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WEBSTER FINANCIAL CORP - Quarter Report: 2022 June (Form 10-Q)


UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 
_______________________________________________________________________________
FORM 10-Q
_________________________________________________________________________________________________________________________________________-___________________________________________________________________________________________________
Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the quarterly period ended June 30, 2022
or
Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the transition period from ____ to ____
Commission File Number: 001-31486
_______________________________________________________________________________________
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.)
200 Elm Street, Stamford, Connecticut 06902
(Address and zip code of principal executive offices)
(203) 578-2202
(Registrant's telephone number, including area code)
______________________________________________________________________________
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading SymbolsName of each exchange on which registered
Common Stock, par value $0.01 per shareWBSNew York Stock Exchange
Depositary Shares, each representing 1/1000th interest in a shareWBS-PrFNew York Stock Exchange
of 5.25% Series F Non-Cumulative Perpetual Preferred Stock
Depositary Shares, each representing 1/40th interest in a shareWBS-PrGNew York Stock Exchange
of 6.50% Series G Non-Cumulative Perpetual Preferred Stock
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    ☐  No
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). ☒  Yes    ☐  No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.
Large Accelerated Filer
Accelerated filer
Non-accelerated filer
Smaller reporting company
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ☐ Yes   ☒ No
At July 29, 2022, the number of shares of common stock, par value $.01 per share, outstanding was 175,833,610.



INDEX
  Page No.
Key to Acronyms and Terms
Forward-Looking Statements
Item 1.
Item 2.
Item 3.
Item 4.
Item 1.
Item 1A.
Item 2.
Item 3.
Item 4.
Item 5.
Item 6.
Exhibits



i


WEBSTER FINANCIAL CORPORATION AND SUBSIDIARIES
KEY TO ACRONYMS AND TERMS
ACLAllowance for credit losses
Agency CMBSAgency commercial mortgage-backed securities
Agency CMO
Agency collateralized mortgage obligations
Agency MBS
Agency mortgage-backed securities
ALCO
Asset/Liability Committee
(AOCL) AOCI
Accumulated other comprehensive (loss) income
ASC
Accounting Standards Codification
ASU
Accounting Standards Update
Basel III
Capital rules under a global regulatory framework developed by the Basel Committee on Banking Supervision
BendBend Financial, Inc.
BHC Act
Bank Holding Company Act of 1956, as amended
CECLCurrent expected credit losses
CET1 capital
Common Equity Tier 1 Capital, defined by Basel III capital rules
CFPBConsumer Financial Protection Bureau
CLO
Collateralized loan obligations
CMBS
Non-agency commercial mortgage-backed securities
COVID-19Coronavirus
DTADeferred tax asset
EADExposure at default
FASB
Financial Accounting Standards Board
FDIC
Federal Deposit Insurance Corporation
FHLB
Federal Home Loan Bank
FICO
Fair Isaac Corporation
FRB
Federal Reserve Bank
FTP
Funds Transfer Pricing, a matched maturity funding concept
GAAP
U.S. Generally Accepted Accounting Principles
Holding Company
Webster Financial Corporation
HSAHealth savings account
HSA Bank
HSA Bank, a division of Webster Bank, National Association
LGDLoss given default
LIBORLondon Interbank Offered Rate
LIHTCLow income housing tax credit
Moody'sMoody's Investor Services
NAVNet asset value
OCCOffice of the Comptroller of the Currency
OREOOther real estate owned
PCDPurchased credit deteriorated
PDProbability of default
PPNRPre-tax, pre-provision net revenue
PPPSmall Business Administration Paycheck Protection Program
ROURight-of-use
S&PStandard and Poor's Rating Services
SALTState and local tax
SECUnited States Securities and Exchange Commission
SERPSupplemental executive defined benefit retirement plan
SOFRSecured overnight financing rate
SterlingSterling Bancorp, collectively with its consolidated subsidiaries
TDRTroubled debt restructuring, defined in ASC 310-40 "Receivables - Troubled Debt Restructurings by Creditors"
Webster Bank or the BankWebster Bank, National Association, a wholly-owned subsidiary of Webster Financial Corporation
Webster or the CompanyWebster Financial Corporation, collectively with its consolidated subsidiaries

ii


WEBSTER FINANCIAL CORPORATION AND SUBSIDIARIES
FORWARD-LOOKING STATEMENTS
This Quarterly Report on Form 10-Q contains "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. 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, these words are not the exclusive means of identifying such statements. Examples of forward-looking statements include, but are not limited to:
projections of revenues, expenses, income or loss, earnings or loss per share, allowance for credit losses (ACL), expense savings, and other financial items;
statements of plans, objectives, and expectations of Webster Financial Corporation (Webster) or its management or Board of Directors;
statements of future economic performance; and
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 our actual results to differ from those discussed in any forward-looking statements include, but are not limited to:
our ability to successfully integrate the operations of Webster and Sterling Bancorp (Sterling) and realize the anticipated benefits of the merger, including our ability to successfully complete our core conversion in the anticipated timeframe and the consolidation of our corporate real estate;
our ability to successfully execute our business plan and strategic initiatives, and manage any risks or uncertainties;
local, regional, national, and international economic conditions, and the impact they may have on us or our customers;
volatility and disruption in national and international financial markets, including as a result of geopolitical conflict, such as the war between Russia and Ukraine;
the potential adverse effects of the ongoing novel coronavirus (COVID-19) pandemic, or other unusual and infrequently occurring events, and any governmental or societal responses thereto;
changes in laws and regulations, including those concerning banking, taxes, dividends, securities, insurance, and healthcare, with which we and our subsidiaries must comply;
adverse conditions in the securities markets that lead to impairment in the value of our investment securities and goodwill;
inflation, monetary fluctuations, and changes in interest rates, including the impact of such changes on economic conditions, customer behavior, funding costs, and our loans and leases and securities portfolios;
the replacement of and transition from the London Interbank Offered Rate (LIBOR) to the Secured Overnight Financing Rate (SOFR) as the primary interest rate benchmark;
the timely development and acceptance of new products and services, and the perceived value of those products and services by customers;
changes in deposit flows, consumer spending, borrowings, and savings habits;
our ability to implement new technologies and maintain secure and reliable technology systems;
the effects of any cyber threats, attacks or events, or fraudulent activity;
performance by our counterparties and vendors;
our ability to increase market share and control expenses;
changes in the competitive environment among banks, financial holding companies, and other traditional and non-traditional financial services providers;
changes in the level of non-performing assets and charge-offs;
changes in estimates of future reserve requirements based upon the periodic review thereof under relevant regulatory and accounting requirements;
the effect of changes in accounting policies and practices applicable to us, including impacts of recently adopted accounting guidance;
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
our ability to appropriately address any environmental, social, governmental, and sustainability concerns that may arise from our business activities.
Any forward-looking statement in this Quarterly Report on Form 10-Q speaks only as of the date on which it is made. Factors or events that could cause Webster's actual results to differ may emerge from time to time, and it is not possible for us to predict all of them. Webster 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.
iii


PART I – FINANCIAL INFORMATION
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Introduction
This discussion and analysis provides information that management believes is necessary to understand Webster's financial condition, changes in financial condition, results of operations, and cash flows for the three and six months ended June 30, 2022, as compared to 2021. The following should be read in conjunction with the Company's Consolidated Financial Statements, and accompanying Notes thereto, for the year ended December 31, 2021, included in Webster Financial Corporation's Annual Report on Form 10-K filed with the United States Securities and Exchange Commission (SEC) on February 25, 2022, and in conjunction with the Condensed Consolidated Financial Statements, and accompanying Notes thereto, included in Part I - Item 1. Financial Statements. The results of operations for the three and six months ended June 30, 2022, are not necessarily indicative of the future results that may be attained for the entire year or other interim periods.
Executive Summary
Nature of Operations
Webster Financial Corporation (the Holding Company) is a bank holding company and financial holding company under the Bank Holding Company Act of 1956, as amended (BHC Act), incorporated under the laws of Delaware in 1986, and headquartered in Stamford, Connecticut. Webster Bank, National Association (Webster Bank) is the principal consolidated subsidiary of Webster Financial Corporation. Webster Bank, and its HSA Bank division (HSA Bank), deliver a wide range of banking, investment, and financial services to individuals, families, and businesses. Webster Bank serves consumer and business customers with mortgage lending, financial planning, trust, and investment services through a distribution network consisting of banking centers, ATMs, a customer care center, and a full range of web and mobile-based banking services throughout the northeastern U.S. from New York to Massachusetts, with certain businesses operating in extended geographies. Webster Bank also offers equipment financing, warehouse lending, commercial real estate lending, asset-based lending, and treasury management solutions. HSA Bank is a leading provider of health savings accounts (HSAs), and delivers health reimbursement arrangements and flexible spending and commuter benefit account administration services to employers and individuals in all 50 states.
Business Developments
On January 31, 2022, Webster completed its previously announced merger with Sterling in an all-stock transaction valued at $5.2 billion. The merger expanded Webster's geographic footprint and combined two complementary organizations to create one of the largest commercial banks in the northeastern U.S. At June 30, 2022, the combined company had $67.6 billion in assets, $45.6 billion in loans and leases, and $53.1 billion in deposits, and operated 202 financial centers throughout southern New England and metro and suburban New York. In addition, on February 18, 2022, Webster acquired 100% of the equity interests of Bend Financial, Inc. (Bend), a cloud-based platform solution provider for HSAs, in exchange for cash. The Bend acquisition accelerates Webster’s efforts underway to deliver enhanced user experiences at HSA Bank. Financial results for historical reporting periods reflect only the results of Webster's operations prior to the corresponding merger or acquisition.
The successful integration of Webster’s and Sterling’s operations depends on the Company’s ability to successfully consolidate business operations, management teams, corporate cultures, operating systems, and controls procedures, and eliminate costs and redundancies. Noteworthy accomplishments as of June 30, 2022, include the rebranding of branches and digital assets, the coordination of credit policies and procedures, the selection of certain key operating systems and the completed consolidation of mortgage servicing, payroll, and treasury platforms, the finalization of governance and executive management structures, the establishment of a corporate responsibility office to oversee community engagement, philanthropy, and sustainability, and the launch of culture-shaping offsite workshops, which have been attended by the Company’s senior leaders and managers, with a planned rollout to the entirety of employees in the second half of 2022. Key operating systems and process integration activities are ongoing, and Webster remains well-positioned to successfully execute its core conversion targeted for mid-2023.
In addition, during the second quarter of 2022, Webster developed and launched a corporate real estate consolidation strategy, in which the Company has arranged to close 14 locations, primarily throughout New York and Connecticut, in order to reduce its corporate facility square footage by approximately 45% by the end of the year. During the three months ended June 30, 2022, Webster recognized $23.1 million in right-of-use (ROU) asset impairment charges and a combined $7.7 million in related exist costs and accelerated depreciation on property and equipment, related to this corporate real estate consolidation strategy.
Furthermore, in connection with the Sterling merger, Webster re-evaluated its strategic priorities as a combined organization, which resulted in modifications to the Company's strategic initiatives that were announced in December 2020. As a result, the Company released $4.1 million from its previously recorded severance accrual during the first half of 2022, with a corresponding adjustment to earnings.
1


Additional information regarding Webster's mergers and acquisitions and related integration initiatives can be found within Note 2: Mergers and Acquisitions in the Notes to Condensed Consolidated Financial Statements contained in Part I - Item 1. Financial Statements.
Results of Operations
The following table summarizes selected financial highlights and key performance indicators:
 At or for the three months ended June 30,At or for the six months ended June 30,
(In thousands, except per share and ratio data)2022202120222021
Income and performance ratios:
Net income$182,311 $94,035 $165,564 $202,113 
Net income available to common shareholders178,148 92,066 157,970 198,175 
Earnings per diluted common share1.00 1.01 0.97 2.19 
Return on average assets (annualized)1.10 %1.12 %0.55 %1.21 %
Return on average tangible common shareholders' equity (annualized) (non-GAAP)14.50 14.26 7.11 15.51 
Return on average common shareholders' equity (annualized)9.09 11.63 4.42 12.63 
Non-interest income / total revenue19.90 24.77 20.34 25.16 
Asset quality:
Allowance for credit losses on loans and leases$571,499 $307,945 $571,499 $307,945 
Non-performing assets (1)
250,242 123,497 250,242 123,497 
Allowance for credit losses on loans and leases / total loans and leases1.25 %1.43 %1.25 %1.43 %
Net charge-offs (recoveries) / average loans and leases (annualized)0.09 (0.02)0.09 0.04 
Non-performing loans and leases / total loans and leases (1)
0.54 0.56 0.54 0.56 
Non-performing assets / total loans and leases plus OREO (1)
0.55 0.57 0.55 0.57 
Allowance for credit losses on loans and leases / non-performing loans and leases (1)
230.88 255.05 230.88 255.05 
Other ratios:
Tangible equity (non-GAAP)8.12 %8.35 %8.12 %8.35 %
Tangible common equity (non-GAAP)7.68 7.91 7.68 7.91 
Tier 1 risk-based capital11.65 12.30 11.65 12.30 
Total risk-based capital13.91 13.70 13.91 13.70 
CET1 risk-based capital11.09 11.66 11.09 11.66 
Shareholders' equity / total assets11.83 9.86 11.83 9.86 
Net interest margin3.28 2.82 3.24 2.87 
Efficiency ratio (non-GAAP)45.25 56.64 46.82 57.56 
Equity and share related:
Common equity$7,713,809 $3,184,668 $7,713,809 $3,184,668 
Book value per common share43.82 35.15 43.82 35.15 
Tangible book value per common share (non-GAAP)28.31 28.99 28.31 28.99 
Common stock closing price42.15 53.34 42.15 53.34 
Dividends and equivalents declared per common share0.40 0.40 0.80 0.80 
Common shares outstanding176,041 90,594 176,041 90,594 
Weighted-average common shares outstanding - basic175,845 90,027 161,698 89,918 
Weighted-average common shares outstanding - diluted175,895 90,221 161,785 90,164 
(1)Non-performing asset balances and related asset quality ratios exclude the impact of net unamortized (discounts)/premiums and net unamortized deferred (costs)/fees on loans and leases.
Non-GAAP Financial Measures
The non-GAAP financial measures identified in the preceding table provide both management and investors with information useful in understanding Webster's financial position, results of operations, the strength of its capital position, and overall business performance. These measures are used by management for internal planning and forecasting purposes, as well as by securities analysts, investors, and other interested parties to assess peer company operating performance. Management believes that this presentation, together with the accompanying reconciliations, provides a complete understanding of the factors and trends affecting Webster's business and allows investors to view its performance in a similar manner.
Tangible book value per common share represents shareholders’ equity less preferred stock and goodwill and other intangible assets (tangible common equity) divided by common shares outstanding at the end of the reporting period. The tangible common equity ratio represents tangible common equity divided by total assets less goodwill and other intangible assets (tangible assets). Both of these measures are used by management to evaluate Webster's capital position. The annualized return
2


on average tangible common shareholders' equity is calculated using net income available to common shareholders, adjusted for the annualized tax-effected amortization of intangible assets, as a percentage of average tangible common equity. This measure is used by management to assess Webster's performance against its peer financial institutions. The efficiency ratio, which represents the costs expended to generate a dollar of revenue, is calculated excluding certain non-operational items in order to measure how well Webster is managing its recurring operating expenses.
These non-GAAP financial measures should not be considered a substitute for GAAP basis financial measures. Because non-GAAP financial measures are not standardized, it may not be possible to compare these with other companies that present financial measures having the same or similar names.
The following tables reconcile non-GAAP financial measures to the most comparable financial measures defined by GAAP:
At June 30,
(Dollars and shares in thousands, except per share data)20222021
Tangible book value per common share:
Shareholders' equity$7,997,788 $3,329,705 
Less: Preferred stock283,979 145,037 
         Goodwill and other intangible assets2,729,551 558,485 
Tangible common shareholders' equity$4,984,258 $2,626,183 
Common shares outstanding176,041 90,594 
Tangible book value per common share$28.31 $28.99 
Tangible common equity ratio:
Tangible common shareholders' equity$4,984,258 $2,626,183 
Total assets67,595,021 33,753,752 
Less: Goodwill and other intangible assets2,729,551 558,485 
Tangible assets$64,865,470 $33,195,267 
Tangible common equity ratio7.68 %7.91 %
3


Three months ended June 30,Six months ended June 30,
(Dollars in thousands)2022202120222021
Return on average tangible common shareholders' equity:
Net income$182,311 $94,035 $165,564 $202,113 
Less: Preferred stock dividends4,163 1,969 7,594 3,938 
Add: Intangible assets amortization, tax-effected6,954 894 11,999 1,794 
Income adjusted for preferred stock dividends
and intangible assets amortization
$185,102 $92,960 $169,969 $199,969 
Income adjusted for preferred stock dividends
and intangible assets amortization (annualized)
$740,408 $371,840 $339,938 $399,938 
Average shareholders' equity$8,125,518 $3,311,406 $7,412,465 $3,282,962 
Less: Average preferred stock283,979 145,037 260,183 145,037 
 Average goodwill and other intangible assets2,733,827 559,032 2,372,554 559,599 
Average tangible common shareholders' equity$5,107,712 $2,607,337 $4,779,728 $2,578,326 
Return on average tangible common shareholders' equity14.50 %14.26 %7.11 %15.51 %
Efficiency ratio:
Non-interest expense$358,227 $187,028 $718,012 $375,010 
Less: Foreclosed property activity(358)(137)(433)(46)
 Intangible assets amortization8,802 1,132 15,189 2,271 
Operating lease depreciation2,425 — 4,057 — 
 Merger-related expenses66,640 17,047 175,135 17,047 
Other expense (1)
(152)1,138 (4,292)10,579 
Non-interest expense$280,870 $167,848 $528,356 $345,159 
Net interest income$486,660 $220,852 $880,908 $444,616 
Add: Tax-equivalent adjustment11,732 2,487 19,890 4,982 
 Non-interest income120,933 72,702 224,968 149,459 
 Other income (2)
3,805 309 6,887 586 
Less: Operating lease depreciation2,425 — 4,057 — 
Income$620,705 $296,350 $1,128,596 $599,643 
Efficiency ratio45.25 %56.64 %46.82 %57.56 %
(1)Other expense (non-GAAP) includes the net charges associated with the strategic initiatives announced in December 2020.
(2)Other income (non-GAAP) includes the taxable equivalent of net income generated from low income housing tax-credit (LIHTC) investments.
4


Net Interest Income
Net interest income is Webster's primary source of revenue, representing 80.1% and 79.7% of total revenue for the three and six months ended June 30, 2022, respectively, and 75.2% and 74.8% of total revenue for the three and six months ended June 30, 2021, respectively. Net interest income is the difference between interest income on interest-earning assets, such as loans and leases and investment securities, and interest expense on interest-bearing liabilities, such as deposits and borrowings, which are used to fund interest-earning assets and other activities. Net interest margin is calculated as the ratio of tax-equivalent net interest income to average interest-earning assets. Tax-equivalent adjustments are determined assuming a statutory federal income tax rate of 21%.
Net interest income and net interest margin are influenced by the volume and mix of interest-earning assets and interest-bearing liabilities, changes in interest rate levels, re-pricing frequencies, contractual maturities, prepayment behavior, and the use of interest rate derivative financial instruments. These factors are affected by changes in economic conditions, which impacts monetary policies, competition for loans and deposits, as well as the extent of interest lost on non-performing assets.
Comparison to Prior Year Quarter
Net interest income increased $265.8 million, or 120.4%, from $220.9 million for the three months ended June 30, 2021, to $486.7 million for the three months ended June 30, 2022. On a fully tax-equivalent basis, net interest income increased $275.1 million. Net interest margin increased 46 basis points from 2.82% for the three months ended June 30, 2021, to 3.28% for the three months ended June 30, 2022. The increase is primarily attributed to the merger with Sterling, and includes net purchase accounting accretion from acquired loans and leases, investment securities, and interest-bearing liabilities.
Average interest-earning assets increased $28.5 billion, or 90.0%, from $31.6 billion for the three months ended June 30, 2021, to $60.1 billion for the three months ended June 30, 2022, primarily due to increases of $22.7 billion and $6.4 billion in average loans and leases and average total investment securities, respectively, which were partially offset by a $0.8 billion decrease in average interest-bearing deposits held at the Federal Reserve Bank (FRB). The average yield on interest-earning assets increased 51 basis points from 2.95% for the three months ended June 30, 2021, to 3.46% for the three months ended June 30, 2022. The increase in interest-earning assets and the increase in average yield were both impacted by the Sterling merger.
Average loans and leases increased $22.7 billion, or 106.0%, from $21.4 billion for the three months ended June 30, 2021, to $44.1 billion for the three months ended June 30, 2022, which was primarily due to the merger with Sterling, as well as loan growth across the commercial non-mortgage and commercial real estate categories. This growth was partially offset by lower Paycheck Protection Program (PPP) loan balances. At June 30, 2022, and 2021, the loan and lease portfolio comprised 73.5% and 67.8% of total average interest-earning assets, respectively. The average yield on loans and leases increased 46 basis points from 3.46% for the three months ended June 30, 2021, to 3.92% for the three months ended June 30, 2022, primarily due to a higher yield on the acquired Sterling loans and leases, net purchase accounting accretion, and higher market rates.
Average total investment securities increased $6.4 billion, or 71.7%, from $8.8 billion for the three months ended June 30, 2021, to $15.2 billion for the three months ended June 30, 2022, primarily due to the merger with Sterling. At June 30, 2022, and 2021, the investment securities portfolio comprised 25.3% and 28.0% of total average interest-earning assets, respectively. The average yield on investment securities increased 9 basis points from 2.13% for the three months ended June 30, 2021, to 2.22% for the three months ended June 30, 2022. The increase was primarily due to the rising interest rate environment and a higher yield on the acquired Sterling investment securities portfolio net of purchase premium amortization.
Average interest-bearing deposits held at the FRB decreased $0.8 billion, or 61.5%, from $1.3 billion for the three months ended June 30, 2021, to $0.5 billion for the three months ended June 30, 2022, primarily due to excess customer liquidity in the prior period as a result of government stimulus and reduced spending. At June 30, 2022, and 2021, interest-bearing deposits held at the FRB comprised 0.81% and 4.02% of total average interest-earning assets, respectively. The average yield on interest-bearing deposits held at the FRB increased 68 basis points from 0.11% for the three months ended June 30, 2021, to 0.79% for the three months ended June 30, 2022, primarily due to higher market rates.
Average interest-bearing liabilities increased $26.8 billion, or 89.5%, from $29.9 billion for the three months ended June 30, 2021, to $56.7 billion for the three months ended June 30, 2022, primarily due to increases of $24.7 billion, $0.5 billion, $1.1 billion, and $0.5 billion, in average total deposits, average federal funds purchased, average Federal Home Loan Bank (FHLB) advances, and average long-term debt, respectively. The average rate on interest-bearing liabilities increased 5 basis points from 0.14% for the three months ended June 30, 2021, to 0.19% for the three months ended June 30, 2022, primarily due to the subordinated debt assumed from Sterling in the merger and the purchase of federal funds in the current period, which were partially offset by customer preferences to hold more liquid, lower cost deposit products.
5


Average total deposits increased $24.7 billion, or 86.0%, from $28.7 billion for the three months ended June 30, 2021, to $53.4 billion for the three months ended June 30, 2022, reflecting increases of $6.6 billion and $18.1 billion in non-interest-bearing deposits and interest-bearing deposits, respectively. The overall increase in deposits was primarily due to the merger with Sterling, as well as the strong liquidity position of both commercial and consumer customers, and HSA growth. At June 30, 2022, and 2021, deposits comprised 94.2% and 96.0% of total average interest-bearing liabilities, respectively. The average rate on deposits increased 2 basis points from 0.07% for the three months ended June 30, 2021, to 0.09% for the three months ended June 30, 2022, primarily due to the rising interest rate environment, which was partially offset by the run-off of time deposits. Time deposits as a percentage of total interest-bearing deposits decreased from 9.6% for the three months ended June 30, 2021, to 6.7% for the three months ended June 30, 2022, primarily due to customer preferences to hold more liquid, lower cost deposit products.
Average federal funds purchased were $0.5 billion for the three months ended June 30, 2022, and had an average rate of 0.93%. There were no average federal funds purchased for the three months ended June 30, 2021. At June 30, 2022, federal funds purchased comprised 0.94% of total average interest-bearing liabilities.
Average FHLB advances increased $1.1 billion, or 735.1%, from $0.1 billion for the three months ended June 30, 2021 to $1.2 billion for the three months ended June 30, 2022, primarily due to short-term funding needs. At June 30, 2022, and 2021, FHLB advances comprised 2.04% and 0.46% of total average interest-bearing liabilities, respectively. The average rate on FHLB advances decreased 44 basis points from 1.52% for the three months ended June 30, 2021, to 1.08% for the three months ended June 30, 2022, primarily due to market rates on new borrowings.
Average long-term debt increased $0.5 billion, or 90.4%, from $0.6 billion for the three months ended June 30, 2021, to $1.1 billion for the three months ended June 30, 2022, primarily due to the merger with Sterling. At both June 30, 2022 and 2021, long-term debt comprised 1.9% of total average interest-bearing liabilities. The average rate on long-term debt increased 16 basis points from 3.22% for the three months ended June 30, 2021, to 3.38% for the three months ended June 30, 2022, primarily due to the subordinated debt assumed from Sterling in the merger.
Comparison to Prior Year to Date
Net interest income increased $436.3 million, or 98.1%, from $444.6 million for the six months ended June 30, 2021, to $880.9 million for the six months ended June 30, 2022. On a fully tax-equivalent basis, net interest income increased $451.2 million. Net interest margin increased 37 basis points from 2.87% for the six months ended June 30, 2021, to 3.24% for the six months ended June 30, 2022. The increase is primarily attributed to the merger with Sterling, and includes net purchase accounting accretion from acquired loans and leases, investment securities, and interest-bearing liabilities.
Average interest-earning assets increased $23.8 billion, or 76.0%, from $31.4 billion for the six months ended June 30, 2021, to $55.2 billion for the six months ended June 30, 2022, primarily due to increases of $18.6 billion and $5.4 billion in average loans and leases and average total investment securities, respectively. The average yield on interest-earning assets increased 39 basis points from 3.01% for the six months ended June 30, 2021, to 3.40% for the six months ended June 30, 2022. The increase in interest-earning assets and the increase in average yield were both impacted by the Sterling merger.
Average loans and leases increased $18.6 billion, or 86.7%, from $21.4 billion for the six months ended June 30, 2021, to $40.0 billion for the six months ended June 30, 2022, which was primarily due to the merger with Sterling, as well as loan growth across the commercial non-mortgage and commercial real estate categories. This growth was partially offset by lower PPP loan balances. At June 30, 2022, and 2021, the loan and lease portfolio comprised 72.5% and 68.4% of total average interest-earning assets, respectively. The average yield on loans and leases increased 40 basis points from 3.51% for the six months ended June 30, 2021, to 3.91% for the six months ended June 30, 2022, primarily due to a higher yield on the acquired Sterling loans and leases, net purchase accounting accretion, and higher market rates.
Average total investment securities increased $5.4 billion, or 61.3%, from $8.9 billion for the six months ended June 30, 2021, to $14.3 billion for the six months ended June 30, 2022, primarily due to the merger with Sterling, as well as the deployment of excess liquidity. At June 30, 2022, and 2021, the investment securities portfolio comprised 25.9% and 28.2% of total average interest-earning assets, respectively. The average yield on investment securities decreased 1 basis points from 2.13% for the six months ended June 30, 2021, to 2.12% for the six months ended June 30, 2022. This was primarily due to the reinvestment of maturing securities at lower yields.
Average interest-bearing liabilities increased $22.3 billion, or 75.3%, from $29.7 billion for the six months ended June 30, 2021, to $52.0 billion for the six months ended June 30, 2022, primarily due to increases of $21.2 billion, $0.3 billion, $0.5 billion, and $0.4 billion in average total deposits, average federal funds purchased, average FHLB advances, and average long-term debt, respectively. The average rate on interest-bearing liabilities increased 1 basis point from 0.15% for the six months ended June 30, 2021, to 0.16% for the six months ended June 30, 2022, primarily due to higher market interest rates and the mix of funding sources.

6


Average total deposits increased $21.2 billion, or 74.3%, from $28.5 billion for the six months ended June 30, 2021, to $49.7 billion for the six months ended June 30, 2022, reflecting increases of $5.7 billion and $15.4 billion in non-interest-bearing deposits and interest-bearing deposits, respectively. The overall increase in deposits was primarily due to the merger with Sterling, as well as the strong liquidity position of retail and commercial customers, and HSA growth. At June 30, 2022, and 2021, deposits comprised 95.4% and 95.9% of total average interest-bearing liabilities, respectively. The average rate on deposits remained flat at 0.08% for the six months ended June 30, 2022, and 2021. Time deposits as a percentage of total interest-bearing deposits decreased from 10.3% for the six months ended June 30, 2021, to 7.0% for the six months ended June 30, 2022, primarily due to customer preferences to hold more liquid, lower cost deposit products.
Average federal funds purchased increased $0.3 billion, or 731.0%, from $32.3 million for the six months ended June 30, 2021, to $0.3 billion for the six months ended June 30, 2022, primarily due to short-term funding needs. At June 30, 2022, and 2021, federal funds purchased comprised 0.52% and 0.11% of total average interest-bearing liabilities, respectively. The average rate on federal funds purchased increased 85 basis points from 0.08% for the six months ended June 30, 2021, to 0.93% for the six months ended June 30, 2022, primarily due to market interest rates.
Average FHLB advances increased $0.5 billion, or 327.92%, from $0.1 billion for the six months ended June 30, 2021, to $0.6 billion for the six months ended June 30, 2022, primarily due short-term funding needs. At June 30, 2022, and 2021, FHLB advances comprised 1.1% and 0.5% of total average interest-bearing liabilities, respectively. The average rate on FHLB advances decreased 43 basis points from 1.52% for the six months ended June 30, 2021, to 1.09% for the six months ended June 30, 2022, primarily due to the maturity of borrowings with higher yields.
Average long-term debt increased $0.4 billion, or 74.3%, from $0.6 billion for the six months ended June 30, 2021, to $1.0 billion for the six months ended June 30, 2022, primarily due to the merger with Sterling. At both June 30, 2022, and 2021, long-term debt comprised 1.9% of total average interest-bearing liabilities. The average rate on long-term debt increased 14 basis points from 3.22% for the six months ended June 30, 2021, to 3.36% for the six months ended June 30, 2022, primarily due to the subordinated debt assumed from Sterling in the merger.
7


The following tables present daily average balances, interest, yield/rate, and net interest margin on a fully tax-equivalent basis:
 Three months ended June 30,
 20222021
(Dollars in thousands)Average
Balance
Interest Income/ExpenseAverage Yield/RateAverage
Balance
Interest Income/ExpenseAverage Yield/Rate
Assets
Interest-earning assets:
Loans and leases (1)
$44,120,698 $436,462 3.92 %$21,413,439 $186,681 3.46 %
Investment securities: (2)
Taxable12,573,908 73,294 2.27 8,106,310 41,299 2.06 
Non-taxable2,591,606 12,664 1.95 728,549 5,283 2.90 
Total investment securities15,165,514 85,958 2.22 8,834,859 46,582 2.13 
FHLB and FRB stock262,695 2,072 3.16 77,292 382 1.98 
Interest-bearing deposits (3)
488,870 980 0.79 1,270,121 347 0.11 
Loans held for sale18,172 0.15 8,898 53 2.37 
Total interest-earning assets60,055,949 $525,479 3.46 %31,604,609 $234,045 2.95 %
Non-interest-earning assets6,016,193 1,901,412 
Total assets$66,072,142 $33,506,021 
Liabilities and Shareholders' Equity
Interest-bearing liabilities:
Demand deposits$13,395,942 $— — %$6,774,206 $— — %
Health savings accounts7,812,313 1,125 0.06 7,446,735 1,650 0.09 
Interest-bearing checking, money market and savings29,486,846 10,165 0.14 12,365,074 1,603 0.05 
Time deposits2,684,914 1,169 0.17 2,114,889 1,841 0.35 
Total deposits53,380,015 12,459 0.09 28,700,904 5,094 0.07 
Securities sold under agreements to repurchase529,786 1,423 1.06 500,638 860 0.68 
Federal funds purchased534,518 1,254 0.93 — — — 
FHLB advances1,156,449 3,164 1.08 138,483 534 1.52 
Long-term debt (2)
1,077,395 8,787 3.38 565,874 4,218 3.22 
Total borrowings3,298,148 14,628 1.79 1,204,995 5,612 1.93 
Total interest-bearing liabilities56,678,163 $27,087 0.19 %29,905,899 $10,706 0.14 %
Non-interest-bearing liabilities1,268,461 288,716 
Total liabilities57,946,624 30,194,615 
Preferred stock283,979 145,037 
Common shareholders' equity7,841,539 3,166,369 
Total shareholders' equity8,125,518 3,311,406 
Total liabilities and shareholders' equity$66,072,142 $33,506,021 
Tax-equivalent net interest income$498,392 $223,339 
Less: Tax-equivalent adjustments(11,732)(2,487)
Net interest income$486,660 $220,852 
Net interest margin (4)
3.28 %2.82 %
(1)Non-accrual loans have been included in the computation of average balances.
(2)For the purposes of our average yield/rate and margin computations, unsettled trades on investment securities and unrealized gain (loss) balances on securities available-for-sale and de-designated senior fixed-rate notes hedges are excluded.
(3)Interest-bearing deposits are a component of cash and cash equivalents on the Condensed Consolidated Statements of Cash Flows included in Part I - Item 1. Financial Statements.
(4)Tax-equivalent net interest margin approximates net interest margin for all periods presented.
8


 Six months ended June 30,
 20222021
(Dollars in thousands)Average
Balance
Interest Income/ExpenseAverage Yield/RateAverage
Balance
Interest Income/ExpenseAverage Yield/Rate
Assets
Interest-earning assets:
Loans and leases (1)
$40,039,437 $785,879 3.91 %$21,447,192 $377,969 3.51 %
Investment securities: (2)
Taxable12,020,675 130,761 2.15 8,129,404 82,243 2.06 
Non-taxable2,277,672 22,466 1.97 732,910 10,616 2.90 
Total investment securities14,298,347 153,227 2.12 8,862,314 92,859 2.13 
FHLB and FRB stock214,792 2,893 2.72 77,461 619 1.61 
Interest-bearing deposits (3)
643,210 1,433 0.44 976,873 523 0.11 
Loans held for sale18,046 33 0.36 11,610 144 2.48 
Total interest-earning assets55,213,832 $943,465 3.40 %31,375,450 $472,114 3.01 %
Non-interest-earning assets5,257,642 1,941,640 
Total assets$60,471,474 $33,317,090 
Liabilities and Shareholders' Equity
Interest-bearing liabilities:
Demand deposits$12,335,504 $— — %$6,606,464 $— — %
Health savings accounts7,786,035 2,212 0.06 7,448,943 3,257 0.09 
Interest-bearing checking, money market and savings26,915,923 15,184 0.11 12,181,295 3,323 0.06 
Time deposits2,614,989 2,462 0.19 2,242,250 4,953 0.45 
Total deposits49,652,451 19,858 0.08 28,478,952 11,533 0.08 
Securities sold under agreements to repurchase553,282 2,379 0.86 479,285 1,482 0.61 
Federal funds purchased268,735 1,254 0.93 32,337 13 0.08 
Other borrowings— — — — — 
FHLB advances586,857 3,220 1.09 137,143 1,047 1.52 
Long-term debt (2)
987,353 15,955 3.36 566,462 8,441 3.22 
Total borrowings2,396,227 22,809 1.93 1,215,227 10,983 1.87 
Total interest-bearing liabilities52,048,678 $42,667 0.16 %29,694,179 $22,516 0.15 %
Non-interest-bearing liabilities1,010,331 339,949 
Total liabilities53,059,009 30,034,128 
Preferred stock260,183 145,037 
Common shareholders' equity7,152,282 3,137,925 
Total shareholders' equity7,412,465 3,282,962 
Total liabilities and shareholders' equity$60,471,474 $33,317,090 
Tax-equivalent net interest income$900,798 $449,598 
Less: Tax-equivalent adjustments(19,890)(4,982)
Net interest income$880,908 $444,616 
Net interest margin (4)
3.24 %2.87 %
(1)Non-accrual loans have been included in the computation of average balances.
(2)For the purposes of our average yield/rate and margin computations, unsettled trades on investment securities and unrealized gain (loss) balances on securities available-for-sale and de-designated senior fixed-rate notes hedges are excluded.
(3)Interest-bearing deposits are a component of cash and cash equivalents on the Condensed Consolidated Statements of Cash Flows included in Part I - Item 1. Financial Statements.
(4)Tax-equivalent net interest margin approximates net interest margin for all periods presented.


