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Webster Financial 10-K 2011
Form 10-K
Table of Contents

 

 

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2010

Commission File Number: 001-31486

LOGO

WEBSTER FINANCIAL CORPORATION

(Exact name of registrant as specified in its charter)

 

Delaware   06-1187536
(State or other jurisdiction of incorporation or organization)   (I.R.S. Employer Identification No.)

145 Bank Street (Webster Plaza), Waterbury, Connecticut 06702

(Address and zip code of principal executive offices)

Registrant’s telephone number, including area code: (203) 578-2202

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

 

Name of each exchange on which registered

Common Stock, $.01 par value   New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act — Not Applicable

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act of 1933. Yes  x    No  ¨.

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. Yes  ¨    No  x .

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes  x    No  ¨.

Indicate by checkmark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (Section 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes  ¨    No  ¨.

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  x

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer  x   Accelerated filer  ¨   Non-accelerated filer   ¨   Smaller Reporting Company  ¨

Indicate by check mark whether the registrant is a shell company (as defined in Exchange Act Rule 12b-2) Yes  ¨    No  x .

The aggregate market value of the common stock held by non-affiliates of Webster Financial Corporation was approximately $1.4 billion, based on the closing sale price of the common stock on the New York Stock Exchange on June 30, 2010, the last trading day of the registrant’s most recently completed second quarter.

The number of shares of common stock outstanding, as of January 31, 2011: 87,159,837.

DOCUMENTS INCORPORATED BY REFERENCE

Part III: Portions of the Definitive Proxy Statement for the Annual Meeting of Shareholders to be held on April 28, 2011.

 

 

 


Table of Contents

WEBSTER FINANCIAL CORPORATION AND SUBSIDIARIES

WEBSTER FINANCIAL CORPORATION

2010 ANNUAL REPORT ON FORM 10-K

TABLE OF CONTENTS

 

 

 

       PART I    Page  

Item 1.

    

Business

     1   

Item 1A.

    

Risk Factors

     15   

Item 1B.

    

Unresolved Staff Comments

     21   

Item 2.

    

Properties

     21   

Item 3.

    

Legal Proceedings

     21   

Item 4.

    

[Reserved]

     23   
     PART II   

Item 5.

    

Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

     24   

Item 6.

    

Selected Financial Data

     27   

Item 7.

    

Management’s Discussion and Analysis of Financial Condition and
Results of Operations

     28   

Item 7A.

    

Quantitative and Qualitative Disclosures About Market Risk

     77   

Item 8.

    

Financial Statements and Supplementary Data

     78   

Item 9.

    

Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure

     161   

Item 9A.

    

Controls and Procedures

     161   

Item 9B.

    

Other Information

     164   
     PART III   

Item 10.

    

Directors, Executive Officers and Corporate Governance

     165   

Item 11.

    

Executive Compensation

     167   

Item 12.

    

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

     167   

Item 13.

    

Certain Relationships and Related Transactions, and Director Independence

     168   

Item 14.

    

Principal Accountant Fees and Services

     168   
     PART IV   

Item 15.

    

Exhibits and Financial Statement Schedules

     168   

Signatures

     169   

Exhibit Index

     170   

 

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PART I

 

ITEM 1. BUSINESS

Forward-Looking Statements

This Annual Report on Form 10-K contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. For a discussion of forward-looking statements, see the section captioned “Forward-Looking Statements” in Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

Company Overview

Webster Financial Corporation (together, with its consolidated subsidiaries, “Webster”, the “Company”, our company, we or us), is a bank holding company and financial holding company under the Bank Holding Company Act of 1956, as amended, headquartered in Waterbury, Connecticut and incorporated under the laws of Delaware in 1986. Webster, on a consolidated basis, at December 31, 2010 had assets of $18.0 billion and equity of $1.8 billion. Webster’s principal assets at December 31, 2010 were all of the outstanding capital stock of Webster Bank, National Association (“Webster Bank”).

Webster, through Webster Bank and various non-banking financial services subsidiaries, delivers financial services to individuals, families and businesses throughout New England and into Westchester County, New York. Webster provides business and consumer banking, mortgage lending, financial planning, trust and investment services through 181 banking offices, 499 ATMs, mobile banking and its Internet website (www.websteronline.com). Webster Bank offers, through its HSA Bank division, (www.hsabank.com), health savings accounts on a nationwide basis. Webster also offers equipment financing, commercial real estate lending and asset-based lending. Webster’s common stock is traded on the New York Stock Exchange under the symbol “WBS”.

Webster’s mission statement, the foundation of its operating principles, is stated simply as “We Find A Way” to help individuals, families and businesses achieve their financial goals. The Company operates with a local market orientation and with a vision to be the leading commercial bank between Westchester County, N.Y. and Boston, MA. Operating objectives include acquiring and developing customer relationships through marketing, on boarding and cross-sale efforts to fuel organic growth and expanding geographically in contiguous markets through a build and buy strategy.

Webster has focused its efforts in recent years on enhancing its risk management capabilities. Those efforts were evidenced in 2010 as the Company experienced significant improvement in virtually all credit related metrics and non-performing loans fell by nearly $100 million in the past year from $373.0 million at December 31, 2009 (3.38% of total loans) to $273.6 million at December 31, 2010 (2.48% of total loans). During the same timeframe, past due loans fell from $101.2 million (0.92% of total loans) to $73.6 million (0.67% of total loans). Foreclosed and repossessed assets remained relatively stable at $28.2 million at December 31, 2010 compared to $29.0 million at December 31, 2009. The improving trend in credit metrics favorably impacted the provision for loan losses. The Company recorded $115.0 million in provision for loan losses in 2010 compared to $303.0 million in 2009.

The Company saw success from its efforts to grow the core banking business in 2010. In support of that goal, six experienced commercial lenders and eleven small business development officers were hired. While impacted by the economic environment, the loan portfolio benefitted from this investment as originations in 2010 were $480.2 million and $128.2 million in middle market and business and professional banking portfolios, respectively. The continued move from transaction-based to relationship-based lending was clearly evident in commercial bank results as middle market originations were accompanied by $234 million of net deposit growth.

 

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In the fourth quarter of 2009, the Company opened regional headquarters in Boston and centralized its regional offices into a new banking center in the heart of Providence’s financial district. Efforts at geographic expansion continued in 2010 with a focus on Westchester, NY. In December 2010, the Company opened regional headquarters in White Plains, New York. In response to changing customer usage patterns and as part of ongoing efforts to optimize its branch system to better serve customer needs, the Company announced the consolidation of five branches effective April 1, 2011 and the opening of three new locations in 2011. The Company is committed to continued rationalization of branch facilities in the coming year and continued build out of its online and mobile banking capabilities.

The Retail business segment worked in 2010 to enhance the customer experience. Extended hours were introduced in 89 branches in 2010. In addition, the customer care center extended its coverage to seven days a week. Improvements have been prioritized and metrics implemented to ensure continued success with this initiative. In addition, the Company improved its electronic service offering with the introduction of mobile banking capabilities in the fourth quarter of 2010.

The Company also significantly improved the quality of its capital position in 2010. On March 3, 2010 and again on October 13, 2010, Webster repurchased $100 million of its Capital Purchase Program preferred shares held by the United States Treasury. On December 27, 2010, Webster completed a public offering of 6.6 million shares of common stock at a price to the public of $18.00 per share and a concurrent sale of 2.1 million shares to Warburg Pincus and one if its affiliates, each an existing stockholder, at the price to the public less applicable underwriting discounts and commissions. On December 29, 2010, Webster used the proceeds together with available funds to redeem the remaining $200 million of Capital Purchase Program preferred shares held by the United States Treasury. These measures, amongst others, served to improve the capital of the Company, as evidenced by the Company’s ratio of Tier 1 Common Equity over risk weighted assets, which rose from 7.83% at December 31, 2009 to 9.87% at December 31, 2010.

Business Segments

Webster’s operations are managed along four reportable business segments consisting of Commercial, Retail, Consumer Finance and Other. Other includes Health Savings Accounts (HSA) and Government and Institutional Banking. These segments reflect how executive management responsibilities are assigned by the chief executive officer for each of the core businesses, the products and services provided, or the type of customer served, and they reflect the way that financial information is currently evaluated by management. A description of the Company’s business segments is included in Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations and the financial statement results for each of the Company’s business segments is included in Note 22 – Business Segments in the Notes to Consolidated Financial Statements, which are located elsewhere in this report. The Company intends to restructure its reporting segments in 2011 to reflect recently announced operating changes.

Competition

Webster is subject to strong competition from banks and other financial institutions, including savings and loan associations, finance companies, credit unions, consumer finance companies and insurance companies. Certain of these competitors are larger financial institutions with substantially greater resources, lending limits, larger branch systems and a wider array of commercial banking services than Webster. Competition could intensify in the future as a result of industry consolidation, the increasing availability of products and services from non-banks, greater technological developments in the industry, and banking regulatory reform.

Webster faces substantial competition for deposits and loans throughout its market areas. The primary factors in competing for deposits are interest rates, personalized services, the quality and range of financial services, convenience of office locations, automated services and office hours. Competition for deposits comes primarily from other commercial banks, savings institutions, credit unions, mutual funds and other investment alternatives.

 

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The primary factors in competing for commercial and business loans are interest rates, loan origination fees, the quality and range of lending services and personalized service. Competition for origination of mortgage loans comes primarily from savings institutions, mortgage banking firms, mortgage brokers, other commercial banks and insurance companies. Factors which affect competition include the general and local economic conditions, current interest rate levels and volatility in the mortgage markets.

Supervision and Regulation

Webster, Webster Bank and certain of its non-banking subsidiaries are subject to extensive regulation under federal and state laws. The regulatory framework applicable to bank holding companies is intended to protect depositors, federal deposit insurance funds, consumers and the banking system as a whole, and not necessarily investors in bank holding companies such as the Company.

Set forth below is a description of the significant elements of the laws and regulations applicable to Webster and its subsidiaries. The description that follows is qualified in its entirety by reference to the full text of the statutes, regulations and policies that are described. Also, such statutes, regulations and policies are continually under review by Congress and state legislatures and federal and state regulatory agencies. A change in statutes, regulations or regulatory policies applicable to Webster and its subsidiaries could have a material effect on the business of the Company.

Recent Legislation

On July 21, 2010, the President signed into law the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”). This new law will significantly change the current bank regulatory structure and affect the lending, deposit, investment, trading and operating activities of financial institutions and their holding companies. The Dodd-Frank Act requires various federal agencies to adopt a broad range of new rules and regulations, and to prepare various studies and reports for Congress. The federal agencies are given significant discretion in drafting such rules and regulations. With that discretion, market litigation, and continued legislative efforts, many of the details and much of the impact of the Dodd-Frank Act may not be known for months or years.

Certain provisions of the Dodd-Frank Act are expected to have a near term impact on the Company. For example, effective July 21, 2011, a provision of the Dodd-Frank Act eliminates the federal prohibitions on paying interest on demand deposits, thus allowing businesses to have interest bearing checking accounts. Depending on competitive responses, this significant change to existing law could have an adverse impact on the Company’s interest expense.

The Dodd-Frank Act also broadens the base for Federal Deposit Insurance Corporation insurance assessments. Assessments will now be based on the average consolidated total assets less tangible equity capital of a financial institution. The Dodd-Frank Act also permanently increases the maximum amount of deposit insurance for banks, savings institutions and credit unions to $250,000 per depositor, retroactive to January 1, 2008, and non-interest bearing transaction accounts and IOLTAs have unlimited deposit insurance through December 31, 2013.

The Collins Amendment, included in the Dodd-Frank Act, requires bank holding companies with assets greater than $500 million to be subject to the same capital requirements as insured depository institutions, meaning, for instance, that such bank holding companies will no longer be able to count trust preferred securities as Tier 1 capital. The Collins Amendment also directs the appropriate federal banking supervisors, subject to Council recommendations, to develop capital requirements for all insured depository institutions, depository institution holding companies and systemically important non-bank financial companies to address systemically risky activities. For bank holding companies with assets of $15 billion or greater, such as Webster, the phase out of existing trust preferred and other non-qualifying securities from Tier 1 capital will occur over a 3-year period beginning on January 1, 2013. Trust preferred securities will be entitled to be treated as Tier 2 capital.

 

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The Dodd-Frank Act, and recently promulgated rules of the Securities Exchange Commission (the “SEC”), require publicly traded companies to give stockholders a non-binding vote on executive compensation and so-called “golden parachute” payments, and allow greater access by shareholders to the Company’s proxy material in connection with shareholder director nominations.

The Dodd-Frank Act creates a new Consumer Financial Protection Bureau with broad powers to supervise and enforce consumer protection laws. The Consumer Financial Protection Bureau has broad rule-making authority for a wide range of consumer protection laws that apply to all banks and savings institutions, including the authority to prohibit “unfair, deceptive or abusive” acts and practices. The Consumer Financial Protection Bureau has examination and enforcement authority over all banks and savings institutions with more than $10 billion in assets. The Dodd-Frank Act also weakens the federal preemption rules that have been applicable for national banks and federal savings associations, and gives state attorneys general the ability to enforce federal consumer protection laws.

The Dodd-Frank Act also requires that interchange transaction fees, which are established by payment card networks and paid by merchants to card issuers for each transaction, be reasonable and proportional to the cost of the card network’s expense for processing the transaction. In December 2010, the Federal Reserve Board (“FRB”) proposed regulations to establish standards for determining whether a debit card interchange fee received by a card issuer is reasonable and proportional to the cost incurred by the issuer for the transaction and to prohibit network exclusivity arrangements and routing restrictions. These standards would apply to issuers that, together with their affiliates, have assets of $10 billion or more. In the proposal, the Federal Reserve Board requested comment on two alternative interchange fee standards that would apply to all covered issuers: one based on each issuer’s costs, with a safe harbor (initially set at 7 cents per transaction) and a cap (initially set at 12 cents per transaction); and the other a stand-alone cap (initially set at 12 cents per transaction). The Federal Reserve Board also requested comment on possible frameworks for an adjustment to the interchange fees to reflect certain issuer costs associated with fraud prevention.

It is difficult to predict at this time what specific impact the Dodd-Frank Act and the yet to be written implementing rules and regulations will have on the Company. The financial reform legislation and any implementing rules that are ultimately issued could have adverse implications on the financial industry, the competitive environment, and our ability to conduct business. Management will have to apply resources to ensure compliance with all applicable provisions of the Dodd-Frank Act and any implementing rules, which may increase our costs of operations and adversely impact our earnings.

Regulatory Agencies

Webster is a legal entity separate and distinct from Webster Bank and its other subsidiaries. As a bank holding company and a financial holding company, Webster is regulated under the Bank Holding Company Act of 1956, as amended (“BHC Act”), and is subject to inspection, examination and supervision by the Board of Governors of the Federal Reserve System (“Federal Reserve Board”). Webster is also under the jurisdiction of the SEC and is subject to the disclosure and regulatory requirements of the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended, as administered by the SEC. Webster is listed on the New York Stock Exchange (“NYSE”) under the trading symbol “WBS,” and is subject to the rules of the NYSE for listed companies. Webster Bank is organized as a national banking association under the National Bank Act. It is subject to regulation and examination by the Office of the Comptroller of the Currency (“OCC”). Its deposits are insured by the Federal Deposit Insurance Corporation (“FDIC”), and it is subject to certain FDIC regulations.

Many of the Company’s non-bank subsidiaries also are subject to regulation by the Federal Reserve Board and other federal and state agencies. Other non-bank subsidiaries are subject to both federal and state laws and regulations.

As previously noted, the Company will be subject to the supervision of the Consumer Financial Protection Bureau (CFPB) in addition to its other regulators. The CFPB will have examination and enforcement authority

 

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over banks and savings institutions with more than $10 billion of assets. The Company may also be subject to increased scrutiny and enforcement efforts by state attorneys general in regard to consumer protection laws.

Bank Holding Company Activities

In general, the BHC Act limits the business of bank holding companies to banking, managing or controlling banks and other activities that the Federal Reserve Board has determined to be so closely related to banking as to be a proper incident thereto. As a result of the Gramm-Leach-Bliley Financial Modernization Act of 1999 (“GLB Act”), which amended the BHC Act, bank holding companies that are financial holding companies may engage in any activity, or acquire and retain the shares of a company engaged in any activity that is either (i) financial in nature or incidental to such financial activity (as determined by the Federal Reserve Board in consultation with the OCC) or (ii) complementary to a financial activity, and that does not pose a substantial risk to the safety and soundness of depository institutions or the financial system generally (as solely determined by the Federal Reserve Board). Activities that are financial in nature include securities underwriting and dealing, insurance underwriting and making merchant banking investments.

