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 ~~June~~September 30, ~~2020~~

2023

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

Commission File Number ~~333-239251~~

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

176,426,993 shares of the Registrant’s common stock, par value $0.01 per share, were ~~issued and~~ outstanding as of ~~September 23, 2020.~~

~~Index~~

October 31, 2023.

Table of Contents

Index


		PAGE
PART I.	FINANCIAL INFORMATION

~~ITEM~~ Item 1.	Financial Statements

	Unaudited Consolidated Balance Sheets		2	4
	Unaudited Consolidated Statements of Income (Loss)		4	6
	Unaudited Consolidated Statements of Comprehensive (Loss) Income		6	7
	Unaudited Consolidated Statements of Changes in Shareholders’ Equity		7	8
	Unaudited Consolidated Statements of Cash Flows		8	10
	Notes to Unaudited Consolidated Financial Statements		10	12

~~ITEM~~ Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		55	64

~~ITEM~~ Item 3.	Quantitative and Qualitative Disclosures about Market Risk		85	103

~~ITEM~~ Item 4.	Controls and Procedures		85	104

PART II.	OTHER INFORMATION

~~ITEM~~ Item 1.	Legal Proceedings		86	104

~~ITEM~~ Item 1A.	Risk Factors		86	104

~~ITEM~~ Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds		86	106

~~ITEM~~ Item 3.	Defaults Upon Senior Securities		86	106

~~ITEM~~ Item 4.	Mine Safety Disclosures		86	106

~~ITEM~~ Item 5.	Other Information		86	106

~~ITEM~~ Item 6.	Exhibits		86	107

EXHIBIT INDEX				87	107

SIGNATURES		89	109

Table of Contents

PART I — FINANCIAL INFORMATION

Item 1. Unaudited Consolidated Financial Statements

EASTERN ~~BANK CORPORATION~~

BANKSHARES, INC.

UNAUDITED CONSOLIDATED BALANCE SHEETS

   As of June 30, As of
December 31,
   2020 2019
   (In Thousands)
ASSETS

Cash and due from banks
   $ 67,264 $ 135,503
Short-term investments
   1,365,297 227,099


Cash and cash equivalents
   1,432,561 362,602


Securities:

Trading
   —   961
Available for sale
   1,600,354 1,508,236


Total securities
   1,600,354 1,509,197


Loans held for sale
   2,972 26
Loans:

Commercial and industrial
   2,271,700 1,642,184
Commercial real estate
   3,584,358 3,535,441
Commercial construction
   282,246 273,774
Business banking
   1,234,961 771,498
Residential real estate
   1,400,855 1,428,630
Consumer home equity
   905,484 933,088
Other consumer
   334,734 402,431


Total Loans
   10,014,338 8,987,046
Less: allowance for loan losses
   (116,636 ) (82,297 )
Less: unamortized premiums, net of unearned discounts and deferred fees
   (34,722 ) (5,565 )


Net Loans
   9,862,980 8,899,184


Federal Home Loan Bank stock, at cost
   8,805 9,027
Premises and equipment
   52,475 57,453
Bank-owned life insurance
   77,528 77,546
Goodwill and other intangibles, net
   376,331 377,734
Deferred income taxes, net
   7,663 28,207
Prepaid expenses
   92,517 61,336
Other assets
   482,337 246,463


Total Assets
   $ 13,996,523 $ 11,628,775


(In thousands, except per share data)						(In thousands, except per share data)	September 30, 2023		December 31, 2022
ASSETS						ASSETS
Cash and due from banks						Cash and due from banks	$	72,689	$	106,040
Short-term investments						Short-term investments	536,119		63,465
Cash and cash equivalents						Cash and cash equivalents	608,808		169,505
Securities:						Securities:
Available for sale (amortized cost $5,257,264 and $7,825,435, respectively)						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)						Held to maturity (fair value $387,654 and $423,226, respectively)	455,900		476,647
Total securities						Total securities	4,717,418		7,167,425
Loans held for sale						Loans held for sale
Commercial and industrial loan held for sale						Commercial and industrial loan held for sale	22,213		—
Residential real estate loans held for sale						Residential real estate loans held for sale	1,679		4,543
Total loans held for sale						Total loans held for sale	23,892		4,543
Loans:						Loans:
Commercial and industrial						Commercial and industrial	3,087,509		3,150,946
Commercial real estate						Commercial real estate	5,396,912		5,155,323
Commercial construction						Commercial construction	382,615		336,276
Business banking						Business banking	1,087,799		1,090,492
Residential real estate						Residential real estate	2,550,861		2,460,849
Consumer home equity						Consumer home equity	1,193,859		1,187,547
Other consumer						Other consumer	219,720		194,098
Total loans						Total loans	13,919,275		13,575,531
Allowance for loan losses						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	(19,307)		(13,003)
Net loans						Net loans	13,744,822		13,420,317
Federal Home Loan Bank stock, at cost						Federal Home Loan Bank stock, at cost	37,125		41,363
Premises and equipment						Premises and equipment	59,033		62,493
Bank-owned life insurance						Bank-owned life insurance	163,700		160,790
Goodwill and other intangibles, net						Goodwill and other intangibles, net	566,709		568,009
Deferred income taxes, net						Deferred income taxes, net	416,081		331,963
Prepaid expenses						Prepaid expenses	156,113		165,368
Other assets						Other assets	527,873		426,863
Assets of discontinued operations						Assets of discontinued operations	124,718		128,219
Total assets						Total assets	$	21,146,292	$	22,646,858
LIABILITIES AND EQUITY						LIABILITIES AND EQUITY
Deposits:						Deposits:
Demand	$	4,740,125	$	3,517,447		Demand	$	5,177,015	$	6,240,637
Interest checking accounts		2,385,912		1,814,327		Interest checking accounts	3,671,871		4,568,122
Savings accounts		1,157,606		971,119		Savings accounts	1,393,545		1,831,123
Money market investment		3,254,202		2,919,360		Money market investment	4,709,149		4,710,095
Certificate of deposits		308,920		329,139

Certificates of deposit						Certificates of deposit	2,472,589		1,624,382
Total deposits		11,846,765		9,551,392		Total deposits	17,424,169		18,974,359

Borrowed funds:						Borrowed funds:
Federal funds purchased		—		201,082
Federal Home Loan Bank advances		14,922		18,964
Short-term Federal Home Loan Bank advances						Short-term Federal Home Loan Bank advances	656,336		691,297
Escrow deposits of borrowers		14,233		15,349		Escrow deposits of borrowers	24,947		22,314

Interest rate swap collateral funds						Interest rate swap collateral funds	16,900		14,430
Long-term Federal Home Loan Bank advances						Long-term Federal Home Loan Bank advances	17,189		12,787
Total borrowed funds		29,155		235,395		Total borrowed funds	715,372		740,828

Other liabilities		426,973		241,835		Other liabilities	525,378		424,951

Total Liabilities		12,302,893		10,028,622

Commitments and contingencies
Retained earnings		1,681,164		1,644,000
Accumulated other comprehensive income, net of tax		12,466		(43,847	)

Total equity		1,693,630		1,600,153

Total liabilities and equity	$	13,996,523	$	11,628,775

Liabilities of discontinued operations						Liabilities of discontinued operations	34,820		34,930
Total liabilities						Total liabilities	18,699,739		20,175,068

Table of Contents


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 ~~BANK CORPORATION~~

BANKSHARES, INC.

UNAUDITED CONSOLIDATED STATEMENTS OF INCOME

   Three months ended June 30, Six months ended June 30,
   2020 2019 2020 2019
   (In Thousands)
Interest and dividend income:

Interest and fees on loans
   $ 92,143 $ 102,216 $ 187,681 $ 202,772
Taxable interest and dividends on available for sale securities
   7,600 7,901 15,778 15,953
Non-taxable interest and dividends on available for sale securities
   1,905 2,049 3,826 4,403
Interest on federal funds sold and other short-term investments
   284 612 801 965
Interest and dividends on trading securities
   1 60 6 228


Total interest and dividend income
   101,933 112,838 208,092 224,321


Interest expense:

Interest on deposits
   3,104 7,313 8,518 13,832
Interest on borrowings
   74 2,002 673 4,294


Total interest expense
   3,178 9,315 9,191 18,126


Net interest income
   98,755 103,523 198,901 206,195
Provision for allowance for credit losses
   8,600 1,500 37,200 4,500


Net interest income after provision for credit losses
   90,155 102,023 161,701 201,695


Noninterest income:

Insurance commissions
   22,697 24,135 50,174 48,897
Service charges on deposit accounts
   4,364 6,771 10,462 13,175
Trust and investment advisory fees
   5,194 4,980 10,289 9,608
Debit card processing fees
   2,337 2,638 4,807 5,048
Interest rate swap income (losses)
   771 (810 ) (5,238 ) (470 )
Income from investments held in rabbi trusts
   7,745 1,822 1,002 5,969
(Losses) gains on trading securities, net
   (1 ) 152 (3 ) 1,294
Gains on sales of mortgage loans held for sale, net
   1,420 159 1,513 209
Gains on sales of securities available for sale, net
   163 1,966 285 2,016
Other
   2,967 3,819 7,735 7,686


Total noninterest income
   47,657 45,632 81,026 93,432


Noninterest expense:

Salaries and employee benefits
   63,335 62,364 124,924 129,670
Office occupancy and equipment
   8,615 8,383 17,304 17,182
Data processing
   12,180 10,912 22,184 21,588
(LOSS)


														Three Months Ended September 30,				Nine Months Ended September 30,
(In thousands, except per share data)													(In thousands, except per share data)	2023		2022		2023		2022
Interest and dividend income:													Interest and dividend income:
Interest and fees on loans													Interest and fees on loans	$	169,274	$	124,992	$	483,676	$	333,595
Taxable interest and dividends on securities													Taxable interest and dividends on securities	24,191		29,280		77,451		88,277
Non-taxable interest and dividends on securities													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													Interest on federal funds sold and other short-term investments	7,269		1,638		27,384		2,726
Total interest and dividend income													Total interest and dividend income	202,168		157,827		592,813		430,183
Interest expense:													Interest expense:
Interest on deposits													Interest on deposits	59,607		4,781		158,686		11,164
Interest on borrowings													Interest on borrowings	5,356		867		17,025		959
Total interest expense													Total interest expense	64,963		5,648		175,711		12,123
Net interest income													Net interest income	137,205		152,179		417,102		418,060
Provision for allowance for loan losses													Provision for allowance for loan losses	7,328		6,480		14,854		7,045
Net interest income after provision for allowance for loan losses													Net interest income after provision for allowance for loan losses	129,877		145,699		402,248		411,015
Noninterest income (loss):													Noninterest income (loss):
Service charges on deposit accounts													Service charges on deposit accounts	7,403		6,708		21,117		23,558
Trust and investment advisory fees													Trust and investment advisory fees	6,235		5,832		18,136		17,967
Debit card processing fees													Debit card processing fees	3,388		3,249		10,071		9,417
Interest rate swap income													Interest rate swap income	1,695		1,562		2,112		6,087
(Losses) income from investments held in rabbi trusts													(Losses) income from investments held in rabbi trusts	(1,523)		(2,248)		4,336		(13,997)
Losses on sales of commercial and industrial loans													Losses on sales of commercial and industrial loans	(2,651)		—		(2,651)		—
(Losses) gains on sales of mortgage loans held for sale, net													(Losses) gains on sales of mortgage loans held for sale, net	(164)		22		(288)		240
Losses on sales of securities available for sale, net													Losses on sales of securities available for sale, net	—		(198)		(333,170)		(2,474)
Other													Other	4,774		4,597		15,845		13,527
Total noninterest income (loss)													Total noninterest income (loss)	19,157		19,524		(264,492)		54,325
Noninterest expense:													Noninterest expense:
Salaries and employee benefits													Salaries and employee benefits	60,898		61,292		185,264		171,525
Office occupancy and equipment													Office occupancy and equipment	8,641		8,880		26,797		28,804
Data processing													Data processing	13,443		12,242		38,555		39,711
Professional services		4,396			3,966			8,085			7,104		Professional services	7,125		4,218		13,277		11,510
Charitable contributions		2,797			3,683			3,984			7,331
Marketing		1,645			2,683			4,113			4,406
Marketing expenses													Marketing expenses	1,765		2,118		4,899		6,262
Loan expenses		2,036			886			3,148			1,551		Loan expenses	1,082		2,211		3,292		5,757
FDIC insurance		944			927			1,850			1,800		FDIC insurance	2,808		1,578		8,388		4,710
Amortization of intangible assets		701			886			1,403			1,773		Amortization of intangible assets	504		299		1,299		899
Net periodic benefit cost, excluding service cost		(2,443	)		(1,334	)		(4,885	)		(2,668	)
Other		6,559			8,214			13,827			16,662		Other	5,482		2,927		15,802		6,888

Total noninterest expense		100,765			101,570			195,937			206,399		Total noninterest expense	101,748		95,765		297,573		276,066

Income before income tax expense		37,047			46,085			46,790			88,728
Income tax expense		7,197			11,032			8,495			20,710

Net Income	$	29,850		$	35,053		$	38,295		$	68,018

Income (loss) from continuing operations before income tax expense (benefit)													Income (loss) from continuing operations before income tax expense (benefit)	47,286		69,458		(159,817)		189,274
Income tax (benefit) expense													Income tax (benefit) expense	(16,178)		16,650		(65,619)		43,681
Net income (loss) from continuing operations													Net income (loss) from continuing operations	$	63,464	$	52,808	$	(94,198)	$	145,593
Net (loss) income from discontinued operations													Net (loss) income from discontinued operations	(4,351)		1,969		7,872		11,872
Net income (loss)													Net income (loss)	$	59,113	$	54,777	$	(86,326)	$	157,465
Basic earnings (loss) per share:													Basic earnings (loss) per share:
Basic earnings (loss) per share from continuing operations													Basic earnings (loss) per share from continuing operations	$	0.39	$	0.32	$	(0.58)	$	0.87
Basic (loss) earnings per share from discontinued operations													Basic (loss) earnings per share from discontinued operations	(0.03)		0.01		0.05		0.07
Basic earnings (loss) per share													Basic earnings (loss) per share	$	0.36	$	0.33	$	(0.53)	$	0.94
Diluted earnings (loss) per share:													Diluted earnings (loss) per share:
Diluted earnings (loss) per share from continuing operations													Diluted earnings (loss) per share from continuing operations	$	0.39	$	0.32	$	(0.58)	$	0.87
Diluted (loss) earnings per share from discontinued operations													Diluted (loss) earnings per share from discontinued operations	(0.03)		0.01		0.05		0.07
Diluted earnings per share													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 ~~BANK CORPORATION~~

BANKSHARES, INC.

UNAUDITED CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME

   Three Months Ended June 30,    Six Months Ended June 30,
   2020 2019    2020    2019
   (In Thousands)
Net income
   $ 29,850 $ 35,053    $ 38,295    $ 68,018






Other comprehensive income, net of tax:

Net change in fair value of securities available for sale
   287 10,134    26,479    35,124
Net change in fair value of cash flow hedges
   (2,645 ) 11,375    26,430    15,377
Net change in other comprehensive income for defined benefit postretirement plans
   3,404 —      3,404    —






Total other comprehensive income
   1,046 21,509    56,313    50,501






Total comprehensive income
   $ 30,896 $ 56,562    $ 94,608    $ 118,519


	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 ~~BANK CORPORATION~~

BANKSHARES, INC.

UNAUDITED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

   Retained
Earnings Accumulated
Other
Comprehensive
Income Total
   (In Thousands)
Balance at December 31, 2019
   $ 1,644,000 $ (43,847 ) $ 1,600,153
Cumulative effect accounting adjustment ⁽¹⁾
   (1,131 ) (1,131 )
Net income
   8,445 —   8,445
Other comprehensive income, net of tax
   —   55,267 55,267


Balance at March 31, 2020
   $ 1,651,314 $ 11,420 $ 1,662,734


Net income
   29,850 —   29,850
Other comprehensive income, net of tax
   —   1,046 1,046


Balance at June 30, 2020
   $ 1,681,164 $ 12,466 $ 1,693,630


Balance at December 31, 2018
   $ 1,508,902 $ (75,761 ) $ 1,433,141
Net income
   32,965 —   32,965
Other comprehensive income, net of tax
   —   28,992 28,992


Balance at March 31, 2019
   $ 1,541,867 $ (46,769 ) $ 1,495,098


Net income
   35,053 —   35,053
Other comprehensive income, net of tax
   —   21,509 21,509


Balance at June 30, 2019
   $ 1,576,920 $ (25,260 ) $ 1,551,660

~~(1)~~

Represents cumulative impact on retained earnings pursuant to the Company’s adoption of Accounting Standards Update 2016-02 Leases. The transition adjustment to the opening balance of retained earnings on January 1, 2020 amounted to $1.1 million, net of tax, related to an incremental accrued rent adjustment calculated as a result of electing the hindsight practical expedient.

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 ~~BANK CORPORATION~~

BANKSHARES, INC.

UNAUDITED CONSOLIDATED STATEMENTS OF ~~CASH FLOWS~~

   Six Months Ended June 30,
   2020 2019
   (In Thousands)
Operating activities

Net income
   $ 38,295 $ 68,018
Adjustments to reconcile net income to net cash provided by operating activities

Provision for loan losses
   37,200 4,500
Depreciation and amortization
   8,471 9,781
Change in unamortized net loan costs and premiums
   (3,155 ) 2,501
Deferred income tax expense (benefit)
   1,773 6,052
Amortization of investment security premiums and discounts
   1,656 1,502
Right-of-use asset amortization
   6,042 —
Increase in cash surrender value of bank-owned life insurance
   (1,155 ) (1,092 )
Gain on life insurance benefits
   (147 ) —
Net gain on sale of securities available for sale
   (285 ) (2,016 )
Net gain on sale of mortgage loans held for sale
   (1,513 ) (209 )
Mark-to-market on loans held for sale
   19 —
Proceeds from sale of loans held for sale
   172,872 53,104
Originations of loans held for sale
   (174,324 ) (54,857 )
Amortization of gains from terminated interest rate swaps
   (373 ) —
Loss on sale of premises and equipment
   —   131
Change in:

Trading securities
   961 51,444
Prepaid pension expense
   (28,432 ) (15,515 )
Other assets
   (133,413 ) (30,070 )
Other liabilities
   77,509 (8,620 )


Net cash provided by operating activities
   2,001 84,654


Investing activities

Proceeds from sales of securities available for sale
   9,098 47,986
Proceeds from maturities and principal paydowns of securities available for sale
   153,542 85,226
Purchases of securities available for sale
   (171,226 ) (35,981 )
Proceeds from sale of Federal Home Loan Bank stock
   749 31,862
Purchases of Federal Home Loan Bank stock
   (527 ) (27,453 )
Contributions to low income housing tax credit investments
   (7,435 ) (946 )
Distributions from low income housing tax credit investments
   —   3
Contributions to other equity investments
   (1,092 ) —
Distributions from equity investments
   54 15
Net increase in outstanding loans
   (997,881 ) (176,135 )
Purchased banking premises and equipment, net
   (2,146 ) (3,780 )


Net cash used in investing activities
   (1,016,864 ) (79,203 )


Financing activities

Net increase in demand, savings, interest checking, and money market investment deposit accounts
   2,315,592 107,136
Net decrease in time deposits
   (20,219 ) (65,525 )
Net decrease in borrowed funds
   (206,240 ) (14,714 )
CHANGES IN SHAREHOLDERS’ EQUITY

Contingent consideration paid
   (158 ) (447 )
Payment of initial public offering costs
   (4,153 ) —


Net cash provided by financing activities
   2,084,822 26,450


Net increase in cash, cash equivalents, and restricted cash
   1,069,959 31,901
Cash, cash equivalents, and restricted cash at beginning of period
   362,602 259,708


Cash, cash equivalents, and restricted cash at end of period
   $ 1,432,561 $ 291,609


Supplemental disclosure of cash flow information

Cash paid during the period for:

Interest paid
   $ 10,533 $ 17,697
Income taxes
   14,976 20,335
Non-cash activities

Net increase in capital commitments relating to low income housing tax credit projects
   $ 13,214 $ —
Initial recognition of operating lease right-of-use assets upon adoption of Accounting Standards Update 2016-02
   92,948 —
Initial recognition of operating lease liabilities upon adoption of Accounting Standards Update 2016-02
   96,426 —

Nine Months Ended September 30, 2023 and 2022


	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, 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)	—	—		—		(20,098)		—		—		(20,098)
Dividends to common shareholders	—	—		—		(50,263)		—		—		(50,263)
Repurchased common stock	(8,564,338)	(86)		(170,685)		—		—		—		(170,771)
Issuance of restricted stock awards	31,559	1		(1)		—		—		—		—
Share-based compensation	—	—		8,092		—		—		—		8,092
Net income	—	—		—		157,465		—		—		157,465
Other comprehensive loss, net of tax	—	—		—		—		(922,122)		—		(922,122)
ESOP shares committed to be released	—	—		3,749		—		—		3,759		7,508
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	176,172,073	$	1,762	$	1,649,141	$	1,881,775	$	(923,192)	$	(137,696)	$	2,471,790
Cumulative effect of accounting adjustment (2)	—	—		—		822		—		—		822
Dividends to common shareholders	—	—		—		(49,046)		—		—		(49,046)
Issuance of restricted stock awards	47,820	1		(1)		—		—		—		—
Issuance of common stock under share-based compensation arrangements (3)	156,782	3		(1,167)		—		—		—		(1,164)
Share-based compensation	—	—		11,387		—		—		—		11,387
Net loss	—	—		—		(86,326)		—		—		(86,326)
Other comprehensive income, net of tax	—	—		—		—		93,610		—		93,610
ESOP shares committed to be released	—	—		1,776		—		—		3,704		5,480
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 ~~BANK CORPORATION~~

BANKSHARES, INC.

UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS

Nine Months Ended September 30,
(In thousands) 2023 2022
Operating activities
Net (loss) income from continuing operations $ (94,198) $ 145,593
Net income from discontinued operations 7,872 11,872
Net (loss) income (86,326) 157,465
Adjustments to reconcile net income to net cash provided by operating activities
Provision for allowance for loan losses 14,854 7,045
Depreciation and amortization 9,041 8,923
Impairment of right-of-use assets 395 604
Amortization (accretion) of deferred loan fees and premiums, net 4,394 (3,499)
Deferred income tax (benefit) expense (96,622) 12,096
Amortization of investment security premiums and discounts, net 5,123 15,251
Right-of-use asset amortization 8,191 8,634
Share-based compensation 11,387 8,092
Increase in cash surrender value of bank-owned life insurance (2,910) (2,747)
Loss on sale of securities available for sale, net 333,170 2,474
Net gain on bank premises and equipment — (1,423)
Accretion of gains from terminated interest rate swaps (46) (9,653)
Employee Stock Ownership Plan expense 5,480 7,508
Realized loss on sales of commercial loans (1) 2,505 —
Other 138 662
Change in:
Loans held for sale 2,881 245
Prepaid pension expense 3,607 (8,599)
Other assets (2,197) 73,400
Other liabilities (8,532) (60,025)
Net cash provided by operating activities - continuing operations 196,661 204,581
Net cash provided by operating activities - discontinued operations 12,271 21,923
Net cash provided by operating activities 208,932 226,504
Investing activities
Proceeds from sales of securities available for sale 1,899,724 400,543
Proceeds from maturities and principal paydowns of securities available for sale 329,795 880,145
Purchases of securities available for sale — (740,770)
Proceeds from maturities and principal paydowns of securities held to maturity 21,106 11,968
Purchases of securities held to maturity — (493,678)
Proceeds from sale of Federal Home Loan Bank stock 239,565 16,214
Purchases of Federal Home Loan Bank stock (235,327) (24,024)
Contributions to low income housing tax credit investments (26,916) (14,967)
Contributions to other equity investments (720) (450)
Distributions from other equity investments 253 762
Net increase in outstanding loans, excluding loan purchases (524,790) (546,296)
Proceeds from sales of commercial loans 189,296 —
Purchases of loans (31,980) (79,880)
Proceeds from life insurance policies — 20,446
Purchased banking premises and equipment (4,290) (6,381)
Proceeds from sale of premises held for sale — 17,313
Net cash provided by (used in) investing activities - continuing operations 1,855,716 (559,055)
Net cash used in investing activities - discontinued operations (47) (13,400)
Net cash provided by (used in) investing activities 1,855,669 (572,455)
Financing activities
Net decrease in demand, savings, interest checking, and money market investment deposit accounts (2,398,397) (725,125)
Net increase (decrease) in time deposits 848,207 (169,805)
Net (decrease) increase in borrowed funds (25,456) 388,440
Payments for repurchases of common stock — (170,771)
Dividends declared and paid to common shareholders (48,691) (49,759)

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.
11
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EASTERN BANKSHARES, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

1. Corporate Structure and Nature of ~~the Business and~~Operations; Basis of Presentation

Corporate Structure and Nature of Operations

Eastern ~~Bank Corporation~~Bankshares, Inc., a Massachusetts corporation (the “Company”), is a ~~Massachusetts-chartered mutual~~ 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~~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’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 insurance agency business.

The activities of the Company are subject to the regulatory supervision of the Board of Governors of the Federal Reserve ~~Board.~~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 (“CFPB”).~~Bureau. The Company and the activities of the Bank and its subsidiaries are also subject to various Massachusetts, ~~and~~ New Hampshire and Rhode Island business and banking regulations and, with regard to Eastern Insurance Group, applicable insurance regulations.

Basis of Presentation

The ~~consolidated financial statements~~Company’s 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 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.

~~The Company’s consolidated financial statements~~

Certain previously reported amounts have been ~~prepared in conformity with accounting principles generally accepted~~reclassified to conform to the current period’s 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 ~~United States~~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 as of September 30, 2023, the Consolidated Statements of Income and Comprehensive Income and of Changes in Shareholders’ Equity for the three and nine months ended September 30, 2023 and 2022 and Statements of Cash Flows for the nine months ended September 30, 2023 and 2022 are unaudited. The Consolidated Balance Sheet as of December 31, 2022 was derived from the Audited Consolidated Financial Statements as of that date. The interim Consolidated Financial Statements and the accompanying notes should be read in conjunction with the annual 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, 2022 (“~~GAAP”~~2022 Form 10-K”), as ~~set forth by~~filed with the SEC. In the opinion of management, the Company’s Consolidated Financial ~~Accounting Standards Board (“FASB”) and its Accounting Standards Codification and Accounting Standards Update as well as the rules and interpretive releases~~Statements reflect all adjustments, which include only normal recurring adjustments, necessary for a fair statement of the ~~Securities~~results of operations for the periods presented. The results for the three and ~~Exchange Commission (“SEC”) under~~nine months ended September 30, 2023 are not necessarily indicative of results to be expected for the ~~authority of federal securities laws.~~

year ending December 31, 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, 2023 and those that were adopted during the nine months ended September 30, 2023. For a full discussion of significant accounting policies, refer to the Notes to the Consolidated Financial Statements included within the Company’s 2022 Form 10-K.

Use of Estimates

In preparing the ~~consolidated financial statements,~~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 ~~loan~~credit losses, valuation and fair value measurements, ~~other-than-temporary impairment on investment securities,~~ the liabilities for benefit obligations (particularly pensions), the provision for income taxes and impairment of goodwill and other intangibles.

~~Unaudited Interim Financial Information~~

The accompanying consolidated balance sheet as of June 30, 2020, the consolidated statements of income and comprehensive income, of changes in equity and of cash flows for the three and six months ended June 30, 2020 and 2019 are unaudited. The consolidated balance sheet as of December 31, 2019 was derived from the audited consolidated financial statements as of that date. The interim consolidated financial statements and the accompanying notes should be read in conjunction with the annual consolidated financial statements and the accompanying notes contained within the Company’s prospectus, filed with the Securities and Exchange Commission pursuant to Rule 424(b)(3) on August 18, 2020. In the opinion of management, the Company’s 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 six months ended June 30, 2020 are not necessarily indicative of results to be expected for the year ending December 31, 2020, any other interim periods, or any future year or period.

~~Leases~~

On January 1, 2020, the Company adopted Accounting Standards Update (‘ASU”) 2016-02, “Leases” (“Topic 842”), using the modified retrospective method. The new guidance was applied to leases that existed or were entered into on or after January 1, 2020. The Company’s results for the reporting period beginning on January 1, 2020 have been presented under Topic 842, while prior period amounts have not been adjusted and continue to be reported in accordance with previous guidance. See “Note 5 – Leases” for further discussion of the adoption and the impact on the Company’s consolidated financial statements.

Recent Accounting Pronouncements

Relevant standards that were recently issued but not yet adopted as of ~~June~~September 30, ~~2020:~~

2023:

In March ~~2020,~~2023, the FASB issued ASU ~~2020-4,~~ ~~Reference Rate Reform~~2023-02, Investments–Equity Method and Joint Ventures (Topic ~~848).~~ ~~This update addresses optional expedients and exceptions~~323): Accounting 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 referenceInvestments in Tax Credit Structures Using 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 existing as of December 31, 2022, that 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 do not apply to contract modifications made after December 31, 2022. The Company qualifies as an emerging growth company (“EGC”) under the Jumpstart Our Business Act of 2012 and has elected to defer the adoption of new or revised accounting standards until the nonpublic company effective dates. As such, the Company will adopt this standard on the nonpublic company effective date and is currently in the process of reviewing its contracts and existing processes in order to assess the risks and potential impact of the transition away from LIBOR.

~~In June 2016, FASB issued~~ Proportional Amortization Method (“ASU ~~2016-13,~~ ~~Financial Instruments–Credit Losses on Financial Instruments and relevant amendments~~ ~~(Topic 326) (“ASU 2016-13”~~2023-02”). This update ~~was created~~permits reporting entities to ~~replace~~elect to account for their tax equity investments, regardless of the ~~current GAAP~~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 ~~calculating credit losses Specifically,~~ the ~~standard replaces~~underlying project.

3.Substantially all of the ~~existing incurred loss impairment guidance by requiring immediate recognition of expected credit losses. For financial assets carried at amortized cost that~~projected benefits are ~~held at the reporting date (including trade~~from income tax credits and other ~~receivables, loans and commitments, held-to-maturity debt securities~~income tax benefits. Projected benefits include income tax credits, other income tax benefits, and other ~~financial assets). Credit losses~~non-income-tax-related benefits. The projected benefits are ~~measured~~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 ~~historical experience, current conditions~~the cash flows from the income tax credits and ~~reasonable supportable forecasts.~~ other income tax benefits is positive.

5.The ~~standard also amends~~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 ~~impairment guidance~~accounting standards, the proportional amortization method is allowable only for ~~available for sale securities,~~equity investments in ~~which~~low-income-housing tax credit ~~losses will be recorded as~~structures. Under the proportional amortization method, an ~~allowance versus a write-down~~entity amortizes the initial cost of the ~~amortized cost basis of~~investment in proportion to the ~~security. It will also allow for a reversal of impairment loss when~~income tax credits and other income tax benefits received and recognizes 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. The amendments in Update No. 2018-19 was 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, 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~~net amortization and income tax credits and other income tax benefits in the ~~valuation~~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 ~~purchased financial assets with~~its investments in low-income-housing tax credit ~~deterioration. In addition,~~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 ~~this update clarify and improve various aspects of the guidance for~~ ASU ~~2016-13.~~

~~For public entities that meet the definition of an SEC filer (excluding smaller reporting entities) the guidance is~~2023-02 are effective for ~~annual reporting periods~~fiscal years beginning after December 15, ~~2019.~~2023, including interim periods within those fiscal years. Early adoption is permitted for all entities asin 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 were effective for fiscal years beginning after December 15, ~~2018.~~2022. For all other entities, the ~~guidance is~~amendments are effective for ~~annual reporting periods~~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 adoption of this standard on January 1, 2023 did not have a material impact on 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. 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 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 ~~Company, which currently qualifies as an EGC, anticipates to early adopt this standard during the year ending~~amendments on ~~December 31, 2021~~TDR disclosures and is currently assessing the impact of the adoption of this standard on its consolidated financial statements. To date, the Company has been assessing the key differences and gaps between its current allowance methodology and model and those it is considering using upon adoption. The Company has contracted with a vendor and is currently assessing the adequacy of existing loss data and developing models for default and loss estimates. While currently unable to reasonably estimate the impact of adopting this ASU, it is expected that the impact of adoption willvintage disclosures should be ~~influenced by the composition, characteristics and quality of the loan and securities portfolios as well as the prevailing economic conditions and forecasts as of the adoption date.~~

~~Relevant standards that were~~ adopted ~~during the six months ended June 30, 2019 and 2020:~~

~~In accordance with the nonpublic company requirements,~~prospectively. On January 1, 2023, the Company adopted ~~ASC 606~~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, 2019. In completing its assessment of the Company’s revenue streams within the scope of ASC 606, the Company did not identify any revenue sources for which the timing of recognition needed to change under the new standard.2023. The adoption of this standard ~~on January 1, 2019~~ did not have a material impact on the Company’s ~~consolidated financial statements, its current~~Consolidated Financial Statements.

Significant Accounting Policies

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The adoption of ASU 2022-02 resulted in changes in the Company’s accounting policies and ~~practices, or~~estimates as it relates to loans receivable and the ~~timing or amount~~allowance for loan losses. The following describes the changes to the Company’s significant accounting policies from December 31, 2022, that resulted from the adoption of ~~revenue recognized. As~~ASU 2022-02:

Allowance for Loan Losses - Loans Held for Investment

Modifications of Loans to Borrowers Experiencing Financial Difficulty

The amendments in ASU 2022-02 eliminated the accounting guidance for TDRs by creditors in Subtopic 310-40, Receivables—Troubled Debt Restructurings by Creditors, while enhancing disclosure requirements for certain loan refinancings and restructurings by creditors when a borrower is experiencing financial difficulty. Thus, as a result no adjustment has been made to retained earnings. Additionally, the Company evaluated and made necessary changes, where appropriate, to business processes, systems, and internal controls in order to support the recognition, measurement, and disclosure requirements of the new standard. The Company also considered the impact of ASC 606 subtopic ASC 340-40. Under ASC 340-40, the Company is required to capitalize and amortize incremental costs of obtaining a contract, such as sales commissions, over the period of benefit. The Company does not pay sales commissions and has not identified any other incremental cost to obtain a contract, therefore ASC 340-40 had no impact to its consolidated financial statements.

~~In February 2016, the FASB issued ASU 2016-02,~~ ~~Leases (Topic 842)~~ ~~(“ASU 2016-02”). Topic 842 was subsequently amended by ASU 2018-01,~~ ~~Land Easement Practical Expedient for Transition to Topic 842~~ ~~(“ASU 2018-01”); ASU 2018-10,~~ ~~Codification Improvements to Topic 842, Leases~~ ~~(“ASU 2018-10”); ASU 2018-11,~~ ~~Targeted Improvements~~ ~~(“ASU 2018-11”); and ASU 2018-20~~ ~~Leases (Topic 842): Narrow-Scope Improvements for Lessors~~ ~~(“ASU 2018-20”). ASU 2018-01 permits an entity to elect an optional transition practical expedient to not evaluate under Topic 842 land easements that exist or expired before the entity’s~~ adoption of Topic 842 and that were not previously accounted for as leases under Topic 840. ASU 2018-10 was issued to clarify the Codification or to correct unintended application of guidance within ASU 2016-02. ASU 2018-11 allows for an optional transition method in which the provisions of Topic 842 would be applied upon the adoption date and would not have to be retroactively applied to the earliest reporting period presented in the consolidated financial statements. Lastly, ASU 2018-20 provided narrow-scope improvements for lessors, which was issued to increase transparency and comparability among organizations. ASU 2016-02 and the several additional amendments thereto are collectively referred to herein as ASC 842.

ASC 842 sets out the principles for the recognition, measurement, presentation and disclosure of leases for both parties to a contract (i.e., lessees and lessors). The standard represents a wholesale change to lease accounting and requires all leases with a term longer than 12 months to be reported on the balance sheet through recognition of a right-of-use asset and a corresponding liability for future lease obligations. Leases will be classified as financing or operating, with classification affecting the pattern and grouping of expenses in the income statement. The standard also requires extensive disclosures for assets, expenses, and cash flows associated with leases, as well as a maturity analysis of lease liabilities. In November 2019, FASB issued guidance delaying the effective date for all entities except for public business entities that are SEC filers. For public business entities the guidance is effective for fiscal year beginning after December 15, 2018, for all other entities the guidance is effective for fiscal year beginning after December 15, 2020, early adoption is permitted for all entities.

~~The Company early adopted~~ this standard on January 1, ~~2020. In accordance with ASU 2018-11,~~2023, rather than applying the recognition and measurement guidance for TDRs, the Company ~~used~~now applies the ~~effective date as~~loan refinancing and restructuring guidance codified in paragraphs 310-20-35-9 through 35-11 of the ~~date~~Accounting Standards Codification to determine whether a modification results in a new loan or a continuation of ~~application~~an existing loan.

Modifications to borrowers experiencing financial difficulty include principal forgiveness, interest rate reductions, term extensions, other-than-insignificant payment delays and ~~therefore, periods prior~~combinations thereof. Expected losses or recoveries related to ~~January 1, 2020,~~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 ~~restated. The new standard provides a number of optional practical expedients in transition. The Company elected the “package of practical expedients”, which permits~~modified. As previously indicated, the Company ~~to not reassess prior conclusions about lease identification, lease classification,~~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 initial direct costs under ASC 842. The Company also elected the hindsight practical expedient and, therefore, used the hindsight knowledge as of the effective date when determining lease terms and impairment. In addition, the Company elected the practical expedient to not separate lease and non-lease components and, therefore, accounts for each separate lease component of a contract and its associated non-lease components as a single lease component. The new standard also provides a practical expedient for an entity’s ongoing accounting relating to leases of 12 months or less (“short-term leases”). The Company has elected the short-term lease recognition exemption for all leases that qualify and will not recognize right-of-use assets and lease liabilities for those leases. The adoption of this standard resulted in the recognition of right-of-use asset and lease liabilities on the Company’s balance sheet for itsresidential real estate and ~~equipment operating leases~~consumer home equity loan TDRs were transitioned to the applicable segment of ~~$92.9 million and $96.4 million, respectively. The Company recorded~~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 ~~adjustment~~individual basis.

