Investors Bancorp, Inc.
Annual Report 2016

Plain-text annual report

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 2 0 1 6 2016 ANNUAL REPORT • FORM 10-K & PROXY STATEMENT “ Maintaining our commitment to continuously improve is essential to our ongoing growth and success.”  Folio Holder do not delete or used this Page Dear Fellow Shareholder, We have so much to be proud of and grateful for at Investors Bancorp as 2016 was another financially strong year. There is no question we continue to make progress as we grow and move forward. We take great pride in being recognized by Forbes Magazine for the 6th consecutive year as one of the “Best Banks in America,”1 and we were the highest rated bank in our geographic market. For 2016, we posted net income of $192.1 million, compared to $181.5 million in 2015 and have delivered an impressive five-year total shareholder return of 182%. Assets grew as well in 2016, to $23.17 billion, an increase of $2.29 billion from December 31, 2015. In total, assets have increased by $12.47 billion over the last five years. We also opened thirteen new branches in our New Jersey and New York footprint during 2016. Our impressive growth was a result of our team’s hard work and commitment. We also recognize that our growth is dependent on continuing the build-out of our operational and risk management infrastructure, in particular, our compliance, BSA, AML, information and data security, and credit risk. As risk management continues to be a focus in our industry, we must keep current with the emerging technologies, which include increased information security and protection against cyber risk. Keeping pace with technology requires us to adapt and evolve quickly. Our investment in technology will help facilitate our continued growth by creating more efficient processes that will enable us to meet and exceed customer expectations. We have to meet customers not only where they are today – but also where they will be in the future. Last year, we unveiled our new website which provides faster, easier navigation and an enhanced online experience with better access to important information. In 2017, we intend to continue our investment in technology to enhance our product offerings, including our mobile banking platforms, business online banking capabilities and digital services. Further developing digital solutions will allow us to improve the customer experience and provide the services the market has come to expect. Maintaining our commitment to continuously improve is essential to our ongoing growth and success. I have said this in the past, and I believe it even more today, we need to grow and change in order to succeed. Every day, in every way, we must strive to be better at what we do. We have changed as an organization. Since our initial public offering in 2005, we have transformed from a wholesale thrift to a retail commercial bank. We have accomplished this by increasing our core deposits 1 Forbes Magazine, January 10, 2017, “America’s Best Banks 2017” investorsbank.com • 3 and loans to meet the needs of our growing consumer and commercial customer base. Net loans increased $1.91 billion to $18.57 billion in 2016 and we originated approximately $5.08 billion in new loans. Additionally, the strength of our cash management and professional banking services has helped us grow our loans to business owners to $2.05 billion over the past five years. Overall deposit growth for 2016 was 8.7% and 10.7% of that growth is attributed to our thirteen new branch locations. “ I remain excited for the future of Investors. More than ever, I believe Investors can provide a legacy of significance.” Investors continues to effectively manage its strong capital position of 13% to enhance shareholder value. Through December 31, 2016 the Company has repurchased a total of 62.9 million shares of stock, at an average cost of $11.86 per share, totaling $746.3 million since our stock repurchase plan was implemented in March 2015. Dividends paid to shareholders in 2016 were $0.26 per share. Our strategic plan is to continue to grow as a commercial bank and maintain a diversified loan portfolio. While our loan growth remains impressive, we remain diligent in our underwriting and monitoring of credit risk in both our commercial and residential portfolios. Our overall level of non- performing loans remains low, as compared to national and regional peers. Throughout Investors’ history, mergers and acquisitions have been an integral part of our growth and success. In May 2016 Investors signed a definitive merger agreement with The Bank of Princeton, however, we mutually agreed to terminate that transaction in January 2017. We believe this decision was appropriate given the uncertainty of the timing of regulatory approval. Going forward we will continue to take advantage of prudent opportunities for growth that produce financial results and create value for our shareholders. The execution of our strategic plan and the commitment of our leadership team and employees provide Investors with a strong competitive advantage. As we strive to fulfill our mission of providing high-quality products and services, our employees help us operate responsibly and ethically. Their dedication and hard work enable all of us – clients, stockholders, and our communities – to prosper. We recognize our employees are the Bank’s most important asset. In 2016 we invested in programs and provided resources to help employees develop both professionally and personally. We are committed to the ongoing improvement in everything we do at Investors and will continue to make investing in our employees a high priority. Our employees bring our culture and core values to life in every interaction with customers, colleagues and the communities we serve. Our core values of cooperation, character, community and commitment drive us to make a difference. During 2016 our foundations awarded over $8 million to non-profit organizations. Our philanthropic contributions are just a part of our commitment. Our employees’ support of these organizations is what truly makes the difference. They donate their time, talent and energy to their local communities. They are a reflection and personification of our culture, and they are helping to make Investors Bank significant. 4 • investorsbank.com Investing and enhancing our brand awareness in the markets in which we operate is important to our continued growth. In 2016, Investors was proud to enter into an exciting new partnership with the New Jersey Devils and The Prudential Center. This relationship is much more than a marketing sponsorship. It truly is a partnership between like-minded companies who are committed to giving back to the communities they serve. This relationship raises Investors’ profile in our market. We will continue to leverage opportunities and activities which can open the door for more business relationships in the future. Yes, 2016 was another financially strong year for Investors. However, we are not content to sit back and say we are “successful”. That is not the Investors way. We will continue to execute on our strategic plan and do so by means that encourage, enable and ensure our improvement. We will remain true to our vision, our mission and values, because that is the foundation on which we have built the Company. Although we start 2017 with a challenging economic environment and an unchartered political landscape, I have faith in our strategic plan, our ability to continue its execution, and to do it well. I also have confidence in our employees and their dedication. We will keep moving forward and will do so while remaining true to our roots as a community bank – providing a high level of service with quality financial solutions. We believe that we have an obligation to contribute to the ongoing vitality and prosperity of our customers and the communities we serve. I remain excited for the future of Investors. More than ever, I believe Investors can provide a legacy of significance. On behalf of the Board of Directors, management and staff, thank you for being a shareholder of Investors Bancorp. Your investment is so important. We appreciate your trust, confidence, and the continuing opportunity to serve you. Sincerely, Kevin Cummings President and Chief Executive Officer investorsbank.com • 5 SELECTED FINANCIAL DATA (In thousands, except branch data and percent data) * 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 Total Assets at December 31 (dollars in billions) 2014 2015 2016 2016 2015 2014 $23,174,675 $20,888,684 $18,773,639 18,608,153 3,415,989 15,280,833 4,546,251 3,123,245 151 16,668,564 3,148,920 14,063,656 3,263,090 3,311,647 140 14,894,438 2,762,403 12,172,326 2,766,104 3,577,855 132 2016 $640,185 192,125 0.88% 6.06% 2.83% 3.04% 0.47% 14.52% 2015 $595,084 181,505 0.92% 5.26% 2.91% 3.12% 0.69% 17.41% 2014 $541,971 131,721 0.76% 4.71% 3.08% 3.27% 0.81% 16.16% 18.8 20.9 23.2 Net Loans Outstanding at December 31 (dollars in billions) 2014 2015 2016 Deposits at December 31 (dollars in billions) 14.9 16.7 18.6 2014 2015 2016 6 • investorsbank.com 12.2 14.1 15.3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION 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, 2016 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. 