|
þ
Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
|
For the quarterly period ended March 31, 2014
|
or
|
o
Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
|
Delaware
|
|
06-1187536
|
(State or other jurisdiction of incorporation or organization)
|
|
(I.R.S. Employer Identification No.)
|
|
||
145 Bank Street (Webster Plaza), Waterbury, Connecticut 06702
|
||
(Address and zip code of principal executive offices)
|
||
|
||
(203) 578-2202
|
||
(Registrant's telephone number, including area code)
|
||
|
||
|
|
|
(Former name, former address and former fiscal year, if changed since last report)
|
Large accelerated filer
|
þ
|
|
Accelerated filer
|
o
|
|
Non-accelerated filer
|
o
|
|
Smaller reporting company
|
o
|
|
|
|
Page No.
|
|
||
|
|
|
Item 1.
|
||
|
|
|
Item 2.
|
||
|
|
|
Item 3.
|
||
|
|
|
Item 4.
|
||
|
|
|
|
|
|
Item 1.
|
||
|
|
|
Item 1A.
|
||
|
|
|
Item 2.
|
||
|
|
|
Item 3.
|
||
|
|
|
Item 4.
|
||
|
|
|
Item 5.
|
||
|
|
|
Item 6.
|
||
|
|
|
|
|
|
|
March 31,
2014 |
|
December 31,
2013 |
||||
(In thousands, except share data)
|
(Unaudited)
|
|
|
||||
Assets:
|
|
|
|
||||
Cash and due from banks
|
$
|
251,886
|
|
|
$
|
223,616
|
|
Interest-bearing deposits
|
29,893
|
|
|
23,674
|
|
||
Securities available for sale, at fair value
|
3,008,856
|
|
|
3,106,931
|
|
||
Securities held-to-maturity (fair value of $3,478,433 and $3,370,912)
|
3,448,195
|
|
|
3,358,721
|
|
||
Federal Home Loan Bank and Federal Reserve Bank stock, at cost
|
166,133
|
|
|
158,878
|
|
||
Loans held for sale
|
14,631
|
|
|
20,802
|
|
||
Loans and leases
|
12,994,742
|
|
|
12,699,776
|
|
||
Allowance for loan and lease losses
|
(153,600
|
)
|
|
(152,573
|
)
|
||
Loans and leases, net
|
12,841,142
|
|
|
12,547,203
|
|
||
Deferred tax asset, net
|
55,316
|
|
|
65,109
|
|
||
Premises and equipment, net
|
121,473
|
|
|
121,605
|
|
||
Goodwill
|
529,887
|
|
|
529,887
|
|
||
Other intangible assets, net
|
4,183
|
|
|
5,351
|
|
||
Cash surrender value of life insurance policies
|
433,793
|
|
|
430,535
|
|
||
Accrued interest receivable and other assets
|
270,357
|
|
|
260,687
|
|
||
Total assets
|
$
|
21,175,745
|
|
|
$
|
20,852,999
|
|
Liabilities and shareholders' equity:
|
|
|
|
||||
Deposits:
|
|
|
|
||||
Non-interest-bearing
|
$
|
3,028,625
|
|
|
$
|
3,128,152
|
|
Interest-bearing
|
12,011,364
|
|
|
11,726,268
|
|
||
Total deposits
|
15,039,989
|
|
|
14,854,420
|
|
||
Securities sold under agreements to repurchase and other borrowings
|
1,147,882
|
|
|
1,331,662
|
|
||
Federal Home Loan Bank advances
|
2,203,606
|
|
|
2,052,421
|
|
||
Long-term debt
|
376,412
|
|
|
228,365
|
|
||
Accrued expenses and other liabilities
|
168,227
|
|
|
176,943
|
|
||
Total liabilities
|
18,936,116
|
|
|
18,643,811
|
|
||
Shareholders’ equity:
|
|
|
|
||||
Preferred stock, $.01 par value; Authorized - 3,000,000 shares:
|
|
|
|
||||
Series A issued and outstanding - 28,939 shares
|
28,939
|
|
|
28,939
|
|
||
Series E issued and outstanding - 5,060 shares
|
122,710
|
|
|
122,710
|
|
||
Common stock, $.01 par value; Authorized - 200,000,000 shares:
|
|
|
|
||||
Issued - 93,373,197 and 93,366,673 shares
|
934
|
|
|
934
|
|
||
Paid-in capital
|
1,126,875
|
|
|
1,125,584
|
|
||
Retained earnings
|
1,114,088
|
|
|
1,080,488
|
|
||
Less: Treasury stock, at cost (3,575,423 and 3,407,256 shares)
|
(110,226
|
)
|
|
(100,918
|
)
|
||
Accumulated other comprehensive loss
|
(43,691
|
)
|
|
(48,549
|
)
|
||
Total shareholders' equity
|
2,239,629
|
|
|
2,209,188
|
|
||
Total liabilities and shareholders' equity
|
$
|
21,175,745
|
|
|
$
|
20,852,999
|
|
|
Three months ended March 31,
|
|||||
(In thousands, except per share data)
|
2014
|
2013
|
||||
Interest Income:
|
|
|
||||
Interest and fees on loans and leases
|
$
|
124,010
|
|
$
|
120,692
|
|
Taxable interest and dividends on securities
|
48,396
|
|
42,626
|
|
||
Income related to tax exempt securities
|
5,196
|
|
6,128
|
|
||
Loans held for sale
|
177
|
|
637
|
|
||
Total interest income
|
177,779
|
|
170,083
|
|
||
Interest Expense:
|
|
|
||||
Deposits
|
10,644
|
|
12,850
|
|
||
Securities sold under agreements to repurchase and other borrowings
|
5,205
|
|
5,055
|
|
||
Federal Home Loan Bank advances
|
3,847
|
|
4,539
|
|
||
Long-term debt
|
2,782
|
|
1,843
|
|
||
Total interest expense
|
22,478
|
|
24,287
|
|
||
Net interest income
|
155,301
|
|
145,796
|
|
||
Provision for loan and lease losses
|
9,000
|
|
7,500
|
|
||
Net interest income after provision for loan and lease losses
|
146,301
|
|
138,296
|
|
||
Non-interest Income:
|
|
|
||||
Deposit service fees
|
24,712
|
|
23,994
|
|
||
Loan related fees
|
4,482
|
|
4,585
|
|
||
Wealth and investment services
|
8,838
|
|
7,766
|
|
||
Mortgage banking activities
|
775
|
|
7,031
|
|
||
Increase in cash surrender value of life insurance policies
|
3,258
|
|
3,384
|
|
||
Net gain on sale of investment securities
|
4,336
|
|
106
|
|
||
Impairment loss recognized in earnings
|
(88
|
)
|
—
|
|
||
Other income
|
3,515
|
|
1,412
|
|
||
Total non-interest income
|
49,828
|
|
48,278
|
|
||
Non-interest Expense:
|
|
|
||||
Compensation and benefits
|
66,371
|
|
66,050
|
|
||
Occupancy
|
12,759
|
|
12,879
|
|
||
Technology and equipment
|
15,010
|
|
15,353
|
|
||
Intangible assets amortization
|
1,168
|
|
1,242
|
|
||
Marketing
|
3,180
|
|
4,811
|
|
||
Professional and outside services
|
2,702
|
|
2,150
|
|
||
Deposit insurance
|
5,311
|
|
5,174
|
|
||
Other expense
|
18,116
|
|
17,876
|
|
||
Total non-interest expense
|
124,617
|
|
125,535
|
|
||
Income before income tax expense
|
71,512
|
|
61,039
|
|
||
Income tax expense
|
21,089
|
|
18,922
|
|
||
Net income
|
50,423
|
|
42,117
|
|
||
Preferred stock dividends
|
(2,639
|
)
|
(2,886
|
)
|
||
Net income available to common shareholders
|
$
|
47,784
|
|
$
|
39,231
|
|
Net income per common share:
|
|
|
||||
|
|
|
||||
Basic
|
$
|
0.53
|
|
$
|
0.46
|
|
|
|
|
||||
Diluted
|
0.53
|
|
0.44
|
|
|
Three months ended March 31,
|
|||||
(In thousands)
|
2014
|
2013
|
||||
Net income
|
$
|
50,423
|
|
$
|
42,117
|
|
Other comprehensive income, net of tax
|
4,858
|
|
1,355
|
|
||
Comprehensive income
|
$
|
55,281
|
|
$
|
43,472
|
|
(In thousands, except per share data)
|
Preferred
Stock
|
Common
Stock
|
Paid-In
Capital
|
Retained
Earnings
|
Treasury
Stock
|
Accumulated
Other
Comprehensive
Loss
|
Total
Equity
|
||||||||||||||
Balance at December 31, 2013
|
$
|
151,649
|
|
$
|
934
|
|
$
|
1,125,584
|
|
$
|
1,080,488
|
|
$
|
(100,918
|
)
|
$
|
(48,549
|
)
|
$
|
2,209,188
|
|
Net income
|
—
|
|
—
|
|
—
|
|
50,423
|
|
—
|
|
—
|
|
50,423
|
|
|||||||
Other comprehensive income, net of tax
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
4,858
|
|
4,858
|
|
|||||||
Dividends paid on common stock of $0.15 per share
|
—
|
|
—
|
|
—
|
|
(13,493
|
)
|
—
|
|
—
|
|
(13,493
|
)
|
|||||||
Dividends paid on Series A preferred stock $21.25 per share
|
—
|
|
—
|
|
—
|
|
(615
|
)
|
—
|
|
—
|
|
(615
|
)
|
|||||||
Dividends paid on series E preferred stock $400.00 per share
|
—
|
|
—
|
|
—
|
|
(2,024
|
)
|
—
|
|
—
|
|
(2,024
|
)
|
|||||||
Repurchase of common stock
|
—
|
|
—
|
|
—
|
|
—
|
|
(10,067
|
)
|
—
|
|
(10,067
|
)
|
|||||||
Shares acquired related to employee share-based compensation plans
|
—
|
|
—
|
|
—
|
|
—
|
|
(2,098
|
)
|
—
|
|
(2,098
|
)
|
|||||||
Stock-based compensation, net of tax effects
|
—
|
|
—
|
|
1,093
|
|
(691
|
)
|
2,857
|
|
—
|
|
3,259
|
|
|||||||
Issuance of common stock
|
—
|
|
—
|
|
198
|
|
—
|
|
—
|
|
—
|
|
198
|
|
|||||||
Balance at March 31, 2014
|
$
|
151,649
|
|
$
|
934
|
|
$
|
1,126,875
|
|
$
|
1,114,088
|
|
$
|
(110,226
|
)
|
$
|
(43,691
|
)
|
$
|
2,239,629
|
|
|
|
|
|
|
|
|
|
||||||||||||||
(In thousands, except per share data)
|
Preferred
Stock
|
Common
Stock
|
Paid-In
Capital
|
Retained
Earnings
|
Treasury
Stock
|
Accumulated
Other
Comprehensive
Loss
|
Total
Equity
|
||||||||||||||
Balance at December 31, 2012
|
$
|
151,649
|
|
$
|
907
|
|
$
|
1,145,620
|
|
$
|
1,000,427
|
|
$
|
(172,807
|
)
|
$
|
(32,266
|
)
|
$
|
2,093,530
|
|
Net income
|
—
|
|
—
|
|
—
|
|
42,117
|
|
—
|
|
—
|
|
42,117
|
|
|||||||
Other comprehensive income, net of tax
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
1,355
|
|
1,355
|
|
|||||||
Dividends paid on common stock of $0.10 per share
|
—
|
|
—
|
|
—
|
|
(8,504
|
)
|
—
|
|
—
|
|
(8,504
|
)
|
|||||||
Dividends paid on Series A preferred stock $21.25 per share
|
—
|
|
—
|
|
—
|
|
(615
|
)
|
—
|
|
—
|
|
(615
|
)
|
|||||||
Dividends paid on series E preferred stock $448.89 per share
|
—
|
|
—
|
|
—
|
|
(2,271
|
)
|
—
|
|
—
|
|
(2,271
|
)
|
|||||||
Common stock warrants repurchased
|
—
|
|
—
|
|
(30
|
)
|
—
|
|
—
|
|
—
|
|
(30
|
)
|
|||||||
Shares acquired related to employee share-based compensation plans
|
—
|
|
—
|
|
—
|
|
—
|
|
(92
|
)
|
—
|
|
(92
|
)
|
|||||||
Stock-based compensation, net of tax
|
—
|
|
—
|
|
829
|
|
(1,010
|
)
|
2,678
|
|
—
|
|
2,497
|
|
|||||||
Issuance of common stock
|
—
|
|
26
|
|
(21,324
|
)
|
(36,255
|
)
|
57,697
|
|
—
|
|
144
|
|
|||||||
Balance at March 31, 2013
|
$
|
151,649
|
|
$
|
933
|
|
$
|
1,125,095
|
|
$
|
993,889
|
|
$
|
(112,524
|
)
|
$
|
(30,911
|
)
|
$
|
2,128,131
|
|
|
Three months ended March 31,
|
|||||
(In thousands)
|
2014
|
2013
|
||||
Operating Activities:
|
|
|
||||
Net income
|
$
|
50,423
|
|
$
|
42,117
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
||||
Provision for loan and lease losses
|
9,000
|
|
7,500
|
|
||
Deferred tax expense
|
7,423
|
|
12,256
|
|
||
Depreciation and amortization
|
8,418
|
|
9,283
|
|
||
Amortization of earning assets and funding premium/discount, net
|
11,606
|
|
17,544
|
|
||
Stock-based compensation
|
2,773
|
|
2,473
|
|
||
Excess tax benefits from stock-based compensation
|
(507
|
)
|
(20
|
)
|
||
Gain on sale, net of write-down, on foreclosed and repossessed assets
|
(260
|
)
|
(284
|
)
|
||
Loss on sale, net of write-down, on premises and equipment
|
58
|
|
83
|
|
||
Impairment loss recognized in earnings
|
88
|
|
—
|
|
||
(Gain) loss on fair value adjustment of alternative investments
|
(18
|
)
|
264
|
|
||
Loss (gain) on fair value adjustment of derivative instruments
|
275
|
|
(52
|
)
|
||
Net gain on the sale of investment securities
|
(4,336
|
)
|
(106
|
)
|
||
Increase in cash surrender value of life insurance policies
|
(3,258
|
)
|
(3,384
|
)
|
||
Gain from life insurance policies
|
—
|
|
(653
|
)
|
||
Gain on sale of loans held for sale
|
(775
|
)
|
(7,031
|
)
|
||
Proceeds from sale of loans held for sale
|
65,643
|
|
244,386
|
|
||
Originations of loans held for sale
|
(58,560
|
)
|
(228,984
|
)
|
||
Net (increase) decrease in accrued interest receivable and other assets
|
(17,328
|
)
|
2,986
|
|
||
Net decrease in accrued expenses and other liabilities
|
(8,726
|
)
|
(32,575
|
)
|
||
Net cash provided by operating activities
|
61,939
|
|
65,803
|
|
||
Investing Activities:
|
|
|
||||
Net (increase) decrease in interest-bearing deposits
|
(6,219
|
)
|
46,853
|
|
||
Purchases of available for sale securities
|
(9,908
|
)
|
(482,860
|
)
|
||
Proceeds from maturities and principal payments of available for sale securities
|
96,983
|
|
216,013
|
|
||
Proceeds from sales of available for sale securities
|
21,695
|
|
11,771
|
|
||
Purchases of held-to-maturity securities
|
(225,839
|
)
|
(215,783
|
)
|
||
Proceeds from maturities and principal payments of held-to-maturity securities
|
131,364
|
|
207,321
|
|
||
Net purchase of Federal Home Loan Bank stock
|
(7,255
|
)
|
(3,248
|
)
|
||
Net (increase) decrease in loans
|
(304,732
|
)
|
6,836
|
|
||
Proceeds from life insurance policies
|
—
|
|
1,768
|
|
||
Proceeds from the sale of foreclosed properties and repossessed assets
|
2,824
|
|
1,748
|
|
||
Proceeds from the sale of premises and equipment
|
—
|
|
226
|
|
||
Purchases of premises and equipment
|
(7,970
|
)
|
(1,758
|
)
|
||
Net cash used for investing activities
|
(309,057
|
)
|
(211,113
|
)
|
||
Financing Activities:
|
|
|
||||
Net increase in deposits
|
185,569
|
|
93,047
|
|
||
Proceeds from Federal Home Loan Bank advances
|
1,401,234
|
|
900,000
|
|
||
Repayments of Federal Home Loan Bank advances
|
(1,250,043
|
)
|
(825,043
|
)
|
||
Net decrease in securities sold under agreements to repurchase and other borrowings
|
(183,780
|
)
|
(42,393
|
)
|
||
Issuance of long-term debt
|
150,000
|
|
—
|
|
||
Repayment of long-term debt
|
—
|
|
(102,579
|
)
|
||
Cash dividends paid to common shareholders
|
(13,493
|
)
|
(8,504
|
)
|
||
Cash dividends paid to preferred shareholders
|
(2,639
|
)
|
(2,886
|
)
|
||
Excess tax benefits from stock-based compensation
|
507
|
|
20
|
|
||
Issuance of common stock
|
198
|
|
144
|
|
||
Repurchases of common stock
|
(10,067
|
)
|
—
|
|
||
Shares acquired related to employee share-based compensation plans
|
(2,098
|
)
|
(92
|
)
|
||
Common stock warrants repurchased
|
—
|
|
(30
|
)
|
||
Net cash provided by financing activities
|
275,388
|
|
11,684
|
|
|
Three months ended March 31,
|
|||||
(In thousands)
|
2014
|
2013
|
||||
Net increase (decrease) in cash and due from banks
|
28,270
|
|
(133,626
|
)
|
||
Cash and due from banks at beginning of period
|
223,616
|
|
252,283
|
|
||
Cash and due from banks at end of period
|
$
|
251,886
|
|
$
|
118,657
|
|
|
|
|
||||
Supplemental disclosure of cash flow information:
|
|
|
||||
Interest paid
|
$
|
19,419
|
|
$
|
23,828
|
|
Income taxes paid
|
9,764
|
|
6,929
|
|
||
Noncash investing and financing activities:
|
|
|
||||
Transfer of loans and leases, net to foreclosed properties and repossessed assets
|
$
|
1,661
|
|
$
|
2,627
|
|
|
At March 31, 2014
|
||||||||||||||||||||
|
|
Recognized in OCI
|
|
Not Recognized in OCI
|
|
||||||||||||||||
(In thousands)
|
Amortized
Cost
|
Gross
Unrealized
Gains
|
Gross
Unrealized
Losses
|
Carrying
Value
|
Gross
Unrealized
Gains
|
Gross
Unrealized
Losses
|
Fair Value
|
||||||||||||||
Available for sale:
|
|
|
|
|
|
|
|
||||||||||||||
U.S. Treasury Bills
|
$
|
425
|
|
$
|
—
|
|
$
|
—
|
|
$
|
425
|
|
$
|
—
|
|
$
|
—
|
|
$
|
425
|
|
Agency collateralized mortgage obligations (“CMOs”)
|
736,820
|
|
12,266
|
|
(1,595
|
)
|
747,491
|
|
—
|
|
—
|
|
747,491
|
|
|||||||
Agency mortgage-backed securities (“MBS”)
|
1,220,847
|
|
10,420
|
|
(37,788
|
)
|
1,193,479
|
|
—
|
|
—
|
|
1,193,479
|
|
|||||||
Agency commercial mortgage-backed securities (“ACMBS”)
|
81,341
|
|
—
|
|
(915
|
)
|
80,426
|
|
—
|
|
—
|
|
80,426
|
|
|||||||
Commercial mortgage-backed securities (“CMBS”)
|
436,217
|
|
27,913
|
|
(313
|
)
|
463,817
|
|
—
|
|
—
|
|
463,817
|
|
|||||||
Collateralized loan obligations ("CLOs")
(1)
|
357,374
|
|
443
|
|
—
|
|
357,817
|
|
—
|
|
—
|
|
357,817
|
|
|||||||
Pooled trust preferred securities
(2)
|
14,551
|
|
—
|
|
(2,610
|
)
|
11,941
|
|
—
|
|
—
|
|
11,941
|
|
|||||||
Single issuer trust preferred securities
|
41,849
|
|
—
|
|
(4,912
|
)
|
36,937
|
|
—
|
|
—
|
|
36,937
|
|
|||||||
Corporate debt securities
|
108,339
|
|
4,603
|
|
—
|
|
112,942
|
|
—
|
|
—
|
|
112,942
|
|
|||||||
Equity securities - financial institutions
(3)
|
2,314
|
|
1,267
|
|
—
|
|
3,581
|
|
—
|
|
—
|
|
3,581
|
|
|||||||
Total available for sale
|
$
|
3,000,077
|
|
$
|
56,912
|
|
$
|
(48,133
|
)
|
$
|
3,008,856
|
|
$
|
—
|
|
$
|
—
|
|
$
|
3,008,856
|
|
Held-to-maturity:
|
|
|
|
|
|
|
|
||||||||||||||
Agency CMOs
|
$
|
342,397
|
|
$
|
—
|
|
$
|
—
|
|
$
|
342,397
|
|
$
|
9,004
|
|
$
|
(762
|
)
|
$
|
350,639
|
|
Agency MBS
|
2,195,566
|
|
—
|
|
—
|
|
2,195,566
|
|
46,086
|
|
(41,319
|
)
|
2,200,333
|
|
|||||||
Agency CMBS
|
195,912
|
|
—
|
|
—
|
|
195,912
|
|
—
|
|
(1,542
|
)
|
194,370
|
|
|||||||
Municipal bonds and notes
|
416,903
|
|
—
|
|
—
|
|
416,903
|
|
13,131
|
|
(94
|
)
|
429,940
|
|
|||||||
CMBS
|
289,488
|
|
—
|
|
—
|
|
289,488
|
|
9,282
|
|
(3,705
|
)
|
295,065
|
|
|||||||
Private Label MBS
|
7,929
|
|
—
|
|
—
|
|
7,929
|
|
157
|
|
—
|
|
8,086
|
|
|||||||
Total held-to-maturity
|
$
|
3,448,195
|
|
$
|
—
|
|
$
|
—
|
|
$
|
3,448,195
|
|
$
|
77,660
|
|
$
|
(47,422
|
)
|
$
|
3,478,433
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Total investment securities
|
$
|
6,448,272
|
|
$
|
56,912
|
|
$
|
(48,133
|
)
|
$
|
6,457,051
|
|
$
|
77,660
|
|
$
|
(47,422
|
)
|
$
|
6,487,289
|
|
(1)
|
Amortized cost is net of
$2.7 million
of other-than-temporary impairments at
March 31, 2014
.
