11-K 1 d168579d11k.htm FORM 11-K Form 11-K

 

 

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

FORM 11-K

 

 

(Mark One)

ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES AND EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2020

OR

 

TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from                      to                     

Commission file number 001-35028

 

 

 

A.

Full title of the plan and the address of the plan, if different from that of the issuer named below:

THE UNITED BANK 401(k) PLAN

850 MAIN STREET

BRIDGEPORT, CONNECTICUT 06604

 

B.

Name of issuer of the securities held pursuant to the plan and address of its principal executive office:

PEOPLE’S UNITED FINANCIAL, INC.

850 MAIN STREET

BRIDGEPORT, CONNECTICUT 06604

 

 

 


Financial Statements

The following financial statements are filed as a part of this annual report:

 

  (a)

Financial Statements

 

  1)

Financial statements of The United Bank 401(K) Plan as of December 31, 2020 and 2019 and for the year ended December 31, 2020, including the report of Pue, Chick, Leibowitz & Blezard, LLC with respect thereto.


THE UNITED BANK 401(K) PLAN

Together with the Report of Independent

Registered Public Accounting Firm

FINANCIAL STATEMENTS

DECEMBER 31, 2020 AND 2019

SUPPLEMENTAL SCHEDULE

DECEMBER 31, 2020


THE UNITED BANK 401(K) PLAN

FINANCIAL STATEMENTS

DECEMBER 31, 2020 AND 2019

Contents

 

     Page  

Report of Independent Registered Public Accounting Firm

     1-2  

FINANCIAL STATEMENTS

  

Statements of Net Assets in Liquidation Available for Benefits

     3  

Statement of Changes in Net Assets in Liquidation Available for Benefits

     4  

Notes to Financial Statements

     5-12  

SUPPLEMENTAL SCHEDULE

  

Form 5500, Schedule H, Part IV, Line 4i – Schedule of Assets (Held at End of Year)

     13  

All other schedules required by 29 CFR Section 2520.103-10 of the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974 have been omitted because they are not applicable.


Report of Independent Registered Public Accounting Firm

To the People’s United Bank, N.A. Human Resources Administrative Committee, Plan Sponsor and Participants of The United Bank 401(K) Plan

Opinion on the Financial Statements

We have audited the accompanying statements of net assets in liquidation available for benefits of The United Bank 401(K) Plan as of December 31, 2020 and 2019, and the related statement of changes in net assets in liquidation available for benefits for the year ended December 31, 2020 and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the net assets in liquidation available for benefits of The United Bank 401(K) Plan as of December 31, 2020 and 2019, and the changes in its net assets in liquidation available for benefits for the year ended December 31, 2020, in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These financial statements are the responsibility of The United Bank 401(K) Plan’s management. Our responsibility is to express an opinion on The United Bank 401(K) Plan’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to The United Bank 401(K) Plan in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The United Bank 401(K) Plan is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for purposes of expressing an opinion on the effectiveness of The United Bank 401(K) Plan’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

 

1


Emphasis of Matter - Plan Termination and Use of Liquidation Basis of Accounting

As further discussed in Notes 1 and 2 to the financial statements, those charged with governance made a decision to terminate The United Bank 401(K) Plan, upon the merger of United Financial Bancorp, Inc. with People’s United Financial, Inc. As a result, in accordance with accounting principles generally accepted in the United States of America, The United Bank 401(K) Plan has changed its basis of accounting from the going concern basis of accounting to the liquidation basis of accounting, effective starting with the 2019 financial statement. Our opinion is not modified with respect to this matter.

Supplemental Information

The supplemental Schedule of Assets Held at End of Year as of December 31, 2020 has been subjected to audit procedures performed in conjunction with the audit of The United Bank 401(K) Plan’s financial statements. The supplemental schedule is the responsibility of The United Bank 401(K) Plan’s management. Our audit procedures included determining whether the supplemental schedule reconciles to the financial statements or the underlying accounting and other records, as applicable, and performing procedures to test the completeness and accuracy of the information presented in the supplemental schedule. In forming our opinion on the supplemental schedule, we evaluated whether the supplemental schedule, including its form and content, is presented in conformity with the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. In our opinion, the Schedule of Assets Held at End of Year as of December 31, 2020 is fairly stated, in all material respects, in relation to the financial statements as a whole.

