Webster Reports 20 Percent Rise in Operating Earnings Per Share for the Quarter and 2002

Jan 22, 2003

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WATERBURY, Conn.--(BUSINESS WIRE)--Jan. 22, 2003--Webster Financial Corporation (NYSE: WBS), the holding company for Webster Bank, today reported a 20 percent increase in operating earnings per share for both the fourth quarter and the year 2002.

For the fourth quarter ended December 31, 2002, operating earnings (defined as net income excluding nonrecurring items) increased to $39.4 million or $.85 per diluted share, compared to $35.4 million or $.71 per diluted share in the year-ago period. Operating earnings for the year rose to $160.0 million or $3.31 per diluted share, compared to $137.7 million or $2.77 per diluted share for 2001.

"The year 2002 was one of significant accomplishment for Webster, marked by solid loan and deposit growth and by revenue and earnings growth. Webster's progress in implementing our strategic plan for growth produced another strong year for our stakeholders," stated Webster chairman and chief executive officer, James C. Smith. "We are especially pleased to report a meaningful improvement in loan quality in the fourth quarter, due primarily to our decision to reduce exposure to telecommunications loans. From the strategic realignment and expansion of our executive team to our listing on the New York Stock Exchange in October, Webster improved its position as a growing regional financial services provider, and we are poised for future growth."

Net income for 2002 was $152.7 million or $3.16 per diluted share, compared to $133.2 million or $2.68 per diluted share for the previous year. The 2002 results include, net of taxes, net non-recurring charges of $7.3 million compared to $4.5 million in 2001. Had the requirements of SFAS 142 and 147 been applied to the 2001 fourth quarter and full year, operating earnings per share and net income per share for those periods would have increased by $.08 and $.30, respectively.

Revenues and Expenses

Webster's earnings improvement was driven by strong revenue growth. Revenues grew by 12 percent for the quarter and 10 percent for the year, due primarily to an increase in net interest income and growth in revenues from fee-based services.

For the fourth quarter of 2002, net interest income increased by 9 percent to $104.1 million from $95.7 million in the year-ago period. Net interest income for the year increased by 10 percent to $405.7 million from $367.5 million in the previous year. Strong loan growth during the year was responsible for both increasing revenues and helping to offset the compression of net interest margin caused by the lower interest rate environment.

Net interest margin (net interest income as a percentage of average earning assets) was 3.39 percent in the fourth quarter, compared to 3.61 percent in the year-ago period. The decrease in net interest margin was due to declining interest rates and significant prepayments of mortgage loans and mortgage-backed securities with proceeds reinvested at lower yields. For the year, net interest margin was 3.50 percent, up from 3.48 percent the previous year.

For the fourth quarter of 2002, revenue from fee-based services increased 21 percent to $44.4 million from $36.8 million in the year-ago period. These revenues increased 9 percent for the year to $162.2 million, up from $148.4 million in 2001. The increases for both the fourth quarter and the year are due primarily to growth in deposit fees, loan and servicing fees and insurance revenue, which in total increased $7.6 million or 31 percent for the fourth quarter and $16.2 million or 17 percent for the year. As revenues from fee-based services have grown, Webster has been able to reduce our reliance on interest-sensitive revenues in this challenging economic environment.

Total non-interest expenses for the 2002 fourth quarter were $89.2 million compared to $77.1 million in the year-ago period, an increase of 16 percent. The increase in non-interest expenses during the quarter is primarily a result of acquisitions and continuing investment in personnel, technology and infrastructure to meet our strategic plan for growth. These items, coupled with the compression of net interest margin, caused our efficiency ratio to increase during the quarter to 54.98 percent. For 2002, the ratio was 52.43 percent, compared to 50.34 percent the prior year. For the year 2002, total non-interest expenses were $328.3 million compared to $305.2 million in 2001, an increase of 8 percent.

Balance Sheet Growth

At December 31, 2002, total assets were $13.5 billion, up 14 percent compared to $11.9 billion for the previous year-end. Total loans increased 16 percent to $7.9 billion at year-end, compared to $6.8 billion a year ago. All of Webster's loan growth in 2002 can be attributed to increases of 32 percent in commercial loans and 55 percent in consumer loans.

Total deposits were $7.6 billion at December 31, 2002, an increase of 8 percent from $7.1 billion at the prior year-end. Webster's growth was driven by acquisitions, de novo branch expansion and our commitment to strengthening customer relationships in existing markets. Core deposits at December 31, 2002 were $4.9 billion, an increase of 19 percent over the prior year.

For the fourth quarter, operating return on average shareholders' equity was 15.4 percent, compared to 13.8 percent in the year-ago period. Operating return on average shareholders' equity for the year was 15.4 percent, up from 14.4 percent in 2001. Cash operating return on average equity was 16.42 percent for the 2002 fourth quarter and

  • 16.43 percent for the year. Book value per common share increased 11 percent in 2002 to $22.69, up from $20.48 at December 31, 2001, a rise due primarily to earnings and increases in the fair value of available-for-sale securities and offset by an increase in treasury stock. During the year, Webster repurchased approximately 4.0 million shares of its common stock in the open market.

