Introduction



This discussion and analysis provides information that management believes is
necessary to understand Webster's financial condition, changes in financial
condition, results of operations, and cash flows for the three and nine months
ended September 30, 2022, as compared to 2021. The following should be read in
conjunction with the Company's Consolidated Financial Statements, and
accompanying Notes thereto, for the year ended December 31, 2021, included in
Webster Financial Corporation's Annual Report on Form 10-K filed with the United
States Securities and Exchange Commission (SEC) on February 25, 2022, and in
conjunction with the Condensed Consolidated Financial Statements, and
accompanying Notes thereto, included in Part I - Item 1. Financial Statements of
this report. The results of operations for the three and nine months ended
September 30, 2022, are not necessarily indicative of the future results that
may be attained for the entire year or other interim periods.

Executive Summary

Nature of Operations

Webster Financial Corporation (the Holding Company) is a bank holding company
and financial holding company under the Bank Holding Company Act of 1956, as
amended (BHC Act), incorporated under the laws of Delaware in 1986, and
headquartered in Stamford, Connecticut. Webster Bank, National Association
(Webster Bank) is the principal consolidated subsidiary of Webster Financial
Corporation. Webster Bank, and its HSA Bank division (HSA Bank), deliver a wide
range of banking, investment, and financial services to individuals, families,
and businesses. Webster Bank serves consumer and business customers with
mortgage lending, financial planning, trust, and investment services through a
distribution network consisting of banking centers, ATMs, a customer care
center, and a full range of web and mobile-based banking services throughout the
northeastern U.S. from New York to Massachusetts, with certain businesses
operating in extended geographies. Webster Bank also offers equipment financing,
warehouse lending, commercial real estate lending, asset-based lending, and
treasury management solutions. HSA Bank is a leading provider of health savings
accounts (HSAs), and delivers health reimbursement arrangements and flexible
spending and commuter benefit account administration services to employers and
individuals in all 50 states.

Business Developments



On January 31, 2022, Webster completed its previously announced merger with
Sterling in an all-stock transaction valued at $5.2 billion. The merger expanded
Webster's geographic footprint and combined two complementary organizations to
create one of the largest commercial banks in the northeastern U.S. At
September 30, 2022, the combined company had $69.1 billion in assets,
$47.8 billion in loans and leases, and $54.0 billion in deposits, and operated
201 banking centers throughout southern New England and metro and suburban New
York. In addition, on February 18, 2022, Webster acquired 100% of the equity
interests of Bend Financial, Inc. (Bend), a cloud-based platform solution
provider for HSAs, in exchange for cash. The Bend acquisition accelerated
Webster's efforts underway to deliver enhanced user experiences at HSA Bank.
Financial results for historical reporting periods reflect only the results of
Webster's operations prior to the corresponding merger or acquisition.

The successful integration of Webster's and Sterling's operations depends on the
Company's ability to successfully consolidate business operations, management
teams, corporate cultures, operating systems, and controls procedures, and
eliminate costs and redundancies. Noteworthy accomplishments as of September 30,
2022, include the rebranding of branches and digital assets, the coordination of
credit policies and procedures, the selection of certain key operating systems,
the consolidation of commercial credit risk management systems and commercial
client pricing tools, as well as mortgage servicing, payroll, and treasury
platforms, the finalization of governance and executive management structures,
the establishment of a corporate responsibility office to oversee community
engagement, philanthropy, and sustainability, and the participation of senior
Company leaders and managers at culture-shaping workshops, with plans for
Company-wide participation in such workshops to be completed during the fourth
quarter of 2022. Other key operating systems and process integration activities
are ongoing, and Webster remains well-positioned to successfully execute its
core conversion targeted for mid-2023.

In addition, Webster developed and launched a corporate real estate
consolidation strategy during the second quarter of 2022 in which the Company
arranged to close 14 locations, primarily throughout New York and Connecticut,
in order to reduce its corporate facility square footage by approximately 45% by
the end of the year. As of the nine months ended
September 30, 2022, Webster has recognized $23.1 million in right-of-use (ROU)
asset impairment charges and a combined $12.0 million in related exit costs and
accelerated depreciation on property and equipment related to this corporate
real estate consolidation strategy.

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Furthermore, in connection with the Sterling merger, Webster re-evaluated its
strategic priorities as a combined organization, which resulted in modifications
to the Company's strategic initiatives that were announced in December 2020. As
a result, the Company released $4.1 million from its previously recorded
severance accrual during the nine months ended
September 30, 2022, with a corresponding adjustment to earnings.

Additional information regarding Webster's mergers and acquisitions and related
integration initiatives can be found within Note 2: Mergers and Acquisitions in
the Notes to Condensed Consolidated Financial Statements contained in Part I -
Item 1. Financial Statements.

Results of Operations



The following table summarizes selected financial highlights and key performance
indicators:
                                                        At or for the three months ended             At or for the nine months ended
                                                                  September 30,                               September 30,
(In thousands, except per share and ratio data)             2022                  2021                  2022                  2021
Income and performance ratios:
Net income                                            $    233,968           $    95,713          $    399,532           $   297,826
Net income available to common shareholders                229,806                93,745               387,776               291,920
Earnings per diluted common share                             1.31                  1.03                  2.32                  3.22
Return on average assets (annualized)                         1.38   %              1.10  %               0.85   %              1.17  %
Return on average tangible common shareholders'
equity (annualized) (non-GAAP)                               18.62                 14.16                 11.10                 15.05
Return on average common shareholders' equity                11.78                 11.61                  7.01                 12.28

(annualized)


Non-interest income / total revenue                          17.10                 26.73                 19.12                 25.70
Asset quality:
Allowance for credit losses on loans and leases       $    574,325           $   314,922          $    574,325           $   314,922
Non-performing assets (1)                                  211,627               104,209               211,627               104,209
Allowance for credit losses on loans and leases /             1.20   %              1.46  %               1.20   %              1.46  %
total loans and leases
Net charge-offs (recoveries) / average loans and              0.25                  0.02                  0.15                  0.03
leases (annualized)
Non-performing loans and leases / total loans and             0.44                  0.47                  0.44                  0.47
leases (1)
Non-performing assets / total loans and leases plus           0.44                  0.48                  0.44                  0.48
OREO (1)
Allowance for credit losses on loans and leases /
non-performing loans and leases (1)                         274.12                309.44                274.12                309.44

Other ratios:



Tangible common equity (non-GAAP)                             7.27                  7.71                  7.27                  7.71
Tier 1 risk-based capital                                    11.35                 12.39                 11.35                 12.39
Total risk-based capital                                     13.38                 13.79                 13.38                 13.79
CET1 risk-based capital                                      10.80                 11.77                 10.80                 11.77
Shareholders' equity / total assets                          11.33                  9.57                 11.33                  9.57
Net interest margin                                           3.54                  2.80                  3.35                  2.85
Efficiency ratio (non-GAAP)                                  41.17                 54.84                 44.68                 56.62
Equity and share related:
Common equity                                         $  7,542,431           $ 3,241,152          $  7,542,431           $ 3,241,152
Book value per common share                                  43.32                 35.78                 43.32                 35.78
Tangible book value per common share (non-GAAP)              27.69                 29.63                 27.69                 29.63
Common stock closing price                                   45.20                 54.46                 45.20                 54.46
Dividends and equivalents declared per common share           0.40                  0.40                  1.20                  1.20
Common shares outstanding                                  174,116                90,588               174,116                90,588

Weighted-average common shares outstanding - basic 173,868

       90,038               165,743                89,960

Weighted-average common shares outstanding - diluted 173,944

       90,232               165,813                90,186


(1)Non-performing asset balances and related asset quality ratios exclude the impact of net unamortized (discounts)/premiums and net unamortized deferred (fees)/costs on loans and leases.