 

/s/ Pue, Chick, Leibowitz & Blezard, LLC

Certified Public Accountants

We have served as The United Bank 401(K) Plan’s auditor since 2004.

Vernon, Connecticut

June 25, 2021

 

2


THE UNITED BANK 401(K) PLAN

Statements of Net Assets in Liquidation Available for Benefits

As of December 31, 2020 and 2019

 

     2020      2019  

ASSETS

     

Investments (note 5):

     

Mutual funds (at fair value)

   $ 19,477,957      $ 22,435,362  

People’s United Financial, Inc. common stock (at fair value) (note 4)

     6,336,371        10,376,198  

Collective investment trusts (at net asset value)

     28,972,363        30,865,472  

Investment in trust (at contract value) (note 6)

     7,254,087        8,222,907  
  

 

 

    

 

 

 

Total Investments

     62,040,778        71,899,939  

Receivables:

     

Notes receivable from participants (note 2)

     779,491        1,507,213  
  

 

 

    

 

 

 

Net Assets Available for Benefits

   $ 62,820,269      $ 73,407,152  
  

 

 

    

 

 

 

See accompanying notes and report of independent registered public accounting firm.

 

3


THE UNITED BANK 401(K) PLAN

Statement of Changes in Net Assets in Liquidation Available for Benefits

For the Year Ended December 31, 2020

 

Contributions:

  

Employer

   $ 8,958  
  

 

 

 

Investment Income:

  

Net appreciation in fair value of investments

     5,025,436  

Dividends and interest

     783,504  
  

 

 

 

Net Investment Income

     5,808,940  
  

 

 

 

Total Additions

     5,817,898  
  

 

 

 

Deductions:

  

Distributions paid to participants

     16,306,501  

Fees

     98,280  
  

 

 

 

Total Deductions

     16,404,781  
  

 

 

 

Change in Net Assets

     (10,586,883

Net Assets Available for Benefits:

  

Beginning of year

     73,407,152  
  

 

 

 

End of year

   $ 62,820,269  
  

 

 

 

See accompanying notes and report of independent registered public accounting firm.

 

4


THE UNITED BANK 401(K) PLAN

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2020 AND 2019

Note 1. Description of the Plan

Plan Sponsor Merger – On April 30, 2014, Rockville Financial, Inc. completed its merger with United Financial Bancorp, Inc. (“Legacy United”). In connection with the merger, Rockville Financial, Inc. completed the following corporate actions:

 

   

Legacy United merged with and into Rockville Financial, Inc., which was the accounting acquirer and the surviving entity.

 

   

Rockville Financial, Inc. changed its legal entity name to United Financial Bancorp, Inc. (the “Company”).

 

   

United Bank merged into Rockville Bank.

 

   

Rockville Bank changed its legal entity name to United Bank (the “Bank”).

The Company entered into a merger agreement with People’s United Financial, Inc. (“PUFI”) on July 15, 2019. In connection with the merger, the Bank merged with and into People’s United Bank, National Association (a wholly owned subsidiary of PUFI) on November 1, 2019. Due to the merger, shares of the Company held in The United Bank 401(k) Plan (the “Plan”) were converted to shares of PUFI.

Plan Termination – Per the terms of the merger agreement, the Bank’s Compensation Committee adopted a resolution effective October 27, 2019 to terminate the Plan. Effective with the Plan’s termination, all participants with an account balance remaining in the Plan became fully vested in all contribution sources, regardless of status or years of vested service. The Plan’s termination also ceased employee and employer contributions into the Plan. The Plan’s assets will be distributed as soon as administratively practicable after receipt of an IRS determination letter on the Plan’s termination. Existing Bank employees who became People’s United Bank, National Association employees were eligible to participate in the People’s United Bank, N.A. 401(k) Employee Savings Plan on November 1, 2019.