001-36441 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) 46-4702118 (I.R.S. Employer Identification Number) 07078 Zip Code (973) 924-5100 (Registrant’s telephone number) K - 0 1 M R O F Securities Registered Pursuant to Section 12(b) of the Act: Common Stock, par value $0.01 per share The NASDAQ Stock Market LLC (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 to such requirements for the past 90 days. Yes Í No ‘ 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. Í 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 ‘ (Do not check if a smaller reporting company) Accelerated filer Smaller reporting company ‘ ‘ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ‘ No Í As of February 23, 2017, the registrant had 359,070,852 shares of common stock, par value $0.01 per share, issued and 309,878,591 shares outstanding. 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, 2016, as reported by the NASDAQ Global Select Market, was approximately $3.47 billion. 1. Proxy Statement for the 2017 Annual Meeting of Stockholders of the registrant (Part III). DOCUMENTS INCORPORATED BY REFERENCE INVESTORS BANCORP, INC. 2016 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 Officers 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 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Item 16. Form 10-K Summary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Signature Page . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Page 2 40 50 50 50 50 51 53 56 76 76 76 76 77 77 77 77 78 78 78 150 151 K - 0 1 M R O F 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 are outlined in Item 1A. Risk Factors herein and 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 and growth of assets and adverse changes to credit quality; difficulties associated with achieving expected future financial results; impact on our financial performance associated with the effective deployment of capital raised in our second step conversion offering; and the risk of an 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. 1 As used in this Form 10-K, “we,” “us” and “our” refer to Investors Bancorp, Inc. and its consolidated subsidiaries, principally Investors Bank. Investors Bancorp, Inc.’s electronic filings with the SEC, including the Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and amendments to these reports filed or furnished pursuant to Sections 13(a) or 15(d) of the Exchange Act, as amended, are made available at no cost in the Investor Relations section of the Company’s website, www.myinvestorsbank.com, as soon as reasonably practicable after the Company files such material with, or furnishes it to, the SEC. The Company’s SEC filings are also available through the SEC’s website at www.sec.gov. ITEM 1. BUSINESS PART I Investors Bancorp, Inc. (the “Company”) is a Delaware corporation which became the holding company for Investors Bank (“the Bank”) in May 2014, upon the completion of the mutual-to-stock conversion of Investors Bancorp, MHC. Prior to the 2014 conversion, Investors Bancorp, MHC held 55% of Investors Bancorp’s outstanding common stock in connection with its initial public offering in October 2005, which raised net proceeds of $509.7 million. The second step conversion was completed on May 7, 2014. The Company raised net proceeds of $2.15 billion by selling a total of 219,580,695 shares of common stock at $10.00 per share in the second step stock offering and issued 1,000,000 shares of common stock and a $10.0 million cash contribution to the Investors Charitable Foundation. Concurrent with the completion of the stock offering, each share of Investors Bancorp common stock owned by public stockholders (stockholders other than Investors Bancorp, MHC) was exchanged for 2.55 shares of Company common stock. As a result of the conversion, all share information prior to May 2014 has been revised to reflect the 2.55- to- one exchange ratio. F O R M 1 0 - K The Company is subject to regulation as a bank holding company by the Federal Reserve Board. Investors Bancorp neither owns nor leases any property, but instead uses the premises, equipment and furniture of the Bank. At the present time, the Company employs as officers only certain persons who are also officers of the Bank and uses 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. Investors Bank is a New Jersey-chartered savings bank headquartered in Short Hills, New Jersey. Originally it has grown through founded in 1926 as a New Jersey-chartered mutual savings and loan association, acquisitions and internal growth, including de novo branching. In 1992, the charter was converted to a mutual savings bank and in 1997 the charter was converted to a New Jersey-chartered stock savings bank. The Bank is in the business of attracting deposits from the public through its branch network and borrowing funds in the wholesale markets to originate loans and to invest in securities. The Bank originates multi-family loans, commercial real estate loans, commercial and industrial (“C&I”) loans, one-to four- family residential mortgage loans secured by one- to four-family residential real estate, construction loans and consumer loans, the majority of which are home equity loans, home equity lines of credit and cash surrender value lending on life insurance contracts. Securities, primarily mortgage-backed securities, U.S. Government and Federal Agency obligations, and other securities represented 15% of consolidated assets at December 31, 2016. The Bank is subject to comprehensive regulation and examination by the New Jersey Department of Banking and Insurance (“NJDBI”), the Federal Deposit Insurance Corporation (“FDIC”) and the Consumer Financial Protection Bureau (“CFPB”). Our Business Strategy Since the initial public offering in 2005, we have transitioned from a wholesale thrift business to a retail commercial bank. This transition has been primarily accomplished by increasing the amount of our commercial 2 K - 0 1 M R O F loans and core deposits. Our transformation can be attributed to a number of factors, including organic growth, de novo branch openings, bank and branch acquisitions, as well as product expansion. We believe the attractive markets we operate in, namely, the greater New Jersey and New York metropolitan areas, will continue to provide us with growth opportunities. Our primary focus is to build and develop profitable customer relationships across all lines of business, both consumer and commercial. Opportunities through Our Attractive Markets The markets we operate in are considered attractive banking markets within the United States, and we believe they will continue to provide us with opportunities to grow. We have expanded our franchise to include the suburbs of Philadelphia and the boroughs of New York City as well as Nassau and Suffolk Counties on Long Island. Additionally, we have strengthened our presence in our historic markets throughout New Jersey. We accomplished this expansion through de novo growth and select bank and branch acquisitions. As a result of this growth, Investors Bank is the largest bank headquartered in the state of New Jersey as measured by assets. The markets we operate in are desirable from an economic and demographic perspective as they are characterized by large and dense population centers, areas of high income households and centers of robust business and commercial activity. Our competition in these markets tends to be from out-of-state headquartered money centers and super-regional financial institutions as well as smaller local community banks. We believe that as a locally headquartered institution, situated between these extremes, we can compete and capitalize on opportunities that exist in our market area. Many of the counties we serve are projected to experience moderate to strong household income growth through 2021. Though slower population growth is projected for many of the counties we serve, it is important to note that these counties are densely populated. All of the counties we serve have a strong mature market and nearly all have median household incomes greater than the national median. We face intense competition in making loans as well as attracting deposits in our market area. Our competition for loans and deposits comes principally from commercial banks, savings institutions, mortgage banking firms, credit unions and insurance companies. We face additional competition for deposits from short- term money market funds, brokerage firms and mutual funds. 