Non-GAAP Financial Measures



The non-GAAP financial measures identified in the preceding table provide both
management and investors with information useful in understanding Webster's
financial position, results of operations, the strength of its capital position,
and overall business performance. These measures are used by management for
internal planning and forecasting purposes, as well as by securities analysts,
investors, and other interested parties to assess peer company operating
performance. Management believes that this presentation, together with the
accompanying reconciliations, provides a complete understanding of the factors
and trends affecting Webster's business and allows investors to view its
performance in a similar manner.

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Tangible book value per common share represents shareholders' equity less
preferred stock and goodwill and other intangible assets (tangible common
equity) divided by common shares outstanding at the end of the reporting period.
The tangible common equity ratio represents tangible common equity divided by
total assets less goodwill and other intangible assets (tangible assets). Both
of these measures are used by management to evaluate Webster's capital position.
The annualized return on average tangible common shareholders' equity is
calculated using net income available to common shareholders, adjusted for the
annualized tax-effected amortization of intangible assets, as a percentage of
average tangible common equity. This measure is used by management to assess
Webster's performance against its peer financial institutions. The efficiency
ratio, which represents the costs expended to generate a dollar of revenue, is
calculated excluding certain non-operational items in order to measure how well
Webster is managing its recurring operating expenses.

These non-GAAP financial measures should not be considered a substitute for GAAP
basis financial measures. Because
non-GAAP financial measures are not standardized, it may not be possible to
compare these with other companies that present financial measures having the
same or similar names.

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The following tables reconcile non-GAAP financial measures to the most comparable financial measures defined by GAAP:


                                                                             At September 30,
(Dollars and shares in thousands, except per share data)                2022                  2021
Tangible book value per common share:
Shareholders' equity                                               $  7,826,410          $  3,386,189
Less: Preferred stock                                                   283,979               145,037
     Goodwill and other intangible assets                             2,721,040               557,360
Tangible common shareholders' equity                               $  4,821,391          $  2,683,792
Common shares outstanding                                               174,116                90,588
Tangible book value per common share                               $      

27.69 $ 29.63



Tangible common equity ratio:
Tangible common shareholders' equity                               $  4,821,391          $  2,683,792
Total assets                                                         69,052,566            35,374,258
Less: Goodwill and other intangible assets                            2,721,040               557,360
Tangible assets                                                    $ 66,331,526          $ 34,816,898
Tangible common equity ratio                                               7.27  %               7.71  %


                                                 Three months ended September 30,                Nine months ended September 30,
(Dollars in thousands)                               2022                    2021                   2022                    2021
Return on average tangible common
shareholders' equity:
Net income                                   $        233,968           $    95,713          $       399,532           $   297,826
Less: Preferred stock dividends                         4,162                 1,968                   11,756                 5,906
Add: Intangible assets amortization,                    6,724                   888                   18,723                 2,682

tax-effected


Adjusted income                              $        236,530           $    94,633          $       406,499           $   294,602
Adjusted income (annualized)                 $        946,120           $   378,532          $       541,999           $   392,803
Average shareholders' equity                 $      8,090,044           $ 3,375,401          $     7,640,807           $ 3,314,114
Less: Average preferred stock                         283,979               145,037                  268,202               145,037
 Average goodwill and other intangible              2,725,200               557,902                2,491,394               559,027

assets


Average tangible common shareholders' equity $      5,080,865           $ 2,672,462          $     4,881,211           $ 2,610,050
Return on average tangible common                       18.62   %             14.16  %                 11.10   %             15.05  %
shareholders' equity

Efficiency ratio:
Non-interest expense                         $        330,071           $   180,237          $     1,048,083           $   555,247
Less: Foreclosed property activity                       (393)                 (142)                    (826)                 (188)
 Intangible assets amortization                         8,511                 1,124                   23,700                 3,395
Operating lease depreciation                            2,115                     -                    6,172                     -
 Merger-related expenses                               25,536                 9,847                  200,671                26,894
Common stock contribution to charitable                10,500                     -                   10,500                     -
foundation
Other expense (1)                                       1,117                (4,011)                  (3,175)                6,568
Non-interest expense                         $        282,685           $   173,419          $       811,041           $   518,578
Net interest income                          $        551,003           $   229,691          $     1,431,911           $   674,307
Add: Tax-equivalent adjustment                         13,247                 2,434                   33,137                 7,416
 Non-interest income                                  113,636                83,775                  338,604               233,234
 Other income (2)                                      11,186                   327                   18,073                   913
Less: Operating lease depreciation                      2,115                     -                    6,172                     -
     (Loss) on sale of investment                      (2,234)                    -                   (2,234)                    -

securities, net


 Gain on extinguishment of borrowings                   2,548                     -                    2,548                     -
Income                                       $        686,643           $   316,227          $     1,815,239           $   915,870
Efficiency ratio                                        41.17   %             54.84  %                 44.68   %             56.62  %

(1)Other expense (non-GAAP) includes the net charges associated with the strategic initiatives announced in December 2020.

(2)Other income (non-GAAP) includes the taxable equivalent of net income generated from low income housing tax-credit (LIHTC) investments.


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Net Interest Income



Net interest income is Webster's primary source of revenue, representing 82.9%
and 80.9% of total revenue for the three and nine months ended September 30,
2022, respectively, and 73.3% and 74.3% of total revenue for the three and nine
months ended September 30, 2021, respectively. Net interest income is the
difference between interest income on interest-earning assets, such as loans and
leases and investment securities, and interest expense on interest-bearing
liabilities, such as deposits and borrowings, which are used to fund
interest-earning assets and other activities. Net interest margin is calculated
as the ratio of tax-equivalent net interest income to average interest-earning
assets. Tax-equivalent adjustments are determined assuming a statutory federal
income tax rate of 21%.

Net interest income and net interest margin are influenced by the volume and mix
of interest-earning assets and interest-bearing liabilities, changes in interest
rate levels, re-pricing frequencies, contractual maturities, prepayment
behavior, and the use of interest rate derivative financial instruments. These
factors are affected by changes in economic conditions, which impacts monetary
policies, competition for loans and deposits, as well as the extent of interest
lost on non-performing assets.

Comparison to Prior Year Quarter



Net interest income increased $321.3 million, or 139.9%, from $229.7 million for
the three months ended September 30, 2021, to $551.0 million for the three
months ended September 30, 2022. On a fully tax-equivalent basis, net interest
income increased $332.1 million. Net interest margin increased 74 basis points
from 2.80% for the three months ended September 30, 2021, to 3.54% for the three
months ended September 30, 2022. The increase, which includes net purchase
accounting accretion from acquired loans and leases, investment securities, and
interest-bearing liabilities, is primarily attributed to the merger with
Sterling, along with the rising interest rate environment.

Average interest-earning assets increased $29.3 billion, or 89.2%, from
$32.9 billion for the three months ended
September 30, 2021, to $62.2 billion for the three months ended September 30,
2022, primarily due to increases of $24.7 billion and $6.1 billion in average
loans and leases and average total investment securities, respectively, which
were partially offset by a $1.7 billion decrease in average interest-bearing
deposits held at the Federal Reserve Bank (FRB). The average yield on
interest-earning assets increased 104 basis points from 2.92% for the three
months ended September 30, 2021, to 3.96% for the three months ended
September 30, 2022. The increase in interest-earning assets and the increase in
average yield were both impacted by the Sterling merger, as well as higher
market rates.

