Eastern Bankshares (EBC) 10-Q 2021 Q3 Quarterly report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_____________________________________________

FORM 10-Q

_____________________________________________

(Mark one)

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

For the quarterly period ended September 30, 2021

Or

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

Commission File Number 001-39610

___________________________

Eastern Bankshares, Inc.

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

___________________________

Massachusetts	84-4199750
(State or Other Jurisdiction of Incorporation or Organization)	(I.R.S. Employer Identification Number)
265 Franklin Street, Boston, Massachusetts	02110
(Address of principal executive offices)	(Zip Code)

(800) 327-8376

(Registrant’s telephone number, including area code)

__________________________________________

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol	Name of exchange on which registered
Common Stock	EBC	Nasdaq Global Select Market

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months and (2) has been subject to such filing requirements for the past 90 days.    ☐  Yes    ☒  No

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

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

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☐
(Do not check if a smaller reporting company)		Emerging Growth Company	☒

If an emerging growth company, indicate by check mark if the Registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐  Yes    ☒  No

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

186,758,154 shares of the Registrant’s common stock, par value $0.01 per share, were issued and outstanding as of November 9, 2021.

Index

		PAGE
PART I.	FINANCIAL INFORMATION
Item 1.	Financial Statements
	Unaudited Consolidated Balance Sheets	4
	Unaudited Consolidated Statements of Income	5
	Unaudited Consolidated Statements of Comprehensive Income	6
	Unaudited Consolidated Statements of Changes in Shareholders’ Equity	7
	Unaudited Consolidated Statements of Cash Flows	9
	Notes to Unaudited Consolidated Financial Statements	11
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	55
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	95
Item 4.	Controls and Procedures	95
PART II.	OTHER INFORMATION
Item 1.	Legal Proceedings	95
Item 1A.	Risk Factors	95
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	95
Item 3.	Defaults Upon Senior Securities	95
Item 4.	Mine Safety Disclosures	95
Item 5.	Other Information	96
Item 6.	Exhibits	97
EXHIBIT INDEX		97
SIGNATURES		98

2

	Page
Part I Financial Information
Item I. Unaudited Consolidated Financial Statements
Unaudited Consolidated Balance Sheets as of September 30, 2021 and December 31, 2020	4
Unaudited Consolidated Statements of Income for the three and nine months ended September 30, 2021 and 2020	5
Unaudited Consolidated Statements of Comprehensive Income for the three and nine months ended September 30, 2021 and 2020	6
Unaudited Consolidated Statements of Changes in Shareholders’ Equity for the three and nine months ended September 30, 2021 and 2020	7
Unaudited Consolidated Statements of Cash Flows for the nine months ended September 30, 2021 and 2020	9
Notes to the Unaudited Consolidated Financial Statements	11

3

PART I — FINANCIAL INFORMATION

Item 1. Unaudited Consolidated Financial Statements

EASTERN BANKSHARES, INC.

UNAUDITED CONSOLIDATED BALANCE SHEETS

	September 30, 2021		December 31, 2020
	(In thousands, except share data)
ASSETS
Cash and due from banks	$	78,805	$	116,591
Short-term investments	1,172,956		1,937,479
Cash and cash equivalents	1,251,761		2,054,070
Available for sale securities	5,689,312		3,183,861
Loans held for sale	1,757		1,140
Loans:
Commercial and industrial	1,652,447		1,995,016
Commercial real estate	3,825,186		3,573,630
Commercial construction	243,146		305,708
Business banking	1,225,538		1,339,164
Residential real estate	1,491,269		1,370,957
Consumer home equity	848,570		868,270
Other consumer	218,406		277,780
Total loans	9,504,562		9,730,525
Less: allowance for loan losses	(103,398)		(113,031)
Less: unamortized premiums, net of unearned discounts and deferred fees	(23,104)		(23,536)
Net loans	9,378,060		9,593,958
Federal Home Loan Bank stock, at cost	10,601		8,805
Premises and equipment	44,048		49,398
Bank-owned life insurance	79,259		78,561
Goodwill and other intangibles, net	379,772		376,534
Deferred income taxes, net	34,135		13,229
Prepaid expenses	148,180		148,680
Other assets	444,338		455,954
Total assets	$	17,461,223	$	15,964,190
LIABILITIES AND EQUITY
Deposits:
Demand	$	5,484,126	$	4,910,794
Interest checking accounts	2,693,276		2,380,497
Savings accounts	1,444,928		1,256,736
Money market investment	3,802,319		3,348,898
Certificates of deposit	225,315		258,859
Total deposits	13,649,964		12,155,784
Borrowed funds:
Federal Home Loan Bank advances	14,172		14,624
Escrow deposits of borrowers	15,900		13,425
Total borrowed funds	30,072		28,049
Other liabilities	351,895		352,305
Total liabilities	14,031,931		12,536,138
Commitments and contingencies (see footnote 10)	0		0
Shareholders’ equity
Common shares, $0.01 par value, 1,000,000,000 shares authorized, 186,758,154 shares issued and outstanding at both September 30, 2021 and December 31, 2020	1,868		1,868
Additional paid in capital	1,857,165		1,854,068
Unallocated common shares held by the Employee Stock Ownership Plan	(143,966)		(147,725)
Retained earnings	1,747,300		1,665,607
Accumulated other comprehensive income, net of tax	(33,075)		54,234
Total shareholders’ equity	3,429,292		3,428,052
Total liabilities and shareholders’ equity	$	17,461,223	$	15,964,190

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

4

EASTERN BANKSHARES, INC.

UNAUDITED CONSOLIDATED STATEMENTS OF INCOME

	Three Months Ended September 30,				Nine Months Ended September 30,
	2021		2020		2021		2020
	(In thousands, except per share data)
Interest and dividend income:
Interest and fees on loans	$	86,735	$	90,704	$	266,310	$	278,385
Taxable interest and dividends on available for sale securities	14,314		7,554		36,977		23,332
Non-taxable interest and dividends on available for sale securities	1,848		1,883		5,561		5,709
Interest on federal funds sold and other short-term investments	571		372		1,434		1,173
Interest and dividends on trading securities	—		—		—		6
Total interest and dividend income	103,468		100,513		310,282		308,605
Interest expense:
Interest on deposits	736		1,727		2,769		10,245
Interest on borrowings	41		44		123		717
Total interest expense	777		1,771		2,892		10,962
Net interest income	102,691		98,742		307,390		297,643
(Release of) provision for allowance for loan losses	(1,488)		700		(5,368)		37,900
Net interest income after provision for loan losses	104,179		98,042		312,758		259,743
Noninterest income:
Insurance commissions	21,956		21,884		73,767		72,058
Service charges on deposit accounts	5,935		5,052		17,010		15,514
Trust and investment advisory fees	6,310		5,311		18,047		15,600
Debit card processing fees	3,030		2,721		8,949		7,528
Interest rate swap income (losses)	881		1,319		5,122		(3,919)
(Losses) income from investments held in rabbi trusts	(289)		3,800		5,773		4,802
Losses on trading securities, net	—		—		—		(3)
Gains on sales of mortgage loans held for sale, net	717		2,219		3,044		3,732
Gains on sales of securities available for sale, net	1		—		1,166		285
Other	4,668		5,403		11,276		13,138
Total noninterest income	43,209		47,709		144,154		128,735
Noninterest expense:
Salaries and employee benefits	66,238		66,593		199,554		191,517
Office occupancy and equipment	7,960		8,294		24,271		25,598
Data processing	12,191		11,721		37,892		33,905
Professional services	4,024		5,510		14,611		13,595
Charitable contributions	—		—		—		3,984
Marketing	1,598		1,943		6,786		6,056
Loan expenses	1,586		1,554		5,287		4,702
FDIC insurance	1,056		938		2,989		2,788
Amortization of intangible assets	629		699		1,786		2,102
Other	3,688		12,565		7,178		21,507
Total noninterest expense	98,970		109,817		300,354		305,754
Income before income tax expense	48,418		35,934		156,558		82,724
Income tax expense	11,312		7,429		36,980		15,924
Net income	$	37,106	$	28,505	$	119,578	$	66,800
Basic earnings per share	$	0.22	$	—	$	0.69	$	—
Diluted earnings per share	$	0.22	$	—	$	0.69	$	—

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

5

EASTERN BANKSHARES, INC.

UNAUDITED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

	Three Months Ended September 30,				Nine Months Ended September 30,
	2021		2020		2021		2020
	(In thousands)
Net income	$	37,106	$	28,505	$	119,578	$	66,800
Other comprehensive income (loss), net of tax:
Net change in fair value of securities available for sale	(21,610)		(4,321)		(71,086)		22,158
Net change in fair value of cash flow hedges	(5,644)		(6,144)		(17,501)		20,286
Net change in other comprehensive income for defined benefit postretirement plans	426		1,702		1,278		5,106
Total other comprehensive (loss) income	(26,828)		(8,763)		(87,309)		47,550
Total comprehensive income	$	10,278	$	19,742	$	32,269	$	114,350

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

6

EASTERN BANKSHARES, INC.

UNAUDITED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

Three Months Ended September 30, 2021 and 2020

	Shares of Common Stock Outstanding	Common Stock		Additional Paid in Capital		Retained Earnings		Accumulated Other Comprehensive Income (Loss)		Unallocated Common Stock Held by ESOP		Total
	(In thousands, except share data)
Balance at June 30, 2020	—	$	—	$	—	$	1,681,164	$	12,466	$	—	$	1,693,630
Net income	—	—		—		28,505		—		—		28,505
Other comprehensive income, net of tax	—	—		—		—		(8,763)		—		(8,763)
Balance at September 30, 2020	—	$	—	$	—	$	1,709,669	$	3,703	$	—	$	1,713,372
Balance at June 30, 2021	186,758,154	$	1,868	$	1,856,241	$	1,723,979	$	(6,247)	$	(145,219)	$	3,430,622
Dividends to common shareholders (1)	—	—		—		(13,785)		—		—		(13,785)
Net income	—	—		—		37,106		—		—		37,106
Other comprehensive income, net of tax	—	—		—		—		(26,828)		—		(26,828)
ESOP shares committed to be released	—	—		924		—		—		1,253		2,177
Balance at September 30, 2021	186,758,154	$	1,868	$	1,857,165	$	1,747,300	$	(33,075)	$	(143,966)	$	3,429,292

(1)The Company declared and paid a quarterly cash dividend of $0.08 per share of common stock during the three months ended September 30, 2021.

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

7

EASTERN BANKSHARES, INC.

UNAUDITED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

Nine Months Ended September 30, 2021 and 2020

	Shares of Common Stock Outstanding	Common Stock		Additional Paid in Capital		Retained Earnings		Accumulated Other Comprehensive Income (Loss)		Unallocated Common Stock Held by ESOP		Total
	(In thousands, except share data)
Balance at December 31, 2019	—	$	—	$	—	$	1,644,000	$	(43,847)	$	—	$	1,600,153
Cumulative effect accounting adjustment (1)	—	—		—		(1,131)		—		—		(1,131)
Net income	—	—		—		66,800		—		—		66,800
Other comprehensive income, net of tax	—	—		—		—		47,550		—		47,550
Balance at September 30, 2020	—	$	—	$	—	$	1,709,669	$	3,703	$	—	$	1,713,372
Balance at December 31, 2020	186,758,154	$	1,868	$	1,854,068	$	1,665,607	$	54,234	$	(147,725)	$	3,428,052
Dividends to common shareholders (2)	—	—		—		(37,885)		—		—		(37,885)
Net income	—	—		—		119,578		—		—		119,578
Other comprehensive loss, net of tax	—	—		—		—		(87,309)		—		(87,309)
ESOP shares committed to be released	—	—		3,097		—		—		3,759		6,856
Balance at September 30, 2021	186,758,154	$	1,868	$	1,857,165	$	1,747,300	$	(33,075)	$	(143,966)	$	3,429,292

(1)Represents cumulative impact on retained earnings pursuant to the Company’s (as defined herein) 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.

(2)The Company declared and paid quarterly cash dividends of $0.06, $0.08 and $0.08 per share of common stock during the three months ended March 31, 2021, June 30, 2021 and September 30, 2021, respectively.

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

8

EASTERN BANKSHARES, INC.

UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS

	Nine Months Ended September 30,
(In thousands)	2021		2020
Operating activities
Net income	$	119,578	$	66,800
Adjustments to reconcile net income to net cash provided by operating activities
(Release of) provision for loan losses	(5,368)		37,900
Depreciation and amortization	9,932		12,246
Accretion of deferred loan fees and premiums, net	(19,126)		(5,582)
Deferred income tax expense (benefit)	5,606		(7,511)
Amortization of investment security premiums and discounts	11,084		3,057
Right-of-use asset amortization	9,172		9,086
Increase in cash surrender value of bank-owned life insurance	(1,598)		(1,685)
Gain on sale of securities available for sale, net	(1,166)		(285)
Amortization of gains from terminated interest rate swaps	(24,344)		(7,409)
Employee Stock Ownership Plan expense	6,856		—
Other	(755)		(672)
Change in:
Trading securities	—		961
Loans held for sale	(610)		(4,644)
Prepaid pension expense	2,515		(26,391)
Other assets	34,227		(122,883)
Other liabilities	(18,904)		61,326
Net cash provided by operating activities	127,099		14,314
Investing activities
Proceeds from sales of securities available for sale	23,237		9,097
Proceeds from maturities and principal paydowns of securities available for sale	573,135		289,151
Purchases of securities available for sale	(3,202,995)		(971,990)
Proceeds from sale of Federal Home Loan Bank stock	—		749
Purchases of Federal Home Loan Bank stock	(1,796)		(527)
Contributions to low income housing tax credit investments	(10,168)		(9,614)
Contributions to other equity investments	(2,294)		(1,631)
Distributions from other equity investments	258		54
Net decrease (increase) in outstanding loans	240,354		(929,237)
Acquisitions, net of cash and cash equivalents acquired	(4,354)		—
Purchased banking premises and equipment, net	(3,791)		(3,386)
Proceeds from sale of premises held for sale	736		—
Proceeds from sale of other real estate owned	125		546
Net cash used in investing activities	(2,387,553)		(1,616,788)
Financing activities
Net increase in demand, savings, interest checking, and money market investment deposit accounts	1,527,724		3,830,588
Net decrease in time deposits	(33,544)		(49,395)
Net increase (decrease) in borrowed funds	2,023		(205,958)
Contingent consideration paid	(173)		(165)
Payment of deferred offering costs	—		(7,114)
Dividends declared and paid to common shareholders	(37,885)		—
Net cash provided by financing activities	1,458,145		3,567,956
Net (decrease) increase in cash, cash equivalents, and restricted cash	(802,309)		1,965,482
Cash, cash equivalents, and restricted cash at beginning of period	2,054,070		362,602
Cash, cash equivalents, and restricted cash at end of period	$	1,251,761	$	2,328,084

9

Supplemental disclosure of cash flow information
Cash paid during the period for:
Interest paid	$	2,943	$	12,546
Income taxes	42,432		35,126
Non-cash activities
Net increase in capital commitments relating to low income housing tax credit projects	$	28,291	$	25,816
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

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

10

EASTERN BANKSHARES, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

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

Corporate Structure and Nature of Operations

Eastern Bankshares, Inc., a Massachusetts corporation (the “Company”), is a bank holding company. Through its wholly-owned subsidiaries, Eastern Bank (the “Bank”) and Eastern Insurance Group LLC (“Eastern Insurance Group”), the Company provides a variety of banking, trust and investment, and insurance services, through its full-service bank branches and insurance offices, located primarily in Eastern Massachusetts, southern and coastal New Hampshire and Rhode Island. Eastern Insurance Group LLC is a wholly-owned subsidiary of the Bank.

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

Basis of Presentation

The 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 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.

Certain previously reported amounts have been reclassified to conform to the current period’s presentation.

The accompanying consolidated balance sheet as of September 30, 2021, the consolidated statements of income and comprehensive income and of changes in equity for the three and nine months ended September 30, 2021 and 2020 and statement of cash flows for the nine months ended September 30, 2021 and 2020 are unaudited. The consolidated balance sheet as of December 31, 2020 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, 2020 (“2020 Form 10-K”), as filed with the SEC. 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 nine months ended September 30, 2021 are not necessarily indicative of results to be expected for the year ending December 31, 2021, any other interim periods, or any future year or period.

2. Summary of Significant Accounting Policies

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, 2021 and those that were adopted during the nine months ended September 30, 2021. For a full discussion of significant accounting policies, refer to the notes included within the Company’s 2020 Form 10-K.

Use of Estimates

In preparing the Consolidated Financial Statements in conformity with GAAP, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the date of the balance sheets and income and expenses for the periods reported. Actual results could differ from those estimates based on changing conditions, including economic conditions and future events. Material estimates that are particularly susceptible to change relate to the determination of the allowance for loan 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.

11

Recent Accounting Pronouncements

The Company qualifies as an emerging growth company under the Jumpstart Our Business Act of 2012 (“JOBS Act”) and has elected to defer the adoption of new or revised accounting standards until the nonpublic company effective dates.

Relevant standards that were recently issued but not yet adopted as of September 30, 2021:

In March 2020, the FASB issued ASU 2020-4, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting (“ASU 2020-04”). This update addresses optional expedients and exceptions for applying GAAP to certain contracts, hedging relationships, and other transactions affected by reference rate reform if certain criteria are met. The new guidance applies only to contracts, hedging relationships, and other transactions that reference the London Interbank Offered Rate (“LIBOR”) or another reference rate expected to be discontinued because of reference rate reform. The expedients and exceptions provided by the amendments do not apply to contract modifications made and hedging relationships 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 does not apply to contract modifications made after December 31, 2022. 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, the FASB issued ASU 2016-13, Financial Instruments–Credit Losses on Financial Instruments and relevant amendments (Topic 326) (“ASU 2016-13”). This update was created to replace the current GAAP method of calculating credit losses. Specifically, the standard replaces the existing incurred loss impairment guidance by requiring immediate recognition of expected credit losses. For financial assets carried at amortized cost that are held at the reporting date (including trade and other receivables, loans and commitments, held-to-maturity debt securities and other financial assets), credit losses are measured based on historical experience, current conditions and reasonable supportable forecasts. The standard also amends existing impairment guidance for available for sale securities, in which credit losses will be recorded as an allowance versus a write-down of the amortized cost basis of the security. It will also allow for a reversal of impairment loss when the credit of the issuer improves. The guidance requires a cumulative effect of the initial application to be recognized in retained earnings at the date of initial application.

