WSFS FINANCIAL CORP - Quarter Report: 2023 June (Form 10-Q)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)


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

For the quarterly period ended June 30, 2023


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

For the transition period from to

Commission File Number 001-35638

WSFS FINANCIAL CORPORATION

(Exact name of registrant as specified in its charter)

Delaware

22-2866913

(State or other jurisdiction of Incorporation or organization)

(I.R.S. Employer Identification Number)

500 Delaware Ave,

Wilmington, Delaware, 19801

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (302) 792-6000

Not Applicable

(Former name or former address, if changed since last report)

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

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, par value $0.01 per share

WSFS

Nasdaq Global Select Market

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

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or such shorter period that the registrant was required to submit such files). Yes x No ☐

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

Large accelerated filer

Accelerated filer

☐

Non-accelerated filer

☐

Smaller reporting company

☐

Emerging growth company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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

Number of shares outstanding of the issuer's common stock, as of the latest practicable date: 61,056,600 shares as of July 31, 2023.

WSFS FINANCIAL CORPORATION

FORM 10-Q

TABLE OF CONTENTS


	PART I. Financial Information	Page
Item 1.	Financial Statements (Unaudited)
	Consolidated Statements of Income for the Three and Six Months Ended June 30, 2023 and 2022	5
	Consolidated Statements of Comprehensive Income for the Three and Six Months Ended June 30, 2023 and 2022	6
	Consolidated Statements of Financial Condition as of June 30, 2023 and December 31, 2022	7
	Consolidated Statements of Changes in Stockholders' Equity for the Three and Six Months Ended June 30, 2023 and 2022	8
	Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2023 and 2022	10
	Notes to the Consolidated Financial Statements for the Three and Six Months Ended June 30, 2023	12
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	52
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	67
Item 4.	Controls and Procedures	67
PART II. Other Information
Item 1.	Legal Proceedings	68
Item 1A.	Risk Factors	68
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	68
Item 3.	Defaults upon Senior Securities	68
Item 4.	Mine Safety Disclosures	68
Item 5.	Other Information	68
Item 6.	Exhibits	69

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FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q, and exhibits hereto, contains estimates, predictions, opinions, projections and other “forward-looking statements” as that phrase is defined in the Private Securities Litigation Reform Act of 1995. Such statements include, without limitation, references to the Company’s predictions or expectations of future business or financial performance as well as its goals and objectives for future operations, financial and business trends, business prospects and management’s outlook or expectations for earnings, revenues, expenses, capital levels, liquidity levels, asset quality or other future financial or business performance, strategies or expectations. The words “believe,” “expect,” “anticipate,” “plan,” “estimate,” “target,” “project” and similar expressions, among others, generally identify forward-looking statements. Such forward-looking statements are based on various assumptions (some of which may be beyond the Company’s control) and are subject to risks and uncertainties (which change over time) and other factors which could cause actual results to differ materially from those currently anticipated. Such risks and uncertainties include, but are not limited to:

•difficult market conditions and unfavorable economic trends in the United States generally and in financial markets, particularly in the markets in which the Company operates and in which its loans are concentrated, including difficult and unfavorable conditions and trends related to housing markets, costs of living, unemployment levels, interest rates, supply chain issues, inflation, and economic growth;

•the impacts related to or resulting from recent bank failures and other economic and industry volatility, including potential increased regulatory requirements and costs and potential impacts to macroeconomic conditions;

•possible additional loan losses and impairment of the collectability of loans;

•the Company’s level of nonperforming assets and the costs associated with resolving problem loans including litigation and other costs and complying with government-imposed foreclosure moratoriums;

•changes in market interest rates, which may increase funding costs and reduce earning asset yields and thus reduce margin;

•the impact of changes in interest rates and the credit quality and strength of underlying collateral and the effect of such changes on the market value of the Company’s investment securities portfolio;

•the credit risk associated with the substantial amount of commercial real estate, construction and land development and commercial and industrial loans in the Company's loan portfolio;

•the extensive federal and state regulation, supervision and examination governing almost every aspect of the Company’s operations and potential expenses associated with complying with such regulations;

•the Company’s ability to comply with applicable capital and liquidity requirements, including its ability to generate liquidity internally or raise capital on favorable terms;

•possible changes in trade, monetary and fiscal policies and stimulus programs, laws and regulations and other activities of governments, agencies, and similar organizations, and the uncertainty of the short- and long-term impacts of such changes;

•any impairments of the Company's goodwill or other intangible assets;

•the discontinued publication of London Inter-Bank Offered Rate (LIBOR) and the transition to Secured Overnight Financing Rate (SOFR) as an alternative reference interest rate;

•the success of the Company's growth plans, including its plans to grow the commercial small business leasing, residential, small business and Small Business Administration (SBA) portfolios and wealth management business;

•the Company’s ability to successfully integrate and fully realize the cost savings and other benefits of its acquisitions, manage risks related to business disruption following those acquisitions, and post-acquisition Customer acceptance of the Company’s products and services and related Customer disintermediation;

•negative perceptions or publicity with respect to the Company generally and, in particular, the Company’s trust and wealth management business;

•failure of the financial and/or operational controls of the Company’s Cash Connect® and/or Wealth Management divisions;

•adverse judgments or other resolution of pending and future legal proceedings, and cost incurred in defending such proceedings;

•the Company's reliance on third parties for certain important functions, including the operation of its core systems, and any failures by such third parties;

•system failures or cybersecurity incidents or other breaches of the Company’s network security, particularly given widespread remote working arrangements;

•the Company’s ability to recruit and retain key Associates;

•the effects of problems encountered by other financial institutions that adversely affect the Company or the banking industry generally;

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•the effects of weather, including climate change, and natural disasters such as floods, droughts, wind, tornadoes and hurricanes as well as effects from geopolitical instability, armed conflicts, public health crises and man-made disasters including terrorist attacks;

•the effects of regional or national civil unrest (including any resulting branch or ATM closures or damage);

•possible changes in the speed of loan prepayments by the Company’s Customers and loan origination or sales volumes;

•possible changes in the speed of prepayments of mortgage-backed securities (MBS) due to changes in the interest rate environment and the related acceleration of premium amortization on prepayments in the event that prepayments accelerate;

•regulatory limits on the Company’s ability to receive dividends from its subsidiaries and pay dividends to its stockholders;

•any reputation, credit, interest rate, market, operational, litigation, legal, liquidity, regulatory and compliance risk resulting from developments related to any of the risks discussed above;

•any compounding effects or unexpected interaction of the risks discussed above; and

•other risks and uncertainties, including those discussed herein under the heading “Risk Factors” and in other documents filed by the Company with the Securities and Exchange Commission (SEC) from time to time.

The Company cautions readers not to place undue reliance on any such forward-looking statements, which speak only as of the date they are made. The Company disclaims any duty to revise or update any forward-looking statement, whether written or oral, that may be made from time to time by or on behalf of the Company for any reason, except as specifically required by law.

As used in this Quarterly Report on Form 10-Q, the terms “WSFS”, “the Company”, “registrant”, “we”, “us”, and “our” mean WSFS Financial Corporation and its subsidiaries, on a consolidated basis, unless the context indicates otherwise.

The following are registered trademarks of the Company: Bryn Mawr Trust®, Cash Connect®, NewLane Finance®, Powdermill® Financial Solutions, WSFS Institutional Services®, WSFS Mortgage® and WSFS Wealth® Investments. Any other trademarks appearing in this Quarterly Report on Form 10-Q are the property of their respective holders.

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WSFS FINANCIAL CORPORATION

CONSOLIDATED STATEMENTS OF INCOME

(Unaudited)


	Three Months Ended June 30,				Six Months Ended June 30,
(Dollars in thousands, except per share and share data)	2023		2022		2023		2022

Interest income:
Interest and fees on loans and leases	$	207,884	$	129,342	$	401,608	$	248,223
Interest on mortgage-backed securities	27,130		27,377		54,656		50,490
Interest and dividends on investment securities:
Taxable	700		702		1,404		1,404
Tax-exempt	1,482		638		3,015		1,257
Other interest income	4,573		1,961		7,469		2,783
	241,769		160,020		468,152		304,157
Interest expense:
Interest on deposits	50,054		3,766		85,246		6,894
Interest on Federal Home Loan Bank advances	1,597		—		4,968		—
Interest on senior and subordinated debt	2,334		1,949		4,907		3,878
Interest on federal funds purchased	—		—		1,139		—
Interest on trust preferred borrowings	1,635		682		3,190		1,195
Interest on other borrowings	4,307		8		4,328		17
	59,927		6,405		103,778		11,984
Net interest income	181,842		153,615		364,374		292,173
Provision for credit losses	15,830		8,268		44,841		27,239
Net interest income after provision for credit losses	166,012		145,347		319,533		264,934
Noninterest income:
Credit/debit card and ATM income	14,430		8,772		27,791		16,453
Investment management and fiduciary income	32,379		31,192		62,855		61,373
Deposit service charges	6,277		6,071		12,316		11,896
Mortgage banking activities, net	1,304		2,211		2,426		5,109
Loan and lease fee income	1,190		1,698		2,562		3,032

Unrealized gain (loss) on equity investments, net	—		5,991		(4)		5,988

Bank owned life insurance income	760		374		2,270		479
Other income	10,531		15,720		19,782		28,273
	66,871		72,029		129,998		132,603
Noninterest expense:
Salaries, benefits and other compensation	72,367		68,189		145,216		139,119
Occupancy expense	10,132		9,902		20,540		20,694
Equipment expense	10,810		10,388		20,602		20,761
Data processing and operations expenses	4,771		5,288		9,495		10,647
Professional fees	6,118		5,273		10,557		8,724
Marketing expense	2,165		1,637		3,881		2,903

FDIC expenses	2,863		1,468		5,445		2,859
Loan workout and other credit costs	536		(226)		481		102
Corporate development expense	2,796		6,393		3,536		40,431
Restructuring expense	(26)		3,934		(787)		21,448


Other operating expense	28,721		21,803		55,332		40,818
	141,253		134,049		274,298		308,506
Income before taxes	91,630		83,327		175,233		89,031
Income tax provision	23,035		22,425		43,976		24,162
Net income	$	68,595	$	60,902	$	131,257	$	64,869
Less: Net (loss) income attributable to noncontrolling interest	(83)		162		175		325
Net income attributable to WSFS	$	68,678	$	60,740	$	131,082	$	64,544
Earnings per share:
Basic	$	1.12	$	0.95	$	2.13	$	1.00
Diluted	$	1.12	$	0.94	$	2.13	$	1.00
Weighted average shares of common stock outstanding:
Basic	61,348,200		64,224,018		61,429,008		64,581,321
Diluted	61,414,273		64,283,288		61,526,331		64,696,053

The accompanying notes are an integral part of these unaudited Consolidated Financial Statements.

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WSFS FINANCIAL CORPORATION

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(Unaudited)


	Three Months Ended June 30,				Six Months Ended June 30,
(Dollars in thousands)	2023		2022		2023		2022
					(Unaudited)
Net income	$	68,595	$	60,902	$	131,257	$	64,869
Less: Net (loss) income attributable to noncontrolling interest	(83)		162		175		325
Net income attributable to WSFS	68,678		60,740		131,082		64,544
Other comprehensive (loss) income:
Net change in unrealized (losses) gains on investment securities available-for-sale
Net unrealized (losses) gains arising during the period, net of tax (benefit) expense of $(12,747), $(26,975), $3,993, and $(114,107), respectively	(40,367)		(85,422)		12,643		(361,340)



Net change in securities held-to-maturity
Net change unrealized gains (losses) on available-for-sale securities reclassified to held-to-maturity, net of tax (benefit) expense of $(1,386), $37,830, $(2,702), and $37,839, respectively(1)	4,393		(119,796)		8,558		(119,824)
Net change in unfunded pension liability
Change in unfunded pension liability related to unrealized loss, prior service cost and transition obligation, net of tax benefit of $17, 9, $28, and $17, respectively	(54)		(28)		(89)		(55)


Net change in cash flow hedge
Net unrealized (gain) loss arising during the period, net of tax expense of $(466), $—, $(361), and $—, respectively	(1,475)		—		(1,143)		1
Amortization of unrealized gain on terminated cash flow hedges, net of tax benefit of $13, $13, $25, and $25, respectively	(40)		(40)		(80)		(80)
	(1,515)		(40)		(1,223)		(79)
Net change in equity method investments
Net change in other comprehensive income of equity method investments, net of tax (benefit) expense of $(32), $59, $(33), and $59, respectively	(101)		188		(104)		188
Total other comprehensive (loss) income	(37,644)		(205,098)		19,785		(481,110)
Total comprehensive income (loss)	$	31,034	$	(144,358)	$	150,867	$	(416,566)

(1)Includes $119.8 million, net of tax benefit, of unrealized losses on transferred investment securities with a book value of $1.1 billion from available-for-sale to held-to-maturity that were transferred in June 2022.

The accompanying notes are an integral part of these unaudited Consolidated Financial Statements.

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WSFS FINANCIAL CORPORATION

CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION

(Unaudited)


(Dollars in thousands, except per share and share data)	June 30, 2023		December 31, 2022

Assets:
Cash and due from banks	$	723,034	$	332,961
Cash in non-owned ATMs	386,176		499,017
Interest-bearing deposits in other banks including collateral (restricted cash) of $5,940 at June 30, 2023 and $4,650 at December 31, 2022	6,350		5,280
Total cash, cash equivalents, and restricted cash	1,115,560		837,258
Investment securities, available-for-sale (amortized cost of $4,679,774 at June 30, 2023 and $4,834,550 at December 31, 2022	3,954,918		4,093,060
Investment securities, held-to-maturity, net of allowance for credit losses of $8 at June 30, 2023 and $10 at December 31, 2022 (fair value $1,005,843 at June 30, 2023 and $1,040,104 at December 31, 2022)	1,079,768		1,111,619
Other investments	24,560		26,120
Loans, held for sale at fair value	43,065		42,985
Loans and leases, net of allowance for credit losses of $171,869 at June 30, 2023 and $151,861 at December 31, 2022	12,168,047		11,759,992
Bank owned life insurance	101,108		101,935
Stock in Federal Home Loan Bank (FHLB) of Pittsburgh at cost	9,399		24,116
Other real estate owned	527		833
Accrued interest receivable	77,830		74,448
Premises and equipment	108,389		115,603
Goodwill	883,637		883,637
Intangible assets	120,641		128,595
Other assets	698,242		714,554
Total assets	$	20,385,691	$	19,914,755
Liabilities and Stockholders’ Equity
Liabilities:
Deposits:
Noninterest-bearing	$	5,462,461	$	5,739,647
Interest-bearing	10,965,495		10,463,922






Total deposits	16,427,956		16,203,569

FHLB advances	—		350,000
Trust preferred borrowings	90,540		90,442
Senior and subordinated debt	218,285		248,169
Other borrowed funds	590,668		38,283
Accrued interest payable	25,718		5,174
Other liabilities	725,140		777,232
Total liabilities	18,078,307		17,712,869
Stockholders’ Equity:
Common stock $0.01 par value, 90,000,000 shares authorized; issued 76,021,963 at June 30, 2023 and 75,921,997 at December 31, 2022	760		759
Capital in excess of par value	1,977,945		1,974,210
Accumulated other comprehensive loss	(656,059)		(675,844)
Retained earnings	1,523,849		1,411,243
Treasury stock at cost, 14,929,363 shares at June 30, 2023 and 14,310,085 shares at December 31, 2022	(531,836)		(505,255)
Total stockholders’ equity of WSFS	2,314,659		2,205,113
Noncontrolling interest	(7,275)		(3,227)
Total stockholders' equity	2,307,384		2,201,886
Total liabilities and stockholders' equity	$	20,385,691	$	19,914,755

The accompanying notes are an integral part of these unaudited Consolidated Financial Statements.

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WSFS FINANCIAL CORPORATION

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY

(Unaudited)


	Six Months Ended June 30, 2023
(Dollars in thousands, except per share and share amounts)	Shares	Common Stock		Capital in Excess of Par Value		Accumulated Other Comprehensive Loss		Retained Earnings		Treasury Stock		Total Stockholders' Equity of WSFS		Non-controlling Interest		Total Stockholders' Equity
Balance, December 31, 2022	75,921,997	$	759	$	1,974,210	$	(675,844)	$	1,411,243	$	(505,255)	$	2,205,113	$	(3,227)	$	2,201,886
Net income	—	—		—		—		131,082		—		131,082		175		131,257
Other comprehensive income	—	—		—		19,785		—		—		19,785		—		19,785
Cash dividend, $0.30 per share	—	—		—		—		(18,476)		—		(18,476)		—		(18,476)
Distributions to noncontrolling shareholders	—	—		—		—		—		—		—		(4,223)		(4,223)
Issuance of common stock including proceeds from exercise of common stock options	99,966	1		362		—		—		—		363		—		363


Stock-based compensation expense	—	—		5,738		—		—		—		5,738		—		5,738
Repurchases of common stock (1)	—	—		(2,365)		—		—		(26,581)		(28,946)		—		(28,946)
Balance, June 30, 2023	76,021,963	$	760	$	1,977,945	$	(656,059)	$	1,523,849	$	(531,836)	$	2,314,659	$	(7,275)	$	2,307,384

	Three Months Ended June 30, 2023
(Dollars in thousands, except per share and share amounts)	Shares	Common Stock		Capital in Excess of Par Value		Accumulated Other Comprehensive Loss		Retained Earnings		Treasury Stock		Total Stockholders' Equity of WSFS		Non-controlling Interest		Total Stockholders' Equity
Balance, March 31, 2023	75,958,600	$	759	$	1,977,757	$	(618,415)	$	1,464,392	$	(518,131)	$	2,306,362	$	(3,018)	$	2,303,344
Net income (loss)	—	—		—		—		68,678		—		68,678		(83)		68,595
Other comprehensive loss	—	—		—		(37,644)		—		—		(37,644)		—		(37,644)
Cash dividend, $0.15 per share	—	—		—		—		(9,221)		—		(9,221)		—		(9,221)
Distributions to noncontrolling shareholders	—	—		—		—		—		—		—		(4,174)		(4,174)
Issuance of common stock including proceeds from exercise of common stock options	63,363	1		—		—		—		—		1		—		1


Stock-based compensation expense	—	—		2,553		—		—		—		2,553		—		2,553
Repurchases of common shares (2)	—	—		(2,365)		—		—		(13,705)		(16,070)		—		(16,070)
Balance, June 30, 2023	76,021,963	$	760	$	1,977,945	$	(656,059)	$	1,523,849	$	(531,836)	$	2,314,659	$	(7,275)	$	2,307,384

(1)Repurchase of common stock includes 619,278 shares repurchased in connection with the Company's share repurchase program approved by the Board of Directors, and 45,489 shares withheld to cover tax liabilities.

(2)Repurchase of common stock includes 357,278 shares repurchased in connection with the Company's share repurchase program approved by the Board of Directors, and 37,231 shares withheld to cover tax liabilities.

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	Six Months Ended June 30, 2022
(Dollars in thousands, except per share and share amounts)	Shares	Common Stock		Capital in Excess of Par Value		Accumulated Other Comprehensive Loss		Retained Earnings		Treasury Stock		Total Stockholders' Equity of WSFS		Non-controlling Interest		Total Stockholders' Equity
Balance, December 31, 2021	57,695,676	$	577	$	1,058,997	$	(37,768)	$	1,224,614	$	(307,321)	$	1,939,099	$	(2,083)	$	1,937,016
Net income	—	—		—		—		64,544		—		64,544		325		64,869
Other comprehensive loss	—	—		—		(481,110)		—		—		(481,110)		—		(481,110)
Cash dividend, $0.26 per share	—	—		—		—		(16,966)		—		(16,966)		—		(16,966)
Contributions from noncontrolling shareholders	—	—		—		—		—		—		—		187		187
Issuance of common stock including proceeds from exercise of common stock options	57,776	1		431		—		—		—		432		—		432
Issuance of common stock in acquisition of BMT	18,116,848	181		907,835		—		—		—		908,016		—		908,016
Noncontrolling interest assumed in acquisition	—	—		—		—		—		—		—		(913)		(913)
Stock-based compensation expense	—	—		3,061		—		—		—		3,061		—		3,061
Repurchases of common stock (1)	—	—		(2,149)		—		—		(99,567)		(101,716)		—		(101,716)
Balance, June 30, 2022	75,870,300	$	759	$	1,968,175	$	(518,878)	$	1,272,192	$	(406,888)	$	2,315,360	$	(2,484)	$	2,312,876

	Three Months Ended June 30, 2022
(Dollars in thousands, except per share and share amounts)	Shares	Common Stock		Capital in Excess of Par Value		Accumulated Other Comprehensive Loss		Retained Earnings		Treasury Stock		Total Stockholders' Equity of WSFS		Non-controlling Interest		Total Stockholders' Equity
Balance, March 31, 2022	75,832,292	$	758	$	1,967,972	$	(313,780)	$	1,219,882	$	(354,369)	$	2,520,463	$	(2,646)	$	2,517,817
Net income	—	—		—		—		60,740		—		60,740		162		60,902
Other comprehensive loss	—	—		—		(205,098)		—		—		(205,098)		—		(205,098)
Cash dividend, $0.13 per share	—	—		—		—		(8,430)		—		(8,430)		—		(8,430)

Issuance of common stock including proceeds from exercise of common stock options	38,008	1		2		—		—		—		3		—		3


Stock-based compensation expense	—	—		1,728		—		—		—		1,728		—		1,728
Repurchases of common shares (1)	—	—		(1,527)		—		—		(52,519)		(54,046)		—		(54,046)
Balance, June 30, 2022	75,870,300	$	759	$	1,968,175	$	(518,878)	$	1,272,192	$	(406,888)	$	2,315,360	$	(2,484)	$	2,312,876

(1)Repurchase of common stock includes 2,124,587 shares repurchased in connection with the Company's share repurchase program approved by the Board of Directors and 100,093 shares withheld to cover tax liabilities.

(2)Repurchase of common stock includes 1,185,602 shares repurchased in connection with the Company's share repurchase program approved by the Board of Directors, and 96,663 shares withheld to cover tax liabilities.

The accompanying notes are an integral part of these unaudited Consolidated Financial Statements.