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, 2016, the latest date for which statistics are available, our market share of deposits was ranked in the top 10 of total deposits in the State of New Jersey and in the top 20 within the New York metropolitan area. Growing and Diversifying the Loan Portfolio Our business plan has been, and will continue to be, to grow and diversify our loan portfolio. We have accomplished the majority of this growth by focusing on originating more multi-family and commercial real estate loans in our market area through our New York City and New Jersey loan production offices. For the year ended December 31, 2016, we originated $2.16 billion in multi-family loans and $1.08 billion in commercial real estate loans. We are focusing on growing our commercial loan portfolio because it helps to diversify the loan portfolio and reduces our interest rate exposure to mortgage-backed securities and one- to four-family mortgages. To further diversify our loan portfolio we have increased C&I lending by building relationships with small to medium sized companies in our market area. We have hired a number of experienced C&I lending teams, including a team specializing in the healthcare industry and a team of experienced lenders specializing in asset based lending. For the year ended December 31, 2016, we originated $608.9 million of C&I loans. We have diversified our loan portfolio, as evidenced by the fact that commercial loans (including commercial real estate, multi-family, C&I and construction loans) represent approximately 72% of our loan portfolio at December 31, 2016 as compared to December 31, 2012, when commercial loans were approximately 51% of total loans. Growing and diversifying our loan portfolio will continue to be a major focus of our business strategy going forward. 3 F O R M 1 0 - K Changing the Mix of Deposits We have focused on changing our deposit mix from certificates of deposit to core deposits (savings, checking and money market accounts). Core deposits are an attractive funding alternative because they are generally a more stable source of low cost funding and are less sensitive to changes in market interest rates. As of December 31, 2016, we had core deposits of $12.33 billion, representing approximately 81% of total deposits, compared to December 31, 2012 when core deposits were $5.80 billion, representing 66% of total deposits. Over the same time, the percent of non-interest bearing deposits to total deposits has grown from 10% to 14%. In order to maintain these favorable results and trends, we will continue to invest in additional de novo branches, branch staff training, product development as well as commercial deposit gathering efforts. Over the past few years we have developed a suite of commercial deposit and cash management products, designed to appeal to small and mid-sized business owners and non-profit organizations including electronic deposit services such as remote deposit capture. Mobile banking services have also been developed to serve our customers’ needs and adapt to a changing environment. We will continue to enhance our web site and use social media as a way to stay connected to our customers. Our deposit business has become more diversified over the past few years as we attract more deposits from commercial entities, including most of the businesses that borrow from us. Investors Bank has become one of the largest depositories for government and municipal deposits in New Jersey, which provides us with an additional funding source. Our branch network, concentrated in markets with attractive demographics and a high density population, will continue to provide us with opportunities to grow and improve our deposit base. Acquisitions A significant portion of our historic growth can be attributed to our acquisition strategy. Through 2014 we completed eight bank or branch acquisitions. Although management evaluates a number of factors when considering an acquisition, we have maintained a fundamental focus on preserving tangible book value per share. Some of our most recent transactions have included the following acquisitions: • • Gateway Community Financial Corp., completed January 2014 ($254.7 million of deposits and 4 branches in Gloucester County, New Jersey) Roma Financial Corporation, completed December 2013 ($1.34 billion of deposits and 26 branches in the Philadelphia suburbs of New Jersey) • Marathon Banking Corporation, completed October 2012 ($777.5 million in deposits and 13 branches in Brooklyn, Queens, Staten Island, Manhattan and Long Island) • Brooklyn Federal Bancorp, completed January 2012 ($385.9 million in deposits and 5 branches in Brooklyn and Long Island) These acquisitions have provided us with the opportunity to grow our business, expand our geographic footprint and improve our financial performance. We intend to continue to evaluate potential acquisition opportunities that may present themselves in the future while maintaining the financial and pricing discipline that we have adhered to in the past. In May 2016 we signed a definitive merger agreement with the Bank of Princeton, with assets of $1.0 billion, operating ten branches in New Jersey and three in the Philadelphia market. In January 2017, due to the uncertainty of the timing around regulatory approval, both parties mutually agreed to terminate the transaction. Capital Management Capital management is a key component of our business strategy. We raised net proceeds of $2.15 billion in equity in May 2014 upon the completion of the second step mutual conversion. As of December 31, 2016 our 4 tangible equity to asset ratio was 13.10%. We manage our capital through a combination of organic growth, acquisitions, stock repurchases and dividends. In March 2015 we received approval from the Board of Governors of the Federal Reserve System to commence a 5% buyback program prior to the one-year anniversary of the completion of our second step conversion and announced our first share repurchase program. Subsequently we announced two additional repurchase programs each authorizing a 10% buyback program. Since receiving approval in March 2015 we have repurchased 62.9 million shares totaling $746.3 million at an average price of $11.86. Beginning September of 2012, we began to pay a quarterly cash dividend of $0.02 per share. Since then our dividend has increased to $0.08 per share. For the year ended 2016 our dividend payout ratio was 40% which includes a 33% dividend increase in the fourth quarter of 2016 to $0.08 per share. Involvement in Our Communities Investors Bank proudly promotes a higher quality of life in the communities it serves in New Jersey and New York through employee volunteer efforts and the Investors Charitable Foundation. Employees are continually encouraged to become leaders in their communities and use Investors Bank’s support to help others. Through the Investors Charitable Foundation, established in 2005, and the Roma Charitable Foundation, which we acquired in December 2013, Investors Bank has contributed or committed $23.4 million in donations to enrich the lives of New Jersey and New York citizens by supporting initiatives in the arts, education, youth development, affordable housing, and health and human services. Community involvement is one of the principal values of Investors Bank and provides our staff with a meaningful ability to help others. We believe these efforts contribute to creating a culture at Investors Bank that promotes high employee morale while enhancing the presence of Investors Bank in our local markets. K - 0 1 M R O F Lending Activities Our loan portfolio is comprised of multi-family loans, commercial real estate loans, construction loans, commercial and industrial loans, residential mortgage loans and consumer and other loans. At December 31, 2016, multi-family loans totaled $7.46 billion, or 39.7% of our total loan portfolio, commercial real estate loans totaled $4.45 billion, or 23.7% of our total loan portfolio, commercial and industrial loans totaled $1.28 billion, or 6.8% of our total loan portfolio, and construction loans totaled $314.8 million, or 1.7% of our total loan portfolio. Residential mortgage loans represented $4.71 billion, or 25.1% of our total loans at December 31, 2016. We also offer consumer loans, which consist primarily of home equity loans, home equity lines of credit and cash surrender value lending on life insurance contracts. At December 31, 2016, consumer and other loans totaled $597.3 million, or 3.2% of our total loan portfolio. 