Webster Reports 15 Percent Increase In Operating Earnings

Oct 15, 2002

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WATERBURY, Conn., Oct 15, 2002 (BUSINESS WIRE) -- Webster Financial Corporation (Nasdaq: WBST), the holding company for Webster Bank, today reported a 15 percent increase in operating earnings for the third quarter ended September 30, 2002 to $40.4 million or $.84 per diluted share, compared to $35.0 million or $.70 per diluted share for the year-ago period.

For the first nine months of 2002, operating earnings increased 18 percent to $120.6 million or $2.46 per diluted share, compared to $102.3 million or $2.06 per diluted share in the year-ago period. Operating earnings are defined as net income excluding non-recurring items.

"Webster's execution of its strategic plan for growth has produced another strong quarter for our shareholders," said James C. Smith, Webster chairman and chief executive officer. "Our core results continue to be positive and reflect underlying strength in many of our businesses despite the challenging economic environment. We generated continuing earnings growth in the quarter, completed the strategic acquisition of an asset-based lending business and garnered continuing success with our de novo branch expansion plan."

The increase in operating earnings for the quarter was driven by growth in revenues, which rose 9 percent compared to the year-ago period. Most of the revenue increase came as a result of growth in net interest income, which increased 10 percent and growth in fee-based services, which increased 9 percent, compared to the year-ago period.

Total loans increased 20 percent to $8.3 billion from $6.9 billion a year-ago, due primarily to growth in the consumer portfolio and to the acquisition in August 2002 of $450 million of asset-based loans with the purchase of Whitehall Business Credit Corporation. Total deposits increased 6 percent to $7.4 billion at the end of the 2002 third quarter, from $7.0 billion the prior year due to growth in core deposits. Core deposits increased 19.5 percent to $4.6 billion from a year ago and now represent 63 percent of total deposits, up from 56 percent a year ago. Total assets are now $13.3 billion, up from $11.6 billion at September 30, 2001.

Webster President and Chief Operating Officer William T. Bromage said, "The completion of Webster's acquisition of Whitehall Business Credit Corporation has strengthened our asset-based lending capabilities and expanded our geographic reach. By continuing to diversify our lending business, we are creating more opportunities for continued growth."

For the first nine months of 2002, net income was $113.3 million or $2.31 per diluted share, compared to $96.5 million or $1.94 per diluted share in the year-ago period. The 2002 and 2001 results included, net of taxes, net non-recurring charges of $7.3 million and $5.8 million, respectively.

The three and nine months results reflect the adoption of a new accounting standard eliminating the amortization of goodwill expense beginning January 1, 2002. Had the new accounting standard been effective in the 2001 third quarter and nine months period, operating earnings for those periods would have been $38.8 million or $.78 per diluted share and $113.2 million or $2.28 per diluted share, respectively.

Financial Highlights

Net interest income for the quarter increased 10 percent to $102.6 million from $93.6 million in the year-ago period and was unchanged from the second quarter of 2002. The increase year over year was due primarily to growth in earning assets and low-cost core deposits. The securities and loan portfolios increased $364 million and $1.4 billion, respectively, from a year ago. On a linked-quarter comparison, the increase in the loan portfolios contributed to growth in net interest income, which was offset by declining loan yields. Like most financial institutions, Webster was impacted during the quarter by the precipitous drop in long-term interest rates. As a result, mortgage loans and mortgage-backed securities experienced significant prepayments with proceeds reinvested at lower yields. The net interest margin (net interest income as a percentage of average earning assets) was 3.52 percent in the third quarter, compared to 3.54 percent a year ago and down from 3.61 percent in the second quarter of 2002.

Revenue from fee-based services, excluding gains on the sale of securities, increased 9 percent to $41.2 million from $37.9 million in the year-ago period. This increase is due primarily to revenue related to loan and loan-servicing fees, financial advisory fees, higher revenues at Webster Insurance and to expanded product offerings to Webster's growing customer base. The increase was partially offset by a decline in revenues from trust and investment services. Included in loan and loan servicing fees for the quarter was a charge of $865,000 related to the impairment of capitalized mortgage servicing rights. Income from fee-based services as a percent of total revenue was 29 percent in the third quarter.

Noninterest expenses increased $6.9 million to $84.1 million for the quarter, compared to $77.2 million the prior year due predominantly to salaries and benefits expenses. Investments in new employees to support the growing lending and fee-based businesses and branch expansion account for approximately half of the increase. The increase can also be attributed to one-time expenses of $1.3 million associated with the acquisition of Whitehall Business Credit Corporation, employee severance of $830,000, and a $690,000 equity investment write-down.

