Investors Bancorp, Inc.
Annual Report 2013

Plain-text annual report

2 0 1 3 A N N U A L R E P O R T • F O R M 1 0 - K & P R O X Y S T A T E M E N T 3 1 0 2 ® k n a B s r o t s e v n I f o k r a m e d a r t d e r e t s i g e r a s i o g o l e v a e w e h T 2 0 1 3 A N N U A L R E P O R T F O R M 1 0 - K & P R O X Y S T A T E M E N T  Dear Fellow Shareholder, 2013 was an important year for Investors Bank highlighted by strong earnings, the successful completion of our seventh acquisition and our announcement to raise additional capital in a “second step” transaction. We are pleased with these accomplishments and the transformation of Investors into a full-service, community oriented bank. Our progress has been recognized by others. Forbes has identified Investors as one of the “Best Banks in America” and for the third year in a row Investors has been included as one of the top 25 performing, publicly traded, small-cap banks in the United States.1 Our goal is to continue to build upon this momentum. This transformation and growth resulted in unequaled financial performance for the Company in 2013 as net income totaled $112.0 million, or $1.02 per share. Total assets increased to $15.6 billion while total deposits grew to $10.7 billion, ranking Investors as the number one deposit franchise for New Jersey based banks. On December 6, 2013 we completed the acquisition of Roma Financial Corporation expanding our franchise into the New Jersey suburbs of the greater Philadelphia markets. This acquisition utilized our Mutual Holding Company corporate structure and provided us an opportunity to broaden our New Jersey market presence with an established partner who shared a similar culture of delivering outstanding customer service with a strong commitment to their communities. The opportunity for our Bank to penetrate the Philadelphia suburban markets has great potential. These markets are very attractive for a bank with our energy and commitment to the community. We welcome our new customers from the former Roma Bank and look forward to providing the same quality banking services that they have become accustomed to. December 2013 also saw us file a registration statement with the Securities and Exchange Commission to commence our second step capital raise, converting from the mutual holding company structure to a full stock holding company. This capital raise comes after many years of hard work from your team at Investors. We believed, that in order to commence a second step stock offering it would be critical to achieve certain financial goals:   •  Achieve a 10% return on equity to demonstrate to current and prospective shareholders that the bank can manage  a profitable business and provide a competitive return while remaining focused on creating shareholder value.   •  Prudently use the proceeds from our first step Initial Public Offering in 2005 so that tangible common equity  reached the 8% level. We felt this was necessary to demonstrate to current and prospective shareholders that we  could make profitable use of the capital while growing and diversifying our business.   •  Paying a dividend which was an important milestone to reach as it demonstrated the strength of our earnings  stream and our confidence in maintaining it. It also provided us with an additional capital management tool. I am happy to report that we reached these financial goals and we are on our way to becoming the premiere community bank serving the metropolitan New York and New Jersey markets. When we complete our second step capital raise, we will have a strong balance sheet with sufficient capital putting us in a position to continue our growth while diversifying our balance sheet. Our loan production continues to be strong. Our commercial real estate team had another successful year originating $2.4 billion in loans while our residential lending team originated and purchased, through correspondent lenders and our mortgage subsidiary, Investors Home Mortgage, over $2.1 billion in residential mortgage loans. Net loans increased $2.6 billion, or 25%, to $12.9 billion in 2013. This growth included $991 million in loans from Roma Bank and $1.6  billion, or 15% in organic loan growth.  As part of our strategic plan to diversify our loan portfolio, we will continue to increase our business lending and expand our loan product offerings. Our medical lending team, hired in late 2012, had an outstanding first year originating over $86 million in loans. We recently hired an experienced asset based lending team to begin lending on account receivables and inventories. We are pleased with the success of our business lending group as the portfolio, including owner occupied commercial real estate of $416 million, totaled $685 million at December 31, 2013, a 59% increase from the  prior year. Growing our business lending is a key initiative because we believe small to mid-size companies looking for financing are in need of a bank that values relationship banking. We are committed to being that bank.       Investors is recognized as a top lender in the New Jersey and New York markets with a solid reputation. I take pride in the fact that Investors was recognized as the only bank in the “Top 50 in Commercial Real Estate” by NJ Biz., a state wide business magazine. In addition, Rich Spengler, our chief lending officer, was ranked 34th in “The 50 Most Important People in Commercial Real Estate Finance” by the Mortgage Observer, a New York City based real estate publication. While our loan growth in 2013 was impressive, we did not sacrifice credit quality. As unemployment continues to be stubbornly high and the real estate market maintains its weaker trends, we have increased our credit review staff to monitor our growing loan portfolio. The ratio of non-performing assets to total assets decreased to an impressive 0.95%  at December 31, 2013, which we attribute to our conservative underwriting standards and diligence in identifying and resolving troubled loans. We continued our branch expansion in 2013, opening three branch locations in Brooklyn, NY while continuing to integrate the branches from our 2012 acquisitions of Marathon Bank and Brooklyn Federal Savings Bank. Our acquisition strategy has been very successful as we were able to grow core deposits over 70% in all of our transactions consummated through  2012. Overall, deposits increased 22% in 2013 to $10.7 billion and our core deposits now comprise 68% of total deposits. As we continue the transformation of the Bank, we have not forgotten our roots as a local community bank. We continue to live by our core values – values that guide us in everything we do. We strive to be a different bank, one that makes a difference for our customers, our employees and the communities that we serve. Our employees are critical to our success because they serve our customers each and every day. Engaged and satisfied employees provide our customers with a superior and unique banking experience. Caring for these employees will ultimately benefit our shareholders. We are committed to education for our staff and for enhancing our employees’ personal and professional development through ongoing investment in training and leadership programs. In early 2014, Investors was named for the second year in a row as one of the “Best Places to Work in New Jersey” by NJ Biz. At Investors, focusing on the well-being of our communities is also part of our culture. Investors’ employees give their time and talents to serve our local neighborhoods and communities, while the Bank and the Investors Charitable Foundation provide financial resources to support worthy causes throughout our communities. Together, we supported over 1,200 organizations through hundreds of hours of employee volunteerism and over $10 million in contributions. We are committed to making a difference so all of our communities can prosper and grow. Through the vision and prudent risk management of our leadership team, we continue to execute well on our business plan. Our strength and stability have allowed us to continue to actively look for ways to enhance shareholder value. Our goal is to become THE COMMUNITY BANK serving the greater New Jersey/New York market place. Through our continued focus and thoughtful planning, we have successfully taken advantage of opportunities to expand our franchise. Looking back at 2013, I believe it was one of our best years. However, it is only the beginning of more great years to come. We began 2014, having achieved all of the goals that helped initiate our “second step.” We have worked very hard to get to this day and we are prepared and excited to move to the next level of our corporate development. I am confident and excited about our future and I believe we are well positioned to continue our growth, and our transition. We are on a journey to become the premier bank in our region. On behalf of the Board of Directors, management and staff, I would like to thank you for being a shareholder of Investors Bancorp. Your investment is important to us, and we appreciate your trust, confidence and the opportunity to serve you. Sincerely, Kevin Cummings President and Chief Executive Officer 1. 2013 Bank and Thrift SM-ALL STARS, Sandler O’Neill + Partners communitycooPERAtionTotal assets Net loans outstanding Securities Deposits Borrowed funds Stockholders' equity Number of full service offices Net interest income Net income Return on average assets Return on average equity Interest rate spread Net interest margin Non-performing assets to total assets Average equity to average assets 15.6 12.7 10.7 Selected Financial data (In thousands, except branch data and percent data) * 2013 2012 2011 $15,623,070 $12,722,574 $10,701,585 12,890,817 1,616,851 10,718,811 3,367,274 1,334,327 129 10,335,019 1,565,250 8,768,857 2,705,652 1,066,817 101 8,813,058 1,271,386 7,362,003 2,255,486 967,440 81 2012 372,745 88,767 0.77% 8.68% 3.26% 3.40% 1.14% 8.92% 2013 435,426 112,031 0.83% 10.00% 3.25% 3.37% 0.95% 8.32% 12.9 2011 329,084 78,886 0.78% 8.43% 3.22% 3.39% 1.48% 9.26% 10.7 10.3 8.8 8.8 7.4 2011 2012 2013 2011 2012 2013 2011 2012 2013 At December 31 Total Assets (dollars in billions) At December 31 Net Loans Outstanding (dollars in billions) At December 31 Deposits (dollars in billions) ¡ Current Investors Bank Locations For all Investors Bank locations visit: www.myinvestorsbank.com commitmEntcHARActERSECURITIES AND EXCHANGE COMMISSION 450 Fifth Street, N.W. Washington, D.C. 20549 Form 10-K Í ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended December 31, 2013 or ‘ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 000-51557 Investors Bancorp, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) 101 JFK Parkway, Short Hills, New Jersey (Address of Principal Executive Offices) 22-3493930 (I.R.S. Employer Identification Number) 07078 Zip Code (973) 924-5100 (Registrant’s telephone number) K - 0 1 M R O F Common Stock, par value $0.01 per share The NASDAQ Stock Market LLC Securities Registered Pursuant to Section 12(b) of the Act: (Title of Class) (Name of each exchange on which registered) Securities Registered Pursuant to Section 12(g) of the Act: None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes Í No ‘ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ‘ No Í Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding twelve months (or for such shorter period that the Registrant was required to file such reports) and (2) has been subject the past 90 days. Yes Í No ‘ to such requirements for 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 Í No ‘ Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of Registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ‘ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one): Large accelerated filer Í Non-accelerated filer ‘ Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange ‘ (Do not check if a smaller reporting company) Accelerated filer Smaller reporting company ‘ Act). Yes ‘ No Í As of February 21, 2014, the registrant had 144,700,693 shares of common stock, par value $0.01 per share, issued and 139,604,262 shares outstanding, of which 85,701,807 shares, or 61.39%, were held by Investors Bancorp, MHC, the registrant’s mutual holding company. The aggregate market value of the voting and non-voting common equity held by non-affiliates of the Registrant, computed by reference to the last sale price on June 30, 2013, as reported by the NASDAQ Global Select Market, was approximately $858.2 million. 1. Proxy Statement for the 2014 Annual Meeting of Stockholders of the Registrant (Part III). DOCUMENTS INCORPORATED BY REFERENCE INVESTORS BANCORP, INC. 2013 ANNUAL REPORT ON FORM 10-K TABLE OF CONTENTS Part I. Item 1. Business . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Item 1A. Risk Factors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Item 1B. Unresolved Staff Comments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Item 2. Properties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Item 3. Legal Proceedings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Item 4. Mine Safety Disclosures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Part II. Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Item 6. Selected Financial Data . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations . . . . . . . Item 7A. Quantitative and Qualitative Disclosures About Market Risk . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Item 8. Financial Statements and Supplementary Data . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure . . . . . . . Item 9A. Controls and Procedures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Item 9B. Other Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Part III. Item 10. Directors, Executive and Corporate Governance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Item 11. Executive Compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Item 13. Certain Relationships, Related Transactions and Director Independence . . . . . . . . . . . . . . . . . . . . . Item 14. Principal Accountant Fees and Services . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Part IV. Item 15. Exhibits and Financial Statement Schedules . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Signature Page . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Page 2 40 48 48 48 48 49 51 53 73 73 73 73 74 74 74 74 75 75 75 145 K - 0 1 M R O F F O R M 1 0 - K [THIS PAGE INTENTIONALLY LEFT BLANK] PRIVATE SECURITIES LITIGATION REFORM ACT SAFE HARBOR STATEMENT This Annual Report on Form 10-K contains a number of forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, or the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act. These statements may be identified by the use of the words “anticipate,” “believe,” “could,” “estimate,” “expect,” “intend,” “may,” “outlook,” “plan,” “potential,” “predict,” “project,” “should,” “will,” “would” and similar including references to assumptions. terms and phrases, Forward-looking statements are based on various assumptions and analyses made by us in light of our management’s experience and its perception of historical trends, current conditions and expected future developments, as well as other factors we believe are appropriate under the circumstances. These statements are not guarantees of future performance and are subject to risks, uncertainties and other factors (many of which are beyond our control) that could cause actual results to differ materially from future results expressed or implied by such forward-looking statements. These factors include, without limitation, the following: • • • • • • • • • • • • • the timing and occurrence or non-occurrence of events may be subject to circumstances beyond our control; there may be increases in competitive pressure among financial institutions or from non-financial institutions; changes in the interest rate environment may reduce interest margins or affect the value of our investments; K - 0 1 M R O F changes in deposit flows, loan demand or real estate values may adversely affect our business; changes in accounting principles, policies or guidelines may cause our financial condition to be perceived differently; general economic conditions, either nationally or locally in some or all areas in which we do business, or conditions in the real estate or securities markets or the banking industry may be less favorable than we currently anticipate; legislative or regulatory changes may adversely affect our business; technological changes may be more difficult or expensive than we anticipate; success or consummation of new business initiatives may be more difficult or expensive than we anticipate; litigation or other matters before regulatory agencies, whether currently existing or commencing in the future, may be determined adverse to us or may delay the occurrence or non-occurrence of events longer than we anticipate; the risks associated with continued diversification of assets and adverse changes to credit quality; difficulties associated with achieving expected future financial results; and the risk of continued economic slowdown that would adversely affect credit quality and loan originations. We have no obligation to update any forward-looking statements to reflect events or circumstances after the date of this document. As used in this Form 10-K, “we,” “us” and “our” refer to Investors Bancorp, Inc. and its consolidated subsidiaries, principally Investors Bank. 1 F O R M 1 0 - K PART I ITEM 1. BUSINESS Investors Bancorp, Inc. Investors Bancorp, Inc. (the “Company” or “Investors Bancorp”) is a Delaware corporation that was organized on January 21, 1997 for the purpose of being a holding company for Investors Bank (the “Bank”), a New Jersey chartered savings bank. On October 11, 2005, the Company completed its initial public stock offering in which it sold 51,627,094 shares, or 43.74% of its outstanding common stock, to subscribers in the offering, including 4,254,072 shares purchased by the Investors Bank Employee Stock Ownership Plan (the “ESOP”). Upon completion of the initial public offering, Investors Bancorp, MHC (the “MHC”), the Company’s New Jersey chartered mutual holding company parent, held 64,844,373 shares, or 54.94% of the Company’s outstanding common stock (shares restated to include shares issued in a business combination subsequent to initial public offering). Additionally, the Company contributed $5,163,000 in cash and issued 1,548,813 shares of common stock, or 1.32% of its outstanding shares, to the Investors Bank Charitable Foundation. On December 17, 2013, the Boards of Directors of the MHC, Investors Bancorp and the Bank each unanimously adopted the Plan of Conversion and Reorganization of the Mutual Holding Company (the “Plan”) pursuant to which the MHC will undertake a “second-step” conversion and cease to exist. The Bank will reorganize from a two-tier mutual holding company structure to a fully public stock holding company structure. Pursuant to the Plan, (i) the Bank will become a wholly owned subsidiary of a state-chartered stock corporation (“New Investors Bancorp”), (ii) the shares of common stock of the Company held by persons other than the MHC will be converted into shares of common stock of New Investors Bancorp pursuant to an exchange ratio designed to preserve the percentage ownership interests of such persons, and (iii) New Investors Bancorp will offer and sell shares of common stock representing the ownership interest of the MHC in a subscription offering. The Plan is subject to regulatory approval as well as the approval of the depositors of the Bank and the Company’s stockholders. On February 12, 2014, the Company received a non-objection letter from the State of New Jersey Department of Banking and Insurance regarding the proposed acquisition of Investors Bank by New Investors Bancorp, Inc., a Delaware corporation. On February 25, 2014, the Company received approval from the Federal Reserve Bank of New York for the Plan of Conversion and Reorganization to become a bank holding company by acquiring 100% of the shares of Investors Bank, and the application by the MHC to convert from mutual to stock form. The Company is subject to regulations as a bank holding company by the Federal Reserve Board. Since the formation of the Company in 1997, our primary business has been that of holding the common stock of the Bank and additionally since our stock offering, a loan to the ESOP. Investors Bancorp, Inc., as the holding company of Investors Bank, is authorized to pursue other business activities permitted by applicable laws and regulations for bank holding companies. At December 31, 2013, our assets totaled $15.62 billion and our deposits totaled $10.72 billion. Our cash flow depends on dividends received from the Bank. Investors Bancorp neither owns nor leases any property, but instead uses the premises, equipment and furniture of the Bank. At the present time, we employ as officers only certain persons who are also officers of the Bank and we use the support staff of the Bank from time to time. These persons are not separately compensated by Investors Bancorp. Investors Bancorp may hire additional employees, as appropriate, to the extent it expands its business in the future. On September 28, 2012, the Company declared its first quarterly cash dividend of $0.05 per share. It was the first dividend since completing its initial public stock offering in October 2005. Since declaring this dividend, the Company has paid a dividend to stockholders in each subsequent quarter with the most recent paid in February 2014. 2 K - 0 1 M R O F Acquisitions We completed the acquisition of Gateway Community Financial Corp., the federally-chartered holding company for GCF Bank, on January 10, 2014. As of December 31, 2013, Gateway Community Financial Corp. operated four branches in Gloucester County, New Jersey, and had assets of $289.4 million, deposits of $257.6 million and a net worth of $24.9 million. Gateway Community Financial Corp. had no public stockholders, and therefore no merger consideration was paid to third parties. We issued 762,776 shares of Investors Bancorp common stock to Investors Bancorp, MHC as consideration for the transaction. As the merger had not been completed as of December 31, 2013, the transaction is not reflected in the consolidated balance sheets or consolidated statements of income at and for the periods presented. On December 6, 2013, we completed the acquisition of Roma Financial Corporation, the federally-chartered holding company for Roma Bank and RomAsia Bank. Roma Financial Corporation operated 26 branches in Burlington, Ocean, Mercer, Camden and Middlesex Counties, New Jersey. After purchase accounting adjustments, we added $1.34 billion in deposits and $991.0 million in net loans. We issued 6,374,841 shares of Investors Bancorp common stock as merger consideration to stockholders of Roma Financial Corporation and an additional 19,542,796 shares of Investors Bancorp common stock to Investors Bancorp, MHC. In addition, we paid $1.8 million in the aggregate as merger consideration to the stockholders of RomAsia Bank. Roma Financial Corporation was merged into Investors Bank as of the acquisition date. On October 15, 2012, we completed the acquisition of Marathon Banking Corporation, the holding company of Marathon National Bank of New York, a federally chartered bank with 13 full-service branches in the New York metropolitan area. After purchase accounting adjustments, we added $777.5 million in customer deposits and acquired $558.5 million in net loans. This transaction resulted in $38.6 million of goodwill and generated $5.0 million in core deposit premium. The purchase price of $135.0 million was paid using available cash. Marathon Banking Corporation was merged into Investors Bank as of the acquisition date. On January 6, 2012, we completed the acquisition of Brooklyn Federal Bancorp, Inc., 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, we added $385.9 million in customer deposits and acquired $177.5 million in net loans. This transaction resulted in $16.7 million of goodwill and generated $218,000 in core deposit premium. The purchase price of $10.3 million was paid through a combination of Investors Bancorp common stock (551,862 shares), issued to Investors Bancorp, MHC, and cash of $2.9 million. Brooklyn Federal Savings Bank was merged into Investors Bank as of the acquisition date. In a separate transaction, we sold most of Brooklyn Federal Savings Bank’s commercial real estate loan portfolio to a real estate investment fund on January 10, 2012. Investors Bank General Investors Bank is a New Jersey-chartered savings bank headquartered in Short Hills, New Jersey. Originally founded in 1926 as a New Jersey-chartered mutual savings and loan association, we have grown through acquisitions and internal growth, including de novo branching. In 1992, we converted our charter to a mutual savings bank, and in 1997 we converted our charter to a New Jersey-chartered stock savings bank. We are in the business of attracting deposits from the public through our branch network and borrowing funds in the wholesale markets to originate loans and to invest in securities. We originate 1-4 family residential mortgage loans secured by one- to four-family residential real estate loans, multi-family loans, commercial real estate loans, construction loans, commercial and industrial (“C&I”) loans and consumer loans, the majority of which are home equity loans and home equity lines of credit. Securities, primarily U.S. Government and Federal Agency obligations, mortgage-backed and other securities represented 10.4% of our assets at December 31, 2013. We offer a variety of deposit accounts and emphasize quality customer service. Investors Bank is subject 3 F O R M 1 0 - K to comprehensive regulation and examination by both the New Jersey Department of Banking and Insurance (“NJDBI”), the Federal Deposit Insurance Corporation (“FDIC”) and the Consumer Financial Protection Bureau (“CFPB”). Our results of operations are dependent primarily on our net interest income, which is the difference between the interest earned on our assets, primarily our loan and securities portfolios, and the interest paid on our deposits and borrowings. Our net income is also affected by our provision for loan losses, non-interest income, non-interest expense and income tax expense. Non-interest income includes fees and service charges; income from bank owned life insurance, or BOLI; net gain on loan transactions; net gain on investment securities; impairment losses on investment securities; gain (loss) on sale of other real estate owned and other income. Non- interest expense consists of compensation and fringe benefits expense; advertising and promotional expense; office occupancy and equipment expense; federal deposit insurance premiums; stationary, printing, supplies and telephone expense; professional fees; data processing fees and other operating expenses. Our earnings are significantly affected by general economic and competitive conditions, particularly changes in market interest rates and U.S. Treasury yield curves, government policies and actions of regulatory authorities. We conduct business from our main office located at 101 JFK Parkway, Short Hills, New Jersey and over 129 branch offices located throughout northern and central New Jersey and New York. In addition, the Company has a commercial real estate loan production office in New York, New York and an operation center in Iselin, New Jersey. The telephone number at our main office is (973) 924-5100. Market Area Our primary deposit gathering area had been concentrated in the communities surrounding our headquarters and our branch offices located in the New Jersey communities of Bergen, Burlington, Camden, Essex, Hudson, Hunterdon, Mercer, Middlesex, Monmouth, Morris, Ocean, Passaic, Somerset, Union and Warren Counties. Within the last two years, we have expanded our branch locations to include the New York communities of Nassau, Queens, Kings, Richmond, Suffolk and New York counties. Our corporate headquarters are located in Short Hills, New Jersey with an operation center located in Iselin, New Jersey as well as commercial and business lending offices in New York City, Short Hills, Spring Lake, Newark, Astoria and Brooklyn. With the completion of the Roma acquisitions, we have acquired an additional 26 New Jersey branches in the Burlington, Camden, Mercer, Middlesex and Monmouth counties. As a result of our recent acquisitions, we now have a desirable branch footprint that ranges from the Philadelphia suburbs in southern New Jersey, spans the central and northern geographies of New Jersey and extends out to Long Island. At the end of 2013, we have 24 branch offices located in New York. Our primary lending area is broader than our deposit-gathering area and includes 15 counties in New Jersey and 6 counties in New York. It is largely urban and suburban with a broad economic base as is typical for counties in and surrounding the New York metropolitan area. The market we operate in is considered one of the most attractive banking markets in the United States. Many of the counties we serve are projected to experience strong to moderate population and household income growth through 2018. Though slower population growth is projected for some of the counties we serve, it is important to note that these counties represent some of the most densely populated counties. All of the counties we serve have a strong mature market with median household incomes greater than $42,000. The household incomes in the counties we serve are all expected to increase in a range from 8.14% to 26.86% through 2018. The December 2013 unemployment rates for New Jersey and New York were 7.2% and 7.0%, respectively, while the national rate was 6.7%. Competition We face intense competition within our market area both in making loans and attracting deposits. Our market area has a high concentration of financial institutions, including large money centers and regional banks 4 and community banks and credit unions. Some of our competitors offer products and services that we currently do not offer, such as trust services and private banking. As of June 30, 2013, the latest date for which statistics are available, our market share of deposits was 2.7% of total deposits in the State of New Jersey, however the percentage does not include the acquisitions of both Roma Financial and Gateway Community Financial Corp as these acquisitions occurred subsequent to that date. Our competition for loans and deposits comes principally from commercial banks, savings institutions, mortgage banking firms and credit unions. We face additional competition for deposits from short-term money market funds, brokerage firms, mutual funds and insurance companies. Our primary focus is to build and develop profitable customer relationships across all lines of business while maintaining our role as a community bank. Lending Activities Our loan portfolio is comprised primarily of residential real estate loans, multi-family loans, commercial real estate loans, construction loans, commercial and industrial loans and consumer and other loans. In 2013, we have continue to grow our commercial and industrial (“C&I”) loan portfolio. Residential mortgage loans represented $5.70 billion, or 43.6% of our total loans at December 31, 2013. At December 31, 2013, multi-family loans totaled $3.99 billion, or 30.5% of our total loan portfolio, commercial real estate loans totaled $2.51 billion, or 19.2% of our total loan portfolio, construction loans totaled $202.3 million, or 1.6% of our total loan portfolio, and commercial and industrial loans totaled $268.4 million or 2.0% of our total loan portfolio. We also offer consumer loans, which consist primarily of home equity loans and home equity lines of credit. At December 31, 2013, consumer and other loans totaled $404.0 million or 3.1% of our total loan portfolio. Loan Portfolio Composition. The following table sets forth the composition of our loan portfolio by type of loan, including Purchased Credit-Impaired (“PCI”) loans at the dates indicated. K - 0 1 M R O F Residential mortgage loans Multi-family loans Commercial real estate loans Construction loans Commercial and industrial loans Consumer and other loans: Home equity loans Home equity credit lines Other Total consumer and other loans 2013 2012 December 31, 2011 2010 2009 Amount % Amount % Amount % Amount % Amount % (Dollars in thousands ) $ 5,698,351 3,986,208 2,505,327 202,261 268,422 43.62% $ 4,838,315 2,995,471 30.51 1,971,689 19.18 224,816 1.55 169,258 2.05 46.35% 5,034,161 1,816,118 28.70 1,418,636 18.89 277,625 2.15 106,299 1.62 56.59% 4,939,244 1,161,874 20.42 1,225,256 15.95 347,825 3.12 60,903 1.20 61.78% 4,773,556 612,743 14.53 730,012 15.33 334,480 4.35 23,159 0.76 71.76% 9.21 10.97 5.03 0.35 245,653 150,796 7,600 404,049 1.88 1.15 0.06 3.09 101,163 131,808 5,951 238,922 0.97 1.26 0.06 2.29 121,134 117,445 3,648 242,227 1.36 1.32 0.04 2.72 147,540 108,356 3,861 259,757 1.84 1.36 0.05 3.25 104,864 70,341 2,972 178,177 1.58 1.06 0.04 2.68 Total loans $13,064,618 100.00% $10,438,471 100.00% $8,895,066 100.00% $7,994,859 100.00% $6,652,127 100.00% Premiums on purchased loans, net Deferred loan fees, net Allowance for loan losses Net loans $ 52,014 (60,160) (173,928) $12,882,544 $ 43,023 (32,536) (142,172) $10,306,786 29,927 (13,540) (117,242) 22,021 (8,244) (90,931) 22,958 (4,574) (55,052) $8,794,211 $7,917,705 $6,615,459 5 F O R M 1 0 - K Portfolio Maturities. The following table summarizes the scheduled repayments of our loan portfolio, including PCI loans at December 31, 2013. Overdraft loans are reported as being due in one year or less. At December 31, 2013 Residential Mortgage Loans Multi-Family Loans Commercial Real Estate Loans Construction Loans (In thousands) Commercial and Industrial Loans Consumer and Other Loans Total Amounts Due: One year or less After one year: One to three years Three to five years Five to ten years Ten to twenty years Over twenty years $ 19,925 78,180 216,205 110,471 3,317 32,854 200,936 1,326,569 4,114,750 465,968 1,086,898 2,120,562 231,394 3,206 416,141 836,112 880,451 155,153 1,265 78,883 11,800 831 276 — 91,790 Total due after one year 5,678,426 3,908,028 2,289,122 Total loans $5,698,351 3,986,208 2,505,327 202,261 Premiums on purchased loans, net Deferred loan fees, net Allowance for loan losses Net loans 95,660 35,562 56,732 57,976 22,492 — 172,762 268,422 87,998 608,439 14,101 28,838 90,102 119,105 63,905 316,051 404,049 1,013,972 2,053,234 3,350,858 1,854,989 4,183,126 12,456,179 13,064,618 52,014 (60,160) (173,928) $12,882,544 The following table sets forth fixed- and adjustable-rate loans at December 31, 2013 that are contractually due after December 31, 2014. Residential mortgage loans Multi-family loans Commercial real estate loans Construction loans Commercial and industrial loans Consumer and other loans: Home equity loans Home equity credit lines Other Total consumer and other loans Total loans Due After December 31, 2014 Fixed Adjustable Total $3,640,004 1,842,436 1,241,476 31,296 139,408 (In thousands) 2,038,422 2,065,592 1,047,646 60,494 33,354 242,335 — 2,200 244,535 — 71,516 — 71,516 5,678,426 3,908,028 2,289,122 91,790 172,762 242,335 71,516 2,200 316,051 $7,139,155 5,317,024 12,456,179 Residential Mortgage Loans. One of our primary lending activities has been originating and purchasing residential mortgage loans, most of which are secured by properties located in our primary market area and most of which we hold in portfolio. At December 31, 2013, $5.70 billion, or 43.6%, of our loan portfolio consisted of residential mortgage loans. Residential mortgage loans are originated by our mortgage subsidiary, Investors Home Mortgage, for our loan portfolio and for sale to third parties. We also purchase mortgage loans from correspondent entities including other banks and mortgage bankers. Our agreements call for these correspondent entities to originate loans that adhere to our underwriting standards. In most cases we acquire the loans with servicing rights, but we have some arrangements in which the correspondent entity will sell us the loan without servicing rights. In addition, occasionally we purchase pools of mortgage loans in the secondary market on a “bulk purchase” basis from several well-established financial institutions. While some of these financial institutions retain the servicing rights for loans they sell to us, when presented with the opportunity to purchase the servicing rights as part of the loan, we may decide to purchase the servicing rights. This decision is generally based on the price and other relevant factors. 6 K - 0 1 M R O F Generally, residential mortgage loans are originated in amounts up to 80% of the lesser of the appraised value or purchase price of the property to a maximum loan amount of $1,250,000. Loans over $1,250,000 require a lower loan to value ratio. Loans in excess of 80% of value require private mortgage insurance and cannot exceed $500,000. We will not make loans with a loan-to-value ratio in excess of 95% or 97% for programs to low or moderate-income borrowers. Fixed-rate mortgage loans are originated for terms of up to 30 years. Generally, all fixed-rate residential mortgage loans are underwritten according to Fannie Mae guidelines, policies and procedures. At December 31, 2013, we held $3.64 billion in fixed-rate residential mortgage loans which represented 64.1% of our residential mortgage loan portfolio. We also offer adjustable-rate residential mortgage loans, which adjust annually after three, five, seven or ten year initial fixed-rate periods. Our adjustable rate loans usually adjust to an index plus a margin, based on the weekly average yield on U.S. Treasuries adjusted to a constant maturity of one year. Annual caps of 2% per adjustment apply, with a lifetime maximum adjustment of 5% on most loans. Our adjustable-rate mortgage loans amortize over terms of up to 30 years. In addition, we hold in loan portfolio 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 contractually required payments due to the required amortization of the principal amount after the interest-only period. Borrowers were qualified using the loan rate at the date of origination and the fully amortized payment amount. Adjustable-rate mortgage loans decrease the Bank’s risk associated with changes in market interest rates by periodically re-pricing, but involve other risks because, as interest rates increase, the underlying payments by the borrower increase, which increases the potential for default by the borrower. At the same time, the marketability of the underlying collateral may be adversely affected by higher interest rates or a decline in housing values. The maximum periodic and lifetime interest rate adjustments may limit the effectiveness of adjustable-rate mortgages during periods of rapidly rising interest rates. At December 31, 2013, we held $2.04 billion of adjustable-rate residential mortgage loans, of which $341.7 million were interest-only one- to four-family mortgages. Adjustable-rate residential mortgage loans represented 35.9% of our residential mortgage loan portfolio. To provide financing for low-and moderate-income home buyers, we also offer various loan programs some of which include down payment assistance for home purchases. Through these programs, qualified individuals receive a reduced rate of interest on most of our loan programs and have their application fee refunded at closing, as well as other incentives if certain conditions are met. All residential mortgage loans we originate include a “due-on-sale” clause, which gives us the right to declare a loan immediately due and payable if the borrower sells or otherwise disposes of the real property subject to the mortgage and the loan is not repaid. All borrowers are required to obtain title insurance, fire and casualty insurance and, if warranted, flood insurance on properties securing real estate loans. Multi-family and Commercial Real Estate Loans. As part of our strategy to add to and diversify our loan portfolio, we offer mortgages on multi-family and commercial real estate properties. At December 31, 2013, $3.99 billion, or 30.5% of our total loan portfolio was multi-family and $2.51 billion or 19.2%, of our total loan portfolio was commercial real estate loans. Our policy generally has been to originate multi-family and commercial real estate loans in New Jersey, New York and surrounding states. Commercial real estate loans are secured by office buildings, mixed-use properties and other commercial properties. The multi-family and commercial real estate loans in our portfolio consist of both fixed-rate and adjustable-rate loans which were originated at prevailing market rates. Multi-family and commercial real estate loans are generally five to fifteen year term balloon loans amortized over fifteen to thirty years. The maximum loan-to-value ratio is 70% for our commercial real estate loans and 75% for multi-family loans. At December 31, 2013, our largest commercial real estate loan was $36.4 million and is on an office building in New Jersey and is performing in accordance with its contractual terms. Our largest multi-family loan was $38.6 million and is on nine apartment buildings in New Jersey and is performing accordance with its contractual terms. 7 We consider a number of factors when we originate multi-family and commercial real estate loans. During the underwriting process we evaluate the business qualifications and financial condition of the borrower, including credit history, profitability of the property being financed, as well as the value and condition of the mortgaged property securing the loan. When evaluating the business qualifications of the borrower, we consider the financial resources of the borrower, the borrower’s experience in owning or managing similar property and the borrower’s payment history with us and other financial institutions. In evaluating the property securing the loan, we consider the net operating income of the mortgaged property before debt service and depreciation, the ratio of the loan amount to the appraised value of the mortgaged property and the debt service coverage ratio (the ratio of net operating income to debt service) to ensure it is at least 120% of the monthly debt service for apartment buildings and 130% for commercial income-producing properties. All multi family and commercial real estate loans are appraised by outside independent appraisers who have been approved by our Board of Directors. Personal guarantees are obtained from multi family and commercial real estate borrowers although we will consider waiving this requirement based upon the loan-to-value ratio of the proposed loan and other factors. All borrowers are required to obtain title, fire and casualty insurance and, if warranted, flood insurance. Multi-family loans are generally lower credit risk than other types of commercial real estate lending due to the diversification of cash flows to service the debt over multiple tenants. Loans secured by multi-family and commercial real estate generally are larger than residential mortgage loans and can involve greater credit risk. Commercial real estate loans often involve large loan balances to single borrowers or groups of related borrowers. Repayment of these loans depends to a large degree on the results of operations and management of the properties securing the loans or the businesses conducted on such property, and may be affected to a greater extent by adverse conditions in the real estate market or the economy in general. Accordingly, management annually evaluates the performance of all commercial loans in excess of $1.0 million. F O R M 1 0 - K Construction Loans. We offer loans directly to builders and developers on income-producing properties and residential for-sale housing units. At December 31, 2013, we held $202.3 million in construction loans representing 1.6%, of our total loan portfolio. Construction loans are originated through our commercial lending department. Generally, construction loans will be structured to be repaid over a three-year period and generally will be made in amounts of up to 70% of the appraised value of the completed property, or the actual cost of the improvements. Funds are disbursed based on inspections in accordance with a schedule reflecting the completion of portions of the project. Construction financing for sold units requires an executed sales contract. Construction loans generally involve a greater degree of credit risk than either residential mortgage loans or other commercial mortgage loans. The risk of loss on a construction loan depends on the accuracy of the initial estimate of the property’s value when the construction is completed compared to the estimated cost of construction. For all loans, we use outside independent appraisers approved by our Board of Directors. We require all borrowers to obtain title insurance, fire and casualty insurance and, if warranted, flood insurance. A detailed plan and cost review by an outside engineering firm is required on loans in excess of $2.5 million. At December 31, 2013, the Bank’s largest construction loan was a $34.0 million note with an outstanding balance of $27.2 million on an apartment-rental project in New Jersey. At December 31, 2013, the loan was performing in accordance with contractual terms. Commercial and Industrial Loans. We offer commercial and industrial loans which are comprised of term loans and lines of credit. These loans are generally secured by real estate or business assets and include personal guarantees. The loan to value limit is 75% and businesses will typically have at least a two year history. The Company’s recent acquisitions and de novo branch expansion has provided a larger market area to leverage new products. We have expanded and increased our New York market lending presence by hiring experienced consumer and industrial team members as well as expanding our business lending into the healthcare industry and asset based lending to focus on this segment of the market. At December 31, 2013, consumer and industrial loans totaled $268.4 million, or 2.0%, of our loan portfolio. Included in commercial real estate loans are owner occupied commercial mortgage loans which total $416.1 million at December 31, 2013. 8 Consumer Loans. We offer consumer loans, most of which consist of home equity loans and home equity lines of credit. Home equity loans and home equity lines of credit are secured by residences primarily located in New Jersey and New York. At December 31, 2013, consumer loans totaled $404.0 million or 3.1%, of our total loan portfolio. The underwriting standards we use for home equity loans and home equity lines of credit include a determination of the applicant’s credit history, an assessment of the applicant’s ability to meet existing credit obligations, the payment on the proposed loan and the value of the collateral securing the loan. The combined (first and second mortgage liens) loan-to-value ratio for home equity loans and home equity lines of credit is generally limited to a maximum of 80%. Home equity loans are offered with fixed rates of interest, terms up to 30 years and to a maximum of $500,000. Home equity lines of credit have adjustable rates of interest, indexed to the prime rate, as reported in The Wall Street Journal. Loan Originations and Purchases. The following table shows our loan originations, loan purchases and repayment activities with respect to our portfolio of loans receivable for the periods indicated. Origination, sale and repayment activities with respect to our loans-held-for-sale are excluded from the table. Loan originations and purchases Loan originations: Residential mortgage loans Multi-family loans Commercial real estate loans Construction loans Commercial and industrial loans Consumer and other loans: Home equity loans Home equity credit lines Other Total consumer and other loans Total loan originations Loan purchases: Residential mortgage loans Commercial real estate Multi-family Construction loans Commercial and industrial Consumer and other loans: Home equity loans Home equity credit lines Other Total consumer and other loans Total loan purchases Loans sold and principal repayments Other items, net(1) Net loans acquired in acquisition Net increase in loan portfolio K - 0 1 M R O F Year Ended December 31, 2013 2012 2011 (In thousands) $ 1,069,518 1,592,509 454,152 57,524 250,981 $ 693,996 1,285,775 458,847 32,219 139,833 19,197 58,936 1,440 79,573 13,674 55,295 838 69,807 767,241 846,685 308,245 120,773 104,120 14,399 64,630 15,314 94,343 3,504,257 2,680,477 2,241,407 1,054,395 — — — — 638,788 — — — — 710,880 — — — — — — — — — — — — — — — — 1,054,395 638,788 710,880 (2,931,593) (2,508,908) (2,042,462) (42,271) 990,970 (33,784) 736,003 (33,319) — $ 2,575,758 $ 1,512,576 876,506 (1) Other items include charge-offs, loan loss provisions, loans transferred to other real estate owned, and amortization and accretion of deferred fees and costs, discounts and premiums, and purchase accounting adjustments. 9 F O R M 1 0 - K Loan Approval Procedures and Authority. Our lending activities follow written, non-discriminatory underwriting standards and loan origination procedures established by our Board of Directors. In the approval process for residential loans, we assess the borrower’s ability to repay the loan and the value of the property securing the loan. To assess the borrower’s ability to repay, we review the borrower’s income and expenses and employment and credit history. In the case of commercial real estate loans we also review projected income, expenses and the viability of the project being financed. We generally require appraisals of all real property securing loans, except for home equity loans and home equity lines of credit, in which case we may use the tax- assessed value of the property securing such loan or a lesser form of valuation, such as a home value estimator or by a drive-by value estimated performed by an approved appraisal company. Appraisals are performed by independent licensed appraisers who are approved by our Board of Directors. We require borrowers, except for home equity loans and home equity lines of credit, to obtain title insurance. All real estate secured loans require fire and casualty insurance and, if warranted, flood insurance in amounts at least equals to the principal amount of the loan or the maximum amount available. Our loan approval policies and limits are also established by our Board of Directors. All residential mortgage loans including home equity loans and home equity lines of credit up to $500,000 requires approval by loan underwriters, provided the loan meets all of our underwriting guidelines. Residential mortgage loans up to $750,000 requires approval by an Underwriting Supervisor, provided the loan meets all of our underwriting guidelines. If the loans up to $750,000 does not meet all of our underwriting guidelines, but can be considered for approval because of other compensating factors, the loan must be approved by an authorized member of management. Residential mortgage loans in excess of $750,001 and up to $1,500,000 requires approval of an authorized member of management Residential mortgage loans in excess of $1,500,001 and up to $2,000,000 must be approved by three authorized members of management. Residential mortgage loans in excess of $2,000,001 and up to $3,000,000 must be approved by three authorized members of management, one of whom must be an Executive Officer. Investors Home Mortgage shall have designated underwriting and loan approval for loans up to $1,000,000 that meet policy. In the absence of any of the above Officers, the CEO or COO may approve all loans up to $3,000,000 if necessary. All commercial real estate, multi-family and construction loan requests up to $1,000,000 without policy exceptions or total credit relationships in an amount up to $5,000,000 requires approval by the Vice President/ Team Leader. All commercial real estate, multi-family and construction loan requests up to $2,000,000 without policy exceptions or total credit relationships in an amount up to $5,000,000 requires approval by the Vice President/ Team Leader and either; Senior Vice President -CRE, Chief Lending Officer, Chief Operating Officer or Chief Executive Officer . All commercial real estate loan requests up to $5,000,000 without policy exceptions or total credit relationships up to $10,000,000 requires approval by the Vice President/ Team Leader or Senior Vice President-CRE and either Chief Lending Officer, Chief Operating Officer or Chief Executive Officer. All commercial real estate, multi-family and construction loan requests up to $7,500,000 or total credit relationships in excess of $10,000,000 or any loan with or without a policy exception requires approval by the Vice President/ Team Leader or Senior Vice President — CRE and Chief Operating Officer. All commercial real estate, multi- family and construction requests in excess of $7,500,000 or total credit relationships in excess of $10,000,000 or any loan with a policy exception not approved as stated above requires approval of the Commercial Loan Committee. consisting of the Chief Executive Officer, Chief Operating Officer, Chief Lending Officer, Chief Financial Officer, Chief Retail Banking Officer, Senior Vice President — CRE (cannot approve CRE loans), and the Senior Vice President- Business Lending (cannot approve Business loans). All business loans up to $1,500,000 with real estate as collateral without policy exceptions or total credit relationships in an amount up to $3,000,000 requires approval by the Senior Vice President-Business Lending, Chief Lending Officer, Chief Operating Officer or Chief Executive Officer. All loan requests up to $3,000,000 with real estate as collateral without policy exceptions or total credit relationships up to $5,000,000 requires approval by the Senior Vice President, Business Lending and either the Chief Lending Officer, Chief Operating Officer or Chief Executive Officer. All loan requests in excess of $3,000,000 or total credit relationships in excess of $5,000,000 or any loan with a policy exception requires approval of the Commercial Loan Committee., 10 consisting of the Chief Executive Officer, Chief Operating Officer, Chief Lending Officer, Chief Financial Officer, Chief Retail Banking Officer, Senior Vice President of CRE (cannot approve CRE Loans) and the Senior Vice President- Business Lending (cannot approve Business loans). All business loans up to $500,000 without real estate as collateral or total credit relationships in an amount up to $3,000,000 without policy exception require approval by the Senior Vice President-Business Lending, Chief Lending Officer, Chief Operating Officer or Chief Executive Officer. All loan requests up to $1,000,000 without real estate as collateral or total credit relationships up to $5,000,000 without policy exception requires approval by the Senior Vice President-Business Lending and either Chief Lending Officer, Chief Operating Officer or Chief Executive Officer. All loan requests in excess of $1,000,000 without real estate as collateral or total credit relationships in excess of $5,000,000 without policy exception shall require the approval of the Commercial Loan Committee. A business loan request that does not exceed more than 10% of an overall relationship may be approved as a separate loan request and not aggregated as part of a total loan relationship and shall not be greater than $250,000 nor contain a policy exception. Loans to One Borrower. The Bank’s regulatory limit on total loans to any borrower or attributed to any one borrower is 15% of unimpaired capital and surplus. As of December 31, 2013, the regulatory lending limit was $186.6 million. The Bank’s internal policy limit is $70.0 million, with the option to exceed that limit with the Board of Directors’ ratification, on total loans to a borrower or related borrowers. The Bank reviews these group exposures on a monthly basis. The Bank also sets additional limits on size of loans by loan type. At December 31, 2013, the Bank’s largest relationship with an individual borrower and its related entities was loan. The $105.6 million, consisting of seven multi-family loans, a construction loan and a commercial relationship was ratified by the Board of Directors and was performing in accordance with contractual terms as of December 31, 2013. K - 0 1 M R O F Asset Quality One of the Bank’s key operating objectives has been, and continues to be, maintaining a high level of asset quality. The Bank maintains sound credit standards for new loan originations and purchases. We do not originate or purchase sub-prime loans, negative amortization loans or option ARM loans. In addition, the Bank uses proactive collection and workout processes in dealing with delinquent and problem loans. The underlying credit quality of our loan portfolio is dependent primarily on each borrower’s ability to continue to make required loan payments and, in the event a borrower is unable to continue to do so, the value of the collateral securing the loan, if any. A borrower’s ability to pay typically is dependent; in the case of one-to- four family mortgage loans and consumer loans, primarily on employment and other sources of income; in the case of multi-family and commercial real estate loans, on the cash flow generated by the property; in the case of C&I loans, on the cash flows generated by the business, which in turn is impacted by general economic conditions. Other factors, such as unanticipated expenditures or changes in the financial markets, may also impact a borrower’s ability to pay. Collateral values, particularly real estate values, are also impacted by a variety of factors including general economic conditions, demographics, maintenance and collection or foreclosure delays. Purchased Credit-Impaired Loans. Purchased Credit-Impaired (“PCI”) loans are loans acquired through acquisition or purchased at a discount that is due, in part, to credit quality. PCI loans are accounted for in accordance with ASC Subtopic 310-30 and are initially recorded at fair value (as determined by the present value of expected future cash flows) with no valuation allowance (i.e., the allowance for loan losses). The difference between the undiscounted cash flows expected at acquisition and the initial carrying amount (fair value) of the covered loans, or the “accretable yield,” is recognized as interest income utilizing the level-yield method over the life of the loans. Contractually required payments for interest and principal that exceed the undiscounted cash flows expected at acquisition, or the “non-accretable difference,” are not recognized as a yield adjustment, as a loss accrual or a valuation allowance. Reclassifications of the non-accretable difference to the accretable yield may occur subsequent to the loan acquisition dates due to increases in expected cash flows of the loans and results in an increase in yield on a prospective basis. 11 Collection Procedures. We send system-generated reminder notices to start collection efforts when a loan becomes fifteen days past due. Subsequent late charge and delinquency notices are sent and the account is monitored on a regular basis thereafter. Direct contact with the borrower is attempted early in the collection process as a courtesy reminder and later to determine the reason for the delinquency and to safeguard our collateral. We provide the Board of Directors with a summary report of loans 30 days or more past due on a monthly basis. When a loan is more than 90 days past due, the credit file is reviewed and, if deemed necessary, information is updated or confirmed and collateral re-evaluated. We make every effort to contact the borrower and develop a plan of repayment to cure the delinquency. Loans are placed on non-accrual status when they are 90 days delinquent, but may be placed on non-accrual status earlier if the timely collection of principal and/or income is doubtful. When loans are placed on non-accrual status, unpaid accrued interest is fully reserved, and additional income is recognized in the period collected unless the ultimate collection of principal is considered doubtful. If our effort to cure the delinquency fails and a repayment plan is not in place, the file is referred to counsel for commencement of foreclosure or other collection efforts. We also own loans serviced by other entities and we monitor delinquencies on such loans using reports the servicers send to us. When we receive these past due reports, we review the data and contact the servicer to discuss the specific loans and the status of the collection process. We add the information from the servicer’s delinquent loan reports to our own delinquent reports and provide a full summary report monthly to our Board of Directors. F O R M 1 0 - K Our collection procedure for non mortgage related consumer and other loans includes sending periodic late notices to a borrower once a loan is past due. We attempt to make direct contact with the borrower once a loan becomes 30 days past due. The Collection Manager reviews loans 60 days or more delinquent on a regular basis. If collection activity is unsuccessful after 90 days, we may refer the matter to our legal counsel for further collection efforts or we may charge-off the loan. Non real estate related consumer loans that are considered uncollectible are proposed for charge-off by the Collection Manager on a quarterly basis. 12 Delinquent Loans. The following table sets forth our loan delinquencies by type and by amount at the dates indicated, excluding loans classified as PCI. Loans Delinquent For 60-89 Days 90 Days and Over Total Number Amount Number Amount Number Amount (Dollars in thousands) At December 31, 2013 Residential mortgage loans Multi-family Commercial real estate Construction loans Commercial and industrial Consumer and other loans Total At December 31, 2012 Residential mortgage loans Multi-family Commercial real estate Construction loans Commercial and industrial Consumer and other loans Total At December 31, 2011 Residential mortgage loans Multi-family Commercial real estate Construction loans Commercial and industrial Consumer and other loans Total 34 2 4 1 2 8 51 37 3 4 0 2 8 54 28 4 — — 1 5 $ 7,358 218 10,247 527 287 168 $18,805 $11,715 3,950 3,016 — 2,639 196 $21,516 253 4 11 18 3 32 321 310 5 4 6 2 23 350 $ 9,847 288 6,180 — — 8,068 — 173 1 12 — 25 326 $ 66,079 3,588 2,091 16,181 775 1,973 $ 90,687 $ 76,088 11,143 753 18,876 375 1,238 $108,473 $ 80,703 — 73 40,362 — 1,009 $122,147 287 6 15 19 5 40 372 347 8 8 6 4 31 404 316 4 1 13 — 30 364 $ 73,437 3,806 12,338 16,708 1,062 2,141 $109,492 $ 87,803 15,093 3,769 18,876 3,014 1,434 $129,989 $ 90,550 6,180 73 48,430 — 1,182 $146,415 K - 0 1 M R O F 38 $24,268 Non-Performing Assets. Non-performing assets include non-accrual loans, loans delinquent 90 days or more and still accruing interest, performing troubled debt restructurings and real estate owned, or REO, and excludes PCI loans. We did not have any loans delinquent 90 days or more and still accruing interest at December 31, 2013. At December 31, 2013, we had REO of $8.5 million consisting of fifty properties of which thirty four properties totaling $5.3 million was acquired through the Roma Financial acquisition in December 2013. Non-accrual loans decreased by $20.2 million to $100.4 million at December 31, 2013 from $120.6 million at December 31, 2012. During 2013, the Company elected to sell 46 residential non-accrual loans on a bulk basis for $9.0 million. In connection with the Brooklyn Federal acquisition, the Company sold approximately $106.2 million of the commercial real estate loan portfolio to a real estate investment fund on January 10, 2012. During 2011, the Company elected to sell 23 non-accrual commercial real estate loans on a bulk basis for $10.0 million. Although we have resolved a number of non-performing loans, the overall weakness in the economy continues to impact our non-accrual loans. As a geographically concentrated lender, we have been affected by negative consequences arising from the ongoing economic recession and, in particular, the decline in the housing industry, as well as economic and housing industry weaknesses in the New Jersey/New York metropolitan area. We are particularly vulnerable to the impact of a severe job loss recession. We continue to closely monitor the local and regional real estate markets and other factors related to risks inherent in our loan portfolio. The ratio of non-accrual loans to total 13 loans decreased to 0.77% at December 31, 2013 from 1.16% at December 31, 2012. Our ratio of non-performing assets to total assets decreased to 0.95% at December 31, 2013 from 1.14% at December 31, 2012. The allowance for loan losses as a percentage of total non-accrual loans increased to 173.30% at December 31, 2013 from 117.92% at December 31, 2012. For further discussion of our non-performing assets and non-performing loans and the allowance for loan losses, see Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” The table below sets forth the amounts and categories of our non- performing assets excluding PCI loans at the dates indicated. Non-accrual loans: Residential mortgage loans Multi-family and Commercial loans Construction loans Commercial and industrial loans Consumer and other loans December 31, 2013 (1) 2012 (2) 2011(3) 2010 2009(4) (Dollars in thousands) $ 72,309 8,616 16,181 1,281 1,973 81,295 11,896 25,764 375 1,238 84,056 73 57,070 — 1,009 73,650 6,647 82,735 1,829 1,033 50,089 3,970 64,968 — 1,166 F O R M 1 0 - K Total non-accrual loans 100,360 120,568 142,208 165,894 120,193 Real estate owned Performing troubled debt restructurings 8,516 39,570 8,093 15,756 3,081 10,465 976 4,822 — — Total non-performing assets $148,446 144,417 155,754 171,692 120,193 Total non-accrual loans to total loans Total non-performing assets to total assets 0.77% 0.95% 1.16% 1.14% 1.60% 1.48% 2.08% 1.74% 1.81% 1.44% (1) Non accrual loans include troubled debt restructurings which are current but classified as non-accrual. Included are the following TDR loans; one multi-family loan for $2.3 million, one commercial loan for $620,000, one C&I loan for $506,000 and 14 residential loans totaling $4.6 million. There were five TDR residential loans totaling $1.6 million which were 30-89 days delinquent classified as non accrual. (2) There were three construction troubled debt restructuring loans totaling $6.9 million and 21 residential and consumer loans totaling $5.1 million which were current but classified as non-accrual as of December 31, 2012. (3) An $8.1 million construction loan that was 60-89 days delinquent at December 31, 2011 was classified as non-performing. There were also 6 residential troubled debt restructurings totaling $3.0 million and 2 construction troubled debt restructurings totaling $8.6 million that were current as of December 31, 2011 but classified as non-accrual. (4) An $11.5 million construction loan that was 60-89 days delinquent at December 31, 2009 was classified as non-accrual. At December 31, 2013, there were $51.0 million of loans deemed trouble debt restructurings, of which $39.6 million were accruing and $11.4 million were on non-accrual. For the year ended December 31, 2013, interest income that would have been recorded had our non-accruing loans been current in accordance with their original terms amounted to $6.2 million. We recognized interest income of $2.1 million on such loans for the year ended December 31, 2013. Real Estate Owned. Real estate we acquire as a result of foreclosure or by deed in lieu of foreclosure is classified as real estate owned, (“REO”) until sold. When property is acquired it is recorded at fair value at the date of foreclosure less estimated costs to sell the property. Holding costs and declines in fair value result in charges to expense after acquisition. At December 31, 2013, we had REO of $8.5 million consisting of fifty properties of which thirty four properties totaling $5.3 million was acquired through the Roma Financial acquisition. 14 K - 0 1 M R O F Classified Assets. Federal regulations provide that loans and other assets of lesser quality should be classified as “substandard,” “doubtful” or “loss” assets. An asset is considered “substandard” if it is inadequately protected by the current net worth and paying capacity of the obligor or of the collateral pledged, if any. “Substandard” assets include those characterized by the “distinct possibility” we will sustain “some loss” if the deficiencies are not corrected. Assets classified as “doubtful” have all of the weaknesses inherent in those classified “substandard,” with the added characteristic the weaknesses present make “collection or liquidation in full,” on the basis of currently existing facts, conditions, and values, “highly questionable and improbable.” Assets classified as “loss” are those considered “uncollectible” and of such little value their continuance as assets without the establishment of a specific loss reserve is not warranted. We classify an asset as “special mention” if the asset has a potential weakness that warrants management’s close attention. While such assets are not impaired, management has concluded that if the potential weakness in the asset is not addressed, the value of the asset may deteriorate, adversely affecting the repayment of the asset. We are required to establish an allowance for loan losses in an amount that management considers prudent for loans classified substandard or doubtful, as well as for other problem loans. General allowances represent loss allowances which have been established to recognize the inherent losses associated with lending activities, but which, unlike specific allowances, have not been allocated to particular problem assets. When we classify problem assets as “loss,” we are required either to establish a specific allowance for losses equal to 100% of the amount of the asset so classified or to charge off such amount. Our determination as to the classification of our assets and the amount of our valuation allowances is subject to review by the New Jersey Department of Banking and Insurance and the Federal Deposit Insurance Corporation, which can require that we establish additional general or specific loss allowances. We review the loan portfolio on a quarterly basis to determine whether any loans require classification in accordance with applicable regulations. Not all classified assets constitute non-performing assets. Impaired Loans. The Company defines an impaired loan as a loan for which it is probable, based on current information, that the lender will not collect all amounts due under the contractual terms of the loan agreement. The Company considers the population of loans in its impairment analysis to include commercial loans with an outstanding balance greater than $1.0 million and on non-accrual status, loans modified in a troubled debt restructuring (“TDR”), and other commercial loans with an outstanding balance greater than $1.0 million if management has specific information that it is probable they will not collect all amounts due under the contractual terms of the loan agreement. Impaired loans are individually assessed to determine that the loan’s carrying value is not in excess of the fair value of the collateral or the present value of the expected future cash flows. Smaller balance homogeneous loans are evaluated for impairment collectively unless they are modified in a troubled debt restructure. Such loans include residential mortgage loans, installment loans, and loans not meeting the Company’s definition of impaired, and are specifically excluded from impaired loans. At December 31, 2013, loans meeting the Company’s definition of an impaired loan totaled $66.7 million. The allowance for loan losses related to loans classified as impaired at December 31, 2013, amounted to $2.1 million. Interest income received during the year ended December 31, 2013 on loans classified as impaired totaled $2.4 million. For further detail on our impaired loans, see Note 1 and Note 5 of Notes to Consolidated Financial Statements in Item 8, “Financial Statements and Supplementary Data.” Allowance for Loan Losses Our allowance for loan losses is maintained at a level necessary to absorb loan losses that are both probable and reasonably estimable. In determining the allowance for loan losses, management considers the losses inherent in our loan portfolio and changes in the nature and volume of loan activities, along with the general economic and real estate market conditions. A description of our methodology in establishing our allowance for loan losses is set forth in the section “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Critical Accounting Policies — Allowance for Loan Losses.” The allowance for loan losses as of December 31, 2013 is maintained at a level that represents management’s best estimate of losses inherent in 15 F O R M 1 0 - K the loan portfolio. However, this analysis process is subjective, as it requires us to make estimates that are susceptible to revisions as more information becomes available. Although we believe we have established the allowance at levels to absorb probable and estimable losses, future additions may be necessary if economic or other conditions in the future differ from the current environment. As an integral part of their examination processes, the New Jersey Department of Banking and Insurance and the Federal Deposit Insurance Corporation will periodically review our allowance for loan losses. Such agencies may require us to recognize additions to the allowance based on their judgments of information available to them at the time of their examination. Allowance for Loan Losses. The following table sets forth activity in our allowance for loan losses for the periods indicated. Year Ended December 31, 2013 2012 2011 2010 2009 (Dollars in thousands) Allowance balance (beginning of period) Provision for loan losses Charge-offs: $ 142,172 50,500 117,242 65,000 Residential mortgage loans Multi-family loans Commercial loans Construction loans Commercial & industrial loans Consumer and other loans Total charge-offs Recoveries: Residential mortgage loans Multi-family loans Commercial loans Construction loans Commercial & industrial loans Consumer and other loans Total recoveries 15,508 1,266 1,101 3,424 516 795 22,610 2,528 219 65 315 604 135 3,866 20,180 9,058 479 13,227 99 1,107 44,150 593 — 43 3,387 23 34 4,080 90,931 75,500 9,304 363 7,637 30,548 1,621 714 50,187 388 19 — 576 13 2 998 55,052 66,500 6,432 829 98 23,160 269 41 30,829 124 — — 83 — 1 208 26,548 39,450 590 — — 14,421 — 22 15,033 44 — — — — — 44 Net charge-offs Allowance acquired in acquisition (18,744) — (40,070) — (49,189) — (30,621) — (14,989) 4,043 Allowance balance (end of period) $ 173,928 $ 142,172 $ 117,242 $ 90,931 $ 55,052 Total loans outstanding Average loans outstanding Allowance for loan losses as a percent of total loans outstanding Net loans charged off as a percent of average loans outstanding Allowance for loan losses to non-performing $13,064,618 $11,065,190 10,438,471 9,271,550 8,895,066 8,461,031 7,994,859 7,197,608 6,652,127 6,010,870 1.33% 1.36% 1.32% 1.14% 0.83% 0.17% 0.43% 0.58% 0.43% 0.25% loans 124.30% 104.29% 76.79% 53.26% 45.80% 16 K - 0 1 M R O F Allocation of Allowance for Loan Losses. The following table sets forth the allowance for loan losses 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. 