The following description of the Plan is provided for general information purposes only. Participants should refer to the Plan agreement for more complete information.

 

  a)

General – Prior to termination, the Plan covered substantially all employees of the Bank. The Plan is subject to federal laws, such as the Employee Retirement Income Security Act (“ERISA”), the Internal Revenue Code (the “IRC”), and other applicable federal and state laws. The provisions of the Plan are subject to revisions due to changes in laws or due to pronouncements by the Internal Revenue Service or Department of Labor.

 

5


Note 1. Description of the Plan – Continued

 

  a)

General - Continued

 

The Plan consists of two components. One component of the Plan is a defined contribution plan qualifying as a salary reduction plan as defined in Section 401(k) of the IRC. The other component is intended to qualify as a Plan under Code Section 4975(e)(7) under the IRC. This component includes contributions invested in qualifying employer securities, including the qualifying employer securities in the profit sharing component, and is considered the ESOP component of the Plan. Both components of the Plan provide for participant-directed investments and are intended to comply with ERISA Section 404(c). The underlying Trust for both components of the Plan is intended to be exempt from taxation under Code Section 501.

The Principal Financial Group began serving as the Plan Trustee, record keeper and custodian effective April 1, 2015. Financial Investment Advisors is the financial advisor of the Plan.

 

  b)

Eligibility – Prior to the Plan’s termination, for purposes of employee pre-tax elective contributions, any employee who has attained age 21 shall be immediately eligible to contribute to the Plan after completing one hour of service effective April 1, 2015.

Prior to the Plan’s termination, for purposes of employer matching contributions, an employee who has attained age 21 and has completed one year of service with at least 1,000 hours of service shall be eligible to receive employer matching contributions.

Prior to the Plan’s termination, for purposes of employer discretionary contributions, employees who have attained age 21, and have completed one year of service with at least 1,000 hours of service shall be eligible to receive employer discretionary contributions provided they are employed on the last day of the year.

A break in eligibility occurs if an employee is severed from employment with the employer, however, if the employee is reemployed before a one year break in service occurs, the former employee shall become a participant as of the reemployment date. If a former employee is reemployed after a one year break in service has occurred, the employee will be credited with years of service prior to the one year break in service as defined in the Plan, provided that the participant does not have five consecutive one-year breaks in service.

 

  c)

Contributions – Prior to the Plan’s termination, each year, participants may contribute up to 75% of pretax annual compensation as defined in the Plan, subject to certain IRC limitations. The maximum participant deferral was $19,000 for the Plan for the year ended December 31, 2019. In addition, all employees who are eligible to make salary reductions under the Plan who have attained the age of 50 before the end of the Plan year were eligible to make catch up contributions up to $6,000 in 2019 as determined by the Internal Revenue Service. Participants may also contribute amounts representing distributions from other plans and certain Individual Retirement Accounts (rollovers).

Prior to the Plan’s termination, eligible employees were automatically enrolled in the Plan at a 5% deferral rate, unless the employee opts-out of participation or changes his or her deferral election rate to any amount between 0% and 75%.

Prior to the Plan’s termination and effective April 1, 2015, the Bank made the following contributions:

 

   

100% of the first 3% and 50% of the next 2% of matching contributions for eligible employees of each participant’s contribution.

 

   

The Bank may make a discretionary contribution equal to a uniform percentage of eligible compensation for participants, which percentage is determined each year by the Bank.

 

6


Note 1. Description of the Plan – Continued

 

  c)

Contributions – Continued

 

As the Plan is designed to be a Safe Harbor 401(k) Plan, employer contributions may be made in cash or employer securities, at the employer’s discretion. Commencing January 1, 2014, contributions may be funded with shares of United Financial Bancorp, Inc. stock that are released in connection with the repayment of the ESOP loan, as discussed below. In connection with the Bank’s defined benefit pension plan being frozen on December 31, 2012, the Bank provided additional benefits to the impacted employees by providing a non-elective contribution (transitional contribution) of 3% of compensation from 2013 through 2017 for active employees hired before January 2005.

