liabilities
Derivative instruments	76,015		—		76,015		—
Total recurring fair value measurements	$	1,644,617	$	26,893	$	1,617,724	$	—

Nonrecurring fair value measurements
Assets
Individually assessed collateral dependent loans (1)	$	1,174	$	—	$	—	$	1,174

Total nonrecurring fair value measurements	$	1,174	$	—	$	—	$	1,174

(1) The ~~fair~~carrying value of individually assessed collateral dependent loans is based on the lower of amortized cost or fair value of the underlying collateral less costs to sell. The fair value of the underlying collateral is generally determined through independent appraisals, ~~of the underlying collateral,~~ which generally include various Level 3 inputs which are not identifiable. Appraisals may be adjusted by management for qualitative factors such as economic factors and estimated liquidation expenses. The range of these possible adjustments may vary.

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The estimated fair values and related carrying amounts for assets and liabilities for which fair value is only disclosed are shown below ~~as of~~at the dates indicated:


						Fair Value Measurements at Reporting Date Using											Fair Value Measurements at Reporting Date Using
		Carrying Value		Fair Value		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)			Carrying Value		Fair Value		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
		September 30, 2021											June 30, 2022
		(Dollars in thousands)											(Dollars in thousands)
Financial assets	Financial assets											Financial assets
Securities held to maturity (a)	Securities held to maturity (a)											Securities held to maturity (a)
U.S. government agency securities	U.S. government agency securities	$	33,422	$	33,295	$	—	$	33,295	$	—	U.S. government agency securities	$	32,128	$	30,300	$	—	$	30,300	$	—
U.S. treasury securities	U.S. treasury securities	$	3,007	$	3,024	$	—	$	3,024	$	—	U.S. treasury securities	100,595		91,987		—		91,987		—
Agency mortgage-backed securities	Agency mortgage-backed securities	352,483		360,613		—		360,613		—		Agency mortgage-backed securities	631,754		584,074		—		584,074		—
Agency collateralized mortgage obligations	Agency collateralized mortgage obligations	451,151		452,038		—		452,038		—		Agency collateralized mortgage obligations	577,183		524,994		—		524,994		—

Single issuer trust preferred securities issued by banks	Single issuer trust preferred securities issued by banks	1,500		1,508		—		1,508		��		Single issuer trust preferred securities issued by banks	1,500		1,508		—		1,508		—
Small business administration pooled securities	Small business administration pooled securities	23,686		24,828		—		24,828		—		Small business administration pooled securities	65,029		64,302		—		64,302		—

Loans, net of allowance for credit losses (b)	Loans, net of allowance for credit losses (b)	8,680,968		8,663,615		—		—		8,663,615		Loans, net of allowance for credit losses (b)	13,506,796		13,351,014		—		—		13,351,014
Federal Home Loan Bank stock (c)	Federal Home Loan Bank stock (c)	8,666		8,666		—		8,666		—		Federal Home Loan Bank stock (c)	6,249		6,249		—		6,249		—
Cash surrender value of life insurance policies (d)	Cash surrender value of life insurance policies (d)	244,573		244,573		—		244,573		—		Cash surrender value of life insurance policies (d)	292,807		292,807		—		292,807		—
Financial liabilities	Financial liabilities											Financial liabilities
Deposit liabilities, other than time deposits (e)	Deposit liabilities, other than time deposits (e)	$	11,474,578	$	11,474,578	$	—	$	11,474,578	$	—	Deposit liabilities, other than time deposits (e)	$	15,328,945	$	15,328,945	$	—	$	15,328,945	$	—
Time certificates of deposits (f)	Time certificates of deposits (f)	785,562		786,514		—		786,514		—		Time certificates of deposits (f)	1,310,603		1,287,031		—		1,287,031		—
Federal Home Loan Bank borrowings (f)	Federal Home Loan Bank borrowings (f)	25,675		25,679		—		25,679		—		Federal Home Loan Bank borrowings (f)	25,652		25,577		—		25,577		—

Long-term borrowings (f)		18,750		18,571		—		18,571		—

Junior subordinated debentures (g)	Junior subordinated debentures (g)	62,853		68,098		—		68,098		—		Junior subordinated debentures (g)	62,854		61,704		—		61,704		—
Subordinated debentures (f)	Subordinated debentures (f)	49,767		46,403		—		—		46,403		Subordinated debentures (f)	49,838		44,172		—		—		44,172

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						Fair Value Measurements at Reporting Date Using											Fair Value Measurements at Reporting Date Using
		Carrying Value		Fair Value		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)			Carrying Value		Fair Value		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
		December 31, 2020											December 31, 2021
		(Dollars in thousands)											(Dollars in thousands)
Financial assets	Financial assets											Financial assets
Securities held to maturity (a)	Securities held to maturity (a)											Securities held to maturity (a)

U.S. government agency securities												U.S. government agency securities	$	32,987	$	32,546	$	—	$	32,546	$	—
U.S. treasury securities	U.S. treasury securities	$	4,017	$	4,077	$	—	$	4,077	$	—	U.S. treasury securities	102,560		102,242		—		102,242		—
Agency mortgage-backed securities	Agency mortgage-backed securities	356,085		374,121		—		374,121		—		Agency mortgage-backed securities	493,012		497,236		—		497,236		—
Agency collateralized mortgage obligations	Agency collateralized mortgage obligations	335,993		344,119		—		344,119		—		Agency collateralized mortgage obligations	415,736		408,845		—		408,845		—

Single issuer trust preferred securities issued by banks	Single issuer trust preferred securities issued by banks	1,500		1,498		—		1,498		—		Single issuer trust preferred securities issued by banks	1,500		1,508		—		1,508		—
Small business administration pooled securities	Small business administration pooled securities	26,917		28,362		—		28,362		—		Small business administration pooled securities	21,023		21,756		—		21,756		—

Loans, net of allowance for credit losses (b)	Loans, net of allowance for credit losses (b)	9,247,964		9,253,381		—		—		9,253,381		Loans, net of allowance for credit losses (b)	13,439,190		13,389,515		—		—		13,389,515
Federal Home Loan Bank stock (c)	Federal Home Loan Bank stock (c)	10,250		10,250		—		10,250		—		Federal Home Loan Bank stock (c)	11,407		11,407		—		11,407		—
Cash surrender value of life insurance policies (d)	Cash surrender value of life insurance policies (d)	200,525		200,525		—		200,525		—		Cash surrender value of life insurance policies (d)	289,304		289,304		—		289,304		—
Financial liabilities	Financial liabilities											Financial liabilities
Deposit liabilities, other than time deposits (e)	Deposit liabilities, other than time deposits (e)	$	10,042,541	$	10,042,541	$	—	$	10,042,541	$	—	Deposit liabilities, other than time deposits (e)	$	15,385,894	$	15,385,894	$	—	$	15,385,894	$	—
Time certificates of deposits (f)	Time certificates of deposits (f)	950,629		955,598		—		955,598		—		Time certificates of deposits (f)	1,531,150		1,529,857		—		1,529,857		—
Federal Home Loan Bank borrowings (f)	Federal Home Loan Bank borrowings (f)	35,740		35,885		—		35,885		—		Federal Home Loan Bank borrowings (f)	25,667		25,663		—		25,663		—
Long-term borrowings (f)	Long-term borrowings (f)	32,773		32,033		—		32,033		—		Long-term borrowings (f)	14,063		13,989		—		13,989		—

Junior subordinated debentures (g)	Junior subordinated debentures (g)	62,851		70,238		—		70,238		—		Junior subordinated debentures (g)	62,853		67,019		—		67,019		—
Subordinated debentures (f)	Subordinated debentures (f)	49,696		46,486		—		—		46,486		Subordinated debentures (f)	49,791		45,532		—		—		45,532

(a)The fair values presented are based on quoted market prices, where available. If quoted market prices are not available, fair values are based on quoted market prices of comparable instruments and/or discounted cash flow analysis.

(b)Fair value of loans is measured using the exit price valuation method, determined primarily by discounting the future cash flows using the current rates at which similar loans would be made to borrowers with similar credit ratings and for the same remaining maturities or cash flows, while incorporating liquidity and credit assumptions. Additionally, this amount excludes individually assessed collateral dependent loans, which are deemed to be marked to fair value on a nonrecurring basis.

(c)Federal Home Loan Bank stock has no quoted market value and is carried at cost; therefore the carrying amount approximates fair value.

(d)Cash surrender value of life insurance policies is recorded at its cash surrender value (or the amount that can be realized upon surrender of the policy), therefore, carrying amount approximates fair value.

(e)Fair value of demand deposits, savings and interest checking accounts and money market deposits is the amount payable on demand at the reporting date.

(f)Fair value was determined by discounting anticipated future cash payments using rates currently available for instruments with similar remaining maturities.

(g)Fair value was determined based upon market prices of securities with similar terms and maturities.

This summary excludes certain financial assets and liabilities for which the carrying value approximates fair value. For financial assets, these may include cash and due from banks, federal funds sold and short-term investments. For financial liabilities, these may include federal funds purchased. These instruments would all be considered to be classified as Level 1 within the fair value hierarchy. Also excluded from the summary are financial instruments measured at fair value on a recurring and nonrecurring basis, as previously described.

The Company considers its current use of financial instruments to be the highest and best use of the instruments.

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NOTE 8 - REVENUE RECOGNITION

A portion of the Company's noninterest income is derived from contracts with customers, and as such, the revenue recognized depicts the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The Company considers the terms of the contract and all relevant facts and circumstances when applying this guidance. To ensure its alignment with this core principle, the Company measures revenue and the timing of recognition by applying the following five steps:

1.Identify the contract(s) with customers

2.Identify the performance obligations

3.Determine the transaction price

4.Allocate the transaction price to the performance obligations

5.Recognize revenue when (or as) the entity satisfies a performance obligation

The Company has disaggregated its revenue from contracts with customers into categories that depict how the nature, amount, timing, and uncertainty of revenue and cash flows are affected by economic factors. The following table presents the revenue streams that the Company has disaggregated as of the periods indicated:


		Three Months Ended				Nine Months Ended					Three Months Ended				Six Months Ended
		September 30 2021		September 30 2020		September 30 2021		September 30 2020			June 30 2022		June 30 2021		June 30 2022		June 30 2021
		(Dollars in thousands)									(Dollars in thousands)
Deposit account fees (inclusive of cash management fees)	Deposit account fees (inclusive of cash management fees)	$	4,298	$	3,428	$	11,704	$	11,227	Deposit account fees (inclusive of cash management fees)	$	5,828	$	3,822	$	11,321	$	7,406
Interchange fees	Interchange fees	2,223		2,025		6,267		10,665		Interchange fees	2,738		2,141		5,210		4,044
ATM fees	ATM fees	817		708		2,177		1,872		ATM fees	993		735		1,834		1,360
Investment management - wealth management and advisory services	Investment management - wealth management and advisory services	8,147		6,997		23,576		20,113		Investment management - wealth management and advisory services	7,825		8,027		15,729		15,429
Investment management - retail investments and insurance revenue	Investment management - retail investments and insurance revenue	1,027		574		2,774		1,583		Investment management - retail investments and insurance revenue	1,504		845		2,273		1,747
Merchant processing income	Merchant processing income	365		330		1,024		1,000		Merchant processing income	350		339		728		659
Credit card income	Credit card income	334		216		883		550		Credit card income	474		313		846		549
Other noninterest income	Other noninterest income	1,362		905		3,732		2,651		Other noninterest income	1,472		1,245		2,868		2,370
Total noninterest income in-scope of ASC 606	Total noninterest income in-scope of ASC 606	18,573		15,183		52,137		49,661		Total noninterest income in-scope of ASC 606	21,184		17,467		40,809		33,564
Total noninterest income out-of-scope of ASC 606	Total noninterest income out-of-scope of ASC 606	7,884		14,164		24,533		34,311		Total noninterest income out-of-scope of ASC 606	6,714		7,500		13,361		16,649
Total noninterest income	Total noninterest income	$	26,457	$	29,347	$	76,670	$	83,972	Total noninterest income	$	27,898	$	24,967	$	54,170	$	50,213

In each of the revenue streams identified above, there were no significant judgments made in determining or allocating the transaction price, as the consideration and service requirements are generally explicitly identified in the associated contracts. Additional information related to each of the revenue streams is further noted below.

Deposit Account Fees

The Company offers various deposit account products to its customers governed by specific deposit agreements applicable to either personal customers or business customers. These agreements identify the general conditions and obligations of both parties, and include standard information regarding deposit account related fees.

Deposit account services include providing access to deposit accounts as well as access to the various deposit transactional services of the Company. These transactional services are primarily those that are identified in the standard fee schedule, and include, but are not limited to, services such as overdraft protection, wire transfer, and check collection. Revenue is recognized in conjunction with the various services being provided. For example, the Company may assess monthly fixed service fees associated with the customer having access to a deposit account, which can vary depending on the account type and daily account balance. In addition, the Company may also assess separate fixed fees associated with and at the time specific transactions are entered into by the customer. As such, the Company considers its performance obligations to be met concurrently with providing the account access or completing the requested deposit transaction.

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Cash Management

Cash management services are a subset of the deposit account fees revenue stream. These services primarily include ACH transaction processing, positive pay and remote deposit services. These services are also governed by separate agreements entered into with the customer. The fee arrangement for these services is structured to assess fees under one of two scenarios, either a per transaction fee arrangement or an earnings credit analysis arrangement. Under the per transaction fee arrangement, fixed fees are assessed concurrently with customers executing the transactions, and as such, the Company considers its performance obligations to be met concurrently with completing the requested transaction. Under the earnings credit analysis arrangement, the Company provides a monthly earnings credit to the customer that is negotiated and determined based on various factors. The credit is then available to absorb the per transaction fees that are assessed on the customer's deposit account activity for the month. Any amount of the transactional fees in excess of the earnings credit is recognized as revenue in that month.

Interchange Fees

The Company earns interchange revenue from its issuance of credit and debit cards granted through its membership in various card payment networks. The Company provides credit cards and debit cards to its customers which are authorized and settled through these payment networks, and in exchange, the Company earns revenue as determined by each payment network's interchange program. The revenue is recognized concurrently with the settlement of card transactions within each network.

ATM Fees

The Company deploys automated teller machines (ATMs) as part of its overall branch network. Certain transactions performed at the ATMs require customers to acknowledge and pay a fee for the requested service. Certain ATM fees are disclosed in the deposit account agreement fee schedules, whereas those assessed to non-Rockland Trust deposit holders are solely determined during the transaction at the machine.

The ATM fee is a fixed dollar per transaction amount, and as such, is recognized concurrently with the overall daily processing and settlement of the ATM activity.

Investment Management - Wealth Management and Advisory Services

The Company offers investment management and trust services to individuals, institutions, small businesses and charitable institutions. Each investment management product is governed by its own contract along with a separate identifiable fee schedule unique to that product. The Company also offers additional services, such as estate settlement, financial planning, tax services and other special services quoted at the client's request.

The asset management and/or custody fees are based upon a percentage of the monthly valuation of the principal assets in the customer's account, whereas fees for additional or special services are fixed in nature and are charged as services are rendered. As the fees are dependent on assets under management, which are susceptible to market factors outside of the Company's control, this variable consideration is constrained and therefore no revenue is estimated at contract initiation. As such, all revenue is recognized in correlation to the monthly management fee determinations or as transactional services are provided. Due to the fact that payments are primarily made subsequent to the valuation period, the Company records a receivable for revenue earned but not received. The following table provides the amount of investment management revenue earned but not received as of the dates indicated:

September 30, 2021 December 31, 2020
(Dollars in thousands)
Receivables, included in other assets $ 5,292 $ 4,636


	June 30, 2022		December 31, 2021
	(Dollars in thousands)
Receivables, included in other assets	$	5,124	$	5,385

Investment Management - Retail Investments and Insurance Revenue

The Company offers the sale of mutual fund shares, unit investment trust shares, general securities, fixed and variable annuities and life insurance products through registered representatives who are both employed by the Company and licensed and contracted with various broker general agents to offer these products to the Company’s customer base. As such, the Company performs these services as an agent and earns a fixed commission on the sales of these products and services. To a lesser degree, production bonus commissions can also be earned based upon the Company meeting certain volume thresholds.

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In general, the Company recognizes commission revenue at the point of sale, and for certain insurance products, may also earn and recognize annual residual commissions commensurate with annual premiums being paid.

Merchant Processing Income

The Company refers customers to third party merchant processing partners in exchange for commission and fee income. The income earned is comprised of multiple components, including a fixed referral fee per each referred customer, a rebate amount determined primarily as a percentage of net revenue earned by the third party from services provided to each referred customer, and overall production bonus commissions if certain new account production thresholds are met. Merchant processing income is recognized in conjunction with either completing the referral to earn the fixed fee amount or as the merchant activity is processed to derive the Company's rebate and/or production bonus amounts.

Credit Card Income

The Company provides consumer and business credit card solutions to its customers by soliciting new accounts on behalf of a third party credit card provider in exchange for a fee. The income earned is comprised of new account incentive payments as well as a percentage of interchange income earned by the third party provider offering the consumer and business purpose revolving credit accounts. The credit card income is recognized in conjunction with the establishment of each new credit card member or as the interchange is earned by the third party in connection with net purchase transactions made by the credit card member.

Other Noninterest Income

The Company earns various types of other noninterest income that fall within the scope of the new revenue recognition rules, and have been aggregated into one general revenue stream in the table noted above. This amount includes, but is not limited to, the following types of revenue with customers:

Safe Deposit Rent

The Company rents out the use of safe deposit boxes to its customers, which can be accessed when the bank is open for business. The safe deposit box rental fee is paid upfront and is recognized as revenue ratably over the annual term of the contract.

1031 Exchange Fee Revenue

The Company provides like-kind exchange services pursuant to Section 1031 of the Internal Revenue Code. Fee income is recognized in conjunction with completing the exchange transactions.

Foreign Currency

The Company earns fee income associated with various transactions related to foreign currency product offerings, including foreign currency bank notes and drafts and foreign currency wires. The majority of this income is derived from commissions earned related to customers executing the above mentioned foreign currency transactions through arrangements with third party correspondents.

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NOTE 9 - OTHER COMPREHENSIVE INCOME (LOSS)

The following tables present a reconciliation of the changes in the components of other comprehensive income (loss) for the periods indicated, including the amount of income tax (expense) benefit allocated to each component of other comprehensive income (loss):


		Three Months Ended September 30, 2021						Nine Months Ended September 30, 2021							Three Months Ended June 30, 2022						Six Months Ended June 30, 2022
		Pre Tax Amount		Tax (Expense) Benefit		After Tax Amount		Pre Tax Amount		Tax (Expense) Benefit		After Tax Amount			Pre-Tax Amount		Tax (Expense) Benefit		After Tax Amount		Pre-Tax Amount		Tax (Expense) Benefit		After Tax Amount
		(Dollars in thousands)													(Dollars in thousands)
Change in fair value of securities available for sale	Change in fair value of securities available for sale	$	(10,337)	$	2,440	$	(7,897)	$	(15,589)	$	3,711	$	(11,878)	Change in fair value of securities available for sale	$	(30,734)	$	7,000	$	(23,734)	$	(112,353)	$	26,063	$	(86,290)
Less: net security losses reclassified into other noninterest expense	Less: net security losses reclassified into other noninterest expense	—		—		—		—		—		—		Less: net security losses reclassified into other noninterest expense	—		—		—		—		—		—
Net change in fair value of securities available for sale	Net change in fair value of securities available for sale	(10,337)		2,440		(7,897)		(15,589)		3,711		(11,878)		Net change in fair value of securities available for sale	(30,734)		7,000		(23,734)		(112,353)		26,063		(86,290)

Change in fair value of cash flow hedges	Change in fair value of cash flow hedges	84		(23)		61		(2,214)		624		(1,590)		Change in fair value of cash flow hedges	(7,126)		2,004		(5,122)		(27,606)		7,772		(19,834)
Less: net cash flow hedge gains reclassified into interest income or interest expense	Less: net cash flow hedge gains reclassified into interest income or interest expense	4,791		(1,347)		3,444		13,869		(3,900)		9,969		Less: net cash flow hedge gains reclassified into interest income or interest expense	3,515		(988)		2,527		8,020		(2,255)		5,765

Net change in fair value of cash flow hedges	Net change in fair value of cash flow hedges	(4,707)		1,324		(3,383)		(16,083)		4,524		(11,559)		Net change in fair value of cash flow hedges	(10,641)		2,992		(7,649)		(35,626)		10,027		(25,599)

Net unamortized gain related to defined benefit pension and other postretirement adjustments arising during the period		—		—		—		653		(184)		469

Amortization of net actuarial losses	Amortization of net actuarial losses	346		(97)		249		1,037		(291)		746		Amortization of net actuarial losses	158		(44)		114		317		(89)		228
Amortization of net prior service costs	Amortization of net prior service costs	44		(13)		31		131		(37)		94		Amortization of net prior service costs	9		(2)		7		19		(5)		14

Net change in other comprehensive income for defined benefit postretirement plans (1)	Net change in other comprehensive income for defined benefit postretirement plans (1)	390		(110)		280		1,821		(512)		1,309		Net change in other comprehensive income for defined benefit postretirement plans (1)	167		(46)		121		336		(94)		242
Total other comprehensive loss	Total other comprehensive loss	$	(14,654)	$	3,654	$	(11,000)	$	(29,851)	$	7,723	$	(22,128)	Total other comprehensive loss	$	(41,208)	$	9,946	$	(31,262)	$	(147,643)	$	35,996	$	(111,647)

~~Table of~~ ~~Contents~~


		Three Months Ended September 30, 2020						Nine Months Ended September 30, 2020							Three Months Ended June 30, 2021						Six Months Ended June 30, 2021
		Pre Tax Amount		Tax (Expense) Benefit		After Tax Amount		Pre Tax Amount		Tax (Expense) Benefit		After Tax Amount			Pre-Tax Amount		Tax (Expense) Benefit		After Tax Amount		Pre-Tax Amount		Tax (Expense) Benefit		After Tax Amount
		(Dollars in thousands)													(Dollars in thousands)
Change in fair value of securities available for sale	Change in fair value of securities available for sale	$	(857)	$	148	$	(709)	$	13,598	$	(3,265)	$	10,333	Change in fair value of securities available for sale	$	5,109	$	(1,316)	$	3,793	$	(5,252)	$	1,271	$	(3,981)
Less: net security losses reclassified into other noninterest expense	Less: net security losses reclassified into other noninterest expense	—		—		—		—		—		—		Less: net security losses reclassified into other noninterest expense	—		—		—		—		—		—
Net change in fair value of securities available for sale	Net change in fair value of securities available for sale	(857)		148		(709)		13,598		(3,265)		10,333		Net change in fair value of securities available for sale	5,109		(1,316)		3,793		(5,252)		1,271		(3,981)

Change in fair value of cash flow hedges	Change in fair value of cash flow hedges	(143)		41		(102)		37,674		(10,597)		27,077		Change in fair value of cash flow hedges	2,481		(697)		1,784		(2,298)		647		(1,651)
Less: net cash flow hedge gains reclassified into interest income or interest expense	Less: net cash flow hedge gains reclassified into interest income or interest expense	4,339		(1,220)		3,119		9,901		(2,784)		7,117		Less: net cash flow hedge gains reclassified into interest income or interest expense	4,698		(1,321)		3,377		9,078		(2,553)		6,525
Less: loss on termination of hedge reclassified into noninterest expense		(684)		192		(492)		(684)		192		(492)

Net change in fair value of cash flow hedges	Net change in fair value of cash flow hedges	(3,798)		1,069		(2,729)		28,457		(8,005)		20,452		Net change in fair value of cash flow hedges	(2,217)		624		(1,593)		(11,376)		3,200		(8,176)

Net unamortized loss related to defined benefit pension and other postretirement adjustments arising during the period		(2)		1		(1)		(1,392)		392		(1,000)
Net unamortized gain related to defined benefit pension and other postretirement adjustments arising during the period														Net unamortized gain related to defined benefit pension and other postretirement adjustments arising during the period	—		—		—		653		(184)		469

Amortization of net actuarial losses	Amortization of net actuarial losses	245		(69)		176		736		(207)		529		Amortization of net actuarial losses	249		(70)		179		691		(194)		497
Amortization of net prior service costs	Amortization of net prior service costs	69		(19)		50		207		(58)		149		Amortization of net prior service costs	43		(12)		31		87		(24)		63

Net change in other comprehensive income for defined benefit postretirement plans (1)	Net change in other comprehensive income for defined benefit postretirement plans (1)	312		(87)		225		(449)		127		(322)		Net change in other comprehensive income for defined benefit postretirement plans (1)	292		(82)		210		1,431		(402)		1,029
Total other comprehensive income (loss)	Total other comprehensive income (loss)	$	(4,343)	$	1,130	$	(3,213)	$	41,606	$	(11,143)	$	30,463	Total other comprehensive income (loss)	$	3,184	$	(774)	$	2,410	$	(15,197)	$	4,069	$	(11,128)

(1)The amortization of prior service costs is included in the computation of net periodic pension cost as disclosed in Note 1514 "Employee Benefit Plans" within the Notes to the Consolidated Financial Statements included in Item 8 of the Company's ~~2020~~2021 Form 10-K.

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Information on the Company’s accumulated other comprehensive income (loss), net of tax, is comprised of the following components as of the dates indicated:


		Unrealized Gain (Loss) on Securities		Unrealized Gain (Loss) on Cash Flow Hedge		Defined Benefit Postretirement Plans			Accumulated Other Comprehensive Income (Loss)			Unrealized Gain (Loss) on Securities		Unrealized Gain (Loss) on Cash Flow Hedge		Defined Benefit Postretirement Plans		Accumulated Other Comprehensive Income (Loss)
		(Dollars in thousands)						(Dollars in thousands)
		2021						2022
Beginning balance: January 1, 2022											Beginning balance: January 1, 2022	$	(9,667)	$	14,137	$	(2,287)	$	2,183
Net change in other comprehensive income (loss)											Net change in other comprehensive income (loss)	(86,290)		(25,599)		242		(111,647)
Ending balance: June 30, 2022											Ending balance: June 30, 2022	$	(95,957)	$	(11,462)	$	(2,045)	$	(109,464)
												2021
Beginning balance: January 1, 2021	Beginning balance: January 1, 2021	$	13,255	$	33,276	$	(5,836)		$	40,695	Beginning balance: January 1, 2021	$	13,255	$	33,276	$	(5,836)	$	40,695
Net change in other comprehensive income (loss)		(11,878)		(11,559)		1,309			(22,128)
Ending balance: September 30, 2021		$	1,377	$	21,717	$	(4,527)		$	18,567
		2020
Beginning balance: January 1, 2020		$	4,398	$	16,479	$	(2,708)		$	18,169

Net change in other comprehensive income (loss)	Net change in other comprehensive income (loss)	10,333		20,452		(322)			30,463		Net change in other comprehensive income (loss)	(3,981)		(8,176)		1,029		(11,128)
Ending balance: September 30, 2020		$	14,731	$	36,931	$	(3,030)		$	48,632
Ending balance: June 30, 2021											Ending balance: June 30, 2021	$	9,274	$	25,100	$	(4,807)	$	29,567

NOTE 10 - COMMITMENTS AND CONTINGENCIES

Financial Instruments with Off-Balance Sheet Risk

In the normal course of business, the Company enters into various transactions to meet the financing needs of its customers, which, in accordance with GAAP, are not included in its consolidated balance sheets. These transactions include commitments to extend credit and standby letters of credit, and loan exposures with recourse, which involve, to varying degrees, elements of credit risk and interest rate risk in excess of the amounts recognized in the consolidated balance sheets. The Company minimizes its exposure to loss under these commitments by subjecting them to credit approval and monitoring procedures.

