EASTERN BANKSHARES, INC. - 10-K - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS - Insurance News | InsuranceNewsNet

InsuranceNewsNet — Your Industry. One Source.™

Sign in
  • Subscribe
  • About
  • Advertise
  • Contact
Home Now reading Newswires
Topics
    • Advisor News
    • Annuity Index
    • Annuity News
    • Companies
    • Earnings
    • Fiduciary
    • From the Field: Expert Insights
    • Health/Employee Benefits
    • Insurance & Financial Fraud
    • INN Magazine
    • Insiders Only
    • Life Insurance News
    • Newswires
    • Property and Casualty
    • Regulation News
    • Sponsored Articles
    • Washington Wire
    • Videos
    • ———
    • About
    • Meet our Editorial Staff
    • Advertise
    • Contact
    • Newsletters
  • Exclusives
  • NewsWires
  • Magazine
  • Newsletters
Sign in or register to be an INNsider.
  • AdvisorNews
  • Annuity News
  • Companies
  • Earnings
  • Fiduciary
  • Health/Employee Benefits
  • Insurance & Financial Fraud
  • INN Exclusives
  • INN Magazine
  • Insurtech
  • Life Insurance News
  • Newswires
  • Property and Casualty
  • Regulation News
  • Sponsored Articles
  • Video
  • Washington Wire
  • Life Insurance
  • Annuities
  • Advisor
  • Health/Benefits
  • Property & Casualty
  • Insurtech
  • About
  • Advertise
  • Contact
  • Editorial Staff

Get Social

  • Facebook
  • X
  • LinkedIn
Newswires
Newswires RSS Get our newsletter
Order Prints
February 24, 2023 Newswires
Share
Share
Post
Email

EASTERN BANKSHARES, INC. – 10-K – MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Edgar Glimpses
The following discussion should be read in conjunction with the Consolidated
Financial Statements and notes thereto appearing elsewhere in this Annual Report
on Form 10-K. In addition to historical data, this discussion contains
forward-looking statements about our business, results of operations, cash
flows, financial condition and prospects based on current expectations that
involve risks, uncertainties and assumptions. Our actual results may differ
materially from those in this discussion as a result of various factors,
including, but not limited to, those discussed under Part I, Item 1A, "Risk
Factors" appearing elsewhere in this Annual Report on Form 10-K.

Overview


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

We manage our business under two business segments: our banking business, which
contributed revenue of $645.4 million, or 86.7% of our total revenue for the
year ended December 31, 2022, and our insurance agency business, which
contributed revenue of $98.8 million, or 13.3% of our total revenue for the year
ended December 31, 2022. Our banking business consists of a full range of
banking, lending (commercial, residential and consumer), savings and small
business offerings, including our wealth management and trust operations that we
conduct through our Eastern Wealth Management division. Our 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. Refer to the section of this Annual Report
on Form 10-K titled "Business" within Item 1 for further discussion of our
banking business and insurance agency business.

Net income for the year ended December 31, 2022, computed in accordance with
GAAP, was $199.8 million, as compared to $154.7 million for the year ended
December 31, 2021, representing an increase of 29.2%. This increase was
primarily due to an increase in net interest income. Our net interest income
increased primarily due to an increase in our average interest-earning assets,
which was primarily the result of our 2021 acquisition of Century. Refer to the
"Results of Operations" section below for further discussion. Net income for the
year ended December 31, 2022 and 2021 included items that our management
considers non-core, which management excludes for purposes of assessing our
operating net income, a non-GAAP financial measure. Operating net income for the
year ended December 31, 2022 was $213.3 million compared to $165.9 million for
the year ended December 31, 2021. This increase was largely driven by the
aforementioned change in average interest-earning assets. Refer to the "Outlook
and Trends" section below for further discussion. Refer to the "Non-GAAP
Financial Measures" below for a reconciliation of net operating earnings to GAAP
net income.
                                       56
--------------------------------------------------------------------------------


The following chart shows our basic earnings per share on a GAAP and operating
(non-GAAP) basis over the past three years (refer to the "Non-GAAP Financial
Measures" section below for a reconciliation of GAAP earnings to operating
earnings):

                     [[Image Removed: ebc-20221231_g2.jpg]]

Earnings per share, on a GAAP basis, increased from $0.90 for the year ended
December 31, 2021 to $1.21 for the year ended December 31, 2022 a 34.4%
increase. The increase was primarily due to an increase in net interest income
and a decrease in the average number of common shares outstanding. The decrease
in the average number of common shares outstanding was attributable to share
repurchases in connection with our previously announced share repurchase
programs.
                                       57
--------------------------------------------------------------------------------

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


                     [[Image Removed: ebc-20221231_g3.jpg]]

The GAAP efficiency ratio and non-GAAP operating efficiency ratio for the year
ended December 31, 2022 decreased compared to the ratios for the year ended
December 31, 2021. The decreases were primarily attributable to increased net
interest income, which resulted in a margin of increase in total revenue that
exceeded the rates at which noninterest expense increased and noninterest income
decreased for the same periods. Refer to the"Results of Operations" section
below for additional discussion of the changes in net interest income,
noninterest income and noninterest expense.

Outlook and Trends

Interest Rates


We believe that increases in the federal funds rate we expect to occur in the
first half of 2023 will reduce our net interest income in 2023 as the increases
in interest-bearing liability costs are anticipated to exceed the increase in
yield on interest-earning assets. Beginning in March 2022, the FOMC voted to
increase the federal funds rate multiple times from a range of 0.00% to 0.25% to
a range of 4.50% to 4.75% on February 1, 2023, when the FOMC stated that it
"anticipates that ongoing increases in the target range [for the federal funds
rate] will be appropriate in order to attain a stance of monetary policy that is
sufficiently restrictive to return inflation to 2 percent over time."

Inevitably, not all of our interest rate-sensitive assets and liabilities will
re-price simultaneously and in equal volume in response to changes in the
federal funds rate, and therefore the potential for interest rate exposure
exists. Management believes that several factors will affect the actual impact
of interest rate changes on our balance sheet and operating results, including,
but not limited to, actual changes in interest rates or expectations of future
changes, the degree of volatility in the securities markets, inflation rates or
expectations of inflation, and the slope of the interest rate yield curve. We
attempt to manage interest rate risk by identifying, quantifying, and, where
appropriate, hedging our exposure. Approximately 34% of the outstanding
principal balance of our loans as of December 31, 2022 was indexed to a market
rate that is expected to reprice along with the federal funds rate. As rates
have risen and the shape of the yield curve changed during the year ended
December 31, 2022, a portion of these loans have been hedged using interest rate
swaps to convert the floating rate interest receipts to a fixed rate. The
notional amount of floating rate loans swapped totaled $2.4 billion as of
December 31, 2022, representing approximately 18% of the outstanding principal
balance of our loans at that date. For more detail regarding such hedging
financial instruments, refer to Note 19, "Derivative Financial Instruments"
within the Notes to the Consolidated Financial Statements included in Item 8 in
this Annual Report on Form 10-K. We anticipate that an increase in market
interest rates, whether due to an increase in the federal funds rate or
otherwise, will decrease the fair value of those interest rate swaps
                                       58
--------------------------------------------------------------------------------


and consequently reduce the positive impact on our net interest income that an
interest rate increase would otherwise have. Refer to the section titled
"Management of Market Risk" within this Item 7 for additional discussion
including the estimated change to our net interest income under interest rate
risk measurement methodologies that use a variety of hypothetical scenarios
assuming immediate and parallel changes in interest rates that may not reflect
the manner in which actual yields and costs respond to changes in market
interest rates.

Paycheck Protection Program Loans


We are a participating lender in the SBA's Paycheck Protection Program, or PPP.
We concluded PPP loan originations in the second quarter of 2021 as the SBA
announced in May 2021 that PPP funds were exhausted. The majority of our PPP
borrowers are existing commercial and small business borrowers, non-profit
customers, retail banking customers and clients of our Eastern Wealth Management
division and Eastern Insurance Group. As of December 31, 2022 and 2021, the
remaining balance of our PPP loans was $9.8 million and $331.4 million,
respectively. Net PPP loan fee accretion (fee accretion less cost amortization)
for all PPP loans decreased by $25.3 million, or 73.8%, to $9.0 million for the
year ended December 31, 2022 from $34.3 million for the year ended December 31,
2021. Our net interest margin was adversely affected as a result of the decline
in net fee accretion, which is associated with the decreased volume of PPP loan
payoffs. The impact to our net interest margin resulting from the decline in net
PPP loan fee accretion during the year ended December 31, 2022 compared to the
year ended December 31, 2021 was 0.25% (change computed based upon average total
loans for the year ended December 31, 2021).

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 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,
operating net income to average tangible shareholders' equity, tangible book
value per share, and the operating efficiency ratio, each of which excludes the
impact of such items because we believe such exclusion can provide greater
visibility into our core business and underlying trends. Such items that we do
not consider to be core to our business include (i) income and expenses from
investments held in rabbi trusts, (ii) gains and losses on sales of securities
available for sale, net, (iii) gains and losses on the sale of other assets,
(iv) rabbi trust employee benefits, (v) impairment charges on tax credit
investments and associated tax credit benefits, (vi) expenses indirectly
associated with our IPO, (vii) other real estate owned ("OREO") gains, (viii)
merger and acquisition expenses, (ix) the stock donation to the Eastern Bank
Foundation (the "Foundation") in connection with our mutual-to-stock conversion
and IPO, (x) settlement of putative consumer class action litigation matters
related to overdraft and non-sufficient fund fees, and associated settlement
expenses, and (xi) the non-cash pension settlement charge recognized related to
our Defined Benefit Plan.

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

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.
                                       59
--------------------------------------------------------------------------------


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.

                                                                            

For the Year Ended December 31,

                                                                   2022                        2021                   2020
                                                                      (Dollars in thousands, except per share data)
Net income (GAAP)                                        $         199,759               $     154,665          $      22,738
Non-GAAP adjustments:
Add:
Noninterest income components:
Losses (income) from investments held in rabbi trusts               10,762                     (10,217)               (10,337)

Losses (gains) on sales of securities available for
sale, net

                                                            3,157                      (1,166)                  (288)
(Gains) losses on sales of other assets                             (1,492)                       (571)                    20
Noninterest expense components:
Rabbi trust employee benefit (income) expense                       (5,161)                      5,515                  4,789
Impairment (reversal) charge on tax credit investments                   -                        (170)                10,779
Indirect IPO costs (1)                                                   -                           -                  1,199
Gain on sale of other real estate owned                                  -                         (87)                  (606)
Merger and acquisition expenses                                        305                      35,460                     90

Settlement and expenses for putative consumer class
action matters

                                                           -                       3,325                      -
Defined Benefit Plan settlement loss (2)                            12,045                           -                      -
Stock donation to the Eastern Bank Foundation                            -                           -                 91,287
Total impact of non-GAAP adjustments                                19,616                      32,089                 96,933
Less net tax benefit associated with non-GAAP
adjustment (3)                                                       6,096                      20,869                 17,537
Non-GAAP adjustments, net of tax                         $          13,520               $      11,220          $      79,396
Operating net income (non-GAAP)                          $         213,279               $     165,885          $     102,134

Weighted average common shares outstanding during the
period:
Basic                                                                  165,510,357         172,192,336            171,812,535
Diluted                                                                165,648,571         172,252,057            171,812,535
Earnings per share, basic                                $            1.21               $        0.90          $        0.13
Earnings per share, diluted                              $            1.21               $        0.90          $        0.13

Operating earnings per share, basic (non-GAAP)           $            1.29               $        0.96          $        0.59
Operating earnings per share, diluted (non-GAAP)         $            1.29               $        0.96          $        0.59


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


(2)Represents a non-cash settlement charge related to the Defined Benefit Plan.
For additional information regarding this charge, refer to Note 17, "Employee
Benefits" within the Notes to the Consolidated Financial Statements included in
Item 8 in this Annual Report on Form 10-K.

(3)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 net tax benefit amount for the years ended December 31, 2022 and
2021 reflects the impact of the reversal of a $12.0 million valuation allowance
associated with the stock donation to the Eastern Bank Foundation in the amounts
of $0.7 million and $11.3 million, respectively. The reversal of the valuation
allowance in each period was considered appropriate based upon our determination
of the realizability of such deductions for tax purposes at that time.
                                       60
--------------------------------------------------------------------------------


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:

                                                                   For the Year Ended December 31,
                                           2022               2021               2020               2019               2018
                                                                        (Dollars in thousands)
Net interest income (GAAP)             $ 568,054          $ 429,827          $ 401,251          $ 411,264          $ 390,044
Add:
Tax-equivalent adjustment
(non-GAAP)(2)                             12,736              6,093              5,472              5,254              5,696
Fully-taxable equivalent net interest
income (non-GAAP)                        580,790            435,920            406,723            416,518            395,740
Noninterest income (GAAP)                176,161            193,155            178,373            182,299            180,595
Less:
(Losses) income from investments held
in rabbi trusts                          (10,762)            10,217             10,337              9,866             (1,542)
(Losses) gains on sales of securities
available for sale, net                   (3,157)             1,166                288              2,016                 50
 Gains (losses) on sales of other
assets                                     1,492                571                (20)               (15)             1,989
Noninterest income on an operating
basis (non-GAAP)                         188,588            181,201            167,768            170,432            180,098
Noninterest expense (GAAP)             $ 469,602          $ 443,956          $ 504,923          $ 412,684          $ 397,928
Less:
Rabbi trust employee benefit (income)
expense                                   (5,161)             5,515              4,789              4,604               (847)
Impairment (reversal) charge on tax
credit investments                             -               (170)            10,779                  -                  -
Indirect IPO costs (1)                         -                  -              1,199                  -                  -
Merger and acquisition expenses              305             35,460                 90                  -                244
Settlement and expenses for putative
consumer class action matters                  -              3,325                  -                  -                  -
Defined Benefit Plan settlement loss      12,045                  -                  -                  -                  -
Stock donation to the Eastern Bank
Foundation                                     -                  -             91,287                  -                  -

Plus:

Gain on sale of other real estate
owned                                          -                 87                606                  -                  -
Noninterest expense on an operating
basis (non-GAAP)                       $ 462,413          $ 399,913          $ 397,385          $ 408,080          $ 398,531
Total revenue (GAAP)                   $ 744,215          $ 622,982          $ 579,624          $ 593,563          $ 570,639
Total operating revenue (non-GAAP)     $ 769,378          $ 617,121          $ 574,491          $ 586,950          $ 575,838
Ratios
Efficiency ratio (GAAP)                    63.10  %           71.26  %           87.11  %           69.53  %           69.73  %
Operating efficiency ratio (non-GAAP)      60.10  %           64.80  %           69.17  %           69.53  %           69.21  %


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


(2)Interest income on tax-exempt loans and investment securities has been
adjusted to an FTE basis using a marginal tax rate of 21.6% for the year ended
December 31, 2022, 21.0% for the year ended December 31, 2021, 21.8% for the
year ended December 31, 2020, 21.8% for the year ended December 31, 2019, and
21.7% for the year ended December 31, 2018.
                                       61
--------------------------------------------------------------------------------


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 December 31,
                                          2022                  2021                  2020                  2019                  2018
                                                                  (Dollars in thousands, except per share data)
Tangible shareholders' equity:
Total shareholders' equity (GAAP)    $  2,471,790          $  3,406,352     

$ 3,428,052 $ 1,600,153 $ 1,433,141
Less: Goodwill and other intangibles 661,126

               649,703               376,534               377,734               381,276
Tangible shareholders' equity
(non-GAAP)                              1,810,664             2,756,649             3,051,518             1,222,419             1,051,865
Tangible assets:
Total assets (GAAP)                    22,646,858            23,512,128            15,964,190            11,628,775            11,372,287
Less: Goodwill and other intangibles      661,126               649,703               376,534               377,734               381,276
Tangible assets (non-GAAP)           $ 21,985,732          $ 22,862,425     

$ 15,587,656 $ 11,251,041 $ 10,991,011
Shareholders' equity to assets ratio
(GAAP)

                                       10.9  %               14.5  %               21.5  %               13.8  %               12.6  %
Tangible shareholders' equity to
tangible assets ratio (non-GAAP)              8.2  %               12.1  %               19.6  %               10.9  %                9.6  %
Book value per share:
Common shares issued and outstanding  176,172,073           186,305,332           186,758,154                     -                     -

Book value per share (GAAP) $ 14.03 $ 18.28

$ 18.36 $ - $ -
Tangible book value per share
(non-GAAP)

                           $      10.28          $      14.80     

$ 16.34 $ - $ -



The following table summarizes the calculation of our average tangible
shareholders' equity and ratio of net income and operating net income to average
tangible shareholders' equity ("operating return on average tangible
shareholders' equity"), which reconciles to the most directly comparable GAAP
measure, for the periods indicated:

                                                                              As of December 31,
                                           2022                 2021                 2020                 2019                 2018
                                                                            (Dollars in thousands)
Net income (GAAP)                     $   199,759          $   154,665     

$ 22,738 $ 135,098 $ 122,727
Operating net income (non-GAAP) (1) 213,279

              165,885              102,134              129,696              121,796
Average tangible shareholders'
equity:
Average total shareholders' equity
(GAAP)                                $ 2,831,533          $ 3,424,570      

$ 2,040,156 $ 1,543,191 $ 1,360,562
Less: Average goodwill and other
intangibles

                               655,653              414,441              376,706              379,615              380,304
Average tangible shareholders' equity
(non-GAAP)                            $ 2,175,880          $ 3,010,129          $ 1,663,450          $ 1,163,576          $   980,258
Ratios:
Return on average total shareholders'
equity (GAAP)                                7.05  %              4.52  %              1.11  %              8.75  %              9.02  %
Return on average tangible
shareholders' equity (non-GAAP)              9.18  %              5.14  %              1.37  %             11.61  %             12.52  %
Operating return on average tangible
shareholders' equity (non-GAAP)              9.80  %              5.51  %              6.14  %             11.15  %             12.42  %


(1)Refer to the table above within this "Non-GAAP Financial Measures" section
for a reconciliation of operating net income to net income.

