What changed in this filing

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Item 1A. Risk Factors

2023-02-28 compared with 2022-03-01 · 58 added, 115 removed, 280 unchanged (38% of the section changed)

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Model risk refers to the possibility of unintended business outcomes arising from the design, implementation or use of models.

The novel coronavirus (“COVID-19”) pandemic and the impact of actions to mitigate the spread of the virus has adversely affected our business, financial condition and results of operations and may to continue to do so.

Over the course of the COVID-19 pandemic, federal, state and local governments enacted various restrictions and policies in an attempt to limit the spread of COVID-19.

Such measures have disrupted economic activity and contributed to job losses and reductions in consumer and business spending.

In response to the economic and financial effects of COVID-19, the Federal Reserve reduced interest rates through 2020 and 2021 and instituted quantitative easing measures as well as domestic and global capital market support programs although the Federal Reserve has suggested that it may take steps to raise interest rates in 2022.

In addition, federal, state and local governments have taken measures to address the economic and social consequences of the pandemic, including the passage of the CARES Act.

The CARES Act, among other things, provides certain measures to support individuals and businesses in maintaining solvency through monetary relief, including in the form of financing, loan forgiveness and automatic forbearance.

In 2021, the pandemic continued to evolve with the rapid spread of the Omicron variant.

The uncertainty regarding the duration of the pandemic and the resulting economic disruption contributed to a slowdown in economic growth and business generally and continues to contribute to increased market volatility and a significant decrease in consumer confidence, compounded by unfavorable economic trends such as increased unemployment levels, inflation, and supply chain issues.

The continuation of these conditions, including whether due to a resurgence or additional waves of COVID-19 infections or variants thereof, particularly as the geographic areas in which we operate, how quickly and to what extent normal economic and operating conditions can resume and continue, and the potential waning of vaccine effectiveness or effects of low vaccination rates, has adversely affected our results of operations and financial condition, and have and may further adversely impact our businesses and results of operations and the operations of our borrowers, customers and business partners.

In particular, these events have had, and/or can be expected to continue to have, the following effects, among other things:

• impair the ability of borrowers to repay outstanding loans or other obligations, resulting in increases in delinquencies and modifications to loans;

• impair the value of collateral securing loans;

• impair the value of our assets, including our securities portfolio, goodwill and intangible assets;

• require an increase in our allowance for credit losses;

• adversely affect the stability of our deposit base or otherwise impair our liquidity;

• reduce our revenues from fee-based services, including wealth management and the demand for our products and services;

• negatively impact our self-insurance healthcare costs;

• result in increased compliance risk as we become subject to new regulatory and other requirements, related to programs in which we participate;

• impair the ability of loan guarantors to honor commitments;

• negatively impact our regulatory capital ratios;

• present increased operational risks to our business practices with part of our workforce and third-party service providers who perform critical services for us working remotely and at risk of missing work;

• increase cyber and payment fraud risk and other operational risks, given increased online and remote activity, which may adversely affect the realization of the anticipated benefits of our Delivery Transformation initiative.

Prolonged or renewed measures by health or other governmental authorities encouraging or requiring significant restrictions on travel, assembly or other core business practices could further harm our business and those of our customers, in particular our small to medium sized business customers.

Although we have business continuity plans and other safeguards in place, they may not be effective.

Our loan portfolio includes loans that are in forbearance but which are not classified as TDRs because they were current at the time forbearance began.

When the forbearance periods end, we may be required to classify a substantial portion of these loans as problem loans.

Our results of operations have been adversely affected by the factors described above.

For example, for the year ended December 31, 2020 these factors caused a substantial increase in our provision for credit losses and the amount of our problem loans.

While the ultimate impact of these factors over the longer term is uncertain and we do not yet know the full extent of the impacts on our business, our operations or the global economy as a whole, nor the pace of economic recovery when the COVID-19 pandemic subsides, the decline in economic conditions generally and a prolonged negative impact on small to medium sized businesses, in particular, due to COVID-19 may result in an adverse effect on our business, financial condition and results of operations in future periods.

Difficult market conditions and unfavorable economic trends could adversely affect our industry and our business.

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economy and housing markets.

Unfavorable economic trends, sustained high unemployment, and declines in real estate values can cause a reduction in the availability of commercial credit and can negatively impact the credit performance of commercial and consumer loans, resulting in increased write-downs.

