UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark one)


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

For the quarterly period ended September 30, ~~2022~~2023


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

Commission File Number 001-39610

___________________________

Eastern Bankshares, Inc.

(Exact name of the registrant as specified in its charter)

___________________________


Massachusetts						84-4199750
(State or Other Jurisdiction of Incorporation or Organization)						(I.R.S. Employer Identification Number)

265 Franklin Street, Boston, Massachusetts						02110
(Address of principal executive offices)						(Zip Code)

(800) 327-8376

(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 exchange on which registered
Common Stock	EBC	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 and (2) has been subject to such filing requirements for the past 90 days. ☒ Yes ☐ No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). ☒ Yes ☐ No

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

Large accelerated filer

☒

Accelerated filer

☐

Non-accelerated filer

☐

Smaller reporting company

☐

(Do not check if a 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. ☐ Yes ☐ No

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ☐ Yes ☒ No

~~176,678,504~~176,426,993 shares of the Registrant’s common stock, par value $0.01 per share, were outstanding as of ~~November 2, 2022.~~October 31, 2023.

Table of Contents

Index


		PAGE
PART I.	FINANCIAL INFORMATION

Item 1.	Financial Statements

	Unaudited Consolidated Balance Sheets	4
	Unaudited Consolidated Statements of Income (Loss)	56
	Unaudited Consolidated Statements of Comprehensive (Loss) Income	67
	Unaudited Consolidated Statements of Changes in Shareholders’ Equity	78
	Unaudited Consolidated Statements of Cash Flows	910
	Notes to Unaudited Consolidated Financial Statements	1112

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	6664

Item 3.	Quantitative and Qualitative Disclosures about Market Risk	~~106~~103

Item 4.	Controls and Procedures	~~106~~104

PART II.	OTHER INFORMATION

Item 1.	Legal Proceedings	~~107~~104

Item 1A.	Risk Factors	~~107~~104

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	~~107~~106

Item 3.	Defaults Upon Senior Securities	~~108~~106

Item 4.	Mine Safety Disclosures	~~108~~106

Item 5.	Other Information	~~108~~106

Item 6.	Exhibits	~~109~~107

EXHIBIT INDEX		~~109~~107

SIGNATURES		~~110~~109

Table of Contents

PART I — FINANCIAL INFORMATION

Item 1. Unaudited Consolidated Financial Statements

EASTERN BANKSHARES, INC.

UNAUDITED CONSOLIDATED BALANCE SHEETS

(In thousands, except per share data) September 30, 2022 December 31, 2021
ASSETS
Cash and due from banks $ 102,776 $ 144,634
Short-term investments 55,661 1,087,158
Cash and cash equivalents 158,437 1,231,792
Securities:
Available for sale (amortized cost $8,029,283 and $8,587,179, respectively) 6,844,615 8,511,224
Held to maturity (fair value $431,477 and $0, respectively) 481,963 —
Total securities 7,326,578 8,511,224
Loans held for sale 951 1,206
Loans:
Commercial and industrial 3,023,729 2,960,527
Commercial real estate 4,985,654 4,522,513
Commercial construction 314,193 222,328
Business banking 1,096,436 1,334,694
Residential real estate 2,118,852 1,926,810
Consumer home equity 1,168,476 1,100,153
Other consumer 196,614 214,485
Total loans 12,903,954 12,281,510
Allowance for loan losses (131,663) (97,787)
Unamortized premiums, net of unearned discounts and deferred fees (19,349) (26,442)
Net loans 12,752,942 12,157,281
Federal Home Loan Bank stock, at cost 18,714 10,904
Premises and equipment 63,261 80,984
Bank-owned life insurance 159,838 157,091
Goodwill and other intangibles, net 662,222 649,703
Deferred income taxes, net 342,550 76,535
Prepaid expenses 180,742 179,330
Other assets 376,698 456,078
Total assets $ 22,042,933 $ 23,512,128
LIABILITIES AND EQUITY
Deposits:
Demand $ 6,582,122 $ 7,020,864
Interest checking accounts 5,047,018 4,478,566
Savings accounts 1,990,188 2,077,495
Money market investment 4,757,477 5,525,005
Certificates of deposit 356,576 526,381
Total deposits 18,733,381 19,628,311
Borrowed funds:
Federal Home Loan Bank advances 384,215 14,020
Escrow deposits of borrowers 21,853 20,258
Interest rate swap collateral funds 16,650 —
Total borrowed funds 422,718 34,278
Other liabilities 470,671 443,187
Total liabilities 19,626,770 20,105,776
Commitments and contingencies (see footnote 12)
Shareholders’ equity
Common shares, $0.01 par value, 1,000,000,000 shares authorized, 177,772,553 and 186,305,332 shares issued and outstanding at September 30, 2022 and December 31, 2021, respectively 1,778 1,863
Additional paid in capital 1,676,396 1,835,241
Unallocated common shares held by the Employee Stock Ownership Plan (138,950) (142,709)
Retained earnings 1,855,757 1,768,653
Accumulated other comprehensive income, net of tax (978,818) (56,696)
Total shareholders’ equity 2,416,163 3,406,352
Total liabilities and shareholders’ equity $ 22,042,933 $ 23,512,128

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


(In thousands, except per share data)	September 30, 2023		December 31, 2022
ASSETS
Cash and due from banks	$	72,689	$	106,040
Short-term investments	536,119		63,465
Cash and cash equivalents	608,808		169,505
Securities:
Available for sale (amortized cost $5,257,264 and $7,825,435, respectively)	4,261,518		6,690,778
Held to maturity (fair value $387,654 and $423,226, respectively)	455,900		476,647
Total securities	4,717,418		7,167,425
Loans held for sale
Commercial and industrial loan held for sale	22,213		—
Residential real estate loans held for sale	1,679		4,543
Total loans held for sale	23,892		4,543
Loans:
Commercial and industrial	3,087,509		3,150,946
Commercial real estate	5,396,912		5,155,323
Commercial construction	382,615		336,276
Business banking	1,087,799		1,090,492
Residential real estate	2,550,861		2,460,849
Consumer home equity	1,193,859		1,187,547
Other consumer	219,720		194,098
Total loans	13,919,275		13,575,531
Allowance for loan losses	(155,146)		(142,211)
Unamortized premiums, net of unearned discounts and deferred fees	(19,307)		(13,003)
Net loans	13,744,822		13,420,317
Federal Home Loan Bank stock, at cost	37,125		41,363
Premises and equipment	59,033		62,493
Bank-owned life insurance	163,700		160,790
Goodwill and other intangibles, net	566,709		568,009
Deferred income taxes, net	416,081		331,963
Prepaid expenses	156,113		165,368
Other assets	527,873		426,863
Assets of discontinued operations	124,718		128,219
Total assets	$	21,146,292	$	22,646,858
LIABILITIES AND EQUITY
Deposits:
Demand	$	5,177,015	$	6,240,637
Interest checking accounts	3,671,871		4,568,122
Savings accounts	1,393,545		1,831,123
Money market investment	4,709,149		4,710,095
Certificates of deposit	2,472,589		1,624,382
Total deposits	17,424,169		18,974,359
Borrowed funds:
Short-term Federal Home Loan Bank advances	656,336		691,297
Escrow deposits of borrowers	24,947		22,314
Interest rate swap collateral funds	16,900		14,430
Long-term Federal Home Loan Bank advances	17,189		12,787
Total borrowed funds	715,372		740,828
Other liabilities	525,378		424,951
Liabilities of discontinued operations	34,820		34,930
Total liabilities	18,699,739		20,175,068

Table of Contents

~~EASTERN BANKSHARES, INC.~~

~~UNAUDITED CONSOLIDATED STATEMENTS OF INCOME~~

Three Months Ended September 30, Nine Months Ended September 30,
2022 2021 2022 2021
(In thousands, except per share data)
Interest and dividend income:
Interest and fees on loans $ 124,992 $ 86,735 $ 333,595 $ 266,310
Taxable interest and dividends on securities 29,280 14,314 88,277 36,977
Non-taxable interest and dividends on securities 1,917 1,848 5,585 5,561
Interest on federal funds sold and other short-term investments 1,638 571 2,726 1,434
Total interest and dividend income 157,827 103,468 430,183 310,282
Interest expense:
Interest on deposits 4,781 736 11,164 2,769
Interest on borrowings 867 41 959 123
Total interest expense 5,648 777 12,123 2,892
Net interest income 152,179 102,691 418,060 307,390
Provision for (release of) allowance for loan losses 6,480 (1,488) 7,045 (5,368)
Net interest income after provision for loan losses 145,699 104,179 411,015 312,758
Noninterest income:
Insurance commissions 23,788 21,956 77,183 73,767
Service charges on deposit accounts 6,708 5,935 23,558 17,010
Trust and investment advisory fees 5,832 6,310 17,967 18,047
Debit card processing fees 3,249 3,030 9,417 8,949
Interest rate swap income 1,562 881 6,087 5,122
(Losses) income from investments held in rabbi trusts (2,248) (289) (13,997) 5,773
Gains on sales of mortgage loans held for sale, net 22 717 240 3,044
(Losses) gains on sales of securities available for sale, net (198) 1 (2,474) 1,166
Other 4,638 4,668 13,664 11,276
Total noninterest income 43,353 43,209 131,645 144,154
Noninterest expense:
Salaries and employee benefits 78,060 66,238 220,582 199,554
Office occupancy and equipment 9,703 7,960 31,205 24,271
Data processing 13,294 12,191 42,959 37,892
Professional services 5,826 4,024 14,561 14,611
Marketing expenses 2,219 1,598 6,444 6,786
Loan expenses 1,152 1,586 3,444 5,287
FDIC insurance 1,578 1,056 4,710 2,989
Amortization of intangible assets 1,033 629 2,767 1,786
Other 3,975 3,688 10,173 7,178
Total noninterest expense 116,840 98,970 336,845 300,354
Income before income tax expense 72,212 48,418 205,815 156,558
Income tax expense 17,435 11,312 48,350 36,980
Net income $ 54,777 $ 37,106 $ 157,465 $ 119,578
Basic earnings per share $ 0.33 $ 0.22 $ 0.94 $ 0.69
Diluted earnings per share $ 0.33 $ 0.22 $ 0.94 $ 0.69


Commitments and contingencies (see Note 13)
Shareholders’ equity
Common shares, $0.01 par value, 1,000,000,000 shares authorized, 176,376,675 and 176,172,073 shares issued and outstanding at September 30, 2023 and December 31, 2022, respectively	1,766		1,762
Additional paid in capital	1,661,136		1,649,141
Unallocated common shares held by the Employee Stock Ownership Plan	(133,992)		(137,696)
Retained earnings	1,747,225		1,881,775
Accumulated other comprehensive income, net of tax	(829,582)		(923,192)
Total shareholders’ equity	2,446,553		2,471,790
Total liabilities and shareholders’ equity	$	21,146,292	$	22,646,858

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

Table of Contents

EASTERN BANKSHARES, INC.

UNAUDITED CONSOLIDATED STATEMENTS OF ~~COMPREHENSIVE~~ INCOME (LOSS)

Three Months Ended September 30, Nine Months Ended September 30,
2022 2021 2022 2021
(In thousands)
Net income $ 54,777 $ 37,106 $ 157,465 $ 119,578
Other comprehensive (loss) income, net of tax:
Net change in fair value of securities available for sale (261,469) (21,610) (860,269) (71,086)
Net change in fair value of cash flow hedges (56,062) (5,644) (61,482) (17,501)
Net change in other comprehensive income for defined benefit postretirement plans (124) 426 (371) 1,278
Total other comprehensive (loss) income (317,655) (26,828) (922,122) (87,309)
Total comprehensive (loss) income $ (262,878) $ 10,278 $ (764,657) $ 32,269


	Three Months Ended September 30,				Nine Months Ended September 30,
(In thousands, except per share data)	2023		2022		2023		2022
Interest and dividend income:
Interest and fees on loans	$	169,274	$	124,992	$	483,676	$	333,595
Taxable interest and dividends on securities	24,191		29,280		77,451		88,277
Non-taxable interest and dividends on securities	1,434		1,917		4,302		5,585
Interest on federal funds sold and other short-term investments	7,269		1,638		27,384		2,726
Total interest and dividend income	202,168		157,827		592,813		430,183
Interest expense:
Interest on deposits	59,607		4,781		158,686		11,164
Interest on borrowings	5,356		867		17,025		959
Total interest expense	64,963		5,648		175,711		12,123
Net interest income	137,205		152,179		417,102		418,060
Provision for allowance for loan losses	7,328		6,480		14,854		7,045
Net interest income after provision for allowance for loan losses	129,877		145,699		402,248		411,015
Noninterest income (loss):
Service charges on deposit accounts	7,403		6,708		21,117		23,558
Trust and investment advisory fees	6,235		5,832		18,136		17,967
Debit card processing fees	3,388		3,249		10,071		9,417
Interest rate swap income	1,695		1,562		2,112		6,087
(Losses) income from investments held in rabbi trusts	(1,523)		(2,248)		4,336		(13,997)
Losses on sales of commercial and industrial loans	(2,651)		—		(2,651)		—
(Losses) gains on sales of mortgage loans held for sale, net	(164)		22		(288)		240
Losses on sales of securities available for sale, net	—		(198)		(333,170)		(2,474)
Other	4,774		4,597		15,845		13,527
Total noninterest income (loss)	19,157		19,524		(264,492)		54,325
Noninterest expense:
Salaries and employee benefits	60,898		61,292		185,264		171,525
Office occupancy and equipment	8,641		8,880		26,797		28,804
Data processing	13,443		12,242		38,555		39,711
Professional services	7,125		4,218		13,277		11,510
Marketing expenses	1,765		2,118		4,899		6,262
Loan expenses	1,082		2,211		3,292		5,757
FDIC insurance	2,808		1,578		8,388		4,710
Amortization of intangible assets	504		299		1,299		899
Other	5,482		2,927		15,802		6,888
Total noninterest expense	101,748		95,765		297,573		276,066
Income (loss) from continuing operations before income tax expense (benefit)	47,286		69,458		(159,817)		189,274
Income tax (benefit) expense	(16,178)		16,650		(65,619)		43,681
Net income (loss) from continuing operations	$	63,464	$	52,808	$	(94,198)	$	145,593
Net (loss) income from discontinued operations	(4,351)		1,969		7,872		11,872
Net income (loss)	$	59,113	$	54,777	$	(86,326)	$	157,465
Basic earnings (loss) per share:
Basic earnings (loss) per share from continuing operations	$	0.39	$	0.32	$	(0.58)	$	0.87
Basic (loss) earnings per share from discontinued operations	(0.03)		0.01		0.05		0.07
Basic earnings (loss) per share	$	0.36	$	0.33	$	(0.53)	$	0.94
Diluted earnings (loss) per share:
Diluted earnings (loss) per share from continuing operations	$	0.39	$	0.32	$	(0.58)	$	0.87
Diluted (loss) earnings per share from discontinued operations	(0.03)		0.01		0.05		0.07
Diluted earnings per share	$	0.36	$	0.33	$	(0.53)	$	0.94

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

Table of Contents

EASTERN BANKSHARES, INC.

UNAUDITED CONSOLIDATED STATEMENTS OF ~~CHANGES IN SHAREHOLDERS’ EQUITY~~COMPREHENSIVE (LOSS) INCOME

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

Shares of Common Stock Outstanding Common Stock Additional Paid in Capital Retained
Earnings Accumulated
Other
Comprehensive
Income (Loss) Unallocated Common Stock Held by ESOP Total
(In thousands, except share data)
Balance at June 30, 2021 186,758,154 $ 1,868 $ 1,856,241 $ 1,723,979 $ (6,247) $ (145,219) $ 3,430,622
Dividends to common shareholders — — — (13,785) — — (13,785)
Net income — — — 37,106 — — 37,106
Other comprehensive income, net of tax — — — — (26,828) — (26,828)
ESOP shares committed to be released — — 924 — — 1,253 2,177
Balance at September 30, 2021 186,758,154 $ 1,868 $ 1,857,165 $ 1,747,300 $ (33,075) $ (143,966) $ 3,429,292
Balance at June 30, 2022 179,253,801 $ 1,793 $ 1,700,495 $ 1,817,474 $ (661,163) $ (140,203) $ 2,718,396
Dividends to common shareholders — — — (16,494) — — (16,494)
Repurchased common stock (1,481,248) (15) (28,935) — — — (28,950)
Share-based compensation — — 3,561 — — — 3,561
Net income — — — 54,777 — — 54,777
Other comprehensive income, net of tax — — — — (317,655) — (317,655)
ESOP shares committed to be released — — 1,275 — — 1,253 2,528
Balance at September 30, 2022 177,772,553 $ 1,778 $ 1,676,396 $ 1,855,757 $ (978,818) $ (138,950) $ 2,416,163


	Three Months Ended September 30,				Nine Months Ended September 30,
	2023		2022		2023		2022
	(In thousands)
Net income (loss)	$	59,113	$	54,777	$	(86,326)	$	157,465
Other comprehensive (loss) income, net of tax:
Net change in fair value of securities available for sale	(117,260)		(261,469)		116,285		(860,269)
Net change in fair value of cash flow hedges	(10,980)		(56,062)		(21,573)		(61,482)
Net change in other comprehensive income for defined benefit postretirement plans	(360)		(124)		(1,102)		(371)
Total other comprehensive (loss) income	(128,600)		(317,655)		93,610		(922,122)
Total comprehensive (loss) income	$	(69,487)	$	(262,878)	$	7,284	$	(764,657)

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

Table of Contents

EASTERN BANKSHARES, INC.

UNAUDITED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

Three Months Ended September 30, 2023 and 2022


	Shares of Common Stock Outstanding	Common Stock		Additional Paid in Capital		Retained Earnings		Accumulated Other Comprehensive Loss		Unallocated Common Stock Held by ESOP		Total
	(In thousands, except share data)
Balance at June 30, 2022	179,253,801	$	1,793	$	1,700,495	$	1,817,474	$	(661,163)	$	(140,203)	$	2,718,396
Dividends to common shareholders	—	—		—		(16,494)		—		—		(16,494)
Repurchased common stock	(1,481,248)	(15)		(28,935)		—		—		—		(28,950)
Share-based compensation	—	—		3,561		—		—		—		3,561
Net income	—	—		—		54,777		—		—		54,777
Other comprehensive loss, net of tax	—	—		—		—		(317,655)		—		(317,655)
ESOP shares committed to be released	—	—		1,275		—		—		1,253		2,528
Balance at September 30, 2022	177,772,553	$	1,778	$	1,676,396	$	1,855,757	$	(978,818)	$	(138,950)	$	2,416,163

Balance at June 30, 2023	176,376,675	$	1,766	$	1,656,750	$	1,704,470	$	(700,982)	$	(135,232)	$	2,526,772
Dividends to common shareholders	—	—		—		(16,358)		—		—		(16,358)
Share-based compensation	—	—		3,675		—		—		—		3,675
Net income	—	—		—		59,113		—		—		59,113
Other comprehensive loss, net of tax	—	—		—		—		(128,600)		—		(128,600)
ESOP shares committed to be released	—	—		711		—		—		1,240		1,951
Balance at September 30, 2023	176,376,675	$	1,766	$	1,661,136	$	1,747,225	$	(829,582)	$	(133,992)	$	2,446,553

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

EASTERN BANKSHARES, INC.

UNAUDITED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

Nine Months Ended September 30, ~~2022~~2023 and ~~2021~~2022


		Shares of Common Stock Outstanding	Common Stock		Additional Paid in Capital		Retained Earnings		Accumulated Other Comprehensive Income (Loss)		Unallocated Common Stock Held by ESOP		Total			Shares of Common Stock Outstanding	Common Stock		Additional Paid in Capital		Retained Earnings		Accumulated Other Comprehensive (Loss) Income		Unallocated Common Stock Held by ESOP		Total
		(In thousands, except share data)
Balance at December 31, 2020		186,758,154	$	1,868	$	1,854,068	$	1,665,607	$	54,234	$	(147,725)	$	3,428,052
Dividends to common shareholders		—	—		—		(37,885)		—		—		(37,885)
Net income		—	—		—		119,578		—		—		119,578
Other comprehensive income, net of tax		—	—		—		—		(87,309)		—		(87,309)
ESOP shares committed to be released		—	—		3,097		—		—		3,759		6,856
Balance at September 30, 2021		186,758,154	$	1,868	$	1,857,165	$	1,747,300	$	(33,075)	$	(143,966)	$	3,429,292
																(In thousands, except share data)
Balance at December 31, 2021	Balance at December 31, 2021	186,305,332	$	1,863	$	1,835,241	$	1,768,653	$	(56,696)	$	(142,709)	$	3,406,352	Balance at December 31, 2021	186,305,332	$	1,863	$	1,835,241	$	1,768,653	$	(56,696)	$	(142,709)	$	3,406,352
Cumulative effect of accounting adjustment (1)	Cumulative effect of accounting adjustment (1)	—	—		—		(20,098)		—		—		(20,098)		Cumulative effect of accounting adjustment (1)	—	—		—		(20,098)		—		—		(20,098)
Dividends to common shareholders	Dividends to common shareholders	—	—		—		(50,263)		—		—		(50,263)		Dividends to common shareholders	—	—		—		(50,263)		—		—		(50,263)
Repurchased common stock	Repurchased common stock	(8,564,338)	(86)		(170,685)		—		—		—		(170,771)		Repurchased common stock	(8,564,338)	(86)		(170,685)		—		—		—		(170,771)
Issuance of restricted stock awards	Issuance of restricted stock awards	31,559	1		(1)		—		—		—		—		Issuance of restricted stock awards	31,559	1		(1)		—		—		—		—
Share-based compensation	Share-based compensation	—	—		8,092		—		—		—		8,092		Share-based compensation	—	—		8,092		—		—		—		8,092
Net income	Net income	—	—		—		157,465		—		—		157,465		Net income	—	—		—		157,465		—		—		157,465
Other comprehensive loss, net of tax	Other comprehensive loss, net of tax	—	—		—		—		(922,122)		—		(922,122)		Other comprehensive loss, net of tax	—	—		—		—		(922,122)		—		(922,122)
ESOP shares committed to be released	ESOP shares committed to be released	—	—		3,749		—		—		3,759		7,508		ESOP shares committed to be released	—	—		3,749		—		—		3,759		7,508
Balance at September 30, 2022	Balance at September 30, 2022	177,772,553	$	1,778	$	1,676,396	$	1,855,757	$	(978,818)	$	(138,950)	$	2,416,163	Balance at September 30, 2022	177,772,553	$	1,778	$	1,676,396	$	1,855,757	$	(978,818)	$	(138,950)	$	2,416,163

Balance at December 31, 2022															Balance at December 31, 2022	176,172,073	$	1,762	$	1,649,141	$	1,881,775	$	(923,192)	$	(137,696)	$	2,471,790
Cumulative effect of accounting adjustment (2)															Cumulative effect of accounting adjustment (2)	—	—		—		822		—		—		822
Dividends to common shareholders															Dividends to common shareholders	—	—		—		(49,046)		—		—		(49,046)
Issuance of restricted stock awards															Issuance of restricted stock awards	47,820	1		(1)		—		—		—		—
Issuance of common stock under share-based compensation arrangements (3)															Issuance of common stock under share-based compensation arrangements (3)	156,782	3		(1,167)		—		—		—		(1,164)
Share-based compensation															Share-based compensation	—	—		11,387		—		—		—		11,387
Net loss															Net loss	—	—		—		(86,326)		—		—		(86,326)
Other comprehensive income, net of tax															Other comprehensive income, net of tax	—	—		—		—		93,610		—		93,610
ESOP shares committed to be released															ESOP shares committed to be released	—	—		1,776		—		—		3,704		5,480
Balance at September 30, 2023															Balance at September 30, 2023	176,376,675	$	1,766	$	1,661,136	$	1,747,225	$	(829,582)	$	(133,992)	$	2,446,553

(1)Represents gross transition adjustment amount of $28.0 million, net of taxes of $7.9 million, to reflect the cumulative impact on retained earnings pursuant to the Company’s adoption of Accounting Standards Update 2016-13. Refer to Note 4, “Loans and Allowance for Credit Losses” within the Notes to the Unaudited Consolidated Financial Statements included in Part I, Item 1 in this Quarterly Report on Form 10-Q for additional discussion.

(2)Represents gross transition adjustment amount of $1.1 million, net of taxes of $0.3 million, to reflect the cumulative impact on retained earnings pursuant to the Company’s adoption of Accounting Standards Update 2022-02. Refer to Note 4, “Loans and Allowance for Credit Losses” within the Notes to the Unaudited Consolidated Financial Statements included in Part I, Item 1 in this Quarterly Report on Form 10-Q for additional discussion.

(3)Represents shares issued, net of employee tax withheld, during the nine months ended September 30, 2023 upon the vesting of restricted stock units. Refer to Note 11, “Share-Based Compensation” within the Notes to the Unaudited Consolidated Financial Statements included in Part I, Item 1 in this Quarterly Report on Form 10-Q for additional discussion.

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

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EASTERN BANKSHARES, INC.

UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS


		Nine Months Ended September 30,					Nine Months Ended September 30,
(In thousands)	(In thousands)	2022		2021		(In thousands)	2023		2022

Operating activities	Operating activities					Operating activities
Net income		$	157,465	$	119,578
Net (loss) income from continuing operations						Net (loss) income from continuing operations	$	(94,198)	$	145,593
Net income from discontinued operations						Net income from discontinued operations	7,872		11,872
Net (loss) income						Net (loss) income	(86,326)		157,465
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
Provision for (release of) allowance for loan losses		7,045		(5,368)
Provision for allowance for loan losses						Provision for allowance for loan losses	14,854		7,045
Depreciation and amortization	Depreciation and amortization	11,021		9,932		Depreciation and amortization	9,041		8,923
Accretion of deferred loan fees and premiums, net		(3,499)		(19,126)
Deferred income tax expense		12,929		5,606
Amortization of investment security premiums and discounts		15,251		11,084
Impairment of right-of-use assets						Impairment of right-of-use assets	395		604
Amortization (accretion) of deferred loan fees and premiums, net						Amortization (accretion) of deferred loan fees and premiums, net	4,394		(3,499)
Deferred income tax (benefit) expense						Deferred income tax (benefit) expense	(96,622)		12,096
Amortization of investment security premiums and discounts, net						Amortization of investment security premiums and discounts, net	5,123		15,251
Right-of-use asset amortization	Right-of-use asset amortization	9,822		9,172		Right-of-use asset amortization	8,191		8,634
Share-based compensation	Share-based compensation	8,092		—		Share-based compensation	11,387		8,092
Increase in cash surrender value of bank-owned life insurance	Increase in cash surrender value of bank-owned life insurance	(2,747)		(1,598)		Increase in cash surrender value of bank-owned life insurance	(2,910)		(2,747)
Loss (gain) on sale of securities available for sale, net		2,474		(1,166)
Net (gain) loss on sale of premises and equipment		(1,423)		259
Amortization of gains from terminated interest rate swaps		(9,653)		(24,344)
Loss on sale of securities available for sale, net						Loss on sale of securities available for sale, net	333,170		2,474
Net gain on bank premises and equipment						Net gain on bank premises and equipment	—		(1,423)
Accretion of gains from terminated interest rate swaps						Accretion of gains from terminated interest rate swaps	(46)		(9,653)
Employee Stock Ownership Plan expense	Employee Stock Ownership Plan expense	7,508		6,856		Employee Stock Ownership Plan expense	5,480		7,508
Realized loss on sales of commercial loans (1)						Realized loss on sales of commercial loans (1)	2,505		—
Other	Other	1,266		(1,014)		Other	138		662
Change in:	Change in:					Change in:
Loans held for sale	Loans held for sale	245		(610)		Loans held for sale	2,881		245
Prepaid pension expense	Prepaid pension expense	(8,599)		2,515		Prepaid pension expense	3,607		(8,599)
Other assets	Other assets	70,088		34,227		Other assets	(2,197)		73,400
Other liabilities	Other liabilities	(50,781)		(18,904)		Other liabilities	(8,532)		(60,025)
Net cash provided by operating activities - continuing operations						Net cash provided by operating activities - continuing operations	196,661		204,581
Net cash provided by operating activities - discontinued operations						Net cash provided by operating activities - discontinued operations	12,271		21,923
Net cash provided by operating activities	Net cash provided by operating activities	226,504		127,099		Net cash provided by operating activities	208,932		226,504
Investing activities	Investing activities					Investing activities
Proceeds from sales of securities available for sale	Proceeds from sales of securities available for sale	400,543		23,237		Proceeds from sales of securities available for sale	1,899,724		400,543
Proceeds from maturities and principal paydowns of securities available for sale	Proceeds from maturities and principal paydowns of securities available for sale	880,145		573,135		Proceeds from maturities and principal paydowns of securities available for sale	329,795		880,145
Purchases of securities available for sale	Purchases of securities available for sale	(740,770)		(3,202,995)		Purchases of securities available for sale	—		(740,770)
Proceeds from maturities and principal paydowns of securities held to maturity	Proceeds from maturities and principal paydowns of securities held to maturity	11,968		—		Proceeds from maturities and principal paydowns of securities held to maturity	21,106		11,968
Purchases of securities held to maturity	Purchases of securities held to maturity	(493,678)		—		Purchases of securities held to maturity	—		(493,678)
Proceeds from sale of Federal Home Loan Bank stock	Proceeds from sale of Federal Home Loan Bank stock	16,214		—		Proceeds from sale of Federal Home Loan Bank stock	239,565		16,214
Purchases of Federal Home Loan Bank stock	Purchases of Federal Home Loan Bank stock	(24,024)		(1,796)		Purchases of Federal Home Loan Bank stock	(235,327)		(24,024)
Contributions to low income housing tax credit investments	Contributions to low income housing tax credit investments	(14,967)		(10,168)		Contributions to low income housing tax credit investments	(26,916)		(14,967)
Contributions to other equity investments	Contributions to other equity investments	(450)		(2,294)		Contributions to other equity investments	(720)		(450)
Distributions from other equity investments	Distributions from other equity investments	762		258		Distributions from other equity investments	253		762
Net (increase) decrease in outstanding loans, excluding loan purchases		(546,296)		240,354
Net increase in outstanding loans, excluding loan purchases						Net increase in outstanding loans, excluding loan purchases	(524,790)		(546,296)
Proceeds from sales of commercial loans						Proceeds from sales of commercial loans	189,296		—
Purchases of loans	Purchases of loans	(79,880)		—		Purchases of loans	(31,980)		(79,880)
Proceeds from life insurance policies	Proceeds from life insurance policies	20,446		—		Proceeds from life insurance policies	—		20,446
Acquisitions, net of cash and cash equivalents acquired		(13,400)		(4,354)
Purchased banking premises and equipment, net		(6,381)		(3,791)
Purchased banking premises and equipment						Purchased banking premises and equipment	(4,290)		(6,381)
Proceeds from sale of premises held for sale	Proceeds from sale of premises held for sale	17,313		736		Proceeds from sale of premises held for sale	—		17,313
Proceeds from sale of other real estate owned		—		125
Net cash used in investing activities		(572,455)		(2,387,553)
Net cash provided by (used in) investing activities - continuing operations						Net cash provided by (used in) investing activities - continuing operations	1,855,716		(559,055)
Net cash used in investing activities - discontinued operations						Net cash used in investing activities - discontinued operations	(47)		(13,400)
Net cash provided by (used in) investing activities						Net cash provided by (used in) investing activities	1,855,669		(572,455)
Financing activities	Financing activities					Financing activities
Net (decrease) increase in demand, savings, interest checking, and money market investment deposit accounts		(725,125)		1,527,724
Net decrease in time deposits		(169,805)		(33,544)
Net increase in borrowed funds		388,440		2,023
Contingent consideration paid		(384)		(173)
Net decrease in demand, savings, interest checking, and money market investment deposit accounts						Net decrease in demand, savings, interest checking, and money market investment deposit accounts	(2,398,397)		(725,125)
Net increase (decrease) in time deposits						Net increase (decrease) in time deposits	848,207		(169,805)
Net (decrease) increase in borrowed funds						Net (decrease) increase in borrowed funds	(25,456)		388,440
Payments for repurchases of common stock	Payments for repurchases of common stock	(170,771)		—		Payments for repurchases of common stock	—		(170,771)
Dividends declared and paid to common shareholders	Dividends declared and paid to common shareholders	(49,759)		(37,885)		Dividends declared and paid to common shareholders	(48,691)		(49,759)
Net cash (used in) provided by financing activities		(727,404)		1,458,145
Net decrease in cash, cash equivalents, and restricted cash		(1,073,355)		(802,309)
Cash, cash equivalents, and restricted cash at beginning of period		1,231,792		2,054,070
Cash, cash equivalents, and restricted cash at end of period		$	158,437	$	1,251,761

910

Supplemental disclosure of cash flow information
Cash paid during the period for:
Interest paid $ 12,036 $ 2,943
Income taxes 24,540 42,432
Non-cash activities
Net increase in capital commitments relating to low income housing tax credit projects $ 30,378 $ 28,291
Net decrease in operating lease right-of-use assets and operating lease liabilities relating to lease remeasurements (see footnote 6 in the Notes to the Unaudited Consolidated Financial Statements) 14,082 —


	Nine Months Ended September 30,
Net cash used in financing activities - continuing operations	(1,624,337)		(727,020)
Net cash used in financing activities - discontinued operations	(961)		(384)
Net cash used in financing activities	(1,625,298)		(727,404)
Net increase (decrease) in cash, cash equivalents, and restricted cash	439,303		(1,073,355)
Cash, cash equivalents, and restricted cash at beginning of period	169,505		1,231,792
Cash, cash equivalents, and restricted cash at end of period	$	608,808	$	158,437


Supplemental disclosure of cash flow information
Cash paid during the period for:
Interest paid on deposits and borrowings	$	165,700	$	12,036
Income taxes	23,637		24,540
Non-cash activities
Net increase in capital commitments relating to low income housing tax credit projects	$	102,001	$	30,378
Net decrease in operating lease right-of-use assets and operating lease liabilities relating to lease remeasurements/modifications	4,890		14,082

(1)Excludes the mark-to-market adjustment related to one commercial and industrial loan transferred to held for sale during the nine months ended September 30, 2023 which is included in the change in loans held for sale.

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

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EASTERN BANKSHARES, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

1. Corporate Structure and Nature of Operations; Basis of Presentation

Corporate Structure and Nature of Operations

Eastern Bankshares, Inc., a Massachusetts corporation (the “Company”), is a bank holding company. Through its wholly-owned subsidiaries, Eastern Bank (the “Bank”) and Eastern Insurance Group LLC (“Eastern Insurance Group”), the Company provides a variety of banking services, trust and investment services, and insurance services through its full-service bank branches and insurance offices, located primarily in eastern Massachusetts, southern and coastal New Hampshire and Rhode Island. On September 19, 2023, the Company and the Bank entered into an asset purchase agreement in which Arthur J. Gallagher & Co. (“Gallagher”) agreed to purchase substantially all of Eastern Insurance ~~Group LLC is a wholly-owned subsidiary~~Group’s assets for cash consideration and to assume certain liabilities. On October 31, 2023, the Company completed its sale of its insurance agency business to Gallagher. Refer to Note 19, “Discontinued Operations” and Note 20, “Subsequent Events” for further discussion regarding the sale of the ~~Bank.~~insurance agency business.

The activities of the Company are subject to the regulatory supervision of the Board of Governors of the Federal Reserve System (“Federal Reserve”). The activities of the Bank are subject to the regulatory supervision of the Massachusetts Commissioner of Banks, the Federal Deposit Insurance Corporation (“FDIC”) and the Consumer Financial Protection Bureau. The Company and the activities of the Bank and its subsidiaries are also subject to various Massachusetts, New Hampshire and Rhode Island business and banking regulations and, with regard to Eastern Insurance Group, applicable insurance regulations.

Basis of Presentation

The Company’s ~~consolidated financial statements~~Consolidated Financial Statements have been prepared in conformity with accounting principles generally accepted in the United States (“GAAP”) as set forth by the Financial Accounting Standards Board (“FASB”) and its Accounting Standards Codification (“ASC”) and Accounting Standards Updates (“ASU”) as well as the rules and interpretive releases of the U.S. Securities and Exchange Commission (“SEC”) under the authority of federal securities laws.

The ~~consolidated financial statements~~Consolidated Financial Statements include the accounts of the Company, its wholly-owned subsidiaries and entities in which it holds a controlling financial interest through being the primary beneficiary or through holding a majority of the voting interest. All intercompany accounts and transactions have been eliminated in consolidation.

Certain previously reported amounts have been reclassified to conform to the current period’s ~~presentation.~~presentation which included certain loan servicing-related costs which have been reclassified from professional services to loan expense. In addition, as a result of the decision to sell substantially all of the assets and transfer substantially all of the liabilities of Eastern Insurance Group, the Company reclassified certain amounts previously reported including:

•certain assets and liabilities previously reported in the insurance agency business were reclassified to assets and liabilities of discontinued operations, respectively, on the Consolidated Balance Sheets;

•certain components of noninterest income and noninterest expense previously reported in the insurance agency business were reclassified to net income from discontinued operations on the Consolidated Statements of Income; and

•certain operating, investing, and financing cash flows previously reported on their applicable lines within the Consolidated Statements of Cash Flows were reclassified to cash flows used in/provided by operating activities of, investment activities of and financing activities of discontinued operations, respectively.

The accompanying ~~consolidated balance sheet~~Consolidated Balance Sheet as of September 30, ~~2022,~~2023, the ~~consolidated statements~~Consolidated Statements of ~~income~~Income and ~~comprehensive income~~Comprehensive Income and of ~~changes~~Changes in ~~shareholders’ equity~~Shareholders’ Equity for the three and nine months ended September 30, 2023 and 2022 and ~~2021 and statements~~Statements of ~~cash flows~~Cash Flows for the nine months ended September 30, ~~2022~~2023 and ~~2021~~2022 are unaudited. The ~~consolidated balance sheet~~Consolidated Balance Sheet as of December 31, ~~2021~~2022 was derived from the ~~audited consolidated financial statements~~Audited Consolidated Financial Statements as of that date. The interim ~~consolidated financial statements~~Consolidated Financial Statements and the accompanying notes should be read in conjunction with the annual ~~consolidated financial statements~~Consolidated Financial Statements and the accompanying notes contained within the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, ~~2021~~2022 (“~~2021~~2022 Form 10-K”), as filed with the SEC. In the opinion of management, the Company’s ~~consolidated financial statements~~Consolidated Financial Statements reflect all adjustments, which include only normal recurring adjustments, necessary for a fair statement of the results of operations for the periods presented. The results for the three and nine months ended September 30, ~~2022~~2023 are not necessarily indicative of results to be expected for the year ending December 31, ~~2022,~~2023, any other interim periods, or any future year or period.

2. Summary of Significant Accounting Policies

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The following describes the Company’s use of estimates as well as relevant accounting pronouncements that were recently issued but not yet adopted as of September 30, ~~2022~~2023 and those that were adopted during the nine months ended September 30, ~~2022.~~2023. For a full discussion of significant accounting policies, refer to the Notes to the Consolidated Financial Statements included within the Company’s ~~2021~~2022 Form 10-K.

Use of Estimates

In preparing the Consolidated Financial Statements in conformity with GAAP, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the date of the balance sheets and income and expenses for the periods reported. Actual results could differ from those estimates based on changing conditions, including economic conditions and future events. Material estimates that are particularly susceptible to change relate to the determination of the allowance for credit losses, valuation and fair value measurements, the liabilities for benefit obligations (particularly pensions), the provision for income taxes and impairment of goodwill and other intangibles.

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Recent Accounting Pronouncements

Relevant standards that were recently issued but not yet adopted as of September 30, ~~2022:~~2023:

In March 2023, the FASB issued ASU 2023-02, Investments–Equity Method and Joint Ventures (Topic 323): Accounting for Investments in Tax Credit Structures Using the Proportional Amortization Method (“ASU 2023-02”). This update permits reporting entities to elect to account for their tax equity investments, regardless of the tax credit program from which the income tax credits are received, using the proportional amortization method if the following conditions are met:

1.It is probable that the income tax credits allocable to the tax equity investor will be available.

2.The tax equity investor does not have the ability to exercise significant influence over the operating and financial policies of the underlying project.

3.Substantially all of the projected benefits are from income tax credits and other income tax benefits. Projected benefits include income tax credits, other income tax benefits, and other non-income-tax-related benefits. The projected benefits are determined on a discounted basis, using a discount rate that is consistent with the cash flow assumptions used by the tax equity investor in making its decision to invest in the project.

4.The tax equity investor’s projected yield based solely on the cash flows from the income tax credits and other income tax benefits is positive.

5.The tax equity investor is a limited liability investor in the limited liability entity for both legal and tax purposes, and the tax equity investor’s liability is limited to its capital investment.

Under existing accounting standards, the proportional amortization method is allowable only for equity investments in low-income-housing tax credit structures. Under the proportional amortization method, an entity amortizes the initial cost of the investment in proportion to the income tax credits and other income tax benefits received and recognizes the net amortization and income tax credits and other income tax benefits in the income statement as a component of income tax expense (benefit). Updates made by ASU 2023-02 allow a reporting entity to make an accounting policy election to apply the proportional amortization method on a tax-credit-program-by-tax-credit-program basis. The Company had previously made an accounting policy election to account for its investments in low-income-housing tax credit investments using the proportional amortization method. This election was made upon the Company’s adoption of ASU 2014-01, Investments–Equity Method and Joint Ventures (Topic 323): Accounting for Investments in Qualified Affordable Housing Projects, which introduced the option to apply proportional amortization to low-income-housing tax credit investments. For public business entities, the amendments in ASU 2023-02 are effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. Early adoption is permitted for all entities in an interim period. The Company expects the adoption of this standard will not have a material impact on its Consolidated Financial Statements.

In October 2023, the FASB issued ASU 2023-06, Disclosure Improvements–Codification Amendments in Response to the SEC’s Disclosure Update and Simplification Initiative (“ASU 2023-06”). The amendments in this update modify the disclosure or presentation requirements for a variety of topics in the codification. Certain amendments represent

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clarifications to or technical corrections of the current requirements. The following is a summary of the topics included in the update and which pertain to the Company:

1.Statement of cash flows (Topic 230): Requires an accounting policy disclosure in annual periods of where cash flows associated with derivative instruments and their related gains and loses are presented in the statement of cash flows;

2.Accounting changes and error corrections (Topic 250): Requires that when there has been a change in the reporting entity, the entity disclose any material prior-period adjustment and the effect of the adjustment on retained earnings in interim financial statements;

3.Earnings per share (Topic 260): Requires disclosure of the methods used in the diluted earnings-per-share computation for each dilutive security and clarifies that certain disclosures should be made during interim periods, and amends illustrative guidance to illustrate disclosure of the methods used in the diluted earnings per share computation;

4.Commitments (Topic 440): Requires disclosure of assets mortgaged, pledged, or otherwise subject to lien and the obligations collateralized; and

5.Debt (Topic 470): Requires disclosure of amounts and terms of unused lines of credit and unfunded commitments and the weighted-average interest rate on outstanding short-term borrowings.

For public business entities, the amendments in ASU 2023-06 are effective on the date which the SEC’s removal of that related disclosure from Regulation S-X or Regulation S-K becomes effective. If by June 30, 2027, the SEC has not removed the applicable requirement from Regulation and S-X or Regulation S-K, the pending content of the related amendment will be removed from the codification and will not become effective for any entity. Early adoption is not permitted and the amendments are required to be applied on a prospective basis. The Company expects the adoption of this standard will not have a material impact on its Consolidated Financial Statements.

Relevant standards that were adopted during the nine months ended September 30, 2023:

In October 2021, the FASB issued ASU 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers (“ASU 2021-08”). This update modifies how an acquiring entity measures contract assets and contract liabilities of an acquiree in a business combination in accordance with Topic 606. The amendments in this update require the acquiring entity in a business combination to account for revenue contracts as if they had originated the contract and assess how the acquiree accounted for the contract under Topic 606. ASU 2021-08 improves comparability of recognition and measurement of revenue contracts with customers both before and after a business combination. For public business entities, the amendments in this update ~~are~~were effective for fiscal years beginning after December 15, 2022. For all other entities, the amendments are effective for fiscal years beginning after December 15, 2023. The amendments in this update should be applied prospectively to business combinations occurring on or after the effective date of the amendments with early adoption permitted. The ~~Company expects the~~ adoption of this standard ~~will~~on January 1, 2023 did not have a material impact on ~~its consolidated financial statements.~~the Company’s Consolidated Financial Statements.

In March 2022, the FASB issued ASU 2022-02, Financial Instruments–Credit Losses (Topic 326): Troubled Debt Restructurings and Vintage Disclosures (“ASU 2022-02”). The amendments in this update eliminate the accounting guidance on troubled debt restructurings (“TDRs”) for creditors in ASC 310-40 and amends the guidance on vintage disclosures, referenced in ASC 326-20-50, to require disclosure of current-period gross write-offs by year of origination. This update supersedes the existing accounting guidance for TDRs in ASC 310-40 in its entirety and requires entities to evaluate all receivable modifications under existing accounting guidance in ASC 310-20 to determine whether a modification made to a borrower results in a new loan or a continuation of an existing loan. In addition to the elimination of TDR accounting guidance, entities that adopt this update will no longer consider renewals, modifications and extensions that result from reasonably expected TDRs in their calculation of the allowance for credit losses. Further, if an entity employs a discounted cash flow method to calculate the allowance for credit losses, it will be required to use a post-modification-derived effective interest rate as part of its calculation. ~~The~~This update also requires new disclosures for receivables for which there has been a modification in their contractual cash flows resulting from borrowers experiencing financial difficulties. For public business entities, the amendments in this update ~~are~~were effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. Entities may elect to apply the updated guidance on TDR recognition and measurement by using a modified retrospective transition method. The amendments on TDR disclosures and vintage disclosures should be adopted prospectively. ~~The~~On January 1, 2023, the Company ~~expects~~adopted this standard by using the modified retrospective transition method, except with regard to amendments on TDR and vintage disclosures which were adopted prospectively. Accordingly, the Company recorded a cumulative-effect adjustment to retained earnings as of January 1, 2023. The adoption of this standard ~~will~~did not have a material impact on ~~its consolidated financial statements.~~

~~Relevant standards that were adopted during the nine months ended September 30, 2022:~~

~~In June 2016, the FASB issued ASU 2016-13,~~ ~~Financial Instruments–Credit Losses on Financial Instruments and relevant amendments~~ (Topic 326) (“ASU 2016-13”). This update was created to replace the then-current GAAP method of calculating credit losses. Specifically, the standard replaced the previous incurred loss impairment guidance by requiring immediate recognition of expected credit losses. For financial assets carried at amortized cost that are held at the reporting date (including trade and other receivables, loans and commitments, held-to-maturity debt securities and other financial assets), credit losses are measured based on historical experience, current conditions and reasonable supportable forecasts. The standard also amends previous impairment guidance for available for sale securities, in which credit losses are recorded as an allowance versus a write-down of the amortized cost basis of the security. It also allows for a reversal of impairment loss when the credit of the issuer improves. The guidance requires a cumulative effect of the initial application to be recognized in retained earnings at the date of initial application.

~~In November 2018, the FASB issued ASU 2018-19,~~ ~~Codification Improvements to Topic 326, Financial Instruments – Credit Losses~~ (“ASU 2018-19”). The amendments in ASU 2018-19 were intended to clarify that receivables arising from operating leases are not within the scope of Subtopic 326-20. Instead, impairment of receivables arising from operating leases should be accounted for in accordance with Topic 842, ~~Leases. In November 2019, the FASB issued ASU 2019-11,~~ ~~Codification Improvements to Topic 326, Financial Instruments – Credit Losses~~. This update requires entities to include expected recoveries of the amortized cost basis previously written off or expected to be written off in the valuation account for purchased financial assets with credit deterioration. In addition, the amendments in this update clarify and improve various aspects of the guidance for ASU 2016-13.

~~On January 1, 2022, the Company adopted ASUs 2016-13, 2018-19 and 2019-11 (codified in ASC 326,~~ ~~“Financial Instruments-Credit Losses”), which replaced the incurred loss methodology (codified in ASC 450,~~ ~~“Contingencies,”~~ ~~ASC 310,~~ ~~“Receivables”~~ ~~and ASC 320,~~ ~~“Debt Securities”~~) with an expected loss methodology that is referred to as current expected credit losses methodology (“CECL methodology”). The Company adopted ASU 2016-13 using the modified retrospective method for all financial assets measured at amortized cost and off-balance sheet credit exposures by means of a cumulative-effect adjustment to the opening retained earnings balance on the Company’s ~~consolidated balance sheet as of the Company’s date of adoption of January 1, 2022. Accordingly, results for reporting periods beginning after December~~Consolidated Financial Statements.

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31, 2021 are presented under ASU 2016-13, while prior period amounts continue to be reported in accordance with previously applicable GAAP. The Company recorded a net decrease to retained earnings of $20.1 million, net of deferred taxes of $7.9 million, as of January 1, 2022, for the cumulative effect of adopting ASU 2016-13. The Company adopted ASU 2016-13 using the prospective transition approach for purchased credit-deteriorated (“PCD”) financial assets that were previously classified as purchased credit-impaired (“PCI”) financial assets and accounted for under ASC 310-30. In accordance with ASU 2016-13, the Company did not reassess whether its assets previously classified as PCI assets met the criteria of PCD assets as of the date of adoption. Rather, loans previously determined to be PCI loans are considered to be PCD loans as of January 1, 2022. On January 1, 2022, the amortized cost basis of the PCD assets was adjusted to reflect the addition of the allowance for loan losses on PCD loans. The remaining noncredit discount will be accreted into the Company’s interest income at the then-effective interest rate as of January 1, 2022. The amount of the adjustment for PCD assets was not material to the Company.

~~In March 2020, the FASB issued ASU 2020-4,~~ ~~Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting~~ (“ASU 2020-04”). This update addresses 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 new guidance applies 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 expedients and exceptions provided by the amendments do not apply to contract modifications made and hedging relationships that exist as of December 31, 2022, for which an entity has elected certain optional expedients for and that are retained through the end of the hedging relationship. For public and nonpublic entities, the guidance is effective as of March 12, 2020 through December 31, 2022 and does not apply to contract modifications made after December 31, 2022. The Company performed a review its contracts and existing processes to assess the risks and potential impact of the transition away from LIBOR and noted no material impact to the Company’s consolidated financial statements as of September 30, 2022.

Significant Accounting Policies

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The adoption of ~~the ASUs 2016-13, 2018-19 and 2019-11~~ASU 2022-02 resulted in changes in the Company’s accounting policies and estimates as it relates to ~~available for sale securities, held to maturity securities,~~ loans receivable and ~~off-balance sheet commitments to lend.~~the allowance for loan losses. The following describes the changes to the Company’s significant accounting policies from December 31, ~~2021,~~2022, that resulted from the adoption of ~~the ASUs described above:~~

~~Allowance for Credit Losses - Available for Sale Securities~~

ASU 2016-13 made targeted changes to ASC 320 to eliminate the concept of “other than temporary” from the impairment loss estimation model for available for sale (“AFS”) securities. A summary of the changes made by the Company to the existing impairment model (previously referred to as the “OTTI” model) as a result of adoption of ASU 2016-13 is as follows:

•~~The use of an allowance approach, rather than a permanent write-down of a security’s cost basis upon determination of an impairment loss.~~

•~~The amount of the allowance is limited to the amount at which the security’s fair value is less than its amortized cost basis.~~

•~~The Company may not consider the length of time a security’s fair value has been less than amortized cost.~~

•~~The Company may not consider recoveries in fair value after the balance sheet date when assessing whether a credit loss exists.~~

The Company’s AFS securities are carried at fair value. For AFS securities in an unrealized loss position, management will first evaluate whether there is intent to sell a security, or if it is more likely than not that the Company will be required to sell a security prior to anticipated recovery of its amortized cost basis. If either of these criteria are met, the Company will record a write-down of the security’s amortized cost basis to fair value through income. For those AFS securities which do not meet the intent or requirement to sell criteria, management will evaluate whether the decline in fair value is a result of credit related matters or other factors. In performing this assessment, management considers the creditworthiness of the issuer including whether the security is guaranteed by the U.S. federal government or other government agency, the extent to which fair value is less than amortized cost, and changes in credit rating during the period, among other factors. If this assessment indicates the existence of credit losses, the security will be written down to fair value, as determined by a discounted cash flow analysis. To the extent the estimated cash flows do not support the amortized cost, the deficiency is considered to be due to credit loss and is recognized in earnings.

Changes in the allowance for credit losses are recorded as a provision for (or reversal of) credit loss expense. Losses are charged against the allowance when the security is determined to be uncollectible, or when either of the aforementioned criteria surrounding intent or requirement to sell have been met. On January 1, 2022, the date on which the Company adopted ASU 2016-13, no allowance for credit losses was recorded for AFS securities.

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~~Refer to~~ ~~Note 3, “Securities”~~ ~~for additional information regarding the measurement of impairment losses on AFS securities.~~

~~Allowance for Credit Losses - Held to Maturity Securities~~

The Company measures expected credit losses on held to maturity (“HTM”) securities on a collective basis by major security type which, as of September 30, 2022, includes government-sponsored residential and commercial mortgage-backed securities. Securities in the Company’s held to maturity portfolio are guaranteed by either the U.S. federal government or other government sponsored agencies with a long history of no credit losses. As a result, management has determined that these securities have a zero loss expectation and therefore does not estimate an allowance for credit losses on these securities. The Company held no securities classified as held to maturity at December 31, 2021. Refer to ~~Note 3, “Securities”~~ ~~for additional information regarding the measurement of credit losses on HTM securities.~~2022-02:

Allowance for Loan Losses - Loans Held for Investment

Modifications of Loans ~~Individually Assessed for Impairment~~

ASU 2016-13 indicates that a loan should be measured for impairment individually if that loan shares no similar risk characteristics with other loans. For the Company, loans which have been identified as those to be individually assessed for impairment under CECL include loans that do not share similar risk characteristics with other loans in the corresponding reserve segment. Characteristics of loans meeting this definition may include, but are not limited to:Borrowers Experiencing Financial Difficulty

•The amendments in ASU 2022-02 eliminated the accounting guidance for TDRs by creditors in Subtopic 310-40, ~~Loans previously restructured~~Receivables—Troubled Debt Restructurings by Creditors, while enhancing disclosure requirements for certain loan refinancings and ~~determined to be TDR loans;~~

•~~Loans on non-accrual status; and~~

•~~Loans with~~restructurings by creditors when a ~~risk rating of 12 under the Company’s risk rating scale, substandard (well-defined weakness) or worse.~~

~~Collateral-Dependent Loans~~

Management considers a loan to be collateral-dependent when foreclosure of the underlying collateral is probable. In addition, in accordance with ASU 2016-13, the Company elected to apply the collateral-dependent practical expedient whereby the Company measures expected credit losses using the fair value of the collateral, less any estimated costs to sell, when foreclosure is not probable but repayment of the loan is expected to be provided substantially through the operation or sale of the collateral, and the borrower is experiencing financial difficulty. Thus, as a result of adoption of this standard on January 1, 2023, rather than applying the recognition and measurement guidance for TDRs, the Company now applies the loan refinancing and restructuring guidance codified in paragraphs 310-20-35-9 through 35-11 of the Accounting Standards Codification to determine whether a modification results in a new loan or a continuation of an existing loan.

~~Troubled Debt Restructured Loans~~Modifications to borrowers experiencing financial difficulty include principal forgiveness, interest rate reductions, term extensions, other-than-insignificant payment delays and combinations thereof. Expected losses or recoveries related to loans where modifications have been granted to borrowers experiencing financial difficulty have been included in the Company’s determination of the allowance for loan losses. Upon adoption of ASU 2022-02, the Company is no longer required to use a discounted cash flow method to measure the allowance for loan losses resulting from a modification to a borrower experiencing financial difficulty. Accordingly, the Company now applies the same credit methodology it uses for similar loans that were not modified. As previously indicated, the Company adopted ASU 2022-02 using the modified retrospective transition method. Accordingly, upon adoption, commercial loan TDRs existing at that time which were measured using a discounted cash flow methodology and all residential real estate and consumer home equity loan TDRs were transitioned to the applicable segment of loans collectively evaluated for impairment based upon their risk characteristics. Commercial loan TDRs determined to be collateral dependent continue to be assessed for impairment on an individual basis.

InPrior to the Company’s adoption of ASU 2022-02, in cases where a borrower ~~experiences~~was experiencing financial difficulties and the Company ~~makes~~made certain concessionary modifications to contractual terms, the loan iswas classified as a TDR. Modifications ~~may include~~included adjustments to interest rates, extensions of maturity, consumer loans where the borrower’s obligations ~~have~~had been effectively discharged through Chapter 7 bankruptcy and the borrower ~~has~~had not reaffirmed the debt to the Company, and other actions intended to minimize economic loss and avoid foreclosure or repossession of collateral. Prior to the Company’s adoption of ASU 2016-13, all TDR loans were subject to a specific review for impairment loss each period beginning in the period in which the modification was executed. Subsequent to the adoption of ASU 2016-13, management identifiesManagement identified loans as TDR loans when it ~~has~~had a reasonable expectation that it ~~will~~would execute a TDR modification with a borrower. In addition, ~~subsequent to adoption of ASU 2016-13,~~ management ~~estimates~~estimated expected credit losses on a collective basis if a group of TDR loans ~~share~~shared similar risk characteristics. If a TDR loan’s risk characteristics ~~are~~were not similar to those of any of the Company’s other TDR loans, expected credit losses on the TDR loan ~~are~~were measured individually. The impairment analysis ~~discounts~~discounted the present value of the anticipated cash flows by the loan’s contractual rate of interest in effect prior to the loan’s modification or the fair value of collateral if the loan iswas collateral dependent. The amount of credit loss, if any, iswas recorded as a specific loss allocation to each individual loan or as a loss allocation to the pool of loans, for those loans for which credit loss iswas measured on a collective basis, in the allowance for credit losses. Any commercial (commercial and industrial, commercial real estate, commercial construction, and business banking loans) or residential loan that ~~has~~had been classified as a TDR and which subsequently ~~defaults is~~defaulted was reviewed to determine if the loan should be deemed collateral-dependent. In such an instance, any shortfall between the value of the collateral and the book value of the loan iswas determined by measuring the recorded investment in the loan against the fair value of the collateral less costs to sell.

The Company’s policy is to retain any restructured loan, which is on non-accrual status prior to being modified, on non-accrual status for approximately six months subsequent to being modified before the Company considers its return to accrual status. If the restructured loan is on accrual status prior to being modified, the Company reviews it to determine if the modified loan should remain on accrual status.

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~~Purchased Credit-Deteriorated Loans~~

As described above, the Company applied the prospective transition approach with respect to PCD assets upon adoption of ASU 2016-13. Under this approach, loans previously determined to be PCI loans are considered to be PCD loans as of January 1, 2022. PCD loans are acquired individual loans (or acquired groups of loans with similar risk characteristics) that, as of the date of acquisition, have experienced a more-than-insignificant deterioration in credit quality since origination, as determined by the Company’s assessment. A PCD loan is recorded at its purchase price plus the allowance for loan losses expected at the time of acquisition, or “gross up” of the amortized cost basis, if any. Changes in the current estimate of the allowance for loan losses subsequent to acquisition from the estimated allowance previously recorded are recognized in the income statement as provision for credit losses or reversal of provision for credit losses in subsequent periods as they arise. A purchased loan that does not qualify as a PCD asset is accounted for similar to the Company’s method of accounting for originated assets, whereby an allowance for loan losses is recognized with a corresponding increase to the income statement provision for loan losses. Evidence that purchased loans, measured at amortized cost, have more-than-insignificant deterioration in credit quality since origination and, therefore meet the PCD definition, may include past-due status, non-accrual status, risk rating and other standard indicators (i.e., TDRs, charge-offs, bankruptcy).

~~Allowance for Credit Losses~~

Through December 31, 2021, the allowance for loan losses represented management’s best estimate of incurred probable losses in the Company’s loan portfolios based upon management’s assessment of various factors, including the risk characteristics of its loan portfolio, current economic conditions, and trends in loan delinquencies and charge-offs. The Company’s methodology for determining the qualitative component through December 31, 2021 included an assessment of factors affecting the determination of incurred losses in the loan portfolio. Such factors included trends in economic conditions, loan growth, credit underwriting policy exceptions, regulatory and audit findings, and peer comparisons, among others. Upon adoption of ASU 2016-13, effective January 1, 2022, the Company changed its reserve methodology to estimate expected credit losses over the contractual life of loans and leases.

The allowance for credit losses, or ACL, is established to provide for the Company’s current estimate of expected lifetime credit losses on loans measured at amortized cost and unfunded lending commitments at the balance sheet date and is established through a provision for credit losses charged to net income. Credit losses are charged directly to the ACL. Subsequent recoveries, if any, are credited to the ACL. Commercial and residential loans are charged-off in the period in which they are deemed uncollectible. Delinquent loans in these product types are subject to ongoing review and analysis to determine if a charge-off in the current period is appropriate. For consumer finance loans, policies and procedures exist that require charge-off consideration upon a certain triggering event depending on the product type. Charge-off triggers include: 120 days delinquent for automobile, home equity, and other consumer loans with the exception of cash reserve loans for which the trigger is 150 days delinquent; death of the borrower; or Chapter 7 bankruptcy. In addition to those events, the charge-off determination includes other loan quality indicators, such as collateral position and adequacy or the presence of other repayment sources.

The ACL is evaluated on a regular basis by management. Management uses a methodology to systematically estimate the amount of expected lifetime losses in the portfolio. Expected lifetime losses are estimated on a collective basis for loans sharing similar risk characteristics and are determined 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. For commercial and industrial, commercial real estate, commercial construction and business banking portfolios, the quantitative model uses a loan rating system which is comprised of management’s determination of a financial asset’s probability of default (“PD”), loss given default (“LGD”) and exposure at default (“EAD”), which are derived from historical loss experience and other factors. For residential real estate, consumer home equity and other consumer portfolios, the Company’s quantitative model uses historical loss experience.

The quantitative model estimates expected credit losses using loan level data over the estimated life of the exposure, considering the effect of prepayments. Economic forecasts are incorporated into the estimate over a reasonable and supportable forecast period, beyond which is a reversion to the Company’s historical loss average. Management has determined that a reasonable and supportable forecast period of eight quarters, and a straight-line reversion period of four quarters, are appropriate forecast periods for purposes of estimating expected credit losses. As described above, quantitative model results are adjusted for risk factors not considered within the model but which are relevant in estimating the expected credit losses within the loan portfolio. The qualitative risk factors impacting the expected risk of loss within the loan portfolio include the following:

•~~Lending policies and procedures, including underwriting standards and collection, charge-off and recovery practices;~~

•~~Nature and volume of the portfolio;~~

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•~~Volume and severity of past-due, non-accrual and classified loans;~~

•~~The value of the underlying collateral for loans that are not collateral dependent;~~

•~~Concentrations of credit risk;~~

•~~Model and data limitations; and~~

•~~Other external factors, such as changes in legal, regulatory or competitive environments.~~

Loans that do not share similar risk characteristics with any pools of assets are subject to individual evaluation and are removed from the collectively assessed pools. For loans that are individually evaluated, the Company uses either a discounted cash flow (“DCF”) approach or, for loans deemed to be collateral dependent or when foreclosure is probable, a fair value of collateral approach.

Accrued interest receivable amounts are excluded from balances of loans held at amortized cost and are included within other assets on the consolidated balance sheet. Management has elected not to measure an allowance for credit losses on these amounts as the Company employs a timely write-off policy. Consistent with the Company's policy for non-accrual loans, accrued interest receivable is typically written off when loans reach 90 days past due and are placed on non-accrual status.

In the ordinary course of business, the Company enters into commitments to extend credit and standby letters of credit. Such financial instruments are recorded in the financial statements when they become payable. The credit risk associated with these commitments is evaluated in a manner similar to the reserving method for loans receivable previously described. The reserve for unfunded lending commitments is included in other liabilities in the balance sheet.

Additionally, various regulatory agencies, as an integral part of the Company’s examination process, periodically assess the appropriateness of the allowance for credit losses and may require the Company to increase its allowance for loan losses or recognize further loan charge-offs, in accordance with GAAP.

Refer to Note 4, “Loans and Allowance for Credit Losses” for additional information regarding the Company’s measurement of ~~credit~~the allowance for loan losses ~~on loans receivable and off-balance sheet commitments to lend~~ as of September 30, ~~2022. For comparative allowance for loan loss~~2023 and information ~~for which ASC 450, “Contingencies” and ASC 310, “Receivables” were applied (i.e., prior to~~regarding the Company’s ~~adoption~~TDR loans as of December 31, 2022 and for the ~~CECL methodology previously described), refer to~~ ~~Note 5, “Loans~~three and ~~Allowance for Loan Losses.”~~nine months ended September 30, 2022.