                                       62
--------------------------------------------------------------------------------


Financial Position

                         Summary of Financial Position

                                             As of December 31,                                      Change
                                          2022                  2021              Amount ($)                Percentage (%)
                                                                  (Dollars in thousands)
Cash and cash equivalents           $     169,505          $ 1,231,792          $ (1,062,287)                           (86.2) %
Securities available for sale           6,690,778            8,511,224            (1,820,446)                           (21.4) %
Securities held to maturity               476,647                    -               476,647                            100.0  %
Loans, net of allowance for loan
losses                                 13,420,317           12,157,281             1,263,036                             10.4  %
Federal Home Loan Bank stock               41,363               10,904                30,459                            279.3  %
Goodwill and other intangible
assets                                    661,126              649,703                11,423                              1.8  %
Deposits                               18,974,359           19,628,311              (653,952)                            (3.3) %
Borrowed funds                            740,828               34,278               706,550                          2,061.2  %


Cash and cash equivalents

Total cash and cash equivalents decreased by $1.1 billion, or 86.2%, to
$169.5 million at December 31, 2022 from $1.2 billion at December 31, 2021. This
decrease was primarily due to an increase in gross loans of $1.3 billion, a
decrease in total customer deposits of $654.0 million, net of purchases of
brokered certificates of deposit, and share repurchases of $201.6 million. These
items were partially offset by net cash inflows related to increased borrowed
funds of $706.6 million and net cash inflows related to AFS and HTM securities
of $263.7 million during the year ended December 31, 2022. For further
discussion of the change in deposits, refer to the later "Deposits" section in
this Item 7. For further discussion of the change in loans, refer to the later
"Loans" section in this Item 7. For more information regarding our share
repurchase programs, refer to Note 15, "Shareholders' Equity" within the Notes
to the Consolidated Financial Statements included in Part II, Item 8 in this
Annual Report on Form 10-K. For further discussion of the change in securities,
refer to the later "Securities" section in this Item 7. For further discussion
of the change in borrowed funds, refer to the later "Borrowed Funds" section in
this Item 7.

Securities

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

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

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

Investments in residential mortgage-backed securities involve a risk that actual
payments will be greater or less than the prepayment rate estimated at the time
of purchase, which may require adjustments to the amortization of any premium or
accretion of any discount relating to such interests, thereby affecting the net
yield on our securities. We periodically review current prepayment speeds to
determine whether prepayment estimates require modification that could cause
amortization or
                                       63
--------------------------------------------------------------------------------


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

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

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

                        Securities Portfolio Composition

                                                                         As of December 31,
                                                                    2022                    2021
                                                                           (In thousands)
Available for sale securities, at fair value:
Government-sponsored residential mortgage-backed securities   $    4,111,908          $    5,524,708
Government-sponsored commercial mortgage-backed securities         1,348,954               1,408,868
U.S. Agency bonds                                                    952,482               1,175,014
U.S. Treasury securities                                              93,057                  88,605
State and municipal bonds and obligations                            183,092                 280,329
Small business administration pooled securities                            -                  32,103
Other debt securities                                                  1,285                   1,597
Total available for sale securities, at fair value                 6,690,778               8,511,224

Held to maturity securities, at amortized cost:
Government-sponsored residential mortgage-backed securities 276,493

                       -

Government-sponsored commercial mortgage-backed securities 200,154

                       -
Total held to maturity securities, at amortized cost                 476,647                       -
Total                                                         $    7,167,425          $    8,511,224


Our securities portfolio has decreased $1.3 billion, or 15.8%, to $7.2 billion
at December 31, 2022 from $8.5 billion at December 31, 2021. This decrease was
primarily due to a decrease in the fair value of AFS securities, sales of AFS
securities, and maturities and principal paydowns of our AFS and held to
maturity ("HTM") securities. Partially offsetting this activity were AFS and HTM
security purchases during the year ended December 31, 2022:

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

•AFS securities sales totaled $431.2 million during the year ended December 31,
2022
. AFS and HTM security maturities and principal paydowns totaled $1.0
billion
and $17.4 million, respectively, during the year ended December 31,
2022
.


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

We did not have trading investments at December 31, 2022 and 2021.

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


Our AFS securities are carried at fair value and are categorized within the fair
value hierarchy based on the observability of model inputs. Securities which
require inputs that are both significant to the fair value measurement and
unobservable are classified as Level 3 within the fair value hierarchy. As of
both December 31, 2022 and 2021, we had no securities categorized as Level 3
within the fair value hierarchy.
                                       64
--------------------------------------------------------------------------------

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


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

                  Securities Portfolio, Weighted-Average Yield

Securities Maturing as of December 31, 2022 (1)

                                                                                                 After Five
                                               Within One          After One Year But            Years But                After Ten
                                                  Year              Within Five Years         Within Ten Years              Years                  Total
Available for sale securities:
Government-sponsored residential
mortgage-backed securities                              -  %                   2.27  %                  1.00  %                 1.53  %               1.45  %
Government-sponsored commercial
mortgage-backed securities                              -                      1.29                     1.51                    1.94                  1.68
U.S. Agency bonds                                       -                      0.79                     0.97                       -                  0.82
U.S. Treasury securities                                -                      1.97                        -                       -                  1.97
State and municipal bonds and obligations            1.22                      2.26                     3.17                    4.05                  3.66
Other debt securities                                0.84                         -                        -                       -                  0.84
Total available for sale securities                  0.89                      1.02                     1.25                    1.66                  

1.47

Held to maturity securities:
Government-sponsored residential
mortgage-backed securities                              -                         -                        -                    2.86                 

2.86

Government-sponsored commercial
mortgage-backed securities                              -                         -                     2.23                       -                 

2.23

Total held to maturity securities                       -                         -                     2.23                    2.86                  2.59
Total                                                0.89  %                   1.02  %                  1.36  %                 1.72  %               1.54  %


                                                                              Securities Maturing as of December 31, 2021 (1)
                                                                                                  After Five
                                                Within One          After One Year But            Years But                After Ten
                                                   Year              Within Five Years         Within Ten Years              Years                  Total
Available for sale securities:
Government-sponsored residential
mortgage-backed securities                               -  %                   2.64  %                  1.01  %                 1.44  %               1.38  %
Government-sponsored commercial
mortgage-backed securities                               -                      1.14                     1.20                    1.95                  1.67
U.S. Agency bonds                                     1.11                      0.73                     1.00                       -                  0.88
U.S. Treasury securities                              0.15                      0.78                        -                       -                  0.50
State and municipal bonds and obligations
(2)                                                  (1.24)                     2.46                     3.17                    4.04                  

3.48

Small business administration pooled
securities                                               -                      1.72                        -                    1.93                  1.90
Other debt securities                                 1.01                      0.84                        -                       -                  0.87
Total                                                 0.10  %                   0.95  %                  1.12  %                 1.60  %               1.42  %


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

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


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.
                                       65
--------------------------------------------------------------------------------

Loans


The following table shows the composition of our loan portfolio, by category, as
of the dates indicated and net PPP loan activity for the year ended December 31,
2022:

                                            As of December 31,                                                                Change (excluding net PPP loan activity)
                                                                                                       PPP Loan
                                        2022                  2021               Change ($)          Activity, net           Change ($)               Percentage (%)
                                                                                           (Dollars in thousands)

Commercial and industrial $ 3,150,946 $ 2,960,527

    $   190,419          $   (109,213)         $      299,632                          10.1  %
Commercial real estate                5,155,323             4,522,513              632,810                     -                 632,810                          14.0  %
Commercial construction                 336,276               222,328              113,948                     -                 113,948                          51.3  %
Business banking                      1,090,492             1,334,694             (244,202)             (212,331)                (31,871)                         (2.4) %
Residential real estate               2,460,849             1,926,810              534,039                     -                 534,039                          27.7  %
Consumer home equity                  1,187,547             1,100,153               87,394                     -                  87,394                           7.9  %
Other consumer                          194,098               214,485              (20,387)                    -                 (20,387)                         (9.5) %
Total gross loans (1)              $ 13,575,531          $ 12,281,510          $ 1,294,021          $   (321,544)         $    1,615,565                          13.2  %

(1)Amounts presented exclude unamortized premiums, unearned discounts and
deferred fees and costs.


We consider our loan portfolio to be relatively diversified by borrower and
industry. Our loans increased $1.3 billion, or 10.5%, to $13.6 billion at
December 31, 2022 from $12.3 billion at December 31, 2021. The increase as of
December 31, 2022 was primarily due to increases in our commercial real estate,
residential real estate, and commercial and industrial portfolio balances,
partially offset by a decrease in our business banking portfolio, as further
noted below:

•Our commercial real estate portfolio increased by $632.8 million from
December 31, 2021 to December 31, 2022 which was primarily attributable to an
increase of $622.0 million in commercial real estate investment loan balances.
Such loans represent loans secured by commercial real estate that are
non-owner-occupied. The increase in such loan balances was primarily due to
management's active focus on originating loans collateralized by
industrial/warehouse and multi-family property types, which are included in the
commercial real estate investment loan category, due to management's stable
outlook as it relates to the credit performance of such loans.

•Our residential real estate portfolio increased by 534.0 million from
December 31, 2021 to December 31, 2022 primarily due to the purchase of $380.2
million residential real estate loans from a third party during the year ended
December 31, 2022. Also contributing to the overall increase in the balance of
our residential real estate loans was a reduction in the volume of loan sales,
which was precipitated by rising market rates of interest, and led to us
retaining more of our residential real estate mortgage loan originations.

•Our commercial and industrial portfolio, excluding PPP loan balances, increased
by $299.6 million, which was primarily attributable to an increase of $291.7
million in commercial and industrial participation loans during the year ended
December 31, 2022. The majority of the increase in participation loans was in
our SNC portfolio, which increased $205.0 million during the year ended December
31, 2022. The increase in such loan balances was primarily due to management's
active focus in increasing our exposures related to such arrangements due to
strong historical credit performance and management's stable outlook as it
relates to the future credit performance of such loans. Partially offsetting
this increase was a $109.2 million decrease in commercial and industrial PPP
loan balances during the year ended December 31, 2022 as such loans were paid
off or forgiven by the SBA resulting in a net portfolio increase of $190.4
million.

•Our business banking portfolio decreased by $244.2 million primarily as a
result of a $212.4 million decrease in business banking PPP loan balances during
the year ended December 31, 2022 as such loans were paid off or forgiven by the
SBA.

We believe that our commercial loan portfolio composition is relatively
diversified in terms of industry sectors, property types and various lending
specialties. As of December 31, 2022, the amortized cost balances of
concentrations in our commercial loan portfolios were as follows:

                                       66
--------------------------------------------------------------------------------

Commercial and Industrial

                                                                    Balance                  Percentage (%)
                                                                             (Dollars in thousands)
Educational services                                            $     773,680                             24.7  %
Professional, scientific, and technical services                      324,681                             10.4  %
Finance and insurance                                                 303,024                              9.7  %
Wholesale trade                                                       278,944                              8.9  %
Accomodation                                                          199,353                              6.4  %
Healthcare                                                            197,684                              6.3  %
Transportation                                                        185,925                              5.9  %
Manufacturing                                                         176,993                              5.7  %
Admin support                                                         159,967                              5.1  %
Real estate                                                           113,947                              3.6  %
Other industries                                                      418,330                             13.3  %
Total portfolio                                                 $   3,132,528                            100.0  %


                                            Commercial Real Estate
                                          Balance             Percentage (%)
                                            (Dollars in thousands)
Multi-family                      $           1,212,944               23.5  %
Industrial/warehouse                            546,660               10.6  %
Retail                                          509,651                9.9  %
Office                                          441,910                8.6  %
Mixed use - retail/office                       428,650                8.3  %
Mixed use - retail/multi-family                 357,127                6.9  %
School                                          351,581                6.8  %
Affordable housing                              319,681                6.2  %
Self storage                                    186,253                3.6  %
Other property types                            796,906               15.6  %
Total portfolio                   $           5,151,363              100.0  %


                                             Commercial Construction
                                           Balance              Percentage (%)
                                              (Dollars in thousands)
Affordable housing                 $               85,802               25.7  %
Multi-family                                       82,875               24.8  %
Industrial/warehouse                               54,772               16.4  %
Mixed use - retail/multi-family                    26,150                7.8  %
For sale housing                                   20,646                6.2  %
Assisted living                                    14,767                4.4  %
Office                                             10,255                3.1  %
Retail                                              9,082                2.7  %
1-4 family                                          7,575                2.3  %
Service station                                     6,375                1.9  %
Other property types                               15,960                4.7  %
Total portfolio                    $              334,259              100.0  %


We believe that the loan to value ratio ("LTV") is an important factor in
monitoring the risk characteristics of our loans secured by real estate. The
following tables show the distribution of loan balances, on an amortized cost
basis, by LTV
                                       67
--------------------------------------------------------------------------------

and year of origination for each of our portfolios of loans, including those
acquired from Century, secured by real estate as of December 31, 2022:


                                               Balance of Commercial Real 

Estate Loans Originated During the Year Ended December 31,

                                      2022                   2021               2020               2019               2018            2017 and Prior   

Total

Current LTV (1)                                                                       (Dollars in thousands)
Not available (2)             $         26,231           $  34,682          $   3,594          $  33,701          $  16,111          $       83,179    $   197,498
50.00% or lower                        528,843             208,311            259,368            166,600            162,811                 517,976      1,843,909
50.01% - 69.99%                        646,235             417,407            226,378            349,793            283,041                 372,933      2,295,787
70.00% - 79.99%                        230,141             162,053             89,088             58,293             39,787                  41,458        620,820
80.00% - 89.99% (3)                     52,027              13,068                  -              2,426              1,424                   1,157         70,102
90.00% or higher                        61,449               6,370             14,327                  -                  -                  41,101        123,247
Total                         $      1,544,926           $ 841,891          $ 592,755          $ 610,813          $ 503,174          $    1,057,804    $ 5,151,363
Average LTV                              58.74   %           57.08  %           51.72  %           52.68  %           53.91  %                45.03  %       53.79  %


                                          Balance of Residential Real

Estate Loans Originated During the Year Ended December 31,

                                  2022                  2021               2020               2019              2018            2017 and Prior         

Total

Current LTV (1)                                                                      (Dollars in thousands)
Not available (2)          $        2,926           $     118          $     893          $       -          $      -          $       13,638          $    17,575
50.00% or lower                    65,099             172,890             81,685             26,678            21,196                 159,541              527,089
50.01% - 69.99%                   110,503             259,847            148,747             30,546            21,890                 164,443              735,976
70.00% - 79.99%                   271,503             169,608            100,406             29,310            13,531                  75,190              659,548
80.00% - 89.99%                   233,927              59,104             33,932              9,832            12,917                  37,755              387,467
90.00% or higher                   82,136              40,862             17,988              7,381             1,134                   2,899              152,400
Total                      $      766,094           $ 702,429          $ 383,651          $ 103,747          $ 70,668          $      453,466          $ 2,480,055
Average LTV                         76.11   %           62.43  %           63.02  %           63.03  %          60.32  %                55.58  %             65.46  %


                                            Balance of Consumer Home Equity

Loans Originated During the Year Ended December 31,

                                  2022                  2021               2020               2019               2018            2017 and Prior        

Total

Current LTV (1)                                                                      (Dollars in thousands)
Not available (2)          $      275,299           $ 208,698          $  25,507          $  37,073          $  30,187          $      211,075          $   787,839
50.00% or lower                     4,395                 569             29,419             24,721             26,031                  34,509              119,644
50.01% - 69.99%                     6,905                 797             35,253             23,826             20,586                  37,167              124,534
70.00% - 79.99%                     5,133                 587             14,580             27,194             20,771                  36,918              105,183
80.00% - 89.99%                     2,909                 762              6,204             12,594              8,490                  22,628               53,587
90.00% or higher                        -                   -                  -                  -                  -                     520                  520
Total                      $      294,641           $ 211,413          $ 110,963          $ 125,408          $ 106,065          $      342,817          $ 1,191,307
Average LTV                         61.32   %           63.28  %           55.56  %           60.65  %           57.99  %                61.96  %             59.55  %

(1)Current LTV is calculated based upon exposure amount and the most recently
available appraisal value as of the reporting period.

