UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_______________________________________________________________________________

FORM 10-Q

_______________________________________________________________________________

þ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the quarterly period ended	September 30, 2015

Commission File Number: 001-31486

_______________________________________________________________________________

WEBSTER FINANCIAL CORPORATION

(Exact name of registrant as specified in its charter)

_______________________________________________________________________________

Delaware	06-1187536
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
145 Bank Street, Waterbury, Connecticut 06702
(Address and zip code of principal executive offices)
(203) 578-2202
(Registrant's telephone number, including area code)

______________________________________________________________________________

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    þ  Yes    o  No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (Section 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    þ  Yes    o  No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer þ Accelerated filer o Non-accelerated filer o Smaller reporting company o

Indicate by check mark whether the registrant is a shell company (as defined in Exchange Act Rule 12b-2).    o  Yes    þ  No

The number of shares of common stock, par value $.01 per share, outstanding as of October 30, 2015 was 91,678,361.

INDEX

		Page No.
PART I – FINANCIAL INFORMATION
Item 1.	Financial Statements	1
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	43
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	74
Item 4.	Controls and Procedures	74
PART II – OTHER INFORMATION		75
Item 1.	Legal Proceedings	75
Item 1A.	Risk Factors	75
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	75
Item 3.	Defaults Upon Senior Securities	76
Item 4.	Mine Safety Disclosures	76
Item 5.	Other Information	76
Item 6.	Exhibits	76
SIGNATURES		77
EXHIBIT INDEX		78

i

PART I. – FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

WEBSTER FINANCIAL CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

	September 30, 2015			December 31, 2014
(In thousands, except share data)	(Unaudited)
Assets:
Cash and due from banks	$	251,898		$	261,544
Interest-bearing deposits	19,257			132,695
Securities available-for-sale, at fair value	3,015,417			2,793,873
Securities held-to-maturity (fair value of $4,023,546 and $3,948,706)	3,951,208			3,872,955
Federal Home Loan Bank and Federal Reserve Bank stock	184,280			193,290
Loans held for sale	38,331			67,952
Loans and leases	15,216,525			13,900,025
Allowance for loan and lease losses	(172,992		)	(159,264		)
Loans and leases, net	15,043,533			13,740,761
Deferred tax asset, net	84,743			73,873
Premises and equipment, net	127,216			121,933
Goodwill	538,373			529,887
Other intangible assets, net	40,914			2,666
Cash surrender value of life insurance policies	449,711			440,073
Accrued interest receivable and other assets	324,901			301,670
Total assets	$	24,069,782		$	22,533,172
Liabilities and shareholders' equity:
Deposits:
Non-interest-bearing	$	3,551,229		$	3,598,872
Interest-bearing	14,031,001			12,052,733
Total deposits	17,582,230			15,651,605
Securities sold under agreements to repurchase and other borrowings	1,002,018			1,250,756
Federal Home Loan Bank advances	2,609,212			2,859,431
Long-term debt	226,327			226,237
Accrued expenses and other liabilities	247,450			222,328
Total liabilities	21,667,237			20,210,357
Shareholders’ equity:
Preferred stock, $.01 par value; Authorized - 3,000,000 shares:
Series A issued and outstanding (28,939 shares at December 31, 2014)	—			28,939
Series E issued and outstanding (5,060 shares)	122,710			122,710
Common stock, $.01 par value; Authorized - 200,000,000 shares:
Issued (93,648,572 and 93,623,090 shares)	936			936
Paid-in capital	1,124,823			1,127,534
Retained earnings	1,288,261			1,202,251
Treasury stock, at cost (2,136,436 and 3,241,555 shares)	(74,666		)	(103,294		)
Accumulated other comprehensive loss, net of tax	(59,519		)	(56,261		)
Total shareholders' equity	2,402,545			2,322,815
Total liabilities and shareholders' equity	$	24,069,782		$	22,533,172

See accompanying Notes to Condensed Consolidated Financial Statements.

1

WEBSTER FINANCIAL CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF INCOME (Unaudited)

	Three months ended September 30,						Nine months ended September 30,
(In thousands, except per share data)	2015			2014			2015			2014
Interest Income:
Interest and fees on loans and leases	$	140,520		$	129,227		$	406,937		$	379,008
Taxable interest and dividends on securities	47,230			46,349			141,739			142,442
Non-taxable interest on securities	3,891			4,099			11,905			13,109
Loans held for sale	357			239			1,299			631
Total interest income	191,998			179,914			561,880			535,190
Interest Expense:
Deposits	11,480			11,345			34,555			32,840
Securities sold under agreements to repurchase and other borrowings	4,138			4,587			12,711			14,874
Federal Home Loan Bank advances	5,949			4,203			16,099			12,052
Long-term debt	2,421			2,409			7,230			7,631
Total interest expense	23,988			22,544			70,595			67,397
Net interest income	168,010			157,370			491,285			467,793
Provision for loan and lease losses	13,000			9,500			35,500			27,750
Net interest income after provision for loan and lease losses	155,010			147,870			455,785			440,043
Non-interest Income:
Deposit service fees	35,229			26,489			102,347			77,503
Loan related fees	8,305			5,479			19,713			14,851
Wealth and investment services	7,761			8,762			24,434			26,429
Mortgage banking activities	1,441			1,805			5,519			3,093
Increase in cash surrender value of life insurance policies	3,288			3,346			9,637			9,900
Gain on sale of investment securities, net	—			42			529			4,378
Impairment loss recognized in earnings	(82		)	(85		)	(82		)	(246		)
Other income	5,513			5,071			17,099			12,425
Total non-interest income	61,455			50,909			179,196			148,333
Non-interest Expense:
Compensation and benefits	73,378			66,849			218,285			198,931
Occupancy	11,987			11,557			37,263			35,807
Technology and equipment	21,336			15,419			60,808			46,166
Intangible assets amortization	1,621			432			4,752			2,269
Marketing	4,099			4,032			12,520			11,461
Professional and outside services	2,896			2,470			8,224			6,441
Deposit insurance	6,067			5,938			17,800			16,814
Other expense	18,470			17,801			51,738			53,547
Total non-interest expense	139,854			124,498			411,390			371,436
Income before income tax expense	76,611			74,281			223,591			216,940
Income tax expense	25,075			23,824			69,830			68,220
Net income	51,536			50,457			153,761			148,720
Preferred stock dividends	(2,024		)	(2,639		)	(6,687		)	(7,917		)
Net income available to common shareholders	$	49,512		$	47,818		$	147,074		$	140,803

Net income per common share:
Basic	$	0.54	$	0.53	$	1.61	$	1.56
Diluted	0.54		0.53		1.60		1.55

See accompanying Notes to Condensed Consolidated Financial Statements.