5 Loan Portfolio Composition. The following table sets forth the composition of our loan portfolio by type of loan. Commercial loans are comprised of multi-family loans, commercial real estate loans, commercial and industrial loans and construction loans. Our primary focus over recent years has been on the origination of commercial loans. 2016 2015 December 31, 2014 2013 2012 Amount % Amount % Amount % Amount % Amount % (Dollars in thousands) Commercial loans: Multi-family loans Commercial real estate loans Commercial and industrial loans Construction loans $ 7,459,131 4,452,300 1,275,283 314,843 39.65% $ 6,255,904 3,829,099 23.67 1,044,385 6.78 225,843 1.67 37.04% $ 5,049,114 3,147,153 22.67 544,458 6.18 148,396 1.34 Total commercial loans 13,501,557 71.77 11,355,231 67.23 8,889,121 Residential mortgage loans Consumer and other loans: Home equity loans Home equity credit lines Other Total consumer and other loans 4,711,880 25.05 5,039,543 29.83 5,769,477 161,356 240,518 195,391 597,265 0.86 1.28 1.04 3.18 201,063 220,357 75,136 496,556 1.19 1.30 0.45 2.94 222,871 200,066 18,017 440,954 33.44% $ 3,986,208 30.51% $ 2,995,471 28.70% 20.84 3.61 0.98 1,971,689 18.89 1.62 2.15 2,505,327 19.18 2.05 1.55 268,422 202,261 169,258 224,816 58.87 38.21 1.48 1.32 0.12 2.92 6,962,218 53.29 5,361,234 51.36 5,698,351 43.62 4,838,315 46.35 245,653 150,796 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 F O R M 1 0 - K Total loans $18,810,702 100.00% $16,891,330 100.00% $15,099,552 100.00% $13,064,618 100.00% $10,438,471 100.00% Net unamortized premiums and deferred loan costs(1) Allowance for loan losses (12,474) (228,373) (11,692) (218,505) (11,698) (200,284) (8,146) (173,928) 10,487 (142,172) Net loans $18,569,855 $16,661,133 $14,887,570 $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. Portfolio Maturities. The following table summarizes the scheduled repayments of our loan portfolio based on contractual maturity, including PCI loans at December 31, 2016. Overdraft loans are reported as being due in one year or less. 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 Multi-Family Loans Commercial Real Estate Loans Commercial and Industrial Loans Construction Loans Residential Mortgage Loans Consumer and Other Loans Total At December 31, 2016 (In thousands) $ 170,954 $ 376,561 $ 378,410 $296,192 $ 294,430 $153,023 $ 1,669,570 1,067,202 2,560,439 3,237,622 422,914 — 754,567 1,338,433 1,656,287 320,230 6,222 88,733 210,010 412,492 155,124 30,514 896,873 18,425 — 226 — — 18,651 353,948 447,052 612,232 1,080,251 1,923,967 4,417,450 106,046 123,036 65,203 77,866 72,091 444,242 2,388,921 4,678,970 5,984,062 2,056,385 2,032,794 17,141,132 Total due after one year 7,288,177 4,075,739 Total loans $7,459,131 $4,452,300 $1,275,283 $314,843 $4,711,880 $597,265 $18,810,702 Premiums on purchased loans and deferred loan fees, net Allowance for loan losses Net loans (12,474) (228,373) $18,569,855 6 K - 0 1 M R O F The following table sets forth fixed- and adjustable-rate loans at December 31, 2016 that are contractually due after December 31, 2017. Commercial loans: Multi-family loans Commercial real estate loans Commercial and industrial loans Construction loans Total commercial loans Residential mortgage loans Consumer and other loans: Home equity loans Home equity credit lines Other Total consumer and other loans Due After December 31, 2017 Fixed Adjustable Total (In thousands) $5,151,795 2,559,433 289,654 7,733 8,008,615 1,300,524 — 92,497 191,938 284,435 $ 7,288,177 4,075,739 896,873 18,651 12,279,440 4,417,450 159,509 92,497 192,236 444,242 $2,136,382 1,516,306 607,219 10,918 4,270,825 3,116,926 159,509 — 298 159,807 Total loans $7,547,558 $9,593,574 $17,141,132 Multi-family Loans. At December 31, 2016, $7.46 billion, or 39.7%, of our total loan portfolio was comprised of multi-family loans. Our policy generally has been to originate multi-family loans in New York, New Jersey and surrounding states. The multi-family loans in our portfolio consist of both fixed-rate and adjustable-rate loans, which were originated at prevailing market rates. Multi-family loans are generally five to fifteen year term balloon loans amortized over fifteen to thirty years. Commercial Real Estate Loans. At December 31, 2016, $4.45 billion, or 23.7%, of our total loan portfolio was commercial real estate loans. We originate commercial real estate loans in New Jersey, New York and surrounding states, which are secured by industrial properties, retail buildings, office buildings and other commercial properties. Commercial real estate loans in our portfolio consist of both fixed-rate and adjustable- rate loans which were originated at prevailing market rates. Commercial real estate loans are generally five to fifteen year term balloon loans amortized over fifteen to thirty years. Included in commercial real estate loans are owner occupied commercial mortgage loans which totaled approximately $700 million at December 31, 2016. Commercial and Industrial Loans. At December 31, 2016, $1.28 billion, or 6.8%, of our total loan portfolio was commercial and industrial loans. We offer a wide range of credit facilities to commercial and industrial clients throughout our geographic footprint. Our credit offerings are lines of credit, term loans and letters of credit. The collateral for these types of loans can be comprised of real estate and/or a lien on the general assets, including inventory and receivables of the business, and in many cases are further supported by a personal guarantee of the owner. As the Company and our footprint have grown, we have broadened our product offerings to create certain commercial and industrial lending subspecialties, including expanded lending to the healthcare industry. As of December 31, 2016 asset based lending loans totaled $70.3 million. Included in the Company’s commercial and industrial loans were $95.0 million of loans to Co-operative housing corporations and groups (“Co-Op loans”). Construction Loans. At December 31, 2016, we held $314.8 million in construction loans representing 1.7% of our total loan portfolio. We offer loans directly to builders and developers on income-producing properties and residential for-sale housing units. Generally, construction loans are structured to have a three-year term and are 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 units to be sold require a pre-sale or we will limit the amount of speculative building without a sales contract. 7 Residential Mortgage Loans. At December 31, 2016, $4.71 billion, or 25.1%, 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 brokers. 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. We offer various loan programs to provide financing for low-and moderate-income home buyers, 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. Consumer and Other Loans. At December 31, 2016, consumer and other loans totaled $597.3 million, or 3.2% of our total loan portfolio. We offer consumer loans, most of which consist of home equity loans, home equity lines of credit and cash surrender value lending on life insurance contracts. Home equity loans and home equity lines of credit are secured by residences primarily located in New Jersey and New York. Home equity loans are offered with fixed rates of interest, terms up to 20 years and to a maximum of $500,000. Home equity lines of credit have adjustable rates of interest, indexed to the prime rate. During 2014, we started to offer cash surrender value lending on life insurance contracts. At December 31, 2016, cash surrender value loans totaled $191.9 million, or 32% of consumer and other loans. The underwriting on these loans allows a policy owner to borrow a minimum credit line of $65,000 up to a maximum of $3,000,000. Acceptable credit history and FICO scores are reviewed along with the evaluation of the financial rating of the insurance carrier. F O R M 1 0 - K 8 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: Commercial loans: Multi-family loans Commercial real estate loans Commercial and industrial loans Construction loans Total commercial loans Residential mortgage loans Consumer and other loans: Home equity loans Home equity credit lines Other Total consumer and other loans Total loan originations Loan purchases: Commercial loans: Multi-family loans Commercial real estate loans Commercial and industrial loans Construction loans Total commercial loans Residential mortgage loans Consumer and other loans Total loan purchases Loans sold Principal repayments Other items, net(1) Net loans acquired in acquisition Net increase in loan portfolio Years Ended December 31, 2016 2015 2014 (In thousands) $ 2,162,447 1,078,601 