Prior to ~~remove~~ the Company’s ~~existing deferred rent liability~~adoption of ~~approximately $3.5 million. The~~ASU 2022-02, in cases where a borrower was experiencing financial difficulties and the Company ~~also recognized~~made certain concessionary modifications to contractual terms, the loan was classified as a ~~transition adjustment~~TDR. Modifications included adjustments to interest rates, extensions of maturity, consumer loans where the borrower’s obligations had been effectively discharged through Chapter 7 bankruptcy and the borrower had not reaffirmed the debt to the ~~opening balance~~Company, and other actions intended to minimize economic loss and avoid foreclosure or repossession of ~~retained earnings~~collateral. Management identified loans as TDR loans when it had a reasonable expectation that it would execute a TDR modification with a borrower. In addition, management estimated expected credit losses on ~~January 1, 2020 amounting~~a collective basis if a group of TDR loans shared similar risk characteristics. If a TDR loan’s risk characteristics were not similar to ~~$1.1 million, net~~those of ~~tax, related to an incremental accrued rent adjustment calculated as a result~~any of ~~electing~~ the ~~hindsight practical expedient.~~Company’s other TDR loans, expected credit losses on the TDR loan were measured individually. The ~~amount of right-of-use assets were determined based upon~~impairment analysis discounted the present value of the ~~remaining minimal rental payments under current leasing standards~~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 was collateral dependent. The amount of credit loss, if any, was recorded as a specific loss allocation to each individual loan or as a loss allocation to the pool of loans, for ~~existing operating leases, adjusted~~those loans for ~~options~~which credit loss was 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 had been classified as a TDR and which subsequently defaulted was reviewed to determine if the ~~Company is reasonably certain~~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 was determined by measuring the recorded investment in the loan against the fair value of the collateral less costs to ~~exercise, less accrued rent~~sell.

Refer to Note 4, “Loans and Allowance for Credit Losses” for additional information regarding the Company’s measurement of the allowance for loan losses as of September 30, 2023 and information regarding the Company’s TDR loans as of December 31, ~~2019~~2022 and for the incremental accrued rent as a result of electing the hindsight practical expedient. Lastly, the amount of lease liabilities was determined based upon the present value of the remaining minimum rental payments under current leasing standards for existing operating leases, adjusted for options that the Company is reasonably certain to exercise.

~~In August 2018, the FASB issued ASU 2018-13,~~ ~~Fair Value Measurement (Topic 820) Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement~~ ~~(“ASU 2018-13”)~~. ~~This update modifies the disclosure requirements related to the fair value measurements in Topic 820. Specifically, this update amends disclosure around changes in unrealized gains~~three and losses, the range and weighted average of significant unobservable inputs used in Level 3 fair value measurements and the description of measurement uncertainty. The Company adopted ASU 2018-13 on January 1, 2020. This update did not have a material impact on its consolidated financial statements.

nine months ended September 30, 2022.

~~In October 2018, the FASB issued ASU 2018-16,~~ ~~Derivatives and Hedging (Topic 815): Inclusion of the Secured Overnight Financing Rate (SOFR) Overnight Index Swap (OIS) Rate as a Benchmark Interest Rate for Hedge Accounting Purposes~~ (“ASU 2018-16”). This update permits the use of the Overnight Index Swap (“OIS”) rate based on the Secured Overnight Financing Rate (“SOFR”) as a U.S. benchmark interest rate for hedge accounting purposes under Topic 815. The amendments should be adopted on a prospective basis for qualifying new or re-structured hedging relationships entered into on or after the date of adoption. The Company adopted this standard on January 1, 2020. This update did not have a material impact on its consolidated financial statements

3. Securities

~~Trading Securities~~

The Company had trading securities of $0 and $1.0 million as of June 30, 2020 and December 31, 2019, respectively. The reduction in the Company’s trading portfolio was due to the Company’s exit of its capital markets business during the year ended December 31, 2019.

Available for Sale Securities

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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 $9.7 million and $12.9 million as of September 30, 2023 and December 31, 2022, respectively, and is included within other assets on the Consolidated Balance Sheets. The Company did not record any write-offs of accrued interest 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 during the nine and twelve month periods then ended.

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


	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 the 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, 2023
		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
	(Dollars in thousands)
Government-sponsored residential mortgage-backed securities	324	$	—	$	—	$	679,833	$	2,700,630	$	679,833	$	2,700,630
Government-sponsored commercial mortgage-backed securities	188	—		—		254,067		1,089,120		254,067		1,089,120
U.S. Agency bonds	23	—		—		28,184		207,965		28,184		207,965
U.S. Treasury securities	6	104		4,854		6,171		88,365		6,275		93,219
State and municipal bonds and obligations	242	5,216		48,268		22,171		122,316		27,387		170,584
	783	$	5,320	$	53,122	$	990,426	$	4,208,396	$	995,746	$	4,261,518


	As of December 31, 2022
		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
	(Dollars in thousands)
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	199	38,944		300,476		182,221		1,048,478		221,165		1,348,954
U.S. Agency bonds	37	645		4,145		147,764		948,337		148,409		952,482
U.S. Treasury securities	5	1,311		48,451		4,956		44,606		6,267		93,057
State and municipal bonds and obligations	237	14,942		179,614		14		225		14,956		179,839
Other debt securities	2	—		—		14		1,285		14		1,285
	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 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, 2023 or December 31, 2022.

The causes of the impairments listed in the tables above by category are as follows as of September 30, 2023 and December 31, 2022:

•Government-sponsored mortgage-backed securities, U.S. Agency bonds and U.S. Treasury securities – The securities with unrealized losses in 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 – As of December 31, 2022, there were two securities included in this portfolio in an unrealized loss position which consisted of two foreign debt securities. Both securities were performing in

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accordance with the terms of their respective contractual agreements. The decline in market value of these securities was 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 held to maturity (“HTM”) securities as of the dates indicated were as follows:

   As of and for the six months ended June 30, 2020
   Amortized
Cost    Unrealized
Gains    Unrealized
Losses    Fair
Value
   (In Thousands)
Debt securities:

Government-sponsored residential mortgage-backed securities
   $ 1,207,274    $ 44,750    $ (225 )    $ 1,251,799
U.S. Treasury securities
   60,189    747    —      60,936
State and municipal bonds and obligations
   264,615    16,725    —      281,340
Qualified zone academy bond
   6,209    70    —      6,279








   $ 1,538,287    $ 62,292    $ (225 )    $ 1,600,354

   As of and for the year ended December 31, 2019
   Amortized
Cost    Unrealized
Gains    Unrealized
Losses    Fair
Value
   (In Thousands)
Debt securities:

Government-sponsored residential mortgage-backed securities
   $ 1,151,305    $ 17,208    $ (545 )    $ 1,167,968
U.S. Treasury securities
   50,155    265    —      50,420
State and municipal bonds and obligations
   272,582    10,959    (3 )    283,538
Qualified zone academy bond
   6,155    155    —      6,310








   $ 1,480,197    $ 28,587    $ (548 )    $ 1,508,236

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 $ 260,271 $ — $ (40,723) $ — $ 219,548
Government-sponsored commercial mortgage-backed securities 195,629 — (27,523) — 168,106
$ 455,900 $ — $ (68,246) $ — $ 387,654


	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. 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 during the 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 ~~available for sale~~AFS and HTM securities by contractual maturities as of ~~June~~September 30, ~~2020~~2023 and December 31, ~~2019~~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 ~~available for sale~~AFS and HTM securities as of the dates indicated were as follows:

As of June 30, 2020
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 Fair Value Amortized Fair Value Amortized Fair Value Amortized Fair Value Amortized Fair Value
(In Thousands)
Available for sale securities:

Government-sponsored residential mortgage-backed securities
$ —   $ —   $ 24,413 �� $ 25,733 $ 150,726 $ 157,290 $ 1,032,135 $ 1,068,776 $ 1,207,274 $ 1,251,799
U.S. Treasury securities
50,070 50,778 10,119 10,158 —   —   —   —   60,189 60,936
State and municipal bonds and obligations
407 411 18,205 18,966 73,890 77,868 172,113 184,095 264,615 281,340
Qualified zone academy bond
6,209 6,279 —   —   —   —   —   —   6,209 6,279

Total available for sale securities
$ 56,686 $ 57,468 $ 52,737 $ 54,857 $ 224,616 $ 235,158 $ 1,204,248 $ 1,252,871 $ 1,538,287 $ 1,600,354

As of December 31, 2019
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 Fair Value Amortized Fair Value Amortized Fair Value Amortized Fair Value Amortized Fair Value
(In Thousands)
Available for sale securities:

Government-sponsored residential mortgage-backed securities
$ —   $ —   $ 8,139 $ 8,464 $ 199,428 $ 203,706 $ 943,738 $ 955,798 $ 1,151,305 $ 1,167,968
U.S. Treasury securities
40 40 50,115 50,380 —   —   —   —   50,155 50,420
State and municipal bonds and obligations
381 381 8,889 9,109 77,227 79,504 186,085 194,544 272,582 283,538
Qualified zone academy bond
6,155 6,310 —   —   —   —   —   —   6,155 6,310

Total available for sale securities
$ 6,576 $ 6,731 $ 67,143 $ 67,953 $ 276,655 $ 283,210 $ 1,129,823 $ 1,150,342 $ 1,480,197 $ 1,508,236

~~Gross realized gains from sales~~


	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
	Amortized Cost		Fair Value		Amortized Cost		Fair Value		Amortized Cost		Fair Value		Amortized Cost		Fair Value		Amortized Cost		Fair Value
	(In thousands)
AFS securities
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	—		—		164,329		145,815		475,624		398,011		703,234		545,294		1,343,187		1,089,120
U.S. Agency bonds	—		—		226,493		199,833		9,656		8,132		—		—		236,149		207,965
U.S. Treasury securities	—		—		99,494		93,219		—		—		—		—		99,494		93,219
State and municipal bonds and obligations	210		210		29,120		26,998		42,656		38,408		125,985		104,968		197,971		170,584
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
Government-sponsored residential mortgage-backed securities	—		—		—		—		—		—		260,271		219,548		260,271		219,548
Government-sponsored commercial mortgage-backed securities	—		—		—		—		195,629		168,106		—		—		195,629		168,106
Total held to maturity securities	—		—		—		—		195,629		168,106		260,271		219,548		455,900		387,654
Total	$	210	$	210	$	547,133	$	492,216	$	752,202	$	638,973	$	4,413,619	$	3,517,773	$	5,713,164	$	4,649,172

Table of ~~available for sale~~Contents


	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
	Amortized Cost		Fair Value		Amortized Cost		Fair Value		Amortized Cost		Fair Value			Amortized Cost		Fair Value		Amortized Cost		Fair Value
	(In thousands)
AFS securities
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	—		—		191,762		171,992		649,659		556,641			728,698		620,321		1,570,119		1,348,954
U.S. Agency bonds	—		—		877,371		767,464		223,520		185,018			—		—		1,100,891		952,482
U.S. Treasury securities	—		—		99,324		93,057		—		—			—		—		99,324		93,057
State and municipal bonds and obligations	213		209		22,100		21,283		42,554		40,970			133,172		120,630		198,039		183,092
Other debt securities	1,299		1,285		—		—		—		—			—		—		1,299		1,285
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
Government-sponsored residential mortgage-backed securities	—		—		—		—		—		—			276,493		246,343		276,493		246,343
Government-sponsored commercial mortgage-backed securities	—		—		—		—		200,154		176,883		0	—		—		200,154		176,883
Total held to maturity securities	—		—		—		—		200,154		176,883			276,493		246,343		476,647		423,226
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, 2023 and December 31, 2022, securities ~~were $0.2~~with a carrying value of $429.0 million and ~~$2.0~~$437.9 million, ~~during~~respectively, were pledged to secure public deposits and for other purposes required by law. As of September 30, 2023 and December 31, 2022, deposits with associated pledged collateral included cash accounts from the ~~three months ended June 30, 2020~~Company’s wealth management division (“Eastern Wealth Management”) and ~~2019, respectively,~~municipal deposit accounts.

In March 2023 the Federal Reserve created the Bank Term Funding Program (the “Program”) in order to support American businesses and ~~$0.3 million and $2.1 million during the six months ended June 30, 2020 and 2019, respectively.~~households. The ~~Company had no significant gross realized losses from sales of securities~~Program helps make available ~~for sale during both the six months ended June 30, 2020 and 2019. No other-than-temporary impairment was recorded during the six months ended June 30, 2020 and 2019.~~

~~Management prepares an estimate of the expected cash flows for investment securities available for sale that potentially may be deemed~~additional funding to eligible depository institutions in order to help assure banks have OTTI. This estimate begins with the contractual cash flows of the security. This amount is then reduced by an estimate of probable credit losses associated with the security. When estimating the extent of probable losses on the securities, management considers the credit quality and the ability to ~~pay~~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 ~~underlying issuers. Indicators~~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 ~~diminished credit quality~~September 30, 2023, securities with a carrying value of $2.5 billion were pledged as collateral through the ~~issuers include defaults, interest deferrals, or “payments in kind.” Management also considers those factors listed in~~Program. In addition, the ~~Investments – Debt and Equity Securities topic~~Company pledged securities with a carrying value of ~~the FASB ASC when estimating the ultimate realizability of the cash flows for each individual security.~~

~~The resulting estimate of cash flows after considering credit is then subject to a present value computation using a discount rate equal~~$370.3 million to the ~~current yield used~~Federal Reserve Discount Window (the “Discount Window”) as of September 30, 2023. No securities were pledged to ~~accrete~~ the ~~beneficial interest~~Program or the effective interest rate implicit in the security at the date of acquisition. If the present value of the estimated cash flows is less than the current amortized cost basis, an OTTI is considered to have occurred and the security is written down to the fair value indicated by the cash flow analysis. As part of the analysis, management considers whether it intends to sell the security or whether it is more than likely that it would be required to sell the security before the expected recovery of its amortized cost basis.

~~Information pertaining to available for sale securities with gross unrealized losses~~Discount Window as of ~~June 30, 2020 and~~ December 31, ~~2019, which the Company has not deemed to be OTTI, aggregated by investment category and length~~2022.

Table of ~~time that individual securities have been in a continuous loss position, follows:~~

   June 30, 2020
      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
   (Dollars In Thousands)
Government-sponsored residential mortgage-backed securities
   1    225    100,685    —      —      225    100,685














   1    $ 225    $ 100,685    $ —      $ —      $ 225    $ 100,685














   December 31, 2019
      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
   (Dollars In Thousands)
Government-sponsored residential mortgage-backed securities
   1    $ 545    $ 74,550    $ —      $ —      $ 545    $ 74,550
State and municipal bonds and obligations
   2    3    850    —      —      3    850














   3    $ 548    $ 75,400    $ —      $ —      $ 548    $ 75,400

The Company does not intend to sell these investments and has determined based upon available evidence that it is more likely than not that the Company will not be required to sell each security before the expected recovery of its amortized cost basis. As a result, the Company does not consider these investments to be OTTI. 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.

As a result of the Company’s review of these qualitative and quantitative factors, the causes of the impairments listed in the tables above by category are as follows as of June 30, 2020 and December 31, 2019:

•

~~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. The security at a loss position as of December 31, 2019 was subsequently in a gain position as of June 30, 2020. 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 as of December 31, 2019 have contractual terms that generally do not permit the issuer to settle the securities at a price less than the current par value of the investment. The decline in market value of these securities as of December 31, 2019 is attributable to changes in interest rates and not credit quality. These securities were subsequently in a gain position as of June 30, 2020. These bonds are investment grade and are rated AA Standard and Poor’s.

Contents

4. Loans and Allowance for ~~Loan~~Credit Losses

Loans

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

   At June 30,    At December 31,
   2020    2019
   (In thousands)
Commercial and industrial
   $ 2,271,700    $ 1,642,184
Commercial real estate
   3,584,358    3,535,441
Commercial construction
   282,246    273,774
Business banking
   1,234,961    771,498
Residential real estate
   1,400,855    1,428,630
Consumer home equity
   905,484    933,088
Other consumer
   334,734    402,431




Gross loans before unamortized premiums, unearned discounts and deferred fees
   10,014,338    8,987,046




Allowance for credit losses
   (116,636 )    (82,297 )
Unamortized premiums, net of unearned discounts and deferred fees
   (34,722 )    (5,565 )




Loans after the allowance for credit losses, unamortized premiums, unearned discounts and deferred fees
   $ 9,862,980    $ 8,899,184

September 30, 2023 December 31, 2022
(In thousands)
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 (2)(3) 219,720 194,098
Gross loans before unamortized premiums, unearned discounts and deferred fees 13,919,275 13,575,531
Allowance for loan losses (1) (155,146) (142,211)
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 $ 13,744,822 $ 13,420,317

(1)The balance of accrued interest receivable excluded from amortized cost and the calculation of the allowance for loan losses amounted to $50.8 million and $45.2 million as of September 30, 2023 and December 31, 2022, respectively, and is included within other assets on the Consolidated Balance Sheets.

(2)Automobile loans are included in the other consumer portfolio and amounted to $8.1 million and $18.1 million at September 30, 2023 and December 31, 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 ~~commercial real estate and commercial construction portfolios.~~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. ~~The ability and willingness of airplane loan borrowers to repay is generally dependent on the health of the general economy.~~

Loans Pledged as Collateral

The carrying value of loans pledged to secure advances from the ~~FHLB~~Federal Home Loan Bank (“FHLB”) of Boston (“FHLBB”) were ~~$2.1~~$4.2 billion and ~~$1.5~~$3.9 billion at ~~June~~September 30, ~~2020~~2023 and December 31, ~~2019,~~2022, respectively.

~~At June~~ The balance of funds borrowed from the FHLBB were $673.5 million and $704.1 million at September 30, ~~2020~~2023 and December 31, ~~3019,~~2022, respectively.

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

Serviced Loans

At September 30, 2023 and December 31, 2022, mortgage loans partially or wholly-owned by others and serviced by the Company amounted to approximately ~~$14.9~~$78.8 million and ~~$15.6~~$84.0 million, respectively.

Purchased Loans

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The Company began purchasing residential real estate mortgage loans during the third quarter of 2022. Loans purchased were subject to the same underwriting criteria as those loans originated directly by the Company. During the nine months ended September 30, 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 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 ~~probable~~management’s estimate of expected lifetime credit losses ~~incurred in the Company’s loan portfolio~~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.~~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 table summarizes the changes in the allowance for loan losses for the periods indicated:~~

   For the Three Months Ended
June 30,    For the Six Months Ended
June 30,
   2020    2019    2020    2019

(In thousands)

Balance at the beginning of period
   $ 109,138    $ 82,493    $ 82,297    $ 80,655
Loans charged off
   (1,264 )    (2,563 )    (3,607 )    (4,487 )
Recoveries
   162    1,232    746    1,994
Provision charged to expense
   8,600    1,500    37,200    4,500








Balance at end of period
   $ 116,636    $ 82,662    $ 116,636    $ 82,662

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, 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

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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 ~~bifurcates~~ the ~~amount~~associated gross-up of ~~allowance allocated~~$0.1 million, pursuant to ~~each loan category based~~the Company’s adoption of ASU 2016-13.

Reserve for Unfunded Commitments

Management evaluates the need for a reserve on ~~collective impairment analysis~~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 ~~loans evaluated individually~~December 31, 2022, the Company’s reserve for ~~impairment:~~

   For the Three Months Ended June 30, 2020
   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
   $ 30,531 $ 49,227 $ 4,712    $ 10,181 $ 6,228 $ 3,913 $ 4,019 $ 327 $ 109,138
Charge-offs
   (27 ) (24 ) —      (1,198 ) —   —   (15 ) —   (1,264 )
Recoveries
   58 5 —      27 13 8 51 —   162
Provision (benefit)
   2,667 5,020 104    795 328 (46 ) (293 ) 25 8,600




Ending balance
   $ 33,229 $ 54,228 $ 4,816    $ 9,805 $ 6,569 $ 3,875 $ 3,762 $ 352 $ 116,636




   For the Three Months Ended June 30, 2019
   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
   $ 20,844 $ 33,170 $ 4,225    $ 8,175 $ 7,169 $ 4,105 $ 4,390 $ 415 $ 82,493
Charge-offs
   (272 ) (169 ) —      (1,371 ) (46 ) (124 ) (581 ) —   (2,563 )
Recoveries
   908 2 —      193 12 20 97 —   1,232
Provision (benefit)
   (651 ) 583 537    1,057 (335 ) 96 418 (205 ) 1,500




Ending balance
   $ 20,829 $ 33,586 $ 4,762    $ 8,054 $ 6,800 $ 4,097 $ 4,324 $ 210 $ 82,662

   For the Six Months Ended June, 2020
   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
   $ 20,919 $ 34,730 $ 3,424    $ 8,260 $ 6,380    $ 4,027 $ 4,173 $ 384 $ 82,297
Charge-offs
   (27 ) (24 ) —      (2,535 ) —      (473 ) (548 ) —   (3,607 )
Recoveries
   380 6 —      154 73    22 111 —   746
Provision (benefit)
   11,957 19,516 1,392    3,926 116    299 26 (32 ) 37,200






Ending balance
   $ 33,229 $ 54,228 $ 4,816    $ 9,805 $ 6,569    $ 3,875 $ 3,762 $ 352 $ 116,636






Ending balance: individually evaluated for impairment
   $ 3,028 $ 230 $ 22    $ 578 $ 1,639    $ 277 $ —   $ —   $ 5,774






Ending balance: acquired with deteriorated credit quality
   $ 1,732 $ 1,066 $ —      $ —   $ 293    $ —   $ —   $ —   $ 3,091






Ending balance: collectively evaluated for impairment
   $ 28,469 $ 52,932 $ 4,794    $ 9,227 $ 4,637    $ 3,598 $ 3,762 $ 352 $ 107,771






Loans ending balance:

Individually evaluated for impairment
   $ 18,864 $ 4,920 $ 280    $ 20,301 $ 28,301    $ 5,947 $ 22 $ —   $ 78,635
Acquired with deteriorated credit quality
   3,572 5,413 —      —   3,426    —   —   —   12,411
Collectively evaluated for impairment
   2,249,264 3,574,025 281,966    1,214,660 1,369,128    899,537 334,712 —   9,923,292






Total loans by group
   $ 2,271,700 $ 3,584,358 $ 282,246    $ 1,234,961 $ 1,400,855    $ 905,484 $ 334,734 $ —   $ 10,014,338






unfunded lending commitments was $14.9 million and $13.2 million, respectively, which is recorded within other liabilities in the Company's Consolidated Balance Sheets.

   For the Six Months Ended June 30, 2019
   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
   $ 19,321 $ 32,400 $ 4,606    $ 8,167 $ 7,059 $ 4,113 $ 4,600 $ 389 $ 80,655
Charge-offs
   (272 ) (169 ) —      (2,810 ) (63 ) (124 ) (1,049 ) —   (4,487 )
Recoveries
   1,368 4 —      320 71 28 203 —   1,994
Provision (benefit)
   412 1,351 156    2,377 (267 ) 80 570 (179 ) 4,500




Ending balance
   $ 20,829 $ 33,586 4,762    $ 8,054 $ 6,800 $ 4,097 $ 4,324 $ 210 $ 82,662




Ending balance: individually evaluated for impairment
   $ 1,918 $ 40 $ —      $ 198 $ 1,663 $ 296 $ —   $ —   $ 4,115




Ending balance: acquired with deteriorated credit quality
   $ 227 $ 85 $ —      $ —   $ 213 $ —   $ —   $ —   $ 525




Ending balance: collectively evaluated for impairment
   $ 18,684 $ 33,461 $ 4,762    $ 7,856 $ 4,924 $ 3,801 $ 4,324 $ 210 $ 78,022




Loans ending balance:

Individually evaluated for impairment
   $ 21,098 $ 10,421 $ —      $ 9,043 $ 27,287 $ 4,642 $ —   $ —   $ 72,491
Acquired with deteriorated credit quality
   4,109 7,591 —      —   3,405 —   —   —   15,105
Collectively evaluated for impairment
   1,726,510 3,331,951 310,860    736,417 1,414,741 950,713 470,858 —   8,942,050




Total loans by group
   $ 1,751,717 $ 3,349,963 $ 310,860    $ 745,460 $ 1,445,433 $ 955,355 $ 470,858 $ —   $ 9,029,646

Portfolio Segmentation

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Management uses a methodology to systematically estimate the amount of ~~loss incurred~~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 ~~commercial construction and business banking~~ loans are evaluated ~~using a loan rating system,~~based upon loan-level risk characteristics, historical losses and other factors which form the basis for estimating ~~incurred~~expected losses. ~~Portfolios of more homogeneous populations of loans,~~Other portfolios, including owner occupied commercial real estate (which includes business banking owner occupied commercial real 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 and charge-offs.~~experience. For the ~~purpose~~purposes of estimating the allowance for loan losses, management segregates the loan portfolio into ~~the categories noted in the above tables. Each of these~~ loan categories ~~possess unique~~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, ~~airplanes~~aircraft and equipment. The primary repayment source is operating cash flow and, secondarily, the liquidation of assets. ~~The~~Under its lending guidelines, the Company ~~often obtains~~generally requires a corporate or personal ~~guarantees~~guarantee from individuals ~~holding~~that hold material ownership in the borrowing ~~entity.~~

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, by liquidation of the collateral. ~~The~~Under its lending guidelines, the Company ~~often obtains~~generally requires a corporate or personal ~~guarantees~~guarantee from individuals ~~holding~~that hold material ownership in the borrowing ~~equity.~~

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

~~Residential real estate~~:

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~~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. 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 ~~airplane~~home improvement, automobile and ~~automobile~~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 ~~airplane~~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 ~~12-point~~15-point credit risk-rating system to manage risk and identify potential problem loans. ~~Risk-rating~~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 ~~airplane~~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.~~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 ~~loans managed outside of airplane loans~~commercial and business banking loans are generally restricted to commercial exposure of less than ~~$1 million with a line of credit component restricted~~

~~to $350,000.~~$1.5 million. Loans included in this category ~~have qualification requirements that include risk rating of 6W~~generally are not required to provide regular financial reporting or better at time of recommendation for unrated status, acceptable management of deposit accounts, and no known negative changes in management, operations or financial performance. Restricted from this category are lines of credit managed with borrowing base requirements.

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.

~~1-6W~~ Unrated loans are included with “Pass” rated loans for disclosure purposes.

1-10 Risk Rating – Pass

Loans with a ~~risk-rating~~risk rating of ~~1-6W~~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 ~~“acceptable risk”~~“low pass” which indicates acceptable rated loans that may be experiencing weak cash flow, impending lease rollover or minor liquidity concerns. The top end of the risk-rating category (6W) includes loans that, although contain the same risk-rating as those with a rating of 6, are being more closely monitored to determine if a downgrade is necessary.

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. ~~Management and owners may have limited depth, particularly when operating under strained circumstances.~~ The Company does 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 812 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. Credits in this category often may have reported a loss in the most recent fiscal year end and are likely to continue to report losses in the interim period, or interim losses are expected to result in a fiscal year-end loss. NonaccrualNon-accrual is possible, but not mandatory, in this class.

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13 Risk Rating – Doubtful (Loss ~~Probably)~~

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 ~~exceeds 50%, however,~~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. ~~Pending factors may include the sale of the company, a merger, capital injection, new profitable purchase orders, and refinancing plans.~~ Specific reserves will be the amount identified after specific review. ~~Nonaccrual~~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 ~~uncollectable~~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.

The credit quality of the 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. Risk ratings are periodically reviewed and 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 seasoned workout officers for individual attention.

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

      As of June 30, 2020
Category
   Risk
Rating    Commercial and
Industrial    Commercial
Real Estate    Commercial
Construction    Business
Banking    Total
   (In thousands)
Unrated
   0    $ 753,943    $ 42,919    $ 332    $ 900,296    $ 1,697,490
Pass
   1-6W    1,269,284    3,211,054    248,400    291,751    5,020,489
Special mention
   7    180,485    297,016    29,671    32,406    539,578
Substandard
   8    51,338    30,654    3,843    10,508    96,343
Doubtful
   9    16,650    2,715    —      —      19,365
Loss
   10    —      —      —      —      —










Total
      $ 2,271,700    $ 3,584,358    $ 282,246    $ 1,234,961    $ 7,373,265










      As of December 31, 2019
Category
   Risk
Rating    Commercial and
Industrial    Commercial
Real Estate    Commercial
Construction    Business
Banking    Total
   (In thousands)
Unrated
   0    $ 150,226    $ 48,266    $ 331    $ 445,201    $ 644,024
Pass
   1-6W    1,405,902    3,436,267    260,615    315,194    5,417,978
Special mention
   7    24,171    28,606    9,438    2,006    64,221
Substandard
   8    42,894    21,635    3,390    8,207    76,126
Doubtful
   9    18,991    667    —      890    20,548
Loss
   10    —      —      —      —      —










Total
      $ 1,642,184    $ 3,535,441    $ 273,774    $ 771,498    $ 6,222,897

Paycheck Protection Program (“PPP”) loans are included within the unrated category of the commercial and industrial and business banking portfolios in the table above. Commercial and industrial and business banking PPP loans amounted to $633.0 million and $467.2 million, respectively, at June 30, 2020. The Company does not have an allowance for loan losses for PPP loans as they are 100% guaranteed by the SBA.

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, 2023, and gross charge-offs for the nine month period then ended:


	2023		2022		2021		2020		2019		Prior		Revolving Loans		Revolving Loans Converted to Term Loans (1)		Total
	(In thousands)
Commercial and industrial
Pass	$	421,454	$	489,139	$	377,921	$	351,075	$	160,669	$	656,163	$	497,576	$	3,555	$	2,957,552
Special Mention	8,109		30,704		14,345		13,897		186		633		18,711		456		87,041
Substandard	—		12		1,808		422		36		2,672		22,799		—		27,749
Doubtful	—		—		—		—		—		8		—		—		8
Loss	—		—		—		—		—		—		—		—		—
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	—		—		—		—		—		11		—		—		11

Commercial real estate
Pass	372,774		1,467,477		858,225		575,634		524,549		1,342,646		59,152		2,585		5,203,042
Special Mention	—		—		—		744		2,395		28,343		—		—		31,482
Substandard	—		—		15,356		3,990		50,704		54,851		8,005		—		132,906
Doubtful	—		—		—		—		—		25,797		—		—		25,797
Loss	—		—		—		—		—		—		—		—		—
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	—		—		—		—		—		—		—		—		—

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

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Current period gross charge-offs	—		—		—		—		—		—		—		—		—

Business banking
Pass	107,950		164,497		187,765		152,567		117,485		252,479		71,942		3,433		1,058,118
Special Mention	—		572		1,446		3,579		3,778		8,233		1,019		27		18,654
Substandard	1,401		611		3,554		2,127		1,069		3,452		647		584		13,445
Doubtful	—		—		—		20		1,079		500		—		—		1,599
Loss	—		—		—		—		—		—		—		—		—
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	—		111		62		56		102		250		23		296		900

Residential real estate
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	441		4,032		4,343		905		940		8,855		—		—		19,516
Loans 90 days or more past due and still accruing	—		—		—		—		—		—		—		—		—
Non-accrual	105		726		454		1,000		288		5,502		—		—		8,075
Total residential real estate	204,250		747,699		677,289		364,515		96,601		478,427		—		—		2,568,781
Current period gross charge-offs	—		—		—		—		—		—		—		—		—

Consumer home equity
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	—		196		—		—		—		647		7,675		377		8,895
Loans 90 days or more past due and still accruing	—		—		—		—		—		—		—		—		—
Non-accrual	—		67		—		—		—		1,788		5,472		179		7,506
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	—		—		—		—		—		—		7		—		7

Other consumer
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	126		143		61		19		68		183		28		—		628
Loans 90 days or more past due and still accruing	—		—		—		—		—		—		—		—		—
Non-accrual	13		62		10		—		—		47		—		49		181
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	746		307		296		90		84		200		160		—		1,883

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, 2023 of revolving loans that were converted to term loans during the nine months ended September 30, 2023.

The following table details the amortized cost balances of the Company’s loan portfolios, presented by credit quality indicator and origination year as of December 31, 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 amounts presented represent the amortized cost as of December 31, 2022 of revolving loans that were converted to term loans during the 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 ~~nonaccrual~~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, or the loan is accounted for as a PCI loan. Therefore, as permitted by banking regulations, certain consumer loans past due 90 days or more may continue to accrue~~ 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. ~~Nonaccrual~~Non-accrual loans and loans that are more than 90 days past due but still accruing interest are considered ~~nonperforming~~non-performing loans.

~~Nonaccrual~~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. ~~Specifically, nonaccrual residential loans that have been restructured must perform for a period of six months before being considered for accrual status.~~

A loan is expected to remain on ~~nonaccrual~~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 ~~is a summary pertaining to the breakdown of the Company’s nonaccrual loans:~~

   As of June 30,    As of December 31,
   2020    2019
   (In Thousands)
Commercial and industrial
   $ 13,435    $ 21,471
Commercial real estate
   1,399    4,120
Commercial construction
   281    —
Business banking
   16,158    8,502
Residential real estate
   11,693    5,598
Consumer home equity
   6,403    2,137
Other consumer
   2,971    623




Total non-accrual loans
   $ 52,340    $ 42,451

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

   As of June 30, 2020
   30-59
Days Past
Due    60-89
Days Past
Due    90 or More
Days Past
Due    Total Past
Due    Current    Total
Loans    Recorded
Investment
> 90 Days
and Accruing
   (In thousands)
Commercial and industrial
   $ 681    $ 671    $ 1,508    $ 2,860    $ 2,268,840    $ 2,271,700    $ 471
Commercial real estate
   —      257    3,045    3,302    3,581,056    3,584,358    2,331
Commercial construction
   —      —      280    280    281,966    282,246    —
Business banking
   4,541    4,160    13,021    21,722    1,213,239    1,234,961    —
Residential real estate
   26,859    2,084    8,981    37,924    1,362,931    1,400,855    244
Consumer home equity
   3,413    1,971    4,511    9,895    895,589    905,484    9
Other consumer
   2,992    1,734    2,971    7,697    327,037    334,734    —














Total
   $ 38,486    $ 10,877    $ 34,317    $ 83,680    $ 9,930,658    $ 10,014,338    $ 3,055

   As of December 31, 2019
   30-59
Days Past
Due    60-89
Days Past
Due    90 or More
Days Past
Due    Total Past
Due    Current    Total
Loans    Recorded
Investment >90
Days
and Accruing
   (In thousands)
Commercial and industrial
   $ 1,407    $ —      $ 963    $ 2,370    $ 1,639,814    $ 1,642,184    $ —
Commercial real estate
   1,290    100    1,856    3,246    3,532,195    3,535,441    1,315
Commercial Construction
   —      —      —         273,774    273,774    —
Business banking
   3,031    763    6,095    9,889    761,609    771,498    —
Residential real estate
   14,030    2,563    3,030    19,623    1,409,007    1,428,630    —
Consumer home equity
   2,497    430    1,636    4,563    928,525    933,088    9
Other consumer
   3,451    514    579    4,544    397,887    402,431    —














Total
   $ 25,706    $ 4,370    $ 14,159    $ 44,235    $ 8,942,811    $ 8,987,046    $ 1,324

In
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
(In thousands)
Commercial and industrial $ 1,030 $ — $ 465 $ 1,495 $ 3,070,855 $ 3,072,350
Commercial real estate — — — — 5,393,227 5,393,227
Commercial construction — — — — 380,637 380,637
Business banking 4,536 1,846 1,539 7,921 1,083,895 1,091,816
Residential real estate 17,988 2,846 5,621 26,455 2,542,326 2,568,781
Consumer home equity 6,232 2,661 7,430 16,323 1,180,684 1,197,007
Other consumer 470 158 181 809 195,341 196,150
Total $ 30,256 $ 7,511 $ 15,236 $ 53,003 $ 13,846,965 $ 13,899,968


	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
	(In thousands)
Commercial and industrial	$	1,300	$	385	$	2,074	$	3,759	$	3,128,769	$	3,132,528
Commercial real estate	—		—		—		—		5,151,363		5,151,363
Commercial construction	—		—		—		—		334,259		334,259
Business banking	6,642		845		3,517		11,004		1,084,234		1,095,238
Residential real estate	25,877		3,852		6,456		36,185		2,443,870		2,480,055
Consumer home equity	8,262		1,108		6,525		15,895		1,175,412		1,191,307
Other consumer	634		170		320		1,124		176,654		177,778
Total (1)	$	42,715	$	6,360	$	18,892	$	67,967	$	13,494,561	$	13,562,528

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

Table of Contents

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


	As of September 30, 2023						As of December 31, 2022
	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)
Commercial and industrial	$	4	$	466	$	470	$	3,270	$	10,707	$	13,977
Commercial real estate	25,797		—		25,797		—		—		—
Commercial construction	—		—		—		—		—		—
Business banking	5,422		14		5,436		5,844		1,653		7,497
Residential real estate	8,075		—		8,075		9,750		—		9,750
Consumer home equity	7,506		—		7,506		7,054		—		7,054
Other consumer	181		—		181		326		—		326
Total non-accrual loans	$	46,985	$	480	$	47,465	$	26,244	$	12,360	$	38,604

(1)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 not significant.

For collateral values for residential mortgage and home equity loans, the Company ~~may become aware~~relies primarily upon third-party valuation information from certified appraisers and values are generally based upon recent appraisals of ~~possible credit problems in which borrowers exhibit potential~~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 September 30, 2023 and December 31, 2022, the Company had collateral-dependent residential mortgage and home equity loans totaling $0.9 million and $0.6 million, respectively.

For collateral-dependent commercial loans, the amount of the allowance for ~~the inability to comply with the contractual terms of their loans, but which currently do not yet meet the criteria for classification as nonperforming loans. However,~~loan losses is individually assessed based upon the ~~Company’s~~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, 2023 and December 31, 2022, the Company had collateral-dependent commercial loans totaling $27.8 million and $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, 2023 and December 31, 2022, the Company had no residential real estate held in other real estate owned (“OREO”). As of September 30, 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, 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.

Table of Contents

Loan Modifications to Borrowers Experiencing Financial Difficulty

The following table shows the amortized cost balance as of September 30, 2023 of loans modified during the periods noted below to borrowers experiencing financial difficulty by the type of 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	%

Table of Contents


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 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 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 type of modifications performed.

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

Table of Contents

Management closely monitors the performance of loans that are modified to borrowers experiencing financial difficulty to understand the effectiveness of its modification efforts. The following table shows the age analysis of past ~~experiences, some~~due loans to borrowers experiencing financial difficulty as of ~~these loans with potential weaknesses will ultimately be restructured~~September 30, 2023 that were modified during the 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 September 30, 2023, there were no additional commitments to lend to borrowers experiencing financial difficulty and which were modified during the three and nine months ended September 30, 2023 in the form of principal forgiveness, an interest rate reduction, an other-than-insignificant delay in repayment, or ~~placed in 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 ~~troubled debt restructured loan.~~TDR. The ~~objective is to aid in the resolution of nonperforming~~process through which management identified loans ~~by modifying the contractual obligation to avoid the possibility of foreclosure.~~

~~All~~as TDR loans, ~~are considered impaired~~the methodology employed to record any loan losses, and ~~therefore are subject to a specific review for impairment loss. The amount~~the calculation of impairment loss, if any, is recorded as a specific loss allocation to each individual loan in the allowance for loan losses. Commercial loans and residential loans that have been classified as TDRs and which subsequently default are reviewed to determine if the loan should be deemed collateral dependent. In such an instance, any shortfall ~~between~~on collateral dependent loans is described within Note 2, “Summary of Significant Accounting Policies” within the ~~value of~~Notes to the ~~collateral~~Consolidated Financial Statements included within the Company’s 2022 Form 10-K. The below disclosures regarding TDRs relate to prior periods and ~~the book value of the loan is determined by measuring the recorded investment in the loan against the fair value of the collateral less costs to sell.~~

were included for comparative purposes.