2

WEBSTER FINANCIAL CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Unaudited)

	Three months ended September 30,						Nine months ended September 30,
(In thousands)	2015			2014			2015			2014
Net income	$	51,536		$	50,457		$	153,761		$	148,720
Other comprehensive income (loss), net of tax:
Total available-for-sale and transferred securities	712			(8,097		)	(6,248		)	15,776
Total derivative instruments	(519		)	1,673			42			(4,571		)
Total defined benefit pension and other postretirement benefit plans	983			500			2,948			1,425
Other comprehensive income (loss), net of tax	1,176			(5,924		)	(3,258		)	12,630
Comprehensive income	$	52,712		$	44,533		$	150,503		$	161,350

See accompanying Notes to Condensed Consolidated Financial Statements.

3

WEBSTER FINANCIAL CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY (Unaudited)

(In thousands, except per share data)	Preferred Stock			Common Stock		Paid-In Capital			Retained Earnings			Treasury Stock, at cost			Accumulated Other Comprehensive Loss, Net of Tax			Total Shareholders' Equity
Balance at December 31, 2014	$	151,649		$	936	$	1,127,534		$	1,202,251		$	(103,294	)	$	(56,261	)	$	2,322,815
Net income	—			—		—			153,761			—			—			153,761
Other comprehensive loss, net of tax	—			—		—			—			—			(3,258		)	(3,258		)
Dividends on common stock and dividend equivalents declared $0.66 per share	—			—		87			(60,236		)	—			—			(60,149		)
Dividends on Series A preferred stock $21.25 per share	—			—		—			(615		)	—			—			(615		)
Dividends on Series E preferred stock $1,200.00 per share	—			—		—			(6,072		)	—			—			(6,072		)
Common stock issued	—			—		—			—			—			—			—
Preferred stock conversion	(28,939		)	—		(3,429		)	—			32,368			—			—
Stock-based compensation, net of tax impact	—			—		2,778			(828		)	8,454			—			10,404
Exercise of stock options	—			—		(2,124		)	—			4,686			—			2,562
Shares acquired related to employee share-based compensation plans	—			—		—			—			(4,316		)	—			(4,316		)
Common stock repurchased	—			—		—			—			(12,564		)	—			(12,564		)
Common stock warrants repurchased	—			—		(23		)	—			—			—			(23		)
Balance at September 30, 2015	$	122,710		$	936	$	1,124,823		$	1,288,261		$	(74,666	)	$	(59,519	)	$	2,402,545
(In thousands, except per share data)	Preferred Stock			Common Stock		Paid-In Capital			Retained Earnings			Treasury Stock, at cost			Accumulated Other Comprehensive Loss, Net of Tax			Total Shareholders' Equity
Balance at December 31, 2013	$	151,649		$	934	$	1,125,584		$	1,080,488		$	(100,918	)	$	(48,549	)	$	2,209,188
Cumulative effect of change in accounting principle	—			—		—			160			—			—			160
Net income	—			—		—			148,720			—			—			148,720
Other comprehensive income, net of tax	—			—		—			—			—			12,630			12,630
Dividends on common stock and dividend equivalents declared $0.55 per share	—			—		41			(49,672		)	—			—			(49,631		)
Dividends on Series A preferred stock $63.75 per share	—			—		—			(1,845		)	—			—			(1,845		)
Dividends on Series E preferred stock $1,200.00 per share	—			—		—			(6,072		)	—			—			(6,072		)
Common stock issued	—			—		436			—			—			—			436
Stock-based compensation, net of tax impact	—			—		3,909			736			3,982			—			8,627
Exercise of stock options	—			—		(1,517		)	—			3,256			—			1,739
Shares acquired related to employee share-based compensation plans	—			—		—			—			(2,218		)	—			(2,218		)
Common stock repurchased	—			—		—			—			(10,741		)	—			(10,741		)
Balance at September 30, 2014	$	151,649		$	934	$	1,128,453		$	1,172,515		$	(106,639	)	$	(35,919	)	$	2,310,993

See accompanying Notes to Condensed Consolidated Financial Statements.

4

WEBSTER FINANCIAL CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)

	Nine months ended September 30,
(In thousands)	2015			2014
Operating Activities:
Net income	$	153,761		$	148,720
Adjustments to reconcile net income to net cash provided by operating activities:
Provision for loan and lease losses	35,500			27,750
Deferred tax benefit	(7,272		)	(4,388		)
Depreciation and amortization	25,991			23,509
Amortization of earning assets and funding, premium/discount, net	41,704			37,127
Stock-based compensation	8,283			7,793
Gain on sale, net of write-down, on foreclosed and repossessed assets	(69		)	(1,059		)
Gain on sale, net of write-down, on premises and equipment	(249		)	(349		)
Impairment loss recognized in earnings	82			246
Gain on the sale of investment securities, net	(529		)	(4,378		)
Increase in cash surrender value of life insurance policies	(9,637		)	(9,900		)
Gain from life insurance policies	(220		)	(671		)
Gain, net on sale of loans held for sale	(5,519		)	(3,093		)
Proceeds from sale of loans held for sale	352,300			207,530
Origination of loans held for sale	(351,236		)	(209,585		)
Net increase in accrued interest receivable and other assets	(52,271		)	(41,631		)
Net increase in accrued expenses and other liabilities	21,282			19,485
Net cash provided by operating activities	211,901			197,106
Investing Activities:
Net decrease (increase) in interest-bearing deposits	113,438			(81,720		)
Purchases of available for sale securities	(737,184		)	(92,343		)
Proceeds from maturities and principal payments of available for sale securities	452,397			317,973
Proceeds from sales of available for sale securities	65,643			38,075
Purchases of held-to-maturity securities	(639,699		)	(732,767		)
Proceeds from maturities and principal payments of held-to-maturity securities	538,772			431,571
Net proceeds (purchase) of Federal Home Loan Bank stock	9,010			(12,296		)
Net increase in loans	(1,345,816		)	(840,704		)
Proceeds from sale of loans not originated for sale	33,100			—
Proceeds from life insurance policies	3,912			760
Proceeds from the sale of foreclosed and repossessed assets	7,783			7,804
Proceeds from the sale of premises and equipment	650			2,641
Purchases of premises and equipment	(26,801		)	(19,908		)
Acquisition of business, net of cash acquired	1,396,414			—
Net cash used for investing activities	(128,381		)	(980,914		)

See accompanying Notes to Condensed Consolidated Financial Statements.