608,899 451,505 $ 2,079,201 936,889 930,777 82,455 $ 1,671,514 869,705 445,360 44,817 4,301,452 523,342 4,029,322 646,521 3,031,396 608,076 14,614 145,147 100,262 260,023 23,177 131,533 93,081 247,791 19,742 103,689 842 124,273 5,084,817 4,923,634 3,763,745 $ — $ — — — — 141,563 — 141,563 $ 2,760 141,564 — — 144,324 54,300 — 198,624 — — — — — 233,856 — 233,856 (9,752) (3,302,546) (5,360) — (394,742) (2,945,853) (8,100) — (32,412) (2,139,676) (24,562) 204,075 $ 1,908,722 $ 1,773,563 $ 2,005,026 K - 0 1 M R O F (1) Other items include charge-offs and recoveries, 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. Credit Policy and Procedures Loan Approval Procedures and Authority. The credit approval process provides for prompt and thorough underwriting and approval or decline of loan requests. The approval method used is a hierarchy of individual lending authorities for new credits and renewals. Our lending authority policy and limits are reviewed periodically by the Board of Directors. Approval limits are set based on the risk associated with each loan type, loan amount, and aggregate loan balances of a borrower. The Bank’s Credit Risk Committee approves authorities for lending and credit personnel, which are ultimately submitted to our Board for ratification. Lending authorities are based on position, capability, and experience of the individuals. 9 F O R M 1 0 - K Loans to One Borrower. The Bank’s regulatory limit on total loans to any one borrower or attributed to any one borrower is 15% of unimpaired capital and surplus. As of December 31, 2016, the regulatory lending limit was $445.0 million. The Bank’s internal policy limit is $150.0 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 regular basis. The Bank also sets additional limits on size of loans by loan type. At December 31, 2016, the Bank’s largest relationship with an individual borrower and its related entities was $120.7 million in commercial loans consisting of six shopping centers and three retail stores and was performing in accordance with its contractual terms. 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. While our portfolio contains interest only and no income verification residential mortgage loans, we no longer originate or purchase these types of residential loan products. Included in residential and consumer loans for the period ended December 31, 2016 are $124.2 million interest only and $246.0 million in no income verification loans. The Bank does, from time to time and for competitive purposes, originate commercial loans with limited interest only periods. Included in total commercial loans for the period ended December 31, 2016 are $588.4 million in interest only 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 at a discount, 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 would result in an increase in yield on a prospective basis. 10 Delinquent Loans. The following table sets forth our loan delinquencies by type and by amount at the dates indicated, excluding loans classified as PCI. At December 31, 2016 Commercial loans: Multi-family loans Commercial real estate loans Commercial and industrial loans Construction loans Total commercial loans Residential mortgage loans Consumer and other loans Total At December 31, 2015 Commercial loans: Multi-family loans Commercial real estate loans Commercial and industrial loans Construction loans Total commercial loans Residential mortgage loans Consumer and other loans Total Loans Delinquent For 60-89 Days 90 Days and Over Total Number Amount Number Amount Number Amount (Dollars in thousands) 1 8 4 — 13 52 10 75 $ 1,099 31,964 885 — 33,948 10,930 719 $45,597 — $ — 352 3 — 2 — — 5 60 31 96 352 14,956 427 $15,735 1 14 6 — 21 286 115 422 2 18 13 4 37 301 137 475 $ 234 6,445 2,971 — 9,650 58,119 7,065 $74,834 $ 1,886 6,429 4,386 792 13,493 68,560 8,976 $91,029 2 22 10 — 34 338 125 497 2 21 15 4 42 361 168 571 $ 1,333 38,409 3,856 — 43,598 69,049 7,784 $120,431 $ 1,886 6,781 4,386 792 13,845 83,516 9,403 $106,764 K - 0 1 M R O F 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 (“REO”), and excludes PCI loans. We did not have any loans delinquent 90 days or more and still accruing interest at December 31, 2016 and 2015. Included in delinquent loans 60-89 days for the year ended December 31, 2016 is a single loan relationship totaling 6 loans for $32.2 million. The loans for this relationship are secured by single tenant, well-collateralized properties with strong loan to value ratios. Management is actively monitoring all of these loans. At December 31, 2016, we had REO of $4.5 million consisting of 18 residential properties and 8 commercial properties. Non-accrual loans decreased by $21.1 million to $94.3 million at December 31, 2016 from $115.4 million at December 31, 2015. There were no sales of non-performing loans during 2016. During 2015, the Company sold a pool of non-performing loans (including PCI loans) totaling $20.9 million on a bulk basis. The ratio of non-accrual loans to total loans decreased to 0.50% at December 31, 2016 from 0.68% at December 31, 2015. Our ratio of non-performing assets to total assets decreased to 0.47% at December 31, 2016 from 0.69% at December 31, 2015. The allowance for loan losses as a percentage of total non-accrual loans increased to 242.24% at December 31, 2016 from 189.30% at December 31, 2015. 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. 11 F O R M 1 0 - K Non-accrual loans: Multi-family loans Commercial real estate loans Commercial and industrial loans Construction loans Total commercial loans Residential mortgage loans Consumer and other loans Total non-accrual loans Real estate owned Performing troubled debt restructurings December 31, 2016 2015 2014 2013 2012 (Dollars in thousands) $ 482 9,205 4,659 — 14,346 72,593 7,335 $ 3,467 10,820 9,225 792 24,304 81,816 9,306 $ 2,989 13,940 2,903 4,345 24,177 79,971 4,211 $ 5,905 2,711 1,281 16,181 26,078 72,309 1,973 $ 11,143 753 375 25,764 38,035 81,295 1,238 94,274 115,426 108,359 100,360 120,568 4,492 9,445 6,283 22,489 7,839 35,624 8,516 39,570 8,093 15,756 Total non-performing assets $108,211 $144,198 $151,822 $148,446 $144,417 Total non-accrual loans to total loans Total non-performing assets to total assets 0.50% 0.47% 0.68% 0.69% 0.72% 0.81% 0.77% 0.95% 1.16% 1.14% At December 31, 2016, there were $30.4 million of loans deemed trouble debt restructurings, of which $9.5 million were classified as accruing and $20.9 million were classified as non-accrual. For the year ended December 31, 2016, interest income that would have been recorded had our non-accruing loans been current in accordance with their original terms amounted to $4.9 million. We recognized interest income of $2.6 million on such loans for the year ended December 31, 2016. 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, 2016, we had REO of $4.5 million consisting of 18 residential properties and 8 commercial properties. 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 or classified assets, 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. 12 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 evaluates 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 for impairment. Impaired loans are individually evaluated 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, consumer loans, and loans not meeting the Company’s definition of impaired, and are specifically excluded from impaired loans. At December 31, 2016, loans meeting the Company’s definition of an impaired loan totaled $34.4 million. The allowance for loan losses related to loans classified as impaired at December 31, 2016, amounted to $1.6 million. Interest income received during the year ended December 31, 2016 on loans classified as impaired totaled $1.5 million. For further detail on our impaired loans, see Note 1 and Note 4 of Notes to Consolidated Financial Statements in “Item 15 - Exhibits and Financial Statement Schedules.” 