Average loans and leases increased $24.7 billion, or 114.6%, from $21.5 billion
for the three months ended
September 30, 2021, to $46.2 billion for the three months ended September 30,
2022, which was primarily due to the merger with Sterling, as well as loan
growth across the commercial non-mortgage and commercial real estate categories.
This growth was partially offset by lower Paycheck Protection Program (PPP) loan
balances and commercial portfolio loan sales. At September 30, 2022, and 2021,
the loan and lease portfolio comprised 74.3% and 65.5% of total average
interest-earning assets, respectively. The average yield on loans and leases
increased 92 basis points from 3.60% for the three months ended September 30,
2021, to 4.52% for the three months ended September 30, 2022, primarily due to a
higher yield on the acquired Sterling loans and leases, net purchase accounting
accretion, and higher market rates.

Average total investment securities increased $6.1 billion, or 68.8%, from $8.9
billion for the three months ended September 30, 2021, to $15.0 billion for the
three months ended September 30, 2022, primarily due to the merger with
Sterling. At September 30, 2022, and 2021, the investment securities portfolio
comprised 24.2% and 27.1% of total average
interest-earning assets, respectively. The average yield on investment
securities increased 39 basis points from 2.01% for the three months ended
September 30, 2021, to 2.40% for the three months ended September 30, 2022. The
increase was primarily due to the reinvestment of maturing securities at higher
yields and a higher yield on the acquired Sterling investment securities
portfolio net of purchase premium amortization.

Average interest-bearing deposits held at the FRB decreased $1.7 billion, or
74.9%, from $2.3 billion for the three months ended September 30, 2021, to
$0.6 billion for the three months ended September 30, 2022, primarily due to
excess customer liquidity in the prior period as a result of government stimulus
and reduced spending. At September 30, 2022, and 2021, interest-bearing deposits
held at the FRB comprised 0.9% and 7.1% of total average interest-earning
assets, respectively. The average yield on interest-bearing deposits held at the
FRB increased 204 basis points from 0.15% for the three months ended
September 30, 2021, to 2.19% for the three months ended September 30, 2022,
primarily due to higher market rates.

Average interest-bearing liabilities increased $27.7 billion, or 89.2%, from
$31.1 billion for the three months ended September 30, 2021, to $58.8 billion
for the three months ended September 30, 2022, primarily due to increases of
$24.1 billion, $0.9 billion, $2.3 billion, and $0.5 billion, in average total
deposits, average federal funds purchased, average Federal Home Loan Bank (FHLB)
advances, and average long-term debt, respectively. The average rate on
interest-bearing liabilities increased 32 basis points from 0.13% for the three
months ended September 30, 2021, to 0.45% for the three months ended
September 30, 2022, primarily due to the purchase of higher yielding federal
funds and FHLB advances, and the subordinated debt assumed from Sterling in the
merger.

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Average total deposits increased $24.2 billion, or 80.8%, from $29.8 billion for
the three months ended September 30, 2021, to $54.0 billion for the three months
ended September 30, 2022, reflecting increases of $6.4 billion and $17.7 billion
in
non-interest-bearing deposits and interest-bearing deposits, respectively. The
overall increase in deposits was primarily due to the merger with Sterling, as
well as the strong liquidity position of both commercial and consumer customers,
and HSA growth. At September 30, 2022, and 2021, deposits comprised 91.8% and
96.0% of total average interest-bearing liabilities, respectively. The average
rate on deposits increased 22 basis points from 0.06% for the three months ended
September 30, 2021, to 0.28% for the three months ended September 30, 2022,
primarily due to the rising interest rate environment. Time deposits as a
percentage of total interest-bearing deposits decreased from 8.6% for the three
months ended September 30, 2021, to 6.7% for the three months ended
September 30, 2022, primarily due to customer preferences to hold more liquid
deposit products.

Average federal funds purchased were $0.9 billion for the three months ended September 30, 2022, and had an average rate of 2.24%. There were no average federal funds purchased for the three months ended September 30, 2021. At September 30, 2022, federal funds purchased comprised 1.5% of total average interest-bearing liabilities.



Average FHLB advances increased $2.3 billion, from $0.1 billion for the three
months ended September 30, 2021 to $2.4 billion for the three months ended
September 30, 2022, primarily due to short-term funding needs. At
September 30, 2022, and 2021, FHLB advances comprised 4.09% and 0.39% of total
average interest-bearing liabilities, respectively. The average rate on FHLB
advances increased 66 basis points from 1.59% for the three months ended
September 30, 2021, to 2.25% for the three months ended September 30, 2022,
primarily due to higher market rates on new short-term borrowings.

Average long-term debt increased $0.5 billion, or 90.5%, from $0.6 billion for
the three months ended September 30, 2021, to $1.1 billion for the three months
ended September 30, 2022, primarily due to the merger with Sterling. At both
September 30, 2022, and 2021, long-term debt comprised 1.8% of total average
interest-bearing liabilities. The average rate on long-term debt increased 25
basis points from 3.22% for the three months ended September 30, 2021, to 3.47%
for the three months ended September 30, 2022, primarily due to the subordinated
debt assumed from Sterling in the merger.

Comparison to Prior Year to Date



Net interest income increased $757.6 million, or 112.4%, from $674.3 million for
the nine months ended September 30, 2021, to $1.4 billion for the nine months
ended September 30, 2022. On a fully tax-equivalent basis, net interest income
increased $783.3 million. Net interest margin increased 50 basis points from
2.85% for the nine months ended September 30, 2021, to 3.35% for the nine months
ended September 30, 2022. The increase which includes net purchase accounting
accretion from acquired loans and leases, investment securities, and
interest-bearing liabilities, is primarily attributed to the merger with
Sterling, along with the rising interest rate environment.

Average interest-earning assets increased $25.7 billion, or 80.6%, from
$31.9 billion for the nine months ended
September 30, 2021, to $57.6 billion for the nine months ended September 30,
2022, primarily due to increases of $20.6 billion and $5.6 billion in average
loans and leases and average total investment securities, respectively, which
were partially offset by a $810.7 million decrease in interest-bearing deposits
held at the FRB. The average yield on interest-earning assets increased
62 basis points from 2.98% for the nine months ended September 30, 2021, to
3.60% for the nine months ended
September 30, 2022. The increase in interest-earning assets and the increase in
average yield were both impacted by the Sterling merger, as well as higher
market rates.

Average loans and leases increased $20.6 billion, or 96.1%, from $21.5 billion
for the nine months ended September 30, 2021, to $42.1 billion for the nine
months ended September 30, 2022, which was primarily due to the merger with
Sterling, as well as loan growth across the commercial non-mortgage and
commercial real estate categories. This growth was partially offset by lower PPP
loan balances and commercial portfolio loan sales. At September 30, 2022, and
2021, the loan and lease portfolio comprised 73.2% and 67.4% of total average
interest-earning assets, respectively. The average yield on loans and leases
increased 60 basis points from 3.54% for the nine months ended September 30,
2021, to 4.14% for the nine months ended September 30, 2022, primarily due to a
higher yield on the acquired Sterling loans and leases, net purchase accounting
accretion, and higher market rates.

