Good morning, and welcome to the Webster Financial Corporation Second Quarter 2023 Earnings Call. Please note this event is being recorded. I would now like to introduce Webster's Director of Investor Relations, Emlen Harmon to introduce the call. Mr. Harmon, please go ahead.

Good morning. Before we begin our remarks, I want to remind you that the comments made by management may include forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and are subject to the safe harbor rules. Please review the forward-looking disclaimer and safe harbor language in today's press release and presentation for more information about risks and uncertainties, which may affect us. The presentation and accompanying management's remarks can be found on the company's Investor Relations website at investors.websterbank.com. I'll now turn it over to Webster Financial CEO, John Ciulla.

Thanks, Emlen. Good morning, and welcome to Webster Financial Corporation's Second Quarter 2023 Earnings Call. We appreciate you joining us this morning. I'll provide remarks on our high-level results and operations before turning it over to Glenn to cover our financial results in greater detail. Webster's results in the quarter illustrate the competitive advantages of our funding profile while we experienced some temporary NIM headwinds as we pulled liquidity onto our balance sheet early in the quarter. Overall, our diverse and distinctive deposit gathering channels provided steady funding as we grew deposits significantly and increased our off-balance sheet liquidity. Glenn will provide more specific detail on balance sheet trends in his remarks. In the face of industry challenges, we are proud of our financial performance in the quarter. On an adjusted basis, we generated EPS of $1.50 while we saw a modest 1.9% quarter-over-quarter decline in net interest income. We anticipate a positive trajectory through the remainder of the year. Our other income statement lines exhibited positive trends as we grew non-interest income and maintained flat expenses. Despite maintaining a higher-than-normal liquidity position, we generated an adjusted ROA of just under 1.4% and an adjusted return on tangible common equity of 20.4%. We grew our deposits by over 6% in the quarter. Our robust funding profile positioned us to continue to serve our clients, and we grew our loan book by 1.4%. Our strong deposit growth allowed us to reduce our loan-to-deposit ratio to 88%, which provides us balance sheet flexibility as we move forward. If you turn to Slide 3, I want to reemphasize the unique funding model that enabled this performance. We have a diverse set of deposit-generating businesses, each with distinct client dynamics. This model provides us with a funding advantage as characteristics of the various businesses partially mitigate the effects of general industry deposit outflows. While we are not immune to the higher funding costs the banking industry is experiencing, we like our competitive positioning on that front, and we have the ability to grow core deposits through environments in which others are challenged. Our consumer deposits are largely originated in footprint to long-tenured clients. Our $8 billion plus of HSA deposits are all in individual customer accounts and nearly all are within FDIC insurance limits. As most of you are aware, this is a particularly unique source of low-cost and long-duration deposits. Within Commercial Banking, we have $2 billion of business banking deposits that share similar characteristics to the consumer book. The remainder of commercial deposits are diverse by industry, customer type and geography and are aligned with our relationship banking model. Finally, interLINK, a platform we acquired earlier this year provides readily available core deposit funding at a low cost of acquisition with nearly all deposits covered by FDIC insurance. On Slide 4, you can see that not only did we grow deposits smartly, but immediately available liquidity also increased to $18 billion, which covers just under 125% of our uninsured and uncollateralized deposits. Our balance sheet remains in exceptionally sound condition. As Glenn will discuss further on subsequent slides, things remain stable from an overall credit perspective. While we do not see any significant signs of broad credit weakness, we continue to act prudently and proactively with respect to managing our existing loan portfolio and onboarding new credit given the existing macro uncertainties. I want to once again touch briefly on our office portfolio. You can see that on Slide 5, as that has continued, I know to be an area of market focus. We have proactively reduced the size of our non-medical office portfolio, which is now down by almost $400 million over the last year or roughly 25%. We've done so without incurring significant losses as our charge-off rate for this relatively small portion of the office portfolio is under 2% on an annualized basis. The overall credit characteristics of this portfolio have not changed materially, as you can see in the figures we provide on LTVs, debt service coverage and other metrics. While our criticized and classified loans are up modestly from last quarter, they are down relative to fourth quarter and the year-ago period given the proactive actions we've taken. Consistent with my comments above, while we are pleased with performance to date, we fully appreciate the changing dynamics in commercial real estate, and we continue to manage our portfolios and credit selection accordingly and prudently. I'll now turn it over to Glenn to provide more details on the quarter.