Asset Quality

Asset quality improved significantly in the fourth quarter as non-performing assets declined to $50.0 million or 0.37 percent of total assets at December 31, 2002, compared to $72.2 million or 0.54 percent at the end of the third quarter and $62.5 million or 0.53 percent a year ago. Classified loans (defined as loans classified substandard, doubtful or loss), another measure of asset quality, declined dramatically and totaled $113.0 million or 1.4 percent of loans at year-end, compared to $168.3 million or 2.1 percent at the end of the third quarter and $140.8 million or 2.1 percent at December 31, 2001. These improvements were due primarily to the elimination of Webster's exposure to classified telecommunications and cable loans.

In the fourth quarter, Webster took aggressive actions to dispose of these classified loans. Five substandard shared national telecommunications credits totaling $25.8 million were sold or written down, which resulted in a fourth quarter charge against the allowance for loan losses of $12.4 million. Webster also sold two classified, shared national cable credits totaling $9.8 million, resulting in a $1.5 million charge earlier in the fourth quarter. As a result of these actions, the fourth quarter provision for loan losses increased to $16.0 million compared to $5.0 million in the third quarter of 2002 and $4.0 million in the year-ago period. The higher provision was fully offset by gains on the sale of securities. For the year, the provision for loan losses was $29.0 million compared to $14.4 million in 2001.

"These actions are consistent with Webster's history of maintaining high credit quality through economic cycles," stated Webster chief financial officer, William J. Healy. "We are pleased Webster has been able to retain its high standards for asset quality while at the same time continue to show significant growth in this challenging economic environment."

The allowance for loan losses increased to $116.8 million or 1.48 percent of total loans at December 31, 2002, up from $116.1 million or

  • 1.45 percent at September 30, 2002 and $97.3 million or 1.43 percent of total loans a year ago. The ratio of the allowance to non-performing loans at December 31, 2002 was 270.0 percent, compared to 169.5 percent at both September 30, 2002 and December 31, 2001.

Transformation To A Commercial Bank Profile

"Webster remains committed to developing a commercial bank profile by continuing to transform and diversify our loan and deposit mix and further building our fee-income business," said William T. Bromage, Webster president and chief operating officer. "Long-term efforts to increase higher-yielding commercial and consumer loans and our mix of lower-cost core deposits continue to meet success. In 2002, we gained positive results once again, adding significantly to our asset-based lending capabilities."

Total loans in 2002 increased 16 percent to $7.9 billion from $6.8 billion at December 31, 2001, due primarily to growth in the consumer and commercial portfolios. Commercial loan growth benefited from the third quarter 2002 acquisition of Whitehall Business Credit Corporation. At December 31, 2002, commercial loans, including commercial real estate, were $2.8 billion, up 21 percent for the year. Also, consumer loans totaled $1.7 billion at year-end, an increase of 55 percent over the prior year. Commercial and consumer loans now comprise 57 percent of the total loan portfolio compared with 50 percent a year ago.

Webster's wholesale mortgage banking operations generated $2.6 billion in loan originations in 2002, compared to $1.3 billion the prior year. The gain on sale of these loans for 2002 totaled $5.8 million, compared to $2.8 million in 2001.

Total deposits increased 8 percent to $7.6 billion at the end of 2002, from $7.1 billion the prior year due to growth in core deposits. Core deposits increased 19 percent to $4.9 billion from a year ago and now represent 65 percent of total deposits, up from 59 percent in 2001. The increases are due in part to the $100 million in new deposits generated by four branch openings in 2002 under our de novo expansion plan. In addition, our High Performance Checking program added $59 million in balances and over 28,000 new checking accounts since its inception in August 2002.

With the 9 percent increase in fee-based revenues in 2002, Webster's fee-based revenues now represent 29% of total revenues. Deposit fees increased 19 percent for the fourth quarter and 10 percent for 2002, while loan and loan servicing fees rose 67 percent for the quarter and 28 percent for the year. In addition, insurance revenues increased 28 percent in the fourth quarter and 24 percent for the year. The recently announced acquisition of The Mathog & Moniello Companies is projected to contribute more than $11 million in annual insurance-related revenue for 2003.

2002 Strategic Actions

In January, Webster announced plans to reorganize management in order to execute more effectively its strategic plan for growth. William T. Bromage, President, was promoted to Chief Operating Officer of Webster Financial Corporation and Webster Bank.

As part of the reorganization, Webster announced the creation of the positions of Executive Vice President, Business Banking and Executive Vice President, Corporate Development and Planning, filled in May and July by Joseph Savage and Nathaniel C. Brinn, respectively. Mr. Savage was previously Executive Vice President of the Communications and Energy Banking Group for CoBank in Denver, Colorado. Mr. Brinn most recently was Senior Vice President, Business Development and New Products for HSB Group, Inc., in Hartford, Connecticut. Webster further strengthened its executive management team in June with the appointment of Patrick T. Murphy as Executive Vice President, Human Resources for Webster Bank. Prior to joining Webster, Mr. Murphy was Vice President, Human Resources at ING Aetna Financial Services in Hartford, Connecticut. Webster again fortified its executive management in October, appointing Bruce E. Wolfe to lead Webster's investment management businesses as Executive Vice President, Webster Bank. In this capacity, Mr. Wolfe manages Webster Financial Advisors, including Webster Trust Company and Webster's private banking, and Webster Investment Services. Mr. Wolfe was previously Managing Director for Global Strategy with Merrill Lynch Investment Managers in New York.