2013 2012 December 31, 2011 2010 2009 Percent of Loans in Each Category to Total Loans Allowance for Loan Losses Percent of Loans in Each Category to Total Loans Percent of Loans in Each Category to Total Loans Allowance for Loan Losses Allowance for Loan Losses Percent of Loans in Each Category to Total Loans Percent of Loans in Each Category to Total Loans Allowance for Loan Losses Allowance for Loan Losses (Dollars in thousands) End of period allocated to: Residential mortgage loans Multi-family loans Commercial real estate loans Construction loans Commercial and industrial loans Consumer and other loans Unallocated $ 51,760 42,103 43.62% $ 45,369 29,853 30.51% 46.35% $ 32,447 13,863 28.70% 56.59% $20,489 10,454 20.42% 61.78% $13,741 3,227 14.53% 46,657 8,947 19.18% 1.55% 33,347 16,062 18.89% 2.15% 30,947 22,839 15.95% 3.12% 16,432 34,669 15.33% 4.35% 10,208 25,194 71.76% 9.21% 10.97% 5.03% 9,273 2.05% 4,094 1.62% 3,677 1.20% 2,189 0.76% 558 0.35% 2,161 13,027 3.09% 2,086 11,361 2.29% 1,335 12,134 2.72% 866 5,832 3.25% 510 1,614 2.68% Total allowance $173,928 100.00% $142,172 100.00% $117,242 100.00% $90,931 100.00% $55,052 100.00% Security Investments The Board of Directors has adopted our Investment Policy. This policy determines the types of securities in which we may invest. The Investment Policy is reviewed annually by management and changes to the policy are recommended to and subject to approval by the Board of Directors. The Board of Directors delegates operational responsibility for the implementation of the Investment Policy to the Asset Liability Committee, which is primarily comprised of senior officers. While general investment strategies are developed by the Asset Liability Committee, the execution of specific actions rests primarily with our Chief Financial Officer. He is responsible for ensuring the guidelines and requirements included in the Investment Policy are followed and all securities are considered prudent for investment. He or his designee is authorized to execute transactions that fall within the scope of the established Investment Policy. Investment transactions are reviewed and ratified by the Board of Directors at their regularly scheduled meetings. Our Investment Policy requires that investment transactions conform to Federal and New Jersey State investment regulations. Our investments may include, but are not limited to, U.S. Treasury obligations, securities issued by various Federal Agencies, State and Municipal subdivisions, mortgage-backed securities, certain certificates of deposit of insured financial investment grade corporate debt instruments, and mutual funds. In addition, Investors Bancorp may invest in equity securities subject to certain limitations. institutions, overnight and short-term loans to other banks, The Investment Policy requires that securities transactions be conducted in a safe and sound manner. Purchase and sale decisions are based upon a thorough pre-purchase analysis of each security to determine it conforms to our overall asset/liability management objectives. The analysis must consider its effect on our risk-based capital measurement, prospects for yield and/or appreciation and other risk factors. At December 31, 2013, our securities portfolio totaled $1.62 billion representing 10.4% of our total assets. Securities are classified as held-to-maturity or available-for-sale when purchased. At December 31, 2013, $831.8 million of our securities were classified as held-to-maturity and reported at amortized cost and $785.0 million were classified as available-for-sale and reported at fair value. 17 F O R M 1 0 - K Mortgage-Backed Securities. We purchase mortgage-backed pass through and collateralized mortgage obligation (“CMO”) securities insured or guaranteed by Fannie Mae, Freddie Mac (government-sponsored enterprises) and Ginnie Mae (government agency), and to a lesser extent, a variety of federal and state housing authorities (collectively referred to below as “agency-issued mortgage-backed securities”). At December 31, 2013, agency-issued mortgage-backed securities including CMOs, totaled $1.56 billion, or 96.2%, of our total securities portfolio. During year ended December 31, 2013 we transferred $524.0 million of mortgage-backed securities previously-designated as available-for-sale to a held-to-maturity. In accordance with ASC 320, Investments — Debt and Equity Securities, the Company is required at each balance sheet date to reassess the classification of each security held. The reclassification is permitted as the Company has appropriately determined the ability and intent to hold these securities as an investment until maturity or call. The securities transferred had a net loss of $12.2 million that is reflected in accumulated other comprehensive loss on the consolidated balance sheet, net of subsequent amortization, which is being recognized over the life of the securities. Mortgage-backed pass through securities are created by pooling mortgages and issuing a security with an interest rate less than the interest rate on the underlying mortgages. Mortgage-backed pass through securities represent a participation interest in a pool of single-family or multi-family mortgages. As loan payments are made by the borrowers, the principal and interest portion of the payment is passed through to the investor as received. CMOs are also backed by mortgages; however, they differ from mortgage-backed pass through securities because the principal and interest payments of the underlying mortgages are financially engineered to be paid to the security holders of pre-determined classes or tranches of these securities at a faster or slower pace. The receipt of these principal and interest payments which depends on the proposed average life for each class is contingent on a prepayment speed assumption assigned to the underlying mortgages. Variances between the assumed payment speed and actual payments can significantly alter the average lives of such securities. To quantify and mitigate this risk, we undertake a payment analysis before purchasing these securities. We primarily invest in CMO classes or tranches in which the payments on the underlying mortgages are passed along at a pace fast enough to provide an average life of three to five years with no change in market interest rates. The issuers of such securities, as noted above, pool and sell participation interests in security form to investors such as Investors Bank and guarantee the payment of principal and interest. Mortgage-backed securities and CMOs generally yield less than the loans that underlie such securities because of the cost of payment guarantees and credit enhancements. However, mortgage-backed securities are usually more liquid than individual mortgage loans and may be used to collateralize borrowings and other liabilities. Mortgage-backed securities present a risk that actual prepayments may differ from estimated prepayments over the life of the security, which may require adjustments to the amortization of any premium or accretion of any discount relating to such instruments that can change the net yield on such securities. There is also reinvestment risk associated with the cash flows from such securities or if such securities are redeemed by the issuer. In addition, the fair value of such securities may be adversely affected by changes in interest rates. Our mortgage-backed securities portfolio had a weighted average yield of 1.89% for the year ended December 31, 2013. The estimated fair value of our mortgage-backed securities at December 31, 2013 was $1.54 billion, which is $11.2 million less than the carrying value of $1.56 billion. The decreases to the fair value are attributed to an increase to interest rates in the second half of 2013, and not credit related. We also may invest in securities issued by non-agency or private mortgage originators, provided those securities are rated AAA by nationally recognized rating agencies and satisfactorily pass an internal credit review at the time of purchase. During the year ended December 31, 2012, the Company sold all its non-agency or privately originated mortgage backed securities. The Company currently has no non-agency mortgage-backed securities in its portfolio. Corporate and Other Debt Securities. Our corporate and other debt securities portfolio consists of collateralized debt obligations (CDOs) backed by pooled trust preferred securities (TruPS), principally issued by 18 K - 0 1 M R O F banks and to a lesser extent insurance companies, real estate investment trusts, and collateralized debt obligation. The interest rates on these securities reset quarterly in relation to 3 month Libor rate. These securities have been classified in the held to maturity portfolio since their purchase. In December 2013, regulatory agencies adopted a rule on the treatment of certain collateralized debt obligations backed by trust preferred securities to implement sections of the Dodd-Frank Wall Street Reform and Consumer Protection Act, known as the Volcker Rule. Upon evaluation of the impact of the Volcker Rule on our portfolio, one security backed by trust preferred securities issued by insurance companies, was deemed to be a “covered fund” under the Volker Rule. The Company reclassified the trust preferred security with a fair value of $670,000 from held-to-maturity to available-for-sale at December 31, 2013 as the new regulations will require the Company to sell the security in the near future. Other than this security, the Company has no intent to sell the remaining securities, nor would it be required to sell these securities until maturity. At December 31, 2013, the trust preferred securities portfolio consisted of 35 securities with an amortized cost of $30.4 million and a fair value of $49.2 million and all but three are rated below investment grade securities. The three investment grade securities have a book value of $3.2 million with fair value of $7.4 million. For December 31, 2013, we engaged an independent valuation firm to value our TruPS portfolio and prepare our other-than temporary impairment, or OTTI, analysis. At December 31, 2013, the discounted cash flow projected for one of the Company’s pooled trust preferred securities fell below its adjusted book value. Based on the review of underlying collateral, the credit of this security has continued to deteriorate and therefore the Company recorded net other-than-temporary impairment (“OTTI”) charge of $977,000 for the year ended December 31, 2013. At December 31, 2013 the security had a fair value of $46,000. Other than the trust preferred security which new regulations will force us to sell in the near future, 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 before the recovery of their amortized cost basis or maturity. At December 31, 2008, we recorded a pre-tax $156.7 million OTTI charge to reduce the carrying amount of our investment in pooled trust preferred securities to the securities’ fair values totaling $20.7 million. The decision to recognize the OTTI charge was based on the severity of the decline in the fair values of these securities at that time and the unlikelihood of any near-term market value recovery. The significant decline in the fair value occurred primarily as a result of deteriorating national economic conditions, rapidly increasing amounts of non-accrual and delinquent loans at some of the underlying issuing banks, and credit rating downgrades by Moody’s. Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 320-10, “Recognition and Presentation of Other-Than-Temporary Impairments,” which was incorporated into ASC 320, “Investments — Debt and Equity Securities,” on April 1, 2009. Under this guidance, the difference between the present value of the cash flows expected to be collected and the amortized cost basis is deemed to be the credit loss. The present value of the expected cash flows is calculated based on the contractual terms of each security, and is discounted at a rate equal to the effective interest rate implicit in the security at the date of acquisition. The guidance also required management to determine the amount of any previously recorded OTTI charges on the TruPS that were related to credit and all other non-credit factors. At that time, in accordance with ASC 320, management considered the deteriorating financial condition of the U.S. banking sector, the credit rating downgrades, the accelerating pace of banks deferring or defaulting on their trust preferred debt, and the increasing amounts of non-accrual and delinquent loans at the underlying issuing banks. The aforementioned analysis was incorporated into the present value of the cash flows expected to be collected for each of these securities and management determined that $35.6 million of the previously recorded pre-tax OTTI charge was due to other non-credit factors and, in accordance with ASC 320, the Company recognized a cumulative effect of initially applying ASC 320 as a $21.1 million after-tax adjustment to retained earnings with a corresponding adjustment to AOCI. At June 30, 2009, we recorded an additional $1.3 million pre-tax credit related OTTI charge on these securities. At December 31, 2013, the Company had $15.6 million after tax accumulated other comprehensive income balance related to the non-credit factors in the previous OTTI charge that will be amortized to the investment balance over the remaining lives of the TruPS. 19 We continue to closely monitor the performance of the securities we own as well as the events surrounding this segment of the market. We will continue to evaluate for other-than-temporary impairment, which could result in a future non-cash charge to earnings. Government Sponsored Enterprises. At December 31, 2013, bonds issued by Government Sponsored Enterprises held in our security portfolio totaled $7.5 million representing less than 0.5% of our total securities portfolio. While these securities may generally provide lower yields than other securities in our securities portfolio; they are held for liquidity purposes, as collateral for certain borrowings, to achieve positive interest rate spreads with minimal administrative expense, and to lower our credit risk as a result of the guarantees provided by these issuers. Marketable Equity Securities. At December 31, 2013, we had $8.4 million in equity securities representing less than 0.3% of our total securities portfolio. Equity securities are not insured or guaranteed investments and are affected by market interest rates and stock market fluctuations. Such investments (when held) are carried at their fair value and fluctuations in the fair value of such investments, including temporary declines in value, directly affect our net capital position. Municipal Bonds. At December 31, 2013, we had $15.0 million of municipal bonds which represent 0.9% of our total securities portfolio. These bonds are comprised of $5.2 million in short-term Bond Anticipation or Tax Anticipation notes and $9.8 million of longer term New Jersey Revenue Bonds. These purchases were made to diversify the securities portfolio and are designated as held to maturity. F O R M 1 0 - K 20 Securities Portfolios. The following table sets forth the composition of our investment securities portfolios at the dates indicated 2013 At December 31, 2012 2011 Carrying Value Estimated Fair Value Carrying Value Estimated Fair Value Carrying Value Estimated Fair Value (In thousands) Available-for-sale: Equity securities Government sponsored enterprises Corporate and other debt securities $ 7,148 3,004 670 8,444 3,004 670 3,306 3,038 — 4,161 3,035 — 1,941 — — 1,965 — — Mortgage-backed securities: Federal Home Loan Mortgage Corporation Federal National Mortgage Association Government National Mortgage Association Non-agency securities Total mortgage-backed securities available for sale 362,876 363,088 660,095 667,517 389,295 395,482 408,794 409,559 689,587 706,128 557,746 567,918 267 — 267 — 4,414 — 4,487 — 7,212 10,782 7,313 11,037 771,937 772,914 1,354,096 1,378,132 965,035 981,750 Total securities available-for-sale $ 782,759 785,032 1,360,440 1,385,328 966,976 983,715 Held-to-maturity: Debt securities: Government sponsored enterprises Municipal bonds Corporate and other debt securities Mortgage-backed securities: Federal Home Loan Mortgage Corporation Government National Mortgage Association Federal National Mortgage Association Federal housing authorities Non-agency securities Total mortgage-backed securities held-to-maturity $ 4,542 14,992 29,681 49,215 4,524 15,479 48,604 68,607 147 21,156 29,503 50,806 149 22,294 39,295 61,738 174 18,001 25,511 43,686 175 18,847 36,706 55,728 303,617 297,872 63,033 66,223 112,540 117,397 — — — — 1,382 1,585 478,616 371 — 472,214 371 — 64,278 1,805 — 69,121 1,811 — 103,823 2,077 24,163 110,587 2,137 24,426 782,604 770,457 129,116 137,155 243,985 256,132 Total securities held-to-maturity $ 831,819 839,064 179,922 198,893 287,671 311,860 Total securities $1,614,578 1,624,096 1,540,362 1,584,221 1,254,647 1,295,575 At December 31, 2013, except for our investments in Fannie Mae and Freddie Mac securities, we had no investment in the securities of any issuer that had an aggregate book value in excess of 10% of our equity. K - 0 1 M R O F 21 Portfolio Maturities and Yields. The composition and maturities of the securities portfolio at December 31, 2013 are summarized in the following table. Maturities are based on the final contractual payment dates, and do not reflect the impact of prepayments or early redemptions that may occur. State and municipal securities yields have not been adjusted to a tax- equivalent basis. One Year or Less Carrying Value Weighted Average Yield More than One Year through Five Years Carrying Value Weighted Average Yield More than Five Years through Ten Years More than Ten Years Total Securities Carrying Value Weighted Average Yield Carrying Value Weighted Average Yield Carrying Value Fair Value Weighted Average Yield $ — — $ — 3,004 0.11% — — 3,004 0.11% — — — (Dollars in thousands) — — — — $ — — — — — — — — $ 7,148 — 670 670 — — $ 7,148 $ 8,444 — 3,004 3,004 0.11% — % — 670 670 — % 3,674 3,674 0.11% — — — — — — — — 6,623 3.73% 22,710 2.76% 333,543 2.26% 362,876 363,088 2.32% 2,763 4.94% 115,515 2.70% 290,516 2.29% 408,794 409,559 2.42% — — 43 0.49% 224 2.34% 267 267 2.04% 9,386 4.09% 138,268 2.71% 624,283 2.27% 771,937 772,914 2.37% $3,004 0.11% $ 9,386 4.09% $138,268 2.71% $632,101 2.27% $782,759 $785,032 2.34% $ — 9,707 — 1.59% $ 4,542 280 1.04% $ — — 3.63% — — — — 9,707 1.59% 4,822 1.19% — — — — — — $ — 5,005 — 9.13% $ 4,542 $ 14,992 4,524 15,479 29,681 34,686 1.28% 2.42% 29,681 48,604 49,215 68,607 1.04% 4.14% 1.28% 2.13% — — — — — — — — 12,267 4.18% 5,349 4.50% 286,001 2.28% 303,617 297,872 2.40% 17,178 4.30% 13,075 2.63% 448,363 2.65% 478,616 472,214 2.71% 371 8.90% — — — — 371 371 8.90% 29,816 4.31% 18,424 3.31% 734,364 2.51% 782,604 770,457 2.59% $9,707 1.59% $34,638 3.87% $ 18,424 3.31% $769,050 2.50% $831,819 $839,064 2.56% F O R M 1 0 - K Available-for-Sale: Equity securities Debt Securities: Government sponsored enterprises Corporate and other debt securities Mortgage-backed securities: Federal Home Loan Mortgage Corporation Federal National Mortgage Association Government National Mortgage Association Total mortgage-backed securities Total securities available-for- sale Held-to-Maturity: Debt securities: Government sponsored enterprises Municipal bonds Corporate and other debt securities Mortgage-backed securities: Federal Home Loan Mortgage Corporation Federal National Mortgage Association Federal housing authorities Total mortgage-backed securities Total securities held-to- maturity Sources of Funds General. Deposits are the primary source of funds used for our lending and investment activities. Our strategy is to increase core deposit growth to fund these activities. In addition, we use a significant amount of borrowings, primarily advances from the Federal Home Loan Bank of New York (“FHLB”); to supplement cash flow needs, to lengthen the maturities of liabilities for interest rate risk management and to manage our cost of funds. Additional sources of funds include principal and interest payments from loans and securities, loan and security prepayments and maturities, repurchase agreements, brokered deposits, income on other earning assets and retained earnings. While cash flows from loans and securities payments can be relatively stable sources of funds, deposit inflows and outflows can vary widely and are influenced by prevailing interest rates, market conditions and levels of competition. 22 Deposits. At December 31, 2013, we held $10.72 billion in total deposits, representing 75.0% of our total liabilities. In recent years, we have focused on changing the mix of our deposits from one focused on attracting certificates of deposit to one focused on core deposits (savings, checking and money market accounts). The impact of these efforts has been a continuing shift in deposit mix to lower cost core products. We remain committed to our plan of attracting more core deposits because core deposits represent a more stable source of low cost funds and are less sensitive to changes in market interest rates. At December 31, 2013, we held $7.33 billion in core deposits, representing 68.4% of total deposits. This is an increase of $1.53 billion, or 26.4%, when compared to December 31, 2012, when our core deposits were $5.80 billion. At December 31, 2013, $3.38 billion, or 31.6%, of our total deposit balances were certificates of deposit, which included $290.7 million of brokered deposits. We intend to continue to invest in branch staff training and to aggressively market and advertise our core deposit products and will attempt to generate our deposits from a diverse client group within our primary market area. We remain focused on attracting deposits from municipalities and C&I businesses which operate in our marketplace. We have a suite of commercial deposit products, designed to appeal to small business owners and non-profit organizations. The interest rates we pay, our maturity terms, service fees and withdrawal penalties are all reviewed on a periodic basis. Deposit rates and terms are based primarily on our current operating strategies, market rates, liquidity requirements, rates paid by competitors and growth goals. We also rely on personalized customer service, long-standing relationships with customers and an active marketing program to attract and retain deposits. The flow of deposits is influenced significantly by general economic conditions, changes in money market and other prevailing interest rates and competition. The variety of deposit accounts we offer allows us to respond to changes in consumer demands and to be competitive in obtaining deposit funds. Our ability to attract and maintain deposits and the rates we pay on deposits will continue to be significantly affected by market conditions. The following table sets forth the distribution of total deposit accounts, by account type, at the dates indicated. 2013 At December 31, 2012 Percent of Total Deposits Weighted Average Rate Balance Percent of Total Deposits Weighted Average Rate Balance Balance 2011 Percent of Total Deposits Weighted Average Rate Savings Checking accounts Money market deposits Total core deposits Certificates of deposit (Dollars in thousands) $ 2,212,034 20.64% 0.28% $1,718,199 19.59% 0.37% $1,270,197 17.25% 0.64% 3,163,250 29.50 1,958,982 18.28 7,334,266 68.42 3,384,545 31.58 0.17 0.34 0.25 0.83 2,498,829 28.50 1,585,865 18.09 5,802,893 66.18 2,965,964 33.82 0.21 0.37 0.30 1.19 1,633,703 22.19 1,116,205 15.16 4,020,105 54.60 3,341,898 45.40 0.32 0.67 0.52 1.57 Total deposits $10,718,811 100.00% 0.43% $8,768,857 100.00% 0.60% $7,362,003 100.00% 1.00% K - 0 1 M R O F 23 The following table sets forth, by rate category, the amount of certificates of deposit outstanding as of the dates indicated. Certificates of Deposits 0.00% - 0.25% 0.26% - 0.50% 0.51% - 1.00% 1.01% - 2.00% 2.01% - 3.00% Over 3.00% Total At December 31, 2013 2012 2011 (Dollars in thousands) $ 880,344 482,603 525,751 941,224 420,101 134,522 $3,384,545 519,170 433,877 608,847 859,952 403,884 140,234 2,965,964 100,109 266,036 884,484 1,146,716 673,500 271,053 3,341,898 F O R M 1 0 - K The following table sets forth, by rate category, the remaining period to maturity of certificates of deposit outstanding at December 31, 2013. Certificates of Deposits 0.00% - 0.25% 0.26% - 0.50% 0.51% - 1.00% 1.01% - 2.00% 2.01% - 3.00% Over 3.00% Total With in Three Months Over Three to Six Months Over Six Months to One Year Over One Year to Two Years Over Two Years to Three Years Over Three Years Total (Dollars in thousands) $369,421 67,075 100,560 42,618 2,402 29,392 $611,468 251,522 63,009 128,046 72,915 5,193 20,879 541,564 212,132 149,969 139,246 459,230 23,302 33,582 1,017,461 11,603 198,776 88,143 128,166 86,511 38,928 552,127 109 3,769 39,659 48,557 275,784 8,294 376,172 35,557 5 30,097 189,738 26,909 3,447 285,753 880,344 482,603 525,751 941,224 420,101 134,522 3,384,545 The following table sets forth the aggregate amount of outstanding certificates of deposit in amounts greater than or equal to $100,000 and the respective maturity of those certificates as of December 31, 2013. Three months or less Over three months through six months Over six months through one year Over one year Total At December 31, 2013 (In thousands) $ 277,302 230,752 514,474 559,239 $1,581,767 Borrowings. We borrow directly from the FHLB and various financial institutions. Our FHLB borrowings, frequently referred to as advances, are over collateralized by our residential and non-residential mortgage portfolios as well as qualified investment securities. The following table sets forth information concerning balances and interest rates on our advances from the FHLB and other financial instruments at the dates and for the periods indicated. At or for the Year Ended December 31, 2013 2012 2011 2010 2009 Balance at end of period Average balance during period Maximum outstanding at any month end Weighted average interest rate at end of period Average interest rate during period $3,099,593 3,015,058 3,586,000 $2,650,652 2,068,006 2,645,500 (Dollars in thousands) $2,005,486 1,793,958 2,167,000 $1,326,514 1,168,808 1,326,514 $850,542 861,388 903,060 1.83% 1.90% 2.14% 2.60% 2.68% 2.88% 3.09% 3.53% 3.79% 3.69% 24 K - 0 1 M R O F We also borrow funds under repurchase agreements with the FHLB and various brokers. These agreements are recorded as financing transactions as we maintain effective control over the transferred or pledged securities. The dollar amount of the securities underlying the agreements continues to be carried in our securities portfolio while the obligations to repurchase the securities are reported as liabilities. The securities underlying the agreements are delivered to the party with whom each transaction is executed. Those parties agree to resell to us the identical securities we delivered to them at the maturity or call period of the agreement. The following table sets forth information concerning balances and interest rate on our securities sold under agreements to repurchase at the dates and for the periods indicated: At or for the Year Ended December 31, 2013 2012 2011 2010 2009 Balance at end of period Average balance during period Maximum outstanding at any month end Weighted average interest rate at end of period Average interest rate during period Subsidiary Activities $267,681 165,415 261,205 (Dollars in thousands) $250,000 347,300 500,000 $ 55,000 156,120 250,000 $500,000 611,397 675,000 $750,000 857,017 910,000 1.60% 1.50% 3.94% 3.93% 3.90% 4.26% 4.45% 4.46% 4.36% 4.36% Investors Bancorp, Inc. has three direct subsidiaries: ASB Investment Corp., Marathon Statutory Trust II and Investors Bank. ASB Investment Corp. ASB Investment Corp. is a New Jersey corporation, which was organized in June 2003 for the purpose of selling insurance and investment products, including annuities, to customers and the general public through a third party networking arrangement. This subsidiary was obtained in the acquisition of American Bancorp in May 2009. This subsidiary is currently inactive and in the process of being dissolved. Marathon Statutory Trust II. Marathon Statutory Trust II is a Delaware statutory trust incorporated in December 2006 and acquired in the merger with Marathon Banking Corporation in October 2012. The purpose of this subsidiary was to issue and sell trust preferred securities. At December 31, 2013, the balance of securities issued was $5.2 million. Investors Bank has the following direct and indirect subsidiaries: Investors Home Mortgage, American Savings Investment Corp., Investors Commercial, Inc., Investors Financial Group, Inc., My Way Development LLC, MNBNY Holdings Inc., Marathon Realty Investors Inc., Roma Capital Investment Corp., General Abstract & Title Agency, a New Jersey Corp., Roma Service Corporation and 84 Hopewell, LLC. In addition, Investors Bank also acquired additional subsidiaries in 2012 as a result of the mergers with Brooklyn Federal Bancorp, Inc. and Marathon Banking Corporation. These subsidiaries were inactive and substantially all assets held by the subsidiaries were cash. We are currently in the process of liquidating and dissolving those subsidiaries. • • Investors Home Mortgage. Investors Home Mortgage is a New Jersey limited liability company that was formed in 2001 for the purpose of originating loans for sale to both Investors Bank and third parties. During 2011, in conjunction with the rebranding of Investors Bank, this subsidiary changed the name it does business as from ISB Mortgage Co., LLC to Investors Home Mortgage. Investors Home Mortgage has served as Investors Bank’s retail lending production arm throughout the branch network. Investors Home Mortgage sells all loans that it originates to either Investors Bank or third parties. American Savings Investment Corp. American Savings Investment Corp. is a New Jersey corporation that was formed in 2004 as an investment company subsidiary. The purpose of this subsidiary is to invest in securities such as, but not limited to, U.S. Treasury obligations, mortgage-backed securities, certificates of deposit, mutual funds, and equity securities, subject to certain limitations. This subsidiary was obtained in the acquisition of American Bancorp in May 2009. 25 • • Investors Commercial, Inc. Investors Commercial, Inc. is a New Jersey corporation that was formed in 2010 as an operating subsidiary of Investors Bank. The purpose of this subsidiary is to originate and purchase residential mortgage loans, commercial real estate and multi-family mortgage loans primarily in New York State. Investors Financial Group, Inc. Investors Financial Group, Inc. is a New Jersey corporation that was formed in 2011 as an operating subsidiary of Investors Bank. The primary purpose of this subsidiary is to process sales of non-deposit investment products through third party service providers to customers and consumers as may be referred by Investors Bank. • My Way Development LLC. My Way Development LLC is a New Jersey single-member limited liability company formed in 2001 as a real estate holding company. • MNBNY Holdings Inc. MNBNY Holdings, Inc. is a New York corporation that was formed in 2006 and acquired in the merger with Marathon Banking Corporation in October 2012. MNBNY Holdings, Inc. serves as a holding company and is the 100% owner of Marathon Realty Investors Inc. F O R M 1 0 - K • Marathon Realty Investors Inc. Marathon Realty Investors Inc. is a New York corporation established in 2006 and acquired in the merger with Marathon Banking Corporation in October 2012. Marathon Realty Investors Inc. operates, and is taxed, in a manner that enables it to qualify as a real estate investment trust (“REIT”) under the Internal Revenue Code of 1986, as amended. As a result of this the corporate level on taxable income election, Marathon Realty Investors Inc. distributed to stockholders, provided that certain REIT qualification tests are met. taxed at is not • • • • Roma Capital Investment Corp. Roma Capital Investment Corp. is a New Jersey corporation formed in 2004 to hold bank-eligible securities, including U.S. government agency securities, municipal securities, GSEs securities and collateralized mortgage obligations. This subsidiary was obtained in the acquisition of Roma Financial Corporation in December 2013. General Abstract & Title Agency, a NJ Corp. General Abstract & Title Agency, a NJ Corp. is a New Jersey corporation formed in 2005 for the purpose of selling title insurance and providing settlement services for residential mortgage loan closings. This subsidiary was obtained in the acquisition of Roma Financial Corporation in December 2013. Roma Service Corporation. Roma Service Corporation is a New Jersey corporation formed in 2011 for the sole purpose of holding a 50% interest in 84 Hopewell, LLC. This subsidiary was obtained in the acquisition of Roma Financial Corporation in December 2013. 84 Hopewell, LLC. 84 Hopewell, LLC is a New Jersey limited liability company formed in 2006 which owns an office property. This subsidiary was obtained in the acquisition of Roma Financial Corporation in December 2013 and is held 50% by Roma Service Corporation with the remaining 50% held by an unrelated third-party. Investors Bank has two additional subsidiaries which are inactive. The subsidiaries are Investors Financial Services, Inc. and Investors Real Estate Corporation. Personnel As of December 31, 2013, we had 1,524 full-time employees and 73 part-time employees. The employees are not represented by a collective bargaining unit and we consider our relationship with our employees to be good. 26 K - 0 1 M R O F Supervision and Regulation General Investors Bank is a New Jersey-chartered savings bank, and its deposit accounts are insured up to applicable limits by the Federal Deposit Insurance Corporation (“FDIC”) under the Deposit Insurance Fund (“DIF”). Investors Bank is subject to extensive regulation, examination and supervision by the Commissioner of the New Jersey Department of Banking and Insurance (the “Commissioner”) as the issuer of its charter, and, as a non- member state chartered savings bank, by the FDIC as the deposit insurer and its primary federal regulator. Investors Bank must file reports with the Commissioner and the FDIC concerning its activities and financial condition, and it must obtain regulatory approval prior to entering into certain transactions, such as mergers with, or acquisitions of, other depository institutions and opening or acquiring branch offices. The Commissioner and the FDIC each conduct periodic examinations to assess Investors Bank’s compliance with various regulatory requirements. This regulation and supervision establishes a comprehensive framework of activities in which a savings bank may engage and is intended primarily for the protection of the DIF and its depositors. The regulatory structure also gives the regulatory authorities extensive discretion in connection with their supervisory and enforcement activities and examination policies, including policies with respect to the classification of assets and the establishment of adequate loan loss reserves for regulatory purposes. As bank holding companies controlling Investors Bank, are subject to the Bank Holding Company Act of 1956, as amended (“BHCA”), and the rules and regulations of the Federal Reserve Board under the BHCA and to the provisions of the New Jersey Banking Act of 1948 (the “New Jersey Banking Act”) and the regulations of the Commissioner under the New Jersey Banking Act applicable to bank holding companies. Investors Bank and Investors Bancorp, Inc. are required to file reports with, and otherwise comply with the rules and regulations of, the Federal Reserve Board, the Commissioner and the FDIC. The Federal Reserve Board and the Commissioner conduct periodic examinations to assess the Company’s compliance with various regulatory requirements. Investors Bancorp, Inc. files certain reports with, and otherwise complies with, the rules and regulations of the Securities and Exchange Commission under the federal securities laws and the listing requirements of NASDAQ. Any change in such laws and regulations, whether by the Commissioner, the FDIC, the Federal Reserve Board or through legislation, could have a material adverse impact on Investors Bank and Investors Bancorp, Inc. and their operations and stockholders. The Dodd-Frank Act made extensive changes in the regulation of depository institutions and their holding companies, which have had an impact on Investors Bank and the Company. For example, the Dodd-Frank Act created a new CFPB as an independent bureau of the Federal Reserve Board. The CFPB has responsibility for the implementation of the federal financial consumer protection and fair lending laws and regulations that were previously assigned to the federal banking regulators, such as the FDIC, and has authority to impose new requirements. Institutions with assets exceeding $10 billion such as Investors Bank are examined for compliance with consumer protection and fair lending laws and regulations by, and are subject to the enforcement authority of, the CFPB. The federal banking regulators maintain such authority over institutions with assets of $10 billion or less. In addition to creating the CFPB, the Dodd-Frank Act, among other things, directs changes in the way that institutions are assessed for deposit insurance, mandates the imposition of tougher consolidated capital requirements on holding companies, requires originators of securitized loans to retain a percentage of the risk for the transferred loans, imposes regulatory rate-setting for certain debit card interchange fees, repeals restrictions on the payment of interest on commercial demand deposits and required reforms related to mortgage originations. Many of the provisions of the Dodd-Frank Act are subject to delayed effective dates and/or require the issuance of implementing regulations. Their impact on operations cannot yet be fully assessed. However, the Dodd-Frank Act will result in increased regulatory burden, compliance costs and interest expense for Investors Bank and Investors Bancorp, Inc. 27 F O R M 1 0 - K Set forth below is a brief description of material regulatory requirements that are applicable to Investors Bank and Investors Bancorp, including some of the changes made by the Dodd-Frank Act. The description is limited to certain material aspects of the statutes and regulations addressed, and is not intended to be a complete description of such statutes and regulations and their effects on Investors Bank and Investors Bancorp. New Jersey Banking Regulation Activity Powers. Investors Bank derives its lending, investment and other powers primarily from the applicable provisions of the New Jersey Banking Act and its related regulations. Under these laws and regulations, savings banks, including Investors Bank, generally may invest in: • • • • • real estate mortgages; consumer and commercial loans; specific types of debt securities, including certain corporate debt securities and obligations of federal, state and local governments and agencies; certain types of corporate equity securities; and certain other assets. A savings bank may also make investments pursuant to a “leeway” power, which permits investments not otherwise permitted by the New Jersey Banking Act, subject to certain restrictions imposed by the FDIC. “Leeway” investments must comply with a number of limitations on the individual and aggregate amounts of “leeway” investments. A savings bank may also exercise trust powers upon approval of the Commissioner. Lastly, New Jersey savings banks may exercise those powers, rights, benefits or privileges authorized for national banks or out-of-state banks or for federal or out-of-state savings banks or savings associations, provided that before exercising any such power, right, benefit or privilege, prior approval by the Commissioner by regulation or by specific authorization is required. The exercise of these lending, investment and activity powers are limited by federal law and the related regulations. See “Federal Banking Regulation — Activity Restrictions on State-Chartered Banks” below. Loans-to-One-Borrower Limitations. With certain specified exceptions, a New Jersey-chartered savings bank may not make loans or extend credit to a single borrower or to entities related to the borrower in an aggregate amount that would exceed 15% of the bank’s capital funds. A savings bank may lend an additional 10% of the bank’s capital funds if secured by collateral meeting the requirements of the New Jersey Banking Act and the National Bank Act. Investors Bank currently complies with applicable loans-to-one-borrower limitations. Dividends. Under the New Jersey Banking Act, a stock savings bank may declare and pay a dividend on its capital stock only to the extent that the payment of the dividend would not impair the capital stock of the savings bank. In addition, a stock savings bank may not pay a dividend unless the savings bank would, after the payment of the dividend, have a surplus of not less than 50% of its capital stock, or alternatively, the payment of the dividend would not reduce the surplus. Federal law may also limit the amount of dividends that may be paid by Investors Bank. See “— Federal Banking Regulation — Prompt Corrective Action” below. Minimum Capital Requirements. Regulations of the Commissioner impose on New Jersey-chartered depository institutions, including Investors Bank, minimum capital requirements similar to those imposed by the FDIC on insured state banks. See “— Federal Banking Regulation — Capital Requirements” below. Examination and Enforcement. The New Jersey Department of Banking and Insurance may examine Investors Bank whenever it deems an examination advisable. The Department examines Investors Bank at least once every two years. The Commissioner may order any savings bank to discontinue any violation of law or unsafe or unsound business practice, and may direct any director, officer, attorney or employee of a savings bank engaged in an objectionable activity, after the Commissioner has ordered the activity to be terminated, to show cause at a hearing before the Commissioner why such person should not be removed. The Commissioner may also seek the appointment of receiver or conservator for a New Jersey saving bank under certain conditions. 28 Federal Banking Regulation Capital Requirements. FDIC regulations require banks to maintain minimum levels of capital. The FDIC regulations define two tiers, or classes, of capital. Tier 1 capital is generally comprised of the sum of: • • • common stockholders’ equity, excluding the unrealized appreciation or depreciation, net of tax, from available for sale securities; non-cumulative perpetual preferred stock, including any related retained earnings; and minority interests in consolidated subsidiaries minus all servicing rights and any net unrealized loss on marketable equity securities. intangible assets, other than qualifying The components of Tier 2 capital currently include: • • • • • • • cumulative perpetual preferred stock; certain perpetual preferred stock for which the dividend rate may be reset periodically; hybrid capital instruments, including mandatory convertible securities; term subordinated debt; intermediate term preferred stock; allowance for loan losses up to 1.25% of risk-weighted assets; and up to 45% of pretax net unrealized holding gains on available for sale equity securities with readily determinable fair market values. K - 0 1 M R O F Overall, the amount of Tier 2 capital that may be included in total capital cannot exceed 100% of Tier 1 capital. FDIC regulations establish a minimum leverage capital requirement for banks in the strongest financial and managerial condition, with a rating of 1 under the Uniform Financial Institutions Rating System (the highest examination rating of the FDIC for banks), of not less than a ratio of 3.0% of Tier 1 capital to total assets. For all other banks, the minimum leverage capital requirement is 4.0%, unless a higher leverage capital ratio is warranted by the particular circumstances or risk profile of the depository institution. The FDIC regulations also require that banks meet a risk-based capital standard. The risk-based capital standard requires the maintenance of a ratio of total capital, which is defined as the sum of Tier 1 capital and Tier 2 capital, to risk-weighted assets of at least 8% and a ratio of Tier 1 capital to risk-weighted assets of at least 4%. In determining the amount of risk-weighted assets, all assets, plus certain off balance sheet items, are multiplied by a risk-weight of 0% to 100%, based on the risks the FDIC believes are inherent in the type of asset or item. The federal banking agencies, including the FDIC, have also adopted regulations to require an assessment of an institution’s exposure to declines in the economic value of a bank’s capital due to changes in interest rates when assessing the bank’s capital adequacy. Under such a risk assessment, examiners evaluate a bank’s capital for interest rate risk on a case-by-case basis, with consideration of both quantitative and qualitative factors. Institutions with significant interest rate risk may be required to hold additional capital. According to the agencies, applicable considerations include: • • • the quality of the bank’s interest rate risk management process; the overall financial condition of the bank; and the level of other risks at the bank for which capital is needed. 29 F O R M 1 0 - K The following table shows Investors Bank’s total capital, Tier 1 risk-based capital, and total risk-based capital ratios as of December 31, 2013: Total risk-based capital Tier 1 risk-based capital Total capital As of December 31, 2013(1) Capital Percent of Assets (Dollars in thousands) $1,319,973 $1,174,799 $1,174,799 11.39% 10.14% 8.20% (1) For purposes of calculating total capital, assets are based on adjusted total average assets. In calculating Tier 1 risk-based capital and total risk-based capital, assets are based on total risk-weighted assets. As of December 31, 2013, Investors Bank was considered “well capitalized” under FDIC guidelines. In July 2013, the FDIC and the other federal bank regulatory agencies issued a final rule that will revise their leverage and risk-based capital requirements and the method for calculating risk-weighted assets to make them consistent with agreements that were reached by the Basel Committee on Banking Supervision and certain provisions of the Dodd-Frank Act. The final rule applies to all depository institutions, top-tier bank holding companies with total consolidated assets of $500 million or more and top-tier savings and loan holding companies. Among other things, the rule establishes a new common equity Tier 1 minimum capital requirement (4.5% of risk-weighted assets), increases the minimum Tier 1 capital to risk-based assets requirement (from 4% to 6% of riskweighted assets) and assigns a higher risk weight (150%) to exposures that are more than 90 days past due or are on nonaccrual status and to certain commercial real estate facilities that finance the acquisition, development or construction of real property. The final rule also requires unrealized gains and losses on certain “available-for-sale” securities holdings to be included for purposes of calculating regulatory capital unless a one- time opt-out is exercised. Additional constraints will also be imposed on the inclusion in regulatory capital of mortgage-servicing assets, defined tax assets and minority interests will. The rule limits a banking organization’s capital distributions and certain discretionary bonus payments if the banking organization does not hold a “capital conservation buffer” consisting of 2.5% of common equity Tier 1 capital to risk-weighted assets in addition to the amount necessary to meet its minimum risk-based capital requirements. The final rule becomes effective for Investors Bank on January 1, 2015. The capital conservation buffer requirement will be phased in beginning January 1, 2016 and ending January 1, 2019, when the full capital conservation buffer requirement will be effective. Activity Restrictions on State-Chartered Banks. Federal law and FDIC regulations generally limit the activities and investments of state-chartered FDIC insured banks and their subsidiaries to those permissible for national banks and their subsidiaries, unless such activities and investments are specifically exempted by law or consented to by the FDIC. Before making a new investment or engaging in a new activity that is not permissible for a national bank or otherwise permissible under federal law or FDIC regulations, an insured bank must seek approval from the FDIC to make such investment or engage in such activity. The FDIC will not approve the activity unless the bank meets its minimum capital requirements and the FDIC determines that the activity does not present a significant risk to the FDIC insurance funds. Certain activities of subsidiaries that are engaged in activities permitted for national banks only through a “financial subsidiary” are subject to additional restrictions. Federal law permits a state-chartered savings bank to engage, through financial subsidiaries, in any activity in which a national bank may engage through a financial subsidiary and on substantially the same terms and conditions. In general, the law permits a national bank that is well-capitalized and well-managed to conduct, through a financial subsidiary, any activity permitted for a financial holding company other than insurance underwriting, insurance investments or real estate development or merchant banking. The total assets of all such 30 K - 0 1 M R O F financial subsidiaries may not exceed the lesser of 45% of the bank’s total assets or $50 billion. The bank must have policies and procedures to assess the financial subsidiary’s risk and protect the bank from such risk and potential liability, must not consolidate the financial subsidiary’s assets with the bank’s and must exclude from its own assets and equity all equity investments, including retained earnings, in the financial subsidiary. State- chartered savings banks may retain subsidiaries in existence as of March 11, 2000 and may engage in activities that are not authorized under federal law. Although Investors Bank meets all conditions necessary to establish and engage in permitted activities through financial subsidiaries, it has not chosen to engage in such activities. Federal Home Loan Bank System. Investors Bank is a member of the Federal Home Loan Bank system, which consists of twelve regional Federal Home Loan Banks, each subject to supervision and regulation by the Federal Housing Finance Agency (“FHFA”). The Federal Home Loan Banks provide a central credit facility primarily for member thrift institutions as well as other entities involved in home mortgage lending. It is funded primarily from proceeds derived from the sale of consolidated obligations of the Federal Home Loan Banks. The Federal Home Loan Banks make loans to members (i.e., advances) in accordance with policies and procedures, including collateral requirements, established by the respective Boards of Directors of the Federal Home Loan Banks. These policies and procedures are subject to the regulation and oversight of the FHFA. All long-term advances are required to provide funds for residential home financing. The FHFA has also established standards of community or investment service that members must meet to maintain access to such long-term advances. Investors Bank, as a member of the FHLB of New York is currently required to acquire and hold shares of FHLB Class B stock. The Class B stock has a par value of $100 per share and is redeemable upon five years notice, subject to certain conditions. The Class B stock has two subclasses, one for membership stock purchase requirements and the other for activity-based stock purchase requirements. The minimum stock investment requirement in the FHLB Class B stock is the sum of the membership stock purchase requirement, determined on an annual basis at the end of each calendar year, and the activity-based stock purchase requirement, determined on a daily basis. For Investors Bank, the membership stock purchase requirement is 0.2% of Mortgage-Related Assets, as defined by the FHLB, which consists principally of residential mortgage loans and mortgage-backed securities, including CMOs, held by Investors Bank. The activity-based stock purchase requirement for Investors Bank is equal to the sum of: (1) 4.5% of outstanding borrowing from the FHLB; (2) 4.5% of the outstanding principal balance of Acquired Member Assets, as defined by the FHLB, and delivery commitments for Acquired Member Assets; (3) a specified dollar amount related to certain off-balance sheet items, for which Investors Bank is zero; and (4) a specified percentage ranging from 0 to 5% of the carrying value on the FHLB balance sheet of derivative contracts between the FHLB and its members, which for Investors Bank is also zero. The FHLB can adjust the specified percentages and dollar amount from time to time within the ranges established by the FHLB capital plan. At December 31, 2013, the amount of FHLB stock held by us satisfies these requirements. Safety and Soundness Standards. Pursuant to the requirements of FDICIA, as amended by the Riegle Community Development and Regulatory Improvement Act of 1994, each federal banking agency, including the FDIC, has adopted guidelines establishing general standards relating to matters such as internal controls, information and internal audit systems, loan documentation, credit underwriting, interest rate exposure, asset growth, asset quality, earnings and compensation, fees and benefits. In general, the guidelines require, among other things, appropriate systems and practices to identify and manage the risks and exposures specified in the guidelines. The guidelines prohibit excessive compensation as an unsafe and unsound practice and describe compensation as excessive when the amounts paid are unreasonable or disproportionate to the services performed by an executive officer, employee, director, or principal stockholder. In addition, the FDIC adopted regulations to require a savings bank that is given notice by the FDIC that it is not satisfying any of such safety and soundness standards to submit a compliance plan to the FDIC. If, after being so notified, a savings bank fails to submit an acceptable compliance plan or fails in any material respect to implement an accepted compliance plan, the FDIC may issue an order directing corrective and other actions of the types to which a significantly undercapitalized institution is subject under the “prompt corrective action” provisions of FDICIA. If a savings bank fails to comply with such an order, the FDIC may seek to enforce such an order in judicial proceedings and to impose civil monetary penalties. 31 Enforcement. The FDIC has extensive enforcement authority over insured savings banks, including Investors Bank. This enforcement authority includes, among other things, the ability to assess civil money penalties, to issue cease and desist orders and to remove directors and officers. In general, these enforcement actions may be initiated in response to violations of laws and regulations and to unsafe or unsound practices. Prompt Corrective Action. The Federal Deposit Insurance Corporation Improvement Act also established a system of prompt corrective action to resolve the problems of undercapitalized institutions. The FDIC, as well as the other federal banking regulators has adopted regulations governing the supervisory actions that may be taken against undercapitalized institutions. The regulations establish five categories, consisting of “well capitalized,” “adequately capitalized,” “undercapitalized,” “significantly undercapitalized” and “critically undercapitalized.” The FDIC’s regulations define the five capital categories as follows: An institution will be treated as “well capitalized” if: • • • its ratio of total capital to risk-weighted assets is at least 10%; its ratio of Tier 1 capital to risk-weighted assets is at least 6%; and its ratio of Tier 1 capital to total assets is at least 5%, and it is not subject to any order or directive by the FDIC to meet a specific capital level. An institution will be treated as “adequately capitalized” if: • • • its ratio of total capital to risk-weighted assets is at least 8%; or its ratio of Tier 1 capital to risk-weighted assets is at least 4%; and its ratio of Tier 1 capital to total assets is at least 4% (3% if the bank receives the highest rating under the Uniform Financial Institutions Rating System) and it is not a well-capitalized institution. F O R M 1 0 - K An institution will be treated as “undercapitalized” if: • • • its total risk-based capital is less than 8%; or its Tier 1 risk-based-capital is less than 4%; and its leverage ratio is less than 4%. An institution will be treated as “significantly undercapitalized” if: • • • its total risk-based capital is less than 6%; its Tier 1 capital is less than 3%; or its leverage ratio is less than 3%. An institution that has a tangible capital to total assets ratio equal to or less than 2% is deemed to be “critically undercapitalized.” Generally a receiver or conservator must be appointed for an institution that is “critically “undercapitalized” within specific time frames. The regulations also provide that a capital restoration plan must be filed with the FDIC within 45 days of the date a savings institution receives notice that it is undercapitalized,” “significantly “undercapitalized” or “critically undercapitalized.” Various restrictions, such as restrictions on capital distributions and growth, also apply to “undercapitalized” institutions. The FDIC may also take any one of a number of discretionary supervisory actions against undercapitalized institutions, including the issuance of a capital directive and the replacement of senior executive officers and directors. Investors Bank is in compliance with the Prompt Corrective Action rules. The recently proposed rules that would increase regulatory capital standards would adjust the prompt corrective action categories accordingly. 32 K - 0 1 M R O F Liquidity. Investors Bank maintains sufficient liquidity to ensure its safe and sound operation, in accordance with FDIC regulations. Deposit Insurance. Investors Bank is a member of the Deposit Insurance Fund, which is administered by the FDIC. Deposit accounts in Investors Bank are insured by the FDIC, up to a maximum of $250,000 for each separately insured depositor. The FDIC imposes an assessment for deposit insurance against all insured depository institutions. Each institution’s assessment is based on the perceived risk to the insurance fund of the institution, with institutions deemed riskiest paying higher assessments. The Dodd-Frank Act required the FDIC to revise its procedures to base assessments on average total assets less tangible capital, rather than deposits. The FDIC issued a final rule which implemented that directive effective April 1, 2011 and adjusted its assessment schedule so that it now ranges from 2.5 basis points to 45 basis points of average total assets less tangible capital. At the same time, the FDIC adopted a more comprehensive approach to evaluating, for assessment purposes, the risk presented by larger institutions such as Investors Bank. Small banks are assessed based on a risk classification determined by examination ratings, financial ratios and certain specified adjustments. However, beginning in 2011, large institutions (i.e., $10 billion more in assets) became subject to assessment based upon a more detailed scorecard approach involving (i) a performance score determined using forward-looking risk measures, including certain stress testing, and (ii) a loss severity score, which is designed to measure, based on modeling, potential loss to the FDIC insurance fund if the institution failed. The total score is converted to an assessment rate, subject to certain adjustments, with institutions deemed riskier paying higher assessments. In October 2012, the FDIC issued a final rule, effective March 1, 2013, which clarified and refined its large bank assessment formula. Insurance of deposits may be terminated by the FDIC upon a finding that an institution has engaged in unsafe or unsound practices, is in an unsafe or unsound condition to continue operations or has violated any applicable law, regulation, rule, order or condition imposed by the FDIC. We do not currently know of any practice, condition or violation that may lead to termination of our deposit insurance. In addition to the FDIC assessments, the Financing Corporation (“FICO”) is authorized to impose and collect, with the approval of the FDIC, assessments for anticipated payments, issuance costs and custodial fees on bonds issued by the FICO in the 1980s to recapitalize the former Federal Savings and Loan Insurance Corporation. The bonds issued by the FICO are due to mature in 2017 through 2019. For the year ended December 31, 2013, the annualized FICO assessment was equal to 0.64 basis points for each $100 of domestic deposits maintained at an institution. Transactions with Affiliates of Investors Bank. Transactions between an insured bank, such as Investors Bank, and any of its affiliates are governed by Sections 23A and 23B of the Federal Reserve Act and implementing regulations. An affiliate of a bank is any company or entity that controls, is controlled by or is under common control with the bank. Generally, a subsidiary of a bank that is not also a depository institution or financial subsidiary is not treated as an affiliate of the bank for purposes of Sections 23A and 23B. Section 23A: • • limits the extent to which a bank or its subsidiaries may engage in “covered transactions” with any one affiliate to an amount equal to 10% of such bank’s capital stock and retained earnings, and limits all such transactions with all affiliates to an amount equal to 20% of such capital stock and retained earnings; and requires that all such transactions be on terms that are consistent with safe and sound banking practices. The term “covered transaction” includes the making of loans, purchase of assets, issuance of guarantees and other similar types of transactions. Further, most loans by a bank to any of its affiliates must be secured by collateral in amounts ranging from 100% to 130% of the loan amounts. In addition, any covered transaction by a 33 F O R M 1 0 - K bank with an affiliate and any purchase of assets or services by a bank from an affiliate must be on terms that are substantially the same, or at least as favorable to the bank, as those that would be provided to a non-affiliate. Prohibitions Against Tying Arrangements. Banks are subject to the prohibitions of 12 U.S.C. Section 1972 on certain tying arrangements. A depository institution is prohibited, subject to some exceptions, from extending credit to or offering any other service, or fixing or varying the consideration for such extension of credit or service, on the condition that the customer obtain some additional service from the institution or its affiliates or not obtain services of a competitor of the institution. Privacy Standards. FDIC regulations require Investors Bank to disclose their privacy policy, including identifying with whom they share “non-public personal information,” to customers at the time of establishing the customer relationship and annually thereafter. Investors Bank is also required to provide its customers with the ability to “opt-out” of having Investors Bank share their non-public personal information with unaffiliated third parties before they can disclose such information, subject to certain exceptions. In addition, in accordance with the Fair Credit Reporting Act, Investors Bank must provide its customers with the ability to “opt-out” of having Investors Bank share their non-public personal information for marketing purposes with an affiliate or subsidiary before they can disclose such information. The FDIC and other federal banking agencies adopted guidelines establishing standards for safeguarding customer information. The guidelines describe the agencies’ expectations for the creation, implementation and maintenance of an information security program, which would include administrative, technical and physical safeguards appropriate to the size and complexity of the institution and the nature and scope of its activities. The standards set forth in the guidelines are intended to insure the security and confidentiality of customer records and information, protect against any anticipated threats or hazards to the security or integrity of such records and protect against unauthorized access to or use of such records or information that could result in substantial harm or inconvenience to any customer. Community Reinvestment Act and Fair Lending Laws. All FDIC insured institutions have a responsibility under the Community Reinvestment Act (CRA) and related regulations to help meet the credit needs of their communities, including low- and moderate-income individuals and neighborhoods. In connection with its examination of a state chartered savings bank, the FDIC is required to assess the institution’s record of compliance with the CRA. Among other things, the current CRA regulations rates an institution based on its actual performance in meeting community needs. In particular, the current evaluation system focuses on three tests: • • • a lending test, to evaluate the institution’s record of making loans in its service areas; an investment test, to evaluate the institution’s record of investing in community development projects, affordable housing, and programs benefiting low or moderate income individuals and/or census tracts and businesses; and a service test, to evaluate the institution’s delivery of services through its branches, ATMs and other offices. An institution’s failure to comply with the provisions of the CRA could, at a minimum, result in regulatory restrictions on its activities. Investors Bank received a “satisfactory” CRA rating in our most recent publicly- available federal evaluation, which was conducted by the FDIC in August 2011. In addition, the Equal Credit Opportunity Act and the Fair Housing Act prohibit lenders from discriminating in their lending practices on the basis of characteristics specified in those statutes. The failure to comply with the Equal Credit Opportunity Act and the Fair Housing Act could result in enforcement actions by the FDIC, as well as other federal regulatory agencies and the Department of Justice. 34 Loans to a Bank’s Insiders Federal Regulation. A bank’s loans to its insiders — executive officers, directors, principal shareholders (any owner of 10% or more of its stock) and any of certain entities affiliated with any such persons (an insider’s related interest) are subject to the conditions and limitations imposed by Section 22(h) of the Federal Reserve Act and its implementing regulations. Under these restrictions, the aggregate amount of the loans to any insider and the insider’s related interests may not exceed the loans-to-one-borrower limit applicable to national banks, which is comparable to the loans-to-one-borrower limit applicable to Investors Bank. See “— New Jersey Banking Regulation — Loans-to-One Borrower Limitations.” All loans by a bank to all insiders and insiders’ related interests in the aggregate may not exceed the bank’s unimpaired capital and unimpaired surplus. With certain exceptions, loans to an executive officer, other than loans for the education of the officer’s children and certain loans secured by the officer’s residence, may not exceed the lesser of (1) $100,000 or (2) the greater of $25,000 or 2.5% of the bank’s unimpaired capital and surplus. Federal regulation also requires that any proposed loan to an insider or a related interest of that insider be approved in advance by a majority of the board of directors of the bank, with any interested directors not participating in the voting, if such loan, when aggregated with any existing loans to that insider and the insider’s related interests, would exceed either (1) $500,000 or (2) the greater of $25,000 or 5% of the bank’s unimpaired capital and surplus. Generally, loans to insiders must be made on substantially the same terms as, and follow credit underwriting procedures that are not less stringent than, those that are prevailing at the time for comparable transactions with other persons. An exception is made for extensions of credit made pursuant to a benefit or compensation plan of a bank that is widely available to employees of the bank and that does not give any preference to insiders of the bank over other employees of the bank. K - 0 1 M R O F In addition, federal law prohibits extensions of credit to a bank’s insiders and their related interests by any other institution that has a correspondent banking relationship with the bank, unless such extension of credit is on substantially the same terms as those prevailing at the time for comparable transactions with other persons and does not involve more than the normal risk of repayment or present other unfavorable features. Extensions of credit to a savings bank’s executive officers are subject to specific limits based on the type of loans involved. Generally, loans are limited to $100,000, except for a mortgage loan secured by the officer’s residence and education loans for the officer’s children. New Jersey Regulation. The New Jersey Banking Act imposes conditions and limitations on loans and extensions of credit to directors and executive officers of a savings bank and to corporations and partnerships controlled by such persons, which are comparable in many respects to the conditions and limitations imposed on the loans and extensions of credit to insiders and their related interests under federal law, as discussed above. The New Jersey Banking Act also provides that a savings bank that is in compliance with federal law is deemed to be in compliance with such provisions of the New Jersey Banking Act. Federal Reserve System Under Federal Reserve Board regulations, Investors Bank is required to maintain non-interest earning reserves against its transaction accounts. The Federal Reserve Board regulations generally require that reserves of 3% must be maintained against aggregate transaction accounts over $13.3 million and up to $89.0 million, and 10% against that portion of total transaction accounts in excess of up to $89.0 million. The first $13.3 million of otherwise reservable balances are exempted from the reserve requirements. Investors Bank is in compliance with these requirements. These requirements are adjusted annually by the Federal Reserve Board. Required reserves must be maintained in the form of vault cash and/or an interest bearing account at a Federal Reserve Bank; or a pass-through account as defined by the Federal Reserve Board. Anti-Money Laundering and Customer Identification Investors Bank is subject to FDIC regulations implementing the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, or the USA PATRIOT 35 Act. The USA PATRIOT Act gives the federal government powers to address terrorist threats through enhanced domestic security measures, expanded surveillance powers, increased information sharing, and broadened anti- money laundering requirements. By way of amendments to the Bank Secrecy Act, Title III of the USA PATRIOT Act takes measures intended to encourage information sharing among bank regulatory agencies and law enforcement bodies. Further, certain provisions of Title III impose affirmative obligations on a broad range of financial institutions, including banks, thrifts, brokers, dealers, credit unions, money transfer agents and parties registered under the Commodity Exchange Act. Title III of the USA PATRIOT Act and the related FDIC regulations require the: • • • Establishment of anti-money laundering programs; Establishment of a program specifying procedures for obtaining identifying information from customers seeking to open new accounts, including verifying the identity of customers within a reasonable period of time; and Establishment of enhanced due diligence policies, procedures and controls designed to detect and report money-laundering. F O R M 1 0 - K The USA PATRIOT Act also includes prohibitions on correspondent accounts for foreign shell banks and requires compliance with record keeping obligations with respect to correspondent accounts of foreign banks. Bank regulators are directed to consider a holding company’s effectiveness in combating money laundering when ruling on Federal Reserve Act and Bank Merger Act applications. The bank regulatory agencies have increased the regulatory scrutiny of the Bank Secrecy Act and anti- money laundering programs maintained by financial institutions. Significant penalties and fines, as well as other supervisory orders may be imposed on a financial institution for non-compliance with these requirements. In addition, the federal bank regulatory agencies must consider the effectiveness of financial institutions engaging in a merger transaction in combating money laundering activities. Investors Bank has adopted policies and procedures to comply with these requirements. Holding Company Regulation Federal Regulation. Bank holding companies, like Investors Bancorp, Inc. and Investors Bancorp, MHC, are subject to examination, regulation and periodic reporting under the Bank Holding Company Act, as administered by the Federal Reserve Board. The Federal Reserve Board has adopted capital adequacy guidelines for bank holding companies on a consolidated basis substantially similar to those of the FDIC for Investors Bank. As of December 31, 2013, Investors Bancorp, Inc.’s total capital and Tier 1 capital ratios exceeded these minimum capital requirements. See “Regulatory Capital Compliance.” The Dodd-Frank Act requires the Federal Reserve Board to promulgate consolidated capital requirements for depository institution holding companies that are no less stringent, both quantitatively and in terms of components of capital, than those applicable to institutions themselves. This will eliminate the inclusion of certain instruments from tier 1 capital, such as trust preferred securities, that are currently includable for bank holding companies. The Dodd-Frank Act grandfathers instruments issued prior to May 19, 2010 by mutual holding companies and all bank holding companies of less than $15 billion in assets. The previously referenced proposed rules on regulatory capital would implement the Dodd-Frank Act directive. However, the proposed rule does not mention the Dodd-Frank Act grandfather so it is uncertain whether it will be incorporated in any final rule. Regulations of the Federal Reserve Board provide that a bank holding company must serve as a source of strength to any of its subsidiary banks and must not conduct its activities in an unsafe or unsound manner. The Dodd-Frank Act codified the source of strength policy and requires the issuance of implementing regulations. Under the prompt corrective action provisions of the Federal Deposit Insurance Act, a bank holding company parent of an undercapitalized subsidiary bank would be directed to guarantee, within limitations, the capital restoration plan that is required of an undercapitalized bank. See “— Federal Banking Regulation — Prompt 36 K - 0 1 M R O F Corrective Action.” If an undercapitalized bank fails to file an acceptable capital restoration plan or fails to implement an accepted plan, the Federal Reserve Board may prohibit the bank holding company parent of the undercapitalized bank from paying any dividend or making any other form of capital distribution without the prior approval of the Federal Reserve Board. In addition, Federal Reserve Board policy is that a bank holding company should pay cash dividends only to the extent that the company’s net income for the past year is consistent with the company’s capital needs, asset quality and overall financial condition. A bank holding company is required to give the Federal Reserve Board prior written notice of any purchase or redemption of its outstanding equity securities if the gross consideration for the purchase or redemption, when combined with the net consideration paid for all such purchases or redemptions during the preceding 12 months, will be equal to 10% or more of the company’s consolidated net worth. The Federal Reserve Board may disapprove such a purchase or redemption if it determines that the proposal would constitute an unsafe and unsound practice, or would violate any law, regulation, Federal Reserve Board order or directive, or any condition imposed by, or written agreement with, the Federal Reserve Board. Such notice and approval is not required for a bank holding company that is as “well capitalized” under applicable regulations of the Federal Reserve Board, that has received a composite “1” or “2” rating, as well as a “satisfactory” rating for management, at its most recent bank holding company examination by the Federal Reserve Board, and that is not the subject of any unresolved supervisory issues. As a bank holding company, Investors Bancorp will be required to obtain the prior approval of the Federal Reserve Board to acquire all, or substantially all, of the assets of any bank or bank holding company. Prior Federal Reserve Board approval is also required for Investors Bancorp to acquire direct or indirect ownership or control of any voting securities of any bank or bank holding company if, after giving effect to such acquisition, it would, directly or indirectly, own or control more than 5% of any class of voting shares of such bank or bank holding company. In addition, a bank holding company that does not elect to be a financial holding company under federal regulations, is generally prohibited from engaging in, or acquiring direct or indirect control of any company engaged in non-banking activities. One of the principal exceptions to this prohibition is for activities found by the Federal Reserve Board to be so closely related to banking or managing or controlling banks. Some of the principal activities that the Federal Reserve Board has determined by regulation to be closely related to banking are: • • • • • • making or servicing loans; performing certain data processing services; providing discount brokerage services; or acting as fiduciary, investment or financial advisor; leasing personal or real property; making investments in corporations or projects designed primarily to promote community welfare; and acquiring a savings and loan association. A bank holding company that elects to be a financial holding company may engage in activities that are financial in nature or incident to activities which are financial in nature. Investors Bancorp, Inc. has not elected to be a financial holding company, although it may seek to do so in the future. A bank holding company may elect to become a financial holding company if: • • • • each of its depository institution subsidiaries is “well capitalized”; each of its depository institution subsidiaries is “well managed”; each of its depository institution subsidiaries has at least a “satisfactory” Community Reinvestment Act rating at its most recent examination; and the bank holding company has filed a certification with the Federal Reserve Board stating that it elects to become a financial holding company. 