Webster Financial
Annual Report 2015

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To help individuals, families and businesses achieve their financial goals. Our mission: Our values: The Webster Way We take personal responsibility for meeting our customers’ needs. We respect the dignity of every individual. We earn trust through ethical behavior. We give of ourselves in the communities we serve. We work together to achieve outstanding results. Our vision: To be a high performing regional bank. Our brand promise: Living Up To You. WEBSTER FINANCIAL CORPORATION 2015 Annual Report CELEBRATING 80 YEARS LIVING UP TO YOU SINCE 1935 The Webster Symbol is registered in the U.S. Patent and Trademark Office. 299331_SR_WFC_CVR_R2.indd 1 3/1/16 5:39 PM 80 years of serving customers and communities. We’ve come a long way in 80 years. Our heritage dates back to 1935 when 24-year-old Harold Webster Smith founded the bank with a set of values that include personal responsibility, respect, trustworthiness, citizenship, and teamwork. As our mission has evolved and our vision has expanded, our core values have endured and guide our 3,000 bankers in service to our customers and communities. In this photo, our founder, hat in hand, delivers the check for Webster’s first mortgage on the steps of the customer’s home in 1935. 299331_SR_WFC_CVR_R2.indd 2 3/1/16 5:39 PM MARCH 2016 Dear Shareholders, 2015 was a seminal year for Webster. In October, we celebrated our 80th anniversary. The centerpiece of our celebration has been the iconic photo from a news clipping that you see on the inside front cover of this report. It captures my father, Harold Webster Smith, delivering the check for the bank’s first loan to Mr. Joe Baltrush in December 1935 at 114 Chambers Street in Waterbury, Connecticut. Beyond its historic significance, the photo embodies the values that remain the essence of Webster today: the respectful, humble banker, hat in hand, serving the customer to the best of his ability. While our mission has evolved over the years, the Webster values remain the bedrock for our 3,000-plus community-oriented, values-guided bankers. These values bring Webster bankers together and set us apart in the marketplace as we strive every day to live up to our customers and communities. Our values form the context in which we compete and win. Our Strategic Perspective Our overarching performance objective is to achieve and sustainably grow Economic Profit; that is, to provide a return on shareholders’ equity that, at a minimum, exceeds our cost of capital which we currently estimate at just under 10%. While still shy of our goal, we continue to make meaningful progress in our quest for Economic Profit (EP), and we outperformed our Peer Group (midsize banks identified in the proxy statement) on this crucial financial metric. The pursuit of Economic Profit informs our strategic choices and guides capital and resource allocation, project prioritization, performance evaluation and compensation programs. EP is our common language. Among our four primary lines of business, Commercial Banking and HSA Bank consistently earn Economic Profit and have seen their capital allocations rise by a combined 60% since the end of 2012. Over the same time frame, Commercial Banking and HSA Bank have grown their combined pre-tax pre-provision net revenue (PPNR) by 75%. Community Banking and Webster Private Bank, which do not yet earn their cost of capital, have received a much lower allocation of incremental capital over the same period. Both businesses have made significant progress in transforming their business models, with Community Banking delivering hard-won PPNR growth of 12%, and we have confidence in their respective abilities to earn Economic Profit. Our management framework tightly links financial performance, progress toward strategic goals and compensation programs. A significant portion of executive pay is variable, much of it equity-based, and is dependent upon overall financial performance relative to plan and as compared to peers, and total shareholder return. I encourage you to read the Compensation Discussion and Analysis in the proxy statement, as you will no doubt appreciate how closely management’s interests are aligned with yours. A persistent theme in the banking industry in recent years has been the confluence of challenges that have constrained banks’ profitability. Stubbornly low interest rates, tepid economic growth and heightened regulatory expectations pose formidable obstacles to bank performance. In addition, intensifying competition from both large banks and “fintech” players further challenges midsize bank performance. This demanding operating environment places a premium on making good strategic choices, differentiating ourselves competitively and controlling expenses – three areas where we have excelled and upon which I will elaborate throughout this letter. HSA Bank is a case in point, ranking today as the number one administrator of health savings account deposits in the nation. HSA Bank has flourished because we made timely decisions to replace and upgrade its technology platform, meaningfully broaden the product set and make a transformational acquisition. We’ve moved business development activities up-market to serve large employers and regional and national health plans. This highly efficient, scale business differentiates Webster from our peers by providing fast-growing low-cost, long-term deposits that support our strong loan growth. The HSA Bank funding advantage will only grow in importance as interest rates ultimately rise. With the Federal Reserve Board of Governors moving to a less accommodative monetary policy in December, Webster is well positioned to benefit from a gradually rising rate environment given our modestly asset sensitive balance sheet and strong core deposit growth. Webster’s assets are significantly more rate sensitive than at the beginning of the last rising rate cycle, as floating rate and periodically adjusting loans now represent 68% of total loans. Our deposits are less rate sensitive, as transaction and health savings account balances comprise 55% of total deposits. 2015 Financial Highlights We continue to make meaningful progress on our journey to become a high performing regional bank as measured by financial performance, growth in key customer segments and customer satisfaction. Over the course of the year, we strengthened the balance sheet and delivered record loan and deposit growth and record revenue and net income. Our results showcase our sustained progress in executing our clearly communicated growth strategies. A common denominator across all of our businesses remains strong loan growth. Record full year loan originations of $5.6 billion were 19% higher than in 2014, delivering overall loan growth of 13%. We have purposefully grown commercial loans to account for an increasing share of our portfolio, now comprising 57% of total loans, up from 45% five years ago and growing Total loans ($ in billions) $13.9 $15.7 $12.7 2014 2015 2013 at about two to three percentage points a year. 57% 45% 2015 2010 Commercial & Commercial Real Estate as a % of total loans In 2015, our loan portfolio’s credit quality remained solid with classified asset levels, delinquencies and charge offs at pre-recession levels. Our portfolio remains highly diversified across products, industries and, increasingly, geographies through the growth in Commercial Banking. Webster has maintained discipline on loan terms and pricing in the face of market pressures, a claim validated with periodic third party review. We remain focused on lending where we believe we have expertise and can achieve adequate return for the risk we take. $8.1 $8.1 $7.6 $9.9 $8.3 $6.6 $15.7 $14.9 $18.0 Deposits grew 15% overall. Loan growth was fully funded by growth in transaction and health savings account deposits, demonstrating a strikingly positive loan-funding relationship which underscores our balance sheet strength and strong liquidity position. Despite strong loan growth, Webster’s loan-to-deposit ratio is comfortably below 90% and the borrowings-to- asset ratio has fallen sharply to 16%. Non-transactional deposits ($ in billions) Transactional & HSA deposits 2014 2015 2013 Strong loan growth once again overcame margin compression to produce record net interest income. Non-interest income also set a record, marking seven consecutive years of core revenue growth. Webster is the only bank in our Peer Group to achieve this distinction. Coupling strong revenue growth with our disciplined expense management has produced an efficiency ratio at 60% or better for eleven straight quarters and has made Webster sustainably more competitive. PPNR growth has averaged about 9% over the past five years, including 7% growth in 2015. We’ve carefully balanced the efficiency imperative with the strategic imperative to increase investments in technology, facilities and risk management to ensure that our bankers have the tools they need to keep pace in today’s rapidly changing banking environment. Taken together, these favorable factors drove earnings per diluted share 3.4% higher to $2.15. Core return on average shareholders’ equity, a key component driving Economic Profit, improved to 8.8%. Core return on average tangible equity improved to 11.6%. An important measure of our success is our market capitalization, which reached an all-time high in 2015. Our total shareholder return is at the top of the Peer Group over the three-year and five-year time horizons and second for 57% 2015 $18.0 $8.1 $9.9 2015 at about two to three percentage points a year. In 2015, our loan portfolio’s credit quality remained solid with classified asset levels, delinquencies and charge offs at pre-recession Deposits grew 15% overall. Loan growth was fully funded by growth in transaction and health savings account deposits, demonstrating a strikingly positive loan-funding relationship Commercial & Commercial Real Estate as a % of total loans levels. Our portfolio remains highly diversified across products, industries and, increasingly, geographies through the growth in Commercial Banking. Webster has maintained discipline on loan terms and pricing in the face of market pressures, a claim validated with periodic third party review. We remain focused on lending where we believe we have expertise and can achieve adequate return for the risk we take. Transactional & HSA deposits Non-transactional deposits which underscores our balance sheet strength and strong liquidity position. Despite strong loan growth, Webster’s loan-to-deposit ratio is comfortably below 90% and the borrowings-to- asset ratio has fallen sharply to 16%. Strong loan growth once again overcame margin compression to produce record net interest income. Non-interest income also set a record, marking seven consecutive years of core revenue growth. Webster is the only bank in our Peer Group to achieve this distinction. Coupling strong revenue growth with our disciplined expense management has produced 2013 2015 2014 $794 $826 $904 59.7% 59.2% 60.3% Core operating revenue ($ in millions) an efficiency ratio at 60% or better for eleven straight quarters and has made Webster sustainably more competitive. PPNR growth has averaged about 9% over the past five years, including 7% growth in 2015. We’ve carefully balanced the efficiency imperative with the strategic imperative to increase investments in technology, facilities and risk management to ensure that our bankers have the tools they need to keep pace in today’s rapidly changing banking environment. Core PPNR ($ in millions) Efficiency ratio $302 $328 2014 2014 2015 2015 2013 2013 $351 Taken together, these favorable factors drove earnings per diluted share 3.4% higher to $2.15. Core return on average shareholders’ equity, a key component driving Economic Profit, improved to 8.8%. Core return on average tangible equity improved to 11.6%. An important measure of our success is our market capitalization, which reached an all-time high in 2015. Our total shareholder return is at the top of the Peer Group over the three-year and five-year time horizons and second for the one-year timeframe behind one bank whose acquisition at a premium was announced late in the year. 11.7% 11.3% 11.6% 8.7% 8.7% 8.8% 2014 2013 Core return on average tangible equity Core return on average equity 2015 Commercial Banking Leads the Way Commercial Banking has been a major driver of Economic Profit, and we expect it to continue to set the pace for the bank as it extends its reach into newer geographies, moves up-market with larger customers, acts as agent with greater frequency on loan syndications and invests in enhanced payment solutions to serve our increasingly sophisticated commercial clients. Last year, Commercial Banking’s loan portfolio rose by almost $1 billion, a 14.5% increase. Loan growth was reported in all commercial business units across all geographies. $7.5 $6.6 $5.6 2013 2014 2015 Commercial banking loans ($ in billions) The growth of Commercial Banking has been deliberate and built on a foundation of prudent, centralized risk management. We have made strategic choices to expand into contiguous metropolitan markets and to grow in chosen industry segments. Our resoundingly successful Boston experience dating to 2009 has been the proving ground for our expansion model. We continue to invest in commercial banking talent and technology in markets and segments where we have seen consistently strong performance that will deliver increasing Economic Profit in the years ahead. We leverage our industry expertise, local leadership and strong customer relationships to deliver tailored, timely service with surety of execution. The confidence that comes from being a Webster customer sets us apart in the marketplace. Commercial Banking has distinguished itself once again for customer service. Webster was awarded two additional Greenwich Associates’ Excellence awards for client satisfaction, Overall Satisfaction and Cash Management/ Overall Satisfaction for Middle Market Banking in the Northeast, evidence of our continuing successful focus on high service quality and relationship banking. Community Banking Expands Community Banking continued its forward momentum as it evolves to serve changing customer preferences and meet new regulatory requirements, notably in mortgage lending. Deposits and loans were up smartly on record loan originations, with strong performances from both Business Banking and Mortgage Lending. Business Banking set a record for loan originations during the year, and the loan book topped $1.2 billion at year end. Our focus on mass affluent customers is delivering valuable customer relationships with much higher average products and services per household. Jumbo mortgages, which now comprise 60% of our mortgage portfolio, increasingly act as the gateway product to these relationships. Webster’s customer service reflects our brand promise – Living Up To You – and continues to differentiate us in the market. We earn best-in- class rankings for percentage of customers who would recommend banking with Webster to family and friends. We recently enhanced our customer experience by expanding the hours of our Customer Care Center to 24 hours a day, seven days a week. We finished the year by announcing plans to open 17 new banking centers in former Citibank locations in greater Boston, which we did in January 2016. In this strategically and financially compelling transaction, we simply assumed Citibank’s leases and fixtures but did not acquire deposit accounts or loans. Overnight, we gained critical mass in the economic heart of New England, with minimal capital investment, expanding the beachhead that we staked out six years ago with our successful Commercial Banking initiative. The expansion advances our goal to be New England’s leading homegrown bank. Every Webster business unit will benefit from the initiative, which we estimate will deliver an additional $1 billion in deposits and over $500 million in loans over five years. Importantly, we successfully recruited more than 80% of the former Citibank staff, ensuring that we had familiar faces in the market from the very start. Many moved as a team to Webster because they identify with our values and brand promise. Replacing Citibank as tenant in these prime locations provides a far more attractive return on investment than either building out our network piecemeal or making an expensive whole bank acquisition. We expect the transaction will be 4 - 5% dilutive to earnings per share in 2016, breakeven in 2017 and deliver Economic Profit in 2018 and thereafter. HSA Bank Becomes Industry Leader HSA Bank continued its rapid expansion. On an organic basis, deposits rose 27% during the year, and gross account production was double the prior year. At the beginning of 2015, we consummated the acquisition of JPMorgan Chase’s health savings account business and then began transitioning the acquired accounts to the HSA Bank platform. Coming on the heels of HSA Bank’s conversion to an industry-leading technology platform, this strategic move vaulted HSA Bank to the No. 1 market share in this fast-growing field, with $3.8 billion in deposits HSA deposits & investments ($ in billions) 2014 2015 2013 $4.5 $2.6 $2.1 plus $700 million in assets under administration in more than 1.7 million accounts across all 50 states. By the end of the first quarter of 2016, we will have transitioned all of the acquired accounts onto the HSA Bank platform. Health savings accounts are helping to revolutionize health care by changing the way people use and pay for it. Not only are tax- advantaged health savings accounts reducing costs for consumers and plan sponsors alike, they also are improving the quality of care and broadening access by reducing excessive use of health care services. We anticipate that HSA Bank will continue to grow rapidly as it executes on the strategic choices to further integrate with health plans and insurance exchanges and to increasingly penetrate the midsized and large group employer market. HSA Bank is on track to open a record 320,000 new accounts in the first quarter of 2016. Private Banking Poised for Growth With its shift to a new business model complete, Webster Private Bank is positioned for success in meeting the investment management, fiduciary administration, financial planning and credit needs of high net worth individuals and foundations by providing always-objective advice, competitive products and tailored counsel. The Private Bank briskly grew its loan portfolio, thanks in large part to the newly streamlined process created for underwriting the often-complex finances of high net worth individuals efficiently and prudently. Deposits and fee generating assets grew as well, despite the headwinds of significant market volatility. Turbulent markets test the skills of investment managers and the durability of client relationships and put a premium on communication and truly understanding client needs and objectives, all strengths of the Private Bank team. 2015 also saw external validation of our high net worth offering, as Webster Private Bank was voted Best Private Bank by the readers of the Connecticut Law Tribune. economic heart of New England, with minimal capital investment, expanding the beachhead that we staked out six years ago with our successful Commercial Banking initiative. The expansion advances our goal to be New England’s leading homegrown bank. Every Webster business unit will benefit from the initiative, which we estimate will deliver an additional $1 billion in deposits and over $500 million in loans over five years. Importantly, we successfully recruited more than 80% of the former Citibank staff, ensuring that we had familiar faces in the market from the very start. Many moved as a team to Webster because they identify with our values and brand promise. Replacing Citibank as tenant in these prime locations provides a far more attractive return on investment than either building out our network piecemeal or making an expensive whole bank acquisition. We expect the transaction will be 4 - 5% dilutive to earnings per share in 2016, breakeven in 2017 and deliver Economic Profit in 2018 and thereafter. HSA Bank Becomes Industry Leader HSA Bank continued its rapid expansion. On an organic basis, deposits rose 27% during the year, and gross account production was double the prior year. At the beginning of 2015, we consummated the acquisition of JPMorgan Chase’s health savings account business and then began transitioning the acquired accounts to the HSA Bank platform. Coming on the heels of HSA Bank’s $4.5 conversion to an industry-leading technology platform, this strategic move vaulted HSA Bank to the No. 1 market share in this fast-growing field, with $3.8 billion in deposits 2015 HSA deposits & investments plus $700 million in assets under administration in more than 1.7 million accounts across all 50 states. By the end of the first quarter of 2016, we will have transitioned all of the acquired accounts onto the HSA Bank platform. Health savings accounts are helping to revolutionize health care by changing the way people use and pay for it. Not only are tax- advantaged health savings accounts reducing costs for consumers and plan sponsors alike, they also are improving the quality of care and broadening access by reducing excessive use of health care services. We anticipate that HSA Bank will continue to grow rapidly as it executes on the strategic choices to further integrate with health plans and insurance exchanges and to increasingly penetrate the midsized and large group employer market. HSA Bank is on track to open a record 320,000 new accounts in the first quarter of 2016. Private Banking Poised for Growth With its shift to a new business model complete, Webster Private Bank is positioned for success in meeting the investment management, fiduciary administration, financial planning and credit needs of high net worth individuals and foundations by providing always-objective advice, competitive products and tailored counsel. The Private Bank briskly grew its loan portfolio, thanks in large part to the newly streamlined process created for underwriting the often-complex finances of high net worth individuals efficiently and prudently. Deposits and fee generating assets grew as well, despite the headwinds of significant market volatility. Turbulent markets test the skills of investment managers and the durability of client relationships and put a premium on communication and truly understanding client needs and objectives, all strengths of the Private Bank team. 2015 also saw external validation of our high net worth offering, as Webster Private Bank was voted Best Private Bank by the readers of the Connecticut Law Tribune. During 2015, the Private Bank added dynamic new talent in the Rhode Island market and in our Boston flagship office. In addition, the 17 new Webster banking centers in Boston give the Private Bank increased visibility and wider access to wealthy individuals in that very attractive market. The Private Bank also expanded its offerings to include two new services: strategic investment advisory and agent for trustee. The former leverages our investment management capabilities to assist clients with widely dispersed assets, and the latter relieves trustees, often family members, of the burdensome administrative complexities that accompany that deep responsibility. These valuable new services generate non-interest income with very little associated capital. Robust pipelines coming into 2016 bode well for assets under management and revenue growth. Investing in Our Future Digitization and automation promise to speed delivery and improve quality of service while reducing costs and will rapidly become a competitive necessity. We are rethinking how we operate, especially in distribution and origination, to reflect this new reality. Technological innovations, notably in mobile banking, are transforming how customers spend, borrow and save money. More than half of our active online banking users are conducting transactions via a mobile smartphone or tablet, up 33% in the past two years. Nearly 70% of all transactions are conducted online, via mobile devices or through our ATMs, and we expect the trend to accelerate as smartphones become the banking channel of choice for most customers. Active mobile banking users 105,250 78,900 91,500 2014 2015 2013 We’re implementing multiple mobile banking application upgrades for our customers, building on our high rating by J.D. Power for the quality of our online banking systems. Later this year we’ll launch a Webster digital wallet, a mobile payment platform that will give our customers the convenience of making a purchase with the simple wave of a smartphone at a merchant’s check-out. Our Universal Bankers in our banking centers and the Customer Care Center increasingly provide advice and assist customers with their more complex financial needs. Our goal is to meet our customers’ needs, as they choose, across electronic and physical distribution channels. Webster bankers are excited by the recent roll-out across our franchise of salesforce.com, which will improve customer relationship management and boost sales productivity. We’re also in the process of making meaningful upgrades to our Commercial online banking system and our Private Banking investment management platform. We are rethinking our loan origination platforms, as well. For example, we recently launched Fast Track for small business credit needs up to $100,000, cutting the time from application to funding by 75% to under two weeks. Using Fast Track as the pilot program, our goal is to cut this time to two days for business and consumer loan applications up to $100,000. By mapping and automating loan processing activities and learning from fintech partners who can do it faster than we can and within our risk tolerance, we aim to lower our loan processing costs, increase pull through rates and enhance the customer experience. We’re also increasing investment in information management and data analytics. Enhanced data-driven marketing techniques are changing the way we identify and market to customers, and our marketing spending is shifting meaningfully to digitally driven direct response programs. Emphasis on paid search and digital media in support of sustained direct mail is providing positive returns and a high level of marketing effectiveness. Across our entire network, we are continually investing in cyber security initiatives, as our most important responsibility is to operate in a safe and sound manner that protects our customers’ privacy, security and identity. Risk and Capital Management A key consideration when making strategic choices is comprehensive risk assessment, including each strategy’s impact on Webster’s desired risk levels and the effect on capital and liquidity in high stress scenarios. As we’ve adapted purposefully to the more rigorous regulatory environment, risk management has become a primary strength and a focal point for investment with particular emphasis on Bank Secrecy Act, Information Security, Consumer Compliance and Stress Testing. This emphasis is reflected in the fact that risk management operating expenses rose 12% to $53 million last year. All of our capital ratios remain strong and comfortably above well-capitalized levels and sufficient to pass the annual regulatory severely adverse stress test scenario. Our rigorous stress testing program has become an integral management tool for informing our operating capital ranges. The ample capital levels enable us to grow and expand with confidence while returning capital to shareholders through our cash dividend, which last year rose 19%, and through opportunistic share repurchases. Our dividend pay-out target remains in a range of 40-50%. Annual dividends (per common share) $0.89 $0.55 $0.75 2014 2015 2013 A Comment on Regulatory Reform Legislation We are disappointed that meaningful financial regulatory reform failed to advance in Congress in 2015. Distinguishing among financial institutions arbitrarily by size is a much discussed deficiency of the Dodd-Frank Act which we are working hard to rectify through our active participation in multiple national industry coalitions. Raising or eliminating the $10 billion and $50 billion asset-size thresholds is an important legislative priority that would reduce the regulatory burden. Most legislators now acknowledge that midsize banks, those with between $10-50 billion in assets, do not pose a threat to financial system stability, nor would most banks of double or triple (or more) the ‘systemically important financial institution’ (SIFI) threshold of $50 billion. Midsize banks operate much like community banks, with simplified balance sheets, traditional lending practices and products, common sense underwriting and ‘Main Street DNA.’ We differ significantly from large, complex, interconnected institutions. Yet our size traps us between those thresholds established by the legislation, wedging us between community banks that are exempted from many regulations that apply to midsize banks and larger institutions that can spread the higher regulatory costs over a much greater asset base. Webster and other midsize banks are competitively harmed by this regulatory scheme – neither exempted nor enormous. Unnatural thresholds induce uneconomic decision-making as banks will slow their growth as they approach $50 billion in assets, and strategic combinations among midsize banks have been off the table since they would push the combined entity over or close to the threshold, significantly raising regulatory costs and adding uncertainty as to the intensity of regulatory scrutiny as banks approach the threshold. Numerous midsize banks recently have leapt the $50 billion threshold by merging with SIFI banks. This exacerbates the ‘barbell effect’ as the big get bigger and the small stay small. We are committed to achieve a better outcome in the next Congress, if not this year, as we continue our efforts to enact regulatory media in support of sustained direct mail is providing positive returns and a high level of marketing effectiveness. Across our entire network, we are continually investing in cyber security initiatives, as our most important responsibility is to operate in a safe and sound manner that protects our customers’ privacy, security and identity. Risk and Capital Management A key consideration when making strategic choices is comprehensive risk assessment, including each strategy’s impact on Webster’s desired risk levels and the effect on capital and liquidity in high stress scenarios. As we’ve adapted purposefully to the more rigorous regulatory environment, risk management has become a primary strength and a focal point for investment with particular emphasis on Bank Secrecy Act, Information Security, Consumer Compliance and Stress Testing. This emphasis is reflected in the fact that risk management operating expenses rose 12% to $53 million last year. All of our capital ratios remain strong and comfortably above well-capitalized levels and sufficient to pass the annual regulatory severely adverse stress test scenario. Our rigorous stress testing program has become an integral management tool for informing our operating capital ranges. The ample capital levels enable $0.89 us to grow and expand with confidence while returning capital to shareholders through our cash dividend, which last year rose 19%, and through opportunistic share repurchases. Our dividend pay-out 2015 Annual dividends (per common share) target remains in a range of 40-50%. A Comment on Regulatory Reform Legislation We are disappointed that meaningful financial regulatory reform failed to advance in Congress in 2015. Distinguishing among financial institutions arbitrarily by size is a much discussed deficiency of the Dodd-Frank Act which we are working hard to rectify through our active participation in multiple national industry coalitions. Raising or eliminating the $10 billion and $50 billion asset-size thresholds is an important legislative priority that would reduce the regulatory burden. Most legislators now acknowledge that midsize banks, those with between $10-50 billion in assets, do not pose a threat to financial system stability, nor would most banks of double or triple (or more) the ‘systemically important financial institution’ (SIFI) threshold of $50 billion. Midsize banks operate much like community banks, with simplified balance sheets, traditional lending practices and products, common sense underwriting and ‘Main Street DNA.’ We differ significantly from large, complex, interconnected institutions. Yet our size traps us between those thresholds established by the legislation, wedging us between community banks that are exempted from many regulations that apply to midsize banks and larger institutions that can spread the higher regulatory costs over a much greater asset base. Webster and other midsize banks are competitively harmed by this regulatory scheme – neither exempted nor enormous. Unnatural thresholds induce uneconomic decision-making as banks will slow their growth as they approach $50 billion in assets, and strategic combinations among midsize banks have been off the table since they would push the combined entity over or close to the threshold, significantly raising regulatory costs and adding uncertainty as to the intensity of regulatory scrutiny as banks approach the threshold. Numerous midsize banks recently have leapt the $50 billion threshold by merging with SIFI banks. This exacerbates the ‘barbell effect’ as the big get bigger and the small stay small. We are committed to achieve a better outcome in the next Congress, if not this year, as we continue our efforts to enact regulatory reform that enables midsize banks to compete with confidence as they fulfill their mission to provide credit and support to customers and communities. Recognizing Leadership The board of directors rewarded two outstanding Webster bankers with new responsibilities in recognition of their contributions to our continued solid strategic and financial performance. John Ciulla, who formerly headed Commercial Banking, was promoted to president with expanded responsibility for Commercial, Community and Private Banking as well as Marketing. Joe Savage, formerly president, was appointed executive vice chairman to focus on overseeing our leadership development and banker engagement programs and to assist me with organizational choices and strategy. John and Joe are principled, proven leaders whose many notable achievements include having led Commercial Banking to its remarkable success over the past dozen years. They encourage and inspire their colleagues and demonstrate daily the Webster values in support of our customers and communities. Webster’s solid performance and strategic progress reflect the oversight and guidance of our remarkably dedicated and deeply engaged board of directors. I’d like to recognize Bob Finkenzeller in particular for his dedication, guidance and support as a member of the Board. Bob will retire from the Board at the 2016 Annual Meeting, having served since the formation of the holding company in 1986. The Board and I greatly appreciate Bob’s faithful service and his contributions to the Board and to Webster’s growth and progress. A Legacy of Values One of the many lessons that I’ve learned during my career is that when you stop getting better, you stop being good. That philosophy of continuous improvement is imbued throughout Webster. While we are encouraged by our progress and proud of our heritage, we know we must continue to set the performance bar higher, regardless of the operating environment. As our performance improves, our potential expands, in turn creating as-yet untold opportunities to achieve our overarching goal to be the highest performing midsize bank in America. Having recently celebrated my 40th year as a Webster banker, I can say with confidence that at no time has Webster been better positioned or more committed to reach that ambitious goal. The board of directors and every Webster banker are thankful for your continued confidence and support. Sincerely, James C. Smith Chairman and Chief Executive Officer 2015 Business Lines Review CORPORATE PROFILE: Webster Financial Corporation is the holding company for Webster Bank, National Association, and other subsidiaries and is regulated by the Federal Reserve Board of Governors. Webster serves consumers, businesses, not-for-profit organizations, and governmental entities in Connecticut, Massachusetts, Rhode Island, and metro New York City with a distribution network of 163 banking centers and 316 ATMs at year end, as well as a full range of telephone, Internet, and mobile banking services. In addition, Webster offers commercial real estate, asset- based lending, and equipment finance services regionally and health savings accounts nationally through HSA Bank. Webster Bank is a member of the FDIC and is regulated by the Office of the Comptroller of the Currency and the Bureau of Consumer Financial Protection. At year end, Webster Bank’s financial intermediation activities were organized broadly around four distinct lines of business: Commercial Banking, Community Banking, HSA Bank, and Private Banking. COMMERCIAL BANKING: Commercial Banking provides lending, deposit, and treasury and payment solutions with a focus on building relationships with companies primarily within our Northeast footprint having annual revenues greater than $25 million. Commercial Banking includes Middle Market; Commercial Real Estate; Webster Business Credit Corporation, our asset-based lending subsidiary; Webster Capital Finance, our equipment financing subsidiary; and Treasury and Payment Solutions. Commercial Banking was the largest profit generator among Webster’s business lines and together with Business Banking now accounts for more than half of Webster’s total loan portfolio. Led by Middle Market and Commercial Real Estate, Commercial Banking originated $3.0 billion in new loans, a 3% increase from the previous year. At year-end, Commercial Banking had $7.5 billion in loans and $3.1 billion in deposits. 2015 Business Lines Review CORPORATE PROFILE: Webster Financial Corporation is the holding company for Webster Bank, National Association, and other subsidiaries and is regulated by the Federal Reserve Board of Governors. Webster serves consumers, businesses, not-for-profit organizations, and governmental entities in Connecticut, Massachusetts, Rhode Island, and metro New York City with a distribution network of 163 banking centers and 316 ATMs at year end, as well as a full range of telephone, Internet, and mobile banking services. In addition, Webster offers commercial real estate, asset- based lending, and equipment finance services regionally and health savings accounts nationally through HSA Bank. Webster Bank is a member of the FDIC and is regulated by the Office of the Comptroller of the Currency and the Bureau of Consumer Financial Protection. At year end, Webster Bank’s financial intermediation activities were organized broadly around four distinct lines of business: Commercial Banking, Community Banking, HSA Bank, and Private Banking. COMMERCIAL BANKING: Commercial Banking provides lending, deposit, and treasury and payment solutions with a focus on building relationships with companies primarily within our Northeast footprint having annual revenues greater than $25 million. Commercial Banking includes Middle Market; Commercial Real Estate; Webster Business Credit Corporation, our asset-based lending subsidiary; Webster Capital Finance, our equipment financing subsidiary; and Treasury and Payment Solutions. Commercial Banking was the largest profit generator among Webster’s business lines and together with Business Banking now accounts for more than half of Webster’s total loan portfolio. Led by Middle Market and Commercial Real Estate, Commercial Banking originated $3.0 billion in new loans, a 3% increase from the previous year. At year-end, Commercial Banking had $7.5 billion in loans and $3.1 billion in deposits. Middle Market delivers a full array of financial services to a diversified group of companies. By leveraging industry specialization and delivering competitive products and services, middle market loans grew 18% to $3.6 billion. Commercial Real Estate (CRE) provides financing for the acquisition, development, construction, or refinancing of commercial real estate for which the property is the primary security for the loan and income generated from the property is the primary repayment source. CRE has consistently had strong credit performance and growth throughout its Boston-to-Washington, D.C. marketplace. Loans grew 9% to $2.5 billion. Webster Business Credit Corporation (WBCC), headquartered in New York, N.Y., is the asset- based lending subsidiary of Webster Bank and is one of the top 25 asset-based lenders in the U.S. WBCC builds relationships with growing middle market companies by financing core working capital and import financing needs primarily with revolving credit facilities with advance rates against accounts receivable and inventory. Loans grew 14% to $753 million. Webster Capital Finance (WCF) is the equipment finance subsidiary of Webster Bank. WCF offers small to mid-ticket financing for critical equipment with specialties in construction, transportation, environmental and manufacturing equipment. WCF lends primarily in the eastern half of the U.S. and in other select markets. Loans grew 12% to $601 million. Treasury and Payment Solutions (TPS) delivers a broad range of deposit, lending, treasury, and trade services via a dedicated team of treasury professionals and local commercial bankers. TPS comprises Government and Institutional Banking, Cash Management Sales and Product Management to deliver holistic solutions to Webster’s increasingly sophisticated business and institutional clients. We continue to invest in our treasury capabilities and grew cash management services revenue by 6%. Transaction deposit account balances of $1.8 billion represent 60% of the total commercial deposits up from 57%. COMMUNITY BANKING: Community Banking serves nearly 390,000 customers including 47,000 small businesses. The business is comprised of the following: Personal Banking, Business Banking, and a Distribution network consisting of Banking Centers, ATMs, a Customer Care Center, and a full range of on-line and mobile banking services. At year-end, Community Banking had $10.4 billion in deposits and $7.6 billion in loans. Personal Banking continues to focus on improving the customer experience by aligning our delivery channel investments with our customers’ growing preference to conduct their banking using electronic and mobile channels. Transaction deposits grew $215 million and now comprise 29% of total Personal Bank deposits. Consumer loan balances increased by over 12% to $6.4 billion. Overall loan originations increased by 6% versus prior year due to increased mortgage production. Business Banking loan balances grew 7% to $1.2 billion at year end. Loan originations increased 10% to $334 million. Total deposits grew 10% to $2.1 billion, and transaction balances grew 13%. In 2015, Business Banking leveraged specialty lending programs and industry expertise to grow its share of affinity and professional segments. The investment commercial real estate portfolio grew 26%. The SBA loan portfolio grew 2%, and Webster was the top SBA lender in Connecticut for the eighth consecutive year. Fee income grew 14%, as customers utilized enhanced cash flow products. Business Banking deposits exceeded loans by 69%, providing a source of low-cost funding. HSA BANK: HSA Bank is a leading administrator of health savings accounts (HSAs) based on assets under administration, with 15% total market share as of year-end. With a focus on HSAs, HSA Bank also delivers health reimbursement arrangement (HRA) and flexible spending account (FSA) administration services to employers and individuals in all 50 states. At year end, HSA Bank held more than 1.7 million accounts and $4.5 billion in health savings account deposits and investments, up 154% and 75%, respectively, reflecting strong organic growth and the acquisition of the JPMorgan Chase HSAs. 2015 was HSA Bank’s highest annual enrollment production year on record. PRIVATE BANKING: Private Banking provides wealth advisory, investment management, tailored lending, fiduciary, and banking services to high net worth individuals and institutional clients. During 2015, Private Banking continued to build momentum on the basis of its fully transformed business model. Loans grew 24% to $490 million resulting from a more streamlined loan approval process to provide an enhanced client experience; deposits increased 8% to $228 million; and assets under management and administration increased by 3% to $1.7 billion. 2015 saw the launch of Private Banking’s Strategic Investment Advisory Service, an offering expected to grow assets under administration and related fee revenue. Private Banking also initiated the strategic buildout of its presence in the Massachusetts and Rhode Island markets with the hiring of experienced local market professionals. Financial Highlights At or for the years ended December 31, Allowance for loan and lease losses 174,990 159,264 152,573 (In thousands, except per share and ratio data) CONSOLIDATED BALANCE SHEETS Total assets Loans and leases Investment securities Deposits Total equity STATEMENT OF INCOME Net interest income Provision for loan and lease losses Non-interest income Net impairment loss recognized in earnings Non-interest income excluding impairment Non-interest expense Income before income tax expense Income tax expense Net income NET INCOME APPLICABLE TO COMMON SHAREHOLDERS PER COMMON SHARE DATA Net income - diluted Dividends declared Tangible book value per common share Book value per common share KEY PERFORMANCE RATIOS Return on average assets Return on average common shareholders’ equity Net interest margin Non-interest income as a percentage of total revenue Tangible common equity Average shareholders’ equity to average assets ASSET QUALITY RATIOS Allowance for loan losses/total loans Net charge-offs/average loans Nonperforming loans/total loans Nonperforming assets/total loans plus OREO 2015 2014 2013 $24,677,820 22,533,172 20,853,145 15,671,735 13,900,025 12,699,776 6,907,683 6,666,828 6,465,652 17,952,778 15,651,605 14,854,420 2,415,571 2,322,815 2,209,348 664,625 49,300 239,545 110 239,655 554,554 300,316 93,976 206,340 628,441 37,250 202,108 1,145 203,253 501,600 291,699 91,973 199,726 596,728 33,500 191,050 7,277 198,327 497,709 256,569 77,113 179,456 $196,969 188,496 168,036 $2.15 0.89 18.71 25.01 0.87 % 8.77 3.08 26.49 7.12 10.12 1.12 % 0.23 0.89 0.93 2.08 0.75 18.10 23.99 0.93 8.85 3.21 24.33 7.45 10.67 1.15 0.23 0.94 0.98 1.86 0.55 16.85 22.77 0.89 8.44 3.26 24.25 7.49 10.61 1.20 0.47 1.28 1.35 93.65 Weighted-average common shares-diluted 91,533 90,620 90,261 Allowance for loan losses/nonperforming loans 125.05 122.62 HSA BANK: HSA Bank is a leading administrator of health savings accounts (HSAs) based on assets under administration, with 15% total market share as of year-end. With a focus on HSAs, HSA Bank also delivers health reimbursement arrangement (HRA) and flexible spending account (FSA) administration services to employers and individuals in all 50 states. At year end, HSA Bank held more than 1.7 million accounts and $4.5 billion in health savings account deposits and investments, up 154% and 75%, respectively, reflecting strong organic growth and the acquisition of the JPMorgan Chase HSAs. 2015 was HSA Bank’s highest annual enrollment production year on record. PRIVATE BANKING: Private Banking provides wealth advisory, investment management, tailored lending, fiduciary, and banking services to high net worth individuals and institutional clients. During 2015, Private Banking continued to build momentum on the basis of its fully transformed business model. Loans grew 24% to $490 million resulting from a more streamlined loan approval process to provide an enhanced client experience; deposits increased 8% to $228 million; and assets under management and administration increased by 3% to $1.7 billion. 2015 saw the launch of Private Banking’s Strategic Investment Advisory Service, an offering expected to grow assets under administration and related fee revenue. Private Banking also initiated the strategic buildout of its presence in the Massachusetts and Rhode Island markets with the hiring of experienced local market professionals. Financial Highlights At or for the years ended December 31, (In thousands, except per share and ratio data) CONSOLIDATED BALANCE SHEETS Total assets Loans and leases 2015 2014 2013 $24,677,820 22,533,172 20,853,145 15,671,735 13,900,025 12,699,776 Allowance for loan and lease losses 174,990 159,264 152,573 Investment securities Deposits Total equity STATEMENT OF INCOME Net interest income Provision for loan and lease losses Non-interest income Net impairment loss recognized in earnings Non-interest income excluding impairment Non-interest expense Income before income tax expense Income tax expense Net income NET INCOME APPLICABLE TO COMMON SHAREHOLDERS PER COMMON SHARE DATA Net income - diluted Dividends declared Tangible book value per common share Book value per common share 6,907,683 6,666,828 6,465,652 17,952,778 15,651,605 14,854,420 2,415,571 2,322,815 2,209,348 664,625 49,300 239,545 110 239,655 554,554 300,316 93,976 206,340 628,441 37,250 202,108 1,145 203,253 501,600 291,699 91,973 199,726 596,728 33,500 191,050 7,277 198,327 497,709 256,569 77,113 179,456 $196,969 188,496 168,036 $2.15 0.89 18.71 25.01 2.08 0.75 18.10 23.99 1.86 0.55 16.85 22.77 Weighted-average common shares-diluted 91,533 90,620 90,261 KEY PERFORMANCE RATIOS Return on average assets Return on average common shareholders’ equity Net interest margin Non-interest income as a percentage of total revenue Tangible common equity Average shareholders’ equity to average assets ASSET QUALITY RATIOS Allowance for loan losses/total loans Net charge-offs/average loans Nonperforming loans/total loans Nonperforming assets/total loans plus OREO 0.87 % 8.77 3.08 26.49 7.12 10.12 1.12 % 0.23 0.89 0.93 0.93 8.85 3.21 24.33 7.45 10.67 1.15 0.23 0.94 0.98 Allowance for loan losses/nonperforming loans 125.05 122.62 0.89 8.44 3.26 24.25 7.49 10.61 1.20 0.47 1.28 1.35 93.65 Shareholder Information Reports Corporate Headquarters Webster Financial Corporation and Webster Bank 145 Bank Street Waterbury, CT 06702 1-800-325-2424 WebsterBank.com Transfer Agent and Registrar Regular Mail: Broadridge Corporate Issuer Solutions, Inc. PO Box 1342 Brentwood, NY 11717 1-855-222-4926 shareholder@broadridge.com www.shareholder.broadridge.com/webster Registered/Overnight Mail: Broadridge Corporate Issuer Solutions, Inc. Attn: IWS 1155 Long Island Avenue Edgewood, NY 11717 Dividend Reinvestment and Stock Purchase Plan Shareholders wishing to receive a prospectus for the Dividend Reinvestment and Stock Purchase Plan are invited to write to Broadridge Corporate Issuer Solutions, Inc. at one of the addresses listed above. Stock Listing Information The common stock of Webster is traded on the New York Stock Exchange under the symbol “WBS.” Investor Relations Contact: Terrence K. Mangan Senior Vice President, Investor Relations (203) 578-2202 tmangan@websterbank.com A copy of our Annual Report on Form 10-K for the fiscal year ended December 31, 2015, as well as our quarterly reports, news releases, and other information may be obtained free of charge by accessing our Investor Relations website (www.wbst.com). For a printed copy of our Form 10-K, please contact: Terrence K. Mangan, Senior Vice President, Investor Relations, 145 Bank Street, Waterbury, CT 06702. The certifications of Webster’s Chief Executive Officer and Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 are included as exhibits to our Annual Report on Form 10-K for the fiscal year ended December 31, 2015. Common Stock Dividends and Market Prices The following table shows dividends declared and the market price per share by quarter for 2015 and 2014. COMMON STOCK (PER SHARE) CASH DIVIDENDS MARKET PRICE DECLARED HIGH LOW END OF PERIOD $37.19 35.63 39.55 37.05 $40.72 40.60 41.34 37.38 $34.17 30.97 34.88 29.02 $33.32 32.49 31.91 32.67 $26.53 27.77 28.21 28.71 $32.53 29.14 31.54 31.06 2015 Fourth Third Second First 2014 Fourth Third Second First $0.23 0.23 0.23 0.20 $0.20 0.20 0.20 0.15 Annual Meeting The annual meeting of shareholders of Webster Financial Corporation will be held on April 28, 2016 at 4:00 P.M. at the Mattatuck Museum, 144 West Main Street, Waterbury, Connecticut. Webster Information For more information on Webster products and services, call 1-800-325-2424 or visit us at WebsterBank.com. Webster Financial Corporation and Webster Bank Board of Directors James C. Smith Chairman and Chief Executive Officer William L. Atwell Managing Director, Atwell Partners, LLC Chairman and Chief Executive Officer Joel S. Becker Torrco John R. Ciulla* President John J. Crawford President, Strategem, LLC Robert A. Finkenzeller President, Eyelet Crafters, Inc. Elizabeth E. Flynn Retired Vice Chairman, Marsh, LLC C. Michael Jacobi, CPA President, Stable House 1, LLC Laurence C. Morse Managing Partner Fairview Capital Partners, Inc. Karen R. Osar Retired Executive Vice President and Chief Financial Officer Chemtura Corporation Mark Pettie President, Blackthorne Associates, LLC Joseph J. Savage* Executive Vice Chairman Former Chairman and Chief Executive Officer Charles W. Shivery Northeast Utilities *Webster Bank, N.A. Board of Directors Reports A copy of our Annual Report on Form 10-K for the fiscal year ended December 31, 2015, as well as our quarterly reports, news releases, and other information may be obtained free of charge by accessing our Investor Relations website (www.wbst.com). For a printed copy of our Form 10-K, please contact: Terrence K. Mangan, Senior Vice President, Investor Relations, 145 Bank Street, Waterbury, CT 06702. The certifications of Webster’s Chief Executive Officer and Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 are included as exhibits to our Annual Report on Form 10-K for the fiscal year ended December 31, 2015. Common Stock Dividends and Market Prices The following table shows dividends declared and the market price per share by quarter for 2015 and 2014. COMMON STOCK (PER SHARE) CASH DIVIDENDS MARKET PRICE DECLARED HIGH LOW $0.23 $40.72 $34.17 0.23 0.23 0.20 40.60 41.34 37.38 30.97 34.88 29.02 END OF PERIOD $37.19 35.63 39.55 37.05 $0.20 $33.32 $26.53 $32.53 0.20 0.20 0.15 32.49 31.91 32.67 27.77 28.21 28.71 29.14 31.54 31.06 2015 Fourth Third Second First 2014 Fourth Third Second First Annual Meeting The annual meeting of shareholders of Webster Financial Corporation will be held on April 28, 2016 at 4:00 P.M. at the Mattatuck Museum, 144 West Main Street, Waterbury, Connecticut. Webster Information For more information on Webster products and services, call 1-800-325-2424 or visit us at WebsterBank.com. Webster Financial Corporation and Webster Bank Board of Directors Executive Management Group Webster Financial Corporation James C. Smith Chairman and Chief Executive Officer James C. Smith Chairman and Chief Executive Officer William L. Atwell Managing Director, Atwell Partners, LLC Joseph J. Savage Executive Vice Chairman Joel S. Becker Chairman and Chief Executive Officer Torrco John R. Ciulla President John R. Ciulla* President John J. Crawford President, Strategem, LLC Robert A. Finkenzeller President, Eyelet Crafters, Inc. Elizabeth E. Flynn Retired Vice Chairman, Marsh, LLC C. Michael Jacobi, CPA President, Stable House 1, LLC Laurence C. Morse Managing Partner Fairview Capital Partners, Inc. Karen R. Osar Retired Executive Vice President and Chief Financial Officer Chemtura Corporation Mark Pettie President, Blackthorne Associates, LLC Joseph J. Savage* Executive Vice Chairman Glenn I. MacInnes Executive Vice President and Chief Financial Officer Daniel H. Bley Executive Vice President and Chief Risk Officer Colin D. Eccles Executive Vice President and Chief Information Officer Daniel M. FitzPatrick Executive Vice President, Head of Private Banking Bernard M. Garrigues Executive Vice President and Chief Human Resources Officer Nitin J. Mhatre Executive Vice President, Head of Community Banking Dawn C. Morris Executive Vice President and Chief Marketing Officer Charles L. Wilkins Executive Vice President , Head of HSA Bank Charles W. Shivery Former Chairman and Chief Executive Officer Northeast Utilities Harriet Munrett Wolfe, Esq. Executive Vice President, General Counsel and Secretary *Webster Bank, N.A. Board of Directors UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 _______________________________________________________________________________ _______________________________________________________________________________ FORM 10-K Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the Fiscal Year Ended December 31, 2015 Commission File Number: 001-31486 _______________________________________________________________________________ WEBSTER FINANCIAL CORPORATION (Exact name of registrant as specified in its charter) _______________________________________________________________________________ Delaware (State or other jurisdiction of incorporation or organization) 06-1187536 (I.R.S. Employer Identification No.) 145 Bank Street, Waterbury, Connecticut 06702 (Address and zip code of principal executive offices) Registrant's telephone number, including area code: (203) 578-2202 Securities registered pursuant to Section 12(b) of the Act: Title of each class Name of exchange on which registered Common Stock, $.01 par value Depository Shares, each representing 1/1000th interest in a share of 6.40% Series E Non-Cumulative Perpetual Preferred Stock New York Stock Exchange New York Stock Exchange Securities registered pursuant to Section 12(g) of the Act: None ______________________________________________________________________________ Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act of 1933. Yes No Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. Yes No 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 Yes been subject to such filing requirements for the past 90 days. No Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (Section 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes No Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. Act. Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Large accelerated filer Accelerated filer Non-accelerated filer Smaller reporting company Indicate by check mark whether the registrant is a shell company (as defined in Exchange Act Rule 12b-2). Yes No The aggregate market value of common stock held by non-affiliates of Webster Financial Corporation was approximately $3.5 billion, based on the closing sale price of the common stock on the New York Stock Exchange on June 30, 2015, the last trading day of the registrant's most recently completed second quarter. The number of shares of common stock, par value $.01 per share, outstanding as of February 12, 2016 was 91,424,421. Part III: Portions of the Definitive Proxy Statement for the Annual Meeting of Shareholders to be held on April 28, 2016. Documents Incorporated by Reference This page intentionally left blank. INDEX Page No. PART I Item 1. Business Item 1A. Risk Factors Item 1B. Unresolved Staff Comments Item 2. Properties Item 3. Legal Proceedings Item 4. Mine Safety Disclosures PART II Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Item 6. Selected Financial Data Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations Item 7A. Quantitative and Qualitative Disclosures About Market Risk Item 8. Financial Statements and Supplementary Data Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure Item 9A. Controls and Procedures Item 9B. Other Information PART III Item 10. Directors, Executive Officers and Corporate Governance Item 11. Executive Compensation Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters Item 13. Certain Relationships and Related Transactions, and Director Independence Item 14. Principal Accountant Fees and Services PART IV Item 15. Exhibits and Financial Statement Schedules SIGNATURES EXHIBIT INDEX 1 11 16 17 17 17 18 21 21 61 62 125 125 127 127 129 129 129 130 130 131 132 i This page intentionally left blank. ITEM 1. BUSINESS Forward-Looking Statements PART 1 The required information is set forth below, in Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations, see the section captioned "Forward-Looking Statements," which is incorporated herein by reference. General Webster Financial Corporation is a bank holding company and financial holding company registered under the Bank Holding Company Act of 1956, as amended, incorporated under the laws of Delaware in 1986 and headquartered in Waterbury, Connecticut. References in this report to "Webster," the "Company," "we," "our," or "us" mean Webster Financial Corporation and its consolidated subsidiaries. At December 31, 2015, Webster had assets of $24.7 billion, net loans and leases of $15.5 billion, deposits of $18.0 billion and shareholders' equity of $2.4 billion. At December 31, 2015, Webster Financial Corporation's principal asset is all of the outstanding capital stock of Webster Bank, National Association (“Webster Bank”). At December 31, 2015, Webster had 2,946 full-time equivalent employees. None of the employees were represented by a collective bargaining group. Management considers relations with its employees to be good. Webster Financial Corporation's common stock is traded on the New York Stock Exchange under the symbol “WBS.” Webster's internet address is www.websterbank.com and investor relations internet address is www.wbst.com. Webster makes available free of charge on its website its Annual Report on Form 10-K, quarterly reports on Form 10-Q, Current Reports on Form 8-K, proxy statements, and amendments, if any, to those documents filed or furnished pursuant to Section 13(a) of the Securities Exchange Act of 1934, as soon as practicable after it electronically files such material with, or furnishes it to, the Securities and Exchange Commission ("SEC"). These documents are also available free of charge on the SEC's website at www.sec.gov. Information on Webster’s website is not incorporated by reference into this report. Description of Business Webster delivers financial services to individuals, families, and businesses primarily from New York to Massachusetts. Webster provides business and consumer banking, mortgage lending, financial planning, trust, and investment services through 163 banking offices, 316 ATMs, telephone banking, mobile banking, and its internet website (www.websterbank.com). Webster also offers equipment financing, commercial real estate lending, and asset-based lending primarily across the Northeast. On a nationwide basis, through its HSA Bank division, Webster Bank offers and administers health savings accounts, and flexible spending, health reimbursement, and commuter benefit accounts. The core of our Company's value proposition is the service delivery model that comes to life through our brand promise, “Living Up to You,” which encapsulates how our bankers build meaningful relationships with our customers through a deeper understanding of their lives beyond the bank. This value proposition is delivered by our bankers who are knowledgeable, are deeply committed to the communities that we serve, know their markets well, and make decisions at the local level. We operate with a local market orientation as a community-focused, values-guided regional bank. Operating objectives include acquiring and developing high value customer relationships through sales specialists, universal bankers, marketing, and cross-sale efforts to fuel organic growth and expand contiguously. Segments Webster has four reportable segments: Commercial Banking, Community Banking, HSA Bank, and Private Banking, and has been operating under this structure for management reporting purposes since 2015. A description of each of the Company’s segments is included in Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and Note 19: Segment Reporting in the Notes to Consolidated Financial Statements contained elsewhere in this report and also includes financial information for, and a description of, these reportable segments. Subsidiaries of Webster Financial Corporation Webster Financial Corporation's direct subsidiaries include Webster Bank, Webster Wealth Advisors, Inc., and Webster Licensing, LLC. The Company also owns all of the outstanding common stock of Webster Statutory Trust, an unconsolidated financial vehicle that has issued, and may in the future issue, trust preferred securities. 1 Additionally, Webster Bank's direct subsidiaries include Webster Mortgage Investment Corporation ("WMIC"), Webster Business Credit Corporation (“WBCC”), and Webster Capital Finance, Inc. (“WCF”). Webster Bank is the primary source of community banking activity within the consolidated group. Residential mortgage origination activity is conducted through Webster Bank. WMIC is a passive investment subsidiary whose primary function is to provide servicing on qualified passive investments, such as residential real estate and commercial mortgage real estate loans acquired from Webster Bank. Various commercial lending products are provided through Webster Bank and its subsidiaries to clients primarily within our regional footprint from New York to Massachusetts. WBCC provides asset-based lending services. WCF provides equipment financing for end users of equipment. Webster Bank also has various other subsidiaries that are not significant to the consolidated group. Competition Webster is subject to strong competition from banks, thrifts, credit unions, consumer finance companies, investment companies, insurance companies, e-commerce and other internet-based companies. Certain of these competitors are larger financial institutions with substantially greater resources, lending limits, larger branch systems, and a wider array of commercial banking services than Webster. Competition could intensify in the future as a result of industry consolidation, the increasing availability of products and services from non-bank entities, greater technological developments in the industry, and continued bank regulatory reforms. Webster faces substantial competition for deposits and loans throughout its market areas. The primary factors in competing for deposits are interest rates, personalized services, the quality and range of financial services, convenience of office locations, automated services, and office hours. Competition for deposits comes from other commercial banks, savings institutions, credit unions, mutual funds, and other investment alternatives. The primary factors in competing for consumer and commercial loans are interest rates, loan origination fees, the quality and range of lending services, personalized service and ability to close within customers desired timeframe. Competition for origination of mortgage loans comes primarily from savings institutions, mortgage banking firms, mortgage brokers, other commercial banks, and insurance companies. Other factors which affect competition include the general and local economic conditions, current interest rate levels, and volatility in the mortgage markets. Supervision and Regulation Webster and its banking and non-banking subsidiaries are subject to comprehensive regulation under federal and state laws. The regulatory framework applicable to bank holding companies and their subsidiary banks is intended to protect depositors, federal deposit insurance funds, and the U.S. banking system as a whole. This system is not designed to protect equity investors in bank holding companies. Set forth below is a summary of the significant laws and regulations applicable to Webster and its banking and non-banking subsidiaries. The description that follows is qualified in its entirety by reference to the full text of the statutes, regulations, and policies that are described. Such statutes, regulations, and policies are subject to ongoing review by Congress and state legislatures and federal and state regulatory agencies. A change in any of the statutes, regulations, or regulatory policies applicable to Webster and its banking and non-banking subsidiaries could have a material effect on the results of the Company. Overview Webster Financial Corporation is a separate and distinct legal entity from Webster Bank and its other subsidiaries. As a registered bank holding company and a financial holding company it is subject to inspection, examination, and supervision by the Board of Governors of the Federal Reserve System ("FRB"). and is regulated under the Bank Holding Company Act of 1956, as amended (“BHC Act”). Webster also is under the jurisdiction of the SEC and is subject to the disclosure and other regulatory requirements of the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended, as administered by the SEC. Webster is subject to the rules for listed companies of the New York Stock Exchange. Webster Bank is organized as a national banking association under the National Bank Act. Webster Bank is subject to the supervision of, and to regular examination by, the Office of the Comptroller of the Currency (“OCC”) as its primary supervisory agency, as well as by the Federal Deposit Insurance Corporation (“FDIC”) as its deposit insurer. In addition, the Consumer Financial Protection Bureau ("CFPB") supervises Webster for compliance with federal consumer financial protection laws. Webster also is subject to oversight by state attorneys general for compliance with state consumer protection laws. Webster Bank's deposits are insured by the FDIC up to the applicable deposit insurance limits in accordance with FDIC laws and regulations. Webster's non-bank subsidiaries are subject to federal and state laws and regulations, including regulations of the FRB. The Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the "Dodd-Frank Act") significantly changed the financial regulatory regime in the United States. Since the enactment of the Dodd-Frank Act, U.S. banks and financial services firms have been subject to enhanced regulation and oversight. Several provisions of the Dodd-Frank Act are subject to further rulemaking, guidance, and interpretation by the federal banking agencies. 