Good morning, and welcome to today's conference call for The PNC Financial Services Group. I am Bryan Gill, the Director of Investor Relations for PNC.

And participating on this call are PNC's Chairman, President and CEO, Bill Demchak, and Rob Reilly, Executive Vice President and CFO. Today's presentation contains forward-looking information.

Cautionary statements about this information, as well as reconciliations of non-GAAP measures, are included in today's earnings release materials as well as our SEC filings and other investor materials. These are all available on our corporate website, pnc.com, under Investor Relations.

These statements speak only as of October 13, 2023, and PNC undertakes no obligation to update them. Now, I'd like to turn the call over to Bill.

Thank you, Bryan, and good morning, everyone. As you can see on the slide, we delivered strong results in the third quarter, generating $1.6 billion in net income, or $3.60 in diluted earnings per share.

Rob is going to take you through the numbers in a moment, but I'd like to touch on a few highlights. First, in a challenging operating environment, we generated 3 points of positive operating leverage through disciplined expense management.

Our credit quality remained strong during the quarter, reflecting our thoughtful approach to managing risk, customer selection, and long-term relationship development, all of which have historically served us well in challenging economic cycles. Next, we strengthened our capital and liquidity positions even further during the quarter.

While we continue to monitor discussions regarding regulatory changes in these areas, based on our current estimates, we are well positioned to meet the proposed requirements without meaningful changes to how we operate. We continue to execute on our key strategic priorities, including our expansion market efforts in upgrading our digital capabilities.

And we leveraged our strong balance sheet to take advantage of opportunities such as the Signature Bank loans that we recently acquired. Finally, we are focused on expense management, particularly in the current environment, and have taken actions to maintain disciplined expense control.

We increased our Continuous Improvement goal last quarter from $400 million to $450 million, and we are on track to achieve that goal in 2023. Looking ahead, we expect to have CIP savings within a similar range for 2024.

And as a reminder, we used savings from this program to fund investments in key growth markets and technology. In addition, earlier this month, we began executing on staff reductions, which will reduce our 2024 expenses by $325 million and will fall to the bottom-line.

All told, we are implementing more than $725 million of expense management actions that will have impact on 2024. While decisions involving personnel are never easy, we believe they will help us more effectively and efficiently deliver for our customers and our stakeholders, and we'll continue to be diligent in our expense management going forward.

And with that, I'll turn it over to Rob.

Thanks, Bill, and good morning, everyone. Our balance sheet is on Slide 3 and is presented on an average basis and comparing to the second quarter.

Loans were down 2% and averaged $320 billion. Investment securities declined $1 billion or 1%.

Cash balances at the Federal Reserve increased $7 billion to $38 billion. Deposits of $423 billion declined $3 billion or 1%.

Borrowed funds increased $2 billion, primarily due to senior debt issuances near the end of the second quarter. At quarter-end, AOCI was a negative $10.3 billion compared to a negative $9.5 billion at June 30, reflecting higher interest rates.

However, tangible book value increased to $78.16 per common share as retained earnings growth exceeded the negative impact of AOCI. Common dividends in the quarter totaled approximately $600 million.

And we remain well capitalized with an estimated CET1 ratio of 9.8% as of September 30, 2023, which increased 30 basis points linked quarter. Slide 4 shows our loans in more detail.

Third quarter loans averaged $320 billion and increased $6.5 billion or 2% compared to the same period a year ago, reflecting growth in both commercial and consumer loans. Compared to the second quarter, average loan balances declined 2% as growth in consumer was more than offset by a decline in commercial.

Consumer loans grew approximately $500 million, reflecting higher residential mortgage and credit card balances. Commercial loans averaged $218 billion, a decline of $5.5 billion, driven by lower utilization as well as paydowns outpacing new production.

Loan yields increased 18 basis points to 5.75% in the third quarter, predominantly driven by the higher rate environment. Slide 5 covers our deposits in more detail.

Average deposits decreased $3 billion, or 1%, due to a decline in consumer deposits that was somewhat offset by a growth in commercial deposits. In regard to mix, consolidated noninterest-bearing deposits were 26% in the third quarter, down slightly from 27% in the second quarter, and consistent with our expectations.