37 Under federal law, depository institutions are liable to the FDIC for losses suffered or anticipated by the FDIC in connection with the default of a commonly controlled depository institution, or for any assistance provided by the FDIC to such an institution in danger of default. This law would potentially be applicable to Investors Bancorp, Inc. if it ever acquired as a separate subsidiary a depository institution in addition to Investors Bank. In connection with the 2005 stock offering, the Federal Reserve Board required Investors Bancorp, Inc. to agree to comply with certain regulations issued by the Office of Thrift Supervision that would apply if Investors Bancorp, Inc., Investors Bancorp, MHC and Investors Bank were Office of Thrift Supervision chartered entities, including regulations governing post-stock offering stock benefit plans and stock repurchases. New Jersey Regulation. Under the New Jersey Banking Act, a company owning or controlling a savings bank is regulated as a bank holding company. The New Jersey Banking Act defines the terms “company” and “bank holding company” as such terms are defined under the BHCA. Each bank holding company controlling a New Jersey-chartered bank or savings bank must file certain reports with the Commissioner and is subject to examination by the Commissioner. F O R M 1 0 - K Acquisition of Investors Bancorp, Inc. Under federal law and under the New Jersey Banking Act, no person may acquire control of Investors Bancorp, Inc. or Investors Bank without first obtaining approval of such acquisition of control by the Federal Reserve Board and the Commissioner. See “Restrictions on the Acquisition of Investors Bancorp, Inc. and Investors Bank.” Federal Securities Laws. Investors Bancorp, Inc.’s common stock is registered with the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended. Investors Bancorp, Inc. is subject to the information, proxy solicitation, insider trading restrictions and other requirements under the Securities Exchange Act of 1934. Investors Bancorp, Inc. common stock held by persons who are affiliates (generally officers, directors and principal stockholders) of Investors Bancorp, Inc. may not be resold without registration or unless sold in accordance with certain resale restrictions. If Investors Bancorp, Inc. meets specified current public information requirements, each affiliate of Investors Bancorp, Inc. is able to sell in the public market, without registration, a limited number of shares in any three-month period. Sarbanes-Oxley Act of 2002. The Sarbanes-Oxley Act of 2002 was enacted to address, among other issues, corporate governance, auditing and accounting, executive compensation, and enhanced and timely disclosure of corporate information. We have existing policies, procedures and systems designed to comply with these regulations, and we are further enhancing and documenting such policies, procedures and systems to ensure continued compliance with these regulations. Federal Taxation Taxation General. Investors Bancorp, Inc. and its subsidiaries are subject to federal income taxation in the same general manner as other corporations, with some exceptions discussed below. Investors Bancorp, Inc. and its subsidiaries file a consolidated federal income tax return. Investors Bancorp, Inc.’s federal tax returns are not currently under audit, nor have they been audited within the past five years. The following discussion of federal taxation is intended only to summarize certain pertinent federal income tax matters and is not a comprehensive description of the tax rules applicable to Investors Bancorp, Inc. or its subsidiaries. Method of Accounting. For federal income tax purposes, Investors Bancorp, Inc. currently reports its income and expenses on the accrual method of accounting and uses a tax year ending December 31 for filing its federal and state income tax returns. 38 Bad Debt Reserves. Historically, Investors Bank was subject to special provisions in the tax law regarding allowable bad debt tax deductions and related reserves. Tax law changes were enacted in 1996 pursuant to the Small Business Protection Act of 1996 (the “1996 Act”), which eliminated the use of the percentage of taxable income method for tax years after 1995 and required recapture into taxable income over a six-year period of all bad debt reserves accumulated after 1987. Investors Bank has fully recaptured its post-1987 reserve balance. Currently, Investors Bank uses the specific charge off method to account for bad debt deductions for income tax purposes. Taxable Distributions and Recapture. Prior to the 1996 Act, bad debt reserves created prior to January 1, 1988 (pre-base year reserves) were subject to recapture into taxable income if Investors Bank failed to meet certain thrift asset and definitional tests. As a result of the 1996 Act, bad debt reserves accumulated after 1987 are required to be recaptured into income over a six-year period. However, all pre-base year reserves are subject to recapture if Investors Bank makes certain non-dividend distributions, repurchases any of its stock, pays dividends in excess of tax earnings and profits, or ceases to maintain a bank charter. At December 31, 2013, our total federal pre-base year reserve was approximately $42.3 million. Alternative Minimum Tax. The Internal Revenue Code imposes an alternative minimum tax (“AMT”) at a rate of 20% on a base of regular taxable income plus certain tax preferences (“alternative minimum taxable income” or “AMTI”). The AMT is payable to the extent such AMTI is in excess of an exemption amount and the AMT exceeds the regular income tax. Net operating losses can offset no more than 90% of AMTI. Certain payments of AMT may be used as credits against regular tax liabilities in future years. Investors Bancorp, Inc. and its subsidiaries have not been subject to the AMT and have no such amounts available as credits for carryover. K - 0 1 M R O F Net Operating Loss Carryovers. A financial institution may carry back net operating losses to the preceding two taxable years and forward to the succeeding 20 taxable years. As of December 31, 2013, Investors Bancorp, Inc. had a $4.6 million carryback claim, which is expected to be received in 2014. Corporate Dividends-Received Deduction. Investors Bancorp, Inc. may exclude from its federal taxable income 100% of dividends received from Investors Bank as a wholly owned subsidiary. The corporate dividends- received deduction is 80% when the dividend is received from a corporation having at least 20% of its stock owned by the recipient corporation. A 70% dividends-received deduction is available for dividends received from a corporation having less than 20% of its stock owned by the recipient corporation. State Taxation New Jersey State Taxation. Investors Bancorp, Inc. and its subsidiaries file separate New Jersey corporate business tax returns on an unconsolidated basis. Generally, the income of savings institutions in New Jersey, which is calculated based on federal taxable income, subject to certain adjustments, is subject to New Jersey tax. Investors Bancorp, Inc. and its subsidiaries are not currently under audit with respect to their New Jersey income tax returns nor have they been audited within the past five years. Investors Bancorp, Inc. is required to file a New Jersey income tax return and is generally subject to a state income tax at a 9% rate. If Investors Bancorp, Inc. meets certain requirements, it may be eligible to elect to be taxed as a New Jersey Investment Company, which would allow it to be taxed at a rate of 3.6%. Investors Bancorp, Inc. currently meets the eligibility requirements and therefore elects to be taxed as a New Jersey Investment Company. New Jersey tax law does not and has not allowed for a taxpayer to file a tax return on a combined or consolidated basis with another member of the affiliated group where there is common ownership. However, under recent tax legislation, if the taxpayer cannot demonstrate by clear and convincing evidence that the tax filing discloses the true earnings of the taxpayer on its business carried on in the State of New Jersey, the New 39 Jersey Director of the Division of Taxation may, at the director’s discretion, require the taxpayer to file a consolidated return for the entire operations of the affiliated group or controlled group, including its own operations and income. New York State Taxation. New York State imposes an annual franchise tax on banking corporations, based on the combined net income allocable to New York State at a rate of 7.1%. If, however, the application of an alternative minimum tax (based on taxable assets allocated to New York, “alternative” net income, or a flat minimum fee) results in a greater tax, an alternative minimum tax will be imposed. In addition, Investors Bank is subject to the metropolitan transportation business tax surcharge (“MTA surcharge”) allocable to business activities carried on in the Metropolitan Commuter Transportation District. The MTA surcharge for banking corporations is 17% of a recomputed New York State franchise tax, calculated using a 9% tax rate on allocated entire net income. In February 2014, Investors Bank was notified by New York State that they would be conducting an audit of its tax returns for the years 2010 through 2012. New York City Taxation. Investors Bank is also subject to the New York City combined tax for banking corporations calculated on a similar basis as the New York State franchise tax, subject to a New York City income and expense allocation. A significant portion of Investors Bank’s entire net income is derived from outside of the New York City jurisdiction which has the effect of significantly reducing the New York City taxable income of Investors Bank. An audit of an acquired entity is currently being performed. Delaware State Taxation. As a Delaware holding company not earning income in Delaware, Investors Bancorp, Inc. is exempted from Delaware corporate income tax but is required to file annual returns and pay annual fees and an annual franchise tax to the State of Delaware. F O R M 1 0 - K ITEM 1A. RISK FACTORS The risks set forth below, in addition to the other risks described in this Annual Report on Form 10-K, may adversely affect our business, financial condition and operating results. In addition to the risks set forth below and the other risks described in this annual report, there may also be additional risks and uncertainties that are not currently known to us or that we currently deem to be immaterial that could materially and adversely affect our business, financial condition or operating results. As a result, past financial performance may not be a reliable indicator of future performance, and historical trends should not be used to anticipate results or trends in future periods. Further, to the extent that any of the information contained in this Annual Report on Form 10-K constitutes forward-looking statements, the risk factors set forth below also are cautionary statements identifying important factors that could cause our actual results to differ materially from those expressed in any forward- looking statements made by or on behalf of us. Risks Related to Our Business Because we intend to continue to increase our commercial originations, our credit risk will increase. At December 31, 2013, our portfolio of multi-family, commercial real estate, construction and C&I loans totaled $6.96 billion, or 53.3% of our total loans. We intend to increase our originations of multi-family, commercial real estate, construction and C&I loans, which generally have more risk than one- to four-family residential mortgage loans. Since repayment of commercial real estate loans depends on the successful management and operation of the borrower’s properties or related businesses, repayment of such loans can be affected by adverse conditions in the real estate market or the local economy. In addition, our commercial borrowers may have more than one loan outstanding with us. Consequently, an adverse development with respect to one loan or one credit relationship can expose us to significantly greater risk of loss compared to an adverse development with respect to a one- to four-family residential mortgage loan. Because we plan to continue to increase our originations of these loans, it may be necessary to increase the level of our allowance for loan losses because of the increased risk characteristics associated with these types of loans. Any such increase to our allowance for loan losses would adversely affect our earnings. 40 If our allowance for loan losses is not sufficient to cover actual loan losses, our earnings could decrease. We make various assumptions and judgments about the collectability of our loan portfolio, including the creditworthiness of our borrowers and the value of the real estate and other assets serving as collateral for the repayment of many of our loans. In determining the amount of the allowance for loan losses, we review our loans and our loss and delinquency experience, and we evaluate economic conditions. If actual results differ significantly from our assumptions, our allowance for loan losses may not be sufficient to cover losses inherent in our loan portfolio, resulting in additions to our allowance. Material additions to our allowance would materially decrease our net income. Our allowance for loan losses at December 31, 2013 of $173.9 million was 1.33% of total loans and 124.30% of non-performing loans at such date. In addition, bank regulators periodically review our allowance for loan losses and may require us to increase our provision for loan losses or recognize further loan charge-offs. A material increase in our allowance for loan losses or loan charge-offs as required by these regulatory authorities would have a material adverse effect on our financial condition and results of operations. A significant portion of our multi-family loan portfolio, commercial real estate portfolio and nearly all of our C&I loan portfolio is unseasoned. It is difficult to judge the future performance of unseasoned loans. Our multi-family loan portfolio has increased to $3.99 billion at December 31, 2013 from $612.7 million at December 31, 2009. Our commercial real estate portfolio has increased to $2.51 billion at December 31, 2013 from $730.0 million at December 31, 2009. Our C&I loan portfolio has increased to $268.4 million at December 31, 2013 from $23.2 million at December 31, 2009. Consequently, a large portion of our multi-family loans, commercial real estate loans and nearly all of our C&I loans are unseasoned. It is difficult to assess the future performance of these recently originated loans because of their relatively limited payment history from which to judge future collectability, especially in the current weak economic environment. These loans may experience higher delinquency or charge-off levels than our historical loan portfolio experience, which could adversely affect our future performance. K - 0 1 M R O F Our liabilities reprice faster than our assets and future increases in interest rates will reduce our profits. Our ability to make a profit largely depends on our net interest income, which could be negatively affected by changes in interest rates. Net interest income is the difference between the interest income we earn on our interest-earning assets, such as loans and securities; and the interest expense we pay on our interest-bearing liabilities, such as deposits and borrowings. The interest income we earn on our assets and the interest expense we pay on our liabilities are generally fixed for a contractual period of time. Our liabilities generally have shorter contractual maturities than our assets. This imbalance can create significant earnings volatility, because market interest rates change over time. In a period of rising interest rates, the interest income earned on our assets may not increase as rapidly as the interest paid on our liabilities. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations-Management of Market Risk.” In addition, changes in interest rates can affect the average life of loans and mortgage-backed and related securities. A reduction in interest rates causes increased prepayments of loans and mortgage-backed and related securities as borrowers refinance their debt to reduce their borrowing costs. This creates reinvestment risk, which is the risk that we may not be able to reinvest the funds from faster prepayments at rates that are comparable to the rates we earned on the prepaid loans or securities. Conversely, an increase in interest rates generally reduces prepayments. Additionally, increases in interest rates may decrease loan demand and/or make it more difficult for borrowers to repay adjustable-rate loans. Changes in interest rates also affect the current market value of our interest-earning securities portfolio. Generally, the value of securities moves inversely with changes in interest rates. At December 31, 2013, the fair 41 value of our total securities portfolio was $1.62 billion. Unrealized net losses on securities available-for-sale are reported as a separate component of equity. To the extent interest rates increase and the value of our available- for-sale portfolio decreases, our stockholders’ equity will be adversely affected. We evaluate interest rate sensitivity using models that estimate the change in our net portfolio value over a range of interest rate scenarios. Net portfolio value is the discounted present value of expected cash flows from assets, liabilities and off-balance sheet contracts. At December 31, 2013, in the event of a 200 basis point increase in interest rates, whereby rates increase evenly over a twelve-month period, and assuming management took no action to mitigate the effect of such change, the model projects that we would experience a 6.8% or $32.3 million decrease in net interest income and 15.7% or $239.3 million decrease in net portfolio value. Historically low interest rates may adversely affect our net interest income and profitability. During the past four years it has been the policy of the Federal Reserve Board to maintain interest rates at historically low levels through its targeted federal funds rate and the purchase of mortgage-backed securities. As a result, market rates on the loans we have originated and the yields on securities we have purchased have been at lower levels than available prior to 2008. As a general matter, our interest-bearing liabilities reprice or mature more quickly than our interest-earning assets, over the past few years, this has been one factor contributing to the increase in our interest rate spread as interest rates decreased. However, our ability to lower our interest expense will be limited at these interest rate levels while the average yield on our interest-earning assets may continue to decrease. Accordingly, our net interest income may be adversely affected and may decrease, which may have an adverse effect on our future profitability. F O R M 1 0 - K We may not be able to continue to grow our business, which may adversely impact our results of operations. Our total assets have grown from approximately $8.4 billion at December 31, 2009 to $15.62 billion at December 31, 2013. Our business strategy calls for continued growth. Our ability to continue to grow depends, in part, upon our ability to open new branch locations, successfully attract deposits, identify favorable loan and investment opportunities, and acquire other banks and non-bank entities. In the event that we do not continue to grow, our results of operations could be adversely impacted. Our ability to grow successfully will depend on whether we can continue to fund this growth while maintaining cost controls and asset quality, as well as on factors beyond our control, such as national and regional economic conditions and interest rate trends. If we are not able to control costs and maintain asset quality, such growth could adversely impact our earnings and financial condition. We could be required to repurchase mortgage loans or indemnify mortgage loan purchasers due to breaches of representations and warranties, borrower fraud, or certain borrower defaults, which could have an adverse impact on our liquidity, results of operations and financial condition. We sell into the secondary market a portion of the residential mortgage loans that we originate through our mortgage subsidiary, Investors Home Mortgage. The whole loan sale agreements we enter into in connection with such loan sales require us to repurchase or substitute mortgage loans in the event there is a breach of any of representations or warranties. In addition, we may be required to repurchase mortgage loans as a result of borrower fraud or in the event of early payment default of the borrower on a mortgage loan. We have established a reserve for estimated repurchase and indemnification obligations on the residential mortgage loans that we sell. We make various assumptions and judgments in determining this reserve. If our assumptions are incorrect, our reserve may not be sufficient to cover losses from repurchase and indemnification obligations related to our residential loans sold. Such event would have an adverse effect on our earnings. 42 We may incur impairments to goodwill. At December 31, 2013, we had approximately $77.6 million recorded as goodwill. We evaluate goodwill for impairment, at least annually. Significant negative industry or economic trends, including declines in the market price of our common stock, reduced estimates of future cash flows or disruptions to our business, could result in impairments to goodwill. Our valuation methodology for assessing impairment requires management to make judgments and assumptions based on historical experience and to rely on projections of future operating performance. We operate in competitive environments and projections of future operating results and cash flows may vary significantly from actual results. If our analysis results in impairment to goodwill, we would be required to record an impairment charge to earnings in our financial statements during the period in which such impairment is determined to exist. Any such change could have an adverse effect on our results of operations. We operate in a highly regulated environment and may be adversely affected by changes in laws and regulations. Investors Bank is subject to extensive regulation, supervision and examination by the NJDBI, our chartering authority, by the FDIC, as insurer of our deposits, and by the recently created CFPB, with respect to consumer protection laws. As a bank holding company, Investors Bancorp will be subject to regulation and oversight by the Federal Reserve Board. Such regulation and supervision govern the activities in which a bank and its holding company may engage and are intended primarily for the protection of the insurance fund and depositors. These regulatory authorities have extensive discretion in connection with their supervisory and enforcement activities, including the requirement for additional capital, the imposition of restrictions on our operations, the classification of our assets and the adequacy of our allowance for loan losses, compliance and privacy issues (including anti- money laundering at Bank Secrecy Act Compliance) and approval of merger transactions. Any change in such regulation and oversight, whether in the form of regulatory policy, regulations, or legislation, could have a material impact on Investors Bank, Investors Bancorp and our operations. K - 0 1 M R O F The potential exists for additional Federal or state laws and regulations regarding capital requirements, lending and funding practices and liquidity standards, and bank regulatory agencies are expected to remain active in responding to concerns and trends identified in examinations, including the potential issuance of formal enforcement orders. New laws, regulations, and other regulatory changes could increase our costs of regulatory compliance and of doing business, and otherwise affect our operations. New laws, regulations, and other regulatory changes, along with negative developments in the financial industry and the domestic and international credit markets, may significantly affect the markets in which we do business, the markets for and value of our loans and investments, and our on-going operations, costs and profitability. A continuation or worsening of economic conditions could adversely affect our financial condition and results of operations. Although the U.S. economy has emerged from the severe recession that occurred in 2008 and 2009, economic growth has been slow and unemployment levels, while improving, remain high despite the Federal Reserve Board’s unprecedented efforts to maintain low market rates and encourage economic growth. Recovery by many businesses has been impaired by lower consumer spending. A discontinuation of the Federal Reserve Board’s bond purchasing program could result in higher interest rates and reduced economic activity. Moreover, a return to prolonged deteriorating economic conditions could significantly affect the markets in which we do business, the value of our loans and investments, and our on-going operations, costs and profitability. Further declines in real estate values and sales volumes and continued elevated unemployment levels may result in greater loan delinquencies, increases in our nonperforming, criticized and classified assets and a decline in demand for our products and services. These events may cause us to incur losses and may adversely affect our financial condition and results of operations. interest 43 Our inability to achieve profitability on new branches may negatively affect our earnings. We have expanded our presence throughout our market area and we intend to pursue further expansion through de novo branching or the purchase of branches from other financial institutions. The profitability of our expansion strategy will depend on whether the income that we generate from the new branches will offset the increased expenses resulting from operating these branches. We expect that it may take a period of time before these branches can become profitable, especially in areas in which we do not have an established presence. During this period, the expense of operating these branches may negatively affect our net income. Growing by acquisition entails integration and certain other risks. We completed the acquisition of Roma Financial Corporation on December 6, 2013 and completed the acquisition of Gateway Community Financial Corp. on January 10, 2014. Failure to successfully integrate systems subsequent to the completion of these acquisitions could have a material impact on the operations of Investors Bank. Future acquisition activity could dilute book value. F O R M 1 0 - K Both nationally and in New Jersey, the banking industry is undergoing consolidation marked by numerous mergers and acquisitions. From time to time we may be presented with opportunities to acquire institutions and/ or bank branches and we may engage in discussions and negotiations. Acquisitions typically involve the payment of a premium over book and trading values, and therefore, may result in the dilution of our book value per share. The Dodd-Frank Act, among other things, created a new CFPB, tightened capital standards and will continue to result in new laws and regulations that are expected to increase our costs of operations. The Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”) is significantly changing the current bank regulatory structure and affecting the lending, deposit, investment, trading and operating activities of financial institutions and their holding companies. The Dodd-Frank Act requires various federal agencies to adopt a broad range of new rules and regulations, and to prepare numerous studies and reports for Congress. The federal agencies are given significant discretion in drafting the implementing rules and regulations, and consequently, many of the details and much of the impact of the Dodd-Frank Act may not be known for many months or years. However, it is expected that the legislation and implementing regulations will materially increase our operating and compliance costs. The Dodd-Frank Act created the CFPB with broad powers to supervise and enforce consumer protection laws. The CFPB has broad rule-making authority for a wide range of consumer protection laws that apply to all banks and savings institutions, including the authority to prohibit “unfair, deceptive or abusive” acts and practices. The CFPB has examination and enforcement authority over all banks with more than $10 billion in assets, such as Investors Bank. Banks with $10 billion or less in assets will continue to be examined for compliance with the consumer laws by their primary bank regulators. The Dodd-Frank Act also weakens the federal preemption rules that have been applicable for national banks and federal savings associations, and gives state attorneys general the ability to enforce federal consumer protection laws. The Dodd-Frank Act requires minimum leverage (Tier 1) and risk-based capital requirements for bank and savings and loan holding companies that are no less than those applicable to banks, which will exclude certain instruments that previously have been eligible for inclusion by bank holding companies as Tier 1 capital, such as trust preferred securities. Effective July 21, 2011, the Dodd-Frank Act eliminated the federal prohibitions on paying interest on demand deposits, thus allowing businesses to have interest bearing checking accounts, which could result in an increase in our interest expense. 44 The Dodd-Frank Act also broadens the base for FDIC deposit insurance assessments. Assessments are now based on the average consolidated total assets less tangible equity capital of a financial institution, rather than deposits. The Dodd-Frank Act also permanently increases the maximum amount of deposit insurance for banks, savings institutions and credit unions to $250,000 per depositor, retroactive to January 1, 2009, and non-interest bearing transaction accounts had unlimited deposit insurance through December 31, 2012. The legislation also increases the required minimum reserve ratio for the Deposit Insurance Fund from 1.15% to 1.35% of insured deposits, and directs the FDIC to offset the effects of increased assessments on depository institutions with less than $10 billion in assets. The Dodd-Frank Act requires publicly traded companies to give stockholders a non-binding vote on executive compensation and so-called “golden parachute” payments. It also provides that the listing standards of the national securities exchanges shall require listed companies to implement and disclose “clawback” policies mandating the recovery of incentive compensation paid to executive officers in connection with accounting restatements. The legislation also directs the Federal Reserve Board to promulgate rules prohibiting excessive compensation paid to bank holding company executives. Effective December 10, 2013, pursuant to the Dodd-Frank Act, federal banking and securities regulators issued final rules to implement Section 619 of the Dodd-Frank Act (the “Volcker Rule”). Generally, subject to a transition period and certain exceptions, the Volcker Rule restricts insured depository institutions and their affiliated companies from engaging in short-term proprietary trading of certain securities, investing in funds with collateral comprised of less than 100% loans that are not registered with the Securities and Exchange Commission (“SEC”) and from engaging in hedging activities that do not hedge a specific identified risk. After the transition period, the Volcker Rule prohibitions and restrictions will apply to banking entities, including Investors Bancorp, unless an exception applies. K - 0 1 M R O F We will become subject to more stringent capital requirements, which may adversely impact our return on equity, or constrain us from paying dividends or repurchasing shares. In July 2013, the FDIC and the Federal Reserve Board approved a new rule that will substantially amend the regulatory risk-based capital rules applicable to Investors Bank and Investors Bancorp. The final rule implements the “Basel III” regulatory capital reforms and changes required by the Dodd-Frank Act. The final rule includes new minimum risk-based capital and leverage ratios, which will be effective for Investors Bank and Investors Bancorp on January 1, 2015, and refines the definition of what constitutes “capital” for purposes of calculating these ratios. The new minimum capital requirements will be: (i) a new common equity Tier 1 capital ratio of 4.5%; (ii) a Tier 1 to risk-based assets capital ratio of 6% (increased from 4%); (iii) a total capital ratio of 8% (unchanged from current rules); and (iv) a Tier 1 leverage ratio of 4%. The final rule also establishes a “capital conservation buffer” of 2.5%, and will result in the following minimum ratios: (i) a common equity Tier 1 capital ratio of 7.0%; (ii) a Tier 1 to risk-based assets capital ratio of 8.5%; and (iii) a total capital ratio of 10.5%. The new capital conservation buffer requirement will be phased in beginning in January 2016 at 0.625% of risk-weighted assets and will increase each year until fully implemented in January 2019. An institution will be subject to limitations on paying dividends, engaging in share repurchases, and paying discretionary bonuses if its capital level falls below the buffer amount. These limitations will establish a maximum percentage of eligible retained income that can be utilized for such actions. The application of more stringent capital requirements for Investors Bank and Investors Bancorp could, among other things, result in lower returns on equity, require the raising of additional capital, and result in regulatory actions constraining us from paying dividends or repurchasing shares if we were to be unable to comply with such requirements. 45 F O R M 1 0 - K New regulations could restrict our ability to originate and sell mortgage loans. The CFPB has issued a rule designed to clarify for lenders how they can avoid monetary damages under the Dodd-Frank Act, which would hold lenders accountable for ensuring a borrower’s ability to repay a mortgage. Loans that meet this “qualified mortgage” definition will be presumed to have complied with the new ability-to- repay standard. Under the CFPB’s rule, a “qualified mortgage” loan must not contain certain specified features, including: • • • • excessive upfront points and fees (those exceeding 3% of the total loan amount, less “bona fide discount points” for prime loans); interest-only payments; negative-amortization; and terms longer than 30 years. Also, to qualify as a “qualified mortgage,” a borrower’s total debt-to-income ratio may not exceed 43%. Lenders must also verify and document the income and financial resources relied upon to qualify the borrower for the loan and underwrite the loan based on a fully amortizing payment schedule and maximum interest rate during the first five years, taking into account all applicable taxes, insurance and assessments. The CFPB’s rule on qualified mortgages could limit our ability or desire to make certain types of loans or loans to certain borrowers, or could make it more expensive/and or time consuming to make these loans, which could limit our growth or profitability. Strong competition within our market area may limit our growth and profitability. Competition in the banking and financial services industry is intense. In our market area, we compete with numerous commercial banks, savings institutions, mortgage brokerage firms, credit unions, finance companies, mutual funds, insurance companies, and brokerage and investment banking firms operating locally and elsewhere. Some of our competitors have substantially greater resources and lending limits than we have, have greater name recognition and market presence that benefit them in attracting business, and offer certain services that we do not or cannot provide. In addition, larger competitors may be able to price loans and deposits more aggressively than we can. Our profitability depends upon our continued ability to successfully compete in our market area. The greater resources and deposit and loan products offered by some of our competitors may limit our ability to increase our interest-earning assets. For additional information see “Business of Investors Bank- Competition.” Any future increase in FDIC insurance premiums will adversely impact our earnings. As a “large institution” within the meaning of FDIC regulations (i.e., greater than $10 billion in assets), Investors Bank’s deposit insurance premium is determined differently than smaller banks. Small banks are assessed based on a risk classification determined by examination ratings, financial ratios and certain specified adjustments. However, beginning in 2011, large institutions became subject to assessment based upon a more detailed scorecard approach involving (i) a performance score determined using forward-looking risk measures, including certain stress testing, and (ii) a loss severity score, which is designed to measure, based on modeling, potential loss to the FDIC insurance fund if the institution failed. The total score is converted to an assessment rate, subject to certain adjustments, with institutions deemed riskier paying higher assessments. In October 2012, the FDIC issued a final rule, effective March 1, 2013, which clarifies and refines its large bank assessment formula. Since the large institution assessment procedure is still relatively unknown, the long term effect on Investors Bank’s deposit insurance assessment is uncertain. We may eliminate dividends on our common stock. On September 28, 2012, we declared our first quarterly cash dividend and we have paid quarterly cash dividend since then. Although we have begun paying quarterly cash dividends to our stockholders, stockholders 46 are not entitled to receive dividends. Downturns in domestic and global economies and other factors could cause our board of directors to consider, among other things, the elimination of or reduction in the amount and/or frequency of cash dividends paid on our common stock. We could be adversely affected by failure in our internal controls. A failure in our internal controls could have a significant negative impact not only on our earnings, but also on the perception that customers, regulators and investors may have of us. We continue to devote a significant amount of effort, time and resources to continually strengthening our controls and ensuring compliance with complex accounting standards and banking regulations. For example, we are planning a core system conversion in 2015 in an effort to further strengthen such internal controls and compliance systems, as well as allow for more processing of more complex transactions by our customers. Failure to properly and timely implement the core system conversion could have a material adverse effect on our operations. Risks associated with system failures, interruptions, or breaches of security could negatively affect our earnings. Information technology systems are critical to our business. We use various technology systems to manage our customer relationships, general ledger, securities investments, deposits, and loans. We have established policies and procedures to prevent or limit the impact of system failures, interruptions, and security breaches (including privacy breaches), but such events may still occur or may not be adequately addressed if they do occur. In addition, any compromise of our systems could deter customers from using our products and services. Although we rely on security systems to provide security and authentication necessary to effect the secure transmission of data, these precautions may not protect our systems from compromises or breaches of security. K - 0 1 M R O F In addition, we outsource a majority of our data processing to certain third-party providers. If these third- party providers encounter difficulties, or if we have difficulty communicating with them, our ability to adequately process and account for transactions could be affected, and our business operations could be adversely affected. Threats to information security also exist in the processing of customer information through various other vendors and their personnel. The occurrence of any system failures, interruption, or breach of security could damage our reputation and result in a loss of customers and business thereby subjecting us to additional regulatory scrutiny, or could expose us to litigation and possible financial liability. Any of these events could have a material adverse effect on our financial condition and results of operations. Our recruitment efforts may not be sufficient to implement our business strategy and execute successful operations. As we continue to grow, we may find our recruitment efforts more challenging. If we do not succeed in attracting, hiring, and integrating experienced or qualified personnel, we may not be able to continue to successfully implement our business strategy. We recently hired an asset based lending team and expanded our business lending into the healthcare market, both of which may expose us to increased lending risks and may have a negative effect on our results of operations. In an effort to diversify our loan portfolio, we have recently hired an asset based lending team and a healthcare lending team. These types of loans generally have a higher risk of loss compared to our one- to four- family residential real estate loans and multi family loans, which could have a negative effect on our results of operations. In addition, because we are not as experienced with these new loan products, we may require additional time and resources for offering and managing such products effectively or may be unsuccessful in offering such products at a profit. 47 Severe weather, acts of terrorism and other external events could impact our ability to conduct business. Recent weather-related events have adversely impacted our market area, especially areas located near coastal waters and flood prone areas. Such events that may cause significant flooding and other storm-related damage may become more common events in the future. Financial institutions have been, and continue to be, targets of terrorist threats aimed at compromising operating and communication systems and the metropolitan New York area and Northern New Jersey remain central targets for potential acts of terrorism. Such events could cause significant damage, impact the stability of our facilities and result in additional expenses, impair the ability of our borrowers to repay their loans, reduce the value of collateral securing repayment of our loans, and result in the loss of revenue. While we have established and regularly test disaster recovery procedures, the occurrence of any such event could have a material adverse effect on our business, operations and financial condition. ITEM 1B. UNRESOLVED STAFF COMMENTS None. ITEM 2. PROPERTIES F O R M 1 0 - K At December 31, 2013, the Company and the Bank conducted business from its corporate headquarters in Short Hills, New Jersey, and 129 full-service branch offices located in the New Jersey counties of Bergen, Burlington, Camden, Essex, Hudson, Hunterdon, Mercer, Middlesex, Monmouth, Morris, Ocean, Passaic, Somerset, Union and Warren Counties. We have expanded our branch locations to include the New York communities of Nassau, Queens, Kings, Richmond, Suffolk and New York counties. Our corporate headquarters are located in Short Hills, New Jersey with an operation center located in Iselin, New Jersey as well as lending offices in New York City, Short Hills, Spring Lake, Newark, Astoria and Brooklyn. ITEM 3. LEGAL PROCEEDINGS We and our 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 our financial condition or results of operations. ITEM 4. MINE SAFETY DISCLOSURES Not applicable. 48 K - 0 1 M R O F PART II ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Our shares of common stock are traded on the NASDAQ Global Select Market under the symbol “ISBC”. The approximate number of holders of record of Investors Bancorp, Inc.’s common stock as of February 21, 2014 was approximately 12,000. Certain shares of Investors Bancorp, Inc. are held in “nominee” or “street” name and accordingly, the number of beneficial owners of such shares is not known or included in the foregoing number. The following table presents quarterly market information for Investors Bancorp, Inc.’s common stock for the periods indicated. The following information was provided by the NASDAQ Global Select Market. First Quarter Second Quarter Third Quarter Fourth Quarter Year Ended December 31, 2013 Year Ended December 31, 2012 High Low High Low $18.84 21.39 22.93 25.81 $17.36 18.18 20.41 21.55 $15.50 15.44 18.28 18.71 $13.61 14.42 15.04 15.84 On September 28, 2012, we declared our first quarterly cash dividend of $0.05 per share. It was the first dividend since completing our initial public offering in October 2005. Since declaring this dividend, we have paid a dividend to stockholders in each subsequent quarter, with the most recent paid in February 2014. The timing and amount of cash dividends paid depend on our earnings, capital requirements, financial condition and other relevant factors. Although we have begun paying quarterly cash dividends to our stockholders, stockholders are not entitled to receive dividends. Downturns in domestic and global economies and other factors could cause our board of directors to consider, among other things, the elimination of or reduction in the amount and/or frequency of cash dividends paid on our common stock. For more information regarding the restrictions on the Bank’s dividends, “Item 1A. Risk Factors — We May Eliminate Dividends on Our Common Stock” above, and the “Liquidity” section of our MD&A of this Annual Report. So long as Investors Bancorp, MHC is regulated by the Federal Reserve Board, if Investors Bancorp, Inc. pays dividends to its stockholders, it also will be required to pay dividends to Investors Bancorp, MHC, unless Investors Bancorp, MHC is permitted by the Federal Reserve Board to waive the receipt of dividends. The Federal Reserve Board’s current position is to not permit a bank holding company to waive dividends declared by its subsidiary. In the future, dividends from Investors Bancorp, Inc. may depend, in part, upon the receipt of dividends from Investors Bank, because Investors Bancorp, Inc. has no source of income other than earnings from the investment of net proceeds retained from the sale of shares of common stock, investment income, and interest earned on it’s loan to the employee stock ownership plan. Under New Jersey law, Investors Bank may not pay a cash dividend unless, after the payment of such dividend, its capital stock will not be impaired and either it will have a statutory surplus of not less than 50% of its capital stock, or the payment of such dividend will not reduce its statutory surplus. Stock Performance Graph Set forth below is a stock performance graph comparing (a) the cumulative total return on the Company’s Common Stock for the period beginning December 31, 2008 through December 31, 2013, (b) the cumulative total return of publicly traded thrifts over such period, and, (c) the cumulative total return of all publicly traded banks and thrifts over such period. Cumulative return assumes the reinvestment of dividends, and is expressed in dollars based on an assumed investment of $100. 49 Investors Bancorp, Inc. Total Return Performance e u l a V x e d n I 220 200 180 160 140 120 100 80 60 12/31/08 12/31/09 12/31/10 12/31/11 12/31/12 12/31/13 Investors Bancorp, Inc. SNL U.S. Bank and Thrift SNL U.S. Thrift F O R M 1 0 - K Index Investors Bancorp, Inc. SNL U.S. Bank and Thrift SNL U.S. Thrift Source: SNL Financial LC, Charlottesville, VA 12/31/2008 12/31/2009 12/31/2010 12/31/2011 12/31/2012 12/31/2013 192.83 100.00 157.46 100.00 127.95 100.00 97.69 110.14 97.45 100.37 85.64 81.97 132.75 115.00 99.70 81.46 98.66 93.81 The following table reports information regarding repurchases of our common stock during the quarter ended December 31, 2013 and the stock repurchase plans approved by our Board of Directors. Period October 1, 2013 through October 31, 2013 November 1, 2013 through November 30, 2013 December 1, 2013 through December 31, 2013 Total Total Number of Shares Purchased(1) Average Price paid Per Share As part of Publicly Announced Plans or Programs Yet Be Purchased Under the Plans or Programs — 6,184 377 6,561 $ — 23.62 24.26 — 6,184 377 6,561 2,111,597 2,105,413 2,105,036 (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 2,105,036 shares yet to be purchased as of December 31, 2013. Equity Compensation Plan Information The information set forth in Item 12 of Part III of this Annual Report under the heading “Equity Compensation Plan Information” is incorporated by reference herein. 50 ITEM 6. SELECTED FINANCIAL DATA The following information is derived in part from the consolidated financial statements of Investors Bancorp, Inc. For additional information, reference is made to “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the Consolidated Financial Statements of Investors Bancorp, Inc. and related notes included elsewhere in this Annual Report. Selected Financial Condition Data: Total assets Loans receivable, net Loans held-for-sale Securities held to maturity Securities available for sale, at estimated fair value Bank owned life insurance Deposits Borrowed funds Goodwill Stockholders’ equity 2013 2012 2011 2010 2009 At December 31, (In thousands) $15,623,070 12,882,544 8,273 831,819 $12,722,574 10,306,786 28,233 179,922 $10,701,585 8,794,211 18,847 287,671 $9,602,131 7,917,705 35,054 478,536 $8,357,816 6,615,459 27,043 717,441 785,032 152,788 10,718,811 3,367,274 77,571 1,334,327 1,385,328 113,941 8,768,857 2,705,652 77,063 1,066,817 983,715 112,990 7,362,003 2,255,486 21,972 967,440 602,733 117,039 6,774,930 1,826,514 21,609 901,279 471,243 114,542 5,840,643 1,600,542 22,556 850,213 2013 2012 2011 2010 2009 Year Ended December 31, K - 0 1 M R O F Selected Operating Data: Interest and dividend income Interest expense Net interest income Provision for loan losses Net interest income after provision for loan losses Non-interest income Non-interest expenses Income before income tax expense Income tax expense $545,068 109,642 435,426 50,500 384,926 36,571 245,711 175,786 63,755 (In thousands) $473,572 144,488 329,084 75,500 253,584 29,170 157,587 125,167 46,281 $496,189 123,444 372,745 65,000 307,745 44,112 207,007 144,850 56,083 $428,703 159,293 269,410 66,500 $384,385 192,096 192,289 39,450 202,910 26,525 130,813 98,622 36,603 152,839 14,835 109,118 58,556 23,444 Net income $112,031 $ 88,767 $ 78,886 $ 62,019 $ 35,112 Earnings per share — basic Earnings per share — diluted $ $ 1.02 1.01 $ $ 0.83 0.82 $ $ 0.73 0.73 $ $ 0.57 0.56 $ $ 0.33 0.33 51 Selected Financial Ratios and Other Data: Performance Ratios: Return on assets (ratio of net income to average total assets) Return on equity (ratio of net income to average equity) Net interest rate spread(1) Net interest margin(2) Efficiency ratio(3) Efficiency ratio — Adjusted(4) Non-interest expenses to average total assets Average interest-earning assets to average interest-bearing liabilities Dividend payout ratio(6) Asset Quality Ratios: Non-performing assets to total assets Non-accrual loans to total loans Allowance for loan losses to non-performing loans Allowance for loan losses to total loans Capital Ratios: Total-based capital (to risk-weighted assets)(5) Tier I risk-based capital (to risk-weighted assets)(5) Total capital (to average assets)(5) Equity to total assets Other Data: Tangible equity to tangible assets Average equity to average assets Book value per common share Tangible book value per common share Number of full service offices Full time equivalent employees F O R M 1 0 - K At or for the Year Ended December 31, 2013 2012 2011 2010 2009 0.77% 0.78% 0.70% 0.45% 0.83% 8.68% 8.43% 6.95% 4.40% 10.00% 3.26% 3.22% 2.97% 2.28% 3.25% 3.37% 3.40% 3.39% 3.17% 2.53% 52.06% 49.66% 43.68% 44.20% 52.68% 50.66% 46.47% 43.68% 44.20% 50.60% 1.81% 1.54% 1.47% 1.38% 1.82% 1.15x 19.61% 1.11x 1.13x 6.02% — 1.10x — 1.10x — 0.95% 0.77% 1.14% 1.48% 1.74% 1.44% 1.16% 1.60% 2.08% 1.81% 124.30% 104.29% 76.79% 54.81% 45.80% 1.36% 1.32% 1.14% 0.83% 1.33% 11.39% 11.24% 12.91% 13.75% 15.78% 9.98% 11.65% 12.50% 14.70% 10.14% 7.59% 8.21% 8.56% 9.03% 8.20% 8.39% 9.04% 9.39% 10.17% 8.54% $ $ 7.90% 8.32% 9.85 9.04 129 1,541 $ $ 7.67% 8.71% 9.02% 9.83% 8.92% 9.26% 10.02% 10.11% 9.81 8.89 101 1,193 $ 8.23 $ 7.88 82 869 $ 8.98 $ 8.62 81 959 $ 7.67 $ 7.38 65 704 (1) The net interest rate spread represents the difference between the weighted-average yield on interest-earning assets and the weighted-average cost of interest-bearing liabilities for the period. (2) The net interest margin represents net interest income as a percent of average interest-earning assets for the period. (3) The efficiency ratio represents non-interest expense divided by the sum of net interest income and non- interest income. (4) The efficiency ratio — Adjusted represents non-interest expense divided by the sum of net interest income and non-interest income. For the year ended December 31, 2013, excludes pre tax acquisition charges related to Roma Financial of $5.6 million and a non-cash OTTI charge of $977,000. Excludes pre tax acquisition charges related to Marathon and BFSB of $13.3 million for the year ended December 31, 2012, OTTI of $1.4 million for the year ended December 31, 2009 and FDIC special assessment of $3.6 million for the years ended December 31, 2009. (5) Ratios are for Investors Bank and do not include capital retained at the holding company level. (6) The dividend payout ratio represents dividends declared per share divided by net income per share. 52 K - 0 1 M R O F ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Our 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 interest-bearing transaction accounts, time deposits, 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 repricing of interest-earning assets and interest-bearing liabilities on our balance sheet, and the prepayment rate on our mortgage-related assets. The continued low interest rate environment has resulted in a significant portion of our interest-earning assets being refinanced at lower yields and new assets being originated at lower yields. We have been able to partially offset the yield compression by lowering the interest rates on our interest bearing liabilities. However, a steepening in the treasury yield curve during the third quarter of 2013 resulted in a reduction in mortgage refinance activity and an improvement in new loan origination yields. We continue to actively manage our interest rate risk as the current interest rate environment is forecasted to remain at current levels, with no increase in short-term rates likely until late 2014. If this interest rate and steeper yield curve environment continue, we will likely be subject to near-term net interest income compression, but then may experience an improvement in net interest income, particularly if short-term interest rates remain unchanged as forecasted, and our rates on interest bearing liabilities do not increase as quickly as interest rates on its earning assets. In addition, the current slowdown in mortgage banking activity will result in lower gains on sales of loans in comparison to prior year results. We will continue to manage our interest rate risk. Our results of operations are also significantly affected by general economic conditions. There is still uncertainty with respect to government regulation, the Affordable Health Care Act, budget deficits, debt levels and sluggish growth. The national and regional unemployment rates remain at elevated levels. These factors coupled with the weakness in the housing and real estate markets, have resulted in our prudent approach to credit quality, 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 problem loans. We continue to grow and transform the composition of our balance sheet. Total assets increased by $2.90 billion, or 22.8%, to $15.62 billion at December 31, 2013 from $12.72 billion at December 31, 2012. Excluding the Roma Financial acquisition, the remaining increase was largely the result of net loans, including loans held for sale, increasing $1.58 billion. Net loans, including loans held for sale, increased by $2.56 billion, or 24.7%, to $12.89 billion at December 31, 2013 from $10.34 billion at December 31, 2012. For the year ended December 31, 2013, we originated $1.59 billion in multi-family loans, $454.2 million in commercial real estate loans, $251.0 million in commercial and industrial loans, $79.6 million in consumer and other loans and $57.5 million in construction loans. 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 multi-family and commercial real estate loans we originate and purchase are secured by properties located primarily in New Jersey and New York. On December 6, 2013, we completed the acquisition of Roma Financial Corporation and its subsidiaries, Roma Bank and RomAsia Bank. On January 10, 2014, we completed the acquisition of Gateway Community Financial Corp. and its subsidiary, GCF Bank which are not reflected in the consolidated balance sheets or consolidated statements of income at and for the periods presented. The geographic market areas of both Roma Financial and Gateway Community have significant potential and expand our footprint from the suburbs of Philadelphia to the boroughs of New York and Long Island. 53 F O R M 1 0 - K We continue to stay focused on the execution of our strategic business plan in an effort to become a high performing banking franchise headquartered in the New Jersey- New York region. We will continue to enhance shareholder value through our strategic capital initiatives, including growth both organically and through acquisitions, stock buybacks and dividend payments. Critical Accounting Policies 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 loan with an outstanding balance greater than $1.0 million and on non-accrual status, loans modified in a troubled debt restructuring, and other commercial loans with an outstanding balance greater than $1.0 million if management has specific information that it is probable they will not collect all amounts due under the contractual terms of the loan agreement. 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. Purchased Credit-Impaired (“PCI”) loans, are loans acquired at a discount that is due, in part, to credit quality. PCI loans are accounted for in accordance with ASC Subtopic 310-30 and are initially recorded at fair value (as determined by the present value of expected future cash flows) with no valuation allowance (i.e., the allowance for loan losses). The difference between the undiscounted cash flows expected at acquisition and the initial carrying amount (fair value) of the PCI loans, or the “accretable yield,” is recognized as interest income utilizing the level-yield method over the life of the loans. Contractually required payments for interest and principal that exceed the undiscounted cash flows expected at acquisition, or the “non-accretable difference,” are not recognized as a yield adjustment, as a loss accrual or a valuation allowance. Reclassifications of the non-accretable difference to the accretable yield may occur subsequent to the loan acquisition dates due to 54 K - 0 1 M R O F increases in expected cash flows of the loans and result in an increase in yield on a prospective basis. On a quarterly basis, the Company analyzes the actual cash flow versus the forecasts and any adjustments to credit loss expectations are made based on actual loss recognized as well as changes in the probability of default. For period in which cash flows aren’t reforecasted, prior period’s estimated cash flows are adjusted to reflect the actual cash received and credit events which occurred during the current reporting period. 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 allowance contains reserves identified as unallocated to cover inherent losses within a given loan category which have not been otherwise reviewed or measured on an individual basis. Such reserves include the evaluation of the national and local economy, loan portfolio volumes, the composition and concentrations of credit, credit quality and delinquency trends. These reserves reflect management’s attempt to ensure that the overall allowance reflects a margin for imprecision and the uncertainty that is inherent in estimates of probable credit losses. 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 Accounting 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, construction loans, home equity loans and home equity lines of credit. These activities resulted in 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, multi-family loans and construction, 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 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, credit department 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. 55 F O R M 1 0 - K 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, taking into consideration the estimated length of time to complete the foreclosure process. 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 decline in the general economy, and a 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 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 56 K - 0 1 M R O F securities before their anticipated recovery of the remaining [carrying value], we have 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 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 accumulate 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. In connection with our annual impairment assessment we applied the guidance in FASB Accounting Standards Update (“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. For the year ended December 31, 2013, our qualitative assessment concluded that it was not more likely than not that the fair value of the reporting unit is less than its carrying amount and, therefore, the two-step goodwill impairment test was not required. 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. Subsequent increases in the fair value of impaired MSR are recognized only up to the amount of the previously recognized 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 valuation 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. 57 F O R M 1 0 - K 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. Core Deposit Premiums. Core deposit premiums represent the intangible value of depositor relationships assumed in purchase acquisitions and are amortized on an accelerated basis over 10 years. The Company periodically evaluates the value of core deposit premiums to ensure the carrying amount exceeds it’s implied fair value. 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. Comparison of Financial Condition at December 31, 2013 and December 31, 2012 Total Assets. Total assets increased by $2.90 billion, or 22.8%, to $15.62 billion at December 31, 2013 from $12.72 billion at December 31, 2012. Approximately $1.63 billion of this increase is attributed to the acquisition of Roma Financial. The remaining increases were largely the result of net loans including loans held for sale, increasing by $1.58 billion, excluding Roma Financial, to $12.89 billion at December 31, 2013 from $10.34 billion at December 31, 2012. In addition, stock in FHLB increased $27.6 million to $178.1 million at December 31, 2013 from $150.5 million at December 31, 2012. Net Loans. Net loans, including loans held for sale, increased by $2.56 billion, or 24.7%, to $12.89 billion at December 31, 2013 from $10.34 billion at December 31, 2012. At December 31, 2013, total loans were $13.06 billion which included $5.70 billion in residential loans, $3.99 billion in multi-family loans, $2.51 billion in commercial real estate loans, $202.3 million in construction loans, $404.0 million in consumer and other loans and $268.4 million in commercial and industrial loans. Net loans acquired from Roma Financial were $991.0 million. At December 31, 2012, total loans were $10.44 billion which included $4.84 billion in residential loans, $3.00 billion in multi-family loans, $1.97 billion in commercial real estate loans, $224.8 million in construction loans, $238.9 million in consumer and other loans and $169.3 million in commercial and industrial loans. For the year December 31, 2013, we originated $1.59 billion in multi-family loans, $454.2 million in commercial real estate loans, $251.0 million in commercial and industrial loans, $79.6 million in consumer and other loans and $57.5 million in construction loans. 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. 58 We originate residential mortgage loans through our mortgage subsidiary, Investors Home Mortgage Co. For the year ended December 31, 2013, Investors Home Mortgage Co. originated $1.45 billion in residential mortgage loans of which $379.8 million were for sale to third party investors and $1.07 billion 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 year December 31, 2013, we purchased loans totaling $1.05 billion from these entities. Our portfolio also contains 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 payments 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 outstanding was $341.7 million at December 31, 2013. The ability of borrowers to repay their obligations is dependent upon various factors including the borrower’s income and net worth, cash flows generated by the underlying collateral, value of the underlying collateral and priority of our lien on the property. Such factors are dependent upon various economic conditions and individual circumstances beyond our control. We, therefore, are subject to risk of loss. We maintain stricter underwriting criteria for these interest-only loans than we do for our amortizing loans. We believe 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. For the year ended December 31, 2013, our provision for loan losses was $50.5 million compared to $65.0 million for the year ended December 31, 2012. For the year ended December 31, 2013, net charge-offs were $18.7 million compared to $40.1 million for the year ended December 31, 2012. The year ended December 31, 2012 included a $6.2 million charge off pertaining to additional write down of residential loans in the process of foreclosure as a result of further deterioration in real estate values due to the extended period of time it was taking to obtain possession of properties collateralizing these loans. Our provision for the year ended December 31, 2013 is a result of continued growth in the loan portfolio, specifically the multi-family, commercial real estate and commercial and industrial portfolios; the inherent credit risk in our overall portfolio, particularly the credit risk associated with commercial real estate lending and commercial and industrial lending and the level of non-performing loans and delinquent loans caused by the adverse economic and real estate conditions in our lending area. K - 0 1 M R O F 59 Our past due loans and non-accrual loans discussed below exclude certain purchased credit impaired (PCI) loans, primarily consisting of loans recorded in the acquisitions of Roma Financial and Marathon Bank. Under U.S. GAAP, the PCI loans (acquired at a discount that is due, in part, to credit quality) are not subject to delinquency classification in the same manner as loans originated by Investors. The following table sets forth non-accrual loans and accruing past due loans (excluding delinquent PCI loans) on the dates indicated as well as certain asset quality ratios. F O R M 1 0 - K Residential and consumer Construction Multi-family Commercial real estate Commercial and industrial Total non-accrual loans Accruing troubled debt restructured loans Non-accrual loans to total loans Allowance for loan loss as a percent of non-accrual loans Allowance for loan loss as a percent of total loans December 31, 2013 September 30, 2013 June 30, 2013 March 31, 2013 December 31, 2012 # of Loans Amount # of Loans Amount # of Loans Amount # of Loans Amount # of Loans Amount (Dollars in millions) 304 18 5 12 4 $ 74.3 16.2 5.9 2.7 1.3 305 7 9 3 8 $ 75.1 14.2 16.8 1.6 1.9 286 9 10 3 6 $ 72.0 21.8 17.2 2.0 1.5 328 9 7 6 6 $ 84.1 24.1 14.5 10.2 2.8 354 9 5 $ 82.5 25.8 11.1 4 2 0.8 0.4 343 $ 100.4 332 $ 109.6 314 $ 114.5 356 $ 135.7 374 $ 120.6 50 $ 39.6 36 $ 24.5 29 $ 19.7 18 $ 9.0 22 $ 15.8 0.77% 0.95% 1.04% 1.28% 1.16% 173.30% 152.18% 134.90% 110.21% 117.92% 1.33% 1.45% 1.40% 1.41% 1.36% Total non-accrual loans decreased $20.2 million to $100.4 million at December 31, 2013 compared to $120.6 million at December 31, 2012 as we continue to diligently resolve our troubled loans. Excluding the loans acquired from Roma , our allowance for loan loss as a percent of total loans is 1.33%. At December 31, 2013, there were $51.0 million of loans deemed troubled debt restructuring, of which $21.0 million were residential and consumer loans, $12.2 million were multi-family loans, $11.7 million were commercial real estate loans, $4.5 million were construction loans and $1.6 million were commercial and industrial loans. The Company has classified $39.6 million of the troubled debt restructured loans as accruing and $11.4 million of these loans as non-accrual. 