2 Bank Holding Company Regulation Webster Financial Corporation is a bank holding company as defined under the BHC Act. The BHC Act generally limits the business of bank holding companies to banking, managing or controlling banks, and other activities that the FRB has determined to be so closely related to banking "as to be a proper incident thereto." Bank holding companies that have elected to become financial holding companies may engage in any activity, or acquire and retain the shares of a company engaged in any activity that is either (i) financial in nature or incidental to such financial activity (as determined by the FRB in consultation with the Secretary of the Treasury) or (ii) complementary to a financial activity, and that does not pose a substantial risk to the safety and soundness of depository institutions or the financial system generally (as solely determined by the FRB). Activities that are financial in nature include securities underwriting and dealing, insurance underwriting, and making merchant banking investments. If a bank holding company seeks to engage in the broader range of activities permitted under the BHC Act for financial holding companies, (i) the holding company and all of its depository institution subsidiaries, must be “well capitalized” and “well managed,” as defined in FRB Regulation Y, and (ii) it must file a declaration with the FRB that it elects to be a “financial holding company.” In order for a financial holding company to commence any activity that is financial in nature, incidental thereto, or complementary to a financial activity, or to acquire a company engaged in any such activity permitted by the BHC Act, each insured depository institution subsidiary of the financial holding company must have received a rating of at least “satisfactory” in its most recent examination under the Community Reinvestment Act of 1977 ("CRA"). This is discussed in the “Community Reinvestment Act and Fair Lending Laws” section. The BHC Act generally limits acquisitions by bank holding companies that are not qualified as financial holding companies to commercial banks and companies engaged in activities that the FRB has determined to be so closely related to banking “as to be a proper incident thereto.” Financial holding companies also are permitted to acquire control of non-depository institution companies engaged in activities that are financial in nature and in activities that are incidental and complementary to financial activities without prior FRB approval. However, the BHC Act, as amended by the Dodd-Frank Act, requires prior written approval from the FRB or prior written notice to the FRB before a financial holding company may acquire control of a company with consolidated assets of $10 billion or more. The BHC Act, the Bank Merger Act, and other federal and state statutes regulate acquisitions of commercial banks. The BHC Act requires the prior FRB approval for the direct or indirect acquisition of 5% or more of the voting shares of a commercial bank or its parent holding company. Under the Bank Merger Act, the prior approval of the OCC is required for a national bank to merge with another bank or purchase the assets or assume the deposits of another bank. In reviewing applications seeking approval of merger and acquisition transactions, the federal banking agencies will consider, among other things, the competitive effect and public benefits of the transactions, the capital position of the combined banking organization, the applicant's performance record under the CRA, and the effectiveness of the subject organizations in combating money laundering activities. For further information relating to the CRA, see the section titled “Community Reinvestment Act and Fair Lending Laws.” Enhanced Prudential Standards Section 165 of the Dodd-Frank Act imposes enhanced prudential standards on larger banking organizations, with certain of these standards applicable to banking organizations over $10 billion, including Webster and Webster Bank. In October 2012, the FDIC, the OCC, and the FRB issued separate but similar rules requiring covered banks and bank holding companies with $10 billion to $50 billion in total consolidated assets to conduct an annual company-run stress test. The annual company-run stress test was conducted for Webster and Webster Bank. Webster announced the release of its company-run 2015 capital stress test results as required by the Dodd-Frank Act on June 16, 2015. In February 2014, the FRB issued a rule further implementing the enhanced prudential standards required by the Dodd-Frank Act. Although most of the standards only apply to bank holding companies with more than $50 billion in assets, as directed by the Dodd-Frank Act, the rule contains certain standards that apply to bank holding companies with more than $10 billion in assets, including a requirement to establish a risk committee of the Company's board of directors to manage enterprise-wide risk. Webster meets these requirements. Debit Card Interchange Fees The Dodd-Frank Act requires that any interchange transaction fee charged for a debit transaction be “reasonable” and proportional to the cost incurred by the issuer for the transaction, with new regulations that establish such fee standards, eliminate exclusivity arrangements between issuers and networks for debit card transactions, and limit restrictions on merchant discounting for use of certain payment forms and minimum or maximum amount thresholds as a condition for acceptance of credit cards. In June 2011, the FRB approved a final debit card interchange rule pursuant to the Dodd-Frank Act that would cap an issuer's base fee at 21 cents per transaction and allow an additional amount equal to 5 basis points of the transaction's value. The FRB separately issued a final rule in July 2012 that also allows a fraud-prevention adjustment of 1 cent per transaction conditioned upon an issuer developing, implementing, and updating reasonably designed fraud-prevention policies and procedures. 3 Identity Theft In April 2013, the SEC and the Commodity Futures Trading Commission (together, the “Commissions”) jointly issued final rules and guidelines implementing provisions of the Dodd-Frank Act which require certain regulated entities to establish programs to address risks of identity theft. First, the rules require financial institutions and creditors to develop and implement a written identity theft prevention program that is designed to detect, prevent, and mitigate identity theft in connection with certain existing accounts or the opening of new accounts. The rules include guidelines to assist entities in the formulation and maintenance of programs that would satisfy the requirements of the rules. Second, the rules establish special requirements for any credit and debit card issuers that are subject to the Commissions’ jurisdiction, to assess the validity of notifications of changes of address under certain circumstances. Webster implemented an ID Theft Prevention Program, approved by its Board of Directors on April 25, 2013, to address these requirements. Volcker Rule Section 619 of the Dodd-Frank Act, commonly known as the Volcker Rule, restricts the ability of banking entities, such as Webster, from: (i) engaging in “proprietary trading;” and (ii) investing in or sponsoring certain types of funds (“Covered Funds”), subject to certain limited exceptions. The implementing regulation defines Covered Funds to include certain investments such as collateralized loan obligation (“CLO”) and collateralized debt obligation securities. The regulation also provides an exemption for CLOs meeting certain requirements. CLO compliance with the Volcker Rule is generally required by July 21, 2017. Derivatives Reform Title VII of the Dodd-Frank Act imposes requirements related to over-the-counter derivatives. Key provisions of Title VII of the Dodd-Frank Act are implemented by the Commodity Futures Trading Commission (“CFTC”) with respect to previously unregulated derivatives, including interest rate swaps. Among other things, the CFTC’s rules apply to swap dealers, major swap participants and commercial entities that enter into OTC derivatives transactions to hedge or mitigate risk. Under rules and CFTC guidance, end users are subject to a wide range of requirements including capital, margining, clearing, documentation, reporting, eligibility and business conduct requirements. Dividends The principal source of Webster Financial Corporation's liquidity is dividends from Webster Bank. The prior approval of the OCC is required if the total of all dividends declared by a national bank in any calendar year would exceed the sum of the bank's net income for that year and its undistributed net income for the preceding two calendar years, less any required transfers to surplus. Federal law also prohibits national banks from paying dividends that would be greater than the bank's undivided profits after deducting statutory bad debt in excess of the bank's allowance for loan and lease losses. At December 31, 2015, there was $335.4 million of undistributed net income available for the payment of dividends by Webster Bank to Webster Financial Corporation. Webster Bank paid Webster Financial Corporation $110.0 million in dividends during the year ended December 31, 2015. In addition, Webster Financial Corporation and Webster Bank are subject to other regulatory policies and requirements relating to the payment of dividends, including requirements to maintain adequate capital above regulatory minimums. The appropriate federal regulatory authority is authorized to determine, under certain circumstances relating to the financial condition of a bank holding company or a bank, that the payment of dividends would be an unsafe or unsound practice and to prohibit payment thereof. The appropriate banking agency authorities have indicated that paying dividends that deplete a bank's capital base to an inadequate level would be an unsafe and unsound banking practice and that banking organizations should generally pay dividends only out of current operating earnings. Federal Reserve System FRB regulations require depository institutions to maintain reserves against their transaction accounts, primarily interest-bearing and regular checking accounts. Webster Bank's required reserves can be in the form of vault cash and, if vault cash does not fully satisfy the required reserves, in the form of a balance maintained with the Federal Reserve Bank of Boston. FRB regulations required for 2015 that reserves be maintained against aggregate transaction accounts except for transaction accounts which are exempt up to $14.5 million. Transaction accounts greater than $14.5 million up to and including $103.6 million have a reserve requirement of 3%. A 10% reserve ratio will be assessed on transaction accounts in excess of $103.6 million. The FRB generally makes annual adjustments to the tiered reserves. Webster Bank is in compliance with these reserve requirements. As a national bank and member of the Federal Reserve System, Webster Bank is required to hold capital stock of the Federal Reserve Bank of Boston. The required shares may be adjusted up or down based on changes to Webster Bank's common stock and paid-in surplus. Webster Bank was in compliance with these requirements, with a total investment in Federal Reserve Bank of Boston stock of $50.7 million at December 31, 2015. The FRB paid an annual dividend of 6% in 2015. 4 Federal Home Loan Bank System The Federal Home Loan Bank System provides a central credit facility for member institutions. Webster Bank is a member of the Federal Home Loan Bank of Boston (“FHLB”). The Bank is required to purchase and hold shares of capital stock in the FHLB in an amount equal to 0.35% of the aggregate principal amount of its unpaid residential mortgage loans and similar obligations at the beginning of each year, up to a maximum of $25.0 million. The Bank is also required to hold shares of capital stock in the FHLB in amounts that vary from 3.0% to 4.5% of its advances, depending on the maturities of those advances. At December 31, 2015, the Bank had approximately $2.7 billion in FHLB advances. Webster Bank was in compliance with these requirements, with a total investment in FHLB stock of $137.6 million at December 31, 2015. On October 29, 2015, the FHLB declared a quarterly cash dividend equal to an annual yield of 3.32%. Source of Strength Doctrine FRB policy requires bank holding companies to act as a source of financial and managerial strength to their subsidiary banks. Section 616 of the Dodd-Frank Act codified the requirement that bank holding companies act as a source of financial strength. As a result, Webster Financial Corporation is expected to commit resources to support Webster Bank, including at times when Webster Financial Corporation may not be in a financial position to provide such resources. Any capital loans by a bank holding company to any of its subsidiary banks are subordinate in right of payment to deposits and to certain other indebtedness of such subsidiary banks. The U.S. bankruptcy code provides that, in the event of a bank holding company's bankruptcy, any commitment by the bank holding company to a federal bank regulatory agency to maintain the capital of a subsidiary bank will be assumed by the bankruptcy trustee and entitled to priority of payment. In addition, under the National Bank Act, if the capital stock of Webster Bank is impaired by losses or otherwise, the OCC is authorized to require payment of the deficiency by assessment upon Webster Financial Corporation. If the assessment is not paid within three months, the OCC could order a sale of the Webster Bank stock held by Webster Financial Corporation to cover any deficiency. Capital Adequacy and Prompt Corrective Action In July 2013, the FRB, the OCC, and the FDIC approved final rules (the “Capital Rules”) establishing a new comprehensive capital framework for U.S. banking organizations. The Capital Rules generally implement the Basel Committee on Banking Supervision’s (the “Basel Committee”) December 2010 final capital framework referred to as “Basel III” for strengthening international capital standards. The Capital Rules revise the definitions and the components of regulatory capital, as well as address other issues affecting the numerator in banking institutions’ regulatory capital ratios. The Capital Rules also address asset risk weights and other matters affecting the denominator in banking institutions’ regulatory capital ratios and replace the existing general risk-weighting approach with a more risk-sensitive approach. The Capital Rules: (i) introduce a new capital measure called “Common Equity Tier 1” (“CET1”) and related regulatory capital ratio of CET1 to risk-weighted assets; (ii) specify that Tier 1 capital consists of CET1 and “Additional Tier 1 capital” instruments meeting certain revised requirements; (iii) mandate that most deductions/adjustments to regulatory capital measures be made to CET1 and not to the other components of capital; and (iv) expand the scope of the deductions from and adjustments to capital as compared to existing regulations. Under the Capital Rules, for most banking organizations, including Webster, the most common form of Additional Tier 1 capital is non-cumulative perpetual preferred stock, and the most common forms of Tier 2 capital are subordinated notes and a portion of the allocation for loan and lease losses, in each case, subject to the Capital Rules’ specific requirements. Pursuant to the Capital Rules, the minimum capital ratios effective January 1, 2015 are as follows: • • • • 4.5% CET1 to risk-weighted assets; 6.0% Tier 1 capital (that is, CET1 plus Additional Tier 1 capital) to risk-weighted assets; 8.0% Total capital (that is, Tier 1 capital plus Tier 2 capital) to risk-weighted assets; and 4.0% Tier 1 capital to adjusted quarterly average consolidated assets, as defined (called “leverage ratio”). The Rules also introduce a new “capital conservation buffer,” composed entirely of CET1, in addition to these minimum risk- weighted asset ratios. The capital conservation buffer is designed to absorb losses during periods of economic stress. Banking institutions with a ratio of CET1 to risk-weighted assets above the minimum but below the capital conservation buffer will face constraints on dividends, equity, and other capital instrument repurchases and compensation based on the amount of the shortfall. Thus, when fully phased-in on January 1, 2019, the capital standards applicable to Webster will include an additional capital conservation buffer of 2.5% of CET1, effectively resulting in minimum ratios inclusive of the capital conservation buffer of: (i) CET1 to risk-weighted assets of at least 7%; (ii) Tier 1 capital to risk-weighted assets of at least 8.5%; and (iii) Total capital to risk-weighted assets of at least 10.5%. 5 The Capital Rules provide for a number of deductions from and adjustments to CET1. These include, for example, the requirement that mortgage servicing assets, deferred tax assets arising from temporary differences that could not be realized through net operating loss carrybacks, and significant investments in non-consolidated financial entities be deducted from CET1 to the extent that any one such category exceeds 10% of CET1 or all such items, in the aggregate, exceed 15% of CET1. The deductions and adjustments are being incrementally phased in between January 1, 2015 and January 1, 2018. In addition, under the current general risk-based capital rules, the effects of accumulated other comprehensive income or loss items included in shareholders’ equity (for example, mark-to-market of securities held in the available-for-sale portfolio) under U.S. generally accepted accounting principles are reversed for the purposes of determining regulatory capital ratios. Pursuant to the Capital Rules, the effects of certain of these items are not excluded; however, non-advanced approaches banking organizations, including the Company, may make a one-time permanent election to continue to exclude these items. The Company made the one-time permanent election to continue to exclude these items concurrently with the first filing of certain of Webster’s periodic regulatory reports in 2015. This election will not affect Webster's ability to meet all capital adequacy requirements to which it is subject. The Capital Rules also preclude certain hybrid securities, such as trust preferred securities, from inclusion in bank holding companies’ Tier 1 capital, subject to phase-out in the case of bank holding companies, such as Webster Financial Corporation, that had $15 billion or more in total consolidated assets as of December 31, 2009. As of December 31, 2014, the Company had $75 million of trust preferred securities included in the Tier 1 capital for regulatory reporting purposes pursuant to the Federal Reserve’s capital adequacy guidelines. The Capital Rules require the Company to phase out trust preferred securities from Tier 1 capital. Excluding trust preferred securities from the Tier 1 capital will not affect Webster’s ability to meet all capital adequacy requirements to which it is subject. Implementation of the deductions and other adjustments to CET1 began on January 1, 2015 and are being phased in over a 4-year period (beginning at 40% on January 1, 2015 and an additional 20% per year thereafter). The implementation of the capital conservation buffer will begin on January 1, 2016 at the 0.625% level and increase by 0.625% on each subsequent January 1, until it reaches 2.5% on January 1, 2019. With respect to Webster Bank, the Capital Rules revise the “prompt corrective action” (“PCA”) regulations adopted pursuant to Section 38 of the Federal Deposit Insurance Act (“FDIA”), by: (i) introducing a CET1 ratio requirement at each PCA category (other than critically undercapitalized), with the required CET1 ratio being 6.5% for well-capitalized status; (ii) increasing the minimum Tier 1 capital ratio requirement for each category, with the minimum Tier 1 capital ratio for well-capitalized status being 8% (as compared to the Basel I 6%); and (iii) eliminating the provision that provides that a bank with a composite supervisory rating of 1 may have a 3% leverage ratio and still be adequately capitalized. The Capital Rules do not change the total risk-based capital requirement for any PCA category. The Capital Rules prescribe a new standardized approach for risk weightings that expand the risk-weighting categories from the four Basel I-derived categories (0%, 20%, 50% and 100%) to a larger and more risk-sensitive number of categories, depending on the nature of the assets, generally ranging from 0% for U.S. government and agency securities, to 600% for certain equity exposures, and resulting in higher risk weights for a variety of asset classes. Management believes Webster is in compliance, and will continue to be in compliance, with the targeted capital ratios as such requirements are phased in. Transactions with Affiliates and Insiders Under federal law, transactions between depository institutions and their affiliates are governed by Sections 23A and 23B of the Federal Reserve Act (“FRA”) and its implementing Regulation W. In a bank holding company context, at a minimum, the parent holding company of a bank, and any companies which are controlled by such parent holding company, are affiliates of the bank. Generally, sections 23A and 23B of the FRA are intended to protect insured depository institutions from losses arising from transactions with non-insured affiliates by limiting the extent to which a bank or its subsidiaries may engage in covered transactions with any one affiliate and with all affiliates of the bank in the aggregate, and requiring that such transactions be on terms consistent with safe and sound banking practices. Further, Section 22(h) of the FRA and its implementing Regulation O restricts loans to directors, executive officers, and principal stockholders (“insiders”). Under Section 22(h), loans to insiders and their related interests may not exceed, together with all other outstanding loans to such persons and affiliated entities, the institution's total capital and surplus. Loans to insiders above specified amounts must receive the prior approval of the board of directors. Further, under Section 22(h) of the FRA, loans to directors, executive officers, and principal stockholders must be made on terms substantially the same as offered in comparable transactions to other persons, except that such insiders may receive preferential loans made under a benefit or compensation program that is widely available to the bank's employees and does not give preference to the insider over the employees. Section 22(g) of the FRA places additional limitations on loans to executive officers. 6 Consumer Protection and CFPB Supervision The Dodd-Frank Act centralizes responsibility for consumer financial protection by creating the CFPB, an independent agency charged with responsibility for implementing, enforcing, and examining compliance with federal consumer financial laws. The Company is subject to a number of federal and state laws designed to protect borrowers and promote lending to various sectors of the economy and population. These laws include the Equal Credit Opportunity Act, the Fair Credit Reporting Act, the Fair Debt Collection Procedures Act, the Truth in Lending Act, the Home Mortgage Disclosure Act, the Real Estate Settlement Practices Act, various state law counterparts, and the Consumer Financial Protection Act of 2010, which is part of the Dodd-Frank Act. The Dodd-Frank Act does not prevent states from adopting stricter consumer protection standards. State regulation of financial products and potential enforcement actions could also adversely affect the Company’s business, financial condition or operations. On January 10, 2013, the CFPB issued a final rule implementing the ability-to-repay and qualified mortgage ("QM") provisions of the Truth in Lending Act, as amended by the Dodd-Frank Act (the “QM Rule”). The ability-to-repay provision requires creditors to make reasonable, good faith determinations that borrowers are able to repay their mortgages before extending the credit based on a number of factors and consideration of financial information about the borrower from reasonably reliable third-party documents. Under the Dodd-Frank Act and the QM Rule, loans meeting the definition of “qualified mortgage” are entitled to a presumption that the lender satisfied the ability-to-repay requirements. The presumption is a conclusive presumption/safe harbor for prime loans meeting the QM requirements and a rebuttable presumption for higher-priced/subprime loans meeting the QM requirements. The definition of a “qualified mortgage” incorporates the statutory requirements, such as not allowing negative amortization or terms longer than 30 years. The QM Rule also adds an explicit maximum 43% debt-to-income ratio for borrowers if the loan is to meet the QM definition, though some mortgages that meet GSE, FHA, and VA underwriting guidelines may, for a period not to exceed seven years, meet the QM definition without being subject to the 43% debt-to-income limits. The QM Rule became effective on January 10, 2014. The CFPB is expected to continue to issue and amend rules implementing the consumer financial protection laws, which may impact Webster Bank's operations. Financial Privacy Federal law and certain state laws currently contain client privacy protection provisions. These provisions limit the ability of banks and other financial institutions to disclose non-public information about consumers to affiliated companies and non-affiliated third parties. These rules require disclosure of privacy policies to clients and, in some circumstances, allow consumers to prevent disclosure of certain personal information to affiliates or non-affiliated third parties by means of “opt out” or “opt in” authorizations. Pursuant to the Gramm-Leach-Bliley Act (“GLBA”) and certain state laws, companies are required to notify clients of security breaches resulting in unauthorized access to their personal information. In connection with the regulations governing the privacy of consumer financial information, the federal banking agencies have also adopted guidelines for establishing information security standards and programs to protect such information. Depositor Preference The FDIA provides that, in the event of the “liquidation or other resolution” of an insured depository institution, the claims of depositors of the institution, including the claims of the FDIC as subrogee of insured depositors, and certain claims for administrative expenses of the FDIC as a receiver, will have priority over other general unsecured claims against the institution. If an insured depository institution fails, insured and uninsured depositors, along with the FDIC, will have priority in payment ahead of unsecured, non-deposit creditors, including the parent bank holding company, with respect to any extensions of credit they have made to such insured depository institution. Federal Deposit Insurance The FDIC uses a risk-based assessment system that imposes insurance premiums based upon a risk matrix that takes into account a bank's capital level and supervisory rating. The risk matrix utilizes different risk categories distinguished by capital levels. As a result of the Dodd-Frank Act, the base for insurance assessments is now consolidated average assets less average tangible equity. Assessment rates are calculated using formulas that take into account the risk of the institution being assessed. Webster Bank's FDIC deposit insurance assessment expense totaled $24.0 million, $22.7 million, and $21.1 million for the years ended December 31, 2015, 2014, and 2013, respectively. FDIC deposit insurance expense includes deposit insurance assessments and Financing Corporation (“FICO”) assessments related to outstanding FICO bonds. FICO is a mixed-ownership government corporation established by the Competitive Equality Banking Act of 1987 whose sole purpose was to function as a financing vehicle for the now defunct Federal Savings & Loan Insurance Corporation. The Dodd-Frank Act increased the FDIC’s deposit insurance limits to $250,000 per depositor, per insured bank, for each account ownership category. The Dodd-Frank Act also changed the deposit insurance assessment base and increased the reserve ratio of the Deposit Insurance Fund (“DIF”) to ensure the future strength of the DIF. Substantially all of the deposits of Webster Bank are insured up to applicable limits by the DIF of the FDIC and are subject to deposit insurance assessments to maintain the DIF. 7 The Dodd-Frank Act also requires the FDIC to raise the minimum reserve ratio of the DIF from 1.15% to 1.35% by September 30, 2020. Further, the Dodd-Frank Act made banks with $10 billion or more in total assets responsible for this increase. In November 2015 the FDIC proposed regulations that would impose a surcharge of 4.5 cents per $100 on the assessment base, after making certain adjustments on depository institutions with total consolidated assets of more than $10 billion. The proposed regulations have not yet been finalized. Under a separate rule adopted by the FDIC in 2011, regular assessment rates for all banks will decline when the DIF ratio reaches 1.15%, which the FDIC expects will occur in early 2016. If the regulations regarding the surcharge are adopted in the form initially proposed, the FDIC deposit insurance assessment premiums paid by Webster Bank, will increase, but the increase will be offset by the reduction in the regular assessment rate when the DIF reaches 1.15%. The FDIC also has authority to further increase deposit insurance assessments. Under the FDIA, the FDIC may terminate deposit insurance upon a finding that the institution has engaged in unsafe and unsound practices, is in an unsafe or unsound condition to continue operations, or has violated any applicable law, regulation, rule, order or condition imposed by the FDIC. Webster's management is not aware of any practice, condition, or violation that might lead to the termination of its deposit insurance. Incentive Compensation The Dodd-Frank Act requires the federal banking agencies and the SEC to establish joint regulations or guidelines prohibiting incentive-based payment arrangements at specified regulated entities, including Webster and Webster Bank, with at least $1 billion in total consolidated assets that encourage inappropriate risks by providing an executive officer, employee, director or principal shareholder with excessive compensation, fees, or benefits that could lead to material financial loss to the entity. The federal banking agencies and the SEC proposed such regulations in 2011, but the regulations have not yet been finalized. If the regulations are adopted in the form initially proposed, they will restrict the manner in which executive compensation is structured. The Dodd-Frank Act also requires publicly traded companies to give stockholders a non-binding vote on executive compensation at their first annual meeting taking place six months after the date of enactment and at least every three years thereafter and on so-called “golden parachute” payments in connection with approvals of mergers and acquisitions. At its 2011 Annual Meeting of Shareholders, Webster's shareholders voted on a non-binding, advisory basis to hold a non-binding, advisory vote on the compensation of named executive officers of Webster annually. As a result of the vote, the Board of Directors determined to hold the vote annually. Community Reinvestment Act and Fair Lending Laws Webster Bank has a responsibility under the CRA, as implemented by OCC regulations to help meet the credit needs of its communities, including low and moderate-income neighborhoods. The CRA does not establish specific lending requirements or programs for financial institutions nor does it limit an institution's discretion to develop the types of products and services that it believes are best suited to its particular community, consistent with the CRA. In connection with its examination, the OCC assesses Webster Bank's record of compliance with the CRA. In addition, the Equal Credit Opportunity Act and the Fair Housing Act prohibit discrimination in lending practices on the basis of characteristics specified in those statutes. Webster Bank's failure to comply with the provisions of the CRA could, at a minimum, result in regulatory restrictions on its activities and the activities of Webster. Webster Bank's failure to comply with the Equal Credit Opportunity Act and the Fair Housing Act could result in enforcement actions against it by the OCC, as well as other federal regulatory agencies, including the CFPB and the Department of Justice. Webster Bank's latest OCC CRA rating was “satisfactory.” USA PATRIOT Act Under Title III of the USA PATRIOT Act, all financial institutions are required to take certain measures to identify their customers, prevent money laundering, monitor customer transactions, and report suspicious activity to U.S. law enforcement agencies. Financial institutions also are required to respond to requests for information from federal banking regulatory authorities and law enforcement agencies. Information sharing among financial institutions for the above purposes is encouraged by an exemption granted to complying financial institutions from the privacy provisions of the GLBA and other privacy laws. Financial institutions that hold correspondent accounts for foreign banks or provide private banking services to foreign individuals are required to take measures to avoid dealing with certain foreign individuals or entities, including foreign banks with profiles that raise money laundering concerns, and are prohibited from dealing with foreign “shell banks” and persons from jurisdictions of particular concern. The primary federal banking regulators and the Secretary of the Treasury have adopted regulations to implement several of these provisions. All financial institutions also are required to establish internal anti-money laundering programs. The effectiveness of a financial institution in combating money laundering activities is a factor to be considered in any application submitted by the financial institution under the Bank Merger Act. Webster has in place a Bank Secrecy Act and USA PATRIOT Act compliance program and engages in very few transactions of any kind with foreign financial institutions or foreign persons. 8 Office of Foreign Assets Control Regulation The United States government has imposed economic sanctions that affect transactions with designated foreign countries, nationals, and others. These are typically known as the “OFAC” rules based on their administration by the U.S. Treasury Department Office of Foreign Assets Control (“OFAC”). The OFAC-administered sanctions targeting countries take many different forms. Generally, they contain one or more of the following elements: (i) restrictions on trade with or investment in a sanctioned country, including prohibitions against direct or indirect imports from and exports to a sanctioned country and prohibitions on “U.S. persons” engaging in financial transactions relating to making investments in, or providing investment-related advice or assistance to, a sanctioned country; and (ii) a blocking of assets in which the government or specially designated nationals of the sanctioned country have an interest, by prohibiting transfers of property subject to U.S. jurisdiction (including property in the possession or control of U.S. persons). Blocked assets (property and bank deposits) cannot be paid out, withdrawn, set off, or transferred in any manner without a license from OFAC. Failure to comply with these sanctions could have serious legal and reputational consequences. Future Legislative Initiatives From time to time, various legislative and regulatory initiatives are introduced by Congress, state legislatures, and financial regulatory agencies. Such initiatives may include proposals to expand or contract the powers of bank holding companies and/or depository institutions or proposals to substantially change the financial institution regulatory system. Such legislation could change banking statutes and the operating environment of the Company in substantial and unpredictable ways. If enacted, such legislation could increase or decrease the cost of doing business, limit or expand permissible activities, or affect the competitive balance among banks, savings associations, credit unions, and other financial institutions. The Company cannot predict whether any such legislation will be enacted, and, if enacted, the effect that it or any implementing regulations would have on the financial condition or results of operations of the Company. A change in statutes, regulations, or regulatory policies applicable to Webster or any of its subsidiaries could have a material effect on the business of the Company. Risk Management Framework Webster’s Enterprise Risk Management (“ERM") framework provides a structured approach for identifying, assessing and managing risks across the Company in a coordinated manner, including strategic and reputational risks, as well as, credit, market, liquidity, capital, and operational risks as discussed in detail below. The ERM framework enables the aggregation of risk across the enterprise and ensures the Company has the tools, programs and processes in place to support informed decision making, anticipate risks before they materialize and maintain Webster's risk profile consistent with its risk strategy and appetite. Key components of the ERM framework include a culture that promotes proactive risk management by all Webster bankers, a risk appetite framework, which is embedded in the corporate strategy and risk culture of the bank and consists of a risk appetite statement and board and business-level scorecards with defined risk tolerance limits, and robust risk governance with effective and credible challenge including three lines of defense to manage and oversee risk. Bankers in each line of business serve as the first line of defense and have responsibility for identifying, managing and owning the risks in their businesses. Risk and other corporate support functions (for example, Human Resources and Legal departments) serve as the second line of defense and are responsible for providing guidance, oversight and appropriate challenge to the first line of defense. Internal Audit and Credit Risk Review, both of which are independent of management, serve as the third line of defense and ensure that appropriate risk management controls, processes and systems are in place and functioning effectively. The Risk Committee of the Board of Directors (“Risk Committee”), comprised of independent directors, oversees all Webster's risk-related matters and provides input and guidance to the Board of Directors and the Executive team, as appropriate. Webster's ERM Committee (“ERMC”), which reports directly to the Risk Committee, is chaired by the Chief Risk Officer ("CRO") and is comprised of members of Webster's Executive Management Committee and Senior Risk Officers. The CRO is responsible for establishing and maintaining the Company's ERM framework and overseeing credit risk, operational risk, compliance risk, Bank Secrecy Act and loan workout/recovery programs. The Corporate Treasurer, who reports to the Chief Financial Officer ("CFO"), is responsible for overseeing market, liquidity, and capital risk management activities. Credit Risk Webster manages and controls credit risk in its loan and investment portfolios through established underwriting practices, adherence to standards, and utilization of various portfolio and transaction monitoring tools and processes. Credit policies and underwriting guidelines provide limits on exposure and establish various other standards as deemed necessary and prudent. Additional approval requirements and reporting are implemented to ensure proper risk identification, decision rationale, risk ratings, and disclosure of policy exceptions. 9 Credit Risk Management ("CRM") policies and transaction approvals are managed under the supervision of the Chief Credit Officer (“CCO”) who reports to the CRO. The CCO and team of credit executives are independent of the loan production and Treasury areas. The credit risk function oversees the underwriting, approval and portfolio management process, establishes and ensures adherence to credit policies, and manages the collections and problem asset resolution activities. As part of CRM governance, Webster established a CRM Committee ("CRMC") that meets regularly to review key credit risk topics, issues, and policies. The CRMC reviews Webster's credit risk scorecard, which covers key risk indicators and limits established as part of the Company's risk appetite framework. The CRMC is chaired by the CCO and includes senior managers responsible for lending as well as senior managers from the CRM function. Important findings regarding credit quality and trends within the loan and investment portfolios are regularly reported by the CCO to the ERMC and Risk Committee. In addition to the CRM team, there is an independent Credit Risk Review function that assesses risk ratings and credit underwriting process for all areas of the organization that incur credit risk. The head of Credit Risk Review reports directly to the Risk Committee and administratively to the CRO. Credit Risk Review findings are reported to the CRMC, ERMC and Risk Committee. Corrective measures are monitored and tested to ensure risk issues are mitigated or resolved. Market Risk Market risk refers to the risk of loss arising from adverse changes in interest rates, foreign currency exchange rates, commodity prices, and other relevant market rates and prices, such as equity prices. The risk of loss is assessed from the perspective of adverse changes in fair values, cash flows, and future earnings. Due to the nature of its operations, Webster is primarily exposed to interest rate risk. Webster's interest rate sensitivity is monitored on an ongoing basis by its Asset and Liability Committee (“ALCO”). ALCO's primary goal is to manage interest rate risk to maximize earnings and net economic value in changing interest rate and business environments within risk appetite limits approved by the Board of Directors. ALCO is chaired by Webster's Corporate Treasurer and members include the CEO, CFO and CRO. ALCO activities and findings are regularly reported to the ERMC, Risk Committee and Board of Directors. Liquidity Risk Liquidity risk refers to the ability to meet a demand for funds by converting assets into cash or cash equivalents and by increasing liabilities at acceptable costs. Liquidity management of Webster Bank involves maintaining the ability to meet day-to-day and longer-term cash flow requirements of customers, whether they are depositors wishing to withdraw funds or borrowers requiring funds to meet their credit needs. Sources of funds include deposits, borrowings, or sales of assets such as unencumbered investment securities. Webster requires funds for dividends to shareholders, payment of debt obligations, repurchase of shares, potential acquisitions, and for general corporate purposes. Its sources of funds include dividends from Webster Bank, income from investment securities, the issuance of equity, and debt in the capital markets. Both Webster and Webster Bank maintain a level of liquidity necessary to achieve their business objectives under both normal and stressed conditions. Liquidity risk is monitored and managed by ALCO and reviewed regularly with the ERMC, Risk Committee and Board of Directors. Capital Risk Webster aims to maintain adequate capital in both normal and stressed environments to support its business objectives and risk appetite. ALCO monitors regulatory and tangible capital levels according to regulatory requirements and management operating ranges and recommends capital conservation, generation, and/or deployment strategies. ALCO also has responsibility for the annual capital plan, capital ratio range setting, contingency planning and stress testing, which are all reviewed and approved by the Risk Committee and Board of Directors at least annually. Operational Risk Operational risk is the risk of loss resulting from inadequate or failed internal processes, people and systems or from external events, such as fraud, cyber-attacks, or natural disasters. The Operational Risk function is responsible for establishing processes and tools to identify, manage, and aggregate operational risk across the organization; providing guidance and advice on operational risk matters; and educating the organization on operational risks. Specific programs and functions have been implemented to manage the risks associated with legal and regulatory requirements, suppliers and other third-parties, information security, business disruption, fraud, analytical and forecasting models, and new products and services. Webster's Operational Risk Management Committee ("ORMC"), which consists of senior risk officers and senior managers responsible for operational risk management to periodically review the aforementioned programs, key operational risk trends, concerns, and mitigation best practices. The ORMC is chaired by the Director of Operating Risk Management, who is responsible for overseeing Webster's operational risk management framework. 10 Internal Audit Internal Audit provides an independent and objective assessment of the design and execution of internal controls for all major business units and operations throughout Webster, including our management systems, risk governance, and policies and procedures. Internal Audit activities are designed to provide reasonable assurance that resources are safeguarded so that significant financial, managerial and operating information is complete, accurate and reliable, and that employee actions comply with our policies and applicable laws and regulations. Results of Internal Audit reviews are reported to management and the Audit Committee of the Board of Directors. Corrective measures are monitored to ensure risk issues are mitigated or resolved. The General Auditor reports directly to the Audit Committee and administratively to the Chief Executive Officer. The appointment or replacement of the General Auditor is overseen by the Audit Committee. Additional information on risks and uncertainties and additional factors that could affect the Company's results of operations can be found in Item 1A and elsewhere within this Form 10-K for the year ended December 31, 2015 and in other reports filed by Webster Financial Corporation with the SEC. ITEM 1A. RISK FACTORS An investment in our securities involves risks, some of which are inherent in the financial services industry and others of which are more specific to our business. The discussion below addresses the material risks and uncertainties, of which we are currently aware, that could affect our business, results of operations and financial condition. Before making an investment decision, you should carefully consider the risks and uncertainties described below together with all of the other information included or incorporated by reference in this report. If any of the events or circumstances described in the following risks actually occurs, our business, financial condition or results of operations could suffer. Risks Relating to the Economy, Financial Markets, Interest Rates and Liquidity. Difficult conditions in the economy and the financial markets may have a materially adverse effect on our business, financial condition and results of operations. Our financial performance is highly dependent upon the business environment in the markets where we operate and in the United States as a whole. Unfavorable or uncertain economic and market conditions can be caused by declines in economic growth, decreases in business activity, weakening of investor or business confidence, limitations on the availability or increases in the cost of credit and capital, increases in inflation, changes in interest rates, high unemployment, natural disasters or a combination of these or other factors. In particular, we may face the following risks in connection with the current economic and market environment: • • economic and market developments may affect consumer and business confidence levels and may cause declines in credit usage and adverse changes in payment patterns, causing increases in delinquencies and default rates; our ability to assess the creditworthiness of our customers may be impaired if the models and approaches we use to select, manage, and underwrite our customers become less predictive of future behaviors; • we could suffer decreases in customer desire to do business with us, whether as a result of a decreased demand for loans • or other financial products and services or decreased deposits or other investments in accounts with us; and competition in our industry could intensify as a result of the increasing consolidation of financial services companies in connection with current market conditions, or otherwise. The business environment in the U.S. has experienced volatility in recent years and may continue to do so for the foreseeable future. There can be no assurance that economic conditions will not worsen. Difficult economic conditions could adversely affect our business, results of operations and financial condition. Changes in local economic conditions could adversely affect our business. A significant percentage of our mortgage loans are secured by real estate in the State of Connecticut. Our success depends in part upon economic conditions in this and our other geographic markets. Adverse changes in such local markets could reduce our growth in loans and deposits, impair our ability to collect our loans, increase problem loans and charges-offs, and otherwise negatively affect our performance and financial condition. 11 The soundness of other financial institutions could adversely affect us. Our ability to engage in routine funding transactions could be adversely affected by the actions and commercial soundness of other financial institutions. Financial services companies are interrelated as a result of trading, clearing, counterparty or other relationships. We have exposure to many different industries and counterparties, and we routinely execute transactions with counterparties in the financial services industry, including brokers and dealers, commercial banks, investment banks, mutual and hedge funds, and other institutional clients. As a result, defaults by, or even rumors or questions about, one or more financial services companies, or the financial services industry generally, have led to market-wide liquidity problems and could lead to losses or defaults by us or by other institutions. Many of these transactions expose us to credit risk in the event of default of our counterparty or client. In addition, our credit risk may be exacerbated if the collateral held by us cannot be realized or is liquidated at prices not sufficient to recover the full amount of the loan or derivative exposure due us. There is no assurance that any such losses would not materially and adversely affect our business, financial condition or results of operations. Changes in interest rates and spreads could have an impact on earnings and results of operations which could have a negative impact on the value of our stock. Our consolidated earnings and financial condition are dependent to a large degree upon net interest income, which is the difference between interest earned from loans and investments and interest paid on deposits and borrowings. The narrowing of interest rate spreads could adversely affect our earnings and financial condition. We cannot predict with certainty or control changes in interest rates. Regional and local economic conditions and the policies of regulatory authorities, including monetary policies of the Federal Reserve Board, affect interest income and interest expense. While we have ongoing policies and procedures designed to manage the risks associated with changes in market interest rates, changes in interest rates still may have an adverse effect on our profitability. For example, high interest rates could affect the amount of loans that we can originate because higher rates could cause customers to apply for fewer mortgages, or cause depositors to shift funds from accounts that have a comparatively lower cost to accounts with a higher cost, or experience customer attrition due to competitor pricing. If the cost of interest-bearing deposits increases at a rate greater than the yields on interest-earning assets increase, net interest income will be negatively affected. Changes in the asset and liability mix may also affect net interest income. Similarly, lower interest rates cause higher yielding assets to prepay and floating or adjustable rate assets to reset to lower rates. If we are not able to reduce our funding costs sufficiently, due to either competitive factors or the maturity schedule of existing liabilities, then our net interest margin will decline. We may not pay dividends if we are not able to receive dividends from our subsidiary, Webster Bank. We are a separate and distinct legal entity from our banking and non-banking subsidiaries and depend on the payment of cash dividends from Webster Bank and our existing liquid assets as the principal sources of funds for paying cash dividends on our common stock. Unless we receive dividends from Webster Bank or choose to use our liquid assets, we may not be able to pay dividends. Webster Bank’s ability to pay dividends is subject to its ability to earn net income and to meet certain regulatory requirements. See “Supervision and Regulation—Dividends” for a discussion of regulatory and other restrictions on dividend declarations. Our stock price can be volatile. Stock price volatility may negatively impact the price at which our common stock may be sold, and may also negatively impact the timing of any sale. Our stock price can fluctuate widely in response to a variety of factors including, among other things: • • • • • • • • • • • • actual or anticipated variations in quarterly operating results; recommendations by securities analysts; operating and stock price performance of other companies that investors deem comparable to us; news reports relating to trends, concerns and other issues in the financial services industry; new technology used, or services offered, by competitors; perceptions in the marketplace regarding us and/or our competitors; significant acquisitions or business combinations, strategic partnerships, joint ventures or capital commitments by or involving us or our competitors; failure to integrate acquisitions or realize anticipated benefits from acquisitions; additional investments from third parties; issuance of additional shares of stock; changes in government regulations; or geo-political conditions such as acts or threats of terrorism or military conflicts. General market fluctuations, industry factors and general economic and political conditions and events, such as economic slowdowns or recessions, interest rate changes, credit loss trends or currency fluctuations, could also cause our stock price to decrease regardless of our operating results. 12 Regulatory, Compliance, Environmental and Legal Risks We are subject to extensive government regulation and supervision, which may interfere with our ability to conduct our business and may negatively impact our financial results. We, primarily through Webster Bank and certain non-bank subsidiaries, are subject to extensive federal and state regulation and supervision. Banking regulations are intended to protect depositors’ funds, the Federal Deposit Insurance Fund and the safety and soundness of the banking system as a whole, not shareholders. These regulations affect our lending practices, capital structure, investment practices, dividend policy and growth, among other things. Congress and federal regulatory agencies continually review banking laws, regulations and policies for possible changes. Changes to statutes, regulations or regulatory policies, including changes in interpretation or implementation of statutes, regulations or policies, could affect us in substantial and unpredictable ways. Such changes could subject us to additional costs, limit the types of financial services and products we may offer, and/or limit the pricing we may charge on certain banking services, among other things. Additionally, the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”) has and will continue to change the current bank regulatory structure and affect the lending, investment, trading and operating activities of financial institutions and their holding companies. Since the global financial crisis, financial institutions generally have been subject to increased scrutiny from regulatory authorities. Recent changes to the legal and regulatory framework governing our operations, including the passage and continued implementation of the Dodd-Frank Act, have drastically revised the laws and regulations under which we operate. In general, bank regulatory agencies have increased their focus on risk management and customer compliance, and we expect this focus to continue. Additional compliance requirements are likely and can be costly to implement. Compliance personnel and resources may increase our costs of operations and adversely impact our earnings. Failure to comply with laws, regulations or policies could result in sanctions by regulatory agencies, civil money penalties and/ or reputation damage, which could have a material adverse effect on our business, financial condition and results of operations. While we have policies and procedures designed to prevent any such violations, there can be no assurance that such violations will not occur. See the section captioned “Supervision and Regulation” in Item 1 of this report for further information. We are subject to financial and reputational risks from potential liability arising from lawsuits. The nature of our business ordinarily results in a certain amount of claims and legal action. Whether claims and related legal action are founded or unfounded, if such claims and legal actions are not resolved in a manner favorable to us they may result in significant financial liability and/or adversely affect our market perception, the products and services we offer, as well as impact customer demand for those products and services. We assess our liabilities and contingencies in connection with outstanding legal proceedings as well as certain threatened claims utilizing the latest and most reliable information valuable. For matters where a loss is not probable or the amount of the loss cannot be estimated, no accrual is established. For matters where it is probable we will incur a loss and the amount can be reasonably estimated, we establish an accrual for the loss. Once established, the accrual is adjusted periodically to reflect any relevant developments. The actual cost of any outstanding legal proceedings or threatened claims, however, may turn out to be substantially higher than the amount accrued. These costs adversely affect our business, results of operations and prospects. We are exposed to risk of environmental liabilities with respect to properties to which we obtain title. A large portion of our loan portfolio is secured by real estate. In the course of our business, we may foreclose and take title to real estate and could be subject to environmental liabilities with respect to these properties. We may be held liable to a government entity or to third parties for property damage, personal injury, investigation and clean-up costs incurred by these parties in connection with environmental contamination, or may be required to clean up hazardous or toxic substances, or chemical releases at a property. The costs associated with investigation and remediation activities could be substantial. In addition, if we are the owner or former owner of a contaminated site, we may be subject to common law claims by third parties based on damages and costs resulting from environmental contamination emanating from the property. These costs and claims could adversely affect our business, results of operations and prospects. Proposed health care reforms could adversely affect our HSA Bank division and our revenues, financial position and our results of operations. The enactment of health care reforms affecting health savings accounts at the federal or state level may affect our HSA Bank division, which is a bank custodian of health savings accounts. We cannot predict if any such reforms will ultimately become law, or, if enacted, what their terms or the regulations promulgated pursuant to such laws will be. Any health care reforms enacted may be phased in over a number of years but, if enacted, could, with respect to the operations of HSA Bank, reduce our revenues, increase our costs, and require us to revise the ways in which we conduct business or put us at risk for loss of business. In addition, our results of operations, financial position, and cash flows could be materially adversely affected by such changes. 13 Risks Relating to the Competitive Environment in which We Operate We operate in a highly competitive industry and market area. If we fail to compete effectively, our financial condition and results of operations may be materially adversely affected. We face substantial competition in all areas of our operations from a variety of different competitors, many of which are larger and may have more financial resources than we do. Such competitors primarily include national, regional, and community banks within the various markets in which we operate. We also face competition from many other types of financial institutions, including, without limitation, savings and loans, credit unions, finance companies, brokerage firms, insurance companies, factoring companies and other financial intermediaries. The financial services industry could become even more competitive as a result of legislative, regulatory and technological changes and continued consolidation. Technology has lowered barriers to entry and made it possible for non-banks to offer products and services traditionally provided by banks, such as automatic transfer and automatic payment systems. Additionally, due to their size, many competitors may be able to achieve economies of scale and, as a result, may offer a broader range of products and services than we do, as well as better pricing for those products and services. Our ability to compete successfully depends on a number of factors, including, among other things: • • • • • • the ability to develop, maintain and build upon long-term customer relationships based on top quality service, high ethical standards and safe, sound assets; the ability to expand market position; the scope, relevance and pricing of products and services offered to meet customer needs and demands; the rate at which we introduce new products and services relative to our competitors; customer satisfaction with our level of service; and industry and general economic trends. Failure to perform in any of these areas could significantly weaken our competitive position, which could adversely affect our growth and profitability, which, in turn, could have a material adverse effect on our financial condition and results of operations. We may not be able to attract and retain skilled people. Our success depends, in large part, on our ability to attract and retain key people. Competition for the best people in most activities in which we engage can be intense and we may not be able to hire people or to retain them. The unexpected loss of services of one or more of our key personnel could have a material adverse impact on the business because we would lose their skills, knowledge of the market, years of industry experience and may have difficulty promptly finding qualified replacement personnel. Risks Relating to Risk Management We continually encounter technological change. The failure to understand and adapt to these changes could negatively impact our business. The financial services industry is continually undergoing rapid technological change with frequent introductions of new technology- driven products and services. The effective use of technology can increase efficiency and enable financial institutions to better serve customers and to reduce costs. However, some new technologies needed to compete effectively result in incremental operating costs. Our future success depends, in part, upon our ability to address the needs of our customers by using technology to provide products and services that will satisfy customer demands, as well as to create additional efficiencies in operations. Many of our competitors, because of their larger size and available capital, have substantially greater resources to invest in technological improvements. We may not be able to effectively implement new technology-driven products and services or be successful in marketing these products and services to our customers. Failure to successfully keep pace with technological change affecting the financial services industry could have a material adverse impact on our business and, in turn, our financial condition and results of operations. New lines of business or new products and services may subject us to additional risks. A failure to successfully manage these risks may have a material adverse effect on our business. From time to time, we may implement new lines of business, offer new products and services within existing lines of business or shift our asset mix. There are substantial risks and uncertainties associated with these efforts, particularly in instances where the markets are not fully developed. In developing and marketing new lines of business and/or new products and services and/or shifting asset mix, we may invest significant time and resources. Initial timetables for the introduction and development of new lines of business and/or new products or services may not be achieved and price and profitability targets may not prove attainable. External factors, such as compliance with regulations, competitive alternatives, and shifting market preferences, may also impact the successful implementation of a new line of business or a new product or service. Furthermore, any new line of business and/ or new product or service could have a significant impact on the effectiveness of our system of internal controls. Failure to successfully manage these risks in the development and implementation of new lines of business or new products or services could have a material adverse effect on our business, results of operations and financial condition. 