(2)Insufficient data available to calculate LTV.

(3)We generally require an LTV of 80% or less on new CRE loan originations.
Certain CRE loans with LTVs greater than 80% may have additional collateral
pledged which is not included in the computation of the amounts stated.

                                       68
--------------------------------------------------------------------------------


The maturity distribution of our loan portfolio is one factor used by management
to evaluate the risk characteristics of our loan portfolio. The following table
shows the maturity distribution of our loans, on a gross basis, as of
December 31, 2022:

                      Scheduled Contractual Loan Maturity

                                    One Year or Less          One to Five         Five to Fifteen        After Fifteen
                                           (1)                   Years                 Years                 Years                 Total
                                                                                 (In thousands)
Commercial and industrial           $      324,458          $  1,195,402          $    672,359          $    958,727          $  3,150,946
Commercial real estate                     227,408             1,299,723             3,215,683               412,509             5,155,323
Commercial construction                     44,985               161,635               119,570                10,086               336,276
Business banking                           124,912               268,262               659,813                37,505             1,090,492
Residential real estate                        671                12,731               295,898             2,151,549             2,460,849
Consumer home equity                         1,657                17,943               216,407               951,540             1,187,547
Other consumer                              26,987                83,395                79,606                 4,110               194,098
Total loans                         $      751,078          $  3,039,091          $  5,259,336          $  4,526,026          $ 13,575,531

(1)Includes demand loans, or loans without a stated maturity.


The interest rate risk of our loan portfolio is an important element in the
management of net interest margin. We attempt to manage the relationship between
the interest rate sensitivity of our assets and liabilities to produce an
effective interest differential that is not significantly impacted by changes in
the level of interest rates. The following table shows the interest rate risk of
our loans, on a gross basis, due one year after December 31, 2022:

                            Loan Interest Rate Risk

                                                 Due after December 31, 2023
                                           Fixed         Adjustable          Total
                                                        (In thousands)

Commercial and industrial $ 830,924 $ 1,995,564 $ 2,826,488

Commercial real estate 2,188,212 2,739,703 4,927,915

         Commercial construction           220,927           70,364           291,291
         Business banking                  263,466          702,114           965,580

Residential real estate 2,000,810 459,368 2,460,178

         Consumer home equity              202,215          983,675         1,185,890
         Other consumer                    164,260            2,851           167,111
         Total loans                   $ 5,870,814      $ 6,953,639      $ 12,824,453


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

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

Risk rating assignment is determined using one of 15 separate scorecards
developed for distinctive portfolio segments based on common attributes. Key
factors include: industry and market conditions, position within the industry,
earnings trends, operating cash flow, asset/liability values, debt capacity,
guarantor strength, management and controls, financial reporting, collateral and
other considerations.

Special mention, substandard and doubtful loans totaled 2.2% and 5.8% of total
commercial loans outstanding at December 31, 2022 and 2021, respectively. This
decrease was driven by risk rating upgrades in the construction and commercial
and industrial portfolios.
                                       69
--------------------------------------------------------------------------------


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.

For the retail portfolio, which includes residential real estate, consumer home
equity, and other consumer portfolios, we monitor credit quality using the
borrower's FICO score. As of December 31, 2022, 72.3% of retail borrowers, based
on loan balance, have a FICO score of 740 or greater. The following table shows
the balances by borrowers' current FICO scores as of the dates indicated:

                                           As of December 31, 2022                                      As of December 31, 2021
                             Residential            Consumer             Other            Residential            Consumer             Other
                             Real Estate          Home Equity           Consumer          Real Estate          Home Equity           Consumer
Current FICO (1)                            (Dollars in thousands)                                       (Dollars in thousands)
Not available (2)           $     5,195          $    15,284          $  27,400          $     3,954          $     1,122          $  27,448
640 or lower                     54,268               37,538              4,406               49,112               39,446              7,680
641 - 699                       193,215              114,751             13,026              184,740              106,621             18,078
700 - 739                       381,018              200,397             21,139              307,162              173,617             27,739
740 or higher                 1,846,359              823,337            111,807            1,381,842              779,347            133,539
Total                       $ 2,480,055          $ 1,191,307          $ 177,778          $ 1,926,810          $ 1,100,153          $ 214,485
Average FICO                         767.3                763.3              772.2                764.7                764.5              765.7

(1)Borrower FICO scores are updated on a semi-annual basis, and the most recent
update occurred in August 2022.

(2)Insufficient data available to report.

The delinquency rate of our total loan portfolio decreased to 0.50% at
December 31, 2022 from 0.65% at December 31, 2021.


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

                             Loan Delinquency Rates

                                    Delinquency Rate as of December 31, (1) (2)
                                                  2022                          2021
Commercial and industrial                                          0.12  %     0.06  %
Commercial real estate                                                -  %     0.60  %
Commercial construction                                               -  %        -  %
Business banking                                                   1.00  %     0.86  %
Residential real estate                                            1.46  %     1.38  %
Consumer home equity                                               1.33  %     0.90  %
Other consumer                                                     0.63  %     1.23  %
Total                                                              0.50  %     0.65  %


(1)In the calculation of the delinquency rate as of December 31, 2022 and 2021,
the total amount of loans outstanding includes $9.8 million and $331.4 million,
respectively, of PPP loans.

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

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

Non-performing assets ("NPAs") are comprised of non-performing loans ("NPLs"),
OREO and non-performing securities. NPLs consist of non-accrual loans and loans
that are more than 90 days past due but still accruing interest. OREO consists
of real estate properties, which primarily serve as collateral to secure our
loans, that we control due to foreclosure. These properties are recorded at the
fair value less estimated costs to sell on the date we obtain control. Any
write-downs to the
                                       70
--------------------------------------------------------------------------------


cost of the related asset upon transfer to OREO to reflect the asset at fair
value less estimated costs to sell is recorded through the allowance for loan
losses.

NPLs increased $3.6 million, or 10%, to $38.6 million at December 31, 2022 from
$35.0 million at December 31, 2021. NPLs as a percentage of total loans
decreased to 0.28% at December 31, 2022 from 0.29% at December 31, 2021. Refer
to the later "Allowance for Credit Losses" section in this Item 7 for a
discussion of the change in non-accrual loans which comprise our NPLs as of
December 31, 2022. As of December 31, 2021, NPLs included loans that were past
due 90 days or more and still accruing which were comprised solely of purchased
credit impaired ("PCI") loans. PCI loans were not subject to classification as
non-accrual in the same manner as originated loans as their interest income
related to the accretable yield recognized and not to contractual interest
payments at the loan level. In connection with our adoption of ASU 2016-13 on
January 1, 2022, all PCI loans are now considered purchased credit deteriorated
("PCD") loans. Interest income recognition for PCD loans is consistent with
originated loans and, therefore, PCD loans cease accruing interest at 90 days
past due unless management believes that the applicable collateral held by the
Company is clearly sufficient and in full satisfaction of both principal and
interest. There were no PCD or originated loans at December 31, 2022 that were
past due 90 days or more and still accruing.

The total amount of interest recorded on NPLs was not significant for both the
years ended December 31, 2022 and 2021. The gross interest income that would
have been recorded under the original terms of those loans if they had been
performing amounted to $3.9 million and $3.2 million for the years ended
December 31, 2022 and 2021, respectively.

In the course of resolving NPLs, we may choose to restructure the contractual
terms of certain loans. We attempt to work-out alternative payment schedules
with the borrowers in order to avoid foreclosure actions. We review each loan
that is modified to identify whether a TDR has occurred. TDRs involve situations
in which, for economic or legal reasons related to the borrower's financial
difficulties, we grant a concession to the borrower that we would not otherwise
consider. As noted within Note 5, "Loans and Allowance for Credit Losses" within
the Notes to the Consolidated Financial Statements included in Part II, Item 8
in this Annual Report on Form 10-K, loan modifications made in response to the
COVID-19 pandemic that met the criteria of either Section 4013 of the CARES Act
or the Interagency Statement on Loan Modifications and Reporting for Financial
Institutions Working with Customers Affected by the Coronavirus (Revised) are
not deemed TDRs. This election afforded by the CARES Act and Interagency
guidance expired on January 1, 2022.

In cases where a borrower experiences financial difficulties and we make certain
concessionary modifications to contractual terms, the loan is classified as a
TDR. Loans modified during the year ended December 31, 2022 and 2021 which were
determined to be TDRs were $12.6 million (post modification balance) and $0.8
million (post modification balance), respectively. The Company executed 51 and 5
TDRs during the years ended December 31, 2022 and 2021, respectively. As
discussed further in the "COVID-19 Modifications" section below, we elected to
apply the treatment of modifications to borrowers impacted by the COVID-19
pandemic afforded by the CARES Act and the Interagency Statement on Loan
Modifications and Reporting for Financial Institutions Working with Customers
Affected by the Coronavirus (Revised) which resulted in such loans not being
deemed TDRs. This election, which expired on January 1, 2022, contributed to a
significant decline in new TDRs during the years ended December 31, 2021 and
2020. Consequently, modifications designated as TDRs increased during the year
ended December 31, 2022 as we are no longer executing COVID-19 modifications.
The overall increase in TDR loans modified during the aforementioned periods
consisted of an increase of $8.2 million and $3.6 million in commercial and
consumer loan TDR modifications, respectively. One loan totaling $1.0 million
that was modified during the preceding 12 months subsequently defaulted during
the year ended December 31, 2022. No loans were modified during the preceding 12
months which subsequently defaulted during the year ended December 31, 2021.

It is our policy to have any restructured loans that 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.

PCD loans are loans that we acquired that have shown evidence of deterioration
of credit quality since origination and, therefore, it was deemed unlikely that
all contractually required payments would be collected upon the acquisition
date. We consider factors such as payment history, collateral values and accrual
status when determining whether there was evidence of deterioration at the
acquisition date. As of December 31, 2022, the carrying amount of PCD loans was
$56.6 million. As discussed further below, we adopted ASU 2016-13, commonly
referred to as CECL, on January 1, 2022. Prior to such adoption, our acquired
loans that exhibited evidence of deterioration of credit quality since
origination were designated as PCI loans. As of December 31, 2021, the carrying
amount of PCI loans was $69.6 million.

COVID-19 Modifications. In light of the COVID-19 pandemic, we implemented loan
modification programs for our borrowers that allowed for either full payment
deferrals (both interest and principal) or deferral of principal only. These
modifications met the criteria of either Section 4013 of the CARES Act or the
Interagency Statement on Loan Modifications
                                       71
--------------------------------------------------------------------------------


and Reporting for Financial Institutions Working with Customers Affected by the
Coronavirus (Revised) and therefore are not deemed TDRs. We have deemed these
modified loans "COVID-19 modifications."

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

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

                                              Remaining COVID-19 Modifications                      Remaining COVID-19 Modifications
                                                 as of December 31, 2022 (1)                           as of December 31, 2021 (1)
                                            Balance              % of Total Portfolio             Balance              % of Total Portfolio
                                                                              (Dollars in thousands)
Commercial and industrial              $             -                          0.0  %       $         4,548                          0.2  %
Commercial real estate                          12,826                          0.3  %                93,519                          2.1  %
Commercial construction                              -                            -  %                     -                            -  %
Business banking                                     -                          0.0  %                   649                          0.1  %
Residential real estate                            262                          0.0  %                 5,870                          0.3  %
Consumer home equity                                 -                            -  %                 1,365                          0.1  %
Other consumer                                       -                          0.0  %                   706                          0.3  %
Total (2)                              $        13,088                          0.1  %       $       106,657                          0.9  %


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

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


As of December 31, 2022 and 2021, the aggregate amount of loans that received a
COVID-19 modification and have become a non-performing loan after the respective
deferral period was $4.4 million and $4.7 million, respectively.

Potential Problem Loans. In the normal course of business, we become aware of
possible credit problems in which borrowers exhibit potential for the inability
to comply with the contractual terms of their loans, but which currently do not
yet meet the criteria for classification as NPLs. These loans were neither
delinquent nor on non-accrual status. At December 31, 2022 and 2021, our
potential problem 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 $187.0 million and $470.9 million, respectively.

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

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

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.
                                       72
--------------------------------------------------------------------------------


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 possess unique risk characteristics
that are considered when determining the appropriate level of allowance for loan
losses, including:

•known increases within each category;

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

•historical loan loss experience within each category;

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

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

•volume and trends in delinquencies and non-accruals;

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

•corporate goals and objectives;

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

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


Loans are evaluated on a regular basis by management. Expected lifetime losses
are estimated on a collective basis for loans sharing similar risk
characteristics and are determined using a quantitative model combined with an
assessment of certain qualitative factors designed to address forecast risk and
model risk inherent in the quantitative model output. For commercial and
industrial, commercial real estate, commercial construction and business banking
portfolios, the quantitative model uses a loan rating system which is comprised
of management's determination of probability of default, or "PD," loss given
default, or "LGD" and exposure at default, or "EAD," which are derived from
historical loss experience and other factors. For residential real estate,
consumer home equity and other consumer portfolios, our quantitative model uses
historical loss experience.

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

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

The allowance for loan losses increased by $44.4 million, or 45.4%, to $142.2
million, or 1.05% of total loans, at December 31, 2022 from $97.8 million, or
0.80% of total loans at December 31, 2021. The increase in the allowance for
loan losses was primarily a result of our adoption of CECL, as previously
described above, and increased loan balances, as previously described above. The
additional reserves required as a result of our adoption of CECL were primarily
attributable to the loans we acquired in connection with our acquisition of
Century which were recorded at fair value at the time of acquisition. Under ASU
2016-13, the credit mark that is a component of the day-one fair value
adjustment on acquired loans cannot be considered in the allowance computation,
whereas under the incurred loss model, the credit mark could be considered for
reserve determination purposes. In connection with our adoption of this
standard, we recorded an increase to the allowance for loan losses of $27.1
million which represented the one-time cumulative-effect adjustment.

