Webster Reports Per Share Net Income Growth in First Quarter

Apr 15, 2003

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WATERBURY, Conn.--(BUSINESS WIRE)--April 15, 2003--Webster Financial Corporation (NYSE: WBS), the holding company for Webster Bank, today reported a 32 percent increase in net income per diluted share for the first quarter of 2003, compared to the year-ago period. For the quarter ended March 31, 2003, Webster's net income increased to $39.9 million or $.86 per diluted share, compared to $32.3 million or $.65 per diluted share for the year-ago period.

Net income per diluted share, excluding the cumulative effect of a change in accounting method in the 2002 first quarter, increased 8 percent for the quarter ended March 31, 2003, compared to the same period last year. Included in net income for the 2002 first quarter was a transitional goodwill impairment writedown of $7.3 million, net of taxes, related to the cumulative effect of a change in method of accounting for the implementation of SFAS No. 142. In the first quarter of 2002, net income before the transitional goodwill impairment writedown was $39.6 million.

"Webster's solid performance in the first quarter reflects our success in implementing our strategic plan for growth," stated Webster chairman and chief executive officer, James C. Smith. "Webster has strengthened its position as a leading regional financial services provider offering a broad range of useful products and services to our growing customer base. Growth in our balance sheet, revenues and earnings over the past year demonstrate that Webster is creating shareholder value by meeting the financial needs of its customers."

Revenues and Expenses

Webster's continued improvement in earnings per share has been led by strong revenue growth. Total revenues, consisting of net interest income and total noninterest income, grew by 14 percent compared to the year-ago period. The growth was due primarily to expansion of noninterest income, growth in loans and an increase in core deposits over the past year.

For the first quarter of 2003, net interest income rose 8 percent to $104.7 million from $96.5 million a year ago and increased slightly from $104.1 million in the fourth quarter. Net interest margin (annualized net interest income as a percentage of average earning assets) was 3.30 percent in the first quarter of 2003, compared to 3.51 percent in the year ago period and 3.39 percent in the fourth quarter. Earning asset growth over the past year, particularly in the loan portfolio, was responsible for both increasing net interest income and helping to offset the compression of net interest margin caused by the lower interest rate environment.

For the first quarter of 2003, total noninterest income increased 28 percent to $53.1 million, up from $41.5 million in the year-ago period. This increase is due primarily to growth in deposit service fees, insurance revenue, loan and loan servicing fees and net gain on sale of loans and loan servicing, all of which amounted to $36.5 million and increased by 43 percent from the year-ago period. Acquisitions over the past year accounted for almost one-half of the 43 percent increase. For the first quarter of 2003, total noninterest income represented 34 percent of total revenue, compared to 30 percent in the year-ago period.

Total noninterest expenses for the 2003 first quarter increased to $92.8 million, up 22 percent from $76.2 million one year ago and an increase of 4 percent from $89.2 million in the fourth quarter. The rise in total noninterest expenses over the prior year's period is due to acquisitions and strategic investments in core businesses. The $3.7 million increase in total noninterest expenses from the fourth quarter is due primarily to acquisitions in the first quarter of 2003.

Balance Sheet Growth

At March 31, 2003, total assets increased to $14.4 billion, up 16 percent from $12.3 billion one year ago and an increase of 7 percent from $13.5 billion at the end of 2002. Total loans of $8.5 billion at March 31, 2003 increased 19 percent from a year ago and 8 percent from year-end. Webster's loan growth is primarily attributed to the Whitehall asset-based lending acquisition in August of 2002 and to growth in the home equity portfolio.

"Webster has taken another step in our transformation to the commercial bank model," stated William T. Bromage, Webster president and chief operating officer. "Our efforts to increase our commercial and consumer loans and our mix of lower-cost core deposits gained significant momentum in 2002. Webster has maintained that course in the first quarter, further diversifying our mix and expanding our fee-income businesses."