~~Table of~~ ~~Contents~~

The Company enters into contractual commitments to extend credit, normally with fixed expiration dates or termination clauses, at specified rates and for specific purposes. Substantially all of these commitments to extend credit are contingent upon customers maintaining specific credit standards at the time of loan funding.

The Company has certain loan exposures for which there is recourse. These loan relationships could require the Company to repurchase or cover certain losses per agreements for certain loans that are either sold or referred to third parties.

Standby letters of credit are written conditional commitments issued to guarantee the performance of a customer to a third party. In the event the customer does not perform in accordance with the terms of the agreement with the third party, the Company would be required to fund the commitment. The maximum potential amount of future payments the Company could be required to make is represented by the contractual amount of the commitment. If the commitment were funded, the Company would be entitled to seek recovery from the customer. The Company’s policies generally require that standby letter of credit arrangements contain security and debt covenants similar to those contained in loan agreements.

The fees collected in connection with the issuance of standby letters of credit are representative of the fair value of the Company's obligation undertaken in issuing the guarantee. In accordance with applicable accounting standards related to guarantees, fees collected in connection with the issuance of standby letters of credit are deferred. The fees are then recognized in income proportionately over the life of the standby letter of credit agreement. The deferred standby letter of credit fees represent the fair value of the Company's potential obligations under the standby letter of credit guarantees.

The following table summarizes the above financial instruments at the dates indicated:


		September 30, 2021		December 31, 2020			June 30, 2022		December 31, 2021
		(Dollars in thousands)					(Dollars in thousands)
Commitments to extend credit	Commitments to extend credit	$	3,591,456	$	3,301,692	Commitments to extend credit	$	4,604,012	$	4,535,895
Standby letters of credit	Standby letters of credit	20,081		20,686		Standby letters of credit	25,445		24,412
Deferred standby letter of credit fees	Deferred standby letter of credit fees	146		164		Deferred standby letter of credit fees	210		124
Loan exposures with recourse		208,833		303,265
Loan exposures sold with recourse						Loan exposures sold with recourse	178,510		202,717

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Lease Commitments

The Company leases office space, space for ATM locations, and certain branch locations under noncancellable operating leases. Se~~veral~~Several of these leases contain renewal options to extend lease terms for a period of 31 to 1020 years. During the ~~fourth~~first quarter of ~~2020,~~2022, the Company recognized ~~$4.8~~approximately $4.4 million in ~~lease termination~~ costs associated with ~~two branch closure decisions.~~several terminated leased locations acquired from Meridian that were subsequently exited. These ~~termination fees were paid by~~costs are reflected within merger and acquisition expense in the ~~Company during the second quarter~~Consolidated Statement of ~~2021.~~Income.

There has been no significant change in the future minimum lease payments payable by the Company since December 31, ~~2020.~~2021. See the Company's ~~2020~~2021 Form 10-K for information regarding leases and other commitments.

Other Contingencies

At ~~September~~June 30, ~~2021,~~2022, the Bank was involved in pending lawsuits that arose in the ordinary course of business. Management has reviewed these pending lawsuits with legal counsel and has taken into consideration the view of counsel as to their outcome. In the opinion of management, the final disposition of pending lawsuits is not expected to have a material adverse effect on the Company’s financial position or results of operations.

Historically, the Bank was required to maintain certain reserve requirements of vault cash and/or deposits with the Federal Reserve Bank of Boston, however the reserve requirement was reduced to zero by the Federal Reserve during the first quarter of 2020 in response to the COVID-19 pandemic, and as such, there was no reserve requirement at September 30, 2021 or at December 31, 2020.

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NOTE 11 - LOW INCOME HOUSING PROJECT INVESTMENTS

The Company has invested in low income housing projects that generate Low Income Housing Tax Credits (“LIHTC”) which provide the Company with tax credits and operating loss tax benefits over a period of approximately 15 years. None of the original investment is expected to be repaid.

The following table presents certain information related to the Company's investments in low income housing projects as of the dates indicated:


		September 30 2021			December 31 2020			June 30 2022			December 31 2021
		(Dollars in thousands)						(Dollars in thousands)
Original investment value	Original investment value	$	162,879		$	128,752	Original investment value	$	183,953		$	179,481
Current recorded investment	Current recorded investment	121,992			97,435		Current recorded investment	133,086			135,497
Unfunded liability obligation	Unfunded liability obligation	74,157			49,586		Unfunded liability obligation	64,241			73,336
Tax credits and benefits	Tax credits and benefits	14,251		(1)	9,404		Tax credits and benefits	17,477		(1)	14,198
Discrete tax adjustment		1,572		(2)	n/a
Adjusted tax credits and benefits		15,823			9,404
Amortization of investments	Amortization of investments	12,437		(1)	7,552		Amortization of investments	13,968		(1)	11,892
Net income tax benefit	Net income tax benefit	3,386		(1)	1,852		Net income tax benefit	3,509		(1)	2,306

(1)Amounts shown represent the estimated full year impact for the year ended December 31, ~~2021.~~

~~(2)Discrete adjustment recognized for difference in actual benefits as reported on Schedule K-1 versus estimated benefits for the year ended December 31, 2020.~~

~~NOTE 12 - SUBSEQUENT EVENTS~~

On October 29, 2021, the Company sold one large commercial and industrial loan relationship, the aggregate balance of which totaled $15.8 million as of September 30, 2021 and was included within non-performing assets. The Company expects to recognize a gain of approximately $2.5 million based on proceeds from the sale.

2022.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion should be read in conjunction with the consolidated financial statements, notes and tables included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, ~~2020,~~2021, filed with the Securities and Exchange Commission (the ~~"2020~~"2021 Form 10-K").

Cautionary Statement Regarding Forward-Looking Statements

This Quarterly Report on Form 10-Q (this "Report"), in Management's Discussion and Analysis of Financial Condition and Results of Operations and elsewhere, contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements are not historical facts and include expressions about management’s confidence and strategies and management’s expectations about new and existing programs and products, acquisitions, relationships, opportunities, taxation, technology, market conditions and economic expectations. These statements may be identified by forward-looking terminology such as “should,” “could,” “will,” “may,” “expect,” “believe,” “forecast,” “view,” “opportunity,” “allow,” “continues,” “reflects,” “typically,” “usually,” “anticipate,” “estimate,” “intend,” or similar statements or variations of such terms. Such forward-looking statements involve certain risks and uncertainties and our actual results may differ materially from such forward-looking statements. Factors that may cause actual results to differ materially from those contemplated by such forward-looking statements, in addition to those risk factors listed under the “Risk Factors” section of the ~~2020~~2021 Form 10-K, ~~and the Quarterly Reports on Form 10-Q for the periods ended March 31, 2021 and June 30, 2021~~ include but are not limited to:

•further weakening in the United States economy in general and the regional and local economies within the New England region and the Company’s market area, including any future weakening caused by the COVID-19 pandemic and ~~variables such as global supply chain disruptions, labor shortages and inflation;~~

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•any uncertainty regarding the length and extent of economic contraction as a result of the ~~COVID-19 pandemic~~pandemic;

•the potential effects of inflationary pressures, labor market shortages and ~~variables such as global~~ supply chain ~~disruptions, labor shortages~~issues;

•the instability or volatility in financial markets and ~~stoppages~~unfavorable general economic or business conditions, globally, nationally or regionally, caused by geopolitical concerns, including as a result of the conflict between Russia and ~~inflation (which could adversely impact us or our customers or suppliers);~~Ukraine;

•unanticipated loan delinquencies, loss of collateral, decreased service revenues, and other potential negative effects on our business caused by severe weather, pandemics or other external events;

•adverse changes or volatility in the local real estate market;

•adverse changes in asset quality and any unanticipated credit deterioration in our loan portfolio including those related to one or more large commercial relationships;

•~~failure to consummate or a delay in consummating the acquisition of Meridian Bancorp, Inc. ("Meridian"), which is subject to standard closing conditions, including the receipt of regulatory approvals;~~

•acquisitions ~~including the acquisition of Meridian,~~ may not produce results at levels or within time frames originally anticipated and may result in unforeseen integration issues or impairment of goodwill and/or other intangibles;

•additional regulatory oversight and related compliance ~~costs, including the additional costs associated with the Company's increase in assets to over $10 billion;~~costs;

•changes in trade, monetary and fiscal policies and laws, including interest rate policies of the Board of Governors of the Federal Reserve System;

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•higher than expected tax expense, resulting from failure to comply with general tax laws and changes in tax laws;

•changes in market interest rates for interest earning assets and/or interest bearing liabilities and changes related to the phase-out of LIBOR;

•increased competition in the Company’s market areas;

•adverse weather, changes in climate, natural disasters, geopolitical concerns, including those arising from the conflict between Russia and Ukraine;

•the emergence of widespread health emergencies or pandemics, including the magnitude and duration of the COVID-19 pandemic, other public health crises or man-made events, ~~could negatively affect our~~and their impact on the Company's local economies or ~~disrupt our operations, which would have an adverse effect on our business or results of~~the Company's operations;

•a deterioration in the conditions of the securities markets;

•a deterioration of the credit rating for U.S. long-term sovereign debt;

•inability to adapt to changes in information technology, including changes to industry accepted delivery models driven by a migration to the internet as a means of service delivery;

•electronic fraudulent activity within the financial services industry, especially in the commercial banking sector;

•adverse changes in consumer spending and savings habits;

•~~the inability to retain customers and employees, including those of previous and pending mergers;~~

•the effect of laws and regulations regarding the financial services industry;

•changes in laws and regulations (including laws and regulations concerning taxes, banking, securities and insurance) generally applicable to the Company’s business;

•the Company's potential judgments, claims, damages, penalties, fines and reputational damage resulting from pending or future litigation and regulatory and government actions, including as a result of our participation in and execution of government programs related to the COVID-19 pandemic;

•changes in accounting policies, practices and standards, as may be adopted by the regulatory agencies as well as the Public Company Accounting Oversight Board, the Financial Accounting Standards Board, and other accounting standard setters including, but not limited to, changes to how the Company accounts for credit losses;

•cyber security attacks or intrusions that could adversely impact our businesses; and

•other unexpected material adverse changes in our operations or earnings.

Further, the foregoing factors may be exacerbated by the ultimate impact of the COVID-19 pandemic, which isremains unknown at this time particularly given the threats posed by the rise and spread of variants of the virus that causes COVID-19. Statements about the COVID-19 pandemic and its potential impact on our business, financial condition, liquidity and results of operations may constitute forward-looking statements and are subject to the risk that actual results may differ, possibly materially, from what is reflected in such statements due to factors and future developments that are uncertain, unpredictable and, in many cases, beyond ~~our~~the Company's control, including the scope, duration and extent of the pandemic and any further resurgences, ~~vaccination rates,~~the efficacy, availability and public acceptance of vaccines, boosters or other treatments, actions taken by governmental authorities in response to the pandemic and the direct and indirect impact of these actions and the pandemic generally on the Company’s employees, customers, business and third-parties with which the Company conducts business.

Except as required by law, the Company disclaims any intent or obligation to update publicly any such forward-looking statements, whether in response to new information, future events or otherwise. Any public statements or disclosures by the Company following this Report which modify or impact any of the forward-looking statements contained in this Report will be deemed to modify or supersede such statements in this Report.

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Selected Quarterly Financial Data

The selected consolidated financial and other data of the Company set forth below does not purport to be complete and should be read in conjunction with, and is qualified in its entirety by, the more detailed information, including the Consolidated Financial Statements and related notes, appearing elsewhere in this Report.


					Three Months Ended																Three Months Ended
		September 30 2021			June 30 2021			March 31 2021			December 31 2020			September 30 2020				June 30 2022			March 31 2022			December 31 2021			September 30 2021			June 30 2021
		(Dollars in thousands, except per share data)																(Dollars in thousands, except per share data)
Financial condition data	Financial condition data																Financial condition data
Securities	Securities	$	2,318,757		$	1,682,751		$	1,431,430		$	1,162,317		$	1,106,782		Securities	$	2,934,956		$	2,861,739		$	2,664,859		$	2,318,757		$	1,682,751
Loans	Loans	8,808,013			8,938,988			9,246,691			9,392,866			9,405,193			Loans	13,675,764			13,580,027			13,587,286			8,808,013			8,938,988
Allowance for credit losses	Allowance for credit losses	(92,246)			(102,357)			(107,549)			(113,392)			(115,625)			Allowance for credit losses	(144,319)			(144,518)			(146,922)			(92,246)			(102,357)
Goodwill and other intangible assets	Goodwill and other intangible assets	525,261			526,576			527,894			529,313			530,749			Goodwill and other intangible assets	1,013,917			1,015,831			1,017,844			525,261			526,576
Total assets	Total assets	14,533,311			14,194,207			13,773,914			13,204,301			13,173,665			Total assets	19,982,450			20,159,178			20,423,405			14,533,311			14,194,207
Total deposits	Total deposits	12,260,140			11,986,971			11,593,524			10,993,170			10,851,308			Total deposits	16,639,548			16,763,392			16,917,044			12,260,140			11,986,971
Total borrowings	Total borrowings	157,045			171,713			176,387			181,060			295,734			Total borrowings	138,344			138,328			152,374			157,045			171,713
Stockholders’ equity	Stockholders’ equity	1,755,954			1,741,622			1,715,371			1,702,685			1,689,724			Stockholders’ equity	2,871,185			2,965,439			3,018,449			1,755,954			1,741,622
Nonperforming loans	Nonperforming loans	45,810			47,818			59,201			66,861			98,025			Nonperforming loans	55,915			56,618			27,820			45,810			47,818
Nonperforming assets	Nonperforming assets	45,810			47,818			59,201			66,861			98,025			Nonperforming assets	55,915			56,618			27,820			45,810			47,818
Income statement	Income statement																Income statement
Interest income	Interest income	$	93,016		$	96,702		$	99,637		$	96,805		$	97,919		Interest income	$	148,123		$	140,619		$	125,921		$	93,016		$	96,702
Interest expense	Interest expense	2,925			3,348			4,053			5,362			7,036			Interest expense	3,262			3,187			3,391			2,925			3,348
Net interest income	Net interest income	90,091			93,354			95,584			91,443			90,883			Net interest income	144,861			137,432			122,530			90,091			93,354
Provision for credit losses	Provision for credit losses	(10,000)			(5,000)			(2,500)			—			7,500			Provision for credit losses	—			(2,000)			35,705			(10,000)			(5,000)
Noninterest income	Noninterest income	26,457			24,967			25,246			27,468			29,347			Noninterest income	27,898			26,272			29,180			26,457			24,967
Noninterest expenses	Noninterest expenses	72,419			73,302			69,682			73,727			66,658			Noninterest expenses	90,562			95,500			117,126			72,419			73,302
Net income	Net income	40,007			37,572			41,711			34,641			34,873			Net income	61,776			53,097			1,702			40,007			37,572
Per share data	Per share data																Per share data
Net income—basic	Net income—basic	$	1.21		$	1.14		$	1.26		$	1.05		$	1.06		Net income—basic	$	1.32		$	1.12		$	0.04		$	1.21		$	1.14
Net income—diluted	Net income—diluted	1.21			1.14			1.26			1.05			1.06			Net income—diluted	1.32			1.12			0.04			1.21			1.14
Cash dividends declared	Cash dividends declared	0.48			0.48			0.48			0.46			0.46			Cash dividends declared	0.51			0.51			0.48			0.48			0.48
Book value per share	Book value per share	53.14			52.72			51.94			51.65			51.27			Book value per share	62.32			62.59			63.75			53.14			52.72
Tangible book value per share (1)	Tangible book value per share (1)	37.24			36.78			35.96			35.59			35.17			Tangible book value per share (1)	40.31			41.15			42.25			37.24			36.78
Performance ratios	Performance ratios																Performance ratios
Return on average assets	Return on average assets	1.11		%	1.08		%	1.26		%	1.04		%	1.07		%	Return on average assets	1.24		%	1.06		%	0.04		%	1.11		%	1.08		%
Return on average common equity	Return on average common equity	9.04		%	8.70		%	9.87		%	8.10		%	8.21		%	Return on average common equity	8.49		%	7.16		%	0.28		%	9.04		%	8.70		%
Net interest margin (on a fully tax equivalent basis)	Net interest margin (on a fully tax equivalent basis)	2.78		%	2.99		%	3.25		%	3.10		%	3.13		%	Net interest margin (on a fully tax equivalent basis)	3.27		%	3.09		%	3.05		%	2.78		%	2.99		%
Dividend payout ratio	Dividend payout ratio	39.64		%	42.19		%	36.35		%	43.76		%	43.45		%	Dividend payout ratio	39.11		%	42.80		%	931.90		%	39.64		%	42.19		%
Asset Quality Ratios	Asset Quality Ratios																Asset Quality Ratios
Nonperforming loans as a percent of gross loans	Nonperforming loans as a percent of gross loans	0.52		%	0.53		%	0.64		%	0.71		%	1.04		%	Nonperforming loans as a percent of gross loans	0.41		%	0.42		%	0.20		%	0.52		%	0.53		%
Nonperforming assets as a percent of total assets	Nonperforming assets as a percent of total assets	0.32		%	0.34		%	0.43		%	0.51		%	0.74		%	Nonperforming assets as a percent of total assets	0.28		%	0.28		%	0.14		%	0.32		%	0.34		%
Allowance for credit losses as a percent of total loans	Allowance for credit losses as a percent of total loans	1.05		%	1.15		%	1.16		%	1.21		%	1.23		%	Allowance for credit losses as a percent of total loans	1.06		%	1.06		%	1.08		%	1.05		%	1.15		%
Allowance for credit losses as a percent of nonperforming loans	Allowance for credit losses as a percent of nonperforming loans	201.37		%	214.06		%	181.67		%	169.59		%	117.95		%	Allowance for credit losses as a percent of nonperforming loans	258.10		%	255.25		%	528.12		%	201.37		%	214.06		%
Capital ratios	Capital ratios																Capital ratios

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Equity to assets	Equity to assets	12.08	%	12.27	%	12.45	%	12.89	%	12.83	%	Equity to assets	14.37	%	14.71	%	14.78	%	12.08	%	12.27	%
Tangible equity to tangible assets (1)	Tangible equity to tangible assets (1)	8.79	%	8.89	%	8.96	%	9.26	%	9.17	%	Tangible equity to tangible assets (1)	9.79	%	10.18	%	10.31	%	8.79	%	8.89	%
Tier 1 leverage capital ratio	Tier 1 leverage capital ratio	9.36	%	9.41	%	9.63	%	9.56	%	9.52	%	Tier 1 leverage capital ratio	10.42	%	10.62	%	12.03	%	9.36	%	9.41	%
Common equity tier 1 capital ratio	Common equity tier 1 capital ratio	13.53	%	13.31	%	13.16	%	12.67	%	12.41	%	Common equity tier 1 capital ratio	13.90	%	14.45	%	14.30	%	13.53	%	13.31	%
Tier 1 risk-based capital ratio	Tier 1 risk-based capital ratio	14.21	%	13.98	%	13.85	%	13.34	%	13.08	%	Tier 1 risk-based capital ratio	13.90	%	14.45	%	14.30	%	14.21	%	13.98	%
Total risk-based capital ratio	Total risk-based capital ratio	15.78	%	15.67	%	15.61	%	15.13	%	14.87	%	Total risk-based capital ratio	15.62	%	16.18	%	16.04	%	15.78	%	15.67	%

(1) Represents a non-GAAP measure. For reconciliation to GAAP book value per share, see Item 2 "Management's Discussion and Analysis of Financial Condition and Results of Operations - Executive Level Overview - Non-GAAP Measures" below.

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Executive Level Overview

Management evaluates the Company's operating results and financial condition using measures that include net income, earnings per share, return on assets and equity, return on tangible common equity, net interest margin, tangible book value per share, asset quality indicators, and many others. These metrics are used by management to make key decisions regarding the Company's balance sheet, liquidity, interest rate sensitivity, and capital resources and assist with identifying opportunities for improving the Company's financial position or operating results. The Company is focused on organic growth, but will also consider acquisition opportunities that ~~can~~are expected to provide a satisfactory financial ~~return.~~

~~On April 22, 2021~~return, including the ~~Company announced the signing~~recent acquisition of ~~a definitive merger agreement under which the Company will acquire~~ Meridian ~~with the Company as the surviving entity,~~Bancorp, Inc. ("Meridian") and its subsidiary, East Boston Savings Bank ~~will merge with and into Rockland Trust (the “Merger Agreement”~~("EBSB"). Under the Merger Agreement, each share of Meridian common stock will be exchanged for 0.2750 shares of the Company’s common stock. The transaction is intended to qualify as a tax-free reorganization for federal income tax purposes and to provide Meridian stockholders with a tax-free exchange for the Company common stock consideration they will receive in the merger. The Company anticipates issuing approximately 14.2 million shares of its common stock in the merger. Based upon the closing price of $79.57 per share of the Company’s common stock on April 21, 2021, the transaction is valued at approximately $1.15 billion. The closing of the Meridian acquisition,, which ~~is expected to occur during~~closed in the fourth quarter of 2021, was approved by the Company's shareholders and by Meridian's stockholders on August 5, 2021, and remains subject to required regulatory approvals and satisfaction of other customary closing conditions set forth in the Merger Agreement.2021.

~~During~~Second Quarter 2022 Results

Net income for the ~~ongoing COVID-19 pandemic,~~three months ended June 30, 2022 was $61.8 million, or $1.32 on a diluted earnings per share basis, as compared to $37.6 million, or $1.14 on a diluted earnings per share basis, for the ~~Company has been~~three months ended June 30, 2021, representing an increase of 64.4% and ~~remains committed~~15.8%, respectively. Full year-to-date net income for the six months ended June 30, 2022 was $114.9 million, or $2.44 on a diluted earnings per share basis, as compared to ~~supporting~~$79.3 million, or $2.40 on a diluted earnings per share basis, for the six months ended June 30, 2021, representing an increase of 44.9% and ~~working~~1.7%, respectively. First half 2022 results reflect merger-related costs of $7.1 million, pre-tax, associated with ~~its customers~~the Meridian acquisition, as ~~they navigate~~compared to $1.7 million during the same prior year period. Excluding these ~~unprecedented times. The Company has abided by government mandates requiring~~merger and acquisition costs, operating net income was $120.0 million, or $2.55 on a ~~temporary moratorium~~diluted per share basis, for the six months ended June 30, 2022, as compared to $80.5 million, or $2.44 on ~~foreclosures and has offered~~ a ~~variety~~diluted per share basis for the six months ended June 30, 2021. See "Non-GAAP Measures" below for a reconciliation of relief measures to its customers consistent with prudent banking principles and regulatory guidance. These relief measures have included temporary deferrals of loan payments, waiving certain fees and permitting customers easier access to their deposits. The Company’s charitable foundations have engaged and will continue to engage in outreach to local communities during this difficult time and have committed funds to be made available to key nonprofits with urgent needs, such as local food banks. The Company concluded its participation in the government-sponsored Paycheck Protection Program ("PPP"), designed to help deploy stimulus funds in the form of loans to businesses within the community, after the second round PPP closed to new applicants. During the first half of 2021, the Company funded an additional $370.0 million of PPP loans in the second round of the program.non-GAAP measures.

~~While~~Second quarter 2022 results reflected the ~~full macroeconomic impacts of~~following key drivers:

•4.9% annualized net loan growth, when excluding PPP runoff, driven primarily by strong consumer loan activity;

•Modest cash deployment into the ~~COVID-19 pandemic have yet to be fully determined,~~securities portfolio, which resulted in enhanced profitability;

•Improved net interest margin when excluding purchase accounting and PPP related impact;

•Strong core deposit account openings, with an overall conditions have begun to improve as a result of vaccine availability, leading to the re-opening of businesses and loosening of certain travel restrictions and social distancing measures. Despite the observed improvements, the future outlook of the COVID-19 pandemic remains highly dependent on the speed of vaccine administration, the efficacy of the vaccines and the possibilityreduction in deposit balances driven primarily by lower time deposit balances;

•Zero provision for ~~resurgences of COVID-19 or other variants of the virus, including the Delta variant. As a result, the Company is not able to provide any assurances that the Company’s earnings,~~credit losses, driven primarily by continued strong asset quality ~~regulatory capital ratios~~metrics;

•Solid fee income results;

•Modest increase in operating expenses for the quarter, when excluding $7.1 million of merger and ~~economic condition will not be materially adversely impacted on a short term or long term basis.~~acquisition expenses incurred during the prior quarter, driven primarily by increased incentive compensation, salaries and benefits and consulting costs;

•1.3 million shares were repurchased under the Company's share repurchase program.

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Interest-Earning Assets

The results depicted in the following table reflect the trend of the Company's interest-earning assets over the past five quarters. Management’s asset strategy typically emphasizes loan growth, however, the mix of interest earning assets has experienced volatility over the last five quarters due to the unique operating ~~environment. With significant growth in deposits over this time period, along with over $400 million~~environment, as well as the Company's acquisition of ~~PPP loans being forgiven and repaid~~Meridian during the first three quarters of 2021, securities and interest earning cash balances have increased significantly, while loan growth has been challenging due to elevated payoffs and lower line utilization. However, during the thirdfourth quarter of ~~2021,~~2021. The following table summarizes the ~~Company continued to execute its strategy to deploy excess cash balances into investment securities, resulting in net growth~~Company's interest-earning assets as of the ~~securities portfolio of $636.0 million, or 37.8%, from the prior quarter.~~periods indicated.

Management strives to be disciplined about loan pricing and considers interest rate sensitivity when generating loan assets. In addition, management takes a disciplined approach to credit underwriting, seeking to avoid undue credit risk and ~~loan~~credit losses.