The allowance for loan losses increased to $116.1 million or 1.40 percent of total loans at September 30, 2002, from $96.7 million or 1.40 percent of total loans in the year-ago period and $99.7 million or 1.34 percent in the second quarter of 2002. The increase in the allowance for loan losses is due primarily to reserves of $16.3 million established in connection with the acquisition of the loan portfolio of Whitehall Business Credit Corporation.

Nonperforming assets totaled $72.2 million or 0.54 percent of total assets at September 30, 2002, compared to $60.2 million or 0.52 percent a year earlier and up from $51.6 million or 0.41 percent at the end of the second quarter of 2002. The increase can be attributed to five loans totaling $24 million deemed to be nonperforming and placed on nonaccrual status. While these loans are secured and are contractually current with respect to interest and principal payments, future payments will be applied to reduce principal balances. The allowance for loan losses as a percent of nonaccrual loans was 169 percent, compared to 167 percent at September 30, 2001 and down from 206 percent at June 30, 2002.

Book value per common share increased 9 percent to $22.43 and tangible book value increased 14 percent to $16.03 at September 30, 2002 due primarily to higher earnings and an increase in the market value of available-for-sale securities. Webster purchased 2.1 million of its common shares on the open market during the third quarter. Common shares outstanding, net of treasury shares, at the end of the third quarter amounted to 46.4 million compared to 49.3 million a year-ago.

Strategic Actions

In September, Webster opened its second branch in Danbury, the fourth branch opening this year in its aggressive expansion plan to open a minimum of 20 branches, principally in Fairfield County, during the next three years. Webster now has 16 branch locations in 10 Fairfield County towns. Webster initiated its expansion plan in February of this year with a new branch on Summer Street in Stamford, followed by branch openings at Atlantic Street in downtown Stamford and a Boston Post Road branch in Darien. These branches have continued to perform significantly ahead of plan with core deposits representing over 90 percent of total deposits.

In September, Webster announced that it plans to list its common shares on the New York Stock Exchange ("NYSE") under the new ticker symbol "WBS". Trading is expected to begin on the NYSE on Thursday, October 17, 2002.

In August, Webster announced that it had completed the acquisition of the asset-based lending division of IBJ Whitehall Business Credit Corporation, a subsidiary of the Industrial Bank of Japan Trust Company. The business operates as a subsidiary of Webster Bank under the name, Whitehall Business Credit Corporation. With the closing of this transaction, Webster has acquired a business with approximately $450 million of outstanding loans, most of which are to customers in the Northeast.

Webster strengthened its management team with two key executive appointments. In July, Webster announced the appointment of Nathaniel C. Brinn as Executive Vice President, Corporate Development for Webster Bank. In this capacity, Brinn is responsible for directing Webster's corporate development, including mergers, acquisitions and strategic investments and reports directly to Webster chairman and chief executive officer, James C. Smith. Prior to joining Webster, Mr. Brinn held senior management positions in corporate development for more than a decade with HSB Group, Inc. in Hartford, Connecticut, and with Phoenix Companies Inc., also in Hartford. In his most recent position Brinn was senior vice president, business development and new products for HSB Group, Inc.

In October, Webster announced the appointment of Bruce E. Wolfe as Executive Vice President of Webster Bank to lead the reorganization of Webster's investment management business. His responsibilities encompass Webster Financial Advisors, including Webster Trust Company and Webster's private bank, and Webster Investment Services. Prior to joining Webster, Mr. Wolfe was managing director responsible for global strategy with Merrill Lynch Investment Managers in New York. Before his tenure with Merrill Lynch, Wolfe was a principal with Morgan Stanley & Company in New York.

Webster Financial Corporation is the holding company for Webster Bank and Webster Insurance. With $13 billion in assets, Connecticut-based Webster Bank provides business and consumer banking, mortgage, trust and investment services through more than 108 banking offices, 214 ATMs and the Internet (www.websteronline.com). Webster Financial Corporation is majority owner of Chicago-based Duff & Phelps, LLC, a leader in valuation and financial advisory services to middle-market companies, and Webster Bank owns Center Capital Corporation, an equipment leasing and financing company headquartered in Farmington, Connecticut and Webster Trust Company, N.A.

For more information on Webster, including past press releases and the latest Annual Report, visit the Webster Bank website at www.websteronline.com.