9


The following table summarizes the change in net interest income attributable to changes in rate and volume, and reflects net interest income on a fully tax-equivalent basis:
Three months ended June 30,Six months ended June 30,
2022 vs. 2021
Increase (decrease) due to
2022 vs. 2021
Increase (decrease) due to
(In thousands)
Rate (1)
VolumeTotal
Rate (1)
VolumeTotal
Interest on interest-earning assets:
Loans and leases$97,892 $151,889 $249,781 $158,127 $249,784 $407,911 
Investment securities9,481 29,895 39,376 8,976 51,392 60,368 
FHLB and FRB stock774 915 1,689 1,177 1,097 2,274 
Interest bearing-deposits847 (214)633 1,089 (179)910 
Loans held for sale10 (56)(46)(116)(111)
Total interest income$109,004 $182,429 $291,433 $169,374 $301,978 $471,352 
Interest on interest-bearing liabilities:
Health savings accounts$(606)$81 $(525)$(1,193)$147 $(1,046)
Interest-bearing checking, money market, and savings8,464 99 8,563 11,471 391 11,862 
Time deposits(232)(441)(673)(1,254)(1,237)(2,491)
Securities sold under agreements to repurchase514 50 564 669 229 898 
Federal funds purchased1,254 — 1,254 1,147 95 1,242 
Other borrowings— — — — 
FHLB advances(1,289)3,920 2,631 (1,260)3,433 2,173 
Long-term debt445 4,121 4,566 728 6,785 7,513 
Total interest expense$8,550 $7,830 $16,380 $10,309 $9,843 $20,152 
Net change in net interest income$100,454 $174,599 $275,053 $159,065 $292,135 $451,200 
(1)The change attributable to mix, a combined impact of rate and volume, is included with the change due to rate.
Provision for Credit Losses
Comparison to Prior Year Quarter
The provision for credit losses increased $33.7 million, or 156.9%, from a benefit of $21.5 million for the three months ended June 30, 2021, to an expense of $12.2 million for the three months ended June 30, 2022. The increase is primarily attributed to the release of reserves in the prior period as a result of improvements in the forecasted economic outlook and favorable credit trends at June 30, 2021, as the COVID-19 pandemic receded. During the three months ended June 30, 2022, and 2021, total net charge-offs (recoveries) were $9.6 million and $(1.2) million, respectively. The $10.8 million increase is primarily attributed to an increase in net charge-offs in the commercial non-mortgage, commercial real estate, and home equity categories, due to favorable credit performance in the prior period, as the economy benefited from the support of federal stimulus programs.
Comparison to Prior Year to Date
The provision for credit losses increased $248.4 million, or 525.6%, from a benefit of $47.3 million for the six months ended June 30, 2021, to an expense of $201.1 million for the six months ended June 30, 2022. The increase is primarily attributed to the establishment of the initial ACL of $175.1 million for non-purchased credit deteriorated (PCD) loans and leases that were acquired from Sterling, as well as organic loan growth. During the six months ended June 30, 2022, and 2021, total net charge-offs were $18.5 million and $4.2 million, respectively. The $14.3 million increase is primarily attributed to an increase in net charge-offs in the commercial non-mortgage category, partially offset by a decrease in net charge-offs in the commercial real estate and other consumer categories, due to favorable credit performance in the prior period, as the economy benefited from the support of federal stimulus programs.
Additional information regarding the Company's provision for credit losses and ACL can be found under the sections captioned "Loans and Leases" through "Allowance for Credit Losses" contained elsewhere in Part I - Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations.
10


Non-Interest Income
Three months ended June 30,Six months ended June 30,
(Dollars in thousands)2022202120222021
Deposit service fees$51,385 $41,439 $99,212 $81,908 
Loan and lease related fees27,907 7,862 50,586 16,175 
Wealth and investment services11,244 10,087 21,841 19,490 
Mortgage banking activities102 1,319 530 3,961 
Increase in cash surrender value of life insurance policies8,244 3,603 14,976 7,136 
Other income22,051 8,392 37,823 20,789 
Total non-interest income$120,933 $72,702 $224,968 $149,459 
Comparison to Prior Year Quarter
Total non-interest income increased $48.2 million, or 66.3%, from $72.7 million for the three months ended June 30, 2021 to $120.9 million for the three months ended June 30, 2022, due to increases in deposit service fees, loan and lease related fees, wealth and investment services, the cash surrender value of life insurance policies, and other income, the majority of which were primarily driven by the merger with Sterling, partially offset by a decrease in mortgage banking activities.
Deposit service fees increased $10.0 million, or 24.0%, from $41.4 million for the three months ended June 30, 2021 to $51.4 million for the three months ended June 30, 2022, primarily due to the merger with Sterling, as well as higher interchange income from increased debit card spending in the HSA and Consumer Banking segments.
Loan and lease related fees increased $20.0 million, or 255.0%, from $7.9 million for the three months ended June 30, 2021 to $27.9 million for the three months ended June 30, 2022, primarily due to the merger with Sterling, which included $3.1 million of operating lease income, as well as an increase in prepayment penalties, syndication fees, and other loan related fees.
Wealth and investment services increased $1.1 million, or 11.5%, from $10.1 million for the three months ended June 30, 2021 to $11.2 million for the three months ended June 30, 2022, primarily due to the merger with Sterling.
Mortgage banking activities decreased $1.2 million, or 92.3%, from $1.3 million for the three months ended June 30, 2021 to $0.1 million for the three months ended June 30, 2022, primarily due to lower originations for sale, as the Company continues to execute on its strategic decision to originate residential mortgage loans for investment rather than for sale.
The cash surrender value of life insurance policies increased $4.6 million, or 128.8%, from $3.6 million for the three months ended June 30, 2021 to $8.2 million for the three months ended June 30, 2022, primarily due to the additional bank-owned life insurance policies acquired in the merger with Sterling.
Other income increased $13.7 million, or 162.8%, from $8.4 million for the three months ended June 30, 2021 to $22.1 million for the three months ended June 30, 2022, primarily due to higher income from client interest rate derivative activities.
Comparison to Prior Year to Date
Total non-interest income increased $75.5 million, or 50.5%, from $149.5 million for the six months ended June 30, 2021 to $225.0 million for the six months ended June 30, 2022, due to increases in deposit service fees, loan and lease related fees, wealth and investment services, the cash surrender value of life insurance policies, and other income, the majority of which were primarily driven by the merger with Sterling, partially offset by a decrease in mortgage banking activities.
Deposit service fees increased $17.3 million, or 21.1%, from $81.9 million for the six months ended June 30, 2021 to $99.2 million for the six months ended June 30, 2022, primarily due to the merger with Sterling, as well as higher interchange income from increased debit card spending in the HSA and Consumer Banking segments.
Loan and lease related fees increased $34.4 million, or 212.7%, from $16.2 million for the six months ended June 30, 2021 to $50.6 million for the six months ended June 30, 2022, primarily due to the merger with Sterling, which included $5.3 million of operating lease income, as well as an increase in prepayment penalties, syndication fees, and other loan related fees.
Wealth and investment services increased $2.3 million, or 12.1%, from $19.5 million for the six months ended June 30, 2021 to $21.8 million for the six months ended June 30, 2022, primarily due to the merger with Sterling.
Mortgage banking activities decreased $3.5 million, or 86.6%, from $4.0 million for the six months ended June 30, 2021 to $0.5 million for the six months ended June 30, 2022, primarily due to lower originations for sale, as the Company continues to execute on its strategic decision to originate residential mortgage loans for investment rather than for sale.
The cash surrender value of life insurance policies increased $7.9 million, or 109.9%, from $7.1 million for the six months ended June 30, 2021 to $15.0 million for the six months ended June 30, 2022, primarily due to the additional bank-owned life insurance policies acquired in the merger with Sterling.
11


Other income increased $17.0 million, or 81.9%, from $20.8 million for the six months ended June 30, 2021 to $37.8 million for the six months ended June 30, 2022, primarily due to an increase in income due to the impact of the merger with Sterling, higher income from client interest rate derivative activities, and gains on sale of loans not originated for sale.
Non-Interest Expense
Three months ended June 30,Six months ended June 30,
(Dollars in thousands)2022202120222021
Compensation and benefits$187,656 $97,754 $371,658 $205,354 
Occupancy51,593 14,010 70,208 29,660 
Technology and equipment41,498 27,124 96,899 55,640 
Intangible assets amortization8,802 1,132 15,189 2,271 
Marketing3,441 3,227 6,950 5,731 
Professional and outside services15,332 21,025 69,423 30,801 
Deposit insurance6,748 3,749 11,970 7,705 
Other expense43,157 19,007 75,715 37,848 
Total non-interest expense$358,227 $187,028 $718,012 $375,010 
Comparison to Prior Year Quarter
Total non-interest expense increased $171.2 million, or 91.5%, from $187.0 million for the three months ended June 30, 2021 to $358.2 million for the three months ended June 30, 2022, primarily due to increases in compensation and benefits, occupancy, technology and equipment, intangible assets amortization, deposit insurance, and other expense, all of which were primarily driven by the merger with Sterling, partially offset by a decrease in professional and outside services.
Compensation and benefits increased $89.9 million, or 92.0%, from $97.8 million for the three months ended June 30, 2021 to $187.7 million for the three months ended June 30, 2022, primarily due to a $23.7 million increase in merger-related expenses, particularly as it relates to severance, retention, and executive synergy stock awards, and higher salaries and incentives related to the increase in employees as a result of the merger.
Occupancy increased $37.6 million, or 268.3%, from $14.0 million for the three months ended June 30, 2021 to $51.6 million for the three months ended June 30, 2022, primarily due to the Company's consolidation plan to reduce its corporate facility square footage, which resulted in a $23.1 million ROU asset impairment charge in the second quarter of 2022, and a combined $7.7 million in related exit costs and accelerated depreciation on property and equipment, as well as additional operating lease costs and depreciation related to the acquired Sterling banking centers and corporate offices.
Technology and equipment increased $14.4 million, or 53.0%, from $27.1 million for the three months ended June 30, 2021 to $41.5 million for the three months ended June 30, 2022, primarily due to an increase in technology and equipment service contracts due to the impact of the merger with Sterling.
Intangible assets amortization increased $7.7 million, or 677.6%, from $1.1 million for the three months ended June 30, 2021 to $8.8 million for the three months ended June 30, 2022, due to the additional amortization expense related to the core deposit and customer relationship intangible assets acquired in connection with the Sterling merger and Bend acquisition.
Professional and outside services decreased $5.7 million, or 27.1%, from $21.0 million for the three months ended June 30, 2021 to $15.3 million for the three months ended June 30, 2022, primarily due to a $12.5 million decrease in merger-related expenses, particularly as it relates to advisory, legal, and consulting fees, partially offset by an increase in professional service costs due to the impact of the merger with Sterling.
Deposit insurance increased $3.0 million, or 80.0%, from $3.7 million for the three months ended June 30, 2021 to $6.7 million for the three months ended June 30, 2022, primarily due to an increase in the Company's deposit insurance assessment base resulting from the merger with Sterling.
Other expense increased $24.2 million, or 127.1%, from $19.0 million for the three months ended June 30, 2021 to $43.2 million for the three months ended June 30, 2022, primarily due to an increase in expenses due to the impact of the merger with Sterling, which included $2.4 million of operating lease depreciation, and a $6.6 million increase in merger-related expenses, particularly as it relates to disposals of property and equipment and litigation costs.
Comparison to Prior Year to Date
Total non-interest expense increased $343.0 million, or 91.5%, from $375.0 million for the six months ended June 30, 2021 to $718.0 million for the six months ended June 30, 2022, primarily due to increases in compensation and benefits, occupancy, technology and equipment, intangible assets amortization, professional and outside services, deposit insurance, and other expense, all of which were primarily driven by the merger with Sterling.
12


Compensation and benefits increased $166.3 million, or 81.0%, from $205.4 million for the six months ended June 30, 2021 to $371.7 million for the six months ended June 30, 2022, primarily due to a $65.2 million increase in merger-related expenses, particularly as it relates to severance, retention, and executive synergy stock awards, and higher salaries and incentives related to the increase in employees as a result of the merger, partially offset by a decrease in strategic initiatives charges.
Occupancy increased $40.5 million, or 136.7%, from $29.7 million for the six months ended June 30, 2021 to $70.2 million for the six months ended June 30, 2022, primarily due to the Company's consolidation plan to reduce its corporate facility square footage, which resulted in a $23.1 million ROU asset impairment charge in the second quarter of 2022, and a combined $7.7 million in related exit costs and accelerated depreciation on property and equipment, as well as additional operating lease costs and depreciation related to the acquired Sterling banking centers and corporate offices. These increases were partially offset by a decrease in strategic initiatives charges.
Technology and equipment increased $41.3 million, or 74.2%, from $55.6 million for the six months ended June 30, 2021 to $96.9 million for the six months ended June 30, 2022, primarily due to a $19.9 million increase in merger-related expenses, which included $17.7 million in contract termination costs, and an increase in technology and equipment service contracts due to the impact of the merger with Sterling.
Intangible assets amortization increased $12.9 million, or 568.8%, from $2.3 million for the six months ended June 30, 2021 to $15.2 million for the six months ended June 30, 2022, due to the additional amortization expense related to the core deposit and customer relationship intangible assets acquired in connection with the Sterling merger and Bend acquisition.
Professional and outside services increased $38.6 million, or 125.4%, from $30.8 million for the six months ended June 30, 2021 to $69.4 million for the six months ended June 30, 2022, primarily due to a $32.0 million increase in merger-related expenses, particularly as it relates to advisory, legal, and consulting fees, and an increase in professional service costs due to the impact of the merger with Sterling, partially offset by a decrease in strategic initiative charges.
Deposit insurance increased $4.3 million, or 55.4%, from $7.7 million for the six months ended June 30, 2021 to $12.0 million for the six months ended June 30, 2022, primarily due to an increase in the Company's deposit insurance assessment base resulting from the merger with Sterling.
Other expense increased $37.9 million, or 100.1%, from $37.8 million for the six months ended June 30, 2021 to $75.7 million for the six months ended June 30, 2022, primarily due to an increase in expenses due to the impact of the merger with Sterling, which included $4.1 million of operating lease depreciation, and a $9.6 million increase in merger-related expenses, particularly as it relates to disposals of property and equipment, litigation costs, and transfer taxes.
Income Taxes
Comparison to Prior Year Quarter
Webster recognized income tax expense of $54.8 million and $34.0 million for the three months ended June 30, 2022, and 2021, respectively, reflecting effective tax rates of 23.1% and 26.6%, respectively.
The increase in income tax expense is due to a higher level of pre-tax income recognized during the three months ended June 30, 2022, resulting from the impact of the Company's merger with Sterling. The decrease in the effective tax rate primarily reflects a reduction in merger-related expenses recognized during the three months ended June 30, 2022, that were estimated to be nondeductible for income tax purposes, as compared to the three months ended June 30, 2021, which also reflected a lower level of pre-tax income. The decrease in the effective tax rate also reflects increased tax-exempt income and tax credits, partially offset by the effects of a higher level of pre-tax income and rate of state and local tax (SALT) in 2022 as compared to 2021, resulting from the merger with Sterling.
Comparison to Prior Year to Date
Webster recognized income tax expense of $21.2 million and $64.2 million for the six months ended June 30, 2022, and 2021, respectively, reflecting effective tax rates of 11.4% and 24.1%, respectively.
The decrease in both income tax expense and the effective tax rate primarily reflects the Company's $50.3 million pre-tax loss recognized during the three months ended March 31, 2022, which was driven by the one-time charges incurred as a result of the merger with Sterling. These decreases also reflect the $13.7 million deferred SALT benefit recognized during the three months ended March 31, 2022 associated with the merger with Sterling, of which $9.9 million related to a change in management's estimate about the realizability of its SALT deferred tax assets (DTAs) due to an estimated increase in future taxable income. These effects were partially offset by the effect of $28.4 million of merger-related expenses recognized during the six months ended June 30, 2022 that were estimated to be nondeductible for income tax purposes, as compared to $16.1 million recognized during the six months ended June 30, 2021.
13


At June 30, 2022, and December 31, 2021, Webster recorded a valuation allowance on its DTAs of $29.2 million and $37.4 million, respectively. The $29.2 million at June 30, 2022, reflects a reduction of $9.9 million for the change in estimate discussed above, and includes a $1.7 million valuation allowance related to the Bend acquisition. At June 30, 2022, and December 31, 2021, Webster's gross DTAs included $68.7 million and $64.4 million, respectively, applicable to SALT net operating loss carryforwards that are available to offset future taxable income. The $68.7 million at June 30, 2022, includes $5.6 million related to the Sterling merger and $1.1 million related to the Bend acquisition. Webster's total gross DTAs at June 30, 2022, also included $5.6 million and $0.5 million, respectively, of federal net operating loss and credit carryforwards related to the Sterling merger and Bend acquisition, which are subject to annual limitations on utilization.
The ultimate realization of DTAs is dependent on the generation of future taxable income during the periods in which the net operating loss and credit carryforwards are available. In making its assessment, management considers the Company's forecasted future results of operations, estimates the content and apportionment of its income by legal entity over the near term for SALT purposes, and also applies longer-term growth rate assumptions. Based on its estimates, management believes it is more likely than not that the Company will realize its DTAs, net of the valuation allowance, at June 30, 2022. However, it is possible that some or all of Webster's net operating loss and credit carryforwards could expire unused or that more net operating loss and credit carryforwards could be utilized than estimated, either as a result of changes in future forecasted levels of taxable income or if future economic or market conditions or interest rates were to vary significantly from the Company's forecasts and, in turn, impact its future results of operations.
Additional information regarding Webster's income taxes, including its DTAs, can be found within Note 10: Income Taxes in the Notes to Consolidated Financial Statements contained in Part II - Item 8. Financial Statements and Supplementary Data of the Company's Annual Report on Form 10-K for the year ended December 31, 2021.
Segment Reporting
Webster's operations are organized into three reportable segments that represent its primary businesses: Commercial Banking, HSA Bank, and Consumer Banking. These segments reflect how executive management responsibilities are assigned, how discrete financial information is evaluated, the type of customer served, and how products and services are provided. Segments are evaluated using pre-tax, pre-provision net revenue (PPNR). Certain Treasury activities, along with the amounts required to reconcile profitability metrics to those reported in accordance with GAAP, are included in the Corporate and Reconciling category. Additional information regarding the Company's reportable segments and its segment reporting methodology can be found within Note 16: Segment Reporting in the Notes to Condensed Consolidated Financial Statements contained in Part I - Item 1. Financial Statements.
Effective January 1, 2022, Webster realigned its investment services operations from Commercial Banking to Consumer Banking to better serve its customers and deliver operational efficiencies. Under this realignment, $125.4 million of deposits and $4.3 billion of assets under administration (off-balance sheet) were reassigned from Commercial Banking to Consumer Banking. There was no goodwill reallocation nor goodwill impairment as a result of the reorganization. In addition, the non-interest expense allocation methodology was modified to exclude certain overhead and merger-related costs that are not directly related to segment performance. Prior period results of operations have been recast accordingly to reflect the realignment.
The following is a description of Webster’s three reportable segments and their primary services:
Commercial Banking serves corporate customers with more than $2 million of revenues through its Commercial Real Estate, Business Banking, Capital Finance, Middle Market, Public Sector Finance, Sponsor and Specialty Finance, Mortgage Warehouse Lending, Private Banking, and Treasury Management components.
HSA Bank offers a comprehensive consumer-directed healthcare solution that includes HSAs, health reimbursement arrangements, flexible spending accounts, and commuter benefits. HSAs are used in conjunction with high deductible health plans in order to facilitate tax advantages for account holders with respect to health care spending and savings, in accordance with applicable laws. HSAs are distributed nationwide directly to employers and individual consumers, as well as through national and regional insurance carriers, benefit consultants, and financial advisors. HSA Bank deposits provide long duration, low-cost funding that is used to minimize the Company’s use of wholesale funding in support of its loan growth. In addition, non-interest revenue is generated predominantly through service fees and interchange income.
Consumer Banking serves individual customers and small businesses with less than $2 million of revenues by offering consumer deposits, residential mortgages, home equity lines, secured and unsecured loans, debit and credit card products, and investment services. Consumer Banking operates a distribution network consisting of 202 banking centers and 359 ATMs, a customer care center, and a full range of web and mobile-based banking services, primarily throughout southern New England and the New York Metro and Suburban markets.
14


Commercial Banking
Operating Results:
Three months ended June 30,Six months ended June 30,
(In thousands)2022202120222021
Net interest income$333,421 $140,589 $620,490 $282,075 
Non-interest income49,430 18,378 88,173 36,754 
Non-interest expense102,720 46,275 191,960 92,559 
Pre-tax, pre-provision net revenue$280,131 $112,692 $516,703 $226,270 
Comparison to Prior Year Quarter
Commercial Banking's PPNR increased $167.4 million, or 148.6%, for the three months ended June 30, 2022, as compared to the three months ended June 30, 2021, due to increases in both net interest income and non-interest income, partially offset by an increase in non-interest expense, all of which were primarily driven by the merger with Sterling. The $192.8 million increase in net interest income is primarily attributed to incremental loan and deposit balances acquired from Sterling, loan and deposit growth, and higher interest rates. The $31.1 million increase in non-interest income is primarily attributed to incremental fee income due to the merger, increased client hedging activity, and loan and lease related fees. The $56.4 million increase in non-interest expense is primarily attributed to incremental expenses incurred related to the acquired Sterling commercial business, and costs to support growth within the loan and deposit portfolios.
Comparison to Prior Year to Date
Commercial Banking's PPNR increased $290.4 million, or 128.4%, for the six months ended June 30, 2022 as compared to the six months ended June 30, 2021, due to increases in both net interest income and non-interest income, partially offset by an increase in non-interest expense, all of which were primarily driven by the merger with Sterling. The $338.4 million increase in net interest income is primarily attributed to incremental loan and deposit balances acquired from Sterling, and loan and deposit growth. The $51.4 million increase in non-interest income is primarily attributed to incremental fee income due to the merger, increased client hedging activity, and loan and lease related fees. The $99.4 million increase in non-interest expense is primarily attributed to incremental expenses incurred related to the acquired Sterling commercial business, and costs to support growth within the loan and deposit portfolios.
Selected Balance Sheet and Off-Balance Sheet Information:
(In thousands)At June 30,
2022
At December 31,
2021
Loans and leases$36,635,027 $15,209,515 
Deposits20,501,166 9,519,362 
Assets under administration / management (off-balance sheet)2,266,476 2,869,385 
Loans and leases increased $21.4 billion, or 140.9%, at June 30, 2022 as compared to December 31, 2021, primarily due to the merger with Sterling and growth within the sponsor and specialty line of business. Total portfolio originations for the six months ended June 30, 2022 and 2021 were $6.2 billion and $2.6 billion, respectively. The $3.6 billion increase was primarily attributed to the merger with Sterling, along with increased commercial non-mortgage and commercial real estate originations.
Deposits increased $11.0 billion, or 115.4%, at June 30, 2022 as compared to December 31, 2021, primarily due to the merger with Sterling.
Commercial Banking held $0.6 billion and $0.8 billion in assets under administration and $1.7 billion and $2.1 billion in assets under management at June 30, 2022 and December 31, 2021, respectively. The combined decrease of $602.9 million, or 21.0%, was primarily due to lower valuations in the equity markets during the six months ended June 30, 2022.
15


HSA Bank
Operating Results:
Three months ended June 30,Six months ended June 30,
(In thousands)2022202120222021
Net interest income$49,558 $42,193 $94,135 $84,302 
Non-interest income26,552 26,554 53,510 53,559 
Non-interest expense37,540 32,423 73,949 68,428 
Pre-tax net revenue$38,570 $36,324 $73,696 $69,433 
Comparison to Prior Year Quarter
HSA Bank's pre-tax net revenue increased $2.2 million, or 6.2%, for the three months ended June 30, 2022, as compared to the three months ended June 30, 2021, primarily due to an increase in net interest income, which was partially offset by an increase in non-interest expense. Non-interest income remained flat on a comparative basis. The $7.4 million increase in net interest income is primarily attributed to an increase in the net interest rate spread on deposits and overall deposit growth. The $5.1 million increase in non-interest expense is primarily attributed to incremental expenses from Bend's acquired business, as well as an increase in temporary help, consulting, and travel expenses.
Comparison to Prior Year to Date
HSA Bank's pre-tax net revenue increased $4.3 million, or 6.1%, for the six months ended June 30, 2022, as compared to the six months ended June 30, 2021, primarily due to an increase in net interest income, which was partially offset by an increase in non-interest expense. Non-interest income remained flat on a comparative basis. The $9.8 million increase in net interest income is primarily attributed to an increase in the net interest rate spread on deposits and overall deposit growth. The $5.5 million increase in non-interest expense is primarily attributed to incremental expenses from Bend's acquired business, as well as an increase in temporary help, consulting, and travel expenses.
Selected Balance Sheet and Off-Balance Sheet Information:
(In thousands)At June 30,
2022
At December 31,
2021
Deposits$7,777,853 $7,397,997 
Assets under administration, through linked investment accounts (off-balance sheet)3,277,359 3,718,610 
Deposits increased $379.9 million, or 5.1%, at June 30, 2022 as compared to December 31, 2021, primarily due to an increase in the number of account holders and organic deposit growth, which was partially offset by a decrease in third party administrator deposits. HSA Bank deposits accounted for approximately 14.7% and 24.8% of Webster's total consolidated deposits at June 30, 2022 and December 31, 2021, respectively, with the lower mix driven by the inflow of deposits as a result of the merger with Sterling.
Assets under administration, through linked investment accounts, decreased $441.3 million, or 11.9%, at June 30, 2022 as compared to December 31, 2021, primarily due to lower valuations in the equity markets during the six months ended June 30, 2022, which was partially offset by additional account holders and balances from the acquisition of Bend.
16


Consumer Banking
Operating Results:
Three months ended June 30,Six months ended June 30,
(In thousands)2022202120222021
Net interest income$179,067 $93,075 $315,647 $182,440 
Non-interest income30,784 24,098 58,676 46,970 
Non-interest expense107,312 74,149 203,059 149,460 
Pre-tax, pre-provision net revenue$102,539 $43,024 $171,264 $79,950 
Comparison to Prior Year Quarter
Consumer Banking's PPNR increased $59.5 million, or 138.3%, for the three months ended June 30, 2022 as compared to the three months ended June 30, 2021, due to increases in both net interest income and non-interest income, partially offset by an increase in non-interest expense, all of which were primarily driven by the merger with Sterling. The $86.0 million increase in net interest income is primarily attributed to incremental loan and deposit balances acquired from Sterling, loan and deposit growth, and higher interest rates. The $6.7 million increase in non-interest income is primarily attributed to incremental fee income due to the merger, and increased deposit servicing and loan and lease related fees, which were partially offset by lower mortgage banking activities and investment service fees. The $33.2 million increase in non-interest expense is primarily attributed to incremental expenses incurred related to the acquired Sterling consumer business, which was partially offset by the benefits of costs savings initiatives implemented over the course of 2021.
Comparison to Prior Year to Date
Consumer Banking's PPNR increased $91.3 million, or 114.2%, for the six months ended June 30, 2022 as compared to the six months ended June 30, 2021, due to increases in both net interest income and non-interest income, partially offset by an increase in non-interest expense, all of which were primarily driven by the merger with Sterling. The $133.2 million increase in net interest income is primarily attributed to incremental loan and deposit balances acquired from Sterling, loan and deposit growth, and lower interest paid on deposits. The $11.7 million increase in non-interest income is primarily attributed to incremental fee income due to the merger, and increased deposit servicing and loan and lease related fees, which were partially offset by lower mortgage banking activities and investment service fees. The $53.6 million increase in non-interest expense is primarily attributed to incremental expenses incurred related to the acquired Sterling consumer business, which was partially offset by the benefits of costs savings initiatives implemented over the course of 2021.
Selected Balance Sheet and Off-Balance Sheet Information:
(In thousands)At June 30,
2022
At December 31,
2021
Loans$8,964,922 $7,062,182 
Deposits23,841,133 12,926,302 
Assets under administration (off-balance sheet)7,535,824 4,332,901 
Loans increased $1.9 billion, or 26.9%, at June 30, 2022 as compared to December 31, 2021, primarily due to the merger with Sterling and growth in residential mortgage and home equity loans, partially offset by the forgiveness of PPP loans, and the continued run-off of consumer Lending Club loans. Total portfolio originations for the six months ended June 30, 2022 and 2021 were $1.4 billion and $1.7 billion, respectively. The $0.3 billion decrease was primarily attributed to increased market rates, which resulted in lower residential mortgage loan originations, as well as the cessation of PPP loan originations effective May 31, 2021.
Deposits increased $10.9 billion, or 84.4%, at June 30, 2022 as compared to December 31, 2021, primarily due to the merger with Sterling. Customer preferences for maintaining liquidity resulted in higher balances in small business and consumer transaction accounts, particularly across savings accounts and money markets, as account holders with maturing certificates of deposit migrated to more liquid deposit products.
Consumer Banking held $7.5 billion and $4.3 billion in assets under administration at June 30, 2022, and December 31, 2021, respectively. The $3.2 billion increase was primarily due to the merger with Sterling, partially offset by lower valuations in the equity markets during the six months ended June 30, 2022.
17