And we still expect the noninterest-bearing portion of our deposits to stabilize in the mid-20% range. Commercial noninterest-bearing deposits represented 42% of total commercial deposits in the third quarter compared to 45% in the second quarter.

And our consumer deposit noninterest-bearing mix remains stable at 10%. Our rate paid on interest-bearing deposits increased to 2.26% during the third quarter, up from 1.96% in the prior quarter.

And as of September 30, our cumulative deposit beta was 41%, which was slightly better than our July expectation. Slide 6 details our investment security and swap portfolios.

Average investment securities of $140 billion decreased $1 billion, or 1%, as curtailed purchase activity was more than offset by portfolio paydowns and maturities. The securities portfolio yield increased 5 basis points to 2.57%, reflecting new purchase yields of 5.5% and the runoff of lower-yielding securities.

As of September 30, the duration of investment securities portfolio was 4.2 years. Our received fixed swaps pointed to the commercial loan book totaled $35 billion on September 30.

The weighted average received fixed rate of our swap portfolio increased 34 basis points to 2.07% and the duration of the portfolio was 2.4 years as of September 30. Accumulated other comprehensive loss increased by approximately $800 million in the third quarter as a negative impact of higher rates more than offset paydowns and maturities during the quarter.

Importantly, as lower rate securities and swaps roll off, we expect our securities yield to continue to increase, resulting in a meaningful improvement to tangible book value from AOCI accretion. Turning to the income statement on Slide 7.

For the first nine months of 2023, revenue grew 5% compared to the same period a year ago, reflecting higher interest rates and business growth. Noninterest expense grew 2% and was well controlled despite a higher FDIC assessment rate and inflationary pressures.

As a result, we generated 3% positive operating leverage, and PPNR grew 9%. For the third quarter, net income was $1.6 billion, or $3.60 per share.

Total revenue of $5.2 billion decreased $60 million, or 1%, compared to the second quarter of 2023. Net interest income declined $92 million, or 3%.

And our net interest margin was 2.71%, a decline of 8 basis points. Noninterest income increased $32 million, or 2%, as higher fee income was partially offset by lower other noninterest income.

Third quarter expenses decreased $127 million, or 4% linked quarter. Provision was $129 million in the third quarter.

And our effective tax rate was 15.5%, which included a favorable impact of certain tax matters in the third quarter. For the full year, we now expect our tax rate to be approximately 16.5%.

Turning to Slide 8, we highlight our revenue trends. Third quarter revenue was down $60 million, or 1%, compared with the second quarter.

Net interest income of $3.4 billion decreased $92 million or 3%, as higher yields on interest earning assets were more than offset by increased funding costs. Fee income was $1.7 billion and increased $67 million or 4% linked quarter.

The primary driver of the increase in fee income was residential and commercial mortgage revenue, which was up $103 million, the majority of which, or $97 million, was related to an increase in the valuation of net mortgage servicing rights. Partially offsetting this, capital markets and advisory revenue decreased $45 million, or 21%, driven by lower trading revenue.

M&A advisory activity continued to remain softer in the third quarter despite robust pipelines. Going forward, we do expect this activity to increase in the fourth quarter, which is included in our guidance that I will cover in a few minutes.

Other noninterest income of $94 million declined $35 million linked quarter, driven by lower private equity revenue and included negative Visa fair value adjustments totaling $51 million. As a reminder, at September 30, PNC owned 3.5 million Visa Class B shares with an unrecognized gain of approximately $1.3 billion.

Turning to Slide 9, our third quarter expenses were down $127 million or 4% linked quarter, which in part reflected our increased CIP program. And we generated 3% positive operating leverage on both the year-to-date and the linked-quarter basis.

Importantly, every expense category remained stable or declined compared to the second quarter of 2023. Our credit metrics are presented on Slide 10.

While overall credit quality remains strong across our portfolio, the pressures we anticipated within the commercial real estate office sector have begun to materialize. Non-performing loans increased $210 million, or 11%, linked quarter.

The increase was driven by multi-tenant office, CRE, which increased $373 million, but was partially offset by a decline of $163 million in non-CRE NPLs. In regard to the CRE office portfolio, total criticized loans remained essentially flat quarter-over-quarter at 23%.

