8-K

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): October 19, 2005

WEBSTER FINANCIAL CORPORATION

(Exact name of registrant as specified in its charter)

Delaware	001-31486	06-1187536
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

Webster Plaza, Waterbury, Connecticut 06702

(Address of principal executive offices)

Registrant’s telephone number, including area code: (203) 465-4364

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

TABLE OF CONTENTS

	Item 2.02. Results of Operations and Financial Condition
	Item 9.01. Financial Statements and Exhibits
SIGNATURES
EXHIBIT INDEX
EX-99.1: PRESS RELEASE

Item 2.02. Results of Operations and Financial Condition

On October 19, 2005, Webster Financial Corporation issued a press release describing its results of operations for the fiscal quarter ending September 30, 2005. That press release is attached hereto as Exhibit 99.1.

Item 9.01. Financial Statements and Exhibits

(a)	Not applicable.
(b)	Not applicable.
(c)	Exhibits.

Exhibit
No.	Description
99.1	Press release dated October 19, 2005.

SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

WEBSTER FINANCIAL CORPORATION
(Registrant)
 

/s/ William J. Healy  

William J. Healy 

Executive Vice President and
Chief Financial Officer 

Date: October 19, 2005

EXHIBIT INDEX

Exhibit
No.	Description
99.1	Press release dated October 19, 2005

EX-99.1

EXHIBIT 99.1

Media Contact	Investor Contact
Clark Finley 203-578-2287	Terry Mangan 203-578-2318
cfinley@websterbank.com	tmangan@websterbank.com

WEBSTER REPORTS QUARTERLY EARNINGS PER SHARE OF $.86 WITH
CONTINUED STRONG INCREASES IN DEPOSITS AND COMMERCIAL LOANS

WATERBURY, Conn., October 19, 2005 — Webster Financial Corporation (NYSE: WBS), the holding company for Webster Bank, N.A., today announced net income of $46.6 million in the third quarter compared to $49.4 million in the year-ago quarter. Net income per diluted share was $.86 compared to $.92 a year ago. For the first nine months of 2005, net income was $140.4 million compared to $137.5 million a year ago. Net income per share was $2.59 and $2.73 in the respective periods. Average diluted shares outstanding are higher in 2005 as a result of shares issued in connection with the acquisition of FIRSTFED AMERICA BANCORP, INC. on May 14, 2004.

Cash net income, which adds stock-based compensation and intangible amortization expenses back to net income, was $51.3 million compared to $53.8 million in the year-ago quarter. Cash net income per share was $.95 in the third quarter compared to $1.00 a year ago. For the first nine months of 2005, cash net income was $154.5 million compared to $149.5 million a year ago. Cash net income per share was $2.85 and $2.96 in the respective periods.

Included in net income are gains on the sale of securities. In the third quarter, these gains represented $.01 per share compared to $.07 a year ago. For the first nine months of 2005, securities gains were $.03 per share compared to $.22 a year ago. The reduced level of securities and securities gains in 2005 is consistent with Webster’s emphasis on delivering high quality earnings. In addition, one-time expenses equivalent to $.03 per share in the third quarter and $.08 in the first nine months of 2005 were incurred in support of Webster’s core infrastructure conversion project.

“Our third quarter results demonstrate continued strong core growth in deposits and commercial loans and the further strengthening of our balance sheet,” stated Webster Chairman and Chief Executive Officer James C. Smith. “Webster’s plan for growth is producing high quality earnings for our shareholders in the near term while affirming our commitment to investing in our future.”

Revenues

Total revenues (net interest income plus total noninterest income) were $185.6 million in the third quarter, compared to $180.4 million a year ago, an increase of 3 percent. Adjusting both periods to exclude securities gains, total revenues grew by 6 percent. Driving the growth in revenues was net interest income, which totaled $129.6 million in the third quarter of 2005 compared to $121.3 million in the year-ago period. The increase over the prior year reflects growth in the loan portfolio fully funded by deposit growth and a higher net interest margin.

Webster’s net interest margin (annualized tax-equivalent net interest income as a percentage of average earning assets) was 3.26 percent in the third quarter, an improvement of 20 basis points from 3.06 percent in the year-ago period. The increase from a year ago reflects the benefit of Webster’s de-leveraging in the fourth quarter of 2004 and the impact of higher interest rates on earning asset yields over the past year. The recent interest rate environment, with longer-term interest rates not rising at the same level as short-term rates, resulted in a 6 basis point decline from the net interest margin of 3.32 percent in the second quarter of 2005.