3. Securities

Available for Sale Securities

~~The amortized cost, gross unrealized gains and losses, and fair value of AFS securities as of September 30, 2022 and December 31, 2021 were as follows:~~
As of September 30, 2022
Amortized
Cost Unrealized
Gains Unrealized
Losses Allowance for Credit Losses Fair
Value
(In thousands)
Debt securities:
Government-sponsored residential mortgage-backed securities $ 4,995,267 $ — $ (786,178) $ — $ 4,209,089
Government-sponsored commercial mortgage-backed securities 1,603,046 — (205,819) — 1,397,227
U.S. Agency bonds 1,100,565 — (158,968) — 941,597
U.S. Treasury securities 99,267 — (6,807) — 92,460
State and municipal bonds and obligations 229,539 58 (26,933) — 202,664
Other debt securities 1,599 — (21) — 1,578
$ 8,029,283 $ 58 $ (1,184,726) $ — $ 6,844,615

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As of December 31, 2021
Amortized
Cost Unrealized
Gains Unrealized
Losses Fair
Value
(In thousands)
Debt securities:
Government-sponsored residential mortgage-backed securities $ 5,577,292 $ 17,918 $ (70,502) $ 5,524,708
Government-sponsored commercial mortgage-backed securities 1,420,748 760 (12,640) 1,408,868
U.S. Agency bonds 1,202,377 1,067 (28,430) 1,175,014
U.S. Treasury securities 89,434 5 (834) 88,605
State and municipal bonds and obligations 263,910 16,460 (41) 280,329
Small business administration pooled securities 31,821 282 — 32,103
Other debt securities 1,597 — — 1,597
$ 8,587,179 $ 36,492 $ (112,447) $ 8,511,224
The amortized cost, gross unrealized gains and losses, allowance for credit losses (“ACL”) and fair value of available for sale (“AFS”) securities as of the dates indicated were as follows:


	As of September 30, 2023
	Amortized Cost		Unrealized Gains		Unrealized Losses		Allowance for Credit Losses		Fair Value
	(In thousands)
Debt securities:
Government-sponsored residential mortgage-backed securities	$	3,380,463	$	—	$	(679,833)	$	—	$	2,700,630
Government-sponsored commercial mortgage-backed securities	1,343,187		—		(254,067)		—		1,089,120
U.S. Agency bonds	236,149		—		(28,184)		—		207,965
U.S. Treasury securities	99,494		—		(6,275)		—		93,219
State and municipal bonds and obligations	197,971		—		(27,387)		—		170,584
	$	5,257,264	$	—	$	(995,746)	$	—	$	4,261,518


	As of December 31, 2022
	Amortized Cost		Unrealized Gains		Unrealized Losses		Allowance for Credit Losses		Fair Value
	(In thousands)
Debt securities:
Government-sponsored residential mortgage-backed securities	$	4,855,763	$	—	$	(743,855)	$	—	$	4,111,908
Government-sponsored commercial mortgage-backed securities	1,570,119		—		(221,165)		—		1,348,954
U.S. Agency bonds	1,100,891		—		(148,409)		—		952,482
U.S. Treasury securities	99,324		—		(6,267)		—		93,057
State and municipal bonds and obligations	198,039		9		(14,956)		—		183,092
Other debt securities	1,299		—		(14)		—		1,285
	$	7,825,435	$	9	$	(1,134,666)	$	—	$	6,690,778

The Company did not record a provision for credit losses on any AFS securities for either the three and nine months ended September 30, 2023 or 2022. Accrued interest receivable on AFS securities totaled ~~$13.6~~$9.7 million and ~~$14.3~~$12.9 million as of September 30, ~~2022~~2023 and December 31, ~~2021,~~2022, respectively, and is included within other assets on the ~~consolidated balance sheets.~~Consolidated Balance Sheets. The Company did not record any write-offs of accrued interest ~~income~~receivable on AFS securities during either the three and nine months ended September 30, 2023 or 2022. No securities held by the Company were delinquent on contractual payments as of September 30, 2023 or December 31, 2022, nor were any securities placed on non-accrual status ~~for~~during the ~~period~~nine and twelve month periods then ended.

The following table summarizes gross realized gains and losses from sales of AFS securities for the periods indicated:

Three Months Ended September 30, Nine Months Ended September 30,
2022 2021 2022 2021
(In thousands)
Gross realized gains from sales of AFS securities $ 725 $ 1 $ 1,770 $ 1,166
Gross realized losses from sales of AFS securities 923 — 4,244 —
Net (losses) gains from sales of AFS securities $ (198) $ 1 $ (2,474) $ 1,166

Prior to the Company’s adoption of ASU 2016-13, management prepared an estimate of the Company’s expected cash flows for AFS investment securities that potentially may be deemed to have been an OTTI. This estimate began with the contractual cash flows of the security which was then reduced by an estimate of probable credit losses associated with the security. When estimating the extent of probable losses on the securities, management considered the credit quality and the ability to pay of the underlying issuers. Indicators of diminished credit quality of the issuers included defaults, interest deferrals, or “payments in kind.” Management also considered those factors listed in the “Investments – Debt and Equity Securities” topic of the FASB ASC when estimating the ultimate realizability of the cash flows for each individual security.

The resulting estimate of expected cash flows after considering credit was then subject to a present value computation using a discount rate equal to the current yield used to accrete the beneficial interest or the effective interest rate implicit in the security at the date of acquisition. If the present value of the estimated expected cash flows was less than the current amortized cost basis, an OTTI was considered to have occurred and the security was written down to the fair value indicated by the cash flow analysis. As part of the analysis, management considered whether it intended to sell the security or whether it was more than likely that it would be required to sell the security before the expected recovery of its amortized cost basis.

~~There was no OTTI recorded during the three and nine months ended September 30, 2021.~~


	Three Months Ended September 30,				Nine Months Ended September 30,
	2023		2022		2023		2022
	(In thousands)
Gross realized gains from sales of AFS securities	$	—	$	725	$	—	$	1,770
Gross realized losses from sales of AFS securities	—		(923)		(333,170)		(4,244)
Net (losses) gains from sales of AFS securities	$	—	$	(198)	$	(333,170)	$	(2,474)

Information pertaining to AFS securities with gross unrealized losses as of September 30, 2023 and December 31, 2022, for which the Company did not recognize a provision for credit losses under ~~CECL, and as of December 31, 2021, for which~~ the ~~Company did not deem to be OTTI under its prior~~current expected credit loss methodology (“CECL”), aggregated by investment category and length of time that individual securities had been in a continuous loss position, is as follows:

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		As of September 30, 2022														As of September 30, 2023
			Less than 12 Months				12 Months or Longer				Total						Less than 12 Months				12 Months or Longer				Total
		# of Holdings	Gross Unrealized Losses		Fair Value		Gross Unrealized Losses		Fair Value		Gross Unrealized Losses		Fair Value			# of Holdings	Gross Unrealized Losses		Fair Value		Gross Unrealized Losses		Fair Value		Gross Unrealized Losses		Fair Value
		(Dollars in thousands)														(Dollars in thousands)
Government-sponsored residential mortgage-backed securities	Government-sponsored residential mortgage-backed securities	322	$	278,329	$	1,541,349	$	507,849	$	2,667,740	$	786,178	$	4,209,089	Government-sponsored residential mortgage-backed securities	324	$	—	$	—	$	679,833	$	2,700,630	$	679,833	$	2,700,630
Government-sponsored commercial mortgage-backed securities	Government-sponsored commercial mortgage-backed securities	200	145,210		1,050,544		60,609		346,683		205,819		1,397,227		Government-sponsored commercial mortgage-backed securities	188	—		—		254,067		1,089,120		254,067		1,089,120
U.S. Agency bonds	U.S. Agency bonds	37	29,820		210,070		129,148		731,527		158,968		941,597		U.S. Agency bonds	23	—		—		28,184		207,965		28,184		207,965
U.S. Treasury securities	U.S. Treasury securities	5	5,399		44,127		1,408		48,333		6,807		92,460		U.S. Treasury securities	6	104		4,854		6,171		88,365		6,275		93,219
State and municipal bonds and obligations	State and municipal bonds and obligations	283	26,933		200,184		—		—		26,933		200,184		State and municipal bonds and obligations	242	5,216		48,268		22,171		122,316		27,387		170,584
Other debt securities		3	21		1,578		—		—		21		1,578
		850	$	485,712	$	3,047,852	$	699,014	$	3,794,283	$	1,184,726	$	6,842,135		783	$	5,320	$	53,122	$	990,426	$	4,208,396	$	995,746	$	4,261,518


		As of December 31, 2021														As of December 31, 2022
			Less than 12 Months				12 Months or Longer				Total						Less than 12 Months				12 Months or Longer				Total
		# of Holdings	Gross Unrealized Losses		Fair Value		Gross Unrealized Losses		Fair Value		Gross Unrealized Losses		Fair Value			# of Holdings	Gross Unrealized Losses		Fair Value		Gross Unrealized Losses		Fair Value		Gross Unrealized Losses		Fair Value
		(Dollars in thousands)														(Dollars in thousands)
Government-sponsored residential mortgage-backed securities	Government-sponsored residential mortgage-backed securities	264	$	70,502	$	4,615,457	$	—	$	—	$	70,502	$	4,615,457	Government-sponsored residential mortgage-backed securities	322	$	42,196	$	435,690	$	701,659	$	3,676,218	$	743,855	$	4,111,908
Government-sponsored commercial mortgage-backed securities	Government-sponsored commercial mortgage-backed securities	165	12,218		1,102,444		422		15,682		12,640		1,118,126		Government-sponsored commercial mortgage-backed securities	199	38,944		300,476		182,221		1,048,478		221,165		1,348,954
U.S. Agency bonds	U.S. Agency bonds	27	2,169		191,222		26,261		794,353		28,430		985,575		U.S. Agency bonds	37	645		4,145		147,764		948,337		148,409		952,482
U.S. Treasury securities	U.S. Treasury securities	3	834		78,588		—		—		834		78,588		U.S. Treasury securities	5	1,311		48,451		4,956		44,606		6,267		93,057
State and municipal bonds and obligations	State and municipal bonds and obligations	11	41		5,436		—		—		41		5,436		State and municipal bonds and obligations	237	14,942		179,614		14		225		14,956		179,839
Other debt securities															Other debt securities	2	—		—		14		1,285		14		1,285
		470	$	85,764	$	5,993,147	$	26,683	$	810,035	$	112,447	$	6,803,182		802	$	98,038	$	968,376	$	1,036,628	$	5,719,149	$	1,134,666	$	6,687,525

The Company does not intend to sell these investments and has determined based upon available evidence that it is ~~more likely than not~~more-likely-than-not that the Company will not be required to sell each security before the expected recovery of its amortized cost basis. As a result, the Company did not recognize an ACL on these investments as of either September 30, ~~2022. As it relates to AFS securities with gross unrealized losses as of~~2023 or December 31, 2021, the Company did not consider these investments to be OTTI under its prior methodology. 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, and volatility of earnings.2022.

~~As a result of the Company’s review of these qualitative and quantitative factors, the~~The causes of the impairments listed in the tables above by category are as follows as of September 30, ~~2022~~2023 and December 31, ~~2021:~~2022:

•Government-sponsored ~~residential mortgage-backed securities~~ – The securities with unrealized losses in this portfolio have contractual terms that generally do not permit the issuer to settle the security 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.

•~~Government-sponsored commercial~~ mortgage-backed securities, – The securities with unrealized losses in this portfolio have contractual terms that generally do not permit the issuer to settle the security at a price less than the current par value of the investment. The decline in market value of these securities is attributable to

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~~changes in interest rates and not credit quality. Additionally, these securities are implicitly guaranteed by the U.S. government or one of its agencies.~~

•U.S. Agency bonds – The securities with unrealized losses in this portfolio have contractual terms that generally do not permit the issuer to settle the security 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.~~

•U.S. Treasury securities – The securities with unrealized losses in ~~this portfolio~~these portfolios have contractual terms that generally do not permit the issuer to settle the security 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.

•State and municipal bonds and obligations – The securities with unrealized losses in this portfolio have contractual terms that generally do not permit the issuer to settle the security 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.

•Other debt securities – ~~This~~As of December 31, 2022, there were two securities included in this portfolio ~~consists~~in an unrealized loss position which consisted of ~~three~~two foreign debt securities. Both securities ~~which are~~were performing in

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accordance with the terms of ~~the~~their respective contractual agreements. The decline in market value of these securities iswas attributable to changes in interest rates and not credit quality.

Held to Maturity Securities

The amortized cost, gross unrealized gains and losses, allowance for credit losses and fair value of ~~HTM~~held to maturity (“HTM”) securities as of ~~September 30, 2022~~the dates indicated were as follows:


		As of September 30, 2022											As of September 30, 2023
		Amortized Cost		Unrealized Gains		Unrealized Losses		Allowance for Credit Losses		Fair Value			Amortized Cost		Unrealized Gains		Unrealized Losses		Allowance for Credit Losses		Fair Value
		(In thousands)											(In thousands)
Debt securities:	Debt securities:											Debt securities:
Government-sponsored residential mortgage-backed securities	Government-sponsored residential mortgage-backed securities	$	281,253	$	—	$	(30,972)	$	—	$	250,281	Government-sponsored residential mortgage-backed securities	$	260,271	$	—	$	(40,723)	$	—	$	219,548
Government-sponsored commercial mortgage-backed securities	Government-sponsored commercial mortgage-backed securities	200,710		—		(19,514)		—		181,196		Government-sponsored commercial mortgage-backed securities	195,629		—		(27,523)		—		168,106
		$	481,963	$	—	$	(50,486)	$	—	$	431,477		$	455,900	$	—	$	(68,246)	$	—	$	387,654

~~The Company held no HTM securities as of December 31, 2021.~~


	As of December 31, 2022
	Amortized Cost		Unrealized Gains		Unrealized Losses		Allowance for Credit Losses		Fair Value
	(In thousands)
Debt securities:
Government-sponsored residential mortgage-backed securities	$	276,493	$	—	$	(30,150)	$	—	$	246,343
Government-sponsored commercial mortgage-backed securities	200,154		—		(23,271)		—		176,883
	$	476,647	$	—	$	(53,421)	$	—	$	423,226

The Company did not record a provision for estimated credit losses on any HTM securities for either the three and nine months ended September 30, 2023 or 2022. The accrued interest receivable on HTM securities totaled $1.0 million as of both September 30, 2023 and December 31, 2022 and is included within other assets on the ~~consolidated balance sheets.~~Consolidated Balance Sheets. The Company did not record any write-offs of accrued interest receivable on HTM securities during either the three and nine months ended September 30, 2023 or 2022. No securities held by the Company were delinquent on contractual payments as of either September 30, 2023 or December 31, 2022, nor were any securities placed on non-accrual status ~~for~~during the ~~period~~nine and twelve month periods then ended.

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Available for Sale and Held to Maturity Securities Contractual Maturity

The amortized cost and estimated fair value of AFS and HTM securities by contractual maturities as of September 30, ~~2022~~2023 and December 31, ~~2021 and amortized cost and estimated fair value of HTM securities by contractual maturities as of~~

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~~September 30,~~ 2022 are shown below. Actual maturities may differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without prepayment penalties.

The scheduled contractual maturities of AFS and HTM securities as of the dates indicated were as follows:


		As of September 30, 2022																					As of September 30, 2023
		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
		(In thousands)																					(In thousands)
AFS securities	AFS securities																					AFS securities
Government-sponsored residential mortgage-backed securities	Government-sponsored residential mortgage-backed securities	$	—	$	—	$	17,984	$	17,288	$	760,135	$	677,552	$	4,217,148	$	3,514,249	$	4,995,267	$	4,209,089	Government-sponsored residential mortgage-backed securities	$	—	$	—	$	27,697	$	26,351	$	28,637	$	26,316	$	3,324,129	$	2,647,963	$	3,380,463	$	2,700,630
Government-sponsored commercial mortgage-backed securities	Government-sponsored commercial mortgage-backed securities	—		—		185,582		168,760		664,204		575,694		753,260		652,773		1,603,046		1,397,227		Government-sponsored commercial mortgage-backed securities	—		—		164,329		145,815		475,624		398,011		703,234		545,294		1,343,187		1,089,120
U.S. Agency bonds	U.S. Agency bonds	—		—		727,838		631,834		372,727		309,763		—		—		1,100,565		941,597		U.S. Agency bonds	—		—		226,493		199,833		9,656		8,132		—		—		236,149		207,965
U.S. Treasury securities	U.S. Treasury securities	—		—		99,267		92,460		—		—		—		—		99,267		92,460		U.S. Treasury securities	—		—		99,494		93,219		—		—		—		—		99,494		93,219
State and municipal bonds and obligations	State and municipal bonds and obligations	80		80		27,379		25,738		54,859		50,773		147,221		126,073		229,539		202,664		State and municipal bonds and obligations	210		210		29,120		26,998		42,656		38,408		125,985		104,968		197,971		170,584
Other debt securities		1,599		1,578		—		—		—		—		—		—		1,599		1,578
Total available for sale securities	Total available for sale securities	1,679		1,658		1,058,050		936,080		1,851,925		1,613,782		5,117,629		4,293,095		8,029,283		6,844,615		Total available for sale securities	210		210		547,133		492,216		556,573		470,867		4,153,348		3,298,225		5,257,264		4,261,518
HTM securities	HTM securities																					HTM securities
Government-sponsored residential mortgage-backed securities	Government-sponsored residential mortgage-backed securities	—		—		—		—		—		—		281,253		250,281		281,253		250,281		Government-sponsored residential mortgage-backed securities	—		—		—		—		—		—		260,271		219,548		260,271		219,548
Government-sponsored commercial mortgage-backed securities	Government-sponsored commercial mortgage-backed securities	—		—		—		—		200,710		181,196		—		—		200,710		181,196		Government-sponsored commercial mortgage-backed securities	—		—		—		—		195,629		168,106		—		—		195,629		168,106
Total held to maturity securities	Total held to maturity securities	—		—		—		—		200,710		181,196		281,253		250,281		481,963		431,477		Total held to maturity securities	—		—		—		—		195,629		168,106		260,271		219,548		455,900		387,654
Total	Total	$	1,679	$	1,658	$	1,058,050	$	936,080	$	2,052,635	$	1,794,978	$	5,398,882	$	4,543,376	$	8,511,246	$	7,276,092	Total	$	210	$	210	$	547,133	$	492,216	$	752,202	$	638,973	$	4,413,619	$	3,517,773	$	5,713,164	$	4,649,172

2019

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		As of December 31, 2021																					As of December 31, 2022
		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
		(In thousands)																					(In thousands)
AFS securities	AFS securities																					AFS securities
Government-sponsored residential mortgage-backed securities	Government-sponsored residential mortgage-backed securities	$	—	$	—	$	24,935	$	25,962	$	899,169	$	892,029	$	4,653,188	$	4,606,717	$	5,577,292	$	5,524,708	Government-sponsored residential mortgage-backed securities	$	—	$	—	$	21,221	$	20,284	$	727,908	$	648,132		$	4,106,634	$	3,443,492	$	4,855,763	$	4,111,908
Government-sponsored commercial mortgage-backed securities	Government-sponsored commercial mortgage-backed securities	—		—		139,095		137,755		387,177		378,414		894,476		892,699		1,420,748		1,408,868		Government-sponsored commercial mortgage-backed securities	—		—		191,762		171,992		649,659		556,641			728,698		620,321		1,570,119		1,348,954
U.S. Agency bonds	U.S. Agency bonds	5,508		5,515		531,821		520,935		665,048		648,564		—		—		1,202,377		1,175,014		U.S. Agency bonds	—		—		877,371		767,464		223,520		185,018			—		—		1,100,891		952,482
U.S. Treasury securities	U.S. Treasury securities	40,010		40,001		49,424		48,604		—		—		—		—		89,434		88,605		U.S. Treasury securities	—		—		99,324		93,057		—		—			—		—		99,324		93,057
State and municipal bonds and obligations	State and municipal bonds and obligations	6,137		6,116		33,692		34,704		72,226		75,416		151,855		164,093		263,910		280,329		State and municipal bonds and obligations	213		209		22,100		21,283		42,554		40,970			133,172		120,630		198,039		183,092
Small Business Administration pooled securities		—		—		4,062		4,092		—		—		27,759		28,011		31,821		32,103
Other debt securities	Other debt securities	300		300		1,297		1,297		—		—		—		—		1,597		1,597		Other debt securities	1,299		1,285		—		—		—		—			—		—		1,299		1,285
Total available for sale securities																						Total available for sale securities	1,512		1,494		1,211,778		1,074,080		1,643,641		1,430,761			4,968,504		4,184,443		7,825,435		6,690,778
HTM securities																						HTM securities
Government-sponsored residential mortgage-backed securities																						Government-sponsored residential mortgage-backed securities	—		—		—		—		—		—			276,493		246,343		276,493		246,343
Government-sponsored commercial mortgage-backed securities																						Government-sponsored commercial mortgage-backed securities	—		—		—		—		200,154		176,883		0	—		—		200,154		176,883
Total held to maturity securities																						Total held to maturity securities	—		—		—		—		200,154		176,883			276,493		246,343		476,647		423,226
Total	Total	$	51,955	$	51,932	$	784,326	$	773,349	$	2,023,620	$	1,994,423	$	5,727,278	$	5,691,520	$	8,587,179	$	8,511,224	Total	$	1,512	$	1,494	$	1,211,778	$	1,074,080	$	1,843,795	$	1,607,644		$	5,244,997	$	4,430,786	$	8,302,082	$	7,114,004

Securities Pledged as Collateral

As of September 30, ~~2022~~2023 and December 31, ~~2021,~~2022, securities with a carrying value of ~~$438.8~~$429.0 million and ~~$2.2 billion,~~$437.9 million, respectively, were pledged to secure public deposits and for other purposes required by law. As of September 30, ~~2022~~2023 and December 31, ~~2021,~~2022, deposits with associated pledged collateral included cash accounts from the Company’s wealth management division (“Eastern Wealth Management”) and municipal deposit accounts. At

In March 2023 the Federal Reserve created the Bank Term Funding Program (the “Program”) in order to support American businesses and households. The Program helps make available additional funding to eligible depository institutions in order to help assure banks have the ability to meet the needs of their depositors. The Program offers loans up to one year in length to banks in return for any collateral eligible for purchase by the Federal Reserve Banks in open market operations, such as U.S. Treasuries, U.S. agency securities, and U.S. agency mortgage-backed securities. As of September 30, ~~2022 and December 31, 2021, the~~2023, securities with a carrying value of ~~securities~~$2.5 billion were pledged as collateral ~~with respect to municipal deposit accounts acquired from Century Bancorp, Inc. (“Century”) was approximately $422.3 million and $2.1 billion, respectively. During~~through the ~~first and second quarter of 2022,~~Program. In addition, the Company ~~eliminated certain pledging arrangements acquired from Century which resulted in~~pledged securities with a carrying value of $370.3 million to the ~~decrease in securities pledged at~~Federal Reserve Discount Window (the “Discount Window”) as of September 30, ~~2022 compared~~2023. No securities were pledged to the Program or the Discount Window as of December 31, ~~2021.~~2022.

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4. Loans and Allowance for Credit Losses

Loans

The following table provides a summary of the Company’s loan portfolio as of the dates indicated:


		September 30, 2022		December 31, 2021			September 30, 2023		December 31, 2022
		(In thousands)					(In thousands)
Commercial and industrial	Commercial and industrial	$	3,023,729	$	2,960,527	Commercial and industrial	$	3,087,509	$	3,150,946
Commercial real estate	Commercial real estate	4,985,654		4,522,513		Commercial real estate	5,396,912		5,155,323
Commercial construction	Commercial construction	314,193		222,328		Commercial construction	382,615		336,276
Business banking	Business banking	1,096,436		1,334,694		Business banking	1,087,799		1,090,492
Residential real estate	Residential real estate	2,118,852		1,926,810		Residential real estate	2,550,861		2,460,849
Consumer home equity	Consumer home equity	1,168,476		1,100,153		Consumer home equity	1,193,859		1,187,547
Other consumer ~~(2)~~(3)	Other consumer ~~(2)~~(3)	196,614		214,485		Other consumer ~~(2)~~(3)	219,720		194,098
Gross loans before unamortized premiums, unearned discounts and deferred fees	Gross loans before unamortized premiums, unearned discounts and deferred fees	12,903,954		12,281,510		Gross loans before unamortized premiums, unearned discounts and deferred fees	13,919,275		13,575,531
Allowance for loan losses (1)	Allowance for loan losses (1)	(131,663)		(97,787)		Allowance for loan losses (1)	(155,146)		(142,211)
Unamortized premiums, net of unearned discounts and deferred fees	Unamortized premiums, net of unearned discounts and deferred fees	(19,349)		(26,442)		Unamortized premiums, net of unearned discounts and deferred fees	(19,307)		(13,003)
Loans after the allowance for loan losses, unamortized premiums, unearned discounts and deferred fees	Loans after the allowance for loan losses, unamortized premiums, unearned discounts and deferred fees	$	12,752,942	$	12,157,281	Loans after the allowance for loan losses, unamortized premiums, unearned discounts and deferred fees	$	13,744,822	$	13,420,317

(1)The ~~Company adopted ASU 2016-13 on January 1, 2022 with a modified retrospective approach. Accordingly, at September 30, 2022~~balance of accrued interest receivable excluded from amortized cost and the calculation of the allowance for loan losses ~~was determined in accordance with ASC 326,~~ ~~“Financial Instruments-Credit Losses”~~amounted to $50.8 million and ~~ASC 310, “Receivables,”~~$45.2 million as ~~amended. At~~of September 30, 2023 and December 31, ~~2021~~2022, respectively, and is included within other assets on the ~~allowance for loan losses was determined in accordance with ASC 450, “Contingencies”~~ ~~and ASC 310,~~ ~~“Receivables.”~~Consolidated Balance Sheets.

(2)Automobile loans are included in the other consumer portfolio and amounted to ~~$24.0~~$8.1 million and ~~$53.3~~$18.1 million at September 30, ~~2022~~2023 and December 31, ~~2021,~~2022, respectively.

(3)Home improvement loans are included in the other consumer portfolio and amounted to $161.2 million and $121.1 million at September 30, 2023 and December 31, 2022, respectively.

There are no other loan categories that exceed 10% of total loans not already reflected in the preceding table.

The Company’s lending activities are conducted principally in the New England area with the exception of its Shared National Credit Program (“SNC Program”) portfolio. The Company participates in the SNC Program in an effort to improve its industry and geographical diversification. The SNC Program portfolio is included in the Company’s commercial and industrial portfolio. The SNC Program portfolio is defined as loan syndications with exposure over $100 million and with three or more lenders participating.

Most loans originated by the Company are either collateralized by real estate or other assets or guaranteed by federal and local governmental authorities. The ability and willingness of the single-family residential and consumer borrowers to honor their repayment commitments is generally dependent on the level of overall economic activity within the borrowers’ geographic areas and real estate values. The ability and willingness of commercial real estate, commercial and industrial, and construction loan borrowers to honor their repayment commitments is generally dependent on the health of the real estate economy in the borrowers’ geographic areas and the general economy.

Loans Pledged as Collateral

The carrying value of loans pledged to secure advances from the Federal Home Loan Bank (“FHLB”) of Boston (“FHLBB”) were ~~$3.3~~$4.2 billion and ~~$2.6~~$3.9 billion at September 30, ~~2022~~2023 and December 31, ~~2021,~~2022, respectively. The balance of funds borrowed from the FHLBB were ~~$384.2~~$673.5 million and ~~$14.0~~$704.1 million at September 30, ~~2022~~2023 and December 31, ~~2021,~~2022, respectively.

The carrying value of loans pledged to secure advances from the Federal Reserve Bank (“FRB”) were $1.1 billion ~~and $784.0 million~~ at both September 30, ~~2022~~2023 and December 31, ~~2021,~~2022, respectively. There were no funds borrowed from the FRB outstanding at September 30, ~~2022 and~~2023 or December 31, ~~2021.~~2022.

Serviced Loans

At September 30, ~~2022~~2023 and December 31, ~~2021,~~2022, mortgage loans partially or wholly-owned by others and serviced by the Company amounted to approximately ~~$85.7~~$78.8 million and ~~$95.8~~$84.0 million, respectively.

Purchased Loans

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~~Purchased Loans~~

The Company began purchasing ~~jumbo~~residential real estate mortgage loans during the ~~three months ended September 30,~~third quarter of 2022. Loans purchased were subject to the same underwriting criteria as those loans originated directly by the Company. During the ~~three and~~ nine months ended September 30, ~~2022,~~2023, the Company purchased $32.0 million of residential real estate mortgage loans. The Company ceased purchases of residential real estate mortgage loans in the first quarter of 2023. Accordingly, no residential real estate mortgage loans were purchased during the three months ended September 30, 2023. The Company purchased $79.9 million of residential real estate ~~loans.~~mortgage loans during the three and nine months ended September 30, 2022. As of September 30, 2023 and December 31, 2022, the amortized cost balance of loans purchased was $391.7 million and $376.1 million, respectively.

Commercial Loan Sales

During the three and nine months ended September 30, 2023, the Company sold $191.8 million of commercial and industrial loans previously included in the SNC program portfolio and recognized a loss on sale of $2.5 million. As of September 30, 2023, one commercial and industrial loan, which was previously included in the SNC program portfolio and which had a balance of $22.4 million as of September 30, 2023, was transferred to held for sale from the commercial and industrial held for investment portfolio. Upon transfer to held for sale, a mark-to-market adjustment was recorded representing a loss of $0.2 million.

Allowance for Loan Losses

The allowance for loan losses is established to provide for management’s estimate of expected lifetime credit losses on loans measured at amortized cost at the balance sheet date ~~and is established~~ through a provision for loan losses charged to net income. Charge-offs, net of recoveries, are charged directly to the allowance for loan losses. Commercial and residential loans are charged-off in the period in which they are deemed uncollectible. Delinquent loans in these product types are subject to ongoing review and analysis to determine if a charge-off in the current period is appropriate. For consumer loans, policies and procedures exist that require charge-off consideration upon a certain triggering event depending on the product type.

The following tables summarize the changes in the allowance for loan losses by loan category for the periods indicated:

For the Three Months Ended September 30, 2022
Commercial
and
Industrial Commercial
Real Estate Commercial
Construction Business
Banking Residential
Real
Estate Consumer
Home
Equity Other
Consumer Total
(In thousands)
Allowance for loan losses:
Beginning balance $ 25,852 $ 47,555 $ 5,474 $ 16,699 $ 21,663 $ 5,662 $ 2,626 $ 125,531
Charge-offs (11) — — (369) — — (603) (983)
Recoveries 126 3 — 286 56 6 158 635
Provision (release) 874 3,545 507 (354) 1,288 174 446 6,480
Ending balance (2) $ 26,841 $ 51,103 $ 5,981 $ 16,262 $ 23,007 $ 5,842 $ 2,627 $ 131,663


	For the Three Months Ended September 30, 2023
	Commercial and Industrial		Commercial Real Estate		Commercial Construction		Business Banking		Residential Real Estate		Consumer Home Equity		Other Consumer		Total
	(In thousands)
Allowance for loan losses:
Beginning balance	$	29,535	$	59,524	$	7,663	$	15,228	$	27,012	$	6,044	$	2,949	$	147,955
Charge-offs	(11)		—		—		(303)		—		—		(731)		(1,045)
Recoveries	120		2		—		609		30		39		108		908
Provision (release)	(3,126)		11,097		136		(316)		(687)		(601)		825		7,328
Ending balance	$	26,518	$	70,623	$	7,799	$	15,218	$	26,355	$	5,482	$	3,151	$	155,146


	For the Three Months Ended September 30, 2022
	Commercial and Industrial		Commercial Real Estate		Commercial Construction		Business Banking		Residential Real Estate		Consumer Home Equity		Other Consumer		Total
	(In thousands)
Allowance for loan losses:
Beginning balance	$	25,852	$	47,555	$	5,474	$	16,699	$	21,663	$	5,662	$	2,626	$	125,531
Charge-offs	(11)		—		—		(369)		—		—		(603)		(983)
Recoveries	126		3		—		286		56		6		158		635
Provision (release)	874		3,545		507		(354)		1,288		174		446		6,480
Ending balance	$	26,841	$	51,103	$	5,981	$	16,262	$	23,007	$	5,842	$	2,627	$	131,663

For the Nine Months Ended September 30, 2022
Commercial
and
Industrial Commercial
Real Estate Commercial
Construction Business
Banking Residential
Real Estate Consumer
Home Equity Other
Consumer Other Total
(In thousands)
Allowance for loan losses:
Beginning balance $ 18,018 $ 52,373 $ 2,585 $ 10,983 $ 6,556 $ 3,722 $ 3,308 $ 242 $ 97,787
Cumulative effect of change in accounting principle (1) 11,533 (6,655) 1,485 6,160 13,489 1,857 (541) (242) 27,086
Charge-offs (13) — — (1,922) — — (1,754) — (3,689)
Recoveries 1,074 53 — 1,678 80 16 533 — 3,434
Provision (release) (3,771) 5,332 1,911 (637) 2,882 247 1,081 — 7,045
Ending balance (2) $ 26,841 $ 51,103 $ 5,981 $ 16,262 $ 23,007 $ 5,842 $ 2,627 $ — $ 131,663

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	For the Nine Months Ended September 30, 2023
	Commercial and Industrial		Commercial Real Estate		Commercial Construction		Business Banking		Residential Real Estate		Consumer Home Equity		Other Consumer		Total
	(In thousands)
Allowance for loan losses:
Beginning balance	$	26,859	$	54,730	$	7,085	$	16,189	$	28,129	$	6,454	$	2,765	$	142,211
Cumulative effect of change in accounting principle (1)	47		—		—		(140)		(849)		(201)		—		(1,143)
Charge-offs	(11)		—		—		(900)		—		(7)		(1,883)		(2,801)
Recoveries	285		8		—		1,294		63		40		335		2,025
Provision (release)	(662)		15,885		714		(1,225)		(988)		(804)		1,934		14,854
Ending balance	$	26,518	$	70,623	$	7,799	$	15,218	$	26,355	$	5,482	$	3,151	$	155,146


	For the Nine Months Ended September 30, 2022
	Commercial and Industrial		Commercial Real Estate		Commercial Construction		Business Banking		Residential Real Estate		Consumer Home Equity		Other Consumer		Other		Total
	(In thousands)
Allowance for loan losses:
Beginning balance	$	18,018	$	52,373	$	2,585	$	10,983	$	6,556	$	3,722	$	3,308	$	242	$	97,787
Cumulative effect of change in accounting principle (2)	11,533		(6,655)		1,485		6,160		13,489		1,857		(541)		(242)		$	27,086
Charge-offs	(13)		—		—		(1,922)		—		—		(1,754)		—		(3,689)
Recoveries	1,074		53		—		1,678		80		16		533		—		3,434
Provision (release)	(3,771)		5,332		1,911		(637)		2,882		247		1,081		—		7,045
Ending balance	$	26,841	$	51,103	$	5,981	$	16,262	$	23,007	$	5,842	$	2,627	$	—	$	131,663

(1)Represents the adjustment needed to reflect the cumulative day one impact pursuant to the Company’s adoption of ASU 2022-02 (i.e., cumulative effect adjustment related to the adoption of ASU 2022-02 as of January 1, 2023). The adjustment represents a $1.1 million decrease to the allowance attributable to the change in accounting methodology for estimating the allowance for loan losses resulting from the Company’s adoption of the standard.

(2)Represents the adjustment needed to reflect the cumulative day one impact pursuant to the Company’s adoption of ASU 2016-13 (i.e., cumulative effect adjustment related to the adoption of ASU 2016-13 as of January 1, 2022). The adjustment represents a $27.1 million increase to the allowance attributable to the change in accounting methodology for estimating the allowance for loan losses resulting from the Company’s adoption of the standard. The adjustment also includes the adjustment needed to reflect the day one reclassification of the Company’s PCI loan balances to PCD and the associated gross-up of $0.1 million, pursuant to the Company’s adoption of ASU 2016-13.

~~(2)The balance of accrued interest receivable excluded from amortized cost and the calculation of the allowance for loan losses amounted to $35.9 million at September 30, 2022.~~

Reserve for Unfunded Commitments

~~Table of Contents~~

Management evaluates the need for a reserve on unfunded lending commitments in a manner consistent with loans held for investment. The Company’s adoption of ASU 2022-02 on January 1, 2023 did not impact the reserve for unfunded lending commitments. Upon adoption of ASU 2016-13 on January 1, 2022, the Company recorded a transition adjustment related to the reserve for unfunded lending commitments of $1.0 million, resulting in a total reserve for unfunded lending commitments of $11.1 million as of January 1, 2022. As of September 30, 2023 and December 31, 2022, the Company’s reserve for unfunded lending commitments was ~~$11.4~~$14.9 million and $13.2 million, respectively, which is recorded within other ~~liabilities.~~liabilities in the Company's Consolidated Balance Sheets.

Portfolio Segmentation

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Management uses a methodology to systematically estimate the amount of expected losses in each segment of loans in the Company’s portfolio. Commercial and industrial business banking, investment commercial real estate, and commercial and industrial loans are evaluated based upon loan-level risk characteristics, historical losses and other factors which form the basis for estimating expected losses. Other portfolios, including owner occupied commercial real estate ~~which~~(which includes ~~commercial and industrial and~~ business banking owner occupied commercial real ~~estate,~~estate), commercial construction, residential mortgages, home equity and consumer loans, are analyzed as groups taking into account delinquency ratios, and the Company’s and peer banks’ historical loss experience. For the purposes of estimating the allowance for loan losses, management segregates the loan portfolio into loan categories that share similar risk characteristics such as the purpose of the loan, repayment source, and collateral. These characteristics are considered when determining the appropriate level of the allowance for each category. Some examples of these risk characteristics unique to each loan category include:

Commercial Lending

Commercial and industrial: The primary risk associated with commercial and industrial loans is the ability of borrowers to achieve business results consistent with those projected at origination. Collateral frequently consists of a first lien position on business assets including, but not limited to, accounts receivable, inventory, aircraft and equipment. The primary repayment source is operating cash flow and, secondarily, the liquidation of assets. Under its lending guidelines, the Company generally requires a corporate or personal guarantee from individuals that hold material ownership in the borrowing entity when the loan-to-value of a commercial and industrial loan is in excess of a specified threshold.

Commercial real estate: Collateral values are established by independent third-party appraisals and evaluations. Primary repayment sources include operating income generated by the real estate, permanent debt refinancing, sale of the real estate and, secondarily, liquidation of the collateral. Under its lending guidelines, the Company generally requires a corporate or personal guarantee from individuals that hold material ownership in the borrowing entity when the loan-to-value of a commercial real estate loan is in excess of a specified threshold.

Commercial construction: These loans are generally considered to present a higher degree of risk than other real estate loans and may be affected by a variety of factors, such as adverse changes in interest rates and the borrower’s ability to control costs and adhere to time schedules. Construction loans are underwritten utilizing feasibility studies, independent appraisal reviews, sensitivity analysis of absorption and lease rates and financial analysis of the developers and property owners. Construction loans are generally based upon estimates of costs and value associated with the completed project. Construction loan repayment is substantially dependent on the ability of the borrower to complete the project and obtain permanent financing.

Business banking: These loans are typically secured by all business assets or commercial real estate. Business banking originations include traditionally underwritten loans as well as partially automated scored loans. Business banking scored loans are determined by utilizing the Company’s proprietary decision matrix that has a number of quantitative factors including, but not limited to, a guarantor’s credit score, industry risk, and time in business. The Company also engages in Small Business Association (“SBA”) ~~lending, both in the business banking and commercial banking divisions.~~lending. The SBA guarantees reduce the Company’s loss due to default and are considered a credit enhancement to the loan structure.

Residential Lending

These loans are made to borrowers who demonstrate the ability to repay principal and interest on a monthly basis. Underwriting considerations include, among others, income sources and their reliability, willingness to repay as evidenced by credit repayment history, financial resources (including cash reserves) and the value of the collateral. The Company maintains policy standards for minimum credit score and cash reserves and maximum loan-to-value consistent with a “prime” portfolio. Collateral consists of mortgage liens on 1-4 family residential dwellings. The policy standards applied to loans originated by the Company are the same as those applied to purchased loans. The Company does not originate or purchase sub-prime or other high-risk loans. Residential loans are originated either for sale to investors or retained in the Company’s loan portfolio.

~~Table of Contents~~

Decisions about whether to sell or retain residential loans are made based on the interest rate characteristics, pricing for loans in the secondary mortgage market, competitive factors and the Company’s capital needs.

Consumer Lending

Consumer home equity: Home equity lines of credit are granted for ten years with monthly interest-only repayment requirements. Full principal repayment is required at the end of the ten-year draw period. Home equity loans are term loans that require the monthly payment of principal and interest such that the loan will be fully amortized at maturity. Underwriting considerations are materially consistent with those utilized in residential real estate. Collateral consists of a senior or subordinate lien on owner-occupied residential property.

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Other consumer: The Company’s policy and underwriting in this category, which is comprised primarily of home improvement, automobile and aircraft loans, include the following factors, among others: income sources and reliability, credit histories, term of repayment, and collateral value, as applicable. These are typically granted on an unsecured basis, with the exception of aircraft and automobile loans.

Credit Quality

Commercial Lending Credit Quality

The credit quality of the Company’s commercial loan portfolio is actively monitored and supported by a comprehensive credit approval process and all large dollar transactions are sent for approval to a committee of seasoned business line and credit professionals. The Company maintains an independent credit risk review function that reports directly to the Risk Management Committee of the Board of Directors. Credits that demonstrate significant deterioration in credit quality are transferred to a specialized group of experienced officers for individual attention.

The Company monitors credit quality indicators and utilizes portfolio scorecards to assess the risk of its commercial portfolio. Specifically, the Company utilizes a 15-point credit risk-rating system to manage risk and identify potential problem loans. Under this point system, risk-rating assignments are based upon a number of quantitative and qualitative factors that are under continual review. Factors include cash flow, collateral coverage, liquidity, leverage, position within the industry, internal controls and management, financial reporting, and other considerations. Commercial loan risk ratings are (re)evaluated for each loan at least once-per-year. The risk-rating categories under the credit risk-rating system are defined as follows:

0 Risk Rating - Unrated

Certain segments of the portfolios are not rated. These segments include aircraft loans, business banking scored loan products, and other commercial loans managed by exception. Loans within this unrated loan segment are monitored by delinquency status; and for lines of credit greater than $100,000 in exposure, an annual review is conducted which includes the review of the business score and loan and deposit account performance. The Company supplements performance data with current business credit scores for the business banking portfolio on a quarterly basis. Unrated commercial and business banking loans are generally restricted to commercial exposure of less than $1.5 million. Loans included in this category generally are not required to provide regular financial reporting or regular covenant monitoring.

For purposes of estimating the allowance for loan losses, unrated loans are considered in the same manner as ~~pass~~“Pass” rated loans. Unrated loans are included with “Pass” rated loans for disclosure purposes.

1-10 Risk Rating – Pass

Loans with a risk rating of 1-10 are classified as “Pass” and are comprised of loans that range from “substantially risk free” which indicates borrowers of unquestioned credit standing, well-established national companies with a very strong financial condition, and loans fully secured by policy conforming cash levels, through “low pass” which indicates acceptable rated loans that may be experiencing weak cash flow, impending lease rollover or minor liquidity concerns.

11 Risk Rating – Special Mention (Potential Weakness)

Loans to borrowers in this category exhibit potential weaknesses or downward trends deserving management’s close attention. While potentially weak, no loss of principal or interest is envisioned. Included in this category are borrowers who are performing as agreed, are weak when compared to industry standards, may be experiencing an interim loss and may be in declining industries. An element of asset quality, financial flexibility or management is below average. The Company does

~~Table of Contents~~

not consider borrowers within this category as new business prospects. Borrowers rated special mention may find it difficult to obtain alternative financing from traditional bank sources.

12 Risk Rating – Substandard (Well-Defined Weakness)

Loans with a risk-rating of 12 exhibit well-defined weaknesses that, if not corrected, may jeopardize the orderly liquidation of the debt. A loan is classified as substandard if it is inadequately protected by the repayment capacity of the obligor or by the collateral pledged. Specifically, repayment under market rates and terms, or by the requirements under the existing loan documents, is in jeopardy, but no loss of principal or interest is envisioned. There is a possibility that a partial loss of principal and/or interest will occur in the future if the deficiencies are not corrected. Loss potential, while existing in the aggregate portfolio of substandard assets, does not have to exist in individual assets classified as substandard. Non-accrual is possible, but not mandatory, in this class.

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13 Risk Rating – Doubtful (Loss Probable)

Loans classified as doubtful have comparable weaknesses as found in the loans classified as substandard, with the added provision that such weaknesses make collection of the debt in full (based on currently existing facts, conditions and values) highly questionable and improbable. Serious problems exist such that a partial loss of principal is likely. The probability of loss exists, but because of reasonably specific pending factors that may work to strengthen the credit, estimated losses are deferred until a more exact status can be determined. Specific reserves will be the amount identified after specific review. Non-accrual is mandatory in this class.

14 Risk Rating – Loss

Loans to borrowers in this category are deemed incapable of repayment. Loans to such borrowers are considered uncollectible and of such little value that continuance as active assets of the Company is not warranted. This classification does not mean that the loans have no recovery or salvage value, but rather, it is not practical or desirable to defer writing off these assets even though partial recovery may occur in the future. Loans in this category have a recorded investment of $0 at the time of the downgrade.

Residential and Consumer Lending Credit Quality

For the Company’s residential and consumer portfolios, the quality of the loan is best indicated by the repayment performance of an individual borrower. Updated appraisals, broker opinions of value and other collateral valuation methods are employed in the residential and consumer portfolios, typically for credits that are deteriorating. Delinquency status is determined using payment performance, while accrual status may be determined using a combination of payment performance, expected borrower viability and collateral value. Delinquent consumer loans are handled by a team of seasoned collection specialists.

The following table details the amortized cost balances of the Company’s loan portfolios, presented by credit quality indicator and origination year as of September 30, ~~2022:~~2023, and gross charge-offs for the nine month period then ended:


		2022		2021		2020		2019		2018		Prior		Revolving Loans		Revolving Loans Converted to Term Loans (1)		Total			2023		2022		2021		2020		2019		Prior		Revolving Loans		Revolving Loans Converted to Term Loans (1)		Total
		(In thousands)																			(In thousands)
Commercial and industrial	Commercial and industrial																			Commercial and industrial
Pass	Pass	$	602,715	$	467,826	$	439,013	$	225,164	$	115,237	$	647,820	$	463,873	$	3,407	$	2,965,055	Pass	$	421,454	$	489,139	$	377,921	$	351,075	$	160,669	$	656,163	$	497,576	$	3,555	$	2,957,552
Special Mention	Special Mention	—		—		—		185		3,667		12		900		—		4,764		Special Mention	8,109		30,704		14,345		13,897		186		633		18,711		456		87,041
Substandard	Substandard	304		13,387		2,963		47		2,688		7,948		390		346		28,073		Substandard	—		12		1,808		422		36		2,672		22,799		—		27,749
Doubtful	Doubtful	—		3,912		—		—		—		37		3,331		—		7,280		Doubtful	—		—		—		—		—		8		—		—		8
Loss	Loss	—		—		—		—		—		—		—		—		—		Loss	—		—		—		—		—		—		—		—		—
Total commercial and industrial	Total commercial and industrial	603,019		485,125		441,976		225,396		121,592		655,817		468,494		3,753		3,005,172		Total commercial and industrial	429,563		519,855		394,074		365,394		160,891		659,476		539,086		4,011		3,072,350
Current period gross charge-offs																				Current period gross charge-offs	—		—		—		—		—		11		—		—		11

Commercial real estate	Commercial real estate																			Commercial real estate
Pass	Pass	1,179,141		835,810		592,293		620,120		463,910		1,092,428		45,902		4,231		4,833,835		Pass	372,774		1,467,477		858,225		575,634		524,549		1,342,646		59,152		2,585		5,203,042
Special Mention	Special Mention	—		—		16,144		703		35,360		9,986		—		—		62,193		Special Mention	—		—		—		744		2,395		28,343		—		—		31,482
Substandard	Substandard	3,520		50		2,683		19,877		15,837		36,532		8,000		—		86,499		Substandard	—		—		15,356		3,990		50,704		54,851		8,005		—		132,906
Doubtful	Doubtful	—		—		—		—		—		—		—		—		—		Doubtful	—		—		—		—		—		25,797		—		—		25,797
Loss																				Loss	—		—		—		—		—		—		—		—		—
Total commercial real estate																				Total commercial real estate	372,774		1,467,477		873,581		580,368		577,648		1,451,637		67,157		2,585		5,393,227
Current period gross charge-offs																				Current period gross charge-offs	—		—		—		—		—		—		—		—		—

Commercial construction																				Commercial construction
Pass																				Pass	99,843		140,590		124,288		—		—		—		10,727		—		375,448
Special Mention																				Special Mention	5,182		—		—		7		—		—		—		—		5,189
Substandard																				Substandard	—		—		—		—		—		—		—		—		—
Doubtful																				Doubtful	—		—		—		—		—		—		—		—		—
Loss																				Loss	—		—		—		—		—		—		—		—		—
Total commercial construction																				Total commercial construction	105,025		140,590		124,288		7		—		—		10,727		—		380,637

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Loss		—		—		—		—		—		—		—		—		—
Total commercial real estate		1,182,661		835,860		611,120		640,700		515,107		1,138,946		53,902		4,231		4,982,527

Commercial construction
Pass		71,700		169,318		24,920		32,909		—		—		11,524		—		310,371
Special Mention		—		—		2,101		—		—		—		—		—		2,101
Substandard		—		—		—		—		—		—		—		—		—
Doubtful		—		—		—		—		—		—		—		—		—
Loss		—		—		—		—		—		—		—		—		—
Total commercial construction		71,700		169,318		27,021		32,909		—		—		11,524		—		312,472
Current period gross charge-offs																				Current period gross charge-offs	—		—		—		—		—		—		—		—		—

Business banking	Business banking																			Business banking
Pass	Pass	139,053		224,855		175,102		130,091		62,448		246,849		78,458		3,908		1,060,764		Pass	107,950		164,497		187,765		152,567		117,485		252,479		71,942		3,433		1,058,118
Special Mention	Special Mention	—		—		4,704		4,139		3,820		5,729		1,070		—		19,462		Special Mention	—		572		1,446		3,579		3,778		8,233		1,019		27		18,654
Substandard	Substandard	—		2,160		1,679		4,072		769		10,418		652		770		20,520		Substandard	1,401		611		3,554		2,127		1,069		3,452		647		584		13,445
Doubtful	Doubtful	—		—		—		191		—		82		—		—		273		Doubtful	—		—		—		20		1,079		500		—		—		1,599
Loss	Loss	—		—		—		—		—		—		—		—		—		Loss	—		—		—		—		—		—		—		—		—
Total business banking	Total business banking	139,053		227,015		181,485		138,493		67,037		263,078		80,180		4,678		1,101,019		Total business banking	109,351		165,680		192,765		158,293		123,411		264,664		73,608		4,044		1,091,816
Current period gross charge-offs																				Current period gross charge-offs	—		111		62		56		102		250		23		296		900

Residential real estate	Residential real estate																			Residential real estate
Current and accruing	Current and accruing	378,210		711,207		389,001		104,011		70,055		455,291		—		—		2,107,775		Current and accruing	203,704		742,941		672,492		362,610		95,373		464,070		—		—		2,541,190
30-89 days past due and accruing	30-89 days past due and accruing	723		2,671		707		1,574		1,281		7,453		—		—		14,409		30-89 days past due and accruing	441		4,032		4,343		905		940		8,855		—		—		19,516
Loans 90 days or more past due and still accruing	Loans 90 days or more past due and still accruing	—		—		—		—		—		—		—		—		—		Loans 90 days or more past due and still accruing	—		—		—		—		—		—		—		—		—
Non-accrual	Non-accrual	—		—		202		293		1,016		7,002		—		—		8,513		Non-accrual	105		726		454		1,000		288		5,502		—		—		8,075
Total residential real estate	Total residential real estate	378,933		713,878		389,910		105,878		72,352		469,746		—		—		2,130,697		Total residential real estate	204,250		747,699		677,289		364,515		96,601		478,427		—		—		2,568,781
Current period gross charge-offs																				Current period gross charge-offs	—		—		—		—		—		—		—		—		—

Consumer home equity	Consumer home equity																			Consumer home equity
Current and accruing	Current and accruing	74,271		11,284		6,113		5,145		22,589		78,717		956,474		6,378		1,160,971		Current and accruing	27,721		86,954		9,557		5,189		4,356		84,939		954,862		7,028		1,180,606
30-89 days past due and accruing	30-89 days past due and accruing	—		—		—		83		101		646		5,110		—		5,940		30-89 days past due and accruing	—		196		—		—		—		647		7,675		377		8,895
Loans 90 days or more past due and still accruing	Loans 90 days or more past due and still accruing	—		—		—		—		—		—		—		—		—		Loans 90 days or more past due and still accruing	—		—		—		—		—		—		—		—		—
Non-accrual	Non-accrual	—		—		—		—		382		1,148		3,390		160		5,080		Non-accrual	—		67		—		—		—		1,788		5,472		179		7,506
Total consumer home equity	Total consumer home equity	74,271		11,284		6,113		5,228		23,072		80,511		964,974		6,538		1,171,991		Total consumer home equity	27,721		87,217		9,557		5,189		4,356		87,374		968,009		7,584		1,197,007
Current period gross charge-offs																				Current period gross charge-offs	—		—		—		—		—		—		7		—		7

Other consumer	Other consumer																			Other consumer
Current and accruing	Current and accruing	42,452		34,736		19,085		20,170		23,645		20,694		18,490		10		179,282		Current and accruing	72,222		39,286		26,060		13,635		12,949		18,047		13,030		112		195,341
30-89 days past due and accruing	30-89 days past due and accruing	77		114		94		59		354		220		52		—		970		30-89 days past due and accruing	126		143		61		19		68		183		28		—		628
Loans 90 days or more past due and still accruing	Loans 90 days or more past due and still accruing	—		—		—		—		—		—		—		—		—		Loans 90 days or more past due and still accruing	—		—		—		—		—		—		—		—		—
Non-accrual	Non-accrual	41		25		56		74		80		107		92		—		475		Non-accrual	13		62		10		—		—		47		—		49		181
Total other consumer	Total other consumer	42,570		34,875		19,235		20,303		24,079		21,021		18,634		10		180,727		Total other consumer	72,361		39,491		26,131		13,654		13,017		18,277		13,058		161		196,150
Current period gross charge-offs																				Current period gross charge-offs	746		307		296		90		84		200		160		—		1,883

Total	Total	$	2,492,207	$	2,477,355	$	1,676,860	$	1,168,907	$	823,239	$	2,629,119	$	1,597,708	$	19,210	$	12,884,605	Total	$	1,321,045	$	3,168,009	$	2,297,685	$	1,487,420	$	975,924	$	2,959,855	$	1,671,645	$	18,385	$	13,899,968

(1)The amounts presented represent the amortized cost as of September 30, ~~2022~~2023 of revolving loans that were converted to term loans during the nine months ended September 30, ~~2022.~~2023.

~~Paycheck Protection Program (“PPP”) loans are included within~~The following table details the ~~unrated category~~amortized cost balances of the ~~commercial~~Company’s loan portfolios, presented by credit quality indicator and industrial and business banking portfolios in the table above. Commercial and industrial PPP loans and business banking PPP loans amounted to $5.3 million and $17.8 million, respectively, at September 30, 2022 and $112.8 million and $218.6 million respectively, at origination year as of December 31, ~~2021 on a recorded investment basis.~~ 2022:


	2022		2021		2020		2019		2018		Prior		Revolving Loans		Revolving Loans Converted to Term Loans (1)		Total
	(In thousands)
Commercial and industrial
Pass	$	778,144	$	479,317	$	415,990	$	199,865	$	100,716	$	639,825	$	473,148	$	50	$	3,087,055
Special Mention	2,298		1,307		7,267		4,841		147		—		1,196		670		17,726
Substandard	294		4,954		2,644		46		2,598		7,854		485		346		19,221
Doubtful	—		5,249		—		—		—		23		3,254		—		8,526
Loss	—		—		—		—		—		—		—		—		—

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Total commercial and industrial	780,736		490,827		425,901		204,752		103,461		647,702		478,083		1,066		3,132,528

Commercial real estate
Pass	1,510,675		825,620		586,567		581,840		461,296		1,006,160		52,590		4,187		5,028,935
Special Mention	—		—		771		4,204		15,366		12,255		—		—		32,596
Substandard	—		—		2,621		19,796		24,532		34,883		8,000		—		89,832
Doubtful	—		—		—		—		—		—		—		—		—
Loss	—		—		—		—		—		—		—		—		—
Total commercial real estate	1,510,675		825,620		589,959		605,840		501,194		1,053,298		60,590		4,187		5,151,363

Commercial construction
Pass	91,397		178,648		28,956		20,767		—		—		12,130		—		331,898
Special Mention	—		—		2,361		—		—		—		—		—		2,361
Substandard	—		—		—		—		—		—		—		—		—
Doubtful	—		—		—		—		—		—		—		—		—
Loss	—		—		—		—		—		—		—		—		—
Total commercial construction	91,397		178,648		31,317		20,767		—		—		12,130		—		334,259

Business banking
Pass	178,806		202,230		170,088		128,282		59,452		233,484		78,080		4,770		1,055,192
Special Mention	—		991		4,635		4,605		3,740		7,584		145		—		21,700
Substandard	—		3,482		1,424		2,663		570		7,505		2,230		221		18,095
Doubtful	—		—		—		181		—		70		—		—		251
Loss	—		—		—		—		—		—		—		—		—
Total business banking	178,806		206,703		176,147		135,731		63,762		248,643		80,455		4,991		1,095,238

Residential real estate
Current and accruing	761,442		696,959		382,262		99,494		66,702		434,720		—		—		2,441,579
30-89 days past due and accruing	4,652		5,470		1,245		2,762		2,951		11,646		—		—		28,726
Loans 90 days or more past due and still accruing	—		—		—		—		—		—		—		—		—
Non-accrual	—		—		144		1,491		1,015		7,100		—		—		9,750
Total residential real estate	766,094		702,429		383,651		103,747		70,668		453,466		—		—		2,480,055

Consumer home equity
Current and accruing	97,395		10,774		5,840		5,015		21,092		73,927		953,829		7,320		1,175,192
30-89 days past due and accruing	559		—		—		—		72		944		7,239		247		9,061
Loans 90 days or more past due and still accruing	—		—		—		—		—		—		—		—		—
Non-accrual	—		—		—		61		274		1,303		5,120		296		7,054
Total consumer home equity	97,954		10,774		5,840		5,076		21,438		76,174		966,188		7,863		1,191,307

Other consumer
Current and accruing	55,414		32,390		17,641		18,298		18,832		16,603		17,476		—		176,654
30-89 days past due and accruing	143		68		43		61		240		178		58		7		798
Loans 90 days or more past due and still accruing	—		—		—		—		—		—		—		—		—
Non-accrual	31		93		39		2		92		44		15		10		326
Total other consumer	55,588		32,551		17,723		18,361		19,164		16,825		17,549		17		177,778

Total	$	3,481,250	$	2,447,552	$	1,630,538	$	1,094,274	$	779,687	$	2,496,108	$	1,614,995	$	18,124	$	13,562,528

(1)The ~~Company does not have an allowance for loan losses for PPP~~amounts presented represent the amortized cost as of December 31, 2022 of revolving loans ~~as they are 100% guaranteed by~~that were converted to term loans during the ~~SBA.~~year ended December 31, 2022.

Asset Quality

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The Company manages its loan portfolio with careful monitoring. As a general rule, loans more than 90 days past due with respect to principal and interest are classified as non-accrual loans. Exceptions may be made if management believes that collateral held by the Company is clearly sufficient and in full satisfaction of both principal and interest. The Company may also use discretion regarding other loans over 90 days delinquent if the loan is well secured and in the process of collection. Non-accrual loans and loans that are more than 90 days past due but still accruing interest are considered non-performing loans.

Non-accrual loans may be returned to an accrual status when principal and interest payments are no longer delinquent, and the risk characteristics of the loan have improved to the extent that there no longer exists a concern as to the collectability of principal and interest. Loans are considered past due based upon the number of days delinquent according to their contractual terms.

A loan is expected to remain on non-accrual status until it becomes current with respect to principal and interest, the loan is liquidated, or the loan is determined to be uncollectible and is charged-off against the allowance for loan losses.

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


		As of September 30, 2022													As of September 30, 2023
		30-59 Days Past Due		60-89 Days Past Due		90 or More Days Past Due		Total Past Due		Current		Total Loans			30-59 Days Past Due		60-89 Days Past Due		90 or More Days Past Due		Total Past Due		Current		Total Loans
		(In thousands)													(In thousands)
Commercial and industrial	Commercial and industrial	$	—	$	304	$	1,994	$	2,298	$	3,002,874	$	3,005,172	Commercial and industrial	$	1,030	$	—	$	465	$	1,495	$	3,070,855	$	3,072,350
Commercial real estate	Commercial real estate	—		—		—		—		4,982,527		4,982,527		Commercial real estate	—		—		—		—		5,393,227		5,393,227
Commercial construction	Commercial construction	—		—		—		—		312,472		312,472		Commercial construction	—		—		—		—		380,637		380,637
Business banking	Business banking	5,591		1,188		3,609		10,388		1,090,631		1,101,019		Business banking	4,536		1,846		1,539		7,921		1,083,895		1,091,816
Residential real estate	Residential real estate	12,572		1,905		6,588		21,065		2,109,632		2,130,697		Residential real estate	17,988		2,846		5,621		26,455		2,542,326		2,568,781
Consumer home equity	Consumer home equity	4,560		1,752		4,485		10,797		1,161,194		1,171,991		Consumer home equity	6,232		2,661		7,430		16,323		1,180,684		1,197,007
Other consumer	Other consumer	720		286		439		1,445		179,282		180,727		Other consumer	470		158		181		809		195,341		196,150
Total	Total	$	23,443	$	5,435	$	17,115	$	45,993	$	12,838,612	$	12,884,605	Total	$	30,256	$	7,511	$	15,236	$	53,003	$	13,846,965	$	13,899,968


		As of December 31, 2021													As of December 31, 2022
		30-59 Days Past Due		60-89 Days Past Due		90 or More Days Past Due		Total Past Due		Current		Total Loans			30-59 Days Past Due		60-89 Days Past Due		90 or More Days Past Due		Total Past Due		Current		Total Loans
		(In thousands)													(In thousands)
Commercial and industrial	Commercial and industrial	$	45	$	31	$	1,672	$	1,748	$	2,958,779	$	2,960,527	Commercial and industrial	$	1,300	$	385	$	2,074	$	3,759	$	3,128,769	$	3,132,528
Commercial real estate	Commercial real estate	25,931		—		1,196		27,127		4,495,386		4,522,513		Commercial real estate	—		—		—		—		5,151,363		5,151,363
Commercial construction	Commercial construction	—		—		—		—		222,328		222,328		Commercial construction	—		—		—		—		334,259		334,259
Business banking	Business banking	5,043		1,793		4,640		11,476		1,323,218		1,334,694		Business banking	6,642		845		3,517		11,004		1,084,234		1,095,238
Residential real estate	Residential real estate	17,523		3,511		5,543		26,577		1,900,233		1,926,810		Residential real estate	25,877		3,852		6,456		36,185		2,443,870		2,480,055
Consumer home equity	Consumer home equity	3,774		1,510		4,571		9,855		1,090,298		1,100,153		Consumer home equity	8,262		1,108		6,525		15,895		1,175,412		1,191,307
Other consumer	Other consumer	1,194		548		889		2,631		211,854		214,485		Other consumer	634		170		320		1,124		176,654		177,778
Total (1)	Total (1)	$	53,510	$	7,393	$	18,511	$	79,414	$	12,202,096	$	12,281,510	Total (1)	$	42,715	$	6,360	$	18,892	$	67,967	$	13,494,561	$	13,562,528

(1)The amounts presented in the table above represent the recorded investment balance of loans as of December 31, ~~2021.~~2022.

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The following table presents information regarding non-accrual loans as of the dates indicated:


		As of September 30, 2022								As of December 31, 2021					As of September 30, 2023						As of December 31, 2022
		Non-Accrual Loans With ACL		Non-Accrual Loans Without ACL (3)		Total Non-Accrual Loans		Amortized Cost of Loans >90 DPD and Still Accruing (2)		Total Non-Accrual Loans (1)		Recorded Investment >90 DPD and Still Accruing			Non-Accrual Loans With ACL		Non-Accrual Loans Without ACL (1)		Total Nonaccrual Loans		Non-Accrual Loans With ACL		Non-Accrual Loans Without ACL (1)		Total Nonaccrual Loans
		(In thousands)													(In thousands)
Commercial and industrial	Commercial and industrial	$	3,363	$	8,910	$	12,273	$	—	$	12,400	$	—	Commercial and industrial	$	4	$	466	$	470	$	3,270	$	10,707	$	13,977
Commercial real estate	Commercial real estate	—		—		—		—		—		1,196		Commercial real estate	25,797		—		25,797		—		—		—
Commercial construction	Commercial construction	—		—		—		—		—		—		Commercial construction	—		—		—		—		—		—
Business banking	Business banking	6,934		679		7,613		—		8,230		—		Business banking	5,422		14		5,436		5,844		1,653		7,497
Residential real estate	Residential real estate	8,513		—		8,513		—		6,681		769		Residential real estate	8,075		—		8,075		9,750		—		9,750
Consumer home equity	Consumer home equity	5,080		—		5,080		—		4,732		25		Consumer home equity	7,506		—		7,506		7,054		—		7,054
Other consumer	Other consumer	461		14		475		—		950		—		Other consumer	181		—		181		326		—		326
Total non-accrual loans	Total non-accrual loans	$	24,351	$	9,603	$	33,954	$	—	$	32,993	$	1,990	Total non-accrual loans	$	46,985	$	480	$	47,465	$	26,244	$	12,360	$	38,604

(1)~~The amounts presented represent the recorded investment balance of loans as of December 31, 2021.~~

~~(2)“DPD” indicated in the table above refers to “days past due.”~~

~~(3)~~The loans on non-accrual status and without an ACL as of both September 30, 2023 and December 31, 2022, were primarily comprised of collateral dependent loans for which the fair value of the underlying loan collateral exceeded the loan carrying value.

The amount of interest income recognized on non-accrual loans during the three and nine months ended September 30, 2023 and 2022 was not significant. As of both September 30, 2023 and December 31, 2022, there were no loans greater than 90 days past due and still accruing.

It is the Company’s policy to reverse any accrued interest when a loan is put on non-accrual status and, generally, to record any payments received from a borrower related to a loan on non-accrual status as a reduction of the amortized cost basis of the loan. Accrued interest reversed against interest income for the three and nine months ended September 30, 2023 and 2022 was ~~insignificant.~~not significant.

For collateral values for residential mortgage and home equity loans, the Company relies primarily upon third-party valuation information from certified appraisers and values are generally based upon recent appraisals of the underlying collateral, brokers’ opinions based upon recent sales of comparable properties, or estimated auction or liquidation values less estimated costs to sell. As of ~~both~~ September 30, ~~2022~~2023 and December 31, ~~2021,~~2022, the Company had collateral-dependent residential mortgage and home equity loans totaling $0.9 million and $0.6 ~~million.~~million, respectively.

For collateral-dependent commercial loans, the amount of the allowance for loan losses is individually assessed based upon the fair value of the collateral. Various types of collateral are used, including real estate, inventory, equipment, accounts receivable, securities and cash, among others. For commercial real estate loans, the Company relies primarily upon third-party valuation information from certified appraisers and values are generally based upon recent appraisals of the underlying collateral, brokers’ opinions based upon recent sales of comparable properties, estimated equipment auction or liquidation values, income capitalization, or a combination of income capitalization and comparable sales. As of September 30, ~~2022~~2023 and December 31, ~~2021,~~2022, the Company had collateral-dependent commercial loans totaling ~~$12.8~~$27.8 million and ~~$13.1~~$16.2 million, respectively.