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WSFS FINANCIAL CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)


	Six Months Ended June 30,
(Dollars in thousands)	2023		2022

Operating activities:
Net income	$	131,257	$	64,869
Adjustments to reconcile net income to net cash provided by operating activities:
Provision for credit losses	44,841		27,239
Depreciation of premises and equipment, net	9,023		15,076
Accretion of fees and discounts, net	(14,346)		(5,537)
Amortization of intangible assets	7,689		10,605
Amortization of right-of-use lease assets	8,813		11,599
Decrease in operating lease liability	(6,450)		(9,254)
Income from mortgage banking activities, net	(2,426)		(5,109)

Loss (gain) on sale of other real estate owned and valuation adjustments, net	195		(255)
Stock-based compensation expense	5,738		3,061
Unrealized loss (gain) on equity investments, net	4		(5,988)


Deferred income tax expense (benefit)	1,919		(3,448)
Increase in accrued interest receivable	(3,382)		(3,421)
Decrease in other assets	11,184		17,909
Origination of loans held for sale	(131,703)		(324,227)
Proceeds from sales of loans held for sale	85,096		321,515
Decrease in value of bank owned life insurance	827		109
Increase in capitalized interest, net	(649)		(1,202)
Increase (decrease) in accrued interest payable	20,544		(887)
(Decrease) increase in other liabilities	(45,616)		126,515

Net cash provided by operating activities	$	122,558	$	239,169
Investing activities:
Purchases of investment securities held to maturity	$	—	$	(49,088)
Repayments, maturities and calls of investment securities held-to-maturity	41,961		28,487

Purchases of investment securities available-for-sale	(20,030)		(1,166,663)
Repayments, maturities and calls of investment securities available-for-sale	173,145		784,871

Proceeds from bank-owned life insurance death benefit	—		1,437

Net (increase) decrease in loans	(238,112)		86,523
Net cash from business combinations	—		573,745
Purchase of loans held-for-investment	(159,669)		(137,008)
Purchases of stock of Federal Home Loan Bank of Pittsburgh	(103,879)		(1,314)
Redemptions of stock of Federal Home Loan Bank of Pittsburgh	118,596		1
Sales of other real estate owned	604		1,844
Investment in premises and equipment	(1,812)		(4,436)
Sales of premises and equipment	3		891
Net cash (used in) provided by investing activities	$	(189,193)	$	119,290

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	Six Months Ended June 30,
(Dollars in thousands)	2023		2022
Financing activities:
Net (decrease) increase in demand and saving deposits	$	(370,288)	$	32,850
Increase (decrease) in time deposits	536,663		(91,628)
Increase (decrease) in brokered deposits	44,844		(37,948)

Receipts from FHLB advances	5,265,000		—
Repayments of FHLB advances	(5,615,000)		—
Receipts from federal funds purchased	5,150,000		—
Repayments of federal funds purchased	(5,150,000)		—
Receipts from Bank Term Funding Program	565,000		—
(Distributions to) contributions from noncontrolling shareholders	(4,223)		187
Cash dividend	(18,476)		(16,966)
Issuance of common stock including proceeds from exercise of common stock options	363		432
Redemption of senior and subordinated debt	(30,000)		—


Repurchases of common shares	(28,946)		(101,716)
Net cash provided by (used in) financing activities	$	344,937	$	(214,789)
Increase in cash, cash equivalents, and restricted cash	278,302		143,670
Cash, cash equivalents, and restricted cash at beginning of period	837,258		1,532,939
Cash, cash equivalents, and restricted cash at end of period	$	1,115,560	$	1,676,609
Supplemental disclosure of cash flow information:
Cash paid during the period for:
Interest	$	83,234	$	9,630
Income taxes	48,698		15,796
Non-cash information:
Loans transferred to other real estate owned	$	298	$	—
Loans transferred to portfolio from held-for-sale at fair value	46,103		54,684
Available-for-sale securities purchased, not settled	2,667		—
Held-to-maturity securities purchased, not settled	—		8,355
Securities transferred to held-to-maturity from available-for-sale at fair value	—		931,421
Fair value of assets acquired, net of cash received	—		4,712,782
Fair value of liabilities assumed	—		4,378,511

The accompanying notes are an integral part of these unaudited Consolidated Financial Statements.

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WSFS FINANCIAL CORPORATION

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2023

(UNAUDITED)

1. BASIS OF PRESENTATION

General

These unaudited Consolidated Financial Statements include the accounts of WSFS Financial Corporation (WSFS, and together with its subsidiaries, the Company), and its consolidated subsidiaries. WSFS’ primary subsidiary is Wilmington Savings Fund Society, FSB (WSFS Bank or the Bank). As of June 30, 2023, the other subsidiaries of WSFS include WSFS Wealth Management, LLC (Powdermill®), Bryn Mawr Capital Management, LLC (BMCM), WSFS SPE Services, LLC, The Bryn Mawr Trust Company of Delaware (BMT-DE), and 601 Perkasie, LLC. The Company also has three unconsolidated subsidiaries: WSFS Capital Trust III, Royal Bancshares Capital Trust I, and Royal Bancshares Capital Trust II. WSFS Bank has two wholly-owned subsidiaries: Beneficial Equipment Finance Corporation (BEFC) and 1832 Holdings, Inc., and one majority-owned subsidiary, NewLane Finance Company (NewLane Finance®).

On January 1, 2023, WSFS completed the merger and brand conversion of WSFS Capital Management, LLC (West Capital) and Cypress Capital Management, LLC and renamed the combined entity Bryn Mawr Capital Management, LLC. BMCM is registered as an investment advisor with the U.S. Securities and Exchange Commission and is a wholly-owned subsidiary of WSFS.

Overview

Founded in 1832, the Bank is one of the ten oldest bank and trust companies continuously operating under the same name in the United States (U.S.). The Company provides residential and commercial real estate, commercial and consumer lending services, as well as consumer deposit and cash management services. The Company's core banking business is commercial lending funded primarily by customer-generated deposits. In addition, the Company offers a variety of wealth management and trust services to individuals, institutions and corporations. The Federal Deposit Insurance Corporation (FDIC) insures the customers’ deposits to their legal maximums. The Company serves its customers primarily from 114 offices located in Pennsylvania (59), Delaware (39), New Jersey (14), Virginia (1) and Nevada (1), its ATM network, website at www.wsfsbank.com and mobile app. Information on the website is not incorporated by reference into this Quarterly Report on Form 10-Q.

Basis of Presentation

In preparing the unaudited Consolidated Financial Statements, the Company is required to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue and expenses. Amounts subject to significant estimates include the allowance for credit losses (including loans and leases held for investment, investment securities available-for-sale and held-to-maturity), lending-related commitments, goodwill, intangible assets, post-retirement benefit obligations, the fair value of financial instruments, and income taxes. Among other effects, changes to these estimates could result in future impairments of investment securities, goodwill and intangible assets, the establishment of additional allowance and lending-related commitment reserves, changes in the fair value of financial instruments, as well as increased post-retirement benefits and income tax expense.

The Company's accounting and reporting policies conform to Generally Accepted Accounting Principles in the U.S. (GAAP), prevailing practices within the banking industry for interim financial information and Rule 10-01 of SEC Regulation S-X (Rule 10-01). Rule 10-01 does not require us to include all information and notes that would be required in audited financial statements. Certain prior period amounts have been reclassified to conform with current period presentation. Operating results for the periods presented are not necessarily indicative of the results that may be expected for any future quarters or for the year ending December 31, 2023. These unaudited, interim Consolidated Financial Statements should be read in conjunction with the audited Consolidated Financial Statements and related notes included in the Annual Report on Form 10-K for the year ended December 31, 2022 (the 2022 Annual Report on Form 10-K) that was filed with the SEC on February 28, 2023 and is available at www.sec.gov or on the website at www.wsfsbank.com. All significant intercompany accounts and transactions were eliminated in consolidation.

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2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

SIGNIFICANT ACCOUNTING POLICIES:

The significant accounting policies used in preparation of the Consolidated Financial Statements are disclosed in the Company's 2022 Annual Report on Form 10-K. Those significant accounting policies remain unchanged at June 30, 2023, except for the following:

Past Due and Nonaccrual Loans

Past due loans are defined as loans contractually past due 90 days or more as to principal or interest payments. Past due loans 90 days or more that remain in accrual status are considered well secured and in the process of collection.

Nonaccruing loans are those on which the accrual of interest has ceased. Loans are placed on nonaccrual status immediately if, in the opinion of the Company, collection is doubtful, or when principal or interest is past due 90 days or more and the loan is not well secured and in the process of collection. Interest accrued but not collected at the date a loan is placed on nonaccrual status is reversed and charged against interest income. In addition, the amortization of net deferred loan fees is suspended when a loan is placed on nonaccrual status. Subsequent cash receipts are applied either to the outstanding principal balance or recorded as interest income, depending on the Company’s assessment of the ultimate collectability of principal and interest. Loans are returned to accrual status when the Company assesses that the borrower has the ability to make all principal and interest payments in accordance with the terms of the loan (i.e., a consistent repayment record, generally six consecutive payments, has been demonstrated).

For loans greater than 90 days past due, unless loans are well-secured and collection is imminent, their respective reserves are generally charged off once the loss has been confirmed. Expected recoveries do not exceed the aggregate of amounts previously charged off and expected to be charged off.

A loan, for which the terms have been modified in the current reporting period in the form of principal forgiveness, an interest rate reduction, an other than-insignificant payment delay, or a term extension to a borrower experiencing financial difficulty, is considered a troubled loan. The assessment of whether a borrower is experiencing financial difficulty is made on the date of a modification.

Principal balances are generally not forgiven when a loan is modified as a troubled loan. Nonaccruing troubled loans remain in nonaccrual status until there has been a period of sustained repayment performance demonstrated and repayment is reasonably assured. Since the effect of most troubled loans are already included in the Company’s estimate of expected credit losses, a change to the allowance for credit losses is generally not recorded upon modification.

For additional detail regarding past due and nonaccrual loans, see Note 7.

Allowance for Credit Losses - Loans and Leases

The Company establishes its allowance in accordance with guidance provided in ASC 326, Financial Instruments - Credit Losses. The allowance for credit losses includes quantitative and qualitative factors that comprise the Company's current estimate of expected credit losses, including the Company's portfolio mix and segmentation, modeling methodology, historical loss experience, relevant available information from internal and external sources relating to qualitative adjustment factors, prepayment speeds and reasonable and supportable forecasts about future economic conditions.

The Company's portfolio segments, established based on similar risk characteristics and loss behaviors, are:

•Commercial Loans and Leases: Commercial and industrial - real estate secured, commercial and industrial - non-real estate secured, owner-occupied commercial, commercial mortgages, construction and commercial small business leases, and

•Residential and Consumer Loans: Residential mortgage, equity secured lines and loans, installment loans, unsecured lines of credit, originated education loans and previously acquired education loans.

Expected credit losses are net of expected recoveries and estimated over the contractual term, adjusted for expected prepayments. The contractual term excludes any extensions, renewals and modifications unless they are not unconditionally cancellable. Expected recoveries do not exceed the aggregate of amounts previously charged-off and expected to be charged-off. Expected prepayments are based on historical experience and considers adjustments for current and future economic conditions.

The allowance includes two primary components: (i) an allowance established on loans which share similar risk characteristics collectively evaluated for credit losses (collective basis) and (ii) an allowance established on loans which do not share similar risk characteristics with any loan segment and are individually evaluated for credit losses (individual basis).

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Loans that share similar risk characteristics are collectively reviewed for credit loss and are evaluated based on historical loss experience, adjusted for current economic conditions and future economic forecasts. Estimated losses are determined differently for commercial and residential and consumer loans, and each portfolio segment is further segmented by internally assessed risk ratings.

The Company uses a single scenario third-party economic forecast to adjust the calculated historical loss rates of the portfolio segments to incorporate the effects of current and future economic conditions. The Company's economic forecast considers the general health of the economy, the interest rate environment, real estate pricing and market risk. The Company's forecast extends out 6 quarters (the forecast period) and reverts to the historical loss rates on a straight-line basis over 4 quarters (the reversion period) as it believes this to be reasonable and supportable in the current environment. The economic forecast and reversion periods will be evaluated periodically by the Company and updated as appropriate.

The historical loss rates for commercial loans are estimated by determining the probability of default (PD) and expected loss given default (LGD) and are applied to the loans' exposure at default. The probability of default is calculated based on the historical rate of migration to an event of credit loss during the look-back period. The historical loss rates for consumer loans is calculated based on average net loss rates over the same look-back period. The current look-back period is 49 quarters which ensures historical loss rates are adequately considering losses within a full credit cycle.

Loans that do not share similar risk characteristics with any loan segments are evaluated on an individual basis. These loans, which may include troubled loans, are not included in the collective basis evaluation. When it is probable the Company will not collect all principal and interest due according to their contractual terms, which is assessed based on the credit characteristics of the loan and/or payment status, these loans are individually reviewed and measured for potential credit loss.

The amount of the potential credit loss is measured using any of the following three methods: (i) the present value of expected future cash flows discounted at the loan’s effective interest rate; (ii) the fair value of collateral if the loan is collateral dependent; or (iii) the loan’s observable market price. If the measured fair value of the loan is less than the amortized cost basis of the loan, an allowance for credit loss is recorded.

For collateral dependent loans, the expected credit losses at the individual asset level are the difference between the collateral's fair value (less cost to sell) and the amortized cost.

Qualitative adjustment factors consider various internal and external conditions which are allocated among loan segments and take into consideration:

•Current underwriting policies, staff and portfolio concentrations,

•Risk rating accuracy, credit and administration,

•Internal risk emergence (including internal trends of delinquency, and criticized loans by segment),

•Economic forecasts and conditions - locally and nationally (including market trends impacting collateral values), which is separate from or in addition to the third-party economic forecast described above, and

•Competitive environment, as it could impact loan structure and underwriting.

These factors are based on their relative standing compared to the period in which historical losses are used in quantitative reserve estimates and current directional trends, and reasonable and supportable forecasts. Qualitative factors can add to or subtract from quantitative reserves.

The Company's loan officers and risk managers meet at least quarterly to discuss and review the conditions and risks associated with individual problem loans. In addition, various regulatory agencies periodically review the Company's loan ratings and allowance for credit losses and the Bank's internal loan review department performs recurring loan reviews.

Accrued interest receivable on loans is excluded from the estimate of credit losses and is included in Accrued interest receivable on the unaudited Consolidated Statements of Financial Condition.

For additional detail regarding the allowance for credit losses and the provision for credit losses, see Note 7.

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RECENT ACCOUNTING PRONOUNCEMENTS

Accounting Guidance Adopted in 2023

ASU No. 2022-02, Financial Instruments – Credit Losses (Topic 326): Troubled Debt Restructurings and Vintage Disclosures: In March 2022, the FASB issued ASU No. 2022-02, Financial Instruments – Credit Losses (Topic 326): Troubled Debt Restructurings and Vintage Disclosures. The guidance eliminates the accounting guidance for troubled debt restructurings by creditors (ASC 310-40) while enhancing disclosure requirements for certain loan refinancings and restructurings by creditors when a borrower is experiencing financial difficulty. The guidance also requires that an entity disclose current-period write-offs by year of origination for financing receivables and net investments in leases within the scope of Topic 326. The Company adopted this guidance prospectively on January 1, 2023. For further details on the impact of the adoption and accounting policies, see updated Significant Accounting Policies, as described above, and troubled loans disclosures in Note 7 - Allowance for Credit Losses and Credit Quality Information.

Accounting Guidance Pending Adoption as of June 30, 2023

ASU No. 2023-01, Leases (Topic 842) Common Control Agreements: In March 2023, the FASB issued ASU No. 2023-01, Leases (Topic 842) Common Control Agreements. The amendment clarifies the accounting for leasehold improvements associated with common control leases by allowing the lessee to amortize the leasehold improvements over the useful life of the common control group’s use of the underlying asset, regardless of the lease term. The guidance is effective for fiscal years beginning after December 15, 2023. Early adoption is permitted. Adoption is required on a modified retrospective basis, consistent with the Company's adoption of Topic 842. The Company does not expect this update to have a material impact on the Consolidated Financial Statements.

ASU No. 2023-02, Investments—Equity Method and Joint Ventures (Topic 323) Accounting for Investments in Tax Credit Structures Using the Proportional Amortization Method: In March 2023, The FASB issued ASU 2023-02, Investments—Equity Method and Joint Ventures (Topic 323) Accounting for Investments in Tax Credit Structures Using the Proportional Amortization Method. The amendments permit reporting entities to elect to account for any equity investments in a tax credit program using the proportional amortization method if certain conditions are met. The amendments are effective for fiscal years beginning after December 15, 2023. Early adoption is permitted. Adoption is required on a prospective, modified retrospective, or retrospective basis depending on the amendment. The Company does not expect this update to have a material impact on the Consolidated Financial Statements.

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3. NONINTEREST INCOME

Credit/debit card and ATM income

The following table presents the components of credit/debit card and ATM income:


	Three Months Ended June 30,				Six Months Ended June 30,
(Dollars in thousands)	2023		2022		2023		2022
Bailment fees	$	9,385	$	4,014	$	18,069	$	6,799
Interchange fees	3,993		3,890		7,879		7,989
Other card and ATM fees	1,052		868		1,843		1,665
Total credit/debit card and ATM income	$	14,430	$	8,772	$	27,791	$	16,453

Credit/debit card and ATM income is composed of bailment fees, interchange fees, and other card and ATM fees. Bailment fees are earned from bailment arrangements with customers. Bailment arrangements are legal relationships in which property is delivered to another party without a transfer of ownership. The party who transferred the property (the bailor) retains ownership interest of the property. In the event that the bailee files for bankruptcy protection, the property is not included in the bailee's assets. The bailee pays an agreed-upon fee for the use of the bailor's property in exchange for the bailor allowing use of the assets at the bailee's site. Bailment fees are earned from cash that is made available for customers' use at an offsite location, such as cash located in an ATM at a customer's place of business. These fees are typically indexed to a market interest rate. This revenue stream generates fee income through monthly billing for bailment services.

Credit/debit card and ATM income also includes interchange fees. Interchange fees are paid by a merchant's bank to a bank that issued a debit or credit card used in a transaction to compensate the issuing bank for the value and benefit the merchant receives from accepting electronic payments. These revenue streams generate fee income at the time a transaction occurs and are recorded as revenue at the time of the transaction.

Investment management and fiduciary income

The following table presents the components of investment management and fiduciary income:


	Three Months Ended June 30,				Six Months Ended June 30,
(Dollars in thousands)	2023		2022		2023		2022
Trust fees	$	21,936	$	20,398	$	42,452	$	39,488
Wealth management and advisory fees	10,443		10,794		20,403		21,885
Total investment management and fiduciary income	$	32,379	$	31,192	$	62,855	$	61,373

Investment management and fiduciary income is composed of trust fees and wealth management and advisory fees. Trust fees are based on revenue earned from custody, escrow, trustee and trustee related services on structured finance transactions; indenture trustee, administrative agent and collateral agent services to individuals, institutions and corporations; commercial domicile and independent director services; and investment and trustee services to families and individuals. Most fees are flat fees, except for a portion of personal and corporate trustee fees where the Company earns a percentage on the assets under management or assets held within a trust. This revenue stream primarily generates fee income through monthly, quarterly and annual billings for services provided.

Wealth management and advisory fees consists of fees from Bryn Mawr Trust (excluding BMT-DE), BMCM, Powdermill®, and WSFS Wealth® Investments. Wealth management and advisory fees are based on revenue earned from services including asset management, financial planning, family office, and brokerage. The fees are based on the market value of assets, are assessed as a flat fee, or are brokerage commissions. This revenue stream primarily generates fee income through monthly, quarterly and annual billings for the services.

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Deposit service charges

The following table presents the components of deposit service charges:


	Three Months Ended June 30,				Six Months Ended June 30,
(Dollars in thousands)	2023		2022		2023		2022
Service fees	$	4,315	$	3,972	$	8,451	$	7,856
Return and overdraft fees	1,720		1,896		3,367		3,671
Other deposit service fees	242		203		498		369
Total deposit service charges	$	6,277	$	6,071	$	12,316	$	11,896

Deposit service charges includes revenue earned from core deposit products, certificates of deposit, and brokered deposits. The Company generates fee revenues from deposit service charges primarily through service charges and overdraft fees. Service charges consist primarily of monthly account maintenance fees, cash management fees, foreign ATM fees and other maintenance fees. All of these revenue streams generate fee income through service charges for monthly account maintenance and similar items, transfer fees, late fees, overlimit fees, and stop payment fees. Revenue is recorded at the time of the transaction.

Other income

The following table presents the components of other income:


	Three Months Ended June 30,				Six Months Ended June 30,
(Dollars in thousands)	2023		2022		2023		2022
Managed service fees	$	5,216	$	4,387	$	10,015	$	8,225
Currency preparation	1,342		929		2,624		1,800
ATM loss protection	647		674		1,295		1,282
Capital markets revenue	1,710		3,437		4,589		4,945
Miscellaneous products and services(1)	1,616		6,293		1,259		12,021
Total other income	$	10,531	$	15,720	$	19,782	$	28,273

(1)Includes commissions income from BMT Insurance Advisors (BMTIA) in 2022. The BMTIA business was sold at the end of the second quarter of 2022.

Other income consists of managed service fees, which are primarily courier fees related to cash management, currency preparation, ATM loss protection, capital markets revenue, and other miscellaneous products and services offered by the Bank. These fees are primarily generated through monthly billings or at the time of the transaction. Capital markets revenue consists of fees related to interest rate swaps, risk participation agreements, foreign exchange contracts, letters of credit, and trade finance products and services offered by the Bank. Through its subsidiary BMTIA, the Bank earned commissions from the sale of insurance policies, which are generally calculated as a percentage of the policy premium, and contingent income, which is calculated based on the volume and performance of the policies held by each carrier. Obligations for the sale of insurance policies are generally satisfied at the point in time which the policy is executed and are recognized at the point in time in which the amounts are known and collection is reasonably assured. Performance metrics for contingent income are generally satisfied over time, not exceeding one year, and are recognized at the point in time in which the amounts are known and collection is reasonably assured.

The Company's contracts with customers may include multiple performance obligations. For such arrangements, the Company allocates revenue to each performance obligation based on its relative standalone selling price. The Company generally determines standalone selling prices based on the prices charged to customers.

Practical expedients and exemptions

The Company does not disclose the value of unsatisfied performance obligations for (i) contracts with an original expected length of one year or less and (ii) contracts for which the Company recognizes revenue at the amount to which it has the right to invoice for services performed.

See Note 14 for further information about the disaggregation of noninterest income by segment.

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4. EARNINGS PER SHARE

The following table shows the computation of basic and diluted earnings per share:


	Three Months Ended June 30,				Six Months Ended June 30,
(Dollars and shares in thousands, except per share data)	2023		2022		2023		2022
Numerator:
Net income attributable to WSFS	$	68,678	$	60,740	$	131,082	$	64,544
Denominator:
Weighted average basic shares	61,348		64,224		61,429		64,581
Dilutive potential common shares	66		59		97		115
Weighted average fully diluted shares	61,414		64,283		$	61,526	$	64,696
Earnings per share:
Basic	$	1.12	$	0.95	$	2.13	$	1.00
Diluted	$	1.12	$	0.94	$	2.13	$	1.00
Outstanding common stock equivalents having no dilutive effect	98		51		22		7

Basic earnings per share is calculated by dividing Net income attributable to WSFS by the weighted-average basic shares outstanding. Diluted earnings per share is calculated by dividing Net income attributable to WSFS by the weighted-average fully diluted shares outstanding, using the treasury stock method. Fully diluted shares include the adjustment for the dilutive effect of common stock awards, which include outstanding stock options and unvested restricted stock units under the 2013 Incentive Plan and the 2018 Incentive Plan.

