Webster Financial Corp. Files 2023 Annual Report on Form 10-K

TL;DR

<b>Webster Financial Corp. has submitted its 2023 annual 10-K filing detailing its financial performance and operations.</b>

AI Summary

WEBSTER FINANCIAL CORP (WBS-PG) filed a Annual Report (10-K) with the SEC on February 27, 2024. Webster Financial Corp. filed its annual report on Form 10-K for the fiscal year ending December 31, 2023. The filing covers the period from January 1, 2023, to December 31, 2023. The company's principal executive offices are located at 200 Elm Street, Stamford, CT 06902. Webster Financial Corp. is classified under the SIC code 6021 for National Commercial Banks. The report was filed with the SEC on February 27, 2024.

Why It Matters

For investors and stakeholders tracking WEBSTER FINANCIAL CORP, this filing contains several important signals. This 10-K filing provides a comprehensive overview of Webster Financial Corp.'s financial health, operational performance, and strategic positioning for the fiscal year 2023, which is crucial for investors to assess the company's stability and growth prospects. As a national commercial bank, the information contained within this filing is vital for understanding regulatory compliance, market competitiveness, and potential risks within the banking sector.

Risk Assessment

Risk Level: medium — WEBSTER FINANCIAL CORP shows moderate risk based on this filing. The company operates in the highly regulated banking sector, which inherently carries risks related to economic downturns, interest rate fluctuations, and compliance requirements, as evidenced by its classification as a National Commercial Bank.

Analyst Insight

Investors should review the detailed financial statements and risk factors in the 10-K to understand Webster Financial Corp.'s performance and outlook in the current economic climate.

Key Numbers

• 2023-12-31 — Fiscal Year End (Conformed Period of Report)
• 2024-02-27 — Filing Date (Conformed Submission Type)
• 20 — Public Document Count (Conformed Document Count)
• 001-31486 — SEC File Number (SEC File Number)

Key Players & Entities

• WEBSTER FINANCIAL CORP (company) — Filer name
• 200 ELM STREET (location) — Business and Mail Address
• STAMFORD (location) — Business and Mail Address City
• CT (location) — Business and Mail Address State
• 06902 (location) — Business and Mail Address ZIP
• 203-578-2202 (phone) — Business Phone
• 6021 (industry) — Standard Industrial Classification
• 2024-02-27 (date) — Filed as of date

FAQ

Industry Context

Webster Financial Corp. operates within the National Commercial Banks industry, a sector characterized by its sensitivity to interest rate changes, economic cycles, and stringent regulatory oversight.

Regulatory Implications

As a national commercial bank, Webster Financial Corp. is subject to oversight from federal banking regulators, requiring adherence to capital adequacy, liquidity, and consumer protection rules.

What Investors Should Do

1. Analyze the detailed financial statements for revenue, net income, and asset growth.
2. Review any disclosed risk factors pertaining to the banking industry and Webster's specific operations.
3. Compare key financial metrics to previous fiscal years to identify trends.

Key Dates

• 2023-12-31: Fiscal Year End — Defines the reporting period for the 10-K.
• 2024-02-27: Filing Date — Indicates when the 10-K was officially submitted to the SEC.

Year-Over-Year Comparison

This filing represents the annual 10-K for the fiscal year 2023, providing a year-end summary of the company's financial position and performance.

Key Financial Figures

• $0.01 — ich registered Common Stock, par value $0.01 per share WBS New York Stock Exchange
• $9 billion — nagement platform that administers over $9 billion of deposits from FDIC-insured cash swee
• $2 million — anking serves businesses with more than $2 million of revenue through its Commercial Real