For additional discussion of our allowance for credit losses measurement
methodology, see Note 2, "Summary of Significant Accounting Policies" and Note
5, "Loans and Allowance for Loan Losses" within the Notes to the Consolidated
Financial Statements included in Part II, Item 8 in this Annual Report on Form
10-K. For additional discussion of the change in allowance for loan losses,
refer to the later "Provision for Loan Losses," included in the "Results of
Operations" section within this Item 7. For discussion of our previous
methodology for estimating the allowance for loan losses, refer to Note 6,
"Loans and Allowance for Loan Losses" within the Notes to the Consolidated
Financial Statements included in Part II, Item 8 in this Annual Report on Form
10-K and Note 2, "Summary of Significant Accounting Policies" included in Part
II, Item 8 of the 2021 Form 10-K.
                                       73
--------------------------------------------------------------------------------

The following table summarizes credit ratios for the periods presented:

                                 Credit Ratios

For the Year Ended December 31,

                                                2022                  2021                2020                 2019                2018
                                                                                (Dollars in thousands)
Net loan charge-offs (recoveries):
Commercial and industrial                 $        (1,053)       $          623       $         992       $      (2,625)       $         893
Commercial real estate                                (91)                  243               (206)                 (12)                (83)
Commercial construction                                  -                    -                   -                    -                   -
Business banking                                       223                3,567               4,855                5,370               5,970
Residential real estate                               (94)                 (87)               (125)                 (39)               (125)
Consumer home equity                                  (23)                (161)                 421                  153                 225
Other consumer                                       1,625                1,373               2,129                1,811               1,676
Total net loan charge-offs (recoveries)   $            587       $        

5,558 $ 8,066 $ 4,658 $ 8,556
Average loans:
Commercial and industrial

                 $      2,944,064       $    

2,015,665 $ 2,053,093 $ 1,419,875 $ 1,185,224
Commercial real estate

                           4,886,951            3,960,818           3,654,887            3,667,147           3,402,560
Commercial construction                            294,805              191,771             226,286              263,736             327,781
Business banking                                 1,021,720            1,241,770           1,079,779              738,652             738,122
Residential real estate                          2,063,193            1,508,796           1,398,337            1,438,775           1,357,116
Consumer home equity                             1,129,757              869,110             902,634              948,089             934,681
Other consumer                                     197,659              233,932             334,257              471,602             619,406
Average total loans (1)                   $     12,538,149       $   10,021,862       $   9,649,273       $    8,947,876       $   8,564,890
Total net charge-offs (recoveries) to
average total loans outstanding during
the period
Commercial and industrial                       (0.04)   %              0.03  %             0.05  %           (0.18)   %             0.08  %
Commercial real estate                           0.00                   0.01               (0.01)              0.00                  0.00
Commercial construction                             -                      -                   -                  -                     -
Business banking                                 0.02                   0.29                0.45               0.73                  0.81
Residential real estate                          0.00                  (0.01)              (0.01)              0.00                 (0.01)
Consumer home equity                             0.00                  (0.02)               0.05               0.02                  0.02
Other consumer                                   0.82                   0.59                0.64               0.38                  0.27
Total net charge-offs (recoveries) to
average total loans outstanding during
the period                                       0.00    %              0.06  %             0.08  %            0.05    %             0.10  %
Total loans                               $     13,575,531       $   

12,281,510 $ 9,730,525 $ 8,987,046 $ 8,856,003
Total non-accrual loans

                   $         38,604       $       

32,993 $ 41,005 $ 42,451 $ 26,172
Allowance for loan losses

                 $        142,211       $       

97,787 $ 113,031 $ 82,297 $ 80,655
Allowance for loan losses as a percent of
total loans

                                      1.05    %              0.80  %             1.16  %            0.92    %             0.91  %
Non-accrual loans as a percent of total
loans                                            0.28    %              0.27  %             0.42  %            0.47    %             0.30  %
Allowance for loan losses as a percent of
non-accrual loans                              368.38    %            296.39  %           275.65  %          193.86    %           308.17  %


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


Non-accrual loans increased $5.6 million, or 17%, to $38.6 million at
December 31, 2022 from $33.0 million at December 31, 2021, primarily due to
increases in non-accrual loans in our residential real estate and consumer home
equity portfolios of $3.1 million and $2.3 million, respectively. Non-accrual
residential real estate and consumer home equity loans increased primarily due
to several loans moving to non-accrual status which had been acquired in
connection with our acquisition of Century.
                                       74
--------------------------------------------------------------------------------


The following tables sets forth the allocation of the allowance for loan losses
by loan categories listed in loan portfolio composition and the related loan
balances as a percentage of total loans as of the dates indicated:

               Summary of Allocation of Allowance for Loan Losses

                                                                                                As of December 31,
                                                                    2022                                                                2021
                                                                Percent of
                                                               Allowance in            Percent of                                   Percent of
                                                                 Category               Loans in                                    Allowance               Percent of
                                                                 to Total               Category             Allowance             in Category           Loans in Category
                                        Allowance for           Allocated              to Total               for Loan          to Total Allocated           to Total
                                         Loan Losses            Allowance                Loans                 Losses               Allowance                  Loans
                                                                                              (Dollars in thousands)
Commercial and industrial (1)           $    26,859                  18.89  %               23.21  %       $    18,018                    18.43  %                24.10  %
Commercial real estate                       54,730                  38.49  %               37.97  %            52,373                    53.56  %                36.82  %
Commercial construction                       7,085                   4.98  %                2.48  %             2,585                     2.64  %                 1.81  %
Business banking (1)                         16,189                  11.38  %                8.03  %            10,983                    11.23  %                10.87  %
Residential real estate                      28,129                  19.78  %               18.13  %             6,556                     6.70  %                15.69  %
Consumer home equity                          6,454                   4.54  %                8.75  %             3,722                     3.81  %                 8.96  %
Other consumer                                2,765                   1.94  %                1.43  %             3,308                     3.38  %                 1.75  %
Other                                             -                      -  %                   -  %               242                     0.25  %                    -  %
Total                                   $   142,211                 100.00  %              100.00  %       $    97,787                   100.00  %               100.00  %


                                                                                                                      As of December 31,
                                                      2020                                                                  2019                                                                   2018
                                                 Percent of                                                            Percent of                                                             Percent of
                                                Allowance in             Percent of                                     Allowance               Percent of                                     Allowance               Percent of
                                              Category to Total       Loans in Category         Allowance              in Category           Loans in Category         Allowance              in Category           Loans in Category
                         Allowance for            Allocated               to Total               for Loan          to Total Allocated            to Total               for Loan          to Total Allocated            to Total
                          Loan Losses             Allowance                 Loans                 Losses                Allowance                  Loans                 Losses                Allowance                  Loans
                                                                                                                    (Dollars in thousands)
Commercial and
industrial (1)           $    26,617                   23.54  %                20.51  %       $    20,919                     25.42  %                18.27  %       $    19,321                     23.96  %                18.73  %
Commercial real estate        54,569                   48.28  %                36.73  %            34,730                     42.20  %                39.34  %            32,400                     40.17  %                36.26  %
Commercial construction        4,553                    4.03  %                 3.14  %             3,424                      4.16  %                 3.05  %             4,606                      5.71  %                 3.53 

%

Business banking (1)          13,152                   11.64  %                13.76  %             8,260                     10.04  %                 8.58  %             8,167                     10.13  %                 8.37 

%

Residential real estate        6,435                    5.69  %                14.09  %             6,380                      7.75  %                15.90  %             7,059                      8.75  %                16.16  %
Consumer home equity           3,744                    3.31  %                 8.92  %             4,027                      4.89  %                10.38  %             4,113                      5.10  %                10.72  %
Other consumer                 3,467                    3.07  %                 2.85  %             4,173                      5.07  %                 4.48  %             4,600                      5.70  %                 6.23  %
Other                            494                    0.44  %                    -  %               384                      0.47  %                    -  %               389                      0.48  %                    -  %
Total                    $   113,031                  100.00  %               100.00  %       $    82,297                    100.00  %               100.00  %       $    80,655                    100.00  %               100.00  %

(1)PPP loans are included within these portfolios as of December 31, 2022,
December 31, 2021, and December 31, 2020; however, as of each such date, 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.
                                       75
--------------------------------------------------------------------------------


For additional information regarding our allowance for loan losses, see Note 5,
"Loans and Allowance for Credit Losses" within the Notes to the Consolidated
Financial Statements included in Item 8 in this Annual Report on Form 10-K.

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 $41.4 million and $10.9 million at
December 31, 2022 and 2021, respectively. The amount of stock we are required to
purchase is in proportional to our FHLB borrowings and level of total assets.
Accordingly, the increase in the FHLB stock is due to increased borrowing.

Goodwill and other intangible assets


Goodwill and other intangible assets were $661.1 million and $649.7 million at
December 31, 2022 and 2021, respectively. The increase in goodwill and other
intangibles assets was due to the purchase of two insurance agencies during the
year ended December 31, 2022. The aggregate amount of goodwill that was added as
a result of these acquisitions was $8.7 million. For more information regarding
our insurance agency acquisitions, refer to Note 3,"Mergers and Acquisitions"
and Note 9,"Goodwill and Other Intangibles" within the Notes to the Consolidated
Financial Statements included in Part II, Item 8 in this Annual Report on Form
10-K. We did not record any impairment to our goodwill or other intangible
assets during the years ended December 31, 2022 and 2021. We will continue to
assess our goodwill and other intangible assets to determine if impairments are
necessary.

Deposits and other interest-bearing liabilities


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.
In addition, we may occasionally raise funds through the use of brokered
deposits.

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

                             Components of Deposits

                                     As of December 31,              Change          Change
                                   2022              2021          Amount ($)      Amount (%)
                                                   (Dollars in thousands)
Demand                        $  6,240,637      $  7,020,864      $ (780,227)         (11.1) %
Interest checking                4,568,122         4,478,566          89,556            2.0  %
Savings                          1,831,123         2,077,495        (246,372)         (11.9) %
Money market investments         4,710,095         5,525,005        (814,910)         (14.7) %
Certificates of deposit (2)      1,624,382           526,381       1,098,001          208.6  %
Total deposits                $ 18,974,359      $ 19,628,311      $ (653,952)          (3.3) %

(1)The Bank's estimate of total uninsured deposits was $9.0 billion and $11.0
billion
at December 31, 2022 and December 31, 2021, respectively.


(2)Brokered deposits are included in certificates of deposits and amounted to
$928.6 million at December 31, 2022. As of December 31, 2021, we had purchased
no brokered certificates of deposit.
                                       76
--------------------------------------------------------------------------------


Deposits decreased by $0.7 billion, or 3.3%, to $19.0 billion at December 31,
2022 from $19.6 billion at December 31, 2021. This decrease was primarily the
result of a decrease in money market investments of $0.8 billion, a decrease in
demand deposits of $0.8 billion, and a decrease in savings deposits of $0.2
billion. These decreases were partially offset by an increase of $1.1 billion in
certificates of deposit. The overall decrease is primarily due to a runoff of
higher cost deposits acquired in connection with our acquisition of Century, the
runoff of government stimulus funds which had been deposited by our customers,
higher market rates resulting in greater industry-wide competition for deposits,
and a transfer of deposits during the second quarter of 2022. On January 14,
2022, we announced we had entered into an asset purchase agreement for the
transfer of our cannabis-related and money service business deposits
relationships, which we acquired from Century, to Needham Bank. On April 1,
2022, we completed the transfer of such deposits, which was subject to a
post-transfer settlement period of 60 days. The total amount transferred, which
includes amounts transferred during the post-transfer settlement period, was
$278.0 million. Partially offsetting these decreases was an increase of $1.1
billion in certificates of deposit which was primarily attributable to the
purchase of $928.6 million of brokered certificates of deposit during the year
ended December 31, 2022.

The following table presents the classification of deposits on an average basis
for the years indicated:


                 Classification of Deposits on an Average Basis

                                                                              For the Year Ended December 31,
                                               2022                                         2021                                         2020
                                  Average               Average                Average               Average                Average               Average
                                  Amount                  Rate                 Amount                  Rate                 Amount                  Rate
                                                                                   (Dollars in thousands)
Demand                        $  6,647,518                      -  %       $  5,547,615                      -  %       $  4,535,066                      -  %
Interest checking                4,890,709                   0.24  %          2,866,091                   0.07  %          2,227,185                   0.09  %
Savings                          2,015,651                   0.01  %          1,483,271                   0.02  %          1,123,584                   0.02  %
Money market investments         5,057,445                   0.27  %          3,870,712                   0.06  %          3,212,752                   0.23  %
Certificates of deposit            463,261                   0.70  %            280,141                   0.21  %            300,381                   0.52  %
Total deposits                $ 19,074,584                   0.15  %       $ 14,047,830                   0.04  %       $ 11,398,968                   0.10  %

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

Maturities of Time Certificates of Deposit $250,000 and Over


                                            As of December 31,
                                           2022           2021
Maturing in                                   (In thousands)
Three months or less                    $  39,322      $ 113,019

Over three months through six months 45,053 53,899
Over six months through twelve months 149,107 33,295
Over twelve months

                          5,569         23,827
Total                                   $ 239,051      $ 224,040


Borrowings

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


Our total borrowings increased by $706.6 million to $740.8 million at
December 31, 2022 compared to $34.3 million at December 31, 2021. The increase
was primarily due to an increase in FHLB advances, which we borrowed primarily
to fund loan originations. The increase was also due, in part, to an increase in
interest rate swap collateral funds, which represents collateral posted to us by
our financial institution counterparties for over-the-counter interest rate
swaps. At December 31, 2021, our financial institution counterparties were not
required to post collateral to us due to the low level of market interest rates.
Conversely, at December 31, 2022, following increases in market interest rates
during the year ended December 31, 2022, our financial institution
counterparties were required to post collateral to us of $14.4 million.
                                       77
--------------------------------------------------------------------------------


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

                             Borrowings by Category

                                                 As of December 31,           Change
                                                 2022           2021        Amount ($)
                                                           (In thousands)

Federal Home Loan Bank short-term advances $ 691,297 $ 17 $ 691,280
Escrow deposits of borrowers

                     22,314        20,258       

2,056

Interest rate swap collateral funds              14,430             -       

14,430

Federal Home Loan Bank long-term advances 12,787 14,003

   (1,216)
Total                                        $  740,828      $ 34,278      $  706,550


Results of Operations

                        Summary of Results of Operations

                                         For the Year Ended December 31,                           Change
                                             2022                2021            Amount ($)              Percentage (%)
                                                                       (Dollars in thousands)
Interest and dividend income             $  605,181          $ 435,159          $  170,022                           39.1  %
Interest expense                             37,127              5,332              31,795                          596.3  %
Net interest income                         568,054            429,827             138,227                           32.2  %
Provision for (release of) allowance for
loan losses                                  17,925             (9,686)             27,611                         (285.1) %
Noninterest income                          176,161            193,155             (16,994)                          (8.8) %
Noninterest expense                         469,602            443,956              25,646                            5.8  %
Income tax expense                           56,929             34,047              22,882                           67.2  %
Net income                               $  199,759          $ 154,665          $   45,094                           29.2  %

Comparison of the Years Ended December 31, 2022 and 2021

Interest and Dividend Income


Interest and dividend income increased by $170.0 million, or 39.1%, to $605.2
million during the year ended December 31, 2022 from $435.2 million during the
year ended December 31, 2021. This increase was primarily a result of our
acquisition of Century on November 12, 2021, which added approximately $6.6
billion in interest-earning assets. Overall, the average balance of our
interest-earning assets increased $4.9 billion, or 29.6%, to $21.6 billion as of
December 31, 2022 compared to $16.7 billion as of December 31, 2021, reflecting
the addition of Century assets. Also contributing to the increase in interest
and dividend income was an increase in the yield on average interest-earning
assets which increased by 22 basis points to 2.86% during the year ended
December 31, 2022. Our yields on loans and securities are generally presented on
an FTE basis where the embedded tax benefit on loans or securities are
calculated and added to the yield. Management believes that this presentation
allows for better comparability between institutions with different tax
structures.