5. INVESTMENT SECURITIES

Debt Securities

The following tables detail the amortized cost, allowance for credit losses and the estimated fair value of the Company's investments in available-for-sale and held-to-maturity debt securities. None of the Company's investments in debt securities are classified as trading.


	June 30, 2023
(Dollars in thousands)	Amortized Cost		Gross Unrealized Gain		Gross Unrealized Loss		Allowance for Credit Losses		Fair Value
Available-for-Sale Debt Securities
Collateralized mortgage obligation (CMO)	$	585,518	$	—	$	101,792	$	—	$	483,726
Fannie Mae (FNMA) mortgage-backed securities (MBS)	3,688,588		—		558,010		—		3,130,578
Freddie Mac (FHLMC) MBS	131,282		—		13,405		—		117,877
Ginnie Mae (GNMA) MBS	47,661		—		3,404		—		44,257
Government-sponsored enterprises (GSE) agency notes	226,725		—		48,245		—		178,480
	$	4,679,774	$	—	$	724,856	$	—	$	3,954,918
Held-to-Maturity Debt Securities(1)
FNMA MBS	$	892,199	$	—	$	72,297	$	—	$	819,902
State and political subdivisions	187,577		814		2,442		8		185,941

	$	1,079,776	$	814	$	74,739	$	8	$	1,005,843

(1)Held-to-maturity securities transferred from available-for-sale are included in held-to-maturity at fair value basis at the time of transfer. The amortized cost of transferred held-to-maturity securities included net unrealized losses of $131.5 million at June 30, 2023, which are offset in Accumulated other comprehensive loss. At the time of transfer, there was no allowance for credit loss on the available-for-sale securities. Subsequent to transfer, the securities were evaluated for credit loss.

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	December 31, 2022
(Dollars in thousands)	Amortized Cost		Gross Unrealized Gain		Gross Unrealized Loss		Allowance for Credit Losses		Fair Value
Available-for-Sale Debt Securities
CMO	$	608,834	$	—	$	102,454	$	—	$	506,380
FNMA MBS	3,823,036		—		572,778		—		3,250,258
FHLMC MBS	135,554		—		13,555		—		121,999
GNMA MBS	39,116		—		2,978		—		36,138
GSE agency notes	228,010		—		49,725		—		178,285
	$	4,834,550	$	—	$	741,490	$	—	$	4,093,060
Held-to-Maturity Debt Securities(1)
FNMA MBS	$	909,498	$	—	$	68,677	$	—	$	840,821
State and political subdivisions	201,631		532		3,372		10		198,781
Foreign bonds	500		2		—		—		502
	$	1,111,629	$	534	$	72,049	$	10	$	1,040,104

(1)Held-to-maturity securities transferred from available-for-sale are included in held-to-maturity at fair value at the time of transfer. The amortized cost of transferred held-to-maturity securities included net unrealized losses of $142.8 million at December 31, 2022, which are offset in Accumulated other comprehensive loss. At the time of transfer, there was no allowance for credit loss on the available-for-sale securities. Subsequent to transfer, the securities were evaluated for credit loss.

The scheduled maturities of available-for-sale debt securities at June 30, 2023 and December 31, 2022 are presented in the table below:


	Available-for-Sale
	Amortized		Fair
(Dollars in thousands)	Cost		Value
June 30, 2023 (1)
Within one year	$	17,445	$	16,573
After one year but within five years	67,943		63,357
After five years but within ten years	564,061		473,869
After ten years	4,030,325		3,401,119
	$	4,679,774	$	3,954,918
December 31, 2022 (1)
Within one year	$	—	$	—
After one year but within five years	83,014		77,499
After five years but within ten years	465,777		398,607
After ten years	4,285,759		3,616,954
	$	4,834,550	$	4,093,060

(1)Actual maturities could differ from contractual maturities.

As of June 30, 2023, the Company’s available-for-sale investment securities consisted of 963 securities, 961 of which were in an unrealized loss position.

As of June 30, 2023, substantially all of the Corporation’s available-for-sale investment securities were mortgage-backed securities or collateral mortgage obligations which were issued or guaranteed by U.S. government-sponsored entities and agencies. As of June 30, 2023 and December 31, 2022, there were no holdings of securities of any one issuer, other than the U.S. government and its agencies, in an amount greater than 10% of shareholders’ equity.

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The scheduled maturities of held-to-maturity debt securities at June 30, 2023 and December 31, 2022 are presented in the table below:


	Held-to-Maturity
	Amortized		Fair
(Dollars in thousands)	Cost		Value
June 30, 2023 (1)
Within one year	$	230	$	230
After one year but within five years	8,004		7,935
After five years but within ten years	40,366		40,011
After ten years	1,031,176		957,667
	$	1,079,776	$	1,005,843
December 31, 2022 (1)
Within one year	$	731	$	732
After one year but within five years	9,530		9,476
After five years but within ten years	46,170		45,944
After ten years	1,055,198		983,952
	$	1,111,629	$	1,040,104

(1)Actual maturities could differ from contractual maturities.

MBS may have expected maturities that differ from their contractual maturities. These differences arise because issuers may have the right to call securities and borrowers may have the right to prepay obligations with or without prepayment penalty. The estimated weighted average duration of MBS was 5.8 years at June 30, 2023.

The held-to-maturity debt securities are not collateral-dependent securities as these are general obligation bonds issued by cities, states, counties, or other local and foreign governments.

Investment securities with fair market values aggregating $3.3 billion and $2.8 billion were pledged as collateral for investment sweep repurchase agreements, municipal deposits, and other obligations as of June 30, 2023 and December 31, 2022, respectively.

During the six months ended June 30, 2023 and 2022, the Company had no sales of debt securities categorized as available-for-sale.

As of June 30, 2023 and December 31, 2022, the Company's debt securities portfolio had remaining unamortized premiums of $61.7 million and $66.6 million, respectively, and unaccreted discounts of $23.0 million and $25.2 million, respectively.

For debt securities in an unrealized loss position, the table below shows the gross unrealized losses and fair value by investment category and length of time that individual debt securities were in a continuous unrealized loss position at June 30, 2023.


	Duration of Unrealized Loss Position
	Less than 12 months				12 months or longer				Total
	Fair		Unrealized		Fair		Unrealized		Fair		Unrealized
(Dollars in thousands)	Value		Loss		Value		Loss		Value		Loss
Available-for-sale debt securities:
CMO	$	48,553	$	3,380	$	435,173	$	98,412	$	483,726	$	101,792
FNMA MBS	276,322		17,425		2,851,590		540,585		3,127,912		558,010
FHLMC MBS	51,254		3,598		66,616		9,807		117,870		13,405
GNMA MBS	23,052		1,214		21,204		2,190		44,256		3,404
GSE agency notes	—		—		178,480		48,245		178,480		48,245
	$	399,181	$	25,617	$	3,553,063	$	699,239	$	3,952,244	$	724,856

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	Duration of Unrealized Loss Position
	Less than 12 months				12 months or longer				Total
	Fair		Unrealized		Fair		Unrealized		Fair		Unrealized
(Dollars in thousands)	Value		Loss		Value		Loss		Value		Loss
Available-for-sale debt securities:
CMO	$	158,449	$	13,855	$	347,931	$	88,599	$	506,380	$	102,454
FNMA MBS	1,237,560		145,752		2,012,698		427,026		3,250,258		572,778
FHLMC MBS	102,321		9,268		19,671		4,287		121,992		13,555
GNMA MBS	32,076		2,265		4,030		713		36,106		2,978
GSE agency notes	—		—		178,285		49,725		178,285		49,725
	$	1,530,406	$	171,140	$	2,562,615	$	570,350	$	4,093,021	$	741,490

The Company does not have the intent to sell, nor is it more likely than not it will be required to sell these securities before it is able to recover the amortized cost basis. The unrealized losses are the result of changes in market interest rates subsequent to purchase, not credit loss, as these are highly rated agency securities with no expected credit loss, in the event of a default. As a result, there is no allowance for credit losses recorded for available-for-sale debt securities as of June 30, 2023.

At June 30, 2023 and December 31, 2022, held-to-maturity debt securities had an amortized cost basis of $1.1 billion. The held-to-maturity debt security portfolio primarily consists of mortgage-backed securities which were issued or guaranteed by U.S. government-sponsored entities and agencies and highly rated municipal bonds. The Company monitors credit quality of its debt securities through credit ratings. The following table summarizes the amortized cost of debt securities held-to-maturity as of June 30, 2023, aggregated by credit quality indicator:


(Dollars in thousands)	FNMA MBS		State and political subdivisions
A+ rated or higher	$	—	$	187,577
Not rated	892,199		—
Ending balance	$	892,199	$	187,577

The following table summarizes the amortized cost of debt securities held-to-maturity as of December 31, 2022, aggregated by credit quality indicator:


(Dollars in thousands)	FNMA MBS		State and political subdivisions		Foreign bonds
A+ rated or higher	$	—	$	201,631	$	500
Not rated	909,498		—		—
Ending balance	$	909,498	$	201,631	$	500

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The Company reviewed its held-to-maturity debt securities by major security type for potential credit losses. There was no activity in the allowance for credit losses for FNMA MBS and foreign bond debt securities for the six months ended June 30, 2023 and 2022. The following table presents the activity in the allowance for credit losses for state and political subdivisions debt securities for the three and six months ended June 30, 2023 and 2022:


	Three months ended June 30,				Six months ended June 30,
(Dollars in thousands)	2023		2022		2023		2022
Allowance for credit losses:
Beginning balance	$	9	$	4	$	10	$	4

(Recovery of) provision for credit losses	(1)		2		(2)		2



Ending balance	$	8	$	6	$	8	$	6

Accrued interest receivable of $2.3 million and $2.4 million as of June 30, 2023 and December 31, 2022, respectively, for held-to-maturity debt securities were excluded from the evaluation of allowance for credit losses. There were no nonaccrual or past due held-to-maturity debt securities as of June 30, 2023 and December 31, 2022.

Equity Investments

The Company had equity investments at fair value of $24.6 million and $26.1 million as of June 30, 2023 and December 31, 2022, respectively.

During the three and six months ended June 30, 2023, the Company recognized $0.4 million and $1.7 million, respectively, of net losses related to our equity method investments within Other income on the unaudited Consolidated Statements of Income.

During the three and six months ended June 30, 2022, total net gains on equity investments of $6.0 million were recorded for both periods, driven by an unrealized gain on the Company's investment in CRED.ai presented within Unrealized gain on equity investment, net in the Consolidated Statements of Income. During the three and six months ended June 30, 2022, the Company recognized $1.2 million and $1.6 million, respectively, of net gains related to our equity method investments within Other income on the unaudited Consolidated Statements of Income.

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6. LOANS AND LEASES

The following table shows the Company's loan and lease portfolio by category:



(Dollars in thousands)	June 30, 2023		December 31, 2022
Commercial and industrial	$	2,623,723	$	2,575,345
Owner-occupied commercial	1,883,055		1,809,582
Commercial mortgages	3,552,800		3,351,084
Construction	955,224		1,044,049
Commercial small business leases	590,063		558,981
Residential(1)	829,832		761,882
Consumer(2)	1,905,219		1,810,930
	12,339,916		11,911,853
Less:

Allowance for credit losses	171,869		151,861
Net loans and leases	$	12,168,047	$	11,759,992

(1) Includes reverse mortgages at fair value of $3.1 million at June 30, 2023 and $2.4 million at December 31, 2022.

(2) Includes home equity lines of credit, installment loans, unsecured lines of credit and education loans.

Accrued interest receivable on loans and leases was $62.0 million and $59.3 million at June 30, 2023 and December 31, 2022, respectively. Accrued interest receivable on loans and leases was excluded from the evaluation of allowance for credit losses.

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7. ALLOWANCE FOR CREDIT LOSSES AND CREDIT QUALITY INFORMATION

The following tables provide the activity of allowance for credit losses and loan balances for the three and six months ended June 30, 2023 and 2022. The increase was primarily due to the impacts of the economic uncertainty and forecast and net loan growth.


(Dollars in thousands)	Commercial and Industrial(1)		Owner-occupied Commercial		Commercial Mortgages		Construction		Residential(2)		Consumer(3)		Total
Three months ended June 30, 2023
Allowance for credit losses
Beginning balance	$	62,709	$	6,056	$	30,114	$	9,672	$	5,327	$	55,284	$	169,162

Charge-offs	(10,359)		(184)		—		—		(33)		(5,298)		(15,874)
Recoveries	2,214		31		1		1		113		390		2,750
Provision (credit)	8,219		432		1,822		(445)		(364)		6,167		15,831
Ending balance	$	62,783	$	6,335	$	31,937	$	9,228	$	5,043	$	56,543	$	171,869
Six months ended June 30, 2023
Allowance for credit losses
Beginning balance	$	59,394	$	6,019	$	21,473	$	6,987	$	4,668	$	53,320	$	151,861

Charge-offs	(19,821)		(184)		—		—		(33)		(9,502)		(29,540)
Recoveries	3,430		36		3		531		156		549		4,705
Provision	19,780		464		10,461		1,710		252		12,176		44,843
Ending balance	$	62,783	$	6,335	$	31,937	$	9,228	$	5,043	$	56,543	$	171,869
Period-end allowance allocated to:
Loans evaluated on an individual basis	$	1,953	$	—	$	—	$	—	$	—	$	—	$	1,953
Loans evaluated on a collective basis	60,830		6,335		31,937		9,228		5,043		56,543		169,916
Ending balance	$	62,783	$	6,335	$	31,937	$	9,228	$	5,043	$	56,543	$	171,869
Period-end loan balances:
Loans evaluated on an individual basis	$	18,367	$	3,979	$	7,515	$	741	$	6,491	$	2,175	$	39,268
Loans evaluated on a collective basis	3,195,419		1,879,076		3,545,285		954,483		820,259		1,903,044		12,297,566
Ending balance	$	3,213,786	$	1,883,055	$	3,552,800	$	955,224	$	826,750	$	1,905,219	$	12,336,834

(1)Includes commercial small business leases.

(2)Period-end loan balance excludes reverse mortgages at fair value of $3.1 million.

(3)Includes home equity lines of credit, installment loans, unsecured lines of credit and education loans.

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(Dollars in thousands)	Commercial and Industrial(1)		Owner - occupied Commercial		Commercial Mortgages		Construction		Residential(2)		Consumer(3)		Total
Three months ended June 30, 2022
Allowance for credit losses
Beginning balance	$	65,716	$	6,125	$	23,105	$	3,145	$	4,956	$	33,283	$	136,330

Charge-offs	(2,549)		—		—		—		—		(1,418)		(3,967)
Recoveries	870		141		1		—		144		183		1,339
(Credit) provision	(3,116)		(756)		557		1,913		(112)		9,782		8,268
Ending balance	$	60,921	$	5,510	$	23,663	$	5,058	$	4,988	$	41,830	$	141,970
Six months ended June 30, 2022
Allowance for loan losses
Beginning balance	$	49,967	$	4,574	$	11,623	$	1,903	$	3,352	$	23,088	$	94,507
Initial allowance on acquired PCD loans	22,614		595		2,684		71		61		78		26,103
Charge-offs	(6,188)		(179)		(37)		—		(186)		(2,228)		(8,818)
Recoveries	1,471		267		122		—		530		549		2,939
(Credit) provision(4)	(6,943)		253		9,271		3,084		1,231		20,343		27,239
Ending balance	$	60,921	$	5,510	$	23,663	$	5,058	$	4,988	$	41,830	$	141,970
Period-end allowance allocated to:
Loans evaluated on an individual basis	$	5,437	$	—	$	—	$	—	$	—	$	—	$	5,437
Loans evaluated on a collective basis	55,484		5,510		23,663		5,058		4,988		41,830		136,533
Ending balance	$	60,921	$	5,510	$	23,663	$	5,058	$	4,988	$	41,830	$	141,970
Period-end loan balances:
Loans evaluated on an individual basis	$	29,030	$	787	$	7,771	$	5,392	$	5,803	$	2,012	$	50,795
Loans evaluated on a collective basis	3,078,710		1,822,442		3,313,883		928,932		764,772		1,520,584		11,429,323
Ending balance	$	3,107,740	$	1,823,229	$	3,321,654	$	934,324	$	770,575	$	1,522,596	$	11,480,118

(1)Includes commercial small business leases.

(2)Period-end loan balance excludes reverse mortgages at fair value of $2.6 million.

(3)Includes home equity lines of credit, installment loans, unsecured lines of credit and education loans.

(4)Includes $23.5 million initial provision for credit losses on non-PCD loans.

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The following tables show nonaccrual and past due loans presented at amortized cost at the date indicated:


	June 30, 2023
(Dollars in thousands)	30–89 Days Past Due and Still Accruing			Greater Than 90 Days Past Due and Still Accruing			Total Past Due And Still Accruing			Accruing Current Balances			Nonaccrual Loans With No Allowance			Nonaccrual Loans With An Allowance			Total Loans
Commercial and industrial(1)	$	8,320		$	989		$	9,309		$	3,186,199		$	6,017		$	12,261		$	3,213,786
Owner-occupied commercial	2,350			—			2,350			1,878,041			2,664			—			1,883,055
Commercial mortgages	5,035			353			5,388			3,541,109			6,303			—			3,552,800
Construction	2,051			—			2,051			952,432			741			—			955,224
Residential(2)	3,176			—			3,176			820,865			2,709			—			826,750
Consumer(3)	14,255			12,229			26,484			1,876,427			2,308			—			1,905,219
Total	$	35,187		$	13,571		$	48,758		$	12,255,073		$	20,742		$	12,261		$	12,336,834
% of Total Loans	0.29		%	0.11		%	0.40		%	99.33		%	0.17		%	0.10		%	100		%

(1)Includes commercial small business leases.

(2)Residential accruing current balances excludes reverse mortgages at fair value of $3.1 million.

(3)Includes $18.2 million of delinquent, but still accruing, U.S. government-guaranteed student loans that carry little risk of credit loss.


	December 31, 2022
(Dollars in thousands)	30–89 Days Past Due and Still Accruing			Greater Than 90 Days Past Due and Still Accruing			Total Past Due And Still Accruing			Accruing Current Balances			Nonaccrual Loans(1)			Total Loans
Commercial and industrial(2)	$	10,767		$	311		$	11,078		$	3,116,478		$	6,770		$	3,134,326
Owner-occupied commercial	3,500			474			3,974			1,805,222			386			1,809,582
Commercial mortgages	2,137			237			2,374			3,343,551			5,159			3,351,084
Construction	—			—			—			1,038,906			5,143			1,044,049
Residential(3)	2,563			—			2,563			753,703			3,199			759,465
Consumer(4)	12,263			15,513			27,776			1,781,009			2,145			1,810,930
Total(4)	$	31,230		$	16,535		$	47,765		$	11,838,869		$	22,802		$	11,909,436
% of Total Loans	0.26		%	0.14		%	0.40		%	99.41		%	0.19		%	100		%

(1)There were no nonaccrual loans with an allowance as of December 31, 2022.

(2)Includes commercial small business leases.

(3)Residential accruing current balances excludes reverse mortgages, at fair value of $2.4 million.

(4)Includes $21.1 million of delinquent, but still accruing, U.S. government-guaranteed student loans that carry little risk of credit loss.

The following table presents the amortized cost basis of nonaccruing collateral-dependent loans by class at June 30, 2023 and December 31, 2022:


	June 30, 2023		December 31, 2022
(Dollars in thousands)	Property		Equipment and other		Property		Equipment and other
Commercial and industrial(1)	$	15,255	$	3,023	$	3,848	$	2,922
Owner-occupied commercial	2,664		—		386		—
Commercial mortgages	6,303		—		5,159		—
Construction	741		—		5,143		—
Residential(2)	2,709		—		3,199		—
Consumer(3)	2,308		—		2,145		—
Total	$	29,980	$	3,023	$	19,880	$	2,922

(1)Includes commercial small business leases.

(2)Excludes reverse mortgages at fair value.

(3)Includes home equity lines of credit, installment loans, unsecured lines of credit and education loans.

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As of June 30, 2023, there were 38 residential loans and 16 commercial loans in the process of foreclosure. The total outstanding balance on these loans was $4.9 million and $3.9 million, respectively. As of December 31, 2022, there were 45 residential loans and 8 commercial loans in the process of foreclosure. The total outstanding balance on these loans was $6.7 million and $1.6 million, respectively. Loan workout and other real estate owned (OREO) expenses (recoveries) were $0.2 million and $0.3 million during the three and six months ended June 30, 2023, respectively, and less than $(0.1) million and $0.2 million during three and six months ended June 30, 2022, respectively. Loan workout and OREO expenses are included in Loan workout and other credit costs on the unaudited Consolidated Statements of Income.

Credit Quality Indicators

Below is a description of each of the risk ratings for all commercial loans:

•Pass. These borrowers currently show no indication of deterioration or potential problems and their loans are considered fully collectible.

•Special Mention. These borrowers have potential weaknesses that deserve management’s close attention. Borrowers in this category may be experiencing adverse operating trends, for example, declining revenues or margins, high leverage, tight liquidity, or increasing inventory without increasing sales. These adverse trends can have a potential negative effect on the borrower’s repayment capacity. These assets are not adversely classified and do not expose the Bank to significant risk that would warrant a more severe rating. Borrowers in this category may also be experiencing significant management problems, pending litigation, or other structural credit weaknesses.

•Substandard or Lower. These borrowers have well-defined weaknesses that require extensive oversight by management. Borrowers in this category may exhibit one or more of the following: inadequate debt service coverage, unprofitable operations, insufficient liquidity, high leverage, and weak or inadequate capitalization. Relationships in this category are not adequately protected by the sound financial worth and paying capacity of the obligor or the collateral pledged on the loan, if any. A distinct possibility exists that the Bank will sustain some loss if the deficiencies are not corrected. In addition, some borrowers in this category could have the added characteristic that the possibility of loss is extremely high. Current circumstances in the credit relationship make collection or liquidation in full highly questionable. Such impending events include: perfecting liens on additional collateral, obtaining collateral valuations, an acquisition or liquidation preceding, proposed merger, or refinancing plan.

Residential and Consumer Loans

The residential and consumer loan portfolios are monitored on an ongoing basis using delinquency information and loan type as credit quality indicators. These credit quality indicators are assessed in the aggregate in these relatively homogeneous portfolios. Loans that are greater than 90 days past due are generally considered nonperforming and placed on nonaccrual status.

