ISBC - 06.30.2012 - 10Q
Table of Contents

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
 
FORM 10-Q
 
x
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended: June 30, 2012
Commission file number: 0-51557
 
Investors Bancorp, Inc.
(Exact name of registrant as specified in its charter)
 
Delaware
 
22-3493930
(State or other jurisdiction of
incorporation or organization)
 
(I.R.S. Employer
Identification Number)
 
 
101 JFK Parkway, Short Hills, New Jersey
 
07078
(Address of Principal Executive Offices)
 
Zip Code
(973) 924-5100
(Registrant’s telephone number, including area code)
 
Indicate by check mark whether the registrant (1) has filed all the reports 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 report), and (2) has been subject to such filing requirements for the past 90 days.    YES  x    NO  o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act.
 
Large accelerated filer
x
  
Accelerated filer
o
 
 
 
 
 
Non-accelerated filer
o  (Do not check if smaller reporting company)
  
Smaller reporting company
o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act)    Yes  o    No  x
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  x    No  o
As of August 1, 2012 there were 111,905,861 shares of the Registrant’s common stock, par value $0.01 per share, outstanding, of which 65,396,235 shares, or 58.4% of the Registrant’s outstanding common stock, were held by Investors Bancorp, MHC, the Registrant’s mutual holding company.


Table of Contents

Investors Bancorp, Inc.
FORM 10-Q
Index
 
 
 
 
 
 
Page
Part I. Financial Information
 
 
 
Item 1.
Financial Statements
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Item 2.
 
 
 
Item 3.
 
 
 
Item 4.
 
 
 
 
Item 1.
 
 
 
Item 1A.
 
 
 
Item 2.
 
 
 
Item 3.
 
 
 
Item 4.
 
 
 
Item 5.
 
 
 
Item 6.
 
 
 
 


Table of Contents

INVESTORS BANCORP, INC. AND SUBSIDIARIES
Consolidated Balance Sheets
June 30, 2012 (unaudited) and December 31, 2011
 
 
June 30,
2012
 
December 31,
2011
 
(In thousands)
ASSETS
 
 
 
Cash and cash equivalents
$
112,269

 
90,139

Securities available-for-sale, at estimated fair value
1,323,499

 
983,715

Securities held-to-maturity, net (estimated fair value of $238,756 and $311,860 at June 30, 2012 and December 31, 2011, respectively)
220,057

 
287,671

Loans receivable, net
9,180,402

 
8,794,211

Loans held-for-sale
33,728

 
18,847

Stock in the Federal Home Loan Bank
131,526

 
116,813

Accrued interest receivable
39,783

 
40,063

Other real estate owned
8,205

 
3,081

Office properties and equipment, net
75,668

 
60,555

Net deferred tax asset
136,402

 
133,526

Bank owned life insurance
111,000

 
112,990

Intangible assets
56,591

 
39,225

Other assets
52,442

 
20,749

 
$
11,481,572

 
10,701,585

LIABILITIES AND STOCKHOLDERS’ EQUITY
 
 
 
Liabilities:
 
 
 
Deposits
$
7,902,648

 
$
7,362,003

Borrowed funds
2,365,700

 
2,255,486

Advance payments by borrowers for taxes and insurance
51,722

 
43,434

Other liabilities
136,597

 
73,222

Total liabilities
10,456,667

 
9,734,145

Commitments and contingencies

 

Stockholders’ equity:
 
 
 
Preferred stock, $0.01 par value, 50,000,000 authorized shares; none issued

 

Common stock, $0.01 par value, 200,000,000 shares authorized; 118,020,280 issued; 111,905,861 and 110,937,672 outstanding at June 30, 2012 and December 31, 2011, respectively
532

 
532

Additional paid-in capital
531,747

 
536,408

Retained earnings
604,604

 
561,596

Treasury stock, at cost; 6,114,419 and 7,082,608 shares at June 30, 2012 and December 31, 2011, respectively
(73,817
)
 
(87,375
)
Unallocated common stock held by the employee stock ownership plan
(31,906
)
 
(32,615
)
Accumulated other comprehensive loss
(6,255
)
 
(11,106
)
Total stockholders’ equity
1,024,905

 
967,440

Total liabilities and stockholders’ equity
$
11,481,572

 
10,701,585

See accompanying notes to consolidated financial statements.

1

Table of Contents

INVESTORS BANCORP, INC. AND SUBSIDIARIES
Consolidated Statements of Operations
(Unaudited)
 
For the Three Months
Ended June 30,
 
For the Six Months
Ended June 30,
 
2012
 
2011
 
2012
 
2011
 
(Dollars in thousands, except per share data)
Interest and dividend income:
 
 
 
 
 
 
 
Loans receivable and loans held-for-sale
$
112,277

 
108,837

 
$
222,529

 
$
212,318

Securities:
 
 
 
 
 
 
 
Equity
6

 

 
6

 

Government-sponsored enterprise obligations
4

 
98

 
11

 
267

Mortgage-backed securities
8,125

 
7,570

 
16,419

 
15,145

Municipal bonds and other debt
1,255

 
1,272

 
2,513

 
2,628

Interest-bearing deposits
7

 
6

 
21

 
23

Federal Home Loan Bank stock
1,263

 
894

 
2,654

 
1,976

Total interest and dividend income
122,937

 
118,677

 
244,153

 
232,357

Interest expense:
 
 
 
 
 
 
 
Deposits
16,406

 
19,833

 
34,739

 
39,821

Secured borrowings
14,971

 
16,429

 
30,123

 
32,384

Total interest expense
31,377

 
36,262

 
64,862

 
72,205

Net interest income
91,560

 
82,415

 
179,291

 
160,152

Provision for loan losses
19,000

 
18,500

 
32,000

 
35,500

Net interest income after provision for loan losses
72,560

 
63,915

 
147,291

 
124,652

Non-interest income
 
 
 
 
 
 
 
Fees and service charges
4,217

 
3,804

 
9,183

 
7,582

Income on bank owned life insurance
550

 
1,067

 
1,214

 
1,716

Gain on loan transactions, net
4,794

 
1,655

 
8,683

 
3,910

Gain (loss) on securities transactions
72

 
(341
)
 
30

 
(318
)
Loss on sale of other real estate owned, net
(71
)
 
(106
)
 
(71
)
 
(106
)
Other income
1,018

 
90

 
1,896

 
206

Total non-interest income
10,580

 
6,169

 
20,935

 
12,990

Non-interest expense
 
 
 
 
 
 
 
Compensation and fringe benefits
24,609

 
20,624

 
51,020

 
42,674

Advertising and promotional expense
1,929

 
1,389

 
3,441

 
2,766

Office occupancy and equipment expense
7,402

 
7,637

 
17,473

 
13,866

Federal insurance premiums
1,950

 
2,700

 
3,900

 
5,400

Stationery, printing, supplies and telephone
865

 
841

 
2,081

 
1,630

Professional fees
1,442

 
1,148

 
5,884

 
2,159

Data processing service fees
2,962

 
2,132

 
7,511

 
4,064

Other operating expenses
3,717

 
3,386

 
8,021

 
5,914

Total non-interest expenses
44,876

 
39,857

 
99,331

 
78,473

Income before income tax expense
38,264

 
30,227

 
68,895

 
59,169

Income tax expense
14,292

 
10,604

 
25,988

 
21,332

Net income
$
23,972

 
19,623

 
$
42,907

 
$
37,837

Basic and diluted earnings per share
0.22

 
0.18

 
0.40

 
0.35

Weighted average shares outstanding
 
 
 
 
 
 
 
Basic
107,374,863

 
108,482,969

 
107,316,336

 
108,525,151

Diluted
107,573,128

 
108,730,300

 
107,491,267

 
108,696,361


2

Table of Contents

See accompanying notes to consolidated financial statements.

3

Table of Contents

INVESTORS BANCORP, INC. AND SUBSIDIARIES
Consolidated Statements of Comprehensive Income
(Unaudited)
 
 
For the Three Months
Ended June 30,
 
For the Six Months
Ended June 30,
 
2012
 
2011
 
2012
 
2011
 
(In thousands)
Net income
$
23,972

 
19,623

 
$
42,907

 
$
37,837

Other comprehensive income (loss), net of tax:
 
 
 
 
 
 
 
Change in funded status of retirement obligations
71

 
50

 
143

 
102

Unrealized gain on securities available-for-sale
2,742

 
4,826

 
4,249

 
3,562

Reclassification adjustment for security gains (losses) included in net income
22

 
(691
)
 
22

 
(691
)
Other-than-temporary impairment accretion on debt securities
219

 
218

 
437

 
436

Total other comprehensive income
3,054

 
4,403

 
4,851

 
3,409

Total comprehensive income
$
27,026

 
24,026

 
$
47,758

 
$
41,246

See accompanying notes to consolidated financial statements.

4

Table of Contents

INVESTORS BANCORP, INC. & SUBSIDIARIES
Consolidated Statements of Stockholder’s Equity
Six months ended June 30, 2012 and 2011
(Unaudited)
 
Common
stock
 
Additional
paid-in
capital
 
Retained
earnings
 
Treasury
stock
 
Unallocated
Common Stock
Held by ESOP
 
Accumulated
other
comprehensive
loss
 
Total
stockholders’
equity
 
(In thousands)
Balance at December 31, 2010
$
532

 
533,720

 
483,269

 
(62,033
)
 
(34,033
)
 
(20,176
)
 
901,279

Net income

 

 
37,837

 

 

 

 
37,837

Other comprehensive income, net of tax

 

 

 

 

 
3,409

 
3,409

Purchase of treasury stock (635,201 shares)

 

 

 
(8,742
)
 

 

 
(8,742
)
Treasury stock allocated to restricted stock plan

 
(6,588
)
 
(559
)
 
7,147

 

 

 

Compensation cost for stock options and restricted stock

 
4,872

 

 

 

 

 
4,872

ESOP shares allocated or committed to be released

 
290

 

 

 
709

 

 
999

Balance at June 30, 2011
$
532

 
532,294

 
520,547

 
(63,628
)
 
(33,324
)
 
(16,767
)
 
939,654

Balance at December 31, 2011
$
532

 
536,408

 
561,596

 
(87,375
)
 
(32,615
)
 
(11,106
)
 
967,440

Net income

 

 
42,907

 

 

 

 
42,907

Other comprehensive income, net of tax

 

 

 

 

 
4,851

 
4,851

Common stock issued from treasury to finance acquisition (551,862 shares)

 

 
(142
)
 
7,703

 

 

 
7,561

Purchase of treasury stock (54,673 shares)

 

 

 
(806
)
 

 

 
(806
)
Treasury stock allocated to restricted stock plan

 
(6,904
)
 
243

 
6,661

 

 

 

Compensation cost for stock options and restricted stock

 
1,796

 

 

 

 

 
1,796

Net tax benefit from stock-based compensation

 
103

 

 

 

 

 
103

ESOP shares allocated or committed to be released

 
344

 

 

 
709

 

 
1,053

Balance at June 30, 2012
$
532

 
531,747

 
604,604

 
(73,817
)
 
(31,906
)
 
(6,255
)
 
1,024,905

See accompanying notes to consolidated financial statements
 
 
 
 
 
 
 
 
 
 
 



5

Table of Contents

INVESTORS BANCORP, INC. AND SUBSIDIARIES
Consolidated Statements of Cash Flows
 
 
Six Months Ended June 30,
 
2012
 
2011
 
(In thousands)
Cash flows from operating activities:
 
 
 
Net income
$
42,907

 
37,837

Adjustments to reconcile net income to net cash provided by operating activities:
 
 
 
ESOP and stock-based compensation expense
2,849

 
5,871

Amortization of premiums and accretion of discounts on securities, net
5,786

 
2,597

Amortization of premiums and accretion of fees and costs on loans, net
4,139

 
2,886

Amortization of intangible assets
716

 
782

Provision for loan losses
32,000

 
35,500

Depreciation and amortization of office properties and equipment
3,249

 
3,340

Gain (loss) on securities, net
(30
)
 
318

Mortgage loans originated for sale
(404,762
)
 
(188,030
)
Proceeds from mortgage loan sales
397,643

 
205,807

Gain on sales of mortgage loans, net
(7,762
)
 
(2,689
)
Loss on sale of other real estate owned
71

 
106

Gain on sale of branches

 
(72
)
Income on bank owned life insurance
(1,214
)
 
(1,716
)
Decrease in accrued interest receivable
1,360

 
136

Deferred tax benefit
(2,172
)
 
(6,235
)
(Increase) decrease in other assets
(28,909
)
 
8,385

Increase (decrease) in other liabilities
58,832

 
(3,214
)
Total adjustments
61,796

 
63,772

Net cash provided by operating activities
104,703

 
101,609

Cash flows from investing activities:
 
 
 
Purchases of loans receivable
(314,308
)
 
(376,381
)
Net repayments (originations) of loans receivable
9,713

 
(224,258
)
Proceeds from sale of loans held for investment
53,862

 
1,221

Gain on disposition of loans held for investment
(921
)
 
(1,221
)
Net proceeds from sale of foreclosed real estate
1,641

 
1,068

Purchases of debt securities held-to-maturity

 
(1,337
)
Purchases of mortgage-backed securities available-for-sale
(481,728
)
 
(264,197
)
Proceeds from paydowns/maturities on mortgage-backed securities held-to-maturity
57,024

 
90,838

Proceeds from calls/maturities on debt securities held-to-maturity
11,753

 
20,499

Proceeds from paydowns/maturities on mortgage-backed securities available-for-sale
144,741

 
86,383

Proceeds from sale of mortgage-backed securities held-to-maturity
680

 
21,355

Proceeds from sales of mortgage-backed securities available-for-sale
167,443

 
36,972

Redemption of equity securities available-for-sale
85

 

Proceeds from redemptions of Federal Home Loan Bank stock
56,495

 
37,386

Purchases of Federal Home Loan Bank stock
(69,637
)
 
(75,334
)
Purchases of office properties and equipment
(13,212
)
 
(5,404
)

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Table of Contents

Death benefit proceeds from bank owned life insurance
3,204

 
7,188

Cash paid, net of consideration received for branch sale

 
(64,612
)
Cash received, net of cash consideration paid for acquisitions
27,741

 

Net cash used in investing activities
(345,424
)
 
(709,834
)
Cash flows from financing activities:
 
 
 
Net increase in deposits
154,786

 
117,176

Repayments of funds borrowed under other repurchase agreements
(90,000
)
 
(250,000
)
Net increase in other borrowings
192,014

 
758,986

Net increase in advance payments by borrowers for taxes and insurance
6,754

 
7,392

Purchase of treasury stock
(806
)
 
(8,742
)
Net tax benefit from stock-based compensation
103

 

Net cash provided by financing activities
262,851

 
624,812

Net increase in cash and cash equivalents
22,130

 
16,587

Cash and cash equivalents at beginning of period
90,139

 
76,224

Cash and cash equivalents at end of period
$
112,269

 
92,811

Supplemental cash flow information:
 
 
 
Noncash investing activities:
 
 
 
Real estate acquired through foreclosure
$
6,836

 
423

Cash paid during the year for:
 
 
 
    Interest
$
65,822

 
73,142

    Income taxes
$
32,321

 
26,255

Fair value of assets acquired
$
391,135

 

Goodwill and core deposit intangible
$
16,805

 

Liabilities assumed
$
(400,379
)
 

Common stock issued for Brooklyn Federal Savings Bank acquisition
$
(7,561
)
 

See accompanying notes to consolidated financial statements.

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Table of Contents

INVESTORS BANCORP, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
 
1.Basis of Presentation
The consolidated financial statements are comprised of the accounts of Investors Bancorp, Inc. and its wholly owned subsidiaries, including Investors Bank (the “Bank”) and the Bank’s wholly-owned subsidiaries (collectively, the “Company”).
In the opinion of management, all the adjustments (consisting of normal and recurring adjustments) necessary for the fair presentation of the consolidated financial condition and the consolidated results of operations for the unaudited periods presented have been included. The results of operations and other data presented for the three and six month period ended June 30, 2012 are not necessarily indicative of the results of operations that may be expected for subsequent periods or the full year results.
Certain information and note disclosures usually included in financial statements prepared in accordance with U.S. generally accepted accounting principles (U.S. GAAP) have been condensed or omitted pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) for the preparation of the Form 10-Q. The consolidated financial statements presented should be read in conjunction with the Company’s audited consolidated financial statements and notes to consolidated financial statements included in the Company’s December 31, 2011 Annual Report on Form 10-K. Certain reclassifications have been made to prior year amounts to conform to current year presentation.
 
2.Business Combinations
On June 14, 2012, the Company announced the signing of a definitive merger agreement under which the Company will acquire Marathon Banking Corporation for approximately $135 million in cash consideration. The merger has been approved by the board of directors of each company and is expected to close in the fourth quarter of 2012, subject to customary closing conditions including regulatory approvals.  
On January 6, 2012, the Company completed the acquisition of Brooklyn Federal Bancorp, Inc. (“BFSB”), the holding company of Brooklyn Federal Savings Bank, a federally chartered savings bank with five full-service branches in Brooklyn and Long Island. After the purchase accounting adjustments, the Company assumed $385.9 million in customer deposits and acquired $177.5 million in loans. This transaction resulted in $16.5 million of goodwill and generated $218,000 in core deposit intangibles. The acquisition was accounted for under the acquisition method of accounting as prescribed by Accounting Standard Codification (“ASC”) 805 “Business Combinations”, as amended. Accordingly, BFSB’s results of operations have been included in the Company’s results of operations as of the date of acquisition. Under this method of accounting, the purchase price has been allocated to the respective assets acquired and liabilities assumed based on their estimated fair values, net of applicable income tax effects. The excess cost over fair value of net assets acquired has been recorded as goodwill. The purchase price of $10.3 million was paid through a combination of the Company’s common stock (551,862 shares), issued to Investors Bancorp, MHC, and cash of $2.9 million. Brooklyn Federal Savings Bank was merged into the Bank as of the acquisition date. In a separate transaction the Company sold most of Brooklyn Federal Savings Bank’s commercial real estate loan portfolio to a real estate investment fund on January 10, 2012.

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

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Table of Contents

 
At January 6,
2012
 
(In millions)
Cash and cash equivalents, net
$
27.7

Securities available-for-sale
170.4

Loans receivable
177.5

Accrued interest receivable
1.1

Office properties and equipment, net
5.2

Goodwill
16.5

Intangible assets
0.2

Other assets
9.3

Total assets acquired
407.9

Deposits
(385.9
)
Borrowed funds
(8.2
)
Other liabilities
(6.2
)
Total liabilities assumed
(400.3
)
Net assets acquired
$
7.6

The fair value estimates are considered preliminary, and are subject to change for up to one year after closing date of the transactions as additional information relative to closing dates fair values becomes available. As the Company finalizes its analysis of these assets, there may be adjustments to the recorded carrying values.
 
3.
Earnings Per Share
The following is a summary of our earnings per share calculations and reconciliation of basic to diluted earnings per share.
 
 
For the Three Months Ended June 30,
 
2012
 
2011
 
Income
 
Shares
 
Per Share
Amount
 
Income
 
Shares
 
Per Share
Amount
 
(Dollars in thousands, except per share data)
Net Income
$
23,972

 
 
 
 
 
$
19,623

 
 
 
 
Basic earnings per share:
 
 
 
 
 
 
 
 
 
 
 
Income available to common stockholders
$
23,972

 
107,374,863

 
$
0.22

 
$
19,623

 
108,482,969

 
$
0.18

Effect of dilutive common stock equivalents

 
198,265

 
 
 

 
247,331

 
 
Diluted earnings per share:
 
 
 
 
 
 
 
 
 
 
 
Income available to common stockholders
$
23,972

 
107,573,128

 
$
0.22

 
$
19,623

 
108,730,300

 
$
0.18

For the three months ended June 30, 2012 and June 30, 2011 there were 3.7 million and 4.3 million equity awards, respectively, that could potentially dilute basic earnings per share in the future that were not included in the computation of diluted earnings per share because to do so would have been anti-dilutive for the periods presented.


9

Table of Contents

 
For the Six Months Ended June 30,
 
2012
 
2011
 
Income
 
Shares
 
Per Share
Amount
 
Income
 
Shares
 
Per Share
Amount
 
(Dollars in thousands, except per share data)
Net Income
$
42,907

 
 
 
 
 
$
37,837

 
 
 
 
Basic earnings per share:
 
 
 
 
 
 
 
 
 
 
 
Income available to common stockholders
$
42,907

 
107,316,336

 
$
0.40

 
$
37,837

 
108,525,151

 
$
0.35

Effect of dilutive common stock equivalents

 
174,931

 
 
 

 
171,210

 
 
Diluted earnings per share:
 
 
 
 
 
 
 
 
 
 
 
Income available to common stockholders
$
42,907

 
107,491,267

 
$
0.40

 
$
37,837

 
108,696,361

 
$
0.35

For the six months ended June 30, 2012 and June 30, 2011, there were 4.3 million and 4.9 million equity awards, respectively, that could potentially dilute basic earnings per share in the future that were not included in the computation of diluted earnings per share because to do so would have been anti-dilutive for the periods presented.