•Interest income on securities and other short-term investments increased $61.6
million, or 91.1%, to $129.1 million for the year ended December 31, 2022
compared to $67.6 million for the year ended December 31, 2021. The increase in
interest income on securities was primarily due to an increase in the average
balance and yield of such securities. The average balance of our securities
increased $2.4 billion, or 36.3%, to $9.1 billion as of December 31, 2022
compared to $6.7 billion as of December 31, 2021, which was primarily due to
securities acquired in connection with our acquisition of Century of $3.1
billion partially offset by a net reduction in the balance of securities as a
result of security sales, maturities and principal paydowns in excess of
security purchases during the year ended December 31, 2022. The yield on our
securities increased 40 basis points during the year ended December 31, 2022 in
comparison to the year ended December 31, 2021. This increase is due primarily
to HTM securities purchased at higher interest rates as well as an increase in
yields on other short-term investments, the latter of which is due to increases
in the rate received on reserve balances held at the Federal Reserve Bank of
Boston, commensurate with increases in the federal funds rate.

•Interest income on loans increased by $108.5 million, or 29.5%, to $476.0
million during the year ended December 31, 2022 from $367.6 million during the
year ended December 31, 2021. The increase in interest
                                       78
--------------------------------------------------------------------------------


income on our loans was primarily due to an increase in the average balance of
loans and an increase in the yield on loans partially offset by a decrease in
net accretion of PPP loan deferred fees and costs. The average balance of our
loans increased $2.5 billion, or 25.1%, to $12.5 billion during the year ended
December 31, 2022 from $10.0 billion during the year ended December 31, 2021,
which was primarily due to loans acquired in connection with our acquisition of
Century of $2.9 billion. The FTE yield on average loans increased 17 basis
points to 3.88% during the year ended December 31, 2022. The slight increase in
loan yields was primarily due to increases in market rates of interest and was
partially offset by a decrease in net accretion of PPP loan deferred fees and
costs which decreased $25.3 million to $9.0 million during year ended December
31, 2022 from $34.3 million during the year ended December 31, 2021.

Interest Expense


Interest expense increased $31.8 million, or 596.3%, to $37.1 million during the
year ended December 31, 2022 from $5.3 million during the year ended December
31, 2021. The increase was attributable to increases in both deposit interest
expense and borrowings interest expense.

•Interest expense on our interest-bearing deposits increased by $23.5 million,
or 453.9%, to $28.6 million during the year ended December 31, 2022 from $5.2
million during the year ended December 31, 2021. This increase was due to an
increase in rates paid on deposits and due to an increase in average
interest-bearing deposits. Rates paid on interest-bearing deposits increased by
17 basis points to 0.23% during the year ended December 31, 2022 from 0.06%
during the year ended December 31, 2021, which were increased in response to an
increase in market rates of interest. Average interest-bearing deposits
increased $3.9 billion, or 46.2%, to $12.4 billion for the year ended December
31, 2022 from $8.5 billion for the year ended December 31, 2021 which was
primarily due to our acquisition of Century which added approximately $4.4
billion in interest-bearing deposits.

•Interest expense on borrowed funds increased by $8.3 million to $8.5 million
during the year ended December 31, 2022 from $0.2 million during the year ended
December 31, 2021 which was primarily attributable to an increase in the average
balance. Average borrowed funds increased by $230.1 million, or 868.6%, to
$256.6 million for the year ended December 31, 2022 from $26.5 million for the
year ended December 31, 2021, due to an increase in FHLB advances, which we
borrowed to fund loan originations.

Net Interest Income


Net interest income increased by $138.2 million, or 32.2%, to $568.1 million
during the year ended December 31, 2022, from $429.8 million during the year
ended December 31, 2021. Net interest income increased due to an increase in
yields on interest-earning assets which exceeded the increase in the costs of
interest-bearing liabilities. Also contributing to the increase in net interest
income was an increase in net interest-earning assets of $0.8 billion, or 9.6%,
to $8.9 billion during the year ended December 31, 2022 from $8.2 billion during
the year ended December 31, 2021.
                                       79
--------------------------------------------------------------------------------

The following chart shows our net interest margin over the past five annual
periods including and excluding net PPP loan fee accretion:

                     [[Image Removed: ebc-20221231_g4.jpg]]

Net interest margin is determined by dividing FTE net interest income by
average-earning assets. For purposes of the following discussion, income from
tax-exempt loans and investment securities has been adjusted to an FTE basis,
using a marginal tax rate of 21.6% for the year ended December 31, 2022, 21.0%
for the year ended December 31, 2021 and 21.8% for the year ended December 31,
2020. Net interest margin, including PPP loan interest income, increased 8 basis
points to 2.69% during the year ended December 31, 2022, from 2.61% during the
year ended December 31, 2021. The increase in net interest margin for the year
ended December 31, 2022 was primarily due to an increase in market rates of
interest and was partially offset by a decline in PPP net fee accretion of $25.3
million in comparison to the year ended December 31, 2021. For additional
discussion of the decline in the PPP loan net fee accretion and increased
interest rates, refer to the earlier "Outlook and Trends" section within this
Item 7.

The following tables set forth average balance sheet items, average yields and
costs, and certain other information for the periods indicated. All average
balances in the table reflect daily average balances. Non-accrual loans were
included in the computation of average balances but have been reflected in the
table as loans carrying a zero yield. The yields set forth below include the
effect of deferred fees, discounts and premiums that are amortized or accreted
to interest income or expense.
                                       80
--------------------------------------------------------------------------------


         Average Balances, Interest Earned/Paid, & Average Yields/Costs
                                                                                                                  As of and for the Year Ended December 31,
                                                                2022                                                               2021                                                                2020
                                         Average                                                           Average                                                             Average
                                       Outstanding                                 Average               Outstanding                                  Average                Outstanding                                  Average
                                         Balance             Interest            Yield /Cost               Balance             Interest             Yield /Cost                Balance             Interest             Yield /Cost
                                                                                                                           (Dollars in thousands)
Interest-earning assets:
Loans (1):
Residential                          $  2,064,609          $  63,803                     3.09  %       $  1,510,703          $  47,143                       3.12  %       $  1,400,907          $  49,767                       3.55  %
Commercial                              9,147,540            366,097                     4.00  %          7,410,024            288,557                       3.89  %          7,014,044            281,816                       4.02  %
Consumer                                1,327,417             56,965                     4.29  %          1,103,042             36,019                       3.27  %          1,236,893             43,729                       3.54  %
Total loans                            12,539,566            486,865                     3.88  %         10,023,769            371,719                       3.71  %          9,651,844            375,312                       3.89  %
Non-taxable investment securities         253,651              9,091                     3.58  %            260,399              9,335                       3.58  %            265,511              9,899                       3.73  %
Taxable investment securities           8,413,217            118,690                     1.41  %          4,890,737             58,312                       1.19  %          1,560,610             31,831                       2.04  %
Other short-term investments              420,834              3,271                     0.78  %          1,514,351              1,886                       0.12  %          1,288,714              1,758                       0.14  %
Total interest-earning assets          21,627,268            617,917                     2.86  %         16,689,256            441,252                       2.64  %         12,766,679            418,800                       3.28  %
Non-interest-earning assets               986,865                                                         1,173,830                                                           1,097,064
Total assets                         $ 22,614,133                                                      $ 17,863,086                                                        $ 13,863,743
Interest-bearing liabilities:
Deposits:
Savings accounts                     $  2,015,651          $     209                     0.01  %       $  1,483,271          $     230                       0.02  %       $  1,123,584          $     242                       0.02  %
Interest checking accounts              4,890,709             11,675                     0.24  %          2,866,091              1,997                       0.07  %          2,227,185              2,033                       0.09  %
Money market investments                5,057,445             13,479                     0.27  %          3,870,712              2,342                       0.06  %          3,212,752              7,492                       0.23  %
Time accounts                             463,261              3,258                     0.70  %            280,141                598                       0.21  %            300,381              1,548                       0.52  %
Total interest-bearing deposits        12,427,066             28,621                     0.23  %          8,500,215              5,167                       0.06  %          6,863,902             11,315                       0.16  %
Federal funds purchased (7)                   964                 24                     2.49  %                  -                  -                          -  %             45,204                570                       1.26  %
Other borrowings                          255,668              8,482                     3.32  %             26,495                165                       0.62  %             26,897                192                       0.71  %
Total interest-bearing liabilities     12,683,698             37,127                     0.29  %          8,526,710              5,332                       0.06  %          6,936,003             12,077                       0.17  %
Demand accounts                         6,647,518                                                         5,547,615                                                           4,535,066
Other noninterest-bearing
liabilities                               451,384                                                           364,191                                                             352,518
Total liabilities                      19,782,600                                                        14,438,516                                                          11,823,587
Shareholders' equity                    2,831,533                                                         3,424,570                                                           2,040,156
Total liabilities and shareholders'
equity                               $ 22,614,133                                                      $ 17,863,086                                                        $ 13,863,743
Net interest income - FTE                                  $ 580,790                                                         $ 435,920                                                           $ 406,723
Net interest rate spread (2)                                                             2.57  %                                                             2.58  %                                                             3.11  %
Net interest-earning assets (3)      $  8,943,570                                                      $  8,162,546                                                        $  5,830,676
Net interest margin - FTE (4)                                                            2.69  %                                                             2.61  %                                                             3.19  %
Average interest-earning assets to
interest-bearing liabilities               170.51  %                                                         195.73  %                                                           184.06  %
Return on average assets (5)                 0.88  %                                                           0.87  %                                                             0.16  %
Return on average equity (6)                 7.05  %                                                           4.52  %                                                             1.11  %
Noninterest expenses to average
assets                                       2.08  %                                                           2.49  %                                                             3.64  %


(1)Non-accrual loans are included in Loans.
(2)Net interest rate spread represents the difference between the weighted
average yield on interest-earning assets and the weighted average cost of
interest-bearing liabilities.
(3)Net interest-earning assets represent total interest-earning assets less
total interest-bearing liabilities.
(4)Net interest margin - FTE represents fully-taxable equivalent net interest
income divided by average total interest-earning assets. Refer to the earlier
"Non-GAAP Financial Measures" section within this Item 7 for additional
information.
(5)Represents net income divided by average total assets.
(6)Represents net income divided by average equity.
                                       81
--------------------------------------------------------------------------------

(7)Federal funds purchased and the related interest expense for the 2020 period
primarily related to federal funds purchased for correspondent bank customers.


The following table presents, on a tax equivalent basis, the effects of changing
rates and volumes on our net interest income for the periods indicated. The rate
column shows the effects attributable to changes in rate (changes in rate
multiplied by prior volume). The volume column shows the effects attributable to
changes in volume (changes in volume multiplied by prior rate). The total column
represents the sum of the prior columns. For purposes of this table, changes
attributable to both rate and volume, which cannot be segregated, have been
allocated proportionately based on the changes due to rate and the changes due
to volume.

                            Rate and Volume Analysis

                                          For the Year Ended December 31, 2022 vs. 2021               For the Year Ended December 31, 2021 vs. 2020

                                         Increase (Decrease) Due to              Total              Increase (Decrease) Due to               Total
                                                                                Increase                                                   Increase
                                           Rate              Volume            (Decrease)             Rate              Volume            (Decrease)
                                                                                        (In thousands)
Interest-earning assets:
Loans
Residential                            $    (462)         $  17,122          $    16,660          $   (6,339)         $  3,715          $     (2,624)
Commercial                                 8,201             69,339               77,540              (8,852)           15,593                 6,741
Consumer                                  12,715              8,231               20,946              (3,190)           (4,520)               (7,710)
Total loans                               20,454             94,692              115,146             (18,381)           14,788                (3,593)
Non-taxable investment securities             (2)              (242)                (244)               (376)             (188)                 (564)
Taxable investment securities             12,245             48,133               60,378             (17,822)           44,303                26,481
Other short-term investments               3,611             (2,226)               1,385                (162)              290                   128

Total interest-earning assets $ 36,308 $ 140,357

  $   176,665          $  (36,741)         $ 59,193          $     22,452
Interest-bearing liabilities:
Deposits:
Savings accounts                       $     (89)         $      68          $       (21)         $      (78)         $     66          $        (12)
Interest checking accounts                 7,496              2,182                9,678                (544)              508                   (36)
Money market investments                  10,217                920               11,137              (6,438)            1,288                (5,150)
Time accounts                              2,070                590                2,660                (852)              (98)                 (950)
Total interest-bearing deposits           19,694              3,760               23,454              (7,912)            1,764                (6,148)
Federal funds purchased                        -                 24                   24                   -              (570)                 (570)
Other borrowings                           2,773              5,544                8,317                 (24)               (3)                  (27)
Total interest-bearing liabilities        22,467              9,328               31,795              (7,936)            1,191                (6,745)

Change in net interest income $ 13,841 $ 131,029

$ 144,870 $ (28,805) $ 58,002 $ 29,197

The following chart shows the composition of our quarterly average
interest-earning assets for the past five quarters:

                                       82
--------------------------------------------------------------------------------


                     [[Image Removed: ebc-20221231_g5.jpg]]

Provision for Loan Losses


The provision for loan losses represents the charge to expense that is required
to maintain an appropriate level of allowance for loan losses. During the year
ended December 31, 2021, management determined the allowance for loan losses in
accordance with ASC 450, "Contingencies" and ASC 310, "Receivables" (i.e., prior
to our adoption of ASU 2016-13).

We recorded a provision for loan losses of $17.9 million for the year ended
December 31, 2022, compared to a release of $9.7 million for the year ended
December 31, 2021. Management determined a provision to be necessary primarily
due to increased loan balances. Also contributing to the provision for the year
ended December 31, 2022 was an increase in the overall reserve rate. The reserve
rate increased by 25 basis points to 1.05% at December 31, 2022 from 0.80% at
December 31, 2021. We recorded a transition adjustment in connection with our
adoption of ASU 2016-13 on January 1, 2022 of $27.1 million which resulted in an
increase in the reserve rate to 1.02% at that time based upon loan balances as
of December 31, 2021. Subsequently, the reserve rate further increased by 3
basis points to 1.05% as of December 31, 2022 which was the result of changes in
macroeconomic conditions.

To determine our allowance for loan losses as of December 31, 2022 and the
provision for loan losses for the year ended December 31, 2022, we used the
Oxford Economics December 31, 2022 Baseline forecast ("the forecast") to
generate our modeled expected losses by loan portfolio in order to reflect
management's reasonable expectations of current and future economic conditions.
The forecast assumed the U.S. economy will enter a recession in the second
quarter of 2023, reflecting the combination of persistently high inflation,
aggressive Federal Reserve monetary policy tightening, slower global gross
domestic product ("GDP") activity, and weaker corporate earnings, all of which
are expected to adversely impact consumers' and businesses' willingness to
spend. Primary macroeconomic assumptions included in management's evaluation of
the adequacy of the allowance for loan losses included continued low, but
rising, unemployment rates which are expected to continue to rise until their
peak in early 2024, and a peak-to-trough decline in GDP of 1.2%. Further, the
forecast assumed that the FOMC will continue to raise interest rates into early
2023 following its most recent December 2022 increase but then remain flat into
early 2024. For additional discussion of our allowance for credit losses
measurement methodology, see Note 2, "Summary of Significant Accounting
Policies" and Note 5, "Loans and Allowance for Loan Losses" within the Notes to
the Consolidated Financial Statements included in Item 8 in this Annual Report
on Form 10-K. For discussion of our previous methodology for estimating the
allowance for loan losses, refer to Note 6, "Loans and Allowance for Loan
Losses" within the Notes to the Consolidated Financial Statements included in
Item 8 in this Annual Report on Form 10-K and Note 2, "Summary of Significant
Accounting Policies" within the Notes to the Consolidated Financial Statements
included in Part II, Item 8 of our Annual Report on Form 10-K for the fiscal
year ended December 31, 2021 ("2021 Form 10-K").