5

WEBSTER FINANCIAL CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited), continued

	Nine months ended September 30,
(In thousands)	2015			2014
Financing Activities:
Net increase in deposits	484,568			692,860
Proceeds from Federal Home Loan Bank advances	9,100,000			5,352,931
Repayments of Federal Home Loan Bank advances	(9,350,209		)	(5,115,130		)
Net decrease in securities sold under agreements to repurchase and other borrowings	(248,738		)	(94,687		)
Issuance of long-term debt	—			150,000
Repayment of long-term debt	—			(150,000		)
Debt issuance costs	—			(1,349		)
Dividends paid to common shareholders	(59,890		)	(49,672		)
Dividends paid to preferred shareholders	(6,687		)	(7,917		)
Exercise of stock options	2,562			1,739
Excess tax benefits from stock-based compensation	2,131			1,068
Common stock issued	—			436
Common stock repurchased	(12,564		)	(10,741		)
Shares acquired related to employee share-based compensation plans	(4,316		)	(2,218		)
Common stock warrants repurchased	(23		)	—
Net cash (used for) provided by financing activities	(93,166		)	767,320
Net decrease in cash and due from banks	(9,646		)	(16,488		)
Cash and due from banks at beginning of period	261,544			223,616
Cash and due from banks at end of period	$	251,898		$	207,128
Supplemental disclosure of cash flow information:
Interest paid	$	73,283		$	69,737
Income taxes paid	79,564			82,155
Noncash investing and financing activities:
Transfer of loans and leases to foreclosed properties and repossessed assets	$	6,582		$	3,289
Transfer of loans from portfolio to loans-held-for-sale	186			—
Deposits assumed in business acquisition	1,446,899			—
Preferred stock conversion	28,939			—

See accompanying Notes to Condensed Consolidated Financial Statements.

6

Note 1: Summary of Significant Accounting Policies

Nature of Operations

Webster Financial Corporation (collectively, with its consolidated subsidiaries, “Webster” or the “Company”) is a bank holding company and financial holding company under the Bank Holding Company Act of 1956, as amended, incorporated under the laws of Delaware in 1986 and headquartered in Waterbury, Connecticut. At September 30, 2015, Webster Financial Corporation's principal asset is all of the outstanding capital stock of Webster Bank, National Association ("Webster Bank").

Webster, through Webster Bank and various non-banking financial services subsidiaries, delivers financial services to individuals, families, and businesses primarily from New York to Massachusetts. Webster provides business and consumer banking, mortgage lending, financial planning, trust, and investment services through banking offices, ATMs, telephone banking, mobile banking, and its internet website (www.websterbank.com). Webster also offers equipment financing, commercial real estate lending, and asset-based lending primarily across the Northeast. On a nationwide basis, through its HSA Bank division, Webster Bank offers and administers health savings accounts, flexible spending accounts, health reimbursement accounts, and commuter benefits.

Basis of Presentation

The accounting and reporting policies of the Company that materially affect its financial statements conform with U.S. Generally Accepted Accounting Principles ("GAAP"). The accompanying unaudited Condensed Consolidated Financial Statements of the Company have been prepared in conformity with the instructions for Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, they do not include all the information and notes required by GAAP for complete financial statements and should be read in conjunction with the Company's Consolidated Financial Statements, and notes thereto, for the year ended December 31, 2014, included in the Company's Annual Report on Form 10-K filed with the SEC on February 27, 2015.

The preparation of financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the amounts of assets and liabilities as of the date of the financial statements as well as income and expense during the period. Actual results could differ from those estimates. Operating results for the interim periods disclosed herein are not necessarily indicative of the results that may be expected for the full year or any future period.

Certain prior period amounts have been reclassified to conform to the current year's presentation. These reclassifications had an immaterial effect on net income, comprehensive income, total assets, total liabilities, total shareholders' equity, net cash provided by operating activities, net cash used for investing activities, and net cash provided by financing activities.

Acquisition

On January 13, 2015 (the "acquisition date”), Webster Bank completed its acquisition of the health savings account business of JPMorgan Chase Bank, N.A. The results of the acquisition have been included in the financial statements from the acquisition date. See Note 2: Acquisition for further information.

Modifications to Significant Accounting Policies

Non-accrual loans. Effective during the first quarter of 2015, residential loans that are more than 90 days past due, fully insured against loss, and in the process of collection, remain accruing loans and are reported as 90 days or more past due and accruing. Previously, these loans were placed on non-accrual when payments were 90 days or more past due. For presentation purposes, previously reported amounts have been reclassified to conform to the current year presentation. The change in accounting policy did not have a material impact on the financial statements.

Other intangible assets. Other intangible assets with finite useful lives are amortized to non-interest expense over their estimated useful lives. Effective during the first quarter of 2015, core deposit intangibles resulting from the health savings account acquisition are amortized on an accelerated basis over their estimated useful lives. Core deposit intangibles existing prior to the health savings account acquisition will continue to be amortized on a straight line basis over their remaining estimated useful lives. Intangible assets relating to customer relationships are amortized on a straight line basis over their estimated useful lives.

Recently Adopted Accounting Standards Updates

ASU No. 2014-01 - Investments - Equity Method and Joint Ventures (Topic 323) - "Accounting for Investments in Qualified Affordable Housing Projects (a consensus of the FASB Emerging Issues Task Force)." The Update requires an entity to disclose information about its investments in qualified affordable housing projects and provides an accounting policy election for it to account for such investments using the proportional amortization method. Under that method, the initial cost of an investment is amortized in proportion to its tax credits and other tax benefits as a component of income tax expense or benefit. The decision to apply the proportionate amortization method is to be applied consistently to all such investments. The Company adopted this Update effective January 1, 2015 and retrospectively applied the effects of its accounting policy decision to use the proportional amortization method, as Webster believes presenting the investment performance net of taxes as a component of income tax expense or benefit better represents the economics of such investments. The change had no material effect on the Company's financial statements.