If a bank holding company seeks to engage in the broader range of activities that are permitted under the BHC Act for financial holding companies, (i) all of its depository institution subsidiaries must be “well capitalized” and “well managed” and (ii) it must file a declaration with the Federal Reserve Board that it elects to be a “financial holding company.” A depository institution subsidiary is considered to be “well capitalized” if it satisfies the requirements for this status discussed in the section captioned “Capital Adequacy and Prompt Corrective Action,” included elsewhere in this item. A depository institution subsidiary is considered “well managed” if it received a composite rating and management rating of at least “satisfactory” in its most recent examination.

In order for a financial holding company to commence any new activity permitted by the BHC Act, or to acquire a company engaged in any new activity permitted by the BHC Act, each insured depository institution subsidiary of the financial holding company must have received a rating of at least “satisfactory” in its most recent examination under the Community Reinvestment Act. See the section captioned “Community Reinvestment Act” included elsewhere in this item.

The BHC Act generally limits acquisitions by bank holding companies that are not qualified as financial holding companies to commercial banks and companies engaged in activities that the Federal Reserve Board has determined to be so closely related to banking as to be a proper incident thereto. Financial holding companies like Webster are also permitted to acquire companies engaged in activities that are financial in nature and in activities that are incidental and complementary to financial activities without prior Federal Reserve Board approval.

The BHC Act, the Federal Bank Merger Act and other federal and state statutes regulate acquisitions of commercial banks. The BHC Act requires the prior approval of the Federal Reserve Board for the direct or indirect acquisition of 5.0% or more of the voting shares of a commercial bank or its parent holding company. Under the Bank Merger Act, the prior approval of the OCC is required for a national bank to merge with another bank or purchase the assets or assume the deposits of another bank. In reviewing applications seeking approval of merger and acquisition transactions, the bank regulatory authorities will consider, among other things, the competitive effect and public benefits of the transactions, the capital position of the combined organization, the applicant’s performance record under the Community Reinvestment Act (see the section captioned “Community Reinvestment Act” included elsewhere in this item) and fair housing laws and the effectiveness of the subject organizations in combating money laundering activities.

Dividends

The principal source of Webster’s liquidity is dividends from Webster Bank. The prior approval of the OCC is required if the total of all dividends declared by a national bank in any calendar year would exceed the sum of the

 

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bank’s net profits for that year and its net retained profits for the preceding two calendar years, less any required transfers to surplus. Federal law also prohibits national banks from paying dividends that would be greater than the bank’s undivided profits after deducting statutory bad debt in excess of the bank’s allowance for loan losses. Under the foregoing dividend restrictions, Webster Bank did not have the ability to pay dividends at December 31, 2010.

In addition, Webster and Webster Bank are subject to other regulatory policies and requirements relating to the payment of dividends, including requirements to maintain adequate capital above regulatory minimums. The appropriate federal regulatory authority is authorized to determine under certain circumstances relating to the financial condition of a bank holding company or a bank that the payment of dividends would be an unsafe or unsound practice and to prohibit payment thereof. The appropriate federal regulatory authorities have indicated that paying dividends that deplete a bank’s capital base to an inadequate level would be an unsafe and unsound banking practice and that banking organizations should generally pay dividends only out of current operating earnings.

Federal Reserve System

FRB regulations require depository institutions to maintain non-interest-earning reserves against their transaction accounts (primarily NOW and regular checking accounts). Required reserves can be in the form of vault cash and, if vault cash does not fully satisfy the required reserves, in the form of a balance maintained. The FRB regulations currently require that reserves be maintained against aggregate transaction accounts except for transaction accounts up to $10.7 million which are exempt. Transaction accounts greater than $10.7 million up to $44.5 million have a reserve requirement of 3% and those greater than $44.5 have a reserve requirement of 10%. The FRB generally makes annual adjustments to the tiered reserves. The Bank is in compliance with these requirements.

As a member of the Federal Reserve Bank System, the Bank is required to hold FRB capital stock. The shares may be adjusted up or down based on changes to the Bank’s common stock and paid-in surplus. The Bank is in compliance with the FRB’s capital stock requirement.

Federal Home Loan Bank System

The Federal Home Loan Bank System consists of 12 regional Federal Home Loan Banks. The Federal Home Loan Bank System provides a central credit facility for member institutions. The Bank is a member of the Federal Home Loan Bank of Boston (“FHLB”). The Bank is required to purchase and hold shares of capital stock in the FHLB in an amount equal to 0.35% of the aggregate principal amount of its unpaid residential mortgage loans and similar obligations at the beginning of each year up to a maximum of $25 million. The Bank is also required to hold shares of capital stock in the FHLB in amounts that vary between 3.0% to 4.5% of its advances (borrowings), depending on the maturity of the advance. The Bank was in compliance with this requirement with an investment in FHLB stock at December 31, 2010 of $93.2 million. At December 31, 2010, the Bank had approximately $768.0 million in FHLB advances.

On January 28, 2009, the FHLB notified its members via a letter from its president of its focus on preserving capital in response to ongoing market volatility. The letter outlined that actions taken by the FHLB included an excess stock repurchase moratorium, an increased retained earnings target, and quarterly dividend payout restrictions, and indicated that members will likely face quarters where there is little to no dividend payout. The FHLB could not indicate when dividends might be restored. Webster did not receive dividends from the FHLB during 2009 and 2010.

Source of Strength Doctrine

The Federal Reserve Board requires bank holding companies to act as a source of financial and managerial strength to their subsidiary banks. Under this policy, Webster is expected to commit resources to support Webster Bank, including at times when Webster may not be in a financial position to provide such resources. Any capital

 

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loans by a bank holding company to any of its subsidiary banks are subordinate in right of payment to deposits and to certain other indebtedness of such subsidiary banks. The BHC Act provides that, in the event of a bank holding company’s bankruptcy, any commitment by the bank holding company to a federal bank regulatory agency to maintain the capital of a subsidiary bank will be assumed by the bankruptcy trustee and entitled to priority of payment.

In addition, under the National Bank Act, if the capital stock of Webster Bank is impaired by losses or otherwise, the OCC is authorized to require payment of the deficiency by assessment upon Webster. If the assessment is not paid within three months, the OCC could order a sale of the Webster Bank stock held by Webster to make good the deficiency.

Capital Adequacy and Prompt Corrective Action

Federal law requires, among other things, that federal bank regulatory authorities take “prompt corrective action” with respect to banks that do not meet minimum capital requirements. For these purposes, the law establishes five capital categories:

 

   

Well capitalized — at least 5% leverage capital, 6% tier one risk-based capital and 10% total risk based capital.

 

   

Adequately capitalized — at least 4% leverage capital, 4% tier one risk-based capital and 8% total risk based capital

 

   

Undercapitalized — less than 4% leverage capital, 4% tier one risk-based capital and less than 8% total risk based capital. “Undercapitalized” banks must adhere to growth, capital distribution (including dividend) and other limitations and are required to submit a capital restoration plan. A bank’s compliance with such a plan is required to be guaranteed by any company that controls the undercapitalized institution in an amount equal to the lesser of 5% of the institution’s total assets when deemed undercapitalized or the amount necessary to achieve the status of adequately capitalized.

 

   

Significantly undercapitalized — less than 3% leverage capital, 3% tier one risk-based capital and less than 6% total risk-based capital. “Significantly undercapitalized” banks must comply with one or more of a number of additional restrictions, including but not limited to an order by the FDIC to sell sufficient voting stock to become adequately capitalized, requirements to reduce total assets, cease receipt of deposits from correspondent banks or dismiss directors or officers, and restrictions on interest rates paid on deposits, compensation of executive officers and capital distributions by the parent holding company.

 

   

Critically undercapitalized — less than 2% tangible capital. “Critically undercapitalized” institutions are subject to additional measures including, subject to a narrow exception, the appointment of a receiver or conservator within 270 days after it obtains such status.

As of December 31, 2010, Webster and Webster Bank exceeded the regulatory requirements for the classification as “well capitalized”. In the first quarter of 2010 the Company down-streamed $100 million from Webster to Webster Bank, N.A. to improve its overall capital position. This action also had the effect of increasing the bank-level leverage and total capital ratios. As of June 30, 2010, Webster Bank, N.A. became subject to individual minimum capital ratios (“IMCRs”). Pursuant to these IMCRs, Webster Bank, N.A. is required to maintain a Tier 1 leverage ratio of at least 7.5% of adjusted total assets and a total risk-based capital ratio of at least 12% of risk weighted assets. The Bank exceeded these requirements as of June 30, 2010 through December 31, 2010. Webster Bank’s Tier 1 leverage and total risk based capital ratios were 8.6% and 14.3%, respectively, at December 31, 2010.

See Note 15 — Regulatory Matters in the Notes to Consolidated Financial Statements for additional information regarding Webster and Webster Bank’s regulatory capital levels.

 

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Transactions with Affiliates

Under federal law, transactions between depository institutions and their affiliates are governed by Sections 23A and 23B of the Federal Reserve Act (“FRA”). In a holding company context, at a minimum, the parent holding company of a bank, and any companies which are controlled by such parent holding company, are affiliates of the bank. Generally, sections 23A and 23B are intended to protect insured depository institutions from suffering losses arising from transactions with non-insured affiliates, by limiting the extent to which a bank or its subsidiaries may engage in covered transactions with any one affiliate and with all affiliates of the bank in the aggregate, and by requiring that such transactions be on terms that are consistent with safe and sound banking practices.

Further, Section 22(h) of the FRA restricts loans to directors, executive officers, and principal stockholders (“insiders”). Under Section 22(h), loans to insiders and their related interests may not exceed, together with all other outstanding loans to such persons and affiliated entities, the institution’s total capital and surplus. Loans to insiders above specified amounts must receive the prior approval of the board of directors. Further, under Section 22(h), loans to directors, executive officers and principal stockholders must be made on terms substantially the same as offered in comparable transactions to other persons, except that such insiders may receive preferential loans made under a benefit or compensation program that is widely available to the bank’s employees and does not give preference to the insider over the employees. Section 22(g) of the FRA places additional limitations on loans to executive officers.

Financial Privacy

In accordance with the GLB Act, federal banking regulators adopted rules that limit the ability of banks and other financial institutions to disclose non-public information about consumers to nonaffiliated third parties. These limitations require the provision of privacy policies to consumers and, in some circumstances, allow consumers to prevent disclosure of certain personal information to a nonaffiliated third party. The privacy provisions of the GLB Act affect how consumer information is transmitted through diversified financial companies and conveyed to outside vendors. In addition, the affiliate marketing provisions of the Fair Credit Reporting Act require that, in certain situations where consumers’ information is shared with affiliates for use in marketing, the consumers must be given notice and a chance to opt out of the marketing.

Depositor Preference

The Federal Deposit Insurance Act (FDIA) provides that, in the event of the “liquidation or other resolution” of an insured depository institution, the claims of depositors of the institution, including the claims of the FDIC as subrogee of insured depositors, and certain claims for administrative expenses of the FDIC as a receiver, will have priority over other general unsecured claims against the institution. If an insured depository institution fails, insured and uninsured depositors, along with the FDIC, will have priority in payment ahead of unsecured, non-deposit creditors, including the parent bank holding company, with respect to any extensions of credit they have made to such insured depository institution.

Deposit Insurance

Substantially all of the deposits of Webster are insured up to applicable limits by the Deposit Insurance Fund (“DIF”) of the FDIC and are subject to deposit insurance assessments to maintain the DIF. The FDIC utilizes a risk-based assessment system that imposes insurance premiums based upon a risk matrix that takes into account a bank’s capital level and supervisory rating (“CAMELS rating”). The risk matrix utilizes four risk categories which are distinguished by capital levels and supervisory ratings.

In December 2008, the FDIC issued a final rule that raised the then current assessment rates uniformly by 7 basis points for the first quarter of 2009 assessment, which resulted in annualized assessment rates for institutions in Risk Category 1 institutions ranging from 12 to 14 basis points (basis points representing cents per $100 of

 

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assessable deposits). In February 2009, the FDIC issued final rules to amend the DIF restoration plan, change the risk-based assessment system and set assessment rates for Risk Category 1 institutions beginning in the second quarter of 2009. For Risk Category 1 institutions that have long-term debt issuer ratings, the FDIC determines the initial base assessment rate using a combination of weighted-average CAMELS component ratings, long-term debt issuer ratings (converted to numbers and averaged) and the financial ratios method assessment rate (as defined), each equally weighted. The initial base assessment rates for Risk Category 1 institutions range from 12 to 16 basis points, on an annualized basis. After the effect of potential base-rate adjustments, total base assessment rates range from 7 to 24 basis points. The potential adjustments to a Risk Category 1 institution’s initial base assessment rate, include (i) a potential decrease of up to 5 basis points for long-term unsecured debt, including senior and subordinated debt and (ii) a potential increase of up to 8 basis points for secured liabilities in excess of 25% of domestic deposits.

In May 2009, the FDIC issued a final rule which levied a special assessment applicable to all insured depository institutions totaling 5 basis points of each institution’s total assets less Tier 1 capital as of June 30, 2009, not to exceed 10 basis points of domestic deposits. The special assessment was part of the FDIC’s efforts to rebuild the DIF. Deposit insurance expense during 2009 included $8.0 million recognized in the second quarter related to the special assessment.

FDIC deposit insurance assessment expenses totaled $24.5 million, $30.1 million, and $4.7 million million for the years ended December 31, 2010, 2009 and 2008, respectively. FDIC insurance expense includes deposit insurance assessments and Financing Corporation (“FICO”) assessments related to outstanding FICO bonds. The FICO is a mixed-ownership government corporation established by the Competitive Equality Banking Act of 1987 whose sole purpose was to function as a financing vehicle for the now defunct Federal Savings & Loan Insurance Corporation.

Under rules issued by the FDIC in February 2011, the base for insurance assessments would change from core deposits to consolidated assets less tangible equity capital. Assessment rates would also change from a flat rate to one that is risk weighted and considers the composition and concentration of assets and liabilities. The rules are effective for the quarter beginning April 1, 2011 and will impact insurance premiums incurred for the second quarter of 2011. The rules are not expected to significantly impact the expenses of the Company.

Under the FDIA, the FDIC may terminate deposit insurance upon a finding that the institution has engaged in unsafe and unsound practices, is in an unsafe or unsound condition to continue operations, or has violated any applicable law, regulation, rule, order or condition imposed by the FDIC. Webster’s management is not aware of any practice, condition or violation that might lead to the termination of deposit insurance.

Emergency Economic Stabilization Act of 2008

Among the numerous steps the U.S. government has taken in response to the financial crises affecting the overall banking system and financial markets, was the enactment of the Emergency Economic Stabilization Act of 2008 (EESA) on October 3, 2008. The EESA included a provision for an increase in the amount of deposits insured by the FDIC to $250,000 until December 2009 to strengthen confidence in the banking system (this time period was subsequently extended to December 31, 2013 by the Helping Families Save Their Homes Act of 2009). On October 14, 2008, the FDIC announced a new program, the Temporary Liquidity Guarantee Program (TLGP) that provide unlimited deposit insurance on funds in noninterest-bearing transaction deposit accounts not otherwise covered by the existing deposit insurance limit of $250,000. The TLGP also provide that the FDIC guarantee qualifying senior unsecured debt issued prior to June 2009 by participating banks and certain qualifying holding companies. Participating institutions were assessed a 10 basis point surcharge on the additional insured deposits and a 50 to 100 basis point assessment on qualifying senior unsecured debt issued under the debt guarantee portion of the program. Webster’s participation in both portions of the TLGP ended in June 2010.

 

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Capital Purchase Program

On November 21, 2008, Webster entered into a Purchase Agreement with the Treasury pursuant to which the Company issued and sold to the Treasury (i) 400,000 shares of the Company’s Fixed Rate Cumulative Perpetual Preferred Stock, Series B, par value $0.01 per share, having a liquidation preference of $1,000 per share (the Series B Preferred Stock) and (ii) a ten-year warrant to purchase up to 3,282,276 shares of the Company’s common stock, par value $0.01 per share (the Common Stock), at an initial exercise price of $18.28 per share (the Warrant), for an aggregate purchase price of $400 million in cash. The Company repurchased $100 million of is Series B Preferred Stock on March 3, 2010 and repurchased an additional $100 million on October 13, 2010. On December 29, 2010, Webster repurchased all of its remaining outstanding Series B Preferred Stock. During the period that the U.S. Treasury owned the preferred stock, the Company was subject to numerous additional regulations, including restrictions on our ability to increase our common stock dividend, limitations on the compensation arrangements for Webster’s senior executive officers, and additional corporate governance standards. Following the redemption of the preferred stock, Webster is no longer subject to these regulations other than certain reporting and certification obligations related to activities during 2010. Note however, that the ten-year warrant remained outstanding at December 31, 2010.