In November 2018, the FASB issued ASU 2018-19, Codification Improvements to Topic 326, Financial Instruments – Credit Losses (“ASU 2018-19”). The amendments in ASU 2018-19 were intended to clarify that receivables arising from operating leases are not within the scope of Subtopic 326-20. Instead, impairment of receivables arising from operating leases should be accounted for in accordance with Topic 842, Leases. In November 2019, the FASB issued ASU 2019-11, Codification Improvements to Topic 326, Financial Instruments – Credit Losses. This update requires entities to include expected recoveries of the amortized cost basis previously written off or expected to be written off in the valuation account for purchased financial assets with credit deterioration. In addition, the amendments in this update clarify and improve various aspects of the guidance for ASU 2016-13. For public entities that meet the definition of an SEC filer (excluding smaller reporting entities) the guidance is effective for annual reporting periods beginning after December 15, 2019. Early adoption is permitted for all entities as of the fiscal years beginning after December 15, 2018. For all other entities, the guidance is effective for annual reporting periods beginning after December 15, 2022, including interim periods within those fiscal years.

On March 27, 2020, the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”) was enacted in response to the COVID-19 pandemic in the United States. to provide economic relief measures including the option to defer adoption of ASU 2016-13 to the earlier of the ending of the national emergency declaration related to the COVID-19 crisis or December 31, 2020. On December 27, 2020, the Consolidated Appropriations Act (the “Appropriations Act”) was enacted to fund the federal government through their fiscal year, extend certain expiring tax provisions and provide additional emergency relief to individuals and businesses related to the COVID-19 pandemic in the United States. Included within the provisions of the Appropriations Act is an extension of the adoption date for ASU 2016-13 from December 31, 2020 to the earlier of January 1, 2022 or 60 days after the date on which the COVID-19 national emergency terminates.

To address the impact of ASU 2016-13, the Company has formed a committee, which members include the Chief Credit Officer, the Chief Financial Officer, and Chief Information Officer, to assist in identifying, implementing, and evaluating the impact of the required changes to loan loss estimation models and processes. The Company has concluded on segmentation, methodologies and other assumptions used for modeling and is currently working with third parties in validation efforts, model methodology documentation, project management and governance implementation. The Company is currently assessing the impact of the new standard on its consolidated financial statements and will adopt the standard effective January 1, 2022. Additionally, the Company is focused on the expected impact of its pending acquisition of Century Bancorp, Inc. (“Century”) on the adoption process.

In August 2018, the FASB issued ASU 2018-14, Compensation—Retirement Benefits—Defined Benefit Plans—General (Subtopic 715-20) Disclosure Framework—Changes to the Disclosure Requirements for Defined Benefit Plans (“ASU 2018-14”). This update modifies the disclosure requirements for employers that sponsor defined benefit pension and/or other

12

postretirement benefit plans. The guidance eliminates requirements for certain disclosures that are no longer considered cost beneficial and requires new ones that the FASB considers pertinent. For public companies, ASU 2018-14 is effective for fiscal years ending after December 15, 2020. For nonpublic companies, ASU 2018-14 is effective for fiscal years ending after December 15, 2021. Early adoption is permitted. The Company will adopt this standard on the nonpublic company effective date. The Company expects the adoption of this standard will not have a material impact on its consolidated financial statements.

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 an assess how the acquiree accounted for the contract under Topic 606. ASU 2021-08 improves comparability of recognition and measurement of revenue contracts with customers both before and after a business combination. For public business entities, the amendments in this update are effective for fiscal years beginning after December 15, 2022. For all other entities, the amendments are effective for fiscal years beginning after December 15, 2023. The amendments in this update should be applied prospectively to business combinations occurring on or after the effective date of the amendments with early adoption permitted. The Company expects the adoption of this standard will not have a material impact on its consolidated financial statements.

Relevant standards that were adopted during the nine months ended September 30, 2021:

In August 2018, the FASB issued ASU 2018-15, Intangibles–Goodwill and Other–Internal-use software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That is a Service Contract (“ASU 2018-15”). This update addresses accounting for fees paid by a customer for implementation, set-up and other upfront costs incurred in a cloud computing arrangement that is hosted by the vendor (i.e., a service contract). The new guidance aligns treatment for capitalization of implementation costs with guidance on internal-use software. For public entities, the guidance is effective for annual reporting periods beginning after December 15, 2019. For nonpublic entities, the guidance is effective for annual reporting periods beginning after December 15, 2020, and for all interim periods beginning after December 15, 2021. The adoption of this standard on January 1, 2021 did not have a material impact on the Company’s consolidated financial statements.

In January 2021, the FASB issued ASU 2021-01, Reference Rate Reform (Topic 848) (“ASU 2021-01”) which expands the scope of guidance in ASC 848 so that companies can apply the optional expedients to derivative instruments affected by the clearing house changes. ASU 2021-01 also clarifies and updates several items in ASU 2020-04 as part of the FASB’s monitoring of global reference rate reform activities. ASU 2021-01 permits entities to elect certain optional expedients and exceptions to modifications of interest rate indexes used for computing when accounting derivative contracts and certain hedging relationships impacted by changes in interest rates used for discounting, margining, or contract price alignment. ASU 2021-01 clarifies other aspects of the guidance in ASC 848 and provides new guidance on how to address the effects of the cash compensation adjustment that is provided as part of the above change on certain aspects of hedge accounting. The guidance was effective upon issuance and allows for retrospective or prospective application with certain conditions. The Company did not elect retrospective application. The adoption of this update did not have a material impact on the Company’s consolidated financial statements.

3. Securities

Available for Sale Securities

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The amortized cost, gross unrealized gains and losses, and fair value of available for sale securities as of September 30, 2021 and December 31, 2020 were as follows:

	As of September 30, 2021
	Amortized Cost		Unrealized Gains		Unrealized Losses		Fair Value
	(In thousands)
Debt securities:
Government-sponsored residential mortgage-backed securities	$	4,097,006	$	20,437	$	(44,075)	$	4,073,368
Government-sponsored commercial mortgage-backed securities	436,748		—		(5,739)		431,009
U.S. Agency bonds	860,595		—		(19,312)		841,283
U.S. Treasury securities	69,419		16		(253)		69,182
State and municipal bonds and obligations	258,121		16,349		—		274,470
	$	5,721,889	$	36,802	$	(69,379)	$	5,689,312

	As of December 31, 2020
	Amortized Cost		Unrealized Gains		Unrealized Losses		Fair Value
	(In thousands)
Debt securities:
Government-sponsored residential mortgage-backed securities	$	2,106,658	$	42,142	$	—	$	2,148,800
Government-sponsored commercial mortgage-backed securities	17,054		27		—		17,081
U.S. Agency bonds	670,468		113		(3,872)		666,709
U.S. Treasury securities	70,106		263		—		70,369
State and municipal bonds and obligations	260,898		20,004		—		280,902
	$	3,125,184	$	62,549	$	(3,872)	$	3,183,861

The amortized cost and estimated fair value of available for sale securities by contractual maturities as of September 30, 2021 and December 31, 2020 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 securities as of the dates indicated were as follows:

	As of September 30, 2021
	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)
Government-sponsored residential mortgage-backed securities	$	—	$	—	$	16,131	$	17,151	$	924,290	$	923,300	$	3,156,585	$	3,132,917	$	4,097,006	$	4,073,368
Government-sponsored commercial mortgage-backed securities	—		—		71,814		71,256		364,934		359,753		—		—		436,748		431,009
U.S. Agency bonds	—		—		243,920		240,554		616,675		600,729		—		—		860,595		841,283
U.S. Treasury securities	20,029		20,045		49,390		49,137		—		—		—		—		69,419		69,182
State and municipal bonds and obligations	485		486		31,324		32,381		72,039		75,293		154,273		166,310		258,121		274,470
Total	$	20,514	$	20,531	$	412,579	$	410,479	$	1,977,938	$	1,959,075	$	3,310,858	$	3,299,227	$	5,721,889	$	5,689,312

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	As of December 31, 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 Cost		Fair Value		Amortized Cost		Fair Value		Amortized Cost		Fair Value		Amortized Cost		Fair Value		Amortized Cost		Fair Value
	(In thousands)
Government-sponsored residential mortgage-backed securities	$	—	$	—	$	46,293	$	48,925	$	96,338	$	100,278	$	1,964,027	$	1,999,597	$	2,106,658	$	2,148,800
Government-sponsored commercial mortgage-backed securities	—		—		—		—		17,054		17,081		—		—		17,054		17,081
U.S. Agency bonds	—		—		99,772		99,834		570,696		566,875		—		—		670,468		666,709
U.S. Treasury securities	50,023		50,251		20,083		20,118		—		—		—		—		70,106		70,369
State and municipal bonds and obligations	406		408		20,511		21,431		74,980		79,635		165,001		179,428		260,898		280,902
Total	$	50,429	$	50,659	$	186,659	$	190,308	$	759,068	$	763,869	$	2,129,028	$	2,179,025	$	3,125,184	$	3,183,861

Gross realized gains from sales of available for sale securities during the three months ended September 30, 2021 were less than $100 thousand. There were no gross realized gains from sales of available for sale securities during the three months ended September 30, 2020. Gross realized gains from sales of available for sale securities during the nine months ended September 30, 2021 and 2020 were $1.2 million and $0.3 million, respectively. The Company had no significant gross realized losses from sales of securities available for sale during both the nine months ended September 30, 2021 and 2020. There was no other-than-temporary impairment (“OTTI”) recorded during the nine months ended September 30, 2021 and 2020.

Management prepares an estimate of the expected cash flows for investment securities available for sale that potentially may be deemed to have been an 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 of the underlying issuers. Indicators of diminished credit quality of the issuers include defaults, interest deferrals, or “payments in kind.” Management also considers those factors listed in the “Investments – Debt and Equity Securities” topic of the FASB ASC when estimating the ultimate realizability of the cash flows for each individual security.

The resulting estimate of cash flows after considering credit is then subject to a present value computation using a discount rate equal to the current yield used to accrete the beneficial interest or the effective interest rate implicit in the security at the date of acquisition. If the present value of the estimated 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 as of September 30, 2021 and December 31, 2020, which the Company has not deemed to be OTTI, aggregated by investment category and length of time that individual securities have been in a continuous loss position, follows:

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	As of September 30, 2021
		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	30	$	44,075	$	3,443,757	$	—	$	—	$	44,075	$	3,443,757
Government-sponsored commercial mortgage-backed securities	17	5,739		431,009		—		—		5,739		431,009
U.S. Agency bonds	13	10,010		529,855		9,302		311,428		19,312		841,283
U.S. Treasury securities	1	253		49,137		—		—		253		49,137
	61	$	60,077	$	4,453,758	$	9,302	$	311,428	$	69,379	$	4,765,186

	As of December 31, 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)
U.S. Agency bonds	6	$	3,872	$	416,824	$	—	$	—	$	3,872	$	416,824
	6	$	3,872	$	416,824	$	—	$	—	$	3,872	$	416,824

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 with gross unrealized losses 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 September 30, 2021 and December 31, 2020:

•Government-sponsored residential mortgage-backed securities – The securities with unrealized losses in this portfolio have contractual terms that generally do not permit the issuer to settle the security at a price less than the current par value of the investment. The decline in market value of these securities is attributable to changes in interest rates and not credit quality. Additionally, these securities are implicitly guaranteed by the U.S. government or one of its agencies.

•Government-sponsored commercial mortgage-backed securities – The securities with unrealized losses in this portfolio have contractual terms that generally do not permit the issuer to settle the security at a price less than the current par value of the investment. The decline in market value of these securities is attributable to changes in interest rates and not credit quality. Additionally, these securities are implicitly guaranteed by the U.S. government or one of its agencies.

•U.S. Agency bonds – The securities with unrealized losses in this portfolio have contractual terms that generally do not permit the issuer to settle the security at a price less than the current par value of the investment. The decline in market value of these securities is attributable to changes in interest rates and not credit quality. Additionally, these securities are implicitly guaranteed by the U.S. government or one of its agencies.

•U.S. Treasury securities – The security with unrealized losses in this portfolio has 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 this security is attributable to changes in interest rates and not credit quality. Additionally, this security is implicitly guaranteed by the U.S. government or one of its agencies.

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4. Loans and Allowance for Loan Losses

Loans

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

	At September 30,		At December 31,
	2021		2020
	(In thousands)
Commercial and industrial	$	1,652,447	$	1,995,016
Commercial real estate	3,825,186		3,573,630
Commercial construction	243,146		305,708
Business banking	1,225,538		1,339,164
Residential real estate	1,491,269		1,370,957
Consumer home equity	848,570		868,270
Other consumer (1)	218,406		277,780
Gross loans before unamortized premiums, unearned discounts and deferred fees	9,504,562		9,730,525
Allowance for loan losses	(103,398)		(113,031)
Unamortized premiums, net of unearned discounts and deferred fees	(23,104)		(23,536)
Loans after the allowance for loan losses, unamortized premiums, unearned discounts and deferred fees	$	9,378,060	$	9,593,958

(1)Automobile loans are included in the other consumer portfolio above and amounted to $67.1 million and $126.7 million at September 30, 2021 and December 31, 2020, 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. The SNC Program portfolio is defined as loan syndications with exposure over $100 million and with three or more lenders participating.

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

Loans Pledged as Collateral

The carrying value of loans pledged to secure advances from the Federal Home Loan Bank (“FHLB”) of Boston (“FHLBB”) were $2.4 billion at both September 30, 2021 and December 31, 2020. The balance of funds borrowed from the FHLBB were $14.2 million and $14.6 million at September 30, 2021 and December 31, 2020, respectively.

The carrying value of loans pledged to secure advances from the Federal Reserve Bank (“FRB”) were $761.8 million and $884.1 million at September 30, 2021 and December 31, 2020, respectively. There were no funds borrowed from the FRB outstanding at September 30, 2021 and December 31, 2020.

Serviced Loans

At September 30, 2021 and December 31, 2020, mortgage loans partially or wholly-owned by others and serviced by the Company amounted to approximately $12.0 million and $13.5 million, respectively.

Allowance for Loan Losses

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The allowance for loan losses is established to provide for probable losses incurred in the Company’s loan portfolio 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. Commercial and residential loans are charged-off in the period in which they are deemed uncollectible. Delinquent loans in these product types are subject to ongoing review and analysis to determine if a charge-off in the current period is appropriate. For consumer loans, policies and procedures exist that require charge-off consideration upon a certain triggering event depending on the product type.

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

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

	For the Three Months Ended September 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	$	33,229	$	54,228	$	4,816	$	9,805	$	6,569	$	3,875	$	3,762	$	352	$	116,636
Charge-offs	(140)		—		—		(1,179)		—		(22)		(1,077)		—		(2,418)
Recoveries	306		4		—		91		43		31		39		—		514
Provision (release of)	(3,281)		1,350		(540)		2,711		(261)		(76)		834		(37)		700
Ending balance	$	30,114	$	55,582	$	4,276	$	11,428	$	6,351	$	3,808	$	3,558	$	315	$	115,432

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

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	For the Nine Months Ended September 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	$	20,919	$	34,730	$	3,424	$	8,260	$	6,380	$	4,027	$	4,173	$	384	$	82,297
Charge-offs	(167)		(24)		—		(3,714)		—		(495)		(1,625)		—		(6,025)
Recoveries	686		10		—		245		116		53		150		—		1,260
Provision (release of)	8,676		20,866		852		6,637		(145)		223		860		(69)		37,900
Ending balance	$	30,114	$	55,582	$	4,276	$	11,428	$	6,351	$	3,808	$	3,558	$	315	$	115,432

The following tables bifurcate the amount of loans and the allowance allocated to each loan category based on the type of impairment analysis as of the dates indicated:

	As of September 30, 2021
	Commercial and Industrial		Commercial Real Estate		Commercial Construction		Business Banking		Residential Real Estate		Consumer Home Equity		Other Consumer		Other		Total
	(In thousands)
Allowance for loan losses ending balance:
Individually evaluated for impairment	$	4,287	$	—	$	—	$	669	$	1,462	$	256	$	200	$	—	$	6,874
Acquired with deteriorated credit quality	—		—		—		—		293		—		—		—		293
Collectively evaluated for impairment	16,342		54,186		3,402		10,709		4,675		3,379		3,187		351		96,231
Total allowance for loan losses by group	$	20,629	$	54,186	$	3,402	$	11,378	$	6,430	$	3,635	$	3,387	$	351	$	103,398
Loans ending balance:
Individually evaluated for impairment	$	21,580	$	3,793	$	—	$	15,141	$	23,494	$	4,023	$	222	$	—	$	68,253
Acquired with deteriorated credit quality	1,546		—		—		—		2,880		—		—		—		4,426
Collectively evaluated for impairment	1,629,321		3,821,393		243,146		1,210,397		1,464,895		844,547		218,184		—		9,431,883
Total loans by group	$	1,652,447	$	3,825,186	$	243,146	$	1,225,538	$	1,491,269	$	848,570	$	218,406	$	—	$	9,504,562

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	As of December 31, 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 ending balance:
Individually evaluated for impairment	$	4,555	$	210	$	—	$	1,435	$	1,565	$	289	$	—	$	—	$	8,054
Acquired with deteriorated credit quality	1,283		822		—		—		327		—		—		—		2,432
Collectively evaluated for impairment	20,779		53,537		4,553		11,717		4,543		3,455		3,467		494		102,545
Total allowance for loan losses by group	$	26,617	$	54,569	$	4,553	$	13,152	$	6,435	$	3,744	$	3,467	$	494	$	113,031
Loans ending balance:
Individually evaluated for impairment	$	17,343	$	4,435	$	—	$	21,901	$	27,056	$	4,845	$	29	$	—	$	75,609
Acquired with deteriorated credit quality	3,432		2,749		—		—		3,116		—		—		—		9,297
Collectively evaluated for impairment	1,974,241		3,566,446		305,708		1,317,263		1,340,785		863,425		277,751		—		9,645,619
Total loans by group	$	1,995,016	$	3,573,630	$	305,708	$	1,339,164	$	1,370,957	$	868,270	$	277,780	$	—	$	9,730,525

Management uses a methodology to systematically estimate the amount of loss incurred in the portfolio. Commercial real estate, commercial and industrial, commercial construction and business banking loans are evaluated using a loan rating system, historical losses and other factors which form the basis for estimating incurred losses. Portfolios of more homogeneous populations of loans, including residential mortgages and consumer loans, are analyzed as groups taking into account delinquency ratios, historical loss experience and charge-offs. For the purpose of estimating the allowance for loan losses, management segregates the loan portfolio into the categories noted in the above tables. Each of these loan categories possesses unique 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 and equipment. The primary repayment source is operating cash flow and, secondarily, the liquidation of assets. The Company often obtains personal guarantees from individuals holding material ownership in the borrowing entity.