Average total investment securities increased $5.6 billion, or 63.9%, from
$8.9 billion for the nine months ended
September 30, 2021, to $14.5 billion for the nine months ended September 30,
2022, primarily due to the merger with Sterling, as well as the deployment of
excess liquidity. At September 30, 2022, and 2021, the investment securities
portfolio comprised 25.3% and 27.9% of total average interest-earning assets,
respectively. The average yield on investment securities increased
13 basis points from 2.09% for the nine months ended September 30, 2021, to
2.22% for the nine months ended
September 30, 2022. This was primarily due to the reinvestment of maturing
securities at higher yields.


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Average interest-bearing deposits held at the FRB decreased $810.7 million, or
56.5% from $1.4 billion for the nine months ended September 30, 2021, to
$623.9 million for the nine months ended September 30, 2022, primarily due to
excess customer liquidity in the prior period as a result of government stimulus
and reduced spending. At September 30, 2022, and 2021, interest-bearing deposits
held at the FRB comprised 1.08% and 4.50% of total average interest-earnings
assets, respectively. The average yield on interest-bearing deposits held at the
FRB increased 87 basis points from 0.13% for the nine months ended September 30,
2021 to 1.00% for the nine months ended September 30, 2022, primarily due to
higher market rates.

Average interest-bearing liabilities increased $24.1 billion, or 80.1%, from
$30.2 billion for the nine months ended September 30, 2021, to $54.3 billion for
the nine months ended September 30, 2022, primarily due to increases of
$22.2 billion, $0.5 billion, $1.1 billion, and $0.4 billion in average total
deposits, average federal funds purchased, average FHLB advances, and average
long-term debt, respectively. The average rate on interest-bearing liabilities
increased 13 basis points from 0.14% for the nine months ended September 30,
2021, to 0.27% for the nine months ended September 30, 2022, primarily due to
higher market rates and the mix of funding sources.

Average total deposits increased $22.2 billion, or 76.6%, from $28.9 billion for
the nine months ended September 30, 2021, to $51.1 billion for the nine months
ended September 30, 2022, reflecting increases of $6.0 billion and $16.2 billion
in
non-interest-bearing deposits and interest-bearing deposits, respectively. The
overall increase in deposits was primarily due to the merger with Sterling, as
well as the strong liquidity position of retail and commercial customers, and
HSA growth. At September 30, 2022, and 2021, deposits comprised 94.1% and 96.0%
of total average interest-bearing liabilities, respectively. The average rate on
deposits increased 8 basis points from 0.07% for the nine months ended
September 30, 2021, to 0.15% for the nine months ended September 30, 2022,
primarily due to the rising interest rate environment, which was partially
offset by the run-off of time deposits. Time deposits as a percentage of total
interest-bearing deposits decreased from 9.7% for the nine months ended
September 30, 2021, to 6.9% for the nine months ended September 30, 2022,
primarily due to customer preferences to hold more liquid deposit products.

Average federal funds purchased increased $456.6 million, from $21.4 million for
the nine months ended September 30, 2021, to $478.0 million for the nine months
ended September 30, 2022, primarily due to short-term funding needs. At
September 30, 2022, and 2021, federal funds purchased comprised 0.9% and 0.1% of
total average interest-bearing liabilities, respectively. The average rate on
federal funds purchased increased 167 basis points from 0.08% for the nine
months ended September 30, 2021, to 1.75% for the nine months ended
September 30, 2022, primarily due to higher market rates.

Average FHLB advances increased $1.1 billion, or 810.9%, from $0.1 billion for
the nine months ended September 30, 2021, to $1.2 billion for the nine months
ended September 30, 2022, primarily due to short-term funding needs. At
September 30, 2022, and 2021, FHLB advances comprised 2.2% and 0.4% of total
average interest-bearing liabilities, respectively. The average rate on FHLB
advances increased 33 basis points from 1.54% for the nine months ended
September 30, 2021, to 1.87% for the nine months ended September 30, 2022,
primarily due to higher market rates on new short-term borrowings.

Average long-term debt increased $0.4 billion, or 79.7%, from $0.6 billion for
the nine months ended September 30, 2021, to $1.0 billion for the nine months
ended September 30, 2022, primarily due to the merger with Sterling. At both
September 30, 2022, and 2021, long-term debt comprised 1.9% of total average
interest-bearing liabilities. The average rate on long-term debt increased 18
basis points from 3.22% for the nine months ended September 30, 2021, to 3.40%
for the nine months ended September 30, 2022, primarily due to the subordinated
debt assumed from Sterling in the merger.

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The following tables present daily average balances, interest, yield/rate, and net interest margin on a fully tax-equivalent basis:



                                                                                                     Three months ended September 30,
                                                                                    2022                                                          2021
                                                               Average          Interest                                     Average          Interest
(Dollars in thousands)                                         Balance       Income/Expense    Average Yield/Rate            Balance       

Income/Expense Average Yield/Rate



Assets
Interest-earning assets:
Loans and leases (1)                                       $ 46,229,678    $        532,062                4.52  %       $ 21,538,513    $        197,015                3.60  %
Investment securities: (2)
Taxable                                                      12,336,926              79,562                2.47             8,199,640              38,714                1.93
Non-taxable                                                   2,702,584              13,999                2.07               711,651               5,154                2.90
Total investment securities                                  15,039,510              93,561                2.40             8,911,291              43,868                2.01
FHLB and FRB stock                                              326,860               1,875                2.28                76,212                 290                1.51
Interest-bearing deposits (3)                                   585,807               3,278                2.19             2,334,986                 896                0.15

Loans held for sale                                                 580                  40               27.73                11,328                  57                2.03
Total interest-earning assets                                62,182,435    $        630,816                3.96  %         32,872,330    $        242,126                2.92  %
Non-interest-earning assets                                   5,823,755                                                     2,021,962
Total assets                                               $ 68,006,190                                                  $ 34,894,292

Liabilities and Shareholders' Equity
Interest-bearing liabilities:
Demand deposits                                            $ 13,590,667    $              -                   -  %       $  7,182,116    $              -                   -  %
Health savings accounts                                       7,854,425               1,146                0.06             7,346,239               1,463                0.08

Interest-bearing checking, money market and savings 29,798,562


         33,808                0.45            13,363,703               1,794                0.05
Time deposits                                                 2,716,885               2,538                0.37             1,957,286               1,314                0.27
Total deposits                                               53,960,539              37,492                0.28            29,849,344               4,571                0.06

Securities sold under agreements to repurchase                  479,308               1,158                0.95               544,311                 721                0.52
Federal funds purchased                                         889,818               5,084                2.24                     -                   -                   -

FHLB advances                                                 2,402,596              13,814                2.25               120,714                 492                1.59
Long-term debt (2)                                            1,075,683               9,018                3.47               564,692               4,217                3.22
Total borrowings                                              4,847,405              29,074                2.38             1,229,717               5,430                1.82
Total interest-bearing liabilities                           58,807,944    $         66,566                0.45  %         31,079,061    $         10,001                0.13  %
Non-interest-bearing liabilities                              1,108,202                                                       439,830
Total liabilities                                            59,916,146                                                    31,518,891

Preferred stock                                                 283,979                                                       145,037
Common shareholders' equity                                   7,806,065                                                     3,230,364
Total shareholders' equity                                    8,090,044                                                     3,375,401
Total liabilities and shareholders' equity                 $ 68,006,190                                                  $ 34,894,292
Tax-equivalent net interest income                                         $        564,250                                              $        

232,125


Less: Tax-equivalent adjustments                                                    (13,247)                                                       (2,434)
Net interest income                                                        $        551,003                                              $        229,691
Net interest margin (4)                                                                                    3.54  %                                                       2.80  %

(1)Non-accrual loans have been included in the computation of average balances.