|
(2)
|
Amortized cost is net of
$7.0 million
of other-than-temporary impairment at
March 31, 2014
.
|
(3)
|
Amortized cost is net of
$20.4 million
of other-than-temporary impairment at
March 31, 2014
.
|
|
At December 31, 2013
|
||||||||||||||||||||
|
|
Recognized in OCI
|
|
Not Recognized in OCI
|
|
||||||||||||||||
(In thousands)
|
Amortized
Cost
|
Gross
Unrealized
Gains
|
Gross
Unrealized
Losses
|
Carrying
Value
|
Gross
Unrealized
Gains
|
Gross
Unrealized
Losses
|
Fair Value
|
||||||||||||||
Available for sale:
|
|
|
|
|
|
|
|
||||||||||||||
U.S. Treasury Bills
|
$
|
325
|
|
$
|
—
|
|
$
|
—
|
|
$
|
325
|
|
$
|
—
|
|
$
|
—
|
|
$
|
325
|
|
Agency CMOs
|
794,397
|
|
14,383
|
|
(1,868
|
)
|
806,912
|
|
—
|
|
—
|
|
806,912
|
|
|||||||
Agency MBS
|
1,265,276
|
|
9,124
|
|
(47,698
|
)
|
1,226,702
|
|
—
|
|
—
|
|
1,226,702
|
|
|||||||
Agency CMBS
|
71,759
|
|
—
|
|
(782
|
)
|
70,977
|
|
—
|
|
—
|
|
70,977
|
|
|||||||
CMBS
|
436,872
|
|
28,398
|
|
(996
|
)
|
464,274
|
|
—
|
|
—
|
|
464,274
|
|
|||||||
CLOs
(1)
|
357,326
|
|
315
|
|
—
|
|
357,641
|
|
—
|
|
—
|
|
357,641
|
|
|||||||
Pooled trust preferred securities
(2)
|
31,900
|
|
—
|
|
(3,410
|
)
|
28,490
|
|
—
|
|
—
|
|
28,490
|
|
|||||||
Single issuer trust preferred securities
|
41,807
|
|
—
|
|
(6,872
|
)
|
34,935
|
|
—
|
|
—
|
|
34,935
|
|
|||||||
Corporate debt securities
|
108,936
|
|
4,155
|
|
—
|
|
113,091
|
|
—
|
|
—
|
|
113,091
|
|
|||||||
Equity securities - financial institutions
(3)
|
2,314
|
|
1,270
|
|
—
|
|
3,584
|
|
—
|
|
—
|
|
3,584
|
|
|||||||
Total available for sale
|
$
|
3,110,912
|
|
$
|
57,645
|
|
$
|
(61,626
|
)
|
$
|
3,106,931
|
|
$
|
—
|
|
$
|
—
|
|
$
|
3,106,931
|
|
Held-to-maturity:
|
|
|
|
|
|
|
|
||||||||||||||
Agency CMOs
|
$
|
365,081
|
|
$
|
—
|
|
$
|
—
|
|
$
|
365,081
|
|
$
|
10,135
|
|
$
|
(1,009
|
)
|
$
|
374,207
|
|
Agency MBS
|
2,130,685
|
|
—
|
|
—
|
|
2,130,685
|
|
43,315
|
|
(53,188
|
)
|
2,120,812
|
|
|||||||
Agency CMBS
|
115,995
|
|
—
|
|
—
|
|
115,995
|
|
44
|
|
(818
|
)
|
115,221
|
|
|||||||
Municipal bonds and notes
|
448,405
|
|
—
|
|
—
|
|
448,405
|
|
11,104
|
|
(1,228
|
)
|
458,281
|
|
|||||||
CMBS
|
290,057
|
|
—
|
|
—
|
|
290,057
|
|
8,635
|
|
(4,975
|
)
|
293,717
|
|
|||||||
Private Label MBS
|
8,498
|
|
—
|
|
—
|
|
8,498
|
|
176
|
|
—
|
|
8,674
|
|
|||||||
Total held-to-maturity
|
$
|
3,358,721
|
|
$
|
—
|
|
$
|
—
|
|
$
|
3,358,721
|
|
$
|
73,409
|
|
$
|
(61,218
|
)
|
$
|
3,370,912
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Total investment securities
|
$
|
6,469,633
|
|
$
|
57,645
|
|
$
|
(61,626
|
)
|
$
|
6,465,652
|
|
$
|
73,409
|
|
$
|
(61,218
|
)
|
$
|
6,477,843
|
|
(1)
|
Amortized cost is net of
$2.6 million
of other-than-temporary impairment at
December 31, 2013
.
|
(2)
|
Amortized cost is net of
$14.0 million
of other-than-temporary impairment at
December 31, 2013
.
|
(3)
|
Amortized cost is net of
$20.4 million
of other-than-temporary impairment at
December 31, 2013
.
|
|
Available for Sale
|
|
Held-to-Maturity
|
||||||||||
(In thousands)
|
Amortized
Cost
|
Fair
Value
|
|
Amortized
Cost
|
Fair
Value
|
||||||||
Due in one year or less
|
$
|
425
|
|
$
|
425
|
|
|
$
|
15
|
|
$
|
16
|
|
Due after one year through five years
|
100,425
|
|
104,611
|
|
|
77,810
|
|
81,779
|
|
||||
Due after five through ten years
|
237,962
|
|
238,841
|
|
|
83,064
|
|
85,931
|
|
||||
Due after ten years
|
2,658,951
|
|
2,661,398
|
|
|
3,287,306
|
|
3,310,707
|
|
||||
Total debt securities
|
$
|
2,997,763
|
|
$
|
3,005,275
|
|
|
$
|
3,448,195
|
|
$
|
3,478,433
|
|
|
At March 31, 2014
|
||||||||||||||||||
|
Less Than Twelve Months
|
Twelve Months or Longer
|
Total
|
||||||||||||||||
(Dollars in thousands)
|
Fair
Value
|
Unrealized
Losses
|
Fair
Value
|
Unrealized
Losses
|
# of
Holdings
|
Fair
Value
|
Unrealized
Losses
|
||||||||||||
Available for sale:
|
|
|
|
|
|
|
|
||||||||||||
Agency CMOs
|
$
|
117,472
|
|
$
|
(1,475
|
)
|
$
|
8,350
|
|
$
|
(120
|
)
|
11
|
$
|
125,822
|
|
$
|
(1,595
|
)
|
Agency MBS
|
535,508
|
|
(21,128
|
)
|
294,392
|
|
(16,660
|
)
|
82
|
829,900
|
|
(37,788
|
)
|
||||||
Agency CMBS
|
80,426
|
|
(915
|
)
|
—
|
|
—
|
|
4
|
80,426
|
|
(915
|
)
|
||||||
CMBS
|
32,532
|
|
(291
|
)
|
4,387
|
|
(22
|
)
|
5
|
36,919
|
|
(313
|
)
|
||||||
Pooled trust preferred securities
|
—
|
|
—
|
|
11,941
|
|
(2,610
|
)
|
2
|
11,941
|
|
(2,610
|
)
|
||||||
Single issuer trust preferred securities
|
4,100
|
|
(65
|
)
|
32,837
|
|
(4,847
|
)
|
8
|
36,937
|
|
(4,912
|
)
|
||||||
Total available for sale in an unrealized loss position
|
$
|
770,038
|
|
$
|
(23,874
|
)
|
$
|
351,907
|
|
$
|
(24,259
|
)
|
112
|
$
|
1,121,945
|
|
$
|
(48,133
|
)
|
Held-to-maturity:
|
|
|
|
|
|
|
|
||||||||||||
Agency CMOs
|
$
|
51,439
|
|
$
|
(762
|
)
|
$
|
—
|
|
$
|
—
|
|
3
|
$
|
51,439
|
|
$
|
(762
|
)
|
Agency MBS
|
1,019,663
|
|
(32,170
|
)
|
167,623
|
|
(9,149
|
)
|
89
|
1,187,286
|
|
(41,319
|
)
|
||||||
Agency CMBS
|
194,371
|
|
(1,542
|
)
|
—
|
|
—
|
|
9
|
194,371
|
|
(1,542
|
)
|
||||||
Municipal bonds and notes
|
8,302
|
|
(62
|
)
|
2,166
|
|
(32
|
)
|
14
|
10,468
|
|
(94
|
)
|
||||||
CMBS
|
62,338
|
|
(2,917
|
)
|
14,936
|
|
(788
|
)
|
8
|
77,274
|
|
(3,705
|
)
|
||||||
Total held-to-maturity in an unrealized loss position
|
$
|
1,336,113
|
|
$
|
(37,453
|
)
|
$
|
184,725
|
|
$
|
(9,969
|
)
|
123
|
$
|
1,520,838
|
|
$
|
(47,422
|
)
|
|
|
|
|
|
|
|
|
||||||||||||
Total investment securities in an unrealized loss position
|
$
|
2,106,151
|
|
$
|
(61,327
|
)
|
$
|
536,632
|
|
$
|
(34,228
|
)
|
235
|
$
|
2,642,783
|
|
$
|
(95,555
|
)
|
|
At December 31, 2013
|
||||||||||||||||||
|
Less Than Twelve Months
|
Twelve Months or Longer
|
Total
|
||||||||||||||||
(Dollars in thousands)
|
Fair
Value
|
Unrealized
Losses
|
Fair
Value
|
Unrealized
Losses
|
# of
Holdings
|
Fair
Value
|
Unrealized
Losses
|
||||||||||||
Available for sale:
|
|
|
|
|
|
|
|
||||||||||||
Agency CMOs
|
$
|
149,894
|
|
$
|
(1,713
|
)
|
$
|
9,011
|
|
$
|
(155
|
)
|
15
|
$
|
158,905
|
|
$
|
(1,868
|
)
|
Agency MBS
|
616,286
|
|
(29,537
|
)
|
279,680
|
|
(18,161
|
)
|
88
|
895,966
|
|
(47,698
|
)
|
||||||
Agency CMBS
|
70,977
|
|
(782
|
)
|
—
|
|
—
|
|
3
|
70,977
|
|
(782
|
)
|
||||||
CMBS
|
52,340
|
|
(996
|
)
|
—
|
|
—
|
|
7
|
52,340
|
|
(996
|
)
|
||||||
Pooled trust preferred securities
|
—
|
|
—
|
|
11,141
|
|
(3,410
|
)
|
2
|
11,141
|
|
(3,410
|
)
|
||||||
Single issuer trust preferred securities
|
3,777
|
|
(381
|
)
|
31,158
|
|
(6,491
|
)
|
8
|
34,935
|
|
(6,872
|
)
|
||||||
Total available for sale in an unrealized loss position
|
$
|
893,274
|
|
$
|
(33,409
|
)
|
$
|
330,990
|
|
$
|
(28,217
|
)
|
123
|
$
|
1,224,264
|
|
$
|
(61,626
|
)
|
Held-to-maturity:
|
|
|
|
|
|
|
|
||||||||||||
Agency CMOs
|
$
|
53,789
|
|
$
|
(1,009
|
)
|
$
|
—
|
|
$
|
—
|
|
4
|
$
|
53,789
|
|
$
|
(1,009
|
)
|
Agency MBS
|
1,045,693
|
|
(42,181
|
)
|
170,780
|
|
(11,007
|
)
|
94
|
1,216,473
|
|
(53,188
|
)
|
||||||
Agency CMBS
|
90,218
|
|
(818
|
)
|
—
|
|
—
|
|
4
|
90,218
|
|
(818
|
)
|
||||||
Municipal bonds and notes
|
46,587
|
|
(1,193
|
)
|
2,166
|
|
(35
|
)
|
51
|
48,753
|
|
(1,228
|
)
|
||||||
CMBS
|
106,527
|
|
(4,059
|
)
|
14,832
|
|
(916
|
)
|
11
|
121,359
|
|
(4,975
|
)
|
||||||
Total held-to-maturity in an unrealized loss position
|
$
|
1,342,814
|
|
$
|
(49,260
|
)
|
$
|
187,778
|
|
$
|
(11,958
|
)
|
164
|
$
|
1,530,592
|
|
$
|
(61,218
|
)
|
|
|
|
|
|
|
|
|
||||||||||||
Total investment securities in an unrealized loss position
|
$
|
2,236,088
|
|
$
|
(82,669
|
)
|
$
|
518,768
|
|
$
|
(40,175
|
)
|
287
|
$
|
2,754,856
|
|
$
|
(122,844
|
)
|
(Dollars in thousands)
|
Class
|
Amortized
Cost
(1)
|
Gross
Unrealized
Losses
|
Fair
Value
|
Lowest Credit
Ratings as of
March 31,
2014
(2)
|
Total OTTI through March 31,
2014
|
% of
Performing
Bank
Issuers
|
Deferrals/
Defaults
(As a % of
Current
Collateral)
|
||||||||||
Deal Name:
|
|
|
|
|
|
|
|
|
||||||||||
Security K
|
A
|
$
|
7,456
|
|
$
|
(1,060
|
)
|
$
|
6,396
|
|
CCC
|
$
|
(2,040
|
)
|
80.9
|
%
|
29.3
|
%
|
Security M
|
A
|
7,095
|
|
(1,550
|
)
|
5,545
|
|
D
|
(4,926
|
)
|
62.9
|
%
|
35.7
|
%
|
||||
Pooled trust preferred securities
|
|
$
|
14,551
|
|
$
|
(2,610
|
)
|
$
|
11,941
|
|
|
$
|
(6,966
|
)
|
|
|
(1)
|
F
or the securities previously deemed impaired, the amortized cost is reflective of previous OTTI recognized in earnings.
|
(2)
|
The Company utilized credit ratings provided by Moody’s and S&P in its evaluation of issuers.
|
(Dollars in thousands)
|
Amortized
Cost
|
Gross
Unrealized
Losses
|
Fair
Value
|
Lowest Credit
Ratings as of
March 31, 2014
(1)
|
||||||
Deal Name:
|
|
|
|
|
||||||
Security B
|
$
|
6,941
|
|
$
|
(941
|
)
|
$
|
6,000
|
|
BB
|
Security C
|
8,727
|
|
(901
|
)
|
7,826
|
|
BBB
|
|||
Security E
|
11,830
|
|
(879
|
)
|
10,951
|
|
BBB
|
|||
Security F
|
14,351
|
|
(2,191
|
)
|
12,160
|
|
BBB
|
|||
Single issuer trust preferred securities
|
$
|
41,849
|
|
$
|
(4,912
|
)
|
$
|
36,937
|
|
|
(1)
|
The Company utilized credit ratings provided by Moody’s and S&P in its evaluation of issuers.
|
|
Three months ended March 31,
|
||||||
(In thousands)
|
2014
|
|
2013
|
||||
Balance of OTTI, beginning of period
|
$
|
16,633
|
|
|
$
|
10,460
|
|
Reduction for securities sold
|
(7,056
|
)
|
|
—
|
|
||
Additions for OTTI not previously recognized
|
88
|
|
|
—
|
|
||
Balance of OTTI, end of period
|
$
|
9,665
|
|
|
$
|
10,460
|
|
|
Three months ended March 31,
|
||||||
(In thousands)
|
2014
|
|
2013
|
||||
Available for sale:
|
|
|
|
||||
Agency MBS
|
$
|
—
|
|
|
$
|
11,771
|
|
Pooled trust preferred securities
|
21,695
|
|
|
—
|
|
||
Available for sale securities
|
$
|
21,695
|
|
|
$
|
11,771
|
|
|
Three months ended March 31,
|
||||||||||||||||||||||||
|
2014
|
|
2013
|
||||||||||||||||||||||
(In thousands)
|
Gains
|
Losses
|
OTTI Charges
|
Net
|
|
Gains
|
Losses
|
OTTI Charges
|
Net
|
||||||||||||||||
Available for sale:
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Agency MBS
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
|
$
|
106
|
|
$
|
—
|
|
$
|
—
|
|
$
|
106
|
|
CLOs
|
—
|
|
—
|
|
(88
|
)
|
(88
|
)
|
|
—
|
|
—
|
|
—
|
|
—
|
|
||||||||
Pooled trust preferred securities
|
4,336
|
|
—
|
|
—
|
|
4,336
|
|
|
—
|
|
—
|
|
—
|
|
—
|
|
||||||||
Available for sale securities
|
$
|
4,336
|
|
$
|
—
|
|
$
|
(88
|
)
|
$
|
4,248
|
|
|
$
|
106
|
|
$
|
—
|
|
$
|
—
|
|
$
|
106
|
|
|
At March 31, 2014
|
|||||||||||||||||
(In thousands)
|
Residential
|
Consumer
|
Commercial
|
Commercial
Real Estate
(1)
|
Equipment
Financing
|
Total
(2)
|
||||||||||||
Recorded Investment:
|
|
|
|
|
|
|
||||||||||||
Individually evaluated for impairment
|
$
|
142,665
|
|
$
|
52,358
|
|
$
|
48,159
|
|
$
|
106,831
|
|
$
|
183
|
|
$
|
350,196
|
|
Collectively evaluated for impairment
|
3,224,150
|
|
2,480,345
|
|
3,475,982
|
|
3,044,995
|
|
457,486
|
|
12,682,958
|
|
||||||
Recorded investment in loans and leases
|
3,366,815
|
|
2,532,703
|
|
3,524,141
|
|
3,151,826
|
|
457,669
|
|
13,033,154
|
|
||||||
Less: Accrued interest
|
10,276
|
|
7,620
|
|
12,303
|
|
8,213
|
|
—
|
|
38,412
|
|
||||||
Loans and leases
|
$
|
3,356,539
|
|
$
|
2,525,083
|
|
$
|
3,511,838
|
|
$
|
3,143,613
|
|
$
|
457,669
|
|
$
|
12,994,742
|
|
|
At December 31, 2013
|
|||||||||||||||||
(In thousands)
|
Residential
|
Consumer
|
Commercial
|
Commercial
Real Estate
(1)
|
Equipment
Financing
|
Total
(2)
|
||||||||||||
Recorded Investment:
|
|
|
|
|
|
|
||||||||||||
Individually evaluated for impairment
|
$
|
142,871
|
|
$
|
52,179
|
|
$
|
52,199
|
|
$
|
105,046
|
|
$
|
210
|
|
$
|
352,505
|
|
Collectively evaluated for impairment
|
3,228,688
|
|
2,492,353
|
|
3,241,045
|
|
2,961,378
|
|
460,240
|
|
12,383,704
|
|
||||||
Recorded investment in loans and leases
|
3,371,559
|
|
2,544,532
|
|
3,293,244
|
|
3,066,424
|
|
460,450
|
|
12,736,209
|
|
||||||
Less: Accrued interest
|
10,134
|
|
7,844
|
|
10,393
|
|
8,062
|
|
—
|
|
36,433
|
|
||||||
Loans and leases
|
$
|
3,361,425
|
|
$
|
2,536,688
|
|
$
|
3,282,851
|
|
$
|
3,058,362
|
|
$
|
460,450
|
|
$
|
12,699,776
|
|
(1)
|
Includes certain loans individually evaluated for impairment, under the Company's loan policy, that were deemed not to be impaired at both
March 31, 2014
and
December 31, 2013
.
|
(2)
|
Loans and leases include net deferred fees and unamortized premiums of
$12.4 million
and
$13.3 million
at
March 31, 2014
and
December 31, 2013
, respectively.