In July, Webster announced plans to repurchase up to approximately

  • 2.4 million shares, or 5 percent of Webster's 48 million shares of outstanding common stock. This announcement marked the initiation of Webster's fifteenth stock repurchase program. Webster's previous 5-percent repurchase plan was announced in September 2001 and completed during the third quarter of 2002. By December 31, 2002, Webster had purchased approximately 4.0 million shares of the September 2001 and July 2002 plans, with approximately 780,000 shares remaining to be purchased.

Webster announced in August the acquisition of Whitehall Business Credit Corporation, the former asset-based lending division of IBJ Whitehall Business Credit Corporation, a subsidiary of the Industrial Bank of Japan Trust Company. With this transaction, Webster acquired approximately $450 million of outstanding loans and $60 million of letters of credit, most of which are customers in the Northeast.

In September, Webster continued its de novo branch expansion plan, opening its fourth Fairfield County branch in 2002 in Danbury. Two branches in Stamford and one in Darien opened earlier in the year with each branch exceeding year-end deposit balance goals.

In October, Webster commenced trading its common stock on the New York Stock Exchange under the new ticker symbol "WBS". Webster shares previously traded on the NASDAQ national market.

Also in October, Webster acquired Fleming, Perry & Cox, Inc., a financial planning and investment services firm based in Norwalk, Connecticut. In joining Webster Financial Advisors, Fleming, Perry & Cox will continue to offer financial planning, investment management, risk management and tax and estate planning services to high-net-worth clients in the Northeast.

Other Highlights

Webster announced the promotion of two executives to corporate executive posts. In June, Jo Keeler was appointed to Corporate Executive Vice President, Risk Management for Webster Financial Corporation, and in January 2003, Harriet Munrett Wolfe, Esq. was elevated to the position of Executive Vice President, General Counsel and Secretary for both Webster Financial Corporation and Webster Bank.

In January 2003, Webster announced the acquisition of The Mathog & Moniello Companies, an East Haven, Connecticut-based commercial property and casualty agency that specializes in providing risk management products and services to self-insured businesses and groups. With this acquisition, Webster Insurance ranks among the nation's top ten bank-owned insurance agencies or brokers by revenue.

Also in January 2003, Webster Bank announced an offering of $200 million of subordinated notes. The subordinated notes are listed as investment grade by the major rating agencies and were offered to institutional investors. The successful offering closed on January 14.

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, insurance, trust and investment services through more than 109 banking offices, 219 ATMs and the Internet (www.websteronline.com). Webster Financial Corporation is majority owner of Chicago-based Duff & Phelps, LLC, a leader in financial advisory services. Webster Bank owns the asset-based lending firm, Whitehall Business Credit Corporation, Center Capital Corporation, an equipment financing company headquartered in Farmington, Connecticut and Webster Trust Company, N.A.

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

Conference Call

A conference call covering today's announcement will be held today, Wednesday, January 22, at 2 P.M. Eastern Standard Time and may be heard through Webster's investor relations website at www.websteronline.com, or in listen-only mode by calling 1-800-521-5469 (Access Code: 2858838). 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 Company's Annual Report for the most recently ended fiscal year.

----------------------------------------------------------------------
Selected Financial Highlights (unaudited)
----------------------------------------------------------------------
                          At or for the Three     At or for the Twelve
(Dollars in thousands,    Months Ended Dec. 31,   Months Ended Dec. 31,
 except per share data)     2002         2001       2002         2001
----------------------------------------------------------------------

Operating income and performance ratios (annualized)(a):
----------------------------------------------------------

As reported:
Operating income       $  39,401   $  35,433   $  160,012   $  137,707
Operating income per
 common share (diluted)     0.85        0.71         3.31         2.77
Return on average
 shareholders' equity      15.41%      13.83%       15.43%       14.35%
Return on average
 assets                     1.18        1.22         1.28         1.19
Fee income as a
 percentage of total
 revenue                   29.92       27.76        28.56        28.76
Efficiency ratio(b)        54.98       49.90        52.43        50.34

2001 adjusted for SFAS 
Nos. 142 and 147:
Operating income       $  39,401   $  39,286   $  160,012   $  152,789
Operating income per
 common share (diluted)     0.85        0.79         3.31         3.07
Return on average
 shareholders' equity      15.41%      15.14%       15.43%       15.80%
Return on average assets    1.18        1.35         1.28         1.32


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

Net income             $  39,401   $  36,670   $  152,732   $  133,188
Net income per common
 share (diluted)            0.85        0.74         3.16         2.68
Return on average
 shareholders' equity      15.41%      14.31%       14.72%       13.88%
Return on average
 assets                     1.18        1.26         1.22         1.15


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

Cash income            $  41,999   $  41,909   $  170,423   $  163,283
Cash income per common
 share (diluted)            0.91        0.84         3.52         3.28
Cash return on average
 shareholders' equity      16.42%      16.15%       16.43%       16.89%
Cash return on average
 assets                     1.26        1.44         1.36         1.42


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

Shareholders' equity/
 total assets               7.69%       8.49%        7.69%        8.49%
Interest-rate spread        3.35        3.51         3.43         3.38
Net interest margin         3.39        3.61         3.50         3.48