Financial Condition
Total assets increased $32.7 billion, or 93.6%, from $34.9 billion at December 31, 2021 to $67.6 billion at June 30, 2022. The change in total assets was primarily attributed to the following:
Total investment securities, net increased $4.8 billion, with increases of $4.4 billion and $349.9 million in the available-for-sale and held-to-maturity portfolios, respectively, primarily due to $4.4 billion of investment securities acquired from Sterling in the merger, all of which were classified as available-for-sale based on Webster's intent at closing, and purchases of held-to-maturity investment securities exceeding paydowns, calls/maturities, and net premium amortization;
Loans and leases increased $23.4 billion, with increases of $21.5 billion and $1.9 billion in the commercial and consumer portfolios, respectively, primarily due to $20.5 billion of gross loans and leases acquired from Sterling in the merger, which included a $317.6 million purchase discount. Webster also originated $7.6 billion of loans and leases during the six months ended June 30, 2022, particularly across the commercial non-mortgage and commercial real estate categories. These increases were partially offset by the forgiveness of PPP loans, net paydowns in home equity loans, and the run-off of consumer Lending Club loans. In addition, Webster recorded $88.0 million and $175.1 million of initial ACL for the PCD and non-PCD loans and leases acquired from Sterling, respectively, which primarily contributed to the $270.3 million increase in the ACL on loans and leases;
Goodwill and other net intangible assets increased a combined $2.2 billion. Goodwill increased $2.0 billion, which reflects the $1.9 billion and $36.0 million recognized in connection with the Sterling merger and Bend acquisition, respectively. The $197.9 million increase in other net intangible assets is due to the $119.1 million core deposit and $94.0 million customer relationship intangible assets acquired from Sterling and Bend, respectively, partially offset by year to date amortization charges; and
Accrued interest receivable and other assets increased $892.9 million, primarily due to $959.5 million of balances acquired from Sterling in the merger. Notable increases include $114.6 million in accrued interest receivable, $60.1 million in alternative investments, $565.9 million in LIHTC investments, and a combined $43.4 million in accounts receivable and prepaid expenses. These increases were partially offset by a decrease of $96.8 million in treasury derivative assets.
Total liabilities increased $28.1 billion, or 89.3%, from $31.5 billion at December 31, 2021 to $59.6 billion at June 30, 2022. The change in total liabilities was primarily attributed to the following:
Total deposits increased $23.2 billion, with increases of $6.5 billion and $16.7 billion in non-interest bearing deposits and interest-bearing deposits, respectively, primarily due to $23.3 billion of deposits assumed from Sterling in the merger;
Securities sold under agreements to repurchase and other borrowings increased $1.1 billion, primarily due to the purchase of $1.2 billion in federal funds during the three months ended June 30, 2022, partially offset by a decrease of $168.5 million in securities sold under agreements to repurchase;
Long-term debt increased $513.6 million, primarily due to $499.0 million aggregate par value of subordinated notes assumed from Sterling in the merger, adjusted for a $17.9 million purchase premium, which is being amortized over the remaining lives of the subordinated notes; and
Accrued expenses and other liabilities increased $807.5 million, primarily due to $595.3 million of balances assumed from Sterling in the merger, and the timing of payments for merger-related expenses, particularly as it relates to compensation and benefits and professional services. Notable increases include $196.5 million in treasury derivative liabilities, $108.4 million in operating lease liabilities, and $299.8 million in unfunded commitments for LIHTC investments.
Total shareholders' equity increased $4.6 billion, or 132.6%, from $3.4 billion at December 31, 2021 to $8.0 billion at June 30, 2022. The change in total shareholders' equity was attributed to the following:
Common shares issued in the merger with Sterling totaling approximately $5.0 billion, of which $43.9 million pertained to replacement share-based compensation awards;
The conversion of Sterling Series A preferred stock into Webster Series G preferred stock at a fair value of $138.9 million;
Net income recognized of $165.6 million;
Dividends paid to common and preferred shareholders of $107.6 million and $7.6 million, respectively;
Other comprehensive loss, net of tax, of $458.8 million, primarily due to market value decreases in the Company's available-for-sale securities portfolio and cash flow hedges;
Employee share-based compensation plan activity of $30.5 million, inclusive of restricted stock amortization and forfeitures, and stock options exercised of $0.5 million; and
Repurchases of common stock of $222.1 million under the Company's common stock repurchase program and $21.1 million related to employee share-based compensation plans.
18


Investment Securities
Through its Corporate Treasury function, Webster maintains and invests in debt securities that are primarily used to provide a source of liquidity for operating needs, to generate interest income, and as a means to manage the Company's interest-rate risk. Webster's debt securities are classified into two major categories: available-for-sale and held-to-maturity.
Asset/Liability Committee (ALCO) manages the Company's debt securities in accordance with regulatory guidelines and corporate policies, which include limitations on aspects such as concentrations in and types of investments, as well as minimum risk ratings per type of security. In addition, the Office of the Comptroller of the Currency (OCC) may further establish individual limits on certain types of investments if the concentration in such investment presents a safety and soundness concern. At June 30, 2022 and December 31, 2021, Webster had investment securities with a total net carrying value of $15.2 billion and $10.4 billion, respectively, with an average risk weighting for regulatory purposes of 19.2% and 12.5%, respectively. Although the Bank held the entirety of Webster's investment portfolio at both June 30, 2022 and December 31, 2021, the Holding Company may also directly hold investments.
The following table summarizes the balances and percentage composition of Webster's investment securities:
 At June 30, 2022At December 31, 2021
(In thousands)Amount%Amount%
Available-for-sale:
U.S. Treasury notes$726,4848.4 %$396,9669.4 %
Government agency debentures291,2033.4 — 
Municipal bonds and notes1,830,63021.2 — 
Agency CMO71,2470.8 90,3842.2 
Agency MBS2,421,33328.0 1,593,40337.6 
Agency CMBS1,561,50518.1 1,232,54129.1 
CMBS929,10310.8 886,26320.9 
CLO10,1470.1 21,8470.5 
Corporate debt736,5208.5 13,4500.3 
Private label MBS48,3030.6 — 
Other11,8830.1 — 
Total available-for-sale$8,638,358100.0 %$4,234,854100.0 %
Held-to-maturity:
Agency CMO$32,4690.5 %$42,4050.7 %
Agency MBS2,795,60742.7 2,901,59346.8 
Agency CMBS2,677,18340.9 2,378,47538.4 
Municipal bonds and notes (1)
879,43313.4 705,91811.4 
CMBS163,5162.5 169,9482.7 
Total held-to-maturity$6,548,208100.0 %$6,198,339100.0 %
Total investment securities$15,186,566$10,433,193
(1)The balances at both June 30, 2022 and December 31, 2021, exclude the ACL recorded on held-to-maturity debt securities of $0.2 million.
Available-for-sale debt securities increased $4.4 billion, or 104.0%, from $4.2 billion at December 31, 2021 to $8.6 billion at June 30, 2022, primarily due to the merger with Sterling, as the Company acquired $4.4 billion of debt securities at fair value on January 31, 2022, all of which were classified as available-for-sale based on Webster's intent at closing. The debt securities acquired from Sterling resulted in a $221.6 million net purchase premium over par value accounted for as a yield adjustment using the effective interest method. Webster also purchased an additional $1.2 billion of available-for sale debt securities during the six months ended June 30, 2022. This purchase activity was partially offset by net unrealized losses, paydowns, and net premium amortization, particularly across the Agency MBS, Agency CMBS, and CMBS categories.
The tax-equivalent yield in the available-for-sale portfolio was 2.20% for the three months ended June 30, 2022 and 2.10% for the six months ended June 30, 2022, as compared to 1.82% for the three months ended June 30, 2021 and 1.83% for the six months ended June 30, 2021. The 38 basis point and 27 basis point increases, respectively, are attributed to lower premium amortization and higher rates on securities purchased during the six months ended June 30, 2022. Available-for-sale debt securities are evaluated for credit losses on a quarterly basis. At June 30, 2022 and December 31, 2021, gross unrealized losses on available-for-sale debt securities were $609.9 million and $34.3 million, respectively. The $575.6 million increase in unrealized losses is primarily due to the increased portfolio size from the merger with Sterling, and higher market rates. Because these unrealized losses were attributable to factors other than credit deterioration, no ACL was recorded during the period. At June 30, 2022, Webster did not intend to sell these investment securities, and it is more likely than not that the Company will not be required to sell these securities prior to the anticipated recovery of their cost basis.
19


Held-to-maturity investment securities increased $349.9 million, or 5.6%, from $6.2 billion at December 31, 2021 to $6.5 billion at June 30, 2022, primarily due to purchases exceeding paydowns, calls, and net premium amortization, particularly across the Agency CMBS and Agency MBS categories. The tax-equivalent yield in the held-to-maturity portfolio was 2.25% for the three months ended June 30, 2022, and 2.15% for the six months ended June 30, 2022, as compared to 2.31% for the three months ended June 30, 2021, and 2.30% for the six months ended June 30, 2021. The 6 and 15 basis point decreases, respectively, are attributed to higher premium amortization and lower rates on securities purchased over the past year. Held-to-maturity debt securities are evaluated for credit losses on a quarterly basis under current expected credit losses (CECL). At June 30, 2022 and December 31, 2021, gross unrealized losses on held-to-maturity debt securities were $545.3 million and $55.7 million, respectively. The increase in unrealized losses is primarily due to higher market rates. The ACL on held-to-maturity debt securities was $0.2 million at both June 30, 2022 and December 31, 2021.
The following table summarizes the amortized cost of investment securities by contractual maturity, along with the respective weighted-average yields:
At June 30, 2022
1 Year or Less1 - 5 Years5 - 10 YearsAfter 10 YearsTotal
(Dollars in thousands)Amount
Weighted-
Average
Yield (1)
Amount
Weighted-
Average
Yield (1)
Amount
Weighted-
Average
Yield (1)
Amount
Weighted-
Average
Yield (1)
Amount
Weighted-
Average
Yield (1)
Available-for-sale:
U.S. Treasury notes$— — %$726,484 1.05 %$— — %$— — %$726,484 1.05 %
Government agency debentures10,000 0.47 76,695 2.42 — — 204,508 3.22 291,203 2.91 
Municipal bonds and notes18,217 1.20 273,330 1.30 633,465 1.48 905,618 1.58 1,830,630 1.50 
Agency CMO— — 748 4.07 4,172 2.70 66,327 2.51 71,247 2.54 
Agency MBS60 (2.52)7,771 1.22 166,113 1.45 2,247,389 2.10 2,421,333 2.05 
Agency CMBS3,479 1.38 56,229 1.20 81,427 1.42 1,420,370 2.08 1,561,505 2.01 
CMBS— — 67,210 2.37 49,244 3.40 812,649 2.90 929,103 2.89 
CLO— — 10,147 2.61 — — — — 10,147 2.61 
Corporate debt— — 209,514 2.18 466,528 3.14 60,478 2.75 736,520 2.84 
Private label MBS— — — — — — 48,303 4.01 48,303 4.01 
Other2,690 5.20 4,932 3.80 4,261 2.72 — — 11,883 3.73 
Total available-for-sale$34,446 1.31 %$1,433,060 1.43 %$1,405,210 2.10 %$5,765,642 2.19 %$8,638,358 2.05 %
Held-to-maturity:
Agency CMO$— — %$— — %$— — %$32,469 2.17 %$32,469 2.17 %
Agency MBS— — 2,518 2.43 24,380 2.17 2,768,709 2.19 2,795,607 2.19 
Agency CMBS— — — — 146,199 2.69 2,530,984 2.02 2,677,183 2.06 
Municipal bonds and notes4,404 3.33 50,304 3.27 154,607 2.76 670,118 3.11 879,433 3.05 
CMBS— — — — — — 163,516 2.70 163,516 2.70 
Total held-to-maturity$4,404 3.33 %$52,822 3.23 %$325,186 2.68 %$6,165,796 2.24 %$6,548,208 2.27 %
Total investment securities$38,850 1.54 %$1,485,882 1.49 %$1,730,396 2.21 %$11,931,438 2.21 %$15,186,566 2.14 %
(1)Weighted-average yields were calculated using amortized cost on a fully-tax equivalent basis, assuming a 21% tax rate.
Additional information regarding the Company's available-for-sale and held-to-maturity investment securities' portfolios can be found within Note 3: Investment Securities in the Notes to Condensed Consolidated Financial Statements contained in Part I - Item 1. Financial Statements.
20


Loans and Leases
The following table summarizes the amortized cost and percentage composition of Webster's loans and leases:
 At June 30, 2022At December 31, 2021
(Dollars in thousands)Amount%Amount%
Commercial non-mortgage$13,935,45030.5 %$6,882,48030.9 %
Asset-based1,892,2784.1 1,067,2484.8 
Commercial real estate12,365,45127.1 5,463,32124.5 
Multi-family5,776,21912.7 1,139,8595.1 
Equipment financing1,778,3263.9 627,0582.8 
Warehouse lending914,5412.0 — 
Residential7,223,72815.8 5,412,90524.3 
Home equity1,681,6103.7 1,593,5597.2 
Other consumer79,1400.2 85,2990.4 
Total loans and leases (1)
$45,646,743100.0 %$22,271,729100.0 %
(1)The amortized cost balances at June 30, 2022 and December 31, 2021, exclude the ACL recorded on loans and leases of $571.5 million and $301.2 million, respectively.
The following table summarizes loans and leases by contractual maturity, along with the indication of whether interest rates are fixed or variable:
At June 30, 2022
(In thousands)1 Year or Less1 - 5 Years5 - 15 YearsAfter 15 YearsTotal
Fixed rate:
Commercial non-mortgage$152,969 $436,262 $1,762,157 $1,344,225 $3,695,613 
Asset-based— 57,202 — — 57,202 
Commercial real estate472,671 1,596,791 1,130,201 112,450 3,312,113 
Multi-family273,788 1,572,561 1,502,736 33,188 3,382,273 
Equipment financing142,014 1,342,009 272,267 — 1,756,290 
Residential994 64,131 448,064 4,618,559 5,131,748 
Home equity5,108 25,463 185,858 182,622 399,051 
Other consumer7,289 25,267 426 189 33,171 
Total fixed rate loans and leases$1,054,833 $5,119,686 $5,301,709 $6,291,233 $17,767,461 
Variable rate:
Commercial non-mortgage$2,080,076 $7,428,532 $660,182 $71,047 $10,239,837 
Asset-based466,034 1,363,522 5,520 — 1,835,076 
Commercial real estate1,589,819 4,643,612 2,139,192 680,715 9,053,338 
Multi-family449,475 880,541 1,028,089 35,841 2,393,946 
Equipment financing1,807 20,229 — — 22,036 
Warehouse lending725,796 188,745 — — 914,541 
Residential726 11,341 2,079,913 — 2,091,980 
Home equity5,058 6,940 177,057 1,093,504 1,282,559 
Other consumer10,436 27,983 1,402 6,148 45,969 
Total variable rate loans and leases$5,329,227 $14,571,445 $6,091,355 $1,887,255 $27,879,282 
Total loans and leases (1)
$6,384,060 $19,691,131 $11,393,064 $8,178,488 $45,646,743 
(1)Amounts due exclude total accrued interest receivable of $140.2 million.
Credit Policies and Procedures
Webster Bank has credit policies and procedures in place designed to support its lending activities within an acceptable level of risk, which are reviewed and approved by management and the Board of Directors on a regular basis. To assist with this process, management inspects reports generated by the Company's loan reporting systems related to loan production, loan quality, concentrations of credit, loan delinquencies, non-performing loans, and potential problem loans.
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Commercial non-mortgage, asset-based, equipment finance, and warehouse lending loans are underwritten after evaluating and understanding the borrower’s ability to operate and service its debt. Assessment of the borrower's management is a critical element of the underwriting process and credit decision. Once it has been determined that the borrower’s management possesses sound ethics and a solid business acumen, current and projected cash flows are examined to determine the ability of the borrower to repay obligations, as contracted. Commercial non-mortgage, asset-based, and equipment finance loans are primarily made based on the identified cash flows of the borrower, and secondarily on the underlying collateral provided by the borrower. Warehouse lending loans are primarily made based on the borrower's ability to originate high-quality, first-mortgage residential loans that can be sold into the agency, government, or private jumbo markets, and secondarily on the underlying cash flows of the borrower. However, the cash flows of borrowers may not be as expected, and the collateral securing these loans, as applicable, may fluctuate in value. Most commercial non-mortgage, asset-based, and equipment finance loans are secured by the assets being financed and may incorporate personal guarantees of the principal balance. Warehouse lending loans are generally uncommitted facilities.
Commercial real estate loans, including multi-family, are subject to underwriting standards and processes similar to those for commercial non-mortgage, asset-based, equipment finance, and warehouse lending loans. These loans are primarily viewed as cash flow loans, and secondarily as loans secured by real estate. Repayment of commercial real estate loans is largely dependent on the successful operation of the property securing the loan, the market in which the property is located, and the tenants of the property securing the loan. The properties securing the Company’s commercial real estate portfolio are diverse in terms of type and geographic location, which reduces the Company's exposure to adverse economic events that may affect a particular market. Management monitors and evaluates commercial real estate loans based on collateral, geography, and risk grade criteria. All transactions are appraised to validate market value. Commercial real estate loans may be adversely affected by conditions in the real estate markets or in the general economy. Management periodically utilizes third-party experts to provide insight and guidance about economic conditions and trends affecting its commercial real estate loan portfolio.
Consumer loans are subject to policies and procedures developed to manage the specific risk characteristics of the portfolio. These policies and procedures, coupled with relatively small individual loan amounts and predominately collateralized loan structures, are spread across many different borrowers, minimizing the level of credit risk. Trend and outlook reports are reviewed by management on a regular basis, and policies and procedures are modified or developed, as needed. Underwriting factors for residential mortgage and home equity loans include the borrower’s Fair Isaac Corporation (FICO) score, the loan amount relative to property value, and the borrower’s debt-to-income level. Webster Bank originates both qualified mortgage and non-qualified mortgage loans, as defined by applicable Consumer Financial Protection Bureau (CFPB) rules.
Allowance for Credit Losses on Loans and Leases
The ACL on loans and leases increased $270.3 million, or 89.7%, from $301.2 million at December 31, 2021, to $571.5 million at June 30, 2022, primarily due to the initial ACL of $88.0 million and $175.1 million recorded for PCD and non-PCD loans and leases, respectively, that were acquired from Sterling. The establishment of the initial ACL for PCD loans and leases is net of $48.3 million in charge-offs, which were recognized upon completion of the merger in accordance with GAAP.
The following table summarizes the percentage allocation of the ACL across the loans and leases categories:
At June 30, 2022At December 31, 2021
(Dollars in thousands)Amount
% (1)
Amount
% (1)
Commercial non-mortgage$174,97530.6 %$111,35137.0 %
Asset-based21,5363.8 6,4812.2 
Commercial real estate223,48539.1 114,49338.0 
Multi-family64,47311.3 19,4146.4 
Equipment financing26,4524.6 6,1382.0 
Warehouse lending8240.1 — 
Residential23,4724.1 15,6285.2 
Home equity33,5125.9 23,5237.8 
Other consumer2,7700.5 4,1591.4 
Total ACL on loans and leases$571,499100.0 %$301,187100.0 %
(1)The ACL allocated to a single loan and lease category does not preclude its availability to absorb losses in other categories.
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Methodology
Webster's ACL on loans and leases is considered to be a critical accounting policy. The ACL on loans and leases is a contra-asset account that offsets the amortized cost basis of loans and leases for the credit losses that are expected to occur over the life of the asset. Executive management reviews and advises on the adequacy of the allowance, which is maintained at a level that management deems to be sufficient to cover expected losses within the loan and lease portfolios.
The ACL on loans and leases is determined using the CECL model, whereby an expected lifetime credit loss is recognized at the origination or purchase of an asset, including those acquired through a business combination, which is then reassessed at each reporting date over the contractual life of the asset. The calculation of expected credit losses includes consideration of past events, current conditions, and reasonable and supportable economic forecasts that affect the collectability of the reported amounts. Generally, expected credit losses are determined through a pooled, collective assessment of loans and leases with similar risk characteristics. However, if the risk characteristics of a loan or lease change such that it no longer matches that of the collectively assessed pool, it is removed from the population and individually assessed for credit losses. The total ACL on loans and leases recorded by management represents the aggregated estimated credit loss determined through both the collective and individual assessments.
Collectively Assessed Loans and Leases. Collectively assessed loans and leases are segmented based on product type, credit quality, risk ratings, and/or collateral types within its commercial and consumer portfolios, and expected losses are determined using a Probability of Default (PD), Loss Given Default (LGD), and Exposure at Default (EAD), loss rate, or discounted cash flow framework.
For portfolios using the PD/LGD/EAD framework, credit losses are calculated as the product of the probability of a loan defaulting, expected loss given the occurrence of a default, and the expected exposure of a loan at default. Summing the product across loans over their lives yields the lifetime expected credit losses for a given portfolio. Management's PD and LGD calculations are predictive models that measure the current risk profile of the loan pools using forecasts of future macroeconomic conditions, historical loss information, loan-level risk attributes, and credit quality indicators. The calculation of EAD follows an iterative process to determine the expected remaining principal balance of a loan based on historical paydown rates for loans of a similar segment within the same portfolio. The calculation of portfolio exposure in future quarters incorporates expected losses, the loan's amortization schedule, and prepayment rates.
Under the loss rate method, expected credit losses are estimated using a loss rate that is multiplied by the amortized cost of the asset at the balance sheet date. For each loan segment identified above, we apply an expected historical loss trend based on third-party loss estimates, correlate them to observed economic metrics and reasonable and supportable forecasts of economic conditions. Under the discounted cash flow method, expected credit losses are determined by comparing the amortized cost of the asset at the balance sheet date to the present value of estimated future principal and interest payments expected to be collected over the remaining life of the asset. Our loss model generates cash flow projections at the loan level based on reasonable and supportable projections, from which we estimate payment collections adjusted for curtailments, recovery time, PD and LGD.
Webster's models incorporate a single economic forecast scenario and macroeconomic assumptions over a reasonable and supportable forecast period. The development of the reasonable and supportable forecast assumes each macroeconomic variable will revert to long-term expectations, with reversion characteristics unique to specific economic indicators and forecasts. Reversion towards long-term expectations generally begins two to three years from the forecast start date and is complete within three to five years. Certain models use output reversion and revert to mean historical portfolio loss rates on a straight-line basis in the third year of the forecast. Other models use input reversion and revert to the mean of macroeconomic variables in reasonable and supportable forecasts.
Webster incorporates forecasts of macroeconomic variables in the determination of expected credit losses. Macroeconomic variables are selected for each class of financing receivable based on relevant factors, such as asset type and the correlation of the variables to credit losses, among others. Data from the forecast scenario of these variables is used as an input to the modeled loss calculation.
A portion of the collective ACL is comprised of qualitative adjustments for risk characteristics that are not reflected or captured in the quantitative models but are likely to impact the measurement of estimated credit losses. Qualitative factors are based on our judgement of the company, market, industry, or business specific data including loan trends, portfolio segment composition, and loan rating or credit scores. Qualitative adjustments may be applied in relation to economic forecasts when relevant facts and circumstances are expected to impact credit losses, particularly in times of significant volatility in economic activity.
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Individually Assessed Loans and Leases. If the risk characteristics of a loan or lease change such that it no longer matches the risk characteristics of the collectively assessed pool, it is removed from the population and individually assessed for credit losses. Generally, all non-accrual loans, troubled debt restructures (TDRs), potential TDRs, loans with a charge-off, and collateral dependent loans where the borrower is experiencing financial difficulty, are individually assessed. The measurement method used to calculate the expected credit loss on an individually assessed loan or lease is dependent on the type and whether the loan or lease is considered to be collateral dependent. Methods for collateral dependent loans are either based on the fair value of the collateral less estimated cost to sell (when the basis of repayment is the sale of collateral), or the present value of the expected cash flows from the operation of the collateral. For non-collateral dependent loans, either a discounted cash flow method or other loss factor method is used. Any individually assessed loan or lease for which no specific valuation allowance is deemed necessary is either the result of sufficient cash flows or sufficient collateral coverage relative to the amortized cost of the asset.
Additional information regarding Webster's ACL methodology can be found within Note 1: Summary of Significant Accounting Policies in the Consolidated Financial Statements contained in Part II - Item 8. Financial Statements and Supplementary Data of the Company's Annual Report on Form 10-K for the year ended December 31, 2021.
Asset Quality Ratios
Webster manages asset quality using risk tolerance levels established through the Company's underwriting standards, servicing, and management of its loan and lease portfolio. Loans and leases for which a heightened risk of loss has been identified are regularly monitored to mitigate further deterioration and preserve asset quality in future periods. Non-performing assets, credit losses, and net charge-offs are considered by management to be key measures of asset quality.
The following table summarizes key asset quality ratios and their underlying components:
(Dollars in thousands)At June 30,
2022
At December 31, 2021
Non-performing loans and leases (1)
$247,530 $109,778 
Total loans and leases45,646,743 22,271,729 
Non-performing loans and leases as a percentage of loans and leases 0.54 %0.49 %
Non-performing assets (1)
$250,242 $112,590 
Total loans and leases$45,646,743 $22,271,729 
Add: OREO2,712 2,812 
Total loans and leases plus OREO$45,649,455 $22,274,541 
Non-performing assets as a percentage of loans and leases plus OREO0.55 %0.51 %
Non-performing assets (1)
$250,242 $112,590 
Total assets67,595,021 34,915,599 
Non-performing assets as a percentage of total assets 0.37 %0.32 %
ACL on loans and leases$571,499 $301,187 
Non-performing loans and leases (1)
247,530 109,778 
ACL on loans and leases as a percentage of non-performing loans and leases230.88 %274.36 %
ACL on loans and leases$571,499 $301,187 
Total loans and leases45,646,743 22,271,729 
ACL on loans and leases as a percentage of loans and leases1.25 %1.35 %
ACL on loans and leases$571,499$301,187
Net charge-offs37,0583,829
Ratio of ACL on loans and leases to net charge-offs (2)
15.42x78.66x
(1)Non-performing assets balances and related asset quality ratios exclude the impact of net unamortized (discounts)/premiums and net unamortized deferred (costs)/fees on loans and leases.
(2)Calculated for the June 30, 2022 period based on annualized year-to-date net charge-offs.
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The following table summarizes net charge-offs (recoveries) as a percentage of average loans and leases for each category:
At or for the three months ended June 30,
20222021
(Dollars in thousands)Net
Charge-offs (Recoveries)
Average Balance
% (1)
Net
Charge-offs (Recoveries)
Average Balance
% (1)
Commercial non-mortgage$8,972$13,446,2170.27 %$(393)$6,929,981(0.02)%
Asset-based31,851,956— (2)937,580— 
Commercial real estate1,67811,984,5290.06 1535,272,7710.01 
Multi-family1935,771,6220.01 1,093,059— 
Equipment financing1461,850,9590.03 615,417— 
Warehouse lending553,331— — 
Residential(508)6,905,509(0.03)3234,738,8590.03 
Home equity(1,100)1,672,845(0.26)(2,204)1,701,529(0.52)
Other consumer21683,7301.03 955124,2433.07 
Total$9,600$44,120,6980.09 %$(1,168)$21,413,439(0.02)%
At or for the six months ended June 30,
20222021
(Dollars in thousands)Net
Charge-offs (Recoveries)
Average Balance
% (1)
Net
Charge-offs (Recoveries)
Average Balance
% (1)
Commercial non-mortgage$17,635$12,161,9200.29 %$477$6,988,6700.01 %
Asset-based(47)1,696,990(0.01)(1,426)916,951(0.31)
Commercial real estate2,72610,083,8080.05 5,3075,252,7130.20 
Multi-family2035,671,8440.01 1,082,256— 
Equipment financing3591,596,7790.04 85608,9220.03 
Warehouse lending459,847— — 
Residential(552)6,615,613(0.02)(455)4,729,831(0.02)
Home equity(2,367)1,665,929(0.28)(2,234)1,733,582(0.26)
Other consumer57286,7071.32 2,399134,2673.57 
Total $18,529$40,039,4370.09 %$4,153$21,447,1920.04 %
(1)Percentage represents annualized year-to-date net charge-offs (recoveries) to average loans and leases within the comparable category.
Comparison to Prior Quarter to Date
Net charge-offs (recoveries) as a percentage of average loans and leases were 0.09% and (0.02)% for the three months ended June 30, 2022 and 2021, respectively. The 0.11% increase is primarily attributed to an increase in net charge-offs in the commercial non-mortgage, commercial real estate, and home equity categories, due to favorable credit performance in the prior period, as the economy benefited from the support of federal stimulus programs.
Comparison to Prior Year to Date
Net charge-offs as a percentage of average loans and leases were 0.09% and 0.04% for the six months ended June 30, 2022 and 2021, respectively. The 0.05% increase is primarily attributed to an increase in net charge-offs in the commercial non-mortgage category, partially offset by a decrease in net charge-offs in the commercial real estate and other consumer categories, due to favorable credit performance in the prior period, as the economy benefited from the support of federal stimulus programs.
Liquidity and Capital Resources
Webster manages its cash flow requirements through proactive liquidity measures at both the Holding Company and Webster Bank in order to maintain stable, cost-effective funding and to promote overall balance sheet strength. The liquidity position of the Company is continuously monitored and adjustments are made to balance sources and uses of funds, as needed. At June 30, 2022, management is not aware of any events that are reasonably likely to have a material adverse effect on the Company’s liquidity position, capital resources, or operating activities. Further, management is not aware of any regulatory recommendations regarding liquidity, that if implemented, would have a material adverse effect on the Company.

25


Cash inflows are provided through a variety of sources, including as operating activities such as principal and interest payments on loans and investments, financing activities, such as unpledged securities that can be sold or utilized to secure funding, and new deposits. Webster is committed to maintaining a strong base of core deposits, which consists of demand, interest-bearing checking, savings, health savings, and money market accounts, in order to support growth in its loan and lease portfolio.
Holding Company Liquidity. The primary source of liquidity at the Holding Company is dividends from Webster Bank. To a lesser extent, investment income, net proceeds from investment sales, borrowings, and public offerings may provide additional liquidity. The Holding Company generally uses its funds for principal and interest payments on senior notes, subordinated notes, and junior subordinated debt, dividend payments to preferred and common shareholders, repurchases of its common stock, and purchases of investment securities, as applicable.
There are certain restrictions on Webster Bank's payment of dividends to the Holding Company, which are described within Note 10: Regulatory Capital and Restrictions in the Notes to Condensed Consolidated Financial Statements contained in Part I - Item 1. Financial Statements, and in the section captioned "Supervision and Regulation" in Part I - Item 1. Business of the Company's Annual Report on Form 10-K for the year ended December 31, 2021. During the six months ended June 30, 2022, Webster Bank paid $125.0 million in dividends to the Holding Company. At June 30, 2022, there were $551.9 million of retained earnings available for the payment of dividends by Webster Bank to the Holding Company. On July 18, 2022, Webster Bank was approved to pay the Holding Company $250.0 million in dividends during the third quarter of 2022.
The quarterly cash dividend to common shareholders remained at $0.40 per common share during the three months ended June 30, 2022. On July 18, 2022, it was announced that Webster Financial Corporation’s Board of Directors had declared a quarterly cash dividend of $0.40 per share on its common stock. For its Series F Preferred Stock and Series G Preferred Stock, Webster declared quarterly cash dividends of $328.125 per share and $16.25 per share, respectively. Webster continues to monitor economic forecasts, anticipated earnings, and its capital position in the determination of its dividend payments.
Webster maintains a common stock repurchase program, which was approved by the Board of Directors, that authorizes management to purchase shares of its common stock in open market or privately negotiated transactions, through block trades, and pursuant to any adopted predetermined trading plan subject to certain conditions. On April 27, 2022, the Board of Directors increased Webster's authority to repurchase shares of its common stock under the repurchase program by $600.0 million in shares. During the three months ended June 30, 2022, the Company repurchased 2,054,616 shares under the program at a weighted-average price of $48.63 per share totaling $99.9 million. The remaining purchase authority at June 30, 2022 was $501.3 million. In addition, the Company will periodically acquire common shares outside of the repurchase program related to stock compensation plan activity. During the three months ended June 30, 2022, a total of 41,708 shares were repurchased at a weighted average price of $50.85 per share totaling $2.1 million for this purpose.
Webster Bank Liquidity. Webster Bank's primary source of funding is core deposits. Including time deposits, Webster Bank had a loan to total deposit ratio of 86.0% and 74.6% at June 30, 2022 and December 31, 2021, respectively. The 11.4% point increase is attributed to loan growth exceeding deposit growth, both within the legacy and acquired Sterling portfolios.
Webster Bank is required by OCC regulations to maintain a sufficient level of liquidity to ensure safe and sound operations. The adequacy of liquidity, as assessed by the OCC, depends on factors such as overall asset and liability structure, market conditions, competition, and the nature of the institution’s deposit and loan customers. At June 30, 2022, Webster Bank exceeded all regulatory liquidity requirements. Webster has designed a detailed contingency plan in order to respond to any liquidity concerns in a prompt and comprehensive manner, including early detection of potential problems and corrective action to address liquidity stress scenarios.
Capital Requirements. Webster Financial Corporation and Webster Bank are subject to various regulatory capital requirements administered by the federal banking agencies. Failure to meet minimum capital requirements can initiate certain mandatory actions by regulators that could have a direct material effect on the Company’s financial statements. Under capital adequacy guidelines and the regulatory framework for prompt corrective action, both Webster Financial Corporation and Webster Bank must meet specific capital guidelines that involve quantitative measures of assets, liabilities, and certain off-balance sheet items calculated pursuant to regulatory directives. Capital amounts and classification are also subject to qualitative judgments by the regulators about components, risk weightings, and other factors.
Quantitative measures established by the Basel III Capital Rules to ensure capital adequacy require the Company to maintain minimum ratios of Common Equity Tier 1 Capital, defined by Basel III capital rules (CET1 capital), Tier 1 capital, Total capital to risk-weighted assets, and Tier 1 capital to average tangible assets (as defined in the regulations). At June 30, 2022, both Webster Financial Corporation and Webster Bank were classified as well-capitalized. Management believes that no events or changes have occurred subsequent to quarter-end that would change this designation.