|
|
At March 31, 2014
|
||||||||||||||||||||
(In thousands)
|
30-59 Days
Past Due and
Accruing
|
60-89 Days
Past Due and
Accruing
|
> 90 Days Past Due
and Accruing
|
Non-accrual
|
Total Past Due and Non-accrual
|
Current
|
Total Loans
and Leases
|
||||||||||||||
Residential:
|
|
|
|
|
|
|
|
||||||||||||||
1-4 family
(1)
|
$
|
13,044
|
|
$
|
6,203
|
|
$
|
—
|
|
$
|
65,752
|
|
$
|
84,999
|
|
$
|
3,233,394
|
|
$
|
3,318,393
|
|
Construction
|
—
|
|
—
|
|
—
|
|
743
|
|
743
|
|
47,679
|
|
48,422
|
|
|||||||
Consumer:
|
|
|
|
|
|
|
|
||||||||||||||
Home equity
(1)
|
10,908
|
|
3,182
|
|
—
|
|
38,658
|
|
52,748
|
|
2,313,661
|
|
2,366,409
|
|
|||||||
Liquidating-home equity
|
2,009
|
|
364
|
|
—
|
|
5,910
|
|
8,283
|
|
95,648
|
|
103,931
|
|
|||||||
Other consumer
|
372
|
|
326
|
|
—
|
|
102
|
|
800
|
|
61,563
|
|
62,363
|
|
|||||||
Commercial:
|
|
|
|
|
|
|
|
||||||||||||||
Commercial non-mortgage
|
5,927
|
|
2,073
|
|
391
|
|
12,899
|
|
21,290
|
|
2,915,700
|
|
2,936,990
|
|
|||||||
Asset-based
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
587,151
|
|
587,151
|
|
|||||||
Commercial real estate:
|
|
|
|
|
|
|
|
||||||||||||||
Commercial real estate
|
1,778
|
|
715
|
|
470
|
|
15,957
|
|
18,920
|
|
2,951,269
|
|
2,970,189
|
|
|||||||
Commercial construction
|
234
|
|
—
|
|
—
|
|
4,085
|
|
4,319
|
|
177,318
|
|
181,637
|
|
|||||||
Equipment financing
|
682
|
|
17
|
|
—
|
|
1,325
|
|
2,024
|
|
455,645
|
|
457,669
|
|
|||||||
Total
|
$
|
34,954
|
|
$
|
12,880
|
|
$
|
861
|
|
$
|
145,431
|
|
$
|
194,126
|
|
$
|
12,839,028
|
|
$
|
13,033,154
|
|
|
At December 31, 2013
|
||||||||||||||||||||
(In thousands)
|
30-59 Days
Past Due and
Accruing
|
60-89 Days
Past Due and
Accruing
|
> 90 Days Past Due
and Accruing
|
Non-accrual
|
Total Past Due and Non-accrual
|
Current
|
Total Loans
and Leases
|
||||||||||||||
Residential:
|
|
|
|
|
|
|
|
||||||||||||||
1-4 family
|
$
|
11,721
|
|
$
|
6,476
|
|
$
|
—
|
|
$
|
81,133
|
|
$
|
99,330
|
|
$
|
3,226,077
|
|
$
|
3,325,407
|
|
Construction
|
—
|
|
363
|
|
—
|
|
387
|
|
750
|
|
45,402
|
|
46,152
|
|
|||||||
Consumer:
|
|
|
|
|
|
|
|
||||||||||||||
Home equity
|
13,892
|
|
4,696
|
|
—
|
|
45,517
|
|
64,105
|
|
2,312,874
|
|
2,376,979
|
|
|||||||
Liquidating-home equity
|
1,440
|
|
424
|
|
—
|
|
6,271
|
|
8,135
|
|
98,079
|
|
106,214
|
|
|||||||
Other consumer
|
462
|
|
193
|
|
—
|
|
140
|
|
795
|
|
60,543
|
|
61,338
|
|
|||||||
Commercial:
|
|
|
|
|
|
|
|
||||||||||||||
Commercial non-mortgage
|
3,208
|
|
984
|
|
4,305
|
|
10,946
|
|
19,443
|
|
2,712,870
|
|
2,732,313
|
|
|||||||
Asset-based
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
560,931
|
|
560,931
|
|
|||||||
Commercial real estate:
|
|
|
|
|
|
|
|
||||||||||||||
Commercial real estate
|
4,387
|
|
587
|
|
235
|
|
13,456
|
|
18,665
|
|
2,842,637
|
|
2,861,302
|
|
|||||||
Commercial construction
|
—
|
|
—
|
|
—
|
|
4,237
|
|
4,237
|
|
200,886
|
|
205,123
|
|
|||||||
Equipment financing
|
299
|
|
63
|
|
—
|
|
1,141
|
|
1,503
|
|
458,947
|
|
460,450
|
|
|||||||
Total
|
$
|
35,409
|
|
$
|
13,786
|
|
$
|
4,540
|
|
$
|
163,228
|
|
$
|
216,963
|
|
$
|
12,519,246
|
|
$
|
12,736,209
|
|
(1)
|
A total of
$17.6 million
residential and consumer loans were reclassified from non-accrual to accrual status in the
three months ended March 31, 2014
as a result of updated regulatory guidance issued in the first quarter of
2014
.
|
|
At or for the three months ended March 31, 2014
|
||||||||||||||||||||
(In thousands)
|
Residential
|
Consumer
|
Commercial
|
Commercial
Real Estate
|
Equipment
Financing
|
Unallocated
|
Total
|
||||||||||||||
Allowance for loan and lease losses:
|
|
|
|
|
|
|
|
||||||||||||||
Balance, beginning of period
|
$
|
20,580
|
|
$
|
39,551
|
|
$
|
47,706
|
|
$
|
29,883
|
|
$
|
3,912
|
|
$
|
10,941
|
|
$
|
152,573
|
|
Provision (benefit) charged to expense
|
(263
|
)
|
(489
|
)
|
7,579
|
|
3,173
|
|
(822
|
)
|
(178
|
)
|
9,000
|
|
|||||||
Losses charged off
|
(1,158
|
)
|
(4,886
|
)
|
(3,148
|
)
|
(2,405
|
)
|
—
|
|
—
|
|
(11,597
|
)
|
|||||||
Recoveries
|
260
|
|
1,113
|
|
973
|
|
479
|
|
799
|
|
—
|
|
3,624
|
|
|||||||
Balance, end of period
|
$
|
19,419
|
|
$
|
35,289
|
|
$
|
53,110
|
|
$
|
31,130
|
|
$
|
3,889
|
|
$
|
10,763
|
|
$
|
153,600
|
|
Individually evaluated for impairment
|
$
|
10,993
|
|
$
|
4,109
|
|
$
|
989
|
|
$
|
4,013
|
|
$
|
—
|
|
$
|
—
|
|
$
|
20,104
|
|
Collectively evaluated for impairment
|
$
|
8,426
|
|
$
|
31,180
|
|
$
|
52,121
|
|
$
|
27,117
|
|
$
|
3,889
|
|
$
|
10,763
|
|
$
|
133,496
|
|
|
At or for the three months ended March 31, 2013
|
||||||||||||||||||||
(In thousands)
|
Residential
|
Consumer
|
Commercial
|
Commercial
Real Estate
|
Equipment
Financing
|
Unallocated
|
Total
|
||||||||||||||
Allowance for loan and lease losses:
|
|
|
|
|
|
|
|
||||||||||||||
Balance, beginning of period
|
$
|
29,474
|
|
$
|
54,254
|
|
$
|
46,566
|
|
$
|
30,834
|
|
$
|
4,001
|
|
$
|
12,000
|
|
$
|
177,129
|
|
Provision (benefit) charged to expense
|
1,103
|
|
4,700
|
|
224
|
|
3,579
|
|
(1,106
|
)
|
(1,000
|
)
|
7,500
|
|
|||||||
Losses charged off
|
(2,936
|
)
|
(10,407
|
)
|
(4,339
|
)
|
(3,760
|
)
|
(87
|
)
|
—
|
|
(21,529
|
)
|
|||||||
Recoveries
|
250
|
|
1,822
|
|
1,599
|
|
241
|
|
828
|
|
—
|
|
4,740
|
|
|||||||
Balance, end of period
|
$
|
27,891
|
|
$
|
50,369
|
|
$
|
44,050
|
|
$
|
30,894
|
|
$
|
3,636
|
|
$
|
11,000
|
|
$
|
167,840
|
|
Individually evaluated for impairment
|
$
|
13,871
|
|
$
|
3,520
|
|
$
|
4,310
|
|
$
|
5,511
|
|
$
|
8
|
|
$
|
—
|
|
$
|
27,220
|
|
Collectively evaluated for impairment
|
$
|
14,020
|
|
$
|
46,849
|
|
$
|
39,740
|
|
$
|
25,383
|
|
$
|
3,628
|
|
$
|
11,000
|
|
$
|
140,620
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At March 31, 2014
|
||||||||||||||
(In thousands)
|
Unpaid
Principal
Balance
|
Total
Recorded
Investment
|
Recorded
Investment
No Allowance
|
Recorded
Investment
With Allowance
|
Related
Valuation
Allowance
|
||||||||||
Residential:
|
|
|
|
|
|
||||||||||
1-4 family
|
$
|
156,967
|
|
$
|
142,663
|
|
$
|
24,027
|
|
$
|
118,637
|
|
$
|
10,993
|
|
Construction
|
446
|
|
2
|
|
2
|
|
—
|
|
—
|
|
|||||
Consumer:
|
|
|
|
|
|
||||||||||
Home equity
|
52,969
|
|
45,895
|
|
23,693
|
|
22,202
|
|
3,512
|
|
|||||
Liquidating-home equity
|
8,109
|
|
6,463
|
|
3,668
|
|
2,795
|
|
597
|
|
|||||
Commercial:
|
|
|
|
|
|
||||||||||
Commercial non-mortgage
|
54,918
|
|
48,159
|
|
28,335
|
|
19,824
|
|
989
|
|
|||||
Commercial real estate:
|
|
|
|
|
|
||||||||||
Commercial real estate
|
94,252
|
|
92,484
|
|
38,010
|
|
54,474
|
|
4,013
|
|
|||||
Commercial construction
|
11,338
|
|
10,161
|
|
10,161
|
|
—
|
|
—
|
|
|||||
Equipment financing
|
182
|
|
183
|
|
183
|
|
—
|
|
—
|
|
|||||
Totals:
|
|
|
|
|
|
||||||||||
Residential
|
157,413
|
|
142,665
|
|
24,029
|
|
118,637
|
|
10,993
|
|
|||||
Consumer
|
61,078
|
|
52,358
|
|
27,361
|
|
24,997
|
|
4,109
|
|
|||||
Commercial
|
54,918
|
|
48,159
|
|
28,335
|
|
19,824
|
|
989
|
|
|||||
Commercial real estate
|
105,590
|
|
102,645
|
|
48,171
|
|
54,474
|
|
4,013
|
|
|||||
Equipment financing
|
182
|
|
183
|
|
183
|
|
—
|
|
—
|
|
|||||
Total
|
$
|
379,181
|
|
$
|
346,010
|
|
$
|
128,079
|
|
$
|
217,932
|
|
$
|
20,104
|
|
|
At December 31, 2013
|
||||||||||||||
(In thousands)
|
Unpaid
Principal
Balance
|
Total
Recorded
Investment
|
Recorded
Investment
No Allowance
|
Recorded
Investment
With Allowance
|
Related
Valuation
Allowance
|
||||||||||
Residential:
|
|
|
|
|
|
||||||||||
1-4 family
|
$
|
157,915
|
|
$
|
142,869
|
|
$
|
23,987
|
|
$
|
118,882
|
|
$
|
10,534
|
|
Construction
|
446
|
|
2
|
|
1
|
|
1
|
|
—
|
|
|||||
Consumer:
|
|
|
|
|
|
||||||||||
Home equity
|
54,991
|
|
45,577
|
|
23,622
|
|
21,955
|
|
3,926
|
|
|||||
Liquidating-home equity
|
8,895
|
|
6,602
|
|
3,701
|
|
2,901
|
|
669
|
|
|||||
Commercial:
|
|
|
|
|
|
||||||||||
Commercial non-mortgage
|
59,279
|
|
52,199
|
|
23,138
|
|
29,061
|
|
1,878
|
|
|||||
Commercial real estate:
|
|
|
|
|
|
||||||||||
Commercial real estate
|
95,013
|
|
90,976
|
|
42,774
|
|
48,202
|
|
3,444
|
|
|||||
Commercial construction
|
11,725
|
|
10,625
|
|
10,625
|
|
—
|
|
—
|
|
|||||
Equipment financing
|
249
|
|
210
|
|
210
|
|
—
|
|
—
|
|
|||||
Totals:
|
|
|
|
|
|
||||||||||
Residential
|
158,361
|
|
142,871
|
|
23,988
|
|
118,883
|
|
10,534
|
|
|||||
Consumer
|
63,886
|
|
52,179
|
|
27,323
|
|
24,856
|
|
4,595
|
|
|||||
Commercial
|
59,279
|
|
52,199
|
|
23,138
|
|
29,061
|
|
1,878
|
|
|||||
Commercial real estate
|
106,738
|
|
101,601
|
|
53,399
|
|
48,202
|
|
3,444
|
|
|||||
Equipment financing
|
249
|
|
210
|
|
210
|
|
—
|
|
—
|
|
|||||
Total
|
$
|
388,513
|
|
$
|
349,060
|
|
$
|
128,058
|
|
$
|
221,002
|
|
$
|
20,451
|
|
|
Three months ended March 31,
|
||||||||||||||||||
|
2014
|
|
2013
|
||||||||||||||||
(In thousands)
|
Average
Recorded
Investment
|
Accrued
Interest
Income
|
Cash Basis Interest Income
|
|
Average
Recorded
Investment
|
Accrued
Interest
Income
|
Cash Basis Interest Income
|
||||||||||||
Residential:
|
|
|
|
|
|
|
|
||||||||||||
1-4 family
|
$
|
142,766
|
|
$
|
1,192
|
|
$
|
324
|
|
|
$
|
146,088
|
|
$
|
996
|
|
$
|
478
|
|
Construction
|
2
|
|
—
|
|
—
|
|
|
261
|
|
2
|
|
—
|
|
||||||
Consumer:
|
|
|
|
|
|
|
|
||||||||||||
Home equity
|
45,736
|
|
318
|
|
263
|
|
|
47,794
|
|
201
|
|
370
|
|
||||||
Liquidating-home equity
|
6,533
|
|
52
|
|
61
|
|
|
6,957
|
|
38
|
|
80
|
|
||||||
Commercial:
|
|
|
|
|
|
|
|
||||||||||||
Commercial non-mortgage
|
50,179
|
|
628
|
|
—
|
|
|
66,415
|
|
708
|
|
—
|
|
||||||
Commercial real estate:
|
|
|
|
|
|
|
|
||||||||||||
Commercial real estate
|
91,730
|
|
801
|
|
—
|
|
|
130,631
|
|
1,401
|
|
—
|
|
||||||
Commercial construction
|
10,393
|
|
82
|
|
—
|
|
|
19,993
|
|
159
|
|
—
|
|
||||||
Equipment financing
|
197
|
|
3
|
|
—
|
|
|
1,811
|
|
7
|
|
—
|
|
||||||
Totals:
|
|
|
|
|
|
|
|
||||||||||||
Residential
|
142,768
|
|
1,192
|
|
324
|
|
|
146,349
|
|
998
|
|
478
|
|
||||||
Consumer
|
52,269
|
|
370
|
|
324
|
|
|
54,751
|
|
239
|
|
450
|
|
||||||
Commercial
|
50,179
|
|
628
|
|
—
|
|
|
66,415
|
|
708
|
|
—
|
|
||||||
Commercial real estate
|
102,123
|
|
883
|
|
—
|
|
|
150,624
|
|
1,560
|
|
—
|
|
||||||
Equipment financing
|
197
|
|
3
|
|
—
|
|
|
1,811
|
|
7
|
|
—
|
|
||||||
Total
|
$
|
347,536
|
|
$
|
3,076
|
|
$
|
648
|
|
|
$
|
419,950
|
|
$
|
3,512
|
|
$
|
928
|
|
|
Commercial
|
|
Commercial Real Estate
|
|
Equipment Financing
|
||||||||||||||||||
(In thousands)
|
At March 31,
2014 |
|
At December 31,
2013 |
|
At March 31,
2014 |
|
At December 31,
2013 |
|
At March 31,
2014 |
|
At December 31,
2013 |
||||||||||||
(1) - (6) Pass
|
$
|
3,327,191
|
|
|
$
|
3,091,154
|
|
|
$
|
3,020,591
|
|
|
$
|
2,947,116
|
|
|
$
|
436,952
|
|
|
$
|
437,033
|
|
(7) Special Mention
|
70,977
|
|
|
87,451
|
|
|
36,136
|
|
|
20,901
|
|
|
1,657
|
|
|
7,979
|
|
||||||
(8) Substandard
|
125,619
|
|
|
114,199
|
|
|
94,482
|
|
|
97,822
|
|
|
19,060
|
|
|
15,438
|
|
||||||
(9) Doubtful
|
354
|
|
|
440
|
|
|
617
|
|
|
585
|
|
|
—
|
|
|
—
|
|
||||||
(10) Loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Total
|
$
|
3,524,141
|
|
|
$
|
3,293,244
|
|
|
$
|
3,151,826
|
|
|
$
|
3,066,424
|
|
|
$
|
457,669
|
|
|
$
|
460,450
|
|
(Dollars in thousands)
|
At March 31,
2014 |
|
At December 31,
2013 |
||||
Recorded investment of TDRs:
|
|
|
|
||||
Accrual status
(1)
|
$
|
251,042
|
|
|
$
|
238,926
|
|
Non-accrual status
(1)
|
82,871
|
|
|
102,972
|
|
||
Total recorded investment of TDRs
|
$
|
333,913
|
|
|
$
|
341,898
|
|
Accruing TDRs performing under modified terms more than one year
|
67.4
|
%
|
|
58.2
|
%
|
||
Specific reserves for TDRs included in the balance of allowance for loan and lease losses
|
$
|
19,709
|
|
|
$
|
20,360
|
|
Additional funds committed to borrowers in TDR status
|
1,242
|
|
|
1,262
|
|
(1)
|
A total of
$17.6 million
residential and consumer loans were reclassified from non-accrual to accrual status in the
three months ended March 31, 2014
as a result of updated regulatory guidance issued in the first quarter of
2014
.