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 current loan repayment terms and which may cause the loan to be placed on non-accrual status. As of December 31, 2013, the Company has deemed potential problems loans totaling $35.2 million, which comprised of 15 commercial real estate loans totaling $26.6 million, 12 commercial and industrial loans totaling $6.2 million, five multi-family loans totaling $1.6 million and two construction loans totaling 829,000. Management is actively monitoring these loans. In late October 2012, our primary market area was adversely impacted by superstorm Sandy. The storm disrupted operations for many businesses in the area and caused substantial property damage in our lending area. In response to the storm, we waived late fees for two months and provided payment deferrals to borrowers impacted by the storm. Although the number of borrowers that have requested financial assistance from us has been limited, initially, the highest impacted areas along the coastline included 493 residential mortgage loans totaling approximately $275 million in principal outstanding with a weighted average loan-to-value of 67%. As 60 K - 0 1 M R O F of December 31, 2013, the population of loans in the impacted areas along the coastline had been reduced to 350 residential mortgage loans totaling approximately $187.2 million in principal outstanding. There have been no losses recorded through December 31, 2013 on any of the loans identified in the initial population. This represented approximately 3% and 6% of our residential mortgage portfolio at December 31, 2013 and 2012, respectively. Management will continue to monitor these loans. The allowance for loan losses increased by $31.7 million to $173.9 million at December 31, 2013 from $142.2 million at December 31, 2012. The increase in our allowance for loan losses is due to the growth of the loan portfolio and the increased credit risk in our overall portfolio, particularly the inherent credit risk associated with commercial lending. Future increases in the allowance for loan losses may be necessary based on the growth and composition of the loan portfolio, the level of non-performing loans and delinquent loans and the impact of the deterioration of the real estate and economic environments in our lending area. 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.” in the aggregate, Securities. Securities, increased by $51.6 million, or 3.3%, to $1.62 billion at December 31, 2013. We acquired $395.6 million of securities from Roma Financial and sold substantially all of that portfolio upon the completion of the acquisition. The increase is attributed to purchases partially offset by normal pay downs and maturities during the year ended December 31, 2013 and the decrease in market value of available for sale securities of $23.1 million from December 31, 2012. For the three months ended December 31, 2013, we recorded an OTTI charge on a previously impaired pooled trust preferred security. During the second quarter of 2013, the Company reclassified $524.0 million of securities available for sale to securities held to maturity as the Company has the intent and ability to hold these securities until maturity. In December, regulatory agencies adopted a rule on the treatment of certain collateralized debt obligations backed by trust preferred securities to implement sections of the Dodd-Frank Wall Street Reform and Consumer Protection Act, known as the Volcker Rule. Upon evaluation of the impact of the Volcker Rule, the Company reclassified a trust preferred security with a fair value of $670,000 from held-to maturity to available for sale as the Company will be required to sell this security. The security had no unrealized loss at the time of transfer. Other Assets, Stock in the Federal Home Loan Bank, Bank Owned Life Insurance. The amount of stock we own in the Federal Home Loan Bank (FHLB) increased by $27.6 million to $178.1 million at December 31, 2013 from $150.5 million at December 31, 2012 as a result of an increase in our level of borrowings. Deposits. Deposits increased by $1.95 billion or 22.2% from $8.77 billion at December 31, 2012 to $10.72 billion at December 31, 2013 of which $1.34 billion is from the acquisition of Roma Financial. Core deposits increased $1.53 billion or 26.4%, as well as an increase to certificates of deposit totaling $418.6 million. Core deposits represents approximately 68% of our total deposit portfolio. Borrowed Funds. Borrowed funds increased $661.6 million, or 24.5%, to $3.37 billion at December 31, 2013 from $2.71 billion at December 31, 2012 due to the funding of our asset growth. Stockholders’ Equity. Stockholders’ equity increased $267.5 million to $1.33 billion at December 31, 2013 from $1.07 billion at December 31, 2012. The increase is primarily attributed to the $112.0 million of net income for the year ended December 31, 2013 as well as an increase of $179.1 million attributed to the acquisition of Roma Financial. These increases were offset by an $18.1 million increase to other comprehensive loss primarily attributed to the decrease in value of available for sale securities at December 31, 2013. For the year ended December 31, 2013, quarterly $0.05 cash dividends totaling $22.4 million were paid to stockholders, impacting stockholders’ equity. Analysis of Net Interest Income Net interest income represents the difference between income we earn on our interest-earning assets and the expense we pay on interest-bearing liabilities. Net interest income depends on the volume of interest-earning assets and interest-bearing liabilities and the interest rates earned on such assets and paid on such liabilities. 61 F O R M 1 0 - K Average Balances and Yields. The following tables set forth average balance sheets, average yields and costs, and certain other information for the periods indicated. No tax-equivalent yield adjustments were made, as the effect thereof was not material. All average balances are daily average balances. Non-accrual loans were included in the computation of average balances, but have been reflected in the table as loans carrying a zero yield. The yields set forth below include the effect of deferred fees, discounts and premiums that are amortized or accreted to interest income or expense. For the Year Ended December 31, 2013 2012 2011 Average Outstanding Balance Interest Earned/ Paid Average Yield/ Rate Average Outstanding Balance Interest Earned/ Paid Average Yield/ Rate Average Outstanding Balance Interest Earned/ Paid Average Yield/ Rate (Dollars in thousands) $ 136,656 $ 49 0.04% $ 96,945 $ 40 0.04% $ 70,079 $ 37 0.05% 1,092,497 449,742 18,638 15,362 11,065,190 504,622 6,397 168,028 1.71 3.42 4.56 3.81 1,250,391 221,524 22,521 12,852 9,271,550 455,221 5,555 124,385 1.80 5.80 4.91 4.47 692,664 369,553 15,431 19,447 8,461,031 434,377 4,280 101,764 2.23 5.26 5.13 4.21 Interest-earning assets: Interest-bearing deposits Securities available-for- sale Securities held-to-maturity Net loans Stock in FHLB Total interest-earning assets 12,912,113 545,068 4.22 10,964,795 496,189 4.53 9,695,091 473,572 4.88 Non-interest-earning assets 564,764 Total assets $13,476,877 493,278 $11,458,073 411,009 $10,106,100 Interest-bearing liabilities: Savings deposits Interest-bearing checking Money market accounts Certificates of deposit Total interest-bearing deposits Borrowed funds Total interest-bearing $ 1,775,454 $ 1,791,345 1,646,235 2,849,573 6,320 6,245 7,537 29,867 0.36% $ 1,535,636 $ 0.35 0.46 1.05 1,467,583 1,342,366 3,155,041 7,859 6,586 7,937 41,200 0.51% $ 1,230,093 $ 0.45 0.59 1.31 1,075,694 929,291 3,393,105 9,713 5,999 7,275 56,902 0.79% 0.56 0.78 1.68 8,062,607 3,180,473 49,969 59,673 0.62 1.88 7,500,626 2,224,126 63,582 59,862 0.85 2.69 6,628,183 2,075,598 79,889 64,599 1.21 3.11 liabilities 11,243,080 109,642 0.98 9,724,752 123,444 1.27 8,703,781 144,488 1.66 Non-interest-bearing liabilities Total liabilities Stockholders’ equity Total liabilities and stockholders’ equity 1,113,121 12,356,201 1,120,676 710,894 10,435,646 1,022,427 466,876 9,170,657 935,452 $13,476,877 $11,458,073 $10,106,109 Net interest income $435,426 $372,745 $329,084 Net interest rate spread(1) 3.25% 3.26% Net interest-earning assets(2) Net interest margin(3) Ratio of interest-earning assets to total interest- bearing liabilities $ 1,669,033 $ 1,240,043 $ 991,319 3.37% 3.40% 1.15x 1.13x 1.11x 3.22% 3.39% (1) Net interest rate spread represents the difference between the yield on average interest-earning assets and the cost of average interest-bearing liabilities. (2) Net interest-earning assets represent total interest-earning assets less total interest-bearing liabilities. (3) Net interest margin represents net interest income divided by average total interest-earning assets. 62 Rate/Volume Analysis The following table presents the effects of changing rates and volumes on our net interest income for the periods indicated. The rate column shows the effects attributable to changes in rate (changes in rate multiplied by prior volume). The volume column shows the effects attributable to changes in volume (changes in volume multiplied by prior rate). The net column represents the sum of the prior columns. For purposes of this table, changes attributable to both rate and volume, which cannot be segregated, have been allocated proportionately, based on the changes due to rate and the changes due to volume. Interest — earning assets: Interest-bearing deposits Securities available-for-sale Securities held-to-maturity Net loans Stock in FHLB Total interest-earning assets Interest — bearing liabilities: Savings deposits Interest-bearing checking Money market accounts Certificates of deposit Total deposits Borrowed funds Total interest-bearing liabilities Increase in net interest income Years Ended December 31, 2013 vs. 2012 Years Ended December 31, 2012 vs. 2011 Increase (Decrease) Due to Volume Rate Net Increase (Decrease) Increase (Decrease) Due to Volume Rate Net Increase (Decrease) (In thousands) $ 15 (2,850) 7,008 91,757 1,747 (6) (1,033) (4,498) (42,356) (905) 9 (3,883) 2,510 49,401 842 $ 10 9,776 (5,697) 47,874 997 (7) (2,686) (898) (27,030) 278 3 7,090 (6,595) 20,844 1,275 97,677 (48,798) 48,879 52,960 (30,343) 22,617 1,101 1,292 1,594 (3,730) (2,640) (1,633) (1,994) (7,603) (1,539) (341) (400) (11,333) 2,061 1,908 2,725 (3,780) (3,915) (1,321) (2,063) (11,922) (1,854) 587 662 (15,702) 257 20,773 (13,870) (20,962) (13,613) (189) 2,914 1,563 (19,221) (6,300) (16,307) (4,737) 21,030 (34,832) (13,802) 4,477 (25,521) (21,044) $76,647 (13,966) 62,681 $48,483 (4,822) 43,661 K - 0 1 M R O F Comparison of Operating Results for the Year Ended December 31, 2013 and 2012 Net Income. Net income for the year ended December 31, 2013 was $112.0 million compared to net income of $88.8 million for the year ended December 31, 2012. Net Interest Income. Net interest income increased by $62.7 million, or 16.8%, to $435.4 million for the year ended December 31, 2013 from $372.7 million for the year ended December 31, 2012. The increase was primarily due to the average balance of interest earning assets increasing $1.94 billion to $12.91 billion at December 31, 2013 compared to $10.97 billion at December 31, 2012, as well as a 29 basis point decrease in our cost of interest-bearing liabilities to 0.98% for the year ended December 31, 2013 from 1.27% for the year ended December 31, 2012. These were partially offset by the average balance of our interest bearing liabilities increasing $1.52 billion to $11.24 billion at December 31, 2013 compared to $9.72 billion at December 31, 2012, as well as the yield on our interest-earning assets decreasing 31 basis points to 4.22% for the year ended December 31, 2013 from 4.53% for the year ended December 31, 2012. The net interest spread decreased one basis point to 3.25% for the year ended December 31, 2013 from 3.26% for the year ended December 31, 2012. Interest and Dividend Income. Total interest and dividend income increased by $48.9 million, or 9.9%, to $545.1 million for the year ended December 31, 2013 from $496.2 million for the year ended December 31, 2012. This increase is attributed to the average balance of interest-earning assets increasing $1.94 billion, or 17.7%, to $12.91 billion for the year ended December 31, 2013 from $10.97 billion for the year ended 63 December 31, 2012. This was partially offset by the weighted average yield on interest-earning assets decreasing 31 basis points to 4.22% for the year ended December 31, 2013 compared to 4.53% for the year ended December 31, 2012 reflecting the lower interest rate environment. Interest income on loans increased by $49.4 million, or 10.9%, to $504.6 million for the year ended December 31, 2013 from $455.2 million for the year ended December 31, 2012, reflecting a $1.79 billion, or 19.4%, increase in the average balance of net loans to $11.07 billion for the year ended December 31, 2013 from $9.27 billion for the year ended December 31, 2012. The average balance of residential loans increased $63.3 million for the year ended December 31, 2013. The additional increases are primarily attributed to the average balance of multi-family loans, commercial real estate loans and commercial and industrial loans increasing $1.20 billion, $538.2 million and $56.9 million, respectively, as we continue to focus on diversifying our loan portfolio by adding more multi-family loans and commercial real estate loans. This increase was partially offset by a 35 basis point decrease in the average yield on net loans to 4.56% for the year ended December 31, 2013 from 4.91% for the year ended December 31, 2012. Prepayment penalties, which are included in interest income increased to $15.9 million for the year ended December 31, 2013 from $8.6 million for the year ended December 31, 2012, however the decrease in average yield on net loans reflects lower rates on new and refinanced loans due to the current interest rate environment. F O R M 1 0 - K Interest income on all other interest-earning assets, excluding loans, decreased by $522,000, or 1.3%, to $40.4 million for the year ended December 31, 2013 from $41.0 million for the year ended December 31, 2012. This decrease reflected the weighted average yield on interest-earning assets, excluding loans, decreasing by 23 basis points to 2.19% for the year ended December 31, 2013 compared to 2.42% for the year ended December 31, 2012 reflecting the current interest rate environment. This was partially offset by a $150.7 million increase in the average balance of all other interest-earning assets, excluding loans, to $1.85 billion for the year ended December 31, 2013 from $1.70 billion for the year ended December 31, 2012. Interest Expense. Total interest expense decreased by $13.8 million, or 11.2%, to $109.6 million for the year ended December 31, 2013 from $123.4 million for the year ended December 31, 2012. This decrease is attributed to the weighted average cost of total interest-bearing liabilities decreasing 29 basis points to 0.98% for the year ended December 31, 2013 compared to 1.27% for the year ended December 31, 2012. This was partially offset by the average balance of total interest-bearing liabilities increasing by $1.52 billion, or 15.6%, to $11.24 billion for the year ended December 31, 2013 from $9.72 billion for the year ended December 31, 2012. Interest expense on interest-bearing deposits decreased $13.6 million, or 21.4% to $50.0 million for the year ended December 31, 2013 from $63.6 million for the year ended December 31, 2012. This decrease is attributed to a 23 basis point decrease in the average cost of interest-bearing deposits to 0.62% for the year ended December 31, 2013 from 0.85% for the year ended December 31, 2012 as deposit rates reflect the lower interest rate environment. This was partially offset by the average balance of total interest-bearing deposits increasing $562.0 million, or 7.5%, to $8.06 billion for the year ended December 31, 2013 from $7.50 billion for the year ended December 31, 2012. The average balances of core deposit accounts (savings, checking and money market) increased $867.4 million for the year ended December 31, 2013 over the prior year period. Interest expense on borrowed funds remained flat at $59.7 million for the year ended December 31, 2013.Although the expense was consistent for both periods, the average cost of borrowed funds decreased by 81 basis points to 1.88% for the year ended December 31, 2013 from 2.69% for the year ended December 31, 2012 as maturing and new borrowings repriced to current interest rates, while the average balance of borrowed funds increased by $956.3 million or 43.0%, to $3.18 billion for the year ended December 31, 2013 from $2.22 billion for the year ended December 31, 2012 Provision for Loan Losses. For the year ended December 31, 2013, our provision for loan losses was $50.5 million compared to $65.0 million for the year ended December 31, 2012. For the year ended December 31, 2013, net charge-offs were $18.7 million compared to $40.1 million for the year ended December 31, 2012. Our 64 K - 0 1 M R O F provision for the year ended December 31, 2013 is a result of continued growth in the loan portfolio, specifically the multi-family and commercial real estate portfolios; the inherent credit risk in our overall portfolio, particularly the credit risk associated with commercial real estate lending and commercial and industrial lending; the level of non-performing loans and delinquent loans caused by the adverse economic and real estate conditions in our lending area. Non-Interest Income. Total non-interest income decreased by $7.5 million, or 17.1% to $36.6 million for the year ended December 31, 2013 from $44.1 million for the year ended December 31, 2012. The decrease is primarily attributed to the gain on the sale of loans decreasing $12.1 million to $8.7 million for the year ended December 31, 2013 compared to $20.9 million for the year ended December 31, 2012 due to lower volume of sales in the secondary market at slightly lower margins as well as a decrease of $498,000 on gains on security transactions during the year ended December 31, 2013. For the year ended December 31, 2013 the Company had net impairment losses on investment securities of $977,000 discussed above. These decreases were offset by increases to fees and service charges of $2.2 million, which included a $1.6 million reversal of a previously established valuation reserve on mortgage servicing rights, and net gains on sale of other real estate owned of $1.6 million. Other income increased by $1.1 million as a result of income on increased sales of non-deposit investment products. Non-Interest Expenses. Total non-interest expenses increased by $38.7 million, or 18.7%, to $245.7 million for the year ended December 31, 2013 from $207.0 million for the year ended December 31, 2012. Included in non-interest expenses for the year ended December 31, 2013 and 2012 are non-recurring acquisition related expenses of $5.6 million and $13.3 million, respectively. Excluding acquisition related expenses, compensation and fringe benefits increased $23.4 million for the year ended December 31, 2013 primarily as a result of the staff additions to support our continued growth, a $1.8 million one-time charge related to medical insurance, as well as normal merit increases The Company has continued to increase its branch network and enter new markets through acquisitions as well as organic growth. Exclusive of the non-recurring acquisition expenses, this has resulted in an increase to occupancy expense, data processing, professional fees and advertising expenses of $5.7 million, $4.9 million, $3.3 million and $1.7 million, the year ended December 31, 2013. Additionally, for the years ended December 31, 2013 and December 31, 2012, occupancy expense includes a one-time charge of approximately $1.0 million and $3.0 million, respectively, for the early termination of certain leased facilities. Our FDIC insurance premium also increased by $4.2 million for the year ended December 31, 2013 as compared to the year ended December 31, 2012. This increase is a result of the FDIC final rules for determining deposit insurance assessment, effective March 1, 2013. Excluding non-recurring acquisition expenses, other operating expense increased by $2.7 million for the year ended December 31, 2013 related to higher recruiting, training and insurance expenses, and amortization of deposit premium increased $580,000. respectively, for Income Tax Expense. Income tax expense was $63.8 million for the year ended December 31, 2013, representing a 36.27% effective tax rate compared to income tax expense of $56.1 million for the year ended December 31, 2012 representing a 38.72% effective tax rate. Comparison of Operating Results for the Year Ended December 31, 2012 and 2011 Net Income. Net income for the year ended December 31, 2012 was $88.8 million compared to $78.9 million for the year ended December 31, 2011. Net Interest Income. Net interest income increased by $43.7 million, or 13.3%, to $372.7 million for the year ended December 31, 2012 from $329.1 million for the year ended December 31, 2011. The increase was primarily due to the average balance of interest earning assets increasing $1.27 billion to $10.96 billion at December 31, 2012 compared to $9.70 billion at December 31, 2011, as well as a 39 basis point decrease in our cost of interest-bearing liabilities to 1.27% for the year ended December 31, 2012 from 1.66% for the year ended December 31, 2011. These were partially offset by the average balance of our interest bearing liabilities increasing $1.02 billion to $9.72 billion at December 31, 2012 compared to $8.70 billion at December 31, 2011, 65 F O R M 1 0 - K as well as the yield on our interest-earning assets decreasing 35 basis points to 4.53% for the year ended December 31, 2012 from 4.88% for the year ended December 31, 2011. While the average 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 increasing by one basis point to 3.40% for the year ended December 31, 2012. from 3.39% for the year ended December 31, 2011. Interest and Dividend Income. Total interest and dividend income increased by $22.6 million or 4.8%, to $496.2 million for the year ended December 31, 2012 from $473.6 million for the year ended December 31, 2011. This increase is attributed to the average balance of interest-earning assets increasing $1.27 billion, or 13.1%, to $10.96 billion for the year ended December 31, 2012 from $9.70 billion for the year ended December 31, 2011. This was partially offset by the weighted average yield on interest-earning assets decreasing 35 basis points to 4.53% for the year ended December 31, 2012 compared to 4.88% for the year ended December 31, 2011. Interest income on loans increased by $20.8 million, or 4.8% to $455.2 million for the year ended December 31, 2012 from $434.4 million for the year ended December 31, 2011, reflecting a $810.5 million, or 9.6%, increase in the average balance of net loans to $9.27 billion for the year ended December 31, 2012 from $8.46 billion for the year ended December 31, 2011. The increase is primarily attributed to the average balance of multi-family loans and commercial real estate loans increasing $693.3 million and $236.7 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 $8.8 million in loan prepayment fees in interest income for the year ended December 31, 2012 compared to $2.6 million for the year ended December 31, 2011. This was offset by the decrease in the average balance of construction and residential loans of $72.2 million and $63.1 million respectively, for the year ended December 31, 2012 and a 22 basis point decrease in the average yield on net loans to 4.91% for the year ended December 31, 2012 from 5.13% for the year ended December 31, 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 $1.8 million, or 4.5%, to $41.0 million for the year ended December 31, 2012 from $39.2 million for the year ended December 31, 2011. This increase reflected a $459.1 million increase in the average balance of all other interest-earning assets, excluding loans, to $1.69 billion for the year ended December 31, 2012 from $1.23 billion for the year ended December 31, 2011. This was offset by the weighted average yield on interest-earning assets, excluding loans, decreasing by 76 basis points to 2.42% for the year ended December 31, 2012 compared to 3.18% for the year ended December 31, 2011 reflecting the current interest rate environment. Interest Expense. Total interest expense decreased by $21.0 million or 14.5%, to $123.4 million for the year ended December 31, 2012 from $144.5 million for the year ended December 31, 2011. This decrease is attributed to the weighted average cost of total interest-bearing liabilities decreasing 39 basis points to 1.27% for the year ended December 31, 2012 compared to 1.66% for the year ended December 31, 2011. This was partially offset by the average balance of total interest-bearing liabilities increasing by $1.02 billion, or 11.7%, to $9.72 billion for the year ended December 31, 2012 from $8.70 billion for the year ended December 31, 2011. Interest expense on interest-bearing deposits decreased $16.3 million or 20.4% to $63.6 million for the year ended December 31, 2012 from $79.9 million for the year ended December 31, 2011. This decrease is attributed to a 36 basis point decrease in the average cost of interest-bearing deposits to 0.85% for the year ended December 31, 2012 from 1.21% for the year ended December 31, 2011 as deposit rates reflect the lower interest rate environment. This was partially offset by the average balance of total interest-bearing deposits increasing $872.4 million, or 13.2%, to $7.50 billion for the year ended December 31, 2012 from $6.63 billion for the year ended December 31, 2011. Core deposit accounts- savings, checking and money market accounts outpaced average total interest-bearing deposit growth as average core deposits increased $1.11 billion. Interest expense on borrowed funds decreased by $4.7 million, or 7.3% to $59.9 million for the year ended December 31, 2012 from $64.6 million for the year ended December 31, 2011. This decrease is attributed to the 66 K - 0 1 M R O F average cost of borrowed funds decreasing 42 basis points to 2.69% for the year ended December 31, 2012 from 3.11% for the year ended December 31, 2011 as maturing borrowings repriced to lower interest rates. This was partially offset by the average balance of borrowed funds increasing by $148.5 million or 7.2%, to $2.22 billion for the year ended December 31, 2012 from $2.08 billion for the year ended December 31, 2011. Provision for Loan Losses. Our provision for loan losses for the year ended December 31, 2012 was $65.0 million compared to $75.5 million for the year ended December 31, 2011. Net charge-offs totaled $40.1 million for the year ended December 31, 2012 compared to $49.2 million for the year ended December 31, 2011. Our provision for the year ended December 31, 2012 is a result of continued growth in the loan portfolio, specifically the multi-family and commercial real estate portfolios; the inherent credit risk in our overall portfolio, particularly the credit risk associated with commercial real estate lending; the level of non-performing loans and delinquent loans caused by the adverse economic and real estate conditions in our lending area; and the impact of superstorm Sandy. Non-Interest Income. Total non-interest income increased by $14.9 million, or 51.1% to $44.1 million for the year ended December 31, 2012 from $29.2 million for the year ended December 31, 2011. The increase is primarily attributed to the gain on the sale of loans increasing $11.1 million to $20.9 million. 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 $2.1 million to $16.6 million for the year ended December 31, 2012, offset by a $977,000 impairment charge of mortgage servicing rights. Other non- interest income increased by $1.6 million primarily from the fees associated with the sale of non-deposit investment products. Non-Interest Expenses. Total non-interest expenses increased by $49.4 million, or 31.4%, to $207.0 million for the year ended December 31, 2012 from $157.6 million for the year ended December 31, 2011. This increase included $13.3 million of acquisition related expenses. Compensation and fringe benefits increased $23.5 million primarily as a result of the staff additions to support our continued growth, including employees from the acquisitions of Marathon Bank and Brooklyn Federal, as well as normal merit increases and $6.4 million in acquisition related expenses. Occupancy expense increased $6.8 million due to our increased branch network and operations center as well as 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. Professional fees increased $4.2 million which included $2.9 million of acquisition related expenses. Data processing expenses increased $7.6 million primarily due to increased volume of accounts and $4.0 million in acquisition related expenses. Income Tax Expense. Income tax expense was $56.1 million for the year ended December 31, 2012, representing a 38.72% effective tax rate compared to income tax expense of $46.3 million for the year ended December 31, 2011 representing a 36.98% effective tax rate. The increase in the effective tax rate is partially attributed to the non-deductible acquisition related expenses. Management of 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 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 67 F O R M 1 0 - K possible, the exposure of our net interest income to changes in market interest rates. Our Asset Liability Committee, which primarily 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 Asset Liability 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. increase as prevailing market rates increase. However, the current 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. At December 31, 2013, approximately 35.7% of our residential portfolio was in variable rate products, while 64.3% was in fixed rate products. 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 rates earned on these mortgage loans will low 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 loans, particularly multi-family loans, as these loan types reduce our interest rate risk due to their shorter term compared to 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 that 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 assets and liabilities 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 December 31, 2013, 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 68 K - 0 1 M R O F 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. Change in Interest Rates (basis points) + 200bp 0bp -100bp Net Portfolio Value(1)(2) Net Interest Income(3) Estimated NPV Estimated Increase (Decrease) Amount Percent Estimated Net Interest Income Estimated Increase (Decrease) Amount Percent (Dollars in thousands) $1,288,902 $1,528,213 $1,451,981 (239,311) — (76,232) (15.7)% $445,235 — $477,500 (5.0)% $481,788 (32,265) — 4,288 (6.8)% — 0.9% (1) Assumes an instantaneous and parallel shift in interest rates at all maturities. (2) NPV is the discounted present value of expected cash flows from assets, liabilities and off-balance sheet contracts. (3) Assumes a gradual change in interest rates over a one year period at all maturities. The table set forth above indicates at December 31, 2013, in the event of a 200 basis points increase in interest rates, we would be expected to experience a 15.7% decrease in NPV and a $32.3 million, or 6.8%, decrease in net interest income. In the event of a 100 basis points decrease in interest rates, we would be expected to experience a 5.0% decrease in NPV and a $4.3 million, or 0.9%, increase in 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. 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. Liquidity and Capital Resources Liquidity is the ability to meet current and future financial obligations of a short-term nature. Our primary sources of liquidity consist of deposit inflows, loan repayments and maturities and borrowings from the FHLB and others. While maturities and scheduled amortization of loans and securities are predictable sources of funds, deposit flows and mortgage prepayments are greatly influenced by general interest rates, economic conditions and competition. From time to time we may evaluate the sale of securities as a possible liquidity source. Our Asset Liability Committee is responsible for establishing and monitoring our liquidity targets and strategies to ensure that sufficient liquidity exists for meeting the borrowing needs of our customers as well as unanticipated contingencies. We regularly adjust our investments in liquid assets based upon our assessment of (1) expected loan demand, (2) expected deposit flows, (3) yields available on interest-earning deposits and securities, and (4) the objectives of our asset/liability management program. Excess liquid assets are invested generally in interest- earning deposits and short- and intermediate-term securities. 69 F O R M 1 0 - K Our primary source of funds is cash provided by principal and interest payments on loans and securities. Principal repayments on loans for the years ended December 31, 2013, 2012 and 2011 were $2.75 billion, $2.42 billion and $2.03 billion, respectively. Principal repayments on securities for the years ended December 31, 2013, 2012 and 2011 were $385.5 million, $462.8 million and $380.0 million, respectively. There were sales of securities during years ended December 31, 2013, 2012 and 2011 of $426.2 million, $231.7 million and $58.3 million, respectively. In addition to cash provided by principal and interest payments on loans and securities, our other sources of funds include cash provided by operating activities, deposits and borrowings. Net cash provided by operating activities for the years ended December 31, 2013, 2012 and 2011 totaled $176.4 million, $224.8 million and $200.5 million, respectively. For the year ended December 31, 2013, excluding the deposits from the Roma acquisition, total deposits increased of $608.8 million. For the year ended December 31, 2012, excluding deposits from the Marathon and Brooklyn acquisitions, total deposits increased $243.5 million. For the year ended December 31, 2011 total deposits increased $652.3 million. Deposit flows are affected by the overall level of market interest rates, the interest rates and products offered by us and our local competitors, and other factors. Excluding borrowed funds assumed in the Roma acquisition, net borrowed funds increased $569.6 million for the year ended December 31, 2013. Excluding borrowed funds assumed in the Brooklyn Federal and Marathon National acquisitions, net borrowed funds increased $436.8 million for the year ended December 31, 2012. Our net borrowings for the year ended December 31, 2011 increased $429.0 million. The increase in borrowings was largely due to new loan originations outpacing the deposit growth. Our primary use of funds is for the origination and purchase of loans and the purchase of securities. During the years ended December 31, 2013, 2012, and 2011, we originated loans of $3.50 billion, $2.68 billion and $2.24 billion, respectively. During the year ended December 31, 2013, excluding loans purchased in the acquisition of Roma, we purchased loans of $1.05 million. During the year ended December 31, 2012, excluding loans purchased in the acquisitions of Brooklyn Federal and Marathon National, we purchased loans of $638.8 million. During the year ended December 31, 2011 we purchased loans of $710.9 million. We acquired $395.6 million of securities from Roma Financial and sold substantially all of that portfolio upon the completion of the acquisition. During the year ended December 31, 2013, excluding the securities purchased in the Roma Financial acquisition, we purchased securities of $508.4 million. During the year ended December 31, 2012, excluding the securities purchased in the acquisition of Brooklyn Federal and Marathon National, we purchased securities of $777.1 million. During the year ended December 31, 2011, we purchased securities of $616.6 million. In addition, we utilized $1.5 million, $902,000 and $32.5 million during the years ended December 31, 2013, 2012 and 2011, respectively, to repurchase shares of our common stock under our stock repurchase plans. At December 31, 2013, we had $627.0 million in loan commitments outstanding. In addition to commitments to originate and purchase loans, we had $519.4 million in unused home equity, overdraft lines of credit, and undisbursed business and construction loans. Certificates of deposit due within one year of December 31, 2013 totaled $2.17 billion, or 64.1% of total deposits. If these deposits do not remain with us, we will be required to seek other sources of funds, including but not limited to other certificates of deposit and FHLB advances. Depending on market conditions, we may be required to pay higher rates on such deposits or other borrowings than we currently pay on the certificates of deposit due on or before December 31, 2013. We believe, however, based on past experience that a significant portion of our certificates of deposit will remain with us. We have the ability to attract and retain deposits by adjusting the interest rates offered. Liquidity management is both a daily and long-term function of business management. Our most liquid assets are cash and cash equivalents. The levels of these assets depend upon our operating, financing, lending and investing activities during any given period. At December 31, 2013, cash and cash equivalents totaled $250.7 million. Securities classified as available-for-sale, which provide additional sources of liquidity, totaled $785.0 million at December 31, 2013. If we require funds beyond our ability to generate them internally, borrowing agreements exist with the FHLB and other financial institutions, which provide an additional source of funds. At December 31, 2013, the Company participated in the FHLB’s Overnight Advance program. This 70 program allows members to borrow overnight up to their maximum borrowing capacity at the FHLB. At December 31, 2013 our borrowing capacity at the FHLB was $6.89 billion, of which the Company had outstanding borrowings of $3.12 billion and outstanding letters of credit of $1.18 billion. The overnight advances are priced at the federal funds rate plus a spread (generally between 20 and 30 basis points) and re-price daily. In addition, the Bank had an effective commitment for unsecured discretionary overnight borrowings with other institutions totaling $100.0 million, of which no balance was outstanding at December 31, 2013. Investors Bank is subject to various regulatory capital requirements, including a risk-based capital measure. The risk-based capital guidelines include both a definition of capital and a framework for calculating risk- weighted assets by assigning balance sheet assets and off-balance sheet items to broad risk categories. At December 31, 2013, Investors Bank exceeded all regulatory capital requirements. Investors Bank is considered “well capitalized” under regulatory guidelines. See Item 1 Business “Supervision and Regulation — Federal Banking Regulation — Capital Requirements.” Off-Balance Sheet Arrangements and Aggregate Contractual Obligations Off-Balance Sheet Arrangements. As a financial services provider, we routinely are a party to various financial instruments with off-balance-sheet risks, such as commitments to extend credit and unused lines of credit. While these contractual obligations represent our future cash requirements, a significant portion of our commitments to extend credit may expire without being drawn upon. Such commitments are subject to the same credit policies and approval processes that we use for loans that we originate. Contractual Obligations. In the ordinary course of our operations, we enter into certain contractual obligations. Such obligations include operating leases for premises and equipment. K - 0 1 M R O F The following table summarizes our significant fixed and determinable contractual obligations and other funding needs by payment date at December 31, 2013. The payment amounts represent those amounts due to the recipient and do not include any unamortized premiums or discounts or other similar carrying amount adjustments. Contractual Obligations Other borrowed funds Repurchase agreements Operating leases Total Payments Due by Period Less than One Year One to Three Years Three to Five Years More than Five Years Total $1,115,993 98,211 15,470 626,000 10,500 30,384 (In thousands) 806,006 158,970 27,050 551,594 — 86,575 3,099,593 267,681 159,479 $1,229,674 666,884 992,026 638,169 3,526,753 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 adoption of this pronouncement did not have a material impact on the Company’s financial condition or results of operations. In January 2013, the FASB issued ASU 2013-01, Scope of Disclosures about Offsetting Assets and Liabilities. The main provision of ASU 2013-1 is to clarify the scope of the new offsetting disclosures required repurchase and reverse under ASU 2011-11 to derivatives, including bifurcated embedded derivatives; 71 F O R M 1 0 - K repurchase agreements and securities borrowing and lending transactions that are either offset in the statement of financial position or subject to an enforceable master netting arrangement regardless of their presentation in the financial statements. 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 February 2013, the FASB issued ASU 2013-02, “Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income”. This ASU requires entities to disclose the effect of items reclassified out of accumulated other comprehensive income (AOCI) on each affected net income line item. For AOCI reclassification items that are not reclassified in their entirety into net income, a cross reference to other required US GAAP disclosures. This information may be provided either in the notes or parenthetically on the face of the financials. For public entities, reporting periods beginning after December 15, 2012 and interim periods within those years. The Company has presented comprehensive income in a separate Consolidated Statements of Comprehensive Income and in Note 18 of the Notes to Consolidated Financial Statements. the guidance is effective for annual In July 2013, the FASB issued ASU 2013-11, “Income Taxes, Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists”. The amendments of this update state that an unrecognized tax benefit, or a portion of an unrecognized tax benefit, should be presented in the financial statements as a reduction to a deferred tax asset for a net operating loss carryforward, a similar tax loss, or a tax credit carryforward. This ASU applies to all entities that have unrecognized tax benefits when a net operating loss carryforward, a similar tax loss, or a tax credit carryforward exists at the reporting date. The amendments in this ASU are effective for fiscal years, and interim periods within those years, beginning after December 15, 2013. Early adoption is permitted. The amendments should be applied prospectively to all unrecognized tax benefits that exist at the effective date. Retrospective application is permitted. 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 January 2014, the FASB issued ASU 2014-04, “Receivables — Troubled Debt Restructurings by Creditors (Subtopic 310-40) Reclassification of Residential Real Estate Collateralized Consumer Mortgage Loans upon Foreclosure,” which applies to all creditors who obtain physical possession of residential real estate property collateralizing a consumer mortgage loan in satisfaction of a receivable. The amendments in this update clarify when an in substance repossession or foreclosure occurs and requires disclosure of both (1) the amount of foreclosed residential real estate property held by a creditor and (2) the recorded investment in consumer mortgage loans collateralized by residential real estate property that are in the process of foreclosure according to local requirements of the applicable jurisdiction. The amendments in ASU 2014-04 are effective for public business entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2014. Early adoption is permitted and entities can elect to adopt a modified retrospective transition method or a prospective transition method. 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 January 2014, the FASB, issued ASU, 2014-01, “Investments — Equity Method and Joint Ventures (Subtopic 323) Accounting for Investments in Qualified Affordable Housing Projects,” which applies to all reporting entities that invest in flow-through limited liability entities that manage or invest in affordable housing projects that qualify for the low-income housing tax credit. Currently under GAAP, a reporting entity that invests in a qualified affordable housing project may elect to account for that investment using the effective yield method if all of the conditions are met. For those investments that are not accounted for using the effective yield method, GAAP requires that they be accounted for under either the equity method or the cost method. Certain of the conditions required to be met to use the effective yield method were restrictive and thus prevented many such investments from qualifying for the use of the effective yield method. The amendments in this update modify the conditions that a reporting entity must meet to be eligible to use a method other than the equity or cost methods the to account for qualified affordable housing project amendments permit an entity to use the proportional amortization method to amortize the initial cost of the investment in proportion to the amount of tax credits and other tax benefits received and recognize the net investments. If the modified conditions are met, 72 investment performance in the income statement as a component of income tax expense (benefit). Additionally, the amendments introduce new recurring disclosures about all investments in qualified affordable housing projects irrespective of the method used to account for the investments. The amendments in ASU 2014-01 are effective for public business entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2014. Early adoption is permitted. 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. Impact of Inflation and Changing Prices The consolidated financial statements and related notes of Investors Bancorp, Inc. have been prepared in accordance with U.S. generally accepted accounting principles (GAAP). GAAP generally requires the measurement of financial position and operating results in terms of historical dollars without considering changes in the relative purchasing power of money over time due to inflation. The impact of inflation is reflected in the increased cost of our operations. Unlike industrial companies, our assets and liabilities are primarily monetary in nature. As a result, changes in market interest rates have a greater impact on performance than the effects of inflation. ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK For information regarding market risk see Item 7- “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA The Financial Statements are included in Part IV, Item 15 of this Form 10-K. ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND K - 0 1 M R O F FINANCIAL DISCLOSURE Not Applicable. ITEM 9A. CONTROLS AND PROCEDURES (a) Evaluation of disclosure controls and procedures. With the participation of management, the Principal Executive Officer and Principal Financial Officer have evaluated the effectiveness of the design and operation of the Company’s disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act) as of December 31, 2013. Based upon that evaluation, the Principal Executive Officer and Principal Financial Officer concluded that, as of that date, the Company’s disclosure controls and procedures are effective (b) Changes in internal controls. There were no changes in our internal control over financial reporting that occurred during the quarter ended December 31, 2013 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. (c) Management report on internal control over financial reporting. The management of Investors Bancorp, Inc. is responsible for establishing and maintaining adequate internal control over financial reporting. Investors Bancorp’s internal control system is a process designed to provide reasonable assurance to the Company’s management and board of directors regarding the preparation and fair presentation of published financial statements. 73 Our internal control over financial reporting includes policies and procedures that pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect transactions and dispositions of assets; provide reasonable assurances that transactions are recorded as necessary to permit preparation of financial statements in accordance with U.S. generally accepted accounting principles, and that receipts and expenditures are being made only in accordance with authorizations of management and the directors of Investors Bancorp; and provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of Investors Bancorp’s assets that could have a material effect on our financial statements. All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Investors Bancorp’s management assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, 2013. In making this assessment, we used the criteria set forth by the the Treadway Commission in Internal Control-Integrated Committee of Sponsoring Organizations of Framework (1992). Based on our assessment we believe that, as of December 31, 2013, the Company’s internal control over financial reporting is effective based on those criteria. Investors Bancorp’s independent registered public accounting firm that audited the consolidated financial statements has issued an audit report on the effectiveness of the Company’s internal control over financial reporting as of December 31, 2013. This report appears on page 69. The Sarbanes-Oxley Act Section 302 Certifications have been filed with the SEC as exhibit 31.1 and exhibit 31.2 to this Annual Report on Form 10-K. F O R M 1 0 - K ITEM 9B. OTHER INFORMATION Not Applicable. Part III ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE Information regarding directors, executive officers and corporate governance of the Company is incorporated herein by reference in the Company’s definitive Proxy Statement to be filed with respect to the Annual Meeting of Shareholders to be held on May 1, 2014. ITEM 11. EXECUTIVE COMPENSATION Information regarding executive compensation is incorporated herein by reference in the Company’s definitive Proxy Statement to be filed with respect to the Annual Meeting of Shareholders to be held on May 1, 2014. ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS Information regarding security ownership of certain beneficial owners and management is incorporated herein by reference in the Company’s definitive Proxy Statement to be filed with respect to the Annual Meeting of Shareholders to be held on May 1, 2014. Information regarding equity compensation plans is incorporated here in by reference in the Company’s definitive Proxy Statement to be filed with respect to the Annual Meeting of Shareholders to be held on May 1, 2014. 74 ITEM 13. CERTAIN RELATIONSHIPS, RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE Information regarding certain relationships and related transactions, and director independence is incorporated herein by reference in the Company’s definitive Proxy Statement to be filed with respect to the Annual Meeting of Shareholders to be held on May 1, 2014. ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES Information regarding principal accounting fees and services is incorporated herein by reference in Investors Bancorp’s definitive Proxy Statement to be filed with respect to the Annual Meeting of Shareholders to be held on May 1, 2014. Item 15. Exhibits and Financial Statement Schedules (a) (1) Financial Statements K - 0 1 M R O F 75 Report of Independent Registered Public Accounting Firm The Board of Directors and Stockholders Investors Bancorp, Inc. Short Hills, New Jersey: We have audited the accompanying consolidated balance sheets of Investors Bancorp, Inc. and subsidiaries (the Company) as of December 31, 2013 and 2012, and the related consolidated statements of income, comprehensive income, stockholders’ equity, and cash flows for each of the years in the three-year period ended December 31, 2013. These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Investors Bancorp, Inc. and subsidiaries as of December 31, 2013 and 2012, and the results of their operations and their cash flows for each of the years in the three-year period ended December 31, 2013, in conformity with U.S. generally accepted accounting principles. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the Company’s internal control over financial reporting as of December 31, 2013, based on criteria established in Internal Control — Integrated Framework (1992) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO), and our report dated March 3, 2014 expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting. F O R M 1 0 - K Short Hills, New Jersey March 3, 2014 76 Report of Independent Registered Public Accounting Firm The Board of Directors and Stockholders Investors Bancorp, Inc. Short Hills, New Jersey: We have audited the internal control over financial reporting of Investors Bancorp, Inc. and subsidiaries (the Company) as of December 31, 2013, based on criteria established in Internal Control — Integrated Framework (1992) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion. A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. internal control over financial reporting may not prevent or detect Because of its inherent misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. limitations, In our opinion, Investors Bancorp, Inc. and subsidiaries maintained, in all material respects, effective internal control over financial reporting as of December 31, 2013, based on criteria established in Internal Control — Integrated Framework (1992) issued by the Committee of Sponsoring Organizations of the Treadway Commission. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheets of Investors Bancorp, Inc. and subsidiaries as of December 31, 2013 and 2012, and the related consolidated statements of income, comprehensive income, stockholders’ equity, and cash flows for each of the years in the three-year period December 31, 2013 and our report dated March 3, 2014 expressed an unqualified opinion on those consolidated financial statements. K - 0 1 M R O F Short Hills, New Jersey March 3, 2014 77 INVESTORS BANCORP, INC. AND SUBSIDIARIES Consolidated Balance Sheets ASSETS Cash and cash equivalents Securities available-for-sale, at estimated fair value Securities held-to-maturity, net (estimated fair value of $839,064 and $198,893 at December 31, 2013 and December 31, 2012, respectively) Loans receivable, net Loans held-for-sale Stock in the Federal Home Loan Bank Accrued interest receivable Other real estate owned Office properties and equipment, net Net deferred tax asset Bank owned life insurance Goodwill and Intangible assets Other assets Total assets F O R M 1 0 - K LIABILITIES AND STOCKHOLDERS’ EQUITY Liabilities: Deposits Borrowed funds Advance payments by borrowers for taxes and insurance Other liabilities Total liabilities 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; 143,937,917 and 118,020,280 issued; 138,449,434 and 111,915,882 outstanding at December 31, 2013 and December 31, 2012, respectively Additional paid-in capital Retained earnings Treasury stock, at cost; 5,488,483 and 6,104,398 shares at December 31, 2013 and December 31, 2012, respectively Unallocated common stock held by the employee stock ownership plan Accumulated other comprehensive loss Total stockholders’ equity Total liabilities and stockholders’ equity December 31, 2013 December 31, 2012 (In thousands) $ 250,689 785,032 155,153 1,385,328 831,819 12,882,544 8,273 178,126 47,448 8,516 138,105 216,206 152,788 109,129 14,395 179,922 10,306,786 28,233 150,501 45,144 8,093 91,408 150,006 113,941 99,222 8,837 $15,623,070 12,722,574 $10,718,811 3,367,274 67,154 135,504 8,768,857 2,705,652 52,707 128,541 14,288,743 11,655,757 — — 596 721,689 734,563 (67,046) (29,779) (25,696) 532 533,858 644,923 (73,692) (31,197) (7,607) 1,334,327 1,066,817 $15,623,070 12,722,574 See accompanying notes to consolidated financial statements. 78 INVESTORS BANCORP, INC. AND SUBSIDIARIES Consolidated Statements of Income Interest and dividend income: Loans receivable and loans held-for-sale Securities: Equity Government-sponsored enterprise obligations Mortgage-backed securities Municipal bonds and other debt Interest-bearing deposits Federal Home Loan Bank stock Year Ended December 31, 2013 2012 2011 (Dollars in thousands, except per share data) $ 504,622 455,221 434,377 61 9 28,057 5,873 49 6,397 17 15 30,167 5,174 40 5,555 — 268 29,341 5,269 37 4,280 Total interest and dividend income 545,068 496,189 473,572 Interest expense: Deposits Borrowed Funds Total interest expense Net interest income Provision for loan losses Net interest income after provision for loan losses Non-interest income Fees and service charges Income on bank owned life insurance Gain on loan transactions, net Gain (loss) on securities transactions Impairment losses on investment securities: Impairment losses on investment securities Non-credit related gains recognized in comprehensive income Net impairment losses on investment securities recognized in earnings Gain (loss) on sale of other real estate owned, net Other income K - 0 1 M R O F 49,969 59,673 109,642 435,426 50,500 384,926 18,804 2,898 8,748 772 (939) (38) (977) 1,451 4,875 63,582 59,862 123,444 372,745 65,000 307,745 16,564 2,778 20,866 274 — — — (180) 3,810 79,889 64,599 144,488 329,084 75,500 253,584 14,496 3,139 9,736 (257) — — — (141) 2,196 Total non-interest income 36,571 44,112 29,169 Non-interest expense Compensation and fringe benefits Advertising and promotional expense Office occupancy and equipment expense Federal deposit insurance premiums Stationery, printing, supplies and telephone Professional fees Data processing service fees Other operating expenses Total non-interest expenses Income before income tax expense Income tax expense Net income Basic earnings per share Diluted earnings per share Weighted average shares outstanding Basic Diluted 128,765 8,602 39,226 14,950 3,395 11,154 19,844 19,775 245,711 175,786 63,755 112,031 1.02 1.01 $ $ $ 109,197 6,854 33,558 10,770 2,852 9,487 17,405 16,884 207,007 144,850 56,083 88,767 0.83 0.82 85,688 6,362 26,740 9,300 2,433 5,329 9,299 12,435 157,586 125,167 46,281 78,886 0.73 0.73 109,659,827 110,994,449 107,371,685 108,091,522 107,839,000 108,044,786 See accompanying notes to consolidated financial statements. 79 INVESTORS BANCORP, INC. AND SUBSIDIARIES Consolidated Statements of Comprehensive (Loss) Income Net income Other comprehensive (loss) income, net of tax: Change in funded status of retirement obligations Unrealized (loss) gain on securities available-for-sale Net Loss on Securities reclassified from available for sale to held to maturity Accretion of loss on securities reclassified to held to maturity Unrealized gain on security reclassified from held to maturity to available for sale Reclassification adjustment for security (gains) losses included in net income Noncredit related component of other-than-temporary impairment on security Other-than-temporary impairment accretion on debt securities F O R M 1 0 - K For the Year Ended December 31, 2013 2012 2011 $112,031 (In thousands) 88,767 78,886 10 (12,827) (2,560) 5,080 (1,715) 9,502 (7,242) 988 138 (405) 22 1,227 — — — 105 — 874 — — — (691) — 1,974 9,070 Total other comprehensive (loss) income (18,089) 3,499 Total comprehensive income $ 93,942 92,266 87,956 See accompanying notes to consolidated financial statements. 80 INVESTORS BANCORP, INC. & SUBSIDIARIES Consolidated Statements of Stockholders’ Equity Year ended December 31, 2013, 2012 and 2011 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 Net income Other comprehensive income, net of tax Purchase of treasury stock (2,413,455 shares) Treasury stock allocated to restricted stock plan Compensation cost for stock options and restricted stock ESOP shares allocated or committed to be released $532 — — — — — — 533,720 483,269 (62,033) — 78,886 — — (6,588) — — (32,489) (559) 7,147 — — 8,738 538 — — — — (34,033) — — — — — 1,418 (20,176) — 9,070 — — — — 901,279 78,886 9,070 (32,489) — 8,738 1,956 Balance at December 31, 2011 532 536,408 561,596 (87,375) (32,615) (11,106) 967,440 Net income Other comprehensive income, net of tax Common stock issued from treasury to finance acquisition Purchase of treasury stock (60,652 shares) Treasury stock allocated to restricted stock plan Compensation cost for stock options and restricted stock Net tax benefit from stock-based compensation Option Exercise Cash dividend declared ($0.05 per common share) ESOP shares allocated or committed to be released Balance at December 31, 2012 Net income Other comprehensive loss, net of tax Common stock issued to finance acquisition Purchase of treasury stock (83,224 shares) Treasury stock allocated to restricted stock plan Compensation cost for stock options and restricted stock Net tax benefit from stock-based compensation Option exercise Cash dividend paid ($0.20 per common share) ESOP shares allocated or committed to be released — — — — — — — — — — 532 — — 64 — — — — — — — — 88,767 — — — — — — (7,137) 3,651 93 (1) (142) 7,703 (902) — 6,840 297 — — — — — 42 — (5,595) — — — — — — — — — — 844 — — 1,418 — 3,499 88,767 3,499 — — — — — — — — 7,561 (902) — 3,651 93 41 (5,595) 2,262 533,858 644,923 (73,692) (31,197) (7,607) 1,066,817 K - 0 1 M R O F — 112,031 — 179,107 — (55) — — — (1,531) 42 13 — — — 3,478 1,262 2,502 — — — 8,135 — — — (22,404) — — — — — — — — — — 1,537 — — 1,418 — (18,089) — — — — — — — — 112,031 (18,089) 179,171 (1,531) — 3,478 1,262 10,637 (22,404) 2,955 Balance at December 31, 2013 $596 721,689 734,563 (67,046) (29,779) (25,696) 1,334,327 See accompanying notes to consolidated financial statements 81 INVESTORS BANCORP, INC. AND SUBSIDIARIES Consolidated Statements of Cash Flows Cash flows from operating activities: Net income Adjustments to reconcile net income to net cash provided by operating activities: ESOP and stock-based compensation expense Amortization of premiums and accretion of discounts on securities, net Amortization of premiums and accretion of fees and costs on loans, net Amortization of intangible assets Provision for loan losses Depreciation and amortization of office properties and equipment (Gain) loss on securities, net Other-than-temporary impairment losses on securities Mortgage loans originated for sale Proceeds from mortgage loan sales Gain on sales of mortgage loans, net (Gain) loss on sale of other real estate owned Gain on sale of branches Income on bank owned life insurance Decrease (increase) in accrued interest receivable Deferred tax benefit (Increase) decrease in other assets (Decrease) increase in other liabilities Total adjustments Net cash provided by operating activities F O R M 1 0 - K Cash flows from investing activities: Purchases of loans receivable Net originations of loans receivable Proceeds from sale of loans held for investment Gain on disposition of loans held for investment Net proceeds from sale of foreclosed real estate Purchases of mortgage-backed securities held to maturity Purchases of debt securities held-to-maturity Purchases of mortgage-backed securities available-for-sale Purchases of other investments available-for-sale Proceeds from paydowns/maturities on mortgage-backed securities held-to-maturity Proceeds from paydowns on equity securities available for sale Proceeds from paydowns/maturities on debt securities held-to-maturity Proceeds from paydowns/maturities on mortgage-backed securities available-for-sale Proceeds from sale of mortgage-backed securities held-to-maturity Proceeds from sales of mortgage-backed securities available-for-sale Proceeds from sales of US Government and Agency Obligations available-for-sale Proceeds from sale of equity securities available for sale Redemption of equity securities available-for-sale Proceeds from redemptions of Federal Home Loan Bank stock Purchases of Federal Home Loan Bank stock Purchases of office properties and equipment Death benefit proceeds from bank owned life insurance Cash paid, net of consideration received for branch sale Cash received, net of cash consideration paid for acquisitions Net cash used in investing activities Cash flows from financing activities: Net increase in deposits Repayments of funds borrowed under other repurchase agreements Net increase in other borrowings Net increase in advance payments by borrowers for taxes and insurance Dividends paid Exercise of stock options Purchase of treasury stock Net tax benefit from stock-based compensation Net cash provided by financing activities Net increase in cash and cash equivalents Cash and cash equivalents at beginning of period Cash and cash equivalents at end of period Supplemental cash flow information: Non-cash investing activities: Real estate acquired through foreclosure Cash paid during the year for: Interest Income taxes Acquisitions: Non-cash assets acquired: Investment securities available for sale Loans Goodwill and other intangible assets, net Other assets Total non-cash assets acquired Liabilities assumed: Deposits Borrowings Other liabilities Total liabilities assumed Common stock issued for acquisitions See accompanying notes to consolidated financial statements. 82 Year Ended December 31, 2013 2012 2011 (In thousands) $ 112,031 88,767 78,886 6,433 9,735 10,517 2,115 50,500 8,540 (772) 977 (379,806) 405,973 (6,207) (1,451) — (2,898) 1,496 (20,818) (6,741) (13,530) 64,063 176,094 (1,054,395) (778,049) 184,668 (2,541) 10,833 (202,821) (9,729) (295,897) — 80,438 148 20,159 284,726 — 401,573 — 24,540 108 143,081 (161,866) (24,544) — — 118,246 (1,261,322) 608,801 143,205 426,347 14,447 (22,404) 10,637 (1,531) 1,262 1,180,764 95,536 155,153 250,689 5,913 12,938 8,898 1,535 65,000 7,177 (274) — (811,247) 820,636 (18,775) 180 — (2,778) (2,499) (10,739) 18,059 41,988 136,012 224,779 (638,789) (297,221) 77,222 (2,091) 6,266 — (15,421) (760,692) (1,000) 99,892 — 14,039 348,847 14,871 213,562 3,219 44 85 129,152 (158,353) (25,407) 9,613 — 140,754 (841,408) 243,462 (195,000) 631,805 7,739 (5,595) 41 (902) 93 681,643 65,014 90,139 155,153 10,694 6,078 7,008 1,506 75,500 6,438 257 — (513,563) 537,521 (7,751) 141 (72) (3,139) 478 (11,607) 6,161 5,956 121,606 200,492 (710,880) (272,920) 23,266 (1,984) 1,258 — (11,966) (604,651) — 160,981 — 27,120 191,918 21,355 36,972 — — 176 215,280 (251,724) (10,550) 7,188 (64,612) — (1,243,773) 652,256 (250,000) 678,972 8,457 — — (32,489) — 1,057,196 13,915 76,224 90,139 4,512 10,410 3,504 109,527 — 123,644 61,994 144,986 58,618 381,950 990,970 9,782 78,527 1,461,229 1,341,153 92,070 20,509 1,453,732 179,171 212,560 736,003 60,347 45,198 1,054,108 1,163,392 13,361 10,531 1,187,284 7,561 — — — — — — — — — — $ $ INVESTORS BANCORP, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements 1. Summary of Significant Accounting Policies The following significant accounting and reporting policies of Investors Bancorp, Inc. and subsidiaries (collectively, the Company) conform to U.S. generally accepted accounting principles, (GAAP) and are used in preparing and presenting these consolidated financial statements: (a) Basis of Presentation The consolidated financial statements are composed of the accounts of Investors Bancorp, Inc. and its intercompany accounts and including Investors Bank (Bank). All significant wholly owned subsidiaries, transactions have been eliminated in consolidation. Certain reclassifications have been made in the consolidated financial statements to conform with current year classifications. In January 1997, the Bank completed a Plan of Mutual Holding Company Reorganization, utilizing the multi-tier mutual holding company structure. In a series of steps, the Bank formed a Delaware-chartered stock corporation (Investors Bancorp, Inc.) which owned 100% of the common stock of the Bank and formed a New Jersey-chartered mutual holding company (Investors Bancorp, MHC) which initially owned all of the common stock of Investors Bancorp, Inc. On October 11, 2005, Investors Bancorp, Inc. completed an initial public stock offering. See Note 3. K - 0 1 M R O F On December 17, 2013, the Boards of Directors of Investors Bancorp, MHC, Investors Bancorp, Inc. and the Bank each unanimously adopted the Plan of Conversion and Reorganization of the Mutual Holding Company (the “Plan”) pursuant to which Investors Bancorp, MHC will undertake a “second-step” conversion and cease to exist. The Bank will reorganize from a two-tier mutual holding company structure to a fully public stock holding company structure. Pursuant to the Plan, (i) the Bank will become a wholly owned subsidiary of a state-chartered stock corporation (the “New Holding Company”), (ii) the shares of common stock of the Company held by persons other than the Investors Bancorp, MHC will be converted into shares of common stock of the New Holding Company pursuant to an exchange ratio designed to preserve the percentage ownership interests of such persons, and (iii) the New Holding Company will offer and sell shares of common stock representing the ownership interest of the Investors Bancorp, MHC in a subscription offering. The Plan is subject to regulatory approval as well as the approval of the depositors of the Bank and the Company’s stockholders (see Footnote 20.) The preparation of financial statements in conformity with GAAP requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the financial statements and the reported amounts of revenues and expenses during the reporting periods. The estimate of our allowance for loan losses, the valuation of mortgage servicing rights (MSR), the valuation of deferred tax assets, impairment judgments regarding goodwill, and fair value and impairment of securities are particularly critical because they involve a higher degree of complexity and subjectivity and require estimates and assumptions about highly uncertain matters. Actual results may differ from our estimates and assumptions. The current economic environment has increased the degree of uncertainty inherent in these material estimates. Business Investors Bancorp, Inc.’s primary business is holding the common stock of the Bank and a loan to the Investors Bank Employee Stock Ownership Plan. The Bank provides banking services to customers primarily through branch offices in New Jersey and New York. The Bank is subject to competition from other financial institutions and is subject to the regulations of certain federal and state regulatory authorities and undergoes periodic examinations by those regulatory authorities. 