7

ASU No. 2014-04, Receivables - Troubled Debt Restructurings by Creditors (Subtopic 310-40) - "Reclassification of Residential Real Estate Collateralized Consumer Mortgage Loans upon Foreclosure (a consensus of the FASB Emerging Issues Task Force)." The Update clarifies that an in substance repossession or foreclosure occurs, and a creditor is considered to have received physical possession of residential real estate property collateralizing a consumer mortgage loan, upon either (i) the creditor obtaining legal title to the residential real estate property upon completion of a foreclosure or (ii) the borrower conveying all interest in the residential real estate property to the creditor to satisfy that loan through completion of a deed in lieu of foreclosure or through a similar agreement. In addition, the Update requires disclosure of both the amount of foreclosed residential real estate property held by the creditor and the recorded investment in consumer mortgage loans collateralized by residential real estate property that are in the process of foreclosure in accordance with local requirements of the applicable jurisdiction. The Update was adopted during the first quarter of 2015, by prospective transition, and did not have a material impact on the Company's financial statements.

ASU No. 2014-11 - Transfers and Servicing (Topic 860) - “Repurchase-to-Maturity Transactions, Repurchase Financings, and Disclosures.” TheUpdate requires two accounting changes: (i) repurchase-to-maturity transactions are to be accounted for as secured borrowings; and (ii) with respect to repurchase financing arrangements, accounting is required for a transfer of a financial asset contemporaneously with a repurchase agreement with the same counterparty, which will result in secured borrowing accounting for the repurchase agreement. Additionally, disclosure requirements have been expanded to include a disaggregation of collateral used for secured borrowings, and contractual maturity disclosure has been expanded to interim periods. The Update was adopted during the first quarter of 2015 and did not have a material impact on the Company's financial statements.

ASU No. 2014-14, Receivables-Troubled Debt Restructurings by Creditors (Subtopic 310-40) - "Classification of Certain Government-Guaranteed Residential Mortgage Loans upon Foreclosure (a consensus of the FASB Emerging Issues Task Force)." The Update has been issued to reduce diversity in practice in the classification of foreclosed residential mortgage loans held by creditors that are fully guaranteed under certain government programs, including the Federal Housing Administration guarantees. A residential mortgage loan would be derecognized, and a separate other receivable would be recognized upon foreclosure if the loan has both of the following characteristics: (i) the loan has a government guarantee that is not separable from the loan before foreclosure entitling the creditor to the full unpaid principal balance of the loan; and (ii) at the time of foreclosure, the creditor has the intent to make a claim on the guarantee and the ability to recover the full unpaid principal balance of the loan through the guarantee. Notably, upon foreclosure, the separate other receivable would be measured based on the current amount of the loan balance expected to be recovered under the guarantee. The Update was adopted during the first quarter of 2015 and did not have a material impact on the Company's financial statements.

Recently Issued Accounting Standards Updates

ASU No. 2014-09 - Revenue from Contracts with Customers (Topic 606). The Update establishes a single comprehensive model for an entity to recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled, and will supersede nearly all existing revenue recognition guidance, and clarify and converge revenue recognition principles under US GAAP and IFRS. The update outlines five steps to recognizing revenue: (i) identify the contracts with the customer; (ii) identify the separate performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the separate performance obligations; and (v) recognize revenue when each performance obligation is satisfied. The update requires more comprehensive disclosures, relating to quantitative and qualitative information for amounts, timing, the nature and uncertainty of revenue, and cash flows arising from contracts with customers, which will mainly impact construction and high-tech industries. The most significant potential impact to banking entities relates to less prescriptive derecognition requirements on the sale of owned real estate properties. An entity may elect either a full retrospective or a modified retrospective application. ASU No. 2015-14 - Revenue from Contracts with Customers (Topic 606), defers the effective date of Update No. 2014-09 for all entities by one year. The Company will apply the guidance in Update 2014-09 to annual and interim periods beginning after December 15, 2017. The Company intends to adopt the Update during the first quarter of 2018. Adoption is not anticipated to have a material impact on the Company's financial statements.

ASU No. 2015-02 - Consolidation (Topic 810) - "Amendments to the Consolidation Analysis." The Update affects limited partnerships and similar legal entities, the evaluation of fees paid to a decision maker or a service provider as a variable interest, the effect of fee arrangements and related parties on the primary beneficiary determination, and certain investment funds. The Company intends to adopt the Update during the first quarter of 2016. Adoption is not anticipated to have a material impact on the Company's financial statements.

ASU No. 2015-03 - Interest - Imputation of Interest (Subtopic 835-30) - "Simplifying the Presentation of Debt Issuance Costs." The Update simplifies the presentation of debt issuance costs, by requiring that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. The recognition and measurement guidance for debt issuance costs are not affected by the amendments in this Update. An entity should apply the Update on a retrospective basis. The Company intends to adopt the Update during the first quarter of 2016. Adoption is not anticipated to have a material impact on the Company's financial statements.

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ASU No. 2015-07 - Fair Value Measurement (Topic 820) - "Disclosures for Investments in Certain Entities That Calculate Net Asset Value per Share (or its Equivalent) (a consensus of the FASB Emerging Issues Task Force)." The Update removes the requirement to categorize within the fair value hierarchy all investments for which fair value is measured using the net asset value per share practical expedient. The Update also removes the requirement to make certain disclosures for all investments that are eligible to be measured at fair value using the net asset value per share practical expedient. Rather, those disclosures are limited to investments for which the entity has elected to measure the fair value using that practical expedient. An entity should apply the Update on a retrospective basis. The Company intends to adopt the Update during the first quarter of 2016. Adoption is not anticipated to have a material impact on the Company's financial statements.

ASU No. 2015-12 - Plan Accounting-Defined Benefit Pension Plans (Topic 960), Defined Contribution Pension Plans (Topic 962), Health and Welfare Benefit Plans (Topic 965) - "(Part I) Fully Benefit-Responsive Investment Contracts, (Part II) Plan Investment Disclosures, (Part III) Measurement Date Practical Expedient (consensuses of the Emerging Issues Task Force)." The Update has been issued to (I) designate contract value as the only required measure for fully benefit-responsive investment contracts; (II) simplify and make more effective the investment disclosure requirements under Topic 820 and Topics 960, 962, and 965 for employee benefit plans; and (III) provide a similar measurement date practical expedient for employee benefit plans. The Company intends to adopt the Update during the first quarter of 2016. Adoption is not anticipated to have a material impact on the Company's financial statements.