|
|
Three months ended March 31,
|
||||||||||||||||||||
|
2014
|
|
2013
|
||||||||||||||||||
|
Number of
Loans and
Leases
|
Pre-
Modification
Recorded
Investment
|
Post-Modification
|
|
Number of
Loans and
Leases
|
Pre-
Modification
Recorded
Investment
|
Post-Modification
|
||||||||||||||
(Dollars in thousands)
|
Recorded
Investment
|
Coupon
Rate
|
|
Recorded
Investment
|
Coupon
Rate
|
||||||||||||||||
Residential:
|
|
|
|
|
|
|
|
|
|
||||||||||||
1-4 family
|
26
|
|
$
|
5,599
|
|
$
|
5,599
|
|
4.6
|
%
|
|
32
|
|
$
|
6,413
|
|
$
|
6,413
|
|
3.9%
|
|
Consumer:
|
|
|
|
|
|
|
|
|
|
||||||||||||
Home equity
|
40
|
|
2,158
|
|
2,158
|
|
4.7
|
|
|
37
|
|
2,397
|
|
2,397
|
|
4.2
|
|
||||
Liquidating-home equity
|
1
|
|
62
|
|
62
|
|
5.0
|
|
|
5
|
|
89
|
|
89
|
|
7.3
|
|
||||
Commercial:
|
|
|
|
|
|
|
|
|
|
||||||||||||
Commercial non-mortgage
|
9
|
|
445
|
|
445
|
|
6.2
|
|
|
3
|
|
888
|
|
888
|
|
5.3
|
|
||||
Commercial real estate:
|
|
|
|
|
|
|
|
|
|
||||||||||||
Commercial real estate
|
—
|
|
—
|
|
—
|
|
—
|
|
|
2
|
|
11,675
|
|
11,675
|
|
2.7
|
|
||||
Commercial construction
|
—
|
|
—
|
|
—
|
|
—
|
|
|
2
|
|
189
|
|
189
|
|
5.3
|
|
||||
Total
|
76
|
|
$
|
8,264
|
|
$
|
8,264
|
|
4.7
|
%
|
|
81
|
|
$
|
21,651
|
|
$
|
21,651
|
|
3.4
|
%
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended March 31,
|
||||||||||||||||||||||||
|
2014
|
|
2013
|
||||||||||||||||||||||
(In thousands)
|
Extended
Maturity
|
Adjusted
Interest
Rates
|
Rate and
Maturity
|
Other
|
|
Extended
Maturity
|
Adjusted
Interest
Rates
|
Rate and
Maturity
|
Other
|
||||||||||||||||
Residential:
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
1-4 family
|
$
|
706
|
|
$
|
227
|
|
$
|
2,589
|
|
$
|
2,077
|
|
|
$
|
905
|
|
$
|
741
|
|
$
|
3,349
|
|
$
|
1,418
|
|
Consumer:
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Home equity
|
470
|
|
51
|
|
255
|
|
1,382
|
|
|
108
|
|
154
|
|
1,084
|
|
1,051
|
|
||||||||
Liquidating-home equity
|
—
|
|
—
|
|
—
|
|
62
|
|
|
—
|
|
—
|
|
—
|
|
89
|
|
||||||||
Commercial:
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Commercial non-mortgage
|
54
|
|
—
|
|
241
|
|
150
|
|
|
502
|
|
—
|
|
347
|
|
39
|
|
||||||||
Commercial real estate:
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Commercial real estate
|
—
|
|
—
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
11,675
|
|
—
|
|
||||||||
Commercial construction
|
—
|
|
—
|
|
—
|
|
—
|
|
|
189
|
|
—
|
|
—
|
|
—
|
|
||||||||
Total
|
$
|
1,230
|
|
$
|
278
|
|
$
|
3,085
|
|
$
|
3,671
|
|
|
$
|
1,704
|
|
$
|
895
|
|
$
|
16,455
|
|
$
|
2,597
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended March 31,
|
||||||||
|
2014
|
|
2013
|
||||||
(Dollars in thousands)
|
Number of
Loans and
Leases
|
Recorded
Investment
|
|
Number of
Loans and
Leases
|
Recorded
Investment
|
||||
Residential:
|
|
|
|
|
|
||||
1-4 family
|
6
|
$
|
645
|
|
|
1
|
$
|
198
|
|
Consumer:
|
|
|
|
|
|
||||
Home equity
|
3
|
190
|
|
|
4
|
87
|
|
||
Commercial:
|
|
|
|
|
|
||||
Commercial non-mortgage
|
1
|
76
|
|
|
—
|
—
|
|
||
Total
|
10
|
$
|
911
|
|
|
5
|
$
|
285
|
|
|
|
|
|
|
|
(In thousands)
|
At March 31,
2014 |
|
At December 31,
2013 |
||||
(1) - (6) Pass
|
$
|
55,454
|
|
|
$
|
55,973
|
|
(7) Special Mention
|
—
|
|
|
—
|
|
||
(8) Substandard
|
83,026
|
|
|
90,461
|
|
||
(9) Doubtful
|
409
|
|
|
414
|
|
||
(10) Loss
|
—
|
|
|
—
|
|
||
Total
|
$
|
138,889
|
|
|
$
|
146,848
|
|
|
Three months ended March 31,
|
|||||
(In thousands)
|
2014
|
2013
|
||||
Beginning balance
|
$
|
2,254
|
|
$
|
2,617
|
|
(Benefit) provision
|
(310
|
)
|
458
|
|
||
Loss on repurchased loans and settlements
|
(43
|
)
|
(981
|
)
|
||
Ending balance
|
$
|
1,901
|
|
$
|
2,094
|
|
|
Three months ended March 31,
|
|||||
(In thousands)
|
2014
|
2013
|
||||
Residential mortgage loans:
|
|
|
||||
Proceeds from the sale of loans held for sale
|
$
|
65,643
|
|
$
|
234,050
|
|
Net gain on sale included as mortgage banking activities
|
775
|
|
6,695
|
|
||
Loans sold with servicing rights retained
|
48,552
|
|
220,193
|
|
||
|
|
|
||||
Commercial loans:
|
|
|
||||
Proceeds from the sale of loans held for sale
|
—
|
|
10,336
|
|
||
Net gain on sale included as mortgage banking activities
|
—
|
|
336
|
|
(In thousands)
|
At March 31, 2014
|
|
At December 31, 2013
|
||||
Segment:
|
|
|
|
||||
Community Banking
|
$
|
516,560
|
|
|
$
|
516,560
|
|
Other
|
13,327
|
|
|
13,327
|
|
||
Goodwill
|
$
|
529,887
|
|
|
$
|
529,887
|
|
|
At March 31, 2014
|
|
At December 31, 2013
|
||||||||||||||||
(In thousands)
|
Gross Carrying
Amount
|
Accumulated
Amortization
|
Net Carrying
Amount
|
|
Gross Carrying
Amount
|
Accumulated
Amortization
|
Net Carrying
Amount
|
||||||||||||
Community Banking
|
$
|
49,420
|
|
$
|
(45,237
|
)
|
$
|
4,183
|
|
|
$
|
49,420
|
|
$
|
(44,069
|
)
|
$
|
5,351
|
|
(In thousands)
|
At March 31,
2014 |
|
At December 31,
2013 |
||||
Non-interest-bearing:
|
|
|
|
||||
Demand
|
$
|
3,028,625
|
|
|
$
|
3,128,152
|
|
Interest-bearing:
|
|
|
|
||||
Checking
|
1,958,027
|
|
|
1,934,291
|
|
||
Health savings accounts
|
1,719,890
|
|
|
1,533,310
|
|
||
Money market
|
2,133,036
|
|
|
2,167,593
|
|
||
Savings
|
3,920,171
|
|
|
3,863,930
|
|
||
Time deposits
|
2,280,240
|
|
|
2,227,144
|
|
||
Total interest-bearing
|
12,011,364
|
|
|
11,726,268
|
|
||
Total deposits
|
$
|
15,039,989
|
|
|
$
|
14,854,420
|
|
|
|
|
|
||||
Demand deposit overdrafts reclassified as loan balances
|
$
|
1,092
|
|
|
$
|
1,455
|
|
(In thousands)
|
At March 31,
2014 |
|
At December 31,
2013 |
||||
Interest-bearing checking obtained through brokers
|
$
|
54,358
|
|
|
$
|
57,817
|
|
Time deposits obtained through brokers
|
225,699
|
|
|
148,117
|
|
||
Total brokered deposits
|
$
|
280,057
|
|
|
$
|
205,934
|
|
(In thousands)
|
At March 31,
2014 |
|
At December 31,
2013 |
||||
Securities sold under agreements to repurchase:
|
|
|
|
||||
Original maturity of one year or less
|
$
|
338,882
|
|
|
$
|
359,662
|
|
Callable at the option of the counterparty
|
100,000
|
|
|
100,000
|
|
||
Non-callable
|
550,000
|
|
|
550,000
|
|
||
|
988,882
|
|
|
1,009,662
|
|
||
Other borrowings:
|
|
|
|
||||
Federal funds purchased
|
159,000
|
|
|
322,000
|
|
||
Securities sold under agreements to repurchase and other borrowings
|
$
|
1,147,882
|
|
|
$
|
1,331,662
|
|
|
At March 31, 2014
|
|
At December 31, 2013
|
||||||||
(Dollars in thousands)
|
Total
Outstanding
|
Weighted-
Average Contractual Coupon Rate
|
|
Total
Outstanding
|
Weighted-
Average Contractual Coupon Rate
|
||||||
FHLB advances maturing:
|
|
|
|
|
|
||||||
Within 1 year
|
$
|
1,701,234
|
|
0.23
|
%
|
|
$
|
1,550,000
|
|
0.25
|
%
|
After 1 but within 2 years
|
45,934
|
|
2.49
|
|
|
—
|
|
—
|
|
||
After 2 but within 3 years
|
100,000
|
|
1.48
|
|
|
145,934
|
|
1.80
|
|
||
After 3 but within 4 years
|
50,500
|
|
1.10
|
|
|
500
|
|
5.66
|
|
||
After 4 but within 5 years
|
150,000
|
|
1.46
|
|
|
200,000
|
|
1.36
|
|
||
After 5 years
|
155,883
|
|
1.23
|
|
|
155,926
|
|
1.25
|
|
||
|
2,203,551
|
|
0.51
|
%
|
|
2,052,360
|
|
0.54
|
%
|
||
Unamortized premiums
|
55
|
|
|
|
61
|
|
|
||||
Federal Home Loan Bank advances
|
$
|
2,203,606
|
|
|
|
$
|
2,052,421
|
|
|
(Dollars in thousands)
|
Maturity Date
|
|
Stated Interest Rate
|
|
At March 31,
2014 |
|
At December 31,
2013 |
||||
Senior fixed-rate notes
|
2014
|
|
5.125%
|
|
$
|
150,000
|
|
|
$
|
150,000
|
|
Senior fixed-rate notes
(1)
|
2024
|
|
4.375%
|
|
150,000
|
|
|
—
|
|
||
Junior subordinated debt Webster Statutory Trust I floating-rate notes
(2)
|
2033
|
|
3.183%
|
|
77,320
|
|
|
77,320
|
|
||
Total notes and subordinated debt
|
|
|
|
|
377,320
|
|
|
227,320
|
|
||
Unamortized discount, net
|
|
|
|
|
(1,174
|
)
|
|
(21
|
)
|
||
Hedge accounting adjustments
|
|
|
|
|
266
|
|
|
1,066
|
|
||
Long-term debt
|
|
|
|
|
$
|
376,412
|
|
|
$
|
228,365
|
|
(1)
|
On February 11, 2014, Webster completed an underwritten public offering of
$150.0 million
aggregate principal amount of
4.375%
senior notes maturing February 15, 2024. Webster received net proceeds of
$148.0 million
from the public offering.
|
(2)
|
The interest rate on Webster Statutory Trust I floating-rate notes, which varies quarterly based on 3-month LIBOR plus
2.95%
, was
3.183%
at
March 31, 2014
and
3.194%
at
December 31, 2013
.
|
|
Three months ended March 31, 2014
|
|||||||||||
(In thousands)
|
Available For Sale and Transferred Securities
|
Derivative Instruments
|
Defined Benefit Pension and Postretirement Benefit Plans
|
Total
|
||||||||
Beginning balance
|
$
|
(2,617
|
)
|
$
|
(18,206
|
)
|
$
|
(27,726
|
)
|
$
|
(48,549
|
)
|
Other comprehensive income (loss) before reclassifications
|
10,849
|
|
(5,151
|
)
|
467
|
|
6,165
|
|
||||
Amounts reclassified from accumulated other comprehensive (loss) income
|
(2,727
|
)
|
1,425
|
|
(5
|
)
|
(1,307
|
)
|
||||
Net current-period other comprehensive income (loss), net of tax
|
8,122
|
|
(3,726
|
)
|
462
|
|
4,858
|
|
||||
Ending balance
|
$
|
5,505
|
|
$
|
(21,932
|
)
|
$
|
(27,264
|
)
|
$
|
(43,691
|
)
|
|
Three months ended March 31, 2013
|
|||||||||||
(In thousands)
|
Available For Sale and Transferred Securities
|
Derivative Instruments
|
Defined Benefit Pension and Postretirement Benefit Plans
|
Total
|
||||||||
Beginning balance
|
$
|
42,741
|
|
$
|
(27,902
|
)
|
$
|
(47,105
|
)
|
$
|
(32,266
|
)
|
Other comprehensive (loss) income before reclassifications
|
(1,482
|
)
|
299
|
|
484
|
|
(699
|
)
|
||||
Amounts reclassified from accumulated other comprehensive (loss) income
|
(68
|
)
|
1,642
|
|
480
|
|
2,054
|
|
||||
Net current-period other comprehensive (loss) income, net of tax
|
(1,550
|
)
|
1,941
|
|
964
|
|
1,355
|
|
||||
Ending balance
|
$
|
41,191
|
|
$
|
(25,961
|
)
|
$
|
(46,141
|
)
|
$
|
(30,911
|
)
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended March 31,
|
|
|||||
|
2014
|
2013
|
|
||||
Details About Accumulated Other Comprehensive (Loss) Income Components
|
Amount Reclassified From Accumulated Other Comprehensive (Loss) Income
|
Amount Reclassified From Accumulated Other Comprehensive (Loss) Income
|
Affected Line Item in the Condensed Consolidated Statements Of Income
|
||||
(In thousands)
|
|
|
|
||||
Available for sale and transferred securities:
|
|
|
|
||||
Unrealized gains on available for sale securities
|
$
|
4,248
|
|
$
|
106
|
|
Net gain on sale of investment securities
|
Tax expense
|
(1,521
|
)
|
(38
|
)
|
Income tax expense
|
||
Net of tax
|
$
|
2,727
|
|
$
|
68
|
|
|
Derivative instruments:
|
|
|
|
||||
Cash flow hedges
|
$
|
(2,221
|
)
|
$
|
(2,558
|
)
|
Total interest expense
|
Tax benefit
|
796
|
|
916
|
|
Income tax expense
|
||
Net of tax
|
$
|
(1,425
|
)
|
$
|
(1,642
|
)
|
|
Defined benefit pension and postretirement benefit plans:
|
|
|
|
||||
Amortization of net loss
|
$
|
26
|
|
$
|
(729
|
)
|
Compensation and benefits
|
Prior service costs
|
(18
|
)
|
(18
|
)
|
Compensation and benefits
|
||
Tax (expense) benefit
|
(3
|
)
|
267
|
|
Income tax expense
|
||
Net of tax
|
$
|
5
|
|
$
|
(480
|
)
|
|
|
|
|
|
|
Capital
|
Capital Requirements
|
|||||||||||||
|
Actual
|
Minimum
|
Well Capitalized
|
||||||||||||
(Dollars in thousands)
|
Amount
|
Ratio
|
Amount
|
Ratio
|
Amount
|
Ratio
|
|||||||||
At March 31, 2014
|
|
|
|
|
|
|
|||||||||
Webster Financial Corporation
|
|
|
|
|
|
|
|||||||||
Total risk-based capital
|
$
|
1,993,167
|
|
14.2
|
%
|
$
|
1,123,098
|
|
8.0
|
%
|
$
|
1,403,873
|
|
10.0
|
%
|
Tier 1 capital
|
1,834,286
|
|
13.1
|
|
561,549
|
|
4.0
|
|
842,324
|
|
6.0
|
|
|||
Tier 1 leverage capital
|
1,834,286
|
|
9.0
|
|
817,764
|
|
4.0
|
|
1,022,205
|
|
5.0
|
|
|||
Webster Bank, N.A.
|
|
|
|
|
|
|
|||||||||
Total risk-based capital
|
$
|
1,872,624
|
|
13.4
|
%
|
$
|
1,120,842
|
|
8.0
|
%
|
$
|
1,401,053
|
|
10.0
|
%
|
Tier 1 capital
|
1,714,313
|
|
12.2
|
|
560,421
|
|
4.0
|
|
840,632
|
|
6.0
|
|
|||
Tier 1 leverage capital
|
1,714,313
|
|
8.4
|
|
816,670
|
|
4.0
|
|
1,020,838
|
|
5.0
|
|
|||
At December 31, 2013
|
|
|
|
|
|
|
|||||||||
Webster Financial Corporation
|
|
|
|
|
|
|
|||||||||
Total risk-based capital
|
$
|
1,965,171
|
|
14.2
|
%
|
$
|
1,106,203
|
|
8.0
|
%
|
$
|
1,382,754
|
|
10.0
|
%
|
Tier 1 capital
|
1,807,642
|
|
13.1
|
|
553,101
|
|
4.0
|
|
829,652
|
|
6.0
|
|
|||
Tier 1 leverage capital
|
1,807,642
|
|
9.0
|
|
801,535
|
|
4.0
|
|
1,001,919
|
|
5.0
|
|
|||
Webster Bank, N.A.
|
|
|
|
|
|
|
|||||||||
Total risk-based capital
|
$
|
1,815,423
|
|
13.2
|
%
|
$
|
1,104,200
|
|
8.0
|
%
|
$
|
1,380,250
|
|
10.0
|
%
|
Tier 1 capital
|
1,658,466
|
|
12.0
|
|
552,100
|
|
4.0
|
|
828,150
|
|
6.0
|
|
|||
Tier 1 leverage capital
|
1,658,466
|
|
8.3
|
|
800,063
|
|
4.0
|
|
1,000,079
|
|
5.0
|
|
|
Three months ended March 31,
|
|||||
(In thousands, except per share data)
|
2014
|
2013
|
||||
Earnings for basic and diluted earnings per common share:
|
|
|
||||
Net income available to common shareholders
|
$
|
47,784
|
|
$
|
39,231
|
|
Less: Dividends to participating shares
|
(49
|
)
|
(33
|
)
|
||
Income allocated to participating shares
|
(124
|
)
|
(118
|
)
|
||
Net income allocated to common shareholders
|
$
|
47,611
|
|
$
|
39,080
|
|
|
|
|
||||
Shares:
|
|
|
||||
Weighted-average common shares outstanding - basic
|
89,880
|
|
85,501
|
|
||
Effect of dilutive securities:
|
|
|
||||
Stock options and restricted stock
|
503
|
|
247
|
|
||
Warrants - Series A1 and A2
|
—
|
|
3,781
|
|
||
Warrants - other
|
275
|
|
133
|
|
||
Weighted-average common shares outstanding - diluted
|
90,658
|
|
89,662
|
|
||
|
|
|
||||
Earnings per common share:
|
|
|
||||
Basic
|
$
|
0.53
|
|
$
|
0.46
|
|
Diluted
|
0.53
|
|
0.44
|
|
|
|
At March 31, 2014
|
|
At December 31, 2013
|
||||||||||||
(Dollars in thousands)
|
Balance Sheet
Classification
|
# of
Instruments
|
Notional
Amount
|
Fair
Value
|
|
# of
Instruments
|
Notional
Amount
|
Fair
Value
|
||||||||
Forward-settle interest rate swap on anticipated debt
|
Other assets
|
4
|
$
|
100,000
|
|
$
|
255
|
|
|
8
|
$
|
200,000
|
|
$
|
3,027
|
|
Forward-settle interest rate swap on anticipated debt
|
Other liabilities
|
6
|
150,000
|
|
(1,682
|
)
|
|
5
|
125,000
|
|
(622
|
)
|
||||
Interest rate cap on FHLB advances
|
Other assets
|
5
|
125,000
|
|
7,061
|
|
|
2
|
50,000
|
|
3,554
|
|
|
Three months ended March 31,
|
||||||||||||
|
2014
|
|
2013
|
||||||||||
(In thousands)
|
Interest
Expense
|
Amount Reclassified From AOCI
|
|
Interest
Expense
|
Amount Reclassified From AOCI
|
||||||||
Interest rate swaps on FHLB advances
|
$
|
—
|
|
$
|
1,353
|
|
|
$
|
380
|
|
$
|
1,732
|
|
Interest rate swaps on senior fixed-rate notes
|
—
|
|
38
|
|
|
—
|
|
—
|
|
||||
Interest rate swaps on junior subordinated debt
|
—
|
|
—
|
|
|
—
|
|
(3
|
)
|
||||
Interest rate swaps on repurchase agreements
|
—
|
|
830
|
|
|
—
|
|
830
|
|
||||
Net increase to interest expense on borrowings
|
$
|
—
|
|
$
|
2,221
|
|
|
$
|
380
|
|
$
|
2,559
|
|
|
|
|
Three months ended March 31,
|
||||||
(In thousands)
|
2014
|
|
2013
|
||||
Interest rate swaps on senior fixed-rate notes
|
$
|
(799
|
)
|
|
$
|
(799
|
)
|
Interest rate swaps on junior subordinated debt
|
—
|
|
|
(207
|
)
|
||
Net reduction to interest expense on borrowings
|
$
|
(799
|
)
|
|
$
|
(1,006
|
)
|
|
|
At March 31, 2014
|
|||||||||||||
|
|
|
|
Fair Value
|
|||||||||||
(Dollars in thousands)
|
Balance Sheet
Classification
|
# of
Instruments
|
Notional
Amount
|
Gain
|
Loss
|
Net
|
|||||||||
Webster with customer position:
|
|
|
|
|
|
|
|||||||||
Commercial loan interest rate derivatives
|
Other assets
|
169
|
|
$
|
1,077,242
|
|
$
|
32,552
|
|
$
|
—
|
|
$
|
32,552
|
|
Commercial loan interest rate derivatives
|
Other liabilities
|
72
|
|
618,935
|
|
—
|
|
(7,710
|
)
|
(7,710
|
)
|
||||
Total customer position
|
|
241
|
|
$
|
1,696,177
|
|
$
|
32,552
|
|
$
|
(7,710
|
)
|
$
|
24,842
|
|
|
|
|
|
|
|
|
|||||||||
Webster with counterparty position:
|
|
|
|
|
|
|
|||||||||
Commercial loan interest rate derivatives
|
Other assets
|
78
|
|
$
|
558,585
|
|
$
|
5,274
|
|
$
|
(2,488
|
)
|
$
|
2,786
|
|
Commercial loan interest rate derivatives
|
Other liabilities
|
157
|
|
1,137,530
|
|
6,892
|
|
(21,115
|
)
|
(14,223
|
)
|
||||
Fed Funds futures
|
Other liabilities
|
14
|
|
11,000,000
|
|
43
|
|
(407
|
)
|
(364
|
)
|
||||
Total counterparty position
|
|
249
|
|
$
|
12,696,115
|
|
$
|
12,209
|
|
$
|
(24,010
|
)
|
$
|
(11,801
|
)
|
|
|
At December 31, 2013
|
|||||||||||||
|
|
|
|
Fair Value
|
|||||||||||
(Dollars in thousands)
|
Balance Sheet
Classification
|
# of
Instruments
|
Notional
Amount
|
Gain
|
Loss
|
Net
|
|||||||||
Webster with customer position:
|
|
|
|
|
|
|
|||||||||
Commercial loan interest rate derivatives
|
Other assets
|
159
|
|
$
|
915,272
|
|
$
|
29,004
|
|
$
|
—
|
|
$
|
29,004
|
|
Commercial loan interest rate derivatives
|
Other liabilities
|
76
|
|
648,456
|
|
—
|
|
(11,175
|
)
|
(11,175
|
)
|
||||
Total customer position
|
|
235
|
|
$
|
1,563,728
|
|
$
|
29,004
|
|
$
|
(11,175
|
)
|
$
|
17,829
|
|
|
|
|
|
|
|
|
|||||||||
Webster with counterparty position:
|
|
|
|
|
|
|
|||||||||
Commercial loan interest rate derivatives
|
Other assets
|
111
|
|
$
|
914,044
|
|
$
|
8,944
|
|
$
|
(2,766
|
)
|
$
|
6,178
|
|
Commercial loan interest rate derivatives
|
Other liabilities
|
118
|
|
649,623
|
|
8,118
|
|
(20,094
|
)
|
(11,976
|
)
|
||||
Fed Funds futures
|
Other liabilities
|
14
|
|
11,200,000
|
|
32
|
|
(259
|
)
|
(227
|
)
|
||||
Total counterparty position
|
|
243
|
|
$
|
12,763,667
|
|
$
|
17,094
|
|
$
|
(23,119
|
)
|
$
|
(6,025
|
)
|
|
Three months ended March 31,
|
||||||
(In thousands)
|
2014
|
|
2013
|
||||
Non-hedge derivatives, net
|
$
|
2,113
|
|
|
$
|
652
|
|
Fed funds futures contracts
|
(275
|
)
|
|
52
|
|
||
Net increase to other non-interest income
|
$
|
1,838
|
|
|
$
|
704
|
|
|
At March 31, 2014
|
||||||||||||||||||||||||||
|
|
|
Hedge Accounting Positions
|
|
Non-Hedge Accounting Positions
|
|
|
|
|
||||||||||||||||||
(In thousands)
|
Notional Amount
|
|
MTM Gain
|
MTM Loss
|
|
MTM Gain
|
MTM Loss
|
|
Total MTM(Loss) Gain
|
Cash Collateral Posted (Received)
|
Net Exposure
(1)
|
||||||||||||||||
Dealer A
|
$
|
365,191
|
|
|
$
|
—
|
|
$
|
—
|
|
|
$
|
3,692
|
|
$
|
(9,040
|
)
|
|
$
|
(5,348
|
)
|
$
|
5,400
|
|
$
|
52
|
|
Dealer B
|
345,077
|
|
|
2,824
|
|
—
|
|
|
2,586
|
|
(8,452
|
)
|
|
(3,042
|
)
|
3,090
|
|
48
|
|
||||||||
Dealer C
|
14,286
|
|
|
—
|
|
—
|
|
|
—
|
|
(1,242
|
)
|
|
(1,242
|
)
|
—
|
|
—
|
|
||||||||
Dealer D
|
292,193
|
|
|
1,412
|
|
—
|
|
|
2,980
|
|
(806
|
)
|
|
3,586
|
|
(3,500
|
)
|
—
|
|
||||||||
Dealer E
|
341,392
|
|
|
2,825
|
|
—
|
|
|
2,293
|
|
(1,682
|
)
|
|
3,436
|
|
(3,330
|
)
|
—
|
|
||||||||
Dealer F
(2)
|
11,712,976
|
|
|
255
|
|
(1,682
|
)
|
|
658
|
|
(2,788
|
)
|
|
(3,557
|
)
|
12,789
|
|
9,232
|
|
||||||||
Total
|
$
|
13,071,115
|
|
|
$
|
7,316
|
|
$
|
(1,682
|
)
|
|
$
|
12,209
|
|
$
|
(24,010
|
)
|
|
$
|
(6,167
|
)
|
$
|
14,449
|
|
|
|
At December 31, 2013
|
||||||||||||||||||||||||||
|
|
|
Hedge Accounting Positions
|
|
Non-Hedge Accounting Positions
|
|
|
|
|
||||||||||||||||||
(In thousands)
|
Notional Amount
|
|
MTM Gain
|
MTM Loss
|
|
MTM Gain
|
MTM Loss
|
|
Total MTM (Loss) Gain
|
Cash Collateral Posted (Received)
|
Net Exposure
(1)
|
||||||||||||||||
Dealer A
|
$
|
387,258
|
|
|
$
|
730
|
|
$
|
—
|
|
|
$
|
4,643
|
|
$
|
(9,647
|
)
|
|
$
|
(4,274
|
)
|
$
|
4,300
|
|
$
|
26
|
|
Dealer B
|
322,888
|
|
|
615
|
|
—
|
|
|
3,475
|
|
(9,100
|
)
|
|
(5,010
|
)
|
4,940
|
|
—
|
|
||||||||
Dealer C
|
14,477
|
|
|
—
|
|
—
|
|
|
—
|
|
(1,348
|
)
|
|
(1,348
|
)
|
—
|
|
—
|
|
||||||||
Dealer D
|
291,627
|
|
|
1,734
|
|
—
|
|
|
4,108
|
|
(592
|
)
|
|
5,250
|
|
(5,300
|
)
|
—
|
|
||||||||
Dealer E
|
372,771
|
|
|
2,290
|
|
(15
|
)
|
|
3,017
|
|
(1,743
|
)
|
|
3,549
|
|
(3,310
|
)
|
—
|
|
||||||||
Dealer F
(2)
|
11,749,646
|
|
|
1,212
|
|
(607
|
)
|
|
1,819
|
|
(657
|
)
|
|
1,767
|
|
7,485
|
|
9,252
|
|
||||||||
Total
|
$
|
13,138,667
|
|
|
$
|
6,581
|
|
$
|
(622
|
)
|
|
$
|
17,062
|
|
$
|
(23,087
|
)
|
|
$
|
(66
|
)
|
$
|
8,115
|
|
|
•
|
Level 1:
Valuation is based upon unadjusted quoted prices in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date.