Sarbanes-Oxley Act of 2002

The Sarbanes-Oxley Act of 2002 (Sarbanes-Oxley) implemented a broad range of corporate governance and accounting measures to increase corporate responsibility, to provide for enhanced penalties for accounting and auditing improprieties at publicly traded companies, and to protect investors by improving the accuracy and reliability of disclosures under federal securities laws. We are subject to Sarbanes-Oxley because we are required to file periodic reports with the SEC under the Securities and Exchange Act of 1934. Among other things, Sarbanes-Oxley and/or its implementing regulations have established new membership requirements and additional responsibilities for our audit committee, imposed restrictions on the relationship between us and our outside auditors (including restrictions on the types of non-audit services our auditors may provide to us), imposed additional responsibilities for our external financial statements on our chief executive officer and chief financial officer, expanded the disclosure requirements for our corporate insiders, required our management to evaluate our disclosure controls and procedures and our internal control over financial reporting, and required our auditors to issue a report on our internal control over financial reporting. The NYSE has imposed a number of new corporate governance requirements as well.

Community Reinvestment Act and Fair Lending Laws

Webster Bank has a responsibility under the Community Reinvestment Act of 1977 (“CRA”) to help meet the credit needs of its communities, including low- and moderate-income neighborhoods. The CRA does not establish specific lending requirements or programs for financial institutions nor does it limit an institution’s discretion to develop the types of products and services that it believes are best suited to its particular community, consistent with the CRA. In connection with its examination, the OCC assesses Webster Bank’s record of compliance with the CRA. In addition, the Equal Credit Opportunity Act and the Fair Housing Act prohibit discrimination in lending practices on the basis of characteristics specified in those statutes. Webster Bank’s failure to comply with the provisions of the CRA could, at a minimum, result in regulatory restrictions on its activities and the activities of Webster. Webster Bank’s failure to comply with the Equal Credit Opportunity Act and the Fair Housing Act could result in enforcement actions against it by the OCC as well as other federal regulatory agencies and the Department of Justice. The Bank’s latest OCC CRA rating was “satisfactory”.

USA PATRIOT Act

Under Title III of the USA PATRIOT Act, all financial institutions are required to take certain measures to identify their customers, prevent money laundering, monitor customer transactions and report suspicious activity to U.S. law enforcement agencies. Financial institutions also are required to respond to requests for information from federal banking regulatory authorities and law enforcement agencies. Information sharing among financial

 

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institutions for the above purposes is encouraged by an exemption granted to complying financial institutions from the privacy provisions of GLBA and other privacy laws. Financial institutions that hold correspondent accounts for foreign banks or provide private banking services to foreign individuals are required to take measures to avoid dealing with certain foreign individuals or entities, including foreign banks with profiles that raise money laundering concerns, and are prohibited from dealing with foreign “shell banks” and persons from jurisdictions of particular concern. The primary federal banking regulators and the Secretary of the Treasury have adopted regulations to implement several of these provisions. All financial institutions also are required to establish internal anti-money laundering programs. The effectiveness of a financial institution in combating money laundering activities is a factor to be considered in any application submitted by the financial institution under the Bank Merger Act or the BHCA. Webster has in place a Bank Secrecy Act and USA PATRIOT Act compliance program, and engages in very few transactions of any kind with foreign financial institutions or foreign persons.

Office of Foreign Assets Control Regulation

The United States has imposed economic sanctions that affect transactions with designated foreign countries, nationals and others. These are typically known as the “OFAC” rules based on their administration by the U.S. Treasury Department Office of Foreign Assets Control (“OFAC”). The OFAC-administered sanctions targeting countries take many different forms. Generally, however, they contain one or more of the following elements: i) restrictions on trade with or investment in a sanctioned country, including prohibitions against direct or indirect imports from and exports to a sanctioned country and prohibitions on “U.S. persons” engaging in financial transactions relating to making investments in, or providing investment-related advice or assistance to, a sanctioned country; and ii) a blocking of assets in which the government or specially designated nationals of the sanctioned country have an interest, by prohibiting transfers of property subject to U.S. jurisdiction (including property in the possession or control of U.S. persons). Blocked assets (e.g., property and bank deposits) cannot be paid out, withdrawn, set off or transferred in any manner without a license from OFAC. Failure to comply with these sanctions could have serious legal and reputational consequences.

Other Legislative Initiatives

From time to time, various legislative and regulatory initiatives are introduced in Congress and state legislatures, as well as by regulatory agencies. Such initiatives may include proposals to expand or contract the powers of bank holding companies and/or depository institutions or proposals to substantially change the financial institution regulatory system. Such legislation could change banking statutes and the operating environment of the Company in substantial and unpredictable ways. If enacted, such legislation could increase or decrease the cost of doing business, limit or expand permissible activities or affect the competitive balance among banks, savings associations, credit unions, and other financial institutions. The Company cannot predict whether any such legislation will be enacted, and, if enacted, the effect that it, or any implementing regulations, would have on the financial condition or results of operations of the Company. A change in statutes, regulations or regulatory policies applicable to Webster or any of its subsidiaries could have a material effect on the business of the Company.

Risk Management Functions

Webster’s risk management framework is designed to identify, monitor, report and manage risk issues throughout the Company. The Audit and Risk Committees of the Board of Directors, comprised solely of independent directors, oversee all Webster’s risk-related matters. Webster’s Enterprise Risk Management Committee, which reports directly to the Risk Committee of the Board, is chaired by Webster’s Chief Operating Officer and is comprised of Webster’s Executive Management Committee and Senior Risk Officers. Webster’s Senior Risk Officers, who are Webster’s Corporate Treasurer and Chief Risk Officer, oversee matters related to market, credit and operational risk and report directly to the Chief Operating Officer.

 

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Market Risk

Market risk refers to the risk of loss arising from adverse changes in interest rates, foreign currency exchange rates, commodity prices and other relevant market rates and prices, such as equity prices. The risk of loss can be assessed from the perspective of adverse changes in fair values, cash flows and future earnings. Due to the nature of its operations, Webster is primarily exposed to interest rate risk and liquidity risk. Accordingly, Webster’s interest rate sensitivity and liquidity are monitored on an ongoing basis by its Asset and Liability Committee (“ALCO”). ALCO’s primary goals are to manage interest rate risk to maximize net income and net economic value over time within agreed upon risk parameters, in changing interest rate environments and to ensure an adequate supply of liquidity over time in changing business environments subject to Board of Director approved risk limits. ALCO is chaired by Webster’s Corporate Treasurer who, as a Senior Risk Officer, regularly reports ALCO findings to the Enterprise Risk Management Committee and the Risk Committee of the Board of Directors.

Credit Risk

Webster Bank manages and controls risk in its loan and investment portfolios through adherence to consistent standards. Written credit policies establish underwriting standards, place limits on exposure and set other limits or standards as deemed necessary and prudent. Exceptions to the underwriting policies arise periodically, and to ensure proper identification and disclosure, additional approval requirements and a tracking requirement for all qualified exceptions has been established.

Credit Risk Management, which is under the supervision of the Chief Risk Officer, is independent of the loan production and Treasury areas, oversees the approval process, ensures adherence to credit policies and monitors efforts to reduce classified and non-performing assets.

The Credit Risk Management Committee (CRMC), which consists of senior managers responsible for lending and senior managers from credit risk management, is chaired by Webster’s Chief Risk Officer who, as a Senior Risk Officer, regularly reports CRMC findings to the Enterprise Risk Management Committee and the Risk Committee of the Board of Directors regarding the credit quality of the loan and investment portfolios.

The Credit Risk Review function performs independent reviews of the risk ratings and credit underwriting process for all areas of the organization that incur credit risk. Credit Risk Review findings are reported to credit risk management and the Risk Committee of the Board. Corrective measures are monitored to ensure risk issues are mitigated or resolved. The head of Credit Review reports directly to the Risk Committee of the Board and administratively to the Chief Risk Officer.

Operational Risk

Operational Risk is the risk of loss resulting from inadequate or failed internal processes, people or systems or from external events. The definition includes the risk of loss from failure to comply with laws, ethical standards and contractual obligations and includes oversight of key operational risks including cash transfer risk. Webster’s Chief Risk Officer oversees the management and effectiveness of Webster’s compliance, enterprise risk management and operational risk management framework which includes the Compliance Program, the Bank Secrecy Act Program, the CRA and Fair Lending Programs, and the Enterprise Risk Management Program. The Chief Risk Officer is responsible for reporting on the adequacy of all operating risk management components and programs to the Enterprise Risk Management Committee and the Risk Committee of the Board of Directors and/or other committees of the Board as provided for under relevant charters, and is responsible for supervision of the following areas:

 

   

Compliance Risk Management is independent of the operational lines of business and manages and controls compliance risks at the corporate level. Webster’s Compliance Program defines the infrastructure to support this oversight with defined roles and responsibilities, compliance risk assessments, policies and procedures, training and communication, testing and monitoring, issue management and supervision, evaluation and reporting mechanisms.

 

 

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The Bank Secrecy Act (BSA) Department, Financial Intelligence Unit and Fraud Mitigation and Loss Management work together to ensure that BSA Program elements and internal and external fraud prevention and investigation processes are coordinated to mitigate losses and achieve regulatory reporting objectives.

 

   

The Community Reinvestment Act and Fair Lending Department is responsible for ensuring the respective programs, regulatory requirements and performance objectives are monitored for ongoing effectiveness and compliance.

 

   

Enterprise Risk Management is responsible for evaluating, aggregating and reporting on all enterprise risks to the Enterprise Risk Management Committee and the Risk Committee of the Board of Directors.

Webster’s Operating Risk Management Committee (ORMC), which consists of senior managers responsible for human resources, legal, information security and operations and senior managers from operating risk management, is chaired by Webster’s Chief Risk Officer who regularly reports ORMC findings to the Enterprise Risk Management Committee and the Risk Committee of the Board of Directors regarding compliance, security, BSA, CRA and enterprise risk management as well as operating risk matters.

Internal Audit provides an independent assessment of the quality of internal controls for all major business units and operations throughout Webster. Results of Internal Audit reviews are reported to management and the Audit Committee of the Board. Corrective measures are monitored to ensure risk issues are mitigated or resolved. The General Auditor reports directly to the Audit Committee and administratively to the Chief Risk Officer.

Additional information on risks and uncertainties and additional factors that could affect the results anticipated in these forward-looking statements or from historical performance can be found in Item 1A. and elsewhere within this Form 10-K for the year ended December 31, 2010 and in other reports filed by Webster with the SEC.

Regional Expansion and Related Activities

In the fourth quarter of 2009, the Company established regional headquarters in Boston’s financial district and centralized its regional offices into a new banking center in Providence’s financial district. In December 2010, the Company opened regional headquarters in White Plains, New York. In total, the Bank operates seven regional offices; in addition to Boston, Providence and White Plains, the Bank also has regional headquarters in Stamford, Waterbury, New Haven and Hartford.

The Company’s growth and increased market share have been achieved through both internal growth and in prior periods through acquisitions. Acquisitions typically involve the payment of a premium over book and market values and commonly result in one-time charges against earnings for integration and similar costs. Cost-savings, especially incident to in-market acquisitions, are achieved and revenue growth opportunities are enhanced through acquisitions. No acquisitions were undertaken during 2010 or 2009. The Company divested its wholly owned insurance premium finance subsidiary in the fourth quarter of 2009.

Subsidiaries of Webster Financial Corporation

Webster’s direct subsidiaries as of December 31, 2010, included Webster Bank N.A. and Fleming, Perry & Cox, Inc. Webster also owns all of the outstanding common stock in the following unconsolidated financial vehicles that have issued or may in the future issue trust preferred securities: Webster Capital Trust III, Webster Capital Trust IV, Webster Capital Trust V, Webster Capital Trust VI, Webster Capital Trust VII, Webster Statutory Trust I, People’s Bancshares Capital Trust II, Eastern Wisconsin Bancshares Capital Trust II and NewMil Statutory Trust I.

Webster Bank’s direct subsidiaries include Webster Mortgage Investment Corporation, Webster Preferred Capital Corporation, Webster Business Credit Corporation (“WBCC”) and Webster Capital Finance. Webster

 

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Bank is the primary source of retail activity within the consolidated group. Webster Bank provides banking services through 181 banking offices, 499 ATMs, telephone banking and the Internet. Residential mortgage origination activity is conducted through Webster Bank. Webster Mortgage Investment Corporation is a passive investment subsidiary whose primary function is to provide servicing on passive investments, such as residential and commercial mortgage loans transferred from Webster Bank. Webster Preferred Capital Corporation is a real estate investment trust, which holds mortgage assets, principally residential mortgage loans transferred from Webster Bank. Various commercial lending products are provided through Webster Bank and its subsidiaries to clients within the region from Westchester County, New York to Boston. WBCC provides asset-based lending services. Webster Capital Finance provides equipment financing for end users of equipment. Additionally, Webster Bank has various other subsidiaries that are not significant to the consolidated group.

Employees

At December 31, 2010, Webster had 3,123 employees, including 2,856 full-time and 267 part-time and other employees. None of the employees were represented by a collective bargaining group. Webster maintains a comprehensive employee benefit program providing, among other benefits, group medical and dental insurance, life insurance, disability insurance, and an employee 401(k) investment plan. Management considers relations with it employees to be good. See Note 20 – Pension and Other Postretirement Benefits in the Notes to Consolidated Financial Statements contained elsewhere within this report for additional information on certain benefit programs.

Available Information

Webster makes available free of charge on its websites (www.wbst.com or www.websteronline.com) its Annual Report on Form 10-K, its quarterly reports on Form 10-Q, current reports on Form 8-K, and amendments to those reports filed or furnished pursuant to Section 13(a) of the Securities Exchange Act of 1934 as soon as practicable after it electronically files such material with, or furnishes it to, the Securities and Exchange Commission. Information on Webster’s website is not incorporated by reference into this report.

 

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ITEM 1A. RISK FACTORS

Our financial condition and results of operations are subject to various risks inherent in our business. The material risks and uncertainties that management believes affect us are described below. If any of the events or circumstances described in the following risks actually occur, our business, financial condition or results of operations could suffer. You should consider all of the following risks together with all of the other information in this Annual Report on Form 10-K.

Changes in interest rates and spreads could have an impact on earnings and results of operations which could have a negative impact on the value of our stock.

Our consolidated earnings and financial condition are dependent to a large degree upon net interest income, which is the difference between interest earned from loans and investments and interest paid on deposits and borrowings. The narrowing of interest rate spreads could adversely affect our earnings and financial condition. We cannot predict with certainty or control changes in interest rates. Regional and local economic conditions and the policies of regulatory authorities, including monetary policies of the Federal Reserve Board, affect interest income and interest expense. While we have ongoing policies and procedures designed to manage the risks associated with changes in market interest rates, changes in interest rates still may have an adverse effect on our profitability. For example, high interest rates could affect the amount of loans that we can originate, because higher rates could cause customers to apply for fewer mortgages, or cause depositors to shift funds from accounts that have a comparatively lower cost to accounts with a higher cost, or experience customer attrition due to competitor pricing. If the cost of interest-bearing deposits increases at a rate greater than the yields on interest-earning assets increase, net interest income will be negatively affected. Changes in the asset and liability mix may also affect net interest income. Similarly, lower interest rates cause higher yielding assets to prepay and floating or adjustable rate assets to reset to lower rates. If we are not able to reduce our funding costs sufficiently, due to either competitive factors or the maturity schedule of existing liabilities, then our net interest margin will decline.

Difficult market conditions have adversely affected the industry in which we operate.

Dramatic declines in the housing market over the past two years, with falling home prices and increasing foreclosures, unemployment and underemployment, have negatively impacted the credit performance of mortgage loans and resulted in significant write-downs of asset values by financial institutions, including government-sponsored entities as well as major commercial and investment banks. These write-downs, initially of mortgage-backed securities but spreading to credit default swaps and other derivative and cash securities, in turn, have caused many financial institutions to seek additional capital, to merge with larger and stronger institutions and, in some cases, to fail. Reflecting concern about the stability of the financial markets generally and the strength of counterparties, many lenders and institutional investors have reduced or ceased providing funding to borrowers, including to other financial institutions. This market turmoil and tightening of credit have led to an increased level of commercial and consumer delinquencies, lack of consumer confidence, increased market volatility and widespread reduction of business activity generally. The resulting economic pressure on consumers and lack of confidence in the financial markets has adversely affected our business, financial condition and results of operations. A worsening of these conditions would likely exacerbate the adverse effects of these difficult market conditions on us and others in the financial institution industry. In particular, we may face the following risks in connection with these events:

 

   

we may expect to face increased regulation of our industry, and compliance with such regulation may increase our costs and limit our ability to pursue business opportunities;

 

   

market developments may affect customer confidence levels and may cause increases in delinquencies and default rates, which we expect could impact our charge-offs and provision for loan losses;

 

   

our ability to borrow from other financial institutions or to access the debt or equity capital markets on favorable terms or at all could be adversely affected by further disruptions in the capital markets or other events, including actions by rating agencies and deteriorating investor expectations; and

 

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competition in the industry could intensify as a result of the increasing consolidation of financial services companies in connection with current market conditions.

