Webster Reports 19 Percent Increase in Operating Earnings

Jul 24, 2002

Click here for printable PDF format
Click here for financials in Excel

WATERBURY, Conn., Jul 24, 2002 (BUSINESS WIRE) -- Webster Financial Corporation (Nasdaq: WBST), the holding company for Webster Bank, today reported a 19 percent increase in operating earnings for the second quarter ended June 30, 2002 to $40.7 million or $.82 per diluted share, compared to $34.2 million or $.69 per diluted share for the year-ago period. For the first six months of 2002, operating earnings increased to $80.2 million or $1.62 per diluted share, compared to $67.2 million or $1.35 per diluted share in the year-ago period. Operating earnings are defined as net income excluding non-recurring items.

"We are pleased to report continued strong operating results and progress in advancing our strategic plan for growth," said James C. Smith, Webster chairman and chief executive officer. "Growth in loans and deposits and a widening net interest margin combined with improved credit quality were primary factors contributing to our strong second quarter results."

The increase in operating earnings for the quarter was driven by growth in revenues, which rose 10 percent compared to the year-ago period. Most of the revenue increase came as a result of growth in net interest income, which increased 13 percent compared to the year-ago period due to the benefits of a favorable interest-rate environment, significant increase in low-cost core deposits and loan growth.

Total loans increased at a 13 percent annualized rate to $7.4 billion at the end of the 2002 second quarter, from $7.0 billion at year end 2001, due primarily to growth in the consumer portfolio. Total deposits increased at an annualized rate of 8 percent to $7.3 billion at the end of the 2002 second quarter, from $7.1 billion at year-end 2001, due to growth in core deposits. Total assets are now $12.5 billion, up from $11.9 billion at December 31, 2001.

Webster President and Chief Operating Officer William T. Bromage said, "The growth in deposits of our three new branches in lower Fairfield County was significantly greater than our initial projections. In addition, our recently announced definitive agreement to acquire the asset-based lending division of IBJ Whitehall Business Credit Corporation further accelerates our transformation to a diversified financial services provider with a commercial bank-like profile."

The second quarter and six 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 second quarter and six months period, operating earnings would have been $37.7 million or $.76 per diluted share and $74.1 million or $1.49 per diluted share, respectively.

During the quarter the company completed a review of the carrying value of all its goodwill and other intangible assets in compliance with the requirements of Statement of Financial Accounting Standard ("SFAS") No. 142, "Goodwill and Other Intangible Assets." As a result, the company determined that a portion of goodwill related to the acquisition of Duff & Phelps LLC, a company involved in merger and acquisition and valuation advisory services, was impaired. Accordingly, a one-time transitional charge of $7.3 million after taxes was taken retroactive to January 1, 2002, in accordance with the provisions of SFAS No. 142.

For the first six months of 2002, including the impact of the one-time transitional charge, net income was $72.9 or $1.47 per diluted share, compared to $61.5 million or $1.24 per diluted share in the year-ago period. The 2001 results included, net of taxes, net non-recurring charges of $5.8 million.

Financial Highlights

Net interest income for the quarter increased 13 percent to $102.6 million from $90.4 million in the year-ago period and compares to $96.5 million in the first quarter of 2002. The increase was due primarily to the benefits of a lower interest-rate environment and earning asset growth. The securities and loan portfolios increased $334 million and $444 million, respectively, in the second quarter compared to a year ago. On a linked-quarter comparison, the increase of $193 million in the loan portfolios contributed to the growth in net interest income. Net interest margin (net interest income as a percentage of average earning assets) was 3.61 percent in the second quarter, compared to 3.39 percent a year ago and up from 3.51 percent in the first quarter of 2002.

Revenue from fee-based services, excluding gains on the sale of securities, increased to $39.2 million from $38.4 million in year-ago period. This increase is due primarily to revenue related to loan and loan-servicing fees, higher revenues at Webster Insurance and to expanded product offerings to Webster's growing customer base. Income from fee-based services as a percent of total revenue was 28 percent in the second quarter.

The allowance for loan losses increased to $99.7 million or 1.34 percent of total loans at June 30, 2002, from $96.1 million or 1.38 percent of total loans in the year-ago period and $98.9 million or 1.37 percent in the first quarter of 2002.