At the end of the first quarter, commercial loans, including commercial real estate, were $3.0 billion, up from $2.3 billion one year ago and $2.8 billion at December 31, 2002. Consumer loans totaled $1.8 billion at the end of the first quarter, compared to $1.2 billion one year ago and $1.7 billion at year end. Commercial loans and consumer loans were 57 percent of total loans at March 31, 2003, compared to 50 percent of total loans one year ago.

Webster's residential mortgage business generated $974 million in mortgage originations in the first quarter, compared to $449 million a year ago. In the first quarter of 2003, 72 percent of this amount came from national wholesale mortgage banking operations, while 28 percent came from Webster's retail channel.

Total deposits were $7.8 billion at March 31, 2003, an increase of 9 percent from $7.2 billion in the year-ago period and an increase of 2 percent from $7.6 billion at December 31, 2002. Core deposits at March 31, 2003 represented 66 percent of total deposits, up from 59 percent a year ago. Webster's growth was driven in part by its High Performance Checking campaign initiated in August of 2002 and the continuing success of its de novo branch expansion program in Fairfield County, Connecticut.

Book value per common share of $23.47 at March 31, 2003 increased by 14 percent from $20.55 one year ago and increased by 3 percent from $22.69 at December 31, 2002.

Asset Quality

Webster's net loan charge-offs in the first quarter of 2003 were $3.4 million, compared to $2.4 million in the year-ago period. The annualized charge-off ratio was 16 basis points in the 2003 first quarter, compared to 14 basis points in the year-ago period. Non-performing assets rose to $61.9 million or 0.43 percent of total assets at March 31, 2003, compared to $54.3 million or 0.44 percent a year ago and $50.0 million or 0.37 percent of total assets at December 31, 2002. Classified loans were 1.5 percent of total loans at March 31, 2003 compared to 2.0 percent one year ago and 1.4 percent at December 31, 2002.

"Webster's credit quality measures remain well within recent historical levels and our allowance for loan losses has increased by 20 percent over the past year," stated William J. Healy, Webster chief financial officer. "Our ability to confront credit issues while maintaining overall measures of asset quality demonstrates our disciplined approach to risk management."

The allowance for loan losses totaled $118.6 million at March 31, 2003 compared to $98.9 million a year ago and $116.8 million at December 31, 2002. The allowance represented 1.39 percent of total loans at March 31, 2003 compared to 1.39 percent a year ago and 1.48 percent at December 31, 2002. The ratio of the allowance to nonperforming loans at March 31, 2003 was 219 percent, compared to 197 percent a year ago and 270 percent at December 31, 2002.

Strategic Actions

In January, 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. The firm was one of the largest independent insurance agencies in Connecticut with approximately 90 employees and additional offices in West Hartford, CT and Harrison, New York. Mathog & Moniello's 2002 revenue was approximately $11 million.

Webster Bank also completed in January an offering of $200 million in subordinated notes to institutional investors. The subordinated notes were rated investment grade and constituted new funding that increased Webster Bank's regulatory capital.

Also in the first quarter of 2003, Webster Bank announced the acquisition of Budget Installment Corp., an insurance premium financing company based in Rockville Centre, New York. Budget Installment Corp. finances commercial property and casualty premiums for businesses that pay their premiums on an installment basis. The thirty year-old company currently has approximately 8,000 active borrower accounts located in New York and New Jersey.

In January, Webster declared a regular quarterly dividend of $.19 per common share. The announcement marked the 61st consecutive quarterly dividend since Webster first paid a dividend in 1987.

Gomez, Inc., the nation's leading Internet channel benchmarking and improvement strategies firm, announced in April that Webster Bank's website (www.websteronline.com) ranks eighteenth in a national survey of Internet banking capabilities. The survey measured the functionality, usability and performance dimensions of Internet banking across the United States. Gomez specifically cited Webster's self-service capabilities, 12-month statement offerings and secure bill-pay system as factors in its recognition.