Thanks, John, and good morning, everyone. I'll start on Slide 6 with our GAAP and adjusted earnings. We reported GAAP net income to common shareholders of $231 million earnings per share of $1.32. On an adjusted basis, we reported net income to common shareholders of $261 million and EPS of $1.50, excluding one-time merger-related expenses of $30 million. These merger expenses were primarily related to professional fees, severance and technology costs. Next, I'll review our balance sheet trends, beginning on Slide 7. Total assets were $74 billion at period end, down $800 million from the first quarter largely as a result of shifting from on-balance sheet cash to off-balance sheet liquidity sources. At quarter end, we held $1 billion in cash on the balance sheet, which approximates the level of cash we anticipate holding going forward. Loan growth was $700 million, principally driven by Commercial Banking. Our security balances were relatively flat in the quarter as were reinvested proceeds from maturities and sales. Deposits grew $3.5 billion in the quarter and reduced our borrowings by more than $4 billion. Deposit growth was achieved despite a $700 million seasonal decline in public funds quarter-over-quarter. As a result of the loan and deposit growth, our loan-to-deposit ratio was 88% at quarter end, down from 92% from the prior quarter. Our capital levels remain strong. Common equity Tier 1 ratio was 10.66% and our tangible common equity ratio was 7.23%. Tangible book value increased to $29.69 a share with retained earnings exceeding the impact of AOCI and a small share repurchase. Unrealized security losses included intangible book value increased to $645 million after tax from $560 million last quarter, driven by higher rates. In a steady interest rate environment, we anticipate roughly $100 million of this will accrete back into capital annually. Loan trends are highlighted on Slide 8. Total, we grew loans by $700 million or 1.4% on a linked-quarter basis. Loan growth was concentrated in the Commercial Bank, where we continue to see opportunities in strategic segments. C&I grew $85 million with an additional $125 million in sponsors. Commercial real estate was up $150 million. Mortgage warehouse grew $235 million, consistent with seasonal trends and residential mortgage grew $140 million. The yield on our portfolio increased 26 basis points. Excluding accretion, the loan yield increased 27 basis points. Floating and periodic loans remained at 60% of total at quarter end. We provide additional detail on deposits on Slide 9. Total deposits of $3.5 million from prior quarter were 6.2%. Growth was primarily driven by interLINK and time deposits. Time deposit growth was driven by $1.9 billion of brokered deposits and $900 million in consumer banking CDs. Roughly half the consumer time deposit growth was from existing clients shifting into higher-yielding products. A quarter was from the balanced increase of existing clients and 1/4 of the growth came from new clients. Commercial deposits grew $700 million when excluding the seasonal decline in public funds. We have started to recapture funds that were diversified across financial institutions earlier this year. We're seeing new opportunities for growth in transactional accounts. Our total deposit costs were up 61 basis points to 172 basis points for a cumulative cycle-to-date total deposit beta of 34%. On Slide 10, we have updated the forward progression of our deposit beta assumptions. We anticipate a total cumulative deposit beta of 40% by the first quarter of 2024, which is up modestly from our prior projection due to client preferences for higher-yielding deposit products. As you can see in the chart on the right, we expect the pace of our deposit cost increase to moderate over the next few quarters. Moving to Slide 11. We highlight our reported to adjusted income statement compared to our adjusted earnings for the prior period. Net interest income was down $11.5 million or 1.9% linked quarter, primarily reflecting increased funding costs. Adjusted noninterest income was up $2 million while expenses remained effectively flat. The net interest margin was 3.35%, down 31 basis points from the prior quarter or 12 basis points from temporary actions to increase our liquidity position. The efficiency ratio was 42%. I'll discuss each major line item on subsequent slides. On Slide 12, we highlight net interest income, which declined $11.5 million in the linked quarter or 1.9%. Net interest margin, excluding accretion, decreased 30 basis points from the prior quarter. Our yield on earning assets, excluding accretion, increased 24 basis points over the prior quarter and the total cost of funds was up 58 basis points. The change in the cost of funds was driven by a mix change in deposits as well as additional liquidity we added early in the quarter. A significant driver for the linked quarter decline in NIM was an increase in the average balance sheet liquidity of $2.6 billion. While this did not impact net interest income it has a 12 basis point impact on our NIM relative to prior quarter. Higher funding costs drove the remainder of the decline in deposit competition increased. On Slide 13, we highlight our non-interest income for the quarter. On an adjusted basis, non-interest income was up $2 million linked quarter. The primary driver was an increased valuation marks on the client hedging activity. Transaction activity tied to commercial clients remained slow in the second quarter, but we're seeing some signs of modest improvement in the coming quarters. The year-over-year decrease was primarily driven by $12 million in lower client hedging activity, $7 million lower loan-related fees, $6 million of lower client deposit fees, and $4 million due to the outsourcing of our consumer investment services platform. Non-interest expense is on Slide 14. We reported adjusted expense of $303 million, in line with the prior quarter. A reduction in professional fees and technology expenses was offset by higher employee benefit expenses and deposit insurance. Slide 15 details components of our allowance for credit losses, which was up $15 million over the prior quarter. After recording $20 million in net charge-offs, we incurred $35 million in provision expense to loan growth, representing $8 million and the remainder due to changes in the macroeconomic forecast. You see our allowance coverage to loans increased slightly to 122 basis points. Slide 16 highlights our key asset quality metrics. On the upper left, non-performing assets increased $35 million from the prior quarter and non-performing loans represent 42 basis points of loans. Non-performing assets remain within the range of the past year and are down $28 million from a year ago. Commercial classified loans as a percent of commercial loans declined to 1.39% or 1.47% as classified loans declined $25 million on an absolute basis. Net charge-offs in the upper right totaled $20 million or 16 basis points of average loans on an annualized basis. Notably, we divested $80 million in commercial real estate loans in the quarter, the vast majority of which were secured by office properties. These divestitures generated $13 million charge-offs. On Slide 17, we continue to maintain strong capital levels. All capital levels remain in excess of regulatory and internal targets. Our Common Equity Tier 1 ratio was 10.66%, and our tangible common equity ratio was 7.23%. Tangible book value increased to $29.69 a share. Including the AFS mark on our securities portfolio, the Common equity Tier 1 ratio would be approximately 9.4% as of June 30. We don't anticipate it will be subject to explicit changes to the regulatory capital requirements but are well prepared for any potential changes as evidenced by our capital ratios inclusive of AOCI and our strong liquidity position. I'll wrap up my comments on Slide 18 with our full-year outlook. We expect to grow loans in the range of 4% to 6% with growth focused in strategic segments. We expect to grow core deposits 8% to 10% and the year-end loan-to-deposit ratio in the mid-80s. We expect net interest income of $2.350 billion, $2.375 billion on a non-FTE basis, excluding accretion. Approximately $25 million in accretion would be added to that net interest income outlook. For those modeling net interest income on an FTE basis, I would add roughly $65 million to the outlook. Our net interest income outlook includes the growth expectations above along with the 25 basis point Fed hike next week. We assume the Fed funds rate will remain flat for the remainder of 2023 at 5.5%. We currently expect NIM to improve by 10 to 15 basis points from the second quarter level to the remainder of the year. Non-interest income should be in the range of $355 million to $365 million. Core expenses are expected to be in the $1.2 billion, $1.225 billion range with an efficiency ratio in the 40% to 42% range. We expect our effective tax rate to be in the range of 22%. We'll continue to be prudent managers of capital. Capital actions will be dependent on the market environment. We continue to target common equity Tier 1 ratio of 10.5%. With that, I'll turn it back over to John for closing remarks.