(2)For the purposes of our average yield/rate and margin computations, unsettled
trades on investment securities and unrealized gain (loss) balances on
securities available-for-sale and de-designated senior fixed-rate notes hedges
are excluded.

(3)Interest-bearing deposits are a component of cash and cash equivalents on the
Condensed Consolidated Statements of Cash Flows included in Part I - Item 1.
Financial Statements.

(4)Tax-equivalent net interest margin was 3.63% and 2.82% for the three months ended September 30, 2022 and 2021, respectively.


                                       8
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                                                                                                      Nine months ended September 30,
                                                                                    2022                                                          2021
                                                               Average          Interest                                     Average          Interest
(Dollars in thousands)                                         Balance       Income/Expense    Average Yield/Rate            Balance       

Income/Expense Average Yield/Rate



Assets
Interest-earning assets:
Loans and leases (1)                                       $ 42,125,526    $      1,317,941                4.14  %       $ 21,477,967    $        574,984                3.54  %
Investment securities: (2)
Taxable                                                      12,127,249             210,323                2.26             8,153,074             120,957                2.01
Non-taxable                                                   2,420,867              36,465                2.01               725,746              15,770                2.90
Total investment securities                                  14,548,116             246,788                2.22             8,878,820             136,727                2.09
FHLB and FRB stock                                              252,559               4,768                2.52                77,040                 909                1.58
Interest-bearing deposits (3)                                   623,866               4,711                1.00             1,434,552               1,419                0.13

Loans held for sale                                              12,160                  73                0.80                11,515                 201                2.33
Total interest-earning assets                                57,562,227    $      1,574,281                3.60  %         31,879,894    $        714,240                2.98  %
Non-interest-earning assets                                   5,448,419                                                     1,968,707
Total assets                                               $ 63,010,646                                                  $ 33,848,601

Liabilities and Shareholders' Equity
Interest-bearing liabilities:
Demand deposits                                            $ 12,758,489    $              -                   -  %       $  6,800,456    $              -                   -  %
Health savings accounts                                       7,809,082               3,358                0.06             7,414,332               4,720                0.09

Interest-bearing checking, money market and savings 27,887,362


         48,992                0.23            12,579,762               5,117                0.05
Time deposits                                                 2,649,328               5,000                0.25             2,146,218               6,267                0.39
Total deposits                                               51,104,261              57,350                0.15            28,940,768              16,104                0.07

Securities sold under agreements to repurchase                  528,353               3,537                0.88               501,198               2,203                0.58
Federal funds purchased                                         478,038               6,338                1.75                21,440                  13                0.08
Other borrowings                                                      -                   1                   -                     -                   -                   -
FHLB advances                                                 1,198,754              17,034                1.87               131,606               1,539                1.54
Long-term debt (2)                                            1,017,120              24,973                3.40               565,866              12,658                3.22
Total borrowings                                              3,222,265              51,883                2.16             1,220,110              16,413                1.85
Total interest-bearing liabilities                           54,326,526    $        109,233                0.27  %         30,160,878    $         32,517                0.14  %
Non-interest-bearing liabilities                              1,043,313                                                       373,609
Total liabilities                                            55,369,839                                                    30,534,487

Preferred stock                                                 268,202                                                       145,037
Common shareholders' equity                                   7,372,605                                                     3,169,077
Total shareholders' equity                                    7,640,807                                                     3,314,114
Total liabilities and shareholders' equity                 $ 63,010,646                                                  $ 33,848,601
Tax-equivalent net interest income                                         $      1,465,048                                              $        

681,723


Less: Tax-equivalent adjustments                                                    (33,137)                                                       (7,416)
Net interest income                                                        $      1,431,911                                              $        674,307
Net interest margin (4)                                                                                    3.35  %                                                       2.85  %

(1)Non-accrual loans have been included in the computation of average balances.



(2)For the purposes of our average yield/rate and margin computations, unsettled
trades on investment securities and unrealized gain (loss) balances on
securities available-for-sale and de-designated senior fixed-rate notes hedges
are excluded.

(3)Interest-bearing deposits are a component of cash and cash equivalents on the
Condensed Consolidated Statements of Cash Flows included in Part I - Item 1.
Financial Statements.

(4)Tax-equivalent net interest margin was 3.39% and 2.85% for the nine months ended September 30, 2022 and 2021, respectively.


                                       9
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The following table summarizes the change in net interest income attributable to
changes in rate and volume, and reflects net interest income on a fully
tax-equivalent basis:

                                              Three months ended September 30,                    Nine months ended September 30,
                                                        2022 vs. 2021                                      2022 vs. 2021
                                                 Increase (decrease) due to                          Increase (decrease) due to
(In thousands)                               Rate (1)          Volume       Total                Rate (1)         Volume       Total
Interest on interest-earning assets:
Loans and leases                        $    152,744        $ 182,304    $ 335,048          $    312,980       $ 429,978    $ 742,958
Investment securities                         22,221           27,472       49,693                31,046          79,015      110,061

FHLB and FRB stock                               628              957        1,585                 1,786           2,072        3,858
Interest bearing-deposits                      3,053             (671)       2,382                 4,094            (802)       3,292
Loans held for sale                               38              (56)         (18)                   50            (178)        (128)
Total interest income                   $    178,684        $ 210,006    $ 388,690          $    349,956       $ 510,085    $ 860,041
Interest on interest-bearing
liabilities:

Health savings accounts                 $       (418)       $     101    $ 

(317) $ (1,614) $ 251 $ (1,363) Interest-bearing checking, money

              32,126             (113)      32,013                43,613             262       43,875
market, and savings
Time deposits                                  1,542             (318)       1,224                   277          (1,544)      (1,267)
Securities sold under agreements to              523              (86)         437                 1,215             119        1,334
repurchase
Federal funds purchased                        5,083                -        5,083                 6,049             276        6,325
Other borrowings                                   -                -            -                     1               -            1
FHLB advances                                  4,027            9,295       13,322                 3,019          12,476       15,495
Long-term debt                                   690            4,113        4,803                 1,410          10,906       12,316
Total interest expense                  $     43,573        $  12,992    $ 

56,565 $ 53,970 $ 22,746 $ 76,716 Net change in net interest income $ 135,111 $ 197,014 $ 332,125 $ 295,986 $ 487,339 $ 783,325

(1)The change attributable to mix, a combined impact of rate and volume, is included with the change due to rate.

Provision for Credit Losses

Comparison to Prior Year Quarter



The provision for credit losses increased $28.7 million, or 371.4%, from
$7.8 million for the three months ended
September 30, 2021, to $36.5 million for the three months ended September 30,
2022. The increase is primarily attributed to the release of reserves in the
prior period as a result of improvements in the forecasted economic outlook and
favorable credit trends as the COVID-19 pandemic receded, as well as organic
loan growth and commercial portfolio optimization initiatives. During the three
months ended September 30, 2022, and 2021, total net charge-offs were
$28.5 million and $0.9 million, respectively. The $27.6 million increase is
primarily attributed to commercial portfolio optimization initiatives, as well
as favorable credit performance in 2021 as the economy benefited from the
support of federal stimulus programs.

Comparison to Prior Year to Date



The provision for credit losses increased $277.1 million, or 701.6%, from a
benefit of $39.5 million for the nine months ended September 30, 2021, to an
expense of $237.6 million for the nine months ended September 30, 2022. The
increase is primarily attributed to the establishment of the initial ACL of
$175.1 million for non-purchased credit deteriorated (PCD) loans and leases that
were acquired from Sterling, as well as organic loan growth and commercial
portfolio optimization initiatives. During the nine months ended September 30,
2022, and 2021, total net charge-offs were $47.1 million and $5.1 million,
respectively. The $42.0 million increase is primarily attributed to commercial
portfolio optimization initiatives, as well as favorable credit performance in
2021 as the economy benefited from the support of federal stimulus programs.