Our periodic evaluation of the appropriate allowance for loan losses considers
the risk characteristics of the loan portfolio, current economic conditions, and
trends in loan delinquencies and charge-offs.
                                       83
--------------------------------------------------------------------------------

Noninterest Income


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

                               Noninterest Income

                                           For the Year Ended December 31,                      Change
                                               2022                2021              Amount                 %
                                                                    (Dollars in thousands)
Insurance commissions                      $   99,232          $  94,704          $   4,528                   4.8  %
Service charges on deposit accounts            30,392             24,271              6,121                  25.2  %
Trust and investment advisory fees             23,593             24,588               (995)                 (4.0) %
Debit card processing fees                     12,644             12,118                526                   4.3  %
Interest rate swap income                       6,009              5,634                375                   6.7  %
(Losses) income from investments held in
rabbi trusts                                  (10,762)            10,217            (20,979)               (205.3) %
Gains on sales of mortgage loans held for
sale, net                                         248              3,605             (3,357)                (93.1) %
(Losses) gains on sales of securities
available for sale, net                        (3,157)             1,166             (4,323)               (370.8) %
Other                                          17,962             16,852              1,110                   6.6  %
Total noninterest income                   $  176,161          $ 193,155          $ (16,994)                 (8.8) %


Noninterest income decreased by $17.0 million, or 8.8%, to $176.2 million for
the year ended December 31, 2022 from $193.2 million for the year ended December
31, 2021. The decrease was primarily due to a $21.0 million decrease in income
from investments held in rabbi trusts which resulted from a current period net
loss from such investments, a $4.3 million decrease in gains on sales of
securities available for sale which resulted from a current period net loss from
such sales compared to a net gain in the comparative prior period, and a $3.4
million decrease in net gains on sales of mortgage loans. These decreases were
partially offset by a $6.1 million increase in service charges on deposit
accounts and an $4.5 million increase in insurance commissions.

•Income from investments held in rabbi trusts decreased to a net loss primarily
as a result of an unfavorable mark-to-market adjustment on equity securities
held in these accounts resulting from a decline in the market value of equity
securities held in rabbi trusts.

•Gains on sales of securities available for sale, net, decreased to a net loss
due to the decision by management to sell certain available for sale securities
during the year ended December 31, 2022, a portion of which were acquired in
connection with our acquisition of Century and were in a net unrealized loss
position at the time of sale.

•Net gains resulting from the sale of mortgage loans held for sale decreased due
to a reduction in the volume of our mortgage loan sales on the secondary market
which was primarily due to rising market rates of interest.

•Service charges on deposit accounts increased primarily as a result of
increased corporate account analysis charges as a result of greater commercial
deposit customer activity. The increased customer deposit activity is primarily
attributable to our acquisition of Century.

•Insurance commissions increased due to an increase in recurring commission
income which was attributable to recent insurance agency acquisitions. Refer to
Note 3, "Mergers and Acquisitions" within the Notes to the Consolidated
Financial Statements included in Item 8 in this Annual Report on Form 10-K for
additional discussion of such agency acquisitions.
                                       84
--------------------------------------------------------------------------------

Noninterest Expense


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

                              Noninterest Expense


                       For the Year Ended December 31,                    Change                    Century Merger &           Change Excluding
                                                                                                       Acquisition           Merger & Acquisition
                           2022                2021             Amount               %                Expenses (1)               Expenses (1)
                                                                         (Dollars in thousands)
Salaries and employee
benefits               $  298,186          $ 295,916          $  2,270                0.8  %       $         15,947          $           18,217
Office occupancy and
equipment                  40,764             40,465               299                0.7  %                  7,198                       7,497
Data processing            57,273             50,839             6,434               12.7  %                  1,286                       7,720
Professional services      16,814             21,879            (5,065)             (23.2) %                  9,223                       4,158
Marketing                   9,540              8,741               799                9.1  %                      -                         799
Loan expenses               6,384              9,114            (2,730)             (30.0) %                      -                      (2,730)
FDIC insurance              6,250              4,226             2,024               47.9  %                      -                       2,024
Amortization of
intangible assets           3,864              2,512             1,352               53.8  %                      -                       1,352
Other                      30,527             10,264            20,263              197.4  %                  1,802                      22,065
Total noninterest
expense                $  469,602          $ 443,956          $ 25,646                5.8  %       $         35,456          $           61,102


(1)We recorded merger and acquisition expenses of $35.5 million during the year
ended December 31, 2021 related to our acquisition of Century. These merger and
acquisition expenses were deducted from the corresponding financial statement
line items in the above table to compute the related change excluding such
expenses for purposes of the below discussion.

Noninterest expense increased by $25.6 million, or 5.8%, to $469.6 million
during the year ended December 31, 2022 from $444.0 million during the year
ended December 31, 2021. The increase was primarily due to the following
financial statement line items (changes excluding merger and acquisition
expenses included in such financial statement line items): an $18.2 million
increase in salaries and employee benefits, a $22.1 million increase in other
noninterest expenses, a $7.7 million increase in data processing, and a $7.5
million increase in office occupancy and equipment. Partially offsetting these
increases was a decrease in merger and acquisition expenses of $35.2 million to
$0.3 million during the year ended December 31, 2022 from $35.5 million during
the year ended December 31, 2021.

•Salaries and employee benefits, excluding merger and acquisition expenses,
increased primarily due to salaries and wages for newly hired employees and
former employees of Century who were retained following the acquisition. In
addition, share-based compensation, which is related to restricted stock awards
("RSAs") granted in the fourth quarter of 2021 and second quarter of 2022 and
awards of restricted stock units ("RSUs") and performance stock units ("PSUs")
granted in the first quarter of 2022, increased $10.3 million. The increase is
due to a full year of expense recognized during the year ended December 31, 2022
related to RSAs granted in 2021 and a partial year of expense during the year
ended December 31, 2022 related to RSAs, RSUs and PSUs granted in 2022. During
the year ended December 31, 2021, we recognized expense related to RSAs for
approximately one month as such awards were granted on November 30, 2021. As of
December 31, 2021, we had not granted any awards of RSUs or PSUs. Lastly, our
deferrals of loan origination-related costs decreased by $9.9 million, resulting
in a corresponding increase in salaries and employee benefits expenses. These
increases were partially offset by a decrease of $10.7 million in benefit
expense related to our defined contribution supplemental executive retirement
plan ("DC SERP"). Participant benefits are adjusted based upon deemed investment
performance. Accordingly, such investments experienced a decline in value during
the year ended December 31, 2022 resulting in a corresponding decrease in the
related benefit expense.

•Other noninterest expenses, excluding merger and acquisition expenses,
increased primarily due to a pension settlement-related expense recorded during
the year ended December 31, 2022 of $12.0 million related to the Defined Benefit
Plan. For additional information regarding this charge, refer to Note 17,
"Employee Benefits" within the Notes to the Consolidated Financial Statements
included in Item 8 in this Annual Report on Form 10-K. Also contributing to the
overall increase was an $2.2 million increase in liability insurance expense,
which was primarily due to regular insurance rate premium increases and our
acquisition of Century, which increased the number of our properties and,
therefore, the scope of our required insurance coverage, a $1.9 million increase
in customer bad check losses during the year ended December 31, 2022 compared to
the year ended December 31,
                                       85
--------------------------------------------------------------------------------


2021, consistent with a nationwide increase in mail-based check fraud, and a
$1.5 million increase in our provision for off-balance sheet credit exposures
which was primarily due to an increase in unfunded loan commitments. Partially
offsetting these items was a decrease of $3.3 million in legal expenses
associated with the settlement of two putative consumer class action litigation
matters related to overdraft and non-sufficient funds fees. The accrual for such
expenses was initially recorded during the second quarter of 2021 and final
settlement of the legal matters occurred during the first quarter of 2022. For
additional information, refer to Note 18, "Commitments and Contingencies" within
the Notes to the Consolidated Financial Statements included in Item 8 in this
Annual Report on Form 10-K.

•Data processing expenses, excluding merger and acquisition expenses, are
primarily comprised of costs associated with the processing of customer
transactions including loans and deposits and are partially impacted by
fluctuations in related transaction volume. Such expenses increased during the
year ended December 31, 2022 from the year ended December 31, 2021 primarily due
to our acquisition of Century in the fourth quarter of 2021 which resulted in
the acquisition of additional loan and deposit customers.

•Office occupancy and equipment, excluding merger and acquisition expenses,
increased during the year ended December 31, 2022 as compared to the year ended
December 31, 2021 primarily due to the addition of properties resulting from our
acquisition of Century and which included a $2.1 million increase in
depreciation expense, and lease impairment charges of $0.6 million, which were
due to an early termination of a lease acquired from Century.

•Merger and acquisition expenses decreased $35.2 million to $0.3 million during
the year ended December 31, 2022 from $35.5 million during the year ended
December 31, 2021. In connection with our acquisition of Century, which we
completed on November 12, 2021, we incurred merger and acquisition costs of
$35.5 million during the year ended December 31, 2021. For additional
information on our acquisition of Century, see Note 3, "Mergers and
Acquisitions" within the Notes to the Consolidated Financial Statements included
in Item 8 in this Annual Report on Form 10-K.

Income Taxes


We recognize the tax effect of all income and expense transactions in each
year's consolidated statements of income, regardless of the year in which the
transactions are reported for income tax purposes. The following table sets
forth information regarding our tax provision and applicable tax rates for the
periods indicated:

                     Tax Provision and Applicable Tax Rates
                                                                 For the Year Ended December 31,
                                                                    2022                    2021
                                                                      (Dollars in thousands)
Combined federal and state income tax provisions             $        56,929           $    34,047
Effective income tax rates                                              22.2   %              18.0  %
Blended statutory tax rate                                              28.1   %              28.1  %


Income tax expense increased by $22.9 million to $56.9 million in the year ended
December 31, 2022 from $34.0 million in the year ended December 31, 2021. The
increase in income tax expense was due primarily to higher pre-tax income during
the year ended December 31, 2022 compared to the year ended December 31, 2021
and an increase in our effective income tax rate. The increase in our effective
income tax rate was due primarily to a partial release of $11.3 million during
the year ended December 31, 2021 related to a valuation allowance established as
of December 31, 2020 against our charitable contribution carryover deferred tax
asset in connection with our 2020 charitable contribution to the Eastern Bank
Foundation compared to a release of $0.7 million during the year ended December
31, 2022. For additional information related to our income taxes see Note 12,
"Income Taxes" and Note 14, "Low Income Housing Tax Credits and Other Tax Credit
Investments" within the Notes to the Consolidated Financial Statements included
in Item 8 in this Annual Report on Form 10-K.
                                       86
--------------------------------------------------------------------------------

Financial Position and Results of Operations of our Business Segments


                                                                                          As of and for the Year Ended December 31,
                                                                 2022                                                                                  2021
                                                   Insurance                                                                             Insurance
                                Banking              Agency               Other/                                      Banking              Agency               Other/
                               Business             Business           Eliminations              Total               Business             Business           Eliminations              Total
                                                                                                   (Dollars in thousands)
Net interest income         $    568,054          $       -          $           -          $    568,054          $    429,827          $       -          $           -          $    429,827
Provision for (release of)
allowance for loan losses         17,925                  -                      -                17,925                (9,686)                 -                      -                (9,686)
Net interest income after
provision for loan losses        550,129                  -                      -               550,129               439,513                  -                      -               439,513
Noninterest income                78,002             98,814                   (655)              176,161                96,376             97,168                   (389)              193,155
Noninterest expense              390,880             83,208                 (4,486)              469,602               365,410             82,780                 (4,234)              443,956
Income before income tax
expense                          237,251             15,606                  3,831               256,688               170,479             14,388                  3,845               188,712
Income tax expense                52,521              4,408                      -                56,929                29,994              4,053                      -                34,047
Net income                  $    184,730          $  11,198          $      

3,831 $ 199,759 $ 140,485 $ 10,335

    $       3,845          $    154,665
Total assets                $ 22,498,175          $ 215,190          $     

(66,507) $ 22,646,858 $ 23,376,521 $ 204,768

     $     (69,161)         $ 23,512,128
Total liabilities           $ 20,192,632          $  48,943          $     

(66,507) $ 20,175,068 $ 20,125,218 $ 49,719

    $     (69,161)         $ 20,105,776


Banking Segment

•Interest and dividend income increased by $170.0 million, or 39.1%, to $605.2
million during the year ended December 31, 2022 from $435.2 million during the
year ended December 31, 2021 which was primarily due to an increase in average
interest-earning assets. Average interest-earning assets increased $4.9 billion,
or 29.6%, to $21.6 billion for the year ended December 31, 2022 from $16.7
billion for the year ended December 31, 2021. The increase was primarily due to
the acquisition of Century, which closed on November 12, 2021 and added
approximately $6.6 billion in interest-earning assets. For additional
discussion, refer to the earlier "Interest and Dividends" section.

•Interest expense increased $31.8 million, or 596.3%, to $37.1 million during
the year ended December 31, 2022 from $5.3 million during the year ended
December 31, 2021 which was primarily due to increased rates paid on deposits
which increased 17 basis points during the year ended December 31, 2022 compared
to the year ended December 31, 2021. The overall change in average
interest-bearing liabilities also contributed to the increase in interest
expense and increased $4.2 billion, or 48.8%, to $12.7 billion for the year
ended December 31, 2022 from $8.5 billion for the year ended December 31, 2021,
with average total interest-bearing deposits, our largest category of average
interest-bearing liabilities, growing $3.9 billion, or 46.2%, to $12.4 billion
as of December 31, 2022 compared to $8.5 billion as of December 31, 2021.
Average interest-bearing deposits increased primarily due to our acquisition of
Century, which added $4.4 billion in interest-bearing deposits. Also
contributing to the increase in average interest-bearing liabilities was average
borrowings which increased $230.1 million to $256.6 million for the year ended
December 31, 2022 from $26.5 million for the year ended December 31, 2021. The
increase in borrowings was primarily to provide additional liquidity for the
funding of loan growth. For additional discussion, refer to the earlier
"Interest and Dividends" section.

•We recorded a provision for allowance for loan losses of $17.9 million for the
year ended December 31, 2022, compared to a release of allowance for loan losses
of $9.7 million for the year ended December 31, 2021. We determined a provision
to be appropriate primarily due to overall increased loan balances during the
year ended December 31, 2022. Comparatively, during the year ended December 31,
2021, following continued improvement in economic and credit conditions, we had
determined that a release of the provision was necessary. For additional
discussion, refer to the earlier "Provision for Loan Losses" section.

•Losses from investments held in rabbi trust accounts were $9.5 million for the
year ended December 31, 2022 which represents a decrease of $18.7 million, or
201.9%, from income of $9.3 million for the year ended December 31, 2021. The
decrease was primarily the result of an unfavorable mark-to-market adjustment on
equity securities held in these accounts during the year ended December 31,
2022.

•Losses on sales of securities available for sale, net, were $3.2 million during
the year ended December 31, 2022 which represents a decrease of $4.3 million
from the year ended December 31, 2021, a period during which we recognized a net
gain of $1.2 million. The net loss on sale was due to the decision by management
to sell certain
                                       87
--------------------------------------------------------------------------------


AFS securities during the year ended December 31, 2022, the majority of which
were acquired in connection with our acquisition of Century and were in a net
unrealized loss position at the time of sale.

•Gains on sales of mortgage loans held for sale, net, were $0.2 million during
the year ended December 31, 2022 which represents a decrease of $3.4 million
from gains of $3.6 million during the year ended December 31, 2021. The decrease
was primarily due to a reduction in the volume of our mortgage loan sales on the
secondary market which was primarily due to rising market rates of interest.

•Partially offsetting the losses from investments held in rabbi trust accounts
and losses on sales of securities available for sale during the year ended
December 31, 2022 were service charges on deposit accounts which increased $6.1
million during the year ended December 31, 2022 compared to the year ended
December 31, 2021, primarily as a result of increased corporate account analysis
charges as a result of greater commercial deposit customer activity during the
year ended December 31, 2022.