26


In accordance with regulatory capital rules, Webster elected an option to delay the estimated impact of the adoption of CECL on its regulatory capital over a two-year deferral period, which ended on January 1, 2022, and subsequent three-year transition period ending on December 31, 2024. During the three-year transition period, capital ratios will begin to phase out the aggregate amount of the regulatory capital benefit provided from the delayed CECL adoption during the initial two years. For 2022, 2023, and 2024, Webster is allowed 75%, 50%, and 25% of the regulatory capital benefit as of December 31, 2021, respectively, with full absorption occurring in 2025. At June 30, 2022, the benefit allowed from the delayed CECL adoption resulted in a 9, 9, and 6 basis point increase to Webster Financial Corporation's and Webster Bank's CET1 capital to total risk-weighted assets (CET1 risk-based capital), Tier 1 capital to total risk-weighted assets (Tier 1 risk-based capital), and Tier 1 capital to average tangible assets (Tier 1 leverage capital), respectively, and a 2 basis point decrease to Total capital to total risk-weighted assets (Total risk-based capital). Both Webster Financial Corporation's and Webster Bank's regulatory ratios remain in excess of being well-capitalized, even without the benefit of the delayed CECL adoption impact.
Additional information regarding the required regulatory capital levels and ratios applicable to Webster Financial Corporation and Webster Bank can be found within Note 10: Regulatory Capital and Restrictions in the Notes to Condensed Consolidated Financial Statements contained in Part I -Item 1. Financial Statements.

Sources and Uses of Funds
Sources of Funds. The primary source of cash flows for Webster Bank’s use in its lending activities and general operational needs is deposits. Operating activities, such as loan and securities repayments, proceeds from loans and securities held for sale, and maturities also provide cash flows. While scheduled loan and securities repayments are a relatively stable source of funds, prepayments and other deposit inflows are influenced by economic conditions and prevailing interest rates, the timing of which is inherently uncertain. Additional sources of funds are provided by both short-term and long-term borrowings, and to a lesser extent, dividends received as part of the Bank's membership with the FHLB and FRB.
Deposits. Webster Bank offers a wide variety of checking and savings deposit products designed to meet the transactional and investment needs of both its consumer and business customers. The Bank’s deposit services include, but are not limited to, ATM and debit card use, direct deposit, ACH payments, mobile banking, internet-based banking, banking by mail, account transfers, and overdraft protection, among others. The Bank manages the flow of funds in its deposit accounts and interest rates consistent with Federal Deposit Insurance Corporation (FDIC) regulations. Both Webster Bank’s Retail Pricing Committee and its Commercial and Institutional Liability Pricing Committee meet regularly to determine pricing and marketing initiatives.
Total deposits were $53.1 billion and $29.8 billion at June 30, 2022 and December 31, 2021, respectively. The $23.3 billion increase was primarily attributed to the deposits assumed from Sterling in the merger. Customer preferences for maintaining liquidity resulted in higher balances across savings and money market accounts, as customers with maturing time deposits opted to migrate to more liquid products. The aggregate amount of time deposits accounts that exceeded the FDIC limit of $250,000 represented 0.6% and 0.9% of total deposits at June 30, 2022 and December 31, 2021, respectively.
27


The following table summarizes daily average balances of deposits by type and the weighted-average rates paid thereon:
Three months ended June 30,
20222021
(Dollars in thousands)Average
Balance
Average RateAverage
Balance
Average Rate
Non-interest-bearing:
Demand$13,395,942 — %$6,774,206 — %
Interest-bearing:
Checking9,401,810 0.12 3,797,321 0.04 
Health savings accounts7,812,313 0.06 7,446,735 0.09 
Money market11,424,317 0.22 3,176,981 0.11 
Savings8,660,719 0.05 5,390,772 0.02 
Time deposits2,684,914 0.17 2,114,889 0.35 
Total interest-bearing39,984,073 0.12 21,926,698 0.09 
Total average deposits$53,380,015 0.09 %$28,700,904 0.07 %
Six months ended June 30,
20222021
(Dollars in thousands)Average
Balance
Average RateAverage
Balance
Average Rate
Non-interest-bearing:
Demand$12,335,504 — %$6,606,464 — %
Interest-bearing:
Checking8,555,157 0.09 3,736,380 0.05 
Health savings accounts7,786,035 0.06 7,448,943 0.09 
Money market10,265,149 0.19 3,204,560 0.12 
Savings8,095,617 0.04 5,240,355 0.02 
Time deposits2,614,989 0.19 2,242,250 0.45 
Total interest-bearing37,316,947 0.11 21,872,488 0.11 
Total average deposits$49,652,451 0.08 %$28,478,952 0.08 %

The following table summarizes total uninsured deposits:
(In thousands)At June 30, 2022At December 31, 2021
Uninsured deposits (1)
$21,720,887$10,936,416
(1)A portion of Webster’s total uninsured deposits are estimated based on the same methodologies and assumptions used for regulatory reporting requirements.
The following table summarizes the portion of U.S. time deposits in excess of the FDIC insurance limit and time deposits otherwise uninsured by contractual maturity:
(In thousands)June 30, 2022
Portion of U.S. time deposits in excess of insurance limit$128,388
Time deposits otherwise uninsured with a maturity of: (1)
3 months or less$143,701
Over 3 months through 6 months21,315
Over 6 months through 12 months20,289
Over 12 months7,656
(1)Includes $64.6 million of Eurodollar deposits, all of which are due within 3 months or less.
Additional information regarding period-end deposit balances and rates can be found within Note 7: Deposits in the Notes to Condensed Consolidated Financial Statements contained in Part I - Item 1. Financial Statements.
Borrowings. Webster Bank's primary borrowing sources include securities sold under agreements to repurchase, federal funds purchased, FHLB advances, and long-term debt. Total borrowed funds were $5.3 billion and $1.2 billion at June 30, 2022 and December 31, 2021, respectively, and represented 7.9% and 3.6% of total assets, respectively. The $4.1 billion increase is primarily attributed to increases of $2.5 billion, $1.2 billion, and $0.5 billion in FHLB advances, federal funds purchased, and long-term debt, respectively, partially offset by a $0.2 billion decrease in securities sold under agreements to repurchase.
28


Webster Bank had additional borrowing capacity from the FHLB of $3.2 billion and $5.1 billion at June 30, 2022 and December 31, 2021, respectively. The Bank also had additional borrowing capacity from the FRB of $1.1 billion and $1.5 billion at June 30, 2022 and December 31, 2021, respectively. Unpledged investment securities of $7.8 billion at June 30, 2022 could have been used for collateral on borrowings or to increase borrowing capacity by $6.6 billion with the FHLB or $7.5 billion with the FRB.
Securities sold under agreements to repurchase are generally a form of short-term funding for the Bank in which it sells securities to counterparties with an agreement to buy them back in the future at a fixed price. Securities sold under agreements to repurchase totaled $0.5 billion and $0.7 billion at June 30, 2022 and December 31, 2021, respectively. The $0.2 billion decrease is primarily attributed to the utilization of borrowings for short-term funding needs.
The Bank may also purchase term and overnight federal funds to meet its short-term liquidity needs. Federal funds purchased totaled $1.2 billion at June 30, 2022. There were no federal funds purchased at December 31, 2021.
FHLB advances are not only utilized as a source of funding, but also for interest rate risk management purposes. FHLB advances totaled $2.5 billion and $11.0 million at June 30, 2022 and December 31, 2021, respectively. The $2.5 billion increase is primarily attributed to short-term funding needs.
Long-term debt consists of senior fixed-rate notes maturing in 2024 and 2029 and floating-rate junior subordinated notes maturing in 2033. Long-term debt totaled $1.1 billion and $0.6 billion at June 30, 2022 and December 31, 2021, respectively. The $0.5 billion increase is primarily attributed to the subordinated notes assumed from Sterling in the merger.
The following table summarizes daily average balances of borrowings by type and the weighted-average rates paid thereon:
Three months ended June 30,
20222021
(Dollars in thousands)Average
Balance
Average RateAverage
Balance
Average Rate
FHLB advances$1,156,449 1.08 %$138,483 1.52 %
Securities sold under agreements to repurchase529,786 1.06 500,638 0.68 
Federal funds purchased534,518 0.93 — — 
Long-term debt1,077,395 3.38 565,874 3.22 
Total average borrowings$3,298,148 1.79 %$1,204,995 1.93 %
Six months ended June 30,
20222021
(Dollars in thousands)Average
Balance
Average RateAverage
Balance
Average Rate
FHLB advances$586,857 1.09 %$137,143 1.52 %
Securities sold under agreements to repurchase553,282 0.86 479,285 0.61 
Federal funds purchased268,735 0.93 32,337 0.08 
Long-term debt987,353 3.36 566,462 3.22 
Total average borrowings$2,396,227 1.93 %$1,215,227 1.87 %
Additional information regarding period-end borrowings balances and rates can be found within Note 8: Borrowings in the Notes to Condensed Consolidated Financial Statements contained in Part I - Item 1. Financial Statements.
Federal Home Loan Bank and Federal Reserve Bank Stock. Webster Bank is a member of the FHLB System, which consists of eleven district Federal Home Loan Banks, each of which is subject to the supervision and regulation of the Federal Housing Finance Agency. An activity-based capital stock investment in the FHLB is required in order for Webster Bank to maintain its membership and access to advances and other extensions of credit for sources of funds and liquidity purposes. The FHLB capital stock investment is restricted as there is no market for it, and it can only be redeemed by the FHLB. Webster Bank held FHLB capital stock of $105.9 million and $11.3 million at June 30, 2022 and December 31, 2021, respectively. The most recent FHLB quarterly cash dividend was paid on August 2, 2022 in an amount equal to an annual yield of 3.72%.
Webster Bank is also required to hold FRB stock equal to 6% of its capital and surplus, of which 50% is paid. The remaining 50% is subject to call when deemed necessary by the Federal Reserve System. Similar to FHLB stock, the FRB capital stock investment is restricted as there is no market for it, and it can only be redeemed by the FRB. Webster Bank held FRB capital stock of $223.5 million and $60.5 million at June 30, 2022 and December 31, 2021, respectively. The most recent FRB semi-annual cash dividend was paid on June 30, 2022 in an amount equal to an annual yield of 3.03%.
Webster Bank changed its location for the purposes of Federal Reserve Regulation D from the Federal Reserve District of Boston to the Federal Reserve District of New York effective June 1, 2022.
29


Uses of Funds. Webster enters into various contractual obligations in the normal course of business that require future cash payments and could impact the Company's short-term and long-term liquidity and capital resource needs. The following table summarizes significant fixed and determinable contractual obligations at June 30, 2022. The actual timing and amounts of future cash payments may differ from the amounts presented. Based on Webster's current liquidity position, it is expected that our sources of funds will be sufficient to fulfill these obligations when they come due.
  
Payments Due by Period (1)
(In thousands)Less than
one year
1-3 years3-5 yearsAfter 5
years
Total
Senior notes$— $150,000 $— $336,134 $486,134 
Subordinated notes— — — 499,000 499,000 
Junior subordinated debt— — — 77,320 77,320 
FHLB advances2,500,080 194 — 10,536 2,510,810 
Securities sold under agreements to repurchase306,382 200,000 — — 506,382 
Federal funds purchased1,237,400 — — — 1,237,400 
Deposits with stated maturity dates1,597,832 737,703 194,147 24,420 2,554,102 
Operating lease liabilities36,315 70,792 55,519 90,581 253,207 
Total contractual obligations$5,678,009 $1,158,689 $249,666 $1,037,991 $8,124,355 
(1)Interest payments on borrowings have been excluded.
In addition, in the normal course of business, Webster offers financial instruments with off-balance sheet risk to meet the financing needs of its customers. These transactions include commitments to extend credit, and commercial and standby letters of credit, which involve to a varying degree, elements of credit risk. Since many of these commitments are expected to expire unused or be only partially funded, the total commitment amount of $10.8 billion at June 30, 2022 does not necessarily reflect future cash payments.
Webster also enters into commitments to invest in venture capital and private equity funds, as well as low income housing tax credit investments to assist the Bank in meeting its responsibilities under the CRA. The total unfunded commitment for these alternative investments was $360.4 million at June 30, 2022. However, the timing of capital calls cannot be reasonably estimated, and depending on the nature of the contract, the entirety of the capital committed by Webster may not be called.
Pension obligations are funded by the Company, as needed, to provide for participant benefit payments as it relates to Webster's frozen, non-contributory, qualified defined benefit pension plan. Decisions to contribute to the defined benefit pension plan are made based upon pension funding requirements under the Pension Protection Act, the maximum amount deductible under the Internal Revenue Code, the actual performance of plan assets, and trends in the regulatory environment. Webster does not currently anticipate that it will make a contribution in 2022. Webster's non-qualified supplemental executive retirement plans and other post employment benefit plans, including those acquired from Sterling in the merger, are unfunded.
At June 30, 2022, Webster's condensed consolidated balance sheet reflects a liability for uncertain tax positions of $10.7 million and $2.8 million of accrued interest and penalties. The ultimate timing and amount of any related future cash settlements cannot be predicted with reasonable certainty.
Additional information regarding credit-related financial instruments, alternative investments, defined benefit pension and other postretirement benefit plans, and income taxes can be found within Note 18: Commitments and Contingencies, Note 11: Variable Interest Entities, Note 15: Retirement Benefit Plans, and the under the section captioned "Income Taxes", respectively, in the Notes to the Condensed Consolidated Financial Statements contained in Part I - Item 1. Financial Statements and Part I - Item. 2 Management's Discussion and Analysis of Financial Condition and Results of Operations, respectively.
30


Asset/Liability Management and Market Risk
An effective asset/liability management process must balance the risks and rewards from both short-term and long-term interest rate risks when determining management's strategy and action. To facilitate this, interest rate sensitivity is monitored on an ongoing basis by the ALCO. The primary goal of ALCO is to manage interest rate risk and to maximize net income and net economic value over time in changing interest rate environments. ALCO meets at least monthly to make decisions on the investment securities and funding portfolios based on the economic outlook, its interest rate expectations, the portfolio risk position, and other factors.
Four main tools are used for managing interest rate risk:
the size, duration, and credit risk of the investment portfolio;
the size and duration of the wholesale funding portfolio;
interest rate contracts; and
the pricing and structure of loans and deposits.
Management measures interest rate risk using simulation analysis to calculate Webster's earnings at risk and equity at risk. Essentially, interest rates are assumed to change up or down in a parallel fashion, and the net interest income results in each scenario are compared to a flat rate based scenario. The flat rate scenario holds the end of period yield curve constant over a twelve month forecasted horizon. At June 30, 2022 and December 31, 2021, the flat rate scenario assumed a federal funds rate of 1.75% and 0.25%, respectively. The federal funds rate target range was 1.50-1.75% at June 30, 2022 and 0-0.25% at December 31, 2021. Since interest rates have begun to rise, management has incorporated the down 100 basis point rate scenario back into its assessment of interest rate risk. As interest rates continue to rise, scenarios that include upward shifts of greater magnitude will also be incorporated.
The following table summarizes the estimated impact that gradual parallel changes in interest rates of 100 and 200 basis points might have on Webster's net interest income over a twelve month period starting at June 30, 2022 and December 31, 2021, as compared to actual net interest income and assuming no changes in interest rates:
-200bp-100bp+100bp+200bp
June 30, 2022n/a(4.5)%4.1%8.4%
December 31, 2021n/an/a4.9%10.7%
Asset sensitivity in terms of net interest income decreased at June 30, 2022 as compared to December 31, 2021, primarily due to changes in the overall composition and size of the balance sheet on a combined basis post-merger and the relative size and duration of the securities portfolio. Loans at floors have decreased $3.3 billion from $4.5 billion at December 31, 2021 to $1.2 billion at June 30, 2022. While loans with floors, which are considered "in the money", have the impact of reducing overall asset sensitivity, as interest rates start to rise, these loans will move through their floors and begin to reprice accordingly.
The following table summarizes the estimated impact that yield curve twists or immediate non-parallel changes in interest rates might have on Webster's net interest income for the subsequent twelve month period starting at June 30, 2022 and December 31, 2021:
Short End of the Yield CurveLong End of the Yield Curve
-100bp-50bp+50bp+100bp-100bp-50bp+50bp+100bp
June 30, 2022(7.1)%(3.5)%2.8%5.6%(1.6)%(0.8)%0.8%1.6%
December 31, 2021n/an/a3.2%7.3%(3.1)%(1.4)%1.3%2.6%
These non-parallel scenarios are modeled with the short end of the yield curve moving up or down 50 and 100 basis points, while the long end of the yield curve remains unchanged, and vice versa. The short end of the yield curve is defined as terms less than eighteen months and the long end of the yield curve is defined as terms greater than eighteen months. The results reflect the annualized impact of immediate interest rate changes.
Sensitivity to the short end and long end of the yield curve for net interest income decreased at June 30, 2022 as compared to December 31, 2021, primarily due to changes in the overall composition and size of the balance sheet on a combined basis post-merger, as well as the relative size and duration of the securities portfolio and slower forecasted prepayment speeds as a result of increases in the long end of the yield curve, which in turn, extends the duration for mortgage-backed securities and residential mortgage loans.
31


The following table summarizes the estimated economic value of financial assets, financial liabilities, and off-balance sheet financial instruments and the corresponding estimated change in economic value if interest rates were to instantaneously increase or decrease by 100 basis points at June 30, 2022 and December 31, 2021:
(Dollars in thousands)Book
Value
Estimated
Economic
Value
Estimated Economic Value Change
-100 bp+100 bp
June 30, 2022
Assets$67,595,021 $64,100,699 $1,437,441 $(1,310,966)
Liabilities59,597,233 53,030,727 2,938,171 (1,604,178)
Net$7,997,788 $11,069,972 $(1,500,730)$293,212 
Net change as % base net economic value(13.6)%2.6 %
December 31, 2021
Assets$34,915,599 $34,515,422 n/a$(801,524)
Liabilities31,477,274 30,015,357 n/a(988,401)
Net$3,438,325 $4,500,065 n/a$186,877 
Net change as % base net economic valuen/a4.2 %
Changes in economic value can best be described through duration, which is a measure of the price sensitivity of financial instruments due to changes in interest rates. For fixed-rate financial instruments, it can be thought of as the weighted-average expected time to receive future cash flows, whereas for floating-rate financial instruments, it can be thought of as the weighted-average expected time until the next rate reset. Overall, the longer the duration, the greater the price sensitivity due to changes in interest rates. Generally, increases in interest rates reduce the economic value of fixed-rate financial assets as future discounted cash flows are worth less at higher interest rates. In a rising interest rate environment, the economic value of financial liabilities decreases for the same reason. A reduction in the economic value of financial liabilities is a benefit to Webster. Floating-rate financial instruments may have durations as short as one day, and therefore, may have very little price sensitivity due to changes in interest rates.
Duration gap represents the difference between the duration of financial assets and financial liabilities. A duration gap at or near zero would imply that the balance sheet is matched, and therefore, would exhibit no change in estimated economic value for changes in interest rates. At June 30, 2022 and December 31, 2021, Webster's duration gap was negative 1.7 years and negative 1.8 years, respectively. A negative duration gap implies that the duration of financial liabilities is longer than the duration of financial assets, and therefore, liabilities have more price sensitivity than assets and will reset their interest rates at a slower pace. Consequently, Webster's net estimated economic value would generally be expected to increase when interest rates rise, as the benefit of the decreased value of financial liabilities would more than offset the decreased value of financial assets. The opposite would generally be expected to occur when interest rates fall. Earnings would also generally be expected to increase when interest rates rise, and decrease when interest rates fall over the long term, absent the effects of any new business booked in the future. At June 30, 2022, long-term rates have risen by 151 basis points as compared to December 31, 2021. This higher starting point extends financial asset duration by decreasing residential mortgage loans and mortgage-backed securities prepayment speeds.
These earnings and economic values estimates are subject to factors that could cause actual results to differ, and also assume that management does not take any additional action to mitigate any positive or negative effects from changing interest rates. Management believes that the Company's interest rate risk position at June 30, 2022 represents a reasonable level of risk given the current interest rate outlook. Management continues to monitor interest rates and other relevant factors given recent market volatility and is prepared to take additional action, as necessary.
Additional information regarding Webster's asset/liability management process can be found under the section captioned "Asset/Liability Management and Market Risk" contained in Part II - Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations of the Company's Annual Report on Form 10-K for the year ended December 31, 2021.
32


Critical Accounting Estimates
The preparation of Webster's Condensed Consolidated Financial Statements, and accompanying notes thereto, is based on the application of accounting policies, the most significant of which can be found within Note 1: Summary of Significant Accounting Policies in the Notes to Condensed Consolidated Financial Statements contained in Part I - Item 1. Financial Statements, and in Note 1: Summary of Significant Accounting Policies in the Notes to Consolidated Financial Statements included in the Company's Annual Report on Form 10-K for the year ended December 31, 2021. Critical accounting policies are defined as those that are most important to the portrayal of the Company's financial condition and results of operations, and that require management to make difficult, subjective, and complex judgments about matters that are inherently uncertain, and which could potentially result in materially different amounts using different assumptions or under different conditions.
Accounting estimates are necessary in the application of certain accounting policies and can be susceptible to significant change in the near term. Critical accounting estimates are those estimates made in accordance with GAAP that involve a significant level of estimation uncertainty and have had, or are reasonably likely to have, a material impact on Webster's financial condition or results of operations. Webster's most critical accounting policies and accounting estimates are those related to the ACL on loans and leases and business combinations. These critical accounting policies, including its underlying estimates, are discussed directly with the Audit Committee of the Board of Directors.
Allowance for Credit Losses on Loans and Leases
The ACL on loans and leases is a reserve established through a provision for credit losses charged to expense, which represents management’s best estimate of expected lifetime credit losses within Webster's loan and lease portfolios at the balance sheet date. The calculation of expected credit losses is determined using predictive methods and models that follow a PD/LGD/EAD, loss rate, or discounted cash flow framework, and include consideration of past events, current conditions, macroeconomic variables (such as unemployment, gross domestic product, property values, and interest rate spreads), and reasonable and supportable economic forecasts that affect the collectability of the reported amounts. Changes to the ACL on loans and leases, and therefore, to the related provision for credit losses, can materially affect financial results.
The determination of the appropriate level of ACL on loans and leases inherently involves a high degree of subjectivity and requires Webster to make significant estimates of current credit risks and trends using existing qualitative and quantitative information and reasonable supportable forecasts of future economic conditions, all of which may undergo frequent and material changes. Changes in economic conditions affecting borrowers and macroeconomic variables that Webster is more susceptible to, unforeseen events such as natural disasters and pandemics, along with new information regarding existing loans, identification of additional problems loans, the fair value of underlying collateral, and other factors, both within and outside the Company's control, may indicate the need for an increase or decrease in the ACL on loans and leases.
It is difficult to estimate the sensitivity of how potential changes in any one economic factor or input might affect the overall reserve because a wide variety of factors and inputs are considered in estimating the ACL and changes in those factors and inputs considered may not occur at the same rate and may not be consistent across all product types. Further, changes in factors and inputs may also be directionally inconsistent, such that improvement in one factor may offset deterioration in others.
Executive management reviews and advises on the adequacy of the ACL on loans and leases on a quarterly basis. Although the overall balance is determined based on specific portfolio segments and individually assessed assets, the entire balance is available to absorb credit losses for any of the loan and lease portfolios.
Business Combinations
The acquisition method of accounting generally requires that the identifiable assets acquired and liabilities assumed in business combinations are recorded at fair value as of the acquisition date. The determination of fair value often involves the use of internal or third-party valuation techniques, such as discounted cash flow analyses or appraisals. Particularly, the valuation techniques used to estimate the fair value of loans and leases and the core deposit intangible asset acquired in the Sterling merger include estimates related to discount rates, credit risk, and other relevant factors, which are inherently subjective. A description of the valuation methodologies used to estimate the fair values of the significant assets acquired and liabilities assumed from the Sterling merger can be found within Note 2: Mergers and Acquisitions in the Notes to Condensed Consolidated Financial Statements contained in Part I - Item 1. Financial Statements.
33


ITEM 1. FINANCIAL STATEMENTS
WEBSTER FINANCIAL CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
June 30,
2022
December 31,
2021
(In thousands, except share data)(Unaudited)
Assets:
Cash and due from banks$294,482 $137,385 
Interest-bearing deposits607,323 324,185 
Investment securities available-for-sale, at fair value8,638,358 4,234,854 
Investment securities held-to-maturity, net of allowance for credit losses of $210 and $214
6,547,998 6,198,125 
Federal Home Loan Bank and Federal Reserve Bank stock329,424 71,836 
Loans held for sale (valued under fair value option)388 4,694 
Loans and leases45,646,743 22,271,729 
Allowance for credit losses on loans and leases(571,499)(301,187)
Loans and leases, net45,075,244 21,970,542 
Deferred tax assets, net269,790 109,405 
Premises and equipment, net449,578 204,557 
Goodwill2,513,771 538,373 
Other intangible assets, net215,780 17,869 
Cash surrender value of life insurance policies1,228,484 572,305 
Accrued interest receivable and other assets1,424,401 531,469 
Total assets$67,595,021 $34,915,599 
Liabilities and shareholders' equity:
Deposits:
Non-interest-bearing$13,576,152 $7,060,488 
Interest-bearing39,501,005 22,786,541 
Total deposits53,077,157 29,847,029 
Securities sold under agreements to repurchase and other borrowings1,743,782 674,896 
Federal Home Loan Bank advances2,510,810 10,997 
Long-term debt1,076,559 562,931 
Accrued expenses and other liabilities1,188,925 381,421 
Total liabilities59,597,233 31,477,274 
Shareholders’ equity:
Preferred stock, $0.01 par value; Authorized - 3,000,000 shares:
Series F issued and outstanding (6,000 shares)
145,037 145,037 
Series G issued and outstanding (135,000 shares)
138,942 — 
Common stock, $0.01 par value; Authorized - 400,000,000 shares:
Issued (182,778,045 and 93,686,311 shares)
1,828 937 
Paid-in capital6,148,853 1,108,594 
Retained earnings2,383,638 2,333,288 
Treasury stock, at cost (6,737,091 and 3,102,690 shares)
(339,178)(126,951)
Accumulated other comprehensive (loss), net of tax(481,332)(22,580)
Total shareholders' equity7,997,788 3,438,325 
Total liabilities and shareholders' equity$67,595,021 $34,915,599 
See accompanying Notes to Condensed Consolidated Financial Statements.
34


WEBSTER FINANCIAL CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME (Unaudited)
Three months ended June 30,Six months ended June 30,
(In thousands, except per share data)2022202120222021
Interest Income:
Interest and fees on loans and leases$431,538 $185,919 $777,814 $376,455 
Taxable interest and dividends on investments69,538 40,303 123,262 79,917 
Non-taxable interest on investment securities12,664 5,283 22,466 10,616 
Loans held for sale53 33 144 
Total interest income513,747 231,558 923,575 467,132 
Interest Expense:
Deposits12,459 5,094 19,858 11,533 
Securities sold under agreements to repurchase and other borrowings2,677 860 3,634 1,495 
Federal Home Loan Bank advances3,164 534 3,220 1,047 
Long-term debt8,787 4,218 15,955 8,441 
Total interest expense27,087 10,706 42,667 22,516 
Net interest income486,660 220,852 880,908 444,616 
Provision (benefit) for credit losses12,243 (21,500)201,088 (47,250)
Net interest income after provision (benefit) for credit losses474,417 242,352 679,820 491,866 
Non-interest Income:
Deposit service fees51,385 41,439 99,212 81,908 
Loan and lease related fees27,907 7,862 50,586 16,175 
Wealth and investment services11,244 10,087 21,841 19,490 
Mortgage banking activities102 1,319 530 3,961 
Increase in cash surrender value of life insurance policies8,244 3,603 14,976 7,136 
Other income22,051 8,392 37,823 20,789 
Total non-interest income120,933 72,702 224,968 149,459 
Non-interest Expense:
Compensation and benefits187,656 97,754 371,658 205,354 
Occupancy51,593 14,010 70,208 29,660 
Technology and equipment41,498 27,124 96,899 55,640 
Intangible assets amortization8,802 1,132 15,189 2,271 
Marketing3,441 3,227 6,950 5,731 
Professional and outside services15,332 21,025 69,423 30,801 
Deposit insurance6,748 3,749 11,970 7,705 
Other expense43,157 19,007 75,715 37,848 
Total non-interest expense358,227 187,028 718,012 375,010 
Income before income taxes237,123 128,026 186,776 266,315 
Income tax expense54,812 33,991 21,212 64,202 
Net income182,311 94,035 165,564 202,113 
Preferred stock dividends4,163 1,969 7,594 3,938 
Net income available to common shareholders$178,148 $92,066 $157,970 $198,175 
Earnings per common share:
Basic$1.00 $1.02 $0.97 $2.19 
Diluted1.00 1.01 0.97 2.19 
See accompanying Notes to Condensed Consolidated Financial Statements.

35


WEBSTER FINANCIAL CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Unaudited)
 Three months ended June 30,Six months ended June 30,
(In thousands)2022202120222021
Net income$182,311 $94,035 $165,564 $202,113 
Other comprehensive (loss) income, net of tax:
Investment securities available-for-sale(205,273)(1,473)(450,152)(31,826)
Derivative instruments(308)(1,652)(8,152)(6,024)
Defined benefit pension and other postretirement benefit plans(28)741 (448)1,484 
Other comprehensive (loss), net of tax(205,609)(2,384)(458,752)(36,366)
Comprehensive (loss) income$(23,298)$91,651 $(293,188)$165,747 
See accompanying Notes to Condensed Consolidated Financial Statements.