Webster Financial Corporation is the holding company for Webster Bank and Webster Insurance. With $14 billion in assets, Webster Bank provides business and consumer banking, mortgage, insurance, trust and investment services through 110 banking offices, 219 ATMs, a Connecticut-based call center and the Internet. 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, Budget Installment Corp., Center Capital Corporation, an equipment finance 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 website at www.websteronline.com.

Conference Call

A conference call covering today's announcement will be held today, Tuesday, April 15, at 2:00 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 1-800-491-4331 (Access Code: 3330070). 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 that could cause actual results to differ from those contained in the forward-looking statement, see "Forward Looking Statements" in Webster's Annual Report for 2002.

 

----------------------------------------------------------------------
Selected Financial Highlights (unaudited)
----------------------------------------------------------------------
                                                 At or for the Three
                                                Months Ended March 31,
(In thousands, except per share data)              2003      2002 (a)
----------------------------------------------------------------------

Net income and performance ratios
 (annualized):
-------------------------------------------
Net income                                     $   39,937 $ 32,335
Net income per diluted common share                  0.86       0.65
Return on average shareholders' equity              15.21 %    12.79 %
Return on average assets                             1.16       1.09

Net income and performance ratios before
 cumulative effect of change in accounting
  method (annualized):
---------------------------------------------
Net income                                     $   39,937 $ 32,335
Cumulative effect of change in accounting
 method (b)                                             -      7,280
                                                ---------   --------
Net income before cumulative effect of change
 in accounting method                              39,937     39,615

Net income per diluted common share                  0.86       0.80
Return on average shareholders' equity              15.21 %    15.66 %
Return on average assets                             1.16       1.33
Noninterest income as a percentage of total
 revenue                                            33.68      30.07
Efficiency ratio (e)                                58.80      55.23

Cash income and performance ratios
 (annualized) (c):
---------------------------------------------
Net income                                      $  39,937 $32,335
Cumulative effect of change in accounting
 method (b)                                             -      7,280
Tax-effected intangible ammortization               2,575      2,625
                                                 ---------   --------
Cash income                                        42,512     42,420

Cash income per diluted common share                 0.92       0.85
Cash return on average shareholders' equity         16.19 %    16.70 %
Cash return on average assets                        1.24       1.42

Asset Quality:
---------------------------------------------
Allowance for loan losses                       $ 118,596 $98,930
Nonperforming assets                               61,921     54,325
Allowance for loan losses / total loans              1.39 %     1.39 %
Net charge-offs/ average loans (annualized)          0.16       0.14
Nonperforming loans / total loans                    0.64       0.70
Nonperforming assets / total assets                  0.43       0.44
Allowance for loan losses / nonperforming
 loans                                             218.51     196.68

Other ratios (annualized):
---------------------------------------------
Shareholders' equity / total assets                  7.46 %     8.14 %
Interest-rate spread                                 3.26       3.42
Net interest margin                                  3.30       3.51

Share related:
---------------------------------------------
Book value per common share                     $   23.47 $ 20.55
Tangible book value per common share                16.92      14.67
Common stock closing price                          35.12      37.43
Dividends declared per common share                  0.19       0.17

Common shares issued and outstanding               45,617     48,879
Basic shares (average)                             45,461     48,803
Diluted shares (average)                           46,192     49,583

Footnotes:

(a) Adjusted to reflect the adoption of SFAS No. 123, "Accounting for
Stock-Based Compensation", SFAS No. 142, "Goodwill and Other
Intangible Assets", and SFAS No.147, "Acquisitions of Certain
Financial Institutions" during 2002.
(b) Cumulative effect of change in accounting method for 2002 is a
SFAS No. 142 transitional goodwill impairment charge of $11.2 million,
net of taxes, $7.3 million.
(c) Net income excluding tax-effected intangible amortization of $2.6
million and cumulative effect of change in accounting method of $7.3
million.
(d) For purposes of this computation, unrealized gains(losses) are
excluded from the average balance for rate calculations.
(e) Noninterest expense as a percentage of net interest income plus
noninterest income.