The Company’s policy iswas to have any TDR ~~loans~~loan which ~~are~~was on ~~nonaccrual~~non-accrual status prior to being modified remain on ~~nonaccrual~~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, 2022 and the nine months ended September 30, 2022 was prepared in accordance with GAAP effective for the Company as of December 31, 2022, or prior to the Company’s adoption of ASU 2022-02.

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

   As of June 30, 2020
   TDRs on Accrual Status    TDRs on Nonaccrual Status    Total TDRs
      Balance of    Number of    Balance of    Number of    Balance of
   Number of Loans    Loans    Loans    Loans    Loans    Loans
   (Dollars in thousands)
Commercial and industrial
   2    $ 5,429    10    $ 11,259    12    $ 16,688
Commercial real estate
   1    3,521    2    707    3    4,228
Business banking
   5    4,143    2    224    7    4,367
Residential real estate
   149    23,714    28    4,172    177    27,886
Consumer home equity
   86    3,862    12    2,085    98    5,947
Other consumer
   1    22    —      —      1    22












Total
   244    $ 40,691    54    $ 18,447    298    $ 59,138












   As of December 31, 2019
   TDRs on Accrual Status    TDRs on Nonaccrual Status    Total TDRs
      Balance of    Number of    Balance of    Number of    Balance of
   Number of Loans    Loans    Loans    Loans    Loans    Loans
   (Dollars in thousands)
Commercial and industrial
   4    $ 10,899    14    $ 19,781    18    $ 30,680
Commercial real estate
   1    3,520    3    3,338    4    6,858
Business banking
   2    3,156    1    204    3    3,360
Residential real estate
   152    25,093    27    3,977    179    29,070
Consumer home equity
   89    5,955    5    600    94    6,555












Total
   248    $ 48,623    50    $ 27,900    298    $ 76,523

~~The amount of specific reserve associated with the TDRs was $4.4 million and $3.2 million at June 30, 2020 and~~ December 31, ~~2019, respectively. During~~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	$	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 ~~six months ended June 30, 2020 and~~outstanding recorded investment of loans that were new TDR loans during the year ended December 31, ~~2019, $0 and $0.3 million, respectively, in TDRs moved from nonaccrual to accrual.~~2022 was $11.0 million. The amount of allowance for loan losses associated with the TDR loans was $1.8 million at December 31, 2022. There were no additional commitments to lend to borrowers who have been a party to a TDR ~~was $0 and $2.5 million at June 30, 2020 and~~as of December 31, ~~2019, respectively.~~

2022.

Table of Contents

The following 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 June 30, 2020    For the Six Months Ended June 30, 2020
   Number
of
Contracts    Pre-
Modification
Outstanding
Recorded
Investment    Post-
Modification
Modification
Outstanding
Recorded
Investment (1)    Number
of
Contracts    Pre-Modification
Modification
Outstanding
Recorded
Investment    Post-
Modification
Modification
Outstanding
Recorded
Investment (1)
   (Dollars in thousands)
Commercial and industrial
   1    $ 141    $ 141    1    $ 141    $ 141
Commercial real estate
   1    506    506    1    506    506
Business banking
   4    1,165    1,165    4    1,165    1,165
Residential real estate
   2    155    155    3    399    399
Consumer home equity
   4    113    113    12    527    531
Other consumer
   —      —      —      1    24    24












Total
   12    $ 2,080    $ 2,080    22    $ 2,762    $ 2,766

   For the Three Months Ended June 30, 2019    For the Six Months Ended June 30, 2019
   Number
of
Contracts    Pre-
Modification
Outstanding
Recorded
Investment    Post-
Modification
Modification
Outstanding
Recorded
Investment (1)    Number
of
Contracts    Pre-Modification
Modification
Outstanding
Recorded
Investment    Post-
Modification
Modification
Outstanding
Recorded
Investment (1)
   (Dollars in thousands)
Commercial and industrial
   5    $ 7,141    $ 7,441    7    $ 7,462    $ 7,762
Commercial real estate
   2    3,277    3,277    2    3,277    3,277
Residential real estate
   3    433    445    3    433    445
Consumer home equity
   3    154    156    3    154    156












Total
   13    $ 11,005    $ 11,319    15    $ 11,326    $ 11,640

~~(1)~~

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)
(Dollars in thousands)
Commercial and industrial 3 $ 2,997 $ 2,997 4 $ 5,415 $ 5,415
Business banking 9 284 284 20 854 862
Residential real estate 5 1,170 1,170 8 1,899 1,899
Consumer home equity 4 1,236 1,236 6 1,468 1,468
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.~~

~~At June 30, 2020 and December 31, 2019,~~ the ~~outstanding recorded investment~~balance of ~~loans that were new to TDR during~~ the ~~period were $2.7 million and $36.2 million, respectively.~~

loan on the date of modification. These amounts may show an increase when modification includes capitalization of interest.

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 June 30,    For the Six Months Ended June 30,
   2020    2019    2020    2019
   (In Thousands)
Adjusted interest rate and extended maturity
   $ —      $ 668    $ —      $ 668
Adjusted interest rate and principal deferred
   —      39    —      39
Interest only/principal deferred
   1,305    40    1,305    40
Extended maturity
   35    —      35    —
Extended maturity and interest only/principal deferred
   381    —      427    —
Additional underwriting - increased exposure
   —      10,572    —      10,572
Court-ordered concession
   359    —      999    321








Total
   $ 2,080    $ 11,319    $ 2,766    $ 11,640

~~The following table shows~~
For the Three Months Ended September 30, 2022 For the Nine Months Ended September 30, 2022
(In thousands)
Extended maturity — 997
Adjusted interest rate and extended maturity 123 535
Interest only/principal deferred — 130
Covenant modification — 2,418
Principal and interest deferred 2,343 2,343
Extended maturity and interest only/principal deferred 2,997 2,997
Other 224 224
Total $ 5,687 $ 9,644

During the nine months ended September 30, 2022, there were no loans 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 ~~nonaccrual:~~

   For the Three Months Ended June 30,    For the Six Months Ended June 30,
   2020    2019    2020    2019
   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):

Commercial and industrial
   —      $ —      5    $ 6,435    —      $ —      5    $ 6,435
Commercial real estate
   —      —      1    338    —      —      1    338
Residential real estate
   —      —      1    107    —      —      1    107
Consumer Home Equity
   —      —      —      —      1    1,317    —      —
















Total
   —      $ —      7    $ 6,880    1    $ 1,317    7    $ 6,880

~~(1)~~

~~This table does not reflect any TDRs which were charged off during the periods indicated.~~

non-accrual. During the ~~three and six~~nine months ended ~~June~~September 30, ~~2020 the~~2022, no amounts were charged-off on TDRs modified in the prior 12 ~~months were $0 and $0.4 million, respectively. During both the three and six months ended June 30, 2019 there were no charge-offs on TDR loans modified in the prior 12~~ months.

~~Impaired Loans~~

Impaired loans consist of all loans for which management has determined it is probable the Company will be unable to collect all amounts due according to the contractual terms of the loan agreements. Factors considered by management in determining impairment include payment status, collateral value, and the probability of collecting scheduled principal and interest payments when due.

The Company measures 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 is collateral dependent. The Company has defined the population of impaired loans to include certain nonaccrual loans, TDR loans and residential and home equity loans that have been partially charged off.

~~The following table summarizes the Company’s impaired loans by loan portfolio as of the dates indicated:~~

   As of June 30, 2020    As of December 31, 2019
   Recorded
Investment    Unpaid
Principal
Balance    Related
Allowance    Recorded
Investment    Unpaid
Principal
Balance    Related
Allowance
   (In thousands)
With no related allowance recorded:

Commercial and industrial
   $ 13,052    $ 14,152    $ —      $ 22,074    $ 22,819    $ —
Commercial real estate
   4,419    4,635    —      7,553    7,808    —
Business banking
   3,076    4,369    —      2,738    4,062    —
Residential real estate
   12,502    14,205    —      16,517    17,858    —
Consumer home equity
   3,279    3,697    —      3,666    3,697    —
Other Consumer
   22    22    —      —      —      —












Sub-total
   36,350    41,080    —      52,548    56,244    —












With an allowance recorded:

Commercial and industrial
   5,812    6,041    3,028    10,296    10,503    2,337
Commercial real estate
   501    506    230    88    90    40
Commercial construction
   280    280    22    —      —      —
Business banking
   17,225    21,418    578    8,920    13,176    571
Residential real estate
   15,799    15,799    1,639    13,015    14,072    1,399
Consumer home equity
   2,688    2,688    277    2,889    2,913    322












Sub-total
   42,285    46,712    5,774    35,208    40,754    4,669












Total
   $ 78,635    $ 87,792    $ 5,774    $ 87,756    $ 96,998    $ 4,669

~~The following tables display information regarding interest income recognized on impaired loans, by portfolio, for the periods indicated:~~

   For the Three Months Ended    For the Six Months Ended
   June 30, 2020    June 30, 2020
   Average
Recorded
Investment    Total
Interest
Recognized    Average
Recorded
Investment    Total
Interest
Recognized
   (In Thousands)
With no related allowance recorded:

Commercial and industrial
   $ 12,304    $ 49    $ 16,592    $ 119
Commercial real estate
   4,401    44    5,946    89
Business banking
   2,392    17    2,339    36
Residential real estate
   11,678    125    11,728    252
Consumer home equity
   3,315    16    3,155    37
Other Consumer

22


—


23

   1








Sub-total
   34,112    251    39,783
534









With an allowance recorded:

Commercial and industrial
   6,545    —      9,138    —
Commercial real estate
   510    —      429    —
Commercial construction
   93    —      47    —
Business banking
   12,955    15    10,869    30
Residential real estate
   14,664    169    14,707    343
Consumer home equity
   2,706    22    3,087    51








Sub-total
   37,473    206    38,277    424








Total
   $ 71,585    $ 457    $ 78,060    $ 958

   For the Three Months Ended    For the Six Months Ended
   June 30, 2019    June 30, 2019
   Average
Recorded
Investment    Total
Interest
Recognized    Average
Recorded
Investment    Total
Interest
Recognized
   (In Thousands)
With no related allowance recorded:

Commercial and industrial
   $ 12,022    $ 108    $ 11,343    $ 177
Commercial real estate
   11,443    74    11,176    148
Business banking
   1,465    —      1,332    —
Residential real estate
   11,935    131    11,978    259
Consumer home equity
   1,989    26    2,034    51








Sub-total
   38,854    339    37,863    635








With an allowance recorded:

Commercial and industrial
   $ 4,386    $ —      $ 3,629    $ —
Commercial real estate
   1,179    —      634    —
Business banking
   7,314    —      6,937    —
Residential real estate
   12,606    153    12,625    302
Consumer home equity
   2,320    30    2,373    59








Sub-total
   27,805    183    26,198    361








Total
   $ 66,659    $ 522    $ 64,061    $ 996

~~Purchased Credit Impaired Loans~~

~~The following table displays the outstanding and carrying amounts of PCI loans as of the dates indicated:~~

   June 30,    December 31,
   2020    2019
   (In Thousands)
Outstanding balance
   $ 13,572    $ 15,149
Carrying amount
   12,411    13,451

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

   For the Three Months Ended June 30, For the Six Months Ended June 30,
   2020 2019 2020 2019
   (In Thousands)
Balance at beginning of period
   $ 3,346 $ 5,526 $ 3,923 $ 6,161
Acquisition
   —   —   —   —
Accretion
   (338 ) (569 ) (760 ) (1,142 )
Other change in expected cash flows
   (10 ) (338 ) (165 ) (400 )
Reclassification (to) from non-accretable difference for loans with (deteriorated) improved cash flows
   (4 ) 855 (4 ) 855


Balance at end of period
   $ 2,994 $ 5,474 $ 2,994 $ 5,474

The estimate of cash flows expected to be collected is regularly re-assessed subsequent to acquisition. A decrease in expected cash flows in subsequent periods may indicate that the loan is 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 serves, 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 results 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 is accounted for as a change in estimate. The additional cash flows expected to be collected are reclassified from the nonaccretable difference to the accretable yield, and the amount of periodic accretion is adjusted accordingly over the remaining life of the loans.

Loan Participations

The Company occasionally purchases commercial loan ~~participations.~~participations or participates in syndications through the SNC Program. These ~~loan~~ 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. ~~As of June 30, 2020 and December 31, 2019, the Company held commercial loan participation interests totaling $1.1 billion and $965.1 million, respectively.~~

The following table summarizes the Company’s loan participations:

   As of and for the six months ended June 30, 2020    As of and for the year ended December 31, 2019
   Balance    NPL
Rate
(%) Impaired
(%) Gross
Charge-offs    Balance    NPL
Rate
(%) Impaired
(%) Gross
Charge-offs
   (Dollars in thousands)
Commercial and industrial
   $ 668,667    1.62 % 1.62 % $ —      $ 586,346    2.76 % 2.76 % $ —
Commercial real estate
   305,676    0.00 % 0.00 % —      314,487    0.00 % 0.00 % —
Commercial construction
   86,636    0.00 % 0.00 % —      64,259    0.00 % 0.00 % —
Business banking
   38    0.00 % 0.00 % 15    57    0.00 % 0.00 % —








Total loan participations
   $ 1,061,017    1.02 % 1.02 % $ 15    $ 965,149    1.68 % 1.68 % $ —


	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. Leases

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The Company leases certain office space and equipment under various ~~noncancelable~~non-cancelable operating leases. These leases have original terms ranging from 1 year to 25 years. Operating lease liabilities and ~~right of use (ROU)~~right-of-use (“ROU”) assets are recognized at the lease commencement date based onupon 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 ~~June 30, 2020,~~the dates indicated, the Company had the following related to operating leases:

   As of
June 30, 2020
   (in thousands)
Right-of-use assets
   $ 87,573
Lease liabilities
   $ 91,221


	As of September 30, 2023		As of December 31, 2022
	(In thousands)
Right-of-use assets	$	52,727	$	48,817
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.

The following table is a summary of the Company’s components of net lease cost for the ~~three and six months ended June 30, 2020:~~

   Three months ended
June 30, 2020    Six months ended
June 30, 2020
   (in thousands)    (in thousands)
Operating lease cost
   $ 3,601    $ 7,215
Finance lease cost
   17    20
Variable lease cost
   448    970




Total lease cost
   $ 4,066    $ 8,205




periods indicated:

The rent expense under real estate operating leases for the three and six months ended June 30, 2019 amounted to $3.5 million and $7.1 million, respectively. The rent expense under equipment operating leases for the three and six months ended June 30, 2019 amounted to $0.2 million and $0.3 million, respectively.

Three Months Ended September 30, Nine Months Ended September 30,
2023 2022 2023 2022
(In thousands)
Operating lease cost $ 2,974 $ 3,182 $ 8,929 $ 9,670
Finance lease cost 87 77 246 231
Variable lease cost 655 577 1,993 1,914
Total lease cost $ 3,716 $ 3,836 $ 11,168 $ 11,815

During the three and ~~six~~nine months ended ~~June~~September 30, ~~2020,~~2023, the Company made ~~$3.5~~$3.2 million and ~~$7.1~~$9.7 million, respectively, in cash payments for operating and finance lease payments.

~~Finance leases are not material~~ During the three and ~~are included~~nine months ended September 30, 2022, the Company made $3.3 million and $11.8 million, respectively, in ~~other assets, net in the Company’s consolidated balance sheets.~~

cash payments for operating and finance lease payments.

Supplemental balance sheet information related to operating leases ~~as of June 30, 2020 is~~are as follows:


	~~As of~~ ~~June 30, 2020~~
~~Weighted-average remaining lease term (in years)~~		~~8.84~~
~~Weighted-average discount rate~~		~~2.63~~	%


	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 ~~at June~~as of September 30, ~~2020~~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 ~~Sheet in other liabilities.~~

   (in thousands)
Remainder of 2020
   $ 7,098
2021
   13,746
2022
   12,746
2023
   12,206
2024
   11,402
Thereafter
   45,534


Total minimum lease payments
   $ 102,732
Less: amount representing interest
   11,511


Present value of future minimum lease payments
   $ 91,221

Sheets:


	As of September 30, 2023
Year	(In thousands)
Remainder of 2023	$	3,167
2024	10,183
2025	7,772
2026	6,682
2027	5,543
Thereafter	33,587
Total minimum lease payments	66,934
Less: amount representing interest	11,082
Present value of future minimum lease payments	$	55,852

6. Goodwill and Other Intangibles

Table of Contents

The ~~following tables~~table below sets forth the carrying amount of goodwill and other intangible assets, net of accumulated amortization, ~~by reporting unit at~~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.


	June 30, 2020
	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
Goodwill	$	298,611	$	70,420	$	369,031	Goodwill	$	557,635	$	557,635
Balances subject to amortization							Balances subject to amortization
Insurance agency		—		6,844		6,844
Core deposits		456		—		456

Total other intangible assets		456		6,844		7,300

Core deposit intangible (1)							Core deposit intangible (1)	9,074		10,374
Total goodwill and other intangible assets	$	299,067	$	77,264	$	376,331	Total goodwill and other intangible assets	$	566,709	$	568,009


	December 31, 2019
	Banking Business		Insurance Agency Business		Net Carrying Amount
	(In Thousands)
Balances not subject to amortization
Goodwill	$	298,611	$	70,420	$	369,031
Balances subject to amortization
Insurance agency		—		7,949		7,949
Core deposits		754		—		754

Total other intangible assets		754		7,949		8,703

Total goodwill and other intangible assets	$	299,365	$	78,369	$	377,734

(1)Management performs an assessment of the remaining useful lives of the Company’s intangible assets on a quarterly basis to determine if such lives remain appropriate. As a result of the 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.

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 ~~considered~~has identified and assigned goodwill to two reporting units - the ~~current economic conditions including the potential impact~~banking business and insurance agency business. As a result of the ~~COVID-19~~ ~~pandemic~~decision to sell the insurance agency business, the assets and liabilities of the insurance agency segment were classified as held for sale as of September 30, 2023 and, accordingly, are presented as assets and liabilities of discontinued operations on the Consolidated Balance Sheet. As of September 30, 2023, an impairment assessment was performed as it ~~pertains~~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 ~~above~~ and intangible assets of the insurance agency business were not impaired as of September 30, 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 included a 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 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 ~~indication~~impairment of ~~impairment related to~~the Company’s goodwill as of June 30, ~~2020. Additionally,~~2023.

The Company performed its annual assessment for the ~~Company did not record any~~banking business as of September 30, 2023. Similar to the assessment performed as of June 30, 2023, the assessment included a 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 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 ~~charges during~~of the ~~year ended December 31, 2019.~~

~~Other~~Company’s goodwill as of September 30, 2023.

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~~Management performed a review of the ~~impact of COVID-19 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 intangible assets.

7. Earnings (Loss) Per Share (“EPS”)

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Basic EPS represents 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 ~~intangible assets~~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 ~~June 30, 2020.~~

~~7. Income Taxes~~

~~The following table sets forth information regarding~~ the ~~Company’s tax provision and applicable tax rates~~Company. Diluted EPS is computed by dividing net income/(loss) allocable to common shareholders by the weighted-average number of common shares outstanding for the ~~periods indicated:~~

   Three Months Ended June 30, Six Months Ended June 30,
   2020 2019 2020 2019
   (In thousands)
Combined federal and state income tax provisions
   $ 7,197 $ 11,032 $ 8,495 $ 20,710
Effective income tax rates
   19.4 % 23.9 % 18.2 % 23.3 %

~~The Company’s provision for income taxes was $7.2 million and $11.0 million for~~period, plus the ~~three months ended June 30, 2020 and 2019, respectively, and $8.5 million and $20.7 million for~~effect of potential dilutive common share equivalents computed using the ~~six months ended June 30, 2020 and 2019, respectively. The decrease in~~

income tax expense was due primarily to lower pre-tax income during the three and six months ended June 30, 2020 compared to the three and six months ended June 30, 2019, while investment tax credits and other favorable permanent differences remained relatively constant.

The Company believes that it is more likely than not that its deferred tax assets as of June 30, 2020 and December 31, 2019 will be realized. As such, there was no deferred tax asset valuation allowance as of June 30, 2020 and December 31, 2019.

~~The Company files tax returns in the U.S. federal jurisdiction and various states. As of June 30, 2020, the Company’s open tax years for examination~~treasury stock method. Shares held by the ~~Internal Revenue Services~~Employee Stock Ownership Plan (“~~IRS”~~ESOP”) ~~were 2016, 2017 and 2018. The Company’s open tax years for examination by state tax authorities varies by state, but no years prior~~that have not been allocated to ~~2013 are open. The Company believes that its income tax returns have been filed based upon applicable statutes, regulations and case law~~employees in ~~effect at the time of filing, however the IRS and/or state jurisdiction, upon examination, could disagree~~accordance with the ~~Company’s interpretation.~~

~~Management has performed an evaluation~~terms of the ~~Company’s uncertain tax positions and determined that a liability~~ESOP, referred to as “unallocated ESOP shares,” are not deemed outstanding for ~~unrecognized tax benefits at June 30, 2020 and December 31, 2019 was not needed.~~

earnings per share calculations.
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)

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

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 ~~several~~ 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. ~~Typically, none of the original investment is expected to be repaid.~~ The return on these investments is generally generated through tax credits and tax losses. ~~The~~In addition to LIHTC projects, the Company invests in new 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, 2023 and December 31, 2022, the Company had $226.8 million and $131.3 million, respectively, in tax credit investments that were included in other assets in the 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 ~~the net investment performance in the income statement~~that amortization as a component of income tax ~~expense (benefit).~~expense. The ~~Company’s maximum exposure to loss~~net investment in ~~its investments in qualified affordable~~the housing projects is ~~limited to its carrying value~~ 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 ~~investments going forward.~~

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:

   Six Months Ended
June 30, 2020    Year Ended
December 31, 2019
   (In Thousands)
Current recorded investment included in other assets
   $ 46,552    $ 37,665
Commitments to fund qualified affordable housing projects included in recorded investment noted above
   23,821    18,042
Tax credits and benefits ⁽¹⁾
   3,058    5,962
Amortization of investments included in current tax expense ⁽²⁾
   2,452    4,782

~~(1)~~

~~Amount reflects tax credits and tax benefits recognized in the consolidated statement of income for the six months ended June 30, 2020 (unaudited) and the year ended December 31, 2019.~~

~~(2)~~

~~Amount reflects amortization of qualified affordable housing projects for the six months ended June 30, 2020 (unaudited) and the year ended December 31, 2019.~~


	As of September 30, 2023		As of December 31, 2022
	(In thousands)
Current recorded investment included in other assets	$	224,445	$	128,765
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,
	2023		2022		2023		2022
	(In thousands)
Tax credits and benefits recognized	$	1,602	$	2,333	$	8,169	$	6,988
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 in the Company's Consolidated Balance Sheets and totaled $2.3 million and $2.6 million as of September 30, 2023 and December 31, 2022, respectively. There were no outstanding commitments related to these investments as of either September 30, 2023 or December 31, 2022.

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 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 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. The program was limited to $200.0 million through August 31, 2023. This program expired during the three months ended September 30, 2023.

During the nine months ended September 30, 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 for the periods indicated:


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

Three Months Ended March 31, 2022	$	0.10	$	17.1	$	16.9
Three Months Ended June 30, 2022	0.10		16.7		16.5
Three Months Ended September 30, 2022	0.10		16.5		16.3

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.

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The Company has an unfunded Defined Benefit Supplemental Executive Retirement Plan (“DB SERP”) that provides certain 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 June 30,    Six Months Ended June 30,
   2020    2019    2020    2019
   (In Thousands)
Components of net periodic benefit cost:

Service cost
   $ 6,231    $ 4,730    $ 12,463    $ 9,463
Interest cost
   2,615    2,750    5,232    5,500
Expected return on plan assets
   (7,425 )    (5,906 )    (14,850 )    (11,812 )
Past service cost
   6    11    12    22
Recognized net actuarial loss
   2,361    1,811    4,721    3,622








Net periodic benefit cost
   $ 3,788    $ 3,396    $ 7,578    $ 6,795


	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

(1)Includes service costs related to employees of 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.

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

In accordance with the Pension Protection Act, the Company was not required to make any contributions to the Defined Benefit Plan for the ~~Outside Directors’ Retainer Continuance Plan are recognized within professional services in~~plan years beginning November 1, 2022 and 2021. Accordingly, during the ~~statement of income.~~three and nine months ended September 30, 2023, there were no contributions made to the Defined Benefit Plan. During the ~~six~~three months ended ~~June~~September 30, ~~2020,~~2022 there were no contributions made to the Defined Benefit Plan. The Company made discretionary contributions ~~for~~to the Defined Benefit Plan of ~~$32.5~~$7.2 million during the nine months ended September 30, 2022.

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. Changes in fair value are recorded in noninterest income in the Company’s Consolidated Statements of Income.

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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, 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.

In March 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.

As of September 30, 2023 and December 31, 2022, there were 4,830,074 shares and 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 remained available for issuance upon the exercise of stock options at both dates. As of both September 30, 2023 and December 31, 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 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 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 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 restricted stock units as of the beginning of the respective period	972,325	$	21.08	—	$	—
Granted	318,577	15.63		978,364	21.08
Vested (1)	(231,407)	21.08		—	—
Forfeited	(3,199)	16.72		(6,039)	21.08
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, 2023, 28,690 RSA awards vested. Such awards had a grant date fair value of $0.5 million.

~~10.~~ During the 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 for the 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, 2023 and December 31, 2022, there was $32.6 million and $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, 2023, this cost is expected to be recognized over a weighted average remaining period of approximately 2.5 years. As of December 31, 2022, this cost was expected to be recognized over a weighted average remaining period of approximately 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:

   June 30, 2020    December 31, 2019
   (In Thousands)
Commitments to extend credit
   $ 3,745,517    $ 3,606,182
Standby letters of credit
   57,402    60,124
Forward commitments to sell loans
   67,745    21,357

As of September 30, 2023 As of December 31, 2022
(In thousands)
Commitments to extend credit $ 5,920,300 $ 5,680,438
Standby letters of credit 54,532 65,154
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. 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.~~

Consolidated Financial Statements.

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. 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 June 30, 2020. The amount of this reserve requirement included in cash and cash equivalents was approximately $3.7 million on December 31, 2019.

~~11.~~

14. Derivative Financial Instruments

The Company uses derivative financial instruments to manage ~~the Company’s~~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 ~~they pay~~it pays floating and ~~receive~~receives fixed interest in order to manage its interest rate risk exposure to the variability in interest cash flows on certain floating-rate ~~commercial~~ loans. ~~The Company has~~Such interest rate swaps ~~that~~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 ~~commercial~~ loans to a fixed rate and consequently reduce the ~~Bank’s~~Company’s exposure to variability in short-term interest rates. ~~The Company also has~~For interest rate swaps that ~~are based on overnight indexed swap rates. These swaps~~ are accounted for as cash flow hedges, ~~and therefore~~ 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 June 30, 2020 and December 31, 2019~~ for interest rate swaps which qualify as cash flow hedges for accounting ~~purposes.~~

June 30, 2020

         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
   900,000    1.27    0.18 % 2.57 % (38 )




Total
   $ 900,000       $ (38 )

December 31, 2019

         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
   2,120,000    2.16    1.74 % 2.11 % (321 )




Total
   $ 2,120,000       $ (321 )

~~(1)~~

~~Fair value included net accrued interest receivable of $1.0 million at June 30, 2020 and $0.4 million at December 31, 2019.~~

Central banks around the world, including the Federal Reserve, have commissioned working groups of market participants and official sector representatives with the goal of finding suitable replacements for the London Interbank Offered Rate (“LIBOR”) based on observable market transactions becausepurposes as of the ~~probable phase-out~~dates indicated:


As of September 30, 2023
				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	3.82	5.32	%	3.02	%	$	(351)
Total	$	2,400,000						$	(351)

(1)The fair value included a net accrued interest payable balance of ~~LIBOR. It is expected that a transition away from~~$2.5 million as of September 30, 2023. In addition, the ~~widespread use of LIBOR~~fair value includes netting adjustments which represent the amounts recorded to alternative rates will occur over the course of the next few years. Although the full impact of a transition, including the potential or actual discontinuance of LIBOR publication, remains unclear, this change may have an adverse impact on the value of, return on and trading markets for a broad array of financial products, including any LIBOR-based securities, loans and derivatives that are included in the Company’s financialconvert derivative assets and ~~liabilities. A transition away~~liabilities cleared through the Chicago Mercantile Exchange, or CME, from ~~LIBOR may also require extensive changes~~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 ~~contracts that govern these LIBOR-based products, as well as~~fair value includes netting adjustments which represent the ~~Company’s systems~~amounts recorded to convert derivative assets and ~~processes.~~

liabilities cleared through the CME from a gross basis to a net basis in accordance with applicable accounting guidance.

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 24 years.

The Company expects approximately ~~$20.6~~$54.1 million ~~and $10.7 million to~~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 ~~twelve~~12 months as of ~~June~~September 30, ~~2020 and December 31, 2019, respectively. This~~2023. The reclassification is due to anticipated net payments ~~that will be received~~ on the swaps based upon the forward curve as of ~~June~~September 30, ~~2020 and December 31, 2019.~~

2023.

The Company ~~expects approximately $12.8 million to be reclassified into interest income from~~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 ~~related to~~(“AOCI”) are reclassified immediately into earnings and any subsequent changes in the ~~Company’s~~fair value of such derivatives are recognized directly in earnings.

The following table presents the pre-tax impact of terminated cash flow hedges inon AOCI for the next 12 months as of June 30, 2020. This reclassification is due to the amortization of realized but unrecognized gains from the termination of interest rate swaps during the period ended June 30, 2020. At June 30, 2020, the remaining unamortized gain on terminated cash flow hedges is $30.6 million.

As of June 30, 2020 and December 31, 2019, the Company’s exposure to CME and the fair value of interest rate swap derivatives which qualify as cash flow hedges that contain credit-risk related contingent features that are in a net liability position, which includes accrued interest but excludes any adjustment for nonperformance risk, was less than $0.1 million and $0.3 million, respectively. In addition, at June 30, 2020 and December 31, 2019, the Company had posted initial-margin collateral in the form of cash and a U.S. Treasury Note, to CME for these derivatives amounting to $18.7 million and $22.8 million, respectively. The cash and U.S. Treasury Note were considered restricted assets and were included in cash and due from banks and in available for sale securities, respectively.

periods indicated:

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

   June 30, 2020
   Number of Positions    Total Notional
   (Dollars in Thousands)
Interest rate swaps
   603    $ 3,775,850
Risk participation agreements
   66    290,131
Foreign exchange contracts:

Matched commercial customer book
   86    9,252
Foreign currency loan
   23    7,986
   December 31, 2019
   Number of Positions    Total Notional
Interest rate swaps
   603    $ 3,749,474
Risk participation agreements
   67    299,576
Foreign exchange contracts:

Matched commercial customer book
   62    29,990
Foreign currency loan
   23    7,310

hedging:


	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


	December 31, 2022
	Number of Positions	Total Notional
	(Dollars in thousands)
Interest rate swaps	382	$	2,404,003
Risk participation agreements	63	241,029
Foreign exchange contracts:
Matched commercial customer book	32	7,877
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 ~~balance sheet~~Consolidated Balance Sheets for the periods ~~indicated.~~

   Asset Derivatives    Liability Derivatives
   Balance
Sheet
Location    Fair Value
at June 30,
2020    Fair Value at
December 31,
2019    Balance Sheet
Location    Fair Value at
June 30,
2020    Fair Value at
December 31,
2019
   (In Thousands)
Derivatives designated as hedging instruments

Interest rate swaps
   Other assets    $ —      $ —      Other liabilities    $ 38    $ 321








Derivatives not designated as hedging instruments

Customer-related positions:

Interest rate swaps
   Other assets    $ 171,433    $ 64,463    Other liabilities    $ 51,319    $ 18,057
Risk participation agreements
   Other assets    995    482    Other liabilities    1,500    606
Foreign currency exchange contracts - matched customer book
   Other assets    151    469    Other liabilities    40    428
Foreign currency exchange contracts - foreign currency loan
   Other assets    —      —      Other liabilities    173    203








      $ 172,579    $ 65,414       $ 53,032    $ 19,294








Total
      $ 172,579    $ 65,414       $ 53,070    $ 19,615








indicated:

Asset Derivatives Liability Derivatives
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)
Derivatives designated as hedging instruments
Interest rate swaps Other assets $ 15 $ 16 Other liabilities $ 367 $ 2,417
Derivatives not designated as hedging instruments
Customer-related positions:
Interest rate swaps Other assets $ 25,236 $ 23,567 Other liabilities $ 92,409 $ 78,577
Risk participation agreements Other assets 47 78 Other liabilities 45 130
Foreign currency exchange contracts - matched customer book Other assets 785 198 Other liabilities 763 205
Foreign currency exchange contracts - foreign currency loan Other assets 261 2 Other liabilities 1 93
$ 26,329 $ 23,845 $ 93,218 $ 79,005
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 ~~OCI~~other comprehensive income (“OCI”) as follows:

   Three Months Ended
June 30,    Six Months Ended
June 30,
   2020    2019    2020    2019
Derivatives designated as hedges:

Gain in OCI on derivatives
   $ 3,455    $ 16,054    $ 47,011    $ 21,914








Gain reclassified from OCI into interest income (effective portion)
   7,134    231    10,246    524








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:

(Loss) recognized in interest rate swap income
   $ (687 )    $ (2,129 )    $ (6,967 )    $ (3,356 )
(Loss) recognized in interest rate swap income for risk participation agreements
   (80 )    (157 )    (381 )    (98 )
Gain (loss) recognized in other income for foreign currency exchange contracts:

Matched commercial customer book
   96    (41 )    69    (40 )
Foreign currency loan
   (367 )    (32 )    30    (24 )








Total (loss) for derivatives not designated as hedges
   $ (1,039 )    $ (2,359 )    $ (7,249 )    $ (3,518 )


	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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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 ~~derivative~~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 ~~June~~September 30, ~~2020 and December 31, 2019,~~2023, the ~~Company’s~~Company had exposure to CME for settled variation margin in excess of the customer-related and non-customer-related interest rate swap termination values ~~was $0.3 million,~~of $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 ~~$1.5 million, respectively.~~non-customer-related interest rate swap termination values. In addition, at ~~June~~September 30, ~~2020~~2023 and December 31, ~~2019,~~2022, the Company had posted initial-margin collateral in the form of a U.S. Treasury ~~Note~~notes amounting to ~~$42.2~~$84.2 million and ~~$27.6~~$84.1 million, respectively, to CME for these derivatives. The ~~cash and~~ U.S. Treasury ~~Note~~notes were considered restricted assets and were included in ~~cash and due from banks and in~~ available for sale securities ~~respectively.~~

within the Company’s Consolidated Balance Sheets.

At ~~June~~both September 30, ~~2020~~2023 and December 31, ~~2019 the fair value of non-cleared~~2022, there were no customer-related interest rate swap derivatives ~~that contain~~with credit-risk ~~related~~ contingent features ~~that are~~ in a net liability ~~position, which includes accrued interest but excludes any adjustment for nonperformance risk, related to these agreements was $51.3 million and $14.6 million, respectively.~~position. The Company has minimum collateral posting thresholds with its ~~non-cleared~~ 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 ~~June~~both September 30, ~~2020~~2023 and December 31, ~~2019,~~2022, the Company had posted collateral in the form of cash amounting to ~~$51.7~~$1.0 million, ~~and $22.2 million, respectively,~~ which was considered to be a restricted asset and was included in other short-term ~~investments.~~investments within the Company’s Consolidated Balance Sheets. If the Company had breached any of these provisions at ~~June~~September 30, ~~2020~~2023 or December 31, ~~2019,~~2022, it would have been required to settle its 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.

~~12.~~

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 of Income. As of September 30, 2023 and December 31, 2022, the Company had an outstanding notional balance of residential mortgage loan origination commitments of $12.2 million and $8.3 million, respectively, and forward sale commitments of $8.5 million and $10.0 million, respectively. During both the three months ended September 30, 2023 and September 30, 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, 2023 and September 30, 2022, the Company recorded net losses related to the change in fair value of commitments to originate and sell mortgage loans of $0.1 million and $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. Mortgage banking derivative assets and liabilities are included in other assets and other liabilities, respectively, in the Consolidated Balance Sheets. Residential mortgages sold are generally sold with servicing rights released. Mortgage banking derivatives do not qualify as hedges for accounting purposes.

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 ~~June~~September 30, ~~2020~~2023 and December 31, ~~2019,~~2022, it was determined that no additional collateral would have to be posted to immediately settle these instruments.