Unfavorable economic trends, sustained high unemployment, high costs of living, and declines in real estate values can cause a reduction in the availability of commercial credit and can negatively impact the credit performance of commercial and consumer loans, resulting in increased write-downs.

These negative trends can cause economic pressure on consumers and businesses and diminish confidence in the financial markets, which may adversely affect our business, financial condition, results of operations and ability to access capital.

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• An increase in the number of customers unable to repay their loans in accordance with the original terms, which could result in a higher level of loan and lease losses and provision for loan and lease losses;

• Decreases in customer deposits;

• Impaired ability to assess the creditworthiness of customers as the models and approaches we use to select, manage and underwrite our customers become less predictive of future performance;

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• Increases in foreclosures, delinquencies and customer bankruptcies, as well as more restricted access to commercial credit;

• Decreases in our Wealth Management segment's AUM portfolios as a result of, among other things, decreases in market value from investment performance losses;

• Decreases in our Wealth Management segment's AUM portfolios as a result of, among other things, decreases in market value from investment performance losses and customers' increased financial needs;

• Downward pressure on our stock price or an impaired ability to access the capital markets or otherwise obtain needed funding on attractive terms or at all;

• Changes in the regulatory environment, including regulations promulgated or to be promulgated under federal banking legislation or other new regulations, and changes in accounting standards, could influence recognition of loan and lease losses and our allowance for credit losses, and could result in earlier recognition of loan losses and decreases in capital;

• Increased competition due to intensified consolidation of the financial services industry.

• Increased competition due to intensified consolidation of the financial services industry and competition from non-banks.

Changes in interest rates and other factors beyond our control could have an adverse impact on our earnings.

Over the past several years, our earnings have been, and continue to be, significantly impacted by substantial [and rapid] fluctuations in the interest rate environment.

In response to the economic and financial effects of the novel coronavirus (COVID-19) pandemic, the Federal Reserve initially reduced interest rates through 2020 and 2021 and instituted quantitative easing measures as well as domestic and global capital market support programs.

In 2022, to curb rising inflation, the Federal Reserve increased the target Federal Funds rate−the interest rate that banks charge each other for overnight lending in order to help maintain the reserve requirements of the Federal Reserve−to a range between 4.25% and 4.5% as of December 2022 and enacted policies to achieve that target range.

As the increases in the target Federal Funds rate resulted in increased costs of operating a financial institution, the costs of borrowing increased while the availability of credit and the favorable credit terms available under the Federal Reserve’s 2020 and 2021 policies generally decreased.

Our operating income and net income depend to a significant extent on our net interest margin, which is the difference between the interest yields we receive on loans, securities and other interest-earning assets and the interest rates we pay on interest-bearing deposits and other liabilities.

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Similarly, when interest-earning assets mature or reprice more quickly than interest-bearing liabilities, falling interest rates could reduce net interest income.

These rates are highly sensitive to many factors beyond our control, including competition, general economic conditions and monetary and fiscal policies of various governmental regulatory agencies, including the Federal Reserve.

We seek to manage our risk from changes in market interest rates by adjusting the rates, maturity, repricing, and balances of our different types of interest-earning assets and interest-bearing liabilities, but these interest rate risk management techniques are not capable of eliminating such risks and they may not be as effective as we intend.

A rapid increase or decrease in interest rates could have an adverse effect on our net interest margin and results of operations.

In particular, rapid increases or decreases in interest rates could have unusually adverse effects on our net interest margin, including the impact of deposit betas, and results of operations to the extent our interest rate risk management techniques are insufficient to mitigate these risks in a timely manner.

The results of our interest rate sensitivity simulation models depend upon a number of assumptions which may prove to be inaccurate.

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Increases in prepayments on our portfolio will cause our premium amortization to accelerate, lowering the yield on such assets.

If this happens, we could experience a decrease in interest income, which may negatively impact our results of operations and financial position.

If this happens, we could experience a decrease in interest income, which may negatively impact our results of operations and financial condition.

Future changes in interest rates may reduce the market value of our investment securities.

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Defaults by, or even rumors or questions about, one or more financial services institutions, or the financial services industry generally, have led to market-wide liquidity problems and could lead to losses or defaults by us or by other institutions and damage to our reputation by association.

Such events could adversely affect our results of operations.

Such events could adversely affect our business, results of operations, or financial condition.