----------------------------------------------------------------------
Consolidated Statements of Condition (unaudited)
----------------------------------------------------------------------
                                  March 31,   December 31,   March 31,
(In thousands)                       2003        2002         2002 (a)
----------------------------------------------------------------------

 Assets:

 Cash and due from depository
  institutions                $   238,370 $   266,463 $   167,160
 Short-term investments            13,696         15,596      33,472

 Securities:
   Trading, at fair value          10,924          5,752         527
   Available for sale, at
    fair value                  4,497,686      4,119,245   4,221,800
                             -------------    ----------   ----------
      Total securities          4,508,610      4,124,997   4,222,327

 Loans held for sale              321,637        405,157     102,348

 Loans:
   Residential mortgages        3,657,707      3,386,207   3,561,986
   Commercial                   1,947,167      1,798,898   1,385,276
   Commercial real estate       1,062,891      1,029,332     952,553
   Consumer                     1,841,526      1,698,202   1,237,098
                             --------------  -----------  -----------
    Total loans                 8,509,291      7,912,639   7,136,913
 Allowance for loan losses       (118,596)      (116,804)    (98,930)
                             --------------  ------------  -----------
    Loans, net                  8,390,695      7,795,835   7,037,983

 Accrued interest receivable       58,137         54,601      58,928
 Premises and equipment, net       82,525         84,683      82,209
 Goodwill and intangible assets   320,942        297,359     305,677
 Cash surrender value of life
  insurance                       174,181        172,066     165,225
 Prepaid expenses and
  other assets                    246,866        251,247     159,766
                             -------------   ----------- -----------

    Total assets              $14,355,659 $13,468,004 $12,335,095
                             ============    =========== ===========

 Liabilities and Shareholders' Equity:

 Deposits:
  Checking and NOW            $ 1,965,636 $ 1,927,880 $ 1,661,341
  Savings and MMDAs             3,200,604      2,987,595   2,592,132
  Certificates of deposit       2,543,060      2,592,701   2,794,048
                             -------------   ----------- ------------
   Total retail deposits        7,709,300      7,508,176   7,047,521
  Treasury deposits                74,509         97,946     121,825
                             -------------   -----------  -----------
   Total deposits               7,783,809      7,606,122   7,169,346

 Federal Home Loan Bank
  advances                      2,885,098      2,163,029   2,399,579
 Other borrowings               2,030,553      2,166,640   1,377,647
 Senior notes and subordinated
  debt                            326,000        126,000     126,000
 Accrued expenses and other
  liabilities                     128,921        239,923      98,555
                             -------------   -----------  -----------
   Total liabilities           13,154,381     12,301,714  11,171,127

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

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

 Shareholders' equity           1,070,446      1,035,458   1,004,391
                             -------------    ----------  ----------

   Total liabilities and
    shareholders' equity      $14,355,659 $13,468,004 $12,335,095
                             ============  ============ ============


See Selected Financial Highlights for footnotes.

----------------------------------------------------------------------
Consolidated Statements of Income (unaudited)
----------------------------------------------------------------------
                                                   Three Months Ended
                                                       March 31,
(In thousands, except per share data)                2003   2002 (a)
----------------------------------------------------------------------

  Interest income:
  Loans and loans held for sale                  $ 117,702 $111,495
  Securities and short-term investments             51,745     59,598
                                                   -------- ---------
   Total interest income                           169,447    171,093
                                                   --------- ---------

  Interest expense:
  Deposits                                          29,418     39,613
  Borrowings                                        35,353     34,997
                                                   --------- ---------
   Total interest expense                           64,771     74,610
                                                  --------- ---------