36


WEBSTER FINANCIAL CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY (Unaudited)
At or for the three months ended June 30, 2022
(In thousands, except per share data)Preferred StockCommon
Stock
Paid-In
Capital
Retained
Earnings
Treasury
Stock,
at cost
Accumulated Other
Comprehensive (Loss), Net of Tax
Total
Shareholders'
Equity
Balance at March 31, 2022$283,979 $1,828 $6,129,440 $2,276,875 $(239,264)$(275,723)$8,177,135 
Net income— — — 182,311 — — 182,311 
Other comprehensive (loss), net of tax— — — — — (205,609)(205,609)
Common stock dividends and equivalents $0.40 per share
— — — (71,386)— — (71,386)
Series F preferred stock dividends $328.125 per share
— — — (1,969)— — (1,969)
Series G preferred stock dividends $16.25 per share
— — — (2,193)— — (2,193)
Stock-based compensation— — 19,517 1,949 — 21,466 
Exercise of stock options— — (104)190 — 86 
Common shares acquired from stock compensation plan activity— — — — (2,128)— (2,128)
Common stock repurchase program— — — — (99,925)— (99,925)
Balance at June 30, 2022$283,979 $1,828 $6,148,853 $2,383,638 $(339,178)$(481,332)$7,997,788 
At or for the three months ended June 30, 2021
(In thousands, except per share data)Preferred StockCommon
Stock
Paid-In
Capital
Retained
Earnings
Treasury
Stock,
at cost
Accumulated Other Comprehensive
Income, Net of Tax
Total
Shareholders'
Equity
Balance at March 31, 2021$145,037 $937 $1,105,137 $2,147,436 $(133,893)$8,274 $3,272,928 
Net income— — — 94,035 — — 94,035 
Other comprehensive (loss), net of tax— — — — — (2,384)(2,384)
Common stock dividends and equivalents $0.40 per share
— — — (36,342)— — (36,342)
Series F preferred stock dividends $328.125 per share
— — — (1,969)— — (1,969)
Stock-based compensation— — (3,960)— 7,428 — 3,468 
Exercise of stock options— — (51)— 123 — 72 
Common shares acquired from stock compensation plan activity— — — — (103)— (103)
Balance at June 30, 2021$145,037 $937 $1,101,126 $2,203,160 $(126,445)$5,890 $3,329,705 
At or for the six months ended June 30, 2022
(In thousands, except per share data)Preferred
Stock
Common
Stock
Paid-In
Capital
Retained
Earnings
Treasury
Stock,
at cost
Accumulated Other Comprehensive
(Loss), Net of Tax
Total
Shareholders'
Equity
Balance at December 31, 2021$145,037 $937 $1,108,594 $2,333,288 $(126,951)$(22,580)$3,438,325 
Net income— — — 165,564 — — 165,564 
Other comprehensive (loss), net of tax— — — — — (458,752)(458,752)
Common stock dividends and equivalents $0.80 per share
— — — (107,620)— — (107,620)
Series F preferred stock dividends $656.25 per share
— — — (3,938)— — (3,938)
Series G preferred stock dividends $32.50 per share
— — — (3,656)— — (3,656)
Issued in business combination138,942 891 5,040,291 — — — 5,180,124 
Stock-based compensation— — 419 — 30,050 — 30,469 
Exercise of stock options— — (451)— 948 — 497 
Common shares acquired from stock compensation plan activity— — — — (21,095)— (21,095)
Common stock repurchase program— — — — (222,130)— (222,130)
Balance at June 30, 2022$283,979 $1,828 $6,148,853 $2,383,638 $(339,178)$(481,332)$7,997,788 
At or for the six months ended June 30, 2021
(In thousands, except per share data)Preferred
Stock
Common
Stock
Paid-In
Capital
Retained
Earnings
Treasury
Stock,
at cost
Accumulated
Other Comprehensive Income, Net of Tax
Total
Shareholders'
Equity
Balance at December 31, 2020$145,037 $937 $1,109,532 $2,077,522 $(140,659)$42,256 $3,234,625 
Net income— — — 202,113 — — 202,113 
Other comprehensive (loss), net of tax— — — — — (36,366)(36,366)
Common stock dividends and equivalents $0.80 per share
— — — (72,537)— — (72,537)
Series F preferred stock dividends $656.25 per share
— — — (3,938)— — (3,938)
Stock-based compensation— — (3,311)— 9,744 — 6,433 
Exercise of stock options— — (5,095)— 8,481 — 3,386 
Common shares acquired from stock compensation plan activity— — — — (4,011)— (4,011)
Balance at June 30, 2021$145,037 $937 $1,101,126 $2,203,160 $(126,445)$5,890 $3,329,705 
See accompanying Notes to Condensed Consolidated Financial Statements.
37


WEBSTER FINANCIAL CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
 Six months ended June 30,
(In thousands)20222021
Operating Activities:
Net income$165,564 $202,113 
Adjustments to reconcile net (loss) income to net cash provided by operating activities:
Provision (benefit) for credit losses201,088 (47,250)
Deferred income tax (benefit) expense(44,293)16,012 
Stock-based compensation expense30,469 6,433 
Depreciation and amortization of property and equipment and intangible assets40,673 18,683 
(Accretion) and amortization of net (premiums) discounts on earnings assets and borrowings(25,429)66,312 
Amortization of low-income housing tax credit investments26,449 1,992 
Amortization of mortgage servicing assets1,769 2,932 
Reduction of right-of-use lease assets39,865 1,336 
Net (gain) on sale, net of write-downs, of foreclosed properties and repossessed assets(418)(141)
Net loss on sale, net of write-downs, of property and equipment4,740 191 
Originations of loans held for sale(28,098)(135,930)
Proceeds from sale of loans held for sale32,833 147,735 
Net (gain) on mortgage banking activities(503)(3,460)
Net (gain) on sale of loans not originated for sale(3,173)(718)
(Increase) in cash surrender value of life insurance policies(14,976)(7,136)
(Gain) from life insurance policies(1,447)(805)
Net decrease in derivative contract assets and liabilities336,819 106,759 
Net (increase) in accrued interest receivable and other assets(57,705)(95,884)
Net (decrease) increase in accrued expenses and other liabilities(65,422)34,057 
Net cash provided by operating activities638,805 313,231 
Investing Activities:
Purchases of available-for-sale securities(1,099,810)(504,286)
Proceeds from principal payments, maturities, and calls of available-for-sale securities475,922 510,484 
Purchases of held-to-maturity securities(847,534)(775,673)
Proceeds from principal payments, maturities, and calls of held-to-maturity securities476,710 694,951 
Net (increase) decrease in Federal Home Loan Bank and Federal Reserve Bank stock(107,086)720 
Alternative investments (capital calls), net of distributions(7,184)(5,568)
Net (increase) decrease in loans(2,815,067)84,886 
Proceeds from sale of loans not originated for sale118,505 49,122 
Proceeds from sale of foreclosed properties and repossessed assets1,290 523 
Proceeds from sale of property and equipment— 2,413 
Additions to property and equipment(9,895)(7,407)
Proceeds from life insurance policies11,576 2,683 
Net cash paid for acquisition of Bend(54,407)— 
Net cash received in merger with Sterling513,960 — 
Net cash (used for) provided by investing activities(3,343,020)52,848 
See accompanying Notes to Condensed Consolidated Financial Statements.
38


WEBSTER FINANCIAL CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited), continued
 Six months ended June 30,
(In thousands)20222021
Financing Activities:
Net (decrease) increase in deposits(41,467)1,510,573 
Proceeds from Federal Home Loan Bank advances5,150,000 180,470 
Repayments of Federal Home Loan Bank advances(2,650,187)(175,190)
Net increase (decrease) in securities sold under agreements to repurchase and other borrowings1,041,702 (488,231)
Dividends paid to common shareholders(107,469)(72,349)
Dividends paid to preferred shareholders(5,401)(3,938)
Exercise of stock options497 3,386 
Common stock repurchase program(222,130)— 
Common shares acquired related to stock compensation plan activity(21,095)(4,011)
Net cash provided by financing activities3,144,450 950,710 
Net increase in cash and cash equivalents440,235 1,316,789 
Cash and cash equivalents at beginning of period461,570 263,104 
Cash and cash equivalents at end of period$901,805 $1,579,893 
Supplemental disclosure of cash flow information:
Interest paid$49,544 $23,133 
Income taxes paid66,064 80,873 
Non-cash investing and financing activities:
Transfer of loans and leases to foreclosed properties and repossessed assets$575 $829 
Transfer of loans from portfolio to loans-held-for-sale91,815 48,395 
Merger with Sterling:
Tangible assets acquired27,434,111 — 
Goodwill and other intangible assets2,149,532 — 
Liabilities assumed24,403,343 — 
Common stock issued5,041,182 — 
Preferred stock exchanged138,942 — 
Acquisition of Bend:
Tangible assets acquired16,597  
Goodwill and other intangible assets38,966 — 
Liabilities assumed290 — 

See accompanying Notes to Condensed Consolidated Financial Statements.
39


Note 1: Summary of Significant Accounting Policies
Nature of Operations
Webster Financial Corporation is a bank holding company and financial holding company under the BHC Act, incorporated under the laws of Delaware in 1986, and headquartered in Stamford, Connecticut. Webster Bank is the principal consolidated subsidiary of Webster Financial Corporation. Webster Bank, and its HSA Bank division, deliver a wide range of banking, investment, and financial services to individuals, families, and businesses. Webster Bank serves consumer and business customers with mortgage lending, financial planning, trust, and investment services through a distribution network consisting of banking centers, ATMs, a customer care center, and a full range of web and mobile-based banking services throughout the northeastern U.S. from New York to Massachusetts, with certain businesses operating in extended geographies. Webster Bank also offers equipment financing, warehouse lending, commercial real estate lending, asset-based lending, and treasury management solutions. HSA Bank is a leading provider of HSAs, and delivers health reimbursement arrangements and flexible spending and commuter benefit account administration services to employers and individuals in all 50 states.
Basis of Presentation
The unaudited condensed consolidated financial statements of Webster have been prepared in accordance with GAAP for interim financial information and Article 10 of Regulation S-X. Certain information and footnote disclosures required by GAAP for complete financial statements have been omitted or condensed. Therefore, the condensed consolidated financial statements should be read in conjunction with Webster's Annual Report on Form 10-K for the year ended December 31, 2021. The results of operations for the three and six months ended June 30, 2022 are not necessarily indicative of the future results that may be attained for the entire year or other interim periods.
In the opinion of management, all necessary adjustments have been reflected to present fairly the financial position, results of operations, and cash flows for the reporting periods presented. Intercompany transactions and balances have been eliminated in consolidation. Assets under administration or assets under management that Webster holds or manages in a fiduciary or agency capacity for customers are not included in the consolidated financial statements.
Reclassifications
Certain prior period amounts have been reclassified to conform to the current period presentation. These reclassifications did not have a significant impact on the Company's consolidated financial statements.
Use of Estimates
The preparation of the consolidated financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Business Combinations
Business combinations are accounted for under the acquisition method, in which the identifiable assets acquired and liabilities assumed are generally measured and recognized at fair value as of the acquisition date, with the excess of the purchase price over the fair value of the net assets acquired recognized as goodwill. Items such as acquired ROU lease assets and operating lease liabilities as lessee, employee benefit plans, and income-tax related balances are recognized in accordance with other applicable GAAP, which may result in measurements that differ from fair value. Business combinations are included in the consolidated financial statements from the respective dates of acquisition. Historical reporting periods reflect only the results of legacy Webster operations. Merger-related costs are expensed in the period incurred and presented within the applicable non-interest expense category. Additional information regarding Webster's mergers and acquisitions can be found within Note 2: Mergers and Acquisitions.
Purchased Credit-Deteriorated Loans and Leases
Purchased credit-deteriorated (PCD) loans and leases are defined as those that have experienced a more-than-insignificant deterioration in credit quality since origination. Webster considers a variety of factors to evaluate and identify whether acquired loans are PCD, including but not limited to, nonaccrual status, delinquency, TDR classification, partial charge-offs, decreases in FICO scores, risk rating downgrades, and other factors. Upon acquisition, expected credit losses are added to the fair value of individual PCD loans and leases to determine the amortized cost basis. After initial recognition, any changes to the estimate of expected credit losses, favorable or unfavorable, are recorded as a provision for credit loss during the period of change.
PCD accounting is also applied to loans and leases previously charged-off by the acquiree if Webster has contractual rights to the cash flows at the acquisition date. Webster recognizes an additional allowance for credit loss for amounts previously charged-off by the acquiree with a corresponding increase to the amortized costs basis of the acquired asset. Balances deemed to be uncollectible are immediately charged-off in accordance with Webster’s charge-off policies, resulting in the establishment of the initial ACL for PCD loans and leases to be recorded net of these uncollectible balances.
40


Relevant Accounting Standards Issued But Not Yet Adopted
ASU No. 2022-02—Financial Instruments—Credit Losses (Topic 326): Troubled Debt Restructurings and Vintage Disclosures
In March 2022, the Financial Accounting Standards Board (FASB) issued ASU No. 2022-02, which eliminates the accounting guidance for TDRs by creditors in Subtopic 310-40, Receivables—Troubled Debt Restructurings by Creditors, while enhancing disclosure requirements for certain loan refinancings and restructurings by creditors when a borrower is experiencing financial difficulty. Specifically, rather than applying the recognition and measurement guidance for TDRs, an entity must apply the loan refinancing and restructuring guidance in paragraphs 310-20-35-9 through 35-11 to determine whether a modification results in a new loan or a continuation of an existing loan. In addition, ASU No. 2022-02 requires that an entity disclose current-period gross write-offs by year of origination for financing receivables and net investments in leases within the scope of Subtopic 326-20, Financial Instruments—Credit Losses—Measured at Amortized Cost in the vintage disclosures required by paragraph 326-20-50-6.
ASU No. 2022-02 is effective for fiscal years beginning after December 15, 2022, and interim periods within those fiscal years, with early adoption permitted. The amendments should be applied prospectively, however, an entity has the option to apply a modified retrospective transition method related to the recognition and measurement of TDRs, which would result in a cumulative-effect adjustment to retained earnings in the period of adoption. Webster is currently evaluating the impact of adoption on the Company's consolidated financial statements and disclosures.
ASU No. 2022-03—Fair Value Measurement (Topic 820): Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions
In June 2022, the FASB issued ASU No. 2022-03—Fair Value Measurement (Topic 820): Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions, which clarifies that a contractual restriction on the sale of an equity security is not considered part of the unit of account of the equity security, and therefore, is not considered in measuring fair value. The amendments also clarify that an entity cannot, as a separate unit of account, recognize and measure a contractual sale restriction, and require the following disclosures for equity securities subject to contractual sale restrictions: (i) the fair value of equity securities subject to contractual sale restrictions reflected on the balance sheet; (ii) the nature and remaining duration of the restriction(s); and (iii) the circumstances that could cause a lapse in the restriction(s).
ASU No. 2022-03 is effective for fiscal years beginning after December 15, 2023, and interim periods within those fiscal years, with early adoption permitted. For all entities except investment companies, the amendments should be applied prospectively with any adjustments from the adoption of the amendments recognized in earnings and disclosed on the date of adoption. Webster is in the early assessment stages of evaluating the impact of adoption on the Company's consolidated financial statements and disclosures.
41


Note 2: Mergers and Acquisitions
Merger with Sterling Bancorp
On January 31, 2022, Webster completed its previously announced merger with Sterling pursuant to an agreement and plan of merger dated as of April 18, 2021 (the merger agreement), in which Sterling merged with and into Webster, with Webster continuing as the surviving corporation. Following the merger, on February 1, 2022, Sterling National Bank, a wholly-owned subsidiary of Sterling, merged with and into Webster Bank, with Webster Bank continuing as the surviving bank. Sterling was a full-service regional bank headquartered in Pearl River, New York, that primarily served the Greater New York metropolitan area. The merger expanded Webster's geographic footprint and combined two complementary organizations to create one of the largest commercial banks in the northeast U.S.
Each share of Sterling common stock issued and outstanding immediately prior to the merger, other than certain shares held by Webster and Sterling, was converted into the right to receive a fixed 0.4630 share of Webster common stock. In connection with the completion of the merger and in accordance with the merger agreement, the number of authorized shares of Webster common stock was increased from 200.0 million shares to 400.0 million shares as of January 31, 2022. Cash was also paid to Sterling common shareholders in lieu of fractional shares, as applicable.
In addition, each share of Sterling 6.50% Series A Non-Cumulative Perpetual Preferred Stock issued and outstanding immediately prior to the merger was converted into the right to receive one share of newly created Webster 6.50% Series G Non-Cumulative Perpetual Preferred Stock, having substantially the same terms. On January 31, 2022, Webster registered and issued 5,400,000 depositary shares, each representing 1/40th interest in a share of 6.50% Series G Non-Cumulative Preferred Perpetual Stock, par value $0.01 per share, with a liquidation preference equal to $1,000 per share (equivalent to $25 per depositary share) (the Series G Preferred Stock). The Series G Preferred Stock ranks on parity with Webster 5.25% Series F Non-Cumulative Preferred Perpetual Stock, par value $0.01 per share, with a liquidation preference of $25,000 per share (equivalent to $25 per depositary share), and senior to Webster common stock, with respect to the payment of dividends and distributions upon the liquidation, dissolution, or winding-up of Webster.
Series G Preferred Stock dividends are payable quarterly on the fifteenth day of each January, April, July, and October, if and when declared by the Board of Directors. Webster may redeem the Series G Preferred Stock at its option, in whole or in part, subject to the approval of Federal Reserve Board, on October 15, 2022, or any dividend payment date occurring thereafter, or in whole but not in part, upon the occurrence of a regulatory capital treatment event, at a redemption price equal to the liquidation preference plus any declared and unpaid dividends, without accumulation of any undeclared dividends.
Further, certain equity awards granted under Sterling's equity compensation plans were converted into a corresponding award with respect to Webster common stock, generally subject to the same terms and conditions, with the number of shares underlying such awards adjusted based on the 0.4630 fixed exchange ratio.
The following table summarizes the determination of the purchase price consideration:
(In thousands, except share and price per share data)
Webster common stock issued87,965,239 
Price per share of Webster common stock on January 31, 2022$56.81 
Consideration for outstanding common stock4,997,305 
Consideration for preferred stock exchanged138,942 
Consideration for replacement equity awards (1)
43,877 
Cash in lieu of fractional shares176 
Total purchase price consideration$5,180,300 
(1)The fair value of the replacement equity awards issued by Webster and included in the consideration transferred pertain to services performed prior to the merger effective date. The fair value attributed to services performed after the merger effective date will be recognized over the required service vesting period for each award and recorded as compensation and benefits expense on the consolidated statements of income. Webster recognized an incremental $11.0 million and $13.8 million of stock compensation expense related to the replacement equity awards during the three and six months ended June 30, 2022, respectively.
The merger was accounted for as a business combination. Accordingly, the purchase price has been allocated to the assets acquired and liabilities assumed based on their fair values as of the merger effective date. The determination of fair value requires management to make estimates about discount rates, future expected cash flows, market conditions, and other future events that are highly subjective in nature and are subject to change. Fair value estimates of the assets acquired and liabilities assumed may be adjusted for a period up to one year (the measurement period) from the closing date of the merger if new information is obtained about facts and circumstances that existed as of the merger effective date that, if known, would have affected the measurement of the amounts recognized as of that date.
42


Webster considers its valuations of loans and leases, tax receivables and payables, and certain other assets and other liabilities to be preliminary, as management continues to identify and assess information regarding the nature of these assets acquired and liabilities assumed, including extended information gathering, management review procedures, and any new information that may arise as a result of integration activities. Accordingly, the amounts recorded for current and DTAs and liabilities are also considered preliminary, as Webster continues to evaluate the nature and extent of permanent and temporary differences between the book and tax bases of the assets acquired and liabilities assumed. While the Company believes that the information available as of January 31, 2022, provides a reasonable basis for estimating fair value, it is possible that additional information may become available during the measurement period that would result in changes to the fair values presented. Any measurement period adjustments identified would be recognized in the corresponding reporting period.
The following table summarizes the preliminary allocation of the purchase price to the fair value of the identifiable assets acquired and liabilities assumed from Sterling at January 31, 2022:
(In thousands)Unpaid Principal BalanceFair Value
Purchase price consideration$5,180,300 
Assets:
Cash and due from banks510,929 
Interest-bearing deposits3,207 
Investment securities available-for-sale4,429,948 
Federal Home Loan Bank and Federal Reserve Bank Stock150,502 
Loans held for sale23,517 
Loans and leases:
Commercial non-mortgage$5,570,782 5,527,657 
Asset-based694,137 683,958 
Commercial real estate6,790,600 6,656,405 
Multi-family4,303,381 4,255,906 
Equipment financing1,350,579 1,314,311 
Warehouse lending647,767 643,754 
Residential1,313,785 1,281,637 
Home equity132,758 122,553 
Other consumer12,559 12,525 
Total loans and leases$20,816,348 20,498,706 
Deferred tax assets, net(52,130)
Premises and equipment (1)
264,421 
Other intangible assets210,100 
Bank-owned life insurance policies645,510 
Accrued interest receivable and other assets959,501 
Total assets acquired$27,644,211 
Liabilities:
Non-interest-bearing deposits$6,620,248 
Interest-bearing deposits16,643,755 
Securities sold under agreements to repurchase and other borrowings27,184 
Long-term debt516,881 
Accrued expenses and other liabilities (1)
595,275 
Total liabilities assumed$24,403,343 
Net assets acquired3,240,868 
Goodwill$1,939,432 
(1)Includes $100.0 million of ROU lease assets and $106.9 million of operating lease liabilities reported within premises and equipment and accrued expenses and other liabilities, respectively, which were measured based upon the estimated present value of the remaining lease payments. In addition, ROU lease assets were adjusted for favorable and unfavorable terms of the lease when compared to market terms, as applicable.
In connection with the merger, Webster recorded $1.9 billion of goodwill, which represents the excess of the purchase price over the fair value of the net assets acquired. Information regarding the allocation of goodwill to the Company's reportable segments, as well as the carrying amounts and amortization of the core deposit intangible and customer relationship intangible assets, can be found within Note 16: Segment Reporting and Note 6: Goodwill and Other Intangible Assets, respectively.
43


The following is a description of the valuation methodologies used to estimate the fair values of the significant assets acquired and liabilities assumed:
Cash and due from banks and interest-bearing deposits. The carrying amount of these assets is a reasonable estimate of fair value based on the short-term nature of these assets.
Investment securities available-for-sale. The fair values for investment securities available-for-sale were based on quoted market prices, where available. If quoted market prices were not available, fair value estimates are based on observable inputs, including quoted market prices for similar instruments. Investment securities held-to-maturity were reclassified to investment securities available-for-sale based on the Company's intent at closing.
Loans and leases. The fair values for loans and leases were estimated using a discounted cash flow methodology that considered factors including the type of loan or lease and the related collateral, classification status, fixed or variable interest rate, remaining term, amortization status, and current discount rates. In addition, the PD, LGD, and prepayment assumptions that were derived based on loan and lease characteristics, historical loss experience, comparable market data, and current and forecasted economic conditions were used to estimate expected credit losses. Loans and leases generally were valued individually. The discount rates used for loans and leases were based on current market rates for new originations or comparable loans and leases and include adjustments for liquidity. The discount rate did not include credit losses as that was included as a reduction to the estimated cash flows.
Premises and equipment. The fair values for land and buildings were based on appraised values using the cost approach, which estimates the price a buyer would pay if they were to rebuild or reconstruct a similar property on a comparable piece of land.
Intangible assets. A core deposit intangible asset represents the value of relationships with deposit clients. The fair value of the core deposit intangible asset was estimated using a net cost savings method, a form of discounted cash flow methodology that gave appropriate consideration to expected client attrition rates and other applicable adjustments to the projected deposit balance, the interest cost and net maintenance cost associated with the client deposit base, alternative cost of funds, and a discount rate used to discount the future economic benefits of the core deposit intangible asset to present value. The core deposit intangible asset is being amortized on an accelerated basis over 10 years based upon the period over which the estimated economic benefits are estimated to be received. Customer relationship intangible assets for payroll finance, factoring receivables finance, and wealth businesses were estimated using a discounted cash flow methodology that reflects the estimated value of the future net earnings for each relationship with adjustments for attrition. The customer relationship intangible assets are being amortized on an accelerated basis over their estimated useful life of 10 years.
Bank-owned life insurance policies. The cash surrender value of these insurance policies is a reasonable estimate of fair value since it reflects the amount that would be realized by the contract owner upon discontinuance or surrender.
Deposits. The fair values used for the demand and savings deposits by definition equal the amount payable on demand at the merger date. The fair values for time deposits were estimated using a discounted cash flow methodology that applies interest rates currently being offered to the contractual interest rates on such time deposits.
Securities sold under agreements to repurchase and other borrowings. The carrying amount of these liabilities is a reasonable estimate of fair value based on the short-term nature of these liabilities.
Long-term debt. The fair values of long-term debt instruments are estimated based on quoted market prices for the instrument, if available, or for similar instruments, if not available, or by using a discounted cash flow methodology based on current incremental borrowing rates for similar types of instruments.
PCD Loans and Leases
Purchased loans and leases that have experienced more-than-insignificant deterioration in credit quality since origination are considered PCD. For PCD loans and leases, the initial estimate of expected credit losses was established through an adjustment to the unpaid principal balance and non-credit discount at acquisition. Subsequent to the merger effective date, Webster recorded an ACL for non-PCD loans and leases of $175.1 million through an increase to the provision for credit losses. There was no carryover of Sterling's previously recorded ACL on loans and leases.
The following table reconciles the unpaid principal balance to the fair value of PCD loans and leases by portfolio segment:
(In thousands)CommercialConsumerTotal
Unpaid principal balance$3,394,963 $541,471 $3,936,434 
ACL at acquisition(115,464)(20,852)(136,316)
Non-credit (discount)(40,947)(2,784)(43,731)
Fair value3,238,552 517,835 3,756,387 
44


Supplemental Pro Forma Financial Information (Unaudited)
The following table summarizes supplemental pro forma financial information giving effect to the merger as if it had been completed on January 1, 2021:
Three months ended June 30,Six months ended June 30,
(In thousands)2022202120222021
Net interest income$465,392 $440,538 $898,741 $904,528 
Non-interest income120,933 110,659 235,769 226,967 
Net income213,438 164,073 396,605 186,071 
The supplemental pro forma financial information does not necessarily reflect the results of operations that would have occurred had Webster merged with Sterling on January 1, 2021. The supplemental pro forma financial information includes the impact of (i) accreting and amortizing the discounts and premiums associated with the estimated fair value adjustments to acquired loans and leases, investment securities, deposits, and long-term debt, (ii) the amortization of recognized intangible assets, (iii) the elimination of Sterling's historical accretion and amortization of discounts and premiums and deferred origination fees and costs on loans and leases, (iv) the elimination of Sterling's historical accretion and amortization of discounts and premiums on investment securities, and (v) the related estimated income tax effects. Costs savings and other business synergies related to the merger are not included in the supplemental pro forma financial information.
In addition, the supplemental pro forma financial information was adjusted for merger-related expenses, as follows:
Three months ended June 30,Six months ended June 30,
(In thousands)2022
2021 (6)
2022
2021 (6)
Compensation and benefits (1)
$24,117 $466 $65,702 $466 
Occupancy (2)
30,999 — 31,355 — 
Technology and equipment (3)
812 — 19,897 — 
Professional and outside services (4)
3,824 16,287 48,281 16,287 
Marketing84 — 135 — 
Other expense (5)
6,804 294 9,765 294 
Total merger-related expenses$66,640 $17,047 $175,135 $17,047 
(1)Comprised primarily of severance and employee retention costs, and executive synergy stock awards.
(2)Comprised primarily of $23.1 million in ROU asset impairment charges and a combined $7.7 million in related exit costs and accelerated depreciation on property and equipment related to Webster’s corporate real estate consolidation strategy, which was developed and launched in the second quarter of 2022. Under the consolidation plan, Webster has arranged to close 14 locations in order to reduce the Company's corporate real estate facility square footage by approximately 45% by the end of the year. ROU asset impairment charges were calculated as the difference between the estimated fair value of the assets determined using a discounted cash flow technique, relative to their book value.
(3)Comprised primarily of technology contract termination fees.
(4)Comprised primarily of advisory, legal, accounting, and other professional fees.
(5)Comprised primarily of disposals on property and equipment, transfer tax, and other miscellaneous expenses.
(6)Webster did not incur any merger-related expenses during the three-months ended March 31, 2021. Therefore, amounts recognized as merger-related expenses for the three and six months ended June 30, 2021 are equal.
Webster's operating results for the three and six months ended June 30, 2022 includes the operating results of acquired assets and assumed liabilities of Sterling subsequent to the merger on January 31, 2022. Due to the various conversions of Sterling systems during the three and six months ended June 30, 2022, as well as other streamlining and integration of operating activities into those of the Company, historical reporting for the former Sterling operations after January 31, 2022 is impracticable, and thus disclosures of Sterling's revenue and earnings since the merger effective date that are included in the condensed consolidated statements of income for the reporting period is impracticable.
Bend Financial, Inc. Acquisition
On February 18, 2022, Webster acquired 100% of the equity interests of Bend, a cloud-based platform solution provider for HSAs, in exchange for cash of $55.3 million. The acquisition accelerates Webster’s efforts underway to deliver enhanced user experiences at HSA Bank. The transaction was accounted for as a business combination, and resulted in the addition of $19.3 million in net assets, which primarily comprises $15.9 million of internal use software and a $3.0 million customer relationship intangible asset.

45


Note 3: Investment Securities
Available-for-Sale
The following table summarizes the amortized cost and fair value of available-for-sale debt securities by major type:
 At June 30, 2022
(In thousands)Amortized
Cost
Unrealized
Gains
Unrealized
Losses
Fair Value (1)
U.S. Treasury notes$754,860 $— $(28,376)$726,484 
Government agency debentures311,972 (20,774)291,203 
Municipal bonds and notes1,924,630 (94,009)1,830,630 
Agency CMO73,730 20 (2,503)71,247 
Agency MBS2,622,211 125 (201,003)2,421,333 
Agency CMBS1,732,222 — (170,717)1,561,505 
CMBS956,078 — (26,975)929,103 
CLO10,185 — (38)10,147 
Corporate debt799,866 — (63,346)736,520 
Private label MBS49,875 — (1,572)48,303 
Other12,515 — (632)11,883 
Available-for-sale debt securities$9,248,144 $159 $(609,945)$8,638,358 
At December 31, 2021
(In thousands)Amortized
Cost
Unrealized
Gains
Unrealized
Losses
Fair Value (1)
U.S. Treasury notes$398,664 $— $(1,698)$396,966
Agency CMO88,109 2,326 (51)90,384
Agency MBS1,568,293 36,130 (11,020)1,593,403
Agency CMBS1,248,548 2,537 (18,544)1,232,541
CMBS887,640 506 (1,883)886,263
CLO21,860 — (13)21,847
Corporate debt14,583 — (1,133)13,450
Available-for-sale debt securities$4,227,697 $41,499 $(34,342)$4,234,854 
(1)Fair value represents net carrying value. No ACL has been recorded on available-for-sale debt securities at June 30, 2022 and December 31, 2021, as the securities held are high credit quality and investment grade.
The increase of $4.4 billion in available-for-sale debt securities from December 31, 2021 to June 30, 2022, is primarily attributed to $4.4 billion of investment securities acquired from Sterling in the merger, all of which were classified as available-for-sale based on Webster's intent at closing. Accrued interest receivable of $38.9 million and $7.5 million at June 30, 2022 and December 31, 2021, respectively, is excluded from amortized cost and is reported within accrued interest receivable and other assets on the accompanying Condensed Consolidated Balance Sheets.