Filing Documents

• wbs-20231231.htm (10-K) — 6016KB
• exhibit1012021stockincenti.htm (EX-10.1) — 147KB
• exhibit1010cic-gmacinnes12.htm (EX-10.10) — 113KB
• exhibit1020cic-cmotl1x1x20.htm (EX-10.20) — 116KB
• exhibit1021cicamendment-cm.htm (EX-10.21) — 19KB
• exhibit1025cic-lmassiani2x.htm (EX-10.25) — 124KB
• exhibit1026non-competition.htm (EX-10.26) — 59KB
• exhibit1027cic-kberner9x21.htm (EX-10.27) — 125KB
• exhibit1028non-solicitatio.htm (EX-10.28) — 35KB
• exhibit1029cic-ecieslik10x.htm (EX-10.29) — 125KB
• exhibit1030non-competition.htm (EX-10.30) — 62KB
• exhibit1031cic-jevans2x1x2.htm (EX-10.31) — 126KB
• exhibit1032non-competition.htm (EX-10.32) — 62KB
• exhibit1033cic-jgriffin2x1.htm (EX-10.33) — 124KB
• exhibit1034non-competition.htm (EX-10.34) — 62KB
• exhibit1035cic-vnafde10x12.htm (EX-10.35) — 126KB
• exhibit1036non-competition.htm (EX-10.36) — 62KB
• exhibit1037cic-jsoto8x11x2.htm (EX-10.37) — 126KB
• exhibit1038non-competition.htm (EX-10.38) — 65KB
• exhibit1039cic-mweidner2x1.htm (EX-10.39) — 124KB
• exhibit1040non-competition.htm (EX-10.40) — 62KB
• exhibit1041cic-bkrynick2x1.htm (EX-10.41) — 123KB
• exhibit1042non-competition.htm (EX-10.42) — 62KB
• exhibit21subsidiaries2023.htm (EX-21) — 7KB
• exhibit23consentofkpmg2023.htm (EX-23) — 2KB
• exhibit3114q23.htm (EX-31.1) — 9KB
• exhibit3124q23.htm (EX-31.2) — 9KB
• exhibit3214q23.htm (EX-32.1) — 6KB
• exhibit3224q23.htm (EX-32.2) — 6KB
• exhibit97webster2023clawba.htm (EX-97) — 9KB
• wbs-20231231_g1.jpg (GRAPHIC) — 128KB
• 0000801337-24-000007.txt (&nbsp;) — 34645KB
• wbs-20231231.xsd (EX-101.SCH) — 130KB
• wbs-20231231_cal.xml (EX-101.CAL) — 214KB
• wbs-20231231_def.xml (EX-101.DEF) — 1213KB
• wbs-20231231_lab.xml (EX-101.LAB) — 1998KB
• wbs-20231231_pre.xml (EX-101.PRE) — 1613KB
• wbs-20231231_htm.xml (XML) — 6708KB

Forward-Looking Statements iv

Forward-Looking Statements iv PART I

Risk Factors 15

Item 1A. Risk Factors 15

Unresolved Staff Comments 24

Item 1B. Unresolved Staff Comments 24

Cybersecurity 25

Item 1C. Cybersecurity 25

Properties 27

Item 2. Properties 27

Legal Proceedings 27

Item 3. Legal Proceedings 27

Mine Safety Disclosures 27

Item 4. Mine Safety Disclosures 27 PART II

Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 28

Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 28

[Reserved] 29

Item 6. [Reserved] 29

Management's Discussion and Analysis of Financial Condition and Results of Operations 30

Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations 30

Quantitative and Qualitative Disclosures About Market Risk 62

Item 7A. Quantitative and Qualitative Disclosures About Market Risk 62

Financial Statements and Supplementary Data 63

Item 8. Financial Statements and Supplementary Data 63

Changes in and Disagreements With Accountants on Accounting and Financial Disclosure 145

Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure 145

Controls and Procedures 145

Item 9A. Controls and Procedures 145

Other Information 148

Item 9B. Other Information 148

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections 148

Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections 148 PART III

Directors, Executive Officers and Corporate Governance 148

Item 10. Directors, Executive Officers and Corporate Governance 148

Executive Compensation 148

Item 11. Executive Compensation 148

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 148

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 148

Certain Relationships and Related Transactions, and Director Independence 149

Item 13. Certain Relationships and Related Transactions, and Director Independence 149

