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 ~~June~~September 30, 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

Table of Contents

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 ~~August 3,~~November 2, 2022, there were ~~45,899,764~~45,642,245 shares of the issuer’s common stock outstanding, par value $0.01 per share.

Table of Contents


Table of Contents
			PAGE
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements (unaudited)
Consolidated Balance Sheets - ~~June~~September 30, 2022 and December 31, 2021			5
Consolidated Statements of Income - Three and ~~Six~~Nine months ended ~~June~~September 30, 2022 and 2021			7
Consolidated Statements of Comprehensive Income -Three and ~~Six~~Nine months ended ~~June~~September 30, 2022 and 2021			8
Consolidated Statements of Stockholders’ Equity - Three and ~~Six~~Nine months ended ~~June~~September 30, 2022 and 2021			9
Consolidated Statements of Cash Flows - ~~Six~~Nine months ended ~~June~~September 30, 2022 and 2021			11

Notes to Consolidated Financial Statements - ~~June~~September 30, 2022
Note 1 - Basis of Presentation			13
Note 2 - Recent Accounting Standards Updates			13
Note 3 - Securities			15
Note 4 - Loans, Allowance for Credit Losses, and Credit Quality			19
Note 5 - Stock Based Compensation			28
Note 6 - Derivative and Hedging Activities			3029
Note 7 - Fair Value Measurements			3635
Note 8 - Revenue Recognition			4342
Note 9 - Comprehensive Income (Loss)			4645
Note 10 - Commitments and Contingencies			4746
Note 11 - Low Income Housing Project Investments			4948
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations			4948
Table 1 - Closed Residential Real Estate Loans			6261
Table 2 - Residential Mortgage Loan Sales			6261
Table 3 - Mortgage Servicing Asset			6362
Table 4 - Nonperforming Assets			6867
Table 5 - Activity in Nonperforming Assets			6867
Table 6 - Troubled Debt Restructurings			6968
Table 7 - Activity in Troubled Debt Restructurings			6968
Table 8 - Interest Income - Nonaccrual Loans and Troubled Debt Restructurings			6968
Table 9 - ~~Deferrals Maturity Schedule~~Summary of Net Charge-Offs to Average Loans Outstanding			70
Table 10 - Summary of ~~Net Charge-Offs to Average Loans Outstanding~~Allocation of Allowance for Credit Losses			71
Table 11 - ~~Summary of Allocation of Allowance for Credit Losses~~Company and Bank’s Capital Amounts and Ratios			7273
Table 12 - ~~Company and Bank’s Capital Amounts and Ratios~~Assets Under Administration			74
Table 13 - ~~Assets Under Administration~~Summary of Results of Operations			75
Table 14 - ~~Summary of Results of Operations~~Average Balance, Interest Earned/Paid & Average Yields Quarter-to-Date			76
Table 15 - Average Balance, Interest Earned/Paid & Average Yields ~~Quarter-to-Date~~Year-to-Date			7778
Table 16 - ~~Average Balance, Interest Earned/Paid & Average Yields Year-to-Date~~Volume Rate Analysis			7980
Table 17 - ~~Volume Rate Analysis~~Noninterest Income			81
Table 18 - Noninterest ~~Income~~Expense			8283
Table 19 - ~~Noninterest Expense~~ Tax Provision and Applicable Tax Rates			84
Table 20 - ~~Tax Provision and Applicable Tax Rates~~			85
~~Table 2~~1 - Sources of Liquidity			8786
Table 2 2 21 - Interest Rate Sensitivity			8887

Table of Contents

PART 1. FINANCIAL INFORMATION

Item 1. Financial Statements

INDEPENDENT BANK CORP.

CONSOLIDATED BALANCE SHEETS

(Unaudited—Dollars in thousands)


		June 30 2022		December 31 2021			September 30 2022		December 31 2021
Assets	Assets					Assets
Cash and due from banks	Cash and due from banks	$	202,802	$	141,581	Cash and due from banks	$	172,615	$	141,581
Interest-earning deposits with banks	Interest-earning deposits with banks	1,273,465		2,099,103		Interest-earning deposits with banks	763,681		2,099,103
Securities	Securities					Securities
Trading	Trading	3,637		3,720		Trading	3,538		3,720
Equity	Equity	21,181		23,173		Equity	20,439		23,173
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)		1,408,189		1,066,818
Available for sale (amortized cost $1,605,913 and $1,583,736)						Available for sale (amortized cost $1,605,913 and $1,583,736)	1,425,511		1,571,148
Held to maturity (fair value $1,509,985 and $1,064,133)						Held to maturity (fair value $1,509,985 and $1,064,133)	1,697,635		1,066,818
Total securities	Total securities	2,934,956		2,664,859		Total securities	3,147,123		2,664,859
Loans held for sale (at fair value)	Loans held for sale (at fair value)	2,358		24,679		Loans held for sale (at fair value)	5,100		24,679
Loans	Loans					Loans
Commercial and industrial	Commercial and industrial	1,541,046		1,563,279		Commercial and industrial	1,548,349		1,563,279
Commercial real estate	Commercial real estate	7,791,757		7,992,344		Commercial real estate	7,677,917		7,992,344
Commercial construction	Commercial construction	1,194,577		1,165,457		Commercial construction	1,185,157		1,165,457
Small business	Small business	205,953		193,189		Small business	209,567		193,189
Residential real estate	Residential real estate	1,844,057		1,604,686		Residential real estate	1,959,254		1,604,686
Home equity - first position	Home equity - first position	587,314		589,550		Home equity - first position	578,405		589,550
Home equity - subordinate positions	Home equity - subordinate positions	478,196		450,061		Home equity - subordinate positions	508,765		450,061
Other consumer	Other consumer	32,864		28,720		Other consumer	32,936		28,720
Total loans	Total loans	13,675,764		13,587,286		Total loans	13,700,350		13,587,286
Less: allowance for credit losses	Less: allowance for credit losses	(144,319)		(146,922)		Less: allowance for credit losses	(147,313)		(146,922)
Net loans	Net loans	13,531,445		13,440,364		Net loans	13,553,037		13,440,364
Federal Home Loan Bank stock	Federal Home Loan Bank stock	6,249		11,407		Federal Home Loan Bank stock	5,218		11,407
Bank premises and equipment, net	Bank premises and equipment, net	202,221		195,590		Bank premises and equipment, net	198,408		195,590
Goodwill	Goodwill	985,072		985,072		Goodwill	985,072		985,072
Other intangible assets	Other intangible assets	28,845		32,772		Other intangible assets	26,934		32,772
Cash surrender value of life insurance policies	Cash surrender value of life insurance policies	292,807		289,304		Cash surrender value of life insurance policies	293,126		289,304

Other assets	Other assets	522,230		538,674		Other assets	552,955		538,674
Total assets	Total assets	$	19,982,450	$	20,423,405	Total assets	$	19,703,269	$	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	$	5,562,174	$	5,479,503	Noninterest-bearing demand deposits	$	5,622,260	$	5,479,503
Savings and interest checking accounts	Savings and interest checking accounts	6,347,601		6,350,016		Savings and interest checking accounts	6,094,493		6,350,016
Money market	Money market	3,419,170		3,556,375		Money market	3,443,622		3,556,375
Time certificates of deposit	Time certificates of deposit	1,310,603		1,531,150		Time certificates of deposit	1,178,619		1,531,150
Total deposits	Total deposits	16,639,548		16,917,044		Total deposits	16,338,994		16,917,044
Borrowings	Borrowings					Borrowings
Federal Home Loan Bank borrowings	Federal Home Loan Bank borrowings	25,652		25,667		Federal Home Loan Bank borrowings	643		25,667

Long-term borrowings	Long-term borrowings	—		14,063		Long-term borrowings	—		14,063
Junior subordinated debentures (less unamortized debt issuance costs of $34 and $35)		62,854		62,853
Junior subordinated debentures (less unamortized debt issuance costs of $33 and $35)						Junior subordinated debentures (less unamortized debt issuance costs of $33 and $35)	62,855		62,853

Table of Contents


Subordinated debentures (less unamortized debt issuance costs of $162 and $209)		49,838		49,791
Subordinated debentures (less unamortized debt issuance costs of $138 and $209)						Subordinated debentures (less unamortized debt issuance costs of $138 and $209)	49,862		49,791
Total borrowings	Total borrowings	138,344		152,374		Total borrowings	113,360		152,374
Other liabilities	Other liabilities	333,373		335,538		Other liabilities	433,714		335,538
Total liabilities	Total liabilities	17,111,265		17,404,956		Total liabilities	16,886,068		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: 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		(3,196)		(3,146)
Common stock, $0.01 par value, authorized: 75,000,000 shares, issued and outstanding: 45,634,626 shares at September 30, 2022 and 47,349,778 shares at December 31, 2021 (includes 136,904 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: 45,634,626 shares at September 30, 2022 and 47,349,778 shares at December 31, 2021 (includes 136,904 and 135,273 shares of unvested participating restricted stock awards, respectively)	454		472
Value of shares held in rabbi trust at cost: 82,617 shares at September 30, 2022 and 82,565 shares at December 31, 2021						Value of shares held in rabbi trust at cost: 82,617 shares at September 30, 2022 and 82,565 shares at December 31, 2021	(3,239)		(3,146)
Deferred compensation and other retirement benefit obligations	Deferred compensation and other retirement benefit obligations	3,196		3,146		Deferred compensation and other retirement benefit obligations	3,239		3,146
Additional paid in capital	Additional paid in capital	2,146,333		2,249,078		Additional paid in capital	2,113,313		2,249,078
Retained earnings	Retained earnings	833,857		766,716		Retained earnings	882,503		766,716
Accumulated other comprehensive income (loss), net of tax	Accumulated other comprehensive income (loss), net of tax	(109,464)		2,183		Accumulated other comprehensive income (loss), net of tax	(179,069)		2,183
Total stockholders’ equity	Total stockholders’ equity	2,871,185		3,018,449		Total stockholders’ equity	2,817,201		3,018,449
Total liabilities and stockholders' equity	Total liabilities and stockholders' equity	$	19,982,450	$	20,423,405	Total liabilities and stockholders' equity	$	19,703,269	$	20,423,405

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

Table of Contents

INDEPENDENT BANK CORP.

CONSOLIDATED STATEMENTS OF INCOME

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


		Three Months Ended				Six Months Ended					Three Months Ended				Nine Months Ended
		June 30				June 30					September 30				September 30
		2022		2021		2022		2021			2022		2021		2022		2021
Interest income	Interest income									Interest income
Interest and fees on loans	Interest and fees on loans	$	133,988	$	88,814	$	263,613	$	181,197	Interest and fees on loans	$	150,157	$	84,212	$	413,770	$	265,409
Taxable interest and dividends on securities	Taxable interest and dividends on securities	11,281		7,184		21,324		13,811		Taxable interest and dividends on securities	13,243		7,792		34,567		21,603
Nontaxable interest and dividends on securities	Nontaxable interest and dividends on securities	2		5		3		10		Nontaxable interest and dividends on securities	1		4		4		14
Interest on loans held for sale	Interest on loans held for sale	35		186		99		482		Interest on loans held for sale	51		193		150		675
Interest on federal funds sold and short-term investments	Interest on federal funds sold and short-term investments	2,817		513		3,703		839		Interest on federal funds sold and short-term investments	6,519		815		10,222		1,654
Total interest and dividend income	Total interest and dividend income	148,123		96,702		288,742		196,339		Total interest and dividend income	169,971		93,016		458,713		289,355
Interest expense	Interest expense									Interest expense
Interest on deposits	Interest on deposits	2,111		2,017		4,218		4,728		Interest on deposits	6,109		1,633		10,327		6,361
Interest on borrowings	Interest on borrowings	1,151		1,331		2,231		2,673		Interest on borrowings	1,261		1,292		3,492		3,965
Total interest expense	Total interest expense	3,262		3,348		6,449		7,401		Total interest expense	7,370		2,925		13,819		10,326
Net interest income	Net interest income	144,861		93,354		282,293		188,938		Net interest income	162,601		90,091		444,894		279,029
Release of provision for credit losses		—		(5,000)		(2,000)		(7,500)
Provision for (release of) credit losses										Provision for (release of) credit losses	3,000		(10,000)		1,000		(17,500)
Net interest income after provision for credit losses	Net interest income after provision for credit losses	144,861		98,354		284,293		196,438		Net interest income after provision for credit losses	159,601		100,091		443,894		296,529
Noninterest income	Noninterest income									Noninterest income
Deposit account fees	Deposit account fees	5,828		3,822		11,321		7,406		Deposit account fees	6,261		4,298		17,582		11,704
Interchange and ATM fees	Interchange and ATM fees	4,027		3,068		7,636		5,788		Interchange and ATM fees	4,331		3,441		11,967		9,229
Investment management	Investment management	9,329		8,872		18,002		17,176		Investment management	8,436		9,174		26,438		26,350
Mortgage banking income	Mortgage banking income	1,042		2,705		2,404		8,445		Mortgage banking income	585		2,825		2,989		11,270
Increase in cash surrender value of life insurance policies	Increase in cash surrender value of life insurance policies	1,871		1,589		3,666		2,912		Increase in cash surrender value of life insurance policies	1,883		1,596		5,549		4,508
Gain on life insurance benefits	Gain on life insurance benefits	123		—		123		258		Gain on life insurance benefits	477		—		600		258
Loan level derivative income	Loan level derivative income	436		116		1,040		289		Loan level derivative income	471		586		1,511		875

Other noninterest income	Other noninterest income	5,242		4,795		9,978		7,939		Other noninterest income	5,751		4,537		15,729		12,476
Total noninterest income	Total noninterest income	27,898		24,967		54,170		50,213		Total noninterest income	28,195		26,457		82,365		76,670
Noninterest expenses	Noninterest expenses									Noninterest expenses
Salaries and employee benefits	Salaries and employee benefits	49,538		42,635		98,249		82,524		Salaries and employee benefits	52,708		42,235		150,957		124,759
Occupancy and equipment expenses	Occupancy and equipment expenses	11,637		8,706		24,939		17,979		Occupancy and equipment expenses	12,316		8,564		37,255		26,543
Data processing and facilities management	Data processing and facilities management	2,247		1,686		4,619		3,351		Data processing and facilities management	2,259		1,673		6,878		5,024
Merger and acquisition expense		—		1,731		7,100		1,731
Consulting expense										Consulting expense	2,547		1,560		7,057		5,443
Software maintenance	Software maintenance	2,645		1,915		5,209		3,885		Software maintenance	2,497		2,018		7,706		5,903
Debit card expense										Debit card expense	1,936		1,347		5,562		3,693
Amortization of intangible assets	Amortization of intangible assets	1,902		1,314		3,903		2,727		Amortization of intangible assets	1,898		1,310		5,801		4,037
FDIC assessment	FDIC assessment	1,743		775		3,548		1,825		FDIC assessment	1,677		980		5,225		2,805

Debit card expense		1,861		1,165		3,626		2,346
Consulting expense		2,760		1,492		4,510		3,883
Merger and acquisition expense										Merger and acquisition expense	—		1,943		7,100		3,674

Other noninterest expenses	Other noninterest expenses	16,229		11,883		30,359		22,733		Other noninterest expenses	14,890		10,789		45,249		33,522
Total noninterest expenses	Total noninterest expenses	90,562		73,302		186,062		142,984		Total noninterest expenses	92,728		72,419		278,790		215,403
Income before income taxes	Income before income taxes	82,197		50,019		152,401		103,667		Income before income taxes	95,068		54,129		247,469		157,796
Provision for income taxes	Provision for income taxes	20,421		12,447		37,528		24,384		Provision for income taxes	23,171		14,122		60,699		38,506
Net income	Net income	$	61,776	$	37,572	$	114,873	$	79,283	Net income	$	71,897	$	40,007	$	186,770	$	119,290
Basic earnings per share	Basic earnings per share	$	1.32	$	1.14	$	2.44	$	2.40	Basic earnings per share	$	1.57	$	1.21	$	4.01	$	3.61
Diluted earnings per share	Diluted earnings per share	$	1.32	$	1.14	$	2.44	$	2.40	Diluted earnings per share	$	1.57	$	1.21	$	4.00	$	3.61
Weighted average common shares (basic)	Weighted average common shares (basic)	46,665,101		33,033,578		47,013,989		33,014,561		Weighted average common shares (basic)	45,839,555		33,043,716		46,618,209		33,024,386
Common share equivalents	Common share equivalents	14,096		21,270		17,403		25,085		Common share equivalents	16,856		15,554		17,221		18,238
Weighted average common shares (diluted)	Weighted average common shares (diluted)	46,679,197		33,054,848		47,031,392		33,039,646		Weighted average common shares (diluted)	45,856,411		33,059,270		46,635,430		33,042,624
Cash dividends declared per common share	Cash dividends declared per common share	$	0.51	$	0.48	$	1.02	$	0.96	Cash dividends declared per common share	$	0.51	$	0.48	$	1.53	$	1.44

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

Table of Contents

INDEPENDENT BANK CORP.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Unaudited—Dollars in thousands)


		Three Months Ended				Six Months Ended					Three Months Ended				Nine Months Ended
		June 30				June 30					September 30				September 30
		2022		2021		2022		2021			2022		2021		2022		2021
Net income	Net income	$	61,776	$	37,572	$	114,873	$	79,283	Net income	$	71,897	$	40,007	$	186,770	$	119,290
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	(23,734)		3,793		(86,290)		(3,981)		Net change in fair value of securities available for sale	(42,582)		(7,897)		(128,872)		(11,878)
Net change in fair value of cash flow hedges	Net change in fair value of cash flow hedges	(7,649)		(1,593)		(25,599)		(8,176)		Net change in fair value of cash flow hedges	(27,144)		(3,383)		(52,743)		(11,559)
Net change in other comprehensive income for defined benefit postretirement plans	Net change in other comprehensive income for defined benefit postretirement plans	121		210		242		1,029		Net change in other comprehensive income for defined benefit postretirement plans	121		280		363		1,309
Total other comprehensive income (loss)		(31,262)		2,410		(111,647)		(11,128)
Total other comprehensive loss										Total other comprehensive loss	(69,605)		(11,000)		(181,252)		(22,128)
Total comprehensive income	Total comprehensive income	$	30,514	$	39,982	$	3,226	$	68,155	Total comprehensive income	$	2,292	$	29,007	$	5,518	$	97,162

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

Table of Contents

INDEPENDENT BANK CORP.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

Three Months Ended ~~June~~September 30, 2022 and 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			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 March 31, 2022		47,377,125	$	472	$	(3,179)	$	3,179	$	2,247,518	$	795,651	$	(78,202)	$	2,965,439
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
Net income	Net income	—	—		—		—		—		61,776		—		61,776		Net income	—	—		—		—		—		71,897		—		71,897
Other comprehensive loss	Other comprehensive loss	—	—		—		—		—		—		(31,262)		(31,262)		Other comprehensive loss	—	—		—		—		—		—		(69,605)		(69,605)
Common dividend declared ($0.51 per share)	Common dividend declared ($0.51 per share)	—	—		—		—		—		(23,570)		—		(23,570)		Common dividend declared ($0.51 per share)	—	—		—		—		—		(23,251)		—		(23,251)

Stock based compensation	Stock based compensation	—	—		—		—		1,632		—		—		1,632		Stock based compensation	—	—		—		—		1,017		—		—		1,017
Restricted stock awards issued, net of awards surrendered	Restricted stock awards issued, net of awards surrendered	5,231	—		—		—		(22)		—		—		(22)		Restricted stock awards issued, net of awards surrendered	296	—		—		—		—		—		—		—
Shares issued under direct stock purchase plan	Shares issued under direct stock purchase plan	7,574	—		—		—		588		—		—		588		Shares issued under direct stock purchase plan	7,541	—		—		—		606		—		—		606
Shares repurchased under share repurchase program	Shares repurchased under share repurchase program	(1,320,169)	(13)		—		—		(103,383)		—		—		(103,396)		Shares repurchased under share repurchase program	(442,972)	(5)		—		—		(34,643)		—		—		(34,648)
Deferred compensation and other retirement benefit obligations	Deferred compensation and other retirement benefit obligations	—	—		(17)		17		—		—		—		—		Deferred compensation and other retirement benefit obligations	—	—		(43)		43		—		—		—		—
Balance June 30, 2022		46,069,761	$	459	$	(3,196)	$	3,196	$	2,146,333	$	833,857	$	(109,464)	$	2,871,185
Balance September 30, 2022																	Balance September 30, 2022	45,634,626	$	454	$	(3,239)	$	3,239	$	2,113,313	$	882,503	$	(179,069)	$	2,817,201

Balance March 31, 2021		33,024,882	$	329	$	(3,080)	$	3,080	$	946,002	$	741,883	$	27,157	$	1,715,371
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
Net income	Net income	—	—		—		—		—		37,572		—		37,572		Net income	—	—		—		—		—		40,007		—		40,007
Other comprehensive income		—	—		—		—		—		—		2,410		2,410
Other comprehensive loss																	Other comprehensive loss	—	—		—		—		—		—		(11,000)		(11,000)
Common dividend declared ($0.48 per share)	Common dividend declared ($0.48 per share)	—	—		—		—		—		(15,859)		—		(15,859)		Common dividend declared ($0.48 per share)	—	—		—		—		—		(15,861)		—		(15,861)

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

Deferred compensation and other retirement benefit obligations	Deferred compensation and other retirement benefit obligations	—	—		(36)		36		—		—		—		—		Deferred compensation and other retirement benefit obligations	—	—		(41)		41		—		—		—		—
Balance June 30, 2021		33,037,859	$	329	$	(3,116)	$	3,116	$	948,130	$	763,596	$	29,567	$	1,741,622
Balance September 30, 2021																	Balance September 30, 2021	33,043,812	$	329	$	(3,157)	$	3,157	$	949,316	$	787,742	$	18,567	$	1,755,954

Table of Contents

INDEPENDENT BANK CORP.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

~~Six~~Nine Months Ended ~~June~~September 30, 2022 and 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			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	Balance December 31, 2021	47,349,778	$	472	$	(3,146)	$	3,146	$	2,249,078	$	766,716	$	2,183	$	3,018,449	Balance December 31, 2021	47,349,778	$	472	$	(3,146)	$	3,146	$	2,249,078	$	766,716	$	2,183	$	3,018,449

Net income	Net income	—	—		—		—		—		114,873		—		114,873		Net income	—	—		—		—		—		186,770		—		186,770
Other comprehensive loss	Other comprehensive loss	—	—		—		—		—		—		(111,647)		(111,647)		Other comprehensive loss	—	—		—		—		—		—		(181,252)		(181,252)
Common dividend declared ($1.02 per share)		—	—		—		—		—		(47,732)		—		(47,732)
Common dividend declared ($1.53 per share)																	Common dividend declared ($1.53 per share)	—	—		—		—		—		(70,983)		—		(70,983)

Stock based compensation	Stock based compensation	—	—		—		—		2,466		—		—		2,466		Stock based compensation	—	—		—		—		3,483		—		—		3,483
Restricted stock awards issued, net of awards surrendered	Restricted stock awards issued, net of awards surrendered	49,800	—		—		—		(1,085)		—		—		(1,085)		Restricted stock awards issued, net of awards surrendered	50,096	—		—		—		(1,085)		—		—		(1,085)
Shares issued under direct stock purchase plan	Shares issued under direct stock purchase plan	14,176	—		—		—		1,159		—		—		1,159		Shares issued under direct stock purchase plan	21,717	—		—		—		1,765		—		—		1,765
Shares repurchased under share repurchase program	Shares repurchased under share repurchase program	(1,343,993)	(13)		—		—		(105,285)		—		—		(105,298)		Shares repurchased under share repurchase program	(1,786,965)	(18)		—		—		(139,928)		—		—		(139,946)
Deferred compensation and other retirement benefit obligations	Deferred compensation and other retirement benefit obligations	—	—		(50)		50		—		—		—		—		Deferred compensation and other retirement benefit obligations	—	—		(93)		93		—		—		—		—
Balance June 30, 2022		46,069,761	$	459	$	(3,196)	$	3,196	$	2,146,333	$	833,857	$	(109,464)	$	2,871,185
Balance September 30, 2022																	Balance September 30, 2022	45,634,626	$	454	$	(3,239)	$	3,239	$	2,113,313	$	882,503	$	(179,069)	$	2,817,201