Nonperforming assets totaled $51.5 million or 0.41 percent of total assets at June 30, 2002, down from $54.3 million or 0.44 percent in the first quarter and compared to $47.4 million or 0.40 percent a year earlier. The allowance for loan losses as a percent of nonaccrual loans was 206 percent, up from 197 percent in the first quarter and was 216 percent at June 30, 2001.

Book value per common share increased 15 percent to $22.04 at June 30, 2002, from $19.18 at June 30, 2001, due primarily to earnings and increases in the fair value of available-for-sale securities. Shareholders' equity was $1.1 billion at the end of the second quarter, up from $947 million at the end of the 2001 first quarter, representing 8.6% percent of total assets.

Stock Option Accounting

Webster will begin to expense as compensation the cost of all stock options the company grants, effective in the third quarter of 2002. All future employee stock option grants will be expensed over the vesting period based on the fair value at the date the options are granted. Webster previously disclosed the impact of stock options on earnings in a footnote in its annual report.

The impact of including the cost of stock options in compensation expense would be to reduce diluted earnings per share by approximately $.01 in 2002. The anticipated fully phased-in cost of adopting this method will amount to approximately $.10 per diluted share in 2005.

"While Webster has for many years disclosed in its annual report the impact of stock options on earnings per share," Webster Chief Financial Officer William J. Healy said, "Expensing stock options going forward will make the financial statements more easily understood by investors."

Webster will continue to use the fair value method of calculating the value of stock options required in Statement of Financial Accounting Standard ("SFAS") No.123, "Accounting for Stock Based Compensation," which since its adoption in 1996 has permitted companies to either recognize the impact as compensation expense or alternatively to disclose it in a footnote to the annual report.

Strategic Actions

In June, Webster opened its second branch in Stamford and first branch in Darien, the third branch opening this year in its aggressive expansion plans to open 20 branches principally in Fairfield County during the next three years. Webster now has 15 branch locations in 10 Fairfield County towns.

In May, Webster announced that it had reached a definitive agreement to acquire the asset-based lending division of IBJ Whitehall Business Credit Corporation. In the transaction, Webster will acquire approximately $500 million of fully performing loans, most of which are to customers in the Northeast. The transaction, which is subject to regulatory filings and customary closing conditions, is expected to close in the third quarter of 2002 and is expected to be immediately accretive to earnings.

Webster strengthened its management team with three key executive appointments. In May, Webster announced the appointment of Joseph Savage as Executive Vice President for Commercial Banking. Prior to joining Webster, Mr. Savage was Executive Vice President at CoBank in Denver, Colorado. Prior to joining CoBank, Mr. Savage was the president of Keystone Ventures, LLC in Farmington, Connecticut, and before his tenure with Keystone he was a senior vice president, specialized lending for Shawmut Bank and served as president of Shawmut National Ventures.

In June, Webster announced the appointment of Patrick T. Murphy as Executive Vice President for Human Resources. Prior to joining Webster, Mr. Murphy was Vice President, Human Resources at ING Aetna Financial Services in Hartford. Prior to ING Aetna, Mr. Murphy was Vice President, Human Resources - Americas for Lego Systems, Inc. He also spent thirteen years in a series of human resource positions of increasing responsibility at Richardson-Vicks, a subsidiary of Proctor and Gamble Company.

Also, in June Webster Financial Corporation announced the appointment of Jo Keeler as Corporate Executive Vice President, Risk Management. Mr. Keeler had joined Webster in August of 2001 as head of risk management for Webster Bank. Prior to joining Webster, Mr. Keeler was an executive credit officer for FleetBoston Financial in Boston.

Webster Financial Corporation is the holding company for Webster Bank and Webster Insurance. With $12 billion in assets, Connecticut-based Webster Bank provides business and consumer banking, mortgage, trust and investment services through more than 100 banking offices, 210 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, Wednesday, July 24, at 1 p.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: 2014138). 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.