•Noninterest expense increased $25.5 million, or 7.0%, to $390.9 million during
the year ended December 31, 2022 from $365.4 million during the year ended
December 31, 2021. This increase was primarily due to an increase of $22.1
million in salaries and wages expense, a $10.4 million pension
settlement-related expense during the year ended December 31, 2022 (representing
the banking segment-only portion of the total settlement-related expense
recognized), an increase of $10.3 million in share-based compensation, and an
increase of $6.4 million in data processing expenses. Partially offsetting these
increases was a decrease of $19.0 million in other compensation which was
primarily attributable to decreased merger and acquisition-related expenses. For
additional discussion, refer to the earlier "Noninterest Expense" section.

Insurance Agency Segment


•Noninterest income related to our insurance agency business increased by $1.6
million, or 1.7%, to $98.8 million during the year ended December 31, 2022 from
$97.2 million during the year ended December 31, 2021 primarily due to increased
commission income. For additional discussion, refer to the earlier "Noninterest
Income" section.

•Noninterest expense related to our insurance agency business remained
relatively consistent during the year ended December 31, 2021 compared to the
year ended December 31, 2021 with a slight increase of $0.4 million, or 0.5%, to
$83.2 million during the year ended December 31, 2022 from $82.8 million during
the year ended December 31, 2021. The slight increase is primarily due to the
previously mentioned pension settlement-related expense, of which $1.6 million
related to the insurance agency segment.

Critical Accounting Policies and Estimates


Our discussion and analysis of our financial condition and results of operations
is based upon our 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.

While our significant accounting policies are discussed in detail in Note 2,
"Summary of Significant Accounting Policies" within the Notes to the
Consolidated Financial Statements included in Item 8 in this Annual Report on
Form 10-K, we believe that the following accounting policies are those most
critical to the judgments and estimates used in the preparation of our financial
statements.

Allowance for Loan Losses. Through December 31, 2021, the allowance for loan
losses represented management's best estimate of incurred probable losses in our
loan portfolios based upon management's assessment of various factors, including
the risk characteristics of our loan portfolio, current economic conditions, and
trends in loan delinquencies and charge-offs. Our methodology for determining
the qualitative component through December 31, 2021 included an assessment of
factors affecting the determination of incurred losses in the loan portfolio.
Such factors included trends in economic conditions, loan growth, credit
underwriting policy exceptions, regulatory and audit findings, and peer
comparisons, among others. Upon adoption of ASU 2016-13, effective January 1,
2022, we changed our reserve methodology to estimate expected credit losses over
the contractual life of loans and leases. The allowance for credit losses, or
ACL, is established to provide for our current estimate of expected lifetime
credit losses on loans measured at amortized cost and unfunded lending
commitments at the balance sheet date and is established through a provision for
credit losses charged to net income.

Management uses a methodology to systematically estimate the amount of expected
lifetime losses in the portfolio. Expected lifetime losses are estimated on a
collective basis for loans sharing similar risk characteristics and are
determined using a quantitative model combined with an assessment of certain
qualitative factors designed to address forecast
                                       88
--------------------------------------------------------------------------------


risk and model risk inherent in the quantitative model output. For commercial
and industrial, commercial real estate, commercial construction and business
banking portfolios, the quantitative model uses a loan rating system which is
comprised of management's determination of a financial asset's probability of
default ("PD"), loss given default ("LGD") and exposure at default ("EAD"),
which are derived from historical loss experience and other factors. For
residential real estate, consumer home equity and other consumer portfolios, our
quantitative model uses historical loss experience.

The quantitative model estimates expected credit losses using loan level data
over the estimated life of the exposure, considering the effect of prepayments.
Economic forecasts, one of the most significant judgments influencing the ACL,
are incorporated into the estimate over a reasonable and supportable forecast
period of eight quarters, beyond which is a reversion to our historical loss
average which occurs over a period of four quarters.

Management's estimate of the ACL as of December 31, 2022 was supported, in part,
by Oxford Economic's, December 2022 Baseline forecast ("the forecast"). The
forecast assumed the U.S. economy will enter a recession in the second quarter
of 2023, reflecting the combination of persistently high inflation, aggressive
Federal Reserve monetary policy tightening, slower GDP activity, and weaker
corporate earnings, all of which are expected to adversely impact consumers' and
businesses' willingness to spend. Primary macroeconomic assumptions included in
management's evaluation of the adequacy of the allowance for loan losses
included continued low, but rising, unemployment rates which are expected to
continue to rise until their peak in early 2024, and a peak-to-trough decline in
GDP of 1.2%. Further, the forecast assumed that the FOMC will continue to raise
interest rates into early 2023 following its December 2022 increase but then
remain flat into early 2024. Changes in the economic forecast could
significantly affect the estimated credit losses which could potentially lead to
materially different reserve amounts from one reporting period to the next.

To illustrate the sensitivity of the modeled result to the impact of a
hypothetical change in the economic forecast, management calculated the
allowance for loan losses assuming the downside economic forecast scenario and,
separately, the upside economic forecast scenario were used. The downside
scenario assumed the US economy will enter a recession in the first quarter of
2023 and experience a decline in GDP of 3.2% peak-to-trough. Use of the downside
scenario would have resulted in an incremental increase in the allowance for
loan losses of approximately $10.4 million as of December 31, 2022. The upside
scenario assumed GDP growth of 1.4% in 2023, 1.9% in 2024 and sustained
recovery. Use of the upside scenario would have resulted in an incremental
decrease in the allowance for loan losses of approximately $3.1 million as of
December 31, 2022.

For additional information on our allowance for loan losses, refer to Note 5,
"Loans and Allowance for Loan Losses" within the Notes to the Consolidated
Financial Statements included in Item 8 in this Annual Report on Form 10-K.


Income Taxes. We account for income taxes by establishing deferred tax assets
and liabilities for the temporary differences between the accounting basis and
the tax basis of our assets and liabilities at enacted tax rates. We make
significant judgments regarding the amount and timing of recognition of deferred
tax assets and liabilities. This requires subjective projections of future
taxable income resulting from interest on loans and securities, as well as
noninterest income. A valuation allowance is established if it is considered
more likely than not that all or a portion of the deferred tax assets will not
be realized. Interest and penalties paid on the underpayment of income taxes are
classified as income tax expense.

We periodically evaluate the potential uncertainty of our tax positions as to
whether it is more likely than not its position would be upheld upon examination
by the appropriate taxing authority. The tax position is measured at the largest
amount of benefit that we believe is greater than 50% likely of being realized
upon settlement.

For additional information on our income taxes, refer to Note 12, "Income Taxes"
within the Notes to the Consolidated Financial Statements included in Item 8 in
this Annual Report on Form 10-K.

Pension and other Post Retirement Benefit Plans. For information regarding our
pension and other postretirement benefit plans including our pension
contributions, investment strategies, assumptions, the change in benefit
obligation and related plan assets, pension funding requirements and future net
benefit payments, refer to Note 2, "Summary of Significant Accounting Policies"
and Note 17, "Employee Benefits" within the Notes to the Consolidated Financial
Statements included in Item 8 in this Annual Report on Form 10-K.

Our defined benefit pension plans are accounted for on an actuarial basis, which
requires the selection of various assumptions, including an expected long-term
rate of return on plan assets for our Qualified Defined Benefit Pension Plan
("Defined Benefit Plan"), a discount rate, lump sum conversion rates,
compensation and benefit limitation increase assumptions, mortality rates of
participants and expectation of mortality improvement. The expected long-term
rate of return on plan assets that is utilized in determining Defined Benefit
Plan pension expense is derived from periodic studies, which include a review of
asset allocation strategies, investment policy, amount and types of expenses
that will be paid from the Defined Benefit Plan, and the expected long-term
return for the Defined Benefit Plan using recent forward looking capital market
assumptions published by leading financial organizations. While the studies give
appropriate consideration to recent plan performance and historical returns, the
assumptions are primarily long-term, prospective rates of return.
                                       89
--------------------------------------------------------------------------------


An investment policy study was completed for the Defined Benefit Pension Plan as
of December 31, 2022. As a result of the study, it was determined that the
weighted-average long-term rate of return on assets in effect at December 31,
2021 of 7.00%, should be increased to 7.50% at December 31, 2022.

Another key assumption in determining net pension expense is the assumed
discount rate used to discount plan obligations. We estimate the assumed
discount rate for all pension plans using a cash flow matching approach, which
uses projected cash flows matched to spot rates along the Financial Times Stock
Exchange ("FTSE") above-median yield curve to determine the weighted-average
discount rate for the calculation of the present value of cash flows. We apply
the individual annual yield curve rates instead of the assumed discount rate to
determine the service cost and interest cost, which more specifically links the
cash flows related to service cost and interest cost to bonds maturing in their
year of payment.

For our Defined Benefit Plan and the Non-Qualified Benefit Equalization Plan,
the interest rates used to convert annuities to the actuarial equivalent lump
sum amounts were selected based on the applicable segment rates under Internal
Revenue Code Section 417(e) for the plan year beginning on November 1, 2022.

The Society of Actuaries ("SOA") most recently issued mortality improvement
tables during the year ended December 31, 2021. We reviewed our recent mortality
experience and we determined our current mortality assumptions were appropriate
to measure our pension plan obligations as of December 31, 2022.

Significant differences in actual experience or significant changes in
assumptions may materially affect the pension obligations. The effects of actual
results differing from assumptions and the changing of assumptions are included
in unamortized net actuarial gains and losses that are subject to amortization
to pension expense over future periods. The unamortized pre-tax actuarial loss
on all of our pension plans was $99.0 million and $128.4 million at December 31,
2022 and December 31, 2021, respectively. The year-over-year change was
primarily due to an increase in discount rate assumptions used for determining
the benefit obligation and lump sum conversion rates.

The overfunded status of all of our pension plans improved during the year ended
December 31, 2022 to $56.8 million from $44.5 million primarily due to: (i) the
favorable effect of an increase in discount rates of $97.6 million; (ii) the
favorable effect of an increase in lump sum conversion rates of $39.3 million;
and (iii) changes in other actuarial assumptions and demographic data updates;
partially offset by (iv) the unfavorable effect of increased service and
interest costs of $4.6 million; and (v) actual pension plan investment returns
less than expected of $127.0 million.

The following table illustrates the sensitivity to a change in certain
assumptions for the pension plans, holding all other assumptions constant:

                                                                                 Effect on December 31,
                                                  Effect on 2023 Pension          2022 Pension Benefit
                                                         Expense                       Obligation
                                                                    (in thousands)
25 basis point decrease in discount rate        $                   539          $             7,786
25 basis point increase in discount rate                           (519)                      (7,472)
25 basis point decrease in expected rate of
return on plan assets                                             1,005                             N/A
25 basis point increase in expected rate of
return on plan assets                                            (1,005)                            N/A
25 basis point decrease in lump sum conversion
rates                                                               494                        3,558
25 basis point increase in lump sum conversion
rates                                                              (472)                      (3,404)


Recent Accounting Pronouncements


In October 2021, the FASB issued ASU 2021-08, Business Combinations (Topic 805):
Accounting for Contract Assets and Contract Liabilities from Contracts with
Customers ("ASU 2021-08"). This update modifies how an acquiring entity measures
contract assets and contract liabilities of an acquiree in a business
combination in accordance with Topic 606. The amendments in this update require
the acquiring entity in a business combination to account for revenue contracts
as if they had originated the contract and assess how the acquiree accounted for
the contract under Topic 606. ASU 2021-08 improves comparability of recognition
and measurement of revenue contracts with customers both before and after a
business combination. For public business entities, the amendments in this
update are 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. We expect the adoption of this
standard will not have a material impact on our Consolidated Financial
Statements.

In March 2022, the FASB issued ASU 2022-02, Financial Instruments-Credit Losses
(Topic 326): Troubled Debt Restructurings and Vintage Disclosures ("ASU
2022-02"). The amendments in this update eliminate the accounting guidance

                                       90
--------------------------------------------------------------------------------


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

For a description of recent accounting pronouncements that may affect our
financial position or results of operations, refer to Note 2, "Summary of
Significant Accounting Policies" within the Notes to the Consolidated Financial
Statements included in Item 8 in this Annual Report on Form 10-K.

Management of Market Risk


General. Market risk is the sensitivity of the net present value of assets and
liabilities and/or income to changes in interest rates, foreign exchange rates,
commodity prices and other market-driven rates or prices. Interest rate
sensitivity is the most significant market risk to which we are exposed.
Interest rate risk is the sensitivity of the net present value of assets and
liabilities and/or income to changes in interest rates. Changes in interest
rates, as well as fluctuations in the level and duration of assets and
liabilities, affect net interest income, our primary source of income. Interest
rate risk arises directly from our core banking activities. In addition to
directly impacting net interest income, changes in the level of interest rates
can also affect the amount of loans originated, the timing of cash flows on
loans and securities, and the fair value of securities and derivatives, as well
as other effects. The primary goal of interest rate risk management is to
control this risk within limits approved by the Risk Management Committee of our
Board of Directors.

These limits reflect our tolerance for interest rate risk over both short-term
and long-term horizons. We attempt to manage interest rate risk by identifying,
quantifying, and where appropriate, hedging our exposure. If assets and
liabilities do not re-price simultaneously and in equal volume, the potential
for interest rate exposure exists. Our objective is to maintain stability in the
growth of net interest income through the maintenance of an appropriate mix of
interest-earning assets and interest-bearing liabilities and, when necessary and
within limits that management determines to be prudent, through the use of
off-balance sheet hedging instruments including, but not limited to, interest
rate swaps, floors and caps.

Net Interest Income. We analyze our sensitivity to changes in interest rates
through a net interest income model. We estimate what our net interest income
would be for a 12-month period assuming no changes in interest rates. We then
estimate what the net interest income would be for the same period under the
assumption that market rates increase or decrease instantaneously by +200, +300,
+400, -100 and -200 basis point increments, with changes in interest rates
representing immediate and permanent, parallel shifts in the yield curve. A
basis point equals one-hundredth of one percent, and 100 basis points equals one
percent. An increase in interest rates from 3% to 4% would mean, for example, a
100 basis point increase in the "Changes in Interest Rates" column below. The
model requires that interest rates remain positive for all points along the
yield curve for each rate scenario which may preclude the modeling of certain
falling rate scenarios during periods of lower market interest rates. The
relatively low level of market interest rates prevalent at December 31, 2021
precluded the modeling of certain falling rate scenarios. We do not model
negative interest rate scenarios.
                                       91
--------------------------------------------------------------------------------

The tables below set forth, as of December 31, 2022 and 2021, the calculation of
the estimated changes in our net interest income on an FTE basis that would
result from the designated immediate changes in market interest rates:

                           Interest Rate Sensitivity

                                               As of December 31, 2022
             Change in                      Net Interest               Year 1
             Interest Rates                Income Year 1            Change from
             (basis points)                   Forecast                 Level
                                                (Dollars in thousands)
             400                     $                528,247          (8.4)%
             300                                      539,739          (6.4)%
             200                                      552,231          (4.2)%
             Flat                                     576,477            -%
             (100)                                    585,728           1.6%
             (200)                                    586,771           1.8%

                                               As of December 31, 2021
             Change in                      Net Interest               Year 1
             Interest Rates                Income Year 1            Change from
             (basis points) (1)               Forecast                 Level
                                                (Dollars in thousands)
             400                     $                663,207          30.2%
             300                                      624,384          22.6%
             200                                      586,319          15.1%
             Flat                                     509,379            -%
             (100)                                    479,489          (5.9)%

(1)Assumes an immediate uniform change in interest rates at all maturities,
except in the down 100 basis points scenario, where rates are floored at zero at
all maturities.