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

Net income	Net income	—	—		—		—		—		79,283		—		79,283		Net income	—	—		—		—		—		119,290		—		119,290
Other comprehensive loss	Other comprehensive loss	—	—		—		—		—		—		(11,128)		(11,128)		Other comprehensive loss	—	—		—		—		—		—		(22,128)		(22,128)
Common dividend declared ($0.96 per share)		—	—		—		—		—		(31,711)		—		(31,711)
Common dividend declared ($1.44 per share)																	Common dividend declared ($1.44 per share)	—	—		—		—		—		(47,572)		—		(47,572)

Proceeds from exercise of stock options, net of cash paid	Proceeds from exercise of stock options, net of cash paid	4,744	—		—		—		(57)		—		—		(57)		Proceeds from exercise of stock options, net of cash paid	4,744	—		—		—		(57)		—		—		(57)
Stock based compensation	Stock based compensation	—	—		—		—		2,760		—		—		2,760		Stock based compensation	—	—		—		—		3,467		—		—		3,467
Restricted stock awards issued, net of awards surrendered	Restricted stock awards issued, net of awards surrendered	54,558	1		—		—		(1,244)		—		—		(1,243)		Restricted stock awards issued, net of awards surrendered	53,795	1		—		—		(1,247)		—		—		(1,246)
Shares issued under direct stock purchase plan	Shares issued under direct stock purchase plan	12,865	—		—		—		1,033		—		—		1,033		Shares issued under direct stock purchase plan	19,581	—		—		—		1,515		—		—		1,515

Deferred compensation and other retirement benefit obligations	Deferred compensation and other retirement benefit obligations	—	—		(50)		50		—		—		—		—		Deferred compensation and other retirement benefit obligations	—	—		(91)		91		—		—		—		—
Balance June 30, 2021		33,037,859	$	329	$	(3,116)	$	3,116	$	948,130	$	763,596	$	29,567	$	1,741,622
Balance September 30, 2021																	Balance September 30, 2021	33,043,812	$	329	$	(3,157)	$	3,157	$	949,316	$	787,742	$	18,567	$	1,755,954

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

Table of Contents

INDEPENDENT BANK CORP.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited—Dollars in thousands)


		Six Months Ended					Nine Months Ended
		June 30					September 30
		2022		2021			2022		2021
Cash flow from operating activities	Cash flow from operating activities					Cash flow from operating activities
Net income	Net income	$	114,873	$	79,283	Net income	$	186,770	$	119,290
Adjustments to reconcile net income to net cash provided by 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	19,957		16,354		Depreciation and amortization	29,528		24,586
Change in unamortized net loan costs and premiums	Change in unamortized net loan costs and premiums	(5,662)		(15,136)		Change in unamortized net loan costs and premiums	(6,397)		(17,217)
Amortization (accretion) of acquired loans		578		(3,422)
Release of provision for credit losses		(2,000)		(7,500)
Accretion of fair value mark of acquired loans						Accretion of fair value mark of acquired loans	(65)		(5,349)
Provision for (release of) credit losses						Provision for (release of) credit losses	1,000		(17,500)
Deferred income tax expense	Deferred income tax expense	503		469		Deferred income tax expense	271		271
Net loss (gain) on equity securities	Net loss (gain) on equity securities	2,077		(864)		Net loss (gain) on equity securities	2,819		(695)

Net loss on bank premises and equipment	Net loss on bank premises and equipment	426		60		Net loss on bank premises and equipment	217		32

Realized gain on sale leaseback transaction	Realized gain on sale leaseback transaction	(289)		(289)		Realized gain on sale leaseback transaction	(433)		(433)
Stock based compensation	Stock based compensation	2,466		2,760		Stock based compensation	3,483		3,467

Increase in cash surrender value of life insurance policies	Increase in cash surrender value of life insurance policies	(3,666)		(2,912)		Increase in cash surrender value of life insurance policies	(5,549)		(4,508)
Gain on life insurance benefits	Gain on life insurance benefits	(123)		(258)		Gain on life insurance benefits	(600)		(258)
Operating lease payments	Operating lease payments	(12,437)		(6,088)		Operating lease payments	(15,867)		(8,993)
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	426		1,459		Change in fair value on loans held for sale	620		1,534
Net change in:	Net change in:					Net change in:
Trading assets	Trading assets	83		(601)		Trading assets	182		(666)

Loans held for sale	Loans held for sale	21,895		31,084		Loans held for sale	18,959		23,017
Other assets	Other assets	38,380		79,393		Other assets	32,252		16,700
Other liabilities	Other liabilities	(5,049)		(51,289)		Other liabilities	58,669		28,267
Total adjustments	Total adjustments	57,565		38,470		Total adjustments	119,089		37,505
Net cash provided by operating activities	Net cash provided by operating activities	172,438		117,753		Net cash provided by operating activities	305,859		156,795
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	30		1,164

Purchases of equity securities	Purchases of equity securities	(323)		(1,415)		Purchases of equity securities	(471)		(1,522)

Proceeds from maturities and principal repayments of securities available for sale	Proceeds from maturities and principal repayments of securities available for sale	79,842		51,536		Proceeds from maturities and principal repayments of securities available for sale	100,790		75,442
Purchases of securities available for sale	Purchases of securities available for sale	(123,289)		(438,903)		Purchases of securities available for sale	(123,289)		(1,106,079)
Proceeds from maturities and principal repayments of securities held to maturity	Proceeds from maturities and principal repayments of securities held to maturity	96,825		137,258		Proceeds from maturities and principal repayments of securities held to maturity	132,997		199,304
Purchases of securities held to maturity	Purchases of securities held to maturity	(438,643)		(274,781)		Purchases of securities held to maturity	(763,987)		(340,713)
Net redemption of Federal Home Loan Bank stock	Net redemption of Federal Home Loan Bank stock	5,158		1,171		Net redemption of Federal Home Loan Bank stock	6,189		1,584
Investments in low income housing projects	Investments in low income housing projects	(13,733)		(9,556)		Investments in low income housing projects	(14,896)		(19,236)
Purchases of life insurance policies	Purchases of life insurance policies	(101)		(40,102)		Purchases of life insurance policies	(115)		(40,116)
Proceeds from life insurance policies	Proceeds from life insurance policies	218		576		Proceeds from life insurance policies	2,273		576
Net (increase) decrease in loans	Net (increase) decrease in loans	(83,997)		468,901		Net (increase) decrease in loans	(107,211)		603,773

Purchases of bank premises and equipment	Purchases of bank premises and equipment	(16,153)		(6,970)		Purchases of bank premises and equipment	(18,019)		(16,114)
Proceeds from the sale of bank premises and equipment	Proceeds from the sale of bank premises and equipment	—		4		Proceeds from the sale of bank premises and equipment	1,228		78

Net cash used in investing activities	Net cash used in investing activities	(494,196)		(111,117)		Net cash used in investing activities	(784,481)		(641,859)
Cash flows (used in) 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)		Net decrease in time deposits	(351,458)		(165,052)

Table of Contents


Net (decrease) increase in other deposits	Net (decrease) increase in other deposits	(56,949)		1,127,111		Net (decrease) increase in other deposits	(225,519)		1,432,037

Repayments of short-term Federal Home Loan Bank borrowings						Repayments of short-term Federal Home Loan Bank borrowings	(25,000)		—

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

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

Net payments for exercise of stock options	Net payments for exercise of stock options	—		(57)		Net payments for exercise of stock options	—		(57)
Restricted stock awards issued, net of awards surrendered	Restricted stock awards issued, net of awards surrendered	(1,085)		(1,243)		Restricted stock awards issued, net of awards surrendered	(1,085)		(1,246)
Proceeds from shares issued under direct stock purchase plan	Proceeds from shares issued under direct stock purchase plan	1,159		1,033		Proceeds from shares issued under direct stock purchase plan	1,765		1,515
Payments for shares repurchased under share repurchase program	Payments for shares repurchased under share repurchase program	(105,298)		—		Payments for shares repurchased under share repurchase program	(139,946)		—
Common dividends paid	Common dividends paid	(46,890)		(31,016)		Common dividends paid	(70,460)		(46,875)
Net cash (used in) provided by financing activities	Net cash (used in) provided by financing activities	(442,659)		953,158		Net cash (used in) provided by financing activities	(825,766)		1,196,259
Net (decrease) increase in cash and cash equivalents	Net (decrease) increase in cash and cash equivalents	(764,417)		959,794		Net (decrease) increase in cash and cash equivalents	(1,304,388)		711,195
Cash and cash equivalents at beginning of year	Cash and cash equivalents at beginning of year	2,240,684		1,296,636		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	$	1,476,267	$	2,256,430	Cash and cash equivalents at end of period	$	936,296	$	2,007,831
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	$	4,472	$	34,232	Net increase in capital commitments relating to low income housing project investments	$	4,408	$	34,127

Right-of-use assets obtained in exchange for new lease obligations	Right-of-use assets obtained in exchange for new lease obligations	$	8,811	$	5,873	Right-of-use assets obtained in exchange for new lease obligations	$	14,124	$	5,888

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

Table of Contents

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.

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 ~~six~~nine months ended ~~June~~September 30, 2022 are not necessarily indicative of the results that may be expected for the year ending December 31, 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, 2021, filed with the Securities and Exchange Commission (the "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. In August 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

Table of Contents

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.

Table of Contents

NOTE 3 - SECURITIES

Trading Securities

The Company had trading securities of ~~$3.6~~$3.5 million and $3.7 million as of ~~June~~September 30, 2022 and December 31, 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 ~~$21.2~~$20.4 million and $23.2 million as of ~~June~~September 30, 2022 and December 31, 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				Six Months Ended					Three Months Ended				Nine Months Ended
		June 30				June 30					September 30				September 30
		2022		2021		2022		2021			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	$	(1,450)	$	548	(2,077)		864		Net gains (losses) recognized during the period on equity securities	$	(742)	$	(169)	(2,819)		695
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	4		112		8		141		Less: net gains recognized during the period on equity securities sold during the period	—		50		8		191
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	$	(1,454)	$	436	$	(2,085)	$	723	Unrealized gains (losses) recognized during the reporting period on equity securities still held at the reporting date	$	(742)	$	(219)	$	(2,827)	$	504

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:


		June 30, 2022										December 31, 2021											September 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	$	231,304	$	—	$	(21,849)	$	—	$	209,455	$	217,393	$	990	$	(2,901)	$	—	$	215,482	U.S. government agency securities	$	231,122	$	—	$	(31,180)	$	—	$	199,942	$	217,393	$	990	$	(2,901)	$	—	$	215,482
U.S. treasury securities	U.S. treasury securities	873,748		—		(64,650)		—		809,098		873,467		172		(12,191)		—		861,448		U.S. treasury securities	873,891		—		(89,433)		—		784,458		873,467		172		(12,191)		—		861,448
Agency mortgage-backed securities	Agency mortgage-backed securities	409,695		246		(32,151)		—		377,790		364,955		4,512		(5,534)		—		363,933		Agency mortgage-backed securities	393,296		50		(49,193)		—		344,153		364,955		4,512		(5,534)		—		363,933
Agency collateralized mortgage obligations	Agency collateralized mortgage obligations	46,014		13		(1,550)		—		44,477		78,966		1,282		(571)		—		79,677		Agency collateralized mortgage obligations	43,672		5		(2,890)		—		40,787		78,966		1,282		(571)		—		79,677

State, county, and municipal securities	State, county, and municipal securities	192		5		—		—		197		192		11		—		—		203		State, county, and municipal securities	193		—		(6)		—		187		192		11		—		—		203
Single issuer trust preferred securities issued by banks	Single issuer trust preferred securities issued by banks	489		—		(21)		—		468		489		2		—		—		491		Single issuer trust preferred securities issued by banks	489		—		—		—		489		489		2		—		—		491
Pooled trust preferred securities issued by banks and insurers	Pooled trust preferred securities issued by banks and insurers	1,200		—		(201)		—		999		1,199		—		(199)		—		1,000		Pooled trust preferred securities issued by banks and insurers	1,202		—		(203)		—		999		1,199		—		(199)		—		1,000
Small business administration pooled securities	Small business administration pooled securities	64,248		—		(4,783)		—		59,465		47,075		1,839		—		—		48,914		Small business administration pooled securities	62,048		—		(7,552)		—		54,496		47,075		1,839		—		—		48,914
Total available for sale securities	Total available for sale securities	$	1,626,890	$	264	$	(125,205)	$	—	$	1,501,949	$	1,583,736	$	8,808	$	(21,396)	$	—	$	1,571,148	Total available for sale securities	$	1,605,913	$	55	$	(180,457)	$	—	$	1,425,511	$	1,583,736	$	8,808	$	(21,396)	$	—	$	1,571,148

Excluded from the table above is accrued interest on available for sale securities of $3.3 million and $3.0 million as of ~~June~~September 30, 2022 and December 31, 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 available for sale securities during the three and ~~six~~nine months ended September 30, 2022 and 2021. Furthermore, no securities held by the Company were

Table of Contents

~~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 ~~June~~September 30, 2022 and December 31, 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 and ~~six~~nine months ended ~~June~~September 30, 2022 and 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 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														September 30, 2022
			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	9	$	187,288	$	(19,080)	$	22,167	$	(2,769)	$	209,455	$	(21,849)	U.S. government agency securities	9	$	80,353	$	(11,483)	$	119,589	$	(19,697)	$	199,942	$	(31,180)
U.S. treasury securities	U.S. treasury securities	18	809,098		(64,649)		—		—		809,098		(64,649)		U.S. treasury securities	18	86,592		(12,426)		697,866		(77,007)		784,458		(89,433)
Agency mortgage-backed securities	Agency mortgage-backed securities	109	296,365		(22,055)		58,480		(10,096)		354,845		(32,151)		Agency mortgage-backed securities	142	263,358		(29,512)		79,167		(19,681)		342,525		(49,193)
Agency collateralized mortgage obligations	Agency collateralized mortgage obligations	11	42,918		(1,550)		—		—		42,918		(1,550)		Agency collateralized mortgage obligations	11	39,291		(2,890)		—		—		39,291		(2,890)
State, county, and municipal securities															State, county, and municipal securities	1	187		(6)		—		—		187		(6)

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)		Pooled trust preferred securities issued by banks and insurers	1	—		—		999		(203)		999		(203)
Small business administration pooled securities	Small business administration pooled securities	8	59,465		(4,784)		—		—		59,465		(4,784)		Small business administration pooled securities	8	36,885		(3,768)		17,611		(3,784)		54,496		(7,552)
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)	Total impaired available for sale securities	190	$	506,666	$	(60,085)	$	915,232	$	(120,372)	$	1,421,898	$	(180,457)

		December 31, 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	6	$	160,913	$	(2,901)	$	—	$	—	$	160,913	$	(2,901)	U.S. government agency securities	6	$	160,913	$	(2,901)	$	—	$	—	$	160,913	$	(2,901)
U.S. treasury securities	U.S. treasury securities	17	811,993		(12,191)		—		—		811,993		(12,191)		U.S. treasury securities	17	811,993		(12,191)		—		—		811,993		(12,191)
Agency mortgage-backed securities	Agency mortgage-backed securities	12	214,678		(5,534)		—		—		214,678		(5,534)		Agency mortgage-backed securities	12	214,678		(5,534)		—		—		214,678		(5,534)
Agency collateralized mortgage obligations	Agency collateralized mortgage obligations	1	22,960		(571)		—		—		22,960		(571)		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	—		—		1,000		(199)		1,000		(199)		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	37	$	1,210,544	$	(21,197)	$	1,000	$	(199)	$	1,211,544	$	(21,396)	Total impaired available for sale securities	37	$	1,210,544	$	(21,197)	$	1,000	$	(199)	$	1,211,544	$	(21,396)

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 ~~six~~nine months ended ~~June~~September 30, 2022 and ~~2021.~~2021, respectively. 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.

Table of Contents

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 ~~June~~September 30, 2022:

•U.S. Government Agency Securities, U.S. Treasury Securities, Agency Mortgage-Backed Securities, Agency Collateralized Mortgage 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.

•~~Single Issuer Trust Preferred~~State, County and Municipal Securities: This portfolio ~~consists~~has contractual terms that generally do not permit the issuer to settle the securities at a price less than the current par value of ~~one security, which is investment grade.~~the investment. The ~~unrealized loss on this security~~decline in market value of these securities is attributable to ~~the illiquid nature of the trust preferred market~~changes in ~~the current economic environment. Management evaluates various financial metrics for the issuers, including regulatory capital ratios of the issuers.~~interest rates and not credit quality.

•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:


		June 30, 2022										December 31, 2021											September 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	$	32,128	$	—	$	(1,828)	$	—	$	30,300	$	32,987	$	—	$	(441)	$	—	$	32,546	U.S. government agency securities	$	31,696	$	—	$	(2,393)	$	—	$	29,303	$	32,987	$	—	$	(441)	$	—	$	32,546
U.S. treasury securities	U.S. treasury securities	100,595		—		(8,608)		—		91,987		102,560		6		(324)		—		102,242		U.S. treasury securities	100,615		—		(12,623)		—		87,992		102,560		6		(324)		—		102,242
Agency mortgage-backed securities	Agency mortgage-backed securities	631,754		90		(47,770)		—		584,074		493,012		8,495		(4,271)		—		497,236		Agency mortgage-backed securities	892,102		149		(90,158)		—		802,093		493,012		8,495		(4,271)		—		497,236
Agency collateralized mortgage obligations	Agency collateralized mortgage obligations	577,183		6		(52,195)		—		524,994		415,736		3,232		(10,123)		—		408,845		Agency collateralized mortgage obligations	553,995		—		(77,025)		—		476,970		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		8		—		—		1,508		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	65,029		251		(978)		—		64,302		21,023		733		—		—		21,756		Small business administration pooled securities	117,727		12		(5,620)		—		112,119		21,023		733		—		—		21,756

Total held to maturity securities	Total held to maturity securities	$	1,408,189	$	355	$	(111,379)	$	—	$	1,297,165	$	1,066,818	$	12,474	$	(15,159)	$	—	$	1,064,133	Total held to maturity securities	$	1,697,635	$	169	$	(187,819)	$	—	$	1,509,985	$	1,066,818	$	12,474	$	(15,159)	$	—	$	1,064,133

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 ~~six~~nine months ended ~~June~~September 30, 2022 and ~~2021.~~2021, respectively. Excluded from the table above is accrued interest on held to maturity securities of ~~$2.9~~$4.3 million and $2.0 million as of ~~June~~September 30, 2022 and December 31, 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 ~~six~~nine months ended ~~June~~September 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 ~~June~~September 30, 2022 and December 31, 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 ~~six~~nine months ended ~~June~~September 30, 2022 and 2021, respectively, 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 ~~June~~September 30, 2022, all held to maturity securities held by the Company were rated investment grade or higher.

Table of Contents

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 ~~June~~September 30, 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	$	—	$	—	$	68,039	$	63,455	$	163,265	$	146,000	$	—	$	—	$	231,304	$	209,455	U.S. government agency securities	$	—	$	—	$	68,007	$	60,786	$	163,115	$	139,156	$	—	$	—	$	231,122	$	199,942
U.S. treasury securities	U.S. treasury securities	—		—		691,675		644,791		182,073		164,307		—		—		873,748		809,098		U.S. treasury securities	—		—		691,691		627,786		182,200		156,672		—		—		873,891		784,458
Agency mortgage-backed securities	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 mortgage-backed securities	19,658		19,617		70,984		66,817		148,475		126,625		154,179		131,094		393,296		344,153
Agency collateralized mortgage obligations	Agency collateralized mortgage obligations	—		—		—		—		—		—		46,014		44,477		46,014		44,477		Agency collateralized mortgage obligations	—		—		—		—		—		—		43,672		40,787		43,672		40,787

State, county, and municipal securities	State, county, and municipal securities	—		—		192		197		—		—		—		—		192		197		State, county, and municipal securities	—		—		193		187		—		—		—		—		193		187
Single issuer trust preferred securities issued by banks	Single issuer trust preferred securities issued by banks	—		—		—		—		—		—		489		468		489		468		Single issuer trust preferred securities issued by banks	—		—		—		—		—		—		489		489		489		489
Pooled trust preferred securities issued by banks and insurers	Pooled trust preferred securities issued by banks and insurers	—		—		—		—		—		—		1,200		999		1,200		999		Pooled trust preferred securities issued by banks and insurers	—		—		—		—		—		—		1,202		999		1,202		999
Small business administration pooled securities	Small business administration pooled securities	—		—		—		—		—		—		64,248		59,465		64,248		59,465		Small business administration pooled securities	—		—		—		—		—		—		62,048		54,496		62,048		54,496
Total available for sale securities	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	Total available for sale securities	$	19,658	$	19,617	$	830,875	$	755,576	$	493,790	$	422,453	$	261,590	$	227,865	$	1,605,913	$	1,425,511
Held to maturity securities	Held to maturity securities																					Held to maturity securities
U.S. government agency securities	U.S. government agency securities	$	—	$	—	$	32,128	$	30,300	$	—	$	—	$	—	$	—	$	32,128	$	30,300	U.S. government agency securities	$	—	$	—	$	31,696	$	29,303	$	—	$	—	$	—	$	—	$	31,696	$	29,303
U.S. treasury securities	U.S. treasury securities	—		—		49,753		45,873		50,842		46,114		—		—		100,595		91,987		U.S. treasury securities	—		—		49,766		44,047		50,849		43,945		—		—		100,615		87,992
Agency mortgage-backed securities	Agency mortgage-backed securities	—		—		83,789		82,561		388,941		352,477		159,024		149,036		631,754		584,074		Agency mortgage-backed securities	228		226		190,333		182,141		478,115		415,833		223,426		203,893		892,102		802,093
Agency collateralized mortgage obligations	Agency collateralized mortgage obligations	—		—		30,155		29,906		35,635		32,474		511,393		462,614		577,183		524,994		Agency collateralized mortgage obligations	—		—		29,998		28,550		36,791		31,784		487,206		416,636		553,995		476,970

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	—		—		—		—		—		—		65,029		64,302		65,029		64,302		Small business administration pooled securities	—		—		—		—		—		—		117,727		112,119		117,727		112,119

Total held to maturity securities	Total held to maturity securities	$	—	$	—	$	195,825	$	188,640	$	476,918	$	432,573	$	735,446	$	675,952	$	1,408,189	$	1,297,165	Total held to maturity securities	$	228	$	226	$	301,793	$	284,041	$	567,255	$	493,070	$	828,359	$	732,648	$	1,697,635	$	1,509,985
Total	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	Total	$	19,886	$	19,843	$	1,132,668	$	1,039,617	$	1,061,045	$	915,523	$	1,089,949	$	960,513	$	3,303,548	$	2,935,496

Included in the table above are ~~$25.8~~$24.8 million of callable securities at ~~June~~September 30, 2022.

The carrying value of securities pledged to secure public funds, trust deposits, and for other purposes, as required or permitted by law, was ~~$876.4~~$963.9 million and $740.6 million at ~~June~~September 30, 2022 and December 31, 2021, respectively.