14 A failure or breach of our systems, or those of our third party vendors and other service providers, including as a result of cyber attacks, could disrupt our businesses, result in the misuse of confidential or proprietary information, damage our reputation, increase our costs and cause losses. As a large financial institution, we depend on our ability to process, record, and monitor a large number of customer transactions, and customer, public and regulatory expectations regarding operational and information security have increased over time. Accordingly, our operational systems and infrastructure must continue to be safeguarded and monitored for potential failures, disruptions and breakdowns. Our business, financial, accounting, data processing systems or other operating systems and facilities may stop operating properly or become disabled as a result of a number of factors that may be wholly or partially beyond our control. For example, there could be sudden increases in customer transaction volume; electrical or telecommunications outages; natural disasters; pandemics; events arising from political or social matters, including terrorist acts; and cyber attacks. Although we have business continuity plans and believe we have robust information security procedures and controls in place, disruptions or failures in the physical infrastructure or operating systems that support our businesses and customers, or cyber attacks or security breaches of the networks, systems or devices on which customers’ personal information is stored and that our customers use to access our products and services could result in customer attrition, regulatory fines, penalties or intervention, reputational damage, reimbursement or other compensation costs, and/or additional compliance costs, which could materially adversely affect our results of operations and financial condition. Third parties with whom we do business or that facilitate our business activities, including exchanges, clearing houses, financial intermediaries or vendors that provide services or security solutions for our operations, could also be sources of operational and information security risk to us, including from breakdowns or failures of their own systems or capacity constraints. Although to date we have not experienced any material losses relating to cyber attacks or other information security breaches, there can be no assurance that we will not suffer such losses in the future. Our risk and exposure to these matters remains heightened and as a result the continued development and enhancement of our controls, processes and practices designed to protect our systems, computers, software, data and networks from attack, damage or unauthorized access remain a priority for us. As an additional layer of protection, we have purchased network and privacy liability risk insurance coverage which includes digital asset loss, business interruption loss, network security liability, privacy liability, network extortion and data breach coverage. As cyber threats continue to evolve, we may be required to expend significant additional resources to modify our protective measures or to investigate and remediate any information security vulnerabilities. We recognize that there is increasing risk that an event could occur and therefore have a high priority focus on our resiliency or recovery processes. Our Crisis and Incident Response process identifies and considers the various scenarios that could occur, and we will continue to carry out scenario specific tests across the enterprise. Disruptions in services provided by third-party vendors that we rely on may result in a material adverse effect on our business. We rely on third-party vendors to provide products and services necessary to maintain day-to-day operations. For example, we are dependent on our vendor-provided core banking processing systems to process a large number of increasingly complex transactions. Accordingly, we are exposed to the risk that these vendors might not perform in accordance with the contracted arrangements or service level agreements because of changes in the vendor’s organizational structure, financial condition, support for existing products and services or strategic focus or for any other reason. Such failure to perform could be disruptive to our operations, which could have a materially adverse impact on our business, results of operations and financial condition. In addition we require third-party outsourced service providers to have Business Continuity and Disaster Recovery Plans that are aligned with our overall recovery plans. Our controls and procedures may fail or be circumvented, which may result in a material adverse effect on our business. Management regularly reviews and updates our internal controls, disclosure controls and procedures, and corporate governance policies and procedures. Any system of controls, however well designed and operated, is based in part on certain assumptions and can provide only reasonable, not absolute, assurances that the objectives of the system are met. Any failure or circumvention of the controls and procedures or failure to comply with regulations related to controls and procedures could have a material adverse effect on our business, results of operations and financial condition. We face risks in connection with completed or potential acquisitions. From time to time we may evaluate expansion through the acquisition of banks or branches, or other financial businesses or assets. Acquiring other banks, businesses, or branches involves various risks commonly associated with acquisitions, including, among other things: • The possible loss of key employees and customers of the target; • • • • Potential disruption of the target business; Potential changes in banking or tax laws or regulations that may affect the target business; Potential exposure to unknown or contingent liabilities of the target; and Potential difficulties in integrating the target business into our own. 15 Acquisitions typically involve the payment of a premium over book and market values, and therefore, some dilution of the Corporation’s tangible book value and net income per common share may occur in connection with any future transaction. Furthermore, failure to realize the expected revenue increases, cost savings, increases in geographic or product presence, and/or other projected benefits from an acquisition could have a material adverse effect on the Corporation’s business, financial condition and results of operations. Risks Relating to Accounting Estimates Our allowance for loan and lease losses may be insufficient. Our business is subject to periodic fluctuations based on national and local economic conditions. These fluctuations are not predictable, cannot be controlled and may have a material adverse impact on our operations and financial condition. For example, declines in housing activity including declines in building permits, housing starts and home prices, may make it more difficult for our borrowers to sell their homes or refinance their debt. Sales may also slow, which could strain the resources of real estate developers and builders. We may suffer higher loan and lease losses as a result of these factors and the resulting impact on our borrowers. Recent economic uncertainty continues to affect employment levels and impact the ability of our borrowers to service their debt. Bank regulatory agencies also periodically review our allowance for loan and lease losses and may require an increase in the provision for loan and lease losses or the recognition of further loan charge-offs, based on judgments different than those of management. In addition, if charge-offs in future periods exceed the allowance for loan and lease losses, we may need, depending on an analysis of the adequacy of the allowance for loan and lease losses, additional provisions to increase the allowance for loan losses. Any increases in the allowance for loan and lease losses will result in a decrease in net income and, possibly, capital, and may have a material adverse effect on our financial condition and results of operations. If our goodwill and intangible assets are determined to be impaired it could have a negative impact on our profitability. Applicable accounting standards require that the purchase method of accounting be used for all business combinations. Under purchase accounting, if the purchase price of an acquired company exceeds the fair value of the acquired company’s net assets, the excess is carried on the acquirer's balance sheet as goodwill. A significant decline in our expected future cash flows, a continuing period of market disruption, market capitalization to book value deterioration, or slower growth rates may require us to record charges in the future related to the impairment of our goodwill and intangible assets. There can be no assurance that future evaluations of goodwill and intangible assets will not result in findings of impairment and related write-downs. If we were to conclude that a future write-down is necessary, we would record the appropriate charge, which may have a material adverse effect on our financial condition and results of operations. If all or a significant portion of the unrealized losses in our portfolio of investment securities were determined to be other- than-temporarily impaired, we would recognize a material charge to our earnings and our capital ratios would be adversely impacted. When the fair value of a security declines, management must assess whether that decline is other-than-temporary. When management reviews whether a decline in fair value is other-than-temporary, it considers numerous factors, many of which involve significant judgment. No assurance can be provided that the amount of the unrealized losses will not increase. To the extent that any portion of the unrealized losses in our portfolio of investment securities is determined to be other-than- temporarily impaired, we will recognize a charge to our earnings in the quarter during which such determination is made and our capital ratios will be adversely impacted. If any such charge is deemed significant, a rating agency might downgrade our credit rating or put us on a credit watch. A downgrade or a significant reduction in our capital ratios might adversely impact our ability to access the capital markets or might increase our cost of capital. Even if we do not determine that the unrealized losses associated with the investment portfolio require an impairment charge, increases in such unrealized losses adversely impact the tangible common equity ratio, which may adversely impact credit rating agency and investor sentiment. Any such negative perception also may adversely impact our ability to access the capital markets or might increase our cost of capital. ITEM 1B. UNRESOLVED STAFF COMMENTS None 16 ITEM 2. PROPERTIES The Company maintains its headquarters in Waterbury, Connecticut. This owned facility houses the Company's executive and primary administrative functions, as well as the principal banking headquarters of Webster Bank. The Company considers its properties are suitable and adequate for present needs. In addition to the property noted above, the Company's segments maintain the following offices, all of which are either located at facilities shared with Webster Bank or are leased. Lease expiration dates vary, up to 72 years, with renewal options for 1 to 25 years. For additional information regarding leases and rental payments see Note 20: Commitments and Contingencies in the Notes to Consolidated Financial Statements contained elsewhere in this report. Community Banking The Community Banking segment maintains the following banking centers: Location Connecticut Massachusetts Rhode Island New York Total banking centers Commercial Banking Leased 79 8 9 8 104 Owned 43 12 4 — 59 Total 122 20 13 8 163 The Commercial Banking segment maintains offices across a footprint that primarily ranges from Boston, Massachusetts to Washington D.C. Significant properties include but are not limited to offices in: Hartford, New Haven, Stamford, and Waterbury, Connecticut; New York and White Plains, New York; Conshohocken, Pennsylvania; and Providence, Rhode Island. Also included in the Commercial Bank are the subsidiaries Webster Capital Finance with headquarters in Kensington, Connecticut and Webster Business Credit Corporation with headquarters in New York, New York and offices in: Baltimore, Maryland; Boston, Massachusetts; Conshohocken, Pennsylvania; and New Milford, Connecticut. Private Banking The Private Banking segment is headquartered in Stamford, Connecticut with offices in: Hartford, Connecticut; New Haven, Connecticut; Waterbury, Connecticut; Greenwich, Connecticut; Wilton, Connecticut; Boston, Massachusetts; White Plains, New York; and Providence, Rhode Island. HSA Bank HSA Bank is headquartered in Milwaukee, Wisconsin with an office in Sheboygan, Wisconsin. ITEM 3. LEGAL PROCEEDINGS From time to time, Webster and its subsidiaries are subject to certain legal proceedings and claims in the ordinary course of business. Management presently believes that the ultimate outcome of these proceedings, individually and in the aggregate, will not be material to Webster or its consolidated financial position. Webster 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. Legal proceedings are subject to inherent uncertainties, and unfavorable rulings could occur that could cause Webster to adjust its litigation accrual or could have, individually or in the aggregate, a material adverse effect on its business, financial condition, or operating results. ITEM 4. MINE SAFETY DISCLOSURES Not applicable 17 PART II ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS, AND ISSUER PURCHASES OF EQUITY SECURITIES Market Information Webster Financial Corporation's common shares trade on the New York Stock Exchange under the symbol “WBS.” The following table sets forth the high and low intra-day sales prices per share of Webster' Financial Corporation's common stock and the cash dividends declared per share: Fourth quarter Third quarter Second quarter First quarter 2015 2014 High Low Cash Dividends Declared High Low Cash Dividends Declared $ 40.72 $ 34.17 $ 40.60 41.34 37.38 30.97 34.88 29.02 0.23 0.23 0.23 0.20 $ 33.32 $ 26.53 $ 32.49 31.91 32.67 27.77 28.21 28.71 0.20 0.20 0.20 0.15 On January 26, 2016, Webster Financial Corporation’s Board of Directors declared a quarterly dividend of $0.23 per share. On February 12, 2016, there were 6,421 shareholders of record as determined by Broadridge, the Company’s transfer agent. Restrictions on Dividends Holders of Webster Financial Corporation's common stock are entitled to receive such dividends as the Board of Directors may declare out of funds legally available for such payments. Webster Financial Corporation, as a bank holding company, is dependent on dividend payments from Webster Bank for its legally available funds. The Bank paid the holding company $110.0 million in dividends during the year ended December 31, 2015. The Bank’s ability to make dividend payments to the holding company is subject to certain regulatory and other requirements. Under OCC regulations, subject to the Bank meeting applicable regulatory capital requirements before and after payment of dividends, the Bank may declare a dividend, without prior regulatory approval, limited to net income for the current year to date as of the declaration date, plus undistributed net income from the preceding two years. At December 31, 2015, Webster Bank was in compliance with all applicable minimum capital requirements, and there was $335.4 million of undistributed net income available for the payment of dividends by the Bank to the holding company. Under the regulations, the OCC may grant specific approval permitting divergence from the requirements and also has the discretion to prohibit any otherwise permitted capital distribution on general safety and soundness grounds. In addition, the payment of dividends is subject to certain other restrictions, none of which is expected to limit any dividend policy that the Board of Directors may in the future decide to adopt. If the capital of Webster is diminished by depreciation in the value of its property, by losses, or otherwise, to an amount less than the aggregate amount of the capital represented by the issued and outstanding stock of all classes having a preference upon the distribution of assets, no dividends may be paid out of net profits until such deficiency has been repaired. See the “Supervision and Regulation” section contained elsewhere in this report for additional information on dividends. Webster Financial Corporation has 5,060,000 outstanding Depository Shares, each representing 1/1000th interest in a share of 6.40% Series E Non-Cumulative Perpetual Preferred Stock, par value $0.01 per share, with a liquidation preference of $25,000 per share, or $25 per depository share ("Series E Preferred Stock"). The Series E Preferred Stock is redeemable at Webster Financial Corporation's option, in whole or in part, on December 15, 2017, or any dividend payment date thereafter, or in whole but not in part, upon a "regulatory capital treatment event" as defined in the Prospectus Supplement. The terms of the Series E Preferred Stock prohibit the holding company from declaring or paying any cash dividends on its common stock, unless the holding company has declared and paid full dividends on the Series E Preferred Stock for the most recently completed dividend period. Exchanges of Registered Securities Registered securities are exchanged as part of employee and director stock compensation plans. Recent Sales of Unregistered Securities No unregistered securities were sold by Webster during the year ended December 31, 2015. 18 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 December 31, 2015: Period October 1-31, 2015 November 1-30, 2015 December 1-31, 2015 Total Total Number of Shares Purchased (1) Average Price Paid Per Share 21,999 $ 1,326 1,833 25,158 36.90 39.47 38.63 37.16 Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs Maximum Dollar Amount Available for Repurchase Under the Plans or Programs (1) Total Number of Warrants Purchased (2) Average Price Paid Per Warrant — $ 26,695,115 — — — 26,695,115 26,695,115 26,695,115 $ — — — — — — — — (1) On December 6, 2012, the Company announced that its Board of Directors had approved the current stock repurchase program which authorizes management to repurchase, in open market or privately negotiated transactions, subject to market conditions and other factors, up to a maximum of $100 million of common stock, and will remain in effect until fully utilized or until modified, superseded, or terminated. All 25,158 shares repurchased were purchased outside of the repurchase program, at market prices, to fund equity compensation plans. (2) On June 3, 2011, the Company announced that, with approval from its Board of Directors, it had repurchased a significant number of the warrants issued as part of Webster's participation in the U.S. Treasury's Capital Purchase Program in a public auction conducted on behalf of the U.S. Treasury. The Board approved plan provides for additional repurchases from time-to-time, as permitted by securities laws and other legal requirements. There remain 63,344 outstanding warrants to purchase a share (1:1) of the Company's common stock, which carry an exercise price of $18.28 per share and expire on November 21, 2018. 19 Performance Graph The performance graph compares Webster’s cumulative shareholder return on its common stock over the last five fiscal years to the cumulative total return of the Standard & Poor’s 500 Index (“S&P 500 Index”) and the Keefe, Bruyette & Woods Regional Banking Index (“KRX Index”). The KRX Index is used as the industry index because Webster believes it provides a representative comparison and appropriate benchmark against which to measure relative bank stock performance. Total shareholder return is measured by dividing total dividends (assuming dividend reinvestment) for the measurement period plus share price change for a period by the share price at the beginning of the measurement period. Webster’s cumulative shareholder return over a five-year period is based on an initial investment of $100 on December 31, 2010. Comparison of Five Year Cumulative Total Return Among Webster, S&P 500 Index, KRX Index Period Ending Webster Financial Corporation S&P 500 Index KRX Index 12/31/2010 12/31/2011 12/31/2012 12/31/2013 12/31/2014 12/31/2015 208 107 $ $ 181 118 $ $ 171 107 $ $ 166 $ 157 $ 158 $ 100 $ 100 $ 100 $ 177 $ 178 $ 162 $ 104 $ 102 $ 95 $ 20 ITEM 6. SELECTED FINANCIAL DATA The required information is set forth below, in Item 7, Management's Discussion and Analysis of Financial Condition and Results of Operations, see the section captioned "Results of Operations," which is incorporated herein by reference. ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The following discussion should be read in conjunction with the Consolidated Financial Statements of Webster Financial Corporation and Notes thereto contained elsewhere in this report (collectively, the “Consolidated Financial Statements”). Forward-Looking Statements This Annual Report on Form 10-K contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 (the “Act”). Forward-looking statements can be identified by words such as “believes,” “anticipates,” “expects;” “intends,” “targeted,” “continue,” “remain,” “will,” “should,” “may,” “plans,” “estimates,” and similar references to future periods; however, such words are not the exclusive means of identifying such statements. Examples of forward-looking statements include, but are not limited to: • • • • projections of revenues, expenses, income or loss, earnings or loss per share, and other financial items; statements of plans, objectives and expectations of 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 actual results to differ from those discussed in the forward-looking statements include, but are not limited to: • • • • • • • • • • • • • • • • local, regional, national and international economic conditions and the impact they may have on us and our customers and our assessment of that impact; volatility and disruption in national and international financial markets; government intervention in the U.S. financial system; 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; adverse conditions in the securities markets that lead to impairment in the value of securities in our investment portfolio; inflation, interest rate, securities market and monetary fluctuations; the timely development and acceptance of new products and services and perceived overall value of these products and services by customers; changes in consumer spending, borrowings and savings habits; technological changes and cyber-security matters; the ability to increase market share and control expenses; changes in the competitive environment among banks, financial holding companies and other financial services providers; the effect of changes in laws and regulations (including laws and regulations concerning taxes, banking, securities and insurance) with which we and our subsidiaries must comply, including the Dodd-Frank Act and the Capital Rules; the effect of changes in accounting policies and practices, as may be adopted by the regulatory agencies, as well as the Public Company Accounting Oversight Board, the Financial Accounting Standards Board and other accounting standard setters; the costs and effects of legal and regulatory developments including the resolution of legal proceedings or regulatory or other governmental inquiries and the results of regulatory examinations or reviews; and our success at managing the risks involved in the foregoing items. Any forward-looking statements made by the Company in this Annual Report on Form 10-K speaks only as of the date they are made. Factors or events that could cause the Company’s actual results to differ may emerge from time to time, and it is not possible for the Company to predict all of them. The Company undertakes no obligation to publicly update any forward-looking statement, whether as a result of new information, future developments or otherwise, except as may be required by law. 21 Critical Accounting Policies and Accounting Estimates The Company's significant accounting policies, as described in the Notes to Consolidated Financial Statements, are fundamental to understanding its results of operations and financial condition. As disclosed in Note 1: Summary of Significant Accounting Policies, the preparation of Consolidated Financial Statements in conformity with U.S. generally accepted accounting principles requires management to make judgments and accounting estimates that affect the amounts reported in the Consolidated Financial Statements and the accompanying Notes. While the Company bases estimates on historical experience, current information and other factors deemed to be relevant, actual results could differ materially from those estimates. Accounting estimates are necessary in the application of certain accounting policies and procedures that are particularly susceptible to significant change. Critical accounting policies are defined as those that are most important to the portrayal of the Company's financial condition and results of operation and require the most difficult, subjective and complex judgment, and could potentially result in materially different results under different assumptions and conditions. The Company has classified four policies as critical because they require management to make difficult, subjective and complex judgments about matters that are inherently uncertain and because it is likely that materially different amounts would be reported under different conditions or using different assumptions. These policies which have been identified by management and discussed with the appropriate committees of the Board of Directors govern: • Allowance for Loan and Lease Losses; • Fair Value Measurements; • Goodwill Valuation; and • Income Taxes. The following is a summary of the Company's critical accounting policies and accounting estimates. Allowance for Loan and Lease Losses The allowance for loan and lease losses is a reserve established through a provision for credit losses charged to expense, which represents management’s best estimation of probable losses that are inherent within the Company’s portfolio of loans and leases as of the balance sheet date. The allowance for loan and lease losses is based on guidance provided in SEC Staff Accounting Bulletin No. 102, “Selected Loan Loss Allowance Methodology and Documentation Issues” and includes amounts calculated in accordance with Accounting Standards Codification ("ASC") Topic 310, “Receivables” and allowance allocation calculated in accordance with ASC Topic 450, “Contingencies.” The level of the allowance for loan and lease losses reflects management’s judgment based on continuing evaluation of industry concentrations, specific credit risks, loss experience, current portfolio quality, present economic, political, and regulatory conditions and inherent risks not captured in quantitative modeling and methodologies, as well as trends therein. This allowance balance may be allocated for specific portfolio credits; however, the entire allowance balance is available for any credit that, in management’s judgment, should be charged off. While management utilizes its best judgment and information available, the ultimate adequacy of the allowance for loan and lease losses is dependent upon a variety of factors beyond the Company’s control, including performance of the Company’s loan portfolio, the economy, changes in interest rates, and regulatory authorities altering their loan classification guidance. Composition of the allowance for loan and lease losses is more fully illustrated in Note 4: Loans and Leases in the Notes to Consolidated Financial Statements contained elsewhere in this report. Fair Value Measurements The Company records certain assets and liabilities at fair value in the Consolidated Financial Statements. Fair value is 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, as defined by applicable accounting guidance. To increase consistency and comparability in fair value measures, management adheres to the three-level hierarchy established to prioritize the inputs used in valuation techniques, which consists of: (i) unadjusted quoted prices in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date; (ii) inputs other than quoted prices that are directly or indirectly observable for the asset or liability; and (iii) inputs that are not observable, rather are reliant upon pricing models and techniques that require significant management judgment or estimation. All assets and liabilities recorded at fair value are categorized both on a recurring and nonrecurring basis into the above three levels. At the end of each quarter, management assesses the valuation hierarchy for each asset or liability and, as a result, assets or liabilities may be transferred between hierarchy levels due to changes in availability of observable market inputs used to measure fair value at that measurement date. 22 When observable market prices are not available, fair value is estimated using modeling techniques such as discounted cash flow analysis. These modeling techniques utilize assumptions that market participants would use in pricing the asset or liability, including assumptions about the risk inherent in a particular valuation technique, the effect of a restriction on the sale or use of an asset, and the risk of nonperformance. Depending on the nature of the asset or liability, the Company uses various valuation techniques and assumptions when estimating the instrument’s fair value. In addition, changes in legislation or regulatory environment could further impact these assumptions. Information for financial instruments measured at fair value on a recurring basis is as follows: Financial Instrument Available for sale securities Hierarchy Level 2 Derivative instruments Level 2 Goodwill Valuation Valuation Methodology Consists of agency collateralized mortgage obligations, agency mortgage-backed securities, agency commercial mortgage-backed securities, non-agency commercial mortgage-backed securities, collateralized loan obligations, corporate debt, and single-issuer trust preferred securities, for which quoted market prices are not available. Management employs an independent pricing service that utilizes matrix pricing to calculate fair value. This fair value measurement considers observable data such as dealer quotes, dealer price indications, market spreads, credit information, and the respective terms and conditions for debt instruments. Procedures are in place to monitor assumptions and establish processes to challenge valuations received from pricing services that appear unusual or unexpected. Consists of interest rate swaps and mortgage banking derivatives. Management uses readily observable market parameters to value these contracts. Further, for interest rate swaps, third- party consultants are utilized. Goodwill represents the excess purchase price of businesses acquired over the fair value, at acquisition, of the identifiable net assets acquired and is assigned to specific reporting units. Goodwill is evaluated for impairment, at least annually, in accordance with ASC Topic 350, "Intangibles - Goodwill and Other." Quarterly, an assessment of potential triggering events is performed and should events or circumstances be present that, more likely than not, would reduce the fair value of a reporting unit below its carrying value, the Company would then evaluate: periods of market disruption; market capitalization to book value erosion; financial services industry-wide factors; geo-economic factors, and internally developed forecasts to determine if its recorded goodwill may be impaired. Goodwill is evaluated for impairment by either performing a qualitative evaluation or a two-step quantitative test. The qualitative evaluation is an assessment of factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount, including goodwill. In the annual quantitative analysis, a discounted cash flow methodology and a comparable company methodology were used. Discounted cash flow estimates, which include significant management assumptions relating to asset and revenue growth rates, net interest and operating margins, capital requirements, weighted-average cost of capital, and future economic and market conditions, are used to determine fair value under the two-step quantitative test. A comparable company methodology is based on a comparison of financial and operating statistics of publicly traded companies to each of the reporting units, and the appropriate multiples, such as equity value-to-tangible book value, core deposit premium multiples and/or price-to-earnings per share multiples, are applied to arrive at indications of value for each reporting unit. In “Step 1,” the fair value of a reporting unit is compared to its carrying amount, including goodwill. If the fair value of the reporting unit exceeds its carrying amount, goodwill of the reporting unit is not considered impaired, and it is not necessary to continue to “Step 2” of the impairment process. Otherwise, Step 2 is performed where the implied fair value of goodwill is compared to the carrying value of goodwill in the reporting unit. If a reporting unit's carrying value of goodwill exceeds fair value, an impairment is recognized and this difference is charged to non-interest expense. During 2015, Webster performed its annual impairment test under Step 1 as of its elected measurement date of November 30. The valuation of goodwill involves estimates which require significant management judgment. The Company utilizes a combined equally weighted income approach based on discounted cash flows, and comparable company market approach to arrive at an indicated fair value range for the reporting unit. The income approach involves several management estimates, including developing a discounted cash flow valuation model which utilizes variables such as asset and revenue growth rates, expense trends, capital requirements, discount rates, and terminal values. Based upon an evaluation of key data and market factors, management selects the specific variables to be incorporated into the valuation model. Projected future cash flows are discounted using estimated rates based on the Capital Asset Pricing Model, which considers the risk-free interest rate, market risk premium, beta, and unsystematic risk and size premium adjustments specific to the reporting unit. In the income approach the discount rate used for Consumer Deposits, Business Banking and HSA Bank was 7.7%, 10.4%, and 9.7%, respectively. The long-term growth rate used in determining the terminal value of the reporting unit's cash flows was estimated at 4.0% and is based on management's assessment of the minimum expected growth rate of each reporting unit as well as broader economic and regulatory considerations. The comparable company market approach includes small to mid-sized banks based in the Northeast with significant geographic or product line overlap to Webster and its reporting units to determine a fair value of each reporting unit. 23 At November 30, 2015, Webster calculated the following multiples for the selected comparable companies, as appropriate for each reporting unit: core deposit premium, equity value-to-tangible book value, equity value-to-revenue and price-to-earnings per share. In determining the appropriate multiples to be applied for each reporting unit, the financial and operating statistics of the reporting units were compared to the comparable companies. Certain financial statistics were compared in identifying the reporting unit’s most appropriate comparable companies whose multiples were used as the basis for the selected multiple range. For price-to- earnings per share, 2015 to 2017 net income compound annual growth rate and 2017 net income margins were used, while the return on tangible book value and return on assets were used for equity value-to-tangible book value multiples. For core deposit premium multiples, each of those four financial statistics were used. Additionally, a control premium was applied as the comparable company multiples are on a minority basis. The indicated values derived from the discounted cash flows and the market comparable company methodologies were equally weighted to derive the fair value of each reporting unit. This fair value is then compared against the carrying value of each reporting unit to determine if a Step 2 test is required. In estimating the carrying value of each reporting unit, Webster uses a methodology that is based upon Basel III asset risk weightings and fully allocates book capital to all assets and liabilities of each reporting unit. Capital is allocated to assets based on risk weightings and to funding liabilities based on an assessment of operational risk, collateral needs and residual leverage capital as appropriate. There was no impairment indicated as a result of the Step 1 test performed as of November 30, 2015. The fair value of the Consumer Deposits, Business Banking, and HSA Bank reporting units where goodwill resides exceeded carrying value by 19.9%, 80.5%, and 804.5%, respectively. The Consumer Deposits, Business Banking and HSA Bank reporting units had $377.6 million, $139.0 million, and $21.8 million of goodwill at December 31, 2015, respectively. With respect to sensitivity analysis related to the Consumer Deposits unit, by which the fair value exceeded the carrying amount by approximately 20%, stressing: (i) the deposit premium multiple, as part of the Comparable Company Method, down approximately 100 basis points (“bps”) and the discount rate up approximately 100 bps; or (ii) the deposit premium multiple, as part of the Comparable Company Method, down approximately 100 basis points and the projection of net income downward by approximately 20%, assuming no changes in any other variable, would result in the Company having to perform additional analysis under Step 2. Calculations around sensitivity are hypothetical and should not be considered to be predictive of future performance. Impacts to implied fair value based on adverse changes in assumptions should not be extrapolated as the relationship of change in assumption to the change in fair value may not be linear. Income Taxes In accordance with ASC Topic 740, "Income Taxes," certain aspects of accounting for income taxes require significant management judgment, including assessing the realizability of deferred tax assets ("DTAs") and the measurement of uncertain tax positions ("UTPs"). Such judgments are subjective and involve estimates and assumptions about matters that are inherently uncertain. Should actual factors and conditions differ materially from those used by management, the actual realization of DTAs and resolution of UTPs could differ materially from the amounts recorded in the Consolidated Financial Statements. DTAs generally represent items for which a benefit has been recognized for financial accounting purposes that cannot be realized for tax purposes until a future period. The realization of DTAs depends upon future sources of taxable income and the availability of prior years' taxable income to which loss-carryback, refund claims may be made. Valuation allowances are established for those DTAs determined not likely to be realized based on management's judgment. Income taxes are more fully described in Note 8: Income Taxes in the Notes to Consolidated Financial Statements contained elsewhere in this report. Recently Issued Accounting Standards Updates Refer to Note 1: Summary of Significant Accounting Policies in the Notes to Consolidated Financial Statements contained elsewhere in this report for a summary of recently issued accounting standards and their expected impact on the Company's financial statements. 24 Results of Operations Selected financial data is presented in the following table: (Dollars in thousands, except per share data) BALANCE SHEETS 2015 At or for the years ended December 31, 2013 2012 2014 2011 Total assets Loans and leases, net Investment securities Deposits Borrowings Series E preferred stock Total shareholders' equity STATEMENTS OF INCOME Interest income Interest expense Net interest income Provision for loan and lease losses Non-interest income (less securities amounts) Gain on sale of investment securities, net Impairment losses on securities, recognized in earnings Loss on trading securities, net Non-interest expense Income from continuing operations before income tax expense Income tax expense Income from continuing operations Earnings applicable to common shareholders Per Share Data Basic income from continuing operations per common share Basic earnings per common share Diluted income from continuing operations per common share Diluted earnings per common share Dividends and dividend equivalents declared per common share Dividends declared per Series A preferred share Dividends declared per Series E preferred share Book value per common share Tangible book value per common share (non-GAAP) Key Performance Ratios $ 24,677,820 $ 22,533,172 $ 20,853,145 $ 20,147,081 $ 18,714,561 15,496,745 13,740,761 12,547,203 11,851,567 10,991,917 6,907,683 6,666,828 6,465,652 6,243,689 5,848,491 17,952,778 15,651,605 14,854,420 14,530,835 13,656,025 4,041,895 4,336,424 3,612,448 3,238,048 2,969,904 122,710 122,710 122,710 122,710 — 2,415,571 2,322,815 2,209,348 2,093,783 1,845,985 $ 760,040 $ 718,941 $ 687,640 $ 693,502 $ 699,723 95,415 664,625 49,300 239,046 609 (110) — 554,554 300,316 93,976 206,340 196,969 2.17 2.17 2.15 2.15 0.89 $ $ $ 90,500 628,441 37,250 197,754 5,499 (1,145) — 501,600 291,699 91,973 199,726 188,496 2.10 2.10 2.08 2.08 0.75 $ $ $ 90,912 596,728 33,500 197,615 712 (7,277) — 497,709 256,569 77,113 179,456 168,036 1.90 1.90 1.86 1.86 0.55 $ $ $ 21.25 85.00 85.00 1,600.00 1,600.00 1,648.89 25.01 18.71 23.99 18.10 22.77 16.85 114,594 578,908 21,500 189,411 3,347 — — 501,294 248,872 75,133 173,739 170,531 1.96 1.96 1.86 1.86 0.35 85.00 — 22.76 16.43 $ $ $ 135,955 563,768 22,500 175,018 3,823 — (1,799) 510,580 207,730 58,419 149,311 147,285 1.67 1.69 1.59 1.61 0.16 85.00 — 20.74 14.51 $ $ $ Tangible common equity ratio (non-GAAP) 7.12% 7.45% 7.49% 7.15% 7.00% Return on average assets Return on average common shareholders’ equity Return on average tangible common shareholders' equity (non-GAAP) Net interest margin Efficiency ratio (non-GAAP) Asset Quality Ratios Non-performing loans and leases as a percentage of loans and leases (1) Non-performing assets as a percentage of loans and leases plus OREO (1) Non-performing assets as a percentage of total assets (1) Allowance for loan and lease losses as a percentage of non-performing loans and leases (1) Allowance for loan and lease losses as a percentage of loans and leases Net charge-offs as a percentage of average loans and leases Ratio of allowance for loan and lease losses to net charge-offs 0.87 8.77 12.05 3.08 59.73 0.89% 0.92 0.59 0.93 8.85 11.90 3.21 59.23 0.93% 0.98 0.61 125.05 122.62 1.12 0.23 5.21 x 1.15 0.23 5.21 x 0.89 8.44 11.77 3.26 60.32 1.28% 1.34 0.82 94.10 1.20 0.47 2.63 x 0.90 8.97 12.80 3.32 62.71 1.61% 1.64 0.98 91.25 1.47 0.68 2.28 x 0.83 8.19 12.04 3.47 65.08 1.67% 1.71 1.03 124.47 2.08 1.00 2.11 x (1) U.S. Government guaranteed loans were reclassified from non-accrual to over 90 days past due and accruing to reflect a policy change effective in 2015 and applied retrospectively. As a result, the ratio has been recalculated and presented accordingly. 25 The non-GAAP financial measures, identified in the preceding table, have been presented because management believes their use provides additional clarity in assessing the results of the Company. Other companies may define or calculate non-GAAP financial measures differently. The following tables reconcile these non-GAAP financial measures with financial measures defined by GAAP, : (Dollars and shares in thousands, except per share data) 2015 2014 2013 2012 2011 At December 31, Tangible book value per common share (non-GAAP): Shareholders' equity (GAAP) Less: Preferred equity (GAAP) Goodwill and other intangible assets (GAAP) $ 2,415,571 $ 2,322,815 $ 2,209,348 $ 2,093,783 $ 1,845,985 122,710 577,699 151,649 532,553 151,649 535,238 151,649 540,157 28,939 545,577 Tangible common equity (non-GAAP) $ 1,715,162 $ 1,638,613 $ 1,522,461 $ 1,401,977 $ 1,271,469 Common shares outstanding 91,677 90,512 90,369 85,341 Tangible book value per common share (non-GAAP) $ 18.71 $ 18.10 $ 16.85 $ 16.43 $ 87,600 14.51 Tangible common equity ratio (non-GAAP): Shareholders' equity (GAAP) Less: Preferred stock (GAAP) Goodwill and other intangible assets (GAAP) $ 2,415,571 $ 2,322,815 $ 2,209,348 $ 2,093,783 $ 1,845,985 122,710 577,699 151,649 532,553 151,649 535,238 151,649 540,157 28,939 545,577 Tangible common shareholders' equity (non-GAAP) $ 1,715,162 $ 1,638,613 $ 1,522,461 $ 1,401,977 $ 1,271,469 Total assets (GAAP) $ 24,677,820 $ 22,533,172 $ 20,853,145 $ 20,147,081 $ 18,714,561 Less: Goodwill and other intangible assets (GAAP) 577,699 532,553 535,238 540,157 545,577 Tangible assets (non-GAAP) $ 24,100,121 $ 22,000,619 $ 20,317,907 $ 19,606,924 $ 18,168,984 Tangible common equity ratio (non-GAAP) 7.12% 7.45% 7.49% 7.15% 7.00% (Dollars in thousands) Return on average tangible common shareholders' equity (non- GAAP): For the years ended December 31, 2015 2014 2013 2012 2011 Income from continuing operations (GAAP) $ 206,340 $ 199,726 $ 179,456 $ 173,739 $ 149,311 Preferred stock dividends (GAAP) Intangible assets amortization, tax-affected at 35% (GAAP) Income from discontinued operations, net of tax and loss attributable to non-controlling interest (GAAP) Income adjusted for preferred stock dividends and amortization of intangibles (non-GAAP) Average shareholders' equity (non-GAAP) Less: Average preferred stock (non-GAAP) Average goodwill and other intangible assets (non-GAAP) Average non-controlling interests (non-GAAP) 8,711 4,121 — 10,556 1,745 10,803 3,197 — — 2,460 3,523 — 3,286 3,632 1,996 $ 201,750 $ 190,915 $ 171,850 $ 174,802 $ 151,653 $ 2,388,897 $ 2,289,699 $ 2,149,873 $ 1,946,833 $ 1,846,369 134,682 579,366 — 151,649 533,549 — 151,649 537,650 — 38,335 542,782 — 28,942 548,340 9,119 Average tangible common equity (non-GAAP) $ 1,674,849 $ 1,604,501 $ 1,460,574 $ 1,365,716 $ 1,259,968 Return on average tangible common shareholders' equity (non- GAAP) 12.05% 11.90% 11.77% 12.80% 12.04% Efficiency ratio (non-GAAP): Non-interest expense (GAAP) Less: Foreclosed property expense (GAAP) Intangible assets amortization (GAAP) Other expense (non-GAAP) Non-interest expense (non-GAAP) Net interest income (GAAP) Add: FTE adjustment (non-GAAP) Non-interest income (GAAP) Less: Gain on sale of investment securities, net (GAAP) Other (non-GAAP) Income (non-GAAP) Efficiency ratio (non-GAAP) $ 554,554 $ 501,600 $ 497,709 $ 501,294 $ 510,580 $ $ $ $ 827 6,340 665 546,722 664,625 10,617 239,545 609 (1,111) $ $ 1,223 2,685 1,732 495,960 628,441 11,124 202,108 5,499 (1,145) $ $ 1,338 4,919 4,354 487,098 596,728 13,221 191,050 712 (7,277) 1,028 5,420 3,762 491,084 578,908 14,751 192,758 3,347 — $ $ 3,050 5,588 11,075 490,867 563,768 15,497 177,042 2,024 — $ 915,289 $ 837,319 $ 807,564 $ 783,070 $ 754,283 59.73% 59.23% 60.32% 62.71% 65.08% 26 The following table summarizes daily average balances, interest and average yields, and net interest margin on a fully tax-equivalent basis: Years ended December 31, 2015 2014 2013 Average Balance Interest Average Yields Average Balance Interest Average Yields Average Balance Interest Average Yields (Dollars in thousands) Assets Interest-earning assets: Loans and leases $14,746,168 $ 554,632 3.76% $13,275,340 $ 513,705 3.87% $12,235,821 $ 490,985 4.01% Securities (1) Federal Home Loan and Federal Reserve Bank stock Interest-bearing deposits Loans held for sale 6,846,297 207,675 3.04 6,446,799 210,721 3.28 6,268,889 204,287 3.28 188,631 107,569 41,101 6,479 281 1,590 3.43 0.26 3.87 168,036 4,719 24,376 22,642 63 857 2.81 0.26 3.78 158,233 3,437 21,800 63,870 84 2,068 2.17 0.39 3.24 Total interest-earning assets 21,929,766 $ 770,657 3.52% 19,937,193 $ 730,065 3.67% 18,748,613 $ 700,861 3.74% Non-interest-earning assets Total assets 1,673,793 $23,603,559 1,523,768 $21,460,961 1,514,052 $20,262,665 Liabilities and equity Interest-bearing liabilities: Demand deposits $ 3,564,751 $ — —% $ 3,216,777 $ — —% $ 2,939,324 $ — —% Savings, checking, & money market deposits Time deposits Total deposits Securities sold under agreements to repurchase and other borrowings 11,846,049 21,472 2,138,778 24,559 17,549,578 46,031 0.18 1.15 0.26 9,863,703 17,800 2,280,668 26,362 15,361,148 44,162 0.18 1.16 0.29 9,511,386 2,357,321 14,808,031 18,376 28,206 46,582 0.19 1.20 0.31 1,144,963 16,861 1.47 1,353,308 19,388 1.43 1,228,002 20,800 1.69 Federal Home Loan Bank advances 2,084,496 22,858 Long-term debt Total borrowings 226,292 9,665 3,455,751 49,384 1.10 4.27 1.43 2,038,749 16,909 252,368 10,041 3,644,425 46,338 0.83 3.98 1.27 1,652,471 16,229 233,850 7,301 3,114,323 44,330 0.98 3.12 1.42 Total interest-bearing liabilities 21,005,329 $ 95,415 0.45% 19,005,573 $ 90,500 0.48% 17,922,354 $ 90,912 0.51% Non-interest-bearing liabilities 209,333 Total liabilities 21,214,662 Preferred stock Common shareholders' equity Webster Financial Corporation shareholders' equity 134,682 2,254,215 2,388,897 Total liabilities and equity $23,603,559 165,689 19,171,262 151,649 2,138,050 2,289,699 $21,460,961 190,438 18,112,792 151,649 1,998,224 2,149,873 $20,262,665 Tax-equivalent net interest income Less: tax equivalent adjustments Net interest income Net interest margin 675,242 (10,617) $ 664,625 639,565 (11,124) $ 628,441 609,949 (13,221) $ 596,728 3.08% 3.21% 3.26% (1) Daily average balances and yields of securities available for sale are based upon historical amortized cost. 27 Net interest income is the difference between interest income on earning assets, such as loans and securities, and interest expense on liabilities, such as deposits and borrowings, which are used to fund those assets. Net interest income is the Company's largest source of revenue, representing 73.5% of total revenue for the year ended December 31, 2015. Net interest margin is the ratio of tax-equivalent net interest income to average earning assets for the period. Net interest income and net interest margin are impacted by the level of interest rates secured, mix of assets earning and liabilities paying those interest rates, and the volume of interest-earning assets and interest-bearing liabilities. These conditions are influenced by changes in economic conditions that impact interest rate policy, competitive conditions that impact loan and deposit pricing strategies, as well as the extent of interest ceded to non-performing assets. Webster manages the risk of changes in interest rates on net interest income and net interest margin through its Asset/Liability Committee ("ALCO") and through related interest rate risk monitoring and management policies. Four main tools are used for managing interest rate risk: (i) the size and duration and credit risk of the investment portfolio; (ii) the size and duration of the wholesale funding portfolio; (iii) off-balance sheet interest rate contracts; and (iv) the pricing and structure of loans and deposits. ALCO meets at least monthly to make decisions on the investment and funding portfolios based on the economic outlook, its interest rate expectations, the portfolio risk position, and other factors. See the “Asset/Liability Management and Market Risk” section for further discussion of Webster’s interest rate risk position. Market interest rates remained at historically low levels during the periods covered by this report. However, the federal funds rate target range, which had been at 0-0.25% since December 16, 2008, was increased to 0.25-0.5% by the Federal Reserve, effective December 16, 2015. Comparison of 2015 to 2014 Financial Performance Net income of $206.3 million for the year ended December 31, 2015 increased 3.3% over the year ended December 31, 2014, largely due to record high levels of loan growth offsetting margin pressure, increased fee income; primarily due to acquired HSA accounts, and continued expense discipline. Income before income tax expense was $300.3 million for the year ended December 31, 2015, an increase of $8.6 million from $291.7 million for the year ended December 31, 2014. The primary factors positively impacting income before income tax expense include: • interest income increased $41.1 million; and • deposit service fees increased $33.1 million. The primary factors negatively impacting income before income tax expense include: • non-interest expense increased $53.0 million; and • provision for loan and lease losses increased $12.1 million. The impact of the items outlined above, coupled with the effect from income taxes of $94.0 million and $92.0 million for the years ended December 31, 2015 and 2014, respectively, resulted in net income of $206.3 million and diluted earnings per share of $2.15 for the year ended December 31, 2015 compared to net income of $199.7 million and diluted earnings per share of $2.08 for the year ended December 31, 2014. Expense discipline, coupled with net interest and fee income growth maintained an operating efficiency below 60%. The efficiency ratio, a non-GAAP financial measure which quantifies the cost expended to generate a dollar of revenue was 59.73% for 2015 and 59.23% for 2014. Credit quality improved as demonstrated by the decline in asset quality ratios. Net charge-offs as a percentage of average loans and leases was 0.23% for both the year ended December 31, 2015 and 2014. Non-performing assets as a percentage of loans, leases, and other real estate owned decreased to 0.93% at December 31, 2015 from 0.98% at December 31, 2014, driven by loan growth exceeding a slight increase in non-performing assets. 28 Net Interest Income Net interest income totaled $664.6 million for the year ended December 31, 2015 compared to $628.4 million for the year ended December 31, 2014, an increase of $36.2 million. Net interest income increased primarily due to an increase in average interest- earning assets, substantially strong loan and lease growth of 12.7%, partially offset by an overall decline in reinvestment spreads on earning assets, most notably securities. Average interest-earning assets during 2015 increased $2.0 billion compared to 2014. The average yield on interest-earning assets decreased 15 basis points to 3.52% during 2015 from 3.67% during 2014. The average yield on interest-earning assets is primarily impacted by changes in market interest rates as well as changes in the volume and relative mix of interest-earning assets. Average interest-bearing liabilities during 2015 increased $2.0 billion compared to 2014, primarily from health savings accounts, while the average cost of interest-bearing liabilities decreased 3 basis points to 0.45% during 2015 compared to 0.48% during 2014. Net interest margin decreased 13 basis points to 3.08% for the year ended December 31, 2015 from 3.21% for the year ended December 31, 2014. The decrease in net interest margin is due primarily to reinvestment at reduced spreads on loans and leases and securities, somewhat offset by a rise in lower cost deposits. The following table presents the components of the change in net interest income attributable to changes in rate and volume, and reflects net interest income on a fully tax-equivalent basis: (In thousands) Change in interest on interest-earning assets: Loans and leases Loans held for sale Investments (2) Total interest income Change in interest on interest-bearing liabilities: Deposits Borrowings Total interest expense Change in tax-equivalent net interest income Years ended December 31, 2015 vs. 2014 Increase (decrease) due to Rate (1) Volume Total $ $ $ $ $ (19,489) 151 (16,403) (35,741) (2,691) 6,263 3,572 (39,313) $ $ $ $ $ 60,416 583 15,334 76,333 4,560 (3,217) 1,343 74,990 $ $ $ $ $ 40,927 734 (1,069) 40,592 1,869 3,046 4,915 35,677 (1) The change attributable to mix, a combined impact of rate and volume, is included with the change due to rate. (2) Investments include: Securities; Federal Home Loan and Federal Reserve Bank stock; and Interest-bearing deposits. Average loans and leases increased $1.5 billion during the year ended December 31, 2015 as compared to the year ended December 31, 2014. The loan and lease portfolio comprised 67.2% of the average interest-earning assets at December 31, 2015 as compared to 66.6% of the average interest-earning assets at December 31, 2014. The loan and lease portfolio yield decreased 11 basis points to 3.76% for the year ended December 31, 2015, compared to the loan and lease portfolio yield of 3.87% for the year ended December 31, 2014. The decrease in the yield on average loans and leases is due to the repayment of higher yielding loans and leases coupled with the addition of lower yielding loans and leases in the current low interest rate environment. Average investments increased $503.3 million during the year ended December 31, 2015 as compared to the year ended December 31, 2014. The investments portfolio comprised 32.6% of the average interest-earning assets at December 31, 2015 as compared to 33.3% of the average interest-earnings assets at December 31, 2014. The investments portfolio yield decreased 25 basis points to 3.00% for the year ended December 31, 2015 compared to the investments portfolio yield of 3.25% for the year ended December 31, 2014. The decrease in the yield on securities is due to lower market rates on purchases made during 2015. Average deposits increased $2.2 billion during the year ended December 31, 2015 compared to the year ended December 31, 2014. The increase comprised of $348.0 million in non-interest-bearing deposits and $1.8 billion in interest-bearing deposits. The increase in interest-bearing deposits, and an improved product mix to low-cost deposits was primarily a result of $1.4 billion in acquired health savings account deposits. The average cost of deposits decreased 3 basis points to 0.26% for the year ended December 31, 2015 from 0.29% for the year ended December 31, 2014. The decrease in the average cost of deposits is the result of product mix, the maturity of higher costing certificates of deposit, and pricing on certain deposit products. 29 Average borrowings decreased $188.7 million during the year ended December 31, 2015 compared to the year ended December 31, 2014. Cash received as part of the health savings account acquisition was utilized to pay down certain short-term FHLB advances. Average securities sold under agreements to repurchase and other borrowings decreased $208.3 million, and average FHLB advances increased $45.7 million. The $26.1 million decrease in average long-term debt is due to the issuance of $150 million aggregate principal amount of senior notes in February 2014, ahead of a prior issuance that matured in April 2014. The average cost of borrowings increased 16 basis points to 1.43% for the year ended December 31, 2015 from 1.27% for the year ended December 31, 2014. The increase in average cost of borrowings is a result of the pay down of short-term lower cost FHLB borrowings and subsequent additional borrowings at higher rates. Cash flow hedges impacted the average cost of borrowings as follows: (In thousands) Interest rate swaps on repurchase agreements Interest rate swaps on FHLB advances Interest rate swaps on senior fixed-rate notes Interest rate swaps on brokered CDs and deposits Net increase to interest expense on borrowings Provision for Loan and Lease Losses Years ended December 31, 2015 1,442 8,272 306 632 10,652 $ $ 2014 2,224 6,043 267 151 8,685 $ $ Management performs a quarterly review of the loan and lease portfolio to determine the adequacy of the allowance for loan and lease losses. At December 31, 2015, the allowance for loan and lease losses totaled $175.0 million, or 1.12% of total loans and leases, compared to $159.3 million, or 1.15% of total loans and leases, at December 31, 2014. Several factors are considered when determining the level of the allowance for loan and lease losses, including loan growth, portfolio composition, portfolio risk profile, credit performance, changes in the levels of non-performing loans and leases and changes in the economic environment. These factors, coupled with current and projected net charge-offs, impact the required level of the provision for loan and lease losses. For the year ended December 31, 2015, total net charge-offs were $33.6 million compared to $30.6 million for the year ended December 31, 2014. The provision for loan and lease losses totaled $49.3 million for the year ended December 31, 2015, an increase of $12.1 million compared to the year ended December 31, 2014. The increase in provision for loan and lease losses was due primarily to the increase in loan balances and increase in specific reserves on impaired loans, partially offset with improved credit quality. See the “Allowance for Loan and Lease Losses Methodology” section for further details. 30 Non-Interest Income (Dollars in thousands) Deposit service fees Loan and lease related fees Wealth and investment services Mortgage banking activities Increase in cash surrender value of life insurance policies Gain on sale of investment securities, net Impairment loss on securities recognized in earnings Other income Total non-interest income Years ended December 31, Increase (decrease) 2015 2014 Amount $ 136,578 $ 103,431 $ 33,147 25,594 32,486 7,795 13,020 609 (110) 23,573 23,212 34,946 4,070 13,178 5,499 (1,145) 18,917 2,382 (2,460) 3,725 (158) (4,890) (1,035) 4,656 Percent 32.0% 10.3 (7.0) 91.5 (1.2) (88.9) (90.4) 24.6 $ 239,545 $ 202,108 $ 37,437 18.5% Total non-interest income was $239.5 million for the year ended December 31, 2015, an increase of $37.4 million from the year ended December 31, 2014. The increase is attributable to higher deposit service fees, other income, mortgage banking activities, loan and lease related fees and a decrease in impairment loss on securities, partially offset by lower net gain on sale of investment securities and wealth and investment services. Deposit service fees totaled for $136.6 million 2015 compared to $103.4 million for 2014. The increase was a result of increased checking account service charges and check card interchange income due primarily to the acquired health savings accounts and new account growth. Other income totaled $23.6 million for 2015 compared to $18.9 million for 2014. The increase was primarily due to alternative investment income, estimated interest on refundable income taxes, credit card fees, and client swap activity, partially offset by lower death benefit proceeds from bank owned life insurance. Mortgage banking activities totaled $7.8 million for 2015 compared to $4.1 million for 2014. The increase was due to higher settlement volume and gain on sale rate driven by lower interest rates in 2015. Loan and lease related fees totaled $25.6 million for 2015 compared to $23.2 million for 2014. The increase was primarily due to increased syndication activity, unused line fees, and loan servicing fees. Impairment loss on securities recognized in earnings totaled $0.1 million for 2015 compared to $1.1 million for 2014. The decrease was due to lower impairment losses recognized on collateralized loan obligation securities. Net gain on investment securities totaled $0.6 million for 2015 compared to $5.5 million for 2014. The prior year’s amount included gains from the sale of non-Volcker Rule compliant pooled trust preferred securities. Wealth and investment services totaled $32.5 million for 2015 compared to $34.9 million for 2014. The decrease was primarily due to an adverse impact on sales production driven by market volatility, and lower revenue as a result of lower assets under administration values. 31 Non-Interest Expense (Dollars in thousands) Compensation and benefits Occupancy Technology and equipment Intangible assets amortization Marketing Professional and outside services Deposit insurance Other expense Total non-interest expense Years ended December 31, Increase (decrease) 2015 2014 Amount $ 297,517 $ 270,151 $ 27,366 48,836 80,026 6,340 16,053 11,156 24,042 70,584 47,325 61,993 2,685 15,379 8,296 22,670 73,101 1,511 18,033 3,655 674 2,860 1,372 (2,517) $ 554,554 $ 501,600 $ 52,954 Percent 10.1% 3.2 29.1 136.1 4.4 34.5 6.1 (3.4) 10.6% Total non-interest expense was $554.6 million for the year ended December 31, 2015, an increase of $53.0 million from the year ended December 31, 2014. The increase for the year ended December 31, 2015 is primarily attributable to higher compensation and benefits, technology and equipment, professional and outside services, occupancy, intangible assets amortization, and deposit insurance expenses, partially offset by a reduction in other expenses. Compensation and benefits totaled $297.5 million for 2015 compared to $270.2 million for 2014. The increase was primarily driven by base compensation and temporary help to support HSA Bank’s account growth, incentives and commissions, and larger group medical claims. Technology and equipment totaled $80.0 million for 2015 compared to $62.0 million for 2014. The increase was due to transitional service costs related to the HSA acquisition and implementation costs associated with a new HSA technology platform. Professional and outside services totaled $11.2 million for 2015 compared to $8.3 million for 2014. The increase was primarily due to information technology consulting services. Occupancy costs totaled $48.8 million for 2015 compared to $47.3 million for 2014. The increase was primarily due to the addition of HSA Bank’s facility in Milwaukee, WI, and additional snow removal costs. Intangible assets amortization totaled $6.3 million for 2015 compared to $2.7 million for 2014. The increase was due to intangibles acquired as part of the health savings accounts acquisition. Deposit Insurance totaled $24.0 million for 2015 compared to $22.7 million for 2014. The increase was primarily due to growth in assets. Other expense totaled $70.6 million for 2015 compared to $73.1 million for 2014. The decrease was due to a favorable adjustment to the unfunded reserve related to the refinement of estimates and a recovery of previous years deposit insurance expense. Income Taxes Webster recognized income tax expense of $94.0 million in 2015 and $92.0 million in 2014, and the effective tax rates were 31.3% and 31.5%, respectively. The decrease in the effective rate principally reflects a $4.4 million net deferred tax benefit recognized in 2015, partially offset by the effects of increased state and local tax expense in 2015. The $4.4 million net deferred tax benefit was part of a $5.8 million reduction in the Company’s beginning-of-year valuation allowance on its state and local deferred tax assets, due to a change in their estimated realizability. This change is expected to result in increased deferred expense in future years, including $2.0 million in 2016, or about 0.6% in effective-rate terms. For additional information on Webster's income taxes, including its deferred tax assets and uncertain tax positions, see Note 8: Income Taxes in the Notes to Consolidated Financial Statements contained elsewhere in this report. 32 Comparison of 2014 and 2013 Financial Performance The Company achieved a record level of net income available to common shareholders of $189.2 million for the year ended December 31, 2014. The Company's operating efficiency continued to improve as evidenced by a decrease of 106 basis points in the efficiency ratio, record high levels of low cost deposits, continued total loan growth, steady improvement in credit quality, and continued strong capital ratios. Income before income tax expense was $291.7 million for the year ended December 31, 2014, an increase of $35.1 million from $256.6 million for the year ended December 31, 2013. The primary factors positively impacting income before tax expense include: • interest income increased $31.3 million; • impairment losses on securities decreased by $6.1 million; • net gain on sale of investment securities increased $4.8 million; • deposit service fees increased $4.5 million; • loan and lease related fees increased $1.4 million; • interest expense decreased $0.4 million; and • wealth and investment service fees increased $0.2 million. The primary factors negatively impacting income before income tax expense include: • income from mortgage banking activities decreased $12.3 million; • non-interest expense increased $3.9 million; and • provision for loan and lease losses increased $3.8 million. The impact of the items outlined above, and the effect from income taxes of $92.0 million and $77.1 million, and preferred stock dividends of $10.6 million and $10.8 million for the years ended December 31, 2014 and 2013, respectively, resulted in net income available to common shareholders of $189.2 million for the year ended December 31, 2014 compared to $168.7 million for the year ended December 31, 2013. Diluted net income available to common shareholders was $2.08 and $1.86 per share for the years ended December 31, 2014 and 2013, respectively. Net interest income increased $31.7 million to $628.4 million for the year ended December 31, 2014. Average total interest-earning assets increased by $1.2 billion, while the average yield decreased by 7 basis points in 2014 compared to 2013. Average total interest-bearing liabilities increased $1.1 billion, while the average cost decreased by 3 basis points in 2014 compared to 2013. Credit quality improved as evidenced by improvement in asset quality ratios. Net charge-offs as a percentage of average loans and leases decreased to 0.23% for the year ended December 31, 2014 from 0.47% for the year ended December 31, 2013, and non-performing assets as a percentage of loans, leases and other real estate owned decreased to 1.00% at December 31, 2014 from 1.35% at December 31, 2013. The continued improvement in credit quality in 2014 resulted in a reduction in total past due and non-accrual loans at December 31, 2014 compared to December 31, 2013. Net Interest Income Net interest income totaled $628. 4 million for the year ended December 31, 2014 compared to $596.7 million for the year ended December 31, 2013, an increase of $31.7 million. Net interest income increased primarily due to an increase in average interest- earning assets, partially offset by an overall decline in reinvestment spreads on earning assets. Average interest-earning assets during the year ended December 31, 2014 increased $1.2 billion compared to the year ended December 31, 2013. The average yield on interest-earning assets decreased 7 basis points to 3.67% for the year ended December 31, 2014 from 3.74% for the year ended December 31, 2013. The average yield on interest-earning assets is primarily impacted by changes in market interest rates as well as changes in the volume and relative mix of interest-earning assets. The net interest margin decreased 5 basis points to 3.21% during the year ended December 31, 2014 from 3.26% for the year ended December 31, 2013. The decrease in net interest margin is due primarily to reinvestment of interest-earning assets at reduced spreads, partially offset by less premium amortization on mortgage-backed securities. Market interest rates remained at historically low levels during the periods reported. 