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The following tables provide an analysis of loans by portfolio segment based on the credit quality indicators used to determine the allowance for credit losses as of June 30, 2023.


	Term Loans Amortized Cost Basis by Origination Year
	2023		2022		2021		2020		2019		Prior		Revolving loans amortized cost basis		Revolving loans converted to term		Total
(Dollars in thousands)
Commercial and industrial(1):
Risk Rating
Pass	$	497,648	$	971,490	$	368,237	$	310,758	$	143,004	$	458,737	$	8,277	$	246,341	$	3,004,492
Special mention	7,658		27,040		3,594		768		601		522		—		2,455		42,638
Substandard or Lower	54,478		18,091		12,112		10,084		36,939		19,883		—		15,069		166,656
	$	559,784	$	1,016,621	$	383,943	$	321,610	$	180,544	$	479,142	$	8,277	$	263,865	$	3,213,786
Current-period gross writeoffs	$	82	$	3,485	$	5,595	$	1,184	$	3,171	$	6,304	$	—	$	—	$	19,821
Owner-occupied commercial:
Risk Rating
Pass	$	164,939	$	279,655	$	294,797	$	216,730	$	203,500	$	411,651	$	—	$	177,666	$	1,748,938
Special mention	2,929		652		5,436		5,931		8,824		5,747		—		1,209		30,728
Substandard or Lower	8,606		18,378		3,820		8,538		2,872		42,916		—		18,259		103,389
	$	176,474	$	298,685	$	304,053	$	231,199	$	215,196	$	460,314	$	—	$	197,134	$	1,883,055
Current-period gross writeoffs	$	—	$	—	$	—	$	—	$	184	$	—	$	—	$	—	$	184
Commercial mortgages:
Risk Rating
Pass	$	380,749	$	509,272	$	580,119	$	502,722	$	519,953	$	735,252	$	—	$	253,328	$	3,481,395
Special mention	9,328		—		71		2,438		6,032		5,367		—		301		23,537
Substandard or Lower	9,470		17,042		4,742		10,080		1,614		4,692		—		228		47,868
	$	399,547	$	526,314	$	584,932	$	515,240	$	527,599	$	745,311	$	—	$	253,857	$	3,552,800
Current-period gross writeoffs	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—
Construction:
Risk Rating
Pass	$	277,159	$	378,299	$	206,930	$	22,097	$	2,441	$	8,118	$	—	$	36,970	$	932,014
Special mention	13,527		—		—		—		—		—		—		—		13,527
Substandard or Lower	—		—		—		8,942		168		—		—		573		9,683
	$	290,686	$	378,299	$	206,930	$	31,039	$	2,609	$	8,118	$	—	$	37,543	$	955,224
Current-period gross writeoffs	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—
Residential(2):
Risk Rating
Performing	$	104,143	$	70,167	$	105,199	$	58,757	$	34,406	$	447,587	$	—	$	—	$	820,259
Nonperforming	—		171		1,007		492		1,266		3,555		—		—		6,491
	$	104,143	$	70,338	$	106,206	$	59,249	$	35,672	$	451,142	$	—	$	—	$	826,750
Current-period gross writeoffs	$	33	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	33
Consumer(3):
Risk Rating
Performing	$	159,097	$	629,797	$	174,387	$	113,970	$	49,228	$	250,979	$	521,054	$	4,532	$	1,903,044
Nonperforming	—		—		—		—		43		188		1,626		318		2,175
	$	159,097	$	629,797	$	174,387	$	113,970	$	49,271	$	251,167	$	522,680	$	4,850	$	1,905,219
Current-period gross writeoffs	$	482	$	6,361	$	2,122	$	207	$	99	$	231	$	—	$	—	$	9,502

(1)Includes commercial small business leases.

(2)Excludes reverse mortgages at fair value.

(3)Includes home equity lines of credit, installment loans, unsecured lines of credit and education loans.

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The following tables provide an analysis of loans by portfolio segment based on the credit quality indicators used to determine the allowance for credit losses, as of December 31, 2022.


	Term Loans Amortized Cost Basis by Origination Year
	2022		2021		2020		2019		2018		Prior		Revolving loans amortized cost basis		Revolving loans converted to term		Total
(Dollars in thousands)
Commercial and industrial(1):
Risk Rating
Pass	$	1,123,803	$	501,761	$	387,225	$	211,310	$	153,713	$	276,588	$	8,099	$	250,486	$	2,912,985
Special mention	28,672		27,689		7,585		9,451		347		1,010		—		2,596		77,350
Substandard or Lower	32,362		16,162		6,943		37,534		37,133		6,768		—		7,089		143,991
	$	1,184,837	$	545,612	$	401,753	$	258,295	$	191,193	$	284,366	$	8,099	$	260,171	$	3,134,326
Owner-occupied commercial:
Risk Rating
Pass	$	280,898	$	325,388	$	258,177	$	226,717	$	106,390	$	363,420	$	—	$	132,942	$	1,693,932
Special mention	17,376		—		—		—		—		2,166		—		3,351		22,893
Substandard or Lower	2,981		1,500		23,284		4,401		11,864		35,311		—		13,416		92,757
	$	301,255	$	326,888	$	281,461	$	231,118	$	118,254	$	400,897	$	—	$	149,709	$	1,809,582
Commercial mortgages:
Risk Rating
Pass	$	516,783	$	600,226	$	526,312	$	549,788	$	276,414	$	594,024	$	—	$	210,550	$	3,274,097
Special mention	1,450		75		3,848		6,121		9,596		32,014		—		—		53,104
Substandard or Lower	1,861		1,210		12,552		2,909		3,573		1,209		—		569		23,883
	$	520,094	$	601,511	$	542,712	$	558,818	$	289,583	$	627,247	$	—	$	211,119	$	3,351,084
Construction:
Risk Rating
Pass	$	448,581	$	299,619	$	115,667	$	9,319	$	26,553	$	7,539	$	—	$	122,116	$	1,029,394

Special mention	—		—		—		—		—		—		—		581		581
Substandard or Lower	—		4,200		8,930		183		—		—		—		761		14,074
	$	448,581	$	303,819	$	124,597	$	9,502	$	26,553	$	7,539	$	—	$	123,458	$	1,044,049
Residential(2):
Risk Rating
Performing	$	64,500	$	110,508	$	60,625	$	36,118	$	45,859	$	434,175	$	—	$	—	$	751,785
Nonperforming	—		729		502		999		1,218		4,232		—		—		7,680
	$	64,500	$	111,237	$	61,127	$	37,117	$	47,077	$	438,407	$	—	$	—	$	759,465
Consumer(3):
Risk Rating
Performing	$	595,158	$	195,397	$	126,456	$	54,449	$	220,039	$	71,478	$	540,308	$	5,232	$	1,808,517
Nonperforming	—		—		350		—		479		—		1,255		329		2,413
	$	595,158	$	195,397	$	126,806	$	54,449	$	220,518	$	71,478	$	541,563	$	5,561	$	1,810,930

(1)Includes commercial small business leases.

(2)Excludes reverse mortgages at fair value.

(3)Includes home equity lines of credit, installment loans, unsecured lines of credit and education loans.

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Troubled Loans

The Company offers loan modifications to commercial and consumer borrowers that may result in a payment delay, interest rate reduction, term extension, principal forgiveness, or combination thereof. Loan modifications are offered on a case-by-case basis and are generally term extension, payment delay, and interest rate reduction modification types. Forbearance (due to hardship) programs result in modification types including payment delay and/or term extension. In addition, certain reorganization bankruptcy judgments may result in interest rate reduction, term extension, or principal forgiveness modification types.

The following table shows the amortized cost basis at the end of the reporting period of troubled loans, disaggregated by portfolio segment and type of modification granted.


	June 30, 2023
(Dollars in thousands)	Term Extension		More-Than-Insignificant Payment Delay		Combination- Term Extension and Payment Delay		Combination- Term Extension and Interest Rate Reduction		Combination - Payment Delay and Interest Rate Reduction		Total		% of Total Loan Category
Commercial and industrial(1)	$	21,530	$	—	$	10,164	$	—	$	—	$	31,694	0.99	%
Owner-occupied commercial	—		—		1,062		144		—		1,206		0.06	%
Commercial mortgages	9,468		—		—		—		—		9,468		0.27	%
Construction	3,305		—		—		—		—		3,305		0.35	%

Consumer(2)	888		871		3,344		158		195		5,456		0.29	%
Total	$	35,191	$	871	$	14,570	$	302	$	195	$	51,129	0.41	%

(1)Includes commercial small business leases.

(2)Includes home equity lines of credit, installment loans, unsecured lines of credit and education loans.

The following table describes the financial effect of the modifications made to troubled loans as of June 30, 2023:


	Term Extension(1)	Interest Rate Reduction(2)	More-Than-Insignificant Payment Delay(3)
Commercial and industrial	1.08	—%	0.08%
Owner-occupied commercial	1.29	2.57	0.01
Commercial mortgages	1.33	—	—
Construction	0.25	—	—

Consumer	4.35	2.65	0.04

(1)Represents the weighted-average increase in the life of modified loans measured in years, which reduces monthly payment amounts for borrowers.

(2)Represents the weighted-average decrease in the contractual interest rate on the modified loans.

(3)Represents the percentage of loans deferred over the total loan portfolio excluding reverse mortgages at fair value.

As of June 30, 2023, the Company had commitments to extend credit of $3.8 million to borrowers experiencing financial difficulty whose terms had been modified.

Upon the Company’s determination that a modified loan (or portion of a loan) has subsequently been deemed uncollectible, the loan (or a portion of the loan) is written off. Therefore, the amortized cost basis of the loan is reduced by the uncollectible amount and the allowance for credit losses is adjusted by the same amount. There were $0.9 million of C&I loans that received a term extension modification that had a payment default during the period and were modified in the 12 months before default to borrowers experiencing financial difficulty.

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The Company closely monitors the performance of troubled loans to understand the effectiveness of its modification efforts. The following table shows the performance of loans that have been modified in the last 12 months:


	June 30, 2023
(Dollars in thousands)	30-89 Days Past Due and Still Accruing		90+ Days Past Due and Still Accruing		Accruing Current Balances		Nonaccrual Loans		Total
Commercial and industrial(1)	$	—	$	—	$	30,301	$	1,393	$	31,694
Owner-occupied commercial	—		—		1,062		144		1,206
Commercial mortgages	—		—		9,468		—		9,468
Construction	—		—		3,305		—		3,305

Consumer(2)	358		101		4,997		—		5,456
Total	$	358	$	101	$	49,133	$	1,537	$	51,129

(1)Includes commercial small business leases.

(2)Includes home equity lines of credit, installment loans, unsecured lines of credit and education loans.

Troubled Debt Restructurings (TDRs) under ASC 326 for periods prior to adoption of ASU 2022-02

The following table presents the balance of TDRs as of the indicated date:



(Dollars in thousands)	December 31, 2022
Performing TDRs	$	19,737
Nonperforming TDRs	2,006
Total TDRs	$	21,743

Approximately $0.6 million in related reserves have been established for these loans at December 31, 2022.

The following table presents information regarding the types of loan modifications made for the three and six months ended June 30, 2022:


	Three months ended June 30, 2022					Six months ended June 30, 2022
	Contractual payment reduction and term extension	Maturity Date Extension	Discharged in bankruptcy	Other(1)	Total	Contractual payment reduction and term extension	Maturity Date Extension	Discharged in bankruptcy	Other(1)	Total
Commercial and industrial	—	—	—	—	—	1	—	—	—	1



Residential	—	—	1	—	1	1	—	1	—	2
Consumer	—	26	1	—	27	1	26	3	1	31
Total	—	26	2	—	28	3	26	4	1	34

(1)Other includes interest rate reduction, forbearance, and interest only payments.

Principal balances are generally not forgiven when a loan is modified as a TDR. Nonaccruing restructured loans remain in nonaccrual status until there has been a period of sustained repayment performance, which is typically six months, and repayment is reasonably assured. The following table presents loans modified as TDRs during the three and six months ended June 30, 2022.


	Three months ended June 30, 2022				Six Months Ended June 30, 2022
(Dollars in thousands)	Pre Modification		Post Modification		Pre Modification		Post Modification
Commercial	$	—	$	—	$	(19)	$	(19)



Residential	134		134		139		139
Consumer	281		281		463		463
Total(1)(2)	$	415	$	415	$	583	$	583

(1)During the three and six months ended June 30, 2022 the TDRs set forth in the table above resulted in a less than $0.1 million increase and a $0.2 million increase in the allowance for credit losses, respectively, and no additional charge-offs in either period. During the three and six months ended June 30, 2022, no TDRs defaulted that had received troubled debt modification during the past twelve months.

(2)The TDRs set forth in the table above did not occur as a result of the loan forbearance program under the CARES Act.

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8. LEASES

As a lessee, the Company enters into leases for its bank branches, corporate offices, and certain equipment. As a lessor, the Company primarily provides financing through its equipment leasing business.

Lessee

The Company's ongoing leases have remaining lease terms of less than one year to 39 years, which includes renewal options that are exercised at its discretion. The Company's lease terms to calculate the lease liability and right-of-use asset include options to extend the lease when it is reasonably certain that the Company will exercise the option. The lease liability and right-of-use asset is included in Other liabilities and Other assets, respectively, in the unaudited Consolidated Statements of Financial Condition. Leases with an initial term of 12 months or less are not recorded on the unaudited Consolidated Statements of Financial Condition. Lease expense is recognized on a straight-line basis over the lease term. Operating lease expense is included in Occupancy expense in the unaudited Consolidated Statements of Income. The Company accounts for lease components separately from nonlease components. The Company subleases certain real estate to third parties.

The components of operating lease cost were as follows:


	Three months ended				Six months ended
(Dollars in thousands)	June 30, 2023		June 30, 2022		June 30, 2023		June 30, 2022
Operating lease cost (1)	$	4,723	$	5,039	$	9,516	$	10,389
Sublease income	(32)		(84)		(81)		(171)
Net lease cost	$	4,691	$	4,954	$	9,435	$	10,218

(1)Includes variable lease cost and short-term lease cost.

Supplemental information related to operating leases was as follows:


(Dollars in thousands)	June 30, 2023			December 31, 2022

Right-of-use assets	$	124,734		$	138,182



Lease liabilities	$	146,882		$	158,269


Lease term and discount rate

Weighted average remaining lease term (in years)	19.56			17.91

Weighted average discount rate	4.71		%	4.25		%

Maturities of operating lease liabilities were as follows:


(Dollars in thousands)	June 30, 2023
Remaining in 2023	$	8,213
2024	14,865
2025	14,832
2026	14,129
2027	12,722
After 2027	188,328
Total lease payments	253,089
Less: Interest	(106,207)
Present value of lease liabilities	$	146,882

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Supplemental cash flow information related to operating leases was as follows:


	Three months ended				Six months ended
(Dollars in thousands)	June 30, 2023		June 30, 2022		June 30, 2023		June 30, 2022
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$	5,134	$	5,063	$	10,194	$	10,714
Right of use assets obtained in exchange for new operating lease liabilities (non-cash)	—		—		—		13,707

As of June 30, 2023, the Corporation had not entered into any material leases that have not yet commenced.

Lessor Equipment Leasing

The Company provides equipment and small business lease financing through its leasing subsidiary, NewLane Finance®. Interest income from direct financing leases where the Company is a lessor is recognized in Interest and fees on loans and leases on the unaudited Consolidated Statements of Income. The allowance for credit losses on finance leases is included in Provision for credit losses on the unaudited Consolidated Statements of Income.

The components of direct finance lease income are summarized in the table below:


	Three months ended				Six months ended
(Dollars in thousands)	June 30, 2023		June 30, 2022		June 30, 2023		June 30, 2022
Direct financing leases:
Interest income on lease receivable	$	13,136	$	10,326	$	25,518	$	20,063
Interest income on deferred fees and costs, net	(1,450)		(953)		(2,836)		(1,497)
Total direct financing lease net interest income	$	11,686	$	9,373	$	22,682	$	18,566

Equipment leasing receivables relate to direct financing leases. The composition of the net investment in direct financing leases was as follows:


(Dollars in thousands)	June 30, 2023		December 31, 2022
Lease receivables	$	683,530	$	642,369
Unearned income	(107,588)		(95,683)
Deferred fees and costs	14,121		12,295
Net investment in direct financing leases	$	590,063	$	558,981

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9. GOODWILL AND INTANGIBLE ASSETS

In accordance with ASC 805, Business Combinations (ASC 805) and ASC 350, Intangibles - Goodwill and Other (ASC 350), all assets acquired and liabilities assumed in purchase acquisitions, including goodwill, indefinite-lived intangibles and other intangibles are recorded at fair value as of acquisition date.

WSFS performs its annual goodwill impairment test on October 1 or more frequently if events and circumstances indicate that the fair value of a reporting unit is less than its carrying value. In between annual tests, management performs a qualitative review of goodwill quarterly as part of the Company's review of the overall business to ensure no events or circumstances have occurred that would impact its goodwill evaluation. During the six months ended June 30, 2023, management determined based on its qualitative assessment that the fair values of our reporting units exceeded their carrying values, and no goodwill impairment exists during the six months ended June 30, 2023.

The following table shows the allocation of goodwill to the reportable operating segments for purposes of goodwill impairment testing:


(Dollars in thousands)	WSFS Bank		Cash Connect®		Wealth Management		Consolidated Company
December 31, 2022	$	753,586	$	—	$	130,051	$	883,637

Goodwill adjustments	—		—		—		—
June 30, 2023	$	753,586	$	—	$	130,051	$	883,637

ASC 350 requires that an acquired intangible asset be separately recognized if the benefit of the intangible asset is obtained through contractual or other legal rights, or if the asset can be sold, transferred, licensed, rented or exchanged, regardless of the acquirer’s intent to do so. The following table summarizes the Company's intangible assets:


(Dollars in thousands)	Gross Intangible Assets		Accumulated Amortization		Net Intangible Assets		Amortization Period
June 30, 2023
Core deposits	$	104,751	$	(45,602)	$	59,149	10 years
Customer relationships	68,281		(15,467)		52,814		7-15 years

Loan servicing rights(1)	11,593		(5,815)		5,778		10-25 years
Tradename	2,900		—		2,900		indefinite
Total intangible assets	$	187,525	$	(66,884)	$	120,641
December 31, 2022
Core deposits	$	104,751	$	(40,443)	$	64,308	10 years
Customer relationships	68,281		(12,937)		55,344		7-15 years
Loan servicing rights(2)	11,118		(5,075)		6,043		10-25 years
Tradename	2,900		—		2,900		indefinite
Non-compete agreements	200		(200)		—		1 year
Total intangible assets	$	187,250	$	(58,655)	$	128,595

(1)Includes impairment losses of $0.2 million for both the three and six months ended June 30, 2023.

(2)Includes impairment losses of $0.3 million for the year ended December 31, 2022

The Company recognized amortization expense on intangible assets of $3.8 million and $7.7 million for the three and six months ended June 30, 2023, respectively, compared to $3.9 million and $7.9 million for the three and six months ended June 30, 2022, respectively.

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The following table presents the estimated future amortization expense on definite life intangible assets:


(Dollars in thousands)	June 30, 2023
Remaining in 2023	$	8,272
2024	16,351
2025	16,016
2026	15,348
2027	14,920
Thereafter	46,834
Total	$	117,741

Servicing Assets

The Company records mortgage servicing rights on its mortgage loan servicing portfolio, which includes mortgages that it acquires or originates as well as mortgages that it services for others, and servicing rights on Small Business Administration (SBA) loans. Mortgage servicing rights and SBA loan servicing rights are included in Intangible assets in the accompanying unaudited Consolidated Statements of Financial Condition. Mortgage loans which the Company services for others are not included in Loans and leases, net of allowance in the accompanying unaudited Consolidated Statements of Financial Condition. Servicing rights represent the present value of the future net servicing fees from servicing mortgage loans the Company acquires or originates, or that it services for others.

The value of the Company's mortgage servicing rights was $1.9 million and $2.1 million at June 30, 2023 and December 31, 2022, respectively, and the value of its SBA loan servicing rights was $3.9 million and $4.0 million at June 30, 2023 and December 31, 2022, respectively. Changes in the value of the Company's servicing rights resulted in a reversal of impairment losses of less than $0.2 million for the three and six months ended June 30, 2023, and impairment losses of $0.1 million for the three and six months ended June 30, 2022. Revenues from originating, marketing and servicing mortgage loans as well as valuation adjustments related to capitalized mortgage servicing rights are included in Mortgage banking activities, net in the unaudited Consolidated Statements of Income and revenues from the Company's SBA loan servicing rights are included in Loan and lease fee income in the unaudited Consolidated Statements of Income.

Besides the impairment on loan servicing rights noted above, there was no impairment of other intangible assets as of June 30, 2023 or December 31, 2022. Changing economic conditions that may adversely affect the Company's performance and could result in impairment, which could adversely affect earnings in the future.

10. DEPOSITS

The following table shows deposits by category:


(Dollars in thousands)			June 30, 2023		December 31, 2022
Noninterest-bearing:
	Noninterest demand		$	5,462,461	$	5,739,647
		Total noninterest-bearing	$	5,462,461	$	5,739,647

Interest-bearing:
	Interest-bearing demand		$	2,969,189	$	3,346,682
	Savings		1,814,508		2,161,858
	Money market		4,375,142		3,730,778

	Customer time deposits		1,639,221		1,102,013
	Brokered deposits		167,435		122,591
		Total interest-bearing	10,965,495		10,463,922
		Total deposits	$	16,427,956	$	16,203,569

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11. INCOME TAXES

There were no unrecognized tax benefits as of June 30, 2023. The Company records interest and penalties on potential income tax deficiencies as income tax expense. The Company's federal and state tax returns for the 2019 through 2022 tax years are subject to examination as of June 30, 2023. The Company does not expect to record or realize any material unrecognized tax benefits during 2023.

The amortization of the low-income housing credit investments has been reflected as income tax expense of $1.4 million and $1.2 million for the three months ended June 30, 2023 and 2022, respectively, and $2.7 million and $2.4 million of such amortization has been reflected as income tax expense for the six months ended June 30, 2023 and 2022, respectively.

The amount of affordable housing tax credits, amortization, and tax benefits recorded as income tax expense for the six months ended June 30, 2023 were $2.4 million, $2.7 million and $0.8 million, respectively. The carrying value of the investment in affordable housing credits is $66.3 million at June 30, 2023, compared to $69.0 million at December 31, 2022.

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12. FAIR VALUE DISCLOSURES OF FINANCIAL ASSETS AND LIABILITIES

FAIR VALUE OF FINANCIAL ASSETS AND LIABILITIES

ASC 820-10, Fair Value Measurement (ASC 820-10) defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. ASC 820-10 establishes a fair value hierarchy that prioritizes the use of inputs used in valuation methodologies into the following three levels:

•Level 1: Inputs to the valuation methodology are quoted prices, unadjusted, for identical assets or liabilities in active markets. A quoted price in an active market provides the most reliable evidence of fair value and shall be used to measure fair value whenever available.