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

Book value per common
 share                 $   22.69   $   20.48   $    22.69   $    20.48
Tangible book value
 per common share          16.18       13.97        16.18        13.97
Common stock closing
 price                     34.80       31.53        34.80        31.53
Dividends declared per
 common share               0.19        0.17         0.74         0.67

Common shares issued
 and outstanding      45,625,997  49,149,417   45,625,997   49,149,417
Basic shares 
 (average)            45,640,203  49,060,256   47,583,709   49,085,841
Diluted shares
 (average)            46,320,625  49,690,515   48,391,521   49,742,914

(a) Excludes 2002 nonrecurring item which is SFAS No. 142 transitional
    goodwill impairment adjustment of $7.3 million, net of taxes. For
    the 2001 twelve month period, excluded items, net of taxes, are:
    $1.6 million related to net insurance proceeds (Q2 & Q4), $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). For the
    2001 three month period, excluded item, net of taxes, is: $1.2
    million of insurance proceeds.

(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)
----------------------------------------------------------------------

                               December 31,  September 30, December 31,
(Dollars in thousands)             2002          2002         2001
----------------------------------------------------------------------

Assets:

Cash and due from depository
 institutions                 $    266,463  $    212,606  $    218,908
Short-term investments              15,596        30,542        35,937

Securities:
Trading, at fair value               5,752         1,104           162
Available for sale, at fair
 value                           4,119,245     4,106,734     3,999,133
                              ------------  ------------  ------------
  Total securities               4,124,997     4,107,838     3,999,295
                              ------------  ------------  ------------

Loans held for sale                405,157       315,585       143,918

Loans receivable:
 Residential mortgages           3,386,207     3,538,632     3,386,283
 Commercial                      1,798,898     1,884,215     1,367,578
 Commercial real estate          1,029,332     1,005,296       974,976
 Consumer                        1,698,202     1,562,849     1,094,463
                              ------------  ------------  ------------
  Total loans receivable         7,912,639     7,990,992     6,823,300
Allowance for loan losses         (116,804)     (116,118)      (97,307)
                              ------------  ------------  ------------
  Loans, net                     7,795,835     7,874,874     6,725,993

Accrued interest receivable         54,601        58,480        54,288
Premises and equipment, net         84,683        82,667        82,808
Intangible assets                  297,359       297,054       320,051
Cash surrender value of life
 insurance                         172,066       169,803       163,023
Prepaid expenses and other
 assets                            251,247       124,124       113,161
                              ------------  ------------  ------------

  Total assets                $ 13,468,004  $ 13,273,573  $ 11,857,382
                              ============  ============  ============

Liabilities and Shareholders' 
Equity:

Deposits:
 Checking and NOW             $  1,927,880  $  1,774,908  $  1,708,623
 Savings and MMDAs               2,987,595     2,858,477     2,430,691
 Certificates of deposit         2,592,701     2,624,344     2,831,344
                              ------------  ------------  ------------
  Total retail deposits          7,508,176     7,257,729     6,970,658
 Treasury deposits                  97,946        95,694        95,813
                              ------------  ------------  ------------
  Total deposits                 7,606,122     7,353,423     7,066,471

Other borrowings                 2,166,640     2,165,665       876,185
Federal Home Loan Bank advances  2,163,029     2,362,298     2,531,179
Senior Notes                       126,000       126,000       126,000
Accrued expenses and other
 liabilities                       239,923        82,679        91,503
                              ------------  ------------  ------------
  Total liabilities             12,301,714    12,090,065    10,691,338
                              ------------  ------------  ------------

Corporation-obligated
 mandatorily redeemable
  capital securities of
   subsidiary trusts               121,255       132,650       150,000

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

Shareholders' equity             1,035,458     1,041,281     1,006,467
                              ------------  ------------  ------------

  Total liabilities and
   shareholders' equity       $ 13,468,004  $ 13,273,573  $ 11,857,382
                              ============  ============  ============


----------------------------------------------------------------------
Consolidated Statements of Income (unaudited)
----------------------------------------------------------------------
                           Three Months Ended    Twelve Months Ended
(Dollars in thousands,        December 31,           December 31,
 except per share data)    2002       2001(b)     2002       2001(b)
----------------------------------------------------------------------

Interest income:
Loans and loans held
 for sale              $ 120,386   $ 118,534   $  464,400   $  519,920
Securities and short-
 term investments         53,189      59,004      227,634      237,315
                       ---------   ---------   ----------   ----------
  Total interest 
   income                173,575     177,538      692,034      757,235
                       ---------   ---------   ----------   ----------

Interest expense:
Deposits                  33,375      45,570      146,162      216,335
Borrowings                36,110      36,260      140,144      173,421
                       ---------   ---------   ----------   ----------
  Total interest 
   expense                69,485      81,830      286,306      389,756
                       ---------   ---------   ----------   ----------

  Net interest income    104,090      95,708      405,728      367,479
Provision for loan 
 losses                   16,000       4,000       29,000       14,400
                       ---------   ---------   ----------   ----------
  Net interest income 
   after provision for  
    loan losses           88,090      91,708      376,728      353,079
                       ---------   ---------   ----------   ----------