                       Webster Financial Corp.
----------------------------------------------------------------------
Selected Financial Highlights (unaudited)
----------------------------------------------------------------------
                         At or for the Three      At or for the Six
(Dollars in thousands,  Months Ended June 30,   Months Ended June 30,
 except per share data)    2002        2001        2002        2001
----------------------------------------------------------------------
Operating income and
 performance ratios
 (annualized) (a):
-----------------------
  As reported:
  Operating income     $   40,721  $   34,152  $   80,157  $   67,243
  Operating income
   per common share
   (diluted)                 0.82        0.69        1.62        1.35
  Return on average
   shareholders'
    equity                  15.50%      14.67%      15.49%      14.66%
  Return on average
   assets                    1.33        1.17        1.33        1.17
  Fee income as a
   percentage of
    total revenue           27.65       29.83       28.15       29.26
  Efficiency ratio (b)      50.37       50.25       50.79       50.74
  2001 adjusted for
   SFAS 142:
  Operating income     $   40,721  $   37,726  $   80,157  $   74,069
  Operating income
   per common share
   (diluted)                 0.82        0.76        1.62        1.49
  Return on average
   shareholders'
    equity                  15.50%      16.21%      15.49%      16.14%
  Return on average
   assets                    1.33        1.29        1.33        1.29
Net income and
 performance ratios
  after nonrecurring
   items (annualized):
-----------------------
Net income             $   40,721  $   34,504  $   72,877  $   61,487
Net income per common
 share (diluted)             0.82        0.69        1.47        1.24
 Return on average
  shareholders'
   equity                   15.50%      14.82%      14.08%      13.40%
 Return on average
  assets                     1.33        1.18        1.21        1.07
Cash income and
 performance ratios
 (annualized) (c):
-----------------------
Cash income            $   43,503  $   40,987  $   85,742  $   80,591
Cash income per
 common share
 (diluted)                   0.88        0.82        1.73        1.62
Cash return on
 average shareholders'
  equity                    16.56%      17.61%      16.57%      17.56%
Cash return on
 average assets              1.42        1.41        1.42        1.40
Other ratios
 (annualized):
-----------------------
Shareholders'
 equity / total assets       8.54%       8.01%       8.54%       8.01%
Interest-rate spread         3.52        3.32        3.47        3.27
Net interest margin          3.61        3.39        3.56        3.37
Share related:
-----------------------
Book value per
 common share          $    22.04  $    19.18   $   22.04   $   19.18
Tangible book value
 per common share           15.81       12.41       15.81       12.41
Common stock closing
 price                      38.24       32.78       38.24       32.78
Dividends declared per
 common share                0.19        0.17        0.36        0.33
Common shares issued
 and outstanding       48,427,151  49,361,799  48,427,151  49,361,799
Basic shares
 (average)             48,631,272  49,119,360  48,716,567  49,028,961
Diluted shares
 (average)             49,584,886  49,783,527  49,583,738  49,675,196
(a) Excludes 2002 nonrecurring item which is SFAS 142 transitional
    goodwill impairment adjustment of $7.3 million, net of taxes. 2001
    items, net of taxes, are: $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 142.
----------------------------------------------------------------------
Consolidated Statements of Condition (unaudited)
----------------------------------------------------------------------
                                 June 30,  December 31,      June 30,
  (Dollars in thousands)           2002          2001          2001
----------------------------------------------------------------------
Assets:
Cash and due from depository
 institutions                $    244,257  $    218,908  $    326,732
Short-term investments             55,539        35,937        11,278
Securities:
 Trading, at fair value               163             -             -
 Available for sale, at
  fair value                    4,155,071     3,999,133     3,821,140
                             ------------- ------------- -------------
  Total securities              4,155,234     3,999,133     3,821,140
                             ------------- ------------- -------------
Loans receivable:
 Residential mortgages          3,653,742     3,530,201     3,943,841
 Commercial and industrial      1,392,344     1,367,578     1,329,669
 Commercial real estate           992,160       974,976       975,698
 Consumer                       1,394,497     1,094,463       739,119
                             ------------- ------------- -------------
  Total loans receivable        7,432,743     6,967,218     6,988,327
Allowance for loan losses         (99,698)      (97,307)      (96,135)
                             ------------- ------------- -------------
  Loans, net                    7,333,045     6,869,911     6,892,192
Accrued interest receivable        56,543        54,288        64,090
Premises and equipment, net        81,802        82,808        85,495
Intangible assets                 301,361       320,051       334,159
Cash surrender value of
 life insurance                   167,492       163,023       159,479
Prepaid expenses and
 other assets                      95,106       113,323       123,997
                             ------------- ------------- -------------
  Total assets               $ 12,490,379  $ 11,857,382  $ 11,818,562