In the third quarter of 2005, total noninterest income was $56.0 million compared to $59.1 million in the year-ago period. Excluding securities gains of $1.1 million and $5.8 million in the respective periods, noninterest income increased in the third quarter to $54.8 million from $53.3 million in the year-ago period. Deposit service fees grew by $1.6 million, or 8 percent, from a year ago aided by recently acquired HSA Bank while loan and loan servicing fees grew by 12 percent. Gains on sales of loans and loan servicing totaled $3.7 million in the quarter and decreased 17 percent from a year ago primarily as a result of the impact of competitive pricing in the market.

The provision for loan losses totaled $2.0 million in the third quarter and exceeded net loan charge-offs by $0.2 million. This compares to a provision of $4.0 million a year ago, which exceeded net loan charge-offs by $1.7 million. The annualized net loan charge-off ratio was 0.06 percent of average loans in the third quarter compared to 0.08 percent a year ago.

Expenses

Total noninterest expenses for the 2005 third quarter were $114.9 million, which includes $2.2 million of non-recurring charges under Webster’s core infrastructure conversion project, compared to $103.8 million in the year-ago period. Adjusting each period for acquisitions, investments in de novo branch expansion and the non-recurring core infrastructure

conversion charges, total noninterest expenses were $106.8 million in the third quarter and $101.8 million a year ago for an increase of just under 5 percent. The increase reflects higher employee-related costs and investments in technology to support Webster’s new core systems.

Balance Sheet Trends

Total assets were $17.8 billion at September 30, 2005, same as a year ago. Total loans of $12.2 billion increased 5 percent from $11.6 billion the prior year, while deposits were $11.7 billion, up 12 percent from $10.4 billion a year ago.

“Webster’s double-digit organic growth in deposits and commercial loans over the past year reflects increasing success in our markets,” stated Webster President and Chief Operating Officer William T. Bromage. “Our expanding regional footprint and our role as a trusted local provider offer substantial opportunity for future growth.”

At the end of the third quarter, commercial loans were $4.6 billion, including commercial and industrial loans at $3.0 billion, up 15 percent from a year ago, and commercial real estate loans at $1.6 billion, up 3 percent. Consumer loans, primarily home equity loans and lines, increased 6 percent to $2.7 billion compared to $2.6 billion a year ago. Commercial, commercial real estate and consumer loans comprised 61 percent of total loans at September 30, 2005 compared to 59 percent a year ago.

Demand and NOW deposits have grown by 6 percent and 26 percent (14 percent adjusted for the HSA Bank acquisition), respectively, compared to a year ago while certificates of deposit balances have grown by 29 percent as consumer preferences have shifted to this product offering. Wholesale borrowings as a percent of total assets declined to 25 percent at September 30, 2005 compared to 32 percent a year ago as total deposit growth exceeded loan growth by $601 million over the past year.

“We actively manage our balance sheet, consistent with our stated operating principles,” stated Webster Chief Financial Officer William J. Healy. “In the past year, we’ve made significant progress improving our loan to deposit ratio, reducing reliance on wholesale borrowings and building our tangible equity ratio.”

Book value per common share of $30.41 at September 30, 2005 increased from $28.54 a year ago. Tangible book value per share of $17.71 at September 30, 2005 increased from $16.30 last year. The ratio of tangible equity to tangible assets increased to 5.45 percent at September 30, 2005 compared to 4.92 percent a year ago. Return on average tangible equity was 19.6 percent in the third quarter compared to 23.6 percent a year ago while the cash return on average tangible equity was 21.6 percent and 25.7 percent in the respective periods.

Asset Quality

Nonperforming assets increased during the quarter and totaled $60.4 million, or 0.34 percent of total assets, at September 30, 2005 compared to $44.2 million, or 0.25 percent, at June 30 and $40.0 million, or 0.22 percent, a year ago.

The allowance for loan losses was $155.1 million, or 1.27 percent of total loans, at September 30, 2005 compared to $148.2 million, or 1.28 percent, a year ago and $154.8 million, or 1.31 percent, at June 30. The ratio of the allowance to nonperforming loans at September 30, 2005 was 265 percent compared to 401 percent a year ago and 369 percent at June 30.