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

Gross
Amounts

Net
Amounts

Gross Amounts Not Offset
in the Statement of

      Offset in the    Presented in    Financial Position
   Gross    Statement of    the Statement       Collateral
   Amounts    Financial    of Financial    Financial
Instruments    Pledged
(Received) Net
Amount
Description
   Recognized    Position    Position
   (In Thousands)
   As of June 30, 2020
Derivative Assets

Interest rate swaps
   $ —      $ —      $ —      $ —      $ —   $ —
Customer-related positions:

Interest rate swaps
   171,433    —      171,433    8    —   171,425
Risk participation agreements
   995    —      995    —      —   995
Foreign currency exchange contracts - matched customer book
   151    —      151    1    —   150










   $ 172,579    $ —      $ 172,579    $ 9    $ —   $ 172,570










Derivative Liabilities

Interest rate swaps
   $ 38    $ —      $ 38    $ 38    $ —   $ —
Customer-related positions:

Interest rate swaps
   51,319    —      51,319    8    51,311 —
Risk participation agreements
   1,500    —      1,500    —      —   1,500
Foreign currency exchange contracts - matched customer book
   40    —      40    1    (7 ) 46
Foreign currency exchange contracts - foreign currency loan
   173    —      173    —      —   173










   $ 53,070    $ —      $ 53,070    $ 47    $ 51,304 $ 1,719


			Gross Amounts		Net Amounts		Gross Amounts Not Offset in the Statement of
			Offset in the		Presented in		Financial Position
	Gross		Statement of		the Statement				Collateral						As of September 30, 2023
	Amounts		Financial		of Financial		Financial		Pledged			Net			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	Recognized		Position		Position		Instruments		(Received)			Amount		Description									Financial Instruments				Collateral Pledged/ (Received)
	(In Thousands)
	As of December 31, 2019														(In thousands)
Derivative Assets														Derivative Assets
Interest rate swaps	$	—	$	—	$	—	$	—	$	—		$	—	Interest rate swaps	$	15			$	—			$	15			$	—			$	—			$	15
Customer-related positions:														Customer-related positions:
Interest rate swaps		64,463		—		64,463		1,434		—			63,029	Interest rate swaps	25,236		—				25,236				321				(16,900)				8,015
Risk participation agreements		482		—		482		—		—			482	Risk participation agreements	47		—				47				—				—				47
Foreign currency exchange contracts - matched customer book		469		—		469		7		(462	)		—

	$	65,414	$	—	$	65,414	$	1,441	$	(462	)	$	63,511
Foreign currency exchange contracts – matched customer book														Foreign currency exchange contracts – matched customer book	785		—				785				—				—				785
Foreign currency exchange contracts – foreign currency loan														Foreign currency exchange contracts – foreign currency loan	261		—				261				—				—				261
															$	26,344	$	—			$	26,344			$	321			$	(16,900)			$	9,123
Derivative Liabilities														Derivative Liabilities
Interest rate swaps	$	321	$	—	$	321	$	321	$	—		$	—	Interest rate swaps	$	367	$	—			$	367			$	—			$	367			$	—
Customer-related positions:														Customer-related positions:
Interest rate swaps		18,057		—		18,057		1,434		16,623			—	Interest rate swaps	92,409		—				92,409				321				—				92,088
Risk participation agreements		606		—		606		—		—			606	Risk participation agreements	45		—				45				—				—				45
Foreign currency exchange contracts - matched customer book		428		—		428		7		—			421
Foreign currency exchange contracts - foreign currency loan		203		—		203		—		—			203
Foreign currency exchange contracts – matched customer book														Foreign currency exchange contracts – matched customer book	763		—				763				—				—				763
Foreign currency exchange contracts – foreign currency loan														Foreign currency exchange contracts – foreign currency loan	1		—				1				—				—				1
															$	93,585	$	—			$	93,585			$	321			$	367			$	92,897
	$	19,615	$	—	$	19,615	$	1,762	$	16,623		$	1,230

~~13.~~

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	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
Description							Financial Instruments		Collateral Pledged/ (Received)
	(In thousands)
Derivative Assets
Interest rate swaps	$	16	$	—	$	16	$	—	$	—	$	16
Customer-related positions:
Interest rate swaps	23,567		—		23,567		381		(14,430)		8,756
Risk participation agreements	78		—		78		—		—		78
Foreign currency exchange contracts – matched customer book	198		—		198		—		—		198
Foreign currency exchange contracts – foreign currency loan	2		—		2		—		—		2
	$	23,861	$	—	$	23,861	$	381	$	(14,430)	$	9,050
Derivative Liabilities
Interest rate swaps	$	2,417	$	—	$	2,417	$	—	$	2,417	$	—
Customer-related positions:
Interest rate swaps	78,577		—		78,577		381		—		78,196
Risk participation agreements	130		—		130		—		—		130
Foreign currency exchange contracts – matched customer book	205		—		205		—		—		205
Foreign currency exchange contracts – foreign currency loan	93		—		93		—		—		93
	$	81,422	$	—	$	81,422	$	381	$	2,417	$	78,624

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.

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.

~~Trading~~

Securities

Trading securities consisted of fixed income municipal securities and were recorded at fair value. All fixed income securities were categorized as Level 2 as the valuations were estimated by a third-party pricing vendor using a valuation matrix with inputs including observable bond interest rate tables, recent transactions, and yield relationships.

~~Available for Sale~~ Securities

~~Available for sale securities~~ consisted of U.S. Treasury securities, U.S. Agency bonds, U.S. government-sponsored residential and commercial mortgage-backed securities, state and municipal bonds, and ~~others such as a qualified zone academy bond, and were~~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 ~~other~~U.S. Agency bonds 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 ~~was~~were estimated using either a matrix or benchmarks. The inputs used include benchmark yields, reported trades, broker/dealer quotes, and issuer spreads. ~~These~~Therefore, these securities were categorized as Level 2.

~~Municipal~~2 given the use of observable inputs.

The fair value of state and municipal bonds were ~~classified~~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 ~~for~~given the ~~same reasons described for the trading municipal securities.~~

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 ~~technique for the qualified zone academy~~matrix with inputs including observable bond ~~was a discounted cash flow methodology using market discount rates. The assumptions used included at least one significant model assumption or input that was unobservable,~~interest rate tables, recent transactions, and ~~therefore, this security was classified~~yield relationships. Therefore, these securities were categorized as Level 3.

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 available for sale, by type, is disclosed in Note 3.~~

Loans Held for Sale

~~Fair~~

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. ~~For loans held for sale, whose carrying amounts approximate fair value,~~

Loans are classified as Level 3 since the ~~fair value was estimated by the anticipated market price based upon pricing indications provided by investor banks.~~

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

valuation methodology utilizes significant unobservable inputs. Loans that are deemed to be ~~impaired~~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, if the loan is collateral-dependent, or at a carrying value based upon expected cash flows discounted using the loan’s effective interest rate.~~

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.

Rabbi Trust Investments

Rabbi trust investments consisted primarily of cash and cash equivalents, U.S. ~~Government~~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 2.2 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 1.1 as they were valued based upon quoted prices from the market. Mutual funds at net asset value amounted to ~~$46.4~~$44.2 million at ~~June~~September 30, ~~2020~~2023 and ~~$16.2~~$38.9 million at December 31, ~~2019.~~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).

~~Other Borrowed Funds~~

For other borrowed funds that mature in 90 days or less, the carrying amount reported in the consolidated balance sheets approximates fair value. For borrowed funds that mature in more than 90 days, the fair value was based on the discounted value of the contractual cash flows applying interest rates currently being offered in the market.

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 ~~volatilities.~~volatility. In addition, for customer-related interest rate swaps, the analysis reflects a credit valuation adjustment to reflect the Company’s own ~~nonperformance~~non-performance risk and the respective counterparty’s ~~nonperformance~~non-performance risk in the fair value measurements. The majority of inputs used to value ~~its~~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 ~~June~~September 30, ~~2020~~2023 and December 31, ~~2019,~~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.

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

Table of ~~the Company’s financial instruments as~~Contents

Fair Value of ~~June 30, 2020~~Assets and ~~December 31, 2019 were as follows:~~

   As of June 30, 2020    As of December 31, 2019
   Carrying
Amount    Fair
Value    Carrying
Amount    Fair
Value
   (In Thousands)
Assets

Cash and cash equivalents
   $ 1,432,561    $ 1,432,561    $ 362,602    $ 362,602
Trading securities
   —      —      961    961
Securities available for sale
   1,600,354    1,600,354    1,508,236    1,508,236
Loans held for sale
   2,972    2,972    26    26
Loans, net of allowance for loan losses
   9,862,980    10,191,776    8,889,184    9,116,018
Accrued interest receivable
   28,017    28,017    26,835    26,835
FHLB stock
   8,805    8,805    9,027    9,027
Rabbi trust investments
   78,808    78,808    78,012    78,012
Bank-owned life insurance
   77,528    77,528    77,546    77,546
Interest rate swap contracts

Customer-related positions
   171,433    171,433    64,463    64,463
Risk participation agreements
   995    995    482    482
Foreign currency forward contracts

Matched customer book
   151    151    469    469
Liabilities

Deposits
   $ 11,846,765    $ 11,847,001    $ 9,551,392    $ 9,548,889
Other borrowed funds
   —      —      201,082    201,082
FHLB advances
   14,922    14,847    18,964    18,188
Escrow deposits of borrowers
   14,233    14,233    15,349    15,349
Accrued interest payable
   370    370    1,712    1,712
Interest rate swap contracts

Cash flow hedges - interest rate positions
   38    38    321    321
Customer-related positions
   51,319    51,319    18,057    18,057
Risk participation agreements
   1,500    1,500    606    606
Foreign currency forward contracts

Matched customer book
   40    40    428    428
Foreign currency loan
   173    173    203    203
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 ~~June~~September 30, ~~2020~~2023 and December 31, ~~2019:~~

      Fair Value Measurements at Reporting Date Using
      Quoted Prices in    Significant
Description
      Active Markets    Other    Significant
   Balance as of    for Identical    Observable    Unobservable
   June 30, 2020    Assets (Level 1)    Inputs (Level 2)    Inputs (Level 3)
   (Dollars in thousands)
Assets

Securities available for sale

U.S. Treasury securities
   $ 60,936    $ 60,936    $ —      $ —
Government-sponsored residential mortgage-backed securities
   1,251,799    —      1,251,799    —
State and municipal bonds and obligations
   281,340    —      281,340    —
Other bonds
   6,279    —      —      6,279
Rabbi trust investments
   78,808    71,248    7,560    —
Interest rate swap contracts

Customer-related positions
   171,433    —      171,433    —
Risk participation agreements
   995    —      995    —
Foreign currency forward contracts

Matched customer book
   151    —      151    —








Total
   $ 1,851,741    $ 132,184    $ 1,713,278    $ 6,279








Liabilities

Interest rate swap contracts

Cash flow hedges - interest rate positions
   $ 38    $ —      $ 38    $ —
Customer-related positions
   51,319    —      51,319    —
Risk participation agreements
   1,500    —      1,500    —
Foreign currency forward contracts

Matched customer book
   40    —      40    —
Foreign currency loan
   173    —      173    —








Total
   $ 53,070    $ —      $ 53,070    $ —








2022:


			Fair Value Measurements at Reporting Date Using
												Fair Value Measurements at Reporting Date Using
			Quoted Prices in		Significant					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	Balance as of		Active Markets		Other		Significant		Description
	December 31, 2019		for Identical Assets (Level 1)		Observable Inputs (Level 2)		Unobservable Inputs (Level 3)			(In thousands)
	(Dollars In Thousands)
Assets									Assets
Trading securities
Municipal bonds	$	961	$	—	$	961	$	—
Securities available for sale									Securities available for sale
Government-sponsored residential mortgage-backed securities									Government-sponsored residential mortgage-backed securities	$	2,700,630			$	—			$	2,700,630			$	—
Government-sponsored commercial mortgage-backed securities									Government-sponsored commercial mortgage-backed securities	1,089,120		—				1,089,120				—
U.S. Agency bonds									U.S. Agency bonds	207,965		—				207,965				—
U.S. Treasury securities		50,420		50,420					U.S. Treasury securities	93,219		93,219				—				—
Government-sponsored residential mortgage-backed securities		1,167,968		—		1,167,968		—
State and municipal bonds and obligations		283,538		—		283,538		—	State and municipal bonds and obligations	170,584		—				170,584				—
Other bonds		6,310		—		—		6,310
Rabbi trust investments		78,012		63,945		14,067		—	Rabbi trust investments	80,238		74,080				6,158				—
Loans held for sale									Loans held for sale	23,892		—				23,892				—
Interest rate swap contracts									Interest rate swap contracts
Cash flow hedges - interest rate positions									Cash flow hedges - interest rate positions	15		—				15				—
Customer-related positions		64,463		—		64,463		—	Customer-related positions	25,236		—				25,236				—
Risk participation agreements		482		—		482		—	Risk participation agreements	47		—				47				—
Foreign currency forward contracts									Foreign currency forward contracts
Matched customer book		469		—		469		—	Matched customer book	785		—				785				—

Foreign currency loan									Foreign currency loan	261		—				261				—
Mortgage derivatives									Mortgage derivatives	68		—				68				—
Total	$	1,652,623	$	114,365	$	1,531,948	$	6,310	Total	$	4,392,060	$	167,299			$	4,224,761			$	—


Liabilities									Liabilities
Interest rate swap contracts									Interest rate swap contracts
Cash flow hedges - interest rate positions	$	321	$	—	$	321	$	—	Cash flow hedges - interest rate positions	$	367	$	—			$	367			$	—
Customer-related positions		18,057		—		18,057		—	Customer-related positions	92,409		—				92,409				—
Risk participation agreements		606		—		606		—	Risk participation agreements	45		—				45				—
Foreign currency forward contracts									Foreign currency forward contracts
Matched customer book		428		—		428		—	Matched customer book	763		—				763				—
Foreign currency loan		203		—		203		—	Foreign currency loan	1		—				1				—

Mortgage derivatives									Mortgage derivatives	118		—				118				—
Total	$	19,615	$	—	$	19,615	$	—	Total	$	93,703	$	—			$	93,703			$	—

Table of Contents


			Fair Value Measurements at Reporting Date Using
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)
Assets
Securities available for sale
Government-sponsored residential mortgage-backed securities	$	4,111,908	$	—	$	4,111,908	$	—
Government-sponsored commercial mortgage-backed securities	1,348,954		—		1,348,954		—
U.S. Agency bonds	952,482		—		952,482		—
U.S. Treasury securities	93,057		93,057		—		—
State and municipal bonds and obligations	183,092		—		183,092		—
Other debt securities	1,285		—		1,285		—
Rabbi trust investments	76,286		69,257		7,029		—
Loans held for sale	4,543		—		4,543		—
Interest rate swap contracts
Cash flow hedges - interest rate positions	16		—		16		—
Customer-related positions	23,567		—		23,567		—
Risk participation agreements	78		—		78		—
Foreign currency forward contracts
Matched customer book	198		—		198		—
Foreign currency loan	2		—		2		—
Mortgage derivatives	62		—		62		—
Total	$	6,795,530	$	162,314	$	6,633,216	$	—
Liabilities
Interest rate swap contracts
Cash flow hedges - interest rate positions	$	2,417	$	—	$	2,417	$	—
Customer-related positions	78,577		—		78,577		—
Risk participation agreements	130		—		130		—
Foreign currency forward contracts
Matched customer book	205		—		205		—
Foreign currency loan	93		—		93		—
Mortgage derivatives	58		—		58		—
Total	$	81,480	$	—	$	81,480	$	—

There were no transfers to or from Level 1, 2 and 3 during the ~~six~~nine months ended ~~June~~September 30, ~~2020~~2023 and ~~year~~twelve months ended December 31, ~~2019.~~

For the fair value measurements which are classified as Level 3 within the fair value hierarchy, the Company’s Treasury and Finance groups determine the valuation policies and procedures. For the valuation of the qualified zone academy bond, the2022.

The Company ~~uses third-party valuation information. Management determined that~~held no changes to the quantitative unobservable inputs were necessary. Management employs various techniques to analyze the valuation it receives from third parties, such as analyzing changes in market yields. Management reviews changes in fair value from period to period to ensure that values received from the third parties are consistent with their expectation of the market.

~~The tables below presents a reconciliation for all~~ assets ~~and~~or liabilities measured at fair value on a recurring basis using significant unobservable inputs (Level 3) ~~during the three~~as of September 30, 2023 or December 31, 2022.

Fair Value of Assets and ~~six months ended June 30, 2020 and 2019:~~

   Securities
Available for Sale
   (Dollars In Thousands)
Balance at January 1, 2019
   $ 6,045
Gains and losses (realized/unrealized):

Included in earnings
   55


Balance at June 30, 2019
   $ 6,100


Balance at January 1, 2020
   $ 6,310
Gains and losses (realized/unrealized):

Included in net income
   55
Included in other comprehensive income
   (86 )


Balance at June 30, 2020
   $ 6,279


Balance at April 1, 2019
   $ 6,073
Gains and losses (realized/unrealized):

Included in earnings
   27


Balance at June 30, 2019
   $ 6,100


Balance at April 1, 2020
   $ 6,249
Gains and losses (realized/unrealized):

Included in earnings
   27
Included in other comprehensive income
   3


Balance at June 30, 2020
   $ 6,279

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 ~~June~~September 30, ~~2020~~2023 and December 31, ~~2019.~~

2022.

      Fair Value Measurements at Reporting Date Using
      Quoted Prices
in Active    Significant
Description
      Markets for    Other    Significant
   Balance as of June
30, 2020    Identical Assets
(Level 1)    Observable
Inputs (Level 2)    Unobservable
Inputs (Level 3)
   (Dollars in thousands)
Assets

Other real estate owned
   $ 40    $ —      $ —      $ 40
Collateral-dependent impaired loans whose fair value is based upon appraisals
   13,011    —      —      13,011








Total
   $ 13,051    $ —      $ —      $ 13,051

      Fair Value Measurements at Reporting Date Using
      Quoted Prices
in Active    Significant
Description
      Markets for    Other    Significant
   Balance as of
December 31, 2019    Identical Assets
(Level 1)    Observable
Inputs (Level 2)    Unobservable
Inputs (Level 3)
   (Dollars in thousands)
Assets

Collateral-dependent impaired loans whose fair value is based upon appraisals
   $ 4,261    $ —      $ —      4,261

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			Fair Value Measurements at Reporting Date Using
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)
Assets
Individually assessed collateral-dependent loans whose fair value is based upon appraisals	$	18,105	$	—	$	—	$	18,105


			Fair Value Measurements at Reporting Date Using
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)
Assets
Collateral-dependent impaired loans whose fair value is based upon appraisals	$	16,432	$	—	$	—	$	16,432

For the valuation of the ~~other real estate owned and~~ collateral-dependent ~~impaired~~ 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.

~~Impaired loans in~~

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 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)
Assets
Held to maturity securities:
Government-sponsored residential mortgage-backed securities	$	276,493	$	246,343	$	—	$	246,343	$	—
Government-sponsored commercial mortgage-backed securities	200,154		176,883		—		176,883		—
Loans, net of allowance for loan losses	13,420,317		13,149,096		—		—		13,149,096
FHLB stock	41,363		41,363		—		41,363		—
Bank-owned life insurance	160,790		160,790		—		160,790		—
Liabilities
Deposits	$	18,974,359	$	18,960,407	$	—	$	18,960,407	$	—
FHLB advances	704,084		702,954		—		702,954		—
Escrow deposits of borrowers	22,314		22,314		—		22,314		—
Interest rate swap collateral funds	14,430		14,430		—		14,430		—

This summary excludes certain financial assets and liabilities for which the ~~reserve was established based upon expected~~carrying value approximates fair value. For financial assets, these may include cash ~~flows discounted at~~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 ~~loan’s effective interest rate~~fair value hierarchy. Also excluded from the summary are ~~not deemed to be~~financial instruments measured at fair ~~value.~~

~~14.~~value on a recurring and nonrecurring basis, as previously described.

17. Revenue from Contracts with Customers

~~The Company adopted the new revenue recognition standard under ASC 606 on January 1, 2019 using the modified retrospective approach.~~

Revenue recognition remained substantially unchanged following adoption of ASC 606 and, therefore, there were no material changes to the Company’s consolidated financial statements at or for the year ended December 31, 2019, as a result of adopting the new guidance.

~~The Company derives a portion of its noninterest income~~ from contracts with customers ~~as such, revenue~~within the scope of ASC 606, Revenue from ~~such arrangements~~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 orand 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:

~~Identify the contract(s) with the customers~~

~~Identify the performance obligations~~

~~Determine the transaction price~~

~~Allocate the transaction price to the performance obligations~~

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

1.Identify the contract(s) with the customers

2.Identify the performance obligations

3.Determine the transaction price

4.Allocate the transaction price to the performance obligations

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

The Company 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.~~

~~The Company has disaggregated its revenue~~Consolidated Financial Statements.

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A portion of the Company's noninterest income/(loss) is derived from contracts with customers within the scope of ASC ~~606~~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 June 30,    Six months ended June 30,
   2020    2019    2020    2019
   (Dollars In Thousands)
Insurance commissions
   $ 22,697    $ 24,135    $ 50,174    $ 48,897
Service charges on deposit accounts
   4,364    6,771    10,462    13,175
Trust and investment advisory fees
   5,194    4,980    10,289    9,608
Debit card processing fees
   2,337    2,638    4,807    5,048
Other non-interest income
   1,485    2,045    3,537    3,919








Total noninterest income in-scope of ASC 606
   36,077    40,569    79,269    80,647
Total noninterest income out-of-scope of ASC 606
   11,580    5,063    1,757    12,785








Total noninterest income
   $ 47,657    $ 45,632    $ 81,026    $ 93,432


	Three Months Ended September 30,				Nine Months Ended September 30,
	2023		2022		2023		2022
	(In thousands)
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
Other noninterest income	2,548		2,728		7,723		8,067
Total noninterest income in-scope of ASC 606	19,574		18,517		57,047		59,009
Total noninterest (loss) income out-of-scope of ASC 606	(417)		1,007		(321,539)		(4,684)
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 LLC. 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 $7.7 million as of June 30, 2020, and $3.9 million as of December 31, 2019, 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.

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~~

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~~management fees earned but not yet received amounted to ~~$0.8~~$1.7 million and $2.1 million as of ~~both June~~September 30, ~~2020~~2023 and December 31, ~~2019~~2022 and were included in other assets.

~~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 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 June 30, 2020 and December 31, 2019 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. 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

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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, 2023 and December 31, 2022 and were included in other assets.

Other Noninterest Income

The Company earns various types of other noninterest income that ~~fall within the scope of the new revenue recognition rules and~~ have been aggregated into one general revenue stream in the table noted above. ~~The amount~~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 and insured cash sweep fee income.~~fees. Individually, these sources of noninterest income are ~~immaterial.~~

~~15.~~not material.

18. Other Comprehensive Income

The following tables present a reconciliation of the changes in the components of other comprehensive (loss) income ~~(loss)~~ 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 ~~(loss):~~

   Three months ended June 30, 2020 Six months ended June 30, 2020
   Pre Tax
Amount Tax
(Expense)
Benefit After Tax
Amount Pre Tax
Amount    Tax
(Expense)
Benefit After Tax
Amount

   (Dollars In Thousands)
Unrealized gains (losses) on securities available for sale:

Change in fair value of securities available for sale
   $ 511 $ (97 ) $ 414 $ 34,313    $ (7,612 ) $ 26,701
Less: reclassification adjustment for gains included in net income
   163 (36 ) 127 285    (63 ) 222




Net change in fair value of securities available for sale
   348 (61 ) 287 34,028    (7,549 ) 26,479
Unrealized gains (losses) on cash flow hedges:

Change in fair value of cash flow hedges
   3,455 (971 ) 2,484 47,011    (13,215 ) 33,796
Less: net cash flow hedge losses reclassified into interest income
   7,134 (2,005 ) 5,129 10,246    (2,880 ) 7,366




Net change in fair value of cash flow hedges
   (3,679 ) 1,034 (2,645 ) 36,765    (10,335 ) 26,430
Defined benefit pension plans:

Amortization of actuarial net loss
   4,721 (1,326 ) 3,395 4,721    (1,326 ) 3,395
Amortization of prior service cost
   12 (3 ) 9 12    (3 ) 9




Net change in other comprehensive income for defined benefit postretirement plans
   4,733 (1,329 ) 3,404 4,733    (1,329 ) 3,404




Total other comprehensive income
   $ 1,402 $ (356 ) $ 1,046 $ 75,526    $ (19,213 ) $ 56,313




during the nine months ended September 30, 2023.

   Three months ended June 30, 2019    Six months ended June 30, 2019
   Pre Tax
Amount    Tax
(Expense)
Benefit After Tax
Amount    Pre Tax
Amount    Tax
(Expense)
Benefit After Tax
Amount

   (Dollars In Thousands)
Unrealized gains (losses) on securities available for sale:

Change in fair value of securities available for sale
   $ 15,006    $ (3,354 ) $ 11,652    $ 47,135    $ (10,454 ) $ 36,681
Less: reclassification adjustment for gains included in net income
   1,966    (448 ) 1,518    2,016    (459 ) 1,557








Net change in fair value of securities available for sale
   13,040    (2,906 ) 10,134    45,119    (9,995 ) 35,124
Unrealized gains (losses) on cash flow hedges:

Change in fair value of cash flow hedges
   16,054    (4,513 ) 11,541    21,914    (6,160 ) 15,754
Less: net cash flow hedge losses reclassified into interest income
   231    (65 ) 166    524    (147 ) 377








Net change in fair value of cash flow hedges
   15,823    (4,448 ) 11,375    21,390    (6,013 ) 15,377








Total other comprehensive income
   $ 28,863    $ (7,354 ) $ 21,509    $ 66,509    $ (16,008 ) $ 50,501

~~(1)~~

Includes amortization of $0.3 million of the remaining balance of realized but unrecognized gains, net of tax, from the termination of interest rate swaps during Q2 2020. The original gain of $22.3 million, net of tax, will be recognized in earnings through January 2023. The balance of this gain had amortized to $22.0 million, net of tax, at June 30, 2020.

Table of Contents


	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, was fully recognized in earnings in the first quarter of 2023. The balance of this gain had amortized to $0.4 million, net of tax, at September 30, 2022.

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
   (In Thousands)
Beginning balance: January 1, 2020
   $ 21,798    $ 15,624    $ 81,269    $ (43,847 )
Other comprehensive income (loss) before reclassifications
   26,701    33,796    —      60,497
Less: Amounts reclassified from accumulated other comprehensive income
   222    7,366    3,404    4,184








Net current-period other comprehensive income
   26,479    26,430    (3,404 )    56,313








Ending Balance: June 30, 2020
   $ 48,277    $ 42,054    $ 77,865    $ 12,466








Beginning Balance: January 1, 2019
   $ (19,360 )    $ 2,988    $ 59,389    $ (75,761 )
Other comprehensive income (loss) before reclassifications
   36,681    15,754    —      52,435
Less: Amounts reclassified from accumulated other comprehensive income
   1,557    377    —      1,934








Net current-period other comprehensive income
   35,124    15,377    —      50,501








Ending Balance: June 30, 2019
   $ 15,764    $ 18,365    $ 59,389    $ (25,260 )

~~16. Segment Reporting~~

~~The Company’s primary reportable segment is its banking business, which offers a range~~


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

19. Discontinued Operations

Table of commercial, retail, wealth management and banking services, and consists primarily of attracting deposits from the general public 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. Revenue from the banking business consists primarily of interest earned on loans and investment securities. In addition to its banking business reportable segment,Contents

On September 19, 2023, the Company ~~has~~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 ~~reportable segment, which consists~~for a gross purchase price of ~~insurance-related activities, acting as an independent agent in offering commercial, personal and employee benefits insurance products to individual and commercial clients. Revenue from~~$515.0 million. The agreement also provides for the assumption of certain liabilities of the insurance agency business ~~consists primarily~~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 ~~sales of~~October 31, 2023, the Company ceased to offer insurance products and ~~services.~~

~~Results~~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 also earns profit-sharing revenues, also referred to as contingency revenue, 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 ~~selected financial~~growth rates. These amounts are in excess of the commission revenues discussed above, and not all business placed with underwriting enterprises is eligible for contingent revenues. Contingent revenues are variable and generally based upon the Company’s expectation of 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 a contract-by-contract basis. As estimates may change significantly from period to period, the Company does not recognize this revenue until it has concluded that, based on all the facts and information ~~by segment and reconciliation~~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 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 ~~consolidated financial statements as~~agreement of $515.0 million and ~~for~~an estimated working capital adjustment of $4.2 million, which were reduced by transaction expenses of $17.0 million and the ~~three months ended June 30, 2020 and 2019, and for the six months ended June 30, 2020 and 2019, was as follows:~~

As of and for the three months ended June 30,
2020 2019
Banking
Business Insurance
Agency
Business Other /
Eliminations Total Banking
Business Insurance
Agency
Business Other /
Eliminations Total
(dollars in thousands)
Net interest income
$ 98,755 $ —   $ —   $ 98,755 $ 103,523 $ —   $ —   $ 103,523
Provision for loan losses
8,600 —   —   8,600 1,500 —   —   1,500

Net interest income after provision for loan losses
90,155 —   —   90,155 102,023 —   —   102,023
Noninterest income
23,779 23,886 (8 ) 47,657 21,143 24,489 —   45,632
Noninterest expense
81,713 20,084 (1,032 ) 100,765 83,205 19,200 (835 ) 101,570

Income before provision for income taxes
32,221 3,802 1,024 37,047 39,961 5,289 835 46,085
Income tax provision
6,121 1,076 —   7,197 9,517 1,515 —   11,032

Net income
$ 26,100 $ 2,726 $ 1,024 $ 29,850 $ 30,444 $ 3,774 $ 835 $ 35,053

Total assets
$ 13,867,746 $ 193,320 $ (64,543 ) $ 13,996,523 $ 11,397,392 $ 164,576 $ (48,284 ) $ 11,513,684

Total liabilities
$ 12,314,286 $ 53,150 $ (64,543 ) $ 12,302,893 $ 9,975,081 $ 35,228 $ (48,284 ) $ 9,962,025

For the six months ended June 30,
2020 2019
Banking
Business Insurance
Agency
Business Other /
Eliminations Total Banking
Business Insurance
Agency
Business Other /
Eliminations Total
(dollars in thousands)
Net interest income
$ 198,901 $ —   $ —   $ 198,901 $ 206,195 $ —   $ —   $ 206,195
Provision for loan losses
37,200 —   —   37,200 4,500 —   —   4,500

Net interest income after provision for loan losses
161,701 —   —   161,701 201,695 —   —   201,695
Noninterest income
30,647 50,408 (29 ) 81,026 43,405 50,048 (21 ) 93,432
Noninterest expense
160,178 37,725 (1,966 ) 195,937 169,096 39,067 (1,764 ) 206,399

Income before provision for income taxes
32,170 12,683 1,937 46,790 76,004 10,981 1,743 88,728
Income tax provision
4,906 3,589 —   8,495 17,576 3,134 —   20,710

Net income
$ 27,264 $ 9,094 $ 1,937 $ 38,295 $ 58,428 $ 7,847 $ 1,743 $ 68,018

~~17. Subsequent Events~~

~~Plan~~settlement of ~~Reorganization and Conversion~~

~~On June 12, 2020, the Board of Trustees~~certain obligations of the Company ~~adopted a Plan~~primarily related to employee post-retirement liabilities that originated prior to closing of ~~Conversion (the “Plan”). Pursuant to the Plan,~~$4.1 million. In addition, the Company ~~will reorganize from a mutual holding company into a publicly traded stock form~~transferred $7.4 million in fiduciary cash to Gallagher upon closing which is not included in the amount of ~~organization.~~net cash consideration of $498.1 million. In connection with the ~~reorganization,~~sale, the Company ~~will transfer~~recognized a gain on sale of approximately $389.3 million, which is subject to ~~Eastern Bankshares, Inc., a recently formed Massachusetts corporation, 100% of~~certain post-closing adjustments related to working capital and transaction expenses. Refer to Note 19, “Discontinued Operations” for additional information regarding the Bank’s common stock, and immediately thereafter the Company will merge into Eastern Bankshares, Inc. Pursuant to the Plan, Eastern Bankshares, Inc. will issue shares of common stock in a public offering. Eastern Bankshares, Inc. will offer 100%Company’s sale of its outstanding common stock to the Company’s eligible depositors, the employee stock ownership plan (“ESOP”) and certain other persons. Eastern Bankshares, Inc. will determine the range of the offering value and the number of shares of common stock to be issued based upon an independent appraiser’s valuation. The stock will be priced at $10.00 per share.insurance agency business. In addition, the ~~Boards~~Company recognized indirect noninterest expenses associated with the sale of ~~Directors~~approximately $24.2 million.

In connection with the sale of ~~Eastern Bankshares, Inc. and~~its insurance agency business, the Company ~~have adopted an~~amended its Defined Benefit Plan and BEP (the “Plans”), as well as the ESOP, ~~which is permitted~~ to ~~subscribe~~allow for ~~up to 8%~~accelerated vesting for all employees of the ~~common stock~~insurance agency business and several employees of the Bank transitioning to ~~be outstanding following~~Gallagher who are participating in the Plan. In addition, the amendments included an amendment to the 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 year cliff vesting schedule as provided under the Defined Benefit Plan. In addition, in accordance with ASC 715-20, “Compensation-Retirement Benefits - Defined Benefit Plans,” the Company recognized a curtailment gain upon completion of the ~~reorganization and~~sale of the ~~offering. The Plan provides for Eastern Bankshares, Inc. to donate~~insurance agency business associated with the prior service credits attributable to the ~~Eastern Bank Charitable Foundation (the “Foundation”) immediately after the offering a number of authorized but previously unissued shares of Eastern Bankshares, Inc. common stock equal to 4%~~employees of the ~~number~~insurance agency business, all of ~~shares of common stock that will be issued and outstanding immediately after the offering (including the shares donated~~which transferred to ~~the Foundation) (the “Stock Donation”).~~

On August 6, 2020, the corporators of the Company separately approved the Plan and the Stock Donation. The Board of Governors of the Federal Reserve System approved the application of Eastern Bankshares, Inc. to become a bank holding company upon the completion of the conversion, although the approval of the Federal Reserve Board is required before Eastern Bankshares, Inc. can consummate the offering. The Company has filed an application with respect to the offering with the Massachusetts Commissioner of Banks, and the Massachusetts Commissioner of Banks authorized Eastern Bankshares, Inc. to commence the offering. However, final regulatory approval is required before Eastern Bankshares, Inc. can consummate the offering. The subscription offering commenced on August 18, 2020 and expired on September 16, 2020. The Company expects that the offering will close and the conversion will be completed in October 2020.

The Plan provides that eligible account holders will receive an interest in a liquidation account maintained by Eastern Bankshares, Inc. in an amount equal to (i) the Company’s ownership interest in the Bank’s total shareholders’ equity asGallagher. As of the date of the latest statement of financial position included in the latest prospectus filed with the U.S. Securities and Exchange Commission for the offering, plus (ii) the value of the net assets of the Company as of the date of the latest statement of financial position of the Company prior to the consummation of the conversion (excluding its ownership of the Bank). The Plan also provides for the establishment of a parallel liquidation account maintained at the Bank to support Eastern Bankshares, Inc.’s liquidation account in the event Eastern Bankshares, Inc. does not have sufficient assets to fund its obligations under Eastern Bankshares, Inc.’s liquidation account. Eastern Bankshares, Inc. and the Bank will hold the liquidation accounts for the benefit of eligible account holders who continue to maintain deposits in the Bank after the conversion. Following the completion of the offering, Eastern Bankshares, Inc. will not be permitted to pay dividendsthis Quarterly Report on ~~its capital stock if the shareholders’ equity of Eastern Bankshares, Inc. would be reduced below~~Form 10-Q, management estimates the amount of such non-cash settlement credit to be a gain within the ~~liquidation account. The liquidation account will be reduced annually~~range of $13.0 million and $18.0 million, representing the combined effect of the amendments to the extent that eligible account holders have reduced their qualifying deposits. Subsequent increases will not restore an eligible account holder’s interest in the liquidation accounts. In the event of a complete liquidation of the Bank,Defined Benefit Plan and ~~only in such event, each account holder will be entitled to receive a distribution from the liquidation account in an amount proportionate to the adjusted qualifying account balances then held.~~

Costs associated with the stock offering have been deferred and will be deducted from the proceeds of the shares sold in the stock issuance. If the stock offering is not completed, all costs will be charged to expense. At June 30, 2020, approximately $4.5 million of stock offering costs had been incurred and deferred.

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 ~~June~~September 30, ~~2020,~~2023, and our results of operations for the ~~three-~~three and ~~six-month periods~~nine months ended ~~June~~September 30, ~~2020~~2023 and ~~2019.~~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 ~~prospectus, filed with~~2022 Form 10-K.

Forward-Looking Statements

When we use the ~~Securities~~terms “we,” “us,” “our,” and ~~Exchange Commission pursuant to Rule 424(b)(3) on August 18, 2020.~~

~~Forward-Looking Statements~~

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~~following factors:

•changes in regional, national or international macroeconomic conditions, including changes in inflation, recessionary pressures or interest rates in the United 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 ~~disruptions of the~~ ~~COVID-19~~ ~~pandemic and measures taken~~charge-off rates are higher than expected due 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~~changes in economic ~~contraction as a result of the~~ ~~COVID-19~~ ~~pandemic; continued deterioration in employment levels and other~~ assumptions or adverse economic developments;

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

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

•turbulence in the capital and debt ~~markets; changes in interest rates;~~ 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; ~~reputational risks relating to the Company’s participation in the Paycheck Protection Program and other pandemic-related legislative and regulatory initiatives and programs;~~

•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 2022 Form 10-K and as may be further updated in our filings with the ~~other risks.~~ 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 ~~U.S.~~ 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 2022 Form 10-K, as updated by the ~~Company’s prospectus, filed with the Securities and Exchange Commission pursuant to Rule 424(b)(3) on August 18, 2020. There have been no material changes~~notes to our ~~critical accounting policies as compared to the critical accounting policies described in the Company’s prospectus.~~

~~Selected Financial Data~~

~~The selected consolidated financial and other data of the Company set forth below should be read in conjunction with more detailed information, including the~~Unaudited Interim Condensed Consolidated Financial Statements accompanying this Quarterly Report on Form 10-Q. Effective January 1, 2023, we adopted ASU 2022-02, the accounting policy for which is described in Note 2, “Summary of Significant Accounting Policies,”and ~~related notes, appearing elsewhere~~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.

   As of June 30,
2020    As of December 31,
2019
   (Dollars in thousands)
Selected Financial Condition Data:

Total assets
   $ 13,996,523    $ 11,628,775
Cash and cash equivalents
   1,432,561    362,602
Trading securities
   —      961
Securities available for sale
   1,600,354    1,508,236
Loans, net of allowance for loan losses and unamortized premiums, net of unearned discounts and deferred fees
   9,862,980    8,899,184
Federal Home Loan Bank stock, at cost
   8,805    9,027
Goodwill and other intangibles, net
   376,331    377,734
Total liabilities
   12,302,893    10,028,622
Total deposits
   11,846,765    9,551,392
Total borrowings
   29,155    235,395
Total equity
   1,693,630    1,600,153
Nonperforming loans
   55,395    43,775
Nonperforming assets
   55,435    43,775
   Six months ended June 30,
   2020    2019
   (Dollars in thousands)
Selected Operating Data:

Interest and dividend income
   $ 208,092    $ 224,321
Interest expense
   9,191    18,126




Net interest income
   198,901    206,195
Provision for loan losses
   37,200    4,500




Net interest income after provision for loan losses
   161,701    201,695
Noninterest income
   81,026    93,432
Noninterest expense
   195,937    206,399




Income before income taxes
   46,790    88,728
Provision for income taxes
   8,495    20,710




Net income
   $ 38,295    $ 68,018

   As of and for the six months ended June 30,
   2020 2019
Performance Ratios:

Return on average assets ^{(1) (6)}
   0.61 % 1.21 %
Return on average equity ^{(2) (6)}
   4.64 % 9.20 %
Interest rate spread (FTE) ^{(3) (6)}
   3.38 % 3.80 %
Net interest margin (FTE) ^{(4) (6)}
   3.49 % 4.03 %
Noninterest expenses to average assets ⁽⁶⁾
   3.11 % 3.68 %
Efficiency ratio ⁽⁵⁾
   70.00 % 68.89 %
Average interest-earning assets to average interest-bearing liabilities
   172.86 % 165.60 %
Capital Ratios:

Average equity to average assets
   13.09 % 13.16 %
Total capital to risk weighted assets
   14.00 % 12.79 %
Tier 1 capital to risk weighted assets
   12.77 % 11.89 %
Common equity tier 1 capital to risk weighted assets
   12.77 % 11.89 %
Tier 1 capital to average assets
   9.99 % 10.99 %
Asset Quality Ratios:

Allowance for loan losses as a percentage of total loans
   1.17 % 0.92 %
Allowance for loan losses as a percentage of nonperforming loans
   210.55 % 251.34 %
Net charge-offs (recoveries) to average outstanding loans during the period ⁽⁶⁾
   0.06 % 0.06 %
Nonperforming loans as a percentage of total loans
   0.56 % 0.36 %
Nonperforming loans as a percentage of total assets
   0.40 % �� 0.29 %
Total nonperforming assets as a percentage of total assets
   0.40 % 0.29 %

~~(1)~~

~~Represents net income divided by average total assets.~~

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

~~(2)~~

~~Represents net income divided by average equity.~~

~~(3)~~

~~Represents the difference between average yield on average interest-earning assets and the average cost of interest-bearing liabilities for the periods on a fully~~ ~~tax-equivalent~~ ~~(FTE) basis.~~

~~(4)~~

~~Represents net interest income as a percentage of average interest-earning assets adjusted on a FTE basis.~~

~~(5)~~

~~Represents noninterest expenses divided by the sum of net interest income and noninterest income.~~

~~(6)~~

~~Ratios have been annualized.~~

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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, 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 ~~$14.0~~$21.1 billion and ~~$11.6~~$22.6 billion at ~~June~~September 30, ~~2020~~2023 and December 31, ~~2019,~~2022, respectively. We are subject to comprehensive regulation and examination by the Massachusetts Commissioner of Banks, the ~~Federal Deposit Insurance Corporation (“FDIC”),~~FDIC, the Federal Reserve Board and the Consumer Financial Protection Bureau.