Thanks a lot, Glenn. I'll wrap up my remarks today with a short update on our integration and strategic path forward. We're approaching an important integration milestone this weekend with the conversion of our core operating systems. As many of you are aware, we took a deliberate and thoughtful approach to the conversion of our core. A tremendous amount of work has gone into this event as our team has been working diligently to accomplish the smoothest experience possible for our clients, while at the same time, maintaining the level of service they have come to expect. We completed 3 mock conversions over the first half of 2023 and have been proactively communicating with clients in recent weeks. We've already enabled our entire ATM network to access a consolidated core and our frontline colleagues have been trained on new systems and the procedures. Several of our back-office systems have already been consolidated, and we're excited to complete this meaningful step from an operational perspective. Post conversion, we'll be able to accelerate our strategic technology plans, and we'll be in a position to realize additional synergies. I want to thank all of our colleagues who are focused on the conversion, whether in a dedicated role or through our continued focus on taking care of our clients across our footprint. We'll continue to invest in and grow products and capabilities as we deliver a superior experience to our clients and we simplify business processes for colleagues and other business partners. As investors and business partners, you'll continue to see the full capability of this company. Webster's earning power, a strong capital and funding profile, differentiated commercial businesses, colleague talent and engagement are all attributes that enable Webster to generate peer-leading returns through a variety of operating environments. We'll utilize our strong operating profile and flexible capital position to continue growing share in our key markets and business segments. Allocating our resources to the highest recurring opportunities to maximize economic profit, all within a disciplined risk management framework. I want to thank you all for joining us today. Operator, with that, Glenn and I will be happy to take questions.

Your first question comes from Christopher McGratty with Keefe, Bruyette & Woods.

Glenn, on the NII, maybe you could talk through the ranges of NII, the range of outcomes. Is it more about the Fed? Is it more about competition? And I guess, what would it take at this point for you to take a different view of NII?

Yes, thanks. So Chris, I think it is primarily driven by increased deposit costs, increased funding costs as a whole. So that's why we adjusted that range down a little bit. The second part of your question was...

I'm sorry, Chris, John. It's a combination of our assumption of federal with one more rate hike and just general deposit competition. As you see, we see NIM expansion coming off this quarter because of the dynamics in our balance sheet, but also because of our floating-rate loan book and the pace at which we think deposit costs will grow, plus we have some good guys coming in the third and fourth quarters with respect to core commercial growth, seasonal growth in lower-cost government deposits. So that's kind of what factors into where we are with obviously the governor being just overall higher deposit and funding costs industry-wide.

Got it. In terms of just regulation, you're comfortably below 100, but obviously, I think the market will expect at some point you'll be there. Can you just talk through the expense angle potentially that you're thinking about? And also how your capital targets may evolve and capital return strategies may evolve?

Yes. Chris, it's a great question. And obviously, we're spending a lot of time thinking about it. I think it's too early to even throw out kind of a wild guess on cost. I think the reality is even if you're at $85 billion, the trickle-down effect of the way you're regulated, you certainly need to begin being prepared. I actually think our infrastructure with respect to stress testing and the way we measure liquidity we've held ourselves to LCR for a long time, even when we didn't have to even premerger. So I think we have the infrastructure to deal with whatever regulations come down. So I think more than internal costs, right? I think the impact would be exactly as you intimated at the end there would be higher capital levels, higher liquidity requirements that would have an economic kind of impact on the bank if we have to hold more liquidity and different types of liquidity and have more capital. But it would be too early to give you kind of our expectations. We're just following it closely. And as I said, I think internally, we have the capabilities, the systems and the people to be able to deal with whatever comes at us as it's phased in over time.