|
•
|
Level 2:
Fair value is calculated using inputs other than quoted market prices that are directly or indirectly observable for the asset or liability. The valuation may rely on quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in inactive markets, inputs other than quoted prices that are observable for the asset or liability (such as interest rates, volatilities, prepayment speeds, credit ratings, etc.), or inputs that are derived principally or corroborated by market data, by correlation, or other means.
|
•
|
Level 3:
Inputs for determining the fair value of the respective assets or liabilities are not observable. Level 3 valuations are reliant upon pricing models and techniques that require significant management judgment or estimation.
|
|
At March 31, 2014
|
|||||||||||
(In thousands)
|
Total
|
Quoted Prices in
Active Markets for
Identical Assets
(Level 1)
|
Significant Other
Observable Inputs
(Level 2)
|
Significant
Unobservable Inputs
(Level 3)
|
||||||||
Financial assets held at fair value:
|
|
|
|
|
||||||||
Available for sale securities:
|
|
|
|
|
||||||||
U.S. Treasury Bills
|
$
|
425
|
|
$
|
425
|
|
$
|
—
|
|
$
|
—
|
|
Agency CMOs
|
747,491
|
|
—
|
|
747,491
|
|
—
|
|
||||
Agency MBS
|
1,193,479
|
|
—
|
|
1,193,479
|
|
—
|
|
||||
Agency CMBS
|
80,426
|
|
—
|
|
80,426
|
|
—
|
|
||||
CMBS
|
463,817
|
|
—
|
|
463,817
|
|
—
|
|
||||
CLOs
|
357,817
|
|
—
|
|
357,817
|
|
—
|
|
||||
Pooled trust preferred securities
|
11,941
|
|
—
|
|
—
|
|
11,941
|
|
||||
Single issuer trust preferred securities
|
36,937
|
|
—
|
|
36,937
|
|
—
|
|
||||
Corporate debt
|
112,942
|
|
—
|
|
112,942
|
|
—
|
|
||||
Equity securities
|
3,581
|
|
3,306
|
|
275
|
|
—
|
|
||||
Total available for sale securities
|
3,008,856
|
|
3,731
|
|
2,993,184
|
|
11,941
|
|
||||
Derivative instruments
|
42,697
|
|
43
|
|
42,654
|
|
—
|
|
||||
Mortgage banking derivatives
|
192
|
|
—
|
|
192
|
|
—
|
|
||||
Investments held in Rabbi Trust
|
5,864
|
|
5,864
|
|
—
|
|
—
|
|
||||
Alternative investments
|
583
|
|
—
|
|
—
|
|
583
|
|
||||
Total financial assets held at fair value
|
$
|
3,058,192
|
|
$
|
9,638
|
|
$
|
3,036,030
|
|
$
|
12,524
|
|
Financial liabilities held at fair value:
|
|
|
|
|
||||||||
Derivative instruments
|
$
|
24,099
|
|
$
|
407
|
|
$
|
23,692
|
|
$
|
—
|
|
Total financial liabilities held at fair value
|
$
|
24,099
|
|
$
|
407
|
|
$
|
23,692
|
|
$
|
—
|
|
|
At December 31, 2013
|
|||||||||||
(In thousands)
|
Total
|
Quoted Prices in
Active Markets for
Identical Assets
(Level 1)
|
Significant Other
Observable Inputs
(Level 2)
|
Significant
Unobservable Inputs
(Level 3)
|
||||||||
Financial assets held at fair value:
|
|
|
|
|
||||||||
Available for sale securities:
|
|
|
|
|
||||||||
U.S. Treasury Bills
|
$
|
325
|
|
$
|
325
|
|
$
|
—
|
|
$
|
—
|
|
Agency CMOs
|
806,912
|
|
—
|
|
806,912
|
|
—
|
|
||||
Agency MBS
|
1,226,702
|
|
—
|
|
1,226,702
|
|
—
|
|
||||
Agency CMBS
|
70,977
|
|
—
|
|
70,977
|
|
—
|
|
||||
CMBS
|
464,274
|
|
—
|
|
464,274
|
|
—
|
|
||||
CLOs
|
357,641
|
|
—
|
|
357,641
|
|
—
|
|
||||
Pooled trust preferred securities
|
28,490
|
|
—
|
|
—
|
|
28,490
|
|
||||
Single issuer trust preferred securities
|
34,935
|
|
—
|
|
34,935
|
|
—
|
|
||||
Corporate debt
|
113,091
|
|
—
|
|
113,091
|
|
—
|
|
||||
Equity securities
|
3,584
|
|
3,309
|
|
275
|
|
—
|
|
||||
Total available for sale securities
|
3,106,931
|
|
3,634
|
|
3,074,807
|
|
28,490
|
|
||||
Derivative instruments
|
41,795
|
|
32
|
|
41,763
|
|
—
|
|
||||
Mortgage banking derivatives
|
540
|
|
—
|
|
540
|
|
—
|
|
||||
Investments held in Rabbi Trust
|
6,097
|
|
6,097
|
|
—
|
|
—
|
|
||||
Alternative investments
|
565
|
|
—
|
|
—
|
|
565
|
|
||||
Total financial assets held at fair value
|
$
|
3,155,928
|
|
$
|
9,763
|
|
$
|
3,117,110
|
|
$
|
29,055
|
|
Financial liabilities held at fair value:
|
|
|
|
|
||||||||
Derivative instruments
|
$
|
24,038
|
|
$
|
259
|
|
$
|
23,779
|
|
$
|
—
|
|
Total financial liabilities held at fair value
|
$
|
24,038
|
|
$
|
259
|
|
$
|
23,779
|
|
$
|
—
|
|
|
Three months ended March 31,
|
|||||
(In thousands)
|
2014
|
2013
|
||||
Level 3, beginning of period
|
$
|
29,055
|
|
$
|
116,280
|
|
Change in unrealized loss included in other comprehensive income
|
800
|
|
5,357
|
|
||
Unrealized gain (loss) included in net income
|
18
|
|
(265
|
)
|
||
Realized gain on sale of available for sale securities
|
4,336
|
|
—
|
|
||
Purchases/capital calls
|
—
|
|
159,303
|
|
||
Sales/proceeds
|
(21,695
|
)
|
—
|
|
||
Accretion/amortization
|
31
|
|
42
|
|
||
Calls/paydowns
|
(21
|
)
|
(135
|
)
|
||
Level 3, end of period
|
$
|
12,524
|
|
$
|
280,582
|
|
|
At March 31, 2014
|
|||||
(Dollars in thousands)
|
Fair Value
|
Valuation Methodology
|
Unobservable Inputs
|
Range of Inputs
(Weighted-Average)
|
||
Pooled trust preferred securities
|
$
|
11,941
|
|
Discounted cash flow
|
Discount rate
|
6.68% - 7.68% (7.17%)
|
|
|
|
Credit spread
|
314 - 414 bps (363 bps)
|
(Dollars in thousands)
|
|
|||||
Asset
|
Fair Value
|
Valuation Methodology
|
Unobservable Inputs
|
Range of Inputs
|
||
Impaired Loans
|
$
|
25,193
|
|
Real Estate Appraisals
|
Discount for appraisal type
|
0% - 20%
|
|
|
|
Discount for costs to sell
|
0% - 3%
|
||
Other Real Estate
|
$
|
1,760
|
|
Real Estate Appraisals
|
Discount for appraisal type
|
0% - 30%
|
|
|
|
Discount for costs to sell
|
8%
|
||
Mortgage Servicing Assets
|
$
|
29,154
|
|
Discounted cash flow
|
Constant prepayment rate
|
6.5% - 26.1%
|
|
|
|
Discount rates
|
1.2% - 3.9%
|
|
At March 31, 2014
|
|||||||||||
(In thousands)
|
Carrying
Balance
|
Quoted Prices in
Active Markets for
Identical Assets
(Level 1)
|
Significant Other
Observable Inputs
(Level 2)
|
Significant
Unobservable Inputs
(Level 3)
|
||||||||
Assets
|
|
|
|
|
||||||||
Securities held-to-maturity
|
$
|
3,448,195
|
|
$
|
—
|
|
$
|
3,478,433
|
|
$
|
—
|
|
Loans held for sale
|
14,631
|
|
—
|
|
14,631
|
|
—
|
|
||||
Loans and leases, net
|
12,841,142
|
|
—
|
|
—
|
|
12,874,865
|
|
||||
Mortgage servicing assets
(1)
|
20,465
|
|
—
|
|
—
|
|
29,154
|
|
||||
Alternative investments (cost basis)
|
17,033
|
|
—
|
|
—
|
|
17,033
|
|
||||
Investments held in Rabbi Trust
|
5,864
|
|
5,864
|
|
—
|
|
—
|
|
||||
Liabilities
|
|
|
|
|
||||||||
Deposits other than time deposits
|
12,759,749
|
|
—
|
|
12,759,749
|
|
—
|
|
||||
Time deposits
|
2,280,240
|
|
—
|
|
2,298,821
|
|
—
|
|
||||
Securities sold under agreements to repurchase and other borrowings
|
1,147,882
|
|
—
|
|
1,175,855
|
|
—
|
|
||||
Federal Home Loan Bank advances
(2)
|
2,203,606
|
|
—
|
|
2,215,593
|
|
—
|
|
||||
Long-term debt
(3)
|
376,412
|
|
—
|
|
370,829
|
|
—
|
|
|
At December 31, 2013
|
|||||||||||
(In thousands)
|
Carrying
Balance
|
Quoted Prices in
Active Markets for
Identical Assets
(Level 1)
|
Significant Other
Observable Inputs
(Level 2)
|
Significant
Unobservable Inputs
(Level 3)
|
||||||||
Assets
|
|
|
|
|
||||||||
Securities held-to-maturity
|
$
|
3,358,721
|
|
$
|
—
|
|
$
|
3,370,912
|
|
$
|
—
|
|
Loans held for sale
|
20,802
|
|
—
|
|
20,802
|
|
—
|
|
||||
Loans and leases, net
|
12,547,203
|
|
—
|
|
—
|
|
12,515,714
|
|
||||
Mortgage servicing assets
(1)
|
20,983
|
|
—
|
|
—
|
|
29,150
|
|
||||
Alternative investments (cost basis)
|
16,582
|
|
—
|
|
—
|
|
16,582
|
|
||||
Investments held in Rabbi Trust
|
6,097
|
|
6,097
|
|
—
|
|
—
|
|
||||
Liabilities
|
|
|
|
|
||||||||
Deposits other than time deposits
|
12,627,276
|
|
—
|
|
12,627,276
|
|
—
|
|
||||
Time deposits
|
2,227,144
|
|
—
|
|
2,250,141
|
|
—
|
|
||||
Securities sold under agreements to repurchase and other borrowings
|
1,331,662
|
|
—
|
|
1,365,427
|
|
—
|
|
||||
Federal Home Loan Bank advances
(2)
|
2,052,421
|
|
—
|
|
2,063,312
|
|
—
|
|
||||
Long-term debt
(3)
|
228,365
|
|
—
|
|
221,613
|
|
—
|
|
(1)
|
The carrying amount of mortgage servicing assets is net of
$0.1 million
and
$0.2 million
reserves at
March 31, 2014
and
December 31, 2013
, respectively. The estimated fair value does not include such adjustments.
|
(2)
|
The carrying amount of FHLB advances is net of
$55 thousand
and
$61 thousand
in hedge accounting adjustments and discounts at
March 31, 2014
and
December 31, 2013
, respectively. The estimated fair value does not include such adjustments.
|
(3)
|
The carrying amount of long-term debt is net of
$(0.9) million
and
$1.0 million
in hedge accounting adjustments and discounts at
March 31, 2014
and
December 31, 2013
, respectively. The estimated fair value does not include such adjustments.