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

Table of Contents

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, 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	$	14,107	$	83,456	$	11,710	$	2,784	$	19,750	$	11,740	$	772	$	144,319


Charge-offs	—		(62)		—		—		—		—		(679)		(741)
Recoveries	2		330		—		88		—		65		251		735
Provision for (release of) credit losses	6,060		(3,688)		(291)		(248)		852		(154)		469		3,000
Ending balance (1)	$	20,169	$	80,036	$	11,419	$	2,624	$	20,602	$	11,651	$	812	$	147,313

	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 (release of) credit losses	(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

	Nine Months Ended September 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	—		(62)		—		(59)		—		(122)		(1,749)		(1,992)
Recoveries	44		333		—		147		—		105		754		1,383
Provision for (release of) credit losses	5,723		(3,721)		(897)		(972)		6,118		(6,318)		1,067		1,000
Ending balance (1)	$	20,169	$	80,036	$	11,419	$	2,624	$	20,602	$	11,651	$	812	$	147,313

	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 (release of) credit losses	(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

(1)Balances of accrued interest receivable excluded from amortized cost and the calculation of allowance for credit losses amounted to ~~$39.0~~$42.7 million and ~~$29.9~~$36.7 million as of ~~June~~September 30, 2022 and ~~June~~September 30, 2021, respectively.

Table of Contents

The balance of allowance for credit losses of ~~$144.3~~$147.3 million as of ~~June~~September 30, 2022 ~~represents a decrease of $2.6~~remained relatively flat compared to $146.9 million ~~or 1.8%, compared to~~at December 31, 2021. The ~~decrease~~nominal change in the Company's allowance ~~was primarily driven by a release of the provision~~ for credit losses ~~of $2.0 million recorded during~~for the ~~first quarter of~~nine months ended September 30, 2022 ~~reflecting~~primarily reflects increased reserves attributable to category shifts on nonperforming loans and net loan growth, offset by a stabilized credit ~~quality~~ environment and continued strong asset quality metrics and attrition experienced during the second quarter of 2022, which were offset by increased reserves on individually evaluated loans and net loan growth, resulting in a zero provision recorded for the three months ended June 30, 2022.metrics.

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, 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.

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 one-to-four family residential properties. Residential mortgage loans also include loans to construct owner-occupied 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 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 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.

Table of Contents

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.

•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 ("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.

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, 2022
	2022		2021		2020		2019		2018		Prior		Revolving Loans		Revolving converted to Term		Total (1)
	(Dollars in thousands)
Commercial and industrial
Pass (2)	$	292,601	$	149,588	$	122,752	$	67,591	$	82,911	$	22,943	$	759,390	$	3,362	$	1,501,138
Potential weakness	1,540		973		1,038		1,844		3,955		715		6,557		—		16,622
Definite weakness - loss unlikely	2,485		935		—		39		—		111		27,019		—		30,589
Partial loss probable	—		—		—		—		—		—		—		—		—
Definite loss	—		—		—		—		—		—		—		—		—
Total commercial and industrial	$	296,626	$	151,496	$	123,790	$	69,474	$	86,866	$	23,769	$	792,966	$	3,362	$	1,548,349




Commercial real estate
Pass	$	922,772	$	1,467,370	$	1,265,711	$	773,102	$	733,621	$	1,976,282	$	47,317	$	1,070	$	7,187,245
Potential weakness	32,579		53,096		41,164		14,147		68,298		205,234		—		—		414,518
Definite weakness - loss unlikely	26,684		2,224		4,722		2,585		17,928		21,836		—		—		75,979
Partial loss probable	—		—		—		—		—		175		—		—		175
Definite loss	—		—		—		—		—		—		—		—		—
Total commercial real estate	$	982,035	$	1,522,690	$	1,311,597	$	789,834	$	819,847	$	2,203,527	$	47,317	$	1,070	$	7,677,917




Commercial construction
Pass	$	388,627	$	392,229	$	231,336	$	57,768	$	26,263	$	7,844	$	21,457	$	632	$	1,126,156
Potential weakness	40,631		—		3,387		—		—		—		—		—		44,018
Definite weakness - loss unlikely	2,138		12,845		—		—		—		—		—		—		14,983
Partial loss probable	—		—		—		—		—		—		—		—		—
Definite loss	—		—		—		—		—		—		—		—		—
Total commercial construction	$	431,396	$	405,074	$	234,723	$	57,768	$	26,263	$	7,844	$	21,457	$	632	$	1,185,157




Small business
Pass	$	41,923	$	46,581	$	31,968	$	17,536	$	10,454	$	20,227	$	37,455	$	—	$	206,144
Potential weakness	—		163		394		369		193		129		697		—		1,945
Definite weakness - loss unlikely	194		—		442		7		20		224		591		—		1,478
Partial loss probable	—		—		—		—		—		—		—		—		—
Definite loss	—		—		—		—		—		—		—		—		—
Total small business	$	42,117	$	46,744	$	32,804	$	17,912	$	10,667	$	20,580	$	38,743	$	—	$	209,567




Residential real estate
Pass	$	557,643	$	426,721	$	196,538	$	95,689	$	96,828	$	582,830	$	—	$	—	$	1,956,249
Default	—		—		676		466		376		1,487		—		—		3,005

Total residential real estate	$	557,643	$	426,721	$	197,214	$	96,155	$	97,204	$	584,317	$	—	$	—	$	1,959,254




Home equity
Pass	$	37,298	$	61,898	$	56,262	$	32,761	$	27,906	$	124,325	$	741,952	$	3,190	$	1,085,592
Default	—		—		—		122		—		285		1,171		—		1,578

Total home equity	$	37,298	$	61,898	$	56,262	$	32,883	$	27,906	$	124,610	$	743,123	$	3,190	$	1,087,170




Other consumer
Pass	$	383	$	2,498	$	1,969	$	1,370	$	380	$	3,630	$	22,680	$	—	$	32,910
Default	—		14		—		—		—		11		1		—		26

Total other consumer	$	383	$	2,512	$	1,969	$	1,370	$	380	$	3,641	$	22,681	$	—	$	32,936

Total	$	2,347,498	$	2,617,135	$	1,958,359	$	1,065,396	$	1,069,133	$	2,968,288	$	1,666,287	$	8,254	$	13,700,350

Table of Contents

June 30, 2022
2022 2021 2020 2019 2018 Prior Revolving Loans Revolving converted to Term Total (1)
(Dollars in thousands)
Commercial and
industrial
Pass (2) $ 220,435 $ 188,007 $ 136,331 $ 79,699 $ 98,598 $ 26,321 $ 751,261 $ — $ 1,500,652
Potential weakness 221 1,022 1,054 872 84 1,017 4,229 — 8,499
Definite weakness - loss unlikely 354 1,283 — 44 407 2,645 27,162 — 31,895
Partial loss probable — — — — — — — — —
Definite loss — — — — — — — — —
Total commercial and industrial $ 221,010 $ 190,312 $ 137,385 $ 80,615 $ 99,089 $ 29,983 $ 782,652 $ — $ 1,541,046
Commercial real estate
Pass $ 543,108 $ 1,488,142 $ 1,306,131 $ 874,026 $ 781,208 $ 2,122,989 $ 131,883 $ 516 $ 7,248,003
Potential weakness 40,003 63,294 53,347 5,996 68,671 197,553 13,620 2,578 445,062
Definite weakness - loss unlikely 1,113 8,181 4,263 2,904 14,822 67,409 — — 98,692
Partial loss probable — — — — — — — — —
Definite loss — — — — — — — — —
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
Pass $ 362,544 $ 369,399 $ 269,581 $ 65,520 $ 28,097 $ 11,420 $ 33,583 $ 3 $ 1,140,147
Potential weakness 13,054 — 3,319 — — 21,304 — — 37,677
Definite weakness - loss unlikely — 16,753 — — — — — — 16,753
Partial loss probable — — — — — — — — —
Definite loss — — — — — — — — —
Total commercial construction $ 375,598 $ 386,152 $ 272,900 $ 65,520 $ 28,097 $ 32,724 $ 33,583 $ 3 $ 1,194,577
Small business
Pass $ 30,065 $ 48,840 $ 33,910 $ 18,528 $ 10,999 $ 22,481 $ 37,755 $ — $ 202,578
Potential weakness — 173 415 373 195 141 707 — 2,004
Definite weakness - loss unlikely 103 — 551 13 4 230 470 — 1,371
Partial loss probable — — — — — — — — —
Definite loss — — — — — — — — —
Total small business $ 30,168 $ 49,013 $ 34,876 $ 18,914 $ 11,198 $ 22,852 $ 38,932 $ — $ 205,953
Residential real estate
Pass $ 396,321 $ 432,105 $ 200,912 $ 99,019 $ 102,471 $ 610,183 $ — $ — $ 1,841,011
Default — — 123 — 974 1,949 — — 3,046
Total residential real estate $ 396,321 $ 432,105 $ 201,035 $ 99,019 $ 103,445 $ 612,132 $ — $ — $ 1,844,057
Home equity
Pass $ 28,727 $ 63,208 $ 58,488 $ 33,501 $ 30,145 $ 130,197 $ 717,115 $ 2,559 $ 1,063,940
Default — — — 122 — 292 1,156 — 1,570
Total home equity $ 28,727 $ 63,208 $ 58,488 $ 33,623 $ 30,145 $ 130,489 $ 718,271 $ 2,559 $ 1,065,510
Other consumer
Pass $ 379 $ 2,862 $ 2,317 $ 1,671 $ 576 $ 4,350 $ 20,697 $ — $ 32,852
Default — — — — — 12 — — 12
Total other consumer $ 379 $ 2,862 $ 2,317 $ 1,671 $ 576 $ 4,362 $ 20,697 $ — $ 32,864
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


	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

Table of Contents

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

~~Table of Contents~~

~~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 ~~$30.6~~$11.1 million and ~~$482.7~~$383.6 million as of ~~June~~September 30, 2022 and 2021, 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:


		June 30 2022		December 31 2021			September 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)	752		749		FICO score (re-scored)(1)	753		749
LTV (re-valued)(2)	LTV (re-valued)(2)	55.2	%	54.4	%	LTV (re-valued)(2)	54.8	%	54.4	%
Home equity portfolio	Home equity portfolio					Home equity portfolio
FICO score (re-scored)(1)	FICO score (re-scored)(1)	771		772		FICO score (re-scored)(1)	771		772
LTV (re-valued)(2)(3)	LTV (re-valued)(2)(3)	41.4	%	42.4	%	LTV (re-valued)(2)(3)	40.9	%	42.4	%

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

(2)The combined LTV ratios for ~~June~~September 30, 2022 are based upon updated automated valuations as of ~~May~~August 2022, when available, and/or the most current valuation data available. The combined LTV ratios for December 31, 2021 were based upon updated automated valuations as of November 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 ~~June~~September 30, 2022 and December 31, 2021, the Company's estimated reserve for unfunded commitments amounted to $1.3 million and $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 ~~June~~September 30, 2022 and December 31, 2021 was ~~$197.4~~$193.3 million and $383.1 million, respectively. The majority of these loans with active deferrals as of ~~June~~September 30, 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 ~~June~~September 30, 2022 and December 31, 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.

2524

Table of Contents

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


		Nonaccrual Balances													Nonaccrual Balances
		June 30, 2022						December 31, 2021							September 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	$	3,465	$	53	$	3,518	$	3,420	$	19	$	3,439	Commercial and industrial	$	27,374	$	19	$	27,393	$	3,420	$	19	$	3,439
Commercial real estate	Commercial real estate	16,008		24,066		40,074		10,870		—		10,870		Commercial real estate	15,982		—		15,982		10,870		—		10,870

Small business	Small business	31		—		31		44		—		44		Small business	50		—		50		44		—		44
Residential real estate	Residential real estate	7,980		583		8,563		8,580		602		9,182		Residential real estate	8,891		—		8,891		8,580		602		9,182
Home equity	Home equity	3,514		—		3,514		3,781		—		3,781		Home equity	3,485		—		3,485		3,781		—		3,781
Other consumer	Other consumer	215		—		215		504		—		504		Other consumer	216		—		216		504		—		504
Total nonaccrual loans (1)	Total nonaccrual loans (1)	$	31,213	$	24,702	$	55,915	$	27,199	$	621	$	27,820	Total nonaccrual loans (1)	$	55,998	$	19	$	56,017	$	27,199	$	621	$	27,820

(1)Included in these amounts were ~~$1.7~~$1.5 million and $2.0 million of nonaccruing TDRs at ~~June~~September 30, 2022 and December 31, 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 ~~six~~nine months ended ~~June~~September 30, 2022 and 2021.

The following table shows information regarding foreclosed residential real estate property at the dates indicated:


		June 30, 2022		December 31, 2021			September 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	$	2,080	$	1,426	Recorded investment in mortgage loans collateralized by residential real estate property that are in the process of foreclosure	$	1,871	$	1,426

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


		June 30, 2022																			September 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	6	$	442	1	$	188	4	$	3,405	11	$	4,035	$	1,537,011	$	1,541,046	$	—	Commercial and industrial	10	$	322	1	$	182	3	$	558	14	$	1,062	$	1,547,287	$	1,548,349	$	—
Commercial real estate	Commercial real estate	5	881		2	24,066		6	15,067		13	40,014		7,751,743		7,791,757		—		Commercial real estate	9	5,419		5	4,491		2	208		16	10,118		7,667,799		7,677,917		—
Commercial construction	Commercial construction	—	—		1	1,669		—	—		1	1,669		1,192,908		1,194,577		—		Commercial construction	—	—		1	1,661		—	—		1	1,661		1,183,496		1,185,157		—
Small business	Small business	3	100		1	5		5	30		9	135		205,818		205,953		—		Small business	7	233		3	15		6	29		16	277		209,290		209,567		—
Residential real estate	Residential real estate	14	2,542		3	470		21	2,576		38	5,588		1,838,469		1,844,057		—		Residential real estate	15	3,146		6	1,202		19	1,804		40	6,152		1,953,102		1,959,254		—
Home equity	Home equity	8	799		3	153		20	1,570		31	2,522		1,062,988		1,065,510		—		Home equity	14	534		8	775		19	1,577		41	2,886		1,084,284		1,087,170		—
Other consumer (1)	Other consumer (1)	410	487		22	205		5	12		437	704		32,160		32,864		—		Other consumer (1)	504	510		36	245		8	26		548	781		32,155		32,936		—
Total	Total	446	$	5,251	33	$	26,756	61	$	22,660	540	$	54,667	$	13,621,097	$	13,675,764	$	—	Total	559	$	10,164	60	$	8,571	57	$	4,202	676	$	22,937	$	13,677,413	$	13,700,350	$	—

2625

Table of Contents


	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
	Number of Loans	Principal Balance		Number of Loans	Principal Balance		Number of Loans	Principal Balance		Number of Loans	Principal Balance		Current
	(Dollars in thousands)
Loan Portfolio
Commercial and industrial	7	$	143	2	$	252	2	$	24	11	$	419	$	1,562,860	$	1,563,279	$	—
Commercial real estate	15	32,845		—	—		4	1,339		19	34,184		7,958,160		7,992,344		—
Commercial construction	—	—		—	—		—	—		—	—		1,165,457		1,165,457		—
Small business	11	136		6	53		4	24		21	213		192,976		193,189		—
Residential real estate	12	2,709		5	714		76	3,922		93	7,345		1,597,341		1,604,686		—
Home equity	15	1,375		6	381		21	1,671		42	3,427		1,036,184		1,039,611		—
Other consumer (1)	458	719		41	277		16	112		515	1,108		27,612		28,720		—
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. 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:


			June 30, 2022		December 31, 2021				September 30, 2022		December 31, 2021
		(Dollars in thousands)						(Dollars in thousands)
TDRs on accrual status	TDRs on accrual status		$	11,734	$	14,635	TDRs on accrual status		$	11,549	$	14,635
TDRs on nonaccrual	TDRs on nonaccrual		1,677		1,993		TDRs on nonaccrual		1,538		1,993
Total TDRs	Total TDRs		$	13,411	$	16,628	Total TDRs		$	13,087	$	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		$	144	$	190	Additional commitments to lend to a borrower who has been a party to a TDR		$	137	$	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 loan modifications, the borrower must perform during a 90 day trial period before the modification is finalized.

2726

Table of Contents

~~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 ~~three and six months ended June 30, 2021~~periods indicated and the change in the recorded investment subsequent to the modifications occurring:


					Three Months Ended						Nine Months Ended
					September 30, 2022						September 30, 2022
															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
Commercial and industrial														Commercial and industrial	1	$	68	$	67	1	68		67

Total (1)														Total (1)	1	$	68	$	67	1	68		67

		Three Months Ended						Six Months Ended							Three Months Ended					Nine Months Ended
		June 30, 2021						June 30, 2021							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			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	—	$	—		$	—	1	$	14,148		$	14,148	Commercial and industrial	—	$	—	$	—	1	$	14,148	$	14,148
Commercial real estate	Commercial real estate	—	—			—		5	3,964			3,964		Commercial real estate	—	—		—		5	3,964		3,964
Small business	Small business	1	89			89		2	189			189		Small business	—	—		—		2	189		189

Total (1)	Total (1)	1	$	89		$	89	8	$	18,301		$	18,301	Total (1)	—	$	—	$	—	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 table above includes $14.3 million of modifications on existing ~~TDR's~~TDRs occurring during the ~~six~~nine months ended ~~June~~September 30, 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		Six Months Ended					Three Months Ended		Nine Months Ended
		June 30		June 30					September 30		September 30
			2021		2021				2022	2021	2022		2021
		(Dollars in thousands)					(Dollars in thousands)

Combination rate and maturity	Combination rate and maturity		—		14,148			Combination rate and maturity	—	—	—		14,148

Extended maturity	Extended maturity		89		4,153			Extended maturity	67	—	67		4,153
Total	Total		89		$	18,301		Total	67	—	$	67	$	18,301

The Company considers a loan to have defaulted when it reaches 90 days past due. During the ~~six~~nine months ended ~~June~~September 30, 2022 and ~~June~~September 30, 2021, there were no loans modified during the prior twelve months that subsequently defaulted during the 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.

Table of Contents

NOTE 5 - STOCK BASED COMPENSATION

During the ~~six~~nine months ended ~~June~~September 30, 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

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

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

5/24/2022

8,099

2018 Non-Employee Director Stock Plan

80.39

Shares vested immediately

9/15/2022

646

2005 Employee Stock Plan

77.44

Ratably over 5 years from grant date

Performance-Based Restricted Stock Awards

On February 17, 2022, the Company granted 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 $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, 2024. The awards will

~~Table of Contents~~

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, 2025.

On March 10, 2022, the performance-based restricted stock awards that were awarded on February 21, 2019 vested at 50% of the maximum target shares awarded, or 7,450 shares.

2928

Table of Contents

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.

3029

Table of Contents

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:


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

												Notional Amount		Average Maturity	Current Rate Paid		Receive Fixed Swap Rate		Fair Value
					Current Rate Paid		Receive Fixed Swap Rate					(in thousands)		(in years)					(in thousands)
Interest rate swaps on loans	Interest rate swaps on loans	700,000		2.51	1.21	%	2.32	%	(12,749)		Interest rate swaps on loans	$	1,050,000	3.23	2.72	%	2.66	%	$	(43,365)

					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	500,000		2.31	1.22	%	3.09% - 2.28%		(2,327)		Interest rate collars on loans	400,000		2.52	2.69	%	3.09% - 2.19%		(10,375)

Total	Total	$	1,225,000						$	(15,103)	Total	$	1,450,000						$	(53,740)

December 31, 2021	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	$	25,000	0.62	0.16	%	1.88	%	$	(294)	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	550,000		2.58	0.11	%	2.16	%	11,830		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		1.66	0.11	%	2.73% - 2.20%		9,383		Interest rate collars on loans	400,000		1.66	0.11	%	2.73% - 2.20%		9,383

Total	Total	$	975,000						$	20,919	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 ~~6.7~~6.5 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 ~~$6.1~~$22.5 million ~~(pre-tax) to be reclassified as a decrease to interest income and $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 twelve months following ~~June~~September 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 ~~June~~September 30, 2022.

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

~~Table of Contents~~

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.

Table of Contents

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.

3231

Table of Contents

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
		June 30, 2022																September 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	287	$	57,970	$	105,765	$	203,076	$	224,337	$	990,654	$	1,581,802	$	(69,667)	Receive fixed, pay variable	285	$	82,932	$	98,409	$	259,419	$	173,197	$	953,915	$	1,567,872	$	(127,611)
Pay fixed, receive variable	Pay fixed, receive variable	287	57,970		105,765		203,076		224,337		990,654		1,581,802		69,666		Pay fixed, receive variable	285	82,932		98,409		259,419		173,197		953,915		1,567,872		127,609
Foreign exchange contracts	Foreign exchange contracts																Foreign exchange contracts
Buys foreign currency, sells U.S. currency	Buys foreign currency, sells U.S. currency	62	142,758		36,475		—		—		—		179,233		(8,575)		Buys foreign currency, sells U.S. currency	62	162,094		13,013		—		—		—		175,107		(15,992)
Buys U.S. currency, sells foreign currency	Buys U.S. currency, sells foreign currency	62	142,758		36,475		—		—		—		179,233		8,670		Buys U.S. currency, sells foreign currency	62	162,094		13,013		—		—		—		175,107		16,079
Risk participation agreements	Risk participation agreements																Risk participation agreements
Participation out	Participation out	11	—		2,615		24,538		—		70,389		97,542		118		Participation out	11	2,605		—		24,538		—		72,045		99,188		64
Participation in	Participation in	9	40,985		16,440		—		—		26,037		83,462		(37)		Participation in	7	22,802		16,329		—		—		25,944		65,075		(15)

			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, 2021																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	296	$	37,589	$	139,844	$	123,507	$	260,953	$	1,060,276	$	1,622,169	$	55,984	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	296	37,589		139,844		123,507		260,953		1,060,276		1,622,169		(55,982)		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	52	149,588		8,784		—		—		—		158,372		5,734		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	52	149,588		8,784		—		—		—		158,372		(5,734)		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	11	—		2,635		7,138		24,539		68,408		102,720		279		Participation out	11	—		2,635		7,138		24,539		68,408		102,720		279
Participation in	Participation in	7	29,972		28,235		—		—		8,339		66,546		(55)		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.

3332

Table of Contents

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 ~~increased~~decreased by ~~$122,000~~$194,000 and ~~$305,000~~$75,000 for the three months ended ~~June~~September 30, 2022 and 2021, respectively. The fair value of loans held for sale decreased by ~~$426,000~~$620,000 and $1.5 million for the ~~six~~nine months ended ~~June~~September 30, 2022 and 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 ~~net realized losses of $278,000~~$229,000 and ~~net realized gains of $4.2~~$4.9 million for the three months ended ~~June~~September 30, 2022 and 2021, respectively, and ~~net realized gains of $321,000~~$550,000 and ~~$12.3~~$17.2 million for the ~~six~~nine months ended ~~June~~September 30, 2022 and 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.