Noninterest income:
Deposit service fees      17,083      14,362       61,610       56,061
Loan and loan servicing  
 fees                      8,426       5,054       24,339       19,033
Trust and investment
 services                  3,693       4,377       15,918       18,346
Financial advisory 
 services                  4,964       3,286       19,277       15,525
Insurance revenue          6,875       5,358       27,073       21,751
Increase in cash 
 surrender value of 
  life insurance           2,263       2,238        9,042        9,164
Other                      1,129       2,094        4,936        8,508
                       ---------   ---------   ----------   ----------
  Total fee revenue       44,433      36,769      162,195      148,388
Gain on sale of 
 securities, net          13,934       2,012       23,377       10,621
                       ---------   ---------   ----------   ----------
  Total noninterest 
   income                 58,367      38,781      185,572      159,009
                       ---------   ---------   ----------   ----------

Noninterest expenses:
Compensation and 
 benefits                 46,343      35,393      171,042      142,899
Occupancy                  7,444       6,180       26,606       25,643
Furniture and equipment    8,228       6,975       29,167       27,878
Intangible amortization    3,997       7,889       16,017       31,227
Marketing                  3,038       2,300       10,522        8,728
Professional services      3,503       2,470       11,404        8,516
Capital securities         3,139       3,615       13,525       14,462
Acquisition expenses           -           -        1,965            -
Other                     13,460      12,320       48,075       45,876
                       ---------   ---------   ----------   ----------
  Total noninterest 
   expenses               89,152      77,142      328,323      305,229
                       ---------   ---------   ----------   ----------

Income before income 
 taxes and nonrecurring 
  items                   57,305      53,347      233,977      206,859
Income taxes              17,904      17,914       73,965       69,152
                       ---------   ---------   ----------   ----------
  Income before 
   nonrecurring items     39,401      35,433      160,012      137,707
Nonrecurring items, net
 of taxes(a)                   -       1,237       (7,280)      (4,519)
                       ---------   ---------   ----------   ----------
  Net income           $  39,401   $  36,670   $  152,732   $  133,188
                       =========   =========   ==========   ==========

Net income per common 
 share before 
  nonrecurring items:
  Basic                $    0.86   $    0.72   $     3.36   $     2.81
  Diluted                   0.85        0.71         3.31         2.77

 Net income per common 
  share:
  Basic                $    0.86   $    0.75   $     3.21   $     2.71
  Diluted                   0.85        0.74         3.16         2.68

(a) Nonrecurring item for 2002 is a SFAS No. 142 transitional goodwill
    impairment adjustment of $7.3 million, net of taxes. For the 2001
    twelve month period, items are, net of taxes: $1.6 million related
    to net insurance proceeds (Q2 & Q4), $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). For the 2001 three month
    period, item is, net of taxes: $1.2 million of insurance proceeds.

(b) Had the requirements of SFAS Nos. 142 and 147, been applied to the
    2001 three and twelve month periods, intangible amortization
    expense would have been $4,036 and $16,145, respectively, income
    before nonrecurring items $39,286 and $152,789, respectively, and
    net income $40,523 and $148,270, respectively. Net income per
    share before nonrecurring items would have been: basic $.80 and
    $3.11 and diluted $.79 and $3.07, respectivley. Net income per
    share would have been: basic $.83 and $3.02 and diluted $.82 and
    $2.98, respectively. 

----------------------------------------------------------------------
Consolidated Statements of Income (unaudited)
----------------------------------------------------------------------

                                 Three Months Ended

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

Interest income:
Loans and loans held
 for sale            $ 120,386 $ 118,492 $ 114,027 $ 111,495 $ 118,534
Securities and 
 short-term 
  investments           53,189    55,507    59,340    59,598    59,004
                     --------- --------- --------- --------- ---------
  Total interest 
   income              173,575   173,999   173,367   171,093   177,538
                     --------- --------- --------- --------- ---------

Interest expense:
Deposits                33,375    36,169    37,005    39,613    45,570
Borrowings              36,110    35,240    33,797    34,997    36,260
                     --------- --------- --------- --------- ---------
  Total interest 
   expense              69,485    71,409    70,802    74,610    81,830
                     --------- --------- --------- --------- ---------

  Net interest income  104,090   102,590   102,565    96,483    95,708
Provision for loan 
 losses                 16,000     5,000     4,000     4,000     4,000
                     --------- --------- --------- --------- ---------
  Net interest income 
   after provision 
    for loan losses     88,090    97,590    98,565    92,483    91,708
                     --------- --------- --------- --------- ---------

Noninterest income:
Deposit service fees    17,083    15,797    14,924    13,806    14,362
Loan and loan servicing
 fees                    8,426     6,185     5,450     4,278     5,054
Trust and investment
 services                3,693     3,770     4,068     4,387     4,377
Financial advisory
 services                4,964     5,997     4,357     3,959     3,286
Insurance revenue        6,875     6,386     6,376     7,436     5,358
Increase in cash
 surrender value of 
  life insurance         2,263     2,310     2,267     2,202     2,238
Other                    1,129       750     1,047     2,010     2,094
                     --------- --------- --------- --------- ---------
  Total fee revenue     44,433    41,195    38,489    38,078    36,769
Gain on sale of
 securities, net        13,934     4,912     1,126     3,405     2,012
                     --------- --------- --------- --------- ---------
  Total noninterest 
   income               58,367    46,107    39,615    41,483    38,781