Yes. And the only thing I would add to that, Chris, as you saw in my comments on our Common Equity Tier 1, even if we were to add in the AFS losses, we'd be at like 9.4% from a 10-plus percent, 10.6%. So that would probably be phased in over time.

Okay. And is there any contemplation of a share repurchase given the strength of the balance sheet? Or is it too uncertain on the economy?

No. I think as we go into it, you may have seen, we repurchased $50 million or so of shares to offset grants to employees and colleagues throughout the organization. We certainly have the capability to do it in the second half. I think if we stick to our normal view that I think we're good stewards of capital. So we look at internal opportunities to deploy capital first, we contemplate things like balance sheet restructuring. We look at tuck-in acquisitions for HSA and other things. But if that's not there, and we continue to generate the kind of capital we are and it looks like the credit environment remains stable, you'd see us absolutely looking at share repurchases. But I think it's a matter of time and our view of how stable the ultimate credit environment is as we move through the third and fourth quarters.

Your next question comes from Casey Haire with Jefferies.

Glenn, can you provide insight on the NIM forecast for the second half of the year? When considering the 10 to 15 basis points increase, is that something we can expect immediately? It seems like it could be based on where the borrowings ended for the quarter, but it also appears to be more weighted towards the latter half of the year. Additionally, could you comment on the current deposit costs and interest-bearing deposits?

So, let me address that. You're correct. We are experiencing a return of 12 basis points, which is a result of our balance sheet liquidity and the reduction of balances held at the Fed, which were over 3 billion heading into the second quarter. If we look back 12, we have the other 5 from the loan impact, leading to about 2 basis points in NIM from the variable book and another 3 basis points from the fixed book. So that's a total of 5. The investment portfolio is similar, contributing approximately 3 basis points. Additionally, we expect further positive repricing. I've mentioned that the negative repricing should be about 6 to 7 basis points, which is not as drastic as in the first quarter, and we've seen improvement in the second quarter because we've added some key higher cost products like interLINK and brokerage CDs. You should start to see significant improvement beginning in the third quarter. Regarding the second part of your question, our exit cost for deposits is around 184.

That's total? Or is that interest-bearing?

That's total.

Okay. Regarding the beta assumption of 40% through the first quarter of 2024, if the Fed maintains its position and we experience higher rates for an extended period, could that 40% beta increase? Additionally, what is the beta forecast for the DDA mix, considering it represents 19% of the total deposits?

Our forecast predicts that the Fed will raise rates next week and maintain them at 550 for the remainder of the year. This aligns with the 40% figure you see on the slide. There is typically a delay in how Fed rate increases affect the deposit base, usually taking one or two quarters. This is why we observed some acceleration in the second quarter. Regarding your question about DDA deposits as a percentage of total, at the end of 2022, our combined organization was at 25%. We have seen growth in interLINK and broker deposits, which has expanded the total deposit base. Looking at it over a full year, you can expect that percentage to range from 18.5% to 19% by the fourth quarter. If you exclude interLINK and Broker, the figure would be closer to 20% to 21%.

And Casey, it's John. I think one of your last questions was about our assumptions regarding what happens to beta if the cycle is longer. Our perspective is that it could potentially increase a bit, but we expect that most of it will remain flat and elevated for an extended period, with the majority of the beta and the increase being realized in the first quarter. While there might be a slight upward drift over time, we believe that the overall behavior will be moderate.

Yes. Okay. Got it. That's fair on DDA mix, too, on the interLINK growth. Last one for me, just on the capital management front. Did you guys buy back any shares? The share count was lower, but I didn't see any mention of it. And then just any updated thoughts on appetite for buyback activity going forward?

Yes. Casey, I just mentioned answering McGratty's question that we did about $50 million of share repurchases in the quarter to offset grants to employees. So yes, we did. And I mentioned that we'll have the same sort of disciplined approach. We are generating capital, a good amount of capital obviously, annually, and we're slightly above our CET1 target. So to the extent we don't have internal opportunities to deploy capital or a really compelling balance sheet restructuring, we would look as long as there weren't signs of significant credit deterioration, we would look to deploy some level of capital and share repurchases as we look to the second half of the year.

Your next question comes from Matthew Breese with Stephens Inc.

Maybe to start, could you just give us some idea of what incremental loan yields are today and assuming they're higher, how has that impacted originations and pipeline on a month-to-month basis?