   Net interest income                             104,676     96,483
  Provision for loan losses                          5,000      4,000
                                                  ---------  ---------
   Net interest income after provision for loan
    losses                                          99,676     92,483
                                                  --------- ---------

  Noninterest income:
  Deposit service fees                              16,890     13,806
  Insurance revenue                                 10,964      7,436
  Loan and loan servicing fees                       5,905      3,885
  Financial advisory services                        5,431      3,959
  Trust and investment services                      4,578      4,387
  Gain on sale of loans and loan servicing, net      2,771        393
  Increase in cash surrender value of
   life insurance                                    2,115      2,202
  Other                                              1,861      2,010
                                                  --------- ---------
   Total fee revenue                                50,515     38,078
  Gain on sale of securities, net                    2,633      3,405
                                                  --------- ---------
   Total noninterest income                         53,148     41,483
                                                  --------- ---------

  Noninterest expenses:
  Compensation and benefits                         50,561     40,148
  Occupancy                                          8,099      6,285
  Furniture and equipment                            7,521      6,568
  Intangible amortization                            3,962      4,038
  Marketing                                          3,485      2,424
  Professional services                              2,478      2,327
  Capital securities and preferred stock dividend    3,138      3,832
  Other                                             13,562     10,577
                                                  --------- ---------
  Total noninterest expenses                        92,806     76,199
                                                  --------- ---------

  Income before income taxes and cumulative effect
   of change in accounting method                   60,018     57,767
  Income taxes                                      20,081     18,152
                                                  ---------- ---------
     Income before cumulative effect of change in
       accounting method                            39,937     39,615
  Cumulative effect of change in accounting method,
   net of taxes (b)                                      -     (7,280)
                                                  ---------- ---------
   Net income                                    $  39,937 $ 32,335
                                                 =========== =========

  Net income per common share before cumulative
   effect of change in accounting method:
    Basic                                        $    0.88 $   0.81
    Diluted                                           0.86       0.80

  Net income per common share:
    Basic                                        $    0.88 $   0.66
    Diluted                                           0.86       0.65

See Selected Financial Highlights for footnotes.


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


                                    Three Months Ended
(In thousands,         March 31, Dec. 31, Sept. 30, June 30, March 31,
except per share data)   2003      2002     2002     2002(a)  2002(a)
----------------------------------------------------------------------

Interest income:
Loans and loans held for
 sale                   $117,702 $120,386 $118,492 $114,027 $111,495
Securities and short-
 term investments         51,745   53,189   55,507    59,340   59,598
                       ---------- -------- --------- -------- --------
 Total interest
  income                 169,447  173,575  173,999   173,367  171,093
                       ---------- -------- --------- -------- --------
Interest expense:
Deposits                  29,418   33,375   36,169    37,005   39,613
Borrowings                35,353   36,110   35,240    33,797   34,997
                       ---------- -------- --------- -------- --------
 Total interest
  expense                 64,771   69,485   71,409    70,802   74,610
                       ---------- -------- --------- -------- --------

 Net interest
  income                 104,676  104,090  102,590   102,565   96,483
Provision for loan
 losses                    5,000   16,000    5,000     4,000    4,000
                       ---------- -------- --------- -------- --------
 Net interest income
  after provision for
   loan losses            99,676   88,090   97,590    98,565   92,483
                       ---------- -------- --------- -------- --------

Noninterest income:
Deposit service fees      16,890   17,083   15,797    14,924   13,806
Insurance revenue         10,964    6,875    6,386     6,376    7,436
Loan and loan
 servicing fees            5,905    6,089    4,346     4,211    3,885
Financial advisory
 services                  5,431    4,964    5,997     4,357    3,959
Trust and investment
 services                  4,578    3,693    3,770     4,068    4,387
Gain on sale of loans
 and loan servicing, net   2,771    2,337    1,839     1,239      393
Increase in cash
 surrender value of life
  insurance                2,115    2,263    2,310     2,267    2,202
Other                      1,861    1,129      750     1,047    2,010
                       ---------- -------- --------- -------- --------
 Total fee revenue        50,515   44,433   41,195    38,489   38,078
Gain on sale of
 securities, net           2,633   13,934    4,912     1,126    3,405
                       ---------- -------- --------- -------- --------
 Total noninterest
  income                  53,148   58,367   46,107    39,615   41,483