Commercial real estate: Collateral values are established by independent third-party appraisals and evaluations. Primary repayment sources include operating income generated by the real estate, permanent debt refinancing, sale of the real estate and, secondarily, liquidation of the collateral. The Company often obtains personal guarantees from individuals holding material ownership in the borrowing entity.

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.

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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. 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 consistent with a “prime” portfolio. Collateral consists of mortgage liens on 1-4 family residential dwellings. 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.

Other consumer: The Company’s policy and underwriting in this category, which is comprised primarily of home improvement and automobile 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 and automobile loans.

Credit Quality

Commercial Lending Credit Quality

The Company monitors credit quality indicators and utilizes portfolio scorecards to assess the risk of its commercial portfolio. Specifically, the Company utilizes a 15-point credit risk-rating system to manage risk and identify potential problem loans.

Prior to December 31, 2020, the Company utilized a 12-point credit risk-rating system to manage risk and identify potential problem loans. In the fourth quarter of 2020, the Company realigned its credit risk-rating system, transitioning to a 15-point credit risk-rating system. The Company believes that the expansion from the prior 12-point scale provides more refinement in the pass grade categories; new pass grades are 0-10. There are no changes to non-pass categories, which continue to align with regulatory guidelines and are found in ratings: special mention (11), substandard (12), doubtful (13) and loss (14). The Company believes that increasing granularity of the risk rating system allows for more robust portfolio management and increased precision and effectiveness of credit risk identification.

Under both point systems, 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. The risk-rating categories under the new 15-point credit risk-rating system are defined as follows:

0 Risk Rating - Unrated

Certain segments of the portfolios are not rated. These segments include airplane 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. The Company supplements performance data with current business credit scores for the business banking portfolio on a quarterly basis. Unrated commercial and business banking loans are generally restricted to commercial exposure of less than $1 million. Loans

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included in this category have qualification requirements that include a risk rating of 10 or better at the time of recommendation for unrated status, acceptable management of deposit accounts, and no known negative changes in management, operations or financial performance.

For purposes of estimating the allowance for loan losses, unrated loans are considered in the same manner as pass rated loans.

1-10 Risk Rating – Pass

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

11 Risk Rating – Special Mention (Potential Weakness)

Loans to borrowers in this category exhibit potential weaknesses or downward trends deserving management’s close attention. While potentially weak, no loss of principal or interest is envisioned. Included in this category are borrowers who are performing as agreed, are weak when compared to industry standards, may be experiencing an interim loss and may be in declining industries. An element of asset quality, financial flexibility or management is below average. The Company does not consider borrowers within this category as new business prospects. Borrowers rated special mention may find it difficult to obtain alternative financing from traditional bank sources.

12 Risk Rating – Substandard (Well-Defined Weakness)

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

13 Risk Rating – Doubtful (Loss Probable)

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

14 Risk Rating – Loss

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

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 experienced officers for individual attention.

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

	As of September 30, 2021
Category	Commercial and Industrial		Commercial Real Estate		Commercial Construction		Business Banking		Total
	(In thousands)
Unrated	$	278,093	$	4,196	$	138	$	763,573	$	1,046,000
Pass	1,302,413		3,524,607		224,770		389,812		5,441,602
Special mention	13,959		124,618		9,611		54,592		202,780
Substandard	41,459		171,765		8,627		16,478		238,329
Doubtful	16,523		—		—		1,083		17,606
Loss	—		—		—		—		—
Total	$	1,652,447	$	3,825,186	$	243,146	$	1,225,538	$	6,946,317

	As of December 31, 2020
Category	Commercial and Industrial		Commercial Real Estate		Commercial Construction		Business Banking		Total
	(In thousands)
Unrated	$	655,346	$	6,585	$	—	$	918,921	$	1,580,852
Pass	1,199,522		3,256,697		280,792		336,657		5,073,668
Special mention	78,117		134,562		10,330		57,092		280,101
Substandard	47,525		173,308		14,586		24,788		260,207
Doubtful	14,506		2,478		—		1,706		18,690
Loss	—		—		—		—		—
Total	$	1,995,016	$	3,573,630	$	305,708	$	1,339,164	$	7,213,518

Paycheck Protection Program (“PPP”) loans are included within the unrated category of the commercial and industrial and business banking portfolios in the tables above. Commercial and industrial PPP loans and business banking PPP loans amounted to $215.7 million and $318.3 million, respectively, at September 30, 2021 and $568.8 million and $457.4 million respectively, at December 31, 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.

Asset Quality

In response to the novel coronavirus (“COVID-19”) pandemic, the Company has granted loan modifications to allow deferral of payments for borrowers negatively impacted by the COVID-19 pandemic. Modifications granted to customers allowed for full payment deferrals (principal and interest) or deferral of only principal payments. The balance of loans which underwent a modification and have not yet resumed payment as of September 30, 2021 and December 31, 2020 was $110.6 million and $332.7 million, respectively. The Company defines a modified loan to have resumed payment if it is one month past the modification end date and not more than 30 days past due. These modifications with active deferrals met the criteria of either Section 4013 of the CARES Act or the Interagency Statement on Loan Modifications and Reporting for Financial Institutions Working with Customers Affected by the Coronavirus (Revised) and therefore are not deemed troubled debt restructurings, referred to as TDRs (as defined below). Additionally, loans that are performing in accordance with the

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contractual terms of the modification are not reflected as being past due and therefore are not impacting non-accrual or delinquency totals as of September 30, 2021 and December 31, 2020. The Company continued to accrue interest on these COVID-19 modified loans and evaluated the deferred interest for collectability as of September 30, 2021 and December 31, 2020.

The Appropriations Act, which was enacted on December 27, 2020, extends certain provisions related to the COVID-19 pandemic in the United States (which were due to expire) and provides additional emergency relief to individuals and businesses. Included within the provisions of the Appropriations Act is the extension of Section 4013 of the CARES Act to January 1, 2022. As such, the Company intends to apply the TDR relief granted pursuant to such section to any qualifying loan modifications executed during the allowable time period.

The Company manages its loan portfolio with careful monitoring. As a general rule, loans more than 90 days past due with respect to principal and interest are classified as non-accrual loans. Exceptions may be made if management believes that collateral held by the Company is clearly sufficient and in full satisfaction of both principal and interest, or the loan is accounted for as a purchased credit impaired (“PCI”) loan. In addition, 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. Non-accrual loans and loans that are more than 90 days past due but still accruing interest are considered non-performing loans.

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

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

The following is a summary pertaining to the breakdown of the Company’s non-accrual loans:

	As of September 30,		As of December 31,
	2021		2020
	(In thousands)
Commercial and industrial	$	17,640	$	11,714
Commercial real estate	272		915
Business banking	11,254		17,430
Residential real estate	7,185		6,815
Consumer home equity	3,491		3,602
Other consumer	771		529
Total non-accrual loans	$	40,613	$	41,005

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

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	As of September 30, 2021
	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 Past Due and Accruing
	(In thousands)
Commercial and industrial	$	529	$	2,068	$	2,043	$	4,640	$	1,647,807	$	1,652,447	$	—
Commercial real estate	—		—		1,171		1,171		3,824,015		3,825,186		1,171
Commercial construction	—		—		—		—		243,146		243,146		—
Business banking	3,351		634		5,497		9,482		1,216,056		1,225,538		—
Residential real estate	9,014		2,426		5,515		16,955		1,474,314		1,491,269		278
Consumer home equity	2,319		415		3,111		5,845		842,725		848,570		9
Other consumer	1,107		362		771		2,240		216,166		218,406		—
Total	$	16,320	$	5,905	$	18,108	$	40,333	$	9,464,229	$	9,504,562	$	1,458

	As of December 31, 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 Past Due and Accruing
	(In thousands)
Commercial and industrial	$	4	$	268	$	1,924	$	2,196	$	1,992,820	$	1,995,016	$	848
Commercial real estate	—		556		1,545		2,101		3,571,529		3,573,630		1,111
Commercial construction	—		—		—		—		305,708		305,708		—
Business banking	5,279		3,311		10,196		18,786		1,320,378		1,339,164		—
Residential real estate	9,184		2,517		4,904		16,605		1,354,352		1,370,957		279
Consumer home equity	1,806		364		3,035		5,205		863,065		868,270		9
Other consumer	1,978		234		517		2,729		275,051		277,780		—
Total	$	18,251	$	7,250	$	22,121	$	47,622	$	9,682,903	$	9,730,525	$	2,247

In the normal course of business, the Company may 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 non-performing loans (which consist of non-accrual loans and loans that are more than 90 days past due but still accruing interest). Based upon the Company’s past experiences, some of these loans with potential weaknesses will ultimately be restructured or placed in non-accrual status. As of both September 30, 2021 and December 31, 2020, we are unable to reasonably estimate the amount of these loans that will be restructured or placed on non-accrual status.

Troubled Debt Restructurings (“TDR”)

In cases where a borrower experiences financial difficulty and the Company makes certain concessionary modifications to contractual terms, the loan is classified as a troubled debt restructured loan. The objective is to aid in the resolution of non-performing loans by modifying the contractual obligation to avoid the possibility of foreclosure.

All TDR loans are considered impaired and therefore are subject to a specific review for impairment loss. The amount 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 the value of the collateral 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.

The Company’s policy is to have any TDR loans which are on non-accrual status prior to being modified remain on non-accrual status for approximately six months subsequent to being modified before management considers its return to

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accrual status. If the TDR loan is on accrual status prior to being modified, it is reviewed to determine if the modified loan should remain on accrual status.

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

	As of September 30, 2021
	TDRs on Accrual Status			TDRs on Non-Accrual Status			Total TDRs
	Number of Loans	Balance of Loans		Number of Loans	Balance of Loans		Number of Loans	Balance of Loans
	(Dollars in thousands)
Commercial and industrial	1	$	3,940	6	$	10,944	7	$	14,884
Commercial real estate	1	3,520		—	—		1	3,520
Business banking	5	3,888		5	1,262		10	5,150
Residential real estate	127	20,092		26	3,135		153	23,227
Consumer home equity	73	3,280		16	744		89	4,024
Other consumer	2	3		1	18		3	21
Total	209	$	34,723	54	$	16,103	263	$	50,826

	As of December 31, 2020
	TDRs on Accrual Status			TDRs on Non-Accrual Status			Total TDRs
	Number of Loans	Balance of Loans		Number of Loans	Balance of Loans		Number of Loans	Balance of Loans
	(Dollars in thousands)
Commercial and industrial	1	$	5,628	7	$	6,819	8	$	12,447
Commercial real estate	1	3,521		1	480		2	4,001
Business banking	6	4,471		6	722		12	5,193
Residential real estate	146	23,416		27	3,273		173	26,689
Consumer home equity	91	4,030		12	815		103	4,845
Other consumer	3	29		—	—		3	29
Total	248	$	41,095	53	$	12,109	301	$	53,204

The amount of specific reserve associated with the TDRs was $3.1 million and $3.5 million at September 30, 2021 and December 31, 2020, respectively. There were additional commitments to lend of $0.5 million to borrowers who have been a party to a TDR as of September 30, 2021. There were no additional commitments to lend to borrowers who have been party to a TDR as of December 31, 2020.

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

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

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

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	For the Three Months Ended September 30, 2020					For the Nine Months Ended September 30, 2020
	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	—	$	—	$	—	1	$	140	$	140
Commercial real estate	—	—		—		2	632		632
Business banking	—	—		—		3	1,040		1,040
Residential real estate	—	—		—		3	399		399
Consumer home equity	—	—		—		12	527		531
Other consumer	3	35		35		4	58		58
Total	3	$	35	$	35	25	$	2,796	$	2,800

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

At September 30, 2021 and December 31, 2020, the outstanding recorded investment of loans that were new TDR loans during the nine months ended September 30, 2021 and the year ended December 31, 2020 was $1.0 million and $3.9 million, respectively.

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

	For the Three Months Ended September 30,				For the Nine Months Ended September 30,
	2021		2020		2021		2020
	(In thousands)
Interest only/principal deferred	$	—	$	—	$	—	$	1,305
Extended maturity	200		—		200		35
Extended maturity and interest only/principal deferred	—		—		—		427
Court-ordered concession	—		35		295		1,033
Other	—		—		462		—
Total	$	200	$	35	$	957	$	2,800

The following table shows the number of loans and the recorded investment amount of those loans, as of the respective date, that have been modified during the prior 12 months which have subsequently defaulted during the periods indicated. The Company considers a loan to have defaulted when it reaches 90 days past due or is transferred to non-accrual:

	For the Three Months Ended September 30,						For the Nine Months Ended September 30,
	2021			2020			2021			2020
	Number of Contracts	Recorded Investment		Number of Contracts	Recorded Investment		Number of Contracts	Recorded Investment		Number of Contracts	Recorded Investment
	(Dollars in thousands)
Troubled debt restructurings that subsequently defaulted (1):
Business banking	—	$	—	—	$	—	1	$	404	—	$	—
Consumer home equity	—	—		1	40		1	56		1	40
Total	—	$	—	1	$	40	2	$	460	1	$	40

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

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During the three and nine months ended September 30, 2021, no amounts were charged-off on TDRs modified in the prior 12 months. During the three and nine months ended September 30, 2020, there were $0.2 million and $0.6 million in charge-offs on TDRs modified in the prior 12 months.

Impaired Loans

Impaired loans consist of all loans for which management has determined it is probable that 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 non-accrual 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 September 30, 2021						As of December 31, 2020
	Recorded Investment		Unpaid Principal Balance		Related Allowance		Recorded Investment		Unpaid Principal Balance		Related Allowance
	(In thousands)
With no related allowance recorded:
Commercial and industrial	$	13,807	$	15,188	$	—	$	9,182	$	11,212	$	—
Commercial real estate	3,793		3,832		—		3,955		3,974		—
Business banking	3,557		4,564		—		5,250		7,659		—
Residential real estate	11,352		12,727		—		14,730		17,010		—
Consumer home equity	1,895		1,895		—		2,571		2,571		—
Other consumer	22		22		—		29		29		—
Sub-total	34,426		38,228		—		35,717		42,455		—
With an allowance recorded:
Commercial and industrial	7,773		8,350		4,287		8,161		8,432		4,555
Commercial real estate	—		—		—		480		497		210
Business banking	11,584		15,978		669		16,651		21,146		1,435
Residential real estate	12,142		12,142		1,462		12,326		12,326		1,565
Consumer home equity	2,128		2,128		256		2,274		2,274		289
Other consumer	200		200		200		—		—		—
Sub-total	33,827		38,798		6,874		39,892		44,675		8,054
Total	$	68,253	$	77,026	$	6,874	$	75,609	$	87,130	$	8,054

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

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

	For the Three Months Ended September 30, 2020				For the Nine Months Ended September 30, 2020
	Average Recorded Investment		Total Interest Recognized		Average Recorded Investment		Total Interest Recognized
	(In thousands)
With no related allowance recorded:
Commercial and industrial	$	9,273	$	48	$	14,152	$	167
Commercial real estate	4,408		45		5,433		134
Commercial construction	280		—		125		—
Business banking	3,298		30		2,659		66
Residential real estate	13,513		129		13,141		399
Consumer home equity	3,034		21		3,287		61
Other consumer	53		1		33		1
Sub-total	33,859		274		38,830		828
With an allowance recorded:
Commercial and industrial	6,229		—		8,168		—
Commercial real estate	1,017		—		625		—
Business banking	17,452		15		13,063		44
Residential real estate	14,165		144		13,708		446
Consumer home equity	2,417		23		2,692		69
Sub-total	41,280		182		38,256		559
Total	$	75,139	$	456	$	77,086	$	1,387

Purchased Credit Impaired Loans

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

	September 30,		December 31,
	2021		2020
	(In thousands)
Outstanding balance	$	4,484	$	9,982
Carrying amount	4,426		9,297

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 table summarizes activity in the accretable yield for the PCI loan portfolio:

	For the Three Months Ended September 30,				For the Nine Months Ended September 30,
	2021		2020		2021		2020
	(In thousands)
Balance at beginning of period	$	2,981	$	2,994	$	2,495	$	3,923
Accretion	(245)		(298)		(877)		(1,058)
Other change in expected cash flows	(1,161)		(44)		(1,370)		(209)
Reclassification from (to) non-accretable difference for loans with improved (deteriorated) cash flows	—		—		1,327		(4)
Balance at end of period	$	1,575	$	2,652	$	1,575	$	2,652

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

The following table summarizes the Company’s loan participations:

	As of and for the Nine Months Ended September 30, 2021								As of and for the Year Ended December 31, 2020
	Balance		Non-performing Loan Rate (%)		Impaired (%)		Gross Charge-offs		Balance		Non-performing Loan Rate (%)		Impaired (%)		Gross Charge-offs
	(Dollars in thousands)
Commercial and industrial	$	632,229	1.73	%	1.73	%	$	—	$	598,873	1.11	%	1.11	%	$	—
Commercial real estate	385,782		0.00	%	0.00	%	—		306,202		0.00	%	0.00	%	—
Commercial construction	72,374		0.00	%	0.00	%	—		119,600		0.00	%	0.00	%	—
Business banking	104		0.00	%	0.00	%	—		34		0.00	%	0.00	%	15
Total loan participations	$	1,090,489	1.00	%	1.00	%	$	—	$	1,024,709	0.65	%	0.65	%	$	15

5. Leases

The Company leases certain office space and equipment under various non-cancelable operating leases. These leases have original terms ranging from 1 year to 25 years. Operating lease liabilities and right-of-use (“ROU”) assets are recognized at the lease commencement date based upon the present value of the future minimum lease payments over the lease

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term. Operating lease liabilities are recorded within other liabilities and ROU assets are recorded within other assets in the Company’s consolidated balance sheet.

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

	As of September 30, 2021		As of December 31, 2020
	(In thousands)
Right-of-use assets	$	75,196	$	81,596
Lease liabilities	79,187		85,330

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 tables are a summary of the Company’s components of net lease cost for the periods indicated:

	Three Months Ended September 30, 2021		Nine Months Ended September 30, 2021
	(In thousands)
Operating lease cost	$	3,478	$	10,560
Finance lease cost	50		116
Variable lease cost	617		1,564
Total lease cost	$	4,145	$	12,240

	Three Months Ended September 30, 2020		Nine Months Ended September 30, 2020
	(In thousands)
Operating lease cost	$	3,596	$	10,810
Finance lease cost	24		43
Variable lease cost	509		1,479
Total lease cost	$	4,129	$	12,332

During the three and nine months ended September 30, 2021 the Company made $3.5 million and $10.6 million respectively, in cash payments for operating and finance lease payments. During the three and nine months ended September 30, 2020 the Company made $3.6 million and $10.6 million, respectively, in cash payments for operating and finance lease payments.