Yes. It's a complex question. While we get the yields, let me start with credit spreads could be an interesting way to start. So there's no question that I think us like most of the industry are being kind of more demanding and more disciplined in terms of where we're generating loans and how we're generating loans. We have seen increases in credit spreads. So if you think of, obviously, the reference rates and SOFR and prime continue to move up. But we're also seeing a level of expansion. I was talking to the team yesterday in kind of construction-related CRE, you can get 75 basis points plus with respect to additional credit spread from pre-March on other sort of more traditional and predictable CRE outside of office, which obviously people aren't doing. It's more like 50 basis points. And then on C&I, the teams seeing kind of 25 to 50 basis point expansion in credit spreads. So take those credit spreads over the expanding reference rates, and Glenn can give you the yields.

Yes. So Matt, the yields on both the quarter-to-date and for the month of June were sort of mid-7s right? So obviously, that's going to be driven by mix and product mix. But generally, when we look at the quarter and you look at the months, it's in the mid-7s.

Great. And then I was curious on the $80 million in office loans that you divested. I'm just curious how that process went? How liquid was the market for office loan buyers? What kind of comfort does that give you on potential loss content on the rest of the office book? And is there any more you're looking to do there?

Yes, it's a great question again. And there's not a way to give a kind of definitive quantitative answer. I think we've clearly seen, and as you've seen, I'm really proud of the team. We've reduced office exposure by 25% over the last 4 quarters with really minimal hit to capital and minimal credit loss. There is no question that the amount of liquidity and the eagerness of purchasers in the market for loans is it's more expensive now than it was 4 quarters ago, just given kind of people's view of the market. There still is a lot of liquidity, a lot of private capital, as you know, out there. And so that is encouraging to us in terms of our ability, if we picked good pieces of property to finance at the end of the day, if there's alternative uses for those properties or even if there's been a valuation decline, but there's still clearly equity in the property, we've been able to find buyers. This last quarter, we said that $80 million represented roughly 50% to 60% of our charge-offs in the quarter but we think, obviously, with respect to non-critical and strategic office properties, that's the right move now. So it's getting more expensive. I think we'll continue to be proactive. We feel really good about the fact that we've paired the portfolio thoughtfully, and it's now down to below $1.3 billion non-medical office, but there are buyers of this real estate at a reasonable price still out there, although it's obviously getting more expensive to execute on kind of balance sheet moves like that.

Great. And then last one for me. In late June, there were some joint interagency guidance from the FDIC, the Fed, the OCC on prudent commercial real estate loan accommodations and workouts, and I would like your perspective on how this plays out practically? What does it look like in terms of how you help customers or how you can help customers? What are the expected tools that can be used? And how will these accommodations and workouts be disclosed if and when they occur?

Yes, another loaded question that I don't know I can answer with specificity, but I'll give you my perspective. During, obviously, and I'm not going to go back to a history lesson. But in the early '90s, obviously, the regulators with respect to real estate really killed the banking market and accelerated, and we were very prescriptive with respect to the way they looked at restructuring during the great financial crisis, when I was Chief Credit Officer here, I thought they were very constructive in terms of making sure that as long as you were realistic with respect to the return you were getting on the loans that they knew it was in everyone's best interest to modify. And we're seeing that general tone and tenor, I think, from the regulators, again, which will be constructive. So my view is, and in our view at least internally in the bank is you don't want to artificially kick the can forward if there's not a reasonable credit to be renewed. And I think the regulators are still going to hold us accountable to making sure that we're taking appropriate losses. We're recognizing non-accrual loans and that we're not able to modify things artificially that really aren't good loans. But so far, we've been able to work with our sponsors and real estate owners and either get a little bit of additional proceeds. And in consideration, we underwrite a slightly higher LTV. The cap rates have changed the value and so far, Matt, we've seen a kind of a constructive stance and I think from our vantage point, that's really helpful, but it also doesn't give us the opportunity to sort of artificially pick forward alone that really shouldn't be kicked forward. And I think that's the way the analysts and the investors will see it in that if you don't have enough cash flow to service your loan, you're going to have to take appropriate action and classify and risk rate the loan appropriately. If you've got cash flowing loans, but it's just going to take longer to repay or you've got a higher LTV, I think we're going to have some flexibility in being able to work with the borrowers to a good outcome.

Great. I appreciate it. I'll leave it there.

Your next question comes from Brody Preston with UBS.

I did want to follow up, maybe just on the office line of questioning. So we saw another bank that just reported they sold their medical office portfolio, and it was only like a 2.5% mark. I think maybe it was a bit non-core for them. But I guess could you maybe speak to the puts and takes between maybe keeping even medical office around? Is that a core kind of product for you? Do you have deposits tied to those borrowers? Is that something where as you just evaluate your overall office exposure, even if it's something like medical office, you might look to kind of exit it now as opposed to waiting later down the road?

Yes. Specifically to medical office, I don't think so. It's such a different animal. Right now, it's still really strong. Vacancies are low, rates have held. And so our portfolio is not particularly big. And right now, it's a profitable business and oftentimes, and most of the time, we have ancillary revenue either coming from deposit liquidity or fees or other cash management products. So I don't think that's in our strategic wheelhouse right now. And I don't think we feel from a credit perspective, it's something we need to do.

Got it. Okay. I did want to just ask on the available-for-sale portfolio. And I'm sorry if I missed it in the deck, but do you happen to have what the effective duration of that portfolio is? And then could you tell me what the assumed conditional prepayment rate you're using in the duration calculus?