Additional information regarding the Company's provision for credit losses and ACL can be found under the sections captioned "Loans and Leases" through "Allowance for Credit Losses" contained elsewhere in Part I - Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations.


                                       10
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Non-Interest Income


                                              Three months ended September                 Nine months ended
                                                           30,                               September 30,
(Dollars in thousands)                           2022               2021                        2022               2021
Deposit service fees                         $   50,807          $ 40,258                   $ 150,019          $ 122,166
Loan and lease related fees                      26,769            10,881                      77,355             27,056
Wealth and investment services                   11,419             9,985                      33,260             29,475
Mortgage banking activities                          86             1,525                         616              5,486
Increase in cash surrender value of life          7,718             3,666                      22,694             10,802
insurance policies
(Loss) on sale of investment securities, net     (2,234)                -                      (2,234)                 -

Other income                                     19,071            17,460                      56,894             38,249
Total non-interest income                    $  113,636          $ 83,775                   $ 338,604          $ 233,234

Comparison to Prior Year Quarter



Total non-interest income increased $29.8 million, or 35.6%, from $83.8 million
for the three months ended
September 30, 2021 to $113.6 million for the three months ended September 30,
2022, due to increases in deposit service fees, loan and lease related fees,
wealth and investment services, the cash surrender value of life insurance
policies, and other income, the majority of which were primarily driven by the
merger with Sterling, partially offset by a decrease in mortgage banking
activities and a net loss on sale of investment securities.

Deposit service fees increased $10.5 million, or 26.2%, from $40.3 million for
the three months ended September 30, 2021 to $50.8 million for the three months
ended September 30, 2022, primarily due to the merger with Sterling,
particularly as it relates to cash management fees, overdraft fees, and account
service charges, as well as higher interchange revenue.

Loan and lease related fees increased $15.9 million, or 146.0%, from
$10.9 million for the three months ended
September 30, 2021 to $26.8 million for the three months ended September 30,
2022, primarily due to the merger with Sterling, which included $2.7 million of
operating lease income, and an increase in loan servicing fees net of mortgage
servicing amortization.

Wealth and investment services increased $1.4 million, or 14.4%, from
$10.0 million for the three months ended
September 30, 2021 to $11.4 million for the three months ended September 30,
2022, primarily due to the merger with Sterling.

Mortgage banking activities decreased $1.4 million, or 94.4%, from $1.5 million
for the three months ended
September 30, 2021 to $0.1 million for the three months ended September 30,
2022, primarily due to lower originations for sale, as the Company continues to
execute on its strategic decision to originate residential mortgage loans for
investment rather than for sale.

The cash surrender value of life insurance policies increased $4.0 million, or
110.5%, from $3.7 million for the three months ended September 30, 2021 to
$7.7 million for the three months ended September 30, 2022, primarily due to the
additional
bank-owned life insurance policies acquired in the merger with Sterling.

Net loss on sale of investment securities, totaled $2.2 million for the three
months ended September 30, 2022, as Webster sold $67.5 million of Municipal
bonds and notes classified as available-for-sale for proceeds of $65.3 million.
There were no sales of investment securities during the three months ended
September 30, 2021.

Other income increased $1.6 million, or 9.2%, from $17.5 million for the three
months ended September 30, 2021 to $19.1 million for the three months ended
September 30, 2022, primarily due to an overall increase in other income due to
the impact of the merger with Sterling, higher income from client interest rate
derivative activities, and a $2.5 million net gain on the extinguishment of
borrowings, partially offset by a decrease in direct investment income.

Comparison to Prior Year to Date



Total non-interest income increased $105.4 million, or 45.2%, from
$233.2 million for the nine months ended
September 30, 2021 to $338.6 million for the nine months ended September 30,
2022, due to increases in deposit service fees, loan and lease related fees,
wealth and investment services, the cash surrender value of life insurance
policies, and other income, the majority of which were primarily driven by the
merger with Sterling, partially offset by a decrease in mortgage banking
activities and a net loss on sale of investment securities.

Deposit service fees increased $27.8 million, or 22.8%, from $122.2 million for
the nine months ended September 30, 2021 to $150.0 million for the nine months
ended September 30, 2022, primarily due to the merger with Sterling,
particularly as it relates to cash management fees, overdraft fees, and account
service charges, as well as higher interchange revenue.

                                       11
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Loan and lease related fees increased $50.3 million, or 185.9%, from
$27.1 million for the nine months ended
September 30, 2021 to $77.4 million for the nine months ended September 30,
2022, primarily due to the merger with Sterling, which included $8.0 million of
operating lease income, as well as increases in loan servicing fees net of
mortgage servicing amortization, prepayment penalties, and syndication fees.

Wealth and investment services increased $3.8 million, or 12.8%, from $29.5 million for the nine months ended September 30, 2021 to $33.3 million for the nine months ended September 30, 2022, primarily due to the merger with Sterling.



Mortgage banking activities decreased $4.9 million, or 88.8%, from $5.5 million
for the nine months ended September 30, 2021 to $0.6 million for the nine months
ended September 30, 2022, primarily due to lower originations for sale, as the
Company continues to execute on its strategic decision to originate residential
mortgage loans for investment rather than for sale.

The cash surrender value of life insurance policies increased $11.9 million, or
110.1%, from $10.8 million for the nine months ended September 30, 2021 to
$22.7 million for the nine months ended September 30, 2022, primarily due to the
additional bank-owned life insurance policies acquired in the merger with
Sterling.

Net loss on sale of investment securities, totaled $2.2 million for the nine
months ended September 30, 2022, as Webster sold $67.5 million of Municipal
bonds and notes classified as available-for-sale for proceeds of $65.3 million.
There were no sales of investment securities during the nine months ended
September 30, 2021.

Other income increased $18.7 million, or 48.7%, from $38.2 million for the nine
months ended September 30, 2021 to $56.9 million for the nine months ended
September 30, 2022, primarily due to an overall increase in other income due to
the impact of the merger with Sterling, higher income from client interest rate
derivative activities, gains on sale of commercial loans not originated for
sale, and a $2.5 million net gain on the extinguishment of borrowings, partially
offset by a decrease in direct investment income.

Non-Interest Expense


                                                                                             Nine months ended
                                             Three months ended September 30,                  September 30,
(Dollars in thousands)                           2022                2021                         2022                2021
Compensation and benefits                    $  173,983          $ 105,352                   $   545,641          $ 310,706
Occupancy                                        23,517             12,430                        93,725             42,090
Technology and equipment                         45,283             28,441                       142,182             84,081
Intangible assets amortization                    8,511              1,124                        23,700              3,395
Marketing                                         3,918              3,721                        10,868              9,452
Professional and outside services                21,618              7,074                        91,041             37,875
Deposit insurance                                 8,026              3,855                        19,996             11,560
Other expense                                    45,215             18,240                       120,930             56,088
Total non-interest expense                   $  330,071          $ 180,237                   $ 1,048,083          $ 555,247

Comparison to Prior Year Quarter



Total non-interest expense increased $149.9 million, or 83.1%, from
$180.2 million for the three months ended
September 30, 2021 to $330.1 million for the three months ended September 30,
2022, primarily due to increases in compensation and benefits, occupancy,
technology and equipment, intangible assets amortization, professional and
outside services, deposit insurance, and other expense, all of which were
primarily driven by the merger with Sterling.