33 The following table presents the components of the change in net interest income attributable to changes in rate and volume, and reflects net interest income on a fully tax-equivalent basis: (In thousands) Change in interest on interest-earning assets: Loans and leases Loans held for sale Investments (2) Total interest income Change in interest on interest-bearing liabilities: Deposits Borrowings Total interest expense Change in tax-equivalent net interest income Years ended December 31, 2014 vs. 2013 Increase (decrease) due to Rate (1) Volume Total $ $ $ $ $ (21,748) $ 113 (2,214) (23,849) $ (3,396) $ (2,473) (5,869) $ (17,980) $ 44,469 $ (1,325) 9,909 53,053 $ 976 $ 4,481 5,457 $ 47,596 $ 22,721 (1,212) 7,695 29,204 (2,420) 2,008 (412) 29,616 (1) The change attributable to mix, a combined impact of rate and volume, is included with the change due to Rate. (2) Investments include: Securities; Federal Home Loan and Federal Reserve Bank stock; and Interest-bearing deposits. Average loans and leases increased $1.0 billion during the year ended December 31, 2014 as compared to the year ended December 31, 2013. The loan and lease portfolio comprised 66.6% of the average interest-earning assets at December 31, 2014 as compared to 65.3% of the average interest-earning assets at December 31, 2013. The loan and lease portfolio yield decreased 14 basis points to 3.87% for the year ended December 31, 2014, compared to the loan and lease portfolio yield of 4.01% for the year ended December 31, 2013. The decrease in the yield on average loans and leases is due to the repayment of higher yielding loans and leases and the addition of lower yielding loans and leases in the current low interest rate environment. Average investments increased $190.3 million during the year ended December 31, 2014 as compared to the year ended December 31, 2013. The investments portfolio comprised 33.3% of the average interest-earning assets at December 31, 2014 as compared to 34.4% of the average interest-earnings assets at December 31, 2013. The investments portfolio yield increased 7 basis points to 3.11% for the year ended December 31, 2014 compared to the investments portfolio yield of 3.04% for the year ended December 31, 2013. The yield on average investments increased primarily due to larger FHLB holdings, paying an increased dividend rate. Average total deposits increased $553.1 million during the year ended December 31, 2014 compared to the year ended December 31, 2013. The increase is due to a $277.4 million increase in non-interest-bearing deposits and an increase of $275.7 million in interest-bearing deposits. The average cost of deposits decreased 2 basis points to 0.29% for the year ended December 31, 2014 from 0.31% for the year ended December 31, 2013. The decrease in the average cost of deposits is the result of improved pricing on certain deposit products and product mix, as the proportion of higher costing certificates of deposit to total interest-bearing deposits decreased to 18.8% for the year ended December 31, 2014 from 19.9% for the year ended December 31, 2013. Average total borrowings increased $530.1 million during the year ended December 31, 2014 compared to the year ended December 31, 2013. Borrowings increased as growth in loans and securities exceeded the growth in deposits and operating cash flows. Average securities sold under agreements to repurchase and other borrowings increased $125.3 million, and average FHLB advances increased $386.3 million. The $18.5 million increase in average long-term debt is due to the issuance of $150 million aggregate principal amount of senior notes in February 2014, ahead of a prior issuance that matured in April 2014. The average cost of borrowings decreased 15 basis points to 1.27% for the year ended December 31, 2014 from 1.42% for the year ended December 31, 2013. The decrease in average cost of borrowings is a result of a larger percentage of total borrowings for securities sold under agreements to repurchase and FHLB advances at lower rates. Cash flow hedges impacted the average cost of borrowings as follows: (In thousands) Interest rate swaps on repurchase agreements Interest rate swaps on FHLB advances Interest rate swaps on senior fixed-rate notes Interest rate swaps on brokered CDs and deposits Interest rate swaps on junior subordinated debt Net increase to interest expense on borrowings 34 Years ended December 31, 2014 2013 2,224 6,043 267 151 — 8,685 $ $ 3,319 6,454 — — (3) 9,770 $ $ Provision for Loan and Lease Losses Management performs a quarterly review of the loan and lease portfolio to determine the adequacy of the allowance for loan and lease losses. At December 31, 2014, the allowance for loan and lease losses totaled $159.3 million, or 1.15% of total loans and leases, compared to $152.6 million, or 1.20% of total loans and leases, at December 31, 2013. Several factors are considered when determining the level of the allowance for loan and lease losses, including loan growth, portfolio composition, portfolio risk profile, credit performance, changes in the levels of non-performing loans and leases and changes in the economic environment. These factors, coupled with net charge-offs during the period, impact the required level of the provision for loan and lease losses. For the year ended December 31, 2014, total net charge-offs were $30.6 million compared to $58.1 million for the year ended December 31, 2013. The provision for loan and lease losses was $37.3 million for the year ended December 31, 2014 an increase of $3.8 million compared to the year ended December 31, 2013. The increase in provision for loan and lease losses was due primarily to the increase in loan balances, partially offset by improved credit quality. Non-Interest Income (Dollars in thousands) Deposit service fees Loan and lease related fees Wealth and investment services Mortgage banking activities Increase in cash surrender value of life insurance policies Gain on sale of investment securities, net Impairment loss on securities recognized in earnings Other income Total non-interest income Years ended December 31, Increase (decrease) 2014 2013 Amount Percent $ 103,431 $ 98,968 $ 23,212 34,946 4,070 13,178 5,499 (1,145) 18,917 21,860 34,771 16,359 13,770 712 (7,277) 11,887 4,463 1,352 175 (12,229) (592) 4,787 6,132 7,030 4.5% 6.2 0.5 (75.1) (4.3) 672.3 (84.3) 59.1 $ 202,108 $ 191,050 $ 11,058 5.8% Total non-interest income was $202.1 million for the year ended December 31, 2014, an increase of $11.1 million from the year ended December 31, 2013. The increase is primarily attributable to an increase in other income, a lower impairment loss on securities, an increased gain on sale of securities, and increased deposit service fees due to account growth primarily at the Company's HSA Bank division, offset by a decrease in mortgage banking activities. Other income increased $7.0 million, or 59.1%, due to increased commercial customer interest rate derivative activity, a private equity fund distribution, gain from bank owned life insurance policies, and miscellaneous rebate income. The decrease in impairment loss on securities recognized in earnings of $6.1 million, or 84.3%, is due to the requirement to divest certain collateralized loan obligation ("CLO") and collateralized debt obligation ("CDO") securities that were subject to the Volcker Rule. The required divestiture situation resulted in the full write-down of unrealized market losses of certain CLO and CDO securities to market value in December 2013. The additional impairment loss recognized in 2014 represents the continued write- down of market losses related to the CLO securities as required until the conformance date in July 2017. Net gain on sale of investment securities increased $4.8 million primarily due to the sale of four non Volcker Rule compliant pooled trust preferred positions during the year. Deposit service fees increased $4.5 million, or 4.5%, due to volume driven debit card interchange revenue and checking account services charges from the Company's HSA Bank division, cash management fees, and ATM and other account surcharges, offset by a reduction in NSF charges. The decrease in mortgage banking activities of $12.3 million, or 75.1%, is due to increased residential mortgage loan interest rates resulting in lower refinancing volumes. Originations of loans held for sale were $297.0 million for the year ended December 31, 2014 compared to $687.1 million for the year ended December 31, 2013. 35 Non-Interest Expense (Dollars in thousands) Compensation and benefits Occupancy Technology and equipment Intangible assets amortization Marketing Professional and outside services Deposit insurance Other expense Total non-interest expense Years ended December 31, Increase (decrease) 2014 2013 Amount Percent $ 270,151 $ 264,835 $ 5,316 2.0% 47,325 61,993 2,685 15,379 8,296 22,670 73,101 48,794 60,326 4,919 15,502 9,532 21,114 72,687 (1,469) 1,667 (2,234) (123) (1,236) 1,556 414 $ 501,600 $ 497,709 $ 3,891 (3.0) 2.8 (45.4) (0.8) (13.0) 7.4 0.6 0.8% Total non-interest expense was $501.6 million for the year ended December 31, 2014, an increase of $3.9 million from the year ended December 31, 2013. The increase for the year ended December 31, 2014 is primarily attributable to higher compensation and benefits, technology and equipment expense, and deposit insurance, offset by lower intangible asset amortization, occupancy, and professional and outside services. Compensation and benefits increased $5.3 million, or 2.0%, due to additional staffing within the commercial, business banking, HSA Bank, and compliance areas, an increase in incentive related expense, and annual merit increases, offset by lower expenses in pension, stock based compensation, and 401(k) match. Technology and equipment expense increased $1.7 million, or 2.8%, primarily due to infrastructure investments at the Company's HSA Bank division. Deposit insurance increased $1.6 million, or 7.4%, due primarily to an increase in overall assets and the addition of high risk weighted assets. Intangible assets amortization decreased $2.2 million, or 45.4%, due to the completion of core deposit intangibles amortization related a 2004 acquisition. Occupancy costs decreased $1.5 million, or 3.0%, due to lower depreciation on buildings and leasehold improvements and lower occupancy related maintenance costs. Professional and outside services decreased $1.2 million, or 13.0%, due to lower consulting costs. Income Taxes Webster recognized income tax expense of $92.0 million in 2014 and $77.1 million in 2013. The effective tax rates were 31.5% and 30.1%, respectively. The increase in the effective rate principally reflects the effects of the increased pre-tax income in 2014, the $1.7 million benefit recognized in 2013 to correct the immaterial errors in prior periods, decreased benefits from tax-exempt interest income in 2014, and increased state tax expense in 2014 which also included a $2.0 million benefit recognized in the first quarter. 36 Segment Results Beginning in January of 2015, Webster’s operations are divided into four reportable segments that represent its core businesses – Commercial Banking, Community Banking, HSA Bank, and Private Banking. Community Banking includes the operating segments of Webster's Personal Banking and Business Banking. With the acquisition of a health savings account business in early 2015, the reported revenue of the HSA Bank segment grew in excess of 10% of the combined revenue of all operating segments. As a result, beginning in the first quarter of 2015. we began reporting the HSA Bank and Private Banking segments separately. These segments reflect how executive management responsibilities are assigned by the chief operating decision maker for each of the core businesses, the products and services provided, the type of customer served, and reflects how discrete financial information is currently evaluated. The Company’s Treasury unit and consumer liquidating portfolio are included in the Corporate and Reconciling category along with the amounts required to reconcile profitability metrics to GAAP reported amounts. The 2014 and 2013 segment results have been adjusted for comparability to the 2015 segment presentation. The following tables present net income, selected balance sheet information, and assets under administration/management for Webster’s reportable segments for the periods presented: (In thousands) Commercial Banking Community Banking HSA Bank Private Banking Corporate and Reconciling Net income Years ended December 31, 2015 105,639 77,652 39,173 (511) (15,613) 206,340 $ $ 2014 109,548 73,720 18,164 (504) (1,202) 199,726 $ $ 2013 91,347 74,534 17,385 (722) (3,088) 179,456 $ $ The increased net loss in the Corporate and Reconciling category for the year ended December 31, 2015, is primarily attributable to an increase in asset sensitivity and the impact of lower long term interest rates. (In thousands) Total assets Total loans and leases Total deposits Commercial Banking Community Banking At December 31, 2015 Private Banking HSA Bank Corporate and Reconciling Consolidated Total $ 7,505,513 $ 8,441,950 $ 95,815 $ 493,571 $ 8,140,971 $ 24,677,820 7,509,453 7,592,553 54 3,073,276 10,449,231 3,802,313 490,112 228,497 79,563 399,461 15,671,735 17,952,778 Total assets under administration/management — 2,762,759 692,306 1,726,385 — 5,181,450 (In thousands) Total assets Total loans and leases Total deposits Commercial Banking Community Banking At December 31, 2014 Private Banking HSA Bank Corporate and Reconciling Consolidated Total $ 6,550,868 $ 8,123,928 $ 26,680 $ 398,893 $ 7,432,803 $ 22,533,172 6,559,020 6,853,115 166 3,203,344 10,103,698 1,824,799 395,667 211,298 92,057 308,466 13,900,025 15,651,605 Total assets under administration/management — 2,754,775 746,983 1,676,961 — 5,178,719 (In thousands) Total assets Total loans and leases Total deposits Commercial Banking Community Banking At December 31, 2013 Private Banking HSA Bank Corporate and Reconciling Consolidated Total $ 5,682,129 $ 7,738,597 $ 19,524 $ 346,338 $ 7,066,557 $ 20,853,145 5,628,303 6,622,747 141 2,948,072 10,014,509 1,533,310 343,682 206,035 104,903 152,494 12,699,776 14,854,420 Total assets under administration/management — 2,534,819 571,824 1,980,413 — 5,087,056 37 Commercial Banking The Commercial Banking segment includes middle market, asset-based lending, commercial real estate, equipment finance, and treasury and payment solutions, which includes government and institutional banking. Webster Bank’s Commercial Banking group takes a relationship approach to providing lending, deposit, and cash management services to middle market companies predominately within its franchise territory. Additionally, it serves as a referral source to Private Banking and Community Banking. Specifically, Webster deploys local decision making through Regional Presidents and capitalizes on the expertise of its Relationship Managers to offer a compelling value proposition to customers and prospects. Webster has successfully deployed this model throughout its footprint. The Middle Market expansion into Philadelphia in 2015 has been successful, attracting and developing critical market-facing talent and generating new profitable relationships. Commercial Banking Results: (In thousands) Net interest income Provision (benefit) for loan and lease losses Net interest income after provision Non-interest income Non-interest expense Income before income taxes Income tax expense Net income (In thousands) Total assets Total loans and leases Total deposits $ $ Years ended December 31, 2014 238,186 13,088 225,098 37,270 102,374 159,994 50,446 109,548 $ $ 2015 255,845 30,160 225,685 37,784 109,718 153,751 48,112 105,639 2013 217,582 17,971 199,611 30,797 99,801 130,607 39,260 91,347 $ $ 2015 $ 7,505,513 7,509,453 3,073,276 At December 31, 2014 $ 6,550,868 6,559,020 3,203,344 2013 $ 5,682,129 5,628,303 2,948,072 Net income decreased $3.9 million in 2015 compared to 2014. Net interest income increased $17.7 million in 2015 compared to 2014. The increase is primarily due to greater loan and deposit volumes and lower cost of funds. The provision for loan and lease losses increased $17.1 million in 2015 compared to 2014. The increase is primarily due to year over year loan and lease growth of $0.9 billion. Management believes the reserve level is adequate to cover inherent losses in the Commercial Banking portfolio at December 31, 2015. Non-interest income increased $0.5 million in 2015 compared to 2014. The increase is primarily due to fees generated from loan related activities. Non-interest expense increased $7.3 million in 2015 compared to 2014. The increase is primarily due to costs related to strategic new hires, FDIC insurance and investments in technology. Net income increased $18.2 million in 2014 compared to 2013. Net interest income increased $20.6 million in 2014 compared to 2013. The increase is primarily due to greater loan and deposit volumes, greater deferred loan fees, and the continuing lower cost of funds. The provision for loan and lease losses decreased $4.9 million in 2014 compared to 2013. The decline is due in part to Commercial Banking realizing continued improvement in asset quality, including declines in charge-offs in the portfolio as of December 31, 2014. Non-interest income increased $6.5 million in 2014 compared to 2013, primarily due to fees generated from loan related activities and interest rate derivative products. Non-interest expense increased $2.6 million in 2014 compared to 2013. The increase is primarily related to strategic new hires. Total loans were $7.5 billion, $6.6 billion, and $5.6 billion at December 31, 2015, 2014, and 2013, respectively. Loans increased $950.4 million for the year ended December 31, 2015 compared to the year ended December 31, 2014, due to continued growth in new originations. Loans increased $930.7 million for the year ended December 31, 2014 compared to the year ended December 31, 2013, primarily due to new originations. Loan originations were $3.0 billion, $2.9 billion and $2.4 billion in 2015, 2014 and 2013, respectively. The increase of $96.5 million in originations for the year ended December 31, 2015 is due to continued expansion of Commercial Banking activities across all business lines within the segment. Total deposits were $3.1 billion, $3.2 billion, and $2.9 billion at December 31, 2015, 2014, and 2013, respectively. Deposits decreased $130.1 million for the year ended December 31, 2015 compared to the year ended December 31, 2014. Deposits increased $255.3 million for the year ended December 31, 2014 compared to the year ended December 31, 2013. The decrease in 2015 is due to large, short-term deposits received in the fourth quarter of 2014 that exited the bank in 2015. The increase in 2014 is a result of new business development and operating funds maintained for cash management services. 38 Community Banking Community Banking serves consumer and business banking customers primarily throughout southern New England and into Westchester County, New York. This segment is comprised of the following: Personal Banking, Business Banking, and a distribution network consisting of 163 banking centers and 316 ATMs, a customer care center, telephone banking, and a full range of web and mobile-based banking services. Personal Banking includes the following consumer products: deposit and fee-based services, residential mortgages, home equity lines/loans, unsecured consumer loans, and credit cards. In addition, Webster Investment Services ("WIS') offers investment and securities-related services, including brokerage and investment advice through a strategic partnership with LPL Financial (“LPL”). Webster has employees who are LPL registered representatives located throughout its branch network, offering customers investment products, including stocks and bonds, mutual funds, annuities, and managed accounts. Brokerage and online investing services are available for customers. Business Banking offers credit, deposit, and cash flow management products to businesses and professional service firms with annual revenues of up to $20 million. This unit works to build full customer relationships through business bankers and business certified banking center managers supported by a team of customer care center bankers and industry and product specialists. In December, 2015, the Company negotiated an agreement with Citigroup Inc. to assume 17 banking center leases located in the greater Boston market and to purchase the related leasehold improvements. At December 31, 2015, the Company had finalized, with the lessors, the terms of 16 of the 17 leases. The transaction which closed in 2016, did not include the purchase of loans or deposits, significantly increases the Community Banking presence in the Boston market. There was no impact to the Company's financial statements in 2015. Community Banking Results: (In thousands) Net interest income Provision for loan and lease losses Net interest income after provision Non-interest income Non-interest expense Income before income taxes Income tax expense Net income (In thousands) Total assets Total loans Total deposits $ $ Years ended December 31, 2014 354,781 26,345 328,436 103,543 324,312 107,667 33,947 73,720 $ $ 2015 354,709 19,603 335,106 108,604 330,692 113,018 35,366 77,652 2013 347,395 19,219 328,176 116,182 337,795 106,563 32,029 74,534 $ $ 2015 $ 8,441,950 7,592,553 10,449,231 At December 31, 2014 $ 8,123,928 6,853,115 10,103,698 2013 $ 7,738,597 6,622,747 10,014,509 Total assets under administration 2,762,759 2,754,775 2,534,819 Net income increased $3.9 million in 2015 compared to 2014. Net interest income was flat in 2015 compared to 2014 as benefits of increased loan and deposit growth were offset by the effects of a persistent low interest rate environment. The provision for loan and lease losses decreased by $6.7 million, driven by lower charge-offs and improved asset quality. Management believes the reserve level is adequate to cover inherent losses in the Community Banking portfolio. Non-interest income increased $5.1 million in 2015 compared to 2014, primarily due to an increase in gains on the sale of mortgage loans and growth in fees associated with credit and debit cards. Non-interest expense increased $6.4 million in 2015 compared to 2014. The increase is due to increased compensation and benefits, marketing expenses and increased snow removal costs which were partially offset by a decrease in amortization expense of intangible assets. 39 Net income was flat in 2014 compared to 2013. Net interest income increased $7.4 million in 2014 compared to 2013 driven by increases in loan and deposit balances and wider deposit spreads. The provision for loan and lease losses increased $7.1 million in 2014 compared to 2013 due to loan growth and an increase in specific reserves on impaired loans, partially offset by improving asset quality and loss rate improvement. Non-interest income decreased $12.6 million in 2014 compared to 2013, primarily due to a $12.3 million decline in gains from the sales of mortgage loans resulting from lower transaction volumes. Other fee revenues were essentially flat, as increases in investment services and debit card revenue were offset by a reduction in NSF charges. Non- interest expense decreased $13.5 million in 2014 compared to 2013. The decrease is reflective of the improvement in costs related to debit card processing, loan workout, variable compensation, and shared services. Compensation was down modestly, as continued reductions in Banking Center staffing were offset by an increase in Universal Bankers, Business Bankers and WIS financial consultants. Total loans were $7.6 billion at December 31, 2015 and $6.9 billion at December 31, 2014 and $6.6 billion in 2013. Loans increased $739.4 million for the year ended December 31, 2015 compared to the year ended December 31, 2014, due to growth in residential mortgages, business banking loans and unsecured personal loans. Loans increased $230.4 million for the year ended December 31, 2014 compared to the year ended December 31, 2013. The net increase was due to $92.4 million of growth in the Business Banking portfolio, with the remainder driven by growth in residential mortgages, home equity lines, and personal loans. Loan originations were $2.4 billion, $1.7 billion and $2.2 billion for the years ended 2015, 2014 and 2013, respectively. The increase of $739.4 million in originations for the year ended December 31, 2015 is due to increases in residential mortgage originations driven by growth in correspondent channels and increased refinancing activity in the market associated with refinances tied to low interest rates and a strong spring home purchase season. Total deposits were $10.4 billion, $10.1 billion, and $10.0 billion, for the years ended December 31, 2015, 2014, and 2013, respectively. Deposits increased $345.5 million for the year ended December 31, 2015 compared to the year ended December 31, 2014, due to growth in business and personal transaction account balances which was partially offset by a decrease in certificate deposit balances. Deposits increased $89.2 million for the year ended December 31, 2014 compared to the year ended December 31, 2013 due to continued growth in both business and consumer transaction deposit balances. At December 31, 2015 and 2014, Webster Investment Services had $2.8 billion of assets under administration in its strategic partnership with LPL compared to $2.5 billion at December 31, 2013. These assets are not included in the balance sheet information amounts. LPL, is a broker dealer registered with the Securities and Exchange Commission, a registered investment advisor under federal and applicable state laws, a member of the Financial Industry Regulatory Authority (“FINRA”), and a member of the Securities Investor Protection Corporation (“SIPC”). Community Banking finished the year by announcing plans to open 17 new banking centers in former Citibank locations in greater Boston in January 2016. The agreement involved leases, all of which include renewal options, and fixtures, but did not include deposit accounts or loans. The transaction will result in an immediate increase in Community Banking operating expenses in the first quarter of 2016. Revenue growth is expected to accelerate over the coming quarters as new deposit and lending relationships are developed. The transaction is expected to be modestly dilutive to earnings per share in 2016, break-even in 2017 and accretive thereafter. 40 HSA Bank HSA Bank, a division of Webster Bank, offers health savings accounts, health reimbursement accounts, flexible spending accounts, and other financial solutions for healthcare. These solutions are used in conjunction with high deductible health plans and are offered through employers or directly to consumers and are distributed nationwide directly, and through multiple partnerships. On January 13, 2015, Webster Bank completed its acquisition of JPMorgan Chase Bank, N.A.'s health savings account business. The acquisition of approximately 829,000 accounts, including $1.4 billion in deposits, and $185.0 million in assets under administration which are not included in the balance sheet information amounts, solidifies the HSA Bank division as a leading administrator and depository of health savings accounts with more than 1.7 million accounts and more than $4.5 billion in footings at December 31, 2015. HSA Bank Results: (In thousands) Net interest income Provision for loan and lease losses Net interest income after provision Non-interest income Non-interest expense Income before income taxes Income tax expense Net income (In thousands) Total assets Total deposits $ $ $ $ $ Years ended December 31, 2014 38,822 — 38,822 28,553 40,900 26,475 8,311 18,164 $ $ 2015 73,433 — 73,433 64,243 80,662 57,014 17,841 39,173 2015 95,815 3,802,313 At December 31, 2015 2014 26,680 1,824,799 $ $ 2013 32,807 — 32,807 21,963 29,962 24,808 7,423 17,385 2013 19,524 1,533,310 Total assets under administration 692,306 746,983 571,824 Net income increased $21.0 million in 2015 compared to 2014. Net interest income increased $34.6 million in 2015 compared to 2014. The increase was due to HSA Bank's deposit balance growth, account growth, pricing initiatives, and the positive impact of the acquisition. Cost of deposits declined 6 basis points. The shift in cost is primarily due to the JPM acquisition. Non-interest income increased $35.7 million for the year ended December 31, 2015, from the comparable period in 2014. The increase in non- interest income is due to the growth in service fees, and interchange income related to HSA Bank's customer accounts. Non-interest expense increased $39.8 million for the year ended December 31, 2015 from the comparable period in 2014, primarily due to an increase in processing costs to support the organic growth and the acquired health savings accounts. Third party servicing costs to service the JPM portfolio were $12.9 million for the year. Net income increased $0.8 million in 2014 compared to 2013. Net interest income increased $6.0 million in 2014 compared to 2013. The increase was due to HSA Bank's deposit balance growth and account growth. Non-interest income increased $6.6 million for the year ended December 31, 2015, from the comparable period in 2014. The increase in non-interest income is due to the growth in service fees related to HSA Bank's deposits. Non-interest expense increased $10.9 million for the year ended December 31, 2015 from the comparable period in 2014, primarily due to an increase in processing costs to support the organic growth in deposits. Total deposits increased $2.0 billion at December 31, 2015 compared to December 31, 2014. Of the $2.0 billion, $1.4 billion was attributable to the acquired balances, and $577.5 million was attributable to the deposit growth for the year ended December 31, 2015. Additionally, HSA Bank had $692.3 million in assets under administration through linked brokerage accounts at December 31, 2015 compared to $747.0 million at December 31, 2014. The $54.7 million decline in linked brokerage balances is driven primarily by two events; a custodial only relationship exited in August 2015, reducing linked brokerage accounts by $385.4 million, offset by continued organic growth and the health savings account acquisition in January 2015 that added $185.0 million in linked brokerage accounts. 41 HSA Bank experienced a 108% increase in deposit balances and a 154% increase in accounts from the prior year. This growth was primarily driven by the JPM acquisition and increased penetration into larger employer groups and direct relationships with health insurance carriers. In support of this focus, HSA Bank completed a platform upgrade in 2014 and added new products, such as health reimbursement accounts, flexible spending accounts, and commuter benefits, and capabilities such as mobile banking, bill pay and multi-purse cards. Branding and positioning were refreshed to reflect new capabilities, and resources were added to focus on the new products for insurance carriers and large employers. In 2016, HSA Bank will focus on the integration and conversion of the newly acquired portfolio and continued advancement of initiatives to optimize distribution channels and drive future revenue growth. Private Banking Private Banking provides local, full relationship banking that serves high net worth clients, not-for-profit organizations, and business clients for asset management, trust, loan, and deposit products and financial planning services. The segment is focused on generating revenues from fees earned on clients’ assets under management and administration. The majority of the client relationships include lending and/or deposit accounts, which also generate significant revenues through net interest income; along with ancillary fee and interest rate derivative revenues. Private Banking Results: (In thousands) Net interest income Provision for loan and lease losses Net interest income after provision Non-interest income Non-interest expense Loss before income taxes Income tax benefit Net loss (In thousands) Total assets Total loans Total deposits $ $ $ Years ended December 31, 2014 2015 10,240 386 9,854 9,183 19,781 (744) (233) (511) $ $ 8,877 765 8,112 9,843 18,691 (736) (232) (504) $ $ 2015 493,571 490,112 228,497 $ At December 31, 2015 2014 398,893 395,667 211,298 $ 2013 8,185 397 7,788 10,963 19,783 (1,032) (310) (722) 2013 346,338 343,682 206,035 Total assets under administration/management 1,726,385 1,676,961 1,980,413 Net losses increased $7.0 thousand in 2015 compared to 2014. Net interest income increased $1.4 million in 2015 compared to 2014. The increase was due to Private Banking's $94.4 million growth in loan balances compared to the same period in 2014. Non-interest income decreased $0.7 million for the year ended December 31, 2015 from the comparable period in 2014. The decrease in non-interest income is due to the full-year impact of reduced fee revenue from net assets under management outflows in 2014. In 2015, net positive assets under management inflows were offset by a net decline in assets under management valuations resulting from volatile market performance, primarily in the second half of the year. Non-interest expense increased $1.1 million for the year ended December 31, 2015 from the comparable period in 2014, primarily due to: an increased investment in marketing; consulting related to enhancing investment management systems; occupancy expenses related to the physical move of the wealth advisory business; and, expenses in support of the increased level of loan production in 2015. Net losses decreased $0.2 million in 2014 compared to 2013. Net interest income increased $0.7 million in 2014 compared to 2013. The increase was due to Private Banking's $52.0 million growth in loan balances compared to the same period in 2013. Non-interest income decreased $1.1 million in 2014 compared to 2013 The decrease was primarily due to the disposition of non- strategic portfolio assets in the third quarter of 2013 and revenue reductions tied to outflow of assets under management related to a strategic shift in the Private Banking investment model in 2014. Non-interest expense decreased $1.1 million in 2014 compared to 2013 due to the disposition of non-strategic portfolio assets in the third quarter of 2013 and lower expense associated with staff vacancies in 2014. Private Banking total loans were $490.1 million, $395.7 million and $343.7 million at December 31, 2015, 2014, and 2013, respectively. Loans increased $94.4 million for the year ended December 31, 2015, as loan originations and advances outpaced principal paydowns. Loan originations were $183.1 million, $103.4 million and $156.2 million for the years ended 2015, 2014 and 2013, respectively. The increase of $79.7 million in originations for the year ended December 31, 2015 is due to continued 42 favorable residential mortgage interest rates and increased production of non-residential loans, facilitated by a more streamlined process for approving and processing loans to high net worth customers. Private Banking had approximately $1.5 billion in assets under management at December 31, 2015 and December 31, 2014 and $1.8 billion at December 31, 2013, and $276.1 million, $214.7 million and $228.4 million in assets under administration at December 31, 2015, December 31, 2014 and December 31, 2013, respectively. Private Bank assets under management and assets under administration include assets attributable to, Webster Financial Corporation's subsidiary, Webster Wealth Advisers, and managed or administered under contractual arrangements between advisory personnel of that entity and Commonwealth Financial Network (“Commonwealth”). Such assets were $419.8 million at December 31, 2015, compared to $389.2 million at December 31, 2014 and $371.8 million at December 31, 2013. These assets are not included in the balance sheet information amounts. Commonwealth, a provider of investment and insurance programs for financial institutions, is a broker dealer and investment adviser registered with the Securities and Exchange Commission and a member of the Financial Industry Regulatory Authority (“FINRA”) and the Securities Investor Protection Corporation (“SIPC”). The Private Bank continued to build momentum on the basis of its fully transformed business model. During 2015, Private Bank loans grew 23.9%, deposits increased by 8.1% and assets under management and administration increased by 2.9%. 2015 saw the launch of Private Bank’s Strategic Investment Advisory Service, an offering expected to grow assets under administration and related fee revenue. The Private Bank also initiated the strategic buildout of its presence in the Massachusetts and Rhode Island markets with the hire of highly experienced local market professionals. Financial Condition Webster had total assets of $24.7 billion at December 31, 2015 compared to $22.5 billion at December 31, 2014, an increase of $2.1 billion, or 9.5%. Webster’s loan-to-deposit ratio was 87.3% at December 31, 2015 compared to 88.8% at December 31, 2014. Net loans and leases were $15.5 billion at December 31, 2015, an increase of $1.8 billion compared to $13.7 billion, at December 31, 2014. The allowance for loan and lease losses was $175.0 million at December 31, 2015, an increase of $15.7 million compared to $159.3 million, at December 31, 2014. These increases were driven by strong loan origination activity. Total deposits of $18.0 billion at December 31, 2015 increased $2.3 billion compared to $15.7 billion at December 31, 2014. Non- interest-bearing deposits increased 3.2%, and interest-bearing deposits increased 18.1% during the year ended December 31, 2015 due to the Company’s HSA acquisition. At December 31, 2015, total shareholders' equity was $2.4 billion compared to $2.3 billion at December 31, 2014, an increase of $92.8 million or, 4.0%. Changes in shareholders' equity for the year ended December 31, 2015 consisted of an increase of $206.3 million for net income offset by a decrease of $21.8 million for other comprehensive loss, $81.2 million for dividends to common shareholders, $8.7 million for dividends paid to preferred shareholders, and $17.8 million of treasury stock at cost. On April 20, 2015, the quarterly cash dividend to common shareholders increased to $0.23 per common share, from $0.20 per common share. See the "Selected Financial Highlights" section contained elsewhere in this item and Note 13: Regulatory Matters in the Notes to Consolidated Financial Statements contained elsewhere in this report for information on Webster’s regulatory capital levels and ratios. Investment Securities Portfolio Webster Bank's investment securities portfolio is managed within regulatory guidelines and corporate policy, which include limitations on aspects such as concentrations in and types of investments as well as minimum risk ratings per type of security. The Office of the Comptroller of the Currency may establish additional individual limits on a certain type of investment if the concentration in such investment presents a safety and soundness concern. The holding company also may hold investment securities directly. Webster Bank maintains, through the Corporate Treasury Unit of the Company, an investment securities portfolio that is primarily structured to provide a source of liquidity for operating needs, to generate interest income, and as a means to manage interest rate risk. The portfolio is classified into two major categories, available-for-sale and held-to-maturity. The available-for-sale portfolio consists primarily of agency collateralized mortgage obligations ("agency CMO"), agency mortgage-backed securities ("agency MBS"), non-agency commercial mortgage-backed securities ("non-agency CMBS"), and CLOs. The held-to-maturity portfolio consists primarily of agency CMO, agency MBS, agency commercial mortgage-backed securities ("agency CMBS"), municipal bonds, and non-agency CMBS. At December 31, 2015, the Company had no investments in obligations of individual states, counties, or municipalities which exceeded 10% of consolidated shareholders’ equity. 43 The combined carrying value of investment securities totaled $6.9 billion and $6.7 billion at December 31, 2015 and December 31, 2014, respectively. Available-for-sale securities increased by $190.8 million, primarily due to purchases exceeding paydowns, maturities, and sales. Held-to-maturity securities increased by $50.1 million, primarily due to the purchases of agency MBS and agency CMBS exceeding the portfolio paydowns and calls. On a tax-equivalent basis, the yield in the securities portfolio for the years ended December 31, 2015 and 2014 was 3.04% and 3.28%, respectively. The Company held $3.3 billion in investment securities that are in an unrealized loss position at December 31, 2015. Approximately $2.3 billion of this total has been in an unrealized loss position for less than twelve months, while the remainder, $1.0 billion, has been in an unrealized loss position for twelve months or longer. The total unrealized loss was $58.7 million at December 31, 2015. These investment securities were evaluated by management and were determined not to be other-than-temporarily impaired. The Company does not have the intent to sell these investment securities, and it is more likely than not that it will not have to sell these securities before the recovery of their cost basis. To the extent that credit movements and other related factors influence the fair value of investments, the Company may be required to record impairment charges for other-than-temporary impairment ("OTTI") in future periods. For the year ended December 31, 2015, the Company recorded OTTI of $110 thousand on its available-for-sale securities. The amortized cost of available-for-sale securities is net of $3.3 million and $3.7 million of OTTI at December 31, 2015 and December 31, 2014, respectively, related to certain CLO securities that are considered Covered Funds as defined by Section 619 of the Dodd-Frank Act, commonly known as the Volcker Rule. The following table summarizes the amortized cost and fair value of investment securities: 2015 2014 At December 31, Amortized Cost Unrealized Gains Unrealized Losses Fair Value Amortized Cost Unrealized Gains Unrealized Losses Fair Value $ 924 $ — $ — $ $ 525 $ — $ — $ (In thousands) Available-for-sale: U.S. Treasury Bills Agency CMO Agency MBS Agency CMBS Non-agency CMBS CLO Single issuer trust preferred securities Corporate debt securities Equities-financial institutions Securities available-for-sale Held-to-maturity: Agency CMO Agency MBS Agency CMBS Municipal bonds and notes Non-agency CMBS Private Label MBS 546,168 1,075,941 215,670 574,686 431,837 42,168 104,031 3,499 $ 2,994,924 $ $ 407,494 $ 2,030,176 686,086 435,905 360,018 3,373 Securities held-to-maturity $ 3,923,052 $ 543,417 1,030,724 80,400 534,631 426,269 41,981 106,520 3,500 $ 2,767,967 $ $ 442,129 $ 2,134,319 578,687 373,211 338,723 5,886 $ 3,872,955 $ 8,636 10,462 — 18,885 482 (1,065) (12,668) (134) (123) (1,017) 525 550,988 1,028,518 80,266 553,393 425,734 38,245 — 110,301 3,781 2,403 5,903 44,649 $ (18,743) $ 2,793,873 (3,736) — — (739) $ 6,584 $ 57,196 1,597 15,138 9,428 100 447,974 2,180,175 579,141 388,294 347,136 5,986 90,043 $ (14,292) $ 3,948,706 (11,340) (1,143) (55) (1,015) — 5,532 6,459 639 7,485 592 (2,946) (17,291) (959) (2,905) (3,270) 924 548,754 1,065,109 215,350 579,266 429,159 — 2,290 — 37,170 (4,998) 106,321 — 2,578 (921) 22,997 $ (33,290) $ 2,984,631 3,717 $ 38,813 4,253 12,019 5,046 46 409,153 2,049,081 690,014 447,507 362,360 3,419 63,894 $ (25,412) $ 3,961,534 (2,058) $ (19,908) (325) (417) (2,704) — 44 The following table summarizes the amount and weighted-average yield by contractual maturity for debt securities: Within 1 Year 1 - 5 Years 5 - 10 Years After 10 Years Total Amount Weighted Average Yield Amount Weighted Average Yield Amount Weighted Average Yield Amount Weighted Average Yield Amount Weighted Average Yield At December 31, 2015 (Dollars in thousands) Available-for-sale: U.S. Treasury Bills Agency CMO Agency MBS Agency CMBS $ 924 0.22% $ — — — — — — Non-agency CMBS 29,727 2.13 CLO Single issuer trust preferred securities — — — — — — — — — — — — — — — — — —% $ — —% $ — —% $ 924 0.22% 11,072 2.74 — — 118,466 304,195 — — — — 2.36 2.44 — — 537,682 1,065,109 215,350 431,073 124,964 37,170 — 2.53 2.58 2.79 3.96 2.84 2.01 — 548,754 1,065,109 215,350 579,266 429,159 37,170 106,321 2.53 2.58 2.79 3.53 2.56 2.01 3.11 Corporate debt securities 5,009 2.63 101,312 3.14 Securities available-for-sale Held-to-maturity: Agency CMO Agency MBS Agency CMBS Municipal bonds and notes Non-agency CMBS Private Label MBS Securities held-to-maturity Total debt securities $ $ $ $ 35,660 2.15% $ 101,312 3.14% $ 433,733 2.42% $2,411,348 2.83% $2,982,053 2.77% — — — — — 320 5.48 — — — — —% $ — —% $ 11,853 2.98% $ 395,641 2.69% $ 407,494 2.70% 22,651 — 7,917 — 3,373 4.20 — 6.04 — 4.60 25,855 — 11,109 — — 3.93 — 6.66 — — 1,981,670 686,086 416,559 360,018 — 2.73 2.76 5.95 3.30 — 2,030,176 686,086 435,905 360,018 3,373 2.76 2.76 5.96 3.30 4.60 320 5.48% $ 33,941 4.67% $ 48,817 4.32% $3,839,974 3.13% $3,923,052 3.16% 35,980 2.18% $ 135,253 3.53% $ 482,550 2.62% $6,251,322 3.02% $6,905,105 2.99% The benchmark 10-year U.S. Treasury rate increased to 2.27% on December 31, 2015 from 2.17% on December 31, 2014. Webster Bank has the ability to use its investment portfolio, as well as interest-rate derivative financial instruments within internal policy guidelines, to hedge and manage interest rate risk as part of its asset/liability strategy. See Note 15: Derivative Financial Instruments in the Notes to Consolidated Financial Statements contained elsewhere in this report for additional information concerning the use of derivative financial instruments. Alternative Investments The Volcker Rule prohibits investments in private equity funds and other non-marketable investments that are considered Covered Funds. Conformance with the final rule is required by July 21, 2017 for certain non-compliant Covered Funds. Additional extensions are available if the retention of such ownership interest is necessary to fulfill a contractual obligation of the banking entity. The Company does not expect any material impact to the financial statements related to Volcker Rule requirements for its alternative investments. Alternative investments are included in other assets in the Consolidated Balance Sheets with gains and losses related to these holdings included in other non-interest income in the Consolidated Statements of Income. Investments in Private Equity Funds. These funds totaled $10.9 million at December 31, 2015 and $10.2 million at December 31, 2014. The majority of these funds are held at cost based on ownership percentage in the fund, while some are accounted for at fair value using a net asset value. The Company recognized a net gain of $2.7 million and $733 thousand and a net loss of $392 thousand for the years ended December 31, 2015, 2014, and 2013, respectively. Other Non-Marketable Investments. These investments, which include preferred share ownership in non-public equity ventures, totaled $5.5 million and $6.8 million at December 31, 2015 and December 31, 2014 respectively. These investments are held at cost and subject to impairment testing. The Company recognized a net loss of $398 thousand for the year ended December 31, 2015, and a net gain of $110 thousand and $3 thousand for the years ended December 31, 2014 and 2013, respectively. 45 Loans and Leases The following table provides the composition of loans and leases: (Dollars in thousands) Amount % Amount % Amount % Amount % Amount % 2015 2014 2013 2012 2011 At December 31, Residential Consumer: Home equity Liquidating - home equity Other consumer Total consumer Commercial: $ 4,042,960 25.8 $ 3,498,675 25.2 $ 3,353,967 26.5 $ 3,285,945 27.2 $ 3,213,814 28.7 2,360,244 15.1 2,367,402 17.0 2,355,257 18.5 2,448,207 20.4 2,554,879 22.8 79,171 248,830 0.5 1.6 92,056 75,307 0.7 0.5 104,902 60,681 0.8 0.5 121,875 43,672 1.0 0.4 147,553 37,506 1.3 0.3 2,688,245 17.2 2,534,765 18.2 2,520,840 19.8 2,613,754 21.8 2,739,938 24.4 Commercial non-mortgage 3,575,042 22.8 3,098,892 22.3 2,734,025 21.5 2,409,816 20.0 1,939,629 17.3 Asset-based 755,709 4.8 662,615 4.8 560,666 4.4 505,425 4.2 454,078 4.0 Total commercial 4,330,751 27.6 3,761,507 27.1 3,294,691 25.9 2,915,241 24.2 2,393,707 21.3 Commercial real estate: Commercial real estate 3,696,596 23.6 3,326,906 23.9 2,856,110 22.5 2,644,229 22.0 2,274,110 20.3 Commercial construction 300,246 1.9 235,449 1.7 205,397 1.6 142,070 1.2 113,534 0.9 Total commercial real estate 3,996,842 25.5 3,562,355 25.6 3,061,507 24.1 2,786,299 23.2 2,387,644 21.2 Equipment financing Net unamortized premiums Net deferred fees 594,984 7,477 10,476 3.8 — 0.1 532,117 2,580 8,026 3.8 — 0.1 455,434 5,466 7,871 3.6 — 0.1 414,783 6,254 6,420 3.4 0.1 0.1 469,679 8,132 12,490 4.2 0.1 0.1 Total loans and leases $ 15,671,735 100.0 $ 13,900,025 100.0 $ 12,699,776 100.0 $ 12,028,696 100.0 $ 11,225,404 100.0 Total residential loans were $4.0 billion at December 31, 2015, a net increase of $544.3 million from December 31, 2014, primarily the result of originations of $1,097.3 million during the year ended December 31, 2015, partially offset by loan payments. Total consumer loans were $2.7 billion at December 31, 2015, a net increase of $153.5 million from December 31, 2014, primarily the result of originations of $688.5 million during the year ended December 31, 2015, partially offset by loan payments. Total commercial loans were $4.3 billion at December 31, 2015, a net increase of $569.2 million from December 31, 2014. The growth in commercial loans is primarily related to new originations of $1.8 billion in commercial non-mortgage loans for the year ended December 31, 2015, partially offset by loan payments. Asset-based loans increased $93.1 million from December 31, 2014, reflective of $281.6 million in originations and line usage during the year ended December 31, 2015, partially offset by loan payments. Total commercial real estate loans were $4.0 billion at December 31, 2015, a net increase of $434.5 million from December 31, 2014 as a result of originations of $1.1 billion during the year ended December 31, 2015, partially offset by loan payments. Equipment financing loans and leases were $595.0 million at December 31, 2015, a net increase of $62.9 million from December 31, 2014, primarily the result of $236.3 million in originations during the year ended December 31, 2015, partially offset by loan payments. 46 The following table provides contractual maturity and interest-rate sensitivity information for loans and leases: (In thousands) Residential Consumer: Home equity Liquidating - home equity Other consumer Total consumer Commercial: Commercial non-mortgage Asset-based Total commercial Commercial real estate: Commercial real estate Commercial construction Total commercial real estate Equipment financing Total loans and leases (In thousands) Fixed rate Variable rate Total loans and leases Asset Quality At December 31, 2015 Contractual Maturity One Year Or Less More Than One To Five Years More Than Five Years Total $ 1,134 $ 42,185 $ 4,017,682 $ 4,061,001 2,939 — 1,853 4,792 435,313 148,541 583,854 275,696 63,484 339,180 22,106 62,395 3,381 230,326 296,102 2,551,060 601,347 3,152,407 1,343,311 169,670 1,512,981 455,910 2,308,502 2,373,836 76,181 16,983 79,562 249,162 2,401,666 2,702,560 576,411 3,327 579,738 2,073,417 66,071 2,139,488 122,510 3,562,784 753,215 4,315,999 3,692,424 299,225 3,991,649 600,526 $ 951,066 $ 5,459,585 $ 9,261,084 $ 15,671,735 Interest-Rate Sensitivity One Year Or Less More Than One To Five Years More Than Five Years Total $ $ 133,654 817,412 951,066 $ 1,053,934 $ 3,829,349 $ 5,016,937 4,405,651 5,431,735 10,654,798 $ 5,459,585 $ 9,261,084 $ 15,671,735 Management maintains asset quality within established risk tolerance levels through its underwriting standards, servicing, and management of loans and leases. Non-performing assets, loan and lease delinquency, and credit loss levels are considered to be key measures of asset quality. The following table provides key asset quality ratios: Non-performing loans and leases as a percentage of loans and leases (1) Non-performing assets as a percentage of loans and leases plus OREO (1) Non-performing assets as a percentage of total assets (1) Allowance for loan and lease losses as a percentage of non-performing loans and leases (1) Allowance for loan and lease losses as a percentage of loans and leases Net charge-offs as a percentage of average loans and leases At or for the years ended December 31, 2015 2014 2013 2012 2011 0.89% 0.93% 1.28% 1.61% 1.67% 0.92 0.59 0.98 0.61 1.34 0.82 1.64 0.98 1.71 1.03 125.05 122.62 94.10 91.25 124.47 1.12 0.23 1.15 0.23 1.20 0.47 1.47 0.68 2.08 1.00 Ratio of allowance for loan and lease losses to net charge-offs 5.21x 5.21x 2.63x 2.28x 2.11x (1) U.S. Government guaranteed loans of approximately $2.0 million, $0.8 million, $0.7 million and $0.5 million were reclassified from non-accrual to over 90 days past due and accruing as of December 31, 2014, 2013, 2012 and 2011, respectively, to reflect a policy change effective in the first quarter of 2015 and applied retrospectively. See Note 1: Summary of Significant Accounting Policies in the Notes to Consolidated Financial Statements. 47 Non-performing Assets The following table provides information regarding lending-related non-performing assets: 0.98 3.45 0.31 1.10 1.44 0.41 1.24 1.42 5.96 1.63 1.52 1.67 24,943 5,091 116 30,150 27,884 1,880 29,764 32,197 6,762 38,959 7,154 187,586 163 (Dollars in thousands) Residential (3) Consumer: Home equity Liquidating - home equity Other consumer Total consumer Commercial: 2015 Amount (1) % (2) 2014 Amount (1) % (2) At December 31, 2013 Amount (1) % (2) 2012 Amount (1) % (2) 2011 Amount (1) % (2) $ 54,101 1.34 $ 64,022 1.83 $ 80,589 2.40 $ 94,854 2.89 $ 81,559 2.54 33,414 3,865 558 37,837 1.42 4.88 0.22 1.41 35,490 4,460 280 40,230 1.50 4.84 0.37 1.59 45,434 6,245 139 51,818 1.93 5.95 0.23 2.06 49,402 8,133 135 57,670 2.02 6.67 0.31 2.21 Commercial non-mortgage 27,086 0.76 6,436 0.21 10,933 0.40 17,538 0.73 Asset-based loans Total commercial Commercial real estate: Commercial real estate Commercial construction Total commercial real estate Equipment financing Total non-performing loans and leases (4) Deferred costs and unamortized premiums — — — — — — — — 27,086 0.63 6,436 0.17 10,933 0.33 17,538 0.60 0.45 1.15 0.51 0.12 0.89 16,750 3,461 20,211 706 139,941 128 0.45 1.55 0.52 0.10 0.94 15,016 3,659 18,675 518 129,881 267 0.47 2.06 0.58 0.25 1.28 13,428 4,235 17,663 1,141 162,144 303 0.59 3.58 0.74 0.80 1.62 15,634 5,092 20,726 3,325 194,113 351 Total (4) $ 140,069 $ 130,148 $ 162,447 $ 194,464 $ 187,749 Total non-performing loans and leases (4) $ 139,941 $ 129,881 $ 162,144 $ 194,113 $ 187,586 Foreclosed and repossessed assets: Residential and consumer Commercial 5,029 — Total foreclosed and repossessed assets $ 5,029 $ 3,517 2,999 6,516 4,930 3,752 8,682 $ Total non-performing assets (4) $ 144,970 $ 136,397 $ 170,826 2,659 723 $ 3,382 $ 197,495 2,884 2,084 4,968 $ $ 192,554 (1) Balances by class exclude the impact of net deferred costs and unamortized premiums. (2) Represents the principal balance of non-performing loans and leases as a percentage of the outstanding principal balance within the comparable loan and lease category. The percentage excludes the impact of deferred costs and unamortized premiums. (3) U.S. Government guaranteed loans of approximately $2.0 million, $0.8 million, $0.7 million and $0.5 million were reclassified from non-accrual to over 90 days past due and accruing as of December 31, 2014, 2013, 2012 and 2011, respectively, to reflect a policy change effective in the first quarter of 2015 and applied retrospectively. See Note 1: Summary of Significant Accounting Policies in the Notes to Consolidated Financial Statements. (4) Includes non-accrual restructured loans and leases of $100.9 million, $76.9 million, $103.0 million, $115.6 million and $77.0 million as of December 31, 2015, 2014, 2013, 2012 and 2011, respectively. The following table provides detail of non-performing loan and lease activity: (In thousands) Beginning balance Additions Paydowns/draws Reclassification of Chapter 7 Loans to accrual status Charge-offs post modification Other reductions Ending balance 48 Years ended December 31, 2015 129,881 $ 136,863 (84,219) — (34,363) (8,221) 139,941 $ 2014 162,144 106,525 (81,116) (17,601) (34,000) (6,071) 129,881 $ $ Impaired Loans and Leases Loans are considered impaired when, based on current information and events, it is probable the Company will be unable to collect all amounts due in accordance with the original contractual terms of the loan agreement, including scheduled principal and interest payments. Impairment is evaluated on a pooled basis for smaller-balance loans of a similar nature. Consumer and residential loans for which the borrower has been discharged in Chapter 7 bankruptcy are considered collateral dependent impaired loans at the date of discharge. Commercial, commercial real estate, and equipment financing loans and leases over a specific dollar amount, risk rated substandard or worse, and non-accruing, all troubled debt restructurings and all loans that have had a partial charge-off are evaluated individually for impairment. Impairment may be evaluated at the present value of estimated future cash flows using the original interest rate of the loan or at the fair value of collateral, less estimated selling costs. To the extent that an impaired loan or lease balance is collateral dependent, the Company determines the fair value of the collateral. For residential and consumer collateral dependent loans, a third-party appraisal is obtained upon loan default. Fair value of the collateral for residential and consumer collateral dependent loans is reevaluated every six months, by either a new appraisal or other internal valuation methods. Fair value is also reassessed, with any excess amount charged off, for consumer loans that reach 180 days past due per Federal Financial Institutions Examination Council guidelines. For commercial, commercial real estate, and equipment financing collateral dependent loans and leases, Webster's impairment process requires the Company to determine the fair value of the collateral by obtaining a third-party appraisal or asset valuation, an interim valuation analysis, blue book reference, or other internal methods. Fair value of the collateral for commercial loans is reevaluated quarterly. Whenever the Company has a third-party real estate appraisal performed by independent licensed appraisers, a licensed in-house appraisal officer or qualified reviewer reviews these appraisals for compliance with the Financial Institutions Reform Recovery and Enforcement Act and the Uniform Standards of Professional Appraisal Practice. A fair value shortfall is recorded as an impairment reserve against the allowance for loan and lease losses. Subsequent to an appraisal or other fair value estimate, should reliable information come to management's attention that the value has declined further, additional impairment may be recorded to reflect the particular situation, thereby increasing the allowance for loan and lease losses. Any impaired loan for which no specific valuation allowance was necessary at December 31, 2015 and December 31, 2014 is the result of either sufficient cash flow or sufficient collateral coverage of the book balance. At December 31, 2015, there were 1,764 impaired loans and leases with a recorded investment balance of $279.2 million, which included loans and leases of $183.9 million with an impairment allowance of $22.2 million, compared to 1,828 impaired loans and leases with a recorded investment balance of $330.9 million, which included loans and leases of $217.8 million, with an impairment allowance of $25.3 million at December 31, 2014. Troubled Debt Restructurings ("TDRs") A modified loan is considered a TDR when two conditions are met: (i) the borrower is experiencing financial difficulties; and (ii) the modification constitutes a concession. Modified terms are dependent upon the financial position and needs of the individual borrower. The Company considers all aspects of the restructuring in determining whether a concession has been granted, including the debtor's ability to access market rate funds. In general, a concession exists when the modified terms of the loan are more attractive to the borrower than standard market terms. The most common types of modifications include covenant modifications, forbearance, and/or other concessions. If the modification agreement is violated, the loan is reevaluated to determine if it should be handled by the Company’s Restructuring and Recovery group for resolution, which may result in foreclosure. Loans for which the borrower has been discharged under Chapter 7 bankruptcy are considered collateral dependent TDRs and thus, impaired at the date of discharge and charged down to the fair value of collateral less cost to sell. The Company’s policy is to place consumer loan TDRs, except those that were performing prior to TDR status, on non-accrual status for a minimum period of 6 months. Commercial TDRs are evaluated on a case-by-case basis for determination of whether or not to place them on non-accrual status. Loans qualify for return to accrual status once they have demonstrated performance with the restructured terms of the loan agreement for a minimum of 6 months. Initially, all TDRs are reported as impaired. Generally, TDRs are classified as impaired loans and reported as TDRs for the remaining life of the loan. Impaired and TDR classification may be removed if the borrower demonstrates compliance with the modified terms for a minimum of 6 months and through one fiscal year-end, and the restructuring agreement specifies a market rate of interest equal to that which would be provided to a borrower with similar credit at the time of restructuring. In the limited circumstance that a loan is removed from TDR classification, it is the Company’s policy to continue to base its measure of loan impairment on the contractual terms specified by the loan agreement. 49 The following tables provide information for TDRs: (In thousands) Residential Consumer Commercial 2015 Amount % (1) 3.31 $ 134,448 1.79 48,425 1.01 89,817 Total recorded investment of TDRs(2) $ 272,690 1.74 2014 Amount % (1) 4.05 $ 141,982 1.97 50,249 1.61 126,563 2.29 $ 318,794 At December 31, 2013 Amount % (1) 4.24 $ 142,413 2.05 52,092 2.15 146,428 2.68 $ 340,933 2012 Amount % (1) 4.45 $ 146,479 2.08 54,675 3.30 201,488 3.35 $ 402,642 2011 Amount % (1) 4.19 $ 134,844 1.32 36,503 5.17 271,430 3.94 $ 442,777 (1) Represents the balance of TDRs as a percentage of the outstanding balance within the comparable loan and lease category. The percentage includes the impact of deferred costs and unamortized premiums. (2) Total recorded investment of TDRs excludes accrued interest receivable of $1.1 million, $1.4 million, $1.0 million, $1.5 million and $1.5 million as of December 31, 2015, 2014, 2013, 2012 and 2011, respectively. The following tables provide information for TDRs: (In thousands) Beginning balance Additions Paydowns/draws on existing TDRs, net Charge-offs post modification Transfers to OREO Ending balance (In thousands) Accrual status Non-accrual status Total recorded investment of TDRs Accruing TDRs performing under modified terms more than one year Specific reserves for TDRs included in the balance of allowance for loan and lease losses Additional funds committed to borrowers in TDR status Years ended December 31, 2015 318,794 44,787 (76,615) (11,785) (2,491) 272,690 2014 340,933 37,802 (44,231) (13,456) (2,254) 318,794 $ $ At December 31, 2015 171,784 100,906 272,690 55.0% 21,405 1,133 $ $ $ 2014 241,855 76,939 318,794 67.5% 23,785 552 $ $ $ $ $ See Note 4: Loans and Leases in the Notes to Consolidated Financial Statements contained elsewhere in this report for a discussion of the amount of modified loans, modified loan characteristics, and Webster’s evaluation of the success of its modification efforts. 50 Delinquent loans and leases The following table provides information regarding loans and leases past due 30 days or more and accruing income: (Dollars in thousands) Residential Consumer: Home equity Liquidating - home equity Other consumer Commercial: 2015 Amount (1) % (2) 0.37 $ 15,032 2014 Amount (1) % (2) 0.49 $ 17,216 At December 31, 2013 Amount (1) % (2) 0.55 $ 18,285 2012 Amount (1) % (2) 0.77 $ 25,182 2011 Amount (1) % (2) 0.76 $ 24,361 12,225 1,036 2,000 0.52 1.31 0.80 14,757 1,658 1,110 0.62 1.80 1.47 18,290 1,806 636 0.78 1.72 1.05 24,344 3,588 516 0.99 2.94 1.18 20,394 4,538 453 0.80 3.08 1.21 Commercial non-mortgage 4,052 0.11 2,099 0.07 4,100 0.15 2,769 0.11 4,619 0.24 Commercial real estate: Commercial real estate Equipment financing Loans and leases past due 30-89 days Residential (3) Commercial non-mortgage Commercial real estate Commercial construction Loans and leases past due 90 days and accruing Total loans and leases over 30 days delinquent Deferred costs and unamortized premiums 2,250 602 37,197 2,029 0.06 0.10 0.24 0.05 22 — — — — — 2,714 701 40,255 2,039 0.08 0.13 0.29 0.06 48 — — — — — 4,897 362 48,376 781 4,269 232 0.17 0.08 0.38 0.02 0.16 0.01 14,710 1,926 73,035 686 346 891 0.56 0.46 0.61 0.02 0.01 0.03 — — — — 1,766 4,800 60,931 493 161 428 135 0.08 1.02 0.54 0.02 0.01 0.02 0.12 2,051 0.01 2,087 0.02 5,282 0.04 1,923 0.02 1,217 0.01 39,248 0.25 42,342 0.30 53,658 0.42 74,958 0.62 62,148 0.55 86 96 189 214 194 Total (4) $ 39,334 $ 42,438 $ 53,847 $ 75,172 $ 62,342 (1) Past due loan and lease balances exclude non-accrual loans and leases. (2) Represents the principal balance of past due loans and leases as a percentage of the outstanding principal balance within the comparable loan and lease category. The percentage excludes the impact of deferred costs and unamortized premiums. (3) U.S. Government guaranteed loans of approximately $2.0 million, $0.8 million, $0.7 million and $0.5 million were reclassified from non-accrual to over 90 days past due and accruing as of December 31, 2014, 2013, 2012 and 2011, respectively, to reflect a policy change effective in the first quarter of 2015 and applied retrospectively. See Note 1: Summary of Significant Accounting Policies in the Notes to the Consolidated Financial Statements. (4) Loans and leases 30 days or more days past due and accruing exclude $0.6 million, $0.5 million, $0.7 million, $0.9 million and $0.7 million of accrued interest receivable as of December 31, 2015, 2014, 2013, 2012 and 2011, respectively. Allowance for Loan and Lease Losses Methodology The allowance for loan and lease losses ("ALLL") is maintained at a level deemed sufficient by management to cover probable losses inherent within the loan and lease portfolios. Executive management reviews and advises on the adequacy of these reserves. The ALLL policy is considered a critical accounting policy. The quarterly process for estimating probable losses is based on predictive models, the current risk profile of loan portfolios, and other relevant factors. Management's judgment and assumptions influence loss estimates and ALLL balances. Management considers factors such as the nature and volume of portfolio growth, national and regional economic conditions and trends, and other internal performance metrics, and how each of these factors is expected to impact near term loss trends. While actual future conditions and realized losses may vary significantly from assumptions, management believes the ALLL is adequate as of December 31, 2015. 