Noninterest expenses:
Compensation and 
 benefits               46,343    43,303    41,248    40,148    35,393
Occupancy                7,444     6,665     6,212     6,285     6,180
Furniture and 
 equipment               8,228     7,559     6,812     6,568     6,975
Intangible 
 amortization            3,997     3,978     4,004     4,038     7,889
Marketing                3,038     2,622     2,438     2,424     2,300
Professional services    3,503     2,754     2,820     2,327     2,470
Capital securities       3,139     3,233     3,537     3,616     3,615
Acquisition expenses         -     1,349       616         -         -
Other                   13,460    12,666    11,156    10,793    12,320
                     --------- --------- --------- --------- ---------
  Total noninterest
   expenses             89,152    84,129    78,843    76,199    77,142
                     --------- --------- --------- --------- ---------

Income before income
 taxes and
  nonrecurring items    57,305    59,568    59,337    57,767    53,347
Income taxes            17,904    19,144    18,765    18,152    17,914
                     --------- --------- --------- --------- ---------
  Income before
   nonrecurring items   39,401    40,424    40,572    39,615    35,433
Nonrecurring items,
 net of taxes                -         -         -    (7,280)    1,237
                     --------- --------- --------- --------- ---------
  Net income         $  39,401 $  40,424 $  40,572 $  32,335 $  36,670
                     ========= ========= ========= ========= =========

Net income per common 
 share before 
 nonrecurring items:
 Basic               $    0.86 $    0.85 $    0.83 $    0.81 $    0.72
 Diluted                  0.85      0.84      0.82      0.80      0.71

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

 Basic               $    0.86 $    0.85 $    0.83 $    0.81 $    0.80
 Diluted                  0.85      0.84      0.82      0.80      0.79

Net income per common
 share:
 Basic               $    0.86 $    0.85 $    0.83 $    0.66 $    0.75
 Diluted                  0.85      0.84      0.82      0.65      0.74

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


----------------------------------------------------------------------
Retail and Wholesale Interest-Rate Spreads (unaudited)
----------------------------------------------------------------------

Three Months Ended,     December  September   June     March   December
                          2002      2002      2002      2002     2001
----------------------------------------------------------------------

Interest-rate spread
--------------------
Total interest-
 earning assets(a)        5.61%     5.93%     6.09%     6.24%     6.64%
Total interest-
 bearing liabilities      2.26      2.48      2.57      2.82      3.13
                          ----      ----      ----      ----      ----
  Interest-rate
   spread                 3.35%     3.45%     3.52%     3.42%     3.51%
  Net interest margin     3.39      3.52      3.61      3.51      3.61

Retail interest-rate 
spread
--------------------
Yield on loans            5.71%     6.01%     6.23%     6.39%     6.78%
Cost of deposits          1.77      1.96      2.06      2.29      2.59
                          ----      ----      ----      ----      ----
  Spread                  3.94%     4.05%     4.17%     4.10%     4.19%
                          ====      ====      ====      ====      ====

Wholesale interest-
rate spread
--------------------
Yield on securities(a)    5.40%     5.77%     5.84%     5.98%     6.38%
Cost of borrowings        3.07      3.40      3.56      3.85      4.24
                          ----      ----      ----      ----      ----
  Spread                  2.33%     2.37%     2.28%     2.13%     2.14%
                          ====      ====      ====      ====      ====


----------------------------------------------------------------------
Consolidated Average Statements of Condition (unaudited)
----------------------------------------------------------------------

Three Months Ended December 31,              2002            
----------------------------------------------------------------------

                                                           Fully tax-
                              Average                      equivalent
(Dollars in thousands)        balance      Interest(b)     yield/rate
----------------------------------------------------------------------
Assets:
 Interest-earning assets: 
 Loans and loans held for 
  sale                      $  8,375,035  $    120,388          5.71% 
 Securities and short-term 
  investments                  4,050,800        53,511          5.40(a)
                            ------------  ------------  ------------
  Total interest-earning 
   assets                     12,425,835       173,899          5.61  
 Noninterest-earning assets      922,021  ------------                
                            ------------
  Total assets              $ 13,347,856
                            ============                  

Liabilities and Shareholders' 
Equity:
 Interest-bearing 
 liabilities:
 Interest-bearing deposits  $  6,530,109  $     33,375          2.03%
 Noninterest-bearing 
  deposits                       969,282             -             -
 Federal Home Loan Bank 
  advances                     2,377,163        25,163          4.14 
 Repurchase agreements and 
  other borrowings             2,111,537         8,157          1.51 
 Senior notes                    126,000         2,790          8.86 
                            ------------  ------------  ------------
  Total interest-bearing 
   liabilities                12,114,091        69,485          2.26 
 Noninterest-bearing                      ------------ 
  liabilities                     71,552 
                            ------------
  Total liabilities           12,185,643                  

 Capital securities and 
  preferred stock of 
   subsidiary corporation        139,378                  

 Shareholders' equity          1,022,835                  
                            ------------ 
  Total liabilities and 
   shareholders' equity     $ 13,347,856                  
                            ============
 Less: tax-equivalent 
  adjustment                                      (324)        
                                          ------------       
 Net interest income                      $    104,090       
                                          ============       