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Funding and Net Interest Margin

The Company's overall sources of funding reflect strong business and retail deposit growth with a management emphasis on core deposit growth to fund loans. During the third quarter of 2021, the Company realized growth in deposits, which increased $273.2 million, or 2.3%, from June 30, 2021 to $12.3 billion at September 30, 2021, reflecting continued robust new account activity in both consumer and business products, as well as increases on existing balances. Core deposits remained at 92.0% of total deposits at September 30, 2021, as higher-cost time deposits continued to run-off. The following chart shows the sources of funding and the percentage of core deposits to total deposits for the trailing five quarters:

The 2021 third quarter net interest margin continued to be heavily impacted by the increased excess liquidity position, decreasing by 21 basis points from the prior quarter to 2.78%. Net interest income for the third quarter decreased to $90.1 million compared to $93.4 million for the prior quarter, driven by a $5.0 million reduction in PPP fee income as compared to the prior quarter, along with increases in balances of lower yielding, short term assets.

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The following table shows the net interest margin and cost of deposits trends for the trailing five quarters:

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Noninterest Income

Noninterest income is primarily comprised of deposit account fees, interchange and ATM fees, investment management fees and mortgage banking income. The increases in deposit fees, interchange and ATM fees for the three months ended September 30, 2021 were primarily volume driven and reflected a rise in customer spending. Investment management income also increased for the third quarter, primarily attributable to increased insurance commissions. The following chart shows the components of noninterest income over the past five quarters:

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Expense Control

Management seeks to take a balanced approach to noninterest expense control by monitoring ongoing operating expenses while making needed capital expenditures and prudently investing in growth initiatives. The Company’s primary expenses arise from Rockland Trust’s employee salaries and benefits, as well as expenses associated with buildings and equipment. Noninterest expense decreased slightly during the third quarter of 2021, however when combined with lower total revenues, the efficiency ratio remained elevated for the three months ended September 30, 2021.

The following chart depicts the Company's efficiency ratio on a GAAP basis (calculated by dividing noninterest expense by the sum of noninterest income and net interest income), as well as the Company's efficiency ratio on a non-GAAP operating basis, if applicable (calculated by dividing noninterest expense, excluding certain noncore items, by the sum of noninterest income, excluding certain noncore items, and net interest income), over the past five quarters:

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*See "Non-GAAP Measures" below for a reconciliation to GAAP financial measures.

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Capital

The Company's approach with respect to revenue and expense is designed to promote long-term earnings growth, which in turn contributes to capital growth. Strong earnings retention has contributed to capital growth, both on an absolute level and per share basis. The following chart shows the Company's book value and tangible book value per share over the past five quarters (see "Non-GAAP Measures" below for a reconciliation to GAAP financial measures):

*See "Non-GAAP Measures" below for a reconciliation to GAAP financial measures.

The Company declared a quarterly cash ~~dividends~~dividend of ~~$0.48~~$0.51 per share for each of the first ~~three~~two quarters of ~~2021,~~2022, representing an increase of ~~4.3%~~6.3% from the ~~2020~~2021 quarterly dividend rate of ~~$0.46~~$0.48 per share.

~~Third Quarter 2021 Results~~

Net income for the third quarter of 2021 was $40.0 million, or $1.21 on a diluted earnings per share basis, and increased 14.7% and 14.2%, respectively, as compared to $34.9 million, or $1.06 on a diluted earnings per share basis, for the prior year third quarter. Third quarter 2021 results were positively impacted by a release of provision for credit losses of $10.0 million, in contrast to the prior year period results, which included a provision for credit losses of $7.5 million reflecting management's assumptions and expectations related to the COVID-19 pandemic at that time. The third quarter of 2021 included merger and acquisition costs, while the third quarter of 2020 included a loss on the termination of a derivative contract, which Additionally, the Company ~~deems to be noncore. Excluding these noncore items, third quarter 2021 and 2020 operating net income was $41.4~~repurchased 1.3 million ~~and $35.4 million, respectively. See "Non-GAAP Measures" below for a reconciliation of non-GAAP measures.~~

~~2021 Outlook~~

~~During~~shares during the six months ended June 30, 2022 under the Company's ~~third quarter 2021 earnings call, the Company's Chief Financial Officer provided the following key expectations regarding business activity to serve as near term guidance for the remainder of 2021:~~previously announced buyback program, which totaled $105.3 million.

•Loan growth is expected to mirror third quarter results, such that continued payoffs will mitigate strong anticipated closing activity, resulting in relatively flat balances. However, any increase in line utilization rates could also serve as a catalyst to stronger loan growth;

•~~Deposit growth is expected to be in the low single digits;~~

•~~Near term deployment of excess liquidity is expected to continue to be in the form of increased securities balances;~~

•Assuming an anticipated trend of improving general economic factors and no significant unexpected changes in overall asset quality, the provision for credit losses is expected to continue to track at levels below net charge-offs;

•Non-interest income is expected to decrease slightly primarily due to anticipated seasonal declines in deposit fees, reduced mortgage banking income attributable to compressed gain on sale margins and an anticipated increase in loan production retained in the portfolio, as well as reduced equity investment gains which positively impacted both second and third quarter results in 2021;

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•~~Non-interest expense is expected to increase slightly.~~

Non-GAAP Measures

When management assesses the Company’s financial performance for purposes of making day-to-day and strategic decisions, it does so based upon the performance of its core banking business, which is primarily derived from the combination of net interest income and noninterest or fee income, reduced by operating expenses, the provision for credit losses, and the impact of income taxes and other noncore items shown in the ~~tables~~table that ~~follow.~~follows. There are items that impact the Company's results that management believes are unrelated to its core banking business such as gains or losses on the sales of securities, merger and acquisition expenses, provision for credit losses on acquired portfolios, loss on extinguishment of debt, impairment, and other ~~items.~~items, such as one-time adjustments as a result of changes in laws and regulations. Management, therefore, ~~computes certain~~excludes items management considers to be noncore when computing the Company’s non-GAAP ~~measures including~~ operating ~~net income~~earnings and operating EPS, noninterest income on an operating basis ~~noninterest expense on an operating basis, operating return on average assets, operating return on average equity,~~ and efficiency ratio on an operating ~~basis, which exclude items management considers to be noncore.~~basis. Management believes excluding these items facilitates greater visibility into the Company’s core banking business and underlying trends that may, to some extent, be obscured by inclusion of such items.

Management also supplements its evaluation of financial performance with ~~analyses~~an analysis of tangible book value per share (which is computed by dividing stockholders' equity less goodwill and identifiable intangible assets, or ~~"tangible~~tangible common ~~equity",~~equity, by common shares outstanding) and with the Company's tangible common equity ~~to tangible assets~~ ratio (which is computed by dividing tangible common equity by ~~"tangible assets", defined as total assets less goodwill and other intangibles).~~tangible assets) which are non-GAAP measures. The Company has included information on these tangible ~~book value per share and the tangible common equity to tangible assets ratio~~ratios because management believes that investors may find it useful to have access to the same analytical tools used by ~~management. As a result of merger~~management to assess performance and ~~acquisition activity, the~~identify trends. The Company has recognized goodwill and other intangible assets in conjunction with ~~business combination accounting principles.~~merger and acquisition activities. Excluding the impact of goodwill and other intangibles in measuring asset and capital values for the ratios provided, along with other bank standard capital ratios, ~~provides a framework to compare~~facilitates comparison of the capital adequacy of the Company to other companies in the financial services industry.

These non-GAAP measures should not be viewed as a substitute for ~~operating~~financial results ~~and other financial measures~~ determined in accordance with GAAP. An item which management deems to be noncore and excludes when computing these non-GAAP measures can be of substantial importance to the Company’s results for any particular ~~quarter or year.~~period. The Company’s non-GAAP performance measures ~~including those non-GAAP measures referenced above,~~ are not necessarily comparable to similarly named non-GAAP performance measures which may be presented by other companies.

~~Table of~~ ~~Contents~~

The following tables summarize adjustments for noncore items for the periods indicated below and reconcile non-GAAP measures:

Three Months Ended September 30
Net Income Diluted
Earnings Per Share
2021 2020 2021 2020
(Dollars in thousands, except per share data)
Net income available to common shareholders (GAAP) $ 40,007 $ 34,873 $ 1.21 $ 1.06
Non-GAAP adjustments
Noninterest expense components
Add: loss on termination of derivatives — 684 — 0.02
Add: merger and acquisition expenses 1,943 — 0.06 —
Noncore increases to income before taxes 1,943 684 0.06 0.02
Net tax benefit associated with noncore items (1) (546) (192) (0.02) (0.01)
Total tax impact (546) (192) (0.02) (0.01)
Noncore increases to net income 1,397 492 0.04 0.01
Operating net income (Non-GAAP) $ 41,404 $ 35,365 $ 1.25 $ 1.07
Nine Months Ended September 30
Net Income Diluted
Earnings Per Share
2021 2020 2021 2020
(Dollars in thousands, except per share data)
Net income available to common shareholders (GAAP) $ 119,290 $ 86,526 $ 3.61 $ 2.59
Non-GAAP adjustments
Noninterest expense components
Add: loss on termination of derivatives — 684 — 0.02
Add: merger and acquisition expenses 3,674 — 0.11 —
Noncore increases to income before taxes 3,674 684 0.11 0.02
Net tax benefit associated with noncore items (1) (1,033) (192) (0.03) (0.01)
Noncore increases to net income 2,641 492 0.08 0.01
Operating net income (Non-GAAP) $ 121,931 $ 87,018 $ 3.69 $ 2.61

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	Three Months Ended June 30
	Net Income				Diluted Earnings Per Share
	2022		2021		2022		2021
	(Dollars in thousands, except per share data)
Net income available to common shareholders (GAAP)	$	61,776	$	37,572	$	1.32	$	1.14
Non-GAAP adjustments


Noninterest expense components


Add: merger and acquisition expenses	—		1,731		—		0.05


Noncore increases to income before taxes	—		1,731		—		0.05
Net tax benefit associated with noncore items (1)	—		(487)		—		(0.02)

Total tax impact	—		(487)		—		(0.02)
Noncore increases to net income	—		1,244		—		0.03
Operating net income (Non-GAAP)	$	61,776	$	38,816	$	1.32	$	1.17



	Six Months Ended June 30
	Net Income				Diluted Earnings Per Share
	2022		2021		2022		2021
	(Dollars in thousands, except per share data)
Net income available to common shareholders (GAAP)	$	114,873	$	79,283	$	2.44	$	2.40
Non-GAAP adjustments


Noninterest expense components




Add: merger and acquisition expenses	7,100		1,731		0.15		0.05
Noncore increases to income before taxes	7,100		1,731		0.15		0.05
Net tax benefit associated with noncore items (1)	(1,995)		(487)		(0.04)		(0.02)

Noncore increases to net income	5,105		1,244		0.11		0.03
Operating net income (Non-GAAP)	$	119,978	$	80,527	$	2.55	$	2.44

(1)The net tax benefit associated with noncore items is determined by assessing whether each noncore item is included or excluded from net taxable income and applying the Company's combined marginal tax rate to only those items included in net taxable income.

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		Three Months Ended																	Three Months Ended
		September 30 2021			June 30 2021			March 31 2021			December 31 2020			September 30 2020					June 30 2022			March 31 2022			December 31 2021			September 30 2021			June 30 2021
		(Dollars in thousands)																	(Dollars in thousands)
Net interest income (GAAP)	Net interest income (GAAP)	$	90,091		$	93,354		$	95,584		$	91,443		$	90,883		(a)	Net interest income (GAAP)	$	144,861		$	137,432		$	122,530		$	90,091		$	93,354		(a)

Noninterest income (GAAP)	Noninterest income (GAAP)	$	26,457		$	24,967		$	25,246		$	27,468		$	29,347		(b)	Noninterest income (GAAP)	$	27,898		$	26,272		$	29,180		$	26,457		$	24,967		(b)

Noninterest expense (GAAP)	Noninterest expense (GAAP)	$	72,419		$	73,302		$	69,682		$	73,727		$	66,658		(c)	Noninterest expense (GAAP)	$	90,562		$	95,500		$	117,126		$	72,419		$	73,302		(c)
Less:	Less:																	Less:

Merger and acquisition expense	Merger and acquisition expense	1,943			1,731			—			—			—				Merger and acquisition expense	—			7,100			37,166			1,943			1,731

Loss on termination of derivatives		—			—			—			—			684

Noninterest expense on an operating basis (Non-GAAP)	Noninterest expense on an operating basis (Non-GAAP)	$	70,476		$	71,571		$	69,682		$	73,727		$	65,974		(d)	Noninterest expense on an operating basis (Non-GAAP)	$	90,562		$	88,400		$	79,960		$	70,476		$	71,571		(d)

Total revenue (GAAP)	Total revenue (GAAP)	$	116,548		$	118,321		$	120,830		$	118,911		$	120,230		(a+b)	Total revenue (GAAP)	$	172,759		$	163,704		$	151,710		$	116,548		$	118,321		(a+b)

Ratios	Ratios																	Ratios
Noninterest income as a % of revenue (GAAP based)	Noninterest income as a % of revenue (GAAP based)	22.70		%	21.10		%	20.89		%	23.10		%	24.41		%	(b/(a+b))	Noninterest income as a % of revenue (GAAP based)	16.15		%	16.05		%	19.23		%	22.70		%	21.10		%	(b/(a+b))

Efficiency ratio (GAAP based)	Efficiency ratio (GAAP based)	62.14		%	61.95		%	57.67		%	62.00		%	55.44		%	(c/(a+b))	Efficiency ratio (GAAP based)	52.42		%	58.34		%	77.20		%	62.14		%	61.95		%	(c/(a+b))
Efficiency ratio on an operating basis (Non-GAAP)	Efficiency ratio on an operating basis (Non-GAAP)	60.47		%	60.49		%	57.67		%	62.00		%	54.87		%	(d/(a+b))	Efficiency ratio on an operating basis (Non-GAAP)	52.42		%	54.00		%	52.71		%	60.47		%	60.49		%	(d/(a+b))

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The following table summarizes the calculation of the Company's tangible common equity to tangible assets ratio and tangible book value per ~~share, and loan and allowance metrics, exclusive of PPP loan balances as of the dates indicated:~~share:


		September 30 2021			June 30 2021			March 31 2021			December 31 2020			September 30 2020					June 30 2022			March 31 2022			December 31 2021			September 30 2021			June 30 2021
		(Dollars in thousands, except per share data)																	(Dollars in thousands, except per share data)
Tangible common equity	Tangible common equity																	Tangible common equity
Stockholders' equity (GAAP)	Stockholders' equity (GAAP)	$	1,755,954		$	1,741,622		$	1,715,371		$	1,702,685		$	1,689,724		(a)	Stockholders' equity (GAAP)	$	2,871,185		$	2,965,439		$	3,018,449		$	1,755,954		$	1,741,622		(a)
Less: Goodwill and other intangibles	Less: Goodwill and other intangibles	525,261			526,576			527,895			529,313			530,749				Less: Goodwill and other intangibles	1,013,917			1,015,831			1,017,844			525,261			526,576
Tangible common equity (Non-GAAP)	Tangible common equity (Non-GAAP)	1,230,693			1,215,046			1,187,476			1,173,372			1,158,975			(b)	Tangible common equity (Non-GAAP)	1,857,268			1,949,608			2,000,605			1,230,693			1,215,046			(b)
Tangible assets	Tangible assets																	Tangible assets
Assets (GAAP)	Assets (GAAP)	14,533,311			14,194,207			13,773,914			13,204,301			13,173,665			(c)	Assets (GAAP)	19,982,450			20,159,178			20,423,405			14,533,311			14,194,207			(c)
Less: Goodwill and other intangibles	Less: Goodwill and other intangibles	525,261			526,576			527,895			529,313			530,749				Less: Goodwill and other intangibles	1,013,917			1,015,831			1,017,844			525,261			526,576
Tangible assets (Non-GAAP)	Tangible assets (Non-GAAP)	$	14,008,050		$	13,667,631		$	13,246,019		$	12,674,988		$	12,642,916		(d)	Tangible assets (Non-GAAP)	$	18,968,533		$	19,143,347		$	19,405,561		$	14,008,050		$	13,667,631		(d)
Common shares	Common shares	33,043,812			33,037,859			33,024,882			32,965,692			32,955,547			(e)	Common shares	46,069,761			47,377,125			47,349,778			33,043,812			33,037,859			(e)

Common equity to assets ratio (GAAP)	Common equity to assets ratio (GAAP)	12.08		%	12.27		%	12.45		%	12.89		%	12.83		%	(a/c)	Common equity to assets ratio (GAAP)	14.37		%	14.71		%	14.78		%	12.08		%	12.27		%	(a/c)
Tangible common equity to tangible assets ratio (Non-GAAP)	Tangible common equity to tangible assets ratio (Non-GAAP)	8.79		%	8.89		%	8.96		%	9.26		%	9.17		%	(b/d)	Tangible common equity to tangible assets ratio (Non-GAAP)	9.79		%	10.18		%	10.31		%	8.79		%	8.89		%	(b/d)
Book value per share (GAAP)	Book value per share (GAAP)	$	53.14		$	52.72		$	51.94		$	51.65		$	51.27		(a/e)	Book value per share (GAAP)	$	62.32		$	62.59		$	63.75		$	53.14		$	52.72		(a/e)
Tangible book value per share (Non-GAAP)	Tangible book value per share (Non-GAAP)	$	37.24		$	36.78		$	35.96		$	35.59		$	35.17		(b/e)	Tangible book value per share (Non-GAAP)	$	40.31		$	41.15		$	42.25		$	37.24		$	36.78		(b/e)

Total loans (GAAP)		$	8,808,013		$	8,938,988		$	9,246,691		$	9,392,866		$	9,405,193
Total loans, excluding PPP (Non-GAAP)		$	8,424,442		$	8,456,338		$	8,400,390		$	8,600,956		$	8,593,470

Allowance as a % of total loans (GAAP)		1.05		%	1.15		%	1.16		%	1.21		%	1.23		%
Allowance as a % of total loans, excluding PPP (Non-GAAP)		1.09		%	1.21		%	1.28		%	1.32		%	1.35		%

Critical Accounting Policies

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. The Company believes that the most critical accounting policies are those which the Company’s financial condition depends upon, and which involve the most complex or subjective decisions or assessments.

There have been no material changes in critical accounting policies during the first ~~nine~~six months of ~~2021.~~2022. Refer to "Critical Accounting Policies and Estimates" in Item 7. "Management's Discussion and Analysis of Financial Condition and Results of Operations" in the Company's ~~2020~~2021 Form 10-K for a complete listing of critical accounting policies.

FINANCIAL POSITION

Securities Portfolio The Company’s securities portfolio consists of trading securities, equity securities, securities available for sale, and securities which management intends to hold until maturity. Securities increased by ~~$1.2 billion,~~$270.1 million, or ~~99.5%~~10.1%, at ~~September~~June 30, ~~2021~~2022 as compared to December 31, ~~2020,~~2021, primarily reflecting ~~$1.4 billion~~$561.9 million of purchases which were partially offset by unrealized losses of $112.4 million related to the available for sale portfolio, as well as paydowns, ~~called securities,~~calls, and maturities. ~~Purchases made during 2021 reflect the Company's continued direct strategy to deploy a portion of excess cash balances into investment securities.~~ The ratio of securities to total assets ~~was 16.0% and 8.8%~~increased to 14.7% at ~~September~~June 30, ~~2021 and~~2022 compared to 13.0% at December 31, ~~2020, respectively.~~2021, as management has been effectively deploying excess liquidity with increased investment security purchases. The Company estimates expected credit losses for its available for sale and held to maturity securities in accordance with the current expected credit loss ("CECL") methodology. Further details regarding the Company's measurement of expected credit losses on securities can be found in Note 3 “Securities” within the Notes to Consolidated Financial Statements included in Part I. Item 1 of this Report.

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Residential Mortgage Loan Sales The Company’s primary loan sale activity arises from the sale of government sponsored enterprise eligible residential mortgage loans. The Company originates residential loans with the intention of selling them in the secondary market or holding them in the Company's residential real estate portfolio. When a loan is sold, the Company enters into agreements that contain representations and warranties about the characteristics of the loans sold and their origination. The Company may be required to either repurchase mortgage loans or to indemnify the purchaser from losses if representations and warranties are breached. The Company incurred no material losses related to residential mortgage repurchases during the three and ~~nine~~six months ended ~~September~~June 30, ~~2021~~2022 and ~~2020,~~2021, respectively.

The Company experienced strong closing volumes within the residential real estate portfolio during the three and nine months ended September 30, 2021, with a larger portion of residential real estate closings being retained in the portfolio rather than sold into the secondary market as compared to prior year periods. The following table shows the total residential real estate loans that were closed and whether the amounts were held in the portfolio or sold/held for sale in the secondary market during the periods indicated:

Table 1 - Closed Residential Real Estate Loans


		Three Months Ended September 30				Nine Months Ended September 30					Three Months Ended June 30				Six Months Ended June 30
		2021		2020		2021		2020			2022		2021		2022		2021
		(Dollars in thousands)									(Dollars in thousands)
Held in portfolio	Held in portfolio	$	65,832	$	54,826	$	279,176	$	125,392	Held in portfolio	$	225,525	$	131,423	$	406,050	$	213,344
Sold or held for sale in the secondary market	Sold or held for sale in the secondary market	183,794		262,323		611,795		654,772		Sold or held for sale in the secondary market	18,739		158,178		55,984		428,001
Total closed loans	Total closed loans	$	249,626	$	317,149	$	890,971	$	780,164	Total closed loans	$	244,264	$	289,601	$	462,034	$	641,345

As shown in the above table, the Company experienced a lower volume of residential real estate loans sales for the three and six months ended June 30, 2022 in comparison to the same prior year periods, driven primarily by reduced customer demand in the rising interest rate environment. In addition, the volume of closed residential real estate loans held in portfolio increased during the three and six months ended June 30, 2022.

The table below reflects additional information related to the loans which were sold during the periods indicated:

Table 2 - Residential Mortgage Loan Sales


		Three Months Ended September 30				Nine Months Ended September 30					Three Months Ended June 30				Six Months Ended June 30
		2021		2020		2021		2020			2022		2021		2022		2021
		(Dollars in thousands)									(Dollars in thousands)
Sold with servicing rights released	Sold with servicing rights released	$	171,256	$	252,907	$	618,171	$	581,206	Sold with servicing rights released	$	21,936	$	165,775	$	75,800	$	446,914
Sold with servicing rights retained (1)	Sold with servicing rights retained (1)	3,029		—		11,116		45,394		Sold with servicing rights retained (1)	261		6,657		681		8,087
Total loans sold	Total loans sold	$	174,285	$	252,907	$	629,287	$	626,600	Total loans sold	$	22,197	$	172,432	$	76,481	$	455,001

(1)All loans sold with servicing rights retained during the ~~nine~~three and six months ended ~~September~~June 30, 2022 and June 30, 2021 were sold without recourse.

When a loan is sold, the Company may decide to also sell the servicing of sold loans for a servicing release premium, simultaneously with the sale of the loan, or the Company may opt to sell the loan and retain the servicing. In the event of a sale with servicing rights retained, a mortgage servicing asset is established, which represents the then current estimated fair value based on market prices for comparable mortgage servicing contracts, when available, or alternatively is based on a valuation model that calculates the present value of estimated future net servicing income. The valuation model incorporates assumptions that market participants would use in estimating future net servicing income, such as the cost to service, the discount rate, an inflation rate, ancillary income, prepayment speeds and default rates and losses. Servicing rights are recorded in other assets in the ~~consolidated balance sheets,~~Consolidated Balance Sheets, are amortized in proportion to and over the period of estimated net servicing income, and are assessed for impairment based on fair value at each reporting date. Impairment is determined by stratifying the rights based on predominant characteristics, such as interest rate, loan type and investor type. Impairment is recognized through a valuation allowance, to the extent that fair value is less than the capitalized amount. If the Company later determines that all or a portion of the impairment no longer exists, a reduction of the allowance may be recorded as an increase to income. The principal balance of loans serviced by the Bank on behalf of investors was ~~$342.3~~$348.1 million, ~~$453.7~~$382.6 million and ~~$508.7~~$373.2 million at ~~September~~June 30, ~~2021,~~2022, December 31, ~~2020,~~2021, and ~~September~~June 30, ~~2020,~~2021, respectively.

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The following table shows the adjusted cost of the servicing rights associated with these loans and the changes for the periods indicated:

Table 3 - Mortgage Servicing Asset


		Three Months Ended September 30				Nine Months Ended September 30					Three Months Ended June 30				Six Months Ended June 30
		2021		2020		2021		2020			2022		2021		2022		2021
		(Dollars in thousands)									(Dollars in thousands)
Balance at beginning of period	Balance at beginning of period	$	2,295	$	3,321	$	2,365	$	5,116	Balance at beginning of period	$	2,805	$	2,541	$	2,627	$	2,365
Additions	Additions	30		—		95		424		Additions	2		52		6		65

Amortization	Amortization	(244)		(316)		(769)		(927)		Amortization	(163)		(282)		(357)		(525)
Change in valuation allowance	Change in valuation allowance	122		(250)		512		(1,858)		Change in valuation allowance	349		(16)		717		390
Balance at end of period	Balance at end of period	$	2,203	$	2,755	$	2,203	$	2,755	Balance at end of period	$	2,993	$	2,295	$	2,993	$	2,295

See Note 6, “Derivative and Hedging Activities” within the Notes to Consolidated Financial Statements included in Part I. Item 1 of this Report for more information on mortgage activity and mortgage related derivatives.

Loan Portfolio Total loans at ~~September~~June 30, ~~2021 decreased~~2022 increased by ~~$584.9~~$88.5 million, or ~~6.23%~~0.65%, when compared to December 31, ~~2020, which~~2021. Excluding $185.6 million of net paydowns associated with the PPP for the first six months of 2022, the loan portfolio increased by $274.1 million, or 4.1% on an annualized basis, compared to December 31, 2021. Organic loan growth was driven primarily ~~attributable to a~~by strong consumer loan activity, as the majority of residential real estate loan closings were retained on the balance sheet, while increased demand and line utilization fueled growth in home equity balances. Excluding the net reduction in PPP ~~loan balances of $408.3 million, or 51.6%. Despite strong origination volumes and loan pipelines across all products, overall~~loans, the commercial portfolio ~~growth continued~~remained relatively flat at June 30, 2022 in comparison to ~~be constrained by ongoing paydowns and re-financing activity. Excluding PPP loans of $383.6 million and $791.9 million outstanding at September 30, 2021 and~~ December 31, 2020, respectively, total loans declined by $176.5 million or 2.05%, for the nine months ended September 30, 2021. Exclusive of PPP loans, commercial loan balances decreased by $36.2 million, or 0.6%, from December 31, 2020 to September 30, 2021, as ~~strong pipelines~~increased line utilization and higher closing ~~activity continued to be counterbalanced~~volumes in the commercial and industrial and construction categories were countered by elevated payoffs and lower line utilization levels. Consumer loan balances also declined with increased prepayments and refinancing activity, as well as lower home equity line utilization, which resulted in reductionslevels of ~~5.7% and 6.4%~~attrition within the residential mortgage and home equity portfolios, respectively, for the nine months ended September 30, 2021. (See "Non-GAAP Measures" in the "Executive Level Overview" above for a reconciliation to the GAAP financial measure, including the measure of total loans, excluding PPP).commercial real estate.