The difference this quarter is the migration of certain multi-tenant office loans to NPL status, which is an expected outcome as we work to resolve the occupancy and rate challenges inherent to this portfolio. Ultimately, we expect future losses on this portfolio, and we believe we have reserved against those potential losses accordingly.

As of September 30, our reserves on the office portfolio were 8.5% of total office loans and, inside of that, 12.5% on the multi-tenant portfolio. Naturally, we'll continue to monitor and review our assumptions, especially in the higher rate environment, to ensure they reflect the real-time market conditions.

And a full update of the portfolio is included in the appendix slides. Total delinquencies of $1.3 billion increased $75 million, or 6% linked quarter, driven by higher consumer loan delinquencies.

Net loan charge-offs of $121 million declined $73 million, or 38% linked quarter. Our annualized net charge-offs to average loans ratio was 15 basis points in the third quarter.

And our allowance for credit losses totaled $5.4 billion or 1.7% of total loans on September 30, essentially stable with June 30. Turning to Slide 11.

From a capital perspective, we're well positioned with a CET1 ratio of 9.8% as of September 30. This slide illustrates the impact to our capital levels, assuming the Basel III Endgame proposed rules were effective as of September 30.

The inclusion of AOCI reduces our ratio by approximately 190 basis points. And the impact of all other proposed Basel III Endgame components are estimated to have an additional negative 40 to 50 basis point impact to our CET1.

Taken together, the current Basel III Endgame proposal would increase our risk-weighted assets by approximately 3% to 4%. And our estimated fully phased-in expanded risk-based CET1 ratio would be approximately 7.4%, which is above our current requirement of 7%.

In light of the fluidity of the capital proposals, our share repurchase activity remains on pause. We'll continue to evaluate the potential impact of the proposed rules and may resume share repurchases activity depending on market and economic conditions as well as other factors.

In regard to the long-term debt proposal, if the rule was effective at the end of the third quarter, our binding constraint would be the long-term debt to risk-weighted assets ratio at both the holding company and the bank level. We estimate our current shortfall at the holding company and the bank to be approximately $1 billion and $8 billion, respectively.

And we expect to reach compliance at both the consolidated and bank level through our current funding plan, as well as the restructuring of existing inter-company debt. We acknowledge and want to emphasize that proposals are still in their comment period and the final rules are subject to change.

That being said, we're well positioned to comply with the proposals as drafted. Slide 12 provides more detail on the $16 billion portfolio of capital commitment facilities we acquired from Signature Bridge Bank earlier this month.

PNC has been active in the capital commitment business for many years. We believe the acquisition will enhance our broader efforts in the private equity sponsor industry.

Signature's origination strategy was similar to PNC's, which is focused on building relationships with large and established fund managers. As such, we expect to retain 75% of the portfolio.

This acquisition is financially attractive given the purchase price of 99% of par and the high credit quality of the portfolio. Importantly, the transaction does not have a material impact to our capital ratios or tangible book value per share.

Slide 13 details our focus on controlling expenses. As Bill mentioned, we remain diligent in our expense management efforts, particularly when considering the current revenue environment.

Our Continuous Improvement Program has been in place for over a decade, and through this program we've utilized expense savings to fund our ongoing business growth and technology investments. Over the past 10 years, through CIP, we've identified and completed actions to reinvest $3.7 billion in our company.

As you know, we have a 2023 CIP target of $450 million, and we're on track to meet that target. Looking to 2024, even though we've just begun our budgeting process, we do expect a 2024 annual CIP goal of similar magnitude to the 2023 program.

Our CIP efforts over the years have allowed us to substantially invest in our company while still delivering low single digit annual expense growth. However, the current environment poses meaningful pressures necessitating expense control measures beyond our annual CIP program.

As a result, we took a hard look at our organizational structure and identified opportunities to operate more efficiently through staff reductions, which we began implementing earlier this month. This initiative will decrease the workforce by 4% and is expected to reduce 2024 expenses by approximately $325 million.

One-time costs associated with this plan are expected to be approximately $150 million and will be incurred during the fourth quarter of 2023. We believe these actions will position PNC for stronger efficiency going forward.

As a result, even though our budgeting cycle isn't complete, we have an objective to keep core expenses stable in 2024, which by definition would exclude the fourth quarter one-time charges. In summary, PNC reported a solid third quarter 2023.