46


Unrealized Losses
The following table summarizes the gross unrealized losses and fair value of available-for-sale debt securities by length of time each major security type has been in a continuous unrealized loss position:
 At June 30, 2022
 Less Than 12 Months12 Months or MoreTotal
(Dollars in thousands)Fair
Value
Unrealized
Losses
Fair
Value
Unrealized
Losses
# of
Holdings
Fair
Value
Unrealized
Losses
U.S. Treasury notes$726,484 $(28,376)$— $— 23$726,484 $(28,376)
Government agency debentures276,348 (20,774)— — 19276,348 (20,774)
Municipal bonds and notes1,818,328 (94,009)— — 4831,818,328 (94,009)
Agency CMO64,760 (2,496)1,187 (7)3365,947 (2,503)
Agency MBS2,254,680 (173,815)157,559 (27,188)4512,412,239 (201,003)
Agency CMBS1,232,473 (125,931)329,032 (44,786)1331,561,505 (170,717)
CMBS741,574 (21,775)187,529 (5,200)53929,103 (26,975)
CLO— — 10,147 (38)110,147 (38)
Corporate debt728,159 (61,396)8,360 (1,950)106736,519 (63,346)
Private label MBS48,303 (1,572)— — 348,303 (1,572)
Other11,883 (632)— — 411,883 (632)
Available-for-sale debt securities in unrealized loss position$7,902,992 $(530,776)$693,814 $(79,169)1,309$8,596,806 $(609,945)
 At December 31, 2021
 Less Than Twelve MonthsTwelve Months or LongerTotal
(Dollars in thousands)Fair
Value
Unrealized
Losses
Fair
Value
Unrealized
Losses
# of
Holdings
Fair
Value
Unrealized
Losses
U.S. Treasury notes$396,966 $(1,698)$— $— 8$396,966 $(1,698)
Agency CMO7,895 (51)— — 27,895 (51)
Agency MBS506,602 (7,354)110,687 (3,666)70617,289 (11,020)
Agency CMBS632,213 (6,163)335,480 (12,381)28967,693 (18,544)
CMBS724,762 (1,744)81,253 (139)50806,015 (1,883)
CLO— — 21,848 (13)121,848 (13)
Corporate debt4,203 (76)9,247 (1,057)313,450 (1,133)
Available-for-sale debt securities in unrealized loss position$2,272,641 $(17,086)$558,515 $(17,256)162$2,831,156 $(34,342)
Webster assesses each available-for-sale debt security that is in an unrealized loss position to determine whether the decline in fair value below the amortized cost basis resulted from a credit loss or other factors. The increase in unrealized losses from December 31, 2021 to June 30, 2022 is primarily due to increased portfolio size from the merger with Sterling, and higher market rates. Market prices will approach par as the securities approach maturity.
At June 30, 2022, Webster had the intent to hold available-for-sale debt securities with unrealized losses through the anticipated recovery period, and it was more-likely-than-not that the Company would not have to sell these securities before recovery of their amortized cost basis. The issuers of these securities have not, to the Company’s knowledge, established any cause for default on these securities. As a result, the Company expects to recover the securities' entire amortized cost basis. Accordingly, no available-for-sale debt securities were in non-accrual status and there was no ACL recorded at both June 30, 2022 and December 31, 2021.
Contractual Maturities
The following table summarizes the amortized cost and fair value of available-for-sale debt securities by contractual maturity:
At June 30, 2022
(In thousands)Amortized CostFair Value
Due in one year or less$34,632 $34,446 
Due after one year through five years1,489,470 1,433,060 
Due after five through ten years1,489,030 1,405,210 
Due after ten years6,235,012 5,765,642 
Total available-for-sale debt securities$9,248,144 $8,638,358 
47


Available-for-sale debt securities that are not due at a single maturity date have been categorized based on the maturity date of the underlying collateral. Actual principal cash flows may differ from this categorization as borrowers have the right to repay their obligations with or without prepayment penalties.
Sales of Available-for Sale Debt Securities
There were no sales of available-for-sale debt securities during the three and six months ended June 30, 2022, nor during the six and months ended June 30, 2021.
Other Information
The following table summarizes available-for-sale debt securities pledged for deposits, borrowings, and other purposes:
(In thousands)At June 30, 2022At December 31, 2021
Available-for-sale debt securities pledged for deposits, at fair value$3,523,591$855,323
Available-for-sale debt securities pledged for borrowings and other, at fair value783,370924,841
Total available-for-sale debt securities pledged$4,306,961$1,780,164
At June 30, 2022, Webster had callable available-for-sale debt securities with an aggregate carrying value of $3.2 billion.
Held-to-Maturity
The following table summarizes the amortized cost, fair value, and ACL on held-to-maturity debt securities by major type:
At June 30, 2022
(In thousands)Amortized
Cost
Unrealized
Gains
Unrealized
Losses
Fair ValueAllowanceNet Carrying Value
Agency CMO$32,469 $27 $(1,095)$31,401 $— $32,469 
Agency MBS2,795,607 2,801 (235,217)2,563,191 — 2,795,607 
Agency CMBS2,677,183 434 (264,433)2,413,184 — 2,677,183 
Municipal bonds and notes879,433 2,698 (36,734)845,397 210 879,223 
CMBS163,516 (7,841)155,676 — 163,516 
Held-to-maturity debt securities$6,548,208 $5,961 $(545,320)$6,008,849 $210 $6,547,998 
At December 31, 2021
(In thousands)Amortized
Cost
Unrealized
Gains
Unrealized
Losses
Fair ValueAllowanceNet Carrying Value
Agency CMO$42,405 $655 $(25)$43,035 $— $42,405 
Agency MBS2,901,593 71,444 (11,788)2,961,249 — 2,901,593 
Agency CMBS2,378,475 11,202 (43,844)2,345,833 — 2,378,475 
Municipal bonds and notes705,918 51,572 — 757,490 214 705,704 
CMBS169,948 3,381 — 173,329 — 169,948 
Held-to-maturity debt securities$6,198,339 $138,254 $(55,657)$6,280,936 $214 $6,198,125 
Accrued interest receivable of $22.0 million and $21.2 million at June 30, 2022 and December 31, 2021, respectively, is excluded from amortized cost and is reported in accrued interest receivable and other assets on the accompanying Condensed Consolidated Balance Sheets.
An ACL on held-to-maturity debt securities is recorded for certain municipal bonds and notes to account for expected lifetime credit losses. Agency securities represent obligations issued by a U.S. government-sponsored enterprise or other federally-related entity and are either explicitly or implicitly guaranteed and therefore, assumed to be zero loss. Held-to-maturity debt securities with gross unrealized losses and no ACL are considered to be of high credit quality, and therefore, zero credit loss is recorded as of June 30, 2022. The current period unrealized loss position of certain Agency CMBS is primarily attributed to the changing interest rate environment.
The following table summarizes the activity in the ACL on held-to-maturity debt securities:
Three months ended June 30,Six months ended June 30,
(In thousands)2022202120222021
Balance, beginning of period$204$308$214$299
(Benefit) provision for credit losses674(4)83
Balance, end of period$210$382$210$382

48


Contractual Maturities
The following table summarizes the amortized cost and fair value of held-to-maturity debt securities by contractual maturity:
At June 30, 2022
(In thousands)Amortized CostFair Value
Due in one year or less$4,404 $4,426 
Due after one year through five years52,822 54,317 
Due after five years through ten years325,186 316,818 
Due after ten years6,165,796 5,633,288 
Total held-to-maturity debt securities$6,548,208 $6,008,849 
Held-to-maturity debt securities that are not due at a single maturity date have been categorized based on the maturity date of the underlying collateral. Actual principal cash flows may differ from this categorization as borrowers have the right to repay their obligations with or without prepayment penalties.
Credit Quality Information
The Company monitors the credit quality of held-to-maturity debt securities through credit ratings provided by Standard & Poor's Rating Services (S&P), Moody's Investor Services (Moody's), Fitch Ratings, Inc., Kroll Bond Rating Agency, or DBRS Inc. Credit ratings express opinions about the credit quality of a debt security, and are updated at each quarter end. Investment grade debt securities are rated BBB- or higher by S&P, or Baa3 or higher by Moody's, and are generally considered by the rating agencies and market participants to be of low credit risk. Conversely, debt securities rated below investment grade, which are labeled as speculative grade by the rating agencies, are considered to have distinctively higher credit risk than investment grade debt securities. There were no speculative grade held-to-maturity debt securities at June 30, 2022 and December 31, 2021. Held-to-maturity debt securities that are not rated are collateralized with U.S. Treasury obligations.
The following table summarizes the amortized cost basis of held-to-maturity debt securities based on their lowest publicly available credit rating:
June 30, 2022
Investment Grade
(In thousands)AaaAa1Aa2Aa3A1A2A3Baa2Not Rated
Agency CMO$— $32,469 $— $— $— $— $— $— $— 
Agency MBS— 2,795,607 — — — — — — — 
Agency CMBS— 2,677,183 — — — — — — — 
Municipal bonds and notes202,273 132,273 202,666 199,903 101,058 27,691 — — 13,569 
CMBS163,516 — — — — — — — — 
Held-to-maturity debt securities$365,789 $5,637,532 $202,666 $199,903 $101,058 $27,691 $— $— $13,569 
December 31, 2021
Investment Grade
(In thousands)AaaAa1Aa2Aa3A1A2A3Baa2Not Rated
Agency CMO$— $42,405 $— $— $— $— $— $— $— 
Agency MBS— 2,901,593 — — — — — — — 
Agency CMBS— 2,378,475 — — — — — — — 
Municipal bonds and notes207,426 119,804 227,106 104,232 35,878 8,260 — 95 3,117 
CMBS169,948 — — — — — — — — 
Held-to-maturity debt securities$377,374 $5,442,277 $227,106 $104,232 $35,878 $8,260 $— $95 $3,117 
At June 30, 2022 and December 31, 2021, there were no held-to-maturity debt securities past due under the terms of their agreements or in non-accrual status.
Other Information
The following table summarizes held-to-maturity debt securities pledged for deposits, borrowings, and other purposes:
(In thousands)At June 30, 2022At December 31, 2021
Held-to-maturity debt securities pledged for deposits, at amortized cost$1,646,707$1,834,117
Held-to-maturity debt securities pledged for borrowing and other, at amortized cost753,5931,243,139
Total held-to-maturity debt securities pledged$2,400,300$3,077,256
At June 30, 2022, Webster had callable held-to-maturity debt securities with an aggregate carrying value of $0.9 billion.
49


Note 4: Loans and Leases
The following table summarizes loans and leases by portfolio segment and class:
(In thousands)At June 30,
2022
At December 31, 2021
Commercial non-mortgage$13,935,450 $6,882,480 
Asset-based1,892,278 1,067,248 
Commercial real estate12,365,451 5,463,321 
Multi-family5,776,219 1,139,859 
Equipment financing1,778,326 627,058 
Warehouse lending914,541 — 
Commercial portfolio36,662,265 15,179,966 
Residential7,223,728 5,412,905 
Home equity1,681,610 1,593,559 
Other consumer79,140 85,299 
Consumer portfolio8,984,478 7,091,763 
Loans and leases$45,646,743 $22,271,729 
The increase of $23.4 billion in loans and leases from December 31, 2021 to June 30, 2022 is primarily attributed to the $20.5 billion of gross loans and leases acquired from Sterling in the merger, which included a $317.6 million purchase discount. The carrying amount of loans and leases at June 30, 2022 and December 31, 2021 includes net unamortized (discounts)/premiums and net unamortized deferred (costs)/fees totaling $(103.7) million and $12.3 million, respectively. Accrued interest receivable of $140.2 million and $50.7 million at June 30, 2022 and December 31, 2021, respectively, is excluded from the carrying amount of loans and leases and is reported within accrued interest receivable and other assets on the accompanying Condensed Consolidated Balance Sheets. At June 30, 2022, Webster had pledged $8.3 billion of eligible loans as collateral to support borrowing capacity at the FHLB.
Non-Accrual and Past Due Loans and Leases
The following table summarizes the aging of accrual and non-accrual loans and leases by class:
 At June 30, 2022
(In thousands)30-59 Days
Past Due and
Accruing
60-89 Days
Past Due and
Accruing
90 or More Days Past Due
and Accruing
Non-accrualTotal Past Due and Non-accrualCurrentTotal Loans
and Leases
Commercial non-mortgage$4,494 $720 $$91,672 $96,894 $13,838,556 $13,935,450 
Asset-based— — — 25,840 25,840 1,866,438 1,892,278 
Commercial real estate546 11,021 — 44,461 56,028 12,309,423 12,365,451 
Multi-family231 12,380 — 354 12,965 5,763,254 5,776,219 
Equipment financing137 633 — 14,995 15,765 1,762,561 1,778,326 
Warehouse lending— — — — — 914,541 914,541 
Commercial portfolio5,408 24,754 177,322 207,492 36,454,773 36,662,265 
Residential6,998 3,606 — 26,490 37,094 7,186,634 7,223,728 
Home equity3,972 1,266 — 32,061 37,299 1,644,311 1,681,610 
Other consumer3,876 156 — 125 4,157 74,983 79,140 
Consumer portfolio14,846 5,028 — 58,676 78,550 8,905,928 8,984,478 
Total$20,254 $29,782 $$235,998 $286,042 $45,360,701 $45,646,743 
50


 At December 31, 2021
(In thousands)30-59 Days
Past Due and
Accruing
60-89 Days
Past Due and
Accruing
90 or More Days Past Due
and Accruing
Non-accrualTotal Past Due and Non-accrualCurrentTotal Loans
and Leases
Commercial non-mortgage$3,729 $4,524 $1,977 $59,607 $69,837 $6,812,643 $6,882,480 
Asset-based— — — 2,086 2,086 1,065,162 1,067,248 
Commercial real estate508 417 519 5,046 6,490 5,456,831 5,463,321 
Multi-family— — — — — 1,139,859 1,139,859 
Equipment financing1,034 — — 3,728 4,762 622,296 627,058 
Commercial portfolio5,271 4,941 2,496 70,467 83,175 15,096,791 15,179,966 
Residential3,212 368 — 15,747 19,327 5,393,578 5,412,905 
Home equity3,467 1,600 — 23,489 28,556 1,565,003 1,593,559 
Other consumer379 181 — 224 784 84,515 85,299 
Consumer portfolio7,058 2,149 — 39,460 48,667 7,043,096 7,091,763 
Total$12,329 $7,090 $2,496 $109,927 $131,842 $22,139,887 $22,271,729 
The following table provides additional information on non-accrual loans and leases:
At June 30, 2022At December 31, 2021
(In thousands)Non-accrualNon-accrual with No AllowanceNon-accrualNon-accrual with No Allowance
Commercial non-mortgage$91,672 $22,438 $59,607 $4,802 
Asset-based25,840 1,933 2,086 2,086 
Commercial real estate44,461 4,133 5,046 4,310 
Multi-family354 285 — — 
Equipment financing14,995 2,304 3,728 — 
Commercial portfolio177,322 31,093 70,467 11,198 
Residential26,490 11,660 15,747 10,584 
Home equity32,061 17,137 23,489 18,920 
Other consumer125 224 
Consumer portfolio58,676 28,799 39,460 29,506 
Total $235,998 $59,892 $109,927 $40,704 
Interest on non-accrual loans and leases that would have been recognized as additional interest income had the loans and leases been current in accordance with their original terms totaled $5.2 million and $2.9 million for the three months ended June 30, 2022 and 2021, respectively, and $8.6 million and $6.1 million for the six months ended June 30, 2022 and 2021, respectively.
Allowance for Credit Losses on Loans and Leases
The following table summarizes the change in the ACL on loans and leases by portfolio segment:
At or for the three months ended June 30,
20222021
(In thousands)Commercial PortfolioConsumer PortfolioTotalCommercial PortfolioConsumer PortfolioTotal
ACL on loans and leases:
Balance, beginning of period$510,696 $58,675 $569,371 $283,906 $44,445 $328,351 
Provision (benefit)12,041 (313)11,728 (21,077)(497)(21,574)
Charge-offs(18,757)(896)(19,653)(594)(2,808)(3,402)
Recoveries7,765 2,288 10,053 836 3,734 4,570 
Balance, end of period$511,745 $59,754 $571,499 $263,071 $44,874 $307,945 
51


 At or for the six months ended June 30,
20222021
(In thousands)Commercial PortfolioConsumer PortfolioTotalCommercial PortfolioConsumer PortfolioTotal
ACL on loans and leases:
Balance, beginning of period$257,877 $43,310 $301,187 $312,244 $47,187 $359,431 
Initial allowance for PCD loans and leases (1)
78,376 9,669 88,045 — — — 
Provision (benefit)196,368 4,428 200,796 (44,730)(2,603)(47,333)
Charge-offs(30,005)(2,016)(32,021)(6,915)(5,782)(12,697)
Recoveries9,129 4,363 13,492 2,472 6,072 8,544 
Balance, end of period$511,745 $59,754 $571,499 $263,071 $44,874 $307,945 
Individually evaluated for impairment38,847 4,450 43,297 11,537 4,560 16,097 
Collectively evaluated for impairment$472,898 $55,304 $528,202 $251,534 $40,314 $291,848 
(1)Represents the establishment of the initial reserve for PCD loans and leases, which is reported net of $48.3 million of day one charge-offs recognized at the date of acquisition in accordance with GAAP.
Credit Quality Indicators
To measure credit risk for the commercial portfolio, the Company employs a dual grade credit risk grading system for estimating the PD and LGD. The credit risk grade system assigns a rating to each borrower and to the facility, which together form a Composite Credit Risk Profile. The credit risk grade system categorizes borrowers by common financial characteristics that measure the credit strength of borrowers and facilities by common structural characteristics. The Composite Credit Risk Profile has ten grades, with each grade corresponding to a progressively greater risk of loss. Grades (1) to (6) are considered pass ratings, and grades (7) to (10) are considered criticized, as defined by the regulatory agencies. A (7) "Special Mention" rating has a potential weakness that, if left uncorrected, may result in deterioration of the repayment prospects for the asset. A (8) "Substandard" rating has a well-defined weakness that jeopardizes the full repayment of the debt. A (9) "Doubtful" rating has all of the same weaknesses as a substandard asset with the added characteristic that the weakness makes collection or liquidation in full given current facts, conditions, and values improbable. Assets classified as a (10) "Loss" rating are considered uncollectible and are charged-off. Risk ratings, which are assigned to differentiate risk within the portfolio, are reviewed on an ongoing basis and revised to reflect changes in a borrower's current financial position and outlook, risk profile, and the related collateral and structural position. Loan officers review updated financial information or other loan factors on at least an annual basis for all pass rated loans to assess the accuracy of the risk grade. Criticized loans undergo more frequent reviews and enhanced monitoring.
52


The following tables summarize the amortized cost basis of commercial loans and leases by Composite Credit Risk Profile grade and origination year:
At June 30, 2022
(In thousands)20222021202020192018PriorRevolving Loans Amortized Cost BasisTotal
Commercial non-mortgage:
Pass$2,783,533 $2,377,368 $1,255,766 $1,047,819 $771,853 $951,184 $4,324,838 $13,512,361 
Special mention14,564 48,990 12,726 22,577 981 15,070 28,107 143,015 
Substandard19,113 4,127 88,531 38,579 59,418 23,359 43,228 276,355 
Doubtful— — — — — — 3,719 3,719 
Commercial non-mortgage2,817,210 2,430,485 1,357,023 1,108,975 832,252 989,613 4,399,892 13,935,450 
Asset-based:
Pass— — 4,239 10,292 1,135 32,105 1,711,416 1,759,187 
Special mention— — — — — — 16,905 16,905 
Substandard— 1,335 10,296 — — — 104,555 116,186 
Asset-based— 1,335 14,535 10,292 1,135 32,105 1,832,876 1,892,278 
Commercial real estate:
Pass1,505,254 2,323,635 1,839,428 1,950,358 1,234,799 2,957,244 73,024 11,883,742 
Special mention63,057 — 33,736 46,305 73,722 67,057 — 283,877 
Substandard— 1,502 11,956 29,264 40,396 114,714 — 197,832 
Commercial real estate1,568,311 2,325,137 1,885,120 2,025,927 1,348,917 3,139,015 73,024 12,365,451 
Multi-family:
Pass783,584 1,147,014 519,451 693,701 533,588 1,925,280 48,650 5,651,268 
Special mention— — — 96 40,703 27,263 9,690 77,752 
Substandard— — 391 13,299 6,872 25,448 1,189 47,199 
Multi-family783,584 1,147,014 519,842 707,096 581,163 1,977,991 59,529 5,776,219 
Equipment financing:
Pass176,328 419,545 418,902 407,760 144,014 148,275 — 1,714,824 
Special mention— 211 810 3,889 10,329 4,571 — 19,810 
Substandard564 6,199 17,626 6,492 4,626 8,185 — 43,692 
Equipment financing176,892 425,955 437,338 418,141 158,969 161,031 — 1,778,326 
Warehouse lending:
Pass— — — — — — 914,541 914,541 
Warehouse lending— — — — — — 914,541 914,541 
Commercial portfolio$5,345,997 $6,329,926 $4,213,858 $4,270,431 $2,922,436 $6,299,755 $7,279,862 $36,662,265 
53


At December 31, 2021
(In thousands)20212020201920182017PriorRevolving Loans Amortized Cost BasisTotal
Commercial non-mortgage:
Pass$2,270,320 $1,179,620 $757,343 $581,633 $292,637 $275,789 $1,182,562 $6,539,904 
Special mention14,216 22,892 37,877 15,575 9,721 15,399 27,808 143,488 
Substandard3,660 46,887 30,437 69,963 5,255 19,483 23,403 199,088 
Commercial non-mortgage2,288,196 1,249,399 825,657 667,171 307,613 310,671 1,233,773 6,882,480 
Asset-based:
Pass7,609 19,141 12,810 13,456 6,113 25,850 920,496 1,005,475 
Special mention— — — 675 — — 59,012 59,687 
Substandard— — 2,086 — — — — 2,086 
Asset-based7,609 19,141 14,896 14,131 6,113 25,850 979,508 1,067,248 
Commercial real estate:
Pass1,152,431 733,220 1,146,149 594,180 384,664 1,136,384 55,044 5,202,072 
Special mention95 3,084 — 84,475 51,536 79,096 — 218,286 
Substandard— 82 227 373 13,874 28,407 — 42,963 
Commercial real estate1,152,526 736,386 1,146,376 679,028 450,074 1,243,887 55,044 5,463,321 
Multi-family:
Pass222,875 135,924 185,087 322,688 17,054 203,558 566 1,087,752 
Special mention— — — 35,201 — — — 35,201 
Substandard— 400 — 6,933 — 9,573 — 16,906 
Multi-family222,875 136,324 185,087 364,822 17,054 213,131 566 1,139,859 
Equipment financing:
Pass231,762 188,031 93,547 41,276 14,864 32,588 — 602,068 
Special mention— 108 2,229 3,341 — 600 — 6,278 
Substandard— 8,388 4,756 2,612 332 2,624 — 18,712 
Equipment financing231,762 196,527 100,532 47,229 15,196 35,812 — 627,058 
Commercial portfolio$3,902,968 $2,337,777 $2,272,548 $1,772,381 $796,050 $1,829,351 $2,268,891 $15,179,966 
To measure credit risk for the consumer portfolio, the most relevant credit characteristic is the FICO score, which is a widely used credit scoring system that ranges from 300 to 850. A lower FICO score is indicative of higher credit risk and a higher FICO score is indicative of lower credit risk. FICO scores are updated at least on a quarterly basis.
54


The following tables summarize the amortized cost basis of consumer loans by FICO score and origination year:
At June 30, 2022
(In thousands)20222021202020192018PriorRevolving Loans Amortized Cost BasisTotal
Residential:
800+$164,672 $837,754 $443,548 $162,252 $31,583 $956,038 $— $2,595,847 
740-799543,948 1,115,053 362,292 131,927 43,086 871,037 — 3,067,343 
670-739180,392 360,598 111,903 60,984 18,295 454,271 — 1,186,443 
580-66914,711 36,678 18,426 7,379 5,496 166,899 — 249,589 
579 and below12,051 1,609 2,463 45,707 722 61,954 — 124,506 
Residential915,774 2,351,692 938,632 408,249 99,182 2,510,199 — 7,223,728 
Home equity:
800+16,548 36,338 28,476 9,258 13,236 56,108 477,736 637,700 
740-79915,217 38,181 19,301 7,482 10,935 41,745 442,455 575,316 
670-7399,187 18,704 7,887 5,063 7,230 34,952 249,804 332,827 
580-6691,903 1,922 1,481 1,083 1,435 14,767 81,025 103,616 
579 and below109 394 670 552 614 5,385 24,427 32,151 
Home equity42,964 95,539 57,815 23,438 33,450 152,957 1,275,447 1,681,610 
Other consumer:
800+167 2,083 979 1,503 563 137 18,546 23,978 
740-799471 1,122 3,217 4,476 1,731 536 16,891 28,444 
670-739503 790 4,391 6,957 2,226 289 4,468 19,624 
580-66993 287 640 1,665 365 244 1,992 5,286 
579 and below64 79 48 149 100 39 1,329 1,808 
Other consumer1,298 4,361 9,275 14,750 4,985 1,245 43,226 79,140 
Consumer portfolio$960,036 $2,451,592 $1,005,722 $446,437 $137,617 $2,664,401 $1,318,673 $8,984,478 
At December 31, 2021
(In thousands)20212020201920182017PriorRevolving Loans Amortized Cost BasisTotal
Residential:
800+$590,238 $428,118 $161,664 $35,502 $105,198 $735,517 $— $2,056,237 
740-7991,083,608 421,380 154,960 32,172 95,662 456,722 — 2,244,504 
670-739374,460 135,146 73,499 25,099 34,550 227,863 — 870,617 
580-66938,644 13,782 9,348 3,056 9,000 71,811 — 145,641 
579 and below9,478 1,051 49,252 390 2,519 33,216 — 95,906 
Residential2,096,428 999,477 448,723 96,219 246,929 1,525,129 — 5,412,905 
Home equity:
800+35,678 30,157 9,591 16,347 11,068 58,189 463,334 624,364 
740-79942,430 22,030 9,413 13,317 7,711 33,777 409,518 538,196 
670-73917,493 9,162 5,889 8,220 5,802 31,160 233,744 311,470 
580-6691,773 1,397 1,298 1,066 1,329 15,042 66,361 88,266 
579 and below380 446 725 1,060 434 5,666 22,552 31,263 
Home equity97,754 63,192 26,916 40,010 26,344 143,834 1,195,509 1,593,559 
Other consumer:
800+463 1,343 2,398 916 231 118 10,160 15,629 
740-7992,588 5,408 8,303 2,985 379 77 9,528 29,268 
670-7391,061 7,034 13,602 3,859 607 412 5,644 32,219 
580-669256 1,083 2,550 735 216 211 1,267 6,318 
579 and below147 87 215 159 40 21 1,196 1,865 
Other consumer4,515 14,955 27,068 8,654 1,473 839 27,795 85,299 
Consumer portfolio$2,198,697 $1,077,624 $502,707 $144,883 $274,746 $1,669,802 $1,223,304 $7,091,763 




55


Collateral Dependent Loans and Leases
A loan or lease is considered collateral dependent when the borrower is experiencing financial difficulty and repayment is substantially expected to be provided through the operation or sale of collateral. At June 30, 2022 and December 31, 2021, the carrying amount of collateral dependent commercial loans and leases totaled $52.2 million and $16.6 million, respectively, and the carrying amount of collateral dependent consumer loans totaled $17.4 million and $34.9 million, respectively. Commercial non-mortgage, asset-based, and equipment financing loans and leases are generally secured by machinery and equipment, inventory, receivables, or other non-real estate assets, whereas commercial real estate, multi-family, warehouse lending, residential, home equity, and other consumer loans are secured by real estate. The ACL for collateral dependent loans and leases is individually assessed based on the fair value of the collateral less costs to sell at the reporting date. At June 30, 2022 and December 31, 2021, the collateral value associated with collateral dependent loans and leases totaled $115.3 million and $86.0 million, respectively.
Troubled Debt Restructurings
The following table summarizes information related to TDRs:
(In thousands)At June 30,
2022
At December 31, 2021
Accrual status$100,080 $110,625 
Non-accrual status58,093 52,719 
Total TDRs$158,173 $163,344 
Additional funds committed to borrowers in TDR status$906 $5,975 
Specific reserves for TDRs included in the ACL on loans and leases:
Commercial portfolio$7,138 $9,017 
Consumer portfolio3,908 3,745 
The respective portions of commercial and consumer TDRs deemed to be uncollectible and charged off were $1.0 million and $0.1 million during the three months ended June 30, 2022, and $0.3 million and zero during the three months ended June 30, 2021. The respective portions of commercial and consumer TDRs deemed to be uncollectible and charged off were $10.0 million and $0.1 million during the six months ended June 30, 2022, and $1.9 million and $0.3 million during the six months ended June 30, 2021.
56


The following table summarizes loans and leases modified as TDRs by class and modification type:
Three months ended June 30,Six months ended June 30,
2022202120222021
(Dollars in thousands)Number of
Contracts
Recorded
Investment (1)
Number of
Contracts
Recorded
Investment (1)
Number of
Contracts
Recorded
Investment (1)
Number of
Contracts
Recorded
Investment (1)
Commercial non-mortgage
Extended maturity$1$502$977$557
Maturity/rate combined3351517354436210
Other (2)
122,96411122,9643114
Commercial real estate
Extended maturity1183
Equipment financing
Other (2)
11,15711,157
Residential
Extended maturity18931893199
Maturity/rate combined24012401
Other (2)
230862,7622233
Home equity
Extended maturity128
Adjusted interest rate174174
Maturity/rate combined76801141172461,025
Other (2)
93997535241,33314968
Total TDRs25$26,82617$1,17452$30,44743$3,818
(1)Post-modification balances approximate pre-modification balances. The aggregate amount of charge-offs due to restructurings was not significant.
(2)Other includes covenant modifications, forbearance, discharges under Chapter 7 bankruptcy, or other concessions.
For the three and six months ended June 30, 2022 and 2021, there were no significant loans and leases modified as TDRs within the previous 12 months and for which there was a payment default.

57


Note 5: Transfers and Servicing of Financial Assets
Webster originates and sells residential mortgage loans in the normal course of business, primarily to government-sponsored entities through established programs and securitizations. Residential mortgage origination fees, adjustments for changes in fair value, and any gain or loss recognized on residential mortgage loans sold are included in mortgage banking activities on the accompanying Condensed Consolidated Statements of Income.
The following table summarizes information related to mortgage banking activities:
 Three months ended June 30,Six months ended June 30,
(In thousands)2022202120222021
Net gain on sale$106 $1,351 $503 $3,460 
Origination fees37 377 172 918 
Fair value adjustment(41)(409)(145)(417)
Mortgage banking activities$102 $1,319 $530 $3,961 
Proceeds from sale$6,080 $68,427 $32,833 $147,735 
Loans sold with servicing rights retained4,954 66,087 30,317 141,778 
Under certain circumstances, Webster may decide to sell loans that were not originated with the intent to sell. During the three months ended June 30, 2022 and 2021, Webster sold commercial loans not originated for sale for proceeds of $67.4 million and $32.3 million, respectively, which resulted in net gains on sale of $1.4 million and $0.5 million, respectively. During the six months ended June 30, 2022 and 2021, Webster sold commercial loans not originated for sale for proceeds of $118.5 million and $49.1 million, respectively, which resulted in net gains on sale of $3.2 million and $0.7 million, respectively.
In addition, Webster may retain servicing rights on its residential mortgage loans sold in the normal course of business. At June 30, 2022 and December 31, 2021, the aggregate principal balance of residential mortgage loans serviced for others totaled $2.1 billion and $2.0 billion, respectively. Mortgage servicing assets are held at the lower of cost, net of accumulated amortization, or fair market value, and are included in accrued interest receivable and other assets on the accompanying Consolidated Balance Sheets. Webster assesses mortgage servicing assets for impairment each quarter and establishes or adjusts the valuation allowance to the extent that amortized cost exceeds the estimated fair market value.
The following table presents the change in the carrying amount for mortgage servicing assets:
Three months ended June 30,Six months ended June 30,
(In thousands)2022202120222021
Beginning balance$9,735 $12,327 $9,237 $13,422 
Additions (1)
56 616 1,124 1,202 
Amortization(1,199)(1,442)(1,769)(2,932)
Adjustment to valuation allowance— — — (191)
Ending balance$8,592 $11,501 $8,592 $11,501 
(1)In connection with the Sterling merger, Webster acquired $0.9 million of mortgage servicing assets on January 31, 2022.
Loan servicing fees, net of mortgage servicing rights amortization, were $0.5 million and $0.2 million for the three months ended June 30, 2022 and 2021, respectively, and $1.6 million and $0.6 million for the six months ended June 30, 2022 and 2021, respectively, and are included in loan and lease related fees on the accompanying Condensed Consolidated Statements of Income. Information regarding the fair value of loans held for sale and mortgage servicing assets can be found within Note 14: Fair Value Measurements.
58


Note 6: Goodwill and Other Intangible Assets
Goodwill
The following table summarizes changes in the carrying amount of goodwill:
(In thousands)At June 30,
2022
At December 31,
2021
Balance, beginning of period$538,373 $538,373 
Sterling merger1,939,432 — 
Bend acquisition35,966 — 
Balance, end of period$2,513,771 $538,373 
Information regarding goodwill by reportable segment can be found within Note 16: Segment Reporting.
Other Intangible Assets
The following table summarizes other intangible assets:
 At June 30, 2022At December 31, 2021
(In thousands)
Gross Carrying
Amount (1)
Accumulated
Amortization
Net Carrying
Amount
Gross Carrying
Amount
Accumulated
Amortization
Net Carrying
Amount
Core deposits$145,725 $27,185 $118,540 $26,625 $18,516 $8,109 
Customer relationships115,000 17,760 97,240 21,000 11,240 9,760 
Total other intangible assets$260,725 $44,945 $215,780 $47,625 $29,756 $17,869 
(1)In connection with the Sterling merger and Bend acquisition, Webster recorded a $119.1 million core deposit intangible and $94.0 million of customer relationship intangibles, all of which are being amortized on an accelerated basis over a period of 10 years.
The remaining estimated aggregate future amortization expense for other intangible assets as of June 30, 2022 is as follows:
(In thousands)Amortization Expense
Remainder of 2022$16,741 
202330,315 
202424,442 
202521,455 
202621,455 
Thereafter101,372 

59


Note 7: Deposits
The following table summarizes deposits by type:
(In thousands)At June 30,
2022
At December 31,
2021
Non-interest-bearing:
Demand$13,576,152 $7,060,488 
Interest-bearing:
Health savings accounts7,777,786 7,397,582 
Checking9,547,749 4,182,497 
Money market10,884,656 3,718,953 
Savings8,736,712 5,689,739 
Time deposits2,554,102 1,797,770 
Total interest-bearing$39,501,005 $22,786,541 
Total deposits$53,077,157 $29,847,029 
Time deposits, money market, and interest-bearing checking obtained through brokers$126,444 $120,392 
Aggregate amount of time deposit accounts that exceeded the FDIC limit322,888 256,522 
Demand deposit overdrafts reclassified as loan balances8,376 1,577 
The following table summarizes the scheduled maturities of time deposits:
(In thousands)At June 30,
2022
Remainder of 2022$1,597,832 
2023600,936 
2024136,767 
2025133,719 
202660,428 
Thereafter24,420 
Total time deposits$2,554,102 

Note 8: Borrowings
The following table summarizes securities sold under agreements to repurchase:
At June 30, 2022At December 31, 2021
(Dollars in thousands)Total OutstandingRateTotal OutstandingRate
Securities sold under agreements to repurchase (1):
Original maturity of one year or less$306,382 0.11 %$474,896 0.11 %
Original maturity of greater than one year, non-callable200,000 2.98 200,000 1.32 
Total securities sold under agreements to repurchase (1)
506,382 1.24 674,896 0.47 
Federal funds purchased1,237,400 1.64 — — 
Securities sold under agreements to repurchase and other borrowings$1,743,782 1.52 $674,896 0.47 
(1)Webster has the right of offset with respect to all repurchase agreement assets and liabilities. Total securities sold under agreements to repurchase are presented as gross transactions, as only liabilities are outstanding for the periods presented.
Securities sold under agreements to repurchase are used as a source of borrowed funds and are collateralized by Agency MBS and corporate bonds. The Company's repurchase agreement counterparties are limited to primary dealers in government securities, and commercial and municipal customers through the Corporate Treasury function. Webster may also purchase unsecured term and overnight federal funds to satisfy its short-term liquidity needs.
60