Conference Call

A conference call covering today's announcement will be held today, Tuesday, October 15, at 11 a.m., Eastern Time and may be heard through Webster's investor relations website at www.wbst.com, or in listen-only mode by calling 1-800-482-2225 (Access Code: 2408651). The call will be archived on the website and available for future retrieval.

Statements in this press release regarding Webster Financial Corporation's business that are not historical facts are "forward looking statements" that involve risks and uncertainties. For a discussion of such risks and uncertainties, which could cause actual results to differ from those contained in the forward-looking statement, see "Forward Looking Statements" in the Company's Annual Report for the most recent fiscal year.

Selected Financial Highlights (unaudited)
------------------------ ----------------------- ---------------------
                            At or for the Three    At or for the Nine
(Dollars in thousands,    Months Ended Sept. 30, Months Ended Sept 30,
 except per share data)         2002       2001       2002       2001
------------------------ ----------------------- ---------------------
Operating income and 
performance ratios 
(annualized) (a):
-----------------------
As reported:
Operating income            $ 40,424   $ 35,031  $ 120,611  $ 102,274
Operating income per 
 common share (diluted)         0.84       0.70       2.46       2.06
Return on average 
 shareholders' equity          15.30%     14.35%     15.43%     14.55%
Return on average assets        1.28       1.21       1.31       1.18
Fee income as a 
 percentage of total revenue   28.65      28.85      28.08      29.12
Efficiency ratio (b)           53.10      49.95      51.53      50.48

2001 adjusted for 
 SFAS Nos. 142 and 147:
Operating income            $ 40,424   $ 38,787  $ 120,611  $ 113,215
Operating income per 
 common share (diluted)         0.84       0.78       2.46       2.28
Return on average 
 shareholders' equity          15.30%     15.75%     15.43%     16.01%
Return on average assets        1.28       1.34       1.31       1.31

Net income and performance 
 ratios after nonrecurring 
  items (annualized):
----------------------------------------------------------------------

Net income                  $ 40,424   $ 35,031  $ 113,331   $ 96,518
Net income per 
 common share (diluted)         0.84       0.70       2.31       1.94
Return on average 
 shareholders' equity          15.30%     14.35%     14.50%     13.73%
Return on average assets        1.28       1.21       1.23       1.12



Cash income and performance ratios (annualized) (c):
----------------------------------------------------------------------

Cash income                  $ 43,010   $ 41,410  $ 128,424  $ 121,085
Cash income per 
 common share (diluted)         0.89       0.83       2.62       2.43
Cash return on average 
 shareholders' equity          16.28%     16.81%     16.43%     17.12%
Cash return 
 on average assets              1.36       1.43       1.39       1.40

Other ratios (annualized):
----------------------------------------------------------------------

Shareholders' 
 equity / total assets          7.84%      8.76%      7.84%      8.76%
Interest-rate spread            3.45       3.43       3.46       3.34
Net interest margin             3.52       3.54       3.55       3.43

Share related:
----------------------------------------------------------------------

Book value 
 per common share           $  22.43   $  20.63   $  22.43  $   20.63
Tangible book 
 value per common share        16.03      14.02      16.03      14.02
Common stock closing price     33.58      32.96      33.58      32.96
Dividends declared 
 per common share               0.19       0.17       0.55       0.50
Common shares 
 issued and outstanding   46,415,424 49,325,947 46,415,424 49,325,947
Basic shares (average)    47,302,503 49,223,332 48,240,032 49,094,463
Diluted shares (average)  48,120,915 49,928,543 49,090,772 49,760,573


	   (a) Excludes 2002 nonrecurring item which is SFAS No. 142
        transitional goodwill impairment adjustment of $7.3 million,
        net of taxes. For 2001 items are, net of taxes: $352
        thousand related to net insurance proceeds (Q2), $2.5 million
        of branch reconfiguration expenses (Q1), $2.4 million expense
        related to the adoption of accounting standards for derivative
        instruments and hedging activities(Q1) and $1.2 million
        expense related to the early extinguishment of debt (Q1).

	   (b) Excludes nonrecurring income and operating expense items
        (refer to item (a)), intangible amortization, capital
        securities, preferred dividend, minority interest, foreclosed
        property and repossession expenses.

	   (c) Net income excluding tax-effected intangible amortization and
        nonrecurring items (refer to item (a)). 2001 periods are
        adjusted for SFAS Nos. 142 and 147.