83 INVESTORS BANCORP, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements (b) Cash Equivalents Cash equivalents consist of cash on hand, amounts due from banks and interest-bearing deposits in other financial institutions. The Company is required by the Federal Reserve System to maintain cash reserves equal to a percentage of certain deposits. The reserve requirement totaled $44.1 million at December 31, 2013 and $6.9 million at December 31, 2012. (c) Securities Securities include securities held-to-maturity and securities available-for-sale. Management determines the appropriate classification of securities at the time of purchase. If management has the positive intent not to sell and the Company would not be required to sell prior to maturity, they are classified as held-to-maturity securities. Such securities are stated at amortized cost, adjusted for unamortized purchase premiums and discounts. Securities in the available-for-sale category are debt and mortgage-backed securities which the Company may sell prior to maturity, and all marketable equity securities. Available-for-sale securities are reported at fair value with any unrealized appreciation or depreciation, net of tax effects, reported as accumulated other comprehensive income/loss in stockholders’ equity. Discounts and premiums on securities are accreted or amortized using the level-yield method over the estimated lives of the securities, including the effect of prepayments. Realized gains and losses are recognized when securities are sold or called using the specific identification method. F O R M 1 0 - K The Company periodically evaluates the security portfolio for other-than-temporary impairment. Other- than-temporary impairment means the Company believes the security’s impairment is due to factors that could include its inability to pay interest or dividends, its potential for default, and/or other factors. In accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standard Codification (“ASC”) Topic 320, “Investments — Debt and Equity Securities”, when a held to maturity or available for sale debt security is assessed for other-than-temporary impairment, the Company has to first consider (a) whether it intends to sell the security, and (b) whether it is more likely than not that the Company will be required to sell the security prior to recovery of its amortized cost basis. If one of these circumstances applies to a security, an other-than-temporary impairment loss is recognized in the statement of income equal to the full amount of the decline in fair value below amortized cost. If neither of these circumstances applies to a security, but the Company does not expect to recover the entire amortized cost basis, an other-than-temporary impairment loss has occurred that must be separated into two categories: (a) the amount related to credit loss, and (b) the amount related to other factors. In assessing the level of other-than-temporary impairment attributable to credit loss, the Company compares the present value of cash flows expected to be collected with the amortized cost basis of the security. The portion of the total other-than-temporary impairment related to credit loss is recognized in earnings, while the amount related to other factors is recognized in other comprehensive income. The total other-than-temporary impairment loss is presented in the statement of income, less the portion recognized in other comprehensive income. When a debt security becomes other-than-temporarily impaired, its amortized cost basis is reduced to reflect the portion of the total impairment related to credit loss. the duration and severity of the impairment; To determine whether a security’s impairment is other-than-temporary, the Company considers factors that to hold security include, investments until they recover in value (as well as the likelihood of such a recovery in the near term); the Company’s intent to sell security investments; and whether it is more likely than not that the Company will be required to sell such securities before recovery of their individual amortized cost basis less any current-period credit loss. For debt securities, the primary consideration in determining whether impairment is other-than- temporary is whether or not it is probable that current or future contractual cash flows have been or may be impaired. the Company’s ability and intent 84 K - 0 1 M R O F INVESTORS BANCORP, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements (d) Loans Receivable, Net Loans receivable, other than loans held-for-sale, are stated at unpaid principal balance, adjusted by unamortized premiums and unearned discounts, net deferred origination fees and costs, net purchase accounting adjustments and the allowance for loan losses. Interest income on loans is accrued and credited to income as earned. Premiums and discounts on purchased loans and net loan origination fees and costs are deferred and amortized to interest income over the estimated life of the loan as an adjustment to yield. The allowance for loan losses is increased by the provision for loan losses charged to earnings and is decreased by charge-offs, net of recoveries. The provision for loan losses is based on management’s evaluation of the adequacy of the allowance which considers, among other things, the Company’s past loan loss experience, known and inherent risks in the portfolio, existing adverse situations that may affect the borrower’s ability to repay, estimated value of any underlying collateral and current economic conditions. While management uses available information to recognize estimated losses on loans, future additions may be necessary based on changes in economic conditions. In addition, various regulatory agencies, as an integral part of their examination process, periodically review the Company’s allowance for loan losses. Such agencies may require the Company to recognize additions to the allowance based upon their judgments and information available to them at the time of their examinations. A loan is considered delinquent when we have not received a payment within 30 days of its contractual due date. The accrual of income on loans is generally discontinued when interest or principal payments are 90 days in arrears or when the timely collection of such income is doubtful. Loans on which the accrual of income has been discontinued are designated as non-accrual loans and outstanding interest previously credited is reversed. Interest income on non-accrual loans and impaired loans is recognized in the period collected unless the ultimate collection of principal is considered doubtful. A loan is returned to accrual status when all amounts due have been received and the remaining principal is deemed collectible. Loans are generally charged off after an analysis is completed which indicates that collectability of the full principal balance is in doubt. The Company defines an impaired loan as a loan for which it is probable, based on current information, that the lender will not collect all amounts due under the contractual terms of the loan agreement. The Company considers the population of loans in its impairment analysis to include commercial loans with an outstanding balance greater than $1.0 million and on non-accrual status, loans modified in a troubled debt restructuring (“TDR”), and other loans over $1.0 million outstanding balance if management has specific information that it is probable they will not collect all amounts due under the contractual terms of the loan agreement. Impaired loans are individually assessed to determine that the loan’s carrying value is not in excess of the fair value of the collateral or the present value of the expected future cash flows. Smaller balance homogeneous loans are evaluated for impairment collectively unless they are modified in a trouble debt restructure. Such loans include residential mortgage loans, installment loans, and loans not meeting the Company’s definition of impaired, and are specifically excluded from impaired loans. Purchased Credit-Impaired (“PCI”) loans, are loans acquired at a discount that is due, in part, to credit quality. PCI loans are accounted for in accordance with ASC Subtopic 310-30 and are initially recorded at fair value (as determined by the present value of expected future cash flows) with no valuation allowance (i.e., the allowance for loan losses). The difference between the undiscounted cash flows expected at acquisition and the initial carrying amount (fair value) of the PCI loans, or the “accretable yield,” is recognized as interest income utilizing the level-yield method over the life of the loans. Contractually required payments for interest and principal that exceed the undiscounted cash flows expected at acquisition, or the “non-accretable difference,” are not recognized as a yield adjustment, as a loss accrual or a valuation allowance. Reclassifications of the non- accretable difference to the accretable yield may occur subsequent to the loan acquisition dates due to increases in expected cash flows of the loans and result in an increase in yield on a prospective basis. 85 F O R M 1 0 - K INVESTORS BANCORP, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements (e) Loans Held-for-Sale Loans held-for-sale are carried at the lower of cost or estimated fair value, as determined on an aggregate basis. Net unrealized losses, if any, are recognized in a valuation allowance through charges to earnings. Premiums and discounts and origination fees and costs on loans held-for-sale are deferred and recognized as a component of the gain or loss on sale. Gains and losses on sales of loans held-for-sale are recognized on settlement dates and are determined by the difference between the sale proceeds and the carrying value of the loans. These transactions are accounted for as sales based on our satisfaction of the criteria for such accounting which provide that, as transferor, we have surrendered control over the loans. (f) Federal Home Loan Bank Stock The Bank, as a member of the Federal Home Loan Bank of New York (FHLB), is required to hold shares of capital stock of the FHLB based on our activities, primarily our outstanding borrowings, with the FHLB. The stock is carried at cost, less any impairment. (g) Office Properties and Equipment, Net Land is carried at cost. Office buildings, leasehold improvements and furniture, fixtures and equipment are carried at cost, less accumulated depreciation and amortization. Office buildings and furniture, fixtures and equipment are depreciated using an accelerated basis over the estimated useful lives of the respective assets. Leasehold improvements are amortized using the straight-line method over the terms of the respective leases or the lives of the assets, whichever is shorter. (h) Bank Owned Life Insurance Bank owned life insurance is carried at the amount that could be realized under the Company’s life insurance contracts as of the date of the consolidated balance sheets and is classified as a non-interest earning asset. Increases in the carrying value are recorded as non-interest income in the consolidated statements of income and insurance proceeds received are generally recorded as a reduction of the carrying value. The carrying value consists of cash surrender value of $144.9 million at December 31, 2013 and $110.8 million at December 31, 2012 and claims stabilization reserve of $7.9 million at December 31, 2013 and $3.1 million at December 31, 2012. Repayment of the claims stabilization reserve (funds transferred from the cash surrender value to provide for future death benefit payments) and the deferred acquisition costs (costs incurred by the insurance carrier for the policy issuance) is guaranteed by the insurance carrier provided that certain conditions are met at the date of a contract is surrendered. The Company satisfied these conditions at December 31, 2013 and 2012. (i) Intangible Assets Goodwill. 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 the Bank as a single reporting unit. At December 31, 2013, the carrying amount of our goodwill totaled $77.6 million. In connection with our annual impairment assessment we applied the guidance in FASB Accounting Standards Update (“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. For the year ended December 31, 2013, 86 INVESTORS BANCORP, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements the Company’s qualitative assessment concluded that it was not more likely than not that the fair value of the reporting unit is less than its carrying amount and, therefore, the two-step goodwill impairment test was not required. Mortgage Servicing Rights. The Company recognizes as separate assets the rights to service mortgage loans. The right to service loans for others is generally obtained through the sale of loans with servicing retained. The initial asset recognized for originated mortgage servicing rights (“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. Fees earned for servicing loans are reported as income when the related mortgage loan payments are collected. Core Deposit Premiums. Core deposit premiums represent the intangible value of depositor relationships assumed in purchase acquisitions and are amortized on an accelerated basis over 10 years. The Company periodically evaluates the value of core deposit premiums to ensure the carrying amount exceeds it implied fair value. K - 0 1 M R O F (j) Real Estate Owned Real estate owned (REO) consists of properties acquired through foreclosure or deed in lieu of foreclosure. Such assets are carried at the lower of cost or fair value, less estimated selling costs, based on independent appraisals. Write-downs required at the time of acquisition are charged to the allowance for loan losses. Thereafter, decreases in the properties’ estimated fair value which are charged to income along with any additional property maintenance and protection expenses incurred in owning the property. (k) Borrowed Funds Our FHLB borrowings, frequently referred to as advances, are over collateralized by our residential and non residential mortgage portfolios as well as qualified investment securities. The Bank also enters into sales of securities under agreements to repurchase with selected brokers and the FHLB. The securities underlying the agreements are delivered to the counterparty who agrees to resell to the Bank the identical securities at the maturity or call of the agreement. These agreements are recorded as financing transactions, as the Bank maintains effective control over the transferred securities, and no gain or loss is recognized. The dollar amount of the securities underlying the agreements continues to be carried in the Bank’s securities portfolio. The obligations to repurchase the securities are reported as a liability in the consolidated balance sheets. (l) Income Taxes The Company records income taxes in accordance with Accounting Standard Codification (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 87 INVESTORS BANCORP, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements 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. The Company recognizes accrued interest and penalties related to unrecognized tax benefits, where applicable, in income tax expense. (m) Employee Benefits The Company has a defined benefit pension plan which covers all employees who satisfy the eligibility requirements. The Company participates in a multiemployer plan. Costs of the pension plan are based on the contributions required to be made to the plan. F O R M 1 0 - K The Company has a Supplemental Employee Retirement Plan (SERP). The SERP is a nonqualified, defined benefit plan which provides benefits to certain employees of the Company 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 its 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 Company has a 401(k) plan covering substantially all employees. The Company matches 50% of the first 6% contributed by participants and recognizes expense as its contributions are made. The employee stock ownership plan (ESOP) is accounted for in accordance with the provisions of Statement ASC 718-40, “Employers’ Accounting for Employee Stock Ownership Plans.” The funds borrowed by the ESOP from the Company to purchase the Company’s common stock are being repaid from the Bank’s contributions over a period of up to 30 years. The Company’s common stock not yet allocated to participants is recorded as a reduction of stockholders’ equity at cost. Compensation expense for the ESOP is based on the market price of the Company’s stock and is recognized as shares are committed to be released to participants. The Company recognizes the grant-date fair value of stock based awards issued to employees as compensation cost in the statement of operations. Compensation cost related to stock based awards is recognized on a straight-line basis over the requisite service periods. The fair value of stock based awards is based on the closing price market value as reported on the NASDAQ Stock Market on the grant date. (n) Earnings Per Share Basic earnings per common share, or EPS, are computed by dividing net income by the weighted-average common shares outstanding during the year. The weighted-average common shares outstanding includes the weighted-average number of shares of common stock outstanding less the weighted average number of unvested shares of restricted stock and unallocated shares held by the ESOP. For EPS calculations, ESOP shares that have been committed to be released are considered outstanding. ESOP shares that have not been committed to be released are excluded from outstanding shares on a weighted average basis for EPS calculations. Diluted EPS is computed using the same method as basic EPS, but includes the effect of all potentially dilutive common shares that were outstanding during the period, such as unexercised stock options and unvested shares of restricted stock, calculated using the treasury stock method. When applying the treasury stock method, we add: (1) the assumed proceeds from option exercises; (2) the tax benefit that would have been credited to additional paid-in capital assuming exercise of non-qualified stock options and vesting of shares of restricted 88 INVESTORS BANCORP, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements stock; and (3) the average unamortized compensation costs related to unvested shares of restricted stock and stock options. We then divide this sum by our average stock price to calculate shares repurchased. The excess of the number of shares issuable over the number of shares assumed to be repurchased is added to basic weighted average common shares to calculate diluted EPS. 2. Business Combinations On December 6, 2013, the Company completed the acquisition of Roma Financial Corporation (“Roma Financial”) which operated 26 branches in Burlington, Ocean, Mercer, Camden and Middlesex counties, New Jersey. After the purchase accounting adjustments, the Company added $1.34 billion in customer deposits and acquired $991.0 million in loans. This transaction generated $8.9 million in core deposit premium. The acquisition was accounted for under the acquisition method of accounting as prescribed by “ASC” 805 “Business Combinations”, as amended. 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. In connection with the acquisition, the Company issued 25,917,637 shares of its common stock, of which 6,374,841 shares went to Roma’s public stockholders and 19,542,796 shares were issued to Investors Bancorp MHC. The purchase price for Roma Financial was determined using the exchange ratio of 0.8653 stated in the merger agreement and the closing stock price on December 6, 2013 of Investors Bancorp’s common shares issued to and held by Investors Bancorp. The value assigned to the Roma MHC are based on the exchange ratio of 0.8653 and the difference of the appraised value of the Roma Financial Corporation franchise less the value given to the public stockholders. The following table summarizes the estimated fair values of the assets acquired and liabilities assumed at the date of acquisition for Roma, net of cash consideration paid: K - 0 1 M R O F Cash and cash equivalents, net Securities available-for-sale Securities held to maturity Loans receivable Accrued interest receivable Other real estate owned Office properties and equipment, net Goodwill Intangible assets Other assets Total assets acquired Deposits Borrowed funds Other liabilities Total liabilities assumed Net assets acquired At December 6, 2013 (In millions) 118.2 $ 382.0 13.6 991.0 3.8 5.3 30.7 0.3 9.5 78.5 1,632.9 (1,341.2) (92.1) (20.5) $(1,453.8) $ 179.1 The calculation of goodwill is subject to change for up to one year after closing date of the transaction as additional information relative to closing date estimates and uncertainties become available. As the Company finalizes its analysis of these assets, there may be adjustments to the recorded carrying values. 89 INVESTORS BANCORP, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements On October 15, 2012, the Company completed the acquisition of Marathon Banking Corporation and Marathon National Bank of New York, (“Marathon Bank”) a federally chartered bank with 13 full-service branches in the New York metropolitan area. After the purchase accounting adjustments, the Company added $777.5 million in customer deposits and acquired $558.5 million in loans. This transaction resulted in $38.6 million of goodwill and generated $5.0 million in core deposit premium. The acquisition was accounted for under the acquisition method of accounting as prescribed by “ASC” 805 “Business Combinations”, as amended. 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 $135.0 million was paid using available cash. The following table summarizes the estimated fair values of the assets acquired and liabilities assumed at the date of acquisition for Marathon, net of cash consideration paid: F O R M 1 0 - K Cash and cash equivalents, net Securities available-for-sale Securities held to maturity Loans receivable Accrued interest receivable Other real estate owned Office properties and equipment, net Goodwill Intangible assets Other assets Total assets acquired Deposits Borrowed funds Other liabilities Total liabilities assumed At October 15, 2012 (In millions) $ 113.0 42.2 4.7 558.5 1.5 1.0 7.5 38.6 5.0 14.7 786.7 (777.5) (5.2) (4.0) $(786.7) The purchase accounting for the Marathon transaction is complete and reflected in the table above and in our consolidated financial statements. 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 added $385.9 million in customer deposits and acquired $177.5 million in loans. This transaction resulted in $16.7 million of goodwill and generated $218,000 in core deposit premium. The acquisition was accounted for under the acquisition method of accounting as prescribed by “ASC” 805 “Business Combinations”, as amended. 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. 90 INVESTORS BANCORP, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements The following table summarizes the estimated fair values of the assets acquired and liabilities assumed at the date of acquisition for BFSB, net of cash consideration paid: Cash and cash equivalents, net Securities available-for-sale Loans receivable Accrued interest receivable Office properties and equipment, net Goodwill Intangible assets Other assets Total assets acquired Deposits Borrowed funds Other liabilities Total liabilities assumed Net assets acquired At January 6, 2012 (In millions) $ 27.7 170.4 177.5 1.1 5.2 16.7 0.2 9.3 408.1 (385.9) (8.2) (6.4) (400.5) $ 7.6 K - 0 1 M R O F The purchase accounting for the Brooklyn transaction is complete and reflected in the table above and in our consolidated financial statements. Fair Value Measurement of Assets Acquired and Liabilities Assumed Described below are the methods used to determine the fair values of the significant assets acquired and liabilities assumed in the Roma Financial acquisition: Securities. The estimated fair values of the investment securities classified as available for sale were calculated utilizing Level 1 inputs. The prices for these instruments are based upon sales of the securities shortly after the acquisition date. Investment securities classified as Held to Maturity were valued using a combination of Level 1and Level 2 inputs. The Company reviewed the data and assumptions used in pricing the securities by its third party provider to ensure the highest level of significant inputs are derived from market observable data. Loans. The acquired loan portfolio was valued based on guidance from ASC 820-10 which defines fair value as the price that would be received to sell an asset or transfer a liability in an orderly transaction between market participants at the measurement date. Level 3 procedures utilized to value the portfolio included the use of present value techniques employing cash flow estimates and the incorporated assumptions that marketplace participants would use in estimating fair values. In instances where reliable market information was not available, the Company used its own assumptions in an effort to determine reasonable fair value. Specifically, the Company utilized three separate fair value analyses we believe a market participant might employ in estimating the entire fair value adjustment required under ASC 820-10. The three separate fair valuation methodologies used are: 1) interest rate loan fair value analysis, 2) general credit fair value adjustment and 3) specific credit fair value adjustment. To prepare the interest rate fair value analysis, loans were assembled into groupings by characteristics such as loan type, term, collateral and rate. Market rates for similar loans were obtained from various external 91 INVESTORS BANCORP, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements data sources and reviewed by Company Management for reasonableness. The average of these rates was used as the fair value interest rate a market participant would utilize. A present value approach was utilized to calculate the interest rate fair value adjustment. The General Credit Risk fair value adjustment was calculated using a two part general credit fair value analysis; 1) expected lifetime losses and 2) estimated fair value adjustment for qualitative factors. The expected lifetime losses were calculated using an average of historical losses of the Company, the acquired banks and peer banks. The adjustment related to qualitative factors was impacted by general economic conditions, the risk related to lack of familiarity with the originator’s underwriting process. To calculate the Specific Credit fair value adjustment the Company reviewed the acquired loan portfolio for loans meeting the definition of an impaired loan as defined by ASC 310-30. Loans meeting this criteria were reviewed by comparing the contractual cash flows to expected collectible cash flows. The aggregate expected cash flows less the acquisition date fair value will result in an accretable yield amount. The accretable yield amount will be recognized over the life of the loans on a level yield basis as an adjustment to yield. Deposits / Core Deposit Premium. Core deposit premium represent the value assigned to demand, interest checking, money market and savings accounts acquired as part of an acquisition. The core deposit premium value represents the future economic benefit, including the present value of future tax benefits, of the potential cost savings from acquiring core deposits as part of an acquisition compared to the cost alternative funding sources. F O R M 1 0 - K Certificates of deposit (time deposits) are not considered to be core deposits as they are assumed to have a low expected average life upon acquisition. The fair value of certificates of deposits represents the present value of the certificates’ expected contractual payments discounted by market rates for similar CD’s. Borrowed Funds. The present value approach was used to determine the fair value of the borrowed funds acquired during 2012. The fair value of the liability represents the present value of the expected payments using the current rate of a replacement borrowing of the same type and remaining term to maturity. 3. Stock Transactions Stock Offering The Company completed its initial public stock offering on October 11, 2005 selling 51,627,094 shares, or 43.74% of its outstanding common stock, to subscribers in the offering, including 4,254,072 shares purchased by Investors Bank Employee Stock Ownership Plan. Upon completion of the initial public offering, Investors Bancorp, MHC, a New Jersey chartered mutual holding company held 64,844,373 shares, or 54.94% of the Company’s outstanding common stock (shares restated to include shares issued in a business combination subsequent to initial public offering). Additionally, the Company contributed $5.2 million in cash and issued 1,548,813 shares of common stock, or 1.32% of its outstanding shares, to Investors Bank Charitable Foundation resulting in a pre-tax expense charge of $20.7 million. Net proceeds from the initial offering were $509.7 million. The Company contributed $255.0 million of the net proceeds to the Bank. Stock subscription proceeds of $557.9 million were returned to subscribers. On December 17, 2013, the Boards of Directors of Investors Bancorp, MHC, Investors Bancorp, Inc. and the Bank each unanimously adopted the Plan of Conversion and Reorganization of the Mutual Holding Company (the “Plan”) pursuant to which Investors Bancorp, MHC will undertake a “second-step” conversion and cease to exist. The Bank will reorganize from a two-tier mutual holding company structure to a fully public stock holding company structure. Pursuant to the Plan, (i) the Bank will become a wholly owned subsidiary of a state-chartered stock corporation (the “New Holding Company”), (ii) the shares of common stock of the Company held by 92 INVESTORS BANCORP, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements persons other than the Investors Bancorp, MHC will be converted into shares of common stock of the New Holding Company pursuant to an exchange ratio designed to preserve the percentage ownership interests of such persons, and (iii) the New Holding Company will offer and sell shares of common stock representing the ownership interest of the Investors Bancorp, MHC in a subscription offering. The Plan is subject to regulatory approval as well as the approval of the depositors of the Bank and the Company’s stockholders (see Footnote 20.) Stock Repurchase Programs 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 shares. Under the stock repurchase programs, shares of the Company’s common stock may be purchased in the open market and through privately negotiated transactions, from time to time, depending on market conditions. This stock repurchase program commenced upon the completion of the third program on July 25, 2011. This program has no expiration date and has 2,105,036 shares yet to be purchased as of December 31, 2013. During the year ended December 31, 2013, the Company purchased 83,224 shares at a cost of $1.5 million, or approximately $18.39 per share. Of the shares purchased through December 31, 2013, 3,415,701 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. K - 0 1 M R O F During the year ended December 31, 2012, the Company purchased 60,652 shares at a cost of $902,000, or approximately $14.88 per share. Of the share purchased through December 31, 2012, 3,412,701 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. Cash Dividend On September 28, 2012, the Company declared its first quarterly cash dividend of $0.05 per share. It was the first dividend since completing its initial public stock offering in October 2005. Since declaring this dividend, the Company has paid a dividend to stockholders in each subsequent quarter. 93 INVESTORS BANCORP, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements 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: Available-for-sale: Equity securities Debt securities: At December 31, 2013 Carrying value Gross unrecognized gains Gross unrecognized losses Estimated fair value (In thousands) $ 7,148 1,315 19 8,444 F O R M 1 0 - K Government-sponsored enterprises Corporate and other debt securities Mortgage-backed securities: 3,004 670 — — Federal Home Loan Mortgage Corporation Federal National Mortgage Association Government National Mortgage Association 362,876 408,794 267 Total mortgage-backed securities available-for-sale Total available-for-sale securities 771,937 $782,759 4,055 4,620 — 8,675 9,990 — — 3,843 3,855 — 7,698 7,717 3,004 670 363,088 409,559 267 772,914 785,032 At December 31, 2013 Amortized cost Net unrealized losses(1) Carrying value Gross unrecognized gains(2) Gross unrecognized losses(2) Estimated fair value (In thousands) $ 4,542 14,992 4,542 — — 14,992 — 487 18 — 4,524 15,479 Held-to-maturity: Debt securities: Government-sponsored enterprises Municipal bonds Corporate and other debt securities 56,072 (26,391) 29,681 20,315 1,392 48,604 Total debt securities held-to-maturity Mortgage-backed securities: Federal Home Loan Mortgage Corporation Federal National Mortgage Association Federal housing authorities Total mortgage-backed securities held-to- maturity 75,606 (26,391) 49,215 20,802 1,410 68,607 308,890 (5,273) 303,617 1,901 7,646 297,872 483,916 371 (5,300) 478,616 371 — 3,001 — 9,403 — 472,214 371 793,177 (10,573) 782,604 4,902 17,049 770,457 Total held-to-maturity securities $868,783 (36,964) 831,819 25,704 18,459 839,064 94 K - 0 1 M R O F INVESTORS BANCORP, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements (1) Unrealized losses of held-to-maturity securities represent the other than temporary charge related to other non credit factors on corporate and other debt securities and is amortized through accumulated other comprehensive income over the remaining life of the securities. For mortgage-backed securities, it represents the net loss on previously designated available-for sale securities transferred to held-to-maturity at fair value which is being amortized through accumulated other comprehensive income over the remaining life of the securities. (2) Unrecognized holding gains and losses of held-to-maturity securities are not reflected in the financial statements, as they represent fair value fluctuations from the later of: (i) the date a security is designated as held-to-maturity; or (ii) the date that an OTTI charge is recognized on a held-to-maturity security, through the date of the balance sheet. At December 31, 2012 Carrying value Gross unrecognized gains Gross unrecognized losses Estimated fair value (In thousands) Available-for-sale: Equity securities Debt securities: $ 3,306 Government-sponsored enterprises 3,038 Mortgage-backed securities: 855 — Federal Home Loan Mortgage Corporation Federal National Mortgage Association Government National Mortgage Association 660,095 689,587 4,414 7,573 16,735 73 Total mortgage-backed securities available-for-sale Total available-for-sale securities 1,354,096 24,381 $1,360,440 25,236 — 3 151 194 — 345 348 4,161 3,035 667,517 706,128 4,487 1,378,132 1,385,328 At December 31, 2012 Amortized cost Net unrealized losses(1) Carrying Value Gross unrecognized gains(2) Gross unrecognized losses(2) Estimated fair value (In thousands) Held-to-maturity: Debt securities: Government-sponsored enterprises $ Municipal bonds Corporate and other debt securities 147 — 147 21,156 — 21,156 58,007 (28,504) 29,503 2 1,138 13,148 — — 3,356 149 22,294 39,295 Total debt securities held-to- maturity 79,310 (28,504) 50,806 14,288 3,356 61,738 Mortgage-backed securities: Federal Home Loan Mortgage Corporation Federal National Mortgage Association Federal housing authorities Total mortgage-backed 63,033 — 63,033 3,193 3 66,223 64,278 1,805 — 64,278 1,805 — 4,843 6 — — 69,121 1,811 securities held-to-maturity 129,116 — 129,116 8,042 3 137,155 Total held-to-maturity $208,426 (28,504) 179,922 22,330 3,359 198,893 95 INVESTORS BANCORP, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements (1) Unrealized gains and losses of held-to-maturity securities represent the other than temporary charge related to other non credit factors on corporate and other debt securities and is amortized through accumulated other comprehensive income over the remaining life of the securities. (2) Unrecognized holding gains and losses of held-to-maturity securities are not reflected in the financial statements, as they represent fair value fluctuations from the later of: (i) the date a security is designated as held-to-maturity; or (ii) the date that an OTTI charge is recognized on a held-to-maturity security, through the date of the balance sheet. During the year ended December 31, 2013 the Company transferred $524.0 million previously-designated available-for-sale to a held-to-maturity designation at fair value. In accordance with ASC 320, Investments — Debt and Equity Securities, the Company is required at each balance sheet date to reassess the classification of each security held. The reclassification is permitted as the Company has appropriately determined the ability and intent to hold these securities as an investment until maturity or call. The securities transferred had a net loss of $12.2 million that is reflected in accumulated other comprehensive loss on the consolidated balance sheet, net of subsequent amortization, which is being recognized over the life of the securities. F O R M 1 0 - K In December 2013, regulatory agencies adopted a rule on the treatment of certain collateralized debt obligations backed by trust preferred securities to implement sections of the Dodd-Frank Wall Street Reform and Consumer Protection Act, known as the Volcker Rule. Upon evaluation of the impact of the Volcker Rule, the Company reclassified a trust preferred security with a fair value of $670,000 from held-to maturity to available for sale as the Company will be required to sell this security. The security was in an unrealized gain position at the time of transfer. 96 INVESTORS BANCORP, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements 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 December 31, 2013 and December 31, 2012, was as follows: December 31, 2013 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: Equity Securities Mortgage-backed securities: Federal Home Loan Mortgage Corporation Federal National Mortgage $ 506 19 — 164,306 3,843 Association 210,493 3,855 Total mortgage-backed securities available- for-sale Total available- 374,799 7,698 for-sale $ 375,305 7,717 Held-to-maturity: Debt securities: Government-sponsored — — — — — 506 19 164,306 3,843 210,493 3,855 374,799 7,698 375,305 7,717 K - 0 1 M R O F — — — — enterprises $ 4,524 18 — — 4,524 18 Corporate and other debt securities Total debt securities held-to-maturity Mortgage-backed securities: Federal Home Loan Mortgage Corporation Federal National Mortgage 2,391 645 376 747 2,767 1,392 6,915 663 376 747 7,291 1,410 245,491 6,989 20,871 657 266,362 7,646 Association 390,750 9,147 4,454 256 395,204 9,403 Total mortgage-backed securities held-to- maturity Total held-to- maturity 636,241 16,136 25,325 913 661,566 17,049 643,156 16,799 25,701 1,660 668,857 18,459 Total $1,018,461 24,516 25,701 1,660 1,044,162 26,176 97 F O R M 1 0 - K INVESTORS BANCORP, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements December 31, 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 Total debt securities available-for-sale $ 3,035 3,035 3 3 Mortgage-backed securities: Federal Home Loan Mortgage Corporation 125,707 135 Federal National Mortgage Association 67,687 194 Total mortgage-backed securities available-for- sale Total available-for- 193,394 329 sale 196,429 332 — — 712 — 712 712 — — 3,035 3,035 16 126,419 — 67,687 3 3 151 194 16 194,106 345 16 197,141 348 Held-to-maturity: Debt securities: Corporate and other debt securities Total debt securities held- 1,951 171 1,542 3,185 3,493 3,356 to-maturity 1,951 171 1,542 3,185 3,493 3,356 Mortgage-backed securities: Federal Home Loan Mortgage Corporation Total mortgage-backed securities held-to- maturity Total held-to- maturity Total 347 347 3 3 — — — — 347 347 3 3 2,298 $198,727 174 506 1,542 2,254 3,185 3,201 3,840 200,981 3,359 3,707 The majority of the gross unrealized losses relate to our mortgage-backed-security portfolio which are guaranteed by Government Sponsored Enterprises. These securities have been negatively impacted by the recent increase in long-term market interest rates. The remaining gross unrealized losses relate to our corporate and other debt securities whose estimated fair value of has been adversely impacted by the current economic environment, current market interest rates, wider credit spreads and credit deterioration subsequent to the purchase of these securities. The portfolio consists of 35 pooled trust preferred securities (“TruPS”), principally issued by banks. In December 2013, one TruP security was entirely liquidated. The Company had previously recorded an OTTI charge on the income statement on this security in 2008. The remaining book value at liquidation was approximately $68,000. At December 31, 2013, the amortized cost and estimated fair values of 98 K - 0 1 M R O F INVESTORS BANCORP, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements the trust preferred portfolio was $30.4 million and $49.2 million, respectively with 5 of the securities in an unrealized loss position (see “OTTI” for further discussion). 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 December 31, 2013. The Company does not own any single-issuer trust preferred securities. (Dollars in 000’s) Description Alesco PF II Alesco PF III Alesco PF III Alesco PF IV Alesco PF VI MM Comm III MMCaps XVII MMCaps XIX Tpref I Tpref II US Cap I US Cap I US Cap II US Cap III Trapeza XII Trapeza XIII Pretsl XXIII Pretsl XXIV Pretsl IV Pretsl V Pretsl VII Pretsl XV Pretsl XVII Pretsl XVIII Pretsl XIX Pretsl XX Pretsl XXI Pretsl XXIII Pretsl XXIV Pretsl XXV Pretsl XXVI Pref Pretsl IX Pretsl II (4) Pretsl X $ Class B1 B1 B2 B1 C2 B C1 C B B B2 B1 B1 B1 C1 C1 A1 A1 Mez Mez Mez B1 C C C C C1 A-FP C1 C1 C1 B2 B1 C2 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 Book Value Fair Value 293.3 $ 703.0 281.3 354.2 601.8 98.7 1,464.2 500.6 1,423.1 3,837.4 837.5 2,493.7 1,295.0 1,696.5 1,597.2 1,696.8 574.7 1,962.4 140.5 16.1 251.6 1,001.2 637.6 1,471.8 635.7 335.3 760.5 655.7 622.0 367.7 439.2 405.3 670.0 229.0 398.2 $ 1,311.0 524.4 589.8 1,456.3 2,906.7 1,846.6 22.0 1,355.4 4,523.7 1,593.6 4,780.8 2,352.5 2,262.7 1,020.1 2,302.0 1,415.1 4,218.4 210.6 15.6 1,552.7 1,510.2 1,019.7 2,045.6 716.4 416.8 1,982.9 1,719.3 353.5 501.7 723.2 586.4 670.0 324.0 30 32 32 39 45 5 31 30 8 17 30 30 35 28 31 42 69 60 6 104.9 608.0 243.1 235.6 854.5 2,808.0 382.4 (478.6) (67.7) 686.3 756.1 2,287.1 1,057.5 566.2 (577.2) 605.2 840.4 2,256.0 70.1 (0.5) — 12 53 36 55 50 47 52 93 60 48 50 28 23 33 1,301.1 509.0 382.1 573.8 80.7 81.5 1,222.4 1,063.6 (268.5) 134.0 284.1 181.1 — 95.0 11.83% 10.63% 10.63% 1.17% 7.53% 30.00% 12.57% 25.41% 49.19% 33.44% 10.51% 10.51% 14.92% 15.41% 23.79% 18.43% 19.97% 26.04% 18.05% 65.46% 47.77% 18.00% 19.03% 20.94% 14.92% 18.17% 19.43% 21.13% 26.04% 26.39% 24.06% 23.26% 8.02% 30.27% 8.94% 9.62% 9.62% 9.77% 12.07% 8.88% 11.05% 16.94% 9.40% 13.48% 8.90% 8.90% 8.97% 14.49% 17.90% 15.58% 15.29% 18.08% 8.36% — % 13.26% 17.18% 20.19% 13.30% 13.70% 16.30% 15.36% 12.69% 18.08% 14.50% 16.09% 13.45% 9.72% 11.72% — % — % — % — % — % Ca / C Ca / C Ca / C C / C Ca / C 12.84% Ba1 / BB Ca / C C / C — % — % — % Ca / WD Caa3 / C — % Caa1 / C — % Caa1 / C — % Caa1 / C — % Ca / C — % C / C — % Ca / C — % 31.40% A1 / A 24.85% A3 / BBB 19.00% — % — % — % — % — % — % — % — % B1 / B C / WD Ca / C C / C C / CC Ca / C C / C C / C C / C 18.28% A1 / BBB — % — % — % — % — % — % C / C C / C C / C Caa1 / C B Caa3 / C $30,350.6 $49,227.9 $18,877.3 (1) At December 31, 2013, assumed recoveries for current deferrals and defaulted issuers ranged from 1.2% to 65.5%. (2) At December 31, 2013, assumed recoveries for expected deferrals and defaulted issuers ranged from 8.4% to 20.2%. (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. 99 F O R M 1 0 - K INVESTORS BANCORP, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements (4) Security is classified as available-for-sale at December 31, 2013. 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, therefore, mortgage-backed securities are not included in the following table. The amortized cost and estimated fair value of debt securities at December 31, 2013, by contractual maturity, are shown below. Due in one year or less Due after one year through five years Due after five years through ten years Due after ten years Total December 31, 2013 Carrying Value Estimated fair value (In thousands) $12,711 4,822 — 35,356 $52,889 12,720 4,804 — 54,757 72,281 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. 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 December 31, 2013, the discounted cash flow projected for one of the Company’s pooled trust preferred securities fell below its adjusted book value. Based on the review of underlying collateral, the credit of this security has continued to deteriorate and therefore the Company recorded net other-than-temporary impairment (“OTTI”) charge of $977,000 for the year ended December 31, 2013. At December 31, 2013 the security had a fair value of $46,000. At December 31, 2013, non credit-related OTTI recorded on the previously impaired pooled trust preferred securities was $26.4 million ($15.6 million after-tax). 100 K - 0 1 M R O F INVESTORS BANCORP, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements 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. Balance of credit related OTTI, beginning of period Additions: Initial credit impairments Subsequent credit impairments Reductions: Accretion of credit loss impairment due to an increase in expected cash flows Balance of credit related OTTI, end of period For the Year Ended December 31, 2013 2012 2011 $114,514 (In thousands) 117,003 119,809 — 977 — — — — (3,256) (2,489) (2,806) $112,235 114,514 117,003 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 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 Gains and losses on the sale of all securities are determined using the specific identification method. For the year ended December 31, 2013, proceeds from sales of securities from available-for-sale portfolio were $56.0 million, which resulted in gross realized gains of $846,100 and $162,300 of gross realized losses as well as $88,600 of net gains on capital distributions of equity securities. In addition, at December 31, 2013 the Company recognized a net other-than-temporary charge of $977,000 for one of the pooled trust preferred security falling below its adjusted book value. There were no sales from the held-to-maturity portfolio for the year ended December 31, 2013. For the year ended December 31, 2012, proceeds from sales of securities from available-for-sale portfolio were $216.8 million, which resulted in gross realized gains of $176,000 and no gross realized losses. Included in the sales proceeds for the year ended December 31, 2012 were $166.8 million that were acquired from Brooklyn Federal. In addition, the Company realized a $42,000 loss on capital distributions of equity securities during the year ended December 31, 2012. For the year ended December 31, 2012 proceeds from sales of securities from held-to-maturities portfolio were $14.9 million, which resulted in gross realized gains of $193,000 and gross realized losses of $53,000. Sales from the held-to-maturity portfolio, which had a book value of $14.9 million, 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. 101 F O R M 1 0 - K INVESTORS BANCORP, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements For the year ended December 31, 2011, proceeds from sales of mortgage-backed securities from the available-for-sale portfolio were $37.0 million which resulted in gross realized gains and gross realized losses of $937,000 and $2,105,000, 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. For the year ended December 31, 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 $103,000, respectively. Sales from the held-to-maturity portfolio, which had a book value of $20.5 million, 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. In addition, the Company realized a $92,000 gain on capital distributions of equity securities and a $3,000 loss on the call of debt securities for the year ended December 31, 2011. 5. Loans Receivable, Net The detail of the loan portfolio as of December 31, 2013 was as follows: Residential mortgage loans Multi-family loans Commercial real estate loans Construction loans Consumer and other loans Commercial and industrial loans December 31, 2013 December 31, 2012 (In thousands) $ 5,692,810 3,985,517 2,485,937 194,542 403,929 265,836 4,837,838 2,995,052 1,966,156 224,816 238,922 168,943 Total loans excluding PCI loans 13,028,571 10,431,727 PCI loans Net unamortized premiums and deferred loan costs(1) Allowance for loan losses 36,047 (8,146) (173,928) 6,744 10,487 (142,172) Net loans $12,882,544 $10,306,786 (1) Included in unamortized premiums and deferred loan costs are accretable purchase accounting adjustments in connection with loans acquired. Purchased Credit-Impaired Loans Purchased Credit-Impaired (“PCI”) loans, are loans acquired at a discount that is due, in part, to credit quality. In conjunction with the Roma Financial acquisition loans totaling $26.4 million were deemed to be PCI at December 6, 2013. PCI loans are accounted for in accordance with ASC Subtopic 310-30 and are initially recorded at fair value (as determined by the present value of expected future cash flows) with no valuation allowance (i.e., the allowance for loan losses). 102 INVESTORS BANCORP, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements The following table presents information regarding the estimates of the contractually required payments, the cash flows expected to be collected, and the estimated fair value of the PCI loans acquired in the Roma Financial acquisition as of December 6, 2013: Contractually required principal and interest Contractual cash flows not expected to be collected (non-accretable difference) Expected cash flows to be collected Interest component of expected cash flows (accretable yield) Fair value of acquired loans December 6, 2013 (In thousands) $ 46,231 (16,441) 29,790 (3,425) $ 26,365 The following table presents information regarding the estimates of the contractually required payments, the cash flows expected to be collected, and the estimated fair value of the PCI loans acquired in Marathon acquisition as of October 15, 2012: Contractually required principal and interest Contractual cash flows not expected to be collected (non-accretable difference) Expected cash flows to be collected Interest component of expected cash flows (accretable yield) Fair value of acquired loans October 15, 2012 (In thousands) $11,774 (4,163) 7,611 (1,537) $ 6,074 The following table presents changes in the accretable yield for PCI loans during the years ended December 31, 2013 and 2012: K - 0 1 M R O F Balance, beginning of period Acquisitions Accretion Net reclassification from non-accretable difference Balance, end of period An analysis of the allowance for loan losses is summarized as follows: Balance at beginning of the period Loans charged off Recoveries Net charge-offs Provision for loan losses Balance at end of the period 103 Year Ended December 31, 2013 Year Ended December 31, 2012 (In thousands) $1,457 3,425 (728) — $4,154 — 1,537 (80) — 1,457 Year Ended December 31, 2013 2012 2011 $142,172 (22,610) 3,866 (In thousands) 117,242 (44,150) 4,080 (18,744) 50,500 (40,070) 65,000 90,931 (50,187) 998 (49,189) 75,500 $173,928 142,172 117,242 F O R M 1 0 - K INVESTORS BANCORP, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements 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. GAAP, 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 Roma Financial, Marathon Bank and Brooklyn Federal Savings Bank transactions as the loans were marked to fair value on the date of acquisition and there has been no subsequent credit deterioration. 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 loan with an outstanding balance greater than $1.0 million and on non-accrual status, loans modified in a troubled debt restructuring (“TDR”), and other commercial loans greater than $1.0 million if management has specific information that it is probable they will not collect all amounts due under the contractual terms of the loan agreement. 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 allowance contains reserves identified as unallocated to cover inherent losses within a given loan category which have not been otherwise reviewed or measured on an individual basis. Such reserves include the evaluation of the national and local economy, loan portfolio volumes, the composition and concentrations of credit, credit quality and delinquency trends. These reserves reflect management’s attempt to ensure that the overall allowance reflects a margin for imprecision and the uncertainty that is inherent in estimates of probable credit losses. 104 K - 0 1 M R O F INVESTORS BANCORP, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements 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 Accounting 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 estate 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, multi-family and construction 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 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 its credit department and 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 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. 105 INVESTORS BANCORP, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements 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. F O R M 1 0 - K 106 INVESTORS BANCORP, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements The following tables present the balance in the allowance for loan losses and the recorded investment in loans by portfolio segment and based on impairment method as of the years ended December 31, 2013 and 2012: Residential Mortgage Multi- Family Commercial Real Estate Construction Loans Commercial and Industrial Loans Consumer and Other Loans Unallocated Total December 31, 2013 (In thousands) Allowance for loan losses: Beginning balance- December 31, 2012 Charge-offs Recoveries Provision Ending balance- December 31, 2013 Individually evaluated for impairment Collectively evaluated for impairment Loans acquired with deteriorated credit quality Balance at December 31, 2013 Loans: Individually evaluated for impairment Collectively evaluated for impairment Loans acquired with deteriorated credit quality Balance at December 31, 2013 $ 45,369 (15,508) 2,528 19,371 29,853 (1,266) 219 13,297 33,347 (1,101) 65 14,346 16,062 (3,424) 315 (4,006) 4,094 (516) 604 5,091 2,086 (795) 135 735 11,361 — — 1,666 142,172 (22,610) 3,866 50,500 $ 51,760 42,103 46,657 8,947 9,273 2,161 13,027 173,928 K - 0 1 M R O F $ 2,066 — — — — — — 2,066 49,694 42,103 46,657 8,947 9,273 2,161 13,027 171,862 — — — — — — — — $ 51,760 42,103 46,657 8,947 9,273 2,161 13,027 173,928 $ 20,987 15,313 11,713 17,037 1,612 — — 66,662 5,671,823 3,970,204 2,474,224 177,505 264,224 403,929 — 12,961,909 5,541 691 19,390 7,719 2,586 120 — 36,047 $5,698,351 3,986,208 2,505,327 202,261 268,422 404,049 — 13,064,618 107 INVESTORS BANCORP, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements Residential Mortgage Multi- Family Commercial Real Estate Construction Loans Commercial and Industrial Loans Consumer and Other Loans Unallocated Total December 31, 2012 (In thousands) Allowance for loan losses: Beginning balance- December 31, 2011 $ Charge-offs Recoveries Provision Ending balance- 32,447 (20,180) 593 32,509 13,863 (9,058) — 25,048 30,947 (479) 43 2,836 22,839 (13,227) 3,387 3,063 3,677 (99) 23 493 1,335 (1,107) 34 1,824 12,134 — — (773) 117,242 (44,150) 4,080 65,000 December 31, 2012 $ 45,369 29,853 33,347 16,062 4,094 2,086 11,361 142,172 F O R M 1 0 - K Individually evaluated for impairment Collectively evaluated for impairment Loans acquired with deteriorated credit quality Balance at $ 2,142 — — — — — — 2,142 43,227 29,853 33,347 16,062 4,094 2,086 11,361 140,030 — — — — — — — — December 31, 2012 $ 45,369 29,853 33,347 16,062 4,094 2,086 11,361 142,172 Loans: Individually evaluated for impairment Collectively evaluated for impairment Loans acquired with deteriorated credit quality Balance at $ 12,235 10,574 7,075 26,314 1,208 — — 57,406 4,825,603 2,984,478 1,959,081 198,502 167,735 238,922 — 10,374,321 477 419 5,533 — 315 — — 6,744 December 31, 2012 $4,838,315 2,995,471 1,971,689 224,816 169,258 238,922 — 10,438,471 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. 108 INVESTORS BANCORP, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements 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 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 tables present the risk category of loans as of December 31, 2013 and December 31, 2012 by class of loans excluding PCI loans: Pass Special Mention Substandard Doubtful Loss Total December 31, 2013 Residential Multi-family Commercial real estate Construction Commercial and industrial Consumer and Other $ 5,584,728 3,919,808 2,389,086 158,576 247,983 400,890 23,252 49,199 23,739 7,847 7,540 1,065 (In thousands) 84,830 16,510 73,112 28,119 10,313 1,974 Total $12,701,071 112,642 214,858 — — — — — — — — — — — — — 5,692,810 3,985,517 2,485,937 194,542 265,836 403,929 — 13,028,571 Residential Multi-family Commercial real estate Construction Commercial and industrial Consumer and Other Pass Special Mention Substandard Doubtful Loss Total December 31, 2012 $ 4,714,303 2,945,844 1,924,655 160,390 162,428 236,418 45,144 31,594 18,869 3,315 3,319 1,065 (In thousands) 78,266 17,614 22,632 61,111 3,196 1,238 125 — — — — — — — — — 201 — 4,837,838 2,995,052 1,966,156 224,816 168,943 238,922 Total $10,144,038 103,306 184,057 326 — 10,431,727 K - 0 1 M R O F 109 INVESTORS BANCORP, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements The following tables present the payment status of the recorded investment in past due loans as of December 31, 2013 and December 31, 2012 by class of loans excluding PCI loans: Residential mortgage Multi-family Commercial real estate Construction Commercial and industrial Consumer and other 30-59 Days 60-89 Days December 31, 2013 Greater than 90 Days Total Past Due Current (In thousands) $ 17,779 1,408 16,380 302 5,871 897 7,358 218 10,247 527 287 168 66,079 3,588 2,091 16,181 775 1,973 91,216 5,214 28,718 17,010 6,933 3,038 5,601,594 3,980,303 2,457,219 177,532 258,903 400,891 Total Loans Receivable 5,692,810 3,985,517 2,485,937 194,542 265,836 403,929 Total $ 42,637 18,805 90,687 152,129 12,876,442 13,028,571 F O R M 1 0 - K Residential mortgage Multi-family Commercial real estate Construction Commercial and industrial Consumer and other 30-59 Days 60-89 Days $ 33,451 191 16,469 — 631 881 11,715 3,950 3,016 — 2,639 196 December 31, 2012 Greater than 90 Days Total Past Due Current (In thousands) 76,088 11,143 753 18,876 375 1,238 121,254 15,284 20,238 18,876 3,645 2,315 4,716,584 2,979,768 1,945,918 205,940 165,298 236,607 Total Loans Receivable 4,837,838 2,995,052 1,966,156 224,816 168,943 238,922 Total $ 51,623 21,516 108,473 181,612 10,250,115 10,431,727 The following table presents non-accrual loans excluding PCI loans at the dates indicated: Non-accrual: Residential and consumer Construction Multi-family Commercial real estate Commercial and industrial Total Non-accrual Loans December 31, 2013 December 31, 2012 # of loans Amount # of loans Amount (Dollars in thousands) 304 18 5 12 4 343 $ 74,282 16,181 5,905 2,711 1,281 $100,360 354 9 5 4 2 374 $ 82,533 25,764 11,143 753 375 $120,568 Included in the non-accrual table above are TDR loans whose payment status is current but the Company has classified as non-accrual as the loans have not maintained current payment status for six consecutive months and therefore do not meet the criteria for accrual status. As of December 31, 2013, these loans are comprised of 1 multi-family loan for $2.3 million, 1 commercial loan for $620,000, 1 commercial and industrial loan for $506,000 and 14 residential loans totaling $4.6 million. There were 5 residential TDR loans totaling $1.6 million which were 30-89 delinquent classified as non-accrual. The Company has no loans past due 90 days or more delinquent that are still accruing interest. PCI loans are excluded from non accrual loans, as they are recorded at 110 INVESTORS BANCORP, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements fair value based on the present value of expected future cash flows. As of December 31, 2013, PCI loans totaled $36.0 million of which $19.6 million were current and $16.4 million were 90 days or more delinquent. As of December 31, 2012, PCI loans totaled $6.7 million of which $5.7 million were current and $966,000 were 90 days or more delinquent. At December 31, 2013 and 2012, loans meeting the Company’s definition of an impaired loan were primarily collateral dependent and totaled $66.7 million and $57.4 million, respectively, with allocations of the allowance for loan losses of $2.1 million for both periods. During the years ended December 31, 2013 and 2012, interest income received and recognized on these loans totaled $2.4 million and $1.6 million, respectively. The following tables present loans individually evaluated for impairment by class of loans as of December 31, 2013 and December 31, 2012: With no related allowance: Residential mortgage Multi-family Commercial real estate Construction Commercial and industrial With an allowance recorded: Residential mortgage Multi-family Commercial real estate Construction Commercial and industrial Total: Residential mortgage Multi-family Commercial real estate Construction Commercial and industrial Total impaired loans K - 0 1 M R O F December 31, 2013 Recorded Investment Unpaid Principal Balance Related Allowance Average Recorded Investment Interest Income Recognized (In thousands) $ 3,924 15,313 11,713 17,037 1,612 17,063 — — — — 20,987 15,313 11,713 17,037 1,612 5,607 28,681 12,223 26,642 1,612 17,457 — — — — 23,064 28,681 12,223 26,642 1,612 $66,662 92,222 — — — — — 2,066 — — — — 2,066 — — — — 2,066 3,330 15,405 11,538 19,157 1,490 15,880 — — — — 19,210 15,405 11,538 19,157 1,490 66,800 190 428 679 198 105 753 — — — — 943 428 679 198 105 2,353 111 INVESTORS BANCORP, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements With no related allowance: Residential mortgage Multi-family Commercial real estate Construction Commercial and industrial With an allowance recorded: Residential mortgage Multi-family Commercial real estate Construction Commercial and industrial Total: Residential mortgage Multi-family Commercial real estate Construction Commercial and industrial Total impaired loans F O R M 1 0 - K December 31, 2012 Recorded Investment Unpaid Principal Balance Related Allowance Average Recorded Investment Interest Income Recognized (In thousands) $ 1,448 10,574 7,075 26,314 1,208 10,787 — — — — 12,235 10,574 7,075 26,314 1,208 2,176 19,336 7,476 43,945 1,208 11,075 — — — — 13,251 19,336 7,476 43,945 1,208 $57,406 85,216 — — — — — 2,142 — — — — 2,142 — — — — 2,142 1,375 6,764 5,081 25,557 641 9,569 2,316 — 17,054 — 10,944 9,080 5,081 42,611 641 68,357 20 310 492 384 90 283 — — — — 303 310 492 384 90 1,579 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. 112 K - 0 1 M R O F INVESTORS BANCORP, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements The following tables present the total troubled debt restructured loans at December 31, 2013 and December 31, 2012 excluding the PCI loans: December 31, 2013 Accrual Non-accrual Total # of loans Amount # of loans Amount # of loans Amount Residential mortgage Multi-family Commercial real estate Commercial and industrial Construction 35 4 7 1 3 50 $12,975 9,844 11,093 1,106 4,552 — (Dollars in thousands) $ 8,021 2,317 620 506 — 26 1 1 1 $39,570 29 $11,464 61 5 8 2 3 79 $20,996 12,161 11,713 1,612 4,552 $51,034 December 31, 2012 Accrual Non-accrual Total # of loans Amount # of loans Amount # of loans Amount Residential mortgage Commercial real estate Commercial and industrial Construction 18 3 1 — $ 7,178 21 7,471 — 1,107 — (Dollars in thousands) $ 5,057 — — 6,888 — 3 22 $15,756 24 $11,945 39 3 1 3 46 $12,235 7,471 1,107 6,888 $27,701 The following tables present information about troubled debt restructurings which occurred during the years ended December 31, 2013 and 2012: Year Ended December 31, 2013 2012 Pre- modification Recorded Investment Post- modification Recorded Investment Number of Loans Pre- modification Recorded Investment Post- modification Recorded Investment Number of Loans (Dollars in thousands) 23 5 4 1 $10,031 20,677 5,080 521 $ 9,463 13,060 4,679 521 20 — 1 1 $5,477 — 4,901 1,107 $5,523 — 4,901 1,107 Troubled Debt Restructings: Residential mortgage Multi-family Commercial real estate Commercial and industrial Post-modification recorded investment represents the balance immediately following modification. Residential mortgage loan modifications primarily involved the reduction in loan interest rate and extension of loan maturity dates. 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 $1.6 million and $3.5 million in charges-offs for collateral dependant TDRs during the years ended December 31, 2013 and 2012. The allowance for loan losses associated with the TDRs presented in the above tables totaled $2.1 million for both periods at December 31, 2013 and 2012, respectively. 113 INVESTORS BANCORP, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements Residential TDRs were modified to reflect a reduction in interest rates to current market rates. Several residential TDRs include step up interest rates in their modified terms which will impact their weighted average yield in the future. For the year ended December 31, 2013, there were 23 residential TDRs that had a weighted average modified interest rate of approximately 3.33% compared to a yield of 5.05% prior to modification. For the year ended December 31, 2012, there were 20 residential TDRs that had a weighted average modified interest rate of approximately 3.15% compared to a yield of 5.67% prior to modification. Commercial loan modifications which qualified as a TDR comprised of terms of maturity being extended and reduction in interest rates to current market terms. For the year ended December 31, 2013, there were 4 commercial real estate TDRs had a weighted average modified interest rate of approximately 5.41% as compared to a yield of 7.29% prior to modification, 5 multi-family TDRs that had a weighted average modified interest rate of approximately 3.79% as compared to a rate of 7.66% prior to modification and 1 commercial and industrial TDR that had a weighted average modified interest rate of approximately 4.00% as compared to a rate of 6.00% prior to modification. For the year ended December 31, 2012, commercial real estate TDRs that had a weighted average modified interest rate of approximately 5.75% compared to a yield of 5.82% prior to modification. Loans modified as TDRs in the previous 12 months to December 31, 2013, for which there was a payment default consisted of two residential loans with a recorded investment of $763,000 at December 31, 2013. Loans modified as TDRs in the previous 12 months to December 31, 2012, for which there was a payment default consisted of 1 construction loan with a recorded investment of $2.9 million and three residential loans with a recorded investment of $413,000 at December 31, 2012. F O R M 1 0 - K 6. Office Properties and Equipment, Net Office properties and equipment are summarized as follows: Land Office buildings Leasehold improvements Furniture, fixtures and equipment Construction in process Less accumulated depreciation and amortization December 31, 2013 2012 (In thousands) $ 12,728 73,770 44,587 54,610 24,299 10,728 27,715 42,419 33,577 20,062 209,994 71,889 134,501 43,093 $138,105 91,408 Depreciation and amortization expense for the years ended December 31, 2013, 2012 and 2011 was $8.5 million, $7.2 million and $6.4 million, respectively. 7. Goodwill and Other Intangible Assets The carrying amount of goodwill for the years ended December 31, 2013 and December 31, 2012 was approximately $77.6 million and $77.1 million. For the year ended December 31, 2013, the increase in goodwill primarily reflects the acquisition of Roma Financial. 114 INVESTORS BANCORP, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements The following table summarizes other intangible assets as of December 31, 2013 and December 31, 2012: December 31, 2013 Mortgage Servicing Rights Core Deposit Premiums Other Total other intangible assets December 31, 2012 Mortgage Servicing Rights Core Deposit Premiums Other Total other intangible assets Gross Intangible Asset Accumulated Amortization Valuation Allowance Net Intangible Assets (In thousands) $44,801 23,205 300 $68,306 $37,838 14,338 300 $52,476 (30,018) (6,569) (80) (36,667) (24,107) (4,455) (50) (28,612) (81) — — (81) (1,705) — — (1,705) 14,702 16,636 220 31,558 12,026 9,883 250 22,159 Mortgage servicing rights are accounted for using the amortization method. Under this method, the Company amortizes the loan servicing asset in proportion to, and over the period of, estimated net servicing revenues. During 2008, the Company began selling loans on a servicing-retained basis. Loans that were sold on this basis, amounted to $1.71 billion and $1.40 billion at December 31, 2013 and December 31, 2012 respectively, all of which relate to residential mortgage loans. At December 31, 2013 and 2012, the servicing asset, included in intangible assets, had an estimated fair value of $14.7 million and $12.0 million, respectively. Fair value was based on expected future cash flows considering a weighted average discount rate of 10.20% , a weighted average constant prepayment rate on mortgages of 8.48% and a weighted average life of 7.4 years. Core deposit premiums are amortized using an accelerated method and having a weighted average amortization period of 10 years. For the year ended December 31, 2013, the Company recorded $8.9 million in core deposit premiums resulting from the acquisitions of Roma Financial. The following presents the estimated future amortization expense of other intangible assets for the next five K - 0 1 M R O F years: 2014 2015 2016 2017 2018 Mortgage Servicing Rights Core Deposit Premiums Other (In thousands) $3,469 3,047 2,611 2,191 1,772 $4,076 3,588 3,158 2,779 2,444 $30 30 30 30 30 115 F O R M 1 0 - K INVESTORS BANCORP, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements 8. Deposits Deposits are summarized as follows: December 31, 2013 2012 Weighted Average Rate Amount % of Total Weighted Average Rate Amount % of Total 0.28% $ 2,212,034 3,163,250 0.17% 1,958,982 0.34% (In thousands) 20.64% 0.37% $1,718,199 29.50% 0.21% 2,498,829 18.28% 0.37% 1,585,865 0.25% 0.83% 7,334,266 3,384,545 68.42% 0.30% 5,802,893 31.58% 1.19% 2,965,964 19.59% 28.50% 18.09% 66.18% 33.82% 0.43% $10,718,811 100.00% 0.60% $8,768,857 100.00% Savings Checking accounts Money market deposits Total transaction accounts Certificates of deposit Total Deposits Scheduled maturities of certificates of deposit are as follows: Within one year One to two years Two to three years Three to four years After four years December 31, 2013 2012 (In thousands) $2,170,493 552,127 376,172 179,774 105,979 1,632,705 586,001 225,973 284,634 236,651 $3,384,545 2,965,964 The aggregate amount of certificates of deposit in denominations of $100,000 or more totaled approximately $1.58 billion and $1.30 billion at December 31, 2013 and December 31, 2012. Interest expense on deposits consists of the following: Savings Checking accounts Money market deposits Certificates of deposit Total For the Year Ended December 31, 2013 2012 2011 $ 6,320 6,245 7,537 29,867 (In thousands) 7,859 6,586 7,937 41,200 9,713 5,999 7,275 56,902 $49,969 63,582 79,889 116 INVESTORS BANCORP, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements 9. Borrowed Funds Borrowed funds are summarized as follows: Funds borrowed under repurchase agreements: FHLB Other brokers December 31, 2013 2012 Weighted Average Rate Principal Weighted Average Rate Principal (Dollars in thousands) $ 23,000 244,681 3.90% $ 1.35% 55,000 3.94% — — Total funds borrowed under repurchase agreements 267,681 1.60% 55,000 3.94% Other borrowed funds: FHLB advances Other Total other borrowed funds: Total borrowed funds Borrowed funds had scheduled maturities as follows: 3,094,494 5,099 1.83% 2,645,500 5,152 1.91% 2.14% 1.92% 3,099,593 1.83% 2,650,652 2.14% $3,367,274 1.81% $2,705,652 2.18% K - 0 1 M R O F December 31, 2013 2012 Weighted Average Rate Principal Weighted Average Rate Within one year One to two years Two to three years Three to four years Four to five years After five years Principal $1,214,204 311,500 325,000 250,730 714,246 551,594 (Dollars in thousands) 0.64% $ 915,500 109,000 3.49% 301,000 2.79% 325,000 3.01% 225,000 2.26% 830,152 1.73% Total borrowed funds $3,367,274 1.81% $2,705,652 1.26% 3.07% 3.50% 2.79% 2.90% 2.16% 2.18% Mortgage-backed securities have been sold, subject to repurchase agreements, to the FHLB and various brokers. Mortgage-backed securities sold, subject to repurchase agreements, are held by the FHLB for the benefit of the Company. Repurchase agreements require repurchase of the identical securities. Whole mortgage loans have been pledged to the FHLB as collateral for advances, but are held by the Company. 117 INVESTORS BANCORP, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements The amortized cost and fair value of the underlying securities used as collateral for securities sold under agreements to repurchase are as follows: Amortized cost of collateral: Mortgage-backed securities Total amortized cost of collateral Fair value of collateral: Mortgage-backed securities Total fair value of collateral December 31, 2013 2012 (Dollars in thousands) $325,392 $325,392 98,401 98,401 $322,563 102,673 $322,563 102,673 F O R M 1 0 - K In addition to the above securities, the Company has also pledged mortgage loans as collateral for these borrowings. During the years ended December 31, 2013, 2012 and 2011, the maximum month-end balance of the repurchase agreements was $261.2 million, $250.0 million and $500.0 million, respectively. The average amount of repurchase agreements outstanding during the years ended December 31, 2013, 2012 and 2011 was $165.4 million, $156.1 million and $347.3 million, respectively, and the average interest rate was 1.50%, 3.93% and 4.26%, respectively. At December 31, 2013, the Company participated in the FHLB’s Overnight Advance program. This program allows members to borrow overnight up to their maximum borrowing capacity at the FHLB. At December 31, 2013, our borrowing capacity at the FHLB was $6.89 billion, of which the Company had outstanding borrowings of $3.12 billion and outstanding letters of credit of $1.18 billion. The overnight advances are priced at the federal funds rate plus a spread (generally between 20 and 30 basis points) and re-price daily. In addition, the Bank had an effective commitment for unsecured discretionary overnight borrowings with other institutions totaling $100 million, of which no balance was outstanding at December 31, 2013. 10. Income Taxes The components of income tax expense are as follows: Current tax expense: Federal State Deferred tax (benefit) expense: Federal State Total income tax expense 118 Year Ended December 31, 2013 2012 2011 (In thousands) $ 76,692 7,881 84,573 62,331 4,491 66,822 54,258 3,630 57,888 (16,887) (3,931) (11,331) 592 (11,550) (57) (20,818) (10,739) (11,607) $ 63,755 56,083 46,281 INVESTORS BANCORP, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements The following table presents the reconciliation between the actual income tax expense and the “expected” amount computed using the applicable statutory federal income tax rate of 35%: “Expected” federal income tax expense State tax, net Bank owned life insurance Expiration of loss carryforward Change in valuation allowance for federal deferred tax assets ESOP fair market value adjustment Non-deductible compensation Non-deductible acquisition related expenses Expiration of stock options Other Total income tax expense Year Ended December 31, 2013 2012 2011 $61,525 2,567 (1,014) 645 (645) 538 411 297 — (569) (In thousands) 50,698 3,304 (972) 2 (2) 295 454 866 1,267 171 43,808 2,322 (1,098) 36 (36) 189 566 — — 494 $63,755 56,083 46,281 The temporary differences and loss carryforwards which comprise the deferred tax asset and liability are as follows: K - 0 1 M R O F Deferred tax asset: Employee benefits Deferred compensation Premises and equipment Allowance for loan losses Net unrealized loss on securities Net other than temporary impairment loss on securities Capital losses on securities ESOP Allowance for delinquent interest Fair value adjustments related to acquisition Discount Accretion Other Gross deferred tax asset Valuation allowance Deferred tax liability: Intangible assets Discount accretion Premises and equipment Gross deferred tax liability Net deferred tax asset December 31, 2013 2012 (In thousands) $ 25,882 1,265 — 67,135 14,631 44,945 — 2,279 18,340 38,131 89 4,480 21,165 1,403 907 53,308 1,888 46,384 762 1,840 11,677 8,209 — 3,910 217,177 — 151,453 (762) 217,177 150,691 381 — 590 971 550 135 — 685 $216,206 150,006 A deferred tax asset is recognized for the estimated future tax effects attributable to temporary differences and carryforwards. The measurement of deferred tax assets is reduced by the amount of any tax benefits that, 119 INVESTORS BANCORP, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements based on available evidence, are more likely than not to be realized. The ultimate realization of the deferred tax asset is dependent upon the generation of future taxable income during the periods in which those temporary differences and carryforwards become deductible. At December 31, 2013, the Company had gross unrealized losses totaling $143.5 million pertaining to our trust preferred securities which were recognized as OTTI charges during the year ended June 30, 2009. Based upon projections of future taxable income and the ability to carry back losses for two years, management believes it is more likely than not the Company will realize the deferred tax asset. A valuation allowance is recorded for tax benefits which management has determined are not more likely than not to be realized. Due to the expiration of its remaining capital loss carryforwards, the Company no longer maintains a valuation allowance at December 31, 2013. At December 31, 2012, the valuation allowance was $762,000, all of which was related to capital losses on securities. F O R M 1 0 - K Retained earnings at December 31, 2013 included approximately $42.3 million for which deferred income taxes of approximately $17.1 million have not been provided. The retained earnings amount represents the base year allocation of income to bad debt deductions for tax purposes only. Base year reserves are subject to recapture if the Bank makes certain non-dividend distributions, repurchases any of its stock, pays dividends in excess of tax earnings and profits, or ceases to maintain a bank charter. Under ASC 740, this amount is treated as a permanent difference and deferred taxes are not recognized unless it appears that it will be reduced and result in taxable income in the foreseeable future. Events that would result in taxation of these reserves include failure to qualify as a bank for tax purposes or distributions in complete or partial liquidation. The Company had no unrecognized tax benefits or related interest or penalties at December 31, 2013 and 2012. The Company files income tax returns in the United States federal jurisdiction and in the states of New Jersey and New York. With few exceptions, the Company is no longer subject to federal and state income tax examinations by tax authorities for years prior to 2009. At December 31, 2013, the Company is being audited by New York City in relation to an acquired entity. In February 2014, Investors Bank was notified by New York State that they would be conducting an audit of its tax returns for the years 2010 through 2012. 