Noninterest expenses:
Compensation and
 benefits                 50,561   46,343   43,303    41,248   40,148
Occupancy                  8,099    7,444    6,665     6,212    6,285
Furniture and
 equipment                 7,521    8,228    7,559     6,812    6,568
Intangible
 amortization              3,962    3,997    3,978     4,004    4,038
Marketing                  3,485    3,038    2,622     2,438    2,424
Professional
 services                  2,478    3,503    2,754     2,820    2,327
Capital securities
 and preferred stock
 dividend                  3,138    3,355    3,449     3,753    3,832
Acquisition expenses           -        -    1,349       616        -
Other                     13,562   13,244   12,450    10,940   10,577
                       ---------- -------- --------- -------- --------
 Total noninterest
  expenses                92,806   89,152   84,129    78,843   76,199
                       ---------- -------- --------- -------- --------

 Income before income
  taxes and cumulative
   effect of change in
    accounting method     60,018   57,305   59,568    59,337   57,767
Income taxes              20,081   17,904   19,144    18,765   18,152
                       ---------- -------- --------- -------- --------
 Income before
  cumulative effect of
   change in accounting
    method                39,937   39,401   40,424    40,572   39,615
Cumulative effect of
 change in accounting
  method, net of
   taxes (b)                   -        -        -         -   (7,280)
                       ---------- -------- --------- -------- --------
Net income              $ 39,937 $ 39,401 $ 40,424 $ 40,572 $ 32,335
                       ========== ======== ========= ======== ========

Net income per common
 share before
 cumulative effect of
  change in accounting
   method:
  Basic                 $   0.88 $   0.86 $   0.85 $   0.83 $   0.81
  Diluted                   0.86     0.85     0.84      0.82     0.80

Net income per
 common share:
  Basic                 $   0.88 $   0.86 $   0.85 $   0.83 $   0.66
  Diluted                   0.86     0.85     0.84      0.82     0.65

See Selected Financial Highlights for footnotes.

----------------------------------------------------------------------
Retail and Wholesale Interest-Rate Spreads (unaudited)
----------------------------------------------------------------------
Three Months Ended               March  December September June  March
                                 2003     2002     2002    2002   2002
----------------------------------------------------------------------
Interest-rate spread
---------------------------------
Total interest-earning assets (d)  5.35%   5.61%   5.93%  6.09%  6.24%
Total interest-bearing
 liabilities                       2.09    2.26    2.48   2.57   2.82
                                   -----  ------  ------ ------ ------
    Interest-rate spread           3.26%   3.35%   3.45%  3.52%  3.42%
    Net interest margin            3.30    3.39    3.52   3.61   3.51

Retail interest-rate spread
---------------------------------
Yield on loans                     5.52%   5.71%   6.01%  6.23%  6.39%
Cost of deposits                   1.57    1.77    1.96   2.06   2.29
                                   -----  ------  ------ ------ ------
    Spread                         3.95%   3.94%   4.05%  4.17%  4.10%
                                   =====  ======  ====== ====== ======

Wholesale interest-rate spread
---------------------------------
Yield on securities (d)            5.02%   5.40%   5.77%  5.84%  5.98%
Cost of borrowings                 2.90    3.07    3.40   3.56   3.85
                                   -----  ------  ------ ------ ------
    Spread                         2.12%   2.33%   2.37%  2.28%  2.13%
                                   =====  ======  ====== ====== ======

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

Three Months Ended March 31,               2003
----------------------------------------------------------------------
                                                            Fully tax-
                                 Average                    equivalent
(In thousands)                   balance       Interest     yield/rate
----------------------------------------------------------------------