4.
Securities
The amortized cost, gross unrealized gains and losses and estimated fair value of securities available-for-sale and held-to-maturity for the dates indicated are as follows:
 

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At June 30, 2012
 
Amortized
cost
 
Gross
unrealized
gains
 
Gross
unrealized
losses
 
Estimated
fair value
 
(In thousands)
Available-for-sale:
 
 
 
 
 
 
 
Equity securities
$
2,340

 
577

 

 
2,917

Debt securities:
 
 
 
 
 
 
 
Government-sponsored enterprises
3,056

 

 
11

 
3,045

Mortgage-backed securities:
 
 
 
 
 
 
 
Federal Home Loan Mortgage Corporation
557,597

 
7,452

 
159

 
564,890

Federal National Mortgage Association
722,525

 
15,403

 
43

 
737,885

Government National Mortgage Association
6,172

 
113

 

 
6,285

Non-agency securities
8,253

 
224

 

 
8,477

Total mortgage-backed securities available-for-sale
1,294,547

 
23,192

 
202

 
1,317,537

Total available-for-sale
1,299,943

 
23,769

 
213

 
1,323,499

Held-to-maturity:
 
 
 
 
 
 
 
Debt securities:
 
 
 
 
 
 
 
Government-sponsored enterprises
160

 
2

 

 
162

Municipal bonds
6,558

 
1,042

 

 
7,600

Corporate and other debt securities
27,196

 
11,039

 
3,664

 
34,571

Total debt securities held-to-maturity
33,914

 
12,083

 
3,664

 
42,333

Mortgage-backed securities:
 
 
 
 
 
 
 
Federal Home Loan Mortgage Corporation
83,541

 
3,905

 
11

 
87,435

Federal National Mortgage Association
82,144

 
5,875

 

 
88,019

Government National Mortgage Association
1,280

 
198

 

 
1,478

Federal housing authorities
1,944

 
15

 

 
1,959

Non-agency securities
17,234

 
298

 

 
17,532

Total mortgage-backed securities held-to-maturity
186,143

 
10,291

 
11

 
196,423

Total held-to-maturity
220,057

 
22,374

 
3,675

 
238,756

Total securities
$
1,520,000

 
46,143

 
3,888

 
1,562,255


11

Table of Contents

 
At December 31, 2011
 
Amortized
cost
 
Gross
unrealized
gains
 
Gross
unrealized
losses
 
Estimated
fair value
 
(In thousands)
Available-for-sale:
 
 
 
 
 
 
 
Equity securities
$
1,941

 
24

 

 
1,965

Mortgage-backed securities:
 
 
 
 
 
 
 
Federal Home Loan Mortgage Corporation
389,295

 
6,194

 
7

 
395,482

Federal National Mortgage Association
557,746

 
10,261

 
89

 
567,918

Government National Mortgage Association
7,212

 
101

 

 
7,313

Non-agency securities
10,782

 
255

 

 
11,037

Total mortgage-backed securities available-for-sale
965,035

 
16,811

 
96

 
981,750

Total available-for-sale
966,976

 
16,835

 
96

 
983,715

Held-to-maturity:
 
 
 
 
 
 
 
Debt securities:
 
 
 
 
 
 
 
Government-sponsored enterprises
174

 
1

 

 
175

Municipal bonds
18,001

 
846

 

 
18,847

Corporate and other debt securities
25,511

 
13,846

 
2,651

 
36,706

Total debt securities held-to-maturity
43,686

 
14,693

 
2,651

 
55,728

Mortgage-backed securities:
 
 
 
 
 
 
 
Federal Home Loan Mortgage Corporation
112,540

 
4,878

 
21

 
117,397

Federal National Mortgage Association
103,823

 
6,764

 

 
110,587

Government National Mortgage Association
1,382

 
203

 

 
1,585

Federal housing authorities
2,077

 
60

 

 
2,137

Non-agency securities
24,163

 
302

 
39

 
24,426

Total mortgage-backed securities held-to-maturity
243,985

 
12,207

 
60

 
256,132

Total held-to-maturity
287,671

 
26,900

 
2,711

 
311,860

Total securities
$
1,254,647

 
43,735

 
2,807

 
1,295,575

Our investment portfolio is comprised primarily of fixed rate mortgage-backed securities guaranteed by a Government Sponsored Enterprise (“GSE”) as issuer. Substantially all of our non-GSE issuance securities have a AAA credit rating and they have performed similarly to our GSE issuance securities. The current credit quality concerns in the mortgage market have not had a significant impact on our non-GSE securities. Current market conditions have not significantly impacted the pricing of our portfolio or our ability to obtain reliable prices. See note 10 for further discussion on the valuation of securities.

Gross unrealized losses on securities and the estimated fair value of the related securities, aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position at June 30, 2012 and December 31, 2011, was as follows:
 

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Table of Contents

 
June 30, 2012
 
Less than 12 months
 
12 months or more
 
Total
 
Estimated
fair value
 
Unrealized
losses
 
Estimated
fair value
 
Unrealized
losses
 
Estimated
fair value
 
Unrealized
losses
 
(In thousands)
Available-for-sale:
 
 
 
 
 
 
 
 
 
 
 
Debt securities:
 
 
 
 
 
 
 
 
 
 
 
Government-sponsored enterprises
$
3,045

 
11

 

 

 
3,045

 
11

Total debt securities available-for-sale
3,045

 
11

 

 

 
3,045

 
11

Mortgage-backed securities:
 
 
 
 
 
 
 
 
 
 


Federal Home Loan Mortgage Corporation
61,266

 
159

 

 

 
61,266

 
159

Federal National Mortgage Association
56,558

 
43

 

 

 
56,558

 
43

Total mortgage-backed securities available-for-sale
117,824

 
202

 

 

 
117,824

 
202

Total available-for-sale
120,869

 
213

 

 

 
120,869

 
213

Held-to-maturity:
 
 
 
 
 
 
 
 
 
 
 
Debt securities:
 
 
 
 
 
 
 
 
 
 
 
Corporate and other debt securities
1,618

 
468

 
1,012

 
3,196

 
2,630

 
3,664

Total debt securities held-to-maturity
1,618

 
468

 
1,012

 
3,196

 
2,630

 
3,664

Mortgage-backed securities:
 
 
 
 
 
 
 
 
 
 
 
Federal Home Loan Mortgage Corporation
7,915

 
11

 

 

 
7,915

 
11

Total mortgage-backed securities held-to-maturity
7,915

 
11

 

 

 
7,915

 
11

Total held-to-maturity
9,533

 
479

 
1,012

 
3,196

 
10,545

 
3,675

Total
$
130,402

 
692

 
1,012

 
3,196

 
131,414

 
3,888

 

13

Table of Contents

 
December 31, 2011
 
Less than 12 months
 
12 months or more
 
Total
 
Estimated
fair value
 
Unrealized
losses
 
Estimated
fair value
 
Unrealized
losses
 
Estimated
fair value
 
Unrealized
losses
 
(In thousands)
Available-for-sale:
 
 
 
 
 
 
 
 
 
 
 
Mortgage-backed securities:
 
 
 
 
 
 
 
 
 
 
 
Federal Home Loan Mortgage Corporation
$
3,485

 
7

 

 

 
3,485

 
7

Federal National Mortgage Association
27,400

 
89

 

 

 
27,400

 
89

Total mortgage-backed securities available-for-sale
30,885

 
96

 

 

 
30,885

 
96

Total available-for-sale
30,885

 
96

 

 

 
30,885

 
96

Held-to-maturity:
 
 
 
 
 
 
 
 
 
 
 
Debt securities:
 
 
 
 
 
 
 
 
 
 
 
Corporate and other debt securities
1,140

 
523

 
635

 
2,128

 
1,775

 
2,651

Total debt securities held-to-maturity
1,140

 
523

 
635

 
2,128

 
1,775

 
2,651

Mortgage-backed securities:
 
 
 
 
 
 
 
 
 
 
 
Federal Home Loan Mortgage Corporation
1,764

 
21

 

 

 
1,764

 
21

Non-agency securities
2,312

 
39

 

 

 
2,312

 
39

Total mortgage-backed securities held-to-maturity
4,076

 
60

 

 

 
4,076

 
60

Total held-to-maturity
5,216

 
583

 
635

 
2,128

 
5,851

 
2,711

Total
$
36,101

 
679

 
635

 
2,128

 
36,736

 
2,807

The gross unrealized losses in our corporate and other debt securities accounted for 94.2% of the gross unrealized losses at June 30, 2012. The estimated fair value of our corporate and other debt securities portfolio has been adversely impacted by the current economic environment, current market rates, wider credit spreads and credit deterioration subsequent to the purchase of these securities. The portfolio consists of 33 pooled trust preferred securities (“TruPS”), principally issued by banks, of which 3 securities were rated AAA and 30 securities were rated A at the date of purchase and through June 30, 2008. Subsequently, due to the adverse economic conditions, all of these securities have been downgraded below investment grade and as of June 30, 2012, 12 of the securities were in an unrealized loss position (see “OTTI” for further discussion). At June 30, 2012, the amortized cost and estimated fair values of the trust preferred portfolio was $27.2 million and $34.6 million, respectively. The Company has no intent to sell, nor is it more likely than not that the Company will be required to sell, the debt securities in an unrealized loss position before the recovery of their amortized cost basis or maturity.

The following table summarizes the Company’s pooled trust preferred securities as of June 30, 2012. The Company does not own any single-issuer trust preferred securities.
 

14

Table of Contents

(Dollars in 000’s)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Description
Class
 
Book Value
 
Fair Value
 
Unrealized
Gains (Losses)
 
Number of
Issuers
Currently
Performing
 
Current
Deferrals and
Defaults as a
% of Total
Collateral (1)
 
Expected
Deferrals and
Defaults as %
of Remaining
Collateral (2)
 
Excess
Subordination
as a % of
Performing
Collateral (3)
 
Moody’s/
Fitch Credit
Ratings
Alesco PF II
B1
 
$
234.0

 
$
290.0

 
$
56.0

 
32

 
6.50
%
 
15.98
%
 
%
 
Ca / C
Alesco PF III
B1
 
518.2

 
896.5

 
378.3

 
34

 
12.61
%
 
11.71
%
 
%
 
Ca / C
Alesco PF III
B2
 
207.4

 
358.6

 
151.2

 
34

 
12.61
%
 
11.33
%
 
%
 
Ca / C
Alesco PF IV
B1
 
295.8

 
45.2

 
(250.6
)
 
39

 
3.35
%
 
24.69
%
 
%
 
C / C
Alesco PF VI
C2
 
473.1

 
727.0

 
253.9

 
43

 
7.10
%
 
22.85
%
 
%
 
Ca / C
MM Comm III
B
 
805.1

 
2,511.1

 
1,706.0

 
5

 
26.67
%
 
12.81
%
 
12.84
%
 
Ba1 / CC
MM Comm IX
B1
 
68.7

 
15.7

 
(53.0
)
 
17

 
30.83
%
 
17.84
%
 
%
 
Ca / D
MMCaps XVII
C1
 
1,127.2

 
1,617.7

 
490.5

 
36

 
11.16
%
 
13.42
%
 
%
 
Ca / C
MMCaps XIX
C
 
433.5

 
15.0

 
(418.5
)
 
30

 
25.88
%
 
21.24
%
 
%
 
C / C
Tpref I
B
 
1,443.2

 
1,922.0

 
478.8

 
12

 
45.69
%
 
10.22
%
 
%
 
Ca / D
Tpref II
B
 
3,037.3

 
3,566.4

 
529.1

 
18

 
29.81
%
 
16.32
%
 
%
 
Caa3 / C
US Cap I
B2
 
688.8

 
1,091.7

 
402.9

 
31

 
8.83
%
 
15.13
%
 
%
 
Caa1 / C
US Cap I
B1
 
2,046.3

 
3,275.1

 
1,228.8

 
31

 
8.83
%
 
15.13
%
 
%
 
Caa1 / C
US Cap II
B1
 
1,042.8

 
1,788.5

 
745.7

 
39

 
12.90
%
 
13.27
%
 
%
 
Caa3 / C
US Cap III
B1
 
1,212.6

 
1,664.4

 
451.8

 
31

 
16.86
%
 
17.23
%
 
%
 
Ca / C
US Cap IV
B1
 
883.7

 
53.0

 
(830.7
)
 
46

 
31.71
%
 
22.69
%
 
%
 
C / D
Trapeza XII
C1
 
1,286.2

 
381.8

 
(904.4
)
 
30

 
23.19
%
 
23.13
%
 
%
 
C / C
Trapeza XIII
C1
 
1,236.0

 
991.0

 
(245.0
)
 
44

 
17.80
%
 
18.67
%
 
%
 
Ca / C
Pretsl XXIII
A1
 
648.5

 
1,278.2

 
629.7

 
64

 
20.68
%
 
21.23
%
 
31.40
%
 
A3 / BB
Pretsl XXIV
A1
 
2,383.9

 
3,906.4

 
1,522.5

 
62

 
25.22
%
 
20.76
%
 
24.85
%
 
Baa3 / BB
Pretsl IV
Mez
 
127.2

 
103.6

 
(23.6
)
 
5

 
18.05
%
 
16.08
%
 
19.00
%
 
Caa2 / CCC
Pretsl V
Mez
 
12.7

 
15.8

 
3.1

 

 
65.46
%
 
%
 
%
 
C / D
Pretsl VII
Mez
 
1,196.6

 
2,028.3

 
831.7

 
8

 
35.55
%
 
36.68
%
 
%
 
Ca / C
Pretsl XV
B1
 
782.7

 
937.8

 
155.1

 
52

 
17.50
%
 
20.98
%
 
%
 
C / C
Pretsl XVII
C
 
494.8

 
253.8

 
(241.0
)
 
34

 
19.17
%
 
26.96
%
 
%
 
C / C
Pretsl XVIII
C
 
1,129.1

 
1,305.9

 
176.8

 
54

 
19.00
%
 
15.45
%
 
%
 
Ca / C
Pretsl XIX
C
 
467.5

 
298.8

 
(168.7
)
 
49

 
14.00
%
 
20.24
%
 
%
 
C / C
Pretsl XX
C
 
241.5

 
81.8

 
(159.7
)
 
42

 
17.93
%
 
23.59
%
 
%
 
C / C
Pretsl XXI
C1
 
443.7

 
651.4

 
207.7

 
49

 
18.78
%
 
22.57
%
 
%
 
C / C
Pretsl XXIII
A-FP
 
1,186.9

 
1,760.7

 
573.8

 
95

 
19.73
%
 
16.20
%
 
18.28
%
 
B1 / B
Pretsl XXIV
C1
 
504.6

 
166.1

 
(338.5
)
 
62

 
25.22
%
 
20.76
%
 
%
 
C / C
Pretsl XXV
C1
 
254.8

 
224.3

 
(30.5
)
 
48

 
23.66
%
 
20.87
%
 
%
 
C / C
Pretsl XXVI
C1
 
281.5

 
347.6

 
66.1

 
53

 
25.83
%
 
15.37
%
 
%
 
C / C
 
 
 
$
27,195.9

 
$
34,571.2

 
$
7,375.3

 
 
 
 
 
 
 
 
 
 
 
(1)
At June 30, 2012, assumed recoveries for current deferrals and defaulted issuers ranged from 0.0% to 19.0%.
(2)
At June 30, 2012, assumed recoveries for expected deferrals and defaulted issuers ranged from 5.3% to 12.0%.
(3)
Excess subordination represents the amount of remaining performing collateral that is in excess of the amount needed to pay off a specified class of bonds and all classes senior to the specified class. Excess subordination reduces an investor’s potential risk of loss on their investment as excess subordination absorbs principal and interest shortfalls in the event underlying issuers are not able to make their contractual payments.
A portion of the Company’s securities are pledged to secure borrowings.
The contractual maturities of mortgage-backed securities generally exceed 20 years; however, the effective lives are expected to be shorter due to anticipated prepayments. Expected maturities may differ from contractual maturities due to prepayment or early call privileges of the issuer,

15

Table of Contents

therefore, mortgage-backed securities are not included in the following table. The amortized cost and estimated fair value of debt securities at June 30, 2012, by contractual maturity, are shown below.
 
 
June 30, 2012
 
Amortized
cost
 
Estimated
fair value
 
(In thousands)
Due in one year or less
$
570

 
570

Due after one year through five years
3,894

 
3,949

Due after five years through ten years
180

 
182

Due after ten years
32,326

 
40,677

Total
$
36,970

 
45,378

Other-Than-Temporary Impairment (“OTTI”)
We conduct a quarterly review and evaluation of the securities portfolio to determine if the value of any security has declined below its cost or amortized cost, and whether such decline is other-than-temporary. If a determination is made that a debt security is other-than-temporarily impaired, the Company will estimate the amount of the unrealized loss that is attributable to credit and all other non-credit related factors. The credit related component will be recognized as an other-than-temporary impairment charge in non-interest income as a component of gain (loss) on securities, net. The non-credit related component will be recorded as an adjustment to accumulated other comprehensive income, net of tax.
Through the use of a valuation specialist, we evaluate the credit and performance of each underlying issuer of our trust preferred securities by deriving probabilities and assumptions for default, recovery and prepayment/amortization for the expected cash flows for each security. At June 30, 2012, management deemed that the present value of projected cash flows for each security was greater than the book value and did not recognize any OTTI charges for the three months ended June 30, 2012. At June 30, 2012, non credit-related OTTI recorded on the previously impaired pooled trust preferred securities was $29.2 million ($17.3 million after-tax).
The following table presents the changes in the credit loss component of the impairment loss of debt securities that the Company has written down for such loss as an other-than-temporary impairment recognized in earnings.
 
 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
2012
 
2011
 
2012
 
2011
 
(In thousands)
Balance of credit related OTTI, beginning of period
$
116,381

 
119,107

 
$
117,003

 
119,809

Additions:
 
 
 
 
 
 
 
Initial credit impairments

 

 

 

Subsequent credit impairments

 

 

 

Reductions:
 
 
 
 
 
 
 
Accretion of credit loss impairment due to an increase in expected cash flows
(622
)
 
(702
)
 
(1,244
)
 
(1,404
)
Balance of credit related OTTI, end of period
$
115,759

 
118,405

 
$
115,759

 
118,405


The credit loss component of the impairment loss represents the difference between the present value of expected future cash flows and the amortized cost basis of the securities prior to considering credit losses. The beginning balance represents the credit loss component for debt securities for which other-than-temporary impairment occurred prior to the period presented. If other-than-temporary impairment is recognized in earnings for credit impaired debt securities, they would be presented as additions in two components based upon whether the current period is the first time a debt security was credit impaired (initial credit impairment) or is not the first time a debt security was credit impaired (subsequent credit impairments). The credit loss component is reduced if the Company sells, intends to sell or believes it will be required to sell previously credit impaired debt securities. Additionally, the credit loss component is reduced if (i) the Company receives the cash flows in excess of what it expected to receive over the remaining life of the credit impaired debt security, (ii) the security matures or (iii) the security is fully written down.
Realized Gains and Losses

16

Table of Contents

Gains and losses on the sale of all securities are determined using the specific identification method. For the three months ended June 30, 2012, proceeds from sales of securities from the available-for-sale portfolio were $663,000, which resulted in gross realized gains of $38,000 and no gross realized losses. During the six months ended June 30, 2012 the Company also sold $166.8 million of available-for-sale agency mortgage backed securities that were acquired in the acquisition of Brooklyn Federal Bancorp, Inc. The sales did not result in any gross realized gains or gross realized losses. In addition, the Company realized a $42,000 loss on capital distributions of equity securities during the six months ended June 30, 2012.
For the three and six months ended June 30, 2011, proceeds from sales of securities from the available-for-sale portfolio were $37.0 million, which resulted in gross realized gains and gross realized losses of $951,000 and $2.1 million, respectively. The $2.1 million in gross realized losses was due to the sale of non-agency mortgage backed securities with a book value of $18.7 million. These non-agency mortgage backed securities were sold due to ongoing credit concerns of the underlying investments as the securities were downgraded by the rating agencies and to mitigate the risk of potential downward earnings trends.
For the three and six months ended June 30, 2012, proceeds from sales of securities from the held-to-maturity portfolio were $680,000, which resulted in gross realized gains of $34,000 and no gross realized losses. For the three and six months ended June 30, 2011, proceeds from sales of securities from the held-to-maturity portfolio were $21.4 million, which resulted in gross realized gains and gross realized losses of $925,000 and $104,000, respectively. Sales from the held-to-maturity portfolio met the criteria of principal pay downs under 85% of the original investment amount and therefore do not result in a tainting of the held-to-maturity portfolio. The Company sells securities when market pricing presents, in management’s assessment, an economic benefit that outweighs holding such securities, and when smaller balance securities become cost prohibitive to carry.