Prior to the Plan’s termination, the Bank matched 100% of the first 3% and 50% of the next 2% of eligible employee contributions of the participant’s pretax annual compensation with cash contributions. The shares released from the ESOP component are allocated to function as a portion of the discretionary contribution. In addition, there were 93,303 shares of common stock at a fair value of $1,362,224 transferred from unallocated portion of the ESOP to allocated participant accounts during the year ended December 31, 2019. As part of the 2019 plan amendment terminating the Plan, the allocation of the unallocated portion of the ESOP was changed for the year of termination to be in proportion to the eligible participant balances in the Company Stock Account under the ESOP component of the Plan.

 

  d)

Participant Accounts and Forfeitures – Individual accounts are maintained for each Plan participant. Each participant’s account is credited with the participant’s contribution, the Bank’s matching contribution, the Bank’s discretionary contribution, if any, and charged with withdrawals and allocated gains and losses attributable to the account’s investments. The benefit to which a participant is entitled is the benefit that can be provided from the participant’s account.

During the year ended December 31, 2019, $29,338 in forfeitures were used to reduce employer contributions.

 

  e)

Investments – Participants direct the investment of their accounts into various investment options offered by the Plan. The Plan currently offers thirteen collective investment trusts, eight mutual funds, investment in trust, and People’s United Financial, Inc. common stock as investment options for participants.

 

  f)

Vesting – Participants are fully vested in all contributions. In connection with the merger of the two plans, effective as of December 31, 2013, participants who were active in the ESOP Plan and employed on December 31, 2013 became fully vested (100%) in their Company Stock Account. Upon termination of the Plan, all participants became fully vested in their accounts.

 

  g)

Notes Receivable from Participants – Notes receivable from participants represent participant’s loans. Participants may borrow from their accounts up to a maximum of $50,000 or 50% of their vested account balance, whichever is less. The loans are secured by the balance in the participant’s account.

Loans made on April 1, 2015 and thereafter bear an interest rate of Prime plus 1% at the time the loan is taken out (4.25% and 5.75% at December 31, 2020 and 2019, respectively). Loans made prior to March 31, 2015 bear interest at rates commensurate with the current three-year certificate of deposit rate offered by the Plan Sponsor, United Bank, plus 1% (1.80% at March 31, 2015). An administrative loan processing fee of $100 is applicable and a participant may have only one loan outstanding at a time.

Principal and interest is paid ratably through payroll deductions or through monthly payments made by participants as allowed by the Plan. Loans are generally repayable within five years; however, loans for the purchase of a primary residence may be repayable over a period of up to 15 years.

 

7


Note 1. Description of the Plan – Continued

 

 

  h)

Payment of Benefits – Upon termination of employment for any reason, a participant may receive the vested value of his or her account as a lump-sum distribution in cash or by delivery of the number of full shares of United Financial Bancorp, Inc. common stock (through October 31, 2019) or People’s United Financial, Inc. common stock (as of November 1, 2019 and subsequently) attributable to the account plus cash for any fractional shares.

 

  i)

Voting Rights – Each participant is entitled to exercise voting rights attributable to the shares allocated to their account and is notified by the Trustee prior to the time that such rights are to be exercised. Any stock for which a signed voting direction instrument is not received from the Participant, or is not subject to being received, shall be voted by the Trustee in the same proportion as the stock for which signed voting-direction instruments are received as to the matter to be voted upon. The Trustee is required, however, to vote any unallocated shares on behalf of the collective best interest of plan participants and beneficiaries.

 

  j)

Dividends – Dividend income on Company stock is recorded on the ex-dividend date. Amounts received on allocated shares increase participant accounts and amounts received on unallocated shares are available for plan expenses and debt service.

Note 2. Summary of Significant Accounting Policies

 

  a)

Basis of Accounting – The Plan’s transactions are reported on the liquidation basis of accounting in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”).

 

  b)

Use of Estimates – The preparation of financial statements in conformity with U.S. GAAP requires the Plan’s management to make estimates and assumptions that affect the reported amounts of net assets available for benefits, changes therein, and disclosures. Actual results could differ from those estimates.