Sure. So the duration is 3.8 years, and the CPR, we're using it in the high single digits.

Got it. Okay. And then I just want to ask just the credit seems to be holding up really well, but it seems like last quarter across the industry, there were a couple of one-offs this quarter across the industry. There's a couple more one-offs. And there's some kind of indication that maybe especially in the middle market, maybe you're starting to see some pressure on borrower balance sheets. How are your conversations with borrowers, particularly in middle-market evolving today? And how are they handling higher interest rates? And what are some of the key areas of pressure that they're identifying?

Yes. Again, I'll try and be brief but give you some insights. I think you're right. I think everybody is surprised that credit held on so strongly. And you look at our metrics, we're not seeing correlated risk across portfolios. We're being proactive and obviously, in office, just given the secular dynamics there. I think from a risk rating perspective, if you look across the industry, that was kind of stable, I think probably now the bias is to the downside. So although, as you said, it's really only resulted in kind of one-offs from a loss perspective. I think most folks in the industry expect there to be a little more bumpiness as we go forward in the next several quarters. And it probably is, to your point, the cumulative impact of debt service, higher interest rates, higher input costs, inflationary pressures on wage and other input costs into businesses. So we hear it's funny. What we hear mostly from our clients is the same thing, it's about they feel good about demand. They feel good about their customers' confidence, they're still having trouble finding people to either work in their plants or to work on their counter of their service company but no doubt that higher costs, input costs and higher interest rates put more pressure on them, but we're not seeing much capitulation, Brody. And as I said, if you look across all of our different sectors and our geographies which we do all the time to look for any sort of correlated performance behaviors or risk we're not really seeing anything right now. And our charge-offs this quarter at 16 basis points are actually 3 basis points below our 5-year average charge-off rate pre-pandemic, and 60% of those were on proactive office sales. So it certainly hasn't shown yet through a lot of the statistics.

Got it. Okay. And then one last one for me. And again, I apologize if I missed it. I was hopping from another call. Just on the fee income, I know it's not a huge driver revenue at this point. But I guess, Glenn, what would cause you to kind of be at the high end or the low end of the guidance? And I think the last time we talked, we had spoken maybe about commercial swap activity picking up a little bit in the back half of the year. Do you still feel like that's a possibility?

Yes. I mean, we do see some modest increase in activity. We're forecasting some modest increase in the second back half of the year. But that's all within our guide range as well.

Your next question comes from Mark Fitzgibbon with Piper Sandler.

John, I heard your comments on credit, and I know this is relatively small dollars, but you had about a $23 million uptick in commercial non-mortgage non-accruals this quarter. And it looked like 30 to 89-day delinquencies in that bucket also went up. Is there anything unique to that bucket or any particular industry that's being challenged?

No. The delinquencies are mostly administrative. I would say that the two, one was a non-office CRE and one was a C&I loan. We had a couple of credits that led to that. They were really kind of one-off. I was talking with Jason Soto, Chief Credit Officer, who said, you try and look for dynamics there, and it really was more idiosyncratic management missteps. So it happens inflows and outflows, and we work at it proactively. But I again, I haven't seen anything there that leads that there's a parade of issues behind either of those credits.

Okay. Given what you see today on credit and loan growth, how should we think about provisioning levels for the second half of the year?

Yes, Glenn can provide insights from a technical CECL perspective. We believe we are quite conservative with a strong CECL coverage ratio, placing us in the top decile among our peer group. We are mindful of the uncertainties in the macro market, which often stem from the dynamics of risk ratings. Proactively managing troubled credits certainly aids in future postings. Personally, I prefer to maintain a strong coverage ratio, but it will ultimately depend on credit performance, risk migration, and our proactive measures to resolve, remedy, achieve payoffs, or sell criticized and classified assets. I would suggest staying the course, observing our actions, and considering portfolio movements, which will likely reflect similar levels to what we've experienced in recent quarters.

Okay. And then lastly, should we expect merger charges from Sterling to wrap up in the third quarter, post systems conversion? Will they be done and behind at that point?

Yes Mark, you expect it to wrap up in the fourth quarter. But you've seen it trending down. So yes.

Your next question comes from Manan Gosalia with Morgan Stanley.

I get this question a lot, and I wanted to see how you answer it. What do you make of the argument that if rates stay higher for even longer, the difference in peak deposit betas between banks should narrow, and banks that have lower betas like yourselves will see a larger increase in deposit rates than some of your peers that already have higher betas?

I think it will depend on by bank. It depends on the composition. And for us, as you know, we have HSA, which basically has a through-the-cycle beta of 2% and so that's a differentiator for us. If you look at our other lines of businesses between the commercial and the consumer business, those both have different betas as well. So I think a lot of that our commercial betas, I think 34%, our consumer betas 22%. So I think a lot of that will be driven by the mixed shift and the funding profile from each of the institution.