3433

Table of Contents

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
		June 30 2022			December 31 2021			June 30 2022			December 31 2021					September 30 2022			December 31 2021			September 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	$	1,240	(3)	$	21,951	(3)	$	16,343	(4)	$	1,032	(4)	Interest rate derivatives		$	—		$	21,951	(3)	$	53,740	(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	73,737		(3)	68,726		(3)	73,738		(4)	68,724		(4)	Loan level derivatives		127,625		(3)	68,726		(3)	127,627		(4)	68,724		(4)
Foreign exchange contracts	Foreign exchange contracts	8,762			6,147			8,667			6,147			Foreign exchange contracts		16,520			6,147			16,433			6,147
Risk participation agreements	Risk participation agreements	118			279			37			55			Risk participation agreements		64			279			15			55
Mortgage Derivatives	Mortgage Derivatives													Mortgage Derivatives
Interest rate lock commitments	Interest rate lock commitments	185			753			—			—			Interest rate lock commitments		6			753			16			—
Forward sale loan commitments	Forward sale loan commitments	—			56			14			—			Forward sale loan commitments		86			56			—			—
Forward sale hedge commitments	Forward sale hedge commitments	—			—			63			57			Forward sale hedge commitments		73			—			—			57
Total derivatives not designated as hedges	Total derivatives not designated as hedges	82,802			75,961			82,519			74,983			Total derivatives not designated as hedges		144,374			75,961			144,091			74,983
Total	Total	84,042			97,912			98,862			76,015			Total		144,374			97,912			197,831			76,015

Netting Adjustments (5)	Netting Adjustments (5)	(42,781)			(5,727)			8,983			6,769			Netting Adjustments (5)		(62,614)			(5,727)			35,293			6,769
Net Derivatives on the Balance Sheet	Net Derivatives on the Balance Sheet	41,261			92,185			89,879			69,246			Net Derivatives on the Balance Sheet		81,760			92,185			162,538			69,246

Financial instruments (6)	Financial instruments (6)	8,658			22,378			8,658			22,378			Financial instruments (6)		17,744			22,378			17,744			22,378
Cash collateral pledged (received)	Cash collateral pledged (received)	—			—			4			33,838			Cash collateral pledged (received)		—			—			—			33,838
Net Derivative Amounts	Net Derivative Amounts	$	32,603		$	69,807		$	81,217		$	13,030		Net Derivative Amounts		$	64,016		$	69,807		$	144,794		$	13,030

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

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

(3)Approximately ~~$306,000~~$660,000 of accrued interest receivable ~~is included in the fair value of interest rate derivative assets and $401,000 of accrued interest payable~~ is included in the fair value of the loan level derivative assets at ~~June~~September 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 derivative assets, respectively, at December 31, 2021.

(4)Approximately ~~$532,000~~$36,000 and ~~$401,000~~$660,000 of accrued interest ~~receivable~~payable is included in the fair value of interest rate and loan level derivative liabilities, respectively, at ~~June~~September 30, 2022. Accrued interest payable of approximately $5,000 and $1.5 million is included in the fair value of the interest rate and loan level derivative liabilities, respectively, at December 31, 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 at ~~June~~September 30, 2022.

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

Table of Contents

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				Six Months Ended					Three Months Ended				Nine Months Ended
		June 30				June 30					September 30				September 30
		2022		2021		2022		2021			2022		2021		2022		2021
		(Dollars in thousands)									(Dollars in thousands)
Derivatives designated as hedges	Derivatives designated as hedges									Derivatives designated as hedges
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)	Loss in OCI on derivatives (effective portion), net of tax	$	(27,144)	$	(3,383)	$	(52,743)	$	(11,559)
Gain reclassified from OCI into interest income or interest expense (effective portion)	Gain reclassified from OCI into interest income or interest expense (effective portion)	$	3,515	$	4,698	$	8,020	$	9,078	Gain reclassified from OCI into interest income or interest expense (effective portion)	$	407	$	4,791	$	8,427	$	13,869

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	$	32	$	77	$	121	$	83	Other income	$	26	$	54	$	147	$	137
Other expense	Other expense	(89)		(11)		(172)		(294)		Other expense	(67)		(80)		(239)		(374)
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	(225)		(1,303)		(644)		(3,627)		Mortgage banking income	41		(213)		(603)		(3,840)
Total	Total	$	(282)	$	(1,237)	$	(695)	$	(3,838)	Total	$	—	$	(239)	$	(695)	$	(4,077)

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. All derivative instruments with credit-risk contingent features were in a net asset position at ~~June~~September 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 $34.8 million. Although none of the contingency provisions have applied as of ~~June~~September 30, 2022 and December 31, 2021, the Company posted collateral to offset the net liability exposure with institutional 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 ~~$72.9~~$127.6 million and $28.3 million at ~~June~~September 30, 2022 and December 31, 2021, respectively. The Company’s exposure relating to customer counterparties was approximately ~~$2.0 million~~$8,000 and $62.4 million at ~~June~~September 30, 2022 and December 31, 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 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

3635

Table of Contents

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 ~~six~~nine months ended ~~June~~September 30, 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.

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.

3736

Table of Contents

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 ~~June~~September 30, 2022 and December 31, 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.

3837

Table of Contents

Assets and liabilities measured at fair value on a recurring and nonrecurring basis were as follows 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)
		June 30, 2022									September 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	$	3,637	$	3,637	$	—	$	—	Trading securities	$	3,538	$	3,538	$	—	$	—
Equity securities	Equity securities	21,181		21,181		—		—		Equity securities	20,439		20,439		—		—
Securities available for sale	Securities available for sale									Securities available for sale
U.S. government agency securities	U.S. government agency securities	209,455		—		209,455		—		U.S. government agency securities	199,942		—		199,942		—
U.S. treasury securities	U.S. treasury securities	809,098		—		809,098		—		U.S. treasury securities	784,458		—		784,458		—
Agency mortgage-backed securities	Agency mortgage-backed securities	377,790		—		377,790		—		Agency mortgage-backed securities	344,153		—		344,153		—
Agency collateralized mortgage obligations	Agency collateralized mortgage obligations	44,477		—		44,477		—		Agency collateralized mortgage obligations	40,787		—		40,787		—

State, county, and municipal securities	State, county, and municipal securities	197		—		197		—		State, county, and municipal securities	187		—		187		—
Single issuer trust preferred securities issued by banks and insurers	Single issuer trust preferred securities issued by banks and insurers	468		—		468		—		Single issuer trust preferred securities issued by banks and insurers	489		—		489		—
Pooled trust preferred securities issued by banks and insurers	Pooled trust preferred securities issued by banks and insurers	999		—		999		—		Pooled trust preferred securities issued by banks and insurers	999		—		999		—
Small business administration pooled securities	Small business administration pooled securities	59,465		—		59,465		—		Small business administration pooled securities	54,496		—		54,496		—
Loans held for sale	Loans held for sale	2,358		—		2,358		—		Loans held for sale	5,100		—		5,100		—
Derivative instruments	Derivative instruments	84,042		—		84,042		—		Derivative instruments	144,374		—		144,374		—
Liabilities	Liabilities									Liabilities
Derivative instruments	Derivative instruments	98,862		—		98,862		—		Derivative instruments	197,831		—		197,831		—
Total recurring fair value measurements	Total recurring fair value measurements	$	1,514,305	$	24,818	$	1,489,487	$	—	Total recurring fair value measurements	$	1,401,131	$	23,977	$	1,377,154	$	—

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)	$	24,649	$	—	$	—	$	24,649	Individually assessed collateral dependent loans (1)	$	13,020	$	—	$	—	$	13,020

Total nonrecurring fair value measurements	Total nonrecurring fair value measurements	$	24,649	$	—	$	—	$	24,649	Total nonrecurring fair value measurements	$	13,020	$	—	$	—	$	13,020

3938

Table of Contents


			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 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, 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.

4039

Table of Contents

The estimated fair values and related carrying amounts for assets and liabilities for which fair value is only disclosed are shown below 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)
		June 30, 2022											September 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	$	32,128	$	30,300	$	—	$	30,300	$	—	U.S. government agency securities	$	31,696	$	29,303	$	—	$	29,303	$	—
U.S. treasury securities	U.S. treasury securities	100,595		91,987		—		91,987		—		U.S. treasury securities	100,615		87,992		—		87,992		—
Agency mortgage-backed securities	Agency mortgage-backed securities	631,754		584,074		—		584,074		—		Agency mortgage-backed securities	892,102		802,093		—		802,093		—
Agency collateralized mortgage obligations	Agency collateralized mortgage obligations	577,183		524,994		—		524,994		—		Agency collateralized mortgage obligations	553,995		476,970		—		476,970		—

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	65,029		64,302		—		64,302		—		Small business administration pooled securities	117,727		112,119		—		112,119		—

Loans, net of allowance for credit losses (b)	Loans, net of allowance for credit losses (b)	13,506,796		13,351,014		—		—		13,351,014		Loans, net of allowance for credit losses (b)	13,540,017		13,208,966		—		—		13,208,966
Federal Home Loan Bank stock (c)	Federal Home Loan Bank stock (c)	6,249		6,249		—		6,249		—		Federal Home Loan Bank stock (c)	5,218		5,218		—		5,218		—
Cash surrender value of life insurance policies (d)	Cash surrender value of life insurance policies (d)	292,807		292,807		—		292,807		—		Cash surrender value of life insurance policies (d)	293,126		293,126		—		293,126		—
Financial liabilities	Financial liabilities											Financial liabilities
Deposit liabilities, other than time deposits (e)	Deposit liabilities, other than time deposits (e)	$	15,328,945	$	15,328,945	$	—	$	15,328,945	$	—	Deposit liabilities, other than time deposits (e)	$	15,160,375	$	15,160,375	$	—	$	15,160,375	$	—
Time certificates of deposits (f)	Time certificates of deposits (f)	1,310,603		1,287,031		—		1,287,031		—		Time certificates of deposits (f)	1,178,619		1,147,506		—		1,147,506		—
Federal Home Loan Bank borrowings (f)	Federal Home Loan Bank borrowings (f)	25,652		25,577		—		25,577		—		Federal Home Loan Bank borrowings (f)	643		571		—		571		—

Junior subordinated debentures (g)	Junior subordinated debentures (g)	62,854		61,704		—		61,704		—		Junior subordinated debentures (g)	62,855		59,770		—		59,770		—
Subordinated debentures (f)	Subordinated debentures (f)	49,838		44,172		—		—		44,172		Subordinated debentures (f)	49,862		44,066		—		—		44,066

4140

Table of Contents


					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)
	December 31, 2021
	(Dollars in thousands)
Financial assets
Securities held to maturity (a)
U.S. government agency securities	$	32,987	$	32,546	$	—	$	32,546	$	—
U.S. treasury securities	102,560		102,242		—		102,242		—
Agency mortgage-backed securities	493,012		497,236		—		497,236		—
Agency collateralized mortgage obligations	415,736		408,845		—		408,845		—

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

Loans, net of allowance for credit losses (b)	13,439,190		13,389,515		—		—		13,389,515
Federal Home Loan Bank stock (c)	11,407		11,407		—		11,407		—
Cash surrender value of life insurance policies (d)	289,304		289,304		—		289,304		—
Financial liabilities
Deposit liabilities, other than time deposits (e)	$	15,385,894	$	15,385,894	$	—	$	15,385,894	$	—
Time certificates of deposits (f)	1,531,150		1,529,857		—		1,529,857		—
Federal Home Loan Bank borrowings (f)	25,667		25,663		—		25,663		—
Long-term borrowings (f)	14,063		13,989		—		13,989		—


Junior subordinated debentures (g)	62,853		67,019		—		67,019		—
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.

4241

Table of Contents

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				Six Months Ended					Three Months Ended				Nine Months Ended
		June 30 2022		June 30 2021		June 30 2022		June 30 2021			September 30 2022		September 30 2021		September 30 2022		September 30 2021
		(Dollars in thousands)									(Dollars in thousands)
Deposit account fees (inclusive of cash management fees)	Deposit account fees (inclusive of cash management fees)	$	5,828	$	3,822	$	11,321	$	7,406	Deposit account fees (inclusive of cash management fees)	$	6,261	$	4,298	$	17,582	$	11,704
Interchange fees	Interchange fees	2,738		2,141		5,210		4,044		Interchange fees	2,833		2,223		8,043		6,267
ATM fees	ATM fees	993		735		1,834		1,360		ATM fees	1,066		817		2,900		2,177
Investment management - wealth management and advisory services	Investment management - wealth management and advisory services	7,825		8,027		15,729		15,429		Investment management - wealth management and advisory services	7,834		8,147		23,563		23,576
Investment management - retail investments and insurance revenue	Investment management - retail investments and insurance revenue	1,504		845		2,273		1,747		Investment management - retail investments and insurance revenue	602		1,027		2,875		2,774
Merchant processing income	Merchant processing income	350		339		728		659		Merchant processing income	412		365		1,140		1,024
Credit card income	Credit card income	474		313		846		549		Credit card income	495		334		1,341		883
Other noninterest income	Other noninterest income	1,472		1,245		2,868		2,370		Other noninterest income	1,782		1,362		4,650		3,732
Total noninterest income in-scope of ASC 606	Total noninterest income in-scope of ASC 606	21,184		17,467		40,809		33,564		Total noninterest income in-scope of ASC 606	21,285		18,573		62,094		52,137
Total noninterest income out-of-scope of ASC 606	Total noninterest income out-of-scope of ASC 606	6,714		7,500		13,361		16,649		Total noninterest income out-of-scope of ASC 606	6,910		7,884		20,271		24,533
Total noninterest income	Total noninterest income	$	27,898	$	24,967	$	54,170	$	50,213	Total noninterest income	$	28,195	$	26,457	$	82,365	$	76,670

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.

4342

Table of Contents

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:

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


	September 30, 2022		December 31, 2021
	(Dollars in thousands)
Receivables, included in other assets	$	4,401	$	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.

4443

Table of Contents

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.

4544

Table of Contents

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 June 30, 2022						Six Months Ended June 30, 2022							Three Months Ended September 30, 2022						Nine Months Ended September 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	$	(30,734)	$	7,000	$	(23,734)	$	(112,353)	$	26,063	$	(86,290)	Change in fair value of securities available for sale	$	(55,461)	$	12,879	$	(42,582)	$	(167,814)	$	38,942	$	(128,872)
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	(30,734)		7,000		(23,734)		(112,353)		26,063		(86,290)		Net change in fair value of securities available for sale	(55,461)		12,879		(42,582)		(167,814)		38,942		(128,872)

Change in fair value of cash flow hedges	Change in fair value of cash flow hedges	(7,126)		2,004		(5,122)		(27,606)		7,772		(19,834)		Change in fair value of cash flow hedges	(37,357)		10,505		(26,852)		(64,963)		18,277		(46,686)
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	3,515		(988)		2,527		8,020		(2,255)		5,765		Less: net cash flow hedge gains reclassified into interest income or interest expense	407		(115)		292		8,427		(2,370)		6,057

Net change in fair value of cash flow hedges	Net change in fair value of cash flow hedges	(10,641)		2,992		(7,649)		(35,626)		10,027		(25,599)		Net change in fair value of cash flow hedges	(37,764)		10,620		(27,144)		(73,390)		20,647		(52,743)

Amortization of net actuarial losses	Amortization of net actuarial losses	158		(44)		114		317		(89)		228		Amortization of net actuarial losses	159		(45)		114		476		(134)		342
Amortization of net prior service costs	Amortization of net prior service costs	9		(2)		7		19		(5)		14		Amortization of net prior service costs	10		(3)		7		29		(8)		21

Net change in other comprehensive income for defined benefit postretirement plans (1)	Net change in other comprehensive income for defined benefit postretirement plans (1)	167		(46)		121		336		(94)		242		Net change in other comprehensive income for defined benefit postretirement plans (1)	169		(48)		121		505		(142)		363
Total other comprehensive loss	Total other comprehensive loss	$	(41,208)	$	9,946	$	(31,262)	$	(147,643)	$	35,996	$	(111,647)	Total other comprehensive loss	$	(93,056)	$	23,451	$	(69,605)	$	(240,699)	$	59,447	$	(181,252)


		Three Months Ended June 30, 2021						Six Months Ended June 30, 2021							Three Months Ended September 30, 2021						Nine Months Ended September 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	$	5,109	$	(1,316)	$	3,793	$	(5,252)	$	1,271	$	(3,981)	Change in fair value of securities available for sale	$	(10,337)	$	2,440	$	(7,897)	$	(15,589)	$	3,711	$	(11,878)
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	5,109		(1,316)		3,793		(5,252)		1,271		(3,981)		Net 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 cash flow hedges	Change in fair value of cash flow hedges	2,481		(697)		1,784		(2,298)		647		(1,651)		Change in fair value of cash flow hedges	84		(23)		61		(2,214)		624		(1,590)
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	4,698		(1,321)		3,377		9,078		(2,553)		6,525		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

Net change in fair value of cash flow hedges	Net change in fair value of cash flow hedges	(2,217)		624		(1,593)		(11,376)		3,200		(8,176)		Net change in fair value of cash flow hedges	(4,707)		1,324		(3,383)		(16,083)		4,524		(11,559)

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		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	249		(70)		179		691		(194)		497		Amortization of net actuarial losses	346		(97)		249		1,037		(291)		746
Amortization of net prior service costs	Amortization of net prior service costs	43		(12)		31		87		(24)		63		Amortization of net prior service costs	44		(13)		31		131		(37)		94

Net change in other comprehensive income for defined benefit postretirement plans (1)	Net change in other comprehensive income for defined benefit postretirement plans (1)	292		(82)		210		1,431		(402)		1,029		Net change in other comprehensive income for defined benefit postretirement plans (1)	390		(110)		280		1,821		(512)		1,309
Total other comprehensive income (loss)		$	3,184	$	(774)	$	2,410	$	(15,197)	$	4,069	$	(11,128)
Total other comprehensive loss														Total other comprehensive loss	$	(14,654)	$	3,654	$	(11,000)	$	(29,851)	$	7,723	$	(22,128)

(1)The amortization of prior service costs is included in the computation of net periodic pension cost as disclosed in Note 14 "Employee Benefit Plans" within the Notes to the Consolidated Financial Statements included in Item 8 of the Company's 2021 Form 10-K.

4645

Table of Contents

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)
		2022						2022
Beginning balance: January 1, 2022	Beginning balance: January 1, 2022	$	(9,667)	$	14,137	$	(2,287)		$	2,183	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)		Net change in other comprehensive income (loss)	(128,872)		(52,743)		363		(181,252)
Ending balance: June 30, 2022		$	(95,957)	$	(11,462)	$	(2,045)		$	(109,464)
Ending balance: September 30, 2022											Ending balance: September 30, 2022	$	(138,539)	$	(38,606)	$	(1,924)	$	(179,069)
		2021						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)	Net change in other comprehensive income (loss)	(3,981)		(8,176)		1,029			(11,128)		Net change in other comprehensive income (loss)	(11,878)		(11,559)		1,309		(22,128)
Ending balance: June 30, 2021		$	9,274	$	25,100	$	(4,807)		$	29,567
Ending balance: September 30, 2021											Ending balance: September 30, 2021	$	1,377	$	21,717	$	(4,527)	$	18,567

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.

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:


		June 30, 2022		December 31, 2021			September 30, 2022		December 31, 2021
		(Dollars in thousands)					(Dollars in thousands)
Commitments to extend credit	Commitments to extend credit	$	4,604,012	$	4,535,895	Commitments to extend credit	$	4,552,576	$	4,535,895
Standby letters of credit	Standby letters of credit	25,445		24,412		Standby letters of credit	25,565		24,412
Deferred standby letter of credit fees	Deferred standby letter of credit fees	210		124		Deferred standby letter of credit fees	187		124
Loan exposures sold with recourse	Loan exposures sold with recourse	178,510		202,717		Loan exposures sold with recourse	171,437		202,717

4746

Table of Contents

Lease Commitments

The Company leases office space, space for ATM locations, and certain branch locations under noncancellable operating leases. Several of these leases contain renewal options to extend lease terms for a period of 1 to 20 years. During the first quarter of 2022, the Company recognized approximately $4.4 million in costs associated with several terminated leased locations acquired from Meridian that were subsequently exited. These costs are reflected within merger and acquisition expense in the Consolidated Statement of Income.

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

Other Contingencies

At ~~June~~September 30, 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.

4847

Table of Contents

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:


		June 30 2022			December 31 2021			September 30 2022			December 31 2021
		(Dollars in thousands)						(Dollars in thousands)
Original investment value	Original investment value	$	183,953		$	179,481	Original investment value	$	183,889		$	179,481
Current recorded investment	Current recorded investment	133,086			135,497		Current recorded investment	129,875			135,497
Unfunded liability obligation	Unfunded liability obligation	64,241			73,336		Unfunded liability obligation	63,014			73,336
Tax credits and benefits	Tax credits and benefits	17,477		(1)	14,198		Tax credits and benefits	16,679		(1)	14,198
Amortization of investments	Amortization of investments	13,968		(1)	11,892		Amortization of investments	13,375		(1)	11,892
Net income tax benefit	Net income tax benefit	3,509		(1)	2,306		Net income tax benefit	3,304		(1)	2,306

(1)Amounts shown represent the estimated full year impact for the year ended December 31, 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, 2021, filed with the Securities and Exchange Commission (the "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 2021 Form 10-K, 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 any uncertainty regarding the length and extent of economic contraction as a result of the pandemic;

•the potential effects of inflationary pressures, labor market shortages and supply chain issues;

•the instability or volatility in financial markets and unfavorable general economic or business conditions, globally, nationally or regionally, caused by geopolitical concerns, including as a result of the conflict between Russia and 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;

•acquisitions 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;

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

4948

Table of Contents

•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, any further resurgences or variants of the COVID-19 virus, the efficacy and availability of vaccines, boosters or other treatments, actions taken by governmental authorities in response thereto, other public health crises or man-made events, and their impact on the Company's local economies or 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 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 remains unknown at this time due to factors and future developments that are uncertain, unpredictable and, in many cases, beyond the Company's control, including the scope, duration and extent of the pandemic and any further resurgences, 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.