5.
Loans Receivable, Net
Loans receivable, net are summarized as follows:
 
 
June 30,
2012
 
December 31,
2011
 
(In thousands)
Residential mortgage loans
$
4,978,312

 
5,034,161

Multi-family loans
2,165,310

 
1,816,118

Commercial real estate loans
1,517,596

 
1,418,636

Construction loans
264,043

 
277,625

Consumer and other loans
237,510

 
242,227

Commercial and industrial loans
127,849

 
106,299

Total loans
9,290,620

 
8,895,066

Net unamortized premiums and deferred loan costs
18,256

 
16,387

Allowance for loan losses
(128,474
)
 
(117,242
)
Net loans
$
9,180,402

 
8,794,211

An analysis of the allowance for loan losses is summarized as follows:
 
 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
2012
 
2011
 
2012
 
2011
 
(In thousands)
Balance at beginning of year
$
123,516

 
98,891

 
$
117,242

 
$
90,931

Loans charged off
(14,135
)
 
(10,625
)
 
(21,143
)
 
(19,679
)
Recoveries
93

 
205

 
375

 
219

Net charge-offs
(14,042
)
 
(10,420
)
 
(20,768
)
 
(19,460
)
Provision for loan losses
19,000

 
18,500

 
32,000

 
35,500

Balance at end of year
$
128,474

 
106,971

 
$
128,474


$
106,971

The allowance for loan losses is the estimated amount considered necessary to cover credit losses inherent in the loan portfolio at the balance sheet date. The allowance is established through the provision for loan losses that is charged against income. In

17

Table of Contents

determining the allowance for loan losses, we make significant estimates and therefore, have identified the allowance as a critical accounting policy. The methodology for determining the allowance for loan losses is considered a critical accounting policy by management because of the high degree of judgment involved, the subjectivity of the assumptions used, and the potential for changes in the economic environment that could result in changes to the amount of the recorded allowance for loan losses.
The allowance for loan losses has been determined in accordance with U.S. generally accepted accounting principles, under which we are required to maintain an allowance for probable losses at the balance sheet date. We are responsible for the timely and periodic determination of the amount of the allowance required. We believe that our allowance for loan losses is adequate to cover specifically identifiable losses, as well as estimated losses inherent in our portfolio for which certain losses are probable but not specifically identifiable. No allowance has been provided for the loans acquired in the Brooklyn Federal transaction as the loans were marked to fair value on the date of acquisition.
Management performs a quarterly evaluation of the adequacy of the allowance for loan losses. The analysis of the allowance for loan losses has two components: specific and general allocations. Specific allocations are made for loans determined to be impaired. A loan is deemed to be impaired if it is a commercial real estate, multi-family or construction loan with an outstanding balance greater than $1 million and on non-accrual status, loans modified in a troubled debt restructuring (“TDR”), and other loans if management has specific information of a collateral shortfall. Impairment is measured by determining the present value of expected future cash flows or, for collateral-dependent loans, the fair value of the collateral adjusted for market conditions and selling expenses. The general allocation is determined by segregating the remaining loans, including those loans not meeting the Company’s definition of an impaired loan, by type of loan, risk rating (if applicable) and payment history. In addition, the Company also considers whether residential loans are fixed or adjustable rate. We also analyze historical loss experience, delinquency trends, general economic conditions, geographic concentrations, and industry and peer comparisons. This analysis establishes factors that are applied to the loan groups to determine the amount of the general allocations. This evaluation is inherently subjective as it requires material estimates that may be susceptible to significant revisions based upon changes in economic and real estate market conditions. Actual loan losses may be significantly more than the allowance for loan losses we have established which could have a material negative effect on our financial results.
On a quarterly basis, management’s Allowance for Loan Loss Committee reviews the current status of various loan assets in order to evaluate the adequacy of the allowance for loan losses. In this evaluation process, specific loans are analyzed to determine their potential risk of loss. This process includes all loans, concentrating on non-accrual and classified loans. Each non-accrual or classified loan is evaluated for potential loss exposure. Any shortfall results in a recommendation of a specific allowance or charge-off if the likelihood of loss is evaluated as probable. To determine the adequacy of collateral on a particular loan, an estimate of the fair value of the collateral is based on the most current appraised value available. This appraised value is then reduced to reflect estimated liquidation expenses.
The results of this quarterly process are summarized along with recommendations and presented to Executive and Senior Management for their review. Based on these recommendations, loan loss allowances are approved by Executive and Senior Management. All supporting documentation with regard to the evaluation process, loan loss experience, allowance levels and the schedules of classified loans are maintained by the Lending Administration Department. A summary of loan loss allowances and the methodology employed to determine such allowances is presented to the Board of Directors on a quarterly basis.
Our primary lending emphasis has been the origination of commercial real estate loans, multi-family loans and the origination and purchase of residential mortgage loans. We also originate commercial and industrial loans, home equity loans and home equity lines of credit. These activities resulted in a loan concentration in residential mortgages, as well as a concentration of loans secured by real property located in New Jersey and New York. Based on the composition of our loan portfolio, we believe the primary risks are increases in interest rates, a continued decline in the general economy, and a further decline in real estate market values in New Jersey, New York and surrounding states. Any one or combination of these events may adversely affect our loan portfolio resulting in increased delinquencies, loan losses and future levels of loan loss provisions. We consider it important to maintain the ratio of our allowance for loan losses to total loans at an adequate level given current economic conditions and the composition of the portfolio. As a substantial amount of our loan portfolio is collateralized by real estate, appraisals of the underlying value of property securing loans are critical in determining the amount of the allowance required for specific loans. Assumptions for appraisal valuations are instrumental in determining the value of properties. Overly optimistic assumptions or negative changes to assumptions could significantly impact the valuation of a property securing a loan and the related allowance determined. The assumptions supporting such appraisals are carefully reviewed by management to determine that the resulting values reasonably reflect amounts realizable on the related loans.
For commercial real estate, construction and multi-family loans, the Company obtains an appraisal for all collateral dependent loans upon origination and an updated appraisal in the event interest or principal payments are 90 days delinquent or when the timely collection of such income is considered doubtful. This is done in order to determine the specific reserve needed upon initial recognition of a collateral dependent loan as non-accrual and/or impaired. In subsequent reporting periods, as part of the allowance

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for loan loss process, the Company reviews each collateral dependent commercial real estate loan previously classified as non-accrual and/or impaired and assesses whether there has been an adverse change in the collateral value supporting the loan. The Company utilizes information from its commercial lending officers and its loan workout department’s knowledge of changes in real estate conditions in our lending area to identify if possible deterioration of collateral value has occurred. Based on the severity of the changes in market conditions, management determines if an updated appraisal is warranted or if downward adjustments to the previous appraisal are warranted. If it is determined that the deterioration of the collateral value is significant enough to warrant ordering a new appraisal, an estimate of the downward adjustments to the existing appraised value is used in assessing if additional specific reserves are necessary until the updated appraisal is received.
For homogeneous residential mortgage loans, the Company’s policy is to obtain an appraisal upon the origination of the loan and an updated appraisal in the event a loan becomes 90 days delinquent. Thereafter, the appraisal is updated every 2 years if the loan remains in non-performing status and the foreclosure process has not been completed. Management adjusts the appraised value of residential loans to reflect estimated selling costs and declines in the real estate market.
Management believes the potential risk for outdated appraisals for impaired and other non-performing loans has been mitigated due to the fact that the loans are individually assessed to determine that the loan’s carrying value is not in excess of the fair value of the collateral. Loans are generally charged off after an analysis is completed which indicates that collectability of the full principal balance is in doubt.
Our allowance for loan losses reflects probable losses considering, among other things, the continued adverse economic conditions, the actual growth and change in composition of our loan portfolio, the level of our non-performing loans and our charge-off experience. We believe the allowance for loan losses reflects the inherent credit risk in our portfolio.
Although we believe we have established and maintained the allowance for loan losses at adequate levels, additions may be necessary if the current economic environment continues or deteriorates. Management uses the best information available; however, the level of the allowance for loan losses remains an estimate that is subject to significant judgment and short-term change. In addition, the Federal Deposit Insurance Corporation and the New Jersey Department of Banking and Insurance, as an integral part of their examination process, will periodically review our allowance for loan losses. Such agencies may require us to recognize adjustments to the allowance based on their judgments about information available to them at the time of their examination.

The following table presents the balance in the allowance for loan losses and the recorded investment in loans by portfolio segment and based on impairment method as of June 30, 2012.
 

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Table of Contents

 
June 30, 2012
 
Residential
Mortgage
 
Multi-
Family
 
Commercial
Real Estate
 
Construction
Loans
 
Commercial
and Industrial
Loans
 
Consumer
and Other
Loans
 
Unallocated
 
Total
 
(In thousands)
Allowance for loan losses:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Beginning balance-December 31, 2011
$
32,447

 
13,863

 
30,947

 
22,839

 
3,677

 
1,335

 
12,134

 
117,242

Charge-offs
(5,486
)
 
(7,102
)
 
(51
)
 
(8,178
)
 
(10
)
 
(316
)
 

 
(21,143
)
Recoveries
169

 

 
9

 
176

 
21

 

 

 
375

Provision
5,357

 
18,799

 
(408
)
 
8,685

 
639

 
893

 
(1,965
)
 
32,000

Ending balance-June 30, 2012
$
32,487

 
25,560

 
30,497

 
23,522

 
4,327

 
1,912

 
10,169

 
128,474

Balance at June 30, 2012
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Individually evaluated for impairment
$
1,675

 
1,000

 

 
7,254

 

 

 

 
9,929

Collectively evaluated for impairment
30,812

 
24,560

 
30,497

 
16,268

 
4,327

 
1,912

 
10,169

 
118,545

Loans acquired with deteriorated credit quality

 

 

 

 

 

 

 

 
$
32,487

 
25,560

 
30,497

 
23,522

 
4,327

 
1,912

 
10,169

 
128,474

Loans:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Balance at June 30, 2012
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Individually evaluated for impairment
$
9,972

 
11,132

 
3,690

 
51,491

 
125

 

 

 
76,410

Collectively evaluated for impairment
4,968,184

 
2,154,178

 
1,513,369

 
212,552

 
127,724

 
237,510

 

 
9,213,517

Loans acquired with deteriorated credit quality
156

 

 
537

 

 

 

 

 
693

 
$
4,978,312

 
2,165,310

 
1,517,596

 
264,043

 
127,849

 
237,510

 

 
9,290,620


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Table of Contents

 
December 31, 2011
 
Residential
Mortgage
 
Multi-
Family
 
Commercial
Real Estate
 
Construction
Loans
 
Commercial
and Industrial
Loans
 
Consumer
and Other
Loans
 
Unallocated
 
Total
 
(In thousands)
Allowance for loan losses:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Beginning balance-December 31, 2010
$
20,489

 
10,454

 
16,432

 
34,669

 
2,189

 
866

 
5,832

 
90,931

Charge-offs
(9,304
)
 
(363
)
 
(7,637
)
 
(30,548
)
 
(1,621
)
 
(714
)
 

 
(50,187
)
Recoveries
388

 
19

 

 
576

 
13

 
2

 

 
998

Provision
20,874

 
3,753

 
22,152

 
18,142

 
3,096

 
1,181

 
6,302

 
75,500

Ending balance-December 31, 2011
$
32,447

 
13,863

 
30,947

 
22,839

 
3,677

 
1,335

 
12,134

 
117,242

Balance at December 31, 2011
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Individually evaluated for impairment
$
1,605

 

 

 
5,800

 

 

 

 
7,405

Collectively evaluated for impairment
30,842

 
13,863

 
30,947

 
17,039

 
3,677

 
1,335

 
12,134

 
109,837

Loans acquired with deteriorated credit quality

 

 

 

 

 

 

 

 
$
32,447

 
13,863

 
30,947

 
22,839

 
3,677

 
1,335

 
12,134

 
117,242

Loans:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Balance at December 31, 2011
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Individually evaluated for impairment
$
8,465

 

 
2,268

 
59,971

 

 

 

 
70,704

Collectively evaluated for impairment
5,025,367

 
1,816,118

 
1,415,821

 
217,654

 
106,299

 
242,227

 

 
8,823,486

Loans acquired with deteriorated credit quality
329

 

 
547

 

 

 

 

 
876

 
$
5,034,161

 
1,816,118

 
1,418,636

 
277,625

 
106,299

 
242,227

 

 
8,895,066

The Company categorizes loans into risk categories based on relevant information about the ability of borrowers to service their debt such as: current financial information, historical payment experience, credit documentation, public information and current economic trends, among other factors. For non-homogeneous loans, such as commercial and commercial real estate loans the Company analyzes the loans individually by classifying the loans as to credit risk and assesses the probability of collection for each type of class. This analysis is performed on a quarterly basis. The Company uses the following definitions for risk ratings:
Pass - “Pass” assets are well protected by the current net worth and paying capacity of the obligor (or guarantors, if any) or by the fair value, less cost to acquire and sell, of any underlying collateral in a timely manner.
Special Mention - A “Special Mention” asset has potential weaknesses that deserve management’s close attention. If left uncorrected, these potential weaknesses may result in deterioration of the repayment prospects for the asset or in the institution’s credit position at some future date. Special Mention assets are not adversely classified and do not expose an institution to sufficient risk to warrant adverse classification. Residential loans delinquent 30-89 days are considered special mention.
Substandard - A “Substandard” asset is inadequately protected by the current sound worth and paying capacity of the obligor or by the collateral pledged, if any. Assets so classified must have a well-defined weakness, or weaknesses that jeopardize the liquidation of the debt. They are characterized by the distinct possibility that the institution will sustain some loss if the deficiencies

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Table of Contents

are not corrected. Residential loans delinquent 90 days or greater are considered substandard.
Doubtful - An asset classified “Doubtful” has all the weaknesses inherent in one classified substandard with the added characteristic that the weaknesses make collection or liquidation in full highly questionable and improbable on the basis of currently known facts, conditions, and values.
Loss - An asset or portion thereof, classified “Loss” is considered uncollectible and of such little value that its continuance on the institution’s books as an asset, without establishment of a specific valuation allowance or charge-off, is not warranted. This classification does not necessarily mean that an asset has no recovery or salvage value; but rather, there is much doubt about whether, how much, or when the recovery will occur. As such, it is not practical or desirable to defer the write-off.
The following table presents the risk category of loans as of June 30, 2012 and December 31, 2011 by class of loans:
 
 
June 30, 2012
 
Pass
 
Special Mention
 
Substandard
 
Doubtful
 
Loss
 
Total
 
(in thousands)
Residential
$
4,874,143

 
23,912

 
80,257

 

 

 
4,978,312

Multi-family
2,111,328

 
36,698

 
17,284

 

 

 
2,165,310

Commercial real estate
1,495,749

 
3,638

 
18,209

 

 

 
1,517,596

Construction
161,769

 
28,859

 
69,666

 
3,749

 

 
264,043

Commercial and industrial
121,150

 
1,523

 
5,176

 

 

 
127,849

Total
$
8,764,139

 
94,630

 
190,592

 
3,749

 

 
9,053,110

 
 
December 31, 2011
 
Pass
 
Special Mention
 
Substandard
 
Doubtful
 
Loss
 
Total
 
(in thousands)
Residential
$
4,925,384

 
27,930

 
80,847

 

 

 
5,034,161

Multi-family
1,777,434

 
16,053

 
22,631

 

 

 
1,816,118

Commercial real estate
1,390,725

 
8,596

 
19,315

 

 

 
1,418,636

Construction
173,392

 
18,103

 
81,267

 
4,863

 

 
277,625

Commercial and industrial
90,903

 
9,933

 
5,463

 

 

 
106,299

Total
$
8,357,838

 
80,615

 
209,523

 
4,863

 

 
8,652,839

Consumer loans are managed on a pool basis due to their homogeneous nature. Loans that are delinquent 90 days or more are considered non-accrual. At June 30, 2012 there were $237.5 million of outstanding consumer and other loans, of which $953,000 were on non-accrual. At December 31, 2011 there were $242.2 million of outstanding consumer and other loans, of which$1.0 million were on non-accrual status.

The following table presents the payment status of the recorded investment in past due loans as of June 30, 2012 and December 31, 2011 by class of loans:
 
 
June 30, 2012
 
30-59 Days
 
60-89 Days
 
Greater
than 90
Days
 
Total Past
Due
 
Current
 
Total
Loans
Receivable
 
(in thousands)
Residential mortgage
$
15,915

 
7,997

 
78,734

 
102,646

 
4,875,666

 
4,978,312

Multi-family
4,554

 
6,500

 
6,822

 
17,876

 
2,147,434

 
2,165,310

Commercial real estate
246

 

 
1,151

 
1,397

 
1,516,199

 
1,517,596

Construction

 
161

 
46,801

 
46,962

 
217,081

 
264,043

Commercial and industrial

 
3,272

 
671

 
3,943

 
123,906

 
127,849

Consumer and other
374

 
365

 
953

 
1,692

 
235,818

 
237,510

Total
$
21,089

 
18,295

 
135,132

 
174,516

 
9,116,104

 
9,290,620

 

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Table of Contents

 
December 31, 2011
 
30-59 Days
 
60-89 Days
 
Greater
than 90
Days
 
Total Past
Due
 
Current
 
Total
Loans
Receivable
 
(in thousands)
Residential mortgage
$
18,083

 
9,847

 
81,032

 
108,962

 
4,925,199

 
5,034,161

Multi-family
796

 
6,180

 

 
6,976

 
1,809,142

 
1,816,118

Commercial real estate
1,492

 

 
73

 
1,565

 
1,417,071

 
1,418,636

Construction
674

 
8,068

 
40,362

 
49,104

 
228,521

 
277,625

Commercial and industrial

 

 

 

 
106,299

 
106,299

Consumer and other
1,033

 
173

 
1,009

 
2,215

 
240,012

 
242,227

Total
$
22,078

 
24,268

 
122,476

 
168,822

 
8,726,244

 
8,895,066

The following table presents non-accrual loans at the dates indicated:
 
 
June 30, 2012
 
December 31, 2011
 
# of loans
 
Amount
 
# of loans
 
Amount
 
(Dollars in thousands)
Non-accrual:
 
Residential and consumer
328

 
$
81,633

 
321

 
$
85,065

Construction
15

 
51,491

 
15

 
57,070

Multi-family
6

 
13,322

 

 

Commercial real estate
1

 
1,151

 
1

 
73

Commercial and industrial
2

 
796

 

 

Total Non-accrual Loans
352

 
$
148,393

 
337

 
$
142,208

Based on management’s evaluation, at June 30, 2012, the Company classified 3 TDR construction loans totaling $7.6 million and 14 TDR residential loans totaling $3.6 million that were current as non-accrual. The Company has no loans past due 90 days or more that are still accruing interest.
At June 30, 2012 and December 31, 2011, loans meeting the Company’s definition of an impaired loan were primarily collateral dependent and totaled $76.4 million and $70.7 million, respectively, with allocations of the allowance for loan losses of $9.9 million and $7.4 million, respectively. During the three months ended June 30, 2012 and 2011, interest income received and recognized on these loans totaled $670,000 and $104,000, respectively.

The following table presents loans individually evaluated for impairment by class of loans as of June 30, 2012:
 

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Table of Contents

 
June 30, 2012
 
Recorded
Investment
 
Unpaid Principal
Balance
 
Related
Allowance
 
Average
Recorded
Investment
 
Interest
Income
Recognized
 
(In thousands)
With no related allowance:
 
 
 
 
 
 
 
 
 
Residential mortgage
$
1,287

 
1,491

 

 
963

 
13

Multi-family
6,500

 
13,500

 

 
2,167

 
179

Commercial real estate
3,690

 
3,690

 

 
2,803

 
84

Construction loans
22,801

 
54,431

 

 
36,078

 
245

Commercial and industrial
125

 
125

 

 
42

 
4

Consumer and other

 

 

 

 

With an allowance recorded:
 
 
 
 
 
 
 
 
 
Residential mortgage
8,685

 
8,963

 
1,675

 
8,432

 
139

Multi-family
4,632

 
4,632

 
1,000

 
3,088

 

Commercial real estate

 

 

 

 

Construction loans
28,690

 
39,332

 
7,254

 
22,771

 
6

Commercial and industrial

 

 

 

 

Consumer and other

 

 

 

 

Total:
 
 
 
 
 
 
 
 
 
Residential mortgage
9,972

 
10,454

 
1,675

 
9,556

 
152

Multi-family
11,132

 
18,132

 
1,000

 
5,255

 
179

Commercial real estate
3,690

 
3,690

 

 
2,803

 
84

Construction loans
51,491

 
93,763

 
7,254

 
58,849

 
251

Commercial and industrial
125

 
125

 

 
42

 
4

Consumer and other

 

 

 

 

Total impaired loans
$
76,410

 
126,164

 
9,929

 
76,505

 
670


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Table of Contents

 
December 31, 2011
 
Recorded
Investment
 
Unpaid Principal
Balance
 
Related
Allowance
 
Average
Recorded
Investment
 
Interest
Income
Recognized
 
(In thousands)
With no related allowance:
 
 
 
 
 
 
 
 
 
Residential mortgage
$
114

 
114

 

 
126

 
5

Multi-family

 

 

 

 

Commercial real estate
2,268

 
2,268

 

 
1,180

 
136

Construction loans
43,590

 
79,187

 

 
26,463

 
1,069

Commercial and industrial

 

 

 

 

Consumer and other

 

 

 

 

With an allowance recorded:
 
 
 
 
 
 
 
 
 
Residential mortgage
8,351

 
8,351

 
1,605

 
5,910

 
327

Multi-family

 

 

 

 

Commercial real estate

 

 

 
1,361

 

Construction loans
16,381

 
16,381

 
5,800

 
39,115

 
400

Commercial and industrial

 

 

 

 

Consumer and other

 

 

 

 

Total:
 
 
 
 
 
 
 
 
 
Residential mortgage
8,465

 
8,465

 
1,605

 
6,036

 
332

Multi-family

 

 

 

 

Commercial real estate
2,268

 
2,268

 

 
2,541

 
136

Construction loans
59,971

 
95,568

 
5,800

 
65,578

 
1,469

Commercial and industrial

 

 

 

 

Consumer and other

 

 

 

 

Total impaired loans
$
70,704

 
106,301

 
7,405

 
74,155

 
1,937

The average recorded investment is the annual average calculated based upon the ending quarterly balances. The interest income recognized is the year to date interest income recognized on a cash basis.
Troubled Debt Restructurings
On a case-by-case basis, the Company may agree to modify the contractual terms of a borrower’s loan to remain competitive and assist customers who may be experiencing financial difficulty, as well as preserve the Company’s position in the loan. If the borrower is experiencing financial difficulties and a concession has been made at the time of such modification, the loan is classified as a troubled debt restructured loan.
Substantially all of our troubled debt restructured loan modifications involve lowering the monthly payments on such loans through either a reduction in interest rate below a market rate, an extension of the term of the loan, or a combination of these two methods. These modifications rarely result in the forgiveness of principal or accrued interest. In addition, we frequently obtain additional collateral or guarantor support when modifying commercial loans. If the borrower has demonstrated performance under the previous terms and our underwriting process shows the borrower has the capacity to continue to perform under the restructured terms, the loan will continue to accrue interest. Non-accruing restructured loans may be returned to accrual status when there has been a sustained period of repayment performance (generally six consecutive months of payments) and both principal and interest are deemed collectible.