***

Webster Financial Corporation is the holding company for Webster Bank, National Association and Webster Insurance. With $17.8 billion in assets, Webster provides business and consumer banking, mortgage, insurance, financial planning, trust and investment services through 154 banking offices, 293 ATMs, telephone banking and the Internet. Webster Bank owns the asset-based lending firm Webster Business Credit Corporation, the insurance premium finance company Budget Installment Corp., Center Capital Corporation, an equipment finance company headquartered in Farmington, Connecticut and provides health savings account trustee and administrative services through HSA Bank, a division of Webster Bank.

For more information about Webster, including past press releases and the latest Annual Report, visit the Webster website at www.websteronline.com.

***

Conference Call

A conference call covering Webster’s 2005 third quarter earnings announcement will be held today, Wednesday, October 19, at 11:00 a.m. Eastern Time and may be heard through Webster’s investor relations website at www.wbst.com, or in listen-only mode by calling 1-877-407-3980 or 201-689-8475 internationally. The call will be archived on the website and available for future retrieval.

Forward-looking Statements

Statements in this press release regarding Webster Financial Corporation’s business that are not historical facts are “forward-looking statements” that involve risks and uncertainties. For a discussion of such risks and uncertainties that could cause actual results to differ from those contained in the forward-looking statement, see “Forward Looking Statements” in Webster’s Annual Report for 2004. Except as required by law, Webster does not undertake to update any such forward looking information.

Non-GAAP Financial Measures

In addition to results presented in accordance with GAAP, this press release contains certain non-GAAP financial measures. We believe that providing certain non-GAAP financial measures, such as cash basis net income, provides investors with information useful in understanding our financial performance, our performance trends and financial position. A reconciliation of cash basis net income to net income is included in the accompanying financial tables, elsewhere in this report.

—30—

Selected Financial Highlights (unaudited)
	At or for the Three						At or for the Nine
	Months Ended September 30,						Months Ended September 30,
(In thousands, except per share data)	2005			2004			2005			2004
Net income and performance ratios (annualized):
Net income	$	46,602		$	49,361		$	140,355		$	137,527
Net income per diluted common share		0.86			0.92			2.59			2.73
Return on average shareholders’ equity		11.39	%		13.25	%		11.69	%		13.75	%
Return on average tangible equity		19.59			23.56			20.34			21.64
Return on average assets		1.06			1.13			1.08			1.13
Noninterest income as a percentage of total revenue		30.16			32.76			29.56			33.41
Efficiency ratio (a,d)		61.93			57.53			61.09			57.30
Cash income and performance ratios (annualized) (b):
Net income	$	46,602		$	49,361		$	140,355		$	137,527
Stock-based compensation, net of tax		1,470			1,260			4,493			3,242
Intangible amortization, net of tax		3,251			3,138			9,693			8,776
Cash income		51,323			53,759			154,541			149,545
Cash income per diluted common share		0.95			1.00			2.85			2.96
Cash return on average shareholders’ equity		12.55	%		14.43	%		12.87	%		14.95	%
Cash return on average tangible equity		21.57			25.65			22.39			23.53
Cash return on average assets		1.16			1.23			1.19			1.23
Asset quality:
Allowance for loan losses	$	155,052		$	148,179		$	155,052		$	148,179
Nonperforming assets		60,355			39,993			60,355			39,993
Allowance for loan losses / total loans		1.27	%		1.28	%		1.27	%		1.28	%
Net charge-offs/ average loans (annualized)		0.06			0.08			0.03			0.10
Nonperforming loans / total loans		0.48			0.32			0.48			0.32
Nonperforming assets / total assets		0.34			0.22			0.34			0.22
Allowance for loan losses / nonperforming loans		264.87			400.87			264.87			400.87
Other ratios (annualized):
Tangible capital ratio		5.45	%		4.92	%		5.45	%		4.92	%
Shareholders’ equity / total assets		9.19			8.53			9.19			8.53
Interest-rate spread		3.22			3.04			3.26			3.02
Net interest margin		3.26			3.06			3.30			3.05
Share related:
Book value per common share	$	30.41		$	28.54		$	30.41		$	28.54
Tangible book value per common share		17.71			16.30			17.71			16.30
Common stock closing price		44.96			49.39			44.96			49.39
Dividends declared per common share		0.25			0.23			0.73			0.67
Common shares issued and outstanding		53,795			53,185			53,795			53,185
Basic shares (average)		53,648			52,938			53,612			49,606
Diluted shares (average)		54,310			53,767			54,269			50,448