5049

Table of Contents

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
		June 30 2022			March 31 2022			December 31 2021			September 30 2021			June 30 2021				September 30 2022			June 30 2022			March 31 2022			December 31 2021			September 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	$	2,934,956		$	2,861,739		$	2,664,859		$	2,318,757		$	1,682,751		Securities	$	3,147,123		$	2,934,956		$	2,861,739		$	2,664,859		$	2,318,757
Loans	Loans	13,675,764			13,580,027			13,587,286			8,808,013			8,938,988			Loans	13,700,350			13,675,764			13,580,027			13,587,286			8,808,013
Allowance for credit losses	Allowance for credit losses	(144,319)			(144,518)			(146,922)			(92,246)			(102,357)			Allowance for credit losses	(147,313)			(144,319)			(144,518)			(146,922)			(92,246)
Goodwill and other intangible assets	Goodwill and other intangible assets	1,013,917			1,015,831			1,017,844			525,261			526,576			Goodwill and other intangible assets	1,012,006			1,013,917			1,015,831			1,017,844			525,261
Total assets	Total assets	19,982,450			20,159,178			20,423,405			14,533,311			14,194,207			Total assets	19,703,269			19,982,450			20,159,178			20,423,405			14,533,311
Total deposits	Total deposits	16,639,548			16,763,392			16,917,044			12,260,140			11,986,971			Total deposits	16,338,994			16,639,548			16,763,392			16,917,044			12,260,140
Total borrowings	Total borrowings	138,344			138,328			152,374			157,045			171,713			Total borrowings	113,360			138,344			138,328			152,374			157,045
Stockholders’ equity	Stockholders’ equity	2,871,185			2,965,439			3,018,449			1,755,954			1,741,622			Stockholders’ equity	2,817,201			2,871,185			2,965,439			3,018,449			1,755,954
Nonperforming loans	Nonperforming loans	55,915			56,618			27,820			45,810			47,818			Nonperforming loans	56,017			55,915			56,618			27,820			45,810
Nonperforming assets	Nonperforming assets	55,915			56,618			27,820			45,810			47,818			Nonperforming assets	56,017			55,915			56,618			27,820			45,810
Income statement	Income statement																Income statement
Interest income	Interest income	$	148,123		$	140,619		$	125,921		$	93,016		$	96,702		Interest income	$	169,971		$	148,123		$	140,619		$	125,921		$	93,016
Interest expense	Interest expense	3,262			3,187			3,391			2,925			3,348			Interest expense	7,370			3,262			3,187			3,391			2,925
Net interest income	Net interest income	144,861			137,432			122,530			90,091			93,354			Net interest income	162,601			144,861			137,432			122,530			90,091
Provision for credit losses		—			(2,000)			35,705			(10,000)			(5,000)
Provision for (release of) credit losses																	Provision for (release of) credit losses	3,000			—			(2,000)			35,705			(10,000)
Noninterest income	Noninterest income	27,898			26,272			29,180			26,457			24,967			Noninterest income	28,195			27,898			26,272			29,180			26,457
Noninterest expenses	Noninterest expenses	90,562			95,500			117,126			72,419			73,302			Noninterest expenses	92,728			90,562			95,500			117,126			72,419
Net income	Net income	61,776			53,097			1,702			40,007			37,572			Net income	71,897			61,776			53,097			1,702			40,007
Per share data	Per share data																Per share data
Net income—basic	Net income—basic	$	1.32		$	1.12		$	0.04		$	1.21		$	1.14		Net income—basic	$	1.57		$	1.32		$	1.12		$	0.04		$	1.21
Net income—diluted	Net income—diluted	1.32			1.12			0.04			1.21			1.14			Net income—diluted	1.57			1.32			1.12			0.04			1.21
Cash dividends declared	Cash dividends declared	0.51			0.51			0.48			0.48			0.48			Cash dividends declared	0.51			0.51			0.51			0.48			0.48
Book value per share	Book value per share	62.32			62.59			63.75			53.14			52.72			Book value per share	61.73			62.32			62.59			63.75			53.14
Tangible book value per share (1)	Tangible book value per share (1)	40.31			41.15			42.25			37.24			36.78			Tangible book value per share (1)	39.56			40.31			41.15			42.25			37.24
Performance ratios	Performance ratios																Performance ratios
Return on average assets	Return on average assets	1.24		%	1.06		%	0.04		%	1.11		%	1.08		%	Return on average assets	1.43		%	1.24		%	1.06		%	0.04		%	1.11		%
Return on average common equity	Return on average common equity	8.49		%	7.16		%	0.28		%	9.04		%	8.70		%	Return on average common equity	9.90		%	8.49		%	7.16		%	0.28		%	9.04		%
Net interest margin (on a fully tax equivalent basis)	Net interest margin (on a fully tax equivalent basis)	3.27		%	3.09		%	3.05		%	2.78		%	2.99		%	Net interest margin (on a fully tax equivalent basis)	3.64		%	3.27		%	3.09		%	3.05		%	2.78		%
Dividend payout ratio	Dividend payout ratio	39.11		%	42.80		%	931.90		%	39.64		%	42.19		%	Dividend payout ratio	32.78		%	39.11		%	42.80		%	931.90		%	39.64		%
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	0.41		%	0.42		%	0.20		%	0.52		%	0.53		%	Nonperforming loans as a percent of gross loans	0.41		%	0.41		%	0.42		%	0.20		%	0.52		%
Nonperforming assets as a percent of total assets	Nonperforming assets as a percent of total assets	0.28		%	0.28		%	0.14		%	0.32		%	0.34		%	Nonperforming assets as a percent of total assets	0.28		%	0.28		%	0.28		%	0.14		%	0.32		%
Allowance for credit losses as a percent of total loans	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 total loans	1.08		%	1.06		%	1.06		%	1.08		%	1.05		%
Allowance for credit losses as a percent of nonperforming loans	Allowance for credit losses as a percent of nonperforming loans	258.10		%	255.25		%	528.12		%	201.37		%	214.06		%	Allowance for credit losses as a percent of nonperforming loans	262.98		%	258.10		%	255.25		%	528.12		%	201.37		%
Capital ratios	Capital ratios																Capital ratios

5150

Table of Contents


Equity to assets	Equity to assets	14.37	%	14.71	%	14.78	%	12.08	%	12.27	%	Equity to assets	14.30	%	14.37	%	14.71	%	14.78	%	12.08	%
Tangible equity to tangible assets (1)	Tangible equity to tangible assets (1)	9.79	%	10.18	%	10.31	%	8.79	%	8.89	%	Tangible equity to tangible assets (1)	9.66	%	9.79	%	10.18	%	10.31	%	8.79	%
Tier 1 leverage capital ratio	Tier 1 leverage capital ratio	10.42	%	10.62	%	12.03	%	9.36	%	9.41	%	Tier 1 leverage capital ratio	10.51	%	10.42	%	10.62	%	12.03	%	9.36	%
Common equity tier 1 capital ratio	Common equity tier 1 capital ratio	13.90	%	14.45	%	14.30	%	13.53	%	13.31	%	Common equity tier 1 capital ratio	13.98	%	13.90	%	14.45	%	14.30	%	13.53	%
Tier 1 risk-based capital ratio	Tier 1 risk-based capital ratio	13.90	%	14.45	%	14.30	%	14.21	%	13.98	%	Tier 1 risk-based capital ratio	13.98	%	13.90	%	14.45	%	14.30	%	14.21	%
Total risk-based capital ratio	Total risk-based capital ratio	15.62	%	16.18	%	16.04	%	15.78	%	15.67	%	Total risk-based capital ratio	15.71	%	15.62	%	16.18	%	16.04	%	15.78	%

(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.

5251

Table of Contents

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 maintains an asset-sensitive profile and, accordingly, has benefited from recent interest rate increases. While asset quality remains very strong, management is ~~focused~~closely monitoring the economic environment, including elevated inflationary pressures, supply chain issues, and labor shortages being experienced in the current operating environment across various industries. The Company focuses on organic growth, but will also consider growth through acquisition. Any potential acquisition opportunities ~~that~~ are ~~expected~~evaluated for the potential to provide a satisfactory financial return ~~including the recent acquisition~~as well as other criteria (ease of integration, synergies, geographical location). Recent acquisitions include Meridian Bancorp, Inc. ("Meridian") and its subsidiary, East Boston Savings Bank ("EBSB"), which closed in the fourth quarter of 2021.

~~Second~~

Third Quarter 2022 Results

Net income for the three months ended ~~June~~September 30, 2022 was ~~$61.8~~$71.9 million, or ~~$1.32~~$1.57 on a diluted earnings per share basis, as compared to ~~$37.6~~$40.0 million, or ~~$1.14~~$1.21 on a diluted earnings per share basis, for the three months ended ~~June~~September 30, 2021, ~~representing~~or an increase of ~~64.4%~~79.7% and ~~15.8%~~29.8%, respectively. ~~Full year-to-date net~~Net income for the ~~six~~nine months ended ~~June~~September 30, 2022 was ~~$114.9~~$186.8 million, or ~~$2.44~~$4.00 on a diluted earnings per share basis, as compared to ~~$79.3~~$119.3 million, or ~~$2.40~~$3.61 on a diluted earnings per share basis, for the ~~six~~nine months ended ~~June~~September 30, 2021, ~~representing~~or an increase of ~~44.9%~~56.6% and ~~1.7%~~10.8%, respectively. ~~First half~~The nine months ended September 30, 2022 results reflect ~~merger-related~~merger and acquisition-related costs of ~~$7.1~~$7.1 million, pre-tax, associated with the Meridian acquisition, as compared to ~~$1.7~~$3.7 million of merger-related costs during the same prior year period. Excluding these merger and acquisition costs, operating net income was ~~$120.0~~$191.9 million, or ~~$2.55~~$4.11 on a diluted per share basis, for the ~~six~~nine months ended ~~June~~September 30, 2022,, as compared to ~~$80.5~~$121.9 million, or ~~$2.44~~$3.69 on a diluted per share basis for the ~~six~~nine months ended ~~June~~September 30, ~~2021~~. 2021. See "Non-GAAP Measures" below for a reconciliation of non-GAAP measures.

~~Second~~Third quarter 2022 results reflected the following key drivers:

•~~4.9%~~Improved net interest margin for the quarter;

•1.3% annualized net loan growth, ~~when~~ excluding ~~PPP runoff, driven primarily by strong consumer loan activity;~~Paycheck Protection Program ("PPP") runoff;

•~~Modest~~Continued modest cash deployment into the securities ~~portfolio, which resulted in enhanced profitability;~~

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

•Strong core deposit account openings ~~with an overall reduction in deposit balances driven primarily by lower time deposit balances;~~

•~~Zero provision for credit losses, driven primarily by continued strong asset quality metrics;~~

•~~Solid fee income results;~~and low cost of deposits;

•Modest ~~increase in operating expenses~~provision for the quarter, when excluding $7.1 million of merger and acquisition expenses incurred during the prior quarter, driven primarily by increased incentive compensation, salaries and benefits and consulting costs;credit loss; nonperforming assets remained flat;

•~~1.3 million~~Strong fee income;

•49% efficiency ratio for the quarter;

•443,000 shares ~~were~~ repurchased, ~~under~~completing the Company's share repurchase ~~program.~~program announced in January 2022.

5352

Table of Contents

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~~quarters, inclusive of ~~interest earning assets has experienced volatility over the last five quarters due to the unique operating environment, as well as~~ the Company's acquisition of Meridian during the fourth quarter of 2021. Changes over the five quarter period reflect measured deployment of excess cash balances into the securities portfolio, combined with a longer term overall strategy that typically emphasizes loan growth commensurate with overall economic growth. The following table summarizes the Company's interest-earning assets as of the periods ~~indicated.~~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 credit losses.

5453

Table of Contents

Funding and Net Interest Margin

The Company's overall sources of funding reflect strong business and retail deposit growth with a management ~~emphasis on~~strategy of relying upon core deposit growth to fund loans. The following chart shows ~~the~~ sources of funding and ~~the~~ percentage of core deposits to total deposits for the trailing five quarters:

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

5554

Table of Contents

Noninterest Income

Noninterest income is primarily comprised of deposit account fees, interchange and ATM fees, investment management fees and mortgage banking income. The following chart shows trends in the components of noninterest income over the past five quarters:

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.

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:

5655

Table of Contents

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

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.~~basis, which has been offset in the last two quarters by share repurchases and other comprehensive losses. 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):~~quarters:

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

The Company declared a quarterly cash dividend of $0.51 per share for each of the first ~~two~~three quarters of 2022, representing an increase of 6.3% from the 2021 quarterly dividend rate of $0.48 per share. ~~Additionally,~~During the third quarter of 2022, the Company repurchased ~~1.3 million~~approximately 443,000 shares ~~during the six months ended June 30, 2022~~of common stock under the Company's ~~previously~~stock repurchase program announced ~~buyback~~in January 2022. In total, the Company repurchased 1.8 million shares of its common stock during the nine months ended September 30, 2022 at an average price of $78.32 under the January 2022 program which ~~totaled $105.3 million.~~

ended in the third quarter. In consideration of the Company's strong current capital position, on October 20, 2022 the Company announced a new stock repurchase plan, which authorizes repurchases by the Company of up to $120 million in common stock. The new plan will be in effect through October 19, 2023.

5756

Table of Contents

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 table that follows.~~items. 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, such as one-time adjustments as a result of changes in laws and regulations. Management ~~therefore,~~ excludes items management considers to be noncore when computing the Company’s non-GAAP operating earnings and operating EPS, noninterest income on an operating basis and efficiency ratio on an operating 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.~~trends.

Management also supplements its evaluation of financial performance with an analysis of tangible book value per share (which is computed by dividing stockholders' equity less goodwill and identifiable intangible assets, orwhich is referred to as tangible common equity, by common shares outstanding) and ~~with the Company's~~ tangible common equity ratio (which is computed by dividing tangible common equity by tangible assets), both of which are non-GAAP measures. The Company ~~has included information on~~reports these ~~tangible~~ ratios because management believes that investors may find it useful to have access to the same analytical tools used by management to assess performance and identify trends. The Company has recognized goodwill and other intangible assets in conjunction with merger and acquisition activities. ~~Excluding~~Management believes providing information 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,~~ 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 financial results 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 period. The Company’s non-GAAP performance measures are not necessarily comparable to similarly named non-GAAP performance measures which may be presented by other companies.

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

Table of Contents


		Three Months Ended June 30									Three Months Ended September 30
		Net Income				Diluted Earnings Per Share					Net Income				Diluted Earnings Per Share
		2022		2021		2022		2021			2022		2021		2022		2021
		(Dollars in thousands, except per share data)									(Dollars in thousands, except per share data)
Net income available to common shareholders (GAAP)	Net income available to common shareholders (GAAP)	$	61,776	$	37,572	$	1.32	$	1.14	Net income available to common shareholders (GAAP)	$	71,897	$	40,007	$	1.57	$	1.21
Non-GAAP adjustments	Non-GAAP adjustments									Non-GAAP adjustments

Noninterest expense components	Noninterest expense components									Noninterest expense components

Add: merger and acquisition expenses	Add: merger and acquisition expenses	—		1,731		—		0.05		Add: merger and acquisition expenses	—		1,943		—		0.06

Noncore increases to income before taxes	Noncore increases to income before taxes	—		1,731		—		0.05		Noncore increases to income before taxes	—		1,943		—		0.06
Net tax benefit associated with noncore items (1)	Net tax benefit associated with noncore items (1)	—		(487)		—		(0.02)		Net tax benefit associated with noncore items (1)	—		(546)		—		(0.02)

Total tax impact		—		(487)		—		(0.02)

Noncore increases to net income	Noncore increases to net income	—		1,244		—		0.03		Noncore increases to net income	—		1,397		—		0.04
Operating net income (Non-GAAP)	Operating net income (Non-GAAP)	$	61,776	$	38,816	$	1.32	$	1.17	Operating net income (Non-GAAP)	$	71,897	$	41,404	$	1.57	$	1.25

		Six Months Ended June 30									Nine Months Ended September 30
		Net Income				Diluted Earnings Per Share					Net Income				Diluted Earnings Per Share
		2022		2021		2022		2021			2022		2021		2022		2021
		(Dollars in thousands, except per share data)									(Dollars in thousands, except per share data)
Net income available to common shareholders (GAAP)	Net income available to common shareholders (GAAP)	$	114,873	$	79,283	$	2.44	$	2.40	Net income available to common shareholders (GAAP)	$	186,770	$	119,290	$	4.00	$	3.61
Non-GAAP adjustments	Non-GAAP adjustments									Non-GAAP adjustments

Noninterest expense components	Noninterest expense components									Noninterest expense components

Add: merger and acquisition expenses	Add: merger and acquisition expenses	7,100		1,731		0.15		0.05		Add: merger and acquisition expenses	7,100		3,674		0.15		0.11
Noncore increases to income before taxes	Noncore increases to income before taxes	7,100		1,731		0.15		0.05		Noncore increases to income before taxes	7,100		3,674		0.15		0.11
Net tax benefit associated with noncore items (1)	Net tax benefit associated with noncore items (1)	(1,995)		(487)		(0.04)		(0.02)		Net tax benefit associated with noncore items (1)	(1,995)		(1,033)		(0.04)		(0.03)

Noncore increases to net income	Noncore increases to net income	5,105		1,244		0.11		0.03		Noncore increases to net income	5,105		2,641		0.11		0.08
Operating net income (Non-GAAP)	Operating net income (Non-GAAP)	$	119,978	$	80,527	$	2.55	$	2.44	Operating net income (Non-GAAP)	$	191,875	$	121,931	$	4.11	$	3.69

(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.

5958

Table of Contents


		Three Months Ended																	Three Months Ended
		June 30 2022			March 31 2022			December 31 2021			September 30 2021			June 30 2021					September 30 2022			June 30 2022			March 31 2022			December 31 2021			September 30 2021
		(Dollars in thousands)																	(Dollars in thousands)
Net interest income (GAAP)	Net interest income (GAAP)	$	144,861		$	137,432		$	122,530		$	90,091		$	93,354		(a)	Net interest income (GAAP)	$	162,601		$	144,861		$	137,432		$	122,530		$	90,091		(a)

Noninterest income (GAAP)	Noninterest income (GAAP)	$	27,898		$	26,272		$	29,180		$	26,457		$	24,967		(b)	Noninterest income (GAAP)	$	28,195		$	27,898		$	26,272		$	29,180		$	26,457		(b)

Noninterest expense (GAAP)	Noninterest expense (GAAP)	$	90,562		$	95,500		$	117,126		$	72,419		$	73,302		(c)	Noninterest expense (GAAP)	$	92,728		$	90,562		$	95,500		$	117,126		$	72,419		(c)
Less:	Less:																	Less:

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

Noninterest expense on an operating basis (Non-GAAP)	Noninterest expense on an operating basis (Non-GAAP)	$	90,562		$	88,400		$	79,960		$	70,476		$	71,571		(d)	Noninterest expense on an operating basis (Non-GAAP)	$	92,728		$	90,562		$	88,400		$	79,960		$	70,476		(d)

Total revenue (GAAP)	Total revenue (GAAP)	$	172,759		$	163,704		$	151,710		$	116,548		$	118,321		(a+b)	Total revenue (GAAP)	$	190,796		$	172,759		$	163,704		$	151,710		$	116,548		(a+b)

Ratios	Ratios																	Ratios
Noninterest income as a % of revenue (GAAP based)	Noninterest income as a % of revenue (GAAP based)	16.15		%	16.05		%	19.23		%	22.70		%	21.10		%	(b/(a+b))	Noninterest income as a % of revenue (GAAP based)	14.78		%	16.15		%	16.05		%	19.23		%	22.70		%	(b/(a+b))

Efficiency ratio (GAAP based)	Efficiency ratio (GAAP based)	52.42		%	58.34		%	77.20		%	62.14		%	61.95		%	(c/(a+b))	Efficiency ratio (GAAP based)	48.60		%	52.42		%	58.34		%	77.20		%	62.14		%	(c/(a+b))
Efficiency ratio on an operating basis (Non-GAAP)	Efficiency ratio on an operating basis (Non-GAAP)	52.42		%	54.00		%	52.71		%	60.47		%	60.49		%	(d/(a+b))	Efficiency ratio on an operating basis (Non-GAAP)	48.60		%	52.42		%	54.00		%	52.71		%	60.47		%	(d/(a+b))

6059

Table of Contents

The following table summarizes the calculation of ~~the Company's~~ tangible common equity to tangible assets ratio and tangible book value per ~~share:~~share and shows the reconciliation of non-GAAP measures:


		June 30 2022			March 31 2022			December 31 2021			September 30 2021			June 30 2021					September 30 2022			June 30 2022			March 31 2022			December 31 2021			September 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)	$	2,871,185		$	2,965,439		$	3,018,449		$	1,755,954		$	1,741,622		(a)	Stockholders' equity (GAAP)	$	2,817,201		$	2,871,185		$	2,965,439		$	3,018,449		$	1,755,954		(a)
Less: Goodwill and other intangibles	Less: Goodwill and other intangibles	1,013,917			1,015,831			1,017,844			525,261			526,576				Less: Goodwill and other intangibles	1,012,006			1,013,917			1,015,831			1,017,844			525,261
Tangible common equity (Non-GAAP)	Tangible common equity (Non-GAAP)	1,857,268			1,949,608			2,000,605			1,230,693			1,215,046			(b)	Tangible common equity (Non-GAAP)	1,805,195			1,857,268			1,949,608			2,000,605			1,230,693			(b)
Tangible assets	Tangible assets																	Tangible assets
Assets (GAAP)	Assets (GAAP)	19,982,450			20,159,178			20,423,405			14,533,311			14,194,207			(c)	Assets (GAAP)	19,703,269			19,982,450			20,159,178			20,423,405			14,533,311			(c)
Less: Goodwill and other intangibles	Less: Goodwill and other intangibles	1,013,917			1,015,831			1,017,844			525,261			526,576				Less: Goodwill and other intangibles	1,012,006			1,013,917			1,015,831			1,017,844			525,261
Tangible assets (Non-GAAP)	Tangible assets (Non-GAAP)	$	18,968,533		$	19,143,347		$	19,405,561		$	14,008,050		$	13,667,631		(d)	Tangible assets (Non-GAAP)	$	18,691,263		$	18,968,533		$	19,143,347		$	19,405,561		$	14,008,050		(d)
Common shares	Common shares	46,069,761			47,377,125			47,349,778			33,043,812			33,037,859			(e)	Common shares	45,634,626			46,069,761			47,377,125			47,349,778			33,043,812			(e)

Common equity to assets ratio (GAAP)	Common equity to assets ratio (GAAP)	14.37		%	14.71		%	14.78		%	12.08		%	12.27		%	(a/c)	Common equity to assets ratio (GAAP)	14.30		%	14.37		%	14.71		%	14.78		%	12.08		%	(a/c)
Tangible common equity to tangible assets ratio (Non-GAAP)	Tangible common equity to tangible assets ratio (Non-GAAP)	9.79		%	10.18		%	10.31		%	8.79		%	8.89		%	(b/d)	Tangible common equity to tangible assets ratio (Non-GAAP)	9.66		%	9.79		%	10.18		%	10.31		%	8.79		%	(b/d)
Book value per share (GAAP)	Book value per share (GAAP)	$	62.32		$	62.59		$	63.75		$	53.14		$	52.72		(a/e)	Book value per share (GAAP)	$	61.73		$	62.32		$	62.59		$	63.75		$	53.14		(a/e)
Tangible book value per share (Non-GAAP)	Tangible book value per share (Non-GAAP)	$	40.31		$	41.15		$	42.25		$	37.24		$	36.78		(b/e)	Tangible book value per share (Non-GAAP)	$	39.56		$	40.31		$	41.15		$	42.25		$	37.24		(b/e)

Critical Accounting Policies

Critical accounting policies are ~~defined as~~ those that are reflective of significant management 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~~that are both most important to the portrayal of the Company’s financial condition ~~depends upon,~~ and ~~which involve~~results and require management's most difficult, subjective, or complex judgments, often as a result of the ~~most complex or subjective decisions or assessments.~~need to make estimates about the effects of matters that are inherently uncertain.

There have been no material changes in critical accounting policies during the first ~~six~~nine months of 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 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 ~~$270.1~~$482.3 million, or ~~10.1%~~18.1%, at ~~June~~September 30, 2022 as compared to December 31, 2021, primarily reflecting ~~$561.9~~$887.3 million of purchases, ~~which were~~ partially offset by unrealized losses of ~~$112.4~~$167.8 million related to the available for sale portfolio, as well as paydowns, calls, and maturities. The ratio of securities to total assets increased to ~~14.7%~~16.0% at ~~June~~September 30, 2022 compared to 13.0% at December 31, 2021, ~~as management has been effectively deploying~~which reflects the ongoing strategy to deploy excess liquidity ~~with~~into 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.

6160

Table of Contents

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 either 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.~~found to be not accurate in all material respects. The Company incurred no material losses related to residential mortgage repurchases during the three and ~~six~~nine months ended ~~June~~September 30, 2022 and 2021, respectively.

The following table shows the total residential real estate loans ~~that were~~ closed and ~~whether~~ the breakdown of amounts ~~were~~ held in ~~the~~ portfolio or ~~sold/~~sold (or held for ~~sale~~sale) in the secondary market during the periods indicated:

Table 1 - Closed Residential Real Estate Loans


		Three Months Ended June 30				Six Months Ended June 30					Three Months Ended September 30				Nine Months Ended September 30
		2022		2021		2022		2021			2022		2021		2022		2021
		(Dollars in thousands)									(Dollars in thousands)
Held in portfolio	Held in portfolio	$	225,525	$	131,423	$	406,050	$	213,344	Held in portfolio	$	165,065	$	65,832	$	571,115	$	279,176
Sold or held for sale in the secondary market	Sold or held for sale in the secondary market	18,739		158,178		55,984		428,001		Sold or held for sale in the secondary market	21,325		183,794		77,309		611,795
Total closed loans	Total closed loans	$	244,264	$	289,601	$	462,034	$	641,345	Total closed loans	$	186,390	$	249,626	$	648,424	$	890,971

~~As shown in the above table, the~~

The Company experienced a lower volume of residential real estate loans sales for the three and ~~six~~nine months ended ~~June~~September 30, 2022 ~~in comparison~~compared 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~~nine months ended ~~June~~September 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 June 30				Six Months Ended June 30					Three Months Ended September 30				Nine Months Ended September 30
		2022		2021		2022		2021			2022		2021		2022		2021
		(Dollars in thousands)									(Dollars in thousands)
Sold with servicing rights released	Sold with servicing rights released	$	21,936	$	165,775	$	75,800	$	446,914	Sold with servicing rights released	$	18,206	$	171,256	$	94,006	$	618,171
Sold with servicing rights retained (1)	Sold with servicing rights retained (1)	261		6,657		681		8,087		Sold with servicing rights retained (1)	182		3,029		863		11,116
Total loans sold	Total loans sold	$	22,197	$	172,432	$	76,481	$	455,001	Total loans sold	$	18,388	$	174,285	$	94,869	$	629,287

(1)All loans sold with servicing rights retained during the three and ~~six~~nine months ended ~~June~~September 30, 2022 and ~~June 30,~~ 2021, respectively, 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, 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 ~~$348.1~~$336.2 million, $382.6 million and ~~$373.2~~$342.3 million at ~~June~~September 30, 2022, December 31, 2021, and ~~June~~September 30, 2021, respectively.