Appraisals for all loan types are obtained at the time of loan origination as part of the loan approval process and are updated at the time of a loan modification and/or refinance and as considered necessary by management for impairment review purposes. In addition, appraisals are updated as required by regulatory pronouncements.

As of both September 30, ~~2022~~2023 and December 31, ~~2021,~~2022, the Company had no residential real estate held in other real estate owned (“OREO”). As of ~~both~~ September 30, ~~2022 and~~2023, there was one residential real estate loan, which had a balance of $0.1 million, collateralized by residential real estate property for which formal foreclosure proceedings were in-process. As of December 31, ~~2021,~~2022, there were no mortgage loans collateralized by residential real estate property for which formal foreclosure proceedings were in-process. As of September 30, 2023, there were three consumer home equity loans, which had a total balance of $0.4 million, collateralized by residential real estate property for which formal foreclosure proceedings were in-process. As of December 31, 2022, there were no consumer home equity loans collateralized by residential real estate property for which formal foreclosure proceedings were in-process.

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InLoan Modifications to Borrowers Experiencing Financial Difficulty

The following table shows the ~~normal course~~amortized cost balance as of ~~business,~~September 30, 2023 of loans modified during the ~~Company may become aware~~periods noted below to borrowers experiencing financial difficulty by the type of ~~possible credit problems~~concession granted:


	Three Months Ended September 30, 2023				Nine Months Ended September 30, 2023
	Amortized Cost Balance		% of Total Portfolio		Amortized Cost Balance		% of Total Portfolio
	(Dollars in thousands)
Interest Rate Reduction:
Business banking	$	—	—	%	$	46	0.00	%
Residential real estate	—		—	%	305		0.01	%
Consumer home equity	203		0.02	%	1,441		0.12	%
Total interest rate reduction	$	203	0.00	%	$	1,792	0.01	%
Other-than-Insignificant Delay in Repayment:
Business banking	$	21	0.00	%	$	21	0.00	%
Residential real estate	2,084		0.08	%	2,517		0.10	%
Consumer home equity	84		0.01	%	684		0.06	%
Total other-than-insignificant delay in repayment	$	2,189	0.02	%	$	3,222	0.02	%
Term Extension:
Business banking	—		—	%	259		0.02	%
Total term extension	$	—	—	%	$	259	0.00	%
Combination—Interest Rate Reduction & Other-than-Insignificant Delay in Repayment:
Business banking	$	—	—	%	$	90	0.01	%
Consumer home equity	428		0.04	%	603		0.05	%
Total combination—interest rate reduction & other-than-insignificant delay in repayment	$	428	0.00	%	$	693	0.00	%
Combination—Interest Rate Reduction & Term Extension:
Business banking	$	41	0.00	%	$	551	0.05	%
Consumer home equity	—		—	%	216		0.02	%
Total combination—interest rate reduction & term extension	$	41	0.00	%	$	767	0.01	%
Combination—Term Extension & Other-than-Insignificant Delay in Repayment:
Business banking	$	—	—	%	$	26	0.00	%
Residential real estate	—		—	%	141		0.01	%
Total combination—term extension & other-than-insignificant delay in repayment	$	—	—	%	$	167	0.00	%
Combination—Interest Rate Reduction, Term Extension & Other-than-Insignificant Delay in Repayment
Business banking	$	—	—	%	$	23	0.00	%
Residential real estate	—		—	%	83		0.00	%

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Total combination—interest rate reduction, term extension & other-than-insignificant delay in repayment	$	—	—	%	$	106	0.00	%
Total by portfolio segment
Business banking	$	62	0.01	%	$	1,016	0.09	%
Residential real estate	2,084		0.08	%	3,046		0.12	%
Consumer home equity	715		0.06	%	2,944		0.25	%
Total	$	2,861	0.02	%	$	7,006	0.05	%

The following table describes the financial effect of the modifications made during the three months ended September 30, 2023 to borrowers experiencing financial difficulty:

Loan Type

Financial Effect (1)

Interest Rate Reduction

Business banking

Reduced weighted-average contractual interest rate from 12.7% to 8.5%.

Consumer home equity

Reduced weighted-average contractual interest rate from 8.0% to 4.8%.

Other-than-Insignificant Delay in Repayment

Business banking

Deferred a weighted average of 6 payments. For the principal and interest deferral, the loan was re-amortized over an extended payment period resulting in reduced monthly payment amounts for the borrower.

Residential real estate

Deferred a weighted average of 8 principal and interest payments which were added to the end of the loan life.

Consumer home equity

Deferred a weighted average of 3 principal and interest payments which were added to the end of the loan life.

Term Extension

Business banking

Added a weighted-average 4.8 years to the life of loans, which reduced monthly payment amounts for the borrowers.

(1)Loans that were modified in ~~which~~more than one manner are included in each modification type corresponding to the type of modifications performed.

The following table describes the financial effect of the modifications made during the nine months ended September 30, 2023 to borrowers ~~exhibit potential~~experiencing financial difficulty:

Loan Type

Financial Effect (1)

Interest Rate Reduction

Business banking

Reduced weighted-average contractual interest rate from 9.8% to 7.4%.

Residential real estate

Reduced weighted-average contractual interest rate from 5.4% to 3.6%.

Consumer home equity

Reduced weighted-average contractual interest rate from 7.4% to 4.4%.

Other-than-Insignificant Delay in Repayment

Business banking

Deferred a weighted average of 2 payments. For principal and interest deferrals, the loans were re-amortized over an extended payment period resulting in reduced monthly payment amounts for the borrowers. For interest-only deferrals, interest accrued at the time of the modification was added to the end of the loan life.

Residential real estate

Deferred a weighted average of 8 principal and interest payments which were added to the end of the loan life.

Consumer home equity

Deferred a weighted average of 7 principal and interest payments which were added to the end of the loan life.

Term Extension

Business banking

Added a weighted-average 5.1 years to the life of loans, which reduced monthly payment amounts for the borrowers.

Residential real estate

Added a weighted-average 23.7 years to the life of loans, which reduced monthly payment amounts for the borrowers.

Consumer home equity

Added a weighted-average 17.2 years to the life of loans, which reduced monthly payment amounts for the borrowers.

(1)Loans that were modified in more than one manner are included in each modification type corresponding to the ~~inability~~type of modifications performed.

As of September 30, 2023, no loans to ~~comply with~~borrowers experiencing financial difficulty modified during the ~~contractual terms~~nine months ended had a payment default during the nine months ended September 30, 2023.

Table of ~~their loans, but which currently do not yet meet~~Contents

Management closely monitors the ~~criteria for classification as non-performing loans (which consist~~performance of ~~non-accrual loans and~~ loans that are ~~more than 90 days~~modified to borrowers experiencing financial difficulty to understand the effectiveness of its modification efforts. The following table shows the age analysis of past due ~~but still accruing interest). Based upon~~loans to borrowers experiencing financial difficulty as of September 30, 2023 that were modified during the ~~Company’s past experiences, some of the loans with potential weaknesses will ultimately be restructured or placed in non-accrual status.~~ nine months ended September 30, 2023:


	As of September 30, 2023
	30-59 Days Past Due		60-89 Days Past Due		90 or More Days Past Due		Total Past Due		Current		Total
	(In thousands)
Business banking	$	20	$	—	$	—	$	20	$	997	$	1,017
Residential real estate	113		—		—		113		2,933		3,046
Consumer home equity	—		400		—		400		2,543		2,943
Total	$	133	$	400	$	—	$	533	$	6,473	$	7,006

As of ~~both~~ September 30, ~~2022~~2023, there were no additional commitments to lend to borrowers experiencing financial difficulty and ~~December 31, 2021, management is unable to reasonably estimate~~which were modified during the ~~amount~~three and nine months ended September 30, 2023 in the form of ~~these loans that will be restructured~~principal forgiveness, an interest rate reduction, an other-than-insignificant delay in repayment, or ~~placed on non-accrual status.~~a term extension.

Troubled Debt Restructurings (“TDR”)

As described previously in Note 2, “Summary of Significant Accounting Policies,” the Company adopted ASU 2022-02 on January 1, 2023 which eliminated TDR accounting. Previously, in cases where a borrower ~~experiences~~experienced financial difficulty and the Company ~~makes~~made certain concessionary modifications to contractual terms, the loan iswas classified as a TDR. The process through which management ~~identifies~~identified loans as TDR loans, the methodology employed to record any loan losses, and the calculation of any shortfall on collateral dependent loans is ~~also~~ described within Note 2, “Summary of Significant Accounting ~~Policies"~~Policies” .

~~In response~~within the Notes to the novel coronavirus (“COVID-19”) pandemic, the Company has granted loan modifications to allow deferral of payments for borrowers negatively impacted by the COVID-19 pandemic. Modifications granted to customers allowed for full payment deferrals (principal and interest) or deferral of only principal payments. The balance of loans which underwent a modification and have not yet resumed payment as of September 30, 2022 and December 31, 2021 was $17.7 million and $106.7 million, respectively. The Company defines a modified loan to have resumed payment if it is one month past the modification end date and not more than 30 days past due. These modifications with active deferrals met the criteria of either Section 4013 of the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”) or the Interagency Statement on Loan Modifications and Reporting forConsolidated Financial Institutions Working with Customers Affected by the Coronavirus (Revised) at the time of such modification, and therefore are not deemed troubled debt restructurings, referred to as TDRs. Additionally, loans that are performing in accordance with the contractual terms of the modification are not reflected as being past due and therefore are not impacting non-accrual or delinquency totals as of September 30, 2022 and December 31, 2021. The Company continued to accrue interest on these COVID-19 modified loans and evaluated the deferred interest for collectability as of September 30, 2022 and December 31, 2021.

The Consolidated Appropriations Act, which was enacted on December 27, 2020, extended certain provisions related to the COVID-19 pandemic in the United States (which were due to expire) and provided additional emergency relief to individuals and businesses. IncludedStatements included within the ~~provisions of the Consolidated Appropriations Act was the extension~~Company’s 2022 Form 10-K. The below disclosures regarding TDRs relate to January 1, 2022 of Section 4013 of the CARES Act, which provided relief from a requirement to evaluate loans that had received a COVID-19 modification to determine if the loans required TDR treatment, provided certain criteriaprior periods and were ~~met. As such, the Company applied the TDR relief granted pursuant to such section to any qualifying loan modification executed during the allowable time period.~~included for comparative purposes.

The Company’s policy iswas to have any TDR loan which iswas on non-accrual status prior to being modified remain on non-accrual status for approximately six months subsequent to being modified before management ~~considers~~considered its return to accrual status. If the TDR loan iswas on accrual status prior to being modified, it iswas reviewed to determine if the modified loan should remain on accrual status.

TDR loan information as of December 31, ~~2021~~2022 and the ~~period then~~nine months ended September 30, 2022 was prepared in accordance with GAAP effective for the Company as of December 31, ~~2021,~~2022, or prior to the ~~Company's~~Company’s adoption of ASU ~~2016-13.~~

~~Table of Contents~~

2022-02.

The following ~~tables show~~table shows the TDR loans on accrual and non-accrual status as of ~~the dates indicated:~~

As of September 30, 2022
TDRs on Accrual Status TDRs on Non-Accrual Status Total TDRs
Number of Loans Balance of
Loans Number of
Loans Balance of
Loans Number of
Loans Balance of
Loans
(Dollars in thousands)
Commercial and industrial 2 $ 7,087 10 $ 10,248 12 $ 17,335
Commercial real estate 1 3,520 — — 1 3,520
Business banking 7 3,729 20 998 27 4,727
Residential real estate 117 18,268 26 3,340 143 21,608
Consumer home equity 55 3,671 16 855 71 4,526
Other consumer — — 1 14 1 14
Total 182 $ 36,275 73 $ 15,455 255 $ 51,730

As of December 31, 2021
TDRs on Accrual Status TDRs on Non-Accrual Status Total TDRs
Number of Loans Balance of
Loans Number of Loans Balance of
Loans Number of Loans Balance of
Loans
(Dollars in thousands)
Commercial and industrial 1 $ 3,745 6 $ 9,983 7 $ 13,728
Commercial real estate 1 3,520 — — 1 3,520
Business banking 5 3,830 3 383 8 4,213
Residential real estate 121 19,119 27 3,015 148 22,134
Consumer home equity 67 3,104 16 818 83 3,922
Other consumer 2 18 — — 2 18
Total (1) 197 $ 33,336 52 $ 14,199 249 $ 47,535
December 31, 2022:

~~(1)~~
~~The amounts presented in~~


	TDRs on Accrual Status			TDRs on Non-Accrual Status			Total TDRs
	Number of Loans	Balance of Loans		Number of Loans	Balance of Loans		Number of Loans	Balance of Loans
	(Dollars in thousands)
Commercial and industrial	2	$	4,449	9	$	11,317	11	$	15,766
Business banking	11	4,124		22	2,101		33	6,225
Residential real estate	114	17,618		28	4,016		142	21,634
Consumer home equity	51	2,632		19	1,917		70	4,549
Other consumer	1	11		—	—		1	11
Total	179	$	28,834	78	$	19,351	257	$	48,185

At December 31, 2022, the ~~table above represent the~~outstanding recorded investment ~~balance~~ of loans ~~as of~~that were new TDR loans during the year ended December 31, ~~2021.~~

2022 was $11.0 million. The amount of allowance for loan losses associated with the TDR loans was $1.8 million ~~and $3.4 million~~ at ~~September 30, 2022 and~~ December 31, ~~2021, respectively.~~2022. There were no additional commitments to lend to borrowers who have been party to a TDR as of ~~both September 30, 2022 and~~ December 31, ~~2021.~~2022.

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The following ~~tables show~~table shows the modifications which occurred during the periods indicated and the change in the recorded investment subsequent to the modifications occurring:


		For the Three Months Ended September 30, 2022					For the Nine Months Ended September 30, 2022						For the Three Months Ended September 30, 2022					For the Nine Months Ended September 30, 2022
		Number of Contracts	Pre- Modification Outstanding Recorded Investment		Post- Modification Outstanding Recorded Investment (1)		Number of Contracts	Pre-Modification Outstanding Recorded Investment		Post- Modification Outstanding Recorded Investment (1)			Number of Contracts	Pre- Modification Outstanding Recorded Investment		Post- Modification Outstanding Recorded Investment (1)		Number of Contracts	Pre-Modification Outstanding Recorded Investment		Post- Modification Outstanding Recorded Investment (1)
		(Dollars in thousands)											(Dollars in thousands)
Commercial and industrial	Commercial and industrial	3	$	2,997	$	2,997	4	$	5,415	$	5,415	Commercial and industrial	3	$	2,997	$	2,997	4	$	5,415	$	5,415
Business banking	Business banking	9	284		284		20	854		862		Business banking	9	284		284		20	854		862
Residential real estate	Residential real estate	5	1,170		1,170		8	1,899		1,899		Residential real estate	5	1,170		1,170		8	1,899		1,899
Consumer home equity	Consumer home equity	4	1,236		1,236		6	1,468		1,468		Consumer home equity	4	1,236		1,236		6	1,468		1,468
Total	Total	21	$	5,687	$	5,687	38	$	9,636	$	9,644	Total	21	$	5,687	$	5,687	38	$	9,636	$	9,644

(1)The post-modification balances represent the balance of the loan on the date of modification. These amounts may show an increase when modification includes capitalization of interest.

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For the Three Months Ended September 30, 2021 For the Nine Months Ended September 30, 2021
Number
of
Contracts Pre-
Modification
Outstanding
Recorded
Investment Post-
Modification
Outstanding
Recorded
Investment (1) Number
of
Contracts Pre-Modification
Outstanding
Recorded
Investment Post-
Modification
Outstanding
Recorded
Investment (1)
(Dollars in thousands)
Business banking — $ — $ — 1 $ 462 $ 462
Residential real estate — — — 1 295 295
Consumer home equity 2 200 200 2 200 200
Total 2 $ 200 $ 200 4 $ 957 $ 957

~~(1)The post-modification balances represent the balance of the loan on the date of modification. These amounts may show an increase when modification includes capitalization of interest.~~

At September 30, 2022 and December 31, 2021, the outstanding recorded investment of loans that were new TDR loans during the nine months ended September 30, 2022 and the year ended December 31, 2021 was $9.2 million and $0.8 million, respectively. The difference between such balances reported on an amortized cost basis and recorded investment basis at both September 30, 2022 and December 31, 2021 was not significant.

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


		For the Three Months Ended September 30,				For the Nine Months Ended September 30,
		2022		2021		2022		2021			For the Three Months Ended September 30, 2022		For the Nine Months Ended September 30, 2022
		(In thousands)									(In thousands)
Extended maturity	Extended maturity	$	—	$	200	$	997	$	200	Extended maturity	—		997
Adjusted interest rate and extended maturity	Adjusted interest rate and extended maturity	123		—		535		—		Adjusted interest rate and extended maturity	123		535
Interest only/principal deferred	Interest only/principal deferred	—		—		130		—		Interest only/principal deferred	—		130
Covenant modification	Covenant modification	—		—		2,418		—		Covenant modification	—		2,418
Court-ordered concession		—		—		—		295
Principal and interest deferred	Principal and interest deferred	2,343		—		2,343		462		Principal and interest deferred	2,343		2,343
Extended maturity and interest only/principal deferred	Extended maturity and interest only/principal deferred	2,997		—		2,997		—		Extended maturity and interest only/principal deferred	2,997		2,997
Other	Other	224		—		224		—		Other	224		224
Total	Total	$	5,687	$	200	$	9,644	$	957	Total	$	5,687	$	9,644

~~The following table shows~~During the ~~number of~~nine months ended September 30, 2022, there were no loans ~~and the recorded investment amount of those loans, as of the respective date,~~ that ~~have~~had been modified during the prior 12 months which ~~have~~had subsequently ~~defaulted during the periods indicated.~~defaulted. The Company considers a loan to have defaulted when it reaches 90 days past due or is transferred to ~~non-accrual:~~

For the Three Months Ended September 30, For the Nine Months Ended September 30,
2022 2021 2022 2021
Number of
Contracts Recorded
Investment Number of
Contracts Recorded
Investment Number of
Contracts Recorded
Investment Number of
Contracts Recorded
Investment
(Dollars in thousands)
Troubled debt restructurings that subsequently defaulted (1):
Business banking — $ — — $ — — $ — 1 $ 404
Consumer home equity — — — — — — 1 56
Total — $ — — $ — — $ — 2 $ 460

~~(1)This table does not reflect any TDRs which were fully charged off, paid off, or otherwise settled during the period.~~

~~During both the three months ended September 30, 2022 and 2021, no amounts were charged-off on TDRs modified in the prior 12 months.~~non-accrual. During the nine months ended September 30, 2022, no amounts were charged-off on TDRs modified in the prior 12 months.

~~Table of Contents~~

Loan Participations

The Company occasionally purchases commercial loan participations or participates in syndications through the SNC Program. These participations meet the same underwriting, credit and portfolio management standards as the Company’s other loans and are applied against the same criteria to determine the allowance for loan losses as other loans.

The following table summarizes the Company’s loan participations:

As of and for the Nine Months Ended September 30, 2022 As of and for the Year Ended December 31, 2021
Balance (1) Non-performing
Loan Rate
(%) Gross
Charge-offs Balance (1) Non-performing
Loan Rate
(%) Gross
Charge-offs
(Dollars in thousands)
Commercial and industrial $ 878,861 0.82 % $ — $ 732,425 1.36 % $ —
Commercial real estate 406,089 0.00 % — 362,898 0.00 % —
Commercial construction 76,913 0.00 % — 37,081 0.00 % —
Business banking 56 0.00 % 3 98 0.00 % —
Total loan participations $ 1,361,919 0.53 % $ 3 $ 1,132,502 0.88 % $ —

~~(1)~~The balance of loan participations as of September 30, 2022 represents the amortized cost basis and the balance as of December 31, 2021 represents the recorded investment balance. The difference between amortized cost basis and recorded investment basis as of September 30, 2022 is not material.


	As of and for the Nine Months Ended September 30, 2023						As of and for the Year Ended December 31, 2022
	Balance		Non-performing Loan Rate (%)		Gross Charge-offs		Balance		Non-performing Loan Rate (%)		Gross Charge-offs
	(Dollars in thousands)
Commercial and industrial	$	1,097,747	—	%	$	—	$	1,024,131	0.83	%	$	—
Commercial real estate	439,872		—	%	—		422,042		0.00	%	—
Commercial construction	135,612		—	%	—		96,134		0.00	%	—
Business banking	108		—	%	—		51		0.00	%	3
Total loan participations	$	1,673,339	—	%	$	—	$	1,542,358	0.55	%	$	3

5. ~~Loans and Allowance for Loan Losses~~

~~Allowance for Loan Losses~~

~~As disclosed in~~ ~~Note 2, “Summary of Significant Accounting Policies,”~~ the Company adopted ASU 2016-13 effective January 1, 2022. As required by GAAP, the Company has included comparative prior period disclosures of its allowance for loan losses which were prepared in accordance with ASC 450, ~~“Contingencies”~~ ~~and ASC 310,~~ ~~“Receivables”~~ (i.e., prior to the Company’s adoption of ASU 2016-13). Refer to the Company’s 2021 Form 10-K for significant accounting policies related to the Company’s allowance for loan losses as of December 31, 2021. A discussion of the Company’s calculation of its allowance for loan losses for such prior periods follows.

The allowance for loan losses was established to provide for probable losses incurred in the Company’s loan portfolio at the balance sheet date and was established through a provision for loan losses charged to net income. Charge-offs, net of recoveries, were charged directly to the allowance. Commercial and residential loans were charged-off in the period in which they are deemed uncollectible. Delinquent loans in these product types were subject to ongoing review and analysis to determine if a charge-off in the current period was appropriate. For consumer loans, policies and procedures existed that required charge-off consideration upon a certain triggering event depending on the product type.

Management used a methodology to systematically estimate the amount of loss incurred in the portfolio. Commercial real estate, commercial and industrial, commercial construction and business banking loans were evaluated using a loan rating system, historical losses and other factors which formed the basis for estimating incurred losses. Portfolios of more homogeneous populations of loans, including residential mortgages and consumer loans, were analyzed as groups taking into account delinquency ratios, historical loss experience and charge-offs. For the purpose of estimating the allowance for loan losses, management segregated the loan portfolio into the categories noted in the credit quality tables presented in the ~~“Credit Quality”~~ section below. Each of these loan categories possesses unique risk characteristics such as the purpose of the loan, repayment source, and collateral. These characteristics were considered when determining the appropriate level of the allowance for each category. The Company’s historical approach to loan portfolio segmentation by risk characteristics and monitoring of credit quality for commercial loans under previous accounting guidance was consistent with that applied under the newly adopted CECL standard. See ~~Note 4, “Loans and Allowance for Credit Losses”~~ ~~for further discussion regarding the Company’s policies for loan segmentation and credit monitoring.~~

~~Table of Contents~~

~~The following tables summarize the changes in the allowance for loan losses by loan category for the three and nine months ended September 30, 2021:~~

For the Three Months Ended September 30, 2021
Commercial
and
Industrial Commercial
Real Estate Commercial
Construction Business
Banking Residential
Real Estate Consumer
Home Equity Other
Consumer Other Total
(In thousands)
Allowance for loan losses:
Beginning balance $ 22,596 $ 52,759 $ 3,446 $ 12,705 $ 6,478 $ 3,588 $ 3,626 $ 439 $ 105,637
Charge-offs — (8) — (867) — — (742) — (1,617)
Recoveries 40 — — 469 88 63 206 — 866
(Release of) Provision (2,007) 1,435 (44) (929) (136) (16) 297 (88) (1,488)
Ending balance $ 20,629 $ 54,186 $ 3,402 $ 11,378 $ 6,430 $ 3,635 $ 3,387 $ 351 $ 103,398

For the Nine Months Ended September 30, 2021
Commercial
and
Industrial Commercial
Real Estate Commercial
Construction Business
Banking Residential
Real Estate Consumer
Home Equity Other
Consumer Other Total
(In thousands)
Allowance for loan losses:
Beginning balance $ 26,617 $ 54,569 $ 4,553 $ 13,152 $ 6,435 $ 3,744 $ 3,467 $ 494 $ 113,031
Charge-offs (550) (242) — (4,089) — — (1,381) — (6,262)
Recoveries 62 4 — 1,125 115 137 554 — 1,997
(Release of) Provision (5,500) (145) (1,151) 1,190 (120) (246) 747 (143) (5,368)
Ending balance $ 20,629 $ 54,186 $ 3,402 $ 11,378 $ 6,430 $ 3,635 $ 3,387 $ 351 $ 103,398
Leases

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~~The following tables bifurcate the amount of loans and the allowance for loan losses allocated to each loan category based on the type of impairment analysis as of December 31, 2021:~~

As of December 31, 2021
Commercial
and
Industrial Commercial
Real Estate Commercial
Construction Business
Banking Residential
Real Estate Consumer
Home Equity Other
Consumer Other Total
(In thousands)
Allowance for loan losses ending balance:
Individually evaluated for impairment $ 1,540 $ — $ — $ 450 $ 1,549 $ 270 $ 161 $ — $ 3,970
Acquired with deteriorated credit quality 5 298 — — 243 — — — 546
Collectively evaluated for impairment 16,473 52,075 2,585 10,533 4,764 3,452 3,147 242 93,271
Total allowance for loan losses by group $ 18,018 $ 52,373 $ 2,585 $ 10,983 $ 6,556 $ 3,722 $ 3,308 $ 242 $ 97,787
Loans ending balance:
Individually evaluated for impairment $ 16,145 $ 3,520 $ — $ 12,060 $ 22,378 $ 3,922 $ 179 $ — $ 58,204
Acquired with deteriorated credit quality 19,028 47,553 — — 3,058 — — — 69,639
Collectively evaluated for impairment 2,925,354 4,471,440 222,328 1,322,634 1,901,374 1,096,231 214,306 — 12,153,667
Total loans by group $ 2,960,527 $ 4,522,513 $ 222,328 $ 1,334,694 $ 1,926,810 $ 1,100,153 $ 214,485 $ — $ 12,281,510

~~Credit Quality~~

~~The following tables detail the internal risk-rating categories for the Company’s commercial and industrial, commercial real estate, commercial construction and business banking portfolios:~~

As of December 31, 2021
Category Commercial and
Industrial Commercial
Real Estate Commercial
Construction Business
Banking Total
(In thousands)
Unrated $ 171,537 $ 4,378 $ — $ 696,629 $ 872,544
Pass 2,656,873 4,199,803 213,744 569,956 7,640,376
Special mention 70,141 104,517 1,889 50,085 226,632
Substandard 50,339 213,815 6,695 17,814 288,663
Doubtful 11,637 — — 210 11,847
Loss — — — — —
Total $ 2,960,527 $ 4,522,513 $ 222,328 $ 1,334,694 $ 9,040,062

PPP loans are included within the unrated category of the commercial and industrial and business banking portfolios in the table above. Commercial and industrial PPP loans and business banking PPP loans amounted to $112.8 million and $218.6 million, respectively, at December 31, 2021. The Company does not have an allowance for loan losses for PPP loans as they are 100% guaranteed by the SBA.

~~Impaired Loans~~

Under previous accounting guidance, impaired loans consisted of all loans for which management had determined it was probable that the Company would be unable to collect all amounts due according to the contractual terms of the loan

~~Table of Contents~~

~~agreements. Factors considered by management in determining impairment included payment status, collateral value, and the probability of collecting scheduled principal and interest payments when due.~~

The Company measured impairment of loans using a discounted cash flow method, the loan’s observable market price, or the fair value of the collateral if the loan was collateral dependent. The Company defined the population of impaired loans to include certain non-accrual loans, TDR loans, and residential and home equity loans that had been partially charged off.

~~The following table summarizes the Company’s impaired loans by loan portfolio as of December 31, 2021:~~

As of December 31, 2021
Recorded
Investment Unpaid
Principal
Balance Related
Allowance
(In thousands)
With no related allowance recorded:
Commercial and industrial $ 12,309 $ 13,212 $ —
Commercial real estate 3,520 3,520 —
Business banking 4,199 5,069 —
Residential real estate 11,217 12,587 —
Consumer home equity 1,924 1,924 —
Other consumer 18 18 —
Sub-total 33,187 36,330 —
With an allowance recorded:
Commercial and industrial 3,836 4,226 1,540
Business banking 7,861 11,240 450
Residential real estate 11,161 11,161 1,549
Consumer home equity 1,998 1,998 270
Other consumer 161 161 161
Sub-total 25,017 28,786 3,970
Total $ 58,204 $ 65,116 $ 3,970

~~Table of Contents~~

~~The following table displays information regarding interest income recognized on impaired loans, by portfolio, for the three and nine months ended September 30, 2021:~~

For the Three Months Ended September 30, 2021 For the Nine Months Ended September 30, 2021
Average Recorded Investment Total Interest Recognized Average Recorded Investment Total Interest Recognized
(In thousands)
With no related allowance recorded:
Commercial and industrial $ 12,517 $ 39 $ 11,405 $ 131
Commercial real estate 3,909 45 4,047 133
Business banking 3,988 25 4,586 75
Residential real estate 11,561 113 12,349 344
Consumer home equity 1,877 13 1,988 47
Other consumer 22 — 24 —
Sub-total 33,874 235 34,399 730
With an allowance recorded:
Commercial and industrial 7,808 — 7,849 —
Commercial real estate — — 271 —
Business banking 12,642 14 14,560 43
Residential real estate 12,290 127 13,093 387
Consumer home equity 2,108 15 2,232 53
Other consumer 67 — 22 —
Sub-total 34,915 156 38,027 483
Total $ 68,789 $ 391 $ 72,426 $ 1,213

~~Purchased Credit Impaired Loans~~

~~The following table displays the outstanding and carrying amounts of PCI loans as of December 31, 2021:~~


	~~As of December 31, 2021~~
	~~(In thousands)~~
~~Outstanding balance~~	$	~~78,074~~
~~Carrying amount~~	~~69,639~~

Under previous accounting guidance, the excess of cash flows expected to be collected over the carrying amount of the loans, referred to as the “accretable yield,” was accreted into interest income over the life of the loans using the effective yield method. The following table summarizes activity in the accretable yield for the PCI loan portfolio:

For the Three Months Ended September 30, 2021 For the Nine Months Ended September 30, 2021
(In thousands)
Balance at beginning of period $ 2,981 $ 2,495
Accretion (245) (877)
Other change in expected cash flows (1,161) (1,370)
Reclassification from non-accretable difference for loans with improved cash flows — 1,327
Balance at end of period $ 1,575 $ 1,575

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The estimate of cash flows expected to be collected was regularly re-assessed subsequent to acquisition. A decrease in expected cash flows in subsequent periods may have indicated that the loan was impaired which would require the establishment of an allowance for loan losses by a charge to the provision for loan losses. An increase in expected cash flows in subsequent periods served, first, to reduce any previously established allowance for loan losses by the increase in the present value of cash flows expected to be collected, and resulted in a recalculation of the amount of accretable yield for the loan. The adjustment of accretable yield due to an increase in expected cash flows was accounted for as a change in estimate. The additional cash flows expected to be collected were reclassified from the non-accretable difference to the accretable yield, and the amount of periodic accretion was adjusted accordingly over the remaining life of the loans.

~~6. Leases~~

The Company leases certain office space and equipment under various non-cancelable operating leases. These leases have original terms ranging from 1 year to 25 years. Operating lease liabilities and right-of-use (“ROU”) assets are recognized at the lease commencement date based upon the present value of the future minimum lease payments over the lease term. Operating lease liabilities are recorded within other liabilities and ROU assets are recorded within other assets in the Company’s ~~consolidated balance sheets.~~Consolidated Balance Sheets. The information presented within this Note excludes discontinued operations. Refer to Note 19, “Discontinued Operations” for further discussion regarding discontinued operations.

As of the dates indicated, the Company had the following related to operating leases:


		As of September 30, 2022		As of December 31, 2021			As of September 30, 2023		As of December 31, 2022
		(In thousands)					(In thousands)
Right-of-use assets	Right-of-use assets	$	60,247	$	83,821	Right-of-use assets	$	52,727	$	48,817
Lease liabilities	Lease liabilities	64,265		89,296		Lease liabilities	55,852		52,105

Finance leases are not material. Finance lease liabilities are recorded within other liabilities and finance ROU assets are recorded within other assets in the Company’s ~~consolidated balance sheets.~~Consolidated Balance Sheets.

The following ~~tables are~~table is a summary of the Company’s components of net lease cost for the periods indicated:


		Three Months Ended September 30,				Nine Months Ended September 30,					Three Months Ended September 30,				Nine Months Ended September 30,
		2022		2021		2022		2021			2023		2022		2023		2022
		(In thousands)									(In thousands)
Operating lease cost	Operating lease cost	$	3,620	$	3,478	$	10,999	$	10,560	Operating lease cost	$	2,974	$	3,182	$	8,929	$	9,670
Finance lease cost	Finance lease cost	90		50		270		116		Finance lease cost	87		77		246		231
Variable lease cost	Variable lease cost	606		617		2,036		1,564		Variable lease cost	655		577		1,993		1,914
Total lease cost	Total lease cost	$	4,316	$	4,145	$	13,305	$	12,240	Total lease cost	$	3,716	$	3,836	$	11,168	$	11,815

During the three and nine months ended September 30, ~~2022,~~2023, the Company made ~~$3.8~~$3.2 million and ~~$13.3~~$9.7 million, respectively, in cash payments for operating and finance lease payments. During the three and nine months ended September 30, ~~2021,~~2022, the Company made ~~$3.5~~$3.3 million and ~~$10.6~~$11.8 million, respectively, in cash payments for operating and finance lease payments.

Supplemental balance sheet information related to operating leases are as follows:

As of September 30, 2022 As of December 31, 2021
Weighted-average remaining lease term (in years) 7.17 7.83
Weighted-average discount rate 2.58 % 2.52 %

During the three months ended September 30, 2022, management determined not to exercise a future lease term extension option related to one lease, which had previously been included in its determination of future lease payments, and to terminate another lease. Accordingly, the Company remeasured the present value of the future lease payments related to such

~~Table of Contents~~

~~leases which resulted in a reduction of the lease liabilities and a corresponding reduction of the lease ROU assets of $14.1 million.~~


	As of September 30, 2023		As of December 31, 2022
Weighted-average remaining lease term (in years)	8.51		7.26
Weighted-average discount rate	3.73	%	2.62	%

The following table sets forth the undiscounted cash flows of base rent related to operating leases outstanding as of September 30, ~~2022~~2023 with payments scheduled over the next five years and thereafter, including a reconciliation to the operating lease liability recognized in other liabilities in the Company’s ~~consolidated balance sheets:~~Consolidated Balance Sheets:


		As of September 30, 2022			As of September 30, 2023
Year	Year	(In thousands)		Year	(In thousands)
Remainder of 2022		$	3,715
2023		14,255
Remainder of 2023				Remainder of 2023	$	3,167
2024	2024	11,446		2024	10,183
2025	2025	9,350		2025	7,772
2026	2026	7,868		2026	6,682
2027				2027	5,543
Thereafter	Thereafter	24,086		Thereafter	33,587
Total minimum lease payments	Total minimum lease payments	70,720		Total minimum lease payments	66,934
Less: amount representing interest	Less: amount representing interest	6,455		Less: amount representing interest	11,082
Present value of future minimum lease payments	Present value of future minimum lease payments	$	64,265	Present value of future minimum lease payments	$	55,852

7.6. Goodwill and Other Intangibles

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The ~~following tables set~~table below sets forth the carrying amount of goodwill and other intangible assets, net of accumulated amortization, ~~by reporting unit~~for the banking business as of the dates indicated ~~below:~~below. The information presented within this Note excludes discontinued operations. Refer to Note 19, “Discontinued Operations” for further discussion regarding discontinued operations.


		As of September 30, 2022
		Banking Business		Insurance Agency Business		Net Carrying Amount			As of September 30, 2023		As of December 31, 2022
		(In thousands)							(In thousands)
Balances not subject to amortization	Balances not subject to amortization							Balances not subject to amortization
Goodwill	Goodwill	$	557,635	$	82,587	$	640,222	Goodwill	$	557,635	$	557,635
Balances subject to amortization	Balances subject to amortization							Balances subject to amortization
Insurance agency (1)		—		11,327		11,327
Core deposit intangible		10,673		—		10,673
Total other intangible assets		10,673		11,327		22,000
Core deposit intangible (1)								Core deposit intangible (1)	9,074		10,374
Total goodwill and other intangible assets	Total goodwill and other intangible assets	$	568,308	$	93,914	$	662,222	Total goodwill and other intangible assets	$	566,709	$	568,009

(1)~~Insurance agency~~Management performs an assessment of the remaining useful lives of the Company’s intangible assets ~~include customer list, non-compete agreement and supplier relationship intangible assets.~~

As of December 31, 2021
Banking
Business Insurance
Agency Business Net
Carrying
Amount
(In thousands)
Balances not subject to amortization
Goodwill $ 557,635 $ 73,861 $ 631,496
Balances subject to amortization
Insurance agency (1) — 6,635 6,635
Core deposit intangible 11,572 — 11,572
Total other intangible assets 11,572 6,635 18,207
Total goodwill and other intangible assets $ 569,207 $ 80,496 $ 649,703

~~(1)Insurance agency intangible assets include customer list, non-compete agreement and supplier relationship intangible assets.~~

~~Table of Contents~~

During the nine months ended September 30, 2022, the Company completed acquisitions of two insurance agencies for cash consideration of $5.2 million and $8.2 million, respectively, for aggregate total consideration of $13.4 million. Both acquisitions were categorized as business combinations and were accounted for using the acquisition method. The following table summarizes the aggregate estimated fair valueon a quarterly basis to determine if such lives remain appropriate. As a result of the ~~assets acquired and liabilities assumed for these acquisitions:~~


	~~For the Nine Months Ended September 30, 2022~~assessment performed during the second quarter of 2023, management reduced the remaining useful life of its core deposit intangible to five years which resulted in an increase in quarterly amortization expense. The effect of the increase on annual amortization expense was not material.
	~~(In thousands)~~
~~Assets acquired:~~
~~Customer list intangible~~	$	~~6,120~~
~~Non-compete intangible~~	~~440~~
~~Other~~	40
~~Total assets acquired~~	~~6,600~~
~~Consideration:~~
~~Total cash paid~~	~~(13,400)~~
~~Contingent consideration~~	~~(1,926)~~
~~Other liabilities assumed~~	—
~~Total fair value of consideration~~	~~(15,326)~~
~~Goodwill~~	$	~~8,726~~

The Company quantitatively assesses goodwill for impairment at the reporting unit level on an annual basis or sooner if an event occurs or circumstances change which might indicate that the fair value of a reporting unit is below its carrying amount. The Company has identified and assigned goodwill to two reporting units - the banking business and insurance agency business. ~~The quantitative assessments~~As a result of the decision to sell the insurance agency business, the assets and liabilities of the insurance agency segment were classified as held for ~~both~~sale as of September 30, 2023 and, accordingly, are presented as assets and liabilities of discontinued operations on the ~~banking~~Consolidated Balance Sheet. As of September 30, 2023, an impairment assessment was performed as it relates to goodwill and other intangible assets of the insurance agency business reporting unit whereby the agreed upon sales price was compared to the net assets included in the disposal group. As the sales price exceeded the net assets of the disposal group, management concluded the goodwill and intangible assets of the insurance agency business were ~~most recently performed~~not impaired as of September 30, ~~2022.~~2023.

In accordance with the accounting guidance codified in ASC 350-20, the Company performs a test of goodwill for impairment at least on an annual basis. An assessment is also required to be performed to the extent relevant events and/or circumstances occur which may indicate it is more-likely-than-not that the fair value of a reporting unit is less than its carrying amount. The failure of several banks in early 2023 led to economic uncertainty and an increase in volatility in the capital markets, particularly in the banking industry. Accordingly, the Company performed a qualitative assessment as of March 31, 2023 which included an assessment of current industry conditions and the impacts of those conditions on the Company’s financial position and results of operations. As a result of that assessment, the Company determined it was not more-likely-than-not that the carrying value of goodwill was greater than the fair value as of March 31, 2023. Therefore, a quantitative goodwill impairment test was not considered necessary at that time.

During the second quarter of 2023, as the economic uncertainty impacting the banking industry persisted, the Company exercised the option afforded by ASC 350-20 and bypassed the qualitative assessment, opting to perform the quantitative impairment assessment irrespective of qualitative factors. The assessment ~~for the banking business~~ included ~~a market capitalization analysis, as well as~~ a comparison of the banking business’ book value to the implied fair value using a pricing multiple of the Company’s tangible book ~~value.~~value as well as a comparison of the banking business’ book value to its discounted cash flows. The assessment also included a market capitalization analysis. Based upon the assessment, it was determined there was no impairment of the Company’s goodwill as of June 30, 2023.

The Company performed its annual assessment for the ~~insurance agency~~banking business as of September 30, 2023. Similar to the assessment performed as of June 30, 2023, the assessment included a ~~price-to-earnings analysis,~~comparison of the banking business’ book value to the implied fair value using a pricing multiple of the Company’s tangible book value as well as an earnings before interest, taxes, depreciation, and amortization (“EBITDA”) multiplier valuation based upon recent and observed agency mergers and acquisitions. The Company considered the economic conditions for the period, including the potential impacta comparison of the ~~COVID-19 pandemic, as~~banking business’ book value to its discounted cash flows. The assessment also included a market capitalization analysis. Based upon the assessment, it ~~pertains to the goodwill above and~~was determined ~~that~~ there was no ~~indication~~impairment of ~~impairment related to~~the Company’s goodwill as of September 30, ~~2022 or December 31, 2021.~~2023.

~~Other~~Similarly, 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. ~~The Company also considered the impact~~Management performed a review of the ~~COVID-19 pandemic as it pertains to these~~Company’s intangible assets as of March 31, 2023, June 30, 2023 and September 30, 2023 in response to the circumstances indicated above. Based upon those reviews, the Company concluded that it was not more-likely-than-not that the carrying amount of the core deposit intangible may not be recoverable. Management had also previously performed an assessment as of December 31, 2022 and determined ~~that~~ there was no indication of impairment related to ~~other~~ intangible ~~assets as of September 30, 2022 or December 31, 2021.~~assets.

7. Earnings (Loss) Per Share (“EPS”)

4036

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~~8. Earnings Per Share (“EPS”)~~

Basic EPS represents ~~income available~~income/(loss) allocable to common shareholders divided by the weighted-average number of common shares outstanding during the period. Diluted EPS reflects the potential dilution that could occur if securities or other contracts to issue common shares (such as stock options) were exercised or converted into additional common shares that would then share in the earnings of the Company. Diluted EPS is computed by dividing net ~~income attributable~~income/(loss) allocable to common shareholders by the weighted-average number of common shares outstanding for the period, plus the effect of potential dilutive common share equivalents computed using the treasury stock method. ~~There were no securities that had a dilutive effect during the three and nine months ended September 30, 2021.~~ Shares held by the Employee Stock Ownership Plan (“ESOP”) that have not been allocated to employees in accordance with the terms of the ESOP, referred to as “unallocated ESOP shares,” are not deemed outstanding for earnings per share calculations.
For the Three Months Ended September 30, 2022 For the Nine Months Ended September 30, 2022
(Dollars in thousands, except per share data)
Net income applicable to common shares $ 54,777 $ 157,465
Average number of common shares outstanding 177,677,074 180,764,479
Less: Average unallocated ESOP shares (13,958,112) (14,082,257)
Average number of common shares outstanding used to calculate basic earnings per common share 163,718,962 166,682,222
Common stock equivalents 310,687 185,421
Average number of common shares outstanding used to calculate diluted earnings per common share 164,029,649 166,867,643
Earnings per common share
Basic $ 0.33 $ 0.94
Diluted $ 0.33 $ 0.94


	For the Three Months Ended September 30, 2023		For the Nine Months Ended September 30, 2023
	(Dollars in thousands, except per share data)
Net income (loss) applicable to common shares:
Net income (loss) from continuing operations	$	63,464	$	(94,198)
Net (loss) income from discontinued operations	(4,351)		7,872
Total net income (loss)	$	59,113	$	(86,326)

Average number of common shares outstanding	175,832,085		175,783,313
Less: Average unallocated ESOP shares	(13,461,616)		(13,584,155)
Average number of common shares outstanding used to calculate basic earnings (loss) per common share	162,370,469		162,199,158
Common stock equivalents	99,418		61,345
Average number of common shares outstanding used to calculate diluted earnings (loss) per common share	162,469,887		162,260,503

Basic earnings (loss) per common share:
Earnings (loss) per share from continuing operations	$	0.39	$	(0.58)
(Loss) earnings per share from discontinued operations	(0.03)		0.05
Total basic earnings (loss) per share	$	0.36	$	(0.53)

Diluted earnings (loss) per common share:
Earnings (loss) per share from continuing operations	$	0.39	$	(0.58)
(Loss) earnings per share from discontinued operations	(0.03)		0.05
Total diluted earnings (loss) per share	$	0.36	$	(0.53)

For the Three Months Ended September 30, 2021 For the Nine Months Ended September 30, 2021
(Dollars in thousands, except per share data)
Net income applicable to common shares $ 37,106 $ 119,578
Average number of common shares outstanding 186,758,154 186,758,154
Less: Average unallocated ESOP shares (14,459,539) (14,583,685)
Average number of common shares outstanding used to calculate basic earnings per common share 172,298,615 172,174,469
Common stock equivalents — —
Average number of common shares outstanding used to calculate diluted earnings per common share 172,298,615 172,174,469
Earnings per common share
Basic $ 0.22 $ 0.69
Diluted $ 0.22 $ 0.69

Table of Contents


	For the Three Months Ended September 30, 2022		For the Nine Months Ended September 30, 2022
	(Dollars in thousands, except per share data)
Net income applicable to common shares:
Net income from continuing operations	$	52,808	$	145,593
Net income from discontinued operations	1,969		11,872
Total net income	$	54,777	$	157,465

Average number of common shares outstanding	177,677,074		180,764,479
Less: Average unallocated ESOP shares	(13,958,112)		(14,082,257)
Average number of common shares outstanding used to calculate basic earnings per common share	163,718,962		166,682,222
Common stock equivalents	310,687		185,421
Average number of common shares outstanding used to calculate diluted earnings per common share	164,029,649		166,867,643

Basic earnings per common share:
Earnings per share from continuing operations	$	0.32	$	0.87
Earnings per share from discontinued operations	0.01		0.07
Total basic earnings per share	$	0.33	$	0.94

Diluted earnings per common share:
Earnings per share from continuing operations	$	0.32	$	0.87
Earnings per share from discontinued operations	0.01		0.07
Total diluted earnings per share	$	0.33	$	0.94

9.8. Low Income Housing Tax Credits and Other Tax Credit Investments

The Community Reinvestment Act (“CRA”) encourages banks to meet the credit needs of their communities for housing and other purposes, particularly in neighborhoods with low or moderate income. The Company has primarily invested in separate Low Income Housing Tax Credits (“LIHTC”) projects, also referred to as qualified affordable housing projects, which provide the Company with tax credits and operating loss tax benefits over a period of ~~approximately~~ 15 years. The return on these investments is generally generated through tax credits and tax losses. In addition to LIHTC projects, the Company invests in new ~~markets~~market tax credit projects that qualify for CRA credits and eligible projects that qualify for renewable energy and historic tax credits.

As of September 30, ~~2022~~2023 and December 31, ~~2021,~~2022, the Company had ~~$108.5~~$226.8 million and ~~$83.8~~$131.3 million, respectively, in tax credit investments that were included in other assets in the ~~consolidated balance sheets.~~

~~Table of Contents~~

Company's Consolidated Balance Sheets.

When permissible, the Company accounts for its investments in LIHTC projects using the proportional amortization method, under which it amortizes the initial cost of the investment in proportion to the amount of the tax credits and other tax benefits received and recognizes that amortization as a component of income tax expense. The net investment in the housing projects is included in other ~~assets.~~assets in the Company's Consolidated Balance Sheets. The Company will continue to use the proportional amortization method on any new qualifying LIHTC investments.

The following table presents the Company’s investments in low income housing projects accounted for using the proportional amortization method for the periods indicated:


		As of September 30, 2022		As of December 31, 2021			As of September 30, 2023		As of December 31, 2022
		(In thousands)					(In thousands)
Current recorded investment included in other assets	Current recorded investment included in other assets	$	105,797	$	81,035	Current recorded investment included in other assets	$	224,445	$	128,765
Commitments to fund qualified affordable housing projects included in recorded investment noted above	Commitments to fund qualified affordable housing projects included in recorded investment noted above	63,809		48,399		Commitments to fund qualified affordable housing projects included in recorded investment noted above	159,230		84,145

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The following table presents additional information related to the Company’s investments in LIHTC projects for the periods indicated:


		For the Three Months Ended September 30,				For the Nine Months Ended September 30,					For the Three Months Ended September 30,				For the Nine Months Ended September 30,
		2022		2021		2022		2021			2023		2022		2023		2022
		(In thousands)									(In thousands)
Tax credits and benefits recognized	Tax credits and benefits recognized	$	2,333	$	1,730	$	6,988	$	4,717	Tax credits and benefits recognized	$	1,602	$	2,333	$	8,169	$	6,988
Amortization expense included in income tax expense		1,886		1,496		5,616		4,255
Amortization expense included in income tax (benefit) expense										Amortization expense included in income tax (benefit) expense	745		1,886		6,322		5,616

The Company accounts for certain other investments in renewable energy projects using the equity method of accounting. These investments in renewable energy projects are included in other assets onin the ~~consolidated balance sheets~~Company's Consolidated Balance Sheets and totaled ~~$2.7~~$2.3 million and ~~$2.8~~$2.6 million as of September 30, ~~2022~~2023 and December 31, ~~2021,~~2022, respectively. There were no outstanding commitments related to these investments as of ~~both~~either September 30, ~~2022 and~~2023 or December 31, ~~2021.~~2022.

~~10.~~9. Shareholders’ Equity

Share Repurchases

On November 12, 2021, the Company announced receipt of a notice of non-objection from the Board of Governors of the Federal Reserve System to its previously announced share repurchase program which was approved by the Company’s Board of Directors on October 1, 2021. The program authorized the purchase of up to 9,337,900 shares, or 5% of the Company’s then-outstanding shares of common stock over a 12-month period. The program was limited to $225.0 million through November 30, 2022. The Company completed the repurchase of the total number of shares authorized through this program during the ~~three months ended September 30,~~third quarter of 2022.

On September 7, 2022, the Company announced receipt of a notice of non-objection from the Board of Governors of the Federal Reserve System for a new share repurchase program. The program ~~which authorizes~~authorized the purchase of up to 8,900,000 shares, or 5% of the Company’s then-outstanding shares of common stock over a 12-month ~~period, is~~period. The program was limited to $200.0 million through August 31, 2023.

Repurchases are made at management’s discretion from time to time at prices management considers to be attractive and in the best interests of both the Company and its shareholders, subject to the availability of shares, general market conditions, the trading price of the shares, alternative uses for capital, and the Company’s financial performance. Repurchases may be suspended, terminated or modified by the Company at any time for any reason.

~~Table of Contents~~

~~Information regarding the shares repurchased under the plans is presented in the following table:~~

Period Total Number of Shares Repurchased Average Price Paid per Share Total Number of Shares Repurchased as Part of the Share Repurchase Programs at the end of Each Respective Period Maximum Number of Shares That May Yet Be Purchased Under the Share Repurchase Programs at the end of Each Respective Period
January 1, 2022 – January 31, 2022 987,526 $ 21.02 2,123,404 7,214,496
February 1, 2022 – February 28, 2022 1,109,697 21.08 3,233,101 6,104,799
March 1, 2022 – March 31, 2022 769,398 21.31 4,002,499 5,335,401
April 1, 2022 – April 30, 2022 1,194,185 20.19 5,196,684 4,141,216
May 1, 2022 – May 31, 2022 1,880,381 18.93 7,077,065 2,260,835
June 1, 2022 – June 30, 2022 1,141,903 18.78 8,218,968 1,118,932
July 1, 2022 – July 31, 2022 909,785 19.02 9,128,753 209,147
August 1, 2022 - August 31, 2022 — — 9,128,753 209,147
September 1, 2022 – September 30, 2022 571,463 20.33 9,700,216 8,537,684

~~The Company repurchased no shares of its common stock~~ This program expired during the three ~~and~~months ended September 30, 2023.

During the nine months ended September 30, ~~2021.~~2023, there were no share repurchases. During the three months ended September 30, 2022, the Company repurchased 1,481,248 shares at a weighted average price per share of $19.53. During the nine months ended September 30, 2022, the Company repurchased 8,564,338 shares at a weighted average price per share of $19.92.

Dividends

Information regarding dividends declared and paid is presented in the following ~~table:~~table for the periods indicated:


		Dividends Declared per Share		Dividends Declared		Dividends Paid			Dividends Declared per Share		Dividends Declared		Dividends Paid
									(In millions, except per share data)
Three Months Ended March 31, 2023								Three Months Ended March 31, 2023	$	0.10	$	16.3	$	16.2
Three Months Ended June 30, 2023								Three Months Ended June 30, 2023	0.10		16.4		16.3
Three Months Ended September 30, 2023								Three Months Ended September 30, 2023	0.10		16.4		16.2
		(In millions, except per share data)
Three Months Ended March 31, 2022	Three Months Ended March 31, 2022	$	0.10	$	17.1	$	16.9	Three Months Ended March 31, 2022	$	0.10	$	17.1	$	16.9
Three Months Ended June 30, 2022	Three Months Ended June 30, 2022	0.10		16.7		16.5		Three Months Ended June 30, 2022	0.10		16.7		16.5
Three Months Ended September 30, 2022	Three Months Ended September 30, 2022	0.10		16.5		16.3		Three Months Ended September 30, 2022	0.10		16.5		16.3

Three Months Ended March 31, 2021		$	0.06	$	10.3	$	10.3
Three Months Ended June 30, 2021		0.08		13.8		13.8
Three Months Ended September 30, 2021		0.08		13.8		13.8

~~11.~~10. Employee Benefits

Pension Plans

The Company provides pension benefits for its employees through membership in the Savings Banks Employees’ Retirement Association. The plan through which benefits are provided is a noncontributory, qualified defined benefit plan and is referred to as the Defined Benefit Plan. The Company’s annual contribution to the Defined Benefit Plan is based upon standards established by the Pension Protection Act. The contribution is based on an actuarial method intended to provide not only for benefits attributable to service to date, but also for those expected to be earned in the future. The Defined Benefit Plan has a plan year end of October 31.

Table of Contents

The Company has an unfunded Defined Benefit Supplemental Executive Retirement Plan (“DB SERP”) that provides certain ~~retired~~Company officers upon their retirement with defined pension benefits in excess of qualified plan limits imposed by U.S. federal tax law. The DB SERP has a plan year end of December 31.

In addition, the Company has an unfunded Benefit Equalization Plan (“BEP”) to provide retirement benefits to certain employees whose retirement benefits under the qualified pension plan are limited per the Internal Revenue Code. The BEP has a plan year end of October 31.

The Company also has an unfunded Outside Directors’ Retainer Continuance Plan (“ODRCP”) that provides pension benefits to outside directors who retire from service. The ODRCP has a plan year end of December 31. Effective December 31, 2020, the Company closed the ODRCP to new participants and froze benefit accruals for active participants.

Components of Net Periodic Benefit Cost

The components of net pension expense for the plans for the periods indicated are as follows:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2023		2022		2023		2022
	(In thousands)
Components of net periodic benefit cost:
Service cost (1)	$	6,339	$	8,094	$	19,016	$	24,278
Interest cost	4,297		2,429		12,893		7,289
Expected return on plan assets	(7,532)		(9,280)		(22,596)		(27,842)
Prior service credit	(2,970)		(2,971)		(8,910)		(8,911)
Recognized net actuarial loss	2,468		2,799		7,404		8,395
Net periodic benefit cost	$	2,602	$	1,071	$	7,807	$	3,209

~~Table~~(1)Includes service costs related to employees of ~~Contents~~our insurance agency business. Such service costs were included in net (loss) income from discontinued operations as such costs will not continue to be incurred by the Company following the sale of the insurance agency business. All other costs included in the determination of the benefit obligation for the Defined Benefit Plan and the BEP were included in net income (loss) from continuing operations as the Bank will assume the related liability upon dissolution of Eastern Insurance Group following the sale of the insurance agency business. Service costs included in net (loss) income from discontinued operations and included in the above table were $1.5 million and $4.5 million for the three and nine months ended September 30, 2023, respectively, and were $1.9 million and $5.8 million for the three and nine months ended September 30, 2022, respectively.

Three Months Ended September 30, Nine Months Ended September 30,
2022 2021 2022 2021
(In thousands)
Components of net periodic benefit cost:
Service cost $ 8,094 $ 7,896 $ 24,278 $ 23,690
Interest cost 2,429 1,269 7,289 3,805
Expected return on plan assets (9,280) (8,141) (27,842) (24,424)
Prior service credit (2,971) (2,945) (8,911) (8,835)
Recognized net actuarial loss 2,799 3,537 8,395 10,612
Net periodic benefit cost $ 1,071 $ 1,616 $ 3,209 $ 4,848

~~Service~~Except as described above, service costs for the Defined Benefit Plan and the BEP are recognized within salaries and employee benefits in the ~~consolidated statements~~Consolidated Statements of ~~income.~~Income. There were no service costs associated with the DB SERP or ODRCP during the three and nine months ended September 30, ~~2022~~2023 and September 30, ~~2021.~~2022. The remaining components of net periodic benefit cost are recognized in other noninterest expense in the ~~consolidated statements~~Consolidated Statements of ~~income.~~Income.

In accordance with the Pension Protection Act, the Company was not required to make any contributions to the Defined Benefit Plan for the plan ~~year~~years beginning November 1, 2022 and 2021. ~~However,~~Accordingly, during the three and nine months ended September 30, 2023, there were no contributions made to the Defined Benefit Plan. During the three months ended September 30, 2022 there were no contributions made to the Defined Benefit Plan. The Company made a discretionary ~~contribution~~contributions to the Defined Benefit Plan of $7.2 million during the nine months ended September 30, 2022. In accordance with the Pension Protection Act, the Company was not required to make any contributions to the Defined Benefit Plan for the plan year beginning November 1, 2020. Accordingly, during the three and nine months ended September 30, 2021, there were no contributions made to the Defined Benefit Plan.

Rabbi Trust Variable Interest Entities

The Company established rabbi trusts to meet its obligations under certain executive non-qualified retirement benefits and deferred compensation plans and to mitigate the expense volatility of the aforementioned retirement plans. The rabbi trusts are considered variable interest entities (“VIE”) as the equity investment at risk is insufficient to permit the trusts to finance their activities without additional subordinated financial support from the Company. The Company is considered the primary beneficiary of the rabbi trusts as it has the power to direct the activities of the rabbi trusts that significantly affect the rabbi trusts’ economic performance and it has the obligation to absorb losses of the rabbi trusts that could potentially be significant to the rabbi trusts by virtue of its contingent call options on the rabbi trusts’ assets in the event of the Company’s bankruptcy. As the primary beneficiary of these VIEs, the Company consolidates the rabbi trust investments. In general, the rabbi trust investments and any earnings received thereon are accumulated, reinvested and used exclusively for trust purposes. These rabbi trust investments consist primarily of cash and cash equivalents, U.S. government agency obligations, equity securities, mutual funds and other exchange-traded funds, and are recorded at fair value in other assets in the ~~Company's consolidated balance sheets.~~Company’s Consolidated Balance Sheets. Changes in fair value are recorded in noninterest income in the ~~Company's consolidated statements~~Company’s Consolidated Statements of ~~income. At September 30, 2022 and December 31, 2021 the amount~~Income.

Table of ~~rabbi trust investments at fair value were $71.7 million and $104.4 million, respectively.~~Contents

The following table presents the book value, mark-to-market, and fair value of assets held in rabbi trust accounts by asset type:

As of September 30, 2022 As of December 31, 2021
Book Value Mark-to-Market Fair Value Book Value Mark-to-Market Fair Value
Asset Type (In thousands)
Cash and cash equivalents $ 5,427 $ — $ 5,427 $ 4,494 $ — $ 4,494
Equities (1) 59,424 (132) 59,292 67,401 24,295 91,696
Fixed income 7,810 (879) 6,931 8,126 56 8,182
Total assets $ 72,661 $ (1,011) $ 71,650 $ 80,021 $ 24,351 $ 104,372

~~Table of Contents~~


	As of September 30, 2023						As of December 31, 2022
	Book Value		Mark-to-Market		Fair Value		Book Value		Mark-to-Market		Fair Value
Asset Type	(In thousands)
Cash and cash equivalents	$	11,420	$	—	$	11,420	$	5,575	$	—	$	5,575
Equities (1)	55,838		6,822		62,660		60,056		3,626		63,682
Fixed income	6,863		(705)		6,158		7,799		(770)		7,029
Total assets	$	74,121	$	6,117	$	80,238	$	73,430	$	2,856	$	76,286

(1)Equities include mutual funds and other exchange-traded funds.

11. Share-Based Compensation

Share-Based Compensation Plan

On November 29, 2021, the shareholders of the Company approved the Eastern Bankshares, Inc. 2021 Equity Incentive Plan (the “2021 Plan”). The 2021 Plan provides for the issuance of up to 26,146,141 shares of common stock pursuant to grants of restricted stock, restricted stock units (“RSUs”), non-qualified stock options and incentive stock options, any or all of which can be granted with performance-based vesting conditions. Under the 2021 Plan, 7,470,326 shares may be issued as restricted stock or RSUs, including those issued as performance shares and performance share units (“PSUs”), and 18,675,815 shares may be issued upon the exercise of stock options. These shares may be awarded from the Company’s authorized but unissued shares. However, the 2021 Plan permits the grant of additional awards of restricted stock or RSUs above the aforementioned limit, provided that, for each additional share of restricted stock or RSU awarded in excess of such limit, the pool of shares available to be issued upon the exercise of stock options will be reduced by three shares. Pursuant to the terms of the 2021 Plan, each of the Company’s non-employee directors were automatically granted awards of restricted stock on November 30, 2021. Such restricted stock awards vest pro-rata on an annual basis over a five-year period. The maximum term for stock options is ten years.

In May 2023, the Company granted a total of 47,820 shares of restricted stock to the Company’s non-employee directors which vest after approximately one year from the date of grant. In May 2022, the Company granted a total of 31,559 shares of restricted stock to the Company’s non-employee directors which vest after approximately one year from the date of grant.

OnIn March 1,2023, the Company granted to all of the Company’s executive officers and certain other employees a total of 318,577 RSUs, which vest pro-rata on an annual basis over a period of three years from the date of the grant, and a total of 108,984 PSUs for which vesting is contingent upon the Compensation and Human Capital Management Committee of the Board of Director’s certification, after the conclusion of a three-year period from the date of the grant, that the Company has attained a threshold level of certain performance criteria over such period. In March 2022, the Company granted to all of the Company’s executive officers and certain other employees a total of 978,364 RSUs, which vest pro-rata on an annual basis over a period of three or five years from the date of the grant, and a total of 533,676 PSUs for which vesting is contingent upon the Compensation and Human Capital Management Committee of the Board of Director’s certification, after the conclusion of a three-year period from the date of the grant, that the Company has attained a threshold level of certain performance criteria over such period. ~~On May 17, 2022, the Company granted a total of 31,559 shares of restricted stock to the Company’s non-employee directors which vest after approximately one year from the date of grant.~~

As of September 30, ~~2022~~2023 and December 31, ~~2021,~~2022, there were ~~5,243,671~~4,830,074 shares and ~~6,787,270~~5,302,256 shares that remained available for issuance as restricted stock or RSU awards (including those that may be issued as performance shares and PSUs), respectively, and 18,675,815 shares that ~~remain~~remained available for issuance upon the exercise of stock options at both dates. As of both September 30, ~~2022~~2023 and December 31, ~~2021,~~2022, no stock options had been awarded under the 2021 Plan.

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The following table summarizes the Company’s restricted stock award activity for the ~~nine months ended September 30, 2022:~~periods indicated:

Number of Shares Weighted-Average Grant Price Per Share
Non-vested restricted stock as of December 31, 2021 683,056 $ 20.13
Granted 31,559 19.17
Non-vested restricted stock as of September 30, 2022 714,615 $ 20.09


	For the Nine Months Ended September 30,
	2023			2022
	Number of Shares	Weighted-Average Grant Price Per Share		Number of Shares	Weighted-Average Grant Price Per Share
Non-vested restricted stock as of the beginning of the respective period	525,460	$	20.08	683,056	$	20.13
Granted	47,820	11.50		31,559	19.17
Vested	(28,690)	19.17		—	—
Forfeited	—	—		—	—
Non-vested restricted stock as of the end of the respective period	544,590	$	19.37	714,615	$	20.09

The following table summarizes the Company’s restricted stock unit activity for the ~~nine months ended September 30, 2022:~~periods indicated:


		Number of Shares	Weighted-Average Grant Price Per Share			For the Nine Months Ended September 30,
Non-vested restricted stock units as of December 31, 2021		—	$	—
						2023			2022
						Number of Shares	Weighted-Average Grant Price Per Share		Number of Shares	Weighted-Average Grant Price Per Share
Non-vested restricted stock units as of the beginning of the respective period					Non-vested restricted stock units as of the beginning of the respective period	972,325	$	21.08	—	$	—
Granted	Granted	978,364	21.08		Granted	318,577	15.63		978,364	21.08
Vested (1)					Vested (1)	(231,407)	21.08		—	—
Forfeited	Forfeited	(6,039)	21.08		Forfeited	(3,199)	16.72		(6,039)	21.08
Non-vested restricted stock units as of September 30, 2022		972,325	$	21.08
Non-vested restricted stock units as of the end of the respective period					Non-vested restricted stock units as of the end of the respective period	1,056,296	$	19.45	972,325	$	21.08

(1)Includes 74,625 shares withheld upon settlement for employee taxes.