Footnotes:

(a)	Noninterest expense as a percentage of net interest income plus noninterest income.
(b)	Cash income represents net income excluding the after tax effects of non-cash charges related to the amortization of intangible assets and stock-based compensation, which includes stock options and restricted stock.
(c)	For purposes of this computation, unrealized gains (losses) are excluded from the average balance for rate calculations.
(d)	Excluding conversion and infrastructure cost in 2005, the efficiency ratio would be 60.73% and 59.85% for the three and nine months ended September 30, 2005, respectively.

Consolidated Statements of Condition (unaudited)
	September 30,			June 30,			September 30,
(In thousands)	2005			2005			2004
Assets:
Cash and due from depository institutions	$	269,859		$	322,376		$	234,449
Short-term investments		9,224			13,088			25,783
Securities:
Trading, at fair value		1,901			1,409			2,635
Available for sale, at fair value		2,668,226			2,649,930			4,164,056
Held-to-maturity securities		1,161,507			1,196,368			323,378
Total securities		3,831,634			3,847,707			4,490,069
Loans held for sale		247,365			245,174			111,175
Loans:
Residential mortgages		4,812,298			4,690,318			4,773,284
Commercial		2,978,537			2,781,938			2,586,351
Commercial real estate		1,666,384			1,666,235			1,619,968
Consumer		2,740,019			2,671,197			2,595,629
Total loans		12,197,238			11,809,688			11,575,232
Allowance for loan losses		(155,052	)		(154,822	)		(148,179	)
Loans, net		12,042,186			11,654,866			11,427,053
Accrued interest receivable		73,253			67,380			65,812
Premises and equipment, net		179,463			171,579			136,385
Goodwill and intangible assets		703,740			708,387			676,176
Cash surrender value of life insurance		235,467			233,129			226,503
Prepaid expenses and other assets		214,865			208,511			408,837
Total Assets	$	17,807,056		$	17,472,197		$	17,802,242
Liabilities and Shareholders’ Equity:
Deposits:
Demand deposits	$	1,431,642		$	1,509,957		$	1,356,924
NOW accounts		1,600,481			1,640,692			1,271,553
Money market deposit accounts		1,971,075			1,892,664			2,153,852
Savings accounts		2,032,927			2,284,076			2,243,949
Certificates of deposit		4,118,765			3,830,999			3,204,624
Total retail deposits		11,154,890			11,158,388			10,230,902
Treasury deposits		507,302			420,846			208,521
Total deposits		11,662,192			11,579,234			10,439,423
Federal Home Loan Bank advances		2,064,963			2,126,437			3,021,503
Securities sold under agreements to repurchase and other short-term debt		1,633,906			1,345,910			1,973,478
Other long-term debt		673,999			674,117			695,316
Accrued expenses and other liabilities		126,537			126,011			144,963
Total liabilities		16,161,597			15,851,709			16,274,683
Preferred stock of subsidiary corporation		9,577			9,577			9,577
Shareholders’ equity		1,635,882			1,610,911			1,517,982
Total Liabilities and Shareholders’ Equity	$	17,807,056		$	17,472,197		$	17,802,242

See Selected Financial Highlights for footnotes.