6261

Table of Contents

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 June 30				Six Months Ended June 30					Three Months Ended September 30				Nine Months Ended September 30
		2022		2021		2022		2021			2022		2021		2022		2021
		(Dollars in thousands)									(Dollars in thousands)
Balance at beginning of period	Balance at beginning of period	$	2,805	$	2,541	$	2,627	$	2,365	Balance at beginning of period	$	2,993	$	2,295	$	2,627	$	2,365
Additions	Additions	2		52		6		65		Additions	2		30		8		95

Amortization	Amortization	(163)		(282)		(357)		(525)		Amortization	(153)		(244)		(510)		(769)
Change in valuation allowance	Change in valuation allowance	349		(16)		717		390		Change in valuation allowance	103		122		820		512
Balance at end of period	Balance at end of period	$	2,993	$	2,295	$	2,993	$	2,295	Balance at end of period	$	2,945	$	2,203	$	2,945	$	2,203

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 ~~June~~September 30, 2022 increased by ~~$88.5~~$113.1 million, or ~~0.65%~~0.8%, when compared to December 31, 2021. Excluding ~~$185.6~~$205.1 million of net paydowns associated with PPP loans during the ~~PPP for the first six~~nine months ofended September 30, 2022, the loan portfolio increased by ~~$274.1~~$318.1 million, or ~~4.1%~~2.4% (3.2% on an annualized ~~basis,~~basis), compared to December 31, 2021. Organic loan growth was driven primarily 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 loans, the commercial portfolio ~~remained relatively flat~~decreased 0.82% at ~~June~~September 30, 2022 in comparison to December 31, 2021, asprimarily driven by continued elevated levels of attrition within the commercial real estate portfolio, which were partially offset by increased line utilization and higher closing volumes inwithin the commercial and industrial ~~and construction categories were countered~~category, which grew by ~~elevated levels of attrition within commercial real estate.~~$190.1 million, or 14.1% (18.9% on an annualized basis), as compared to December 31, 2021.

6362

Table of Contents

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, which have now declined to $30.6 million or 2.0% of the total commercial and industrial category at June 30, 2022, primarily as a result of the ongoing forgiveness process, and are reflected within the various sectors below. During the three and six months ended June 30, 2022, the Company amortized into income $1.8 million and $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 ~~June~~September 30, 2022:


	(Dollars in thousands)
Average loan size (excluding floor plan tranches)	$	~~367~~388
Largest individual commercial and industrial loan outstanding	$	37,650
Commercial and industrial nonperforming loans/commercial and industrial loans	~~0.23~~1.77		%

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 ~~June~~September 30, 2022:

6463

Table of Contents


	(Dollars in thousands)
Average loan size	$	~~1,587~~1,573
Largest individual commercial real estate mortgage outstanding	$	~~64,527~~63,435
Commercial real estate nonperforming loans/commercial real estate loans	~~0.45~~0.18		%
Owner occupied commercial real estate loans/commercial real estate loans	~~11.6~~12.0		%

6564

Table of Contents

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 ~~$2.9~~$3.1 billion at ~~June~~September 30, 2022, as noted below:


	(Dollars in thousands)
Average loan size	$	165
Largest individual consumer loan outstanding	$	5,181
Consumer nonperforming loans/consumer loans	0.41		%

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.

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.

Table of Contents

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

Table 4 - Nonperforming Assets


		June 30 2022			December 31 2021			June 30 2021				September 30 2022			December 31 2021			September 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	$	3,518		$	3,439		$	20,831		Commercial and industrial	$	27,393		$	3,439		$	19,275
Commercial real estate	Commercial real estate	40,074			10,870			9,031			Commercial real estate	15,982			10,870			11,788
Small business	Small business	31			44			558			Small business	50			44			46
Residential real estate	Residential real estate	8,563			9,182			12,786			Residential real estate	8,891			9,182			10,872
Home equity	Home equity	3,514			3,781			4,517			Home equity	3,485			3,781			3,746
Other consumer	Other consumer	215			504			95			Other consumer	216			504			83

Total nonperforming assets (1)	Total nonperforming assets (1)	$	55,915		$	27,820		$	47,818		Total nonperforming assets (1)	$	56,017		$	27,820		$	45,810
Nonperforming loans as a percent of gross loans	Nonperforming loans as a percent of gross loans	0.41		%	0.20		%	0.53		%	Nonperforming loans as a percent of gross loans	0.41		%	0.20		%	0.52		%
Nonperforming assets as a percent of total assets	Nonperforming assets as a percent of total assets	0.28		%	0.14		%	0.34		%	Nonperforming assets as a percent of total assets	0.28		%	0.14		%	0.32		%

(1)Inclusive of TDRs on nonaccrual status of ~~$1.7~~$1.5 million at ~~June~~September 30, 2022, $2.0 million at December 31, 2021, and ~~$20.2~~$21.1 million at ~~June~~September 30, 2021.

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

Table 5 - Activity in Nonperforming Assets


		2022				2021					2022				2021
		Three Months Ended				Six Months Ended					Three Months Ended				Nine Months Ended
		June 30 2022		June 30 2021		June 30 2022		June 30 2021			September 30 2022		September 30 2021		September 30 2022		September 30 2021
		(Dollars in thousands)									(Dollars in thousands)
Nonperforming assets beginning balance	Nonperforming assets beginning balance	$	56,618	$	59,201	$	27,820	$	66,861	Nonperforming assets beginning balance	$	55,915	$	47,818	$	27,820	$	66,861
New to nonperforming	New to nonperforming	2,822		2,233		36,576		4,592		New to nonperforming	30,650		4,613		67,226		9,205

Loans charged-off	Loans charged-off	(545)		(481)		(1,251)		(4,167)		Loans charged-off	(741)		(332)		(1,992)		(4,499)
Loans paid-off	Loans paid-off	(2,239)		(10,364)		(3,724)		(14,389)		Loans paid-off	(29,450)		(3,488)		(33,174)		(17,877)

Loans restored to performing status	Loans restored to performing status	(738)		(2,771)		(3,440)		(5,330)		Loans restored to performing status	(366)		(2,813)		(3,806)		(8,143)

Other	Other	(3)		—		(66)		251		Other	9		12		(57)		263
Nonperforming assets ending balance	Nonperforming assets ending balance	$	55,915	$	47,818	$	55,915	$	47,818	Nonperforming assets ending balance	$	56,017	$	45,810	$	56,017	$	45,810

6867

Table of Contents

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

Table 6 - Troubled Debt Restructurings


		June 30 2022			December 31 2021			June 30 2021				September 30 2022			December 31 2021			September 30 2021
		(Dollars in thousands)										(Dollars in thousands)
Performing troubled debt restructurings	Performing troubled debt restructurings	$	11,734		$	14,635		$	19,495		Performing troubled debt restructurings	$	11,549		$	14,635		$	15,950
Nonaccrual troubled debt restructurings	Nonaccrual troubled debt restructurings	1,677			1,993			20,212			Nonaccrual troubled debt restructurings	1,538			1,993			21,104
Total	Total	$	13,411		$	16,628		$	39,707		Total	$	13,087		$	16,628		$	37,054
Performing troubled debt restructurings as a % of total loans	Performing troubled debt restructurings as a % of total loans	0.09		%	0.11		%	0.21		%	Performing troubled debt restructurings as a % of total loans	0.09		%	0.11		%	0.18		%
Nonaccrual troubled debt restructurings as a % of total loans	Nonaccrual troubled debt restructurings as a % of total loans	0.01		%	0.01		%	0.23		%	Nonaccrual troubled debt restructurings as a % of total loans	0.01		%	0.01		%	0.24		%
Total troubled debt restructurings as a % of total loans	Total troubled debt restructurings as a % of total loans	0.10		%	0.12		%	0.44		%	Total troubled debt restructurings as a % of total loans	0.10		%	0.12		%	0.42		%

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

Table 7 - Activity in Troubled Debt Restructurings


		Three Months Ended				Six Months Ended					Three Months Ended				Nine Months Ended
		June 30 2022		June 30 2021		June 30 2022		June 30 2021			September 30 2022		September 30 2021		September 30 2022		September 30 2021
		(Dollars in thousands)									(Dollars in thousands)
TDRs beginning balance	TDRs beginning balance	$	15,260	$	41,429	$	16,628	$	39,192	TDRs beginning balance	$	13,411	$	39,707	$	16,628	$	39,192
New to TDR status	New to TDR status	—		82		—		3,918		New to TDR status	62		—		62		3,918

Paydowns	Paydowns	(1,849)		(1,804)		(3,217)		(3,403)		Paydowns	(386)		(2,637)		(3,603)		(6,040)

Charge-offs										Charge-offs	—		(16)		—		(16)
TDRs ending balance	TDRs ending balance	$	13,411	$	39,707	$	13,411	$	39,707	TDRs ending balance	$	13,087	$	37,054	$	13,087	$	37,054

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				Six Months Ended					Three Months Ended				Nine Months Ended
		June 30 2022		June 30 2021		June 30 2022		June 30 2021			September 30 2022		September 30 2021		September 30 2022		September 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	$	1,601	$	693	$	2,864	$	1,610	The amount of incremental gross interest income that would have been recorded if nonaccrual loans had been current in accordance with their original terms	$	1,802	$	678	$	4,666	$	2,289
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	$	168	$	263	$	315	$	494	The amount of interest income on nonaccrual loans and performing TDRs that was included in net income	$	1,817	$	257	$	2,443	$	673

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 ~~June~~September 30, 2022, there were 4751 relationships, with an aggregate balance of ~~$162.9~~$173.5 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.~~

6968

Table of 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~~Company held $193.3 million of loans with active deferrals ~~by modification type as of June 30, 2022:~~

~~Table 9 - Deferrals Maturity Schedule~~

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)All active deferrals as of June~~at September 30, 2022, ~~were comprised~~ of ~~deferrals~~which $137.7 million is scheduled to mature during the fourth quarter of ~~principal only.~~2022.

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 six 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 balance of allowance for credit losses of ~~$144.3~~$147.3 million at ~~June~~September 30, 2022 ~~represents a decrease~~remained relatively flat compared to $146.9 million at December 31, 2021. The net change in the Company's allowance for credit losses for the nine months ended September 30, 2022 primarily reflects elevated balances of ~~$2.6 million, or 1.8%~~nonperforming loans at September 30, 2022 compared to December 31, ~~2021.~~ ~~The decrease in the allowance was primarily driven~~2021, offset by ~~a stabilized credit quality environment, continued strong asset quality metrics and overall consistent loan balances.~~

~~The aforementioned stabilization~~attrition of ~~credit quality~~existing loans and continued strong asset quality ~~metrics experienced by~~metrics. Despite the ~~Company resulted~~increase in ~~a lower~~nonperforming loans, net charge-offs recorded for the three and nine months ended September 30, 2022 were minimal.

The aforementioned increase in nonperforming loans contributed to an overall higher quantitative allowance ~~for credit loss reserve~~ at ~~June~~September 30, 2022 as compared to December 31, 2021. ~~Partially offsetting this decline was the impact of increased economic uncertainty over the reasonable and supportable forecast modeled in the allowance for credit losses.~~ Management's forecast anticipates that the federal funds rates will rise in the near term, that supply chain issues will persist, inflation ~~remains~~will remain elevated, and the military conflict between Russia and Ukraine will persist ~~longer than originally anticipated~~ for the foreseeable future, potentially impacting global oil supplies and the supply chain more ~~generally and general economic conditions, as well as concerns regarding rising COVID-19 cases and the possibility of resurgences.~~generally. The forecast used by management also anticipates that the U.S. economy will fall into a ~~mild~~ recession during the ~~third~~fourth quarter of 2022 and that the recession will persist for the short term. Additionally, the allowance for credit losses ~~continues to be~~is qualitatively adjusted on a quarterly basis in order to ensure coverage for relationships that are deemed to be more at risk within certain industries, specific collateral types, or other specific characteristics that may be highly impacted by the current economic environment.

7069

Table of Contents

The following table summarizes the ratio of net charge-offs to average loans outstanding within each major loan category for the periods presented:

Table 109 - Summary Net Charge-Offs to Average Loans Outstanding


		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			Net Charge-Offs (Recoveries)		Average Loans Outstanding		Ratio of Annualized Net Charge-Offs/(Recoveries) to Average Loans		Net Charge-Offs (Recoveries)		Average Loans Outstanding		Ratio of Annualized Net Charge-Offs/(Recoveries) to Average Loans
		(Dollars in thousands)													(Dollars in thousands)
		Three Months Ended June 30, 2022						Six Months Ended June 30, 2022							Three Months Ended September 30, 2022						Nine Months Ended September 30, 2022
Commercial and industrial	Commercial and industrial	$	(29)	$	1,537,883	(0.01)	%	$	(42)	$	1,536,757	(0.01)	%	Commercial and industrial	$	(2)	$	1,520,924	—	%	$	(44)	$	1,531,421	—	%
Commercial real estate	Commercial real estate	—		7,827,442		—	%	(3)		7,869,164		—	%	Commercial real estate	(268)		7,760,470		(0.01)	%	(271)		7,832,534		—	%
Commercial construction	Commercial construction	—		1,193,353		—	%	—		1,192,013		—	%	Commercial construction	—		1,157,876		—	%	—		1,180,509		—	%
Small business	Small business	(22)		203,947		(0.04)	%	—		199,408		—	%	Small business	(88)		207,546		(0.17)	%	(88)		202,151		(0.06)	%
Residential real estate	Residential real estate	—		1,761,986		—	%	—		1,705,883		—	%	Residential real estate	—		1,909,066		—	%	—		1,774,355		—	%
Home equity	Home equity	84		1,046,933		0.03	%	82		1,039,661		0.02	%	Home equity	(65)		1,076,040		(0.02)	%	17		1,051,921		—	%
Other consumer	Other consumer	166		31,554		2.11	%	566		30,690		3.72	%	Other consumer	429		31,883		5.34	%	995		31,092		4.28	%
Total	Total	$	199	$	13,603,098	0.01	%	$	603	$	13,573,576	0.01	%	Total	$	6	$	13,663,805	—	%	$	609	$	13,603,983	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			Net Charge-Offs (Recoveries)		Average Loans Outstanding		Ratio of Annualized Net Charge-Offs/(Recoveries) to Average Loans		Net Charge-Offs (Recoveries)		Average Loans Outstanding		Ratio of Annualized Net Charge-Offs/(Recoveries) to Average Loans
		(Dollars in thousands)													(Dollars in thousands)
		Three Months Ended June 30, 2021						Six Months Ended June 30, 2021							Three Months Ended September 30, 2021						Nine Months Ended September 30, 2021
Commercial and industrial	Commercial and industrial	$	107	$	1,944,026	0.02	%	$	3,374	$	2,029,075	0.34	%	Commercial and industrial	$	—	$	1,640,422	—	%	$	3,374	$	1,898,100	0.24	%
Commercial real estate	Commercial real estate	—		4,196,171		—	%	(57)		4,176,202		—	%	Commercial real estate	—		4,232,575		—	%	(57)		4,195,200		—	%
Commercial construction	Commercial construction	—		514,935		—	%	—		534,933		—	%	Commercial construction	—		507,393		—	%	—		525,652		—	%
Small business	Small business	31		178,525		0.07	%	86		176,434		0.10	%	Small business	33		181,953		0.07	%	119		178,294		0.09	%
Residential real estate	Residential real estate	—		1,226,520		—	%	(1)		1,248,778		—	%	Residential real estate	—		1,231,606		—	%	(1)		1,242,991		—	%
Home equity	Home equity	24		1,024,798		0.01	%	11		1,037,446		—	%	Home equity	(49)		1,007,371		(0.02)	%	(38)		1,027,311		—	%
Other consumer	Other consumer	30		22,471		0.54	%	122		22,087		1.11	%	Other consumer	127		25,929		1.94	%	249		23,382		1.42	%
Total	Total	$	192	$	9,107,446	0.01	%	$	3,535	$	9,224,955	0.08	%	Total	$	111	$	8,827,249	—	%	$	3,646	$	9,090,930	0.05	%

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.

7170

Table of Contents

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 1110 - Summary of Allocation of Allowance for Credit Losses


		June 30 2022				December 31 2021					September 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)	$	14,107	11.3	%	$	14,402	11.5	%	Commercial and industrial (1)	$	20,169	11.3	%	$	14,402	11.5	%
Commercial real estate	Commercial real estate	83,456		57.0	%	83,486		58.8	%	Commercial real estate	80,036		56.1	%	83,486		58.8	%
Commercial construction	Commercial construction	11,710		8.7	%	12,316		8.6	%	Commercial construction	11,419		8.7	%	12,316		8.6	%
Small business	Small business	2,784		1.5	%	3,508		1.4	%	Small business	2,624		1.5	%	3,508		1.4	%
Residential real estate	Residential real estate	19,750		13.5	%	14,484		11.8	%	Residential real estate	20,602		14.3	%	14,484		11.8	%
Home equity	Home equity	11,740		7.8	%	17,986		7.7	%	Home equity	11,651		7.9	%	17,986		7.7	%
Other consumer	Other consumer	772		0.2	%	740		0.2	%	Other consumer	812		0.2	%	740		0.2	%
Total allowance for credit losses	Total allowance for credit losses	$	144,319	100.0	%	$	146,922	100.0	%	Total allowance for credit losses	$	147,313	100.0	%	$	146,922	100.0	%

(1)Total loans in this category are inclusive of ~~$30.6~~$11.1 million and $216.2 million in loans at ~~June~~September 30, 2022 and December 31, 2021, respectively, which were originated as part of the PPP established by the CARES Act. These loans have been excluded from the credit loss calculations 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 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~~$5.2 million and $11.4 million at ~~June~~September 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 $1.0 billion at both ~~June~~September 30, 2022 and December 31, 2021.

7271

Table of 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 impairment testing during the third quarter of ~~2021~~2022 and determined that the Company's goodwill was not impaired as of September 30, ~~2021.~~2022. 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 ~~second~~third quarter of 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 ~~$292.8~~$293.1 million at ~~June~~September 30, 2022 compared to $289.3 million at December 31, 2021, representing an increase of ~~$3.5~~$3.8 million, or ~~1.2%~~1.3%, primarily due to income earned on the policies.

The Company recorded tax exempt income from life insurance policies of $1.9 million and $1.6 million for the three months ended ~~June~~September 30, 2022 and 2021, respectively, and ~~$3.7~~$5.5 million and ~~$2.9~~$4.5 million for the ~~six~~nine months ended ~~June~~September 30, 2022 and 2021, respectively. The Company recorded gains on life insurance benefits of ~~$123,000~~$477,000 for three months ended September 30, 2022 and no such gains for the three ~~and six~~ months ended ~~June~~September 30, ~~2022,~~2021, respectively, and $600,000 and $258,000 for the ~~six~~nine months ended ~~June~~September 30, ~~2022. No gains were recognized during the three months ended June~~2022 and September 30, ~~2021.~~2021, respectively.

Deposits As of ~~June~~September 30, 2022, total deposits were ~~$16.6~~$16.3 billion, representing a ~~$277.5~~$578.1 million, or ~~1.6%~~3.4%, decrease from December 31, 2021, primarily attributable to continued runoff in ~~higher cost~~higher-cost time deposits and certain rate sensitive deposits. The total cost of deposits was ~~0.05%~~0.15% and ~~0.07%~~0.05% for the three months ended ~~June~~September 30, 2022 and 2021, respectively, and ~~0.05%~~0.08% and ~~0.08%~~0.07% for the ~~six~~nine months ended ~~June~~September 30, 2022 and 2021, respectively. Core deposits increased to ~~86.8%~~87.8% of total deposits as of ~~June~~September 30, 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 ~~$819.7~~$751.1 million and $998.1 million at ~~June~~September 30, 2022 and December 31, 2021, respectively. In addition, the Company may occasionally raise funds through the use of brokered deposits outside of the IntraFi Network, which amounted to ~~$113.8~~$102.6 million and $141.6 million at ~~June~~September 30, 2022 and December 31, 2021, respectively.

Borrowings The 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. Borrowings were ~~$138.3~~$113.4 million at ~~June~~September 30, 2022, a decrease of ~~$14.0~~$39.0 million, or ~~9.2%~~25.6%, as compared to December 31, ~~2022,~~2021, due primarily to the re-payment of a revolving loan credit facility during the first quarter of 2022 and the maturity of a short term Federal Home Loan Bank borrowing during the third quarter of 2022.

Additionally, the Bank had ~~$4.4~~$4.3 billion and $4.2 billion of assets pledged as collateral against borrowings at ~~June~~September 30, 2022 and December 31, 2021, respectively. These assets are primarily pledged to the FHLB of Boston and the Federal Reserve Bank of Boston.

7372

Table of Contents

Capital Resources On ~~June 16,~~September 15, 2022 the Company’s Board of Directors declared a cash dividend of $0.51 per share to shareholders of record as of the close of business on ~~June 27,~~September 26, 2022. This dividend was paid on ~~July 8,~~October 7, 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 ~~June~~September 30, 2022 and December 31, 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 1211 - 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
		June 30, 2022															September 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)	$	2,230,736	15.62	%	$	1,142,190	≥	8.0	%	N/A			N/A		Total capital (to risk weighted assets)	$	2,250,741	15.71	%	$	1,146,074	≥	8.0	%	N/A			N/A
Common equity tier 1 capital (to risk weighted assets)	Common equity tier 1 capital (to risk weighted assets)	1,984,977		13.90	%	642,482		≥	4.5	%	N/A			N/A		Common equity tier 1 capital (to risk weighted assets)	2,002,105		13.98	%	644,666		≥	4.5	%	N/A			N/A
Tier 1 capital (to risk weighted assets)	Tier 1 capital (to risk weighted assets)	1,984,977		13.90	%	856,643		≥	6.0	%	N/A			N/A		Tier 1 capital (to risk weighted assets)	2,002,105		13.98	%	859,555		≥	6.0	%	N/A			N/A
Tier 1 capital (to average assets)	Tier 1 capital (to average assets)	1,984,977		10.42	%	762,182		≥	4.0	%	N/A			N/A		Tier 1 capital (to average assets)	2,002,105		10.51	%	761,820		≥	4.0	%	N/A			N/A
Bank	Bank															Bank
Total capital (to risk weighted assets)	Total capital (to risk weighted assets)	$	2,128,013	14.91	%	$	1,142,018	≥	8.0	%	$	1,427,523	≥	10.0	%	Total capital (to risk weighted assets)	$	2,142,284	14.95	%	$	1,146,046	≥	8.0	%	$	1,432,558	≥	10.0	%
Common equity tier 1 capital (to risk weighted assets)	Common equity tier 1 capital (to risk weighted assets)	1,993,092		13.96	%	642,385		≥	4.5	%	927,890		≥	6.5	%	Common equity tier 1 capital (to risk weighted assets)	2,004,510		13.99	%	644,651		≥	4.5	%	931,163		≥	6.5	%
Tier 1 capital (to risk weighted assets)	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 risk weighted assets)	2,004,510		13.99	%	859,535		≥	6.0	%	1,146,046		≥	8.0	%
Tier 1 capital (to average assets)	Tier 1 capital (to average assets)	1,993,092		10.46	%	762,170		≥	4.0	%	952,712		≥	5.0	%	Tier 1 capital (to average assets)	2,004,510		10.52	%	801,528		≥	4.0	%	1,001,911		≥	5.0	%
		December 31, 2021															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)	$	2,262,740	16.04	%	$	1,128,900	≥	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)	2,017,497		14.30	%	635,006		≥	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)	2,017,497		14.30	%	846,675		≥	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)	2,017,497		12.03	%	670,659		≥	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)	$	2,083,689	14.77	%	$	1,128,536	≥	8.0	%	$	1,410,670	≥	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)	1,949,237		13.82	%	634,801		≥	4.5	%	916,935		≥	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)	1,949,237		13.82	%	846,402		≥	6.0	%	1,128,536		≥	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)	1,949,237		11.62	%	670,827		≥	4.0	%	838,534		≥	5.0	%	Tier 1 capital (to average assets)	1,949,237		11.62	%	670,827		≥	4.0	%	838,534		≥	5.0	%

7473

Table of Contents

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 ~~June~~September 30, 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 paid by the Bank to the Company totaled ~~$53.2~~$64.5 million and ~~$5.0~~$33.9 million for the three months ended ~~June~~September 30, 2022 and 2021, respectively and totaled ~~$78.2~~$142.7 million and ~~$5.0~~$38.9 million for the ~~six~~nine months ended ~~June~~September 30, 2022 and 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 ~~June~~September 30, 2022 and December 31, 2021 there were $61.0 million in trust preferred securities included in the Tier 2 capital of the Company for regulatory reporting purposes pursuant to the Federal Reserve's capital adequacy guidelines.