Assets:
 Interest-earning
  assets:
 Loans and loans held for sale $8,552,652 $117,702      5.52   %
 Securities and short-term
  investments                   4,235,752        52,089      5.02  (d)
                               -----------    ----------    ----------
  Total interest-earning
   assets                      12,788,404       169,791      5.35
                                              ----------
 Noninterest-earning assets       935,423
                              ------------
   Total assets               $13,723,827
                              ============


Liabilities and Shareholders' Equity:
 Interest-bearing
  liabilities:
 Interest-bearing deposits    $ 6,646,320 $ 29,418      1.80   %
 Noninterest- bearing deposits    951,230             -         -
 Federal Home Loan
  Bank advances                 2,581,216        23,791      3.69
 Repurchase agreements and
  other borrowings              2,000,136         6,252      1.25
 Senior notes and subordinated
  debt                            297,111         5,310      7.15
                              ------------     ----------- -----------
   Total interest-bearing
    liabilities                12,476,013        64,771      2.09
                                               -----------
 Noninterest-bearing
  liabilities                      66,604
                              -------------
   Total liabilities           12,542,617

 Capital securities and preferred
  stock of subsidiary corporation 130,832

Shareholders' equity            1,050,378
                            ---------------
   Total liabilities and
    shareholders' equity      $13,723,827
                            ===============

Less: tax-equivalent adjustment                    (344)
                                               ---------

Net interest income                            $104,676
                                               =========

Interest-rate spread                                         3.26   %
                                                           ===========
Net interest margin                                          3.30   %
                                                           ===========

Three Months Ended March 31,               2002
----------------------------------------------------------------------
                                                            Fully tax-
                                Average                     equivalent
(In thousands)                  balance       Interest      yield/rate
----------------------------------------------------------------------

Assets:
 Interest-earning
  assets:
 Loans and loans held for sale  $6,996,981 $111,495      6.39   %
 Securities and short-term
  investments                    4,044,428        59,902      5.98 (d)
                               -----------    ----------    ----------
  Total interest-earning
   assets                       11,041,409       171,397      6.24
                                              ----------
 Noninterest-earning assets        874,232
                              -------------
   Total assets                $11,915,641
                              =============

Liabilities and Shareholders' Equity:
 Interest-bearing
  liabilities:
 Interest-bearing
  deposits                      $6,184,667 $39,613      2.60   %
 Noninterest-bearing deposits      838,903             -         -
 Federal Home Loan Bank
  advances                       2,391,373        27,287      4.56
 Repurchase agreements and
  other borrowings               1,116,611         4,920      1.76
 Senior notes and
  subordinated debt                126,000         2,790      8.86
                             -------------     ---------- ------------
   Total interest-bearing
    liabilities                 10,657,554        74,610      2.82
                             -------------     ---------- ------------
 Noninterest-bearing
  liabilities                       86,892
                             -------------
   Total liabilities            10,744,446

 Capital securities and preferred
  stock of subsidiary corporation  159,577

 Shareholders' equity            1,011,618
                              ------------
   Total liabilities and
    shareholders' equity       $11,915,641
                              ============

Less: tax-equivalent adjustment                    (304)
                                               ----------

Net interest income                              $96,483
                                               ==========

Interest-rate spread                                         3.42   %
                                                           ===========
Net interest margin                                          3.51   %
                                                           ===========
See Selected Financial Highlights for footnotes.