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

	As of September 30, 2021		As of December 31, 2020
Weighted-average remaining lease term (in years)	7.96		8.50
Weighted-average discount rate	2.62	%	2.65	%

6. Goodwill and Other Intangibles

The following tables set forth the carrying amount of goodwill and other intangible assets, net of accumulated amortization by reporting unit at the dates indicated below:

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	As of September 30, 2021
	Banking Business		Insurance Agency Business		Net Carrying Amount
	(In thousands)
Balances not subject to amortization
Goodwill	$	298,611	$	73,861	$	372,472
Balances subject to amortization
Insurance agency (1)	—		7,234		7,234
Core deposit intangible	66		—		66
Total other intangible assets	66		7,234		7,300
Total goodwill and other intangible assets	$	298,677	$	81,095	$	379,772

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

	As of December 31, 2020
	Banking Business		Insurance Agency Business		Net Carrying Amount
	(In thousands)
Balances not subject to amortization
Goodwill	$	298,611	$	70,866	$	369,477
Balances subject to amortization
Insurance agency (1)	—		6,899		6,899
Core deposit intangible	158		—		158
Total other intangible assets	158		6,899		7,057
Total goodwill and other intangible assets	$	298,769	$	77,765	$	376,534

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

The Company acquired 2 insurance agencies during the nine months ended September 30, 2021. The aggregate purchase price and goodwill recorded as a result of the acquisitions were 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 has identified and assigned goodwill to 2 reporting units - the banking business and insurance agency business. The quantitative assessments for both the banking business and insurance agency business were most recently performed as of September 30, 2021. The assessment for the banking business included a market capitalization analysis, as well as a comparison of the banking business’ book value to the implied fair value using a pricing multiple of the Company’s tangible book value. The assessment for insurance agency business included a price-to-earnings analysis, as well as an EBITDA multiplier valuation based upon recent and observed agency mergers and acquisitions. The Company considered the economic conditions for the period including the potential impact of the COVID-19 pandemic as it pertains to the goodwill above and determined that there was no indication of impairment related to goodwill as of September 30, 2021 or December 31, 2020.

Other intangible assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable. The Company also considered the impact of the COVID-19 pandemic as it pertains to these intangible assets and determined that there was no indication of impairment related to other intangible assets as of September 30, 2021 or December 31, 2020.

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7. Earnings Per Share (“EPS”)

Basic EPS represents income available to common shareholders divided by the weighted-average number of common shares outstanding during the period. Diluted EPS reflects the potential dilution that could occur if securities or other contracts to issue common shares (such as stock options) were exercised or converted into additional common shares that would then share in the earnings of the entity. Diluted EPS is computed by dividing net income attributable to common shareholders by the weighted-average number of common shares outstanding for the period, plus the effect of potential dilutive common share equivalents computed using the treasury stock method. There were no securities that had a dilutive effect during the three and nine months ended September 30, 2021, and therefore the weighted-average common shares outstanding used to calculate both basic and diluted EPS are the same. Shares held by the Employee Stock Ownership Plan (“ESOP”) that have not been allocated to employees in accordance with the terms of the ESOP, referred to as “unallocated ESOP shares,” are not deemed outstanding for earnings per share calculations. Earnings per share data is not applicable for the three and nine months ended September 30, 2020 as the Company had no shares outstanding.

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

All unallocated ESOP shares have been excluded from the calculation of basic and diluted EPS.

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

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

As of September 30, 2021 and December 31, 2020, the Company had $85.5 million and $59.8 million, respectively, in tax credit investments that were included in other assets in the consolidated balance sheets.

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

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

	As of September 30, 2021		As of December 31, 2020
	(In thousands)
Current recorded investment included in other assets	$	82,533	$	58,504
Commitments to fund qualified affordable housing projects included in recorded investment noted above	49,611		31,487

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

	For the Three Months Ended September 30,				For the Nine Months Ended September 30,
	2021		2020		2021		2020
	(In thousands)
Tax credits and benefits recognized	$	1,730	$	1,539	$	4,717	$	4,597
Amortization expense included in income tax expense	1,496		1,263		4,255		3,715

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 on the consolidated balance sheet and totaled $3.0 million and $1.2 million as of September 30, 2021 and December 31, 2020, respectively. There were no outstanding commitments related to these investments as of September 30, 2021. There was $1.7 million in outstanding commitments related to these investments as of December 31, 2020.

During the three months ended September 30, 2020, in reviewing its tax credit equity investments for impairment, the Company identified an immaterial correction to the investment balances primarily related to prior periods. Accordingly, during the three months ended September 30, 2020, the Company wrote off $7.6 million of the tax credit equity investment balances as a component of noninterest expense and other assets to reflect the remaining benefits from these investments. Management evaluated the correction in relation to the three and nine months ended September 30, 2020, as well as the preceding periods in which it originated and believes this correction is immaterial to both the consolidated quarterly and previous annual financial statements. During the three and nine months ended September 30, 2021, the Company performed a similar review and, accordingly, recorded an impairment and (recovery of) impairment as a result of management’s review of its tax credit equity investments for impairment of $1.1 million and $(0.3) million, respectively.

9. Employee Benefits

Conversion of Defined Benefit Pension Plan and Benefit Equalization Plan to Cash Balance Plan Design

Effective November 1, 2020, the Qualified Defined Benefit Pension Plan (“Defined Benefit Plan”) and the Non-Qualified Benefit Equalization Plan (“BEP”) sponsored by the Company were amended to convert the plans from a traditional final average earnings plan design to a cash balance plan design. Benefits earned under the final average earnings plan design were frozen at October 31, 2020. Starting November 1, 2020, future benefits are earned under the cash balance plan design. Under the cash balance plan design, hypothetical account balances are established for each participant and pension benefits are generally stated as the lump sum amount in that hypothetical account. Contribution credits equal to a percentage of a participant’s annual compensation (if the participant works at least 1,000 hours during the year) and interest credits equal to the greater of the 30-Year Treasury rate for September preceding the current plan year or 3.5% are added to a participant’s account each year. For employees hired prior to November 1, 2020, annual contribution credits generally increase as the participant remains employed with the Company. Employees hired on and after November 1, 2020 receive annual contribution credits equal to 5% of annual compensation, with no future increases. Notwithstanding the preceding sentence, since a cash balance plan is a defined benefit plan, the annual retirement benefit payable at normal retirement (age 65) is an annuity, which is the actuarial equivalent of the participant’s account balance under the cash balance plan design, plus their frozen benefit under the final average earnings plan design. However, under the Defined Benefit Plan, participants may elect, with the consent of their spouses if they are married, to have the benefits distributed as a lump sum rather than an annuity. The lump sum is equal to the sum of the actuarial equivalent of their frozen benefit under the final average earnings plan design, plus their cash balance account. Under the BEP, benefits are generally only payable as a lump sum, which is equal to the sum of the actuarial equivalent of their frozen benefit under the final average earnings plan design, plus their cash balance account.

Pension Plans

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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. 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.

The Company has an unfunded Defined Benefit Supplemental Executive Retirement Plan (“DB SERP”) that provides certain retired and currently employed officers 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, the aforementioned BEP, to provide retirement benefits to certain employees whose retirement benefits under the qualified pension plan are limited per the Internal Revenue Code. The BEP has a plan year end of October 31.

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

Components of Net Periodic Benefit Cost

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

	Three Months Ended September 30,				Nine Months Ended September 30,
	2021		2020		2021		2020
	(In thousands)
Components of net periodic benefit cost:
Service cost	$	7,896	$	6,231	$	23,690	$	18,694
Interest cost	1,269		2,617		3,805		7,849
Expected return on plan assets	(8,141)		(7,427)		(24,424)		(22,277)
Past service cost	(2,945)		7		(8,835)		19
Recognized net actuarial loss	3,537		2,361		10,612		7,082
Net periodic benefit cost	$	1,616	$	3,789	$	4,848	$	11,367

Service costs for the Defined Benefit Plan, the BEP, and the DB SERP are recognized within salaries and employee benefits in the statement of income. Service costs for the ODRCP are recognized within professional services in the statement of income. The remaining components of net periodic benefit cost are recognized in other noninterest expense in the statement of income. The Company’s non-service cost expenses for the Defined Benefit Plan and the BEP decreased by $3.8 million for the three months ended September 30, 2021 compared to the three months ended September 30, 2020 and decreased by $11.5 million for the nine months ended September 30, 2021 compared to the nine months ended September 30, 2020. This was primarily due to the conversion of the Company's Defined Benefit Plan and BEP from a traditional final average earnings plan design to a cash balance plan design.

In accordance with the Pension Protection Act, the Company was not required to make any contributions to the Defined Benefit Plan for the plan year beginning November 1, 2020, and did not make any contributions to the Defined Benefit Plan during the nine months ended September 30, 2021. During the three months ended September 30, 2020, there were no contributions made to the Defined Benefit Plan. During the nine months ended September 30, 2020, the Company made contributions to the Defined Benefit Plan of $32.5 million.

Rabbi Trust Variable Interest Entity

The Company established a rabbi trust 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 trust is considered a variable interest entity (“VIE”) as the equity investment at risk is insufficient to permit the trust to finance its activities without additional subordinated financial support from the Company. The Company is considered the primary beneficiary of the rabbi trust as it has the power to direct the activities of the rabbi trust that significantly affect the rabbi trust’s economic performance and it has the obligation to absorb losses of the rabbi trust that could potentially be significant to the rabbi trust by virtue of its contingent call options on the rabbi trust’s assets in the event of the Company’s bankruptcy. As the primary beneficiary of this VIE, 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

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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 sheet. Changes in fair value are recorded in noninterest income. At September 30, 2021 and December 31, 2020 the amount of rabbi trust investments at fair value were $98.2 million and $91.7 million, respectively.

Investments in rabbi trust accounts are recorded at fair value within the Company's consolidated balance sheets with changes in fair value recorded through noninterest income. 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, 2021						As of December 31, 2020
	Book Value		Mark-to-Market		Fair Value		Book Value		Mark-to-Market		Fair Value
Asset Type	(In thousands)
Cash and cash equivalents	$	4,476	$	—	$	4,476	$	5,157	$	—	$	5,157
Equities	65,670		19,880		85,550		59,235		19,492		78,727
Fixed income	7,976		172		8,148		7,441		358		7,799
Total assets	$	78,122	$	20,052	$	98,174	$	71,833	$	19,850	$	91,683

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

Substantially all of the Company’s commitments to extend credit, which normally have fixed expiration dates or termination clauses, are contingent upon customers maintaining specific credit standards at the time of loan funding. Standby letters of credit are conditional commitments issued by the Company to guarantee the performance of a customer to a third party. In the event the customer does not perform in accordance with the terms of agreement with the third party, the Company would be required to fund the commitment. The maximum potential amount of future payments the Company could be required to make is represented by the contractual amount of the commitment. The credit risk involved in issuing letters of credit is essentially the same as that involved in extending loan facilities to customers. For forward loan sale commitments, the contract or notional amount does not represent exposure to credit loss. The Company does not sell loans with recourse.

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

	As of September 30, 2021		As of December 31, 2020
	(In thousands)
Commitments to extend credit	$	4,387,306	$	3,818,952
Standby letters of credit	58,734		60,221
Forward commitments to sell loans	49,105		41,160

Other Contingencies

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

In the second quarter of 2021, the Company entered into a preliminary settlement of 2 purported class action matters concerning overdraft and nonsufficient funds fees. The matters were filed in the Massachusetts Superior Court in

36

November 2019 and April 2021, respectively, and are expected to be consolidated into one matter for final settlement purposes. As of September 30, 2021, the Company estimated the settlement expense, including related costs, to be $3.3 million.

As a member of the Federal Reserve System, the Bank is required to maintain certain reserves of vault cash and/or deposits with the Federal Reserve Bank of Boston (the “FRBB”). However, in response to the COVID-19 pandemic, the Federal Reserve temporarily eliminated reserve requirements and therefore there was no minimum reserve requirement as of either September 30, 2021 or December 31, 2020.

11. Derivative Financial Instruments

The Company uses derivative financial instruments to manage its interest rate risk resulting from the differences in the amount, timing, and duration of known or expected cash receipts and known or expected cash payments. Additionally, the Company enters into interest rate derivatives and foreign exchange contracts to accommodate the business requirements of its customers (“customer-related positions”) and risk participation agreements entered into as financial guarantees of performance on customer-related interest rate swap derivatives. Derivative instruments are carried at fair value in the Company’s financial statements. The accounting for changes in the fair value of a derivative instrument is dependent upon whether or not 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.

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 may enter into interest rate swaps in which it pays floating and receives fixed interest in order to manage its interest rate risk exposure to the variability in interest cash flows on certain floating-rate commercial loans. For interest rate swaps that are accounted for as cash flow hedges, changes in fair value are included in other comprehensive income and reclassified into net income in the same period or periods during which the hedged forecasted transaction affects net income. As of September 30, 2021 and December 31, 2020, the Company does not have any active interest rate swaps which qualify as cash flow hedges for accounting purposes.

Due to the phase-out, and eventual discontinuation, of the LIBOR, central clearinghouses have begun to transition to alternative rates for valuation purposes. As of October 16, 2020, the Company changed its valuation methodology to reflect changes made by the Chicago Mercantile Exchange (“CME”), through which the Company clears derivative financial instruments that are eligible for clearing. The changes from the CME changed the discounting methodology and interest calculation of cash margin from overnight index swap to secured overnight financing rate (also known as SOFR) for U.S. dollar cleared interest rate swaps. The Company believes that its improvements to its valuation methodology will result in valuations for cleared interest rate swaps that better reflect prices obtainable in the markets in which the Company transacts. The changes in valuation methodology were applied prospectively as a change in accounting estimate and are immaterial to the Company’s financial statements.

The following table presents the pre-tax impact of terminated cash flow hedges on accumulated other comprehensive income (“AOCI”) for the three and nine months ended September 30, 2021 and September 30, 2020:

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	For the Three Months Ended September 30,				For the Nine Months Ended September 30,
	2021		2020		2021		2020
	(In thousands)
Unrealized gains on terminated hedges included in AOCI – beginning of respective period	$	24,980	$	30,579	$	41,473	$	—
Unrealized gains on terminated hedges arising during the period	—		26,410		—		57,362
Reclassification adjustments for amortization of unrealized (gains) into net income	(7,851)		(7,036)		(24,344)		(7,409)
Unrealized gains on terminated hedges included in AOCI – September 30	$	17,129	$	49,953	$	17,129	$	49,953

The balance of terminated cash flow hedges in AOCI will be amortized into earnings through January 2023. The Company expects approximately $16.5 million to be reclassified into interest income from other comprehensive income related to the Company’s terminated cash flow hedges in the next 12 months as of September 30, 2021.

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 by either the customer or the dealer because these contracts are simultaneously matched at inception with an offsetting transaction.

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 by either the customer or the other counterparty. Neither the Company nor the correspondent-bank counterparty are required to post collateral but each has established foreign-currency transaction limits to manage the exposure risk. The Company requires its customers to post collateral to minimize risk exposure.

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

	September 30, 2021
	Number of Positions	Total Notional
	(Dollars in thousands)
Interest rate swaps	510	$	3,169,358
Risk participation agreements	66	263,847
Foreign exchange contracts:
Matched commercial customer book	52	6,516
Foreign currency loan	4	9,977

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	December 31, 2020
	Number of Positions	Total Notional
	(Dollars in thousands)
Interest rate swaps	576	$	3,652,385
Risk participation agreements	70	287,732
Foreign exchange contracts:
Matched commercial customer book	40	4,242
Foreign currency loan	3	10,798

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.

The table below presents the fair value of the Company’s derivative financial instruments, as well as their classification on the consolidated balance sheet for the periods indicated. There were no derivatives designated as hedging instruments at September 30, 2021 or December 31, 2020.

	Asset Derivatives					Liability Derivatives
	Balance Sheet Location	Fair Value at September 30, 2021		Fair Value at December 31, 2020		Balance Sheet Location	Fair Value at September 30, 2021		Fair Value at December 31, 2020
	(In thousands)
Derivatives not designated as hedging instruments
Customer-related positions:
Interest rate swaps	Other assets	$	80,102	$	141,822	Other liabilities	$	25,274	$	42,600
Risk participation agreements	Other assets	347		722		Other liabilities	594		1,230
Foreign currency exchange contracts - matched customer book	Other assets	44		90		Other liabilities	31		77
Foreign currency exchange contracts - foreign currency loan	Other assets	120		9		Other liabilities	—		69
Total		$	80,613	$	142,643		$	25,899	$	43,976

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

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	Three Months Ended September 30,				Nine Months Ended September 30,
	2021		2020		2021		2020
	(In thousands)
Derivatives designated as hedges:
(Loss) gain in OCI on derivatives	$	—	$	(142)	$	—	$	46,869
Gain reclassified from OCI into interest income (effective portion)	$	7,851	$	8,405	$	24,344	$	18,651
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 (loss) recognized in interest rate swap income	$	832	$	904	$	4,596	$	(6,063)
(Loss) gain recognized in interest rate swap income for risk participation agreements	(4)		11		260		(370)
Gain (loss) recognized in other income for foreign currency exchange contracts:
Matched commercial customer book	8		(86)		—		(17)
Foreign currency loan	72		149		181		179
Total gain (loss) for derivatives not designated as hedges	$	908	$	978	$	5,037	$	(6,271)

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

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

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

Cleared derivative transactions are with CME and exposure is settled to market daily, with additional credit exposure related to initial-margin collateral pledged to CME at trade execution. At September 30, 2021, the Company had no exposure to CME for settled variation margin in excess of the customer-related interest rate swap termination values. At December 31, 2020, the Company’s exposure to CME for settled variation margin in excess of the customer-related interest rate swap termination values was less than $0.1 million. In addition, at September 30, 2021 and December 31, 2020, the Company had posted initial-margin collateral in the form of a U.S. Treasury note amounting to $49.4 million and $60.4 million, respectively, to CME for these derivatives. The U.S. Treasury note was considered a restricted asset and was included in available for sale securities within the Company's consolidated balance sheets.

At September 30, 2021 and December 31, 2020 the fair value of all customer-related interest rate swap derivatives with credit-risk related contingent features that were in a net liability position, which includes accrued interest but excludes any adjustment for nonperformance risk, totaled $21.7 million and $42.6 million, respectively. The Company has minimum collateral posting thresholds with its customer-related interest rate swap derivative correspondent-bank counterparties to the extent that the Company has a liability position with the correspondent-bank counterparties. At September 30, 2021 and December 31, 2020, the Company had posted collateral in the form of cash amounting to $27.8 million and $49.2 million, respectively, which was considered to be a restricted asset and was included in other short-term investments within the Company's consolidated balance sheets. If the Company had breached any of these provisions at September 30, 2021 or December 31, 2020, it would have been required to settle its obligations under the agreements at the termination value. In

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addition, the Company had cross-default provisions with its commercial customer loan agreements which provide cross-collateralization with the customer loan collateral.