•Level 2: Inputs to the valuation methodology include quoted prices for similar assets or liabilities in active markets; inputs to the valuation methodology include quoted prices for identical or similar assets or liabilities in markets that are not active; or inputs to the valuation methodology that are derived principally from or can be corroborated by observable market data by correlation or other means.

•Level 3: Inputs to the valuation methodology are unobservable and significant to the fair value measurement. Level 3 assets and liabilities include financial instruments whose value is determined using discounted cash flow methodologies, as well as instruments for which the determination of fair value requires significant management judgment or estimation.

The following tables present financial instruments carried at fair value as of June 30, 2023 and December 31, 2022 by level in the valuation hierarchy (as described above):


	June 30, 2023
(Dollars in thousands)	Quoted Prices in Active Markets for Identical Asset (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total Fair Value
Assets measured at fair value on a recurring basis:
Available-for-sale securities:
CMO	$	—	$	483,726	$	—	$	483,726
FNMA MBS	—		3,130,578		—		3,130,578
FHLMC MBS	—		117,877		—		117,877
GNMA MBS	—		44,257		—		44,257
GSE agency notes	—		178,480		—		178,480

Other assets	—		151,882		60		151,942
Total assets measured at fair value on a recurring basis	$	—	$	4,106,800	$	60	$	4,106,860

Liabilities measured at fair value on a recurring basis:
Other liabilities	$	—	$	148,184	$	15,671	$	163,855

Assets measured at fair value on a nonrecurring basis:
Other investments	$	—	$	—	$	24,560	$	24,560
Other real estate owned	—		—		527		527
Loans held for sale	—		43,065		—		43,065

Total assets measured at fair value on a nonrecurring basis	$	—	$	43,065	$	25,087	$	68,152

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	December 31, 2022
(Dollars in thousands)	Quoted Prices in Active Markets for Identical Asset (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total Fair Value
Assets measured at fair value on a recurring basis:
Available-for-sale securities:
CMO	$	—	$	506,380	$	—	$	506,380
FNMA MBS	—		3,250,258		—		3,250,258
FHLMC MBS	—		121,999		—		121,999
GNMA MBS	—		36,138		—		36,138
GSE agency notes	—		178,285		—		178,285

Other assets	—		156,912		81		156,993
Total assets measured at fair value on a recurring basis	$	—	$	4,249,972	$	81	$	4,250,053

Liabilities measured at fair value on a recurring basis:
Other liabilities	$	—	$	156,520	$	17,102	$	173,622

Assets measured at fair value on a nonrecurring basis
Other investments	$	—	$	—	$	26,120	$	26,120
Other real estate owned	—		—		833		833
Loans held for sale	—		42,985		—		42,985

Total assets measured at fair value on a nonrecurring basis	$	—	$	42,985	$	26,953	$	69,938

Fair value is based on quoted market prices, where available. If such quoted market prices are not available, fair value is based on internally developed models or obtained from third parties that primarily use, as inputs, observable market-based parameters. Valuation adjustments may be made to ensure that financial instruments are recorded at fair value. These adjustments may include unobservable parameters. The Company's valuation methodologies may produce a fair value calculation that may not be indicative of net realizable value or reflective of future fair values. While the Company believes its valuation methodologies are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different estimate of fair value at the reporting date.

Available-for-sale securities

Securities classified as available-for-sale are reported at fair value using Level 2 inputs. The Company believes that this Level 2 designation is appropriate under ASC 820-10, as these securities are GSEs and GNMA securities with almost all fixed income securities, none are exchange traded, and all are priced by correlation to observed market data. For these securities the Company obtains fair value measurements from an independent pricing service. The fair value measurements consider observable data that may include dealer quotes, market spreads, cash flows, U.S. government and agency yield curves, live trading levels, trade execution data, market consensus prepayment speeds, credit information, and the security’s terms and conditions, among other factors.

Other investments

Other investments includes equity investments without readily determinable fair values and equity method investments, which are categorized as Level 3. The Company’s equity investments without readily determinable fair values are held at cost, and are adjusted for any observable transactions during the reporting period and its equity method investments are initially recorded at cost based on the Company’s percentage ownership in the investee, and are adjusted to reflect the recognition of the Company’s proportionate share of income or loss of the investee based on the investee’s earnings.

Other real estate owned

Other real estate owned consists of loan collateral which has been repossessed through foreclosure or other measures. Initially, foreclosed assets are recorded at the fair value of the collateral less estimated selling costs. Subsequent to foreclosure, valuations are updated periodically and the assets may be marked down further, reflecting a new cost basis. The fair value of other real estate owned was estimated using Level 3 inputs based on appraisals obtained from third parties.

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Loans held for sale

The fair value of loans held for sale is based on estimates using Level 2 inputs. These inputs are based on pricing information obtained from wholesale mortgage banks and brokers and applied to loans with similar interest rates and maturities.

Other assets

Other assets include the fair value of interest rate products, derivatives on the residential mortgage held for sale loan pipeline, and risk participation agreements. Valuation of interest rate products is obtained from an independent pricing service and also from the derivative counterparty. Valuation of the derivative related to the residential mortgage held for sale loan pipeline is based on valuation of the loans held for sale portfolio as described above in Loans held for sale. Valuation of risk participation agreements are obtained from an independent pricing service.

Other liabilities

Other liabilities include the fair value of interest rate products, derivatives on the residential mortgage held for sale loan pipeline, foreign exchange forward contracts, risk participation agreements, and derivative related to the sale of certain Visa Class B common shares. Valuation of interest rate products is obtained from an independent pricing service and also from the derivative counterparty. Valuation of the derivative related to the residential mortgage held for sale loan pipeline is based on valuation of the loans held for sale portfolio as described above in Loans held for sale. Valuation of foreign exchange forward contracts and risk participation agreements are obtained from an independent pricing service. Valuation of the derivative related to the sale of certain Visa Class B common shares is based on: (i) the agreed upon graduated fee structure; (ii) the length of time until the resolution of the Visa covered litigation; and (iii) the estimated impact of dilution in the conversion ratio of Class B shares resulting from changes in the Visa covered litigation.

FAIR VALUE OF FINANCIAL INSTRUMENTS

The reported fair values of financial instruments are based on a variety of factors. In certain cases, fair values represent quoted market prices for identical or comparable instruments. In other cases, fair values have been estimated based on assumptions regarding the amount and timing of estimated future cash flows that are discounted to reflect current market rates and varying degrees of risk. Accordingly, the fair values may not represent actual values of the financial instruments that could have been realized as of period-end or that will be realized in the future.

The following methods and assumptions were used to estimate the fair value of each class of financial instruments for which it is practicable to estimate that value:

Cash, cash equivalents, and restricted cash

For cash and short-term investment securities, including due from banks, federal funds sold or purchased under agreements to resell and interest-bearing deposits with other banks, the carrying amount is a reasonable estimate of fair value.

Investment securities

Investment securities include debt securities classified as held-to-maturity or available-for-sale. Fair value is estimated using quoted prices for similar securities, which the Company obtains from a third party vendor. The Company uses one of the largest providers of securities pricing to the industry and management periodically assesses the inputs used by this vendor to price the various types of securities owned by the Company to validate the vendor’s methodology as described above in available-for-sale securities.

Other investments

Other investments includes equity investments without readily determinable fair values (see discussion in “Fair Value of Financial Assets and Liabilities” section above).

Loans held for sale

Loans held for sale are carried at their fair value (see discussion in “Fair Value of Financial Assets and Liabilities” section above).

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Loans and leases

Loans and leases are segregated by portfolio segments with similar financial characteristics. The fair values of loans and leases, with the exception of reverse mortgages, are estimated by discounting expected cash flows using the current rates at which similar loans would be made to borrowers with comparable credit ratings and for similar remaining maturities. The fair values of reverse mortgages are based on the net present value of the expected cash flows using a discount rate specific to the reverse mortgages portfolio. The fair value of nonperforming loans is based on recent external appraisals of the underlying collateral, if the loan is collateral dependent. Estimated cash flows, discounted using a rate commensurate with current rates and the risk associated with the estimated cash flows, are used if appraisals are not available. This technique does contemplate an exit price.

Stock in the Federal Home Loan Bank (FHLB) of Pittsburgh

The fair value of FHLB stock is assumed to be equal to its cost basis, since the stock is non-marketable but redeemable at its par value.

Accrued interest receivable

The carrying amounts of interest receivable approximate fair value.

Other assets

Other assets include the fair value of interest rate products, derivatives on the residential mortgage held for sale loan pipeline, and risk participation agreements (see discussion in “Fair Value of Financial Assets and Liabilities” section above).

Deposits

The fair value of deposits with no stated maturity, such as noninterest-bearing demand deposits, money market and interest-bearing demand deposits, is assumed to be equal to the amount payable on demand. The fair value of time deposits is based on the discounted value of contractual cash flows. The discount rate is estimated using rates currently offered for deposits with comparable remaining maturities.

Borrowed funds

Rates currently available to the Company for debt with similar terms and remaining maturities are used to estimate the fair value of existing debt.

Off-balance sheet instruments

The fair value of off-balance sheet instruments, including swap guarantees of $8.1 million at June 30, 2023 and $10.4 million at December 31, 2022, respectively, and standby letters of credit, approximates the recorded net deferred fee amounts. Because letters of credit are generally not assignable by either the Company or the borrower, they only have value to the Company and the borrower. In determining the fair value of the swap guarantees, the Company assesses the underlying credit risk exposure for each borrower in a paying position to the third-party financial institution.

Accrued interest payable

The carrying amounts of interest payable approximate fair value.

Other liabilities

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Financial instruments measured at fair value using significant unobservable inputs (Level 3)

The following table provides a description of the valuation techniques and significant unobservable inputs for the Company's financial instruments classified as Level 3:

(Dollars in thousands)

June 30, 2023

Financial Instrument

Fair Value

Valuation Technique(s)

Unobservable Input

Range
(Weighted Average)

Other investments

24,560

Observed market comparable transactions

Period of observed transactions

May 2022

Other real estate owned

527

Fair market value of collateral

Costs to sell

10.0%

Other assets (Risk participation agreements purchased)

Credit Value Adjustment

CDS Spread and Loss Given Default (LGD)

CDS spread: 110 - 250 bps (197 bps)

LGD: –% - 30% (30%)

Other liabilities (Risk participation agreements sold)

Credit Value Adjustment

CDS Spread and Loss Given Default (LGD)

CDS spread: 1 - 250 bps (93 bps)

LGD: 30%

Other liabilities (Financial derivative related to
sales of certain Visa Class B shares)

15,668

Discounted cash flow

Timing of Visa litigation resolution

1.00 - 5.25 years (3.34 years or 4Q 2025)

The book value and estimated fair value of the Company's financial instruments are as follows:


		June 30, 2023				December 31, 2022
(Dollars in thousands)	Fair Value Measurement	Book Value		Fair Value		Book Value		Fair Value
Financial assets:
Cash, cash equivalents, and restricted cash	Level 1	$	1,115,560	$	1,115,560	$	837,258	$	837,258
Investment securities available-for-sale	Level 2	3,954,918		3,954,918		4,093,060		4,093,060
Investment securities held-to-maturity, net	Level 2	1,079,768		1,005,843		1,111,619		1,040,104
Other investments	Level 3	24,560		24,560		26,120		26,120
Loans, held for sale	Level 2	43,065		43,065		42,985		42,985
Loans and leases, net(1)	Level 3	12,168,047		12,204,153		11,759,992		11,567,888
Stock in FHLB of Pittsburgh	Level 2	9,399		9,399		24,116		24,116
Accrued interest receivable	Level 2	77,830		77,830		74,448		74,448
Other assets	Levels 2, 3	151,942		151,942		156,993		156,993
Financial liabilities:
Deposits	Level 2	$	16,427,956	$	16,386,841	$	16,203,569	$	16,156,124
Borrowed funds	Level 2	899,493		883,174		726,894		709,014
Standby letters of credit	Level 3	674		674		739		739
Accrued interest payable	Level 2	25,718		25,718		5,174		5,174
Other liabilities	Levels 2, 3	163,855		163,855		173,622		173,622

(1) Includes reverse mortgage loans.

At June 30, 2023 and December 31, 2022 the Company had no commitments to extend credit measured at fair value.

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13. DERIVATIVE FINANCIAL INSTRUMENTS

Risk Management Objective of Using Derivatives

The Company is exposed to certain risks arising from both economic conditions and its business operations. The Company principally manages its exposures to a wide variety of business and operational risks through management of its core business activities. The Company manages economic risks, including interest rate, liquidity, and credit risk, primarily by managing the amount, sources, and duration of its assets and liabilities. The Company manages a matched book with respect to its derivative instruments in order to minimize its net risk exposure resulting from such transactions. The Company does not use derivative financial instruments for trading purposes.

Fair Values of Derivative Instruments

The table below presents the fair value of derivative financial instruments as well as their location on the unaudited Consolidated Statements of Financial Condition as of June 30, 2023.


	Fair Values of Derivative Instruments
(Dollars in thousands)		Count	Notional		Balance Sheet Location	Derivatives (Fair Value)
Derivatives designated as hedging instruments:
Interest rate products		3	$	250,000	Other assets	$	3,065
Total			$	250,000		$	3,065
Derivatives not designated as hedging instruments:
Interest rate products			$	2,474,004	Other assets	$	147,976
Interest rate products			2,680,213		Other liabilities	(148,099)
Interest rate lock commitments with customers			35,326		Other assets	642
Interest rate lock commitments with customers			868		Other liabilities	(3)
Forward sale commitments			20,250		Other assets	116
Forward sale commitments			18,000		Other liabilities	(32)
FX forwards			3,060		Other assets	83
FX forwards			2,400		Other liabilities	(50)
Risk participation agreements sold			101,644		Other liabilities	(3)
Risk participation agreements purchased			140,544		Other assets	60
Financial derivatives related to sales of certain Visa Class B shares			113,177		Other liabilities	(15,668)
Total derivatives			$	5,839,486		$	(11,913)

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The table below presents the fair value of derivative financial instruments as well as their location on the unaudited Consolidated Statements of Financial Condition as of December 31, 2022.


	Fair Values of Derivative Instruments
(Dollars in thousands)		Notional		Balance Sheet Location	Derivatives (Fair Value)



Derivatives not designated as hedging instruments:
Interest rate products		$	1,794,678	Other assets	$	156,414
Interest rate products		1,794,678		Other liabilities	(156,414)
Interest rate lock commitments with customers		24,673		Other assets	385
Interest rate lock commitments with customers		1,179		Other liabilities	(7)
Forward sale commitments		9,072		Other assets	75
Forward sale commitments		20,719		Other liabilities	(54)
FX forwards		4,177		Other assets	38
FX forwards		3,052		Other liabilities	(45)
Risk participation agreements sold		68,459		Other liabilities	(2)
Risk participation agreements purchased		87,168		Other assets	81
Financial derivatives related to sales of certain Visa Class B shares		113,177		Other liabilities	(17,100)
Total derivatives		$	3,921,032		$	(16,629)

Effect of Derivative Instruments on the Income Statement

The table below presents the effect of the derivative financial instruments on the unaudited Consolidated Statements of Income for the three and six months ended June 30, 2023 and June 30, 2022.


	Amount of (Loss) Gain Recognized in OCI on Derivative (Effective Portion)				Amount of (Loss) Gain Recognized in OCI on Derivative (Effective Portion)				Location of Gain Reclassified from Accumulated OCI into Income (Effective Portion)
(Dollars in thousands)	Three Months Ended June 30,				Six Months Ended June 30,
Derivatives in Cash Flow Hedging Relationships	2023		2022		2023		2022
Interest rate products	$	(1,475)	$	—	$	(1,143)	$	1	Interest income
Total	$	(1,475)	$	—	$	(1,143)	$	1

	Amount of Gain (Loss) Recognized in Income				Amount of Gain (Loss) Recognized in Income				Location of Gain (Loss) Recognized in Income
(Dollars in thousands)	Three Months Ended June 30,				Six Months Ended June 30,
Derivatives not designated as hedging instruments	2023		2022		2023		2022
Interest rate products	$	1,531	$	3,461	$	3,971	$	4,924	Other income
Interest rate lock commitments with customers	(134)		403		287		(825)		Mortgage banking activities, net
Forward sale commitments	213		887		66		$	4,023	Mortgage banking activities, net
FX forwards	13		61		28		41		Other income
Risk participation agreements	(17)		(119)		(14)		(190)		Other income
Total	$	1,606	$	4,693	$	4,338	$	7,973

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Derivatives Designated as Hedging Instruments:

Cash Flow Hedges of Interest Rate Risk

The Company's objectives in using interest rate derivatives are to add stability to interest income and to manage its exposure to interest rate movements. To accomplish this objective, the Company primarily uses interest rate options, including floors, caps, collars, or swaps as part of its interest rate risk management strategy. Interest rate options designated as cash flow hedges involve the receipt of fixed amounts from a counterparty in exchange for the Company making variable-rate payments over the life of the agreements without exchange of the underlying notional amount.

The Company has agreements with certain derivative counterparties that contain a provision under which, if it defaults on any of its indebtedness, including default where repayment of the indebtedness has not been accelerated by the lender, then the Company could also be declared in default on its derivative obligations. The Company also has agreements with certain derivative counterparties that contain a provision where if it fails to maintain its status as a well-capitalized or adequately capitalized institution, then the counterparty could terminate the derivative positions and the Company would be required to settle its obligations under the agreements.

During 2023, the Company purchased three interest rate floors at a net premium of $4.8 million with an aggregate notional amount of $250.0 million to hedge variable cash flows associated with a variable rate loan pool through the first half of 2026. Changes to the fair value of derivatives designated and that qualify as cash flow hedges are recorded in accumulated other comprehensive income (loss) and is subsequently reclassified into earnings in the period that the hedged forecast transaction affects earnings. If the Company determines that a cash flow hedge is no longer highly effective, future changes in the fair value of the hedging instrument would be reported in earnings. As of June 30, 2023, the Company determined the cash flow hedges remain highly effective. During the three and six months ended June 30, 2023, $0.1 million and $0.2 million, respectively, of amortization expense on the premium was reclassified into interest income. The Company does not expect any unrealized gains or losses related to cash flow hedges to be reclassified into earnings in the next twelve months.

In 2020, the Company terminated its three interest rate swaps that were designated as cash flow hedges for a net gain of $1.3 million, recognized in accumulated other comprehensive income. The derivatives were used to hedge the variable cash flows associated with a variable rate loan pool. Hedge accounting was discontinued, and the net gain in accumulated comprehensive income is reclassified into earnings when the transaction affects earnings. As the underlying hedged transaction continues to be probable, the $1.3 million net gain will be recognized into earnings on a straight-line basis over each derivative's original contract term. During the three and six months ended June 30, 2023, $0.1 million was reclassified into interest income for both periods. During the next twelve months, the Company estimates that an additional less than $0.1 million will be reclassified as an increase to interest income.

Derivatives Not Designated as Hedging Instruments:

Customer Derivatives – Interest Rate Swaps

The Company enters into interest rate swaps with commercial loan customers wishing to manage interest rate risk. The Company then enters into corresponding swap agreements with swap dealer counterparties to economically hedge the exposure arising from these contracts. The interest rate swaps with both the customers and third parties are not designated as hedges under ASC 815, Derivatives and Hedging (ASC 815) and are marked to market through earnings. As the interest rate swaps are structured to offset each other, changes to the underlying benchmark interest rates considered in the valuation of these instruments do not result in an impact to earnings; however, there may be fair value adjustments related to credit quality variations between counterparties, which may impact earnings as required by ASC 820. As of June 30, 2023, there were no fair value adjustments related to credit quality.

Derivative Financial Instruments from Mortgage Banking Activities

Derivative financial instruments related to mortgage banking activities are recorded at fair value and are not designated as accounting hedges. This includes commitments to originate certain fixed-rate residential mortgage loans to customers, also referred to as interest rate lock commitments. The Company may also enter into forward sale commitments to sell loans to investors at a fixed price at a future date and trade asset-backed securities to mitigate interest rate risk.

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Foreign Exchange Forward Contracts

The Company enters into foreign exchange forward contracts (FX forwards) with customers to exchange one currency for another on an agreed date in the future at an agreed exchange rate. The Corporation then enters into corresponding FX forwards with swap dealer counterparties to economically hedge its exposure on the exchange rate component of the customer agreements. The FX forwards with both the customers and third parties are not designated as hedges under ASC 815 and are marked to market through earnings. Exposure to gains and losses on these contracts increase or decrease over their respective lives as currency exchange and interest rates fluctuate. As the FX forwards are structured to offset each other, changes to the underlying term structure of currency exchange rates considered in the valuation of these instruments do not result in an impact to earnings; however, there may be fair value adjustments related to credit quality variations between counterparties, which may impact earnings as required by ASC 820. As of June 30, 2023, there were no fair value adjustments related to credit quality.

Risk Participation Agreements

The Company may enter into a risk participation agreement (RPA) with another institution as a means to assume a portion of the credit risk associated with a loan structure which includes a derivative instrument, in exchange for fee income commensurate with the risk assumed. This type of derivative is referred to as an “RPA sold.” In addition, in an effort to reduce the credit risk associated with an interest rate swap agreement with a borrower for whom the Corporation has provided a loan structured with a derivative, the Corporation may purchase an RPA from an institution participating in the facility in exchange for a fee commensurate with the risk shared. This type of derivative is referred to as an “RPA purchased.”

Swap Guarantees

The Company entered into agreements with one unrelated financial institutions whereby those financial institutions entered into interest rate derivative contracts (interest rate swap transactions) directly with customers referred to them by the Company. Under the terms of the agreements, those financial institutions have recourse to us for any exposure created under each swap transaction, only in the event that the customer defaults on the swap agreement and the agreement is in a paying position to the third-party financial institution. This is a customary arrangement that allows us to provide access to interest rate swap transactions for our customers without creating the swap ourselves. These swap guarantees are accounted for as credit derivatives.

At June 30, 2023 and December 31, 2022, there were 197 and 209 variable-rate to fixed-rate swap transactions between the third-party financial institutions and the Company's customers, respectively. The initial notional aggregate amount was approximately $0.8 billion at June 30, 2023 and December 31, 2022. At June 30, 2023, the swap transactions remaining maturities ranged from under 1 year to 13 years. At June 30, 2023, none of these customer swaps were in a paying position to third parties, with our swap guarantees having a fair value of $8.1 million. At December 31, 2022, none of these customer swaps were in a paying position to third parties, with the Company's swap guarantees having a fair value of $10.4 million. However, for both periods, none of the Company's customers were in default of the swap agreements.