                             ============= ============= =============
Liabilities and
 Shareholders' Equity:
Deposits:
 Checking and NOW            $  1,793,480  $  1,708,623  $  1,629,256
 Savings and MMDAs              2,743,220     2,430,691     2,170,423
 Certificates of deposit        2,696,163     2,831,344     3,080,078
                             ------------- ------------- -------------
  Total retail deposits         7,232,863     6,970,658     6,879,757
 Treasury deposits                104,726        95,813       122,278
                             ------------- ------------- -------------
  Total deposits                7,337,589     7,066,471     7,002,035
Borrowed funds                  3,857,649     3,533,364     3,573,684
Accrued expenses and
 other liabilities                 83,376        91,503       136,364
                             ------------- ------------- -------------
  Total liabilities            11,278,614    10,691,338    10,712,083
                             ------------- ------------- -------------
Corporation-obligated
 mandatorily redeemable
  capital securities
   of subsidiary trusts           135,000       150,000       150,000
Preferred stock of
 subsidiary corporation             9,577         9,577         9,577
Shareholders' equity            1,067,188     1,006,467       946,902
                             ------------- ------------- -------------
  Total liabilities and
   shareholders' equity      $ 12,490,379  $ 11,857,382  $ 11,818,562
                             ============= ============= =============
----------------------------------------------------------------------
Consolidated Statements of Income (unaudited)
----------------------------------------------------------------------
                          Three Months Ended        Six Months Ended
(Dollars in thousands,         June 30,                June 30,
 except per share data)    2002        2001(b)     2002        2001(b)
----------------------------------------------------------------------
Interest income:
Loans                   $ 114,027   $ 134,702   $ 225,522   $ 273,330
Securities and
 short-term
  investments              59,340      59,755     118,938     117,739
                        ----------  ----------  ----------  ----------
   Total interest income  173,367     194,457     344,460     391,069
                        ----------  ----------  ----------  ----------
Interest expense:
Deposits                   37,005      57,702      76,618     117,138
Borrowings                 33,797      46,311      68,794      95,776
                        ----------  ----------  ----------  ----------
   Total interest expense  70,802     104,013     145,412     212,914
                        ----------  ----------  ----------  ----------
Net interest income       102,565      90,444     199,048     178,155
Provision for
 loan losses                4,000       3,200       8,000       6,400
                        ----------  ----------  ----------  ----------
Net interest income
 after provision for
  loan losses              98,565      87,244     191,048     171,755
                        ----------  ----------  ----------  ----------
Noninterest income:
Deposit service fees       14,924      14,325      28,730      27,557
Loan and loan
 servicing fees             6,255       5,670      11,478       8,567
Trust and investment
 services                   4,068       4,591       8,455       8,985
Financial advisory
 services                   4,357       3,792       8,316       8,297
Insurance revenue           6,376       5,573      13,812      10,587
Increase in cash
 surrender value of
  life insurance            2,267       2,391       4,469       4,715
Other                         945       2,115       2,729       4,986
                        ----------  ----------  ----------  ----------
   Total fee revenue       39,192      38,457      77,989      73,694
Gain on sale of
 securities, net            1,126       1,794       4,531       6,043
                        ----------  ----------  ----------  ----------
   Total noninterest
    income                 40,318      40,251      82,520      79,737
Noninterest expenses:
Compensation and
 benefits                  40,742      36,062      80,890      71,679
Occupancy                   6,212       6,526      12,497      13,406
Furniture and
 equipment                  6,812       7,160      13,380      13,871
Intangible
 amortization               4,280       7,886       8,593      15,450
Marketing                   2,438       2,293       4,862       4,383
Professional services       2,820       2,542       5,147       4,112
Capital securities          3,537       3,615       7,153       7,231
Acquisition expenses          616           -         616           -
Other                      11,859      10,220      23,371      20,689
                        ----------  ----------  ----------  ----------
   Total noninterest
    expenses               79,316      76,304     156,509     150,821
                        ----------  ----------  ----------  ----------
Income before income
 taxes and
  nonrecurring items       59,567      51,191     117,059     100,671
Income taxes               18,846      17,039      36,902      33,428
                        ----------  ----------  ----------  ----------
Income before
 nonrecurring items        40,721      34,152      80,157      67,243
Nonrecurring items,
 net of taxes (a)               -         352      (7,280)     (5,756)
                        ----------  ----------  ----------  ----------
   Net income           $  40,721   $  34,504   $  72,877   $  61,487