 

  c)

Risks and Uncertainties - The Plan invests in various investment instruments, including the plan sponsor’s stock, which is not diversified, mutual funds, collective investment trusts, and an insurance investment contract. Investment securities, in general, are exposed to various risks, such as interest rate, credit, and overall market volatility. Due to the level of risk associated with investment securities, it is reasonably possible that changes in the values of investment securities will occur in the near term and that such changes could materially affect participants’ account balances and the amounts reported in the statement of net assets available for benefits.

 

  d)

Investment Valuation and Income Recognition – The Plan’s investments are stated at fair value except for its investment in a guaranteed investment contract, which is valued at contract value, and its collective investment trusts, which are valued at the net asset value. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. In accordance with accounting principles generally accepted in the United States of America, the Plan classifies its investments into Level 1, which refers to securities valued using quoted prices from active markets for identical assets; Level 2, which refers to securities not traded on an active market but for which observable market inputs are readily available; and Level 3, which refers to securities valued based on significant unobservable inputs. Assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. Quoted market prices are used to value investments.

 

8


Note 2. Summary of Significant Accounting Policies – Continued

 

  d)

Investment Valuation and Income Recognition – Continued

 

Following is a description of the valuation methodologies used for assets measured at fair value. There have been no changes in the methodologies used at December 31, 2020 and 2019.

Common stock: Valued at the closing price reported on the active market on which the individual securities are traded.

Mutual funds: Valued at the daily closing price as reported by the fund. Mutual funds held by the Plan are open-end mutual funds that are registered with the Securities and Exchange Commission. These funds are required to publish their daily net asset value and to transact at that price. The mutual funds held by the Plan are deemed to be actively traded.

Collective investment trusts: Valued at the net asset value (“NAV”) practical expedient as determined by using estimated fair value of the underlying assets held in the fund, as provided by the manager of the fund.

Guaranteed investment contract: Guaranteed investment contracts are valued at contract value by the trustee.

Purchases and sales of securities are recorded on a trade-date basis. Interest income is recorded on the accrual basis. Dividends are recorded on the ex-dividend date. Net appreciation includes the Plan’s gains and losses on investments bought and sold as well as held during the year.

Some management fees and operating expenses charged to the Plan for investments in common stock, mutual funds, collective investment trusts, and the guaranteed investment contract are deducted from income earned on a daily basis and are not separately reflected. Consequently, some plan expenses are reflected as a reduction of investment return for such investments.

 

  e)

Fully Benefit-Responsive Investment Contracts – The Plan is required to report fully benefit responsive investment contracts at contract value. Contract value is the relevant measurement attribute for fully benefit-responsive investment contracts because contract value is the amount participants would receive if they were to initiate permitted transactions under the terms of the Plan. The Plan invests in investment contracts through a Directed Trust. The statement of net assets available for benefits presents the contract value of the investment in the Trust. The statement of changes in net assets available for benefits is prepared on a contract value basis.

 

  f)

Notes Receivable From Participants – Notes receivable from participants are measured at their unpaid principal balance plus any accrued but unpaid interest. Interest income is recorded on the accrual basis. No allowance for credit losses has been recorded at December 31, 2020 and 2019.

 

  g)

Administrative Expenses – Fees paid to the Plan’s trustee and other administrative expenses incurred in connection with the operation of the Plan are paid by the Plan participants. Administrative expenses include managed account fees, loan processing fees, consulting fees and other expenses relating to purchases, sales, or transfers of the Plan’s investments.

 

  h)

Payment of Benefits – Benefit payments and plan distributions to participants are recorded when paid.

Note 3. Administration of Plan Assets

The Plan’s assets are held by Principal Financial Group (“the Trustee”). The Bank’s contributions are held and managed by the Trustee, which invests cash received, interest and dividend income and makes distributions to participants. The Trustee also administered the payment of interest and principal on the ESOP loan, which was reimbursed to the Trustee through contributions as determined by the Bank through the full repayment of the ESOP loan during 2019.