12. Balance Sheet Offsetting

Certain financial instruments, including derivatives, may be eligible for offset in the 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 required to be maintained at dealer banks by the Company is monitored and adjusted as necessary. As of September 30, 2021 and December 31, 2020, it was determined that no additional collateral would have to be posted to immediately settle these instruments.

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

	As of September 30, 2021
	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
Customer-related positions:
Interest rate swaps	$	80,102	$	—	$	80,102	$	859	$	—	$	79,243
Risk participation agreements	347		—		347		—		—		347
Foreign currency exchange contracts – matched customer book	44		—		44		—		—		44
Foreign currency exchange contracts – foreign currency loan	120		—		120		—		—		120
	$	80,613	$	—	$	80,613	$	859	$	—	$	79,754
Derivative Liabilities
Customer-related positions:
Interest rate swaps	$	25,274	$	—	$	25,274	$	859	$	24,415	$	—
Risk participation agreements	594		—		594		—		—		594
Foreign currency exchange contracts – matched customer book	31		—		31		—		—		31
Foreign currency exchange contracts – foreign currency loan	—		—		—		—		—		—
	$	25,899	$	—	$	25,899	$	859	$	24,415	$	625

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	As of December 31, 2020
	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
Customer-related positions:
Interest rate swaps	$	141,822	$	—	$	141,822	$	48	$	—	$	141,774
Risk participation agreements	722		—		722		—		—		722
Foreign currency exchange contracts – matched customer book	90		—		90		—		(1)		89
Foreign currency exchange contracts – foreign currency loan	9		—		9		—		—		9
	$	142,643	$	—	$	142,643	$	48	$	(1)	$	142,594
Derivative Liabilities
Customer-related positions:
Interest rate swaps	$	42,600	$	—	$	42,600	$	48	$	42,552	$	—
Risk participation agreements	1,230		—		1,230		—		—		1,230
Foreign currency exchange contracts – matched customer book	77		—		77		—		—		77
Foreign currency exchange contracts – foreign currency loan	69		—		69		—		—		69
	$	43,976	$	—	$	43,976	$	48	$	42,552	$	1,376

13. Fair Value of Assets and Liabilities

The Company uses 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 the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Fair value is best determined based upon quoted market prices. However, in many instances, there are no quoted market prices for the Company’s various financial instruments. In cases where quoted market prices are not available, fair values are based on estimates using present value or other valuation techniques. Those techniques are significantly affected by the assumptions used, including the discount rate and estimates of future cash flows. Accordingly, the fair value estimates may not be realized in an immediate settlement of the instrument.

Fair value is a market-based measure considered from the perspective of a market participant rather than an entity-specific measure. Therefore, even when market assumptions are not readily available, the Company’s own assumptions are set to reflect those that the Company believes market participants would use in pricing the asset or liability at the measurement date. The Company uses prices and inputs that are current as of the measurement date, including during periods of market dislocation. In periods of market dislocation, the observability of prices and inputs may be reduced for many instruments. This condition could cause an instrument to be reclassified from Level 1 to Level 2 or from Level 2 to Level 3.

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

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

Cash and Cash Equivalents

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

Available for Sale Securities

Available for sale securities recorded at fair value consisted of U.S. Treasury securities, U.S. government-sponsored residential and commercial mortgage-backed securities, U.S. Agency bonds, and state and municipal bonds.

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

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

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

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

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

Loans Held for Sale

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

Loans

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

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

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

Loans that are deemed to be impaired 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.

Loans are classified as Level 3 since the valuation methodology utilizes significant unobservable inputs.

FHLB Stock

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

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Rabbi Trust Investments

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

The fair value of other U.S. government agency obligations was estimated using either a matrix or benchmarks. The inputs used include benchmark yields, reported trades, broker/dealer quotes, and issuer spreads. These securities were categorized as Level 2 given the use of observable inputs. The equity securities, mutual funds and other exchange-traded funds were valued based on quoted prices from the market. The equities, mutual funds and exchange-traded funds traded in an active market were categorized as Level 1 as they were valued based upon quoted prices from the market. Mutual funds at net asset value amounted to $55.1 million at September 30, 2021 and $53.9 million at December 31, 2020. There were no redemption restrictions on these mutual funds at the end of any period presented.

Bank-Owned Life Insurance

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

Deposits

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

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

FHLB Advances

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

Escrow Deposits of Borrowers

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

Interest Rate Swaps

The fair value of interest rate swaps was determined using discounted cash flow analysis on the expected cash flows of the interest rate swaps. This analysis reflects the contractual terms of the interest rate swaps, including the period of maturity, and uses observable market-based inputs, including interest rate curves and implied volatility. In addition, for customer-related interest rate swaps, the analysis reflects a credit valuation adjustment to reflect the Company’s own non-performance risk and the respective counterparty’s non-performance risk in the fair value measurements. The majority of inputs used to value its interest rate swaps fall within Level 2 of the fair value hierarchy, but the credit valuation adjustments associated with the interest rate swaps utilize Level 3 inputs, such as estimates of current credit spreads to evaluate the likelihood of default by the Company and its counterparties. However, at September 30, 2021 and December 31, 2020, 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

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The fair value of risk participations was determined based upon the total expected exposure of the derivative which considers the present value of cash flows discounted using market-based inputs and were therefore categorized as Level 2 within the fair value hierarchy. The fair value also included a credit valuation adjustment which evaluates the credit risk of its 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.

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Fair Value of Assets and Liabilities Measured on a Recurring Basis

The following tables present the balances of assets and liabilities measured at fair value on a recurring basis as of September 30, 2021 and December 31, 2020:

			Fair Value Measurements at Reporting Date Using
	Balance as of September 30, 2021		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Description
	(In thousands)
Assets
Securities available for sale
Government-sponsored residential mortgage-backed securities	$	4,073,368	$	—	$	4,073,368	$	—
Government-sponsored commercial mortgage-backed securities	431,009		—		431,009		—
U.S. Agency bonds	841,283		—		841,283		—
U.S. Treasury securities	69,182		69,182		—		—
State and municipal bonds and obligations	274,470		—		274,470		—
Rabbi trust investments	98,174		90,026		8,148		—
Loans held for sale	1,757		—		1,757		—
Interest rate swap contracts
Customer-related positions	80,102		—		80,102		—
Risk participation agreements	347		—		347		—
Foreign currency forward contracts
Matched customer book	44		—		44		—
Foreign currency loan	120		—		120		—
Total	$	5,869,856	$	159,208	$	5,710,648	$	—
Liabilities
Interest rate swap contracts
Customer-related positions	$	25,274	$	—	$	25,274	$	—
Risk participation agreements	594		—		594		—
Foreign currency forward contracts
Matched customer book	31		—		31		—
Foreign currency loan	—		—		—		—
Total	$	25,899	$	—	$	25,899	$	—

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			Fair Value Measurements at Reporting Date Using
Description	Balance as of December 31, 2020		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	$	2,148,800	$	—	$	2,148,800	$	—
Government-sponsored commercial mortgage-backed securities	17,081		—		17,081		—
U.S. Agency bonds	666,709		—		666,709		—
U.S. Treasury securities	70,369		70,369		—		—
State and municipal bonds and obligations	280,902		—		280,902		—
Rabbi trust investments	91,683		83,884		7,799		—
Loans held for sale	1,140		—		1,140		—
Interest rate swap contracts
Customer-related positions	141,822		—		141,822		—
Risk participation agreements	722		—		722		—
Foreign currency forward contracts
Matched customer book	90		—		90		—
Foreign currency loan	9		—		9		—
Total	$	3,419,327	$	154,253	$	3,265,074	$	—
Liabilities
Interest rate swap contracts
Customer-related positions	$	42,600	$	—	$	42,600	$	—
Risk participation agreements	1,230		—		1,230		—
Foreign currency forward contracts
Matched customer book	77		—		77		—
Foreign currency loan	69		—		69		—
Total	$	43,976	$	—	$	43,976	$	—

There were no transfers to or from Level 1, 2 and 3 during the nine months ended September 30, 2021 and year ended December 31, 2020.

The Company held no assets or liabilities measured at fair value on a recurring basis using significant unobservable inputs (Level 3) as of September 30, 2021 or December 31, 2020.

Fair Value of Assets and Liabilities Measured on a Nonrecurring Basis

The Company may also be required, from time to time, to measure certain other assets on a nonrecurring basis in accordance with generally accepted accounting principles. The following tables summarize the fair value of assets and liabilities measured at fair value on a nonrecurring basis, as of September 30, 2021 and December 31, 2020.

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			Fair Value Measurements at Reporting Date Using
Description	Balance as of September 30, 2021		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	$	15,484	$	—	$	—	$	15,484

			Fair Value Measurements at Reporting Date Using
Description	Balance as of December 31, 2020		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	$	11,036	$	—	$	—	11,036

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

Disclosures about Fair Value of Financial Instruments

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

					Fair Value Measurements at Reporting Date Using
Description	Carrying Value as of September 30, 2021		Fair Value as of September 30, 2021		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
	(In thousands)
Assets
Loans, net of allowance for loan losses	$	9,378,060	$	9,512,887	$	—	$	—	$	9,512,887
FHLB stock	10,601		10,601		—		10,601		—
Bank-owned life insurance	79,259		79,259		—		79,259		—
Liabilities
Deposits	$	13,649,964	$	13,649,818	$	—	$	13,649,818	$	—
FHLB advances	14,172		13,728		—		13,728		—
Escrow deposits from borrowers	15,900		15,900		—		15,900		—

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					Fair Value Measurements at Reporting Date Using
Description	Carrying Value as of December 31, 2020		Fair Value as of December 31, 2020		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
	(In thousands)
Assets
Loans, net of allowance for loan losses	$	9,593,958	$	9,779,195	$	—	$	—	$	9,779,195
FHLB stock	8,805		8,805		—		8,805		—
Bank-owned life insurance	78,561		78,561		—		78,561		—
Liabilities
Deposits	$	12,155,784	$	12,155,843	$	—	$	12,155,843	$	—
FHLB advances	14,624		14,434		—		14,434		—
Escrow deposits from borrowers	13,425		13,425		—		13,425		—

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

14. Revenue from Contracts with Customers

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

1.Identify the contract(s) with the customers

2.Identify the performance obligations

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.

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.

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

	Three Months Ended September 30,				Nine Months Ended September 30,
	2021		2020		2021		2020
	(In thousands)
Insurance commissions	$	21,956	$	21,884	$	73,767	$	72,058
Service charges on deposit accounts	5,935		5,052		17,010		15,514
Trust and investment advisory fees	6,310		5,311		18,047		15,600
Debit card processing fees	3,030		2,721		8,949		7,528
Other noninterest income	2,318		1,689		6,233		5,226
Total noninterest income in-scope of ASC 606	39,549		36,657		124,006		115,926
Total noninterest income out-of-scope of ASC 606	3,660		11,052		20,148		12,809
Total noninterest income	$	43,209	$	47,709	$	144,154	$	128,735

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

Insurance Commissions

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

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

Insurance commissions earned but not yet received amounted to $14.0 million as of September 30, 2021, and $15.8 million as of December 31, 2020, 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 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.

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Cash management services are a subset of the deposit service charges revenue stream. These services include automated clearing house, or ACH, transaction processing, positive pay, lockbox, and remote deposit services. These services are also governed by separate agreements entered into by the customer. The fee arrangement for these services is structured as a fixed fee per transaction which may be offset by earnings credits. An earnings credit is a discount that a customer receives based upon the investable balance in the applicable covered deposit account(s) for a given month. Earnings credits are only good for the given month. That is, if cash management fees for a given month are less than the month’s earnings credit, the remainder of the credit does not carry over to the following month. Cash management fees are recognized as revenue in the month that the services are provided. Cash management fees earned but not yet received amounted to $0.9 million and $1.0 million as of September 30, 2021 and December 31, 2020 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 12-month period. Fees for additional or special services are generally fixed in nature and are charged as services are rendered. All revenue is recognized in correlation to the monthly management fee determinations or as transactional services are provided.

Debit Card Processing Fees

The Company provides debit cards to its customers which are authorized and settled through various card payment networks, and in exchange, the Company earns revenue as determined by each payment network’s interchange program. Regardless of the network that is utilized to authorize and settle the payment, the merchant that provides the product or service to the debit card holder is ultimately responsible for the interchange payment to the Company. Debit card processing fees are 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, 2021 and December 31, 2020 and were included in other assets.

Other Noninterest Income

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

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15. Other Comprehensive Income

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

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

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

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	Three Months Ended September 30, 2020						Nine Months Ended September 30, 2020
	Pre Tax Amount		Tax Benefit (Expense)		After Tax Amount		Pre Tax Amount		Tax (Expense) Benefit		After Tax Amount
	(In thousands)
Unrealized (losses) gains on securities available for sale:
Change in fair value of securities available for sale	$	(5,563)	$	1,242	$	(4,321)	$	28,750	$	(6,370)	$	22,380
Less: reclassification adjustment for gains included in net income	—		—		—		285		(63)		222
Net change in fair value of securities available for sale	(5,563)		1,242		(4,321)		28,465		(6,307)		22,158
Unrealized (losses) gains on cash flow hedges:
Change in fair value of cash flow hedges	(142)		40		(102)		46,869		(13,175)		33,694
Less: net cash flow hedge gains reclassified into interest income(1)	8,405		(2,363)		6,042		18,651		(5,243)		13,408
Net change in fair value of cash flow hedges	(8,547)		2,403		(6,144)		28,218		(7,932)		20,286
Defined benefit pension plans:
Change in actuarial net loss	—		—		—		—		—		—
Less: amortization of actuarial net loss	(2,361)		664		(1,697)		(7,082)		1,990		(5,092)
Less: amortization of prior service cost	(7)		2		(5)		(19)		5		(14)
Net change in other comprehensive income for defined benefit postretirement plans	2,368		(666)		1,702		7,101		(1,995)		5,106
Total other comprehensive (loss) income	$	(11,742)	$	2,979	$	(8,763)	$	63,784	$	(16,234)	$	47,550

(1)Includes amortization of $5.1 million and $5.3 million of the remaining balance of realized but unrecognized gains, net of tax, on terminated cash flow hedges for the three and nine months ended September 30, 2020, respectively. The original realized gain of $41.2 million, net of tax, will be recognized in earnings through January 2023. The balance of this gain had amortized to $35.9 million, net of tax, at September 30, 2020.

The following table illustrates the changes in the balances of each component of accumulated other comprehensive income (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, 2021	$	45,672	$	29,815	$	(21,253)	$	54,234
Other comprehensive loss before reclassifications	(70,177)		—		—		(70,177)
Less: Amounts reclassified from accumulated other comprehensive income	909		17,501		(1,278)		17,132
Net current-period other comprehensive (loss) income	(71,086)		(17,501)		1,278		(87,309)
Ending Balance: September 30, 2021	$	(25,414)	$	12,314	$	(19,975)	$	(33,075)
Beginning Balance: January 1, 2020	$	21,798	$	15,624	$	(81,269)	$	(43,847)
Other comprehensive income before reclassifications	22,380		33,694		—		56,074
Less: Amounts reclassified from accumulated other comprehensive income (loss)	222		13,408		(5,106)		8,524
Net current-period other comprehensive income	22,158		20,286		5,106		47,550
Ending Balance: September 30, 2020	$	43,956	$	35,910	$	(76,163)	$	3,703

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16. Segment Reporting

The Company’s primary reportable segment is its banking business, which offers a range of commercial, retail, wealth management and banking services, and consists primarily of attracting deposits 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, the Company has an insurance agency business reportable segment, which consists 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 the insurance agency business consists primarily of commissions on sales of insurance products and services.

Results of operations and selected financial information by segment and reconciliation to the consolidated financial statements as of and for the three months ended September 30, 2021 and 2020, and for the nine months ended September 30, 2021 and 2020, was as follows:

	As of and for the three months ended September 30,
	2021								2020
	Banking Business		Insurance Agency Business		Other / Eliminations		Total		Banking Business		Insurance Agency Business		Other / Eliminations		Total
	(In thousands)
Net interest income	$	102,691	$	—	$	—	$	102,691	$	98,742	$	—	$	—	$	98,742
(Release of) provision for loan losses	(1,488)		—		—		(1,488)		700		—		—		700
Net interest income after provision for loan losses	104,179		—		—		104,179		98,042		—		—		98,042
Noninterest income	20,783		22,508		(82)		43,209		25,288		22,571		(150)		47,709
Noninterest expense	80,474		19,538		(1,042)		98,970		91,509		19,506		(1,198)		109,817
Income before provision for income taxes	44,488		2,970		960		48,418		31,821		3,065		1,048		35,934
Income tax provision	10,471		841		—		11,312		6,561		868		—		7,429
Net income	$	34,017	$	2,129	$	960	$	37,106	$	25,260	$	2,197	$	1,048	$	28,505
Total assets	$	17,324,816	$	207,996	$	(71,589)	$	17,461,223	$	15,332,420	$	202,319	$	(74,145)	$	15,460,594
Total liabilities	$	14,051,100	$	52,420	$	(71,589)	$	14,031,931	$	13,761,414	$	59,953	$	(74,145)	$	13,747,222

	For the nine months ended September 30,
	2021								2020
	Banking Business		Insurance Agency Business		Other / Eliminations		Total		Banking Business		Insurance Agency Business		Other / Eliminations		Total
	(In thousands)
Net interest income	$	307,390	$	—	$	—	$	307,390	$	297,643	$	—	$	—	$	297,643
(Release of) provision for loan losses	(5,368)		—		—		(5,368)		37,900		—		—		37,900
Net interest income after provision for loan losses	312,758		—		—		312,758		259,743		—		—		259,743
Noninterest income	69,308		74,959		(113)		144,154		55,935		72,979		(179)		128,735
Noninterest expense	243,549		59,844		(3,039)		300,354		251,688		57,231		(3,165)		305,754
Income before provision for income taxes	138,517		15,115		2,926		156,558		63,990		15,748		2,986		82,724
Income tax provision	32,728		4,252		—		36,980		11,468		4,456		—		15,924
Net income	$	105,789	$	10,863	$	2,926	$	119,578	$	52,522	$	11,292	$	2,986	$	66,800

17. Subsequent Events

Equity Incentive Plan

On October 1, 2021, our Board of Directors approved the Eastern Bankshares Inc. 2021 Equity Incentive Plan (the “2021 Equity Plan”). The 2021 Equity Plan will become effective on November 29, 2021 if shareholders approve the 2021 Equity Plan at the special meeting of shareholders to be held on that date. The 2021 Equity Plan provides for the grant of restricted stock, restricted stock units, non-qualified stock options, and incentive stock options, any or all of which can be

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granted with performance-based vesting conditions. Incentive stock options may only be granted to employees of the Company’s subsidiaries and affiliates. No awards have been made under the 2021 Equity Plan. However, initial awards to our non-employee directors are set forth in the 2021 Equity Plan and will be self-executing on the day following the approval of the Plan by shareholders, if such approval is received. The estimated aggregate amount of the initial grants to non-employee directors is approximately $13.75 million which is comprised of an individual grant amount to each non-employee director that is not to exceed $1.25 million. These amounts are based upon the fair market value of the Company’s common stock on October 1, 2021. The actual value of the awards, and the number of shares underlying such awards, is not determinable as their value will depend upon the fair market value of the Company’s common stock on the date of the grant.