                        ==========  ==========  ==========  ==========
Net income per common
 share before
  nonrecurring items:
   Basic                $    0.84   $    0.70   $    1.65   $    1.37
   Diluted                   0.82        0.69        1.62        1.35
Net income per common
 share:
   Basic                $    0.84   $    0.70   $    1.50   $    1.25
   Diluted                   0.82        0.69        1.47        1.24
(a) 2002 nonrecurring item is a SFAS No. 142 transitional goodwill
    impairment adjustment of $7.3 million, net of taxes. 2001 items,
    net of taxes, are: $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 No. 142, been applied to the 2001
    three and six month periods, intangible amortization expense would
    have been $4,312 and $8,624, respectively, income before
    nonrecurring items $37,726 and $74,069, respectively, and net
    income $38,078 and $68,313, respectively. Net income per share
    before nonrecurring items would have been: basic $.77 and $1.51
    and diluted $.76 and $1.49, respectively. Net income per share
    would have been: basic $.78 and $1.39 and diluted $.76 and $1.38,
    respectively.
----------------------------------------------------------------------
Consolidated Statements of Income (unaudited)
----------------------------------------------------------------------
(Dollars in                       Three Months Ended
 thousands,
 except per       June 30,  March 31,   Dec. 31,  Sept. 30,   June 30,
 share data)        2002       2002       2001       2001       2001
----------------------------------------------------------------------
Interest income:
Loans            $ 114,027  $ 111,495  $ 118,534  $ 127,991  $ 134,702
Securities and
 short-term
  investments       59,340     59,598     59,004     60,572     59,755
                 ---------  ---------  ---------  ---------  ---------
  Total interest
   income          173,367    171,093    177,538    188,563    194,457
                 ---------  ---------  ---------  ---------  ---------
Interest expense:
Deposits            37,005     39,613     45,570     53,627     57,702
Borrowings          33,797     34,997     36,260     41,385     46,311
                 ---------  ---------  ---------  ---------  ---------
  Total interest
   expense          70,802     74,610     81,830     95,012    104,013
                 ---------  ---------  ---------  ---------  ---------
  Net interest
   income          102,565     96,483     95,708     93,551     90,444
Provision for
 loan losses         4,000      4,000      4,000      4,000      3,200
                 ---------  ---------  ---------  ---------  ---------
  Net interest
   income after
    provision for
     loan losses    98,565     92,483     91,708     89,551     87,244
                 ---------  ---------  ---------  ---------  ---------
Noninterest
 income:
Deposit service
 fees               14,924     13,806     14,362     14,142     14,325
Loan and loan
 servicing fees      6,255      5,223      5,054      5,131      5,670
Trust and
 investment
  services           4,068      4,387      4,377      4,984      4,591
Financial
 advisory
  services           4,357      3,959      3,286      3,942      3,792
Insurance
 revenue             6,376      7,436      5,358      5,806      5,573
Increase in
 cash surrender
  value of life
   insurance         2,267      2,202      2,238      2,211      2,391
Other                  945      1,784      2,094      1,709      2,115
                 ---------  ---------  ---------  ---------  ---------
  Total fee
   revenue          39,192     38,797     36,769     37,925     38,457
Gain on sale of
 securities, net     1,126      3,405      2,012      2,566      1,794
                 ---------  ---------  ---------  ---------  ---------
  Total
   noninterest
    income          40,318     42,202     38,781     40,491     40,251
Noninterest
 expenses:
Compensation
 and benefits       40,742     40,148     35,393     35,827     36,062
Occupancy            6,212      6,285      6,180      6,057      6,526
Furniture and
 equipment           6,812      6,568      6,975      7,032      7,160
Intangible
 amortization        4,280      4,313      7,889      7,888      7,886
Marketing            2,438      2,424      2,300      2,045      2,293
Professional
 services            2,820      2,327      2,470      2,896      2,542
Capital
 securities          3,537      3,616      3,615      3,616      3,615
Acquisition
 expenses              616          -          -          -          -
Other               11,859     11,512     12,320     11,840     10,220
                 ---------  ---------  ---------  ---------  ---------
  Total
   noninterest
    expenses        79,316     77,193     77,142     77,201     76,304
                 ---------  ---------  ---------  ---------  ---------
Income before
 income taxes
  and
   nonrecurring
    items           59,567     57,492     53,347     52,841     51,191
Income taxes        18,846     18,056     17,914     17,810     17,039
                 ---------  ---------  ---------  ---------  ---------
  Income before
   nonrecurring
    items           40,721     39,436     35,433     35,031     34,152
Nonrecurring
 items, net
  of taxes               -     (7,280)     1,237          -        352
                 ---------  ---------  ---------  ---------  ---------
  Net income     $  40,721  $  32,156  $  36,670  $  35,031  $  34,504
                 =========  =========  =========  =========  =========
Net income per
 common share
  before
   nonrecurring
    items:
     Basic           $0.84      $0.81      $0.72      $0.71      $0.70
     Diluted          0.82       0.80       0.71       0.70       0.69