Compliance with the recently enacted Dodd-Frank Reform Act may increase our costs of operations and adversely impact our earnings and capital ratios.

On July 21, 2010, President Obama signed the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”) into law. The Dodd-Frank Act represents a significant overhaul of many aspects of the regulation of the financial-services industry. Among other things, the Dodd-Frank Act creates a new federal financial consumer protection agency, tightens capital standards, imposes clearing and margining requirements on many derivatives activities, and generally increases oversight and regulation of financial institutions and financial activities. It requires bank holding companies with assets greater than $500 million to be subject to the same capital requirements as insured depository institutions, meaning, for instance, that such bank holding companies will no longer be able to count trust preferred securities as Tier 1 capital. For bank holding companies like us with assets of $15 billion or greater as of December 31, 2009, the phase out of existing trust preferred and other non-qualifying securities from Tier 1 capital will occur over a 3-year period beginning on January 1, 2013.

In addition to the self-implementing provisions of the statute, the Dodd-Frank Act calls for many administrative rulemakings by various federal agencies to implement various parts of the legislation. We cannot be certain when final rules affecting us will be issued through such rulemakings, and what the specific content of such rules will be. The financial reform legislation and any implementing rules that are ultimately issued could have adverse implications on the financial industry, the competitive environment, and our ability to conduct business. We will have to apply resources to ensure that we are in compliance with all applicable provisions of the Dodd-Frank Act and any implementing rules, which may increase our costs of operations and adversely impact our earnings.

We are subject to extensive government regulation and supervision, which may interfere with our ability to conduct our business and may negatively impact our financial results.

We, primarily through Webster Bank and certain non-bank subsidiaries, are subject to extensive federal and state regulation and supervision. Banking regulations are primarily intended to protect depositors’ funds, federal deposit insurance funds and the banking system as a whole, not shareholders. These regulations affect our lending practices, capital structure, investment practices, dividend policy and growth, among other things. Congress and federal regulatory agencies continually review banking laws, regulations and policies for possible changes. Changes to statutes, regulations or regulatory policies, including changes in interpretation or implementation of statutes, regulations or policies, could affect us in substantial and unpredictable ways. Such changes could subject us to additional costs, limit the types of financial services and products, and/or limit pricing able to be charged on certain banking services, among other things. Failure to comply with laws, regulations or policies could result in sanctions by regulatory agencies, civil money penalties and/or reputation damage, which could have a material adverse effect on our business, financial condition and results of operations. While we have policies and procedures designed to prevent any such violations, there can be no assurance that such violations will not occur. See the section captioned “Supervision and Regulation” in Item 1 of this report for further information.

If all or a significant portion of the unrealized losses in our portfolio of investment securities were determined to be other-than-temporarily impaired, we would recognize a material charge to our earnings and our capital ratios would be adversely impacted.

As of December 31, 2010, there were $63.1 million after tax unrealized gains and $33.2 million of after-tax net unrealized losses associated with our portfolio of investment securities available for sale. Generally, the fair value of such securities is based upon market values supplied by third-party sources. Market values for the securities in our portfolio declined moderately during 2010 as liquidity and pricing, was disrupted for certain securities and the yield curve steepened toward the end of the year. When the fair value of a security declines,

 

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management must assess whether that decline is other-than-temporary. When management reviews whether a decline in fair value is other-than-temporary, it considers numerous factors, many of which involve significant judgment. Generally, market conditions remain strained for certain classes of securities. Accordingly, no assurance can be provided that the amount of the unrealized losses will not increase.

To the extent that any portion of the unrealized losses in our portfolio of investment securities is determined to be other-than-temporarily impaired, we will recognize a charge to our earnings in the quarter during which such determination is made and our capital ratios will be adversely impacted. In 2010, we recognized $5.8 million in after-tax charges to earnings as a result of other-than-temporary impairment determinations. If any such charge is deemed significant, a rating agency might downgrade our credit rating or put us on a credit watch. A downgrade or a significant reduction in our capital ratios might adversely impact our ability to access the capital markets or might increase our cost of capital. Even if we do not determine that the unrealized losses associated with the investment portfolio require an impairment charge, increases in such unrealized losses adversely impact the tangible common equity ratio, which may adversely impact credit rating agency and investor sentiment. Such negative perception also may adversely impact our ability to access the capital markets or might increase our cost of capital. See Note 4 – Investment Securities of Notes to Consolidated Financial Statements for further information.

Our allowance for loan losses may be insufficient.

Our business is subject to periodic fluctuations based on national and local economic conditions. These fluctuations are not predictable, cannot be controlled and may have a material adverse impact on our operations and financial condition. For example, recent declines in housing activity including declines in building permits, housing starts and home prices may make it more difficult for our borrowers to sell their homes or refinance their debt. Sales may also slow, which could strain the resources of real estate developers and builders. The current economic uncertainty will more than likely affect employment levels and could impact the ability of our borrowers to service their debt. Bank regulatory agencies also periodically review our allowance for loan losses and may require an increase in the provision for loan losses or the recognition of further loan charge-offs, based on judgments different than those of management. In addition, if charge-offs in future periods exceed the allowance for loan losses, we may need, depending on an analysis of the adequacy of the allowance for loan losses, additional provisions to increase the allowance for loan losses. Any increases in the allowance for loan losses will result in a decrease in net income and, possibly, capital, and may have a material adverse effect on our financial condition and results of operations. We may suffer higher loan losses as a result of these factors and the resulting impact on our borrowers.

Changes in local economic conditions could adversely affect our business.

A majority of our mortgage loans are secured by real estate in the State of Connecticut. Our success depends in part upon economic conditions in this and our other geographic markets. Adverse changes in such local markets could reduce our growth in loans and deposits, impair our ability to collect our loans, increase problem loans and charges-offs, and otherwise negatively affect our performance and financial condition.

Our stock price can be volatile.

Stock price volatility may negatively impact the price at which our common stock may be sold, and may also negatively impact the timing of any sale. Our stock price can fluctuate widely in response to a variety of factors including, among other things:

 

   

actual or anticipated variations in quarterly operating results;

 

   

recommendations by securities analysts;

 

   

operating and stock price performance of other companies that investors deem comparable to us;

 

   

news reports relating to trends, concerns and other issues in the financial services industry;

 

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new technology used, or services offered, by competitors;

 

   

perceptions in the marketplace regarding us and/or our competitors;

 

   

significant acquisitions or business combinations, strategic partnerships, joint ventures or capital commitments by or involving us or our competitors;

 

   

failure to integrate acquisitions or realize anticipated benefits from acquisitions;

 

   

additional investments from third parties;

 

   

issuance of additional shares of stock;

 

   

changes in government regulations; or

 

   

geopolitical conditions such as acts or threats of terrorism or military conflicts.

General market fluctuations, industry factors and general economic and political conditions and events, such as economic slowdowns or recessions, interest rate changes, credit loss trends or currency fluctuations could also cause our stock price to decrease regardless of our operating results.

We operate in a highly competitive industry and market area. If we fail to compete effectively, our financial condition and results of operations may be materially adversely affected.

We face substantial competition in all areas of our operations from a variety of different competitors, many of which are larger and may have more financial resources. Such competitors primarily include national, regional, and community banks within the various markets in which we operate. We also face competition from many other types of financial institutions, including, without limitation, savings and loans, credit unions, finance companies, brokerage firms, insurance companies, factoring companies and other financial intermediaries. The financial services industry could become even more competitive as a result of legislative, regulatory and technological changes and continued consolidation. Banks, securities firms and insurance companies can merge under the umbrella of a financial holding company, which can offer virtually any type of financial service, including banking, securities, underwriting, insurance (both agency and underwriting) and merchant banking. Recent regulatory proposals also impose restrictions on the basis of asset size providing a potential advantage to smaller banking entities. Technology has lowered barriers to entry and made it possible for non-banks to offer products and services traditionally provided by banks, such as automatic transfer and automatic payment systems. Additionally, due to their size, many competitors may be able to achieve economies of scale and, as a result, may offer a broader range of products and services than we, as well as better pricing for those products and services.

Our ability to compete successfully depends on a number of factors, including, among other things:

 

   

the ability to develop, maintain and build upon long-term customer relationships based on top quality service, high ethical standards and safe, sound assets;

 

   

the ability to expand market position;

 

   

the scope, relevance and pricing of products and services offered to meet customer needs and demands;

 

   

the rate at which we introduce new products and services relative to our competitors;

 

   

customer satisfaction with our level of service; and

 

   

industry and general economic trends.

Failure to perform in any of these areas could significantly weaken our competitive position, which could adversely affect the growth and profitability, which, in turn, could have a material adverse effect on our financial condition and results of operations.

 

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We may not be able to attract and retain skilled people.

Our success depends, in large part, on our ability to attract and retain key people. Competition for the best people in most activities in which we engage can be intense and we may not be able to hire people or to retain them. Currently, we do not have employment agreements with any of our executive officers. The unexpected loss of services of one or more of our key personnel could have a material adverse impact on the business because we would lose the employees’ skills, knowledge of the market, and years of industry experience and may have difficulty promptly finding qualified replacement personnel.

If the goodwill that we have recorded in connection with our acquisitions becomes further impaired, it could have a negative impact on our profitability.

Applicable accounting standards require that the purchase method of accounting be used for all business combinations. Under purchase accounting, if the purchase price of an acquired company exceeds the fair value of the acquired company’s net assets, the excess is carried on the acquirer’s balance sheet as goodwill. At December 31, 2010, we had approximately $529.9 million of goodwill on our balance sheet related to our retail banking reporting unit and HSA Bank reporting units. Companies must evaluate goodwill for impairment at least annually. If our stock price trades below its book value and tangible book value, we would perform quarterly evaluations of the carrying value of goodwill. Write-downs of the amount of any impairment, if necessary, are to be charged to the results of operations in the period in which the impairment occurs. There can be no assurance that future evaluations of goodwill will not result in findings of impairment and related write-downs, which may have a material adverse effect on our financial conditions and results of operations. See Note 7 – Goodwill and Other Intangible Assets of Notes to Consolidated Financial Statements for further information.

We continually encounter technological change. The failure to understand and adapt to these changes could negatively impact our business.

The financial services industry is continually undergoing rapid technological change with frequent introductions of new technology-driven products and services. The effective use of technology can increase efficiency and enable financial institutions to better serve customers and to reduce costs. However, some new technologies needed to compete effectively result in incremental operating costs. Our future success depends, in part, upon our ability to address the needs of our customers by using technology to provide products and services that will satisfy customer demands, as well as to create additional efficiencies in operations. Many of our competitors, because of their larger size and available capital, have substantially greater resources to invest in technological improvements. We may not be able to effectively implement new technology-driven products and services or be successful in marketing these products and services to our customers. Failure to successfully keep pace with technological change affecting the financial services industry could have a material adverse impact on our business and, in turn, our financial condition and results of operations.

Our controls and procedures may fail or be circumvented, which may result in a material adverse effect on our business.

Management regularly reviews and updates our internal controls, disclosure controls and procedures, and corporate governance policies and procedures. Any system of controls, however well designed and operated, is based in part on certain assumptions and can provide only reasonable, not absolute, assurances that the objectives of the system are met. Any failure or circumvention of the controls and procedures or failure to comply with regulations related to controls and procedures could have a material adverse effect on our business, results of operations and financial condition.

New lines of business or new products and services may subject us to additional risks. A failure to successfully manage these risks may have a material adverse effect on our business.

From time to time, we may implement new lines of business, offer new products and services within existing lines of business or shift focus on our asset mix. There are substantial risks and uncertainties associated with

 

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these efforts, particularly in instances where the markets are not fully developed. In developing and marketing new lines of business and/or new products and services and/or shifting focus of asset mix, we may invest significant time and resources. Initial timetables for the introduction and development of new lines of business and/or new products or services may not be achieved and price and profitability targets may not prove feasible. External factors, such as compliance with regulations, competitive alternatives, and shifting market preferences, may also impact the successful implementation of a new line of business or a new product or service. Furthermore, any new line of business and/or new product or service could have a significant impact on the effectiveness of our system of internal controls. Failure to successfully manage these risks in the development and implementation of new lines of business or new products or services could have a material adverse effect on our business, results of operations and financial condition.

Customer information may be obtained and used fraudulently, which may negatively impact our reputation and customer base, cause increased regulatory scrutiny and expose us to litigation.

Risk of theft of customer information resulting from security breaches by third parties exposes us to reputation risk and potential monetary loss. We have exposure to fraudulent use of our customers’ personal information resulting from our general business operations and through customer use of financial instruments such as debit cards. While we have policies and procedures designed to prevent or limit the effect of this risk, there can be no assurance that any such security breaches will not occur or, if they do occur, that they will be adequately addressed. The occurrence of any security breaches could damage our reputation, result in a loss of customer business, subject us to additional regulatory scrutiny, or expose us to civil litigation and possible financial liability, any of which could have a material adverse effect on our financial condition and results of operations.

We may not pay dividends if we are not able to receive dividends from our subsidiary, Webster Bank.

Cash dividends from Webster Bank and its existing liquid assets are the principal sources of funds for paying cash dividends on our common stock. Unless we receive dividends from Webster Bank or choose to use our liquid assets, we may not be able to pay dividends. Webster Bank’s ability to pay us dividends is subject to its ability to earn net income and to meet certain regulatory requirements.

We are exposed to risk of environmental liabilities with respect to properties to which we obtain title.

A portion of our loan portfolio at December 31, 2010 was secured by real estate. In the course of our business, we may foreclose and take title to real estate, and could be subject to environmental liabilities with respect to these properties. We may be held liable to a government entity or to third parties for property damage, personal injury, investigation and clean-up costs incurred by these parties in connection with environmental contamination, or may be required to clean up hazardous or toxic substances, or chemical releases at a property. The costs associated with investigation and remediation activities could be substantial. In addition, if we are the owner or former owner of a contaminated site, we may be subject to common law claims by third parties based on damages and costs resulting from environmental contamination emanating from the property. These costs and claims could adversely affect our business, results of operations and prospects.

 

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ITEM 1B. UNRESOLVED STAFF COMMENTS

Webster has no unresolved comments from the SEC staff.

 

ITEM 2. PROPERTIES

At December 31, 2010, Webster Bank had 181 banking offices located in Connecticut, Massachusetts, Rhode Island and New York as follows:

 

As of December 31, 2010                        
          Location    Leased      Owned      Total  

Connecticut:

        

Hartford County

     29         19         48   

New Haven County

     16         20         36   

Fairfield County

     22         4         26   

Litchfield County

     5         11         16   

Middlesex County

     3         2         5   

New London County

     3         0         3   

Tolland County

     1         1         2   

Massachusetts

     9         15         24   

Rhode Island

     9         4         13   

New York

     8         0         8   
                            

Total Banking Offices

     105         76         181   
                            

Lease expiration dates range from 1 to 78 years with renewal options of 2 to 35 years.

Subsidiaries and divisions maintain the following offices: Webster Financial Advisors, headquartered in Hartford, Connecticut, has offices in Stamford, New Haven, Waterbury and Providence, Rhode Island. Webster Capital Finance (formerly Center Capital Corporation) is headquartered in Farmington, Connecticut. Webster Business Credit Corporation (WBCC) is headquartered in New York, New York with offices in South Easton, Massachusetts and Hartford, Connecticut.

The total net book value of premises and equipment at December 31, 2010 was $157.7 million. See Note 8 – Premises and equipment, net in the Notes to Consolidated Financial Statements elsewhere in this report for additional information.

 

ITEM 3. LEGAL PROCEEDINGS

Webster is engaged in the material pending legal proceedings described below. We are also involved in routine legal proceedings occurring in the ordinary course of business. Although the ultimate outcome of any legal matter cannot be predicted with certainty, based on present information and taking into consideration current reserves, we believe that existing litigation matters will not have a material adverse effect on our consolidated financial condition.

Broadwin Condominium Matter

As reported previously, Webster Bank is involved in litigation in the Court of Common Pleas of Franklin County, Ohio, with Community Building Systems, Inc., the developer of the Broadwin condominium conversion project in Columbus, Ohio, and 24 original unit purchasers in the project. The Broadwin project credit was structured as 24 individual loans to the unit purchasers with the project developer guaranteeing repayment of the loans to Webster Bank. In a complaint filed on June 13, 2007, the project developer, who was later joined by its principal and the building owner, sought damages, declaratory relief and specific performance in connection with Webster

 

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Bank’s refusal to continue to fund certain construction draws. In an amended complaint filed on August 27, 2007, sixteen of the unit purchasers and the owner of the condominium building and principal of the developer joined the developer as plaintiffs. Webster Bank asserted a counterclaim on October 31, 2007 seeking to recover the $5 million of loans it had funded.