Yes. Manan, my view would be similar. It's kind of an interesting question you asked because you could think about that as kind of everybody kind of a reversion to the mean. But I do think, as Glenn said, it really ultimately is about your deposit mix and your ability. You saw us drive growth in higher cost deposits in the quarter for a number of strategic reasons; we have expected growth in the second half of the year in our core commercial franchise in our consumer book in our business banking book in our government operating deposit book. So those will be things that should help us mitigate some of the impact of overall higher deposit costs around. So I think you can't make the assumption that everybody ends up in the same place if we're in this situation for a long period of time.

Very helpful. And did you say 2% through-the-cycle deposit beta on HSA deposits?

Yes, I did. For the quarter, our cycle-to-date beta was 34% of our deposits. However, if we break it down, the HSA cycle-to-date has been 2%, consumer has been 22%, and commercial is at 34%. The variation comes from the higher beta products we introduced in the second quarter, such as interLINK and brokered CDs. This explains how we arrive at that overall figure. There are also differences among the portfolios and the product sets.

And is there any environment in which competitive factors push up the beta on those HSA deposits?

It's intriguing to note that customers actively seeking yield in our products transition into investors by reallocating their funds into investment options. Considering our 3 million HSA accounts, about 75% of these customers tend to spend, maintaining relatively low balances of around $450. In contrast, savers typically hold larger balances of $6,000 or $7,000. Once their balances increase, they often become investors. Investors usually exhibit lower demand for DDA savings balances but possess higher investment balances. However, those transitioning from the savings category to investors generally have balances around $5,000 or more, significantly higher than those of spenders. As mentioned, 75% of our customers fall into the spender category.

Your next question comes from Steven Alexopoulos with JPMorgan.

I wanted to start. So first, a follow-up on the comments around the positive trajectory for NII for the rest of this year. What are you guys assuming in terms of additional noninterest-bearing outflows in that assumption?

So I think on an absolute basis, we're in the quarter on noninterest-bearing 113, 114 and that will as a flow. I mean, like John said, we have some municipal funds that have come into additional transactional funds that come in. So I think we'll probably end the year within that range given the puts and takes to you.

Got it. Okay. So pretty flat from here. Okay. I'm curious on the deposit competition side, it seems like most banks were building liquidity this quarter and it's really played out, right? We're not seeing that as much for 3Q, so when you look at the competitive environment, is it easing a bit here in the third quarter?

I don't believe the competition is letting up. It might be due to the Fed pausing after a significant increase. Those sensitive to rates and banks in need of additional liquidity created a challenging situation in the second quarter. While I think the pressure on deposit pricing may ease, I wouldn't say the competition for deposits is lessening. This is likely why we're observing that most industry players expect the rise in deposit costs to stabilize but persist, as we all recognize that deposits are extremely valuable. We are aiming to strengthen our relationships rather than just pursuing deposits based on rates. So while competition remains robust, I think the pressure on pricing is starting to moderate.

And then finally, on the regulatory front. So your period-end assets are almost $75 billion, right? We're all waiting for the new regulations for banks above $100 billion. And I know we need to wait for the details. But John, what's your messaging internally at this point to the team? Are you looking at this saying, 'Okay, we're close enough, whatever comes out, we're going to work to comply with it now.' Do you feel like you have the time to comply with what comes out, like how are you viewing it at this stage?

It's a good question. I want to reiterate some points I've mentioned before and perhaps elaborate a bit. I'm quite pleased with our risk infrastructure, and our regulatory relationships are currently strong, which has always been a priority for me and the team. As I previously mentioned, we've already complied with the Liquidity Coverage Ratio. We conduct internal stress tests even though we're not required to disclose them externally. With the recent merger boosting us over $50 billion, we're on the right track to meet heightened standards. We have built our infrastructure to ensure continued compliance and successful execution under any regulatory framework. Regarding concerns about additional costs, I feel confident in our position from a personnel, process, and system standpoint. The main concern will be the actual capital and liquidity requirements as we progress. As we move from $75 billion to $80 billion to $85 billion, we will certainly need to comply and be prepared for any new regulations. We will take the time needed to properly implement these regulations without rushing, ensuring we meet all compliance requirements. I don't anticipate being caught off guard or significantly slowed down. If additional capital and liquidity requirements arise, we will manage those, and everyone in our industry will face similar challenges. I believe we will have the necessary time to ensure we implement whatever is required. My message to the team is to continue our current efforts, meet all heightened standards as an institution over $50 billion, and prepare for the future regarding our internal systems and risk management processes. I'm feeling very positive about our situation.

Your next question comes from Daniel Tamayo with Raymond James.

Multiple questions have been asked and answered at this point. But it's just one more follow-up on the fee income side, and I apologize if I missed this, my call cutout for a second there. But just curious, what your expectations are? And obviously, the guidance came down. But in terms of a rebound long term, I mean, what does it take to get back to where you were? And then how does that impact the expense side as well?