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The Company's commercial loan portfolio is comprised primarily of commercial and industrial loans as well as commercial real estate loans. Management considers the Company’s commercial and industrial portfolio to be well-diversified with loans to various types of industries. The Company's previous participation in the PPP resulted in significant loan fundings within the commercial and industrial category, ~~throughout 2020 and first half of 2021, with outstanding balances totaling $383.6~~which have now declined to $30.6 million ~~at September 30, 2021, comprising 23.4%~~or 2.0% of the total commercial and industrial ~~category. Accordingly, the composition~~category at June 30, 2022, primarily as a result of the ~~portfolio by sector is skewed as compared to periods prior to the commencement of the PPP in the second quarter of 2020, as the PPP loans~~ongoing forgiveness process, and are reflected within the various sectors below. ~~In connection with PPP loan originations during the first half of 2021, the Company recognized fee revenue of $18.3 million, which is deferred and amortized over the life of the loan.~~ During the three and ~~nine~~six months ended ~~September~~June 30, ~~2021,~~2022, the Company amortized into income ~~$2.2~~$1.8 million and ~~$18.9~~$3.5 million, respectively, in PPP fee revenue related to loans forgiven under the program. The following pie chart shows the diversification of the commercial and industrial portfolio as of ~~September~~June 30, ~~2021:~~2022:


	(Dollars in thousands)
Average loan size (excluding floor plan tranches)	$	~~218~~367
Largest individual commercial and industrial loan outstanding	$	~~24,962~~37,650
Commercial and industrial nonperforming loans/commercial and industrial loans	~~1.17~~0.23		%

The Company’s commercial real estate loan portfolio, inclusive of commercial construction, is the Company’s largest loan type concentration. The Company believes that this portfolio is also well-diversified with loans secured by a variety of property types, such as owner-occupied and nonowner-occupied commercial, retail, office, industrial, warehouse, and other special purpose properties, such as hotels, motels, nursing homes, restaurants, churches, recreational facilities, marinas, and golf courses. Commercial real estate also includes loans secured by certain residential-related property types, including multi-family apartment buildings, residential development tracts and condominiums. The following pie chart shows the diversification of the commercial real estate loan portfolio as of ~~September~~June 30, ~~2021:~~2022:

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	(Dollars in thousands)
Average loan size	$	~~1,117~~1,587
Largest individual commercial real estate mortgage outstanding	$	~~33,354~~64,527
Commercial real estate nonperforming loans/commercial real estate loans	~~0.25~~0.45		%
Owner occupied commercial real estate loans/commercial real estate loans	~~15.1~~11.6		%

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The Company's consumer portfolio primarily consists of both fixed-rate and adjustable-rate residential real estate loans as well as residential construction lending related to single-home residential development within the Company's market area. The Company also provides home equity loans and lines of credit that may be made as a fixed-rate term loan or under a variable rate revolving line of credit secured by a first or junior mortgage on the borrower's residence or second home. Additionally, the Company makes loans for a wide variety of other personal needs. Other consumer loans primarily consist of installment loans and overdraft protections. The residential real estate, home equity and other consumer portfolios totaled ~~$2.2~~$2.9 billion at ~~September~~June 30, ~~2021,~~2022, as noted below:

Asset Quality The Company continually monitors the asset quality of the loan portfolio using all available information. Based on this assessment, loans demonstrating certain payment issues or other weaknesses may be categorized as delinquent, nonperforming and/or put on nonaccrual status. In the course of resolving such loans, the Company may choose to restructure the contractual terms of certain loans to match the borrower’s ability to repay the loan based on their current financial condition. If a restructured loan meets certain criteria, it may be categorized as a troubled debt restructuring ("TDR"). In addition, the Company has offered need-based payment relief options for commercial and small business loans, residential mortgages, and home equity loans and lines of credit in response to the COVID-19 pandemic. In accordance with the Coronavirus Aid, Relief and Economic Security Act ("CARES Act"), these modifications are not accounted for as TDRs or reflected as delinquent or non-accrual loans if the borrower was in compliance with the loan terms as of December 31, 2019.

Delinquency The Company’s philosophy toward managing its loan portfolios is predicated upon careful monitoring, which stresses early detection and response to delinquent and default situations. The Company seeks to make arrangements to resolve any delinquent or default situation over the shortest possible time frame. Generally, the Company requires that a delinquency notice be mailed to a borrower upon expiration of a grace period (typically no longer than 15 days beyond the due date). Reminder notices may be sent and telephone calls may be made prior to the expiration of the grace period. If the delinquent status is not resolved within a reasonable time frame following the mailing of a delinquency notice, the Bank’s personnel charged with managing its loan portfolios contacts the borrower to ascertain the reasons for delinquency and the prospects for payment. Any subsequent actions taken to resolve the delinquency will depend upon the nature of the loan and the length of time that the loan has been delinquent. The borrower’s needs are considered as much as reasonably possible without jeopardizing the Bank’s position. A late charge is usually assessed on loans upon expiration of the grace period.

Nonaccrual Loans As a general rule, loans 90 days or more past due with respect to principal or interest are classified as nonaccrual loans. However, certain loans that are 90 days or more past due may be kept on an accruing status if the loans are well secured and in the process of collection. Income accruals are suspended on all nonaccrual loans and all previously accrued

and uncollected interest is reversed against current income. A loan remains on nonaccrual status until it becomes current with

respect to principal and interest (and in certain instances remains current for up to six months), the loan is liquidated, or when the loan is determined to be uncollectible and is charged-off against the allowance for credit losses.

Troubled Debt Restructurings In the course of resolving problem loans, the Company may choose to restructure the contractual terms of certain loans. The Company attempts to work out an alternative payment schedule with the borrower in order to avoid or cure a default. Loans that are modified are reviewed by the Company to identify if a TDR has occurred, which is when, for economic or legal reasons related to a borrower’s financial difficulties, the Bank grants a concession to the borrower that it would not otherwise consider. Terms may be modified to fit the ability of the borrower to repay in line with its current financial status and the restructuring of the loan may include adjustments to interest rates, extensions of maturity, consumer loans where the borrower's obligations have been effectively discharged through Chapter 7 Bankruptcy and the borrower has not reaffirmed the debt to the Bank, and other actions intended to minimize economic loss and avoid foreclosure or repossession of collateral. If such efforts by the Bank do not result in satisfactory performance, the loan is referred to legal counsel, at which time foreclosure proceedings are initiated. At any time prior to a sale of the property at foreclosure, the Bank may terminate foreclosure proceedings if the borrower is able to work out a satisfactory payment plan.

It is the Company’s policy to have any restructured loans which are on nonaccrual status prior to being modified remain on nonaccrual status for six months, subsequent to being modified, before management considers their return to accrual status. If the restructured loan is on accrual status prior to being modified, it is reviewed to determine if the modified loan should remain on accrual status. Loans that are considered TDRs are classified as performing, unless they are on nonaccrual status or are delinquent for 90 days or more. Loans classified as TDRs remain classified as such for the life of the loan, except in limited circumstances, when it may be determined that the borrower is performing under modified terms and the restructuring agreement specified an interest rate greater than or equal to an acceptable market rate for a comparable new loan at the time of the restructuring.

Purchased Credit Deteriorated Loans Purchased Credit Deteriorated ("PCD") loans are acquired loans which have shown a more-than-insignificant deterioration in credit quality since origination. PCD loans are recorded at amortized cost with an allowance for credit losses recorded upon ~~purchase, as appropriate.~~purchase.

Nonperforming Assets Nonperforming assets are typically comprised of nonperforming loans and other real estate owned. Nonperforming loans consist of nonaccrual loans and loans that are 90 days or more past due but still accruing interest.

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The following table sets forth information regarding nonperforming assets held by the Company at the dates indicated:

Table 4 - Nonperforming Assets


		September 30 2021			December 31 2020			September 30 2020				June 30 2022			December 31 2021			June 30 2021
		(Dollars in thousands)										(Dollars in thousands)
Loans accounted for on a nonaccrual basis	Loans accounted for on a nonaccrual basis										Loans accounted for on a nonaccrual basis
Commercial and industrial	Commercial and industrial	$	19,275		$	34,729		$	36,851		Commercial and industrial	$	3,518		$	3,439		$	20,831
Commercial real estate	Commercial real estate	11,788			10,195			38,164			Commercial real estate	40,074			10,870			9,031
Small business	Small business	46			825			542			Small business	31			44			558
Residential real estate	Residential real estate	10,872			15,528			16,229			Residential real estate	8,563			9,182			12,786
Home equity	Home equity	3,746			5,427			6,159			Home equity	3,514			3,781			4,517
Other consumer	Other consumer	83			156			79			Other consumer	215			504			95
Total (1)		$	45,810		$	66,860		$	98,024
Loans past due 90 days or more but still accruing

Other consumer		—			1			1
Total		$	—		$	1		$	1
Total nonperforming loans		$	45,810		$	66,861		$	98,025

Other real estate owned		—			—			—

Total nonperforming assets(1)	Total nonperforming assets(1)	$	45,810		$	66,861		$	98,025		Total nonperforming assets(1)	$	55,915		$	27,820		$	47,818
Nonperforming loans as a percent of gross loans	Nonperforming loans as a percent of gross loans	0.52		%	0.71		%	1.04		%	Nonperforming loans as a percent of gross loans	0.41		%	0.20		%	0.53		%
Nonperforming assets as a percent of total assets	Nonperforming assets as a percent of total assets	0.32		%	0.51		%	0.74		%	Nonperforming assets as a percent of total assets	0.28		%	0.14		%	0.34		%

(1)Inclusive of TDRs on nonaccrual status of ~~$21.1 million, $22.2 million, and $23.8~~$1.7 million at ~~September~~June 30, ~~2021,~~2022, $2.0 million at December 31, ~~2020,~~2021, and ~~September~~$20.2 million at June 30, ~~2020, respectively.~~2021.

The following table summarizes the changes in nonperforming assets for the periods indicated:

Table 5 - Activity in Nonperforming Assets

Three Months Ended
March 31
2021 2020
Three Months Ended Nine Months Ended
September 30
2021 September 30
2020 September 30
2021 September 30
2020
(Dollars in thousands)
Nonperforming assets beginning balance $ 47,818 $ 48,814 $ 66,861 $ 48,049
New to nonperforming (1) 4,613 60,850 9,205 75,580
Loans charged-off (332) (4,304) (4,499) (5,748)
Loans paid-off (3,488) (5,050) (17,877) (12,339)
Loans restored to performing status (2,813) (2,229) (8,143) (7,319)
Other 12 (56) 263 (198)
Nonperforming assets ending balance $ 45,810 $ 98,025 $ 45,810 $ 98,025

~~(1)~~The higher balance for the periods ended September 30, 2020 primarily reflect three large commercial relationships that were newly nonperforming, all related to industries previously identified as being highly impacted by the COVID-19 pandemic.


	2022				2021
	Three Months Ended				Six Months Ended
	June 30 2022		June 30 2021		June 30 2022		June 30 2021
	(Dollars in thousands)
Nonperforming assets beginning balance	$	56,618	$	59,201	$	27,820	$	66,861
New to nonperforming	2,822		2,233		36,576		4,592

Loans charged-off	(545)		(481)		(1,251)		(4,167)
Loans paid-off	(2,239)		(10,364)		(3,724)		(14,389)

Loans restored to performing status	(738)		(2,771)		(3,440)		(5,330)






Other	(3)		—		(66)		251
Nonperforming assets ending balance	$	55,915	$	47,818	$	55,915	$	47,818

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The following table sets forth information regarding troubled debt restructured loans as of the dates indicated:

Table 6 - Troubled Debt Restructurings


		September 30 2021			December 31 2020			September 30 2020				June 30 2022			December 31 2021			June 30 2021
		(Dollars in thousands)										(Dollars in thousands)
Performing troubled debt restructurings	Performing troubled debt restructurings	$	15,950		$	16,983		$	17,521		Performing troubled debt restructurings	$	11,734		$	14,635		$	19,495
Nonaccrual troubled debt restructurings	Nonaccrual troubled debt restructurings	21,104			22,209			23,810			Nonaccrual troubled debt restructurings	1,677			1,993			20,212
Total	Total	$	37,054		$	39,192		$	41,331		Total	$	13,411		$	16,628		$	39,707
Performing troubled debt restructurings as a % of total loans	Performing troubled debt restructurings as a % of total loans	0.18		%	0.18		%	0.19		%	Performing troubled debt restructurings as a % of total loans	0.09		%	0.11		%	0.21		%
Nonaccrual troubled debt restructurings as a % of total loans	Nonaccrual troubled debt restructurings as a % of total loans	0.24		%	0.24		%	0.25		%	Nonaccrual troubled debt restructurings as a % of total loans	0.01		%	0.01		%	0.23		%
Total troubled debt restructurings as a % of total loans	Total troubled debt restructurings as a % of total loans	0.42		%	0.42		%	0.44		%	Total troubled debt restructurings as a % of total loans	0.10		%	0.12		%	0.44		%

The following table summarizes changes in TDRs for the periods indicated:

Table 7 - Activity in Troubled Debt Restructurings


		Three Months Ended				Nine Months Ended					Three Months Ended				Six Months Ended
		September 30 2021		September 30 2020		September 30 2021		September 30 2020			June 30 2022		June 30 2021		June 30 2022		June 30 2021
		(Dollars in thousands)									(Dollars in thousands)
TDRs beginning balance	TDRs beginning balance	$	39,707	$	41,839	$	39,192	$	44,365	TDRs beginning balance	$	15,260	$	41,429	$	16,628	$	39,192
New to TDR status	New to TDR status	—		625		3,918		1,874		New to TDR status	—		82		—		3,918

Paydowns	Paydowns	(2,637)		(1,133)		(6,040)		(4,886)		Paydowns	(1,849)		(1,804)		(3,217)		(3,403)
Charge-offs		(16)		—		(16)		(22)

TDRs ending balance	TDRs ending balance	$	37,054	$	41,331	$	37,054	$	41,331	TDRs ending balance	$	13,411	$	39,707	$	13,411	$	39,707

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Income accruals are suspended on all nonaccrual loans and all previously accrued and uncollected interest is reversed against current income. The table below shows interest income that was recognized or collected on all nonaccrual loans and TDRs for the periods indicated:

Table 8 - Interest Income - Nonaccrual Loans and Troubled Debt Restructurings


		Three Months Ended				Nine Months Ended					Three Months Ended				Six Months Ended
		September 30 2021		September 30 2020		September 30 2021		September 30 2020			June 30 2022		June 30 2021		June 30 2022		June 30 2021
		(Dollars in thousands)									(Dollars in thousands)
The amount of incremental gross interest income that would have been recorded if nonaccrual loans had been current in accordance with their original terms	The amount of incremental gross interest income that would have been recorded if nonaccrual loans had been current in accordance with their original terms	$	678	$	744	$	2,289	$	1,909	The amount of incremental gross interest income that would have been recorded if nonaccrual loans had been current in accordance with their original terms	$	1,601	$	693	$	2,864	$	1,610
The amount of interest income on nonaccrual loans and performing TDRs that was included in net income	The amount of interest income on nonaccrual loans and performing TDRs that was included in net income	$	257	$	345	$	673	$	804	The amount of interest income on nonaccrual loans and performing TDRs that was included in net income	$	168	$	263	$	315	$	494

Potential problem loans are any loans which are not included in nonaccrual or nonperforming loans, where known information about possible credit problems of the borrowers causes management to have concerns as to the ability of such borrowers to comply with present loan repayment terms. At ~~September~~June 30, ~~2021,~~2022, there were 7947 relationships, with an aggregate balance of ~~$135.7~~$162.9 million, deemed to be potential problem loans. These potential problem loans continued to perform with respect to payments. Management actively monitors these loans and strives to minimize any possible adverse impact to the Company. A portion of the potential problem loans identified by management were granted a deferral in accordance with the relief options offered in response to the COVID-19 pandemic. ~~If applicable, these potential problem loans with an active deferral as~~

Table of ~~September 30, 2021 have been included in the table below.~~Contents

As previously noted, the Company has offered need-based payment relief options to its customers in response to the COVID-19 pandemic, primarily in the form of payment deferrals, all of which were granted prior to December 31, 2020. Loans that were modified are not accounted for as TDRs or reflected as delinquent or nonaccrual loans if the borrower was in compliance with their loan terms as of December 31, 2019. The following table summarizes active deferrals by modification type as of ~~September~~June 30, ~~2021:~~2022:

Table 9 - Deferrals ~~by Modification Type~~Maturity Schedule

Deferral of Principal and Interest Deferral of Principal Only Deferral of Interest Only Total Deferrals Total Portfolio % Deferral
(Dollars in thousands)
Commercial and industrial $ 2,300 $ 560 $ 1,165 $ 4,025 $ 1,640,709 0.2 %
Commercial real estate (1) 7,950 210,335 — 218,285 4,736,674 4.6 %
Business banking — 588 — 588 184,138 0.3 %
Residential real estate — — — — 1,222,849 — %
Home equity — — — — 1,000,468 — %
Consumer — — — — 23,175 — %
Total active deferrals as of September 30, 2021 $ 10,250 $ 211,483 $ 1,165 $ 222,898 $ 8,808,013 2.5 %


	Q4 2022		2023		2024		Total Deferrals (2)		Total Portfolio	% Deferral
	(Dollars in thousands)
Commercial real estate (1)	$	137,669	$	51,072	$	8,700	$	197,441	8,986,334	2.2	%
Other portfolios	—		—		—		—		4,689,430	—	%
Total active deferrals as of June 30, 2022	$	137,669	$	51,072	$	8,700	$	197,441	13,675,764	1.4	%

(1)Balances include commercial construction deferrals.

(2)

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As a result of the COVID-19 pandemic, management has also enhanced monitoring of loan portfolios in certain industries that have been highly impacted. While management is unable to predict the full impact on all industries affected by the COVID-19 pandemic, there are assumptions as to which industries have been, and may continue to be, more greatly impacted by social distancing and other restrictive measures, as well as the duration or re-imposition of any such restrictions. Management has identified approximately $1.3 billion of loans within highly impacted industries, including Accommodations, Food Services, Retail Trade, Other Services (except Public Administration), and Arts, Entertainment and Recreation. Loss exposure within these industries is mitigated by a number of factors such as collateral values, loan-to-value ratios, and other key indicators, however, some degree of credit loss is expected and has been incorporated into the allowance for credit loss recognition under the CECL model.

~~The table below provides total outstanding balances of commercial loans~~All active deferrals as of ~~the date indicated within industries that management has deemed to be highly impacted by the COVID-19 pandemic:~~

~~Table 10 - Industries Highly Impacted By COVID-19 - Details~~


	~~September 30, 2021~~
	~~(Dollars in thousands)~~
~~Accommodations~~
~~Balance~~	$	~~388,083~~
~~Average borrower loan size~~	$	~~4,283~~
~~% secured by real estate~~	~~99.8~~		%
~~Weighted average loan to value~~	~~54.0~~		%
~~Other information:~~
–~~The accommodation portfolio consists of 65 properties representing a combination of flagged (61%) and non-flagged (39%) hotels, motels and inns.~~
–~~Loans secured by hotel properties deemed to be located in areas of leisure comprise $146.6 million, or 38% of the hotel portfolio.~~
–~~Approximately 89% of the balances outstanding are secured by properties located within the six New England states with the largest concentration in Massachusetts (60%).~~

~~Food Services~~
~~Balance~~	$	~~142,059~~
~~Average borrower loan size~~	$	~~384~~
~~% secured by real estate~~	~~67.7~~		%
~~Weighted average loan to value~~	~~50.5~~		%
~~Other information:~~
–~~The food services portfolio includes full-service restaurants (55%), limited service restaurants and fast food (43%), and other types of food service (caterers, bars, and mobile food service 2%).~~

~~Retail Trade~~
~~Balance~~	$	~~527,957~~
~~Average borrower loan size~~	$	~~499~~
~~% secured by real estate~~	~~43.3~~		%
~~Weighted average loan to value~~	~~57.4~~		%
~~Other information:~~
–The retail trade portfolio consists broadly of food and beverage stores (47%), motor vehicle and parts dealers (24%), and gasoline stations (14%). All other retailers account for 15% of the current outstanding balance.
–~~Collateral for these loans varies and may consist of real estate, motor vehicles inventories, other types of inventories and general business assets.~~

~~Other Services (except Public Administration)~~
~~Balance~~	$	~~139,679~~

~~Table~~June 30, 2022 were comprised of ~~Contents~~


~~Average borrower loan size~~	$	~~250~~
~~% secured by real estate~~	~~51.6~~		%
~~Weighted average loan to value~~	~~48.8~~		%
~~Other information:~~
–The other services portfolio consists of various for-profit and not-for-profit services diversified across religious, civic and social service organizations (43%), repair and maintenance business (31%) and other personal services, including beauty salons, laundry services, pet care and other types of services (26%).



~~Arts, Entertainment, and Recreation~~
~~Balance~~	$	~~99,699~~
~~Average borrower loan size~~	$	~~793~~
~~% secured by real estate~~	~~85.5~~		%
~~Weighted average loan to value~~	~~52.3~~		%
~~Other information:~~
–Amusement, gambling and recreational industries make up a majority of this category (95%) and include amusement/theme parks, bowling centers, fitness centers, golf courses, marinas, and other recreational industries. Other industries including museums, performing arts, and spectator sports account for the remaining outstanding balances (5%).

deferrals of principal only.

Allowance for Credit Losses The allowance for credit losses is maintained at a level that management considers appropriate to provide for the Company's current estimate of expected lifetime credit losses on loans measured at amortized cost. The allowance is increased by providing for credit losses through a charge to expense and by credits for recoveries of loans previously charged-off and is reduced by loans being charged-off.

In accordance with the CECL methodology, the Company estimates credit losses for financial assets on a collective basis for loans sharing similar risk characteristics using a quantitative model combined with an assessment of certain qualitative factors designed to address forecast risk and model risk inherent in the quantitative model output. The model estimates expected credit losses using loan level data over the contractual life of the exposure, considering the effect of prepayments. Economic forecasts are incorporated into the estimate over a reasonable and supportable forecast period of one year, beyond which is a reversion to the Company's historical long-run average for a period of 6six months. The Company's qualitative assessment is structured based upon nine environmental factors impacting the expected risk of loss within the loan portfolio. Loans that do not share similar risk characteristics with any pools of assets are subject to individual assessment and are removed from the collectively assessed pools to avoid double counting. For the loans that will be individually assessed, the Company uses either a discounted cash flow (“DCF”) approach or a fair value of collateral approach. The latter approach is used for loans deemed to be collateral dependent or when foreclosure is probable.

The allowance for credit losses of ~~$92.2~~$144.3 million at ~~September~~June 30, ~~2021~~2022 represents a decrease of ~~$21.1~~$2.6 million, or ~~18.6%~~1.8% compared to December 31, ~~2020.~~ 2021. The ~~Company recorded~~decrease in the allowance was primarily driven by a ~~release~~stabilized credit quality environment, continued strong asset quality metrics and overall consistent loan balances.

The aforementioned stabilization of ~~provision for~~ credit ~~losses of $17.5 million during the nine months ended September 30, 2021, reflecting improvements in expected overall macro-economic forecast assumptions~~quality and continued strong asset quality metrics ~~along with~~experienced by the Company resulted in a lower ~~loan levels. As a result, the~~quantitative allowance for credit ~~losses~~loss reserve at ~~September~~June 30, ~~2021 includes a release~~2022, as compared to December 31, 2021. Partially offsetting this decline was the impact of ~~qualitative reserves that reflects a general reduction in potential risk previously assessed on portions of~~increased economic uncertainty over the portfolio related to industries expected to be at heightened risk due to the COVID-19 pandemic, while reserves related to loans with non-owner occupied real estate and junior lien home equity collateral positions were also reduced as performance trends within these portfolio segments remained relatively strong during the third quarter of 2021. Quantitative reserves also decreased as of September 30, 2021, attributable to continued improvements in credit quality, including decreases in the weighted average probability of default across most portfolios, as well as increased stability in economic variables.

While management is unable to know with certainty the direct, indirect, and future impacts of the COVID-19 pandemic, it is expected that the pandemic could potentially have a significant impact on future losses across a broad range of loan segments. As such, the allowance for credit losses at September 30, 2021 continues to reflect elevated reserve allocations to those loan segments that management considers to have heightened loss exposure associated with the COVID-19 pandemic. The reasonable and supportable forecast modeled in the allowance for credit ~~losses incorporates an economic scenario which reflects management's assumption that some uncertainty remains as the economy recovers, such as~~losses. Management's forecast anticipates that the federal funds rates

~~Table of Contents~~

will ~~remain~~rise in the near ~~0% through 2023,~~term, that supply chain issues will persist, inflation remains elevated, the military conflict between Russia and ~~that recent federal stimulus activity~~Ukraine will ~~be less effective as consumers are reluctant to spend~~persist longer than originally anticipated for the ~~funds, some concerns about the speed of widespread vaccine administration,~~foreseeable future, potentially impacting global oil supplies and the ~~efficacy of the vaccines~~supply chain more generally and general economic conditions, as well as concerns regarding rising COVID-19 cases and the possibility of resurgences. The forecast used by management also anticipates that the U.S. economy will fall into a mild recession during the third quarter of 2022 and persist for ~~resurgences of COVID-19~~the short term. Additionally, the allowance for credit losses continues to be qualitatively adjusted in order to ensure coverage for relationships that are deemed to be more at risk within certain industries, specific collateral types, or other ~~variants of~~specific characteristics that may be highly impacted by the ~~virus.~~

current economic environment.