On May 28, 2010, a jury verdict was rendered in favor of the developer and against Webster Bank for $5.3 million in compensatory damages and $9.9 million in punitive damages plus attorney fees, and in favor of the remaining unit purchasers (some having previously settled with Webster Bank) for $1.4 million in compensatory damages and $2.3 million in punitive damages plus attorney fees. On June 29, 2010, judgment was entered by the Court in favor of the developer, its principal and the building owner and against Webster Bank for the amounts stipulated by the jury. Judgment has yet to be entered by the Court with regard to the damages awarded to the remaining unit purchasers. On August 4, 2010, the Court’s Magistrate rendered a decision denying plaintiffs’ motions for prejudgment interest, and granting plaintiffs’ motions to set attorney fees by establishing $0.5 million as the fee amount. The Court has not yet entered judgment on that decision.

On July 13, 2010, Webster Bank filed a motion in the Court of Common Pleas seeking to set aside the jury verdicts and enter judgment in its favor notwithstanding the verdicts or, in the alternative, a new trial, on the claims as to which the Court had entered judgment up to that point. On October 20, 2010, Webster Bank filed a motion in the Court of Common Pleas seeking to set aside the jury verdicts in favor of the unit purchasers and enter judgment in its favor notwithstanding the verdicts or, in the alternative, a new trial on their claims and on its counterclaim. On February 17, 2011, after conducting an oral hearing, the Court denied the Webster Bank motions seeking to set aside the jury verdicts and enter judgment in its favor notwithstanding those verdicts or, in the alternative, a new trial.

Webster Bank expects to file an appeal seeking to reverse and vacate the judgments and otherwise take whatever steps appropriate to resolve the litigation. As a result of the jury’s verdict in the case, Webster recorded a reserve for the full $19.0 million aggregate verdict in the second quarter of 2010 and an additional estimated amount for expenses.

Overdraft Fee Matters

Webster Bank is a defendant in two separate actions arising from its assessment and collection of overdraft fees on its checking account customers. The first complaint was filed in the Superior Court of Connecticut, Judicial District of Waterbury on April 29, 2010 (the “Connecticut Action”) and alleges that certain Webster Bank practices, including the posting of electronic debit card transactions, were inadequately disclosed to customers and were unfairly used by Webster for the purpose of generating revenue by maximizing the number of overdrafts a customer is assessed. The Connecticut Action initially sought the certification of a class of checking account holders residing in Connecticut and who have incurred at least one overdraft fee, injunctive relief, compensatory, punitive and treble damages and attorneys’ fees.

The second complaint was filed in the United States District Court for the Southern District of New York on May 21, 2010 (the “SDNY Action”) and alleges that Webster Bank engaged in certain unfair practices in the posting of electronic debit card transactions from highest to lowest dollar amount. The SDNY Action seeks the certification of a national class, consisting of all Webster Bank checking account holders and a subclass of Webster Bank’s Connecticut customers, each of whom has incurred at least one overdraft fee, declaratory relief, compensatory and punitive damages and attorney’s fees. Webster believes the claims set forth in both Actions are without merit.

On October 18, 2010, the SDNY Action was transferred by the United States Judicial Panel on Multidistrict Litigation to the United States District Court for the Southern District of Florida.

The allegations in the Connecticut Action were amended on September 8, 2010, to include a national class of Webster Bank checking account customers and to assert a new federal statutory claim. On September 9, 2010, Webster Bank removed the Connecticut Action to the United States District Court for the District of Connecticut.

 

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On September 28, 2010, Webster Bank entered into an agreement to settle the Connecticut Action. While Webster Bank continues to believe its practices were both proper and lawful, Webster Bank agreed to pay $2.8 million fully and finally to resolve the Connecticut Action, and to avoid any further expense and distraction occasioned by the litigation. On November 22, 2010, the United States District Court for the District of Connecticut preliminarily approved the settlement and scheduled a hearing to consider final approval of the settlement for March 24, 2011.

The settlement, which was subject to approval by the United States District Court for the District of Connecticut, would also fully and finally resolve the SDNY Action.

On October 15, 2010, the Connecticut Action was conditionally transferred by the United States Judicial Panel on Multidistrict Litigation for coordinated pre-trial proceedings centralized and currently pending in the United States District Court for the Southern District of Florida. On November 5, 2010, Webster Bank filed a motion to vacate the transfer order to allow the Settlement Agreement to be considered for preliminary and final approval by the United States District Court for the District of Connecticut. The United States Judicial Panel on Multidistrict Litigation vacated the transfer order on February 3, 2011.

 

ITEM 4. [RESERVED]

 

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PART II

 

ITEM 5. MARKET FOR REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Market Information

The common shares of Webster trade on the New York Stock Exchange under the symbol “WBS”.

On January 31, 2011, the closing market price of Webster common stock was $22.88. On January 24, 2011, Webster’s Board of Directors declared a quarterly dividend of $.01 per share.

The following table sets forth for each quarter of 2010 and 2009 the intra-day high and low sales prices per share of common stock as reported by the NYSE and the cash dividend declared per share.

 

Common Stock (per share)                              
2010      High        Low        Dividends
Declared
 

Fourth quarter

     $ 19.97         $ 16.37         $ 0.01   

Third quarter

       20.20           15.55           0.01   

Second quarter

       22.68           16.90           0.01   

First quarter

       18.98           11.98           0.01   
                                  
2009      High        Low        Dividends
Declared
 

Fourth quarter

     $ 13.81         $ 10.64         $ 0.01   

Third quarter

       14.00           7.27           0.01   

Second quarter

       8.55           4.00           0.01   

First quarter

       14.34           2.85           0.01   
                                  

Holders

Webster had 8,796 holders of record of common stock and 87,159,837 shares outstanding on January 31, 2011. The number of shareholders of record was determined by BNY Mellon Shareowner Services, the Company’s transfer agent and registrar.

Dividends

A primary source of liquidity for Webster Financial Corporation is dividend payments from Webster Bank (the Bank). The Bank’s ability to make dividend payments to Webster is governed by OCC regulations. Without specific OCC approval, and subject to the Bank meeting applicable regulatory capital requirements before and after payment of dividends, the total of all dividends declared by the Bank is limited to net profits for the current year to date as of the declaration date plus net retained profits from the preceding two years. In addition, the OCC has the discretion to prohibit any otherwise permitted capital distribution on general safety and soundness grounds.

The payment of dividends is subject to various additional restrictions, none of which is expected to limit any dividend policy that the Board of Directors may in the future decide to adopt. Payment of dividends to Webster from Webster Bank is subject to certain regulatory and other restrictions. Under OCC regulations, Webster Bank may pay dividends to Webster without prior regulatory approval so long as it meets its applicable regulatory capital requirements before and after payment of such dividends and its total dividends declared do not exceed its net profits for the current year to the date of declaration plus net retained profits from the preceding two years less dividends declared in such years. At December 31, 2010, Webster Bank was in compliance with all applicable minimum capital requirements; however, the Bank did not have the ability to pay dividends to Webster based on the profitability of the Bank in the preceding two years.

 

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If the capital of Webster is diminished by depreciation in the value of its property or by losses, or otherwise, to an amount less than the aggregate amount of the capital represented by the issued and outstanding stock of all classes having a preference upon the distribution of assets, no dividends may be paid out of net profits until the deficiency in the amount of capital represented by the issued and outstanding stock of all classes having a preference upon the distribution of assets has been repaired. See “Supervision and Regulation” section contained elsewhere within this report for additional information on dividends.

Recent Sale and Exchange of Registered Securities; Use of Proceeds from Registered Securities.

As disclosed in Webster’s Current Reports on Form 8-K, the Company sold 6.63 million shares of the Company’s common stock in December 2010. The proceeds from the offering, along with available cash, were used to repurchase the remaining outstanding cumulative Perpetual Preferred Stock, Series B, which was previously issued to the United States Department of Treasury.

Registered securities were exchanged as part of employee and director stock compensation plans.

Recent Sale of Unregistered Securities

Except as disclosed in Webster’s Current Reports on Form 8-K, no unregistered securities were sold by Webster during the year ended December 31, 2010.

Purchases of Equity Securities by the Issuer and Affiliated Purchasers

The following table provides information with respect to any purchase of shares of Webster common stock made by or on behalf of Webster or any “affiliated purchaser” for the quarter ended December 31, 2010. Management could not engage in share repurchases as part of a publicly announced plan or program pursuant to its participation in the CPP. The Company’s participation in the CPP ended on December 29, 2010.

 

Period    Total Number of
Shares Purchased (1)
     Average Price
Paid Per Share
     Total Number of
Shares Purchased
as a Part of
Publicly Announced
Plans or Programs
     Maximum Number of
Shares That May Yet
Be Purchased Under the
Plans or Programs (2)
 

October 1-31, 2010

     3,827       $ 17.68         —           2,111,200   

November 1-30, 2010

     3,253         17.45         —           2,111,200   

December 1-31, 2010

     35,033         18.43         —           2,111,200   
                                     

Total

     42,113       $ 18.28         —           2,111,200   
                                     
(1) All shares repurchased were used for employee compensation plans.
(2) The Company’s current stock repurchase program, which was announced on September 26, 2007, authorized the Company to purchase up to an additional 5% of Webster’s common stock outstanding at the time of authorization or 2.7 million shares. The program will remain in effect until fully utilized or until modified, superseded or terminated.

 

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Performance Graph

The performance graph compares Webster’s cumulative shareholder return on its common stock over the last five fiscal years to the cumulative total return of the Standard & Poor’s 500 Index (“S&P 500 Index and the Keefe, Bruyette & Woods Regional Banking Index (“Keefe Bruyette Index”). The Keefe Bruyette Index was chosen as the industry index because Webster believes it provides a better comparison and more appropriate benchmark against which to measure stock performance. Please note that the SNL All Bank and Thrift Index is no longer represented on the following graph as disclosed in Webster’s 2009 10-K.

Total shareholder return is measured by dividing total dividends (assuming dividend reinvestment) for the measurement period plus share price change for a period by the share price at the beginning of the measurement period. Webster’s cumulative shareholder return over a five-year period is based on an initial investment of $100 on December 31, 2005.

Comparison of Five Year Cumulative Total Return Among

Webster, S&P 500 Index, Keefe Bruyette Index

LOGO

 

 

      Period Ending  
Index    12/31/2005      12/31/2006      12/31/2007      12/31/2008      12/31/2009      12/31/2010  

Webster Financial Corporation

   $ 100       $ 106       $ 72       $ 33       $ 28       $ 47   

Keefe Bruyette Index

   $ 100       $ 109       $ 85       $ 69       $ 54       $ 65   

S&P 500 Index

   $ 100       $ 116       $ 122       $ 77       $ 97       $ 112   
                                                       

 

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ITEM 6. SELECTED FINANCIAL DATA

 

     At or for the year ended December 31,  
(In thousands, except per share data)   2010     2009     2008     2007     2006  

BALANCE SHEETS

         

Total assets

  $ 18,038,068      $ 17,739,197      $ 17,583,537      $ 17,201,960      $ 17,096,659   

Loans, net

    10,702,974        10,695,525        11,952,262        12,287,857        12,775,772   

Investment securities

    5,486,229        4,784,912        3,711,293        2,748,931        1,824,247   

Federal Home Loan Bank and Federal Reserve Bank stock

    143,874        140,874        134,874        110,962        137,755   

Goodwill and other intangible assets, net

    551,164        556,752        563,926        768,015        777,659   

Deposits

    13,608,785        13,632,127        11,884,890        12,354,158        12,458,396   

FHLB advances and other borrowings

    2,442,319        1,989,916        3,594,764        2,940,883        2,590,075   

Total equity

    1,783,066        1,958,034        1,883,738        1,746,247        1,883,736   
                                         

STATEMENTS OF OPERATIONS

         

Interest income

  $ 706,186      $ 745,342      $ 869,273      $ 995,595      $ 1,014,738   

Interest expense

    171,376        250,704        363,482        487,403        506,188   
                                         

Net interest income

    534,810        494,638        505,791        508,192        508,550   

Provision for loan losses

    115,000        303,000        186,300        67,750        11,000   

Other non-interest income

    190,901        229,395        197,319        204,156        179,195   

Total other-than-temporary impairment losses on securities

    (14,445     (40,064     (219,277     (3,565     (48,879

Portion of the loss recognized in other comprehensive income

    8,607        11,587        —          —          —     
                                         

Net impairment losses recognized in earnings

    (5,838     (28,477     (219,277     (3,565     (48,879

Net unrealized gain on securities classified as trading

    12,045        —          —          —          —     

Net gain (loss) on sale of investment securities

    9,748        (13,810     (6,094     1,721        1,289   

Goodwill impairment

    —          —          198,379        —          —     

Non-interest expense

    538,974        507,394        476,790        483,094        435,482   
                                         

Income (loss) from continuing operations before income tax expense (benefit)

    87,692        (128,648     (383,730     159,660        193,673   

Income tax expense (benefit)

    13,468        (52,736     (65,840     48,088        59,140   
                                         

Income (loss) from continuing operations

    74,224        (75,912     (317,890     111,572        134,533   

Income (loss) from discontinued operations, net of tax

    94        302        (3,073     (13,923     110   

Less: Net income (loss) attributable to non controlling interests

    3        22        4        13        (10

Preferred stock dividends

    (18,086     (32,863     (12,805     (863     (863

Accretion of preferred stock discount and gain on extinguishment

    (6,830     23,243        (145     —          —     
                                         

Net income (loss) available to common shareholders

  $ 49,399      $ (85,252   $ (333,917   $ 96,773      $ 133,790   
                                         

Per Share Data

         

Net income (loss) per share from continuing operations—basic

  $ 0.63      $ (1.41   $ (6.37   $ 2.02      $ 2.50   

Net income (loss) per share—basic

    0.63        (1.40     (6.43     1.77        2.50   

Net income (loss) per share from continuing operations—diluted

    0.60        (2.15     (6.37     2.01        2.47   

Net income (loss) per share—diluted

    0.60        (2.14     (6.43     1.76        2.47   

Dividends declared per common share

    0.04        0.04        1.20        1.17        1.06   

Book value per common share

    20.01        19.60        23.78        33.09        33.24   

Tangible book value per common share

    13.78        12.57        13.35        18.73        19.76   

Dividends declared per Series A preferred share

    85.00        85.00        43.44        —          —     

Dividends declared per Series B preferred share

    49.86        50.00        5.42        —          —     

Dividends declared per Series C preferred share

    —          1.00        —          —          —     

Dividends declared per affiliate preferred share

    0.86        0.86        0.86        0.86        0.86   

Weighted-average shares—diluted

    82,172        63,916        52,020        54,900        54,065   

Key Performance Ratios

         

Return on average assets (a)

    0.42     (0.43 )%      (1.84 )%      0.66     0.75

Return on average shareholders' equity (a)

    3.96        (4.04     (17.39     5.97        7.78   

Net interest margin

    3.34        3.13        3.28        3.40        3.16   

Interest-rate spread

    3.29        3.07        3.21        3.32        3.09   

Non-interest income as a percentage of total revenue

    27.89        27.45        (5.87     28.48        20.56   

Average shareholders' equity to average assets

    10.49        10.69        10.57        10.99        9.61   

Dividend payout ratio

    6.34        (2.86     (18.69     66.48        42.91   

Asset Quality Ratios

         

Allowance for loan losses/total loans

    2.92     3.09     1.93     1.51     1.14

Net charge-offs/average loans

    1.23        1.68        1.09        0.20        0.13   

Non-performing loans/total loans

    2.48        3.38        1.91        0.90        0.46   

Non-performing assets/total loans plus OREO

    2.73        3.63        2.15        0.97        0.48   
                                         

 

(a) Calculated based on income from continuing operations.

 

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ITEM 7. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion should be read in conjunction with the Consolidated Financial Statements of Webster Financial Corporation and the Notes thereto included elsewhere in this report (collectively, the “Consolidated Financial Statements”).