11. Benefit Plans Defined Benefit Pension Plan The Company participates in the Pentegra Defined Benefit Plan for Financial Institutions (“Pentegra DB Plan”), a tax-qualified defined-benefit pension plan. The Pentegra DB Plan’s Employer Identification Number is 13-5645888 and the Plan Number is 333. The Pentegra DB Plan operates as a multi-employer plan for accounting purposes and as a multiple-employer plan under the Employee Retirement Income Security Act of 1974 and the Internal Revenue Code. There are no collective bargaining agreements in place that require contributions to the Pentegra DB Plan. The Pentegra DB Plan is a single plan under Internal Revenue Code Section 413(c) and, as a result, all of the assets stand behind all of the liabilities. Accordingly, under the Pentegra DB Plan contributions made by a participating employer may be used to provide benefits to participants of other participating employers. The funded status (fair value of plan assets divided by funding target) as of July 1, 2013 and 2012 was 98.38% and 103.01%, respectively. The fair value of plan assets reflects any contributions received through June 30, 2013. The Company’s required contribution and pension cost was $5.9 million, $5.2 million and $5.2 million in the years ended December 31, 2013, 2012 and 2011, respectively. The accrued pension liability was $247,000 120 K - 0 1 M R O F INVESTORS BANCORP, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements and $1.1 million at December 31, 2013 and 2012, respectively. The Company’s contributions to the Pentegra DB Plan are not more than 5% of the total contributions to the plan. The Company’s expected contribution for the 2014 year is approximately $6.0 million. In connection with the acquisition of Roma Financial on December 6, 2013, the Company assumed their defined benefit pension plan. In May 2013, the board of directors of Roma Financial approved the termination of the defined benefit pension plan, effective upon the closing of the acquisition. The unfunded status as of December 31, 2013 is $6.3 million which was fully accrued for at December 6, 2013, the closing of the acquisition. SERP, Directors’ Plan and Other Postretirement Benefits Plan 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 following table sets forth information regarding the SERP and the directors’ defined benefit plan: Change in benefit obligation: Benefit obligation at beginning of year Service cost Interest cost (Gain) loss due to change in discount rate Loss due to demographic changes Actuarial (gain) loss Benefits paid Benefit obligation at end of year Funded status December 31, 2013 2012 (In thousands) $ 25,526 1,799 908 (3,634) 5,647 (330) (764) 19,791 1,313 796 1,360 2,795 235 (764) 29,152 25,526 $(29,152) (25,526) The underfunded pension benefits of $29.2 million and $25.5 million at December 31, 2013 and 2012 , respectively, are included in other liabilities in the consolidated balance sheets. The components of accumulated other comprehensive loss related to pension plans, on a pre-tax basis, at December 31, 2013 and 2012, are summarized in the following table. Prior service cost Net actuarial gain Total amounts recognized in accumulated other comprehensive income December 31, 2013 2012 (In thousands) $ 146 8,956 244 7,933 $9,102 8,177 The accumulated benefit obligation for the SERP and directors’ defined benefit plan was $20.1 million and $17.3 million at December 31, 2013 and 2012, respectively. The measurement date for our SERP, directors’ plan is December 31 for the years ended December 31, 2013, 2012 and 2011. 121 INVESTORS BANCORP, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements The weighted-average actuarial assumptions used in the plan determinations at December 31, 2013 and 2012 were as follows: Discount rate Rate of compensation increase The components of net periodic benefit cost are as follows: Service cost Interest cost Amortization of: Prior service cost Net gain Total net periodic benefit cost F O R M 1 0 - K December 31, 2013 2012 4.53% 3.56% 4.00% 3.87% Year Ended December 31, 2013 2012 2011 (In thousands) 1,313 796 $1,799 908 1,061 811 98 660 98 145 98 — $3,465 2,352 1,970 The following are the weighted average assumptions used to determine net periodic benefit cost: Discount rate Rate of compensation increase Year Ended December 31, 2013 3.56% 3.87% 2012 4.08% 3.74% 2011 5.18% 3.63% Estimated future benefit payments, which reflect expected future service, as appropriate for the next ten calendar years are as follows: 2014 2015 2016 2017 2018 2019 through 2023 Amount (In thousands) $ 985 980 976 973 974 14,398 401(k) Plan The Company has a 401(k) plan covering substantially all employees providing they meet the eligibility age requirement of age 21. The Company matches 50% of the first 6% contributed by the participants. The Company’s aggregate contributions to the 401(k) plan for the years ended December 31, 2013, 2012 and 2011 were $1.5 million, $1.2 million and $1.0 million, respectively. Employee Stock Ownership Plan The ESOP is a tax-qualified plan designed to invest primarily in the Company’s common stock that provides employees with the opportunity to receive a funded retirement benefit from the Bank, based primarily on the value of the Company’s common stock. The ESOP was authorized to purchase, and did purchase, 122 INVESTORS BANCORP, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements 4,254,072 shares of the Company’s common stock at a price of $10.00 per share with the proceeds of a loan from the Company to the ESOP. The outstanding loan principal balance at December 31, 2013 was $33.5 million. Shares of the Company’s common stock pledged as collateral for the loan are released from the pledge for allocation to participants as loan payments are made. At December 31, 2013, shares allocated to participants were 1,276,221 since the plan inception. ESOP shares that were unallocated or not yet committed to be released totaled 2,977,851 at December 31, 2013, and had a fair value of $76.2 million. ESOP compensation expense for the years ended December 31, 2013, 2012 and 2011 was $3.0 million, $2.3 million and $2.0 million, respectively, representing the fair value of shares allocated or committed to be released during the year. The Company also has established an Amended and Restated Supplemental ESOP and Retirement Plan, which is a non-qualified plan that provides supplemental benefits to certain executives as designated by the Compensation Committee of the Board of Directors who are prevented from receiving the full benefits contemplated by the retirement plan and/or employee stock ownership plan’s benefit formula. With regards to the Supplemental ESOP, the supplemental benefits consist of payments representing shares that cannot be allocated to participants under the ESOP due to the legal limitations imposed on tax-qualified plans. During the years ended December 31, 2013, 2012 and 2011, compensation expense (benefit) related to this plan amounted to $782,000, $240,000 and $200,000, respectively. K - 0 1 M R O F Equity Incentive Plan At the annual meeting held on October 24, 2006, stockholders of the Company approved the Investors Bancorp, Inc. 2006 Equity Incentive Plan. The Company adopted ASC 718, “Compensation- Stock Compensation”, upon approval of the Plan, and began to expense the fair value of all share-based compensation granted over the requisite service periods. During the year ended December 31, 2013, the Compensation and Benefits Committee approved the issuance of an additional 3,000 restricted stock awards and 197,920 stock options to certain officers. In addition, as part of the Roma Financial acquisition 621,269 stock awards were granted for the conversion of outstanding Roma Financial stock awards. These shares had a weighted average exercise price of $15.59 per share and were fully vested upon acquisition. The company will not recognize compensation expense in the future on these awards as they have been accounted for as part of the acquisition. During the year ended December 31, 2012, the Compensation and Benefits Committee approved the issuance of an additional 484,000 restricted stock awards and 7,000 stock options to certain officers. During the year ended December 31, 2011, the Compensation and Benefits Committee approved the issuance of an additional 500,000 restricted stock awards and 15,000 stock options to certain officers. ASC 718 also requires the Company to report as a financing cash flow the benefits of realized tax deductions in excess of the deferred tax benefits previously recognized for compensation expense. There were no such excess tax benefits in the years ended December 31, 2013, 2012 and 2011. In accordance with this guidance the Company classified share-based compensation for employees and outside directors within “compensation and fringe benefits” in the consolidated statements of income to correspond with the same line item as the cash compensation paid. Stock options generally vest over a five-year service period. The Company recognizes compensation expense for all option grants over the awards’ respective requisite service periods. Management estimated the fair values of all option grants using the Black-Scholes option-pricing model. Since there is limited historical 123 INVESTORS BANCORP, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements information on the volatility of the Company’s stock, management also considered the average volatilities of similar entities for an appropriate period in determining the assumed volatility rate used in the estimation of fair value. Management estimated the expected life of the options using the simplified method allowed under ASC 718. The seven-year Treasury yield in effect at the time of the grant provides the risk-free rate for periods within the contractual life of the option, which is ten years. The Company recognizes compensation expense for the fair values of these awards, which have graded vesting, on a straight-line basis over the requisite service period of the awards. Restricted shares generally vest over a five-year service period or seven year performance based period. The product of the number of shares granted and the grant date market price of the Company’s common stock determines the fair value of restricted shares under the Company’s restricted stock plan. The Company recognizes compensation expense for the fair value of restricted shares on a straight-line basis over the requisite service period. During the years ended December 31, 2013, 2012 and 2011, the Company recorded $3.4 million, $3.7 million and $8.7 million respectively, of share-based compensation expense, comprised of stock option expense of $365,000, $424,000 and $3.0 million, respectively, and restricted stock expense of $3.1 million, $3.2 million and $5.7 million, respectively. The following is a summary of the status of the Company’s restricted shares as of December 31, 2013 and changes therein during the year then ended: F O R M 1 0 - K Non-vested at December 31, 2012 Granted Vested Forfeited Non-vested at December 31, 2013 Number of Shares Awarded 1,292,739 3,000 (246,832) (7,501) 1,041,406 Weighted Average Grant Date Fair Value $13.69 18.18 13.54 13.80 $13.70 Expected future compensation expense relating to the non-vested restricted shares at December 31, 2013 is $11.5 million over a weighted average period of 4.26 years. The following is a summary of the Company’s stock option activity and related information for its option plan for the year ended December 31, 2013: Outstanding at December 31, 2012 Granted Exercised Forfeited Expired Outstanding at December 31, 2013 Number of Stock Options 4,320,068 819,189 (696,139) (12,000) — 4,431,118 Weighted Average Exercise Price $14.98 16.85 15.28 16.23 — $15.28 Exercisable at December 31, 2013 4,225,898 $15.03 124 Weighted Average Remaining Contractual Life 4.1 Aggregate Intrinsic Value $12,083 3.7 3.4 $45,652 $44,604 INVESTORS BANCORP, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements The fair value of the option grants was estimated on the date of grant using the Black-Scholes option-pricing model with the following weighted average assumptions: Expected dividend yield Expected volatility Risk-free interest rate Expected option life December 31, 2013 2012 2011 0.16% 33.20% 1.38% 1.12% 30.40% 0.67% — % 31.59% 2.08% 6.5 years 10.0 years 6.5 years The weighted average grant date fair value of options granted during the years ended December 31, 2013 and 2012 was $9.51 and $6.04 per share, respectively. Expected future expense relating to the non-vested options outstanding as of December 31, 2013 is $1.3 million over a weighted average period of 6.45 years. Upon exercise of vested options, management expects to draw on treasury stock as the source of the shares. 12. Commitments and Contingencies The Company is a defendant in certain claims and legal actions arising in the ordinary course of business. Management and the Company’s legal counsel are of the opinion that the ultimate disposition of these matters will not have a material adverse effect on the Company’s financial condition, results of operations or liquidity. At December 31, 2013, the Company was obligated under various non-cancelable operating leases on buildings and land used for office space and banking purposes. These operating leases contain escalation clauses which provide for increased rental expense, based primarily on increases in real estate taxes and cost-of-living indices. Rental expense under these leases aggregated approximately $15.2 million, $13.9 million and $10.4 million for the year ended December 31, 2013, 2012 and 2011, respectively. The projected annual minimum rental commitments are as follows: K - 0 1 M R O F 2014 2015 2016 2017 2018 Thereafter Amount (In thousands) $ 15,470 15,644 14,740 14,010 13,040 86,575 $159,479 Financial Transactions with Off-Balance-Sheet Risk and Concentrations of Credit Risk The Company is a party to transactions with off-balance-sheet risk in the normal course of business in order to meet the financing needs of its customers. These transactions consist of commitments to extend credit. These transactions involve, to varying degrees, elements of credit and interest rate risk in excess of the amounts recognized in the accompanying consolidated balance sheets. At December 31, 2013, the Company had commitments to originate commercial loans and commercial and industrial loans of $447.8 million and $94.5 million, respectively. Additionally, the Company had commitments to originate residential loans of approximately $84.7 million, respectively; commitments to purchase residential 125 F O R M 1 0 - K INVESTORS BANCORP, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements loans of $121.7 million, respectively; and unused home equity and overdraft lines of credit, and undisbursed business and construction loans, totaling approximately $519.5 million. No commitments are included in the accompanying consolidated financial statements. The Company has no exposure to credit loss if the customer does not exercise its rights to borrow under the commitment. The Company uses the same credit policies and collateral requirements in making commitments and conditional obligations as it does for on-balance-sheet loans. Commitments to extend credit are agreements to lend to customers as long as there is no violation of any condition established in the contract. Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee. Since the commitments may expire without being drawn upon, the total commitment amounts do not necessarily represent future cash requirements. The Company evaluates each customer’s creditworthiness on a case-by-case basis. The amount of collateral obtained if deemed necessary by the Company upon extension of credit is based on management’s credit evaluation of the borrower. Collateral held varies but primarily includes residential properties. The Company principally grants residential mortgage loans, commercial real estate, multi-family, construction, C&I and consumer loans to borrowers throughout New Jersey, New York and states in close proximity. Its borrowers’ abilities 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 believes its lending policies and procedures adequately minimize the potential exposure to such risks, and adequate provisions for loan losses are provided for all probable and estimable losses. Collateral and/or government or private guarantees are required for virtually all loans. The Company also holds in loan portfolio 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 contractually required payments due to the required amortization of the principal amount after the interest-only period. 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 December 31, 2013 and December 31, 2012 was $341.7 million, and $384.9 million, respectively. The Company maintains stricter underwriting criteria for these interest-only loans than it does for its amortizing loans. The Company believes these criteria adequately control the potential exposure to such risks and that adequate provisions for loan losses are provided for all known and inherent risks. 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. In connection with its mortgage banking activities, the Company has certain freestanding derivative instruments. At December 31, 2013 the Company had commitments of approximately $16.9 million to fund loans which will be classified as held-for-sale with a like amount of commitments to sell such loans which are considered derivative instruments under ASC 815, “Derivatives and Hedging.” The Company also had commitments of $15.0 million to sell loans at December 31, 2013. The fair values of these derivative instruments are immaterial to the Company’s financial condition and results of operations. Standby letters of credit are conditional commitments issued by us to guarantee the performance of a customer to a third party. The guarantees generally extend for a term of up to one year and are fully collateralized. For each guarantee issued, if the customer defaults on a payment or performance to the third party, we would have to perform under the guarantee. Outstanding standby letters of credit totaled $21.6 million at December 31, 2013. The fair values of these obligations were immaterial at December 31, 2012. In addition, at December 31, 2013, we had $118,000 in commercial letters of credit outstanding. 126 K - 0 1 M R O F INVESTORS BANCORP, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements 13. 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 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 127 F O R M 1 0 - K INVESTORS BANCORP, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements 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 December 31, 2013 and December 31, 2012, respectively. Securities available for sale: Equity securities Debt securities: Government-sponsored enterprises Corporate and other debt securities Mortgage-backed securities: Carrying Value at December 31, 2013 Total Level 1 Level 2 Level 3 (In thousands) $ 8,444 — 8,444 — 3,004 — 670 — 3,004 — 670 — Federal Home Loan Mortgage Corporation Federal National Mortgage Association Government National Mortgage Association 363,088 — 409,559 — 267 — 363,088 — 409,559 — 267 — Total mortgage-backed securities available- for-sale 772,914 — 772,914 — Total securities available-for-sale $785,032 — 784,362 670 Securities available for sale: Equity securities Debt securities: Carrying Value at December 31, 2012 Total Level 1 Level 2 Level 3 (In thousands) $ 4,161 — 4,161 — Government-sponsored enterprises 3,035 — 3,035 — Mortgage-backed securities: Federal Home Loan Mortgage Corporation Federal National Mortgage Association Government National Mortgage Association Total mortgage-backed securities available- 667,517 — 706,128 — 4,487 — 667,517 — 706,128 — 4,487 — for-sale 1,378,132 — 1,378,132 — Total securities available-for-sale $1,385,328 — 1,385,328 — There have been no changes in the methodologies used at December 31, 2013 from December 31, 2012, and there were no transfers between Level 1 and Level 2 during the year ended December 31, 2013. 128 INVESTORS BANCORP, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements The changes in Level 3 assets measured at fair value on a recurring basis for the years ended December 31, 2013 and 2012 are summarized below: Balance beginning of period Transfers from held-to-maturity(1) Total net (losses) gains for the period included in: Net Income Other Comprehensive Income (loss) Sales Settlements Balance end of period December 31, 2013 2012 (Dollars in thousands) $— 670 — — — — — — $670 — — — — — (1) Represents a trust preferred security transferred to available for sale at its fair value on December 31, 2013 due to the impact of the Volcker Rule adopted in December 2013. The Volcker Rule requires specific treatment of certain collateralized debt obligation backed by trust preferred securities. K - 0 1 M R O F 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 December 31, 2013, the fair value model used prepayment speeds ranging from 2.31% to 22.98% and a discount rate of 10.20% 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 loan with an outstanding balance greater than $1.0 million and on non-accrual status, loans modified in a troubled debt restructuring, and other commercial loans with $1.0 million in outstanding principal if management has specific information that it is probable they will not collect all amounts due under the contractual terms of the loan agreement. 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 December 31, 2013 appraisals were discounted in a range of 0%-25%. 129 F O R M 1 0 - K INVESTORS BANCORP, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements 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%-25% 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 December 31, 2013 and December 31, 2012, respectively. For the year ended December 31, 2013 there was no change to carrying value of MSR and impaired loans measured at fair value on a non-recurring basis. Security Type Valuation Technique Unobservable Input Range Weighted Average Carrying Value at December 31, 2013 Total Level 1 Level 2 Level 3 (In thousands) Other real estate owned Market comparable Lack of marketability 0.0% - 25.0% 2.42% $929 — $929 — — — 929 929 Security Type Valuation Technique Unobservable Input Range Weighted Average Carrying Value at December 31, 2012 Total Level 1 Level 2 Level 3 (In thousands) MSR, net Impaired loans Other real estate owned(1) Estimated cash flow Market comparable Market comparable Prepayment speeds Probability of default of Lack marketability 4.30% - 30.1% 13.50% $12,025 — — 12,025 0.0% - 25.0% 33.00% 50,470 — — 50,470 0.0% - 25.0% — % 8,093 — — 8,093 $70,588 — — 70,588 (1) Other real estate owned for December 31, 2012 represents the balance transferred in, no subsequent charge offs were recorded during the period subsequent to the property being transferred. 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 130 K - 0 1 M R O F INVESTORS BANCORP, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements 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. 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. 131 F O R M 1 0 - K INVESTORS BANCORP, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements 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. Financial assets: Cash and cash equivalents Securities available-for-sale Securities held-to-maturity Stock in FHLB Loans held for sale Net loans Financial liabilities: Deposits, other than time deposits Time deposits Borrowed funds Financial assets: Cash and cash equivalents Securities available-for-sale Securities held-to-maturity Stock in FHLB Loans held for sale Net loans Financial liabilities: Deposits, other than time deposits Time deposits Borrowed funds Carrying value December 31, 2013 Estimated Fair Value Total Level 1 Level 2 Level 3 (In thousands) $ 250,689 785,032 831,819 178,126 8,273 250,689 785,032 839,064 178,126 8,273 12,882,544 12,598,551 250,689 — — 178,126 — — — 784,362 790,460 — 8,273 — 670 48,604 — — — 12,598,551 7,334,266 3,384,545 3,367,274 6,769,857 6,769,857 3,410,202 3,337,419 — — 3,410,202 — 3,337,419 — — — Carrying value December 31, 2012 Estimated Fair Value Total Level 1 Level 2 Level 3 (In thousands) $ 155,153 1,385,328 179,922 150,501 28,233 155,153 1,385,328 198,893 150,501 28,233 10,306,786 10,379,358 155,153 — — 1,385,328 159,599 — — 150,501 — 28,233 — — — 39,294 — — — 10,379,358 5,802,893 2,965,964 2,705,652 5,852,821 5,852,821 3,009,237 2,804,113 — — 3,009,237 — 2,804,113 — — — 132 INVESTORS BANCORP, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements 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. 14. Regulatory Capital The Company and the Bank are subject to various regulatory capital requirements administered by the federal banking agencies. Failure to meet minimum capital requirements can initiate certain mandatory and possibly additional discretionary actions by regulators that, if undertaken, could have a direct material effect on the Company’s consolidated financial statements. Under capital adequacy guidelines and the regulatory framework for prompt corrective action, the Company and the Bank must meet specific capital guidelines that items as calculated under involve quantitative measures of assets, liabilities and certain off-balance-sheet regulatory accounting practices. Capital amounts and classification are also subject to qualitative judgments by the regulators about components, risk weightings, and other factors. Quantitative measures established by regulation to ensure capital adequacy require the Company and the Bank to maintain minimum amounts and ratios of total and Tier I capital (as defined in the regulations) to risk-weighted assets (as defined), and of Tier I capital (as defined) to average assets (as defined). Management believes, as of December 31, 2013 and December 31, 2012, that the Company and the Bank met all capital adequacy requirements to which they are subject. As of December 31, 2013, the most recent notification from the Federal Deposit Insurance Corporation categorized the Bank as well capitalized under the regulatory framework for prompt corrective action. To be categorized as well capitalized, the Bank must maintain minimum total risk-based, Tier I risk-based, and Tier I leverage ratios as set forth in the table. There are no conditions or events since that notification that management believes have changed the Bank’s category. K - 0 1 M R O F 133 INVESTORS BANCORP, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements The following is a summary of the Bank’s actual capital amounts and ratios as of December 31, 2013 compared to the FDIC minimum capital adequacy requirements and the FDIC requirements for classification as a well-capitalized institution. F O R M 1 0 - K As of December 31, 2013: Total risk-based capital (to risk- weighted assets) Tier I capital (to risk-weighted assets) Total capital (to average assets) As of December 31, 2012: Total risk-based capital (to risk- weighted assets) Tier I capital (to risk-weighted assets) Total capital (to average assets) Minimum Requirements Actual For Capital Adequacy Purposes To be Well Capitalized Under Prompt Corrective Action Provisions Amount Ratio Amount Ratio Amount Ratio (Dollars in thousands) $1,319,973 1,174,799 1,174,799 11.39% $926,817 10.14% 463,408 8.20% 573,180 8.00% $1,158,521 695,113 4.00% 716,475 4.00% 10.00% 6.00% 5.00% Minimum Requirements Actual For Capital Adequacy Purposes To be Well Capitalized Under Prompt Corrective Action Provisions Amount Ratio Amount Ratio Amount Ratio (Dollars in thousands) $1,021,674 907,654 907,654 11.24% $727,475 9.98% 363,737 7.59% 478,642 8.00% $909,344 545,606 4.00% 598,303 4.00% 10.00% 6.00% 5.00% 15. Parent Company Only Financial Statements The following condensed financial statements for Investors Bancorp, Inc. (parent company only) reflect the investment in its wholly-owned subsidiary, Investors Bank, using the equity method of accounting. 134 INVESTORS BANCORP, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements Balance Sheets Assets: Cash and due from bank Securities available-for-sale, at estimated fair value Investment in subsidiary ESOP loan receivable Other assets Total Assets Liabilities and Stockholders’ Equity: Total liabilities Total stockholders’ equity Total Liabilities and Stockholders’ Equity Statements of Operations Income: Interest on ESOP loan receivable Dividend from subsidiary Interest on deposit with subsidiary Gain (loss) on securities transactions Expenses: Other expenses Income before income tax expense Income tax (benefit) expense Income before undistributed earnings of subsidiary Equity in undistributed earnings of subsidiary (dividend in excess of earnings) Net income K - 0 1 M R O F December 31, 2013 2012 (In thousands) $ 6,515 3,910 1,243,679 33,491 52,974 7,104 3,611 987,596 34,592 39,528 $1,340,569 1,072,431 $ 6,242 1,334,327 5,615 1,066,816 $1,340,569 1,072,431 Year Ended December 31, 2013 2012 2011 (In thousands) $ 1,176 10,000 — 89 11,265 1,473 9,792 233 9,559 1,167 135,000 — (41) 136,126 1,413 134,713 (112) 134,825 1,192 30,000 8 92 31,292 899 30,393 148 30,245 102,472 (46,058) 48,641 $112,031 88,767 78,886 135 INVESTORS BANCORP, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements Other Comprehensive Income Net income Other comprehensive income (loss), net of tax: Unrealized gain on securities available-for-sale Total other comprehensive income Total comprehensive income Statements of Cash Flows Year Ended December 31, 2013 2012 2011 $112,031 (in thousands) 88,767 78,886 1,316 1,316 826 826 (184) (184) $113,347 89,593 78,702 Year Ended December 31, 2013 2012 2011 (In thousands) Cash flows from operating activities: Net income Adjustments to reconcile net income to net cash (used in) provided by $ 112,031 88,767 78,886 operating activities: (Equity in undistributed earnings of subsidiary)Dividend in F O R M 1 0 - K excess of earning Loss (Gain) on securities transactions (Increase) decrease in other assets Increase (decrease) in other liabilities Net cash provided by operating activities Cash flows from investing activities: Cash received net of cash paid for acquisition Purchase of investments available-for-sale Redemption of equity securities available-for-sale Principal collected on ESOP loan Net cash (used in) provided by investing activities Cash flows from financing activities: Proceeds from sale of treasury stock Purchase of treasury stock Dividends paid Net cash used in financing activities Net (decrease) increase in cash and due from bank Cash and due from bank at beginning of year Cash and due from bank at end of year 136 (102,472) 89 2,235 1,834 46,058 41 (670) 1,820 (48,641) (92) 143 (71) 13,717 136,016 30,225 738 (668) 280 1,101 (135,000) (1,000) 85 1,064 1,451 (134,851) — — 176 1,032 1,208 8,184 (1,537) (22,404) (15,757) (589) 7,104 $ 6,515 2,726 (902) (5,595) 4,855 (32,489) — (3,771) (27,634) (2,606) 9,710 7,104 3,799 5,911 9,710 INVESTORS BANCORP, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements 16. Selected Quarterly Financial Data (Unaudited) The following tables are a summary of certain quarterly financial data for the years ended December 31, 2013 and 2012. Interest and dividend income Interest expense Net interest income Provision for loan losses Net interest income after provision for loan losses Non-interest income Non-interest expenses Income before income tax expense Income tax expense Net income Basic and diluted earnings per common 2013 Quarter Ended March 31 June 30 September 30 December 31 (In thousands, except per share data) $129,434 27,393 102,041 13,750 132,194 27,485 104,709 13,750 88,291 10,089 56,124 42,256 15,089 $ 27,167 90,959 9,538 56,897 43,600 15,524 28,076 137,397 26,973 110,424 13,750 96,674 9,491 60,831 45,334 16,053 29,281 146,043 27,791 118,252 9,250 109,002 7,453 71,859 44,596 17,089 27,507 K - 0 1 M R O F share $ 0.25 0.26 0.27 0.24 Interest and dividend income Interest expense Net interest income Provision for loan losses Net interest income after provision for loan losses Non-interest income Non-interest expenses Income before income tax expense Income tax expense Net income Basic and diluted earnings per common 2012 Quarter Ended March 31 June 30 September 30 December 31 (In thousands, except per share data) $121,216 33,485 87,731 13,000 122,937 31,377 91,560 19,000 74,731 10,355 54,455 30,631 11,696 $ 18,935 72,560 10,580 44,876 38,264 14,292 23,972 121,875 29,938 91,937 16,000 75,937 12,705 48,217 40,425 15,936 24,489 130,161 28,644 101,517 17,000 84,517 10,472 59,459 35,530 14,159 21,371 share $ 0.18 0.22 0.23 0.20 137 INVESTORS BANCORP, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements 17. 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 Year Ended December 31, 2013 2012 2011 Income Shares Per Share Amount Income Shares Per Share Amount Income Shares Per Share Amount Net Income $112,031 $88,767 $78,886 (Dollars in thousands, except per share data) Basic earnings per share: Income available to common stockholders $112,031 109,659,827 $1.02 $88,767 107,371,685 $0.83 $78,886 107,839,000 $0.73 Effect of dilutive common stock equivalents(1) — 1,334,622 — 719,837 — 205,786 Diluted earnings per share: Income available to common stockholders $112,031 110,994,449 $1.01 $88,767 108,091,522 $0.82 $78,886 108,044,786 $0.73 (1) For the years ended December 31, 2013, 2012 and 2011, there were 3.9 million, 4.9 million, and 4.1 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. F O R M 1 0 - K 138 INVESTORS BANCORP, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements 18. Comprehensive Income (Loss) The components of comprehensive loss, both gross and net of tax, are as follows: Net income Other comprehensive loss: Change in funded status of retirement obligations Unrealized (loss) gain on securities available- for-sale Net Loss on Securities reclassified from available for sale to held to maturity Accretion of loss on securities reclassified to held to maturity available for sale Unrealized gain on security reclassified from held to maturity to available for sale Reclassification adjustment for (gain) losses included in net income Noncredit related component other-than- temporary impairment on security Other-than-temporary impairment accretion on debt securities Total other comprehensive income Total comprehensive income Year ended December 31, 2013 Year ended December 31, 2012 Year ended December 31, 2011 Gross Tax Net Gross Tax Net Gross Tax Net $175,786 (63,755)112,031 144,850 (56,083) 88,767 125,167 (46,281) 78,886 16 (6) 10 (4,267) 1,707 (2,560) (2,859) 1,144 (1,715) (21,930) 9,103 (12,827) 7,973 (2,893) 5,080 16,188 (6,686) 9,502 (12,243) 5,001 (7,242) — — — — — — K - 0 1 M R O F 1,670 (682) 988 — — — — — — 233 (95) 138 — — — — — — (684) 279 (405) 177 (72) 105 (1,168) 477 (691) 38 (16) 22 — — — — — — 2,075 (848) 1,227 1,478 (604) 874 3,338 (1,364) 1,974 (30,825) 12,736 (18,089) 5,361 (1,862) 3,499 15,499 (6,429) 9,070 $144,961 (51,019) 93,942 150,211 (57,945) 92,266 140,666 (52,710) 87,956 139 F O R M 1 0 - K INVESTORS BANCORP, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements The following table presents the after-tax changes in the balances of each component of accumulated other comprehensive loss for the years ended December 31, 2013 and 2012: Balance — December 31, 2012 Net change Balance — December 31, 2013 Balance — December 31, 2011 Net change Balance — December 31, 2012 Change in funded status of retirement obligations Net Unrealized gains (losses) on investment securities Total accumulated other comprehensive loss $(5,879) 10 $(5,869) $(3,319) (2,560) $(5,879) (1,728) (18,099) (19,827) (7,787) 6,059 (1,728) (7,607) (18,089) (25,696) (11,106) 3,499 (7,607) The following table sets for information about amounts reclassified from accumulated other comprehensive loss to the consolidated statement of income and the affected line item in the statement where net income is presented. Year Ended December 31, 2013 (In thousands) Reclassification adjustment for gains included in net income Gain on security transactions Noncredit-related gains on securities not expected to be sold (recognized in other comprehensive income) Change in funded status of retirement obligations(1) Compensation and fringe benefits: Adjustment of net obligation Amortization of net obligation or asset Amortization of prior service cost Amortization of net gain Compensation and fringe benefits Total before tax Income tax (expense) benefit Net of tax $(684) 38 (941) 33 147 777 16 (630) (257) $(373) (1) These accumulated other comprehensive loss components are included in the computations of net periodic cost for our defined benefit plans and other post-retirement benefit plan. See Note 11 for additional details. 19. 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 140 INVESTORS BANCORP, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements 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 adoption of this pronouncement did not have a material impact on the Company’s financial condition or results of operations. In January 2013, the FASB issued ASU 2013-01, Scope of Disclosures about Offsetting Assets and Liabilities. The main provision of ASU 2013-1 is to clarify the scope of the new offsetting disclosures required under ASU 2011-11 to derivatives, repurchase and reverse repurchase agreements and securities borrowing and lending transactions that are either offset in the statement of financial position or subject to an enforceable master netting arrangement regardless of their presentation in the financial statements. 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. including bifurcated embedded derivatives; In February 2013, the FASB issued ASU 2013-02, “Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income”. This ASU requires entities to disclose the effect of items reclassified out of accumulated other comprehensive income (AOCI) on each affected net income line item. For AOCI reclassification items that are not reclassified in their entirety into net income, a cross reference to other required US GAAP disclosures. This information may be provided either in the notes or parenthetically on the face of the financials. For public entities, reporting periods beginning after December 15, 2012 and interim periods within those years. The Company has presented comprehensive income in a separate Consolidated Statements of Comprehensive Income and in Note 18 of the Notes to Consolidated Financial Statements. the guidance is effective for annual K - 0 1 M R O F In July 2013, the FASB issued ASU 2013-11, “Income Taxes, Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists”. The amendments of this update state that an unrecognized tax benefit, or a portion of an unrecognized tax benefit, should be presented in the financial statements as a reduction to a deferred tax asset for a net operating loss carryforward, a similar tax loss, or a tax credit carryforward. This ASU applies to all entities that have unrecognized tax benefits when a net operating loss carryforward, a similar tax loss, or a tax credit carryforward exists at the reporting date. The amendments in this ASU are effective for fiscal years, and interim periods within those years, beginning after December 15, 2013. Early adoption is permitted. The amendments should be applied prospectively to all unrecognized tax benefits that exist at the effective date. Retrospective application is permitted. 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 January 2014, the FASB issued ASU 2014-04, “Receivables — Troubled Debt Restructurings by Creditors (Subtopic 310-40) Reclassification of Residential Real Estate Collateralized Consumer Mortgage Loans upon Foreclosure,” which applies to all creditors who obtain physical possession of residential real estate property collateralizing a consumer mortgage loan in satisfaction of a receivable. The amendments in this update clarify when an in substance repossession or foreclosure occurs and requires disclosure of both (1) the amount of foreclosed residential real estate property held by a creditor and (2) the recorded investment in consumer mortgage loans collateralized by residential real estate property that are in the process of foreclosure according to local requirements of the applicable jurisdiction. The amendments in ASU 2014-04 are effective for public business entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2014. Early adoption is permitted and entities can elect to adopt a modified retrospective transition method or a prospective transition method. 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 January 2014, the FASB, issued ASU, 2014-01, “Investments — Equity Method and Joint Ventures (Subtopic 323) Accounting for Investments in Qualified Affordable Housing Projects,” which applies to all 141 F O R M 1 0 - K INVESTORS BANCORP, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements reporting entities that invest in flow-through limited liability entities that manage or invest in affordable housing projects that qualify for the low-income housing tax credit. Currently under GAAP, a reporting entity that invests in a qualified affordable housing project may elect to account for that investment using the effective yield method if all of the conditions are met. For those investments that are not accounted for using the effective yield method, GAAP requires that they be accounted for under either the equity method or the cost method. Certain of the conditions required to be met to use the effective yield method were restrictive and thus prevented many such investments from qualifying for the use of the effective yield method. The amendments in this update modify the conditions that a reporting entity must meet to be eligible to use a method other than the equity or cost methods to account for qualified affordable housing project the amendments permit an entity to use the proportional amortization method to amortize the initial cost of the investment in proportion to the amount of tax credits and other tax benefits received and recognize the net investment performance in the income statement as a component of income tax expense (benefit). Additionally, the amendments introduce new recurring disclosures about all investments in qualified affordable housing projects irrespective of the method used to account for the investments. The amendments in ASU 2014-01 are effective for public business entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2014. Early adoption is permitted. 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. investments. If the modified conditions are met, 20. Subsequent Events As defined in FASB ASC 855, “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 complies with GAAP. On January 10, 2014, the Company completed its acquisition of Gateway Community Financial Corp., the federally-chartered holding company for GCF Bank. As the merger had not been completed as of December 31, 2013, the transaction is not reflected in the consolidated balance sheets or consolidated statement of income at and for the periods presented. On January 30, 2014, the Company declared its cash dividend of $0.05 per share to stockholders of record as of February 10, 2014, payable on February 25, 2014. On February 12, 2014, the Company received a non-objection letter from the State of New Jersey Department of Banking and Insurance regarding the proposed acquisition of Investors Bank by New Investors Bancorp, Inc., a Delaware corporation. On February 25, 2014, the Company received approval from the Federal Reserve Bank of New York for the Plan of Conversion and Reorganization to become a bank holding company by acquiring 100% of the shares of Investors Bank, and the application by Investors Bancorp, MHC to convert from mutual to stock form. 142 K - 0 1 M R O F (a)(3) Exhibits The following exhibits are either filed as part of this report or are incorporated herein by reference: 3.1 3.2 4 10.1 10.2 10.3 10.4 10.5 10.6 10.7 10.8 10.9 10.10 10.11 10.12 10.13 10.14 10.15 10.16 14 21 23.1 31.1 31.2 32.1 101 Certificate of Incorporation of Investors Bancorp, Inc.(1)* Bylaws of Investors Bancorp, Inc.(1)* Form of Common Stock Certificate of Investors Bancorp, Inc.(1)* Amended and Restated Employment Agreement between Investors Bancorp, Inc. and Kevin Cummings* Amended and Restated Employment Agreement between Investors Bancorp, Inc. and Domenick A. Cama* Amended and Restated Employment Agreement Investors Bancorp, Inc. and Richard S. Spengler(2) Amended and Restated Employment Agreement Investors Bancorp, Inc. and Paul Kalamaras(3) Amended and Restated Employment Agreement Investors Bancorp, Inc. and Thomas F. Splaine, Jr. Investors Bancorp, Inc. 2006 Equity Incentive Plan(4) Roma Financial Corporation 2008 Equity Incentive Plan(5) Investors Bank Executive Officer Annual Incentive Plan(6) Investors Bank Amended and restated Supplemental ESOP and Retirement Plan Amended and Restated Investors Bank Executive Supplemental Retirement Wage Replacement Plan Investors Bank Amended and Restated Director Retirement Plan Investors Bancorp, Inc. Deferred Directors Fee Plan Investors Bank Deferred Directors Fee Plan Split Dollar Life Insurance Agreement between Roma Bank and Robert C. Albanese, as assumed by Investors Bank Split Dollar Life Insurance Agreement between Roma Bank and Dennis M. Bone, assumed by Investors Bank Split Dollar Life Insurance Agreement between Roma Bank and Michele N. Siekerka, as assumed by Investors Bank Code of Ethics******** Subsidiaries of Registrant(1)* Consent of Independent Registered Public Accounting Firm Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 Certification of Principal Financial and Accounting Officer pursuant to Section 302 of the Sarbanes- Oxley Act of 2002 Certification of Principal Executive Officer and Principal Financial and Accounting Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 101.INS (1) XBRL Instance Document 101.SCH (1) XBRL Taxonomy Extension Schema Document 101.CAL (1) XBRL Taxonomy Extension Calculation Linkbase Document 101.DEF (1) XBRL Taxonomy Extension Definition Linkbase Document 101.LAB (1) XBRL Taxonomy Extension Labels Linkbase Document 101.PRE (1) XBRL Taxonomy Extension Presentation Linkbase Document (1) These interactive data files are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not file for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise are not subject to liability under these sections. 143 (1) (2) (3) (4) (5) (6) Incorporated by reference to the Registration Statement on Form S-1 of Investors Bancorp, Inc. (Commission File no. 333-125703), originally filed with the Securities and Exchange Commission on June 10, 2005. Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K of Investors Bancorp, Inc. (Commission File No. 000-51557) filed with the Securities and Exchange Commission on April 1, 2010. Incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K of Investors Bancorp, Inc. (Commission File No. 000-51557) filed with the Securities and Exchange Commission on April 1, 2010. Incorporated by reference to Appendix B to the Definitive Proxy Statement for Investors Bancorp, Inc.’s 2006 Annual Meeting of Stockholders (Commission File No. 000-51557) filed with the Securities and Exchange Commission on September 15, 2006. Incorporated by reference to Exhibit 10.1 to the Registration Statement on Form S-8 of Investors Bancorp, Inc. (Commission File No. 333-192717) filed with the Securities and Exchange Commission on December 9, 2013. Incorporated by reference to Annex D to the Definitive Proxy Statement for Investors Bancorp, Inc.’s 2013 Annual Meeting of Stockholders (Commission File No. 000-51557) filed with the Securities and Exchange Commission on April 29, 2013. ********** Furnished, not filed F O R M 1 0 - K 144 Pursuant to the requirements of Section 13 or 15(d) 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. SIGNATURES Date: March 3, 2014 INVESTORS BANCORP, INC. By: /s/ Kevin Cummings Kevin Cummings Chief Executive Officer and President (Principal Executive Officer) (Duly Authorized Representative) Pursuant to the requirements of the Securities Exchange of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated. Signatures Title Date /s/ Kevin Cummings Kevin Cummings /s/ Domenick Cama Domenick Cama /s/ Thomas F. Splaine, Jr. Thomas F. Splaine, Jr. /s/ Robert M. Cashill Robert M. Cashill /s/ Robert C. Albanese Robert C. Albanese /s/ Dennis M. Bone Dennis M. Bone /s/ Doreen R. Byrnes Doreen R. Byrnes /s/ William Cosgrove William Cosgrove /s/ Brian D. Dittenhafer Brian D. Dittenhafer /s/ Brendan J. Dugan Brendan J. Dugan K - 0 1 M R O F Chief Executive Officer and President (Principal Executive Officer) March 3, 2014 Director, Chief Operating Officer and Senior Executive Vice President March 3, 2014 Chief Financial Officer and Senior Vice President (Principal Financial and Accounting Officer) March 3, 2014 Director, Chairman March 3, 2014 Director March 3, 2014 Director March 3, 2014 Director March 3, 2014 Director March 3, 2014 Director March 3, 2014 Director March 3, 2014 145 Signatures /s/ James Garibaldi James Garibaldi /s/ Michele N. Siekerka Michele N. Siekerka /s/ James H. Ward III James H. Ward III Title Director Date March 3, 2014 Director March 3, 2014 Director March 3, 2014 F O R M 1 0 - K 146 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Exhibit 23.1 The Board of Directors Investors Bancorp, Inc.: We consent to the incorporation by reference in the registration statements (No. 333-146894 and No. 333- 192717) on Form S-8 of our reports dated March 3, 2014, with respect to the consolidated balance sheets of Investors Bancorp, Inc. and subsidiaries (the Company) as of December 31, 2013 and 2012, and the related consolidated statements of income, comprehensive income, stockholders’ equity, and cash flows for each of the years in the three-year period ended December 31, 2013, and the effectiveness of internal control over financial reporting as of December 31, 2013, which reports are included in the December 31, 2013 Annual Report on Form 10-K of Investors Bancorp, Inc. Short Hills, New Jersey March 3, 2014 K - 0 1 M R O F F O R M 1 0 - K Certification of Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 Exhibit 31.1 I, Kevin Cummings, certify that: 1. I have reviewed this Annual Report on Form 10-K of Investors Bancorp, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and 5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. Dated: March 3, 2014 /s/ Kevin Cummings Kevin Cummings President and Chief Executive Officer (Principal Executive Officer) K - 0 1 M R O F Certification of Principal Financial and Accounting Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 Exhibit 31.2 I, Thomas F. Splaine, Jr., certify that: 1. I have reviewed this Annual Report on Form 10-K of Investors Bancorp, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and 5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. Dated: March 3, 2014 /s/ Thomas F. Splaine, Jr. Thomas F. Splaine, Jr. Senior Vice President and Chief Financial Officer (Principal Financial and Accounting Officer) Exhibit 32.1 Certification of Principal Executive Officer and Principal Financial and Accounting Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 Kevin Cummings, President and Principal Executive Officer of Investors Bancorp, Inc. (the “Company”) and Thomas F. Splaine, Jr., Senior Vice President and Principal Financial and Accounting Officer of the Company, each certify in his capacity as an officer of the Company that he has reviewed the annual report on Form 10-K for the year ended December 31, 2013 (the “Report”) and that to the best of his knowledge: 1. 2. the Report fully complies with the requirements of Sections 13(a) or 15(d) of the Securities Exchange Act of 1934; and the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. Dated: March 3, 2014 /s/ Kevin Cummings F O R M 1 0 - K Dated: March 3, 2014 Kevin Cummings President and Chief Executive Officer (Principal Executive Officer) /s/ Thomas F. Splaine, Jr. Thomas F. Splaine, Jr. Senior Vice President and Chief Financial Officer (Principal Financial and Accounting Officer) A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request. 101 JFK Parkway Short Hills, New Jersey 07078 April 3, 2014 Dear Fellow Stockholder: You are cordially invited to attend the 2014 Annual Meeting of Stockholders of Investors Bancorp, Inc., which will be held at The Grand Summit Hotel, 570 Springfield Avenue, Summit, New Jersey 07901, on May 1, 2014, at 9:00 a.m., local time. The business to be conducted at the Annual Meeting consists of the election of four directors, an advisory (non-binding) vote to approve the compensation paid to our named executive officers and the ratification of the appointment of KPMG LLP as our independent registered public accounting firm for the calendar year ending December 31, 2014. Your Board of Directors has determined that an affirmative vote on each of these matters is in the best interests of Investors Bancorp, Inc. and its stockholders and unanimously recommends a vote “FOR” the election of each of the nominees for director, “FOR” approval on an advisory basis of executive compensation and “FOR” ratification of the appointment of KPMG LLP as our independent registered public accounting firm for the year ending December 31, 2014. Your vote is very important regardless of the number of shares you own. We urge you to complete, sign and return the enclosed Proxy Card as soon as possible, or to vote by Internet or telephone as described on your Proxy Card, even if you currently plan to attend the Annual Meeting. This will not prevent you from voting in person, but will assure that your vote is counted if you are unable to attend the Annual Meeting. On behalf of the Board of Directors, officers and employees of Investors Bancorp, Inc., we thank you for your continued support. Sincerely, Kevin Cummings President and Chief Executive Officer T N E M E T A T S Y X O R P Investors Bancorp, Inc. 101 JFK Parkway Short Hills, New Jersey 07078 (973) 924-5100 NOTICE OF ANNUAL MEETING OF STOCKHOLDERS To Be Held on May 1, 2014 NOTICE IS HEREBY GIVEN THAT the 2014 Annual Meeting of Stockholders of Investors Bancorp, Inc. will be held at The Grand Summit Hotel, 570 Springfield Avenue, Summit, New Jersey 07901, on May 1, 2014, at 9:00 a.m., local time, to consider and vote upon the following matters: 1. To elect four persons to serve as directors of Investors Bancorp, Inc., each for a three-year term, and until their successors are elected and qualified. 2. An advisory (non-binding) vote to approve the compensation paid to our named executive officers. 3. To ratify the appointment of KPMG LLP as the independent registered public accounting firm for Investors Bancorp, Inc. for the year ending December 31, 2014. 4. To transact such other business as may properly come before the Annual Meeting, and any adjournment or postponement of the Annual Meeting. The Board of Directors of Investors Bancorp, Inc. has fixed March 27, 2014 as the record date for determining the stockholders entitled to vote at the Annual Meeting and any adjournment or postponement of the Annual Meeting. Only stockholders of record at the close of business on that date are entitled to notice of and to vote at the Annual Meeting and any adjournment or postponement of the Annual Meeting. The Board of Directors of Investors Bancorp, Inc. unanimously recommends that you vote “FOR” each of the nominees for director listed in the Proxy Statement, “FOR” approval on an advisory basis of executive compensation and “FOR” the ratification of the appointment of KPMG LLP as the independent registered public accounting firm for the year ending December 31, 2014. The Board of Directors of Investors Bancorp, Inc. requests that you complete, sign and mail the enclosed Proxy Card promptly in the enclosed postage-paid envelope. You may also vote by Internet or telephone as described on your Proxy Card. Stockholders of record who attend the Annual Meeting may vote in person, even if they have previously delivered a signed proxy or voted by Internet or telephone. By Order of the Board of Directors Investors Bancorp, Inc. Patricia E. Brown Corporate Secretary Short Hills, New Jersey April 3, 2014 IT IS IMPORTANT THAT YOUR SHARES BE REPRESENTED REGARDLESS OF THE NUMBER OF SHARES YOU OWN. THE BOARD OF DIRECTORS URGES YOU TO COMPLETE, SIGN AND DATE THE ENCLOSED PROXY CARD AND RETURN IT PROMPTLY IN THE ENCLOSED ENVELOPE OR TO VOTE BY INTERNET OR TELEPHONE AS DESCRIBED ON YOUR PROXY CARD. IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON MAY 1, 2014—Investors Bancorp, Inc.’s 2013 Annual Report Form 10K and Proxy Statement is available at www.proxydocs.com/isbc T N E M E T A T S Y X O R P [THIS PAGE INTENTIONALLY LEFT BLANK] P R O X Y S T A T E M E N T INVESTORS BANCORP, INC. PROXY STATEMENT FOR THE 2014 ANNUAL MEETING OF STOCKHOLDERS To Be Held on May 1, 2014 GENERAL INFORMATION This Proxy Statement and accompanying Proxy Card and the Annual Report to Stockholders are being furnished to the stockholders of Investors Bancorp, Inc. (“Investors Bancorp” or the “Company”) in connection with the solicitation of proxies by the Board of Directors for use at the 2014 Annual Meeting of Stockholders. The Annual Meeting will be held on May 1, 2014, at 9:00 a.m., local time, at The Grand Summit Hotel, 570 Springfield Avenue, Summit, New Jersey 07901. The term “Annual Meeting,” as used in this Proxy Statement, includes any adjournment or postponement of such meeting. This Proxy Statement is dated April 3, 2014 and is first being mailed to stockholders of Investors Bancorp on or about April 3, 2014. The Annual Meeting of Stockholders Date, Time and Place The Annual Meeting of Stockholders will be held at The Grand Summit Hotel, 570 Springfield Avenue, Summit, New Jersey 07901, on May 1, 2014, at 9:00 a.m., local time. Record Date March 27, 2014. Shares Entitled to Vote Purpose of the Annual Meeting Vote Required Your Board of Directors Recommends You Vote in Favor of the Proposals T N E M E T A T S Y X O R P 139,666,833 shares of Investors Bancorp common stock were outstanding on the Record Date and are entitled to vote at the Annual Meeting. To consider and vote on the election of four directors, approval of the compensation paid to our named executive officers and the ratification of KPMG LLP as our independent registered public accounting firm for the year ending December 31, 2014. Directors are elected by a plurality of votes cast, without regard to either broker non-votes or proxies as to which authority to vote for the nominees being proposed is withheld. The advisory vote to approve executive compensation and the ratification of KPMG LLP as the independent registered public accounting firm is determined by a majority of the votes cast, without regard to broker non-votes or proxies marked “ABSTAIN.” All votes on each proposal will include the vote of Investors Bancorp, MHC, which, as of March 27, 2014, owns 61.36% of the outstanding shares of common stock. Your Board of Directors unanimously recommends that stockholders vote “FOR” each of the nominees for director listed in this Proxy Statement, “FOR” approval on an advisory basis of executive compensation and “FOR” the ratification of KPMG LLP as Investors Bancorp’s independent registered public accounting firm for the year ending December 31, 2014. 1 Investors Bancorp Who Can Vote Investors Bancorp, a Delaware corporation, is the bank holding company for Investors Bank, an FDIC-insured, New Jersey-chartered capital stock savings bank that operates 129 full-service banking offices in New Jersey Investors Bancorp had and New York. At December 31, 2013, $15.62 billion in total assets. Investors Bancorp’s principal executive offices are located at 101 JFK Parkway, Short Hills, New Jersey 07078, and our telephone number is (973) 924-5100. The Board of Directors has fixed March 27, 2014 as the record date for determining the stockholders entitled to receive notice of and to vote at the Annual Meeting. Accordingly, only holders of record of shares of Investors Bancorp common stock, par value $0.01 per share, at the close of business on such date will be entitled to vote at the Annual Meeting. On March 27, 2014, 139,666,833 shares of Investors Bancorp common stock were outstanding and held by approximately 13,000 holders of record. The presence, in person or by properly executed proxy, of the holders of a majority of the outstanding shares of Investors Bancorp common stock is necessary to constitute a quorum at the Annual Meeting. How Many Votes You Have Each holder of shares of Investors Bancorp common stock outstanding on March 27, 2014 will be entitled to one vote for each share held of record. However, Investors Bancorp’s certificate of incorporation provides that stockholders of record who beneficially own in excess of 10% of the then outstanding shares of common stock of Investors Bancorp (other than the Mutual Holding Company and any tax qualified plan of the Company) are not entitled to vote any of the shares held in excess of that 10% limit. A person or entity is deemed to beneficially own shares that are owned by an affiliate of, as well as by any person acting in concert with, such person or entity. Matters to Be Considered The purpose of the Annual Meeting is to elect four directors, to approve the compensation paid to our named executive officers and to ratify the appointment of KPMG LLP as Investors Bancorp’s independent registered public accounting firm for the year ending December 31, 2014. You may be asked to vote upon other matters that may properly be submitted to a vote at the Annual Meeting. We may adjourn or postpone the Annual Meeting for the purpose, among others, of allowing additional time to solicit proxies. How to Vote You may vote your shares by completing and signing the enclosed Proxy Card and returning it in the enclosed postage-paid envelope or by attending the Annual Meeting. Alternatively, you may choose to vote your shares using the Internet or telephone voting options explained on your Proxy Card. You should complete and return the Proxy Card accompanying this document, or vote using the Internet or telephone voting options, to ensure that your vote is counted at the Annual Meeting, or at any adjournment or postponement of the Annual Meeting, regardless of whether you plan to attend. If you return an executed Proxy Card without marking your instructions, your executed Proxy Card will be voted “FOR” the election of the four nominees for director, “FOR” approval on an advisory basis of executive compensation and “FOR” the ratification of the appointment of KPMG LLP as Investors Bancorp’s independent registered public accounting firm for the year ending December 31, 2014. Stockholders of record can vote in person at the Annual Meeting. If a broker holds your shares in street name, then you are not the stockholder of record and you must ask your broker how you can vote in person at the 2 P R O X Y S T A T E M E N T Annual Meeting. The Board of Directors is currently unaware of any other matters that may be presented for consideration at the Annual Meeting. If other matters properly come before the Annual Meeting, or at any adjournment or postponement of the Annual Meeting, shares represented by properly submitted proxies will be voted, or not voted, by the persons named as proxies in the Proxy Card in their best judgment. Participants in Investors Bancorp Benefit Plans If you are a participant in The Investors Bank Employee Stock Ownership Plan or another benefit plan through which you own shares of Investors Bancorp common stock, you will have received with this Proxy Statement voting instruction forms that reflect all shares you may vote under the plans. Under the terms of these plans, the trustee or administrator votes all shares held by the plan, but each participant may direct the trustee or administrator how to vote the shares of Investors Bancorp common stock allocated to his or her plan account. If you own shares through any of these plans and do not vote, the respective plan trustees or administrators will vote your shares in accordance with the terms of the respective plans. Quorum and Vote Required The presence, in person or by properly executed proxy, of the holders of a majority of the outstanding shares of Investors Bancorp common stock is necessary to constitute a quorum at the Annual Meeting. Abstentions and broker non-votes will be counted solely for the purpose of determining whether a quorum is present. A proxy submitted by a broker that is not voted on certain matters is sometimes referred to as a broker non-vote. Directors are elected by a plurality of votes cast, without regard to either broker non-votes or proxies as to which authority to vote for the nominees being proposed is “Withheld”. The advisory vote to approve executive compensation and the ratification of the appointment of KPMG LLP as the independent registered public accounting firm is determined by a majority of the votes cast, without regard to broker non-votes or proxies marked “ABSTAIN”. All such votes on each proposal will include the vote of Investors Bancorp, MHC, which, as of March 27, 2014, owns 61.36% of the outstanding shares of common stock. Revocability of Proxies You may revoke your proxy at any time before the vote is taken at the Annual Meeting. You may revoke your proxy by: • • • • submitting written notice of revocation to the Corporate Secretary of Investors Bancorp prior to the voting of such proxy; submitting a properly executed proxy bearing a later date; using the Internet or telephone voting options explained on the Proxy Card; or voting in person at the Annual Meeting; however, simply attending the Annual Meeting without voting will not revoke an earlier proxy. Written notices of revocation and other communications regarding the revocation of your proxy should be T N E M E T A T S Y X O R P addressed to: Investors Bancorp, Inc. 101 JFK Parkway Short Hills, New Jersey 07078 Attention: Patricia E. Brown, Corporate Secretary If your shares are held in street name, you should follow your broker’s instructions regarding the revocation of proxies. 3 Solicitation of Proxies Investors Bancorp will bear the entire cost of soliciting proxies. In addition to solicitation of proxies by mail, Investors Bancorp will request that banks, brokers and other holders of record send proxies and proxy material to the beneficial owners of Investors Bancorp common stock and secure their voting instructions, if necessary. Investors Bancorp will reimburse such holders of record for their reasonable expenses in taking those actions. If necessary, Investors Bancorp may also use several of its regular employees, who will not be specially compensated, to solicit proxies from stockholders, personally or by telephone, facsimile or letter. Recommendation of the Board of Directors Your Board of Directors unanimously recommends that you vote “FOR” each of the nominees for director listed in this Proxy Statement, “FOR” approval on an advisory basis of executive compensation and “FOR” the ratification of KPMG LLP as Investors Bancorp’s independent registered public accounting firm for the year ending December 31, 2014. Security Ownership of Certain Beneficial Owners and Management Persons and groups who beneficially own in excess of five percent of Investors Bancorp’s common stock are required to file certain reports with the Securities and Exchange Commission regarding such beneficial ownership. The following table sets forth, as of March 27, 2014, certain information as to the shares of Investors Bancorp common stock owned by persons who beneficially own more than five percent of Investors Bancorp’s issued and outstanding shares of common stock. We know of no persons, except as listed below, who beneficially owned more than five percent of the outstanding shares of Investors Bancorp common stock as of March 27, 2014. For purposes of the following table and the table included under the heading “Directors and Executive Officers,” and in accordance with Rule 13d-3 under the Securities Exchange Act of 1934, as amended, a person is deemed to be the beneficial owner of any shares of common stock (i) over which he or she has, or shares, directly or indirectly, voting or investment power, or (ii) as to which he or she has the right to acquire beneficial ownership at any time within 60 days after March 27, 2014. Principal Stockholders Name and Address of Beneficial Owner Number of Shares Owned and Nature of Beneficial Ownership Percent of Shares of Common Stock Outstanding (1) Investors Bancorp, MHC 101 JFK Parkway Short Hills, NJ 07078 85,701,807 (2) 61.36% (1) Based on 139,666,833 shares of Investors Bancorp common stock outstanding as of March 27, 2014. P R O X Y S T A T E M E N T 4 Directors and Executive Officers The following table sets forth information about shares of Investors Bancorp common stock owned by each nominee for election as director, each incumbent director, each named executive officer identified in the summary compensation table included elsewhere in this Proxy Statement, and all nominees, incumbent directors and executive officers as a group, as of March 27, 2014. Position(s) held with Investors Bancorp Inc. and/or Investors Bank Shares Owned Directly and Indirectly (1) Options Exercisable within 60 days Beneficial Ownership Percent of Class Unvested Stock Awards Included in Beneficial Ownership Name NOMINEES Dennis M. Bone (2) Doreen R. Byrnes William V. Cosgrove Brendan J. Dugan (2) Director Director Director Director 16,488 58,976 30,373 4,200 — 175,000 100,000 — 16,488 233,976 130,373 4,200 INCUMBENT DIRECTORS Robert M. Cashill Kevin Cummings Brian D. Dittenhafer Michele N. Siekerka (2) Robert C. Albanese (2) Domenick A. Cama James J. Garibaldi James H. Ward III Chairman Director, President and Chief Executive Officer Director Director Director Director, Senior Executive Vice President and Chief Operating Officer Director Director 238,001 513,774 350,000 450,000 588,001 963,774 90,807 21,538 14,976 379,522 205,178 27,689 13,844 400,000 295,985 49,227 28,820 779,522 1,000 126,102 — — 1,000 126,102 EXECUTIVE OFFICERS WHO ARE NOT DIRECTORS Richard S. Spengler Paul Kalamaras Thomas F. Splaine, Jr. Executive Vice President and Chief Lending Officer Executive Vice President and Chief Retail Banking Officer Senior Vice President and Chief Financial Officer All directors and executive officers as a group (15 persons) (3) * Less than 1% 224,776 200,000 424,776 175,658 140,000 315,658 132,514 175,000 307,514 2,028,705 2,236,711 4,265,416 3.05% * * * * * * * * * * * * * * * — — — — — — — — — — — — — — — — T N E M E T A T S Y X O R P (1) Unless otherwise indicated, each person effectively exercises sole, or shared with spouse, voting and dispositive power as to the shares reported. (2) Messrs. Bone and Albanese and Ms. Siekerka were appointed to the board of directors on December 6, 2013. Mr. Dugan was appointed (3) to the board of directors on August 27, 2013. Includes 46,244 shares of common stock allocated to the accounts of executive officers under the Investors Bank Employee Stock Ownership Plan (“ESOP”) and excludes the remaining 4,207,828 shares of common stock of which 2,977,851 are unallocated and held for the future benefit of all employee participants. Under the terms of the ESOP, shares of common stock allocated to the account of employees are voted in accordance with the instructions of the respective employees. Unallocated shares are voted by the ESOP Trustee in the same proportion as the vote obtained from participants on allocated shares. 