Yes. I'll provide an overview, and then Glenn can share more details. We are a robust commercial bank with strong relationships, allowing us to cross-sell various products. This has significantly boosted our non-interest income through our commercial banking connections. The higher non-interest income we saw last year came from swap fees, syndication fees, loan fees, equity tags, and investment realizations from our Sponsor & Specialty Group. However, given the current market conditions and rising interest rates, there has been a downturn in swap business across the industry. Specifically, in our commercial real estate and Sponsor & Specialty sectors, we've experienced a slowdown in capital markets fees since March. I mention this because these factors will influence our performance as we anticipate returning to a more normalized environment, likely in the fourth quarter or first quarter of next year. We have taken a conservative approach in our forecasts and guidance. Moving forward, we expect to see a resurgence in our ancillary treasury management fees, FX fees, swap fees, and capital markets fees. This will be an immediate driver for us. As a management team, we are also committed to increasing the proportion of our revenue from fee-generating services over time, which is a key part of our strategy.

Terrific. And that's all I had. Thanks for the color.

Your next question comes from Bernard Von Gizycki with Deutsche Bank.

My first question is about the $120 million in cost savings associated with the Sterling conversion, which is expected to be completed by this weekend. You mentioned that several back-office systems have already been consolidated, and I believe that speeding up your technology plans will create additional synergies. Can you clarify whether some of these cost savings will take effect this year or if they are expected to be fully realized in 2024? Is the $120 million estimate for cost savings still accurate?

Yes, that's a great question. Let me give you some perspective. When we announced the transaction, we estimated about a 10% synergy and cost savings based on our combined run rate. This included reductions in full-time employees, optimizing our office and corporate real estate, and addressing overlapping vendor contracts. Additionally, as you mentioned, there will be back-office efficiencies and synergies, along with the consolidation of call centers and some branches as part of the post-conversion process. However, the conversion has been delayed by 15 to 18 months, which affects the timing of realizing those savings. It's also important to note that when we discussed cost synergies, we did not account for the 6% to 7% wage inflation or the acquisitions of Bend in HSA and interLINK, as well as about $25 million in higher FDIC costs and other inflationary challenges. We expect to see some of these opportunities materialize in 2024 as we proceed with the conversion, consolidate call centers, and enhance back-office synergies after retiring some of the subledgers. The remaining cost savings we are talking about probably won't have a significant impact on 2023. Nonetheless, we have managed to keep our core non-interest expense flat compared to the previous period, which is contrary to industry trends. The synergies from merging these two banks have helped us maintain an efficiency ratio in the low 40% range, even as expenses continue to rise. Overall, we've realized about 75% of our $120 million cost savings target, although some of that has been offset by additional investments and acquisitions. We do anticipate opportunities for greater efficiency in the latter half of 2023, which will improve our run rate in 2024. As we've stated from the beginning, this is fundamentally a growth story, and we will continue to invest in our distinct business models. Based on what Jack and I said nearly three years ago at the announcement, we aimed for a high-teens return on average tangible common equity and a return on assets above 1.4%, along with an efficiency ratio in the 40% to 45% range. We achieved those figures at the end of 2022 and again this morning, and we expect to meet those targets once more by December 31 for the full year. We believe we are delivering solid financial results and being one of the most efficient banks in our peer group contributes to that success.

Great. Maybe just as one question on deposits. The interLINK balances reached $4.3 billion, which is over 2 quarters. I believe that's versus your target of about $5 billion. So I'm just kind of curious, is that still your target? Can you pull further into that? I think on the call earlier, you mentioned seeing some new opportunities for growth in transactional accounts. Maybe you could just give a little color on where you see the deposit, like where growth will come maybe in the second half of the year?

Yes, that's a great question. At the end of the period, interLINK was just under $2.9 billion in the first quarter, and we are currently at $4.2 billion. I expect the growth in that will moderate over the next few quarters, likely in the range of $100 to $150 million, but definitely not at the same level of increase that we saw in the second quarter. Our target is still between $5 billion to $6 billion. I anticipate that by the fourth quarter, we will be at or slightly below that starting point.

Your next question comes from Jared Shaw with Wells Fargo Securities.

I think most of the questions were answered. But as you look at the loan yields, you talked about better spreads. Do you think that that can still move higher as we go through the year, if the Fed moves as expected?

Yes, we do expect that if there is another rate increase, the reference rates will rise slightly. From a credit spread perspective, my base case is that we will see improvements. The dynamics are quite interesting; people are choosing to invest in different sectors and asset classes. Loan demand is somewhat unpredictable, showing slower activity in several areas, though we anticipate decent demand in the latter half of the year. Therefore, we and the rest of the industry will remain cautious about deploying capital, ensuring we are compensated for risk. I anticipate that credit spreads and the overall structure from a bank's and lender's viewpoint will continue to see modest improvements as we approach the second half of the year.

Yes. The only thing I would add to that, Jared, is 60% of our book is floating or periodic. And so I think in the quarter, we ended like a 606 yield on the book. And so as you look out, again, we're assuming 25 basis points of the Fed next week. So you're probably adding a couple of basis points in the third quarter, a couple in the fourth quarter on the long year for the total loan, CRE.

There are no further questions at this time. I will now turn the call back to John Ciulla.

Thank you very much for joining us today. We appreciate your continued coverage and interest in the company. Thank you.

This concludes today's conference call. You may now disconnect.