Net income per
 common share
  before
   nonrecurring
    items: (2001
     restated for
      SFAS 142)
     Basic           $0.84      $0.81      $0.80      $0.78      $0.77
     Diluted         $0.82       0.80       0.79       0.77       0.76
Net income per
 common share:
     Basic           $0.84      $0.66      $0.75      $0.71      $0.70
     Diluted          0.82       0.65       0.74       0.70       0.69
----------------------------------------------------------------------
Retail and Wholesale Interest-Rate Spreads (unaudited)
----------------------------------------------------------------------
Three Months Ended    June      March   December  September       June
                      2002       2002       2001       2001       2001
----------------------------------------------------------------------
Interest-rate
 spread
-----------------
Total
 interest-earning
  assets (a)         6.09%      6.24%      6.64%      7.06%      7.28%
Total
 interest-bearing
  liabilities        2.57       2.82       3.13       3.63       3.96
                 ---------  ---------  ---------  ---------  ---------
  Interest-rate
   spread            3.52%      3.42%      3.51%      3.43%      3.32%
  Net interest
   margin            3.61       3.51       3.61       3.54       3.39
Retail
 interest-rate
  spread
-----------------
Yield on loans       6.23%      6.39%      6.78%      7.33%      7.61%
Cost of
 deposits            2.06       2.29       2.59       3.06       3.34
                 ---------  ---------  ---------  ---------  ---------
  Spread             4.17%      4.10%      4.19%      4.27%      4.27%
                 =========  =========  =========  =========  =========
Wholesale
 interest-rate
  spread
-----------------
Yield on
 securities (a)      5.84%      5.98%      6.38%      6.57%      6.63%
Cost of
 borrowings          3.56       3.85       4.24       4.79       5.18
                 ---------  ---------  ---------  ---------  ---------
  Spread             2.28%      2.13%      2.14%      1.78%      1.45%
                 =========  =========  =========  =========  =========
----------------------------------------------------------------------
Consolidated Average Statements of Condition (unaudited)
----------------------------------------------------------------------
Three Months Ended June 30,                   2002
----------------------------------------------------------------------
                                                           Fully tax
                                 Average                   equivalent-
(Dollars in thousands)           balance     Interest(b)   yield/rate
----------------------------------------------------------------------
Assets:
  Interest-earning assets:
  Loans                      $  7,300,691  $    114,027        6.23%
  Securities and
   interest-bearing deposits    4,135,496        59,637        5.84(a)
                             ------------- ------------- -------------
    Total interest-earning
     assets                    11,436,187       173,664        6.09
                                           -------------
  Noninterest-earning
   assets                         822,701
                             -------------
    Total assets             $ 12,258,888
                             =============
Liabilities and
 Shareholders' Equity:
  Interest-bearing
   liabilities:
  Interest-bearing deposits  $  6,341,251  $     37,005        2.34%
  Noninterest-bearing
   deposits                       878,727             -           -
  Federal Home Loan Bank
   advances                     2,270,242        24,991        4.35
  Repurchase agreements and
   other borrowings             1,363,189         6,016        1.75
  Senior notes                    126,000         2,790        8.86
                             ------------- ------------- -------------
    Total interest-bearing
     liabilities               10,979,409        70,802        2.57
  Noninterest-bearing
   liabilities                     72,703
                             -------------
    Total liabilities          11,052,112
  Capital securities and
   preferred stock of
    subsidiary corporation        155,950
  Shareholders' equity          1,050,826
                             -------------
    Total liabilities and
     shareholders' equity    $ 12,258,888
                             =============
  Less: tax-equivalent
   adjustment                                      (297)
                                           -------------
  Net interest income                          $102,565
                                           =============
  Interest-rate spread                                         3.52%
                                                         =============
  Net interest margin                                          3.61%
                                                         =============
----------------------------------------------------------------------
Three Months Ended June 30,                   2001
----------------------------------------------------------------------
                                                           Fully tax-
                                 Average                   equivalent
(Dollars in thousands)           balance     Interest(b)   yield/rate
----------------------------------------------------------------------
Assets:
  Interest-earning assets:
  Loans                      $  7,059,838  $    134,705        7.61%
  Securities and
   interest-bearing deposits    3,627,868        60,015        6.63(a)
                             ------------- ------------- -------------
    Total interest-earning