Consolidated Statements of Income (unaudited)
	Three Months Ended				Nine Months Ended
	September 30,				September 30,
(In thousands, except per share data)	2005		2004		2005		2004
Interest income:
Loans	$	175,680	$	145,456	$	501,434	$	393,131
Securities and short-term investments		43,775		45,541		127,358		135,311
Loans held for sale		3,686		1,755		9,382		4,964
Total interest income		223,141		192,752		638,174		533,406
Interest expense:
Deposits		51,338		32,611		131,305		87,613
Borrowings		42,191		38,853		119,190		105,232
Total interest expense		93,529		71,464		250,495		192,845
Net interest income		129,612		121,288		387,679		340,561
Provision for loan losses		2,000		4,000		7,500		14,000
Net interest income after provision for loan losses		127,612		117,288		380,179		326,561
Noninterest income:
Deposit service fees		22,182		20,596		63,058		57,031
Insurance revenue		10,973		10,924		33,337		33,158
Loan and loan servicing fees		7,739		6,893		23,942		20,847
Wealth and investment services		5,554		6,044		16,977		17,009
Gain on sale of loans and loan servicing, net		3,703		4,467		9,251		10,813
Increase in cash surrender value of life insurance		2,341		2,421		6,881		6,552
Financial advisory services		—		—		—		3,808
Other		2,347		1,912		6,603		4,724
		54,839		53,257		160,049		153,942
Gain on sale of securities, net		1,141		5,843		2,607		16,959
Total noninterest income		55,980		59,100		162,656		170,901
Noninterest expenses:
Compensation and benefits		60,808		55,406		176,564		162,192
Occupancy		10,482		9,144		32,151		25,911
Furniture and equipment		13,009		10,103		35,418		26,737
Intangible amortization		5,001		4,827		14,912		13,501
Marketing		3,339		4,233		10,286		10,847
Professional services		3,626		4,294		11,368		10,131
Conversion and infrastructure costs		2,217		200		6,857		200
Other		16,450		15,562		48,655		43,570
Total noninterest expenses		114,932		103,769		336,211		293,089
Income before income taxes		68,660		72,619		206,624		204,373
Income taxes		22,058		23,258		66,269		66,846
Net income	$	46,602	$	49,361	$	140,355	$	137,527
Diluted shares (average)		54,310		53,767		54,269		50,448
Net income per common share:
Basic	$	0.87	$	0.93	$	2.62	$	2.77
Diluted		0.86		0.92		2.59		2.73

See Selected Financial Highlights for footnotes.

Consolidated Statements of Income (unaudited)
	Three Months Ended
	Sept. 30,		June 30,		March 31,		Dec. 31			Sept. 30,
(In thousands, except per share data)	2005		2005		2005		2004			2004
Interest income:
Loans	$	175,680	$	166,967	$	158,787	$	154,177		$	145,456
Securities and short-term investments		43,775		42,684		40,899		42,807			45,541
Loans held for sale		3,686		2,964		2,732		1,718			1,755
Total interest income		223,141		212,615		202,418		198,702			192,752
Interest expense:
Deposits		51,338		44,099		35,868		32,993			32,611
Borrowings		42,191		38,681		38,318		38,109			38,853
Total interest expense		93,529		82,780		74,186		71,102			71,464
Net interest income		129,612		129,835		128,232		127,600			121,288
Provision for loan losses		2,000		2,000		3,500		4,000			4,000
Net interest income after provision for loan losses		127,612		127,835		124,732		123,600			117,288
Noninterest income:
Deposit service fees		22,182		21,747		19,129		20,712			20,596
Insurance revenue		10,973		10,562		11,802		10,348			10,924
Loan and loan servicing fees		7,739		7,274		8,929		7,727			6,893
Wealth and investment services		5,554		6,028		5,395		5,198			6,044
Gain on sale of loans and loan servicing, net		3,703		3,012		2,536		2,492			4,467
Increase in cash surrender value of life insurance		2,341		2,302		2,238		2,283			2,421
Other		2,347		2,013		2,243		2,692			1,912
		54,839		52,938		52,272		51,452			53,257
Gain (loss) on sale of securities, net		1,141		710		756		(2,646	)		5,843
Total noninterest income		55,980		53,648		53,028		48,806			59,100
Noninterest expenses:
Compensation and benefits		60,808		57,854		57,902		57,128			55,406
Occupancy		10,482		10,810		10,859		9,909			9,144
Furniture and equipment		13,009		11,611		10,798		10,889			10,103
Intangible amortization		5,001		5,009		4,902		4,844			4,827
Marketing		3,339		3,664		3,283		2,533			4,233
Professional services		3,626		3,972		3,770		5,523			4,294
Conversion and infrastructure costs		2,217		3,506		1,134		300			200
Debt prepayment penalties		—		—		—		45,761			—
Other		16,450		17,079		15,126		17,161			15,562
Total noninterest expenses		114,932		113,505		107,774		154,048			103,769
Income before income taxes		68,660		67,978		69,986		18,358			72,619
Income taxes		22,058		21,720		22,491		2,052			23,258
Net income	$	46,602	$	46,258	$	47,495	$	16,306		$	49,361
Diluted shares (average)		54,310		54,278		54,217		54,045			53,767
Net income per common share:
Basic	$	0.87	$	0.86	$	0.89	$	0.31		$	0.93
Diluted		0.86		0.85		0.88		0.30			0.92

See Selected Financial Highlights for footnotes.