----------------------------------------------------------------------
Consolidated Statements of Condition   (unaudited)
----------------------------------------------------------------------
                                       Sept. 30,   June 30,  Sept. 30,
(Dollars in thousands)                     2002     2002(a)      2001
----------------------------------------------------------------------

Assets:

Cash and due from  
 depository institutions            $   212,606    244,257    255,620
Short-term investments                   30,542     55,539      1,782

Securities:
Trading, at fair value                    1,104        163        147
Available for sale, at fair value     4,106,734  4,155,071  3,743,350
                                    ----------- ---------- ----------
  Total securities                    4,107,838  4,155,234  3,743,497
                                    ----------- ---------- ----------

Loans receivable:
Residential mortgages                 3,854,217  3,653,742  3,755,401
Commercial                            1,884,215  1,392,344  1,358,904
Commercial real estate                1,005,296    992,160    952,914
Consumer                              1,562,849  1,394,497    833,998
                                    ----------- ---------- ----------
  Total loans receivable              8,306,577  7,432,743  6,901,217
Allowance for loan losses              (116,118)   (99,698)   (96,654)
                                    ----------- ---------- ----------
  Loans, net                          8,190,459  7,333,045  6,804,563

Accrued interest receivable              58,480     56,543     61,808
Premises and equipment, net              82,667     81,802     84,511
Intangible assets                       297,054    301,912    326,396
Cash surrender 
 value of life insurance                169,803    167,492    161,690
Prepaid expenses and other assets       124,124     95,106    182,384
                                    ----------- ---------- ----------

  Total assets                      $13,273,573 12,490,930 11,622,251
                                    =========== ========== ==========

Liabilities and Shareholders' Equity:

Deposits:
Checking and NOW                    $ 1,774,908  1,793,480  1,568,905
Savings and MMDAs                     2,858,477  2,743,220  2,309,147
Certificates of deposit               2,624,344  2,696,163  2,917,210
                                    ----------- ---------- ----------
  Total retail deposits               7,257,729  7,232,863  6,795,262
Treasury deposits                        95,694    104,726    169,741
                                    ----------- ---------- ----------
  Total deposits                      7,353,423  7,337,589  6,965,003

Borrowed funds                        4,653,963  3,857,649  3,268,003
Accrued expenses 
 and other liabilities                   82,679     83,568    211,839
                                    ----------- ---------- ----------
Total liabilities                    12,090,065 11,278,806 10,444,845
                                    ----------- ---------- ----------
Corporation-obligated 
 mandatorily redeemable
  capital securities 
   of subsidiary trusts                 132,650    135,000    150,000

Preferred stock 
 of subsidiary corporation                9,577      9,577      9,577

Shareholders' equity                  1,041,281  1,067,547  1,017,829
                                    ----------- ---------- ----------
  Total liabilities and 
   shareholders' equity             $13,273,573 12,490,930 11,622,251
                                    =========== ========== ==========


(a) Adjusted for adoption of SFAS No. 147, "Acquisitions of Certain
    Financial Institutions".



----------------------------------------------------------------------
Consolidated Statements of Income (unaudited)
----------------------------------------------------------------------
 
                                    Three Months Ended

(Dollars in thousands,  Sept. 30, June 30, March 31, Dec. 31, Sept. 30,
except per share data)       2002   2002(a)  2002(a)    2001     2001
----------------------------------------------------------------------

Interest income:
Loans                   $ 118,492  114,027  111,495  118,534  127,991
Securities and 
 short-term investments    55,507   59,340   59,598   59,004   60,572
                        --------- -------- -------- -------- --------
  Total interest income   173,999  173,367  171,093  177,538  188,563
                        --------- -------- -------- -------- --------

Interest expense:
Deposits                   36,169   37,005   39,613   45,570   53,627
Borrowings                 35,240   33,797   34,997   36,260   41,385
                        --------- -------- -------- -------- --------
  Total interest expense   71,409   70,802   74,610   81,830   95,012
                        --------- -------- -------- -------- --------

  Net interest income     102,590  102,565   96,483   95,708   93,551
Provision for loan losses   5,000    4,000    4,000    4,000    4,000
                        --------- -------- -------- -------- --------
  Net interest income 
   after provision 
    for loan losses        97,590   98,565   92,483   91,708   89,551
                        --------- -------- -------- -------- --------
                        