     assets                    10,687,706       194,720        7.28
                                           -------------
  Noninterest-earning
   assets                         968,906
                             -------------
    Total assets             $ 11,656,612
                             =============
Liabilities and
 Shareholders' Equity:
  Interest-bearing
   liabilities:
  Interest-bearing deposits  $  6,121,596  $     57,702        3.78%
  Noninterest-bearing
   deposits                       817,000             -           -
  Federal Home Loan Bank
   advances                     1,804,783        26,695        5.85
  Repurchase agreements and
   other borrowings             1,607,148        16,821        4.14
  Senior notes                    126,000         2,795        8.87
                             ------------- ------------- -------------
    Total interest-bearing
     liabilities               10,476,527       104,013        3.96
  Noninterest-bearing
   liabilities                     89,471
                             -------------
    Total liabilities         10,565,998
  Capital securities and
   preferred stock of
    subsidiary corporation        159,577
  Shareholders' equity            931,037
                             -------------
    Total liabilities and
     shareholders' equity    $ 11,656,612
                             =============
  Less: tax-equivalent
   adjustment                                      (263)
                                           -------------
  Net interest income                          $ 90,444
                                           =============
  Interest-rate spread                                         3.32%
                                                         =============
  Net interest margin                                          3.39%
                                                         =============
(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)
----------------------------------------------------------------------
Six Months Ended June 30,                     2002
----------------------------------------------------------------------
                                                           Fully tax
                                 Average                   equivalent-
(Dollars in thousands)           balance     Interest(b)   yield/rate
----------------------------------------------------------------------
Assets:
  Interest-earning assets:
  Loans                      $  7,149,701  $    225,522        6.31%
  Securities and
   interest-bearing
    deposits                    4,090,213       119,539        5.91(a)
                             ------------- ------------- -------------
    Total
     interest-earning
      assets                   11,239,914       345,061        6.16
                                           -------------
  Noninterest-earning assets      851,768
                             -------------
    Total assets             $ 12,091,682
                             =============
Liabilities and
 Shareholders' Equity:
  Interest-bearing
   liabilities:
  Interest-bearing deposits  $  6,263,392  $     76,618        2.47%
  Noninterest-bearing
   deposits                       858,925             -           -
  Federal Home Loan Bank
   advances                     2,330,473        52,278        4.46
  Repurchase agreements and
   other borrowings             1,240,582        10,936        1.75
  Senior notes                    126,000         5,580        8.86
                             ------------- ------------- -------------
    Total interest-bearing
     liabilities               10,819,372       145,412        2.69
  Noninterest-bearing
   liabilities                     79,735
                             -------------
    Total liabilities          10,899,107
  Capital securities and
   preferred stock of
    subsidiary corporation        157,754
  Shareholders' equity          1,034,821
                             -------------
    Total liabilities and
     shareholders' equity    $ 12,091,682
                             =============
  Less: tax-equivalent
   adjustment                                      (601)
                                           -------------
  Net interest income                      $    199,048
                                           =============
  Interest-rate spread                                         3.47%
                                                         =============
  Net interest margin                                          3.56%
                                                         =============
----------------------------------------------------------------------
Six Months Ended June 30,                     2001
----------------------------------------------------------------------
                                                           Fully tax
                                 Average                   equivalent-
(Dollars in thousands)           balance     Interest(b)   yield/rate
----------------------------------------------------------------------
Assets:
  Interest-earning assets:
  Loans                       $ 7,001,769     $ 273,336        7.80%
  Securities and
   interest-bearing
    deposits                   3,564,665        118,231        6.65(a)
                             ------------- ------------- -------------
    Total
     interest-earning
      assets                   10,566,434       391,567        7.41
                                           -------------
  Noninterest-earning assets      919,713
                             -------------
    Total assets             $ 11,486,147
                             =============
Liabilities and