Investment Management The following table presents total assets under administration and number of accounts held by the Rockland Trust Investment Management Group at the following dates:

Table 1312 - Assets Under Administration


		June 30 2022		December 31 2021		June 30 2021			September 30 2022		December 31 2021		September 30 2021
		(Dollars in thousands)							(Dollars in thousands)
Assets under administration	Assets under administration	$	5,156,575	$	5,726,368	$	5,407,211	Assets under administration	$	5,091,592	$	5,726,368	$	5,434,971
Number of trust, fiduciary and agency accounts	Number of trust, fiduciary and agency accounts	6,721		6,379		6,283		Number of trust, fiduciary and agency accounts	6,487		6,379		6,368

~~The decrease in~~Despite strong new asset inflows, assets under administration at ~~June~~September 30, 2022 ~~was~~decreased compared to December 31, 2021, driven primarily by depressed market valuations experienced during the first ~~half~~nine months of 2022. Included in these amounts as of ~~June~~September 30, 2022 and December 31, 2021 are assets under administration of ~~$376.3~~$361.0 million and $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 $7.8 million and ~~$8.0~~$8.1 million for the three months ended ~~June~~September 30, 2022 and 2021, respectively, and ~~$15.7 million and $15.4~~$23.6 million for the ~~six~~nine months ended ~~June~~September 30, 2022 and ~~2021, respectively.~~2021.

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 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") and its affiliates and their insurance subsidiary, LPL Insurance Associates, Inc., 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 for the purposes of processing insurance solutions for clients. Retail investments and insurance revenue was ~~$1.5~~$601,000 and $1.0 million ~~and $845,000~~ for the three months ended ~~June~~September 30, 2022 and 2021, respectively, and ~~$2.3~~$2.9 million and ~~$1.7~~$2.8 million for the ~~six~~nine months ended ~~June~~September 30, 2022 and 2021, respectively.

7574

Table of Contents

RESULTS OF OPERATIONS

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

Table 1413 - Summary of Results of Operations


		Three Months Ended June 30						Six Months Ended June 30							Three Months Ended September 30						Nine Months Ended September 30
		2022			2021			2022			2021				2022			2021			2022			2021
		(Dollars in thousands, except per share data)													(Dollars in thousands, except per share data)
Net income	Net income	$	61,776		$	37,572		$	114,873		$	79,283		Net income	$	71,897		$	40,007		$	186,770		$	119,290
Diluted earnings per share	Diluted earnings per share	$	1.32		$	1.14		$	2.44		$	2.40		Diluted earnings per share	$	1.57		$	1.21		$	4.00		$	3.61
Return on average assets	Return on average assets	1.24		%	1.08		%	1.15		%	1.17		%	Return on average assets	1.43		%	1.11		%	1.25		%	1.15		%
Return on average equity	Return on average equity	8.49		%	8.70		%	7.82		%	9.28		%	Return on average equity	9.90		%	9.04		%	8.51		%	9.20		%
Net interest margin	Net interest margin	3.27		%	2.99		%	3.18		%	3.12		%	Net interest margin	3.64		%	2.78		%	3.33		%	3.00		%

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 ~~second~~third quarter of 2022 was ~~$145.8~~$163.6 million, representing an increase of ~~$52.3~~$73.3 million, or ~~55.9%~~81.2%, when compared to the ~~second~~third quarter of 2021. For the ~~six~~nine months ended ~~June~~September 30, 2022, the net interest income on a FTE basis was ~~$284.2~~$447.9 million, representing an increase of ~~$94.8~~$168.2 million, or ~~50.1%~~60.1%, 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.~~through September 30, 2022, partially offset by reduced PPP fee income.

7675

Table of Contents

The following tables present the Company’s average balances, net interest income, interest rate spread, and net interest margin for the three and ~~six~~nine months ended ~~June~~September 30, 2022 and 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 1514 - Average Balance, Interest Earned/Paid & Average Yields Quarter-to-Date


		Three Months Ended June 30													Three Months Ended September 30
		2022						2021							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	$	1,377,286	$	2,817	0.82	%	$	1,882,285	$	513	0.11	%	Interest-earning deposits with banks, federal funds sold, and short term investments	$	1,156,143	$	6,519	2.24	%	$	2,135,031	$	815	0.15	%
Securities	Securities													Securities
Securities - trading	Securities - trading	3,863		—		—	%	3,359		—		—	%	Securities - trading	3,730		—		—	%	3,498		—		—	%
Securities - taxable investments	Securities - taxable investments	2,889,245		11,281		1.57	%	1,514,336		7,184		1.90	%	Securities - taxable investments	3,024,802		13,243		1.74	%	1,880,863		7,792		1.64	%
Securities - nontaxable investments (1)	Securities - nontaxable investments (1)	197		3		6.11	%	555		6		4.34	%	Securities - nontaxable investments (1)	196		1		2.02	%	468		5		4.24	%
Total securities	Total securities	$	2,893,305	$	11,284	1.56	%	$	1,518,250	$	7,190	1.90	%	Total securities	$	3,028,728	$	13,244	1.73	%	$	1,884,829	$	7,797	1.64	%
Loans held for sale	Loans held for sale	3,842		35		3.65	%	28,279		186		2.64	%	Loans held for sale	4,263		51		4.75	%	30,143		193		2.54	%
Loans (2)	Loans (2)													Loans (2)
Commercial and industrial (1)	Commercial and industrial (1)	1,537,883		17,496		4.56	%	1,944,026		20,351		4.20	%	Commercial and industrial (1)	1,520,924		19,289		5.03	%	1,640,422		15,309		3.70	%
Commercial real estate (1)	Commercial real estate (1)	7,827,442		76,771		3.93	%	4,196,171		41,532		3.97	%	Commercial real estate (1)	7,760,470		85,284		4.36	%	4,232,575		41,469		3.89	%
Commercial construction	Commercial construction	1,193,353		13,456		4.52	%	514,935		4,777		3.72	%	Commercial construction	1,157,876		14,875		5.10	%	507,393		4,916		3.84	%
Small business	Small business	203,947		2,656		5.22	%	178,525		2,302		5.17	%	Small business	207,546		2,819		5.39	%	181,953		2,341		5.10	%
Total commercial	Total commercial	10,762,625		110,379		4.11	%	6,833,657		68,962		4.05	%	Total commercial	10,646,816		122,267		4.56	%	6,562,343		64,035		3.87	%
Residential real estate	Residential real estate	1,761,986		14,879		3.39	%	1,226,520		11,058		3.62	%	Residential real estate	1,909,066		16,533		3.44	%	1,231,606		10,955		3.53	%
Home equity	Home equity	1,046,933		9,178		3.52	%	1,024,798		8,591		3.36	%	Home equity	1,076,040		11,869		4.38	%	1,007,371		9,043		3.56	%
Total consumer real estate	Total consumer real estate	2,808,919		24,057		3.44	%	2,251,318		19,649		3.50	%	Total consumer real estate	2,985,106		28,402		3.77	%	2,238,977		19,998		3.54	%
Other consumer	Other consumer	31,554		507		6.44	%	22,471		411		7.34	%	Other consumer	31,883		523		6.51	%	25,929		398		6.09	%
Total loans	Total loans	$	13,603,098	$	134,943	3.98	%	$	9,107,446	$	89,022	3.92	%	Total loans	$	13,663,805	$	151,192	4.39	%	$	8,827,249	$	84,431	3.79	%
Total interest-earning assets	Total interest-earning assets	$	17,877,531	$	149,079	3.34	%	$	12,536,260	$	96,911	3.10	%	Total interest-earning assets	$	17,852,939	$	171,006	3.80	%	$	12,877,252	$	93,236	2.87	%
Cash and due from banks	Cash and due from banks	190,501						142,198						Cash and due from banks	192,003						144,556
Federal Home Loan Bank stock	Federal Home Loan Bank stock	6,249						9,410						Federal Home Loan Bank stock	5,745						8,904
Other assets	Other assets	1,855,351						1,258,056						Other assets	1,854,870						1,268,199
Total assets	Total assets	$	19,929,632					$	13,945,924					Total assets	$	19,905,557					$	14,298,911
Interest-bearing liabilities	Interest-bearing liabilities													Interest-bearing liabilities
Deposits	Deposits													Deposits
Savings and interest checking accounts	Savings and interest checking accounts	$	6,192,761	$	710	0.05	%	$	4,339,645	$	384	0.04	%	Savings and interest checking accounts	$	6,224,690	$	2,110	0.13	%	$	4,426,106	$	338	0.03	%
Money market	Money market	3,486,017		607		0.07	%	2,347,852		429		0.07	%	Money market	3,459,212		3,025		0.35	%	2,375,492		443		0.07	%
Time deposits	Time deposits	1,356,507		794		0.23	%	843,090		1,204		0.57	%	Time deposits	1,246,841		974		0.31	%	795,943		852		0.42	%
Total interest-bearing deposits	Total interest-bearing deposits	$	11,035,285	$	2,111	0.08	%	$	7,530,587	$	2,017	0.11	%	Total interest-bearing deposits	$	10,930,743	$	6,109	0.22	%	$	7,597,541	$	1,633	0.09	%
Borrowings	Borrowings													Borrowings
Federal Home Loan Bank borrowings	Federal Home Loan Bank borrowings	$	25,654	$	123	1.92	%	$	35,704	$	191	2.15	%	Federal Home Loan Bank borrowings	$	12,876	$	55	1.69	%	$	31,118	$	165	2.10	%

Long-term borrowings	Long-term borrowings	—		—		—	%	23,417		94		1.61	%	Long-term borrowings	—		—		—	%	18,742		77		1.63	%
Junior subordinated debentures	Junior subordinated debentures	62,854		410		2.62	%	62,852		429		2.74	%	Junior subordinated debentures	62,854		589		3.72	%	62,852		432		2.73	%
Subordinated debentures	Subordinated debentures	49,825		618		4.97	%	49,730		618		4.98	%	Subordinated debentures	49,847		617		4.91	%	49,753		617		4.92	%

7776

Table of Contents


Total borrowings	Total borrowings	$	138,333	$	1,151	3.34	%	$	171,703	$	1,332	3.11	%	Total borrowings	$	125,577	$	1,261	3.98	%	$	162,465	$	1,291	3.15	%
Total interest-bearing liabilities	Total interest-bearing liabilities	$	11,173,618	$	3,262	0.12	%	$	7,702,290	$	3,349	0.17	%	Total interest-bearing liabilities	$	11,056,320	$	7,370	0.26	%	$	7,760,006	$	2,924	0.15	%
Noninterest bearing demand deposits	Noninterest bearing demand deposits	5,546,041						4,237,135						Noninterest bearing demand deposits	5,641,742						4,502,045
Other liabilities	Other liabilities	290,467						273,449						Other liabilities	325,507						280,754
Total liabilities	Total liabilities	$	17,010,126					$	12,212,874					Total liabilities	$	17,023,569					$	12,542,805
Stockholders' equity	Stockholders' equity	2,919,506						1,733,050						Stockholders' equity	2,881,988						1,756,106
Total liabilities and stockholders' equity	Total liabilities and stockholders' equity	$	19,929,632					$	13,945,924					Total liabilities and stockholders' equity	$	19,905,557					$	14,298,911
Net interest income (1)	Net interest income (1)			$	145,817					$	93,562			Net interest income (1)			$	163,636					$	90,312
Interest rate spread (3)	Interest rate spread (3)					3.22	%					2.93	%	Interest rate spread (3)					3.54	%					2.72	%
Net interest margin (4)	Net interest margin (4)					3.27	%					2.99	%	Net interest margin (4)					3.64	%					2.78	%
Supplemental information	Supplemental information													Supplemental information
Total deposits, including demand deposits	Total deposits, including demand deposits	$	16,581,326	$	2,111			$	11,767,722	$	2,017			Total deposits, including demand deposits	$	16,572,485	$	6,109			$	12,099,586	$	1,633
Cost of total deposits	Cost of total deposits					0.05	%					0.07	%	Cost of total deposits					0.15	%					0.05	%
Total funding liabilities, including demand deposits	Total funding liabilities, including demand deposits	$	16,719,659	$	3,262			$	11,939,425	$	3,349			Total funding liabilities, including demand deposits	$	16,698,062	$	7,370			$	12,262,051	$	2,924
Cost of total funding liabilities	Cost of total funding liabilities					0.08	%					0.11	%	Cost of total funding liabilities					0.18	%					0.09	%

(1)The total amount of adjustment to interest income and yield on a FTE basis was ~~$956,000~~$1.0 million and ~~$209,000~~$220,000 for the three months ended ~~June~~September 30, 2022 and 2021, respectively. The FTE adjustment relates to tax exempt income relating to securities with average balances of ~~$197,000~~$196,000 and ~~$555,000~~$468,000 and tax exempt income relating to loans with average balances of ~~$402.7~~$414.4 million and ~~$60.4~~$61.2 million, for the three months ended ~~June~~September 30, 2022 and 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.

7877

Table of Contents

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


		Six Months Ended June 30													Nine Months Ended September 30
		2022						2021							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	$	1,640,264	$	3,703	0.46	%	$	1,603,407	$	839	0.11	%	Interest-earning deposits with banks, federal funds sold, and short-term investments	$	1,477,117	$	10,222	0.93	%	$	1,782,463	$	1,654	0.12	%
Securities	Securities													Securities
Securities - trading	Securities - trading	3,798		—		—	%	3,150		—		—	%	Securities - trading	3,775		—		—	%	3,267		—		—	%

Securities - taxable investments	Securities - taxable investments	2,808,213		21,324		1.53	%	1,383,122		13,811		2.01	%	Securities - taxable investments	2,881,203		34,567		1.60	%	1,550,859		21,603		1.86	%
Securities - nontaxable investments (1)	Securities - nontaxable investments (1)	199		4		4.05	%	599		12		4.04	%	Securities - nontaxable investments (1)	198		5		3.38	%	555		17		4.10	%
Total securities	Total securities	$	2,812,210	$	21,328	1.53	%	$	1,386,871	$	13,823	2.01	%	Total securities	$	2,885,176	$	34,572	1.60	%	$	1,554,681	$	21,620	1.86	%
Loans held for sale	Loans held for sale	6,643		99		3.01	%	38,907		482		2.50	%	Loans held for sale	5,841		150		3.43	%	35,953		675		2.51	%
Loans (2)	Loans (2)													Loans (2)
Commercial and industrial (1)	Commercial and industrial (1)	1,536,757		34,527		4.53	%	2,029,075		43,397		4.31	%	Commercial and industrial (1)	1,531,421		53,816		4.70	%	1,898,100		58,706		4.14	%
Commercial real estate (1)	Commercial real estate (1)	7,869,164		152,800		3.92	%	4,176,202		81,908		3.96	%	Commercial real estate (1)	7,832,534		238,085		4.06	%	4,195,200		123,377		3.93	%
Commercial construction	Commercial construction	1,192,013		25,724		4.35	%	534,933		10,060		3.79	%	Commercial construction	1,180,509		40,599		4.60	%	525,652		14,976		3.81	%
Small business	Small business	199,408		5,072		5.13	%	176,434		4,583		5.24	%	Small business	202,151		7,891		5.22	%	178,294		6,924		5.19	%
Total commercial	Total commercial	10,797,342		218,123		4.07	%	6,916,644		139,948		4.08	%	Total commercial	10,746,615		340,391		4.23	%	6,797,246		203,983		4.01	%
Residential real estate	Residential real estate	1,705,883		28,576		3.38	%	1,248,778		23,494		3.79	%	Residential real estate	1,774,355		45,109		3.40	%	1,242,991		34,449		3.71	%
Home equity	Home equity	1,039,661		17,840		3.46	%	1,037,446		17,348		3.37	%	Home equity	1,051,921		29,709		3.78	%	1,027,311		26,391		3.43	%
Total consumer real estate	Total consumer real estate	2,745,544		46,416		3.41	%	2,286,224		40,842		3.60	%	Total consumer real estate	2,826,276		74,818		3.54	%	2,270,302		60,840		3.58	%
Other consumer	Other consumer	30,690		996		6.54	%	22,087		843		7.70	%	Other consumer	31,092		1,519		6.53	%	23,382		1,241		7.10	%
Total loans	Total loans	$	13,573,576	$	265,535	3.94	%	$	9,224,955	$	181,633	3.97	%	Total loans	$	13,603,983	$	416,728	4.10	%	$	9,090,930	$	266,064	3.91	%
Total interest-earning assets	Total interest-earning assets	$	18,032,693	$	290,665	3.25	%	$	12,254,140	$	196,777	3.24	%	Total interest-earning assets	$	17,972,117	$	461,672	3.43	%	$	12,464,027	$	290,013	3.11	%
Cash and due from banks	Cash and due from banks	181,069						148,499						Cash and due from banks	184,754						147,269
Federal Home Loan Bank stock	Federal Home Loan Bank stock	8,814						9,828						Federal Home Loan Bank stock	7,780						9,516
Other assets	Other assets	1,853,285						1,249,898						Other assets	1,853,818						1,256,066
Total assets	Total assets	$	20,075,861					$	13,662,365					Total assets	$	20,018,469					$	13,876,878
Interest-bearing liabilities	Interest-bearing liabilities													Interest-bearing liabilities
Deposits	Deposits													Deposits
Savings and interest checking accounts	Savings and interest checking accounts	$	6,224,128	$	1,308	0.04	%	$	4,225,331	$	807	0.04	%	Savings and interest checking accounts	$	6,224,317	$	3,418	0.07	%	$	4,292,992	$	1,145	0.04	%
Money market	Money market	3,547,066		1,166		0.07	%	2,318,106		950		0.08	%	Money market	3,517,459		4,191		0.16	%	2,337,445		1,393		0.08	%
Time deposits	Time deposits	1,411,275		1,744		0.25	%	874,676		2,971		0.68	%	Time deposits	1,355,861		2,718		0.27	%	848,143		3,823		0.60	%
Total interest-bearing deposits	Total interest-bearing deposits	$	11,182,469	$	4,218	0.08	%	$	7,418,113	$	4,728	0.13	%	Total interest-bearing deposits	$	11,097,637	$	10,327	0.12	%	$	7,478,580	$	6,361	0.11	%
Borrowings	Borrowings													Borrowings
Federal Home Loan Bank borrowings	Federal Home Loan Bank borrowings	$	25,675	$	256	2.01	%	$	35,746	$	379	2.14	%	Federal Home Loan Bank borrowings	$	21,361	$	311	1.95	%	$	34,185	$	544	2.13	%

Long-term borrowings	Long-term borrowings	4,506		31		1.39	%	25,818		205		1.60	%	Long-term borrowings	2,988		31		1.39	%	23,434		282		1.61	%
Junior subordinated debentures	Junior subordinated debentures	62,854		709		2.27	%	62,851		855		2.74	%	Junior subordinated debentures	62,854		1,298		2.76	%	62,852		1,287		2.74	%
Subordinated debentures	Subordinated debentures	49,813		1,235		5.00	%	49,717		1,235		5.01	%	Subordinated debentures	49,824		1,852		4.97	%	49,729		1,852		4.98	%
Total borrowings	Total borrowings	$	142,848	$	2,231	3.15	%	$	174,132	$	2,674	3.10	%	Total borrowings	$	137,027	$	3,492	3.41	%	$	170,200	$	3,965	3.11	%
Total interest-bearing liabilities	Total interest-bearing liabilities	$	11,325,317	$	6,449	0.11	%	$	7,592,245	$	7,402	0.20	%	Total interest-bearing liabilities	$	11,234,664	$	13,819	0.16	%	$	7,648,780	$	10,326	0.18	%
Noninterest bearing demand deposits	Noninterest bearing demand deposits	5,495,036						4,067,235						Noninterest bearing demand deposits	5,544,476						4,213,764
Other liabilities	Other liabilities	292,023						279,620						Other liabilities	303,308						280,002

7978

Table of Contents


Total liabilities	Total liabilities	$	17,112,376					$	11,939,100					Total liabilities	$	17,082,448					$	12,142,546
Stockholders' equity	Stockholders' equity	2,963,485						1,723,265						Stockholders' equity	2,936,021						1,734,332
Total liabilities and stockholders' equity	Total liabilities and stockholders' equity	$	20,075,861					$	13,662,365					Total liabilities and stockholders' equity	$	20,018,469					$	13,876,878
Net interest income (1)	Net interest income (1)			$	284,216					$	189,375			Net interest income (1)			$	447,853					$	279,687
Interest rate spread (3)	Interest rate spread (3)					3.14	%					3.04	%	Interest rate spread (3)					3.27	%					2.93	%
Net interest margin (4)	Net interest margin (4)					3.18	%					3.12	%	Net interest margin (4)					3.33	%					3.00	%
Supplemental information	Supplemental information													Supplemental information
Total deposit, including demand deposits	Total deposit, including demand deposits	$	16,677,505	$	4,218			$	11,485,348	$	4,728			Total deposit, including demand deposits	$	16,642,113	$	10,327			$	11,692,344	$	6,361
Cost of total deposits	Cost of total deposits					0.05	%					0.08	%	Cost of total deposits					0.08	%					0.07	%
Total funding liabilities, including demand deposits	Total funding liabilities, including demand deposits	$	16,820,353	$	6,449			$	11,659,480	$	7,402			Total funding liabilities, including demand deposits	$	16,779,140	$	13,819			$	11,862,544	$	10,326
Cost of total funding liabilities	Cost of total funding liabilities					0.08	%					0.13	%	Cost of total funding liabilities					0.11	%					0.12	%

(1)The total amount of adjustment to present interest income and yield on a FTE basis was ~~$1.9~~$3.0 million and ~~$438,000~~$658,000 for the ~~six~~nine months ended ~~June~~September 30, 2022 and 2021, respectively. The FTE adjustment relates to nontaxable investment securities with average balances of ~~$199,000~~$198,000 and ~~$599,000~~$555,000 and tax exempt income relating to loans with average balances of ~~$410.6~~$411.9 million and ~~$65.3~~$63.9 million for the ~~six~~nine months ended ~~June~~September 30, 2022 and 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.