Share Repurchases

On October 28, 2021, the Company announced that its Board of Directors has approved a stock repurchase program pursuant to which the Company may purchase up to 9,337,900 shares, or 5% of the Company’s outstanding shares of common stock over a 12-month period. The authorization is contingent upon the non-objection from the Federal Reserve. The Company’s request for non-objection is pending. The Company is unable to predict whether the Federal Reserve will permit the Company to implement the proposed repurchase program in whole or part, whether the Federal Reserve will impose one or more related conditions on the Company, or the timing of such non-objection, if granted. If non-objection is granted by the Federal Reserve, repurchases will be made at management’s discretion from time to time at prices management considers to be attractive and in the best interests of both the Company and its shareholders, subject to the availability of shares, general market conditions, the trading price of the shares, alternative uses for capital, and the Company’s financial performance. Repurchases may be suspended, terminated or modified by the Company at any time for any reason.

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

This section is intended to assist in the understanding of the financial performance of the Company and its subsidiaries through a discussion of our financial condition at September 30, 2021, and our results of operations for the three and nine months ended September 30, 2021 and 2020. 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 2020 Form 10-K.

Forward-Looking Statements

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

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

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

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

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

•changes in customer behavior;

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

•turbulence in the capital and debt markets;

•changes in the rate of inflation of prices of goods and services in our market and nationally and changes in expectations regarding future inflation rates;

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•changes in interest rates;

•decreases in the value of securities and other assets;

•decreases in deposit levels necessitating increased borrowing to fund loans and investments;

•competitive pressures from other financial institutions;

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

•changes in regulation;

•reputational risks relating to the Company’s participation in the PPP 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;

•risks related to the implementation of acquisitions, dispositions, and restructurings, including the risk that acquisitions may not produce results at levels or within time frames originally anticipated;

•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 Part I, Item 1A of our 2020 Form 10-K, as updated by Part II, Item 1A “Risk Factors” of the Quarterly Report on Form 10-Q for the three months ended March 31, 2021 (“Q1 Form 10-Q”), and as may be further updated in our filings with the SEC from time to time.

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

Critical Accounting Policies and Estimates

Our discussion and analysis of our financial condition and results of operations is based upon our condensed consolidated financial statements, which have been prepared in accordance with GAAP. The preparation of these financial statements requires us to make estimates, judgments and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of income and expenses during the reporting periods. On an ongoing basis, we evaluate our estimates and assumptions. Our actual results could differ from these estimates. Our significant accounting policies are discussed in detail in our 2020 Form 10-K. There have been no material changes in critical accounting policies during the three and nine months ended September 30, 2021.

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 Consolidated Financial Statements and related notes, appearing elsewhere in this Quarterly Report on Form 10-Q.

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	As of September 30, 2021			As of December 31, 2020
	(Dollars in thousands, except per share data)
Selected Financial Position Data:
Total assets	$	17,461,223		$	15,964,190
Cash and cash equivalents	1,251,761			2,054,070
Securities available for sale	5,689,312			3,183,861
Loans, net of allowance for loan losses and unamortized premiums, net of unearned discounts and deferred fees	9,378,060			9,593,958
FHLB stock, at cost	10,601			8,805
Goodwill and other intangibles, net	379,772			376,534
Total liabilities	14,031,931			12,536,138
Total deposits	13,649,964			12,155,784
Total borrowings	30,072			28,049
Total shareholders’ equity	3,429,292			3,428,052
Non-performing loans	42,071			43,252
Non-performing assets	42,071			43,252
Per Share Data:
Book value	$	18.36		$	18.36
Tangible book value (1)	$	16.33		$	16.34
Capital Ratios:
Average equity to average assets	20.32		%	14.72		%
Total capital to risk weighted assets	28.33		%	29.61		%
Tier 1 capital to risk weighted assets	27.33		%	28.46		%
Common equity tier 1 capital to risk weighted assets	27.33		%	28.46		%
Tier 1 capital to average assets	18.18		%	19.53		%
Asset Quality Ratios:
Allowance for loan losses as a percentage of total loans	1.09		%	1.16		%
Allowance for loan losses as a percentage of non-performing loans	245.77		%	261.33		%
Non-performing loans as a percentage of total loans	0.44		%	0.45		%
Non-performing loans as a percentage of total assets	0.24		%	0.27		%
Total non-performing assets as a percentage of total assets	0.24		%	0.27		%

(1)Represents a non-GAAP financial measure. See “Non-GAAP Financial Measures” in this Part I, Item 2.

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	Three Months Ended September 30,						Nine Months Ended September 30,
	2021			2020			2021			2020
	(Dollars in thousands, except per share data)
Selected Operating Data:
Interest and dividend income	$	103,468		$	100,513		$	310,282		$	308,605
Interest expense	777			1,771			2,892			10,962
Net interest income	102,691			98,742			307,390			297,643
(Release of) provision for loan losses	(1,488)			700			(5,368)			37,900
Net interest income after provision for loan losses	104,179			98,042			312,758			259,743
Noninterest income	43,209			47,709			144,154			128,735
Noninterest expense	98,970			109,817			300,354			305,754
Income before income taxes	48,418			35,934			156,558			82,724
Provision for income taxes	11,312			7,429			36,980			15,924
Net income	$	37,106		$	28,505		$	119,578		$	66,800
Per Share Data:
Basic earnings per share	$	0.22		$	—		$	0.69		$	—
Diluted earnings per share	$	0.22		$	—		$	0.69		$	—
Performance Ratios:
Return on average assets (1) (6)	0.84		%	0.80		%	0.95		%	0.68		%
Return on average equity (2) (6)	4.27		%	6.65		%	4.67		%	5.34		%
Interest rate spread (FTE) (3) (6)	2.51		%	3.00		%	2.62		%	3.24		%
Net interest margin (FTE) (4) (6)	2.53		%	3.04		%	2.64		%	3.33		%
Noninterest expenses to average assets (6)	2.25		%	3.07		%	2.38		%	3.10		%
Efficiency ratio (5)	67.83		%	74.99		%	66.52		%	71.71		%
Average interest-earning assets to average interest-bearing liabilities	199.77		%	183.68		%	202.85		%	176.64		%

(1)Represents net income divided by average total assets.

(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.

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 $17.5 billion and $16.0 billion at September 30, 2021 and December 31, 2020, respectively. We are subject to comprehensive regulation and examination by the Massachusetts Commissioner of Banks, the FDIC, the Federal Reserve Board and the Consumer Financial Protection Bureau.

We manage our business under two business segments: our banking business, which contributed $123.5 million, or 84.6%, of our total income (pre-provision net interest and dividend income and noninterest income) for the three months ended September 30, 2021 and $376.7 million, or 83.4%, of our total income for the nine months ended September 30, 2021, and our insurance agency business, which contributed $22.5 million, or 15.4%, of our total income for the three months ended September 30, 2021 and $75.0 million, or 16.6%, of our total income for the nine months ended September 30, 2021. 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

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Management division. Our insurance agency business consists of insurance-related activities, acting as an independent agent in offering commercial, personal and employee benefits insurance products to individual and commercial clients.

Net income for the three and nine months ended September 30, 2021 computed in accordance with GAAP was $37.1 million and $119.6 million, respectively, as compared to $28.5 million and $66.8 million for the three and nine months ended September 30, 2020, respectively, representing an increase of 30.2% and 79.0%, respectively. This increase was largely driven by a decrease in the provision for the allowance for loan losses of $2.2 million and $43.3 million for the three and nine months ended September 30, 2021 compared to the three and nine months ended September 30, 2020, respectively, which is attributable to greater prior period provisions that resulted from the impact of the COVID-19 pandemic on the Bank’s borrowers during such periods, and current period releases of provisions for loans losses of $1.5 million and $5.4 million for the three and nine months ended September 30, 2021, respectively. These items are discussed further in the “Results of Operations” section below. Net income for the three and nine months ended September 30, 2021 and 2020 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, 2021 was $37.4 million and $121.0 million compared to operating net income for the three and nine months ended September 30, 2020 of $32.3 million and $70.5 million, respectively, representing a respective increase of 15.7% and increase of 71.6%. These increases were largely driven by the aforementioned change in the provision for the allowance for loan losses. See “Non-GAAP Financial Measures” below for a reconciliation of operating net income to GAAP net income.

Banking Business

Our banking business offers a range of commercial, retail, wealth management and banking services, 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 financial condition and results of operations of our banking business depend primarily on (i) attracting and retaining low cost, stable deposits, (ii) using those deposits to originate and acquire loans and earn net interest income and (iii) operating expenses incurred.

Lending Activities

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

Commercial Lending

•Commercial and industrial: Loans in this category consist of revolving and term loans extended to businesses and corporate enterprises for the purpose of financing working capital, facilitating equipment purchases and facilitating acquisitions. As of September 30, 2021 and December 31, 2020, we had total commercial and industrial loans of $1.7 billion and $2.0 billion, representing 17.4% and 20.6%, 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, 2021 and December 31, 2020, our SNC Program portfolio totaled $399.0 million and $425.1 million, or 24.1% and 21.3%, respectively, of our commercial and industrial portfolio, and 42.0% and 46.4%, 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 September 30, 2021 and December 31, 2020, our ABL Portfolio totaled $184.7 million and $134.5 million, or 11.2% and 6.7%, respectively, of our commercial and industrial portfolio. Our commercial and industrial portfolio also includes a portion of our PPP loans. As of September 30, 2021 and December 31, 2020, the amount of PPP loans included in our commercial and industrial portfolio was $215.7 million and $568.8 million, respectively.

•Commercial real estate: Loans in this category include mortgage loans on commercial real estate, both investment and owner occupied. As of September 30, 2021 and December 31, 2020, we had total commercial real estate loans of $3.8 billion and $3.6 billion, representing 40.3% and 36.8%, respectively, of our total loans. As of September 30, 2021, and December 31, 2020, owner occupied loans totaled $729.0 million and $694.6 million, representing 19.1% and 19.4%, respectively, of our commercial real estate loans. Collateral values are established by independent third-party appraisals and evaluations. The primary repayment sources

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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. As of September 30, 2021 and December 31, 2020, we had total commercial construction loans of $243.1 million and $305.7 million, representing 2.6% and 3.1%, 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 September 30, 2021 and December 31, 2020, we had total business banking loans of $1.2 billion and $1.3 billion, respectively, representing 12.9% and 13.8% of our total loans for each period end, respectively. In this category, commercial and industrial loans and commercial real estate loans totaled $501.9 million and $723.6 million, respectively, as of September 30, 2021, and $675.1 million and $664.1 million, respectively, as of December 31, 2020. Business banking originations include traditionally underwritten loans as well as partially automated scored loans. Our proprietary decision matrix, which includes a number of quantitative factors including, but not limited to, a guarantor’s credit score, industry risk, and time in business, is used to determine whether to make business banking loans. We also engage in SBA lending. SBA guarantees reduce our risk of loss when default occurs and are considered a credit enhancement to the loan structure. Our business banking portfolio also includes a portion of our PPP loans which are included in the aforementioned commercial and industrial business banking total. As of September 30, 2021 and December 31, 2020, the amount of PPP loans included in our business banking portfolio was $318.3 million and $457.4 million, respectively.

Residential Lending

•Residential real estate: Loans in this category consist of mortgage loans on residential real estate. As of September 30, 2021 and December 31, 2020, we had total residential loans of $1.5 billion and $1.4 billion, respectively, representing 15.7% and 14.1%, 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 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 nine months ended September 30, 2021, residential real estate mortgage originations were $232.1 million and $743.5 million, respectively, of which $67.8 million and $171.1 million, respectively, were sold on the secondary markets. Comparatively, during the three and nine months ended September 30, 2020, residential real estate mortgage originations were $198.9 million and $582.8 million, respectively, of which $102.5 million and $307.0 million, respectively, were sold on the secondary markets. We generally do not continue to service residential loans that we sell in the secondary market.

Consumer Lending

•Consumer home equity: Loans in this category consist of home equity lines of credit and home equity loans. As of September 30, 2021 and December 31, 2020, we had total consumer home equity loans of $848.6 million and $868.3 million, representing 8.9% and 8.9%, 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 the residential real estate category. Collateral consists of a senior or subordinate lien on owner-occupied residential property.

•Other consumer: Loans in this category consist of unsecured personal lines of credit, overdraft protection, automobile and aircraft loans, home improvement loans and other personal loans. As of September 30, 2021 and December 31, 2020, we had total other consumer loans of $218.4 million and $277.8 million, representing 2.3% and 2.9%, respectively, of our total loans. Our policy and underwriting in this category

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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 $67.1 million and $126.7 million of automobile loans, respectively, at September 30, 2021 and December 31, 2020.

Other Banking Products and Services

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

Other Commercial Banking Products

•We offer a variety of deposit, treasury management, electronic banking, interest rate protection and foreign exchange products to our customers. 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 products include a variety of cash management and payment products. Our interest rate protection and foreign exchange products include interest rate swaps and currency related transactions. As of September 30, 2021 and December 31, 2020, our total commercial deposits were $5.2 billion and $4.4 billion, respectively. During the three and nine months ended September 30, 2021 our commercial noninterest income was $4.1 million and $12.4 million, respectively, compared to $4.6 million and $13.0 million for the three and nine months ended September 30, 2020, respectively.

Other Consumer Deposit Products

•We offer a wide variety of deposit products and services to our consumer customers. We service these customers through our 86 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 September 30, 2021 and December 31, 2020, we held $3.1 billion and $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 included in this Quarterly Report on Form 10-Q. For the three and nine months ended September 30, 2021, we had noninterest income of $6.3 million and $18.0 million, respectively, from providing these services compared to $5.3 million and $15.6 million, respectively, for the three and nine months ended September 30, 2020.

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 to individual and commercial clients through our wholly-owned agency, Eastern Insurance Group. Our insurance products include commercial property and liability, workers compensation, life, accident and health and automobile insurance. We also offer a wide range of employee benefits products and services, including professional advice related to health care cost management, employee engagement and executive services. As an agency business, we do not assume any underwriting or insurance risk. The commissions we earn on the sale of these insurance products and services is the most significant portion of our noninterest income, representing $22.0 million and $73.8 million, respectively, or 50.8% and 51.2%, respectively of our noninterest income during the three and nine months ended September 30, 2021. Comparatively, such income represented $21.9 million and $72.1 million, or 45.9% and 56.0%, respectively, of our noninterest income during the three and nine months ended September 30, 2020. Our insurance business operates through 24 non-branch offices located primarily in eastern Massachusetts and had 406 full-time equivalent employees as of September 30, 2021.

Acquisitions

Proposed Acquisition

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On April 7, 2021, we entered into a definitive merger agreement with Century Bancorp, Inc. (“Century”) under which we will acquire Century for $641.9 million in cash (the “Merger Agreement”). Century is the stock holding company of Century Bank and Trust Company, a Massachusetts-chartered stock bank headquartered in Medford, Massachusetts with $7.3 billion in assets, $6.4 billion in deposits and 28 full-service branches in Massachusetts as of June 30, 2021. All material closing conditions have been satisfied. Century shareholders approved the transaction on July 7, 2021, and we announced on September 27, 2021 we received the necessary regulatory approvals to complete the proposed merger. We currently expect to complete the transaction in mid-November of 2021. For additional information about the Merger Agreement and the proposed transaction, please see our Current Report on Form 8-K filed with the SEC on April 8, 2021. See also “Risk Factors” included in Part II, Item 1A of the Q1 Form 10-Q.

On September 30, 2021, we executed a definitive Purchase and Sale Agreement (the “P&S Agreement”) that provides for Eastern Bank to sell real estate that currently is owned by Century and located at 400 Mystic Avenue, Medford, Massachusetts (the “400 Mystic Parcel”), where Century maintains its executive offices. The purchase price for the 400 Mystic Parcel is $20.5 million in cash payable at the closing of the sale which is expected to occur in the mid-fourth quarter of 2021 after we complete the proposed merger described above. The obligations of the Bank to complete the sale of the 400 Mystic Parcel are expressly contingent upon the completion of our merger with Century, and Eastern Bank’s resulting ownership of the 400 Mystic Parcel. For additional information, see the “Contractual Obligations, Commitments and Contingencies,” section within this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of this Current Report on Form 10-Q..

Other Acquisitions

During the nine months ended September 30, 2021, Eastern Insurance Group completed two insurance agency acquisitions. The aggregate purchase price and goodwill recorded as a result of the acquisitions were not material. There were no acquisitions during the three months ended September 30, 2021.

Outlook and Trends

CECL Adoption

We currently follow the incurred loss model for determining the provision for loan losses and will adopt the current expected credit losses accounting methodology, commonly referred to as the “CECL model” on January 1, 2022. To date, we have concluded on segmentation, methodologies and other assumptions used for modeling and are currently working with third parties in validation efforts, model methodology documentation, project management and governance implementation. Additionally, we are heavily focused on the impact of the acquisition of Century Bank on the process. For further information, refer to Note 2, “Summary of Significant Accounting Policies” within the Notes to the Consolidated Financial Statements included in Part I, Item 1 in this Quarterly Report on Form 10-Q.

Equity Incentive Plan

On October 1, 2021, our Board of Directors approved the Eastern Bankshares Inc. 2021 Equity Incentive Plan (the “2021 Equity Plan”). The 2021 Equity Plan will become effective on November 29, 2021 if shareholders approve the 2021 Equity Plan at the special meeting of shareholders to be held on that date. The 2021 Equity Plan provides for the grant of restricted stock, restricted stock units, non-qualified stock options, and incentive stock options, any or all of which can be granted with performance-based vesting conditions. Incentive stock options may only be granted to employees of the Company’s subsidiaries and affiliates. No awards have been made under the 2021 Equity Plan. However, initial awards to our non-employee directors are set forth in the 2021 Equity Plan and will be self-executing on the day following the approval of the Plan by shareholders. The estimated aggregate amount of the initial grants to non-employee directors is approximately $13.75 million which is comprised of an individual grant amount to each non-employee director that is not to exceed $1.25 million. These amounts are based upon the fair market value of the Company’s common stock on October 1, 2021. The actual value of the awards is not determinable as their value will depend upon the fair market value of the Company’s common stock on the date of the grant.