5 PROPOSAL I—ELECTION OF INVESTORS BANCORP DIRECTORS General Investors Bancorp’s Board of Directors currently consists of twelve (12) members and is divided into three classes, with one class of directors elected each year. Each of the 12 members of the Board of Directors also serves as a director of Investors Bank and Investors Bancorp, MHC. The current Bylaws of Investors Bancorp provide that a director shall retire from the Board at the annual meeting of the Board immediately following the year in which the director attains age seventy-five. Four directors will be elected at the Annual Meeting. On the recommendation of the Nominating and Corporate Governance Committee, the Board of Directors nominated Dennis M. Bone, Doreen R. Byrnes, William V. Cosgrove and Brendan J. Dugan for election as directors, each of whom has agreed to serve if so elected. All will serve until their respective successors have been elected and qualified. Except as indicated herein, there are no arrangements or understandings between any nominee and any other person pursuant to which any such nominee was selected. Unless authority to vote for the nominees is withheld, it is intended that the shares represented by the enclosed Proxy Card, if executed and returned, will be voted “FOR” the election of all nominees. In the event that any nominee is unable or declines to serve, the persons named in the Proxy Card as proxies will vote with respect to a substitute nominee designated by Investors Bancorp’s current Board of Directors. At this time, the Board of Directors knows of no reason why any of the nominees would be unable or would decline to serve, if elected. INVESTORS BANCORP’S BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE ELECTION OF THE NOMINEES FOR DIRECTORS NAMED IN THIS PROXY STATEMENT. P R O X Y S T A T E M E N T 6 Directors and Executive Officers of Investors Bancorp and Investors Bank Investors Bancorp has twelve directors. Directors serve three-year staggered terms so that approximately one-third of the directors are elected at each annual meeting. Directors of Investors Bank will be elected by Investors Bancorp as its sole stockholder. The following table states our directors’ names, their ages as of March 27, 2014, the years when they began serving as directors of Investors Bank and when their current term expires. Name (1) NOMINEES Dennis M. Bone Doreen R. Byrnes William V. Cosgrove Brendan J. Dugan INCUMBENT DIRECTORS Robert M. Cashill Kevin Cummings Brian D. Dittenhafer Michele N. Siekerka Robert C. Albanese Domenick A. Cama James J. Garibaldi James H. Ward III Position(s) Held With Investors Bancorp Age Director Since Current Term Expires Director Director Director Director Chairman Director, President and Chief Executive Officer Lead Director Director Director Director, Senior Executive Vice President and Chief Operating Officer Director Director 62 64 66 66 71 59 71 49 66 57 62 65 2013(2) 2002 2011 2013(3) 1998 2008 1997 2013(2) 2013(2) 2011 2012 2009 2014 2014 2014 2014 2015 2015 2015 2015 2016 2016 2016 2016 (1) The mailing address for each person listed is 101 JFK Parkway, Short Hills, New Jersey 07078. Each of the persons listed as a director is also a director of Investors Bank, as well as Investors Bancorp, MHC. (2) Appointed director on December 6, 2013 in connection with the acquisition of Roma Financial Corporation. (3) Appointed director on August 27, 2013. The following information describes the business experience for each of the Company’s directors and executive officers. Nominees for Director Term to Expire 2017 Dennis M. Bone was appointed to the board of directors of Investors Bancorp and Investors Bank on December 6, 2013 upon the consummation of Investors Bancorp’s merger with Roma Financial Corporation. Mr. Bone was a director of Roma Financial Corporation since 2011, and is the Director of the Feliciano Center for Entrepreneurship at Montclair State University. Previously, Mr. Bone served as President of Verizon New Jersey. Mr. Bone has over 33 years’ experience with Verizon and was responsible for all of Verizon’s corporate interests in New Jersey. Active in his community, Mr. Bone is on the Board of Trustees of the New Jersey Institute of Technology, the New Jersey Center for Teaching and Learning, and the New Jersey State Chamber of Commerce. In addition, Mr. Bone is Chairman of the New Jersey State Employment and training Commission, and was the founding Chairman of Choose New Jersey. Mr. Bone previously served on the board of trustees of the Liberty Science Center (12 years), the board of directors of the New Jersey Performing Arts Center (12 years), the Aviation Research Technology Park (2 years), and the New Jersey Utilities Association (12 years). The Nominating and Corporate Governance Committee believes that Mr. Bone’s experience, which brings a broader corporate perspective, and his extensive community involvement to be assets to the Board of Directors. 7 T N E M E T A T S Y X O R P Doreen R. Byrnes was elected to the board of directors of Investors Bancorp and Investors Bank in January 2002. Ms. Byrnes retired in 2007 after an employment career in the area of human resources, including having served as Executive Vice President of Human Resources. Ms. Byrnes has a Bachelor’s degree from the University of Florida and a Master’s degree from Fairleigh Dickinson University. She is a member of National Association of Corporate Directors and was awarded the Certificate of Director Education in 2010. Ms. Byrnes has extensive experience with executive recruitment, retention and compensation as well as a strong understanding of the employees and markets served by Investors Bank. This experience provides a unique perspective to the board of directors. The Nominating and Corporate Governance Committee considers Ms. Byrnes’ skills and experience to be assets to the board of directors. William V. Cosgrove was first appointed to the board of directors of Investors Bancorp and Investors Bank in October 2011. Mr. Cosgrove had been employed as an officer of Investors Bank since Investors Bancorp’s acquisition of Summit Federal Bankshares, Inc. and Summit Federal Savings Bank in June 2008 through his retirement from Investors Bank on October 1, 2011. Mr. Cosgrove was President and Chief Executive Officer of Summit Federal Savings Bank from 2003 until the acquisition of Summit Federal Savings Bank by Investors Bank. He also served on Summit Federal Savings Bank’s board of directors since 1987. Mr. Cosgrove has over 40 years of experience in banking and has served as president of the N.J. Council of Federal Savings Institutions, and the Union County Savings League. In addition he served on the Board of Governors of the New Jersey Savings League. Mr. Cosgrove is a member of the National Association of Corporate Directors, where he continues his education. Mr. Cosgrove’s extensive experience in the banking industry and local markets bring valuable expertise to the board of directors. The Nominating and Corporate Governance Committee considers Mr. Cosgrove’s financial and leadership skills and his experience and knowledge of the financial services industry in general to be assets to the board of directors. Brendan J. Dugan was appointed to the board of directors of Investors Bancorp and Investors Bank on August 27, 2013. Mr. Dugan has forty years of commercial banking experience, having previously served as Chairman and CEO of Sovereign Bank’s Metro NY/NJ division. Mr. Dugan is currently the President of St. Francis College in Brooklyn, NY and had served as Chairman of the College’s Board of Trustees. Mr. Dugan is committed to community involvement and serves on various boards within the community. The Nominating and Corporate Governance Committee considers Mr. Dugan’s banking experience and expertise to be assets to the Board of Directors. Continuing Directors Term to Expire 2015 Robert M. Cashill was first elected to the board of directors of Investors Bancorp and Investors Bank in February 1998 and has served as Chairman since January 2010. Mr. Cashill served as President and Chief Executive Officer of Investors Bank from December 2002 until his retirement on December 31, 2007. During this time Mr. Cashill was an integral part of the conversion of the former savings bank into its present publically held mutual holding company structure raising $500 million in the process. Before assuming such position, Mr. Cashill served as Executive Vice President for the bank since January 2000. Prior to joining Investors Bank, Mr. Cashill was employed as Vice President Institutional Sales by Salomon Smith Barney from 1977 to 1998, and at Hornblower, Weeks, Hemphill, Noyes from 1966 to 1977. For much of that time he specialized in providing investment analysis and asset/liability management advice to thrift institutions and was, therefore, familiar with thrift recapitalizations and debt issuance. Mr. Cashill has a Bachelor of Science degree in Economics from Saint Peter’s College. He is a member of the National Association of Corporate Directors, where he continues his education and served on the boards of both the New Jersey League of Savings Institutions and the Paper Mill Playhouse. 8 P R O X Y S T A T E M E N T Mr. Cashill’s leadership skills, extensive background in the financial services industry and his experience working for Investors Bank brings knowledge of industry management and local markets to the board of directors. The Nominating and Corporate Governance Committee considers Mr. Cashill’s financial and leadership skills and his experience and knowledge of the financial services industry in general and of Investors Bancorp in particular to be significant assets for the board of directors. Kevin Cummings was appointed President and Chief Executive Officer of Investors Bancorp and Investors Bank effective January 1, 2008 and was also appointed to serve on the board of directors of Investors Bank at that time. He previously served as Executive Vice President and Chief Operating Officer of Investors Bank since July 2003. Prior to joining Investors Bank, Mr. Cummings had a 26-year career with the independent accounting firm of KPMG LLP, where he had been partner for 14 years. Immediately prior to joining Investors Bank, he was an audit partner in KPMG’s Financial Services practice in their New York City office and lead partner on a major commercial banking client. Mr. Cummings also worked in the New Jersey community bank practice for over 20 years. Mr. Cummings has a Bachelor’s degree in Economics from Middlebury College and a Master’s degree in Business Administration from Rutgers University. He is the former Chairman of the Board and current member of the Executive Committee of the New Jersey Bankers Association, former Chairman of the Board and current Trustee of the Summit Speech School, a member of the Audit and Finance Committee for St. Peter’s Prep, a member of the Board for the Federal Home Loan Bank of New York, the Independent College Fund of New Jersey and the All Stars Project of New Jersey. Mr. Cummings serves as a member of the Board of Trustees for The Scholarship Fund for Inner-City Children, the Liberty Science Center and the Visiting Nurse Association Health Group, and is also a member of the Development Leadership Council of Morris Habitat for Humanity. Mr. Cummings is a certified public accountant and his background in public accounting enhances the board of directors’ oversight of financial reporting and disclosure issues. The Nominating and Corporate Governance Committee considers Mr. Cummings’ leadership skills and knowledge of accounting, auditing and corporate governance in the financial services industry to be assets to the board of directors. Brian D. Dittenhafer was first elected to the board of directors of Investors Bancorp and Investors Bank in 1997. He served as President and Chief Executive Officer of the FHLB from 1985 until his retirement in 1992. Mr. Dittenhafer joined the FHLB in 1976 where he also served as Vice President and Chief Economist, Chief Financial Officer and Executive Vice President. Previously, he was employed as a Business Economist at the Federal Reserve Bank of Atlanta from 1971 to 1976. From 1992 to 1995, Mr. Dittenhafer served as President and Chief Financial Officer of Collective Federal Savings Bank and as Chairman of the Resolution Funding Corporation from 1989 to 1992. From 1995 to 2007 Mr. Dittenhafer was Chairman of MBD Management Company. Mr. Dittenhafer has a Bachelor of Arts from Ursinus College and a Master of Arts in Economics from Temple University where he subsequently taught economics. He was named to Omicron Delta Epsilon, the national honor society in Economics. Mr. Dittenhafer is a member of the National Association for Business Economics and the National Association of Corporate Directors. In 2007 he was awarded the Certificate of Director Education by the National Association of Corporate Directors, where he continues his education and has achieved Director Professional designation. In 2012, Mr. Dittenhafer achieved the status of the National Association of Corporate Directors Governance Fellow. T N E M E T A T S Y X O R P Mr. Dittenhafer brings extensive knowledge of the banking industry and a strong background in economics to the board of directors. The Nominating and Corporate Governance Committee considers Mr. Dittenhafer’s experience, leadership, financial expertise and strong economics background to be unique assets for the board of directors. Michele N. Siekerka was appointed to the board of directors of Investors Bancorp and Investors Bank on December 6, 2013 upon the consummation of Investors Bancorp’s merger with Roma Financial Corporation. Ms. Siekerka was a director of Roma Financial Corporation since 2005, and is a licensed attorney and Acting Deputy Commissioner, New Jersey Department of Environmental Protection. From 2004 to 2010, she served as the President and Chief Executive Officer of the Mercer Regional Chamber of Commerce. From 2000 to 2004, 9 Ms. Siekerka was employed by AAA Mid-Atlantic, first as vice president of human resources and then as senior counsel. Active in numerous civic organizations, Ms. Siekerka is a member of, among other organizations, the Mercer County Community College Foundation, the Roma Bank Community Foundation, the YWCA of Trenton, and the RomAsia Bank Board. She is on the Regional Advisory Board for AAA Mid-Atlantic, and is a former member of the Robbinsville Township Board of Education. The Nominating and Corporate Governance Committee considers Ms. Siekerka’s legal and government affairs expertise and market knowledge to be assets to the Board of Directors. Term to Expire 2016 Robert C. Albanese was appointed to the board of directors of Investors Bancorp and Investors Bank on December 6, 2013 upon the consummation of Investors Bancorp’s acquisition of Roma Financial Corporation. Mr. Albanese had been a director of Roma Financial since June 2009. He was the President and Chief Executive Officer of Pentegra Retirement Services, located in White Plains, New York, from 2007 to 2013 following an eleven year tenure on Pentegra’s Board of Directors. Prior to his employment with Pentegra, he served as Regional Director of the Northeast Region of the Office of Thrift Supervision from 1996 through 2007 where he was directly responsible for the oversight of all federally chartered institutions and their holding companies located in the twelve states comprising the Northeast Region. Prior to 1996, he served in various other capacities with the Office of Thrift Supervision and its predecessor, The Federal Home Loan Bank of New York. Mr. Albanese has also been involved in many civic activities, most prominently as past President and Treasurer of the Waldwick, New Jersey Jaycees. He presently sits on the Board of Trustees of the Bridge Academy, a school for children with learning disabilities located in Lawrenceville, New Jersey. The Nominating and Corporate Governance Committee considers Mr. Albanese’s extensive regulatory experience with particular expertise in financial analysis, enterprise risk analysis and audit to be assets to the Board of Directors. Domenick A. Cama was appointed to the board of directors of Investors Bancorp and Investors Bank in January 2011. He became Chief Operating Officer of Investors Bank effective January 1, 2008 and was appointed Senior Executive Vice President in January of 2010. Prior to this appointment, Mr. Cama served as Chief Financial Officer since April 2003. Prior to joining Investors Bank, Mr. Cama was employed for 13 years by the FHLB where he served as Vice President and Director of Sales. Mr. Cama is also a member of the board of directors for the Raritan Bay Medical Center Foundation and the Madison YMCA. Mr. Cama holds a Bachelor’s degree in Economics and a Master’s degree in Finance from Pace University. Mr. Cama has extensive knowledge of the banking industry and local markets served by Investors Bank. The Nominating and Corporate Governance Committee considers Mr. Cama’s experience, leadership, financial expertise and strong economics background to be unique assets for the board of directors. James J. Garibaldi was appointed to the board of directors of Investors Bancorp and Investors Bank in 2012. He is currently the Chief Executive Officer of The Garibaldi Group, a corporate real estate services firm joined The Garibaldi Group in 1974. In 1986, headquartered in Chatham, New Jersey. Mr. Garibaldi Mr. Garibaldi assumed the role of managing partner of the firm and in 1997 he became its Chief Executive Officer. Mr. Garibaldi currently serves on CORFAC International’s International Committee. He is also a member of the Board of Trustees for the Cancer Hope Network, a member of the Board of Trustees of Big Brothers and Big Sisters of Morris, Bergen, Passaic and Sussex, Inc., on the Finance Council for the Diocese of Paterson, and a member of the Advisory Board for the Community Soup Kitchen in Morristown. Mr. Garibaldi has a Bachelor of Science degree from the University of Scranton. Mr. Garibaldi’s extensive real estate experience and knowledge of the local real estate market bring valuable expertise to the board of directors. The Nominating and Corporate Governance Committee considers Mr. Garibaldi’s leadership skills and real estate knowledge to be assets to the board of directors. 10 P R O X Y S T A T E M E N T James H. Ward III was appointed to the board of directors of Investors Bancorp and Investors Bank in June 2009 upon consummation of Investors Bancorp’s acquisition of American Bancorp of New Jersey, Inc. Mr. Ward was a director of American Bancorp of New Jersey since 1991 and served as Vice Chairman since 2003. From 1998 to 2000, he was the majority stockholder and Chief Operating Officer of Rylyn Group, which operated a restaurant in Indianapolis, Indiana. Prior to that, he was the majority stockholder and Chief Operating Officer of Ward and Company, an insurance agency in Springfield, New Jersey, where he was employed from 1968 to 1998. He is now a retired investor. In 2009 he was awarded the Certificate of Director Education by the National Association of Corporate Directors, where he is a member and continues his education. Mr. Ward brings a wide range of management experience and business knowledge that provides a valuable resource to the board of directors. These skills and experience combined with the unique perspective Mr. Ward brings from his background as an entrepreneur provide skills and experience which the Nominating and Corporate Governance Committee considers to be valuable assets for the board of directors. Executive Officers of the Bank Who Are Not Also Directors Richard S. Spengler, age 52, was appointed Executive Vice President and Chief Lending Officer of Investors Bank effective January 1, 2008. Mr. Spengler began working for Investors Bank in September 2004 as Senior Vice President. Prior to joining Investors Bank, Mr. Spengler had a 21-year career with First Savings Bank, Woodbridge, New Jersey where he served as Executive Vice President and Chief Lending Officer from 1999 to 2004. Mr. Spengler holds a Bachelor’s degree in Business Administration from Rutgers University. Paul Kalamaras, age 55, was appointed Executive Vice President and Chief Retail Banking Officer of Investors Bank in January of 2010. Mr. Kalamaras joined Investors Bank as a Senior Vice President and Director of Retail Banking in August 2008. Before joining Investors, Mr. Kalamaras was Executive Vice President of Millennium bcp bank, N.A., in Newark, New Jersey where he was responsible for the retail, commercial banking and treasury lines of business. He served on the bank’s Executive Committee and was a member of the board of directors. Mr. Kalamaras previously was President and CEO of The Barré Company, a manufacturer of precision engineered metal components for the electronics and telecommunications industry. Earlier, Mr. Kalamaras was Executive Vice President at Summit Bank, where he was responsible for the retail network and business banking. Mr. Kalamaras holds a Bachelor’s degree in Finance from the University of Notre Dame. Thomas F. Splaine, Jr., age 48, was appointed Senior Vice President and Chief Financial Officer of Investors Bank effective January 1, 2008. Mr. Splaine previously served as Senior Vice President, Director of Financial Reporting for Investors Bank since January 2006. He served as First Vice President, Director of Financial Reporting for Investors Bank since December 2004. Prior to joining Investors Bank, Mr. Splaine was employed by Hewlett-Packard Financial Services, Murray Hill, New Jersey as Director of Financial Reporting. Mr. Splaine holds a Bachelor’s degree in Accounting and a Master’s of Business Administration from Rider University. Corporate Governance Matters Investors Bancorp is committed to maintaining sound corporate governance guidelines and very high standards of ethical conduct and is in compliance with applicable corporate governance laws and regulations. Section 16(a) Beneficial Ownership Reporting Compliance Investors Bancorp’s common stock is registered with the Securities and Exchange Commission pursuant to Section 12(b) of the Exchange Act. The executive officers and directors of Investors Bancorp, and beneficial owners of greater than 10% of Investors Bancorp’s common stock, are required to file reports on Forms 3, 4 and 5 with the Securities and Exchange Commission disclosing beneficial ownership and changes in beneficial ownership of Investors Bancorp’s common stock. The Securities and Exchange Commission rules require 11 T N E M E T A T S Y X O R P disclosure in Investors Bancorp’s Proxy Statement or Annual Report on Form 10-K of the failure of an executive officer, director or 10% beneficial owner of Investors Bancorp’s common stock to file a Form 3, 4, or 5 on a timely basis. Based on Investors Bancorp’s review of ownership reports and confirmations by executive officers and directors, Investors Bancorp believes that, during 2013, its officers, directors and beneficial owners of greater than 10% of its common stock timely filed all required reports with the exception of the inadvertent late filing of a Form 4 report for each of Messrs. Cummings, Dittenhafer and Kalamaras, due to administrative error. Board of Directors Meetings and Committees The Boards of Directors of Investors Bancorp and Investors Bank meet monthly, or more often as may be necessary. The Board of Directors of Investors Bancorp and Investors Bank each met twelve times during 2013. The Board of Directors of Investors Bancorp currently maintains four standing committees: the Nominating and Corporate Governance Committee, the Audit Committee, the Compensation and Benefits Committee and the Risk Oversight Committee. No director attended fewer than 75% of the total number of Board meetings held by the Investors Bancorp and Investors Bank Board of Directors and all committees of the Boards on which they served (during the period they served) during 2013. Investors Bancorp does not have a specific policy regarding attendance at the annual meeting. However, all of Investors Bancorp directors attended the annual meeting of stockholders held on May 29, 2013. Director Independence A majority of the board of directors and each member of the Compensation and Benefits, Nominating and Corporate Governance, Risk Oversight Committee and Audit Committees are independent, as affirmatively determined by the board of directors consistent with the listing rules of the Nasdaq Stock Market. The board of directors conducts an annual review of director independence for all current nominees for election as directors and all continuing directors. In connection with this review, the board of directors considers all relevant facts and circumstances relating to relationships that each director, his or her immediate family members and their related interests has with Investors Bancorp and its subsidiaries. As a result of this review, the board of directors affirmatively determined that Messrs. Cashill, Albanese, Bone, Dittenhafer, Dugan, Ward and Ms. Byrnes and Siekerka are independent as defined in the Nasdaq corporate governance listing rules. The board of directors determined that Messrs. Cummings and Cama are not independent as they are Investors Bank employees. Mr. Cosgrove is not independent as he was an employee of Investors Bank until retiring on October 1, 2011. Mr. Garibaldi is not independent due to a transaction between Investors Bancorp and Mr. Garibaldi’s company in 2011, which occurred prior to his appointment to the board of directors. In establishing its structure and appointing a Lead Director, Investors Bancorp has also taken into account the extent to which a director who satisfies independence standards under the listing rules of the Nasdaq Stock Market would also qualify as an independent outside director (as opposed to an affiliated outside director) under the standards set forth by Institutional Shareholder Services (“ISS”). Board Leadership Structure The Board of Directors believes that having separate Chairman and Chief Executive Officer positions is the appropriate board leadership structure for Investors Bancorp. The Board of Directors believes that management accountability and the Board’s independence from management is best served by maintaining a majority of independent directors and maintaining standing board committees comprised of independent members. 12 P R O X Y S T A T E M E N T In addition, the Board’s Corporate Governance Guidelines allow for the appointment of a Lead Independent Director, who shall be an “independent outside director”, which is defined as an independent director who is not considered an “affiliated outside director” under ISS standards. When appointed by the Board, the Lead Independent Director has the following duties: • Preside at all meetings of the independent outside directors and independent directors; • Coordinate as necessary Investors Bancorp related activities of the independent outside directors; • Facilitate communications between the Chairman of the Board, the CEO and the independent outside directors; • Consult as needed with the Chairman of the Board with respect to meeting agendas and schedules, as well as Board materials, prior to Board meetings; and • Consult with the Chairman of the Board to assure that appropriate topics are being discussed with sufficient time allocated for each. The Lead Independent Director has the authority to call meetings of the independent outside directors. Pursuant to the recommendation of the Nominating and Corporate Governance Committee, the Board appointed Brian D. Dittenhafer as Lead Director in November 2011. He continues to serve in that capacity. Corporate Governance Guidelines The Board of Directors has adopted Corporate Governance Guidelines, which are posted on the “Governance Documents” section of Investors Bank’s website at www.myinvestorsbank.com. The Corporate Governance Guidelines cover the general operating policies and procedures followed by the Board of Directors including, among other things: the “Investor Relations” page of • Mission of the Board; • Director responsibilities and qualifications; • Board nominating procedures and election criteria; • Stock ownership policies, Board size, director independence; and • Director compensation, education and code of ethics. The Corporate Governance Guidelines provide for the independent directors of the Board of Directors to meet in regularly scheduled executive sessions at least quarterly. During 2013, three executive sessions were conducted by the independent directors. Anti-Hedging Policy The Corporate Governance Guidelines include an anti-hedging policy, which prohibits directors and executive officers from engaging in or effecting any transaction designed to hedge or offset the economic risk of owning shares of Investors Bancorp common stock. Accordingly, any hedging, derivative or other equivalent transaction that is specifically designed to reduce or limit the extent to which declines in the trading price of Investors Bancorp common stock would affect the value of the shares of Investors Bancorp common stock owned by an executive officer or director is prohibited. Cashless exercises of employee stock options are not deemed short sales and are not prohibited. This policy does not prohibit transactions in the stock of other companies. Stock Ownership Requirements The Board of Directors believes that it is in the best interest of Investors Bancorp and its stockholders to align the financial interests of its executives and directors with those of stockholders. Accordingly, the Corporate 13 T N E M E T A T S Y X O R P Governance Guidelines include Stock Ownership Guidelines for Named Executive Officers (NEOs) and Directors of Investors Bancorp that require the following minimum investment in Investors Bancorp common stock: CEO: A number of shares having a market value equal to five times (5.0x) annual base salary Other NEOs: A number of shares having a market value equal to three times (3.0x) annual base salary Directors: 25,000 shares Stock holdings are expected to be achieved within five (5) years of either the implementation of the ownership guidelines or the starting date of the individual, whichever is later. Stock ownership for NEOs and Directors will be reviewed as of the last day of each calendar quarter. Nominating and Corporate Governance Committee The current members of the Nominating and Corporate Governance Committee are: Ms. Byrnes (Chair), Messrs. Bone, Ward, Dittenhafer and Ms. Siekerka. Each member of the Nominating and Corporate Governance Committee is considered independent as defined in the Nasdaq corporate governance listing rules. The Nominating and Corporate Governance Committee’s Charter and Corporate Governance Guidelines are posted on the “Governance Documents” section of the “Investor Relations” page of the Investors Bank’s website at www.myinvestorsbank.com. The Committee met four times during 2013. As noted in the Nominating and Corporate Governance Committee Charter, the purpose of the committee is to assist the Board in identifying individuals to become Board members; determine the size and composition of the Board and its committees; monitor Board effectiveness and implement Corporate Governance Guidelines. In furtherance of this purpose, this committee, among other things, shall: • Lead the search for individuals qualified to become members of the Board of Directors and develop leadership to the needs of Investors Bancorp, criteria (such as independence, experience relevant qualities, diversity, stock ownership) for board membership; P R O X Y S T A T E M E N T • Make recommendations to the Board concerning Board nominees and stockholders proposals; • Develop, recommend and oversee the annual self-evaluation process of the board and its committees; • Develop and annually review corporate governance guidelines applicable to Investors Bancorp; • Review and monitor independence; and the Board’s compliance with Nasdaq Stock Market listing standards for • Review, in consultation with the Compensation and Benefits Committee, directors’ compensation and benefits. In accordance with Corporate Governance Guidelines, the Committee considers all qualified director candidates identified by members of the Committee, by other members of the Board of Directors, by senior management and by stockholders. Stockholders recommending a director candidate to the Committee may do so by submitting the candidate’s name, resume and biographical information to the attention of the Chairman of this Committee in accordance with procedures listed in this proxy statement (also available on Investors Bancorp’s website). All stockholder recommendations for director candidates that the Chairman of the Committee receives in accordance with these procedures will be presented to the Committee for its consideration. The Committee’s recommendations to the Board are based on its determination as to the suitability of each individual, and the slate as a whole, to serve as directors of Investors Bancorp. 14 Criteria for Election Investors Bancorp’s goal is to have a Board of Directors whose members have diverse professional backgrounds and have demonstrated professional achievement with the highest personal and professional ethics and integrity and whose values are compatible with those of Investors Bancorp. The Nominating and Corporate Governance Committee does not have a formal policy with regard to the consideration of diversity in identifying director nominees. However, important factors considered in the selection of nominees for director include experience in positions that develop good business judgment, that demonstrate a high degree of responsibility, independence, and that show the individual’s ability to commit adequate time and effort to serve as a director. Nominees should have a familiarity with the markets in which Investors Bancorp operates, be involved in activities that do not create a conflict with his/her responsibilities to Investors Bancorp and its stockholders, and have the capacity and desire to represent the balanced, best interests of the stockholders of Investors Bancorp as a group, and not primarily a special interest group or constituency. The Nominating and Corporate Governance Committee will also take into account whether a candidate satisfies the criteria for “independence” as defined in the Nasdaq corporate governance listing rules, and, if a candidate with financial and accounting expertise is sought for service on the Audit Committee, whether the individual qualifies as an Audit Committee financial expert. In 2013 an executive officer of the Company recommended to the Nominating and Governance Committee for its consideration the appointment of Brendan A. Dugan as a director of the Company. Mr. Dugan is a nominee for election by the shareholders at this Annual Meeting. Procedures for the Nomination of Directors by Stockholders As previously indicated, the Nominating and Corporate Governance Committee has adopted procedures for the consideration of Board candidates submitted by stockholders. Stockholders can submit the names of candidates for director by writing to the Chair of the Nominating and Corporate Governance Committee, at Investors Bancorp, Inc., 101 JFK Parkway, Short Hills New Jersey 07078. The submission must include the following information: • a statement that the writer is a stockholder and is proposing a candidate for consideration by the Nominating and Corporate Governance Committee; • the qualifications of the candidate and why this candidate is being proposed; • the name, address and contact information for the nominated candidate, and the number of shares of Investors Bancorp common stock that are owned by the candidate (if the candidate is not a holder of record, appropriate evidence of the stockholder’s ownership should be provided); • the name and address of the nominating stockholder as he/she appears on Investors Bancorp’s books, and number of shares of Investors Bancorp common stock that are owned beneficially by such stockholder (if the stockholder is not a holder of record, appropriate evidence of the stockholder’s ownership will be required); • a statement of the candidate’s business and educational experience; • such other information regarding the candidate as would be required to be included in a proxy statement pursuant to Securities and Exchange Commission Regulation 14A; • a statement detailing any relationship between the candidate and Investors Bancorp and between the candidate and any customer, supplier or competitor of Investors Bancorp; • detailed information about any relationship or understanding between the proposing stockholder and the candidate; and • a statement that the candidate is willing to be considered and willing to serve as a director if nominated and elected. 15 T N E M E T A T S Y X O R P A nomination submitted by a stockholder for presentation by the stockholder at an annual meeting of stockholders must comply with the procedural and informational requirements described in “Advance Notice of Business to be Conducted at an Annual Meeting” Investors Bancorp did not receive any stockholder submission for Board nominees for this annual meeting. Stockholder and Interested Party Communication with the Board A stockholder of Investors Bancorp who wants to communicate with the Board or with any individual director can write to the Chair of the Nominating and Corporate Governance Committee at Investors Bancorp, Inc., 101 JFK Parkway, Short Hills, New Jersey 07078. The letter should indicate that the author is a stockholder and if shares are not held of record, should include appropriate evidence of stock ownership. Depending on the subject matter, the Chair will: • Forward the communication to the director(s) to whom it is addressed; • Handle the inquiry directly, for example where it is a request for information about Investors Bancorp or it is a stock-related matter; or • Not forward the communication if it is primarily commercial in nature, relates to an improper or irrelevant topic, or is unduly hostile, threatening, illegal or otherwise inappropriate. At each Board meeting, the Chair of the Nominating and Corporate Governance Committee shall present a summary of all communications received since the last meeting and make those communications available to the directors upon request. Codes of Conduct and Ethics The Board has adopted a code of ethics and business conduct for all employees and a code of ethics and business conduct for directors. These codes are designed to ensure the accuracy of financial reports, deter wrongdoing, promote honest and ethical conduct, the avoidance of conflicts of interest, and full and accurate disclosure and compliance with all applicable laws, rules and regulations. Both of these documents are available on Investors Bancorp’s website at www.myinvestorsbank.com. Amendments to and waivers from the codes of ethics and business conduct will be disclosed on Investors Bancorp’s website. Transactions With Certain Related Persons Federal laws and regulations generally require that all loans or extensions of credit to executive officers and directors must be made on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions with the general public and must not involve more than the normal risk of repayment or present other unfavorable features. However, regulations also permit executive officers and directors to receive the same terms through programs that are widely available to other employees, as long as the executive officer or director is not given preferential treatment compared to the other participating employees. Pursuant to such a program, loans have been extended to executive officers on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions with the general public, with the exception of waiving certain fees. These loans do not involve more than the normal risk of collectability or present other unfavorable features. Section 402 of the Sarbanes-Oxley Act of 2002 generally prohibits an issuer from: (1) extending or maintaining credit; (2) arranging for the extension of credit; or (3) renewing an extension of credit in the form of a personal loan for an officer or director. However, the prohibitions of Section 402 do not apply to loans made by a depository institution, such as Investors Bank, that is insured by the FDIC and is subject to the insider lending restrictions of the Federal Reserve Act. The audit committee reviews related party transactions, the disclosure of which is required under SEC proxy disclosure rules. 16 P R O X Y S T A T E M E N T Risk Oversight Committee The entire board of directors is engaged in risk oversight. However the board established a separate standing Risk Oversight Committee to facilitate its risk oversight responsibilities. The current members of the Risk Oversight Committee are Messrs. Ward (Chair), Bone, Cosgrove, Dugan, Cashill, Dittenhafer, Garibaldi, Albanese, Ms. Byrnes and Ms. Siekerka. Each member of the Risk Oversight Committee is considered independent as defined in the Nasdaq corporate governance listing rules. The Risk Oversight Committee Charter is posted on the “Governance Documents” section of the “Investors Relations” page of the Investors Bank’s website at www.myinvestorsbank.com. The Committee met five times during 2013. The Risk Oversight Committee has responsibility for enterprise-wide risk management and determining that significant risks of Investors Bancorp are monitored by the Board of Directors or one of its standing committees. In addition, the Risk Committee reviews new products and services proposed to be implemented by management to determine that appropriate risk identification has occurred and that controls are considered to mitigate identified risks to an acceptable level. The Risk Oversight Committee is also responsible for reviewing and monitoring interest rate and liquidity risks, strategic planning and capital deployment, annual budgeting, and asset quality (excluding loans). Audit Committee Matters Audit Committee The current members of the Audit Committee are: Messrs. Albanese (Chair), Dittenhafer, Dugan, Ward and Ms. Byrnes and Siekerka. Each member of the Audit Committee is considered independent as defined in the Nasdaq corporate governance listing rules and under Securities and Exchange Commission Rule 10A-3. The Board considers Robert C. Albanese, the Chair of the Audit Committee, an “audit committee financial expert” as that term is used in the rules and regulations of the Securities and Exchange Commission. The Audit Committee operates under a written charter adopted by the Board of Directors. The Audit Committee’s Charter is posted on the “Governance Documents” section of the “Investor Relations” page of Investors Bank’s website at www.myinvestorsbank.com. As noted in Audit Committee Charter, the primary purpose of the Audit Committee is to assist the Board in overseeing: • • • • • The integrity of Investors Bancorp’s financial statements; Investors Bancorp’s compliance with legal and regulatory requirements; The independent auditor’s qualifications and independence; The performance of Investors Bancorp’s internal audit function and independent auditor; and Investors Bancorp’s system of disclosure controls and system of internal controls regarding finance, accounting, and legal compliance. In furtherance of this purpose, this committee, among other things, shall: • • • Retain, oversee and evaluate a firm of independent registered public accountants to audit the annual financial statements; Review the integrity of Investors Bancorp’s financial reporting processes, both internal and external, in consultation with the independent registered public accounting firm and the internal auditor; Review the financial statements and the audit report with management and the independent registered public accounting firm; 17 T N E M E T A T S Y X O R P • • Review earnings and financial releases and quarterly and annual reports filed with the Securities and Exchange Commission; and Approve all engagements for audit and non-audit services by the independent registered public accounting firm. The Audit Committee met five times during 2013. The Audit Committee reports to the Board of Directors on its activities and findings. AUDIT COMMITTEE REPORT Pursuant to rules and regulations of the Securities and Exchange Commission, this Audit Committee Report shall not be deemed incorporated by reference by any general statement incorporating by reference this Proxy Statement into any filing under the Securities Act or the Exchange Act, except to the extent that Investors Bancorp specifically incorporates this information by reference, and otherwise shall not be deemed “soliciting material” or to be “filed” with the Securities and Exchange Commission subject to Regulation 14A or 14C of the Securities and Exchange Commission or subject to the liabilities of Section 18 of the Exchange Act. Management has the primary responsibility for Investors Bancorp’s internal control and financial reporting process, and for making an assessment of the effectiveness of Investors Bancorp’s internal control over financial reporting. The independent registered public accounting firm is responsible for performing an independent audit of Investors Bancorp’s consolidated financial statements in accordance with standards of the Public Company Oversight Board (United States) (“PCAOB”) and to issue an opinion on those financial statements, and for providing an attestation report on management’s assessment of internal control over financial reporting. The Audit Committee’s responsibility is to monitor and oversee these processes. As part of its ongoing activities, the Audit Committee has: • • • reviewed and discussed with management, and the independent registered public accounting firm, the audited consolidated financial statements of Investors Bancorp for the year ended December 31, 2013; discussed with the independent registered public accounting firm the matters required to be discussed by Statement on Auditing Standards No. 16, Communications with Audit Committees, as adopted by the PCAOB; and received the written disclosures and the letter from the independent registered public accounting firm required by applicable requirements of the PCAOB regarding the independent registered public accounting firm’s communications with the audit committee concerning independence, and has discussed with the independent registered public accounting firm its independence from Investors Bancorp. Based on the review and discussions referred to above, the Audit Committee has recommended to Investors Bancorp’s Board of Directors that the audited consolidated financial statements for the year ended December 31, 2013 be included in Investors Bancorp’s Annual Report on Form 10-K for filing with the Securities and Exchange Commission. In addition, the Audit Committee approved the re-appointment of KPMG LLP as the independent registered public accounting firm for the year ending December 31, 2014, subject to the ratification of this appointment by the stockholders of Investors Bancorp. Audit Committee of Investors Bancorp, Inc. P R O X Y S T A T E M E N T Robert C. Albanese, Chair Brian D. Dittenhafer, Member Brendan J. Dugan, Member James H. Ward III, Member Doreen R. Byrnes, Member Michele N. Siekerka, Member 18 Compensation and Benefits Committee Matters Compensation and Benefits Committee The current members of the Compensation and Benefits Committee are: Messrs. Dittenhafer (Chair), Albanese, Dugan, Bone, Ward and Ms. Byrnes. Each member of the Compensation and Benefits Committee is considered independent as defined in the Nasdaq corporate governance listing rules and Securities and Exchange Commission Rule 10C-1. The Compensation and Benefits Committee’s Charter is posted on the “Governance at Documents” www.myinvestorsbank.com. The Committee met five times during 2013. Investors Bank’s website “Investor Relations” section page the the of of As noted in the Compensation and Benefits Committee Charter, the purpose of the committee is to assist the incentive responsibility relating to executive compensation, Board in carrying out compensation and equity and non-equity based benefit plans. the Board’s overall In furtherance of this purpose, this committee, among other things, shall: • • • • • Review and recommend to the Board for approval the Chief Executive Officer’s annual compensation, including salary, cash incentive, incentive and equity compensation; Review and recommend to the Board the evaluation process and compensation for Investors Bancorp’s executive officers and coordinate compensation determinations and benefit plans for all employees of Investors Bancorp; Review Investors Bancorp’s incentive compensation and other stock-based plans and make changes in such plans as needed; Review, as appropriate and in consultation with the Nominating and Corporate Governance Committee, director compensation and benefits; and Review the independence of the Compensation and Benefits Committee members, legal counsel and compensation consultants. In addition to these duties the committee shall assist the Board in recruiting and succession planning. The Compensation and Benefits Committee retains responsibility for all compensation recommendations to the Board of Directors as to the executive officers. The Compensation and Benefits Committee may utilize information and benchmarks from an independent compensation consulting firm, and from other sources, to determine how executive compensation levels compare to those companies within or outside of the industry. The Compensation and Benefits Committee may review published data for companies of similar size, location, financial characteristics and stage of development among other factors. In designing the compensation program for Investors Bancorp, the Committee takes into consideration methods to avoid encouraging the taking of excessive risk by executive management or by any other employees. The Committee assessed risks posed by the compensation incentive compensation paid to executive management and other employees and determined that Investors Bancorp’s compensation policies, practices and programs do not pose risks that are reasonably likely to have a material adverse effect on Investors Bancorp. The basic elements of Investors Bancorp’s executive compensation program include base salary, annual cash incentive awards, long-term incentive awards and other benefit arrangements, such as retirement programs. In addition to determining the compensation payable to Investors Bancorp’s executive officers, including the the Compensation and Benefits Committee Chief Executive Officer and other named executive officers, evaluates senior executive and director compensation plans and programs, administers and has discretionary authority over the issuance of equity awards under Investors Bancorp equity compensation plans and oversees 19 T N E M E T A T S Y X O R P preparation of a report on executive compensation for inclusion in Investors Bancorp’s annual proxy statement. The Compensation and Benefits Committee is supported based on the advice of the Chief Executive Officer and Chief Operating Officer, both of whom serve as a resource by providing input regarding Investors Bancorp’s executive compensation program and philosophy. The Compensation and Benefits Committee engaged the services of GK Partners, an independent compensation consultant, in evaluating executive compensation programs and in making determinations regarding executive officer compensation. The independent compensation consultant reports directly to the Compensation and Benefits Committee, is available to advise the Compensation and Benefits Committee and does not perform any other services for Investors Bancorp. to assist it Compensation and Benefits Committee Interlocks and Insider Participation During 2013, Messrs. Manahan, Dittenhafer, Szabatin, Albanese, Bone and Ward served as members of the Compensation and Benefits Committee. None of these directors has ever been an officer or employee of Investors Bancorp; is an executive officer of another entity at which one of Investors Bancorp’s executive officers serves on the board of directors, or had any transactions or relationships with Investors Bancorp in 2013 requiring specific disclosures under SEC rules or Nasdaq listing standards. Directors Manahan and Szabatin retired from the Board on December 17, 2013. Ms. Byrnes, who served as a member of the Compensation and Benefits Committee in calendar 2013, is neither an executive officer of another entity at which one of Investors Bancorp’s executive officers serves on the board of directors, nor had transactions or relationships with Investors Bancorp in calendar 2013 requiring specific disclosures under SEC rules. She was an officer of Investors Bank prior to her retirement in 2007. Executive Compensation Compensation Discussion and Analysis Executive Summary. As discussed in greater detail below, our compensation program is specifically designed to provide executives with competitive compensation packages that include elements of both reward and retention. The Compensation and Benefits Committee routinely reviews our compensation practices to remain market competitive and to ensure that these practices are aligned with our compensation philosophy and objectives, regulatory requirements and evolving best practices. Key highlights of the program include: • • All members of the Compensation and Benefits Committee and all of its compensation consultants and advisers are independent, which ensures that all aspects of the compensation decision-making process are free from conflicts of interest. The Compensation and Benefits Committee controls the selection and activities of all compensation consultants and advisers who assist us with executive compensation matters. • We maintain a clawback policy for bonus and other incentive compensation paid to executive officers, which mitigates risk-taking behavior. • • • Our directors and named executive officers (as defined below) are required to hold our common stock at specified minimum levels, which recognizes the importance of aligning their interests with those of stockholders. The Chief Executive Officer of Investors Bancorp is required to hold Investors Bancorp common stock valued at five times his annual base salary. The Compensation and Benefits Committee continually reviews all incentive compensation programs with respect to risk-taking behavior, with the guiding principle that the safety and soundness of Investors Bancorp and Investors Bank is paramount to all compensation incentives. A significant portion of each named executive officer’s compensation is in the form of short and long- term performance-based pay, which reinforces our pay for performance philosophy. 20 P R O X Y S T A T E M E N T • • Compensation packages for named executive officers include an appropriate mix of fixed and variable pay, which provides named executive officers with both reward and retention incentives. None of our employment or change in control agreements provides for change in control severance payments without the executive’s termination of employment following the change in control of Investors Bancorp or Investors Bank (i.e., no “single triggers”). • We provide limited executive perquisites. • During the course of the year, management has met with several of our stockholders, which included discussions of executive compensation matters. This discussion is focused specifically on the compensation of the following executive officers, each of whom is named in the Summary Compensation Table and other compensation tables which appears later in this section. These five executives are referred to in this discussion as “named executive officers.” Name Kevin Cummings Domenick A. Cama Richard S. Spengler Paul Kalamaras Thomas F. Splaine, Jr. Title President and Chief Executive Officer Senior Executive Vice President and Chief Operating Officer Executive Vice President and Chief Lending Officer Executive Vice President and Chief Retail Banking Officer Senior Vice President and Chief Financial Officer Executive Compensation Philosophy. Investors Bancorp’s executive compensation program is designed to offer competitive cash and equity compensation and benefits that will attract, motivate and retain highly qualified and talented executives who will help maximize Investors Bancorp’s financial performance and earnings growth. Investors Bancorp’s executive compensation program is also intended to align the interests of its executive officers with stockholders by rewarding performance against established corporate financial targets, and by motivating strong executive leadership and superior individual performance. Investors Bancorp’s executive compensation program allocates portions of total compensation between long-term and short-term compensation and between cash and non-cash compensation by including competitive base salaries, executive perquisites, an annual cash incentive plan, stock options and stock awards that are generally subject to a five-year or seven-year time-based vesting schedule, and supplemental executive retirement benefits, which encourage long term employment with Investors Bancorp. Investors Bancorp has considered the most recent stockholder say-on-pay advisory vote in reviewing compensation policies and decisions. In light of the strong stockholder support, the Compensation and Benefits Committee concluded that no significant revisions were necessary to Investors Bancorp’s executive officer compensation program for 2013. The compensation paid to each named executive officer is based on the executive officer’s level of job responsibility, corporate financial performance measured against corporate financial targets, and an assessment of his individual performance. A significant portion of each named executive officer’s total compensation is performance-based because each executive is in a leadership role that can significantly impact corporate performance. Role of Executive Officers. The Chief Executive Officer and Chief Operating Officer serve as a resource to the Compensation and Benefits Committee by providing input regarding Investors Bancorp’s executive compensation program and philosophy. The Chief Executive Officer and Chief Operating Officer participate in compensation-related activities purely in an informational and advisory capacity and have no votes in the committee’s decision-making process. 21 T N E M E T A T S Y X O R P The Compensation and Benefits Committee meets regularly with the Chief Executive Officer and Chief Operating Officer to receive their advice regarding the potential incentive compensation performance metrics, and to review the progress of the pre-established corporate financial targets and individual performance goals related to our incentive plans. Also, the Chief Executive Officer provides the Compensation and Benefits Committee with performance assessments and compensation recommendations for each of the other named executive officers, which are considered by the Compensation and Benefits Committee in arriving at its compensation determinations. However, the Chief Executive Officer and Chief Operating Officer do not attend portions of committee meetings during which their performance is being evaluated or their compensation is being determined. Role of Compensation Consultant. For 2013, the Compensation and Benefits Committee engaged GK Partners, an independent compensation consultant, to assist in its evaluation of Investor Bancorp’s executive compensation program and in making determinations regarding the compensation of the named executive officers. GK Partners reported directly to the Compensation and Benefits Committee, and did not perform any other services to Investors Bancorp or Investors Bank. GK Partners provided the Compensation and Benefits Committee with executive compensation benchmarking trends and external developments, and also provided input on its short-term and long-term incentive plans for best practices and market competitiveness. The Compensation and Benefits Committee considered the independence of GK Partners regarding its independence under the Nasdaq listing standards. The Compensation and Benefits Committee requested and received a report from GK Partners regarding its independence, including the following factors: (1) other services provided to us by GK Partners; (2) fees paid by us as a percentage of GK Partners’ total revenue; (3) policies or procedures maintained by GK Partners that are designed to prevent a conflict of interest; (4) any business or personal relationships between the senior advisors and a member of the Compensation and Benefits Committee; (5) any Investors Bancorp common stock owned by the senior advisors; and (6) any business or personal relationships between our executive officers and GK Partners. The Compensation and Benefits Committee discussed these considerations and concluded that GK Partners had no conflicts of interest with respect to its engagement. Market Comparison. For 2013, GK Partners compared Investors Bancorp’s executive compensation program to peer group compensation data. GK Partners provided the Compensation and Benefits Committee with relevant competitive cash and stock compensation information obtained from public disclosures of a selected peer group of 18 banking institutions to be used for evaluating 2013 compensation. These included thrift and banking institutions with assets of $2.5 billion to $42 billion, having an asset mix similar to Investors Bancorp and doing business predominantly in the Northeast region of the United States. This peer group may be modified from year-to-year as necessary, based on mergers and acquisitions within the industry or other relevant factors. The peer group used for evaluating 2013 compensation consisted of the 18 banking institutions identified below. Based on this peer group comparison, the base salaries and cash and equity incentive compensation of certain named executive officers are positioned above the median of the range of this peer group while other named executive officers were below the median. Investors Bancorp has no formal policy that requires the compensation of the named executive officers to attain any specific percentile position within the array of peer group compensation data among the selected comparable companies. However, the Compensation and Benefits Committee believes the base salaries and cash and equity incentive compensation for the named executive officers are appropriate relative to our peer group because they reflect a combination of the sustained individual performance by the named executive officers, their experience and the employment market conditions in our geographic market. P R O X Y S T A T E M E N T 22 The peer group companies are: Astoria Financial Corp.-NY Beneficial Mutual Bancorp.-PA Dime Community Bancshares, Inc.-NY FirstMerit Corporation-OH First Niagara Financial Group, Inc.-NY Flushing Financial Corp.-NY Fulton Financial Corp.-PA NBT Bancorp, Inc.-NY New York Community Bancorp, Inc.-NY Northwest Bancshares, Inc.-PA Oritani Financial Corp.-NJ People’s United Financial, Inc.-CT Provident Financial Services, Inc.-NJ Signature Bank-NY Sterling Bancorp, Inc.-NY Susquehanna Bancshares, Inc.-PA Valley National Bancorp-NJ Webster Financial Corp.-CT Elements of Executive Compensation for 2013. The Compensation and Benefits Committee used a total compensation approach in establishing our elements of executive compensation, which consist of base salary, annual cash incentive awards, discretionary bonus, long-term incentive awards (such as stock option and restricted stock awards), a competitive benefits package (including supplemental executive retirement benefits where warranted), and limited perquisites. Base Salary. Base salary levels for the named executive officers are evaluated by the Compensation and Benefits Committee on an annual basis. In general, salary ranges are developed considering the competitive base salary information furnished to the Compensation and Benefits Committee by GK Partners. Each named executive officer’s base salary level leadership, operational effectiveness, tenure in office, and experience in the industry and employment market conditions in our geographic market. is determined by his sustained individual performance, In establishing base salaries for 2013, the Compensation and Benefits Committee considered Investors Bancorp’s financial performance, and peer group and market-based industry salary data provided by our independent consultant, as well as the individual factors identified above. Based on this analysis, for 2013 the Compensation and Benefits Committee decided that no increases to 2012 base salary amounts were necessary for each named executive officer, except for Mr. Splaine, whose base salary amount increased to $325,000. Executive Officer Annual Incentive Plan. The Compensation and Benefits Committee established, and the board of directors and stockholders approved, the Executive Officer Annual Incentive Plan, which provides for annual cash incentive awards upon the attainment of established corporate financial targets and individual performance goals. On May 30, 2013, the Executive Officer Annual Incentive Plan was again submitted to Investors Bancorp stockholders for approval, as required pursuant to Section 162(m) of the Internal Revenue Code, for awards under the plan to be treated as performance-based compensation for purposes of the exemption from the $1 million limit on deductibility of compensation paid to each named executive officer of a publicly traded company (other than the principal financial officer). The Compensation and Benefits Committee assigns corporate financial targets and individual performance goals and a range of annual cash incentive award opportunities to each executive officer, or group of officers participating in the plan. The award opportunities for each named executive officer are linked to specific targets and range of performance results for annual corporate financial performance and for attainment of certain 23 T N E M E T A T S Y X O R P individual goals. Each named executive officer’s annual cash incentive award is defined as a percentage of base salary. The corporate financial targets and individual goals are established by the Compensation and Benefits Committee no later than 90 days after the commencement of the period of service to which the performance goal relates, but in no event after 25% of the performance period has elapsed, and in either case, so long as the outcome is substantially uncertain at the time that the goal is established. Such targets and goals are weighted in relation to the named executive officer’s position and duties. As corporate financial targets and/or individual performance goals exceed or fall short of established thresholds (which are established at Threshold, Target and Maximum Achievements), the actual amount paid under the plan will exceed or fall short of the targeted payment amount. For 2013, the Compensation and Benefits Committee established the following range of annual cash incentive award opportunities for Threshold, Target and Maximum Achievements (as a percentage of base salary): Executive Officer Kevin Cummings Domenick A. Cama Richard S. Spengler Paul Kalamaras Thomas F. Splaine, Jr. Threshold Target Maximum 75% 60% 45% 45% 37.5% 112.5% 90% 68% 68% 56% 150% 120% 90% 90% 75% The Compensation and Benefits Committee weighed each named executive officer’s 2013 annual cash incentive award opportunity under the plan (as a percentage of the total award opportunity) with respect to corporate financial targets and individual goals as follows: Executive Officer Kevin Cummings Domenick A. Cama Richard S. Spengler Paul Kalamaras Thomas F. Splaine, Jr. Corporate Financial Targets Individual Goals 60% 60% 50% 40% 40% 40% 40% 50% 60% 60% The Compensation and Benefits Committee feels strongly that executive compensation should be formally tied to the attainment of certain corporate financial targets and individual performance goals to more closely align the executive’s performance with providing value for our stockholders. The corporate financial targets for 2013 were based on Investors Bancorp’s satisfaction of performance targets relative to our net income and efficiency ratio (the ratio of non-interest expense divided by the sum of net interest income and non-interest income) during the 2013 calendar year. Specifically, the Compensation and Benefits Committee established the following corporate financial targets for 2013 with respect to our net income and efficiency ratio: P R O X Y S T A T E M E N T Metric Net Income Efficiency Ratio Weighting Threshold Target Maximum 60% $91 million $95 million $99 million 40% 53.0% 55.0% 57.0% The individual goals established by the Compensation and Benefits Committee were aligned with each Investors Bancorp and related to the successful named executive officer’s area of implementation of our strategic initiatives. For 2013, each named executive officer’s individual goals were related to the following: responsibility at • Messrs. Cummings’ and Cama’s individual goals included achieving certain core deposit growth, maintaining loan quality versus peers and promoting Investors Bancorp to various audiences, including but not limited to: stockholders; customers; investment bankers; analysts and employees. 24 • Mr. Spengler’s individual goals included achieving certain loan growth, maintaining loan quality versus our peers and growing deposits for new loan customers. • Mr. Kalamaras’ individual goals included achieving certain core deposit, loan and non-deposit investment growth. • Mr. Splaine’s individual goals were related to achievement of installing a new budget process, enhancement of our profitability reporting system and installing an automated platform for our allowance for loan loss calculation. For 2013, the corporate financial targets exceed Maximum Achievement levels since our net income totaled $112.0 million and our efficiency ratio was 52.06%. Based upon the attainment of Maximum Achievement with respect to our corporate financial targets and the assessment of the named executive officer’s individual performance relative to his pre-established individual goals, the Compensation and Benefits Committee approved the following annual cash incentive awards on January 28, 2014: 2013 Annual Cash Incentive Awards Executive Officer Kevin Cummings Domenick A. Cama Richard S. Spengler Paul Kalamaras Thomas F. Splaine, Jr. Cash Incentive ($) 1,402,500 745,200 358,200 333,450 199,875 Discretionary Bonuses. In addition to the payments under the Executive Officer Annual Incentive Plan described above, in December 2013, the Compensation and Benefits Committee paid discretionary bonuses to Messrs. Cummings, Cama, Spengler, Kalamaras and Splaine due to their successes beyond the goals established under the Executive Officer Annual Incentive Plan, specifically, the closing of the merger with Roma Financial Corporation and the announcement of the second-step offering and the filing of related regulatory documents. Such bonuses were $467,500, $275,000, $125,000, $125,000 and $80,000, respectively. Stock Option and Stock Award Program. At the October 24, 2006 annual meeting, the stockholders approved the Investors Bancorp, Inc. 2006 Equity Incentive Plan (“2006 Equity Incentive Plan”). Under this plan, individuals may receive awards of Investors Bancorp common stock (restricted stock) and grants of options to purchase shares of Investors Bancorp common stock at a specified exercise price during a specified time period. The Compensation and Benefits Committee believes that officer and employee stock ownership provides a significant incentive in building stockholder value by further aligning the interests of our officers and employees with stockholders because such compensation is directly linked to the performance of Investors Bancorp common stock. In addition, stock options and restricted stock awards generally vest over a five-year or seven-year vesting schedule, thereby aiding retention. Certain restricted stock awards have incorporated vesting provisions that will partially accelerate the vesting of such awards if Investors Bancorp achieves targeted rates of return during the normal vesting periods applicable to such awards. During 2013, no restricted stock or stock option award was granted to the named executive officers. As of December 31, 2013, a total of 3,689,920 stock options and 2,732,000 restricted stock awards have been granted to officers and employees of Investors Bancorp or Investors Bank. Included in these numbers are 694,841 stock options and 20,001 restricted stock awards that have expired or been forfeited. The Roma Financial Corporation 2008 Equity Incentive Plan (adopted by Roma Financial Corporation, the predecessor to Investors Bancorp) was assumed by Investors Bancorp on December 6, 2013 as a result of the merger between Investors Bancorp and Roma Financial Corporation. Following the completion of the Roma Financial Corporation merger, each stock 25 T N E M E T A T S Y X O R P option granted by Roma Financial Corporation to purchase Roma Financial Corporation common stock was converted to an option to purchase Investors Bancorp common stock pursuant to the exchange ratio related to the merger. As a result, Roma Financial Corporation outstanding stock options totaling 718,000 were converted to 621,269 options to purchase Investors Bancorp common stock. No additional awards have been issued by Investors Bancorp under the Roma Financial Corporation 2008 Equity Incentive Plan. Benefits. Investors Bancorp provides its executives, including the named executive officers, with medical and dental insurance, disability insurance and group life insurance coverage consistent with the same benefits provided to all of its full-time employees. The named executive officers are participants in our qualified retirement plans, including the ESOP, Investors Bank Employee 401(k) Plan (“401(k) Plan”) and the defined benefit pension plan offered to all full-time employees of Investors Bank and designated subsidiaries, and non- qualified retirement plans, including the Supplemental ESOP and Retirement Plan and the Executive Supplemental Retirement Wage Replacement Plan (the “Wage Replacement Plan”). Additionally, Investors Bank sponsors a long-term care program for certain of its executive officers, senior vice presidents and their spouses or spousal equivalents. Each individual policy is owned by the covered person. Investors Bank pays all premiums under the long term care program but will stop paying premiums in the event of the participant’s: (i) termination for cause; (ii) retirement; (iii) relocation outside of the country; or (iv) death. Spousal coverage will be terminated upon: (i) a participant’s termination or retirement; (ii) divorce from the participant; (iii) the participant no longer qualifying for coverage; (iv) the spouse’s permanent relocation outside of the country; or (v) death. Participants who cannot be insured through an insurance company under the long-term care program will be self- insured by Investors Bank. ESOP. Investors Bank maintains the ESOP. Employees of Investors Bank and any subsidiary (unless excluded by the ESOP) who have been credited with at least 1,000 hours of service during a 12-month period are eligible to participate in the ESOP. The ESOP borrowed funds from Investors Bancorp pursuant to a loan and used those funds to purchase 4,254,072 shares of common stock for the ESOP in connection with Investors Bancorp’s initial public offering in 2005. The purchased shares serve as collateral for the loan. The loan is being repaid principally through annual contributions to the ESOP by Investors Bank over the 30 year loan term. The loan currently has a remaining term of approximately 21 years. Shares purchased by the ESOP are held in a suspense account for allocation among the participants’ accounts as the loan is repaid on a pro-rata basis. Contributions to the ESOP and shares released from the suspense account in an amount proportional to the repayment of the ESOP loan will be allocated to each eligible participant’s plan account, based on the ratio of each participant’s compensation to the total compensation of all eligible participants. Vested benefits will be payable generally upon the participants’ termination of employment, and will be paid in the form of common stock. Pursuant to FASB ASC Topic 718-40, we are required to record a compensation expense each year in an amount equal to the fair market value of the shares released from the suspense account. 