|
|
Three months ended March 31,
|
|||||||||||||||||
|
Webster Pension
|
Webster SERP
|
Other Benefits
|
|||||||||||||||
(In thousands)
|
2014
|
2013
|
2014
|
2013
|
2014
|
2013
|
||||||||||||
Service cost
|
$
|
10
|
|
$
|
10
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
Interest cost on projected benefit obligations
|
2,003
|
|
1,812
|
|
92
|
|
74
|
|
34
|
|
30
|
|
||||||
Expected return on plan assets
|
(2,875
|
)
|
(2,775
|
)
|
—
|
|
—
|
|
—
|
|
—
|
|
||||||
Amortization of prior service cost
|
—
|
|
—
|
|
—
|
|
—
|
|
18
|
|
18
|
|
||||||
Recognized net loss
|
687
|
|
1,540
|
|
23
|
|
31
|
|
—
|
|
7
|
|
||||||
Net periodic benefit cost (income)
|
$
|
(175
|
)
|
$
|
587
|
|
$
|
115
|
|
$
|
105
|
|
$
|
52
|
|
$
|
55
|
|
|
|
|
|
|
|
|
(In thousands)
|
Contributions by Webster Bank
Three Months Ended March 31, |
Funded Status of Plan
|
||
EIN/Pension Plan Number
|
2014
|
2013
|
As of July 1, 2013
|
|
13-5645888/333
|
$337
|
$237
|
At least 80 percent
|
|
Three months ended March 31,
|
|||||
(In thousands)
|
2014
|
2013
|
||||
Stock options
|
$
|
552
|
|
$
|
830
|
|
Restricted stock
|
2,221
|
|
1,643
|
|
||
Stock-based compensation
|
$
|
2,773
|
|
$
|
2,473
|
|
|
At March 31, 2014
|
|||
(Dollars in thousands)
|
Unrecognized Compensation Expense
|
Weighted-Average Period To Be Recognized
|
||
Stock options
|
$
|
1,123
|
|
1.7 years
|
Restricted stock
|
$
|
16,531
|
|
2.3 years
|
|
Restricted Stock Awards Outstanding
|
|
Stock Options Outstanding
|
||||||||||||||||||||
|
Time-Based
|
|
Performance-Based
|
|
|||||||||||||||||||
|
Number of
Shares
|
Weighted-Average
Grant Date
Fair Value
|
|
Number of
Units
|
Weighted-Average
Grant Date
Fair Value
|
|
Number of
Shares
|
Weighted-Average
Grant Date
Fair Value
|
|
Number of
Shares
|
Weighted-Average
Exercise Price
|
||||||||||||
Outstanding, at January 1, 2014
|
267,119
|
|
$
|
22.96
|
|
|
1,705
|
|
$
|
22.75
|
|
|
138,450
|
|
$
|
24.43
|
|
|
2,325,797
|
|
$
|
26.97
|
|
Granted
|
185,568
|
|
29.51
|
|
|
13,678
|
|
29.34
|
|
|
141,245
|
|
29.93
|
|
|
—
|
|
—
|
|
||||
Vested restricted stock awards
(1)
|
(53,762
|
)
|
23.42
|
|
|
(2,845
|
)
|
25.39
|
|
|
(67,155
|
)
|
24.81
|
|
|
—
|
|
—
|
|
||||
Forfeited
|
(11,318
|
)
|
24.93
|
|
|
—
|
|
—
|
|
|
(12,509
|
)
|
25.90
|
|
|
(32,583
|
)
|
26.84
|
|
||||
Outstanding, at March 31, 2014
|
387,607
|
|
$
|
25.97
|
|
|
12,538
|
|
$
|
29.34
|
|
|
200,031
|
|
$
|
28.10
|
|
|
2,293,214
|
|
$
|
26.97
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Options exercisable, at March 31, 2014
|
|
|
|
|
|
|
|
|
|
1,971,982
|
|
$
|
27.58
|
|
|||||||||
Options expected to vest, at March 31, 2014
|
|
|
|
|
|
|
|
|
|
297,476
|
|
$
|
23.24
|
|
|
Three months ended March 31, 2014
|
|||||||||||||||||
(In thousands)
|
Commercial
Banking
|
Community Banking
|
Other
|
Segment Totals
|
Corporate and
Reconciling
|
Consolidated
Total
|
||||||||||||
Net interest income
|
$
|
56,152
|
|
$
|
87,341
|
|
$
|
11,367
|
|
$
|
154,860
|
|
$
|
441
|
|
$
|
155,301
|
|
Provision (benefit) for loan and lease losses
|
9,557
|
|
1,768
|
|
389
|
|
11,714
|
|
(2,714
|
)
|
9,000
|
|
||||||
Net interest income after provision for loan and lease losses
|
46,595
|
|
85,573
|
|
10,978
|
|
143,146
|
|
3,155
|
|
146,301
|
|
||||||
Non-interest income
|
7,951
|
|
24,436
|
|
9,510
|
|
41,897
|
|
7,931
|
|
49,828
|
|
||||||
Non-interest expense
|
26,019
|
|
81,518
|
|
14,703
|
|
122,240
|
|
2,377
|
|
124,617
|
|
||||||
Income before income tax expense
|
28,527
|
|
28,491
|
|
5,785
|
|
62,803
|
|
8,709
|
|
71,512
|
|
||||||
Income tax expense
|
8,413
|
|
8,402
|
|
1,706
|
|
18,521
|
|
2,568
|
|
21,089
|
|
||||||
Net income
|
$
|
20,114
|
|
$
|
20,089
|
|
$
|
4,079
|
|
$
|
44,282
|
|
$
|
6,141
|
|
$
|
50,423
|
|
|
Three months ended March 31, 2013
|
|||||||||||||||||
(In thousands)
|
Commercial
Banking
|
Community Banking
|
Other
|
Segment Totals
|
Corporate and
Reconciling
|
Consolidated
Total
|
||||||||||||
Net interest income
|
$
|
51,160
|
|
$
|
84,667
|
|
$
|
9,288
|
|
$
|
145,115
|
|
$
|
681
|
|
$
|
145,796
|
|
Provision (benefit) for loan and lease losses
|
2,001
|
|
6,713
|
|
(19
|
)
|
8,695
|
|
(1,195
|
)
|
7,500
|
|
||||||
Net interest income after provision for loan and lease losses
|
49,159
|
|
77,954
|
|
9,307
|
|
136,420
|
|
1,876
|
|
138,296
|
|
||||||
Non-interest income
|
4,832
|
|
30,561
|
|
8,145
|
|
43,538
|
|
4,740
|
|
48,278
|
|
||||||
Non-interest expense
|
25,270
|
|
85,869
|
|
12,811
|
|
123,950
|
|
1,585
|
|
125,535
|
|
||||||
Income before income tax expense
|
28,721
|
|
22,646
|
|
4,641
|
|
56,008
|
|
5,031
|
|
61,039
|
|
||||||
Income tax expense
|
8,903
|
|
7,020
|
|
1,439
|
|
17,362
|
|
1,560
|
|
18,922
|
|
||||||
Net income
|
$
|
19,818
|
|
$
|
15,626
|
|
$
|
3,202
|
|
$
|
38,646
|
|
$
|
3,471
|
|
$
|
42,117
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Assets
|
|||||||||||||||||
(In thousands)
|
Commercial
Banking
|
Community Banking
|
Other
|
Segment Totals
|
Corporate and
Reconciling
|
Consolidated
Total
|
||||||||||||
At March 31, 2014
|
$
|
5,986,898
|
|
$
|
7,800,682
|
|
$
|
372,693
|
|
$
|
14,160,273
|
|
$
|
7,015,472
|
|
$
|
21,175,745
|
|
At December 31, 2013
|
$
|
5,682,129
|
|
$
|
7,809,343
|
|
$
|
365,863
|
|
$
|
13,857,335
|
|
$
|
6,995,664
|
|
$
|
20,852,999
|
|
(In thousands)
|
At March 31,
2014 |
|
At December 31,
2013 |
||||
Unused commitments to extend credit
|
$
|
4,204,523
|
|
|
$
|
4,183,455
|
|
Standby letters of credit
|
150,150
|
|
|
135,761
|
|
||
Commercial letters of credit
|
20,254
|
|
|
13,621
|
|
||
Total financial instruments with off-balance sheet risk
|
$
|
4,374,927
|
|
|
$
|
4,332,837
|
|
|
Three months ended
March 31,
|
||||||
(In thousands)
|
2014
|
|
2013
|
||||
Balance, beginning of period
|
$
|
4,384
|
|
|
$
|
5,662
|
|
Provision
|
327
|
|
|
—
|
|
||
Benefit
|
—
|
|
|
(525
|
)
|
||
Balance, end of period
|
$
|
4,711
|
|
|
$
|
5,137
|
|
•
|
The CDO was established and the interest was issued before May 19, 2010,
|
•
|
The banking entity reasonably believes that the offering proceeds received by the CDO were invested primarily in qualifying TruPS collateral, and
|
•
|
The banking entity’s interest in the CDO was acquired on or before December 10, 2013, the date the agencies issued the final Volcker Rule.
|
|
At or for the three months ended March 31,
|
||||||
(In thousands, except per share and ratio data)
|
2014
|
|
2013
|
||||
Earnings:
|
|
|
|
||||
Net interest income
|
$
|
155,301
|
|
|
$
|
145,796
|
|
Provision for loan and lease losses
|
9,000
|
|
|
7,500
|
|
||
Total non-interest income
|
49,828
|
|
|
48,278
|
|
||
Total non-interest expense
|
124,617
|
|
|
125,535
|
|
||
Net income attributable to Webster Financial Corporation
|
50,423
|
|
|
42,117
|
|
||
Net income available to common shareholders
|
47,784
|
|
|
39,231
|
|
||
Per Share Data:
|
|
|
|
||||
Weighted-average common shares - diluted
(1)
|
90,658
|
|
|
89,662
|
|
||
Net income available to common shareholders per common share - diluted
|
$
|
0.53
|
|
|
$
|
0.44
|
|
Dividends declared per common share
|
0.15
|
|
|
0.10
|
|
||
Dividends declared per Series A preferred share
|
21.25
|
|
|
21.25
|
|
||
Dividends declared per Series E preferred share
|
400.00
|
|
|
448.89
|
|
||
Book value per common share
|
23.13
|
|
|
21.90
|
|
||
Tangible book value per common share
(3)
|
17.21
|
|
|
15.93
|
|
||
Selected Ratios:
|
|
|
|
||||
Return on average assets
(2)
|
0.96
|
%
|
|
0.84
|
%
|
||
Return on average common shareholders' equity
(2)
|
9.16
|
|
|
8.01
|
|
||
Return on average tangible common shareholders' equity
(3)
|
12.51
|
|
|
11.28
|
|
||
Net interest margin
|
3.26
|
|
|
3.23
|
|
||
Efficiency ratio
(3)
|
60.34
|
|
|
62.16
|
|
||
Tangible common equity ratio
(3)
|
7.53
|
|
|
7.35
|
|
||
Tier 1 common equity to risk-weighted assets
(3)
|
11.45
|
|
|
11.06
|
|
(1)
|
For the
three months ended March 31, 2014
and
2013
, the effect of the Series A Preferred Stock on the computation of diluted earnings per share was anti-dilutive; therefore, the effect of this security was not included in the determination of diluted average shares.
|
(2)
|
Annualized, based on net income before preferred dividend.
|
(3)
|
The Company evaluates its business based on certain ratios that utilize tangible equity, a non-GAAP financial measure.
|
|
At March 31,
|
||||||
(Dollars and shares in thousands, except per share data)
|
2014
|
|
2013
|
||||
Tangible book value per common share (non-GAAP):
|
|
|
|
||||
Shareholders' equity (GAAP)
|
$
|
2,239,629
|
|
|
$
|
2,128,131
|
|
Less: Preferred equity (GAAP)
|
151,649
|
|
|
151,649
|
|
||
Goodwill and other intangible assets (GAAP)
|
534,070
|
|
|
538,915
|
|
||
Tangible common equity (non-GAAP)
|
$
|
1,553,910
|
|
|
$
|
1,437,567
|
|
Common shares outstanding
|
90,269
|
|
|
90,237
|
|
||
Tangible book value per common share (non-GAAP)
|
$
|
17.21
|
|
|
$
|
15.93
|
|
|
Three months ended March 31,
|
||||||
(Dollars in thousands)
|
2014
|
|
2013
|
||||
Return on average tangible common shareholders' equity (non-GAAP):
|
|
|
|
||||
Net income available to common shareholders (GAAP)
|
$
|
47,784
|
|
|
$
|
39,231
|
|
Intangible assets amortization, tax-affected at 35% (GAAP)
|
759
|
|
|
807
|
|
||
Net income adjusted for amortization of intangibles (non-GAAP)
|
$
|
48,543
|
|
|
$
|
40,038
|
|
Annualized net income used in the return on average tangible common shareholders' equity
|
$
|
194,172
|
|
|
$
|
160,152
|
|
Average shareholders' equity (non-GAAP)
|
$
|
2,238,828
|
|
|
$
|
2,110,937
|
|
Less: Average Preferred stock (non-GAAP)
|
151,649
|
|
|
151,649
|
|
||
Average Goodwill and other intangible assets (non-GAAP)
|
534,641
|
|
|
539,522
|
|
||
Average tangible common equity (non-GAAP)
|
$
|
1,552,538
|
|
|
$
|
1,419,766
|
|
Return on average tangible common shareholders' equity (non-GAAP)
|
12.51
|
%
|
|
11.28
|
%
|
||
|
|
|
|
||||
|
Three months ended March 31,
|
||||||
(Dollars in thousands)
|
2014
|
|
2013
|
||||
Efficiency ratio (non-GAAP):
|
|
|
|
||||
Non-interest expense (GAAP)
|
$
|
124,617
|
|
|
$
|
125,535
|
|
Less: Foreclosed property expense (GAAP)
|
458
|
|
|
175
|
|
||
Intangible assets amortization (GAAP)
|
1,168
|
|
|
1,242
|
|
||
Other expense (non-GAAP)
|
(48
|
)
|
|
1,352
|
|
||
Non-interest expense (non-GAAP)
|
$
|
123,039
|
|
|
$
|
122,766
|
|
Net interest income (GAAP)
|
$
|
155,301
|
|
|
$
|
145,796
|
|
Less: Net gain on sale of investment securities (GAAP)
|
4,336
|
|
|
106
|
|
||
Add back: FTE adjustment (non-GAAP)
|
3,013
|
|
|
3,523
|
|
||
Non-interest income (GAAP)
|
49,828
|
|
|
48,278
|
|
||
Other (non-GAAP)
|
88
|
|
|
—
|
|
||
Income (non-GAAP)
|
$
|
203,894
|
|
|
$
|
197,491
|
|
Efficiency ratio (non-GAAP)
|
60.34
|
%
|
|
62.16
|
%
|
|
At March 31,
|
||||||
(Dollars in thousands)
|
2014
|
|
2013
|
||||
Tangible common equity ratio (non-GAAP):
|
|
|
|
||||
Shareholders' equity (GAAP)
|
$
|
2,239,629
|
|
|
$
|
2,128,131
|
|
Less: Preferred stock (GAAP)
|
151,649
|
|
|
151,649
|
|
||
Goodwill and other intangible assets (GAAP)
|
534,070
|
|
|
538,915
|
|
||
Tangible common shareholders' equity (non-GAAP)
|
$
|
1,553,910
|
|
|
$
|
1,437,567
|
|
Total Assets (GAAP)
|
$
|
21,175,745
|
|
|
$
|
20,110,538
|
|
Less: Goodwill and other intangible assets (GAAP)
|
534,070
|
|
|
538,915
|
|
||
Tangible assets (non-GAAP)
|
$
|
20,641,675
|
|
|
$
|
19,571,623
|
|
Tangible common equity ratio (non-GAAP)
|
7.53
|
%
|
|
7.35
|
%
|
||
|
|
|
|
||||
|
At March 31,
|
||||||
(Dollars in thousands)
|
2014
|
|
2013
|
||||
Tier 1 common equity to risk-weighted assets (non-GAAP):
|
|
|
|
||||
Shareholders' equity (GAAP)
|
$
|
2,239,629
|
|
|
$
|
2,128,131
|
|
Less: Preferred equity (GAAP)
|
151,649
|
|
|
151,649
|
|
||
Goodwill and other intangible assets (GAAP)
|
534,070
|
|
|
538,915
|
|
||
Disallowed excess servicing assets (regulatory)
|
—
|
|
|
40
|
|
||
Add back: Accumulated other comprehensive loss (GAAP)
|
(43,691
|
)
|
|
(30,911
|
)
|
||
DTL (DTA) related to goodwill and other intangibles (regulatory)
|
10,037
|
|
|
11,067
|
|
||
Tier 1 common equity (regulatory)
|
$
|
1,607,638
|
|
|
$
|
1,479,505
|
|
Risk-weighted assets (regulatory)
|
$
|
14,038,725
|
|
|
$
|
13,378,672
|
|
Tier 1 common equity to risk-weighted assets (non-GAAP)
|
11.45
|
%
|
|
11.06
|
%
|
|
Three months ended March 31,
|
||||||||||||||||
|
2014
|
|
2013
|
||||||||||||||
(Dollars in thousands)
|
Average
Balance |
Interest
(1)
|
Average
Yields |
|
Average
Balance |
Interest
(1)
|
Average
Yields |
||||||||||
Assets
|
|
|
|
|
|
|
|
||||||||||
Interest-earning assets:
|
|
|
|
|
|
|
|
||||||||||
Loans and leases
|
$
|
12,853,349
|
|
$
|
124,512
|
|
3.88
|
%
|
|
$
|
12,024,588
|
|
$
|
121,061
|
|
4.04
|
%
|
Securities
(2)
|
6,420,976
|
|
54,925
|
|
3.43
|
|
|
6,194,885
|
|
51,015
|
|
3.33
|
|
||||
Federal Home Loan and Federal Reserve Bank stock
|
158,959
|
|
1,167
|
|
2.98
|
|
|
156,261
|
|
847
|
|
2.20
|
|
||||
Interest-bearing deposits
|
15,949
|
|
11
|
|
0.27
|
|
|
82,215
|
|
46
|
|
0.22
|
|
||||
Loans held for sale
|
18,128
|
|
177
|
|
3.92
|
|
|
89,334
|
|
637
|
|
2.85
|
|
||||
Total interest-earning assets
|
19,467,361
|
|
$
|
180,792
|
|
3.72
|
%
|
|
18,547,283
|
|
$
|
173,606
|
|
3.76
|
%
|
||
Non-interest-earning assets
|
1,511,631
|
|
|
|
|
1,504,196
|
|
|
|
||||||||
Total assets
|
$
|
20,978,992
|
|
|
|
|
$
|
20,051,479
|
|
|
|
||||||
|
|
|
|
|
|
|
|
||||||||||
Liabilities and equity
|
|
|
|
|
|
|
|
||||||||||
Interest-bearing liabilities:
|
|
|
|
|
|
|
|
||||||||||
Demand deposits
|
$
|
3,096,991
|
|
$
|
—
|
|
—
|
%
|
|
$
|
2,836,051
|
|
$
|
—
|
|
—
|
%
|
Savings, checking, & money market deposits
|
9,844,931
|
|
4,519
|
|
0.19
|
|
|
9,318,300
|
|
4,622
|
|
0.20
|
|
||||
Time deposits
|
2,250,283
|
|
6,125
|
|
1.10
|
|
|
2,500,450
|
|
8,228
|
|
1.33
|
|
||||
Total deposits
|
15,192,205
|
|
10,644
|
|
0.28
|
|
|
14,654,801
|
|
12,850
|
|
0.36
|
|
||||
|
|
|
|
|
|
|
|
||||||||||
Securities sold under agreements to repurchase and other borrowings
|
1,351,444
|
|
5,205
|
|
1.54
|
|
|
1,091,437
|
|
5,055
|
|
1.85
|
|
||||
Federal Home Loan Bank advances
|
1,721,669
|
|
3,847
|
|
0.89
|
|
|
1,747,858
|
|
4,539
|
|
1.04
|
|
||||
Long-term debt
|
308,985
|
|
2,782
|
|
3.60
|
|
|
247,077
|
|
1,843
|
|
2.98
|
|
||||
Total borrowings
|
3,382,098
|
|
11,834
|
|
1.40
|
|
|
3,086,372
|
|
11,437
|
|
1.48
|
|
||||
Total interest-bearing liabilities
|
18,574,303
|
|
$
|
22,478
|
|
0.49
|
%
|
|
17,741,173
|
|
$
|
24,287
|
|
0.55
|
%
|
||
Non-interest-bearing liabilities
|
165,861
|
|
|
|
|
199,369
|
|
|
|
||||||||
Total liabilities
|
18,740,164
|
|
|
|
|
17,940,542
|
|
|
|
||||||||
|
|
|
|
|
|
|
|
||||||||||
Preferred Stock
|
151,649
|
|
|
|
|
151,649
|
|
|
|
||||||||
Common shareholders' equity
|
2,087,179
|
|
|
|
|
1,959,288
|
|
|
|
||||||||
Webster Financial Corp. shareholders' equity
|
2,238,828
|
|
|
|
|
2,110,937
|
|
|
|
||||||||
Total liabilities and equity
|
$
|
20,978,992
|
|
|
|
|
$
|
20,051,479
|
|
|
|
||||||
Tax-equivalent net interest income
|
|
$
|
158,314
|
|
|
|
|
$
|
149,319
|
|
|
||||||
Less: tax equivalent adjustments
|
|
(3,013
|
)
|
|
|
|
(3,523
|
)
|
|
||||||||
Net interest income
|
|
$
|
155,301
|
|
|
|
|
$
|
145,796
|
|
|
||||||
Net interest margin
|
|
|
3.26
|
%
|
|
|
|
3.23
|
%
|
(1)
|
On a fully tax-equivalent basis.
