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Webster Financial Corporation Is the Holding Company for Connecticut 23816/34840COVERS/bluebkgd 3/24/99 3:30 PM Page FC1 build shareholdershareholder valuvalue. 1998 23816/34840COVERS/bluebkgd 3/24/99 3:30 PM Page IFC1 1 The Webster Way 2 Financial Highlights 3 Letter to Shareholders 6 Corporate Initiatives 8 Directors and Senior Management Group 10 Consumer and Small Business Banking 12 Business Banking 14 Mortgage Banking 16 Trust and Investment Management 18 Insurance 20 Glossary of Terms 21 Management’s Discussion and Analysis 32 Consolidated Statements of Condition 33 Consolidated Statements of Income 34 Consolidated Statements of Shareholders’ Equity 35 Consolidated Statements of Comprehensive Income 36 Consolidated Statements of Cash Flows 38 Notes to Consolidated Financial Statements 64 Management’s Report and Independent Auditors’ Report 65 Shareholder Information 67 Webster Bank Locations Hartford Corporate Profile Waterbury Webster Financial Corporation is the holding company for Connecticut- based Webster Bank. The company has grown steadily and profitably by emphasizing customer service, asset quality, recurring earnings and expense New Haven control. Recent acquisitions have strengthened Webster’s franchise as a full- service retail and business bank. Webster is organized along five business Bridgeport lines — consumer, business, mortgage, trust & investments, and insurance — each focused on the needs of our customers. By helping customers reach Stamford their financial goals, Webster builds strong, lasting relationships that create shareholder value. Pro forma with the pending acquisitions of Maritime Bank & Trust Company and Village Bancorp, Inc., Webster will have approximately $9.3 billion in assets and 115 full-service offices combined with an extensive ATM network throughout Connecticut. Webster’s Access National Mortgage, Inc. subsidiary originates low-cost mortgages over the Internet. The company measures the Economic Value Added (EVA) in each line of business. Mission To help individuals,families and businesses achieve their financial goals. 23816/34804frontfinal 3/22/99 4:52 PM Page 1 The Webster Way We take personal responsibility for meeting our customers’ financial needs. We respect the dignity of every individual. We earn people’s confidence through ethical behavior. We give of ourselves in the communities we serve. We strive for excellence in everything we do. With uncompromising commitment to these core principles, we will add value for our customers, shareholders, employees and the communities we serve. page 1 23816/34804frontfinal 3/22/99 4:52 PM Page 2 Financial Highlights At or For the Year Ended December 31, (Dollars in thousands, except share data) 1998 1997 1996 Statement of Condition Data Total assets $ 9,033,917 $ 9,095,887 $ 7,368,941 Loans receivable, net 4,993,509 4,995,851 4,737,883 Securities 3,462,090 3,589,273 2,105,173 Intangible assets 78,380 78,493 81,936 Deposits 5,651,273 5,719,030 5,826,264 Shareholders' equity 554,879 517,262 472,824 Operating Data Net interest income $ 245,435 $ 251,050 $ 222,118 Provision for loan losses 6,800 24,813 13,054 Noninterest income 74,163 42,264 52,009 Noninterest expenses: Acquisition-related expenses 17,400 29,792 500 Other noninterest expenses 180,389 171,871 173,977 Total noninterest expenses 197,789 201,663 174,477 Income before income taxes 115,009 66,838 86,596 Income taxes 44,544 25,725 32,602 Net income 70,465 41,113 53,994 Preferred stock dividends — — 1,149 Income available to common shareholders $ 70,465 $ 41,113 $ 52,845 Significant Statistical Data Interest-rate spread 2.64% 3.00% 3.12% Net interest margin 2.81% 3.19% 3.24% Return on average shareholders' equity 13.16% 8.44% 11.32% Net income per common share: Basic $ 1.86 $ 1.10 $ 1.44 Diluted $ 1.83 $ 1.07 $ 1.36 Dividends declared per common share $ 0.44 $ 0.40 $ 0.34 Noninterest expenses to average assets 2.13% 2.45% 2.42% Noninterest expenses to average assets-Adjusted(a) 1.73% 1.90% 2.34% Diluted weighted average shares 38,571 38,473 39,560 Book value per common share $ 14.87 $ 13.78 $ 12.73 Tangible book value per common share $ 12.77 $ 11.69 $ 10.48 Shareholders' equity to total assets 6.14% 5.69% 6.42% (a) Noninterest expenses excluding foreclosed property, acquisition-related, non-recurring tax, capital securities and preferred dividend expenses divided by average assets. All per share data and the number of outstanding shares of common stock have been adjusted retroactively to give effect to a stock dividend and a stock split effected in the form of a stock dividend. page 2 23816/34804frontfinal 3/22/99 4:52 PM Page 3 James C. Smith Chairman and Chief Executive Officer Dear Shareholders I am pleased to report that 1998 was mitments to capital and expense management, marked by significant accomplishments at operational efficiency, risk management, and the Webster, including record operating earnings. establishment of a sales and marketing culture. Webster’s growth and progress strengthened Our