In regard to our view of the overall economy, we're expecting a mild recession starting in the first half of 2024, with a contraction in real GDP of less than 1%. We expect the federal funds rate to remain unchanged in the near term between 5.25% and 5.5% through mid-2024 when we expect the Fed to begin cutting rates.

Looking ahead, our outlook for the fourth quarter of 2023 compared to the third quarter of 2023 is as follows. We expect average loans to be up approximately 3%, including the acquisition of the Signature Bank capital commitment facilities.

Net interest income to be down 1% to 2%. Fee income to be up approximately 1% as increased capital markets activity is expected to more than offset the impact of the elevated MSR hedge gains during the third quarter.

Other noninterest income to be in the range of $150 million and $200 million, excluding net securities and Visa activity. We expect total core non-interest expense to be up 3% to 4%, which excludes charges related to the workforce reduction.

Additionally, this guidance does not contemplate the pending FDIC special assessment, which could occur during the fourth quarter. And we expect fourth quarter net charge-offs to be between $200 million and $250 million.

And with that, Bill and I are ready to take your questions.

Good morning.

Hey, John. Good morning.

On the -- just regarding the office increase in non-performers that you discussed a bit, can you just give us a little bit more detail? Is that more indicative of -- did you see an acceleration in the deterioration of these credits that were noteworthy in the quarter and that necessitated the move to non-accrual?

Or was this more of a function of an ongoing scrub of your portfolio as you're re-evaluating collateral values or whatnot behind properties? And as you do that as well, can you maybe talk about some of the value depreciation you're beginning to see on some properties that have traded?

Thanks.

I guess what I would say is what you're seeing is kind of our expected cycle through deteriorating credit. So, our criticized list didn't really move.

We moved inside of that loans to non-performing. By the way, I think they're actually all still accruing.

We just kind of get there because we don't think they're re-financeable in the current market. The move to non-performing from already being criticized comes about as you just watch cap rates creeping higher and adjust the underlying value of the properties accordingly.

So, I don't -- I mean, none of this is a surprise. We have heavy reserves against it.

We kind of saw it coming. It's the big bulk of these properties moving through the [indiscernible]...

Just the migration of the past. We do expect losses, as I said in my comments, but we believe that we're appropriately reserved.

There's no -- it's not like there's some new scrubbing, John. I mean, we've been -- we're live on every one of these properties every day.

So, it's not like we opened a drawer and found something. We know exactly what each of these are...

Got it. Okay.

Thanks, Bill. And then separately on the expense side, can you really help us think about how the $325 million you expect to fall out of the bottom-line from the headcount rationalization, how that would impact the growth rate that you expect overall for expenses in 2024 versus 2023?

How should we think about that growth?

Yeah. So, I mentioned in my opening comments when we walk down both the CIP that we anticipate implementing in '24, along with this workforce reduction that our objective is to keep '24 expenses stable year-over-year.

We haven't completed our budget process. In fact, we're at the beginning of our budget process.

So, we don't have a lot of '24 guidance for you other than that is our objective and that will be our expectation.

John, the other thing, the reason we kind of put the Continuous Improvement in there is, it's a number that we typically reinvest into our growth businesses in the future of the company. So, that's sort of what's been driving our investment game for the last bunch of years, that continues.

What's new is basically dropping the run rate related to personnel and just tightening the ship and what is it a tougher revenue environment.

Got it. I'm sorry, if I could ask just one more.

On the Signature acquisition -- of the Signature loans that is, the $0.10 of accretion that you mentioned on that, can you maybe walk us through the components of that? How do you arrive at that amount?

Oh, sure. That's basically the yield in terms of the portfolio that we purchased.

They are short-term, about a year. So, we do expect that $0.10 a share that we talked about in the fourth quarter and then going into '24.

But when we get to '24, of course, we'll include that in our full year guidance.

Got it. Okay, thanks, Rob.

Sure.

Hey, guys. This is Nate Stein on behalf of Matt O'Connor.

Just one quick follow-up on the expense program. We talked about the $725 million total cost actions.

So, outside of the workplace reduction, can you just talk about the -- just the other areas of efficiencies you're investing in? Thanks.

I mean, the workforce reduction is a specific number we mentioned of the $325 million inside of Continuous Improvement, which we do every year. We're focused on contract renewals, on management [indiscernible], building occupancy efficiencies, all the things you'd expect us to be focused on in the ordinary course of running the business.