Noninterest income:
Deposit service fees       15,798   14,924   13,806   14,362   14,142
Loan and loan 
 servicing fees             6,168    5,450    4,278    5,054    5,131
Trust and 
 investment services        3,758    4,068    4,387    4,377    4,984
Financial advisory
 services                   5,997    4,357    3,959    3,286    3,942
Insurance revenue           6,386    6,376    7,436    5,358    5,806
Increase in cash surrender 
 value of life insurance    2,311    2,267    2,202    2,238    2,211
Other                         777    1,047    2,010    2,094    1,709
                        --------- -------- -------- -------- --------
  Total fee revenue        41,195   38,489   38,078   36,769   37,925
Gain on sale 
 of securities, net         4,912    1,126    3,405    2,012    2,566
                        --------- -------- -------- -------- --------
  Total noninterest
   income                  46,107   39,615   41,483   38,781   40,491
                        --------- -------- -------- -------- --------
Noninterest expenses:
Compensation and benefits  43,302   41,248   40,148   35,393   35,827
Occupancy                   6,665    6,212    6,285    6,180    6,057
Furniture and equipment     7,559    6,812    6,568    6,975    7,032
Intangible amortization     3,978    4,004    4,038    7,889    7,888
Marketing                   2,622    2,438    2,424    2,300    2,045
Professional services       2,746    2,820    2,327    2,470    2,896
Capital securities          3,233    3,537    3,616    3,615    3,616
Acquisition expenses        1,349      616        -        -        -
Other                      12,675   11,156   10,793   12,320   11,840
                         -------- -------- -------- -------- --------
  Total noninterest
   expenses                84,129   78,843   76,199   77,142   77,201
                         -------- -------- -------- -------- --------
Income before income 
  taxes and
   nonrecurring items      59,568   59,337   57,767   53,347   52,841
Income taxes               19,144   18,765   18,152   17,914   17,810
                         -------- -------- -------- -------- --------
Income before 
 nonrecurring items        40,424   40,572   39,615   35,433   35,031
Nonrecurring items,
 net of taxes                   -        -   (7,280)   1,237        -
                         -------- -------- -------- -------- --------
  Net income             $ 40,424   40,572   32,335   36,670   35,031
                         ======== ======== ======== ======== ========

Net income per common share 
 before nonrecurring items:
  Basic                     $0.85     0.83     0.81     0.72     0.71
  Diluted                    0.84     0.82     0.80     0.71     0.70

Net income per common 
 share before nonrecurring 
  items: (2001 restated for 
   SFAS Nos. 142 and 147)

  Basic                     $0.85     0.83     0.81     0.80     0.79
  Diluted                    0.84     0.82     0.80     0.79     0.78

Net income per common share:
  Basic                     $0.85     0.83     0.66     0.75     0.71
  Diluted                    0.84     0.82     0.65     0.74     0.70


(a) Adjusted to reflect the adoption of SFAS No. 123, "Accounting for
    Stock-Based Compensation", and SFAS No. 147, "Acquisitions of
    Certain Financial Institutions", during the third quarter. Also,
    adjusted for reclasses made between noninterest income and
    expenses.



----------------------------------------------------------------------
Consolidated Statements of Income (unaudited)
----------------------------------------------------------------------
                                
                             Three Months Ended     Nine Months Ended
(Dollars in thousands,           September 30,         September 30,
except per share data)          2002     2001(b)      2002     2001(b)
----------------------------------------------------------------------

Interest income:
Loans                      $ 118,492    127,991  $ 344,014    401,321
Securities and 
 short-term investments       55,507     60,572    174,445    178,311
                          ----------  ---------  ---------  ---------
  Total interest income      173,999    188,563    518,459    579,632
                          ----------  ---------  ---------  ---------

Interest expense:
Deposits                      36,169     53,627    112,787    170,765
Borrowings                    35,240     41,385    104,034    137,161
                          ----------  ---------  ---------  ---------
  Total interest expense      71,409     95,012    216,821    307,926
                          ----------  ---------  ---------  ---------

  Net interest income        102,590     93,551    301,638    271,706
Provision for loan losses      5,000      4,000     13,000     10,400
                          ----------  ---------  ---------  ---------
  Net interest income 
   after provision for 
    loan losses               97,590     89,551    288,638    261,306
                          ----------  ---------  ---------  ---------

Noninterest income:
Deposit service fees          15,798     14,142     44,528     41,699
Loan and loan 
 servicing fees                6,168      5,131     15,896     13,698
Trust and 
 investment services           3,758      4,984     12,213     13,969
Financial advisory services    5,997      3,942     14,313     12,239
Insurance revenue              6,386      5,806     20,198     16,393
Increase in cash surrender 
 value of life insurance       2,311      2,211      6,780      6,926
Other                            777      1,709      3,834      6,695
                          ----------  ---------  ---------  ---------
  Total fee revenue           41,195     37,925    117,762    111,619
Gain on sale 
 of securities, net            4,912      2,566      9,443      8,609
                          ----------  ---------  ---------  ---------
  Total noninterest income    46,107     40,491    127,205    120,228
                          ----------  ---------  ---------  ---------