The financial services industry and our market area are highly competitive.

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The financial services industry continues to consolidate due to the benefits of operating at a larger scale and is undergoing rapid technological development that may require us to further develop and invest in our digital capabilities.

This competition can affect the pricing for our products and services and if the Company cannot compete effectively, we may lose market share and income resulting in an adverse effect on our earnings, results of operations and financial position.

This competition can affect the pricing for our products and services and if the Company cannot compete effectively, we may lose market share and income resulting in an adverse effect on our business, results of operations and financial condition.

Significant increases of nonperforming assets, or greater than anticipated costs to resolve these credits, can have an adverse effect on our earnings.

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Any significant failure to pay or late payments by our customers would adversely affect our earnings.

The increased credit risk associated with these types of loans is a result of several factors, including the concentration of principal in a limited number of loans and borrowers, the larger size of loan balances, and the potential that adverse changes in general economic conditions can adversely affect income-producing properties.

The increased credit risk associated with these types of loans is a result of several factors, including the concentration of principal in a limited number of loans and borrowers, the larger size of loan balances, and the potential that changes in general economic and working conditions can adversely affect income-producing properties, such as reduced office usage as a result of remote work policies.

A portion of our commercial mortgage, construction and land development and commercial and industrial loan portfolios includes a balloon payment feature.

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Local economic conditions have a significant impact on the ability of borrowers to repay loans as well as our ability to originate new loans.

In addition, weakening in general economic conditions such as inflation, recession, unemployment, natural disasters or other factors beyond our control could negatively affect demand for loans, the performance of our borrowers and our financial results.

In addition, weakening in general economic conditions such as inflation, stagflation, increased costs-of-living, recession, unemployment, natural disasters or other factors beyond our control could negatively affect demand for loans, the performance of our borrowers and our financial results.

If our allowance for credit losses is not sufficient to cover actual loan and lease losses, our earnings will decrease.

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Failure to appropriately comply with any such laws, regulations or regulatory policies could result in sanctions by regulatory agencies, civil money penalties or damage to our reputation, all of which could adversely affect our business, results of operations, financial condition or prospects.

A government shutdown or understaffing at the Federal Reserve, the OCC and/or the CFPB could result in unforeseen delays in our ability to receive approval for certain transactions or deal with other regulatory issues.

Such a delay could adversely affect our business, results of operations, or financial condition.

We are subject to changes in federal and state banking statutes, regulations and governmental policies, and their interpretation or implementation.

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These laws and regulations also provide that we are ultimately responsible to ensure our third party vendors adhere to the same laws and regulations.

In addition to other bank regulatory agencies, FinCEN is authorized to impose significant civil money penalties for violations of those requirements and has recently engaged in coordinated enforcement efforts with the state and federal banking regulators, as well as the U.S.

In addition to other bank regulatory agencies, FinCEN is authorized to impose significant civil money penalties for violations of those requirements and has engaged in coordinated enforcement efforts with the state and federal banking regulators, as well as the U.S.

Department of Justice, CFPB, Drug Enforcement Administration, and Internal Revenue Service.

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If our policies, procedures and systems or those of our third party vendors are deemed deficient, we would be subject to liability, including fines and regulatory actions, which may include restrictions on our ability to pay dividends and the necessity to obtain regulatory approvals to proceed with certain aspects of our business plan, including any acquisition plans.

Any of these results could have an adverse effect on our business, financial condition, results of operations and future prospects.

Any of these results could have an adverse effect on our business, financial condition, results of operations and prospects.

We are subject to numerous laws designed to protect consumers and promote community investment, including fair lending laws and the Community Reinvestment Act.

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Private parties may also have the ability to challenge our performance under fair lending laws in private class action litigation.

Such actions could have an adverse effect on our business, financial condition, results of operations and future prospects.

Such actions could have an adverse effect on our business, financial condition, results of operations and prospects.

The Community Reinvestment Act imposes community investment obligations on insured depository institutions.

If the Bank does not perform satisfactorily under the Community Reinvestment Act, as determined by the OCC, the Company and the Bank could be restricted in their ability to expand through mergers, acquisitions, and the establishment of branches.

The fiscal, monetary and regulatory policies of the federal government and its agencies could have an adverse effect on our results of operations.

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LIBOR settings through mid-2023.