Credit-risk-related Contingent Features

The Company has minimum collateral posting thresholds with certain of its derivative counterparties, and has posted collateral of $5.9 million in cash against its obligations under these agreements which meets or exceeds the minimum collateral posting requirements. If the Company had breached any of these provisions at June 30, 2023, it could have been required to settle its obligations under the agreements at the termination value.

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14. SEGMENT INFORMATION

As defined in ASC 280, Segment Reporting (ASC 280), an operating segment is a component of an enterprise that engages in business activities from which it may earn revenues and incur expenses, whose operating results are regularly reviewed by the enterprise’s chief operating decision makers to make decisions about resources to be allocated to the segment and assess its performance, and for which discrete financial information is available. The Company evaluates performance based on pretax net income relative to resources used, and allocate resources based on these results. The accounting policies applicable to the Company's segments are those that apply to its preparation of the accompanying unaudited Consolidated Financial Statements. Based on these criteria, the Company has identified three segments: WSFS Bank, Cash Connect®, and Wealth Management.

The WSFS Bank segment provides financial products to commercial and consumer customers. Commercial and Consumer Banking, Commercial Real Estate Lending and other banking business units are operating departments of WSFS Bank. These departments share the same regulators, the same market, many of the same customers and provide similar products and services through the general infrastructure of the Bank. Accordingly, these departments are not considered discrete segments and are appropriately aggregated in the WSFS Bank segment.

The Company's Cash Connect® segment provides ATM vault cash, smart safe and other cash logistics services through strategic partnerships with several of the largest networks, manufacturers and service providers in the ATM industry. Cash Connect® services non-bank and WSFS-branded ATMs and retail safes nationwide. The balance sheet category Cash in non-owned ATMs includes cash from which fee income is earned through bailment arrangements with customers of Cash Connect®.

The Wealth Management segment provides a broad array of planning and advisory services, investment management, trust services, and credit and deposit products to individual, corporate, and institutional clients through multiple integrated businesses. Bryn Mawr Trust® is our predominant Private Wealth Management brand, providing advisory, investment management and trustee services to institutions, affluent and high-net-worth individuals. The Bryn Mawr Trust Company of Delaware provides personal trust and fiduciary services to families and individuals across the U.S. and internationally. WSFS Institutional Services® provides trustee, agency, bankruptcy administration, custodial and commercial domicile services to institutional, corporate clients and special purpose vehicles. Private Wealth Management serves high-net-worth clients and institutions by providing trustee and advisory services, financial planning, customized investment strategies, brokerage products such as annuities and traditional banking services such as credit and deposit products tailored to its clientele. Private Wealth Management includes businesses that operate under the bank’s charter, through a broker/dealer and as a registered investment advisor (RIA). It generates revenue through fee-only arrangements, net interest income and other fee-only services such as estate administration, trust tax planning and custody. Powdermill® is a multi-family office specializing in providing independent solutions to high-net-worth individuals, families and corporate executives through a coordinated, centralized approach.

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The following tables show segment results for the three and six months ended June 30, 2023 and 2022:


	Three Months Ended June 30, 2023								Three Months Ended June 30, 2022
(Dollars in thousands)	WSFS Bank		Cash Connect®		Wealth Management		Total		WSFS Bank		Cash Connect®		Wealth Management		Total
Statements of Income
External customer revenues:
Interest income	$	236,405	$	—	$	5,364	$	241,769	$	157,174	$	—	$	2,846	$	160,020
Noninterest income	14,089		19,992		32,790		66,871		27,423		12,014		32,592		72,029
Total external customer revenues	250,494		19,992		38,154		308,640		184,597		12,014		35,438		232,049
Inter-segment revenues:
Interest income	6,725		323		24,948		31,996		2,098		406		8,868		11,372
Noninterest income	7,261		495		94		7,850		6,707		424		161		7,292
Total inter-segment revenues	13,986		818		25,042		39,846		8,805		830		9,029		18,664
Total revenue	264,480		20,810		63,196		348,486		193,402		12,844		44,467		250,713
External customer expenses:
Interest expense	53,962		—		5,965		59,927		6,149		—		256		6,405
Noninterest expenses	108,147		14,538		18,568		141,253		108,631		8,188		17,230		134,049
Provision for (recovery of) credit losses	16,328		—		(498)		15,830		7,975		—		293		8,268
Total external customer expenses	178,437		14,538		24,035		217,010		122,755		8,188		17,779		148,722
Inter-segment expenses:
Interest expense	25,271		3,851		2,874		31,996		9,274		1,207		891		11,372
Noninterest expenses	589		1,484		5,777		7,850		585		1,106		5,601		7,292
Total inter-segment expenses	25,860		5,335		8,651		39,846		9,859		2,313		6,492		18,664
Total expenses	204,297		19,873		32,686		256,856		132,614		10,501		24,271		167,386
Income before taxes	$	60,183	$	937	$	30,510	$	91,630	$	60,788	$	2,343	$	20,196	$	83,327
Income tax provision							23,035								22,425
Consolidated net income							68,595								60,902
Net (loss) income attributable to noncontrolling interest							(83)								162
Net income attributable to WSFS							$	68,678							$	60,740
Supplemental Information
Capital expenditures for the period ended	$	956	$	—	$	—	$	956	$	2,789	$	—	$	—	$	2,789

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	Six Months Ended June 30, 2023								Six Months Ended June 30, 2022
(Dollars in thousands)	WSFS Bank		Cash Connect®		Wealth Management		Total		WSFS Bank		Cash Connect®		Wealth Management		Total
Statements of Income
External customer revenues:
Interest income	$	457,690	$	—	$	10,462	$	468,152	$	298,576	$	—	$	5,581	$	304,157
Noninterest income	28,239		38,171		63,588		129,998		46,248		22,084		64,271		132,603
Total external customer revenues	485,929		38,171		74,050		598,150		344,824		22,084		69,852		436,760
Inter-segment revenues:
Interest income	12,824		718		45,675		59,217		3,150		732		14,207		18,089
Noninterest income	14,161		956		199		15,316		13,197		789		347		14,333
Total inter-segment revenues	26,985		1,674		45,874		74,533		16,347		1,521		14,554		32,422
Total revenue	512,914		39,845		119,924		672,683		361,171		23,605		84,406		469,182
External customer expenses:
Interest expense	92,449		—		11,329		103,778		11,552		—		432		11,984
Noninterest expenses	209,096		28,038		37,164		274,298		257,132		15,737		35,637		308,506
Provision for credit losses	44,045		—		796		44,841		27,184		—		55		27,239
Total external customer expenses	345,590		28,038		49,289		422,917		295,868		15,737		36,124		347,729
Inter-segment expenses:
Interest expense	46,393		7,410		5,414		59,217		14,939		1,482		1,668		18,089
Noninterest expenses	1,155		2,830		11,331		15,316		1,136		2,251		10,946		14,333
Total inter-segment expenses	47,548		10,240		16,745		74,533		16,075		3,733		12,614		32,422
Total expenses	393,138		38,278		66,034		497,450		311,943		19,470		48,738		380,151
Income before taxes	$	119,776	$	1,567	$	53,890	$	175,233	$	49,228	$	4,135	$	35,668	$	89,031
Income tax provision							43,976								24,162
Consolidated net income							131,257								64,869
Net income attributable to noncontrolling interest							175								325
Net income attributable to WSFS							$	131,082							$	64,544
Supplemental Information
Capital expenditures for the period ended	$	1,812	$	—	$	—	$	1,812	$	4,436	$	—	$	—	$	4,436

The following table shows significant components of segment net assets as of June 30, 2023 and December 31, 2022:


	June 30, 2023								December 31, 2022
(Dollars in thousands)	WSFS Bank		Cash Connect®		Wealth Management		Total		WSFS Bank		Cash Connect®		Wealth Management		Total
Statements of Financial Condition
Cash and cash equivalents	$	719,817	$	354,497	$	41,246	$	1,115,560	$	317,022	$	476,850	$	43,386	$	837,258
Goodwill	753,586		—		130,051		883,637		753,586		—		130,051		883,637
Other segment assets	17,999,598		11,556		375,340		18,386,494		17,824,946		10,429		358,485		18,193,860
Total segment assets	$	19,473,001	$	366,053	$	546,637	$	20,385,691	$	18,895,554	$	487,279	$	531,922	$	19,914,755

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15. COMMITMENTS AND CONTINGENCIES

Secondary Market Loan Sales

The Company typically sells newly originated residential mortgage loans in the secondary market to mortgage loan aggregators and to GSEs such as FHLMC, FNMA, and on a more limited basis, the FHLB. Loans held for sale are reflected on the unaudited Consolidated Statements of Financial Condition at fair value with changes in the value reflected in the unaudited Consolidated Statements of Income. Gains and losses are recognized at the time of sale. The Company periodically retains the servicing rights on residential mortgage loans sold which results in monthly service fee income. The mortgage servicing rights are included in Intangible assets on the unaudited Consolidated Statements of Financial Condition. Otherwise, the Company sells loans with servicing released on a nonrecourse basis. Rate-locked loan commitments that the Company intends to sell in the secondary market are accounted for as derivatives under ASC 815.

The Company does not sell loans with recourse, except for standard loan sale contract provisions covering violations of representations and warranties and, under certain circumstances, early payment default by the borrower. These are customary repurchase provisions in the secondary market for residential mortgage loan sales. These provisions may include either an indemnification from loss or the repurchase of the loans. Repurchases and losses have been rare and no provision is made for losses at the time of sale. There was one repurchase during the six months ended June 30, 2023 for $0.8 million and two repurchases for $0.8 million during the same period in 2022.

Unfunded Lending Commitments

At June 30, 2023 and December 31, 2022, the allowance for credit losses of unfunded lending commitments was $12.0 million and $11.9 million, respectively. A provision expense of $0.4 million and $0.2 million was recognized during the three and six months ended June 30, 2023, respectively, compared to a provision release of $0.2 million and $0.1 million during the three and six months ended June 30, 2022, respectively.

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16. CHANGE IN ACCUMULATED OTHER COMPREHENSIVE LOSS

Accumulated other comprehensive loss includes unrealized gains and losses on available-for-sale investments, unrealized gains and losses on cash flow hedges, as well as unrecognized prior service costs and actuarial gains and losses on defined benefit pension plans. Changes to accumulated other comprehensive loss are presented, net of tax, as a component of stockholders’ equity. Amounts that are reclassified out of accumulated other comprehensive loss are recorded on the unaudited Consolidated Statements of Income either as a gain or loss. Changes to accumulated other comprehensive loss by component are shown, net of taxes, in the following tables for the period indicated:


(Dollars in thousands)	Net change in investment securities available-for-sale		Net change in investment securities held-to-maturity		Net change in defined benefit plan		Net change in fair value of derivatives used for cash flow hedges(1)		Net change in equity method investments		Total
Balance, March 31, 2023	$	(510,523)	$	(104,338)	$	(4,517)	$	400	$	563	$	(618,415)
Other comprehensive loss	(40,367)		—		(7)		(1,475)		(101)		(41,950)
Less: Amounts reclassified from accumulated other comprehensive loss	—		4,393		(47)		(40)		—		4,306
Net current-period other comprehensive loss	(40,367)		4,393		(54)		(1,515)		(101)		(37,644)
Balance, June 30, 2023	$	(550,890)	$	(99,945)	$	(4,571)	$	(1,115)	$	462	$	(656,059)

Balance, March 31, 2022	$	(309,791)	$	147	$	(4,718)	$	229	$	353	$	(313,780)
Other comprehensive (loss) income(2)	(85,422)		(119,824)		(1)		—		188		(205,059)
Less: Amounts reclassified from accumulated other comprehensive loss	—		28		(27)		(40)		—		(39)
Net current-period other comprehensive (loss) income	(85,422)		(119,796)		(28)		(40)		188		(205,098)
Balance, June 30, 2022	$	(395,213)	$	(119,649)	$	(4,746)	$	189	$	541	$	(518,878)
(1)Cash flow hedges were terminated as of April 1, 2020
(2)Includes $119.8 million, net of tax, of unrealized losses on transferred investment securities from available-for-sale to held-to-maturity.

(Dollars in thousands)	Net change in investment securities available-for-sale		Net change in investment securities held-to-maturity		Net change in defined benefit plan		Net change in fair value of derivatives used for cash flow hedges (1)		Net change in equity method investments		Total
Balance, December 31, 2022	$	(563,533)	$	(108,503)	$	(4,482)	$	108	$	566	$	(675,844)
Other comprehensive income (loss)	12,643		—		5		(1,143)		(104)		11,401
Less: Amounts reclassified from accumulated other comprehensive loss	—		8,558		(94)		(80)		—		8,384
Net current-period other comprehensive income (loss)	12,643		8,558		(89)		(1,223)		(104)		19,785
Balance, June 30, 2023	$	(550,890)	$	(99,945)	$	(4,571)	$	(1,115)	$	462	$	(656,059)

Balance, December 31, 2021	$	(33,873)	$	175	$	(4,691)	$	268	$	353	$	(37,768)
Other comprehensive (loss) income(2)	(361,340)		(119,768)		—		1		188		(480,919)
Less: Amounts reclassified from accumulated other comprehensive loss	—		(56)		(55)		(80)		—		(191)
Net current-period other comprehensive (loss) income	(361,340)		(119,824)		(55)		(79)		188		(481,110)
Balance, June 30, 2022	$	(395,213)	$	(119,649)	$	(4,746)	$	189	$	541	$	(518,878)
(1)Cash flow hedges were terminated as of April 1, 2020
(2)Includes $119.8 million, net of tax, of unrealized losses on transferred investment securities from available-for-sale to held-to-maturity.

The unaudited Consolidated Statements of Income were impacted by components of other comprehensive income as shown in the tables below:

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	Three Months Ended June 30,				Affected line item in unaudited Consolidated Statements of Income
(Dollars in thousands)	2023		2022




Net unrealized holding losses (gains) on securities transferred between available-for-sale and held-to-maturity:
Amortization of net unrealized losses (gains) to income during the period	5,779		37		Net interest income
Income taxes	(1,386)		(9)		Income tax provision
Net of tax	4,393		28
Amortization of defined benefit pension plan-related items:
Prior service credits	(19)		(19)

Actuarial (gains) losses	(43)		(17)
Total before tax	(62)		(36)		Salaries, benefits and other compensation
Income taxes	15		9		Income tax provision
Net of tax	(47)		(27)




Net unrealized gains on terminated cash flow hedges:
Amortization of net unrealized gains to income during the period	(53)		(53)		Interest and fees on loans and leases
Income taxes	13		13		Income tax provision
Net of tax	(40)		(40)
Total reclassifications	$	4,306	$	(39)

	Six Months Ended June 30,				Affected line item in unaudited Consolidated Statements of Operations
	2023		2022




Net unrealized holding losses (gains) on securities transferred between available-for-sale and held-to-maturity:
Amortization of net unrealized losses (gains) to income during the period	11,260		(74)		Net interest income
Income taxes	(2,702)		18		Income tax provision
Net of tax	8,558		(56)
Amortization of defined benefit pension plan-related items:
Prior service credits	(38)		(38)

Actuarial losses (gains)	(86)		(34)
Total before tax	(124)		(72)		Salaries, benefits and other compensation
Income taxes	30		17		Income tax provision
Net of tax	(94)		(55)




Net unrealized gains on terminated cash flow hedges:
Amortization of net unrealized gains to income during the period	(105)		(105)		Interest and fees on loans and leases
Income taxes	25		25		Income tax provision
Net of tax	(80)		(80)
Total reclassifications	$	8,384	$	(191)

17. LEGAL AND OTHER PROCEEDINGS

In accordance with the current accounting standards for loss contingencies, the Company establishes reserves for litigation-related matters that arise in the ordinary course of its business activities when it is probable that a loss associated with a claim or proceeding has been incurred and the amount of the loss can be reasonably estimated. Litigation claims and proceedings of all types are subject to many uncertain factors that generally cannot be predicted with assurance. In addition, the Company's defense of litigation claims may result in legal fees, which it expenses as incurred.

There were no material changes or additions to other significant pending legal or other proceedings involving the Company other than those arising out of routine operations.

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

OVERVIEW

WSFS Financial Corporation (WSFS, and together with its subsidiaries, the Company) is a savings and loan holding company headquartered in Wilmington, Delaware. Substantially all of our assets are held by our subsidiary, Wilmington Savings Fund Society, FSB (WSFS Bank or the Bank), one of the ten oldest bank and trust companies in the United States (U.S.) continuously operating under the same name. With $20.4 billion in assets and $67.9 billion in assets under management (AUM) and assets under administration (AUA) at June 30, 2023, WSFS Bank is the oldest and largest locally-managed bank and trust company headquartered in the Greater Philadelphia and Delaware region. As a federal savings bank that was formerly chartered as a state mutual savings bank, WSFS Bank enjoys a broader scope of permissible activities than most other financial institutions. A fixture in the community, we have been in operation for more than 191 years. In addition to our focus on stellar customer experience, we have continued to fuel growth and remain a leader in our community. We are a relationship-focused, locally-managed, community banking institution. Our mission is simple: “We Stand for Service.” Our strategy of “Engaged Associates, living our culture, enriching the communities we serve” focuses on exceeding customer expectations, delivering stellar experiences and building customer advocacy through highly-trained, relationship-oriented, friendly, knowledgeable and empowered Associates.

As of June 30, 2023, we had six consolidated subsidiaries: WSFS Bank, WSFS Wealth Management, LLC (Powdermill®), Bryn Mawr Capital Management, LLC (BMCM), WSFS SPE Services, LLC, The Bryn Mawr Trust Company of Delaware (BMT-DE), and 601 Perkasie, LLC. The Company also has three unconsolidated subsidiaries: WSFS Capital Trust III, Royal Bancshares Capital Trust I, and Royal Bancshares Capital Trust II. WSFS Bank has two wholly-owned subsidiaries: Beneficial Equipment Finance Corporation (BEFC) and 1832 Holdings, Inc., and one majority-owned subsidiary, NewLane Finance Company (NewLane Finance®).

Our banking business had a total loan and lease portfolio of $12.3 billion as of June 30, 2023, which was funded primarily through commercial relationships and consumer and customer generated deposits. We have built a $9.6 billion commercial loan and lease portfolio by recruiting seasoned commercial lenders in our markets, offering the high level of service and flexibility typically associated with a community bank and through acquisitions. We also offer a broad variety of consumer loan products and retail securities brokerage through our retail branches, in addition to mortgage and title services through our branches and WSFS Mortgage®, our mortgage banking company specializing in a variety of residential mortgage and refinancing solutions. Our leasing business, conducted by NewLane Finance®, originates small business leases and provides commercial financing to businesses nationwide, targeting various equipment categories including technology, software, office, medical, veterinary and other areas. In addition, NewLane Finance® offers captive insurance through its subsidiary, Prime Protect.

Our Cash Connect® business is a premier provider of ATM vault cash, smart safe (safes that automatically accept, validate, record and hold cash in a secure environment) and other cash logistics services through strategic partnerships with several of the largest networks, manufacturers and service providers in the ATM industry. Cash Connect® services non-bank and WSFS-branded ATMs and retail safes nationwide, and manages approximately $1.6 billion in total cash and services approximately 26,000 non-bank ATMs and 8,300 smart safes nationwide. Cash Connect® provides related services such as online reporting and ATM cash management, predictive cash ordering and reconcilement services, armored carrier management, loss protection, ATM processing equipment sales and deposit safe cash logistics. Cash Connect® also supports 679 branded ATMs for WSFS Bank Customers, which is one of the largest branded ATM networks in our market.

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Our Wealth Management business provides a broad array of planning and advisory services, investment management, trust services, and credit and deposit products to individual, corporate and institutional clients through multiple integrated businesses. Combined, these businesses had $67.9 billion of AUM and AUA at June 30, 2023. Bryn Mawr Trust® is our predominant Private Wealth Management brand, providing advisory, investment management and trustee services to institutions, affluent and high-net-worth individuals. BMT-DE provides personal trust and fiduciary services to families and individuals across the U.S. and internationally. WSFS Institutional Services® provides trustee, agency, bankruptcy administration, custodial and commercial domicile services to institutional, corporate clients and special purpose vehicles. Private Wealth Management serves high-net-worth clients and institutions by providing trustee and advisory services, financial planning, customized investment strategies, brokerage products such as annuities and traditional banking services such as credit and deposit products tailored to its clientele. Private Wealth Management includes businesses that operate under the bank’s charter, through a broker/dealer and as a registered investment advisor (RIA). It generates revenue through fee-only arrangements, net interest income and other fee-only services such as estate administration, trust tax planning and custody. Powdermill® is a multi-family office specializing in providing independent solutions to high-net-worth individuals, families and corporate executives through a coordinated, centralized approach.

As of June 30, 2023, we service our customers primarily from 114 offices located in Pennsylvania (59), Delaware (39), New Jersey (14), Virginia (1) and Nevada (1), our ATM network, our website at www.wsfsbank.com and our mobile app.

Highlights and Other Notables Items for Three and Six Months Ended June 30, 2023

•Three Months Ended June 30, 2023

◦WSFS repurchased 357,278 shares of common stock under the Company's share repurchase programs at an average price of $38.32 per share, for an aggregate purchase price of approximately $13.7 million.

◦The Board of Directors approved a $0.15 per share quarterly cash dividend.

◦The Bank and the Company continue to be well above well-capitalized across all measures of regulatory capital, with total common equity tier 1 capital of 13.68% and 12.76%, respectively, and total risk-based capital of 14.85% for both.

◦During the quarter we terminated five leases, that resulted in $2.9 million in corporate development costs, aligning with our retail banking office optimization plan.

◦During the quarter, we held our first-ever "We Stand for Service Day", during which approximately 1,200 of our Associates provided nearly 5,000 hours of service to more than 80 nonprofit and community organizations across the Greater Philadelphia, Southern New Jersey and Delaware region.

•Six Months Ended June 30, 2023

◦The allowance for credit losses (ACL) on loans and leases increased $29.9 million, primarily due to impact from the economic forecast and net loan originations.

◦During the six months ended June 30, 2023, WSFS had capital returns of $45.0 million to stockholders, comprised of $26.6 million from share repurchases and $18.5 million from quarterly dividends.

◦WSFS completed the redemption of the $30.0 million of fixed-to-floating rate subordinated notes due 2025 (the 2025 Notes) acquired from Bryn Mawr Trust. The 2025 Notes were redeemed at a price of 100%, plus accrued and unpaid interest through the date of redemption.

◦In April 2023, Moody's Investors Service (Moody’s) lowered the macro profile for the U.S. banking system to ‘Strong +’ from ‘Very Strong.’ Lowering the macro profile resulted in updates to 22 bank ratings. As part of this update, Moody’s reaffirmed both the Company and Bank ratings with a stable outlook from positive.