As of December 31, 2022, our models, as indicated above, show a decline in our
net interest income in rising rate scenarios and an increase in our net interest
income in falling rate scenarios. In the rising rate scenarios, interest expense
is expected to rise at a faster rate than interest income due, in part, to the
extension of asset duration from our interest rate swap portfolio designated as
cash flow hedges and the reduction of liability duration due to the increase in
short term certificates of deposit and borrowings. Conversely, in the declining
rate scenarios, the reduction in interest expense exceeds the reduction in
interest income. The tables above indicate that at December 31, 2022 and
December 31, 2021, in the event of an instantaneous parallel 200 basis points
increase in rates, we would have experienced a 4.2% decrease and a 15.1%
increase, respectively, in net interest income on an FTE basis, and in the event
of an instantaneous 100 basis points decrease in interest rates, we would have
experienced a 1.6% increase and a 5.9% decrease at December 31, 2022 and
December 31, 2021, respectively, in net interest income, on an FTE basis. We
also modeled an instantaneous 200 basis point decrease in interest rates at
December 31, 2022, the results of which showed we would have experienced a 1.8%
increase in net interest income, on an FTE basis. We did not model an
instantaneous 200 basis points decrease in interest rates at December 31, 2021
given the relatively low level of interest rates. Management may use investment
strategy, loan and deposit pricing, non-core funding strategies, and interest
rate derivative financial instruments, within internal policy guidelines, to
manage interest rate risk as part of our asset/liability strategy. These
derivatives provide significant protection against falling interest rates. For
additional information related to our interest rate derivative financial
instruments, see Note 19, "Derivative Financial Instruments" within the Notes to
the Consolidated Financial Statements included in Part II, Item 8 in this Annual
Report on Form 10-K

Economic Value of Equity Analysis. We also analyze the sensitivity of our
financial condition in interest rates through our economic value of equity
("EVE") model. This analysis calculates the difference between the present value
of expected cash flows from assets and liabilities assuming various changes in
current interest rates.

The table below represents an analysis of our interest rate risk as measured by
the estimated changes in our EVE, resulting from an instantaneous and sustained
parallel shift in the yield curve (+200, +300, +400 basis points and -100, -200
basis points) at December 31, 2022 and (+200, +300, +400 basis points and -100
basis points) December 31, 2021. The model requires that interest rates remain
positive for all points along the yield curve for each rate scenario which may
preclude the
                                       92
--------------------------------------------------------------------------------

modeling of certain falling rate scenarios during periods of lower market
interest rates. The relatively low level of interest rates prevalent at
December 31, 2021 precluded the modeling of certain falling rate scenarios,
including negative interest rates.


Our earnings are not directly or materially impacted by movements in foreign
currency rates or commodity prices. Movements in equity prices may have a modest
impact on earnings by affecting the volume of activity or the amount of fees
from investment-related business lines and by affecting the amount of unrealized
gains and losses from securities held in rabbi trusts which are partially offset
by a corresponding but opposite impact to the amount of employee benefit expense
associated with the change in value of plan assets.

                         EVE Interest Rate Sensitivity

                                                                                                                         As of December 31, 2022                                                                    EVE as a
Change in Interest                                                                                           Estimated Increase (Decrease) in EVE from Level                                                     Percentage of
Rates (basis points)                            Estimated EVE (2)                                             Amount                                                        Percent                             Total Assets (3)
                                                                                                                                (Dollars in thousands)
400                                           $        3,691,963          $                                     (691,696)                                                               (15.8) %                                 18.48  %
300                                                    3,834,512                                                (549,147)                                                               (12.5) %                                 18.72  %
200                                                    4,007,265                                                (376,394)                                                                (8.6) %                                 19.04  %
Flat                                                   4,383,659                                                       -                                                                    -                                    19.66  %
(100)                                                  4,527,743                                                 144,084                                                                  3.3  %                                 19.74  %
(200)                                                  4,620,994                                                 237,335                                                                  5.4  %                                 19.61  %


                                                                                                                           As of December 31, 2021                                                                  EVE as a
Change in Interest                                                                                             Estimated Increase (Decrease) in EVE from Level                                                   Percentage of
Rate (basis points) (1)                            Estimated EVE (2)                                        Amount ($)                                                  Percent (%)                             Total Assets (3)
                                                                                                                                  (Dollars in thousands)
400                                              $         4,573,359          $                              27,408                                                                       0.6  %                                 21.30  %
300                                                        4,565,019                                         19,068                                                                       0.4  %                                 20.80  %
200                                                        4,589,035                                         43,084                                                                       0.9  %                                 20.39  %
Flat                                                       4,545,951                                              -                                                                         -                                    17.06  %
(100)                                                      4,270,433                                       (275,518)                                                                     (6.1) %                                 17.75  %


(1)Assumes an immediate uniform change in interest rates at all maturities,
except in the down 100 basis points scenario, where rates are floored at zero at
all maturities.
(2)EVE is the discounted present value of expected cash flows from assets,
liabilities and off-balance sheet contracts.
(3)Present value of assets represents the discounted present value of incoming
cash flows on interest-earning assets.

Certain shortcomings are inherent in the interest rate risk measurement
methodologies underlying the data presented in the tables in this section.
Modeling changes require making certain assumptions that may or may not reflect
the manner in which actual yields and costs respond to changes in market
interest rates. For example, the models assume that the composition of our
interest-sensitive assets and liabilities existing at the beginning of a period
remains constant over the period being measured and assume that a particular
change in interest rates is reflected uniformly across the yield curve
regardless of the duration or repricing of specific assets and liabilities.
Accordingly, although the tables provide an indication of our interest rate risk
exposure at a particular point in time, such measurements are not intended to
and do not provide a precise forecast of the effect of changes in market
interest rates, and actual results may differ.

Liquidity, Capital Resources, Contractual Obligations, Commitments and
Contingencies


Liquidity. Liquidity describes our ability to meet the financial obligations
that arise in the normal course of business. Liquidity is primarily needed to
meet deposit withdrawals and anticipated loan fundings, as well as current and
planned expenditures. We seek to maintain sources of liquidity that are deep and
diversified and that may be used during the normal course of business as well as
on a contingency basis.

Our primary sources of funds are deposits, principal and interest payments on
loans and securities, and proceeds from calls, maturities and sales of
securities, subject to market conditions. While maturities and scheduled
amortization of loans and securities are predictable sources of funds, deposit
flows and loan and securities prepayments are greatly influenced by general
interest rates, economic conditions, and competition. Our most liquid assets are
unencumbered cash and due from banks and securities classified as available for
sale, which could be liquidated, subject to market conditions. In the future,
our liquidity position will be affected by the level of customer deposits and
payments, as well as acquisitions, dividends, and share
                                       93
--------------------------------------------------------------------------------


repurchases in which we may engage. For the next twelve months, we believe that
our existing resources, including our capacity to use brokered deposits and
wholesale borrowings, will be sufficient to meet the liquidity and capital
requirements of our operations. We may elect to raise additional capital through
the sale of additional equity or debt financing to fund business activities such
as strategic acquisitions, share repurchases, or other purposes beyond the next
twelve months.

At December 31, 2022, we had $169.5 million of cash and cash equivalents, a
decrease of $1.1 billion from $1.2 billion at December 31, 2021. The reduction
in cash levels was due primarily to a $1.3 billion increase in total loans, on a
gross basis, and a $654.0 million decrease in total deposits. Advances from the
FHLBB were used to support ongoing operations and totaled $704.1 million at
December 31, 2022.

We participate in the IntraFi Network, which allows us to provide access to
multi-million dollar FDIC deposit insurance protection on customer deposits for
consumers, businesses and public entities. We can elect to sell or repurchase
this funding as reciprocal deposits from other IntraFi Network banks depending
on our funding needs. At December 31, 2022, we had no IntraFi Network one-way
sell deposits. At December 31, 2021, we had $520.5 million of IntraFi Network
one-way sell deposits. At December 31, 2022, we had repurchased $665.0 million
of previously sold reciprocal deposits. At December 31, 2021, no amounts were
repurchased of previously sold reciprocal deposits. The additional capacity of
$520.5 million at December 31, 2021 was considered a source of liquidity.

Although customer deposits remain our preferred source of funds, maintaining
additional sources of liquidity is part of our prudent liquidity risk management
practices. We have the ability to borrow from the FHLBB. At December 31, 2022,
we had $704.1 million in outstanding advances and the ability to borrow up to an
additional $2.0 billion. We also have the ability to borrow from the Federal
Reserve Bank of Boston. At December 31, 2022, we had a $538.9 million
collateralized line of credit from the Federal Reserve Bank of Boston with no
outstanding balance. In addition, we are able to acquire brokered deposits at
our discretion to raise additional funds. At December 31, 2022, we had $928.6
million in brokered certificates of deposit of which $40.5 million were IntraFi
Network deposits and which are excluded from the Intrafi Network reciprocal
deposits shown in the table below.

                              Sources of Liquidity

                                                                            As of December 31,
                                                             2022                                       2021
                                                                     Additional                                 Additional
                                               Outstanding            Capacity            Outstanding            Capacity
                                                                              (In thousands)
IntraFi Network reciprocal deposits           $   664,971          $         -          $          -          $   520,461
Brokered certificates of deposit (1)              928,648                    -                     -                    -
Federal Home Loan Bank (2)                        704,084            1,976,166                14,020            1,839,540
Federal Reserve Bank of Boston (3)                      -              538,894                     -              456,148
Total                                         $ 2,297,703          $ 2,515,060          $     14,020          $ 2,816,149

(1)The additional borrowing capacity has not been assessed for this category.


(2)As of December 31, 2022 and December 31, 2021, loans have been pledged to the
FHLBB with a carrying value of $3.9 billion and $2.6 billion, respectively, to
secure our total borrowing capacity.

(3)Loans with a carrying value of $1.1 billion and $0.8 billion at December 31,
2022 and 2021, respectively, have been pledged to the Federal Reserve Bank of
Boston resulting in this additional unused borrowing capacity.

We believe that advanced preparation, early detection, and prompt responses can
avoid, minimize, or shorten potential liquidity crises. Our Board of Directors
and our management's Asset Liability Committee have put a liquidity contingency
plan in place to establish methods for assessing and monitoring risk levels, as
well as potential responses during unanticipated stress events. As part of our
risk management framework, we perform periodic liquidity stress testing to
assess our need for liquid assets as well as backup sources of liquidity.

Capital Resources. We are subject to various regulatory capital requirements
administered by the Massachusetts Commissioner of Banks, the FDIC and the
Federal Reserve (with respect to our consolidated capital requirements). At
December 31, 2022 and 2021, we exceeded all applicable regulatory capital
requirements, and were considered "well capitalized" under regulatory
guidelines. For additional information regarding our regulatory capital
requirements, refer to Note 16, "Minimum Regulatory Capital Requirements" within
the Notes to the Consolidated Financial Statements included in Item 8 in this
Annual Report on Form 10-K.
                                       94
--------------------------------------------------------------------------------


Contractual Obligations, Commitments and Contingencies. In the ordinary course
of our operations, we enter into certain contractual obligations. Such
obligations include operating leases for premises and equipment, agreements with
respect to borrowed funds and deposit liabilities. The amounts below assume the
contractual obligations and commitments will run through the end of the
applicable term and, as such, do not include early termination fees or penalties
where applicable.

The following table summarizes our short-term (e.g. maturity of one year or
less) and long-term (e.g. maturity of greater than one year) contractual
obligations, other commitments and contingencies at December 31, 2022.


                                     One Year or Less       After One Year  

Total

                                                         (In thousands)

Commitments to extend credit (1) $ 977,827 $ 4,702,611

    $ 5,680,438
Standby letters of credit                      59,126                6,028           65,154
Operating lease obligations                    14,858               28,212           43,070
FHLB advances                                 691,297               12,787          704,084
Forward commitments to sell loans              10,008                    -           10,008
Total                               $       1,753,116      $     4,749,638      $ 6,502,754


(1)Unused commitments that are deemed to be unconditionally cancellable are
included in the less than one year category in the above table. Commitments to
extend credit was comprised of $3.4 billion of commitments under commercial
loans and lines of credit (including $713.3 million of unadvanced portions of
construction loans), $2.0 billion of commitments under home equity loans and
lines of credit, $198.6 million in overdraft coverage commitments, $24.9 million
of unfunded commitments related to residential real estate loans and $56.1
million in other consumer loans and lines of credit as of December 31, 2022.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The information required by this Item is included in Part II, Item 7 of this
Annual Report on Form 10-K under the heading "Management of Market Risk."

                                       95

--------------------------------------------------------------------------------

Older

Insurance Analytics Software Market May See a Big Move: Major Giants Tableau, Zywave, Majesco: Insurance Analytics Software Market May See a Big Move

Newer

New indictment accuses Greg Lindberg of misappropriating millions

Advisor News

  • Retaining clients by giving them a memorable experience
  • Addressing the longevity paradox
  • Employers shift focus from retirement access to financial outcomes
  • Helping widowed clients navigate their new financial reality
  • Navigating client communication in a digital age
More Advisor News

Annuity News

  • Farm Bureau P&C insurers post first underwriting gain since 2021
  • Legacy Marketing, Malibu Life launch two fixed indexed annuities
  • Changing client priorities are reshaping annuity conversations
  • Solen Software acquires annuity software provider Cooperative Technologies
  • MassMutual Expands Lending Options With New Secured Credit Line
More Annuity News

Health/Employee Benefits News

  • As Children’s Mercy is dropped by ACA Marketplace, MO insurance group makes statement
  • Health insurance open enrollment starts in Mass. as coverage concerns grow. How to get help
  • Kraft Heinz, Aramark sue UnitedHealth over ‘bogus’ health claims
  • Minnesota seniors navigating ‘incredibly complex’ system for Medicare Advantage
  • WRH leaves UnitedHealthcare Medicare Advantage network
More Health/Employee Benefits News

Life Insurance News

  • AM Best to Present and Participate at 2026 Shanghai International Reinsurance Conference
  • Agents often missing from the loop on life, LTC insurance rate increases
  • Meiji Yasuda Life Insurance Company Trademark Application for “PEACE OF MIND, FOREVER” Filed: Meiji Yasuda Life Insurance Company
  • SoFi and Prudential Financial team up to expand access to life insurance
  • Group 1001 Companies Secure $120,000 for Habitat for Humanity of Boone County Through Federal Home Loan Bank of Indianapolis Match
Sponsor
More Life Insurance News

NEWS INSIDE

  • Companies
  • Earnings
  • Economic News
  • INN Magazine
  • Insurtech News
  • Newswires Feed
  • Regulation News
  • Washington Wire
  • Videos

FEATURED OFFERS

Press Releases

  • Benefits Studio Launches to Fill the Missing Middle of Benefits Navigation at $49/mo
  • Lauren Sinnott Named to Ragan’s Top Women in Marketing Awards, Class of 2026 
More Press Releases > Add Your Press Release >

How to Write For InsuranceNewsNet

Find out how you can submit content for publishing on our website.
View Guidelines

Topics

  • Advisor News
  • Annuity Index
  • Annuity News
  • Companies
  • Earnings
  • Fiduciary
  • From the Field: Expert Insights
  • Health/Employee Benefits
  • Insurance & Financial Fraud
  • INN Magazine
  • Insiders Only
  • Life Insurance News
  • Newswires
  • Property and Casualty
  • Regulation News
  • Sponsored Articles
  • Washington Wire
  • Videos
  • ———
  • About
  • Meet our Editorial Staff
  • Advertise
  • Contact
  • Newsletters

Top Sections

  • AdvisorNews
  • Annuity News
  • Health/Employee Benefits News
  • InsuranceNewsNet Magazine
  • Life Insurance News
  • Property and Casualty News
  • Washington Wire

Our Company

  • About
  • Advertise
  • Contact
  • Meet our Editorial Staff
  • Magazine Subscription
  • Write for INN

Sign up for our FREE e-Newsletter!

Get breaking news, exclusive stories, and money- making insights straight into your inbox.

select Newsletter Options
Facebook Linkedin Twitter
© 2026 InsuranceNewsNet.com, Inc. All rights reserved.
  • Terms & Conditions
  • Privacy Policy
  • InsuranceNewsNet Magazine

Sign in with your Insider Pro Account

Not registered? Become an Insider Pro.