We expect that the capital and debt markets will cease to use LIBOR as a benchmark, but we cannot predict whether LIBOR will actually cease to be available after its current expiration dates, whether the Secured Overnight Funding Rate (SOFR) will become the market benchmark in its place or what impact such a transition may have on our business, results of operations and financial condition.

We expect that the capital and debt markets will cease to use LIBOR as a benchmark, but we cannot predict whether LIBOR will actually cease to be available after its current expiration dates, whether the Secured Overnight Financing Rate (SOFR) will become the market benchmark in its place or what impact such a transition may have on our business, results of operations and financial condition.

The selection of SOFR as the alternative reference rate for these products currently presents certain market concerns because SOFR (unlike LIBOR) does not have an inherent term structure or credit risk component.

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Failure to comply with these standards, adequately manage these risks or manage the differing interests often involved in the exercise of fiduciary responsibilities could also result in liability.

WSFS and WSFS Bank have over $10 billion in total consolidated assets, which leads to increased regulatory scrutiny.

Banking and thrift organizations with $10 billion or more in assets are subject to debit card interchange fee restrictions set forth in section 1075 of the Dodd-Frank Act, known as the Durbin Amendment, and implemented by regulations of the Federal Reserve.

These provisions cap the maximum debit interchange fee that an issuer may receive per transaction at the sum of 21 cents plus five basis points.

An issuer that adopts certain fraud prevention procedures may charge an additional one cent per transaction.

The Bank became subject to the interchange restrictions of the Durbin Amendment on July 1, 2020.

Additionally, an insured depository institution with $10 billion or more in total assets is subject to supervision, examination, and enforcement with respect to consumer protection laws by the CFPB.

WSFS Bank became subject to CFPB supervision, examination, and enforcement at the beginning of the first quarter of 2020.

Other regulatory requirements apply, to insured depository institution holding companies and insured depository institutions with $10 billion or more in total consolidated assets.

Congress and/or regulatory agencies may impose new requirements or surcharges on such institutions in the future.

The Economic Growth, Regulatory Relief, and Consumer Protection Act included provisions that relieve banking organizations with less than $10 billion in total consolidated assets (and that satisfy certain other conditions) from risk-based capital requirements, restrictions on proprietary trading and investment and sponsorship in hedge funds and private equity funds known as the Volcker Rule, and certain other regulatory requirements.

By exceeding $10 billion in total consolidated assets, WSFS and WSFS Bank do not qualify for any of this relief.

The CFPB has reshaped consumer financial regulations through rulemaking and enforcement of prohibitions against unfair, deceptive or abusive business acts or practices.

Compliance with any such change may impact the manner in which WSFS and WSFS Bank offer consumer financial products or services, and our results of operations.

As an insured depository institution with $10 billion or more in total assets, WSFS Bank is subject to supervision, examination, and enforcement with respect to consumer protection laws by the CFPB.

The CFPB has broad authority to administer and carry out provisions of the Dodd-Frank Act with respect to the Company's consumer financial products and services and may impose requirements more onerous than those of other bank regulatory agencies.

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As part of its rulemaking and enforcement activities, the CFPB has adopted interpretations of consumer protection laws that have required many market participants to change their practices and expend substantial resources to do so.

In 2022, the CFPB has utilized their supervisory and enforcement powers to pursue abusive acts in several industries, including automobile loan servicing, credit card account management, debt collection, the operation of ATMs, mortgage origination, depository account management, and consumer reporting among others.

There continues to be uncertainty as to how CFPB's strategies and priorities will impact the Company's business and operations.

Any changes by the CFPB in regulatory expectations, interpretations or practices could increase the risk of additional enforcement actions, fines and penalties, which could have an adverse impact to the Company's business and results of operations.

As a lender that participated in the SBA’s Paycheck Protection Program (PPP), the Company is subject to added risks, including credit, fraud, and litigation risks.

As a lender that participated in the PPP, we face increased risks, particularly in terms of credit, fraud and litigation risks.

The PPP opened to borrower applications shortly after the enactment of its authorizing legislation, and, as a result, there was some ambiguity in the laws, rules and guidance regarding the program’s operation.

Subsequent rounds of legislation and associated agency guidance did not provide the needed clarity and in certain instances potentially created additional inconsistencies and ambiguities.

Accordingly, the Company is exposed to risks relating to compliance with PPP requirements, including the risk of becoming the subject of governmental investigations, enforcement actions, private litigation, and negative publicity.