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FINANCIAL CONDITION

Total assets increased $470.9 million to $20.4 billion at June 30, 2023 compared to December 31, 2022. This increase is primarily comprised of the following:

•Net loans and leases, excluding loans held for sale, increased $408.1 million primarily due to increases of $201.7 million in commercial mortgages, $94.3 million in consumer loans primarily from our consumer partnerships, and $73.5 million in owner-occupied commercial loans.

•Total cash and cash equivalents increased $278.3 million, primarily due to a $368.5 million increase in cash at the Federal Reserve driven by increases in trust deposits, partially offset by increased lending activity and the redemption of the 2025 Notes.

•Total investment securities decreased $170.0 million:

◦Investment securities, available-for-sale decreased $138.1 million primarily due to repayments, maturities and calls of $173.1 million, offset by purchases of $20.0 million and increased market values on available-for-sale securities of $16.6 million.

◦Investment securities, held-to-maturity decreased $31.9 million, primarily due to repayments, maturities and calls of $42.0 million, offset by $11.3 million of amortization of net unrealized losses on available-for-sale securities transferred to held-to-maturity.

•Other assets decreased $16.3 million, primarily due to a $13.4 million decrease in right-of-use asset due to scheduled amortization and accelerated amortization related to branch closures during the year.

•Stock in FHLB decreased $14.7 million due to a decrease in the borrowing activity.

Total liabilities increased $365.4 million to $18.1 billion at June 30, 2023 compared to December 31, 2022. This increase is primarily comprised of the following:

•Other borrowed funds increased $552.4 million due to $565.0 million borrowed from the Bank Term Funding Program (BTFP) as a result of favorable terms and pricing.

•Customer deposits increased $179.5 million primarily due to increases in short-term trust deposits.

•FHLB advances decreased $350.0 million due to the repayment of fixed rate FHLB term advances as part of our routine balance sheet management.

•Other liabilities decreased $52.1 million, primarily due to an $18.9 million reduction in accrued expenses due to compensation activity, a $12.0 million decrease in accrued taxes, as well as an $11.4 million reduction in lease liabilities due to the scheduled and accelerated amortization mentioned above.

For further information, see "Notes to the Consolidated Financial Statements (Unaudited)."

LIQUIDITY AND CAPITAL RESOURCES

Capital Resources

Stockholders’ equity of WSFS increased $109.5 million between December 31, 2022 and June 30, 2023. This increase was primarily due to $131.1 million of earnings and an increase of $19.8 million in accumulated other comprehensive loss driven by market value increases on available-for-sale mortgage-backed securities, partially offset by $26.6 million from the repurchase of shares of common stock under our stock repurchase plan, and the payment of dividends on our common stock of $18.5 million.

During the three months ended June 30, 2023, our Board of Directors approved a quarterly cash dividend of $0.15 per share of common stock. This dividend will be paid on August 18, 2023 to stockholders of record as of August 4, 2023.

Book value per share of common stock was $37.89 at June 30, 2023, an increase of $2.10 from $35.79 at December 31, 2022. Tangible book value per share of common stock (a non-GAAP financial measure) was $21.45 at June 30, 2023, an increase of $2.09 from $19.36 at December 31, 2022. We believe tangible book value per common share helps management and investors better understand and assess changes from period to period in stockholders’ equity exclusive of changes in intangible assets. This non-GAAP measure should be considered in addition to results prepared in accordance with Generally Accepted Accounting Principles in the U.S. (GAAP), and is not a substitute for, or superior to, GAAP results. For a reconciliation of tangible book value per common share to book value per share in accordance with GAAP, see "Reconciliation of Non-GAAP Measure to GAAP Measure."

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The table below compares the Bank's and the Company’s consolidated capital position to the minimum regulatory requirements as of June 30, 2023:


	Consolidated Capital				Minimum For Capital Adequacy Purposes				To be Well-Capitalized Under Prompt Corrective Action Provisions
(Dollars in thousands)	Amount		Percent		Amount		Percent		Amount		Percent
Total Capital (to Risk-Weighted Assets)
Wilmington Savings Fund Society, FSB	$	2,322,709	14.85	%	$	1,251,012	8.00	%	$	1,563,765	10.00	%
WSFS Financial Corporation	2,327,290		14.85		1,253,901		8.00		1,567,377		10.00
Tier 1 Capital (to Risk-Weighted Assets)
Wilmington Savings Fund Society, FSB	2,138,769		13.68		938,259		6.00		1,251,012		8.00
WSFS Financial Corporation	1,999,595		12.76		940,426		6.00		1,253,901		8.00
Common Equity Tier 1 Capital (to Risk-Weighted Assets)
Wilmington Savings Fund Society, FSB	2,138,769		13.68		703,694		4.50		1,016,447		6.50
WSFS Financial Corporation	1,999,595		12.76		705,319		4.50		1,018,795		6.50
Tier 1 Leverage Capital
Wilmington Savings Fund Society, FSB	2,138,769		10.83		789,791		4.00		987,239		5.00
WSFS Financial Corporation	1,999,595		10.11		790,818		4.00		988,523		5.00

Under the prompt corrective action regime, regulators have established five capital tiers: well-capitalized, adequately-capitalized, under-capitalized, significantly under-capitalized, and critically under-capitalized. A depository institution’s capital tier depends on its capital levels in relation to various relevant capital measures, which include leverage and risk-based capital measures and certain other factors. Depository institutions that are not classified as well-capitalized are subject to various restrictions, which may include restrictions on capital distributions, payment of management fees, acceptance of brokered deposits and other operating activities.

Regulatory capital requirements for the Bank and the Company include a minimum common equity Tier 1 capital ratio of 4.50% of risk-weighted assets, a Tier 1 capital ratio of 6.00% of risk-weighted assets, a minimum Total capital ratio of 8.00% of risk-weighted assets and a minimum Tier 1 leverage capital ratio of 4.00% of average assets. In order to avoid limits on capital distributions and discretionary bonus payments, the Bank and the Company must maintain a capital conservation buffer of 2.5% of common equity Tier 1 capital over each of the risk-based capital requirements. As of June 30, 2023, the Bank and the Company were in compliance with the regulatory capital requirements and met or exceeded the amounts required to be considered “well-capitalized” as defined in the regulations.

Not included in the Bank’s capital, WSFS separately held $135.0 million in cash to support share repurchases, potential dividends, acquisitions, strategic growth plans and other general corporate purposes.

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Liquidity

We manage our liquidity and funding needs through our Treasury function and our Asset/Liability Committee. We have a policy that separately addresses liquidity, and management monitors our adherence to policy limits. Also, liquidity risk management is a primary area of examination by the banking regulators.

Funding sources to support growth and meet our liquidity needs include cash from operations, commercial, consumer, wealth and trust deposits, loan repayments, FHLB borrowings, repurchase agreements, access to the Federal Reserve Discount Window, and access to the brokered deposit market as well as other wholesale funding avenues. In addition, we have a large portfolio of high-quality, liquid investments, primarily short-duration mortgage-backed securities, that provide a near-continuous source of cash flow to meet current cash needs, or can be sold to meet larger discrete needs for cash. We believe these sources are sufficient to meet our funding needs as well as maintain required and prudent levels of liquidity over the next twelve months and beyond.

As of June 30, 2023, the Company had $1.1 billion in cash, cash equivalents, and restricted cash. As of June 30, 2023, our estimated uninsured deposits were $6.0 billion, or 37% of total customer deposits, and our estimated unprotected deposits (uninsured and uncollateralized) were $4.6 billion, or 28% of total customer deposits.

As of June 30, 2023, the Company had a readily available, secured borrowing capacity of $5.2 billion from the FHLB, $0.2 billion through the Federal Reserve Discount Window, and $1.0 billion through the BTFP. In addition, the Company had $1.6 billion in unpledged securities that could be used to support additional borrowings and $0.6 billion of cash deposited with the Federal Reserve Bank. The Company’s readily available, secured borrowing capacity to estimated unprotected deposits ratio is 186%.

Our primary cash contractual obligations relate to operating leases, long-term debt, credit obligations, and data processing. At June 30, 2023, we had $253.1 million in total contractual payments for ongoing leases that have remaining lease terms of less than one year to 39 years, which includes renewal options that are exercised at our discretion. For additional information on our operating leases see Note 8 to the unaudited Consolidated Financial Statements. At June 30, 2023, we had obligations for principal payments on long-term debt including $67.0 million for our trust preferred borrowings, due June 1, 2035, $70.0 million in aggregate principal amount of fixed-to-floating rate subordinated notes due 2027, and $150.0 million for our senior debt, due December 15, 2030. We also acquired Royal Bancshares Capital Trust I (Trust I) and Royal Bancshares Capital Trust II (Trust II) (collectively, the Trusts), which were utilized for the sole purpose of issuing and selling capital securities representing preferred beneficial interests. Although WSFS owns an aggregate of $774.0 thousand of the common securities of Trust I and Trust II, the Trusts are not consolidated into the Company’s Consolidated Financial Statements. Inclusive of the fair value marks, WSFS assumed junior subordinated debentures owed to the Trusts with a carrying value of $11.8 million each, totaling $23.5 million. The Company records its investments in the Trusts’ common securities of $387.0 thousand each as investments in unconsolidated entities and records dividend income upon declaration by Trust I and Trust II. The Company has fully and unconditionally guaranteed all of the obligations of the Trusts, including any distributions and payments on liquidation or redemption of the capital securities. We are also contractually obligated to make interest payments on our long-term debt through their respective maturities.

Commitments to extend credit provide for financing on predetermined terms as long as the customer continues to meet specific criteria. Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee. Since many of the commitments are expected to expire without being completely drawn upon, the total commitment amounts do not necessarily represent future cash requirements. At June 30, 2023, the Company had total commitments to extend credit of $3.8 billion, which are generally one year commitments.

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NONPERFORMING ASSETS

Nonperforming assets include nonaccruing loans, OREO and restructured loans. Nonaccruing loans are those on which we no longer accrue interest. Loans are placed on nonaccrual status immediately if, in the opinion of management, collection is doubtful, or when principal or interest is past due 90 days or more and the value of the collateral is insufficient to cover principal and interest. Interest accrued but not collected at the date a loan is placed on nonaccrual status is reversed and charged against interest income. In addition, the amortization of net deferred loan fees is suspended when a loan is placed on nonaccrual status. Subsequent cash receipts are applied either to the outstanding principal balance or recorded as interest income, depending on management’s assessment of the ultimate collectability of principal and interest. Past due loans are defined as loans contractually past due 90 days or more as to principal or interest payments but which remain in accrual status because they are considered well secured and in the process of collection.

The following table shows our nonperforming assets and past due loans at the dates indicated:


(Dollars in thousands)	June 30, 2023			December 31, 2022
Nonaccruing loans(1):
Commercial and industrial	$	18,278		$	6,770
Owner-occupied commercial	2,664			386
Commercial mortgages	6,303			5,159
Construction	741			5,143
Residential	2,709			3,199
Consumer	2,308			2,145
Total nonaccruing loans	33,003			22,802
Other real estate owned	527			833
Troubled debt restructurings (accruing)(2)	—			19,737
Total nonperforming assets	$	33,530		$	43,372
Past due loans:
Commercial	$	1,342		$	1,022

Consumer(3)	12,229			15,513
Total past due loans	$	13,571		$	16,535
Troubled loans:
Commercial	$	45,673		$	—

Consumer	5,456			—
Total troubled loans	$	51,129		$	—
Ratio of allowance for credit losses to total loans and leases(4)	1.28		%	1.17		%

Ratio of nonaccruing loans to total gross loans and leases(5)	0.27			0.19
Ratio of nonperforming assets to total assets	0.16			0.22
Ratio of allowance for credit losses to nonaccruing loans	521			666
Ratio of allowance for credit losses to total nonperforming assets(6)	513			350

(1)Includes nonaccruing troubled loans beginning in 2023 and nonaccruing troubled debt restructurings (TDRs) prior to 2023.

(2)Balance excludes COVID-19 modifications.

(3)Includes U.S. government guaranteed student loans with little risk of credit loss.

(4)Represents amortized cost basis for loans, leases and held-to-maturity securities.

(5)Total loans exclude loans held for sale and reverse mortgages.

(6)Excludes acquired PCD loans.

Nonperforming assets decreased $9.8 million between December 31, 2022 and June 30, 2023. This decrease was primarily due to the adoption of ASU No. 2022-02, Financial Instruments – Credit Losses (Topic 326): Troubled Debt Restructurings and Vintage Disclosures, partially offset by the addition of three C&I relationships and one Owner-Occupied relationship. The ratio of nonperforming assets to total assets decreased from 0.22% at December 31, 2022 to 0.16% at June 30, 2023.

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


	Six Months Ended June 30,
(Dollars in thousands)	2023		2022
Beginning balance	$	43,372	$	33,133
Additions	37,483		14,191
Collections	(10,983)		(11,084)
Transfers to accrual(1)	(19,903)		—
Charge-offs	(16,439)		(2,387)
Ending balance	$	33,530	$	33,853

(1)Includes impact of ASU No. 2022-02 adoption.

The timely identification of problem loans is a key element in our strategy to manage our loan portfolio. Problem loans are all criticized, classified and nonperforming loans and other real estate owned. Timely identification enables us to take appropriate action and accordingly, minimize losses. An asset review system established to monitor the asset quality of our loans and investments in real estate portfolios facilitates the identification of problem assets. In general, this system uses guidelines established by federal regulation.

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INTEREST RATE SENSITIVITY

Our primary objective in managing interest rate risk is to minimize the adverse impact of changes in interest rates on net interest income and capital, while maximizing the yield/cost spread on our asset/liability structure. Interest rates are partly a function of decisions by the Federal Open Market Committee (FOMC) on the target range for the federal funds rate, and these decisions are sometimes difficult to anticipate. In response to the economic and financial effects of COVID-19, the FOMC reduced interest rates through 2020 and 2021 and instituted quantitative easing measures as well as domestic and global capital market support programs. The FOMC raised the federal funds target rate seven times in 2022 for a total of 425 basis points and four times in 2023 for a total of 100 basis points, and has suggested it may continue raising interest rates further in 2023. In order to manage the risks associated with changes or possible changes in interest rates, we rely primarily on our asset/liability structure.

Our primary tool for achieving our asset/liability management strategies is to match maturities or repricing periods of interest rate-sensitive assets and liabilities to promote a favorable interest rate spread and mitigate exposure to fluctuations in interest rates. We regularly review our interest rate sensitivity and adjust the sensitivity within acceptable tolerance ranges. At June 30, 2023, interest-earning assets exceeded interest-bearing liabilities that mature or reprice within one year (interest-sensitive gap) by $509.3 million. Our interest-sensitive assets as a percentage of interest-sensitive liabilities within the one-year window was 106.09% at June 30, 2023 compared with 116.93% at December 31, 2022. Likewise, the one-year interest-sensitive gap as a percentage of total assets was 2.50% at June 30, 2023 compared with 6.29% at December 31, 2022.

Market risk is the risk of loss from adverse changes in market prices and rates. Our market risk arises primarily from interest rate risk inherent in our lending, investing, and funding activities. To that end, we actively monitor and manage our interest rate risk exposure. One measure evaluates the impact of an immediate change in interest rates in 100 basis point increments on the economic value of equity ratio. The economic value of the equity ratio is defined as the economic value of the estimated cash flows from assets and liabilities as a percentage of economic value of cash flows from total assets.

The following table shows the estimated impact of immediate changes in interest rates on our net interest margin and economic value of equity ratio at the specified levels at June 30, 2023 and December 31, 2022:


	June 30, 2023		December 31, 2022
% Change in Interest Rate (Basis Points)	% Change in Net Interest Margin(1)	Economic Value of Equity(2)	% Change in Net Interest Margin(1)	Economic Value of Equity(2)
+300	17.5%	23.95%	18.5%	27.54%
+200	11.6%	23.04%	12.3%	26.44%
+100	5.8%	22.06%	6.1%	25.22%
+50	2.9%	21.54%	3.1%	24.56%
+25	1.4%	21.27%	1.5%	24.22%
—	—%	20.99%	—%	23.87%
-25	(1.4)%	20.70%	(1.6)%	23.50%
-50	(2.9)%	20.41%	(3.3)%	23.10%
-100	(5.9)%	19.80%	(6.8)%	22.20%
'-200	(12.2)%	18.30%	(14.0)%	20.20%
'-300	(18.8)%	16.70%	(21.2)%	17.90%

(1)The percentage difference between net interest margin in a stable interest rate environment and net interest margin as projected under the various rate change environments.

(2)The economic value of equity ratio in a stable interest rate environment and the economic value of equity ratio as projected under the various rate change environments.

We also engage in other business activities that are sensitive to changes in interest rates. For example, mortgage banking revenues and expenses can fluctuate with changing interest rates. These fluctuations are difficult to model and estimate.

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RESULTS OF OPERATIONS

Three months ended June 30, 2023: Net income for the three months ended June 30, 2023 was $68.7 million, compared to $60.7 million for the three months ended June 30, 2022.

•Net interest income increased $28.2 million primarily due to the rising interest rate environment and balance sheet size and mix. See “Net Interest Income” for further information.

•Our provision for credit losses increased $7.6 million primarily due to the impacts of the economic uncertainty and forecast, losses on two C&I relationships, and net loan growth. See “Allowance for Credit Losses” for further information.

•Noninterest income decreased $5.2 million primarily due to decreases in other banking fees and capital markets income, and unrealized gains on equity investments and and income from BMT Insurance Advisors (BMTIA) in the second quarter of 2022. These decreases were partially offset by higher income from Cash Connect®. See “Noninterest Income” for further information.

•Noninterest expense increased $7.2 million primarily due to higher variable operating costs from Cash Connect®, salaries and benefits costs, and FDIC insurance assessment, partially offset by a decrease in net corporate development and restructuring costs.

•Income tax provision increased $0.6 million primarily due to the $8.3 million increase in pre-tax income, partially offset by the impacts of non-deductible goodwill written off during the sale of the BMTIA business.

Six months ended June 30, 2023: Net income for the six months ended June 30, 2023 was $131.1 million, compared to $64.5 million for the six months ended June 30, 2022.

•Net interest income increased $72.2 million during the six months ended June 30, 2023 compared to the six months ended June 30, 2022, primarily due to the reasons described above. See “Net Interest Income” for further information.

•Our provision for credit losses for the six months ended June 30, 2023 increased $17.6 million compared to the six months ended June 30, 2022, due to the impacts of the economic uncertainty and forecast. See “Allowance for Credit Losses” for further information.

•Noninterest income for the six months ended June 30, 2023 decreased $2.6 million compared to the six months ended June 30, 2022, primarily due to decreases in other banking fees and mortgage banking activities, and unrealized gains on equity investments and income from BMTIA in 2022. These decreases were partially offset by higher income from Cash Connect®. See “Noninterest Income” for further information.

•Noninterest expense decreased $34.2 million during the six months ended June 30, 2023 compared to the six months ended June 30, 2022, primarily due to a decrease in net corporate development and restructuring costs, partially offset by increases in other operating expense driven by Cash Connect®, and salaries and benefits. See “Noninterest Expense” for further information.

•Income tax provision for the six months ended June 30, 2023 increased $19.8 million compared to the six months ended June 30, 2022, primarily due to the $86.2 million increase in pre-tax income.

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Net Interest Income

The following tables provide information concerning the balances, yields and rates on interest-earning assets and interest-bearing liabilities during the periods indicated:


	Three months ended June 30,
	2023						2022
(Dollars in thousands)	Average Balance		Interest		Yield/ Rate(1)		Average Balance		Interest		Yield/ Rate(1)
Assets:
Interest-earning assets:
Loans:(2)
Commercial loans and leases	$	5,051,292	$	86,073	6.85	%	$	4,831,874	$	56,950	4.74	%
Commercial real estate loans	4,484,162		78,018		6.98		4,238,090		43,448		4.11
Residential loans	804,390		9,384		4.67		787,909		8,774		4.45
Consumer loans	1,907,294		33,508		7.05		1,463,391		19,232		5.27
Loans held for sale	45,766		901		7.90		66,502		938		5.66
Total loans and leases	12,292,904		207,884		6.79		11,387,766		129,342		4.56
Mortgage-backed securities(3)	4,766,207		27,130		2.28		5,292,568		27,377		2.07
Investment securities(3)	370,530		2,182		2.62		285,610		1,340		2.21
Other interest-earning assets	345,791		4,573		5.30		1,206,849		1,961		0.65
Total interest-earning assets	$	17,775,432	$	241,769	5.46	%	$	18,172,793	$	160,020	3.54	%
Allowance for credit losses	(170,968)						(136,773)
Cash and due from banks	255,590						268,485
Cash in non-owned ATMs	387,889						566,174
Bank-owned life insurance	101,031						100,356
Other noninterest-earning assets	1,872,610						1,766,854
Total assets	$	20,221,584					$	20,737,889
Liabilities and Stockholders’ Equity:
Interest-bearing liabilities:
Interest-bearing deposits:
Interest-bearing demand	$	3,039,257	$	6,525	0.86	%	$	3,348,511	$	941	0.11	%
Savings	1,873,572		1,342		0.29		2,281,051		159		0.03
Money market	4,137,867		27,898		2.70		3,984,562		1,231		0.12
Customer time deposits	1,578,615		10,597		2.69		1,142,139		1,273		0.45
Total interest-bearing customer deposits	10,629,311		46,362		1.75		10,756,263		3,604		0.13
Brokered deposits	307,515		3,692		4.82		35,469		162		1.83
Total interest-bearing deposits	10,936,826		50,054		1.84		10,791,732		3,766		0.14
Federal Home Loan Bank advances	123,297		1,597		5.20		—		—		—
Trust preferred borrowings	90,511		1,635		7.25		90,312		682		3.03
Senior and subordinated debt	218,247		2,334		4.28		248,448		1,949		3.14
Other borrowed funds	390,576		4,307		4.42		31,045		8		0.10
Total interest-bearing liabilities	$	11,759,457	$	59,927	2.04	%	$	11,161,537	$	6,405	0.23	%
Noninterest-bearing demand deposits	5,458,676						6,631,062
Other noninterest-bearing liabilities	674,300						543,587
Stockholders’ equity	2,332,147						2,404,262
Noncontrolling interest	(2,996)						(2,559)
Total liabilities and stockholders’ equity	$	20,221,584					$	20,737,889
Excess of interest-earning assets over interest-bearing liabilities	$	6,015,975					$	7,011,256
Net interest income			$	181,842					$	153,615
Interest rate spread					3.42	%					3.31	%
Net interest margin					4.11	%					3.40	%

(1)Weighted average yields for tax-exempt securities and loans have been computed on a tax-equivalent basis.

(2)Average balances are net of unearned income and include nonperforming loans.

(3)Includes securities available-for-sale at fair value.