And that's a program that we've had in place, as I mentioned, for several years, and allows us to -- and has allowed us to grow annual expenses in the low single-digit range, even with all those investments. And in point of fact, this year, we're pointing to 1% growth year-over-year '23 over '22, and a large part of that is because of our Continuous Improvement Program.

Great, thanks. And then if I could just ask you a follow-up question on the capital markets fees.

So, they came in weaker than expected this quarter. You talked about, I think, stable versus the last quarter.

One of your larger peers reported stronger capital markets this morning. Can you just talk about the driver of this?

Was it mostly mixed related? And then maybe touch on the outlook near-term, given the macro outlook is better than a few months ago?

Thanks.

I didn't -- I'm not sure what anybody else reported. My guess was that the trading line item was better than peer fees.

But in our case, the bulk of our capital markets income come from various advisory fees from Harris Williams or Solebury or syndications and so forth. And while the pipelines remain robust, if not at record levels, the activity level, while there's been some green shoots, just hasn't been strong.

Eventually it flows through. But we're getting a little tired of predicting when it will be.

But I would add to that, our capital market is weighted towards our M&A advisory Harris Williams. We had a soft second quarter.

At the end of the second quarter, our pipelines were higher than the first quarter. So, we thought naturally that the third quarter would be higher, but it wasn't.

So, we find ourselves at the end of the third quarter with even higher pipelines than we had at the beginning of the quarter. But inside of that, a subset of the pipeline are signed deals, which that part is higher than it was at this point last quarter.

So, we do expect to see the lift, and our expectations are that we get back to first quarter levels.

Thank you.

Good morning, everyone. Thanks for taking the call.

Hey, Scott.

I wanted to ask sort of a broad question -- hey, kind of a broad question on NII. Are we getting to a point where that will start to trough?

So, maybe Rob, just sort of some of the puts and takes. It seems like your deposit betas are coming in as expected or better.

I know there should be some asset repricing as we look into next year, but some of the larger banks have been sort of vocal about the degree to which they're still over earning on NII, which I think is kind of kept these fears of still bleeding out NII alive sort of industry-wide. Maybe just some thoughts on how you see things playing out for PNC in particular.

I'll start.

Okay.

All of it ends up being dependent on what you think the Fed is going to do. Personally, I think the Fed is higher for longer, even higher for longer than the market expects.

In our official forecast, I guess we have two cuts towards the back half of next year. As short rates stay higher, you will continue to see betas creep up, both because we're going to reprice the back book and secondly because you'll just not on betas but just on the shift from noninterest-bearing to interest-bearing.

So, when that inflection point is -- has in some ways to do the most with what's going on with the yield curve in the Fed, as the curve continues to flatten by the long-end selling off, all else equal, that helps, notwithstanding the marks on our existing bonds, it helps with the price we get on the roll down and reinvestment. There's too many variables in there, but the basic notion that we're -- at the inflection point, I think, is entirely dependent on what happens with the Fed in the coming year.

And we haven't done our budget yet, so we're not going to call it.

Yeah. I would just add to that, just observations.

Deposits continue to decline. We expected that, but that decline is slowing.

Betas have gone up, but the increase has slowed. In fact, in the third quarter, the actuals came in lower than what we expected for the first time since rates have been increasing rapidly.

So things have slowed as far as that trajectory is, and then obviously the inflection point issues that Bill just covered are valid.

Okay. Perfect.

Thank you. And then maybe a question on credit as well.

I guess just in the last few weeks, there's been a couple commercial hiccups in the industry in the shared national credit space. Just was hoping you might be able to remind us about PNC's exposure in this next space, and then just generalization sort of how that portfolio quality compares to the rest of the book, how much you lead, et cetera?

Yeah, pretty good there, Scott, in terms of credit. So, all of the noise, so to speak, is in the commercial real estate office space that we spoke about.

As far as the shared national credit results went, they're complete. They're represented in our numbers.

And it was pretty benign in terms of total deals. Upgrades were more than downgrades, but they were a handful of each.

All right. Thank you very much.

Sure.

You guys gave us good color on the burn-off of the securities portfolio. And the question I had is, it looked like this quarter you put more up at the Fed.