7370

Table of Contents

The following table summarizes ~~changes in~~ the ~~allowance for credit losses and other selected statistics~~ratio of net charge-offs to average loans outstanding within each major loan category for the periods presented:

Table 1110 - Summary ~~of Changes in the Allowance for Credit Losses~~Net Charge-Offs to Average Loans Outstanding


		Three Months Ended																Net Charge-Offs (Recoveries)		Average Amount Outstanding		Ratio of Annualized Net Charge-Offs/(Recoveries) to Average Loans		Net Charge-Offs (Recoveries)		Average Amount Outstanding		Ratio of Annualized Net Charge-Offs/(Recoveries) to Average Loans
		September 30 2021			June 30 2021			March 31 2021			December 31 2020			September 30 2020				(Dollars in thousands)
		(Dollars in thousands)																Three Months Ended June 30, 2022						Six Months Ended June 30, 2022
Average total loans		$	8,827,249		$	9,107,446		$	9,343,769		$	9,396,192		$	9,375,522
Allowance for credit losses, beginning of period		$	102,357		$	107,549		$	113,392		$	115,625		$	112,176

Charged-off loans
Commercial and industrial	Commercial and industrial	1			142			3,331			2,124			185			Commercial and industrial	$	(29)	$	1,537,883	(0.01)	%	$	(42)	$	1,536,757	(0.01)	%
Commercial real estate	Commercial real estate	—			—			—			—			3,885			Commercial real estate	—		7,827,442		—	%	(3)		7,869,164		—	%
Commercial construction	Commercial construction	—			—			—			—			—			Commercial construction	—		1,193,353		—	%	—		1,192,013		—	%
Small business	Small business	83			35			66			186			49			Small business	(22)		203,947		(0.04)	%	—		199,408		—	%
Residential real estate	Residential real estate	—			—			—			105			—			Residential real estate	—		1,761,986		—	%	—		1,705,883		—	%
Home equity	Home equity	—			69			—			—			—			Home equity	84		1,046,933		0.03	%	82		1,039,661		0.02	%
Other consumer	Other consumer	248			235			289			283			185			Other consumer	166		31,554		2.11	%	566		30,690		3.72	%
Total charged-off loans		332			481			3,686			2,698			4,304
Recoveries on loans previously charged-off
Total																	Total	$	199	$	13,603,098	0.01	%	$	603	$	13,573,576	0.01	%

																		Net Charge-Offs (Recoveries)		Average Amount Outstanding		Ratio of Annualized Net Charge-Offs/(Recoveries) to Average Loans		Net Charge-Offs (Recoveries)		Average Amount Outstanding		Ratio of Annualized Net Charge-Offs/(Recoveries) to Average Loans
																		(Dollars in thousands)
																		Three Months Ended June 30, 2021						Six Months Ended June 30, 2021
Commercial and industrial	Commercial and industrial	1			35			64			242			1			Commercial and industrial	$	107	$	1,944,026	0.02	%	$	3,374	$	2,029,075	0.34	%
Commercial real estate	Commercial real estate	—			—			57			—			9			Commercial real estate	—		4,196,171		—	%	(57)		4,176,202		—	%
Commercial construction	Commercial construction	—			—			—			—			—			Commercial construction	—		514,935		—	%	—		534,933		—	%
Small business	Small business	50			4			11			25			2			Small business	31		178,525		0.07	%	86		176,434		0.10	%
Residential real estate	Residential real estate	—			—			1			—			1			Residential real estate	—		1,226,520		—	%	(1)		1,248,778		—	%
Home equity	Home equity	49			45			13			36			21			Home equity	24		1,024,798		0.01	%	11		1,037,446		—	%
Other consumer	Other consumer	121			205			197			162			219			Other consumer	30		22,471		0.54	%	122		22,087		1.11	%
Total recoveries		221			289			343			465			253
Net loans charged-off (recovered)
Commercial and industrial		—			107			3,267			1,882			184
Commercial real estate		—			—			(57)			—			3,876
Commercial construction		—			—			—			—			—
Small business		33			31			55			161			47
Residential real estate		—			—			(1)			105			(1)
Home equity		(49)			24			(13)			(36)			(21)
Other consumer		127			30			92			121			(34)
Total net loans charged-off		111			192			3,343			2,233			4,051
Provision for credit losses		(10,000)			(5,000)			(2,500)			—			7,500
Total allowance for credit losses, end of period		$	92,246		$	102,357		$	107,549		$	113,392		$	115,625
Net loans charged-off as a percent of average total loans (annualized)		0.00		%	0.01		%	0.15		%	0.09		%	0.17		%
Allowance for credit losses as a percent of total loans		1.05		%	1.15		%	1.16		%	1.21		%	1.23		%
Allowance for credit losses as a percent of nonperforming loans		201.37		%	214.06		%	181.67		%	169.59		%	117.95		%
Total																	Total	$	192	$	9,107,446	0.01	%	$	3,535	$	9,224,955	0.08	%

As noted in the table above, net charge-offs incurred by the Company have been minimal for the periods presented, with larger losses being isolated to individual loan workouts, and are not indicative of declining credit quality in the Company's overall loan portfolio.

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For purposes of the allowance for credit losses, management segregates the loan portfolio into the portfolio segments detailed in the table below. The allocation of the allowance for credit losses is made to each loan category using the analytical techniques and estimation methods described in this Report. While these amounts represent management’s best estimate of credit losses at the evaluation dates, they are not necessarily indicative of either the categories in which actual losses may occur or the extent of such actual losses that may be recognized within each category. Each of these loan categories possess unique risk characteristics that are considered when determining the appropriate level of allowance for each segment. The total allowance is available to absorb losses from any segment of the loan portfolio.

The following table sets forth the allocation of the allowance for credit losses by loan category at the dates indicated:

Table 1211 - Summary of Allocation of Allowance for Credit Losses


		September 30 2021				December 31 2020					June 30 2022				December 31 2021
		Allowance Amount		Percent of Loans In Category To Total Loans		Allowance Amount		Percent of Loans In Category To Total Loans			Allowance Amount		Percent of Loans In Category To Total Loans		Allowance Amount		Percent of Loans In Category To Total Loans
		(Dollars in thousands)									(Dollars in thousands)
Commercial and industrial (1)	Commercial and industrial (1)	$	16,014	18.5	%	$	21,086	22.4	%	Commercial and industrial (1)	$	14,107	11.3	%	$	14,402	11.5	%
Commercial real estate	Commercial real estate	37,798		47.9	%	45,009		44.4	%	Commercial real estate	83,456		57.0	%	83,486		58.8	%
Commercial construction	Commercial construction	4,468		5.9	%	5,397		5.9	%	Commercial construction	11,710		8.7	%	12,316		8.6	%
Small business	Small business	3,667		2.1	%	5,095		1.9	%	Small business	2,784		1.5	%	3,508		1.4	%
Residential real estate	Residential real estate	11,047		13.9	%	14,275		13.8	%	Residential real estate	19,750		13.5	%	14,484		11.8	%
Home equity	Home equity	18,868		11.4	%	22,060		11.4	%	Home equity	11,740		7.8	%	17,986		7.7	%
Other consumer	Other consumer	384		0.3	%	470		0.2	%	Other consumer	772		0.2	%	740		0.2	%
Total allowance for credit losses	Total allowance for credit losses	$	92,246	100.0	%	$	113,392	100.0	%	Total allowance for credit losses	$	144,319	100.0	%	$	146,922	100.0	%

(1)~~This loan~~Total loans in this category ~~includes~~are inclusive of $30.6 million and $216.2 million in loans, at June 30, 2022 and December 31, 2021, respectively, which were originated as part of the PPP established by the CARES ~~Act, which~~Act. These loans have been excluded from the credit loss calculations ~~because~~as these loans are 100% guaranteed by the U.S. Government.

To determine if a loan should be charged-off, all possible sources of repayment are analyzed. Possible sources of repayment include the potential for future cash flows, the value of the Bank’s collateral, and the strength of co-makers or guarantors. When available information confirms that specific loans or portions thereof are uncollectible, these amounts are promptly charged-off against the allowance for credit losses and any recoveries of such previously charged-off amounts are credited to the allowance.

Regardless of whether a loan is unsecured or collateralized, the Company charges off the amount of any confirmed loan loss in the period when the loans, or portions of loans, are deemed uncollectible. For troubled, collateral-dependent loans, loss-confirming events may include an appraisal or other valuation that reflects a shortfall between the value of the collateral and the carrying value of the loan or receivable, or a deficiency balance following the sale of the collateral.

For additional information regarding the Company’s allowance for credit losses, see Note 4 "Loans, Allowance for Credit Losses and Credit Quality" within the Notes to Consolidated Financial Statements included in Part I. Item 1 of this Report.

Federal Home Loan Bank Stock The ~~Bank held investments in FHLB of Boston stock of $8.7 million and $10.3 million at September 30, 2021 and December 31, 2020, respectively. The~~ FHLB is a cooperative that provides services to its member banking institutions. The primary reason for the FHLB of Boston membership is to gain access to a reliable source of wholesale funding as a tool to manage liquidity and interest rate risk. The purchase of stock in the FHLB is a requirement for a member to gain access to funding. The Company either purchases additional FHLB stock or is subject to redemption of FHLB stock proportional to the volume of funding received. The Company views the holdings as a necessary long-term investment for the purpose of balance sheet liquidity and not for investment return. The Bank held investments in FHLB of Boston stock of $6.2 million and $11.4 million at June 30, 2022 and December 31, 2021, respectively, reflecting redemption activity occurring during the first half of 2022.

Goodwill and Other Intangible Assets Goodwill and other intangible assets were ~~$525.3 million and $529.3 million~~$1.0 billion at ~~September~~both June 30, ~~2021~~2022 and December 31, ~~2020, respectively. The decrease was primarily due to amortization~~2021.

Table of ~~definite-lived intangibles.~~Contents

The Company typically performs its annual goodwill impairment testing during the third quarter of the year, unless certain indicators suggest earlier testing to be warranted. Accordingly, the Company last performed its annual goodwill

~~Table of Contents~~

impairment testing during the third quarter of 2021 and determined that the Company's goodwill was not impaired as of September 30, 2021. Other intangible assets are also reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable. There were no events or changes during the ~~third~~second quarter of ~~2021~~2022 that indicated impairment of goodwill and other intangible assets.

Cash Surrender Value of Life Insurance Policies The Bank holds life insurance policies for the purpose of offsetting its future obligations to its employees under its retirement and benefits plans. The cash surrender value of life insurance policies was ~~$244.6~~$292.8 million at ~~September~~June 30, ~~2021~~2022 compared to ~~$200.5~~$289.3 million at December 31, ~~2020,~~2021, representing an increase of ~~$44.0~~$3.5 million, or ~~22.0%~~1.2%, primarily due to ~~new policy purchases.~~ income earned on the policies.

The Company recorded tax exempt income from life insurance policies of ~~$1.6~~$1.9 million and ~~$1.3~~$1.6 million for the three months ended ~~September~~June 30, ~~2021~~2022 and ~~2020,~~2021, respectively, and ~~$4.5~~$3.7 million and ~~$3.9~~$2.9 million for the ~~nine~~six months ended ~~September~~June 30, 2022 and 2021, ~~and 2020,~~ respectively. ~~There were no gains on life insurance benefits recorded for the three months ended September 30, 2021 and September 30, 2020.~~ The Company recorded gains on life insurance benefits of ~~$258,000, and $692,000~~$123,000 for the ~~nine~~three and six months ended ~~September~~June 30, ~~2021~~2022, and ~~2020, respectively.~~$258,000 for the six months ended June 30, 2022. No gains were recognized during the three months ended June 30, 2021.

Deposits As of ~~September~~June 30, ~~2021,~~2022, total deposits were ~~$12.3~~$16.6 billion, representing a ~~$1.3 billion,~~$277.5 million, or ~~11.5%~~1.6%, ~~increase~~decrease from December 31, ~~2020,~~ ~~as robust new account opening activity and the ongoing impact of government stimulus payments~~2021, primarily attributable to continued ~~to fuel significant growth.~~runoff in higher cost time deposits. The total cost of deposits was 0.05% and ~~0.20%~~0.07% for the three months ended ~~September~~June 30, ~~2021~~2022 and ~~2020,~~2021, respectively, and ~~0.07%~~0.05% and ~~0.31%~~0.08% for the ~~nine~~six months ended ~~September~~June 30, ~~2021~~2022 and ~~2020,~~2021, respectively. Core deposits increased ~~from 91.6%~~to 86.8% of total deposits as of June 30, ~~2021 to 92.0% of total deposits as of September 30, 2021, while noncore time deposits continued to runoff.~~2022 from 84.5% at December 31, 2021.

The Company also participates in the IntraFi Network, allowing the Bank to provide easy access to multi-million dollar Federal Deposit Insurance Corporation ("FDIC") deposit insurance protection on certificate of deposit and money market investments for consumers, businesses and public entities. This channel allows the Company to seek additional funding in potentially large quantities by attracting deposits from outside the Bank’s core market, and amounted to ~~$244.6~~$819.7 million and ~~$237.9~~$998.1 million at ~~September~~June 30, ~~2021~~2022 and December 31, ~~2020,~~2021, respectively. In addition, the Company may occasionally raise funds through the use of brokered deposits outside of the IntraFi Network, which amounted to ~~$6.0~~$113.8 million and ~~$8.5~~$141.6 million at ~~September~~June 30, ~~2021~~2022 and December 31, ~~2020,~~2021, respectively.

Borrowings The ~~Company’s~~Company's borrowings consist of both short-term and long-term borrowings and provide the Bank with one of its primary sources of funding. Maintaining available borrowing capacity provides the Bank with a contingent source of liquidity.

~~The following table presents~~ Borrowings were $138.3 million at June 30, 2022, a decrease of $14.0 million, or 9.2%, as compared to December 31, 2022, due primarily to the ~~components~~re-payment of ~~borrowings as~~a revolving loan credit facility during the first quarter of ~~the dates indicated:~~

~~Table 13 - Borrowings~~

September 30
2021 December 31
2020
(Dollars in thousands)
Federal Home Loan Bank borrowings $ 25,675 $ 35,740
Long-term borrowings 18,750 32,773
Junior subordinated debentures 62,853 62,851
Subordinated debentures 49,767 49,696
Total borrowings $ 157,045 $ 181,060
2022.

Additionally, the Bank had ~~$3.6~~$4.4 billion and ~~$4.1~~$4.2 billion of assets pledged as collateral against borrowings at ~~September~~June 30, ~~2021~~2022 and December 31, ~~2020,~~2021, respectively. These assets are primarily pledged to the FHLB of Boston and the Federal Reserve Bank of Boston.

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Capital Resources On ~~September~~June 16, ~~2021,~~2022 the Company’s Board of Directors declared a cash dividend of ~~$0.48~~$0.51 per share to shareholders of record as of the close of business on ~~September~~June 27, ~~2021.~~2022. This dividend was paid on ~~October~~July 8, ~~2021.~~2022.

The Company and the Bank are subject to various regulatory capital requirements administered by the federal banking agencies. Failure to meet minimum capital requirements can initiate certain mandatory and possibly additional discretionary actions by regulators that, if undertaken, could have a direct material effect on the Company’s 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 quantitative measures of the Company’s and the Bank’s assets, liabilities and certain off-balance sheet items as calculated under regulatory accounting practices. The capital amounts and classifications are also subject to qualitative judgments by the regulators about components, risk weightings and other factors.

Quantitative measures established by regulation to ensure capital adequacy require the Company and the Bank to maintain minimum amounts and ratios (set forth in the table below) of Total, Tier 1 Capital and Common Equity Tier 1 Capital (as defined for regulatory purposes) to risk weighted assets (as defined for regulatory purposes) and Tier 1 Capital to average assets (as defined for regulatory purposes). At ~~September~~June 30, ~~2021~~2022 and December 31, ~~2020,~~2021, the Company and the Bank exceeded the minimum requirements for all applicable ratios that were in effect during the respective periods. The Company’s and the Bank’s capital amounts and ratios are presented in the following table, along with the applicable minimum requirements as of each date indicated:

Table 1412 - Company and Bank's Capital Amounts and Ratios


		Actual				For Capital Adequacy Purposes					To Be Well Capitalized Under Prompt Corrective Action Provisions						Actual				For Capital Adequacy Purposes					To Be Well Capitalized Under Prompt Corrective Action Provisions
		Amount		Ratio		Amount			Ratio		Amount			Ratio			Amount		Ratio		Amount			Ratio		Amount			Ratio
		September 30, 2021															June 30, 2022
		(Dollars in thousands)															(Dollars in thousands)
Company (consolidated)	Company (consolidated)															Company (consolidated)
Total capital (to risk weighted assets)	Total capital (to risk weighted assets)	$	1,432,353	15.78	%	$	726,292	≥	8.0	%	N/A			N/A		Total capital (to risk weighted assets)	$	2,230,736	15.62	%	$	1,142,190	≥	8.0	%	N/A			N/A
Common equity tier 1 capital (to risk weighted assets)	Common equity tier 1 capital (to risk weighted assets)	1,228,670		13.53	%	408,539		≥	4.5	%	N/A			N/A		Common equity tier 1 capital (to risk weighted assets)	1,984,977		13.90	%	642,482		≥	4.5	%	N/A			N/A
Tier 1 capital (to risk weighted assets)	Tier 1 capital (to risk weighted assets)	1,289,672		14.21	%	544,719		≥	6.0	%	N/A			N/A		Tier 1 capital (to risk weighted assets)	1,984,977		13.90	%	856,643		≥	6.0	%	N/A			N/A
Tier 1 capital (to average assets)	Tier 1 capital (to average assets)	1,289,672		9.36	%	571,437		≥	4.0	%	N/A			N/A		Tier 1 capital (to average assets)	1,984,977		10.42	%	762,182		≥	4.0	%	N/A			N/A
Bank	Bank															Bank
Total capital (to risk weighted assets)	Total capital (to risk weighted assets)	$	1,389,105	15.30	%	$	726,448	≥	8.0	%	$	908,060	≥	10.0	%	Total capital (to risk weighted assets)	$	2,128,013	14.91	%	$	1,142,018	≥	8.0	%	$	1,427,523	≥	10.0	%
Common equity tier 1 capital (to risk weighted assets)	Common equity tier 1 capital (to risk weighted assets)	1,296,191		14.27	%	408,627		≥	4.5	%	590,239		≥	6.5	%	Common equity tier 1 capital (to risk weighted assets)	1,993,092		13.96	%	642,385		≥	4.5	%	927,890		≥	6.5	%
Tier 1 capital (to risk weighted assets)	Tier 1 capital (to risk weighted assets)	1,296,191		14.27	%	544,836		≥	6.0	%	726,448		≥	8.0	%	Tier 1 capital (to risk weighted assets)	1,993,092		13.96	%	856,514		≥	6.0	%	1,142,018		≥	8.0	%
Tier 1 capital (to average assets)	Tier 1 capital (to average assets)	1,296,191		9.40	%	571,492		≥	4.0	%	714,365		≥	5.0	%	Tier 1 capital (to average assets)	1,993,092		10.46	%	762,170		≥	4.0	%	952,712		≥	5.0	%
		December 31, 2020															December 31, 2021
		(Dollars in thousands)															(Dollars in thousands)
Company (consolidated)	Company (consolidated)															Company (consolidated)
Total capital (to risk weighted assets)	Total capital (to risk weighted assets)	$	1,374,349	15.13	%	$	726,482	≥	8.0	%	N/A			N/A		Total capital (to risk weighted assets)	$	2,262,740	16.04	%	$	1,128,900	≥	8.0	%	N/A			N/A
Common equity tier 1 capital (to risk weighted assets)	Common equity tier 1 capital (to risk weighted assets)	1,150,177		12.67	%	408,646		≥	4.5	%	N/A			N/A		Common equity tier 1 capital (to risk weighted assets)	2,017,497		14.30	%	635,006		≥	4.5	%	N/A			N/A
Tier 1 capital (to risk weighted assets)	Tier 1 capital (to risk weighted assets)	1,211,177		13.34	%	544,861		≥	6.0	%	N/A			N/A		Tier 1 capital (to risk weighted assets)	2,017,497		14.30	%	846,675		≥	6.0	%	N/A			N/A
Tier 1 capital (to average assets)	Tier 1 capital (to average assets)	1,211,177		9.56	%	506,805		≥	4.0	%	N/A			N/A		Tier 1 capital (to average assets)	2,017,497		12.03	%	670,659		≥	4.0	%	N/A			N/A
Bank	Bank															Bank
Total capital (to risk weighted assets)	Total capital (to risk weighted assets)	$	1,320,056	14.54	%	$	726,313	≥	8.0	%	$	907,892	≥	10.0	%	Total capital (to risk weighted assets)	$	2,083,689	14.77	%	$	1,128,536	≥	8.0	%	$	1,410,670	≥	10.0	%
Common equity tier 1 capital (to risk weighted assets)	Common equity tier 1 capital (to risk weighted assets)	1,206,566		13.29	%	408,551		≥	4.5	%	590,130		≥	6.5	%	Common equity tier 1 capital (to risk weighted assets)	1,949,237		13.82	%	634,801		≥	4.5	%	916,935		≥	6.5	%
Tier 1 capital (to risk weighted assets)	Tier 1 capital (to risk weighted assets)	1,206,566		13.29	%	544,735		≥	6.0	%	726,313		��	8.0	%	Tier 1 capital (to risk weighted assets)	1,949,237		13.82	%	846,402		≥	6.0	%	1,128,536		≥	8.0	%
Tier 1 capital (to average assets)	Tier 1 capital (to average assets)	1,206,566		9.54	%	505,747		≥	4.0	%	632,184		≥	5.0	%	Tier 1 capital (to average assets)	1,949,237		11.62	%	670,827		≥	4.0	%	838,534		≥	5.0	%

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In addition to the minimum risk-based capital requirements outlined in the table above, the Company is required to maintain a minimum capital conservation buffer, in the form of common equity, in order to avoid restrictions on capital distributions and discretionary bonuses. The required amount of the capital conservation buffer is 2.5%. At ~~September~~June 30, ~~2021,~~2022, the Company's capital levels exceeded the buffer.

Dividend Restrictions The Company is subject to capital and dividend requirements administered by federal and state bank regulators, and the Company will not declare a cash dividend that would cause the Company to violate regulatory requirements. The Company is, in the ordinary course of business, dependent upon the receipt of cash dividends from the Bank to pay cash dividends to shareholders and satisfy the Company’s other cash needs. Federal and state law impose limits on capital distributions by the Bank. Massachusetts-chartered banks, such as the Bank, may declare from net profits cash dividends not more frequently than quarterly and non-cash dividends at any time. No dividends may be declared, credited, or paid if the Bank’s capital stock would be impaired. Massachusetts Bank Commissioner approval is required if the total of all dividends declared by the Bank in any calendar year would exceed the total of its net profits for that year combined with its retained net profits of the preceding two years, less any required transfer to surplus or a fund for the retirement of any preferred stock. Dividends ~~of $33.9 million and $16.2 million were~~ paid by the Bank to the Company totaled $53.2 million and $5.0 million for the three months ended ~~September~~June 30, ~~2021~~2022 and ~~September 30, 2020,~~2021, respectively and ~~dividends of $38.9~~totaled $78.2 million and ~~$139.8~~$5.0 million ~~were paid by the Bank to the Company~~ for the ~~nine~~six months ended ~~September~~June 30, ~~2021~~2022 and ~~September 30, 2020,~~2021, respectively.

Trust Preferred Securities In accordance with the applicable accounting standard related to variable interest entities, the common stock of trusts which have issued trust preferred securities has not been included in the consolidated financial statements of the Company. At each of ~~September~~June 30, ~~2021~~2022 and December 31, ~~2020~~2021 there were $61.0 million in trust preferred securities included in the Tier 12 capital of the Company for regulatory reporting purposes pursuant to the Federal Reserve's capital adequacy guidelines.

Investment Management AsThe following table presents total assets under administration and number of ~~September 30, 2021,~~accounts held by the Rockland Trust Investment Management Group ~~had~~at the following dates:

Table 13 - Assets Under Administration


	June 30 2022		December 31 2021		June 30 2021
	(Dollars in thousands)
Assets under administration	$	5,156,575	$	5,726,368	$	5,407,211
Number of trust, fiduciary and agency accounts	6,721		6,379		6,283

The decrease in assets under administration at June 30, 2022 was driven primarily by depressed market valuations experienced during the first half of $5.4 billion, representing 6,368 trust, fiduciary, and agency accounts. At December 31, 2020, assets under administration were $4.9 billion, representing approximately 6,175 trust, fiduciary, and agency accounts.2022. Included in these amounts as of ~~September~~June 30, ~~2021~~2022 and December 31, ~~2020 were~~2021 are assets under administration of ~~$405.9~~$376.3 million and ~~$369.6~~$447.4 million, respectively, relating to the Company’s registered investment advisor, Bright Rock Capital Management, LLC, which provides institutional quality investment management services to institutional and high net worth clients. Revenue from the Investment Management Group was ~~$8.1~~$7.8 million and ~~$7.0~~$8.0 million for the three months ended ~~September~~June 30, ~~2021~~2022 and ~~2020,~~2021, respectively, and ~~$23.6~~$15.7 million and ~~$20.1~~$15.4 million for the ~~nine~~six months ended ~~September~~June 30, ~~2021~~2022 and ~~2020, respectively.~~

~~Retail investments and insurance revenue was $1.0 million and $573,000 for the three months ended September 30,~~ 2021, ~~and 2020, respectively, and $2.8 million and $1.6 million for the nine months ended September 30, 2021 and 2020,~~ respectively.

~~Retail~~The administration of trust and fiduciary accounts is monitored by the Trust Committee of the Bank’s Board of Directors. The Trust Committee has delegated administrative responsibilities to three committees, one for investments, one for administration, and ~~insurance revenue include commission revenue from~~one for operations, all of which are comprised of Investment Management Group officers who meet no less than quarterly.

The Bank has an agreement with LPL Financial ~~(“LPL”~~("LPL") and its affiliates and their insurance subsidiary, LPL Insurance Associates, Inc., ~~which offers~~to offer the sale of mutual fund shares, unit investment trust shares, general securities, fixed and variable annuities and life insurance. Registered representatives who are both employed by the Bank and licensed and contracted with LPL are onsite to offer these products to the Bank’s customer base. These same agents are also approved and appointed with various other ~~broker general agents~~Broker General Agents for the ~~purpose~~purposes of processing insurance solutions for clients. Retail investments and insurance revenue was $1.5 million and $845,000 for the three months ended June 30, 2022 and 2021, respectively, and $2.3 million and $1.7 million for the six months ended June 30, 2022 and 2021, respectively.

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RESULTS OF OPERATIONS

The following table provides a summary of results of operations for the three and ~~nine~~six months ended ~~September~~June 30, ~~2021~~2022 and ~~2020:~~2021:

Table 1514 - Summary of Results of Operations


		Three Months Ended September 30						Nine Months Ended September 30							Three Months Ended June 30						Six Months Ended June 30
		2021			2020			2021			2020				2022			2021			2022			2021
		(Dollars in thousands, except per share data)													(Dollars in thousands, except per share data)
Net income	Net income	$	40,007		$	34,873		$	119,290		$	86,526		Net income	$	61,776		$	37,572		$	114,873		$	79,283
Diluted earnings per share	Diluted earnings per share	$	1.21		$	1.06		$	3.61		$	2.59		Diluted earnings per share	$	1.32		$	1.14		$	2.44		$	2.40
Return on average assets	Return on average assets	1.11		%	1.07		%	1.15		%	0.93		%	Return on average assets	1.24		%	1.08		%	1.15		%	1.17		%
Return on average equity	Return on average equity	9.04		%	8.21		%	9.20		%	6.80		%	Return on average equity	8.49		%	8.70		%	7.82		%	9.28		%
Net interest margin	Net interest margin	2.78		%	3.13		%	3.00		%	3.36		%	Net interest margin	3.27		%	2.99		%	3.18		%	3.12		%

The Company's results of operations for the nine months ended September 30, 2021 were positively impacted by a release of provision for credit losses in the amount of $17.5 million, as well as elevated interest income from forgiven PPP loans. In comparison, results for the same nine ended September 30, 2020 reflected an increased provision for credit loss of $52.5 million, driven by anticipated credit losses related to the COVID-19 pandemic.