 Interest-rate spread                                           3.35%
                                                        ============
 Net interest margin                                            3.39%
                                                        ============



Three Months Ended December 31,              2001
----------------------------------------------------------------------
                                                           Fully tax-
                              Average                      equivalent
(Dollars in thousands)        balance      Interest(b)     yield/rate 
----------------------------------------------------------------------
Assets:
 Interest-earning assets:
 Loans and loans held for 
  sale                      $  6,942,991  $    118,535          6.78%
 Securities and short-term 
  investments                  3,795,970        59,309          6.38(a)
                            ------------  ------------  ------------   
  Total interest-earning 
   assets                     10,738,961       177,844          6.64
 Noninterest-earning assets      866,974  ------------
                            ------------
  Total assets              $ 11,605,935
                            ============  

Liabilities and Shareholders' 
Equity:
 Interest-bearing 
  liabilities:
 Interest-bearing deposits  $  6,136,462  $     45,570          2.95%
 Noninterest-bearing 
  deposits                       836,316             -             -
 Federal Home Loan Bank 
  advances                     2,319,287        28,450          4.80
 Repurchase agreements and 
  other borrowings               905,497         5,020          2.17
 Senior notes                    126,000         2,790          8.86
                            ------------  ------------  ------------
  Total interest-bearing 
   liabilities                10,323,562        81,830          3.13
 Noninterest-bearing                      ------------
  liabilities                     97,901  
                            ------------
  Total liabilities           10,421,463

 Capital securities and 
  preferred stock of 
   subsidiary corporation        159,577

 Shareholders' equity          1,024,895    
                            ------------
  Total liabilities and 
   shareholders' equity     $ 11,605,935
                            ============
 Less: tax-equivalent  
  adjustment                                      (306)
                                          ------------
 Net interest income                      $     95,708
                                          ============              

 Interest-rate spread                                           3.51%
                                                        ============                                        
 Net interest margin                                            3.61%
                                                        ============


(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)
----------------------------------------------------------------------

Twelve Months Ended December 31,             2002            
----------------------------------------------------------------------
                                                           Fully tax-
                               Average                     equivalent
(Dollars in thousands)         balance    Interest(b)      yield/rate
----------------------------------------------------------------------

Assets:
 Interest-earning assets:
 Loans and loans held for 
  sale                      $  7,629,298  $    464,402          6.09% 
 Securities and short-term 
  investments                  4,047,754       228,857          5.75(a)
                            ------------  ------------  ------------
  Total interest-earning 
   assets                     11,677,052       693,259          5.97  
 Noninterest-earning assets      870,900  ------------                   
                            ------------
  Total assets              $ 12,547,952
                            ============                  

Liabilities and Shareholders' 
Equity:
 Interest-bearing 
  liabilities:
 Interest-bearing deposits  $  6,361,951  $    146,162          2.30%
 Noninterest-bearing 
  deposits                       902,908             -             -
 Federal Home Loan Bank 
  advances                     2,337,688       102,789          4.40 
 Repurchase agreements and 
  other borrowings             1,555,552        26,195          1.68 
 Senior notes                    126,000        11,160          8.86 
                            ------------  ------------  ------------
  Total interest-bearing 
   liabilities                11,284,099       286,306          2.54 
 Noninterest-bearing                      ------------ 
  liabilities                     76,914 
                            ------------
  Total liabilities           11,361,013                  

 Capital securities and 
  preferred stock of 
   subsidiary corporation        149,666                  

 Shareholders' equity          1,037,273                  
                            ------------
  Total liabilities and 
   shareholders' equity     $ 12,547,952                  
                            ============
 Less: tax-equivalent 
  adjustment                                    (1,225)        
                                          ------------       
 Net interest income                      $    405,728       
                                          ============       

 Interest-rate spread                                           3.43%
                                                        ============
 Net interest margin                                            3.50%
                                                        ============



Twelve Months Ended December 31,              2001
----------------------------------------------------------------------
                                                           Fully tax-
                              Average                      equivalent
(Dollars in thousands)        balance      Interest(b)     yield/rate 
----------------------------------------------------------------------

Assets:
 Interest-earning assets:
 Loans and loans held for 
  sale                      $  6,969,481  $    519,930          7.46%
 Securities and short-term 
  investments                  3,667,917       238,423          6.56(a)
                            ------------  ------------  ------------
  Total interest-earning 
   assets                     10,637,398       758,353          7.15
 Noninterest-earning assets      896,052  ------------
                            ------------
  Total assets              $ 11,533,450
                            ============  

Liabilities and Shareholders' 
Equity:
 Interest-bearing 
  liabilities:
 Interest-bearing deposits  $  6,115,884  $    216,335          3.54%
 Noninterest-bearing 
  deposits                       813,658             -             -
 Federal Home Loan Bank 
  advances                     2,011,440       112,784          5.61
 Repurchase agreements and 
  other borrowings             1,258,247        49,475          3.93
 Senior notes                    126,000        11,162          8.86
                            ------------  ------------  ------------
  Total interest-bearing 
   liabilities                10,325,229       389,756          3.77
 Noninterest-bearing                      ------------ 
  liabilities                     87,530 
                            ------------
  Total liabilities           10,412,759

 Capital securities and 
  preferred stock of 
   subsidiary corporation        161,221

 Shareholders' equity            959,470    
                            ------------
  Total liabilities and 
   shareholders' equity     $ 11,533,450
                            ============
 Less: tax-equivalent 
  adjustment                                    (1,118)
                                          ------------
 Net interest income                      $    367,479
                                          ============              

 Interest-rate spread                                           3.38%
                                                        ============                                        
 Net interest margin                                            3.48%
                                                        ============

(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.