The following table summarizes the Company’s performance stock unit activity for the periods indicated:


	For the Nine Months Ended September 30,
	2023			2022
	Number of Shares	Weighted-Average Grant Price Per Share		Number of Shares	Weighted-Average Grant Price Per Share
Non-vested performance stock units as of the beginning of the respective period	533,676	$	21.12	—	$	—
Granted	108,984	10.16		533,676	21.12
Vested	—	—		—	—
Forfeited	—	—		—	—
Non-vested performance stock units as of the end of the respective period	642,660	$	19.26	533,676	$	21.12

During the nine months ended September 30, ~~2022:~~

Number of Shares Weighted-Average Grant Price Per Share
Non-vested performance stock units as of December 31, 2021 — $ —
Granted 533,676 21.12
Non-vested performance stock units as of September 30, 2022 533,676 $ 21.12

~~As of both September 30, 2022 and December 31, 2021, no~~2023, 28,690 RSA awards vested. Such awards had ~~vested.~~

~~For~~a grant date fair value of $0.5 million. During the ~~three~~nine months ended September 30, 2022, no awards had vested. During the nine months ended September 30, 2023, 231,407 RSU awards vested. Such awards had a grant date fair value of $4.9 million. As of September 30, 2023, no PSU awards had vested. As of December 31, 2022, no RSU or PSU awards had vested.

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The following table shows share-based compensation expense under the 2021 Plan and the related tax benefit ~~totaled $3.6 million and $1.0 million, respectively. For the nine months ended September 30, 2022, share-~~

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~~based compensation expense under the 2021 Plan and the related tax benefit totaled $8.1 million and $2.3 million, respectively. No share-based compensation expense was incurred~~ for the ~~three and nine months ended September 30, 2021 as the Company began granting awards in November 2021.~~periods indicated:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2023		2022		2023		2022
	(In millions)
Share-based compensation expense	$	3.7	$	3.6	$	11.4	$	8.1
Related tax benefit	1.0		1.0		3.2		2.3

As of September 30, ~~2022~~2023 and December 31, ~~2021,~~2022, there was ~~$40.8~~$32.6 million and ~~$13.5~~$34.6 million, respectively, of total unrecognized compensation expense related to unvested restricted stock awards, restricted stock units and performance stock units granted and issued under the 2021 Plan, as applicable. As of September 30, ~~2022,~~2023, this cost is expected to be recognized over a weighted average remaining period of approximately ~~3.6~~2.5 years. As of December 31, ~~2021,~~2022, this cost was expected to be recognized over a weighted average remaining period of approximately ~~4.9~~3.3 years.

12. Income Taxes

The information presented within this Note excludes discontinued operations. Refer to Note 19, “Discontinued Operations” for further discussion regarding discontinued operations.

The following table sets forth information regarding the Company’s tax provision and applicable tax rates for the periods indicated:


	For the Three Months Ended September 30,						For the Nine Months Ended September 30,
	2023			2022			2023			2022
	(Dollars in thousands)
Combined federal and state income tax (benefit) provision	$	(16,178)		$	16,650		$	(65,619)		$	43,681
Effective income tax rate	(34.2)		%	24.0		%	41.1		%	23.1		%

The Company recorded a net income tax benefit of $16.2 million and $65.6 million for the three and nine months ended September 30, 2023, respectively, compared to net income tax expense of $16.7 million and $43.7 million for the three and nine months ended September 30, 2022, respectively.

The Company established a $17.4 million valuation allowance in the first quarter of 2023 against the capital loss carryforward deferred tax asset which resulted from the sale of securities for the amount of deferred tax asset management believed was not more-likely-than-not to be realized. The income tax benefit for the three months ended September 30, 2023 was primarily due to the reversal of the remainder of the federal portion of the valuation allowance established in the first quarter of 2023. The amount reversed during the three months ended September 30, 2023 was $14.6 million. As a result of the execution of the agreement to sell the Company’s insurance agency business in September 2023 and the determination of the resulting capital gain, management determined it to be more-likely-than-not that the Company will realize federal capital losses related to the securities sale. Consequently, the Company reversed the associated federal valuation allowance previously established as management had determined it was more-likely-than-not that the entirety of the federal deferred tax asset related to the loss on such securities sales would be realized. In addition, the Company recognized an income tax benefit associated with a change in management’s estimate of annual pre-tax loss for purposes of determining the Company’s income tax provision.

The income tax benefit for the nine months ended September 30, 2023 was primarily due to pretax losses which largely resulted from losses on sales of available for sale securities in the first quarter of 2023. In addition, during the first quarter of 2023, the Company liquidated Market Street Securities Corporation (“MSSC”), a wholly owned subsidiary, and transferred all of MSSC’s assets to Eastern Bank. In connection with the liquidation and subsequent transfer of securities previously held by MSSC to Eastern Bank, the Company recognized an additional deferred income tax benefit of $23.7 million during the first quarter of 2023. This deferred income tax benefit resulted from a state tax rate change applied to the deferred tax asset related to the securities transferred to Eastern Bank.

13. Commitments and Contingencies

Financial Instruments with Off-Balance Sheet Risk

In order to meet the financing needs of its customers and to reduce its own exposure to fluctuations in interest rates, the Company is party to financial instruments with off-balance sheet risk in the normal course of business. These financial instruments include commitments to extend credit, standby letters of credit, and forward commitments to sell loans, all of which involve, to varying degrees, elements of credit and interest rate risk in excess of the amount recognized in the ~~consolidated balance sheets.~~

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Consolidated Balance Sheets. The contract or notional amounts of those instruments reflect the extent of involvement the Company has in each particular class of financial instruments.

Substantially all of the Company’s commitments to extend credit, which normally have fixed expiration dates or termination clauses, are contingent upon customers maintaining specific credit standards at the time of loan funding. Standby letters of credit are conditional commitments issued by the Company 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 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. The credit risk involved in issuing letters of credit is essentially the same as that involved in extending loan facilities to customers. For forward loan sale commitments, the contract or notional amount does not represent exposure to credit loss. The Company does not sell loans with recourse.

The following table summarizes the above financial instruments as of the dates indicated:


		As of September 30, 2022		As of December 31, 2021			As of September 30, 2023		As of December 31, 2022
		(In thousands)					(In thousands)
Commitments to extend credit	Commitments to extend credit	$	5,605,713	$	5,175,521	Commitments to extend credit	$	5,920,300	$	5,680,438
Standby letters of credit	Standby letters of credit	66,467		65,602		Standby letters of credit	54,532		65,154
Forward commitments to sell loans	Forward commitments to sell loans	8,139		24,440		Forward commitments to sell loans	8,495		10,008

Other Contingencies

The Company has been named a defendant in various legal proceedings arising in the normal course of business. ~~Set out below are descriptions of significant legal matters involving the Company and its subsidiaries.~~ In the opinion of management, based on the advice of legal counsel, the ultimate resolution of these proceedings will not have a material effect on the Company’s ~~consolidated financial statements.~~

In the second quarter of 2021, the Company entered into a preliminary settlement of two purported class action matters concerning overdraft and nonsufficient funds fees. The matters were filed in the Massachusetts Superior Court in November 2019 and April 2021, respectively, and were consolidated into one matter for final settlement purposes. The matters were settled during the first quarter of 2022 and the total settlement expense, including related costs, was $3.3 million. The Company incurred no costs in 2022 related to these matters as the total settlement expense had been accrued in 2021 when management determined the loss contingency to be both probable and estimable. The Company’s regulators conducted inquiries and reviewed data related to one of these class action matters and, in February 2022, made an additional request for data and notified management that they may require additional restitution for certain matters associated with the nonsufficient funds fees matter. Based on this discussion, management believed that a loss contingency for this restitution was probable but was not able to determine a reasonable estimate for the loss. However, later during the first quarter of 2022, the Company was informed by its regulators that no additional remediation on this issue would be required. As a result, as of September 30, 2022, management no longer believes that a loss contingency for restitution associated with this issue is probable.

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As a member of the Federal Reserve System, the Bank is required to maintain certain reserves of vault cash and/or deposits with the Federal Reserve Bank of Boston (the “FRBB”). However, in response to the COVID-19 pandemic, the Federal Reserve temporarily eliminated reserve requirements and therefore there was no minimum reserve requirement as of either September 30, 2022 or December 31, 2021.Consolidated Financial Statements.

~~13.~~14. Derivative Financial Instruments

The Company uses derivative financial instruments to manage its interest rate risk resulting from the differences in the amount, timing, and duration of known or expected cash receipts and known or expected cash payments. Additionally, the Company enters into interest rate derivatives and foreign exchange contracts to accommodate the business requirements of its customers (“customer-related positions”) and risk participation agreements entered into as financial guarantees of performance on customer-related interest rate swap derivatives. The Company also enters into residential mortgage loan commitments to fund mortgage loans at specified rates and times in the future and enters into forward sale commitments to sell such residential mortgage loans at specified prices and times in the future, both of which are considered derivative instruments. Derivative instruments are carried at fair value in the Company’s ~~financial statements.~~Consolidated Financial Statements. The accounting for changes in the fair value of a derivative instrument is dependent upon whether or not the instrument qualifies as a hedge for accounting purposes, and further, by the type of hedging relationship.

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 plus any initial margin collateral posted. The Company seeks to minimize counterparty credit risk through credit approvals, limits, monitoring procedures, and obtaining collateral, where appropriate. As such, management believes the risk of incurring credit losses on derivative contracts with those counterparties is remote. The Company’s discounting methodology and interest calculation of cash margin uses the Secured Overnight Financing Rate, or SOFR, for U.S. dollar cleared interest rate swaps.

Interest Rate Positions

An interest rate swap 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. The Company has entered into interest rate swaps in which it pays floating and receives fixed interest in order to manage its interest rate risk exposure to the variability in interest cash flows on certain floating-rate loans. Such interest rate swaps include those which effectively convert the floating rate one-month ~~LIBOR,~~ SOFR or overnight indexed swap rate, or prime rate interest payments received on the loans to a fixed rate and consequently reduce the Company’s exposure to variability in short-term interest rates. For interest rate swaps that are accounted for as cash flow hedges, changes in fair value are included in other comprehensive income and reclassified into net income in the same period or periods during which the hedged forecasted transaction affects net

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income. The following ~~table reflects~~tables reflect the Company’s derivative positions ~~as of September 30, 2022~~ for interest rate swaps which qualify as cash flow hedges for accounting ~~purposes:~~purposes as of the dates indicated:


As of September 30, 2023											As of September 30, 2023
					Weighted Average Rate										Weighted Average Rate
		Notional Amount		Weighted Average Maturity	Current Rate Paid		Receive Fixed Swap Rate		Fair Value (1)			Notional Amount		Weighted Average Maturity	Current Rate Paid		Receive Fixed Swap Rate		Fair Value (1)
		(In thousands)		(In Years)					(In thousands)			(In thousands)		(In Years)					(In thousands)
Interest rate swaps on loans	Interest rate swaps on loans	$	2,400,000	4.82	2.62	%	3.02	%	$	(3,201)	Interest rate swaps on loans	$	2,400,000	3.82	5.32	%	3.02	%	$	(351)
Total	Total	$	2,400,000						$	(3,201)	Total	$	2,400,000						$	(351)

(1)The fair value included a net accrued interest ~~receivable~~payable balance of ~~$0.2~~$2.5 million as of September 30, 2023. In addition, the fair value includes netting adjustments which represent the amounts recorded to convert derivative assets and liabilities cleared through the Chicago Mercantile Exchange, or CME, from a gross basis to a net basis in accordance with applicable accounting guidance.


As of December 31, 2022
				Weighted Average Rate
	Notional Amount		Weighted Average Maturity	Current Rate Paid		Receive Fixed Swap Rate		Fair Value (1)
	(In thousands)		(In Years)					(In thousands)
Interest rate swaps on loans	$	2,400,000	4.57	4.07	%	3.02	%	$	(2,401)
Total	$	2,400,000						$	(2,401)

(1)The fair value included a net accrued interest payable balance of $1.5 million as of December 31, 2022. In addition, the fair value includes netting adjustments which represent the amounts recorded to convert derivative assets and liabilities cleared through the CME from a gross basis to a net basis in accordance with applicable accounting guidance.

~~As of December 31, 2021, the Company did not have any active interest rate swaps which qualified as cash flow hedges for accounting purposes.~~

The maximum amount of time over which the Company is currently hedging its exposure to the variability in future cash flows of forecasted transactions related to the receipt of variable interest on existing financial instruments is 54 years.

The Company expects approximately ~~$27.6~~$54.1 million will be reclassified into interest income, as a reduction of such income, from other comprehensive income related to the Company’s active cash flow hedges in the next 12 months as of

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September 30, ~~2022.~~2023. The reclassification is due to anticipated net payments on the swaps based upon the forward curve as of September 30, ~~2022.~~2023.

The Company discontinues cash flow hedge accounting if it is probable the forecasted hedged transactions will not occur in the initially identified time period. At such time, the associated gains and losses deferred in accumulated other comprehensive income (“AOCI”) are reclassified immediately into earnings and any subsequent changes in the fair value of such derivatives are recognized directly in earnings.

The following table presents the pre-tax impact of terminated cash flow hedges on AOCI for the ~~three and nine months ended September 30, 2022 and September 30, 2021:~~periods indicated:

For the Three Months Ended September 30, For the Nine Months Ended September 30,
2022 2021 2022 2021
(In thousands)
Unrealized gains on terminated hedges included in AOCI – beginning of respective period $ 1,850 $ 24,980 $ 10,239 $ 41,473
Unrealized gains on terminated hedges arising during the period — — — —
Reclassification adjustments for amortization of unrealized gains into net income (1,263) (7,851) (9,652) (24,344)
Unrealized gains on terminated hedges included in AOCI – end of respective period $ 587 $ 17,129 $ 587 $ 17,129

The balance of terminated cash flow hedges in AOCI will be amortized into earnings through January 2023. The Company expects the remaining $0.6 million to be reclassified into interest income from other comprehensive income related to the Company’s terminated cash flow hedges in the next 12 months as of September 30, 2022.


	For the Three Months Ended September 30,				For the Nine Months Ended September 30,
	2023		2022		2023		2022
	(In thousands)
Unrealized gains on terminated hedges included in AOCI – beginning of respective period	$	—	$	1,850	$	46	$	10,239
Unrealized gains on terminated hedges arising during the period	—		—		—		—
Reclassification adjustments for amortization of unrealized gains into net income	—		(1,263)		(46)		(9,652)
Unrealized gains on terminated hedges included in AOCI – end of respective period	$	—	$	587	$	—	$	587

Customer-Related Positions

Interest rate swaps offered to commercial customers do not qualify as hedges for accounting purposes. These swaps allow the Company to retain variable rate commercial loans while allowing the commercial customer to synthetically fix the loan rate by entering into a variable-to-fixed rate interest rate swap. The Company believes that its exposure to commercial customer derivatives is limited to ~~nonperformance~~non-performance by either the customer or the dealer because these contracts are simultaneously matched at inception with an offsetting transaction.

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Risk participation agreements are entered into as financial guarantees of performance on interest rate swap derivatives. The purchased (asset) or sold (liability) guarantee allow the Company to participate-out (fee paid) or participate-in (fee received) the risk associated with certain derivative positions executed with the borrower by the lead bank in a customer-related interest rate swap derivative.

Foreign exchange contracts consist of those offered to commercial customers and those entered into to hedge the Company’s foreign currency risk associated with a foreign-currency loan. Neither qualifies as a hedge for accounting purposes. These commercial customer derivatives are offset with matching derivatives with correspondent-bank counterparties in order to minimize foreign exchange rate risk to the Company. Exposure with respect to these derivatives is largely limited to ~~nonperformance~~non-performance by either the customer or the other counterparty. Neither the Company nor the correspondent-bank counterparty are required to post collateral but each has established foreign-currency transaction limits to manage the exposure risk. The Company requires its customers to post collateral to minimize risk exposure.

The following tables present the Company’s customer-related derivative positions as of the dates indicated below for those derivatives not designated as ~~hedging.~~hedging:

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	September 30, 2023
	Number of Positions	Total Notional
	(Dollars in thousands)
Interest rate swaps	376	$	2,478,858
Risk participation agreements	73	267,812
Foreign exchange contracts:
Matched commercial customer book	92	45,145
Foreign currency loan	6	11,553

September 30, 2022
Number of Positions Total Notional
(Dollars in thousands)
Interest rate swaps 400 $ 2,549,355
Risk participation agreements 60 252,553
Foreign exchange contracts:
Matched commercial customer book 72 12,016
Foreign currency loan 4 12,030


		December 31, 2021				December 31, 2022
		Number of Positions	Total Notional			Number of Positions	Total Notional
		(Dollars in thousands)				(Dollars in thousands)
Interest rate swaps	Interest rate swaps	494	$	3,009,150	Interest rate swaps	382	$	2,404,003
Risk participation agreements	Risk participation agreements	64	238,772		Risk participation agreements	63	241,029
Foreign exchange contracts:	Foreign exchange contracts:				Foreign exchange contracts:
Matched commercial customer book	Matched commercial customer book	72	7,922		Matched commercial customer book	32	7,877
Foreign currency loan	Foreign currency loan	6	10,830		Foreign currency loan	5	13,948

The level of interest rate swaps, risk participation agreements and foreign currency exchange contracts at the end of each period noted above was commensurate with the activity throughout those periods.

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The table below presents the fair value of the Company’s derivative financial instruments, as well as their classification on the ~~consolidated balance sheets~~Consolidated Balance Sheets for the periods ~~indicated. There were no derivatives designated as hedging instruments at December 31, 2021.~~indicated:


		Asset Derivatives					Liability Derivatives						Asset Derivatives					Liability Derivatives
		Balance Sheet Location	Fair Value at September 30, 2022		Fair Value at December 31, 2021		Balance Sheet Location	Fair Value at September 30, 2022		Fair Value at December 31, 2021			Balance Sheet Location	Fair Value at September 30, 2023		Fair Value at December 31, 2022		Balance Sheet Location	Fair Value at September 30, 2023		Fair Value at December 31, 2022
		(In thousands)											(In thousands)
Derivatives designated as hedging instruments	Derivatives designated as hedging instruments											Derivatives designated as hedging instruments
Interest rate swaps	Interest rate swaps	Other assets	$	5	$	—	Other liabilities	$	3,206	$	—	Interest rate swaps	Other assets	$	15	$	16	Other liabilities	$	367	$	2,417
Derivatives not designated as hedging instruments	Derivatives not designated as hedging instruments											Derivatives not designated as hedging instruments
Customer-related positions:	Customer-related positions:											Customer-related positions:
Interest rate swaps	Interest rate swaps	Other assets	$	23,818	$	64,338	Other liabilities	$	82,404	$	17,880	Interest rate swaps	Other assets	$	25,236	$	23,567	Other liabilities	$	92,409	$	78,577
Risk participation agreements	Risk participation agreements	Other assets	55		315		Other liabilities	134		580		Risk participation agreements	Other assets	47		78		Other liabilities	45		130
Foreign currency exchange contracts - matched customer book	Foreign currency exchange contracts - matched customer book	Other assets	428		61		Other liabilities	414		46		Foreign currency exchange contracts - matched customer book	Other assets	785		198		Other liabilities	763		205
Foreign currency exchange contracts - foreign currency loan	Foreign currency exchange contracts - foreign currency loan	Other assets	54		—		Other liabilities	132		87		Foreign currency exchange contracts - foreign currency loan	Other assets	261		2		Other liabilities	1		93
			$	24,355	$	64,714		$	83,084	$	18,593			$	26,329	$	23,845		$	93,218	$	79,005
Total	Total		$	24,360	$	64,714		$	86,290	$	18,593	Total		$	26,344	$	23,861		$	93,585	$	81,422

The table below presents the net effect of the Company’s derivative financial instruments on the ~~consolidated income statements~~Consolidated Income Statements as well as the effect of the Company’s derivative financial instruments included in other comprehensive income (“OCI”) as follows:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2023		2022		2023		2022
	(In thousands)
Derivatives designated as hedges:
Loss in OCI on derivatives	$	(29,022)	$	(72,667)	$	(66,168)	$	(71,182)
(Loss) gain reclassified from OCI into interest income (effective portion)	$	(13,723)	$	3,755	$	(34,557)	$	12,797
Gain recognized in income on derivatives (ineffective portion and amount excluded from effectiveness test)
Interest income	—		—		—		—
Other income	—		—		—		—
Total	$	—	$	—	$	—	$	—
Derivatives not designated as hedges:
Customer-related positions:
Gain recognized in interest rate swap income	$	910	$	1,035	$	770	$	4,760
Gain recognized in interest rate swap income for risk participation agreements	25		38		54		186
Gain (loss) recognized in other income for foreign currency exchange contracts:
Matched commercial customer book	9		(1)		29		(1)
Foreign currency loan	503		(136)		351		9
Total gain for derivatives not designated as hedges	$	1,447	$	936	$	1,204	$	4,954

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Three Months Ended
September 30, Nine Months Ended
September 30,
2022 2021 2022 2021
(In thousands)
Derivatives designated as hedges:
Loss in OCI on derivatives $ (72,667) $ — $ (71,182) $ —
Gain reclassified from OCI into interest income (effective portion) $ 3,755 $ 7,851 $ 12,797 $ 24,344
Gain recognized in income on derivatives (ineffective portion and amount excluded from effectiveness test)
Interest income — — — —
Other income — — — —
Total $ — $ — $ — $ —
Derivatives not designated as hedges:
Customer-related positions:
Gain recognized in interest rate swap income $ 1,035 $ 832 $ 4,760 $ 4,596
Gain (loss) recognized in interest rate swap income for risk participation agreements 38 (4) 186 260
Gain recognized in other income for foreign currency exchange contracts:
Matched commercial customer book (1) 8 (1) —
Foreign currency loan (136) 72 9 181
Total gain for derivatives not designated as hedges $ 936 $ 908 $ 4,954 $ 5,037

The Company has agreements with its customer-related interest rate swap derivative counterparties that contain a provision whereby if the Company defaults on any of its indebtedness, including default where repayment of the indebtedness has not been accelerated by the lender, then the Company could also be declared in default on its derivative obligations.

The Company also has agreements with certain of its customer-related interest rate swap derivative correspondent-bank counterparties that contain a provision whereby if the Company fails to maintain its status as a well-capitalized institution, then the counterparty could terminate the derivative positions and the Company would be required to settle its obligations under the agreements.

The Company’s exposure related to its customer-related interest rate swap derivatives consists of exposure on cleared derivative transactions and exposure on non-cleared derivative transactions.

Cleared derivative transactions are with the Chicago Mercantile Exchange, or CME, and exposure is settled to market daily, with additional credit exposure related to initial-margin collateral pledged to CME at trade execution. At September 30, ~~2022 and December 31, 2021,~~2023, the Company had exposure to CME for settled variation margin in excess of the customer-related and non-customer-related interest rate swap termination values of ~~$0.6 million~~$0.1 million. At December 31, 2022, the Company had no exposure to CME for settled variation margin in excess of the customer-related and ~~$0.4 million, respectively.~~non-customer-related interest rate swap termination values. In addition, at September 30, ~~2022~~2023 and December 31, ~~2021,~~2022, the Company had posted initial-margin collateral in the form of U.S. Treasury notes amounting to ~~$83.7~~$84.2 million and ~~$48.9~~$84.1 million, respectively, to CME for these derivatives. The U.S. Treasury notes were considered restricted assets and were included in available for sale securities within the Company’s ~~consolidated balance sheets.~~Consolidated Balance Sheets.

At both September 30, 2023 and December 31, 2022, there were no customer-related interest rate swap derivatives with credit-risk contingent features in a net liability position. At December 31, 2021 the fair value of all customer-related interest rate swap derivatives with credit-risk related contingent features that were in a net liability position, which includes accrued interest but excludes any adjustment for nonperformance risk, totaled $13.7 million. The Company has minimum collateral posting thresholds with its customer-related interest rate swap derivative correspondent-bank counterparties to the extent that the Company has a liability position with the correspondent-bank counterparties. At both September 30, ~~2022~~2023 and December 31, ~~2021,~~2022, the Company had posted collateral in the form of cash amounting to ~~$2.0~~$1.0 million, ~~and $21.3 million, respectively,~~ which was considered to be a restricted asset and was included in other short-term investments within the ~~Company's consolidated balance sheets.~~Company’s Consolidated Balance Sheets. If the Company had breached any of these provisions at September 30, ~~2022~~2023 or December 31, ~~2021,~~2022, it would have been required to settle its

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obligations under the agreements at the termination value. In addition, the Company had cross-default provisions with its commercial customer loan agreements which provide cross-collateralization with the customer loan collateral.

Mortgage Banking Derivatives

The Company enters into residential mortgage loan commitments in connection with its consumer mortgage banking activities to fund mortgage loans at specified rates and times in the future. In addition, the Company enters into forward sale commitments to sell such residential mortgage loans at specified prices and times in the future. These commitments are short-term in nature and generally expire in 30 to 60 days. The residential mortgage loan commitments that relate to the origination of mortgage loans that will be held for sale and the related forward sale commitments are considered derivative instruments under ASC Topic 815, “Derivatives and Hedging” and are reported at fair value. Changes in fair value are reported in earnings and included in other non-interest income on the ~~consolidated statements~~Consolidated Statements of ~~income.~~Income. As of September 30, ~~2022~~2023 and December 31, ~~2021,~~2022, the Company had an outstanding notional balance of residential mortgage loan origination commitments of ~~$9.4~~$12.2 million and ~~$31.9~~$8.3 million, respectively, and forward sale commitments of ~~$8.1~~$8.5 million and ~~$24.4~~$10.0 million, respectively. During both the three months ended September 30, ~~2022~~2023 and September 30, ~~2021,~~2022, the Company recorded net losses related to the change in fair value of commitments to originate and sell mortgage loans of less than $0.1 million. During the nine months ended September 30, ~~2022~~2023 and September 30, ~~2021,~~2022, the Company recorded net losses related to the change in fair value of commitments to originate and sell mortgage loans of ~~$0.2~~$0.1 million and ~~$0.5~~$0.2 million, respectively. The aggregate fair value of both the Company’s mortgage banking derivative asset and liability as of both September 30, 2023 and December 31, 2022 was $0.1 million and less than $0.1 million, respectively. The aggregate fair value of the Company’s mortgage banking derivative asset and liability as of December 31, 2021 was $0.3 million and $0.1 million, respectively.million. Mortgage banking derivative assets and liabilities are included in other assets and other liabilities, respectively, onin the ~~consolidated balance sheets.~~Consolidated Balance Sheets. Residential mortgages sold are generally sold with servicing rights released. Mortgage banking derivatives do not qualify as hedges for accounting purposes.

~~14.~~15. Balance Sheet Offsetting

Certain financial instruments, including derivatives, may be eligible for offset in the ~~consolidated balance sheets~~Consolidated Balance Sheets and/or subject to master netting arrangements or similar agreements. The Company’s derivative transactions with upstream financial institution counterparties are generally executed under International Swaps and Derivative Association master agreements which include “right of set-off” provisions. In such cases there is generally a legally enforceable right to offset recognized amounts. However, the Company does not offset fair value amounts recognized for derivative instruments. The Company nets 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

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required to be maintained at dealer banks by the Company is monitored and adjusted as necessary. As of September 30, ~~2022~~2023 and December 31, ~~2021,~~2022, it was determined that no additional collateral would have to be posted to immediately settle these instruments.

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The following tables present the Company’s asset and liability positions that were eligible for offset and the potential effect of netting arrangements on its ~~consolidated balance sheet,~~Consolidated Balance Sheet, as of the dates indicated:


		As of September 30, 2022																					As of September 30, 2023
		Gross Amounts Recognized		Gross Amounts Offset in the Consolidated Balance Sheet				Net Amounts Presented in the Consolidated Balance Sheet				Gross Amounts Not Offset in the Consolidated Balance Sheet								Net Amount			Gross Amounts Recognized					Gross Amounts Offset in the Consolidated Balance Sheet		Net Amounts Presented in the Consolidated Balance Sheet			Gross Amounts Not Offset in the Consolidated Balance Sheet				Net Amount
Description	Description									Financial Instruments				Collateral Pledged/ (Received)				Description								Financial Instruments						Collateral Pledged/ (Received)
		(In thousands)																								(In thousands)
Derivative Assets	Derivative Assets																					Derivative Assets
Interest rate swaps	Interest rate swaps	$	5			$	—			$	5			$	—			$	—					$	5		Interest rate swaps	$	15	$	—		$	15	$	—	$	—	$	15
Customer-related positions:	Customer-related positions:																					Customer-related positions:
Interest rate swaps	Interest rate swaps	23,818		—				23,818				14				(16,650)				7,154		Interest rate swaps	25,236					—		25,236			321		(16,900)		8,015
Risk participation agreements	Risk participation agreements	55		—				55				—				—				55		Risk participation agreements	47					—		47			—		—		47
Foreign currency exchange contracts – matched customer book	Foreign currency exchange contracts – matched customer book	428		—				428				—				—				428		Foreign currency exchange contracts – matched customer book	785					—		785			—		—		785
Foreign currency exchange contracts – foreign currency loan	Foreign currency exchange contracts – foreign currency loan	54		—				54				—				—				54		Foreign currency exchange contracts – foreign currency loan	261					—		261			—		—		261
		$	24,360	$	—			$	24,360			$	14			$	(16,650)			$	7,696		$	26,344				$	—	$	26,344		$	321	$	(16,900)	$	9,123
Derivative Liabilities	Derivative Liabilities																					Derivative Liabilities
Interest rate swaps	Interest rate swaps	$	3,206	$	—			$	3,206			$	—			$	3,206			$	—	Interest rate swaps	$	367				$	—	$	367		$	—	$	367	$	—
Customer-related positions:	Customer-related positions:																					Customer-related positions:
Interest rate swaps	Interest rate swaps	82,404		—				82,404				14				2,000				80,390		Interest rate swaps	92,409					—		92,409			321		—		92,088
Risk participation agreements	Risk participation agreements	134		—				134				—				—				134		Risk participation agreements	45					—		45			—		—		45
Foreign currency exchange contracts – matched customer book	Foreign currency exchange contracts – matched customer book	414		—				414				—				—				414		Foreign currency exchange contracts – matched customer book	763					—		763			—		—		763
Foreign currency exchange contracts – foreign currency loan	Foreign currency exchange contracts – foreign currency loan	132		—				132				—				—				132		Foreign currency exchange contracts – foreign currency loan	1					—		1			—		—		1
		$	86,290	$	—			$	86,290			$	14			$	5,206			$	81,070		$	93,585				$	—	$	93,585		$	321	$	367	$	92,897

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		As of December 31, 2021																					As of December 31, 2022
		Gross Amounts Recognized		Gross Amounts Offset in the Consolidated Balance Sheet				Net Amounts Presented in the Consolidated Balance Sheet				Gross Amounts Not Offset in the Consolidated Balance Sheet								Net Amount			Gross Amounts Recognized					Gross Amounts Offset in the Consolidated Balance Sheet		Net Amounts Presented in the Consolidated Balance Sheet			Gross Amounts Not Offset in the Consolidated Balance Sheet				Net Amount
Description	Description									Financial Instruments				Collateral Pledged/ (Received)				Description								Financial Instruments						Collateral Pledged/ (Received)
		(In thousands)																								(In thousands)
Derivative Assets	Derivative Assets																					Derivative Assets
Interest rate swaps																						Interest rate swaps	$	16				$	—	$	16		$	—	$	—	$	16
Customer-related positions:	Customer-related positions:																					Customer-related positions:
Interest rate swaps	Interest rate swaps	$	64,338			$	—			$	64,338			$	1,440			$	—					$	62,898		Interest rate swaps	23,567		—			23,567		381		(14,430)		8,756
Risk participation agreements	Risk participation agreements	315		—				315				—				—				315		Risk participation agreements	78					—		78			—		—		78
Foreign currency exchange contracts – matched customer book	Foreign currency exchange contracts – matched customer book	61		—				61				—				—				61		Foreign currency exchange contracts – matched customer book	198					—		198			—		—		198
Foreign currency exchange contracts – foreign currency loan	Foreign currency exchange contracts – foreign currency loan	—		—				—				—				—				—		Foreign currency exchange contracts – foreign currency loan	2					—		2			—		—		2
		$	64,714	$	—			$	64,714			$	1,440			$	—			$	63,274		$	23,861				$	—	$	23,861		$	381	$	(14,430)	$	9,050
Derivative Liabilities	Derivative Liabilities																					Derivative Liabilities
Interest rate swaps																						Interest rate swaps	$	2,417				$	—	$	2,417		$	—	$	2,417	$	—
Customer-related positions:	Customer-related positions:																					Customer-related positions:
Interest rate swaps	Interest rate swaps	$	17,880	$	—			$	17,880			$	1,440			$	16,440			$	—	Interest rate swaps	78,577					—		78,577			381		—		78,196
Risk participation agreements	Risk participation agreements	580		—				580				—				—				580		Risk participation agreements	130					—		130			—		—		130
Foreign currency exchange contracts – matched customer book	Foreign currency exchange contracts – matched customer book	46		—				46				—				—				46		Foreign currency exchange contracts – matched customer book	205					—		205			—		—		205
Foreign currency exchange contracts – foreign currency loan	Foreign currency exchange contracts – foreign currency loan	87		—				87				—				—				87		Foreign currency exchange contracts – foreign currency loan	93					—		93			—		—		93
		$	18,593	$	—			$	18,593			$	1,440			$	16,440			$	713		$	81,422				$	—	$	81,422		$	381	$	2,417	$	78,624

~~15.~~16. Fair Value of Assets and Liabilities

~~The Company uses~~ASC 820 “Fair Value Measurements and Disclosures” (“ASC 820”) defines fair value ~~measurements to record adjustments to certain assets and liabilities and to determine fair value disclosures. The fair value of a financial instrument is~~as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants on the measurement date. A fair value measurement assumes that the transaction to sell the asset or transfer the liability occurs in the principal market for the asset or liability or, in the absence of a principal market, the most advantageous market. An orderly transaction is a transaction that assumes exposure to the market for a period prior to the measurement date. Market participants are buyers and sellers in the principal market that are independent, knowledgeable, able and willing to transact. ASC 820 also 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 unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy 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 unobservable inputs that reflect the Company’s own assumptions that are significant to the fair value measurement.

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

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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.

The Company uses fair value measurements to record adjustments to certain assets and liabilities and to determine fair value disclosures. Fair value is best determined based upon quoted market prices. However, in many instances, there are no quoted market prices for the Company’s various financial instruments. In cases where quoted market prices are not available, fair values are based on estimates using present value or other valuation techniques. Those techniques are significantly affected by the assumptions used, including the discount rate and estimates of future cash flows. Accordingly, the fair value estimates may not be realized in an immediate settlement of the instrument.

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 Company’s own assumptions are set to reflect those that the Company believes market participants would use in pricing the asset or liability at the measurement date. The Company uses prices and inputs that are current as of the measurement date, including during periods of market dislocation. In periods of market dislocation, the observability of prices and inputs may be reduced for many instruments. This condition could cause an instrument to be reclassified from Level 1 to Level 2 or from Level 2 to Level 3.

Fair value estimates are made at a specific point in time, based on relevant market information and information about the financial instrument. These estimates do not reflect any premium or discount that could result from offering for sale at one time the Company’s entire holdings of a particular financial instrument. Because no active market exists for a portion of the Company’s financial instruments, fair value estimates are based on judgements regarding future expected loss experience, current economic conditions, risk characteristics of various financial instruments, and other factors. These estimates are subjective in nature and involve uncertainties and matters of significant judgement, and therefore cannot be determined with precision. Changes in assumptions could significantly affect these estimates.

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The following methods and assumptions were used by the Company in estimating fair value disclosures:

Cash and Cash Equivalents

For these financial instruments, which have original maturities of 90 days or less, their carrying amounts reported in the ~~consolidated balance sheets~~Consolidated Balance Sheets approximate fair value.

Securities

Securities consisted of U.S. Treasury securities, U.S. Agency bonds, ~~(including SBA pooled securities),~~ U.S. government-sponsored residential and commercial mortgage-backed securities, state and municipal bonds, and other debt securities. AFS securities are recorded at fair value.

The Company’s U.S. Treasury securities are traded on active markets and therefore these securities were classified as Level 1.

The fair value of U.S. Agency bonds ~~including SBA pooled securities, are~~were evaluated using relevant trade data, benchmark quotes and spreads obtained from publicly available trade data, and generated on a price, yield or spread basis as determined by the observed market data. Therefore, these securities were categorized as Level 2 given the use of observable inputs.

The fair value of U.S. government-sponsored residential and commercial mortgage-backed securities were estimated using either a matrix or benchmarks. The inputs used include benchmark yields, reported trades, broker/dealer quotes, and issuer spreads. Therefore, these securities were categorized as Level 2 given the use of observable inputs.

The fair value of state and municipal bonds were estimated using a valuation matrix with inputs including observable bond interest rate tables, recent transactions, and yield relationships. Therefore, these securities were categorized as Level 2 given the use of observable inputs.

The fair value of other debt securities, which were held at December 31, 2022 and had matured as of September 30, 2023, were estimated using a valuation matrix with inputs including observable bond interest rate tables, recent transactions, and yield relationships. Therefore, these securities were categorized as Level 2 given the use of observable inputs.

Fair value was based on the value of one unit without regard to any premium or discount that may result from concentrations of ownership of a financial instrument, possible tax ramifications, or estimated transaction costs. ~~The estimated fair value of the Company’s securities, by type, is disclosed in~~ ~~Note 3, “Securities.”~~

Loans Held for Sale

The fair value of loans held for sale, whose carrying amounts approximate fair value, was estimated using the anticipated market price based upon pricing indications provided by investor banks. These assets were classified as Level 2 given the use of observable inputs.

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Loans

The fair value of commercial construction, commercial and industrial lines of credit, and certain other consumer loans was estimated by discounting the contractual cash flows using interest rates currently being offered for loans with similar terms to borrowers of similar credit quality.

For commercial, commercial real estate, residential real estate, automobile, and consumer home equity loans, fair value was estimated by discounting contractual cash flows adjusted for prepayment estimates using interest rates currently being offered for loans with similar terms to borrowers of similar credit quality.

~~The fair value of PPP loans, which are fully guaranteed by the SBA, approximates the carrying amount.~~

Loans are classified as Level 3 since the valuation methodology utilizes significant unobservable inputs. Loans that are deemed to be collateral-dependent, as described in Note 2, “Summary of Significant Accounting Policies” within the Notes to the Consolidated Financial Statements included within the Company’s 2022 Form 10-K, were recorded at the fair value of the underlying collateral.

FHLB Stock

The fair value of FHLB stock approximates the carrying amount based on the redemption provisions of the FHLB. These assets were classified as Level 2.

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Rabbi Trust Investments

Rabbi trust investments consisted primarily of cash and cash equivalents, U.S. government agency obligations, equity securities, mutual funds and other exchange-traded funds, and were recorded at fair value and included in other assets. The purpose of these rabbi trust investments is to fund certain executive non-qualified retirement benefits and deferred compensation.

The fair value of other U.S. government agency obligations was estimated using either a matrix or benchmarks. The inputs used include benchmark yields, reported trades, broker/dealer quotes, and issuer spreads. These securities were categorized as Level 2 given the use of observable inputs. The equity securities, mutual funds and other exchange-traded funds were valued based on quoted prices from the market. The equities, mutual funds and exchange-traded funds traded in an active market were categorized as Level 1 as they were valued based upon quoted prices from the market. Mutual funds at net asset value amounted to ~~$36.5~~$44.2 million at September 30, ~~2022~~2023 and ~~$58.1~~$38.9 million at December 31, ~~2021.~~2022. There were no redemption restrictions on these mutual funds at the end of any period presented.

Bank-Owned Life Insurance

The fair value of bank-owned life insurance was based upon quotations received from bank-owned life insurance dealers. These assets were classified as Level 2 given the use of observable inputs.

Deposits

The fair value of deposits with no stated maturity, such as noninterest-bearing demand deposits, savings, ~~and~~ interest checking accounts, and money market accounts, was equal to their carrying amount. The fair value of time deposits was based on the discounted value of contractual cash flows using current market interest rates. Deposits were classified as Level 2 given the use of observable market inputs.

The fair value estimates of deposits do not include the benefit that results from the low-cost funding provided by the deposit liabilities compared to the cost of borrowing funds in the wholesale market (core deposit intangibles).

FHLB Advances

The fair value of FHLB advances was based on the discounted value of contractual cash flows. The discount rates used are representative of approximate rates currently offered on instruments with similar remaining maturities. FHLB advances were classified as Level 2.

Escrow Deposits of Borrowers

The fair value of escrow deposits of borrowers, which have no stated maturity, approximates the carrying amount. Escrow deposits of borrowers were classified as Level 2.

Interest Rate Swap Collateral Funds

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The fair value of interest rate swap collateral funds approximates the carrying amount. Interest rate swap collateral funds were classified as Level 2.

Interest Rate Swaps

The fair value of interest rate swaps was determined using discounted cash flow analysis on the expected cash flows of the interest rate swaps. This analysis reflects the contractual terms of the interest rate swaps, including the period of maturity, and uses observable market-based inputs, including interest rate curves and implied volatility. In addition, for customer-related interest rate swaps, the analysis reflects a credit valuation adjustment to reflect the Company’s own non-performance risk and the respective counterparty’s non-performance risk in the fair value measurements. The majority of inputs used to value the Company’s interest rate swaps fall within Level 2 of the fair value hierarchy, but the credit valuation adjustments associated with the interest rate swaps utilize Level 3 inputs, such as estimates of current credit spreads to evaluate the likelihood of default by the Company and its counterparties. However, at September 30, ~~2022~~2023 and December 31, ~~2021,~~2022, the impact of the Level 3 inputs on the overall valuation of the interest rate swaps was deemed insignificant to the overall valuation. As a result, the interest rate swaps were categorized as Level 2 within the fair value hierarchy.

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Risk Participations

The fair value of risk participations was determined based upon the total expected exposure of the derivative which considers the present value of cash flows discounted using market-based inputs and were therefore categorized as Level 2 within the fair value hierarchy. The fair value also included a credit valuation adjustment which evaluates the credit risk of ~~its~~the counterparties by considering factors such as the likelihood of default by the counterparties, its net exposures, the remaining contractual life, as well as the amount of collateral securing the position. The change in value of derivative assets and liabilities attributable to credit risk was not significant during the reported periods.

Foreign Currency Forward Contracts

The fair values of foreign currency forward contracts were based upon the remaining expiration period of the contracts and bid quotations received from foreign exchange contract dealers and were categorized as Level 2 within the fair value hierarchy.

Mortgage Derivatives

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

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Fair Value of Assets and Liabilities Measured on a Recurring Basis

The following tables present the balances of assets and liabilities measured at fair value on a recurring basis as of September 30, ~~2022~~2023 and December 31, ~~2021:~~2022:


				Fair Value Measurements at Reporting Date Using																Fair Value Measurements at Reporting Date Using
		Balance as of September 30, 2022		Quoted Prices in Active Markets for Identical Assets (Level 1)				Significant Other Observable Inputs (Level 2)				Significant Unobservable Inputs (Level 3)			Balance as of September 30, 2023					Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Description	Description									Description
		(In thousands)																(In thousands)
Assets	Assets													Assets
Securities available for sale	Securities available for sale													Securities available for sale
Government-sponsored residential mortgage-backed securities	Government-sponsored residential mortgage-backed securities	$	4,209,089			$	—			$	4,209,089					$	—		Government-sponsored residential mortgage-backed securities	$	2,700,630	$	—	$	2,700,630	$	—
Government-sponsored commercial mortgage-backed securities	Government-sponsored commercial mortgage-backed securities	1,397,227		—				1,397,227				—		Government-sponsored commercial mortgage-backed securities	1,089,120					—		1,089,120		—
U.S. Agency bonds	U.S. Agency bonds	941,597		—				941,597				—		U.S. Agency bonds	207,965					—		207,965		—
U.S. Treasury securities	U.S. Treasury securities	92,460		92,460				—				—		U.S. Treasury securities	93,219					93,219		—		—
State and municipal bonds and obligations	State and municipal bonds and obligations	202,664		—				202,664				—		State and municipal bonds and obligations	170,584					—		170,584		—
Other debt securities		1,578		—				1,578				—
Rabbi trust investments	Rabbi trust investments	71,650		64,719				6,931				—		Rabbi trust investments	80,238					74,080		6,158		—
Loans held for sale	Loans held for sale	951		—				951				—		Loans held for sale	23,892					—		23,892		—
Interest rate swap contracts	Interest rate swap contracts													Interest rate swap contracts
Cash flow hedges - interest rate positions	Cash flow hedges - interest rate positions	5		—				5				—		Cash flow hedges - interest rate positions	15					—		15		—
Customer-related positions	Customer-related positions	23,818		—				23,818				—		Customer-related positions	25,236					—		25,236		—
Risk participation agreements	Risk participation agreements	55		—				55				—		Risk participation agreements	47					—		47		—
Foreign currency forward contracts	Foreign currency forward contracts													Foreign currency forward contracts
Matched customer book	Matched customer book	428		—				428				—		Matched customer book	785					—		785		—
Foreign currency loan	Foreign currency loan	54		—				54				—		Foreign currency loan	261					—		261		—
Mortgage derivatives	Mortgage derivatives	112		—				112				—		Mortgage derivatives	68					—		68		—
Total	Total	$	6,941,688	$	157,179			$	6,784,509			$	—	Total	$	4,392,060				$	167,299	$	4,224,761	$	—
Liabilities	Liabilities													Liabilities
Interest rate swap contracts	Interest rate swap contracts													Interest rate swap contracts
Cash flow hedges - interest rate positions	Cash flow hedges - interest rate positions	$	3,206	$	—			$	3,206			$	—	Cash flow hedges - interest rate positions	$	367				$	—	$	367	$	—
Customer-related positions	Customer-related positions	82,404		—				82,404				—		Customer-related positions	92,409					—		92,409		—
Risk participation agreements	Risk participation agreements	134		—				134				—		Risk participation agreements	45					—		45		—
Foreign currency forward contracts	Foreign currency forward contracts													Foreign currency forward contracts
Matched customer book	Matched customer book	414		—				414				—		Matched customer book	763					—		763		—
Foreign currency loan	Foreign currency loan	132		—				132				—		Foreign currency loan	1					—		1		—
Mortgage derivatives	Mortgage derivatives	98		—				98				—		Mortgage derivatives	118					—		118		—
Total	Total	$	86,388	$	—			$	86,388			$	—	Total	$	93,703				$	—	$	93,703	$	—

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				Fair Value Measurements at Reporting Date Using									Fair Value Measurements at Reporting Date Using
Description	Description	Balance as of December 31, 2021		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Description	Balance as of December 31, 2022		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
		(In thousands)									(In thousands)
Assets	Assets									Assets
Securities available for sale	Securities available for sale									Securities available for sale
Government-sponsored residential mortgage-backed securities	Government-sponsored residential mortgage-backed securities	$	5,524,708	$	—	$	5,524,708	$	—	Government-sponsored residential mortgage-backed securities	$	4,111,908	$	—	$	4,111,908	$	—
Government-sponsored commercial mortgage-backed securities	Government-sponsored commercial mortgage-backed securities	1,408,868		—		1,408,868		—		Government-sponsored commercial mortgage-backed securities	1,348,954		—		1,348,954		—
U.S. Agency bonds	U.S. Agency bonds	1,175,014		—		1,175,014		—		U.S. Agency bonds	952,482		—		952,482		—
U.S. Treasury securities	U.S. Treasury securities	88,605		88,605		—		—		U.S. Treasury securities	93,057		93,057		—		—
State and municipal bonds and obligations	State and municipal bonds and obligations	280,329		—		280,329		—		State and municipal bonds and obligations	183,092		—		183,092		—
Small Business Administration pooled securities		32,103		—		32,103		—
Other debt securities	Other debt securities	1,597		—		1,597		—		Other debt securities	1,285		—		1,285		—
Rabbi trust investments	Rabbi trust investments	104,372		96,190		8,182		—		Rabbi trust investments	76,286		69,257		7,029		—
Loans held for sale	Loans held for sale	1,206		—		1,206		—		Loans held for sale	4,543		—		4,543		—
Interest rate swap contracts	Interest rate swap contracts									Interest rate swap contracts
Customer-related positions		64,338		—		64,338		—
Risk participation agreements		315		—		315		—
Foreign currency forward contracts
Matched customer book		61		—		61		—
Mortgage derivatives		256		—		256		—
Total		$	8,681,772	$	184,795	$	8,496,977	$	—
Liabilities
Interest rate swap contracts
Cash flow hedges - interest rate positions										Cash flow hedges - interest rate positions	16		—		16		—
Customer-related positions	Customer-related positions	$	17,880	$	—	$	17,880	$	—	Customer-related positions	23,567		—		23,567		—
Risk participation agreements	Risk participation agreements	580		—		580		—		Risk participation agreements	78		—		78		—
Foreign currency forward contracts	Foreign currency forward contracts									Foreign currency forward contracts
Matched customer book	Matched customer book	46		—		46		—		Matched customer book	198		—		198		—
Foreign currency loan	Foreign currency loan	87		—		87		—		Foreign currency loan	2		—		2		—
Mortgage derivatives	Mortgage derivatives	16		—		16		—		Mortgage derivatives	62		—		62		—
Total	Total	$	18,609	$	—	$	18,609	$	—	Total	$	6,795,530	$	162,314	$	6,633,216	$	—
Liabilities										Liabilities
Interest rate swap contracts										Interest rate swap contracts
Cash flow hedges - interest rate positions										Cash flow hedges - interest rate positions	$	2,417	$	—	$	2,417	$	—
Customer-related positions										Customer-related positions	78,577		—		78,577		—
Risk participation agreements										Risk participation agreements	130		—		130		—
Foreign currency forward contracts										Foreign currency forward contracts
Matched customer book										Matched customer book	205		—		205		—
Foreign currency loan										Foreign currency loan	93		—		93		—
Mortgage derivatives										Mortgage derivatives	58		—		58		—
Total										Total	$	81,480	$	—	$	81,480	$	—

There were no transfers to or from Level 1, 2 and 3 during the nine months ended September 30, ~~2022~~2023 and twelve months ended December 31, ~~2021.~~2022.

The Company held no assets or liabilities measured at fair value on a recurring basis using significant unobservable inputs (Level 3) as of September 30, ~~2022~~2023 or December 31, ~~2021.~~2022.

Fair Value of Assets and Liabilities Measured on a Nonrecurring Basis

The Company may also be required, from time to time, to measure certain other assets and liabilities on a nonrecurring basis in accordance with generally accepted accounting principles. The following tables summarize the fair value of assets and liabilities measured at fair value on a nonrecurring basis, as of September 30, ~~2022~~2023 and December 31, ~~2021.~~2022.

5855

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				Fair Value Measurements at Reporting Date Using									Fair Value Measurements at Reporting Date Using
Description	Description	Balance as of September 30, 2022		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Description	Balance as of September 30, 2023		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
		(In thousands)									(In thousands)
Assets	Assets									Assets
Individually assessed collateral-dependent loans whose fair value is based upon appraisals	Individually assessed collateral-dependent loans whose fair value is based upon appraisals	$	13,194	$	—	$	—	$	13,194	Individually assessed collateral-dependent loans whose fair value is based upon appraisals	$	18,105	$	—	$	—	$	18,105


				Fair Value Measurements at Reporting Date Using								Fair Value Measurements at Reporting Date Using
Description	Description	Balance as of December 31, 2021		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)	Description	Balance as of December 31, 2022		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
		(In thousands)								(In thousands)
Assets	Assets								Assets
Collateral-dependent impaired loans whose fair value is based upon appraisals	Collateral-dependent impaired loans whose fair value is based upon appraisals	$	12,068	$	—	$	—	12,068	Collateral-dependent impaired loans whose fair value is based upon appraisals	$	16,432	$	—	$	—	$	16,432

For the valuation of the collateral-dependent loans, the Company relies primarily on third-party valuation information from certified appraisers and values are generally based upon recent appraisals of the underlying collateral, brokers’ opinions based upon recent sales of comparable properties, estimated equipment auction or liquidation values, income capitalization, or a combination of income capitalization and comparable sales. Depending on the type of underlying collateral, valuations may be adjusted by management for qualitative factors such as economic factors and estimated liquidation expenses. The range of these possible adjustments may vary. ~~Refer to~~ ~~Note 2, “Summary of Significant Accounting Policies”~~ ~~and~~ ~~Note 4,“Loans and Allowance for Credit Losses”~~ ~~for further discussion regarding the Company’s adoption of ASU 2016-13 and the effect of that adoption on the management’s process for estimating the allowance for loan losses.~~

~~Loans for which a reserve was established based upon expected cash flows discounted at the loan’s effective interest rate are not deemed to be measured at fair value.~~

Disclosures about Fair Value of Financial Instruments

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


					Fair Value Measurements at Reporting Date Using
Description	Carrying Value as of September 30, 2023		Fair Value as of September 30, 2023		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
	(In thousands)
Assets
Held to maturity securities:
Government-sponsored residential mortgage-backed securities	$	260,271	$	219,548	$	—	$	219,548	$	—
Government-sponsored commercial mortgage-backed securities	195,629		168,106		—		168,106		—
Loans, net of allowance for loan losses	13,744,822		13,099,665		—		—		13,099,665
FHLB stock	37,125		37,125		—		37,125		—
Bank-owned life insurance	163,700		163,700		—		163,700		—
Liabilities
Deposits	$	17,424,169	$	17,412,731	$	—	$	17,412,731	$	—
FHLB advances	673,525		670,747		—		670,747		—
Escrow deposits of borrowers	24,947		24,947		—		24,947		—
Interest rate swap collateral funds	16,900		16,900		—		16,900		—

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Fair Value Measurements at Reporting Date Using
Description Carrying Value as of September 30, 2022 Fair Value as of September 30, 2022 Quoted Prices
in Active
Markets for
Identical Assets
(Level 1) Significant
Other
Observable
Inputs (Level 2) Significant
Unobservable
Inputs (Level 3)
(In thousands)
Assets
Held to maturity securities:
Government-sponsored residential mortgage-backed securities $ 281,253 $ 250,281 $ — $ 250,281 $ —
Government-sponsored commercial mortgage-backed securities 200,710 181,196 — 181,196 —
Loans, net of allowance for loan losses 12,752,942 12,378,276 — — 12,378,276
FHLB stock 18,714 18,714 — 18,714 —
Bank-owned life insurance 159,838 159,838 — 159,838 —
Liabilities
Deposits $ 18,733,381 $ 18,723,364 $ — $ 18,723,364 $ —
FHLB advances 384,215 382,779 — 382,779 —
Escrow deposits of borrowers 21,853 21,853 — 21,853 —
Interest rate swap collateral funds 16,650 16,650 — 16,650 —


						Fair Value Measurements at Reporting Date Using											Fair Value Measurements at Reporting Date Using
Description	Description	Carrying Value as of December 31, 2021		Fair Value as of December 31, 2021		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Description	Carrying Value as of December 31, 2022		Fair Value as of December 31, 2022		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
		(In thousands)											(In thousands)
Assets	Assets											Assets
Held to maturity securities:												Held to maturity securities:
Government-sponsored residential mortgage-backed securities												Government-sponsored residential mortgage-backed securities	$	276,493	$	246,343	$	—	$	246,343	$	—
Government-sponsored commercial mortgage-backed securities												Government-sponsored commercial mortgage-backed securities	200,154		176,883		—		176,883		—
Loans, net of allowance for loan losses	Loans, net of allowance for loan losses	$	12,157,281	$	12,282,323	$	—	$	—	$	12,282,323	Loans, net of allowance for loan losses	13,420,317		13,149,096		—		—		13,149,096
FHLB stock	FHLB stock	10,904		10,904		—		10,904		—		FHLB stock	41,363		41,363		—		41,363		—
Bank-owned life insurance	Bank-owned life insurance	157,091		157,091		—		157,091		—		Bank-owned life insurance	160,790		160,790		—		160,790		—
Liabilities	Liabilities											Liabilities
Deposits	Deposits	$	19,628,311	$	19,626,376	$	—	$	19,626,376	$	—	Deposits	$	18,974,359	$	18,960,407	$	—	$	18,960,407	$	—
FHLB advances	FHLB advances	14,020		13,558		—		13,558		—		FHLB advances	704,084		702,954		—		702,954		—
Escrow deposits of borrowers	Escrow deposits of borrowers	20,258		20,258		—		20,258		—		Escrow deposits of borrowers	22,314		22,314		—		22,314		—
Interest rate swap collateral funds												Interest rate swap collateral funds	14,430		14,430		—		14,430		—

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.

~~16.~~17. Revenue from Contracts with Customers

Revenue from contracts with customers within the scope of ASC 606, Revenue from Contracts with Customers (Topic 606) (“ASC 606”) is recognized when control of goods or services is transferred to the customer, in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods and services. The Company considers the terms of the contract and all relevant facts and circumstances when applying this guidance. The Company measures revenue and timing of recognition by applying the following five steps:

1.Identify the contract(s) with the customers

2.Identify the performance obligations

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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 accounts for a contract when it has approval and commitment from both parties, the rights of the parties are identified, payment terms are identified, the contract has commercial substance and collectability of consideration is probable.

The information presented within this Note excludes discontinued operations. Refer to Note 19, “Discontinued Operations” for further discussion regarding discontinued operations.

Performance obligations

The Company’s performance obligations are generally satisfied either at a point in time or over time, as services are rendered. Unsatisfied performance obligations at the report date are not material to the Company’s ~~consolidated financial statements.~~Consolidated Financial Statements.

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A portion of the Company's noninterest ~~income~~income/(loss) is derived from contracts with customers within the scope of ASC 606. The Company has disaggregated such revenues by type of service, as presented in the table below. These categories reflect how the nature, amount, timing, and uncertainty of revenue and cash flows are affected by economic factors.


		Three Months Ended September 30,				Nine Months Ended September 30,					Three Months Ended September 30,				Nine Months Ended September 30,
		2022		2021		2022		2021			2023		2022		2023		2022
		(In thousands)									(In thousands)
Insurance commissions		$	23,788	$	21,956	$	77,183	$	73,767
Service charges on deposit accounts	Service charges on deposit accounts	6,708		5,935		23,558		17,010		Service charges on deposit accounts	$	7,403	$	6,708	$	21,117	$	23,558
Trust and investment advisory fees	Trust and investment advisory fees	5,832		6,310		17,967		18,047		Trust and investment advisory fees	6,235		5,832		18,136		17,967
Debit card processing fees	Debit card processing fees	3,249		3,030		9,417		8,949		Debit card processing fees	3,388		3,249		10,071		9,417
Other noninterest income	Other noninterest income	2,735		2,318		8,102		6,233		Other noninterest income	2,548		2,728		7,723		8,067
Total noninterest income in-scope of ASC 606	Total noninterest income in-scope of ASC 606	42,312		39,549		136,227		124,006		Total noninterest income in-scope of ASC 606	19,574		18,517		57,047		59,009
Total noninterest income out-of-scope of ASC 606		1,041		3,660		(4,582)		20,148
Total noninterest income		$	43,353	$	43,209	$	131,645	$	144,154
Total noninterest (loss) income out-of-scope of ASC 606										Total noninterest (loss) income out-of-scope of ASC 606	(417)		1,007		(321,539)		(4,684)
Total noninterest income (loss)										Total noninterest income (loss)	$	19,157	$	19,524	$	(264,492)	$	54,325

Additional information related to each of the revenue streams is further noted below.

~~Insurance Commissions~~

The Company acts as an agent in offering property, casualty, and life and health insurance to both commercial and consumer customers though Eastern Insurance Group. The Company earns a fixed commission on the sales of these products and services. The Company may also earn bonus commissions based upon meeting certain volume thresholds. In general, the Company recognizes commission revenues when earned based upon the effective date of the policy. For certain insurance products, the Company may also earn and recognize annual residual commissions commensurate with annual premiums being paid.

The Company also earns profit-sharing, or contingency revenues from the insurers with whom the Company places business. These profit-sharing revenues are performance bonuses from the insurers based upon certain performance metrics such as floors on written premiums, loss rates, and growth rates. Because the Company’s expectation of the ultimate profit-sharing revenue amounts to be earned can vary from period to period, the Company does not recognize this revenue until it has concluded that, based on all the facts and information available, it is probable that a significant revenue reversal will not occur in future periods.

~~Insurance commissions earned but not yet received amounted to $14.4 million as of September 30, 2022, and $15.6 million as of December 31, 2021, and were included in other assets.~~

Deposit Service Charges

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.

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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. The Company ~~charges~~may charge monthly fixed service fees associated with the customer having access to the deposit account as well as separate fixed fees associated with and at the time specific transactions are entered into by the customer. As such, the Company considers that its performance obligations are fulfilled when customers are provided deposit account access or when the requested deposit transaction is completed.

Cash management services are a subset of the deposit service charges revenue stream. These services include automated clearing house, or ACH, transaction processing, positive pay, lockbox, and remote deposit services. These services are also governed by separate agreements entered into by the customer. The fee arrangement for these services is structured as a fixed fee per transaction which may be offset by earnings credits. An earnings credit is a discount that a customer receives based upon the investable balance in the applicable covered deposit account(s) for a given month. Earnings credits are only good for the given month. That is, if cash management fees for a given month are less than the month’s earnings credit, the remainder of the credit does not carry over to the following month. Cash management fees are recognized as revenue in the month that the services are provided. Cash management fees earned but not yet received amounted to ~~$2.1~~$1.7 million and ~~$1.8~~$2.1 million as of September 30, ~~2022~~2023 and December 31, ~~2021~~2022 and were included in other assets.

Trust and Investment Advisory Fees

The Company offers investment management and trust services to individuals, institutions, small businesses and charitable ~~institutions through its Eastern Wealth Management division.~~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 customer’s request.

The asset management and/or custody fees are primarily based upon a percentage of the monthly valuation of the principal assets in the customer’s account. Customers are also charged a base fee which is prorated over a twelve-month period. Fees for additional or special services are generally fixed in nature and are charged as services are rendered. All revenue is recognized in correlation to the monthly management fee determinations or as transactional services are provided.

Debit Card Processing Fees

The Company provides debit cards to its customers which are authorized and settled through various card payment networks, and in exchange, the Company earns revenue as determined by each payment network’s interchange program. Regardless of the network that is utilized to authorize and settle the payment, the merchant that provides the product or service to the debit card holder is ultimately responsible for the interchange payment to the Company. Debit card processing fees are

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recognized as card transactions are settled within each network. Debit card processing fees earned but not yet received amounted to $0.3 million as of both September 30, ~~2022~~2023 and December 31, ~~2021~~2022 and were included in other assets.

Other Noninterest Income

The Company earns various types of other noninterest income that have been aggregated into one general revenue stream in the table noted above. ~~Other noninterest~~Noninterest income includes, but is not limited to, the following types of revenue with customers: safe deposit rent, ATM surcharge fees and customer checkbook fees. Individually, these sources of noninterest income are ~~immaterial.~~

not material.

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~~17.~~18. Other Comprehensive Income

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


	Three Months Ended September 30, 2023						Nine Months Ended September 30, 2023
	Pre Tax Amount		Tax Benefit (Expense)		After Tax Amount		Pre Tax Amount		Tax Benefit (Expense)		After Tax Amount
	(In thousands)
Unrealized losses on securities available for sale:
Change in fair value of securities available for sale	$	(157,750)	$	40,490	$	(117,260)	$	(194,259)	$	52,004	$	(142,255)
Less: reclassification adjustment for losses included in net income	—		—		—		(333,170)		74,630		(258,540)
Net change in fair value of securities available for sale	(157,750)		40,490		(117,260)		138,911		(22,626)		116,285
Unrealized losses on cash flow hedges:
Change in fair value of cash flow hedges	(29,022)		8,193		(20,829)		(66,168)		19,795		(46,373)
Less: net cash flow hedge losses reclassified into interest income(1)	(13,723)		3,874		(9,849)		(34,557)		9,757		(24,800)
Net change in fair value of cash flow hedges	(15,299)		4,319		(10,980)		(31,611)		10,038		(21,573)
Defined benefit pension plans:
Change in actuarial net loss	—		—		—		—		—		—
Less: amortization of actuarial net loss	(2,468)		697		(1,771)		(7,404)		2,091		(5,313)
Less: accretion of prior service credit	2,970		(839)		2,131		8,910		(2,495)		6,415
Net change in other comprehensive income for defined benefit postretirement plans	(502)		142		(360)		(1,506)		404		(1,102)
Total other comprehensive (loss) income	$	(173,551)	$	44,951	$	(128,600)	$	105,794	$	(12,184)	$	93,610

(1)Includes amortization of realized gains of less than $0.1 million on terminated cash flow hedges for the nine months ended September 30, 2023. The total original gain of $41.2 million, net of tax, became fully accreted into income during the nine months ended September 30, 2023.

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	Three Months Ended September 30, 2022						Nine Months Ended September 30, 2022
	Pre Tax Amount		Tax Benefit (Expense)		After Tax Amount		Pre Tax Amount		Tax Benefit (Expense)		After Tax Amount
	(In thousands)
Unrealized losses on securities available for sale:
Change in fair value of securities available for sale	$	(337,762)	$	76,107	$	(261,655)	$	(1,111,187)	$	249,158	$	(862,029)
Less: reclassification adjustment for losses included in net income	(198)		12		(186)		(2,474)		714		(1,760)
Net change in fair value of securities available for sale	(337,564)		76,095		(261,469)		(1,108,713)		248,444		(860,269)
Unrealized losses on cash flow hedges:
Change in fair value of cash flow hedges	(72,667)		19,304		(53,363)		(71,182)		18,899		(52,283)
Less: net cash flow hedge gains reclassified into interest income(1)	3,755		(1,056)		2,699		12,797		(3,598)		9,199
Net change in fair value of cash flow hedges	(76,422)		20,360		(56,062)		(83,979)		22,497		(61,482)
Defined benefit pension plans:
Change in actuarial net loss	—		—		—		—		—		—
Less: amortization of actuarial net loss	(2,799)		787		(2,012)		(8,395)		2,360		(6,035)
Less: accretion of prior service credit	2,971		(835)		2,136		8,911		(2,505)		6,406
Net change in other comprehensive income for defined benefit postretirement plans	(172)		48		(124)		(516)		145		(371)
Total other comprehensive loss	$	(414,158)	$	96,503	$	(317,655)	$	(1,193,208)	$	271,086	$	(922,122)

(1)Includes amortization of realized gains on terminated cash flow hedges for the three and nine months ended September 30, 2022. The total realized gain of $41.2 million, net of tax, ~~will be~~was fully recognized in earnings ~~through January~~in the first quarter of 2023. The balance of this gain had amortized to $0.4 million, net of tax, at September 30, 2022.