We have additional credit risk with respect to PPP loans if a determination is made by the SBA that there is a deficiency in the manner in which the loan was originated, funded or serviced, such as an issue with the eligibility of a borrower to receive a PPP loan, which may or may not be related to the ambiguity in the laws, rules and guidance regarding the operation of the PPP.

In the event of a loss resulting from a default on a PPP loan and a determination by the SBA that there was a deficiency in the manner in which the PPP loan was originated, funded, or serviced by the Bank, the SBA may deny its liability under the guaranty, reduce the amount of the guarantee or, if it has already paid under the guarantee, seek recovery of any loss related to the deficiency from the Bank.

Also, PPP loans are fixed, low interest rate loans that are guaranteed by the SBA and subject to numerous other regulatory requirements, and a borrower may apply to have all or a portion of the loan forgiven.

If PPP borrowers fail to qualify for loan forgiveness, we face a heightened risk of holding these loans at unfavorable interest rates for an extended period of time.

Furthermore, since the launch of the PPP, several larger banks have been subject to litigation regarding the process and procedures that such banks used in processing applications for the PPP, and the Company and the Bank may be exposed to the risk of litigation, from both customers and non-customers that approached us regarding PPP loans, relating to these or other matters.

Also many financial institutions throughout the country have been named in putative class actions regarding the alleged nonpayment of fees that may be due to certain agents who facilitated PPP loan applications.

The costs and effects of litigation related to PPP participation could have an adverse effect on our business, financial condition and results of operations.

Any changes by the CFPB in regulatory expectations, interpretations or practices could increase the risk of additional enforcement actions, fines and penalties, which could have an adverse impact on our business, results of operations, and financial condition.

Operational Risk

Our risk management processes and procedures may not be effective in mitigating our risks.

Management of our risks in some cases depends upon the use of analytical and/or forecasting models.

If the models that we use to manage these risks are ineffective at predicting future losses or are otherwise inadequate, we may incur unexpected losses or otherwise be adversely affected.

Even if the underlying assumptions and historical correlations used in our models are adequate, our models may be deficient due to errors in computer code, bad data, misuse of data, fraud or the use of a model for a purpose outside the scope of the model’s design.

Additionally, as businesses and markets evolve, our measurements may not accurately reflect this evolution.

There may also be risks that exist, or that develop in the future, that we have not appropriately anticipated, identified or mitigated, including when processes are changed or new products and services are introduced.

If our risk management framework does not effectively identify and control our risks, we could suffer unexpected losses or be adversely affected, and that could have an adverse effect on our business, results of operations and financial condition.

Our technology-related operational processes and procedures may not be effective in accomplishing their intended purposes.

Our operations depend upon the use of computer programs, algorithms, and other analytical tools.

If such technology is ineffective at its intended purposes or includes errors in computer code, unintended bias, bad data, misuse of data, or fraud, it may adversely affect our operations.

Additionally, as societal norms, legal requirements, businesses and markets evolve, our technology may not accurately reflect this evolution.

There may also be technology-related issues that exist, or that develop in the future, that we have not anticipated, identified or mitigated, including when processes are changed or new products and services are introduced.

In particular, the implementations of new technologies and digital solutions may cause business disruptions that affect our ability to maintain relationships with clients, customers, depositor and employees.

If our risk management framework does not effectively identify and control such risks, we could suffer unexpected losses or be adversely affected, and that could have an adverse effect on our business, results of operations and financial condition.

Our results of operations and financial condition could be adversely affected if our Cash Connect ® segment’s policies, procedures and controls are inadequate to prevent a misappropriation of funds, or if a misappropriation of funds is not insured or not fully covered through insurance.

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Cash Connect ® has experienced such occurrences in the past.

If our Cash Connect ® division’s established policies, procedures and controls are inadequate, or not properly executed to prevent or detect a misappropriation of funds, or if a misappropriation of funds is not insured or not fully covered through any insurance maintained by us, our results of operations or financial condition could be adversely affected.

If our Cash Connect ® division’s established policies, procedures and controls are inadequate, or not properly executed to prevent or detect a misappropriation of funds, or if a misappropriation of funds is not insured or not fully covered through any insurance maintained by us, our business, results of operations or financial condition could be adversely affected.