So, what are you guys doing with the cash flows from the portfolio now in terms of where you're putting it in other securities? And then, second, once the Basel III Endgame is finalized, how do you think you guys will approach in carrying your securities?

Will you carry less than available for sale or more? Can you share with us your thoughts there as well?

I guess just with the existing book, it's running down. We've run down the DV01 in our securities and swaps through the course of the entire year.

We've had some purchases, but not to the extent we've had maturities. And we've been buying, I don't know what average yield is, but stuff that roughly carries flat versus leaving it in the Fed.

Going forward, the switch from available for sale to held to maturity doesn't really affect anything. It's an accounting entry.

So, we'll keep some amount unavailable for sale to the extent we trade around that book, but we don't trade around that book all that much, and the rest will just buy into held to maturity, which is, by the way, what we've been doing thus far since rates have gone up.

There's a couple things to add there. One of the uses of cash, Gerard, was the purchase of the Signature loans.

So that was our biggest...

Yeah, that was biggest...

Yeah, that was our biggest outlay. And then on the [split] (ph).

Bill has it right. Where we are now is probably about where we are plus or minus to your views in terms of what -- but where we got to holding it all to 100% of AFS was the tailoring, which has passed us.

So, we're back to sort of the normal [split] (ph).

Very good. And then as a follow-up, you just mentioned about the purchase of the Signature loans.

You guys are in a good position that you're not being impacted by Basel III Endgame, RWA, inflation like some of the big money centers, of course. Do you think there's going to be opportunities for you guys to buy other portfolios, not from the FDIC per se, but from some of your peers or banks that do mitigation strategies to get to these RWA targets they need to get to?

Yeah, I suppose there could be. I don't know that we've actually seen any.

We get pitched by everybody to execute one, which we have no need for.

Right.

But the purchase side of that is actually pretty attractive. They're giving away a lot of economics.

So, it's actually a good thought. I'll go look around.

No, we have the capital flexibility to do it, and people know our telephone number.

Yeah. And then specifically, it would be more in the C&I space or consumer?

Or do you guys have a preference should they call that phone number, Rob?

It's -- look, we're intelligent -- hopefully, intelligent takers of risk at the right price.

Got it.

We can evaluate what's out there.

Very good. All right.

Thank you, gentlemen.

Next question, please.

Thanks. Good morning.

Bill and Rob, I wanted to follow up on your office CRE comments. How much of an impact to debt service coverage are P&C customers experiencing from swaps that are rolling off, say in cases where they issued floating rate debt under SERP two to three years ago, and put on swaps to lock in low fixed rates at the time but are now facing a significant reset as those swaps mature?

I'm just curious if how significant that maturing swap dynamic is inside of the portfolio and whether you feel like you have a good handle on that dynamic?

I don't know the answer to that. I would tell you, though, the bulk of our stuff, and you see it in our maturity schedules, we're kind of stabilization loans-ish project loans.

And so in that instance, the hedge dynamics of somebody would put on that loan, in my experience, would be less than what they would have done on a term, 10-year CNBS alternative. So, my guess is it's not -- I think they're just in trouble for floating rate loans from lease rates going down, from vacancies going up, and from the rehab costs of redoing floors for...

Capital improvements.

Yeah. Just dropping the value of the buildings.

Understood. That's helpful.

Thank you. And if I could follow up on that, if refinancing loans at current market rates would cause debt service coverage ratios to fall below 1, can you discuss how much leeway there is inside of P&C to refinance loans under potentially more favorable terms to allow debt service coverage ratios to remain satisfactory?

And then maybe just more broadly across the industry, do you think so-called extend and pretend dynamics could become pervasive, particularly since banks have made it clear they don't want to own office buildings and we've seen some commentary from regulators sort of urging banks to work with their customers?

I think the extend part is possible. I think the pretend part, that doesn't work.

Not so good.

Yeah. We work with borrowers to figure out how to maximize the value of the property because that's ultimately going to maximize the value of our loan.

In some instances that means taking the building and selling it. In some instances that means getting more equity capital, extending a loan at a debt service coverage ratio we normally wouldn't under the theory that they can lease it up itself.

But each and every one of those decisions is a decision tree based on what's the net present value of what we PNC can get against our loan. In any event, if we do something that is uneconomic relative to the original loan, that shows up in our reserves or charge-offs or so on and so forth.