We manage our business under two business segments: our banking business, which contributed $125.7 million, or 84.0%, of our total income (interest and dividend income and noninterest income) for the three months ended June 30, 2020 and contributed $238.7 million, or 82.6%, of our total income for the six months ended June 30, 2020, and our insurance agency business, which contributed $23.9 million, or 16.0%, of our total income for the three months ended June 30, 2020 and $50.4 million, or 17.4%, of our total income for the six months ended June 30, 2020. 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.

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 and, consequently, reclassified substantially all of 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 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, respectively, representing an increase of 20.2% and a decrease of 164.7%, respectively. The increase in net income for the three months ended September 30, 2023 compared to 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 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, 2023, respectively, and net income from continuing operations for the three and nine months ended September 30, 2022 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, 2023 was $52.1 million and $146.3 million, respectively, compared to operating net income for the three and nine months ended September 30, 2022 of $53.6 million and $151.3 million, respectively, representing decreases of 2.8% and 3.3%, respectively. These decreases were primarily due to decreased noninterest income on an operating basis along with increased noninterest expense on an operating basis for both the 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” within this Item 2 for a reconciliation of operating net income to net income on a GAAP basis and further discussion of 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 ~~Federal Home Loan Bank (“FHLB”) of Boston (“FHLBB”)~~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 June 30, 2020 and December 31, 2019, we had total commercial and industrial loans of $2.3 billion and $1.6 billion, representing 22.7% and 18.3%, 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 market and the Shared National Credit Program (“SNC Program”). As of June 30, 2020 and December 31, 2019, our SNC Program portfolio totaled $514.5 million and $419.0 million, or 22.6%% and 25.5%, respectively, of our commercial and industrial portfolio, and 41.0% and 47.0%, respectively, of our SNC Program portfolio were loans to borrowers headquartered in our primary lending market. Our commercial and industrial portfolio also includes our Asset Based Lending Portfolio (“ABL Portfolio”). As of June 30, 2020 and December 31, 2019, our ABL Portfolio totaled $159.1 million and $163.0 million, or 7.0% and 9.9%, respectively, of our commercial and industrial portfolio.

•

~~Commercial real estate~~: Loans in this category include mortgage loans on commercial real estate, both investment and owner occupied. As of June 30, 2020 and December 31, 2019, we had total commercial real estate loans of $3.6 billion and $3.5 billion, representing 35.8% and 39.3%, respectively, of our total loans. Property types financed include office, industrial, multi-family, affordable housing, retail, hotel and other types of properties. 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.

•

~~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. Substantially all of our commercial construction portfolio is in commercial real estate. As of June 30, 2020 and December 31, 2019, we had total commercial construction loans of $282.2 million and $273.8 million, representing 2.8% and 3.0%, respectively, of our total loans.

•

~~Business banking~~: Loans in this category are comprised of loans to small businesses with exposures of under $ 1 million and small investment real estate projects with exposures of under $3 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 June 30, 2020 and December 31, 2019, we had total business banking loans of $1.2 billion and $771.5 million, respectively, representing 12.3% and 8.6% of our total loans for each period, respectively. In this category, commercial and industrial loans and commercial real estate loans totaled $676.2 million and $558.8 million, respectively, as of June 30, 2020, and $229.0 million and $542.0 million, respectively, as of December 31, 2019. 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 Small Business Association (“SBA”) lending. SBA guarantees reduce our risk of loss when default occurs and are considered a credit enhancement to the loan structure. During the three months ended June 30, 2020, we originated $1.1 billion of loans to approximately 8,100 borrowers under the Paycheck Protection Program (“PPP”) under the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”), as described in further detail elsewhere in this Quarterly Report.

•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 September 30, 2023 and December 31, 2022, we had total commercial and industrial loans of $3.1 billion and $3.2 billion, respectively, representing 22.2% and 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 market and the SNC Program. As of September 30, 2023 and December 31, 2022, our SNC Program portfolio totaled $666.9 million and $685.8 million, respectively, or 21.6% and 21.9%, respectively, of our commercial and industrial portfolio, and 46.7% and 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”) and industrial revenue bonds (“IRBs”), the balances of which are detailed below:

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

◦As of September 30, 2023 and December 31, 2022, 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, 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, 2023 and December 31, 2022, we had total commercial real estate loans of $5.4 billion and $5.2 billion, representing 38.8% and 38.0%, respectively, of our total loans as of each period end. As of both September 30, 2023, and December 31, 2022, owner occupied loans totaled $0.9 billion, representing 16.8% and 17.8%, respectively, of our commercial real estate loans. 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 $590.7 million and $608.0 million as of September 30, 2023 and December 31, 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, 2023 and December 31, 2022, we had total commercial construction loans of $382.6 million and $336.3 million, respectively, representing 2.8% and 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 $1.0 million and small investment real estate projects with exposures of under $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, 2023 and December 31, 2022, we had total business banking loans of $1.1 billion, representing 7.8% and 8.0% of our total loans for each period end, respectively. In this category, commercial and industrial loans and commercial real estate loans totaled $187.0 million and $900.8 million, respectively, as of September 30, 2023, and $208.4 million and $882.1 million, respectively, as of December 31, 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.

Residential Lending

•

~~Residential real estate~~: Loans in this category consist of mortgage loans on residential real estate. As of both June 30, 2020 and December 31, 2019, we had total residential loans of $1.4 billion, representing 14.0% and 15.9%, 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 score and cash reserves and maximum 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 loans are originated either for sale to investors or to retain in our loan portfolio. 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 our capital needs. During the three and six months ended June 30, 2020 and year ended December 31, 2019, residential real estate mortgage originations were $256.9 million, $380.3 million and $443.0 million, respectively, of which $130.9 million, $201.4 million and $209.0 million, respectively, were sold on the secondary markets. We generally do not continue to service residential loans that we sell in the secondary market.

•Residential real estate: Loans in this category consist of mortgage loans on residential real estate. As of September 30, 2023 and December 31, 2022, we had total residential real estate loans of $2.6 billion and $2.5 billion, respectively, representing 18.4% and 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 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. We began purchasing residential real estate mortgage loans during the 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, 2023, we purchased $32.0 million of residential real estate mortgage loans. We did not purchase any residential real estate mortgage loans during the three months ended September 30, 2023. During the three and nine months ended September 30, 2022, we purchased $79.9 million of residential real estate loans.

Consumer Lending

•

~~Consumer home equity~~: Loans in this category consist of home equity lines of credit and home equity loans. As of June 30, 2020 and December 31, 2019, we had total consumer home equity loans of $905.5 million and $933.1 million, representing 9.0% and 10.4%, respectively, of our total loans. Home equity lines of credit are granted for ten years with monthly interest-only repayment requirements. Home equity lines of credit can be converted to term loans that are fully amortized. 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.

•

~~Other consumer~~: Loans in this category consist of unsecured personal lines of credit, overdraft protection, automobile and aircraft loans, and other personal loans. As of June 30, 2020 and December 31, 2019, we had total other consumer loans of $334.7 million and $402.4 million, representing 3.3% and 4.5%, 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. Included in this category are $181.3 million and $243.9 million of automobile loans, respectively, at June 30, 2020 and December 31, 2019.

•Consumer home equity: Loans in this category consist of home equity lines of credit and home equity loans. As of both September 30, 2023 and December 31, 2022, we had total consumer home equity loans of $1.2 billion, representing 8.6% and 8.8%, respectively, of our total 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 ~~Banking~~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, 2023 and December 31, 2022, we had total other consumer loans of $219.7 million and $194.1 million, respectively, representing 1.6% and 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 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 June 30, 2020 and December 31, 2019, our total commercial deposits were $4.6 billion and $3.2 billion, respectively, and our commercial noninterest income during the three and six months ended June 30, 2020 and year ended December 31, 2019 were $21.1 million, $26.1 million and $29.8 million, respectively. As of June 30, 2020, there were no Federal funds provided to us by financial institution customers. During the month of March 2020, Federal funds provided to us by our financial institution customers were transferred to interest-bearing deposits and totaled $299.5 million as of June 30, 2020. As of December 31, 2019, Federal funds provided to us by our financial institution customers were $201.1 million.

Other Consumer Deposit Products

•We offer a wide variety of deposit products and services to our consumer customers. We service these customers through our 8997 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.

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 ~~June~~September 30, ~~2020~~2023 and December 31, ~~2019,~~2022, we held ~~$2.6~~$3.2 billion and ~~$2.7~~$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.~~Report on Form 10-Q. For the three and ~~six~~nine months ended ~~June~~September 30, ~~2020 and the year ended December 31, 2019,~~2023, we had noninterest income of ~~$5.2 million, $10.3~~$6.2 million and ~~$19.7~~$18.1 million, respectively, from providing these ~~services.~~

~~Insurance Agency Business~~

~~Our insurance agency business consists of insurance-related activities such as acting as an independent agent in offering commercial, personal and employee benefits insurance products~~services compared to individual and commercial clients through our wholly owned agency, Eastern Insurance Group LLC. 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 retirement 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 portion of our noninterest income, representing $22.7 million, $50.2$5.8 million and ~~$90.6~~$18.0 million ~~or 47.6%, 62.0% and 49.7%, respectively, of our noninterest income during~~for the three and ~~six~~nine months ended ~~June~~September 30, ~~2020~~2022, respectively.

Acquisitions

Proposed Acquisition

On September 19, 2023, we entered into a definitive merger agreement with Cambridge Bancorp (“Cambridge”) and ~~year ended December 31, 2019. Our insurance business~~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 Cambridge common stock will be exchanged for 4.956 shares of our common stock. The transaction is intended to qualify as a tax-free reorganization for federal income 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 shares of our common stock in the merger. Based upon the closing price of our 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 a network of 22 ~~non-branch~~full-service banking offices ~~located primarily~~ in eastern Massachusetts and ~~had 406 full-time equivalent employees~~New Hampshire with $5.5 billion in total assets and $4.6 billion in deposits as of ~~June~~September 30, ~~2020.~~

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, 2023.

Outlook and Trends

~~The~~ ~~COVID-19~~ ~~pandemic has~~

Sale of Insurance Operations

On September 19, 2023, we announced that we had ~~and continues~~entered into an agreement with a third-party insurance company to ~~have an adverse effect on our business and the markets in which we operate. We expect the short-term and long-term economic consequences~~sell substantially all of the ~~COVID-19~~ ~~pandemic~~assets and transfer certain liabilities of our insurance agency business for a gross purchase price of $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 strategic initiatives of our ~~customers~~ 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 20, “Subsequent Events” 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.

Interest Rates

Beginning in March 2022, the Federal Open Market Committee (“FOMC”) voted to increase the federal funds rate multiple times from a range of 0.00% to 0.25% to a range of 5.25% to 5.50% on July 26, 2023, when the FOMC stated that it

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will continue to ~~be significant,~~assess additional information and ~~that~~its implications for monetary policy. At its most recent meeting on November 1, 2023, the ~~continuing health and safety concerns relating~~FOMC decided to the ongoing pandemic will change the way we conduct our business and interact with our customers. Consistent with our philosophy of seeking to be a source of economic strength to our communities, we have taken a broad range of steps to help our colleagues, our borrowers and our communities during the ~~COVID-19~~ ~~pandemic.~~

~~Our Colleagues.~~ For our colleagues, we have enabled more than half of our employees to work remotely and we are providing premium pay for those colleagues who travel to our workplaces to serve in customer-facing positions or other positions that require them to work ~~on-site.~~ We have taken significant measures to ensure the health of our colleagues who must work in our branches, including promoting online and mobile banking and automatic teller machine/interactive teller machine transactions in an effort to limit ~~in-branch~~ ~~transactions and limiting access to lobbies in branches with drive-through banking.~~

~~Our Borrowers.~~ ~~In light of the~~ ~~COVID-19~~ pandemic, we have temporarily modified our practices with respect to the collection of delinquent loans to assist our customers during this difficult economic time, and during the three months ended June 30, 2020, we originated $1.1 billion of PPP loans.

For our retail customers, we suspended all collection of overdue payments beginning March 16, 2020, including residential property foreclosure and related property sales. We resumed collection activities with respect to delinquent consumer loans beginning in late July 2020.

For our commercial and small business customers, starting in March 2020, we began modifying the terms of loans with customers impacted by the COVID-19 pandemic. Through June 30, 2020, we had modified approximately $946.1 million of loans, of which approximately 56% were for full payment deferrals (both interest and principal) and 44% were for deferral of only principal payments, and included $558.9 million of commercial real estate loans, including construction loans, $157.4 million of commercial and industrial loans, $106.9 million of business banking loans, $92.8 million of residential real estate loans and $30.1 million of consumer loans, including home equity loans. Most of these deferrals will end in the third or fourth quarter of the year ending December 31, 2020. We have not deferred our recognition of interest income with respect to loans subject to modifications.

As of the date of this Quarterly Report, we are unable to reasonably estimate the aggregate amount of loans that will likely become delinquent after the respective deferral period. The following table shows certain data, as of June 30, 2020, related to loans to our borrowers in the industry categories that we believe will likely experience the most adverse effects of the ~~COVID-19~~ pandemic. Loans included in the table that had been modified as of June 30, 2020 represented approximately 28.9% of our aggregate outstanding loan balances to all borrowers in those categories as of June 30, 2020. However, the table does not include all loans that had been modified on or before June 30, 2020.

Loan Balance Credit
Exposure ⁽¹⁾ Number of
Borrowers⁽²⁾ COVID-19
Modification % ⁽³⁾
(Dollars in thousands)
Commercial and Industrial: Commercial and Business Banking

Restaurants
$ 148,373 $ 156,747 420 60.6 %
Construction contractors
105,127 281,435 1,036 11.0 %
Non-essential retail
41,859 101,736 436 2.5 %
Entertainment and recreation
34,368 49,664 158 31.1 %
Educational and child care services
16,219 50,948 196 5.3 %
Private medical and dental offices
16,299 34,602 294 20.2 %
Water and air passenger transportation
19,811 30,557 12 0.1 %
Auto and other vehicle dealerships
7,557 10,138 21 — %
Hotels
377 527 12 37.3 %
Commercial Real Estate: Commercial and Business Banking

Retail
437,267 458,839 298 26.7 %
Hotels
179,577 181,076 45 37.6 %
Auto dealerships
78,152 80,361 36 2.8 %
Restaurants
51,566 52,766 67 48.5 %

Total
$ 1,136,552 $ 1,489,396 3,031 28.9 %

~~(1)~~

~~Our aggregate potential credit exposure as of June 30, 2020, considering all loan agreements and lines of credit that permit a borrower to increase the borrower’s indebtedness to us.~~

~~(2)~~

Each individual obligor is a single borrower for purposes of this column. Affiliated borrowers under common control are not aggregated as a single borrower even if in the same industry category, and therefore the actual concentration of credit exposure may be greater than indicated

~~(3)~~

The percentage of loans in each category, calculated as a percentage of aggregate outstanding loan balances for each category as of June 30, 2020, that we modified primarily due to the effects on borrowers of the ~~COVID-19~~ ~~pandemic and related economic slowdown beginning in late March 2020.~~

During the quarter ended June 30, 2020, we originated $1.1 billion of loans to approximately 8,100 borrowers under the PPP under the CARES Act. The vast majority of our PPP borrowers are existing commercial and small business borrowers, ~~non-profit~~ customers, retail banking customers and clients of Eastern Wealth Management and Eastern Insurance Group LLC. We anticipate that the vast majority of our PPP exposure will be forgiven late in the year ending December 31, 2020 or early in the year ending December 31, 2021. Only $4.9 million of our PPP exposure at June 30, 2020 had a maturity of five years; all of our other PPP loans outstanding at June 30, 2020 have a ~~two-year~~ ~~maturity.~~

~~We received approximately $35.8 million of PPP loan origination fees from the SBA. We also deferred certain origination costs, totaling $3.5 million, related to PPP loans.~~

~~The following table shows certain data related to our PPP loans as of June 30, 2020:~~

Loan Size
   Loan Balance    Number
of Loans    Fees
Collected
   (Dollars in thousands)
$0 to $50 thousand
   $ 95,528    4,987    $ 4,826
$50 thousand to $150 thousand
   148,994    1,731    7,419
$150 thousand to $1 million
   410,872    1,176    15,374
$1 million to $2 million
   190,254    137    5,618
$2 million to $5 million
   176,277    59    1,744
Over $5 million
   78,256    13    785






Total
   $ 1,100,181    8,103    $ 35,766

~~Our Operating Results.~~ ~~The~~ ~~COVID-19~~ pandemic has had a significant impact on our operating results for the six months ended June 30, 2020, and we believe it will continue to have a significant impact for at least the remainder of the year ending December 31, 2020 and likely continuing into the year ending December 31, 2021.

~~During March 2020, the Federal Reserve took multiple steps to lower interest rates and reduced~~maintain the target range for the federal funds rate at the range set following its July 26, 2023 meeting. The FOMC indicated that in determining the extent to ~~between 0.0%~~which additional policy firming may be appropriate to return inflation to 2 percent over time, the Committee will take into account the cumulative tightening of monetary policy, the lags with which monetary policy affects economic activity and ~~0.25%, compared~~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 33% of the outstanding principal balance of our loans as of September 30, 2023 was indexed to a market rate that is expected to reprice along with the federal funds rate. 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, 2023, representing approximately 17.2% of the outstanding principal balance of our loans at that date. For more detail regarding such hedging financial instruments, refer to Note 14, “Derivative Financial Instruments” within the Notes to the ~~previous target~~Unaudited Consolidated Financial Statements included in Part I, Item 1 in this Quarterly Report on Form 10-Q. Refer to the section titled “Management of ~~between 1.00% and 1.25%. These interest rate reductions, combined with~~Market Risk” within this Item 2 for additional discussion including the ~~decline in longer term rates, will lower~~estimated change to our net interest income ~~over time~~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.

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 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 higher cost than deposits originating within the markets we serve and are not our preferred sources of funding. During the first quarter 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 sale of such securities have been used to increase cash levels ~~we experienced~~and reduce wholesale funds and, in turn, improve our funding betas.

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The following chart depicts our funding betas and cost of interest bearing liabilities for the previous twelve months 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 ~~year ended~~average monthly upper bound of the Federal Funds target range during the 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 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, ~~2019.~~

~~Our loan~~2022, 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 revenue of $15.8 billion. Because the estimated loss ~~provision~~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 ~~quarter ended June 30, 2020 was $8.6 million compared to $28.6 million for the quarter ended~~first quarterly assessment period of 2024 (i.e., January 1 through March 31, ~~2020.~~ 2024, with an invoice payment date of June 28, 2024).

We ~~experienced negative migrations in our loan risk ratings in~~estimate, based on the ~~quarter ended June 30, 2020,~~FDIC’s May 2023 proposed rule, that the total pre-tax amount of the Bank’s special assessment will be approximately $10.0 million, although the ~~extent~~timing, amount and allocation of ~~negative migrations was less than we experienced in~~that special assessment remains

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subject to the ~~quarter ended March 31, 2020. We expect our loan loss provision to be greater in the remainder~~provisions of the ~~year ending December 31, 2020 as compared to comparable prior periods, as the positive impacts of the modifications and PPP loans wane. The economic uncertainties caused by the~~ ~~COVID-19~~ ~~pandemic are significant, and the timing and pace of the economic recovery both locally and nationally will determine the severity and timing of our future loan losses.~~

~~Our Communities.~~ To continue providing critical banking services in underbanked inner-city communities served by branches without drive-through banking capabilities, we have committed to remaining open in these communities to ensure our customers continue to have a place to bank. To further support our communities, the Eastern Bank Charitable Foundation has directed approximately $8 million through June 30, 2020 in charitable donations to help address food, shelter, small business and housing stability, particularly for vulnerable populations,FDIC’s final rule, when effective, as well as ~~providing help~~any actions by the FDIC, as described above, to ~~public health organizations fighting~~cease collection early, extend the collection period, and impose a final shortfall special assessment. The special assessment is expected to ~~contain~~be recognized, in full, in the ~~spread of~~ ~~COVID-19.~~

reporting period in which the final rule is published.

Non-GAAP Financial Measures

We present certain non-GAAP financial measures, which ~~are used~~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 ~~and~~as well as underlying trends that may, to some extent, be obscured by inclusion of such ~~items.~~

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 ~~that~~but which we believe are unrelated to our core business. ~~Therefore,~~Accordingly, we present operating net ~~operating earnings,~~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, ~~on an operating basis,~~ each of which excludes the impact of ~~the~~such items ~~that we do not believe are related to our core business as~~because we believe ~~excluding these items provides~~such exclusion can provide greater visibility into our core business and underlying trends. ~~Items~~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 ~~benefit~~benefits, (v) impairment charges on tax credit investments and ~~(v)~~associated tax credit benefits, (vi) OREO gains and losses, (vii) merger and acquisition ~~expenses.~~

expenses, (viii) the non-cash pension settlement charge recognized related to our Defined Benefit Plan, (ix) certain discrete tax items, and (x) net income from discontinued operations. There were no expenses indirectly associated with OREO gains or 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, ~~and~~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 ~~information on these~~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.

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 ~~noncore~~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 ~~noncore~~non-core items recorded for the time periods indicated below and reconciles them to the most directly comparable GAAP ~~measure.~~

   Three months ended June 30,    Six months ended June 30,
   2020    2019    2020    2019
      (Dollars in thousands)
Net income (GAAP)
   $ 29,850    $ 35,053    $ 38,295    $ 68,018








Non-GAAP adjustments:

Noninterest income components:

(Income) from investments held in rabbi trusts
   (7,745 )    (1,822 )    (1,002 )    (5,969 )
(Gain) on sales of securities available for sale, net
   (163 )    (1,966 )    (285 )    (2,016 )
(Gains) losses on sale of other assets
   27    102    (2 )    73
Noninterest expense components:

Rabbi trust employee benefit
   3,985    808    506    2,754








Total impact of Non-GAAP adjustments
   (3,896 )    (2,878 )    (783 )    (5,158 )








Less net tax benefit associated with Non-GAAP adjustment⁽^l)
   1,073    675    179    1,301








Non-GAAP adjustments, net of tax
   $ (2,823 )    $ (2,203 )    $ (604 )    $ (3,857 )








Net operating earnings (Non-GAAP)
   $ 27,027    $ 32,850    $ 37,691    $ 64,161

~~(1)~~

The net tax (expense) benefit associated with these items is 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.

financial measure:

Three Months Ended September 30, Nine Months Ended September 30,
2023 2022 2023 2022
(Dollars in thousands, except per share data)
Net income (loss) from continuing operations (GAAP) $ 63,464 $ 52,808 $ (94,198) $ 145,593
Non-GAAP adjustments:
Add:
Noninterest income components:
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 expense components:
Rabbi trust employee benefit (income) expense (586) (867) 2,002 (6,264)
Merger and acquisition expenses (1) 3,630 — 3,630 —
Total impact of non-GAAP adjustments 4,565 1,112 334,469 8,767
Less net tax benefit associated with non-GAAP adjustment (2) 15,944 318 93,960 3,058
Non-GAAP adjustments, net of tax $ (11,379) $ 794 $ 240,509 $ 5,709
Operating net income (non-GAAP) $ 52,085 $ 53,602 $ 146,311 $ 151,302
Weighted average common shares outstanding during the period:
Basic 162,370,469 163,718,962 162,199,158 166,682,222
Diluted 162,469,887 164,029,649 162,260,503 166,867,643
Earnings (losses) per share from continuing operations, basic $ 0.39 $ 0.32 $ (0.58) $ 0.87
Earnings (losses) per share from continuing operations, diluted $ 0.39 $ 0.32 $ (0.58) $ 0.87
Operating earnings per share, basic (non-GAAP) $ 0.32 $ 0.33 $ 0.90 $ 0.91
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, 2023 primarily resulted from the 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 remainder of the federal portion of the valuation allowance described above and a net tax benefit associated with a change in management’s estimate of annual pre-tax loss for purposes of determining our quarterly income tax provision.

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The following table summarizes the impact of ~~noncore~~non-core items with respect to our total ~~income,~~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 June 30, Six months ended June 30,
   2020 2019 2020 2019
   (Dollars in thousands)
Net interest income (GAAP)
   $ 98,755 $ 103,523 $ 198,901 $ 206,195
Add:

Tax-equivalent adjustment (non-GAAP)
   1,378 1,269 2,746 2,649


Net interest income (non-GAAP)
   100,133 104,792 201,647 208,844
Noninterest income (GAAP)
   47,657 45,632 81,026 93,432
Less:

Income from investments held in rabbi trusts
   7,745 1,822 1,002 5,969
Gains on sales of securities available for sale, net
   163 1,966 285 2,016
Gains (losses) on sale of other assets
   (27 ) (102 ) 2 (73 )


Noninterest income on an operating basis (non-GAAP)
   39,776 41,946 79,737 85,520


Noninterest expense (GAAP)
   $ 100,765 $ 101,570 $ 195,937 $ 206,399


Plus:

Rabbi trust benefit expense (income)
   3,985 808 506 2,754


Noninterest expense on an operating basis (non- GAAP)
   $ 104,750 $ 102,378 $ 196,443 $ 209,153


Total income (GAAP)
   $ 146,412 $ 149,155 $ 279,927 $ 299,627


Total operating income (non-GAAP)
   $ 139,909 $ 146,738 $ 281,384 $ 294,364


Ratios

Efficiency ratio (GAAP)
   68.82 % 68.10 % 70.00 % 68.89 %
Efficiency ratio on an operating basis (non-GAAP)
   74.87 % 69.77 % 69.81 % 71.05 %


	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 ~~equity to tangible assets ratio,~~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 June 30, As of December 31,
   2020 2019
   (Dollars in Thousands)
Tangible equity:

Total equity
   $ 1,693,630 $ 1,600,153
Less: Goodwill and other intangibles
   376,331 377,734


Tangible equity (Non-GAAP)
   1,317,299 1,222,419


Tangible assets:

Total assets (GAAP)
   13,996,523 11,628,775
Less: Goodwill and other intangibles
   376,331 377,734


Tangible assets (Non-GAAP)
   $ 13,620,192 $ 11,251,041


Equity to assets ratio (GAAP)
   12.1 % 13.8 %
Tangible equity to tangible assets ratio (Non-GAAP)
   9.7 % 10.9 %

As of September 30, As of December 31,
2023 2022
(Dollars in thousands, except per share data)
Tangible shareholders’ equity:
Total shareholders’ equity (GAAP) $ 2,446,553 $ 2,471,790
Less: Goodwill and other intangibles (1) 657,824 661,126
Tangible shareholders’ equity (non-GAAP) 1,788,729 1,810,664
Tangible assets:
Total assets (GAAP) 21,146,292 22,646,858
Less: Goodwill and other intangibles (1) 657,824 661,126
Tangible assets (non-GAAP) $ 20,488,468 $ 21,985,732
Shareholders’ equity to assets ratio (GAAP) 11.6 % 10.9 %
Tangible shareholders’ equity to tangible assets ratio (non-GAAP) 8.7 % 8.2 %
Book value per share:
Common shares issued and outstanding 176,376,675 176,172,073
Book value per share (GAAP) $ 13.87 $ 14.03
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,
2023 2022 2023 2022
(Dollars in thousands)
Net income (loss) from continuing operations (GAAP) $ 63,464 $ 52,808 $ (94,198) $ 145,593
Operating net income (non-GAAP) (1) 52,085 53,602 146,311 151,302
Average tangible shareholders’ equity:
Average total shareholders’ equity (GAAP) $ 2,539,806 $ 2,776,691 $ 2,533,390 $ 2,970,159
Less: Average goodwill and other intangibles (2) 658,591 656,684 659,729 653,567
Average tangible shareholders’ equity (non-GAAP) 1,881,215 2,120,007 1,873,661 2,316,592
Ratios:
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) 13.38 % 9.88 % (6.72) % 8.40 %
Operating return on average tangible shareholders’ equity (non-GAAP) (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 (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.

Financial Position

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 Financial Position

   As of June 30,
2020    As of December 31,
2019    Change
   Amount ($)    Percentage (%)
      (Dollars in thousands)
Cash and cash equivalents
   $ 1,432,561    $ 362,602    $ 1,069,959    295.1 %
Securities available for sale
   1,600,354    1,508,236    92,118    6.1 %
Loans, net of allowance for credit losses
   9,862,980    8,899,184    963,796    10.8 %
Federal Home Loan Bank Stock
   8,805    9,027    (222 )    (2.5 )%
Goodwill and other intangible assets
   376,331    377,734    (1,403 )    (0.4 )%
Deposits
   11,846,765    9,551,392    2,295,373    24.0 %
Borrowed funds
   29,155    235,395    (206,240 )    (87.6 )%

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 ~~$1.1 billion,~~$439.3 million, or ~~295.1%~~259.2%, to ~~$1.4 billion~~$608.8 million at ~~June~~September 30, ~~2020~~2023 from ~~$362.6~~$169.5 million at December 31, ~~2019.~~2022. This increase ~~resulted~~was primarily due to proceeds from ~~customer deposit growth, which exceeded our funding needs~~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 ~~new lending activities.~~

the nine months ended September 30, 2023. For further discussion of the change in securities, loans, and deposits, refer to the later “Securities,

” ”Loans,” and ”Deposits,” sections 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~~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. 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. ~~At June 30, 2020~~U.S. Agency bonds include securities issued by Fannie Mae, Freddie Mac, the FHLB, and ~~December 31, 2019, our U.S. Government securities consisted solely of U.S. Treasury securities.~~

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.~~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 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 June 30,
2020    As of December 31,
2019
   (Dollars in thousands)
Available for sale securities:

Government-sponsored residential mortgage-backed securities
   $ 1,251,799    $ 1,167,968
U.S. treasury securities
   60,936    50,420
State and municipal bonds and obligations
   281,340    283,538
Other
   6,279    6,310
Trading Securities:

Municipal bonds and obligations
   —      961




Total
   $ 1,600,354    $ 1,509,197


	As of September 30, 2023		As of December 31, 2022
	(In thousands)
Available for sale securities, at fair value:
Government-sponsored residential mortgage-backed securities	$	2,700,630	$	4,111,908
Government-sponsored commercial mortgage-backed securities	1,089,120		1,348,954
U.S. Agency bonds	207,965		952,482
U.S. Treasury securities	93,219		93,057
State and municipal bonds and obligations	170,584		183,092
Other debt securities	—		1,285
Total available for sale securities, at fair value	4,261,518		6,690,778
Held to maturity securities, at amortized cost:
Government-sponsored residential mortgage-backed securities	260,271		276,493
Government-sponsored commercial mortgage-backed securities	195,629		200,154
Total held to maturity securities, at amortized cost	455,900		476,647
Total	$	4,717,418	$	7,167,425

Our securities portfolio has ~~grown~~ ~~year-to-date.~~ ~~Available for sale securities increased $92.0 million,~~decreased $2.5 billion, or ~~6.1%~~34.2%, to ~~$1.6~~$4.7 billion at ~~June~~September 30, ~~2020~~2023 from ~~$1.5~~$7.2 billion at December 31, ~~2019.~~2022. This ~~increase is~~decrease was primarily due to ~~investment purchases, as well as an increase~~the completion of a balance sheet repositioning in ~~unrealized gains during~~March

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2023 through the ~~six months ended June 30, 2020. Trading~~sale of AFS securities ~~totaled $1.0 million at December 31, 2019,~~for total proceeds of $1.9 billion. Refer to the sections titled “Outlook and ~~all securities have matured as~~Trends” and “Liquidity, Capital Resources, Contractual Obligations, Commitments and Contingencies” within this Item 2 for additional discussion of ~~June 30, 2020.~~

such sales.

We did not have ~~held-to-maturity~~trading investments at ~~June~~September 30, ~~2020~~2023 or December 31, ~~2019.~~

2022.

A portion of our securities portfolio continues to be tax-exempt. Investments in federally tax-exempt securities totaled ~~$281.3~~$170.4 million at ~~June~~September 30, ~~2020~~2023 compared to ~~$284.5~~$182.9 million at December 31, ~~2019.~~

2022.

Our ~~available for sale~~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 unobservable are classified as ~~level~~Level 3 within the fair value hierarchy. As of both ~~June~~September 30, ~~2020~~2023 and December 31, ~~2019,~~2022, we had ~~$6.3 million of~~no securities categorized as ~~level~~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 ~~available for sale~~AFS and HTM securities and weighted average yields at and for the periods ended ~~June~~September 30, ~~2020~~2023 and December 31, ~~2019.~~2022. Weighted average yields in the ~~table~~tables below have been calculated based on the amortized cost of the security:

Securities Portfolio, ~~Amounts Maturing~~

   Securities Maturing as of June 30, 2020
   Within One
Year After One
Year But
Within Five
Years After Five
Years But
Within Ten
Years After Ten
Years Total
   (Dollars in thousands)
Available for sale securities:

Government-sponsored residential mortgage-backed securities
   $ —   $ 25,733 $ 157,290 $ 1,068,776 $ 1,251,799
U.S. Treasury securities
   50,778 10,158 —   —   60,936
State and municipal bonds and obligations
   411 18,966 77,868 184,095 281,340
Other
   6,279 —   —   —   6,279
Trading securities:

Municipal bonds and obligations
   —   —   —   —   —


Total
   $ 57,468 $ 54,857 $ 235,158 $ 1,252,871 $ 1,600,354


Weighted-average yield
   2.50 % 2.69 % 2.80 % 2.49 % 2.54 %
Weighted Average Yield


	Securities Maturing as of December 31, 2019
	Within One Year			After One Year But Within Five Years			After Five Years But Within Ten Years			After Ten Years			Total				Securities Maturing as of September 30, 2023 (1)
	(Dollars in thousands)																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:
Government-sponsored residential mortgage-backed securities	$	—		$	8,464		$	203,706		$	955,798		$	1,167,968		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	—		1.65		1.60		1.95		1.79
U.S. Agency bonds																U.S. Agency bonds	—		1.33		1.70		—		1.35
U.S. Treasury securities		40			50,380			—			—			50,420		U.S. Treasury securities	—		1.96		—		—		1.96
State and municipal bonds and obligations		381			9,109			79,504			194,544			283,538		State and municipal bonds and obligations	1.23		2.38		3.30		4.08		3.66
Other		6,310			—			—			—			6,310
Trading securities:
Municipal bonds and obligations		961			—			—			—			961

Total available for sale securities																Total available for sale securities	1.23	%	1.65	%	1.75	%	1.72	%	1.72	%
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 commercial mortgage-backed securities																Government-sponsored commercial mortgage-backed securities	—		—		2.22		—		2.22
Total held to maturity securities																Total held to maturity securities	—	%	—	%	2.22	%	2.87	%	2.59	%
Total	$	7,692		$	67,953		$	283,210		$	1,150,342		$	1,509,197		Total	1.23	%	1.65	%	1.87	%	1.79	%	1.79	%

Weighted-average yield		5.44	%		2.38	%		2.95	%		2.92	%		2.90	%

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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 category.

The yield on tax-exempt obligations of states and political subdivisions has been adjusted to a ~~fully taxable~~fully-taxable equivalent ~~basis~~ (“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.

~~Net unrealized gains on available for sale securities as of June 30, 2020 and December 31, 2019 totaled $62.1 million and $28.0 million, respectively.~~

Loans

We consider our ~~loans~~loan portfolio to be relatively diversified by borrower and industry. Our gross loans increased ~~$1.0 billion,~~$343.7 million, or ~~11.4%~~2.5%, to ~~$10.0~~$13.9 billion at ~~June~~September 30, ~~2020~~2023 from ~~$9.0~~$13.6 billion at December 31, ~~2019.~~2022. The increase ~~as of June 30, 2020~~ was primarily due to ~~$1.1 billion PPP loan originations,~~increases in our commercial real estate and residential real estate portfolio balances and was partially offset by a decrease in ~~other consumer loans of $67.7 million.~~

~~The increase in~~ our commercial and industrial ~~loans~~portfolio.

•Our commercial real estate portfolio increased by $241.6 million from December 31, ~~2019~~2022 to ~~June~~September 30, ~~2020~~2023 which was primarily ~~a result~~attributable to an increase of ~~the $633.2~~$251.9 million ~~PPP~~in commercial real estate investment loan ~~originations during the six months ended June 30, 2020.~~

balances. Such loans represent loans secured by commercial real estate that are non-owner-occupied. The increase in ~~our business banking~~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 belief that the credit performance of such loans has a stable outlook. The increase in commercial real estate investment loan balances was partially offset by a decrease in commercial real estate owner-occupied loans of $14.2 million which was due to net paydowns of such loans during the nine months ended September 30, 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 primarily due to fewer sales of originated loans resulting in more loans being held for investment, and purchases of loans which totaled $32.0 million during the nine months ended September 30, 2023.

•Our commercial and industrial portfolio decreased by $63.4 million from December 31, ~~2019~~2022 to ~~June~~September 30, ~~2020~~2023 which was primarily ~~a result~~due to sales of ~~$467.0~~commercial and industrial participation loans of $191.8 million ~~in PPP~~during the nine months ended September 30, 2023. This decrease was partially offset by new loan originations ~~during~~within the ~~six months ended June 30, 2020.~~

~~The decrease in other consumer loans~~commercial and industrial portfolio which were primarily funded with the proceeds from ~~December 31, 2019 to June 30, 2020 was primarily a result~~the sales of ~~a decrease~~loans.