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

                                   At or for the Three Months Ended,
                                 -------------------------------------

                       March 31, Dec. 31, Sept. 30, June 30, March 31,
(In thousands)          2003     2002      2002     2002      2002
----------------------------------------------------------------------

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

Nonperforming loans:
  Commercial:
    Commercial        $ 27,784 $ 16,001 $ 19,000 $ 21,626 $ 20,461
    Specialized
      industry           3,399     3,399    27,231     3,399     3,399
     Equipment
      financing          8,960     6,586     5,559     6,531     7,510
                      ------------------------------------------------
       Total
         commercial     40,143    25,986    51,790    31,556    31,370

  Commercial real
   estate                6,910     9,109    10,124     9,506    11,122
  Residential            5,712     7,263     5,521     5,991     6,262
  Consumer               1,510       894     1,062     1,409     1,545
                      ------------------------------------------------

Total nonperforming
 loans                  54,275    43,252    68,497    48,462    50,299
                      ------------------------------------------------

Loans held for sale      3,444     3,706         -         -        -
                      ------------------------------------------------

Other real estate owned and
 repossessed assets:
  Commercial             3,967     2,568     3,007     2,294     2,690
  Residential              234       477       686       635     1,131
  Consumer                   1        32        12       170       205
                      ------------------------------------------------

Total other real estate
 owned and repossessed
 assets                  4,202     3,077     3,705     3,099     4,026
                      ------------------------------------------------

Total nonperforming
 assets               $ 61,921 $ 50,035 $ 72,202 $ 51,561 $ 54,325
                      ================================================


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

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

  Substandard:
     Accruing         $ 74,398 $ 70,245 $102,436 $106,281 $ 94,864
     Nonaccruing        45,005    38,994   62,170    43,634    43,146
                      ------------------------------------------------
     Total
      substandard      119,403   109,239  164,606   149,915   138,010

  Doubtful:
     Accruing                -         -        3         6        11
     Nonaccruing         7,279     3,743    3,724     3,808     3,756
                      ------------------------------------------------
      Total doubtful     7,279     3,743    3,727     3,814     3,767

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

  Total classified
   loans              $126,682 $112,982 $168,333 $153,729 $141,777
                      ===============================================

Classified as a percent
 of loans                  1.5%      1.4%     2.1%      2.1%     2.0%
                      -----------------------------------------------


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

                                At or for the Three Months Ended,
                          --------------------------------------------

                       March 31, Dec. 31, Sept. 30, June 30, March 31,
(In thousands)          2003     2002      2002     2002      2002
----------------------------------------------------------------------

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

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

Allowance for
 purchased loans           146         -    16,338        -         -
Provision                5,000    16,000     5,000    4,000     4,000
Write-down of loans
 transferred to held
 for sale                    -   (12,432)        -        -         -

Charge-offs:
  Residential               78        84       249      187       362

  Commercial:
  Specialized industry       -     2,569     1,892      854     1,361
  All other commercial   3,601     1,031     3,029    2,498       541
                      ------------------------------------------------
     Total commercial    3,601     3,600     4,921    3,352     1,902

  Commercial real
   estate                    -         -         -        -         -
  Consumer                 195       220       246      250       377
                      ------------------------------------------------
     Total charge-offs   3,874     3,904     5,416    3,789     2,641
Recoveries                (520)   (1,022)     (498)    (557)     (264)
                      ------------------------------------------------
     Net loan charge-
      offs               3,354     2,882     4,918    3,232     2,377
                      ------------------------------------------------

Ending balance        $118,596 $116,804 $116,118 $99,698 $98,930
                      ================================================


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

Allowance for loan losses /
 total loans                    1.39 %  1.48 %  1.45 %  1.36 %  1.39 %
Net charge-offs/ average loans
 (annualized)                   0.16    0.14    0.26    0.18    0.14
Nonperforming loans / total
 loans                          0.64    0.55    0.86    0.66    0.70
Nonperforming assets / total
 assets                         0.43    0.37    0.54    0.41    0.44
Allowance for loan losses /
 nonperforming loans          218.51  270.05  169.52  205.72  196.68
CONTACT: Webster Financial Corporation
Webster Media Contact:
Clark Finley, 203/578-2429
cfinley@websterbank.com
or
Investor Relations Contact:
Terry Mangan, 203/578-2318
tmangan@websterbank.com