The following table presents the total troubled debt restructured loans at June 30, 2012:
 

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Table of Contents

 
Accrual
 
Non-accrual
 
Total
 
# of loans
 
Amount
 
# of loans
 
Amount
 
# of loans
 
Amount
 
(Dollars in thousands)
Residential mortgage
15

 
$
6,347

 
14

 
$
3,626

 
29

 
$
9,973

Commercial real estate
2

 
2,539

 

 

 
2

 
2,539

Construction

 

 
3

 
7,589

 
3

 
7,589

 
17

 
$
8,886

 
17

 
$
11,215

 
34

 
$
20,101

The following table presents information about troubled debt restructurings which occurred during the three and six ended June 30, 2012:
 
 
Three months ended June 30, 2012
 
Number of
Loans
 
Pre-modification
Recorded
Investment
 
Post-
modification
Recorded
Investment
 
(Dollars in thousands)
Troubled Debt Restructings:
 
 
 
 
 
Residential mortgage
1

 
$
263

 
$
263

Multi-family

 

 

Commercial real estate

 

 

Construction

 

 

Commercial and industrial

 

 

Consumer and other

 

 


 
Six months ended June 30, 2012
 
Number of
Loans
 
Pre-modification
Recorded
Investment
 
Post-
modification
Recorded
Investment
 
(Dollars in thousands)
Troubled Debt Restructings:
 
 
 
 
 
Residential mortgage
9

 
$
2,011

 
$
1,957

Multi-family

 

 

Commercial real estate

 

 

Construction

 

 

Commercial and industrial

 

 

Consumer and other

 

 


Post-modification recorded investment represents the balance immediately following modification. Residential mortgage loan modifications primarily involved the reduction in loan interest rate repayment of recorded investment.
There was one residential TDR during the three months ended June 30, 2012 that had a modified interest rate of 2.00% as compared to a yield of 5.63% prior to modification. For the six months ended June 30, 2012, there were 9 residential TDRs that had a weighted average modified interest rate of approximately 2.94% compared to a yield of 5.78% prior to modification. Several residential TDRs include step up interest rates in their modified terms which will impact their weighted average yield in the future. There were no new commercial real estate TDRs for the three months ended June 30, 2012.
All TDRs are impaired loans, which are individually evaluated for impairment, as discussed above. Collateral dependant impaired loans classified as TDRs were written down to the estimated fair value of the collateral. There were $2.9 million in charges-offs for collateral dependant TDRs during the three months ended June 30, 2012. The allowance for loan losses associated with the TDRs presented in the above tables, totaled $9.9 million at June 30, 2012, and was included in the allowance for loan losses for loans individually evaluated for impairment.
Loans modified as TDRs in the previous 12 months to June 30, 2012, for which there was a payment default consisted of one construction loan with a recorded investment of $2.9 million and 2 residential loan with a recorded investment of $1.3 million at

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Table of Contents

June 30, 2012.

6.
Deposits
Deposits are summarized as follows:
 
 
June 30,
2012
 
December 31,
2011
 
(In thousands)
Savings
$
1,548,738

 
1,270,197

Checking accounts
1,936,969

 
1,633,703

Money market deposits
1,316,572

 
1,116,205

Certificates of deposit
3,100,369

 
3,341,898

 
$
7,902,648

 
7,362,003

 
7.Equity Incentive Plan
During the three and six months ended June 30, 2012, the Company recorded $926,000 and $1.8 million of share-based expense, comprised of stock option expense of $106,000 and $212,000 and restricted stock expense of $820,000 and $1.6 million, respectively. During the three and six months ended June 30, 2011, the Company recorded $2.3 million and $4.9 million of share-based expense, comprised of stock option expense of $829,000 and $1.7 million and restricted stock expense of $1.5 million and $3.2 million, respectively.
The following is a summary of the Company’s stock option activity and related information for its option plans for the six months ended June 30, 2012:
 
 
Number of
Stock
Options
 
Weighted
Average
Exercise
Price
 
Weighted
Average
Remaining
Contractual
Life
 
Aggregate
Intrinsic
Value
Outstanding at December 31, 2011
4,350,068

 
$
14.98

 
5.1
 years
 
$
1,085,747

Granted

 

 
 
 
 
Exercised

 

 
 
 
 
Forfeited

 

 
 
 
 
Expired
(34,000
)
 
15.35

 
 
 
 
Outstanding at June 30, 2012
4,316,068

 
$
14.98

 
4.7
 years
 
$
1,085,747

Exercisable at June 30, 2012
4,123,767

 
$
15.05

 
4.6
 years
 
$
784,502

There were no options granted during the six months ended June 30, 2012. Expected future expense relating to the unvested options outstanding as of June 30, 2012 is $542,000 over a weighted average period of 1.56 years.

The following is a summary of the status of the Company’s restricted shares as of June 30, 2012 and changes therein during the six months then ended:

 
Number of
Shares
Awarded
 
Weighted
Average
Grant Date
Fair Value
Non-vested at December 31, 2011
989,296

 
$
13.02

Granted
471,000

 
14.66

Vested
(152,057
)
 
13.00

Forfeited

 

Non-vested at June 30, 2012
1,308,239

 
$
13.62

Expected future compensation expense relating to the unvested restricted shares at June 30, 2012 is $16.1 million over a weighted average period of 5.59 years.

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8.
Net Periodic Benefit Plans Expense
The Company has a Supplemental Executive Retirement Wage Replacement Plan (SERP). The SERP is a nonqualified, defined benefit plan which provides benefits to employees as designated by the Compensation Committee of the Board of Directors if their benefits and/or contributions under the pension plan are limited by the Internal Revenue Code. The Company also has a nonqualified, defined benefit plan which provides benefits to certain directors. The SERP and the directors’ plan are unfunded and the costs of the plans are recognized over the period that services are provided.
The components of net periodic benefit expense for the SERP and Directors’ Plan are as follows:
 
 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
2012
 
2011
 
2012
 
2011
 
(In thousands)
 
 
 
 
Service cost
$
328

 
265

 
$
657

 
$
531

Interest cost
199

 
203

 
398

 
405

Amortization of:
 
 
 
 
 
 
 
Prior service cost
24

 
24

 
49

 
49

Net loss
36

 

 
72

 

Total net periodic benefit cost
$
587

 
492

 
$
1,176

 
$
985

Due to the unfunded nature of these plans, no contributions have been made or are expected to be made to the SERP and Directors’ plans during the year ending December 31, 2012.
The Company also maintains a defined benefit pension plan. Since it is a multiemployer plan, costs of the pension plan are based on contributions required to be made to the pension plan. We contributed $2.8 million to the defined benefit pension plan during the six months ended June 30, 2012. We anticipate contributing funds to the plan to meet any minimum funding requirements for the remainder of 2012.

9.
Comprehensive Income
The components of comprehensive income, both gross and net of tax, are as follows:
 
Three months ended June 30, 2012
 
Three months ended June 30, 2011
 
Gross
 
Tax
 
Net
 
Gross
 
Tax
 
Net
Net income
$
38,264

 
14,292

 
23,972

 
30,227

 
10,604

 
19,623

Other comprehensive income (loss):
 
 
 
 
 
 
 
 
 
 
 
Change in funded status of retirement obligations
121

 
50

 
71

 
85

 
35

 
50

Unrealized gain on securities available-for-sale
4,396

 
1,654

 
2,742

 
8,169

 
3,343

 
4,826

Reclassification adjustment for losses included in net income
37

 
15

 
22

 
(1,168
)
 
(477
)
 
(691
)
Other-than-temporary impairment accretion on debt securities
370

 
151

 
219

 
368

 
150

 
218

Total other comprehensive income
4,924

 
1,870

 
3,054

 
7,454

 
3,051

 
4,403

Total comprehensive income
$
43,188

 
16,162

 
27,026

 
37,681

 
13,655

 
24,026


 

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Six months ended June 30, 2012
 
Six months ended June 30, 2011
 
Gross
 
Tax
 
Net
 
Gross
 
Tax
 
Net
Net income
$
68,895

 
25,988

 
42,907

 
59,169

 
21,332

 
37,837

Other comprehensive income:
 
 
 
 
 
 
 
 
 
 
 
Change in funded status of retirement obligations
242

 
99

 
143

 
172

 
70

 
102

Unrealized gain on securities available-for-sale
6,780

 
2,531

 
4,249

 
5,901

 
2,339

 
3,562

Reclassification adjustment for losses included in net income
37

 
15

 
22

 
(1,168
)
 
(477
)
 
(691
)
Other-than-temporary impairment accretion on debt securities
739

 
302

 
437

 
737

 
301

 
436

Total other comprehensive income
7,798

 
2,947

 
4,851

 
5,642

 
2,233

 
3,409

Total comprehensive income
$
76,693

 
28,935

 
47,758

 
64,811

 
23,565

 
41,246

The following table presents the after-tax changes in the balances of each component of accumulated other comprehensive loss for the six months ended June 30, 2012 and 2011:
 
 
Change in
funded status of
retirement
obligations
 
Unrealized gain
on securities
available-for-sale
 
Reclassification adjustment for losses included in net income
 
Other-than-
temporary
impairment
accretion on debt
securities
 
Total
accumulated
other
comprehensive
loss
Balance - December 31, 2011
$
(3,319
)
 
9,947

 

 
(17,734
)
 
(11,106
)
Net change
143

 
4,249

 
22

 
437

 
4,851

Balance - June 30, 2012
$
(3,176
)
 
14,196

 
22

 
(17,297
)
 
(6,255
)
Balance - December 31, 2010
$
(1,604
)
 
1,136

 

 
(19,708
)
 
(20,176
)
Net change
102

 
3,562

 
(691
)
 
436

 
3,409

Balance - June 30, 2011
$
(1,502
)
 
4,698

 
(691
)
 
(19,272
)
 
(16,767
)
 
10.
Fair Value Measurements
We use fair value measurements to record fair value adjustments to certain assets and liabilities and to determine fair value disclosures. Our securities available-for-sale are recorded at fair value on a recurring basis. Additionally, from time to time, we may be required to record at fair value other assets or liabilities on a non-recurring basis, such as held-to-maturity securities, mortgage servicing rights (“MSR”), loans receivable and real estate owned (“REO”). These non-recurring fair value adjustments involve the application of lower-of-cost-or-market accounting or write-downs of individual assets. Additionally, in connection with our mortgage banking activities we have commitments to fund loans held for sale and commitments to sell loans, which are considered free-standing derivative instruments, the fair values of which are not material to our financial condition or results of operations.
In accordance with Financial Accounting Standards Board (“FASB”) ASC 820, “Fair Value Measurements and Disclosures”, we group our assets and liabilities at fair value in three levels, based on the markets in which the assets are traded and the reliability of the assumptions used to determine fair value. These levels are:
Level 1 – Valuation is based upon quoted prices for identical instruments traded in active markets.
Level 2 – Valuation is based upon quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active and model-based valuation techniques for which all significant assumptions are observable in the market.
Level 3 – Valuation is generated from model-based techniques that use significant assumptions not observable in the market. These unobservable assumptions reflect our own estimates of assumptions that market participants would use in pricing the asset or liability. Valuation techniques include the use of option pricing models, discounted cash flow models and similar techniques. The results cannot be determined with precision and may not be realized in an actual sale or immediate settlement of the asset or liability.
We base our fair values on 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. ASC 820 requires us to maximize the use of observable inputs and

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minimize the use of unobservable inputs when measuring fair value.
Assets Measured at Fair Value on a Recurring Basis
Securities available-for-sale
Our available-for-sale portfolio is carried at estimated fair value on a recurring basis, with any unrealized gains and losses, net of taxes, reported as accumulated other comprehensive income/loss in stockholders’ equity. The fair values of available-for-sale securities are based on quoted market prices (Level 1), where available. The Company obtains one price for each security primarily from a third-party pricing service (pricing service), which generally uses quoted or other observable inputs for the determination of fair value. The pricing service normally derives the security prices through recently reported trades for identical or similar securities, making adjustments through the reporting date based upon available observable market information. For securities not actively traded (Level 2), the pricing service may use quoted market prices of comparable instruments or discounted cash flow analyses, incorporating inputs that are currently observable in the markets for similar securities. Inputs that are often used in the valuation methodologies include, but are not limited to, benchmark yields, credit spreads, default rates, prepayment speeds and non-binding broker quotes. As the Company is responsible for the determination of fair value, it performs quarterly analyses on the prices received from the pricing service to determine whether the prices are reasonable estimates of fair value. Specifically, the Company compares the prices received from the pricing service to a secondary pricing source. Additionally, the Company compares changes in the reported market values and returns to relevant market indices to test the reasonableness of the reported prices. The Company’s internal price verification procedures and review of fair value methodology documentation provided by independent pricing services has not historically resulted in adjustment in the prices obtained from the pricing service.

The following table provides the level of valuation assumptions used to determine the carrying value of our assets measured at fair value on a recurring basis at June 30, 2012 and December 31, 2011, respectively.
 
 
Carrying Value at June 30, 2012
 
Total
 
Level 1
 
Level 2
 
Level 3
 
(In thousands)
Securities available for sale:
 
 
 
 
 
 
 
Equity securities
$
2,917

 

 
2,917

 

Debt securities:
 
 
 
 
 
 
 
Government-sponsored enterprises
3,045

 
 
 
3,045

 
 
Mortgage-backed securities:
 
 
 
 
 
 
 
Federal Home Loan Mortgage Corporation
564,890

 

 
564,890

 

Federal National Mortgage Association
737,885

 

 
737,885

 

Government National Mortgage Association
6,285

 

 
6,285

 

Non-agency securities
8,477

 

 
8,477

 

Total mortgage-backed securities available-for-sale
1,317,537

 

 
1,317,537

 

Total securities available-for-sale
$
1,323,499

 

 
1,323,499

 

 

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Carrying Value at December 31, 2011
 
Total
 
Level 1
 
Level 2
 
Level 3
 
(In thousands)
Securities available for sale:
 
 
 
 
 
 
 
Equity securities
$
1,965

 

 
1,965

 

Mortgage-backed securities:
 
 
 
 
 
 
 
Federal Home Loan Mortgage Corporation
395,482

 

 
395,482

 

Federal National Mortgage Association
567,918

 

 
567,918

 

Government National Mortgage Association
7,313

 

 
7,313

 

Non-agency securities
11,037

 

 
11,037

 

Total mortgage-backed securities available-for-sale
981,750

 

 
981,750

 

Total securities available-for-sale
$
983,715

 

 
983,715

 

There have been no changes in the methodologies used at June 30, 2012 from December 31, 2011, and there were no transfers between Level 1 and Level 2 during the six months ended June 30, 2012.
Assets Measured at Fair Value on a Non-Recurring Basis
Mortgage Servicing Rights, net
Mortgage servicing rights (MSR) are carried at the lower of cost or estimated fair value. The estimated fair value of MSR is obtained through independent third party valuations through an analysis of future cash flows, incorporating estimates of assumptions market participants would use in determining fair value including market discount rates, prepayment speeds, servicing income, servicing costs, default rates and other market driven data, including the market’s perception of future interest rate movements. The prepayment speed and the discount rate are considered two of the most significant inputs in the model. At June 30, 2012, the fair value model used prepayment speeds ranging from 2.6% to 25.1% and a discount rate of 9.0% for the valuation of the mortgage servicing rights. A significant degree of judgment is involved in valuing the mortgage servicing rights using Level 3 inputs. The use of different assumptions could have a significant positive or negative effect on the fair value estimate.

Loans Receivable
Loans which meet certain criteria are evaluated individually for impairment. A loan is deemed to be impaired if it is a commercial real estate, multi-family or construction loan with an outstanding balance greater than $1.0 million and on non-accrual status, loans modified in a troubled debt restructuring, and other loans if management has specific information of a collateral shortfall. Our impaired loans are generally collateral dependent and, as such, are carried at the estimated fair value of the collateral less estimated selling costs. In order to estimate fair value, once interest or principal payments are 90 days delinquent or when the timely collection of such income is considered doubtful an updated appraisal is obtained. Thereafter, in the event the most recent appraisal does not reflect the current market conditions due to the passage of time and other factors, management will obtain an updated appraisal or make downward adjustments to the existing appraised value based on their knowledge of the property, local real estate market conditions, recent real estate transactions, and for estimated selling costs, if applicable. At June 30, 2012 appraisals were discounted in a range of 0%-20%.
Other Real Estate Owned
Other Real Estate Owned is recorded at estimated fair value, less estimated selling costs when acquired, thus establishing a new cost basis. Fair value is generally based on independent appraisals. These appraisals include adjustments to comparable assets based on the appraisers’ market knowledge and experience, and are discounted an additional 0%-20% for estimated costs to sell. When an asset is acquired, the excess of the loan balance over fair value, less estimated selling costs, is charged to the allowance for loan losses. If the estimated fair value of the asset declines, a writedown is recorded through expense. The valuation of foreclosed assets is subjective in nature and may be adjusted in the future because of changes in economic conditions. Operating costs after acquisition are generally expensed.
The following table provides the level of valuation assumptions used to determine the carrying value of our assets measured at fair value on a non-recurring basis at June 30, 2012 and December 31, 2011, respectively.
 

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Carrying Value at June 30, 2012
 
Total
 
Level 1
 
Level 2
 
Level 3
 
(In thousands)
MSR, net
$
12,171

 

 

 
12,171

Impaired loans
59,723

 

 

 
59,723

Other real estate owned
8,205

 

 

 
8,205

 
$
80,099

 

 

 
80,099

 
 
Carrying Value at December 31, 2011
 
Total
 
Level 1
 
Level 2
 
Level 3
 
(In thousands)
MSR, net
$
10,806

 

 

 
10,806

Impaired loans
46,634

 

 

 
46,634

Other real estate owned
3,081

 

 

 
3,081

 
$
60,521

 

 

 
60,521

Other Fair Value Disclosures
Fair value estimates, methods and assumptions for the Company’s financial instruments not recorded at fair value on a recurring or non-recurring basis are set forth below.

Cash and Cash Equivalents
For cash and due from banks, the carrying amount approximates fair value.
Securities held-to-maturity
Our held-to-maturity portfolio, consisting primarily of mortgage backed securities and other debt securities for which we have a positive intent and ability to hold to maturity, is carried at amortized cost. Management utilizes various inputs to determine the fair value of the portfolio. The Company obtains one price for each security primarily from a third-party pricing service, which generally uses quoted or other observable inputs for the determination of fair value. The pricing service normally derives the security prices through recently reported trades for identical or similar securities, making adjustments through the reporting date based upon available observable market information. For securities not actively traded, the pricing service may use quoted market prices of comparable instruments or discounted cash flow analyses, incorporating inputs that are currently observable in the markets for similar securities. Inputs that are often used in the valuation methodologies include, but are not limited to, benchmark yields, credit spreads, default rates, prepayment speeds and non-binding broker quotes. In the absence of quoted prices and in an illiquid market, valuation techniques, which require inputs that are both significant to the fair value measurement and unobservable, are used to determine fair value of the investment. Valuation techniques are based on various assumptions, including, but not limited to cash flows, discount rates, rate of return, adjustments for nonperformance and liquidity, and liquidation values. As the Company is responsible for the determination of fair value, it performs quarterly analyses on the prices received from the pricing service to determine whether the prices are reasonable estimates of fair value. Specifically, the Company compares the prices received from the pricing service to a secondary pricing source. Additionally, the Company compares changes in the reported market values and returns to relevant market indices to test the reasonableness of the reported prices. The Company’s internal price verification procedures and review of fair value methodology documentation provided by independent pricing services has not historically resulted in adjustment in the prices obtained from the pricing service.
FHLB Stock
The fair value of FHLB stock is its carrying value, since this is the amount for which it could be redeemed. There is no active market for this stock and the Bank is required to hold a minimum investment based upon the unpaid principal of home mortgage loans and/or FHLB advances outstanding.
Loans
Fair values are estimated for portfolios of loans with similar financial characteristics. Loans are segregated by type such as residential mortgage and consumer. Each loan category is further segmented into fixed and adjustable rate interest terms and by performing and nonperforming categories.