ASU No. 2015-15 - Interest-Imputation of Interest (Subtopic 835-30) - "Presentation and Subsequent Measurement of Debt Issuance Costs Associated with Line-of-Credit Arrangements - Amendments to SEC Paragraphs Pursuant to Staff Announcement at June 18, 2015 EITF Meeting  (SEC Update)." - The Update amends ASC Subtopic 835-30 to address debt issuance costs associated with line-of-credit arrangements. ASU No. 2015-03, which requires entities to present debt issuance costs, related to a recognized debt liability as a direct deduction from the carrying amount of that debt liability, did not address presentation or subsequent measurement of debt issuance costs related to line-of-credit arrangements. The Update permits an entity to defer and present debt issuance costs as an asset and subsequently amortizing the deferred debt issuance costs ratably over the term of the line-of-credit arrangement, regardless of whether there are any outstanding borrowings on the line-of-credit arrangement. The Company intends to adopt the Update during the first quarter of 2016. Adoption is not anticipated to have a material impact on the Company's financial statements.

ASU No. 2015-16 - Business Combinations (Topic 805) - "Simplifying the Accounting for Measurement - Period Adjustments." The Update simplifies the accounting for adjustments made to provisional amounts recognized in a business combination. First, the Update requires that the acquirer recognize adjustments to provisional amounts that are identified during the measurement period in the reporting period in which the adjustment amount is determined. The acquirer also should record, in the same period’s financial statements, the effect on earnings of changes in depreciation, amortization, or other income effects, if any, as a result of the change to the provisional amounts, calculated as if the accounting had been completed at the acquisition date. Second, the Update should be applied prospectively to adjustments to provisional amounts that are identified after December 15, 2015 and that are within the measurement period. Upon transition, an entity would be required to disclose the nature of, and reason for, the change in accounting principle. An entity would provide that disclosure in the first annual period of adoption and in the interim periods within the first annual period. The Company intends to adopt the Update during the first quarter of 2016. Adoption is not anticipated to have a material impact on the Company's financial statements.

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Note 2: Acquisition

On January 13, 2015, Webster Bank completed its acquisition of the health savings account business of JPMorgan Chase Bank, N.A. As a result of the acquisition, the Company became the leading administrator of health savings accounts on a nationwide basis. The acquisition significantly augments a source of stable, low cost, long duration deposits.

The acquisition date fair value of the net consideration transferred consisted of the following:

(In thousands)	At January 13, 2015
Cash	$	50,485
Contingent consideration (1)	(5,000		)
Total net consideration transferred	$	45,485

(1) The contingent consideration arrangement entitles the Company to receive a rebate of the premium paid for account attrition that occurs during the eighteen-month period beginning on January 13, 2015, the closing date of the transaction.

The following table summarizes the estimated fair values of the assets acquired and liabilities assumed at the acquisition date:

(In thousands)	At January 13, 2015
Cash	$	1,446,898
Intangible assets	43,000
Total identifiable assets acquired	$	1,489,898
Deposits	$	1,446,899
Contingent liability	6,000
Total liabilities assumed	$	1,452,899
Net identifiable assets acquired	$	36,999
Goodwill	8,486
Net assets acquired	$	45,485

The fair value of the acquired identifiable intangible assets includes core deposit intangibles and customer relationships. The Company is in the process of completing its analysis of fair value of the assets acquired and liabilities assumed; thus, the measurements of identifiable intangible assets, goodwill, and contingencies are subject to change. Refer to Note 6: Goodwill and Other Intangible Assets for additional information relating to the initial amounts of goodwill and other intangible assets recognized.

The contingent liability represents an obligation that existed at the acquisition date. Accordingly, Webster assumed the liability as part of the transaction and has accounted for it at fair value.

Refer to Note 15: Fair Value Measurements for additional information on the contingent liability and contingent consideration recorded.

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Note 3: Investment Securities

Summaries of the amortized cost and fair value of investment securities are presented below:

	At September 30, 2015									At December 31, 2014
(In thousands)	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses			Fair Value		Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses			Fair Value
Available-for-sale:
U.S. Treasury Bills	$	675	$	—	$	—		$	675	$	525	$	—	$	—		$	525
Agency collateralized mortgage obligations (“agency CMO”)	552,403		9,274		(1,177		)	560,500		543,417		8,636		(1,065		)	550,988
Agency mortgage-backed securities (“agency MBS”)	1,121,513		9,215		(10,217		)	1,120,511		1,030,724		10,462		(12,668		)	1,028,518
Agency commercial mortgage-backed securities (“agency CMBS”)	151,384		2,095		—			153,479		80,400		—		(134		)	80,266
Non-agency commercial mortgage-backed securities agency (“non-agency CMBS”)	601,570		11,407		(1,152		)	611,825		534,631		18,885		(123		)	553,393
Collateralized loan obligations ("CLO")	421,592		745		(2,689		)	419,648		426,269		482		(1,017		)	425,734
Single issuer trust preferred securities	42,116		—		(4,333		)	37,783		41,981		—		(3,736		)	38,245
Corporate debt securities	104,661		3,249		—			107,910		106,520		3,781		—			110,301
Equity securities - financial institutions	3,499		—		(413		)	3,086		3,500		2,403		—			5,903
Securities available-for-sale	$	2,999,413	$	35,985	$	(19,981	)	$	3,015,417	$	2,767,967	$	44,649	$	(18,743	)	$	2,793,873
Held-to-maturity:
Agency CMO	$	400,641	$	6,885	$	(639	)	$	406,887	$	442,129	$	6,584	$	(739	)	$	447,974
Agency MBS	2,094,328		46,172		(10,805		)	2,129,695		2,134,319		57,196		(11,340		)	2,180,175
Agency CMBS	691,638		13,274		—			704,912		578,687		1,597		(1,143		)	579,141
Municipal bonds and notes	399,314		10,474		(1,627		)	408,161		373,211		15,138		(55		)	388,294
Non-agency CMBS	361,399		8,866		(317		)	369,948		338,723		9,428		(1,015		)	347,136
Private Label MBS	3,888		55		—			3,943		5,886		100		—			5,986
Securities held-to-maturity	$	3,951,208	$	85,726	$	(13,388	)	$	4,023,546	$	3,872,955	$	90,043	$	(14,292	)	$	3,948,706

Other-Than-Temporary Impairment ("OTTI")

The balance of OTTI, included in the amortized cost columns above, is related to certain CLO securities that are considered Covered Funds as defined by Section 619 of the Dodd-Frank Act, which continue to decline due to CLO deal refinancing and modifications.

To the extent that changes occur in interest rates, credit movements, and other factors that influence the fair value of its investment securities, the Company may be required to record impairment charges for OTTI in future periods.