success in achieving our objectives our position as a leading Connecticut-based was clearly reflected in our financial results. financial services provider. Our positive We reported a 35% increase in net operating performance stems from our strategic focus, income in 1998 despite a challenging interest our adherence to unshakable core values, and rate environment. We made significant progress our belief that Webster has emerged as a modern in our evolution to a commercial bank-like mid-size bank with unlimited potential. structure as evidenced by our growth in com- We have improved our competitive stand- mercial assets and core deposits and by our ing and prepared ourselves for the future by 40% increase in income from fee-based services. ensuring that every one of our 1998 initiatives The five strategic acquisitions that we was focused on two complementary strategic initiated or finalized this past year are notable objectives: building strong customer relation- for expanding and enhancing our Connecticut ships and increasing shareholder value. These franchise and for broadening and deepening efforts were supported by company-wide com- our lines of business. Our combination with page 3 23816/34804frontfinal 3/22/99 4:52 PM Page 4 Operating Return on Average Noninterest Income* Shareholders’ Equity* (%) (Dollars in Millions) 55.5 16.2 13.3 38.7 10.7 33.1 96 97 98 96 97 98 * Excludes non-recurring items * Excludes gains/losses on sale of loans and securities Eagle Financial Corp. gave us a market share base, broadening our product offerings and boost, particularly in Hartford and Litchfield enhancing shareholder value. We intend to build counties, and contributed important economies on our acquisition record in the years ahead by of scale. Our acquisitions of Village Bancorp, pursuing other value adding acquisitions. Inc. and Maritime Bank & Trust Company, Reaching beyond our walls for new partners both scheduled to close in the 2nd quarter is only one of the means by which we enhance 1999, are expected to enhance shareholder our business. Included in this report you will value by extending our presence into highly find profiles of each of our lines of business and attractive communities in Fairfield County and updates on their progress against our strategic along the Connecticut shoreline. goals. In addition, I call your attention to the The addition of Damman Insurance, a full special section on Corporate Initiatives, high- service regional agency, has given us a whole lighting five programs that cut across the entire new line of business and new opportunities to company and involve virtually every employee. deliver valuable fee-based services. We can now Our relentless strategic focus is beginning to provide our customers with tailored insurance have a positive impact on customer relationships plans to protect their assets and earning capa- and shareholder value. I wish to mention briefly bilities. We will be able to strengthen customer two of those efforts here. relationships by collaborating across the com- In terms of technological capability, we pany to integrate insurance products with have created a sophisticated database manage- offerings from our other lines of business. ment capability that will enable us to perform We recently completed the exciting acqui- what is known as “relationship” or “one-to- sition of Access National Mortgage, Inc., a one” marketing. In other words, we will be able privately held Internet-based mortgage lender. to analyze our customers’ needs with remark- Together, Access and Webster create a dynamic able precision and design targeted products force in mortgage lending. We are now on the and solicitations for specific market segments cutting edge of this new delivery channel and or even individual customers. have established a low-cost nationwide capac- The second initiative involves the efforts ity for mortgage origination. We expect to we made this year to expand the application originate a significant volume of first mortgage of Economic Value Added (EVA®) throughout loans through this channel in 1999. the company and to tie EVA to the incentive Our 1998 acquisitions helped us achieve compensation of our senior officers. EVA mea- our strategic goals by expanding our customer sures true economic profit after subtracting page 4 23816/34804frontfinal 3/22/99 4:52 PM Page 5 Nonaccrual Assets to Total Assets*(%) Five Year Total Annualized Return*(%) .98 23.4 21.1 21.4 18.7 .59 .32 96 97 98 Dow Jones S&P 500 Peer Group Webster * Restated for pooled acquisitions * All nationwide thrifts and banks with market capitalization between $750 million – $2 billion the cost of capital. This financial management rial to my father, a founder and former tool imposes uniformity and discipline on our Chairman and CEO of Webster Bank, comple- decision making, and allows us to calculate ments our existing corporate giving efforts the impact of our decisions and actions on with grants to help underwrite economic shareholder value.
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