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The fair value of performing loans, except residential mortgage loans, is calculated by discounting scheduled cash flows through the estimated maturity using estimated market discount rates that reflect the credit and interest rate risk inherent in the loan. For performing residential mortgage loans, fair value is estimated by discounting contractual cash flows adjusted for prepayment estimates using discount rates based on secondary market sources adjusted to reflect differences in servicing and credit costs, if applicable. Fair value for significant nonperforming loans is based on recent external appraisals of collateral securing such loans, adjusted for the timing of anticipated cash flows. Fair values estimated in this manner do not fully incorporate an exit price approach to fair value, but instead are based on a comparison to current market rates for comparable loans.
Deposit Liabilities
The fair value of deposits with no stated maturity, such as savings, checking accounts and money market accounts, is equal to the amount payable on demand. The fair value of certificates of deposit is based on the discounted value of contractual cash flows. The discount rate is estimated using the rates which approximate currently offered for deposits of similar remaining maturities.
Borrowings
The fair value of borrowings are based on securities dealers’ estimated fair values, when available, or estimated using discounted contractual cash flows using rates which approximate the rates offered for borrowings of similar remaining maturities.
Commitments to Extend Credit
The fair value of commitments to extend credit is estimated using the fees currently charged to enter into similar agreements, taking into account the remaining terms of the agreements and the present creditworthiness of the counterparties. For commitments to originate fixed rate loans, fair value also considers the difference between current levels of interest rates and the committed rates. Due to the short-term nature of our outstanding commitments, the fair values of these commitments are immaterial to our financial condition.
The carrying values and estimated fair values of the Company’s financial instruments are presented in the following table.
 
 
June 30, 2012
 
Carrying
 
Estimated Fair Value
 
value
 
Total
 
Level 1
 
Level 2
 
Level 3
 
(In thousands)
Financial assets:
 
 
 
 
 
 
 
 
 
Cash and cash equivalents
$
112,269

 
112,269

 
112,269

 

 

Securities available-for-sale
1,323,499

 
1,323,499

 

 
1,323,499

 

Securities held-to-maturity
220,057

 
238,756

 

 
204,185

 
34,571

Stock in FHLB
131,526

 
131,526

 
131,526

 

 

Loans held for sale
33,728

 
33,728

 

 
33,728

 

Net loans
9,180,402

 
9,327,564

 

 

 
9,327,564

Financial liabilities:
 
 
 
 
 
 
 
 
 
Deposits, other than time deposits
4,802,279

 
4,841,033

 
4,841,033

 

 

Time deposits
3,100,369

 
3,147,371

 

 
3,147,371

 

Borrowed funds
2,365,700

 
2,465,958

 

 
2,465,958

 






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December 31, 2011
 
Carrying
 
Estimated Fair Value
 
value
 
Total
 
Level 1
 
Level 2
 
Level 3
 
(In thousands)
Financial assets:
 
 
 
 
 
 
 
 
 
Cash and cash equivalents
$
90,139

 
90,139

 
90,139

 

 

Securities available-for-sale
983,715

 
983,715

 

 
983,715

 

Securities held-to-maturity
287,671

 
311,860

 

 
275,154

 
36,706

Stock in FHLB
116,813

 
116,813

 
116,813

 

 

Loans held for sale
18,847

 
18,847

 

 
18,847

 

Net loans
8,794,211

 
8,882,153

 

 

 
8,882,153

Financial liabilities:
 
 
 
 
 
 
 
 
 
Deposits, other than time deposits
4,020,105

 
4,044,226

 
4,044,226

 

 

Time deposits
3,341,898

 
3,385,577

 

 
3,385,577

 

Borrowed funds
2,255,486

 
2,332,624

 

 
2,332,624

 

Limitations
Fair value estimates are made at a specific point in time, based on relevant market information and information about the financial instrument. These estimates do not reflect any premium or discount that could result from offering for sale at one time the Company’s entire holdings of a particular financial instrument. Because no market exists for a significant portion of the Company’s financial instruments, fair value estimates are based on judgments regarding future expected loss experience, current economic conditions, risk characteristics of various financial instruments, and other factors. These estimates are subjective in nature and involve uncertainties and matters of significant judgment and therefore cannot be determined with precision. Changes in assumptions could significantly affect the estimates.
Fair value estimates are based on existing on- and off-balance-sheet financial instruments without attempting to estimate the value of anticipated future business and the value of assets and liabilities that are not considered financial instruments. Significant assets that are not considered financial assets include deferred tax assets, premises and equipment and bank owned life insurance. Liabilities for pension and other postretirement benefits are not considered financial liabilities. In addition, the tax ramifications related to the realization of the unrealized gains and losses can have a significant effect on fair value estimates and have not been considered in the estimates.
 
11.
Recent Accounting Pronouncements
In December 2011, the FASB issued ASU 2011-11, Disclosures about Offsetting Assets and Liabilities, in conjunction with the IASB’s issuance of amendments to Disclosures—Offsetting Financial Assets and Financial Liabilities (Amendments to IFRS 7). While the Boards retained the existing offsetting models under U.S. GAAP and IFRS, the new standards require disclosures to allow investors to better compare financial statements prepared under U.S. GAAP with financial statements prepared under IFRS. The new standards are effective for annual periods beginning January 1, 2013, and interim periods within those annual periods. Retrospective application is required. The Company does not expect that the adoption of this pronouncement will have a material impact on the Company’s financial condition or results of operations.
In September 2011, the FASB issued ASU 2011-09, Disclosures about an Employer’s Participation in a Multiemployer Plan, which requires additional disclosures about employers’ participation in multiemployer pension plans including information about the plan’s funded status if it is readily available. The ASU was effective for annual periods for fiscal years ending after December 15, 2011 for public entities. An entity is required to apply the ASU retrospectively for all periods presented. The adoption of this pronouncement did not have a material impact on the Company’s financial condition or results of operations.
In September 2011, the FASB issued ASU 2011-08, Intangibles—Goodwill and Other (Topic 350): Testing Goodwill for Impairment, which permits an entity to make a qualitative assessment of whether it is more likely than not that a reporting unit’s fair value is less than its carrying amount before applying the two-step goodwill impairment test. If an entity can support the conclusion that it is not more likely than not that the fair value of a reporting unit is less than its carrying amount, it would not need to perform the two-step impairment test for that reporting unit. The ASU was effective for annual and interim goodwill impairment tests performed in fiscal years beginning after December 15, 2011. The Company elected to early adopt this guidance in 2011. The adoption of this pronouncement did not have a material impact on the Company’s financial condition or results of operations.

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In June 2011, the FASB issued ASU 2011-05, Comprehensive Income (Topic 220): Presentation of Comprehensive Income. This ASU increases the prominence of other comprehensive income in financial statements. Under this ASU, an entity will have the option to present the components of net income and comprehensive income in either one or two consecutive financial statements. The ASU eliminates the option in U.S. GAAP to present other comprehensive income in the statement of changes in equity. An entity should apply the ASU retrospectively. In December 2011, the FASB issued ASU 2011-12, “Deferral of the Effective Date for Amendments to the Presentation of Reclassifications of Items Out of Accumulated Other Comprehensive Income in Accounting Standards Update No. 2011-05” which defers the effective date of the requirement to present separate line items on the income statement for reclassification adjustments of items out of accumulated other comprehensive income into net income. All other requirements in ASU 2011-05 are not affected by this Update. For a public entity, the ASUs were effective for fiscal years, and interim periods within those years, beginning after December 15, 2011. Since the provisions of ASU 2011-05 are presentation and disclosure related, the Company’s adoption of this guidance did not have a material impact on the Company’s financial condition or results of operations. The Company has presented comprehensive income in a separate Consolidated Statement of Comprehensive Income and in Note 9 of the Notes to Consolidated Financial Statements.
In May 2011, the FASB issued ASU 2011-04, Fair Value Measurement (Topic 820): Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs. This ASU was issued concurrently with IFRS 13, Fair Value Measurements, to provide largely identical guidance about fair value measurement and disclosure requirements. The new standards do not extend the use of fair value but, rather, provide guidance about how fair value should be applied where it already is required or permitted under IFRS or U.S. GAAP. For U.S. GAAP, most of the changes are clarifications of existing guidance or wording changes to align with IFRS 13. A public entity was required to apply the ASU prospectively for interim and annual periods beginning after December 15, 2011. In the period of adoption, a reporting entity was required to disclose a change, if any, in valuation technique and related inputs that result from applying the ASU and to quantify the total effect, if practicable. The adoption of this pronouncement did not have a material impact on the Company’s financial condition or results of operations.
In April 2011, the FASB issued ASU 2011-03, Transfer and Servicing (Topic 860): Reconsideration of Effective Control for Repurchase Agreements, which affects entities that enter into agreements to transfer financial assets that both entitle and obligate the transferor to repurchase or redeem the financial assets before their maturity. The amendments in this Update remove from the assessment of effective control the criterion requiring the transferor to have the ability to repurchase or redeem the financial assets on substantially the agreed terms, even in the event of default by the transferee, and the collateral maintenance implementation guidance related to that criterion. Other criteria applicable to the assessment of effective control are not changed by the amendments in this Update. Those criteria indicate that the transferor is deemed to have maintained effective control over the financial assets transferred (and thus must account for the transaction as a secured borrowing) for agreements that both entitle and obligate the transferor to repurchase or redeem the financial assets before their maturity if all of the following conditions are met: (1) the financial assets to be repurchased or redeemed are the same or substantially the same as those transferred (2) the agreement is to repurchase or redeem them before maturity, at a fixed or determinable price and (3) the agreement is entered into contemporaneously with, or in contemplation of, the transfer. The guidance in this Update was effective for the first interim or annual period beginning on or after December 15, 2011. The guidance should be applied prospectively to transactions or modifications of existing transactions that occur on or after the effective date. The adoption of this pronouncement did not have a material impact on the Company’s financial condition or results of operations.
In December 2010, the FASB issued ASU 2010-29, Business Combinations (Topic 805): Disclosure of Supplementary Pro Forma Information for Business Combinations (a consensus of the FASB Emerging Issues Task Force), which specifies that if a public entity presents comparative financial statements, the entity should disclose revenue and earnings of the combined entity as though the business combination(s) that occurred during the current year had occurred as of the beginning of the comparable prior annual reporting period only. The amendments in this Update also expand the supplemental pro forma disclosures under Topic 805 to include a description of the nature and amount of material, nonrecurring pro forma adjustments directly attributable to the business combination included in the reported pro forma revenue and earnings. The amendments in this Update were effective prospectively for business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2010. The adoption of this pronouncement did not have a material impact on the Company’s financial condition or results of operations.
In December 2010, the FASB issued ASU 2010-28, Intangibles—Goodwill and Other (Topic 350): When to Perform Step 2 of the Goodwill Impairment Test for Reporting Units with Zero or Negative Carrying Amounts (a consensus of the FASB Emerging Issues Task Force), which modifies Step 1 of the goodwill impairment test for reporting units with zero or negative carrying amounts. For those reporting units, an entity is required to perform Step 2 of the goodwill impairment test if it is more likely than not that a goodwill impairment exists. In determining whether it is more likely than not that a goodwill impairment exists, an entity should consider whether there are any adverse qualitative factors indicating that an impairment may exist. The qualitative factors are consistent with the existing guidance, which requires that goodwill of a reporting unit be tested for impairment between annual tests if an event occurs or circumstances change that would more likely than not reduce the fair

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value of a reporting unit below its carrying amount. For public entities, the amendments in this Update were effective for fiscal years, and interim periods within those years, beginning after December 15, 2010. The adoption of this pronouncement did not have a material impact on the Company’s financial condition or results of operations.

In April 2010, the FASB issued ASU 2010-18, Receivables (Topic 310): Effect of a Loan Modification When the Loan Is Part of a Pool That Is Accounted for as a Single Asset (A consensus of the FASB Emerging Issues Task Force), which states that modifications of loans that are accounted for within a pool under ASC 310-30 do not result in the removal of those loans from the pool even if the modification of those loans would otherwise be considered a troubled debt restructuring. An entity will continue to be required to consider whether the pool of assets in which the loan is included is impaired if expected cash flows for the pool change. The amendments do not affect the accounting for loans under the scope of ASC 310-30 that are not accounted for within pools. Loans accounted for individually under ASC 310-30 continue to be subject to the troubled debt restructuring accounting provisions within ASC 310-40, “Receivables—Troubled Debt Restructurings by Creditors”. The amendments were effective for modifications of loans accounted for within pools under Subtopic 310-30 occurring in the first interim or annual period ending on or after July 15, 2010. The adoption of this pronouncement did not have a material impact on the Company’s financial condition or results of operations.
In January 2010, the FASB issued ASU 2010-06, Fair Value Measurements and Disclosures (Topic 820): Improving Disclosures about Fair Value Measurements, to improve disclosures about fair value measurements. This guidance requires new disclosures on transfers into and out of Level 1 and 2 measurements of the fair value hierarchy and requires separate disclosures about purchases, sales, issuances, and settlements relating to Level 3 measurements. It also clarifies existing fair value disclosures relating to the level of disaggregation and inputs and valuation techniques used to measure fair value. It was effective for the first reporting period (including interim periods) beginning after December 15, 2009, except for the requirement to provide the Level 3 activity of purchases, sales, issuances, and settlements on a gross basis, which was effective for fiscal years beginning after December 15, 2010. The adoption of this pronouncement did not have a material impact on the Company’s financial condition or results of operations.
 
12.
Subsequent Events
As defined in FASB ASC 855-10, “Subsequent Events”, subsequent events are events or transactions that occur after the balance sheet date but before financial statements are issued or available to be issued. Financial statements are considered issued when they are widely distributed to shareholders and other financial statement users for general use and reliance in a form and format that compiles with GAAP.
Based on the evaluation, the Company did not identify any recognized subsequent events that would have required an adjustment to the financial statements.
 
Item 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
Forward Looking Statements
Certain statements contained herein are not based on historical facts and are “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Such forward-looking statements may be identified by reference to a future period or periods or by the use of forward-looking terminology, such as
“may,” “will,” “believe,” “expect,” “estimate,” “anticipate,” “continue,” or similar terms or variations on those terms, or the negative of those terms. Forward-looking statements are subject to numerous risks and uncertainties, including, but not limited to, those related to the economic environment, particularly in the market areas in which Investors Bancorp, Inc. (the “Company”) operates, competitive products and pricing, fiscal and monetary policies of the U.S. Government, changes in government regulations or interpretations of regulations affecting financial institutions, changes in prevailing interest rates, acquisitions and the integration of acquired businesses, credit risk management, asset-liability management, the financial and securities markets and the availability of and costs associated with sources of liquidity.
The Company wishes to caution readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made. The Company wishes to advise that the factors listed above could affect the Company’s financial performance and could cause the Company’s actual results for future periods to differ materially from any opinions or statements expressed with respect to future periods in any current statements. The Company does not undertake and specifically declines any obligation to publicly release the result of any revisions, which may be made to any forward-looking statements to reflect events or circumstances after the date of such statements or to reflect the occurrence of anticipated or unanticipated events except as may be required by law.
Critical Accounting Policies

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We consider accounting policies that require management to exercise significant judgment or discretion or to make significant assumptions that have, or could have, a material impact on the carrying value of certain assets or on income, to be critical accounting policies. We consider the following to be our critical accounting policies.
Allowance for Loan Losses. The allowance for loan losses is the estimated amount considered necessary to cover credit losses inherent in the loan portfolio at the balance sheet date. The allowance is established through the provision for loan losses that is charged against income. In determining the allowance for loan losses, we make significant estimates and, therefore, have identified the allowance as a critical accounting policy. The methodology for determining the allowance for loan losses is considered a critical accounting policy by management because of the high degree of judgment involved, the subjectivity of the assumptions used, and the potential for changes in the economic environment that could result in changes to the amount of the recorded allowance for loan losses.
The allowance for loan losses has been determined in accordance with U.S. generally accepted accounting principles, under which we are required to maintain an allowance for probable losses at the balance sheet date. We are responsible for the timely and periodic determination of the amount of the allowance required. We believe that our allowance for loan losses is adequate to cover specifically identifiable losses, as well as estimated losses inherent in our portfolio for which certain losses are probable but not specifically identifiable.
Management performs a quarterly evaluation of the adequacy of the allowance for loan losses. The analysis of the allowance for loan losses has two components: specific and general allocations. Specific allocations are made for loans determined to be impaired. A loan is deemed to be impaired if it is a commercial real estate, multi-family or construction loan with an outstanding balance greater than $1.0 million and on non-accrual status, loans modified in a troubled debt restructuring, and other loans if management has specific information of a collateral shortfall. Impairment is measured by determining the present value of expected future cash flows or, for collateral-dependent loans, the fair value of the collateral adjusted for market conditions and selling expenses. The general allocation is determined by segregating the remaining loans, including those loans not meeting the Company’s definition of an impaired loan, by type of loan, risk weighting (if applicable) and payment history. We also analyze historical loss experience, delinquency trends, general economic conditions, geographic concentrations, and industry and peer comparisons. This analysis establishes factors that are applied to the loan groups to determine the amount of the general allocations. This evaluation is inherently subjective as it requires material estimates that may be susceptible to significant revisions based upon changes in economic and real estate market conditions. Actual loan losses may be significantly more than the allowance for loan losses we have established which could have a material negative effect on our financial results.
On a quarterly basis, management’s Allowance for Loan Loss Committee reviews the current status of various loan assets in order to evaluate the adequacy of the allowance for loan losses. In this evaluation process, specific loans are analyzed to determine their potential risk of loss. This process includes all loans, concentrating on non-accrual and classified loans. Each non-accrual or classified loan is evaluated for potential loss exposure. Any shortfall results in a recommendation of a specific allowance if the likelihood of loss is evaluated as probable. To determine the adequacy of collateral on a particular loan, an estimate of the fair market value of the collateral is based on the most current appraised value available. This appraised value is then reduced to reflect estimated liquidation expenses.
The results of this quarterly process are summarized along with recommendations and presented to Executive and Senior Management for their review. Based on these recommendations, loan loss allowances are approved by Executive and Senior Management. All supporting documentation with regard to the evaluation process, loan loss experience, allowance levels and the schedules of classified loans are maintained by the Lending Administration Department. A summary of loan loss allowances is presented to the Board of Directors on a quarterly basis.
Our primary lending emphasis has been the origination of commercial real estate loans, multi-family loans and the origination and purchase of residential mortgage loans. We also originate commercial and industrial loans, home equity loans and home equity lines of credit. These activities resulted in a loan concentration in residential mortgages, as well as a concentration of loans secured by real property located in New Jersey and New York. As a substantial amount of our loan portfolio is collateralized by real estate, appraisals of the underlying value of property securing loans are critical in determining the amount of the allowance required for specific loans. Assumptions for appraisal valuations are instrumental in determining the value of properties. Overly optimistic assumptions or negative changes to assumptions could significantly impact the valuation of a property securing a loan and the related allowance determined. The assumptions supporting such appraisals are carefully reviewed by management to determine that the resulting values reasonably reflect amounts realizable on the related loans.
For commercial real estate, construction and multi-family loans, the Company obtains an appraisal for all collateral dependent loans upon origination and an updated appraisal in the event interest or principal payments are 90 days delinquent or when the timely collection of such income is considered doubtful. This is done in order to determine the specific reserve needed upon initial recognition of a collateral dependent loan as non-accrual and/or impaired. In subsequent reporting periods, as part of the allowance