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Three Months Ended September 30, 2021 Nine Months Ended September 30, 2021
Pre Tax
Amount Tax
Benefit (Expense) After Tax
Amount Pre Tax
Amount Tax
Benefit (Expense) After Tax
Amount
(In thousands)
Unrealized losses on securities available for sale:
Change in fair value of securities available for sale $ (27,741) $ 6,132 $ (21,609) $ (90,088) $ 19,911 $ (70,177)
Less: reclassification adjustment for gains included in net income 1 — 1 1,166 (257) 909
Net change in fair value of securities available for sale (27,742) 6,132 (21,610) (91,254) 20,168 (71,086)
Unrealized gains on cash flow hedges:
Change in fair value of cash flow hedges — — — — — —
Less: net cash flow hedge gains reclassified into interest income(1)
7,851 (2,207) 5,644 24,344 (6,843) 17,501
Net change in fair value of cash flow hedges (7,851) 2,207 (5,644) (24,344) 6,843 (17,501)
Defined benefit pension plans:
Change in actuarial net loss — — — — — —
Less: amortization of actuarial net loss (3,537) 994 (2,543) (10,612) 2,983 (7,629)
Less: accretion of prior service credit 2,945 (828) 2,117 8,835 (2,484) 6,351
Net change in other comprehensive income for defined benefit postretirement plans 592 (166) 426 1,777 (499) 1,278
Total other comprehensive (loss) $ (35,001) $ 8,173 $ (26,828) $ (113,821) $ 26,512 $ (87,309)

~~(1)~~Represents amortization of realized gains on terminated cash flow hedges for the three and nine months ended September 30, 2021. The original realized gain of $41.2 million, net of tax, will be recognized in earnings through January 2023. The balance of this gain had amortized to $12.3 million, net of tax, at September 30, 2021.

The following table illustrates the changes in the balances of each component of accumulated other comprehensive ~~income (loss),~~loss, net of tax:


		Unrealized Gains and (Losses) on Available for Sale Securities		Unrealized Gains and (Losses) on Cash Flow Hedges		Defined Benefit Pension Plans		Total			Unrealized Gains and (Losses) on Available for Sale Securities		Unrealized Gains and (Losses) on Cash Flow Hedges		Defined Benefit Pension Plans		Total
		(In thousands)									(In thousands)
Beginning Balance: January 1, 2023										Beginning Balance: January 1, 2023	$	(880,156)	$	(50,159)	$	7,123	$	(923,192)
Other comprehensive loss before reclassifications										Other comprehensive loss before reclassifications	(142,255)		(46,373)		—		(188,628)
Less: Amounts reclassified from accumulated other comprehensive loss										Less: Amounts reclassified from accumulated other comprehensive loss	(258,540)		(24,800)		1,102		(282,238)
Net current-period other comprehensive income (loss)										Net current-period other comprehensive income (loss)	116,285		(21,573)		(1,102)		93,610
Ending Balance: September 30, 2023										Ending Balance: September 30, 2023	$	(763,871)	$	(71,732)	$	6,021	$	(829,582)
Beginning Balance: January 1, 2022	Beginning Balance: January 1, 2022	$	(58,586)	$	7,361	$	(5,471)	$	(56,696)	Beginning Balance: January 1, 2022	$	(58,586)	$	7,361	$	(5,471)	$	(56,696)
Other comprehensive loss before reclassifications	Other comprehensive loss before reclassifications	(862,029)		(52,283)		—		(914,312)		Other comprehensive loss before reclassifications	(862,029)		(52,283)		—		(914,312)
Less: Amounts reclassified from accumulated other comprehensive loss	Less: Amounts reclassified from accumulated other comprehensive loss	(1,760)		9,199		371		7,810		Less: Amounts reclassified from accumulated other comprehensive loss	(1,760)		9,199		371		7,810
Net current-period other comprehensive loss	Net current-period other comprehensive loss	(860,269)		(61,482)		(371)		(922,122)		Net current-period other comprehensive loss	(860,269)		(61,482)		(371)		(922,122)
Ending Balance: September 30, 2022	Ending Balance: September 30, 2022	$	(918,855)	$	(54,121)	$	(5,842)	$	(978,818)	Ending Balance: September 30, 2022	$	(918,855)	$	(54,121)	$	(5,842)	$	(978,818)
Beginning Balance: January 1, 2021		$	45,672	$	29,815	$	(21,253)	$	54,234
Other comprehensive loss before reclassifications		(70,177)		—		—		(70,177)
Less: Amounts reclassified from accumulated other comprehensive loss		909		17,501		(1,278)		17,132
Net current-period other comprehensive (loss) income		(71,086)		(17,501)		1,278		(87,309)
Ending Balance: September 30, 2021		$	(25,414)	$	12,314	$	(19,975)	$	(33,075)

~~18. Segment Reporting~~19. Discontinued Operations

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On September 19, 2023, the Company announced that it had entered into an asset purchase agreement (“the agreement”) with Arthur J. Gallagher & Co. (“Gallagher”) to sell substantially all of the assets of its insurance agency business for a gross purchase price of $515.0 million. The agreement also provides for the assumption of certain liabilities of the insurance agency business by Gallagher. Management made the decision to sell certain assets and transfer certain liabilities of its insurance agency business to recognize the valuation premium of the business, while allowing the Company to focus on growth and strategic initiatives of its core banking business. The sale closed on October 31, 2023. Refer to Note 20, “Subsequent Events” for additional discussion.

In September 2023, following the approval of the sale by the Company’s board of directors, the Company reclassified substantially all of the assets and certain liabilities of its insurance agency business as held for sale in connection with a planned disposition of the business. A business is classified as held for sale when management, having the authority to approve the action, commits to a plan to sell the business, the sale is probable to occur during the next 12 months at a price that is reasonable in relation to its current fair value, and certain other criteria are met. In accordance with ASC 205, Presentation of Financial Statements, the Company classifies operations as discontinued when they meet all the criteria to be classified as held for sale and when the sale represents a strategic shift that will have a major impact on the Company’s financial condition and results of operations. Accordingly, the Consolidated Balance Sheets, Consolidated Statements of Income, and Consolidated Statements of Cash flows present discontinued operations for the current period and were adjusted on a retrospective basis for prior periods. In addition, the assets and liabilities were remeasured at the lower of their respective carrying amount or fair value less costs to sell in accordance with ASC 360, Property, Plant, and Equipment.

The following is a summary of the assets and liabilities of the discontinued insurance agency business as of September 30, 2023 and December 31, 2022:


	September 30, 2023		December 31, 2022
	(In thousands)
Assets
Premises and equipment	$	50	$	163
Goodwill and intangibles, net	91,115		93,117
Deferred income taxes, net	(187)		(315)
Prepaid expenses	476		532
Other assets	33,264		34,722
Total assets	$	124,718	$	128,219
Liabilities
Other liabilities	$	34,820	$	34,930
Total liabilities	$	34,820	$	34,930

Certain assets and liabilities previously reported as assets and liabilities of the insurance agency business will not be disposed of and will be transferred into the Bank upon dissolution of Eastern Insurance Group following the asset sale. The following is a summary of such assets and liabilities as of September 30, 2023 and December 31, 2022:


	September 30, 2023		December 31, 2022
	(In thousands)
Assets
Cash	$	77,852	$	66,507
Premises and equipment (1)	1,776		1,792
Bank-owned life insurance	2,109		2,066
Deferred income taxes	3,457		3,662
Other assets (2)	11,187		12,944
Total assets	$	96,381	$	86,971
Liabilities
Other liabilities (3)	$	12,166	$	14,013
Total liabilities	$	12,166	$	14,013

(1)Includes buildings and related improvements.

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(2)Primarily includes assets held in rabbi trusts and the ROU asset associated with one lease which will be assumed by the Bank upon dissolution of Eastern Insurance Group following the sale.

(3)Primarily includes employee post-retirement liabilities and the lease liability associated with one lease which will be assumed by the Bank upon dissolution of Eastern Insurance Group following the sale.

The following presents operating results of the discontinued insurance agency business for the three and nine months ended September 30, 2023 and 2022:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2023		2022		2023		2022
	(In thousands)
Noninterest income:
Insurance commissions	$	25,897	$	23,926	$	85,177	$	77,511
Other noninterest income	13		41		51		137
Total noninterest income	25,910		23,967		85,228		77,648
Noninterest expense:
Salaries and employee benefits	24,655		16,768		57,991		49,057
Office occupancy and equipment	2,755		823		4,279		2,401
Data processing	1,013		1,052		3,216		3,248
Professional services	1,291		549		2,615		738
Marketing expenses	53		101		152		182
Amortization of intangible assets	665		734		2,002		1,868
Other	1,514		1,186		3,976		3,613
Total noninterest expense	31,946		21,213		74,231		61,107
(Loss) income from discontinued operations before income tax expense	(6,036)		2,754		10,997		16,541
Income tax (benefit) expense	(1,685)		785		3,125		4,669
(Loss) income from discontinued operations, net of taxes	$	(4,351)	$	1,969	$	7,872	$	11,872

Certain income and expense amounts were excluded from discontinued operations as they relate to assets and liabilities which will not be assumed by Gallagher. The following is a summary of such items and the corresponding income tax effect for the three and nine months ended September 30, 2023 and 2022:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2023		2022		2023		2022
	(In thousands)
Noninterest income:
(Losses) income from investments held in rabbi trusts	$	(91)	$	(266)	$	489	$	(1,634)
Other noninterest income (1)	15		14		44		40
Total noninterest (loss) income	(76)		(252)		533		(1,594)
Noninterest expense:
Salaries and employee benefits (2)	(96)		(268)		484		(1,616)
Office occupancy and equipment (3)	102		125		343		375
Other (4)	474		129		1,468		320
Total noninterest expense	480		(14)		2,295		(921)
Loss before income tax expense	(556)		(238)		(1,762)		(673)
Income tax benefit	(156)		(67)		(495)		(189)
Net loss	(400)		(171)		(1,267)		(484)

(1)Includes income on Company-owned life insurance policies which will not be disposed of and will be transferred into the Bank upon dissolution of Eastern Insurance Group following the sale.

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(2)Includes expenses, which were a net credit, associated with certain employee post-retirement benefit plan expenses.

(3)Includes depreciation expense associated with buildings and related improvements and ROU asset amortization related to one lease which will not be disposed of and will be transferred into the Bank upon dissolution of Eastern Insurance Group following the sale.

(4)Includes intercompany expenses and other expenses associated with the Defined Benefit Plan and BEP.

Continuing Involvement

Pursuant to the agreement, the Company will perform certain transitional services to Gallagher for up to 6 months following the closing of the sale. Such services include certain information and technology support and human resources support. The Company will be compensated for such services on a monthly basis and estimates the total compensation to be $1.0 million over the six month period plus reimbursement of any amounts paid by the Company in connection with its performance of the transitional services.

Leases

During the three and nine months ended September 30, 2023, upon reclassification of the above assets and liabilities to assets and liabilities of discontinued operations, the Company re-assessed the ROU assets of certain leases which will be assumed by Gallagher at closing and made the decision to abandon certain leases which will not be assumed by Gallagher and for which Eastern Insurance Group is the lessee. The ROU asset and lease liability of leases included in assets and liabilities of discontinued operations and which will either be assumed by Gallagher or terminated by the Company was $1.0 million and $3.5 million, respectively, at September 30, 2023 and $8.7 million and $9.2 million, respectively, at December 31, 2022. The Company will retain one lease for which Eastern Insurance Group is the current lessee. The lease will be partially sublet to Gallagher and transferred to the Bank upon dissolution of Eastern Insurance Group following the sale. The ROU asset and lease liability for such lease was $0.4 million and $0.6 million, respectively, at September 30, 2023 and $1.9 million and $2.2 million, respectively, at December 31, 2022.

The Company remeasured the present value of the future lease payments related to each lease for which Eastern Insurance Group is the lessee which resulted in a net reduction of the lease liabilities and a corresponding net reduction of the lease ROU assets of $6.4 million. The Company recorded an impairment charge of $2.0 million related to leases which will be terminated early following the closing of the asset sale. The impairment charge was included in net (loss) income from discontinued operations for the three and nine months ended September 30, 2023.

Revenue Recognition - Insurance Commissions

The Company currently acts as an agent in offering property, casualty, and life and health insurance to both commercial and consumer customers though Eastern Insurance Group. The Company may also earn additional commissions from the insurers based upon meeting certain criteria, such as premium levels, growth rates, new business volume and loss experience. The Company recognizes commission revenues when earned based upon the effective date of the policy or when services are rendered. Certain revenues are deferred to reflect delivery of services over the contract period. Upon the transfer of Eastern Insurance Group’s assets to Arthur J. Gallagher & Co., which occurred on October 31, 2023, the Company ceased to offer insurance products and services and thus no longer receives insurance-related commissions and revenues. The Company earns a fixed commission rate on the sales of these products and services.

Commissions are earned on the contract effective date and generally are based upon a percentage of premiums for insurance coverage. Commission rates depend upon a large number of factors, including the type of risk being placed, the particular underwriting enterprise’s demand, the expected loss experience of the particular risk coverage, and historical benchmarks surrounding the level of effort necessary for the Company to place and service the insurance contract. The vast majority of the Company’s services and revenues are associated with the placement of an insurance contract. Insurance commissions earned but not yet received amounted to $16.1 million and $15.1 million as of September 30, 2023 and December 31, 2022, respectively, and were included in assets of discontinued operations on the Consolidated Balance Sheets.

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The ~~Company’s primary reportable segment is its banking business, which offers a range of commercial, retail, wealth management and banking services and consists primarily of attracting deposits~~Company also earns profit-sharing revenues, also referred to as contingency revenue, from the ~~general public and investing those deposits, together~~insurers with ~~borrowings and funds generated from operations, to originate loans in a variety of sectors and to invest in securities. Revenue~~whom the Company places business. These profit-sharing revenues are performance bonuses from the ~~banking~~insurers based upon certain performance metrics such as floors on written premiums, loss rates, and growth rates. These amounts are in excess of the commission revenues discussed above, and not all business ~~reportable segment consists primarily~~placed with underwriting enterprises is eligible for contingent revenues. Contingent revenues are variable and generally based upon the Company’s expectation of ~~interest~~the ultimate profit-sharing revenue amounts to be earned and can vary from period to period. The Company’s contracts are generally calendar year contracts whereby revenues from underwriting enterprises are received in the calendar year following placement, generally the first and second quarters, after verification of the performance indicators outlined in the contracts. Accordingly, during each reporting period, management must make its best estimate of the amounts that have been earned using historical averages and other factors to project revenues. The Company bases its estimates each period on ~~loans and investment securities. In addition~~a contract-by-contract basis. As estimates may change significantly from period to ~~its banking business reportable segment,~~period, the Company does not recognize this revenue until it has anconcluded that, based on all the facts and information available, it is probable that a significant revenue reversal will not occur in future periods.

20. Subsequent Events

On October 31, 2023, the Company completed the sale of its insurance agency business ~~reportable segment,~~for net cash consideration of $498.1 million, subject to customary post-closing working capital adjustments. The net cash proceeds include the gross purchase price pursuant to the agreement of $515.0 million and an estimated working capital adjustment of $4.2 million, which ~~consists~~were reduced by transaction expenses of ~~insurance-related activities, acting~~$17.0 million and the settlement of certain obligations of the Company primarily related to employee post-retirement liabilities that originated prior to closing of $4.1 million. In addition, the Company transferred $7.4 million in fiduciary cash to Gallagher upon closing which is not included in the amount of net cash consideration of $498.1 million. In connection with the sale, the Company recognized a gain on sale of approximately $389.3 million, which is subject to certain post-closing adjustments related to working capital and transaction expenses. Refer to Note 19, “Discontinued Operations” for additional information regarding the Company’s sale of its insurance agency business. In addition, the Company recognized indirect noninterest expenses associated with the sale of approximately $24.2 million.

In connection with the sale of its insurance agency business, the Company amended its Defined Benefit Plan and BEP (the “Plans”), as ~~an independent agent in offering commercial, personal and employee benefits insurance products~~well as the ESOP, to ~~individual and commercial clients. Revenue from~~allow for accelerated vesting for all employees of the insurance agency business ~~consists primarily~~and several employees of ~~commissions on sales of insurance products and services.~~

~~Results of operations and selected financial information by segment and reconciliation~~the Bank transitioning to Gallagher who are participating in the Plan. In addition, the amendments included an amendment to the ~~consolidated financial statements as of and~~vesting criteria for the BEP whereby all participants have been credited with service vesting in the same manner and vest according to the same three ~~months ended September 30, 2022 and 2021, and for the nine months ended September 30, 2022 and 2021, was~~year cliff vesting schedule as ~~follows:~~

For the nine months ended September 30,
2022 2021
Banking
Business Insurance
Agency
Business Other /
Eliminations Total Banking
Business Insurance
Agency
Business Other /
Eliminations Total
(In thousands)
Net interest income $ 418,060 $ — $ — $ 418,060 $ 307,390 $ — $ — $ 307,390
Provision for (release of) allowance for loan losses 7,045 — — 7,045 (5,368) — — (5,368)
Net interest income after provision for loan losses 411,015 — — 411,015 312,758 — — 312,758
Noninterest income 55,919 76,054 (328) 131,645 69,308 74,959 (113) 144,154
Noninterest expense 279,823 60,186 (3,164) 336,845 243,549 59,844 (3,039) 300,354
Income before income tax expense 187,111 15,868 2,836 205,815 138,517 15,115 2,926 156,558
Income tax expense 43,870 4,480 — 48,350 32,728 4,252 — 36,980
Net income $ 143,241 $ 11,388 $ 2,836 $ 157,465 $ 105,789 $ 10,863 $ 2,926 $ 119,578

~~19. Subsequent Events~~

~~Subsequent to September 30, 2022, management determined it was probable that the lump sum payments from~~provided under the Defined Benefit ~~Plan for the year ending December 31, 2022 would exceed the sum of the service cost and interest cost components (the “threshold”) of the Defined Benefit Plan’s net periodic pension cost.~~Plan. In addition, in accordance with ASC 715-20, “Compensation-Retirement Benefits - Defined Benefit Plans,” ~~requires that~~the Company recognized a curtailment gain upon ~~determining it is probable that such threshold will be met, management shall immediately recognize in earnings a pro rata portion~~completion of the ~~aggregate unamortized gain or loss (e.g., “non-cash settlement charge”).~~sale of the insurance agency business associated with the prior service credits attributable to the employees of the insurance agency business, all of which transferred to Gallagher. As of the date of this Quarterly Report on Form 10-Q, management estimates the amount of such non-cash settlement ~~charge~~credit to be a ~~loss~~gain within the range of ~~$10.0~~$13.0 million ~~to $15.0 million. The actual amount~~and $18.0 million, representing the combined effect of the ~~non-cash settlement charge~~

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cannot be determined as of the date of this report as the actual amount is dependent upon various factors, including final lump sum benefit amounts paid for the year ending December 31, 2022 and an actuarial remeasurement ofamendments to the Defined Benefit ~~Plan.~~Plan and BEP.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

This section is intended to assist in the understanding of the financial performance of the Company and its subsidiaries through a discussion of our financial condition at September 30, ~~2022,~~2023, and our results of operations for the three and nine months ended September 30, ~~2022~~2023 and ~~2021.~~2022. This section should be read in conjunction with the unaudited interim condensed consolidated financial statements and notes thereto of the Company appearing in Part I, Item 1 of this Quarterly Report on Form 10-Q and the Company’s ~~2021~~2022 Form 10-K.

Forward-Looking Statements

When we use the terms “we,” “us,” “our,” and the “Company,” we mean Eastern Bankshares, Inc., a Massachusetts corporation, and its consolidated subsidiaries, taken as a whole, unless the context otherwise indicates.

Certain statements contained in this Quarterly Report on Form 10-Q that are not historical facts may be considered forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and are intended to be covered by the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These statements, which are based on certain current assumptions and describe our future plans, strategies and expectations, can generally be identified by the use of the words “may,” “will,” “should,” “could,” “would,” “plan,” “potential,” “estimate,” “project,” “believe,” “intend,” “anticipate,” “expect,” “target” and similar expressions.

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Forward-looking statements are based on the current assumptions and beliefs of management and are only expectations of future results. The Company’s actual results could differ materially from those projected in the forward-looking statements as a result of, among others, ~~factors:~~

•the negative impacts and disruptions of the COVID-19 pandemic and measures taken to contain its spread on our employees, customers, business operations, credit quality, financial position, liquidity and results of operations;

•the length and extent of the economic contraction as a result of the COVID-19 pandemic; continued deterioration in employment levels and other general business and economic conditions on a national basis and in the local markets in which the Company operates;

•~~changes in customer behavior;~~following factors:

•changes in regional, national or international macroeconomic conditions, including ~~especially~~ changes in inflation, recessionary pressures or interest rates in the United ~~States;~~States, including potential impacts resulting from delays in raising or a failure to raise the national debt ceiling;

•the possibility that future credit losses, loan defaults and charge-off rates are higher than expected due to changes in economic assumptions or adverse economic developments;

•general business and economic conditions on a national basis and in the local markets in which we operate, including those impacting credit quality;

•changes in customer behavior and perceptions;

•turbulence in the capital and debt ~~markets;~~markets and within the banking industry;

•decreases in the value of securities and other assets;

•decreases in deposit levels necessitating increased borrowing to fund loans, investments and ~~investments;~~other needs;

•competitive pressures from other financial institutions;

•operational risks including, but not limited to, cybersecurity incidents, fraud, natural disasters and future ~~pandemics;~~pandemics, including COVID-19;

•changes in ~~regulation and associated increases in compliance costs, as well as enforcement and litigation risk;~~

•~~reputational risks relating to the Company’s participation in the PPP and other pandemic-related legislative and regulatory initiatives and programs;~~regulation;

•changes in accounting standards and practices;

•the risk that goodwill and intangibles recorded in our financial statements will become impaired;

•the risk that deferred tax assets will not be realized in full;

•risks related to the implementation of acquisitions, dispositions, and restructurings, including the risk that acquisitions may not be timely completed or at all and may not produce results at levels or within time frames originally ~~anticipated;~~anticipated, including due to delays in obtaining regulatory approvals or to the conditions associated with such approvals;

•risks arising from unexpected expenses or challenges related to the Cambridge acquisition and integration;

•the risk that we may not be successful in the implementation of our business strategy;

•changes in assumptions used in making such forward-looking statements; and

•other risks and uncertainties detailed in this Quarterly Report on Form 10-Q and in Part I, Item 1A of our ~~2021~~2022 Form 10-K ~~as updated by Part II, Item 1A “Risk Factors” of the Quarterly Report on Form 10-Q for the three months ended March 31, 2022 (“Q1 Form 10-~~

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Q”), as updated by Part II, Item 1A “Risk Factors” of the Quarterly Report on Form 10-Q for the period ended June 30, 2022 (“Q2 Form 10-Q”), as updated by Part II, Item 1A “Risk Factors” of this Quarterly Report on Form 10-Q, and as may be further updated in our filings with the SEC from time to time.

Forward-looking statements speak only as of the date on which they are made. The Company does not undertake any obligation to update any forward-looking statement to reflect circumstances or events that occur after the date the forward-looking statements are made.

Critical Accounting Policies and Estimates

Our discussion and analysis of our financial condition and results of operations is based upon our condensed ~~consolidated financial statements,~~Consolidated Financial Statements, which have been prepared in accordance with GAAP. The preparation of these financial statements requires us to make estimates, judgments and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of income and expenses during the reporting periods. On an ongoing basis, we evaluate our estimates and assumptions. Our actual results could differ from these estimates. Our significant accounting policies are discussed in detail in our ~~2021~~2022 Form 10-K, as updated by the notes to our ~~unaudited interim condensed consolidated financial statements~~Unaudited Interim Condensed Consolidated Financial Statements accompanying this Quarterly Report on Form 10-Q. Effective January 1, ~~2022,~~2023, we adopted ASU ~~2016-13, or CECL,~~2022-02, the accounting policy for which is described in Note 2, “Summary of Significant Accounting Policies,”~~Note 3, “Securities,~~” and Note 4, “Loans and Allowance for Credit Losses” within the Notes to the Unaudited Consolidated Financial Statements included in Part I, Item 1 in this Quarterly Report on Form 10-Q.

In September 2023, following the approval of the sale of our insurance agency business by our board of directors, we reclassified our insurance agency business as held for sale in connection with a planned disposition of the business. A business is classified as held for sale when management, having the authority to approve the action, commits to a plan to sell the business, the sale is probable to occur during the next 12 months at a price that is reasonable in relation to its current fair value and certain other criteria are met. In accordance with ASC 205, Presentation of Financial Statements, we classify operations as discontinued when they meet all the criteria to be classified as held for sale and when the sale represents a strategic shift that will have a major impact on our financial condition and results of operations. Accordingly, the Consolidated

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Balance Sheets, Consolidated Statements of Income, and Consolidated Statements of Cash flows present discontinued operations for the current period and were adjusted on a retrospective basis for prior periods and assets of discontinued operations were measured at their lower of cost or fair value. For further discussion, refer to Note 19, “Discontinued Operations” within the Notes to the Unaudited Consolidated Financial Statements included in Part I, Item 1 in this Quarterly Report on Form 10-Q.

There have been no other material changes in critical accounting policies during the three and nine months ended September 30, ~~2022.~~2023.

Overview

We are a bank holding company, and our principal subsidiary, Eastern Bank, is a Massachusetts-chartered bank that has served the banking needs of our customers since 1818. Our business philosophy is to operate as a diversified financial services enterprise providing a broad array of banking and other financial services primarily to retail, commercial and small business customers. We had total assets of ~~$22.0~~$21.1 billion and ~~$23.5~~$22.6 billion at September 30, ~~2022~~2023 and December 31, ~~2021,~~2022, respectively. We are subject to comprehensive regulation and examination by the Massachusetts Commissioner of Banks, the FDIC, the Federal Reserve Board and the Consumer Financial Protection Bureau.

We manage our business under two business segments: our banking business, which contributed $172.0 million, or 87.9%, of our total income (pre-provision net interest and dividend income and noninterest income) for the three months ended September 30, 2022 and $474.0 million, or 86.2%, of our total income for the nine months ended September 30, 2022, and our insurance agency business, which contributed $23.7 million, or 12.1%, of our total income for the three months ended September 30, 2022 and $76.1 million, or 13.8%, of our total income for the nine months ended September 30, 2022. Our ~~banking~~ business consists of a full range of banking, lending (commercial, residential and consumer), savings and small business offerings, including our wealth management and trust operations that we conduct through our Eastern Wealth Management division. ~~Our~~

In recent years, we managed our business under two business segments: our banking business and our insurance agency business. On September 19, 2023, we entered into an agreement to sell our insurance agency business ~~consists~~and, consequently, reclassified substantially all of ~~insurance-related activities, acting~~the related assets and certain liabilities to “assets and liabilities of discontinued operations,” respectively, on our Consolidated Balance Sheets and the results of discontinued operations were reclassified to “net (loss) income from discontinued operations” on our Consolidated Statements of Income. For additional discussion of discontinued operations, refer to Note 19, “Discontinued Operations” within the Notes to the Unaudited Consolidated Financial Statements included in Part I, Item 1 in this Quarterly Report on Form 10-Q. The following discussion excludes amounts reported as ~~an independent agent in offering commercial, personal and employee benefits insurance products to individual and commercial clients.~~discontinued operations.

Net income and net loss from continuing operations for the three and nine months ended September 30, 2023 computed in accordance with GAAP were $63.5 million and $94.2 million, respectively, as compared to net income of $52.8 million and $145.6 million for the three and nine months ended September 30, 2022, ~~computed~~respectively, representing an increase of 20.2% and a decrease of 164.7%, respectively. The increase in ~~accordance with GAAP was $54.8 million and $157.5 million, respectively, as~~net income for the three months ended September 30, 2023 compared to ~~$37.1 million~~the three months ended September 30, 2022 was primarily due to a net income tax benefit recognized for the three months ended September 30, 2023 compared to income tax expense recognized for the three months ended September 30, 2022, which more than offset the combined effect of a decline in net interest income and ~~$119.6 million~~an increase in noninterest expenses during the three months ended September 30, 2023 compared to the three months ended September 30, 2022. Refer to the later sections titled “Results of Operations” within this Item 2 for additional discussion. The net loss for the nine months ended September 30, 2023 and resulting decline from net income during the nine months ended September 30, 2022 was primarily due to the sale of available for sale securities at a loss in connection with our balance sheet repositioning completed in March 2023. Refer to the later sections titled “Outlook and Trends” and “Liquidity, Capital Resources, Contractual Obligations, Commitments and Contingencies” within this Item 2 for additional discussion.

Net income from continuing operations and net loss continuing operations for the three and nine months ended September 30, ~~2021,~~2023, respectively, ~~representing increases of 47.6%~~ and ~~31.7%, respectively. These increases were primarily due to an increase in average interest earning assets, which was primarily the result of our 2021 acquisition of Century. Refer to the~~ ~~“Results of Operations”~~ ~~section below for additional discussion. Net~~net income from continuing operations for the three and nine months ended September 30, 2022 ~~and 2021~~ included items that our management considers non-core, which management excludes for purposes of assessing our operating net income, a non-GAAP financial measure. Operating net income for the three and nine months ended September 30, ~~2022~~2023 was ~~$55.7~~$52.1 million and ~~$163.4~~$146.3 million, respectively, compared to operating net income for the three and nine months ended September 30, ~~2021~~2022 of ~~$37.4~~$53.6 million and ~~$121.0~~$151.3 million, respectively, representing ~~increases~~decreases of ~~49.1%~~2.8% and ~~35.0%~~3.3%, respectively. These ~~increases~~decreases were ~~largely driven by~~primarily due to decreased noninterest income on an operating basis along with increased noninterest expense on an operating basis for both the ~~aforementioned change in average interest-earning assets.~~three and nine months ended compared to the three and nine months ended September 30, 2022. See “Non-GAAP Financial Measures”and “Results of Operations” ~~below~~within this Item 2 for a reconciliation of operating net income to ~~GAAP~~ net ~~income.~~

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~~The following chart shows our basic earnings per share~~income on a GAAP basis and ~~operating basis over the past five quarters (refer to the~~ ~~“Non-GAAP Financial Measures”~~ ~~section below for a reconciliation of GAAP earnings to operating earnings):~~

Earnings per share increased from $0.22 for the three months ended September 30, 2021 to $0.33 for the three months ended September 30, 2022, a 55.4% increase. Earnings per share increased from $0.69 for the nine months ended September 30, 2021 to $0.94 for the nine months ended September 30, 2022, a 36.0% increase. These increases were due to increases in net interest income and decreases in the average number of common shares outstanding during each such period. The decreases in the average number of common shares outstanding are attributable to share repurchases in connection with our previously announced share repurchase program.

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~~The following chart shows our efficiency ratio on a GAAP and operating basis over the past five quarters (refer to the~~ ~~“Non-GAAP Financial Measures”~~ ~~section below for additional information on the determination of each measure):~~

The GAAP efficiency and non-GAAP operating efficiency ratios for both the three and nine months ended September 30, 2022 decreased compared to the ratios for the three and nine months ended September 30, 2021. The decrease in the efficiency ratios for such periods was primarily attributable to increased net interest income, which resulted in a margin of increase in total revenue that exceeded the rate at which noninterest expense increased for the same periods. Refer to the ~~“Results of Operations”~~ ~~section below for additional~~further discussion of ~~the changes in net interest income,~~ noninterest income and noninterest expense.

Banking Business

Our banking business offers a range of commercial, retail, wealth management and banking ~~services,~~service, and consists primarily of attracting deposits from the general public, including municipalities, and investing those deposits, together with borrowings and funds generated from operations, to originate loans in a variety of sectors and to invest in securities. ~~The~~ Our

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financial condition and results of operations ~~of our banking business~~ depend primarily on (i) attracting and retaining relatively low cost, stable deposits, (ii) using those deposits to originate and acquire loans and earn net interest income and (iii) operating expenses incurred.

Lending Activities

We use funds obtained from deposits, as well as funds obtained from the FHLBB advances, ~~and federal funds,~~ primarily to originate loans and to invest in securities. Our lending focuses on the following categories of loans:

Commercial Lending

•Commercial and industrial: Loans in this category consist of revolving and term loans extended to businesses and corporate enterprises for the purpose of financing working capital, facilitating equipment purchases and facilitating acquisitions. As of ~~both~~ September 30, ~~2022~~2023 and December 31, ~~2021,~~2022, we had total commercial and industrial loans of ~~$3.0~~$3.1 billion and $3.2 billion, respectively, representing ~~23.5%~~22.2% and ~~24.2%~~23.2%, respectively, of our total loans. The primary risk associated with commercial and industrial loans is the ability of borrowers to achieve business results consistent with those projected at origination. Our primary focus for commercial and industrial loans is middle-market companies located in the markets we serve. In addition, we participate in the syndicated loan

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market and the SNC Program. As of September 30, ~~2022~~2023 and December 31, ~~2021,~~2022, our SNC Program portfolio totaled ~~$578.5~~$666.9 million and ~~$480.9~~$685.8 million, respectively, or ~~19.1%~~21.6% and ~~16.2%~~21.9%, respectively, of our commercial and industrial portfolio, and ~~34.4%~~46.7% and ~~40.3%~~37.3%, respectively, of our SNC Program portfolio were loans to borrowers headquartered in our primary lending market. During the three and nine months ended September 30, 2023 we sold $191.8 million of SNC loans in our commercial and industrial portfolio. We did not sell any SNC loans during the three and nine months ended September 30, 2022. Our commercial and industrial portfolio also includes our Asset Based Lending Portfolio (“ABL Portfolio”)~~, a portion of our PPP loans,~~ and industrial revenue bonds (“IRBs”), the balances of which are detailed below:

◦As of September 30, ~~2022~~2023 and December 31, ~~2021,~~2022, our ABL Portfolio totaled ~~$230.4~~$225.9 million and ~~$224.8~~$208.8 million, respectively, or ~~7.6%~~7.3% and ~~7.6%~~6.6%, respectively, of our commercial and industrial portfolio.

◦As of September 30, ~~2022~~2023 and December 31, ~~2021, the amount of PPP loans included in our commercial and industrial portfolio was $5.3 million and $112.8 million, respectively.~~

◦~~As of both September 30,~~ 2022, ~~and December 31, 2021,~~ our commercial and industrial IRB portfolio, which is comprised of municipal bonds issued to finance major capital projects, totaled $0.9 billion and $1.0 ~~billion.~~billion, respectively, or 29.1% and 31.7%, respectively, of our commercial and industrial portfolio.

•Commercial real estate: Loans in this category include mortgage loans and lines of credit on commercial real estate, both investment and owner occupied. Property types financed include office, industrial, multi-family, affordable housing, retail, hotel, and other type properties. As of September 30, ~~2022~~2023 and December 31, ~~2021,~~2022, we had total commercial real estate loans of ~~$5.0~~$5.4 billion and ~~$4.5~~$5.2 billion, representing ~~38.7%~~38.8% and ~~36.9%~~38.0%, respectively, of our total ~~loans.~~loans as of each period end. As of both September 30, ~~2022,~~2023, and December 31, ~~2021,~~2022, owner occupied loans totaled ~~$1.0~~$0.9 billion, representing ~~20.2%~~16.8% and ~~21.2%~~17.8%, respectively, of our commercial real estate loans. In connection with our adoption of ASU 2016-13, we revised our methodology for determining owner occupied commercial real estate loans in order to conform with our corresponding pools for CECL reserve modeling purposes, and our totals as of September 30, 2022 reflect such revision. Accordingly, the amount of our owner occupied commercial real estate loans as of December 31, 2021 was also revised from the amount disclosed in our 2021 Form 10-K to accommodate comparability. Collateral values are established by independent third-party appraisals and evaluations. The primary repayment sources include operating income generated by the real estate, permanent debt refinancing and/or the sale of the real estate. Our commercial real estate loan portfolio also included IRB loans of ~~$591.6~~$590.7 million and ~~$629.6~~$608.0 million as of September 30, ~~2022~~2023 and December 31, ~~2021, respectively.~~2022, respectively, representing 10.9% and 11.8%, respectively, of our commercial real estate portfolio.

•Commercial construction: Loans in this category include construction project financing and are comprised of commercial real estate, business banking and residential loans for the purpose of constructing and developing real estate. As of September 30, ~~2022~~2023 and December 31, ~~2021,~~2022, we had total commercial construction loans of ~~$314.2~~$382.6 million and ~~$222.3~~$336.3 million, respectively, representing ~~2.4%~~2.8% and ~~1.8%~~2.5%, respectively, of our total loans. Our commercial construction loan portfolio also included IRB loans as of $47.5 million and $36.9 million as of September 30, 2023 and December 31, 2022, respectively, representing 12.4% and 11.0% respectively, of our commercial construction portfolio.

•Business banking: Loans in this category are comprised of loans to small businesses with exposures of under $1$1.0 million and small investment real estate projects with exposures of under $3$3.0 million. These loans are separate and distinct from our commercial and industrial and commercial real estate portfolios described above due to the size of the loans. As of both September 30, ~~2022~~2023 and December 31, ~~2021,~~2022, we had total business banking loans of $1.1 billion, representing 7.8% and ~~$1.3 billion, respectively, representing 8.5% and 10.9%~~8.0% of our total loans for each period end, respectively. In this category, commercial and industrial loans and commercial real estate loans totaled ~~$222.3~~$187.0 million and ~~$874.1~~$900.8 million, respectively, as of September 30, ~~2022,~~2023, and ~~$440.6~~$208.4 million and ~~$894.1~~$882.1 million, respectively, as of December 31, ~~2021.~~2022.

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Business banking originations include traditionally underwritten loans as well as partially automated scored loans. Our proprietary decision matrix, which includes a number of quantitative factors including, but not limited to, a guarantor’s credit score, industry risk, and time in business, is used to determine whether to make business banking loans. We also engage in SBA lending. SBA guarantees reduce our risk of loss when default occurs and are considered a credit enhancement to the loan structure.

Our business banking portfolio also includes a portion of our PPP loans which are included in the aforementioned commercial and industrial business banking total. As of September 30, 2022 and December 31, 2021, the amount of PPP loans included in our business banking portfolio was $17.8 million and $218.6 million, respectively.

Residential Lending

•Residential real estate: Loans in this category consist of mortgage loans on residential real estate. As of September 30, ~~2022~~2023 and December 31, ~~2021,~~2022, we had total residential real estate loans of ~~$2.1~~$2.6 billion and ~~$1.9~~$2.5 billion,

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respectively, representing ~~16.4%~~18.4% and ~~15.7%~~18.1%, respectively, of our total loans. Underwriting considerations include, among others, income sources and their reliability, willingness to repay as evidenced by credit repayment history, financial resources including cash reserves and the value of the collateral. We maintain policy standards for minimum credit scores and cash reserves and maximum ~~loan to value~~loan-to-value consistent with a “prime” portfolio. Collateral consists of mortgage liens on residential dwellings. We do not originate or purchase sub-prime or other high-risk loans. Residential real estate loans are originated either for sale to investors or to retain in our loan portfolio. Decisions about whether to sell or retain residential real estate loans are made based on the interest rate characteristics, pricing for loans in the secondary mortgage market, competitive factors and our capital needs. During the three and nine months ended September 30, 2023, residential real estate mortgage loan originations were $115.3 million and $253.0 million, respectively, of which $14.7 million and $36.6 million, respectively, were sold on the secondary markets. Comparatively, during the three and nine months ended September 30, 2022, residential real estate mortgage loan originations were $119.8 million and $397.5 million, respectively, of which $8.1 million and $53.2 million, respectively, were sold on the secondary markets. ~~Comparatively,~~We began purchasing residential real estate mortgage loans during the ~~three and~~third quarter of 2022. Loans purchased were subject to the same underwriting criteria as those loans originated directly by us. During the nine months ended September 30, ~~2021,~~2023, we purchased $32.0 million of residential real estate mortgage ~~originations were $232.1 million and $743.5 million, respectively, of which $67.8 million and $171.1 million, respectively, were sold on~~loans. We did not purchase any residential real estate mortgage loans during the ~~secondary markets. In addition, during~~three months ended September 30, 2023. During the three and nine months ended September 30, 2022, ~~the Company~~we purchased $79.9 million of residential real estate ~~loans originated by a third party.~~loans.

Consumer Lending

•Consumer home equity: Loans in this category consist of home equity lines of credit and home equity loans. As of both September 30, ~~2022~~2023 and December 31, ~~2021,~~2022, we had total consumer home equity loans of $1.2 billion, representing 8.6% and ~~$1.1 billion, representing 9.1% and 9.0%~~8.8%, respectively, of our total ~~loans.~~loans as of each period end. Home equity lines of credit are granted for ten years with monthly interest-only repayment requirements. Full principal repayment is required at the end of the ten-year draw period. Home equity lines of credit can be converted to term loans that are fully amortized. Underwriting considerations are materially consistent with those utilized in the residential real estate category. Collateral consists of a senior or subordinate lien on owner-occupied residential property.

•Other consumer: Loans in this category consist of unsecured personal lines of credit, overdraft protection, automobile and aircraft loans, home improvement loans and other personal loans. As of September 30, ~~2022~~2023 and December 31, ~~2021,~~2022, we had total other consumer loans of ~~$196.6~~$219.7 million and ~~$214.5~~$194.1 million, respectively, representing ~~1.5%~~1.6% and ~~1.8%~~1.4%, respectively, of our total loans. Our policy and underwriting in this category include the following factors, among others: income sources and reliability, credit histories, term of repayment and collateral value, as applicable.

Other ~~Banking~~ Products and Services

In addition to our lending activities, which are the core part of our banking business, we offer other banking products and services primarily related to (i) other commercial banking products, (ii) other consumer deposit products and (iii) wealth management services.

Other Commercial Banking Products

•We offer a variety of deposit, treasury management, electronic banking, interest rate protection and foreign exchange products to our customers. In addition, we offer cash management services to our corporate and municipal clients. Deposit products include checking products, both interest-bearing and noninterest-bearing, as well as money market deposits, savings deposits and certificates of deposits. Our treasury management

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products include a variety of cash management and payment products. Our interest rate protection and foreign exchange products include interest rate swaps and currency related transactions. As of September 30, 2022 and December 31, 2021, our total commercial deposits were $7.3 billion and $8.1 billion, respectively. During the three and nine months ended September 30, 2022 our commercial noninterest income was $7.4 million and $19.0 million, respectively, compared to $4.1 million and $12.4 million for the three and nine months ended September 30, 2021, respectively.

Other Consumer Deposit Products

•We offer a wide variety of deposit products and services to our consumer customers. We service these customers through our 9897 branches located in eastern Massachusetts and New Hampshire, through our call center in our facility in Lynn, MA and through our online and mobile banking applications.

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Wealth Management Services

•Through our Eastern Wealth Management division, we provide a wide range of trust services, including (i) managing customer investments, (ii) serving as custodian for customer assets, and (iii) providing other fiduciary services, including serving as the trustee and personal representative of estates. As of September 30, ~~2022~~2023 and December 31, ~~2021,~~2022, we held ~~$2.7~~$3.2 billion and ~~$3.4~~$2.9 billion, respectively, of assets in a fiduciary, custodial or agency capacity for customers, which are not our assets and therefore not included on the ~~consolidated balance sheets~~Consolidated Balance Sheets included in this Quarterly Report on Form 10-Q. For the three and nine months ended September 30, ~~2022,~~2023, we had noninterest income of ~~$5.8~~$6.2 million and ~~$18.0~~$18.1 million, respectively, from providing these services compared to ~~$6.3~~$5.8 million and $18.0 million for the three and nine months ended September 30, ~~2021,~~2022, respectively.

~~Insurance Agency Business~~Acquisitions

~~Our insurance agency business consists~~Proposed Acquisition

On September 19, 2023, we entered into a definitive merger agreement with Cambridge Bancorp (“Cambridge”) and Cambridge Trust Company (“Cambridge Trust”) pursuant to which we have agreed to acquire Cambridge through a merger, with the Company as the surviving entity (the “Merger Agreement”). Under the Merger Agreement, each share of insurance-related activities such as acting as an independent agent in offering commercial, personal and employee benefits insurance products to individual and commercial clients through our wholly-owned agency, Eastern Insurance Group. Our insurance products include commercial property and liability, workers compensation, life, accident and health and automobile insurance. We also offer a wide range of employee benefits products and services, including professional advice related to health care cost management, employee engagement and executive services. As an agency business, we do not assume any underwriting or insurance risk. The commissions we earn on the sale of these insurance products and services is the most significant portionCambridge common stock will be exchanged for 4.956 shares of our ~~noninterest~~common stock. The transaction is intended to qualify as a tax-free reorganization for federal income ~~representing $23.8~~tax purposes and will provide Cambridge shareholders with a tax-free exchange of their shares of Cambridge common stock in exchange for our common stock as the consideration they will receive in the merger. We anticipate issuing approximately 39.4 million ~~and $77.2 million, respectively, or 54.9% and 58.6%, respectively~~shares of our ~~noninterest income during~~common stock in the ~~three and nine months ended September 30, 2022. Comparatively, during~~merger. Based upon the ~~three and nine months ended September 30, 2021, such income represented $22.0 million and $73.8 million, respectively, or 50.8% and 51.2%, respectively,~~closing price of our ~~noninterest income. Our insurance business~~common stock on September 18, 2023 of $13.41 per share, the transaction is valued at approximately $528.1 million. The closing of the Cambridge acquisition, which is expected to occur in the first quarter of 2024, remains subject to required Company shareholder approval, Cambridge shareholder approval, regulatory approvals and satisfaction of other customary closing conditions set forth in the Merger Agreement.

Cambridge, a Massachusetts corporation, is a federally registered bank holding company headquartered in Cambridge, Massachusetts. Cambridge Trust, a Massachusetts-chartered trust company formed in 1890, is a wholly-owned subsidiary of Cambridge that operates through ~~21 non-branch~~a network of 22 full-service banking offices ~~located primarily~~ in eastern Massachusetts and ~~had 401 full-time equivalent employees~~New Hampshire with $5.5 billion in total assets and $4.6 billion in deposits as of September 30, ~~2022.~~

~~Acquisitions~~

~~During the nine months ended~~2023. Cambridge’s core services also include wealth management. Through its wealth management group, which has five offices in Massachusetts and New Hampshire, it offers comprehensive investment management, as well as trust administration, estate settlement, and financial planning services. Cambridge had assets under management and administration of approximately $4.3 billion as of September 30, ~~2022,~~2023.

Outlook and Trends

Sale of Insurance Operations

On September 19, 2023, we ~~completed acquisitions~~announced that we had entered into an agreement with a third-party insurance company to sell substantially all of ~~two~~the assets and transfer certain liabilities of our insurance ~~agencies~~agency business for ~~cash consideration~~a gross purchase price of ~~$5.2~~$515.0 million, subject to customary post-closing working capital adjustments. Management made the decision to sell the insurance agency business to recognize the valuation premium of the business, while allowing us to focus on growth and ~~$8.2 million, respectively, for aggregate total consideration~~strategic initiatives of ~~$13.4 million. For further information regarding~~ our ~~acquisitions, refer~~core banking business. The sale closed on October 31, 2023. The proceeds from the sale will primarily be used to pay down our short-term FHLB borrowings. Refer to Note 19, “Discontinued Operations” and Note ~~7, “Goodwill and Other Intangibles”~~20, “Subsequent Events” within the Notes to the Unaudited Consolidated Financial Statements included in Part I, Item 1I in this Quarterly Report on Form ~~10-Q.~~10-Q for additional discussion.

~~Outlook and Trends~~

Interest Rates

We believe that the increases in the federal funds rate that have occurred in 2022 and we anticipate will occur in early 2023 will improve our net interest income for the quarter ending December 31, 2022 and into 2023 on a year over year basis, although there is greater uncertainty regarding the impact in 2023. Beginning in March 2022, the Federal Open Market Committee ~~(the “FOMC”~~(“FOMC”) voted to increase the federal funds rate multiple times from a range of 0.00% to 0.25% to a range of ~~3.75%~~5.25% to ~~4.00%~~5.50% on ~~November 2, 2022,~~July 26, 2023, when the FOMC stated that it ~~“anticipates that ongoing increases in~~

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will continue to assess additional information and its implications for monetary policy. At its most recent meeting on November 1, 2023, the FOMC decided to maintain the target range ~~[for~~for the federal funds ~~rate]~~rate at the range set following its July 26, 2023 meeting. The FOMC indicated that in determining the extent to which additional policy firming may be appropriate to return inflation to 2 percent over time, the Committee will ~~be appropriate.”~~take into account the cumulative tightening of monetary policy, the lags with which monetary policy affects economic activity and inflation, and economic and financial developments.

Inevitably, not all of our interest rate-sensitive assets and liabilities will re-price simultaneously and in equal volume in response to changes in the federal funds rate, and therefore the potential for interest rate exposure exists. Management believes that several factors will affect the actual impact of interest rate changes on our balance sheet and operating results, including, but not limited to, actual changes in interest rates or expectations of future changes, the degree of volatility in the securities markets, inflation rates or expectations of inflation, and the slope of the interest rate yield curve. We attempt to manage interest rate risk by identifying, quantifying, and, where appropriate, hedging our exposure. Approximately ~~36%~~33% of the outstanding principal balance of our loans as of September 30, ~~2022~~2023 was indexed to a market rate that is expected to reprice along with the federal funds rate. ~~As rates have risen and the shape of the yield curve has changed during the first three quarters of 2022, a~~A portion of these loans have been hedged using interest rate swaps to convert the floating rate interest receipts to a fixed rate. The notional amount of floating rate loans swapped totaled $2.4 billion on September 30, ~~2022,~~2023, representing approximately ~~18.6%~~17.2% of the outstanding principal balance of our loans at that date. For more detail regarding such hedging financial instruments, refer to Note ~~13,~~14, “Derivative Financial Instruments” within the Notes to the Unaudited Consolidated Financial Statements included in Part I, Item 1 in this Quarterly Report on Form 10-Q. We anticipate that an increase in market interest rates, whether due to an increase in the federal funds rate or otherwise, will decrease the fair value of those interest rate swaps and consequently reduce the positive impact on our net interest income that an interest rate increase would otherwise

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~~have.~~ Refer to the section titled “Management of Market Risk” within this Item 2 for additional discussion including the estimated change to our net interest income under interest rate risk measurement methodologies that use a variety of hypothetical scenarios assuming immediate and parallel changes in interest rates that may not reflect the manner in which actual yields and costs respond to changes in market interest rates.

~~Defined Benefit Plan~~

~~We expect~~Increases in the federal funds rate, which began in March 2022, and greater industry-wide competition for deposits have had a significant impact on our cost of interest-bearing liabilities and funding betas. Beginning in the third quarter of 2022 and to ~~recognize~~assist in meeting our loan-growth needs, we placed additional reliance on wholesale funding in the form of borrowings and then, in the fourth quarter of 2022, we started to purchase brokered certificates of deposit. These funding sources generally have a ~~non-cash settlement charge during~~higher cost than deposits originating within the markets we serve and are not our preferred sources of funding. During the first quarter ~~ending December 31, 2022 related to~~of 2023, we completed a balance sheet repositioning by selling a portion of our AFS securities portfolio for total proceeds of $1.9 billion. The proceeds from the ~~required use of settlement accounting for 2022 for our Defined Benefit Plan. As of the date of this Quarterly Report on Form 10-Q, management estimates the amount~~sale of such ~~non-cash settlement charge~~securities have been used to ~~be a loss within the range~~increase cash levels and reduce wholesale funds and, in turn, improve our funding betas.

Table of ~~$10.0 million~~Contents

The following chart depicts our funding betas and ~~$15.0 million. For more information, refer to~~ ~~Note 19, “Subsequent Events”~~ ~~within the Notes to the Unaudited Consolidated Financial Statements included in Part I, Item 1 in this Quarterly Report on Form 10-Q.~~

~~Paycheck Protection Program Loans~~

~~We are a participating lender in the SBA’s Paycheck Protection Program, or PPP. We concluded PPP loan originations in the second quarter~~cost of 2021 as the SBA announced in May 2021 that PPP funds were exhausted. The majority of our PPP borrowers are existing commercial and small business borrowers, non-profit customers, retail banking customers and clients of our Eastern Wealth Management division and Eastern Insurance Group. As of September 30, 2022 and December 31, 2021, the remaining balance of our PPP loans was $23.1 million and $331.4 million, respectively. Net PPP loan fee accretion (fee accretion less cost amortization) for all PPP loansinterest bearing liabilities for the ~~three and nine~~previous twelve months ended September 30, 2022 was $0.5 million and $8.8 million, respectively. Net PPP loan fee accretion (fee accretion less cost amortization) for all PPP loans for the three and nine months ended September 30, 2021 was $5.9 million and $23.5 million, respectively. We expect to recognize the remaining net unearned fees of $0.4 million as of September 30, 2023:

(1)Cycle beta calculated as the change in monthly average total interest-bearing liabilities cost in each respective month from the beginning of the cycle, defined as February 2022, divided by the respective change in the average monthly upper bound of the Federal Funds target range during the ~~remainder~~same period.

(2)The total cost of interest bearing liabilities is charted on the left-hand y-axis and cycle beta data is charted on the right-hand y-axis.

The above chart demonstrates a flattening of our liabilities costs immediately following the sale of AFS securities in March 2023 as the cash generated from the sale was used to reduce wholesale funding.

Bank Closures and Related FDIC Matters

On March 12 and 13, 2023, following the closures of Silicon Valley Bank (“SVB”) and Signature Bank and the appointment of the ~~year ended~~FDIC as the receiver for those banks, the FDIC announced that, under the systemic risk exception set forth in the Federal Deposit Insurance Act (“FDIA”), all insured and uninsured deposits of those banks were transferred to the respective bridge banks for SVB and Signature Bank.

The FDIC also announced that, as required by the FDIA, any losses to the Deposit Insurance Fund (“DIF”) to support uninsured depositors would be recovered by a special assessment. On May 22, 2023, the FDIC published in the Federal Register a proposed rule that would impose special assessments to recover the loss to the DIF arising from the protection of uninsured depositors in connection with the systemic risk determination announced on March 12, 2023, following the closures of SVB and Signature Bank, as required by the FDIA. The assessment base for the special assessments would be equal to an insured depository institution’s (“IDI”) estimated uninsured deposits, reported as of December 31, 2022, ~~resulting~~adjusted to exclude the first $5 billion in estimated uninsured deposits from the IDI, or for IDIs that are part of a holding company with one or more subsidiary IDIs, at the banking organization level. The FDIC has proposed to collect special assessments at an annual rate of approximately 12.5 basis points, over eight quarterly assessment periods, which it estimates will result in total ~~recognized net fee accretion~~revenue of ~~$9.2~~$15.8 billion. Because the estimated loss pursuant to the systemic risk determination will be periodically adjusted, the FDIC would retain the ability to cease collection early, extend the special assessment collection period one or more quarters beyond the initial eight-quarter collection period to collect the difference between actual or estimated losses and the amounts collected, and impose a final shortfall special assessment on a one-time basis after the receiverships for SVB and Signature Bank terminate. The FDIC is proposing an effective date of January 1, 2024, with special assessments collected beginning with the first quarterly assessment period of 2024 (i.e., January 1 through March 31, 2024, with an invoice payment date of June 28, 2024).

We estimate, based on the FDIC’s May 2023 proposed rule, that the total pre-tax amount of the Bank’s special assessment will be approximately $10.0 million, ~~for~~although the ~~year ending December 31, 2022 compared~~timing, amount and allocation of that special assessment remains

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subject to ~~$34.3 million recognized during~~ the ~~year ended December 31, 2021. Our net interest margin has been~~provisions of the FDIC’s final rule, when effective, as well as any actions by the FDIC, as described above, to cease collection early, extend the collection period, and impose a final shortfall special assessment. The special assessment is expected to ~~continue to~~ be ~~adversely affected as a result of~~recognized, in full, in the ~~decline~~reporting period in ~~net fee accretion,~~ which the final rule is associated with the decreased volume of PPP loan payoffs. The impact to our net interest margin resulting from the decline in net PPP loan fee accretion is estimated to be 0.25% on an annualized basis (change computed based upon average total loans for the year ended December 31, 2021).published.

Non-GAAP Financial Measures

We present certain non-GAAP financial measures, which management uses to evaluate our performance and which exclude the effects of certain transactions, non-cash items and GAAP adjustments that are non-recurring or infrequent and/or that we believe are unrelated to our core business and are therefore not necessarily indicative of our current performance or financial position. Management believes excluding these items facilitates greater visibility for investors into our core businesses as well as underlying trends that may, to some extent, be obscured by inclusion of such items in the corresponding GAAP financial measures. Except as otherwise indicated, the information presented within this section excludes discontinued operations. Refer to Note 19, “Discontinued Operations” within the Notes to the Unaudited Consolidated Financial Statements included in Part I, Item 1 in this Quarterly Report on Form 10-Q for further discussion regarding discontinued operations.

There are items in our financial statements that impact our results but which we believe are unrelated to our core business. Accordingly, we present operating net income, noninterest income on an operating basis, noninterest expense on an operating basis, total operating revenue, operating earnings per share, operating net income to average tangible shareholders’ equity, tangible book value per share, and the operating efficiency ratio, each of which excludes the impact of such items because we believe such exclusion can provide greater visibility into our core business and underlying trends. Such items that we do not consider to be core to our business include (i) income and expenses from investments held in rabbi trusts, (ii) gains and losses on sales of securities available for sale, net, (iii) gains and losses on the sale of other assets, (iv) rabbi trust employee benefits, (v) impairment charges on tax credit investments and associated tax credit benefits, (vi) ~~expenses indirectly associated with our initial public offering (“IPO”), (vii)~~ OREO gains and losses, ~~(viii)~~(vii) merger and acquisition expenses, (viii) the non-cash pension settlement charge recognized related to our Defined Benefit Plan, (ix) ~~the stock donation to the Eastern Bank Foundation (the “Foundation”) in connection with our mutual-to-stock conversion and IPO,~~certain discrete tax items, and (x) ~~settlement of putative consumer class action litigation matters related to overdraft and non-sufficient funds fees, and associated settlement expenses.~~net income from discontinued operations. There were no expenses indirectly associated with ~~our IPO~~OREO gains or ~~stock donations to the Foundation~~losses, impairment charges on tax credit investments and associated tax credit benefits, or non-cash pension settlement charges during the periods presented in this Quarterly Report on Form 10-Q.

We also present tangible shareholders’ equity, tangible assets, the ratio of tangible shareholders’ equity to tangible assets, average tangible shareholders’ equity, the ratios of net income (loss) from continuing operations and operating net income to average tangible shareholders’ equity and tangible book value per share, each of which excludes the impact of goodwill and other intangible assets, as we believe these financial measures provide investors with the ability to further assess our performance, identify trends in our core business and provide a comparison of our capital adequacy to other companies. We have included the 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.

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Our non-GAAP financial measures should not be considered as an alternative or substitute to GAAP net income (loss) from continuing operations, or as an indication of our cash flows from operating activities, a measure of our liquidity or an indication of funds available for our cash needs. An item which we consider to be non-core and exclude when computing these non-GAAP financial measures can be of substantial importance to our results for any particular period. In addition, our methodology for calculating non-GAAP financial measures may differ from the methodologies employed by other companies to calculate the same or similar performance measures and, accordingly, our reported non-GAAP financial measures may not be comparable to the same or similar performance measures reported by other companies.

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The following table summarizes the impact of non-core items recorded for the time periods indicated below and reconciles them to the most directly comparable GAAP financial measure:


		Three Months Ended September 30,				Nine Months Ended September 30,					Three Months Ended September 30,				Nine Months Ended September 30,
		2022		2021		2022		2021			2023		2022		2023		2022
		(Dollars in thousands, except per share data)									(Dollars in thousands, except per share data)
Net income (GAAP)		$	54,777	$	37,106	$	157,465	$	119,578
Net income (loss) from continuing operations (GAAP)										Net income (loss) from continuing operations (GAAP)	$	63,464	$	52,808	$	(94,198)	$	145,593
Non-GAAP adjustments:	Non-GAAP adjustments:									Non-GAAP adjustments:
Add:	Add:									Add:
Noninterest income components:	Noninterest income components:									Noninterest income components:
Losses (income) from investments held in rabbi trusts	Losses (income) from investments held in rabbi trusts	2,248		289		13,997		(5,773)		Losses (income) from investments held in rabbi trusts	1,523		2,248		(4,336)		13,997
Losses (gains) on sales of securities available for sale, net		198		(1)		2,474		(1,166)
Gains on sales of other assets		(501)		(490)		(1,478)		(537)
Losses on sales of securities available for sale, net										Losses on sales of securities available for sale, net	—		198		333,170		2,474
(Gains) losses on sales of other assets										(Gains) losses on sales of other assets	(2)		(467)		3		(1,440)
Noninterest expense components:	Noninterest expense components:									Noninterest expense components:
Rabbi trust employee benefit (income) expense	Rabbi trust employee benefit (income) expense	(867)		(53)		(6,264)		2,996		Rabbi trust employee benefit (income) expense	(586)		(867)		2,002		(6,264)
Impairment reversal (charge) on tax credit investments		—		1,133		—		(286)
Gain on sale of other real estate owned		—		(87)		—		(87)
Merger and acquisition expenses		271		740		305		4,808
Settlement and expenses for putative consumer class action matters		—		—		—		3,325
Merger and acquisition expenses (1)										Merger and acquisition expenses (1)	3,630		—		3,630		—
Total impact of non-GAAP adjustments	Total impact of non-GAAP adjustments	1,349		1,531		9,034		3,280		Total impact of non-GAAP adjustments	4,565		1,112		334,469		8,767
Less net tax benefit associated with non-GAAP adjustment (1)		384		1,246		3,132		1,833
Less net tax benefit associated with non-GAAP adjustment (2)										Less net tax benefit associated with non-GAAP adjustment (2)	15,944		318		93,960		3,058
Non-GAAP adjustments, net of tax	Non-GAAP adjustments, net of tax	$	965	$	285	$	5,902	$	1,447	Non-GAAP adjustments, net of tax	$	(11,379)	$	794	$	240,509	$	5,709
Operating net income (non-GAAP)	Operating net income (non-GAAP)	$	55,742	$	37,391	$	163,367	$	121,025	Operating net income (non-GAAP)	$	52,085	$	53,602	$	146,311	$	151,302

Weighted average common shares outstanding during the period:	Weighted average common shares outstanding during the period:									Weighted average common shares outstanding during the period:
Basic	Basic	163,718,962		172,298,615		166,682,222		172,174,469		Basic	162,370,469		163,718,962		162,199,158		166,682,222
Diluted	Diluted	164,029,649		172,298,615		166,867,643		172,174,469		Diluted	162,469,887		164,029,649		162,260,503		166,867,643

Earnings per share, basic		$	0.33	$	0.22	$	0.94	$	0.69
Earnings per share, diluted		$	0.33	$	0.22	$	0.94	$	0.69
Earnings (losses) per share from continuing operations, basic										Earnings (losses) per share from continuing operations, basic	$	0.39	$	0.32	$	(0.58)	$	0.87
Earnings (losses) per share from continuing operations, diluted										Earnings (losses) per share from continuing operations, diluted	$	0.39	$	0.32	$	(0.58)	$	0.87

Operating earnings per share, basic (non-GAAP)	Operating earnings per share, basic (non-GAAP)	$	0.34	$	0.22	$	0.98	$	0.70	Operating earnings per share, basic (non-GAAP)	$	0.32	$	0.33	$	0.90	$	0.91
Operating earnings per share, diluted (non-GAAP)	Operating earnings per share, diluted (non-GAAP)	$	0.34	$	0.22	$	0.98	$	0.70	Operating earnings per share, diluted (non-GAAP)	$	0.32	$	0.33	$	0.90	$	0.91

(1)Comprised of merger and acquisition expenses incurred related to our acquisition of Cambridge. Merger and acquisition expenses previously reported for the three and nine months ended September 30, 2022 related to acquisitions by Eastern Insurance Group were excluded from the above table as they were reclassified to discontinued operations. Refer to Note 19, “Discontinued Operations” within the Notes to the Unaudited Consolidated Financial Statements included in Part I, Item I in this Quarterly Report on Form 10-Q for additional discussion.

(2)The net tax benefit associated with these items is generally determined by assessing whether each item is included or excluded from net taxable income and applying our combined statutory tax rate only to those items included in net taxable income. The net tax benefit amount for the nine months ended September 30, ~~2022 reflects~~2023 primarily resulted from the ~~impact~~sale of securities classified as available for sale in the first quarter of 2023, a $23.7 million tax benefit resulting from the transfer of certain securities from Market Street Securities Corp., a wholly owned subsidiary which was liquidated during the first quarter of 2023, to Eastern Bank, and the net effect of establishing a valuation allowance and the subsequent reversal of the federal portion of such valuation allowance. Upon the sale of securities in the first quarter of 2023, we established a valuation allowance of $17.4 million, which is included in the net tax benefit amount, as it was determined at that time that it was not more-likely-than-not that the entirety of the deferred tax asset related to the loss on such securities would be realized. Following the execution of the agreement to sell our insurance agency business in September 2023 and our estimate of the resulting capital gain, which is described in the earlier “Outlook and Trends” section in this Item 2 and is estimated to be sufficient to realize federal capital losses related to the securities sale, we reversed the associated federal valuation allowance previously established as we had determined it was more-likely-than-not that the entirety of the federal deferred tax asset related to the loss on such securities would be realized. The tax expense resulting from the sale of the insurance agency business is expected to be recognized in the fourth quarter following the closing of the sale. The net tax benefit for the three months ended September 30, 2023 was primarily due to the reversal of the ~~remaining $0.7 million~~remainder of ~~a $12.0 million valuation allowance (“EBF Valuation Allowance”) established in 2020 associated with~~ the ~~2020 stock donation to the Foundation. The reversal~~federal portion of the valuation allowance ~~which occurred during the second quarter~~described above and a net tax benefit associated with a change in management’s estimate of ~~2022, was considered appropriate based upon~~annual pre-tax loss for purposes of determining our ~~determination of the realizability of such deductions for~~quarterly income tax ~~purposes at that time. The initial $11.3 million reversal of the EBF Valuation Allowance occurred in 2021.~~provision.