Retail and Wholesale Interest-Rate Spreads (unaudited)
Three Months Ended,	September			June			March			December			September
	2005			2005			2005			2004			2004
Interest-rate spread
Yield on interest-earning assets		5.55	%		5.40	%		5.22	%		5.02	%		4.82	%
Cost of interest-bearing liabilities		2.33			2.11			1.94			1.80			1.78
Interest-rate spread		3.22	%		3.29	%		3.28	%		3.22	%		3.04	%
Net interest margin		3.26			3.32			3.32			3.25			3.06
Retail interest-rate spread
Yield on loans and loans held for sale		5.83	%		5.66	%		5.44	%		5.25	%		5.07	%
Cost of deposits		1.76			1.57			1.37			1.25			1.25
Spread		4.07	%		4.09	%		4.07	%		4.00	%		3.82	%
Wholesale interest-rate spread
Yield on securities and short-term investments		4.67	%		4.62	%		4.52	%		4.37	%		4.18	%
Cost of borrowings		3.84			3.54			3.23			2.91			2.80
Spread		0.83	%		1.08	%		1.29	%		1.46	%		1.38	%

Consolidated Average Statements of Condition (unaudited)
Three Months Ended September 30,	2005								2004
						Fully tax-								Fully tax-
	Average					equivalent			Average					equivalent
(Dollars in thousands)	balance		Interest			yield/rate			balance		Interest			yield/rate
Assets:
Interest-earning assets:
Loans	$	11,974,880	$	175,685			5.81	%	$	11,401,076	$	145,456			5.06	%
Securities		3,906,118		45,997			4.68	(c)		4,456,849		47,095			4.20	(c)
Loans held for sale		223,002		3,686			6.61			129,157		1,755			5.44
Short-term investments		20,044		117			2.28			31,231		106			1.33
Total interest-earning assets		16,124,044		225,485			5.55			16,018,313		194,412			4.82
Noninterest-earning assets		1,505,579								1,413,030
Total assets	$	17,629,623							$	17,431,343
Liabilities and Shareholders’ Equity:
Interest-bearing liabilities:
Demand deposits	$	1,477,230		—			—		$	1,357,230		—			—
Savings, NOW and money market deposit accounts		5,679,259		18,021			1.26			5,673,797		12,703			0.89
Time deposits		4,413,329		33,317			3.00			3,366,232		19,908			2.35
Total deposits		11,569,818		51,338			1.76			10,397,259		32,611			1.25
Federal Home Loan Bank advances		2,128,760		19,134			3.52			3,147,887		23,373			2.91
Repurchase agreements and other short-term debt		1,518,921		11,859			3.06			1,608,818		5,919			1.44
Other long-term debt		674,056		11,198			6.65			695,365		9,561			5.50
Total borrowings		4,321,737		42,191			3.84			5,452,070		38,853			2.80
Total interest-bearing liabilities		15,891,555		93,529			2.33			15,849,329		71,464			1.78
Noninterest-bearing liabilities		92,381								82,696
Total liabilities		15,983,936								15,932,025
Preferred stock of subsidiary corporation		9,577								9,577
Shareholders’ equity		1,636,110								1,489,741
Total liabilities and shareholders’ equity	$	17,629,623							$	17,431,343
				131,956								122,948
Less: tax-equivalent adjustment				(2,344	)							(1,660	)
Net interest income			$	129,612							$	121,288
Interest-rate spread							3.22	%							3.04	%
Net interest margin							3.26	%							3.06	%

See Selected Financial Highlights for footnotes.