Forward-Looking Statements

This Annual Report on Form 10-K contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 (the “Act”). Forward-looking statements can be identified by words such as “believes”, “anticipates”, “expects”, “intends”, “targeted”, “continue”, “remain”, “will”, “should”, “may”, “plans”, “estimates” and similar references to future periods, however such words are not the exclusive means of identifying such statements. Examples of forward-looking statements include, but are not limited to: (i) projections of revenues, expenses, income or loss, earnings or loss per share, and other financial items; (ii) statements of plans, objectives and expectations of Webster or its management or Board of Directors; (iii) statements of future economic performance; and (iv) statements of assumptions underlying such statements. Forward-looking statements are based on Webster’s current expectations and assumptions regarding its business, the economy and other future conditions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict. Webster’s actual results may differ materially from those contemplated by the forward-looking statements, which are neither statements of historical fact nor guarantees or assurances of future performance. Factors that could cause actual results to differ from those discussed in the forward-looking statements include, but are not limited to: (1) local, regional, national and international economic conditions and the impact they may have on us and our customers and our assessment of that impact; (2) volatility and disruption in national and international financial markets; (3) government intervention in the U.S. financial system; (4) changes in the level of non-performing assets and charge-offs; (5) changes in estimates of future reserve requirements based upon the periodic review thereof under relevant regulatory and accounting requirements; (6) adverse conditions in the securities markets that lead to impairment in the value of securities in our investment portfolio; (7) inflation, interest rate, securities market and monetary fluctuations; (8) the timely development and acceptance of new products and services and perceived overall value of these products and services by customers; (9) changes in consumer spending, borrowings and savings habits; (10) technological changes; (11) the ability to increase market share and control expenses; (12) changes in the competitive environment among banks, financial holding companies and other financial service providers; (13) the effect of changes in laws and regulations (including laws and regulations concerning taxes, banking, securities and insurance) with which we and our subsidiaries must comply, including those under the recently enacted Dodd-Frank Wall Street Reform and Consumer Protection Act and the Basel III update to the Basel Accords that is under development; (14) the effect of changes in accounting policies and practices, as may be adopted by the regulatory agencies, as well as the Public Company Accounting Oversight Board, the Financial Accounting Standards Board and other accounting standard setters; (15) the costs and effects of legal and regulatory developments including the resolution of legal proceedings or regulatory or other governmental inquiries and the results of regulatory examinations or reviews; and (16) our success at managing the risks involved in the foregoing items. Any forward-looking statement made by the Company in this Annual Report on Form 10-K speaks only as of the date on which it is made. Factors or events that could cause the Company’s actual results to differ may emerge from time to time, and it is not possible for the Company to predict all of them. The Company undertakes no obligation to publicly update any forward-looking statement, whether as a result of new information, future developments or otherwise, except as may be required by law.

 

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Results of Operations

Summary

For the year ended December 31, 2010, Webster’s net income available to common shareholders was $49.4 million compared to a net loss of $85.3 million for the year ended December 31, 2009. Net income per diluted share was $0.60 for the year ended December 31, 2010 compared to a net loss per diluted share of $2.14 for the year ended December 31, 2009. The primary contributors to the improvement from a net loss in 2009 to net income in 2010 are outlined below.

The factors positively impacting net income available to common shareholders in 2010 when compared to 2009 were:

 

   

provision for loan losses was $188.0 million lower;

 

   

net interest income was $40.2 million higher;

 

   

net gain in 2010 (compared to net loss in 2009) on sale of investment securities was $23.6 million favorable;

 

   

net impairment losses recognized on securities were $22.7 million less; and

 

   

net gains on trading securities of $12.0 million.

The factors negatively impacting net income available to common shareholders in 2010 when compared to 2009 were:

 

   

a $24.3 million gain on the exchange of trust preferreds for common stock was recorded in 2009;

 

   

settlement and reserve for litigation of $22.5 million in 2010; and

 

   

a $10.4 million reduction in Deposit Service fees related to Regulation E implementation.

The impact of the items outlined above, after the effect from income taxes, resulted in income from continuing operations of $74.2 million for the year ended December 31, 2010 as compared to a loss of $75.9 million for the year ended December 31, 2009.

Income from discontinued operations, net of taxes, totaled $0.1 million and $0.3 million for the year ended December 31, 2010 and 2009, respectively, from contingent consideration within the respective sales contract for Webster Insurance.

Net interest income increased $40.2 million, or 8.1%, from 2009 to $534.8 million for the year ended December 31, 2010. Average total interest earning assets increased by $287.2 million, while average yields declined by 30 basis points in 2010 compared to 2009 and average total interest bearing liabilities increased by $259.5 million, while average costs declined by 52 basis points in 2010 compared to 2009.

Non-interest income increased $19.7 million, or 10.6%, to $206.9 million for the year ended December 31, 2010 when compared to the year ended December 31, 2009. The increase in non-interest income is due primarily to a $23.6 million favorable effect of a 2010 net gain as compared to a 2009 net loss on sale of investment securities and $22.7 million lower net impairment losses recognized in 2010 as compared to 2009, offset by a $24.3 million gain on the exchange of trust preferreds for common stock which occurred in 2009.

Non-interest expense increased $31.6 million, or 6.2%, to $539.0 million for the year ended December 31, 2010 when compared to the year ended December 31, 2009. The increase is primarily due to a $19.7 million charge for a litigation reserve related to the Broadwin litigation and a settlement charge of $2.8 million related to a class action lawsuit related to the assessment and collection of overdue fees on customer checking accounts.

 

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Significant Events

On December 27, 2010, Webster completed a public offering of 6,630,000 shares of common stock at a price to the public of $18.00 per share. In conjunction with the public offering, Warburg Pincus and one of its affiliates, each an existing stockholder, purchased 2,069,848 shares of Webster’s common stock at the price to the public less applicable underwriting discounts and commissions. Together with the shares issued in the public offering, the total number of shares sold was 8,699,848. On December 29, 2010, Webster used the proceeds together with available funds to redeem the remaining $200 million of Capital Purchase Program preferred shares held by the United States Treasury.

Selected financial highlights are presented in the following table.

 

      At or for the years ended December 31,  
(In thousands, except per share and ratio data)    2010     2009     2008  

Earnings

      

Net interest income

   $ 534,810      $ 494,638      $ 505,791   

Total non-interest income

     206,856        187,108        (28,052

Total non-interest expense

     538,974        507,394        675,169   

Income (loss) from continuing operations

     74,224        (75,912     (317,890

Income (loss) from discontinued operations, net of tax

     94        302        (3,073

Net income attributable to noncontrolling interests

     3        22        4   

Net income (loss) attributable to Webster Financial Corporation

     74,315        (75,632     (320,967

Net income (loss) available to common shareholders

     49,399        (85,252     (333,917

Per Share Data

      

Net income (loss) per common share from continuing operations—diluted (a)

   $ 0.60      $ (2.15   $ (6.37

Net income (loss) per common share—diluted (a)

     0.60        (2.14     (6.43

Dividends declared per common share

     0.04        0.04        1.20   

Book value per common share

     20.01        19.60        23.78   

Tangible book value per common share

     13.78        12.57        13.35   

Weighted-average shares—diluted

     82,172        63,916        52,020   

Dividends declared per Series A preferred share

   $ 85.00      $ 85.00      $ 43.44   

Dividends declared per Series B preferred share

     49.86        50.00        5.42   

Dividends declared per Series C preferred share

     —          1.00        —     

Dividends declared per affiliate preferred share

     0.86        0.86        0.86   

Selected Ratios

      

Return on average assets (b)

     0.42     (0.43 )%      (1.84 )% 

Return on average shareholders' equity (b)

     3.96        (4.04     (17.39

Net interest margin

     3.34        3.13        3.28   

Efficiency ratio (c)

     66.49        65.92        62.38   

Tangible capital ratio

     6.99        8.10        7.70   

Tier one common equity to risk weighted assets

     9.87        7.83        5.66   
                          

 

(a) For the years ended December 31, 2010 and 2009 the effect of preferred stock on the computation of diluted earnings per share was anti-dilutive, therefore, the effect of this security was not included in the determination of diluted shares (average). In addition, stock options, restricted stock awards and outstanding warrants to purchase common stock were also deemed to be anti-dilutive, therefore, the effect of these instruments were not included in the determination of diluted shares (average) for the year ended December 31, 2009.
(b) Calculated based on income from continuing operations.
(c) Calculated using SNL’s methodology-non-interest expense (excluding foreclosed property expenses, intangible amortization, goodwill impairments and other charges) as a percentage of net interest income (FTE basis) plus non-interest income (excluding gain/loss on securities and other charges).

 

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Table 1: Three-year average balance sheet and net interest margin (average balances are daily averages).

 

     Years ended December 31,  
    2010     2009     2008  
(Dollars in thousands)   Average
Balance
    Interest (a)     Average
Yields
    Average
Balance
    Interest (a)     Average
Yields
    Average
Balance
    Interest (a)     Average
Yields
 

Assets

                 

Interest-earning assets:

                 

Interest-bearing deposits

  $ 151,756      $ 389        0.26      $ 156,553      $ 471        0.30      $ 6,422      $ 146        2.27   

Securities (b)

    5,254,314        225,918        4.32        4,150,969        217,961        5.18        2,895,616        166,312        5.56   

Federal Home Loan and Federal

                 

Reserve Bank stock

    142,896        2,983        2.09        137,931        2,685        1.95        127,423        5,501        4.32   

Loans held for sale

    21,758        970        4.46        52,131        2,077        3.98        27,366        1,597        5.83   

Loans

    10,911,140        490,783        4.50     11,697,078      $ 536,635        4.59     12,700,933        710,621        5.60
                                                                         

Total interest-earning assets

    16,481,864        721,043        4.38     16,194,662        759,829        4.68     15,757,760        884,177        5.58

Noninterest-earning assets

    1,375,987            1,395,821            1,546,699       
                                                                         

Total assets

  $ 17,857,851          $ 17,590,483          $ 17,304,459       
                                                                         

Liabilities and equity

                 

Interest-bearing liabilities:

                 

Demand deposits

  $ 1,789,161      $ —          —     $ 1,578,356      $ —          —     $ 1,487,661      $ —          —  

Savings, NOW & money market deposits

    8,458,169        49,251        0.58        6,977,196        60,971        0.87        5,776,660        80,994        1.40   

Certificates of deposit

    3,490,017        63,378        1.82        4,525,770        119,833        2.65        4,764,386        169,188        3.55   
                                                                         

Total interest-bearing deposits

    13,737,347        112,629        0.82        13,081,322        180,804        1.38        12,028,707        250,182        2.08   

Federal Home Loan Bank advances

    567,711        17,628        3.11        697,711        25,286        3.62        1,269,098        39,236        3.09   

Securities sold under agreements to repurchase and other short-term borrowings

    899,203        15,900        1.77        1,124,118        19,275        1.71        1,359,318        34,643        2.55   

Long-term debt

    586,546        25,219        4.30        628,145        25,339        4.03        660,146        39,421        5.97   
                                                                         

Total borrowings

    2,053,460        58,747        2.86        2,449,974        69,900        2.85        3,288,562        113,300        3.45   
                                                                         

Total interest-bearing liabilities

    15,790,807        171,376        1.09     15,531,296        250,704        1.61     15,317,269        363,482        2.37

Noninterest-bearing liabilities

    184,264            168,970            149,200       
                                                                         

Total liabilities

    15,975,071            15,700,266            15,466,469       

Equity

    1,882,780            1,890,217            1,837,990       
                                                                         

Total liabilities and equity

  $ 17,857,851          $ 17,590,483          $ 17,304,459       
                                                                         

Fully tax-equivalent net interest income

      549,667            509,125            520,695     

Less: tax equivalent adjustments

      (14,857         (14,487         (14,904  
                                                                         

Net interest income

    $ 534,810          $ 494,638          $ 505,791     
                                                                         

Interest-rate spread

        3.29         3.07         3.21

Net interest margin (b)

        3.34         3.13         3.28
                                                                         

 

(a) On a fully tax-equivalent basis.
(b) For purposes of this computation, net unrealized gains (losses) on available for sale securities of $22.9 million, $(57.6) million and $(94.0) million as of December 31, 2010, 2009 and 2008, respectively, are excluded from the average balance for rate calculations.

 

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Net Interest Income

The following table describes the extent to which changes in interest rates and changes in the volume of interest-earning assets and interest-bearing liabilities have impacted interest income and interest expense during the periods indicated. Information is provided in each category with respect to changes attributable to changes in volume (changes in volume multiplied by prior rate), changes attributable to changes in rates (changes in rates multiplied by prior volume) and the total net change. The change attributable to the combined impact of volume and rate has been allocated proportionately to the change due to volume and the change due to rate. The table below is based upon reported net interest income.

Table 2: Net interest income – rate/volume analysis (not presented on a tax-equivalent basis).

 

      Years ended December 31,
2010 vs. 2009
Increase (decrease) due to
    Years ended December 31,
2009 vs. 2008
Increase (decrease) due to
 
(In thousands)    Rate     Volume     Total     Rate     Volume     Total  

Interest on interest-earning assets:

            

Loans

   $ (10,341   $ (35,511   $ (45,852   $ (120,905   $ (53,081   $ (173,986

Loans held for sale

     223        (1,330     (1,107     (624     1,104        480   

Investment securities

     (35,836     43,639        7,803        (14,627     64,202        49,575   
                                                  

Total interest income

     (45,954     6,798        (39,156     (136,156     12,225        (123,931
                                                  

Interest on interest-bearing liabilities:

            

Deposits

   $ (76,837   $ 8,662        (68,175     (89,752     20,374        (69,378

Borrowings

     190        (11,343     (11,153     (17,475     (25,925     (43,400
                                                  

Total interest expense

     (76,647     (2,681     (79,328     (107,227     (5,551     (112,778
                                                  

Net change in net interest income

   $ 30,693      $ 9,479      $ 40,172      $ (28,929   $ 17,776      $ (11,153
                                                  

Net interest income, the difference between interest earned on interest-earning assets and interest expense incurred on deposits and borrowings, totaled $534.8 million for the year ended December 31, 2010, compared to $494.6 million for the year ended December 31, 2009, an increase of $40.2 million. Average interest-earning assets increased to $16.5 billion at December 31, 2010 from $16.2 billion at December 31, 2009 while average interest-bearing liabilities also increased to $15.8 billion at December 31, 2010 from $15.5 billion at December 31, 2009. As a result of the greater decline in the cost of interest bearing liabilities than the decline in yield on interest-earning assets to interest-bearing liabilities, the net interest margin grew by 21 basis points to 3.34% for the year ended December 31, 2010 from 3.13% for the year ended December 31, 2009. The yield on interest-earning assets declined by 30 basis points for the year ended December 31, 2010 while the cost of interest-bearing liabilities declined 52 basis points for the year ended December 31, 2010.

Since net interest income is affected by changes in interest rates, by loan and deposit pricing strategies, competitive conditions, the volume and mix of interest-earning assets and interest-bearing liabilities as well as the level of non-performing assets, Webster manages the risk of changes in interest rates on its net interest income through an Asset/Liability Management Committee and through related interest rate risk monitoring and management policies. See “Asset/Liability Management and Market Risk” for further discussion of Webster’s interest rate risk position.

Interest Income

Interest income decreased $39.2 million to $706.2 million for the year ended December 31, 2010 as compared to 2009. The average loan portfolio, excluding loans held for sale, decreased by $785.9 million for the year ended December 31, 2010 compared to 2009. Average investment securities increased by $1.1 billion for the year ended December 31, 2010 compared to 2009.

 

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The 30 basis point decrease in the average yield earned on interest-earning assets for the year ended December 31, 2010 to 4.38% compared to 4.68% for 2009 is a result of repayment of higher yielding loans and securities, origination of lower yielding loans and purchase of lower yielding securities. The loan portfolio yield decreased 9 basis points to 4.50% for the year ended December 31, 2010 and comprised 66.2% of average interest-earning assets at December 31, 2010 compared to the loan portfolio yield of 4.59% and 72.2% of average interest-earning assets for the year ended December 31, 2009. The yield on investment securities decreased by 86 basis points to 4.32% and comprised 31.9% of average interest earning assets at December 31, 2010 compared to the investment portfolio yield of 5.18% and 25.6% of average interest earning assets at December 31, 2009.

Interest Expense

Interest expense for the year ended December 31, 2010 decreased $79.3 million compared to 2009. The average cost of interest-bearing liabilities was 1.09% for the year ended December 31, 2010 a decrease of 52 basis points compared to 1.61% for 2009. The decrease was primarily due to a decline of 56 basis points in the cost of deposits to 0.82% from 1.38% a year ago, and an increase in average deposits of $0.7 billion compared to 2009, partially offset by a 1 basis point increase in the cost of borrowings to 2.86% from 2.85% for the year ended December 31, 2009.

Provision for Loan Losses

The provision for loan losses was $115.0 million for the year ended December 31, 2010, a decrease of $188.0 million compared to $303.0 million for the year ended December 31, 2009. The decrease is primarily due to management’s perspective regarding the level of probable losses inherent in Webster’s existing book of business and management’s belief that the overall reserve levels are adequate. For the year ended December 31, 2010, total net charge-offs were $134.5 million compared to $196.4 million in 2009. See Tables 17 through 23 for information on the allowance for loan losses, net charge-offs and non-performing assets.

Management performs a quarterly review of the loan portfolio to determine the adequacy of the allowance for loan losses. Several factors influence the amount of the provision, including loan growth, portfolio composition, credit performance changes in the levels of non-performing loans, net charge-offs and the general economic environment. At December 31, 2010, the allowance for loan losses totaled $321.7 million or 2.92% of total loans compared to $341.2 million or 3.09% at December 31, 2009. See the “Allowance for Loan Losses Methodology” section later in Management’s Discussion and Analysis for further details.

 

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Non-interest Income

Table 3: Non-interest income comparison of 2010 to 2009.