Share Repurchases

On October 28, 2021, we announced that our Board of Directors has approved a stock repurchase program pursuant to which we may purchase up to 9,337,900 shares, or 5% of our outstanding shares of common stock over a 12-month period. The authorization is contingent upon the non-objection from the Federal Reserve. Our request for non-objection is pending. We are unable to predict whether the Federal Reserve will permit us to implement the proposed repurchase program in whole or part, whether the Federal Reserve will impose one or more related conditions on us, or the timing of such non-objection, if granted. If non-objection is granted by the Federal Reserve, repurchases will be made at management’s discretion from time to time at prices management considers to be attractive and in the best interests of both the Company and its shareholders, subject to the availability of shares, general market conditions, the trading price of the shares, alternative uses for

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capital, and our financial performance. Repurchases may be suspended, terminated or modified by us at any time for any reason.

Century Acquisition

During the three and nine months ended September 30, 2021, we incurred and recorded merger and acquisition costs related to the proposed Century acquisition of $0.7 million and $4.8 million, respectively. The following table depicts Century-related merger and acquisition costs broken down by the line item on the consolidated statements of income for the periods indicated in which the costs are included:

	Three Months Ended September 30, 2021		Nine Months Ended September 30, 2021
	(In thousands)
Salaries and employee benefits	$	3	$	5
Office occupancy and equipment	86		86
Data processing	55		1,139
Professional services	546		3,524
Other	50		50
Total	$	740	$	4,804

In addition to the Century-related costs, total merger and acquisition expenses disclosed in our non-GAAP financial measures include costs associated with the aforementioned insurance agency acquisitions completed during the year.

We anticipate incurring additional expenses related to the Century acquisition during the remainder of the year ending December 31, 2021.

Paycheck Protection Program Loans

We are a participating lender in the SBA’s Paycheck Protection Program. We concluded PPP loan originations in the second quarter of 2021 as the SBA announced in May 2021 that PPP funds were exhausted. The majority of our PPP borrowers are existing commercial and small business borrowers, non-profit customers, retail banking customers and clients of our Eastern Wealth Management division and Eastern Insurance Group.

•During the nine months ended September 30, 2021, we originated approximately 6,600 PPP loans totaling $543.2 million. These loans have a maturity of five years. Fees received from the SBA and direct loan origination costs are being deferred over the five-year loan term. Through September 30, 2021, we had received $28.7 million in fees from the SBA and had deferred $4.0 million in direct loan origination costs related to 2021 originations.

•During the year ended December 31, 2020, we originated approximately 8,900 PPP loans totaling $1.2 billion. The majority of these loans have a maturity of two years. Fees received from the SBA and direct loan origination costs are being deferred over the loan term, which is generally two years. During the year ended December 31, 2020, we received $37.1 million in fees from the SBA and deferred $4.6 million in direct loan origination costs. During the nine months ended September 30, 2021, certain 2020 originations were modified and we received a nominal amount of additional fees from the SBA. We anticipate that the remaining 2020 originations will be forgiven during the year ending December 31, 2021.

•Net PPP fee accretion (fee accretion less cost amortization) for all PPP loans for the nine months ended September 30, 2021 was $23.5 million.

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The following table shows certain data related to PPP originations by period:

	PPP Loans Originated During the				Total
	Nine Months Ended September 30, 2021		Year ended December 31, 2020
	(Dollars in thousands)
Number of loans originated	6,628		8,902		15,530
Original balance of loans originated	$	543,212	$	1,167,137	$	1,710,349
Current balance of loans originated in respective periods	503,377		30,588		533,965
Total SBA fees received(1)	28,697		37,249		65,946
SBA fees recognized in interest income related to loans originated in respective periods(2)	5,927		36,934		42,861
Unaccreted SBA fees related to loans originated in respective periods	22,770		315		23,085

(1)Total SBA fees received on 2020 originations includes additional fees received from the SBA in 2021 for originations that were modified in 2021.

(2)Reflects life-to-date accretion.

The following table shows certain data related to our remaining PPP loans as of September 30, 2021:

Loan Size	Loan Balance		Number of Loans
	(Dollars in thousands)
$0 to $50 thousand	$	76,961	4,454
$50 thousand to $150 thousand	88,864		1,020
$150 thousand to $1 million	231,104		697
$1 million to $2 million	71,600		50
$2 million to $5 million	51,363		22
Over $5 million	14,073		2
Total	$	533,965	6,245

The following table shows the balance of our PPP loans by industry as of September 30, 2021:

Industry	Loan Balance		Number of Loans
	(Dollars in thousands)
Accommodation & food services	$	102,057	650
Construction	79,965		862
Health care & social assistance	61,254		536
Professional, scientific & technical services	61,096		899
Other services	48,299		913
Manufacturing	36,921		230
Retail trade	24,612		519
Administrative & support	23,506		329
Wholesale trade	22,102		151
Transportation & warehousing	18,684		380
Real estate, rental & leasing	16,503		248
All other	38,966		528
Total	$	533,965	6,245

Non-GAAP Financial Measures

We present certain non-GAAP financial measures, which management uses to evaluate our performance and which exclude the effects of certain transactions, non-cash items and GAAP adjustments that we believe are unrelated to our core business and are therefore not necessarily indicative of our current performance or financial position. Management

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believes excluding these items facilitates greater visibility for investors into our core businesses as well as underlying trends that may, to some extent, be obscured by inclusion of such items in the corresponding GAAP financial measures.

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

We also present tangible shareholders’ equity, tangible assets, the ratio of tangible shareholders’ equity to tangible assets, and tangible book value per share, each of which excludes the impact of goodwill and other intangible assets, as we believe these financial measures provide investors with the ability to further assess our performance, identify trends in our core business and provide a comparison of our capital adequacy to other companies. We have included the tangible ratios because management believes that investors may find it useful to have access to the same analytical tools used by management to assess performance and identify trends.

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

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

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	Three Months Ended September 30,				Nine Months Ended September 30,
	2021		2020		2021		2020
	(Dollars in thousands, except per share data)
Net income (GAAP)	$	37,106	$	28,505	$	119,578	$	66,800
Non-GAAP adjustments:
Add:
Noninterest income components:
Losses (income) from investments held in rabbi trusts	289		(3,800)		(5,773)		(4,802)
Gains on sales of securities available for sale, net	(1)		—		(1,166)		(285)
(Gains) losses on sales of other assets	(490)		71		(537)		69
Noninterest expense components:
Rabbi trust employee (income) benefit expense	(53)		1,445		2,996		1,951
Impairment charge (reversal) on tax credit investments	1,133		7,590		(286)		7,590
Indirect IPO costs (1)	—		549		—		1,199
Gain on sale of other real estate owned	(87)		(546)		(87)		(546)
Merger and acquisition expenses	740		—		4,808		—
Settlement and expenses for putative class action matters	—		—		3,325		—
Total impact of non-GAAP adjustments	1,531		5,309		3,280		5,176
Less net tax benefit associated with non-GAAP adjustment (2)	1,246		1,492		1,833		1,455
Non-GAAP adjustments, net of tax	$	285	$	3,817	$	1,447	$	3,721
Operating net income (non-GAAP)	$	37,391	$	32,322	$	121,025	$	70,521
Weighted average common shares outstanding during the period:
Basic	172,298,615		n.a		172,174,469		n.a
Diluted	172,298,615		n.a		172,174,469		n.a
Earnings per share, basic	$	0.22	n.a		$	0.69	n.a
Earnings per share, diluted	$	0.22	n.a		$	0.69	n.a
Operating earnings per share, basic (non-GAAP)	$	0.22	n.a		$	0.70	n.a
Operating earnings per share, diluted (non-GAAP)	$	0.22	n.a		$	0.70	n.a

(1)Reflects costs associated with the IPO that are indirectly related to the IPO and were not recorded as a reduction of capital.

(2)The net tax 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.

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

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	Three Months Ended September 30,						Nine Months Ended September 30,
	2021			2020			2021			2020
	(Dollars in thousands)
Net interest income (GAAP)	$	102,691		$	98,742		$	307,390		$	297,643
Add:
Tax-equivalent adjustment (non-GAAP)	1,316			1,352			3,882			4,118
Fully-taxable equivalent net interest income (non-GAAP)	104,007			100,094			311,272			301,761
Noninterest income (GAAP)	43,209			47,709			144,154			128,735
Less:
(Loss) income from investments held in rabbi trusts	(289)			3,800			5,773			4,802
Gains on sales of securities available for sale, net	1			—			1,166			285
Gains (losses) on sales of other assets	490			(71)			537			(69)
Noninterest income on an operating basis (non-GAAP)	43,007			43,980			136,678			123,717
Noninterest expense (GAAP)	$	98,970		$	109,817		$	300,354		$	305,754
Less:
Rabbi trust (income) benefit expense	(53)			1,445			2,996			1,951
Impairment charge (reversal) on tax credit investments	1,133			7,590			(286)			7,590
Indirect IPO costs (1)	—			549			—			1,199
Merger and acquisition expenses	740			—			4,808			—
Settlement and expenses for putative consumer class action matters	—			—			3,325			—
Plus:
Gain on sale of other real estate owned	87			546			87			546
Noninterest expense on an operating basis (non- GAAP)	$	97,237		$	100,779		$	289,598		$	295,560
Total revenue (GAAP)	$	145,900		$	146,451		$	451,544		$	426,378
Total operating revenue (non-GAAP)	$	147,014		$	144,074		$	447,950		$	425,478
Ratios:
Efficiency ratio (GAAP)	67.83		%	74.99		%	66.52		%	71.71		%
Operating efficiency ratio (non-GAAP)	66.14		%	69.95		%	64.65		%	69.47		%

(1)Reflects costs associated with the IPO that are indirectly related to the IPO and were not recorded as a reduction of capital.

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

	As of September 30,			As of December 31,
	2021			2020
	(Dollars in thousands, except per share data)
Tangible shareholders’ equity:
Total shareholders’ equity (GAAP)	$	3,429,292		$	3,428,052
Less: Goodwill and other intangibles	379,772			376,534
Tangible shareholders’ equity (non-GAAP)	3,049,520			3,051,518
Tangible assets:
Total assets (GAAP)	17,461,223			15,964,190
Less: Goodwill and other intangibles	379,772			376,534
Tangible assets (Non-GAAP)	$	17,081,451		$	15,587,656
Shareholders’ equity to assets ratio (GAAP)	19.6		%	21.5		%
Tangible shareholders’ equity to tangible assets ratio (Non-GAAP)	17.9		%	19.6		%
Book value per share:
Common shares issued and outstanding	186,758,154			186,758,154
Book value per share (GAAP)	$	18.36		$	18.36
Tangible book value per share (non-GAAP)	$	16.33		$	16.34

Financial Position

Summary of Financial Position

	As of September 30, 2021		As of December 31, 2020		Change
					Amount ($)		Percentage (%)
	(Dollars in thousands)
Cash and cash equivalents	$	1,251,761	$	2,054,070	$	(802,309)	(39.1)	%
Securities available for sale	5,689,312		3,183,861		2,505,451		78.7	%
Loans, net of allowance for loan losses	9,378,060		9,593,958		(215,898)		(2.3)	%
Federal Home Loan Bank Stock	10,601		8,805		1,796		20.4	%
Goodwill and other intangible assets	379,772		376,534		3,238		0.9	%
Deposits	13,649,964		12,155,784		1,494,180		12.3	%
Borrowed funds	30,072		28,049		2,023		7.2	%

Cash and cash equivalents

Total cash and cash equivalents decreased by $0.8 billion, or 39.1%, to $1.3 billion at September 30, 2021 from $2.1 billion at December 31, 2020. This decrease was primarily due to available for sale security purchases partially offset by an increase in total customer deposits.

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. We do not engage in any investment hedging activities or trading activities, nor do we purchase any high-risk investment products. We typically invest in the following types of securities:

U.S. government securities: At September 30, 2021 and December 31, 2020, 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

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liquidity purposes, at zero risk weighting for capital purposes, and as collateral for interest rate derivative positions. U.S. Agency bonds include securities issued by Fannie Mae, Freddie Mac, the FHLB, and the Federal Farm Credit Bureau.

Mortgage-backed securities: We invest in residential and commercial mortgage-backed securities insured or guaranteed by Freddie Mac or Fannie Mae. 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 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 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 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.

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

Securities Portfolio Composition

	As of September 30, 2021		As of December 31, 2020
	(In thousands)
Available for sale securities:
Government-sponsored residential mortgage-backed securities	$	4,073,368	$	2,148,800
Government-sponsored commercial mortgage-backed securities	431,009		17,081
U.S. Agency bonds	841,283		666,709
U.S. Treasury securities	69,182		70,369
State and municipal bonds and obligations	274,470		280,902
Total	$	5,689,312	$	3,183,861

Our securities portfolio has increased year-to-date. Available for sale securities increased $2.5 billion, or 78.7%, to $5.7 billion at September 30, 2021 from $3.2 billion at December 31, 2020. This increase is due to investment purchases during the nine months ended September 30, 2021. Partially offsetting the increase in the securities portfolio from December 31, 2020 to September 30, 2021 was the reduction in the unrealized gain on the securities. At September 30, 2021 the unrealized loss was $32.6 million compared to an unrealized gain of $58.7 million at December 31, 2020, representing a $91.3 million decrease. The change from December 31, 2020 to September 30, 2021 is primarily driven by a steepening yield curve.

We did not have trading or held-to-maturity investments at September 30, 2021 or December 31, 2020.

A portion of our securities portfolio continues to be tax-exempt. Investments in federally tax-exempt securities totaled $274.5 million at September 30, 2021 compared to $280.9 million at December 31, 2020.

Our available for sale 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 3 within the fair value hierarchy. As of both September 30, 2021 and December 31, 2020, we had no securities categorized as Level 3 within the fair value hierarchy.

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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 securities and weighted average yields at and for the periods ended September 30, 2021 and December 31, 2020. Weighted average yields in the table below have been calculated based on the amortized cost of the security:

Securities Portfolio, Amounts Maturing

	Securities Maturing as of September 30, 2021
	Within One Year			After One Year But Within Five Years			After Five Years But Within Ten Years			After Ten Years			Total
	(In thousands)
Available for sale securities:
Government-sponsored residential mortgage-backed securities	$	—		$	17,151		$	923,300		$	3,132,917		$	4,073,368
Government-sponsored commercial mortgage-backed securities	—			71,256			359,753			—			431,009
U.S. Agency bonds	—			240,554			600,729			—			841,283
U.S. Treasury securities	20,045			49,137			—			—			69,182
State and municipal bonds and obligations	486			32,381			75,293			166,310			274,470
Total	$	20,531		$	410,479		$	1,959,075		$	3,299,227		$	5,689,312
Weighted-average yield	0.51		%	0.82		%	1.01		%	1.40		%	1.22		%

	Securities Maturing as of December 31, 2020
	Within One Year			After One Year But Within Five Years			After Five Years But Within Ten Years			After Ten Years			Total
	(In thousands)
Available for sale securities:
Government-sponsored residential mortgage-backed securities	$	—		$	48,925		$	100,278		$	1,999,597		$	2,148,800
Government-sponsored commercial mortgage-backed securities	—			—			17,081			—			17,081
U.S. Agency bonds	—			99,834			566,875			—			666,709
U.S. Treasury securities	50,251			20,118			—			—			70,369
State and municipal bonds and obligations	408			21,431			79,635			179,428			280,902
Total	$	50,659		$	190,308		$	763,869		$	2,179,025		$	3,183,861
Weighted-average yield	2.05		%	1.34		%	1.15		%	1.50		%	1.41		%

The yield on tax-exempt obligations of states and political subdivisions has been adjusted to a 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 (losses) gains on available for sale securities as of September 30, 2021 and December 31, 2020 totaled $(32.6) million and $58.7 million, respectively. The change from December 31, 2020 to September 30, 2021 is primarily driven by a steepening yield curve.

Loans

We consider our loan portfolio to be relatively diversified by borrower and industry. Our loans decreased $226.0 million, or 2.3%, to $9.5 billion at September 30, 2021 from $9.7 billion at December 31, 2020. The decrease as of

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September 30, 2021 was primarily due to a decrease in our PPP loan balances within the C&I and business banking portfolios, as further noted below.

•The $342.6 million decrease in our commercial and industrial portfolio was primarily a result of a decrease of $353.1 million in commercial and industrial PPP loan balances during the nine months ended September 30, 2021.

•The $113.6 million decrease in our business banking portfolio was primarily a result of a decrease of $139.1 million decrease in business banking PPP loan balances during the nine months ended September 30, 2021.

•The $251.6 million increase in our commercial real estate loans from December 31, 2020 to September 30, 2021 was primarily a result of an increase of $242.0 million of commercial real estate investment loan balances, which represents loans secured by commercial real estate that are non-owner-occupied, during the nine months ended September 30, 2021.

•The $41.2 million increase in our retail portfolio was primarily a result of an increase of $120.3 million in residential real estate loans during the nine months ended September 30, 2021 which was partially offset by a decrease in our other consumer and consumer home equity portfolios of $59.4 million and $19.7 million, respectively. The increase in residential real estate loans is due to the Company retaining more residential real estate loans as held for investment rather than selling such loans on the secondary market.

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

Loan Portfolio Composition

	As of September 30, 2021		As of December 31, 2020
	(In thousands)
Commercial and industrial	$	1,652,447	$	1,995,016
Commercial real estate	3,825,186		3,573,630
Commercial construction	243,146		305,708
Business banking	1,225,538		1,339,164
Residential real estate	1,491,269		1,370,957
Consumer home equity	848,570		868,270
Other consumer	218,406		277,780
Total loans	9,504,562		9,730,525
Less:
Allowance for loan losses	(103,398)		(113,031)
Unamortized premiums, net of unearned discounts and deferred fees	(23,104)		(23,536)
Total loans receivable, net	$	9,378,060	$	9,593,958

We believe that our commercial loan portfolio composition is relatively diversified in terms of industry sectors, property types and various lending specialties, and is concentrated in the New England geographical area, with 90.0% of our loans in Massachusetts and New Hampshire as of September 30, 2021.

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 non-performing and further assessed to determine if non-accrual status is appropriate.