The following table presents the changes in OTTI:

	Three months ended September 30,					Nine months ended September 30,
(In thousands)	2015		2014			2015			2014
Balance of OTTI, beginning of period	$	3,178	$	9,738		$	3,696		$	16,633
Reduction for securities sold or called	—		(7,026		)	(518		)	(14,082		)
Additions for OTTI not previously recognized	82		85			82			246
Balance of OTTI, end of period	$	3,260	$	2,797		$	3,260		$	2,797

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Gross Unrealized Losses and Fair Value

The following tables provide information on the gross unrealized losses and fair value of investment securities with unrealized losses that are not deemed to be other-than-temporarily impaired, aggregated by investment security type and length of time that individual investment securities have been in a continuous unrealized loss position:

	At September 30, 2015
	Less Than Twelve Months					Twelve Months or Longer					Total
(Dollars in thousands)	Fair Value		Unrealized Losses			Fair Value		Unrealized Losses			# of Holdings	Fair Value		Unrealized Losses
Available-for-sale:
Agency CMO	$	105,064	$	(692	)	$	28,283	$	(485	)	7	$	133,347	$	(1,177	)
Agency MBS	374,981		(2,285		)	370,303		(7,932		)	73	745,284		(10,217		)
Agency CMBS	—		—			—		—			—	—		—
Non-agency CMBS	166,633		(1,114		)	9,362		(38		)	23	175,995		(1,152		)
CLO	208,007		(2,689		)	—		—			11	208,007		(2,689		)
Single issuer trust preferred securities	4,025		(183		)	33,758		(4,150		)	8	37,783		(4,333		)
Equity securities - financial institutions	3,086		(413		)	—		—			1	3,086		(413		)
Total available-for-sale in an unrealized loss position	$	861,796	$	(7,376	)	$	441,706	$	(12,605	)	123	$	1,303,502	$	(19,981	)
Held-to-maturity:
Agency CMO	$	38,996	$	(290	)	$	21,655	$	(349	)	4	$	60,651	$	(639	)
Agency MBS	346,578		(2,800		)	487,316		(8,005		)	61	833,894		(10,805		)
Agency CMBS	—		—			—		—			—	—		—
Municipal bonds and notes	64,081		(1,601		)	3,360		(26		)	58	67,441		(1,627		)
Non-agency CMBS	49,511		(183		)	30,757		(134		)	7	80,268		(317		)
Total held-to-maturity in an unrealized loss position	$	499,166	$	(4,874	)	$	543,088	$	(8,514	)	130	$	1,042,254	$	(13,388	)

	At December 31, 2014
	Less Than Twelve Months					Twelve Months or Longer					Total
(Dollars in thousands)	Fair Value		Unrealized Losses			Fair Value		Unrealized Losses			# of Holdings	Fair Value		Unrealized Losses
Available-for-sale:
Agency CMO	$	47,217	$	(240	)	$	35,968	$	(825	)	8	$	83,185	$	(1,065	)
Agency MBS	3,691		(18		)	641,355		(12,650		)	64	645,046		(12,668		)
Agency CMBS	80,266		(134		)	—		—			4	80,266		(134		)
Non-agency CMBS	24,932		(117		)	9,396		(6		)	4	34,328		(123		)
CLO	99,221		(1,017		)	—		—			6	99,221		(1,017		)
Single issuer trust preferred securities	4,150		(36		)	34,095		(3,700		)	8	38,245		(3,736		)
Equity securities - financial institutions	$	—	$	—		$	—	$	—		—	$	—	$	—
Total available-for-sale in an unrealized loss position	$	259,477	$	(1,562	)	$	720,814	$	(17,181	)	94	$	980,291	$	(18,743	)
Held-to-maturity:
Agency CMO	$	52,172	$	(187	)	$	24,942	$	(552	)	6	$	77,114	$	(739	)
Agency MBS	20,791		(86		)	608,568		(11,254		)	44	629,359		(11,340		)
Agency CMBS	324,394		(1,143		)	—		—			17	324,394		(1,143		)
Municipal bonds and notes	5,341		(23		)	3,074		(32		)	15	8,415		(55		)
Non-agency CMBS	13,003		(30		)	65,913		(985		)	7	78,916		(1,015		)
Total held-to-maturity in an unrealized loss position	$	415,701	$	(1,469	)	$	702,497	$	(12,823	)	89	$	1,118,198	$	(14,292	)

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The following discussions by investment security type, summarize the basis for evaluating if investment securities within the Company’s available-for-sale and held-to-maturity portfolios were other-than-temporarily impaired at September 30, 2015. Unless otherwise noted for an investment security type, management does not intend to sell these investments and has determined, based upon available evidence, that it is more likely than not that the Company will not be required to sell these securities before the recovery of their amortized cost.

Available-for-Sale Impairment Analysis

Agency CMO. There were unrealized losses of $1.2 million on the Company’s investment in agency CMO at September 30, 2015 compared to $1.1 million at December 31, 2014. Unrealized losses were essentially flat at September 30, 2015 compared to December 31, 2014. The contractual cash flows for these investments are performing as expected, and there has been no change in the underlying credit quality. The Company does not consider these securities to be other-than-temporarily impaired at September 30, 2015.

Agency MBS. There were unrealized losses of $10.2 million on the Company’s investment in agency MBS at September 30, 2015 compared to $12.7 million at December 31, 2014. Unrealized losses decreased due to lower market rates which resulted in higher security prices at September 30, 2015 compared to December 31, 2014. These investments are issued by a government or a government-sponsored agency and, therefore, are backed by certain government guarantees, either direct or indirect. There has been no change in the credit quality, and the contractual cash flows are performing as expected. The Company does not consider these securities to be other-than-temporarily impaired at September 30, 2015.

Non Agency CMBS. There were unrealized losses of $1.2 million on the Company’s investment in non-agency CMBS at September 30, 2015 compared to $0.1 million at December 31, 2014. The composition of non-agency CMBS in the available-for-sale portfolio experienced increased market spreads which resulted in greater unrealized losses at September 30, 2015 compared to December 31, 2014. Internal and external metrics are considered when evaluating potential other-than temporary impairment. Internal stress tests are performed on individual bonds to monitor potential losses under stress scenarios. The contractual cash flows for these investments are performing as expected. The Company does not consider these securities to be other-than-temporarily impaired at September 30, 2015.

CLO. There were unrealized losses of $2.7 million on the Company's investments in CLO at September 30, 2015 compared to $1.0 million at December 31, 2014. Unrealized losses increased due to higher market spreads for the asset class which resulted in lower security prices at September 30, 2015 compared to December 31, 2014. The Company does not consider these securities to be other-than-temporarily impaired at September 30, 2015.