Noninterest expenses:
Compensation and benefits     43,302     35,827    124,698    107,506
Occupancy                      6,665      6,057     19,162     19,463
Furniture and equipment        7,559      7,032     20,939     20,903
Intangible amortization        3,978      7,888     12,020     23,338
Marketing                      2,622      2,045      7,484      6,428
Professional services          2,746      2,896      7,893      7,008
Capital securities             3,233      3,616     10,386     10,847
Acquisition expenses           1,349          -      1,965          -
Other                         12,675     11,840     34,624     32,529
                          ----------  ---------  ---------  ---------
  Total noninterest 
   expenses                   84,129     77,201    239,171    228,022
                          ----------  ---------  ---------  ---------

Income before income taxes 
 and nonrecurring items       59,568     52,841    176,672    153,512
Income taxes                  19,144     17,810     56,061     51,238
                          ----------  ---------  ---------  ---------
Income before 
 nonrecurring items           40,424     35,031    120,611    102,274
Nonrecurring items, 
 net of taxes (a)                  -          -     (7,280)    (5,756)
                          ----------  ---------  ---------  ---------
  Net income                $ 40,424     35,031  $ 113,331     96,518
                          ==========  =========  =========  =========

Net income per common share 
 before nonrecurring items:
   Basic                       $0.85       0.71      $2.50       2.08
   Diluted                      0.84       0.70       2.46       2.06

Net income per common share:
   Basic                       $0.85      $0.71      $2.35      $1.97
   Diluted                      0.84       0.70       2.31       1.94


	   (a) Nonrecurring item for 2002 is a SFAS No. 142 transitional
        goodwill impairment adjustment of $7.3 million, net of taxes.
        For 2001 items are, net of taxes: $352,000 related to net
        insurance proceeds (Q2), $2.5 million of branch
        reconfiguration expenses (Q1), $2.4 million expense related to
        the adoption of SFAS No. 133 (Q1) and $1.2 million expense
        related to early extinguishment of debt (Q1).

	   (b) Had the requirements of SFAS Nos. 142 and 147, been applied to
        the 2001 three and nine month periods, intangible amortization
        expense would have been $4,036 and $12,108, respectively,
        income before nonrecurring items $38,787 and $113,215,
        respectively, and net income $38,787 and $107,459,
        respectively. Net income per share before nonrecurring items
        would have been: basic $.79 and $2.31 and diluted $.78 and
        $2.28, respectively. Net income per share would have been:
        basic $.79 and $2.19 and diluted $.78 and $2.16, respectively.




----------------------------------------------------------------------
Retail and Wholesale Interest-Rate Spreads   (unaudited)
----------------------------------------------------------------------
Three Months Ended,                  Sept.  June  March   Dec.   Sept.
                                     2002   2002   2002   2001   2001
----------------------------------------------------------------------

Interest-rate spread
--------------------
Total interest-earning assets(a)     5.93%  6.09%  6.24%  6.64%  7.06%
Total interest-bearing liabilities   2.48   2.57   2.82   3.13   3.63
                                     ----   ----   ----   ----   ----
Interest-rate spread                 3.45%  3.52%  3.42%  3.51%  3.43%
Net interest margin                  3.52   3.61   3.51   3.61   3.54

Retail interest-rate spread
---------------------------
Yield on loans                       6.01%  6.23%  6.39%  6.78%  7.33%
Cost of deposits                     1.96   2.06   2.29   2.59   3.06
                                     ----   ----   ----   ----   ----
    Spread                           4.05%  4.17%  4.10%  4.19%  4.27%
                                     ====   ====   ====   ====   ====

Wholesale interest-rate spread
------------------------------
Yield on securities(a)               5.77%  5.84%  5.98%  6.38%  6.57%
Cost of borrowings                   3.40   3.56   3.85   4.24   4.79
                                     ----   ----   ----   ----   ----
    Spread                           2.37%  2.28%  2.13%  2.14%  1.78%
                                     ====   ====   ====   ====   ====