51 Webster’s methodology for assessing an appropriate level of the ALLL includes three key elements: (i) Impaired loans and leases are either analyzed on an individual or pooled basis and assessed for specific reserves based on collateral, cash flow, and probability of re-default specific to each loan or lease; (ii) Loans and leases with similar risk characteristics are segmented into homogeneous pools and modeled using quantitative methods. The commercial portfolio loss estimate is based on the expected loss methodology - specifically, probability of default and loss given default. Changes in risk ratings and other risk factors, for both performing and non-performing loans and leases, will affect the calculation of the allowance. Residential and consumer portfolio loss estimates are based on roll rate models. Webster Bank considers other quantitative contributing factors for risks impacting the performance of loan portfolios that are not explicitly included in the quantitative models and may adjust loss estimates based on these factors. Contributing factors may include, but are not limited to, collateral values, unemployment, and other changes in economic activity, and internal performance metrics; and (iii) Webster Bank also considers qualitative factors that are not explicitly factored into the quantitative models but that can have an incremental or regressive impact on losses incurred in the current loan and lease portfolio. Examples include staffing levels, credit concentrations, and macro-economic trends. The quantitative and qualitative contributing factors are consistent with interagency regulatory guidance. Webster Bank has credit policies and procedures in place designed to support loan growth within an acceptable level of risk. Management reviews and approves these policies and procedures on a regular basis. To assist management with its review, reports related to loan production, loan quality, concentrations of credit, loan delinquencies, non-performing loans, and potential problem loans are generated by loan reporting systems. Commercial loans are underwritten after evaluating and understanding the borrower’s ability to operate and service its debt. Underwriting standards are designed in support for the promotion of relationships rather than transactional banking. Once it is determined that the borrower’s management possesses sound ethics and solid business acumen, the Company examines current and projected cash flows to determine the ability of the borrower to repay obligations as agreed. Commercial and industrial loans are primarily made based on the identified cash flows of the borrower and secondarily on the underlying collateral provided by the borrower. The cash flows of borrowers; however, may not be as expected, and the collateral securing these loans may fluctuate in value. Most commercial and industrial loans are secured by the assets being financed and may incorporate personal guarantees of the principals. Commercial real estate loans are subject to underwriting standards and processes similar to commercial and industrial loans, in addition to those specific to real estate loans. These loans are viewed primarily as cash flow loans and secondarily as loans secured by real estate. Repayment of these 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. Commercial real estate loans may be adversely affected by conditions in the real estate markets or in the general economy. The Company also utilizes third-party experts to provide insight and guidance about economic conditions and trends affecting its commercial real estate loan portfolio. Commercial construction loans have unique risk characteristics and are provided to experienced developers/sponsors with strong track records of successful completion and sound financial condition and are underwritten utilizing feasibility studies, independent appraisals, sensitivity analysis of absorption and lease rates, and financial analysis of the developers and property owners. Commercial construction loans are generally based upon estimates of costs and value associated with the complete project. These estimates may be subject to change as the construction project proceeds. In addition, these loans often include partial or full completion guarantees. Sources of repayment for these types of loans may be pre-committed permanent loans from approved long-term lenders, sales of developed property, or an interim loan commitment from the Company until permanent financing is obtained. These loans are closely monitored with on-site inspections by third-party professionals and the Company's internal staff. Policies and procedures are in place to manage consumer loan risk and are developed and modified, as needed. Policies and procedures, coupled with relatively small loan amounts, and predominately collateralized structures spread across many individual borrowers, minimize risk. Trend and outlook reports are reviewed by management on a regular basis. Underwriting factors for mortgage and home equity loans include the borrower’s FICO score, the loan amount relative to property value, and the borrower’s debt to income level and are also influenced by regulatory requirements. Additionally, Webster Bank originates both qualified mortgage ("QM") and non-QM loans as defined by the Consumer Financial Protection Bureau rules that went into effect on January 10, 2014, with appropriate policies, procedures, and underwriting guidelines that include ability-to-repay standards. 52 The ALLL methodology for groups of loans collectively evaluated for impairment is comprised of both a quantitative and qualitative analysis. A key assumption in the quantitative component of the reserve is the loss emergence period ("LEP"). The LEP is an estimate of the average amount of time from an event signaling the potential inability of a borrower to continue to pay as agreed to the point at which a loss on that loan is confirmed. In general, the LEP is expected to be shorter in an economic slowdown or recession and longer during times of economic stability or growth as customers are better able to delay loss confirmation after a potential loss event has occurred. In conjunction with the Company's annual review of ALLL assumptions, management has performed an analysis of the LEP for both commercial and consumer loans, using charge-off data, servicing data and behavioral data. The analysis confirmed a 24 month LEP for the home equity, business banking and commercial & industrial loan portfolios, while the LEP for unsecured consumer portfolio was reduced from 18 to 12 months, and the LEP for residential mortgages and for the commercial real estate portfolio were increased from 24 months to 30 months and 36 months, respectively. Another key ALLL assumption is the look back period ("LBP"), which represents the historical period of time over which data is used to estimate loss rates. Commercial loss models continue to use an LBP that goes back to 2007, with the more recent 2011-2015 years weighted more heavily than the 2007-2010 prior years. The updates to the LEP estimate and the LBP estimate, coupled with the update of the qualitative factors, did not have a material impact on the overall ALLL. At December 31, 2015 the ALLL was $175.0 million compared to $159.3 million at December 31, 2014. The increase of $15.7 million in the reserve at December 31, 2015 compared to December 31, 2014 is primarily due to loan growth. The ALLL as a percentage of the total loan and lease portfolio decreased from 1.15% at December 31, 2014 to 1.12% at December 31, 2015, reflecting improved asset quality in most portfolios and particularly in the residential and commercial real estate loan portfolios. The ALLL as a percentage of total non-performing loans and leases increased to 125.05% at December 31, 2015 from 122.62% at December 31, 2014. The following table provides an allocation of the ALLL by portfolio segment: At December 31, (Dollars in thousands) Residential Consumer Commercial Commercial real estate Equipment financing 2015 Amount $ 25,876 42,052 66,686 34,889 5,487 Total ALLL $ 174,990 2014 Amount $ 25,452 43,518 52,114 32,102 6,078 $ 159,264 % (1) 0.64 1.56 1.55 0.87 0.91 1.12 2013 Amount $ 23,027 41,951 51,001 32,408 4,186 $ 152,573 % (1) 0.73 1.71 1.39 0.90 1.13 1.15 2012 Amount $ 32,030 56,995 50,562 33,210 4,332 $ 177,129 % (1) 0.69 1.65 1.55 1.06 0.91 1.20 2011 Amount $ 37,193 72,939 65,295 48,436 9,624 $ 233,487 % (1) 0.97 2.17 1.74 1.19 1.03 1.47 % (1) 1.16 2.64 2.74 2.03 2.03 2.08 (1) Percentage represents allocated allowance for loan and lease losses to total loans and leases within the comparable category. However, the allocation of a portion of the allowance to one category of loans and leases does not preclude its availability to absorb losses in other categories. The ALLL reserve allocated to the residential loan portfolio at December 31, 2015 increased $0.4 million compared to December 31, 2014. The year-over-year increase is attributable to loan growth. The ALLL reserve allocated to the consumer portfolio at December 31, 2015 decreased $1.5 million compared to December 31, 2014. The year-over-year decrease is attributable to lower future expected losses and reduced levels of delinquencies and non- performing loans. The ALLL reserve allocated to the commercial portfolio at December 31, 2015 increased $14.6 million compared to December 31, 2014. The year-over-year increase is attributable to a $566.7 million increase in loans during the year and a $105.3 million increase in commercial loans rated substandard. The ALLL reserve allocated to the commercial real estate portfolio at December 31, 2015 increased $2.8 million compared to December 31, 2014. The year-over-year increase is attributable to loan growth of more than $437.2 million, and to an extension of the loss emergence period (LEP) for this portfolio. These increases were offset partially by a decrease in the reserve for impaired loans. The extended LEP increases expected future losses by forecasting over a longer time horizon. Absent that change, expected loss rates for CRE are lower than they were at December 31, 2014. The ALLL reserve allocated to the equipment financing portfolio at December 31, 2015 decreased $0.6 million compared to December 31, 2014. The decrease is attributed to improving asset quality and lower expected future loses. 53 The following tables provide detail of activity in the ALLL: (In thousands) Beginning balance Provision Charge-offs: Residential Consumer Commercial Commercial real estate Equipment financing Total charge-offs Recoveries: Residential Consumer Commercial Commercial real estate Equipment financing Total recoveries Net charge-offs Ending balance At or for the years ended December 31, 2015 $ 159,264 49,300 2014 $ 152,573 37,250 2013 $ 177,129 33,500 2012 $ 233,487 21,500 2011 $ 321,665 22,500 (6,508) (17,679) (11,522) (7,578) (273) (43,560) (6,214) (20,712) (13,668) (3,237) (595) (44,426) (11,592) (29,037) (19,126) (15,425) (279) (75,459) (12,927) (43,920) (35,793) (9,894) (1,668) (104,202) (11,524) (52,997) (39,933) (22,721) (2,154) (129,329) 875 4,366 2,738 647 1,360 9,986 (33,574) $ 174,990 1,324 5,055 4,369 885 2,234 13,867 (30,559) $ 159,264 1,402 6,185 5,123 1,648 3,045 17,403 (58,056) $ 152,573 803 7,040 6,817 2,210 9,474 26,344 (77,858) $ 177,129 933 5,449 5,276 544 6,449 18,651 (110,678) $ 233,487 Net charge-offs for the years ended December 31, 2015 and 2014 were $33.6 million and $30.6 million, respectively, consisting of $5.6 million and $4.9 million, respectively, in net charges for residential loans, $13.3 million and $15.7 million, respectively, in net charges for consumer loans, $8.8 million and $9.3 million, respectively, in net charges for commercial loans, $6.9 million and $2.4 million, respectively, in net charges for commercial real estate loans, and net recoveries of $1.1 million and $1.6 million, respectively, for equipment financing loans and leases. Net charge-offs increased by $3.0 million during the year ended December 31, 2015 compared to the year ended December 31, 2014. The increase in net charge-off activity reflects higher levels of losses, offset somewhat by lower levels of recoveries, coupled with increased loan balances for the year ended December 31, 2015. The following table provides a summary of total net charge-offs (recoveries) to average loans and leases by category: Residential Consumer Commercial Commercial real estate Equipment financing Total net charge-offs to total average loans and leases Reserve for Unfunded Credit Commitments Years ended December 31, 2015 2014 2013 2012 2011 0.15% 0.51 0.22 0.18 (0.20) 0.23% 0.14% 0.61 0.26 0.07 (0.34) 0.23% 0.31% 0.74 0.55 0.48 (0.67) 0.47% 0.37% 1.37 1.12 0.30 (1.84) 0.68% 0.34% 1.70 1.53 0.99 (0.73) 1.00% The reserve for unfunded credit commitments provides for probable losses inherent with funding the unused portion of legal commitments to lend. The reserve calculation includes factors that are consistent with ALLL methodology for funded loans using the loss given default, probability of default, and a draw down factor applied to the underlying borrower risk and facility grades. The following tables provide detail of activity in the reserve for unfunded credit commitments: (In thousands) Beginning balance (Benefit) provision Ending balance At or for the years ended December 31, 2015 2014 2013 2012 2011 $ $ 5,151 (3,032) 2,119 $ $ 4,384 767 5,151 $ $ 5,662 (1,278) 4,384 $ $ 5,449 213 5,662 $ $ 9,378 (3,929) 5,449 See Note 20: Commitments and Contingencies for information regarding a change in the draw down factor estimation for 2015. 54 Sources of Funds and Liquidity Sources of Funds. The primary source of Webster Bank’s cash flows for use in lending and meeting its general operational needs is deposits. Operating activities, such as loan and mortgage-backed securities repayments, and securities sale proceeds and maturities, also provide cash flows. While scheduled loan and security repayments are a relatively stable source of funds, loan and investment security prepayments and deposit inflows are influenced by prevailing interest rates and local economic conditions and are inherently uncertain. Additional sources of funds are provided by Federal Home Loan Bank advances or other borrowings. Federal Home Loan Bank and Federal Reserve Bank Stock. Webster Bank is a member of the Federal Home Loan Bank System, which consists of twelve district Federal Home Loan Banks, each subject to the supervision and regulation of the Federal Housing Finance Agency. An activity-based FHLB capital stock investment is required in order for Webster Bank to access advances and other extensions of credit for sources of funds and liquidity purposes. The FHLB capital stock investment is restricted in that there is no market for it, and it can only be redeemed by the FHLB. Webster Bank held FHLB capital stock of $137.6 million at December 31, 2015 and $142.6 million at December 31, 2014 for its membership and for outstanding advances and other extensions of credit. Webster Bank received $3.4 million in dividends from the FHLB during 2015. Additionally, Webster Bank is required to hold Federal Reserve Bank of Boston ("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 Board of Governors of the Federal Reserve System. The FRB capital stock investment is restricted in that there is no market for it, and it can only be redeemed by the FRB. At both December 31, 2015 and December 31, 2014, Webster Bank held $50.7 million of FRB capital stock. Webster Bank received $3.0 million in dividends from the FRB during 2015. Deposits. Webster Bank offers a wide variety of deposit products for checking and savings (including: ATM and debit card use; direct deposit; ACH payments; combined statements; mobile banking services; internet-based banking; bank by mail; as well as overdraft protection via line of credit or transfer from another deposit account) designed to meet the transactional, savings, and investment needs for both consumer and business customers throughout 163 banking centers within its primary market area. Webster Bank manages the flow of funds in its deposit accounts and provides a variety of accounts and rates consistent with Federal Deposit Insurance Corporation ("FDIC") regulations. Webster Bank’s Retail Pricing Committee and its Commercial and Institutional Liability Pricing Committee meet regularly to determine pricing and marketing initiatives. Total average deposits increased $2.2 billion, or 14.2%, in 2015 compared to 2014 and increased $553.1 million, or 3.7%, in 2014 compared to 2013. A significant component of the increase was due to acquired JPMorgan Chase health savings accounts. Additionally, there has been steady growth in deposits, most significantly for health savings accounts and non-interest bearing classifications, partially offset by declining money market and time deposits. As a result, the average cost of deposits continues to decline. Daily average balances of deposits by type and weighted-average rates paid thereon for the periods as indicated: (Dollars in thousands) Non-interest-bearing: Demand Interest-bearing: Checking Health savings accounts Money market Savings Time deposits Total interest-bearing Total average deposits Years ended December 31, 2015 2014 2013 Average Balance Average Rate Average Balance Average Rate Average Balance Average Rate $ 3,564,751 $ 3,216,777 $ 2,939,324 2,245,015 3,561,900 2,076,770 3,962,364 2,138,778 13,984,827 17,549,578 $ 0.06% 0.24 0.23 0.18 1.15 0.33 0.26% $ 2,054,318 1,738,368 2,171,469 3,899,548 2,280,668 12,144,371 15,361,148 0.05% 0.30 0.19 0.19 1.16 0.36 0.29% $ 1,873,337 1,454,558 2,341,568 3,841,923 2,357,321 11,868,707 14,808,031 0.05% 0.41 0.20 0.18 1.20 0.39 0.31% Total deposits were $18.0 billion, $15.7 billion, and $14.9 billion at December 31, 2015, 2014, and 2013, respectively, with time deposits with a denomination of $100 thousand or more represented approximately 5.6%, 6.6%, and 5.8%, respectively, of total deposits. For additional information, see Note 2: Acquisition and Note 9: Deposits in the Notes to Consolidated Financial Statements contained elsewhere in this report. 55 The following table presents time deposits with a denomination of $100 thousand or more at December 31, 2015 by maturity periods: (In thousands) Due within 3 months Due after 3 months and within 6 months Due after 6 months and within 12 months Due after 12 months Time deposits with a denomination of $100 thousand or more $ $ 208,597 95,845 111,810 589,323 1,005,575 Borrowings. Utilized as a source of funding for liquidity and interest rate risk management purposes, borrowings primarily consist of FHLB advances and securities sold under agreements to repurchase, whereby securities are delivered to counterparties under an agreement to repurchase the securities at a fixed price in the future. At December 31, 2015 and December 31, 2014, FHLB advances totaled $2.7 billion and $2.9 billion, respectively. Webster Bank had additional borrowing capacity from the FHLB of approximately $1.2 billion and $0.7 billion at December 31, 2015 and December 31, 2014, respectively. Webster Bank also had additional borrowing capacity at the FRB of $0.7 billion at December 31, 2015 and $0.8 billion December 31, 2014. In addition, unpledged securities of $4.0 billion could have been used to increase borrowing capacity by $3.6 billion, at the FHLB, or at the FRB, or alternatively used to collateralize other borrowings such as repurchase agreements, at December 31, 2015. In addition, Webster Bank may utilize term and overnight Fed funds to meet short-term liquidity needs. The Company's long-term debt consists of senior fixed-rate notes maturing in 2024 and junior subordinated notes maturing in 2033. Total borrowed funds were $4.0 billion, $4.3 billion and $3.6 billion, and represented 16.4%, 19.2% and 17.3% of total assets at December 31, 2015, 2014 and 2013, respectively. For additional information, see Note 10: Borrowings in the Notes to Consolidated Financial Statements contained elsewhere in this report. Daily average balances of borrowings by type and weighted-average rates paid thereon for the periods as indicated: (Dollars in thousands) FHLB advances Securities sold under agreements to repurchase Federal funds Long-term debt Total average borrowings Years ended December 31, 2015 Average Balance 2,084,496 842,207 302,756 226,292 3,455,751 $ $ Average Rate 1.10% $ 1.93 0.21 4.27 1.43% $ 2014 Average Balance 2,038,749 966,304 387,004 252,368 3,644,425 Average Rate 0.83% $ 1.93 0.20 3.98 1.27% $ 2013 Average Balance 1,652,471 972,313 255,689 233,850 3,114,323 Average Rate 0.98% 2.09 0.18 3.12 1.42% Total average borrowings decreased $188.7 million, or 5.2%, in 2015 compared to 2014 and increased $530.1 million, or 17.0%, in 2014 compared to 2013. The decrease in 2015 compared to 2014 was primarily due to lower borrowings of securities sold under agreements to repurchase and Federal funds. The increase in 2014 compared to 2013 was primarily due to greater utilization of FHLB advances at lower interest rates. Average borrowings represented 14.6%, 17.0%, and 15.4% of average total assets for December 31, 2015, 2014, and 2013, respectively. The following table sets forth additional information for short-term borrowings: (Dollars in thousands) Securities sold under agreements to repurchase: At end of year Average during year Highest month-end balance during year Federal funds purchased: At end of year Average during year Highest month-end balance during year At or for the years ended December 31, 2015 2014 2013 Amount Rate Amount Rate Amount Rate $ 334,400 325,015 409,756 0.15% $ 409,756 374,935 0.15 459,259 — 0.15% $ 359,662 316,560 0.16 372,922 — 317,000 302,756 479,000 0.39 0.21 — 291,000 387,004 457,000 0.17 0.20 — 322,000 255,689 398,000 0.16% 0.15 — 0.20 0.18 — 56 The following table summarizes contractual obligations to make future payments as of December 31, 2015: (In thousands) Senior notes Junior subordinated debt FHLB advances Securities sold under agreements to repurchase Fed funds purchased Deposits with stated maturity dates Operating leases Purchase obligations Total contractual obligations $ $ Payments Due by Period (1) Total Less than one year 1-3 years 3-5 years 150,000 $ 77,320 2,664,115 834,400 317,000 2,086,154 184,258 183,651 — $ — 2,026,213 434,400 317,000 1,034,275 25,218 48,667 6,496,898 $ 3,885,773 $ 1,216,711 $ — $ — 201,076 400,000 — 494,703 42,138 78,794 — $ — 278,628 — — 557,080 32,788 56,190 924,686 $ After 5 years 150,000 77,320 158,198 — — 96 84,114 — 469,728 (1) Amounts for borrowings do not include interest. Amounts for leases are reflected as specified in the underlying contracts. The Company also has the following obligations which have been excluded from the above table: • unfunded commitments remaining for particular investments in private equity funds of $6.8 million, for which neither the payment timing, nor eventual obligation is certain; • credit related financial instruments with contractual amounts totaling $5.0 billion, of which many of these commitments are expected to expire unused or only partially used, and therefore, the total amount of these commitments does not necessarily reflect future cash payments; and • liabilities for uncertain tax positions totaling $7.6 million, for which uncertainty exists regarding the amount that may ultimately be paid, as well as the timing of any such payment. Liquidity. Webster meets its cash flow requirements at an efficient cost under various operating environments through proactive liquidity management at both the holding company and Webster Bank. Liquidity comes from a variety of cash flow sources such as operating activities, including principal and interest payments on loans and investments, or financing activities, including unpledged securities which can be utilized to secure funding or sold, and new deposits. Webster is committed to maintaining a strong, increasing base of core deposits to support growth in its loan and lease portfolio. Liquidity is reviewed and managed in order to maintain stable, cost effective funding to promote overall balance sheet strength. Holding Company Liquidity. Webster’s primary source of liquidity at the holding company level 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 main uses of liquidity are the payment of principal and interest to holders of senior notes and capital securities, the payment of dividends to preferred and common shareholders, repurchases of Webster’s common stock, and purchases of available- for-sale securities. There are certain restrictions on the payment of dividends by Webster Bank to the holding company, which are described in the “Supervision and Regulation” section of Item 1. At December 31, 2015, there was $335.4 million of retained earnings available for the payment of dividends by Webster Bank to the holding company. Webster Bank paid $110.0 million in dividends to the holding company during the year ended December 31, 2015. Webster periodically repurchases common shares to fund employee compensation plans. In addition, the Company has a common stock repurchase program authorized by the Board of Directors. The Company records the repurchase of shares of common stock at cost based on the settlement date for these transactions. During the year ended December 31, 2015, a total of 496,878 shares of common stock were repurchased at a cost of approximately $17.8 million, of which 146,878 shares were purchased to fund employee compensation plans at a cost of approximately $5.2 million, and 350,000 shares were purchased under the common stock repurchase program at a cost of approximately $12.6 million. At December 31, 2015, there was $26.7 million of remaining repurchase authority under the common stock repurchase program. Webster Bank Liquidity. Webster Bank's primary source of funding is core deposits, consisting of demand, checking, savings, health savings, and money market accounts. The primary use of this funding is for loan portfolio growth. Webster Bank had a loan to total deposit ratio of 87.3% and 88.8% at December 31, 2015 and December 31, 2014, respectively. Webster Bank is required by regulations adopted by the Office of the Comptroller of the Currency ("OCC") to maintain liquidity sufficient to ensure safe and sound operations. Whether liquidity is adequate, as assessed by the OCC, depends on such factors as the overall asset/liability structure, market conditions, competition, and the nature of the institution’s deposit and loan customers. Webster Bank exceeded all regulatory liquidity requirements as of December 31, 2015. Webster has a detailed liquidity contingency plan designed to respond to liquidity concerns in a prompt and comprehensive manner. It is designed to provide early detection of potential problems and details specific actions required to address liquidity stress scenarios. 57 Applicable OCC regulations require Webster Bank, as a commercial bank, to satisfy certain minimum leverage and risk-based capital requirements. As an OCC regulated commercial institution, it is also subject to minimum tangible capital requirements. As of December 31, 2015, Webster Bank was in compliance with all applicable capital requirements and exceeded the FDIC requirements for a “well capitalized” institution. See Note 13: Regulatory Matters in the Notes to Consolidated Financial Statements contained elsewhere in this report for a further discussion of regulatory requirements applicable to Webster and Webster Bank. The liquidity position of the Company is continuously monitored, and adjustments are made to the balance between sources and uses of funds as deemed appropriate. Management is not aware of any events that are reasonably likely to have a material adverse effect on the Company’s liquidity, capital resources, or operations. In addition, management is not aware of any regulatory recommendations regarding liquidity, which, if implemented, would have a material adverse effect on the Company. Off-Balance Sheet Arrangements Webster engages in a variety of financial transactions that, in accordance with GAAP, are not recorded in the financial statements or are recorded in amounts that differ from the notional amounts. Such transactions are utilized in the normal course of business, for general corporate purposes or for customer financing needs. Corporate purpose transactions are structured to manage credit, interest rate, and liquidity risks, or to optimize capital. Customer transactions are structured to manage their funding requirements or facilitate certain trade arrangements. These transactions give rise to, in varying degrees, elements of credit, interest rate, and liquidity risk. For the year ended December 31, 2015, Webster did not engage in any off-balance sheet transactions that would have a material effect on its financial condition. Asset/Liability Management and Market Risk An effective asset/liability management process must balance the risks and rewards from both short and long-term interest rate risks in determining management strategy and action. To facilitate and manage this process, Webster has an ALCO Committee. The primary goal of ALCO is to manage interest rate risk to maximize net income and net economic value over time in changing interest rate environments subject to Board approved risk limits. The Board sets limits for earnings at risk for parallel ramps in interest rates over twelve months of plus and minus 100 and 200 basis points. Economic value or “equity at risk” limits are set for parallel shocks in interest rates of plus and minus 100 and 200 basis points. Based on the historic lows in short-term interest rates as of December 31, 2015 and 2014, the declining interest rate scenarios for both the earnings at risk for parallel ramps and the equity at risk for parallel shocks have been temporarily suspended per ALCO policy. ALCO also regularly reviews earnings at risk scenarios for non-parallel changes in rates, as well as longer-term earnings at risk for up to four years in the future. Management measures interest rate risk using simulation analysis to calculate earnings and equity at risk. These risk measures are quantified using simulation software from one of the leading firms in the field of asset/liability modeling. Key assumptions relate to the behavior of interest rates and spreads, prepayment speeds, and the run-off of deposits. From such simulations, interest rate risk is quantified, and appropriate strategies are formulated and implemented. Earnings at risk is calculated as the change in income before income tax expense, excluding provision for loan and lease losses ("PPNR") due to changes in interest rates. Interest rates are assumed to change up or down in a parallel fashion, and earnings results are compared to a flat rate scenario as a base. The flat rate scenario holds the end of the period yield curve constant over the twelve month forecast horizon. Earnings simulation analysis incorporates assumptions about balance sheet changes such as asset and liability growth, loan and deposit pricing, and changes to the mix of assets and liabilities. It is a measure of short-term interest rate risk. Equity at risk is calculated as the change in the net economic value of assets and liabilities due to changes in interest rates compared to a base net economic value. Equity at risk analyzes sensitivity in the present value of cash flows over the expected life of existing assets, liabilities, and off-balance sheet contracts. It is a measure of the long-term interest rate risk to future earnings streams embedded in the current balance sheet. Asset sensitivity is defined as earnings or net economic value increasing compared to a base scenario when interest rates rise and decreasing when interest rates fall. In other words, assets are more sensitive to changing interest rates than liabilities and therefore, re-price faster. Likewise, liability sensitivity is defined as earnings or net economic value decreasing compared to a base scenario when interest rates rise and increasing when interest rates fall. Key assumptions underlying the present value of cash flows include the behavior of interest rates and spreads, asset prepayment speeds, and attrition rates on deposits. Cash flow projections from the model are compared to market expectations for similar collateral types and adjusted based on experience with Webster Bank's own portfolio. The model's valuation results are compared to observable market prices for similar instruments whenever possible. The behavior of deposit and loan customers is studied using historical time series analysis to model future customer behavior under varying interest rate environments. 58 The equity at risk simulation process uses multiple interest rate paths generated by an arbitrage-free trinomial lattice term structure model. The Base Case rate scenario, against which all others are compared, uses the month-end LIBOR/Swap yield curve as a starting point to derive forward rates for future months. Using interest rate swap option volatilities as inputs, the model creates multiple rate paths for this scenario with forward rates as the mean. In shock scenarios, the starting yield curve is shocked up or down in a parallel fashion. Future rate paths are then constructed in a similar manner to the Base Case. Cash flows for all instruments are generated using product specific prepayment models and account specific system data for properties such as maturity date, amortization type, coupon rate, repricing frequency, and repricing date. The asset/liability simulation software is enhanced with a mortgage prepayment model and a Collateralized Mortgage Obligation database. Instruments with explicit options such as caps, floors, puts and calls, and implicit options such as prepayment and early withdrawal ability require such a rate and cash flow modeling approach to more accurately quantify value and risk. On the asset side, risk is impacted the most by mortgage loans and mortgage-backed securities, which can typically prepay at any time without penalty and may have embedded caps and floors. In the loan portfolio, floors are a benefit to interest income in this low rate environment. Floating-rate loans at floors pay a higher interest rate than a loan at a fully indexed rate without a floor, as with a floor there is a limit on how low the interest rate can fall. As market rates rise; however, the interest rate paid on these loans does not rise until the fully indexed rate rises through the contractual floor. On the liability side, there is a large concentration of customers with indeterminate maturity deposits who have options to add or withdraw funds from their accounts at any time. Webster Bank also has the option to change the interest rate paid on these deposits at any time. Webster's earnings at risk model incorporates net interest income, non-interest income and expense items, some of which vary with interest rates. These items include mortgage banking income, servicing rights, cash management fees, and derivative mark- to-market adjustments. Four main tools are used for managing interest rate risk: (i) the size and duration of the investment portfolio; (ii) the size and duration of the wholesale funding portfolio; (iii) off-balance sheet interest rate contracts; and (iv) the pricing and structure of loans and deposits. ALCO meets at least monthly to make decisions on the investment and funding portfolios based on the economic outlook, the Committee's interest rate expectations, the risk position, and other factors. ALCO delegates pricing and product design responsibilities to individuals and sub-committees but monitors and influences their actions on a regular basis. Various interest rate contracts, including futures and options, interest rate swaps, and interest rate caps and floors can be used to manage interest rate risk. These interest rate contracts involve, to varying degrees, credit risk and interest rate risk. Credit risk is the possibility that a loss may occur if a counterparty to a transaction fails to perform according to the terms of the contract. The notional amount of interest rate contracts is the amount upon which interest and other payments are based. The notional amount is not exchanged, and therefore, should not be taken as a measure of credit risk. See Note 15: Derivative Financial Instruments in the Notes to Consolidated Financial Statements contained elsewhere in this report for additional information. Certain derivative instruments, primarily forward sales of mortgage-backed securities, are utilized by Webster Bank in its efforts to manage risk of loss associated with its mortgage banking activities. Prior to closing and funds disbursement, an interest-rate lock commitment is generally extended to the borrower. During such time, Webster Bank is subject to risk that market rates of interest may change impacting pricing on loan sales. In an effort to mitigate this risk, forward delivery sales commitments are established, thereby setting the sales price. The following table summarizes the estimated impact that gradual parallel changes in income of 100 and 200 basis points, over a twelve month period starting December 31, 2015 and December 31, 2014, might have on Webster’s net interest income ("NII") for the subsequent twelve month period compared to NII assuming no change in interest rates: December 31, 2015 December 31, 2014 -200bp N/A N/A -100bp N/A N/A +100bp 1.6% 1.8% +200bp 3.2% 3.7% The following table summarizes the estimated impact that gradual parallel changes in interest rates of 100 and 200 basis points, over a twelve month period starting December 31, 2015 and December 31, 2014, might have on Webster’s pre-tax, pre-provision earnings ("PPNR") for the subsequent twelve month period, compared to PPNR assuming no change in interest rates: December 31, 2015 December 31, 2014 -200bp N/A N/A -100bp N/A N/A +100bp 1.9% 2.7% +200bp 4.0% 5.7% 59 Interest rates are assumed to change up or down in a parallel fashion, and NII and PPNR results in each scenario are compared to a flat rate scenario as a base. The flat rate scenario holds the end of period yield curve constant over a twelve month forecast horizon. The flat rate scenario as of December 31, 2014 assumed a Fed Funds rate of 0.25%, while the scenario as of December 31, 2015 assumed a rate of 0.50%. Asset sensitivity for both NII and PPNR has declined on December 31, 2015 as compared to December 31, 2014. The declines were due to increased residential loan portfolio balances, increased investment balances due to the acquisition of the health savings account business of JPMorgan Chase Bank, N.A., and decreased forecast prepay speeds in the investment and residential loan portfolios, partially offset by increased demand deposit and HSA deposit balances. Since the Fed Funds rate was at 0.50% on December 31, 2015, the -100 and -200 basis point scenarios have been excluded. Webster can also hold futures, options, and forward foreign currency contracts to minimize the price volatility of certain assets and liabilities. Changes in the market value of these positions are recognized in earnings. The following table summarizes the estimated impact that immediate non-parallel changes in income might have on Webster’s NII for the subsequent twelve month period starting December 31, 2015 and December 31, 2014: December 31, 2015 December 31, 2014 Short End of the Yield Curve Long End of the Yield Curve -100bp N/A N/A -50bp N/A N/A +50bp 0.2% (0.1)% +100bp 0.8% 0.2% -100bp (4.2)% (5.5)% -50bp (1.8)% (2.4)% +50bp 1.5% 2.0% +100bp 2.7% 3.8% The following table summarizes the estimated impact that immediate non-parallel changes in interest rates might have on Webster’s PPNR for the subsequent twelve month period starting December 31, 2015 and December 31, 2014: December 31, 2015 December 31, 2014 Short End of the Yield Curve Long End of the Yield Curve -100bp N/A N/A -50bp N/A N/A +50bp (0.5)% (0.3)% +100bp (0.3)% (0.1)% -100bp (6.9)% (9.8)% -50bp (3.0)% (4.1)% +50bp 2.7% 3.6% +100bp 5.0% 6.8% The 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 of less than eighteen months, and the long end as terms of greater than eighteen months. These results above reflect the annualized impact of immediate rate changes. The actual impact can be uneven during the year especially in the short end scenarios where asset yields tied to Prime or LIBOR change immediately, while certain deposit rate changes take more time. Sensitivity to the short end of the yield curve for NII was more positive from December 31, 2014 a due to increased demand deposit and HSA deposit balances, and lower amounts of loans at floors. Sensitivity to the short end of the yield curve for PPNR at December 31, 2015 was more negative than at December 31, 2014 due primarily to the expiration of the Fed Funds futures position as of June 30, 2015, partially offset by increased demand deposit and HSA deposit balances. Sensitivity to decreases in the long end of the yield curve was less negative than at December 31, 2014 in both NII and PPNR due to decreased forecast prepayment speeds in the residential loan and investment portfolios. Conversely, sensitivity to increases in the long end of the yield curve was less positive than December 31, 2014 in both NII and PPNR due to decreased forecast prepayment speeds in the residential loan and investment portfolios. The following table summarizes the estimated economic value of assets, liabilities, and off-balance sheet contracts and the projected change to economic values if interest rates instantaneously increase or decrease by 100 basis points: (Dollars in thousands) At December 31, 2015 Assets Liabilities Net Net change as % base net economic value At December 31, 2014 Assets Liabilities Net Net change as % base net economic value Book Value Estimated Economic Value Estimated Economic Value Change -100 bp +100 bp 24,677,820 $ 22,262,249 2,415,571 $ 24,407,172 21,484,973 2,922,199 22,533,172 $ 20,210,357 2,322,815 $ 22,388,119 19,799,495 2,588,624 N/A N/A N/A N/A N/A N/A $ $ $ $ (490,190) (553,740) 63,550 2.2% (423,429) (455,452) 32,023 1.2% $ $ $ $ 60 Changes in economic value can be best described using duration. Duration is a measure of the price sensitivity of financial instruments for small changes in interest rates. For fixed rate instruments, it can also be thought of as the weighted-average expected time to receive future cash flows. For floating rate instruments, it can be thought of as the weighted-average expected time until the next rate reset. The longer the duration, the greater the price sensitivity for given changes in interest rates. Floating rate instruments may have durations as short as one day and therefore, have very little price sensitivity due to changes in interest rates. Increases in interest rates typically reduce the value of fixed-rate assets as future discounted cash flows are worth less at higher discount rates. A liability's value decreases for the same reason in a rising rate environment. A reduction in value of a liability is a benefit; however, as this is an obligation of Webster. Duration gap is the difference between the duration of assets and the duration of liabilities. A duration gap near zero implies that the balance sheet is matched and would exhibit no change in estimated economic value for a small change in interest rates. Webster's duration gap was negative 1.0 years at December 31, 2015. At December 31, 2014, the duration gap was a negative 0.8 years. A negative duration gap implies that liabilities are longer than assets and therefore will reset their interest rates slower than assets. 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 liabilities would more than offset the decreased value of 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 longer term absent the effects of new business booked in the future. The change in Webster's duration gap is due primarily to the increase in demand deposit and HSA deposit balances as of December 31, 2015. These estimates assume that management does not take any action to mitigate any positive or negative effects from changing interest rates. The earnings and economic values estimates are subject to factors that could cause actual results to differ. Management believes that Webster's interest rate risk position at December 31, 2015 represents a reasonable level of risk given the current interest rate outlook. Management, as always, is prepared to act in the event that interest rates do change rapidly. Impact of Inflation and Changing Prices The Consolidated Financial Statements and related data presented herein have been prepared in accordance with GAAP, which requires the measurement of financial position and operating results in terms of historical dollars without considering changes in the relative purchasing power of money over time due to inflation. Unlike most industrial companies, substantially all of the assets and liabilities of a banking institution are monetary in nature. As a result, interest rates have a more significant impact on Webster's performance than the effects of general levels of inflation. Interest rates do not necessarily move in the same direction or in the same magnitude as the price of goods and services. ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK The required information is set forth above, in Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations, see the section captioned "Asset/Liability Management and Market Risk," which is incorporated herein by reference. 61 ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA Index to Consolidated Financial Statements Report of Independent Registered Public Accounting Firm Consolidated Balance Sheets Consolidated Statements of Income Consolidated Statements of Comprehensive Income Consolidated Statements of Shareholders' Equity Consolidated Statements of Cash Flows Notes to Consolidated Financial Statements Page No. 63 64 65 66 67 68 70 62 Report of Independent Registered Public Accounting Firm The Board of Directors and Shareholders Webster Financial Corporation: We have audited the accompanying consolidated balance sheets of Webster Financial Corporation and subsidiaries (the Company) as of December 31, 2015 and 2014, and the related consolidated statements of income, comprehensive income, shareholders’ equity, and cash flows for each of the years in the three-year period ended December 31, 2015. These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Webster Financial Corporation and subsidiaries as of December 31, 2015 and 2014, and the results of their operations and their cash flows for each of the years in the three-year period ended December 31, 2015, in conformity with U.S. generally accepted accounting principles. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), Webster Financial Corporation’s internal control over financial reporting as of December 31, 2015, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO), and our report dated February 29, 2016 expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting. Hartford, Connecticut February 29, 2016 63 WEBSTER FINANCIAL CORPORATION AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS December 31, 2015 2014 $ 251,258 155,907 2,984,631 3,923,052 188,347 37,091 15,671,735 (174,990) 15,496,745 101,578 129,426 538,373 39,326 503,093 328,993 $ 24,677,820 $ 261,544 132,695 2,793,873 3,872,955 193,290 67,952 13,900,025 (159,264) 13,740,761 73,873 121,933 529,887 2,666 440,073 301,670 $ 22,533,172 $ 3,713,063 14,239,715 17,952,778 1,151,400 2,664,139 226,356 267,576 22,262,249 $ 3,598,872 12,052,733 15,651,605 1,250,756 2,859,431 226,237 222,328 20,210,357 — 122,710 28,939 122,710 937 1,124,325 1,317,559 (71,854) (78,106) 2,415,571 $ 24,677,820 936 1,127,534 1,202,251 (103,294) (56,261) 2,322,815 $ 22,533,172 (In thousands, except share data) Assets: Cash and due from banks Interest-bearing deposits Securities available-for-sale, at fair value Securities held-to-maturity (fair value of $3,961,534 and $3,948,706) Federal Home Loan Bank and Federal Reserve Bank stock Loans held for sale Loans and leases Allowance for loan and lease losses Loans and leases, net Deferred tax asset, net Premises and equipment, net Goodwill Other intangible assets, net Cash surrender value of life insurance policies Accrued interest receivable and other assets Total assets Liabilities and shareholders' equity: Deposits: Non-interest-bearing Interest-bearing Total deposits Securities sold under agreements to repurchase and other borrowings Federal Home Loan Bank advances Long-term debt Accrued expenses and other liabilities Total liabilities Shareholders’ equity: Preferred stock, $.01 par value: Authorized - 3,000,000 shares; Series A issued and outstanding (28,939 shares at December 31, 2014) Series E issued and outstanding (5,060 shares) Common stock, $.01 par value: Authorized - 200,000,000 shares; Issued (93,651,601 and 93,623,090 shares) Paid-in capital Retained earnings Treasury stock, at cost (2,090,409 and 3,241,555 shares) Accumulated other comprehensive loss, net of tax Total shareholders' equity Total liabilities and shareholders' equity See accompanying Notes to Consolidated Financial Statements. 64 WEBSTER FINANCIAL CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF INCOME (In thousands, except per share data) Interest Income: Interest and fees on loans and leases Taxable interest and dividends on securities Non-taxable interest on securities Loans held for sale Total interest income Interest Expense: Deposits Securities sold under agreements to repurchase and other borrowings Federal Home Loan Bank advances Long-term debt Total interest expense Net interest income Provision for loan and lease losses Net interest income after provision for loan and lease losses Non-interest Income: Deposit service fees Loan and lease related fees Wealth and investment services Mortgage banking activities Increase in cash surrender value of life insurance policies Gain on sale of investment securities, net Impairment loss on securities recognized in earnings Other income Total non-interest income Non-interest Expense: Compensation and benefits Occupancy Technology and equipment Intangible assets amortization Marketing Professional and outside services Deposit insurance Other expense Total non-interest expense Income before income tax expense Income tax expense Net income Preferred stock dividends and other Earnings applicable to common shareholders Earnings per common share: Basic Diluted See accompanying Notes to Consolidated Financial Statements. 65 Years ended December 31, 2015 2014 2013 $ $ $ 552,441 190,061 15,948 1,590 760,040 46,031 16,861 22,858 9,665 95,415 664,625 49,300 615,325 136,578 25,594 32,486 7,795 13,020 609 (110) 23,573 239,545 297,517 48,836 80,026 6,340 16,053 11,156 24,042 70,584 554,554 300,316 93,976 206,340 (9,371) 196,969 2.17 2.15 $ $ $ 511,612 189,408 17,064 857 718,941 44,162 19,388 16,909 10,041 90,500 628,441 37,250 591,191 103,431 23,212 34,946 4,070 13,178 5,499 (1,145) 18,917 202,108 270,151 47,325 61,993 2,685 15,379 8,296 22,670 73,101 501,600 291,699 91,973 199,726 (11,230) 188,496 2.10 2.08 489,372 174,579 21,621 2,068 687,640 46,582 20,800 16,229 7,301 90,912 596,728 33,500 563,228 98,968 21,860 34,771 16,359 13,770 712 (7,277) 11,887 191,050 264,835 48,794 60,326 4,919 15,502 9,532 21,114 72,687 497,709 256,569 77,113 179,456 (11,420) 168,036 1.90 1.86 $ $ $ WEBSTER FINANCIAL CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (In thousands) Net income Other comprehensive (loss) income, net of tax: Total available-for-sale and transferred securities Total derivative instruments Total defined benefit pension and postretirement benefit plans Other comprehensive loss, net of tax Comprehensive income See accompanying Notes to Consolidated Financial Statements. Years ended December 31, 2015 2014 2013 $ 206,340 $ 199,726 $ 179,456 (22,828) 2,550 (1,567) (21,845) 184,495 $ 19,038 (7,324) (19,426) (7,712) 192,014 $ (45,358) 9,696 19,379 (16,283) 163,173 $ 66 WEBSTER FINANCIAL CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY (In thousands, except per share data) Balance at December 31, 2012 Cumulative effect of change in accounting principal Net income Other comprehensive loss, net of tax Dividends and dividend equivalents declared on common stock $0.55 per share Dividends on Series A preferred stock $85.00 per share Dividends on Series E preferred stock $1,648.89 per share Common stock issued Stock-based compensation, net of tax impact Exercise of stock options Shares acquired related to employee share-based compensation plans Common stock warrants repurchased Preferred Stock Common Stock Paid-In Capital Retained Earnings Accumulated Other Comprehensive Loss, Net of Tax Treasury Stock, at cost Total Shareholders' Equity $ 151,649 $ 907 $ 1,145,620 $ 1,000,427 $ (172,807) $ (32,266) $ 2,093,530 — — — — — — — — — — — — — — — — — 27 — — — — — — — 19 — — 253 179,456 — (49,164) (2,460) (8,343) — — — — — — (20,737) (36,256) 57,697 2,813 (2,101) — (30) (3,265) 10,027 — — — 4,837 (672) — — — 253 179,456 (16,283) (16,283) — — — — — — — — (49,145) (2,460) (8,343) 731 9,575 2,736 (672) (30) Balance at December 31, 2013 151,649 934 1,125,584 1,080,648 (100,918) (48,549) 2,209,348 Net income Other comprehensive loss, net of tax Dividends and dividend equivalents declared on common stock $0.75 per share Dividends on Series A preferred stock $85.00 per share Dividends on Series E preferred stock $1,600.00 per share Common stock issued Stock-based compensation, net of tax impact Exercise of stock options Shares acquired related to employee share-based compensation plans Common stock repurchased Common stock warrants repurchased — — — — — — — — — — — — — — — — 2 — — — — — — — 57 — — 433 3,223 (1,760) — — (3) 199,726 — (67,747) (2,460) (8,096) — 180 — — — — — — — — 6,710 3,981 (2,326) — (10,741) — — — 199,726 (7,712) (7,712) — — — — — — — — — (67,690) (2,460) (8,096) 435 10,113 2,221 (2,326) (10,741) (3) Balance at December 31, 2014 151,649 936 1,127,534 1,202,251 (103,294) (56,261) 2,322,815 Net income Other comprehensive loss, net of tax Dividends and dividend equivalents declared on common stock $0.89 per share Dividends on Series A preferred stock $21.25 per share Dividends on Series E preferred stock $1,600.00 per share Common stock issued Preferred stock conversion Stock-based compensation, net of tax impact Exercise of stock options Shares acquired related to employee share-based compensation plans Common stock repurchased Common stock warrants repurchased — — — — — — (28,939) — — — — — — — — — — 1 — — — — — — — — 206,340 — 119 (81,316) (615) (8,096) — — — — — — — — 32,368 (1,005) 11,046 — — 5,841 (5,251) — (12,564) — — — — (1) (3,429) 2,906 (2,781) — — (23) — 206,340 (21,845) (21,845) — — — — — — — — — — (81,197) (615) (8,096) — — 12,947 3,060 (5,251) (12,564) (23) Balance at December 31, 2015 $ 122,710 $ 937 $ 1,124,325 $ 1,317,559 $ (71,854) $ (78,106) $ 2,415,571 See accompanying Notes to Consolidated Financial Statements. 67 WEBSTER FINANCIAL CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (In thousands) Operating Activities: Years ended December 31, 2015 2014 2013 Net income Adjustments to reconcile net income to net cash provided by operating activities: $ 206,340 $ 199,726 $ 179,456 Provision for loan and lease losses Deferred tax (benefit) expense Depreciation and amortization Amortization of earning assets and funding premium/discount, net Stock-based compensation Gain on sale, net of write-down, on foreclosed and repossessed assets (Gain) loss on sale, net of write-down, on premises and equipment Impairment loss on securities recognized in earnings Gain on the sale of investment securities, net Increase in cash surrender value of life insurance policies Gain from life insurance policies Gain, net on sale of loans held for sale Proceeds from sale of loans held for sale Originations of loans held for sale Net (increase) decrease in accrued interest receivable and other assets Net increase (decrease) in accrued expenses and other liabilities Net cash provided by operating activities Investing Activities: Net (increase) decrease in interest-bearing deposits Purchases of available-for-sale securities Proceeds from maturities and principal payments of available-for-sale securities Proceeds from sales of available-for-sale securities Purchases of held-to-maturity securities Proceeds from maturities and principal payments of held-to-maturity securities Net proceeds (purchase) of Federal Home Loan Bank stock Net increase in loans Proceeds from loans not originated for sale Purchase of life insurance policies Proceeds from life insurance policies Proceeds from the sale of foreclosed properties and repossessed assets Proceeds from the sale of premises and equipment Purchases of premises and equipment Acquisition of business, net cash acquired Net cash used for investing activities See accompanying Notes to Consolidated Financial Statements. 49,300 (15,513) 34,678 54,555 10,935 (311) (244) 110 (609) (13,020) (220) (7,795) 452,590 (449,048) (49,899) 35,336 307,185 (23,212) (903,240) 558,301 123,270 (761,033) 681,124 4,943 (1,813,811) 33,644 (50,000) 3,912 10,511 650 (36,115) 1,396,414 (774,642) 37,250 (5,154) 30,585 50,758 10,223 (1,297) (292) 1,145 (5,499) (13,178) (2,229) (4,070) 287,132 (296,996) (24,502) 9,213 272,815 (109,021) (217,920) 416,821 98,402 (1,113,958) 575,009 (34,412) (1,269,290) — — 2,178 8,995 3,565 (30,039) — (1,669,670) 33,500 11,499 36,019 61,395 10,664 (1,295) 1,287 7,277 (712) (13,770) (1,070) (16,359) 773,887 (687,090) 84,077 (14,812) 463,953 31,761 (952,995) 741,467 57,804 (989,397) 717,601 (3,248) (741,818) 12,771 — 1,768 7,745 1,304 (21,886) — (1,137,123) 68 WEBSTER FINANCIAL CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS, continued (In thousands) Financing Activities: Net increase in deposits Proceeds from Federal Home Loan Bank advances Repayments of Federal Home Loan Bank advances Net (decrease) increase in securities sold under agreements to repurchase and other borrowings Issuance of long-term debt Repayment of long-term debt Debt issuance costs Dividends paid to common shareholders Dividends paid to preferred shareholders Exercise of stock options Excess tax benefits from stock-based compensation Common stock issued Common stock repurchased Shares acquired related to employee share-based compensation plans Common stock warrants repurchased Net cash provided by financing activities Net (decrease) increase in cash and due from banks Cash and due from banks at beginning of period Cash and due from banks at end of period Supplemental disclosure of cash flow information: Interest paid Income taxes paid Noncash investing and financing activities: Transfer of loans and leases to foreclosed properties and repossessed assets Transfer of loans from portfolio to loans held for sale Deposits assumed in business acquisition Preferred stock conversion See accompanying Notes to Consolidated Financial Statements. Years ended December 31, 2015 2014 2013 853,921 13,505,000 (13,700,279) 797,244 10,372,226 (9,565,192) 323,348 4,928,120 (4,703,287) (99,356) — — — (80,964) (8,711) 3,060 2,338 — (12,564) (5,251) (23) 457,171 (10,286) 261,544 251,258 95,428 106,991 8,714 585 1,446,899 28,939 $ $ $ (80,906) 150,000 (150,000) (1,349) (67,431) (10,556) 2,221 1,161 435 (10,741) (2,326) (3) 1,434,783 37,928 223,616 261,544 89,942 102,973 5,532 — — — $ $ $ $ $ $ 255,502 — (102,579) — (48,952) (10,803) 2,736 389 731 — (672) (30) 644,503 (28,667) 252,283 223,616 88,388 62,926 11,750 106 — — 69 Note 1: Summary of Significant Accounting Policies Nature of Operations Webster Financial Corporation (collectively, with its consolidated subsidiaries, “Webster” or the “Company”) is a bank holding company and financial holding company under the Bank Holding Company Act of 1956, as amended, incorporated under the laws of Delaware in 1986 and headquartered in Waterbury, Connecticut. At December 31, 2015, Webster Financial Corporation's principal asset is all of the outstanding capital stock of Webster Bank, National Association ("Webster Bank"). Webster, through Webster Bank and various non-banking financial services subsidiaries, delivers financial services to individuals, families, and businesses primarily from New York to Massachusetts. Webster provides business and consumer banking, mortgage lending, financial planning, trust, and investment services through banking offices, ATMs, telephone banking, mobile banking and its internet website (www.websterbank.com or www.wbst.com). Webster also offers equipment financing, commercial real estate lending, and asset-based lending primarily across the Northeast. On a nationwide basis, through its HSA Bank division, Webster Bank offers and administers health savings accounts, flexible spending accounts, health reimbursement accounts, and commuter benefits. Basis of Presentation The consolidated financial statements include the accounts of Webster Financial Corporation and all other entities in which it has a controlling financial interest. Intercompany accounts and transactions have been eliminated in consolidation. Webster's accounting and financial reporting policies conform, in all material respects, to U.S. Generally Accepted Accounting Principles (“GAAP”) and to general practices within the financial services industry. Certain prior period amounts have been reclassified to conform to the current year's presentation. These reclassifications had an immaterial effect on net income, comprehensive income, total assets, total liabilities, total shareholders' equity, net cash provided by operating activities, net cash used for investing activities, and net cash provided by financing activities. Assets that the Company holds or manages in a fiduciary or agency capacity for customers, typically referred to as assets under administration or assets under management are not included in the accompanying Consolidated Balance Sheets since those assets are not Webster's, and the Company is not the primary beneficiary. Variable Interest Entities. The Company determines whether it has a controlling financial interest in an entity by first evaluating whether the entity is a voting interest entity or a Variable Interest Entity (“VIE”) under GAAP. Voting interest entities are entities in which the total equity investment at risk is sufficient to enable the entity to finance itself independently and provides the equity holder with the obligation to absorb losses, the right to receive residual returns and the right to make decisions about the entity’s activities. The Company consolidates VIEs in which it has at least a majority of the voting interest. VIEs are entities that lack one or more of the characteristics of a voting interest entity. A controlling financial interest in a VIE is present when the Company has both the power and ability to direct the activities of the VIE that most significantly impact the VIE's economic performance and an obligation to absorb losses or the right to receive benefits that could potentially be significant to the VIE. The Company owns the common stock of a trust which has issued trust preferred securities. The trust is a VIE in which the Company is not the primary beneficiary and therefore, is not consolidated. The trust's only assets are junior subordinated debentures issued by the Company, which were acquired by the trust using the proceeds from the issuance of the trust preferred securities and common stock. The junior subordinated debentures are included in long-term debt and the Company’s equity interest in the trust is included in other assets in the accompanying Consolidated Balance Sheets. Interest expense on the junior subordinated debentures is reported in interest expense on long-term debt in the accompanying Consolidated Statements of Income. Use of Estimates The preparation of consolidated financial statements in conformity 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 these consolidated financial statements. The allowance for loan and lease losses, the fair value measurements of financial instruments, the valuation of investments for other-than-temporary impairment, the goodwill and intangible assets valuation, income taxes, the, as well as the status of contingencies, are particularly subject to change. Actual results could differ from those estimates. Acquisition On January 13, 2015 (the "acquisition date"), Webster Bank completed its acquisition of the health savings account business of JPMorgan Chase Bank, N.A. The results of the acquisition have been included in the financial statements from the acquisition date. See Note 2: Acquisition for further information. 70 Cash Equivalents Cash equivalents have a maturity of three months or less. Cash and due from banks. Cash equivalents, including cash on hand, certain cash due from banks, and deposits at the Federal Reserve Banks, are referenced as cash and due from banks in the accompanying Consolidated Balance Sheets and Consolidated Statements of Cash Flows. Interest-bearing deposits. Cash equivalents, primarily representing deposits at the Federal Reserve Banks in excess of reserve requirements, and federal funds sold, which essentially represent uncollateralized loans to other financial institutions, are referenced as interest-bearing deposits in the accompanying Consolidated Balance Sheets and Consolidated Statements of Cash Flows. The Company regularly evaluates the credit risk associated with those financial institutions to assess that Webster is not exposed to any significant credit risk on cash equivalents. Investment Securities Investment securities are classified as available-for-sale ("AFS") or held-to-maturity ("HTM") at the time of purchase. Any subsequent change to classification is reviewed for compliance with corporate objectives and accounting policy. Debt securities classified as HTM are those which Webster has the ability and intent to hold to maturity. Securities classified as HTM are recorded at amortized cost net of unamortized premiums and discounts. Discount accretion income and premium amortization expense are recognized as interest income according to a constant yield methodology, with consideration given to prepayment assumptions on mortgage backed securities. Securities classified as AFS are recorded at fair value with unrealized gains and losses recorded as a component of other comprehensive income (“OCI”). Securities transferred from AFS to HTM are recorded at fair value at the time of transfer, and the respective gain or loss is recorded as a separate component of OCI and amortized as an adjustment to interest income over the remaining life of the security. All securities classified as AFS or HTM that are in an unrealized loss position are evaluated for other-than-temporary impairment ("OTTI") on a quarterly basis. The evaluation considers several qualitative factors, including the period of time the security has been in a loss position, and the amount of the unrealized loss. If the Company intends to sell the security or it is more than likely the Company will be required to sell the security prior to recovery of its amortized cost basis, the security is written down to fair value, and the loss is recognized in non-interest income in the accompanying Consolidated Statements of Income. If the Company does not intend to sell the security and it is more likely than not that the Company will not be required to sell the security prior to recovery of its amortized cost basis, only the credit component of the unrealized loss is recorded as an impairment charge to a debt security and recognized as a loss. The remaining loss component would be recorded to accumulated other comprehensive loss in the accompanying Consolidated Balance Sheets. The entire amount of an unrealized loss position of an equity security that is considered OTTI is recorded as an impairment loss in non-interest income in the accompanying Consolidated Statements of Income. The specific identification method is used to determine realized gains and losses on sales of securities. See Note 3: Investment Securities for further information. Federal Home Loan Bank and Federal Reserve Bank Stock Webster Bank is a member of the Federal Home Loan Bank (“FHLB”) of Boston and the Federal Reserve Bank ("FRB") system and is required to maintain an investment in capital stock of the FHLB and FRB. Based on redemption provisions, the stock of both the FHLB and the FRB has no quoted market value and is carried at cost. Membership stock is not reviewed for impairment unless economic circumstances warrant special review. Loans Held for Sale Residential mortgage loans typically are classified as held for sale upon origination based on management's intent to sell such loans. For loans not previously held for sale, once a decision has been made to sell loans, such loans shall be transferred into the loans held for sale classification. The majority of loans held for sale are residential mortgage loans. Loans held for sale are carried at the lower of cost or fair value and are valued on an individual asset basis. Any cost amount in excess of fair value is recorded as a valuation allowance and recognized as a reduction of other income in the Consolidated Statements of Income. Gains or losses on the sale of loans held for sale are recorded as non-interest income. Direct loan origination costs and fees are deferred and recognized as part of the gain or loss at the time of sale. Cash flows from sale of loans made by the Company that were acquired specifically for resale are presented as operating cash flows. All other cash flows from sale of loans are presented as investing cash flows. See Note 5: Transfers of Financial Assets and Mortgage Servicing Assets for further information. 