There's no pretend involved.

Understood. That's very helpful, Bill.

Thank you. And if I could squeeze in one last one on the point about whether we're at an inflection point on deposit betas sort of depending on the Fed.

Does it [correlate that] (ph) suggest that we could see terminal beta expectations potentially drift higher relative to prior guidance, again, depending on how much higher for longer persists?

Yeah, I think. And by the way, this isn't a forecast.

I think it's just common sense, right? To the extent that we still have a back book of business as does everybody that hasn't necessarily repriced, and if rates are pinned at 5% forever in time, that beta will continue to go up.

It's a function of how high does the Fed go and how long do they stay there. And everybody's been wrong so far.

So, yeah, it's a possibility.

Understood. I wanted to ask you another one about the CFPB sort of open banking proposal bill, but I'll queue back up for that one.

Thank you.

Hi. Thanks very much for the disclosure on the long-term debt shortfalls in the slides.

You talked about $10 billion of debt issuance annually, but do you anticipate needing to issue more than $10 billion to close the shortfalls that you disclosed in the slides? Or can the $8 billion shortfall at the bank be met just by restructuring existing internal debt?

And I guess the question really is, do you expect to issue debt at the holding company specifically to invest in the internal debt of the bank?

Yeah. This is Rob.

So, good question. So, in regard to the long-term debt, our message is, independent of the rules, as we resume a more conventional funding structure in terms of our debt to our deposits that was pre-COVID, we would be compliant.

So that's the takeaway. In regard to how we get there, it's a combination of everything that you outlined.

There will be issuances at the holding company as part of our ongoing plan that will then ultimately be papered down to the bank, but there's a lot of moving parts there. The message is we'll get there and we would have gotten there independent of these rules.

Okay. Thank you.

Sure.

Yeah, thanks for taking my follow-up. So, Bill, I was hoping you could just share your thoughts on the CFPB's plans to propose an open banking rule.

There's a view that open banking essentially forces the industry to hand over the keys to the customer relationship. You've talked in the past about sort of the dynamic of like passwords and all that kind of stuff, but I was just hoping you could speak broadly to that point or that topic.

Yeah, I think, what I've seen thus far out of CFPB commentary is they're largely focused on some of the right things. Make it easier for customers, agree with that.

Secure data, agree with that. Don't allow data to be sold and commercialized without customer permission, agree with that.

Make customers agree to specific data items that they want to share in a secure environment. So, all of that stuff versus where we are today where it's a free for all and there's a lot of fraud, actually I'm in favor of.

The notion of kind of open banking where somehow I can just lift and shift my account from one bank to another because now there's technology to do it, I'm not that afraid of that. It's more in the technology to allow it in a secure manner, dependent of what rule is written, doesn't exist today.

And I kind of look at what they're doing and hope it's a step in the right direction on security and the safety and soundness of customer information, leading to a reduction in fraud across the industry. And the sound bites are, that's where they're going.

Okay, that's helpful. I had heard something along the lines of some of the actions they're taking are intended to make it easier for customers to "break up with their banks."

And so, I was wondering if there was anything in the language. You mentioned how you're not worried about the ability to shift the relationship...

Look, at the end of the day -- by the way, if that happened, terrific. We compete every day and we have good customer service and great products, we'll be a net beneficiary.

Practically, the technology to allow that to happen, so just think about the notion of, okay, now you have connected APIs that allow somebody to gather information and move information. Now you need to build a program that keeps track of the back book while you open a new book on a checking account, transfers, balances on cards and all.

So, eventually somebody will come up with a cool business model that might be able to do that on the back of laws that allow it on the back of APIs that haven't been written yet on the back of technology that links all the banks in question together. But that hasn't happened yet.

That's great. Very helpful.

Thank you.

Hey, Mike.

Sorry about that earlier. So, in terms of the decline in commercial loans, how much of that decline is due to softer demand and how much of that is deliberate as you look to shore up capital more than you previously would have intended?

Well, none of it's deliberate per se. We've seen some drop in utilization.

We've seen a drop in kind of refinance rate as people are -- think about a corporate loan revolver where it's a three-year and every two years you renew it for the next three years. Everybody's kind of extending out under the hope that things are going to get better on spreads.