System failure or cybersecurity breaches of our network security could subject us to increased operating costs as well as litigation and other potential losses.

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Our operations are dependent upon our ability to protect our computer equipment against damage from fire, power loss, telecommunications failure or a similar catastrophic event.

Any damage or failure that causes an interruption in our operations could have an adverse effect on our financial condition and results of operations.

Any damage or failure that causes an interruption in our operations could have an adverse effect on our business, financial condition and results of operations.

In addition, our operations are dependent upon our ability to protect the computer systems and network infrastructure utilized by us, including our Internet banking activities, against damage from physical break-ins, cybersecurity breaches and other disruptive problems caused by the Internet or other users.

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We and our third-party service providers have experienced all of these events and expect to continue to experience them in the future.

These events could interrupt our business or operations, result in significant legal and financial exposure, supervisory liability, regulatory enforcement action, damage to our reputation, loss of customers and business or a loss of confidence in the security of our systems, products and services.

These events could interrupt our business or operations, result in significant legal and financial exposure (including costs associated with remediating any security breaches), supervisory liability, regulatory enforcement action, damage to our reputation, loss of customers and business or a loss of confidence in the security of our systems, products and services.

Although the impact to date from these events has not had an adverse effect on us, we cannot be sure this will be the case in the future.

Any of these occurrences could have an adverse effect on our financial condition and results of operations.

Any of these occurrences could have an adverse effect on our business, financial condition and results of operations.

Information security risks for financial institutions like us have increased recently in part because of new technologies, the use of the internet and telecommunications technologies (including mobile devices) to conduct financial and other business transactions and the increased sophistication and activities of organized crime, perpetrators of fraud, hackers, terrorists and others.

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Any failures by those vendors and service providers could disrupt our business operations or expose us to loss of confidential information or intellectual property.

Our use of third-party service providers exposes us to the risk of failures in their risk and control environments.

Our use of third-party service providers exposes us to the risk of failures in their operations and their risk and control environments.

We outsource certain key functions to external parties, including some that are critical to financial reporting (including our use of hedge accounting), valuations, our mortgage-related investment activity, loan underwriting, and loan servicing.

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In addition, as a publicly-held company, we are subject to the risk of claims under the federal securities laws, and volatility in our stock price and those of other financial institutions increases this risk.

Actions brought against us may result in injunctions, settlements, damages, fines or penalties, which could have an adverse effect on our financial condition or results of operations or require changes to our business.

Actions brought against us may result in injunctions, settlements, damages, fines or penalties, which could have an adverse effect on our business, financial condition or results of operations or require changes to our business.

Even if we defend ourselves successfully, the cost of litigation may be substantial, and public reports regarding claims made against us may cause damage to our reputation among existing and prospective clients or negatively impact the confidence of counterparties, rating agencies and stockholders, consequently negatively affecting our earnings.

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Although WSFS Bank has no credit or direct exposure in conjunction with this administrative role, the fact that the Bank’s name appears in the case caption may create the erroneous impression that WSFS Bank may have financial exposure in such a lawsuit.

Actual outcomes, losses and related expenses of pending legal proceedings may differ materially from assessments and estimates, and may exceed the amount of any reserves we have established, which could adversely affect our reputation, financial condition and results of operations.

Errors, breakdowns in controls or other mistakes in the provision of services to clients or in carrying out transactions for our own account can subject us to liability, result in losses or negatively affect our earnings in other ways.

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Strategic Risk

Integrating Bryn Mawr Trust's business into the Company's may be more difficult, costly or time consuming than expected and the anticipated benefits and cost savings of our acquisition of Bryn Mawr Trust may not be fully realized.

If we are unable to successfully integrate the business of Bryn Mawr Trust, the anticipated benefits of our acquisition of Bryn Mawr Trust, including expected revenue synergies, may not be realized fully, or at all, or may take longer to realize than expected.

The company expects to integrate Bryn Mawr Trust’s business and it is possible that the integration process could result in the loss of key employees or create inconsistencies in standards, contracts, procedures and policies.

The Company expects to incur substantial expenses in integrating the business, operations, networks, systems, technology, policies and procedures of Bryn Mawr Trust into its own.

As with any merger of financial institutions, integration efforts have diverted management attention and resources, and there may be business disruptions that affect our ability to maintain relationships with clients, customers, depositors and employees or to achieve the anticipated benefits and cost savings of our acquisition of Bryn Mawr Trust.