Net Interest Income The amount of net interest income is affected by changes in interest rates and by the volume, mix, and interest rate sensitivity of interest-earning assets and interest-bearing liabilities.

On a fully tax equivalent basis ("FTE"), net interest income for the ~~third~~second quarter of ~~2021~~2022 was ~~$90.3~~$145.8 million, representing ~~a decrease~~an increase of ~~$801,000,~~$52.3 million, or ~~0.9%~~55.9%, when compared to the ~~third~~second quarter of ~~2020.~~2021. For the ~~nine~~six months ended ~~September~~June 30, ~~2021,~~2022, the net interest income on a FTE basis was ~~$279.7~~$284.2 million, representing an increase of ~~$2.7~~$94.8 million, or ~~1.0%~~50.1%, when compared to the year ago period. The year-over-year increases in net interest income are primarily attributable to the impact of the Meridian acquisition which closed during the fourth quarter of 2021, as well as the positive impact of asset repricing in the rising rate environment and relatively stable funding costs experienced during the first half of 2022.

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The following tables present the Company’s average balances, net interest income, interest rate spread, and net interest margin for the three and ~~nine~~six months ended ~~September~~June 30, ~~2021~~2022 and ~~2020.~~2021. Nontaxable income from loans and securities is presented on a FTE basis by adjusting tax-exempt income upward by an amount equivalent to the prevailing income tax rate that would have been paid if the income had been fully taxable.

Table 1615 - Average Balance, Interest Earned/Paid & Average Yields Quarter-to-Date


		Three Months Ended September 30													Three Months Ended June 30
		2021						2020							2022						2021
		Average Balance		Interest Earned/ Paid		Yield/Rate		Average Balance		Interest Earned/ Paid		Yield/Rate			Average Balance		Interest Earned/ Paid		Yield/Rate		Average Balance		Interest Earned/ Paid		Yield/Rate
		(Dollars in thousands)													(Dollars in thousands)
Interest-earning assets	Interest-earning assets													Interest-earning assets
Interest-earning deposits with banks, federal funds sold, and short term investments	Interest-earning deposits with banks, federal funds sold, and short term investments	$	2,135,031	$	815	0.15	%	$	997,921	$	254	0.10	%	Interest-earning deposits with banks, federal funds sold, and short term investments	$	1,377,286	$	2,817	0.82	%	$	1,882,285	$	513	0.11	%
Securities	Securities													Securities
Securities - trading	Securities - trading	3,498		—		—	%	2,607		—		—	%	Securities - trading	3,863		—		—	%	3,359		—		—	%
Securities - taxable investments	Securities - taxable investments	1,880,863		7,792		1.64	%	1,139,843		7,218		2.52	%	Securities - taxable investments	2,889,245		11,281		1.57	%	1,514,336		7,184		1.90	%
Securities - nontaxable investments (1)	Securities - nontaxable investments (1)	468		5		4.24	%	1,146		11		3.82	%	Securities - nontaxable investments (1)	197		3		6.11	%	555		6		4.34	%
Total securities	Total securities	$	1,884,829	$	7,797	1.64	%	$	1,143,596	$	7,229	2.51	%	Total securities	$	2,893,305	$	11,284	1.56	%	$	1,518,250	$	7,190	1.90	%
Loans held for sale	Loans held for sale	30,143		193		2.54	%	50,709		326		2.56	%	Loans held for sale	3,842		35		3.65	%	28,279		186		2.64	%
Loans (2)	Loans (2)													Loans (2)
Commercial and industrial (1)	Commercial and industrial (1)	1,640,422		15,309		3.70	%	2,033,385		17,724		3.47	%	Commercial and industrial (1)	1,537,883		17,496		4.56	%	1,944,026		20,351		4.20	%
Commercial real estate (1)	Commercial real estate (1)	4,232,575		41,469		3.89	%	4,086,594		41,578		4.05	%	Commercial real estate (1)	7,827,442		76,771		3.93	%	4,196,171		41,532		3.97	%
Commercial construction	Commercial construction	507,393		4,916		3.84	%	568,007		5,126		3.59	%	Commercial construction	1,193,353		13,456		4.52	%	514,935		4,777		3.72	%
Small business	Small business	181,953		2,341		5.10	%	168,662		2,303		5.43	%	Small business	203,947		2,656		5.22	%	178,525		2,302		5.17	%
Total commercial	Total commercial	6,562,343		64,035		3.87	%	6,856,648		66,731		3.87	%	Total commercial	10,762,625		110,379		4.11	%	6,833,657		68,962		4.05	%
Residential real estate	Residential real estate	1,231,606		10,955		3.53	%	1,387,055		13,436		3.85	%	Residential real estate	1,761,986		14,879		3.39	%	1,226,520		11,058		3.62	%
Home equity	Home equity	1,007,371		9,043		3.56	%	1,107,685		9,658		3.47	%	Home equity	1,046,933		9,178		3.52	%	1,024,798		8,591		3.36	%
Total consumer real estate	Total consumer real estate	2,238,977		19,998		3.54	%	2,494,740		23,094		3.68	%	Total consumer real estate	2,808,919		24,057		3.44	%	2,251,318		19,649		3.50	%
Other consumer	Other consumer	25,929		398		6.09	%	24,134		515		8.49	%	Other consumer	31,554		507		6.44	%	22,471		411		7.34	%
Total loans	Total loans	$	8,827,249	$	84,431	3.79	%	$	9,375,522	$	90,340	3.83	%	Total loans	$	13,603,098	$	134,943	3.98	%	$	9,107,446	$	89,022	3.92	%
Total interest-earning assets	Total interest-earning assets	$	12,877,252	$	93,236	2.87	%	$	11,567,748	$	98,149	3.38	%	Total interest-earning assets	$	17,877,531	$	149,079	3.34	%	$	12,536,260	$	96,911	3.10	%
Cash and due from banks	Cash and due from banks	144,556						124,482						Cash and due from banks	190,501						142,198
Federal Home Loan Bank stock	Federal Home Loan Bank stock	8,904						15,090						Federal Home Loan Bank stock	6,249						9,410
Other assets	Other assets	1,268,199						1,313,194						Other assets	1,855,351						1,258,056
Total assets	Total assets	$	14,298,911					$	13,020,514					Total assets	$	19,929,632					$	13,945,924
Interest-bearing liabilities	Interest-bearing liabilities													Interest-bearing liabilities
Deposits	Deposits													Deposits
Savings and interest checking accounts	Savings and interest checking accounts	$	4,426,106	$	338	0.03	%	$	3,836,488	$	838	0.09	%	Savings and interest checking accounts	$	6,192,761	$	710	0.05	%	$	4,339,645	$	384	0.04	%
Money market	Money market	2,375,492		443		0.07	%	2,087,822		945		0.18	%	Money market	3,486,017		607		0.07	%	2,347,852		429		0.07	%
Time deposits	Time deposits	795,943		852		0.42	%	1,076,546		3,649		1.35	%	Time deposits	1,356,507		794		0.23	%	843,090		1,204		0.57	%
Total interest-bearing deposits	Total interest-bearing deposits	$	7,597,541	$	1,633	0.09	%	$	7,000,856	$	5,432	0.31	%	Total interest-bearing deposits	$	11,035,285	$	2,111	0.08	%	$	7,530,587	$	2,017	0.11	%
Borrowings	Borrowings													Borrowings
Federal Home Loan Bank borrowings	Federal Home Loan Bank borrowings	$	31,118	$	165	2.10	%	$	145,766	$	408	1.11	%	Federal Home Loan Bank borrowings	$	25,654	$	123	1.92	%	$	35,704	$	191	2.15	%

Long-term borrowings	Long-term borrowings	18,742		77		1.63	%	37,439		141		1.50	%	Long-term borrowings	—		—		—	%	23,417		94		1.61	%
Junior subordinated debentures	Junior subordinated debentures	62,852		432		2.73	%	62,850		438		2.77	%	Junior subordinated debentures	62,854		410		2.62	%	62,852		429		2.74	%
Subordinated debentures	Subordinated debentures	49,753		617		4.92	%	49,659		617		4.94	%	Subordinated debentures	49,825		618		4.97	%	49,730		618		4.98	%

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Total borrowings	Total borrowings	$	162,465	$	1,291	3.15	%	$	295,714	$	1,604	2.16	%	Total borrowings	$	138,333	$	1,151	3.34	%	$	171,703	$	1,332	3.11	%
Total interest-bearing liabilities	Total interest-bearing liabilities	$	7,760,006	$	2,924	0.15	%	$	7,296,570	$	7,036	0.38	%	Total interest-bearing liabilities	$	11,173,618	$	3,262	0.12	%	$	7,702,290	$	3,349	0.17	%
Noninterest bearing demand deposits	Noninterest bearing demand deposits	4,502,045						3,700,902						Noninterest bearing demand deposits	5,546,041						4,237,135
Other liabilities	Other liabilities	280,754						332,937						Other liabilities	290,467						273,449
Total liabilities	Total liabilities	$	12,542,805					$	11,330,409					Total liabilities	$	17,010,126					$	12,212,874
Stockholders' equity	Stockholders' equity	1,756,106						1,690,105						Stockholders' equity	2,919,506						1,733,050
Total liabilities and stockholders' equity	Total liabilities and stockholders' equity	$	14,298,911					$	13,020,514					Total liabilities and stockholders' equity	$	19,929,632					$	13,945,924
Net interest income (1)	Net interest income (1)			$	90,312					$	91,113			Net interest income (1)			$	145,817					$	93,562
Interest rate spread (3)	Interest rate spread (3)					2.72	%					3.00	%	Interest rate spread (3)					3.22	%					2.93	%
Net interest margin (4)	Net interest margin (4)					2.78	%					3.13	%	Net interest margin (4)					3.27	%					2.99	%
Supplemental information	Supplemental information													Supplemental information
Total deposits, including demand deposits	Total deposits, including demand deposits	$	12,099,586	$	1,633			$	10,701,758	$	5,432			Total deposits, including demand deposits	$	16,581,326	$	2,111			$	11,767,722	$	2,017
Cost of total deposits	Cost of total deposits					0.05	%					0.20	%	Cost of total deposits					0.05	%					0.07	%
Total funding liabilities, including demand deposits	Total funding liabilities, including demand deposits	$	12,262,051	$	2,924			$	10,997,472	$	7,036			Total funding liabilities, including demand deposits	$	16,719,659	$	3,262			$	11,939,425	$	3,349
Cost of total funding liabilities	Cost of total funding liabilities					0.09	%					0.25	%	Cost of total funding liabilities					0.08	%					0.11	%

(1)The total amount of adjustment to interest income and yield on a FTE basis was ~~$220,000~~$956,000 and ~~$230,000~~$209,000 for the three months ended ~~September~~June 30, ~~2021~~2022 and ~~2020,~~2021, respectively. The FTE adjustment relates to tax exempt income relating to securities with average balances of ~~$468,000~~$197,000 and ~~$1.1 million~~$555,000 and tax exempt income relating to loans with average balances of ~~$61.2~~$402.7 million and ~~$81.6~~$60.4 million, for the three months ended ~~September~~June 30, ~~2021~~2022 and ~~2020,~~2021, respectively.

(2)Includes average nonaccruing loans.

(3)Interest rate spread represents the difference between the weighted average yield on interest-earning assets and the weighted average cost of interest-bearing liabilities.

(4)Net interest margin represents annualized net interest income as a percentage of average interest-earning assets.

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Table 1716 - Average Balance, Interest Earned/Paid & Average Yields Year-to-Date


		Nine Months Ended September 30													Six Months Ended June 30
		2021						2020							2022						2021
		Average Balance		Interest Earned/ Paid		Yield/ Rate		Average Balance		Interest Earned/ Paid		Yield/ Rate			Average Balance		Interest Earned/ Paid		Yield/ Rate		Average Balance		Interest Earned/ Paid		Yield/ Rate
		(Dollars in thousands)													(Dollars in thousands)
Interest-earning assets	Interest-earning assets													Interest-earning assets
Interest-earning deposits with banks, federal funds sold, and short-term investments	Interest-earning deposits with banks, federal funds sold, and short-term investments	$	1,782,463	$	1,654	0.12	%	$	599,827	$	546	0.12	%	Interest-earning deposits with banks, federal funds sold, and short-term investments	$	1,640,264	$	3,703	0.46	%	$	1,603,407	$	839	0.11	%
Securities	Securities													Securities
Securities - trading	Securities - trading	3,267		—		—	%	2,421		—		—	%	Securities - trading	3,798		—		—	%	3,150		—		—	%

Securities - taxable investments	Securities - taxable investments	1,550,859		21,603		1.86	%	1,178,671		23,006		2.61	%	Securities - taxable investments	2,808,213		21,324		1.53	%	1,383,122		13,811		2.01	%
Securities - nontaxable investments (1)	Securities - nontaxable investments (1)	555		17		4.10	%	1,176		34		3.86	%	Securities - nontaxable investments (1)	199		4		4.05	%	599		12		4.04	%
Total securities	Total securities	$	1,554,681	$	21,620	1.86	%	$	1,182,268	$	23,040	2.60	%	Total securities	$	2,812,210	$	21,328	1.53	%	$	1,386,871	$	13,823	2.01	%
Loans held for sale	Loans held for sale	35,953		675		2.51	%	43,150		917		2.84	%	Loans held for sale	6,643		99		3.01	%	38,907		482		2.50	%
Loans (2)	Loans (2)													Loans (2)
Commercial and industrial (1)	Commercial and industrial (1)	1,898,100		58,706		4.14	%	1,784,715		52,027		3.89	%	Commercial and industrial (1)	1,536,757		34,527		4.53	%	2,029,075		43,397		4.31	%
Commercial real estate (1)	Commercial real estate (1)	4,195,200		123,377		3.93	%	4,050,154		129,800		4.28	%	Commercial real estate (1)	7,869,164		152,800		3.92	%	4,176,202		81,908		3.96	%
Commercial construction	Commercial construction	525,652		14,976		3.81	%	554,222		17,341		4.18	%	Commercial construction	1,192,013		25,724		4.35	%	534,933		10,060		3.79	%
Small business	Small business	178,294		6,924		5.19	%	172,575		7,253		5.61	%	Small business	199,408		5,072		5.13	%	176,434		4,583		5.24	%
Total commercial	Total commercial	6,797,246		203,983		4.01	%	6,561,666		206,421		4.20	%	Total commercial	10,797,342		218,123		4.07	%	6,916,644		139,948		4.08	%
Residential real estate	Residential real estate	1,242,991		34,449		3.71	%	1,473,812		41,856		3.79	%	Residential real estate	1,705,883		28,576		3.38	%	1,248,778		23,494		3.79	%
Home equity	Home equity	1,027,311		26,391		3.43	%	1,125,817		31,617		3.75	%	Home equity	1,039,661		17,840		3.46	%	1,037,446		17,348		3.37	%
Total consumer real estate	Total consumer real estate	2,270,302		60,840		3.58	%	2,599,629		73,473		3.78	%	Total consumer real estate	2,745,544		46,416		3.41	%	2,286,224		40,842		3.60	%
Other consumer	Other consumer	23,382		1,241		7.10	%	25,643		1,587		8.27	%	Other consumer	30,690		996		6.54	%	22,087		843		7.70	%
Total loans	Total loans	$	9,090,930	$	266,064	3.91	%	$	9,186,938	$	281,481	4.09	%	Total loans	$	13,573,576	$	265,535	3.94	%	$	9,224,955	$	181,633	3.97	%
Total interest-earning assets	Total interest-earning assets	$	12,464,027	$	290,013	3.11	%	$	11,012,183	$	305,984	3.71	%	Total interest-earning assets	$	18,032,693	$	290,665	3.25	%	$	12,254,140	$	196,777	3.24	%
Cash and due from banks	Cash and due from banks	147,269						122,302						Cash and due from banks	181,069						148,499
Federal Home Loan Bank stock	Federal Home Loan Bank stock	9,516						17,645						Federal Home Loan Bank stock	8,814						9,828
Other assets	Other assets	1,256,066						1,256,074						Other assets	1,853,285						1,249,898
Total assets	Total assets	$	13,876,878					$	12,408,204					Total assets	$	20,075,861					$	13,662,365
Interest-bearing liabilities	Interest-bearing liabilities													Interest-bearing liabilities
Deposits	Deposits													Deposits
Savings and interest checking accounts	Savings and interest checking accounts	$	4,292,992	$	1,145	0.04	%	$	3,592,069	$	3,873	0.14	%	Savings and interest checking accounts	$	6,224,128	$	1,308	0.04	%	$	4,225,331	$	807	0.04	%
Money market	Money market	2,337,445		1,393		0.08	%	1,978,006		5,495		0.37	%	Money market	3,547,066		1,166		0.07	%	2,318,106		950		0.08	%
Time deposits	Time deposits	848,143		3,823		0.60	%	1,202,746		13,983		1.55	%	Time deposits	1,411,275		1,744		0.25	%	874,676		2,971		0.68	%
Total interest-bearing deposits	Total interest-bearing deposits	$	7,478,580	$	6,361	0.11	%	$	6,772,821	$	23,351	0.46	%	Total interest-bearing deposits	$	11,182,469	$	4,218	0.08	%	$	7,418,113	$	4,728	0.13	%
Borrowings	Borrowings													Borrowings
Federal Home Loan Bank borrowings	Federal Home Loan Bank borrowings	$	34,185	$	544	2.13	%	$	205,244	$	1,369	0.89	%	Federal Home Loan Bank borrowings	$	25,675	$	256	2.01	%	$	35,746	$	379	2.14	%

Long-term borrowings	Long-term borrowings	23,434		282		1.61	%	61,240		1,045		2.28	%	Long-term borrowings	4,506		31		1.39	%	25,818		205		1.60	%
Junior subordinated debentures	Junior subordinated debentures	62,852		1,287		2.74	%	62,849		1,362		2.89	%	Junior subordinated debentures	62,854		709		2.27	%	62,851		855		2.74	%
Subordinated debentures	Subordinated debentures	49,729		1,852		4.98	%	49,635		1,852		4.98	%	Subordinated debentures	49,813		1,235		5.00	%	49,717		1,235		5.01	%
Total borrowings	Total borrowings	$	170,200	$	3,965	3.11	%	$	378,968	$	5,628	1.98	%	Total borrowings	$	142,848	$	2,231	3.15	%	$	174,132	$	2,674	3.10	%
Total interest-bearing liabilities	Total interest-bearing liabilities	$	7,648,780	$	10,326	0.18	%	$	7,151,789	$	28,979	0.54	%	Total interest-bearing liabilities	$	11,325,317	$	6,449	0.11	%	$	7,592,245	$	7,402	0.20	%
Noninterest bearing demand deposits	Noninterest bearing demand deposits	4,213,764						3,257,058						Noninterest bearing demand deposits	5,495,036						4,067,235
Other liabilities	Other liabilities	280,002						300,248						Other liabilities	292,023						279,620

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Total liabilities	Total liabilities	$	12,142,546					$	10,709,095					Total liabilities	$	17,112,376					$	11,939,100
Stockholders' equity	Stockholders' equity	1,734,332						1,699,109						Stockholders' equity	2,963,485						1,723,265
Total liabilities and stockholders' equity	Total liabilities and stockholders' equity	$	13,876,878					$	12,408,204					Total liabilities and stockholders' equity	$	20,075,861					$	13,662,365
Net interest income (1)	Net interest income (1)			$	279,687					$	277,005			Net interest income (1)			$	284,216					$	189,375
Interest rate spread (3)	Interest rate spread (3)					2.93	%					3.17	%	Interest rate spread (3)					3.14	%					3.04	%
Net interest margin (4)	Net interest margin (4)					3.00	%					3.36	%	Net interest margin (4)					3.18	%					3.12	%
Supplemental information	Supplemental information													Supplemental information
Total deposit, including demand deposits	Total deposit, including demand deposits	$	11,692,344	$	6,361			$	10,029,879	$	23,351			Total deposit, including demand deposits	$	16,677,505	$	4,218			$	11,485,348	$	4,728
Cost of total deposits	Cost of total deposits					0.07	%					0.31	%	Cost of total deposits					0.05	%					0.08	%
Total funding liabilities, including demand deposits	Total funding liabilities, including demand deposits	$	11,862,544	$	10,326			$	10,408,847	$	28,979			Total funding liabilities, including demand deposits	$	16,820,353	$	6,449			$	11,659,480	$	7,402
Cost of total funding liabilities	Cost of total funding liabilities					0.12	%					0.37	%	Cost of total funding liabilities					0.08	%					0.13	%

(1)The total amount of adjustment to present interest income and yield on a FTE basis was ~~$658,000~~$1.9 million and ~~$720,000~~$438,000 for the ~~nine~~six months ended ~~September~~June 30, ~~2021~~2022 and ~~2020,~~2021, respectively. The FTE adjustment relates to nontaxable investment securities with average balances of ~~$555,000~~$199,000 and ~~$1.2 million~~$599,000 and tax exempt income relating to loans with average balances of ~~$63.9~~$410.6 million and ~~$83.0~~$65.3 million for the ~~nine~~six months ended ~~September~~June 30, ~~2021~~2022 and ~~2020,~~2021, respectively.

(2)Includes average nonaccruing loans.

(3)Interest rate spread represents the difference between the weighted average yield on interest-earning assets and the weighted average cost of interest-bearing liabilities.

(4)Net interest margin represents annualized net interest income as a percentage of average interest-earning assets.

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The following table presents certain information on a FTE basis regarding changes in the Company’s interest income and interest expense for the periods indicated. For each category of interest-earning assets and interest-bearing liabilities, information is provided with respect to changes attributable to: (1) changes in rate (change in rate multiplied by prior period volume), (2) changes in volume (change in volume multiplied by old rate), and (3) changes in volume/rate (change in volume multiplied by change in rate) which is allocated to the change due to rate column:

Table 1817 - Volume Rate Analysis


		Three Months Ended September 30						Nine Months Ended September 30							Three Months Ended June 30						Six Months Ended June 30
		2021 Compared To 2020						2021 Compared To 2020							2022 Compared To 2021						2022 Compared To 2021
		Change Due to Rate		Change Due to Volume		Total Change		Change Due to Rate		Change Due to Volume		Total Change			Change Due to Rate		Change Due to Volume		Total Change		Change Due to Rate		Change Due to Volume		Total Change
		(Dollars in thousands)													(Dollars in thousands)
Income on interest-earning assets	Income on interest-earning assets													Income on interest-earning assets
Interest earning deposits, federal funds sold and short term investments	Interest earning deposits, federal funds sold and short term investments	$	272	$	289	$	561	$	31	$	1,077	$	1,108	Interest earning deposits, federal funds sold and short term investments	$	2,442	$	(138)	$	2,304	$	2,845	$	19	$	2,864
Securities	Securities													Securities

Securities - taxable investments	Securities - taxable investments	(4,118)		4,692		574		(8,668)		7,265		(1,403)		Securities - taxable investments	(2,426)		6,523		4,097		(6,717)		14,230		7,513
Securities - nontaxable investments (1)	Securities - nontaxable investments (1)	1		(7)		(6)		1		(18)		(17)		Securities - nontaxable investments (1)	1		(4)		(3)		—		(8)		(8)
Total securities	Total securities					568						(1,420)		Total securities					4,094						7,505
Loans held for sale	Loans held for sale	(1)		(132)		(133)		(89)		(153)		(242)		Loans held for sale	10		(161)		(151)		17		(400)		(383)
Loans	Loans													Loans
Commercial and industrial (1)	Commercial and industrial (1)	1,010		(3,425)		(2,415)		3,374		3,305		6,679		Commercial and industrial (1)	1,397		(4,252)		(2,855)		1,659		(10,529)		(8,870)
Commercial real estate (1)	Commercial real estate (1)	(1,594)		1,485		(109)		(11,071)		4,648		(6,423)		Commercial real estate (1)	(702)		35,941		35,239		(1,538)		72,430		70,892
Commercial construction	Commercial construction	337		(547)		(210)		(1,471)		(894)		(2,365)		Commercial construction	2,385		6,294		8,679		3,307		12,357		15,664
Small business	Small business	(143)		181		38		(569)		240		(329)		Small business	26		328		354		(108)		597		489
Total commercial	Total commercial					(2,696)						(2,438)		Total commercial					41,417						78,175
Residential real estate	Residential real estate	(975)		(1,506)		(2,481)		(852)		(6,555)		(7,407)		Residential real estate	(1,007)		4,828		3,821		(3,518)		8,600		5,082
Home equity	Home equity	260		(875)		(615)		(2,460)		(2,766)		(5,226)		Home equity	401		186		587		455		37		492
Total consumer real estate	Total consumer real estate					(3,096)						(12,633)		Total consumer real estate					4,408						5,574
Other consumer	Other consumer	(155)		38		(117)		(206)		(140)		(346)		Other consumer	(70)		166		96		(175)		328		153
Total loans (1)(2)	Total loans (1)(2)					(5,909)						(15,417)		Total loans (1)(2)					45,921						83,902
Total income of interest-earning assets	Total income of interest-earning assets					$	(4,913)					$	(15,971)	Total income of interest-earning assets					$	52,168					$	93,888
Expense of interest-bearing liabilities	Expense of interest-bearing liabilities													Expense of interest-bearing liabilities
Deposits	Deposits													Deposits
Savings and interest checking accounts	Savings and interest checking accounts	$	(629)	$	129	$	(500)	$	(3,484)	$	756	$	(2,728)	Savings and interest checking accounts	$	162	$	164	$	326	$	119	$	382	$	501
Money market	Money market	(632)		130		(502)		(5,101)		999		(4,102)		Money market	(30)		208		178		(288)		504		216
Time certificates of deposits	Time certificates of deposits	(1,846)		(951)		(2,797)		(6,037)		(4,123)		(10,160)		Time certificates of deposits	(1,143)		733		(410)		(3,050)		1,823		(1,227)
Total interest bearing deposits	Total interest bearing deposits					(3,799)						(16,990)		Total interest bearing deposits					94						(510)
Borrowings	Borrowings													Borrowings
Federal Home Loan Bank borrowings	Federal Home Loan Bank borrowings	78		(321)		(243)		316		(1,141)		(825)		Federal Home Loan Bank borrowings	(14)		(54)		(68)		(16)		(107)		(123)

Line of Credit	Line of Credit	—		—		—						—		Line of Credit	—		—		—						—
Long-term borrowings	Long-term borrowings	6		(70)		(64)		(118)		(645)		(763)		Long-term borrowings	—		(94)		(94)		(5)		(169)		(174)
Junior subordinated debentures	Junior subordinated debentures	(6)		—		(6)		(75)		—		(75)		Junior subordinated debentures	(19)		—		(19)		(146)		—		(146)
Subordinated debentures	Subordinated debentures	(1)		1		—		(4)		4		—		Subordinated debentures	(1)		1		—		(2)		2		—
Total borrowings	Total borrowings					(313)						(1,663)		Total borrowings					(181)						(443)
Total expense of interest-bearing liabilities	Total expense of interest-bearing liabilities					(4,112)						(18,653)		Total expense of interest-bearing liabilities					(87)						(953)
Change in net interest income	Change in net interest income					$	(801)					$	2,682	Change in net interest income					$	52,255					$	94,841

(1)Reflects income determined on a FTE basis. See footnote (1) to ~~tables~~Table 15 and 16 ~~and 17~~ in this Report for the related adjustments.