 

9


Note 3. Administration of Plan Assets – Continued

 

Certain administrative functions are performed by officers or employees of the Bank or its subsidiaries. No such officer or employee receives compensation from the Plan. Certain expenses of maintaining the Plan are paid directly by the Bank and are therefore excluded from these financial statements.

Note 4. Investments

The following table presents additional detail for the total People’s United Financial, Inc. common stock in the Plan as of December 31, 2020 and 2019:

 

     December 31, 2020      December 31, 2019  

Number of Shares

     490,052        613,976  
  

 

 

    

 

 

 

Cost

   $ 7,624,035      $ 9,908,123  
  

 

 

    

 

 

 

Market

   $ 6,336,371      $ 10,376,198  
  

 

 

    

 

 

 

Note 5. Fair Value Measurements

The following table sets forth by level within the fair value hierarchy a summary of the Plan’s investments measured at fair value on a recurring basis at December 31, 2020 and 2019.

 

     Quoted Prices in
Active Markets
for Identical
Assets (Level 1)
     Significant
Other
Observable
Inputs (Level 2)
     Significant
Unobservable
Inputs (Level
3)
     Total  

December 31, 2020

           

Mutual Funds

   $ 19,477,957      $ —        $ —        $ 19,477,957  

People’s United Financial, Inc. Common Stock

     6,336,371        —          —          6,336,371  
  

 

 

    

 

 

    

 

 

    

 

 

 

Total investments in fair value hierarchy

   $ 25,814,328      $ —        $ —        $ 25,814,328  
  

 

 

    

 

 

    

 

 

    

 

 

 

Investments in collective investment trusts (1)

     —          —          —          28,972,363  

Investment in trust (2)

     —          —          —          7,254,087  
  

 

 

    

 

 

    

 

 

    

 

 

 

Total investments at fair value

   $ 25,814,328      $ —        $ —        $ 62,040,778  
  

 

 

    

 

 

    

 

 

    

 

 

 

December 31, 2019

           

Mutual Funds

   $ 22,435,362      $ —        $ —        $ 22,435,362  

People’s United Financial, Inc. Common Stock

     10,376,198        —                 10,376,198  
  

 

 

    

 

 

    

 

 

    

 

 

 

Total investments in fair value hierarchy

   $ 32,811,560      $ —        $ —        $ 32,811,560  
  

 

 

    

 

 

    

 

 

    

 

 

 

Investments in collective investment trusts (1)

     —          —          —          30,865,472  

Investment in trust (2)

     —          —          —          8,222,907  
  

 

 

    

 

 

    

 

 

    

 

 

 

Total investments at fair value

   $ 32,811,560      $ —        $ —        $ 71,899,939  
  

 

 

    

 

 

    

 

 

    

 

 

 

 

(1)

Investments measured at NAV per share (or its equivalent) as a practical expedient have not been classified in the fair value hierarchy. The fair value amounts presented in the above table are intended to permit reconciliation of the fair value hierarchy to the line items presented in the Statement of Net Assets in Liquidation Available for Benefits.

(2)

Investments measured at contract values have not been classified in the fair value hierarchy. The amounts presented in the above table are intended to permit reconciliation of the fair value hierarchy to the line items presented in the Statement of Net Assets in Liquidation Available for Benefit.

 

10


Note 6. Guaranteed Investment Contract

The Principal Fixed Income Guaranteed Option is a fully benefit-responsive guaranteed general-account backed group annuity contract, issued by Principal Life Insurance Company (Principal Life) to Principal Trust Company as custodian. Principal Life guaranteed interest accounts are reported at contract value which is the aggregation of contributions, plus interest, less withdrawals and administrative expenses. A rate of interest contractually guaranteed by Principal Life is credited to participant account balances and the rate may not be less than 1%.