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	Six months ended June 30,
	2023						2022
(Dollars in thousands)	Average Balance		Interest		Yield/ Rate(1)		Average Balance		Interest		Yield/ Rate(1)
Assets:
Interest-earning assets:
Loans:(2)
Commercial loans and leases	$	5,003,224	$	166,817	6.74	%	$	4,841,834	$	109,416	4.57	%
Commercial real estate loans	4,454,920		149,846		6.78		4,264,570		84,087		3.98
Residential loans	787,082		18,012		4.58		815,650		18,431		4.52
Consumer loans	1,878,506		65,043		6.98		1,410,971		34,516		4.93
Loans held for sale	44,653		1,890		8.54		70,576		1,773		5.07
Total loans and leases	12,168,385		401,608		6.66		11,403,601		248,223		4.39
Mortgage-backed securities(3)	4,794,699		54,656		2.28		5,258,371		50,490		1.92
Investment securities	373,628		4,419		2.74		308,093		2,661		2.00
Other interest-earning assets	293,656		7,469		5.13		1,462,832		2,783		0.38
Total interest-earning assets	$	17,630,368	$	468,152	5.37	%	$	18,432,897	$	304,157	3.33	%
Allowance for credit losses	(162,124)						(135,782)
Cash and due from banks	242,962						239,249
Cash in non-owned ATMs	404,381						538,048
Bank-owned life insurance	101,320						100,555
Other noninterest-earning assets	1,895,709						1,703,144
Total assets	$	20,112,616					$	20,878,111
Liabilities and Stockholders’ Equity:
Interest-bearing liabilities:
Interest-bearing deposits:
Interest-bearing demand	$	3,090,807	$	11,549	0.75	%	$	3,391,704	$	1,522	0.09	%
Savings	1,968,863		2,598		0.27		2,271,591		321		0.03
Money market	4,000,491		47,156		2.38		4,038,399		2,156		0.11
Customer time deposits	1,428,245		16,590		2.34		1,157,496		2,596		0.45
Total interest-bearing customer deposits	10,488,406		77,893		1.50		10,859,190		6,595		0.12
Brokered deposits	326,828		7,353		4.54		49,345		299		1.22
Total interest-bearing deposits	10,815,234		85,246		1.59		10,908,535		6,894		0.13
Federal Home Loan Bank advances	194,934		4,968		5.14		—		—		—
Trust preferred borrowings	90,485		3,190		7.11		90,288		1,195		2.67
Senior debt	225,677		4,907		4.35		248,507		3,878		3.12
Other borrowed funds(4)	261,615		5,467		4.21		34,700		17		0.10
Total interest-bearing liabilities	$	11,587,945	$	103,778	1.81	%	$	11,282,030	$	11,984	0.21	%
Noninterest-bearing demand deposits	5,509,184						6,541,421
Other noninterest-bearing liabilities	722,166						494,990
Stockholders’ equity	2,296,403						2,562,384
Noncontrolling interest	(3,082)						(2,714)
Total liabilities and stockholders’ equity	$	20,112,616					$	20,878,111
Excess of interest-earning assets over interest-bearing liabilities	$	6,042,423					$	7,150,867
Net interest and dividend income			$	364,374					$	292,173
Interest rate spread					3.56	%					3.12	%
Net interest margin					4.18	%					3.20	%

(1)Weighted average yields for tax-exempt securities and loans have been computed on a tax-equivalent basis.

(2)Average balances are net of unearned income and include nonperforming loans.

(3)Includes securities available-for-sale at fair value.

(4)Includes federal funds purchased.

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Three months ended June 30, 2023: During the three months ended June 30, 2023, net interest income increased $28.2 million from the three months ended June 30, 2022 primarily due to the rising interest rate environment and balance sheet size and mix. Net interest margin was 4.11% for the second quarter of 2023, a 71 basis point increase compared to 3.40% for the second quarter of 2022 due to a favorable increase of 58 basis points from our asset-sensitive balance sheet and 13 basis points from loan growth and mix.

Six months ended June 30, 2023: During the six months ended June 30, 2023, net interest income increased $72.2 million from the six months ended June 30, 2022. This increase included $73.8 million from balance sheet size and mix from the rising interest rate environment, partially offset by a $1.6 million decrease in purchase accounting accretion. Net interest margin was 4.18% for the six months ended June 30, 2023, a 98 basis point increase compared to 3.20% for the six months ended June 30, 2022 reflecting a 99 basis point increase due to balance sheet size and mix and the rising interest rate environment, partially offset by a one basis point decrease from lower purchase accounting accretion.

Allowance for Credit Losses

We maintain the allowance for credit losses at an appropriate level based on our assessment of estimable and expected losses in the loan portfolio. Our allowance for credit losses is based on our historical loss experience that includes the inherent risk of our loans and various other factors including but not limited to, collateral values, trends in asset quality, level of delinquent loans and concentrations. Further, regional and national economic forecasts are considered in our expected credit losses. Our evaluation is based on a review of the portfolio and requires significant, complex and difficult judgments.

During the three months ended June 30, 2023, we recorded a provision for credit losses of $15.8 million, a net change of $7.6 million, as compared with the provision of credit losses of $8.3 million for the three months ended June 30, 2022. This increase was primarily due to the impacts of the economic uncertainty and forecast, losses on two C&I relationships that experienced significant credit events during the quarter, and net loan growth.

During the six months ended June 30, 2023, we recorded a provision for credit losses of $44.8 million, a net change of $17.6 million, as compared with the provision of credit losses of $27.2 million for the six months ended June 30, 2022. This increase was primarily due to the impact of the economic uncertainty and forecast.

The allowance for credit losses increased to $171.9 million at June 30, 2023 from $151.9 million at December 31, 2022. The ratio of allowance for credit losses to total loans and leases was 1.28% at June 30, 2023 and 1.17% at December 31, 2022.

The following tables detail the allocation of the ACL and show our net charge-offs (recoveries) by portfolio category:


(Dollars in thousands)	Commercial and Industrial(1)			Owner- occupied Commercial			Commercial Mortgages			Construction			Residential(2)			Consumer(3)			Total
As of June 30, 2023
Allowance for credit losses	$	62,783		$	6,335		$	31,937		$	9,228		$	5,043		$	56,543		$	171,869
% of ACL to total ACL	37		%	3		%	19		%	5		%	3		%	33		%	100		%
Loan portfolio balance	$	3,213,786		$	1,883,055		$	3,552,800		$	955,224		$	826,750		$	1,905,219		$	12,336,834
% to total loans and leases	26		%	15		%	29		%	8		%	7		%	15		%	100		%
Three months ended June 30, 2023
Charge-offs	$	10,359		$	184		$	—		$	—		$	33		$	5,298		$	15,874
Recoveries	2,214			31			1			1			113			390			2,750
Net charge-offs (recoveries)	$	8,145		$	153		$	(1)		$	(1)		$	(80)		$	4,908		$	13,124
Average loan balance	$	3,189,130		$	1,862,163		$	3,484,673		$	999,488		$	801,471		$	1,907,294		$	12,244,219
Ratio of net charge-offs (recoveries) to average gross loans	1.02		%	0.03		%	NMF			NMF			(0.04)		%	1.03		%	0.43		%
Six months ended June 30, 2023
Charge-offs	$	19,821		$	184		$	—		$	—		$	33		$	9,502		$	29,540
Recoveries	3,430			36			3			531			156			549			4,705
Net charge-offs (recoveries)	$	16,391		$	148		$	(3)		$	(531)		$	(123)		$	8,953		$	24,835
Average loan balance	$	3,162,182		$	1,841,042		$	3,456,686		$	998,234		$	784,300		$	1,878,506		$	12,120,950
Ratio	1.05		%	0.02		%	NMF			(0.11)		%	(0.03)		%	0.96		%	0.41		%

(1)Includes commercial small business leases.

(2)Excludes reverse mortgages.

(3)Includes home equity lines of credit, installment loans unsecured lines of credit and education loans.

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(Dollars in thousands)	Commercial and Industrial(1)			Owner- occupied Commercial			Commercial Mortgages			Construction			Residential(2)			Consumer(3)			Total
As of December 31, 2022
Allowance for credit losses	$	59,394		$	6,019		$	21,473		$	6,987		$	4,668		$	53,320		$	151,861
% of ACL to total ACL	39		%	4		%	14		%	5		%	3		%	35		%	100		%
Loan portfolio balance	$	3,134,326		$	1,809,582		$	3,351,084		$	1,044,049		$	759,465		$	1,810,930		$	11,909,436
% to total loans and leases	26		%	15		%	28		%	9		%	7		%	15		%	100		%
Year ended December 31, 2022
Charge-offs	$	19,004		$	179		$	581		$	—		$	186		$	7,520		$	27,470
Recoveries	6,112			278			223			2,567			665			793			10,638
Net charge-offs (recoveries)	$	12,892		$	(99)		$	358		$	(2,567)		$	(479)		$	6,727		$	16,832
Average loan balance	$	3,043,836		$	1,831,428		$	3,319,687		$	962,082		$	787,273		$	1,543,704		$	11,488,010
Ratio of net charge-offs (recoveries) to average gross loans	0.42		%	(0.01)		%	0.01		%	(0.27)		%	(0.06)		%	0.44		%	0.15		%

(1)Includes commercial small business leases.

(2)Excludes reverse mortgages.

(3)Includes home equity lines of credit, installment loans unsecured lines of credit and education loans.

See Note 7 to the unaudited Consolidated Financial Statements and "Nonperforming Assets" above for further information.

Noninterest Income

Three months ended June 30, 2023: During the three months ended June 30, 2023, noninterest income was $66.9 million, a decrease of $5.2 million from $72.0 million during the three months ended June 30, 2022. The decrease was primarily driven by $3.8 million in other banking fees, including fees associated with our consumer lending partnerships, gain on sale of SBA loans and traditional bank service fees, and $1.7 million in capital markets income. In addition, we recognized $6.0 million in unrealized gains on equity investments and $1.3 million of income from BMTIA in the second quarter of 2022. Partially offsetting these decreases was an increase of $8.0 million from Cash Connect®.

Six months ended June 30, 2023: During the six months ended June 30, 2023, noninterest income was $130.0 million, a decrease of $2.6 million from $132.6 million during the six months ended June 30, 2022. This decrease reflects a $7.4 million decrease in other banking fees and a $2.7 million decrease in mortgage banking activities. In addition to these decreases, we recognized the $6.0 million of unrealized gains on equity investments mentioned above and $2.6 million from BMTIA in 2022. Partially offsetting these decreases was an increase of $16.1 million from Cash Connect®.

For further information, see Note 3 to the unaudited Consolidated Financial Statements.

Noninterest Expense

Three months ended June 30, 2023: During the three months ended June 30, 2023, noninterest expense was $141.3 million, an increase of $7.2 million from $134.0 million for the three months ended June 30, 2022. The increase was primarily due to $6.9 million in other operating expense driven by higher variable operating costs from Cash Connect®, $4.2 million from salaries and benefits costs, and an increase in the FDIC insurance assessment. These increases were partially offset by a $7.6 million decrease in net corporate development and restructuring costs.

Six months ended June 30, 2023: During the six months ended June 30, 2023, noninterest expense was $274.3 million, a decrease of $34.2 million from $308.5 million for the six months ended June 30, 2022. The decrease was primarily due to a $59.1 million decrease in net corporate development and restructuring costs, partially offset by increases of $14.5 million in other operating expense driven by higher variable operating costs from Cash Connect®, and $6.1 million in salaries and benefits.

Income Taxes

We and our subsidiaries file a consolidated federal income tax return and separate state income tax returns. Income taxes are accounted for in accordance with ASC 740, Income Taxes, which requires the recording of deferred income taxes for tax consequences of temporary differences. We recorded income tax expense of $23.0 million and $44.0 million during the three and six months ended June 30, 2023, respectively, compared to income tax expense of $22.4 million and $24.2 million for the same periods in 2022, respectively.

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Our effective tax rate was 25.1% for both the three and six months ended June 30, 2023, compared to 26.9% and 27.1% for the same periods in 2022, respectively. The effective tax rate for the three and six months ended June 30, 2023 decreased primarily due to $0.4 million of tax expense related to nondeductible merger costs incurred in the three months ended March 31, 2022 combined with $1.4 million of tax expense related to nondeductible goodwill written off during the sale of the BMTIA business that occurred in the three months ended June 30, 2022.

The effective tax rate reflects the recognition of certain tax benefits in the financial statements including those benefits from tax-exempt interest income, federal low-income housing tax credits, research and development tax credits (incurred in 2022) and excess tax benefits from recognized stock compensation. These tax benefits are offset by the tax effect of stock-based compensation expense related to incentive stock options, nondeductible acquisition costs (incurred in 2022) and a provision for state income tax expense. We frequently analyze our projections of taxable income and make adjustments to our provision for income taxes accordingly.

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RECONCILIATION OF NON-GAAP MEASURE TO GAAP MEASURE

The following table provides a reconciliation of tangible book value per share of common stock to book value per share of common stock, the most directly comparable GAAP financial measure. We believe this measure helps management and investors better understand and assess changes from period to period in stockholders’ equity exclusive of changes in intangible assets. This non-GAAP measure should be considered in addition to results prepared in accordance with GAAP, and is not a substitute for, or superior to, GAAP results.


(Dollars and share amounts in thousands, except per share amounts)	June 30, 2023		December 31, 2022
Stockholders’ equity of WSFS	$	2,314,659	$	2,205,113
Less: Goodwill and other intangible assets	1,004,278		1,012,232
Tangible common equity (numerator)	$	1,310,381	$	1,192,881
Shares of common stock outstanding (denominator)	61,093		61,612
Book value per share of common stock	$	37.89	$	35.79
Goodwill and other intangible assets	16.44		16.43
Tangible book value per share of common stock	$	21.45	$	19.36

CRITICAL ACCOUNTING ESTIMATES

The preparation of the unaudited Consolidated Financial Statements in accordance with U.S. GAAP requires us to make estimates and assumptions affecting the reported amounts of assets, liabilities, revenue and expenses. We regularly evaluate these estimates and assumptions including those related to the allowance for credit losses, business combinations, deferred taxes, fair value measurements and goodwill and other intangible assets. We base our estimates on historical experience and various other factors and assumptions that are believed to be reasonable under the circumstances. These form the basis for making judgments on the carrying value of certain assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates. Although our current estimates contemplate current economic conditions and how we expect them to change in the future, for the remainder of 2023, it is possible that actual conditions may be worse than anticipated in those estimates, which could materially affect our results of operations and financial condition. Actual results may differ from these estimates under different assumptions or conditions. The following critical accounting policy involves more significant judgments and estimates. We have reviewed this critical accounting policy and estimates with the Audit Committee.

Critical accounting estimates at June 30, 2023 did not significantly change from our critical accounting estimates at December 31, 2022, which are disclosed in our Annual Report on Form 10-K for the year ended December 31, 2022.

RECENT REGULATORY DEVELOPMENTS

Recent regulatory developments at June 30, 2023 did not significantly change from our recent regulatory developments at December 31, 2022, which are disclosed in our Annual Report on Form 10-K for the year ended December 31, 2022, except as noted below.

Potential Regulatory Reforms in Response to Recent Bank Failures

The recent failures of Silicon Valley Bank, Santa Clara, California, Signature Bank, New York, New York, and First Republic Bank, San Francisco, California, in March and April of this year, have led, and may continue to lead, to regulatory changes and initiatives that could impact the Company. For example, the FDIC has stated that it plans to impose a special deposit insurance assessment on banks in order to recover losses that the FDIC's Deposit Insurance Fund (DIF) incurred in the receiverships of these institutions. In addition, President Biden has encouraged the federal banking agencies to adopt various reforms, including the completion of an incentive compensation rule for bank executives pursuant to Section 956 of the Dodd-Frank Act, in response to these bank failures. Further, on April 28, 2023, the Federal Reserve and the FDIC issued reports on the potential causes of failures of Silicon Valley Bank and Signature Bank, respectively. Among the changes discussed, the Federal Reserve and the FDIC highlighted the need to change their approach to supervising banks of all sizes as well as to their capital and other regulatory requirements. Despite these initiatives, it remains unclear what actions federal regulatory agencies will ultimately take as a result of these failures.

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FDIC Special Assessment

On May 11, 2023, the FDIC published a proposed rule that would impose a special deposit insurance assessment on insured depository institutions in order to recover losses that the FDIC's Deposit Insurance Fund (DIF) has incurred in the receiverships of Silicon Valley Bank and Signature Bank. The proposed rule would require the payment of the special assessment over eight quarterly assessment periods beginning the first quarter of 2024, subject to adjustments if the total amount collected is insufficient to cover the DIF’s costs. Each quarterly special assessment would be equal to 3.13 basis points (0.0313%) of the amount of an institution’s estimated uninsured deposits that exceeded $5 billion as of December 31, 2022. As of December 31, 2022, WSFS Bank’s estimated amount of uninsured deposits was $6.9 billion.

Small Business Lending Data Collection Rule

On March 30, 2023, the CFPB finalized a rule under section 1071 of the Dodd-Frank Act requiring lenders to collect and report data regarding small business lending activity. The rule is scheduled to take effect on August 29, 2023, and requires compliance by October 1, 2024, April 1, 2025, or January 1, 2026, depending on the number of covered small business loans that a covered lender originates. The Company is evaluating the impact of the new rule.

Transition from London Inter-Bank Offered Rate (LIBOR)

LIBOR, a benchmark interest rate that was widely referenced in the past, is no longer published as of June 30, 2023. Financial market regulators had taken steps in previous years to prepare for the transition away from LIBOR and to encourage banks and other market participants to do the same. The United Kingdom Financial Conduct Authority (FCA) caused most LIBOR settings to cease publications as of January 1, 2022 and the remaining settings to cease publication as of July 1, 2023.

The Adjustable Interest Rate (LIBOR) Act and implementing regulations of the Federal Reserve created a set of default rules for contracts that reference LIBOR and do not provide any mechanism for determining a replacement reference rate, including by providing for replacement reference rates based upon the Secured Overnight Financing Rate (SOFR). The Federal Reserve Bank of New York has published SOFR rates on a daily basis since April 2018, and has published SOFR "term rates" (Term SOFR) daily since early 2020.

Given LIBOR’s extensive use across financial markets, the discontinuation of LIBOR publication presents various risks and challenges to financial markets and institutions, including to the Company. The Company’s commercial and consumer businesses trade, and hold various products that are indexed to LIBOR. As of June 30, 2023, the Company had approximately $2.0 billion of loans, $1.8 billion of derivatives that are utilized for customer guarantees, and approximately $162.8 million of debt securities outstanding that are indexed to LIBOR (either currently or in the future) as of June 30, 2023. These instruments give the Company discretion to determine a replacement benchmark rate if LIBOR becomes unavailable, and the Company began utilizing Term SOFR as a replacement to LIBOR in the first quarter of 2022. New variable rate loan products have been shifted primarily to Term SOFR, and our internal systems have been migrated as well, while existing LIBOR indexed contracts were in the process of being migrated to the SOFR indexed in advance of the final LIBOR publication date.

Third-Party Risk Management Guidance

On June 6, 2023, the FDIC, the Federal Reserve and the OCC issued final guidance providing sound principles that support a risk-based approach to third-party risk management. The Company is evaluating the impact of this guidance on its practices.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

The information required by this Item is incorporated herein by reference to the information provided in Part I Item 2 (Interest Rate Sensitivity) of this Quarterly Report on Form 10-Q.

Item 4. Controls and Procedures

(a)Evaluation of disclosure controls and procedures. Based on their evaluation of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934), our principal executive officer and principal financial officer have concluded that as of the end of the period covered by this Quarterly Report on Form 10-Q such disclosure controls and procedures are effective to ensure that information required to be disclosed by us in the reports that we file or submit under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms.

(b)Changes in internal control over financial reporting. There was no change in our internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting during the three months ended June 30, 2023.

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Part II. OTHER INFORMATION

Item 1. Legal Proceedings

The information required by this Item is incorporated herein by reference to the information provided in Note 17 – Legal and Other Proceedings to the unaudited Consolidated Financial Statements.

Item 1A. Risk Factors

There have not been any material changes to the risk factors previously disclosed under Item 1A of the Company’s Annual Report on Form 10-K for the year ended December 31, 2022.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

During the first quarter of 2020, the Board of Directors of the Company approved a share repurchase program authorizing the repurchase of 7,594,977 shares of common stock, or 15% of its outstanding shares as of March 31, 2020. This repurchase program was completed during the first quarter of 2023. During the second quarter of 2022, the Board of Directors of the Company approved an additional share repurchase authorization under the program of 6,358,727 shares of common stock, or 10% of its outstanding shares as of June 30, 2022. Under the program, repurchases may be made from time to time in the open market or through negotiated transactions, subject to market conditions and other factors, and in accordance with applicable securities laws. The program is consistent with our intent to return a minimum of 35% of annual net income to stockholders through dividends and share repurchases while maintaining capital ratios in excess of “well-capitalized” regulatory benchmarks.

The following table represents information with respect to repurchases of common stock made by the Company during the three months ended June 30, 2023.



Month	Total Number of Shares Purchased	Average Price Paid Per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs	Maximum Number of Shares that May Yet Be Purchased Under the Plans or Programs
April 1, 2023 - April 31, 2023	—	$	—	—	6,326,771
May 1, 2023 - May 28, 2023	9,820	30.57		9,820	6,316,951
June 1, 2023 - June 31, 2023	347,458	38.54		347,458	5,969,493
Total	357,278	$	38.32	357,278

Item 3. Defaults upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

During the period covered by this Quarterly Report on Form 10-Q, no director or officer of the Company adopted or terminated a "Rule 10b5-1 trading arrangement" or "non-Rule 10b5-1 trading arrangement," as each term is defined in Item 408(a) of Regulation S-K.

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Item 6. Exhibits


Exhibit Number						Description of Document

31.1						Certification of CEO pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2						Certification of CFO pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32						Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS						XBRL Instance Document *
101.SCH						XBRL Schema Document *
101.CAL						XBRL Calculation Linkbase Document *
101.LAB						XBRL Labels Linkbase Document *
101.PRE						XBRL Presentation Linkbase Document *
101.DEF						XBRL Definition Linkbase Document *
104						The cover page of this Quarterly Report on Form 10-Q for the quarter ended June 30, 2023, filed with the SEC on August 3, 2023, is formatted in Inline XBRL.

* Submitted as Exhibits 101 to this Quarterly Report on Form 10-Q are documents formatted in XBRL (Extensible Business Reporting Language). Pursuant to Rule 406T of Regulation S-T, these interactive data files are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933 or Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise are not subject to liability.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


						WSFS FINANCIAL CORPORATION

Date: August 3, 2023						/s/ Rodger Levenson
						Rodger Levenson
						Chairman, President and Chief Executive Officer
						(Principal Executive Officer)

Date: August 3, 2023						/s/ Dominic C. Canuso
						Dominic C. Canuso
						Executive Vice President and
						Chief Financial Officer
						(Principal Financial and Accounting Officer)