Table of $62.6 million in our automobile portfolio during the six months ended June 30, 2020 due to our exit from our indirect automobile lending business, which commenced during the year ended December 31, 2018.

Contents

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

Loan Portfolio Composition

   June 30,
2020    December 31,
2019
   Amount    Amount
   (In thousands)
Commercial and industrial
   $ 2,271,700    $ 1,642,184
Commercial real estate
   3,584,358    3,535,441
Commercial construction
   282,246    273,774
Business banking
   1,234,961    771,498
Residential real estate
   1,400,855    1,428,630
Consumer home equity
   905,484    933,088
Other consumer
   334,734    402,431




Total loans
   $ 10,014,338    $ 8,987,046
Less:

Allowance for loan losses
   (116,636 )    (82,297 )
Unamortized premiums, net of unearned discounts and deferred fees
   (34,722 )    (5,565 )




Total loans receivable, net
   $ 9,862,980    $ 8,899,184


	As of September 30, 2023		As of December 31, 2022
	(In thousands)
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)
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 ~~88.5%~~83.6% of our commercial loans in Massachusetts and New Hampshire as of ~~June~~September 30, ~~2020.~~

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 ~~impaired,~~ or ~~nonperforming~~non-performing and further assessed to determine if ~~nonaccrual~~non-accrual status is appropriate.

For the commercial portfolio, which includes our commercial and industrial, commercial real estate, ~~and~~ commercial construction and business banking loans, we monitor credit quality using a ~~12-point~~ ~~commercial risk-rating system is utilized,~~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~~include: industry and market conditions, position within the industry, earnings trends, operating cash flow, asset/liability values, debt capacity, guarantor strength, management and controls, financial reporting, collateral and other considerations. ~~The risk rating categories are as follows: unrated (0), pass~~ ~~(1-6W),~~ ~~special mention (7), substandard (8), doubtful (9) and loss (10).~~

Special mention, substandard and doubtful loans totaled ~~8.9%~~3.5% and ~~2.6%~~2.2% of total commercial loans outstanding at ~~June~~September 30, ~~2020~~2023 and December 31, ~~2019,~~2022, respectively. This increase was driven by ~~an increase~~several risk rating downgrades of loans in the ~~special mention category, due to the downgrading of our hotel~~commercial and ~~restaurant loan portfolios as a result of the~~ ~~COVID-19~~ ~~pandemic.~~

industrial and commercial 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 ~~increased~~improved to ~~0.84%~~0.38% at ~~June~~September 30, ~~2020 from 0.49%~~2023, compared to 0.50% at December 31, 2019, primarily due to an increase in delinquencies in our (i) residential real estate portfolio, (ii) other consumer portfolio, (iii) consumer home equity portfolio and (iv) business banking portfolio, partially offset by a decrease in our commercial and industrial portfolio.

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⁾
   June 30, 2020 December 31, 2019
Portfolio

Commercial and industrial
   0.13 % 0.14 %
Commercial real estate
   0.09 % 0.09 %
Commercial construction
   0.10 % —   %
Business banking
   1.76 % 1.28 %
Residential real estate
   2.71 % 1.37 %
Consumer home equity
   1.09 % 0.49 %
Other consumer
   2.30 % 1.13 %


Total
   0.84 % 0.49 %

~~(1)~~

~~In the calculation of the delinquency rate as of June 30, 2020, the total amount of loans outstanding includes $1.1 billion of PPP loans.~~

~~The following table provides details regarding the age analysis of~~


	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 ~~as of~~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 ~~dates indicated:~~

~~Age Analysis of Past Due Loans~~

   As of June 30, 2020    As of December 31, 2019
   30-59 Days
Past Due    60-89 Days
Past Due    90 Days or
More Past
Due    30-59 Days
Past Due    60-89 Days
Past Due    90 Days or
More Past
Due
   (In thousands)
Commercial and industrial
   $ 681    $ 671    $ 1,508    $ 1,407    $ —      $ 963
Commercial real estate
   —      257    3,045    1,290    100    1,856
Commercial construction
   —      —      280    —      —      —
Business banking
   4,541    4,160    13,021    3,031    763    6,095
Residential real estate
   26,859    2,084    8,981    14,030    2,563    3,030
Consumer home equity
   3,413    1,971    4,511    2,497    430    1,636
Other Consumer
   2,992    1,734    2,971    3,451    514    579












Total
   $ 38,486    $ 10,877    $ 34,317    $ 25,706    $ 4,370    $ 14,159

~~Nonperforming~~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 ~~nonperforming~~non-performing loans (“NPLs”), ~~other real estate owned (“OREO”)~~OREO and ~~nonperforming~~non-performing securities. NPLs consist of ~~nonaccrual~~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 ~~lower of cost or~~ fair value less estimated costs to sell on the date we obtain control.

~~The following table sets forth information regarding NPAs held as~~ Any write-downs to the cost of the ~~dates indicated:~~

~~Nonperforming Assets~~

   As of
June 30, 2020 As of
December 31, 2019
   (In thousands)
Non-accrual loans:

Commercial
   $ 31,273 $ 34,093
Residential
   11,693 5,598
Consumer
   9,374 2,760


Total non-accrual loans
   52,340 42,451


Accruing loans past due 90 days or more:

Commercial
   2,802 1,315
Residential
   244 —
Consumer
   9 9


Total accruing loans past due 90 days or more
   3,055 1,324


Total non-performing loans
   55,395 43,775
Total real estate owned
   40 —


Other non-performing assets:
   —   —


Total non-performing assets
   $ 55,435 $ 43,775


Total accruing troubled debt restructured loans
   $ 40,691 $ 48,623
Total non-performing loans to total loans
   0.56 % 0.49 %
Total non-performing assets to total assets
   0.40 % 0.38 %

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 increased ~~$11.6~~$8.9 million, or ~~26.5%~~23.0%, to ~~$55.4~~$47.5 million at ~~June~~September 30, ~~2020~~2023 from ~~$43.8~~$38.6 million at December 31, ~~2019.~~2022. NPLs as a percentage of total loans increased to ~~0.56%~~0.34% at ~~June~~September 30, ~~2020~~2023 from ~~0.49%~~0.28% at December 31, ~~2019~~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 ~~a result~~ of ~~an increase in our business banking~~September 30, 2023 and residential real estate portfolios, partially offset by a decrease in our commercial and industrial portfolio due to a single, larger loan payoff and a reduction in the outstanding balance of a single, larger Asset Based Lending (“ABL”) credit.

~~Non-accrual~~ ~~loans increased $9.9 million, or 23.3%, to $52.3 million at June 30, 2020 from $42.5 million at~~ December 31, 2019, primarily due to a $7.7 million increase in our business banking portfolio and $6.1 million increase in our residential real estate portfolio, partially offset by the paydowns of certain NPLs as discussed above.

2022.

The total amount of interest recorded on NPLs ~~was $0.3 million for~~during both the ~~six~~nine months ended ~~June~~September 30, ~~2020.~~2023 and 2022 was not significant. The gross interest income that would have been recorded under the original terms of those loans if they had been performing amounted to ~~$2.0~~$3.8 million and $2.7 million for the ~~six~~nine months ended ~~June~~September 30, ~~2020.~~

~~Troubled debt~~2023 and 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. As noted within Note 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, we adopted ASU 2022-02 on January 1, 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 ~~(“TDR”)~~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.

ASU 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 ~~six~~three and nine months ended ~~June~~September 30, ~~2020~~2023, determined in accordance with ASU 2022-02, which were ~~$2.8~~determined to be modifications to borrowers experiencing financial difficulty was $2.9 million ~~(post modification balance). There~~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 experienced financial difficulties and we made certain concessionary modifications to contractual terms, the loan was ~~one loan~~classified as a TDR. Loans modified during the three and nine months ended September 30, 2022 which were determined to be TDRs, determined in accordance with ~~a balance~~previous accounting guidance in effect through December 31, 2022, totaled $5.7 million and $9.6 million, respectively. As of ~~$1.3 million~~

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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.

Our policy is that any restructured loan, which is on non-accrual status prior to being modified, remain on non-accrual status for approximately six months ~~ended June 30, 2020. The increase in TDR loans was driven by $1.8 million in commercial loans and $1.0 million in consumer loans.~~

~~Purchase~~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.

Purchased credit ~~impaired~~deteriorated (“~~PCI”~~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. ~~The carrying value and prospective income recognition of PCI loans are predicated on future cash flows expected to be collected.~~ As of ~~June~~September 30, ~~2020~~2023 and December 31, ~~2019~~2022, the carrying amount of ~~PCI~~PCD loans was ~~$12.4~~$50.4 million and ~~$13.5~~$56.6 million, respectively.

~~The following table provides additional details related to our loan portfolio and the distribution of NPLs as of the dates indicated:~~

~~Distribution of Nonperforming Loans~~

   As of June 30, 2020
   Outstanding    90+ Days Due
Still Accruing    Non-accruing
Loans    Troubled Debt
Restructured
Loans, but
Accruing    NPLs    NPLs as a %
of Outstanding
         (Dollars in thousands)
Loans:

Commercial
   $ 7,373,265    $ 2,802    $ 31,273    $ 13,093    $ 34,075    0.46 %
Residential
   1,400,855    244    11,693    23,714    11,937    0.85 %
Consumer
   1,240,218    9    9,374    3,884    9,383    0.76 %












Total
   $ 10,014,338    $ 3,055    $ 52,340    $ 40,691    $ 55,395    0.55 %

   As of December 31, 2019
   Outstanding    90+ Days Due
Still Accruing    Non-accruing
Loans    Troubled Debt
Restructured
Loans, but
Accruing    NPLs    NPLs as a %
of Outstanding
         (Dollars in thousands)
Loans:

Commercial
   $ 6,222,897    $ 1,315    $ 34,093    $ 17,575    $ 35,408    0.57 %
Residential
   1,428,630    —      5,598    25,093    5,598    0.39 %
Consumer
   1,335,519    9    2,760    5,955    2,769    0.21 %












Total
   $ 8,987,046    $ 1,324    $ 42,451    $ 48,623    $ 43,775    0.49 %

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. ~~In response to the~~ ~~COVID-19~~ pandemic, we reviewed all of our credit exposures in industries that were expected to experience significant problems due to the pandemic and resulting economic contraction. As part of that review, we downgraded our hotel loans, restaurant loans and other loans that we expected to have associated challenges in the current economic environment. These loans ~~were~~are neither delinquent nor on non-accrual status. ~~At June 30, 2020 and December 31, 2019, our~~Our potential problem loans, ~~(including these~~ ~~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, increased by $123.1 million, 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 ~~$660.6~~$832.3 million and ~~$157.3~~$819.3 million as of September 30, 2023 and December 31, 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 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 ~~loan~~credit losses.For the purpose of estimating ~~the~~our allowance for loan losses, we segregate the loan portfolio into ~~the homogenous~~ loan ~~pools~~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.

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, 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 Consolidated Balance Sheets.

The allowance for loan losses increased by ~~$34.3~~$12.9 million, or ~~41.7%~~9.1%, to ~~$116.6~~$155.1 million, or ~~1.17%~~1.12% of total loans, at ~~June~~September 30, ~~2020~~2023 from ~~$82.3~~$142.2 million, or ~~0.92%~~1.05% of total loans at December 31, ~~2019.~~2022. The increase in the allowance for loan losses was primarily athe result of ~~our response~~additional reserves required due to increased loan balances, an increase in reserve rates for commercial real estate loans collateralized by properties in the ~~COVID-19-related~~ ~~economic impact. During~~office risk segment, and increased specific reserve balances, particularly as they relate to several commercial real estate loans collateralized by properties in the office risk segment which transitioned to non-accrual status during the three ~~and six~~ months ended ~~June~~September 30, 2020, we downgraded our risk ratings for all loans secured by hotels and restaurants, and any of our other commercial loans for which our customers are expecting to face financial difficulties due to the current economic environment, and the lower risk ratings resulted in higher levels of reserves for the allowance. In total, we downgraded the risk rating on $1.7 billion of commercial loans, of which $511.9 million were transferred into the special mention, or worse, risk rating category. This, along with other factors, resulted in a provision for loan loss of $8.6 million and $37.2 million for the three and six months ended June 30, 2020.

~~The following table summarizes changes~~2023. Partially offsetting these increases in the allowance for loan losses, was our adoption of ASU 2022-02, as previously described above, which resulted in a change in reserving method for loans previously classified as TDRs. Upon adoption of ASU 2022-02, TDR loans for which the allowance for loan losses was determined by a discounted cash flow analysis transitioned to their respective pools of loans sharing similar risk characteristics and ~~other selected statistics~~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.

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The following table summarizes credit ratios for the periods presented:

~~Summary~~

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

Table of ~~Changes~~Contents

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 4, “Loans and Allowance for ~~Loan Losses~~

   Three months ended June 30, Six months ended June 30,
   2020 2019 2020 2019
   (Dollars in thousands)
Average total loans
   $ 9,445,666 $ 8,916,224 $ 9,445,666 $ 8,916,224


Allowance for loan losses, beginning of the period
   $ 109,138 $ 82,493 $ 82,297 $ 80,655
Charged-off loans:

Commercial and industrial
   27 272 27 272
Commercial real estate
   24 169 24 169
Commercial construction
   —   —   —   —
Business banking
   1,198 1,371 2,535 2,810
Residential real estate
   —   46 —   63
Consumer home equity
   —   124 473 124
Other consumer
   15 581 548 1,049


Total charged-off loans
   1,264 2,563 3,607 4,487


Recoveries on loans previously charged-off:

Commercial and industrial
   58 908 380 1,368
Commercial real estate
   5 2 6 4
Commercial construction
   —   —   —   —
Business banking
   27 193 154 320
Residential real estate
   13 12 73 71
Consumer home equity
   8 20 22 28
Other consumer
   51 97 111 203


Total recoveries
   162 1,232 746 1,994


Net loans charged-off (recoveries):

Commercial and industrial
   (31 ) (636 ) (353 ) (1,096 )
Commercial real estate
   19 167 18 165
Commercial construction
   —   —   —   —
Business banking
   1,171 1,178 2,381 2,490
Residential real estate
   (13 ) 34 (73 ) (8 )
Consumer home equity
   (8 ) 104 451 96
Other consumer
   (36 ) 484 437 846


Total net loans charged-off
   1,102 1,331 2,861 2,493


Provision for loan losses
   8,600 1,500 37,200 4,500


Total allowance for loan losses, end of period
   $ 116,636 $ 82,662 $ 116,636 $ 82,662


Net charge-offs to average total loans outstanding during this period
   0.01 % 0.01 % 0.03 % 0.03 %
Allowance for loan losses as a percent of total loans
   1.17 % 0.92 % 1.17 % 0.92 %
Allowance for loan losses as a percent of nonperforming loans
   210.55 % 251.34 % 210.55 % 251.34 %
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.

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 June 30, 2020 As of December 31, 2019
   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
   (Dollars in thousands)
Commercial and industrial ⁽¹⁾
   $ 33,229    28.49 % 22.69 % $ 20,919    25.42 % 18.27 %
Commercial real estate
   54,228    46.49 % 35.79 % 34,730    42.20 % 39.34 %
Commercial construction
   4,816    4.13 % 2.82 % 3,424    4.16 % 3.05 %
Business banking⁽¹⁾
   9,805    8.41 % 12.33 % 8,260    10.04 % 8.58 %
Residential real estate
   6,569    5.63 % 13.99 % 6,380    7.75 % 15.90 %
Consumer home equity
   3,875    3.32 % 9.04 % 4,027    4.89 % 10.38 %
Other consumer
   3,762    3.23 % 3.34 % 4,173    5.07 % 4.48 %
Unallocated
   352    0.30 % —   % 384    0.47 % —   %






Total
   $ 116,636    100.00 % 100.00 % $ 82,297    100.00 % 100.00 %

~~(1)~~

~~PPP loans are included within this portfolio; however, no allowance for loan losses have been recorded on these loans due to the SBA guarantee of 100% of the loans~~

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 (1)
(Dollars in thousands)
Commercial and industrial $ 26,518 17.09 % 22.10 % $ 26,859 18.89 % 23.21 %
Commercial real estate 70,623 45.52 % 38.80 % 54,730 38.49 % 37.97 %
Commercial construction 7,799 5.03 % 2.74 % 7,085 4.98 % 2.48 %
Business banking 15,218 9.81 % 7.85 % 16,189 11.38 % 8.03 %
Residential real estate 26,355 16.99 % 18.48 % 28,129 19.78 % 18.13 %
Consumer home equity 5,482 3.53 % 8.61 % 6,454 4.54 % 8.75 %
Other consumer 3,151 2.03 % 1.41 % 2,765 1.94 % 1.43 %
Total $ 155,146 100.00 % 100.00 % $ 142,211 100.00 % 100.00 %

(1)Percentages were revised from the percentages presented in our 2022 10-K. The revised figures were computed based upon loan amortized cost balances whereas the percentages presented in the 2022 10-K were computed based upon recorded 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.

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We held an investment in the FHLBB of ~~$8.8~~$37.1 million and ~~$9.0~~$41.4 million at ~~June~~September 30, ~~2020~~2023 and December 31, ~~2019,~~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 $376.3 million and $377.7 million at June 30, 2020 and December 31, 2019, respectively. The decrease~~included in ~~goodwill and other intangibles assets was due to the amortization of definite- lived intangibles during the six months ended June 30, 2020.~~discontinued operations. We did not record any impairment to our goodwill or ~~other~~core deposit intangible ~~assets at June~~asset during the nine months ended September 30, ~~2020. We will~~2023. For discussion of the impairment testing performed as of September 30, 2023, see Note 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.

Deposits

Deposits originating within the markets we serve continue to ~~assess~~be our ~~goodwill~~primary source of funding our earning assets. Historically, we have been able to compete effectively for deposits in our primary market areas. The distribution and ~~other intangible assets to determine if impairments~~market share of deposits by type of deposit and by type of depositor are ~~necessary during the remainder~~important considerations in our assessment of the ~~year ending December 31, 2020~~stability of our funding sources and ~~beyond as it relates~~our access to additional funds. Furthermore, we shift the ~~COVID-19~~ ~~pandemic.~~

~~Deposits~~mix and ~~other interest-bearing liabilities~~

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.

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

Components of Deposits

   As of June 30, 2020 As of December 31, 2019
   Amount    % Change Amount    % Change
      (Dollars in thousands)
Demand
   $ 4,740,125    34.8 % $ 3,517,447    2.11 %
Interest checking
   2,385,912    31.5 % 1,814,327    (4.48 )%
Savings
   1,157,606    19.2 % 971,119    (2.85 )%
Money market investments
   3,254,202    11.5 % 2,919,360    13.12 %
Certificate of deposits
   308,920    (6.1 )% 329,139    (30.70 )%





Total deposits
   $ 11,846,765    24.0 % $ 9,551,392    1.62 %


	As of September 30, 2023		As of December 31, 2022		Change
					Amount ($)		Percentage (%)
	(Dollars in thousands)
Demand	$	5,177,015	$	6,240,637	$	(1,063,622)	(17.0)	%
Interest checking	3,671,871		4,568,122		(896,251)		(19.6)	%
Savings	1,393,545		1,831,123		(437,578)		(23.9)	%
Money market investments	4,709,149		4,710,095		(946)		—	%
Certificate of deposits (1)	2,472,589		1,624,382		848,207		52.2	%
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 ~~increased~~decreased by ~~$2.3~~$1.6 billion, or ~~24.0%~~8.2%, to ~~$11.8~~$17.4 billion at ~~June~~September 30, ~~2020~~2023 from ~~$9.6~~$19.0 billion at December 31, ~~2019.~~2022. This ~~increase~~decrease was primarily the result of an ~~increase~~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 ~~$571.6 million and an~~deposit resulting in a net increase in certificates of ~~$1.2 billion~~deposit. This shift in ~~demand deposits. During~~deposit mix during the ~~six~~nine months ended ~~June~~September 30, ~~2020,~~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 $7.4 billion and $9.0 billion at September 30, 2023 and December 31, 2022, respectively. 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 us to secure such deposits (“collateralized deposits”). For liquidity monitoring purposes, we ~~transferred a product for~~exclude internal deposit accounts and collateralized deposits from our ~~Financial Institutions customers from borrowings to~~estimate of uninsured deposits. Our estimate of uninsured deposits, ~~totaling $299.5 million.~~

excluding internal deposit accounts and collateralized deposits, was $5.7 billion and $7.3 billion at September 30, 2023 and December 31, 2022, respectively.

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The following table presents the classification of deposits on an average basis for the years below. We believe the presentation of average deposits for the respective years below provide a better understanding of the business mix and low cost structure of our deposit portfolio than the composition of deposits as of the respective year ends below, due to the overnight program of the Federal Reserve Bank of Boston described above.

periods below:

Classification of ~~deposits~~Deposits on an Average Basis

   As of June 30, 2020 As of December 31, 2019
   Average
Amount    Average
Rate Average
Amount    Average
Rate
   (Dollars in thousands)
Demand
   $ 3,963,066    0.00 % $ 3,369,375    0.00 %
Interest checking
   2,158,242    0.14 % 1,842,993    0.21 %
Savings
   1,036,344    0.02 % 991,244    0.02 %
Money market investments
   3,087,048    0.38 % 2,769,934    0.69 %
Certificate of deposits
   320,277    0.69 % 392,035    1.02 %





Total deposits
   $ 10,564,977    0.16 % $ 9,365,581    0.29 %


	For the Nine Months Ended September 30, 2023				For the Year Ended December 31, 2022
	Average Amount		Average Rate		Average Amount		Average Rate
	(Dollars in thousands)
Demand	$	5,469,593	—	%	$	6,647,518	—	%
Interest checking	4,177,492		0.55	%	4,890,709		0.24	%
Savings	1,570,803		0.01	%	2,015,651		0.01	%
Money market investments	4,979,820		2.00	%	5,057,445		0.27	%
Certificate of deposits	2,184,631		4.08	%	463,261		0.70	%
Total deposits	$	18,382,339	1.15	%	$	19,074,584	0.15	%

Other time deposits in excess of ~~$100,000 and greater,~~the FDIC insurance limit of $250,000, including certificates of deposits ~~of $100,000 and greater,~~ as of the dates indicated, had maturities as follows:

   As of
June 30, 2020    As of
December 31, 2019
Maturing in
   Amount    Amount
   (Dollars in thousands)
Three months or less
   $ 74,297    $ 58,958
Over three months through six months
   39,072    43,008
Over six months through 12 months
   19,433    44,643
Over 12 months
   12,794    11,029




Total
   $ 145,596    $ 157,638

As of September 30, 2023 As of December 31, 2022
Maturing in (In thousands)
Three months or less $ 223,404 $ 39,322
Over three months through six months 288,898 45,053
Over six months through 12 months 186,704 149,107
Over 12 months 1,998 5,569
Total $ 701,004 $ 239,051

Borrowings

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

Our total borrowings decreased by ~~$206.2~~$25.5 million ~~or 87.6%,~~ to ~~$29.2~~$715.4 million at ~~June~~September 30, ~~2020 from $235.4~~2023 compared to $740.8 million at December 31, ~~2019.~~2022. The decrease was primarily due to a ~~reduction~~decrease in FHLB short-term advances. Refer to the later “Liquidity, Capital Resources, Contractual Obligations, Commitments and Contingencies” section in this Item 2 for additional discussion of ~~$201.1 million of federal funds purchased. The reduction in~~ our ~~federal funds purchased was a result of the transfer of a product for our Financial Institution customers from borrowings to deposits.~~

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

   As of June 30,    As of December 31,    % Change from
December 31, 2019
to June 30, 2020 % Change from
June 30, 2019
to June 30, 2020
   2020    2019    2019
         (Dollars in thousands)
Federal funds purchased
   $ —      $ 182,814    $ 201,082    (100.0 )% (100.0 )%
Federal Home Loan Bank advances
   14,922    121,888    18,964    (21.3 )% (87.8 )%
Escrow deposits of borrowers
   14,233    14,871    15,349    (7.3 )% (4.3 )%







Total
   $ 29,155    $ 319,573    $ 235,395    (87.6 )% (90.9 )%

Change
As of September 30, 2023 As of December 31, 2022 Amount ($) Percentage (%)
(In thousands)
FHLB short-term advances $ 656,336 $ 691,297 $ (34,961) (5.1) %
Escrow deposits of borrowers 24,947 22,314 2,633 11.8 %
Interest rate swap collateral funds 16,900 14,430 2,470 17.1 %
FHLB long-term advances 17,189 12,787 4,402 34.4 %
Total $ 715,372 $ 740,828 $ (25,456) (3.4) %

Results of Operations

Summary of Results of Operations

   Three months ended June 30, Six months ended June 30,
         Change       Change
   2020    2019    Amount ($) Percentage 2020    2019    Amount ($) Percentage
   (dollars in thousands)
Interest and dividend income
   $ 101,933    $ 112,838    (10,905 ) (9.7 )% $ 208,092    $ 224,321    $ (16,229 ) (7.2 )%
Interest expense
   3,178    9,315    (6,137 ) (65.9 )% 9,191    18,126    (8,935 ) (49.3 )%
Net interest income
   98,755    103,523    (4,768 ) (4.6 )% 198,901    206,195    (7,294 ) (3.5 )%
Provision for loan losses
   8,600    1,500    7,100 473.3 % 37,200    4,500    32,700 726.7 %
Noninterest income
   47,657    45,632    2,025 4.4 % 81,026    93,432    (12,406 ) (13.3 )%
Noninterest expense
   100,765    101,570    (805 ) (0.8 )% 195,937    206,399    (10,462 ) (5.1 )%
Income taxes
   7,197    11,032    (3,835 ) (34.8 )% 8,495    20,710    (12,215 ) (59.0 )%
Net income
   29,850    35,053    (5,203 ) (14.8 )% 38,295    68,018    (29,723 ) (43.7 )%

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	Three Months Ended September 30,								Nine Months Ended September 30,
					Change								Change
	2023		2022		Amount ($)		Percentage		2023		2022		Amount ($)		Percentage
	(Dollars in thousands)
Interest and dividend income	$	202,168	$	157,827	$	44,341	28.1	%	$	592,813	$	430,183	$	162,630	37.8	%
Interest expense	64,963		5,648		59,315		1,050.2	%	175,711		12,123		163,588		1,349.4	%
Net interest income	137,205		152,179		(14,974)		(9.8)	%	417,102		418,060		(958)		(0.2)	%
Provision for allowance for loan losses	7,328		6,480		848		13.1	%	14,854		7,045		7,809		110.8	%
Noninterest income (loss)	19,157		19,524		(367)		(1.9)	%	(264,492)		54,325		(318,817)		(586.9)	%
Noninterest expense	101,748		95,765		5,983		6.2	%	297,573		276,066		21,507		7.8	%
Income tax (benefit) expense	(16,178)		16,650		(32,828)		(197.2)	%	(65,619)		43,681		(109,300)		(250.2)	%
Net income (loss)	63,464		52,808		10,656		20.2	%	(94,198)		145,593		(239,791)		(164.7)	%

Comparison of the three and ~~six~~nine months ended ~~June~~September 30, ~~2020~~2023 and ~~2019~~

2022

Interest and Dividend Income

Interest and dividend income ~~decreased~~increased by ~~$10.9~~$44.3 million, or ~~9.7%~~28.1%, to ~~$101.9~~$202.2 million during the three months ended ~~June~~September 30, ~~2020~~2023 from ~~$112.8~~$157.8 million during the three months ended ~~June~~September 30, ~~2019.~~2022. The ~~decrease~~increase was primarily a result of ~~the negative impact of a lower interest rate environment.~~

~~Interest income on loans decreased by $10.1 million, or 9.9%, to $92.1 million during the three months ended June 30, 2020 from $102.2 million during the three months ended June 30, 2019.~~

~~Interest income on securities decreased $0.8 million, or 7.8%, to $9.8 million for the three months ended June 30, 2020 compared to $10.6 million for the three months ended June 30, 2019.~~

Interest and dividend income decreased by $16.2 million, or 7.2%, to $208.1 million during the six months ended June 30, 2020 from $224.3 million during the six months ended June 30, 2019. This decrease was a result of lower interest income on our loans asan increase in the yield on average interest-earning assets ~~decreased 73~~which increased by 107 basis points ~~during~~compared with the ~~six~~three months ended ~~June~~September 30, 2020, partially offset by our recording of deferred fees related to our PPP loans. Our average interest-earning assets increased by $1.2 billion, or 11.1%, to $11.6 billion as of June 30, 2020 compared to $10.5 billion as of June 30, 2019.2022. 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. ~~This~~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 ~~decreased by $15.1~~increased $44.3 million, or ~~7.4%~~35.4%, to ~~$187.7~~$169.3 million during the ~~six~~three months ended ~~June~~September 30, ~~2020~~2023 from ~~$202.8~~$125.0 million during the ~~six~~three months ended ~~June~~September 30, ~~2019.~~2022. The ~~decrease~~increase in interest income on our loans was ~~primarily~~ due to ~~the decrease~~an increase in ~~the yield on average loans. The decrease~~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 ~~the downward adjustment~~increases in market rates of ~~the~~ interest which resulted in increased yields on variable rate loans which repriced and new loans originated at higher rates ~~on our existing adjustable-rate loans as a result~~ of the lowering interest rate environment, whereas the average balance of loans increased due to continued efforts to expand our loan portfolio. The FTE yield on average loans decreased 59 basis points to 4.03% during the six months ended June 30, 2020.interest. The average balance of our loans increased ~~by $529.4 million,~~$1.4 billion, or ~~5.9%~~11.2%, to ~~$9.4~~$13.9 billion ~~as of June~~during the three months ended September 30, ~~2020 compared to $8.9~~2023 from $12.5 billion ~~as of June~~during the three months ended September 30, ~~2019.~~

2022.

•Interest income on securities ~~decreased $1.1~~and other short-term investments increased slightly by $0.1 million, or ~~5.3%~~0.2%, to $20.4 million for the six months ended June 30, 2020 compared to $21.5 million for the six months ended June 30, 2019. The decrease in interest income on securities was due to lower overall market rates. The FTE yield on average securities decreased 100 basis points to 2.0% during the six months ended June 30, 2019. The average balance of securities and other interest earning assets increased by $628.2 million, or 40.7%, to $2.2 billion as of June 30, 2020 compared to $1.5 billion as of June 30, 2019.

We received approximately $35.8 million of PPP loan origination fees from the SBA. We also deferred certain origination costs, totaling $3.5 million, related to our PPP loans. The loan fees and the deferred costs will be amortized through interest income over the life of the PPP loans, which is expected to be 24 months, but the amortization period will be adjusted as PPP loans are forgiven or repaid. During the six months ended June 30, 2020, we recorded $4.1 million in PPP loan fees, net in interest income.

~~Interest Expense~~

~~Interest expense decreased $6.1 million, or 65.9%, to $3.2~~$32.9 million during the three months ended ~~June~~September 30, ~~2020~~2023 from ~~$9.3~~$32.8 million during the three months ended ~~June~~September 30, ~~2019.~~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, 2023 in 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, which decreased $2.7 billion, or 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 which was 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 and dividend income increased by $162.6 million, or 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. The increase was primarily a result of ~~lower funding costs associated~~an increase in the yield on average interest-earning assets which increased by 114 basis points compared with the ~~decline~~nine months ended September 30, 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 ~~rates.~~

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 $12.5 million, or 13.0%, to $109.1 million during the nine months ended September 30, 2023 from $96.6 million during the nine months ended September 30, 2022. The increase in interest income on our securities and other short-term investments was due to an increase in our yield on such investments. The yield on our securities and short-term investments increased 65 basis points during the nine months ended September 30, 2023 in comparison to the nine 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 1.10% during the nine months ended September 30, 2022 to an average of 4.99% during the nine months ended September 30, 2023. In addition, our cash deposited at the Federal Reserve Bank of Boston increased during the nine months ended September 30, 2023 compared to the nine months ended September 30, 2022 due primarily to the deposit of proceeds from 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, 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, 2023, interest expense increased $59.3 million and $163.6 million, respectively, to $65.0 million and $175.7 million, respectively, from $5.6 million and $12.1 million during the three and nine months ended September 30, 2022, respectively. The increases were primarily attributable to an increase in both deposit and borrowings interest expense.

During the three months ended September 30, 2023, interest expense on our interest-bearing deposits ~~decreased~~increased by ~~$4.2~~$54.8 million ~~or 57.6%,~~ to ~~$3.1~~$59.6 million from $4.8 million during the three months ended ~~June~~September 30, ~~2020~~2022. This increase was due to an increase in the rates paid on deposits and an increase in average interest-bearing deposits. Rates paid on deposits increased by 174 basis points to 1.89% during the three months ended September 30, 2023 from ~~$7.3~~0.15% during the three months ended September 30, 2022. This is primarily due to our increasing overall deposit rates paid in response to an increase in market rates of interest and heightened industry-wide competition for deposits, and an increase in brokered certificates of deposit which generally bear a higher rate of interest compared to other interest-bearing deposits. During the three months ended September 30, 2023, the average interest-bearing deposits balance increased by $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 ~~June~~September 30, ~~2019.~~

2022. The increase in borrowings interest expense during the three months ended September 30, 2023 compared to the three 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.

During the nine months ended September 30, 2023, interest expense on our interest-bearing deposits increased by $147.5 million to $158.7 million from $11.2 million during the nine months ended September 30, 2022. This increase was due to an increase in the rates paid on deposits and an increase in the balance of average interest-bearing deposits. Rates paid on deposits increased by 152 basis points to 1.64% during the nine months ended September 30, 2023 from 0.12% during the nine months ended September 30, 2022. This is primarily due to our increasing overall deposit rates paid in response to an increase in market rates of interest and heightened industry-wide competition for deposits and an increase in brokered certificates of

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deposit which generally bear a higher rate of interest compared to other interest-bearing deposits. During the nine months ended September 30, 2023, the average interest-bearing deposits balance increased by $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 to $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 ~~borrowed funds~~such borrowings. We increased utilization of our FHLB borrowing capacity in order to support ongoing operations.

Net Interest Income

Net interest income decreased by ~~$1.9~~$15.0 million, or ~~96.3%~~9.8%, to ~~$0.1~~$137.2 million during the three months ended ~~June~~September 30, ~~2020~~2023 from ~~$2.0~~$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 ~~June~~September 30, ~~2019.~~

~~Interest expense decreased~~2023 from $8.9 ~~million, or 49.3%, to $9.2 million~~billion during the ~~six~~three months ended ~~June~~September 30, ~~2020 from $18.1 million during the six months ended June 30, 2019. The~~2022. Partially offsetting this decrease was ~~a result of decreased rates paid~~an increase in yields on deposits. The overall rates paid on average interest-bearing liabilities decreased 31 basis points to 0.27% during the six months ended June 30, 2020. Average interest-bearing liabilities increased $404.3 million, or 6.4%, to $6.7 billion as of six months ended June 30, 2020 compared to $6.3 billion as of six months ended June 30, 2019.

interest-earning assets.

Interest expense on our interest-bearing deposits decreased by $5.3 million, or 38.4%, to $8.5 million during the six months ended June 30, 2020 from $13.8 million during the six months ended June 30, 2019. The decrease in our interest expense on interest-bearing deposits was due to a decrease in the cost of deposits. The average balance of deposits increased due to our increasing core deposits to help fund loan growth, whereas the average cost of deposits decreased due to the interest rate decreases occurring in the six months ended June 30, 2020. The average cost of our interest-bearing deposits decreased 21 basis points to 0.26% during the six months ended June 30, 2020. The average balance of our interest-bearing deposits increased by $637.5 million, or 10.7%, to $6.6 billion as of June 30, 2020 compared to $6.0 billion as of June 30, 2019.

Interest expense on borrowed funds decreased by $3.6 million, or 84.3%, to $0.7 million during the six months ended June 30, 2020 from $4.3 million during the six months ended June 30, 2019. The decrease in interest expense on borrowed funds was primarily due to the average balance of the FHLB advances decreasing by $143.8 million to $16.2 million during the six months ended June 30, 2020 compared to $160.0 million during the six months ended June 30, 2019. The average balance of borrowed funds decreased by $233.2 million, or 66.2%, to $119.2 million as of June 30, 2020 compared to $352.5 million as of June 30, 2019.

~~Net Interest Income~~

Net interest income decreased by ~~$4.8~~$1.0 million, or ~~4.6%~~0.2%, to ~~$98.8~~$417.1 million during the ~~three~~nine months ended ~~June~~September 30, ~~2020~~2023 from ~~$103.5~~$418.1 million ~~during~~for the ~~three~~nine months ended ~~June~~September 30, 2019. The decrease was a result of the Bank’s asset sensitivity combined with a lower interest rate environment. The decline in interest income was only partially offset by a decline in interest expense.