71 Transfers and Servicing of Financial Assets Transfers of financial assets are accounted for as sales when control over the assets has been surrendered. Control over transferred assets is generally considered to have been surrendered when: (i) the transferred assets are legally isolated from the Company or its consolidated affiliates, even in bankruptcy or other receivership; (ii) the transferee has the right to pledge or exchange the assets with no conditions that constrain the transferee and provide more than a trivial benefit to the Company; and (iii) the Company does not maintain the obligation or unilateral ability to reclaim or repurchase the assets. The Company sells financial assets in the normal course of business, the majority of which are residential mortgage loan sales primarily to government-sponsored enterprises through established programs, commercial loan sales through participation agreements, and other individual or portfolio loan and securities sales. In accordance with accounting guidance for asset transfers, the Company considers any ongoing involvement with transferred assets in determining whether the assets can be derecognized from the balance sheet. With the exception of servicing and certain performance-based guarantees, the Company’s continuing involvement with financial assets sold is minimal and generally limited to market customary representation and warranty clauses covering certain characteristics of the mortgage loans sold and the Company's origination process. The gain or loss on sale depends on the previous carrying amount of the transferred financial assets, the consideration received, and any liabilities incurred in exchange for the transferred assets. When the Company sells financial assets, it may retain servicing rights and/or other interests in the financial assets. Servicing assets and any other interests held by the Company are recorded at fair value upon transfer, and thereafter are carried at the lower of cost or fair value. See Note 5: Transfers of Financial Assets and Mortgage Servicing Assets for further information. Loans and Leases Loans and leases are stated at the principal amount outstanding, net of amounts charged off, unamortized premiums and discounts, and deferred loan and lease fees/costs which are recognized as yield adjustments using the interest method. These yield adjustments are amortized over the contractual life of the related loans and leases adjusted for estimated prepayments when applicable. Interest on loans and leases is credited to interest income as earned based on the interest rate applied to principal amounts outstanding. Cash flows from loans and leases are presented as investing cash flows. Loans and leases are placed on non-accrual status when collection of principal and interest in accordance with contractual terms is doubtful, generally when principal or interest payments become 90 days delinquent, unless the loan or lease is well secured and in process of collection, or sooner if management concludes circumstances indicate that the borrower may be unable to meet contractual principal or interest payments. Residential real estate loans, excluding loans fully insured against loss and in the process of collection, and consumer loans are placed on non-accrual status at 90 days past due, or at the date when the Company is notified that the borrower is discharged in bankruptcy. A charge-off is recorded at 180 days if the loan balance exceeds the fair value of the collateral less costs to sell. Residential loans that are more than 90 days past due, fully insured against loss, and in the process of collection, remain accruing and are reported as 90 days or more past due and accruing. Commercial, commercial real estate loans, and equipment finance loans or leases are subject to a detailed review when 90 days past due to determine accrual status, or when payment is uncertain and a specific consideration is made to put a loan or lease on non-accrual status. When loans and leases are placed on non-accrual status, the accrual of interest is discontinued, and any unpaid accrued interest is reversed and charged against interest income. If ultimate repayment of a non-accrual loan or lease is expected, any payments received are applied in accordance with contractual terms. If ultimate repayment is not expected on commercial, commercial real estate, and equipment finance loans and leases, any payment received on a non-accrual loan or lease is applied to principal until the unpaid balance has been fully recovered. Any excess is then credited to interest income when received. If the Company determines, through a current valuation analysis, that principal can be repaid on residential real estate and consumer loans, interest payments may be taken into income as received on a cash basis. Except for loans discharged under Chapter 7 of the Bankruptcy Code, loans are removed from non-accrual status when they become current as to principal and interest or demonstrate a period of performance under contractual terms and, in the opinion of management, are fully collectible as to principal and interest. Pursuant to regulatory guidance, a Chapter 7 discharged bankruptcy loan is removed from non-accrual status when the bank expects full repayment of the remaining pre-discharged contractual principal and interest, the loan is a closed-end amortizing loan, it is fully collateralized, and post-discharge the loan had at least six consecutive months of current payments. See Note 4: Loans and Leases for further information. Allowance for Loan and Lease Losses The allowance for loan and lease losses ("ALLL") is a reserve established through a provision for loan and lease losses charged to expense and represents management’s best estimate of probable losses that may be incurred within the existing loan and lease portfolio as of the balance sheet date. The level of the allowance reflects management’s view of trends in losses, current portfolio quality, and present economic, political, and regulatory conditions. Portions of the allowance may be allocated for specific loans and leases; however, the entire allowance is available for any loan or lease that is charged off. A charge-off is recorded on a case- by-case basis when all or a portion of the loan or lease is deemed to be uncollectible. Back-testing is performed to compare original 72 estimated losses and actual observed losses, resulting in ongoing refinements. While management utilizes its best judgment based on the information available at the time, the ultimate adequacy of the allowance is dependent upon a variety of factors that are beyond the Company’s control, which include the performance of the Company’s portfolio, economic conditions, interest rate sensitivity, and the view of the regulatory authorities regarding loan classifications. The ALLL consists of the following three elements: (i) specific valuation allowances established for probable losses on impaired loans and leases; (ii) quantitative valuation allowances calculated using loss experience for like loans and leases with similar characteristics and trends, adjusted, as necessary, to reflect the impact of current conditions; and (iii) qualitative factors determined based on general economic conditions and other factors that may be internal or external to the Company. Loans and leases are considered impaired when, based on current information and events, it is probable the Company will be unable to collect all amounts due in accordance with the original contractual terms of the loan agreement, including scheduled principal and interest payments. Impairment is evaluated on a pooled basis for smaller-balance homogeneous residential and consumer loans. Commercial, commercial real estate, and equipment financing loans and leases over a specific dollar amount and all troubled debt restructurings ("TDR") are evaluated individually for impairment. A loan identified as a TDR is considered an impaired loan for the entire term of the loan, with few exceptions. If a loan is impaired, a specific valuation allowance may be established, and the loan is reported net, at the present value of estimated future cash flows using the loan’s original interest rate or at the fair value of collateral less cost to sell if repayment is expected from collateral liquidation. Interest payments on non- accruing impaired loans are typically applied to principal unless collectability of the principal amount is reasonably assured, in which case interest is recognized on a cash basis. Impaired loans, or portions thereof, are charged off when deemed uncollectible. Factors considered by management in determining impairment include payment status, collateral value, discharged bankruptcy, and the likelihood of collecting scheduled principal and interest payments. Consumer modified loans are analyzed for re-default probability, which is considered when determining the impaired reserve for ALLL. The current or weighted-average (for multiple notes within a commercial borrowing arrangement) interest rate of the loan is used as the discount rate when the interest rate floats with a specified index. A change in terms or payments would be included in the impairment calculation. See Note 4: Loans and Leases for further information. Reserve for Unfunded Commitments The reserve for unfunded commitments provides for probable losses inherent with funding the unused portion of legal commitments to lend. The unfunded reserve calculation includes factors that are consistent with ALLL methodology for funded loans using the loss given default, probability of default, and a draw down factor applied to the underlying borrower risk and facility grades. The reserve for unfunded credit commitments is included within other liabilities in the accompanying Consolidated Balance Sheets, and changes in the reserve are reported as a component of other expense in the accompanying Consolidated Statements of Income. See Note 20: Commitments and Contingencies for further information. Troubled Debt Restructurings A modified loan is considered a TDR when the following two conditions are met: (i) the borrower is experiencing financial difficulties; and (ii) the modification constitutes a concession. The Company considers all aspects of the restructuring in determining whether a concession has been granted, including the debtor's ability to access funds at a market rate. In general, a concession exists when the modified terms of the loan are more attractive to the borrower than standard market terms. Modified terms are dependent upon the financial position and needs of the individual borrower. The most common types of modifications include covenant modifications and forbearance. Loans for which the borrower has been discharged under Chapter 7 bankruptcy are considered collateral dependent TDRs, impaired at the date of discharge, and charged down to the fair value of collateral less cost to sell, if management considers that loss potential likely exists. The Company’s policy is to place consumer loan TDRs, except those that were performing prior to TDR status, on non-accrual status for a minimum period of six months. Commercial TDRs are evaluated on a case-by-case basis for determination of whether or not to place them on non-accrual status. Loans qualify for return to accrual status once they have demonstrated performance with the restructured terms of the loan agreement for a minimum of six months. Initially, all TDRs are reported as impaired. Generally, TDRs are classified as impaired loans and reported as TDRs for the remaining life of the loan. Impaired and TDR classification may be removed if the borrower demonstrates compliance with the modified terms for a minimum of six months and through a fiscal year-end and the restructuring agreement specifies a market rate of interest equal to that which would be provided to a borrower with similar credit at the time of restructuring. In the limited circumstance that a loan is removed from TDR classification, it is the Company’s policy to continue to base its measure of loan impairment on the contractual terms specified by the loan agreement. The Company’s loan and lease portfolio includes loans that have been restructured into an A-Note/B-Note structure as a result of evaluating the cash flow of the borrowers to support repayment. Webster immediately charged off the balances of the B-Notes. The restructuring agreements specify a market interest rate equal to that which would be provided to a borrower with similar credit at the time of restructuring. See Note 4: Loans and Leases for further information. 73 Foreclosed and Repossessed Assets Real estate acquired through foreclosure (“OREO”) or other assets acquired through repossession are carried at the lower of cost or market value less estimated selling costs and are included within other assets in the accompanying Consolidated Balance Sheets. Independent appraisals generally are obtained to substantiate fair value and may be subject to adjustment based upon historical experience or specific geographic trends impacting the property. Within 90 days of a loan being foreclosed upon, the excess of loan balance over fair value less cost to sell is charged off against the allowance for loan and lease losses. Subsequent write-downs in value, maintenance costs as incurred, and gains or losses upon sale are charged to non-interest expense in the accompanying Consolidated Statements of Income. Premises and Equipment Premises and equipment are carried at cost, less accumulated depreciation. Depreciation of premises and equipment is computed on a straight-line basis over the estimated useful lives of the assets, as follows: Building and Improvements Leasehold improvements Fixtures and equipment Data processing and software 5 - 40 years 5 - 20 years (or term or lease, if shorter) 5 - 10 years years 3 - 7 Repairs and maintenance costs are charged to non-interest expense as incurred. Premises and equipment being actively marketed for sale are reclassified as assets held for disposition. The cost and accumulated depreciation relating to premises and equipment retired or otherwise disposed of are eliminated, and any resulting losses are charged to non-interest expense. See Note 6: Premises and Equipment for further information. Goodwill Goodwill represents the excess purchase price of businesses acquired over the fair value of the identifiable net assets acquired and is assigned to specific reporting units. Goodwill is not subject to amortization but rather is evaluated for impairment annually, or more frequently in interim periods if events occur or circumstances change indicating it would more likely than not result in a reduction of the fair value of a reporting unit below its carrying value. Goodwill is evaluated for impairment by either performing a qualitative evaluation or a two-step quantitative test. The qualitative evaluation is an assessment of factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount, including goodwill. The Company utilizes an equally weighted combined income and market approach to arrive at an indicated fair value range for the reporting unit. In “Step 1,” the fair value of a reporting unit is compared to its carrying amount, including goodwill, to ascertain if a goodwill impairment exists. If the fair value of the reporting unit exceeds its carrying amount, goodwill of the reporting unit is not considered impaired, and it is not necessary to continue to “Step 2” of the impairment process. Otherwise, Step 2 is performed where the implied fair value of goodwill is compared to the carrying value of goodwill in the reporting unit. If a reporting unit's carrying value exceeds fair value, the difference is charged to non-interest expense. See Note 7: Goodwill and Other Intangible Assets for further information. Other Intangible Assets Other intangible assets represent purchased assets that lack physical substance but can be distinguished from goodwill because of contractual or other legal rights, or because the asset is capable of being sold or exchanged either separately or in combination with a related contract, asset, or liability. Other intangible assets with finite useful lives are amortized to non-interest expense over their estimated useful lives and are evaluated for impairment whenever events occur or circumstances change indicating the carrying amount of the asset may not be recoverable. Core deposit intangibles resulting from the health savings account acquisition are amortized on an accelerated basis over their estimated useful lives. Core deposit intangibles existing prior to the health savings account acquisition continue to be amortized on a straight line basis over their remaining estimated useful lives. Intangible assets relating to customer relationships are amortized on a straight line basis over their estimated useful lives. See Note 7: Goodwill and Other Intangible Assets for further information. Cash Surrender Value of Life Insurance The investment in life insurance represents the cash surrender value of life insurance policies on certain current and former officers of Webster. Increases in the cash surrender value are recorded as non-interest income. Decreases are the result of collection on the policies due to the death of an insured. Death benefit proceeds in excess of cash surrender value are recorded in other non-interest income when realized. 74 Securities Sold Under Agreements to Repurchase These agreements are accounted for as secured financing transactions since Webster maintains effective control over the transferred securities and the transfer meets the other criteria for such accounting. Obligations to repurchase securities sold are reflected as a liability in the accompanying Consolidated Balance Sheets. The securities underlying the agreements are delivered to a custodial account for the benefit of the dealer or bank with whom each transaction is executed. The dealers or banks, which may sell, loan, or otherwise hypothecate such securities to other parties in the normal course of their operations, agree to resell to Webster the same securities at the maturity date of the agreements. The securities underlying the agreements with Bank customers are pledged; however, the customer does not have ability to hypothecate the underlying securities. See Note 10: Borrowings for further information. Share-Based Compensation Webster maintains an equity incentive plan under which non-qualified stock options, incentive stock options, restricted stock, restricted stock units, or stock appreciation rights may be granted to employees and directors. Share awards are issued from available treasury shares. Stock-based compensation cost is recognized over the requisite service period for the awards, based on the grant-date fair value, net of estimated forfeitures, and is reported as a component of compensation and benefits expense. All awards are subject to a minimum one-year service vesting period. For stock option awards the Black-Scholes Option-Pricing Model is used to measure fair value at the date of grant. For time-based restricted stock and restricted stock unit awards, fair value is measured using the Company's common stock closing price at the date of grant. The Company grants performance-based restricted stock awards that vest after a three year performance period. Awards granted in 2015 and 2014 vest in a range from zero to 150% while awards granted prior to 2014 vest in a range from zero to 200% of the target number of shares under the grant. The Company records compensation expense over the vesting period, based on a fair value. Compensation expense is subject to adjustment based on management's assessment of Webster's return on equity performance relative to the target number of shares condition. Dividends are accrued on the performance-based shares and paid when the performance target is met. See Note 18: Share-Based Plans for further information. Excess tax benefits result when tax return deductions exceed recognized compensation cost determined using the grant-date fair value approach for financial statement purposes. Excess tax benefits are presented as a cash inflow from financing activities and a cash outflow from operating activities. Income Taxes Income tax expense, or benefit, is comprised of two components, current and deferred. The current component reflects taxes payable or refundable for a current period based on applicable tax laws, and the deferred component represents the tax effects of temporary differences between amounts recognized for financial accounting and tax purposes. Deferred tax assets and liabilities reflect the tax effects of such differences that are anticipated to result in taxable or deductible amounts in the future, when the temporary differences reverse. Deferred tax assets are recognized if it is more likely than not they will be realized, and may be reduced by a valuation allowance if it is more likely than not that all or some portion will not be realized. Tax positions that are uncertain but meet a more likely than not recognition threshold are initially and subsequently measured as the largest amount of tax benefit that has a greater than 50% likelihood of being realized upon settlement with a taxing authority that has full knowledge of all relevant information. The determination of whether or not a tax position meets the more likely than not recognition threshold considers the facts, circumstances, and information available at the reporting date and is subject to management's judgment. Webster recognizes interest expense and penalties on uncertain tax positions as a component of income tax expense and recognizes interest income on refundable income taxes as a component of other non-interest income. See Note 8: Income Taxes for further information. Earnings Per Common Share Earnings per common share is computed under the two-class method. Basic earnings per common share is computed by dividing earnings allocated to common shareholders by the weighted-average number of common shares outstanding during the applicable period, excluding outstanding non-participating securities. Non-vested restricted stock awards are participating securities as they have non-forfeitable rights to dividends or dividend equivalents. Diluted earnings per common share is computed using the weighted-average number of shares determined for the basic earnings per common share computation plus the dilutive effect of stock compensation and warrants for common stock using the treasury stock method. A reconciliation of the weighted-average shares used in calculating basic earnings per common share and the weighted-average common shares used in calculating diluted earnings per common share is provided in Note 14: Earnings Per Common Share. 75 Comprehensive Income Comprehensive income includes all changes in shareholders’ equity during a period, except those resulting from transactions with shareholders. In addition to net income, Webster's components of other comprehensive income consists of the after-tax effect of changes in net unrealized gain/loss on securities available for sale, changes in net unrealized gain/loss on derivative instruments, and changes in net actuarial gain/loss and prior service cost for defined benefit pension and other postretirement benefit plans. Comprehensive income is reported in the accompanying Consolidated Statements of Shareholders' Equity, Consolidated Statements of Comprehensive Income, and Note 12: Accumulated Other Comprehensive Loss, Net of Tax. Derivative Instruments and Hedging Activities Derivatives are recognized as assets and liabilities in the accompanying Consolidated Balance Sheets and measured at fair value. For exchange-traded contracts, fair value is based on quoted market prices. For non-exchange traded contracts, fair value is based on dealer quotes, pricing models, discounted cash flow methodologies, or similar techniques for which the determination of fair value may require management judgment or estimation, relating to future rates and credit activities. Interest Rate Swap Agreements. For asset/liability management purposes, the Company uses interest rate swap agreements to hedge various exposures or to modify interest rate characteristics of various balance sheet accounts. Interest rate swaps are contracts in which a series of interest rate flows are exchanged over a prescribed period of time. The notional amount on which the interest payments are based is not exchanged. These swap agreements are derivative instruments and generally convert a portion of the Company’s variable-rate debt to a fixed-rate (cash flow hedge), or convert a portion of its fixed-rate debt to a variable-rate (fair value hedge). Webster uses forward-settle interest rate swaps to protect the Company against adverse fluctuations in interest rates by reducing its exposure to variability in cash flows relating to interest payments on forecasted debt issuances. Forward-settle swaps typically have a future effective date that coincides with the expected debt issuance date. The forward-settle swaps are typically terminated and cash settled upon hedge debt issuance date. The gain or loss on a derivative designated and qualifying as a fair value hedging instrument, as well as the offsetting gain or loss on the hedged item attributable to the risk being hedged, is recognized currently in earnings in the same accounting period. The effective portion of the gain or loss on a derivative designated and qualifying as a cash flow hedging instrument is initially reported as a component of other comprehensive income and subsequently reclassified into earnings in the same period or periods during which the hedged transaction affects earnings. The ineffective portion of the gain or loss on the derivative instrument, if any, is recognized in non-interest income. Interest rate derivative financial instruments receive hedge accounting treatment only if they are qualified and properly designated as hedges and are expected to be, and are, effective in substantially reducing interest rate risk arising from specifically identified assets and liabilities. A hedging instrument is expected at inception to be highly effective at offsetting changes in the hedged transactions attributable to the changes in the hedged risk. The Company expects that the hedging relationship will be highly effective; however, it does not assume there is no ineffectiveness. The Company performs quarterly prospective and retrospective assessments of the hedge effectiveness to ensure the hedging relationship continues to be highly effective and that hedge accounting can continue to be applied. Those derivative financial instruments that do not meet specified hedging criteria are recorded at fair value with changes in fair value recorded in income. Cash flows from derivative financial instruments designated for hedge accounting are classified in the cash flow statement in the same category as the cash flows of the asset or liability being hedged. Derivative Loan Commitments. Mortgage loan commitments related to the origination of mortgages that will be held for sale upon funding are considered derivative instruments. Loan commitments that are derivatives are recognized at fair value on the Consolidated Balance Sheets in other assets and other liabilities with changes in their fair values recorded in non-interest income. Counterparty Credit Risk. The Company's exposures with the majority of its approved financial institution counterparties are fully cash collateralized. In accordance with Webster policies, institutional counterparties must be fully underwritten and approved through the Company’s credit approval process. The Company’s credit exposure on interest rate swaps is limited to the net favorable value and interest payments of all swaps by each of the counterparties. Credit exposure may be reduced by the amount of collateral pledged by the counterparty. The Company evaluates the credit risk of its counterparties, taking into account such factors as the likelihood of default, its net exposures, and remaining contractual life, among other things, in determining if any adjustments related to credit risk are required. See Note 15: Derivative Financial Instruments for further information. 76 Fair Value Measurements The Company measures many of its assets and liabilities on a fair value basis, in accordance with Accounting Standards Codification Topic 820, "Fair Value Measurement." Fair value is used on a recurring basis for certain assets and liabilities in which fair value is the primary basis of accounting. Examples of these include derivative instruments and AFS securities. Additionally, fair value is used on a non-recurring basis to evaluate assets or liabilities for impairment. Examples of these include impaired loans and leases, mortgage servicing assets, long-lived assets, goodwill, and loans held for sale, which are accounted for at the lower of cost or fair value. Further information regarding the Company's policies and methodology used to measure fair value is presented in Note 16: Fair Value Measurements. Employee Retirement Benefit Plan Webster Bank maintains a noncontributory defined benefit pension plan covering all employees that were participants on or before December 31, 2007. Costs related to this qualified plan, based upon actuarial computations of current and future benefits for eligible employees, are charged to non-interest expense and are funded in accordance with the requirements of the Employee Retirement Income Security Act. A supplemental retirement plan is also maintained for select executive level employees that were participants on or before December 31, 2007. Webster also provides postretirement healthcare benefits to certain retired employees. Fee Revenue Generally, fee revenue from deposit service charges and loans is recorded when earned, except where ultimate collection is uncertain, in which case revenue is recognized as received. Trust revenue is recorded as earned on individual accounts based upon a percentage of asset value. Fee income on managed institutional accounts is recognized as earned and collected quarterly based on the quarter-end value of assets managed. Marketing Costs Marketing costs are expensed as incurred over the projected benefit period. Recently Adopted Accounting Standards Updates Effective January 1, 2015, the following new accounting guidance was adopted by the Company: • Accounting Standards Update ("ASU") No. 2014-01, Investments - Equity Method and Joint Ventures (Topic 323) - Accounting for Investments in Qualified Affordable Housing Projects (a consensus of the FASB Emerging Issues Task Force); • ASU No. 2014-04, Receivables, Troubled Debt Restructurings by Creditors (Subtopic 310-40) - Reclassification of Residential Real Estate Collateralized Consumer Mortgage Loans upon Foreclosure (a consensus of the FASB Emerging Issues Task Force); • ASU No. 2014-11, Transfers and Servicing (Topic 860) - Repurchase-to-Maturity Transactions, Repurchase Financings, and Disclosures; and • ASU No. 2014-14, Receivables-Troubled Debt Restructurings by Creditors (Subtopic 310-40) - Classification of Certain Government-Guaranteed Residential Mortgage Loans upon Foreclosure (a consensus of the FASB Emerging Issues Task Force). The adoption of these accounting standards did not have a material impact on the Company's financial statements. 77 Recently Issued Accounting Standards Updates The following table identifies ASUs applicable to the Company that have been issued by the FASB but are not yet effective: ASU Description ASU No. 2016-01, Financial Instruments—Overall (Subtopic 825-10) - "Recognition and Measurement of Financial Assets and Financial Liabilities." ASU No. 2015-16, Business Combinations (Topic 805) - "Simplifying the Accounting for Measurement - Period Adjustments." ASU No. 2015-07, Fair Value Measurement (Topic 820) - "Disclosures for Investments in Certain Entities That Calculate Net Asset Value per Share (or its Equivalent) (a consensus of the FASB Emerging Issues Task Force)." ASU No. 2015-03, Interest - Imputation of Interest (Subtopic 835-30) - "Simplifying the Presentation of Debt Issuance Costs." ASU No. 2015-02, Consolidation (Topic 810) - "Amendments to the Consolidation Analysis." ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606) Equity investments not accounted for under the equity method or those that do not result in consolidation of the investee are to be measured at fair value with changes in the fair value recognized through net income. Entities are to present separately in other comprehensive income, the portion of the total change in the fair value of a liability resulting from a change in the instrument-specific credit risk when an election to measure the liability at fair value in accordance with the fair value option for financial instruments has been made. Also, the requirement to disclose the method(s) and significant assumptions used to estimate the fair value for financial instruments measured at amortized cost on the balance sheet has been eliminated. Accounting for adjustments made to provisional amounts recognized in a business combination is simplified. First, the acquirer must recognize adjustments to provisional amounts that are identified during the measurement period in the reporting period in which the adjustment amount is determined, and record in that period’s financial statements, the effect on earnings of changes in depreciation, amortization, or other income effects, if any, as a result of the change to the provisional amounts, calculated as if the accounting had been completed at the acquisition date. Second, adjustments to provisional amounts that are identified after December 15, 2015 and that are within the measurement period should be applied prospectively. Upon transition, an entity would be required to disclose the nature of, and reason for, the change in accounting principle. An entity would provide that disclosure in the first annual period of adoption and in the interim periods within the first annual period. The requirement to categorize within the fair value hierarchy all investments for which fair value is measured using net asset value per share as a practical expedient has been removed. Additional requirements to make certain disclosures has been modified to apply to, rather than all investments that are eligible to be, only those investments that an entity has elected to be measured at fair value using net asset value per share as a practical expedient. An entity should apply the guidance on a retrospective basis. The presentation of debt issuance costs has been simplified by requiring that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. The recognition and measurement guidance for debt issuance costs are not affected by the amendments in this Update. An entity should apply the guidance on a retrospective basis. Limited partnerships and similar legal entities, the evaluation of fees paid to a decision maker or a service provider as a variable interest, the effect of fee arrangements and related parties on the primary beneficiary determination, and certain investment funds are affected by the guidance which analyzes consolidation requirements. A single comprehensive model has been established for an entity to recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled, and will supersede nearly all existing revenue recognition guidance, and clarify and converge revenue recognition principles under US GAAP and IFRS. The five steps to recognizing revenue: (i) identify the contracts with the customer; (ii) identify the separate performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the separate performance obligations; and (v) recognize revenue when each performance obligation is satisfied. The most significant potential impact to banking entities relates to less prescriptive derecognition requirements on the sale of owned real estate properties. An entity may elect either a full retrospective or a modified retrospective application. ASU No. 2015-14 - Revenue from Contracts with Customers (Topic 606), defers the effective date to annual and interim periods beginning after December 15, 2017. 78 Effective Date and Financial Statement Impact The Company intends to adopt the Update for the first quarter of 2018 and is in the process of assessing the impact on its financial statements. The Update is effective beginning January 1, 2016 and will not have a material impact on the Company's financial statements. The Update is effective beginning January 1, 2016 and will not have a material impact on the Company's financial statements. The Update is effective beginning January 1, 2016 and will not have a material impact on the Company's financial statements. The Update is effective beginning January 1, 2016 and will not have a material impact on the Company's financial statements. The Company intends to adopt the Update for the first quarter of 2018. Adoption is not anticipated to have a material impact on the Company's financial statements. Note 2: Acquisition Business Combination On January 13, 2015 Webster Bank completed its acquisition of the health savings account business of JPMorgan Chase Bank, N.A. As a result of the acquisition, the Company became the leading administrator of health savings accounts on a nationwide basis. The acquisition significantly augments a source of stable, low cost, long duration deposits. The acquisition-date fair value of the consideration transferred consisted of the following: (In thousands) Cash Contingent consideration (1) Total net consideration transferred At January 13, 2015 $ $ 50,485 (5,000) 45,485 (1) The contingent consideration entitles the Company to receive a rebate of the premium paid for account attrition that occurs during the eighteen-month period beginning on January 13, 2015, the closing date of the transaction. The following table summarizes the estimated fair values of the assets acquired and liabilities assumed at the acquisition date: (In thousands) Cash Intangible assets Total identifiable assets acquired Deposits Contingent liability (1) Total liabilities assumed Net identifiable assets acquired Goodwill Net assets acquired At January 13, 2015 1,446,898 43,000 1,489,898 1,446,899 6,000 1,452,899 36,999 8,486 45,485 $ $ $ $ $ $ (1) The contingent liability represents an obligation that existed at the acquisition date. Accordingly, Webster assumed the contingent liability as part of the transaction and has accounted for it at fair value. The fair value of the acquired identifiable intangible assets includes a core deposit intangible and customer relationships. Refer to Note 7: Goodwill and Other Intangible Assets for additional information relating to the initial amounts of goodwill and other intangible assets recognized. Refer to Note 16: Fair Value Measurements for additional information on the valuation assumptions related to the contingent consideration and contingent liability recorded. Asset Purchase In December 2015, the Company negotiated an agreement with Citigroup Inc. to assume 17 banking center leases located in the greater Boston market and to purchase the related leasehold improvements. At December 31, 2015, the Company had finalized, with the lessors, the terms of 16 of the 17 leases. The transaction which closed in 2016, did not include the purchase of loans or deposits, significantly increases Webster Bank's Community Banking presence in the Boston market. There was no impact to the Company's financial statements in 2015; however, refer to Note 20: Commitments and Contingencies for information regarding the impact relating to future minimum rental payments. 79 Note 3: Investment Securities A Summary of the amortized cost and fair value of investment securities is presented below: (In thousands) Available-for-sale: U.S. Treasury Bills Agency collateralized mortgage obligations (“agency CMO”) Agency mortgage-backed securities (“agency MBS”) Agency commercial mortgage- backed securities (“agency CMBS”) Non-agency commercial mortgage-backed securities ("non- agency CMBS") Collateralized loan obligations ("CLO") Single issuer trust preferred securities Corporate debt securities Equities - financial institutions At December 31, 2015 2014 Amortized Cost Unrealized Gains Unrealized Losses Fair Value Amortized Cost Unrealized Gains Unrealized Losses Fair Value $ 924 $ — $ — $ 924 $ 525 $ — $ — $ 525 546,168 5,532 (2,946) 548,754 543,417 8,636 (1,065) 550,988 1,075,941 6,459 (17,291) 1,065,109 1,030,724 10,462 (12,668) 1,028,518 215,670 639 (959) 215,350 80,400 — (134) 80,266 574,686 7,485 (2,905) 579,266 534,631 18,885 (123) 553,393 431,837 592 (3,270) 429,159 426,269 482 (1,017) 425,734 42,168 104,031 3,499 — 2,290 — (4,998) 37,170 — 106,321 (921) 2,578 41,981 106,520 3,500 — 3,781 2,403 (3,736) 38,245 — — 110,301 5,903 Total available-for-sale $ 2,994,924 $ 22,997 $ (33,290) $ 2,984,631 $ 2,767,967 $ 44,649 $ (18,743) $ 2,793,873 Held-to-maturity: Agency CMO Agency MBS Agency CMBS Municipal bonds and notes Non-agency CMBS Private Label MBS $ 407,494 $ 3,717 $ (2,058) $ 409,153 $ 442,129 $ 6,584 $ (739) $ 447,974 2,030,176 38,813 (19,908) 2,049,081 2,134,319 57,196 (11,340) 2,180,175 686,086 435,905 360,018 3,373 4,253 12,019 5,046 46 (325) (417) 690,014 447,507 (2,704) 362,360 — 3,419 578,687 373,211 338,723 5,886 1,597 15,138 9,428 100 (1,143) 579,141 (55) 388,294 (1,015) 347,136 — 5,986 Total held-to-maturity $ 3,923,052 $ 63,894 $ (25,412) $ 3,961,534 $ 3,872,955 $ 90,043 $ (14,292) $ 3,948,706 Other-Than-Temporary Impairment The balance of OTTI, included in the amortized cost columns above, is related to certain CLO securities that are considered Covered Funds as defined by Section 619 of the Dodd-Frank Act, which continue to decline due to CLO deal refinancing and modifications. To the extent that changes occur in interest rates, credit movements, and other factors that impact fair value and expected recovery of amortized cost of its investment securities, the Company may be required to record a charge for OTTI in future periods. The following table presents the changes in OTTI: (In thousands) Beginning balance Reduction for securities sold or called Additions for OTTI not previously recognized Ending balance Years ended December 31, 2015 2014 2013 $ $ 3,696 $ 16,633 $ 10,460 (518) 110 (14,082) 1,145 (1,104) 7,277 3,288 $ 3,696 $ 16,633 80 Fair Value and Unrealized Losses The following tables provide information on fair value and unrealized losses for the individual securities with an unrealized loss, aggregated by investment security type and length of time that the individual securities have been in a continuous unrealized loss position: (Dollars in thousands) Available-for-sale: Agency CMO Agency MBS Agency CMBS Non-agency CMBS CLO Single issuer trust preferred securities Equities-financial institutions Total available-for-sale in an unrealized loss position Held-to-maturity: Agency CMO Agency MBS Agency CMBS Municipal bonds and notes Non-agency CMBS At December 31, 2015 Less Than Twelve Months Twelve Months or Longer Fair Value Unrealized Losses Fair Value Unrealized Losses # of Holdings Total Fair Value Unrealized Losses $ 195,369 $ (2,195) $ 26,039 $ (751) 481,839 124,241 276,330 211,515 4,087 2,578 (6,386) 351,911 (10,905) (959) (2,879) (2,709) (128) (921) — 19,382 15,708 33,083 — — (26) (561) (4,870) — 14 84 7 29 13 8 1 $ 221,408 $ (2,946) 833,750 124,241 295,712 227,223 37,170 2,578 (17,291) (959) (2,905) (3,270) (4,998) (921) $ 1,295,959 $ (16,177) $ 446,123 $ (17,113) 156 $ 1,742,082 $ (33,290) $ 143,364 $ (1,304) $ 27,928 $ (754) 551,918 110,864 29,034 142,382 (7,089) 470,828 (12,819) (325) (130) (1,983) — 13,829 30,129 — (287) (721) 13 87 7 27 18 $ 171,292 $ (2,058) 1,022,746 (19,908) 110,864 42,863 172,511 (325) (417) (2,704) Total held-to-maturity in an unrealized loss position $ 977,562 $ (10,831) $ 542,714 $ (14,581) 152 $ 1,520,276 $ (25,412) (Dollars in thousands) Available-for-sale: Agency CMO Agency MBS Agency CMBS Non-agency CMBS CLO Single issuer trust preferred securities Equities-financial institutions Total available-for-sale in an unrealized loss position Held-to-maturity: Agency CMO Agency MBS Agency CMBS Municipal bonds and notes Non-agency CMBS Total held-to-maturity in an unrealized loss position At December 31, 2014 Less Than Twelve Months Twelve Months or Longer Fair Value Unrealized Losses Fair Value Unrealized Losses # of Holdings Total Fair Value Unrealized Losses $ 47,217 $ (240) $ 35,968 $ (825) 3,691 80,266 24,932 99,221 4,150 — (18) (134) (117) (1,017) (36) — 641,355 (12,650) — 9,396 — — (6) — 34,095 (3,700) — — 259,477 $ (1,562) $ 720,814 $ (17,181) 52,172 $ (187) $ 24,942 $ (552) 20,791 324,394 5,341 13,003 (86) 608,568 (11,254) (1,143) (23) (30) — 3,074 65,913 — (32) (985) $ $ $ 415,701 $ (1,469) $ 702,497 $ (12,823) 8 64 4 4 6 8 — 94 6 44 17 15 7 89 $ 83,185 $ (1,065) 645,046 (12,668) 80,266 34,328 99,221 38,245 — (134) (123) (1,017) (3,736) — 980,291 $ (18,743) 77,114 $ (739) 629,359 324,394 8,415 78,916 (11,340) (1,143) (55) (1,015) $ $ $ 1,118,198 $ (14,292) 81 Impairment Analysis The following impairment analysis by investment security type, summarizes the basis for evaluating if investment securities within the Company’s available-for-sale and held-to-maturity portfolios are other-than-temporarily impaired. Unless otherwise noted for an investment security type, management does not intend to sell these investments and has determined, based upon available evidence, that it is more likely than not that the Company will not be required to sell these securities before the recovery of their amortized cost. As such, based on the following impairment analysis the Company does not consider these securities to be other- than-temporarily impaired at December 31, 2015. Available-for-Sale Securities Agency CMO. There were unrealized losses of $2.9 million on the Company’s investment in agency CMO at December 31, 2015, compared to $1.1 million at December 31, 2014. Unrealized losses increased due to higher market rates which resulted in lower security prices since December 31, 2014. The contractual cash flows for these investments are performing as expected, and there has been no change in the underlying credit quality. Agency MBS. There were unrealized losses of $17.3 million on the Company’s investment in residential mortgage-backed securities issued by government agencies at December 31, 2015, compared to $12.7 million at December 31, 2014. Unrealized losses increased due to higher market rates which resulted in lower security prices since December 31, 2014. These investments are issued by a government or government sponsored agency and therefore, are backed by certain government guarantees, either direct or indirect. There has been no change in the credit quality, and the contractual cash flows are performing as expected. Agency CMBS. There were unrealized losses of $1.0 million on the Company's investment in commercial mortgage-backed securities issued by government agencies at December 31, 2015, compared to $0.1 million at December 31, 2014. Unrealized losses increased due to higher market rates which resulted in lower security prices since December 31, 2014. Non-agency CMBS. There were unrealized losses of $2.9 million on the Company’s investment in non-agency commercial mortgage-backed securities at December 31, 2015, compared to $0.1 million at December 31, 2014. Unrealized losses increased due to higher market rates which resulted in lower security prices since December 31, 2014. Internal and external metrics are considered when evaluating potential OTTI. Internal stress tests are performed on individual bonds to monitor potential losses under stress scenarios. Contractual cash flows for the bonds continue to perform as expected. CLO. There were unrealized losses of $3.3 million on the Company’s investments in CLO at December 31, 2015 compared to $1.0 million unrealized losses at December 31, 2014. Unrealized losses increased due to higher market spreads for the asset class which resulted in lower security prices since December 31, 2014. Internal stress tests are performed on individual bonds to monitor potential losses under stress scenarios. Single issuer trust preferred securities. There were unrealized losses of $5.0 million on the Company's investment in single issuer trust preferred securities at December 31, 2015, compared to $3.7 million at December 31, 2014. Unrealized losses increased due to higher market spreads which resulted in lower security prices since December 31, 2014. The single issuer portfolio consists of four investments issued by three large capitalization money center financial institutions, which continue to service the debt. The Company performs periodic credit reviews of the issuer to assess the likelihood for ultimate recovery of amortized cost. Equities - financial institutions. There were $0.9 million unrealized losses on the Company’s investment in equities - financial institutions at December 31, 2015 compared to no unrealized losses at December 31, 2014. Held-to-Maturity Securities Agency CMO. There were unrealized losses of $2.1 million on the Company’s investment in agency CMO at December 31, 2015, compared to $0.7 million at December 31, 2014. Unrealized losses increased due to higher market rates which resulted in lower security prices since December 31, 2014. The contractual cash flows for these investments are performing as expected, and there has been no change in the underlying credit quality. Agency MBS. There were unrealized losses of $19.9 million on the Company’s investment in residential mortgage-backed securities issued by government agencies at December 31, 2015, compared to $11.3 million at December 31, 2014. Unrealized losses increased due to higher market rates which resulted in lower security prices since December 31, 2014. These investments are issued by a government or government sponsored agency and therefore, are backed by certain government guarantees, either direct or indirect. There has been no change in the credit quality, and the contractual cash flows are performing as expected. Agency CMBS. There were unrealized losses of $0.3 million on the Company’s investment in commercial mortgage-backed securities issued by government agencies at December 31, 2015, compared to $1.1 million at December 31, 2014. Unrealized losses decreased due to security seasoning which resulted in higher security prices since December 31, 2014. 82 Municipal bonds and notes. There were unrealized losses of $417 thousand on the Company’s investment in municipal bonds and notes at December 31, 2015, compared to $55 thousand at December 31, 2014, as market rates were essentially unchanged. The Company performs periodic credit reviews of the issuers and the securities are currently performing as expected. Non-agency CMBS. There were unrealized losses of $2.7 million on the Company’s investment in non-agency commercial mortgage-backed securities at December 31, 2015, compared to $1.0 million unrealized losses at December 31, 2014. Unrealized losses increased due to higher market rates which resulted in lower security prices since December 31, 2014. Internal and external metrics are considered when evaluating potential OTTI. Internal stress tests are performed on individual bonds to monitor potential losses under stress scenarios. Sales of Available-for Sale Securities The following table provides information on sales of available-for-sale securities: (In thousands) Proceeds from sales Gross realized gains on sales Gross realized losses on sales Gain on sale of investment securities, net Contractual Maturities $ $ $ 2015 Years ended December 31, 2014 126,580 $ $ 95,101 2013 57,804 1,029 420 609 $ $ 7,268 1,769 5,499 $ $ 2,847 2,135 712 The amortized cost and fair value of debt securities by contractual maturity are set forth below: (In thousands) Due in one year or less Due after one year through five years Due after five through ten years Due after ten years Total debt securities At December 31, 2015 Available-for-Sale Held-to-Maturity Amortized Cost Fair Value Amortized Cost Fair Value $ $ 35,660 35,941 $ 101,313 99,028 433,733 435,444 2,421,012 2,411,347 2,991,425 $ 2,982,053 $ 320 $ 323 34,880 50,534 3,875,797 $ 3,923,052 $ 3,961,534 33,940 48,818 3,839,974 For the maturity schedule above, mortgage-backed securities and collateralized loan obligations, which 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 maturity date presentation because borrowers have the right to prepay obligations with or without prepayment penalties. At December 31, 2015, the Company had a carrying value of $961.6 million in callable securities in its CMBS, CLO, and municipal bond portfolios. The Company considers these factors in the evaluation of its interest rate risk profile. These maturities do not reflect actual duration which is impacted by prepayment. Securities with a carrying value totaling $2.6 billion at December 31, 2015 and $2.9 billion at December 31, 2014 were pledged to secure public funds, trust deposits, repurchase agreements, and for other purposes, as required or permitted by law. Note 4: Loans and Leases The following table summarizes loans and leases: (In thousands) Residential Consumer Commercial Commercial Real Estate Equipment Financing Loans and leases (1)(2) At December 31, 2015 4,061,001 2,702,560 4,315,999 3,991,649 600,526 15,671,735 $ $ 2014 3,509,175 2,549,401 3,749,270 3,554,428 537,751 13,900,025 $ $ (1) Loan and lease balances include net deferred fees and unamortized premiums of $18.0 million and $10.6 million at December 31, 2015 and December 31, 2014, respectively. (2) Accrued interest of $43.1 million and $38.4 million at December 31, 2015 and December 31, 2014, respectively, are not included in the loan and lease balances. 83 At December 31, 2015, the Company had pledged $6.1 billion of eligible loans as collateral to support available borrowing capacity at the Federal Home Loan Bank of Boston and the Federal Reserve Bank of Boston. Loans and Leases Portfolio Aging The following tables summarize the aging of loans and leases: (In thousands) Residential Consumer: Home equity Other consumer Commercial: Commercial non-mortgage Asset-based Commercial real estate: Commercial real estate Commercial construction Equipment financing Total (In thousands) Residential (2) Consumer: Home equity Other consumer Commercial: Commercial non-mortgage Asset-based Commercial real estate: Commercial real estate Commercial construction Equipment financing Total At December 31, 2015 30-59 Days Past Due and Accruing 60-89 Days Past Due and Accruing 90 or More Days Past Due and Accruing Non-accrual Total Past Due and Non- accrual(1) Current Total Loans and Leases $ 10,365 $ 4,703 $ 2,029 $ 54,201 $ 71,298 $ 3,989,703 $ 4,061,001 9,061 1,390 768 — 4,242 615 3,288 — — — 22 — 37,337 560 27,037 — 50,640 2,565 2,402,758 246,597 2,453,398 249,162 31,115 — 3,531,669 753,215 3,562,784 753,215 1,624 — 543 23,751 $ 625 — 59 13,532 $ $ — — — 2,051 $ 16,767 3,461 706 140,069 $ 19,016 3,461 1,308 3,692,424 3,673,408 299,225 295,764 600,526 599,218 179,403 $ 15,492,332 $ 15,671,735 At December 31, 2014 30-59 Days Past Due and Accruing 60-89 Days Past Due and Accruing 90 or More Days Past Due and Accruing Non-accrual Total Past Due and Non-accrual (1) Current Total Loans and Leases $ 11,410 $ 5,840 $ 2,039 $ 64,117 $ 83,406 $ 3,425,769 $ 3,509,175 11,393 704 1,948 — 5,076 410 153 — — — 48 — 40,026 281 $ 56,495 1,395 2,417,275 74,236 2,473,770 75,631 6,449 — 8,598 — 3,079,342 661,330 3,087,940 661,330 2,325 — 551 28,331 $ 392 — 150 12,021 $ $ — — — 2,087 $ 15,038 3,659 578 130,148 $ 17,755 3,659 1,279 3,320,407 3,302,652 234,021 230,362 537,751 536,472 172,587 $ 13,727,438 $ 13,900,025 (1) Loans and leases 30 days or more days past due and accruing exclude $0.6 million and $0.5 million of accrued interest receivable at December 31, 2015 and December 31, 2014, respectively. (2) U.S. Government guaranteed loans of approximately $2.0 million were reclassified from non-accrual to over 90 days past due and accruing reflective of a policy change effective in the first quarter of 2015. Interest on non-accrual loans and leases that would have been recorded as additional interest income for the years ended December 31, 2015, 2014, and 2013, had the loans and leases been current in accordance with their original terms, totaled $8.2 million, $9.3 million, and $11.4 million, respectively. 84 Allowance for Loan and Lease Losses The following tables summarize the activity in, as well as the loan and lease balances that were evaluated for, the ALLL: Loans and leases $ 4,061,001 $ 2,702,560 $ 4,315,999 $ 3,991,649 $ 134,448 $ 48,425 $ 56,581 $ 39,295 $ 3,926,553 2,654,135 4,259,418 3,952,354 422 $ 279,171 600,104 15,392,564 600,526 $ 15,671,735 At or for the Year ended December 31, 2015 Residential Consumer Commercial Commercial Real Estate Equipment Financing Total 25,452 $ 6,057 (6,508) 875 25,876 $ 10,364 $ 15,512 $ 43,518 $ 11,847 (17,679) 4,366 42,052 $ 3,477 $ 38,575 $ 52,114 $ 23,356 (11,522) 2,738 66,686 $ 5,197 $ 61,489 $ 32,102 $ 9,718 (7,578) 647 34,889 $ 3,163 $ 31,726 $ 6,078 $ (1,678) (273) 1,360 5,487 $ 3 $ 5,484 $ 159,264 49,300 (43,560) 9,986 174,990 22,204 152,786 At or for the Year ended December 31, 2014 Residential Consumer Commercial Commercial Real Estate Equipment Financing Total 23,027 $ 7,315 (6,214) 1,324 25,452 $ 12,094 $ 13,358 $ 41,951 $ 17,224 (20,712) 5,055 43,518 $ 4,237 $ 39,281 $ 51,001 $ 10,412 (13,668) 4,369 52,114 $ 2,710 $ 49,404 $ 32,408 $ 2,046 (3,237) 885 32,102 $ 6,232 $ 25,870 $ 4,186 $ 253 (595) 2,234 6,078 $ 28 $ 6,050 $ 152,573 37,250 (44,426) 13,867 159,264 25,301 133,963 (In thousands) Allowance for loan and lease losses: Balance at January 1, 2015 Provision (benefit) charged to expense Losses charged off Recoveries Balance at December 31, 2015 Individually evaluated for impairment Collectively evaluated for impairment Loan and lease balances: Individually evaluated for impairment Collectively evaluated for impairment $ $ $ $ $ (In thousands) Allowance for loan and lease losses: Balance at January 1, 2014 Provision (benefit) charged to expense Losses charged off Recoveries Balance at December 31, 2014 Individually evaluated for impairment Collectively evaluated for impairment Loan and lease balances: Individually evaluated for impairment Collectively evaluated for impairment $ $ $ $ $ Loans and leases $ 3,509,175 $ 2,549,401 $ 3,749,270 $ 3,554,428 $ 141,982 $ 50,249 $ 36,176 $ 101,817 $ 3,367,193 2,499,152 3,713,094 3,452,611 632 $ 330,856 537,119 13,569,169 537,751 $ 13,900,025 (In thousands) Allowance for loan and lease losses: Balance at January 1, 2013 Provision (benefit) charged to expense Losses charged off Recoveries Balance at December 31, 2013 Individually evaluated for impairment Collectively evaluated for impairment Loan and lease balances: Individually evaluated for impairment Collectively evaluated for impairment $ $ $ $ $ At or for the Year ended December 31, 2013 Residential Consumer Commercial Commercial Real Estate Equipment Financing Total 32,030 $ 1,187 (11,592) 1,402 23,027 $ 10,535 $ 12,492 $ 56,995 $ 7,808 (29,037) 6,185 41,951 $ 4,595 $ 37,356 $ 50,562 $ 14,442 (19,126) 5,123 51,001 $ 1,878 $ 49,123 $ 33,210 $ 12,975 (15,425) 1,648 32,408 $ 3,445 $ 28,963 $ 4,332 $ (2,912) (279) 3,045 4,186 $ — $ 4,186 $ 177,129 33,500 (75,459) 17,403 152,573 20,453 132,120 142,413 $ 52,092 $ 52,018 $ 104,808 $ 3,219,012 2,484,596 3,230,833 2,953,554 210 $ 351,541 460,240 12,348,235 460,450 $ 12,699,776 Loans and leases $ 3,361,425 $ 2,536,688 $ 3,282,851 $ 3,058,362 $ 85 Impaired Loans and Leases The following tables summarize impaired loans and leases: (In thousands) Residential: 1-4 family Consumer: Home equity Commercial: Commercial non-mortgage Commercial real estate: Commercial real estate Commercial construction Equipment financing Total (In thousands) Residential: 1-4 family Consumer: Home equity Commercial: Commercial non-mortgage Commercial real estate: Commercial real estate Commercial construction Equipment financing Total At December 31, 2015 Unpaid Principal Balance Total Recorded Investment (1) Recorded Investment No Allowance Recorded Investment With Allowance Related Valuation Allowance $ 148,144 $ 134,448 $ 23,024 $ 111,424 $ 10,364 56,680 48,425 25,130 23,295 67,116 56,581 31,600 24,981 36,980 7,010 612 316,542 $ 33,333 5,962 422 279,171 $ $ 9,204 5,939 328 95,225 $ 24,129 23 94 183,946 $ 3,477 5,197 3,160 3 3 22,204 At December 31, 2014 Unpaid Principal Balance Total Recorded Investment (1) Recorded Investment No Allowance Recorded Investment With Allowance Related Valuation Allowance $ 157,152 $ 141,982 $ 24,335 $ 117,647 $ 12,094 60,424 50,249 26,432 23,817 41,019 36,176 15,998 20,178 99,687 7,218 629 366,129 $ 95,656 6,161 632 330,856 $ 40,306 5,940 — 113,011 $ $ 55,350 221 632 217,845 $ 4,237 2,710 6,222 10 28 25,301 (1) Total recorded investment of impaired loans and leases exclude $1.7 million and $1.4 million of accrued interest receivable at December 31, 2015 and December 31, 2014, respectively. 86 1,954 1,724 — — — — 3,678 (In thousands) Residential Consumer Commercial Commercial real estate: Commercial real estate Commercial construction Equipment financing The following table summarizes the average recorded investment and interest income recognized for impaired loans and leases: Years ended December 31, Average Recorded Investment $ 138,215 $ 49,337 46,379 2015 Accrued Interest Income Cash Basis Interest Income 4,473 $ 1,451 1,319 1,139 1,099 — Average Recorded Investment $ 142,198 $ 51,171 44,097 2014 Accrued Interest Income Cash Basis Interest Income 4,644 $ 1,484 2,326 1,221 1,203 — Average Recorded Investment $ 144,325 $ 53,318 60,558 2013 Accrued Interest Income Cash Basis Interest Income 4,119 $ 1,003 2,889 64,495 1,165 — 93,209 3,429 — 105,676 4,476 Total $ 305,015 $ 6,062 527 133 16 8,557 $ — — 2,238 8,381 421 $ 339,477 $ 269 28 12,180 $ — — 2,424 15,254 1,284 $ 380,415 $ 620 22 13,129 $ Credit Quality Indicators. To measure credit risk for the commercial, commercial real estate, and equipment financing portfolios, the Company employs a dual grade credit risk grading system for estimating the probability of borrower default and the loss given default. The credit risk grade system assigns a rating to each borrower and to the facility, which together form a Composite Credit Risk Profile (“CCRP”). 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 CCRP has 10 grades, with each grade corresponding to a progressively greater risk of default. Grades 1 through 6 are considered pass ratings, and 7 through 10 are criticized as defined by the regulatory agencies. Risk ratings, assigned to differentiate risk within the portfolio, are reviewed on an ongoing basis and revised to reflect changes in the borrowers’ current financial positions and outlooks, risk profiles, and the related collateral and structural positions. Loan officers review updated financial information 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. A “Special Mention” (7) credit has the potential weakness that, if left uncorrected, may result in deterioration of the repayment prospects for the asset. “Substandard” (8) assets have a well defined weakness that jeopardizes the full repayment of the debt. An asset rated “Doubtful” (9) has all of the same weaknesses as a substandard credit with the added characteristic that the weakness makes collection or liquidation in full, given current facts, conditions, and values, improbable. Assets classified as “Loss” (10) in accordance with regulatory guidelines are considered uncollectible and charged off. The following table summarize commercial, commercial real estate and equipment financing loans and leases segregated by risk rating exposure: (In thousands) (1) - (6) Pass (7) Special Mention (8) Substandard (9) Doubtful Total Commercial Commercial Real Estate Equipment Financing At December 31, 2015 4,023,255 $ At December 31, 2014 3,545,218 $ At December 31, 2015 3,857,019 $ At December 31, 2014 3,408,128 $ At December 31, 2015 At December 31, 2014 $ 586,445 $ 516,116 70,904 220,389 1,451 88,777 115,106 169 55,030 79,289 311 33,453 112,354 493 1,628 12,453 — 4,364 17,271 — $ 4,315,999 $ 3,749,270 $ 3,991,649 $ 3,554,428 $ 600,526 $ 537,751 For residential and consumer loans, the Company considers factors such as past due status, updated FICO scores, employment status, home prices, loan to value, geography, loans discharged in bankruptcy, and the status of first lien position loans on second lien position loans as credit quality indicators. On an ongoing basis for portfolio monitoring purposes, the Company estimates the current value of property secured as collateral for both home equity and residential first mortgage lending products. The estimate is based on home price indices compiled by the S&P/Case-Shiller Home Price Indices. The Case-Shiller data indicates trends for Metropolitan Statistical Areas. The trend data is applied to the loan portfolios taking into account the age of the most recent valuation and geographic area. 87 Troubled Debt Restructurings The following table summarizes information for TDRs: (Dollars in thousands) Accrual status Non-accrual status Total recorded investment of TDRs (1) Accruing TDRs performing under modified terms more than one year Specific reserves for TDRs included in the balance of allowance for loan and lease losses Additional funds committed to borrowers in TDR status At December 31, 2015 171,784 100,906 272,690 55.0% 21,405 1,133 $ $ $ 2014 241,855 76,939 318,794 67.5% 23,785 552 $ $ $ (1) Total recorded investment of TDRs exclude $1.1 million and $1.4 million at December 31, 2015 and December 31, 2014, respectively, of accrued interest receivable. For years ended December 31, 2015, 2014 and 2013, Webster charged off $11.8 million, $13.5 million, and $24.4 million, respectively, for the portion of TDRs deemed to be uncollectible. TDRs may be modified by means of extended maturity, below market adjusted interest rates, a combination of rate and maturity, or other means, including covenant modifications, forbearance, loans discharged under Chapter 7 bankruptcy, or other concessions. The following table provides information on the type of concession for loans and leases modified as TDRs: (Dollars in thousands) Residential: Extended Maturity Adjusted Interest rates Combination Rate and Maturity Other (2) Consumer: Extended Maturity Adjusted Interest rates Combination Rate and Maturity Other (2) Commercial: Extended Maturity Adjusted Interest rates Combination Rate and Maturity Other (2) Commercial real estate: Extended Maturity Combination Rate and Maturity Other (2) Equipment Financing Extended Maturity Total Years ended December 31, 2015 2014 2013 Number of Loans and Leases Post- Modification Recorded Investment(1) Number of Loans and Leases Post- Modification Recorded Investment(1) Number of Loans and Leases Post- Modification Recorded Investment(1) 27 $ 3 26 30 12 — 12 68 3 1 7 20 1 1 1 4,909 573 5,315 4,366 1,012 — 945 3,646 254 24 5,361 22,048 315 42 405 27 $ 3 22 55 19 1 6 90 7 1 22 6 — 2 — — 212 $ — 49,215 1 262 $ 3,547 448 4,220 11,791 944 51 411 4,931 422 25 1,212 7,431 — 11,106 — 492 47,031 27 $ 8 45 44 24 4 14 100 3 — 22 4 3 6 1 — 305 $ 5,219 2,759 8,264 9,497 1,159 154 1,504 4,247 7,525 — 1,083 4,603 226 15,520 68 — 61,828 (1) Post-modification balances approximate pre-modification balances. The aggregate amount of charge-offs as a result of the restructurings was not significant. (2) Other includes covenant modifications, forbearance, loans discharged under Chapter 7 bankruptcy, and/or other concessions. 88 The following table provides information on loans and leases modified as TDRs within the previous 12 months and for which there was a payment default during the periods presented: (Dollars in thousands) Residential Consumer Commercial Commercial real estate Total Years ended December 31, 2015 2014 2013 Number of Loans and Leases 1 1 — — 2 $ $ Recorded Investment 55 3 — — 58 Number of Loans and Leases 7 2 — — 9 $ $ Recorded Investment 1,494 24 — — 1,518 Number of Loans and Leases 9 4 1 — 14 $ $ Recorded Investment 1,201 339 47 — 1,587 The recorded investment of TDRs in commercial, commercial real estate, and equipment financing segregated by risk rating exposure is as follows: (In thousands) (1) - (6) Pass (7) Special Mention (8) Substandard (9) Doubtful Total At December 31, 2015 2014 12,970 2,999 72,132 1,717 89,818 $ $ 40,734 8,275 77,211 343 126,563 $ $ Note 5: Transfers of Financial Assets and Mortgage Servicing Assets Transfers of Financial Assets The Company sells financial assets in the normal course of business, primarily residential mortgage loans sold to government- sponsored enterprises through established programs and securities. The gain or loss on residential mortgage loans sold is included as mortgage banking activities in the accompanying Consolidated Statements of Income. The Company may be required to repurchase a loan in the event of certain breaches of the representations and warranties, or in the event of default of the borrower within 90 days of sale, as provided for in the sale agreements. A reserve for loan repurchases provides for estimated losses pertaining to the potential repurchase of loans associated with the Company's mortgage banking activities. The reserve reflects management’s monthly evaluation of the identity of counterparty, the vintage of the loans sold, the amount of open repurchase requests, specific loss estimates for each open request, the current level of loan losses in similar vintages held in the residential loan portfolio, and estimated recoveries on the underlying collateral. The reserve also reflects management’s expectation of losses from repurchase requests for which the Company has not yet been notified, as the performance of loans sold and the quality of the servicing provided by the acquirer may also impact the reserve. The provision recorded at the time of the loan sale is netted from the gain or loss recorded in mortgage banking activities, while any incremental provision, post loan sale, is recorded in other non-interest expense in the accompanying Consolidated Statements of Income. The following table provides a summary of activity in the reserve for loan repurchases: Years ended December 31, 2014 2013 2015 $ $ 1,059 133 — 1,192 $ $ 2,254 (493) (702) 1,059 $ $ 2,617 1,209 (1,572) 2,254 (In thousands) Beginning balance Provision (benefit) Loss on repurchased loans and settlements Ending balance 89 The following table provides information for mortgage banking activities: (In thousands) Residential mortgage loans: Proceeds from the sale of loans held for sale Net gain on sale Loans sold with servicing rights retained Commercial loans: Proceeds from the sale of loans held for sale Net gain (loss) on sale Years ended December 31, 2014 2015 (1) 2013 $ 452,590 7,795 416,277 $ 287,132 4,070 264,292 $ 773,887 16,359 690,300 729 145 — — 12,771 (229) (1) Additionally, certain consumer loans not originated for sale were sold at cost for cash proceeds of $32.9 million. Mortgage Servicing Assets The Company has retained servicing rights on residential mortgage loans totaling $2.5 billion and $2.4 billion at December 31, 2015 and 2014, respectively. The resulting mortgage servicing assets of $20.7 million and $19.4 million at December 31, 2015 and 2014, respectively, are carried at the lower of cost or fair value and are included as a component of other assets in the accompanying Consolidated Balance Sheets. Changes in fair value are included as a component of other non-interest income in the accompanying Consolidated Statements of Income. The following table presents the changes in fair value for those mortgage servicing assets: (In thousands) Beginning balance Originations of servicing assets Changes in fair value: Due to payoffs/paydowns Due to market changes Ending balance Years ended December 31, 2015 2014 $ $ 28,690 8,027 (2,741) (408) 33,568 $ $ 29,150 4,581 (2,577) (2,464) 28,690 See Note 16: Fair Value Measurements for a further discussion on the fair value of mortgage servicing assets. Loan servicing fees, net of mortgage servicing rights amortization, were $1.5 million, $1.5 million, and $3.0 million, for the years ended December 31, 2015, 2014, and 2013, respectively, and are included as a component of loan related fees in the accompanying Consolidated Statements of Income. 