401(k) Plan. Investors Bank maintains the 401(k) Plan, a tax-qualified defined contribution retirement plan, for all employees who have satisfied the 401(k) Plan’s eligibility requirements. All eligible employees can begin participation in the 401(k) Plan on the first day of the plan year or the first day of the first day of the month following the date on which the employee attains age 21. A participant may contribute up to 60% of his or her compensation to the 401(k) Plan on a pre-tax basis, subject to the limitations imposed by the Internal Revenue Code. For 2013, the salary deferral contribution limit is $17,500, provided, however, that a participant over age 50 may contribute an additional $5,500 to the 401(k) Plan. A participant is always 100% vested in his or her salary deferral contributions. In addition to salary deferral contributions, the 401(k) Plan provides that Investors Bank will make an employer contribution equal to 50% of the participant’s salary deferral contribution, provided that such amount does not exceed 6% of the participant’s compensation earned during the plan year. Participants will become 100% vested in their employer contributions after completing three years of credited service (which is a three-year cliff vesting schedule). However a participant will immediately become 100% vested in any employer contributions upon the participant’s disability or attainment of age 65 while employed with Investors Bank. Generally, unless a participant elects otherwise, the participant’s benefit under the 401(k) Plan is generally 26 P R O X Y S T A T E M E N T payable in the form of a lump sum payment as soon as administratively feasible following his or her termination of employment with Investors Bank, provided, however that a participant can elect to receive a distribution of his or her vested account upon attaining age 59 1⁄ 2. Each participant has an individual account under the 401(k) Plan and may direct the investment of his or her account among a variety of investment options or vehicles available. Defined Benefit Pension Plan. Investors Bank participates in the Pentegra Defined Benefit Plan for Financial Institutions, formerly known as the Financial Institutions Retirement Fund, which is a tax-qualified defined benefit pension plan (the “Defined Benefit Plan”). All employees age 21 or older who have completed one year of employment with Investors Bank are eligible for participation in the Defined Benefit Plan; however, only employees who have been credited with 1,000 or more hours of service with Investors Bank are eligible to accrue benefits under the Defined Benefit Plan. Investors Bank annually contributes an amount to the plan necessary to satisfy the minimum funding requirements established under the Employee Retirement Income Security Act of 1974, as amended (“ERISA”). The retirement benefit formula under the Defined Benefit Plan provides for a nonintegrated unit accrual formula with an annual accrual rate of 1.25% of the participant’s high five year average salary, with a 30-year salary cap. A participant’s average annual compensation is the average annual compensation over the five consecutive calendar years out of the last 10 calendar years in which the participant’s compensation was the greatest, or over all calendar years if less than five. The regular form of retirement benefit is a straight life annuity (if the participant is single) and a joint and survivor annuity (if the participant is married). However, various alternative forms of joint and survivor annuities may be selected instead. If a participant dies while in active service and after having become fully vested, a qualified 100% survivor benefit will be payable to the participant’s beneficiary. Benefits payable upon death may be paid in a lump sum, installments, or in the form of a life annuity. Upon termination of employment due to disability, the participant will be entitled to a disability retirement benefit at age 65. Supplemental ESOP and Retirement Plan. Investors Bank maintains the Supplemental ESOP and Retirement Plan (“the Plan”). The Plan is intended to compensate certain executives participating in the Defined Benefit Plan (the “Retirement Plan”) and the Investors Bank Employee Stock Ownership Plan (“the ESOP”) whose contributions or benefits are limited by Sections 415 and/or 401(a)(17) of the Internal Revenue Code, applicable to tax-qualified retirement plans (the “Tax Law Limitations”). As of December 31, 2013, Messrs. Cummings, Cama, Spengler, Kalamaras and Splaine were participants in the plan. The plan provides benefits attributable to participation in the Defined Benefit Plan equal to the excess, if any, of the vested accrued benefit to which the participant would be entitled under the Defined Benefit Plan, determined without regard to the Tax Law Limitations, over the vested accrued benefit to which the participant is actually entitled under the Defined Benefit Plan, taking into account the Tax Law Limitations (the “Supplemental Retirement Plan Benefit”). The Plan also provides benefits attributable to participation in the ESOP equal to the difference between the allocation of shares of Investors Bancorp common stock the participant would have received under the ESOP without regard to the Tax Law Limitations, and the number of shares of stock that are actually allocated as a result of the Tax Law Limitations (the “Supplemental ESOP Benefit”). The Supplemental ESOP Benefit under the plan is denominated in phantom shares of stock such that one phantom share has a value equal to the fair market value of one share of Investors Bancorp common stock. Each participant’s phantom shares are held in a bookkeeping account established on his or her behalf. Each plan year, the dollar amount of earnings on the phantom shares deemed allocated to each participant’s account will be converted into phantom shares and credited to each participant’s account. 27 T N E M E T A T S Y X O R P As a long-term compensation plan, the participant’s vested interest in the Supplemental Retirement Plan Benefit and in the Supplemental ESOP Benefit is based on a five-year “cliff vesting” schedule where participants with less than five years of employment will be 0% vested in their benefits, and will become 100% vested upon the completion of five years of employment. In the event of a participant’s “separation from service” (as defined under Section 409A of the Internal Revenue Code) prior to attainment of age 55, the participant’s accrued Supplemental Retirement Plan Benefit will be paid in a single lump sum payment within 30 days of the participant’s separation from service. In the event of separation from service after age 55, the participant’s Supplemental Retirement Plan Benefit will be payable upon the participant’s early retirement date (age 55 with 10 years of service) or normal retirement date (age 65 with five years of service) in either a lump sum or an annuity (single life, single life with 120 months guaranteed, joint and 100% survivor annuity or joint and 50% survivor annuity) as elected by the participant, subject to the requirements of Section 409A of the Internal Revenue Code. In the event of a participant’s separation from service within two years following a change in control (as defined in the plan), the participant will receive his Supplemental Retirement Plan Benefit in a lump sum within 30 days after his separation from service. The participant’s Supplemental ESOP Benefit will be payable in cash in either a lump sum or annual installments over a period not to exceed five years, as elected by the participant, and will commence within 30 days following the earlier of the participant’s: (i) separation from service, (ii) death or (iii) disability, subject to the requirements of Section 409A of the Internal Revenue Code. Notwithstanding the foregoing, in the event the participant is a “specified employee”, as defined under Section 409A of the Internal Revenue Code, no benefit will be payable under the plan during the first six months following the participant’s separation from service (except in the event of death or disability). Executive Supplemental Retirement Wage Replacement Plan. Investors Bank maintains the Executive Supplemental Retirement Wage Replacement Plan (the “Wage Replacement Plan”). The Wage Replacement Plan is designed to provide participants with a normal retirement benefit, which is an annual benefit equal to 60% of the participant’s highest average annual base salary and cash incentive (over a consecutive 36-month period within the last 120 consecutive calendar months of employment) reduced by the sum of the benefits provided under the Defined Benefit Plan and the annuitized value of his or her benefits payable from the defined benefit portion of the Supplemental ESOP and Retirement Plan (which is referred to above as the Supplemental Retirement Plan Benefit). Upon separation from service at or after the normal retirement date (age 65) with at least 120 months of employment, a participant is entitled to the normal retirement benefit commencing on the first day of the month after separation from service, payable in monthly installments for life, with 120 monthly payments guaranteed or for an alternative period of time as elected by the participant. If the participant retires after the normal retirement date, but before completion of 120 months of employment, his or her normal retirement benefit will be reduced by 1/120th for each month of employment less than 120 months. If the participant’s separation from service actually occurs later than the normal retirement date, the participant’s normal retirement benefit will be increased by 0.8% for each month of employment with Investors Bank after the normal retirement date. Upon separation from service on or after attaining age 55, but prior to the normal retirement date, the participant’s accrued benefit payable as an early retirement benefit will be equal to the normal retirement benefit, reduced by 2% for each year prior to age 65; however, if the participant separates from service on or after attaining age 55 with 25 years of vesting service, his or her accrued benefit will not be reduced. A participant can elect for the early retirement benefit to commence either: (i) within 30 days; or (ii) on the normal retirement date. In the event of a participant’s separation from service coincident with or within two years following a change in control, the participant will be entitled to a lump sum payment equal to the actuarial equivalent of the normal retirement benefit or early retirement benefit if the participant has not attained age 65. For these purposes, a participant with less than 120 months of employment will be entitled to a benefit calculated as if the participant had 120 months of employment, and a participant who has not yet attained age 55 will be deemed to have attained age 55. Notwithstanding the foregoing, in the event the participant is a “specified employee” as defined 28 P R O X Y S T A T E M E N T under Section 409A of the Internal Revenue Code, no benefit will be payable under the plan during the first six months following the participant’s separation from service (except in the event of death or disability). If a participant dies while in active service, a survivor benefit, calculated as if the participant had lived until his normal retirement date, will be payable to the participant’s beneficiary. Upon termination of employment due to disability, the participant will be entitled to a disability retirement benefit payable at age 65. At December 31, 2013, Messrs. Cummings, Cama, Kalamaras and Spengler were participants in the Wage Replacement Plan. Perquisites. The Compensation and Benefits Committee believes that perquisites should be provided on a limited basis, and only to the most senior level of executive officers. As of December 31, 2013, the following perquisites were available for Messrs. Cummings, Cama, Spengler and Kalamaras: (i) club membership; (ii) automobile allowance; (iii) long term care insurance and (iv) an annual medical examination; and for Mr. Splaine: (i) long term care insurance and (ii) an annual medical examination. Elements of Post-Termination Benefits Employment Agreements. Investors Bancorp entered into employment agreements with each of Messrs. Cummings, Cama, Spengler and Kalamaras. The employment agreements for Messrs. Cummings, Cama, and Spengler were originally entered into on October 11, 2005 and the employment agreement for Mr. Kalamaras was originally entered into on August 18, 2008. Since their date of execution, no change has been made to the employment agreements (including to the amount and the manner in which the severance benefits are payable thereunder), except that the employment agreements for Messrs. Cumming and Cama were each amended and restated on August 18, 2008 solely to conform to the requirements of Section 409A of the Internal Revenue Code and the employment agreements for Messrs. Spengler and Kalamaras were each amended and restated on March 29, 2010 solely to change the length of the executive’s employment term. Each of these agreements has an initial term of three years. Unless notice of non-renewal is provided, the agreements renew annually. The executive’s employment may be terminated for just cause at any time, in which event the executive would have no right to receive compensation or other benefits for any period after termination. Each executive is entitled to a severance payment and benefits in the event of his termination of employment under specified circumstances. In the event the executive’s employment is terminated for reasons other than for just cause, disability or retirement, provided that such termination of employment constitutes a “separation from service” under Internal Revenue Code Section 409A, or in the event the executive resigns during the term of the agreement following: (i) the failure to elect or reelect or to appoint or reappoint the executive to his executive position; (ii) a material change in the executive’s functions, duties, or responsibilities, which change would cause the executive’s position to become one of lesser responsibility, importance or scope; (iii) the liquidation or dissolution of Investors Bancorp or Investors Bank, other than a liquidation or dissolution caused by a reorganization that does not affect the status of the executive; (iv) a change in control of Investors Bancorp; or (v) a material breach of the employment agreement by Investors Bancorp or Investors Bank (the conversion does not constitute a change in control for purposes of the agreements), the executive would be entitled to a severance payment equal to three times the sum of his base salary and the highest amount of cash incentive compensation awarded to him during the prior three years, payable in a lump sum. In addition, the executive would be entitled to, at Investors Bancorp’s sole expense, the continuation of nontaxable life and medical, dental and disability coverage for 36 months after termination of employment. The executive would also receive a lump sum payment of the excess, if any, of the present value of the benefits he would be entitled to under the Defined Benefit Plan if he had continued working for Investors Bancorp for 36 months over the present value of the benefits to which he is actually entitled as of the date of termination. The executives would be entitled to no additional benefits under the employment agreement upon retirement at age 65. Should the executive become disabled, Investors Bancorp would continue to pay the executive his base salary for the longer of the remaining term of the agreement or one year, provided that any amount paid to the 29 T N E M E T A T S Y X O R P executive pursuant to any employer-provided disability insurance would reduce the compensation he would receive. In the event the executive dies while employed by Investors Bancorp, the executive’s estate will be paid the executive’s base salary for one year and the executive’s family will be entitled to continuation of medical and dental benefits for one year after the executive’s death. The employment agreement terminates upon retirement (as defined therein), and the executive would only be entitled to benefits under any retirement plan of Investors Bancorp and other plans to which the executive is a party. The employment agreements for Messrs. Cummings and Cama also provide for indemnification against any excise taxes which may be owed by the executive for any payments made in connection with a change in control that would constitute “excess parachute payments” under Section 280G of the Internal Revenue Code. The indemnification payment would be the amount necessary to ensure that the amount of such payments and the value of such benefits received by the executive equal the amount of such payments and the value of such benefits the executive would have received in the absence of an excise tax attributable to Sections 280G and 4999 of the Internal Revenue Code, including any federal, state and local taxes on Investors Bancorp’s payment to the executive attributable to such tax. The employment agreements for Messrs. Kalamaras and Spengler provide that their change in control benefits will be reduced to the extent necessary to avoid penalties under Section 280G of the Internal Revenue Code. Upon any termination of the executive’s employment, other than a termination (whether voluntary or involuntary) following a change in control as a result of which Investors Bancorp has paid the executive severance benefits, the executive is prohibited from competing with Investors Bank and/or Investors Bancorp for one year following such termination within 25 miles of any existing branch of Investors Bank or any subsidiary of Investors Bancorp or within 25 miles of any office for which Investors Bank, Investors Bancorp or a bank subsidiary of Investors Bancorp has filed an application for regulatory approval to establish an office, determined as of the effective date of such termination, except as agreed to pursuant to a resolution duly adopted by the board of directors. The executive is also subject to confidentiality provisions during and after the term of the employment agreement. Investors Bancorp has also entered into an employment agreement with Mr. Splaine. Mr. Splaine’s employment agreement was originally entered into on November 15, 2005. Since that time, no change has been made to the employment agreement (including to the amount and the manner in which the severance benefits are payable thereunder), except that the employment agreement was amended and restated on August 21, 2007 solely to conform to the requirements of Section 409A of the Internal Revenue Code. The employment agreement has a the agreement renews annually. Mr. Splaine’s is provided, two-year term. Unless notice of non-renewal employment may be terminated for just cause at any time, in which event he would have no right to receive compensation or other benefits for any period after termination. In the event Mr. Splaine’s employment is terminated (for reasons other than for just cause, disability or retirement) or in the event he resigns during the term of the agreement for any of the same reasons as specified under the three-year employment agreements referenced above, Mr. Splaine would be entitled to a severance payment equal to 1.5 times his highest rate of base salary and the highest amount of cash incentive compensation awarded to him during the prior two years, payable in a lump sum. In addition, Mr. Splaine would be entitled, at Investors Bancorp’s sole expense, to the continuation of life, nontaxable medical, dental and disability coverage for 18 months after termination of employment. Mr. Splaine would also receive a lump sum payment of the excess, if any, of the present value of the benefits he would be entitled to under the Defined Benefit Plan if he had continued working for Investors Bancorp for 18 months over the present value of the benefits to which he is actually entitled as of the date of termination. Mr. Splaine’s employment agreement provides that his change in control benefits will be reduced to the extent necessary to avoid penalties under 280G of the Internal Revenue Code. Mr. Splaine would be entitled to no additional benefits under the employment agreement upon retirement at age 65. Should Mr. Splaine become disabled, Investors Bancorp would continue to pay him his base salary for the longer of the remaining term of the agreement or one year, provided that any amount paid to him pursuant to any employer-provided disability insurance would reduce the compensation he would receive. In the event 30 P R O X Y S T A T E M E N T Mr. Splaine dies while employed by Investors Bancorp, his estate will be paid his base salary for one year and Mr. Splaine’s family will be entitled to continuation of medical and dental benefits for one year after the executive’s death. Change-in-Control Agreements. Investors Bancorp entered into change-in-control agreements with certain officers at the level of vice president or higher that are not parties to an employment agreement, which would provide certain benefits in the event of a termination of employment following a change in control of Investors Bancorp or Investors Bank. Each of the change-in-control agreements provides for a term of two years. Commencing on each anniversary date of the effective date of the change-in-control agreements, the agreements renew for an additional year so that the remaining term will be two years, subject to termination by the Board of Directors or notice of non-renewal. The change-in-control agreements enable Investors Bancorp to offer to designated officers certain protections against termination without just cause in the event of a change in control (as defined in the agreements). Following a change in control of Investors Bancorp or Investors Bank, the officer is entitled under the agreement to a payment if the officer’s employment is terminated during the term of such agreement, other than for just cause, or if the officer voluntarily terminates employment during the term of such agreement as a result of a demotion, loss of title, office or significant authority (in each case, other than as a result of the fact that either Investors Bank or Investors Bancorp is merged into another entity in connection with a change in control and will not operate as a stand-alone, independent entity), reduction in his or her annual compensation or benefits, or relocation of his or her principal place of employment by more than 30 miles from its location immediately prior to the change in control. In the event an officer who is a party to a change-in-control agreement is entitled to receive payments pursuant to the change-in-control agreement, he will receive a cash payment equal to 1.5 times the sum of (i) his or her highest rate of base salary and, (ii) the highest amount of cash incentive compensation awarded to the officer during the prior three years, payable in a lump sum. In addition to the cash payment, each covered officer is entitled to receive life and non-taxable medical and dental coverage for a period of 18 months from the date of termination. Notwithstanding any provision to the contrary in the change-in-control agreement, payments are limited so that they will not constitute an excess parachute payment under Section 280G of the Internal Revenue Code. Other Matters Stock Ownership Requirements. The board of directors adopted stock ownership guidelines for our named executive officers that require the following minimum investment in Investors Bancorp common stock: Chief Executive Officer: Other named executive officers: A number of shares having a market value equal to 5x annual base salary A number of shares having a market value equal to 3x annual base salary Equity Retention Policy. In 2013, the board of directors adopted the Equity Retention Policy, which is independent of the stock ownership guidelines described above. This policy applies to all executive officers of Investors Bancorp and all members of the board of directors. Under the policy, each executive officer is required to retain direct ownership of at least 50% of his or her “covered shares,” net of taxes and transaction costs, until three months following the date of the executive officer’s termination of employment. Each director is required to retain direct ownership of at least 50% of his or her “covered shares,” net of taxes and transaction costs, until termination of service from the board of directors. A “covered share” means any share acquired by an executive officer or director pursuant to an award granted after July 23, 2013 under any equity compensation plan or other written compensatory arrangement. Anti-Hedging Policy. The board of directors adopted an anti-hedging policy, which prohibits directors and executive officers, including the named executive officers, from engaging in or effecting any transaction 31 T N E M E T A T S Y X O R P designed to hedge or offset the economic risk of owning shares of Investors Bancorp common stock. Accordingly, any hedging, derivative or other equivalent transaction that is specifically designed to reduce or limit the extent to which declines in the trading price of Investors Bancorp common stock would affect the value of shares of Investors Bancorp common stock owned by an executive officer or director is prohibited. Cashless exercises of stock options are not deemed short sales and are permitted. This policy does not prohibit transactions involving the stock of other unrelated companies. Clawback Policy. In accordance with a clawback policy adopted by the board of directors, as a condition to receiving incentive compensation, named executive officers agree to return bonus and other incentive compensation paid by Investors Bancorp (including cancellation of outstanding equity awards and reimbursement of any gains realized on such awards) if: (i) the payments or awards were based on reported financial statement or financial information or (any performance metrics or criteria that were based on such financial statements or information); (ii) there is an accounting restatement of financial statements due to material noncompliance with financial reporting requirements under the federal securities laws; and (iii) the amount of the bonus or incentive compensation, as calculated under the restated financial results, is less than the amount actually paid or awarded under the original financial results. Tax Deductibility of Executive Compensation. Under Section 162(m) of the Internal Revenue Code, companies are subject to limits on the deductibility of executive compensation. Deductible compensation is limited to $1 million per year for each named executive officer listed in the summary compensation table, except for the principal financial officer. Compensation that is “performance-based” under the Internal Revenue Code’s definition is exempt from this limit. Stock option grants are intended to qualify as performance-based compensation. The Compensation and Benefits Committee currently does not have a formal policy with respect to the payment of compensation in excess of the deduction limit. The Compensation and Benefits Committee’s practice is to structure compensation programs offered to the named executive officers with a view to maximizing the tax deductibility of amounts paid. However, in structuring compensation programs and making compensation including Investors decisions, Bancorp’s tax position, the materiality of the payment and tax deductions involved and the need for flexibility to address unforeseen circumstances and Investors Bancorp’s incentive and retention requirement its management personnel. After considering these factors, the Compensation and Benefits Committee may decide to authorize payments, all or part of which would be nondeductible for federal tax purposes. the Compensation and Benefits Committee considers a variety of factors, for Tax and Accounting Implications. In consultation with our tax advisors, we evaluate the tax and accounting treatment of our compensation program at the time of adoption and on an annual basis to ensure that we understand the financial impact of the program. Our analysis includes a detailed review of recently adopted and pending changes in tax and accounting requirements. As part of our review, we consider modifications and/or alternatives to existing programs to take advantage of favorable changes in the tax or accounting environment or to avoid adverse consequences. 32 P R O X Y S T A T E M E N T COMPENSATION AND BENEFITS COMMITTEE REPORT Pursuant to rules and regulations of the Securities and Exchange Commission, this Compensation and Benefits Committee Report shall not be deemed incorporated by reference to any general statement incorporating by reference this Proxy Statement into any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except to the extent that Investors Bancorp specifically incorporates this information by reference, and otherwise shall not be deemed “soliciting material” or to be “filed” with the Securities and Exchange Commission subject to Regulation 14A or 14C of the Securities and Exchange Commission or subject to the liabilities of Section 18 of the Securities Exchange Act of 1934, as amended. The Compensation and Benefits Committee (the Committee) of the Company has reviewed and discussed the Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K with management and, based on such review and discussions, the Compensation and Benefits Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this Proxy Statement and our Annual Report on Form 10-K. The Committee understands its fiduciary responsibility to shareholders. The Committee has worked very hard with the help of management and our compensation consultant to implement a performance driven compensation program. We operate in a very competitive banking market. To ensure fairness and competitiveness, the Committee collects and analyzes an extensive amount of information about executive compensation values and practices in our marketplace. In our region, obtaining and retaining talented people is a serious challenge. The worldwide financial services industry has a large footprint in the New York and New Jersey area and consequently many opportunities exist for employment. It is important to make the Company attractive to this important talent pool. The Committee is proud of our Executive Officer Annual Incentive Plan. Each year a participant is assigned personal goals and a share of the overall corporate goals. Each participant is advised of the cash incentive opportunity for meeting his/her goals. We believe that the Plan has had a positive effect on employee performance and has stimulated and energized employees to contribute to the overall success of the Company. The Committee is delighted to see the energy and effort our employees bring to achieving their goals. Careful selection of goals in a way that aligns the employees’ performance with advancing the overall strategic objectives of the Company moves the entire Company along its carefully designed strategic path. The Committee has also utilized equity grants to drive long term performance and to align employees’ financial interests with those of our shareholders. Recent grants have been made with a seven year vesting requirement, which is much longer than the vesting requirements of our peers, but vesting partially accelerates upon achievement of certain corporate financial and business benchmarks, however there were no equity grants to named executive officers during 2013. The Company also sponsors an employee stock ownership plan (ESOP), through which all eligible employees are eligible to receive Company stock. By ensuring that all employees are shareholders, the Committee believes that the entire workforce has a personal financial stake in the success of the Company. T N E M E T A T S Y X O R P 33 Even without formal regulatory requirements, the Company has voluntarily adopted a clawback policy, in order to recapture inappropriate incentive compensation payments, should that ever occur. At the same time, the Committee recognizes the need to discourage the taking of undue risk to achieve short term goals. We have built into our overall compensation philosophy elements that encourage longer term thinking and in particular, the preservation of asset quality. It is the Committee’s belief that our compensation program spends Company funds in a way that effectively drives superior employee performance and the success of the Company. Compensation and Benefits Committee of Investors Bancorp, Inc. Brian D. Dittenhafer, Chair Robert C. Albanese, Member Dennis M. Bone, Member Doreen R. Byrnes, Member Brendan J. Dugan, Member James H. Ward, III, Member P R O X Y S T A T E M E N T 34 Executive Compensation The following table sets forth for the calendar years ended December 31, 2013, 2012 and 2011 certain information as to the total remuneration paid to named executive officers with respect to the applicable year. SUMMARY COMPENSATION TABLE Year Salary ($) Bonus ($) Stock Awards ($) (1) Option Awards ($) Non-Equity Incentive Plan Compensation ($) (2) Change in Pension Value and Nonqualified Deferred Compensation Earnings ($) (3) All Other Compensation ($) (4) 2013 2012 2011 2013 2012 2011 935,000 935,000 850,100 621,000 621,000 575,100 467,500 467,500 — — 2,199,000 1,981,500 275,000 248,000 — — 1,466,000 1,321,000 2013 2012 2011 400,000 400,000 375,100 125,000 120,000 — — 659,700 660,500 2013 2012 2011 375,000 375,000 325,100 125,000 112,500 — — 806,300 528,400 2013 2012 2011 325,000 312,000 300,100 80,000 60,000 — — 146,600 330,250 — — — — — — — — — — — — — — — 1,402,500 935,000 850,100 745,200 496,800 460,080 1,650,000 2,346,000 1,334,000 742,000 1,289,000 857,000 297,559 170,696 123,623 190,261 110,388 85,115 Total ($) 4,752,559 7,053,196 5,139,323 2,573,461 4,231,188 3,298,295 358,200 240,000 225,060 333,450 225,000 195,060 199,875 156,000 150,050 88,000 479,000 412,000 293,000 600,000 56,000 19,000 85,000 69,000 120,314 72,539 62,380 1,091,514 1,971,239 1,735,040 106,012 64,767 50,503 1,232,462 2,183,567 1,155,063 88,722 57,118 54,932 712,597 816,718 904,332 Name and Principal Position Kevin Cummings, President and Chief Executive Officer Domenick A. Cama, Senior Executive Vice President and Chief Operating Officer Richard Spengler, Executive Vice President and Chief Lending Officer Paul Kalamaras, Executive Vice President and Chief Retail Banking Officer Thomas F. Splaine, Jr., Senior Vice President and Chief Financial Officer (1) The amounts in this column reflect the aggregate grant date fair value computed in accordance with FASB ASC 718, of restricted stock awards pursuant to the 2006 Equity Incentive Plan. No forfeiture occurred during the reported years. Assumptions used in the calculation of these amounts are included in footnote 11 to Investors Bancorp’s audited financial statements for the calendar year ended December 31, 2013 included in Investors Bancorp’s Annual Report on Form 10-K. (2) The amounts were earned pursuant to the Executive Officer Annual Incentive Plan. (3) The amounts in this column reflect the aggregate change in the actuarial present value of the named executive officer’s accumulated benefit under all defined benefit and actuarial pension plans (including supplemental plans) from the measurement date in the immediately preceding calendar year to the measurement date in such calendar year, determined using the interest rate and mortality rate assumptions consistent with those used in Investors Bancorp’s financial statements. The amount reported may include amounts in which the named executive officer is not yet vested. Earnings under the Supplemental ESOP and Retirement Plan attributable to the Supplemental ESOP Benefit are not included in this amount because the earnings were not “above-market,” as defined by the SEC. (4) The amounts in this column represent all other compensation not properly reported in prior columns in this table, including perquisites, the aggregate value of which exceeds $10,000, and employer contributions to defined contribution plans. See the “All Other Compensation” and “Perquisites” tables below for a breakdown of these amounts for the year ended December 31, 2013. 35 T N E M E T A T S Y X O R P ALL OTHER COMPENSATION Perquisites and Other Personal Benefits ($) (1) Dividends on Unvested Stock Awards ($) Company Contribution for Medical and Insurance Benefits ($) Company Contributions to ESOP and 401(k) Plan and Supplemental ESOP ($) Calendar or Fiscal Year 2013 2012 2011 2013 2012 2011 2013 2012 2011 2013 2012 2011 2013 2012 2011 24,090 32,938 25,183 15,122 15,856 15,250 12,724 8,847 11,239 19,994 18,662 14,569 12,301 6,186 10,605 62,322 18,393 — 43,572 12,857 — 22,750 6,714 — 20,607 6,671 — 9,536 2,821 — 25,454 14,725 14,064 18,415 14,725 14,064 17,563 14,725 14,064 3,043 2,778 3,101 17,500 14,638 13,908 185,693 104,640 84,376 113,152 66,950 55,801 67,277 42,253 37,077 62,368 36,656 32,833 49,385 33,473 30,419 Total ($) 297,559 170,696 123,623 190,261 110,388 85,115 120,314 72,539 62,380 106,012 64,767 50,503 88,722 57,118 54,932 Name Kevin Cummings Domenick A. Cama Richard S. Spengler Paul Kalamaras Thomas F. Splaine, Jr. (1) A detailed description of the perquisites included in this column is set forth in the table below. P R O X Y S T A T E M E N T 36 PERQUISITES Calendar or Fiscal Year Automobile Allowance ($) Long Term Care ($) Club Dues ($) 2013 2012 2011 2013 2012 2011 2013 2012 2011 2013 2012 2011 2013 2012 2011 15,272 11,617 7,247 4,599 5,365 2,541 7,484 3,782 6,425 6,745 5,111 4,294 — — — 8,107 8,107 8,106 9,899 9,898 9,898 4,351 3,945 3,130 12,262 12,262 9,196 12,301 6,186 10,605 711 587 930 624 593 536 889 1,120 1,684 987 1,289 1,079 — — — Executive Health Exam ($) — 12,627 8,900 — — 2,275 — — — — — — — — — Total Perquisites and Other Personal Benefits ($) 24,090 32,938 25,183 15,122 15,856 15,250 12,724 8,847 11,239 19,994 18,662 14,569 12,301 6,186 10,605 Name Kevin Cummings Domenick A. Cama Richard S. Spengler Paul Kalamaras Thomas F. Splaine, Jr. T N E M E T A T S Y X O R P 37 Plan-Based Awards. The following table sets forth certain information as to grants during calendar 2013 of plan-based awards to the named executive officers under the Executive Officer Annual Incentive Plan. GRANTS OF PLAN-BASED AWARDS TABLE FOR 2013 Estimated Payouts Under Non-Equity Incentive Plan Awards Name Grant Date Threshold ($) Target ($) Maximum ($) Kevin Cummings 2/25/2013 701,250 1,051,875 1,402,500 Domenick A. Cama 2/25/2013 372,600 558,900 745,200 Richard S. Spengler 2/25/2013 180,000 272,000 360,000 Paul Kalamaras 2/25/2013 168,750 255,000 337,500 Thomas F. Splaine, Jr. 2/25/2013 121,875 182,000 243,750 All Other Stock Awards Number of Shares or Units (#) All Other Option Awards Number of Securities Underlying Options (#) Exercise or Base Price of Option Awards ($/Sh) Grant Date Fair Value of Stock and Option Awards ($) — — — — — — — — — — — — — — — — — — — — For a narrative description of the material factors necessary to an understanding of the information disclosed in the Summary Compensation Table and in the Grants of Plan-Based Awards Table for 2013, please see “Compensation Discussion and Analysis” above. P R O X Y S T A T E M E N T 38 Outstanding Equity Awards at Year End. The following table sets forth information with respect to outstanding equity awards as of December 31, 2013 for the named executive officers. OUTSTANDING EQUITY AWARDS AT DECEMBER 31, 2013 Option Awards Stock Awards Name Kevin Cummings Domenick A. Cama Richard S. Spengler Paul Kalamaras Thomas F. Splaine, Jr. Number of Securities Underlying Unexercised Options (#) Exercisable Number of Securities Underlying Unexercised Options (#) Unexercisable Option Exercise Price ($) Option Expiration Date (1) Grant Date 11/20/06 02/23/10 01/25/11 01/23/12 11/20/06 02/23/10 01/25/11 01/23/12 11/20/06 02/23/10 01/25/11 01/23/12 11/18/08 02/23/10 01/25/11 01/23/12 11/20/06 02/23/10 01/25/11 01/23/12 450,000 — — — 400,000 — — — 200,000 — — — 140,000 — — — 175,000 — — — — — — — — — — — — — — — — — — — — — — — 15.25 — — — 15.25 — — — 15.25 — — — 13.69 — — — 15.25 — — — 11/20/16 — — — 11/20/16 — — — 11/20/16 — — — 11/18/18 — — — 11/20/16 — — — Number of Shares or Units of Stock That Have Not Vested (#) (2) — 71,429 107,144 128,572 — 57,143 71,430 85,715 — 37,143 35,715 38,572 — 25,715 28,572 47,143 — 20,000 17,858 8,572 Market Value of Shares or Units of Stock That Have Not Vested ($) (3) — 1,827,154 2,740,774 3,288,872 — 1,461,718 1,827,179 2,192,590 — 950,118 913,590 986,672 — 657,790 730,872 1,205,918 — 511,600 456,808 219,272 (1) Stock options expire if unexercised 10 years after the grant date. (2) Stock awards generally vest over a seven-year period commencing on the first anniversary of the date granted, however, if certain performance goals are achieved the vesting will be accelerated by two years commencing in the year in which the performance goal is achieved. (3) This amount is based on the fair market value of Investors Bancorp common stock on December 31, 2013 of $25.58. Option Exercises and Stock Vested. The following table provides information concerning stock option exercises and the vesting of stock awards for each named executive officer during 2013. No stock options were exercised by named executive officers during the year ended December 31, 2013. T N E M E T A T S Y X O R P OPTION EXERCISES AND STOCK VESTED AT DECEMBER 31, 2013 Option Awards Stock Awards Name Kevin Cummings Domenick A. Cama Richard S. Spengler Paul Kalamaras Thomas F. Splaine, Jr. Number of Shares Acquired on Exercise ($) — — — — — Value Realized on Exercise ($) — — — — — Number of Shares Acquired on Vesting (#) 60,713 42,856 22,857 19,999 9,999 Value Realized on Vesting ($) (1) 1,088,584 768,551 409,990 358,789 179,296 (1) The value realized on vesting represents the market value of Investors Bancorp common stock on the day the stock vested. 39 Pension Benefits. The table below shows the present value of accumulated benefits payable to each of the named executive officers, including the number of years of service credited to each such named executive officer, under our pension plans determined using interest rate and mortality rate assumptions consistent with those used in Investors Bancorp’s financial statements. For a narrative description of each applicable plan, please see “Compensation Discussion and Analysis” above. PENSION BENEFITS AT OR FOR THE YEAR ENDED DECEMBER 31, 2013 Name Plan Name Kevin Cummings Defined Benefit Plan Supplemental ESOP and Retirement Plan and Wage Replacement Plan Domenick A. Cama Defined Benefit Plan Supplemental ESOP and Retirement Plan and Wage Replacement Plan Richard S. Spengler Defined Benefit Plan Supplemental ESOP and Retirement Plan and Wage Replacement Plan Paul Kalamaras Defined Benefit Plan Supplemental ESOP and Retirement Plan and Wage Replacement Plan Thomas F. Splaine, Jr. Defined Benefit Plan Supplemental ESOP and Retirement Plan Number of Years Credited Service ($) (1) Present Value of Accumulated Benefit ($) (2) Payment During Last Year ($) 9.5 9.5 23.0 23.0 30.0 30.0 4.3 4.3 8.0 8.0 333,000 6,563,000 691,000 3,422,000 583,000 956,000 101,000 831,000 132,000 100,000 — — — — — — — — — — (1) The number of years of credited service represents all years of service, including years following the change in benefit formula for the Investors Bank Pension Plan on January 1, 2006. For Messrs. Cama and Spengler, credited service years include qualified years served at other financial institutions that participated in the Defined Benefit Plan, formerly known as the Financial Institutions Retirement Fund. (2) The figures shown are determined as of the plan’s measurement date of December 31, 2013 for purposes of Investors Bancorp’s audited financial statements. For discount rate and other assumptions used for this purpose, please refer to footnote 11 in the audited financial statements included in the Annual Report on Form 10-K for the year ended December 31, 2013. Nonqualified Deferred Compensation. The following table sets forth information with respect to the nonqualified deferred compensation plans at and for the year ended December 31, 2013 for the named executive officers. For a narrative description of the Supplemental ESOP and Retirement Plan, please see “Compensation Discussion and Analysis” above. P R O X Y S T A T E M E N T 40 NONQUALIFIED DEFERRED COMPENSATION AT OR FOR THE YEAR ENDED DECEMBER 31, 2013 Name Kevin Cummings Domenick A. Cama Richard S. Spengler Paul Kalamaras Thomas F. Splaine, Jr. Plan Name Supplemental ESOP and Retirement Plan Supplemental ESOP and Retirement Plan Supplemental ESOP and Retirement Plan Supplemental ESOP and Retirement Plan Supplemental ESOP and Retirement Plan Executive Contributions in Last Year ($) Registrant Contributions in Last Year ($) (1) Aggregate Earnings (Loss) in Last Year ($) (2) Aggregate Withdrawals / Distributions ($) — — — — — 155,174 272,858 82,632 129,324 36,758 40,315 31,849 19,925 19,241 15,866 — — — — — Aggregate Balance at Last Year- End ($) (3) 1,050,009 506,748 168,969 97,194 71,274 (1) The value of the non-qualified Supplemental ESOP contribution made in calendar 2013 is based on the fair market value of Investors Bancorp common stock on December 31, 2013 of $25.58. These contributions are included in the Summary Compensation Table. (2) The aggregate earnings (loss) for the Supplemental ESOP and Retirement Plan reflect the change in value of phantom shares issued prior to calendar 2013, based on the fair market value of Investors Bancorp common stock in December 31, 2013 of $25.58. This amount is not included in the Summary Compensation Table because the rate of earnings was not “above-market,” as defined by the SEC. (3) The aggregate balances reported for the Supplemental ESOP Plan are based on the market value of Investors Bancorp common stock on December 31, 2013 of $25.58. For Messrs. Cummings, Cama, Spengler, Kalamaras and Splaine, $700,710, $337,609, $113,336, $71,431 and $49,590, respectively, of their total aggregate balance was previously reported as compensation to them in our Summary Compensation Tables for previous years. Potential Payments Upon Termination or Change in Control. At December 31, 2013, Investors Bancorp had three-year employment agreements with Messrs. Cummings, Cama, Spengler and Kalamaras, and a two-year employment agreement with Mr. Splaine. A narrative description of the material terms of the agreements is set forth in “Compensation Discussion and Analysis.” The table below reflects the amount of compensation payable to each named executive officer pursuant to his employment agreement in the event of termination of his employment. No payments are required under the employment agreements due to the named executive officers’ voluntary termination prior to a change in control. The amount of compensation payable to each named executive officer upon: (i) involuntary termination (other than for cause); (ii) termination following a change of control; and (iii) in the event of disability is shown below. The amounts shown assume that such termination was effective as of December 31, 2013, and thus includes amounts earned through such time and are estimates of the amounts that would be paid to the named executive officer upon termination. Messrs. Cummings and Cama are entitled to tax indemnification payments for any excess parachute payments under Section 280G of the Internal Revenue Code. The change in control benefits payable to Messrs. Spengler, Kalamaras and Splaine under their employment agreements would be reduced to the extent necessary to avoid triggering excess parachute payments under Section 280G of the Internal Revenue Code. The amounts shown relating to unvested options and stock awards are based on the fair market value of Investors Bancorp common stock on December 31, 2013 of $25.58. The actual amounts to be paid out can only be determined at the time of such executive’s date of termination with Investors Bancorp. The following table does not include amounts payable upon termination of employment under the Supplemental ESOP and Retirement Plan and the Wage Replacement Plan because the present value of the accumulated benefits under each of those plans is set forth in the tables above. T N E M E T A T S Y X O R P 41 POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL AS OF DECEMBER 31, 2013 Mr. Cummings Mr. Cama Mr. Spengler Mr. Kalamaras Mr. Splaine Retirement (1) Retiree Health/Life Insurance Stock Option Vesting Restricted Stock Vesting Early Retirement (1) Retiree Health/Life Insurance Stock Option Vesting Restricted Stock Vesting Disability Salary Continuation (2) Stock Option Vesting Restricted Stock Vesting Other benefits (3) Death Salary Continuation (5) Stock Option Vesting Restricted Stock Vesting Other benefits (3) Discharge w/o Cause or Resignation w/ Good Reason - no Change in Control Stock Option Vesting Restricted Stock Vesting Salary and Cash Incentive (6) Other benefits (3) Excess Pension Benefit (4)(6) Discharge w/o Cause or Resignation w/ Good Reason - Change in Control-related Stock Option Vesting Restricted Stock Vesting Salary and Cash Incentive (6) Other benefits (3) Excess Pension Benefit (4)(6) Tax Indemnification Payment (7) — — — — — — 2,189,530 — 7,856,769 18,926 935,000 — 7,856,769 28,499 — — 7,012,500 113,818 2,893,029 — 7,856,769 7,012,500 113,818 2,893,029 7,669,808 — — — — — — 1,327,530 — 5,481,487 19,822 621,000 — 5,481,487 28,499 — — 4,098,600 118,929 1,481,134 — 5,481,487 4,098,600 118,929 1,481,134 4,947,848 — — — — — — 944,530 — 2,850,379 15,591 400,000 — 2,850,379 25,585 — — 2,274,600 98,244 639,648 — 2,850,379 2,274,600 98,244 639,648 — — — — — — — 869,530 — 2,594,579 6,826 375,000 — 2,594,579 144 — — 2,125,350 45,651 574,548 — 2,594,579 2,125,350 45,651 574,548 — — — — — — — 260,530 — 1,187,679 19,879 325,000 — 1,187,679 26,278 — — 787,313 61,986 47,676 — 1,187,679 787,313 61,986 47,676 — (1) As of December 31, 2013, none of the named executive officers were eligible for early retirement or retirement. (2) Upon disability, the named executive officer is entitled to base salary for the longer of the remaining term of his employment agreement or one year. Such benefit is reduced by the amount paid under our disability plan or policy, which is not reflected in this table. (3) Other benefits include amounts for benefits in effect prior to termination; life, medical, dental, disability and long term care, and is calculated based on the terms specified in the employment agreements. (4) Each employment agreement provides that Investors Bancorp will pay the excess, if any of: (i) the present value of benefits to which the named executive officer would be entitled to under the defined benefit plans if he had continued working for Investors Bancorp for 36 months in the case if Messrs. Cummings, Cama, Spengler and Kalamaras and 18 months for Mr. Splaine, and (ii) the present value of the benefits to which he is actually entitled. (5) This amount is payable according to normal payroll practices for one year following the named executive officer’s date of death. (6) This amount is paid in a lump sum following the named executive officer’s date of termination. (7) This amount is generally payable in a lump sum to the named executive officer following the date of termination, but it may be timely paid directly to the applicable taxing authorities on behalf of the named executive officer. For Messrs. Spengler, Kalamaras and Splaine, their cash payment would be reduced by $2,574,309, $2,301,254 and $218,757, respectively, to avoid triggering an excess parachute payment under Section 280G of the Internal Revenue Code. P R O X Y S T A T E M E N T 42 Director Compensation Elements of Director Compensation Director Fees. Each of the individuals who serve as a director of Investors Bancorp also serves as a director of Investors Bank. The non-employee directors of Investors Bancorp and Investors Bank are compensated separately for service on each entity’s board. Each non-employee director of Investors Bancorp is paid a monthly retainer of $2,000 ($4,000 per month for the Chairman), and $1,500 for each committee meeting attended ($2,500 for the Audit Committee). The Chairman of the Audit Committee, Compensation and Benefits Committee, Nominating and Corporate Governance Committee and Risk Oversight Committee are each paid an annual retainer of $10,000. Each non-employee director of Investors Bank is paid a monthly retainer of $4,000 ($8,000 per month for the Chairman) and $2,100 for each Board meeting attended ($4,200 per meeting for the Chairman). Employee directors are not compensated for serving as directors. The board of directors establishes non-employee director compensation based on recommendations of the Compensation and Benefits Committee. Periodically, the Compensation and Benefits Committee engages the services of GK Partners and its external surveys to assist in the committee’s review of director compensation. The Compensation and Benefits Committee did not recommend any changes to the compensation payable to non- employee directors in 2013. Stock Option and Stock Award Program. Each director is eligible to participate in the 2006 Equity Incentive Plan as described above in “Compensation Discussion and Analysis.” The Compensation and Benefits Committee of the board of directors granted a total of 1,709,252 stock options (which includes 195,343 stock options that have expired) and 683,701 restricted stock awards to directors since the plan’s inception, which represents 100% of the awards reserved for issuance to non-employee directors. Mr. Albanese and Ms. Siekerka each have outstanding stock options that were granted under the Roma Financial Corporation 2008 Equity Incentive Plan. Please see the Directors’ Compensation Table for further details regarding each director’s outstanding stock option and unvested restricted stock awards under such plans. Director Benefits. For directors and their spouses or spousal equivalents as of 2007, Investors Bank sponsors a long-term care program. Directors become eligible to participate after one year of service either on the board of directors, through past employment or as counsel prior to becoming a director. Each individual policy is owned by the covered person. Investors Bank pays all premiums under the long term care program but will stop paying premiums in the event of the participant’s: (i) resignation from the board of directors prior to attaining normal retirement age (except for health reasons); (ii) relocation outside of the country; or (iii) death. Spousal coverage will be terminated upon: (i) a participant’s resignation prior to normal retirement age (except for health reasons); (ii) divorce from the participant; (iii) the participant no longer qualifying for coverage; (iv) the spouse’s permanent relocation outside of the country; or (v) death. Participants who cannot be insured through an insurance company under the long-term care program will be self-insured by Investors Bank. Amended and Restated Director Retirement Plan. Investors Bank maintains the Amended and Restated Director Retirement Plan. Effective November 21, 2006, the Amended and Restated Director Retirement Plan was frozen such that no new benefits accrued under, and no new directors were eligible to participate in, the plan. A director who was: (i) not an active employee of Investors Bank upon retirement from board service; (ii) has provided at least ten years of “cumulative service” (service on the board and, if applicable, as an employee or counsel); (iii) retired at age 65 or later or as a result of disability, was eligible to participate in the plan prior to November 21, 2006. Directors Cashill, Dittenhafer, Szabatin and Manahan are the only directors currently participating in the plan. An eligible director with at least 15 years of cumulative service will be entitled to an annual retirement benefit equal to the sum of 60% of the annual retainer and 13 times the regular board meeting fee in effect for the calendar year proceeding the director’s year of retirement. A director with at least 10 years of cumulative service but less than 15 years will be entitled to 40% of the sum of the annual retainer and 13 times the regular meeting fee in effect for the calendar year preceding the director’s year of retirement, plus a pro-rated percentage of 20% 43 T N E M E T A T S Y X O R P of the sum of the annual retainer and 13 times the regular board meeting fee in effect for the calendar year preceding the director’s year of retirement. The plan includes the annual retainer and board fees, if any, paid by Investors Bancorp in determining a director’s retirement benefit. In the event of a change in control, a director who has not yet attained ten years of service will be deemed to have ten years of service and attained age 65 in order to calculate his benefit under the plan. In the event a director dies prior to retirement, the director’s beneficiary will be entitled to benefit payments in the form of a joint and survivor benefit payable at 100% of the amount paid to the director. Retirement benefits may be paid, at the director’s election, either in monthly payments until the eligible director’s death, or as a joint and survivor form of benefit payable for the lifetime of the eligible director and, upon the eligible director’s death, at 50% of the benefit amount, to the director’s beneficiary, or a joint and survivor form of benefit payable for the lifetime of the director and, upon the director’s death, at 100% of the amount, to the director’s beneficiary during the beneficiary’s lifetime. In order to receive retirement benefits under the plan, the director must remain a director emeritus in good standing after retirement and must not engage in any business enterprise which competes with Investors Bank nor disclose any confidential information relative to the business of Investors Bank. Deferred Directors Fee Plans. Investors Bank maintains the Investors Bank Deferred Directors Fee Plan. Each non-employee member of the board of directors of Investors Bank is eligible to participate in the plan and has the right to elect to defer the receipt of all or any part of the director fees earned as a member of the board of directors of Investors Bank. Compensation deferred under the plan and interest (at a rate equal to one and one- half percent below the Wall Street Journal prime rate) thereon is payable upon the earlier of the participant’s death, disability or separation from service. Such deferred compensation will be payable in a lump sum, unless the participant has elected payment in monthly installments over a period of up to ten years. Investors Bancorp maintains the Investors Bancorp, Inc. Deferred Directors Fee Plan. Each non-employee member of the board of directors of Investors Bancorp is eligible to participate in the plan and has the right to elect to defer the receipt of all or any part of the director fees earned as a member of the board of directors of Investors Bancorp. Compensation deferred under the plan and interest (at a rate equal to one and one-half percent below the Wall Street Journal prime rate) thereon is payable upon the earlier of the participant’s death, disability or separation from service. Such deferred compensation will be payable in a lump sum, unless the participant has elected payment in monthly installments over a period of up to ten years. Split Dollar Life Insurance Agreements. Mr. Albanese, Mr. Bone and Ms. Siekerka are each parties to individual split dollar life insurance agreements with Roma Bank, which were assumed by Investors Bank on December 6, 2013 in connection with the merger between Investors Bancorp and Roma Financial Corporation. Investors Bank owns a life insurance policy on the life of Messrs. Albanese, Bone and Ms. Siekerka. Under the agreement, upon the death of the director, the proceeds of the policy are divided between the director’s beneficiary, who is entitled to $100,000 on the director’s death, and Investors Bank, which is entitled to the remainder of the death benefit. The director has the right to designate the beneficiary who will receive his or her share of the proceeds payable upon death. P R O X Y S T A T E M E N T 44 Summary of Directors’ Compensation. The following table sets forth for the year ended December 31, 2013 certain information as to total compensation paid to non-employee directors. DIRECTORS’ COMPENSATION TABLE Investors Bancorp Fees Earned or Paid in Cash ($) Investors Bank Fees Earned or Paid in Cash ($) Stock Awards ($) (1) Option Awards ($) (2) Change in Pension Value and Nonqualified Deferred Compensation Earnings ($) (3) 2,000 2,000 51,500 48,000 24,000 61,500 8,000 24,000 61,500 2,000 61,500 61,500 6,100 6,100 73,200 146,400 73,200 73,200 24,400 73,200 73,200 6,100 73,200 73,200 — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — All Other Compensation ($) (4) Total ($) — — 9,468 12,056 34,823 12,810 — — 8,100 8,100 134,168 206,456 132,023 147,510 32,400 97,200 10,267 144,967 — 8,100 14,139 148,839 — 134,700 Name Robert C. Albanese (5) Dennis M. Bone (5) Doreen R. Byrnes Robert M. Cashill William V. Cosgrove Brian D. Dittenhafer Brendan J. Dugan (5) James J. Garibaldi Vincent D. Manahan (6) Michele N. Siekerka (5) Stephen J. Szabatin (6) James H. Ward (1) No director had unvested stock awards at December 31, 2013. (2) Messrs. Cashill and Cosgrove and Ms. Byrnes had fully vested unexercised stock option awards of 350,000, 100,000 and 175,000, respectively, for stock option awards received as employees of Investors Bank at December 31, 2013. Messrs. Dittenhafer, Manahan, Szabatin had fully vested unexercised stock option awards of 205,178, 244,178 and 224,178, respectively, at December 31, 2013. Mr. Albanese and Ms. Siekerka, who have no outstanding awards under the 2006 Equity Incentive Plan, had unexercised stock option awards of 13,844 and 27,689, respectively, at December 31, 2013, which were granted under the Roma Financial Corporation 2008 Equity Incentive Plan. (3) For Messrs. Cashill, Dittenhafer, Manahan and Szabatin, the present value of their accumulated benefit under the Amended and Restated Director Retirement Plan decreased by $16,000, $70,000, $51,000 and $48,000, respectively. (4) This amount includes perquisites and other personal benefits, or property, if the aggregate amount for each director is at least $10,000. Specifically, this amount represents the premiums paid for long term care coverage for Messrs. Cashill, Dittenhafer, Manahan and Szabatin and Ms. Byrnes and their spouses or spousal equivalents. In addition, the amount includes automobile allowance and club dues for Mr. Cosgrove. (5) Mr. Dugan was appointed to the board of directors on August 27, 2013. Messrs. Albanese and Bone and Ms. Siekerka were appointed to the board of directors on December 6, 2013. (6) Messrs. Manahan and Szabatin retired from the board of directors on December 17, 2013. T N E M E T A T S Y X O R P Other Matters Director Stock Ownership Requirements. The Board believes its directors should have a financial investment in the Company to further align their interests with stockholders. Directors are expected to own at least 25,000 shares of common stock (excluding stock options). Stock holdings are expected to be achieved within five (5) years of either the implementation of the ownership guidelines or the starting date of the individual, whichever is later. 45 PROPOSAL II—ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION The Compensation Discussion and Analysis appearing earlier in this Proxy Statement describes the executive compensation program and the compensation decisions made by the Compensation and Benefits Committee with respect to the Chief Executive Officer and other officers named in the Summary Compensation Table (who are referred to as the “named executive officers”). At the 2011 Annual Meeting of Stockholders, the Board of Directors recommended, and the stockholders approved, a non-binding vote in favor of holding an annual advisory vote on executive compensation. As a result, the Board of Directors determined that the Company will hold an annual advisory vote to approve executive compensation. This proposal, commonly known as a “Say on Pay” proposal, gives you as a shareholder the opportunity to vote on our executive pay program. The Board of Directors is requesting shareholders to cast a non-binding advisory vote on the following resolution: “RESOLVED, that the stockholders of Investors Bancorp, Inc. (“Investors”) approve the compensation paid to Investors’ named executive officers, as disclosed in this Proxy Statement pursuant to the including the compensation disclosure rules of Compensation Discussion and Analysis, the compensation tables and narrative accompanying the tables.” the Securities and Exchange Commission, Our executive compensation program is based on a pay for performance philosophy that is designed to support our business strategy and align the interests of our executives with our stockholders. The Board of Directors believes that the link between compensation and the achievement of our long- and short-term business goals has helped our financial performance over time, while not encouraging excessive risk taking. For these reasons, the Board of Directors is requesting stockholders to support this proposal. While this advisory vote is non-binding, the Compensation and Benefits Committee and the Board of Directors value the views of the stockholders and will consider the outcome of this vote in future executive compensation decisions. THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” APPROVAL OF THE COMPENSATION PAID TO INVESTORS’ NAMED EXECUTIVE OFFICERS. P R O X Y S T A T E M E N T 46 PROPOSAL III—RATIFICATION OF THE APPOINTMENT OF THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Investors Bancorp’s independent registered public accounting firm for the year ended December 31, 2013 was KPMG LLP. The Audit Committee has re-appointed KPMG LLP to continue as the independent registered public accounting firm for Investors Bancorp for the year ending December 31, 2014, subject to the ratification by the stockholders at the Annual Meeting. Representatives of KPMG LLP are expected to attend the Annual Meeting. They will be given an opportunity to make a statement if they desire to do so and will be available to respond to appropriate questions. Stockholder ratification of the appointment of KPMG LLP is not required by Investors Bancorp’s Bylaws or otherwise. However, the Board of Directors is submitting the appointment of the independent registered public accounting firm to the stockholders for ratification as a matter of good corporate practice. If the stockholders fail to ratify the appointment of KPMG LLP, the Audit Committee will reconsider whether it should select another independent registered public accounting firm. Even if the selection is ratified, the Audit Committee in its discretion may direct the appointment of a different independent registered public accounting firm at any time during the year if it determines that such a change is in the best interests of Investors Bancorp and its stockholders. Audit Fees. The aggregate fees billed to Investors Bancorp for professional services rendered by KPMG LLP for the audit of the Investors Bancorp’s annual financial statements, review of the financial statements included in the Investors Bancorp’s Quarterly Reports on Form 10-Q and services that are normally provided by KPMG LLP in connection with statutory and regulatory filings and engagements were $890,000 and $830,000 during the years ended December 31, 2013 and 2012, respectively. Audit Related Fees. The aggregate fees billed to Investors Bancorp for assurance and related services rendered by KPMG LLP that are reasonably related to the performance of the audit of and review of the financial statements and that are not already reported in “Audit Fees,” above, were $98,000 and $108,500 during the years ended December 31, 2013 and 2012, respectively. These services included audits of employee benefit plans and compliance audits for a subsidiary of the Company. Tax Fees. The aggregate fees billed to Investors Bancorp for professional services rendered by KPMG LLP tax advice and tax planning were $130,340 and $103,900 during the years ended for tax compliance, December 31, 2013 and 2012, respectively. All Other Fees. There were no “Other Fees” during the years ended December 31, 2013 and 2012. The Audit Committee has considered whether the provision of non-audit services is compatible with maintaining the independence of KPMG LLP. The Audit Committee concluded that performing such services does not affect the independence of KPMG LLP in performing its function as Investors Bancorp’s independent registered public accounting firm. The Audit Committee has delegated to the Chair of the Audit Committee the authority to pre-approve audit and audit-related services between meetings of the Audit Committee, provided the Chair reports any such approvals to the full Audit Committee at its next meeting. The full Audit Committee pre-approves all other services to be performed by the independent registered public accounting firm and the related fees. THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE RATIFICATION OF KPMG LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM. T N E M E T A T S Y X O R P 47 OTHER MATTERS As of the date of this document, the Board of Directors knows of no matters that will be presented for consideration at the Annual Meeting other than as described in this document. However, if any other matter shall properly come before the Annual Meeting or any adjournment or postponement thereof and shall be voted upon, the proposed proxy will be deemed to confer authority to the individuals named as authorized therein to vote the shares represented by the proxy in accordance with their best judgment as to any matters that fall within the purposes set forth in the notice of Annual Meeting. STOCKHOLDER PROPOSALS To be eligible for inclusion in the proxy materials for next year’s annual meeting of stockholders, any stockholder proposal to take action at such meeting must be received at Investors Bancorp’s executive office, 101 JFK Parkway, Short Hills, New Jersey 07078, no later than December 4, 2014. Any such proposals shall be subject to the requirements of the proxy rules adopted under the Securities Exchange Act of 1934, as amended. ADVANCE NOTICE OF BUSINESS TO BE CONDUCTED AT AN ANNUAL MEETING The Bylaws of Investors Bancorp also provide an advance notice procedure for certain business, or nominations to the Board of Directors, to be brought before an annual meeting of stockholders. In order for a stockholder to properly bring business before an annual meeting, the stockholder must give written notice to the Corporate Secretary of Investors Bancorp not less than 90 days prior to the date of Investors Bancorp’s proxy materials for the preceding year’s annual meeting; provided, however, that if the date of the annual meeting is advanced more than 30 days prior to or delayed by more than 30 days after the anniversary of the preceding year’s annual meeting, notice by the stockholder to be timely must be so delivered not later than the close of business on the tenth day following the day on which public announcement of the date of such annual meeting is first made. The notice must include the stockholder’s name, record address, and number of shares owned, describe briefly the proposed business, the reasons for bringing the business before the annual meeting, and any material interest of the stockholder in the proposed business. Nothing in this paragraph shall be deemed to require Investors Bancorp to include in its proxy statement and proxy relating to an annual meeting any stockholder proposal under SEC Rule 14a-8. In accordance with the foregoing, in order for a proposal or a nomination to be brought before the annual meeting of stockholders to be held following the year ending December 31, 2014, notice must be provided to the Corporate Secretary by January 2, 2015. THE FOLLOWING DOCUMENTS ARE AVAILABLE ON THE “GOVERNANCE DOCUMENTS” SECTION OF THE “INVESTOR RELATIONS” PAGE OF THE INVESTORS BANK’S WEBSITE AT WWW.MYINVESTORSBANK.COM : Š AUDIT COMMITTEE CHARTER Š COMPENSATION AND BENEFITS COMMITTEE CHARTER Š NOMINATING AND CORPORATE GOVERNANCE CHARTER Š INVESTORS BANCORP’S CORPORATE GOVERNANCE GUIDELINES Š INVESTORS BANCORP’S CODE OF BUSINESS CONDUCT AND ETHICS Š INVESTORS BANCORP’S INDEPENDENCE STANDARDS COPIES OF EACH WILL BE FURNISHED WITHOUT CHARGE UPON WRITTEN REQUEST TO THE CORPORATE SECRETARY, INVESTORS BANCORP, INC., 101 JFK PARKWAY, SHORT HILLS, NEW JERSEY 07078. WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING, PLEASE SIGN AND PROMPTLY RETURN THE ACCOMPANYING PROXY CARD IN THE ENCLOSED POSTAGE-PAID ENVELOPE OR VOTE BY INTERNET OR TELEPHONE AS DESCRIBED IN YOUR PROXY CARD. 48 P R O X Y S T A T E M E N T AN ADDITIONAL COPY OF INVESTORS BANCORP’S ANNUAL REPORT ON FORM 10-K (WITHOUT EXHIBITS) FOR THE YEAR ENDED DECEMBER 31, 2013, AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION, WILL BE FURNISHED WITHOUT CHARGE TO STOCKHOLDERS UPON WRITTEN REQUEST TO THE CORPORATE SECRETARY, INVESTORS BANCORP, INC., 101 JFK PARKWAY, SHORT HILLS, NEW JERSEY 07078. THE FORM 10-K IS ALSO AVAILABLE FREE OF CHARGE ON THE “INVESTOR RELATIONS” PAGE OF THE INVESTORS BANK’S WEBSITE AT WWW.MYINVESTORSBANK.COM. T N E M E T A T S Y X O R P 49 [THIS PAGE INTENTIONALLY LEFT BLANK] P R O X Y S T A T E M E N T CORPORATE INFORMATION BOARD OF DIRECTORS EXECUTIVE OFFICERS Kevin Cummings President & Chief Executive Officer Domenick Cama Senior Executive Vice President & Chief Operating Officer Richard Spengler Executive Vice President & Chief Lending Officer Paul Kalamaras Executive Vice President & Chief Retail Banking Officer Thomas F. Splaine, Jr Senior Vice President & Chief Financial Officer CORPORATE COUNSEL Luse, Gorman, Pomerenk, & Schick, P.C. 5335 Wisconsin Ave., NW Suite 780 Washington, DC 20015-2035 INVESTOR RELATIONS Stockholders, Investors, and Analysts may also contact: Domenick Cama Senior Executive Vice President 973.924.5100 dcama@myinvestorsbank.com Robert M. Cashill Chairman of the Board Robert C. Albanese Dennis M. Bone Doreen R. Byrnes Domenick Cama Senior Executive Vice President & Chief Operating Officer Kevin Cummings President & Chief Executive Officer William V. Cosgrove Brian D. Dittenhafer Brendan J. Dugan James J. Garibaldi Michele N. Siekerka James H. Ward, III Paul N. Stathoulopoulos* INDEPENDENT AUDITORS KPMG, LLP 51 JFK Parkway Short Hills, NJ 07078 TRANSFER AGENT & REGISTRAR Inquiries regarding stock certificate administration, address changes and other related services should be directed to: Registrar & Transfer Company 10 Commerce Drive Cranford, NJ 07016 1.800.525.7686 CORPORATE OFFICE 101 JFK Parkway Short Hills, NJ 07078 973.924.5100 www.myinvestorsbank.com *Member of the Investors Bank Board of Directors 2 0 1 3 A N N U A L R E P O R T • F O R M 1 0 - K & P R O X Y S T A T E M E N T 3 1 0 2 ® k n a B s r o t s e v n I f o k r a m e d a r t d e r e t s g e r i a s i o g o l e v a e w e h T 101 JFK PARKWAY SHORT HILLS, NJ 07078 

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