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for loan loss process, the Company reviews each collateral dependent commercial real estate loan previously classified as non-accrual and/or impaired and assesses whether there has been an adverse change in the collateral value supporting the loan. The Company utilizes information from its commercial lending officers and its loan workout department’s knowledge of changes in real estate conditions in our lending area to identify if possible deterioration of collateral value has occurred. Based on the severity of the changes in market conditions, management determines if an updated appraisal is warranted or if downward adjustments to the previous appraisal are warranted. If it is determined that the deterioration of the collateral value is significant enough to warrant ordering a new appraisal, an estimate of the downward adjustments to the existing appraised value is used in assessing if additional specific reserves are necessary until the updated appraisal is received.
For homogeneous residential mortgage loans, the Company’s policy is to obtain an appraisal upon the origination of the loan and an updated appraisal in the event a loan becomes 90 days delinquent. Thereafter, the appraisal is updated every two years if the loan remains in non-performing status and the foreclosure process has not been completed. Management adjusts the appraised value of residential loans to reflect estimated selling costs and estimated declines in the real estate market.
In determining the allowance for loan losses, management believes the potential for outdated appraisals has been mitigated for impaired loans and other non-performing loans. As described above, the loans are individually assessed to determine that the loan’s carrying value is not in excess of the fair value of the collateral. Loans are generally charged off after an analysis is completed which indicates that collectability of the full principal balance is in doubt.
Based on the composition of our loan portfolio, we believe the primary risks are increases in interest rates, a continued decline in the general economy, and a further decline in real estate market values in New Jersey, New York and surrounding states. Any one or combination of these events may adversely affect our loan portfolio resulting in increased delinquencies, loan losses and future levels of loan loss provisions. We consider it important to maintain the ratio of our allowance for loan losses to total loans at an adequate level given current economic conditions, interest rates, and the composition of the portfolio.
Our allowance for loan losses reflects probable losses considering, among other things, the continued adverse economic conditions, the actual growth and change in composition of our loan portfolio, the level of our non-performing loans and our charge-off experience. We believe the allowance for loan losses reflects the inherent credit risk in our portfolio.
Although we believe we have established and maintained the allowance for loan losses at adequate levels, additions may be necessary if the current economic environment continues or deteriorates. Management uses the best information available; however, the level of the allowance for loan losses remains an estimate that is subject to significant judgment and short-term change. In addition, the Federal Deposit Insurance Corporation and the New Jersey Department of Banking and Insurance, as an integral part of their examination process, will periodically review our allowance for loan losses. Such agencies may require us to recognize adjustments to the allowance based on their judgments about information available to them at the time of their examination.
Deferred Income Taxes. The Company records income taxes in accordance with ASC 740, “Income Taxes,” as amended, using the asset and liability method. Accordingly, deferred tax assets and liabilities: (i) are recognized for the expected future tax consequences of events that have been recognized in the financial statements or tax returns; (ii) are attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases; and (iii) are measured using enacted tax rates expected to apply in the years when those temporary differences are expected to be recovered or settled. Where applicable, deferred tax assets are reduced by a valuation allowance for any portions determined not likely to be realized. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income tax expense in the period of enactment. The valuation allowance is adjusted, by a charge or credit to income tax expense, as changes in facts and circumstances warrant.
Asset Impairment Judgments. Certain of our assets are carried on our consolidated balance sheets at cost, fair value or at the lower of cost or fair value. Valuation allowances or write-downs are established when necessary to recognize impairment of such assets. We periodically perform analyses to test for impairment of such assets. In addition to the impairment analyses related to our loans discussed above, another significant impairment analysis is the determination of whether there has been an other-than-temporary decline in the value of one or more of our securities.
Our available-for-sale portfolio is carried at estimated fair value, with any unrealized gains or losses, net of taxes, reported as accumulated other comprehensive income or loss in stockholders’ equity. While the Company does not intend to sell these securities, and it is more likely than not that we will not be required to sell these securities before their anticipated recovery of the remaining amortized cost basis, the Company has the ability to sell the securities. Our held-to-maturity portfolio, consisting primarily of mortgage backed securities and other debt securities for which we have a positive intent and ability to hold to maturity, is carried at amortized cost. We conduct a periodic review and evaluation of the securities portfolio to determine if the value of any security has declined below its cost or amortized cost, and whether such decline is other-than-temporary. Management utilizes various inputs to determine the fair value of the portfolio. To the extent they exist, unadjusted quoted market prices in active markets (level 1) or quoted prices on similar assets (level 2) are utilized to determine the fair value of each investment in the portfolio. In the

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absence of quoted prices and in an illiquid market, valuation techniques, which require inputs that are both significant to the fair value measurement and unobservable (level 3), are used to determine fair value of the investment. Valuation techniques are based on various assumptions, including, but not limited to cash flows, discount rates, rate of return, adjustments for nonperformance and liquidity, and liquidation values. Management is required to use a significant degree of judgment when the valuation of investments includes unobservable inputs. The use of different assumptions could have a positive or negative effect on our consolidated financial condition or results of operations.
The fair values of our securities portfolio are also affected by changes in interest rates. When significant changes in interest rates occur, we evaluate our intent and ability to hold the security to maturity or for a sufficient time to recover our recorded investment balance.
If a determination is made that a debt security is other-than-temporarily impaired, the Company will estimate the amount of the unrealized loss that is attributable to credit and all other non-credit related factors. The credit related component will be recognized as an other-than-temporary impairment charge in non-interest income as a component of gain (loss) on securities, net. The non-credit related component will be recorded as an adjustment to accumulated other comprehensive income, net of tax.
Goodwill Impairment. Goodwill is presumed to have an indefinite useful life and is tested, at least annually, for impairment at the reporting unit level. Impairment exists when the carrying amount of goodwill exceeds its implied fair value. For purposes of our goodwill impairment testing, we have identified a single reporting unit.
We early adopted the FASB Accounting Standards Update (“ASU”) 2011-08, Intangibles—Goodwill and Other (Topic 350): Testing Goodwill for Impairment, in 2011, which permited an entity to make a qualitative assessment of whether it is more likely than not that a reporting unit’s fair value is less than its carrying amount before applying the two-step goodwill impairment test.
Valuation of Mortgage Servicing Rights (MSR). The initial asset recognized for originated MSR is measured at fair value. The fair value of MSR is estimated by reference to current market values of similar loans sold with servicing released. MSR are amortized in proportion to and over the period of estimated net servicing income. We apply the amortization method for measurements of our MSR. MSR are assessed for impairment based on fair value at each reporting date. MSR impairment, if any, is recognized in a valuation allowance through charges to earnings as a component of fees and service charges. Increases in the fair value of impaired MSR are recognized only up to the amount of the previously recognized valuation allowance.
We assess impairment of our MSR based on the estimated fair value of those rights with any impairment recognized through a valuation allowance. The estimated fair value of the MSR is obtained through independent third party valuations through an analysis of future cash flows, incorporating estimates of assumptions market participants would use in determining fair value including market discount rates, prepayment speeds, servicing income, servicing costs, default rates and other market driven data, including the market’s perception of future interest rate movements. The allowance is then adjusted in subsequent periods to reflect changes in the measurement of impairment. All assumptions are reviewed for reasonableness on a quarterly basis to ensure they reflect current and anticipated market conditions.
The fair value of MSR is highly sensitive to changes in assumptions. Changes in prepayment speed assumptions generally have the most significant impact on the fair value of our MSR. Generally, as interest rates decline, mortgage loan prepayments accelerate due to increased refinance activity, which results in a decrease in the fair value of MSR. As interest rates rise, mortgage loan prepayments slow down, which results in an increase in the fair value of MSR. Thus, any measurement of the fair value of our MSR is limited by the conditions existing and the assumptions utilized as of a particular point in time, and those assumptions may not be appropriate if they are applied at a different point in time.
Stock-Based Compensation. We recognize the cost of employee services received in exchange for awards of equity instruments based on the grant-date fair value of those awards in accordance with ASC 718, “Compensation-Stock Compensation”.
We estimate the per share fair value of option grants on the date of grant using the Black-Scholes option pricing model using assumptions for the expected dividend yield, expected stock price volatility, risk-free interest rate and expected option term. These assumptions are subjective in nature, involve uncertainties and, therefore, cannot be determined with precision. The Black-Scholes option pricing model also contains certain inherent limitations when applied to options that are not traded on public markets.
The per share fair value of options is highly sensitive to changes in assumptions. In general, the per share fair value of options will move in the same direction as changes in the expected stock price volatility, risk-free interest rate and expected option term, and in the opposite direction as changes in the expected dividend yield. For example, the per share fair value of options will generally increase as expected stock price volatility increases, risk-free interest rate increases, expected option term increases and expected dividend yield decreases. The use of different assumptions or different option pricing models could result in materially different per share fair values of options.

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Executive Summary
Investors Bancorp’s fundamental business strategy is to be a well capitalized, full service, community bank which provides high quality customer service and competitively priced products and services to individuals and businesses in the communities we serve.
Our results of operations depend primarily on net interest income, which is directly impacted by the market interest rate environment. Net interest income is the difference between the interest income we earn on our interest-earning assets, primarily mortgage loans and investment securities, and the interest we pay on our interest-bearing liabilities, primarily time deposits, interest-bearing transaction accounts and borrowed funds. Net interest income is affected by the level of interest rates, the shape of the market yield curve, the timing of the placement and the re-pricing of interest-earning assets and interest-bearing liabilities on our balance sheet, and the prepayment rate on our mortgage-related assets.
The low interest rate environment has resulted in our earning assets being originated at reduced yields. The Company has been able to partially offset the yield compression by lowering the interest rates on our interest bearing liabilities. The current interest rate environment is forecasted to remain at these low levels for the remainder of the year and possibly through year end 2013. The Company will continue to manage its interest rate risk.
The Company’s results of operations are also significantly affected by general economic conditions. The national and regional unemployment rates remain at elevated levels. This factor coupled with the weakness in the housing and real estate markets have resulted in the Company recognizing higher credit costs on the loan portfolio. Despite these conditions our overall level of non-performing loans remains low compared to our national and regional peers. We attribute this to our conservative underwriting standards as well as our diligence in resolving our troubled loans.
We continue to actively look for opportunities to enhance shareholder value. In June 2012, the Company announced the signing of the definitive merger agreement to acquire Marathon Banking Corporation. Marathon has approximately $900 million in assets, $780 million in deposits, and 13 full service branches in the New York Metropolitan area. This along with the acquisition of Brooklyn Federal Bancorp, Inc. completed in January 2012 increases our presence in the New York market and complements our New York City loan production office.
Our balance sheet continued to show strong growth this quarter as investments increased 21.4% to $1.54 billion and net loans, including loans held for sale, increased to $9.21 billion or 4.6% since December 31, 2011. The loan growth continues to be predominately in the commercial and multi-family portfolios. Our primary source of funding is deposits which totaled $7.9 billion and our core deposits increased 19.5% this quarter to $4.80 billion. At June 30, 2012, our core deposit to total deposit ratio was 60.8%.
Comparison of Financial Condition at June 30, 2012 and December 31, 2011
Total Assets. Total assets increased by $780.0 million, or 7.3%, to $11.48 billion at June 30, 2012 from $10.70 billion at December 31, 2011. This increase was largely the result of net loans, including loans held for sale increasing $401.1 million to $9.21 billion at June 30, 2012 from $8.81 billion at December 31, 2011 and a $339.8 million increase in total available for sale securities to $1.32 billion at June 30, 2012 from $983.7 million at December 31, 2011.
Net Loans Net loans, including loans held for sale, increased by $401.1 million, or 4.6%, to $9.21 billion at June 30, 2012 from $8.81 billion at December 31, 2011. This increase in loans reflects our continued focus on generating multi-family and commercial real estate loans, which was partially offset by pay downs and payoffs of loans. The loans we originate and purchase are on properties located primarily in New Jersey and New York.

We originate residential mortgage loans through our mortgage subsidiary, Investors Home Mortgage Co. For the six months ended June 30, 2012, Investors Home Mortgage Co. originated $781.4 million in residential mortgage loans of which $404.8 million were sold to third party investors and $376.6 million were added to our portfolio. We also purchased mortgage loans from correspondent entities including other banks and mortgage bankers. Our agreements with these correspondent entities require them to originate loans that adhere to our underwriting standards. During the six months ended June 30, 2012, we purchased loans totaling $301.3 million from these entities. In addition, we acquired $177.5 million in loans from Brooklyn Federal and subsequently sold $49.4 million of commercial real estate loans and $37.9 million of commercial real estate loans on a pass through basis to a third party.

For the six months ended June 30, 2012, we originated $437.5 million in multi-family loans, $205.2 million in commercial real estate loans, $36.2 million in commercial and industrial loans, $37.0 million in consumer and other loans and $25.5 million in construction loans.

At June 30, 2012, total loans were $9.29 billion and included $4.98 billion in residential loans, $2.17 billion in multi-family loans, $1.52 billion in commercial real estate loans, $264.0 million in construction loans, $237.5 million in consumer and other loans and

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$127.8 million in commercial and industrial loans.
The Company also originates interest-only one- to four-family mortgage loans in which the borrower makes only interest payments for the first five, seven or ten years of the mortgage loan term. This feature will result in future increases in the borrower’s loan repayment when the contractually required repayments increase due to the required amortization of the principal amount. These payment increases could affect the borrower’s ability to repay the loan. The amount of interest-only one- to four-family mortgage loans at June 30, 2012 was $430.5 million compared to $478.4 million at December 31, 2011. The ability of borrowers to repay their obligations are dependent upon various factors including the borrowers’ income and net worth, cash flows generated by the underlying collateral, value of the underlying collateral and priority of the Company’s lien on the property. Such factors are dependent upon various economic conditions and individual circumstances beyond the Company’s control. The Company is, therefore, subject to risk of loss. The Company maintains stricter underwriting criteria for these interest-only loans than it does for its amortizing loans. The Company believes these criteria adequately reduce the potential exposure to such risks and that adequate provisions for loan losses are provided for all known and inherent risks.
The following table sets forth non-accrual loans and accruing past due loans on the dates indicated as well as certain asset quality ratios:
 
 
June 30,
2012
 
March 31,
2012
 
December 30,
2011
 
September 30,
2011
 
June 30,
2011
 
# of loans
 
Amount
 
# of loans
 
Amount
 
# of loans
 
Amount
 
# of loans
 
Amount
 
# of loans
 
Amount
 
 
 
 
 
(Dollars in millions)
Accruing past due loans:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
30 to 59 days past due:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Residential and consumer
65

 
$16.3
 
65

 
$
14.9

 
80

 
$
19.1

 
75

 
$
18.8

 
84

 
$
18.0

Construction

 

 

 

 
1

 
0.7

 
1

 
1.5

 
1

 
6.3

Multi-family
4

 
4.6

 
2

 
16.0

 
2

 
0.8

 
1

 
0.7

 
1

 
1.4

Commercial real estate
1

 
0.2

 
2

 
1.8

 
2

 
1.5

 
1

 
0.1

 
5

 
6.0

Commercial and industrial

 

 

 

 

 

 
1

 
0.1

 

 

Total 30 to 59 days past due
70

 
21.1

 
69

 
32.7

 
85

 
22.1

 
79

 
21.2

 
91

 
31.7

60 to 89 days past due:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Residential and consumer
40

 
8.4

 
25

 
4.4

 
33

 
10.0

 
36

 
9.8

 
32

 
6.0

Construction
1

 
0.2

 

 

 

 

 

 

 

 

Multi-family

 

 

 

 
4

 
6.2

 

 

 
1

 
2.5

Commercial real estate

 

 

 

 

 

 
1

 
0.3

 
2

 
1.6

Commercial and industrial
3

 
3.3

 
1

 
0.7

 

 

 
1

 
0.4

 
1

 
0.1

Total 60 to 89 days past due
44

 
11.9

 
26

 
5.1

 
37

 
16.2

 
38

 
10.5

 
36

 
10.2

Total accruing past due loans
114

 
$33.0
 
95

 
$
37.8

 
122

 
$
38.3

 
117

 
$
31.7

 
127

 
$
41.9

Non-accrual:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Residential and consumer
328

 
$81.7
 
328

 
$
86.1

 
321

 
$
85.0

 
300

 
$
79.5

 
285

 
$
78.6


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Construction
15

 
51.4

 
16

 
57.2

 
15

 
57.1

 
25

 
75.4

 
24

 
80.1

Multi-family
6

 
13.3

 
4

 
6.2

 

 

 
2

 
0.7

 
2

 
0.7

Commercial real estate
1

 
1.2

 
2

 
0.4

 
1

 
0.1

 
11

 
5.7

 
8

 
3.9

Commercial and industrial
2

 
0.8

 

 

 

 

 
4

 
0.7

 
3

 
0.6

Total Non-accrual Loans
352

 
148

 
350

 
$
149.9

 
337

 
$
142.2

 
342

 
$
162.0

 
322

 
$
163.9

Accruing troubled debt restructured loans
17

 
$8.9
 
15

 
$
8.4

 
15

 
$
10.5

 
15

 
$
10.5

 
15

 
$
10.5

Non-accrual loans to total loans
 
 
1.60
%
 
 
 
1.64
%
 
 
 
1.60
%
 
 
 
1.82
%
 
 
 
1.91
%
Allowance for loan loss as a percent of non-accrual loans
 
 
86.58
%
 
 
 
82.53
%
 
 
 
82.44
%
 
 
 
71.89
%
 
 
 
65.32
%
Allowance for loan losses as a percent of total loans
 
 
1.38
%
 
 
 
1.35
%
 
 
 
1.32
%
 
 
 
1.31
%
 
 
 
1.25
%
Total non-accrual loans increased $6.2 million to $148.4 million at June 30, 2012 compared to $142.2 million at December 31, 2011. At June 30, 2012, there were $20.1 million of loans deemed trouble debt restructurings, of which $8.9 million were accruing and $11.2 million were on non-accrual. Additionally, at June 30, 2012, a $6.5 million multi-family loan that was 60 days delinquent was place on non-accrual.
At June 30, 2012, loans meeting the Company’s definition of an impaired loan were primarily collateral-dependent and totaled $79.4 million of which $42.0 million of impaired loans had a specific allowance for credit losses of $9.9 million and $34.4 million of impaired loans had no specific allowance for credit losses. At December 31, 2011, loans meeting the Company’s definition of an impaired loan were primarily collateral dependent and totaled $70.7 million, of which $24.7 million of impaired loans had a related allowance for credit losses of $7.4 million and $46.0 million of impaired loans had no related allowance for credit losses.
At June 30, 2012, there were 4 commercial real estate loans totaling $10.1 million and 29 residential loans totaling $10.0 million which are deemed troubled debt restructurings. At June 30, 2012, 3 of the commercial real estate loan totaling $7.6 million and 14 of the residential loan totaling $3.6 million were included in non-accrual loans.
In addition to non-accrual loans we continue to monitor our portfolio for potential problem loans. Potential problem loans are defined as loans about which we have concerns as to the ability of the borrower to comply with the present loan repayment terms and which may cause the loan to be placed on non-accrual status. As of June 30, 2012 , there were 4 multi-family loans totaling $4.6 million, and 3 commercial and industrial loan totaling $3.3 million that the Company has deemed as potential problem loans. Management is actively monitoring these loans.
The ratio of non-accrual loans to total loans was 1.60 % at June 30, 2012 compared to 1.60% at December 31, 2011. The allowance for loan losses as a percentage of non-accrual loans was 86.58% at June 30, 2012 compared with 82.54% at December 31, 2011. At June 30, 2012 our allowance for loan losses as a percentage of total loans was 1.38% compared with 1.32% at December 31, 2011.
The following table sets forth the allowance for loan losses at June 30, 2012 and December 31, 2011 allocated by loan category and the percent of loans in each category to total loans at the dates indicated. The allowance for loan losses allocated to each category is not necessarily indicative of future losses in any particular category and does not restrict the use of the allowance to absorb losses in other categories.
 

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June 30, 2012
 
December 31, 2011
 
Allowance for
Loan Losses
 
Percent of Loans
in Each Category
to Total Loans
 
Allowance for
Loan Losses
 
Percent of Loans
in Each Category
to Total Loans
 
(Dollars in thousands)
End of period allocated to:
 
 
 
 
 
 
 
Residential mortgage loans
$
32,487

 
53.58
%
 
$
32,447

 
56.59
%
Multi-family
25,560

 
23.31
%
 
13,863

 
20.42
%
Commercial real estate
30,497

 
16.33
%
 
30,947

 
15.95
%
Construction loans
23,522

 
2.84
%
 
22,839

 
3.12
%
Commercial and industrial
4,327

 
1.38
%
 
3,677

 
1.20
%
Consumer and other loans
1,912

 
2.56
%
 
1,335

 
2.72
%
Unallocated
10,169

 

 
12,134

 

Total allowance
$
128,474

 
100.00
%
 
$
117,242

 
100.00
%

The allowance for loan losses increased by $11.2 million to $128.5 million at June 30, 2012 from $117.2 million at December 31, 2011. The increase in our allowance for loan losses is due to the increased inherent credit risk in our overall portfolio, particularly the credit risk associated with commercial real estate lending; and the level of non-performing loans and delinquent loans caused by the adverse economic conditions in our lending area and the continued growth in the multi-family and commercial real estate loan portfolios. Future increases in the allowance for loan losses may be necessary based on the growth and composition of the loan portfolio, the level of
loan delinquency and the impact of the deterioration of the real estate and economic environments in our lending area.
The triggering events or other circumstances that led to the significant credit deterioration resulting in these construction loan charge-offs were caused by a variety of economic factors including, but not limited to: continued deterioration of the housing and real estate markets in which we lend, significant and continuing declines in the value of real estate which collateralize our construction loans, the overall weakness of the economy, and unemployment in our lending area which has remained stubbornly high. See Note 5 of Notes to Consolidated Financial Statements for further detail.                                                

The Company believes these factors were the triggering events that led to the significant credit deterioration in the loan portfolio in general and the construction loan portfolio in particular. We have aggressively attempted to collect our delinquent loans while establishing specific loan loss reserves to properly value these loans. We record a charge-off when the likelihood of collecting the amounts specifically reserved becomes less likely, due to a variety of reasons that are specific to each loan. For example, some of the reasons that were determining factors in recording charge-offs were as follows: declining liquidity of the borrower/guarantors, no additional collateral that could be posted by borrowers that could be utilized to satisfy the borrower’s obligations, and decisions to move forward with note sales on a select basis in order to reduce levels of non-performing loans.
Future increases in the allowance for loan losses may be necessary based on the growth of the loan portfolio, the change in composition of the loan portfolio, possible future increases in non-performing loans and charge-offs, and the possible continuation of the current adverse economic environment. Although we use the best information available, the level of allowance for loan losses remains an estimate that is subject to significant judgment and short-term change. See “Critical Accounting Policies.”
Securities. Securities, in the aggregate, increased by $272.2 million, or 21.4%, to $1.54 billion at June 30, 2012, from $1.27 billion at December 31, 2011. The increase in the portfolio was primarily due to the purchase of $481.7 million of agency issued mortgage backed securities, and the purchase of $3.0 million in US government and agencies, partially offset by sales of normal pay downs or maturities during the six months ended June 30, 2012.
Goodwill, Stock in the Federal Home Loan Bank, Other Assets. Goodwill increased $17.4 million primarily as a result of the Brooklyn Federal acquisition. The amount of stock we own in the Federal Home Loan Bank (FHLB) increased by $14.7 million from $116.8 million at December 31, 2011 to $131.5 million at June 30, 2012 as a result of an increase in our level of borrowings at June 30, 2012. There was a $1.9 million reduction in bank owned life insurance as a result of death benefit payouts.
Deposits. Deposits increased by $540.6 million, or 7.3%, to $7.90 billion at June 30, 2012 from $7.36 billion at December 31, 2011. This was attributed to an increase in core deposits of $782 million or 19.5%, partially offset by a $241.5 million decrease in certificates of deposit.
Borrowed Funds. Borrowed funds increased $110.2 million, or 4.9%, to $2.37 billion at June 30, 2012 from $2.26 billion at December 31, 2011 to fund our asset growth.