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The following table summarizes the impact of non-core items with respect to our total revenue (loss), noninterest income (loss), noninterest expense, and the efficiency ratio, which reconciles to the most directly comparable respective GAAP financial measure, for the periods indicated:

Three Months Ended September 30, Nine Months Ended September 30,
2022 2021 2022 2021
(Dollars in thousands)
Net interest income (GAAP) $ 152,179 $ 102,691 $ 418,060 $ 307,390
Add:
Tax-equivalent adjustment (non-GAAP) 3,672 1,316 8,956 3,882
Fully-taxable equivalent net interest income (non-GAAP) 155,851 104,007 427,016 311,272
Noninterest income (GAAP) 43,353 43,209 131,645 144,154
Less:
(Losses) income from investments held in rabbi trusts (2,248) (289) (13,997) 5,773
(Losses) gains on sales of securities available for sale, net (198) 1 (2,474) 1,166
Gains on sales of other assets 501 490 1,478 537
Noninterest income on an operating basis (non-GAAP) 45,298 43,007 146,638 136,678
Noninterest expense (GAAP) $ 116,840 $ 98,970 $ 336,845 $ 300,354
Less:
Rabbi trust employee benefit (income) expense (867) (53) (6,264) 2,996
Impairment reversal (charge) on tax credit investments — 1,133 — (286)
Merger and acquisition expenses 271 740 305 4,808
Settlement and expenses for putative consumer class action matters — — — 3,325
Plus:
Gain on sale of other real estate owned — 87 — 87
Noninterest expense on an operating basis (non- GAAP) $ 117,436 $ 97,237 $ 342,804 $ 289,598
Total revenue (GAAP) $ 195,532 $ 145,900 $ 549,705 $ 451,544
Total operating revenue (non-GAAP) $ 201,149 $ 147,014 $ 573,654 $ 447,950
Ratios:
Efficiency ratio (GAAP) 59.75 % 67.83 % 61.28 % 66.52 %
Operating efficiency ratio (non-GAAP) 58.38 % 66.14 % 59.76 % 64.65 %

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	Three Months Ended September 30,						Nine Months Ended September 30,
	2023			2022			2023			2022
	(Dollars in thousands)
Net interest income (GAAP)	$	137,205		$	152,179		$	417,102		$	418,060
Add:
Tax-equivalent adjustment (non-GAAP)	4,376			3,672			12,698			8,956
Fully-taxable equivalent net interest income (non-GAAP)	141,581			155,851			429,800			427,016
Noninterest income (loss) (GAAP)	19,157			19,524			(264,492)			54,325
Less:
(Losses) income from investments held in rabbi trusts	(1,523)			(2,248)			4,336			(13,997)
Losses on sales of securities available for sale, net	—			(198)			(333,170)			(2,474)
Gains (losses) on sales of other assets	2			467			(3)			1,440
Noninterest income on an operating basis (non-GAAP)	20,678			21,503			64,345			69,356
Noninterest expense (GAAP)	$	101,748		$	95,765		$	297,573		$	276,066
Less:
Rabbi trust employee benefit (income) expense	(586)			(867)			2,002			(6,264)
Merger and acquisition expenses	3,630			—			3,630			—
Noninterest expense on an operating basis (non- GAAP)	$	98,704		$	96,632		$	291,941		$	282,330
Total revenue from continuing operations (GAAP)	$	156,362		$	171,703		$	152,610		$	472,385
Total operating revenue (non-GAAP)	$	162,259		$	177,354		$	494,145		$	496,372
Ratios:
Efficiency ratio (GAAP)	65.07		%	55.77		%	194.99		%	58.44		%
Operating efficiency ratio (non-GAAP)	60.83		%	54.49		%	59.08		%	56.88		%

The following table summarizes the calculation of our tangible shareholders’ equity, tangible assets, the ratio of tangible shareholders’ equity to tangible assets, and tangible book value per share, which reconciles to the most directly comparable respective GAAP measure and includes discontinued operations, as of the dates indicated:


		As of September 30,			As of December 31,				As of September 30,			As of December 31,
		2022			2021				2023			2022
		(Dollars in thousands, except per share data)							(Dollars in thousands, except per share data)
Tangible shareholders’ equity:	Tangible shareholders’ equity:							Tangible shareholders’ equity:
Total shareholders’ equity (GAAP)	Total shareholders’ equity (GAAP)	$	2,416,163		$	3,406,352		Total shareholders’ equity (GAAP)	$	2,446,553		$	2,471,790
Less: Goodwill and other intangibles		662,222			649,703
Less: Goodwill and other intangibles (1)								Less: Goodwill and other intangibles (1)	657,824			661,126
Tangible shareholders’ equity (non-GAAP)	Tangible shareholders’ equity (non-GAAP)	1,753,941			2,756,649			Tangible shareholders’ equity (non-GAAP)	1,788,729			1,810,664
Tangible assets:	Tangible assets:							Tangible assets:
Total assets (GAAP)	Total assets (GAAP)	22,042,933			23,512,128			Total assets (GAAP)	21,146,292			22,646,858
Less: Goodwill and other intangibles		662,222			649,703
Less: Goodwill and other intangibles (1)								Less: Goodwill and other intangibles (1)	657,824			661,126
Tangible assets (non-GAAP)	Tangible assets (non-GAAP)	$	21,380,711		$	22,862,425		Tangible assets (non-GAAP)	$	20,488,468		$	21,985,732
Shareholders’ equity to assets ratio (GAAP)	Shareholders’ equity to assets ratio (GAAP)	11.0		%	14.5		%	Shareholders’ equity to assets ratio (GAAP)	11.6		%	10.9		%
Tangible shareholders’ equity to tangible assets ratio (non-GAAP)	Tangible shareholders’ equity to tangible assets ratio (non-GAAP)	8.2		%	12.1		%	Tangible shareholders’ equity to tangible assets ratio (non-GAAP)	8.7		%	8.2		%
Book value per share:	Book value per share:							Book value per share:
Common shares issued and outstanding	Common shares issued and outstanding	177,772,553			186,305,332			Common shares issued and outstanding	176,376,675			176,172,073
Book value per share (GAAP)	Book value per share (GAAP)	$	13.59		$	18.28		Book value per share (GAAP)	$	13.87		$	14.03
Tangible book value per share (non-GAAP)	Tangible book value per share (non-GAAP)	$	9.87		$	14.80		Tangible book value per share (non-GAAP)	$	10.14		$	10.28

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(1)Includes goodwill and other intangibles included in assets of discontinued operations within the Company’s Consolidated Balance Sheets.

The following table summarizes the calculation of our average tangible shareholders’ equity and ratio of net income (loss) from continuing operations and operating net income to average tangible shareholders’ equity (“operating return on average tangible shareholders’ equity”), which reconciles to the most directly comparable GAAP measure, for the periods indicated:


		Three Months Ended September 30,						Nine Months Ended September 30,							Three Months Ended September 30,						Nine Months Ended September 30,
		2022			2021			2022			2021				2023			2022			2023			2022
		(Dollars in thousands)													(Dollars in thousands)
Net income (GAAP)		$	54,777		$	37,106		$	157,465		$	119,578
Net income (loss) from continuing operations (GAAP)														Net income (loss) from continuing operations (GAAP)	$	63,464		$	52,808		$	(94,198)		$	145,593
Operating net income (non-GAAP) (1)	Operating net income (non-GAAP) (1)	55,742			37,391			163,367			121,025			Operating net income (non-GAAP) (1)	52,085			53,602			146,311			151,302
Average tangible shareholders’ equity:	Average tangible shareholders’ equity:													Average tangible shareholders’ equity:
Average total shareholders’ equity (GAAP)	Average total shareholders’ equity (GAAP)	$	2,776,691		$	3,450,679		$	2,970,159		$	3,425,023		Average total shareholders’ equity (GAAP)	$	2,539,806		$	2,776,691		$	2,533,390		$	2,970,159
Less: Average goodwill and other intangibles(2)	Less: Average goodwill and other intangibles(2)	656,684			380,185			653,567			378,536			Less: Average goodwill and other intangibles(2)	658,591			656,684			659,729			653,567
Average tangible shareholders’ equity (non-GAAP)	Average tangible shareholders’ equity (non-GAAP)	2,120,007			3,070,494			2,316,592			3,046,487			Average tangible shareholders’ equity (non-GAAP)	1,881,215			2,120,007			1,873,661			2,316,592
Ratios:	Ratios:													Ratios:
Return on average total shareholders’ equity (GAAP) (2)		7.83		%	4.27		%	7.09		%	4.67		%
Return on average tangible shareholders’ equity (non-GAAP) (2)		10.25		%	4.79		%	9.09		%	5.25		%
Return (loss) on average total shareholders’ equity (GAAP) (3)														Return (loss) on average total shareholders’ equity (GAAP) (3)	9.91		%	7.55		%	(4.97)		%	6.55		%
Return (loss) on average tangible shareholders’ equity (non-GAAP) (3)														Return (loss) on average tangible shareholders’ equity (non-GAAP) (3)	13.38		%	9.88		%	(6.72)		%	8.40		%
Operating return on average tangible shareholders’ equity (non-GAAP) ~~(2)~~(3)	Operating return on average tangible shareholders’ equity (non-GAAP) ~~(2)~~(3)	10.44		%	4.84		%	9.43		%	5.31		%	Operating return on average tangible shareholders’ equity (non-GAAP) ~~(2)~~(3)	10.98		%	10.03		%	10.44		%	8.73		%

(1)Refer to the table above within this “Non-GAAP Financial Measures” section for a reconciliation of operating net income to net ~~income.~~income (loss) from continuing operations.

(2)Includes goodwill and other intangibles included in assets of discontinued operations within the Company’s Consolidated Balance Sheets.

(3)Presented on an annualized basis.

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Financial Position

~~Summary of Financial Position~~

As of September 30, 2022 As of December 31, 2021 Change
Amount ($) Percentage (%)
(Dollars in thousands)
Cash and cash equivalents $ 158,437 $ 1,231,792 $ (1,073,355) (87.1) %
Securities available for sale 6,844,615 8,511,224 (1,666,609) (19.6) %
Securities held to maturity 481,963 — 481,963 100.0 %
Loans, net of allowance for loan losses 12,752,942 12,157,281 595,661 4.9 %
Federal Home Loan Bank Stock 18,714 10,904 7,810 71.6 %
Goodwill and other intangible assets 662,222 649,703 12,519 1.9 %
Deposits 18,733,381 19,628,311 (894,930) (4.6) %
Borrowed funds 422,718 34,278 388,440 1,133.2 %

~~Cash and cash equivalents~~

Total cash and cash equivalents decreased by $1.1 billion, or 87.1%, to $158.4 million at September 30, 2022 from $1.2 billion at December 31, 2021. This decrease was primarily due to a decrease in total customer deposits of $894.9 million, an increase in gross loans of $622.4 million, and share repurchases of $170.8 million during the nine months ended September 30, 2022. These items were partially offset by net cash inflows related to increased borrowed funds of $388.4 million and net cash inflows related to AFS and HTM securities of $58.2 million during the nine months ended September 30, 2022. For further discussion of the change in deposits, refer to the later ~~“Deposits”~~The information presented within this section ~~in this Item 2. For further discussion of the change in loans, refer to the later~~ ~~“Loans”~~ ~~section in this Item 2. For more information regarding the Company’s share repurchase programs, refer~~excludes discontinued operations. Refer to Note ~~10, “Shareholders’ Equity”~~19, “Discontinued Operations” within the Notes to the Unaudited Consolidated Financial Statements included in Part I, Item 1I in this Quarterly Report on Form ~~10-Q.~~10-Q for further discussion regarding discontinued operations.

Summary of Financial Position


	As of September 30, 2023		As of December 31, 2022		Change
					Amount ($)		Percentage (%)
	(Dollars in thousands)
Cash and cash equivalents	$	608,808	$	169,505	$	439,303	259.2	%
Securities available for sale	4,261,518		6,690,778		(2,429,260)		(36.3)	%
Securities held to maturity	455,900		476,647		(20,747)		(4.4)	%
Loans, net of allowance for loan losses	13,744,822		13,420,317		324,505		2.4	%
Federal Home Loan Bank Stock	37,125		41,363		(4,238)		(10.2)	%
Goodwill and other intangible assets	566,709		568,009		(1,300)		(0.2)	%
Deposits	17,424,169		18,974,359		(1,550,190)		(8.2)	%
Borrowed funds	715,372		740,828		(25,456)		(3.4)	%

Cash and cash equivalents

Total cash and cash equivalents increased by $439.3 million, or 259.2%, to $608.8 million at September 30, 2023 from $169.5 million at December 31, 2022. This increase was primarily due to proceeds from sales of AFS securities of $1.9 billion during the first quarter of 2023, proceeds from maturities and principal paydowns of AFS and HTM securities of $350.9 million and proceeds from the sale of commercial and industrial loans during the three months ended September 30, 2023 of

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$189.3 million. Partially offsetting this increase was a decrease in deposits of $1.6 billion and an increase in gross loans of $343.7 million for the nine months ended September 30, 2023. For further discussion of the change in securities, loans, and deposits, refer to the later “~~Securities”~~Securities,” ”Loans,” and ”Deposits,” s ~~section in this Item 2. For further discussion of the change in borrowed funds, refer to the later~~ ~~“Borrowed Funds”~~ ~~section~~ections in this Item 2.

Securities

Our current investment policy authorizes us to invest in various types of investment securities and liquid assets, including U.S. Treasury obligations, securities of government-sponsored enterprises, mortgage-backed securities, collateralized mortgage obligations, corporate notes, asset-backed securities and municipal securities. The Risk Management Committee of our Board of Directors is responsible for approving and overseeing our investment policy, which it reviews at least annually. This policy dictates that investment decisions be made based on the safety of the investment, liquidity requirements, potential returns and market risk considerations. We do not engage in any investment hedging activities or trading activities, nor do we purchase any high-risk investment products. We typically invest in the following types of securities:

U.S. government securities: At September 30, 2023 and December 31, 2022, our U.S. government securities consisted of U.S. Agency bonds and U.S. Treasury ~~securities. At December 31, 2021, our U.S. government securities consisted of U.S. Agency bonds, U.S. Treasury securities and Small Business Administration pooled~~ securities. We maintain these investments, to the extent appropriate, for liquidity purposes, at zero risk weighting for capital purposes, and as collateral for interest rate derivative positions. U.S. Agency bonds include securities issued by Fannie Mae, Freddie Mac, the FHLB, and the Federal Farm Credit Bureau.

Mortgage-backed securities: We invest in residential and commercial mortgage-backed securities insured or guaranteed by Freddie Mac, Ginnie Mae or Fannie Mae, including collateralized mortgage obligations. We have not purchased any privately-issued mortgage-backed securities. We invest in mortgage-backed securities to achieve a positive interest rate spread with minimal administrative expense, and to lower our credit risk as a result of the guarantees provided by Freddie Mac, Ginnie Mae or Fannie Mae.

Investments in residential mortgage-backed securities involve a risk that actual payments will be greater or less than the prepayment rate estimated at the time of purchase, which may require adjustments to the amortization of any premium or ~~acceleration~~accretion of any discount relating to such interests, thereby affecting the net yield on our securities. We periodically review current prepayment speeds to determine whether prepayment estimates require modification that could cause

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amortization or accretion adjustments. There is also reinvestment risk associated with the cash flows from such securities. In addition, the market value of such securities may be adversely affected by changes in interest rates.

State and municipal securities: We invest in fixed rate investment grade bonds issued primarily by municipalities in our local communities within Massachusetts and by the Commonwealth of Massachusetts. The market value of these securities may be affected by call options, long dated maturities, general market liquidity and credit factors.

The following table shows the fair value of our securities by investment category as of the dates indicated:

Securities Portfolio Composition


		As of September 30, 2022		As of December 31, 2021			As of September 30, 2023		As of December 31, 2022
		(In thousands)					(In thousands)
Available for sale securities, at fair value:	Available for sale securities, at fair value:					Available for sale securities, at fair value:
Government-sponsored residential mortgage-backed securities	Government-sponsored residential mortgage-backed securities	$	4,209,089	$	5,524,708	Government-sponsored residential mortgage-backed securities	$	2,700,630	$	4,111,908
Government-sponsored commercial mortgage-backed securities	Government-sponsored commercial mortgage-backed securities	1,397,227		1,408,868		Government-sponsored commercial mortgage-backed securities	1,089,120		1,348,954
U.S. Agency bonds	U.S. Agency bonds	941,597		1,175,014		U.S. Agency bonds	207,965		952,482
U.S. Treasury securities	U.S. Treasury securities	92,460		88,605		U.S. Treasury securities	93,219		93,057
State and municipal bonds and obligations	State and municipal bonds and obligations	202,664		280,329		State and municipal bonds and obligations	170,584		183,092
Small Business Administration pooled securities		—		32,103
Other debt securities	Other debt securities	1,578		1,597		Other debt securities	—		1,285
Total available for sale securities, at fair value	Total available for sale securities, at fair value	6,844,615		8,511,224		Total available for sale securities, at fair value	4,261,518		6,690,778
Held to maturity securities, at amortized cost:	Held to maturity securities, at amortized cost:					Held to maturity securities, at amortized cost:
Government-sponsored residential mortgage-backed securities	Government-sponsored residential mortgage-backed securities	281,253		—		Government-sponsored residential mortgage-backed securities	260,271		276,493
Government-sponsored commercial mortgage-backed securities	Government-sponsored commercial mortgage-backed securities	200,710		—		Government-sponsored commercial mortgage-backed securities	195,629		200,154
Total held to maturity securities, at amortized cost	Total held to maturity securities, at amortized cost	481,963		—		Total held to maturity securities, at amortized cost	455,900		476,647
Total	Total	$	7,326,578	$	8,511,224	Total	$	4,717,418	$	7,167,425

Our securities portfolio has decreased ~~$1.2~~$2.5 billion, or ~~13.9%~~34.2%, to ~~$7.3~~$4.7 billion at September 30, ~~2022~~2023 from ~~$8.5~~$7.2 billion at December 31, ~~2021.~~2022. This decrease was primarily due to the completion of a ~~decrease~~balance sheet repositioning in March

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2023 through the ~~fair value~~sale of AFS securities ~~sales~~for total proceeds of ~~AFS securities,~~$1.9 billion. Refer to the sections titled “Outlook and ~~maturities~~Trends” and ~~principal paydowns of our AFS~~“Liquidity, Capital Resources, Contractual Obligations, Commitments and ~~held to maturity (“HTM”) securities. Partially offsetting~~Contingencies” within this ~~activity were AFS and HTM security purchases during the nine months ended September 30, 2022.~~

•At September 30, 2022, the unrealized loss on AFS securities was $1.2 billion compared to an unrealized loss of $0.1 billion at December 31, 2021, representing a $1.1 billion decrease in the fair valueItem 2 for additional discussion of such ~~securities. The change from December 31, 2021 to September 30, 2022 is primarily driven by rising market rates of interest.~~

•AFS securities sales totaled $400.5 million during the nine months ended September 30, 2022. AFS and HTM security maturities and principal paydowns totaled $880.1 million and $12.0 million, respectively, during the nine months ended September 30, 2022.

•Partially offsetting the decrease in the securities portfolio from December 31, 2021 to September 30, 2022 were purchases of AFS and HTM securities of $740.8 million and $493.7 million, respectively, during the nine months ended September 30, 2022.sales.

We did not have trading investments at September 30, ~~2022~~2023 or December 31, ~~2021.~~2022.

A portion of our securities portfolio continues to be tax-exempt. Investments in federally tax-exempt securities totaled ~~$202.4~~$170.4 million at September 30, ~~2022~~2023 compared to ~~$279.8~~$182.9 million at December 31, ~~2021.~~2022.

Our AFS securities are carried at fair value and are categorized within the fair value hierarchy based on the observability of model inputs. Securities which require inputs that are both significant to the fair value measurement and

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unobservable are classified as Level 3 within the fair value hierarchy. As of both September 30, ~~2022~~2023 and December 31, ~~2021,~~2022, we had no securities categorized as Level 3 within the fair value hierarchy.

Maturities of our securities portfolio are based on the final contractual payment dates, and do not reflect the effect of scheduled principal repayments, prepayments, or early redemptions that may occur.

The following tables show contractual maturities of our AFS and HTM securities and weighted average yields at and for the ~~period~~periods ended September 30, ~~2022~~2023 and ~~contractual maturities of our AFS securities and weighted average yields at and for the period ended~~ December 31, ~~2021.~~2022. Weighted average yields in the tables below have been calculated based on the amortized cost of the security:

Securities Portfolio, ~~Amounts Maturing~~Weighted Average Yield


		Securities Maturing as of September 30, 2022 (1)											Securities Maturing as of September 30, 2023 (1)
		Within One Year		After One Year But Within Five Years		After Five Years But Within Ten Years		After Ten Years		Total			Within One Year		After One Year But Within Five Years		After Five Years But Within Ten Years		After Ten Years		Total
Available for sale securities:	Available for sale securities:											Available for sale securities:
Government-sponsored residential mortgage-backed securities	Government-sponsored residential mortgage-backed securities	—	%	2.59	%	0.97	%	1.51	%	1.44	%	Government-sponsored residential mortgage-backed securities	—	%	2.29	%	2.01	%	1.59	%	1.59	%
Government-sponsored commercial mortgage-backed securities	Government-sponsored commercial mortgage-backed securities	—		1.31		1.45		1.94		1.66		Government-sponsored commercial mortgage-backed securities	—		1.65		1.60		1.95		1.79
U.S. Agency bonds	U.S. Agency bonds	—		0.77		0.93		—		0.82		U.S. Agency bonds	—		1.33		1.70		—		1.35
U.S. Treasury securities	U.S. Treasury securities	—		1.97		—		—		1.97		U.S. Treasury securities	—		1.96		—		—		1.96
State and municipal bonds and obligations	State and municipal bonds and obligations	—		2.34		3.22		4.05		3.64		State and municipal bonds and obligations	1.23		2.38		3.30		4.08		3.66
Other debt securities		0.87		—		—		—		0.87
Total available for sale securities	Total available for sale securities	0.83		1.05		1.20		1.65		1.47		Total available for sale securities	1.23	%	1.65	%	1.75	%	1.72	%	1.72	%
Held to maturity securities:	Held to maturity securities:											Held to maturity securities:
Government-sponsored residential mortgage-backed securities	Government-sponsored residential mortgage-backed securities	—		—		—		2.87		2.87		Government-sponsored residential mortgage-backed securities	—	%	—	%	—	%	2.87	%	2.87	%
Government-sponsored commercial mortgage-backed securities	Government-sponsored commercial mortgage-backed securities	—		—		2.23		—		2.23		Government-sponsored commercial mortgage-backed securities	—		—		2.22		—		2.22
Total held to maturity securities	Total held to maturity securities	—		—		2.23		2.87		2.60		Total held to maturity securities	—	%	—	%	2.22	%	2.87	%	2.59	%
Total	Total	0.83	%	1.05	%	1.30	%	1.71	%	1.53	%	Total	1.23	%	1.65	%	1.87	%	1.79	%	1.79	%

Securities Maturing as of December 31, 2021 (1)
Within One
Year After One Year But Within Five Years After Five Years But Within Ten Years After Ten Years Total
Available for sale securities:
Government-sponsored residential mortgage-backed securities — % 2.64 % 1.01 % 1.44 % 1.38 %
Government-sponsored commercial mortgage-backed securities — 1.14 1.20 1.95 1.67
U.S. Agency bonds 1.11 0.73 1.00 — 0.88
U.S. Treasury securities 0.15 0.78 — — 0.50
State and municipal bonds and obligations (2) (1.24) 2.46 3.17 4.04 3.48
Small Business Administration pooled securities — 1.72 — 1.93 1.90
Other debt securities 1.01 0.84 — — 0.87
Total available for sale securities 0.10 % 0.95 % 1.12 % 1.60 % 1.42 %

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	Securities Maturing as of December 31, 2022 (1)
	Within One Year		After One Year But Within Five Years		After Five Years But Within Ten Years		After Ten Years		Total
Available for sale securities:
Government-sponsored residential mortgage-backed securities	—	%	2.27	%	1.00	%	1.53	%	1.45	%
Government-sponsored commercial mortgage-backed securities	—		1.29		1.51		1.94		1.68
U.S. Agency bonds	—		0.79		0.97		—		0.82
U.S. Treasury securities	—		1.97		—		—		1.97
State and municipal bonds and obligations	1.22		2.26		3.17		4.05		3.66
Other debt securities	0.84		—		—		—		0.84
Total available for sale securities	0.89	%	1.02	%	1.25	%	1.66	%	1.47	%
Held to maturity securities:
Government-sponsored residential mortgage-backed securities	—	%	—	%	—	%	2.86	%	2.86	%
Government-sponsored commercial mortgage-backed securities	—		—		2.23		—		2.23
Total held to maturity securities	—	%	—	%	2.23	%	2.86	%	2.59	%
Total	0.89	%	1.02	%	1.36	%	1.72	%	1.54	%

(1)Investment security weighted-average yields were calculated on a level-yield basis by weighting the tax equivalent yield for each security type by the book value of each ~~maturity.~~maturity category.

~~(2)The negative yield indicated in the “Within One Year” category is the result of premium amortization that is in excess of earned income.~~

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The yield on tax-exempt obligations of states and political subdivisions has been adjusted to a ~~FTE~~fully-taxable equivalent (“FTE”) basis by adjusting tax-exempt income upward by an amount equivalent to the prevailing federal income taxes that would have been paid if the income had been fully taxable.

Loans

We consider our loan portfolio to be relatively diversified by borrower and industry. Our gross loans increased ~~$622.4~~$343.7 million, or ~~5.1%~~2.5%, to ~~$12.9~~$13.9 billion at September 30, ~~2022~~2023 from ~~$12.3~~$13.6 billion at December 31, ~~2021.~~2022. The increase ~~as of September 30, 2022~~ was primarily due to increases in our commercial real estate ~~retail,~~ and ~~commercial construction~~residential real estate portfolio balances and was partially offset by a decrease in our ~~business banking portfolio, as further noted below.~~commercial and industrial portfolio.

•Our commercial real estate portfolio increased by ~~$463.1~~$241.6 million from December 31, ~~2021~~2022 to September 30, ~~2022~~2023 which was primarily attributable to an increase of ~~$436.6~~$251.9 million in commercial real estate investment loan balances. Such loans represent loans secured by commercial real estate that are non-owner-occupied. The increase in such loan balances was primarily due to management’s active focus on originating loans collateralized by industrial/warehouse and multi-family property types, which are included in the commercial real estate investment loan category, due to management’s ~~stable outlook as it relates to~~belief that the credit performance of such ~~loans.~~

•~~Our retail portfolio increased~~loans has a stable outlook. The increase in commercial real estate investment loan balances was partially offset by ~~$242.5~~a decrease in commercial real estate owner-occupied loans of $14.2 million which was ~~attributable~~due to ~~increases~~net paydowns of ~~$192.0 million and $68.3 million in residential and consumer home equity loan balances, respectively,~~such loans during the nine months ended September 30, ~~2022.~~2023.

•Our residential real estate portfolio increased by $90.0 million during the nine months ended September 30, 2023. The increase in residential real estate loan balances was ~~in part,~~primarily due to ~~reduced volume~~fewer sales of ~~loan sales,~~originated loans resulting in more loans being held for investment, and purchases of loans which ~~was precipitated by rising market rates of interest, and led to us retaining a larger number of residential real estate mortgage loan originations. In addition,~~totaled $32.0 million during the nine months ended September 30, 2022 we purchased $79.9 million in residential real estate loans from a third party. Consumer home equity loan balances increased primarily due to additional customer draws on home equity lines of credit during the period attributable to normal customer activity.2023.

•Our commercial ~~construction~~and industrial portfolio ~~increased~~decreased by ~~$91.9~~$63.4 million from December 31, 2022 to September 30, 2023 which was primarily ~~attributable~~due to ~~increases~~sales of ~~$32.0~~commercial and industrial participation loans of $191.8 million ~~and $20.2 million in our industrial/warehouse and multi-family collateral type loan balances, respectively,~~ during the nine months ended September 30, ~~2022. The increase in~~2023. This decrease was partially offset by new loan originations within the ~~balance~~commercial and industrial portfolio which were primarily funded with the proceeds from the sales of ~~loans collateralized by industrial/warehouse and multi-family property types is due to management’s active focus on originating these types of loans as mentioned above.~~

•Our business banking portfolio decreased by $238.3 million primarily as a result of a $200.8 million decrease in business banking PPP loan balances during the nine months ended September 30, 2022 as such loans were paid off or forgiven by the SBA.loans.

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The following table shows the composition of our loan portfolio, by category, as of the dates indicated:

Loan Portfolio Composition


		As of September 30, 2022		As of December 31, 2021			As of September 30, 2023		As of December 31, 2022
		(In thousands)					(In thousands)
Commercial and industrial	Commercial and industrial	$	3,023,729	$	2,960,527	Commercial and industrial	$	3,087,509	$	3,150,946
Commercial real estate	Commercial real estate	4,985,654		4,522,513		Commercial real estate	5,396,912		5,155,323
Commercial construction	Commercial construction	314,193		222,328		Commercial construction	382,615		336,276
Business banking	Business banking	1,096,436		1,334,694		Business banking	1,087,799		1,090,492
Residential real estate	Residential real estate	2,118,852		1,926,810		Residential real estate	2,550,861		2,460,849
Consumer home equity	Consumer home equity	1,168,476		1,100,153		Consumer home equity	1,193,859		1,187,547
Other consumer	Other consumer	196,614		214,485		Other consumer	219,720		194,098
Total loans	Total loans	12,903,954		12,281,510		Total loans	13,919,275		13,575,531
Allowance for loan losses	Allowance for loan losses	(131,663)		(97,787)		Allowance for loan losses	(155,146)		(142,211)
Unamortized premiums, net of unearned discounts and deferred fees	Unamortized premiums, net of unearned discounts and deferred fees	(19,349)		(26,442)		Unamortized premiums, net of unearned discounts and deferred fees	(19,307)		(13,003)
Total loans receivable, net	Total loans receivable, net	$	12,752,942	$	12,157,281	Total loans receivable, net	$	13,744,822	$	13,420,317

We believe that our commercial loan portfolio composition is relatively diversified in terms of industry sectors, property types and various lending specialties, and it is concentrated in the New England geographical area, with ~~82.1%~~83.6% of our commercial loans in Massachusetts and New Hampshire as of September 30, ~~2022.~~2023.

Asset quality. We continually monitor the asset quality of our loan portfolio utilizing portfolio scorecards and various credit quality indicators. Based on this process, loans meeting certain criteria are categorized as delinquent or non-performing and further assessed to determine if non-accrual status is appropriate.

For the commercial portfolio, which includes our commercial and industrial, commercial real estate, commercial construction and business banking loans, we monitor credit quality using a risk rating scale, which assigns a risk-grade to each borrower based on a number of quantitative and qualitative factors associated with a commercial loan transaction. Management utilizes a loan risk rating methodology based on a 15-point scale with the assistance of risk rating scorecard tools. Pass grades are 0-10 and non-pass categories, which align with regulatory guidelines, are: special mention (11), substandard (12), doubtful (13) and loss (14).

Risk rating assignment is determined using one of 15 separate scorecards developed for distinctive portfolio segments based on common attributes. Key factors 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.

Special mention, substandard and doubtful loans totaled ~~2.5%~~3.5% and ~~5.8%~~2.2% of total commercial loans outstanding at September 30, ~~2022~~2023 and December 31, ~~2021,~~2022, respectively. This ~~decrease~~increase was driven by several risk rating ~~upgrades~~downgrades of loans in the commercial ~~real estate~~and industrial and commercial ~~and industrial~~real estate portfolios.

Our philosophy toward managing our loan portfolios is predicated upon careful monitoring, which stresses early detection and response to delinquent and default situations. We seek to make arrangements to resolve any delinquent or default situation over the shortest possible time frame.

The delinquency rate of our total loan portfolio improved to ~~0.36%~~0.38% at September 30, ~~2022,~~2023, compared to ~~0.65%~~0.50% at December 31, ~~2021.~~2022.

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The following table provides details regarding our delinquency rates as of the dates indicated:

Loan Delinquency Rates

Delinquency Rate as of (1)(2)
September 30, 2022 December 31, 2021
Portfolio
Commercial and industrial 0.08 % 0.06 %
Commercial real estate — % 0.60 %
Commercial construction — % — %
Business banking 0.94 % 0.86 %
Residential real estate 0.99 % 1.38 %
Consumer home equity 0.92 % 0.90 %
Other consumer 0.80 % 1.23 %
Total 0.36 % 0.65 %

~~(1)~~In the calculation of the delinquency rate as of September 30, 2022 and December 31, 2021, the total amount of loans outstanding includes $23.1 million and $331.4 million, respectively, of PPP loans.

~~(2)~~Delinquency rates as of September 30, 2022 were computed based upon amortized cost balances while delinquency rates as of December 31, 2021 were computed based upon recorded investment balances. The effect on the above delinquency rates of the difference in methodology is not significant.


	Delinquency Rate as of
	September 30, 2023		December 31, 2022
Portfolio
Commercial and industrial	0.05	%	0.12	%
Commercial real estate	—	%	—	%
Commercial construction	—	%	—	%
Business banking	0.73	%	1.00	%
Residential real estate	1.03	%	1.46	%
Consumer home equity	1.36	%	1.33	%
Other consumer	0.41	%	0.63	%
Total	0.38	%	0.50	%

As a general rule, loans more than 90 days past due with respect to principal or interest are classified as non-accrual loans. However, based on our assessment of collateral and/or payment prospects, certain loans that are more than 90 days past due may be kept on an accruing status. Income accruals are suspended on all non-accrual loans and all previously accrued and uncollected interest is reversed against current income. A loan is expected to remain on non-accrual status until it becomes current with respect to principal and interest, the loan is liquidated, or the loan is determined to be uncollectible and is charged-off against the allowance for loan losses.

Non-performing assets (“NPAs”) are comprised of non-performing loans (“NPLs”), OREO and non-performing securities. NPLs consist of non-accrual loans and loans that are more than 90 days past due but still accruing interest. OREO consists of real estate properties, which primarily serve as collateral to secure our loans, that we control due to foreclosure. These properties are recorded at the fair value less estimated costs to sell on the date we obtain control. Any write-downs to the cost of the related asset upon transfer to OREO to reflect the asset at fair value less estimated costs to sell is recorded through the allowance for loan losses.

NPLs ~~decreased $1.0~~increased $8.9 million, or ~~2.9%~~23.0%, to ~~$34.0~~$47.5 million at September 30, ~~2022~~2023 from ~~$35.0~~$38.6 million at December 31, ~~2021.~~2022. NPLs as a percentage of total loans ~~decreased~~increased to ~~0.26%~~0.34% at September 30, ~~2022~~2023 from ~~0.29%~~0.28% at December 31, ~~2021.~~2022. Refer to the later “Allowance for Loan Losses” section in this Item 2 for a discussion of the change in non-accrual loans which comprise our NPLs as of September 30, ~~2022. As of~~2023 and December 31, 2021, NPLs included loans that were past due 90 days or more and still accruing which were comprised solely of purchased credit impaired (“PCI”) loans. PCI loans were not subject to classification as non-accrual in the same manner as originated loans as their interest income related to the accretable yield recognized and not to contractual interest payments at the loan level. In connection with our adoption of ASU 2016-13 on January 1, 2022, all PCI loans are now considered purchased credit deteriorated (“PCD”) loans. Interest income recognition for PCD loans is consistent with originated loans and, therefore, PCD loans cease accruing interest at 90 days past due unless management believes that the applicable collateral held by the Company is clearly sufficient and in full satisfaction of both principal and interest. There were no PCD or originated loans at September 30, 2022 that were past due 90 days or more and still accruing.2022.

The total amount of interest recorded on NPLs during both the nine months ended September 30, ~~2022~~2023 and ~~2021~~2022 was not significant. The gross interest income that would have been recorded under the original terms of those loans if they had

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been performing amounted to ~~$2.7~~$3.8 million and ~~$2.1~~$2.7 million for the nine months ended September 30, ~~2022~~2023 and ~~2021,~~2022, respectively.

In the course of resolving NPLs, we may choose to restructure the contractual terms of certain loans. We attempt to work-out alternative payment schedules with the borrowers in order to avoid foreclosure actions. We review each loan that is modified to identify whether a TDR has occurred. TDRs involve situations in which, for economic or legal reasons related to the borrower’s financial difficulties, we grant a concession to the borrower that we would not otherwise consider. As noted within Note ~~4, “Loans and Allowance for Credit Losses”~~2, “Summary of Significant Accounting Policies” within the Notes to the Unaudited Consolidated Financial Statements included in Part I, Item I in this Quarterly Report on Form 10-Q, loan modifications made in response to the COVID-19 pandemic that met the criteria of either Section 4013 of the CARES Act or the Interagency Statement on Loan Modifications and Reporting for Financial Institutions Working with Customers Affected by the Coronavirus (Revised) are not deemed TDRs. This election afforded by the CARES Act and Interagency guidance expiredwe adopted ASU 2022-02 on January 1, ~~2022.~~2023 which eliminated TDR accounting. Prior to the adoption of this standard, we reviewed each loan that was modified to identify whether a TDR had occurred. TDRs involved situations in which, for economic or legal reasons related to the borrower’s financial difficulties, we granted a concession to the borrower that we would not otherwise have considered. Subsequent to our adoption of this standard, we apply the loan refinancing and restructuring guidance codified in paragraphs 310-20-35-9 through 35-11 of the Accounting Standards Codification to determine whether a modification results in a new loan or a continuation of an existing loan.

InASU 2022-02 requires disclosure of loan modifications to borrowers experiencing financial difficulty. The aggregate amortized cost balance as of September 30, 2023 of loans modified during the three and nine months ended September 30, 2023, determined in accordance with ASU 2022-02, which were determined to be modifications to borrowers experiencing financial difficulty was $2.9 million and $7.0 million, respectively. As of September 30, 2023, there were no loans that had been modified to borrowers experiencing financial difficulty during the nine months ended September 30, 2023 and which had subsequently defaulted during the period.

Under previous accounting guidance, in cases where a borrower ~~experiences~~experienced financial difficulties and we ~~make~~made certain concessionary modifications to contractual terms, the loan iswas classified as a TDR. Loans modified during the three and nine months ended September 30, 2022 ~~and 2021~~ which were determined to be TDRs, ~~were~~determined in accordance with previous accounting guidance in effect through December 31, 2022, totaled $5.7 million and $9.6 million, ~~(post modification balance) and $1.0 million (post modification balance),~~ respectively. ~~The overall increase in TDR loans modified during the aforementioned periods consisted~~As of ~~an increase~~

Table of ~~$5.8 million and $2.8 million in commercial and consumer loan TDR modifications, respectively. There~~Contents

September 30, 2022, there were no loans that had been modified during the preceding 12 months, which were party to a TDR and which subsequently defaulted during the nine months ended September 30, 2022. ~~Two loans totaling $0.5 million were modified during the preceding 12 months, which subsequently defaulted during the nine months ended September 30, 2021.~~

ItOur policy is ~~our policy to have~~that any restructured loan, which is on non-accrual status prior to being modified, remain on non-accrual status for approximately six months subsequent to being modified before we consider its return to accrual status. If the restructured loan is on accrual status prior to being modified, we review it to determine if the modified loan should remain on accrual status.

~~PCD~~Purchased credit deteriorated (“PCD”) loans are loans that we acquired that have shown evidence of deterioration of credit quality since origination and, therefore, it was deemed unlikely that all contractually required payments would be collected upon the acquisition date. We consider factors such as payment history, collateral values and accrual status when determining whether there was evidence of deterioration at the acquisition date. As of September 30, 2023 and December 31, 2022, the carrying amount of PCD loans was $57.4 million. As discussed further below, we adopted ASU 2016-13, commonly referred to as CECL, on January 1, 2022. Prior to such adoption, our acquired loans that exhibited evidence of deterioration of credit quality since origination were designated as PCI loans. As of December 31, 2021, the carrying amount of PCI loans was $69.6 million.

~~COVID-19 Modifications.~~ In light of the COVID-19 pandemic, we implemented loan modification programs for our borrowers that allowed for either full payment deferrals (both interest and principal) or deferral of principal only. These modifications met the criteria of either Section 4013 of the CARES Act or the Interagency Statement on Loan Modifications and Reporting for Financial Institutions Working with Customers Affected by the Coronavirus (Revised) and therefore are not deemed TDRs. We have deemed these modified loans “COVID-19 modifications.”

The Appropriations Act, which was enacted on December 27, 2020, extended certain expiring tax provisions related to the COVID-19 pandemic in the United States and provided additional emergency relief to individuals and businesses. Included within the provisions of the Appropriations Act is the extension of Section 4013 of the CARES Act to January 1, 2022. As such, we applied CARES Act TDR relief to any qualifying loan modifications executed during the allowable time period.

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~~The following table presents the balance of loans that received a COVID-19 modification and have not yet resumed repayment as of September 30, 2022 and December 31, 2021:~~

Remaining COVID-19 Modifications as of September 30, 2022 (1)
Remaining COVID-19 Modifications as of December 31, 2021 (1)
Balance % of Total Portfolio Balance % of Total Portfolio
(Dollars in thousands)
Portfolio
Commercial and industrial $ — — % $ 4,548 0.2 %
Commercial real estate 12,825 0.3 % 93,519 2.1 %
Commercial construction — — % — — %
Business banking 518 0.1 % 649 0.1 %
Residential real estate 3,258 0.2 % 5,870 0.3 %
Consumer home equity 789 0.1 % 1,365 0.1 %
Other consumer 292 0.2 % 706 0.3 %
Total (2)
$ 17,682 0.1 % $ 106,657 0.9 %

~~(1)~~Remaining COVID-19 modifications reflect only those loans which underwent a modification and have not yet resumed repayment. We define a modified loan to have resumed payment if it is one month past the modification end date and not more than 30 days past due.

~~(2)As of September 30, 2022 and December 31, 2021, remaining COVID-19 modifications included $12.8~~$50.4 million and ~~$71.0~~$56.6 million, ~~respectively, of loans to borrowers in the hotel industry.~~

As of September 30, 2022 and December 31, 2021, the aggregate amount of loans that received a COVID-19 modification and have become a non-performing loan after the respective deferral period is $4.5 million and $4.7 million, respectively.

~~COVID-19 Pandemic-Impacted Industries.~~ As of September 30, 2022, we believe loans to our borrowers in the categories of office, retail, restaurant, and hotel industry to represent those which have experienced and will likely continue to experience the most adverse effects of the COVID-19 pandemic. As of September 30, 2022, the aggregate outstanding loan balance of loans to our borrowers in the office, retail, restaurant, and hotel industry categories was $1.1 billion, $605.6 million, $198.8 million, and $144.7 million respectively, representing 8.8%, 4.7%, 1.5%, and 1.1% of total loans, respectively. As of December 31, 2021, the aggregate outstanding loan balance of loans to our borrowers in the office, retail, restaurant, and hotel industry categories was $1.1 billion, $549.0 million, $188.9 million and $189.0 million, respectively, representing 8.8%, 4.5%, 1.5% and 1.5% of total loans, respectively.

Potential Problem Loans. In the normal course of business, we become aware of possible credit problems in which borrowers exhibit potential for the inability to comply with the contractual terms of their loans, but which currently do not yet meet the criteria for classification as NPLs. These loans are neither delinquent nor on non-accrual status. ~~At September 30, 2022 and December 31, 2021, our~~Our potential problem loans, ~~(including COVID-19-related loans),~~ or loans with potential weaknesses that were not included in the non-accrual loans or in the loans 90 ~~days~~ or more past due categories, ~~totaled $214.9~~increased by $123.1 million, ~~and $470.9 million, respectively. Of these potential problem loans, $129.5 million and $335.9~~or 65.8%, to $310.1 million at September 30, 2023 from $187.0 million at December 31, 2022. These loans as a percentage of total loans increased to 2.2% at September 30, 2023 from 1.4% at December 31, 2022. The increase in potential problem loans from December 31, 2022 to September 30, 2023 was primarily due to the downgrade of certain commercial and industrial and commercial real estate loans during the nine months ended September 30, 2023, including certain commercial real estate loans collateralized by properties in the office risk segment. Refer to the below “Commercial Real Estate Office Exposure” section of this Item 2 for additional information.

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Commercial Real Estate Office Exposure. Our total office-related commercial real estate (“CRE”) loans (which is comprised of loans within our commercial real estate and construction portfolios that are secured by office space, medical office space, and mixed-use properties where rental income is primarily from office space) totaled $832.3 million and $819.3 million as of September 30, 2023 and December 31, ~~2021, respectively,~~2022, respectively.

Given prevailing market conditions such as rising interest rates, reduced occupancy as a result of the increase in hybrid work arrangements post-COVID, and lower commercial real estate valuations, we are carefully monitoring these loans for signs of deterioration in ~~COVID-19 pandemic-impacted industries.~~credit quality. As of September 30, 2023, three of these loans, which had a total recorded investment balance of $25.8 million, were on non-accrual status and had transitioned to non-accrual status during the three months ended September 30, 2023. As of December 31, 2022, none of these loans were on non-accrual status.

The following table sets forth the unpaid principal balance of office-related CRE loans by loan segment and credit quality indicator as of the dates indicated:


	September 30, 2023		December 31, 2022
	(In thousands)
Commercial real estate
Pass	$	701,632	$	739,117
Special mention	—		14,713
Substandard	93,352		52,622
Doubtful	25,797		—
Total commercial real estate	$	820,781	$	806,452
Commercial construction
Pass	$	11,330	$	12,861
Special mention	222		—
Substandard	—		—
Doubtful	—		—
Total commercial construction	$	11,552	$	12,861
Total	$	832,333	$	819,313

The following table sets forth the unpaid principal balance of office-related CRE loans by loan segment and collateral use type as of the dates indicated:


	September 30, 2023		December 31, 2022
	(In thousands)
Commercial real estate
Office	$	435,481	$	429,574
Medical office	113,797		112,674
Mixed-use	271,503		264,204
Total commercial real estate	$	820,781	$	806,452
Commercial construction
Office	$	222	$	10,323
Medical office	11,330		—
Mixed-use	—		2,538
Total commercial construction	$	11,552	$	12,861
Total	$	832,333	$	819,313

Allowance for credit losses. Because we continued to qualify for emerging growth company (“EGC”) status under the Jumpstart Our Business (“JOBS”) Act until December 31, 2021, we were permitted to delay adoption of the CECL standard until the earlier of the date at which non-public business entities are required to adopt the standard and the date that we ceased to be an EGC. Included in the Appropriations Act was an extension of the adoption date to the earlier of January 1, 2022 or 60 days after the date on which the COVID-19 national emergency terminates. We elected this extension and, accordingly, adopted the CECL standard on January 1, 2022. As of December 31, 2021, we followed the incurred loss allowance GAAP accounting model.

For the purpose of estimating our allowance for loan losses, we segregate the loan portfolio into loan categories, for loans that share similar risk characteristics, that possess unique risk characteristics such as loan purpose, repayment source, and collateral that are considered when determining the appropriate level of the allowance for loan losses for each category. Loans that do not share similar risk characteristics with other loans are evaluated individually.

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While we use available information to recognize losses on loans, future additions or subtractions to/from the allowance for loan losses may be necessary based on changes in NPLs, changes in economic conditions, or other reasons. Additionally, various regulatory agencies, as an integral part of our examination process, periodically assess the adequacy of the allowance for loan losses to assess whether the allowance for loan losses was determined in accordance with GAAP and applicable guidance.

We perform an evaluation of our allowance for loan losses on a regular basis (at least quarterly), and establish the allowance for loan losses based upon an evaluation of our loan categories, as each possesses unique risk characteristics that are considered when determining the appropriate level of allowance for loan losses, including:

•known increases in concentrations within each category;

•certain higher risk classes of loans, or pledged collateral;

•historical loan loss experience within each category;

•results of any independent review and evaluation of the category’s credit quality;

•trends in volume, maturity and composition of each category;

•volume and trends in delinquencies and non-accruals;

•national and local economic conditions and downturns in specific local industries;

•corporate goals and objectives;

•lending policies and procedures, including underwriting standards and collection, charge-off and recovery practices; and

•current and forecasted banking industry conditions, as well as the regulatory and competitive environment.

Loans are evaluated on a regular basis by management. Expected lifetime losses are estimated on a collective basis for loans sharing similar risk characteristics and are determined 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. For commercial and industrial, commercial real estate, commercial construction and business banking portfolios, the quantitative model uses a loan rating system which is comprised of management’s determination of probability of default, or PD, loss given default, or LGD, and exposure at default, or EAD, which are derived from historical loss experience and other factors. For residential real estate, consumer home equity and other consumer portfolios, our quantitative model uses historical loss ~~experience~~experience.

The allowance for loan losses is allocated to loan categories using both a formula-based approach and an analysis of certain individual loans for impairment. We use a methodology to systematically estimate the amount of expected credit loss in the loan portfolio. Under our current methodology, the allowance for loan losses contains reserves related to loans for which the related allowance for loan losses is determined on individual loan basis and on a collective basis, and other qualitative components.

In the ordinary course of business, ~~the Company enters~~we enter into commitments to extend credit and standby letters of credit. Such financial instruments are recorded in the financial statements when they become payable. The credit risk associated with these commitments is evaluated in a manner similar to the reserving method for loans receivable previously described. The reserve for unfunded lending commitments is included in other liabilities in the ~~balance sheet.~~Consolidated Balance Sheets.

The allowance for loan losses increased by ~~$33.9~~$12.9 million, or ~~34.6%~~9.1%, to ~~$131.7~~$155.1 million, or ~~1.02%~~1.12% of total loans, at September 30, ~~2022~~2023 from ~~$97.8~~$142.2 million, or ~~0.80%~~1.05% of total loans at December 31, ~~2021.~~2022. The increase in the allowance for loan losses was primarily athe result of ~~our adoption of CECL, as previously described above, and~~additional reserves required due to increased loan balances, ~~as previously described above. The additional reserves required as a result of our adoption of CECL were primarily attributable to the~~an increase in reserve rates for commercial real estate loans we acquired in connection with our acquisition of Century which were recorded at fair value at the time of acquisition. Under ASU 2016-13, the credit mark that is a component of the day-one fair value adjustment on acquired loans cannot be consideredcollateralized by properties in the ~~allowance computation, whereas under~~office risk segment, and increased specific reserve balances, particularly as they relate to several commercial real estate loans collateralized by properties in the ~~incurred loss model,~~office risk segment which transitioned to non-accrual status during the ~~credit mark could be considered for reserve determination purposes. In connection with our adoption of this standard, we recorded an increase to~~three months ended September 30, 2023. Partially offsetting these increases in the allowance for loan losses, was our adoption of ~~$27.1 million~~ASU 2022-02, as previously described above, which ~~represented~~resulted in a change in reserving method for loans previously classified as TDRs. Upon adoption of ASU 2022-02, TDR loans for which the ~~one-time cumulative-effect adjustment.~~allowance for loan losses was determined by a discounted cash flow analysis transitioned to their respective pools of loans sharing similar risk characteristics and for which the allowance for loan losses is determined on a collective basis. As a result, the allowance for loan losses for such loans was reduced by $1.1 million.

For additional discussion of our allowance for credit losses measurement methodology, see Note 2, “Summary of Significant Accounting Policies” and Note 4, “Loans and Allowance for Loan Losses” within the Notes to the Unaudited Consolidated Financial Statements included in Part I, Item 1 in this Quarterly Report on Form 10-Q. For additional discussion of the change in allowance for loan losses, refer to the later “Provision for Loan Losses,” included in the “Results of Operations” section within this Item 2. ~~For discussion of our previous methodology for estimating the allowance for loan~~

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The following table summarizes credit ratios for the periods presented:

Credit Ratios


	Three Months Ended September 30,						Nine Months Ended September 30,
	2023			2022			2023			2022
	(Dollars in thousands)
Net loan charge-offs (recoveries):
Commercial and industrial	$	(109)		$	(115)		$	(274)		$	(1,061)
Commercial real estate	(2)			(3)			(8)			(53)
Commercial construction	—			—			—			—
Business banking	(306)			83			(394)			244
Residential real estate	(30)			(56)			(63)			(80)
Consumer home equity	(39)			(6)			(33)			(16)
Other consumer	623			445			1,548			1,221
Total net loan charge-offs	137			348			776			255
Average loans:
Commercial and industrial	3,231,077			2,882,511			3,231,185			2,903,239
Commercial real estate	5,408,394			4,939,754			5,333,126			4,796,453
Commercial construction	365,704			329,199			350,986			282,647
Business banking	983,538			986,565			977,040			1,036,857
Residential real estate	2,551,132			2,041,869			2,524,526			1,979,615
Consumer home equity	1,175,685			1,146,547			1,173,504			1,116,270
Other consumer	210,664			194,981			198,257			198,866
Average total loans (1)	$	13,926,194		$	12,521,426		$	13,788,624		$	12,313,947
Net charge-offs (recoveries) to average loans outstanding during the period:
Commercial and industrial	0.00		%	0.00		%	(0.01)		%	(0.04)		%
Commercial real estate	0.00			0.00			0.00			0.00
Commercial construction	—			—			—			—
Business banking	(0.03)			0.01			(0.04)			0.02
Residential real estate	0.00			0.00			0.00			0.00
Consumer home equity	0.00			0.00			0.00			0.00
Other consumer	0.30			0.23			0.78			0.61
Total net charge-offs to average loans outstanding during the period:	0.01		%	0.01		%	0.01		%	0.01		%
Total loans	$	13,899,968		$	12,884,605		$	13,899,968		$	12,884,605
Total non-accrual loans	$	47,465		$	33,954		$	47,465		$	33,954
Allowance for loan losses	$	155,146		$	131,663		$	155,146		$	131,663
Allowance for loan losses as a percent of total loans	1.12		%	1.02		%	1.12		%	1.02		%
Non-accrual loans as a percent of total loans	0.34		%	0.26		%	0.34		%	0.26		%
Allowance for loan losses as a percent of non-accrual loans	326.86		%	387.77		%	326.86		%	387.77		%

(1)Average loan balances exclude loans held for sale

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~~losses, refer~~Non-accrual loans increased $13.5 million, or 39.8%, to $47.5 million at September 30, 2023 from $34.0 million at September 30, 2022, primarily due to an increase in commercial real estate non-accrual loans of $25.8 million and was partially offset by a decrease in commercial and industrial non-accrual loans of $11.8 million. Non-accrual commercial real estate loans increased due to several loans, which are collateralized by properties in the office risk segment, transitioning to non-accrual status during the three months ended September 30, 2023. Two such loans were delinquent less than 30 days as of September 30, 2023. Non-accrual commercial and industrial loans decreased primarily due to payoffs and curing of delinquency of such loans, which included the payoff during the nine months ended September 30, 2023 of one commercial and industrial loan which was on non-accrual and had a balance of $7.2 million as of September 30, 2022. For additional information regarding the credit quality of our loans, see Note 5,4, “Loans and Allowance for ~~Loan~~Credit Losses”within the Notes to the Unaudited Consolidated Financial Statements included in Part I, Item 1 in this Quarterly Report on Form ~~10-Q and~~ 10-Q.~~Note 2, “Summary of Significant Accounting Policies”~~ ~~included in Part II, Item 8 of the 2021 Form 10-K.~~

~~The following table summarizes credit ratios for the periods presented:~~

~~Summary of Changes in the Allowance for Loan Losses~~

Three Months Ended September 30, Nine Months Ended September 30,
2022 2021 2022 2021
(Dollars in thousands)
Net loan charge-offs (recoveries):
Commercial and industrial $ (115) $ (40) $ (1,061) $ 488
Commercial real estate (3) 8 (53) 238
Commercial construction — — — —
Business banking 83 398 244 2,964
Residential real estate (56) (88) (80) (115)
Consumer home equity (6) (63) (16) (137)
Other consumer 445 536 1,221 827
Total net loan charge-offs 348 751 255 4,265
Average loans:
Commercial and industrial 2,882,511 1,717,722 2,903,239 1,896,900
Commercial real estate 4,939,754 3,905,280 4,796,453 3,786,625
Commercial construction 329,199 219,730 282,647 252,939
Business banking 986,565 1,152,823 1,036,857 1,267,439
Residential real estate 2,041,869 1,476,136 1,979,615 1,433,131
Consumer home equity 1,146,547 833,626 1,116,270 833,467
Other consumer 194,981 221,449 198,866 240,572
Average total loans (1) $ 12,521,426 $ 9,526,766 $ 12,313,947 $ 9,711,073
Net charge-offs (recoveries) to average loans outstanding during the period:
Commercial and industrial 0.00 % 0.00 % (0.04) % 0.03 %
Commercial real estate 0.00 0.00 0.00 0.01
Commercial construction — — — —
Business banking 0.01 0.03 0.02 0.23
Residential real estate 0.00 (0.01) 0.00 (0.01)
Consumer home equity 0.00 (0.01) 0.00 (0.02)
Other consumer 0.23 0.24 0.61 0.34
Total net charge-offs to average loans outstanding during the period: 0.01 % 0.01 % 0.01 % 0.04 %
Total loans $ 12,884,605 $ 9,481,458 $ 12,884,605 $ 9,481,458
Total non-accrual loans $ 33,954 $ 40,613 $ 33,954 $ 40,613
Allowance for loan losses $ 131,663 $ 103,398 $ 131,663 $ 103,398
Allowance for loan losses as a percent of total loans 1.02 % 1.09 % 1.02 % 1.09 %
Non-accrual loans as a percent of total loans 0.26 % 0.43 % 0.26 % 0.43 %
Allowance for loan losses as a percent of non-accrual loans 387.77 % 254.59 % 387.77 % 254.59 %

~~(1)Average loan balances exclude loans held for sale~~

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Non-accrual loans decreased $6.7 million, or 16.4%, to $34.0 million at September 30, 2022 from $40.6 million at September 30, 2021, primarily due to decreases in non-accrual loans in our commercial and industrial and business banking portfolios of $5.4 million and $3.6 million, respectively. Partially offsetting these decreases were increases in non-accrual loans in our consumer home equity and residential real estate portfolios of $1.6 million and $1.3 million, respectively. Non-accrual commercial and industrial loans and business banking loans decreased primarily due to payoffs and curing of delinquency of such loans. Non-accrual consumer home equity loans and non-accrual residential real estate loans increased primarily due to several loans moving to non-accrual status which had been acquired in connection with our acquisition of Century.

The following table sets forth the allocation of the allowance for loan losses by loan categories listed in loan portfolio composition as of the dates indicated:

Summary of Allocation of Allowance for Loan Losses


		As of September 30, 2022						As of December 31, 2021							As of September 30, 2023						As of December 31, 2022
		Allowance for Loan Losses		Percent of Allowance in Category to Total Allocated Allowance		Percent of Loans in Category to Total Loans		Allowance for Loan Losses		Percent of Allowance in Category to Total Allocated Allowance		Percent of Loans in Category to Total Loans			Allowance for Loan Losses		Percent of Allowance in Category to Total Allocated Allowance		Percent of Loans in Category to Total Loans		Allowance for Loan Losses		Percent of Allowance in Category to Total Allocated Allowance		Percent of Loans in Category to Total Loans (1)
		(Dollars in thousands)													(Dollars in thousands)
Commercial and industrial ~~(1)~~	Commercial and industrial ~~(1)~~	$	26,841	20.39	%	23.43	%	$	18,018	18.43	%	24.10	%	Commercial and industrial ~~(1)~~	$	26,518	17.09	%	22.10	%	$	26,859	18.89	%	23.21	%
Commercial real estate	Commercial real estate	51,103		38.81	%	38.64	%	52,373		53.56	%	36.82	%	Commercial real estate	70,623		45.52	%	38.80	%	54,730		38.49	%	37.97	%
Commercial construction	Commercial construction	5,981		4.54	%	2.43	%	2,585		2.64	%	1.81	%	Commercial construction	7,799		5.03	%	2.74	%	7,085		4.98	%	2.48	%
Business banking ~~(1)~~	Business banking ~~(1)~~	16,262		12.35	%	8.50	%	10,983		11.23	%	10.87	%	Business banking ~~(1)~~	15,218		9.81	%	7.85	%	16,189		11.38	%	8.03	%
Residential real estate	Residential real estate	23,007		17.47	%	16.42	%	6,556		6.70	%	15.69	%	Residential real estate	26,355		16.99	%	18.48	%	28,129		19.78	%	18.13	%
Consumer home equity	Consumer home equity	5,842		4.44	%	9.06	%	3,722		3.81	%	8.96	%	Consumer home equity	5,482		3.53	%	8.61	%	6,454		4.54	%	8.75	%
Other consumer	Other consumer	2,627		2.00	%	1.52	%	3,308		3.38	%	1.75	%	Other consumer	3,151		2.03	%	1.41	%	2,765		1.94	%	1.43	%
Other		—		—	%	—	%	242		0.25	%	—	%
Total	Total	$	131,663	100.00	%	100.00	%	$	97,787	100.00	%	100.00	%	Total	$	155,146	100.00	%	100.00	%	$	142,211	100.00	%	100.00	%

(1)~~PPP loans are included within these portfolios as of September 30,~~Percentages were revised from the percentages presented in our 2022 ~~and December 31, 2021; however, as of September 30,~~10-K. The revised figures were computed based upon loan amortized cost balances whereas the percentages presented in the 2022 ~~and December 31, 2021 no allowance for loan losses was~~10-K were computed based upon recorded ~~on these loans due to the SBA guarantee of 100% of the loans~~investment balances.

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, liquidation of the 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 loan losses and any recoveries of such previously charged-off amounts are credited to the allowance for loan losses.

Regardless of whether a loan is unsecured or collateralized, we charge 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 our allowance for loan losses, see Note 4, “Loans and Allowance for Credit Losses” within the Notes to the Unaudited Consolidated Financial Statements included in Part I, Item 1 in this Quarterly Report on Form 10-Q.

Separately, during the nine months ended September 30, 2023, we increased by $1.7 million our reserve on unfunded lending commitments, which was primarily due to an increase in the total exposure on unfunded lending commitments. This increase contributed to an increase in our non-interest expense during the nine months ended September 30, 2023.

Federal Home Loan Bank stock

The FHLBB is a cooperative that provides services to its member banking institutions. The primary reason for our membership in the FHLBB is to gain access to a reliable source of wholesale funding and as a tool to manage interest rate risk. The purchase of stock in the FHLB is a requirement for a member to gain access to funding. We purchase and/or are subject to redemption of FHLBB stock proportional to the volume of funding received and view the holdings as a necessary long-term investment for the purpose of balance sheet liquidity and not for investment return.

~~We held an investment in the FHLBB of $18.7 million and $10.9 million at September 30, 2022 and December 31, 2021, respectively.~~

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We held an investment in the FHLBB of $37.1 million and $41.4 million at September 30, 2023 and December 31, 2022, respectively. The amount of stock we are required to purchase is proportional to our FHLB borrowings and level of total assets. Accordingly, the decrease in FHLB stock is due to decreased borrowings.

Goodwill and other intangible assets

~~Goodwill~~The balance of our goodwill and core deposit intangible asset was $566.7 million and $568.0 million at September 30, 2023 and December 31, 2022, respectively, which excludes goodwill and other intangible assets ~~were $662.2 million and $649.7 million at September 30, 2022 and December 31, 2021, respectively. The increase~~included in discontinued operations. We did not record any impairment to our goodwill ~~and other intangibles assets was due to the purchase of two insurance agencies~~or core deposit intangible asset during the nine months ended September 30, ~~2022.~~2023. For ~~more information regarding our insurance agency acquisitions, refer to~~discussion of the impairment testing performed as of September 30, 2023, see Note 7,6, “Goodwill and Other Intangibles” within the Notes to the Unaudited Consolidated Financial Statements included in Part I, Item 1 in this Quarterly Report on Form 10-Q. We did not record any impairment to our goodwill or other intangible assets during the nine months ended September 30, 2022. We will continue to assess our goodwill and other intangible assets to determine if impairments are necessary.

Deposits

Deposits originating within the markets we serve continue to be our primary source of funding our earning assets. WeHistorically, we have been able to compete effectively for deposits in our primary market areas. The distribution and market share of deposits by type of deposit and by type of depositor are important considerations in our assessment of the stability of our ~~fund~~funding sources and our access to additional funds. Furthermore, we shift the mix and maturity of the deposits depending on economic conditions and loan and investment policies in an attempt, within set policies, to minimize cost and maximize net interest margin. ~~We do not rely upon, and in recent years have not obtained, deposit funding through brokered deposits.~~

The following table presents our deposits as of the dates presented:

Components of Deposits


		As of September 30, 2022		As of December 31, 2021		Change					As of September 30, 2023		As of December 31, 2022		Change
						Amount ($)		Percentage (%)							Amount ($)		Percentage (%)
		(Dollars in thousands)									(Dollars in thousands)
Demand	Demand	$	6,582,122	$	7,020,864	$	(438,742)	(6.2)	%	Demand	$	5,177,015	$	6,240,637	$	(1,063,622)	(17.0)	%
Interest checking	Interest checking	5,047,018		4,478,566		568,452		12.7	%	Interest checking	3,671,871		4,568,122		(896,251)		(19.6)	%
Savings	Savings	1,990,188		2,077,495		(87,307)		(4.2)	%	Savings	1,393,545		1,831,123		(437,578)		(23.9)	%
Money market investments	Money market investments	4,757,477		5,525,005		(767,528)		(13.9)	%	Money market investments	4,709,149		4,710,095		(946)		—	%
Certificate of deposits(1)	Certificate of deposits(1)	356,576		526,381		(169,805)		(32.3)	%	Certificate of deposits(1)	2,472,589		1,624,382		848,207		52.2	%
Total deposits	Total deposits	$	18,733,381	$	19,628,311	$	(894,930)	(4.6)	%	Total deposits	$	17,424,169	$	18,974,359	$	(1,550,190)	(8.2)	%

(1)Brokered certificates of deposit are included in total certificates of deposit and amounted to $394.1 million and $928.6 million at September 30, 2023 and December 31, 2022, respectively.

Deposits decreased by $1.6 billion, or 8.2%, to $17.4 billion at September 30, 2023 from $19.0 billion at December 31, 2022. This decrease was primarily the result of an overall decline in deposits following the failure of several banks in early 2023, as discussed in the earlier “Outlook and Trends” section in this Item 2, as well as industry-wide competition for deposits and a decrease in brokered certificates of deposit of $534.5 million. Brokered certificates of deposit decreased as such accounts matured and were not renewed in full as we emphasized other means for increasing our overall liquidity as of September 30, 2023. The decrease in brokered certificates of deposit was more than offset by a shift in deposit mix of certain core deposits from demand and interest checking deposits, which decreased by $1.1 billion and $0.9 billion, respectively, to certificates of deposit resulting in a net increase in certificates of deposit. This shift in deposit mix during the nine months ended September 30, 2023 was due primarily to increases in rates paid on certificates of deposit, which attracted depositors to such products.

The Bank’s estimate of total uninsured deposits was ~~$9.8~~$7.4 billion and ~~$11.0~~$9.0 billion at September 30, ~~2022~~2023 and December 31, ~~2021,~~2022, respectively.