 

      Years ended December 31,             Increase (decrease)  
(In thousands)          2010                 2009                   Amount     Percent  

Non-Interest Income:

           

Deposit service fees

   $ 108,977      $ 119,421         $ (10,444     (8.7 )% 

Loan related fees

     25,917        24,890           1,027        4.1   

Wealth and investment services

     24,925        24,000           925        3.9   

Mortgage banking activities

     4,169        6,901           (2,732     (39.6

Increase in cash surrender value of life insurance policies

     10,517        10,629           (112     (1.1

Net gain on trading securities

     12,045        —             12,045        100.0   

Gain on the exchange of trust preferreds for common stock

     —          24,336           (24,336     (100.0

Gain on early extinguishment of subordinated notes

     —          5,993           (5,993     (100.0

Net gain (loss) on sale of investment securities

     9,748        (13,810        23,558        (170.6

Total other-than-temporary impairment losses on securities

     (14,445     (40,064        25,619        (63.9

Portion of the loss recognized in other comprehensive income

     8,607        11,587           (2,980     (25.7
                                           

Net impairment losses recognized in earnings

     (5,838     (28,477        22,639        (79.5

Other income

     16,396        13,225           3,171        24.0   
                                           

Total non-interest income

   $ 206,856      $ 187,108         $ 19,748        10.6
                                           

Total non-interest income was $206.9 million for the year ended December 31, 2010, an increase of $19.7 million, or 10.6%, from the year ended December 31, 2009. The increase for 2010 is primarily attributable to the $25.6 million reduction in other-than-temporary impairment losses and a $23.6 million favorable effect of a 2010 net gain as compared to a 2009 net loss on sale of investment securities, offset in part by a $24.3 million gain on the exchange of trust preferreds for common stock and a $6.0 million gain on the early extinguishment of Webster’s subordinated notes both of which occurred in 2009 and a $10.4 million decrease in deposit service fees.

Deposit Service Fees. Deposit service fees totaled $109.0 million for the year ended December 31, 2010, down $10.4 million from the comparable period in 2009, primarily due to a decline in overdraft fees associated with the implementation of Regulation E during the third quarter of 2010.

Loan-Related Fees. Loan-related fees were $25.9 million for the year ended December 31, 2010, an increase of $1.0 million from the comparable period in 2009 due to an increase in commercial loan fees related to modifications and renewals, offset by a decrease in volume of loan origination fees.

Wealth and Investment Services. Wealth and investment services income was $24.9 million for the year ended December 31, 2010, up $0.9 million from the comparable period in 2009, due to an increase in new business originated, and coupled with an improvement in market conditions.

Mortgage Banking Activities. Mortgage banking activities were $4.2 million for the year ended December 31, 2010, down $2.7 million from the comparable period in 2009 due primarily to decline in the volume of loans originated and sold to third parties. The impact of declining volumes was offset in part by increases in spreads and average prices for the loans sold.

Net Gain on Trading Securities. Net gain on securities classified as trading of $12.0 million for the year ended December 31, 2010 represents the positive fair value adjustment on common stock classified as trading securities in the investment portfolio.

 

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Net Gain (Loss) on Sale of Investment Securities. Net gains from the sale of investments were approximately $9.7 million for the year ended December 31, 2010, compared to the net losses of $13.8 million recorded a year ago.

Net Impairment Losses on Securities Recognized in Earnings. Net impairment losses on securities recognized in earnings were approximately $5.8 million for the year ended December 31, 2010, a reduction in losses of $22.6 million from the comparable period in 2009. This decrease is primarily the result of improvement in the credit of underlying collateral and a decrease in deferrals in 2010 compared to 2009, and the recent overall drop in yields during the year ended December 31, 2010.

Other. All other non-interest income was $16.4 million for the year ended December 31, 2010 compared to $13.2 million a year ago. The $3.2 million increase is primarily due to a realized gain of $6.4 million on the sale of the Company’s direct investment in the Higher One Holdings, Inc., as part of that company’s recent initial public offering, offset by a $2.5 million negative valuation recorded on the Fed Funds futures contract which was entered into in the first quarter of 2010.

Non-interest Expense

Table 4: Non-interest expense comparison of 2010 to 2009.

 

      Years ended December 31,        Increase (decrease)  
(In thousands)    2010      2009        Amount     Percent  

Non-Interest Expense:

            

Compensation and benefits

   $ 246,026       $ 237,074         $ 8,952        3.8

Occupancy

     55,634         55,522           112        0.2   

Technology and equipment expense

     62,855         60,926           1,929        3.2   

Intangible assets amortization

     5,588         5,743           (155     (2.7

Marketing

     18,968         14,469           4,499        31.1   

Professional and outside services

     14,721         15,015           (294     (2.0

Deposit insurance

     24,535         30,056           (5,521     (18.4

Litigation reserve and settlement

     22,476         —             22,476        100.0   

Other expenses

     88,171         88,589           (418     (0.5
                                      

Total non-interest expense

   $ 538,974       $ 507,394         $ 31,580        6.2
                                      

Total non-interest expense was $539.0 million for the year ended December 31, 2010 compared to $507.4 million for the year ended December 31, 2009. The $31.6 million increase in non-interest expense is primarily due to a $22.5 million increase for litigation and a $9.0 million increase for compensation and benefits. The following provides additional discussion on the various components of non-interest expense.

Compensation and benefits. Compensation and benefits were $246.0 million for the year ended December 31, 2010, an increase of $9.0 million when compared to the $237.1 million for the year ended December 31, 2009. The increase in compensation and benefits is primarily due to increases in base compensation and extended hours for the retail banking segment.

Marketing. Marketing expenses were $19.0 million for the year ended December 31, 2010, an increase of $4.5 million when compared to the $14.5 million for the year ended December 31, 2009. The increase is primarily due to product redesign and increased marketing efforts to support brand and business development during the year ended December 31, 2010.

Deposit Insurance. The FDIC deposit insurance assessment for year ended December 31, 2010 was $24.5 million as compared to $30.1 million for the year ended December 31, 2009. This decrease from the comparable period in 2009 is due to a 2009 $8.0 million special assessment partially offset by an increase in FDIC insured deposits

 

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coupled with an increase in fees for the Transaction Account Guarantee Program (“TAGP”) that was experienced in the first six months of 2010. The Company ended its participation in the TAGP program as of June 30, 2010.

Litigation reserve and settlement. Litigation expenses were $22.5 million for the year ended December 31, 2010 for charges encompassing a $19.7 million charge for a litigation reserve related to the Broadwin litigation and a settlement charge of $2.8 million related to a class action lawsuit related to the assessment and collection of overdue fees on customer checking accounts. There were no such charges in 2009.

Other Expense. Other expenses were $88.2 million for the year ended December 31, 2010, a decrease of $0.4 million when compared to the $88.6 million for the year ended December 31, 2009. The decrease from the comparable period in 2009 is primarily due to a decrease in foreclosed and repossessed asset expenses and write-downs, partially offset by an increase in loan workout expenses from the comparable period in 2009, reflecting the Company’s focus on problem loan resolution.

Discontinued Operations

For the year ended December 31, 2010 income from discontinued operations was $0.1 million, a decrease of $0.2 million from the $0.3 million income from discontinued operations recognized for the year ended December 31, 2009. Income from discontinued operations is primarily related to the sale of Webster Insurance and Webster Risk Services in 2008. Activity for the year ended December 31, 2010 represents earn-out contracts associated with the 2009 revenues.

Income Taxes

During 2010, Webster recognized income tax expense of $13.5 million on its $87.7 million pre-tax income applicable to continuing operations during the year, reflecting a 15.4% effective tax rate. In 2009, Webster recognized a tax benefit of $52.7 million on the $128.6 million pre-tax loss applicable to continuing operations that year, reflecting a 41.0% effective tax-benefit rate. As a result of pre-tax losses in 2009, an analytical comparison of 2010 and 2009 effective tax rates is not meaningful.

Webster’s 2010 tax expense was impacted by a reduction in the deferred tax asset valuation allowance applicable to capital losses as a result of capital gains recognized during 2010, which decreased tax expense by $5.6 million. Additionally, Webster’s 2010 tax expense was increased by $0.9 million relative to 2009, as a result of restrictions imposed on the tax-deductibility of executive compensation due to its participation in the U.S. Treasury’s Capital Purchase Program. That increase was offset by a $1.5 million net reduction in tax expense applicable to state and local taxes, when compared to 2009, attributable principally to the resolution of uncertain tax positions.

Webster’s 2009 tax benefit was impacted by certain losses characterized as capital in nature for U.S. corporation income tax purposes, for which a deferred tax asset valuation allowance was recognized, decreasing the tax benefit by $4.4 million. Webster’s 2009 tax benefit was reduced by another $1.9 million as a result of restrictions imposed on the tax-deductibility of executive compensation due to its participation in the U.S. Treasury’s Capital Purchase Program. Partially offsetting the effects of the items noted above is the non-taxable, $3.6 million fair-value adjustment applicable to warrants included in Webster’s 2009 non-interest income, the tax expense on which otherwise would have been $1.2 million.

For more information on Webster’s income taxes, including its deferred tax assets and valuation allowance, see Note 9 – Income Taxes in the Notes to Consolidated Financial Statements included elsewhere within this report.

 

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Comparison of 2009 and 2008 Years

For the year ended December 31, 2009, Webster’s net loss available to common shareholders was $85.3 million compared to a net loss of $333.9 million for the year ended December 31, 2008. Net loss per diluted share was $2.14 for the year ended December 31, 2009 compared to a net loss per diluted share of $6.43 for 2008. The primary contributors to the change in net loss from 2008 to 2009 are outlined below.

The following factors favorably impacted net loss available to common shareholders in 2009 when compared to 2008:

   

other than temporary impairment charges for certain investment securities were $190.8 million higher in 2008 than in 2009;

 

   

a $198.4 million impairment charge was taken in 2008 related to goodwill associated with the Company’s lending segment;

 

   

a $58.8 million increase to retained earnings as a result of the excess of the carrying value of the preferred stock retired over the fair value of the common shares issued over par was recognized in 2009 as a result of the exchange of convertible preferred stock for common shares issued as part of the May 2009 exchange offer; and

 

   

a $24.3 million gain was recognized in 2009 on the extinguishment of $63.9 million in par amount of Webster’s trust preferred securities for common stock.

The following factors, among others, unfavorably impacted net loss available to common shareholders in 2009 when compared to 2008:

 

   

the provision for loan losses was $116.7 million higher in 2009 versus 2008;

 

   

preferred dividends on the Company’s Preferred Stock increased $20.1 million in 2009 when compared to 2008;

 

   

a $22.2 million loss was recognized as a reduction to retained earnings as a result of the beneficial conversion feature associated with the Series C Preferred Stock in the Warburg Pincus transaction upon conversion to common stock; and

 

   

an $11.6 million decrease to retained earnings for the deemed dividend recognized as a result of the excess of the fair value of the common shares issued over parity on the preferred stock exchanged as part of the December 2009 exchange offer.

The loss from continuing operations was $75.9 million for the year ended December 31, 2009 and compared to a loss of $317.9 million for the year ended December 31, 2008. In addition to the items outlined above, in 2009, the Company experienced a $25.4 million increase in FDIC deposit insurance and a $9.2 million increase in charges associated with foreclosed and repossessed assets, when compared to 2008.

Income from discontinued operations, net of taxes, totaled $0.3 million for the year ended December 31, 2009 related to contingent consideration within the respective sales contract for Webster Insurance. A $3.1 million loss from discontinued operations was recognized in 2008 and was related to losses recognized on the sales of Webster Insurance and Webster Risk Services.

Net interest income decreased 2.21% from 2008 to $494.6 million for the year ended December 31, 2009. Average total interest earning assets increased by $437 million in 2009 compared to 2008 while average yields declined by 90 basis points, and average total interest bearing liabilities increased by only $214 million in 2009 compared to 2008 while average costs declined by 76 basis points, respectively.

Non-interest income for the year ended December 31, 2009 increased $215.2 million to $187.1 million when compared to the net loss reported for the year ended December 31, 2008. The increase in non-interest income is

 

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due primarily to the $190.8 million decrease in other-than-temporary impairment charges and the $24.3 million gain on the exchange of trust preferred securities for common stock in 2009, offset by a $7.7 million increase in net losses on the sale of investment securities.

Non-interest expenses decreased $167.8 million to $507.4 for the year ended December 31, 2009 when compared to the year ended December 31, 2008. The decrease is primarily due to the $198.4 million goodwill impairment charge taken in 2008 offset by the increase in FDIC deposit insurance assessments and an increase in write-downs and expenses associated with foreclosed and repossessed assets.

Net Interest Income

Net interest income, the difference between interest earned on interest-earning assets and interest expense incurred on deposits and borrowings, totaled $494.6 million for the year ended December 31, 2009, compared to $505.8 million for the year ended December 31, 2008, a decrease of $11.2 million. Average interest-earning assets grew by 2.5% to $16.2 billion at December 31, 2009 from $15.8 billion at December 31, 2008 while average interest-bearing liabilities also grew 1.3% to $15.5 billion at December 31, 2009 from $15.3 billion at December 31, 2008. Despite the increase in growth in interest-earning assets to interest-bearing liabilities, the net interest margin declined by 15 basis points to 3.13% for the year ended December 31, 2009 from 3.28% for the year ended December 31, 2008. The yield on interest-earning assets declined by 90 basis points for the year ended December 31, 2009 while the cost of interest-bearing liabilities declined 76 basis points for the year ended December 31, 2009.

The decline in yields in certain asset classes within the loan portfolio reflects the effects that the 400 basis point reductions made by the Federal Reserve during 2008 had in 2009 on the floating rate home equity lines, commercial real estate (“CRE”) and commercial and industrial (“C&I”) interest bearing assets. At December 31, 2009 approximately 71.2% of Webster’s CRE portfolio and 91.5% of its C&I portfolio were floating rate assets, while 94.4% of the equipment finance portfolio was fixed rate. The decline in yields was also impacted by the reduction in interest earned due to an increase in non-accruing loans. Webster’s total non-performing assets increased to $402.0 million at December 31, 2009 in comparison with $263.2 million at December 31, 2008, with C&I, commercial real estate, and 1-4 family residential representing $128.9 million of the $138.8 million increase. The majority of the increase was a result of commercial real estate loans along with 1-4 family residential loans that reflect the continuing challenge of the residential housing market as well as the deterioration of economic conditions of the market in general.

Since net interest income is affected by changes in interest rates, by loan and deposit pricing strategies, competitive conditions, the volume and mix of interest-earning assets and interest-bearing liabilities as well as the level of non-performing assets, Webster manages the risk of changes in interest rates on its net interest income through an Asset/Liability Management Committee and through related interest rate risk monitoring and management policies. See “Asset/Liability Management and Market Risk” for further discussion of Webster’s interest rate risk position.

Interest Income

Interest income decreased $123.9 million, or 14.3%, to $745.3 million for the year ended December 31, 2009 as compared to 2008. The decrease in the average yield of 90 basis points was partially offset by an increase in average interest earning assets of $436.9 million. The average loan portfolio, excluding loans held for sale, decreased by $1.0 billion for the year ended December 31, 2009, or 7.9%, compared to 2008. Average investment securities increased by $1.3 billion for the year ended December 31, 2009, or 43.4%, compared to 2008.

The 90 basis point decrease in the average yield earned on interest-earning assets for the year ended December 31, 2009 to 4.68% compared to 5.58% for 2008 is a direct result of actions taken by the Federal Reserve in 2008 to lower the federal funds rate by 400 basis points. The federal funds rate remained at 0.25%

 

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throughout 2009 but fell by 184 basis points between 2008 and 2009. The loan portfolio yield decreased 101 basis points to 4.59% for the year ended December 31, 2009 and comprised 72.2% of average interest-earning assets at December 31, 2009 compared to the loan portfolio yield of 5.60% and 80.6% of average interest-earning assets for the year ended December 31, 2008. Additionally, the yield on investment securities was 5.18%, a 38 basis point decrease over 2008.

Interest Expense

Interest expense for the year ended December 31, 2009 decreased $112.8 million, or 31.0%, compared to 2008. The cost of interest-bearing liabilities was 1.61% for the year ended December 31, 2009, a decrease of 76 basis points compared to 2.37% for 2008. The decrease was primarily due to declines in the cost of deposits to 1.38% from 2.08% a year ago, and an increase in average deposits of $1.1 billion compared to 2008 and a 60 basis point decline in the cost of borrowings to 2.85% from 3.45% a year ago as a result of the repayment of $838.6 million in average other borrowings for the year ended December 31, 2009.

Provision for Loan Losses

The provision for loan losses was $303.0 million for the year ended December 31, 2009, an increase of $116.7 million compared to $186.3 million for the year ended December 31, 2008. The increase in the provision is primarily due to increased charge-offs and increased reserve coverage levels given the increase in non-performing loans as well as the general deteriorating economic conditions affecting all of the Company’s loan portfolios. For the year ended December 31, 2009, total net charge-offs were $196.4 million compared to $138.1 million in 2008. See Tables 17 through 23 for information on the allowance for loan losses, net charge-offs and non-performing assets.