For the commercial portfolio, which includes our commercial and industrial, commercial real estate, commercial construction and business banking loans, we monitor credit quality using a risk rating scale, which assigns a risk-grade to each borrower based on a number of quantitative and qualitative factors associated with a commercial loan transaction. Effective December 2020, management implemented an enhanced loan risk rating methodology based on a 15-point scale and adopted new risk rating scorecard tools. The rating scale expanded from the prior 12-point scale to provide more refinement in the pass grade categories; new pass grades are 0-10. There are no changes to non-pass categories, which continue to align with regulatory guidelines and are found in ratings: special mention (11), substandard (12), doubtful (13) and loss (14).

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Risk rating assignment is determined using one of 14 separate scorecards developed for distinctive portfolio segments based on common attributes. Key factors include: industry and market conditions, position within the industry, earnings trends, operating cash flow, asset/liability values, debt capacity, guarantor strength, management and controls, financial reporting, collateral and other considerations. The new risk rating methodology, inclusive of the expanded grade levels and the scorecard tools, has increased, and is expected to continue to increase, the granularity and distribution of risk rating assignment with more precision and effectiveness; provide customized and enhanced templates to incorporate more risk factors and attributes applicable to loan and collateral types; increase precision and effectiveness of credit risk identification; and provide a foundation for enhanced reporting, including migration of risk rating analysis.

Special mention, substandard and doubtful loans totaled 6.6% and 7.7% of total commercial loans outstanding at September 30, 2021 and December 31, 2020, respectively. This decrease was driven by risk rating upgrades in the construction and commercial and industrial 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 decreased to 0.42% at September 30, 2021 from 0.49% at December 31, 2020.

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

Loan Delinquency Rates

	Delinquency Rate as of (1)
	September 30, 2021		December 31, 2020
Portfolio
Commercial and industrial	0.28	%	0.11	%
Commercial real estate	0.03	%	0.06	%
Commercial construction	—	%	—	%
Business banking	0.77	%	1.40	%
Residential real estate	1.14	%	1.21	%
Consumer home equity	0.69	%	0.60	%
Other consumer	1.03	%	0.98	%
Total	0.42	%	0.49	%

(1)In the calculation of the delinquency rate as of September 30, 2021 and December 31, 2020, the total amount of loans outstanding includes $0.5 billion and $1.0 billion, respectively, of PPP loans.

The following table provides details regarding the age analysis of past due loans as of the dates indicated:

Age Analysis of Past Due Loans

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	As of September 30, 2021						As of December 31, 2020
	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	$	529	$	2,068	$	2,043	$	4	$	268	$	1,924
Commercial real estate	—		—		1,171		—		556		1,545
Commercial construction	—		—		—		—		—		—
Business banking	3,351		634		5,497		5,279		3,311		10,196
Residential real estate	9,014		2,426		5,515		9,184		2,517		4,904
Consumer home equity	2,319		415		3,111		1,806		364		3,035
Other Consumer	1,107		362		771		1,978		234		517
Total	$	16,320	$	5,905	$	18,108	$	18,251	$	7,250	$	22,121

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

Non-performing assets (“NPAs”) are comprised of non-performing loans (“NPLs”), OREO and non-performing securities. NPLs consist of non-accrual loans and loans that are more than 90 days past due but still accruing interest. OREO consists of real estate properties, which primarily serve as collateral to secure our loans, that we control due to foreclosure or acceptance of a deed in lieu of foreclosure.

The following table sets forth information regarding NPAs held as of the dates indicated:

Non-performing Assets

	As of September 30, 2021			As of December 31, 2020
	(In thousands)
Non-accrual loans:
Commercial	$	29,166		$	30,059
Residential	7,185			6,815
Consumer	4,262			4,131
Total non-accrual loans	40,613			41,005
Accruing loans past due 90 days or more:
Commercial	1,171			1,959
Residential	278			279
Consumer	9			9
Total accruing loans past due 90 days or more	1,458			2,247
Total non-performing loans	42,071			43,252
Total real estate owned	—			—
Other non-performing assets:	—			—
Total non-performing assets	$	42,071		$	43,252
Total accruing troubled debt restructured loans	$	34,723		$	41,095
Total non-performing loans to total loans	0.44		%	0.45		%
Total non-performing assets to total assets	0.24		%	0.27		%

NPLs decreased $1.2 million, or 2.7%, to $42.1 million at September 30, 2021 from $43.3 million at December 31, 2020. NPLs as a percentage of total loans decreased to 0.44% at September 30, 2021 from 0.45% at December 31, 2020 primarily due to a decrease in business banking non-accrual loans, commercial real estate non-accrual

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loans, and commercial and industrial loans greater than 90 days past due and still accruing. The decreases in these categories was partially offset by an increase in commercial and industrial non-accrual loans.

Non-accrual loans decreased $0.4 million, or 1.0%, to $40.6 million at September 30, 2021 from $41.0 million at December 31, 2020, primarily due to a decrease in non-accrual loans in our business banking portfolio and commercial real estate portfolio, partially offset by an increase in non-accrual loans in our commercial and industrial portfolio.

The total amount of interest recorded on NPLs was $0.3 million for the nine months ended September 30, 2021. The gross interest income that would have been recorded under the original terms of those loans if they had been performing amounted to $2.1 million for the nine months ended September 30, 2021. The total amount of interest recorded on NPLs was $0.5 million for the nine months ended September 30, 2020. The gross interest income that would have been recorded under the original terms of those loans if they had been performing amounted to $2.4 million for the nine months ended September 30, 2020.

In the course of resolving NPLs, we may choose to restructure the contractual terms of certain loans. We attempt to work-out alternative payment schedules with the borrowers in order to avoid foreclosure actions. We review each loan that is modified to identify whether a TDR has occurred. TDRs involve situations in which, for economic or legal reasons related to the borrower’s financial difficulties, we grant a concession to the borrower that we would not otherwise consider. As noted within Note 4, “Loans and Allowance for Loan Losses” within the Notes to the Consolidated Financial Statements included in Part I, Item I in this Quarterly Report on Form 10-Q, loan modifications made in response to the COVID-19 pandemic that met the criteria of either Section 4013 of the CARES Act or the Interagency Statement on Loan Modifications and Reporting for Financial Institutions Working with Customers Affected by the Coronavirus (Revised) are not deemed TDRs.

All TDR loans are considered impaired and therefore are subject to a specific review for impairment loss. The impairment analysis discounts the present value of the anticipated cash flows by the loan’s contractual rate of interest in effect prior to the loan’s modification or the fair value of collateral if the loan is collateral dependent. The amount of impairment loss, if any, is recorded as a specific reserve to each individual loan in the allowance for loan losses. Commercial loans (commercial and industrial, commercial real estate, commercial construction, and business banking) 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.

TDR loans modified during the nine months ended September 30, 2021 and 2020 were $1.0 million (post modification balance) and $2.8 million, respectively. The overall decrease in TDR loans modified during the aforementioned periods consisted of a decrease of $1.3 million in commercial loan TDR modifications and a decrease of $0.5 million in consumer loan TDR modifications. Two loans totaling $0.5 million were modified during the preceding 12 months, which subsequently defaulted during the nine months ended September 30, 2021. One loan of less than $0.1 million was modified during the 12 months ended September 30, 2020, which subsequently defaulted during nine months ended September 30, 2020.

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

PCI loans are loans 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 September 30, 2021 and December 31, 2020 the carrying amount of PCI loans was $4.4 million and $9.3 million, respectively.

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

Distribution of Non-performing Loans

	As of September 30, 2021
	Gross Loans Outstanding (1)		90+ Days Past Due Still Accruing		Non-accruing Loans		NPLs		NPLs as a % of Outstanding		Accruing Troubled Debt Restructured Loans
	(In thousands)
Loans:
Commercial	$	6,946,317	$	1,171	$	29,166	$	30,337	0.44	%	$	11,348
Residential	1,491,269		278		7,185		7,463		0.50	%	20,092
Consumer	1,066,976		9		4,262		4,271		0.40	%	3,283
Total	$	9,504,562	$	1,458	$	40,613	$	42,071	0.44	%	$	34,723

(1) Total gross loans outstanding includes $0.5 billion of PPP loans.

	As of December 31, 2020
	Gross Loans Outstanding (1)		90+ Days Past Due Still Accruing		Non-accruing Loans		NPLs		NPLs as a % of Outstanding		Accruing Troubled Debt Restructured Loans
	(In thousands)
Loans:
Commercial	$	7,213,518	$	1,959	$	30,059	$	32,018	0.44	%	$	13,620
Residential	1,370,957		279		6,815		7,094		0.52	%	23,416
Consumer	1,146,050		9		4,131		4,140		0.36	%	4,059
Total	$	9,730,525	$	2,247	$	41,005	$	43,252	0.45	%	$	41,095

(1) Total gross loans outstanding includes $1.0 billion of PPP 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 as a result of the economic impact of the COVID-19 pandemic. These loans were neither delinquent nor on non-accrual status. At September 30, 2021 and December 31, 2020, 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, totaled $463.7 million and $563.3 million, respectively. Of these potential problem loans, $235.0 million and $286.3 million at September 30, 2021 and December 31, 2020, respectively, are loans in COVID-19 impacted industries.

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

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

The following table presents the balance of loans that received a COVID-19 modification and have not yet resumed repayment as of September 30, 2021 and December 31, 2020:

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	Remaining COVID-19 Modifications as of September 30, 2021 (1)				Remaining COVID-19 Modifications as of December 31, 2020 (1)
	Balance		% of Total Portfolio		Balance		% of Total Portfolio
	(Dollars in thousands)
Portfolio
Commercial and industrial	$	4,548	0.3	%	$	34,076	1.7	%
Commercial real estate	92,377		2.4	%	231,794		6.5	%
Commercial construction	—		—	%	10,987		3.6	%
Business banking	2,164		0.2	%	23,434		1.7	%
Residential real estate	9,947		0.7	%	26,772		2.0	%
Consumer home equity	875		0.1	%	3,432		0.4	%
Other consumer	685		0.3	%	2,187		0.8	%
Total	$	110,596	1.2	%	$	332,682	3.4	%

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

As of September 30, 2021, the aggregate amount of loans that received a COVID-19 modification and have become a non-performing loan after the respective deferral period is $7.1 million.

High Risk Industries. As of September 30, 2021, we believe loans to our borrowers in retail, restaurant, and hotel industry categories represent those which have experienced and will likely continue to experience the most adverse effects of the COVID-19 pandemic. As of September 30, 2021, the aggregate outstanding loan balance of loans to our borrowers in retail, restaurant, and hotel industry categories was $492.4 million, $179.3 million and $165.5 million, respectively, representing 5.2%, 1.9% and 1.7% of total loans, respectively. As of September 30, 2021, the percentage of loans to our borrowers in retail, restaurant, and hotel industry categories that we modified primarily due to the effects on borrowers of the COVID-19 pandemic and related economic slowdown beginning in late March 2020 and which have not yet resumed repayment were 0.8%, 2.6% and 43.2%, respectively.

Allowance for loan losses. Due to our emerging growth company status under the JOBS Act, we still follow the incurred loss allowance GAAP accounting model. For additional information, see “Risk Factors—We may be required to increase our allowance for loan losses as a result of our adoption as of January 1, 2022 of the new accounting standard for determining the amount of the allowance for loan losses” in Part I, Item 1A of our 2020 Form 10-K.

For the purpose of estimating our allowance for loan losses, we segregate the loan portfolio into homogenous loan pools 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.

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:

•estimated probable loss in all impaired loans in each category;

•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;

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•corporate goals and objectives;

•expertise of our lending staff;

•lending policy and practices; and

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

Loans are periodically evaluated using changes in asset quality, historical losses, and other loss allocation factors, which form our basis for estimating incurred losses. For risk rated loans, our risk-rating system takes into consideration a number of quantitative and qualitative factors, such as the borrower’s financial capacity, cash flow, liquidity, leverage, adequacy of collateral, tangible net worth, management team, industry, sales and supplier concentration, credit history, additional support and the impact of outside factors on repayment ability. Homogenous populations of loans that are not risk rated loans, are analyzed by loan category, taking into account delinquency ratios and 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 credit loss incurred in the loan portfolio. Under our current methodology, the allowance for loan losses contains specific, general and other components.

The specific component consists of reserves for impaired loans (defined as those where we determine it is probable we will not collect all payments when due, typically classified as either doubtful or substandard). All commercial, residential and consumer loan portfolios are periodically reviewed to identify the loans with deteriorating performance. The reports used to identify those loans include, but are not limited to, delinquency reports, risk rating migration (for risk rated loans), asset quality reports, watch loan list and other credit risk management reports. When a loan is determined to be impaired, the measurement will be based on the present value of expected future cash flows, except for collateral-dependent loans, where the impairment is based on the fair value of the collateral.

The general loss reserves methodology, which is applied to categories of loans with similar characteristics, covers all non-impaired loans and is based on our portfolio’s segment historical loss experience adjusted for qualitative factors. The general loss reserve methodology considers multiple qualitative factors that may impact the loss experience during the incurred loss horizon period, including internal infrastructure factors, external macroeconomic factors, internal credit quality factors and external industry data, tailored to the specific loan category.

For additional discussion of our risk rating methodology, see Note 4, “Loans and Allowance for Loan Losses” within the Notes to the Consolidated Financial Statements included in Part I, Item 1 in this Quarterly Report on Form 10-Q.

The allowance for loan losses decreased by $9.6 million, or 8.5%, to $103.4 million, or 1.09% of total loans, at September 30, 2021 from $113.0 million, or 1.16% of total loans at December 31, 2020. The decrease in the allowance for loan losses was primarily a result of improved macroeconomic conditions and risk rating upgrades in the commercial portfolios during the period. The economic environment during the three and nine months ended September 30, 2021 was assisted by government stimulus, the impacts of loan deferral programs, reductions in unemployment and reductions in COVID-19 related restrictions. These, along with other factors, resulted in a release of provisions for loan losses of $1.5 million and $5.4 million for the three and nine months ended September 30, 2021 in comparison to provisions for loan losses of $0.7 million and $37.9 million for the three and nine months ended September 30, 2020.

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The following table summarizes changes in the allowance for loan losses and other selected statistics for the periods presented:

Summary of Changes in the Allowance for Loan Losses

	Three Months Ended September 30,						Nine Months Ended September 30,
	2021			2020			2021			2020
	(Dollars in thousands)
Average total loans	$	9,528,522		$	9,914,864		$	9,712,948		$	9,603,208
Allowance for loan losses, beginning of the period	$	105,637		$	116,636		$	113,031		$	82,297
Charged-off loans:
Commercial and industrial	—			140			550			167
Commercial real estate	8			—			242			24
Commercial construction	—			—			—			—
Business banking	867			1,179			4,089			3,714
Residential real estate	—			—			—			—
Consumer home equity	—			22			—			495
Other consumer	742			1,077			1,381			1,625
Total charged-off loans	1,617			2,418			6,262			6,025
Recoveries on loans previously charged-off:
Commercial and industrial	40			306			62			686
Commercial real estate	—			4			4			10
Commercial construction	—			—			—			—
Business banking	469			91			1,125			245
Residential real estate	88			43			115			116
Consumer home equity	63			31			137			53
Other consumer	206			39			554			150
Total recoveries	866			514			1,997			1,260
Net loans charged-off (recoveries):
Commercial and industrial	(40)			(166)			488			(519)
Commercial real estate	8			(4)			238			14
Commercial construction	—			—			—			—
Business banking	398			1,088			2,964			3,469
Residential real estate	(88)			(43)			(115)			(116)
Consumer home equity	(63)			(9)			(137)			442
Other consumer	536			1,038			827			1,475
Total net loans charged-off	751			1,904			4,265			4,765
(Release of) provision for loan losses	(1,488)			700			(5,368)			37,900
Total allowance for loan losses, end of period	$	103,398		$	115,432		$	103,398		$	115,432
Net charge-offs to average total loans outstanding during this period	0.01		%	0.02		%	0.04		%	0.05		%
Allowance for loan losses as a percent of total loans	1.09		%	1.16		%	1.09		%	1.16		%
Allowance for loan losses as a percent of non-performing loans	245.77		%	257.47		%	245.77		%	257.47		%

78

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

Summary of Allocation of Allowance for Loan Losses

	As of September 30, 2021						As of December 31, 2020
	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)	$	20,629	19.94	%	17.38	%	$	26,617	23.54	%	20.51	%
Commercial real estate	54,186		52.42	%	40.25	%	54,569		48.28	%	36.73	%
Commercial construction	3,402		3.29	%	2.56	%	4,553		4.03	%	3.14	%
Business banking (1)	11,378		11.00	%	12.89	%	13,152		11.64	%	13.76	%
Residential real estate	6,430		6.22	%	15.69	%	6,435		5.69	%	14.09	%
Consumer home equity	3,635		3.52	%	8.93	%	3,744		3.31	%	8.92	%
Other consumer	3,387		3.28	%	2.30	%	3,467		3.07	%	2.85	%
Other	351		0.33	%	—	%	494		0.44	%	—	%
Total	$	103,398	100.00	%	100.00	%	$	113,031	100.00	%	100.00	%

(1)PPP loans are included within these portfolios as of September 30, 2021 and December 31, 2020; however, as of September 30, 2021 and December 31, 2020 no allowance for loan losses was recorded on these loans due to the SBA guarantee of 100% of the loans

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 Loan Losses” within the Notes to the Consolidated Financial Statements included in Part I, Item 1 in this Quarterly Report on Form 10-Q.

Federal Home Loan Bank stock

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

We held an investment in the FHLBB of $10.6 million and $8.8 million at September 30, 2021 and December 31, 2020, respectively.

Goodwill and other intangible assets

Goodwill and other intangible assets were $379.8 million and $376.5 million at September 30, 2021 and December 31, 2020, respectively. The increase in goodwill and other intangibles assets was due to the purchase of two insurance agencies during the nine months ended September 30, 2021. We did not record any impairment to our goodwill or other intangible assets during the nine months ended September 30, 2021. We will continue to assess our goodwill and other intangible assets to determine if impairments are necessary as it relates to the COVID-19 pandemic.

Deposits and other interest-bearing liabilities

79

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

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

Components of Deposits

	As of September 30, 2021		As of December 31, 2020		Change
					Amount ($)		Percentage (%)
	(Dollars in thousands)
Demand	$	5,484,126	$	4,910,794	$	573,332	11.7	%
Interest checking	2,693,276		2,380,497		312,779		13.1	%
Savings	1,444,928		1,256,736		188,192		15.0	%
Money market investments	3,802,319		3,348,898		453,421		13.5	%
Certificate of deposits	225,315		258,859		(33,544)		(13.0)