90 Note 6: Premises and Equipment A summary of premises and equipment follows: (In thousands) Land Buildings and improvements Leasehold improvements Fixtures and equipment Data processing and software Total premises and equipment Less: Accumulated depreciation and amortization Premises and equipment, net At December 31, 2015 12,899 94,686 79,917 73,686 195,308 456,496 (327,070) 129,426 $ $ 2014 12,987 95,843 78,029 73,180 175,887 435,926 (313,993) 121,933 $ $ Depreciation and amortization of premises and equipment was $28.4 million, $27.9 million, and $31.1 million for the years ended December 31, 2015, 2014, and 2013, respectively. The following table provides a summary of activity for assets held for disposition: (In thousands) Beginning balance Additions Write-downs Sales Ending balance Years ended December 31, 2015 2014 $ $ 759 144 — (266) 637 $ $ 1,567 1,061 (432) (1,437) 759 91 Note 7: Goodwill and Other Intangible Assets The following table presents the carrying value for goodwill allocated by reportable segment: (In thousands) Balance at January 1, 2015 Goodwill acquired Balance at December 31, 2015 Community Banking HSA Bank Total Goodwill $ $ 516,560 $ 13,327 $ 529,887 — 8,486 8,486 516,560 $ 21,813 $ 538,373 The goodwill arising from the HSA Bank acquisition is attributable primarily to expected synergies of the business combination. The full amount of goodwill recorded in the current period is expected to be deductible for income tax purposes. The gross carrying amount and accumulated amortization of core deposit intangibles ("CDI") and customer relationships included in the reportable segments are as follows: (In thousands) Community Banking, CDI HSA Bank: CDI Customer relationships Total HSA Bank Total other intangible assets $ At December 31, 2015 2014 Gross Carrying Amount Accumulated Amortization Net Carrying Amount Gross Carrying Amount Accumulated Amortization Net Carrying Amount $ 49,420 $ (48,277) $ 1,143 $ 49,420 $ (46,754) $ 2,666 22,000 21,000 43,000 92,420 $ (3,269) (1,548) (4,817) (53,094) $ 18,731 19,452 38,183 39,326 $ — — — 49,420 $ — — — (46,754) $ — — — 2,666 The intangibles arising from the HSA Bank acquisition were recorded at fair value, including CDI assets with an estimated useful life of 9 years and customer relationship intangible assets with an estimated useful life of 13 years. As of December 31, 2015, the remaining estimated aggregate future amortization expense for intangible assets is as follows: (In thousands) 2016 2017 2018 2019 2020 Thereafter $ 5,652 4,062 3,847 3,847 3,847 18,071 92 Note 8: Income Taxes Income tax expense reflects the following expense (benefit) components: (In thousands) Current: Federal State and local Total current Deferred: Federal State and local Total deferred Total federal Total state and local Income tax expense Years ended December 31, 2015 2014 2013 $ $ 98,442 11,047 109,489 $ 90,542 6,585 97,127 (7,279) (8,234) (15,513) (3,784) (1,370) (5,154) 91,163 2,813 93,976 $ 86,758 5,215 91,973 $ $ 62,042 3,572 65,614 10,760 739 11,499 72,802 4,311 77,113 The Company's income tax expense reflects the benefits of an operating loss carryforward of $3.0 million in 2015, and net tax credits of $2.1 million, $0.3 million, and $0.6 million for the years ended December 31, 2015, 2014, and 2013, respectively. The following table reflects a reconciliation of reported income tax expense to the amount that would result from applying the federal statutory rate of 35.0%: (Dollars in thousands) Income tax expense at federal statutory rate Reconciliation to reported income tax expense: State and local income taxes, net of federal benefit Tax-exempt interest income, net Decrease in valuation allowance applicable to net state deferred tax assets, net of federal effects Increase in cash surrender value of life insurance Other, net Years ended December 31, 2015 2014 2013 Amount Percent Amount Percent Amount Percent $ 105,111 35.0% $ 102,095 35.0% $ 89,799 35.0% 7,613 (7,117) (5,785) (4,557) (1,289) 2.5 (2.4) (1.9) (1.5) (0.4) 3,390 (7,335) — (4,612) (1,565) 1.2 (2.5) — (1.6) (0.6) 2,802 (8,517) — (4,819) (2,152) 1.1 (3.3) — (1.9) (0.8) Income tax expense and effective tax rate $ 93,976 31.3% $ 91,973 31.5% $ 77,113 30.1% Refundable income taxes totaling $56.6 million and $56.7 million at December 31, 2015 and 2014, respectively, are reflected in accrued interest receivable and other assets in the accompanying Consolidated Balance Sheets, and are largely attributable to federal carryback claims applicable to 2008 and 2009 losses. During 2015, the Internal Revenue Service (“IRS”) completed its examination of Webster and submitted its report to the U.S. congressional Joint Committee on Taxation (“JCT”). The JCT completed its review in late 2015, taking no exception to the conclusions reached by the IRS. The refunds, which include estimated non- contingent accrued interest income of $2.8 million and $1.0 million at December 31, 2015 and 2014, respectively, are anticipated to be received by the Company in early 2016. 93 The following table reflects the significant components of the deferred tax asset, net (“DTA”): (In thousands) Deferred tax assets: Allowance for loan and lease losses Net operating loss and credit carry forwards Compensation and employee benefit plans Net losses on derivative instruments Net unrealized loss on securities available for sale Other Gross deferred tax assets Valuation allowance Total deferred tax assets, net of valuation allowance Deferred tax liabilities: Net unrealized gain on securities available for sale Equipment-financing leases Deferred income on repurchase of debt Intangible assets Mortgage servicing assets Other Gross deferred tax liabilities Deferred tax asset, net At December 31, 2015 2014 $ $ $ $ 70,937 62,403 52,422 11,734 4,138 27,862 229,496 (74,918) 154,578 $ $ — $ 23,934 6,376 9,165 7,127 6,398 53,000 101,578 $ 65,288 64,561 47,748 12,637 — 27,300 217,534 (80,722) 136,812 10,288 21,930 8,502 9,242 7,230 5,747 62,939 73,873 The Company's DTA increased by $27.7 million during 2015, reflecting primarily the $15.5 million deferred tax benefit and a $14.3 million benefit allocated directly to shareholders equity. The $15.5 million deferred benefit included a $5.8 million reduction in the beginning-of-year valuation allowance applicable to state and local deferred tax assets. The $14.3 million benefit allocated to shareholders' equity included $13.3 million related to a reduction in valuations of available-for-sale securities during the year. The $74.9 million valuation allowance at December 31, 2015 consisted of $69.6 million attributable to net state deferred tax assets and $5.3 million to capital losses, deductible only to the extent of capital gains for federal tax purposes. The decrease in the valuation allowance includes: (i) a $1.0 million decrease applicable to capital losses; (ii) the $5.8 million reduction in the beginning- of-year valuation allowance noted above, applicable to a change in the Company’s estimated realizability of state deferred tax assets for which a full valuation allowance had been established at the beginning of the year, including $4.4 million applicable to future years; and (iii) a $1.0 million increase applicable to changes in net state deferred tax assets for which a full valuation allowance had been established at both the beginning and end of the year. Management believes it is more likely than not that Webster will realize its total deferred tax assets, net of the valuation allowance. Significant positive evidence exists in support of management’s conclusion regarding the realization of Webster's DTA, including: book-taxable income levels in recent years and projected future years; recoverable taxes paid in 2015 and 2014; and projected future reversals of existing taxable temporary differences. There can, however, be no assurance that any specific level of future income will be generated or that the Company’s DTA will ultimately be realized. Capital losses approximating $15.4 million at December 31, 2015 are scheduled to expire in varying amounts during tax years 2017 and 2018. A full valuation allowance has been established for the tax effect of these losses, as noted above. State net operating losses approximating $1.2 billion at December 31, 2015 are scheduled to expire in varying amounts during tax years 2021 through 2032, and credits, totaling $2.2 million at December 31, 2015, have a five-year carryover period, with excess credits subject to expiration annually. A valuation allowance of $58.0 million, net, has been established for those state net operating losses and credits not expected to be utilized, and is included in the valuation allowance attributable to net state deferred tax assets as noted above. A deferred tax liability of $21.4 million has not been recognized for certain thrift bad-debt reserves, established before 1988, that would become taxable upon the occurrence of certain events: distributions by Webster Bank in excess of certain earnings and profits; the redemption of Webster Bank’s stock; or a liquidation. Webster does not expect any of those events to occur. At December 31, 2015 and 2014 the cumulative taxable temporary differences applicable to those reserves approximated $58.0 million. 94 The following table reflects a reconciliation of the beginning and ending balances for unrecognized tax benefits (“UTBs”): (In thousands) Beginning balance Additions as a result of tax positions taken during the current year Additions as a result of tax positions taken during prior years Reductions as a result of tax positions taken during prior years Reductions relating to settlements with taxing authorities Reductions as a result of lapse of statute of limitations Ending balance Years ended December 31, 2015 2014 2013 $ $ 4,593 865 1,254 (247) (992) (379) 5,094 $ $ 3,109 956 1,031 — — (503) 4,593 $ $ 3,119 528 442 (460) — (520) 3,109 At December 31, 2015, 2014, and 2013, there are $3.3 million, $3.0 million, and $2.0 million, respectively, of UTBs that, if recognized, would affect the effective tax rate. Webster recognizes interest and penalties related to UTBs, where applicable, in income tax expense. During the years ended December 31, 2015, 2014, and 2013, Webster recognized interest and penalties totaling $1.1 million, $0.5 million, and $0.3 million, respectively. At December 31, 2015 and 2014, the Company had accrued interest and penalties related to UTBs of $2.5 million and $1.6 million, respectively. Webster has determined it is reasonably possible that its total UTBs could decrease by an amount in the range of $2.2 million to $3.4 million by the end of 2016, primarily as a result of potential settlements with state and local taxing authorities concerning tax-base and apportionment determinations. Webster is currently under, or subject to, examination by various taxing authorities. Federal tax returns for all years subsequent to 2009 are either under, or remain open to, examination. For Webster’s principal state tax jurisdictions, returns for years subsequent to the following are either under, or remain open to, examination: Massachusetts and Rhode Island 2010; Connecticut 2011; and New York 2012. 95 Note 9: Deposits A summary of deposits by type follows: (In thousands) Non-interest-bearing: Demand Interest-bearing: Checking Health savings accounts Money market Savings Time deposits Total interest-bearing Total deposits At December 31, 2015 2014 $ 3,713,063 $ 3,598,872 2,369,971 3,802,313 1,933,460 4,047,817 2,086,154 14,239,715 $ 17,952,778 2,155,047 1,824,799 1,908,522 3,892,778 2,271,587 12,052,733 $ 15,651,605 Time deposits and interest-bearing checking, included in above balances, obtained through brokers Time deposits, included in above balance, that meet or exceed the Federal Deposit Insurance Corporation limit Demand deposit overdrafts reclassified as loan balances $ 910,304 $ 651,725 542,206 1,356 533,980 1,655 The scheduled maturities of time deposits are as follows: $ At December 31, 2015 1,034,275 253,782 240,921 392,926 164,154 96 2,086,154 $ (In thousands) 2016 2017 2018 2019 2020 Thereafter Total time deposits 96 Note 10: Borrowings The following table summarizes securities sold under agreements to repurchase and other borrowings: (In thousands) Securities sold under agreements to repurchase: Original maturity of one year or less Original maturity of greater than one year, non-callable Total securities sold under agreements to repurchase Fed funds purchased Securities sold under agreements to repurchase and other borrowings At December 31, 2015 2014 $ 334,400 500,000 834,400 317,000 $ 1,151,400 $ 409,756 550,000 959,756 291,000 $ 1,250,756 Repurchase agreements are used as a source of borrowed funds and are collateralized by U.S. Government agency mortgage- backed securities which are delivered to broker/dealers. Repurchase agreements with counterparties are limited to primary dealers in government securities and commercial/municipal customers through Webster’s Treasury Sales desk. Dealer counterparties have the right to pledge, transfer, or hypothecate purchased securities during the term of the transaction. The Company has right of offset with respect to all repurchase agreement assets and liabilities. Total securities sold under agreements to repurchase represents the gross amount for these transactions, as only liabilities are outstanding for the periods presented. The following table provides information for Federal Home Loan Bank advances maturing: (Dollars in thousands) Within 1 year After 1 but within 2 years After 2 but within 3 years After 3 but within 4 years After 4 but within 5 years After 5 years Unamortized premiums Federal Home Loan Bank advances At December 31, 2015 2014 Total Outstanding 2,025,934 500 200,000 103,026 175,000 159,655 2,664,115 24 2,664,139 $ $ Weighted- Average Contractual Coupon Rate 0.55% 5.66 1.36 1.54 1.77 1.60 0.79% Total Outstanding 2,275,000 145,934 500 200,000 78,026 159,934 2,859,394 37 2,859,431 $ $ Weighted- Average Contractual Coupon Rate 0.23% 1.80 5.66 1.36 1.95 1.27 0.50% At December 31, 2015, Webster Bank had pledged loans and securities with an aggregate carrying value of $5.7 billion as collateral for borrowings, with a remaining borrowing capacity from the FHLB of approximately $1.2 billion. At December 31, 2014, Webster Bank had pledged loans and securities with an aggregate carrying value of $5.2 billion as collateral for borrowings, with a remaining borrowing capacity from the FHLB of approximately $0.7 billion. In addition, at December 31, 2015 and 2014 Webster Bank had an unused line of credit of approximately $5.0 million. At December 31, 2015 and 2014, Webster Bank was in compliance with FHLB collateral requirements. The following table summarizes long-term debt: (Dollars in thousands) 4.375% Senior fixed-rate notes due February 15, 2024 Junior subordinated debt Webster Statutory Trust I floating-rate notes due September 17, 2033 (1) Total notes and subordinated debt Unamortized discount on senior fixed-rate notes Long-term debt At December 31, 2015 2014 $ 150,000 77,320 227,320 (964) $ 226,356 $ 150,000 77,320 227,320 (1,083) $ 226,237 (1) The interest rate on Webster Statutory Trust I floating-rate notes, which varies quarterly based on 3-month LIBOR plus 2.95%, was 3.48% at December 31, 2015 and 3.19% at December 31, 2014. 97 Note 11: Shareholders' Equity Share activity during the year ended December 31, 2015 is as follows: Balance at January 1, 2015 Restricted share activity Stock options exercised Common stock repurchased Warrant exercise Series A conversion Balance at December 31, 2015 Common Stock Preferred Stock Series A 28,939 — — — — (28,939) — Preferred Stock Series E 5,060 — — — — — 5,060 Common Stock Issued 93,623,090 — — — 28,511 Treasury Stock Held 3,241,555 (377,598) (58,473) 350,000 — — (1,065,075) 2,090,409 93,651,601 Common Stock Outstanding 90,381,535 377,598 58,473 (350,000) 28,511 1,065,075 91,561,192 On December 6, 2012, Webster announced that its Board of Directors had authorized a $100 million common stock repurchase program under which shares may be repurchased from time to time in the open market or in privately negotiated transactions, subject to market conditions and other factors. Common stock repurchased during 2015 was acquired at an average cost of $35.90 per common share, which results in a remaining repurchase authority for the common stock repurchase program of $26.7 million at December 31, 2015. On June 8, 2011, the U.S. Treasury closed an underwritten public offering of 3,282,276 warrants issued in connection with the Company’s participation in the Capital Purchase Program, each representing the right to purchase one share of Webster common stock, $0.01 par value per share. The warrants have an exercise price of $18.28, expire on November 21, 2018. The Company did not receive any of the proceeds of the warrant offering; however, Webster paid $14.4 million to purchase 2,282,276 warrants at auction, which were subsequently canceled. The Company purchased 1,210 warrants from the open market, while 58,365 warrants were exercised in cashless exchanges, during 2015 leaving 63,344 warrants outstanding and exercisable at December 31, 2015. On June 1, 2015, Webster exercised its right, as specified in the Prospectus Supplement, for conversion of all the outstanding shares of 8.50% Series A Non-Cumulative Perpetual Convertible Preferred Stock, par value $0.01 per share ("Series A Preferred Stock") for Webster common stock, issued from treasury stock held. Each share of Series A Preferred Stock received 36.8046 shares of Webster common stock, reflecting an approximate conversion price of $27.17 per share based on the initial issuance price of $1,000 per share of Series A Preferred Stock, and cash in lieu of any fractional share of common stock. Preferred Stock On December 4, 2012, Webster closed on a public offering of 5,060,000 depository shares, each representing 1/1000th ownership interest in a share of Webster's 6.40% Series E Non-Cumulative Perpetual Preferred Stock, par value $0.01 per share, with a liquidation preference of $25,000 per share (equivalent to $25 per depository share) (the "Series E Preferred Stock"). Webster will pay dividends as declared by the Board of Directors or a duly authorized committee of the Board. Dividends are payable at a rate of 6.40% per annum, quarterly in arrears, on the fifteenth day of each March, June, September, and December. Dividends on the Series E Preferred Stock are not cumulative and are not mandatory. If for any reason the Board of Directors or a duly authorized Committee of the Board does not declare a dividend on the Series E Preferred Stock for any dividend period, such dividend will not accrue or be payable, and Webster will have no obligation to pay dividends for such dividend period, whether or not dividends are declared for any future dividend periods. The terms of the Series E Preferred Stock prohibit the Company from declaring or paying any cash dividends on its common stock, unless Webster has declared and paid full dividends on the Series E Preferred Stock for the most recently completed dividend period. The Company may redeem the Series E Preferred Stock, at its option in whole or in part, on December 15, 2017, or any dividend payment date thereafter, or in whole but not in part upon a "regulatory capital treatment event" as defined in the Prospectus Supplement, at a redemption price equal to the liquidation preference plus any declared and unpaid dividends, without accumulation of any undeclared dividends. The Series E Preferred Stock does not have any voting rights except with respect to authorizing or increasing the authorized amount of senior stock, certain changes to the terms of the Series E Preferred Stock, or in the case of certain dividend nonpayments. 98 Note 12: Accumulated Other Comprehensive Loss, Net of Tax The following table summarizes the changes in accumulated other comprehensive loss, net of tax by component: (In thousands) Balance at December 31, 2012 Available For Sale and Transferred Securities Derivative Instruments Defined Benefit Pension and Other Postretirement Benefit Plans Total $ 42,741 $ (27,902) $ (47,105) $ (32,266) Other comprehensive (loss) income before reclassifications Amounts reclassified from accumulated other comprehensive income (loss) Net current-period other comprehensive (loss) income, net of tax Balance at December 31, 2013 Other comprehensive income (loss) before reclassifications Amounts reclassified from accumulated other comprehensive income (loss) Net current-period other comprehensive income (loss), net of tax Balance at December 31, 2014 Other comprehensive (loss) income before reclassifications Amounts reclassified from accumulated other comprehensive income (loss) Net current-period other comprehensive (loss) income, net of tax (49,572) 4,214 (45,358) (2,617) 21,811 (2,773) 19,038 16,421 (22,512) (316) (22,828) 3,744 5,952 9,696 (18,206) (12,506) 5,182 (7,324) (25,530) (3,136) 5,686 2,550 17,298 2,081 19,379 (27,726) (19,496) 70 (19,426) (47,152) (3,395) 1,828 (1,567) (28,530) 12,247 (16,283) (48,549) (10,191) 2,479 (7,712) (56,261) (29,043) 7,198 (21,845) Balance at December 31, 2015 $ (6,407) $ (22,980) $ (48,719) $ (78,106) The following table provides information for the items reclassified from accumulated other comprehensive loss, net of tax: Accumulated Other Comprehensive Loss Components (In thousands) Available-for-sale and transferred securities: Unrealized gains (losses) on investments Unrealized gains (losses) on investments Tax (expense) benefit Net of tax Derivative instruments: Cash flow hedges Tax benefit Net of tax Defined benefit pension and other postretirement benefit plans: Amortization of net loss Prior service costs Tax benefit Net of tax Years ended December 31, 2015 2014 2013 Associated Line Item in the Consolidated Statements Of Income $ $ 609 (110) (183) 316 $ 5,499 $ 712 Gain on sale of investment securities, net (1,145) (1,581) (7,277) Impairment loss recognized in earnings 2,351 Income tax expense $ 2,773 $ (4,214) $ (8,965) $ (8,100) $ (9,272) Total interest expense 3,279 2,918 3,320 Income tax expense $ (5,686) $ (5,182) $ (5,952) $ (2,809) (73) 1,054 $ (1,828) $ $ (37) (73) 40 (70) $ (3,169) Compensation and benefits (73) Compensation and benefits 1,161 Income tax expense $ (2,081) 99 The following tables summarize the items and related tax effects for each component of other comprehensive loss, net of tax: (In thousands) Available-for-sale and transferred securities: Net unrealized loss during the period Reclassification for net gain included in net income Net non-credit other than temporary impairment Amortization of unrealized loss on securities transferred to held-to-maturity Total available-for-sale and transferred securities Derivative instruments: Net unrealized loss during the period Reclassification adjustment for net loss included in net income Total derivative instruments Defined benefit pension and other postretirement benefit plans: Current year actuarial loss Reclassification adjustment for amortization of net loss included in net income Reclassification adjustment for prior service cost included in net income Total defined benefit pension and postretirement benefit plans Other comprehensive loss (In thousands) Available-for-sale and transferred securities: Net unrealized gain during the period Reclassification for net gain included in net income Net non-credit other than temporary impairment Amortization of unrealized loss on securities transferred to held-to-maturity Total available-for-sale and transferred securities Derivative instruments: Net unrealized loss during the period Reclassification adjustment for net loss included in net income Total derivative instruments Defined benefit pension and other postretirement benefit plans: Current year actuarial loss Reclassification adjustment for amortization of net loss included in net income Reclassification adjustment for prior service cost included in net income Total defined benefit pension and postretirement benefit plans Other comprehensive loss (In thousands) Available-for-sale and transferred securities: Net unrealized loss during the period Reclassification for net gain included in net income Net non-credit other than temporary impairment Amortization of unrealized loss on securities transferred to held-to-maturity Total available-for-sale and transferred securities Derivative instruments: Net unrealized gain during the period Reclassification adjustment for net loss included in net income Total derivative instruments Defined benefit pension and other postretirement benefit plans: Current year actuarial gain Reclassification adjustment for amortization of net loss included in net income Reclassification adjustment for prior service cost included in net income Total defined benefit pension and postretirement benefit plans Other comprehensive loss 100 $ $ $ $ $ $ Year ended December 31, 2015 Tax Benefit (Expense) Net of Tax Amount Pre-Tax Amount (35,701) (609) 110 37 (36,163) (4,945) 8,965 4,020 (5,367) 2,809 73 (2,485) (34,628) $ $ 13,166 223 (40) (14) 13,335 1,809 (3,279) (1,470) 1,972 (1,027) (27) 918 12,783 $ $ (22,535) (386) 70 23 (22,828) (3,136) 5,686 2,550 (3,395) 1,782 46 (1,567) (21,845) Year ended December 31, 2014 Tax Benefit (Expense) Net of Tax Amount Pre-Tax Amount 34,242 (5,499) 1,145 60 29,948 (19,589) 8,100 (11,489) (30,683) 37 73 (30,573) (12,114) $ $ (12,469) 1,999 (418) (22) (10,910) 7,083 (2,918) 4,165 11,187 (14) (26) 11,147 4,402 $ $ 21,773 (3,500) 727 38 19,038 (12,506) 5,182 (7,324) (19,496) 23 47 (19,426) (7,712) Year ended December 31, 2013 Tax Benefit (Expense) Net of Tax Amount Pre-Tax Amount (77,524) (712) 7,277 296 (70,663) 5,826 9,272 15,098 26,949 3,169 73 30,191 (25,374) $ $ 27,762 255 (2,606) (106) 25,305 (2,082) (3,320) (5,402) (9,651) (1,135) (26) (10,812) 9,091 $ $ (49,762) (457) 4,671 190 (45,358) 3,744 5,952 9,696 17,298 2,034 47 19,379 (16,283) Note 13: Regulatory Matters Capital Requirements Webster is subject to regulatory capital requirements administered by the Federal Reserve, while Webster Bank is subject to regulatory capital requirements administered by the Office of the Comptroller of the Currency ("OCC"). Regulatory authorities can initiate certain mandatory actions if Webster or Webster Bank fail to meet minimum capital requirements, which 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 the Company and Webster Bank must meet specific capital guidelines that involve quantitative measures of assets, liabilities, and certain off-balance sheet items calculated under regulatory accounting practices. These quantitative measures, to ensure capital adequacy, require minimum amounts and ratios. Basel III rules enhanced the comprehensive methodology for calculating risk-weighted assets which vary by asset class previously established under Basel I rules. Under Basel III, total risk-based capital is comprised of three categories: Common Equity Tier 1 capital ("CET1 capital"); additional Tier 1 capital; and Tier 2 capital. CET1 capital includes common shareholders' equity, less deductions for goodwill, other intangibles, and certain deferred tax losses. Webster's common shareholders' equity, for purposes of CET1, excludes accumulated other comprehensive components as permitted by the opt-out election taken by Webster upon adoption of Basel III. Tier 1 capital is comprised of CET1 capital plus perpetual preferred stock, while Tier 2 capital includes qualifying subordinated debt and qualifying allowance for credit losses, that together equal total capital. Basel III became effective on January 1, 2015 for non-advanced approach banks as defined, and all prior period data is based on Basel I rules. The following table provides information on the capital ratios for Webster Financial Corporation and Webster Bank, N.A.: (Dollars in thousands) At December 31, 2015 Webster Financial Corporation Common equity tier 1 risk-based capital Total risk-based capital Tier 1 risk-based capital Tier 1 leverage capital Webster Bank, N.A. Common equity tier 1 risk-based capital Total risk-based capital Tier 1 risk-based capital Tier 1 leverage capital At December 31, 2014 Webster Financial Corporation Total risk-based capital Tier 1 risk-based capital Tier 1 leverage capital Webster Bank, N.A. Total risk-based capital Tier 1 risk-based capital Tier 1 leverage capital Actual (1) Minimum Well Capitalized Amount Ratio Amount Ratio Amount Ratio Capital Requirements (1) $ 1,825,717 2,201,928 1,966,829 1,966,829 10.7% $ 12.9 11.5 8.2 766,928 1,363,427 1,022,570 954,403 4.5% $ 1,107,785 1,704,284 8.0 1,363,427 6.0 1,193,004 4.0 $ 1,870,852 2,047,961 1,870,852 1,870,852 11.0% $ 12.0 11.0 7.9 765,232 1,360,412 1,020,309 953,371 4.5% $ 1,105,335 1,700,515 8.0 1,360,412 6.0 1,191,714 4.0 $ 2,096,772 1,931,276 1,931,276 14.1% $ 1,192,651 596,326 13.0 859,241 9.0 8.0% $ 1,490,814 894,488 4.0 1,074,051 4.0 $ 1,939,229 1,774,814 1,774,814 13.0% $ 1,190,242 595,121 11.9 858,197 8.3 8.0% $ 1,487,803 892,682 4.0 1,072,746 4.0 6.5% 10.0 8.0 5.0 6.5% 10.0 8.0 5.0 10.0% 6.0 5.0 10.0% 6.0 5.0 (1) Calculated under the Basel III capital standard at December 31, 2015 and under the Basel I capital standard at December 31, 2014. Dividend Restrictions In the ordinary course of business, Webster is dependent upon dividends from Webster Bank to provide funds for its cash requirements, including payments of dividends to shareholders. Banking regulations may limit the amount of dividends that may be paid. Approval by regulatory authorities is required if the effect of dividends declared would cause the regulatory capital of Webster Bank to fall below specified minimum levels, or if dividends declared exceed the net income for that year combined with the undistributed net income for the preceding two years. In addition, the OCC has discretion to prohibit any otherwise permitted capital distribution on general safety and soundness grounds. Dividends paid by Webster Bank to Webster totaled $110 million and $100 million during the years ended December 31, 2015 and 2014, respectively. Cash Restrictions Webster Bank is required by FRB regulations to hold cash reserve balances on hand or with the Federal Reserve Banks. Pursuant to this requirement, the Bank held $109.4 million and $38.3 million at December 31, 2015 and 2014, respectively. 101 Note 14: Earnings Per Common Share Reconciliation of the calculation of basic and diluted earnings per common share follows: (In thousands, except per share data) Earnings for basic and diluted earnings per common share: Net income Less: Preferred stock dividends Net income available to common shareholders Less: Earnings applicable to participating securities Earnings applicable to common shareholders Shares: Years ended December 31, 2015 2014 2013 $ 206,340 8,711 197,629 660 $ 196,969 $ 199,726 10,556 189,170 674 $ 188,496 $ 179,456 10,803 168,653 617 $ 168,036 Weighted-average common shares outstanding - basic 90,968 89,899 88,713 Effect of dilutive securities: Stock options and restricted stock Warrants - US Treasury Warrants - Warburg Weighted-average common shares outstanding - diluted Earnings per common share: Basic Diluted 524 41 — 91,533 466 255 — 90,620 436 190 922 90,261 $ $ 2.17 2.15 $ 2.10 2.08 1.90 1.86 Potential common shares excluded from the effect of dilutive securities because they would have been anti-dilutive, are as follows: (In thousands) Stock options (shares with exercise price greater than market price) Restricted stock (due to performance conditions on non-participating shares) Years ended December 31, 2015 213 92 2014 587 171 2013 850 201 Basic weighted-average common shares outstanding includes the effect of conversion of the Series A Preferred Stock which occurred on June 1, 2015. Prior to that, the Series A Preferred Stock was considered to be anti-dilutive. Refer to Note 11: Shareholders' Equity and Note 18: Share-Based Plans for further information relating to potential common shares excluded from the effect of dilutive securities. 102 Note 15: Derivative Financial Instruments Risk Management Objective of Using Derivatives Webster manages economic risks, including interest rate, liquidity, and credit risk by managing the amount, sources, and duration of its debt funding along with the use of interest rate derivative financial instruments. Webster enters into interest rate derivative financial instruments to manage exposure related to business activities that result in the receipt or payment of both future known and uncertain cash amounts determined by interest rates. Webster’s primary objectives in using interest rate derivatives are to add stability to interest expense and to manage its exposure to interest rate movements. To accomplish these objectives, Webster uses interest rate swaps and interest rate caps as part of its interest rate risk management strategy. Interest rate swaps and caps designated as cash flow hedges are designed to manage the risk associated with a forecasted event or an uncertain variable-rate cash flow. Forward-settle interest rate swaps protect the Company against adverse fluctuations in interest rates by reducing its exposure to variability in cash flows relating to interest payments on forecasted debt issuances. Interest rate swaps designated as cash flow hedges involve the receipt of variable amounts from a counterparty in exchange for the Company making fixed-rate payments over the life of the agreements without exchange of the underlying notional amount. Interest rate caps designated as cash flow hedges involve the receipt of variable amounts from a counterparty if interest rates rise above the strike rate on the contract in exchange for payment of an up-front premium. The effective portion of the change in the fair value of derivatives designated and that qualify as cash flow hedges is recorded as accumulated other comprehensive loss ("AOCL") and is reclassified into earnings in the subsequent periods that the hedged forecasted transaction affects earnings. During the year ended December 31, 2015, such derivatives were used to hedge the variable cash flows associated with existing variable-rate debt and forecasted issuances of debt. The ineffective portion of the change in the fair value of the derivatives is recognized directly in earnings. During the years ended December 31, 2015, 2014, and 2013, the Company recorded no ineffectiveness, or immaterial amounts of ineffectiveness, in earnings attributable to the difference in the effective date of the hedge and the effective date of the debt issuance. Webster is also exposed to changes in the fair value of certain of its fixed-rate obligations due to changes in benchmark interest rates. Webster, on occasion, uses interest rate swaps to manage its exposure to changes in fair value on these obligations attributable to changes in the benchmark interest rates. Interest rate swaps designated as fair value hedges involve the receipt of fixed-rate amounts from a counterparty in exchange for Webster making variable-rate payments over the life of the agreements without the exchange of the underlying notional amount. For a qualifying derivative designated as a fair value hedge, the gain or loss on the derivative, as well as the gain or loss on the hedged item, is recognized in interest expense. Webster did not have interest rate derivative financial instruments designated as fair value hedges at December 31, 2015 and December 31, 2014. As a result, there was no impact on interest expense related to fair value hedges during the year ended December 31, 2015, while there was a reduction to interest expense of $1.1 million and $3.4 million for the years ended December 31, 2014 and 2013, respectively, related to previous fair value hedges. Additional derivative instruments include interest rate swap and cap contracts sold to commercial and other customers who wish to modify loan interest rate sensitivity. These contracts are offset with dealer counterparty transactions structured with matching terms. As a result, there is minimal impact on earnings, except for fee income earned in such transactions which is recorded in other non-interest income. The Company enters into Risk Participation Agreements ("RPA") as financial guarantees of performance on interest rate swap derivatives. The purchased (asset) or sold (liability) guarantee allows the Company to participate-in (for a fee received) or participate-out (for a fee paid) the risk associated with certain derivative positions executed with the borrower by a lead bank. The RPA guarantee is recorded on the balance sheet at fair value, with changes in fair value recognized each period in other non-interest income. Other derivatives include foreign currency forward contracts related to lending arrangements and a VISA equity swap transaction, neither of which are designated for hedge accounting. 103 Derivative Positions The notional amounts of derivative instruments are shown in the table below: (In thousands) Interest rate derivatives RPA-In RPA-Out Other Total notional amount of derivative instruments At December 31, 2015 5,366,372 92,985 41,798 12,858 5,514,013 $ $ 2014 10,237,325 55,626 34,822 60 10,327,833 $ $ The table below presents the fair value for derivative instruments as classified in the accompanying Consolidated Balance Sheets: (In thousands) Derivatives designated as hedging instruments: Interest rate derivatives Derivatives not designated as hedging instruments: Interest rate derivatives RPA-In RPA-Out Other Total derivatives not designated as hedging instruments At December 31, 2015 2014 Other Assets Other Liabilities Other Assets Other Liabilities $ 2,507 $ 1,359 $ 4,481 $ 4,598 58,304 — 153 183 $ 58,640 38,619 245 — 75 $ 38,939 48,209 — 182 — $ 48,391 31,915 258 — 7 $ 32,180 Changes in the fair value of derivatives not qualifying for hedge accounting treatment are reported as a component of other non- interest income in the accompanying Consolidated Statements of Income as follows: (In thousands) Interest rate derivatives RPA Other Total impact on non-interest income Years ended December 31, 2015 2014 2013 $ 4,361 $ 4,482 $ 3,244 (33) (63) 51 (253) — (120) $ 4,265 $ 4,280 $ 3,124 Information about the valuation methods used to measure fair value is provided in Note 16: Fair Value Measurements. Amounts Recorded in AOCL Related to Cash Flow Hedges Amounts for the effective portion of changes in the fair value of derivatives are reclassified to interest expense as interest payments are made on Webster's variable-rate debt. Over the next twelve months, the Company estimates that $1.7 million will be reclassified from AOCL as an increase to interest expense. Webster records gains and losses related to swap terminations as OCI. These balances are subsequently amortized into interest expense over the respective terms of the hedged debt instruments. At December 31, 2015, the remaining unamortized loss on the termination of cash flow hedges is $29.0 million. Over the next twelve months, the Company estimates that $7.7 million will be reclassified from AOCL as an increase to interest expense. Additional information about cash flow hedge activity impacting AOCL, and the related amounts reclassified to interest expense is provided in Note 12: Accumulated Other Comprehensive Loss, Net of Tax. Offsetting Derivatives Webster has entered into transactions with counterparties that are subject to a master netting agreement. Hedge accounting positions are recorded on a gross basis in other assets for a gain position and in other liabilities for a loss position, while non-hedge accounting net positions are recorded in other assets for a net gain position or in other liabilities for a net loss position, in the accompanying Consolidated Balance Sheets. 104 The tables below present the financial assets and liabilities for non-customer derivative positions, including futures contracts, summarized by dealer counterparty, or Webster's designated derivative clearing organization ("DCO"): Hedge Accounting Positions At December 31, 2015 Non-Hedge Accounting Positions Gain Loss Gain Loss Liability, net Notional Amount Cash Collateral Posted $ 391,745 $ 248 $ (1,359) $ 504 $ (3,439) $ (4,046) $ 274,353 5,775 387,550 421,545 1,352,206 752 — 377 1,130 — — — — — — 348 — 125 138 (4,104) (433) (2,048) (1,912) (3,004) (433) (1,546) (644) 1,140 (28,366) (27,226) $ 2,833,174 $ 2,507 $ (1,359) $ 2,255 $ (40,302) $ (36,899) $ 3,800 3,020 — 1,300 470 42,975 51,565 Notional Amount Hedge Accounting Positions Gain Loss At December 31, 2014 Non-Hedge Accounting Positions Gain Loss (Liability)/ Asset, net Cash Collateral Posted (Received) $ 427,430 $ — $ (739) $ 1,861 $ (6,576) $ (5,454) $ 319,663 11,538 303,663 424,401 6,631,936 1,494 — 747 2,240 — — — — — (3,858) 978 — 1,147 867 555 (6,420) (834) (1,627) (1,698) (3,948) (834) 267 1,409 (17,629) (20,932) $ 8,118,631 $ 4,481 $ (4,597) $ 5,408 $ (34,784) $ (29,492) $ 5,300 3,610 — (400) (1,420) 39,037 46,127 Net Exposure (1) $ — 16 — — — 15,749 Net Exposure (1) $ — — — — — 18,105 (In thousands) Dealer A Dealer B Dealer C Dealer D Dealer E DCO Total (In thousands) Dealer A Dealer B Dealer C Dealer D Dealer E DCO Total (1) Net positive exposure represents over-collateralized loss positions which can result from DCO initial margin requirements posted in compliance with the Dodd-Frank Wall Street Reform and Consumer Protection Act. Counterparty Credit Risk Derivative contracts involve the risk of dealing with both bank customers and institutional derivative counterparties and their ability to meet contractual terms. The Company has International Swap Derivative Association ("ISDA") Master agreements, including a Credit Support Annex ("CSA"), with all derivative counterparties. The ISDA Master agreements provide that on each payment date, all amounts otherwise owing the same currency under the same transaction are netted so that only a single amount is owed in that currency. The ISDA provides, if the parties so elect, for such netting of amounts in the same currency among all transactions identified as being subject to such election that have common payment dates and booking offices. Under the CSA, daily net exposure in excess of a negotiated threshold is secured by posted cash collateral. The Company has negotiated a zero threshold with the majority of its approved financial institution counterparties. In accordance with Webster policies, institutional counterparties must be analyzed and approved through the Company’s credit approval process. The Company’s credit exposure on interest rate derivatives with non-dealer counterparties is limited to the net favorable value, including accrued interest, of all such instruments, reduced by the amount of collateral pledged by the counterparties. The Company's credit exposure related to derivatives with dealer counterparties is significantly mitigated with cash collateral equal to or in excess of the market value of the instrument, updated daily. In accordance with counterparty credit agreements and derivative clearing rules, the Company had approximately $51.6 million in net margin collateral posted with financial counterparties at December 31, 2015, all of which is comprised of margin collateral posted to financial counterparties or DCO. Collateral levels for approved financial institution counterparties are monitored daily and adjusted as necessary. In the event of default, should the collateral not be returned, the exposure would be offset by terminating the transaction. The Company regularly evaluates the credit risk of its counterparties, taking into account the likelihood of default, net exposures, and remaining contractual life, among other related factors. The Company's net current credit exposure relating to interest rate derivatives with Webster Bank customers was $58.3 million at December 31, 2015. 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 $19.8 million at December 31, 2015. The credit exposure is mitigated as transactions with customers are generally secured by the same collateral of the underlying transactions being hedged. 105 Mortgage Banking Derivatives Forward sales of mortgage loans and MBS are utilized by Webster in its efforts to manage 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, interest rate lock commitments are generally extended to the borrowers. During the period from commitment date to closing date, Webster is subject to the risk that market rates of interest may change. If market rates rise, investors generally will pay less to purchase such loans causing a reduction in the anticipated gain on sale of the loans and possibly resulting in a loss. In an effort to mitigate such risk, forward delivery sales commitments are established under which Webster agrees to deliver whole mortgage loans to various investors or issue MBS. At December 31, 2015, outstanding rate locks totaled approximately $62.5 million and the outstanding commitments to sell residential mortgage loans totaled approximately $84.4 million. Forward sales, which include mandatory forward commitments of approximately $82.0 million at December 31, 2015, establish the price to be received upon the sale of the related mortgage loan, thereby mitigating certain interest rate risk. There is; however, still certain execution risk specifically related to Webster’s ability to close and deliver to its investors the mortgage loans it has committed to sell. The interest rate locked loan commitments and forward sales commitments are recorded at fair value, with changes in fair value recorded as non-interest income in the accompanying Consolidated Statements of Income. The fair value of interest rate locked loan and forward sales commitments totaled gains of $819 thousand and $18 thousand, at December 31, 2015 and 2014, respectively, and are recorded as a component of other assets in the accompanying Consolidated Balance Sheets. Note 16: Fair Value Measurements Fair value is 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. Fair value is best determined using quoted market prices. However, in many instances, quoted market prices are not available. In such instances, fair values are determined using appropriate valuation techniques. Various assumptions and observable inputs must be relied upon in applying these techniques. Accordingly, categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. As such, the fair value estimates may not be realized in an immediate transfer of the respective asset or liability. Fair Value Hierarchy The three levels within the fair value hierarchy are as follows: • • • Level 1: Valuation is based upon unadjusted quoted prices in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date. Level 2: Fair value is calculated using inputs other than quoted market prices that are directly or indirectly observable for the asset or liability. The valuation may rely on 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, volatilities, prepayment speeds, credit ratings, etc.), or inputs that are derived principally or corroborated by market data, by correlation, or other means. Level 3: Inputs for determining the fair value of the respective assets or liabilities are not observable. Level 3 valuations are reliant upon pricing models and 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 quoted prices are available in an active market, the Company classifies securities within Level 1 of the valuation hierarchy. Level 1 securities include equity securities in financial institutions and U.S. Treasury Bills. If quoted market prices are not available, the Company classifies securities within Level 2 of the valuation hierarchy, and employs an independent pricing service that utilizes matrix pricing to calculate fair value. Such 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 respective terms and conditions for debt instruments. Management maintains procedures to monitor the pricing service's assumptions and establishes processes to challenge the pricing service's valuations that appear unusual or unexpected. Level 2 securities include agency CMO, agency MBS, agency CMBS, non-agency CMBS, CLO, single-issuer trust preferred securities, and corporate debt securities. 106 Derivative Instruments. Foreign exchange contracts are valued based on unadjusted quoted prices in active markets and classified within Level 1 of the fair value hierarchy. 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 values are validated against valuations performed by independent third parties and are classified within Level 2 of the fair value hierarchy. In determining if any fair value adjustment related to credit risk is required, Webster evaluates the credit risk of its counterparties by considering factors such as the likelihood of default by the counterparties, its net exposures, the remaining contractual life, as well as the amount of collateral securing the position. Webster reviews its counterparty exposure on a regular basis, and, when necessary, appropriate business actions are taken to adjust the exposure. When determining fair value, Webster applies the portfolio exception with respect to measuring counterparty credit risk for all of its derivative transactions subject to a master netting arrangement. The change in value of derivative assets and liabilities attributable to credit risk was not significant during the reported periods. Mortgage Banking Derivatives. Mortgage-backed securities are utilized by the Company in its efforts to manage 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 the period from commitment date to closing date, the Company is subject to the risk that market rates of interest may change. If market rates rise, investors generally will pay less to purchase such loans resulting in a reduction in the gain on sale of the loans or, possibly, a loss. In an effort to mitigate such risk, forward delivery sales commitments are established, under which the Company agrees to 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 and therefore, classified within Level 2 of the fair value hierarchy. Investments Held in Rabbi Trust. Investments held in the Rabbi Trust primarily include mutual funds that invest in equity and fixed income securities. Shares of mutual funds are valued based on net asset value, which represents quoted market prices for the underlying shares held in the mutual funds. Therefore, investments held in the Rabbi Trust are classified within Level 1 of the fair value hierarchy. Webster has elected to measure the investments held in the Rabbi Trust at fair value. The Company consolidates the invested assets of the trust along with the total deferred compensation obligations and includes them in other assets and other liabilities, respectively, in the accompanying Consolidated Balance Sheets. Earnings in the Rabbi Trust, including appreciation or depreciation, are reflected as other non-interest income, and changes in the corresponding liability are reflected as compensation and benefits in the accompanying Consolidated Statements of Income. The cost basis of the investments held in Rabbi Trust is $3.9 million as of December 31, 2015. Alternative Investments. The Company generally records alternative investments at cost, subject to impairment testing. The alternative investments that are carried at cost are considered to be measured at fair value on a non-recurring basis when there is impairment. There are certain funds in which the ownership percentage is greater than 3% and are therefore, recorded at fair value on a recurring basis based upon the net asset value of the respective fund. Alternative investments are non-public entities that cannot be redeemed since the Company’s investment is distributed as the underlying investments are liquidated. As such, these investments are classified within Level 3 of the fair value hierarchy. The Company has $6.8 million in unfunded commitments remaining for its alternative investments as of December 31, 2015. See the Investment Securities Portfolio section of Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations for additional discussion of the Company's alternative investments. Contingent Consideration. The contingent consideration arrangement entitles the Company to receive a rebate of the purchase price relating to the premium paid for account attrition that occurs during the eighteen-month period beginning on the acquisition date. The valuation is reliant upon a pricing model and techniques that require significant management judgment or estimation. Therefore, the contingent consideration is classified within Level 3 of the fair value hierarchy. The key assumptions considered in the valuation model are a 2.5% annual growth rate in deposits, a 13.0% annual account attrition rate plus approximately 6.0% of shock attrition in 2015, a 16.5% discount rate, and a premium on deposits of 4.5%. Subsequent to acquisition closing, the fair value will adjusted for any changes primarily in attrition milestones. Contingent Liability. The liability valuation is based upon unobservable inputs. Therefore, the contingent liability is classified within Level 3 of the fair value hierarchy. The fair value of the contingency represents the estimated price to transfer the liability between market participants at the measurement date under current market conditions. 107 Summaries of the fair values of assets and liabilities measured at fair value on a recurring basis are as follows: (In thousands) Financial assets held at fair value: Available-for-sale investment securities: U.S. Treasury Bills Agency CMO Agency MBS Agency CMBS Non-agency CMBS CLO Single issuer trust preferred securities Corporate debt Equity securities Total available-for-sale investment securities Derivative instruments Mortgage banking derivatives Investments held in Rabbi Trust Alternative investments Contingent Consideration Total financial assets held at fair value Financial liabilities held at fair value: Derivative instruments Contingent Liability Total financial liabilities held at fair value (In thousands) Financial assets held at fair value: Available-for-sale investment securities: U.S. Treasury Bills Agency CMO Agency MBS Agency CMBS Non-agency CMBS CLO Single issuer trust preferred securities Corporate debt Equity securities Total available-for-sale investment securities Derivative instruments Mortgage banking derivatives Investments held in Rabbi Trust Alternative investments Total financial assets held at fair value Financial liabilities held at fair value: Derivative instruments Contingent Liability Total financial liabilities held at fair value At December 31, 2015 Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) $ $ $ $ 924 — — — — — — — 2,578 3,502 183 — 5,372 — — 9,057 66 — 66 $ $ $ $ — 548,754 1,065,109 215,350 579,266 429,159 37,170 106,321 — 2,981,129 60,964 819 — — — 3,042,912 40,232 — 40,232 At December 31, 2014 Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) $ $ $ $ 525 — — — — — — — 5,903 6,428 — — 5,901 — 12,329 293 — 293 $ $ $ $ — 550,988 1,028,518 80,266 553,393 425,734 38,245 110,301 — 2,787,445 52,872 18 — — 2,840,335 36,484 — 36,484 $ $ $ $ $ $ $ $ — — — — — — — — — — — — — 3,471 5,331 8,802 — 6,000 6,000 Significant Unobservable Inputs (Level 3) — — — — — — — — — — — — — 475 475 — — — $ $ $ $ $ $ $ $ Total 924 548,754 1,065,109 215,350 579,266 429,159 37,170 106,321 2,578 2,984,631 61,147 819 5,372 3,471 5,331 3,060,771 40,298 6,000 46,298 Total 525 550,988 1,028,518 80,266 553,393 425,734 38,245 110,301 5,903 2,793,873 52,872 18 5,901 475 2,853,139 36,777 — 36,777 108 The following table presents the changes in Level 3 assets that are measured at fair value on a recurring basis: (In thousands) Balance at January 1, 2015 Acquisition Unrealized (loss) gain included in net income Purchases/capital funding Distributions Balance at December 31, 2015 Alternative Investments 475 $ — (170) 3,219 (53) 3,471 $ Financial Assets Contingent Consideration $ — $ 5,000 331 — — 5,331 $ $ Total 475 5,000 161 3,219 (53) 8,802 Contingent Liability — 6,000 — — — 6,000 $ $ Assets Measured at Fair Value on a Non-Recurring Basis Certain assets are measured at fair value on a non-recurring basis, that is, the assets are not measured at fair value on an ongoing basis but are subject to fair value adjustments in certain circumstances, for example, when there is evidence of impairment. The following is a description of valuation methodologies used for assets measured on a non-recurring basis. Loans Held for Sale. Loans held for sale are accounted for at the lower of cost or market and are considered to be recognized at fair value when they are recorded at below cost. The fair value of residential mortgage loans held for sale is based on quoted market prices of similar loans sold in conjunction with securitization transactions. Accordingly, such loans are classified within Level 2 of the fair value hierarchy. On occasion, the loans held for sale portfolio includes commercial loans, which require adjustments for changes in loan characteristics. When observable data is unavailable, such loans are classified within Level 3. Collateral Dependent Impaired Loans and Leases. Impaired loans and leases for which repayment is expected to be provided solely by the value of the underlying collateral are considered collateral dependent and are valued based on the estimated fair value of such collateral using customized discounting criteria. As such, collateral dependent impaired loans and leases are classified as Level 3 of the fair value hierarchy. Other Real Estate Owned (OREO) and Repossessed Assets. The total book value of OREO and repossessed assets was $5.0 million at December 31, 2015. OREO and repossessed assets are accounted for at the lower of cost or market and are considered to be recognized at fair value when they are recorded at below cost. The fair value of OREO is based on independent appraisals or internal valuation methods, less estimated selling costs. The valuation may consider available pricing guides, auction results, and price opinions. Certain assets require assumptions about factors that are not observable in an active market in the determination of fair value, as such, OREO and repossessed assets are classified as Level 3 of the fair value hierarchy. Mortgage Servicing Assets. Mortgage servicing assets are accounted for at cost, subject to impairment testing. When the carrying cost exceeds fair value, a valuation allowance is established to reduce the carrying cost to fair 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, as such, the primary risk inherent in valuing mortgage servicing assets is the impact of fluctuating interest rates on the servicing revenue stream. Mortgage servicing assets are classified within Level 3 of the fair value hierarchy. The table below presents the valuation methodology and unobservable inputs for Level 3 assets measured at fair value on a non- recurring basis at December 31, 2015: (Dollars in thousands) Asset Impaired loans and leases Fair Value Valuation Methodology $ 19,644 Real Estate Appraisals Other real estate owned $ 652 Real Estate Appraisals Mortgage servicing assets $ 33,568 Discounted cash flow Unobservable Inputs Discount for appraisal type Discount for costs to sell Discount for appraisal type Discount for costs to sell Constant prepayment rate Discount rates Range of Inputs 4% - 15% 0% - 8% 0% - 20% 8% 7.4% - 32.4% 1.4% - 3.4% 109 Fair Value of Financial Instruments The Company is required to disclose the estimated fair value of financial instruments, both assets and liabilities, for which it is practicable to estimate fair value. The following is a description of valuation methodologies used for those assets and liabilities. Cash, Due from Banks, and Interest-bearing Deposits. The carrying amount of cash, due from banks, and interest-bearing deposits is used to approximate fair value, given the short time frame to maturity and, as such, these assets do not present unanticipated credit concerns. Cash, due from banks, and interest-bearing deposits are classified within Level 1 of the fair value hierarchy. Held-to-Maturity Investment Securities. When quoted market prices are not available, the Company employs an independent pricing service to calculate fair value. Such 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 respective terms and conditions for debt instruments. Webster has procedures to monitor the pricing service's assumptions and establishes processes to challenge the pricing service's valuations that appear unusual or unexpected. Held-to-maturity investments, which include agency CMO, agency MBS, agency CMBS, Municipal, and Private Label MBS securities, are classified within Level 2 of the fair value hierarchy. Loans and Leases, net. The estimated fair value of loans and leases held for investment is calculated using a discounted cash flow method, using future prepayments and market interest rates inclusive of an illiquidity premium for comparable loans and leases. The associated cash flows are adjusted for credit and other potential losses. Fair value for impaired loans and leases is estimated using the net present value of the expected cash flows. Loans and leases are classified within Level 3 of the fair value hierarchy. Deposit Liabilities. The fair value of demand deposits, savings accounts, and certain money market deposits is the amount payable on demand at the reporting date. The fair value of fixed-maturity certificates of deposit is estimated using the rates currently offered for deposits of similar remaining maturities. Deposit liabilities are classified within Level 2 of the fair value hierarchy. Securities Sold Under Agreements to Repurchase and Other Borrowings. The carrying value is an estimate of fair value for those securities sold under agreements to repurchase and other borrowings that mature within 90 days. The fair values of all other borrowings are estimated using discounted cash flow analysis based on current market rates adjusted, as appropriate, for associated credit risks. 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 technique. Discount rates are matched with the time period of the expected cash flow and are adjusted, as appropriate, to reflect credit risk. FHLB advances and long-term debt are classified within Level 2 of the fair value hierarchy. 110 The estimated fair values of selected financial instruments are as follows: (In thousands) Financial Assets: Level 2 At December 31, 2015 2014 Carrying Amount Fair Value Carrying Amount Fair Value Held-to-maturity investment securities Loans held for sale $ 3,923,052 37,091 $ 3,961,534 37,457 $ 3,872,955 67,952 $ 3,948,706 68,705 Level 3 Loans and leases, net Mortgage servicing assets (1) Alternative investments Financial Liabilities: Level 2 15,496,745 20,698 12,900 15,453,892 33,568 14,294 13,740,761 19,379 16,524 13,775,850 28,690 18,046 Deposit liabilities, other than time deposits Time deposits Securities sold under agreements to repurchase and other borrowings Federal Home Loan Bank advances (2) Long-term debt (3) $ 15,866,624 2,086,154 1,151,400 2,664,139 226,356 $ 15,866,624 2,095,357 1,163,974 2,647,872 218,143 $ 13,380,018 2,271,587 1,250,756 2,859,431 226,237 $ 13,380,018 2,288,760 1,271,596 2,872,515 227,751 The following adjustments to the carrying amount are not included in the fair value: (1) Mortgage servicing assets is net of reserves of $32 thousand at December 31, 2015 and $23 thousand at December 31, 2014. (2) FHLB advances is net of unamortized premiums of $24 thousand at December 31, 2015 and $37 thousand at December 31, 2014. (3) Long-term debt is net of unamortized discounts of $1.0 million at December 31, 2015 and $1.1 million at December 31, 2014. Fair value estimates are made at a specific point in time, based on relevant market information and information about the financial instrument. These estimates do not reflect any premium or discount that could result from offering for sale at one time the entire holdings or any part of a particular financial instrument. Fair value estimates are based on judgments regarding future expected loss experience, current economic conditions, risk characteristics of various financial instruments, and other factors. These factors are subjective in nature and involve uncertainties and matters of significant judgment and therefore, cannot be determined with precision. Changes in assumptions could significantly affect the estimates. Note 17: Retirement Benefit Plans Webster Bank offered a defined benefit noncontributory pension plan through December 31, 2007 for eligible employees who met certain minimum service and age requirements. Pension plan benefits were based upon employee earnings during the period of credited service. A supplemental defined benefit retirement plan was also offered to certain employees who were at the Executive Vice President level or above through December 31, 2007. The supplemental defined benefit retirement plan provides eligible participants with additional pension benefits. Webster also provides postretirement healthcare benefits to certain retired employees. The Webster Bank Pension Plan and the supplemental defined benefit retirement plan were frozen as of December 31, 2007. No additional benefits have been accrued since that time. Employees hired on or after January 1, 2007 receive no qualified or supplemental retirement income under the plans. All other employees accrue no additional qualified or supplemental retirement income after January 1, 2008, and the amount of their qualified and supplemental retirement income will not exceed the amount of benefits determined as of December 31, 2007. Additional contributions to the Webster Bank Pension Plan will be made as deemed appropriate by management in conjunction with information provided by the Plan’s actuaries. There were $241 thousand and $143 thousand in Company contributions to the supplemental defined benefit retirement plan for the years ended December 31, 2015 and 2014, respectively. Effective December 31, 2014, the mortality assumptions used in the pension liability assessment was updated to the RP-2014 table with the Mercer MMP-2007 mortality improvement projection scale applied generationally. December 31st is the measurement date used for the pension, supplemental pension, and postretirement benefit plans. 