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Stockholders’ Equity. Stockholders' equity increased $57.4 million to $1.02 billion at June 30, 2012 from $967.4 million at December 31, 2011. The increase is primarily attributed to the $42.9 million of net income for the six months ended June 30, 2012, $7.6 million as a result of the acquisition of Brooklyn Federal and $1.8 million of compensation cost related to equity incentive plans.
Average Balance Sheets for the Three and Six Months ended June 30, 2012 and 2011
The following tables present certain information regarding Investors Bancorp, Inc.’s financial condition and net interest income for the three months ended June 30, 2012 and 2011. The tables present the annualized average yield on interest-earning assets and the annualized average cost of interest-bearing liabilities. We derived the yields and costs by dividing annualized income or expense by the average balance of interest-earning assets and interest-bearing liabilities, respectively, for the periods shown. We derived average balances from daily balances over the periods indicated. Interest income includes fees that we consider adjustments to yields.


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INVESTORS BANCORP, INC. AND SUBSIDIARIES
Average Balance Sheet and Yield/Rate Information

 
For Three Months Ended
 
June 30, 2012
 
June 30, 2011
 
Average
Outstanding
Balance
 
 
Interest
Earned/Paid
 
Average
Yield/Rate
 
Average
Outstanding
Balance
 
 
Interest
Earned/Paid
 
Average
Yield/Rate
 
(Dollars in thousands)
Interest-earning assets:
 
 
 
 
 
 
 
 
 
 
 
 
 
Interest-earning cash accounts
$
86,690

  
 
$
7

 
0.03
%
 
$
65,556

  
 
$
6

 
0.04
%
Securities available-for-sale (1)
1,278,226

  
 
6,053

 
1.89
%
 
641,283

  
 
3,856

 
2.41
%
Securities held-to-maturity
234,488

  
 
3,337

 
5.69
%
 
392,104

  
 
5,084

 
5.19
%
Net loans (2)
9,038,667

  
 
112,277

 
4.97
%
 
8,320,014

  
 
108,837

 
5.23
%
Federal Home Loan Bank stock
126,447

  
 
1,263

 
4.00
%
 
100,140

  
 
894

 
3.57
%
Total interest-earning assets
10,764,518

  
 
122,937

 
4.57
%
 
9,519,097

  
 
118,677

 
4.99
%
Non-interest earning assets
472,632

  
 
 
 
 
 
403,903

  
 
 
 
 
Total assets
$
11,237,150

  
 
 
 
 
 
$
9,923,000

  
 
 
 
 
Interest-bearing liabilities:
 
 
 
 
 
 
 
 
 
 
 
 
 
Savings
$
1,486,569

  
 
$
1,989

 
0.54
%
 
$
1,218,472

  
 
$
2,433

 
0.80
%
Interest-bearing checking
1,337,777

  
 
1,649

 
0.49
%
 
989,673

  
 
1,377

 
0.56
%
Money market accounts
1,301,734

  
 
2,072

 
0.64
%
 
856,997

  
 
1,678

 
0.78
%
Certificates of deposit
3,214,617

  
 
10,696

 
1.33
%
 
3,400,451

  
 
14,345

 
1.69
%
Borrowed funds
2,261,258

  
 
14,971

 
2.65
%
 
2,092,137

  
 
16,429

 
3.14
%
Total interest-bearing liabilities
9,601,955

  
 
31,377

 
1.31
%
 
8,557,730

  
 
36,262

 
1.69
%
Non-interest bearing liabilities
623,525

  
 
 
 
 
 
435,619

  
 
 
 
 
Total liabilities
10,225,480

  
 
 
 
 
 
8,993,349

  
 
 
 
 
Stockholders’ equity
1,011,670

  
 
 
 
 
 
929,651

  
 
 
 
 
Total liabilities and stockholders’ equity
$
11,237,150

  
 
 
 
 
 
$
9,923,000

  
 
 
 
 
Net interest income
 
 
 
$
91,560

 
 
 
 
 
 
$
82,415

 
 
Net interest rate spread (3)
 
 
 
 
 
3.26
%
 
 
 
 
 
 
3.30
%
Net interest earning assets (4)
$
1,162,563

  
 
 
 
 
 
$
961,367

  
 
 
 
 
Net interest margin (5)
 
 
 
 
 
3.40
%
 
 
 
 
 
 
3.46
%
Ratio of interest-earning assets to total interest-bearing liabilities
1.12

 
 
 
 
 
1.11

 
 
 
 
 
(1)
Securities available-for-sale are stated at amortized cost, adjusted for unamortized purchased premiums and discounts.
(2)
Net loans include loans held-for-sale and non-accrual loans.
(3)
Net interest rate spread represents the difference between the yield on average interest-earning assets and the cost of average interest-bearing liabilities.
(4)
Net interest-earning assets represent total interest-earning assets less total interest-bearing liabilities.
(5)
Net interest margin represents net interest income divided by average total interest-earning assets.


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Table of Contents

 
For Six Months Ended
 
June 30, 2012
 
June 30, 2011
 
Average
Outstanding
Balance
 
 
Interest
Earned/Paid
 
Average
Yield/Rate
 
Average
Outstanding
Balance
 
 
Interest
Earned/Paid
 
Average
Yield/Rate
 
(Dollars in thousands)
Interest-earning assets:
 
 
 
 
 
 
 
 
 
 
 
 
 
Interest-earning cash accounts
$
87,984

  
 
$
21

 
0.05
%
 
$
68,288

  
 
$
23

 
0.07
%
Securities available-for-sale (1)
1,216,302

  
 
11,945

 
1.96
%
 
612,927

  
 
7,178

 
2.34
%
Securities held-to-maturity
251,836

  
 
7,004

 
5.56
%
 
420,976

  
 
10,862

 
5.16
%
Net loans (2)
8,977,328

  
 
222,529

 
4.96
%
 
8,182,968

  
 
212,318

 
5.19
%
Federal Home Loan Bank stock
119,603

  
 
2,654

 
4.44
%
 
90,427

  
 
1,976

 
4.37
%
Total interest-earning assets
10,653,053

  
 
244,153

 
4.58
%
 
9,375,586

  
 
232,357

 
4.96
%
Non-interest earning assets
473,151

  
 
 
 
 
 
407,344

  
 
 
 
 
Total assets
$
11,126,204

  
 
 
 
 
 
$
9,782,930

  
 
 
 
 
Interest-bearing liabilities:
 
 
 
 
 
 
 
 
 
 
 
 
 
Savings
$
1,447,078

  
 
$
3,962

 
0.55
%
 
$
1,209,551

  
 
$
4,994

 
0.83
%
Interest-bearing checking
1,336,786

  
 
3,349

 
0.50
%
 
1,000,641

  
 
2,823

 
0.56
%
Money market accounts
1,261,608

  
 
4,159

 
0.66
%
 
856,332

  
 
3,408

 
0.80
%
Certificates of deposit
3,309,928

  
 
23,269

 
1.41
%
 
3,389,333

  
 
28,596

 
1.69
%
Borrowed funds
2,162,347

  
 
30,123

 
2.79
%
 
1,961,010

  
 
32,384

 
3.30
%
Total interest-bearing liabilities
9,517,747

  
 
64,862

 
1.36
%
 
8,416,867

  
 
72,205

 
1.72
%
Non-interest bearing liabilities
611,742

  
 
 
 
 
 
446,483

  
 
 
 
 
Total liabilities
10,129,489

  
 
 
 
 
 
8,863,350

  
 
 
 
 
Stockholders’ equity
996,715

  
 
 
 
 
 
919,580

  
 
 
 
 
Total liabilities and stockholders’ equity
$
11,126,204

  
 
 
 
 
 
$
9,782,930

  
 
 
 
 
Net interest income
 
 
 
$
179,291

 
 
 
 
 
 
$
160,152

 
 
Net interest rate spread (3)
 
 
 
 
 
3.22
%
 
 
 
 
 
 
3.24
%
Net interest earning assets (4)
$
1,135,306

  
 
 
 
 
 
$
958,719

  
 
 
 
 
Net interest margin (5)
 
 
 
 
 
3.37
%
 
 
 
 
 
 
3.42
%
Ratio of interest-earning assets to total interest-bearing liabilities
1.12

 
 
 
 
 
1.11

 
 
 
 

(1)
Securities available-for-sale are stated at amortized cost, adjusted for unamortized purchased premiums and discounts.
(2)
Net loans include loans held-for-sale and non-accrual loans.
(3)
Net interest rate spread represents the difference between the yield on average interest-earning assets and the cost of average interest-bearing liabilities.
(4)
Net interest-earning assets represent total interest-earning assets less total interest-bearing liabilities.
(5)
Net interest margin represents net interest income divided by average total interest-earning assets.

Comparison of Operating Results for the Three and Six Months Ended June 30, 2012 and 2011
Net Income. Net income was $24.0 million for the three months ended June 30, 2012 compared to net income of $19.6 million for the three months ended June 30, 2011. Net income was $42.9 for the six months ended June 20, 2012 compared to net income of $37.8 million for the six months ended June 30, 2011. The results for the six months ended June 30, 2012 include the one-time expenses of approximately $6.1 million related to the acquisition of Brooklyn Federal.

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Table of Contents

Net Interest Income. Net interest income increased by $9.1 million, or 11.1%, to $91.6 million for the three months ended June 30, 2012 from $82.4 million for the three months ended June 30, 2011. The increase was primarily due to the average balance of interest earning assets increasing $1.25 billion to $10.76 billion at June 30, 2012 compared to $9.52 billion at June 30, 2011, as well as a 38 basis point decrease in our cost of interest-bearing liabilities to 1.31% for the three months ended June 30, 2012 from 1.69% for the three months ended June 30, 2011. These were partially offset by the average balance of our interest earning liabilities increasing $1.04 billion to $9.60 billion at June 30, 2012 compared to $8.56 billion at June 30, 2011, as well as the yield on our interest-earning assets decreasing 42 basis points to 4.57% for the three months ended June 30, 2012 from 4.99% for the three months ended June 30, 2011. While the yield on our interest earning assets declined due to the lower interest rate environment, our cost of funds also continued to decrease resulting in our net interest margin decreasing by 6 basis points from 3.46% for the three months ended June 30, 2011 to 3.40% for the three months ended June 30, 2012.

Net interest income increased by $19.1 million, or 12.0%, to $179.3 million for the six months ended June 30, 2012 from $160.2 million for the six months ended June 30, 2011. The increase was primarily due to the average balance of interest earning assets increasing $1.28 billion to $10.65 billion at June 30, 2012 compared to $9.38 billion at June 30, 2011, as well as a 36 basis point decrease in our cost of interest-bearing liabilities to 1.36% for the six months ended June 30, 2012 from 1.72% for the six months ended June 30, 2011. These were partially offset by the average balance of our interest earning liabilities increasing $1.10 billion to $9.52 billion at June 30, 2012 compared to $8.42 billion at June 30, 2011, as well as the yield on our interest-earning assets decreasing 38 basis points to 4.58% for the six months ended June 30, 2012 from 4.96% for the six months ended June 30, 2011. While the yield on our interest earning assets declined due to the lower interest rate environment, our cost of funds also continued to fall resulting in our net interest margin decreasing by 5 basis points from 3.42% for the six months ended June 30, 2011 to 3.37% for the six months ended June 30, 2012.
Interest and Dividend Income. Total interest and dividend income increased by $4.3 million, or 3.6%, to $122.9 million for the three months ended June 30, 2012 from $118.7 million for the three months ended June 30, 2011. This increase is attributed to the average balance of interest-earning assets increasing $1.25 billion, or 13.1%, to $10.8 billion for the three months ended June 30, 2012 from $9.52 billion for the three months ended June 30, 2011. This was partially offset by the weighted average yield on interest-earning assets decreasing 42 basis points to 4.57% for the three months ended June 30, 2012 compared to 4.99% for the three months ended June 30, 2011.

Interest income on loans increased by $3.4 million, or 3.2%, to $112.3 million for the three months ended June 30, 2012 from $108.8 million for the three months ended June 30, 2011, reflecting an $718.7 million, or 8.6%, increase in the average balance of net loans to $9.04 billion for the three months ended June 30, 2012 from $8.32 billion for the three months ended June 30, 2011. The increase is primarily attributed to the average balance of multi-family loans and commercial real estate loans increasing $633.0 million and $167.6 million respectively as we continue to focus on diversifying our loan portfolio by adding more multi-family loans and commercial real estate loans. In addition, we recorded $2.2 million in loan prepayment penalties as interest income for the three months ended June 30, 2012 compared to $1.0 million for the three months ended June 30, 2011. This was partially offset by a 26 basis point decrease in the average yield on net loans to 4.97% for the three months ended June 30, 2012 from 5.23% for the three months ended June 30, 2011, as lower rates on new and refinanced loans reflect the current interest rate environment.
  
Interest income on all other interest-earning assets, excluding loans, increased by $820,000, or 8.3%, to $10.7 million for the three months ended June 30, 2012 from $9.8 million for the three months ended June 30, 2011. This increase reflected a $526.8 million increase in the average balance of all other interest-earning assets, excluding loans, to $1.73 billion for the three months ended June 30, 2012 from $1.20 billion for the three months ended June 30, 2011. This was partially offset by the weighted average yield on interest-earning assets, excluding loans, decreasing by 81 basis points to 2.47% for the three months ended June 30, 2012 compared to 3.28% for the three months ended June 30, 2011 reflecting the lower interest rate environment.

Total interest and dividend income increased by $11.8 million, or 5.1%, to $244.2 million for the six months ended June 30, 2012 from $232.4 million for the six months ended June 30, 2011. This increase is attributed to the average balance of interest-earning assets increasing $1.28 billion, or 13.6%, to $10.65 billion for the six months ended June 30, 2012 from $9.38 billion for the six months ended June 30, 2011. This was partially offset by the weighted average yield on interest-earning assets decreasing 38 basis points to 4.58% for the six months ended June 30, 2012 compared to 4.96% for the six months ended June 30, 2011.

Interest income on loans increased by $10.2 million, or 4.8%, to $222.5 million for the six months ended June 30, 2012 from $212.3 million for the six months ended June 30, 2011, reflecting an $794.4 million, or 9.7%, increase in the average balance of net loans to $8.98 billion for the six months ended June 30, 2012 from $8.18 billion for the six months ended June 30, 2011. The increase is primarily attributed to the average balance of multi-family loans and commercial real estate loans increasing $637.1 million and $162.1 million, respectively as we continue to focus on diversifying our loan portfolio by adding more multi-family loans and commercial real estate loans. In addition, we recorded $3.3 million in loan prepayment penalties as interest income for the six months ended June 30, 2012 compared to $1.4 million for the six months ended June 30, 2011. This was partially offset by a 23 basis point decrease in the average yield on net loans to 4.96% for the six months ended June 30, 2012 from 5.19% for the six months ended June 30, 2011,

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Table of Contents

as lower rates on new and refinanced loans reflect the current interest rate environment.

Interest income on all other interest-earning assets, excluding loans, increased by $1.6 million, or 7.9%, to $21.6 million for the six months ended June 30, 2012 from $20.0 million for the six months ended June 30, 2011. This increase reflected a $483.1 million increase in the average balance of all other interest-earning assets, excluding loans, to $1.68 billion for the six months ended June 30, 2012 from $1.19 billion for the six months ended June 30, 2011. This was partially offset by the weighted average yield on interest-earning assets, excluding loans, decreasing by 78 basis points to 2.58% for the six months ended June 30, 2012 compared to 3.36% for the six months ended June 30, 2011 reflecting the current interest rate environment.
Interest Expense. Total interest expense decreased by $4.9 million, or 13.5%, to $31.4 million for the three months ended June 30, 2012 from $36.3 million for the three months ended June 30, 2011. This decrease is attributed to the weighted average cost of total interest-bearing liabilities decreasing 38 basis points to 1.31% for the three months ended June 30, 2012 compared to 1.69% for the three months ended June 30, 2011. This was partially offset by the average balance of total interest-bearing liabilities increasing by $1.0 billion, or 12.2%, to $9.60 billion for the three months ended June 30, 2012 from $8.56 billion for the three months ended June 30, 2011.

Interest expense on interest-bearing deposits decreased $3.4 million, or 17.3% to $16.4 million for the three months ended June 30, 2012 from $19.8 million for the three months ended June 30, 2011. This decrease is attributed to a 34 basis point decrease in the average cost of interest-bearing deposits to 0.89% for the three months ended June 30, 2012 from 1.23% for the three months ended June 30, 2011 as deposit rates reflect this lower interest rate environment. This was partially offset by the average balance of total interest-bearing deposits increasing $875.1 million, or 13.5% to $7.34 billion for the three months ended June 30, 2012 from $6.47 billion for the three months ended June 30, 2011. Core deposit accounts- savings, checking and money market, outpaced average total interest-bearing deposit growth as average core deposits increased $1.06 billion.

Interest expense on borrowed funds decreased by $1.5 million, or 8.9%, to $15.0 million for the three months ended June 30, 2012 from $16.4 million for the three months ended June 30, 2011. This decrease is attributed to the average cost of borrowed funds decreasing 49 basis points to 2.65% for the three months ended June 30, 2012 from 3.14% for the three months ended June 30, 2011 as maturing borrowings repriced to lower interest rates. This was partially offset by the average balance of borrowed funds increasing by $169.1 million or 8.1%, to $2.26 billion for the three months ended June 30, 2012 from $2.09 billion for the three months ended June 30, 2011.

Total interest expense decreased by $7.3 million, or 10.2%, to $64.9 million for the six months ended June 30, 2012 from $72.2 million for the six months ended June 30, 2011. This decrease is attributed to the weighted average cost of total interest-bearing liabilities decreasing 36 basis points to 1.36% for the six months ended June 30, 2012 compared to 1.72% for the six months ended June 30, 2011. This was partially offset by the average balance of total interest-bearing liabilities increasing by $1.10 billion, or 13.1%, to $9.52 billion for the six months ended June 30, 2012 from $8.42 billion for the six months ended June 30, 2011.

Interest expense on interest-bearing deposits decreased $5.1 million, or 12.8% to $34.7 million for the six months ended June 30, 2012 from $39.8 million for the six months ended June 30, 2011. This decrease is attributed to a 29 basis point decrease in the average cost of interest-bearing deposits to 0.94% for the six months ended June 30, 2012 from 1.23% for the six months ended June 30, 2011 as deposit rates reflect the lower interest rate environment. This was partially offset by the average balance of total interest-bearing deposits increasing $899.5 million, or 13.9% to $7.35 billion for the six months ended June 30, 2012 from $6.46 billion for the six months ended June 30, 2011. Core deposit accounts- savings, checking and money market, outpaced average total interest-bearing deposit growth as average core deposits increased $978.9 million.