|
|
|
|
Three months ended March 31,
|
||||||||
|
2014 vs. 2013 increase (decrease) due to
|
||||||||
(In thousands)
|
Rate
|
Volume
|
Total
|
||||||
Interest on interest-earning assets:
|
|
|
|
||||||
Loans and leases
|
$
|
(4,850
|
)
|
$
|
8,301
|
|
$
|
3,451
|
|
Loans held for sale
|
178
|
|
(638
|
)
|
(460
|
)
|
|||
Investment securities
|
3,324
|
|
1,381
|
|
4,705
|
|
|||
Total interest income
|
$
|
(1,348
|
)
|
$
|
9,044
|
|
$
|
7,696
|
|
Interest on interest-bearing liabilities:
|
|
|
|
||||||
Deposits
|
$
|
(2,724
|
)
|
$
|
518
|
|
$
|
(2,206
|
)
|
Borrowings
|
(646
|
)
|
1,043
|
|
397
|
|
|||
Total interest expense
|
$
|
(3,370
|
)
|
$
|
1,561
|
|
$
|
(1,809
|
)
|
Net change in net interest income
|
$
|
2,022
|
|
$
|
7,483
|
|
$
|
9,505
|
|
|
Three months ended March 31,
|
|
Increase (decrease)
|
|||||||||
(Dollars in thousands)
|
2014
|
2013
|
|
Amount
|
Percent
|
|||||||
Non-Interest Income:
|
|
|
|
|
|
|||||||
Deposit service fees
|
$
|
24,712
|
|
$
|
23,994
|
|
|
$
|
718
|
|
3.0
|
%
|
Loan related fees
|
4,482
|
|
4,585
|
|
|
(103
|
)
|
(2.2
|
)
|
|||
Wealth and investment services
|
8,838
|
|
7,766
|
|
|
1,072
|
|
13.8
|
|
|||
Mortgage banking activities
|
775
|
|
7,031
|
|
|
(6,256
|
)
|
(89.0
|
)
|
|||
Increase in cash surrender value of life insurance policies
|
3,258
|
|
3,384
|
|
|
(126
|
)
|
(3.7
|
)
|
|||
Net gain on sale of investment securities
|
4,336
|
|
106
|
|
|
4,230
|
|
n/m
|
|
|||
Impairment loss recognized in earnings
|
(88
|
)
|
—
|
|
|
(88
|
)
|
100.0
|
|
|||
Other income
|
3,515
|
|
1,412
|
|
|
2,103
|
|
148.9
|
|
|||
Total non-interest income
|
$
|
49,828
|
|
$
|
48,278
|
|
|
$
|
1,550
|
|
3.2
|
%
|
|
Three months ended March 31,
|
|||||
(In thousands)
|
2014
|
2013
|
||||
Net income:
|
|
|
||||
Commercial Banking
|
$
|
20,114
|
|
$
|
19,818
|
|
Community Banking
|
20,089
|
|
15,626
|
|
||
Other
|
4,079
|
|
3,202
|
|
||
Total Reportable Segments
|
44,282
|
|
38,646
|
|
||
Corporate and Reconciling
|
6,141
|
|
3,471
|
|
||
Net income
|
$
|
50,423
|
|
$
|
42,117
|
|
|
At March 31, 2014
|
|||||||||||||||||
(In thousands)
|
Commercial
Banking |
Community Banking
|
Other
|
Segment Totals
|
Corporate and
Reconciling |
Consolidated
Total |
||||||||||||
Total assets
|
$
|
5,986,898
|
|
$
|
7,800,682
|
|
$
|
372,693
|
|
$
|
14,160,273
|
|
$
|
7,015,472
|
|
$
|
21,175,745
|
|
Total loans and leases
|
5,915,113
|
|
6,697,873
|
|
349,898
|
|
12,962,884
|
|
31,858
|
|
12,994,742
|
|
||||||
Total deposits
|
2,779,969
|
|
10,105,627
|
|
1,926,870
|
|
14,812,466
|
|
227,523
|
|
15,039,989
|
|
||||||
|
|
|
|
|
|
|
||||||||||||
|
At December 31, 2013
|
|||||||||||||||||
(In thousands)
|
Commercial
Banking |
Community Banking
|
Other
|
Segment Totals
|
Corporate and
Reconciling |
Consolidated
Total |
||||||||||||
Total assets
|
$
|
5,682,129
|
|
$
|
7,809,343
|
|
$
|
365,863
|
|
$
|
13,857,335
|
|
$
|
6,995,664
|
|
$
|
20,852,999
|
|
Total loans and leases
|
5,628,303
|
|
6,693,493
|
|
343,823
|
|
12,665,619
|
|
34,157
|
|
12,699,776
|
|
||||||
Total deposits
|
2,948,072
|
|
10,014,509
|
|
1,739,345
|
|
14,701,926
|
|
152,494
|
|
14,854,420
|
|
|
Three months ended March 31,
|
|||||
(In thousands)
|
2014
|
2013
|
||||
Net interest income
|
$
|
56,152
|
|
$
|
51,160
|
|
Provision for loan and lease losses
|
9,557
|
|
2,001
|
|
||
Net interest income after provision
|
46,595
|
|
49,159
|
|
||
Non-interest income
|
7,951
|
|
4,832
|
|
||
Non-interest expense
|
26,019
|
|
25,270
|
|
||
Income before income taxes
|
28,527
|
|
28,721
|
|
||
Income tax expense
|
8,413
|
|
8,903
|
|
||
Net income
|
$
|
20,114
|
|
$
|
19,818
|
|
(In thousands)
|
At March 31,
2014 |
|
At December 31,
2013 |
||||
Total assets
|
$
|
5,986,898
|
|
|
$
|
5,682,129
|
|
Total loans and leases
|
5,915,113
|
|
|
5,628,303
|
|
||
Total deposits
|
2,779,969
|
|
|
2,948,072
|
|
|
Three months ended March 31,
|
|||||
(In thousands)
|
2014
|
2013
|
||||
Net interest income
|
$
|
87,341
|
|
$
|
84,667
|
|
Provision for loan and lease losses
|
1,768
|
|
6,713
|
|
||
Net interest income after provision
|
85,573
|
|
77,954
|
|
||
Non-interest income
|
24,436
|
|
30,561
|
|
||
Non-interest expense
|
81,518
|
|
85,869
|
|
||
Income before income taxes
|
28,491
|
|
22,646
|
|
||
Income tax expense
|
8,402
|
|
7,020
|
|
||
Net income
|
$
|
20,089
|
|
$
|
15,626
|
|
(In thousands)
|
At March 31,
2014 |
|
At December 31,
2013 |
||||
Total assets
|
$
|
7,800,682
|
|
|
$
|
7,809,343
|
|
Total loans
|
6,697,873
|
|
|
6,693,493
|
|
||
Total deposits
|
10,105,627
|
|
|
10,014,509
|
|
|
Three months ended March 31,
|
|||||
(In thousands)
|
2014
|
2013
|
||||
Net interest income
|
$
|
11,367
|
|
$
|
9,288
|
|
Provision (benefit) for loan and lease losses
|
389
|
|
(19
|
)
|
||
Net interest income after provision (benefit)
|
10,978
|
|
9,307
|
|
||
Non-interest income
|
9,510
|
|
8,145
|
|
||
Non-interest expense
|
14,703
|
|
12,811
|
|
||
Income before income taxes
|
5,785
|
|
4,641
|
|
||
Income tax expense
|
1,706
|
|
1,439
|
|
||
Net income
|
$
|
4,079
|
|
$
|
3,202
|
|
(In thousands)
|
At March 31,
2014 |
|
At December 31,
2013 |
||||
Total assets
|
$
|
372,693
|
|
|
$
|
365,863
|
|
Total loans
|
349,898
|
|
|
343,823
|
|
||
Total deposits
|
1,926,870
|
|
|
1,739,345
|
|
|
At March 31, 2014
|
||||||||||||||||||||
|
|
Recognized in OCI
|
|
Not Recognized in OCI
|
|
||||||||||||||||
(In thousands)
|
Amortized
Cost
|
Gross
Unrealized
Gains
|
Gross
Unrealized
Losses
|
Carrying
Value
|
Gross
Unrealized
Gains
|
Gross
Unrealized
Losses
|
Fair Value
|
||||||||||||||
Available for sale:
|
|
|
|
|
|
|
|
||||||||||||||
U.S. Treasury Bills
|
$
|
425
|
|
$
|
—
|
|
$
|
—
|
|
$
|
425
|
|
$
|
—
|
|
$
|
—
|
|
$
|
425
|
|
Agency CMOs
|
736,820
|
|
12,266
|
|
(1,595
|
)
|
747,491
|
|
—
|
|
—
|
|
747,491
|
|
|||||||
Agency MBS
|
1,220,847
|
|
10,420
|
|
(37,788
|
)
|
1,193,479
|
|
—
|
|
—
|
|
1,193,479
|
|
|||||||
Agency CMBS
|
81,341
|
|
—
|
|
(915
|
)
|
80,426
|
|
—
|
|
—
|
|
80,426
|
|
|||||||
CMBS
|
436,217
|
|
27,913
|
|
(313
|
)
|
463,817
|
|
—
|
|
—
|
|
463,817
|
|
|||||||
CLOs
(1)
|
357,374
|
|
443
|
|
—
|
|
357,817
|
|
—
|
|
—
|
|
357,817
|
|
|||||||
Pooled trust preferred securities
(2)
|
14,551
|
|
—
|
|
(2,610
|
)
|
11,941
|
|
—
|
|
—
|
|
11,941
|
|
|||||||
Single issuer trust preferred securities
|
41,849
|
|
—
|
|
(4,912
|
)
|
36,937
|
|
—
|
|
—
|
|
36,937
|
|
|||||||
Corporate debt
|
108,339
|
|
4,603
|
|
—
|
|
112,942
|
|
—
|
|
—
|
|
112,942
|
|
|||||||
Equity securities-financial institutions
(3)
|
2,314
|
|
1,267
|
|
—
|
|
3,581
|
|
—
|
|
—
|
|
3,581
|
|
|||||||
Total available for sale
|
$
|
3,000,077
|
|
$
|
56,912
|
|
$
|
(48,133
|
)
|
$
|
3,008,856
|
|
$
|
—
|
|
$
|
—
|
|
$
|
3,008,856
|
|
Held-to-maturity:
|
|
|
|
|
|
|
|
||||||||||||||
Agency CMOs
|
$
|
342,397
|
|
$
|
—
|
|
$
|
—
|
|
$
|
342,397
|
|
$
|
9,004
|
|
$
|
(762
|
)
|
$
|
350,639
|
|
Agency MBS
|
2,195,566
|
|
—
|
|
—
|
|
2,195,566
|
|
46,086
|
|
(41,319
|
)
|
2,200,333
|
|
|||||||
Agency CMBS
|
195,912
|
|
—
|
|
—
|
|
195,912
|
|
—
|
|
(1,542
|
)
|
194,370
|
|
|||||||
Municipal bonds and notes
|
416,903
|
|
—
|
|
—
|
|
416,903
|
|
13,131
|
|
(94
|
)
|
429,940
|
|
|||||||
CMBS
|
289,488
|
|
—
|
|
—
|
|
289,488
|
|
9,282
|
|
(3,705
|
)
|
295,065
|
|
|||||||
Private Label MBS
|
7,929
|
|
—
|
|
—
|
|
7,929
|
|
157
|
|
—
|
|
8,086
|
|
|||||||
Total held-to-maturity
|
$
|
3,448,195
|
|
$
|
—
|
|
$
|
—
|
|
$
|
3,448,195
|
|
$
|
77,660
|
|
$
|
(47,422
|
)
|
$
|
3,478,433
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Total investment securities
|
$
|
6,448,272
|
|
$
|
56,912
|
|
$
|
(48,133
|
)
|
$
|
6,457,051
|
|
$
|
77,660
|
|
$
|
(47,422
|
)
|
$
|
6,487,289
|
|
|
At December 31, 2013
|
||||||||||||||||||||
|
|
Recognized in OCI
|
|
Not Recognized in OCI
|
|
||||||||||||||||
(In thousands)
|
Amortized
Cost
|
Gross
Unrealized
Gains
|
Gross
Unrealized
Losses
|
Carrying
Value
|
Gross
Unrealized
Gains
|
Gross
Unrealized
Losses
|
Fair Value
|
||||||||||||||
Available for sale:
|
|
|
|
|
|
|
|
||||||||||||||
U.S. Treasury Bills
|
$
|
325
|
|
$
|
—
|
|
$
|
—
|
|
$
|
325
|
|
$
|
—
|
|
$
|
—
|
|
$
|
325
|
|
Agency CMOs
|
794,397
|
|
14,383
|
|
(1,868
|
)
|
806,912
|
|
—
|
|
—
|
|
806,912
|
|
|||||||
Agency MBS
|
1,265,276
|
|
9,124
|
|
(47,698
|
)
|
1,226,702
|
|
—
|
|
—
|
|
1,226,702
|
|
|||||||
Agency CMBS
|
71,759
|
|
—
|
|
(782
|
)
|
70,977
|
|
—
|
|
—
|
|
70,977
|
|
|||||||
CMBS
|
436,872
|
|
28,398
|
|
(996
|
)
|
464,274
|
|
—
|
|
—
|
|
464,274
|
|
|||||||
CLOs
(1)
|
357,326
|
|
315
|
|
—
|
|
357,641
|
|
—
|
|
—
|
|
357,641
|
|
|||||||
Pooled trust preferred securities
(2)
|
31,900
|
|
—
|
|
(3,410
|
)
|
28,490
|
|
—
|
|
—
|
|
28,490
|
|
|||||||
Single issuer trust preferred securities
|
41,807
|
|
—
|
|
(6,872
|
)
|
34,935
|
|
—
|
|
—
|
|
34,935
|
|
|||||||
Corporate Debt
|
108,936
|
|
4,155
|
|
—
|
|
113,091
|
|
—
|
|
—
|
|
113,091
|
|
|||||||
Equity securities-financial institutions
(3)
|
2,314
|
|
1,270
|
|
—
|
|
3,584
|
|
—
|
|
—
|
|
3,584
|
|
|||||||
Total available for sale
|
$
|
3,110,912
|
|
$
|
57,645
|
|
$
|
(61,626
|
)
|
$
|
3,106,931
|
|
$
|
—
|
|
$
|
—
|
|
$
|
3,106,931
|
|
Held-to-maturity:
|
|
|
|
|
|
|
|
||||||||||||||
Agency CMOs
|
$
|
365,081
|
|
$
|
—
|
|
$
|
—
|
|
$
|
365,081
|
|
$
|
10,135
|
|
$
|
(1,009
|
)
|
$
|
374,207
|
|
Agency MBS
|
2,130,685
|
|
—
|
|
—
|
|
2,130,685
|
|
43,315
|
|
(53,188
|
)
|
2,120,812
|
|
|||||||
Agency CMBS
|
115,995
|
|
—
|
|
—
|
|
115,995
|
|
44
|
|
(818
|
)
|
115,221
|
|
|||||||
Municipal bonds and notes
|
448,405
|
|
—
|
|
—
|
|
448,405
|
|
11,104
|
|
(1,228
|
)
|
458,281
|
|
|||||||
CMBS
|
290,057
|
|
—
|
|
—
|
|
290,057
|
|
8,635
|
|
(4,975
|
)
|
293,717
|
|
|||||||
Private Label MBS
|
8,498
|
|
—
|
|
—
|
|
8,498
|
|
176
|
|
—
|
|
8,674
|
|
|||||||
Total held-to-maturity
|
$
|
3,358,721
|
|
$
|
—
|
|
$
|
—
|
|
$
|
3,358,721
|
|
$
|
73,409
|
|
$
|
(61,218
|
)
|
$
|
3,370,912
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Total investment securities
|
$
|
6,469,633
|
|
$
|
57,645
|
|
$
|
(61,626
|
)
|
$
|
6,465,652
|
|
$
|
73,409
|
|
$
|
(61,218
|
)
|
$
|
6,477,843
|
|
(1)
|
Amortized cost is net of
$2.7 million
and
$2.6 million
of OTTI at
March 31, 2014
and
December 31, 2013
, respectively.
|
(2)
|
Amortized cost is net of
$7.0 million
and
$14.0 million
of OTTI at
March 31, 2014
and
December 31, 2013
, respectively.
|
(3)
|
Amortized cost is net of
$20.4 million
and
$20.4 million
of OTTI at
March 31, 2014
and
December 31, 2013
, respectively.
|
|
At March 31, 2014
|
|
At December 31, 2013
|
||||||
(Dollars in thousands)
|
Amount
|
%
|
|
Amount
|
%
|
||||
Residential:
|
|
|
|
|
|
||||
1-4 family
|
$
|
3,301,134
|
|
25.4
|
|
$
|
3,308,472
|
|
26.1
|
Construction
|
47,760
|
|
0.4
|
|
45,495
|
|
0.4
|
||
Total residential
|
3,348,894
|
|
25.8
|
|
3,353,967
|
|
26.5
|
||
Consumer:
|
|
|
|
|
|
||||
Home equity
|
2,345,331
|
|
18.0
|
|
2,355,257
|
|
18.5
|
||
Liquidating - home equity
|
102,706
|
|
0.8
|
|
104,902
|
|
0.8
|
||
Other consumer
|
61,672
|
|
0.5
|
|
60,681
|
|
0.5
|
||
Total consumer
|
2,509,709
|
|
19.3
|
|
2,520,840
|
|
19.8
|
||
Commercial:
|
|
|
|
|
|
||||
Commercial non-mortgage
|
2,937,173
|
|
22.6
|
|
2,734,025
|
|
21.5
|
||
Asset-based
|
586,810
|
|
4.5
|
|
560,666
|
|
4.4
|
||
Total commercial
|
3,523,983
|
|
27.1
|
|
3,294,691
|
|
25.9
|
||
Commercial real estate:
|
|
|
|
|
|
||||
Commercial real estate
|
2,964,951
|
|
22.8
|
|
2,856,110
|
|
22.5
|
||
Commercial construction
|
182,059
|
|
1.4
|
|
205,397
|
|
1.6
|
||
Total commercial real estate
|
3,147,010
|
|
24.2
|
|
3,061,507
|
|
24.1
|
||
Equipment financing
|
452,769
|
|
3.5
|
|
455,434
|
|
3.6
|
||
Net unamortized premiums
|
5,195
|
|
—
|
|
5,466
|
|
—
|
||
Net deferred costs
|
7,182
|
|
0.1
|
|
7,871
|
|
0.1
|
||
Total loans and leases
|
$
|
12,994,742
|
|
100.0
|
|
$
|
12,699,776
|
|
100.0
|
Accrued interest receivable
|
38,412
|
|
|
|
36,433
|
|
|
||
Total recorded investment in loans and leases
|
$
|
13,033,154
|
|
|
|
$
|
12,736,209
|
|
|
|
At March 31,
2014 |
|
At December 31,
2013 |
||
Non-performing loans and leases as a percentage of loans and leases
(1)
|
1.12
|
%
|
|
1.28
|
%
|
Non-performing assets as a percentage of total assets
(1)
|
0.72
|
|
|
0.82
|
|
Non-performing assets as a percentage of loans and leases plus OREO
(1)
|
1.18
|
|
|
1.35
|
|
Net charge-offs as a percentage of average loans and leases
(2)
|
0.25
|
|
|
0.47
|
|
Allowance for loan and lease losses as a percentage of loans and leases
|
1.18
|
|
|
1.20
|
|
Allowance for loan and lease losses as a percentage of non-performing loans and leases
(1)
|
105.84
|
|
|
93.65
|
|
Ratio of allowance for loan and lease losses to net charge-offs
(2)
|
4.82x
|
|
|
2.63x
|
|
|
At March 31, 2014
|
|
At December 31, 2013
|
||||||
(Dollars in thousands)
|
Amount
(1)
|
%
(2)
|
|
Amount
(1)
|
%
(2)
|
||||
Loans and leases:
|
|
|
|
|
|
||||
Residential:
|
|
|
|
|
|
||||
1-4 family
(3)
|
$
|
65,635
|
|
1.99
|
|
$
|
80,988
|
|
2.45
|
Construction
|
738
|
|
1.55
|
|
382
|
|
0.84
|
||
Total residential
|
66,373
|
|
1.98
|
|
81,370
|
|
2.43
|
||
Consumer:
|
|
|
|
|
|
||||
Home equity
(3)
|
38,568
|
|
1.64
|
|
45,434
|
|
1.93
|
||
Liquidating - home equity
|
5,875
|
|
5.72
|
|
6,245
|
|
5.95
|
||
Other consumer
|
102
|
|
0.17
|
|
139
|
|
0.23
|
||
Total consumer
|
44,545
|
|
1.77
|
|
51,818
|
|
2.06
|
||
Commercial:
|
|
|
|
|
|
||||
Commercial non-mortgage
|
12,869
|
|
0.44
|
|
10,933
|
|
0.40
|
||
Commercial real estate:
|
|
|
|
|
|
||||
Commercial real estate
|
15,925
|
|
0.54
|
|
13,428
|
|
0.47
|
||
Commercial construction
|
4,084
|
|
2.24
|
|
4,235
|
|
2.06
|
||
Total commercial real estate
|
20,009
|
|
0.64
|
|
17,663
|
|
0.58
|
||
Equipment financing
|
1,325
|
|
0.29
|
|
1,141
|
|
0.25
|
||
Total non-performing loans and leases
(4)
|
$
|
145,121
|
|
1.12
|
|
$
|
162,925
|
|
1.28
|
Deferred costs and unamortized premiums
|
310
|
|
|
|
303
|
|
|
||
Total recorded investment in non-performing loans and leases
|
$
|
145,431
|
|
|
|
$
|
163,228
|
|
|
|
|
|
|
|
|
||||
Total non-performing loans and leases
(4)
|
$
|
145,121
|
|
|
|
$
|
162,925
|
|
|
Foreclosed and repossessed assets:
|
|
|
|
|
|
||||
Residential and consumer
|
4,190
|
|
|
|
4,930
|
|
|
||
Commercial
|
3,589
|
|
|
|
3,752
|
|
|
||
Total foreclosed and repossessed assets
|
$
|
7,779
|
|
|
|
$
|
8,682
|
|
|
Total non-performing assets
(5)
|
$
|
152,900
|
|
|
|
$
|
171,607
|
|
|
(1)
|
Balances by class exclude the impact of net deferred costs and unamortized premiums.
|
(2)
|
Represents the principal balance of non-performing loans and leases as a percentage of the outstanding principal balance within the comparable loan and lease category. The percentage excludes the impact of deferred costs and unamortized premiums.
|
(3)
|
A total of
$17.6 million
residential and consumer loans were reclassified from non-accrual to accrual status in the
three months ended March 31, 2014
as a result of updated regulatory guidance issued in the first quarter of
2014
.
|
(4)
|
Includes non-accrual restructured loans and leases of
$82.7 million
at
March 31, 2014
and
$102.9 million
at
December 31, 2013
.
|
(5)
|
Excludes one non-accrual available for sale security of
$5.5 million
at
March 31, 2014
and
$5.2 million
at
December 31, 2013
.
|
|
Three months ended March 31,
|
|||||
(In thousands)
|
2014
|
2013
|
||||
Non-performing loans and leases, beginning of period
|
$
|
162,925
|
|
$
|
194,799
|
|
Additions
|
33,914
|
|
48,495
|
|
||
Paydowns/draws on existing non-performing loans and leases, net
|
(22,304
|
)
|
(25,109
|
)
|
||
Reclassification of Chapter 7 Loans to accrual status
|
(17,601
|
)
|
—
|
|
||
Charge-offs
|
(10,205
|
)
|
(16,447
|
)
|
||
Other reductions
|
(1,608
|
)
|
(2,928
|
)
|
||
Non-performing loans and leases, end of period
|
$
|
145,121
|
|
$
|
198,810
|
|
(In thousands)
|
At March 31,
2014 |
|
At December 31,
2013 |
||||
Recorded investment of TDRs:
|
|
|
|
||||
Accrual status
(1)
|
$
|
251,042
|
|
|
$
|
238,926
|
|
Non-accrual status
(1)
|
82,871
|
|
|
102,972
|
|
||
Total recorded investment of TDRs
|
$
|
333,913
|
|
|
$
|
341,898
|
|
|
|
|
|
||||
Accruing TDRs performing under modified terms more than one year
|
67.4
|
%
|
|
58.2
|
%
|
||
Specific reserves for TDRs included in the balance of allowance for loan and lease losses
|
$
|
19,709
|
|
|
$
|
20,360
|
|
Additional funds committed to borrowers in TDR status
|
1,242
|
|
|
1,262
|
|
(1)
|
A total of
$17.6 million
residential and consumer loans were reclassified from non-accrual to accrual status in the
three months ended March 31, 2014
as a result of updated regulatory guidance issued in the first quarter of
2014
.