111 The following table sets forth changes in benefit obligation, changes in plan assets, and the funded status of the pension plans and other postretirement benefit plans at December 31: (In thousands) Change in benefit obligation: Beginning balance Service cost Interest cost Actuarial (gain) loss Benefits paid and administrative expenses Ending balance Change in plan assets: Beginning balance Actual return on plan assets Employer contributions Benefits paid and administrative expenses Ending balance Funded status of the plan at year end Webster Pension Webster SERP Other Benefits 2015 2014 2015 2014 2015 2014 $ 210,548 45 8,008 (8,588) (6,368) 203,645 $ 171,189 40 8,068 38,472 (7,221) 210,548 172,976 (5,239) — (6,368) 161,369 162,182 18,015 — (7,221) 172,976 $ (42,276) $ (37,572) $ $ 10,041 $ — 345 373 (241) 10,518 $ 8,675 — 364 1,145 (143) 10,041 — — 241 (241) — (10,518) $ — — 143 (143) — (10,041) $ 4,133 $ — 123 (178) (225) 3,853 — — 225 (225) — (3,853) $ 3,821 — 139 470 (297) 4,133 — — 297 (297) — (4,133) The accumulated benefit obligation for the pension plans and the postretirement benefit plan was $218.0 million and $224.7 million at the years ended December 31, 2015 and 2014, respectively. An asset is recognized for an overfunded plan, and a liability is recognized for an underfunded plan. Amounts recognized in the statement of financial position consist of the following: (In thousands) Accrued expenses and other liabilities Webster Pension 2015 Webster SERP Other Benefits Webster Pension 2014 Webster SERP Other Benefits $ (42,276) $ (10,518) $ (3,853) $ (37,572) $ (10,041) $ (4,133) Webster expects that $7.2 million in net actuarial loss and $14 thousand in prior service cost will be recognized as components of net periodic benefit cost in 2016. The components of accumulated other comprehensive loss related to pensions and other postretirement benefits at December 31, 2015 and 2014 are summarized below: (In thousands) Net actuarial loss Prior service cost Total pre-tax amounts included in accumulated other comprehensive loss Deferred tax benefit Amounts included in accumulated other comprehensive loss, net of tax Webster Pension 2015 Webster SERP Other Benefits Webster Pension 2014 Webster SERP Other Benefits $ $ $ 73,238 $ — 73,238 $ 26,447 2,412 $ — 2,412 $ 871 $ $ 591 14 605 218 70,437 $ — 70,437 $ 25,415 2,430 $ — 2,430 $ 877 46,791 $ 1,541 $ 387 $ 45,022 $ 1,553 $ 816 87 903 326 577 Expected future benefit payments for the pension plans and other postretirement benefit plans are presented below: (In thousands) 2016 2017 2018 2019 2020 2021-2025 $ Webster Pension 7,034 7,785 8,425 8,728 9,050 52,144 $ Webster SERP 4,015 928 801 5,597 142 679 $ Other Benefits 391 388 380 367 349 1,441 112 The components of the net periodic benefit cost (benefit) for the Company’s defined benefit pension plans were as follows: 2015 2014 2013 2015 2014 2013 2015 2014 2013 Years ended December 31, (In thousands) Service cost Interest cost on benefit obligations Expected return on plan assets Amortization of prior service cost Recognized net loss Net periodic benefit cost (benefit) $ Webster Pension 40 $ 45 $ $ 8,008 (11,873) — 5,724 1,904 $ 8,068 (11,495) — 2,781 (606) $ 40 7,365 (11,114) — 6,355 2,646 $ $ Webster SERP — $ 364 — — 135 499 $ — $ 345 — — 390 735 $ Other Postretirement Benefits — $ — $ — $ — 109 289 — — 73 — — 125 182 414 139 — 73 5 217 $ 123 — 73 47 243 $ $ Changes in funded status related to the Company’s defined benefit pension plans recognized as a component of other comprehensive income in the accompanying Consolidated Statements of Comprehensive Income were as follows: (In thousands) Net loss (gain) Amounts reclassified from accumulated other comprehensive income Amortization of prior service cost Total loss (gain) recognized in other comprehensive income (loss) Fair Value Measurements Years ended December 31, 2015 2014 2013 2015 2014 2013 2015 2014 2013 Webster Pension $ 8,525 $ 31,951 $ (23,238) $ Webster SERP 1,145 $ 372 $ Other Postretirement Benefits (160) $ (178) $ 470 $ (239) (5,724) — (2,781) — (6,355) — (390) — (134) — (125) — (47) (73) (5) (73) — (73) $ 2,801 $ 29,170 $ (29,593) $ (18) $ 1,011 $ (285) $ (298) $ 392 $ (312) The following is a description of the valuation methodologies used for the pension plan assets measured at fair value, including the general classification of such instruments pursuant to the valuation hierarchy: Registered investment companies. Exchange traded funds are quoted at market prices in an exchange and active market, which represent the net asset values of shares held by the plan at year end. Money market funds are shown at cost, which approximates fair value. The exchange traded fund is benchmarked against the S&P 500 Index. Common collective trust. The net asset value ("NAV"), as provided by the trustee, is used as a practical expedient to estimate fair value. The NAV is based on the fair value of the underlying investments held by the fund less its liabilities. This practical expedient is not used when it is determined to be probable that the fund will sell the investment for an amount different than the reported NAV. Plan transactions (purchases and sales) may occur daily. Were the Plan to initiate a full redemption of the collective trust, the investment adviser reserves the right to temporarily delay withdrawal from the trust in order to ensure that securities liquidations will be carried out in an orderly business manner. The common collective trust funds performance are benchmarked against the Standard and Poor’s 500 Stock Index, the S&P 400 Mid Cap Index, the Russell 2000 Index, the MSCI ACWI ex U.S. Index, and the Barclays Capital U.S. Long Credit Index. Investment contract with insurance company. These investments are valued at fair value by discounting the related cash flows based on current yields of similar instruments with comparable durations considering the credit-worthiness of the issuer. Holdings of insurance company investment contracts are classified as Level 3 investments. 113 A summary of the fair value and hierarchy classification of financial assets of the pension plan is as follows: (In thousands) Registered investment companies: Exchange traded funds Cash and cash equivalents Common collective funds: Fixed Income funds Equity Funds Insurance company investment contract Total 2015 2014 At December 31, Total Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 $ 28,329 $ 295 28,329 $ 295 — $ — — $ — 28,287 $ 871 28,287 $ 871 — $ — 80,783 51,028 934 — — — 80,783 51,028 — $ 161,369 $ 28,624 $ 131,811 $ — — 94,928 47,813 934 934 1,077 $ 172,976 $ — — — 94,928 47,813 — 29,158 $ 142,741 $ — — — — 1,077 1,077 The following table sets forth a summary of changes in the fair value of Level 3 assets of the pension plan: (In thousands) Beginning balance Unrealized gains relating to instruments still held at the reporting date Benefit payments, administrative expenses, and interest income, net Ending balance Years ended December 31, 2015 2014 $ 1,077 $ 1,196 (28) (115) (2) (117) $ 934 $ 1,077 The following table presents the target allocation and the pension plan asset allocation for the periods indicated, by asset category: Fixed income investments Equity investments Total Target Allocation 2016 50% 50 100% Percentage of plan assets 2015 2014 51% 49 100% 56% 44 100% The Retirement Plan Committee (the “Committee”) is a fiduciary under ERISA and is charged with the responsibility for directing and monitoring the investment management of the pension plan. To assist the Committee in this function, it engages the services of investment managers and advisor's who possess the necessary expertise to manage the pension plan assets within the established investment policy guidelines and objectives. The investment policy guidelines and objectives is reviewed at a minimum annually by the Committee. The primary objective of the pension plan investment strategy is to provide long-term total return through capital appreciation and dividend and interest income. The Plan invests in registered investment companies and bank collective trusts. The volatility, as measured by standard deviation, of the pension plan’s assets should not exceed that of the Composite Index. The investment policy guidelines allow the plan assets to be invested in certain types of cash equivalents, fixed income securities, equity securities, mutual funds, and collective trusts. Investments in mutual funds and collective trust funds are substantially limited to funds with the securities characteristic of their assigned benchmarks. The pension plan investment strategy is designed to maintain a diversified portfolio, with a target average long-term rate of 7.00%, however, there is no certainty that the portfolio will perform to expectations. Asset allocations are monitored monthly, and the portfolio is rebalanced as needed. Weighted-average assumptions used to determine benefit obligations at December 31 are as follows: Discount rate Rate of compensation increase Webster Pension Webster SERP Other Benefits 2015 4.20% n/a 2014 3.85% n/a 2015 3.75% n/a 2014 3.50% n/a 2015 3.35% n/a 2014 3.15% n/a 114 Weighted-average assumptions used to determine net periodic benefit cost for the years ended December 31 are as follows: Discount rate Expected long-term return on assets Rate of compensation increase Assumed healthcare cost trend Webster Pension Webster SERP Other Benefits 2015 3.85% 7.00% n/a n/a 2014 4.80% 7.25% n/a n/a 2013 3.90% 7.50% n/a n/a 2015 2014 2013 2015 2014 2013 3.50% 4.25% 3.40% 3.15% 3.75% 2.85% n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a 8.0% 8.0% 8.0% The assumed healthcare cost-trend rate is 8.0% for 2015 and 2016, declining 1.0% each year thereafter until 2019 when the rate will be 5.0%. An increase of 1.0% in the assumed healthcare cost-trend rate for 2015 would have increased the net periodic postretirement benefit cost by $6 thousand and increased the accumulated benefit obligation by $211 thousand. A decrease of 1.0% in the assumed healthcare cost trend rate for 2015 would have decreased the net periodic postretirement benefit cost by $6 thousand and decreased the accumulated benefit obligation by $190 thousand. Multiple-employer plan Webster Bank is a sponsor of a multiple-employer pension plan administered by Pentegra (the “Fund”) for the benefit of former employees of a bank acquired by Webster. The Fund does not segregate the assets or liabilities of its participating employers in the ongoing administration of this plan. According to the Fund’s administrators, as of July 1, 2015, the date of the latest actuarial valuation, Webster’s portion of the plan was under-funded by $0.9 million. The following table sets forth contributions and funding status of the Fund: (In thousands) EIN/Pension Plan Number 13-5645888/333 Contributions by Webster Bank period ended December 31, 2015 $340 2014 $765 2013 $870 Funded Status of Plan 2015 2014 At least 80 percent At least 80 percent Multi-employer accounting is applied to the Fund. As a multiple-employer plan, there are no collective bargained contracts affecting the Fund's contribution or benefit provisions. All shortfall amortization basis are being amortized over seven years, as required by the Pension Protection Act. All benefit accruals were frozen as of September 1, 2004. The Company's contributions to the Fund did not exceed more than 5 percent of total Fund contributions for the years ended December 31, 2015, 2014, and 2013. Webster Bank Retirement Savings Plan Webster provides an employee retirement savings plan governed by section 401(k) of the Internal Revenue Code (the "Code”). For the period March 1, 2009 through February 1, 2012, Webster matched 100% of a participant’s pre-tax contributions to the extent the pre-tax contributions did not exceed 5% of compensation. If a participant fails to make a pre-tax contribution election within 90 days of his or her date of hire, automatic pre-tax contributions will commence 90 days after his or her date of hire at a rate equal to 3% of compensation. The 2% non-elective contribution has been eliminated; however, Webster continues to contribute the special transition credits. Effective February 1, 2012, Webster matches 100% of the first 2% and 50% of the next 6% of employees’ pre-tax contributions based on annual compensation. Webster continues to contribute the special transition credits under the employee retirement savings plan. Compensation and benefit expense included $10.9 million, $10.6 million, and $11.2 million for the years ended December 31, 2015, 2014, and 2013, respectively, for employer contributions. 115 Note 18: Share-Based Plans Webster maintains stock compensation plans (collectively, the "Plans") under which non-qualified stock options, incentive stock options, restricted stock, restricted stock units, or stock appreciation rights may be granted to employees and directors. The Company believes these share awards better align the interests of its employees with those of its shareholders. Stock compensation cost is recognized over the required service vesting period for the awards, based on the grant-date fair value, net of estimated forfeitures, and is included as a component of compensation and benefits reflected in non-interest expense. The Plans have shareholder approval for up to 10.9 million shares of common stock. At December 31, 2015, there were 1.3 million common shares remaining available for grant, while no stock appreciation rights have been granted. The following table provides a summary of stock compensation expense, and the related income tax benefit, recognized in the accompanying Consolidated Statements of Income: (In thousands) Stock options Restricted stock Total stock compensation expense Income tax benefit Years ended December 31, 2015 379 10,556 10,935 3,903 $ $ $ 2014 1,175 9,048 10,223 3,553 $ $ $ 2013 3,902 6,762 10,664 5,344 $ $ $ The following table provides a summary of unrecognized stock compensation expense: (Dollars in thousands) Stock options Restricted stock At December 31, 2015 Unrecognized Compensation Expense $ $ 43 10,937 Weighted- Average Period To Be Recognized 0.1 years 1.9 years The following table provides a summary of the activity under the Plans for the year ended December 31, 2015: Unvested Restricted Stock Awards Time-Based Performance-Based Stock Options Outstanding Number of Shares Weighted- Average Grant Date Fair Value Number of Units Weighted- Average Grant Date Fair Value Number of Shares Weighted- Average Grant Date Fair Value Number of Shares Weighted- Average Exercise Price Balance at January 1, 2015 243,015 $ 27.03 2,279 $ 29.34 130,193 $ 28.61 1,900,144 $ 24.95 Granted 223,190 34.82 12,531 34.45 138,591 36.15 — — Exercised options Vested restricted stock awards (1) Forfeited — (220,866) (9,194) — 28.83 30.27 — — — — (221,320) 18.09 (12,722) 33.53 (153,063) 31.27 — — — — — (151,750) Balance at December 31, 2015 236,145 $ 32.58 2,088 $ 34.45 115,721 $ 34.14 1,527,074 $ Options exercisable, at December 31, 2015 Options expected to vest, at December 31, 2015 (1) Vested for purposes of recording compensation expense. 1,420,758 $ 105,378 $ 116 — 45.36 23.92 23.99 23.00 Time-based restricted stock. Time-based restricted stock awards vest over the applicable service period ranging from one to five years. The Plans limit the number of time-based awards that may be granted to an eligible individual in a calendar year to 100,000 shares. Compensation expense is recorded over the vesting period based on fair value, which is measured using the Company's common stock closing price at the date of grant. Performance-based restricted stock. Performance-based restricted stock awards vest after a three year performance period, with share quantity dependent on that performance. Awards granted in 2015 and 2014 vest in a range from zero to 150% while previous awards vest in a range from zero to 200% of the target number of shares under the grant. The performance-based shares granted in 2015 vest, 50% based upon Webster's ranking for total shareholder return versus Webster's compensation peer group companies and 50% upon Webster's average of return on equity for each year during the three year vesting period. The compensation peer group companies are utilized because they represent the financial institutions that best compare with Webster. The Company records compensation expense over the vesting period, based on a fair value calculated using the Monte-Carlo simulation model, which allows for the incorporation of the performance condition for the 50% of the performance-based shares tied to total shareholder return versus the compensation peer group, and based on a fair value of the market price on the date of grant for the remaining 50% of the performance-based shares tied to Webster's return on equity. Compensation expense is subject to adjustment based on management's assessment of Webster's return on equity performance relative to the target number of shares condition. The total fair value of restricted stock awards vested during the years ended December 31, 2015, 2014, and 2013 was $11.6 million, $9.4 million, and $5.1 million, respectively. Stock options. Stock option awards have an exercise price equal to the market price of Webster's stock on the date of grant and vest over periods ranging from three to four years. Each option grants the holder the right to acquire a share of Webster common stock over a contractual life of up to ten years. There were no stock options granted for 2015 and 2014. The fair value of each option award for 2013 was $10.96, as estimated on the date of grant using the Black-Scholes Option-Pricing Model using the following weighted-average assumptions: 6.9 years expected term; 1.80% expected dividend yield; 10.00% expected forfeiture rate; 58.97% expected volatility; and a 1.36% risk- free interest rate. The weighted-average remaining contractual term for options expected to vest at December 31, 2015 was 7.2 years. These assumptions can be highly subjective and therefore, Webster uses historical data within the valuation model. The expected term of options granted is derived from actual option exercise and employee termination tendencies. The expected dividend yield is based on the current annual dividend on a current stock price. The expected forfeiture rate is calculated based on actual forfeiture activity trends. The expected volatility is derived from historical returns of the daily closing stock price over periods of time equal to the duration of the expected term of options granted. The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the date of grant for periods that coincide with the contractual life of the option. Aggregate intrinsic value represents the total pretax intrinsic value (the difference between Webster's closing stock price on the last trading day of the year and the weighted-average exercise price, multiplied by the number of shares) that would have been received by the option holders had all option holders exercised their options at that time. At December 31, 2015, the aggregate intrinsic value of options outstanding, options exercisable, and options expected to vest was $22.5 million, $21.0 million, and $1.5 million, respectively. The total intrinsic value of options exercised during the years ended December 31, 2015, 2014, and 2013 was $4.3 million, $1.9 million, and $1.8 million, respectively. There were 1,388,957 non-qualified stock options and 138,117 incentive stock options outstanding at December 31, 2015. The following table summarizes information about options outstanding and options exercisable at December 31, 2015: Range of Exercise Prices $ 5.14 - 20.00 $ 20.01 - 30.00 $ 30.01 - 40.00 $ 40.01 - 48.88 Options Outstanding Options Exercisable Weighted- Average Remaining Contractual Life (years) Weighted- Average Exercise Price 3.2 6.1 2.0 1.0 4.0 $ $ 9.67 23.54 32.03 47.77 23.92 Number of Shares 448,941 672,339 192,518 213,276 1,527,074 Weighted- Average Remaining Contractual Life (years) Weighted- Average Exercise Price 3.2 5.9 2.0 1.0 3.8 $ $ 9.67 23.65 32.03 47.77 23.99 Number of Shares 448,941 566,023 192,518 213,276 1,420,758 117 Note 19: Segment Reporting Beginning in January of 2015, Webster’s operations are divided into four reportable segments that represent its core businesses – Commercial Banking, Community Banking, HSA Bank, and Private Banking. Community Banking includes the operating segments of Webster's Personal Banking and Business Banking. With the acquisition of a health savings account business in early 2015, the reported revenue of the HSA Bank segment grew in excess of 10% of the combined revenue of all operating segments. As a result, beginning in the first quarter of 2015. we began reporting the HSA Bank and Private Banking segments separately. These segments reflect how executive management responsibilities are assigned by the chief operating decision maker for each of the core businesses, the products and services provided, the type of customer served, and reflects how discrete financial information is currently evaluated. The Company’s Treasury unit and consumer liquidating portfolio are included in the Corporate and Reconciling category along with the amounts required to reconcile profitability metrics to GAAP reported amounts. The 2014 and 2013 segment results have been adjusted for comparability to the 2015 segment presentation. Webster’s reportable segment results are intended to reflect each segment as if it were a stand-alone business. Webster uses an internal profitability reporting system to generate information by operating segment, which is based on a series of management estimates and allocations regarding funds transfer pricing, provision for loan and lease losses, non-interest expense, 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 reported results of any operating 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 operating segment, reflect non-GAAP reporting methodologies. The differences between full profitability and GAAP results are reconciled in the Corporate and Reconciling category. The Company uses a matched maturity funding concept, called funds transfer pricing (“FTP”), to allocate interest income and interest expense to each business while also transferring the primary interest rate risk exposures to the Corporate and Reconciling category. The allocation process considers the specific interest rate risk and liquidity risk of financial instruments and other assets and liabilities in each line of business. The matched maturity funding concept considers the origination date and the earlier of the maturity date or the repricing date of a financial instrument to assign an FTP rate for loans and deposits originated each day. Loans are assigned an FTP rate for funds used and deposits are assigned an FTP rate for funds provided. This process is executed by the Company’s Financial Planning and Analysis division and is overseen by the Company’s Asset/Liability Committee. Webster allocates the provision for loan and lease losses to each segment based on management’s estimate of the inherent loss content in each of the specific loan and lease portfolios. Provision expense for certain elements of risk that are not deemed specifically attributable to a reportable segment, such as the provision for the consumer liquidating portfolio, is shown as part of the Corporate and Reconciling category. Webster allocates a majority of non-interest expense to each reportable segment using a full-absorption costing process. Costs, including corporate overhead, are analyzed, pooled by process, and assigned to the appropriate reportable segment. Income tax expense is allocated to each reportable segment based on the consolidated effective income tax rate for the period shown. 118 The following tables present the results for Webster’s reportable segments and the Corporate and Reconciling category, which incorporates the allocation of the provision for loan and lease losses and income tax expense: Year ended December 31, 2015 (In thousands) Net interest income (loss) Provision (benefit) for loan and lease losses Net interest income (loss) after provision for loan and lease losses Non-interest income Non-interest expense Income (loss) before income tax expense Income tax expense (benefit) Net income (loss) Commercial Banking Community Banking $ 255,845 30,160 $ 354,709 19,603 $ HSA Bank 73,433 — 225,685 37,784 109,718 153,751 48,112 105,639 $ 335,106 108,604 330,692 113,018 35,366 77,652 $ $ 73,433 64,243 80,662 57,014 17,841 39,173 Private Banking 10,240 386 9,854 9,183 19,781 (744) (233) (511) $ $ Corporate and Reconciling (29,602) (849) $ Consolidated Total 664,625 49,300 $ (28,753) 19,731 13,701 (22,723) (7,110) (15,613) $ 615,325 239,545 554,554 300,316 93,976 206,340 $ Year ended December 31, 2014 (In thousands) Net interest income (loss) Provision (benefit) for loan and lease losses Net interest income (loss) after provision for loan and lease losses Non-interest income Non-interest expense Income (loss) before income tax expense Income tax expense (benefit) Net income (loss) Commercial Banking Community Banking $ 238,186 13,088 $ 354,781 26,345 $ HSA Bank 38,822 — 225,098 37,270 102,374 159,994 50,446 109,548 328,436 103,543 324,312 107,667 33,947 73,720 $ $ $ 38,822 28,553 40,900 26,475 8,311 18,164 Private Banking 8,877 765 8,112 9,843 18,691 (736) (232) (504) $ $ Corporate and Reconciling (12,225) (2,948) $ Consolidated Total 628,441 37,250 $ (9,277) 22,899 15,323 (1,701) (499) (1,202) $ 591,191 202,108 501,600 291,699 91,973 199,726 $ Year ended December 31, 2013 (In thousands) Net interest income Provision (benefit) for loan and lease losses Net interest income after provision for loan and lease losses Non-interest income Non-interest expense Income before income tax expense Income tax expense Net income (loss) Commercial Banking Community Banking $ 217,582 17,971 $ 347,395 19,219 $ HSA Bank 32,807 — 199,611 30,797 99,801 130,607 39,260 91,347 328,176 116,182 337,795 106,563 32,029 74,534 $ $ $ 32,807 21,963 29,962 24,808 7,423 17,385 Private Banking 8,185 397 7,788 10,963 19,783 (1,032) (310) (722) $ $ Corporate and Reconciling (9,241) (4,087) $ Consolidated Total 596,728 33,500 $ (5,154) 11,145 10,368 (4,377) (1,289) (3,088) $ 563,228 191,050 497,709 256,569 77,113 179,456 $ (In thousands) At December 31, 2015 At December 31, 2014 At December 31, 2013 Total Assets Commercial Banking Community Banking HSA Bank Private Banking Corporate and Reconciling Consolidated Total $ 7,505,513 $ 8,441,950 $ 95,815 $ 493,571 $ 8,140,971 $24,677,820 6,550,868 5,682,129 8,123,928 7,738,597 26,680 19,524 398,893 346,338 7,432,803 22,533,172 7,066,557 20,853,145 119 Note 20: Commitments and Contingencies Lease Commitments Webster is obligated under various non-cancelable operating leases for properties used as banking and other office facilities. The leases contain renewal options and escalation clauses which provide for increased rental expense, or are for equipment upgrades. Rental expense under the leases was $21.5 million, $20.5 million, and $20.3 million for the years ended December 31, 2015, 2014, and 2013, respectively, and is recorded as a component of occupancy expense in the accompanying Consolidated Statements of Income. Rental income from sub-leases on certain of these properties is netted as a component of occupancy expense, while rental income under various non-cancelable operating leases for properties owned is recorded as a component of other non-interest income in the accompanying Consolidated Statements of Income. Rental income was $0.8 million for the years ended December 31, 2015 and 2014, and $0.9 million for the year ended December 31, 2013. The following table summarizes future minimum rental payments and receipts under lease agreements, including the greater Boston locations acquired through Citigroup Inc.: (In thousands) 2016 2017 2018 2019 2020 Thereafter Total future minimum rental payments and receipts Credit-Related Financial Instruments At December 31, 2015 Rental Payments 25,218 23,140 18,998 17,227 15,561 84,114 184,258 $ $ Rental Receipts 690 422 248 147 89 84 1,680 $ $ The Company offers credit-related financial instruments, in the normal course of business to meet certain financing needs of its customers, that involve off-balance sheet risk. These transactions may include an unused commitment to extend credit, standby letter of credit, or commercial letter of credit. Such transactions 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) Commitments to extend credit Standby letter of credit Commercial letter of credit Total credit-related financial instruments with off-balance sheet risk At December 31, 2015 $ 4,851,994 133,294 45,742 $ 5,031,030 2014 $ 4,376,733 142,964 27,787 $ 4,547,484 Commitments to Extend Credit. The Company makes commitments under various terms to lend funds to customers at a future point in time. These commitments include revolving credit arrangements, term loan commitments, and short-term borrowing agreements. Most of these loans have fixed expiration dates or other termination clauses where a fee may be required. Since commitments routinely expire without being funded, or after required availability of collateral occurs, the total commitment amount does not necessarily represent future liquidity requirements. Standby Letter of Credit. A standby letter of credit commits the Company to make payments on behalf of customers if certain specified future events occur. The Company has recourse against the customer for any amount required to be paid to a third party under a standby letter of credit, which is often part of a larger credit agreement under which security is provided. Historically, a large percentage of standby letters of credit expire without being funded. The contractual amount of a standby letter of credit represents the maximum amount of potential future payments the Company could be required to make, and is the Company's maximum credit risk. Commercial Letter of Credit. A commercial letter of credit is issued to facilitate either domestic or foreign trade arrangements for customers. As a general rule, drafts are committed to be drawn when the goods underlying the transaction are in transit. Similar to a standby letter of credit, a commercial letter of credit is often secured by an underlying security agreement including the assets or inventory they relate to. 120 These commitments subject the Company to potential exposure in excess of amounts recorded in the financial statements, and therefore, management maintains a specific reserve for unfunded credit commitments. This reserve is reported as a component of accrued expenses and other liabilities in the accompanying Consolidated Balance Sheets. The following table provides a summary of activity in the reserve for unfunded credit commitments: (In thousands) Beginning balance (Benefit) provision Ending balance Years ended December 31, 2015 5,151 (3,032) 2,119 $ $ 2014 4,384 767 5,151 $ $ 2013 5,662 (1,278) 4,384 $ $ The benefit recorded in 2015 to the reserve for unfunded credit commitments is the result of a change in a key assumption used in calculating expected incremental utilization of credit. The updated assumption is based on a more detailed analysis of customer behavior and performance in the months prior to a charge-off, rather than a general overall utilization rate, which should result in a better estimate of potential loss on credit-related financial instruments. Litigation Webster is involved in routine legal proceedings occurring in the ordinary course of business and is subject to loss contingencies related to such litigation and claims arising therefrom. Webster evaluates these contingencies based on information currently available, including advice of counsel and assessment of available insurance coverage. Webster establishes accruals for litigation and claims when a loss contingency is considered probable and the related amount is reasonably estimable. These accruals are periodically reviewed and may be adjusted as circumstances change. Webster also estimates certain loss contingencies for possible litigation and claims, whether or not there is an accrued probable loss. Webster believes it has defenses to all the claims asserted against it in existing litigation matters and intends to defend itself in all matters. Based upon its current knowledge, after consultation with counsel and after taking into consideration its current litigation accruals, Webster believes that at December 31, 2015 any reasonably possible losses, in addition to amounts accrued, are not material to Webster’s consolidated financial condition. However, in light of the uncertainties involved in such actions and proceedings, there is no assurance that the ultimate resolution of these matters will not significantly exceed the amounts currently accrued by Webster or that the Company’s litigation accrual will not need to be adjusted in future periods. Such an outcome could be material to the Company’s operating results in a particular period, depending on, among other factors, the size of the loss or liability imposed and the level of the Company’s income for that period. 121 Note 21: Parent Company Information Financial information for the Parent Company only is presented in the following tables: Condensed Balance Sheets (In thousands) Assets: Cash and due from banks Securities available for sale, at fair value Investment in subsidiaries Due to subsidiaries Alternative investments Other assets Total assets Liabilities and shareholders’ equity: Senior notes Junior subordinated debt Accrued interest payable Other liabilities Total liabilities Shareholders’ equity Total liabilities and shareholders’ equity Condensed Statements of Income (In thousands) Operating Income: Dividend income from bank subsidiary Interest on securities and interest-bearing deposits Gain on sale of investment securities, net Alternative investments income (loss) Other non-interest income Total operating income Operating Expense: Interest expense on borrowings Compensation and benefits Other non-interest expense Total operating expense Income before income tax benefit and equity in undistributed earnings of subsidiaries and associated companies Income tax benefit Equity in undistributed earnings of subsidiaries and associated companies December 31, 2015 2014 $ 279,644 $ 272,492 2,578 5,902 2,347,068 2,249,910 (48) 6,795 16,359 (165) 10,046 14,356 $ 2,652,396 $ 2,552,541 $ 149,036 $ 148,917 77,320 2,591 7,878 77,320 2,582 907 236,825 229,726 2,415,571 2,322,815 $ 2,652,396 $ 2,552,541 Years ended December 31, 2015 2014 2013 $ 110,000 $ 100,000 $ 90,000 546 — 2,274 152 613 1,185 804 151 1,025 1,273 (392) 152 112,972 102,753 92,058 9,665 10,965 6,005 26,635 86,337 2,929 117,074 10,041 10,290 4,562 24,893 77,860 8,798 113,068 7,273 10,787 5,966 24,026 68,032 9,742 101,682 Net income $ 206,340 $ 199,726 $ 179,456 122 Condensed Statements of Comprehensive Income (In thousands) Net income Other comprehensive loss, net of tax: Net unrealized (losses) gains on available for sale securities Net unrealized gains (losses) on derivative instruments Other comprehensive loss of subsidiaries and associated companies Other comprehensive loss, net of tax Comprehensive income Condensed Statements of Cash Flows (In thousands) Operating activities: Net income Years ended December 31, 2015 2014 2013 $ 206,340 $ 199,726 $ 179,456 (2,109) 1,223 (20,959) (21,845) 725 (2,932) (5,505) (7,712) (616) 1,152 (16,819) (16,283) $ 184,495 $ 192,014 $ 163,173 Years ended December 31, 2015 2014 2013 $ 206,340 $ 199,726 $ 179,456 Adjustments to reconcile income from continuing operations to net cash provided by operating activities: Equity in undistributed earnings of subsidiaries and associated companies (117,074) (113,068) (101,682) Stock-based compensation Other, net Net cash provided by operating activities Investing activities: Purchases of available for sale securities Proceeds from sale of available for sale securities Net cash (used for) provided by investing activities Financing activities: Issuance of long-term debt Repayment of long-term debt Cash dividends paid to common shareholders Cash dividends paid to preferred shareholders Exercise of stock options Excess tax benefits from stock-based compensation Common stock issued 10,935 9,066 109,267 — — — — — (80,964) (8,711) 3,060 2,338 — 10,223 (10,721) 86,160 (3,500) 3,499 (1) 150,000 (150,000) (67,431) (10,556) 2,221 1,161 435 Common stock repurchased/shares acquired related to employee share-based plans (17,815) (13,067) 10,664 (1,934) 86,504 (75) 13,544 13,469 — — (48,952) (10,803) 2,736 389 731 (672) (30) (56,601) 43,372 230,201 Common stock warrants repurchased Net cash used for financing activities Increase (decrease) in cash and due from banks Cash and due from banks at beginning of year Cash and due from banks at end of year (23) (102,115) 7,152 272,492 (3) (87,240) (1,081) 273,573 $ 279,644 $ 272,492 $ 273,573 123 Note 22: Selected Quarterly Consolidated Financial Information (Unaudited) (In thousands, except per share data) Interest income Interest expense Net interest income Provision for loan and lease losses Non-interest income (less securities amounts) Gain on sale of investment securities, net Impairment loss recognized in earnings Non-interest expense Income before income tax expense Income tax expense Net income Earnings applicable to common shareholders Earnings per common share: Basic Diluted (In thousands, except per share data) Interest income Interest expense Net interest income Provision for loan and lease losses Non-interest income (less securities amounts) Gain on sale of investment securities, net Impairment loss recognized in earnings Non-interest expense Income before income tax expense Income tax expense Net income Earnings applicable to common shareholders Earnings per common share: Basic Diluted First Quarter Second Quarter Third Quarter Fourth Quarter 2015 $ 182,912 $ 186,970 $ 191,998 $ 23,148 159,764 9,750 57,847 43 — 134,090 73,814 24,092 23,459 163,511 12,750 59,365 486 — 137,446 73,166 20,663 23,988 168,010 13,000 61,537 — (82) 139,854 76,611 25,075 49,722 $ 52,503 $ 51,536 $ 46,937 $ 50,277 $ 49,341 $ 50,414 $ 0.52 0.52 $ 0.55 0.55 $ 0.54 0.54 0.55 0.55 First Quarter Second Quarter Third Quarter Fourth Quarter 2014 $ 177,779 $ 177,497 $ 179,914 $ 22,478 155,301 9,000 45,580 4,336 (88) 124,463 71,666 21,237 22,375 155,122 9,250 47,669 — (73) 122,475 70,993 23,159 22,544 157,370 9,500 50,952 42 (85) 124,498 74,281 23,824 50,429 $ 47,834 $ 50,457 $ 198,160 24,820 173,340 13,800 60,297 80 (28) 143,164 76,725 24,146 52,579 183,751 23,103 160,648 9,500 53,553 1,121 (899) 130,164 74,759 23,753 51,006 47,617 $ 45,008 $ 47,647 $ 48,224 $ 0.53 0.53 $ 0.50 0.50 $ 0.53 0.53 0.54 0.53 $ $ $ $ $ $ 124 ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE None ITEM 9A. CONTROLS AND PROCEDURES Disclosure Controls and Procedures Webster’s management, including the Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of the design and operation of Webster’s disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended) (the “Exchange Act”) as of the end of the period covered by this report. Based upon that evaluation, management, including the Chief Executive Officer and Chief Financial Officer, concluded that Webster’s disclosure controls and procedures were effective as of the end of the period covered by this report for recording, processing, summarizing and reporting the information Webster is required to disclose in the reports it files under the Exchange Act within the time periods specified in the SEC’s rules and forms. Internal Control Over Financial Reporting Webster’s management has issued a report on its assessment of the effectiveness of Webster’s internal control over financial reporting as of December 31, 2015. Webster’s independent registered public accounting firm has issued a report on the effectiveness of Webster’s internal control over financial reporting as of December 31, 2015. The report expresses an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting as of December 31, 2015. There were no changes made in Webster’s internal control over financial reporting that occurred during the most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting. The reports of Webster’s management and of Webster’s independent registered public accounting firm follow. MANAGEMENT REPORT ON INTERNAL CONTROL We, as management of Webster Financial Corporation and its Subsidiaries (“Webster” or the “Company”), are responsible for establishing and maintaining effective internal control over financial reporting. Pursuant to the rules and regulations of the Securities and Exchange Commission, internal control over financial reporting is a process designed by, or under the supervision of, the Company’s principal executive and principal financial officers, or persons performing similar functions, and effected by the Company’s board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. generally accepted accounting principles. Internal controls over financial reporting includes those policies and procedures that pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company; provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with U.S. generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements. Management has evaluated the effectiveness of Webster’s internal control over financial reporting as of December 31, 2015 based on the control criteria established in a report entitled Internal Control – Integrated Framework (2013), issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on such evaluation, we have concluded that Webster’s internal control over financial reporting is effective as of December 31, 2015. The independent registered public accounting firm of KPMG LLP, as auditor of Webster’s financial statements, has issued an opinion on Webster’s internal control over financial reporting as of December 31, 2015. /s/ James C. Smith James C. Smith Chairman and Chief Executive Officer February 29, 2016 /s/ Glenn I. MacInnes Glenn I. MacInnes Executive Vice President and Chief Financial Officer 125 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM The Board of Directors and Shareholders Webster Financial Corporation: We have audited Webster Financial Corporation and subsidiaries' internal control over financial reporting as of December 31, 2015, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Webster Financial Corporation’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management Report on Internal Control. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion. A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that: (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with U.S. generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. In our opinion, Webster Financial Corporation and subsidiaries' maintained, in all material respects, effective internal control over financial reporting as of December 31, 2015, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheets of Webster Financial Corporation and subsidiaries as of December 31, 2015 and 2014, and the related consolidated statements of income, comprehensive income, shareholders’ equity, and cash flows for each of the years in the three- year period ended December 31, 2015, and our report dated February 29, 2016 expressed an unqualified opinion on those consolidated financial statements. Hartford, Connecticut February 29, 2016 126 ITEM 9B. OTHER INFORMATION None PART III ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE The following table sets forth certain information for Webster’s executive officers, each of whom is appointed to serve for a one- year period: Name James C. Smith Joseph J. Savage John R. Ciulla Glenn I. MacInnes Daniel H. Bley Colin D. Eccles Daniel M. FitzPatrick Bernard M. Garrigues Nitin J. Mhatre Dawn C. Morris Charles L. Wilkins Harriet Munrett Wolfe Gregory S. Madar Age at December 31, 2015 66 63 50 54 47 57 57 57 45 48 54 62 53 Positions Held Chairman, Chief Executive Officer and Director Executive Vice Chairman and Director of Webster Bank President and Director of Webster Bank Executive Vice President and Chief Financial Officer Executive Vice President and Chief Risk Officer Executive Vice President and Chief Information Officer Executive Vice President, Private Banking Executive Vice President and Chief Human Resources Officer Executive Vice President, Community Banking Executive Vice President and Chief Marketing Officer Executive Vice President, HSA Bank Executive Vice President, General Counsel and Secretary Senior Vice President and Chief Accounting Officer Information concerning the principal occupation of these executive officers of Webster Financial Corporation and Webster Bank during at least the last five years is set forth below. James C. Smith is Chairman and Chief Executive Officer of Webster and Webster Bank. Mr. Smith joined Webster Bank in 1975 and was appointed CEO of the bank and the holding company in 1987 and Chairman in 1995. He was elected President, Chief Operating Officer and a director of Webster Bank in 1982 and of the holding company at its inception in 1986. He served as President of Webster and Webster Bank until 2000, and again from 2008 through 2011. Mr. Smith serves as Vice Chairman of the Midsize Banks Coalition of America. He is a past member of the board of directors of the American Bankers Association and served several years as co-chairman of the ABA’s American Bankers Council for midsize banks. He is a past member of the board of directors of the Financial Services Roundtable. Mr. Smith served as a member of the Federal Advisory Council, which advises the deliberations of the Federal Reserve Board of Governors, and served on the board of directors of the Federal Reserve Bank of Boston. He served on the board of directors of the Federal Home Loan Bank of Boston. He served on the executive committee of the Connecticut Bankers Association. Mr. Smith is actively engaged in community service and supports numerous civic organizations including as a member of the board of Saint Mary’s Health System in Waterbury, Connecticut. Joseph J. Savage is Executive Vice Chairman of Webster and Webster Bank. He joined Webster in April 2002 as Executive Vice President, Commercial Banking and was promoted to President of Webster Bank and elected to the board of directors of Webster Bank in January 2014. He was appointed to his current position in October 2015. Prior to joining Webster, Mr. Savage was Executive Vice President of the Communications and Energy Banking Group for CoBank in Denver, Colorado from 1996 to April 2002. Mr. Savage serves as a director of the Travelers Championship Committee. He serves on the board of the Bushnell and the Connecticut Bankers Association. He was also the chair of the 2013-14 United Way Campaign for United Way of Central and Northeastern Connecticut. John R. Ciulla is President of Webster and Webster Bank. Mr. Ciulla joined Webster in 2004 and has served in a variety of management positions at the company, including chief credit risk officer and senior vice president, commercial banking, where he was responsible for several business units. He was promoted from executive vice president and head of Middle market banking to lead Commercial Banking in January 2014 and President in October 2015. Prior to joining Webster, Mr. Ciulla was managing director of The Bank of New York, where he worked from 1997 to 2004. He is the Vice Chairman of the board of the Connecticut Business & Industry Association and serves on the board of the Business Council of Fairfield County. 127 Glenn I. MacInnes is Executive Vice President and Chief Financial Officer of Webster and Webster Bank. He joined Webster in 2011. Prior to joining Webster, Mr. MacInnes was Chief Financial Officer at New Alliance Bancshares for two years and was employed for 11 years at Citigroup in a series of positions, including deputy CFO for Citibank North America and CFO of Citibank (West) FSB. Mr. MacInnes serves on the Board of Wellmore Behavioral Health, Inc. Daniel H. Bley is Executive Vice President and Chief Risk Officer of Webster and Webster Bank since August of 2010. Prior to joining Webster, Mr. Bley worked at ABN AMRO and Royal Bank of Scotland from 1990 to 2010, having served as Managing Director of Financial Institutions Credit Risk and Group Senior Vice President, Head of Financial Institutions and Trading Credit Risk Management. Mr. Bley currently serves on the Board of Directors of Junior Achievement of Western Connecticut. Colin D. Eccles is Executive Vice President and Chief Information Officer of Webster and Webster Bank. He joined Webster in January of 2013. Prior to joining Webster, Mr. Eccles served as CIO for Umpqua Holdings in Portland, Ore. Before that, he worked for Washington Mutual Bank from January 2002 to January 2009 and was the CIO for the Retail Bank. He worked for Hogan Systems in Dallas, Texas from May 1994 to January 2002. He also worked for the First National Bank of South Africa from August 1988 to May 1994. Daniel M. FitzPatrick is Executive Vice President, Head of Private Banking of Webster and Webster Bank. He joined Webster in October 2012. Prior to joining Webster, Mr. FitzPatrick was Regional Managing Director for the BNY Mellon Wealth Management business in Fairfield and Westchester counties. Before that, he held the positions of: Managing Director, Goldman Sachs and CEO at The Goldman Sachs Trust Company, N.A.; Managing Director at Citigroup and CEO of its Citi Trust division; Managing Director of Samoset Capital Group LLC and CEO of Samoset Financial Services LLC; and Managing Director and head of Fiduciary Management at J.P. Morgan. Mr. FitzPatrick serves as a Board Member for Greenwich Emergency Medical Services, Inc. and as Vice President and a member of the Board of Governors of The Preston Mountain Club, Inc. Bernard M. Garrigues is Executive Vice President and Chief Human Resources Officer of Webster and Webster Bank. Mr. Garrigues joined Webster in 2014. Prior to joining Webster, Mr. Garrigues was with TIMEX Group in Middlebury, Connecticut, where he was the Chief Human Resources Officer having comprehensive global HR responsibility for several thousand employees in 22 countries. Previously, he worked 21 years for General Electric where he served as global head of HR with a number of GE businesses, including GE Commercial Finance, GE Capital Real Estate, GE Capital IT Solutions and Healthcare in both the United States and Europe. Mr. Garrigues is Six Sigma Green Belt certified, a published author, and a seasoned guest lecturer. Nitin J. Mhatre is Executive Vice President, Head of Community Banking of Webster and Webster Bank. He joined Webster in October 2008 as Executive Vice President, Consumer Lending of Webster Bank and was appointed Executive Vice President, Consumer Finance in January 2009. He was promoted to his current position in August of 2013. Prior to joining Webster, Mr. Mhatre worked at Citigroup across multiple geographies including St. Louis - Missouri, Stamford - Connecticut, Guam - USA and India, in various capacities. In his most recent position, he was the Managing Director for the Home Equity Retail business for CitiMortgage based in Stamford, Connecticut. Mr. Mhatre is a board member of Consumer Bankers Association headquartered in Washington, D.C. and also serves on the board of Junior Achievement of Southwest New England. Dawn C. Morris is Executive Vice President and Chief Marketing Officer of Webster and Webster Bank. She joined Webster in March 2014. Prior to joining Webster, Ms. Morris was with Citizens Bank in Dedham, Mass., where she served in a variety of roles, including head of customer segment management, product and segment marketing, and business banking product management. Earlier in her career, Ms. Morris worked in a number of business line and marketing roles at RBC Bank in North Carolina. Ms. Morris serves on the boards of The Hartford Stage, Marketing EDGE, and the Girl Scouts of Eastern Massachusetts. She is also on the Executive Committee for the Connecticut Veterans Day Parade and is co-chair with Connecticut Governor Dannel Malloy of the Governor’s Prevention Partnership. Charles L. Wilkins is Executive Vice President, Head of HSA Bank of Webster and Webster Bank. He joined Webster in 2014. Prior to joining Webster, he was president of his own consulting practice specializing in healthcare and financial services from June 2012 to December 2013. Prior to this, Mr. Wilkins was general manager and chief executive officer of OptumHealth Financial Services, a division of UnitedHealth Group in Minnesota from August 2007 to June 2012. He is an active volunteer with the United Way, Special Olympics, and Crossroad Career Network. Harriet Munrett Wolfe is Executive Vice President, General Counsel and Corporate Secretary of Webster and Webster Bank. She joined Webster in March 1997 as Senior Vice President and Counsel, was appointed Secretary in June 1997, and General Counsel in September 1999. In January 2003, she was appointed Executive Vice President. Prior to this, Ms. Wolfe was in private practice. Ms. Wolfe serves as a board member of the University of Connecticut Foundation, Inc., and as a member of the Foundation’s Executive Committee, Audit Committee, and Chair of the Real Estate Committee. 128 Gregory S. Madar is Senior Vice President and Chief Accounting Officer of Webster and Webster Bank. He joined Webster in 1995 as Vice President and Tax Manager. Mr. Madar served in a number of senior finance positions including Senior Vice President and Controller from February 2002 to February 2011 when he was promoted to his current position. Mr. Madar is a Certified Public Accountant and previously worked for KPMG LLP. Webster has adopted a Code of Business Conduct and Ethics that applies to all directors, officers and employees, including the principal executive officers, principal financial officer and principal accounting officer. It has also adopted Corporate Governance Guidelines (“Guidelines”) and charters for the Audit, Compensation, Nominating and Corporate Governance, Executive and Risk Committees of the Board of Directors. The Guidelines and the charters of the Audit, Compensation, and Nominating and Corporate Governance Committees can be found on Webster's website (www.websterbank.com). You can also obtain a printed copy of any of these documents without charge by contacting Webster at the following address: Webster Financial Corporation 145 Bank Street Waterbury, Connecticut 06702 Attn: Investor Relations Telephone: (203) 578-2202 Additional information required under this item may be found under the sections captioned “Information as to Nominees” and “Section 16(a) Beneficial Ownership Reporting Compliance” in Webster's Proxy Statement (“the Proxy Statement”), which will be filed with the Securities and Exchange Commission no later than 120 days after the close of the fiscal year ended December 31, 2015, and is incorporated herein by reference. ITEM 11. EXECUTIVE COMPENSATION Information regarding compensation of executive officers and directors is omitted from this report and may be found in the Company's 2016 Proxy Statement (Schedule 14A) under the sections captioned “Compensation Discussion and Analysis” and “Compensation of Directors,” and the information included therein is incorporated herein by reference. ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS Stock-Based Compensation Plans Information regarding stock-based compensation awards outstanding and available for future grants as of December 31, 2015, represents stock-based compensation plans approved by shareholders and is presented in the table below. There are no plans that have not been approved by shareholders. Plan Category Plans approved by shareholders Plans not approved by shareholders Total Number of Shares to be Issued Upon Exercise of Outstanding Awards 1,527,074 — 1,527,074 Weighted- Average Exercise Price of Outstanding Awards $ $ 23.92 — 23.92 Number of Shares Available for Future Grants 1,339,337 — 1,339,337 Further information required by this Item is omitted herewith and may be found under the sections captioned “Stock Owned by Management” and “Principal Holders of Voting Securities of Webster” in the Proxy Statement and such information included therein is incorporated herein by reference. Additional information is presented in Note 18: Share-Based Plans in the Notes to Consolidated Financial Statements contained elsewhere in this report. ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE Information regarding certain relationships and related transactions, and director independence is omitted from this report and may be found under the sections captioned “Certain Relationships”, “Compensation Committee Interlocks and Insider Participation” and “Corporate Governance” in the Proxy Statement and the information included therein is incorporated herein by reference. 129 ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES Information regarding principal accounting fees and services is omitted from this report and may be found under the section captioned “Auditor Fee Information” in the Proxy Statement and the information included therein is incorporated herein by reference. ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES PART IV (a) The following documents are filed as part of the Annual Report on Form 10-K: (1) Consolidated Financial Statements of Registrant and its subsidiaries are included within Item 8 of Part II of this report. (2) Consolidated Financial Statement schedules for which provision is made in the applicable accounting regulations of the Securities and Exchange Commission have been omitted because they are not applicable or the required information is included in the Consolidated Financial Statements or Notes thereto included within Item 8 of Part II of this report. (3) The exhibits to this Annual Report on Form 10-K are set forth on the Exhibit Index immediately preceding such exhibits and is incorporated herein by reference. (b) Exhibits to this Form 10-K are attached or incorporated herein by reference as stated above. (c) Not applicable 130 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) 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, on February 29, 2016. WEBSTER FINANCIAL CORPORATION By /s/ James C. Smith James C. Smith Chairman and Chief Executive Officer Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities indicated on February 29, 2016. Signature: Title: /s/ James C. Smith James C. Smith /s/ Glenn I. MacInnes Glenn I. MacInnes /s/ Gregory S. Madar Gregory S. Madar /s/ William L. Atwell William L. Atwell /s/ Joel S. Becker Joel S. Becker /s/ John J. Crawford John J. Crawford /s/ Robert A. Finkenzeller Robert A. Finkenzeller /s/ Elizabeth E. Flynn Elizabeth E. Flynn /s/ C. Michael Jacobi C. Michael Jacobi /s/ Laurence C. Morse Laurence C. Morse /s/ Karen R. Osar Karen R. Osar /s/ Mark Pettie Mark Pettie /s/ Charles W. Shivery Charles W. Shivery Chairman and Chief Executive Officer (Principal Executive Officer) Executive Vice President and Chief Financial Officer (Principal Financial Officer) Senior Vice President – Chief Accounting Officer (Principal Accounting Officer) Director Director Director Director Director Director Director Director Director Director 131 WEBSTER FINANCIAL CORPORATION EXHIBIT INDEX Exhibit Number Exhibit Description Filed Herewith Incorporated by Reference Form Exhibit Filing Date Certificate of Incorporation and Bylaws. Third Amended and Restated Certificate of Incorporation 10-Q 3 3.1 3.2 3.3 3.4 3.5 3.6 3.7 4 4.1 4.2 4.3 4.4 4.5 4.6 4.7 4.8 10 10.1 10.2 10.3 10.4 10.5 10.6 Certificate of Designations establishing the rights of the Company's 8.50% Series A Non-Cumulative Perpetual Convertible Preferred Stock Certificate of Designations establishing the rights of the Company's Fixed Rate Cumulative Perpetual Preferred Stock, Series B Certificate of Designations establishing the rights of the Company's Perpetual Participating Preferred Stock, Series C Certificate of Designations establishing the rights of the Company's Non-Voting Perpetual Participating Preferred Stock, Series D Certificate of Designations establishing the rights of the Company's 6.40% Series E Non-Cumulative Perpetual Preferred Stock Bylaws, as amended effective June 9, 2014 Instruments Defining the Rights of Security Holders. Specimen common stock certificate Specimen stock certificate for the Company's 8.50% Series A Non-Cumulative Perpetual Convertible Preferred Stock Form of specimen stock certificate for the Company's 6.40% Series E Non-Cumulative Perpetual Preferred Stock Junior Subordinated Indenture, dated as of January 29, 1997, between the Company and The Bank of New York, as trustee, relating to the Company's Junior Subordinated Deferrable Interest Debentures Warrant to purchase shares of Corporation common stock Deposit Agreement, dated as of December 4, 2012, by and among the Company, Computershare Shareowner Services LLC, as Depositary, and the Holders of Depositary Receipts Senior Debt Indenture, dated as of February 11, 2014, between the Company and The Bank of New York Mellon, as trustee Supplemental Indenture, dated as of February 11, 2014, between the Company and The Bank of New York Mellon, as trustee, relating to the Company’s 4.375% Senior Notes due February 15, 2024 Material Contracts 3.1 3.1 3.1 3.1 3.2 3.3 3.1 4.1 4.1 4.3 5/2/2012 6/11/2008 11/24/2008 7/31/2009 7/31/2009 12/4/2012 6/12/2014 3/10/2006 6/11/2008 12/4/2012 10.41 4.2 3/27/1997 11/24/2008 4.1 4.1 12/04/2012 2/11/2014 8-K 8-K 8-K 8-K 8-A12B 8-K 10-K 8-K 8-K 10-K 8-K 8-K 8-K 8-K 4.2 2/11/2014 Amended and Restated 1992 Stock Option Plan 10-Q 10.1 5/2/2012 Amended and Restated Deferred Compensation Plan for Directors and Officers of Webster Bank effective January 1, 2005 Supplemental Retirement Plan for Employees of Webster Bank, as amended and restated effective January 1, 2005 Qualified Performance-Based Compensation Plan Employee Stock Purchase Plan Form of Change in Control Agreement, effective as of December 31, 2012, by and between Webster Financial Corporation and James C. Smith, Glenn I. MacInnes and Joseph J. Savage 132 8-K 8-K DEF 14A DEF 14A 10.2 10.1 A A 12/21/2007 12/21/2007 3/7/2008 3/23/2000 8-K 10.1 12/27/2012 Exhibit Description Filed Herewith Incorporated by Reference Form Exhibit Filing Date 10-K 10.13 2/28/2013 10-K 10.13 2/28/2014 8-K 10.2 12/27/2012 10-K 10.22 2/28/2013 10-K 10.18 2/28/2014 10-Q 10.3 5/7/2014 10-Q 10.4 5/7/2014 10-Q 10-Q 10.1 10.2 8/6/2014 8/6/2014 10-K 10.22 2/27/2015 Exhibit Number 10.7 10.8 10.9 10.10 10.11 10.12 10.13 10.14 10.15 10.16 10.17 10.18 10.19 21 23.1 31.1 31.2 Form of Change in Control Agreement, effective as of February 1, 2013, by and between Webster Financial Corporation and Daniel H. Bley, Colin D. Eccles, Daniel M. FitzPatrick, Nitin J. Mhatre and Harriet Munrett Wolfe Change in Control Agreement, effective as of January 3, 2014, by and between Webster Financial Corporation and Charles L. Wilkins Form of Non-Competition Agreement, effective as of December 31, 2012, between Webster Financial Corporation and James C. Smith, Glenn I. MacInnes and Joseph J. Savage Description of Arrangement for Directors Fees. X Form of Non-Solicitation Agreement, effective as of February 1, 2013, by and between Webster Financial Corporation and Daniel H. Bley, Colin D. Eccles, Daniel M. FitzPatrick, Nitin J. Mhatre and Harriet Munrett Wolfe Non-Solicitation Agreement, effective as of January 3, 2014, by and between Webster Financial Corporation and Charles L. Wilkins Change in Control Agreement, dated as of March 10, 2014, by and between Webster Financial Corporation and Dawn C. Morris Non-Solicitation Agreement, dated as of March 10, 2014, by and between Webster Financial Corporation and Dawn C. Morris Change in Control Agreement, dated as of April 28, 2014, by and between Webster Financial Corporation and Bernard Garrigues Non-Solicitation Agreement, dated as of April 28, 2014, by and between Webster Financial Corporation and Bernard Garrigues Non-Competition Agreement, dated as of November 13, 2014, between Webster Bank, N.A., acting through its division, HSA Bank, and Charles L. Wilkins. Non-Competition Agreement, dated as of February 24, 2016, between Webster Bank, N.A., and Nitin Mhatre. Non-Competition Agreement, dated as of February 24, 2016, between Webster Bank, N.A., and Daniel H. Bley. Subsidiaries. Consent of KPMG LLP. Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, signed by the Chief Executive Officer. Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, signed by the Chief Financial Officer. X X X X X X X X 32.1 + Written statement pursuant to Section 906 of the Sarbanes- Oxley Act of 2002, signed by the Chief Executive Officer. 32.2 + Written statement pursuant to Section 906 of the Sarbanes- Oxley Act of 2002, signed by the Chief Financial Officer. 133 Exhibit Number Exhibit Description Filed Herewith Incorporated by Reference Form Exhibit Filing Date 101.INS XBRL Instance Document 101.SCH XBRL Taxonomy Extension Schema Document 101.CAL XBRL Taxonomy Extension Calculation Linkbase Document 101.DEF XBRL Taxonomy Extension Definitions Linkbase Document 101.LAB XBRL Taxonomy Extension Label Linkbase Document 101.PRE XBRL Taxonomy Extension Presentation Linkbase Document X X X X X X Note: Exhibit numbers 10.1 – 10.9 and 10.11 – 10.19 are management contracts or compensatory plans or arrangements in which directors or executive officers are eligible to participate. + This exhibit 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. 134 EXHIBIT 31.1 I, James C. Smith, certify that: CERTIFICATION 1. I have reviewed this annual report on Form 10-K of Webster Financial Corporation; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: (a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; (b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; (c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and (d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and 5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): (a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and (b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. Date: February 29, 2016 /s/ James C. Smith James C. Smith Chairman and Chief Executive Officer EXHIBIT 31.2 I, Glenn I. MacInnes, certify that: CERTIFICATION 1. I have reviewed this annual report on Form 10-K of Webster Financial Corporation; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: (a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; (b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; (c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and (d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and 5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): (a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and (b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. Date: February 29, 2016 /s/ Glenn I. MacInnes Glenn I. MacInnes Executive Vice President and Chief Financial Officer (Principal Financial Officer) CERTIFICATION OF CHIEF EXECUTIVE OFFICER PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 EXHIBIT 32.1 Pursuant to 18 U.S.C. § 1350, as created by Section 906 of the Sarbanes-Oxley Act of 2002, the undersigned officer of Webster Financial Corporation (the “Company”) hereby certifies that, to his knowledge on the date hereof: (a) the Form 10-K Report of the Company for the year ended December 31, 2015 filed on the date hereof with the Securities and Exchange Commission (the “Report”) fully complies with the requirements of Section 13(a) or Section 15(d), as applicable, of the Securities Exchange Act of 1934, as amended; and (b) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. Date: February 29, 2016 /s/ James C. Smith James C. Smith Chairman and Chief Executive Officer Pursuant to Securities and Exchange Commission Release 33-8238, dated June 5, 2003, this certification is being furnished and shall not be deemed filed by the Company for purposes of Section 18 of the Securities Exchange Act of 1934, as amended or incorporated by reference in any registration statement of the Company filed under the Securities Act of 1933, as amended, except to the extent that the Company specifically incorporates it by reference. A signed original of this written statement required by Section 906 of the Sarbanes Oxley Act of 2002 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request. CERTIFICATION OF CHIEF FINANCIAL OFFICER PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 EXHIBIT 32.2 Pursuant to 18 U.S.C. § 1350, as created by Section 906 of the Sarbanes-Oxley Act of 2002, the undersigned officer of Webster Financial Corporation (the “Company”) hereby certifies that, to his knowledge on the date hereof: (a) the Form 10-K Report of the Company for the year ended December 31, 2015 filed on the date hereof with the Securities and Exchange Commission (the “Report”) fully complies with the requirements of Section 13(a) or Section 15(d), as applicable, of the Securities Exchange Act of 1934, as amended; and (b) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. Date: February 29, 2016 /s/ Glenn I. MacInnes Glenn I. MacInnes Executive Vice President and Chief Financial Officer (Principal Financial Officer) Pursuant to Securities and Exchange Commission Release 33-8238, dated June 5, 2003, this certification is being furnished and shall not be deemed filed by the Company for purposes of Section 18 of the Securities Exchange Act of 1934, as amended or incorporated by reference in any registration statement of the Company filed under the Securities Act of 1933, as amended, except to the extent that the Company specifically incorporates it by reference. A signed original of this written statement required by Section 906 of the Sarbanes Oxley Act of 2002 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request. 80 years of serving customers and communities. We’ve come a long way in 80 years. Our heritage dates back to 1935 when 24-year-old Harold Webster Smith founded the bank with a set of values that include personal responsibility, respect, trustworthiness, citizenship, and teamwork. As our mission has evolved and our vision has expanded, our core values have endured and guide our 3,000 bankers in service to our customers and communities. In this photo, our founder, hat in hand, delivers the check for Webster’s first mortgage on the steps of the customer’s home in 1935. 299331_SR_WFC_CVR_R2.indd 2 3/1/16 5:39 PM Our mission: To help individuals, families and businesses achieve their financial goals. Our values: The Webster Way We take personal responsibility for meeting our customers’ needs. We respect the dignity of every individual. We earn trust through ethical behavior. We give of ourselves in the communities we serve. We work together to achieve outstanding results. Our vision: To be a high performing regional bank. Our brand promise: Living Up To You. WEBSTER FINANCIAL CORPORATION 2015 Annual Report CELEBRATING 80 YEARS LIVING UP TO YOU SINCE 1935 The Webster Symbol is registered in the U.S. Patent and Trademark Office. 299331_SR_WFC_CVR_R2.indd 1 3/1/16 5:39 PM

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