Management performs a quarterly review of the loan portfolio and unfunded commitments to determine the adequacy of the allowance for loan losses. Several factors influence the amount of the provision, including loan growth, portfolio composition, credit performance changes in the levels of non-performing loans, net charge-offs and the general economic environment. At December 31, 2009, the allowance for loan losses totaled $341.2 million or 3.09% of total loans compared to $235.3 million or 1.93% at December 31, 2008. See the “Allowance for Loan Losses Methodology” section later in Management’s Discussion and Analysis for further details.

Non-interest Income

Table 5: Non-interest income comparison of 2009 to 2008.

 

      Years ended December 31,     Increase (decrease)  
(In thousands)            2009                 2008         Amount     Percent  

Non-Interest Income:

        

Deposit service fees

   $ 119,421      $ 120,132      $ (711     (0.6 )% 

Loan related fees

     24,890        29,067        (4,177     (14.4

Wealth and investment services

     24,000        28,140        (4,140     (14.7

Mortgage banking activities

     6,901        1,230        5,671        461.1   

Increase in cash surrender value of life insurance policies

     10,629        10,441        188        1.8   

Gain on the exchange of trust preferreds for common stock

     24,336        —          24,336        100.0   

Gain on early extinguishment of subordinated notes

     5,993        —          5,993        100.0   

Net loss on sale of investment securities

     (13,810     (6,094     (7,716     126.6   

Total other-than-temporary impairment losses on securities

     (40,064     (219,277     179,213        (81.7

Portion of the loss recognized in other comprehensive income

     11,587        —          11,587        —     
                                  

Net impairment losses recognized in earnings

     (28,477     (219,277     190,800        (87.0

Other income

     13,225        8,309        4,916        59.2   
                                  

Total non-interest income (loss)

   $ 187,108      $ (28,052   $ 215,160        767.0
                                  

 

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Total non-interest income was $187.1 million for the year ended December 31, 2009, an increase of $215.2 million, or 767%, from the comparable period in 2008. The increase for the year ended December 31, 2009 is primarily attributable to the $190.8 million reduction in other-than-temporary impairment charges, a $24.3 million gain on the exchange of trust preferred securities for common stock, a $6.0 million gain on the early extinguishment of $22.5 million of Webster’s subordinated notes, offset by a $7.7 million increase in net losses on the sale of investment securities.

Deposit Service Fees. Deposit service fees totaled $119.4 million for the year ended December 31, 2009, down $0.7 million from the comparable period in 2008 due to reduced customer overdraft fees and ATM usage.

Loan-Related Fees. Loan-related fees were $24.9 million for the year ended December 31, 2009, a decrease of $4.2 million from the comparable period in 2008 due to a lower volume of prepayment penalties and loan origination volumes for 2009.

Wealth and Investment Services. Wealth and investment services income was $24.0 million for the year ended December 31, 2009, down $4.1 million from the comparable period in 2008, primarily a slow recovery of asset values during 2009 and lower levels of new sales due to market conditions.

Mortgage Banking Activities. Mortgage banking activities were $6.9 million for the year ended December 31, 2009, up $5.7 million from the comparable period in 2008 due to increased mortgage lending activity when compared to results from the year ago period.

Net loss on sale of investment securities. Net losses from the sale of investment securities were approximately $13.8 million for the year ended December 31, 2009, an increase of $7.7 million when compared to the loss of $6.1 million recorded a year ago. Losses on the sale of investment securities are primarily due to management’s intent to reduce the concentration and exposure to other financial service entities.

Other. Other non-interest income was $13.2 million for the year ended December 31, 2009 compared to $8.3 million a year ago.

Non-interest Expense

Table 6: Non-interest expenses comparison of 2009 to 2008.

 

      Years ended December 31,      Increase (decrease)  
(In thousands)            2009              2008      Amount     Percent  

Non-Interest Expenses:

          

Compensation and benefits

   $ 237,074       $ 239,701       $ (2,627     (1.1 )% 

Occupancy

     55,522         53,043         2,479        4.7   

Technology and equipment expense

     60,926         61,155         (229     (0.4

Intangible assets amortization

     5,743         5,939         (196     (3.3

Marketing

     14,469         13,956         513        3.7   

Professional and outside services

     15,015         15,758         (743     (4.7

FDIC deposit insurance assessment

     30,056         4,698         25,358        539.8   

Other expenses

     88,589         82,540         736        1.3   
                                    

Subtotal

     507,394         476,790         30,604        6.4   

Goodwill impairment

     —           198,379         (198,379     100.0   
                                    

Total non-interest expenses

   $ 507,394       $ 675,169       $ (167,775     (24.8 )% 
                                    

 

 

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Total non-interest expenses were $507.4 million for the year ended December 31, 2009 compared to $675.2 million for the comparable period in 2008. The $167.8 million decrease in non-interest expenses is primarily due to the $198.4 million goodwill impairment charge taken in 2008 offset by a $25.4 million increase in FDIC deposit insurance and a $9.2 million increase in foreclosed and repossessed asset expenses and write-downs. The following provides additional discussion on the various components of non-interest expense.

Compensation and benefits. Compensation and benefits were $237.1 million for the year ended December 31, 2009, a decrease of $2.6 million when compared to the $239.7 million for the year ended December 31, 2008. The decrease in compensation and benefits is due to the reduction in workforce from the OneWebster and OneWebster Plus initiatives partially offset by higher medical claims.

Occupancy. Occupancy expenses were $55.5 million for the year ended December 31, 2009, an increase of $2.5 million when compared to the $53.0 million for the year ended December 31, 2008. The increase in occupancy is related to the commencement of operations in the Boston flagship office and new Providence location, higher rental expense, increased utilities and increased maintenance.

Deposit insurance. The FDIC deposit insurance assessment for the year ended December 31, 2009 was $30.1 million as compared to $4.7 million for the year ended December 31, 2008. The $17.4 million increase is due to the utilization of FDIC premium credits during fiscal 2008 and higher assessment rates effective in 2009. In addition, an $8.0 million special FDIC assessment based upon 5 basis points of Webster’s assets less Tier 1 Capital was paid on September 30, 2009 in connection with the FDIC’s final rule dated May 22, 2009.

Other expenses. Other expenses were $88.6 million for the year ended December 31, 2009, an increase of $6.0 million when compared to the $82.5 million for the year ended December 31, 2008. The increase is primarily due to an increase in foreclosed and repossessed asset expenses and write downs. The combined $9.2 million increase in write-downs and expenses for the foreclosed and repossessed assets is due to the increase in foreclosure activity resulting in higher property holding costs as well as declining asset values primarily in repossessed equipment, given an excess of supply and limited demand in the market that resulted in the write-downs to realizable value. These increases were partially offset by a reduction of severance and other costs of $3.9 million.

Discontinued Operations

For the year ended December 31, 2009, income from discontinued operations was $0.3 million, an increase of $3.4 million from the $3.1 million loss from discontinued operations recognized for the year ended December 31, 2008. The $3.4 million increase in income from discontinued operations is related to the sale of Webster Insurance and Webster Risk Services in 2008. Activity for the year ended December 31, 2009 represents the completion of earn-out contracts associated with the 2008 revenues.

Income Taxes

During 2009, Webster recognized an income tax benefit of $52.7 million on its $128.6 million pre-tax loss applicable to continuing operations that year, reflecting a 41.0% effective tax-benefit rate. In 2008, Webster recognized an income tax benefit of $65.8 million on the $383.7 million pre-tax loss applicable to continuing operations, reflecting a 17.2% effective tax-benefit rate.

Webster’s 2009 tax benefit was impacted by certain losses characterized as capital in nature for U.S. corporation income tax purposes, for which a deferred tax asset valuation allowance was recognized, decreasing the tax benefit by $4.4 million. Webster’s 2009 tax benefit was reduced by another $1.9 million as a result of restrictions imposed on the tax-deductibility of executive compensation due to its participation in the U.S. Treasury’s Capital Purchase Program. Partially offsetting the effects of the items noted above is the non-taxable, $3.6 million fair-value adjustment applicable to warrants included in Webster’s 2009 non-interest income, the tax expense on which otherwise would have been $1.2 million.

 

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Webster’s 2008 tax benefit was impacted significantly by certain components of its loss that resulted in no tax benefit that otherwise would have increased it by $80 million. Those loss items resulting in no tax benefit pertained to substantially all of the $198 million goodwill impairment (tax benefit of $69 million otherwise) and certain losses characterized as capital for U.S. tax purposes (tax benefit of $11 million otherwise).

For more information on Webster’s income taxes, including its deferred tax assets and valuation allowance, see Note 9 – Income Taxes in the Notes to Consolidated Financial Statements included elsewhere within this report.

Business Segment Results

Webster’s operations are divided into four business segments that represent its core businesses—Commercial Banking, Retail Banking, Consumer Finance and Other. Other currently includes Health Savings Accounts (HSA) and Government and Institutional Banking. These segments reflect how executive management responsibilities are assigned by the chief executive officer for each of the core businesses, the products and services provided, and the type of customer served, and they reflect the way that financial information is currently evaluated by management. The Company’s Treasury activities are included in Corporate and Reconciling category along with the results of discontinued operations and the amounts required to reconcile profitability metrics to GAAP reported amounts. As of January 1, 2009, executive management realigned its business segment balances transferring the equipment finance, wealth management and insurance premium finance operating units from the Other reporting segment to the Commercial Banking reporting segment to reflect the realignment of responsibilities. In addition, certain support functions were realigned within the corporate function. See Note 22 – Business Segments in the Notes to the Consolidated Financial Statements contained elsewhere within this report for further information. The Company intends to restructure its reporting segments in 2011 to reflect recently announced reporting changes. Such changes will include, among others, the combination of Government and Institutional Banking with Commercial Banking and the separation of Webster Financial Advisors from Commercial Banking to Other.

Webster’s business segments results are intended to reflect each segment as if it were a stand-alone business. The following tables present the results for Webster’s business segments for years ended December 31, 2010, 2009, and 2008 and incorporate the allocation of the increased provision for loan losses, other-than-temporary impairment charges and income tax expense (benefit) to each of Webster’s business segments for the periods then ended:

Table 7: Business Segment Performance Summary of net income (loss) for the years ended December 31,

 

(In thousands)    2010     2009 (a)     2008 (a)  

Net Income (Loss)

      

Commercial Banking

   $ 30,847      $ (51,228   $ (95,674

Retail Banking

     6,757        (20,079     25,810   

Consumer Finance

     (26,779     (52,088     (179,029

Other

     13,221        2,343        (1,669
                          

Total reportable segments

     24,046        (121,052     (250,562

Corporate and reconciling items

     50,269        45,420        (70,405
                          

Net income (loss) attributable to Webster Financial Corporation

   $ 74,315      $ (75,632   $ (320,967
                          

 

(a) Reclassified to conform to the 2010 presentation.

Webster uses an internal profitability reporting system to generate information by operating segment, which is based on a series of management estimates and allocations regarding funds transfer pricing, the provision for loan losses, non-interest expense and income taxes. These estimates and allocations, certain of which are subjective in nature, are continually being reviewed and refined. Changes in estimates and allocations that affect the reported results of any operating segment do not affect the consolidated financial position or results of operations of Webster as a whole.

 

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The Company uses a matched maturity funding concept, also known as coterminous funds transfer pricing (“FTP”), to allocate interest income and interest expense to each business while also transferring the primary interest rate risk exposures to the “Other” business segment. The allocation process considers the specific interest rate risk and liquidity risk of financial instruments and other assets and liabilities in each line of business. The “matched maturity funding concept” basically considers the origination date and the earlier of the maturity date or the repricing date of a financial instrument to assign an FTP rate for loans and deposits originated each day. Loans are assigned an FTP rate for funds “used” and deposits are assigned an FTP rate for funds “provided”. From a governance perspective, this process is executed by the Company’s Financial Planning and Analysis division and the process is overseen by the Company’s Asset-Liability Committee.

As of January 1, 2010, Webster began attributing the provision for loan losses to each segment based on management’s estimate of the inherent loss content in each of the specific loan portfolios. Provision expense for certain elements of risk that are not deemed specifically attributable to a business segment, such as environmental factors, are shown as other reconciling items. For the year ended December 31, 2010, 98.3% of the provision expense is specifically attributable to business segments and reported accordingly. The 2009 and 2008 segment Performance Summaries have been adjusted for comparability to the 2010 Performance Summary.

Webster allocates a majority of non-interest expenses to each business segment using a full-absorption costing process. Direct and indirect costs are analyzed and pooled by process and assigned to the appropriate business segment and corporate overhead costs are allocated to the business segments. Income tax expense is allocated to each business segment based on the effective income tax rate for the period shown.

The full profitability measurement reports which are prepared for each operating segment reflect non-GAAP reporting methodologies. The difference between these report based measures are reconciled to GAAP values in the reconciling amounts column.

Commercial Banking

The Commercial Banking segment includes middle market, asset-based lending, commercial real estate, equipment finance, and wealth management. Webster sold its insurance premium financing subsidiary on November 2, 2009.

Table 8: Commercial Banking results for the years ended December 31,

 

(In thousands)    2010      2009 (a)     2008 (a)  

Net interest income

   $ 128,598       $ 121,481      $ 120,359   

Provision for loan losses

     28,931         137,308        115,092   
                           

Net interest income after provision

     99,667         (15,827     5,267   

Non-interest income

     37,063         35,109        36,293   

Non-interest expense

     100,286         106,099        97,915   

Write-down of goodwill

     —           —          48,988   
                           

Income (loss) before income taxes

     36,444         (86,817     (105,343

Income tax expense (benefit)

     5,597         (35,589     (9,669
                           

Net income (loss)

   $ 30,847       $ (51,228   $ (95,674
                           

Total assets at period end

   $ 4,271,414       $ 4,308,811      $ 4,989,415   
                           

Total loans at period end

     4,272,285         4,327,838        4,978,966   
                           

Total deposits at period end

     832,314         663,235        444,956   
                           

 

(a) Reclassified to conform to the 2010 presentation.

 

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Table of Contents

Net interest income increased $7.1 million in 2010 compared to 2009. The increase is primarily due to an increase in loan originations and higher interest rates on renewals. The provision for loan losses decreased $108.4 million in 2010 compared to 2009. The decrease in the provision is primarily due to management’s perspective regarding the level of inherent losses in this segment’s existing book of business and management’s belief that the overall reserve levels are adequate. Non-interest income increased $2.0 million in 2010 compared to 2009, reflecting increased customer volume which has resulted in an increase in cash management, loan and investment fees. Non-interest expense decreased $5.8 million in 2010 compared to 2009, due to cost reductions in the equipment finance business, reduced costs due to the sale of the insurance premium financing subsidiary (BIC) in November 2009, and greater deferred compensation costs from increased loan originations. Total loans in the commercial banking segment fell to $4.3 billion at December 31, 2010. The decline reflects the Company’s efforts to focus on lending primarily within the region from Westchester County, New York to Boston and reduced emphasis on equipment finance and asset based lending, which had previously been done on a national basis, toward a primarily regional focus. The Company continued to formalize its regional banking strategy in 2010, identifying an Executive Vice President to lead middle market lending and the regional president model in addition to hiring six new business bankers within the core footprint. The Company saw middle market originations of $480.2 million in 2010 and a corresponding net increase of $234.2 million of deposits, as relationship banking was emphasized. Total deposits increased $169.1 million for the year ended December 31, 2010, compared to December 31, 2009. The increase reflects an increase in new and existing customer deposit activity.

Net interest income increased $1.1 million in 2009 compared to 2008. The increase is primarily due to an increase in loan renewals and higher interest rates on such renewals. The provision for loan losses increased $22.2 million in 2009 compared to 2008. The increase in the provision is primarily due to management’s perspective regarding the level of inherent losses in this segment’s existing book of business and management’s belief that the overall reserve levels are adequate. Non-interest income decreased $1.2 million in 2009 compared to 2008, reflecting weak business demand. Non-interest expense increased $8.2 million in 2009 compared to 2008, attributable to increased charges for corporate technology, administration and other overhead costs. Total deposits increased $218.3 million for the year ended December 31, 2009, compared to December 31, 2008. The increase reflects an increase in new and existing customer deposit activity.

Retail Banking

Included in the Retail Banking segment is retail, business and professional banking, and investment services.

Table 9: Retail Banking results for the years ended December 31,

 

(In thousands)    2010      2009 (a)     2008 (a)  

Net interest income

   $ 211,818       $ 156,030      $ 185,966   

Provision for loan losses

     10,223         20,264        2,840   
                           

Net interest income after provision

     201,595         135,766        183,126   

Non-interest income

     107,761         118,793        125,423   

Non-interest expense

     301,373         288,586        277,393