The following table summarizes information for FHLB advances:
At June 30, 2022At December 31, 2021
(Dollars in thousands)Total OutstandingWeighted-
Average Contractual Coupon Rate
Total OutstandingWeighted-
Average Contractual Coupon Rate
Maturing within 1 year$2,500,080 1.60 %$90 — %
After 1 but within 2 years194 2.96 202 2.95 
After 2 but within 3 years— — — — 
After 3 but within 4 years— — — — 
After 4 but within 5 years— — — — 
After 5 years10,536 2.03 10,705 2.03 
Total FHLB advances$2,510,810 1.60 $10,997 2.03 
Aggregate carrying value of assets pledged as collateral$8,280,906 $7,556,034 
Remaining borrowing capacity at FHLB3,219,016 5,087,294 
Webster Bank may borrow up to the amount of eligible mortgages and securities that have been pledged as collateral to secure FHLB advances, which primarily include certain residential and commercial real estate loans and home equity lines of credit. Webster Bank was in compliance with its FHLB collateral requirements at both June 30, 2022 and December 31, 2021.
The following table summarizes long-term debt:
(Dollars in thousands)At June 30,
2022
At December 31,
2021
4.375%Senior fixed-rate notes due February 15, 2024$150,000 $150,000 
4.100%
Senior fixed-rate notes due March 25, 2029 (1)
336,134 338,811 
4.000%Subordinated fixed-to-floating rate notes due December 30, 2029274,000 — 
3.875%Subordinated fixed-to-floating rate notes due November 1, 2030225,000 — 
Junior subordinated debt Webster Statutory Trust I floating-rate notes due September 17, 2033 (2)
77,320 77,320 
Total senior and subordinated debt1,062,454 566,131 
Discount on senior fixed-rate notes(865)(974)
Debt issuance cost on senior fixed-rate notes(2,024)(2,226)
Premium on subordinated fixed-to-floating rate notes16,994 — 
Long-term debt$1,076,559 $562,931 
(1)Webster de-designated its fair value hedging relationship on these senior notes in 2020. A basis adjustment of $36.1 million and $38.8 million at June 30, 2022 and December 31, 2021, respectively, is included in the carrying value and is being amortized over the remaining life of the senior notes.
(2)The interest rate on the Webster Statutory Trust I floating-rate notes, which varies quarterly based on 3-month LIBOR plus 2.95%, was 4.98% and 3.17% at June 30, 2022 and December 31, 2021, respectively.
Webster assumed $274.0 million in aggregate principal amount of 4.00% fixed-to-floating rate subordinated notes due on December 30, 2029 (the 2029 subordinated notes) in connection with the Sterling merger. The 2029 subordinated notes were issued by Sterling on December 16, 2019 through a public offering, and are redeemable at a price equal to the total principal amount plus any accrued and unpaid interest thereon, in whole or in part by Webster on December 30, 2024, or any interest payment date thereafter, upon the occurrence of certain specified events. Until December 30, 2024, the interest rate is fixed at 4.00% and payable semi-annually in arrears on each June 30 and December 30. From December 30, 2024 through the earlier of maturity or redemption, the 2029 subordinated notes will bear interest at a floating rate per annum equal to three-month term SOFR plus 253 basis points, payable quarterly in arrears on each March 30, June 30, September 30, and December 30.
In addition, Webster assumed $225.0 million in aggregate principal amount of 3.875% fixed-to-floating rate subordinated notes due on November 1, 2030 (the 2030 subordinated notes) in connection with the Sterling merger. The 2030 subordinated notes were issued by Sterling on October 30, 2020 through a public offering, and are redeemable at a price equal to the total principal amount plus any accrued and unpaid interest thereon, in whole or in part by Webster on December 30, 2024, or any interest payment date thereafter, upon the occurrence of certain specified events. Until November 1, 2025, the interest rate is fixed at 3.875% and payable semi-annually in arrears on each May 1 and December 30. From November 1, 2025 through the earlier of maturity or redemption, the 2030 subordinated notes will bear interest at a floating rate per annum equal to three-month term SOFR plus 369 basis points, payable quarterly in arrears on each February 1, May 1, August 1, and November 1.
Webster recorded the 2029 and 2030 subordinated notes at their estimated fair value of $281.0 million and $235.9 million, respectively, on the merger effective date. The purchase premiums are being amortized into interest expense over the remaining lives of the subordinated notes.
61


Note 9: Accumulated Other Comprehensive (Loss) Income, Net of Tax
The following table summarizes the changes in each component of accumulated other comprehensive (loss) income, net of tax:
Three months ended June 30, 2022Six months ended June 30, 2022
(In thousands)Securities Available For SaleDerivative InstrumentsDefined Benefit Pension and Other Postretirement Benefit PlansTotalSecurities Available For SaleDerivative InstrumentsDefined Benefit Pension and Other Postretirement Benefit PlansTotal
Balance, beginning of period$(240,343)$(1,774)$(33,606)$(275,723)$4,536 $6,070 $(33,186)$(22,580)
Other comprehensive (loss) before reclassifications(205,273)(1,070)(328)(206,671)(450,152)(9,683)(1,047)(460,882)
Amounts reclassified from accumulated other comprehensive (loss) income— 762 300 1,062 — 1,531 599 2,130 
Other comprehensive (loss),
net of tax
(205,273)(308)(28)(205,609)(450,152)(8,152)(448)(458,752)
Balance, end of period$(445,616)$(2,082)$(33,634)$(481,332)$(445,616)$(2,082)$(33,634)$(481,332)
Three months ended June 30, 2021Six months ended June 30, 2021
(In thousands)Securities Available For SaleDerivative InstrumentsDefined Benefit Pension and Other Postretirement Benefit PlansTotalSecurities Available For SaleDerivative InstrumentsDefined Benefit Pension and Other Postretirement Benefit PlansTotal
Balance, beginning of period$37,071 $15,546 $(44,343)$8,274 $67,424 $19,918 $(45,086)$42,256 
Other comprehensive (loss) before reclassifications(1,473)(2,475)— (3,948)(31,826)(7,645)— (39,471)
Amounts reclassified from accumulated other comprehensive income (loss)— 823 741 1,564 — 1,621 1,484 3,105 
Other comprehensive (loss) income, net of tax(1,473)(1,652)741 (2,384)(31,826)(6,024)1,484 (36,366)
Balance, end of period$35,598 $13,894 $(43,602)$5,890 $35,598 $13,894 $(43,602)$5,890 
The following table further summarizes the amounts reclassified from accumulated other comprehensive (loss) income:
Accumulated Other Comprehensive
(Loss) Income Components
Three months ended June 30,Six months ended June 30,Associated Line Item on the
Condensed Consolidated Statements of Income
2022202120222021
(In thousands)
Derivative instruments:
Hedge terminations$(76)$(77)$(153)$(153)Interest expense
Premium amortization(969)(1,037)(1,947)(2,042)Interest income
Tax benefit283 291 569 574 Income tax expense
Net of tax$(762)$(823)$(1,531)$(1,621)
Defined benefit pension and other
postretirement benefit plans:
Actuarial loss amortization$(411)$(1,007)$(822)$(2,015)Other non-interest expense
Tax benefit111 266 223 531 Income tax expense
Net of tax$(300)$(741)$(599)$(1,484)

62


Note 10: Regulatory Capital and Restrictions
Capital Requirements
Webster Financial Corporation and Webster Bank are subject to various regulatory capital requirements administered by the federal banking agencies. Failure to meet minimum capital requirements can initiate certain mandatory actions by regulators that could have a direct material effect on the Company’s financial statements. Under capital adequacy guidelines and the regulatory framework for prompt corrective action, both Webster Financial Corporation and Webster Bank must meet specific capital guidelines that involve quantitative measures of assets, liabilities, and certain off-balance sheet items calculated pursuant to regulatory directives. Capital amounts and classification are also subject to qualitative judgments by the regulators about components, risk weightings, and other factors.
Quantitative measures established by the Basel III Capital Rules to ensure capital adequacy require the Company to maintain minimum ratios of CET1 capital to total risk-weighted assets (CET1 risk-based capital), Tier 1 capital to total risk-weighted assets (Tier 1 risk-based capital), Total capital to total risk-weighted assets (Total risk-based capital), and Tier 1 capital to average tangible assets (Tier 1 leverage capital), as defined in the regulations.
CET1 capital consists of common shareholders’ equity less deductions for goodwill and other intangible assets, and certain deferred tax adjustments. Upon adoption of the Basel III Capital Rules, Webster elected to opt-out of the requirement to include certain components of accumulated other comprehensive income in CET1 capital. Tier 1 capital consists of CET1 capital plus preferred stock. Total capital consists of Tier 1 capital and Tier 2 capital, as defined in the regulations. Tier 2 capital includes permissible portions of subordinated debt and the ACL.
At June 30, 2022 and December 31, 2021, Webster Financial Corporation and Webster Bank were both classified as well-capitalized. Management believes that no events or changes have occurred subsequent to quarter-end that would change this designation.
The following table provides information on the capital ratios for Webster Financial Corporation and Webster Bank:
At June 30, 2022
 
Actual (1)
Minimum RequirementWell Capitalized
(Dollars in thousands)AmountRatioAmountRatioAmountRatio
Webster Financial Corporation
CET1 risk-based capital$5,543,209 11.09 %$2,249,952 4.5 %$3,249,931 6.5 %
Total risk-based capital6,955,295 13.91 3,999,915 8.0 4,999,893 10.0 
Tier 1 risk-based capital5,827,188 11.65 2,999,936 6.0 3,999,915 8.0 
Tier 1 leverage capital 5,827,188 9.12 2,555,095 4.0 3,193,869 5.0 
Webster Bank
CET1 risk-based capital$6,473,249 12.97 %$2,246,277 4.5 %$3,244,623 6.5 %
Total risk-based capital7,008,042 14.04 3,993,382 8.0 4,991,727 10.0 
Tier 1 risk-based capital6,473,249 12.97 2,995,036 6.0 3,993,382 8.0 
Tier 1 leverage capital 6,473,249 10.15 2,551,728 4.0 3,189,660 5.0 
At December 31, 2021
 
Actual (1)
Minimum RequirementWell Capitalized
(Dollars in thousands)AmountRatioAmountRatioAmountRatio
Webster Financial Corporation
CET1 risk-based capital$2,804,290 11.72 %$1,076,871 4.5 %$1,555,480 6.5 %
Total risk-based capital3,265,064 13.64 1,914,436 8.0 2,393,046 10.0 
Tier 1 risk-based capital2,949,327 12.32 1,435,827 6.0 1,914,436 8.0 
Tier 1 leverage capital 2,949,327 8.47 1,393,607 4.0 1,742,008 5.0 
Webster Bank
CET1 risk-based capital$3,034,883 12.69 %$1,075,920 4.5 %$1,554,107 6.5 %
Total risk-based capital3,273,300 13.69 1,912,747 8.0 2,390,934 10.0 
Tier 1 risk-based capital3,034,883 12.69 1,434,560 6.0 1,912,747 8.0 
Tier 1 leverage capital 3,034,883 8.72 1,392,821 4.0 1,741,026 5.0 
(1)In accordance with regulatory capital rules, Webster elected an option to delay the estimated impact of the adoption of CECL on its regulatory capital over a two-year deferral period, which ended on January 1, 2022, and a subsequent three-year transition period ending on December 31, 2024. Therefore, the December 31, 2021 capital ratios and amounts exclude the impact of the increased ACL on loans and leases, held-to-maturity debt securities, and unfunded loan commitments related to the adoption of CECL on January 1, 2020, adjusted for an approximation of the after-tax provision for credit losses attributable to CECL relative to the incurred loss methodology during the deferral period. During the three year transition period, capital ratios will begin to phase out the aggregate amount of the capital benefit provided in the initial two years. For 2022, 2023, and 2024, Webster is allowed 75%, 50%, and 25% of the capital benefit as of December 31, 2021, respectively, with full absorption occurring in 2025.
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Dividend Restrictions
Webster Financial Corporation is dependent upon dividends from Webster Bank to provide funds for the payment of dividends to shareholders and to provide for other cash requirements. Dividends paid by the Bank are subject to various federal and state regulatory limitations. Express approval by the OCC is required if the effect of dividends declared would cause the regulatory capital of the Bank to fall below specified minimum levels or if the amount would exceed the net income for that year combined with the undistributed net income for the preceding two years. Webster Bank paid $125.0 million in dividends to Webster Financial Corporation for the three and six months ended June 30, 2022, and $60.0 million and $120.0 million for the three and six months ended June 30, 2021, respectively, for which no express approval from the OCC was required.
Cash Restrictions
Webster Bank is required under Federal Reserve regulations to maintain cash reserve balances in the form of vault cash or deposits held at a FRB to ensure that it is able to meet customer demands. The reserve requirement ratio is subject to adjustment as economic conditions warrant. Effective March 26, 2020, the Federal Reserve reset the requirement to zero in order to address liquidity concerns resulting from the COVID-19 pandemic. Pursuant to this action, the Bank was not required to hold cash reserve balances at both June 30, 2022 and December 31, 2021.
Note 11: Variable Interest Entities
Webster has an investment interest in the following entities that meet the definition of a variable interest entity.
Consolidated
Rabbi Trust. The Company established a Rabbi Trust to meet the obligations due under its Deferred Compensation Plan for Directors and Officers and to mitigate expense volatility. The funding of the Rabbi Trust and the discontinuation of the Deferred Compensation Plan for Directors and Officers occurred during 2012. In connection with the Sterling merger, Webster acquired assets held in a separate Rabbi Trust that had been previously established to fund obligations due under the Greater New York Savings Bank Directors' Retirement Plan, which was also assumed from Sterling.
Investments held in the Rabbi Trusts consist primarily of mutual funds that invest in equity and fixed income securities. Webster is considered the primary beneficiary of these Rabbi Trusts as it has the power to direct the activities of the Rabbi Trusts that most significantly impact its economic performance and it has the obligation to absorb losses and/or the right to receive benefits of the Rabbi Trusts that could potentially be significant.
The Rabbi Trusts' assets are included in accrued interest receivable and other assets on the accompanying Condensed Consolidated Balance Sheets. Investment earnings are included in other non-interest income, and depending on the nature of the underlying assets in the Rabbi Trusts, fair value changes are either recognized in other non-interest income or in other comprehensive (loss) income, net of tax, on the accompanying Condensed Consolidated Statements of Income or on the accompanying Condensed Consolidated Statements of Comprehensive Income, respectively. Information regarding the fair value of the Rabbi Trusts' investments can be found within Note 14: Fair Value Measurements.
Non-Consolidated
Tax Credit Finance Investments. Webster makes non-marketable equity investments in entities that sponsor affordable housing and other community development projects that qualify for the Low Income Housing Tax Credit (LIHTC) Program pursuant to Section 42 of the Internal Revenue Code. The purpose of these investments is not only to assist the Bank in meeting its responsibilities under the CRA, but also to provide a return, primarily through the realization of tax benefits. While Webster's investment in an entity may exceed 50% of its outstanding equity interests, the entity is not consolidated as the Company is not the primary beneficiary. Webster has determined that it is not the primary beneficiary due to its inability to direct the activities that most significantly impact economic performance and the Company does not have the obligation to absorb losses and/or the right to receive benefits. Webster applies the proportional amortization method to subsequently measure its investments in qualified affordable housing projects.
The following table summarizes Webster's LIHTC investments and related unfunded commitments:
(In thousands)June 30, 2022December 31, 2021
Gross investment in LIHTC (1)
$660,963 $68,635 
Accumulated amortization(51,665)(25,216)
Net investment in LIHTC$609,298 $43,419 
Unfunded commitments for LIHTC investments (1)
$310,881 $11,106 
(1)In connection with the Sterling merger, Webster acquired $515.6 million of LIHTC investments and assumed $267.3 million of unfunded commitments for LIHTC investments on January 31, 2022.
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The aggregate carrying value of Webster's LIHTC investments is included in accrued interest receivable and other assets on the accompanying Condensed Consolidated Balance Sheets, and represents the Company's maximum exposure to loss. The related unfunded commitments are included in accrued expenses and other liabilities on the accompanying Condensed Consolidated Balance Sheets. In addition to those acquired from Sterling, there were $76.7 million of net commitments approved to fund LIHTC investments during the six months ended June 30, 2022, and $10.6 million during the six months ended June 30, 2021.
Webster Statutory Trust. Webster owns all the outstanding common stock of Webster Statutory Trust, a financial vehicle that has issued, and in the future may issue, trust preferred securities. The Company is not the primary beneficiary of Webster Statutory Trust. Webster Statutory Trust's only assets are junior subordinated debentures that are issued by the Company, which were acquired using the proceeds from the issuance of trust preferred securities and common stock. The junior subordinated debentures are included in long-term debt on the accompanying Condensed Consolidated Balance Sheets, and the related interest expense is reported as interest expense on long-term debt on the accompanying Condensed Consolidated Statements of Income. Additional information regarding these junior subordinated debentures can be found within Note 8: Borrowings.
Other Non-Marketable Investments. Webster invests in alternative investments comprising interests in non-public entities that cannot be redeemed since the investment is distributed as the underlying equity is liquidated. The ultimate timing and amount of these distributions cannot be predicted with reasonable certainty. For each of these alternative investments that is classified as a variable interest entity, the Company has determined that it is not the primary beneficiary due to its inability to direct the activities that most significantly impact economic performance. The aggregate carrying value of Webster's other non-marketable investments was $122.2 million and $61.5 million at June 30, 2022 and December 31, 2021, respectively, which is included in accrued interest receivable and other assets on the accompanying Condensed Consolidated Balance Sheets, and its maximum exposure to loss, including unfunded commitments, was $171.7 million and $95.9 million, respectively. Information regarding the fair value of other non-marketable investments can be found within Note 14: Fair Value Measurements.
Additional Information regarding Webster's consolidation of variable interest entities can be found within Note 1: Summary of Significant Accounting Policies in the Consolidated Financial Statements contained in Part II - Item 8. Financial Statements and Supplementary Data of the Company's Annual Reporting on Form 10-K for the year ended December 31, 2021.
Note 12: Earnings Per Common Share
The following table summarizes the calculation of basic and diluted earnings per common share:
 Three months ended June 30,Six months ended June 30,
(In thousands, except per share data)2022202120222021
Net income$182,311 $94,035 $165,564 $202,113 
Less: Preferred stock dividends4,163 1,969 7,594 3,938 
Net income available to common shareholders178,148 92,066 157,970 198,175 
Less: Earnings allocated to participating securities1,718 511 1,456 1,090 
Earnings applicable to common shareholders$176,430 $91,555 $156,514 $197,085 
Weighted-average common shares outstanding - basic175,845 90,027 161,698 89,918 
Effect of dilutive securities50 194 87 246 
Weighted-average common shares outstanding - diluted175,895 90,221 161,785 90,164 
Basic earnings per common share$1.00 $1.02 $0.97 $2.19 
Diluted earnings per common share1.00 1.01 0.97 2.19 
Earnings per common share is calculated under the two-class method in which all earnings (distributed and undistributed) are allocated to common stock and participating securities based on their respective rights to receive dividends. Webster may grant restricted stock, restricted stock units, non-qualified stock options, incentive stock options, or stock appreciation rights to certain employees and directors under its stock-based compensation programs, which entitle recipients to receive non-forfeitable dividends during the vesting period on a basis equivalent to the dividends paid to holders of common stock. These unvested awards meet the definition of participating securities.
Potential common shares from stock options and performance-based restricted stock awards that were not included in the computation of dilutive earnings per common share because they were anti-dilutive under the treasury stock method were 379,308 and 298,617 for the three and six months ended June 30, 2022, respectively, and 55,027 and 27,666 for the three and six months ended June 30, 2021, respectively.
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Note 13: Derivative Financial Instruments
Derivative Positions and Offsetting
Derivatives Designated in Hedge Relationships. Interest rate swaps allow the Company to change the fixed or variable nature of an interest rate without the exchange of the underlying notional amount. Certain pay fixed/receive variable interest rate swaps are designated as cash flow hedges to effectively convert variable-rate debt into fixed-rate debt, while certain receive fixed/pay variable interest rate swaps are designated as fair value hedges to effectively convert fixed-rate long-term debt into variable-rate debt. Certain purchased options are designated as cash flow hedges. Purchased options allow the Company to limit the potential adverse impact of variable interest rates by establishing a cap or floor rate in exchange for an upfront premium. The purchased options designated as cash flow hedges represent interest rate caps where payment is received from the counterparty if interest rates rise above the cap rate, and interest rate floors where payment is received from the counterparty when interest rates fall below the floor rate.
Derivatives Not Designated in Hedge Relationships. The Company also enters into other derivative transactions to manage economic risks but does not designate the instruments in hedge relationships. Further, the Company enters into derivative contracts to accommodate customer needs. Derivative contracts with customers are offset with dealer counterparty transactions structured with matching terms to ensure minimal impact on earnings.
The following table presents the notional amounts and fair values, including accrued interest, of derivative positions:
At June 30, 2022
Asset DerivativesLiability Derivatives
(In thousands)Notional AmountsFair ValueNotional AmountsFair Value
Designated as hedging instruments:
Interest rate derivatives (1)
$2,000,000 $3,843 $500,000 $193 
Not designated as hedging instruments:
Interest rate derivatives (1)
6,922,130 121,351 6,390,965 212,078 
Mortgage banking derivatives (2)
223 — — 
Other (3)
169,356 820 482,326 280 
Total not designated as hedging instruments7,091,709 122,173 6,873,291 212,358 
Gross derivative instruments, before netting$9,091,709 126,016 $7,373,291 212,551 
Less: Master netting agreements11,722 11,722 
Cash collateral89,220 100 
Total derivative instruments, after netting$25,074 $200,729 
At December 31, 2021
Asset DerivativesLiability Derivatives
(In thousands)Notional AmountsFair ValueNotional AmountsFair Value
Designated as hedging instruments:
Interest rate derivatives (1)
$1,000,000 $17,583 $— $— 
Not designated as hedging instruments:
Interest rate derivatives (1)
4,463,048 141,243 4,372,846 21,570 
Mortgage banking derivatives (2)
14,212 80 — — 
Other (3)
76,755 211 374,688 214 
Total not designated as hedging instruments4,554,015 141,534 4,747,534 21,784 
Gross derivative instruments, before netting$5,554,015 159,117 $4,747,534 21,784 
Less: Master netting agreements6,364 6,364 
Cash collateral19,272 2,119 
Total derivative instruments, after netting$133,481 $13,301 
(1)Balances related to clearing houses are presented as a single unit of account. In accordance with their rule books, clearing houses legally characterize variation margin payments as settlement of derivatives rather than collateral against derivative positions. Notional amounts of interest rate swaps cleared through clearing houses include $2.7 billion and $0.4 billion for asset derivatives and $0.4 billion and $2.6 billion for liability derivatives at June 30, 2022 and December 31, 2021, respectively. The related fair values approximate zero.
(2)Notional amounts related to residential loans exclude approved floating rate commitments of $0.2 million and $1.0 million at June 30, 2022 and December 31, 2021, respectively.
(3)Other derivatives include foreign currency forward contracts related to lending arrangements and customer hedging activity, a Visa equity swap transaction, and risk participation agreements. Notional amounts of risk participation agreements include $131.7 million and $66.0 million for asset derivatives and $463.8 million and $338.2 million for liability derivatives at June 30, 2022 and December 31, 2021, respectively, that have insignificant related fair values.
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The following table presents fair value positions transitioned from gross to net upon applying counterparty netting agreements:
At June 30, 2022
(In thousands)Gross Amount RecognizedDerivative Offset AmountCash Collateral Received/PledgedNet Amount PresentedAmounts Not Offset
Asset derivatives$107,886 $11,722 $89,220 $6,944 $7,314 
Liability derivatives11,855 11,722 100 33 1,614 
At December 31, 2021
(In thousands)Gross Amount RecognizedDerivative Offset AmountCash Collateral Received/PledgedNet Amount PresentedAmounts Not Offset
Asset derivatives$25,636 $6,364 $19,272 $— $51 
Liability derivatives8,483 6,364 2,119 — 428 
Derivative Activity
The following table summarizes the income statement effect of derivatives designated as cash flow hedges:
Recognized InThree months ended June 30,Six months ended June 30,
(In thousands)Net Interest Income2022202120222021
Interest rate derivativesLong-term debt$77 $123 $153 $244 
Interest rate derivativesInterest and fees on loans and leases(1,244)(2,645)(3,803)(5,227)
Net recognized on cash flow hedges$(1,167)$(2,522)$(3,650)$(4,983)
The following table summarizes information related to a fair value hedging adjustment:
Condensed Consolidated Balance Sheet Line Item in Which Hedged Item is LocatedCarrying Amount of Hedged ItemCumulative Amount of Fair Value Hedging Adjustment Included in Carrying Amount
(In thousands)At June 30,
2022
At December 31,
2021
At June 30,
2022
At December 31,
2021
Long-term debt$336,134 $338,811 $36,134 $38,811 
The following table summarizes the income statement effect of derivatives not designated as hedging instruments:
Recognized InThree months ended June 30,Six months ended June 30,
(In thousands)Non-interest Income2022202120222021
Interest rate derivativesOther income$12,814 $(239)$19,259 $4,405 
Mortgage banking derivativesMortgage banking activities(29)(212)(78)(594)
OtherOther income1,027 (303)1,424 169 
Total not designated as hedging instruments$13,812 $(754)$20,605 $3,980 
Purchased options designated as cash flow hedges exclude time-value premiums from the assessment of hedge effectiveness. Time-value premiums are amortized on a straight-line basis. At June 30, 2022, the remaining unamortized balance of time-value premiums was $4.3 million. Over the next twelve months, an estimated $3.1 million decrease to interest expense will be reclassified from (AOCL) AOCI relating to cash flow hedges, and an estimated $0.3 million increase to interest expense will be reclassified from (AOCL) AOCI relating to hedge terminations. At June 30, 2022, the remaining unamortized loss on terminated cash flow hedges is $0.5 million. The maximum length of time over which forecasted transactions are hedged is 4.6 years. Additional information about cash flow hedge activity impacting (AOCL) AOCI and the related amounts reclassified to interest expense is provided in Note 9: Accumulated Other Comprehensive (Loss) Income, Net of Tax. Information about the valuation methods used to measure the fair value of derivatives is provided in Note 14: Fair Value Measurements.
Derivative Exposure. At June 30, 2022, the Company had $70.3 million in initial margin collateral posted at clearing houses. In addition, $90.8 million of cash collateral received is included in cash and due from banks on the accompanying Condensed Consolidated Balance Sheets. Webster regularly evaluates the credit risk of its derivative customers, taking into account the likelihood of default, net exposures, and remaining contractual life, among other related factors. Credit risk exposure is mitigated as transactions with customers are generally secured by the same collateral of the underlying transactions. Current net credit exposure relating to interest rate derivatives with Webster Bank customers was $18.1 million at June 30, 2022. In addition, the Company monitors potential future exposure, representing its best estimate of exposure to remaining contractual maturity. The potential future exposure relating to interest rate derivatives with Webster Bank customers totaled $55.7 million at June 30, 2022. Webster has incorporated a valuation adjustment to reflect nonperformance risk in the fair value measurement of its derivatives, which totaled $6.1 million and $(0.4) million at June 30, 2022 and December 31, 2021, respectively. Various factors impact changes in the valuation adjustment over time, including changes in the credit spreads of the parties to the contracts, as well as changes in market rates and volatilities, which affect the total expected exposure of the derivative instruments.
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Note 14: Fair Value Measurements
Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The determination of fair value may require the use of estimates when quoted market prices are not available. Fair value estimates made at a specific point in time are based on management’s judgments regarding future expected losses, current economic conditions, the risk characteristics of each financial instrument, and other subjective factors that cannot be determined with precision.
The framework for measuring fair value provides a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The three levels within the fair value hierarchy are as follows:
Level 1: Inputs to the valuation methodology are unadjusted quoted prices for identical assets or liabilities in active markets that Webster has the ability to access at the measurement date.
Level 2: Inputs to the valuation methodology include quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in inactive markets, inputs other than quoted prices that are observable for the asset or liability (such as interest rates, rate volatility, prepayment speeds, and credit ratings), or inputs that are derived principally from or corroborated by market data, correlation, or other means.
Level 3: Inputs to the valuation methodology are unobservable and significant to the fair value measurement. This includes certain pricing models or other similar techniques that require significant management judgment or estimation.
Assets and Liabilities Measured at Fair Value on a Recurring Basis
Available-for-Sale Investment Securities. When unadjusted quoted prices are available in an active market, Webster classifies available-for-sale investment securities within Level 1 of the fair value hierarchy. U.S. Treasury notes have a readily determinable fair value, and therefore are classified within Level 1 of the fair value hierarchy.
When quoted market prices are not available, Webster employs an independent pricing service that utilizes matrix pricing to calculate fair value. These fair value measurements consider observable data such as dealer quotes, market spreads, cash flows, yield curves, live trading levels, trade execution data, market consensus prepayments speeds, credit information, and the respective terms and conditions for debt instruments. Management maintains procedures to monitor the pricing service's results and has a process in place to challenge their valuations and methodologies that appear unusual or unexpected. Government agency debentures, municipal bonds and notes, Agency CMO, Agency MBS, Agency CMBS, CMBS, CLO, corporate debt, private label MBS, and other securities available-for-sale are classified within Level 2 of the fair value hierarchy.
Derivative Instruments. The fair values presented for derivative instruments include any accrued interest. Foreign exchange contracts are valued based on unadjusted quoted prices in active markets and accordingly are classified within Level 1 of the fair value hierarchy. Except for mortgage banking derivatives, all other derivative instruments are valued using third-party valuation software, which considers the present value of cash flows discounted using observable forward rate assumptions. The resulting fair value is then validated against valuations performed by independent third parties. These derivative instruments are classified within Level 2 of the fair value hierarchy.
Mortgage Banking Derivatives. Webster uses forward sales of mortgage loans and mortgage-backed securities to manage the risk of loss associated with its mortgage loan commitments and mortgage loans held for sale. Prior to closing and funding certain single-family residential mortgage loans, an interest rate lock commitment is generally extended to the borrower. During this in-between time period, Webster is subject to the risk that market interest rates may change. If rates rise, investors generally will pay less to purchase mortgage loans, which would result in a reduction in the gain on sale of the loans, or possibly a loss. In an effort to mitigate this risk, forward delivery sales commitments are established in which Webster agrees to either deliver whole mortgage loans to various investors or issue mortgage-backed securities. The fair value of mortgage banking derivatives is determined based on current market prices for similar assets in the secondary market. Accordingly, mortgage banking derivatives are classified within Level 2 of the fair value hierarchy.
Originated Loans Held For Sale. Webster has elected to measure originated loans held for sale at fair value under the fair value option per ASC Topic 825, Financial Instruments. Electing to measure originated loans held for sale at fair value reduces certain timing differences and better reflects the price Webster would expect to receive from the sale of these loans. The fair value of originated loans held for sale is based on quoted market prices of similar loans sold in conjunction with securitization transactions. Accordingly, originated loans held for sale are classified within Level 2 of the fair value hierarchy.
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The following table compares the fair value to the unpaid principal balance of originated loans held for sale:
At June 30, 2022At December 31, 2021
(In thousands)Fair ValueUnpaid Principal BalanceDifferenceFair ValueUnpaid Principal BalanceDifference
Originated loans held for sale$388 $378 $10 $4,694 $5,034 $(340)
Rabbi Trust Investments. Investments held in each of the Rabbi Trusts consist primarily of mutual funds that invest in equity and fixed income securities. Shares of these mutual funds are valued based on the net asset value (NAV) as reported by the trustee of the funds, which represents quoted prices in active markets. Webster has elected to measure the Rabbi Trusts' investments at fair value. Accordingly, the Rabbi Trusts' investments are classified within Level 1 of the fair value hierarchy. At June 30, 2022, the cost basis of the Rabbi Trusts' investments was $8.9 million.
Alternative Investments. Equity investments have a readily determinable fair value when unadjusted quoted prices are available in an active market for identical assets. Accordingly, these alternative investments are classified within Level 1 of the fair value hierarchy. At June 30, 2022, equity investments with a readily determinable fair value had a carrying amount of $0.7 million and no remaining unfunded commitment. During the three and six months ended June 30, 2022, there were write-downs in fair value of $0.4 million and $1.2 million, respectively, associated with these alternative investments.
Equity investments that do not have a readily available fair value may qualify for the NAV practical expedient if they meet certain requirements. Webster's alternative investments measured at NAV consist of investments in non-public entities that cannot be redeemed since investments are distributed as the underlying equity is liquidated. Alternative investments measured at NAV are not classified within the fair value hierarchy. At June 30, 2022, these alternative investments had a carrying amount of $70.4 million and a remaining unfunded commitment of $18.2 million.
The following table summarizes the fair values of assets and liabilities measured at fair value on a recurring basis:
 At June 30, 2022
(In thousands)Level 1Level 2Level 3Total
Financial Assets:
Available-for-sale investment securities:
U.S. Treasury notes$726,484 $— $— $726,484 
Government agency debentures— 291,203 — 291,203 
Municipal bonds and notes— 1,830,630 — 1,830,630 
Agency CMO— 71,247 — 71,247 
Agency MBS— 2,421,333 — 2,421,333 
Agency CMBS— 1,561,505 — 1,561,505 
CMBS— 929,103 — 929,103 
CLO— 10,147 — 10,147 
Corporate debt— 736,520 — 736,520 
Private label MBS— 48,303 — 48,303 
Other— 11,883 — 11,883 
Total available-for-sale investment securities726,484 7,911,874 — 8,638,358 
Gross derivative instruments, before netting (1)
794 125,222 — 126,016 
Originated loans held for sale— 388 — 388 
Investments held in Rabbi Trust12,621 — — 12,621 
Alternative investments (2)
718 — — 71,074 
Total financial assets$740,617 $8,037,484 $— $8,848,457 
Financial Liabilities:
Gross derivative instruments, before netting (1)
$99 $212,452 $— $212,551 
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 At December 31, 2021
(In thousands)Level 1Level 2Level 3Total
Financial Assets:
Available-for-sale investment securities:
U.S. Treasury notes$396,966 $— $— $396,966 
Agency CMO— 90,384 — 90,384 
Agency MBS— 1,593,403 — 1,593,403 
Agency CMBS— 1,232,541 — 1,232,541 
CMBS— 886,263 — 886,263 
CLO— 21,847 — 21,847 
Corporate debt— 13,450 — 13,450 
Total available-for-sale investment securities396,966 3,837,888 — 4,234,854 
Gross derivative instruments, before netting (1)
187 158,930 — 159,117 
Originated loans held for sale— 4,694 — 4,694 
Investments held in Rabbi Trust3,416 — — 3,416 
Alternative investments (2)
1,877 — — 27,732 
Total financial assets$402,446 $4,001,512 $— $4,429,813 
Financial Liabilities:
Gross derivative instruments, before netting (1)
$141 $21,643 $— $21,784 
(1)Additional information regarding the impact of netting derivative assets and derivative liabilities, as well as the impact from offsetting cash collateral paid to the same derivative counterparties, can be found within Note 13: Derivative Financial Instruments.
(2)Certain alternative investments are recorded at NAV. Assets measured at NAV are not classified within the fair value hierarchy.
Assets Measured at Fair Value on a Non-Recurring Basis
Webster measures certain assets at fair value on a non-recurring basis. The following is a description of the valuation methodologies used for assets measured at fair value on a non-recurring basis.
Alternative Investments. The measurement alternative has been elected for alternative investments without readily determinable fair values that do not qualify for the NAV practical expedient. The measurement alternative requires investments to be measured at cost minus impairment, if any, plus or minus adjustments resulting from observable price changes in orderly transactions for an identical or similar investment of the same issuer. Accordingly, these alternative investments are classified within Level 2 of the fair value hierarchy. At June 30, 2022, the carrying amount of these alternative investments was $30.6 million. There were no write-ups due to observable price changes or write-downs due to impairment during the three and six months ended June 30, 2022.
Loans Transferred to Held for Sale. Once a decision has been made to sell loans not previously classified as held for sale, these loans are transferred into the held for sale category and carried at the lower of cost or fair value. At the time of transfer into held for sale classification, any amount by which cost exceeds fair value is accounted for as a valuation allowance. This activity generally pertains to commercial loans with observable inputs, and therefore, are classified within Level 2 of the fair value hierarchy. However, should these loans include adjustments for changes in loan characteristics based on unobservable inputs, the loans would then be classified within Level 3 of the fair value hierarchy. At June 30, 2022, the carrying amount of loans transferred to held for sale was zero.
Collateral Dependent Loans and Leases. Loans and leases for which repayment is substantially expected to be provided through the operation or sale of collateral are considered collateral dependent, and are valued based on the estimated fair value of the collateral, less estimated costs to sell at the reporting date, using customized discounting criteria. Accordingly, collateral dependent loans and leases are classified within Level 3 of the fair value hierarchy.
Other Real Estate Owned and Repossessed Assets. Other real estate owned (OREO) and repossessed assets are held at the lower of cost or fair value and are considered to be measured at fair value when recorded below cost. The fair value of OREO is calculated using independent appraisals or internal valuation methods, less estimated selling costs, and may consider available pricing guides, auction results, and price opinions. Certain repossessed assets may also require assumptions about factors that are not observable in an active market when determining fair value. Accordingly, OREO and repossessed assets are classified within Level 3 of the fair value hierarchy. At June 30, 2022, the total book value of OREO and repossessed assets was $2.7 million. In addition, the amortized cost of consumer loans secured by residential real estate property that were in process of foreclosure at June 30, 2022 was $15.2 million.


