Webster Financial (WBS) S-3ASR Automatic shelf registration

Exhibit 12.1

Ratios of Earnings to Fixed Charges and Earnings to Combined Fixed Charges and Preferred Stock Dividends

Our historical ratios of earnings to fixed charges and earnings to combined fixed charges and preferred stock dividends for the periods indicated are set forth in the table below. As of September 30, 2017, we had 5,060 shares of preferred stock outstanding, all of which were issued on December 4, 2012. The ratio of earnings to fixed charges is computed by dividing (1) income from continuing operations before income taxes and fixed charges by (2) total fixed charges. The ratio of earnings to combined fixed charges and preferred stock dividends is computed by dividing (1) income from continuing operations before income taxes and fixed charges by (2) total fixed charges and preferred stock dividends. For purposes of computing these ratios:

• earnings consist of income before income taxes plus fixed charges,

• fixed charges, excluding interest on deposits, include interest expense (other than on deposits) and the estimated portion of rental expenses attributable to interest, net of income from subleases,

• fixed charges, including interest on deposits, include all interest expense and the estimated portion of rental expense attributable to interest, net of income from subleases, and

• pre-tax earnings required for preferred stock dividends were computed using the effective tax rate for the applicable year.

	Nine Months ended September 30						Years ended December 31,
	2017			2016			2016			2015			2014			2013			2012
Earnings:
Income (loss) before taxes	$	266,868		$	221,945		$	303,450		$	297,761		$	291,699		$	256,569		$	248,872
Fixed charges		92,972			83,851			112,375			101,671			96,516			96,908			120,642
Earnings, including interest on deposits		359,840			305,796			415,825			399,432			388,215			353,477			369,514
Less: interest on deposits		(44,874	)		(37,267	)		(49,858	)		(46,031	)		(44,162	)		(46,582	)		(59,586	)
Earnings (deficit), excluding interest on deposits	$	314,966		$	268,529		$	365,967		$	353,401		$	344,053		$	306,895		$	309,928
Fixed charges:
Interest on deposits	$	44,874		$	37,267		$	49,858		$	46,031		$	44,162		$	46,582		$	59,586
Interest on borrowings		41,261			39,960			53,542			49,384			46,338			44,330			55,008
Estimated interest component of rent expense		6,837			6,624			8,975			6,256			6,016			5,996			6,048
Fixed charges, including interest on deposits		92,972			83,851			112,375			101,671			95,516			96,908			120,642
Less: interest on deposits		(44,874	)		(37,267	)		(49,858	)		(46,031	)		(44,162	)		(46,582	)		(59,586	)
Fixed charges, excluding interest on deposits		48,098			46,584			62,517			55,640			52,354			50,326			61,056
Preferred stock dividend requirements		8,733			9,016			11,861			12,669			15,417			15,445			3,524
Combined fixed charges and preferred stock dividend requirements – including deposits		101,706			92,867			124,236			114,340			111,933			112,353			124,166
Combined fixed charges and preferred stock dividend requirements – excluding deposits		56,832			55,600			74,378			68,309			67,771			65,771			64,580
Ratio of Earnings to Fixed Charges:
Excluding interest on deposits		6.55			5.76			5.85			6.35			6.57			6.10			5.08
Including interest on deposits		3.87			3.65			3.70			3.93			4.02			3.65			3.06
Ratio of Earnings (Deficit) to Combined Fixed Charges and Preferred Stock Dividend Requirements:
Excluding interest on deposits		5.54			4.83			4.92			5.17			5.08			4.67			4.80
Including interest on deposits		3.54			3.29			3.35			3.49			3.47			3.15			2.98