In addition, the impacts of the COVID-19 pandemic may make it more costly or difficult to integrate the businesses.

These integration matters could have an adverse effect on WSFS, our financial results and the value of our common stock for an undetermined period.

The Company expects to incur substantial expenses related to our acquisition of Bryn Mawr Trust.

The Company expects to continue to incur substantial expenses in connection with consummation of our acquisition of Bryn Mawr Trust and combining the business, operations, networks, systems, technologies, policies and procedures of the two companies.

Although we have assumed that a certain level of transaction and combination expenses would be incurred, there are a number of factors beyond their control that could affect the total amount or the timing of the combination expenses.

Due to these factors, the transaction and combination expenses associated with our acquisition of Bryn Mawr Trust could, particularly in the near term, exceed the savings that we expect to achieve from the elimination of duplicative expenses and the realization of economies of scale and cost savings related to the combination of the businesses following the consummation of our acquisition of Bryn Mawr Trust.

As a result of these expenses, we have taken and expect to continue to take charges against our earnings.

The charges taken in connection with our acquisition of Bryn Mawr Trust have been and are expected to be significant, although the aggregate amount and timing of such charges are uncertain at present.

Our business strategy includes significant investment in growth plans, and our financial condition and results of operations could be negatively affected if we fail to grow or fail to manage our growth and investment in infrastructure effectively.

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We may not successfully identify appropriate opportunities, may not be able to negotiate or finance such activities and such activities, if undertaken, may not be successful.

We have in the past and may in the future pursue acquisitions, which may disrupt our business and adversely affect our operating results, and we may fail to realize all of the anticipated benefits of any such acquisition.

We have in the past and may in the future pursue acquisitions, which may disrupt our business and adversely affect our results of operations, and we may fail to realize all of the anticipated benefits of any such acquisition.

We have historically pursued acquisitions, and may seek acquisitions in the future.

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Once integrated, acquired operations may not achieve levels of revenues, profitability, or productivity comparable with those achieved by our existing operations, or otherwise perform as expected.

Acquisitions, such as our recent acquisition of Bryn Mawr Trust, involve numerous risks, including difficulties in the integration of the operations, technologies, services and products of the acquired companies, and the diversion of management’s attention from other business concerns.

As we continue to integrate the business of Bryn Mawr Trust, the anticipated benefits of our acquisition of Bryn Mawr Trust, including expected revenue synergies, may not be realized fully, or at all, or may take longer to realize than expected.

The Company has incurred and will continue to incur substantial expenses in integrating the business, operations, networks, systems, technology, policies and procedures of Bryn Mawr Trust into its own.

As a result of these expenses, we have taken and expect to continue to take charges against our earnings.

The charges taken in connection with our acquisition of Bryn Mawr Trust have been and are expected to be significant, although the aggregate amount and timing of such charges beyond what has already been reported in this report are uncertain at present.

These integration matters could have an adverse effect on our financial results and the value of our common stock for an undetermined period.

Acquisitions, such as our acquisition of Bryn Mawr Trust, involve numerous risks, including difficulties in the integration of the operations, technologies, services and products of the acquired companies, and the diversion of management’s attention from other business concerns.

We may not properly ascertain all such risks prior to an acquisition or prior to such a risk impacting us while integrating an acquired company.

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Consequently, we may not obtain regulatory approval for a proposed acquisition on acceptable terms or at all, in which case we would not be able to complete the acquisition despite the time and expenses invested in pursuing it.

The anticipated benefits of our Delivery Transformation initiative may not be fully realized.

We have devoted substantial resources to our strategic Delivery Transformation initiative.

The success of this initiative will depend on, among other things, our ability to upgrade our technology and digital solutions in a manner that improves experiences of customers and employees.

If we are unable to successfully achieve this objective, the anticipated benefits of the Delivery Transformation initiative may not be realized fully, or at all, or may take longer to realize than expected.

Additionally, the implementation of new technologies and digital solutions may cause business disruptions that affect our ability to maintain relationships with clients, customers, depositors and employees and could have an adverse effect on WSFS for an undetermined period.

Key employees may be difficult to attract and retain.

Key associates may be difficult to attract and retain.

Our Associates are our most important resource and, in many areas of the financial services industry, competition for qualified personnel is intense.