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, 2016 is maintained at a level that represents management’s best estimate of losses inherent in 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. K - 0 1 M R O F 13 Allowance for Loan Losses. The following table sets forth activity in our allowance for loan losses for the periods indicated. Years Ended December 31, 2016 2015 2014 2013 2012 $ 218,505 $ 19,750 (Dollars in thousands) 173,928 $ 37,500 200,284 $ 26,000 142,172 $ 50,500 117,242 65,000 Allowance balance (beginning of period) Provision for loan losses Charge-offs: Multi-family loans Commercial real estate loans Commercial and industrial loans Construction loans Residential mortgage loans Consumer and other loans (161) (455) (4,485) (52) (9,425) (419) (284) (1,021) (516) (466) (9,526) (403) (323) (6,147) (2,447) (640) (7,715) (972) Total charge-offs (14,997) (12,216) (18,244) F O R M 1 0 - K Recoveries: Multi-family loans Commercial real estate loans Commercial and industrial loans Construction loans Residential mortgage loans Consumer and other loans Total recoveries 1,885 689 541 267 1,631 102 5,115 445 807 295 317 2,295 278 4,437 3,784 201 516 799 1,783 17 7,100 (1,266) (1,101) (516) (3,424) (15,508) (795) (22,610) 219 65 604 315 2,528 135 3,866 (9,058) (479) (99) (13,227) (20,180) (1,107) (44,150) — 43 23 3,387 593 34 4,080 Net charge-offs (9,882) (7,779) (11,144) (18,744) (40,070) Allowance balance (end of period) $ 228,373 $ 218,505 $ 200,284 $ 173,928 $ 142,172 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 loans(1) $18,810,702 $16,891,330 $15,099,552 $13,064,618 $10,438,471 9,271,550 13,776,250 11,065,190 17,479,932 15,716,010 1.21% 1.29% 1.33% 1.33% 1.36% 0.06% 0.05% 0.08% 0.17% 0.43% 220.18% 158.43% 139.10% 124.30% 104.29% (1) Non performing loans include non-accrual loans and performing troubled debt restructured loans. 14 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. 2016 2015 December 31, 2014 2013 2012 Percent of Loans in Each Category to Total Loans Allowance for Loan Losses 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 Allowance for Loan Losses Percent of Loans in Each Category to Total Loans Allowance for Loan Losses Percent of Loans in Each Category to Total Loans (Dollars in thousands) End of period allocated to: Multi-family loans Commercial real estate loans Commercial and industrial loans Construction loans Residential mortgage loans Consumer and other loans Unallocated $ 95,561 39.6% $ 88,223 37.0% $ 71,147 33.4% $ 42,103 30.5% $ 29,853 28.7% 52,796 23.7 46,999 22.7 44,030 20.8 46,657 19.2 33,347 18.9 43,492 11,653 6.8 1.7 40,585 6,794 6.2 1.3 20,759 6,488 3.6 1.0 9,273 8,947 2.1 1.6 4,094 16,062 1.6 2.2 19,831 25.0 31,443 29.8 47,936 38.2 51,760 43.6 45,369 46.4 2,850 2,190 3.2 3,155 1,306 2.9 3,347 6,577 2.9 2,161 13,027 3.1 2,086 11,361 2.3 Total allowance $228,373 100.0% $218,505 100.0% $200,284 100.0% $173,928 100.0% $142,172 100.0% 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 Treasurer. The Treasurer is responsible for ensuring the guidelines and requirements included in the Investment Policy are followed and all securities are considered prudent for investment. 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 limited to, U.S. Treasury investment regulations. Our investments purchased may include, but are not obligations, securities issued by various Federal Agencies, State and Municipal subdivisions, mortgage-backed securities, certain certificates of deposit of insured financial institutions, overnight and short-term loans to other banks, investment grade corporate debt instruments, and mutual funds. In addition, Investors Bancorp may invest in equity securities subject to certain limitations. 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. 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. At December 31, 2016 none of our securities were deemed to be a covered fund under the Volcker Rule. 15 At December 31, 2016, our securities portfolio totaled $3.42 billion representing 14.7% of our total assets. Securities are classified as held-to-maturity or available-for-sale when purchased. At December 31, 2016, $1.76 billion of our securities were classified as held-to-maturity and reported at amortized cost and $1.66 billion were classified as available-for-sale and reported at fair value. 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, 2016, agency-issued mortgage-backed securities including CMOs, totaled $3.33 billion, or 97.3%, of our total securities portfolio. 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. The fair value of such securities may be adversely affected by changes in interest rates and/or other market variables. F O R M 1 0 - K Our mortgage-backed securities portfolio had a weighted average yield of 1.91% for the year ended December 31, 2016. The estimated fair value of our mortgage-backed securities at December 31, 2016 was $3.31 billion, which is $34.3 million less than the carrying value. The decrease to the fair value is attributed to an increase to interest rates during 2016. 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. Currently, the Company does not hold any non-agency mortgage-backed securities in its portfolio. Corporate and Other Debt Securities. Our corporate and other debt securities portfolio primarily consists of collateralized debt obligations (CDOs) backed by pooled trust preferred securities (TruPS), principally issued by banks and to a lesser extent trusts, and collateralized debt insurance companies, real estate investment obligations. 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. At December 31, 2016, the trust preferred securities portfolio had an amortized cost of $39.1 million, or 1.14% of our total securities portfolio, and a fair value of $79.2 million with none of the securities in an unrealized loss position. Throughout the year we engage an independent valuation firm to assist us in valuing our TruPS portfolio and prepare our other-than temporary impairment, or OTTI, analysis. At December 31, 2016, management deemed that the present value of projected cash flows for each security was greater than the book value and did not recognize any OTTI charges for the periods ended December 31, 2016, 2015 and 2014. For the year ended December 31, 2015 the Company recognized a loss of $646,000 on a TruPS security which was entirely liquidated by its Trustee. 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. Municipal Bonds. At December 31, 2016, we had $38.0 million in municipal bonds which represents 1.1% of our total securities portfolio. These bonds are comprised of $33.4 million in short-term Bond Anticipation or Tax Anticipation notes and $4.6 million of longer term New Jersey Revenue Bonds. These purchases were made to diversify the securities portfolio and are designated as held to maturity. 16 Government Sponsored Enterprises. At December 31, 2016, debt securities issued by Government Sponsored Enterprises held in our security portfolio totaled $2.1 million representing less than 0.2% of our total securities portfolio. Marketable Equity Securities. At December 31, 2016, we had $6.7 million in equity securities representing 0.2% 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. Securities Portfolios. The following table sets forth the composition of our investment securities portfolios at the dates indicated. Available-for-sale: Equity securities Mortgage-backed securities: 2016 At December 31, 2015 2014 Carrying Value Estimated Fair Value Carrying Value Estimated Fair Value Carrying Value Estimated Fair Value (In thousands) $ 5,825 $ 6,660 $ 5,778 $ 6,495 $ 6,887 $ 8,523 Federal National Mortgage Association Federal Home Loan Mortgage Corporation Government National Mortgage Association 1,022,383 603,774 47,538 1,008,587 598,439 46,747 724,851 546,652 24,841 726,072 547,451 24,679 675,535 503,268 125 681,992 507,283 126 Total mortgage-backed securities available for sale 1,673,695 1,653,773 1,296,344 1,298,202 1,178,928 1,189,401 Total available-for-sale securities $1,679,520 $1,660,433 $1,302,122 $1,304,697 $1,185,815 $1,197,924 K - 0 1 M R O F Held-to-maturity: Debt securities: Government sponsored enterprises Municipal bonds Corporate and other debt securities Total debt securities Mortgage-backed securities: $ 2,128 $ 2,140 $ 4,232 $ 4,243 $ 4,388 $ 37,978 44,092 84,198 39,493 84,245 125,878 43,058 35,113 82,403 44,365 77,817 126,425 24,320 33,440 62,148 974,376 500,637 27,136 182 4,403 25,321 65,236 94,960 984,787 502,320 27,116 182 Federal National Mortgage Association Federal Home Loan Mortgage Corporation Government National Mortgage Association Federal housing authorities 1,244,833 410,133 16,392 — 1,233,079 407,424 16,420 — 1,226,140 514,339 21,330 11 1,227,325 513,470 21,455 11 Total mortgage-backed securities held-to-maturity 1,671,358 1,656,923 1,761,820 1,762,261 1,502,331 1,514,405 Total held-to-maturity securities $1,755,556 $1,782,801 $1,844,223 $1,888,686 $1,564,479 $1,609,365 Total securities $3,435,076 $3,443,234 $3,146,345 $3,193,383 $2,750,294 $2,807,289 At December 31, 2016, 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. Portfolio Maturities and Coupon. The composition, maturities and coupon rate of the securities portfolio at December 31, 2016 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. Municipal securities coupons have not been adjusted to a tax-equivalent basis. 