2022. Net interest income decreased by $7.3 million, or 3.5%, to $198.9 million during the six months ended June 30, 2020 from $206.2 million during the six months ended June 30, 2019. The decrease was primarily a result of the decrease in interest and dividend income partially offset by the decrease in interest expense, both due to the decrease in ~~interest rates~~the balance of average net interest-earning assets of $1.4 billion, or 16.0%, to $7.6 billion during the ~~six~~nine months ended ~~June~~September 30, ~~2020.~~

2023 from $9.0 billion during the nine months ended September 30, 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:

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 21.7% for both the ~~six~~three and nine months ended ~~June~~September 30, ~~2020~~2023 and ~~21.8%~~21.5% for both the ~~six~~three and nine months ended ~~June~~September 30, ~~2019.~~2022. Net interest margin decreased 5410 basis points to ~~3.49%~~2.77% during the ~~six~~three months ended ~~June~~September 30, ~~2020.~~

2023, from 2.87% during the three months ended September 30, 2022. The decrease in the net interest margin for the three months ended September 30, 2023 from the three months ended September 30, 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 which resulted in an increase in our yield on interest-earning assets that exceeded the increase in costs of 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. ~~Interest income on~~ ~~tax-exempt~~ ~~loans and investment securities has been adjusted to an FTE basis using a marginal tax rate of 21.7% and 21.8% for the six months ended June 30, 2020 and 2019, respectively.~~ All average balances ~~are~~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

   Three months ended June 30,
   2020 2019
   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
   $ 1,423,161 $ 12,555    3.51 % $ 1,435,561 $ 13,439    3.72 %
Commercial
   6,735,075 69,779    4.12 % 6,024,268 74,064    4.89 %
Consumer
   1,287,430 10,610    3.28 % 1,456,395 15,349    4.19 %






Total loans
   9,445,666 92,944    3.91 % 8,916,224 102,852    4.59 %
Investment securities
   1,478,156 10,083    2.71 % 1,460,262 10,644    2.90 %
Federal funds sold and other short-term investments
   694,386 284    0.16 % 84,044 612    2.90 %






Total interest-earning assets
   11,618,208 103,311    3.54 % 10,460,530 114,108    4.34 %
Non-interest-earning assets
   1,064,218    859,928





Total assets
   $ 12,682,426    $ 11,320,458





Interest-bearing liabilities:

Deposits:

Savings account
   $ 1,036,344 $ 64    0.02 % $ 1,008,737 $ 52    0.02 %
Interest checking account
   2,158,242 648    0.12 % 1,877,777 1,075    0.23 %
Money market investment
   3,087,048 1,928    0.25 % 2,634,820 4,997    0.75 %
Time account
   320,277 462    0.57 % 443,070 1,188    1.07 %






Total interest-bearing deposits
   6,601,911 3,102    0.19 % 5,964,404 7,312    0.49 %
Borrowings
   119,211 74    0.25 % 352,453 2,001    2.26 %






Total interest-bearing liabilities
   6,721,122 3,176    0.19 % 6,316,857 9,313    0.59 %
Demand accounts
   3,963,066    3,320,873
Other noninterest-bearing liabilties
   337,679    192,521





Total liabilities
   11,021,867    9,830,251





Total net worth
   1,660,559    1,490,207





Total liabilities and retained earnings
   $ 12,682,426    $ 11,320,458





Net interest income - FTE
   $ 100,135    $ 104,795





Net interest rate spread ⁽²⁾
      3.35 %    3.75 %




Net interest-earning assets ⁽³⁾
   $ 4,897,086    $ 4,143,673





Net interest margin - FTE ⁽⁴⁾
      3.43 %    4.02 %




Average interest-earning assets to interest-bearing liabilities
   172.86 %    165.60 %

~~(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 represents net interest income divided by average total interest-earning assets.~~

~~(5)~~

~~Annualized.~~

   Six months ended June 30,
   2020 2019
   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
   $ 1,423,161 $ 25,858    3.65 % $ 1,435,561 $ 26,861    3.77 %
Commercial
   6,735,075 139,394    4.16 % 6,024,268 146,483    4.90 %
Consumer
   1,287,430 24,017    3.75 % 1,456,395 30,706    4.25 %






Total loans
   9,445,666 189,269    4.03 % 8,916,224 204,050    4.61 %
Investment securities
   1,478,156 20,768    2.83 % 1,460,262 21,956    3.03 %
Federal funds sold and other short-term investments
   694,386 801    0.23 % 84,044 965    2.32 %






Total interest-earning assets
   11,618,208 210,838    3.65 % 10,460,530 226,971    4.38 %
Non-interest-earning assets
   1,064,218    859,928





Total assets
   $ 12,682,426    $ 11,320,458





Interest-bearing liabilities:

Deposits:

Savings account
   $ 1,036,344 $ 118    0.02 % $ 1,008,737 $ 105    0.02 %
Interest checking account
   2,158,242 1,467    0.14 % 1,877,777 1,973    0.21 %
Money market investment
   3,087,048 5,832    0.38 % 2,634,820 9,287    0.71 %
Time account
   320,277 1,100    0.69 % 443,070 2,467    1.12 %






Total interest-bearing deposits
   6,601,911 8,517    0.26 % 5,964,404 13,832    0.47 %
Borrowings
   119,211 673    1.14 % 352,453 4,293    2.46 %






Total interest-bearing liabilities
   6,721,122 9,190    0.27 % 6,316,857 18,125    0.58 %
Demand accounts
   3,963,066    3,320,873
Other noninterest-bearing liabilties
   337,679    192,521





Total liabilities
   11,021,867    9,830,251





Total net worth
   1,660,559    1,490,207





Total liabilities and retained earnings
   $ 12,682,426    $ 11,320,458





Net interest income - FTE
   $ 201,648    $ 208,846





Net interest rate spread ⁽²⁾
      3.38 %    3.80 %




Net interest-earning assets ⁽³⁾
   $ 4,897,086    $ 4,143,673





Net interest margin - FTE ⁽⁴⁾
      3.49 %    4.03 %




Average interest-earning assets to interest-bearing liabilities
   172.86 %    165.60 %

~~(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 represents net interest income divided by average total interest-earning assets.~~

~~(5)~~

~~Annualized.~~


	As of and for the three 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	$	2,553,150		$	22,988	3.57	%	$	2,043,219		$	15,811	3.07	%
Commercial	9,988,712			128,051		5.09	%	9,138,029			96,270		4.18	%
Consumer	1,386,350			22,227		6.36	%	1,341,528			16,072		4.75	%
Total loans	13,928,212			173,266		4.94	%	12,522,776			128,153		4.06	%
Non-taxable investment securities	197,721			1,818		3.65	%	269,900			2,428		3.57	%
Taxable investment securities	5,579,452			24,191		1.72	%	8,446,205			29,280		1.38	%
Other short-term investments	537,602			7,269		5.36	%	282,629			1,638		2.30	%
Total interest-earning assets	$	20,242,987		$	206,544	4.05	%	$	21,521,510		$	161,499	2.98	%
Non-interest-earning assets	1,033,879							911,025
Total assets	$	21,276,866						$	22,432,535
Interest-bearing liabilities:
Deposits:
Savings account	$	1,441,636		$	43	0.01	%	$	2,021,125		$	51	0.01	%
Interest checking account	3,903,062			6,302		0.64	%	5,211,914			2,686		0.20	%
Money market investment	4,836,895			27,695		2.27	%	4,824,452			1,893		0.16	%
Time account	2,341,684			25,567		4.33	%	380,560			151		0.16	%
Total interest-bearing deposits	12,523,277			59,607		1.89	%	12,438,051			4,781		0.15	%
Borrowings	414,252			5,356		5.13	%	153,882			843		2.17	%
Total interest-bearing liabilities	$	12,937,529		$	64,963	1.99	%	$	12,595,737		$	5,648	0.18	%
Demand accounts	5,257,704							6,614,467
Other noninterest-bearing liabilities	541,827							445,640
Total liabilities	18,737,060							19,655,844
Shareholders’ equity	2,539,806							2,776,691
Total liabilities and shareholders’ equity	$	21,276,866						$	22,432,535
Net interest income – FTE				$	141,581						$	155,851
Net interest rate spread (2)						2.06	%						2.80	%
Net interest-earning assets (3)	$	7,305,458						$	8,925,773
Net interest margin – FTE (4)						2.77	%						2.87	%
Average interest-earning assets to interest-bearing liabilities	156.47		%					170.86		%
Return on average assets (5)(6)	1.10		%					0.93		%
Return on average equity (5)(7)	9.23		%					7.55		%
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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(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.
(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.
(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.
(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.
93
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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. ~~The~~

We recorded a provision for allowance for loan losses ~~increased by $7.1 million, or 473.3%, to $8.6~~of $7.3 million for the three months ended ~~June~~September 30, ~~2020,~~2023, compared to ~~$1.5~~a provision of $6.5 million for the three months ended ~~June~~September 30, ~~2019. This increase was~~2022 and a 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. Management determined a provision to be necessary for the three and nine months ended September 30, 2023 primarily due to ~~the~~increased loan ~~risk rating migration~~balances and an increase in ~~commercial and industrial and~~non-performing commercial real estate ~~portfolios~~loans, which are reserved for on a specific reserve basis. The increase in our non-performing commercial real estate loans was primarily attributable to ~~reflect~~several commercial real estate loans, which are collateralized by properties in the investor office risk segment, transitioning to non-accrual during the three months ended September 30, 2023.

Management’s estimate of our allowance for loan losses as of September 30, 2023 and the provision for allowance for loan losses for the three and nine months ended September 30, 2023, was supported, in part, by Oxford Economics’ September 2023 Baseline forecast (“the forecast”) which was used to develop management’s estimate of the effect of expected future economic conditions on the allowance for loan losses. The forecast assumed the U.S. economy will mildly contract in the fourth quarter of 2023 compared to the assumption used as of December 31, 2022, which had assumed the U.S. economy would enter a recession in the second quarter of 2023. This forecast reflects the impact of cumulative rate increases by the FOMC, with the most recent occurring in July 2023, tighter lending conditions, and continued inflation pressure leading to reduced consumer spending. Primary macroeconomic assumptions included in management’s evaluation of the adequacy of the allowance for loan losses included an increased unemployment rate and a steady gross domestic product (“GDP”). Further, the forecast assumed that the FOMC will not raise federal rates further during the current economic ~~environment resulting~~cycle. Although the core consumer price index declined slightly in August 2023 from the ~~COVID-19 pandemic.~~

~~The provision~~prior month, inflation is expected to remain above the FOMC’s 2% target 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 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.

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To illustrate the sensitivity of the modeled result to the impact of a hypothetical change in the economic forecast, management calculated the allowance for loan losses ~~increased by $32.7 million, or 726.7%, to $37.2 million for~~assuming the ~~six months ended June 30, 2020, compared to $4.5 million for~~downside economic forecast scenario and, separately, the ~~six months ended June 30, 2019.~~upside economic forecast scenario. The ~~increase was primarily due to~~downside scenario assumed the ~~change~~U.S. economy will enter a more severe recession at the end of 2023 and experience a fourth quarter decline in ~~loan risk ratings to reflect the impact~~GDP of 2.6% on an annualized basis. Use of the ~~increased concerns about customers that are expecting to face financial difficulties due to the current economic environment resulting from the~~ ~~COVID-19~~ ~~pandemic, primarily related to the downgrading of our hotel and restaurant loan portfolios. The~~downside scenario would have resulted in an incremental increase in the ~~provision also reflects~~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 ~~increased concern about~~fourth quarter of 2023 and the ~~performance~~first quarter of 2024, respectively, along with sustained recovery. Use of the ~~loan portfolio given the increase~~upside scenario would have resulted in an incremental decrease in the ~~non-performing~~ ~~loans and delinquent loans during the quarter ended June~~allowance for loan losses of approximately $7.2 million as of September 30, ~~2020.~~

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 June 30, Six Months Ended June 30,
   Change Change
   2020 2019 Amount % 2020 2019 Amount %
   (Dollars in thousands)
Insurance commissions
   $ 22,697 $ 24,135 (1,438 ) (6.0 )% $ 50,174 $ 48,897 1,277 2.6 %
Service charges on deposit accounts
   4,364 6,771 (2,407 ) (35.5 )% 10,462 13,175 (2,713 ) (20.6 )%
Debit card processing fees
   5,194 4,980 214 4.3 % 10,289 9,608 681 7.1 %
Trust and investment advisory fees
   2,337 2,638 (301 ) (11.4 )% 4,807 5,048 (241 ) (4.8 ) %
Interest swap income
   771 (810 ) 1,581 (195.2 )% (5,238 ) (470 ) (4,768 ) (1,014.5 )%
Income from investments held in rabbi trusts
   7,745 1,822 5,923 325.1 % 1,002 5,969 (4,967 ) (83.2 )%
Trading securities gains, net
   (1 ) 152 (153 ) (100.7 )% (3 ) 1,294 (1,297 ) (100.2 )%
Net gain on sales of mortgage loans held for sale
   1,420 159 1,261 793.1 % 1,513 209 1,304 623.9 %
Gains on sales of securities available for sale, net
   163 1,966 (1,803 ) (91.7 )% 285 2,016 (1,731 ) (85.9 )%
Other
   2,967 3,819 (852 ) (22.3 )% 7,735 7,686 49 0.6 %


Total noninterest income
   $ 47,657 $ 45,632 $ 2,025 4.4 % $ 81,026 $ 93,432 $ (12,406 ) (13.3 )%


	Three Months Ended September 30,								Nine Months Ended September 30,
					Change								Change
	2023		2022		Amount		%		2023		2022		Amount		%
	(Dollars in thousands)
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	6,235		5,832		403		6.9	%	18,136		17,967		169		0.9	%
Debit card processing fees	3,388		3,249		139		4.3	%	10,071		9,417		654		6.9	%
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	(1,523)		(2,248)		725		(32.3)	%	4,336		(13,997)		18,333		(131.0)	%
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	(164)		22		(186)		(845.5)	%	(288)		240		(528)		(220.0)	%
Losses on sales of securities available for sale, net	—		(198)		198		(100.0)	%	(333,170)		(2,474)		(330,696)		13,366.9	%
Other	4,774		4,597		177		3.9	%	15,845		13,527		2,318		17.1	%
Total noninterest income (loss)	$	19,157	$	19,524	$	(367)	(1.9)	%	$	(264,492)	$	54,325	$	(318,817)	(586.9)	%

Noninterest income ~~increased by $2.0~~decreased $0.4 million, or ~~4.4%~~1.9%, to ~~$47.7~~$19.2 million for the three months ended ~~June~~September 30, ~~2020~~2023 from ~~$45.6~~$19.5 million for the three months ended ~~June~~September 30, ~~2019.~~2022. This ~~increase~~decrease was primarily due to losses on sales of commercial and industrial loans of $2.7 million. Partially offsetting the loss was a ~~$5.9~~$0.7 million increase in income from investments held in rabbi trusts and a ~~$1.6~~$0.7 million increase in service charges on deposit accounts.

•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 unfavorable mark-to-market adjustment on equity securities held in these accounts. The unfavorable mark-to-market adjustment for the three months ended September 30, 2022 was greater than the unfavorable mark-to-market adjustment for 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, ~~and a $1.3 million increase in net gains~~losses on sales of ~~mortgage~~commercial and industrial loans ~~held for sale~~of $2.7 million, and ~~partially offset by~~ a $2.4 million decrease in service charges on deposit ~~accounts, a $1.8~~accounts. These items were partially offset by an $18.3 million ~~decrease~~increase in ~~gains~~income from investments held in rabbi trusts.

•Losses on sales of securities available for sale, net, ~~and a $1.4~~increased by $330.7 million ~~decrease in insurance commissions.~~

~~Noninterest income decreased by $12.4 million, or 13.3%,~~ to ~~$81.0~~$333.2 million for the ~~six~~nine months ended ~~June~~September 30, ~~2020~~2023 from ~~$93.4~~$2.5 million for the ~~six~~nine months ended ~~June~~September 30, ~~2019. The decrease was primarily~~2022 due to ~~a $5.0 million decrease~~balance sheet repositioning which was completed in ~~income from investments held in rabbi trusts, a $4.8 million decrease in interest~~March 2023 and included the sale of certain available for sale securities. Refer to the section titled “Liquidity, Capital Resources, Contractual Obligations, Commitments and Contingencies” within this Item 2 for additional discussion of such sales.

•Interest rate swap income ~~and a $2.7 million decrease in deposit service charges, net, partially offset by a $1.3 million increase in insurance commissions.~~

~~Insurance commissions increased primarily as a result of an increase in our profit-sharing revenues and commissions.~~

~~Income (loss) from investments held in rabbi trust~~ decreased primarily as a result of a less favorable mark-to-market adjustment during the ~~six~~nine months ended ~~June~~September 30, ~~2020,~~2023 compared to the ~~six~~nine months ended ~~June~~September 30, ~~2019.~~

2022.

~~Swap income~~•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 on equity securities held in these accounts for the nine months ended September 30, 2023 resulting from an increase in the market value of equity securities held in the rabbi trusts as compared to an unfavorable mark-to-market adjustment ~~due to~~for the ~~current interest rate and economic environment.~~

nine months ended September 30, 2022.

Noninterest Expense

The following table sets forth information regarding noninterest expense for the periods shown:

Noninterest Expense

   Three Months Ended June 30, Six Months Ended June 30,
   Change Change
   2020 2019 Amount % 2020 2019 Amount %
   (Dollars in thousands)
Salaries and employee benefits
   $ 63,335 $ 62,364 971 1.6 % $ 124,924 $ 129,670 (4,746 ) (3.7 )%
Office occupancy and equipment
   8,615 8,383 232 2.8 % 17,304 17,182 122 0.7 %
Data processing
   12,180 10,912 1,268 11.6 % 22,184 21,588 596 2.8 %
Professional services
   4,396 3,966 430 10.8 % 8,085 7,104 981 13.8 %
Charitable contributions
   2,797 3,683 (886 ) (24.1 )% 3,984 7,331 (3,347 ) (45.7 )%
Marketing
   1,645 2,683 (1,038 ) (38.7 )% 4,113 4,406 (293 ) (6.7 )%
Loan expenses
   2,036 886 1,150 129.8 % 3,148 1,551 1,597 103.0
FDIC insurance
   944 927 17 1.8 % 1,850 1,800 50 2.8 %
Amortization of intangible assets
   701 886 (185 ) (20.9 )% 1,403 1,773 (370 ) (20.9 )%
Net periodic benefit cost, excluding service cost
   (2,443 ) (1,334 ) (1,109 ) (83.1 )% (4,885 ) (2,668 ) (2,217 ) (83.1 )%
Other
   6,559 8,214 (1,655 ) (20.1 )% 13,827 16,662 (2,835 ) (17.0 )%


Total noninterest expense
   $ 100,765 $ 101,570 $ (805 ) (0.8 )% $ 195,937 $ 206,399 $ (10,462 ) (5.1 )%


	Three Months Ended September 30,								Nine Months Ended September 30,
					Change								Change
	2023		2022		Amount		%		2023		2022		Amount		%
							(Dollars in thousands)
Salaries and employee benefits	$	60,898	$	61,292	$	(394)	(0.6)	%	$	185,264	$	171,525	$	13,739	8.0	%
Office occupancy and equipment	8,641		8,880		(239)		(2.7)	%	26,797		28,804		(2,007)		(7.0)	%
Data processing	13,443		12,242		1,201		9.8	%	38,555		39,711		(1,156)		(2.9)	%
Professional services	7,125		4,218		2,907		68.9	%	13,277		11,510		1,767		15.4	%
Marketing	1,765		2,118		(353)		(16.7)	%	4,899		6,262		(1,363)		(21.8)	%
Loan expenses	1,082		2,211		(1,129)		(51.1)	%	3,292		5,757		(2,465)		(42.8)	%
FDIC insurance	2,808		1,578		1,230		77.9	%	8,388		4,710		3,678		78.1	%
Amortization of intangible assets	504		299		205		68.6	%	1,299		899		400		44.5	%
Other	5,482		2,927		2,555		87.3	%	15,802		6,888		8,914		129.4	%
Total noninterest expense	$	101,748	$	95,765	$	5,983	6.2	%	$	297,573	$	276,066	$	21,507	7.8	%

Noninterest expense ~~decreased~~increased by ~~$0.8~~$6.0 million, or ~~0.8%~~6.2%, to ~~$100.8~~$101.7 million during the three months ended ~~June~~September 30, ~~2020~~2023 from ~~$101.6~~$95.8 million during the three months ended ~~June~~September 30, ~~2019.~~2022. This increase was primarily due to a $2.9 million increase in professional services, a $2.6 million increase in other noninterest expenses, a $1.2 million increase in

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FDIC insurance, and a $1.2 million increase in data processing expense. These increases were partially offset by a $1.1 million decrease in loan expenses.

•Professional services increased primarily due to merger and acquisitions expenses incurred during the three months ended September 30, 2023, which totaled $3.6 million and were related to our proposed acquisition of Cambridge. No merger and acquisition expenses were incurred by the Bank during the three months ended September 30, 2022.

•Other noninterest expenses increased primarily due to a $3.1 million increase in 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, 2023 compared to during the three months ended September 30, 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 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 led to a subsequent decline in the volume of HELOC applications received.

Noninterest expense increased by $21.5 million, or 7.8%, to $297.6 million during the nine months ended September 30, 2023 from $276.1 million during the nine months ended September 30, 2022. This increase was primarily due to a $13.7 million increase in salaries and employee benefits, a $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.

•Salaries and employee benefits increased primarily due to an $8.3 million increase in benefit expense related to 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 value during the nine months ended September 30, 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 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, 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, 2022.

•Other noninterest expenses increased primarily due to a $9.4 million increase in 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 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. 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 ~~other noninterest expense~~the number of $1.7 million, a $1.1 million increase in net periodic benefit cost, excluding service cost, and a $1.0 million decrease in marketing expenses and partially offset by an increase in loan expenses of $1.2 million and an increase in data processing expenses of $1.3 million.

~~Noninterest expense decreased by $10.5 million, or 5.1%, to $195.9 million~~occupancy leases during the ~~six~~nine months ended ~~June~~September 30, ~~2020 from $206.4 million~~2023 compared to during the ~~six~~nine months ended ~~June~~September 30, 2019. The decrease was primarily due to a $4.7 million decrease in salaries and employee benefits, a $3.3 million decrease in charitable contributions and a $2.2 million decrease in net periodic benefit cost, excluding service cost, partially offset by a $1.0 million increase in professional services expense and $1.6 million increase in loan expenses.

2022.

~~Salaries and employee benefits decreased primarily as a result of a favorable defined contribution supplemental executive retirement plan expense as a result of the less favorable~~ ~~mark-to-market~~ adjustment on securities held in rabbi trust accounts, lower incentive expenses and deferrals of nonrefundable fees and costs associated with originating or acquiring loans (primarily due to the PPP loans), partially offset by higher commissions.

Charitable contributions decreased primarily as a result of lower contributions to the Eastern Bank Charitable Foundation, as a result of lower taxable income for the six months ended June 30, 2020, compared to the six months ended June 30, 2019.

~~Net period benefit cost, excluding service cost, decreased primarily as a result of a reduction in the expected return on plan assets.~~

Professional services increased primarily as a result of higher legal costs related to (i) corporate-related matters, (ii) loan- related matters and (iii) our commercial banking strategy and development services.

~~Loan expenses increased primarily as a result of increased mortgage loan originations.~~

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 June 30, Six months ended June 30,
   2020 2019 2020 2019
   (Dollars in thousands)
Combined federal and state income tax provisions
   $ 7,197 $ 11,032 $ 8,495 $ 20,710
Effective income tax rates
   19.4 % 23.9 % 18.2 % 23.3 %
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 decreased by ~~$3.8~~$32.8 million ~~or 34.8%,~~ to $7.2 million in the three months ended June 30, 2020 from $11.0 million in the three months ended June 30, 2019. This decrease was due primarily to lower pre-tax income during the three months ended June 30, 2020 compared to the three months ended June 30, 2019, while investment tax credits and other favorable permanent differences have remained relatively constant.

Income tax expense decreased by $12.2 million, or 59.0%, to $8.5 million in the six months ended June 30, 2020 from $20.7 million in the six months ended June 30, 2019. The decrease was due primarily to lower ~~pre-tax~~ income during the six months ended June 30, 2020 compared to the six months ended June 30, 2019, while investment tax credits and other favorable permanent differences have remained relatively constant.

~~Financial Position and Results~~a benefit of ~~Operations of our Business Segments~~

~~Comparison of the three and six months ended June 30, 2020 and 2019~~

As of and for the three months ended June 30,
2020 2019
Banking
Business Insurance
Agency
Business Other/
Eliminations Total Banking
Business Insurance
Agency
Business Other/
Eliminations Total
(Dollars In Thousands)
Net interest income
$ 98,755 $ —   $ —   $ 98,755 $ 103,523 $ —   $ —   $ 103,523
Provision for loan losses
8,600 —   —   8,600 1,500 —   —   1,500

Net interest income after provision for loan losses
90,155 —   —   90,155 102,023 —   —   102,023
Noninterest income
23,779 23,886 (8 ) 47,657 21,143 24,489 —   45,632
Noninterest expense
81,713 20,084 (1,032 ) 100,765 83,205 19,200 (835 ) 101,570

Income before provision for income taxes
32,221 3,802 1,024 37,047 39,961 5,289 835 46,085
Income tax provision (benefit)
6,121 1,076 —   7,197 9,517 1,515 —   11,032

Net income
$ 26,100 $ 2,726 $ 1,024 $ 29,850 $ 30,444 $ 3,774 $ 835 $ 35,053

Total assets
$ 13,867,746 $ 193,320 $ (64,543 ) $ 13,996,523 $ 11,397,392 $ 164,576 $ (48,284 ) $ 11,513,684

Total liabilities
$ 12,314,286 $ 53,150 $ (64,543 ) $ 12,302,893 $ 9,975,081 $ 35,228 $ (48,284 ) $ 9,962,025

For the six months ended June 30
2020 2019
Banking
Business Insurance
Agency
Business Other/
Eliminations Total Banking
Business Insurance
Agency
Business Other/
Eliminations Total
(Dollars in Thousands)
Net interest income
$ 198,901 $ —   $ —   $ 198,901 $ 206,195 —   —   206,195
Provision for loan losses
37,200 —   —   37,200 4,500 —   —   4,500

Net interest income after provision for loan losses
161,701 —   —   161,701 201,695 —   —   201,695
Noninterest income
30,647 50,408 (29 ) 81,026 43,405 50,048 (21 ) 93,432
Noninterest expense
160,178 37,725 (1,966 ) 195,937 169,096 39,067 (1,764 ) 206,399

Income before provision for income taxes
32,170 12,683 1,937 46,790 76,004 10,981 1,743 88,728
Income tax provision
4,906 3,589 —   8,495 17,576 3,134 —   20,710

Net income
$ 27,264 $ 9,094 $ 1,937 $ 38,295 $ 58,428 $ 7,847 $ 1,743 $ 68,018

~~Banking Segment~~

Average interest-earning assets grew $1.2 billion, or 11.1%, to $11.6 billion as of June 30, 2020 from $10.5 billion as of June 30, 2019, with average total loans, our largest category of average interest-earning assets, growing $529.4 million, or 5.9%, to $9.4 billion as of June 30, 2020 from $8.9 billion as of June 30, 2019.

Average interest-bearing liabilities grew $404.3 million, or 6.4%, to $6.7 billion as of June 30, 2020 from $6.3 billion as of June 30, 2019, with average total deposits, our largest category of average interest-bearing liabilities, growing $637.5 million, or 10.7%, to $6.6 billion as of June 30, 2020 from $6.0 billion as of June 30, 2019.

Assets under management in our wealth management business increased by $134.5 million, or 5.5%, to $2.6 billion as of June 30, 2020 from $2.4 billion as of June 30, 2019. Our income related to our asset management business, which we record as noninterest income, increased by $0.2 million, or 4.3%, to $5.2$16.2 million for the three months ended ~~June~~September 30, ~~2020, compared to $5.0~~2023 from an expense $16.7 million for the three months ended ~~June~~September 30, ~~2019.~~2022. The ~~increase~~decrease was ~~due~~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 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 ~~fees we earned during~~Unaudited Consolidated Financial Statements included in Part I, Item 1 in this Quarterly Report on Form 10-Q.

Income tax expense decreased by $109.3 million to a benefit of $65.6 million in the ~~three~~nine months ended ~~June~~September 30, ~~2020,~~2023 from a provision of $43.7 million in the nine months ended September 30, 2022. The decrease in income tax expense, which resulted in a tax benefit for the nine months ended September 30, 2023, was primarily due to ~~higher valuations~~lower income before income tax expense, which was a net loss and net benefit during the nine months ended September 30, 2023, respectively, as a consequence of ~~our assets under management.~~

~~Our income~~losses realized on sales of available for sale securities in the first quarter of 2023. For additional information related to ~~our asset management business increased by $0.7 million, or 7.3%, to $10.3 million for~~ the ~~six months ended June 30, 2020 compared to $9.6 million for~~Company’s income taxes see Note 12, “Income Taxes” within the ~~six months ended June 30, 2019. The increase was due~~Notes to the ~~fees we earned during the six months ended June 30, 2020, primarily due to higher valuations of our assets under management.~~

~~Insurance Agency Segment~~

Noninterest income related to our insurance agency business decreased by $0.6 million, or 2.5%, to $23.9 million during the three months ended June 30, 2020 from $24.5 million during the three months ended June 30, 2019. The decrease was driven primarily by a decreaseUnaudited Consolidated Financial Statements included in ~~negotiated commissions and profit sharing revenues of $1.5 million and $0.2 million, respectively, partially offset by an increase~~Part I, Item 1 in ~~income from investments held in rabbi trusts of $0.8 million and in increase in recurring commissions of $0.3 million due to organic growth.~~

this Quarterly Report on Form 10-Q.

Noninterest income related to our insurance agency business increased by $0.4 million, or 0.8 %, to $50.4 million during the six months ended June 30, 2020 from $50.0 million during the six months ended June 30, 2019. The increase was driven primarily by an increase in our combined negotiated commission and profit sharing income of $0.8 million, in addition to an increase in our recurring commissions of $0.5 million due to organic growth, partially offset by a $0.9 million decrease in income from investments held in rabbi trusts.

~~Off-Balance~~ ~~Sheet Arrangements~~

~~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, which involve elements of credit and interest rate risk in excess of the amount recognized in the 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 June 30, 2020, we had $3.7 billion of commitments to originate loans, comprised of $2.2 billion of commitments under commercial loans and lines of credit (including $291.8 million of unadvanced portions of construction loans), $1.2 billion of commitments under home equity loans and lines of credit, $213.9 million in overdraft coverage commitments, and $45.3 million of unfunded commitments related to residential real estate loans and $20.0 million in other consumer loans and lines of credit. In addition, at June 30, 2020, we had $57.4 million in standby letters of credit outstanding. Finally, we had $67.7 million in forward commitments to sell loans.

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 ~~such as~~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 ~~the United States Treasury yield curve increases or decreases~~market rates increase and decrease instantaneously by ~~+200, +300, +400 and~~ ~~-100~~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. 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, 2023 and December 31, 2022, the 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)	Net Interest Income Year 1 Forecast		Year 1 Change from Level
	(Dollars in thousands)
400	$	485,972	(14.1)	%
200	526,269		(7.0)	%
100	546,184		(3.5)	%
Flat	565,939		—	%
(100)	584,027		3.2	%
(200)	592,055		4.6	%
(400)	594,348		5.0	%

	As of December 31, 2022
Change in Interest Rates (basis points) (1)	Net Interest Income Year 1 Forecast		Year 1 Change from Level
	(Dollars in thousands)
400	$	528,247	(8.4)	%
300	539,739		(6.4)	%
200	552,231		(4.2)	%
Flat	576,477		—	%
(100)	585,728		1.6	%
(200)	586,771		1.8	%

(1)Assumes an immediate uniform change in market interest rates at all maturities.

As of September 30, 2023, our model, as indicated above, shows a decline in our net interest income in rising rate scenarios. In the rising rate scenarios, funding costs are modeled to rise faster than income on earning assets, due, in part, to the mix of funding which has shifted towards higher rate paying deposits and wholesale funding in recent quarters. As shown in the table above, the model generated similar results as of December 31, 2022. That is, the model showed a decline in our net interest income in the 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 400 basis point decrease in interest rates at December 31, 2022 given the lower level of interest 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. Management believes these derivatives provide significant protection against falling interest rates. For additional information related to our interest rate derivative financial instruments see Note 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 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 tables below represent an analysis of our interest rate risk 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 December 31, 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 June 30, 2020 precluded the modeling of certain falling rate scenarios, including negative interest rates.~~

The tables below set forth, as of June 30, 2020 and December 31, 2019, the calculation of the estimated changes in our net interest income on an FTE basis that would result from the designated immediate changes in the United States Treasury yield curve.

~~Interest Rate Sensitivity~~

As of June 30, 2020
Change in
Interest Rates
(basis points) ⁽¹⁾ Net Interest
Income Year 1
Forecast Year 1
Change from
Level
(Dollars in thousands)
400 $526,813 34.0%
300   493,129 25.4%
200   459,940 17.0%
Flat   393,163   0.0%
-100   383,847 (2.4)%
As of December 31, 2019
Change in
Interest Rates
(basis points) ⁽¹⁾ Net Interest
Income Year 1
Forecast Year 1
Change from
Level
(Dollars in thousands)
400 $433,300 5.2%
300   428,186 4.0%
200   422,881 2.7%
Flat   411,704 —  %
-100   395,697 (3.9)%

The tables above indicate that at June 30, 2020 and December 31, 2019, in the event of an instantaneous parallel 200 basis points increase in rates, we would have experienced a 17.0% and 2.7% increase, respectively, in net interest income on an FTE basis, and in the event of an instantaneous 100 basis points decrease in interest rates, we would have experienced a 2.4% and a 3.9% decrease at June 30, 2020 and December 31, 2019, respectively, in net interest income, on an FTE basis. We have the ability to use interest rate derivative financial instruments, within internal policy guidelines, to manage interest rate risk as part of our asset/liability strategy. These derivatives provide significant protection against falling interest rates. Without the derivatives, our FTE net interest income would decline by 2.8% with an instantaneous 100 basis point decrease in interest rates, rather than the 2.4% decrease shown in the table above at June 30, 2020.

~~Economic Value of Equity Analysis.~~ We also analyze the sensitivity of our financial condition in interest rates through our economic value of equity (“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.

Contents

The table below represents an analysis of our interest rate risk (excluding the effect of our pension plan) as measured by the estimated changes in our EVE, resulting from an instantaneous and sustained parallel shift in the yield curve (+200, +300, +400 basis points and ~~-100~~ basis points) at June 30, 2020 and December 31, 2019. 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 interest rates prevalent at June 30, 2020 precluded the modeling of certain falling rate scenarios, including negative interest rates.

~~EVE Interest Rate Sensitivity~~

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.~~

Change in Interest
Rate (basis points) ⁽¹⁾
      As of June 30, 2020

   Estimated EVE ⁽²⁾    Estimated Increase (Decrease in EVE) from
Level EVE as a
Percentage of
Total Assets ⁽³⁾
      Amount    Percent
   (Dollars in thousands)
400
   $ 2,769,212    $ 544,896    24.5 % 0.20 %
300
   2,666,631    442,316    19.9 % 0.19 %
200
   2,552,682    328,367    14.8 % 0.18 %
Flat
   2,224,315    —      —   % 0.16 %
-100
   2,051,131    (173,184 )    (7.8 )% 0.15 %

Change in Interest
Rate (basis points) ⁽¹⁾
      As of December 31, 2019

   Estimated EVE ⁽²⁾    Estimated Increase (Decrease in EVE) from
Level EVE as a
Percentage of
Total Assets ⁽³⁾
      Amount    Percent
   (Dollars in thousands)
400
   $ 2,446,754    $ 14,005    0.6 % 22.51 %
300
   2,453,287    20,538    0.8 % 22.11 %
200
   2,457,642    24,893    1.0 % 21.67 %
Flat
   2,432,749    —      —   % 20.52 %
-100
   2,364,175    (68,574 )    (2.8 )% 19.54 %

~~(1)~~

~~Assumes an immediate uniform change in interest rates 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 assets represents the discounted present value of incoming cash flows on interest-earning assets.~~

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)			As of September 30, 2023
	Estimated EVE (2)		Estimated Increase (Decrease) in EVE from Level				EVE as a Percentage of Total Assets (3)
			Amount		Percent
	(Dollars in thousands)
400	$	3,214,556	$	(718,082)	(18.3)	%	17.68	%
200	3,546,866		(385,772)		(9.8)	%	18.52	%
100	3,731,893		(200,745)		(5.1)	%	18.95	%
Flat	3,932,638		—		—		19.39	%
(100)	4,175,346		242,708		6.2	%	19.94	%
(200)	4,333,505		400,867		10.2	%	20.08	%
(400)	4,539,079		606,441		15.4	%	19.84	%


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)
			Amount		Percent
	(Dollars in thousands)
400	$	3,691,963	$	(691,696)	(15.8)	%	18.48	%
300	3,834,512		(549,147)		(12.5)	%	18.72	%
200	4,007,265		(376,394)		(8.6)	%	19.04	%
Flat	4,383,659		—		—		19.66	%
(100)	4,527,743		144,084		3.3	%	19.74	%
(200)	4,620,994		237,335		5.4	%	19.61	%

(1)Assumes an immediate uniform change in market interest rates at all maturities.

(2)EVE is the discounted present value of expected cash flows from assets, liabilities and off-balance sheet contracts.

(3)Total assets is the net present value of expected cash flows.

Liquidity, ~~and~~ 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.

Our primary sources of funds are deposits, principal and interest payments on loans and securities, and proceeds from calls, maturities and sales of ~~securities.~~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 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 share repurchases in which we may engage. For 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 and totaled $673.5 million and $704.1 million at September 30, 2023 and December 31, 2022, respectively.

We participate in the ~~Promontory Interfinancial~~IntraFi Network, ~~allowing~~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 ~~Promontory network~~IntraFi Network banks depending on our funding needs. At ~~June~~both September 30, ~~2020~~2023 and December 31, ~~2019,~~2022 we had ~~a total~~no IntraFi Network one-way sell deposits. At September 30, 2023 and December 31, 2022, we had repurchased $1.2 billion and $665.0 million, respectively, of ~~$409.0 million and $270.0 million of Promontory deposits, respectively. These deposits could have been repurchased as~~previously sold reciprocal ~~deposits and should be considered a source of liquidity.~~

deposits.

Although customer deposits remain our preferred source of funds, maintaining ~~back up~~additional sources of liquidity is part of our prudent liquidity risk management practices. We have the ability to borrow from the ~~Federal Home Loan Bank of Boston.~~FHLBB. At ~~June~~September 30, ~~2020,~~2023, we had ~~$14.9~~$673.5 million in outstanding advances and the ability to borrow up to an additional ~~$1.4~~$2.0 billion. We also have the ability to borrow from the Federal Reserve Bank of ~~Boston as well as the Paycheck Protection Program Liquidity Facility.~~Boston. At ~~June~~September 30, ~~2020,~~2023, we had a ~~$485.0 million~~$2.5 billion collateralized line of credit from the Federal Reserve Bank of Boston ~~with no outstanding balance. Additionally,~~through the Bank Term Funding Program. The Bank Term Funding Program was created by the Federal Reserve in March 2023. At September 30, 2023, we had ~~$1.1~~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 ~~Paycheck Protection Program Loans that could~~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, 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, 2023 and December 31, 2022, loans have been pledged to the ~~Paycheck Protection~~FHLBB with a carrying value of $4.2 billion and $3.9 billion, respectively, resulting in this additional unused borrowing capacity.

(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, ~~Liquidity Facility. We had~~resulting in this additional unused borrowing capacity.