----------------------------------------------------------------------
Consolidated Average Statements of Condition   (unaudited)
----------------------------------------------------------------------
Three Months Ended 
 September 30,              2002                     2001
----------------------------------------------------------------------
                                     Fully                      Fully
                                     tax                        tax-
                                     equiv-                     equiv-
                                     alent-                     alent
(Dollars in    Average               yield/ Average             yield/
 thousands)    balance   Interest(b) rate   balance  Interest(b)rate
----------------------------------------------------------------------

Assets:
Interest-earning 
 assets:
Loans           $ 7,827,113 $118,492 6.01%  $6,932,448 $127,994 7.33%
Securities 
 and short-term
  investments     3,961,172   55,807 5.77(a) 3,742,996   60,883 6.57(a)
                 ---------- -------- ----   ---------- -------- ----
  Total interest-
   earning 
    assets       11,788,285  174,299 5.93   10,675,444  188,877 7.06
                            --------                   --------
Noninterest-
 earning assets     857,424                    878,582
               ------------                -----------
  Total assets $ 12,645,709                $11,554,026
               ============                ===========

Liabilities and 
 Shareholders' 
  Equity:
Interest-bearing 
 liabilities:
Interest-bearing 
 deposits       $ 6,387,698  $36,169 2.25% $ 6,152,366 $ 53,627 3.46%
Noninterest-
 bearing deposits   923,065        -    -      799,312        -    -
Federal Home Loan 
 Bank advances    2,312,409   25,348 4.29    1,932,931   26,810 5.43
Repurchase 
 agreements and 
 other borrowings 1,619,238    7,102 1.72    1,326,400   11,785 3.48
Senior notes        126,000    2,790 8.86      126,000    2,790 8.86
                ----------- -------- ----   ---------- -------- ----
  Total interest-
   bearing 
    liabilities  11,368,410   71,409 2.48   10,337,009   95,012 3.63
                            --------                   --------     
Noninterest-
 bearing 
  liabilities        76,724                     81,153
                -----------                 ----------
  Total 
   liabilities   11,445,134                 10,418,162

Capital 
 securities and 
  preferred stock 
   of subsidiary 
    corporation     144,041                    159,577

Shareholders' 
 equity           1,056,534                    976,287
               ------------                 ----------
  Total 
   liabilities 
    and 
     shareholders' 
      equity   $ 12,645,709                $11,554,026
               ============                ===========
Less: 
 tax-equivalent 
  adjustment                    (300)                      (314)
                            --------                   --------
Net interest 
 income                     $102,590                   $ 93,551
                            ========                   ========
Interest-rate
 spread                              3.45%                      3.43% 
                                    =====                       ====
Net interest
 margin                              3.52%                      3.54%
                                    =====                       ====


	   (a) For purposes of this computation, unrealized gains(losses) are
        excluded from the average balance for rate calculations.

	   (b) On a fully tax-equivalent basis.




----------------------------------------------------------------------
Consolidated Average Statements of Condition   (unaudited)
----------------------------------------------------------------------
Nine Months Ended 
September 30,             2002                     2001
----------------------------------------------------------------------
                                     Fully                      Fully
                                     tax                        tax
                                     equiv-                     equiv-
                                     alent-                     alent
(Dollars in    Average               yield/ Average             yield/
 thousands)    balance   Interest(b) rate   balance  Interest(b)rate
----------------------------------------------------------------------

Assets:
Interest-
 earning 
  assets:
Loans           $ 7,377,986 $344,014 6.20% $ 6,978,408 $401,330 7.64%
Securities and 
 short-term
  investments     4,046,727  175,346 5.87(a) 3,624,762  179,114 6.62(a)
                ----------- -------- ----   ---------- -------- ----
  Total interest-
   earning 
    assets       11,424,713  519,360 6.08   10,603,170  580,444 7.30
                            --------                   --------
Noninterest-
 earning assets     853,673                    905,852
                -----------                -----------
  Total assets  $12,278,386                $11,509,022
                ===========                ===========

Liabilities and 
 Shareholders' 
  Equity:
Interest-bearing 
 liabilities:
Interest-bearing 
 deposits       $ 6,305,282 $112,787 2.39% $ 6,108,950 $170,765 3.74%
Noninterest-
 bearing deposits   880,540        -    -      806,022        -    -
Federal Home Loan 
 Bank advances    2,324,385   77,626 4.40    1,907,696   84,334 5.83
Repurchase 
 agreements and 
  other 
   borrowings     1,368,187   18,038 1.74    1,377,122   44,455 4.26
Senior notes        126,000    8,370 8.86      126,000    8,372 8.86
                ----------- -------- ----  ----------  -------- ----
  Total interest-
   bearing 
    liabilities  11,004,394  216,821 2.62   10,325,790  307,926 3.96
                            --------                   --------
Noninterest-
 bearing 
 liabilities         78,722                     84,035
                -----------                -----------
  Total 
   liabilities   11,083,116                 10,409,825