 Shareholders' Equity:
  Interest-bearing
   liabilities:
  Interest-bearing deposits   $ 6,086,881     $ 117,138        3.88%
  Noninterest-bearing
   deposits                       809,433             -           -
  Federal Home Loan Bank
   advances                     1,894,870        57,525        6.04
  Repurchase agreements and
   other borrowings             1,402,904        32,669        4.63
  Senior notes                    126,000         5,582        8.86
                             ------------- ------------- -------------
    Total interest-bearing
     liabilities               10,320,088       212,914        4.14
  Noninterest-bearing
   liabilities                     85,500
                             -------------
    Total liabilities          10,405,588
  Capital securities and
   preferred stock of
   subsidiary corporation         162,892
  Shareholders' equity            917,667
                             -------------
    Total liabilities and
     shareholders' equity    $ 11,486,147
                             =============
  Less: tax-equivalent
   adjustment                                      (498)
                                           -------------
  Net interest income                         $ 178,155
                                           =============
  Interest-rate spread                                         3.27%
                                                         =============
  Net interest margin                                          3.37%
                                                         =============
(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,
                 -----------------------------------------------------
Nonperforming    June 30,  March 31,   Dec. 31,  Sept. 30,   June 30,
 Assets            2002       2002       2001       2001       2001
--------------   -----------------------------------------------------
Nonperforming
 loans:
  Commercial:
    Business
     banking     $ 21,626     20,461     20,574     16,852      9,032
    Specialized
     industry       3,399      3,399      8,947     11,003      5,100
    Lease
     financing      6,531      7,510      7,333      6,733      6,295
                 -----------------------------------------------------
      Total
       commercial  31,556     31,370     36,854     34,588     20,427
  Commercial
   real estate      9,506     11,122     11,062     13,945     13,876
  Residential       5,991      6,262      7,677      7,745      8,693
  Consumer          1,409      1,545      1,823      1,474      1,571
                 -----------------------------------------------------
Total
 nonperforming
  loans            48,462     50,299     57,416     57,752     44,567
                 -----------------------------------------------------
Other real
 estate owned
  and
   repossessed
    assets:
     Commercial     2,294      2,690      2,534        539      1,685
     Residential      635      1,131      1,956      1,240        784
     Consumer         170        205        548        710        364
                 -----------------------------------------------------
Total other
 real estate
  owned and
   repossessed
    assets          3,099      4,026      5,038      2,489      2,833
                 -----------------------------------------------------
Total
 nonperforming
  assets         $ 51,561     54,325     62,454     60,241     47,400
                 =====================================================
Allowance for
 Loan Losses
------------
Beginning
 balance         $ 98,930     97,307     96,654     96,135     94,970
  Provision         4,000      4,000      4,000      4,000      3,200
  Loan
   charge-offs:
    Commercial:
      Specialized
       industry       854      1,361        564      3,039      1,359
      All other
       commercial   2,498        541      2,518        365        552
                 -----------------------------------------------------
        Total
         commercial 3,352      1,902      3,082      3,404      1,911
  Residential         187        362        249        325        134
  Consumer            250        377        394        281        371
                 -----------------------------------------------------
        Total
          charge-
           offs     3,789      2,641      3,725      4,010      2,416
  Recoveries         (557)      (264)      (378)      (529)      (381)
                 -----------------------------------------------------
        Net
         loan
          charge-
           offs     3,232      2,377      3,347      3,481      2,035
                 -----------------------------------------------------
Ending balance   $ 99,698     98,930     97,307     96,654     96,135
                 =====================================================
----------------------------------------------------------------------
Asset Quality
 Ratios:
--------------
Net charge-offs/
 average loans
 (annualized)        0.18%      0.14       0.19       0.20       0.12
Allowance for
 loan losses /
  gross loans        1.34       1.37       1.40       1.40       1.38
Nonperforming
 assets /
  total assets       0.41       0.44       0.53       0.52       0.40
Nonperforming
 loans / total
  loans              0.65       0.69       0.82       0.84       0.64
Allowance for
 loan losses /
  nonperforming
   loans           205.72     196.68     169.48     167.36     215.71
CONTACT:
Webster Financial Corporation
Media: Art House, 203/578-2391, ahouse@websterbank.com
Clark Finley, 203/578-2429, cfinley@websterbank.com Investors:
James M. Sitro, 203/578-2399, jsitro@websterbank.com

Copyright (C) 2002 Business Wire. All rights reserved.