We invest significantly in recruitment, training, development and talent management as our Associates are the cornerstone of our model.

If we were unable to continue to attract and retain qualified key employees to support the various functions of our businesses, our performance, including our competitive position, could be adversely affected.

As economic conditions improve, we may face increased difficulty in retaining top performers and critical skilled employees.

If we were unable to continue to attract and retain qualified key associates to support the various functions of our businesses, our performance, including our competitive position, could be adversely affected.

As economic conditions improve, we may face increased difficulty in retaining top performers and critical skilled associates.

If key personnel were to leave us and equally knowledgeable or skilled personnel are unavailable within WSFS or could not be sourced in the market, our ability to manage our business may be hindered or impaired.

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Damage to our reputation could significantly harm our businesses.

Our ability to attract and retain customers, clients, investors, and highly-skilled management and employees is affected by our reputation.

Public perception of the financial services industry declined as a result of the recent economic downturn and related government response, and we face increased public and regulatory scrutiny as a result.

Further adverse developments may result in additional scrutiny or new litigation against us.

Other potential sources of reputational damage are discussed throughout these risk factors.

Although we monitor developments for areas of potential risk to our reputation and brand, negative perceptions or publicity could adversely impact our financial condition and results of operations.

Significant harm to our reputation can also arise from other sources, including employee misconduct, actual or perceived unethical behavior, litigation or regulatory outcomes, failing to deliver minimum or required standards of service and quality, compliance failures, disclosure of confidential information, significant or numerous failures, interruptions or breaches of our information systems, and the activities of our clients, customers and counterparties, including vendors.

Our ability to attract and retain customers, clients, investors, and highly-skilled management and employees is affected by our reputation and the reputation of the financial services industry as a whole.

Adverse developments may result in additional scrutiny or new litigation against us and potential sources of reputational damage are discussed throughout these risk factors.

Although we monitor developments for areas of potential risk to our reputation and brand, negative perceptions or publicity could adversely impact our business, financial condition and results of operations.

Significant harm to our reputation can arise from sources, including economic changes, regulatory scrutiny, employee misconduct, actual or perceived unethical behavior, litigation or regulatory outcomes, failing to deliver minimum or required standards of service and quality, compliance failures, disclosure of confidential information, significant or numerous failures, interruptions or breaches of our information systems, and the activities of our clients, customers and counterparties, including vendors.

In particular, the success of our Wealth Management segment is highly dependent on reputation.

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Management of potential conflicts of interests has become increasingly complex as we expand our business activities through more numerous transactions, obligations and interests with and among our clients.

The actual or perceived failure to adequately address conflicts of interest could affect the willingness of clients to deal with us, which could adversely affect our businesses.

The actual or perceived failure to adequately address conflicts of interest could affect the willingness of clients to deal with us, which could adversely affect our businesses, financial condition and results of operations

The quantitative models we use to manage certain accounting and risk management functions may not be effective, which may cause adverse effects on our results of operations and financial condition.

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We evaluate goodwill and intangibles for impairment at least annually.

Although we have determined that goodwill and other intangible assets were not impaired during 2021, a significant and sustained decline in our stock price and market capitalization, a significant decline in our expected future cash flows, a significant adverse change in the business climate, slower growth rates or other factors could result in impairment of goodwill, mortgage servicing rights asset, or other intangible assets.

Any future write-down of the goodwill, mortgage servicing rights asset, or other intangible assets could result in a material charge to earnings.

Although we have determined that goodwill and other intangible assets were not impaired during 2022, a significant and sustained decline in our stock price and market capitalization, a significant decline in our expected future cash flows, a significant adverse change in the business climate, slower growth rates or other factors could result in impairment of goodwill or other intangible assets.

Any future write-down of the goodwill or other intangible assets could result in a material charge to earnings.

Changes in accounting standards or changes in how the accounting standards are interpreted or applied could adversely impact the Company’s financial statements.

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In some cases, the Company could be required to apply a new or revised standard retroactively, potentially resulting in the Company restating prior period’s financial statements.

Changes in the value of our deferred tax assets could adversely affect our operating results and regulatory capital ratios.

Changes in the value of our deferred tax assets could adversely affect our results of operations and regulatory capital ratios.

Our deferred tax assets are subject to an evaluation of whether it is more likely than not that they will be realized for financial statement purposes.

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1A. Risk Factors