8079

Table of Contents

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 1716 - Volume Rate Analysis


		Three Months Ended June 30						Six Months Ended June 30							Three Months Ended September 30						Nine Months Ended September 30
		2022 Compared To 2021						2022 Compared To 2021							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	$	2,442	$	(138)	$	2,304	$	2,845	$	19	$	2,864	Interest earning deposits, federal funds sold and short term investments	$	6,078	$	(374)	$	5,704	$	8,851	$	(283)	$	8,568
Securities	Securities													Securities

Securities - taxable investments	Securities - taxable investments	(2,426)		6,523		4,097		(6,717)		14,230		7,513		Securities - taxable investments	712		4,739		5,451		(5,567)		18,531		12,964
Securities - nontaxable investments (1)	Securities - nontaxable investments (1)	1		(4)		(3)		—		(8)		(8)		Securities - nontaxable investments (1)	(1)		(3)		(4)		(1)		(11)		(12)
Total securities	Total securities					4,094						7,505		Total securities					5,447						12,952
Loans held for sale	Loans held for sale	10		(161)		(151)		17		(400)		(383)		Loans held for sale	24		(166)		(142)		40		(565)		(525)
Loans	Loans													Loans
Commercial and industrial (1)	Commercial and industrial (1)	1,397		(4,252)		(2,855)		1,659		(10,529)		(8,870)		Commercial and industrial (1)	5,095		(1,115)		3,980		6,451		(11,341)		(4,890)
Commercial real estate (1)	Commercial real estate (1)	(702)		35,941		35,239		(1,538)		72,430		70,892		Commercial real estate (1)	9,250		34,565		43,815		7,737		106,971		114,708
Commercial construction	Commercial construction	2,385		6,294		8,679		3,307		12,357		15,664		Commercial construction	3,657		6,302		9,959		6,966		18,657		25,623
Small business	Small business	26		328		354		(108)		597		489		Small business	149		329		478		41		926		967
Total commercial	Total commercial					41,417						78,175		Total commercial					58,232						136,408
Residential real estate	Residential real estate	(1,007)		4,828		3,821		(3,518)		8,600		5,082		Residential real estate	(448)		6,026		5,578		(4,067)		14,727		10,660
Home equity	Home equity	401		186		587		455		37		492		Home equity	2,210		616		2,826		2,686		632		3,318
Total consumer real estate	Total consumer real estate					4,408						5,574		Total consumer real estate					8,404						13,978
Other consumer	Other consumer	(70)		166		96		(175)		328		153		Other consumer	34		91		125		(131)		409		278
Total loans (1)(2)	Total loans (1)(2)					45,921						83,902		Total loans (1)(2)					66,761						150,664
Total income of interest-earning assets	Total income of interest-earning assets					$	52,168					$	93,888	Total income of interest-earning assets					$	77,770					$	171,659
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	$	162	$	164	$	326	$	119	$	382	$	501	Savings and interest checking accounts	$	1,635	$	137	$	1,772	$	1,758	$	515	$	2,273
Money market	Money market	(30)		208		178		(288)		504		216		Money market	2,380		202		2,582		2,095		703		2,798
Time certificates of deposits	Time certificates of deposits	(1,143)		733		(410)		(3,050)		1,823		(1,227)		Time certificates of deposits	(361)		483		122		(3,394)		2,289		(1,105)
Total interest bearing deposits	Total interest bearing deposits					94						(510)		Total interest bearing deposits					4,476						3,966
Borrowings	Borrowings													Borrowings
Federal Home Loan Bank borrowings	Federal Home Loan Bank borrowings	(14)		(54)		(68)		(16)		(107)		(123)		Federal Home Loan Bank borrowings	(13)		(97)		(110)		(29)		(204)		(233)

Line of Credit	Line of Credit	—		—		—						—		Line of Credit	—		—		—						—
Long-term borrowings	Long-term borrowings	—		(94)		(94)		(5)		(169)		(174)		Long-term borrowings	—		(77)		(77)		(5)		(246)		(251)
Junior subordinated debentures	Junior subordinated debentures	(19)		—		(19)		(146)		—		(146)		Junior subordinated debentures	157		—		157		11		—		11
Subordinated debentures	Subordinated debentures	(1)		1		—		(2)		2		—		Subordinated debentures	(1)		1		—		(4)		4		—
Total borrowings	Total borrowings					(181)						(443)		Total borrowings					(30)						(473)
Total expense of interest-bearing liabilities	Total expense of interest-bearing liabilities					(87)						(953)		Total expense of interest-bearing liabilities					4,446						3,493
Change in net interest income	Change in net interest income					$	52,255					$	94,841	Change in net interest income					$	73,324					$	168,166

(1)Reflects income determined on a FTE basis. See footnote (1) to Table 1514 and 1615 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.

8180

Table of Contents

Provision For Credit Losses The provision for credit losses represents the charge to expense that is required to maintain an appropriate level of allowance for credit losses. The Company recorded noa $3.0 million and a $1.0 million provision for credit losses for the three and nine months ended ~~June~~September 30, 2022, ~~and a release~~respectively, as compared to releases of provision for credit losses of ~~$2.0 million for the six months ended June 30, 2022, as compared to a release of provision for credit losses of $5.0~~$10.0 million and ~~$7.5~~$17.5 million for the three and ~~six~~nine months ended ~~June~~September 30, ~~2021.~~2021, respectively. The Company’s allowance for credit losses, as a percentage of total loans, was ~~1.06%~~1.08% at ~~June~~both September 30, 2022 ~~1.08% at~~and December 31, 2021, and ~~1.15%~~1.05% at ~~June~~September 30, 2021. The Company recorded net charge-offs of ~~$199,000~~$6,000 and ~~$603,000~~$609,000 for the three and ~~six~~nine months ended ~~June~~September 30, 2022, respectively, as compared to net charge-offs of ~~$192,000~~$111,000 and ~~$3.5~~$3.6 million for the three and ~~six~~nine months ended ~~June~~September 30, 2021, respectively. Refer to Note 4 "Loans, Allowance for Credit Losses and Credit Quality" within the 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 1817 - Noninterest Income


		Three Months Ended									Three Months Ended
		June 30				Change					September 30				Change
		2022		2021		Amount		%			2022		2021		Amount		%
		(Dollars in thousands)									(Dollars in thousands)
Deposit account fees	Deposit account fees	$	5,828	$	3,822	$	2,006	52.49	%	Deposit account fees	$	6,261	$	4,298	$	1,963	45.67	%
Interchange and ATM fees	Interchange and ATM fees	4,027		3,068		959		31.26	%	Interchange and ATM fees	4,331		3,441		890		25.86	%
Investment management	Investment management	9,329		8,872		457		5.15	%	Investment management	8,436		9,174		(738)		(8.04)	%
Mortgage banking income	Mortgage banking income	1,042		2,705		(1,663)		(61.48)	%	Mortgage banking income	585		2,825		(2,240)		(79.29)	%
Gain on life insurance benefits	Gain on life insurance benefits	123		—		123		100.00%		Gain on life insurance benefits	477		—		477		100.00%
Increase in cash surrender value of life insurance policies	Increase in cash surrender value of life insurance policies	1,871		1,589		282		17.75	%	Increase in cash surrender value of life insurance policies	1,883		1,596		287		17.98	%

Loan level derivative income	Loan level derivative income	436		116		320		275.86	%	Loan level derivative income	471		586		(115)		(19.62)	%

Other noninterest income	Other noninterest income	5,242		4,795		447		9.32	%	Other noninterest income	5,751		4,537		1,214		26.76	%
Total	Total	$	27,898	$	24,967	$	2,931	11.74	%	Total	$	28,195	$	26,457	$	1,738	6.57	%

		Six Months Ended									Nine Months Ended
		June 30				Change					September 30				Change
		2022		2021		Amount		%			2022		2021		Amount		%
		(Dollars in thousands)									(Dollars in thousands)
Deposit account fees	Deposit account fees	$	11,321	$	7,406	$	3,915	52.86	%	Deposit account fees	$	17,582	$	11,704	$	5,878	50.22	%
Interchange and ATM fees	Interchange and ATM fees	7,636		5,788		1,848		31.93	%	Interchange and ATM fees	11,967		9,229		2,738		29.67	%
Investment management	Investment management	18,002		17,176		826		4.81	%	Investment management	26,438		26,350		88		0.33	%
Mortgage banking income	Mortgage banking income	2,404		8,445		(6,041)		(71.53)	%	Mortgage banking income	2,989		11,270		(8,281)		(73.48)	%
Gain on life insurance benefits	Gain on life insurance benefits	123		258		(135)		(52.33)	%	Gain on life insurance benefits	600		258		342		132.56	%
Increase in cash surrender value of life insurance policies	Increase in cash surrender value of life insurance policies	3,666		2,912		754		25.89	%	Increase in cash surrender value of life insurance policies	5,549		4,508		1,041		23.09	%

Loan level derivative income	Loan level derivative income	1,040		289		751		259.86	%	Loan level derivative income	1,511		875		636		72.69	%

Other noninterest income	Other noninterest income	9,978		7,939		2,039		25.68	%	Other noninterest income	15,729		12,476		3,253		26.07	%
Total	Total	$	54,170	$	50,213	$	3,957	7.88	%	Total	$	82,365	$	76,670	$	5,695	7.43	%

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

•Deposit account fees and interchange and ATM fees increased for the three and ~~six~~nine months ended ~~June~~September 30, 2022 in comparison to the same prior year periods driven primarily by increased transaction volume attributable to the larger customer base as a result of the Meridian acquisition.

8281

Table of Contents

•Investment management income ~~increased~~decreased for the three ~~and six~~ months ended ~~June~~September 30, 2022, driven primarily by ~~fluctuations~~a decline in ~~assets under management~~overall asset valuations and was consistent for the nine months ended September 30, 2022, as ~~well as strong retail and insurance commission income during~~compared to the ~~first half~~prior year period, primarily due to a higher volume of ~~2022.~~new asset inflows, which were offset by depressed market valuations.

•Mortgage banking income decreased for the three and nine months ended September 30, 2022 in comparison to the prior year ~~despite strong origination volumes, as~~periods, due primarily to overall reduced activity resulting from increased interest rates and a greater portion of new originations ~~were~~being retained in the Company's portfolio versus being sold in the secondary market during ~~the first half of~~ 2022.

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

•~~Loan~~The changes in loan level derivative income ~~increased~~ primarily ~~as a result of higher~~reflect customer ~~demand.~~demand during the respective periods.

•Other noninterest income increased for the three and ~~six~~nine months ended ~~June~~September 30, 2022, primarily attributable to increases in rental income from equipment leases, foreign currency exchange fees, credit card fee income, discounted purchases of Massachusetts historical tax credits, ~~credit card fee income~~ and ~~foreign currency exchange fees,~~a gain on the sale of a vacated office space recently acquired during the Meridian acquisition, partially offset by decreases in loan fees and income from ~~other investments and reduced unrealized gains on equity securities.~~like-kind exchanges.

8382

Table of Contents

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

Table 1918 - Noninterest Expense


		Three Months Ended									Three Months Ended
		June 30				Change					September 30				Change
		2022		2021		Amount		%			2022		2021		Amount		%
		(Dollars in thousands)									(Dollars in thousands)
Salaries and employee benefits	Salaries and employee benefits	$	49,538	$	42,635	$	6,903	16.19	%	Salaries and employee benefits	$	52,708	$	42,235	$	10,473	24.80	%
Occupancy and equipment expenses	Occupancy and equipment expenses	11,637		8,706		2,931		33.67	%	Occupancy and equipment expenses	12,316		8,564		3,752		43.81	%
Data processing & facilities management	Data processing & facilities management	2,247		1,686		561		33.27	%	Data processing & facilities management	2,259		1,673		586		35.03	%
Consulting expense	Consulting expense	2,760		1,492		1,268		84.99	%	Consulting expense	2,547		1,560		987		63.27	%
Software maintenance	Software maintenance	2,645		1,915		730		38.12	%	Software maintenance	2,497		2,018		479		23.74	%
Amortization of intangible assets	Amortization of intangible assets	1,902		1,314		588		44.75	%	Amortization of intangible assets	1,898		1,310		588		44.89	%
Debit card expense	Debit card expense	1,861		1,165		696		59.74	%	Debit card expense	1,936		1,347		589		43.73	%
FDIC assessment	FDIC assessment	1,743		775		968		124.90	%	FDIC assessment	1,677		980		697		71.12	%

Merger and acquisition expenses	Merger and acquisition expenses	—		1,731		(1,731)		(100.00)	%	Merger and acquisition expenses	—		1,943		(1,943)		(100.00)	%
Other noninterest expenses	Other noninterest expenses	16,229		11,883		4,346		36.57	%	Other noninterest expenses	14,890		10,789		4,101		38.01	%
Total	Total	$	90,562	$	73,302	$	17,260	23.55	%	Total	$	92,728	$	72,419	$	20,309	28.04	%

		Six Months Ended									Nine Months Ended
		June 30				Change					September 30				Change
		2022		2021		Amount		%			2022		2021		Amount		%
		(Dollars in thousands)									(Dollars in thousands)
Salaries and employee benefits	Salaries and employee benefits	$	98,249	$	82,524	$	15,725	19.06	%	Salaries and employee benefits	$	150,957	$	124,759	$	26,198	21.00	%
Occupancy and equipment expenses	Occupancy and equipment expenses	24,939		17,979		6,960		38.71	%	Occupancy and equipment expenses	37,255		26,543		10,712		40.36	%
Data processing & facilities management	Data processing & facilities management	4,619		3,351		1,268		37.84	%	Data processing & facilities management	6,878		5,024		1,854		36.90	%
Merger and acquisition expenses	Merger and acquisition expenses	7,100		1,731		5,369		310.17	%	Merger and acquisition expenses	7,100		3,674		3,426		93.25	%
Software maintenance	Software maintenance	5,209		3,885		1,324		34.08	%	Software maintenance	7,706		5,903		1,803		30.54	%

Consulting expense	Consulting expense	4,510		3,883		627		16.15	%	Consulting expense	7,057		5,443		1,614		29.65	%
Amortization of intangible assets	Amortization of intangible assets	3,903		2,727		1,176		43.12	%	Amortization of intangible assets	5,801		4,037		1,764		43.70	%
Debit card expense	Debit card expense	3,626		2,346		1,280		54.56	%	Debit card expense	5,562		3,693		1,869		50.61	%

FDIC assessment	FDIC assessment	3,548		1,825		1,723		94.41	%	FDIC assessment	5,225		2,805		2,420		86.27	%
Other noninterest expenses	Other noninterest expenses	30,359		22,733		7,626		33.55	%	Other noninterest expenses	45,249		33,522		11,727		34.98	%
Total	Total	$	186,062	$	142,984	$	43,078	30.13	%	Total	$	278,790	$	215,403	$	63,387	29.43	%

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

•The increase in salaries and employee benefits was primarily attributable to the Company's increased workforce base following the Meridian acquisition.

•Occupancy and equipment expenses increased year-over-year, primarily driven by costs associated with the Company's expanded branch network, real estate and other fixed assets resulting from the Meridian acquisition, as well as increased ~~snow removal costs incurred during the first half of 2022.~~depreciation expense on leased equipment.

•Data processing and facilities management expenses increased primarily due to the timing of certain initiatives and general increases associated with higher transaction volumes.

•The Company incurred merger and acquisition costs related to the Meridian acquisition of $7.1 million ~~for the six months ended June 30, 2022, all of which were incurred~~ during the first quarter of 2022, ~~and~~ primarily related to lease terminations associated with exited branch locations, along with

8483

Table of Contents

~~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 ~~six~~nine months ended ~~June~~September 30, 2021, leading up to deal close during the fourth quarter of 2021.

•Software maintenance increased 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~~nine months ended ~~June~~September 30, 2022, primarily due to ~~timing~~rollout of strategic ~~initiatives.~~initiatives during such periods.

•Other noninterest expense increased for the three and ~~six~~nine months ended ~~June~~September 30, 2022, primarily due to ~~two~~three full quarters of general increases associated with the Meridian acquisition, elevated unrealized losses on equity securities, and increased marketing and 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 2019 - Tax Provision and Applicable Tax Rates


		Three Months Ended						Six Months Ended							Three Months Ended						Nine Months Ended
		June 30						June 30							September 30						September 30
		2022			2021			2022			2021				2022			2021			2022			2021
		(Dollars in thousands)													(Dollars in thousands)
Combined federal and state income tax provision	Combined federal and state income tax provision	$	20,421		$	12,447		$	37,528		$	24,384		Combined federal and state income tax provision	$	23,171		$	14,122		$	60,699		$	38,506
Effective income tax rate	Effective income tax rate	24.84		%	24.88		%	24.62		%	23.52		%	Effective income tax rate	24.37		%	26.09		%	24.53		%	24.40		%
Blended statutory tax rate	Blended statutory tax rate	27.11		%	27.92		%	27.11		%	27.92		%	Blended statutory tax rate	27.11		%	27.92		%	27.11		%	27.92		%

The Company’s effective tax rate in 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 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 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 these partnerships is ~~$184.0~~$183.9 million, of which ~~$119.7~~$120.9 million had been funded as of ~~June~~September 30, 2022. It is expected that the limited partnership investments will generate a net tax benefit of approximately ~~$3.5~~$3.3 million for the fiscal year 2022 and a total of ~~$23.3~~$23.7 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

8584

Table of Contents

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 defined the acceptable residual risk tolerances for the Company and the 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, nonachievement of strategic objectives, diminished customer experience, and/or cultural erosion. The eight major risk types identified by the Company and addressed in the Risk Appetite Statement are strategic risk, culture risk, credit risk, liquidity risk, 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.

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 ~~June~~September 30, 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. 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.

8685

Table of Contents

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 2120 - Liquidity Sources


		June 30, 2022				December 31, 2021					September 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)	$	25,652	$	1,821,345	$	25,667	$	1,622,494	Federal Home Loan Bank of Boston (1)	$	643	$	1,739,262	$	25,667	$	1,622,494
Federal Reserve Bank of Boston (2)	Federal Reserve Bank of Boston (2)	—		1,282,323		—		1,176,486		Federal Reserve Bank of Boston (2)	—		1,206,651		—		1,176,486
Unpledged Securities	Unpledged Securities	—		2,033,494		—		1,897,148		Unpledged Securities	—		2,159,018		—		1,897,148
Line of Credit	Line of Credit	—		85,000		—		85,000		Line of Credit	—		85,000		—		85,000
Long-term borrowing (3)	Long-term borrowing (3)	—		—		14,063		—		Long-term borrowing (3)	—		—		14,063		—

Junior subordinated debentures (3)	Junior subordinated debentures (3)	62,854		—		62,853		—		Junior subordinated debentures (3)	62,855		—		62,853		—
Subordinated debt (3)	Subordinated debt (3)	49,838		—		49,791		—		Subordinated debt (3)	49,862		—		49,791		—
Reciprocal deposits (3)	Reciprocal deposits (3)	819,685		—		998,121		—		Reciprocal deposits (3)	751,133		—		998,121		—
Brokered deposits (3)	Brokered deposits (3)	113,757		—		141,572		—		Brokered deposits (3)	102,610		—		141,572		—
		$	1,071,786	$	5,222,162	$	1,292,067	$	4,781,128		$	967,103	$	5,189,931	$	1,292,067	$	4,781,128

(1)Loans with a carrying value of $2.6 billion and $2.3 billion at ~~June~~September 30, 2022 and December 31, 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 $1.7 billion and $1.8 billion at ~~both June~~September 30, 2022 and December 31, 2021, respectively, 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 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.

Interest Rate Risk 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

8786

Table of Contents

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.

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 2221 - Interest Rate Sensitivity


		June 30									September 30
		2022				2021					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)
-300										-300	(15.2)	%	(21.8)	%	n/a		n/a
-200	-200	(13.4)	%	(18.0)	%	n/a		n/a		-200	(9.8)	%	(11.3)	%	n/a		n/a
-100	-100	(7.2)	%	(6.7)	%	(3.3)	%	(9.7)	%	-100	(3.4)	%	0.5	%	(3.4)	%	(9.8)	%
+100	+100	4.1	%	13.7	%	9.3	%	10.4	%	+100	2.4	%	14.0	%	8.4	%	9.6	%
+200	+200	7.5	%	20.1	%	19.6	%	24.4	%	+200	4.0	%	18.1	%	18.0	%	22.8	%
+300	+300	11.5	%	28.0	%	30.4	%	38.5	%	+300	6.4	%	24.0	%	27.9	%	36.4	%
+400	+400	15.3	%	35.7	%	40.7	%	52.3	%	+400	8.7	%	29.9	%	37.5	%	49.5	%

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		-200 over 12 months	(3.9)	%	(8.2)	%	n/a		n/a
-100 over 12 months	-100 over 12 months	(3.0)	%	(5.3)	%	(1.5)	%	(8.0)	%	-100 over 12 months	(1.5)	%	1.6	%	(1.4)	%	(8.0)	%
+200 over 12 months	+200 over 12 months	4.0	%	19.2	%	9.7	%	22.1	%	+200 over 12 months	2.3	%	17.5	%	8.6	%	20.3	%
+400 over 24 months	+400 over 24 months	4.0	%	24.4	%	9.7	%	34.2	%	+400 over 24 months	2.3	%	20.8	%	8.6	%	31.6	%

Alternative scenarios	Alternative scenarios									Alternative scenarios

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

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 ~~six~~nine months ended ~~June~~September 30, 2022 were the shape of the U.S. Government securities and interest rate swap yield curve, the U.S. prime interest

Table of Contents

rate, LIBOR rates, the secured overnight financing rates ("SOFR"), and the interest rates being offered on long-term fixed rate loans.

~~Table of Contents~~

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.

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, 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 failures, unlawful tampering, 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 ~~June~~September 30, 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 ~~June~~September 30, 2022.

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.

8988

Table of Contents

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 ~~second~~third quarter of 2022 that have materially affected or are reasonably likely to materially affect the Company’s internal control over financial reporting.

PART II. OTHER INFORMATION

Item 1. Legal Proceedings

Item 1A. Risk Factors

The section titled Risk Factors in Part I, Item 1A of the 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). As of the date of this Report, there have been no material changes with regard to the Risk Factors disclosed in Item 1A of the 2021 Form 10-K which are incorporated herein by reference.

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 ~~June~~September 30, 2022:

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


	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 (2)	Maximum Number of Shares (or Approximate Dollar Value) That May Yet Be Purchased Under the Plan or Program (2)
Period
July 1 to July 31, 2022	177,327	$	79.25	177,327	$	20,648,057
August 1 to August 31, 2022	111,433	$	78.98	111,433	$	11,847,362
September 1 to September 30, 2022	154,212	$	76.48	154,212	$	—
Total	442,972	$	78.22	442,972

(1)Of these shares, ~~145 shares, 82 shares, and 51 shares~~none 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 154,212 shares repurchased under the program in September 2022 represented the balance of the $140 million in shares repurchased, completing the program.

On October 20, 2022, the Company announced the commencement of a new stock repurchase plan which authorizes repurchases by the Company of up to $120 million in common stock. Repurchases under the new plan may be made from time to time on the open market and in privately negotiated transactions, including through the use of trading plans intended to qualify under Rule 10b5-1 under the Exchange Act. The extent to which the Company repurchases shares and the size and timing of these repurchases will depend on a variety of factors, including pricing, market and economic conditions, the Company’s capital position and amount of retained earnings and legal and contractual requirements. The

Table of Contents

repurchase plan is scheduled to expire ~~on January 18,~~ October 19, 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.

~~Table of Contents~~

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.+
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

9190

Table of Contents

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)


~~August 4,~~November 3, 2022						/s/ Christopher Oddleifson
						Christopher Oddleifson President and Chief Executive Officer (Principal Executive Officer)


~~August 4,~~November 3, 2022						/s/ Mark J. Ruggiero
						Mark J. Ruggiero Chief Financial Officer (Principal Financial Officer)

9291



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


	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	%


	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