17 F O R M 1 0 - K One Year or Less Carrying Value Weighted Average Coupon More than One Year through Five Years Carrying Value Weighted Average Coupon More than Five Years through Ten Years More than Ten Years Total Securities Carrying Value Weighted Average Coupon Carrying Value Weighted Average Coupon Carrying Value Fair Value Weighted Average Coupon (Dollars in thousands) $ — — % $ — — % $ — — % $ 5,825 — % $ 5,825 $ 6,660 — % — — — — 75,639 2.74 528,135 2.01 603,774 598,439 2.10 — — 14,972 2.55 142,704 2.16 864,707 1.94 1,022,383 1,008,587 1.98 — — — — — — — — 47,538 1.84 47,538 46,747 1.84 14,972 2.55 218,343 2.36 1,440,380 1.96 1,673,695 1,653,773 2.02 $ — — % $14,972 2.55% $218,343 2.36% $1,446,205 1.95% $1,679,520 $1,660,433 2.01% $ — — $ 2,128 33,348 1.54 75 — 33,348 — 1.54 — 2,203 1.55 3.63 — 1.62 $ — — — — $ — — $ 2,128 $ 2,140 1.55 4,555 9.13 37,978 39,493 2.45 5,000 5,000 5.13 5.13 39,092 43,647 2.28 2.99 44,092 84,198 84,245 125,878 2.60 2.51 — — — — 18,121 2.06 392,012 2.17 410,133 407,424 2.17 — — 25,084 1.77 56,314 1.89 1,163,435 2.32 1,244,833 1,233,079 2.29 — — — — — — — — 16,392 2.27 16,392 16,420 2.27 25,084 1.77 74,435 1.93 1,571,839 2.28 1,671,358 1,656,923 2.26 $33,348 1.54% $27,287 1.76% $ 79,435 2.13% $1,615,486 2.30% $1,755,556 $1,782,801 2.27% Available-for-Sale: Equity securities Mortgage-backed securities: Federal Home Loan Mortgage Corporation Federal National Mortgage Association Government National Mortgage Association Total mortgage- backed securities Total available-for- sale securities 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 Government National Mortgage Association Total mortgage- backed securities Total held-to-maturity securities 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 18 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. Deposits. At December 31, 2016, we held $15.28 billion in total deposits, representing 76.2% of our total liabilities. Over the past several years, we have revised our deposit strategy 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 may be less sensitive to changes in market interest rates. At December 31, 2016, we held $12.33 billion in core deposits, representing 80.7% of total deposits, of which $736.8 million are brokered money market deposits. At December 31, 2016, $2.95 billion, or 19.3%, of our total deposit balances were certificates of deposit, which included $687.8 million of brokered certificates of deposits. In addition, municipal deposits are a significant source of funds. At December 31, 2016 $3.36 billion, or 22.0% of our total deposits consisted of public fund deposits from local government entities. We have a suite of commercial deposit products, designed to appeal to small and mid-sized 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. K - 0 1 M R O F 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. We intend to continue to invest in de novo branches, technology platforms and 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 consumers, businesses and municipalities which operate in our marketplace. The following table sets forth the distribution of total deposit accounts, by account type, at the dates indicated. 2016 Percent of Total Deposits Weighted Average Rate Balance At December 31, 2015 Percent of Total Deposits Weighted Average Rate Balance Balance (Dollars in thousands) 2014 Percent of Total Deposits Weighted Average Rate $ 2,173,493 14.2% —% $ 1,890,536 13.4% —% $ 1,249,070 10.3% —% 3,916,208 25.6 0.45 2,745,489 19.5 0.29 2,643,769 21.7 0.29 4,150,583 2,092,989 2,947,560 27.2 13.7 19.3 0.65 0.29 0.91 3,861,317 2,150,004 3,416,310 27.5 15.3 24.3 0.67 0.29 1.14 3,390,238 2,318,911 2,570,338 27.9 19.1 21.1 0.71 0.27 1.00 Non-interest bearing: Checking accounts Interest-bearing: Checking accounts Money market deposits Savings Certificates of deposit Total deposits $15,280,833 100.0% 0.51% $14,063,656 100.0% 0.56% $12,172,326 100.0% 0.53% 19 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, 2016 2015 2014 (Dollars in thousands) $ 639,425 194,827 643,526 1,427,999 31,956 9,827 $ 606,970 304,458 384,941 1,791,549 301,930 26,462 $ 703,630 511,058 389,815 512,383 386,775 66,677 $2,947,560 $3,416,310 $2,570,338 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, 2016. Within 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) 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% $245,644 $135,462 17,677 169,049 316,340 301 4,273 45,038 49,876 154,188 12,959 3,081 $206,213 38,379 210,713 254,241 1,413 1,153 $ 24,500 93,428 84,423 471,009 561 631 $ 8,503 236 40,490 183,506 4,661 110 $ 19,103 $ 639,425 194,827 643,526 1,427,999 31,956 9,827 69 88,975 48,715 12,061 579 Total $510,786 $643,102 $712,112 $674,552 $237,506 $169,502 $2,947,560 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, 2016. Three months or less Over three months through six months Over six months through one year Over one year Total At December 31, 2016 (In thousands) $ 254,540 446,897 475,175 761,698 $1,938,310 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. 20 K - 0 1 M R O F 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 At or for the Year Ended December 31, 2016 2015 2014 2013 2012 (Dollars in thousands) $4,391,420 $3,106,783 $2,598,186 $3,099,593 $2,650,652 2,068,006 2,548,744 3,663,087 2,650,652 3,230,000 4,391,420 2,997,873 3,548,000 3,015,058 3,586,000 1.79% 1.86% 2.12% 2.06% 2.24% 2.19% 1.83% 1.90% 2.14% 2.60% 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, 2016 2015 2014 2013 2012 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 $154,831 153,000 154,831 (Dollars in thousands) $167,918 192,865 261,205 $156,307 159,438 163,000 $267,681 164,415 267,681 $ 55,000 156,120 250,000 2.19% 2.16% 2.21% 2.25% 2.28% 2.02% 1.60% 1.50% 3.94% 3.93% Investors Bancorp, Inc. has two direct subsidiaries: Marathon Statutory Trust II and Investors Bank. 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, 2016, the balance of securities issued was $5.0 million. Investors Bank. Investors Bank is a New Jersey chartered savings bank headquartered in Short Hills, New Jersey. Originally founded in 1926, the bank is in the business of attracting deposits from the public through its branch network and borrowing funds in the wholesale markets to originate loans and to invest in securities. Investors Bank has the following direct and indirect subsidiaries: Investors Home Mortgage, Investors Investment Corp., Investors Commercial, Inc., Investors Financial Group, Inc., My Way Development LLC, Marathon Realty Investors Inc. and Investors Financial Group Insurance Agency, Inc. In addition, Investors Bank has the following direct and indirect subsidiaries that are dormant and are in the process of being dissolved or merged into other subsidiaries: MNBNY Holding Inc., Roma Capital Investment Corp., Roma Service Corporation, B.F.S. Agency, Inc. and 3D Holding Company, Inc. Investors Bank also acquired additional subsidiaries in 2012 as a result of the merger with Brooklyn Federal Bancorp, Inc. 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 Bank has two additional subsidiaries which are inactive. The subsidiaries are Investors Financial Services, Inc. and Investors Real Estate Corporation. • 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 21 F O R M 1 0 - K name it does business under from ISB Mortgage Co., LLC to Investors Home Mortgage. Investors Home Mortgage serves as Investors Bank’s retail lending production arm throughout the branch network. • • • Investors Investment Corp. Investors 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. 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 for Bank owned real estate. • 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 • Investors Financial Group Insurance Agency, Inc. Investors Financial Group Insurance Agency, Inc. is a New Jersey licensed insurance agency formed in 2016. The purpose of this subsidiary is to receive commissions relating to the sale of certain insurance products, including, but not limited to, life insurance, fixed annuities and indexed annuities. Enterprise Risk Management Framework Our Board of Directors oversees our risk management process, including the bank-wide approach to risk management, carried out by our management. Our Board approves the strategic plans and the policies that set standards for the nature and level of risk we are willing to assume. The Board receives reports on the management of critical risks and the effectiveness of risk management systems. While our full Board maintains the ultimate oversight responsibility for the risk management process, its committees, including Audit, Risk Oversight and Compensation committees, oversee risk in certain specified areas. The Risk Oversight Committee of the Board meets quarterly and provides independent oversight of all risk functions. Our Board has assigned responsibility to our Chief Risk Officer for maintaining the Enterprise Risk