Single issuer trust preferred securities. There were unrealized losses of $4.3 million on the Company's investment in single issuer trust preferred securities at September 30, 2015 compared to $3.7 million at December 31, 2014. Unrealized losses increased due to higher market spreads for the asset class which resulted in lower security prices at September 30, 2015 compared to December 31, 2014. The single issuer portfolio consists of four investments issued by three large capitalization money center financial institutions, which continue to service the debt. The Company does not consider these securities to be other-than-temporarily impaired at September 30, 2015.

Held-to-Maturity Impairment Analysis

Agency CMO. There were unrealized losses of $0.6 million on the Company’s investment in agency CMO at September 30, 2015 compared to $0.7 million at December 31, 2014. Unrealized losses were essentially flat at September 30, 2015 compared to December 31, 2014. The contractual cash flows for these investments are performing as expected, and there has been no change in the underlying credit quality. The Company does not consider these securities to be other-than-temporarily impaired at September 30, 2015.

Agency MBS. There were unrealized losses of $10.8 million on the Company’s investment in agency MBS at September 30, 2015 compared to $11.3 million at December 31, 2014. Unrealized losses decreased due to lower market rates which resulted in higher security prices at September 30, 2015 compared to December 31, 2014. These investments are issued by a government or a government-sponsored agency and, therefore, are backed by certain government guarantees, either direct or indirect. There has been no change in the credit quality, and the contractual cash flows are performing as expected. The Company does not consider these securities to be other-than-temporarily impaired at September 30, 2015.

Municipal bonds and notes. There were unrealized losses of $1.6 million on the Company’s investment in municipal bonds and notes at September 30, 2015 compared to $0.1 million at December 31, 2014. Unrealized losses increased due to higher market spreads on recently purchased securities which resulted in lower security prices. The Company does not consider these securities to be other-than-temporarily impaired at September 30, 2015.

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Non-agency CMBS. There were unrealized losses of $0.3 million on the Company’s investment in non-agency CMBS at September 30, 2015 compared to $1.0 million unrealized losses at December 31, 2014. Unrealized losses decreased due to lower market rates which resulted in higher security prices at September 30, 2015 compared to December 31, 2014. Internal and external metrics are considered when evaluating potential other-than temporary impairment. Internal stress tests are performed on individual bonds to monitor potential losses under stress scenarios. The contractual cash flows for these investments are performing as expected. The Company does not consider these securities to be other-than-temporarily impaired at September 30, 2015.

Sales of Available-for Sale Securities

The following table provides information on sales of available-for-sale securities:

	Three months ended September 30,					Nine months ended September 30,
(In thousands)	2015		2014			2015		2014
Proceeds from sales	$	2,500	$	41,691		$	37,465	$	63,386
Gross realized gains on sales	$	—	$	1,812		$	529	$	6,148
Gross realized losses on sales	—		(1,770		)	—		(1,770		)
Gain on sale of investment securities, net	$	—	$	42		$	529	$	4,378

Contractual Maturities

The amortized cost and fair value of debt securities at September 30, 2015, by contractual maturity, are set forth below:

	Available-for-Sale				Held-to-Maturity
(In thousands)	Amortized Cost		Fair Value		Amortized Cost		Fair Value
Due in one year or less	$	5,690	$	5,719	$	320	$	325
Due after one year through five years	129,662		132,666		37,407		38,597
Due after five through ten years	429,814		429,663		56,901		58,852
Due after ten years	2,430,748		2,444,283		3,856,580		3,925,772
Total debt securities	$	2,995,914	$	3,012,331	$	3,951,208	$	4,023,546

For the maturity schedule above, mortgage-backed securities and collateralized loan obligations, which are not due at a single maturity date, have been categorized based on the maturity date of the underlying collateral. Actual principal cash flows may differ from this maturity date presentation because borrowers have the right to prepay obligations with or without prepayment penalties. At September 30, 2015, the Company had a carrying value of $946.1 million in callable securities in its CMBS, CLO, and municipal bond portfolios. The Company considers these factors in the evaluation of its interest rate risk profile. These maturities do not reflect actual duration which is impacted by prepayments.

Securities with a carrying value totaling $2.9 billion at September 30, 2015 and December 31, 2014 were pledged to secure public funds, trust deposits, repurchase agreements, and for other purposes, as required or permitted by law. At September 30, 2015 and December 31, 2014, the Company had no investments in obligations of individual states, counties, or municipalities which exceeded 10% of consolidated shareholders’ equity.

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Note 4: Loans and Leases

Recorded Investment in Loans and Leases

The following tables summarize the recorded investment in loans and leases:

	At September 30, 2015
(In thousands)	Residential		Consumer		Commercial		Commercial Real Estate (1)		Equipment Financing		Total (2)
Recorded Investment:
Individually evaluated for impairment	$	135,947	$	49,280	$	54,759	$	42,404	$	102	$	282,492
Collectively evaluated for impairment	3,891,845		2,609,689		4,098,768		3,823,287		552,748		14,976,337
Recorded investment in loans and leases	4,027,792		2,658,969		4,153,527		3,865,691		552,850		15,258,829
Less: Accrued interest	11,953		8,267		13,548		8,536		—		42,304
Loans and leases	$	4,015,839	$	2,650,702	$	4,139,979	$	3,857,155	$	552,850	$	15,216,525

	At December 31, 2014
(In thousands)	Residential		Consumer		Commercial		Commercial Real Estate (1)		Equipment Financing		Total (2)
Recorded Investment:
Individually evaluated for impairment	$	142,435	$	50,374	$	36,454	$	103,045	$	632	$	332,940
Collectively evaluated for impairment	3,377,196		2,507,060		3,723,991		3,460,116		537,119		13,605,482
Recorded investment in loans and leases	3,519,631		2,557,434		3,760,445		3,563,161		537,751		13,938,422
Less: Accrued interest	10,456		8,033		11,175		8,733		—		38,397
Loans and leases	$	3,509,175	$	2,549,401	$	3,749,270	$	3,554,428	$	537,751	$	13,900,025

(1) Includes certain loans individually evaluated for impairment under the Company's loan policy that were deemed not to be impaired at both September 30, 2015 and December 31, 2014.

(2) Loans and leases include net deferred fees and net premiums and discounts of $17.8 million and $10.6 million at September 30, 2015 and December 31, 2014, respectively.

At September 30, 2015, the Company had pledged $6.1 billion of eligible loan collateral to support borrowing capacity at the Federal Home Loan Bank of Boston and the Federal Reserve Bank of Boston.