Interest expense on borrowed funds decreased by $2.3 million, or 7.0%, to $30.1 million for the six months ended June 30, 2012 from $32.4 million for the six months ended June 30, 2011. This decrease is attributed to the average cost of borrowed funds decreasing 51 basis points to 2.79% for the six months ended June 30, 2012 from 3.30% for the six months ended June 30, 2011 as maturing borrowings repriced to lower interest rates. This was partially offset by the average balance of borrowed funds increasing by $201.3 million or 10.3%, to $2.16 billion for the six months ended June 30, 2012 from $1.96 billion for the six months ended June 30, 2011.
Provision for Loan Losses. Our provision for loan losses was $19.0 million for the three months ended June 30, 2012 compared to $18.5 million for the three months ended June 30, 2011. For the three months ended June 30, 2012, net charge-offs were $14.0 million compared to $10.4 million for the three months ended June 30, 2011. For the six months ended June 30, 2012, our provision for loan losses was $32.0 million compared to $35.5 million for the six months ended June 30, 2011. For the six months ended June 30, 2012, net charge-offs were $20.8 million compared to $19.5 million for the six months ended June 30, 2011. The inherent credit risk in our overall portfolio, particularly the credit risk associated with commercial real estate lending, and the level of non-performing loans and delinquent loans caused by the adverse economic conditions in our lending area resulted in a $19.0 million provision for the quarter. See discussion of the allowance for loan losses and non-accrual loans in “Comparison of Financial

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Table of Contents

Condition at June 30, 2012 and December 31, 2011.
Non-interest Income. Total non-interest income increased by $4.4 million, or 71.5% to $10.6 million for the three months ended June 30, 2012 from $6.2 million for the three months ended June 30, 2011. The increase is primarily attributed to the gain on the sale of loans increasing $3.1 million to $4.8 million, and a $928,000 increase in other non-interest income primarily from the fees associated with the sale of non-deposit investment products. In addition, fees and service charges relating primarily to the servicing of third party loan portfolios as well as fees from commercial deposit and loan accounts increased $ 413,000 to $4.2 million for the three months ended June 30, 2012.

Total non-interest income increased by $7.9 million, or 61.1% to $20.9 million for the six months ended June 30, 2012 from $ 13.0 million for the six months ended June 30, 2011. The increase is primarily attributed to the gain on the sale of loans increasing $4.8 million to $8.7 million, and a $1.7 million increase in other non-interest income primarily from the fees associated with the sale of non-deposit investment products. In addition, fees and service charges relating primarily to the servicing of third party loan portfolios as well as fees from commercial deposit and loan accounts increased $1.6 million to $9.2 million for the six months ended June 30, 2012.
Non-interest Expenses. Total non-interest expenses increased by $5.0 million, or 12.6%, to $44.9 million for the three months ended June 30, 2012 from $39.9 million for the three months ended June 30, 2011. Compensation and fringe benefits increased $4.0 million primarily as a result of the staff additions to support our continued growth, including employees from the acquisition of Brooklyn Federal, and normal merit increases. Data processing expenses increased $830,000 primarily due to the growth in the number of accounts and branches. These increases were partially offset by a $750,000 decrease in our FDIC insurance premium due to the implementation of FDIC assessment regulations finalized in July 2011.

Total non-interest expenses increased by $20.9 million, or 26.6%, to $99.3 million for the six months ended June 30, 2012 from $78.5 million for the six months ended June 30, 2011. Compensation and fringe benefits increased $8.3 million primarily as a result of the staff additions to support our continued growth, including employees from the acquisition of Brooklyn Federal, as well as normal merit increases and $1.4 million in acquisition related expenses of Brooklyn Federal. Occupancy expense increased $3.6 million as a result of a one-time charge of $3.0 million for the early termination of certain leased facilities and the costs associated with expanding our branch network. Data processing expenses increased $3.4 million primarily due to increased volume of accounts and a one-time charge of $1.5 million for the termination of a Brooklyn Federal data processing contract.
Income Taxes. Income tax expense was $14.3 million for the three months ended June 30, 2012, representing a 37.35% effective tax rate compared to income tax expense of $10.6 million for the three months ended June 30, 2011 representing a 35.08% effective tax rate.

Income tax expense was $26.0 million for the six months ended June 30, 2012, representing a 37.72% effective tax rate compared to income tax expense of $21.3 million for the six months ended June 30, 2011 representing a 36.05% effective tax rate.
Liquidity and Capital Resources
The Company’s primary sources of funds are deposits, principal and interest payments on loans and mortgage-backed securities, proceeds from the sale of loans, Federal Home Loan Bank (“FHLB”) and other borrowings and, to a lesser extent, investment maturities. While scheduled amortization of loans is a predictable source of funds, deposit flows and mortgage prepayments are greatly influenced by general interest rates, economic conditions and competition. The Company has other sources of liquidity if a need for additional funds arises, including an overnight line of credit and other borrowings from the FHLB and other correspondent banks.
At June 30, 2012 the Company had overnight borrowings outstanding with FHLB of $282.5 million compared to $280.0 million at December 31, 2011. The Company utilizes the overnight line from time to time to fund short-term liquidity needs. The Company had total borrowings of $2.37 billion at June 30, 2012, an increase from $2.26 billion at December 31, 2011.
In the normal course of business, the Company routinely enters into various commitments, primarily relating to the origination of loans. At June 30, 2012, outstanding commitments to originate loans totaled $416.0 million; outstanding unused lines of credit totaled $408.4 million; standby letters of credit totaled $7.6 million and outstanding commitments to sell loans totaled $96.8 million. The Company expects to have sufficient funds available to meet current commitments in the normal course of business.
Time deposits scheduled to mature in one year or less totaled $1.74 billion at June 30, 2012. Based upon historical experience management estimates that a significant portion of such deposits will remain with the Company.
The Board of Directors approved a fourth share repurchase program at their January 2011 meeting, which authorizes the repurchase of an additional 10% of the Company’s outstanding common stock. The fourth share repurchase program commenced immediately upon completion of the third program. Under this program, up to 10% of its publicly–held outstanding shares of common stock, or

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3,876,523 shares of Investors Bancorp, Inc. common stock may be purchased in the open market and through other privately negotiated transactions in accordance with applicable federal securities laws. During the three month period ended June 30, 2012, the Company repurchased 2,000 shares of its common stock. Under the current share repurchase program, 2,194,239 shares remain available for repurchase. At June 30, 2012, a total of 16,092,953 shares have been purchased under Board authorized share repurchase programs, of which 3,399,701 shares were allocated to fund the restricted stock portion of the Company’s 2006 Equity Incentive Plan. The remaining shares are held for general corporate use.
As of June 30, 2012, the Bank exceeded all regulatory capital requirements as follows:
 
 
June 30, 2012
 
Actual
 
Required
 
Amount
 
Ratio
 
Amount
 
Ratio
 
(Dollars in thousands)
Total capital (to risk-weighted assets)
$
996,145

 
12.7
%
 
626,130

 
8.0
%
Tier I capital (to risk-weighted assets)
897,934

 
11.5

 
313,065

 
4.0

Tier I capital (to average assets)
897,934

 
8.0

 
445,395

 
4.0

Off-Balance Sheet Arrangements and Contractual Obligations
In the normal course of operations, the Company engages in a variety of financial transactions that, in accordance with U.S. generally accepted accounting principles, are not recorded in the financial statements. These transactions primarily relate to debt obligations and lending commitments.
The following table shows the contractual obligations of the Company by expected payment period as of June 30, 2012:
 
Contractual Obligations
Total
 
Less than
One Year
 
One-Two
Years
 
Two-Three
Years
 
More than
Three Years
 
(in thousands)
Debt obligations (excluding capitalized leases)
$
2,365,700

 
665,700

 
147,000

 
328,000

 
1,225,000

Commitments to originate and purchase loans
$
416,040

 
416,040

 

 

 

Commitments to sell loans
$
96,825

 
96,825

 

 

 


Debt obligations include borrowings from the FHLB and other borrowings. The borrowings have defined terms and, under certain circumstances, $180.0 million of the borrowings are callable at the option of the lender.
Additionally, at June 30, 2012, the Company’s commitments to fund unused lines of credit totaled $408.4 million. Commitments to originate loans and commitments to fund unused lines of credit are agreements to lend additional funds to customers as long as there have been no violations of any of the conditions established in the agreements. Commitments generally have a fixed expiration or other termination clauses which may or may not require a payment of a fee. Since some of these loan commitments are expected to expire without being drawn upon, total commitments do not necessarily represent future cash requirements.
In addition to the contractual obligations previously discussed, we have other liabilities and capitalized and operating lease obligations. These contractual obligations as of June 30, 2012, have not changed significantly from December 31, 2011.
In the normal course of business the Company sells residential mortgage loans to third parties. These loan sales are subject to customary representations and warranties. In the event that we are found to be in breach of these representations and warranties, we may be obligated to repurchase certain of these loans.
For further information regarding our off-balance sheet arrangements and contractual obligations, see Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” in our December 31, 2011 Annual Report on Form 10-K.
 
Item 3.
Quantitative and Qualitative Disclosures About Market Risk
Qualitative Analysis. We believe one significant form of market risk is interest rate risk. Interest rate risk results from timing differences in the maturity or re-pricing of our assets, liabilities and off-balance sheet contracts (i.e., loan commitments); the effect of loan prepayments, deposits and withdrawals; the difference in the behavior of lending and funding rates arising from

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the uses of different indices; and “yield curve risk” arising from changing interest rate relationships across the spectrum of maturities for constant or variable credit risk investments. Besides directly affecting our net interest income, changes in market interest rates can also affect the amount of new loan originations, the ability of borrowers to repay variable rate loans, the volume of loan prepayments and refinancings, the carrying value of securities classified as available for sale and the mix and flow of deposits.
The general objective of our interest rate risk management is to determine the appropriate level of risk given our business model and then manage that risk in a manner consistent with our policy to reduce, to the extent possible, the exposure of our net interest income to changes in market interest rates. Our Interest Rate Risk Committee, which consists of senior management, evaluates the interest rate risk inherent in certain assets and liabilities, our operating environment and capital and liquidity requirements and modifies our lending, investing and deposit gathering strategies accordingly. On a quarterly basis, our Board of Directors reviews the Interest Rate Risk Committee report, the aforementioned activities and strategies, the estimated effect of those strategies on our net interest margin and the estimated effect that changes in market interest rates may have on the economic value of our loan and securities portfolios, as well as the intrinsic value of our deposits and borrowings.
We actively evaluate interest rate risk in connection with our lending, investing and deposit activities. Historically, our lending activities have emphasized one- to four-family fixed- and variable- rate first mortgages. Our variable-rate mortgage related assets have helped to reduce our exposure to interest rate fluctuations and is expected to benefit our long-term profitability, as the rate earned in the mortgage loans will increase as prevailing market rates increase. However, the current interest rate environment, and the preferences of our customers, has resulted in more of a demand for fixed-rate products. This may adversely impact our net interest income, particularly in a rising rate environment. To help manage our interest rate risk, we have increased our focus on the origination of commercial real estate mortgage loans, particularly multi-family loans, as these loan types reduce our interest rate risk due to their shorter repricing term compared to fixed rate residential mortgage loans. In addition, we primarily invest in shorter-to-medium duration securities, which generally have shorter average lives and lower yields compared to longer term securities. Shortening the average lives of our securities, along with originating more adjustable-rate mortgages and commercial real estate mortgages, will help to reduce interest rate risk.
We retain an independent, nationally recognized consulting firm who specializes in asset and liability management to complete our quarterly interest rate risk reports. We also retain a second nationally recognized consulting firm to prepare independently comparable interest rate risk reports for the purpose of validation. Both firms use a combination of analyses to monitor our exposure to changes in interest rates. The economic value of equity analysis is a model that estimates the change in net portfolio value (“NPV”) over a range of immediately changed interest rate scenarios. NPV is the discounted present value of expected cash flows from assets, liabilities, and off-balance sheet contracts. In calculating changes in NPV, assumptions estimating loan prepayment rates, reinvestment rates and deposit decay rates that seem most likely based on historical experience during prior interest rate changes are used.
The net interest income analysis uses data derived from an asset and liability analysis, described below, and applies several additional elements, including actual interest rate indices and margins, contractual limitations and the U.S. Treasury yield curve as of the balance sheet date. In addition we apply consistent parallel yield curve shifts (in both directions) to determine possible changes in net interest income if the theoretical yield curve shifts occurred gradually. Net interest income analysis also adjusts the asset and liability repricing analysis based on changes in prepayment rates resulting from the parallel yield curve shifts.
Our asset and liability analysis determines the relative balance between the repricing of assets and liabilities over multiple periods of time (ranging from overnight to five years). This asset and liability analysis includes expected cash flows from loans and mortgage-backed securities, applying prepayment rates based on the differential between the current interest rate and the market interest rate for each loan and security type. This analysis identifies mismatches in the timing of asset and liability but does not necessarily provide an accurate indicator of interest rate risk because the assumptions used in the analysis may not reflect the actual response to market changes.
Quantitative Analysis. The table below sets forth, as of June 30, 2012 the estimated changes in our NPV and our net interest income that would result from the designated changes in interest rates. Such changes to interest rates are calculated as an immediate and permanent change for the purposes of computing NPV and a gradual change over a one year period for the purposes of computing net interest income. Computations of prospective effects of hypothetical interest rate
changes are based on numerous assumptions including relative levels of market interest rates, loan prepayments and deposit decay, and should not be relied upon as indicative of actual results. We did not estimate changes in NPV or net interest income for an interest rate decrease of greater than 100 basis points or increase of greater than 200 basis points.
 

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Change in Interest Rates (basis points)
Net Portfolio Value (1),(2)
 
Net Interest Income (3)
Estimated
NPV
 
Estimated Increase
(Decrease)
 
Estimated
Net Interest
Income
 
Increase (Decrease) in
Estimated Net Interest
Income
Amount
 
Percent
 
Amount
 
Percent
 
(Dollars in thousands)
+200bp
$
750,727

 
$
(89,857
)
 
(22.1
)%
 
$
331,011

 
$
(28,164
)
 
(7.8
)%
0bp
$
963,729

 

 

 
$
359,175

 

 

-100bp
$
873,872

 
$
213,002

 
(9.3
)%
 
$
366,058

 
$
6,883

 
1.9
 %
 
(1)
NPV is the discounted present value of expected cash flows from assets, liabilities and off-balance sheet contracts.
(2)
Assumes an instantaneous uniform change in interest rates at all maturities.
(3)
Assumes a gradual change in interest rates over a one year period at all maturities
The table set forth above indicates at June 30, 2012 in the event of a 200 basis points increase in interest rates, we would be expected to experience a 22.1% decrease in NPV and a $28.2 million or 7.8% decrease in net interest income. In the event of a 100 basis points decrease in interest rates, we would be expected to experience a 9.3% decrease in NPV and a $6.9 million or 1.9% increase in annual net interest income. These data do not reflect any future actions we may take in response to changes in interest rates, such as changing the mix of our assets and liabilities, which could change the results of the NPV and net interest income calculations.
As mentioned above, we retain two nationally recognized firms to compute our quarterly interest rate risk reports. Although we are confident of the accuracy of the results, certain shortcomings are inherent in any methodology used in the above interest rate risk measurements. Modeling changes in NPV and net interest income require certain assumptions that may or may not reflect the manner in which actual yields and costs respond to changes in market interest rates. The NPV and net interest income table presented above assumes the composition of our interest-rate sensitive assets and liabilities existing at the beginning of a period remains constant over the period being measured and, accordingly, the data do not reflect any actions we may take in response to changes in interest rates. The table also assumes a particular change in interest rates is reflected uniformly across the yield curve regardless of the duration to maturity or the repricing characteristics of specific assets and liabilities. Accordingly, although the NPV and net interest income table provide an indication of our sensitivity to interest rate changes at a particular point in time, such measurement is not intended to and does not provide a precise forecast of the effects of changes in market interest rates on our NPV, and net interest income.
 
Item 4.
Controls and Procedures
Under the supervision and with the participation of our management, including our Principal Executive Officer and Principal Financial Officer, we evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by this report. Based upon that evaluation, the Principal Executive Officer and Principal Financial Officer concluded that, as of the end of the period covered by this report, our disclosure controls and procedures were effective.
There were no changes made in the Company’s internal controls over financial reporting during the period covered by this report that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

Part II - Other Information
Item 1.
Legal Proceedings
The Company and its subsidiaries are subject to various legal actions arising in the normal course of business. In the opinion of management, the resolution of these legal actions is not expected to have a material adverse effect on the Company’s financial condition or results of operations.
 
Item 1A.
Risk Factors
There have been no material changes in the “Risk Factors” disclosed in the Company’s December 31, 2011 Annual Report on Form 10-K filed with the Securities and Exchange Commission.
 

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Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds
The following table reports information regarding repurchases of our common stock during quarter ended June 30, 2012 and the stock repurchase plan approved by our Board of Directors.
 
Period
Total Number
of Shares
Purchased
 
Average price
Paid per Share
 
Total Number of
Shares Purchased as
Part of Publicly
Announced  Plans or
Programs
 
Maximum Number
of Shares that May
Yet Be Purchased
Under  the Plans or
Programs (1)
April 1, 2012 through April 30, 2012

 
$

 

 
2,196,239

May 1, 2012 through May 31, 2012

 

 

 
2,196,239

June 1, 2012 through June 30, 2012
2,000

 
14.53

 
2,000

 
2,194,239

Total
2,000

 
$
14.53

 
2,000

 
 
 
(1)
On March 1, 2011, the Company announced its fourth Share Repurchase Program, which authorized the purchase of an additional 10% of its publicly-held outstanding shares of common stock, or 3,876,523 million shares. This stock repurchase program commenced upon the completion of the third program on July 25, 2011. This program has no expiration date and has 2,194,239 shares yet to be purchased as of June 30, 2012.

Item 3.
Defaults Upon Senior Securities
Not applicable.
Item 4.
Mine Safety Disclosures
Not applicable
 
Item 5.
Other Information
Not applicable
 
Item 6.
Exhibits
The following exhibits are either filed as part of this report or are incorporated herein by reference:
 

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3.1

  
Certificate of Incorporation of Investors Bancorp, Inc.*
 
 
 
3.2

  
Bylaws of Investors Bancorp, Inc.*
 
 
 
4

  
Form of Common Stock Certificate of Investors Bancorp, Inc.*
 
 
 
10.1

  
Form of Employment Agreement between Investors Bancorp, Inc. and certain executive officers*
 
 
 
10.2

  
Form of Change in Control Agreement between Investors Bancorp, Inc. and certain executive officers *
 
 
 
10.3

  
Investors Bank Director Retirement Plan*
 
 
 
10.4

  
Investors Bank Supplemental Retirement Plan*
 
 
 
10.5

  
Investors Bancorp, Inc. Supplemental Wage Replacement Plan*
 
 
 
10.6

  
Investors Bank Deferred Directors Fee Plan*
 
 
 
10.7

  
Investors Bancorp, Inc. Deferred Directors Fee Plan*
 
 
 
10.8

  
Executive Officer Annual Incentive Plan**
 
 
 
10.9

  
Agreement and Plan of Merger by and Between Investors Bancorp, Inc and American Bancorp of New Jersey, Inc.***
 
 
 
10.10

  
Purchase and Assumption Agreement by and among Millennium and Investors Savings Bank****
 
 
 
10.11

  
Definitive Agreement and Plan of Merger by and among Investors Bancorp and Brooklyn Federal Bancorp, Inc.*****
 
 
 
14

  
Code of Ethics******
 
 
 
21

  
Subsidiaries of Registrant*
 
 
 
31.1

  
Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
 
 
 
31.2

  
Certification of Principal Financial and Accounting Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
 
 
 
32

  
Certification of Principal Executive Officer and Principal Financial and Accounting Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
 
 
 
101

  
The following materials from the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2012, formatted in XBRL (Extensible Business Reporting Language): (i) the Consolidated Statements of Financial Condition, (ii) the Consolidated Statements of Operations, (iii) the Consolidated Statements of Changes in Stockholders’ Equity, (iv) the Consolidated Statements of Cash Flows and (v) the Notes to Consolidated Financial Statements, tagged as blocks of text. *******

 

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*
Incorporated by reference to the Registration Statement on Form S-1 of Investors Bancorp, Inc. (file no. 333-125703), originally filed with the Securities and Exchange Commission on June 10, 2005.
**
Incorporated by reference to Appendix A of the Company’s definitive proxy statement filed with the Securities and Exchange Commission on September 26, 2008.
***
Incorporated by reference to Form 8-Ks originally filed with the Securities and Exchange Commission on December 15, 2008 and March 18, 2009.
****
Incorporated by reference to Form 8-K originally filed with the Securities and Exchange Commission on March 30, 2010.
*****
Incorporated by reference to Form 8-K originally filed with the Securities and Exchange Commission on August 17, 2011.
******
Available on our website www.myinvestorsbank.com
*******
Furnished, not filed


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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 thereunto duly authorized.
 
 
 
Investors Bancorp, Inc.
 
 
 
Dated:
August 7, 2012
/s/ Kevin Cummings
 
 
Kevin Cummings
 
 
President and Chief Executive Officer
 
 
(Principal Executive Officer)
 
 
 
Dated:
August 7, 2012
/s/ Thomas F. Splaine, Jr.
 
 
Thomas F. Splaine, Jr.
 
 
Senior Vice President and Chief Financial Officer
 
 
(Principal Financial and Accounting Officer)

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