(2)Loans include portfolio loans and nonaccrual loans; however, unpaid interest on nonaccrual loans has not been included for purposes of determining interest income.

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Provision For Credit Losses The provision for credit losses represents the charge to expense that is required to maintain an ~~adequate~~appropriate level of allowance for credit losses. The Company recorded no provision for credit losses for the three months ended June 30, 2022 and a release of provision for credit losses of ~~$10.0~~$2.0 million for the six months ended June 30, 2022, as compared to a release of provision for credit losses of $5.0 million and ~~$17.5~~$7.5 million for the three and ~~nine~~six months ended ~~September~~June 30, ~~2021, primarily due to improvements in expected overall macro-economic forecast assumptions and continued strong asset quality metrics, as well as lower loan balances during~~ 2021. In comparison, the Company recorded a provision expense of $7.5 million and $52.5 million for the three and nine months ended September 30, 2020, which was primarily driven by anticipated loan losses related to the COVID-19 pandemic. The Company’s allowance for credit losses, as a percentage of total loans, was ~~1.05%~~1.06% at ~~September~~June 30, ~~2021, 1.21%~~2022, 1.08% at December 31, ~~2020,~~2021, and ~~1.23%~~1.15% at ~~September~~June 30, ~~2020.~~2021. The Company recorded net charge-offs of ~~$111,000~~$199,000 and ~~$3.6~~$603,000 for the three and six months ended June 30, 2022, respectively, as compared to net charge-offs of $192,000 and $3.5 million for the three and ~~nine~~six months ended ~~September~~June 30, 2021, ~~respectively, as compared to $4.1 million and $4.6 million for the three and nine months ended September 30, 2020,~~ respectively. Refer to Note 4 "Loans, Allowance for Credit Losses and Credit Quality" within the ~~Notes~~Note to Consolidated Financial Statements included in Part I. Item 1 of this Report, for further details surrounding the primary drivers of the provision for credit losses for the period.

Noninterest Income The following table sets forth information regarding noninterest income for the periods shown:

Table 1918 - Noninterest Income


		Three Months Ended									Three Months Ended
		September 30				Change					June 30				Change
		2021		2020		Amount		%			2022		2021		Amount		%
		(Dollars in thousands)									(Dollars in thousands)
Deposit account fees	Deposit account fees	$	4,298	$	3,428	$	870	25.38	%	Deposit account fees	$	5,828	$	3,822	$	2,006	52.49	%
Interchange and ATM fees	Interchange and ATM fees	3,441		3,044		397		13.04	%	Interchange and ATM fees	4,027		3,068		959		31.26	%
Investment management	Investment management	9,174		7,571		1,603		21.17	%	Investment management	9,329		8,872		457		5.15	%
Mortgage banking income	Mortgage banking income	2,825		7,704		(4,879)		(63.33)	%	Mortgage banking income	1,042		2,705		(1,663)		(61.48)	%

Gain on life insurance benefits										Gain on life insurance benefits	123		—		123		100.00%
Increase in cash surrender value of life insurance policies	Increase in cash surrender value of life insurance policies	1,596		1,314		282		21.46	%	Increase in cash surrender value of life insurance policies	1,871		1,589		282		17.75	%

Loan level derivative income	Loan level derivative income	586		2,457		(1,871)		(76.15)	%	Loan level derivative income	436		116		320		275.86	%
Unrealized gain on equity securities		—		308		(308)		(100.00)	%

Other noninterest income	Other noninterest income	4,537		3,521		1,016		28.86	%	Other noninterest income	5,242		4,795		447		9.32	%
Total	Total	$	26,457	$	29,347	$	(2,890)	(9.85)	%	Total	$	27,898	$	24,967	$	2,931	11.74	%

		Nine Months Ended									Six Months Ended
		September 30				Change					June 30				Change
		2021		2020		Amount		%			2022		2021		Amount		%
		(Dollars in thousands)									(Dollars in thousands)
Deposit account fees	Deposit account fees	$	11,704	$	11,227	$	477	4.25	%	Deposit account fees	$	11,321	$	7,406	$	3,915	52.86	%
Interchange and ATM fees	Interchange and ATM fees	9,229		13,154		(3,925)		(29.84)	%	Interchange and ATM fees	7,636		5,788		1,848		31.93	%
Investment management	Investment management	26,350		21,696		4,654		21.45	%	Investment management	18,002		17,176		826		4.81	%
Mortgage banking income	Mortgage banking income	11,270		13,570		(2,300)		(16.95)	%	Mortgage banking income	2,404		8,445		(6,041)		(71.53)	%
Gain on life insurance benefits	Gain on life insurance benefits	258		692		(434)		(62.72)	%	Gain on life insurance benefits	123		258		(135)		(52.33)	%
Increase in cash surrender value of life insurance policies	Increase in cash surrender value of life insurance policies	4,508		3,902		606		15.53	%	Increase in cash surrender value of life insurance policies	3,666		2,912		754		25.89	%

Loan level derivative income	Loan level derivative income	875		8,918		(8,043)		(90.19)	%	Loan level derivative income	1,040		289		751		259.86	%
Unrealized gain on equity securities		723		1,694		(971)		(57.32)	%

Other noninterest income	Other noninterest income	11,753		9,119		2,634		28.88	%	Other noninterest income	9,978		7,939		2,039		25.68	%
Total	Total	$	76,670	$	83,972	$	(7,302)	(8.70)	%	Total	$	54,170	$	50,213	$	3,957	7.88	%

The primary reasons for the variances in the noninterest income categories for the three and ~~nine~~six months ended ~~September~~June 30, ~~2021~~2022 as compared to the respective prior year periods shown in the preceding table include:

•Deposit ~~fee income was impacted~~account fees and interchange and ATM fees increased for the three and six months ended June 30, 2022 in comparison to the same prior year periods driven by increased volume attributable to the ~~timing and extent of government mandated shutdowns and social distancing measures, as well as the timing of economic stimulus payments received by customers.~~Meridian acquisition.

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•Interchange and ATM fees increased for the three months ended September 30, 2021 due to increased volume and rise in customer spending in comparison to the prior year period. Such fees decreased for the nine months ended September 30, 2021 in comparison to the year ago period, reflecting the negative impact of the Durbin Amendment, which the Company became subject to effective July 1, 2020 as a result of crossing the $10 billion asset threshold, coupled with an overall decrease in consumer spending as customers focused on retaining liquidity following the onset of COVID-19 pandemic late in the first quarter of 2020.

•Investment management income increased for the three and ~~nine~~six months ended ~~September~~June 30, ~~2021 in comparison to the year ago periods,~~2022, driven primarily ~~driven~~ by ~~more favorable market conditions during 2021, along with overall growth~~fluctuations in assets under ~~administration which increased 19.7% to $5.4 billion at September 30, 2021 from $4.5 billion at September 30, 2020.~~management as well as strong retail and insurance commission income during the first half of 2022.

•Mortgage banking income decreased ~~during the three and nine months ended September 30, 2021~~ in comparison to the prior year, ~~ago periods. The changes are driven primarily by demand within~~despite strong origination volumes, as a greater portion of new originations were retained in the ~~respective prevailing interest rate environments in those periods, as well as percentage of closings~~Company's portfolio versus being sold in the secondary market ~~versus retained in~~during the ~~portfolio.~~first half of 2022.

•The cash surrender value of life insurance policies increased primarily due the impact of policies acquired from Meridian.

•Loan level derivative income ~~decreased for the three and nine months ended September 30, 2021,~~increased primarily as a result of ~~lower~~higher customer ~~demand in comparison to the year ago periods.~~

•Unrealized gain on equity securities decreased for the three and nine months ended September 30, 2021, due primarily to significant market volatility during the first half of 2020 caused by the onset of the COVID-19 pandemic, the result of which was a sell-off late in the first quarter of 2020, followed by a period of elevated growth during the second and third quarters of 2020.demand.

•Other noninterest income increased for the three and ~~nine~~six months ended ~~September~~June 30, ~~2021 compared to the prior year periods,~~2022, primarily attributable to increases in rental income ~~recognized~~from equipment leases, discounted purchases of Massachusetts historical tax credits, credit card fee income and foreign currency exchange fees, partially offset by decreases in income from other investments ~~income from like-kind exchanges~~ and ~~business credit card income.~~reduced unrealized gains on equity securities.

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Noninterest Expense The following table sets forth information regarding non-interest expense for the periods shown:

Table 2019 - Noninterest Expense


		Three Months Ended									Three Months Ended
		September 30				Change					June 30				Change
		2021		2020		Amount		%			2022		2021		Amount		%
		(Dollars in thousands)									(Dollars in thousands)
Salaries and employee benefits	Salaries and employee benefits	$	42,235	$	38,409	$	3,826	9.96	%	Salaries and employee benefits	$	49,538	$	42,635	$	6,903	16.19	%
Occupancy and equipment expenses	Occupancy and equipment expenses	8,564		9,273		(709)		(7.65)	%	Occupancy and equipment expenses	11,637		8,706		2,931		33.67	%
Data processing & facilities management	Data processing & facilities management	1,673		1,567		106		6.76	%	Data processing & facilities management	2,247		1,686		561		33.27	%
FDIC assessment		980		1,034		(54)		(5.22)	%
Advertising expense		884		1,215		(331)		(27.24)	%
Consulting expense	Consulting expense	1,560		1,305		255		19.54	%	Consulting expense	2,760		1,492		1,268		84.99	%
Software maintenance										Software maintenance	2,645		1,915		730		38.12	%
Amortization of intangible assets	Amortization of intangible assets	1,310		1,449		(139)		(9.59)	%	Amortization of intangible assets	1,902		1,314		588		44.75	%
Debit card expense	Debit card expense	1,347		1,105		242		21.90	%	Debit card expense	1,861		1,165		696		59.74	%
FDIC assessment										FDIC assessment	1,743		775		968		124.90	%

Loss on termination of derivatives		—		684		(684)		(100.00)	%

Merger and acquisition expenses	Merger and acquisition expenses	1,943		—		1,943		100.00%		Merger and acquisition expenses	—		1,731		(1,731)		(100.00)	%

Software maintenance		2,018		1,753		265		15.12	%

Other noninterest expenses	Other noninterest expenses	9,905		8,864		1,041		11.74	%	Other noninterest expenses	16,229		11,883		4,346		36.57	%
Total	Total	$	72,419	$	66,658	$	5,761	8.64	%	Total	$	90,562	$	73,302	$	17,260	23.55	%

		Nine Months Ended									Six Months Ended
		September 30				Change					June 30				Change
		2021		2020		Amount		%			2022		2021		Amount		%
		(Dollars in thousands)									(Dollars in thousands)
Salaries and employee benefits	Salaries and employee benefits	$	124,759	$	113,027	$	11,732	10.38	%	Salaries and employee benefits	$	98,249	$	82,524	$	15,725	19.06	%
Occupancy and equipment expenses	Occupancy and equipment expenses	26,543		27,863		(1,320)		(4.74)	%	Occupancy and equipment expenses	24,939		17,979		6,960		38.71	%
Data processing & facilities management	Data processing & facilities management	5,024		4,684		340		7.26	%	Data processing & facilities management	4,619		3,351		1,268		37.84	%
FDIC assessment		2,805		1,537		1,268		82.50	%
Advertising expense		2,949		3,107		(158)		(5.09)	%
Merger and acquisition expenses										Merger and acquisition expenses	7,100		1,731		5,369		310.17	%
Software maintenance										Software maintenance	5,209		3,885		1,324		34.08	%

Consulting expense	Consulting expense	5,443		4,244		1,199		28.25	%	Consulting expense	4,510		3,883		627		16.15	%
Amortization of intangible assets	Amortization of intangible assets	4,037		4,704		(667)		(14.18)	%	Amortization of intangible assets	3,903		2,727		1,176		43.12	%
Debit card expense	Debit card expense	3,693		3,312		381		11.50	%	Debit card expense	3,626		2,346		1,280		54.56	%
Loss on termination of derivatives		—		684		(684)		(100.00)	%

Merger and acquisition expenses		3,674		—		3,674		100.00%

Software maintenance		5,903		5,218		685		13.13	%

FDIC assessment										FDIC assessment	3,548		1,825		1,723		94.41	%
Other noninterest expenses	Other noninterest expenses	30,573		31,725		(1,152)		(3.63)	%	Other noninterest expenses	30,359		22,733		7,626		33.55	%
Total	Total	$	215,403	$	200,105	$	15,298	7.64	%	Total	$	186,062	$	142,984	$	43,078	30.13	%

The primary reasons for the variances in the noninterest expense categories for the three and ~~nine~~six months ended ~~September~~June 30, ~~2021~~2022 as compared to the respective prior year periods shown in the preceding table include:

•The increase in salaries and employee benefits ~~for the three and nine months ended September 30, 2021 as compared~~was primarily attributable to the ~~prior year periods is primarily due to increases in incentive programs, commissions, payroll taxes, general salary increases, and retirement costs.~~Company's increased workforce base following the Meridian acquisition.

•Occupancy and equipment ~~decreased during both~~expenses increased year-over-year, primarily driven by costs associated with the ~~three~~Company's expanded branch network, real estate and ~~nine months ended September 30, 2021 as compared to~~other fixed assets resulting from the ~~prior year periods. These decreases were primarily due to reductions in depreciation expense~~

~~Table of Contents~~

~~from disposals of equipment,~~Meridian acquisition, as well as decreased computer hardware and software costs which were elevated in the prior year to facilitate remote work for employees after onset of the COVID-19 pandemic. Partially offsetting the decrease for the nine months ended September 30, 2021 were increases in cleaning costs andincreased snow removal ~~expenses in comparison to~~costs incurred during the ~~prior year period.~~first half of 2022.

•Data processing and facilities management expenses increased ~~for both the three and nine months ended September 30, 2021 as compared to the prior year periods,~~ primarily due to timing of certain initiatives and ~~system upgrades.~~general increases associated with higher transaction volumes.

•~~FDIC assessment increased~~The Company incurred merger and acquisition costs related to the Meridian acquisition of $7.1 million for the ~~nine~~six months ended ~~September~~June 30, ~~2021, in comparison to year ago period as the Company previously benefited from a small bank assessment credit,~~2022, all of which ~~resulted in no expense~~were incurred during the first quarter of ~~2020~~2022 and ~~reduced expense~~primarily related to

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lease terminations associated with exited branch locations, along with additional integration costs and professional fees. Meridian related merger and acquisition costs were also incurred, to a lesser extent, during the ~~second~~six months ended June 30, 2021, leading up to deal close during the fourth quarter of ~~2020. Assessment fees for the three months ended September 30, 2021 were slightly lower than the year ago period, due to normal fluctuations in the company's assessment base.~~

•Consulting expense increased for the three and nine months ended September 30, 2021, in comparison to the prior year periods, primarily due to the Company's overall growth and implementation of strategic initiatives.

•The Company recorded merger and acquisitions expenses of $1.9 million and $3.7 million during the three and nine months ended September 30, 2021, respectively, relating to the Meridian acquisition. No such costs were incurred during either period in 2020.2021.

•Software maintenance increased ~~for the three and nine months ended September 30, 2021, as compared to the prior year periods,~~ primarily due to the Company's continued investment in its technology infrastructure.

•FDIC assessment increased primarily due to an increased assessment base resulting from the Meridian acquisition.

•Consulting expense increased for the three and six months ended June 30, 2022, primarily due to timing of strategic initiatives.

•Other noninterest expense increased for the three and six months ended ~~September~~June 30, ~~2021 increased when compared~~2022, primarily due to two full quarters of general increases associated with the ~~prior year period, with increases in recruitment expense, sponsorships,~~Meridian acquisition, elevated unrealized ~~loss~~losses on equity securities, and legal fees. Other noninterest expense decreased for the nine months ended September 30, 2021 as compared to the prior year period, mainly due to decreases in unrealized loss on equity securities, prepayment fees on borrowings, loss on the sale of fixed assets, office supplies, retail branch traffic control,increased marketing and ~~miscellaneous other expenses.~~public relations costs.

Income Taxes The tax effect of all income and expense transactions is recognized by the Company in each year’s consolidated statements of income, regardless of the year in which the transactions are reported for income tax purposes. The following table sets forth information regarding the Company’s tax provision and applicable tax rates for the periods indicated:

Table 2120 - Tax Provision and Applicable Tax Rates


		Three Months Ended						Nine Months Ended							Three Months Ended						Six Months Ended
		September 30						September 30							June 30						June 30
		2021			2020			2021			2020				2022			2021			2022			2021
		(Dollars in thousands)													(Dollars in thousands)
Combined federal and state income tax provision	Combined federal and state income tax provision	$	14,122		$	11,199		$	38,506		$	21,126		Combined federal and state income tax provision	$	20,421		$	12,447		$	37,528		$	24,384
Effective income tax rate	Effective income tax rate	26.09		%	24.31		%	24.40		%	19.62		%	Effective income tax rate	24.84		%	24.88		%	24.62		%	23.52		%
Blended statutory tax rate	Blended statutory tax rate	27.92		%	27.89		%	27.92		%	27.89		%	Blended statutory tax rate	27.11		%	27.92		%	27.11		%	27.92		%

The Company’s effective tax rate in ~~2021~~2022 thus far is higher as compared to the year ago period primarily due to higher pre-tax income, as well as the impact of discrete items, including tax benefits related to low income housing tax credits and equity compensation. The discrete tax amounts for the nine months ended September 30, 2020 also reflect a benefit of $4.7 million associated with the net operating loss (NOL) carryback provision of the CARES Act. The NOL was generated in relation to the acquisition of Blue Hills Bancorp, Inc. in 2019. The effective tax rates in the table above are lower than the blended statutory tax rates due to the aforementioned discrete items as well as certain tax preference assets such as life insurance policies, tax exempt bonds, and federal tax credits. ~~The Company’s blended statutory tax rate for the three and nine months ended September 30, 2021 are comparable to the year ago periods.~~

The Company invests in various low income housing projects, which are real estate limited partnerships that acquire, develop, own and operate low and moderate-income housing developments. As a limited partner in these operating partnerships, the Company will receive tax credits and tax deductions for losses incurred by the underlying properties. The investments are accounted for using the proportional amortization method and will be amortized over various periods through 2039, which represents the period that the tax credits and other tax benefits will be utilized. The total committed investment in

~~Table of Contents~~

these partnerships is ~~$162.9~~$184.0 million, of which ~~$88.7~~$119.7 million had been funded as of ~~September~~June 30, ~~2021.~~2022. It is expected that the limited partnership investments will generate a net tax benefit of approximately ~~$3.4~~$3.5 million for the fiscal year ~~2021~~2022 and a total of ~~$22.4~~$23.3 million over the remaining life of the investments from the combination of the tax credits and operating losses.

Risk Management

The Board of Directors has approved an Enterprise Risk Management Policy and Risk Appetite Statement to state the Company’s goals and objectives in identifying, measuring, and managing the risks associated with the Company’s current and near future anticipated size and complexity. Management is responsible for comprehensive enterprise risk management, and continually strives to adopt and implement practices that strike an appropriate balance between risk and reward and permit the achievement of strategic goals in a controlled environment.

The Company has implemented the “three lines of defense” enterprise risk management model. The first line of defense are the executives in charge of business units, operational areas, and corporate functions who, sometimes assisted by management committees, teams, and working groups, own and manage risks. The second line of defense is the Chief Risk Officer and the risk department, who monitor and provide advice with respect to first line risk management. The third line of

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defense is independent assurance performed by the Chief Internal Auditor, who reports to the Audit Committee of the Company's Board of Directors, and by the Company's internal audit department.

The Board of Directors, with the assistance of its Risk Committee, oversees management’s enterprise risk management practices. As risks must be taken to create value, the Board of Directors has ~~approved a Risk Appetite Statement that defines~~defined the acceptable residual risk tolerances for the Company and the ~~seven~~eight major risk types identified as having the potential to create significant adverse impacts on the Company, such as financial losses, reputational damage, legal or regulatory actions, ~~non‐achievement~~nonachievement of strategic objectives, diminished customer experience, and/or cultural erosion. The ~~seven~~eight major risk types identified by the Company and addressed in the Risk Appetite Statement are strategic risk, culture risk, credit risk, liquidity risk, ~~market~~interest rate risk, operational risk, technology risk, and reputation risk, each of which is discussed below.

Strategic Risk Strategic risk is the risk arising from adverse strategic or business decisions, misalignment of strategic direction with the Company’s mission and values, failure to execute strategies or tactics, or an inadequate adaptation or lack of responsiveness to industry and/or operating environment changes. Management seeks to mitigate strategic risk through strategic planning, frequent executive review of strategic plan progress, monitoring of competitors and technology, assessment of new products, new branches, and new business initiatives, customer advocacy, and crisis management planning.

Culture Risk Culture risk is the risk arising from failed leadership and/or ineffective colleague engagement and workplace management that causes the Company to lose sight of core values and, through acts or omissions, damage the relationship-based culture which has been one of the foundations of the Company’s consistent success. Management mitigates culture risk through effective employee relations, leadership that encourages continuous improvement, cultural development and reinforcement of core values, communication of clear ethical and behavioral standards, consistent enforcement of policies and programs, discipline of misbehavior, alignment of incentives and compensation, and by promoting diversity, equity, and inclusion.

Credit Risk Credit risk is the risk arising from the failure of a borrower or a counterparty to a contract to make payments as agreed, and includes the risks arising from inadequate collateral and mismanagement of loan concentrations. While the collateral securing loans may be sufficient in some cases to recover the amount due, in other cases the Company may experience significant credit losses which could have an adverse effect on its operating results. The Company makes assumptions and judgments about the collectability of its loan portfolio, including the creditworthiness of its borrowers and counterparties and the value of collateral for the repayment of loans. For further discussion regarding the credit risk and the credit quality of the Company’s loan portfolio, see Note 4, “Loans, Allowance for Credit Losses and Credit Quality” within the Notes to Consolidated Financial Statements included in Part I. Item 1 of this Report.

Liquidity Risk Liquidity risk is the risk arising from the Company being unable to meet obligations when due. Liquidity risk includes the inability to access funding sources or manage fluctuations in available funding levels. Liquidity risk also results from a failure to recognize or address market condition changes that affect the ability to liquidate assets quickly with minimal value loss.

The Company’s primary sources of funds are deposits, borrowings, and the amortization, prepayment, and maturities of loans and securities. The Bank utilizes its extensive branch network to access retail customers who provide a base of in-market core deposits. These funds are principally comprised of demand deposits, interest checking accounts, savings accounts, and money market accounts. Deposit levels are greatly influenced by interest rates, economic conditions, and competitive factors.

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The Company’s primary measure of short-term liquidity is the Total Basic Surplus/Deficit as a percentage of assets. This ratio, which is an analysis of the relationship between liquid assets plus available Federal Home Loan Bank funding, less short-term liabilities relative to total assets, was within policy limits at ~~September~~June 30, ~~2021.~~2022. The Total Basic Surplus/Deficit measure is affected primarily by changes in deposits, securities and short-term investments, loans, and borrowings. An increase in deposits, without a corresponding increase in nonliquid assets, will improve the Total Basic Surplus/Deficit measure, whereas, an increase in loans, with no increase in deposits, will decrease the measure. Other factors affecting the Total Basic Surplus/Deficit include Federal Home Loan Bank collateral requirements, securities portfolio changes, and the mix of deposits.

The Company seeks to increase deposits without adversely impacting its weighted average funding cost. As a result of PPP loan funding, government stimulus programs, and a customer focus on retaining liquidity, the Company has experienced significant deposit growth and a buildup of liquidity throughout the first three quarters of 2021.

The Company also maintains a variety of liquidity sources, including Federal Home Loan Bank advances, Federal Reserve borrowing capacity, and repurchase agreement lines. These funding sources serve as a contingent source of liquidity and, when profitable lending and investment opportunities exist, the Company may access them to provide the liquidity needed to grow the balance sheet. The amount and type of assets that the Company has available to pledge impacts the Company's Federal Home Loan Bank and Federal Reserve borrowing capacity. For example, a prime one-to-four family residential loan may provide 75 cents of borrowing capacity for every $1.00 pledged, whereas a pledged commercial loan may increase borrowing capacity in a lower amount. The Company’s lending decisions, therefore, can also affect its liquidity position.

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The Company can also raise additional funds through the issuance of equity or unsecured debt privately or publicly and has done so in the past. Additionally, the Company is able to enter into repurchase agreements or acquire brokered deposits at its discretion. The availability and cost of equity or debt on an unsecured basis is dependent on many factors, including the Company’s financial position, the market environment, and the Company’s credit rating. The Company monitors the factors that could impact its ability to raise liquidity through these channels.

The following table depicts current and unused liquidity capacity from various sources as of the dates indicated:

Table 2221 - Liquidity Sources


		September 30, 2021				December 31, 2020					June 30, 2022				December 31, 2021
		Outstanding		Additional Borrowing Capacity		Outstanding		Additional Borrowing Capacity			Outstanding		Additional Borrowing Capacity		Outstanding		Additional Borrowing Capacity
		(Dollars in thousands)									(Dollars in thousands)
Federal Home Loan Bank of Boston (1)	Federal Home Loan Bank of Boston (1)	$	25,675	$	1,354,115	$	35,740	$	1,372,671	Federal Home Loan Bank of Boston (1)	$	25,652	$	1,821,345	$	25,667	$	1,622,494
Federal Reserve Bank of Boston (2)	Federal Reserve Bank of Boston (2)	—		1,067,818		—		1,355,809		Federal Reserve Bank of Boston (2)	—		1,282,323		—		1,176,486
Unpledged Securities	Unpledged Securities	—		1,613,818		—		716,961		Unpledged Securities	—		2,033,494		—		1,897,148
Line of Credit	Line of Credit	—		50,000		—		50,000		Line of Credit	—		85,000		—		85,000
Long-term borrowing (3)	Long-term borrowing (3)	18,750		—		32,773		—		Long-term borrowing (3)	—		—		14,063		—

Junior subordinated debentures (3)	Junior subordinated debentures (3)	62,853		—		62,851		—		Junior subordinated debentures (3)	62,854		—		62,853		—
Subordinated debt (3)	Subordinated debt (3)	49,767		—		49,696		—		Subordinated debt (3)	49,838		—		49,791		—
Reciprocal deposits (3)	Reciprocal deposits (3)	244,586		—		237,902		—		Reciprocal deposits (3)	819,685		—		998,121		—
Brokered deposits (3)	Brokered deposits (3)	6,000		—		8,538		—		Brokered deposits (3)	113,757		—		141,572		—
		$	407,631	$	4,085,751	$	427,500	$	3,495,441		$	1,071,786	$	5,222,162	$	1,292,067	$	4,781,128

(1)Loans with a carrying value of ~~$2.0~~$2.6 billion and ~~$2.1~~$2.3 billion at ~~September~~June 30, ~~2021~~2022 and December 31, ~~2020,~~2021, respectively, were pledged to the Federal Home Loan Bank of Boston resulting in this additional unused borrowing capacity.