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Estimated Fair Values of Financial Instruments and Mortgage Servicing Assets
Webster is required to disclose the estimated fair values of certain financial instruments and mortgage servicing assets. The following is a description of the valuation methodologies used to estimate fair value for those assets and liabilities.
Cash and Cash Equivalents. Given the short time frame to maturity, the carrying amount of cash and cash equivalents, which comprises cash and due from banks and interest-bearing deposits, approximates fair value. Cash and cash equivalents are classified within Level 1 of the fair value hierarchy.
Held-to-Maturity Investment Securities. When quoted market prices are not available, Webster employs an independent pricing service that utilizes matrix pricing to calculate fair value. These fair value measurements consider observable data such as dealer quotes, market spreads, cash flows, yield curves, live trading levels, trade execution data, market consensus prepayments speeds, credit information, and the respective terms and conditions for debt instruments. Management maintains procedures to monitor the pricing service's results and has a process in place to challenge their valuations and methodologies that appear unusual or unexpected. Held-to-maturity investment securities, which include Agency CMO, Agency MBS, Agency CMBS, CMBS, and municipal bonds and notes, are classified within Level 2 of the fair value hierarchy.
Loans and Leases, net. Except for collateral dependent loans and leases, the fair value of loans and leases held for investment is estimated using a discounted cash flow methodology, based on future prepayments and market interest rates inclusive of an illiquidity premium for comparable loans and leases. The associated cash flows are then adjusted for associated credit risks and other potential losses, as appropriate. Loans and leases are classified within Level 3 of the fair value hierarchy.
Mortgage Servicing Assets. Mortgage servicing assets are initially measured at fair value and subsequently measured using the amortization method. Webster assess mortgage servicing assets for impairment each quarter and establishes or adjusts the valuation allowance to the extent that amortized cost exceeds the estimated fair market value. Fair value is calculated as the present value of estimated future net servicing income and relies on market based assumptions for loan prepayment speeds, servicing costs, discount rates, and other economic factors. Accordingly, the primary risk inherent in valuing mortgage servicing assets is the impact of fluctuating interest rates on the related servicing revenue stream. Mortgage servicing assets are classified within Level 3 of the fair value hierarchy.
Deposit Liabilities. The fair value of deposit liabilities, which comprises demand deposits, interest-bearing checking, savings, health savings, and money market accounts, reflects the amount payable on demand at the reporting date. Deposit liabilities are classified within Level 2 of the fair value hierarchy.
Time Deposits. The fair value of fixed-maturity certificates of deposit is estimated using rates that are currently offered for deposits with similar remaining maturities. Time deposits are classified within Level 2 of the fair value hierarchy.
Securities Sold Under Agreements to Repurchase and Other Borrowings. The fair value of securities sold under agreements to repurchase and other borrowings that mature within 90 days approximates their carrying value. The fair value of securities sold under agreements to repurchase and other borrowings that mature after 90 days is estimated using a discounted cash flow methodology based on current market rates and adjusted for associated credit risks, as appropriate. Securities sold under agreements to repurchase and other borrowings are classified within Level 2 of the fair value hierarchy.
Federal Home Loan Bank Advances and Long-Term Debt. The fair value of FHLB advances and long-term debt is estimated using a discounted cash flow methodology in which discount rates are matched with the time period of the expected cash flows and adjusted for associated credit risks, as appropriate. FHLB advances and long-term debt are classified within Level 2 of the fair value hierarchy.
71


The following table summarizes the carrying amounts, estimated fair values, and classifications within the fair value hierarchy of selected financial instruments and mortgage servicing assets:
 At June 30, 2022At December 31, 2021
(In thousands)Carrying
Amount
Fair
Value
Carrying
Amount
Fair
Value
Assets:
Level 1
Cash and cash equivalents$901,805 $901,805 $461,570 $461,570 
Level 2
Held-to-maturity investment securities6,547,998 6,008,849 6,198,125 6,280,936 
Level 3
Loans and leases, net45,075,244 44,259,548 21,970,542 21,702,732 
Mortgage servicing assets8,592 28,125 9,237 12,527 
Liabilities:
Level 2
Deposit liabilities$50,523,055 $50,523,055 $28,049,259 $28,049,259 
Time deposits2,554,102 2,503,875 1,797,770 1,794,829 
Securities sold under agreements to repurchase and other borrowings1,743,782 1,716,119 674,896 676,581 
FHLB advances2,510,810 2,509,642 10,997 11,490 
Long-term debt (1)
1,076,559 995,476 562,931 515,912 
(1)Any unamortized premiums/discounts, debt issuance costs, or basis adjustments to long-term debt, as applicable, are excluded from the determination of fair value.
Note 15: Retirement Benefit Plans
Defined Benefit Pension and Other Postretirement Benefits
The following table summarizes the components of net periodic benefit (income) cost:
Three months ended June 30,
20222021
(In thousands)Pension PlanSERPOPEBPension PlanSERPOPEB
Service cost$— $— $$— $— $— 
Interest cost1,380 17 213 1,166 
Expected return on plan assets(3,668)— — (3,596)— — 
Amortization of actuarial loss (gain)423 (19)1,020 (20)
Net periodic benefit (income) cost$(1,865)$23 $203 $(1,410)$15 $(16)
Six months ended June 30,
20222021
(In thousands)Pension PlanSERPOther BenefitsPension PlanSERPOther Benefits
Service cost$— $— $15 $— $— $— 
Interest cost2,757 32 357 2,332 13 
Expected return on plan assets(7,337)— — (7,191)— — 
Amortization of actuarial loss (gain)845 13 (37)2,039 17 (40)
Net periodic benefit (income) cost$(3,735)$45 $335 $(2,820)$30 $(32)
The components of net periodic benefit (income) cost are included within other non-interest expense on the accompanying Condensed Consolidated Statements of Income. The weighted-average expected long-term rate of return on plan assets for the six months ended June 30, 2022 was 5.50%, as determined at the beginning of the year.
In connection with the Sterling merger, Webster assumed the benefit obligations of Sterling's pension and other postretirement benefit plans, which included the Astoria Excess and Supplemental Benefit Plans, Astoria Directors' Retirement Plan, Greater New York Savings Bank Directors' Retirement Plan, Astoria Bank Retiree Health Care Plan, and the Sterling Other Postretirement Life Insurance and Other Plans, totaling $30.5 million as of January 31, 2022. The underfunded status of these plans is included in accrued expenses and other current liabilities on the Condensed Consolidated Balance Sheets.
72


Note 16: Segment Reporting
Webster's operations are organized into three reportable segments that represent its primary businesses: Commercial Banking, HSA Bank, and Consumer Banking. These segments reflect how executive management responsibilities are assigned, how discrete financial information is evaluated, the type of customer served, and how products and services are provided. Certain Treasury activities, along with the amounts required to reconcile profitability metrics to those reported in accordance with GAAP, are included in the Corporate and Reconciling category.
Effective January 1, 2022, Webster realigned its investment services operations from Commercial Banking to Consumer Banking to better serve its customers and deliver operational efficiencies. Under this realignment, $125.4 million of deposits and $4.3 billion of assets under administration (off-balance sheet) were reassigned from Commercial Banking to Consumer Banking. There was no goodwill reallocation nor goodwill impairment as a result of the reorganization. In addition, the non-interest expense allocation methodology was modified to exclude certain overhead and merger-related costs that are not directly related to segment performance. Prior period results of operations have been recasted accordingly to reflect the realignment.
As discussed in Note 2: Mergers and Acquisitions, Webster acquired Sterling on January 31, 2022, and the allocation of the purchase price is considered preliminary. Accordingly, of the total $1.9 billion in preliminary goodwill recorded, $1.7 billion and $0.2 million was preliminarily allocated to Commercial Banking and Consumer Banking, respectively. The $36.0 million of goodwill recorded in connection with the Bend acquisition was allocated entirely to HSA Bank.
Segment Reporting Methodology
Webster uses an internal profitability reporting system to generate information by reportable segment, which is based on a series of management estimates for funds transfer pricing and allocations for non-interest expense, provision for credit losses, income taxes, and equity capital. These estimates and allocations, certain of which are subjective in nature, are periodically reviewed and refined. Changes in estimates and allocations that affect the results of any one reportable segment do not affect the consolidated financial position or results of operations of Webster as a whole. The full profitability measurement reports, which are prepared for each reportable segment, reflect non-GAAP reporting methodologies. The differences between full profitability and GAAP results are reconciled in the Corporate and Reconciling category.
Webster allocates interest income and interest expense to each business through an internal matched maturity Funds Transfer Pricing (FTP) process. The goal of the FTP allocation is to encourage loan and deposit growth consistent with the Webster’s overall profitability objectives. The FTP process considers the specific interest rate risk and liquidity risk of financial instruments and other assets and liabilities in each line of business. Loans and leases are assigned an FTP rate for funds used and deposits are assigned an FTP rate for funds provided. The allocation 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 leases and deposits originated each day. The FTP process transfers the corporate interest rate risk exposure to the treasury function included within the Corporate and Reconciling category, where such exposures are centrally managed.
Webster allocates a majority of non-interest expense to each reportable segment using an activity and driver-based costing process. Costs, including shared services and back-office support areas, are analyzed, pooled by process, and assigned to the appropriate reportable segment. The combination of direct revenue, direct expenses, funds transfer pricing, and allocations of non-interest expense, produces PPNR, which is the basis the segments are reviewed by executive management.
Webster also allocates the provision for credit losses to each reportable segment based on management's estimate of the inherent loss content in each of the specific loan and lease portfolios. The ACL on loans and leases is included in total assets within the Corporate and Reconciling category. Merger-related expenses and strategic initiatives charges are also generally included in the Corporate and Reconciling category.
The following table presents balance sheet information, including the appropriate allocations, for Webster's reportable segments and the Corporate and Reconciling category:
At June 30, 2022
(In thousands)Commercial BankingHSA BankConsumer BankingCorporate and ReconcilingConsolidated Total
Goodwill$1,865,887 $57,779 $590,105 $— $2,513,771 
Total assets39,019,968 124,819 9,766,337 18,683,897 67,595,021 
At December 31, 2021
(In thousands)Commercial BankingHSA BankConsumer BankingCorporate and ReconcilingConsolidated Total
Goodwill$131,000 $21,813 $385,560 $— $538,373 
Total assets15,398,159 73,564 7,663,921 11,779,955 34,915,599 
73


The following tables present results of operations, including the appropriate allocations, for Webster’s reportable segments and the Corporate and Reconciling category:
 Three months ended June 30, 2022
(In thousands)Commercial BankingHSA BankConsumer BankingCorporate and ReconcilingConsolidated Total
Net interest income$333,421 $49,558 $179,067 $(75,386)$486,660 
Non-interest income49,430 26,552 30,784 14,167 120,933 
Non-interest expense102,720 37,540 107,312 110,655 358,227 
Pre-tax, pre-provision net revenue280,131 38,570 102,539 (171,874)249,366 
Provision (benefit) for credit losses22,782 — (11,053)514 12,243 
Income (loss) before income taxes257,349 38,570 113,592 (172,388)237,123 
Income tax expense (benefit)64,337 10,337 29,534 (49,396)54,812 
Net income (loss)$193,012 $28,233 $84,058 $(122,992)$182,311 
 Three months ended June 30, 2021
(In thousands)Commercial BankingHSA BankConsumer BankingCorporate and ReconcilingConsolidated Total
Net interest income$140,589 $42,193 $93,075 $(55,005)$220,852 
Non-interest income18,378 26,554 24,098 3,672 72,702 
Non-interest expense46,275 32,423 74,149 34,181 187,028 
Pre-tax, pre-provision net revenue112,692 36,324 43,024 (85,514)106,526 
(Benefit) provision for credit losses(23,328)— 1,754 74 (21,500)
Income (loss) before income taxes136,020 36,324 41,270 (85,588)128,026 
Income tax expense (benefit)34,822 9,699 9,823 (20,353)33,991 
Net income (loss)$101,198 $26,625 $31,447 $(65,235)$94,035 
Six months ended June 30, 2022
(In thousands)Commercial BankingHSA BankConsumer BankingCorporate and ReconcilingConsolidated Total
Net interest income$620,490 $94,135 $315,647 $(149,364)$880,908 
Non-interest income88,173 53,510 58,676 24,609 224,968 
Non-interest expense191,960 73,949 203,059 249,044 $718,012 
Pre-tax, pre-provision net revenue516,703 $73,696 171,264 (373,799)387,864 
Provision (benefit) for credit losses204,713 — (3,917)292 201,088 
Income (loss) before income tax expense311,990 73,696 175,181 (374,091)186,776 
Income tax expense (benefit)74,392 19,751 45,498 (118,429)21,212 
Net income (loss)$237,598 $53,945 $129,683 $(255,662)$165,564 
Six months ended June 30, 2021
(In thousands)Commercial BankingHSA BankConsumer BankingCorporate and ReconcilingConsolidated Total
Net interest income$282,075 $84,302 $182,440 $(104,201)$444,616 
Non-interest income36,754 53,559 46,970 12,176 149,459 
Non-interest expense92,559 68,428 149,460 64,563 375,010 
Pre-tax, pre-provision net revenue226,270 69,433 79,950 (156,588)219,065 
(Benefit) provision for credit losses(42,701)— (4,632)83 (47,250)
Income (loss) before income tax expense268,971 69,433 84,582 (156,671)266,315 
Income tax expense (benefit)68,857 18,539 20,131 (43,325)64,202 
Net income (loss)$200,114 $50,894 $64,451 $(113,346)$202,113 
74


Note 17: Revenue from Contracts with Customers
The following table summarizes revenues recognized in accordance with ASC Topic 606, Revenue from Contracts with Customers. These disaggregated amounts, together with sources of other non-interest income that are subject to other GAAP topics, have been reconciled to non-interest income by reportable segment as presented within Note 16: Segment Reporting.
Three months ended June 30, 2022
(In thousands)Commercial BankingHSA BankConsumer BankingCorporate and
Reconciling
Consolidated
Total
Non-interest Income:
Deposit service fees$7,647 $24,949 $18,352 $437 $51,385 
Loan and lease related fees (1)
6,077 — — — 6,077 
Wealth and investment services2,770 — 8,479 (5)11,244 
Other income— 1,603 285 — 1,888 
Revenue from contracts with customers16,494 26,552 27,116 432 70,594 
Other sources of non-interest income32,936 — 3,668 13,735 50,339 
Total non-interest income$49,430 $26,552 $30,784 $14,167 $120,933 
Three months ended June 30, 2021
(In thousands)Commercial BankingHSA BankConsumer BankingCorporate and
Reconciling
Consolidated
Total
Non-interest Income:
Deposit service fees$4,104 $24,478 $12,734 $123 $41,439 
Wealth and investment services3,043 — 7,053 (9)10,087 
Other income— 2,076 579 — 2,655 
Revenue from contracts with customers7,147 26,554 20,366 114 54,181 
Other sources of non-interest income11,231 — 3,732 3,558 18,521 
Total non-interest income$18,378 $26,554 $24,098 $3,672 $72,702 
Six months ended June 30, 2022
(In thousands)Commercial BankingHSA BankConsumer BankingCorporate and
Reconciling
Consolidated
Total
Non-interest Income:
Deposit service fees$14,332 $50,083 $34,306 $491 $99,212 
Loan and lease related fees (1)
10,575 — — — 10,575 
Wealth and investment services5,904 — 15,950 (13)21,841 
Other income— 3,427 670 — 4,097 
Revenue from contracts with customers30,811 53,510 50,926 478 135,725 
Other sources of non-interest income57,362 — 7,750 24,131 89,243 
Total non-interest income$88,173 $53,510 $58,676 $24,609 $224,968 
Six months ended June 30, 2021
(In thousands)Commercial BankingHSA BankConsumer BankingCorporate and
Reconciling
Consolidated
Total
Non-interest Income:
Deposit service fees$8,194 $49,496 $24,048 $170 $81,908 
Wealth and investment services5,962 — 13,546 (18)19,490 
Other income— 4,063 1,127 — 5,190 
Revenue from contracts with customers14,156 53,559 38,721 152 106,588 
Other sources of non-interest income22,598 — 8,249 12,024 42,871 
Total non-interest income$36,754 $53,559 $46,970 $12,176 $149,459 
(1)A portion of loan and lease related fees comprises income generated from factored receivables and payroll financing activities that is within the scope of ASC Topic 606. These revenue streams were new to Webster as of the first quarter of 2022 due to the businesses acquired in connection with the Sterling merger.
Contracts with customers did not generate significant contract assets and liabilities at June 30, 2022 and December 31, 2021.
75


Revenue Streams
Deposit service fees consist of fees earned from customer deposit accounts, such as account maintenance fees, insufficient funds, and other transactional service charges. Performance obligations for account maintenance services are satisfied on a monthly basis at a fixed transaction price, whereas performance obligations for other deposit service charges resulting from various customer-initiated transactions are satisfied at a point-in-time when the service is rendered. Payment for deposit service fees is generally received immediately or in the following month through a direct charge to the customers' accounts. On occasion, Webster may waive certain fees for its customers. Fee waivers are recognized as a reduction to revenue in the period the waiver is granted to the customer. Due to the insignificance of the amounts waived, Webster does not reduce its transaction price to reflect any variable consideration.
The deposit service fees revenue stream also includes interchange fees earned from debit and credit card transactions. The transaction price for interchange services is based on the transaction value and the interchange rate set by the card network. Performance obligations for interchange fees are satisfied at a point-in-time when the cardholders' transaction is authorized and settled. Payment for interchange fees is generally received immediately or in the following month.
Factored receivables non-interest income consists of fees earned from accounts receivable management services. Webster factors accounts receivable, with and without recourse, for customers whereby the Company purchases their accounts receivable at a discount and assumes the risk, as applicable, and ownership of the assets through direct cash receipt from the end consumer. Factoring services are performed in exchange for a non-refundable fee at a transaction price based on a percentage of the gross invoice amount of each receivable purchased, subject to a minimum required amount. The performance obligation for factoring services is generally satisfied at a point-in-time when the receivable is assigned to Webster. However, should the commission earned not meet or exceed the minimum required annual amount, the difference between that and the actual amount is recognized at the end of the contract term. Other fees associated with factoring receivables may include wire transfer and technology fees, field examination fees, and Uniform Commercial Code fees, where the performance obligations are satisfied at a point-in-time when the services are rendered. Payment from the customer for factoring services is generally received immediately or within the following month.
Payroll finance non-interest income consists of fees earned from performing payroll financing and business process outsourcing services, including full back-office technology and tax accounting services, along with payroll preparation, making payroll tax payments, invoice billings, and collections for independently-owned temporary staffing companies nationwide. Performance obligations for payroll finance and business processing activities are either satisfied upon completion of the support services or as payroll remittances are made on behalf of customers to fund their employee payroll, which generally occurs on a weekly basis. The agreed-upon transaction price is based on a fixed-percentage per the terms of the contract, which could be subject to a hold-back reserve to provide for any balances that are assessed to be at risk of collection. When Webster collects on amounts due from end consumers on behalf of its customers and at the time of financing payroll, the Company retains the agreed-upon transaction price payable for the performance of its services and remits an amount to the customer net of any advances and payroll tax withholdings, as applicable.
Wealth and investment services consist of fees earned from asset management, trust administration, and investment advisory services, and through facilitating securities transactions. Performance obligations for asset management and trust administration services are satisfied on a monthly or quarterly basis at a transaction price based on a percentage of the period-end market value of the assets under administration. Payment for asset management and trust administration services is generally received a few days after period-end through a direct charge to the customers' accounts. Performance obligations for investment advisory services are satisfied over the period in which the services are provided through a time-based measurement of progress, and the agreed-upon transaction price with the customer varies depending on the nature of the services performed. Performance obligations for facilitating securities transactions are satisfied at a point-in-time when the securities are sold at a transaction price that is based on a percentage of the contract value. Payment for both investment advisory services and facilitating securities transactions may be received in advance of the service, but generally is received immediately or in the following period, in arrears.
76


Note 18: Commitments and Contingencies
Credit-Related Financial Instruments
In the normal course of business, Webster offers financial instruments with off-balance sheet risk to meet the financing needs of its customers. These transactions include commitments to extend credit, standby letters of credit, and commercial letters of credit, which involve, to varying degrees, elements of credit risk.
The following table summarizes the outstanding amounts of credit-related financial instruments with off-balance sheet risk:
(In thousands)At June 30,
2022
At December 31, 2021
Commitments to extend credit$10,388,769 $6,870,095 
Standby letters of credit381,772 224,061 
Commercial letters of credit66,938 58,175 
Total credit-related financial instruments with off-balance sheet risk$10,837,479 $7,152,331 
Webster enters into contractual commitments to extend credit to its customers, such as revolving credit arrangements, term loan commitments, and short-term borrowing agreements, generally with fixed expiration dates or other termination clauses and that require payment of a fee. Substantially all of the Company's commitments to extend credit are contingent upon its customers maintaining specific credit standards at the time of loan funding, and are often secured by real estate collateral. Since the majority of the Company's commitments typically expire without being funded, the total contractual amount does not necessarily represent Webster's future payment requirements.
Standby letters of credit are written conditional commitments issued by the Company to guarantee its customers' performance to a third party. In the event the customer does not perform in accordance with the terms of its agreement with a third-party, Webster would be required to fund the commitment. The contractual amount of each standby letter of credit represents the maximum amount of potential future payments the Company could be required to make. Historically, the majority of Webster's standby letters of credit expire without being funded. However, if the commitment were funded, the Company has recourse against the customer. Webster's standby letter of credit agreements are often secured by cash or other collateral.
Commercial letters of credit are issued to finance either domestic or foreign customer trade arrangements. As a general rule, drafts are committed to be drawn when the goods underlying the transaction are in transit. Similar to standby letters of credit, Webster's commercial letter of credit agreements are often secured by the underlying goods subject to trade.
An ACL is recorded within accrued expenses and other liabilities on the accompanying Condensed Consolidated Balance Sheets to provide for the unused portion of commitments to lend that are not unconditionally cancellable by Webster. Under the CECL methodology, the calculation of the allowance generally includes the probability of funding to occur and a corresponding estimate of expected lifetime credit losses on amounts assumed to be funded. Loss calculation factors are consistent with those for funded loans using PD and LGD applied to the underlying borrower's risk and facility grades, a draw down factor applied to utilization rates, relevant forecast information, and management's qualitative factors.
The following table summarizes the activity in the ACL on unfunded loan commitments:
Three months ended June 30,Six months ended June 30,
(In thousands)2022202120222021
Balance, beginning of period$19,640 $12,800 $13,104 $12,755 
ACL assumed from Sterling— — 6,749 — 
Provision (benefit) for credit losses509 (826)296 (781)
Balance, end of period$20,149 $11,974 $20,149 $11,974 

Litigation
Webster is subject to certain legal proceedings and unasserted claims and assessments in the ordinary course of business. Legal contingencies are evaluated based on information currently available, including advice of counsel and assessment of available insurance coverage. The Company establishes an accrual for specific legal matters when it determines that the likelihood of an unfavorable outcome is probable and the loss is reasonably estimable. Once established, each accrual is adjusted to reflect any subsequent developments. Legal contingencies are subject to inherent uncertainties, and unfavorable rulings may occur that could cause Webster to either adjust its litigation accrual or incur actual losses that exceed the current estimate, which ultimately could have a material adverse effect, either individually or in the aggregate, on its business, financial condition, or operating results. Webster will consider settlement of cases when it is in the best interests of the Company and its stakeholders. Webster intends to defend itself in all claims asserted against it, and management currently believes that the outcome of these contingencies will not be material, either individually or in the aggregate, to Webster or its consolidated financial position.
77


Note 19: Subsequent Events
The Company has evaluated subsequent events from the date of the Condensed Consolidated Financial Statements and accompanying Notes thereto, through the date of issuance, and determined that no significant events were identified requiring recognition or disclosure.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Information regarding quantitative and qualitative disclosures about market risk can be found in Part I within Note 13: Derivative Financial Instruments in the Notes to the Consolidated Financial Statements contained in Item 1. Financial Statements, and under the section captioned "Asset/Liability Management and Market Risk" contained in Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations, which are incorporated herein by reference.
ITEM 4. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
Management has performed an evaluation, under the supervision and with the participation of the Chief Executive Officer and Chief Financial Officer, of the effectiveness of the Company's disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934. Based on that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the Company's disclosure controls and procedures designed to ensure that (i) the information required to be disclosed in the reports the Company files under the Securities Exchange Act of 1934 is recorded, processed, summarized, and reported within the time periods specified in the SEC's rules and forms, and (ii) such information is accumulated and communicated to management, including the Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure, were effective for the quarter ended June 30, 2022.
Changes in Internal Control over Financial Reporting
On January 31, 2022, Webster completed its previously announced merger with Sterling. During the first quarter of 2022, management commenced an evaluation of the design and operating effectiveness of internal controls over financial reporting related to the Sterling acquired business. The evaluation of changes to processes, technology systems, and other components of internal control over financial reporting related to the Sterling acquired business is ongoing.
There were no changes to Webster's internal control over financial reporting during the quarter ended June 30, 2022, that materially affected, or would be reasonably likely to materially affect, Webster's internal control over financial reporting.
78


PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
Information regarding legal proceedings can be found within Note 18: Commitments and Contingencies in the Notes to Consolidated Financial Statements contained in Part I - Item 1. Financial Statements, which is incorporated herein by reference.
ITEM 1A. RISK FACTORS
There have been no material changes to the risk factors previously disclosed in Webster's Annual Report on Form 10-K for the year ended December 31, 2021.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
Issuer Purchases of Equity Securities
The following table provides information with respect to any purchase of equity securities for Webster Financial Corporation's common stock made by or on behalf of Webster or any "affiliated purchaser," as defined in Rule 10b-18(a)(3) under the Securities Exchange Act of 1934, during the three months ended June 30, 2022:
Period
Total
Number of
Shares
Purchased (1)
Average Price
Paid Per Share (2)
Total Number of
Shares Purchased
as Part of Publicly Announced Plans
or Programs
Maximum Dollar Amount Available for Repurchase Under the Plans or Programs (3)
April 1, 2022 - April 30, 202230,736$51.23$601,238,298
May 1, 2022 - May 31, 2022365,07047.64354,969584,354,562
June 1, 2022 - June 30, 20221,700,51848.851,699,647501,313,634
Total2,096,32448.682,054,616501,313,634
(1)Out of the total shares purchased during the three months ended June 30, 2022, 41,708 shares were acquired at market prices outside of Webster's common stock repurchase program and related to employee share-based compensation plan activity.
(2)The average price paid per share is calculated on a trade date basis and excludes commissions and other transaction costs.
(3)Webster maintains a common stock repurchase program, which was approved by the Board of Directors on October 24, 2017, that authorizes management to purchase shares of its common stock in open market or privately negotiated transactions, through block trades, and pursuant to any adopted predetermined trading plan, subject to the availability and trading price of stock, general market conditions, alternative uses for capital, regulatory considerations, and Webster's financial performance. On April 27, 2022, the Company announced that its Board of Directors had increased Webster's authority to repurchase shares of its common stock under the repurchase program by $600.0 million in shares. This existing repurchase program will remain in effect until fully utilized or until modified, superseded, or terminated.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
Not applicable
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable
ITEM 5. OTHER INFORMATION
Not applicable
79


ITEM 6. EXHIBITS
A list of exhibits to this Form 10-Q is set forth below.
Exhibit Number
Exhibit Description
Exhibit Included
Incorporated by Reference
Form
Exhibit
Filing Date
28-K2.14/23/2021
3
Certificate of Incorporation and Bylaws.
3.1
10-Q
3.1
8/9/2016
3.28-K3.22/1/2022
3.3
8-K
3.1
6/11/2008
3.4
8-K
3.1
11/24/2008
3.5
8-K
3.1
7/31/2009
3.6
8-K
3.2
7/31/2009
3.7
8-A12B
3.3
12/4/2012
3.88-A12B3.312/12/2017
3.9
8-A12B
3.42/1/2022
3.10
8-K
3.1
3/17/2020
3.118-K3.52/1/2022
31.1X
31.2X
32.1
X (1)
32.2
X (1)
101
The following financial information from the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2022 formatted in Inline Extensible Business Reporting Language (iXBRL) includes: (i) Cover Page, (ii) Condensed Consolidated Balance Sheets, (iii) Condensed Consolidated Statements Of Income, (iv) Condensed Consolidated Statements Of Comprehensive Income, (v) Condensed Consolidated Statements Of Shareholders' Equity, (vi) Condensed Consolidated Statements Of Cash Flows, and (vii) Notes to Condensed Consolidated Financial Statements, tagged in summary and in detail.
X
104Cover Page Interactive Data File (formatted as iXBRL and contained in Exhibit 101)X
(1)Exhibit is furnished herewith and shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liability of that section, and shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
WEBSTER FINANCIAL CORPORATION
Registrant
Date: August 5, 2022By:/s/ John R. Ciulla
John R. Ciulla
President, Chief Executive Officer, and Director
(Principal Executive Officer)
Date: August 5, 2022By:/s/ Glenn I. MacInnes
Glenn I. MacInnes
Executive Vice President and Chief Financial Officer
(Principal Financial Officer)
Date: August 5, 2022By:/s/ Albert J. Wang
Albert J. Wang
Executive Vice President and Chief Accounting Officer
(Principal Accounting Officer)

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