~~Deposits decreased~~ In accordance with the FDIC’s Call Report instructions, these estimates include accounts of wholly-owned subsidiaries, the holding company, and internal operating deposit accounts (together referred to as “internal deposit accounts”). In addition, these estimates include municipal deposit accounts for which securities were pledged by ~~$0.9~~us to secure such deposits (“collateralized deposits”). For liquidity monitoring purposes, we exclude internal deposit accounts and collateralized deposits from our estimate of uninsured deposits. Our estimate of uninsured deposits, excluding internal deposit accounts and collateralized deposits, was $5.7 billion ~~or 4.6%, to $18.7~~and $7.3 billion at September 30, ~~2022 from $19.6 billion at~~2023 and December 31, 2021. This decrease was primarily the result of a decrease in money market investments of $0.8 billion, a decrease in demand deposits of $0.4 billion, and a decrease in certificate of deposits of $0.2 billion. These decreases were partially offset by an increase of $0.6 billion in interest checking deposits. The overall decrease is primarily due to a runoff of higher cost deposits acquired in connection with our acquisition of Century, the runoff of government stimulus funds which had been deposited by our customers, higher market rates resulting in greater industry-wide competition for deposits, and a transfer of deposits during the second quarter of 2022. On January 14, 2022, we announced we had entered into an asset purchase agreement for the transfer of our cannabis-related and money service business deposits relationships, which we acquired from Century, to Needham Bank. On April 1, 2022, we completed the transfer of such deposits, which was subject to a post-transfer settlement period of 60 days. The total amount transferred, which includes amounts transferred during the post-transfer settlement period, was $278.0 million.respectively.

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The following table presents the classification of deposits on an average basis for the periods below:

Classification of Deposits on an Average Basis


		For the Nine Months Ended September 30, 2022				For the Year Ended December 31, 2021					For the Nine Months Ended September 30, 2023				For the Year Ended December 31, 2022
		Average Amount		Average Rate		Average Amount		Average Rate			Average Amount		Average Rate		Average Amount		Average Rate
		(Dollars in thousands)									(Dollars in thousands)
Demand	Demand	$	6,698,640	—	%	$	5,547,615	—	%	Demand	$	5,469,593	—	%	$	6,647,518	—	%
Interest checking	Interest checking	4,897,321		0.19	%	2,866,091		0.07	%	Interest checking	4,177,492		0.55	%	4,890,709		0.24	%
Savings	Savings	2,046,254		0.01	%	1,483,271		0.02	%	Savings	1,570,803		0.01	%	2,015,651		0.01	%
Money market investments	Money market investments	5,151,384		0.09	%	3,870,712		0.06	%	Money market investments	4,979,820		2.00	%	5,057,445		0.27	%
Certificate of deposits	Certificate of deposits	429,401		0.21	%	280,141		0.21	%	Certificate of deposits	2,184,631		4.08	%	463,261		0.70	%
Total deposits	Total deposits	$	19,223,000	0.08	%	$	14,047,830	0.04	%	Total deposits	$	18,382,339	1.15	%	$	19,074,584	0.15	%

Other time deposits in excess of the FDIC insurance limit of $250,000, including certificates of deposits as of the dates indicated, had maturities as follows:


		As of September 30, 2022		As of December 31, 2021			As of September 30, 2023		As of December 31, 2022
Maturing in	Maturing in	(In thousands)				Maturing in	(In thousands)
Three months or less	Three months or less	$	39,179	$	113,019	Three months or less	$	223,404	$	39,322
Over three months through six months	Over three months through six months	25,785		53,899		Over three months through six months	288,898		45,053
Over six months through 12 months	Over six months through 12 months	28,106		33,295		Over six months through 12 months	186,704		149,107
Over 12 months	Over 12 months	9,246		23,827		Over 12 months	1,998		5,569
Total	Total	$	102,317	$	224,040	Total	$	701,004	$	239,051

Borrowings

Our borrowings consist of both short-term and long-term borrowings and provide us with sources of funding. Maintaining available borrowing capacity provides us with a contingent source of liquidity.

Our total borrowings ~~increased~~decreased by ~~$388.4~~$25.5 million to ~~$422.7~~$715.4 million at September 30, ~~2022~~2023 compared to ~~$34.3~~$740.8 million at December 31, ~~2021.~~2022. The ~~increase~~decrease was primarily due to ~~an increase~~a decrease in FHLB advances, which we borrowed to fund loan originations. The increase was also due, in part, to an increase in interest rate swap collateral funds, which represents collateral posted to us by our financial institution counterparties for over-the-counter interest rate swaps. At December 31, 2021, our financial institution counterparties were not required to post collateral to us dueshort-term advances. Refer to the ~~low level~~later “Liquidity, Capital Resources, Contractual Obligations, Commitments and Contingencies” section in this Item 2 for additional discussion of ~~market interest rates. Conversely, at September 30, 2022, following increases in market interest rates during the second quarter of 2022,~~ our ~~financial institutions counterparties were required to post collateral to us of $16.7 million.~~liquidity position.

The following table sets forth information concerning balances on our borrowings as of the dates and for the periods indicated:

Borrowings by Category


						Change									Change
		As of September 30, 2022		As of December 31, 2021		Amount ($)		Percentage (%)			As of September 30, 2023		As of December 31, 2022		Amount ($)		Percentage (%)
		(In thousands)									(In thousands)
FHLB advances		$	384,215	$	14,020	$	370,195	2640.5	%
FHLB short-term advances										FHLB short-term advances	$	656,336	$	691,297	$	(34,961)	(5.1)	%
Escrow deposits of borrowers	Escrow deposits of borrowers	21,853		20,258		1,595		7.9	%	Escrow deposits of borrowers	24,947		22,314		2,633		11.8	%
Interest rate swap collateral funds	Interest rate swap collateral funds	16,650		—		16,650		100.0	%	Interest rate swap collateral funds	16,900		14,430		2,470		17.1	%
FHLB long-term advances										FHLB long-term advances	17,189		12,787		4,402		34.4	%
Total	Total	$	422,718	$	34,278	$	388,440	1,133.2	%	Total	$	715,372	$	740,828	$	(25,456)	(3.4)	%

Results of Operations

The information presented within this section excludes discontinued operations. Refer to Note 19, “Discontinued Operations” within the Notes to the Unaudited Consolidated Financial Statements included in Part I, Item I in this Quarterly Report on Form 10-Q for further discussion regarding discontinued operations.

Summary of Results of Operations

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		Three Months Ended September 30,								Nine Months Ended September 30,									Three Months Ended September 30,								Nine Months Ended September 30,
						Change								Change									Change								Change
		2022		2021		Amount ($)		Percentage		2022		2021		Amount ($)		Percentage			2023		2022		Amount ($)		Percentage		2023		2022		Amount ($)		Percentage
		(Dollars in thousands)																	(Dollars in thousands)
Interest and dividend income	Interest and dividend income	$	157,827	$	103,468	$	54,359	52.5	%	$	430,183	$	310,282	$	119,901	38.6	%	Interest and dividend income	$	202,168	$	157,827	$	44,341	28.1	%	$	592,813	$	430,183	$	162,630	37.8	%
Interest expense	Interest expense	5,648		777		4,871		626.9	%	12,123		2,892		9,231		319.2	%	Interest expense	64,963		5,648		59,315		1,050.2	%	175,711		12,123		163,588		1,349.4	%
Net interest income	Net interest income	152,179		102,691		49,488		48.2	%	418,060		307,390		110,670		36.0	%	Net interest income	137,205		152,179		(14,974)		(9.8)	%	417,102		418,060		(958)		(0.2)	%
Provision for (release of) allowance for loan losses		6,480		(1,488)		7,968		(535.5)	%	7,045		(5,368)		12,413		(231.2)	%
Noninterest income		43,353		43,209		144		0.3	%	131,645		144,154		(12,509)		(8.7)	%
Provision for allowance for loan losses																		Provision for allowance for loan losses	7,328		6,480		848		13.1	%	14,854		7,045		7,809		110.8	%
Noninterest income (loss)																		Noninterest income (loss)	19,157		19,524		(367)		(1.9)	%	(264,492)		54,325		(318,817)		(586.9)	%
Noninterest expense	Noninterest expense	116,840		98,970		17,870		18.1	%	336,845		300,354		36,491		12.1	%	Noninterest expense	101,748		95,765		5,983		6.2	%	297,573		276,066		21,507		7.8	%
Income tax expense		17,435		11,312		6,123		54.1	%	48,350		36,980		11,370		30.7	%
Net income		54,777		37,106		17,671		47.6	%	157,465		119,578		37,887		31.7	%
Income tax (benefit) expense																		Income tax (benefit) expense	(16,178)		16,650		(32,828)		(197.2)	%	(65,619)		43,681		(109,300)		(250.2)	%
Net income (loss)																		Net income (loss)	63,464		52,808		10,656		20.2	%	(94,198)		145,593		(239,791)		(164.7)	%

Comparison of the three and nine months ended September 30, ~~2022~~2023 and ~~2021~~2022

Interest and Dividend Income

Interest and dividend income increased by ~~$54.4~~$44.3 million, or ~~52.5%~~28.1%, to $202.2 million during the three months ended September 30, 2023 from $157.8 million during the three months ended September 30, ~~2022 from $103.5 million during the three months ended September 30, 2021.~~2022. The increase was primarily ~~attributable to our acquisition~~a result of Century on November 12, 2021, which added approximately $6.6 billion in interest-earning assets. Overall, the average balance of our interest-earning assets increased $5.2 billion, or 32.2%, to $21.5 billion during the three months ended September 30, 2022 compared to $16.3 billion during the three months ended September 30, 2021, reflecting the addition of Century assets. Also contributing to the increase in interest and dividend income was an increase in the yield on average interest-earning assets which increased by 43107 basis points compared with the three months ended September 30, ~~2021.~~2022. Our yields on loans and securities are generally presented on an FTE basis where the embedded tax benefit on loans orand securities are calculated and added to the yield. Management believes that this presentation allows for better comparability between institutions with different tax structures. Partially offsetting the impact of increased yields was a decrease in the average balance of our interest-earning assets which decreased by $1.3 billion, or 5.9%, to $20.2 billion during the three months ended September 30, 2023 compared to $21.5 billion during the three months ended September 30, 2022, which was primarily attributable to a decrease in the average balance of securities.

•Interest income on loans increased $44.3 million, or 35.4%, to $169.3 million during the three months ended September 30, 2023 from $125.0 million during the three months ended September 30, 2022. The increase in interest income on our loans was due to an increase in our yields and an increase in the average balance. The overall yield on our loans increased 88 basis points during the three months ended September 30, 2023 in comparison to the three months ended September 30, 2022. The increase in yield was primarily due to increases in market rates of interest which resulted in increased yields on variable rate loans which repriced and new loans originated at higher rates of interest. The average balance of our loans increased $1.4 billion, or 11.2%, to $13.9 billion during the three months ended September 30, 2023 from $12.5 billion during the three months ended September 30, 2022.

•Interest income on securities and other short-term investments increased ~~$16.1~~slightly by $0.1 million, or ~~96.2%~~0.2%, to $32.9 million during the three months ended September 30, 2023 from $32.8 million during the three months ended September 30, ~~2022 from $16.7 million~~2022. The relative consistency in interest income on our securities and other short-term investments was due to the offsetting effect of an increase in our yield and a decrease in the overall average balance. The yield on our securities and short-term investments increased 62 basis points during the three months ended September 30, ~~2021. The increase~~2023 in ~~interest income on our securities was~~comparison to the three months ended September 30, 2022 primarily due to an increase in the rate paid on our cash held at the Federal Reserve Bank of Boston from an average of 2.25% during the three months ended September 30, 2022 to an average of 5.33% during the three months ended September 30, 2023. In addition, our cash deposited at the Federal Reserve Bank of Boston increased during the three months ended September 30, 2023 compared to the three months ended September 30, 2022 due primarily to the deposit of proceeds from the sale of AFS securities (discussed earlier) in March 2023. Substantially offsetting this increase was a decrease in our average securities balance, ~~and yield of such securities. The average balance of our securities increased $2.2~~which decreased $2.7 billion, or ~~33.2%~~29.8%, to $6.3 billion for the three months ended September 30, 2023 from $9.0 billion for the three months ended September 30, 2022 ~~from $6.8 billion for the three months ended September 30, 2021~~ which was primarily due to the sales of AFS securities ~~acquired~~ in ~~connection with our acquisition~~March 2023. For additional discussion of ~~Century of $3.1 billion, partially offset by maturities, principal paydowns and~~the sales, ~~in excess of purchases during the three months ended September 30, 2022. The yield on our securities increased 46 basis points during the three months ended September 30, 2022 in comparison~~refer to the ~~three months ended September 30, 2021 due to increases in market rates of interest.~~

•section titled Interest income on loans increased $38.3 million, or 44.1%, to $125.0 million during the three months ended September 30, 2022 from $86.7 million during the three months ended September 30, 2021. The increase in interest income on our loans was primarily due to an increase in the average balance of loans“Liquidity, Capital Resources, Contractual Obligations, Commitments and an increase in our yield on loans and was partially offset by a decrease in net accretion of PPP loan deferred fees and costs. The average balance of our loans increased $3.0 billion, or 31.4%, to $12.5 billion during the three months ended September 30, 2022 from $9.5 billion during the three months ended September 30, 2021 which was primarily due to loans acquired in connection with our acquisition of Century of $2.9 billion. The yield on our loans increased 41 basis points during the three months ended September 30, 2022 in comparison to the three months ended September 30, 2021 due to increases in market rates of interest. The increase in interest income attributable to the increase in average total loans and yields was partially offset by a decrease in net accretion of PPP loan deferred fees and costs of $5.4 million, or 91.5%, to $0.5 million during the three months ended September 30, 2022 from $5.9 million during three months ended September 30, 2021.Contingencies” within this Item 2.

Interest and dividend income increased by ~~$119.9~~$162.6 million, or ~~38.6%~~37.8%, to $592.8 million during the nine months ended September 30, 2023 from $430.2 million during the nine months ended September 30, ~~2022 from $310.3 million during the nine months ended September 30, 2021. This~~2022. The increase was primarily a result of our acquisition of Century on November 12, 2021, which added approximately $6.6 billion in interest-earning assets. Overall, the average balance of our interest-earning assets increased $5.9 billion, or 37.2%, to $21.6 billion during the nine

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~~months ended September 30, 2022 compared to $15.7 billion during the nine months ended September 30, 2021, reflecting the addition of Century assets. Also contributing to this increase was~~ an increase in the yield on average interest-earning assets which increased by 5114 basis points compared with the nine months ended September 30, ~~2021.~~2022. Partially offsetting the impact of increased yields was a decrease in the average balance

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of our interest-earning assets which decreased by $0.7 billion, or 3.0%, to $21.0 billion during the nine months ended September 30, 2023 compared to $21.6 billion during the nine months ended September 30, 2022, which was primarily attributable to a decrease in the average balance of securities.

•Interest income on loans increased $150.1 million, or 45.0%, to $483.7 million during the nine months ended September 30, 2023 from $333.6 million during the nine months ended September 30, 2022. The increase in interest income on our loans was due to an increase in our yields and an increase in the average balance. The overall yield on our loans increased 110 basis points during the nine months ended September 30, 2023 in comparison to the nine months ended September 30, 2022. The increase in yield was primarily due to increases in market rates of interest which resulted in increased yields on variable rate loans which repriced and new loans originated at higher rates of interest. The average balance of our loans increased $1.5 billion, or 12.0%, to $13.8 billion during the nine months ended September 30, 2023 from $12.3 billion during the nine months ended September 30, 2022.

•Interest income on securities and other short-term investments increased ~~$52.6~~$12.5 million, or ~~119.7%~~13.0%, to ~~$96.6~~$109.1 million for the nine months ended September 30, 2022 compared to $44.0 million for the nine months ended September 30, 2021. The increase in interest income on securities was due to an increase in the average balance and yield of such securities. The average balance of our securities increased $3.3 billion, or 54.0%, to $9.3 billion during the nine months ended September 30, ~~2022 compared to $6.0 billion~~2023 from $96.6 million during the nine months ended September 30, ~~2021, which~~2022. The increase in interest income on our securities and other short-term investments was ~~primarily~~ due to ~~securities acquired~~an increase in ~~connection with~~ our ~~acquisition of Century of $3.1 billion combined with security purchases in excess of sales, maturities and principal paydowns.~~yield on such investments. The yield on our securities and short-term investments increased 4065 basis points during the nine months ended September 30, ~~2022~~2023 in comparison to the nine months ended September 30, ~~2021~~2022, primarily due to ~~increases~~an increase in ~~market rates~~the rate paid on our cash held at the Federal Reserve Bank of ~~interest.~~

•~~Interest income on loans increased by $67.3 million, or 25.3%, to $333.6 million~~Boston from an average of 1.10% during the nine months ended September 30, 2022 ~~from $266.3 million~~to an average of 4.99% during the nine months ended September 30, ~~2021. The increase in interest income on~~2023. In addition, our ~~loans was primarily due to an increase in~~cash deposited at the ~~average balance~~Federal Reserve Bank of ~~loans and was partially offset by a decrease in net accretion of PPP loan deferred fees and costs. The average balance of our loans~~Boston increased ~~$2.6 billion, or 26.8%, to $12.3 billion~~ during the nine months ended September 30, ~~2022 from $9.7 billion during the nine months ended September 30, 2021 which was primarily due~~2023 compared to loans acquired in connection with our acquisition of Century of $2.9 billion. The increase in interest income attributable to the increase in average total loans was partially offset by a decrease in net accretion of PPP loan deferred fees and costs of $14.7 million, or 62.6%, to $8.8 million during the nine months ended September 30, 2022 due primarily to the deposit of proceeds from ~~$23.5 million during~~the sale of AFS securities (discussed earlier) in March 2023. Partially offsetting this increase was a decrease in our average securities balance, which decreased $2.1 billion, or 22.9%, to $7.2 billion for the nine months ended September 30, ~~2021.~~2023 from $9.3 billion for the nine months ended September 30, 2022 primarily due to the sales of AFS securities in March 2023. For additional discussion of the sales, refer to the section titled “Liquidity, Capital Resources, Contractual Obligations, Commitments and Contingencies” within this Item 2.

Interest Expense

During the three and nine months ended September 30, ~~2022,~~2023, interest expense increased ~~$4.9~~$59.3 million and ~~$9.2~~$163.6 million, respectively, ~~or 626.9%~~to $65.0 million and ~~319.2%,~~$175.7 million, respectively, tofrom $5.6 million and $12.1 ~~million, respectively, from $0.8 million and $2.9~~ million during the three and nine months ended September 30, ~~2021,~~2022, respectively. The ~~increase was~~increases were primarily attributable to an increase in both deposit and borrowings interest expense.

During the three months ended September 30, ~~2022,~~2023, interest expense on our interest-bearing deposits increased by ~~$4.0~~$54.8 million ~~or 549.6%,~~ to ~~$4.8~~$59.6 million from ~~$0.7~~$4.8 million during the three months ended September 30, ~~2021.~~2022. This increase was ~~due to an increase in average interest-bearing deposits and~~ due to an increase in the rates paid on ~~deposits. Average interest-bearing~~ deposits increased $4.3 billion, or 53.1%, for the three months ended September 30, 2022 compared to the three months ended September 30, 2021, primarily as a result of the Century acquisition which added approximately $4.4 billionand an increase in average interest-bearing deposits. Rates paid on deposits increased by 11174 basis points to 1.89% during the three months ended September 30, 2023 from 0.15% during the three months ended September 30, ~~2022 from 0.04% during the three months ended September 30, 2021, which were increased~~2022. This is primarily due to our increasing overall deposit rates paid in response to an increase in market rates of ~~interest. Interest expense related to our borrowings also contributed to the overall~~interest and heightened industry-wide competition for deposits, and an increase in brokered certificates of deposit which generally bear a higher rate of interest ~~expense and~~compared to other interest-bearing deposits. During the three months ended September 30, 2023, the average interest-bearing deposits balance increased by ~~$0.8 million, for~~$0.1 billion to $12.5 billion from $12.4 billion during the three months ended September 30, 2022 as a result of our increasing of rates paid on such deposits as well as purchases of brokered certificates of deposit. We did not purchase any brokered certificates of deposit during the three months ended September 30, 2022.

Interest expense related to our borrowings increased by $4.5 million to $5.4 million during three months ended September 30, 2023 from $0.9 million during the three months ended September 30, 2022. The increase in borrowings interest expense during the three months ended September 30, 2023 compared to the three months ended September 30, ~~2021. The increase in borrowings interest expense~~2022 is attributable to an increase in our utilization of our FHLB borrowing capacity ~~which was drawn~~and an increase in rates paid on such borrowings. We increased utilization of our FHLB borrowing capacity in order to ~~fund loan originations.~~support ongoing operations.

During the nine months ended September 30, ~~2022,~~2023, interest expense on our interest-bearing deposits increased by ~~$8.4~~$147.5 million ~~or 303.2%,~~ to ~~$11.2~~$158.7 million from ~~$2.8~~$11.2 million during the nine months ended September 30, ~~2021.~~2022. This increase was ~~due to an increase in average interest-bearing deposits and~~ due to an increase in the rates paid on deposits and an increase in the balance of average interest-bearing deposits. ~~Average interest-bearing~~Rates paid on deposits increased ~~$4.8 billion, or 61.9%, for~~by 152 basis points to 1.64% during the nine months ended September 30, ~~2022 compared to the nine months ended September 30, 2021, primarily due to the Century acquisition as previously mentioned. Rates paid on deposits increased by 7 basis points to~~2023 from 0.12% during the nine months ended September 30, ~~2022 from 0.05% during the nine months ended September 30, 2021.~~

~~Net Interest Income~~

~~Net interest income increased by $49.5 million, or 48.2%,~~2022. This is primarily due to ~~$152.2 million during the three months ended September 30, 2022 from $102.7 million for the three months ended September 30, 2021. Net interest income increased due~~our increasing overall deposit rates paid in response to an increase in ~~yields on interest-earning assets which exceeded the increase in the costs~~market rates of ~~interest-bearing liabilities. Also contributing to the increase in net~~ interest ~~income was~~and heightened industry-wide competition for deposits and an increase in ~~net interest-earning assets~~brokered certificates of ~~$0.8 billion, or 9.8%, to $8.9 billion during the three months ended September 30, 2022 from $8.1 billion during the three months ended September 30, 2021.~~

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~~Net~~deposit which generally bear a higher rate of interest ~~income~~compared to other interest-bearing deposits. During the nine months ended September 30, 2023, the average interest-bearing deposits balance increased by ~~$110.7~~$0.4 billion to $12.9 billion from $12.5 billion during the nine months ended September 30, 2022. Average interest-bearing deposits increased during the nine months ended September 30, 2023 compared to the nine months ended September 30, 2022 as a result of our increasing of rates paid on such deposits as well as purchases of brokered certificates of deposit. We did not purchase any brokered certificates of deposit during the nine months ended September 30, 2022.

Interest expense related to our borrowings increased by $16.0 million ~~or 36.0%,~~ to ~~$418.1~~$17.0 million during the nine months ended September 30, 2023 from $1.0 million during the nine months ended September 30, 2022. The increase in borrowings interest expense during the nine months ended September 30, 2023 compared to the nine months ended September 30, 2022 is attributable to an increase in our utilization of our FHLB borrowing capacity and an increase in rates paid on such borrowings. We increased utilization of our FHLB borrowing capacity in order to support ongoing operations.

Net Interest Income

Net interest income decreased by $15.0 million, or 9.8%, to $137.2 million during the three months ended September 30, 2023 from ~~$307.4~~$152.2 million for the three months ended September 30, 2022. Net interest income decreased due to the decrease in the average balance of net interest-earning assets of $1.6 billion, or 18.2%, to $7.3 billion during the three months ended September 30, 2023 from $8.9 billion during the three months ended September 30, 2022. Partially offsetting this decrease was an increase in yields on interest-earning assets.

Net interest income decreased by $1.0 million, or 0.2%, to $417.1 million during the nine months ended September 30, 2023 from $418.1 million for the nine months ended September 30, ~~2021.~~2022. Net interest income ~~increased primarily~~decreased due to ~~an increase~~the decrease in the balance of average net interest-earning assets of ~~$1.0~~$1.4 billion, or ~~12.8%~~16.0%, to $7.6 billion during the nine months ended September 30, 2023 from $9.0 billion during the nine months ended September 30, ~~2022 from $8.0 billion during the nine months ended September 30, 2021.~~2022. Partially offsetting this decrease was an increase in yields on interest-earning assets.

The following chart shows our net interest margin over the past five ~~quarters including and excluding net PPP loan fee accretion:~~quarters:

Net interest margin is determined by dividing FTE net interest income by average-earning assets. For purposes of the following discussion, income from tax-exempt loans and investment securities has been adjusted to an FTE basis, using a marginal tax ~~rate~~rates of ~~21.5%~~21.7% for both the three and nine months ended September 30, ~~2022~~2023 and ~~21.0%~~21.5% for both the three and nine months ended September 30, ~~2021.~~2022. Net interest margin ~~including PPP loan interest income, increased 34~~decreased 10 basis points to 2.77% during the three months ended September 30, 2023, from 2.87% during the three months ended September 30, ~~2022, from 2.53% during~~2022. The decrease in the three months ended September 30, 2021. Net interest margin, including PPP loan interest income, remained flat at 2.64% during the nine months ended September 30, 2022, compared to the nine months ended September 30, 2021. The increase in net interest margin for the three months ended September 30, ~~2022~~2023 from the three months ended September 30, ~~2021~~2022 was due to a decrease in the

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average balance of our net-interest earning assets and increases in both the average balance and cost of interest bearing liabilities.

Net interest margin increased 10 basis points to 2.74% during the nine months ended September 30, 2023 from 2.64% during the nine months ended September 30, 2022. The increase in net interest margin for the nine months ended September 30, 2023 from the nine months ended September 30, 2022 was primarily due to an increase in market rates of interest ~~and was partially offset by a decline~~which resulted in ~~PPP net fee accretion of $5.4 million for such periods. The consistency~~an increase in our ~~net interest margin during~~yield on interest-earning assets that exceeded the ~~nine months ended September 30, 2022 compared to the nine months ended September 30, 2021 is due to the impact~~increase in costs of recent increases in market rates having been offset by a reduction in PPP net fee accretion for the same periods. For additional discussion of the decline in the PPP loan net fee accretion and increased interest rates, refer to the earlier ~~“Outlook and Trends”~~ ~~section.~~

interest-bearing liabilities.

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The following tables set forth average balance sheet items, annualized average yields and costs, and certain other information for the periods indicated. All average balances in the table reflect daily average balances. Non-accrual loans were included in the computation of average balances but have been reflected in the table as loans carrying a zero yield. The yields set forth below include the effect of deferred fees and costs, discounts and premiums that are amortized or accreted to interest income or expense. Average asset and liability balances included in discontinued operations are included in non-interest-earnings assets and liabilities, respectively.

Average Balances, Interest Earned/Paid, & Average Yields


		As of and for the three months ended September 30,															As of and for the three months ended September 30,
		2022							2021								2023							2022
		Average Outstanding Balance			Interest		Average Yield/Cost (5)		Average Outstanding Balance			Interest		Average Yield /Cost (5)			Average Outstanding Balance			Interest		Average Yield/Cost (5)		Average Outstanding Balance			Interest		Average Yield /Cost (5)
		(Dollars in thousands)															(Dollars in thousands)
Interest-earning assets:	Interest-earning assets:															Interest-earning assets:
Loans (1)	Loans (1)															Loans (1)
Residential	Residential	$	2,043,219		$	15,811	3.07	%	$	1,477,891		$	11,479	3.08	%	Residential	$	2,553,150		$	22,988	3.57	%	$	2,043,219		$	15,811	3.07	%
Commercial	Commercial	9,138,029			96,270		4.18	%	6,995,556			67,276		3.82	%	Commercial	9,988,712			128,051		5.09	%	9,138,029			96,270		4.18	%
Consumer	Consumer	1,341,528			16,072		4.75	%	1,055,075			8,803		3.31	%	Consumer	1,386,350			22,227		6.36	%	1,341,528			16,072		4.75	%
Total loans	Total loans	12,522,776			128,153		4.06	%	9,528,522			87,558		3.65	%	Total loans	13,928,212			173,266		4.94	%	12,522,776			128,153		4.06	%
Non-taxable investment securities	Non-taxable investment securities	269,900			2,428		3.57	%	259,040			2,341		3.59	%	Non-taxable investment securities	197,721			1,818		3.65	%	269,900			2,428		3.57	%
Taxable investment securities	Taxable investment securities	8,446,205			29,280		1.38	%	4,990,702			14,314		1.14	%	Taxable investment securities	5,579,452			24,191		1.72	%	8,446,205			29,280		1.38	%
Other short-term investments	Other short-term investments	282,629			1,638		2.30	%	1,503,919			571		0.15	%	Other short-term investments	537,602			7,269		5.36	%	282,629			1,638		2.30	%
Total interest-earning assets	Total interest-earning assets	$	21,521,510		$	161,499	2.98	%	$	16,282,183		$	104,784	2.55	%	Total interest-earning assets	$	20,242,987		$	206,544	4.05	%	$	21,521,510		$	161,499	2.98	%
Non-interest-earning assets	Non-interest-earning assets	911,025							1,141,168							Non-interest-earning assets	1,033,879							911,025
Total assets	Total assets	$	22,432,535						$	17,423,351						Total assets	$	21,276,866						$	22,432,535
Interest-bearing liabilities:	Interest-bearing liabilities:															Interest-bearing liabilities:
Deposits:	Deposits:															Deposits:
Savings account	Savings account	$	2,021,125		$	51	0.01	%	$	1,441,385		$	36	0.01	%	Savings account	$	1,441,636		$	43	0.01	%	$	2,021,125		$	51	0.01	%
Interest checking account	Interest checking account	5,211,914			2,686		0.20	%	2,687,196			244		0.04	%	Interest checking account	3,903,062			6,302		0.64	%	5,211,914			2,686		0.20	%
Money market investment	Money market investment	4,824,452			1,893		0.16	%	3,762,855			360		0.04	%	Money market investment	4,836,895			27,695		2.27	%	4,824,452			1,893		0.16	%
Time account	Time account	380,560			151		0.16	%	233,145			96		0.16	%	Time account	2,341,684			25,567		4.33	%	380,560			151		0.16	%
Total interest-bearing deposits	Total interest-bearing deposits	12,438,051			4,781		0.15	%	8,124,581			736		0.04	%	Total interest-bearing deposits	12,523,277			59,607		1.89	%	12,438,051			4,781		0.15	%
Federal funds purchased		3,804			24		2.50	%	—			—		—	%
Other borrowings		153,882			843		2.17	%	26,074			41		0.62	%
Borrowings																Borrowings	414,252			5,356		5.13	%	153,882			843		2.17	%
Total interest-bearing liabilities	Total interest-bearing liabilities	$	12,595,737		$	5,648	0.18	%	$	8,150,655		$	777	0.04	%	Total interest-bearing liabilities	$	12,937,529		$	64,963	1.99	%	$	12,595,737		$	5,648	0.18	%
Demand accounts	Demand accounts	6,614,467							5,471,906							Demand accounts	5,257,704							6,614,467
Other noninterest-bearing liabilities	Other noninterest-bearing liabilities	445,640							350,111							Other noninterest-bearing liabilities	541,827							445,640
Total liabilities	Total liabilities	19,655,844							13,972,672							Total liabilities	18,737,060							19,655,844
Shareholders’ equity	Shareholders’ equity	2,776,691							3,450,679							Shareholders’ equity	2,539,806							2,776,691
Total liabilities and shareholders’ equity	Total liabilities and shareholders’ equity	$	22,432,535						$	17,423,351						Total liabilities and shareholders’ equity	$	21,276,866						$	22,432,535
Net interest income – FTE	Net interest income – FTE				$	155,851						$	104,007			Net interest income – FTE				$	141,581						$	155,851
Net interest rate spread (2)	Net interest rate spread (2)						2.80	%						2.51	%	Net interest rate spread (2)						2.06	%						2.80	%
Net interest-earning assets (3)	Net interest-earning assets (3)	$	8,925,773						$	8,131,528						Net interest-earning assets (3)	$	7,305,458						$	8,925,773
Net interest margin – FTE (4)	Net interest margin – FTE (4)						2.87	%						2.53	%	Net interest margin – FTE (4)						2.77	%						2.87	%
Average interest-earning assets to interest-bearing liabilities	Average interest-earning assets to interest-bearing liabilities	170.86		%					199.77		%					Average interest-earning assets to interest-bearing liabilities	156.47		%					170.86		%
Return on average assets (5)(6)	Return on average assets (5)(6)	0.97		%					0.84		%					Return on average assets (5)(6)	1.10		%					0.93		%
Return on average equity (5)(7)	Return on average equity (5)(7)	7.83		%					4.27		%					Return on average equity (5)(7)	9.23		%					7.55		%
Noninterest expense to average assets		2.07		%					2.25		%
Noninterest expense to average assets (8)																Noninterest expense to average assets (8)	2.49		%					2.07		%

(1)Non-accrual loans are included in loans.

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

(3)Net interest-earning assets represent total interest-earning assets less total interest-bearing liabilities.

(4)Net interest margin - FTE represents fully-taxable equivalent net interest income divided by average total interest-earning assets. Refer to the earlier “Non-GAAP Financial Measures” section within this Item 2 for additional information.

(5)Presented on an annualized basis.

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~~(5)Presented on an annualized basis.~~

(6)Represents net income, including net (loss) income from discontinued operations, divided by average total assets.

(7)Represents net income, including net (loss) income from discontinued operations, divided by average equity.

As of and for the nine months ended September 30,
2022 2021
Average
Outstanding
Balance Interest Average
Yield /Cost
(5) Average
Outstanding
Balance Interest Average
Yield/Cost
(5)
(Dollars in thousands)
Interest-earning assets:
Loans (1)
Residential $ 1,980,630 $ 44,966 3.04 % $ 1,435,006 $ 34,150 3.18 %
Commercial 9,019,196 258,082 3.83 % 7,203,903 208,228 3.86 %
Consumer 1,315,136 38,016 3.86 % 1,074,039 26,337 3.28 %
Total loans 12,314,962 341,064 3.70 % 9,712,948 268,715 3.70 %
Non-taxable investment securities 264,717 7,072 3.57 % 260,102 7,038 3.62 %
Taxable investment securities 8,484,540 88,277 1.39 % 4,154,480 36,977 1.19 %
Other short-term investments 541,285 2,726 0.67 % 1,619,873 1,434 0.12 %
Total interest-earning assets $ 21,605,504 $ 439,139 2.72 % $ 15,747,403 $ 314,164 2.67 %
Non-interest-earning assets 1,099,406 1,106,967
Total assets $ 22,704,910 $ 16,854,370
Interest-bearing liabilities:
Deposits:
Savings account $ 2,046,254 $ 153 0.01 % $ 1,376,243 $ 169 0.02 %
Interest checking account 4,897,321 6,778 0.19 % 2,541,113 730 0.04 %
Money market investment 5,151,384 3,559 0.09 % 3,576,648 1,553 0.06 %
Time account 429,401 674 0.21 % 243,621 317 0.17 %
Total interest-bearing deposits 12,524,360 11,164 0.12 % 7,737,625 2,769 0.05 %
Federal funds purchased 1,282 24 2.50 % — — — %
Other borrowings 73,745 935 1.70 % 25,582 123 0.64 %
Total interest-bearing liabilities $ 12,599,387 $ 12,123 0.13 % $ 7,763,207 $ 2,892 0.05 %
Demand accounts 6,698,640 5,318,903
Other noninterest-bearing liabilities 436,724 347,237
Total liabilities 19,734,751 13,429,347
Shareholders’ equity 2,970,159 3,425,023
Total liabilities and shareholders’ equity $ 22,704,910 $ 16,854,370
Net interest income – FTE $ 427,016 $ 311,272
Net interest rate spread (2) 2.59 % 2.62 %
Net interest-earning assets (3) $ 9,006,117 $ 7,984,196
Net interest margin – FTE (4) 2.64 % 2.64 %
Average interest-earning assets to interest-bearing liabilities 171.48 % 202.85 %
Return on average assets (5)(6) 0.93 % 0.95 %
Return on average equity (5)(7) 7.09 % 4.67 %
Noninterest expense to average assets 1.98 % 2.38 %
(8)Includes noninterest expenses included in results of discontinued operations. Refer to Note 19, “Discontinued Operations” within the Notes to the Unaudited Consolidated Financial Statements included in Part I, Item 1 in this Quarterly Report on Form 10-Q for such amounts.


	As of and for the nine months ended September 30,
	2023							2022
	Average Outstanding Balance			Interest		Average Yield /Cost (5)		Average Outstanding Balance			Interest		Average Yield/Cost (5)
	(Dollars in thousands)
Interest-earning assets:
Loans (1)
Residential	$	2,526,980		$	66,593	3.52	%	$	1,980,630		$	44,966	3.04	%
Commercial	9,892,337			365,298		4.94	%	9,019,196			258,082		3.83	%
Consumer	1,371,761			63,333		6.17	%	1,315,136			38,016		3.86	%
Total loans	13,791,078			495,224		4.80	%	12,314,962			341,064		3.70	%
Non-taxable investment securities	197,744			5,452		3.69	%	264,717			7,072		3.57	%
Taxable investment securities	6,244,397			77,451		1.66	%	8,484,540			88,277		1.39	%
Other short-term investments	721,025			27,384		5.08	%	541,285			2,726		0.67	%
Total interest-earning assets	$	20,954,244		$	605,511	3.86	%	$	21,605,504		$	439,139	2.72	%
Non-interest-earning assets	952,378							1,099,406
Total assets	$	21,906,622						$	22,704,910
Interest-bearing liabilities:
Deposits:
Savings account	$	1,570,803		$	172	0.01	%	$	2,046,254		$	153	0.01	%
Interest checking account	4,177,492			17,155		0.55	%	4,897,321			6,778		0.19	%
Money market investment	4,979,820			74,612		2.00	%	5,151,384			3,559		0.09	%
Time account	2,184,631			66,747		4.08	%	429,401			674		0.21	%
Total interest-bearing deposits	12,912,746			158,686		1.64	%	12,524,360			11,164		0.12	%
Borrowings	478,347			17,025		4.76	%	73,745			935		1.70	%
Total interest-bearing liabilities	$	13,391,093		$	175,711	1.75	%	$	12,599,387		$	12,123	0.13	%
Demand accounts	5,469,593							6,698,640
Other noninterest-bearing liabilities	512,546							436,724
Total liabilities	19,373,232							19,734,751
Shareholders’ equity	2,533,390							2,970,159
Total liabilities and shareholders’ equity	$	21,906,622						$	22,704,910
Net interest income – FTE				$	429,800						$	427,016
Net interest rate spread (2)						2.11	%						2.59	%
Net interest-earning assets (3)	$	7,563,151						$	9,006,117
Net interest margin – FTE (4)						2.74	%						2.64	%
Average interest-earning assets to interest-bearing liabilities	156.48		%					171.48		%
(Loss) return on average assets (5)(6)	(0.53)		%					0.86		%
(Loss) return on average equity (5)(7)	(4.56)		%					6.55		%
Noninterest expense to average assets (8)	2.27		%					1.98		%

(1)Non-accrual loans are included in loans.

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

(3)Net interest-earning assets represent total interest-earning assets less total interest-bearing liabilities.

(5)Presented on an annualized basis.

(6)Represents net (loss) income, including net income from discontinued operations, divided by average total assets.

(7)Represents net (loss) income, including net income from discontinued operations, divided by average equity.

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(8)Includes noninterest expenses included in results of discontinued operations. Refer to Note 19, “Discontinued Operations” within the Notes to the Unaudited Consolidated Financial Statements included in Part I, Item 1 in this Quarterly Report on Form 10-Q for such amounts.

The following chart shows the composition of our quarterly average interest-earning assets for the past five quarters:

Provision for Loan Losses

The provision for loan losses represents the charge to expense that is required to maintain an appropriate level of allowance for loan losses.

We recorded a provision for allowance for loan losses of $7.3 million for the three months ended September 30, 2023, compared to a provision of $6.5 million for the three months ended September 30, 2022 ~~compared to~~and a release of $1.5 million for the three months ended September 30, 2021. Management determined a provision to be necessary due to increased loan balances, which were partially offset by continued low historical losses during the three months ended September 30, 2022, compared with average historical losses for periods preceding the three months ended September 30, 2022. With respect to the three months ended September 30, 2021, management had determined that a release was necessary given the continued improved economic and credit conditions experienced at that time. Overall, we recorded a net provision for allowance for loan losses of $14.9 million for the nine months ended September 30, 2023 compared to a provision of $7.0 million for the nine months ended September 30, ~~2022 compared~~2022. Management determined a provision to ~~a release of $5.4 million~~be necessary for the three and nine months ended September 30, ~~2021~~2023 primarily due to increased loan balances and an increase in non-performing commercial real estate loans, which are reserved for on a specific reserve basis. The increase in our non-performing commercial real estate loans was primarily attributable to several commercial real estate loans, which are collateralized by properties in the investor office risk segment, transitioning to non-accrual during ~~which period management determined~~ the ~~Company’s allowance for loan losses in accordance with ASC 450,~~ ~~“Contingencies”~~ ~~and ASC 310,~~ ~~“Receivables”~~ ~~(i.e., prior to our adoption of ASU 2016-13).~~three months ended September 30, 2023.

~~To determine~~Management’s estimate of our allowance for loan losses as of September 30, ~~2022~~2023 and the provision for allowance for loan losses for the three and nine months ended September 30, ~~2022, we used~~2023, was supported, in part, by Oxford ~~Economics~~Economics’ September ~~2022~~2023 Baseline forecast (“the forecast”) which was used to ~~generate our modeled~~develop management’s estimate of the effect of expected ~~losses by loan portfolio in order to reflect management’s reasonable expectations of current and~~ future economic conditions ~~which remained relatively stable in comparison to~~on the ~~first and second quarters of 2022.~~allowance for loan losses. The forecast assumed ~~overall positive but slower economic growth supported by strong employment and consumer spending for~~ the ~~remainder~~U.S. economy will mildly contract in the fourth quarter of 2023 compared to the assumption used as of December 31, 2022, ~~and expects~~which had assumed the U.S. economy would enter a ~~mild~~ recession in the second quarter of 2023. ~~Recession expectations were supported~~This forecast reflects the impact of cumulative rate increases by ~~high~~the FOMC, with the most recent occurring in July 2023, tighter lending conditions, and continued inflation ~~rising interest rates, lingering supply chain difficulties, and softer labor market dynamics.~~pressure leading to reduced consumer spending. Primary macroeconomic assumptions included in management’s evaluation of the adequacy of the allowance for loan losses included ~~continued low, but rising,~~an increased unemployment ~~rates~~rate and ~~slowing~~a steady gross domestic product ~~growth.~~(“GDP”). Further, the forecast assumed that the FOMC will ~~continue to~~not raise ~~interest~~federal rates ~~into early 2023 following its most recent September 2022 increase and a decrease in~~further during the current economic cycle. Although the core consumer price index ~~which~~declined slightly in August 2023 from the prior month, inflation is expected to remain above the FOMC’s 2% target ~~until mid-2023.~~through 2024. Refer to the section titled “Outlook and Trends” within this Item 2 for additional discussion. For additional discussion of our allowance for credit losses measurement methodology, see Note 2, “Summary of Significant Accounting Policies” and Note 4, “Loans and Allowance for ~~Loan~~Credit Losses” within the Notes to the Unaudited Consolidated Financial Statements included in Part I, Item 1 in this Quarterly Report on Form 10-Q. ~~For discussion of our previous methodology for estimating the allowance for loan losses, refer to~~ ~~Note 5, “Loans and Allowance for Loan Losses”~~ ~~within the Notes to the Unaudited Consolidated Financial Statements included in Part~~

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~~I, Item 1 in this Quarterly Report on Form 10-Q and~~ ~~Note 2, “Summary~~To illustrate the sensitivity of ~~Significant Accounting Policies”~~ ~~within~~ the ~~Notes~~modeled result to the ~~Consolidated Financial Statements included~~impact of a hypothetical change in ~~Part II, Item 8~~the economic forecast, management calculated the allowance for loan losses assuming the downside economic forecast scenario and, separately, the upside economic forecast scenario. The downside scenario assumed the U.S. economy will enter a more severe recession at the end of 2023 and experience a fourth quarter decline in GDP of 2.6% on an annualized basis. Use of the ~~2021 Form 10-K.~~downside scenario would have resulted in an incremental increase in the allowance for loan losses of approximately $11.5 million as of September 30, 2023. The upside scenario assumed GDP growth of 2.1% and 0.8% in the fourth quarter of 2023 and the first quarter of 2024, respectively, along with sustained recovery. Use of the upside scenario would have resulted in an incremental decrease in the allowance for loan losses of approximately $7.2 million as of September 30, 2023.

Our periodic evaluation of the appropriate allowance for loan losses considers the risk characteristics of the loan portfolio, current economic conditions, and trends in loan delinquencies and charge-offs.

Noninterest Income

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

Noninterest Income


		Three Months Ended September 30,								Nine Months Ended September 30,									Three Months Ended September 30,								Nine Months Ended September 30,
						Change								Change									Change								Change
		2022		2021		Amount		%		2022		2021		Amount		%			2023		2022		Amount		%		2023		2022		Amount		%
		(Dollars in thousands)																	(Dollars in thousands)
Insurance commissions		$	23,788	$	21,956	$	1,832	8.3	%	$	77,183	$	73,767	$	3,416	4.6	%
Service charges on deposit accounts	Service charges on deposit accounts	6,708		5,935		773		13.0	%	23,558		17,010		6,548		38.5	%	Service charges on deposit accounts	$	7,403	$	6,708	$	695	10.4	%	$	21,117	$	23,558	$	(2,441)	(10.4)	%
Trust and investment advisory fees	Trust and investment advisory fees	5,832		6,310		(478)		(7.6)	%	17,967		18,047		(80)		(0.4)	%	Trust and investment advisory fees	6,235		5,832		403		6.9	%	18,136		17,967		169		0.9	%
Debit card processing fees	Debit card processing fees	3,249		3,030		219		7.2	%	9,417		8,949		468		5.2	%	Debit card processing fees	3,388		3,249		139		4.3	%	10,071		9,417		654		6.9	%
Interest rate swap income	Interest rate swap income	1,562		881		681		77.3	%	6,087		5,122		965		18.8	%	Interest rate swap income	1,695		1,562		133		8.5	%	2,112		6,087		(3,975)		65.3	%
(Losses) income from investments held in rabbi trusts	(Losses) income from investments held in rabbi trusts	(2,248)		(289)		(1,959)		677.9	%	(13,997)		5,773		(19,770)		(342.5)	%	(Losses) income from investments held in rabbi trusts	(1,523)		(2,248)		725		(32.3)	%	4,336		(13,997)		18,333		(131.0)	%
Gains on sales of mortgage loans held for sale, net		22		717		(695)		(96.9)	%	240		3,044		(2,804)		(92.1)	%
(Losses) gains on sales of securities available for sale, net		(198)		1		(199)		(19,900.0)	%	(2,474)		1,166		(3,640)		(312.2)	%
Losses on sales of commercial and industrial loans																		Losses on sales of commercial and industrial loans	(2,651)		—		(2,651)		100.0	%	(2,651)		—		(2,651)		100.0	%
(Losses) gains on sales of mortgage loans held for sale, net																		(Losses) gains on sales of mortgage loans held for sale, net	(164)		22		(186)		(845.5)	%	(288)		240		(528)		(220.0)	%
Losses on sales of securities available for sale, net																		Losses on sales of securities available for sale, net	—		(198)		198		(100.0)	%	(333,170)		(2,474)		(330,696)		13,366.9	%
Other	Other	4,638		4,668		(30)		(0.6)	%	13,664		11,276		2,388		21.2	%	Other	4,774		4,597		177		3.9	%	15,845		13,527		2,318		17.1	%
Total noninterest income		$	43,353	$	43,209	$	144	0.3	%	$	131,645	$	144,154	$	(12,509)	(8.7)	%
Total noninterest income (loss)																		Total noninterest income (loss)	$	19,157	$	19,524	$	(367)	(1.9)	%	$	(264,492)	$	54,325	$	(318,817)	(586.9)	%

Noninterest income ~~remained flat with a slight increase of $0.1~~decreased $0.4 million, or ~~0.3%~~1.9%, to ~~$43.4~~$19.2 million for the three months ended September 30, ~~2022~~2023 from ~~$43.2~~$19.5 million for the three months ended September 30, ~~2021.~~2022. This ~~increase~~decrease was primarily due to ~~a $1.8 million increase in insurance commissions, a $0.8 million increase in service charges~~losses on ~~deposit accounts,~~sales of commercial and industrial loans of $2.7 million. Partially offsetting the loss was a $0.7 million increase ~~in interest rate swap income. These increases were partially offset by a $2.0 million decrease~~ in income from investments held in rabbi trusts and a $0.7 million ~~decrease~~increase in ~~net gains~~service charges on ~~sales of mortgage loans held for sale.~~deposit accounts.

•~~Insurance commissions increased~~We realized a loss on sale of commercial and industrial loans of $2.7 million during the three months ended September 30, 2023. Management made the decision to sell certain loans included in the SNC Program in order to fund new loan originations and to provide additional liquidity to support ongoing operations. No commercial loans were sold during the three months ended September 30, 2022. For additional discussion, refer to Note 4, “Loans and Allowance for Credit Losses” within the Notes to the Unaudited Consolidated Financial Statements included in Part I, Item 1 in this Quarterly Report on Form 10-Q.

•Losses from investments held in rabbi trusts were $1.5 million for the three months ended September 30, 2023 compared to losses of $2.2 million for the three months ended September 30, 2022. For both periods, the losses were primarily due to an ~~increase~~unfavorable mark-to-market adjustment on equity securities held in ~~recurring commissions which~~these accounts. The unfavorable mark-to-market adjustment for the three months ended September 30, 2022 was ~~attributable to recent insurance agency acquisitions. Refer to~~greater than the ~~section titled~~ ~~“Overview”~~ ~~within this Item 2~~unfavorable mark-to-market adjustment for ~~additional discussion of such agency acquisitions.~~the three months ended September 30, 2023.

•Service charges on deposit accounts increased primarily as a result of an increase in customer overdraft charges primarily due to a larger volume of overdrafts for the three months ended September 30, 2023 compared to during the three months ended September 30, 2022.

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Noninterest income decreased $318.8 million, to a net loss of $264.5 million for the nine months ended September 30, 2023 from income of $54.3 million for the nine months ended September 30, 2022. This decrease was primarily due to a $330.7 million increase in losses on sales in the first quarter of 2023 of securities available for sale, a $4.0 million decrease in interest rate swap income, losses on sales of commercial and industrial loans of $2.7 million, and a $2.4 million decrease in service charges on deposit accounts. These items were partially offset by an $18.3 million increase in income from investments held in rabbi trusts.

•Losses on sales of securities available for sale, net, increased ~~corporate account analysis charges as a result~~by $330.7 million to $333.2 million for the nine months ended September 30, 2023 from $2.5 million for the nine months ended September 30, 2022 due to balance sheet repositioning which was completed in March 2023 and included the sale of ~~greater commercial deposit customer activity. The increased customer deposit activity is primarily attributable~~certain available for sale securities. Refer to ~~our acquisition~~the section titled “Liquidity, Capital Resources, Contractual Obligations, Commitments and Contingencies” within this Item 2 for additional discussion of ~~Century.~~such sales.

•Interest rate swap income decreased primarily as a result of a less favorable mark-to-market adjustment during the nine months ended September 30, 2023 compared to the nine months ended September 30, 2022.

•We realized a loss on sale of commercial and industrial loans of $2.7 million during the nine months ended September 30, 2023. Management made the decision to sell certain loans included in the SNC Program in order to fund new loan originations and to provide additional liquidity to support ongoing operations. No commercial loans were sold during the nine months ended September 30, 2022. For additional discussion, refer to Note 4, “Loans and Allowance for Credit Losses” within the Notes to the Unaudited Consolidated Financial Statements included in Part I, Item 1 in this Quarterly Report on Form 10-Q.

•Service charges on deposit accounts for the nine months ended September 30, 2023 decreased primarily as a result of decreased corporate account analysis charges which was due primarily to lower commercial deposit account customer activity attributable to heightened industry-wide competition for deposits. Also contributing to the decrease was a decrease in customer overdraft charges for the period, which decreased primarily as a result of our decision to reduce the amount of the overdraft fees charged to our customers beginning in the third quarter of 2022.

•Income from investments held in rabbi trusts increased primarily as a result of a favorable mark-to-market adjustment ~~during the three months ended September 30, 2022 compared to the three months ended September 30, 2021.~~

•~~Income from investments held in rabbi trusts decreased to a net loss primarily as a result of an unfavorable mark-to-market adjustment~~ on equity securities held in these accounts for the nine months ended September 30, 2023 resulting from ~~a decline~~an increase in the market value of equity securities held in the rabbi ~~trusts.~~

•~~Net gains on sales of mortgage loans held for sale decreased due~~trusts as compared to ~~a reduction in the volume of our mortgage loan sales on the secondary market which was primarily attributable to rising market rates of interest.~~

~~Noninterest income decreased by $12.5 million, or 8.7%, to $131.6 million~~an unfavorable mark-to-market adjustment for the nine months ended September 30, 2022 from $144.2 million for the nine months ended September 30, 2021. The decrease was primarily due to a $19.8 million decrease in income from investments held in rabbi trusts which resulted from a current period net loss from such investments, a $3.6 million decrease in gains on sales of securities available for sale which resulted from a current period net loss from such sales compared to a net gain in the comparative prior period, and a $2.8 million decrease in net gains on sales of

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~~mortgage loans. These decreases were partially offset by a $6.5 million increase in service charges on deposit accounts and a $3.4 million increase in insurance commissions.~~

•Income from investments held in rabbi trusts decreased to a net loss primarily as a result of an unfavorable mark-to-market adjustment on equity securities held in these accounts resulting from a decline in the market value of equity securities held in the rabbi trusts.

•Gains on sales of securities available for sale, net, decreased to a net loss due to the decision by management to sell certain available for sale securities during the nine months ended September 30, 2022, a portion of which were acquired in connection with our acquisition of Century and were in a net unrealized loss position at the time of sale.

•~~Net gains on sales of mortgage loans decreased due to a reduction in the volume of our mortgage loan sales on the secondary market which was primarily attributable to rising market rates of interest.~~

•Service charges on deposit accounts increased primarily as a result of increased corporate account analysis charges as a result of greater commercial deposit customer activity and increased overdraft fees as a result of greater customer deposit activity. The increased customer deposit activity is primarily attributable to our acquisition of Century. Partially offsetting the increase in overdraft fees attributable to greater customer activity was a reduction in overdraft fees charged to customers which went into effect during the three months ended September 30, 2022.

•~~Insurance commissions increased due to an increase in recurring commissions and profit sharing income which was attributable to recent insurance agency acquisitions. Refer to the section titled~~ ~~“Overview”~~ ~~within this Item 2 for additional discussion of such agency acquisitions.~~

Noninterest Expense

The following table sets forth information regarding noninterest expense for the periods shown:

Noninterest Expense


		Three Months Ended September 30,								Nine Months Ended September 30,									Three Months Ended September 30,								Nine Months Ended September 30,
						Change								Change									Change								Change
		2022		2021		Amount		%		2022		2021		Amount		%			2023		2022		Amount		%		2023		2022		Amount		%
								(Dollars in thousands)																	(Dollars in thousands)
Salaries and employee benefits	Salaries and employee benefits	$	78,060	$	66,238	$	11,822	17.8	%	$	220,582	$	199,554	$	21,028	10.5	%	Salaries and employee benefits	$	60,898	$	61,292	$	(394)	(0.6)	%	$	185,264	$	171,525	$	13,739	8.0	%
Office occupancy and equipment	Office occupancy and equipment	9,703		7,960		1,743		21.9	%	31,205		24,271		6,934		28.6	%	Office occupancy and equipment	8,641		8,880		(239)		(2.7)	%	26,797		28,804		(2,007)		(7.0)	%
Data processing	Data processing	13,294		12,191		1,103		9.0	%	42,959		37,892		5,067		13.4	%	Data processing	13,443		12,242		1,201		9.8	%	38,555		39,711		(1,156)		(2.9)	%
Professional services	Professional services	5,826		4,024		1,802		44.8	%	14,561		14,611		(50)		(0.3)	%	Professional services	7,125		4,218		2,907		68.9	%	13,277		11,510		1,767		15.4	%
Marketing	Marketing	2,219		1,598		621		38.9	%	6,444		6,786		(342)		(5.0)	%	Marketing	1,765		2,118		(353)		(16.7)	%	4,899		6,262		(1,363)		(21.8)	%
Loan expenses	Loan expenses	1,152		1,586		(434)		(27.4)	%	3,444		5,287		(1,843)		(34.9)	%	Loan expenses	1,082		2,211		(1,129)		(51.1)	%	3,292		5,757		(2,465)		(42.8)	%
FDIC insurance	FDIC insurance	1,578		1,056		522		49.4	%	4,710		2,989		1,721		57.6	%	FDIC insurance	2,808		1,578		1,230		77.9	%	8,388		4,710		3,678		78.1	%
Amortization of intangible assets	Amortization of intangible assets	1,033		629		404		64.2	%	2,767		1,786		981		54.9	%	Amortization of intangible assets	504		299		205		68.6	%	1,299		899		400		44.5	%
Other	Other	3,975		3,688		287		7.8	%	10,173		7,178		2,995		41.7	%	Other	5,482		2,927		2,555		87.3	%	15,802		6,888		8,914		129.4	%
Total noninterest expense	Total noninterest expense	$	116,840	$	98,970	$	17,870	18.1	%	$	336,845	$	300,354	$	36,491	12.1	%	Total noninterest expense	$	101,748	$	95,765	$	5,983	6.2	%	$	297,573	$	276,066	$	21,507	7.8	%

Noninterest expense increased by ~~$17.9~~$6.0 million, or ~~18.1%~~6.2%, to ~~$116.8~~$101.7 million during the three months ended September 30, ~~2022~~2023 from ~~$99.0~~$95.8 million during the three months ended September 30, ~~2021.~~2022. This increase was primarily due to ~~an $11.8 million increase in salaries and employee benefits,~~ a ~~$1.8~~$2.9 million increase in professional services, a ~~$1.7~~$2.6 million increase in ~~office occupancy and equipment, and~~other noninterest expenses, a ~~$1.1~~$1.2 million increase in ~~data processing.~~

•Salaries and employee benefits increased primarily due to salaries and wages for newly hired employees and former employees of Century who were retained subsequent to the acquisition. In addition, we incurred $3.6 million in share-based compensation expense related to restricted stock awards granted in the fourth quarter of 2021 and awards of restricted stock units and performance stock units granted in the first quarter of 2022 and restricted stock awards granted in the second quarter of 2022. No related expenses were incurred during the three months ended September 30, 2021 as no such awards had been granted. Lastly, our deferrals of loan

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~~origination-related costs decreased by $2.1~~FDIC insurance, and a $1.2 million ~~resulting in a corresponding~~ increase in ~~salaries and employee benefits~~data processing expense. These increases were partially offset by a $1.1 million decrease in loan expenses.

•Professional services increased primarily ~~as a result of interest rate swap professional transactional fees which were associated with our interest swaps qualifying for hedge accounting, which we had not entered into~~due to merger and acquisitions expenses incurred during the three months ended September 30, ~~2021. Also contributing~~2023, which totaled $3.6 million and were related to our proposed acquisition of Cambridge. No merger and acquisition expenses were incurred by the ~~increase in professional fees were increased fees incurred for employee search and placement.~~Bank during the three months ended September 30, 2022.

•~~Office occupancy and equipment~~Other noninterest expenses increased primarily due to ~~the addition of properties resulting from our acquisition of Century which included~~ a ~~$0.6~~$3.1 million increase in ~~depreciation~~other pension expense. This is primarily due to a decrease in expected return on plan assets in our Defined Benefit Plan. For further discussion on the Company’s Defined Benefit Plan refer to see Note 10, “Employee Benefits” within the Notes to the Unaudited Consolidated Financial Statements included in Part I, Item 1 in this Quarterly Report on Form 10-Q.

•FDIC insurance expenses increased primarily due to an increase in the assessment rate charged by the FDIC during the three months ended September 30, 2023 compared to during the three months ended September 30, 2022.

•Data processing expenses are primarily comprised of costs associated with the processing of customer transactions including loans and deposits and are partially impacted by fluctuations in related transaction volume. Such expenses, such as core data processing expenses, increased during the three months ended September 30, ~~2022 from~~2023 compared to during the three months ended September 30, ~~2021,~~2022, primarily due to an increase in customer loan activity.

•Loan expenses decreased primarily due to a decrease in the volume of property titling expenses associated with consumer home equity line of credit (“HELOC”) applications received during the three months ended September 30, 2023 compared to during the three months ended September 30, 2022. We had marketed our ~~acquisition of Century~~HELOC products during the three months ended September 30, 2022 which had led to increased volume during that period. The marketing effort ceased in the fourth quarter of 2022 which ~~resulted~~led to a subsequent decline in the ~~acquisition~~volume of ~~additional loan and deposit customers.~~HELOC applications received.

Noninterest expense increased by ~~$36.5~~$21.5 million, or ~~12.1%~~7.8%, to ~~$336.8~~$297.6 million during the nine months ended September 30, ~~2022~~2023 from ~~$300.4~~$276.1 million during the nine months ended September 30, ~~2021. The~~2022. This increase was primarily due to a ~~$21.0~~$13.7 million increase in salaries and employee benefits, a ~~$6.9~~$8.9 million increase in other noninterest expenses, and a $3.7 million increase in FDIC insurance expenses. Partially offsetting these increases were a $2.5 million decrease in loan expenses and a $2.0 million decrease in office occupancy and equipment ~~expenses, a $5.1 million increase in data processing expenses and a $3.0 million increase in other noninterest~~ expenses.

•Salaries and employee benefits increased primarily due to ~~salaries and wages for newly hired employees and former employees of Century who were retained subsequent to the acquisition. In addition, we incurred $8.1~~an $8.3 million increase in ~~share-based compensation~~benefit expense related to ~~restricted stock awards granted~~our defined contribution supplemental executive retirement plan (“DC SERP”). Participant benefits are adjusted based upon deemed investment performance. Accordingly, such investments experienced an increase in the fourth quarter of 2021 and awards of restricted stock units and performance stock units granted in the first quarter of 2022 and restricted stock awards granted in the second quarter of 2022. No comparable expenses were incurredvalue during the nine months ended September 30, ~~2021, during which period the Company did not have an equity incentive plan and no such awards were granted. Lastly, our deferrals of loan origination-related costs decreased by $7.8 million,~~2023 resulting in a corresponding increase in the related benefit expense. Also contributing to the increase was an increase of $5.4 million in salaries and wages expense, which was primarily due to costs of living salary and wage increases and the addition of new employees. Also contributing to the increase in salaries and employee benefits ~~expenses.~~

•~~Office occupancy and equipment~~was an increase in the legacy long-term cash-based incentive plan compensation expense as well as an increase in the restricted stock award expense. Expense related to the long-term cash-based incentive plan increased to a net expense during the nine months ended September 30, 2023 compared to a net credit (reduction of expense) during the nine months ended September 30, 2022, ~~as compared~~resulting from an increase in certain metrics to which the awards are tied during such periods. Restricted stock award expense increased $3.3 million due to the restricted stock units and restricted stock awards granted in December 2022 and during the first and second quarters of 2023. Partially offsetting this increase was a decrease of $3.3 million in the pension service cost, which was primarily driven by a change in the mix of employees which reduced the present value of benefits based upon salary growth levels in comparison to the nine months ended September 30, 2021 primarily due to the addition of properties resulting from our acquisition of Century which included a $2.0 million increase in depreciation expense, and lease impairment charges of $0.6 million, which were due to an early termination of a lease acquired from Century.

•Data processing expenses are primarily comprised of costs associated with the processing of customer transactions including loans and deposits and are partially impacted by fluctuations in related transaction volume. Such expenses increased during the nine months ended September 30, 2022 from the nine months ended September 30, 2021 primarily due to our acquisition of Century in the fourth quarter of 2022 which resulted in the acquisition of additional loan and deposit customers.2022.

•Other noninterest expenses increased primarily due to a ~~$2.1~~$9.4 million increase in ~~liability insurance expense, which was~~other pension expense. This is primarily due to regular insurance rate premium increases and our acquisition of Century, which increased the number of our properties and, therefore, the scope of our required insurance coverage, and a $1.7 million increase in customer bad check losses during the nine months ended September 30, 2022 compared to during nine months ended September 30, 2021, consistent with a nationwide increase in mail-based check fraud. Partially offsetting the effect of these items was a decrease ~~of $3.3 million~~ in ~~legal expenses associated with~~expected return on plan assets in our Defined Benefit Plan. For further discussion on the settlement of two putative class action litigation matters related to overdraft and non-sufficient funds fees. The accrual for such expenses was initially recorded during the second quarter of 2021 and final settlement of the legal matters occurred during the first quarter of 2022. For additional information,Company’s Defined Benefit Plan refer to Note ~~12, “Commitments and Contingencies”~~10, “Employee Benefits” within the Notes to the Unaudited Consolidated Financial Statements included in Part I, Item 1 in this Quarterly Report on Form 10-Q. Also contributing to this increase was a $1.5 million increase in the provision for credit losses on off balance sheet exposures, which was primarily due to increases in exposure on unfunded commercial and industrial loan commitments and unfunded construction loan commitments. Partially offsetting these items was a $2.1 million decrease in post-retirement bank-owned life insurance expense which was primarily

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caused by an increase in the discount rate used to determine the liability related to our split-dollar life insurance policies. This increase in the discount rate resulted in a decrease in the expense associated with such liabilities.

•FDIC insurance expenses increased $3.7 million primarily due to an increase in the assessment rates charged by the FDIC during the nine months ended September 30, 2023 compared to during the nine months ended September 30, 2022.

•Loan expenses decreased primarily due to a decrease in volume of HELOC applications received during the nine months ended September 30, 2023 compared to during the nine months ended September 30, 2022. The Bank stopped offering HELOC promotions at the end of 2022.

•Office occupancy and equipment expenses decreased primarily due to a decrease in operating lease expense, which was primarily due to a decrease in the number of occupancy leases during the nine months ended September 30, 2023 compared to during the nine months ended September 30, 2022.