Consolidated Average Statements of Condition (unaudited)
Nine Months Ended September 30,	2005								2004
						Fully tax-								Fully tax-
	Average					equivalent			Average					equivalent
(Dollars in thousands)	balance		Interest			yield/rate			balance		Interest			yield/rate
Assets:
Interest-earning assets:
Loans	$	11,796,868	$	501,440			5.65	%	$	10,407,028	$	393,131			5.01	%
Securities		3,836,811		133,373			4.61	(c)		4,424,813		138,533			4.18	(c)
Loans held for sale		226,468		9,382			5.52			127,846		4,964			5.18
Short-term investments		20,028		390			2.57			32,290		256			1.04
Total interest-earning assets		15,880,175		644,585			5.39			14,991,977		536,884			4.76
Noninterest-earning assets		1,467,085								1,174,680
Total assets	$	17,347,260							$	16,166,657
Liabilities and Shareholders’ Equity:
Interest-bearing liabilities:
Demand deposits	$	1,425,093		—			—		$	1,207,649		—			—
Savings, NOW and money market deposit accounts		5,678,099		47,161			1.11			5,166,808		33,143			0.86
Time deposits		4,064,228		84,144			2.77			3,071,795		54,470			2.37
Total deposits		11,167,420		131,305			1.57			9,446,252		87,613			1.24
Federal Home Loan Bank advances		2,247,887		55,881			3.28			2,802,588		62,282			2.92
Repurchase agreements and other short-term debt		1,542,111		31,274			2.67			1,853,465		16,238			1.15
Other long-term debt		676,426		32,035			6.31			633,343		26,712			5.62
Total borrowings		4,466,424		119,190			3.53			5,289,396		105,232			2.62
Total interest-bearing liabilities		15,633,844		250,495			2.13			14,735,648		192,845			1.74
Noninterest-bearing liabilities		102,981								88,132
Total liabilities		15,736,825								14,823,780
Preferred stock of subsidiary corporation		9,577								9,577
Shareholders’ equity		1,600,858								1,333,300
Total liabilities and shareholders’ equity	$	17,347,260							$	16,166,657
				394,090								344,039
Less: tax-equivalent adjustment				(6,411	)							(3,478	)
Net interest income			$	387,679							$	340,561
Interest-rate spread							3.26	%							3.02	%
Net interest margin							3.30	%							3.05	%

See Selected Financial Highlights for footnotes.

	At or for the Three Months Ended
(Unaudited)	Sept. 30,			June 30,			March 31,			Dec. 31,			Sept. 30,
( Dollars in thousands)	2005			2005			2005			2004			2004
Asset Quality
Nonperforming loans:
Commercial:
Commercial	$	27,544		$	19,073		$	17,112		$	14,624		$	12,407
Equipment financing		3,209			3,466			3,800			3,383			4,501
Total commercial		30,753			22,539			20,912			18,007			16,908
Commercial real estate		19,650			11,654			15,609			8,431			11,157
Residential		6,436			6,690			7,528			7,796			7,695
Consumer		1,699			1,019			1,586			1,894			1,204
Total nonperforming loans		58,538			41,902			45,635			36,128			36,964
Loans held for sale		181			—			492			—			—
Other real estate owned and repossessed assets:
Commercial		1,408			2,217			2,472			2,824			2,482
Residential		218			112			446			100			527
Consumer		10			10			85			114			20
Total other real estate owned and repossessed assets		1,636			2,339			3,003			3,038			3,029
Total nonperforming assets	$	60,355		$	44,241		$	49,130		$	39,166		$	39,993
Allowance for Loan Losses
Beginning balance	$	154,822		$	152,519		$	150,112		$	148,179		$	146,511
Allowance for purchased loans		—			—			—			617			—
Provision		2,000			2,000			3,500			4,000			4,000
Charge-offs:
Commercial		2,204			1,432			2,155			3,432			3,556
Residential		378			178			167			367			92
Consumer		137			201			142			147			195
Total charge-offs		2,719			1,811			2,464			3,946			3,843
Recoveries		(949	)		(2,114	)		(1,371	)		(1,262	)		(1,511	)
Net loan charge-offs (recoveries)		1,770			(303	)		1,093			2,684			2,332
Ending balance	$	155,052		$	154,822		$	152,519		$	150,112		$	148,179
Asset Quality Ratios:
Allowance for loan losses / total loans		1.27	%		1.31	%		1.30	%		1.28	%		1.28	%
Net charge-offs (recoveries)/ average loans (annualized)		0.06			(0.01	)		0.04			0.09			0.08
Nonperforming loans / total loans		0.48			0.35			0.39			0.31			0.32
Nonperforming assets / total assets		0.34			0.25			0.28			0.23			0.22
Allowance for loan losses / nonperforming loans		264.87			369.49			334.21			415.50			400.87