(2)Loans with a carrying value of ~~$1.6 billion and $1.9~~$1.8 billion at ~~September~~both June 30, ~~2021~~2022 and December 31, ~~2020, respectively,~~2021 were pledged to the Federal Reserve Bank of Boston resulting in this additional unused borrowing capacity.

(3)The additional borrowing capacity has not been assessed for these categories.

In addition to customary operational liquidity practices, the Board of Directors and management recognize the need to establish reasonable guidelines to manage a heightened liquidity risk environment. Catalysts for elevated liquidity risk can be Company-specific issues and/or systemic industry-wide events. It is therefore the responsibility of management to institute systems and controls designed to provide advanced detection of potentially significant funding shortages, establish methods for assessing and monitoring risk levels, and institute responses that may alleviate or circumvent a potential liquidity crisis. Management has established a Liquidity Contingency Plan to provide a framework to detect potential liquidity problems and

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appropriately address them in a timely manner. In a period of perceived heightened liquidity risk, the Liquidity Contingency Plan provides for the establishment of a Liquidity Crisis Task Force to monitor the potential for a liquidity crisis and establish and execute an appropriate response.

~~Market~~Interest Rate Risk ~~Market~~Interest rate risk is the risk arising from changes in interest rates and the value of investments due to market conditions or other external factors or events. Interest rate risk includes market risk. The Company’s primary market risk exposure is interest rate risk.

Interest rate risk is the sensitivity of income to changes in interest rates. Interest rate changes, as well as fluctuations in the level and duration of assets and liabilities, affect net interest income, the Company’s primary source of revenue. Interest rate risk arises directly from the Company’s core banking activities. In addition to directly impacting net interest income, changes in the level of interest rates can also affect the amount of loans originated, the timing of cash flows on loans and securities, and the fair value of securities and derivatives, and have other effects.

Management strives to control interest rate risk within limits approved by the Board of Directors that reflect the Company’s tolerance for interest rate risk over short-term and long-term horizons. The Company attempts to manage interest rate risk by identifying, quantifying, and, where appropriate, hedging exposure. If assets and liabilities do not re-price simultaneously and in equal volume, the potential for interest rate exposure exists. It is the Company's objective to maintain stability in the growth of net interest income through the maintenance of an appropriate mix of interest-earning assets and

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interest-bearing liabilities and, when necessary within limits management deems prudent, through the use of off-balance sheet hedging instruments such as interest rate swaps, floors, and caps.

The Company quantifies its interest rate exposures using net interest income simulation models, as well as simpler gap analysis, and an Economic Value of Equity analysis. Key assumptions in these analyses relate to behavior of interest rates and behavior of the Company’s deposit and loan customers. The most material assumptions relate to the prepayment of mortgage assets (including mortgage loans and mortgage-backed securities) and the life and sensitivity of non-maturity deposits (e.g., demand deposit, negotiable order of withdrawal, savings, and money market accounts). In the case of prepayment of mortgage assets, assumptions are derived from published dealer median prepayment estimates for comparable mortgage loans. The risk of prepayment tends to increase when interest rates fall. Since future prepayment behavior of loan customers is uncertain, interest rate sensitivity of loans cannot be determined with precision and actual behavior may differ from assumptions to a significant degree.

Based upon the net interest income simulation models, the Company currently forecasts that assets are anticipated to re-price faster than liabilities. As a result, net interest income will be positively impacted as market rates increase and negatively impacted if market rates decrease. The Company runs several scenarios to quantify and effectively assist in managing interest rate risk, including instantaneous parallel shifts in market rates as well as gradual (12-24 months) shifts in market rates, and may also include other alternative scenarios as management deems necessary given the interest rate environment.

The Company measures the annual income from each scenario and then compares it against the current year base case scenario.

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The relative results of all scenarios and the impact to net interest income as they compare to the year 1 base scenario are outlined in the table below:

Table 2322 - Interest Rate Sensitivity


		September 30									June 30
		2021				2020					2022				2021
		Year 1		Year 2		Year 1		Year 2			Year 1		Year 2		Year 1		Year 2
Parallel rate shocks (basis points)	Parallel rate shocks (basis points)									Parallel rate shocks (basis points)

-200										-200	(13.4)	%	(18.0)	%	n/a		n/a
-100	-100	(3.4)	%	(9.8)	%	(0.8)	%	(9.9)	%	-100	(7.2)	%	(6.7)	%	(3.3)	%	(9.7)	%
+100	+100	8.4	%	9.6	%	6.0	%	1.6	%	+100	4.1	%	13.7	%	9.3	%	10.4	%
+200	+200	18.0	%	22.8	%	12.5	%	11.0	%	+200	7.5	%	20.1	%	19.6	%	24.4	%
+300	+300	27.9	%	36.4	%	19.4	%	20.5	%	+300	11.5	%	28.0	%	30.4	%	38.5	%
+400	+400	37.5	%	49.5	%	25.9	%	29.5	%	+400	15.3	%	35.7	%	40.7	%	52.3	%

Gradual rate shifts (basis points)	Gradual rate shifts (basis points)									Gradual rate shifts (basis points)

-200 over 12 months										-200 over 12 months	(6.0)	%	(14.3)	%	n/a		n/a
-100 over 12 months	-100 over 12 months	(1.4)	%	(8.0)	%	0.1	%	(9.3)	%	-100 over 12 months	(3.0)	%	(5.3)	%	(1.5)	%	(8.0)	%
+200 over 12 months	+200 over 12 months	8.6	%	20.3	%	5.8	%	8.5	%	+200 over 12 months	4.0	%	19.2	%	9.7	%	22.1	%
+400 over 24 months	+400 over 24 months	8.6	%	31.6	%	5.8	%	15.4	%	+400 over 24 months	4.0	%	24.4	%	9.7	%	34.2	%

Alternative scenarios	Alternative scenarios									Alternative scenarios
Yield Curve Twist (1)		n/a		n/a		1.6	%	2.9	%

Flat up 200 basis points scenario	Flat up 200 basis points scenario	8.0	%	17.8		n/a		n/a		Flat up 200 basis points scenario	3.2	%	15.0	%	9.2	%	19.6	%

~~(1)~~
In the yield curve twist scenario, rates increase 200 basis points over a two year horizon. The parallel shift occurs faster on the long end of the curve than it does on the short end, creating a temporary increase in the steepness of the curve during the interim period of the twist.

The results depicted in the table above are dependent on material assumptions. For instance, asymmetrical rate behavior can have a material impact on the simulation results. If competition for deposits prompts the Company to raise rates on those liabilities more quickly than is assumed in the simulation analysis without a corresponding increase in asset yields, net interest income would be negatively impacted. Alternatively, if the Company is able to lag increases in deposit rates as loans re-price upward, net interest income would be positively impacted.

The most significant market factors affecting the Company’s net interest income during the ~~nine~~six months ended ~~September~~June 30, ~~2021~~2022 were the shape of the U.S. Government securities and interest rate swap yield curve, the U.S. prime interest rate, ~~and~~ LIBOR rates, the secured overnight financing rates ("SOFR"), and the interest rates being offered on long-term fixed rate loans. ~~The full economic impact of the COVID-19 pandemic on these factors remains uncertain.~~

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The Company manages the interest rate risk inherent in both its loan and borrowing portfolios by using interest rate swap agreements and interest rate caps and floors. An interest rate swap is an agreement in which one party agrees to pay a floating rate of interest on a notional principal amount in exchange for receiving a fixed rate of interest on the same notional amount for a predetermined period of time from the other party. Interest rate caps and floors are agreements where one party agrees to pay a floating rate of interest on a notional principal amount for a predetermined period of time to a second party if certain market interest rate thresholds are realized. While interest is paid or received in swap, cap, and floors agreements, the notional principal amount is not actually exchanged. The Company may also manage the interest rate risk inherent in its mortgage banking operations by entering into forward sales contracts under which the Company agrees to deliver whole mortgage loans to various investors. See Note 6, “Derivative and Hedging Activities” within the Notes to Consolidated Financial Statements included in Part I. Item 1 of this Report for additional information regarding the Company’s derivative financial instruments.

The Company’s earnings are not directly or materially impacted by movements in foreign currency rates or commodity prices. Movements in equity prices may have a modest impact on earnings by affecting the volume of activity or the amount of fees from investment-related business lines. See Note 3, “Securities” within the Notes to Consolidated Financial Statements included in Part I. Item 1 of this Report.

~~There were no material changes in off-balance sheet financial instruments during the three months ended September 30, 2021. See~~ ~~Note 6, “Derivative and Hedging Activities~~” ~~and~~ ~~Note 10, "Commitments and Contingencies~~"~~within the Notes to~~

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~~Consolidated Financial Statements included in Part I. of Item 1 of this Report for more information relating to the Company's other off-balance sheet financial instruments.~~

Operational Risk Operational risk is the risk arising from human error or misconduct, transaction errors or delays, inadequate or failed internal systems or processes, data unavailability, loss, or poor quality, or adverse external events. Operational risk includes business resiliency risk, consumer compliance risk, data governance risk, fraud ~~risk, information security risk, information technology~~ risk, legal risk, model risk, regulatory compliance risk, and third party vendor risk. Potential operational risk exposure exists throughout the Company. The continued effectiveness of colleagues, technical systems, operational infrastructure, and relationships with key third party service providers are integral to mitigating operational risk, and any shortcomings subject the Company to risks that vary in size, scale and scope. Operational risks include operational ~~or technical~~ failures, unlawful tampering, ~~with technical systems, cyber security,~~ terrorist activities, ineffectiveness or exposure due to interruption in third party support, as well as the loss of key individuals or a failure of key individuals to perform properly.

Technology Risk Technology risk is the risk of losses or other impacts arising from the failure of technology systems to function in accordance with expectations and business requirements. Technology risk includes information technology risk, information security risk, and cyber security.

Reputation Risk Reputational risk is the risk arising from negative public opinion of the Company and the Bank. Management seeks to mitigate reputation risk through actions that include a structured process of customer complaint resolution and ongoing reputational monitoring.

Contractual Obligations, Commitments, Contingencies, and Off-Balance Sheet Financial Information

Off-Balance Sheet Arrangements There were no material changes in off-balance sheet financial instruments during the three months ended ~~September~~June 30, ~~2021.~~2022.

See Note 6, "Derivative and Hedging Activities" and Note 10, "Commitments and Contingencies" within the Notes to Consolidated Financial Statements included in Part I. Item 1 of this Report for more information relating to the Company's other off-balance sheet financial instruments.

Contractual Obligations, Commitments, and Contingencies There were no material changes in contractual obligations, commitments, or contingencies during the three months ended ~~September~~June 30, ~~2021.~~2022.

~~Refer to the 2020 Form 10-K for a complete table of contractual obligations, commitments and contingencies.~~

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Information required by this Item 3 is included in the "Risk Management" section of Part I. Item 2 "Management's Discussion and Analysis of Financial Condition and Results of Operations" of this Report and is incorporated herein by reference.

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Item 4. Controls and Procedures

Conclusion Regarding the Effectiveness of Disclosure Controls and Procedures. The Company carried out an evaluation, under the supervision and with the participation of the Company’s management, including the Company’s Chief Executive Officer along with the Company’s Chief Financial Officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures, as such term is defined under Rules 13a-15(e) and 15d-15(e) promulgated under the Securities Exchange Act of 1934, as amended. Based upon that evaluation, the Company’s Chief Executive Officer along with the Company’s Chief Financial Officer concluded that the Company’s disclosure controls and procedures were effective as of the end of the period covered by this quarterly report.

Changes in Internal Control over Financial Reporting. There were no changes in the Company's internal control over financial reporting that occurred during the ~~third~~second quarter of ~~2021~~2022 that have materially affected or are reasonably likely to materially affect the Company’s internal control over financial reporting. The Company has not experienced any material impact to the Company’s internal control over financial reporting due to the fact that most of the Company’s employees responsible for financial reporting are working remotely during the COVID-19 pandemic. The Company is continually monitoring and assessing the impact of the COVID-19 pandemic on the Company’s internal control over financial reporting to minimize any impact on the design and operating effectiveness.

PART II. OTHER INFORMATION

Item 1. Legal Proceedings

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At ~~September~~June 30, ~~2021,~~2022, the Bank was involved in pending lawsuits that arose in the ordinary course of business. Management has reviewed these pending lawsuits with legal counsel ~~including those lawsuits filed in connection with the Meridian acquisition as described in the Company's Form 8-K filed in July 27, 2021,~~ and has taken into consideration the view of counsel as to their outcome. In the opinion of management, the final disposition of pending lawsuits is not expected to have a material adverse effect on the Company’s financial position or results of operations.

Item 1A. Risk Factors

The section titled Risk Factors in Part I, Item 1A of the ~~2020~~2021 Form 10-K includes a discussion of the material risks and uncertainties the Company faces, any one or more of which could have a material adverse effect on the Company's business, results of operations, or financial condition (including capital and liquidity). ~~The information presented below provides an update to, and should be read in conjunction with,~~As of the ~~risk factors and other information contained in the 2020 Form 10-K as well as any updated to our risk factors included in subsequent Quarterly Reports on Form 10-Q.~~

~~Except as presented below,~~date of this Report, there have been no material changes with regard to the ~~risk factors described~~Risk Factors disclosed in ~~the 2020 Form 10-K.~~

~~Failure to complete the acquisition of Meridian Bancorp, Inc. for any reason could negatively impact future business and financial results~~Item 1A of the ~~Company.~~

~~On April 22,~~ 2021 ~~the Company announced the entry into a definitive agreement (the “Merger Agreement”) under~~Form 10-K which the Company will acquire Meridian Bancorp, Inc. (“Meridian”) and Rockland Trust Company will acquire East Boston Savings Bank (the “Merger”). Completion of the Merger is subject to customary closing conditions, including, among others, (i) authorization for listing on the Nasdaq Stock Market of the shares of the Company’s common stock to be issued in the Merger, subject to official notice of issuance, (ii) the receipt of all required regulatory approvals, including the approval of the Board of Governors of the Federal Reserve System, the Federal Deposit Insurance Corporation, the Massachusetts Commissioner of Banks, the Massachusetts Housing Partnership Fund and the Depositors Insurance Fund, without the imposition of a burdensome condition, (iv) the effectiveness of the registration statement on Form S-4 to be filed with the Securities and Exchange Commissionare incorporated herein by the Company in connection with the transactions contemplated by the Merger Agreement and (v) the absence of any order, injunction, decree or other legal restraint preventing the completion of the transactions contemplated by the Merger Agreement or making them illegal. Each party’s obligation to complete the Merger is also subject to additional customary conditions, including, subject to certain exceptions, the accuracy of the representations and warranties of the other party and the performance in all material respects by each party of its obligations under the Merger Agreement.

reference.

~~The Merger Agreement provides certain termination rights for both the Company and Meridian.~~

If the Merger is not completed for any reason, the business of the Company may be adversely affected and, without realizing any of the benefits of having completed the Merger, the Company could be subject to a number of risks. In this regard, the Company faces risks and uncertainties due both to the pendency of the Merger and the potential failure to consummate the merger, including:

•~~the occurrence of any event, change or other circumstances that could give rise to the termination of the Merger Agreement;~~

•~~the risk that the necessary regulatory approvals may not be obtained or may be obtained subject to conditions that are not anticipated;~~

•~~delays in closing the Merger or other risks that any of the closing conditions to the Merger may not be satisfied in a timely manner;~~

•~~the diversion of management’s time and resources from ongoing business operations due to issues relating to the Merger;~~

•~~material adverse changes in the Company’s or Meridian’s operations or earnings; and~~

•~~the outcome of litigation in connection with the Merger.~~

In addition, the Company has incurred and will incur substantial expenses in connection with the negotiation and completion of the transactions contemplated by the Merger Agreement. If the Merger is not consummated, the Company could have to recognize these and other expenses without realized the expected benefits of the Merger.

~~The acquisition of Meridian may be more difficult, costly or time consuming than expected, and the expected benefits of the merger may not be realized.~~

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Cost or difficulties relating to integration matters might be greater than expected and the Company may be unable to realize expected cost savings and synergies from the Merger in the amounts and in the timeframe anticipated. For example, it is possible that the integration process could result in the loss of key employees, the disruption of the Company’s ongoing business or inconsistencies in standards, controls, procedures and policies that adversely affect the combined bank’s ability to maintain relationships with customers and employees or to achieve the anticipated benefits and cost savings of the Merger. The loss of key employees could adversely affect the Company’s ability to successfully conduct its business in the markets in which Meridian now operates, which could have an adverse effect on the Company’s financial results and the value of its common stock. The Company’s belief that cost savings and revenue enhancements are achievable is a forward-looking statement that is inherently uncertain. The combined company’s actual cost savings and revenue enhancements, if any, cannot be quantified at this time. Any actual cost savings or revenue enhancements will depend on future expense levels and operating results, the timing of certain events and general industry, regulatory and business conditions. Many of these events will be beyond the control of the combined company.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

(a) Not applicable.

(b) Not applicable.

(c) The following table sets forth information regarding the Company’s repurchases of its common stock during the three months ended ~~September~~June 30, ~~2021:~~2022:

Issuer Purchases of Equity Securities
Total Number of Shares Purchased (1) Average Price Paid Per Share Total Number of
Shares Purchased as
Part of Publicly
Announced Plan or
Program Maximum Number of Shares That May Yet Be Purchased Under the Plan or Program
Period
July 1 to July 31, 2021 — $ — — —
August 1 to August 31, 2021 — $ — — —
September 1 to September 30, 2021 43 $ 70.81 — —
Total 43 $ 70.81 —


	Issuer Purchases of Equity Securities
	Total Number of Shares Purchased (1)	Average Price Paid Per Share (2)		Total Number of Shares Purchased as Part of Publicly Announced Plan or Program (3)	Maximum Number of Shares (or Approximate Dollar Value) That May Yet Be Purchased Under the Plan or Program (3)
Period
April 1 to April 30, 2022	529,699	$	78.27	529,554	$	96,652,690
May 1 to May 31, 2022	429,049	$	77.70	428,967	$	63,319,851
June 1 to June 30, 2022	361,699	$	79.13	361,648	$	34,701,602
Total	1,320,447	$	78.32	1,320,169

(1)~~Reflects~~Of these shares, ~~withheld~~145 shares, 82 shares, and 51 shares were surrendered in April 2022, May 2022, and June 2022, respectively, in connection with the exercise and/or vesting of equity compensation grants to satisfy related tax withholding obligations.

(2)During the three months ended June 30, 2022, the average price per share of repurchased shares was $78.32 and the average price of surrendered shares related to tax withholding obligations was $79.54.

(3)On January 20, 2022, the Company announced that its Board of Directors authorized a share repurchase program of up to $140 million in shares of the Company's common stock. The program is scheduled to expire on January 18, 2023 and may be modified, suspended or discontinued without prior notice at any time.

Item 3. Defaults Upon Senior Securities - None.

Item 4. Mine Safety Disclosures - Not Applicable.

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Item 5. Other Information - None.

Item 6. Exhibits

Exhibit Index


No.			Exhibit


31.1			Section 302 Certification of Sarbanes-Oxley Act of 2002 is attached hereto.*
31.2			Section 302 Certification of Sarbanes-Oxley Act of 2002 is attached hereto.*
32.1			Section 906 Certification of Sarbanes-Oxley Act of 2002 is attached hereto.+
32.2			Section 906 Certification of Sarbanes-Oxley Act of 2002 is attached hereto.+
~~99.1~~			~~Notice to Shareholders of Dismissal of Derivative Action~~
101			The instance document does not appear in the interactive data file because its XBRL tags are embedded within the inline XBRL document.*
104			Cover page interactive data file (formatted as inline XBRL and contained in Exhibit 101).*


*			Filed herewith


+			Furnished herewith

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9691

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SIGNATURES

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

INDEPENDENT BANK CORP.

(registrant)


~~November~~August 4, ~~2021~~2022						/s/ Christopher Oddleifson
						Christopher Oddleifson President and Chief Executive Officer (Principal Executive Officer)


~~November~~August 4, ~~2021~~2022						/s/ Mark J. Ruggiero
						Mark J. Ruggiero Chief Financial Officer (Principal Financial Officer)

9792


Item 3. Quantitative and Qualitative Disclosures About Market Risk			9389
Item 4. Controls and Procedures			9390

PART II. OTHER INFORMATION			9390
Item 1. Legal Proceedings			9390
Item 1A. Risk Factors			9490
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds			9590
Item 3. Defaults Upon Senior Securities			9590
Item 4. Mine Safety Disclosures			9590
Item 5. Other Information			9591
Item 6. Exhibits			9591
Signatures			9792


	Three Months Ended September 30, 2021
	(Dollars in thousands)
	Commercial and Industrial		Commercial Real Estate		Commercial Construction		Small Business		Residential Real Estate		Home Equity		Other Consumer		Total
Allowance for credit losses
Beginning balance	$	17,032	$	44,325	$	4,865	$	3,612	$	12,014	$	20,087	$	422	$	102,357


Charge-offs	(1)		—		—		(83)		—		—		(248)		(332)
Recoveries	1		—		—		50		—		49		121		221
Provision for credit loss expense	(1,018)		(6,527)		(397)		88		(967)		(1,268)		89		(10,000)
Ending balance (1)	$	16,014	$	37,798	$	4,468	$	3,667	$	11,047	$	18,868	$	384	$	92,246

	Three Months Ended September 30, 2020
	(Dollars in thousands)
	Commercial and Industrial		Commercial Real Estate		Commercial Construction		Small Business		Residential Real Estate		Home Equity		Other Consumer		Total
Allowance for credit losses
Beginning balance	$	25,662	$	36,956	$	4,501	$	4,561	$	15,046	$	24,860	$	590	$	112,176
Charge-offs	(185)		(3,885)		—		(49)		—		—		(185)		(4,304)
Recoveries	1		9		—		2		1		21		219		253
Provision for credit loss expense	2,741		6,306		709		79		(884)		(1,309)		(142)		7,500
Ending balance (1)	$	28,219	$	39,386	$	5,210	$	4,593	$	14,163	$	23,572	$	482	$	115,625

	Nine Months Ended September 30, 2021
	(Dollars in thousands)
	Commercial and Industrial		Commercial Real Estate		Commercial Construction		Small Business		Residential Real Estate		Home Equity		Other Consumer		Total
Allowance for credit losses
Beginning balance	$	21,086	$	45,009	$	5,397	$	5,095	$	14,275	$	22,060	$	470	$	113,392
Charge-offs	(3,474)		—		—		(184)		—		(69)		(772)		(4,499)
Recoveries	100		57		—		65		1		107		523		853
Provision for credit loss expense	(1,698)		(7,268)		(929)		(1,309)		(3,229)		(3,230)		163		(17,500)
Ending balance (1)	$	16,014	$	37,798	$	4,468	$	3,667	$	11,047	$	18,868	$	384	$	92,246

	Nine Months Ended September 30, 2020
	(Dollars in thousands)
	Commercial and Industrial		Commercial Real Estate		Commercial Construction		Small Business		Residential Real Estate		Home Equity		Other Consumer		Total
Allowance for credit losses
Beginning balance, pre adoption of ASU 2016-13	$	17,594	$	32,935	$	6,053	$	1,746	$	3,440	$	5,576	$	396	$	67,740
Cumulative effect accounting adjustment (2)	(1,984)		(13,048)		(3,652)		495		9,828		7,012		212		(1,137)
Cumulative effect accounting adjustment (3)	49		337		—		—		423		319		29		1,157
Charge-offs	(185)		(3,885)		—		(194)		—		(142)		(1,342)		(5,748)
Recoveries	47		9		—		8		2		174		873		1,113
Provision for credit loss expense	12,698		23,038		2,809		2,538		470		10,633		314		52,500
Ending balance (1)	$	28,219	$	39,386	$	5,210	$	4,593	$	14,163	$	23,572	$	482	$	115,625



Total	$	2,199,885	$	1,504,307	$	1,047,533	$	970,908	$	758,331	$	1,445,238	$	1,454,822	$	24,169	$	9,405,193


	Three Months Ended
	March 31
	2021				2020
	Three Months Ended				Nine Months Ended
	September 30 2021		September 30 2020		September 30 2021		September 30 2020
	(Dollars in thousands)
Nonperforming assets beginning balance	$	47,818	$	48,814	$	66,861	$	48,049
New to nonperforming (1)	4,613		60,850		9,205		75,580

Loans charged-off	(332)		(4,304)		(4,499)		(5,748)
Loans paid-off	(3,488)		(5,050)		(17,877)		(12,339)

Loans restored to performing status	(2,813)		(2,229)		(8,143)		(7,319)






Other	12		(56)		263		(198)
Nonperforming assets ending balance	$	45,810	$	98,025	$	45,810	$	98,025


	Deferral of Principal and Interest		Deferral of Principal Only		Deferral of Interest Only		Total Deferrals		Total Portfolio		% Deferral
	(Dollars in thousands)
Commercial and industrial	$	2,300	$	560	$	1,165	$	4,025	$	1,640,709	0.2	%
Commercial real estate (1)	7,950		210,335		—		218,285		4,736,674		4.6	%
Business banking	—		588		—		588		184,138		0.3	%
Residential real estate	—		—		—		—		1,222,849		—	%
Home equity	—		—		—		—		1,000,468		—	%
Consumer	—		—		—		—		23,175		—	%
Total active deferrals as of September 30, 2021	$	10,250	$	211,483	$	1,165	$	222,898	$	8,808,013	2.5	%


	Issuer Purchases of Equity Securities
	Total Number of Shares Purchased (1)	Average Price Paid Per Share		Total Number of Shares Purchased as Part of Publicly Announced Plan or Program	Maximum Number of Shares That May Yet Be Purchased Under the Plan or Program
Period
July 1 to July 31, 2021	—	$	—	—	—
August 1 to August 31, 2021	—	$	—	—	—
September 1 to September 30, 2021	43	$	70.81	—	—
Total	43	$	70.81	—