Compensation and benefits increased $68.6 million, or 65.1%, from $105.4 million
for the three months ended
September 30, 2021 to $174.0 million for the three months ended September 30,
2022, primarily due to incremental salaries and incentives related to the
increase in employees as a result of the merger with Sterling, and the $3.9
million reversal of severance in the prior period due to changes in retention
assumptions associated with the Company's strategic initiatives announced in
December 2020, partially offset by a $2.0 million decrease in merger-related
expenses.

Occupancy increased $11.1 million, or 89.2%, from $12.4 million for the three
months ended September 30, 2021 to $23.5 million for the three months ended
September 30, 2022, primarily due to the Company's consolidation plan to reduce
its corporate facility square footage, which resulted in a combined $4.3 million
in related exit costs and accelerated depreciation on property and equipment, in
addition to incremental operating lease costs and depreciation related to the
acquired Sterling banking centers and corporate offices.

Technology and equipment increased $16.9 million, or 59.2%, from $28.4 million
for the three months ended
September 30, 2021 to $45.3 million for the three months ended September 30,
2022, primarily due to an overall increase in technology and equipment due to
the impact of the merger with Sterling.

                                       12
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Intangible assets amortization increased $7.4 million, or 657.2%, from
$1.1 million for the three months ended
September 30, 2021 to $8.5 million for the three months ended September 30,
2022, due to the additional amortization expense related to the core deposit and
customer relationship intangible assets acquired in connection with the Sterling
merger and Bend acquisition.

Professional and outside services increased $14.5 million, or 205.6%, from
$7.1 million for the three months ended September 30, 2021 to $21.6 million for
the three months ended September 30, 2022, primarily due to an $8.8 million
increase in merger-related expenses, particularly as it relates to advisory,
legal, and consulting fees, and an increase in other professional service costs
due to the impact of the merger with Sterling.

Deposit insurance increased $4.1 million, or 108.2%, from $3.9 million for the
three months ended September 30, 2021 to $8.0 million for the three months ended
September 30, 2022, primarily due to an increase in the Company's deposit
insurance assessment base resulting from the merger with Sterling.

Other expense increased $27.0 million, or 147.9%, from $18.2 million for the
three months ended September 30, 2021 to $45.2 million for the three months
ended September 30, 2022, primarily due to an overall increase in other expenses
due to the impact of the merger with Sterling, which includes $2.1 million of
operating lease depreciation, as well as a $10.5 million common stock
contribution to the Webster Bank Charitable Foundation, and a $3.0 million
increase in merger-related expenses, particularly as it relates to disposals of
property and equipment.

Comparison to Prior Year to Date



Total non-interest expense increased $492.8 million, or 88.8%, from
$555.2 million for the nine months ended
September 30, 2021 to $1.0 billion for the nine months ended September 30, 2022,
primarily due to increases in compensation and benefits, occupancy, technology
and equipment, intangible assets amortization, professional and outside
services, deposit insurance, and other expense, all of which were primarily
driven by the merger with Sterling.

Compensation and benefits increased $234.9 million, or 75.6%, from
$310.7 million for the nine months ended
September 30, 2021 to $545.6 million for the nine months ended September 30,
2022, primarily due to incremental salaries and incentives related to the
increase in employees as a result of the merger with Sterling, and a $63.3
million increase in
merger-related expenses, particularly as it relates to severance, retention, and
restricted stock awards.

Occupancy increased $51.6 million, or 122.7%, from $42.1 million for the nine
months ended September 30, 2021 to $93.7 million for the nine months ended
September 30, 2022, primarily due to the Company's consolidation plan to reduce
its corporate facility square footage, which resulted in $23.1 million ROU asset
impairment charges and a combined $12.0 million in related exit costs and
accelerated depreciation on property and equipment, as well as additional
operating lease costs and depreciation related to the acquired Sterling banking
centers and corporate offices. These increases were partially offset by a
decrease in strategic initiatives charges.

Technology and equipment increased $58.1 million, or 69.1%, from $84.1 million
for the nine months ended
September 30, 2021 to $142.2 million for the nine months ended September 30,
2022, primarily due to a $21.3 million increase in merger-related expenses,
particularly as it relates to contract termination costs, and an overall
increase in technology and equipment due to the impact of the merger with
Sterling.

Intangible assets amortization increased $20.3 million, or 598.1%, from
$3.4 million for the nine months ended
September 30, 2021 to $23.7 million for the nine months ended September 30,
2022, due to the additional amortization expense related to the core deposit and
customer relationship intangible assets acquired in connection with the Sterling
merger and Bend acquisition.

Professional and outside services increased $53.1 million, or 140.4%, from
$37.9 million for the nine months ended September 30, 2021 to $91.0 million for
the nine months ended September 30, 2022, primarily due to a $40.8 million
increase in merger-related expenses, particularly as it relates to advisory,
legal, and consulting fees, and an increase in other professional service costs
due to the impact of the merger with Sterling, partially offset by a decrease in
strategic initiative charges.

Deposit insurance increased $8.4 million, or 73.0%, from $11.6 million for the
nine months ended September 30, 2021 to $20.0 million for the nine months ended
September 30, 2022, primarily due to an increase in the Company's deposit
insurance assessment base resulting from the merger with Sterling.

Other expense increased $64.8 million, or 115.6%, from $56.1 million for the
nine months ended September 30, 2021 to $120.9 million for the nine months ended
September 30, 2022, primarily due to an overall increase in other expenses due
to the impact of the merger with Sterling, which includes $6.2 million of
operating lease depreciation, along with a $12.5 million increase in
merger-related expenses, particularly as it relates to disposals of property and
equipment, and a $10.5 million common stock contribution to the Webster Bank
Charitable Foundation.

                                       13
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Income Taxes

Comparison to Prior Year Quarter

Webster recognized income tax expense of $64.1 million and $29.8 million for the three months ended September 30, 2022, and 2021, respectively, reflecting effective tax rates of 21.5% and 23.7%, respectively.



The increase in income tax expense is due to a higher level of pre-tax income
recognized during the three months ended September 30, 2022, resulting from the
impact of the Company's merger with Sterling. The decrease in the effective tax
rate primarily reflects increased tax-exempt income and net benefits from tax
credits in 2022 as compared to 2021 (including increases in the amounts
estimated for the full year 2022 in Webster's estimated annual effective tax
rate computation at September 30, 2022), resulting from the merger with
Sterling. These factors were partially offset by the effects of a higher level
of pre-tax income and rate of state and local tax (SALT) in 2022 as compared to
2021, and a $2.9 million deferred SALT expense recognized during the three
months ended September 30, 2022, each also resulting from the merger with
Sterling.

Comparison to Prior Year to Date

Webster recognized income tax expense of $85.3 million and $94.0 million for the nine months ended September 30, 2022, and 2021, respectively, reflecting effective tax rates of 17.6% and 24.0%, respectively.



The decrease in both income tax expense and the effective tax rate primarily
reflects the one-time charges incurred by the Company during the nine months
ended September 30, 2022, as a result of the merger with Sterling, along with a
$10.9 million net deferred SALT benefit recognized during the nine months ended
September 30, 2022, associated with the merger with Sterling, which includes a
$9.9 million benefit recognized during the three months ended March 31, 2022,
related to a change in management's estimate about the realizability of its SALT
deferred tax assets (DTAs) due to an estimated increase in future taxable
income.