Principal Accountant Fees and Services 149

Item 14. Principal Accountant Fees and Services 149 PART IV

Exhibits and Financial Statement Schedules 149

Item 15. Exhibits and Financial Statement Schedules 149 EXHIBIT INDEX 150

Form 10-K Summary 152

Item 16. Form 10-K Summary 152

SIGNATURES

SIGNATURES 153 i Table of Contents KEY TO ACRONYMS AND TERMS ACL Allowance for credit losses Agency CMBS Agency commercial mortgage-backed securities Agency CMO Agency collateralized mortgage obligations Agency MBS Agency mortgage-backed securities ALCO Asset Liability Committee Ametros Ametros Financial Corporation AOCI (AOCL) Accumulated other comprehensive income (loss), net of tax ASC Accounting Standards Codification ASU or the Update Accounting Standards Update Basel III Capital Rules Capital rules under a global regulatory framework developed by the Basel Committee on Banking Supervision Bend Bend Financial, Inc. BHC Act Bank Holding Company Act of 1956, as amended CARES Act The Coronavirus Aid, Relief, and Economic Security Act CECL Current expected credit loss model, defined in ASC 326 "Financial Instruments – Credit Losses" CET1 Common Equity Tier 1 Capital, defined by the Basel III Capital Rules CET1 Risk-Based Capital Ratio of CET1 capital to total risk-weighted assets, defined by the Basel III Capital Rules CFPB Consumer Financial Protection Bureau CLO Collateralized loan obligation securities CMBS Non-agency commercial mortgage-backed securities COVID-19 Coronavirus CRA Community Reinvestment Act of 1977 DEIB Diversity, equity, inclusion and belonging DTA / DTL Deferred tax asset / deferred tax liability EAD Exposure at default ESG Environmental, Social, and Governance ERMC Enterprise Risk Management Committee FASB Financial Accounting Standards Board FDIA Federal Deposit Insurance Act FDIC Federal Deposit Insurance Corporation FDIF Federal Deposit Insurance Fund FHLB Federal Home Loan Bank FICO Fair Isaac Corporation FRA Federal Reserve Act FRB Federal Reserve Bank FTE Fully tax-equivalent FTP Funds Transfer Pricing, a matched maturity funding concept GAAP U.S. Generally Accepted Accounting Principles Holding Company Webster Financial Corporation HSA Health savings account HSA Ba

FORWARD-LOOKING STATEMENTS

FORWARD-LOOKING STATEMENTS This Annual Report on Form 10-K contains "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements can be identified by words such as "believes," "anticipates," "expects," "intends," "targeted," "continue," "remain," "will," "should," "may," "plans," "estimates," and similar references to future periods. However, these words are not the exclusive means of identifying such forward-looking statements. Examples of forward-looking statements include, but are not limited to: projections of revenues, expenses, income or loss, earnings or loss per share, and other financial items; Forward-looking statements are based on the Company's current expectations and assumptions regarding its business, the economy, and other future conditions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks, and changes in circumstances that are difficult to predict. The Company's actual results may differ materially from those contemplated by the forward-looking statements, which are neither statements of historical fact nor guarantees or assurances of future performance. Factors that could cause the Company's actual results to differ from those discussed in any forward-looking statements include, but are not limited to: our ability to successfully execute our business plan and strategic initiatives, and manage any risks or uncertainties; continued regulatory changes or other mitigation efforts taken by government agencies in response to turmoil in the banking industry, including due to the bank failures in 2023; volatility in Webster's stock price due to investor sentiment, including in light of turmoil in the banking industry

BUSINESS

ITEM 1. BUSINESS General Webster Financial Corporation is a bank holding company and financial holding company under the BHC Act, incorporated under the laws of Delaware in 1986, and headquartered in Stamford, Connecticut. Webster Bank, and its HSA Bank Division, is a leading commercial bank in the Northeast that provides a wide range of digital and traditional financial solutions across three differentiated lines of business: Commercial Banking, HSA Bank, and Consumer Banking. While its core footprint spans the northeastern U.S. from New York to Massachusetts, certain businesses operate in extended geographies. HSA Bank is one of the largest providers of employee benefits solutions in the U.S. Available Information The Company files reports with the SEC, and makes available, free of charge, within the investor relations section of its internet website (http://investors.websterbank.com), its Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and amendments to those reports as soon as reasonably practicable after it electronically files such material with, or furnishes it to, the SEC. The SEC website (http://www.sec.gov) makes reports, proxy and information statements, and other information filed electronically with the SEC available to the public free of charge. Information contained on the Company's website is not incorporated by reference into this Annual Report on Form 10-K. Mergers and Acquisitions On January 31, 2022, the Company completed its merger with Sterling. Pursuant to the merger agreement, Sterling Bancorp merged with and into the Holding Company, with the Holding Company continuing as the surviving corporation. Following the merger, on February 1, 2022, Sterling National Bank, a wholly-owned subsidiary of Sterling Bancorp, merged with and into the Bank, with the Bank continuing as the surviving bank. Sterling was a full-service regional bank headquartered in Pearl River, New York, that primarily served the G

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