So, there's just been less activity. At the margin, we are extending less credit into credit-only new relationships on the hope that we're going to get fees versus protecting our wallet where we already have a lot of fees and get cross-sell.

But that's kind of at the margin thing.

Yeah, that's small. It's on the demand side.

Okay. And you're very clear about the expense guidance and the tough actions you're taking with personnel.

Did you give an outlook for operating leverage over next year? Do you think the pace of expense decline will be faster than any decline in revenues?

And specifically to the fourth quarter, the SBNY loan acquisition, looks like it adds a couple percent to your fourth quarter NII, but you're guiding down 1% to 2%. So that decline might be a little bit more than some had expected.

It's more than you had expected. The quarter decline looks like 2% to 4% in the fourth quarter.

Is that math correct? Why is it down maybe more than you thought?

And the big question, though, is revenues versus expenses over the next year?

Bill, do you want me to? I can.

Well, on the expense issue, we did say that we expect '24 expenses to be stable. And we haven't finished our budgeting cycle, so we can't really answer in terms of anything beyond that in '24.

In regard to the NII and the fourth quarter guide, it does include the Signature acquisition, which we said was about $0.10 a share. Recall, in the third quarter, we had expected 3% to 5% decline.

We ended up down 3%. So, when we look to the fourth quarter, roll all that together, that's how we get down 1% to 2%.

Got it. Okay, thank you.

Sure.

Thanks. Good morning, guys.

One follow-up on the Signature acquisition as well. So just wondering if you can provide a little more context on the portfolio, seeing the line that you're expecting to hold on to -- or expecting to hold on to 75% of the relationships over time, are you bringing on new team members?

Is there expenses along with that? And just anything you can help us in terms of like the duration of the loans and is there just kind of a natural run-off that happens given I think that they're generally a pretty short duration type of loan?

Thanks.

Yeah. It's de minimis adds of people that we're bringing on.

We're already in the business. We have the technology to be in the business.

We know the clients. The rundown, we're kind of saying, 75% probably survives.

Most of that is simply a function of where we have overlap with clients and the size hold that we want to have for a particular client, we'd syndicate more of it as we kind of right-size our hold. There may be inside of that book of business a handful of people that we would choose not to renew, but their credit quality is pristine.

We know we underwrote every fund that is in that. And through time, you would expect that as they mature, we'll renew and some period of time out a couple of years, we'll end up with 75% of the notional that we started with, and you'll have no clue between now and then how much it was.

But that's right. De minimis expense is involved with it, and we're excited about it.

Yeah, that's a fair point on we won't know. That's what I was trying to ask.

The second question is...

But to be clear, I mean, it'll be lost inside of our book of business.

It becomes part of our...

It becomes part of our C&I balances.

Completely understood. The second question I had, Bill, is you mentioned in a higher longer for environment, we got to see what the Fed does in terms of where deposit betas and mix goes.

On the asset side, however, though, can you help us understand what happens in terms of fixed rate loan repricing versus -- and how much you might still have left in that versus obviously when we get to a peak in Fed funds, we'll know that the variable rates have -- will have gotten there?

Yeah. So we have, I mean, beyond our securities book and swaps, which obviously we will reprice over the next several years, we have, I don't know the percentage off the top of my head, percentage of our loan book, either fixed rate to begin with, think of an auto loan, or with swaps on top of it, floating rate loan, we swap to fix, and those fixed rate loans and swaps are shorter duration typically than what we have in the securities book and there's a lot of dry powder there that we'll reprice.

We are back to this notion that, hey, we're out there competing and growing this company, we will be originating those loans as they reprice. We're not dumping assets and getting out of things.

It's going to shrink the total volume that's on our book.

Yeah. No, I totally understand.

I would think it would be a net positive as an offset to whatever has happened.

You have the competing parts, right? We're going to have repricings of fixed rate assets fighting reprices of our liabilities.

At some point, that's going to cross, and banks are going to grow NII at high percentages. I just can't tell you when that is yet, and we haven't done our budget next year.

Yeah, that's fair. Okay.

Thank you.

Okay. Well, thank you...

Thanks, everybody.

Yeah. Thanks for participating.

If you have any follow-up questions, please feel free to reach out to the IR team. Thanks.

Thank you.