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Loans and Leases Portfolio Aging

The following tables summarize the aging of the recorded investment in loans and leases:

	At September 30, 2015
(In thousands)	30-59 Days Past Due and Accruing		60-89 Days Past Due and Accruing		90 or More Days Past Due and Accruing		Non-accrual		Total Past Due and Non-accrual		Current		Recorded Investment in Loans and Leases
Residential	$	12,229	$	3,181	$	2,335	$	57,723	$	75,468	$	3,952,324	$	4,027,792
Consumer:
Home equity	11,688		3,821		—		36,415		51,924		2,395,753		2,447,677
Other consumer	978		578		—		582		2,138		209,154		211,292
Commercial:
Commercial non-mortgage	3,822		633		—		40,114		44,569		3,390,905		3,435,474
Asset-based	—		—		—		—		—		718,053		718,053
Commercial real estate:
Commercial real estate	798		1,223		—		20,372		22,393		3,549,047		3,571,440
Commercial construction	—		—		—		3,473		3,473		290,778		294,251
Equipment financing	593		146		—		403		1,142		551,708		552,850
Total	$	30,108	$	9,582	$	2,335	$	159,082	$	201,107	$	15,057,722	$	15,258,829

	At December 31, 2014
(In thousands)	30-59 Days Past Due and Accruing		60-89 Days Past Due and Accruing		90 or More Days Past Due and Accruing		Non-accrual		Total Past Due and Non-accrual		Current		Recorded Investment in Loans and Leases
Residential (1)	$	11,521	$	5,931	$	2,039	$	64,117	$	83,608	$	3,436,023	$	3,519,631
Consumer:
Home equity	11,516		5,161		—		40,025		56,702		2,424,584		2,481,286
Other consumer	720		425		—		281		1,426		74,722		76,148
Commercial:
Commercial non-mortgage	1,971		156		50		6,449		8,626		3,088,656		3,097,282
Asset-based	—		—		—		—		—		663,163		663,163
Commercial real estate:
Commercial real estate	2,348		397		—		15,038		17,783		3,310,765		3,328,548
Commercial construction	—		—		—		3,659		3,659		230,954		234,613
Equipment financing	551		150		—		578		1,279		536,472		537,751
Total	$	28,627	$	12,220	$	2,089	$	130,147	$	173,083	$	13,765,339	$	13,938,422

(1) U.S. Government guaranteed loans of approximately $2.0 million were reclassified from non-accrual to over 90 days past due and accruing reflective of a policy change effective in the first quarter of 2015. See Note 1: Summary of Significant Accounting Policies.

Interest on non-accrual loans and leases that would have been recorded as additional interest income for the three and nine months ended September 30, 2015 and 2014, had the loans and leases been current in accordance with their original terms, totaled $2.6 million and $6.3 million and $3.0 million and $7.6 million, respectively.

16

Allowance for Loan and Lease Losses

The following tables summarize the allowance for loan and lease losses:

	At or for the three months ended September 30, 2015
(In thousands)	Residential			Consumer			Commercial			Commercial Real Estate			Equipment Financing			Total
Allowance for loan and lease losses:
Balance, beginning of period	$	24,463		$	40,807		$	66,241		$	30,768		$	5,581		$	167,860
Provision (benefit) charged to expense	1,150			6,864			3,089			1,961			(64		)	13,000
Charge-offs	(1,588		)	(4,831		)	(2,204		)	(1,346		)	—			(9,969		)
Recoveries	281			1,004			715			69			32			2,101
Balance, end of period	$	24,306		$	43,844		$	67,841		$	31,452		$	5,549		$	172,992
Individually evaluated for impairment	$	10,773		$	3,540		$	11,478		$	4,527		$	5		$	30,323
Collectively evaluated for impairment	$	13,533		$	40,304		$	56,363		$	26,925		$	5,544		$	142,669

	At or for the three months ended September 30, 2014
(In thousands)	Residential			Consumer			Commercial			Commercial Real Estate			Equipment Financing			Total
Allowance for loan and lease losses:
Balance, beginning of period	$	21,178		$	35,902		$	55,074		$	36,790		$	5,924		$	154,868
Provision (benefit) charged to expense	1,883			5,255			1,951			69			342			9,500
Charge-offs	(1,870		)	(6,329		)	(2,738		)	(139		)	(491		)	(11,567		)
Recoveries	261			1,947			1,017			120			336			3,681
Balance, end of period	$	21,452		$	36,775		$	55,304		$	36,840		$	6,111		$	156,482
Individually evaluated for impairment	$	11,501		$	4,165		$	1,717		$	3,818		$	29		$	21,230
Collectively evaluated for impairment	$	9,951		$	32,610		$	53,587		$	33,022		$	6,082		$	135,252

	At or for the nine months ended September 30, 2015
(In thousands)	Residential			Consumer			Commercial			Commercial Real Estate			Equipment Financing			Total
Allowance for loan and lease losses:
Balance, beginning of period	$	25,452		$	43,518		$	52,114		$	32,102		$	6,078		$	159,264
Provision (benefit) charged to expense	3,100			10,091			18,468			4,617			(776		)	35,500
Charge-offs	(5,004		)	(12,980		)	(5,000		)	(5,590		)	(30		)	(28,604		)
Recoveries	758			3,215			2,259			323			277			6,832
Balance, end of period	$	24,306		$	43,844		$	67,841		$	31,452		$	5,549		$	172,992
Individually evaluated for impairment	$	10,773		$	3,540		$	11,478		$	4,527		$	5		$	30,323
Collectively evaluated for impairment	$	13,533		$	40,304		$	56,363		$	26,925		$	5,544		$	142,669

	At or for the nine months ended September 30, 2014
(In thousands)	Residential			Consumer			Commercial			Commercial Real Estate			Equipment Financing			Total
Allowance for loan and lease losses:
Balance, beginning of period	$	23,027		$	41,951		$	51,001		$	32,408		$	4,186		$	152,573
Provision (benefit) charged to expense	2,265			7,063			10,763			6,755			904			27,750
Charge-offs	(4,868		)	(16,501		)	(9,571		)	(2,991		)	(511		)	(34,442		)
Recoveries	1,028			4,262			3,111			668			1,532			10,601
Balance, end of period	$	21,452		$	36,775		$	55,304		$	36,840		$	6,111		$	156,482
Individually evaluated for impairment	$	11,501		$	4,165		$	1,717		$	3,818		$	29		$	21,230
Collectively evaluated for impairment	$	9,951		$	32,610		$	53,587		$	33,022		$	6,082		$	135,252