Certain events limit the Plan’s ability to transact at contract value with Principal Life. Such events include the following: amendments to the Plan documents (including complete or partial plan termination or merger with another plan), termination of any record-keeping arrangement, service agreement or other agreement between Principal and the Plan, or termination of the investment contract. No redemption fees, early withdrawal charges, or market value adjustments are charged on participant transfers of assets into or out of the contract. A surrender of the Plan’s interest or initiated transfer in this contract is subject to either a 12-month advance notice or a 5% surrender charge. Notification of the Plan’s intent to terminate its interest may be revoked within 90 days of Principal’s receipt of such notice, after which time, the notice becomes irrevocable. The Plan Administrator does not believe that any events that would limit the Plan’s ability to transact at contract value with Plan participants or the issuer are probable of occurring. The balance in the Principal Fixed Income Guaranteed Option contract was $7,254,087 and $8,222,907 at December 31, 2020 and 2019, respectively.

Note 7. Loans Payable

In 2005, the ESOP entered into a term loan agreement with the Company (Plan Sponsor) to borrow enough to purchase up to 699,660 shares of the Company’s common stock. Through 2006, the plan borrowed $7,884,254 and the proceeds of the loan were used to purchase 699,659 shares of the Company’s common stock. Unallocated shares were collateral for the loan. The agreement provided for the loan to be repaid over ten years. The loan bore interest at the prime rate plus one percentage point as published in the Wall Street Journal. At December 31, 2014, prime plus one was 4.25%. This loan matured and was paid in full on December 31, 2014.

On March 3, 2011, the Company completed the “second step” conversion from a mutual holding company structure to a stock holding company structure. The Plan borrowed $7,071,039 from the Company to purchase 684,395 shares of common stock in the open market. Unallocated shares were collateral for the loan. The loan bore interest at the prime rate plus one percentage point as published in the Wall Street Journal. This loan was scheduled to mature on December 31, 2040. The loan was fully repaid during 2019 in connection with the merger and termination of the Plan.

Note 8. Plan Termination

The Bank has the right under the Plan to discontinue its contributions at any time and to terminate the Plan subject to the provisions set forth in ERISA. The Plan was terminated effective October 27, 2019.

Note 9. Federal Income Tax Status

The Internal Revenue Service has determined and informed the Bank by a letter dated May 26, 2017, that the Plan and related trust were designed in accordance with the applicable regulations of the IRC. Although the Plan has been amended since receiving the determination letter, the Plan administrator and the Plan’s tax counsel believe that the Plan is designed, and is currently being operated, in compliance with the applicable requirements of the IRC and, therefore, believe that the Plan is qualified, and the related trust is tax-exempt. Therefore, no provision for income taxes has been included in the Plan’s financial statements. In accordance with U.S. GAAP, the Plan Administrator has evaluated the Plan’s tax positions and concluded that the Plan has taken no uncertain tax positions that require adjustments to or disclosures in these financial statements. The Plan is subject to routine audits by tax authorities; however, there are currently no audits for any tax periods in progress.

 

11


Note 10. Related Party Transactions

The Trustees manage certain Plan investment options. These transactions qualify as exempt party-in-interest transactions.

The Plan holds common shares of People’s United Financial, Inc., the Plan sponsor. These transactions qualify as exempt party-in-interest transactions. Notes receivable from participants also qualify as exempt party-in-interest transactions.

Note 11. Subsequent Events

The Trustee of the Plan has evaluated subsequent events through June 25, 2021, which represents the date that the financial statements were available to be issued.

On February 22, 2021, PUFI and M&T Bank Corporation (“M&T”) announced that they have entered into a definitive agreement under which M&T will acquire PUFI, pursuant to which PUFI will merge with and into M&T. The merger is expected to close in the fourth quarter of 2021, subject to the satisfaction of customary closing conditions, including receipt of regulatory approvals.

The global economic uncertainty associated with the COVID-19 pandemic has resulted in significant volatility in global financial markets. This volatility has affected, and may continue to affect, the value of the Plan’s net assets available for benefits. The effects of economic and market conditions subsequent to December 31, 2020 are not reflected in these financial statements and future effects on the Plan’s net assets available for benefits cannot be predicted due to uncertainty regarding the duration and scope of the pandemic and other changing market conditions.