At September 30, 2022, and December 31, 2021, Webster recorded a valuation
allowance on its DTAs of $29.2 million and $37.4 million, respectively. The
$29.2 million at September 30, 2022, reflects a reduction of $9.9 million for
the change in estimate discussed above, and includes a $1.7 million valuation
allowance related to the Bend acquisition. At
September 30, 2022, and December 31, 2021, Webster's gross DTAs included $67.1
million and $64.4 million, respectively, applicable to SALT net operating loss
carryforwards that are available to offset future taxable income. The $67.1
million at September 30, 2022, includes $5.6 million related to the Sterling
merger and $1.1 million related to the Bend acquisition. Webster's total gross
DTAs at September 30, 2022, also included $5.6 million and $0.5 million,
respectively, of federal net operating loss and credit carryforwards related to
the Sterling merger and Bend acquisition, which are subject to annual
limitations on utilization.

The ultimate realization of DTAs is dependent on the generation of future
taxable income during the periods in which the net operating loss and credit
carryforwards are available. In making its assessment, management considers the
Company's forecasted future results of operations, estimates the content and
apportionment of its income by legal entity over the near term for SALT
purposes, and also applies longer-term growth rate assumptions. Based on its
estimates, management believes it is more likely than not that the Company will
realize its DTAs, net of the valuation allowance, at September 30, 2022.
However, it is possible that some or all of Webster's net operating loss and
credit carryforwards could expire unused, or that more net operating loss and
credit carryforwards could be utilized than estimated, either as a result of
changes in future forecasted levels of taxable income or if future economic or
market conditions or interest rates were to vary significantly from the
Company's forecasts and, in turn, impact its future results of operations.

On August 16, 2022, the Inflation Reduction Act (IRA) was signed into law. The
IRA includes various tax provisions, which are generally effective for tax years
beginning on or after January 1, 2023. While Webster is still evaluating these
tax law changes, it does not expect them to have a material impact on the
Company's consolidated financial statements.

Additional information regarding Webster's income taxes, including its DTAs, can
be found within Note 10: Income Taxes in the Notes to Consolidated Financial
Statements contained in Part II - Item 8. Financial Statements and Supplementary
Data of the Company's Annual Report on Form 10-K for the year ended December 31,
2021.

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Segment Reporting

Webster's operations are organized into three reportable segments that represent
its primary businesses: Commercial Banking, HSA Bank, and Consumer Banking.
These segments reflect how executive management responsibilities are assigned,
how discrete financial information is evaluated, the type of customer served,
and how products and services are provided. Segments are evaluated using
pre-tax, pre-provision net revenue (PPNR). Certain Treasury activities, along
with the amounts required to reconcile profitability metrics to those reported
in accordance with GAAP, are included in the Corporate and Reconciling category.
Additional information regarding the Company's reportable segments and its
segment reporting methodology can be found within Note 16: Segment Reporting in
the Notes to Condensed Consolidated Financial Statements contained in
Part I - Item 1. Financial Statements.

Effective January 1, 2022, Webster realigned its investment services operations
from Commercial Banking to Consumer Banking to better serve its customers and
deliver operational efficiencies. Under this realignment, $125.4 million of
deposits and $4.3 billion of assets under administration (off-balance sheet)
were reassigned from Commercial Banking to Consumer Banking. There was no
goodwill reallocation nor goodwill impairment as a result of the reorganization.
In addition, the
non-interest expense allocation methodology was modified to exclude certain
overhead and merger-related costs that are not directly related to segment
performance. Prior period results of operations have been recast accordingly to
reflect the realignment.

The following is a description of Webster's three reportable segments and their primary services:



Commercial Banking serves corporate customers with more than $2 million of
revenues through its Commercial Real Estate, Business Banking, Capital Finance,
Middle Market, Public Sector Finance, Sponsor and Specialty Finance, Mortgage
Warehouse Lending, Private Banking, and Treasury Management components.

HSA Bank offers a comprehensive consumer-directed healthcare solution that
includes HSAs, health reimbursement arrangements, flexible spending accounts,
and commuter benefits. HSAs are used in conjunction with high deductible health
plans in order to facilitate tax advantages for account holders with respect to
health care spending and savings, in accordance with applicable laws. HSAs are
distributed nationwide directly to employers and individual consumers, as well
as through national and regional insurance carriers, benefit consultants, and
financial advisors. HSA Bank deposits provide long duration, low-cost funding
that is used to minimize the Company's use of wholesale funding in support of
its loan growth. In addition, non-interest revenue is generated predominantly
through service fees and interchange income.

Consumer Banking serves individual customers and small businesses with less than
$2 million of revenues by offering consumer deposits, residential mortgages,
home equity lines, secured and unsecured loans, debit and credit card products,
and investment services. Consumer Banking operates a distribution network
consisting of 201 banking centers and 354 ATMs, a customer care center, and a
full range of web and mobile-based banking services, primarily throughout
southern New England and the New York Metro and Suburban markets.

Management anticipates that the presentation of Consumer Banking's operating
results in the fourth quarter of 2022 will be impacted by a restructuring of the
process by which the Company offers brokerage, investment advisory, and certain
insurance-related services to customers. The staff providing these services,
which had previously been employees of Webster Bank at September 30, 2022, will
now be employees of a third-party service provider. As a result, Webster will
recognize income from this program on a net basis, which will reduce gross
reported non-interest income and corresponding compensation non-interest
expense. This restructuring is not expected to have a significant net impact on
PPNR.

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Commercial Banking

Operating Results:


                                                 Three months ended September 30,       Nine months ended September 30,
(In thousands)                                       2022                2021               2022                2021
Net interest income                              $  333,554          $ 152,012          $  954,044          $ 434,087
Non-interest income                                  40,497             22,782             128,670             59,536
Non-interest expense                                102,415             50,244             294,375            142,803
Pre-tax, pre-provision net revenue               $  271,636          $ 

124,550 $ 788,339 $ 350,820

Comparison to Prior Year Quarter



Commercial Banking's PPNR increased $147.1 million, or 118.1%, for the three
months ended September 30, 2022, as compared to the three months ended
September 30, 2021, due to increases in both net interest income and
non-interest income, partially offset by an increase in non-interest expense,
all of which were primarily driven by the merger with Sterling. The $181.6
million increase in net interest income is primarily attributed to incremental
loan and deposit balances acquired from Sterling, loan and deposit growth, and
higher interest rates. The $17.7 million increase in non-interest income is
primarily attributed to incremental fee income due to the merger, partially
offset by lower direct investment income. The $52.2 million increase in
non-interest expense is primarily attributed to incremental expenses incurred
related to the acquired Sterling commercial business, and costs to support
growth within the loan and deposit portfolios.

Comparison to Prior Year to Date



Commercial Banking's PPNR increased $437.5 million, or 124.7%, for the nine
months ended September 30, 2022 as compared to the nine months ended
September 30, 2021, due to increases in both net interest income and
non-interest income, partially offset by an increase in non-interest expense,
all of which were primarily driven by the merger with Sterling. The
$520.0 million increase in net interest income is primarily attributed to
incremental loan and deposit balances acquired from Sterling, loan and deposit
growth, and higher interest rates. The $69.1 million increase in non-interest
income is primarily attributed to incremental fee income due to the merger, as
well as increased client hedging activity and loan and lease related fees,
partially offset by lower direct investment income. The $151.6 million increase
in non-interest expense is primarily attributed to incremental expenses incurred
related to the acquired Sterling commercial business, and costs to support
growth within the loan and deposit portfolios.

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