Capital 
 securities and 
  preferred stock 
   of subsidiary 
    corporation     153,132                    161,775

Shareholders' 
 equity           1,042,138                    937,422
                -----------                -----------
  Total 
   liabilities 
    and 
     shareholders' 
      equity   $ 12,278,386                $11,509,022
               ============                ===========

Less: tax-
 equivalent 
  adjustment                    (901)                      (812)
                            --------                   --------
Net interest
 income                     $301,638                   $271,706
                            ========                   ========

Interest-rate
 spread                              3.46%                      3.34%
                                     ====                       ====
Net interest
 margin                              3.55%                      3.43%
                                     ====                       ====


	   (a) For purposes of this computation, unrealized gains (losses)
        are excluded from the average balance rate calculations.

	   (b) On a fully tax-equivalent basis.




----------------------------------------------------------------------
Asset Quality and Allowance for Loan Losses (unaudited)
----------------------------------------------------------------------
(Dollars in thousands)
                                At or for the Three Months Ended,
                       -----------------------------------------------
                       Sept. 30, June 30, March 31, Dec. 31, Sept. 30,
                           2002     2002      2002     2001     2001
                       -----------------------------------------------
Nonperforming Assets

Nonperforming loans:
Commercial:
  Business banking       $19,000   21,626   20,461   20,574   16,852
  Specialized industry    27,231    3,399    3,399    8,947   11,003
  Lease financing          5,559    6,531    7,510    7,333    6,733
                        ----------------------------------------------
    Total commercial      51,790   31,556   31,370   36,854   34,588

Commercial real estate    10,124    9,506   11,122   11,062   13,945
Residential                5,521    5,991    6,262    7,677    7,745
Consumer                   1,062    1,409    1,545    1,823    1,474
                        ----------------------------------------------

Total nonperforming loans 68,497   48,462   50,299   57,416   57,752
                        ----------------------------------------------

Other real estate owned 
 and repossessed assets:
  Commercial               3,007    2,294    2,690    2,534      539
  Residential                686      635    1,131    1,956    1,240
  Consumer                    12      170      205      548      710
                        ----------------------------------------------

Total other real 
 estate owned and 
  repossessed assets       3,705    3,099    4,026    5,038    2,489
                        ----------------------------------------------
Total 
 nonperforming assets   $ 72,202   51,561   54,325   62,454   60,241
                        ==============================================


Allowance for Loan Losses

Beginning balance       $ 99,698   98,930   97,307   96,654   96,135
Allowance for 
 purchased loans          16,338        -        -        -        -
Provision                  5,000    4,000    4,000    4,000    4,000
Loan charge-offs:
  Commercial:
    Specialized industry   1,892      854    1,361      564    3,039
    All other commercial   3,029    2,498      541    2,518      365
                        ----------------------------------------------
      Total commercial     4,921    3,352    1,902    3,082    3,404
Residential                  249      187      362      249      325
Consumer                     246      250      377      394      281
                        ----------------------------------------------
      Total charge-offs    5,416    3,789    2,641    3,725    4,010
Recoveries                  (498)    (557)    (264)    (378)    (529)
                        ----------------------------------------------
      Net loan
        charge-offs        4,918    3,232    2,377    3,347    3,481
                        ----------------------------------------------
Ending balance          $116,118   99,698   98,930   97,307   96,654
                        ==============================================

----------------------------------------------------------------------

Asset Quality Ratios:
---------------------

Net charge-offs/ 
 average loans 
  (annualized)              0.25 %   0.18     0.14     0.19     0.20

Allowance for loan 
 losses / gross loans       1.40     1.34     1.37     1.40     1.40

Nonperforming 
 assets / total assets      0.54     0.41     0.44     0.53     0.52

Nonperforming 
 loans / total loans        0.82     0.65     0.69     0.82     0.84

Allowance for 
 loan losses / 
  nonperforming loans     169.52   205.72   196.68   169.48   167.36
Webster Financial Corporation

CONTACT:
Webster Financial Corporation
Media:
Art House, 203/578-2391
ahouse@websterbank.com
or
Clark Finley, 203/578-2429
cfinley@websterbank.com
or
Investors:
James M. Sitro, 203/578-2399
jsitro@websterbank.com

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