Income Taxes

We recognize the tax effect of all income and expense transactions in each year’s ~~consolidated statements~~Consolidated Statements of ~~income,~~Income, regardless of the year in which the transactions are reported for income tax purposes. The following table sets forth information regarding our tax provision and applicable tax rates for the periods ~~indicated:~~indicated and excludes income tax expense related to discontinued operations:

Tax Provision and Applicable Tax Rates

Three Months Ended September 30, Nine Months Ended September 30,
2022 2021 2022 2021
(Dollars in thousands)
Combined federal and state income tax provisions $ 17,435 $ 11,312 $ 48,350 $ 36,980
Effective income tax rates 24.1 % 23.4 % 23.5 % 23.6 %
Blended statutory tax rate 28.1 % 28.1 % 28.1 % 28.1 %


	Three Months Ended September 30,						Nine Months Ended September 30,
	2023			2022			2023			2022
	(Dollars in thousands)
Combined federal and state income tax (benefit) provision	$	(16,178)		$	16,650		$	(65,619)		$	43,681
Effective income tax rate	(34.2)		%	24.0		%	41.1		%	23.1		%
Blended statutory tax rate	28.2		%	28.1		%	28.2		%	28.1		%

Income tax expense ~~increased~~decreased by ~~$6.1~~$32.8 million ~~or 54.1%,~~ to ~~$17.4~~a benefit of $16.2 million infor the three months ended September 30, ~~2022~~2023 from ~~$11.3~~an expense $16.7 million infor the three months ended September 30, ~~2021~~2022. The decrease was primarily the result of our reversal of a federal valuation allowance established in the first quarter of 2023 related to our sale of securities at a loss and ~~increased~~a revision in management’s estimate of annual pre-tax loss for purposes of determining our quarterly income tax provision. For additional information related to income taxes see Note 12, “Income Taxes” within the Notes to the Unaudited Consolidated Financial Statements included in Part I, Item 1 in this Quarterly Report on Form 10-Q.

Income tax expense decreased by ~~$11.4~~$109.3 million ~~or 30.7%,~~ to ~~$48.4~~a benefit of $65.6 million in the nine months ended September 30, ~~2022~~2023 from ~~$37.0~~a provision of $43.7 million in the nine months ended September 30, ~~2021.~~2022. The ~~increase~~decrease in income tax expense, ~~was due primarily to higher pre-tax income during~~which resulted in a tax benefit for the ~~three and~~ nine months ended September 30, ~~2022 compared~~2023, was primarily due to lower income before income tax expense, which was a net loss and net benefit during the ~~three and~~ nine months ended September 30, ~~2021.~~2023, respectively, as a consequence of losses realized on sales of available for sale securities in the first quarter of 2023. For additional information related to the Company’s income taxes see Note 12, “Income Taxes” within the Notes to the Unaudited Consolidated Financial Statements included in Part ~~II,~~I, Item 81 in ~~our 2021~~this Quarterly Report on Form ~~10-K.~~

~~Table of Contents~~

~~Financial Position and Results of Operations of our Business Segments~~

~~Comparison of the three and nine months ended September 30, 2022 and 2021~~

As of and for the three months ended September 30,
2022 2021
Banking
Business Insurance
Agency
Business Other/
Eliminations Total Banking
Business Insurance
Agency
Business Other/
Eliminations Total
(In thousands)
Net interest income $ 152,179 $ — $ — $ 152,179 $ 102,691 $ — $ — $ 102,691
Provision for (release of) allowance for loan losses 6,480 — — 6,480 (1,488) — — (1,488)
Net interest income after provision for loan losses 145,699 — — 145,699 104,179 — — 104,179
Noninterest income 19,777 23,714 (138) 43,353 20,783 22,508 (82) 43,209
Noninterest expense 96,749 21,197 (1,106) 116,840 80,474 19,538 (1,042) 98,970
Income before income tax expense 68,727 2,517 968 72,212 44,488 2,970 960 48,418
Income tax expense 16,717 718 — 17,435 10,471 841 — 11,312
Net income $ 52,010 $ 1,799 $ 968 $ 54,777 $ 34,017 $ 2,129 $ 960 $ 37,106
Total assets $ 21,894,550 $ 221,941 $ (73,558) $ 22,042,933 $ 17,324,816 $ 207,996 $ (71,589) $ 17,461,223
Total liabilities $ 19,644,824 $ 55,504 $ (73,558) $ 19,626,770 $ 14,051,100 $ 52,420 $ (71,589) $ 14,031,931
For the nine months ended September 30,
2022 2021
Banking
Business Insurance
Agency
Business Other/
Eliminations Total Banking
Business Insurance
Agency
Business Other/
Eliminations Total
(In thousands)
Net interest income $ 418,060 $ — $ — $ 418,060 $ 307,390 $ — $ — $ 307,390
Provision for (release of) allowance for loan losses 7,045 — — 7,045 (5,368) — — (5,368)
Net interest income after provision for loan losses 411,015 — — 411,015 312,758 — — 312,758
Noninterest income 55,919 76,054 (328) 131,645 69,308 74,959 (113) 144,154
Noninterest expense 279,823 60,186 (3,164) 336,845 243,549 59,844 (3,039) 300,354
Income before income tax expense 187,111 15,868 2,836 205,815 138,517 15,115 2,926 156,558
Income tax expense 43,870 4,480 — 48,350 32,728 4,252 — 36,980
Net income $ 143,241 $ 11,388 $ 2,836 $ 157,465 $ 105,789 $ 10,863 $ 2,926 $ 119,578

~~Banking Segment~~

•Average interest-earning assets grew $5.2 billion, or 32.2%, to $21.5 billion for the three months ended September 30, 2022 from $16.3 billion for the three months ended September 30, 2021. The increase is primarily due to the acquisition of Century, which closed on November 12, 2021 and added $6.6 billion in interest-earning assets. The increase in average interest-earning assets, combined with an overall increase in our yield on interest-earning assets of 43 basis points, resulted in an increase in interest income. For additional discussion, refer to the earlier ~~“Interest and Dividends”~~ ~~section.~~

•Average interest-bearing liabilities grew $4.4 billion, or 54.5%, to $12.6 billion for the three months ended September 30, 2022 from $8.2 billion for the three months ended September 30, 2021, with average total interest-bearing deposits, our largest category of average interest-bearing liabilities, growing $4.3 billion, or 53.1%, to $12.4 billion for the three months ended September 30, 2022 compared to $8.1 billion for the three months ended September 30, 2021. Average deposits increased due to our acquisition of Century, which added $4.4 billion in interest-bearing deposits. Also contributing to the increase in interest expenses was an increase of 11 basis points in rates paid on deposits. For additional discussion, refer to the earlier ~~“Interest and Dividends”~~ ~~section.~~

•Average interest-earning assets grew $5.9 billion, or 37.2%, to $21.6 billion for the nine months ended September 30, 2022 from $15.7 billion for the nine months ended September 30, 2021. The increase was

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~~primarily due to the acquisition of Century, which closed on November 12, 2021 and added $6.6 billion in interest-earning assets. For additional discussion, refer to the earlier~~ ~~“Interest and Dividends”~~ ~~section.~~

•Average interest-bearing liabilities grew $4.8 billion, or 62.3%, to $12.6 billion for the nine months ended September 30, 2022 from $7.8 billion for the nine months ended September 30, 2021, with average total interest-bearing deposits, our largest category of average interest-bearing liabilities, growing $4.8 billion, or 61.9%, to $12.5 billion for the nine months ended September 30, 2022 compared to $7.7 billion for the nine months ended September 30, 2021. Average deposits increased due to our acquisition of Century, which added $4.4 billion in interest-bearing deposits. Also contributing to the increase in interest expenses was an increase of 7 basis points in rates paid on deposits. For additional discussion, refer to the earlier ~~“Interest and Dividends”~~ ~~section.~~

•We recorded a provision for loan losses of $6.5 million for the three months ended September 30, 2022, compared to a release of $1.5 million for the three months ended September 30, 2021. We determined a provision to be appropriate due to overall increased loan balances during the three months ended September 30, 2022 in comparison to the second quarter of 2022. Comparatively, in March 2020, in response to the COVID-19 pandemic, we downgraded the risk ratings for all commercial loans we expected to be significantly impacted by the COVID-19 pandemic, including our hotel and restaurant loan portfolios. During the three months ended September 30, 2021 and following continued improved economic and credit conditions, we determined that a release of the provision was necessary. For additional discussion, refer to the earlier ~~“Provision for Loan Losses”~~ ~~section.~~

•Losses from investments held in rabbi trust accounts were $2.0 million for the three months ended September 30, 2022 which represents a decrease of $1.8 million, or 926.4%, from $0.2 million recorded for the three months ended September 30, 2021. The decrease was primarily a result of an unfavorable mark-to-market adjustment on equity securities held in these accounts during the three months ended September 30, 2022.

•Losses from investments held in rabbi trust accounts were $12.4 million for the nine months ended September 30, 2022 which represents a decrease of $17.7 million, or 330.2%, from income of $5.4 million for the nine months ended September 30, 2021. The decrease was primarily as a result of an unfavorable mark-to-market adjustment on equity securities held in these accounts during the nine months ended September 30, 2022.

•Losses on sales of securities available for sale, net, were $2.5 million during the nine months ended September 30, 2022 which represents a decrease of $3.6 million from the nine months ended September 30, 2021, a period during which we recognized a net gain of $1.2 million. The net loss on sale was due to the decision by management to sell certain AFS securities during the nine months ended September 30, 2022, the majority of which were acquired in connection with our acquisition of Century and were in a net unrealized loss position at the time of sale.

•Partially offsetting the losses from investments held in rabbi trust accounts during the three months ended September 30, 2022 was interest rate swap income which increased $0.7 million primarily as a result of a favorable mark-to-market adjustment during the three months ended September 30, 2022 compared to the three months ended September 30, 2021.

•Partially offsetting the losses from investments held in rabbi trust accounts during the three and nine months ended September 30, 2022 and losses on sales of securities available for sale during the nine months ended September 30, 2022 were service charges on deposit accounts which increased $0.8 million and $6.5 million during the three and nine months ended September 30, 2022, respectively, compared to the three and nine months ended September 30, 2021, primarily as a result of increased corporate account analysis charges as a result of greater commercial deposit customer activity and increased overdraft fees during the nine months ended September 30, 2022 as a result of greater customer deposit activity.

•Noninterest expense increased $16.3 million, or 20.2%, to $96.7 million during the three months ended September 30, 2022 from $80.5 million during the three months ended September 30, 2021. This increase was driven primarily by a $7.8 million increase in salaries and wages expense, a $1.8 million increase in office occupancy and equipment expenses and a $0.9 million increase in data processing expenses. Refer to the earlier ~~“Noninterest Expense”~~ ~~section for additional discussion of this items.~~

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•Noninterest expense increased $36.3 million, or 14.9%, to $279.8 million during the nine months ended September 30, 2022 from $243.5 million during the nine months ended September 30, 2021. This increase was driven primarily by a $17.7 million increase in salaries and wages expense, a $7.0 million increase in office occupancy and equipment expenses, and a $5.1 million increase in data processing expenses. Partially offsetting these increases was a decrease of $3.3 million in legal expenses associated with the settlement of two putative class action litigation matters related to overdraft and non-sufficient funds fees. The accrual for such expenses was initially recorded during the second quarter of 2021 and final settlement of the legal matters occurred during the first quarter of 2022. Refer to the earlier ~~“Noninterest Expense”~~ ~~section for additional discussion of this items.~~

~~Insurance Agency Segment~~

•Noninterest income related to our insurance agency business increased by $1.2 million, or 5.4%, to $23.7 million during the three months ended September 30, 2022 from $22.5 million during the three months ended September 30, 2021. Similarly, noninterest income related to our insurance agency business increased by $1.1 million, or 1.5%, to $76.1 million during the nine months ended September 30, 2022 from $75.0 million during the nine months ended September 30, 2021. These increases are primarily attributable to increased commission income. Refer to the earlier ~~“Noninterest Income”~~ ~~section for additional discussion of this items.~~

•Noninterest expense related to our insurance agency business increased by $1.7 million, or 8.5%, to $21.2 million during three months ended September 30, 2022 from $19.5 million during three months ended September 30, 2021. Noninterest expense related to our insurance agency business remained relatively consistent with a slight increase of $0.3 million, or 0.6%, to $60.2 million during the nine months ended September 30, 2022 from $59.8 million during the nine months ended September 30, 2021. The increase in noninterest expense for both the three and nine months ended September 30, 2022, compared to the three and nine months ended September 30, 2021 was primarily due to an increase in executive retirement benefit costs.10-Q.

Management of Market Risk

General. Market risk is the sensitivity of the net present value of assets and liabilities and/or income to changes in interest rates, foreign exchange rates, commodity prices and other market-driven rates or prices. Interest rate sensitivity is the most significant market risk to which we are exposed. Interest rate risk is the sensitivity of the net present value of assets and liabilities and/or income to changes in interest rates. Changes in interest rates, as well as fluctuations in the level and duration of assets and liabilities, affect net interest income, our primary source of income. Interest rate risk arises directly from our 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~~assets and ~~derivatives,~~liabilities, as well as other effects. The primary goal of interest rate risk management is to attempt to control this risk within limits approved by the Risk Management Committee of our Board of Directors.

These limits reflect our tolerance for interest rate risk over both short-term and long-term horizons. We attempt to manage interest rate risk by identifying, quantifying, and where appropriate, hedging ~~its~~our exposure. If assets and liabilities do

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not re-price simultaneously and in equal volume, the potential for interest rate exposure exists. Our objective is to maintain stability in the growth of net interest income through the maintenance of an appropriate mix of interest-earning assets and interest-bearing liabilities and, when necessary and within limits that management determines to be prudent, through the use of off-balance sheet hedging instruments including, but not limited to, interest rate swaps, floors and caps.

Our asset-liability management strategy is devised and monitored by our Asset/Liability Management Committee (“ALCO”), a subcommittee of the Enterprise Risk Management Committee (“ERMC”), in accordance with policies approved by our Board of Directors. ALCO meets regularly to review, among other things, our sensitivity to interest rate changes, loan pricing and activity, investment activity and strategy, hedging strategies, and deposit pricing and funding strategies with respect to overall balance sheet composition. Management reports regularly to the Risk Management Committee of the Board of Directors on these risks and objectives with independent oversight and reporting from our Financial and Model Risk Management group.

As noted in the earlier section titled “Outlook and Trends” and the later section titled “Liquidity, Capital Resources, Contractual Obligations, Commitments and Contingencies” in this Item 2, we completed a balance sheet repositioning during the first quarter of 2023 by selling a portion of our AFS investment securities portfolio for total proceeds of $1.9 billion. Such securities were lower-yielding U.S. Agency bonds and government-sponsored residential and commercial mortgage-backed securities which were purchased when interest rates were historically low. Prior to the sale, we placed reliance on wholesale funding, including brokered deposits, to meet our loan-growth needs which have a higher cost than deposits originating within the markets we serve and are not our preferred sources of funding. Subsequent to the sale, our reliance on such funding sources is lessened as we believe we have a stronger liquidity position.

Net Interest Income. We analyze our sensitivity to changes in interest rates through a net interest income (“NII”) model. We ~~estimate what~~model our ~~net interest income would be for~~NII over a 12-month and 24-month period assuming no changes in interest rates and a static balance sheet, where cash flows from financial assets and liabilities are replaced with new business of similar terms at current rates. We then ~~calculate what the net interest income would be~~model NII for the same period under the assumption that market rates increase orand decrease instantaneously by ~~+200, +300, +400, -100 and -200~~certain basis point increments, which vary by period depending upon market conditions, with changes in interest rates representing immediate and permanent, parallel shifts in the yield curve. A basis point equals one-hundredth of one percent, and 100 basis points equals one percent. An increase in interest rates from 3% to 4% would mean, for example, a 100 basis point increase in the “Changes in Interest Rates” column in the table below.

Many assumptions are made in the modeling process for both NII and economic value of equity (“EVE”, discussed further below), including but not limited to the repricing and maturity characteristics of existing and new business, loan and security prepayments, administered deposit rate betas, duration of deposits without stated maturity dates, and other option risks. Management believes these assumptions to be reasonable for the various interest rate environments modeled, however, differences in actual results from these assumptions could change our exposure to interest rate risk. The models assume that the composition of our interest-sensitive assets and liabilities existing at the beginning of a period remains constant over the period being measured and assume that a particular change in interest rates is reflected uniformly across the yield curve regardless of the duration or repricing of specific assets and liabilities. Additionally, the model requires that interest rates remain positive for all points along the yield curve for each rate scenario which may preclude the modeling of certain falling rate scenarios during periods of lower market interest rates. ~~The relatively low level of market interest rates prevalent at December 31, 2021 precluded the modeling of certain falling rate scenarios.~~ We do not model negative interest rate scenarios.

Because of the limitations inherent in any modeling approach used to measure market risk, including NII and EVE sensitivity analysis, and because, in the event of changes in interest rates, management would take active steps to manage interest rate risk exposure among its financial assets and liabilities, modeling results, including those discussed in “Interest Rate Sensitivity” and “EVE Interest Rate Sensitivity” below, should not be relied upon as a forecast of actual NII or EVE, nor should they be interpreted as management’s expectations of actual results in the event of such interest rate fluctuations. The tables provide an indication of our interest rate risk exposure at a particular point in time, and actual results may differ.

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The tables below set forth, as of September 30, ~~2022~~2023 and December 31, ~~2021,~~2022, the ~~calculation of the estimated~~modeled changes in our net interest income on an FTE basis that would result from the designated immediate changes in market interest rates:

Interest Rate Sensitivity


							As of September 30, 2023
Change in Interest Rates (basis points)(1)						Change in Interest Rates (basis points)(1)	Net Interest Income Year 1 Forecast		Year 1 Change from Level
							(Dollars in thousands)
400						400	$	485,972	(14.1)	%
200						200	526,269		(7.0)	%
100						100	546,184		(3.5)	%
Flat						Flat	565,939		—	%
(100)						(100)	584,027		3.2	%
(200)						(200)	592,055		4.6	%
(400)						(400)	594,348		5.0	%

		As of September 30, 2022					As of December 31, 2022
Change in Interest Rates (basis points)(1)	Change in Interest Rates (basis points)(1)	Net Interest Income Year 1 Forecast		Year 1 Change from Level		Change in Interest Rates (basis points) (1)	Net Interest Income Year 1 Forecast		Year 1 Change from Level
		(Dollars in thousands)					(Dollars in thousands)
400	400	$	667,725	(2.5)	%	400	$	528,247	(8.4)	%
300	300	671,459		(2.0)	%	300	539,739		(6.4)	%
200	200	676,242		(1.3)	%	200	552,231		(4.2)	%
Flat	Flat	685,079		—	%	Flat	576,477		—	%
(100)	(100)	669,475		(2.3)	%	(100)	585,728		1.6	%
(200)	(200)	639,707		(6.6)	%	(200)	586,771		1.8	%

		As of December 31, 2021
Change in Interest Rates (basis points) (1)		Net Interest Income Year 1 Forecast		Year 1 Change from Level
		(Dollars in thousands)
400		$	663,207	30.2	%
300		624,384		22.6	%
200		586,319		15.1	%
Flat		509,379		—	%
(100)		479,489		(5.9)	%

(1)Assumes an immediate uniform change in market interest rates at all ~~maturities, except in the down 100 basis point scenario, where rates are floored at zero at all~~ maturities.

As of September 30, ~~2022,~~2023, our ~~models,~~model, as indicated above, ~~show~~shows a decline in our net interest income in ~~both~~ rising ~~and falling~~ rate scenarios. In the rising rate scenarios, ~~interest expense is expected~~funding costs are modeled to rise ~~at a~~ faster ~~rate~~ than ~~interest~~ income on earning assets, due, in part, to the ~~extension~~mix of ~~asset duration from our interest~~funding which has shifted towards higher rate ~~swap portfolio designated~~paying deposits and wholesale funding in recent quarters. As shown in the table above, the model generated similar results as ~~cash flow hedges. In the declining rate scenarios, the reduction~~ of ~~interest income exceeds the reduction in interest expense due primarily to the relatively low level of deposit costs at September 30, 2022. The tables above indicate that at September 30, 2022 and~~ December 31, ~~2021,~~2022. That is, the model showed a decline in ~~the event of an instantaneous parallel 200 basis points increase in rates, we would have experienced a 1.3% decrease and a 15.1% increase, respectively, in~~our net interest income ~~on an FTE basis, and~~ in the ~~event~~rising rate scenarios as funding costs were modeled to rise faster than income on earning assets, due, in part, to the shift in our mix of funding. The rate scenarios that we model at each period end are dependent upon market conditions, which is why the rate scenarios that we model may differ from period-to-period. As such, we did not previously model an instantaneous 100 basis points decrease in interest rates, we would have experienced a 2.3% and a 5.9% decrease at September 30, 2022 and December 31, 2021, respectively, in net interest income, on an FTE basis. We also modeled an instantaneous 200400 basis point decrease in interest rates at September 30, 2022, the results of which showed we would have experienced a 6.6% decrease in net interest income, on an FTE basis. We did not model an instantaneous 200 basis points decrease in interest rates at December 31, ~~2021, as indicated above,~~2022 given the ~~relatively low~~lower level of interest ~~rates.~~ rates compared to September 30, 2023.

Management may use investment strategy, loan and deposit pricing, non-core funding strategies, and interest rate derivative financial instruments, within internal policy guidelines, to manage interest rate risk as part of our asset/liability strategy. ~~These~~Management believes these derivatives provide significant protection against falling interest rates. For additional information related to our interest rate derivative financial instruments see Note ~~13,~~14, “Derivative Financial Instruments” within the Notes to the Unaudited Consolidated Financial Statements included in Part I, Item 1 in this Quarterly Report on Form 10-Q.

Economic Value of Equity Analysis. We also analyze the sensitivity of our financial condition to changes in interest rates through our ~~economic value of equity (“EVE”)~~EVE model. This analysis calculates the difference between the present value of expected cash flows from assets and liabilities assuming various changes in current interest rates.

The ~~table~~tables below ~~represents~~represent an analysis of our interest rate risk ~~(excluding the effect of our pension plans)~~ as measured by the estimated changes in our EVE, resulting from an instantaneous and sustained parallel shift in the yield curve (+100, +200, +400 basis points and -100, -200, and -400 basis points) at September 30, 2023 and (+200, +300, +400 basis points and -100, -200 basis points) at ~~September 30, 2022 and (+200, +300, +400 basis points and -100~~

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~~basis points)~~ December 31, ~~2021.~~2022. The model requires that interest rates remain positive for all points along the yield curve for each rate scenario which may preclude the modeling of certain falling rate scenarios during periods of lower market interest rates. ~~The relatively low level~~

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Table of ~~interest rates prevalent at December 31, 2021 precluded the modeling of certain falling rate scenarios, including negative interest rates.~~Contents

Our 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.~~lines and by affecting the amount of unrealized gains and losses from securities held in rabbi trusts which are partially offset by a corresponding but opposite impact to the amount of employee benefit expense associated with the change in value of plan assets.

EVE Interest Rate Sensitivity


Change in Interest Rates (basis points)(1)	Change in Interest Rates (basis points)(1)				As of September 30, 2022							Change in Interest Rates (basis points)(1)						As of September 30, 2023
		Estimated EVE (2)			Estimated Increase (Decrease) in EVE from Level					EVE as a Percentage of Total Assets (3)					Estimated EVE (2)			Estimated Increase (Decrease) in EVE from Level							EVE as a Percentage of Total Assets (3)
				Amount			Percent						Amount					Percent
				(Dollars in thousands)												(Dollars in thousands)
400	400	$	3,909,354		$	(621,310)		(13.7)	%			20.23	%	400		$	3,214,556		$	(718,082)			(18.3)	%			17.68	%
300		4,033,461			(497,204)			(11.0)	%	20.34	%
200	200	4,185,619			(345,046)			(7.6)	%	20.53	%	200			3,546,866			(385,772)			(9.8)	%			18.52	%
100												100			3,731,893			(200,745)			(5.1)	%			18.95	%
Flat	Flat	4,530,664			—			—		20.92	%	Flat			3,932,638			—			—				19.39	%
(100)	(100)	4,620,091			89,426			2.0	%	20.74	%	(100)			4,175,346			242,708			6.2	%			19.94	%
(200)	(200)	4,694,030			163,365			3.6	%	20.46	%	(200)			4,333,505			400,867			10.2	%			20.08	%
(400)												(400)			4,539,079			606,441			15.4	%			19.84	%


Change in Interest Rates (basis points) (1)	Change in Interest Rates (basis points) (1)				As of December 31, 2021							Change in Interest Rates (basis points) (1)						As of December 31, 2022
		Estimated EVE (2)			Estimated Increase (Decrease) in EVE from Level					EVE as a Percentage of Total Assets (3)					Estimated EVE (2)			Estimated Increase (Decrease) in EVE from Level							EVE as a Percentage of Total Assets (3)
				Amount			Percent						Amount					Percent
				(Dollars in thousands)												(Dollars in thousands)
400	400	$	4,573,359		$	27,408		0.6	%			21.30	%	400		$	3,691,963		$	(691,696)			(15.8)	%			18.48	%
300	300	4,565,019			19,068			0.4	%	20.80	%	300			3,834,512			(549,147)			(12.5)	%			18.72	%
200	200	4,589,035			43,084			0.9	%	20.39	%	200			4,007,265			(376,394)			(8.6)	%			19.04	%
Flat	Flat	4,545,951			—			—		17.06	%	Flat			4,383,659			—			—				19.66	%
(100)	(100)	4,270,433			(275,518)			(6.1)	%	17.75	%	(100)			4,527,743			144,084			3.3	%			19.74	%
(200)												(200)			4,620,994			237,335			5.4	%			19.61	%

(1)Assumes an immediate uniform change in market interest rates ~~at all maturities, except in the down 100 basis points scenario, where rates are floored at zero~~ at all maturities.

(2)EVE is the discounted present value of expected cash flows from assets, liabilities and off-balance sheet contracts.

(3)~~Present value of~~Total assets ~~represents~~is the ~~discounted~~net present value of ~~incoming~~expected cash ~~flows on interest-earning assets.~~flows.

Certain shortcomings are inherent in the interest rate risk measurement methodologies underlying the data presented in the tables in this section. Modeling changes require making certain assumptions that may or may not reflect the manner in which actual yields and costs respond to changes in market interest rates. For example, the models assume that the composition of our interest-sensitive assets and liabilities existing at the beginning of a period remains constant over the period being measured and assume that a particular change in interest rates is reflected uniformly across the yield curve regardless of the duration or repricing of specific assets and liabilities. Accordingly, although the tables provide an indication of our interest rate risk exposure at a particular point in time, such measurements are not intended to and do not provide a precise forecast of the effect of changes in market interest rates, and actual results may differ.

Liquidity, Capital Resources, Contractual Obligations, Commitments and Contingencies

Liquidity. Liquidity describes our ability to meet the financial obligations that arise in the normal course of business. Liquidity is primarily needed to meet deposit withdrawals and anticipated loan fundings, as well as current and planned expenditures. We seek to maintain sources of liquidity that are ~~deep~~reliable and diversified and that may be used during the normal course of business as well as on a contingency basis.

The net proceeds from our IPO significantly increased our liquidity and capital resources at both Eastern Bankshares, Inc. and Eastern Bank. Over time, the initial level of liquidity has been and will continue to be reduced as net proceeds from the IPO are used for general corporate purposes. Our financial condition and results of operations were enhanced by the net proceeds from the stock offering and resulted in increased net interest-earning assets and net interest and dividend income. On November 12, 2021, we completed our merger with Century for $641.9 million in cash. Although the transaction reduced the net proceeds from the IPO, we continue to expect that, due to the increase in equity resulting from the net proceeds

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~~raised in our IPO, our return on equity has been and will continue to be adversely affected until we can effectively deploy the remaining proceeds of the IPO.~~

Our primary sources of funds are deposits, principal and interest payments on loans and securities, and proceeds from calls, maturities and sales of securities, subject to market conditions. While maturities and scheduled amortization of loans and securities are predictable sources of funds, deposit flows and loan and securities prepayments are greatly influenced by general interest rates, economic conditions, and competition. Our most liquid assets are unencumbered cash and ~~cash equivalents~~due from banks and securities classified as available for ~~sale.~~sale, which could be liquidated, subject to market conditions. In the future, our liquidity position will continue to be affected by the level of customer deposits and payments, as well as any acquisitions, dividends, and ~~stock~~share repurchases in which we may engage. WeFor the next twelve months, we believe that our existing resources, including our capacity to use brokered deposits and wholesale borrowings, will be sufficient to meet the liquidity and capital requirements of our operations. We may elect to raise additional capital through the sale of additional equity or debt financing to fund business activities such as strategic acquisitions, share repurchases, or other purposes beyond the next twelve months.

At September 30, 2023, we had $608.8 million of cash and cash equivalents, an increase of $439.3 million from $169.5 million at December 31, 2022. The increase in cash levels was due primarily to a decrease of $2.4 billion in AFS securities from $6.7 billion at December 31, 2022 to $4.3 billion at September 30, 2023. In March 2023, we completed a balance sheet repositioning by selling lower yielding AFS securities. The sale allowed us to redeploy the proceeds in the current higher interest rate environment through increased cash levels and loan fundings, and the reduction of wholesale borrowings.

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The increased cash levels following our balance sheet repositioning provided strong balance sheet liquidity to support the needs of our depositors as part of our liquidity contingency planning during the uncertain environment created by the bank failures in the months of March and May 2023. Advances from the FHLBB were also used to support ongoing operations ~~for the foreseeable future.~~and totaled $673.5 million and $704.1 million at September 30, 2023 and December 31, 2022, respectively.

We participate in the IntraFi Network, which allows us to provide access to ~~multi-million dollar~~ FDIC deposit insurance protection on customer deposits for consumers, businesses and public ~~entities.~~entities that exceed same-bank FDIC insurance thresholds. We can elect to sell or repurchase this funding as reciprocal deposits from other IntraFi Network banks depending on our funding needs. At both September 30, ~~2022~~2023 and December 31, ~~2021,~~2022 we had ~~a total of $12.2 million and $520.5 million of~~no IntraFi Network one-way sell ~~deposits, respectively.~~deposits. At September 30, 2023 and December 31, 2022, we had repurchased ~~$656.9~~$1.2 billion and $665.0 million, respectively, of previously sold reciprocal deposits. At December 31, 2021, no amounts were repurchased of previously sold reciprocal deposits. The additional capacity of $12.2 million and $520.5 million at September 30, 2022 and December 31, 2021, respectively, should be considered a source of liquidity.

Although customer deposits remain our preferred source of funds, maintaining additional ~~back up~~ sources of liquidity is part of our prudent liquidity risk management practices. We have the ability to borrow from the FHLBB. At September 30, ~~2022,~~2023, we had ~~$384.2~~$673.5 million in outstanding advances and the ability to borrow up to an additional ~~$1.8~~$2.0 billion. We also have the ability to borrow from the Federal Reserve Bank of Boston. At September 30, ~~2022,~~2023, we had a ~~$543.2 million~~$2.5 billion collateralized line of credit from the ~~FRBB with no outstanding balance. We had a total~~Federal Reserve Bank of ~~$790.0 million of discretionary lines of credit at~~Boston through the Bank Term Funding Program. The Bank Term Funding Program was created by the Federal Reserve in March 2023. At September 30, ~~2022.~~2023, we had the ability to borrow up to $879.4 million from the Federal Reserve Bank of Boston Discount Window. In addition, we were able to acquire brokered deposits at our discretion to raise additional funds. At September 30, 2023, we had $394.1 million in brokered certificates of deposit. At September 30, 2023, cash and cash equivalents were $608.8 million and secured borrowing capacity at the Federal Reserve Bank and Federal Home Loan Bank totaled $5.3 billion, providing total liquidity sources of $5.9 billion. These liquidity sources provided 105% coverage of all customer uninsured and uncollateralized deposits, which totaled $5.7 billion, or 32% of total deposits, as of September 30, 2023. For further discussion of uninsured deposits, refer to the “Deposits” discussion within the “Financial Position” within this Item 2.

Anticipating the completion of the sale of Eastern Insurance Group’s business during the quarter ending December 31, 2023, our funding mix during the three months ended September 30, 2023 relied more heavily on short-term FHLB borrowings. As disclosed elsewhere in this Quarterly Report on Form 10-Q, we completed the sale of Eastern Insurance Group’s business on October 31, 2023 for a gross purchase price of $515.0 million, subject to customary post-closing working capital adjustments. We plan to use the proceeds from the sale to pay down our short-term FHLB borrowings. For further discussion refer to “Outlook and Trends” within this Item 2.

Sources of Liquidity

As of September 30, 2022 As of December 31, 2021
Outstanding Additional
Capacity Outstanding Additional
Capacity
(In thousands)
IntraFi Network deposits $ 656,850 $ 12,160 $ — $ 520,461
Federal Home Loan Bank (1) 384,215 1,848,035 14,020 1,839,540
Federal Reserve Bank of Boston (2) — 543,176 — 456,148
Unsecured lines of credit — 790,000 — 790,000
Total deposits $ 1,041,065 $ 3,193,371 $ 14,020 $ 3,606,149


	As of September 30, 2023				As of December 31, 2022
	Outstanding		Additional Capacity		Outstanding		Additional Capacity
			(In thousands)
IntraFi deposits	$	1,196,524	$	—	$	664,971	$	—
Brokered deposits (1)	394,120		—		928,648		—
Federal Home Loan Bank (2)	673,525		1,966,522		704,084		1,976,166
Federal Reserve Bank of Boston- Bank Term Funding Program (3)	—		2,493,305		—		—
Federal Reserve Bank of Boston- Discount Window (4)	—		879,448		—		538,894
Total	$	2,264,169	$	5,339,275	$	2,297,703	$	2,515,060

(1)The additional borrowing capacity has not been assessed for this category.

(2)As of September 30, ~~2022~~2023 and December 31, ~~2021,~~2022, loans have been pledged to the FHLBB with a carrying value of ~~$3.3~~$4.2 billion and ~~$2.6~~$3.9 billion, ~~to secure~~respectively, resulting in this additional unused borrowing capacity.

~~(2)~~(3)Securities with a carrying value of $2.5 billion at September 30, 2023 have been pledged to the Federal Reserve Bank of Boston under the Bank Term Funding Program, resulting in this additional unused borrowing capacity.

(4)Loans with a carrying value of $1.1 billion at both September 30, 2023 and ~~$784.0~~December 31, 2022, and securities with a carrying value of $370.3 million at September 30, ~~2022 and December 31, 2021, respectively, have been~~2023 were pledged to the ~~FRBB~~Discount Window, resulting in this additional ~~unused~~ borrowing capacity. No securities were pledged to the Discount Window at December 31, 2022.

We believe that advanced preparation, early detection, and prompt responses can avoid, minimize, or shorten potential liquidity crises. Our Board of Directors and our ~~management's~~management’s Asset Liability Committee have put a liquidity contingency plan in place to establish methods for assessing and monitoring risk levels, as well as potential responses during unanticipated stress events. As part of our risk management framework, we perform periodic liquidity stress testing to assess ~~its~~our need for liquid assets as well as backup sources of liquidity.

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Capital Resources. We are subject to various regulatory capital requirements administered by the Massachusetts Commissioner of Banks, the FDIC and the Federal Reserve (with respect to our consolidated capital requirements). At September 30, ~~2022~~2023 and December 31, ~~2021,~~2022, we exceeded all applicable regulatory capital requirements, and were considered “well capitalized” under regulatory guidelines. To be categorized as well-capitalized, the Company must maintain (1) a minimum of total risk-based capital ratio of ~~10%~~10.0%; (2) ~~a minimum of Tier 1 risk-based capital ratio of 8%; (3)~~ a minimum of common equity Tier 1 capital ratio of 6.5%; (3) a minimum of Tier 1 capital ratio of 8.0%; and (4) a minimum of Tier 1 leverage ratio of 5%5.0%. Management believes that the Company met all capital adequacy requirements to which it is subject as of September 30, ~~2022~~2023 and December 31, ~~2021.~~2022. There have been no conditions or events that management believes would cause a change in the Company’s categorization. ~~The Company has also received~~

In March 2015, the FDIC issued a ~~notice~~Financial Institution Letter (FIL-12-2015) indicating that non-advanced approaches institutions may make a one-time, permanent election to opt out of ~~non-objection from~~ the ~~Federal Reserve with respect~~requirement to ~~a new share repurchase program through August 31, 2023. For more information regarding the Company’s share repurchase programs, see~~ ~~Note 10,~~

~~105~~

~~Table~~include most components of ~~Contents~~

~~“Shareholders’ Equity – Share Repurchases”~~ ~~within the Notes~~accumulated other comprehensive income (“AOCI”) in regulatory capital. At that time, we opted to ~~the Unaudited Consolidated Financial Statements~~make such an election. Accordingly, unrealized gains and losses on our AFS securities portfolio are not included in ~~Part I, Item 1~~regulatory capital. Consequently, the balance sheet repositioning we completed in ~~this Quarterly Report~~March 2023 with the sale of AFS securities reduced our regulatory capital and related capital ratios, as the unrealized loss on ~~Form 10-Q.~~such securities (which was included in AOCI and excluded from regulatory capital) was effectively reclassified to retained earnings (which is included in regulatory capital).

The Company’s actual capital ratios are presented in the following table:


		As of September 30, 2022		As of December 31, 2021			As of September 30, 2023		As of December 31, 2022
Capital Ratios:	Capital Ratios:					Capital Ratios:
Average equity to average assets (1)	Average equity to average assets (1)	12.38	%	19.17	%	Average equity to average assets (1)	11.94	%	12.52	%
Total regulatory capital (to risk-weighted assets)	Total regulatory capital (to risk-weighted assets)	18.47	%	19.77	%	Total regulatory capital (to risk-weighted assets)	17.03	%	17.89	%
Common equity Tier 1 capital (to risk-weighted assets)	Common equity Tier 1 capital (to risk-weighted assets)	17.56	%	19.04	%	Common equity Tier 1 capital (to risk-weighted assets)	16.00	%	16.94	%
Tier 1 capital (to risk-weighted assets)	Tier 1 capital (to risk-weighted assets)	17.56	%	19.04	%	Tier 1 capital (to risk-weighted assets)	16.00	%	16.94	%
Tier 1 capital (to average assets) leverage	Tier 1 capital (to average assets) leverage	12.18	%	13.96	%	Tier 1 capital (to average assets) leverage	12.27	%	12.03	%

(1)The ratio presented as of September 30, ~~2022~~2023 represents quarter-to-date average equity as a percentage of quarter-to-date average total assets.

Contractual Obligations, Commitments and Contingencies. In the ordinary course of our operations, we enter into certain contractual obligations. Such obligations include data processing services, operating leases for premises and equipment, agreements with respect to borrowed funds and deposit liabilities. At September 30, ~~2022,~~2023, there were no material changes in our contractual obligations, other commitments and contingencies from those disclosed in our ~~2021~~2022 Form 10-K.

We are a party to financial instruments with off-balance sheet risk in the normal course of business to meet the financing needs of our customers. The financial instruments include commitments to originate loans, unused lines of credit, unadvanced portions of construction loans and standby letters of credit, all of which involve elements of credit and interest rate risk in excess of the amount recognized in the ~~consolidated balance sheets.~~Consolidated Balance Sheets. Our exposure to credit loss is represented by the contractual amount of the instruments. We use the same credit policies in making commitments as we do for on-balance sheet instruments.

At September 30, ~~2022,~~2023, we had ~~$5.6~~$5.9 billion of commitments to originate loans, comprised of ~~$3.2~~$3.6 billion of commitments under commercial loans and lines of credit (including ~~$629.4~~$888.6 million of unadvanced portions of construction loans), $2.1 billion of commitments under home equity loans and lines of credit, ~~$198.9~~$201.9 million in standard overdraft coverage commitments, ~~$41.6~~$17.1 million of unfunded commitments related to residential real estate loans and ~~$58.4~~$62.9 million in other consumer loans and lines of credit. In addition, at September 30, ~~2022,~~2023, we had ~~$66.5~~$54.5 million in standby letters of credit outstanding. We also had ~~$8.1~~$8.5 million in forward commitments to sell loans.

Commitments to originate loans are agreements to lend to a customer provided there is no violation of any condition established in the contract. Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee. Since a portion of the commitments are expected to expire without being drawn upon, the total commitments do not necessarily represent future cash requirements.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES

The information required by this Item is included in Part I, Item 2 of this Quarterly Report on Form 10-Q under the heading “Management of Market Risk.”

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ITEM 4. CONTROLS AND PROCEDURES

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(c) promulgated under the Exchange Act of 1934. 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 September 30, ~~2022,~~2023, the end of the period covered by this Quarterly Report on Form 10-Q.

Changes to Internal Controls over Financial Reporting

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~~Table of Contents~~

There were no changes in the Company’s internal controls over financial reporting that occurred during the quarter ended September 30, ~~2022~~2023 that have materially affected or are reasonably likely to materially affect the Company’s internal controls over financial reporting. The Company has not experienced any material impact to the Company’s internal controls over financial reporting due to the fact that most of the Company’s employees responsible for financial reporting are working remotely ~~during the COVID-19 pandemic.~~and/or hybrid. The Company is continually monitoring and assessing the impact of ~~the COVID-19 pandemic~~working remotely and/or hybrid on the Company’s internal controls to minimize the impact to their design and operating effectiveness.

PART II – OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

We operate in a legal and regulatory environment that exposes us to potentially significant risks. For more information regarding the Company’s exposure generally to legal and regulatory risks, see “Business—Legal and Regulatory Proceedings” in Part I, Item 1 of the ~~2021~~2022 Form 10-K.

As of the date of this Quarterly Report on Form 10-Q, we are not involved in any pending legal proceeding as a plaintiff or a defendant the outcome of which we believe would be material to our financial condition or results of operations. For additional information related to the Company’s ongoing legal proceedings see Note ~~12,~~13, “Commitments and Contingencies” within the Notes to the Unaudited Consolidated Financial Statements included in Part I, Item 1 in this Quarterly Report on Form 10-Q.

ITEM 1A. RISK FACTORS

For information regarding the Company’s risk factors, see Part I, Item 1A ~~“Risk~~“Risk Factors” in our ~~2021~~2022 Form 10-K ~~as updated by Part II, Item 1A “Risk Factors” in our Q1 Form 10-Q~~ and ~~by Part II, Item 1A “Risk Factors” in our Q2 Form 10-Q.~~the risk factors set forth below. Except for the revised risk ~~factor~~factors below, ~~regarding “an increase in FDIC insurance assessments could significantly increase our expenses,”~~ as of the date of this Quarterly Report on Form 10-Q, the risk factors of the Company have not changed materially from those disclosed in our ~~2021~~2022 Form ~~10-K,~~10-K.

The market price of the Company’s common stock after the merger may be affected by factors different from those currently affecting shares of Company common stock.

Subject to the receipt of regulatory and shareholder approvals, and the satisfaction of other closing conditions, upon the completion of the merger with Cambridge, the Company will be incorporating Cambridge’s business into its own to create a combined enterprise. While we believe there are significant similarities and expected synergies in core business activities and geographical locations of our businesses and services, the Company’s business differs from that of Cambridge. Accordingly, the results of operations of the Company and the market price of the Company’s common stock after the completion of the merger may be affected by factors different from those currently affecting the independent results of operations of each of the Company and Cambridge.

The Company may fail to realize all of the anticipated benefits of the merger, particularly if the integration of the Company’s and Cambridge’s businesses is more difficult than expected.

The success of the merger will depend, in part, on our ability to successfully combine the businesses of Company and Cambridge. the Company may fail to realize some or all of the anticipated benefits of the transaction if the integration process takes longer or is more costly than expected. Furthermore, any number of unanticipated adverse occurrences for either the business of Cambridge or the Company may cause us to fail to realize some or all of the expected benefits. The integration process could result in the loss of key employees, the disruption of each company’s ongoing businesses or inconsistencies in

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standards, controls, procedures and policies that adversely affect our ability to maintain relationships with clients, customers, depositors and employees or to achieve the anticipated benefits of the merger. Each of these issues might adversely affect the Company, Cambridge or both during the transition period, resulting in adverse effects on the Company following the merger. As a result, revenues may be lower than expected or costs may be higher than expected and the overall benefits of the merger may not be as ~~updated~~great as anticipated.

The Company may be unable to retain Company and/or Cambridge personnel successfully while the merger is pending or after the merger is completed.

The success of the merger will depend in part on the Company’s ability to retain the talents and dedication of key employees currently employed by the ~~Q1 Form 10-Q~~Company and byCambridge. It is possible that these employees may decide not to remain with the ~~Q2 Form 10-Q. The COVID-19 pandemic has led~~Company or Cambridge, as applicable, while the merger is pending or with the Company after the merger is completed. If the Company and Cambridge are unable to ~~general uncertainty~~retain key employees, including management, who are critical to the successful integration and ~~adverse changes in economic conditions and has heightened, and in some cases manifested, certain~~future operations of the ~~risks we normally~~companies, the Company and Cambridge could face disruptions in ~~operating our~~their operations, loss of existing customers, loss of key information, expertise or know-how and unanticipated additional recruitment costs. In addition, following the merger, if key employees terminate their employment, the Company’s business ~~including those disclosed in our 2021 Form 10-K, updated in~~activities may be adversely affected, and management’s attention may be diverted from successfully integrating the ~~Q1 Form 10-Q~~Company and Cambridge to hiring suitable replacements, all of which may cause the ~~Q2 Form 10-Q. The risk factors disclosure in our 2021 Form 10-K, our Q1 Form 10-Q,~~Company’s business to suffer. In addition, the Company and ~~our Q2 Form 10-Q is therefore qualified by the information relating~~Cambridge may not be able to ~~COVID-19 that is described in this Quarterly Report on Form 10-Q.~~

~~An increase in FDIC insurance assessments could significantly increase our expenses.~~locate or retain suitable replacements for any key employees who leave either company.

The ~~Dodd-Frank Act eliminated~~Company and Cambridge have incurred and expect to continue to incur significant costs related to the ~~maximum Deposit Insurance Fund (“DIF”) ratio of 1.5% of estimated deposits,~~merger and ~~the FDIC has established a long-term ratio of 2.0%. On September 30, 2021, the Deposit Insurance Fund reserve ratio was 1.27%. In September 2020, the FDIC adopted a restoration plan designed~~integration.

The Company and Cambridge have incurred and expect to ensure that the DIF reserve ratio reaches 1.35% by September 2028. In October 2020, the FDIC increased the initial base deposit insurance assessment rate schedules for all FDIC insured depository institutions by 2 basis points, beginning with the quarterly assessment period ending March 31, 2023. The new assessment rate schedules will remain in effect unless and until the DIF reserve ratio meets or exceeds 2%, absent further FDIC action. In addition, if our regulators issue downgraded ratings of Eastern Bankincur significant, non-recurring costs in connection with ~~their examinations,~~negotiating the merger agreement and closing the merger. In addition, the Company will incur integration costs following the completion of the merger as the Company integrates the Cambridge business, including facilities and systems consolidation costs and employment-related costs. The Company and Cambridge will also incur significant legal, financial advisory, accounting, banking and consulting fees, fees relating to regulatory filings and notices, SEC filing fees, printing and mailing fees and other costs associated with the merger. Some of these costs incurred by the Company are payable regardless of whether the merger is completed.

The Company and Cambridge may also incur additional costs to maintain employee morale and to retain key employees. There can be no assurances that the expected benefits and efficiencies related to the integration of the businesses will be realized to offset these transaction and integration costs over time.

Regulatory approvals related to the merger may not be received, may take longer to receive than expected or may impose burdensome conditions that are not presently anticipated, which could impose additional costs and could delay or prevent completion of the merger.

Before the merger may be completed, certain approvals or consents must be obtained from the various bank regulatory and other authorities of the United States, the Commonwealth of Massachusetts and the State of New Hampshire. These governmental entities, including the Federal Reserve Board, the FDIC, the Massachusetts Division of Banks and the New Hampshire Banking Department, may impose conditions on the completion of the merger or require changes to the terms of the merger. While the Company does not currently expect that any such conditions or changes would be imposed, there can be no assurance that they will not be, and such conditions or changes could ~~impose~~have the effect of delaying completion of the merger or imposing additional costs on or limiting the revenues of the Company following the merger, any of which might have a material adverse effect on the Company following the merger. The Company is not obligated to complete the merger if the regulatory approvals received in connection with the completion of the merger include any conditions or restrictions that would constitute a “Burdensome Condition” as defined in the merger agreement.

There can be no assurance as to whether the regulatory approvals will be received or the timing of the approvals.

If the merger is not consummated by September 19, 2024, either the Company or Cambridge may choose not to proceed with the merger.

Either the Company or Cambridge may terminate the merger agreement if the merger has not been completed by September 19, 2024, unless the failure of the merger to be completed has resulted from the failure of the party seeking to terminate the merger agreement to perform its obligations.

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Shareholder litigation could prevent or delay the completion of the merger or otherwise negatively impact the business and operations of the Company and Cambridge.

Shareholders of the Company and/or Cambridge may file lawsuits against the Company, Cambridge and/or the directors and officers of either company in connection with the merger. One of the conditions to the closing is that no order, injunction or decree issued by any court or governmental entity of competent jurisdiction or other legal restraint preventing the consummation of the merger or any of the other transactions contemplated by the merger agreement be in effect. If any plaintiff were successful in obtaining an injunction prohibiting the Company or Cambridge defendants from completing the merger or any of the other transactions contemplated by the merger agreement, then such injunction may delay or prevent the effectiveness of the merger and could result in significant ~~additional fees~~costs to the Company and/or Cambridge, including any cost associated with the indemnification of directors and ~~assessments~~officers of each company. The Company and Cambridge may incur costs in connection with the defense or settlement of any shareholder lawsuits filed in connection with the merger. Such litigation could have an adverse effect on ~~us.~~the financial condition and results of operations of the Company and Cambridge and could prevent or delay the completion of the merger.

ITEM 2.UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

~~The following table sets forth information regarding the Company’s repurchases of its common stock during the nine months ended September 30, 2022:~~

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~~Table of Contents~~

Period Total Number of Shares Average Price Paid per Share Total Number of Shares Purchased as Part of the Publicly Announced Share Repurchase Programs Maximum Number of Shares That May Yet Be Purchased Under the Share Repurchase Programs (1)(2)
January 1, 2022 – January 31, 2022 987,526 $ 21.02 2,123,404 7,214,496
February 1, 2022 – February 28, 2022 1,109,697 21.08 3,233,101 6,104,799
March 1, 2022 – March 31, 2022 769,398 21.31 4,002,499 5,335,401
April 1, 2022 – April 30, 2022 1,194,185 20.19 5,196,684 4,141,216
May 1, 2022 – May 31, 2022 1,880,381 18.93 7,077,065 2,260,835
June 1, 2022 – June 30, 2022 1,141,903 18.78 8,218,968 1,118,932
July 1, 2022 – July 31, 2022 909,785 19.02 9,128,753 209,147
August 1, 2022 - August 31, 2022 — — 9,128,753 209,147
September 1, 2022 – September 30, 2022 571,463 20.33 9,700,216 8,537,684
Total 8,564,338 $ 19.92

~~(1)~~On October 28, 2021, the Company announced that its Board of Directors had approved a share repurchase program, subject to receipt of a notice of non-objection from the Board of Governors of the Federal Reserve System (“Non-Objection Notice”). On November 12, 2021, the Company announced it had received the Non-Objection Notice to the share repurchase program, which authorizes the purchase of up to 9,337,900 shares over a 12-month period. The program is limited to $225 million through November 30, 2022. The Company completed the repurchase of the total number of shares authorized through this program during the three months ended September 30, 2022.

~~(2)~~On September 7, 2022, the Company announced receipt of a notice of non-objection from the Federal Reserve for a new share repurchase program. The program, which authorizes the purchase of up to 8,900,000 shares over a 12-month period, is limited to $200.0 million through August 31, 2023.

~~See~~ ~~Note 10, “Shareholders’ Equity,” within the Notes to the Unaudited Consolidated Financial Statements included in Part I, Item 1 in this Quarterly Report on Form 10-Q for additional information.~~None.

ITEM 3.DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4.MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5.OTHER INFORMATION

None.

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Table of Contents

ITEM 6.EXHIBITS

The exhibits listed in the Exhibit Index (following the signatures section of this report) are included in, or incorporated by reference into, this Quarterly Report on Form 10-Q.

EXHIBIT INDEX

The following exhibits are included in this Quarterly Report on Form 10-Q for the quarter ended September 30, ~~2022~~2023 (and are numbered in accordance with Item 601 of Regulation S-K):

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Exhibit No.						Description

2.1(1)						Asset Purchase Agreement by and among Eastern Insurance Group, LLC, Eastern Bank, Eastern Bankshares, Inc. and Arthur J. Gallagher Risk Management Services, LLC, dated as of September 19, 2023 (incorporated by reference to Exhibit 2.1 to the Form 8-K filed with the Securities and Exchange Commission on September 19, 2023)

2.2(1)						Agreement and Plan of Merger by and among Eastern Bankshares, Inc., Eastern Bank, Citadel MS 2023 , Inc., Cambridge Banc o rp and Cambridge Trust Company , dated as of September 19, 2023 (incorporated by reference to Exhibit 2.2 to the Form 8-K filed with the Securities and Exchange Commission on September 19, 2023)

10.1†						E xecutive Severance B enefits Agreement dated as of Sep tember 19, 2023 be tween Denis K. Sheahan and Eastern Bank (incorporated by refe rence to Exh ibit 99.2 to the Form 8-K filed with the Sec urities and Exchange Commission on September 19, 2023)

10.2†						Change in Control Agreement dated as of September 19, 2023 , among Eastern Bankshares, Inc., Eastern Bank and Denis K. Sheahan (incorporated by reference to Exhibit 99.3 to the Form 8-K filed with the Securities and Exchange Commission on September 19, 2023)

10.3†						Amendment No. 1 to Benefit Equalization Plan dated December 12, 2020

10.4†						Amendment No.2 to Benefit Equalization Plan dated January 1, 2022

10.5†						Amendment No. 3 to Benefit Equalization Plan dated June 5, 2023

10.6†						Amendment to Eastern Bank Employee Stock Ownership Plan, dated June 5, 2023

31.1*						Certification of Chief Executive Officer Required by Rule 13a-14(a) and Rule 15d-14(a) of the Exchange Act

31.2*						Certification of Chief Financial Officer Required by Rule 13a-14(a) and Rule 15d-14(a) of the Exchange Act

32.1+						Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

32.2+						Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

101*						Interactive data files pursuant to Rule 405 of Regulation S-T: (i) the Unaudited Consolidated Balance Sheets as of September 30, ~~2022~~2023 and December 31, ~~2021,~~2022, (ii) the Unaudited Consolidated Statements of Income for the three and nine months ended September 30, ~~2022~~2023 and ~~2021~~2022 (iii) the Unaudited Consolidated Statements of Comprehensive Income for the three and nine months ended September 30, ~~2022~~2023 and ~~2021,~~2022, (iv) the Unaudited Consolidated Statements of Changes in Equity for the three and nine months ended September 30, ~~2022~~2023 and ~~2021,~~2022, (v) the Unaudited Consolidated Statements of Cash Flows for the nine months ended September 30, ~~2022~~2023 and ~~2021,~~2022, and (vi) the Notes to the Unaudited Consolidated Financial Statements.

104						Cover page interactive data file (formatted as inline XBRL with applicable taxonomy extension information) contained in Exhibit 101 to this report+

†Management contract or compensatory plan, contract or arrangement

*Filed herewith

+ Furnished herewith

(1) Certain schedules and other similar attachments to this exhibit were omitted pursuant to Item 601(a)(5) of Regulation S-K. The Registrant will provide a copy of such omitted documents to the Securities and Exchange Commission upon request.

~~109~~

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SIGNATURES

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


	EASTERN BANKSHARES, INC.

Date: November ~~4, 2022~~3, 2023	/s/ Robert F. Rivers
	By:	Robert F. Rivers
		Chief Executive Officer and Chair of the Board
		(Principal Executive Officer)

Date: November ~~4, 2022~~3, 2023	/s/ James B. Fitzgerald
	By:	James B. Fitzgerald
		Chief Financial Officer and Chief Administrative Officer
		(Principal Financial Officer)

~~110~~109


			Page
Part I Financial Information

Item I. Unaudited Consolidated Financial Statements

Unaudited Consolidated Balance Sheets as of September 30, ~~2022~~2023 and December 31, ~~2021~~2022			4
Unaudited Consolidated Statements of Income for the three and nine months ended September 30, ~~2022~~2023 and ~~2021~~2022			56
Unaudited Consolidated Statements of Comprehensive Income for the three and nine months ended ~~September~~Septemb er 30, ~~2022~~2023 and ~~2021~~2022			67
Unaudited Consolidated Statements of Changes in Shareholders’ Equity for the three and nine months ended September 30, ~~2022~~2023 and ~~2021~~2022			78
Unaudited Consolidated Statements of Cash Flows for the nine months ended September 30, ~~2022~~2023 and ~~2021~~2022			910
Notes to the Unaudited Consolidated Financial Statements			1112


Supplemental disclosure of cash flow information
Cash paid during the period for:
Interest paid	$	12,036	$	2,943
Income taxes	24,540		42,432
Non-cash activities
Net increase in capital commitments relating to low income housing tax credit projects	$	30,378	$	28,291
Net decrease in operating lease right-of-use assets and operating lease liabilities relating to lease remeasurements (see footnote 6 in the Notes to the Unaudited Consolidated Financial Statements)	14,082		—


	As of and for the Nine Months Ended September 30, 2022						As of and for the Year Ended December 31, 2021
	Balance (1)		Non-performing Loan Rate (%)		Gross Charge-offs		Balance (1)		Non-performing Loan Rate (%)		Gross Charge-offs
	(Dollars in thousands)
Commercial and industrial	$	878,861	0.82	%	$	—	$	732,425	1.36	%	$	—
Commercial real estate	406,089		0.00	%	—		362,898		0.00	%	—
Commercial construction	76,913		0.00	%	—		37,081		0.00	%	—
Business banking	56		0.00	%	3		98		0.00	%	—
Total loan participations	$	1,361,919	0.53	%	$	3	$	1,132,502	0.88	%	$	—


	As of December 31, 2021
Category	Commercial and Industrial		Commercial Real Estate		Commercial Construction		Business Banking		Total
	(In thousands)
Unrated	$	171,537	$	4,378	$	—	$	696,629	$	872,544
Pass	2,656,873		4,199,803		213,744		569,956		7,640,376
Special mention	70,141		104,517		1,889		50,085		226,632
Substandard	50,339		213,815		6,695		17,814		288,663
Doubtful	11,637		—		—		210		11,847
Loss	—		—		—		—		—
Total	$	2,960,527	$	4,522,513	$	222,328	$	1,334,694	$	9,040,062


	As of December 31, 2021
	Recorded Investment		Unpaid Principal Balance		Related Allowance
	(In thousands)
With no related allowance recorded:
Commercial and industrial	$	12,309	$	13,212	$	—
Commercial real estate	3,520		3,520		—
Business banking	4,199		5,069		—
Residential real estate	11,217		12,587		—
Consumer home equity	1,924		1,924		—
Other consumer	18		18		—
Sub-total	33,187		36,330		—
With an allowance recorded:
Commercial and industrial	3,836		4,226		1,540
Business banking	7,861		11,240		450
Residential real estate	11,161		11,161		1,549
Consumer home equity	1,998		1,998		270
Other consumer	161		161		161
Sub-total	25,017		28,786		3,970
Total	$	58,204	$	65,116	$	3,970


	For the Three Months Ended September 30, 2021				For the Nine Months Ended September 30, 2021
	Average Recorded Investment		Total Interest Recognized		Average Recorded Investment		Total Interest Recognized
	(In thousands)
With no related allowance recorded:
Commercial and industrial	$	12,517	$	39	$	11,405	$	131
Commercial real estate	3,909		45		4,047		133
Business banking	3,988		25		4,586		75
Residential real estate	11,561		113		12,349		344
Consumer home equity	1,877		13		1,988		47
Other consumer	22		—		24		—
Sub-total	33,874		235		34,399		730
With an allowance recorded:
Commercial and industrial	7,808		—		7,849		—
Commercial real estate	—		—		271		—
Business banking	12,642		14		14,560		43
Residential real estate	12,290		127		13,093		387
Consumer home equity	2,108		15		2,232		53
Other consumer	67		—		22		—
Sub-total	34,915		156		38,027		483
Total	$	68,789	$	391	$	72,426	$	1,213


Period	Total Number of Shares Repurchased	Average Price Paid per Share		Total Number of Shares Repurchased as Part of the Share Repurchase Programs at the end of Each Respective Period	Maximum Number of Shares That May Yet Be Purchased Under the Share Repurchase Programs at the end of Each Respective Period
January 1, 2022 – January 31, 2022	987,526	$	21.02	2,123,404	7,214,496
February 1, 2022 – February 28, 2022	1,109,697	21.08		3,233,101	6,104,799
March 1, 2022 – March 31, 2022	769,398	21.31		4,002,499	5,335,401
April 1, 2022 – April 30, 2022	1,194,185	20.19		5,196,684	4,141,216
May 1, 2022 – May 31, 2022	1,880,381	18.93		7,077,065	2,260,835
June 1, 2022 – June 30, 2022	1,141,903	18.78		8,218,968	1,118,932
July 1, 2022 – July 31, 2022	909,785	19.02		9,128,753	209,147
August 1, 2022 - August 31, 2022	—	—		9,128,753	209,147
September 1, 2022 – September 30, 2022	571,463	20.33		9,700,216	8,537,684


	Number of Shares	Weighted-Average Grant Price Per Share
Non-vested restricted stock as of December 31, 2021	683,056	$	20.13
Granted	31,559	19.17
Non-vested restricted stock as of September 30, 2022	714,615	$	20.09


					Fair Value Measurements at Reporting Date Using
Description	Carrying Value as of September 30, 2022		Fair Value as of September 30, 2022		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
	(In thousands)
Assets
Held to maturity securities:
Government-sponsored residential mortgage-backed securities	$	281,253	$	250,281	$	—	$	250,281	$	—
Government-sponsored commercial mortgage-backed securities	200,710		181,196		—		181,196		—
Loans, net of allowance for loan losses	12,752,942		12,378,276		—		—		12,378,276
FHLB stock	18,714		18,714		—		18,714		—
Bank-owned life insurance	159,838		159,838		—		159,838		—
Liabilities
Deposits	$	18,733,381	$	18,723,364	$	—	$	18,723,364	$	—
FHLB advances	384,215		382,779		—		382,779		—
Escrow deposits of borrowers	21,853		21,853		—		21,853		—
Interest rate swap collateral funds	16,650		16,650		—		16,650		—


	Three Months Ended September 30, 2021						Nine Months Ended September 30, 2021
	Pre Tax Amount		Tax Benefit (Expense)		After Tax Amount		Pre Tax Amount		Tax Benefit (Expense)		After Tax Amount
	(In thousands)
Unrealized losses on securities available for sale:
Change in fair value of securities available for sale	$	(27,741)	$	6,132	$	(21,609)	$	(90,088)	$	19,911	$	(70,177)
Less: reclassification adjustment for gains included in net income	1		—		1		1,166		(257)		909
Net change in fair value of securities available for sale	(27,742)		6,132		(21,610)		(91,254)		20,168		(71,086)
Unrealized gains on cash flow hedges:
Change in fair value of cash flow hedges	—		—		—		—		—		—
Less: net cash flow hedge gains reclassified into interest income(1)	7,851		(2,207)		5,644		24,344		(6,843)		17,501
Net change in fair value of cash flow hedges	(7,851)		2,207		(5,644)		(24,344)		6,843		(17,501)
Defined benefit pension plans:
Change in actuarial net loss	—		—		—		—		—		—
Less: amortization of actuarial net loss	(3,537)		994		(2,543)		(10,612)		2,983		(7,629)
Less: accretion of prior service credit	2,945		(828)		2,117		8,835		(2,484)		6,351
Net change in other comprehensive income for defined benefit postretirement plans	592		(166)		426		1,777		(499)		1,278
Total other comprehensive (loss)	$	(35,001)	$	8,173	$	(26,828)	$	(113,821)	$	26,512	$	(87,309)


	Delinquency Rate as of (1)(2)
	September 30, 2022		December 31, 2021
Portfolio
Commercial and industrial	0.08	%	0.06	%
Commercial real estate	—	%	0.60	%
Commercial construction	—	%	—	%
Business banking	0.94	%	0.86	%
Residential real estate	0.99	%	1.38	%
Consumer home equity	0.92	%	0.90	%
Other consumer	0.80	%	1.23	%
Total	0.36	%	0.65	%


	Remaining COVID-19 Modifications as of September 30, 2022 (1)				Remaining COVID-19 Modifications as of December 31, 2021 (1)
	Balance		% of Total Portfolio		Balance		% of Total Portfolio
	(Dollars in thousands)
Portfolio
Commercial and industrial	$	—	—	%	$	4,548	0.2	%
Commercial real estate	12,825		0.3	%	93,519		2.1	%
Commercial construction	—		—	%	—		—	%
Business banking	518		0.1	%	649		0.1	%
Residential real estate	3,258		0.2	%	5,870		0.3	%
Consumer home equity	789		0.1	%	1,365		0.1	%
Other consumer	292		0.2	%	706		0.3	%
Total (2)	$	17,682	0.1	%	$	106,657	0.9	%


Period	Total Number of Shares	Average Price Paid per Share		Total Number of Shares Purchased as Part of the Publicly Announced Share Repurchase Programs	Maximum Number of Shares That May Yet Be Purchased Under the Share Repurchase Programs (1)(2)
January 1, 2022 – January 31, 2022	987,526	$	21.02	2,123,404	7,214,496
February 1, 2022 – February 28, 2022	1,109,697	21.08		3,233,101	6,104,799
March 1, 2022 – March 31, 2022	769,398	21.31		4,002,499	5,335,401
April 1, 2022 – April 30, 2022	1,194,185	20.19		5,196,684	4,141,216
May 1, 2022 – May 31, 2022	1,880,381	18.93		7,077,065	2,260,835
June 1, 2022 – June 30, 2022	1,141,903	18.78		8,218,968	1,118,932
July 1, 2022 – July 31, 2022	909,785	19.02		9,128,753	209,147
August 1, 2022 - August 31, 2022	—	—		9,128,753	209,147
September 1, 2022 – September 30, 2022	571,463	20.33		9,700,216	8,537,684
Total	8,564,338	$	19.92