---------------------------------------------------------------------- 
Asset Quality (unaudited)
----------------------------------------------------------------------

(Dollars in thousands)      At or for the Three Months Ended,
                            ---------------------------------

                        Dec. 31, Sept. 30, June 30, March 31, Dec. 31, 
                         2002     2002      2002     2002      2001 
----------------------------------------------------------------------

Nonperforming  Assets
---------------------

Nonperforming loans:
 Commercial:
  Business banking   $  16,001 $  19,000 $  21,626 $  20,461 $  20,574  
  Specialized
   industry              3,399    27,231     3,399     3,399     8,947 
  Lease financing        6,586     5,559     6,531     7,510     7,333 
                     -------------------------------------------------
   Total commercial     25,986    51,790    31,556    31,370    36,854

 Commercial real 
  estate                 9,109    10,124     9,506    11,122    11,062
 Residential             7,263     5,521     5,991     6,262     7,677
 Consumer                  894     1,062     1,409     1,545     1,823
                     -------------------------------------------------
Total nonperforming
 loans                  43,252    68,497    48,462    50,299    57,416
                     -------------------------------------------------

Loans held for sale      3,706         -         -         -         -
                     -------------------------------------------------

Other real estate 
 owned and repossessed 
  assets:
 Commercial              2,568     3,007     2,294     2,690     2,534
 Residential               477       686       635     1,131     1,956
 Consumer                   32        12       170       205       548
                     -------------------------------------------------
Total other real
 estate owned and
  repossessed assets     3,077     3,705     3,099     4,026     5,038
                     -------------------------------------------------
Total nonperforming
 assets              $  50,035 $  72,202 $  51,561 $  54,325 $  62,454
                     =================================================

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

Summary of Classified Loans
---------------------------

 Substandard:
  Accruing           $  70,245 $ 102,436 $ 106,281 $  94,864 $  88,397
  Nonaccruing           38,994    62,170    43,634    43,146    47,846
                     -------------------------------------------------
   Total substandard   109,239   164,606   149,915   138,010   136,243

 Doubtful:
  Accruing                   -         3         6        11        66
  Nonaccruing            3,743     3,724     3,808     3,756     4,464
                     -------------------------------------------------
   Total doubtful        3,743     3,727     3,814     3,767     4,530

 Loss                        -         -         -         -         -
                     -------------------------------------------------

 Total classified
  loans              $ 112,982 $ 168,333 $ 153,729 $ 141,777 $ 140,773
                     =================================================

Classified as a
 percent of loans          1.4%      2.1%      2.1%      2.0%      2.1%


----------------------------------------------------------------------
Allowance for Loan Losses (unaudited)
----------------------------------------------------------------------

(Dollars in  thousands)      At or for the Three Months Ended,
                             --------------------------------

                        Dec. 31, Sept. 30, June 30, March 31, Dec. 31,
                         2002     2002      2002     2002      2001
----------------------------------------------------------------------

Allowance for Loan Losses
-------------------------

Beginning balance    $ 116,118 $  99,698 $  98,930 $  97,307 $  96,654  

 Allowance for
  purchased loans            -    16,338         -         -         -
 Provision              16,000     5,000     4,000     4,000     4,000
 Write-down of loans 
  transferred to held 
   for sale            (12,432)        -         -         -         -
 Less: Loan charge-offs:
  Commercial:
   Specialized
    industry             2,569     1,892       854     1,361       564
   All other
    commercial           1,031     3,029     2,498       541     2,518
                     -------------------------------------------------
    Total commercial     3,600     4,921     3,352     1,902     3,082

 Residential                84       249       187       362       249
 Consumer                  220       246       250       377       394
                     -------------------------------------------------
    Total charge-offs    3,904     5,416     3,789     2,641     3,725
 Recoveries             (1,022)     (498)     (557)     (264)     (378)
                     -------------------------------------------------
    Net loan
     charge-offs         2,882     4,918     3,232     2,377     3,347
                     -------------------------------------------------

Ending balance       $ 116,804 $ 116,118 $  99,698 $  98,930 $  97,307
                     =================================================

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

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

Net charge-offs/
 average loans
 (annualized)             0.14%     0.26%     0.18%     0.14%     0.20%
Allowance for loan 
 losses/total loans       1.48      1.45      1.36      1.39      1.43
Nonperforming loans/ 
 total loans              0.55      0.86      0.66      0.70      0.84
Nonperforming assets/ 
 total assets             0.37      0.54      0.41      0.44      0.53
Allowance for loan 
 losses/
  nonperforming loans   270.05    169.52    205.72    196.68    169.48

CONTACT: For Webster Financial Corporation
Media Contacts:
Clark Finley, 203/578-2429
cfinley@websterbank.com
or
Arthur House, 203/578-2391
ahouse@websterbank.com
or
Investor Contacts:
William J. Healy, 203/578-2399