|
|
Three months ended
March 31,
|
|||||
(In thousands)
|
2014
|
2013
|
||||
TDRs, beginning of period
|
$
|
341,898
|
|
$
|
404,161
|
|
Additions
|
3,720
|
|
18,165
|
|
||
Paydowns/draws on existing TDRs, net
|
(531
|
)
|
(8,616
|
)
|
||
Charge-offs post modification
|
(6,176
|
)
|
(5,044
|
)
|
||
Loan sales
|
—
|
|
—
|
|
||
Change in TDR status and transfers to OREO
|
(4,998
|
)
|
(820
|
)
|
||
TDRs, end of period
|
$
|
333,913
|
|
$
|
407,846
|
|
|
At March 31,
2014 |
|
At December 31, 2013
|
||||||
(Dollars in thousands)
|
Amount
(1)
|
%
(2)
|
|
Amount
(1)
|
%
(2)
|
||||
Residential:
|
|
|
|
|
|
||||
1-4 family
|
$
|
18,966
|
|
0.57
|
|
$
|
17,929
|
|
0.54
|
Construction
|
—
|
|
—
|
|
356
|
|
0.78
|
||
Consumer:
|
|
|
|
|
|
||||
Home equity
|
13,877
|
|
0.59
|
|
18,290
|
|
0.78
|
||
Liquidating - home equity
|
2,325
|
|
2.26
|
|
1,806
|
|
1.72
|
||
Other consumer
|
675
|
|
1.09
|
|
636
|
|
1.05
|
||
Commercial:
|
|
|
|
|
|
||||
Commercial non-mortgage
|
7,913
|
|
0.27
|
|
4,100
|
|
0.15
|
||
Commercial real estate:
|
|
|
|
|
|
||||
Commercial real estate
|
2,450
|
|
0.08
|
|
4,897
|
|
0.17
|
||
Commercial construction
|
230
|
|
0.13
|
|
—
|
|
—
|
||
Equipment financing
|
698
|
|
0.15
|
|
362
|
|
0.08
|
||
Total loans and leases past due 30-89 days
|
47,134
|
|
0.36
|
|
48,376
|
|
0.38
|
||
Past due 90 days or more accruing:
|
|
|
|
|
|
||||
Commercial non-mortgage
|
387
|
|
0.01
|
|
4,269
|
|
0.16
|
||
Commercial real estate
|
463
|
|
0.02
|
|
232
|
|
0.01
|
||
Total loans and leases past due 90 days and accruing
|
850
|
|
0.01
|
|
4,501
|
|
0.04
|
||
Total loans and leases over 30 days delinquent
|
$
|
47,984
|
|
0.37
|
|
$
|
52,877
|
|
0.42
|
Deferred costs and unamortized premiums
|
134
|
|
|
|
189
|
|
|
||
Accrued interest
|
577
|
|
|
|
669
|
|
|
||
Total recorded investment over 30 day delinquent loans
|
$
|
48,695
|
|
|
|
$
|
53,735
|
|
|
(1)
|
Past due loan and lease balances exclude non-accrual loans and leases.
|
(2)
|
Represents the principal balance of past due loans and leases as a percentage of the outstanding principal balance within the comparable loan and lease category. The percentage excludes the impact of deferred costs and unamortized premiums.
|
|
At March 31,
2014 |
|
At December 31,
2013 |
||||||
(Dollars in thousands)
|
Amount
|
%
(1)
|
|
Amount
|
%
(1)
|
||||
Residential
|
$
|
19,419
|
|
0.58
|
|
$
|
20,580
|
|
0.61
|
Consumer
|
35,289
|
|
1.40
|
|
39,551
|
|
1.56
|
||
Commercial
|
53,110
|
|
1.51
|
|
47,706
|
|
1.45
|
||
Commercial real estate
|
31,130
|
|
0.99
|
|
29,883
|
|
0.98
|
||
Equipment financing
|
3,889
|
|
0.85
|
|
3,912
|
|
0.85
|
||
Unallocated
|
10,763
|
|
—
|
|
10,941
|
|
—
|
||
Total ALLL
|
$
|
153,600
|
|
1.18
|
|
$
|
152,573
|
|
1.20
|
|
Three months ended March 31,
|
|||
|
2014
|
2013
|
||
Net charge-offs (recoveries)
(1)
|
|
|
||
Residential
|
0.11
|
%
|
0.33
|
%
|
Consumer
|
0.60
|
|
1.32
|
|
Commercial
|
0.25
|
|
0.37
|
|
Commercial real estate
|
0.25
|
|
0.51
|
|
Equipment financing
|
(0.70
|
)
|
(0.73
|
)
|
Total net charge-offs to total average loans and leases
|
0.25
|
%
|
0.56
|
%
|
|
At or for the three months ended March 31,
|
|||||
(In thousands)
|
2014
|
2013
|
||||
Allowance for loan and lease losses, beginning balance
|
$
|
152,573
|
|
$
|
177,129
|
|
Provision
|
9,000
|
|
7,500
|
|
||
Charge-offs:
|
|
|
||||
Residential
|
(1,158
|
)
|
(2,936
|
)
|
||
Consumer
|
(4,886
|
)
|
(10,407
|
)
|
||
Commercial
|
(3,148
|
)
|
(4,339
|
)
|
||
Commercial real estate
|
(2,405
|
)
|
(3,760
|
)
|
||
Equipment financing
|
—
|
|
(87
|
)
|
||
Total charge-offs
|
(11,597
|
)
|
(21,529
|
)
|
||
Recoveries:
|
|
|
||||
Residential
|
260
|
|
250
|
|
||
Consumer
|
1,113
|
|
1,822
|
|
||
Commercial
|
973
|
|
1,599
|
|
||
Commercial real estate
|
479
|
|
241
|
|
||
Equipment financing
|
799
|
|
828
|
|
||
Total recoveries
|
3,624
|
|
4,740
|
|
||
Net charge-offs
|
(7,973
|
)
|
(16,789
|
)
|
||
Allowance for loan and lease losses, ending balance
|
$
|
153,600
|
|
$
|
167,840
|
|
|
|
|
||||
Reserve for unfunded credit commitments:
(1)
|
|
|
||||
Reserve for unfunded credit commitments, beginning balance
|
$
|
4,384
|
|
$
|
5,662
|
|
Provision
|
327
|
|
—
|
|
||
Benefit
|
—
|
|
(525
|
)
|
||
Reserve for unfunded credit commitments, ending balance
|
$
|
4,711
|
|
$
|
5,137
|
|
NII
|
-200bp
|
-100bp
|
+100bp
|
+200bp
|
March 31, 2014
|
N/A
|
N/A
|
0.5%
|
1.4%
|
December 31, 2013
|
N/A
|
N/A
|
0.1%
|
0.6%
|
PPNR
|
-200bp
|
-100bp
|
+100bp
|
+200bp
|
March 31, 2014
|
N/A
|
N/A
|
1.3%
|
3.2%
|
December 31, 2013
|
N/A
|
N/A
|
0.7%
|
2.0%
|
NII
|
Short End of the Yield Curve
|
|
Long End of the Yield Curve
|
||||||
|
-100bp
|
-50bp
|
+50bp
|
+100bp
|
|
-100bp
|
-50bp
|
+50bp
|
+100bp
|
March 31, 2014
|
N/A
|
N/A
|
(0.7)%
|
(1.2)%
|
|
(2.8)%
|
(1.4)%
|
1.4%
|
2.7%
|
December 31, 2013
|
N/A
|
N/A
|
(1.1)%
|
(2.0)%
|
|
(2.8)%
|
(1.4)%
|
1.3%
|
2.6%
|
PPNR
|
Short End of the Yield Curve
|
|
Long End of the Yield Curve
|
||||||
|
-100bp
|
-50bp
|
+50bp
|
+100bp
|
|
-100bp
|
-50bp
|
+50bp
|
+100bp
|
March 31, 2014
|
N/A
|
N/A
|
(0.7)%
|
(1.2)%
|
|
(4.7)%
|
(2.2)%
|
2.1%
|
4.5%
|
December 31, 2013
|
N/A
|
N/A
|
(1.4)%
|
(2.6)%
|
|
(4.5)%
|
(2.1)%
|
2.1%
|
4.3%
|
|
Book
Value
|
Estimated
Economic
Value
|
Estimated Economic Value Change
|
|||||||
|
||||||||||
(Dollars in thousands)
|
-100 BP
|
+100 BP
|
||||||||
March 31, 2014
|
|
|
|
|
||||||
Assets
|
$
|
21,175,745
|
|
$
|
20,944,903
|
|
N/A
|
$
|
(537,165
|
)
|
Liabilities
|
18,936,116
|
|
18,399,737
|
|
N/A
|
(416,748
|
)
|
|||
Total
|
$
|
2,239,629
|
|
$
|
2,545,166
|
|
N/A
|
$
|
(120,417
|
)
|
Net change as % base net economic value
|
|
|
|
(4.7
|
)%
|
|||||
|
|
|
|
|
||||||
December 31, 2013
|
|
|
|
|
||||||
Assets
|
$
|
20,852,999
|
|
$
|
20,589,480
|
|
N/A
|
$
|
(571,146
|
)
|
Liabilities
|
18,643,811
|
|
18,108,291
|
|
N/A
|
(374,071
|
)
|
|||
Total
|
$
|
2,209,188
|
|
$
|
2,481,189
|
|
N/A
|
$
|
(197,075
|
)
|
Net change as % base net economic value
|
|
|
|
(7.9
|
)%
|
Period
|
Total
Number of
Shares
Purchased
(1)
|
Average Price
Paid
Per Share
|
Number of Shares Purchased as Part of Publicly Announced Plans or Programs
|
Maximum
Dollar Amount Available for Repurchase
Under the Plans
or Programs
(1)
|
||||||
January 1-31, 2014
|
—
|
|
$
|
—
|
|
—
|
|
$
|
50,000,000
|
|
February 1-28, 2014
|
219,064
|
|
$
|
29.90
|
|
149,904
|
|
$
|
45,526,931
|
|
March 1-31, 2014
|
178,800
|
|
$
|
31.40
|
|
178,167
|
|
$
|
39,932,780
|
|
Total
|
397,864
|
|
$
|
30.58
|
|
328,071
|
|
$
|
39,932,780
|
|
(1)
|
The Company’s current stock repurchase program, which was announced on December 6, 2012, authorized the Company to repurchase $100 million of common stock. The program will remain in effect until fully utilized or until modified, superseded, or terminated. Included in the total number of shares purchased during the
three months ended March 31, 2014
were
69,793
shares purchased outside of the repurchase program in the open market to fund equity compensation plans.
|
Exhibit No.
|
|
Exhibit Description
|
3
|
|
Certificate of Incorporation and Bylaws.
|
3.1
|
|
Third Amended and Restated Certificate of Incorporation (filed as Exhibit 3.1 to the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2012 filed with the SEC on May 2, 2012 and incorporated herein by reference).
|
3.2
|
|
Certificate of Designations establishing the rights of the Company's 8.50% Series A Non Cumulative Perpetual Convertible Preferred Stock (filed as Exhibit 3.1 to the Company's Current Report on Form 8-K filed with the SEC on June 11, 2008 and incorporated herein by reference).
|
3.3
|
|
Certificate of Designations establishing the rights of the Company's Fixed Rate Cumulative Perpetual Preferred Stock, Series B (filed as Exhibit 3.1 to the Company's Current Report on Form 8-K filed with the SEC on November 24, 2008 and incorporated herein by reference).
|
3.4
|
|
Certificate of Designations establishing the rights of the Company's Perpetual Participating Preferred Stock, Series C (filed as Exhibit 3.1 to the Company's Current Report on Form 8-K filed with the SEC on July 31, 2009 and incorporated herein by reference).
|
3.5
|
|
Certificate of Designations establishing the rights of the Company's Non-Voting Perpetual Participating Preferred Stock, Series D (filed as Exhibit 3.2 to the Company's Current Report on Form 8-K filed with the SEC on July 31, 2009 and incorporated herein by reference).
|
3.6
|
|
Certificate of Designations establishing the rights of the Company's 6.40% Series E Non-Cumulative Perpetual Preferred Stock (filed as Exhibit 3.3 to the Company's Registration Statement on Form 8-A filed with the SEC on December 4, 2012 and incorporated herein by reference).
|
3.7
|
|
Bylaws, as amended effective October 22, 2012 (filed as Exhibit 3.1 to the Company's Current Report on Form 8-K filed with the SEC on October 26, 2012 and incorporated herein by reference).
|
4
|
|
Instruments Defining the Rights of Security Holders.
|
4.1
|
|
Senior Debt Indenture, dated as of February 11, 2014, between the Company and The Bank of New York Mellon, as trustee (filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the SEC on February 11, 2014, and incorporated herein by reference).
|
4.2
|
|
Supplemental Indenture, dated as of February 11, 2014, between the Company and The Bank of New York Mellon, as trustee, relating to and including form of global note representing the Company’s 4.375% Senior Notes due February 15, 2024 (filed as Exhibit 4.2 to the Company’s Current Report on Form 8-K filed with the SEC on February 11, 2014, and incorporated herein by reference).
|
10
|
|
Material Contracts
|
10.1
|
|
Change of Control Agreement, dated as of January 3, 2014, by and between Webster Financial Corporation and Charles L. Wilkins (filed as Exhibit 10.13 to the Company's Annual Report on Form 10-K for the year ended December 31, 2013, filed with the SEC on February 28, 2014, and incorporated herein by reference).
|
10.2
|
|
Non-Solicitation Agreement, dated as of January 3, 2014, by and between Webster Financial Corporation and Charles L. Wilkins (filed as Exhibit 10.18 to the Company's Annual Report on Form 10-K for the year ended December 31, 2013, filed with the SEC on February 28, 2014, and incorporated herein by reference).
|
10.3
|
|
Change of Control Agreement, dated as of March 10, 2014, by and between Webster Financial Corporation and Dawn C. Morris.
|
10.4
|
|
Non-Solicitation Agreement, dated as of March 10, 2014, by and between Webster Financial Corporation and Dawn C. Morris.
|
31.1
|
|
Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, signed by the Chief Executive Officer.
|
31.2
|
|
Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, signed by the Chief Financial Officer.
|
32.1
|
|
Written statement pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, signed by the Chief Executive Officer.
|
32.2
|
|
Written statement pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, signed by the Chief Financial Officer.
|
101.INS
|
|
XBRL Instance Document
|
101.SCH
|
|
XBRL Taxonomy Extension Schema Document
|
101.CAL
|
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
101.DEF
|
|
XBRL Taxonomy Extension Definitions Linkbase Document
|
101.LAB
|
|
XBRL Taxonomy Extension Label Linkbase Document
|
101.PRE
|
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
|
|
|
|
WEBSTER FINANCIAL CORPORATION
|
|
|
|
|
Registrant
|
|
|
|
|
|
Date: May 7, 2014
|
|
|
By:
|
/
S
/ J
AMES
C. S
MITH
|
|
|
|
|
James C. Smith
|
|
|
|
|
Chairman and Chief Executive Officer
|
|
|
|
|
|
Date: May 7, 2014
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By:
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LENN
I. M
AC
I
NNES
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Glenn I. MacInnes
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Executive Vice President and
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Chief Financial Officer
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(Principal Financial Officer)
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Date: May 7, 2014
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By:
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S
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REGORY
S. M
ADAR
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Gregory S. Madar
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Senior Vice President and
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Chief Accounting Officer
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(Principal Accounting Officer)
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Exhibit No.
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Exhibit Description
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3
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Certificate of Incorporation and Bylaws.
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3.1
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Third Amended and Restated Certificate of Incorporation (filed as Exhibit 3.1 to the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2012 filed with the SEC on May 2, 2012 and incorporated herein by reference).
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3.2
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Certificate of Designations establishing the rights of the Company's 8.50% Series A Non Cumulative Perpetual Convertible Preferred Stock (filed as Exhibit 3.1 to the Company's Current Report on Form 8-K filed with the SEC on June 11, 2008 and incorporated herein by reference).
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3.3
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Certificate of Designations establishing the rights of the Company's Fixed Rate Cumulative Perpetual Preferred Stock, Series B (filed as Exhibit 3.1 to the Company's Current Report on Form 8-K filed with the SEC on November 24, 2008 and incorporated herein by reference).
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3.4
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Certificate of Designations establishing the rights of the Company's Perpetual Participating Preferred Stock, Series C (filed as Exhibit 3.1 to the Company's Current Report on Form 8-K filed with the SEC on July 31, 2009 and incorporated herein by reference).
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3.5
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Certificate of Designations establishing the rights of the Company's Non-Voting Perpetual Participating Preferred Stock, Series D (filed as Exhibit 3.2 to the Company's Current Report on Form 8-K filed with the SEC on July 31, 2009 and incorporated herein by reference).
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3.6
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Certificate of Designations establishing the rights of the Company's 6.40% Series E Non-Cumulative Perpetual Preferred Stock (filed as Exhibit 3.3 to the Company's Registration Statement on Form 8-A filed with the SEC on December 4, 2012 and incorporated herein by reference).
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3.7
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Bylaws, as amended effective October 22, 2012 (filed as Exhibit 3.1 to the Company's Current Report on Form 8-K filed with the SEC on October 26, 2012 and incorporated herein by reference).
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4
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Instruments Defining the Rights of Security Holders.
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4.1
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Senior Debt Indenture, dated as of February 11, 2014, between the Company and The Bank of New York Mellon, as trustee (filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the SEC on February 11, 2014, and incorporated herein by reference).
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4.2
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Supplemental Indenture, dated as of February 11, 2014, between the Company and The Bank of New York Mellon, as trustee, relating to and including form of global note representing the Company’s 4.375% Senior Notes due February 15, 2024 (filed as Exhibit 4.2 to the Company’s Current Report on Form 8-K filed with the SEC on February 11, 2014, and incorporated herein by reference).
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10
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Material Contracts
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10.1
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Change of Control Agreement, dated as of January 3, 2014, by and between Webster Financial Corporation and Charles L. Wilkins (filed as Exhibit 10.13 to the Company's Annual Report on Form 10-K for the year ended December 31, 2013, filed with the SEC on February 28, 2014, and incorporated herein by reference).
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10.2
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Non-Solicitation Agreement, dated as of January 3, 2014, by and between Webster Financial Corporation and Charles L. Wilkins (filed as Exhibit 10.18 to the Company's Annual Report on Form 10-K for the year ended December 31, 2013, filed with the SEC on February 28, 2014, and incorporated herein by reference).
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10.3
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Change of Control Agreement, dated as of March 10, 2014, by and between Webster Financial Corporation and Dawn C. Morris.
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10.4
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Non-Solicitation Agreement, dated as of March 10, 2014, by and between Webster Financial Corporation and Dawn C. Morris.
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31.1
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Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, signed by the Chief Executive Officer.
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31.2
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Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, signed by the Chief Financial Officer.
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32.1
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Written statement pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, signed by the Chief Executive Officer.
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32.2
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Written statement pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, signed by the Chief Financial Officer.
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101.INS
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XBRL Instance Document
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101.SCH
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XBRL Taxonomy Extension Schema Document
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101.CAL
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XBRL Taxonomy Extension Calculation Linkbase Document
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101.DEF
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XBRL Taxonomy Extension Definitions Linkbase Document
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101.LAB
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XBRL Taxonomy Extension Label Linkbase Document
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101.PRE
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XBRL Taxonomy Extension Presentation Linkbase Document
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If to the Executive:
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At the last address on file in the Company’s records
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If to the Company:
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Webster Financial Corporation
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/s/ Dawn C. Morris
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Executives Name
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WEBSTER FINANCIAL CORPORATION
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By:
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/s/ James C. Smith
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Title:
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Chairman and Chief Executive Officer
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1.
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Covenants
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/s/ Dawn C. Morris
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Executives Name
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WEBSTER FINANCIAL CORPORATION
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By:
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/s/ James C. Smith
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Title:
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Chairman and Chief Executive Officer
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1.
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I have reviewed this Quarterly Report on Form 10-Q of Webster Financial Corporation;
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2.
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Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
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3.
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Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
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4.
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The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
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(a)
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Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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(b)
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Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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(c)
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Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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(d)
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Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
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5.
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The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
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(a)
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All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
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(b)
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Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
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/s/ James C. Smith
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James C. Smith
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Chairman and Chief Executive Officer
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1.
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I have reviewed this Quarterly Report on Form 10-Q of Webster Financial Corporation;
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2.
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Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
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3.
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Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
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4.
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The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
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(a)
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Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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(b)
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Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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(c)
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Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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(d)
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Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
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5.
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The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
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(a)
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All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
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(b)
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Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
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/s/ Glenn I. MacInnes
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Glenn I. MacInnes
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Executive Vice President and Chief Financial Officer
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(Principal Financial Officer)
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(a)
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the Form 10-Q Report of the Company for the quarter ended March 31, 2014 filed on the date hereof with the Securities and Exchange Commission (the “Report”) fully complies with the requirements of Section 13(a) or Section 15(d), as applicable, of the Securities Exchange Act of 1934, as amended; and
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(b)
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the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
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/s/ James C. Smith
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James C. Smith
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Chairman and Chief Executive Officer
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(a)
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the Form 10-Q Report of the Company for the quarter ended March 31, 2014 filed on the date hereof with the Securities and Exchange Commission (the “Report”) fully complies with the requirements of Section 13(a) or Section 15(d), as applicable, of the Securities Exchange Act of 1934, as amended; and
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(b)
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the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
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/s/ Glenn I. MacInnes
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Glenn I. MacInnes
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Executive Vice President and Chief Financial Officer
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(Principal Financial Officer)
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