(4)Loans with a ~~total~~carrying value of ~~$620.0~~$1.1 billion at both September 30, 2023 and December 31, 2022, and securities with a carrying value of $370.3 million ~~of discretionary lines of credit~~ at ~~June~~September 30, ~~2020.~~

~~Sources of Liquidity~~

   June 30, 2020 December 31, 2019
   Outstanding    Additional
Capacity Outstanding    Additional
Capacity
      (Dollars in thousands)
Promontory deposits
   $ —      $ 408,527 $ 93,539    $ 176,346
Federal Home Loan Bank
   14,922    1,424,505 ⁽¹⁾ 18,964    1,822,955 ⁽¹⁾
Federal Reserve Bank of Boston
   —      485,424 ⁽²⁾ —      636,960 ⁽²⁾
Federal Reserve Paycheck Protection Program Liquidity Facility
   —      1,100,181 —      —
Unsecured lines of credit
   —      620,000 —      555,000






Total deposits
   $ 14,922    $ 4,038,637 $ 112,503    $ 3,191,261

~~(1)~~

As of June 30, 2020, loans have been pledged to the Federal Home Loan Bank of Boston with a carrying value of $2.1 billion to secure additional borrowing capacity. As of December 31, 2019, loans and securities have been pledged to the Federal Home Loan Bank of Boston with a carrying value of $1.5 billion and $0.9 billion, respectively, to secure additional borrowing capacity

~~(2)~~

Loans with a carrying value of $0.9 billion and $1.0 billion at June 30, 2020 and December 31, 2019, respectively, have been pledged to the Federal Reserve Bank of Boston resulting in this additional unused borrowing capacity

2023 were pledged to the Discount Window, resulting in this additional 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 Asset Liability Committee have put a ~~Liquidity Contingency Plan~~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 ~~its~~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 ~~June~~September 30, ~~2020~~2023 and December 31, ~~2019,~~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 10.0%; (2) 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 5.0%. Management believes that the Company met all capital adequacy requirements to which it is subject as of September 30, 2023 and December 31, 2022. There have been no conditions or events that management believes would cause a change in the Company’s categorization.

In March 2015, the FDIC issued a Financial Institution Letter (FIL-12-2015) indicating that non-advanced approaches institutions may make a one-time, permanent election to opt out of the requirement to include most components of accumulated other comprehensive income (“AOCI”) in regulatory capital. At that time, we opted to make such an election. Accordingly, unrealized gains and losses on our AFS securities portfolio are not included in regulatory capital. Consequently, the balance sheet repositioning we completed in March 2023 with the sale of AFS securities reduced our regulatory capital and related capital ratios, as the unrealized loss on 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, 2023		As of December 31, 2022
Capital Ratios:
Average equity to average assets (1)	11.94	%	12.52	%
Total regulatory capital (to risk-weighted assets)	17.03	%	17.89	%
Common equity Tier 1 capital (to risk-weighted assets)	16.00	%	16.94	%
Tier 1 capital (to risk-weighted assets)	16.00	%	16.94	%
Tier 1 capital (to average assets) leverage	12.27	%	12.03	%

(1)The ratio presented as of September 30, 2023 represents quarter-to-date average equity as a percentage of quarter-to-date average total assets.

Contractual Obligations, Commitments and ~~Contingencies~~

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. ~~There~~At September 30, 2023, there were no material changes in our contractual obligations, other commitments and contingencies from those disclosed in our 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. 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, 2023, we had $5.9 billion of commitments to originate loans, comprised of $3.6 billion of commitments under commercial loans and lines of credit (including $888.6 million of unadvanced portions of construction loans), $2.1 billion of commitments under home equity loans and lines of credit, $201.9 million in standard overdraft coverage commitments, $17.1 million of unfunded commitments related to residential real estate loans and $62.9 million in other consumer loans and lines of credit. In addition, at ~~June~~September 30, ~~2020.~~

2023, we had $54.5 million in standby letters of credit outstanding. We also had $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(e)~~15d-15(c) promulgated under the ~~Securities~~ Exchange Act of ~~1934, as amended.~~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 ~~June~~September 30, ~~2020,~~2023, the end of the period covered by this Quarterly ~~Report.~~

Report on Form 10-Q.

Changes to Internal Controls over Financial Reporting

There were no changes in the Company’s internal controls over financial reporting that occurred during the quarter ended ~~June~~September 30, ~~2020~~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 ~~Company’s prospectus, filed with the Securities and Exchange Commission pursuant to Rule 424(b)(3) on August 18, 2020.~~

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 ~~other than routine legal proceedings occurring in the ordinary course of business, and we are not involved in any legal proceeding~~ 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 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 ~~“Risk~~Part I, Item 1A “Risk Factors” in our 2022 Form 10-K and the ~~Company’s prospectus, filed with~~risk factors set forth below. Except for the ~~Securities and Exchange Commission pursuant to Rule 424(b)(3) on August 18, 2020. As~~revised risk factors below, 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 2022 Form 10-K.

The market price of the ~~prospectus.~~

~~ITEM 2.~~

~~UNREGISTERED SALES OF EQUITY SECURITIES~~

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 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 Company and Cambridge. It is possible that these employees may decide not to remain with the 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 retain key employees, including management, who are critical to the successful integration and future operations of the companies, the Company and Cambridge could face disruptions in 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 activities may be adversely affected, and management’s attention may be diverted from successfully integrating the Company and Cambridge to hiring suitable replacements, all of which may cause the Company’s business to suffer. In addition, the Company and Cambridge may not be able to locate or retain suitable replacements for any key employees who leave either company.

The Company and Cambridge have incurred and expect to continue to incur significant costs related to the merger and integration.

The Company and Cambridge have incurred and expect to incur significant, non-recurring costs in connection with 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 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 costs to the Company and/or Cambridge, including any cost associated with the indemnification of directors and 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 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

None.

~~ITEM 3.~~

~~DEFAULTS UPON SENIOR SECURITIES~~

ITEM 3.DEFAULTS UPON SENIOR SECURITIES

None.

~~ITEM 4.~~

~~MINE SAFETY DISCLOSURES~~

ITEM 4.MINE SAFETY DISCLOSURES

Not applicable.

~~ITEM 5.~~

~~OTHER INFORMATION~~

ITEM 5.OTHER INFORMATION

None.

~~ITEM 6.~~

~~EXHIBITS~~

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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 ~~June~~September 30, ~~2020~~2023 (and are numbered in accordance with Item 601 of Regulation S-K):

107

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Exhibit No.		Description

2 2.1(1)		~~Plan~~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 ~~Conversion~~ September 19, 2023(incorporated by reference to Exhibit 2.1 to the ~~Registrant’s Registration Statement on~~ Form ~~S-1~~ ~~(file number~~ ~~333-239251)~~8-K filed with the Securities and Exchange Commission on ~~June 18, 2020)~~September 19, 2023)

~~3.1~~ 2.2(1)		~~Form~~Agreement and Plan of ~~Amended~~Merger by and ~~Restated Articles of Organization of~~ 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 ~~Amendment No. 1~~Exhibit 2.2 to the ~~Registrant’s Registration Statement on~~ Form ~~S-1~~ ~~(file number~~ ~~333-239251)~~8-K filed with the Securities and Exchange Commission on ~~July 24, 2020)~~September 19, 2023)

3.2*10.1†		~~Bylaws~~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.

4	~~Form of Common Stock Certificate of~~, Eastern ~~Bankshares, Inc.~~ Bank and Denis K. Sheahan (incorporated by reference to ~~Amendment No. 2~~Exhibit 99.3 to the ~~Registrant’s Registration Statement on~~ Form ~~S-1~~ ~~(file number~~ ~~333-239251)~~8-K filed with the Securities and Exchange Commission on ~~August 5, 2020)~~September 19, 2023)

~~10.1†~~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, ~~(incorporated by reference to the Registrant’s Registration Statement on Form~~ ~~S-1~~ ~~(file number~~ ~~333-239251)~~ ~~filed with the Securities and Exchange Commission on June 18, 2020)~~

~~10.2†~~	~~Executive Severance Benefits Agreement with Robert F. Rivers~~ ~~(incorporated by reference to the Registrant’s Registration Statement on Form~~ ~~S-1~~ ~~(file number~~ ~~333-239251)~~ ~~filed with the Securities and Exchange Commission on June 18, 2020)~~

~~10.3†~~	~~Executive Retention and Severance Benefits Agreement with Quincy L. Miller~~ ~~(incorporated by reference to the Registrant’s Registration Statement on Form~~ ~~S-1~~ ~~(file number~~ ~~333-239251)~~ ~~filed with the Securities and Exchange Commission on June 18, 2020)~~

~~10.4†~~	~~Change in Control Agreement with Robert F. Rivers,~~ dated June ~~15, 2020~~ ~~(incorporated by reference to the Registrant’s Registration Statement on Form~~ ~~S-1~~ ~~(file number~~ ~~333-239251)~~ ~~filed with the Securities and Exchange Commission on June 18, 2020)~~5, 2023

~~10.5†~~	~~Change in Control Agreement with Quincy L. Miller, dated June 15, 2020~~ ~~(incorporated by reference to the Registrant’s Registration Statement on Form~~ ~~S-1~~ ~~(file number~~ ~~333-239251)~~ ~~filed with the Securities and Exchange Commission on June 18, 2020)~~

~~10.6†~~	~~Form of Change in Control Agreement with other executive officers~~ ~~(incorporated by reference to the Registrant’s Registration Statement on Form~~ ~~S-1~~ ~~(file number~~ ~~333-239251)~~ ~~filed with the Securities and Exchange Commission on June 18, 2020)~~

~~10.7†~~	~~Supplemental Executive Retirement Plan~~ ~~(incorporated by reference to the Registrant’s Registration Statement on Form~~ ~~S-1~~ ~~(file number~~ ~~333-239251)~~ ~~filed with the Securities and Exchange Commission on June 18, 2020)~~

~~10.8†~~	~~Benefit Equalization Plan~~ ~~(incorporated by reference to the Registrant’s Registration Statement on Form~~ ~~S-1~~ ~~(file number~~ ~~333-239251)~~ ~~filed with the Securities and Exchange Commission on June 18, 2020)~~

10.9*	~~Outside Directors’ Retainer Continuance Plan, as amended~~

~~10.10†~~	~~409A Long Term Incentive Plan, as amended~~ ~~(incorporated by reference to the Registrant’s Registration Statement on Form~~ ~~S-1~~ ~~(file number~~ ~~333-239251)~~ ~~filed with the Securities and Exchange Commission on June 18, 2020)~~

~~10.11†~~	~~409A Deferred Compensation Plan, as amended~~ ~~(incorporated by reference to the Registrant’s Registration Statement on Form~~ ~~S-1~~ ~~(file number~~ ~~333-239251)~~ ~~filed with the Securities and Exchange Commission on June 18, 2020)~~

~~10.12†~~	~~Eastern Insurance Group LLC Supplemental Executive Retirement Plan~~ ~~(incorporated by reference to the Registrant’s Registration Statement on Form~~ ~~S-1~~ ~~(file number~~ ~~333-239251)~~ ~~filed with the Securities and Exchange Commission on June 18, 2020)~~

~~10.13†~~	~~The Eastern Bank Deferred Compensation Plan, as amended~~ ~~(incorporated by reference to the Registrant’s Registration Statement on Form~~ ~~S-1~~ ~~(file number~~ ~~333-239251)~~ ~~filed with the Securities and Exchange Commission on June 18, 2020)~~


~~10.14†~~31.1*		~~Management Incentive Plan~~ ~~(incorporated by reference to the Registrant’s Registration Statement on Form~~ ~~S-1~~ ~~(file number~~ ~~333-239251)~~ ~~filed with the Securities and Exchange Commission on June 18, 2020)~~

~~10.15†~~	~~Eastern Insurance Group LLC Management Incentive Plan~~ ~~(incorporated by reference to the Registrant’s Registration Statement on Form~~ ~~S-1~~ ~~(file number~~ ~~333-239251)~~ ~~filed with the Securities and Exchange Commission on June 18, 2020)~~

~~23.1~~	~~Consent of Nutter, McClennen & Fish, LLP~~ ~~(incorporated by reference to the Registrant’s Registration Statement on Form~~ ~~S-1~~ ~~(file number~~ ~~333-239251)~~ ~~filed with the Securities and Exchange Commission on June 18, 2020)~~

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 ~~June~~September 30, ~~2020~~2023 and December 31, ~~2019,~~2022, (ii) the Unaudited Consolidated Statements of Income for the three and ~~six~~nine months ended ~~June~~September 30, ~~2020~~2023 and ~~2019~~2022 (iii) the Unaudited Consolidated Statements of Comprehensive Income for the three and ~~six~~nine months ended ~~June~~September 30, ~~2020~~2023 and ~~2019,~~2022, (iv) the Unaudited Consolidated Statements of Changes in Equity for the three and ~~six~~nine months ended ~~June~~September 30, ~~2020~~2023 and ~~2019,~~2022, (v) the Unaudited Consolidated Statements of Cash Flows for the ~~six~~nine months ended ~~June~~September 30, ~~2020~~2023 and ~~2019,~~2022, and (vi) the Notes to the Unaudited Consolidated Financial Statements.

†

~~Management contract or compensation plan or arrangement~~

*104

~~Filed herewith~~

~~Furnished herewith~~

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.

108

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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 3, 2023

/s/ Robert F. Rivers

By:

Robert F. Rivers

~~Date: September 24, 2020~~

~~/s/ Robert F. Rivers~~

~~By:~~

~~Robert F. Rivers~~

Chief Executive Officer and Chair of the Board

~~(Principal Executive Officer)~~

(Principal Executive Officer)

~~Date: September 24, 2020~~

Date: November 3, 2023

~~/s/~~/s/ James B. Fitzgerald

By:

~~By:~~

James B. Fitzgerald

Chief Financial Officer and Chief Administrative Officer

(Principal Financial Officer)

109


	~~Page~~
		Page
Part I Financial Information

Item 1.I. Unaudited Consolidated Financial Statements

Unaudited Consolidated Balance Sheets as of ~~June~~September 30, ~~2020~~2023 and December 31, ~~2019~~2022			2	4
Unaudited Consolidated Statements of Income for the three and ~~six~~nine months ended ~~June~~September 30, ~~2020~~2023 and ~~2019~~2022			4	6
Unaudited Consolidated Statements of Comprehensive Income for the three and ~~six~~nine months ended ~~June~~Septemb er 30, ~~2020~~2023 and ~~2019~~2022			6	7
Unaudited Consolidated Statements of Changes in Shareholders’ Equity for the three and ~~six~~nine months ended ~~June~~September 30, ~~2020~~2023 and ~~2019~~2022			7	8
Unaudited Consolidated Statements of Cash Flows for the ~~six~~nine months ended ~~June~~September 30, ~~2020~~2023 and ~~2019~~2022			8	10
Notes to the Unaudited Consolidated Financial Statements			10	12


	As of June 30,			As of December 31,
	2020			2019
	(In Thousands)
ASSETS
Cash and due from banks	$	67,264		$	135,503
Short-term investments		1,365,297			227,099

Cash and cash equivalents		1,432,561			362,602

Securities:
Trading		—			961
Available for sale		1,600,354			1,508,236

Total securities		1,600,354			1,509,197

Loans held for sale		2,972			26
Loans:
Commercial and industrial		2,271,700			1,642,184
Commercial real estate		3,584,358			3,535,441
Commercial construction		282,246			273,774
Business banking		1,234,961			771,498
Residential real estate		1,400,855			1,428,630
Consumer home equity		905,484			933,088
Other consumer		334,734			402,431

Total Loans		10,014,338			8,987,046
Less: allowance for loan losses		(116,636	)		(82,297	)
Less: unamortized premiums, net of unearned discounts and deferred fees		(34,722	)		(5,565	)

Net Loans		9,862,980			8,899,184

Federal Home Loan Bank stock, at cost		8,805			9,027
Premises and equipment		52,475			57,453
Bank-owned life insurance		77,528			77,546
Goodwill and other intangibles, net		376,331			377,734
Deferred income taxes, net		7,663			28,207
Prepaid expenses		92,517			61,336
Other assets		482,337			246,463

Total Assets	$	13,996,523		$	11,628,775


	Three months ended June 30,						Six months ended June 30,
	2020			2019			2020			2019
	(In Thousands)
Interest and dividend income:
Interest and fees on loans	$	92,143		$	102,216		$	187,681		$	202,772
Taxable interest and dividends on available for sale securities		7,600			7,901			15,778			15,953
Non-taxable interest and dividends on available for sale securities		1,905			2,049			3,826			4,403
Interest on federal funds sold and other short-term investments		284			612			801			965
Interest and dividends on trading securities		1			60			6			228

Total interest and dividend income		101,933			112,838			208,092			224,321

Interest expense:
Interest on deposits		3,104			7,313			8,518			13,832
Interest on borrowings		74			2,002			673			4,294

Total interest expense		3,178			9,315			9,191			18,126

Net interest income		98,755			103,523			198,901			206,195
Provision for allowance for credit losses		8,600			1,500			37,200			4,500

Net interest income after provision for credit losses		90,155			102,023			161,701			201,695

Noninterest income:
Insurance commissions		22,697			24,135			50,174			48,897
Service charges on deposit accounts		4,364			6,771			10,462			13,175
Trust and investment advisory fees		5,194			4,980			10,289			9,608
Debit card processing fees		2,337			2,638			4,807			5,048
Interest rate swap income (losses)		771			(810	)		(5,238	)		(470	)
Income from investments held in rabbi trusts		7,745			1,822			1,002			5,969
(Losses) gains on trading securities, net		(1	)		152			(3	)		1,294
Gains on sales of mortgage loans held for sale, net		1,420			159			1,513			209
Gains on sales of securities available for sale, net		163			1,966			285			2,016
Other		2,967			3,819			7,735			7,686

Total noninterest income		47,657			45,632			81,026			93,432

Noninterest expense:
Salaries and employee benefits		63,335			62,364			124,924			129,670
Office occupancy and equipment		8,615			8,383			17,304			17,182
Data processing		12,180			10,912			22,184			21,588


	Retained Earnings			Accumulated Other Comprehensive Income			Total
	(In Thousands)
Balance at December 31, 2019	$	1,644,000		$	(43,847	)	$	1,600,153
Cumulative effect accounting adjustment ⁽¹⁾		(1,131	)					(1,131	)
Net income		8,445			—			8,445
Other comprehensive income, net of tax		—			55,267			55,267

Balance at March 31, 2020	$	1,651,314		$	11,420		$	1,662,734

Net income		29,850			—			29,850
Other comprehensive income, net of tax		—			1,046			1,046

Balance at June 30, 2020	$	1,681,164		$	12,466		$	1,693,630


Balance at December 31, 2018	$	1,508,902		$	(75,761	)	$	1,433,141
Net income		32,965			—			32,965
Other comprehensive income, net of tax		—			28,992			28,992

Balance at March 31, 2019	$	1,541,867		$	(46,769	)	$	1,495,098

Net income		35,053			—			35,053
Other comprehensive income, net of tax		—			21,509			21,509

Balance at June 30, 2019	$	1,576,920		$	(25,260	)	$	1,551,660


Contingent consideration paid		(158	)		(447	)
Payment of initial public offering costs		(4,153	)		—

Net cash provided by financing activities		2,084,822			26,450

Net increase in cash, cash equivalents, and restricted cash		1,069,959			31,901
Cash, cash equivalents, and restricted cash at beginning of period		362,602			259,708

Cash, cash equivalents, and restricted cash at end of period	$	1,432,561		$	291,609


Supplemental disclosure of cash flow information
Cash paid during the period for:
Interest paid	$	10,533		$	17,697
Income taxes		14,976			20,335
Non-cash activities
Net increase in capital commitments relating to low income housing tax credit projects	$	13,214		$	—
Initial recognition of operating lease right-of-use assets upon adoption of Accounting Standards Update 2016-02		92,948			—
Initial recognition of operating lease liabilities upon adoption of Accounting Standards Update 2016-02		96,426			—


	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


	As of and for the six months ended June 30, 2020
	Amortized Cost		Unrealized Gains		Unrealized Losses			Fair Value
	(In Thousands)
Debt securities:
Government-sponsored residential mortgage-backed securities	$	1,207,274	$	44,750	$	(225	)	$	1,251,799
U.S. Treasury securities		60,189		747		—			60,936
State and municipal bonds and obligations		264,615		16,725		—			281,340
Qualified zone academy bond		6,209		70		—			6,279

	$	1,538,287	$	62,292	$	(225	)	$	1,600,354


	As of June 30, 2020
	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		Fair Value		Amortized			Fair Value		Amortized		Fair Value		Amortized		Fair Value		Amortized		Fair Value
	(In Thousands)
Available for sale securities:
Government-sponsored residential mortgage-backed securities	$	—	$	—	$	24,413	��	$	25,733	$	150,726	$	157,290	$	1,032,135	$	1,068,776	$	1,207,274	$	1,251,799
U.S. Treasury securities		50,070		50,778		10,119			10,158		—		—		—		—		60,189		60,936
State and municipal bonds and obligations		407		411		18,205			18,966		73,890		77,868		172,113		184,095		264,615		281,340
Qualified zone academy bond		6,209		6,279		—			—		—		—		—		—		6,209		6,279

Total available for sale securities	$	56,686	$	57,468	$	52,737		$	54,857	$	224,616	$	235,158	$	1,204,248	$	1,252,871	$	1,538,287	$	1,600,354


	As of December 31, 2019
	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		Fair Value		Amortized			Fair Value		Amortized		Fair Value		Amortized		Fair Value		Amortized		Fair Value
	(In Thousands)
Available for sale securities:
Government-sponsored residential mortgage-backed securities	$	—	$	—	$	8,139		$	8,464	$	199,428	$	203,706	$	943,738	$	955,798	$	1,151,305	$	1,167,968
U.S. Treasury securities		40		40		50,115			50,380		—		—		—		—		50,155		50,420
State and municipal bonds and obligations		381		381		8,889			9,109		77,227		79,504		186,085		194,544		272,582		283,538
Qualified zone academy bond		6,155		6,310		—			—		—		—		—		—		6,155		6,310

Total available for sale securities	$	6,576	$	6,731	$	67,143		$	67,953	$	276,655	$	283,210	$	1,129,823	$	1,150,342	$	1,480,197	$	1,508,236


	At June 30,			At December 31,
	2020			2019
	(In thousands)
Commercial and industrial	$	2,271,700		$	1,642,184
Commercial real estate		3,584,358			3,535,441
Commercial construction		282,246			273,774
Business banking		1,234,961			771,498
Residential real estate		1,400,855			1,428,630
Consumer home equity		905,484			933,088
Other consumer		334,734			402,431

Gross loans before unamortized premiums, unearned discounts and deferred fees		10,014,338			8,987,046

Allowance for credit losses		(116,636	)		(82,297	)
Unamortized premiums, net of unearned discounts and deferred fees		(34,722	)		(5,565	)

Loans after the allowance for credit losses, unamortized premiums, unearned discounts and deferred fees	$	9,862,980		$	8,899,184


	For the Three Months Ended June 30,						For the Six Months Ended June 30,
	2020			2019			2020			2019
	(In thousands)
Balance at the beginning of period	$	109,138		$	82,493		$	82,297		$	80,655
Loans charged off		(1,264	)		(2,563	)		(3,607	)		(4,487	)
Recoveries		162			1,232			746			1,994
Provision charged to expense		8,600			1,500			37,200			4,500

Balance at end of period	$	116,636		$	82,662		$	116,636		$	82,662


	For the Three Months Ended June 30, 2020
	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	$	30,531		$	49,227		$	4,712	$	10,181		$	6,228		$	3,913		$	4,019		$	327		$	109,138
Charge-offs		(27	)		(24	)		—		(1,198	)		—			—			(15	)		—			(1,264	)
Recoveries		58			5			—		27			13			8			51			—			162
Provision (benefit)		2,667			5,020			104		795			328			(46	)		(293	)		25			8,600

Ending balance	$	33,229		$	54,228		$	4,816	$	9,805		$	6,569		$	3,875		$	3,762		$	352		$	116,636


	For the Three Months Ended June 30, 2019
	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	$	20,844		$	33,170		$	4,225	$	8,175		$	7,169		$	4,105		$	4,390		$	415		$	82,493
Charge-offs		(272	)		(169	)		—		(1,371	)		(46	)		(124	)		(581	)		—			(2,563	)
Recoveries		908			2			—		193			12			20			97			—			1,232
Provision (benefit)		(651	)		583			537		1,057			(335	)		96			418			(205	)		1,500

Ending balance	$	20,829		$	33,586		$	4,762	$	8,054		$	6,800		$	4,097		$	4,324		$	210		$	82,662


	For the Six Months Ended June, 2020
	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	$	20,919		$	34,730		$	3,424	$	8,260		$	6,380	$	4,027		$	4,173		$	384		$	82,297
Charge-offs		(27	)		(24	)		—		(2,535	)		—		(473	)		(548	)		—			(3,607	)
Recoveries		380			6			—		154			73		22			111			—			746
Provision (benefit)		11,957			19,516			1,392		3,926			116		299			26			(32	)		37,200

Ending balance	$	33,229		$	54,228		$	4,816	$	9,805		$	6,569	$	3,875		$	3,762		$	352		$	116,636

Ending balance: individually evaluated for impairment	$	3,028		$	230		$	22	$	578		$	1,639	$	277		$	—		$	—		$	5,774

Ending balance: acquired with deteriorated credit quality	$	1,732		$	1,066		$	—	$	—		$	293	$	—		$	—		$	—		$	3,091

Ending balance: collectively evaluated for impairment	$	28,469		$	52,932		$	4,794	$	9,227		$	4,637	$	3,598		$	3,762		$	352		$	107,771

Loans ending balance:
Individually evaluated for impairment	$	18,864		$	4,920		$	280	$	20,301		$	28,301	$	5,947		$	22		$	—		$	78,635
Acquired with deteriorated credit quality		3,572			5,413			—		—			3,426		—			—			—			12,411
Collectively evaluated for impairment		2,249,264			3,574,025			281,966		1,214,660			1,369,128		899,537			334,712			—			9,923,292

Total loans by group	$	2,271,700		$	3,584,358		$	282,246	$	1,234,961		$	1,400,855	$	905,484		$	334,734		$	—		$	10,014,338


	For the Six Months Ended June 30, 2019
	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	$	19,321		$	32,400		$	4,606	$	8,167		$	7,059		$	4,113		$	4,600		$	389		$	80,655
Charge-offs		(272	)		(169	)		—		(2,810	)		(63	)		(124	)		(1,049	)		—			(4,487	)
Recoveries		1,368			4			—		320			71			28			203			—			1,994
Provision (benefit)		412			1,351			156		2,377			(267	)		80			570			(179	)		4,500

Ending balance	$	20,829		$	33,586			4,762	$	8,054		$	6,800		$	4,097		$	4,324		$	210		$	82,662

Ending balance: individually evaluated for impairment	$	1,918		$	40		$	—	$	198		$	1,663		$	296		$	—		$	—		$	4,115

Ending balance: acquired with deteriorated credit quality	$	227		$	85		$	—	$	—		$	213		$	—		$	—		$	—		$	525

Ending balance: collectively evaluated for impairment	$	18,684		$	33,461		$	4,762	$	7,856		$	4,924		$	3,801		$	4,324		$	210		$	78,022

Loans ending balance:
Individually evaluated for impairment	$	21,098		$	10,421		$	—	$	9,043		$	27,287		$	4,642		$	—		$	—		$	72,491
Acquired with deteriorated credit quality		4,109			7,591			—		—			3,405			—			—			—			15,105
Collectively evaluated for impairment		1,726,510			3,331,951			310,860		736,417			1,414,741			950,713			470,858			—			8,942,050

Total loans by group	$	1,751,717		$	3,349,963		$	310,860	$	745,460		$	1,445,433		$	955,355		$	470,858		$	—		$	9,029,646


			As of June 30, 2020
Category	Risk Rating		Commercial and Industrial		Commercial Real Estate		Commercial Construction		Business Banking		Total
	(In thousands)
Unrated		0	$	753,943	$	42,919	$	332	$	900,296	$	1,697,490
Pass		1-6W		1,269,284		3,211,054		248,400		291,751		5,020,489
Special mention		7		180,485		297,016		29,671		32,406		539,578
Substandard		8		51,338		30,654		3,843		10,508		96,343
Doubtful		9		16,650		2,715		—		—		19,365
Loss		10		—		—		—		—		—

Total			$	2,271,700	$	3,584,358	$	282,246	$	1,234,961	$	7,373,265


			As of December 31, 2019
Category	Risk Rating		Commercial and Industrial		Commercial Real Estate		Commercial Construction		Business Banking		Total
	(In thousands)
Unrated		0	$	150,226	$	48,266	$	331	$	445,201	$	644,024
Pass		1-6W		1,405,902		3,436,267		260,615		315,194		5,417,978
Special mention		7		24,171		28,606		9,438		2,006		64,221
Substandard		8		42,894		21,635		3,390		8,207		76,126
Doubtful		9		18,991		667		—		890		20,548
Loss		10		—		—		—		—		—

Total			$	1,642,184	$	3,535,441	$	273,774	$	771,498	$	6,222,897


	As of June 30,		As of December 31,
	2020		2019
	(In Thousands)
Commercial and industrial	$	13,435	$	21,471
Commercial real estate		1,399		4,120
Commercial construction		281		—
Business banking		16,158		8,502
Residential real estate		11,693		5,598
Consumer home equity		6,403		2,137
Other consumer		2,971		623

Total non-accrual loans	$	52,340	$	42,451


	As of June 30, 2020
	TDRs on Accrual Status				TDRs on Nonaccrual Status				Total TDRs
			Balance of		Number of		Balance of		Number of		Balance of
	Number of Loans		Loans		Loans		Loans		Loans		Loans
	(Dollars in thousands)
Commercial and industrial		2	$	5,429		10	$	11,259		12	$	16,688
Commercial real estate		1		3,521		2		707		3		4,228
Business banking		5		4,143		2		224		7		4,367
Residential real estate		149		23,714		28		4,172		177		27,886
Consumer home equity		86		3,862		12		2,085		98		5,947
Other consumer		1		22		—		—		1		22

Total		244	$	40,691		54	$	18,447		298	$	59,138


	As of December 31, 2019
	TDRs on Accrual Status				TDRs on Nonaccrual Status				Total TDRs
			Balance of		Number of		Balance of		Number of		Balance of
	Number of Loans		Loans		Loans		Loans		Loans		Loans
	(Dollars in thousands)
Commercial and industrial		4	$	10,899		14	$	19,781		18	$	30,680
Commercial real estate		1		3,520		3		3,338		4		6,858
Business banking		2		3,156		1		204		3		3,360
Residential real estate		152		25,093		27		3,977		179		29,070
Consumer home equity		89		5,955		5		600		94		6,555

Total		248	$	48,623		50	$	27,900		298	$	76,523


	For the Three Months Ended June 30, 2020						For the Six Months Ended June 30, 2020
	Number of Contracts		Pre- Modification Outstanding Recorded Investment		Post- Modification Modification Outstanding Recorded Investment (1)		Number of Contracts		Pre-Modification Modification Outstanding Recorded Investment		Post- Modification Modification Outstanding Recorded Investment (1)
	(Dollars in thousands)
Commercial and industrial		1	$	141	$	141		1	$	141	$	141
Commercial real estate		1		506		506		1		506		506
Business banking		4		1,165		1,165		4		1,165		1,165
Residential real estate		2		155		155		3		399		399
Consumer home equity		4		113		113		12		527		531
Other consumer		—		—		—		1		24		24

Total		12	$	2,080	$	2,080		22	$	2,762	$	2,766


	For the Three Months Ended June 30, 2019						For the Six Months Ended June 30, 2019
	Number of Contracts		Pre- Modification Outstanding Recorded Investment		Post- Modification Modification Outstanding Recorded Investment (1)		Number of Contracts		Pre-Modification Modification Outstanding Recorded Investment		Post- Modification Modification Outstanding Recorded Investment (1)
	(Dollars in thousands)
Commercial and industrial		5	$	7,141	$	7,441		7	$	7,462	$	7,762
Commercial real estate		2		3,277		3,277		2		3,277		3,277
Residential real estate		3		433		445		3		433		445
Consumer home equity		3		154		156		3		154		156

Total		13	$	11,005	$	11,319		15	$	11,326	$	11,640


	For the Three Months Ended June 30,				For the Six Months Ended June 30,
	2020		2019		2020		2019
	(In Thousands)
Adjusted interest rate and extended maturity	$	—	$	668	$	—	$	668
Adjusted interest rate and principal deferred		—		39		—		39
Interest only/principal deferred		1,305		40		1,305		40
Extended maturity		35		—		35		—
Extended maturity and interest only/principal deferred		381		—		427		—
Additional underwriting - increased exposure		—		10,572		—		10,572
Court-ordered concession		359		—		999		321

Total	$	2,080	$	11,319	$	2,766	$	11,640


	As of June 30, 2020						As of December 31, 2019
	Recorded Investment		Unpaid Principal Balance		Related Allowance		Recorded Investment		Unpaid Principal Balance		Related Allowance
	(In thousands)
With no related allowance recorded:
Commercial and industrial	$	13,052	$	14,152	$	—	$	22,074	$	22,819	$	—
Commercial real estate		4,419		4,635		—		7,553		7,808		—
Business banking		3,076		4,369		—		2,738		4,062		—
Residential real estate		12,502		14,205		—		16,517		17,858		—
Consumer home equity		3,279		3,697		—		3,666		3,697		—
Other Consumer		22		22		—		—		—		—

Sub-total		36,350		41,080		—		52,548		56,244		—

With an allowance recorded:
Commercial and industrial		5,812		6,041		3,028		10,296		10,503		2,337
Commercial real estate		501		506		230		88		90		40
Commercial construction		280		280		22		—		—		—
Business banking		17,225		21,418		578		8,920		13,176		571
Residential real estate		15,799		15,799		1,639		13,015		14,072		1,399
Consumer home equity		2,688		2,688		277		2,889		2,913		322

Sub-total		42,285		46,712		5,774		35,208		40,754		4,669

Total	$	78,635	$	87,792	$	5,774	$	87,756	$	96,998	$	4,669


	For the Three Months Ended				For the Six Months Ended
	June 30, 2020				June 30, 2020
	Average Recorded Investment		Total Interest Recognized		Average Recorded Investment		Total Interest Recognized
	(In Thousands)
With no related allowance recorded:
Commercial and industrial	$	12,304	$	49	$	16,592	$	119
Commercial real estate		4,401		44		5,946		89
Business banking		2,392		17		2,339		36
Residential real estate		11,678		125		11,728		252
Consumer home equity		3,315		16		3,155		37
Other Consumer		22		—		23		1

Sub-total		34,112		251		39,783		534

With an allowance recorded:
Commercial and industrial		6,545		—		9,138		—
Commercial real estate		510		—		429		—
Commercial construction		93		—		47		—
Business banking		12,955		15		10,869		30
Residential real estate		14,664		169		14,707		343
Consumer home equity		2,706		22		3,087		51

Sub-total		37,473		206		38,277		424

Total	$	71,585	$	457	$	78,060	$	958


	For the Three Months Ended				For the Six Months Ended
	June 30, 2019				June 30, 2019
	Average Recorded Investment		Total Interest Recognized		Average Recorded Investment		Total Interest Recognized
	(In Thousands)
With no related allowance recorded:
Commercial and industrial	$	12,022	$	108	$	11,343	$	177
Commercial real estate		11,443		74		11,176		148
Business banking		1,465		—		1,332		—
Residential real estate		11,935		131		11,978		259
Consumer home equity		1,989		26		2,034		51

Sub-total		38,854		339		37,863		635

With an allowance recorded:
Commercial and industrial	$	4,386	$	—	$	3,629	$	—
Commercial real estate		1,179		—		634		—
Business banking		7,314		—		6,937		—
Residential real estate		12,606		153		12,625		302
Consumer home equity		2,320		30		2,373		59

Sub-total		27,805		183		26,198		361

Total	$	66,659	$	522	$	64,061	$	996


	June 30,		December 31,
	2020		2019
	(In Thousands)
Outstanding balance	$	13,572	$	15,149
Carrying amount		12,411		13,451


	As of June 30, 2020
	(in thousands)
Right-of-use assets	$	87,573
Lease liabilities	$	91,221


	Three months ended June 30, 2020		Six months ended June 30, 2020
	(in thousands)		(in thousands)
Operating lease cost	$	3,601	$	7,215
Finance lease cost		17		20
Variable lease cost		448		970

Total lease cost	$	4,066	$	8,205


	(in thousands)
Remainder of 2020	$	7,098
2021		13,746
2022		12,746
2023		12,206
2024		11,402
Thereafter		45,534

Total minimum lease payments	$	102,732
Less: amount representing interest		11,511

Present value of future minimum lease payments	$	91,221


	Six Months Ended June 30, 2020		Year Ended December 31, 2019
	(In Thousands)
Current recorded investment included in other assets	$	46,552	$	37,665
Commitments to fund qualified affordable housing projects included in recorded investment noted above		23,821		18,042
Tax credits and benefits ⁽¹⁾		3,058		5,962
Amortization of investments included in current tax expense ⁽²⁾		2,452		4,782


	Asset Derivatives						Liability Derivatives
	Balance Sheet Location		Fair Value at June 30, 2020		Fair Value at December 31, 2019		Balance Sheet Location		Fair Value at June 30, 2020		Fair Value at December 31, 2019
	(In Thousands)
Derivatives designated as hedging instruments
Interest rate swaps		Other assets	$	—	$	—		Other liabilities	$	38	$	321

Derivatives not designated as hedging instruments
Customer-related positions:
Interest rate swaps		Other assets	$	171,433	$	64,463		Other liabilities	$	51,319	$	18,057
Risk participation agreements		Other assets		995		482		Other liabilities		1,500		606
Foreign currency exchange contracts - matched customer book		Other assets		151		469		Other liabilities		40		428
Foreign currency exchange contracts - foreign currency loan		Other assets		—		—		Other liabilities		173		203

			$	172,579	$	65,414			$	53,032	$	19,294

Total			$	172,579	$	65,414			$	53,070	$	19,615


	Asset Derivatives					Liability Derivatives
	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)
Derivatives designated as hedging instruments
Interest rate swaps	Other assets	$	15	$	16	Other liabilities	$	367	$	2,417
Derivatives not designated as hedging instruments
Customer-related positions:
Interest rate swaps	Other assets	$	25,236	$	23,567	Other liabilities	$	92,409	$	78,577
Risk participation agreements	Other assets	47		78		Other liabilities	45		130
Foreign currency exchange contracts - matched customer book	Other assets	785		198		Other liabilities	763		205
Foreign currency exchange contracts - foreign currency loan	Other assets	261		2		Other liabilities	1		93
		$	26,329	$	23,845		$	93,218	$	79,005
Total		$	26,344	$	23,861		$	93,585	$	81,422


	Three Months Ended June 30,						Six Months Ended June 30,
	2020			2019			2020			2019

Derivatives designated as hedges:
Gain in OCI on derivatives	$	3,455		$	16,054		$	47,011		$	21,914

Gain reclassified from OCI into interest income (effective portion)		7,134			231			10,246			524

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:
(Loss) recognized in interest rate swap income	$	(687	)	$	(2,129	)	$	(6,967	)	$	(3,356	)
(Loss) recognized in interest rate swap income for risk participation agreements		(80	)		(157	)		(381	)		(98	)
Gain (loss) recognized in other income for foreign currency exchange contracts:
Matched commercial customer book		96			(41	)		69			(40	)
Foreign currency loan		(367	)		(32	)		30			(24	)

Total (loss) for derivatives not designated as hedges	$	(1,039	)	$	(2,359	)	$	(7,249	)	$	(3,518	)