 

12


THE UNITED BANK 401(K) PLAN

EIN: 06-1213065 PN: 020

FORM 5500, SCHEDULE H, PART IV, LINE 4i-SCHEDULE OF ASSETS

(HELD AT END OF YEAR) December 31, 2020

 

(a)   

(b) Identity of Issue, Borrower, Lessor, or Similar Party

  

(c) Description of Investment,

Including Maturity Date, Rate of

Interest, Collateral, Par or Maturity

Value

   Number of
Shares/

Units
     (d) Cost      (e) Current
Value
 

**

  

People’s United Financial, Inc.

  

Common Stock

     490,052        *      $ 6,336,371  

**

  

Fixed Income Guaranteed Option

  

Insurance Contract

     510,343        *        7,254,087  
  

American Beacon Large Cap VL Inst. Fund

  

Mutual Fund

     73,177        *        1,798,691  
  

American Funds EuroPacific Growth Fund

  

Mutual Fund

     31,598        *        2,189,745  
  

Metropolitan West Total Return Bond Plan

  

Mutual Fund

     101,418        *        1,063,874  
  

T. Rowe Price Blue Chip Growth Fund

  

Mutual Fund

     42,391        *        7,016,495  
  

Vanguard Total Bond Market Index Adm Fund

  

Mutual Fund

     41,068        *        477,215  
  

Vanguard Institutional Index Institutional Fund

  

Mutual Fund

     9,251        *        3,066,449  
  

Vanguard Ext Mk Index Adm Fund

  

Mutual Fund

     26,673        *        3,327,477  
  

Vanguard Total International Stock Index Adm Fund

  

Mutual Fund

     16,575        *        538,011  
  

T. Rowe Price Retirement Balance Trust Cl A

  

Collective Investment Trust

     22,882        *        408,222  
  

T. Rowe Price Retirement 2005 Trust Cl A

  

Collective Investment Trust

     1,648        *        30,251  
  

T. Rowe Price Retirement 2010 Trust Cl A

  

Collective Investment Trust

     19,503        *        377,585  
  

T. Rowe Price Retirement 2015 Trust Cl A

  

Collective Investment Trust

     39,968        *        834,531  
  

T. Rowe Price Retirement 2020 Trust Cl A

  

Collective Investment Trust

     127,861        *        2,874,311  
  

T. Rowe Price Retirement 2025 Trust Cl A

  

Collective Investment Trust

     199,068        *        4,809,495  
  

T. Rowe Price Retirement 2030 Trust Cl A

  

Collective Investment Trust

     184,991        *        4,757,974  
  

T. Rowe Price Retirement 2035 Trust Cl A

  

Collective Investment Trust

     149,618        *        4,033,696  
  

T. Rowe Price Retirement 2040 Trust Cl A

  

Collective Investment Trust

     99,359        *        2,773,117  
  

T. Rowe Price Retirement 2045 Trust Cl A

  

Collective Investment Trust

     134,981        *        3,809,162  
  

T. Rowe Price Retirement 2050 Trust Cl A

  

Collective Investment Trust

     79,158        *        2,231,455  
  

T. Rowe Price Retirement 2055 Trust Cl A

  

Collective Investment Trust

     55,353        *        1,558,193  
  

T. Rowe Price Retirement 2060 Trust Cl A

  

Collective Investment Trust

     26,194        *        474,371  

**

  

Participant Loans

  

Interest rate ranges 1.85% to 6.50% maturities through 2034

        *        779,491  
              

 

 

 
               $ 62,820,269  
              

 

 

 

 

*

Participant-directed investment; the disclosure of cost is not required

**

Party-in-interest

See report of independent registered public accounting firm

 

13


SIGNATURE

The Plan

Pursuant to the requirements of the Securities and Exchange Act of 1934, the trustees (or other persons who administer the employee benefit plan) have duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized.

THE UNITED BANK 401(k) PLAN

 

    BY:   People’s United Bank, N.A.
Date: June 25, 2021     By:  

/s/ Jeffrey Hoyt

    Name:   Jeffrey Hoyt
    Title:   Senior Vice President and Chief Accounting Officer

EXHIBIT INDEX

 

23.    Consent of Independent Registered Public Accounting Firm