Management (“ERM”) framework to identify, assess, manage and mitigate risks in the execution of our strategic goals and objectives and ensure we operate in a safe and sound manner in accordance with the Board approved policies. The Bank is continuing to enhance its risk management systems, policies and procedures and has added significant staffing and expertise in 2016. The Bank’s Management Risk Committee meets regularly and provides governance over risk policy and risk escalation. The ERM framework supports a culture that promotes proactive risk management by all Investors Bank Employees, a risk appetite framework, with defined risk tolerance limits, and risk governance with a three line of defense model to manage and oversee risk. In a three line of defense structure, each line of business and corporate function serve as the first line of defense and have responsibility for identifying, assessing, managing and mitigating risks in their area. Independent Risk 22 Management serves as the second line of defense and is responsible for providing guidance, oversight and appropriate challenge to the first line of defense. Internal Audit serves as the third line of defense and ensures that appropriate risk management controls, processes and systems are in place and functioning effectively. Our ERM framework is consistent with common industry practices and regulatory guidance and is appropriate to our size, growth trajectory and the complexity of our business activities. The ERM Framework encompasses the following categories of risks; credit risk, interest rate risk, liquidity risk, price risk, operational risk, model risk, supplier risk, fraud risk, information security including cybersecurity, compliance risk, strategic risk, and reputational risk. Personnel As of December 31, 2016, we had 1,811 full-time employees and 18 part-time employees. The employees are not represented by a collective bargaining unit and we consider our relationship with our employees to be good. K - 0 1 M R O F 23 F O R M 1 0 - K 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 a bank holding company controlling Investors Bank, Investors Bancorp, Inc. is 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 Bancorp, Inc. is 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. We are unable to predict these future changes or the effects, if any, that these changes could have on the business, revenues, and results of Investors Bank and its subsidiaries. The federal government has recently implemented and announced programs designed to bolster the capital of U.S. banks. Some of these programs have, and any future programs may, impose additional rules and regulations on us, some of which may affect the way we conduct our business and/or limit our ability to compete effectively. Federal and state banking laws also require us to take steps to protect consumers. Bank regulatory agencies are increasingly focusing attention on compliance with consumer protection laws and regulations. These laws include disclosures regarding truth in lending, truth in savings and funds availability under various statutes and regulations, privacy protection under the Gramm-Leach-Bliley Act of 1999, and prohibitions on discrimination in the provision of banking services. In addition, the Consumer Financial Protection Bureau (“CFPB”) is responsible for interpreting and enforcing a broad range of consumer protection laws governing the provision of deposit accounts and the making of loans, including the regulation of mortgage lending and servicing. For further discussion on consumer protection and the role of the CFPB, see “Dodd-Frank Act.” We have incurred and may in the future incur additional costs in complying with these requirements. 24 Dodd-Frank Act The Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”), signed into law on July 21, 2010, made extensive changes to the laws regulating financial services firms. The Dodd-Frank Act also required significant rulemaking and mandated multiple studies that have resulted and are likely to continue to result in additional legislative and regulatory actions that will impact the operations of the Bank. Under the Dodd-Frank Act, federal bank regulatory agencies are required to draft and implement enhanced supervision, examination and capital and liquidity standards for depository institutions. The capital provisions of the Dodd- Frank Act include, among other things, changes to capital, leverage limits and limitations on the use of hybrid capital instruments. The Dodd-Frank Act also imposed new restrictions on investments and other activities by depository institutions, particularly with respect to derivatives activities and proprietary trading. The Dodd-Frank Act also gave federal bank regulatory agencies, such as the Federal Reserve and the FDIC, additional latitude to monitor the systemic safety of the financial system and take responsive action, which could include imposing restrictions on the business activities of the Bank. In addition, the Dodd-Frank Act authorized the federal regulators to impose various new assessments and fees, which could increase the Bank’s operational costs. The Dodd-Frank Act required banks with total consolidated assets of more than $10 billion to conduct annual stress tests. The Dodd-Frank Act also required the FDIC, in coordination with federal financial regulatory agencies, to issue regulations establishing methodologies for stress testing that provide for at least three different sets of conditions, including baseline, adverse, and severely adverse. The regulations also require banks to publish a summary of the results of the stress tests. In October 2012, the FDIC issued a final rule regarding annual stress tests requiring a bank subject to the rule to assess the quarterly impact of stress scenarios on the bank’s capital over a horizon of nine quarters. K - 0 1 M R O F The Bank has developed a repeatable and comprehensive process to comply with the stress testing requirements, which involves the Board of Directors, Senior Management and Risk Management, along with third-party consultants who assist in this process. The Board of Directors receives regular updates as to the progress and challenges in complying with this regulatory requirement. The Bank submitted its stress tests results by July 31, 2016, as required, and published updated stress test results on October 25, 2016. The stress testing results affirmed the adequacy of the Bank’s capital, even under severe economic conditions. As the related methodologies and best practices for banks of Investors’ size continue to evolve, the stress testing process requires significant investment and we continue to seek ways to maximize shareholder value from the process while complying with regulatory requirements. In addition, in December 2013 federal regulators adopted a final rule implementing the “Volcker Rule” enacted as part of the Dodd-Frank Act. The Volcker Rule prohibits (subject to certain exceptions) banks and their affiliates from engaging in short-term proprietary trading in securities and derivatives and from investing in and sponsoring certain unregistered investment companies (including not only such entities as hedge funds, commodity pools and private equity funds, but also a range of asset securitization structures that do not meet exemptive criteria in the final rules). The rules also require banks to develop compliance and control programs, including board of directors’ oversight, appropriate for the size of the bank and the types and complexity of its activities. Investors Bank has complied with the provisions of the Volcker Rule and has developed a governance and control program to ensure appropriate oversight and on-going compliance. All federal prohibitions on the ability of financial institutions to pay interest on demand deposit accounts were repealed as part of the Dodd-Frank Act. As a result, beginning on July 21, 2011, financial institutions could commence offering interest on demand deposits to compete for clients. Our interest expense will increase and our net interest margin will decrease if we have to offer higher rates of interest than we currently offer on demand deposits to attract additional clients or maintain current clients, which could have a material adverse effect on our business, financial condition and results of operations. Thus far, the change has not had a meaningful effect on our business. 25 The Dodd-Frank Act also established the new federal CFPB. This agency is responsible for interpreting and enforcing a broad range of consumer protection laws (“Federal Consumer Financial Laws”) that govern the provision of deposit accounts and the making of loans, including the regulation of mortgage lending and servicing. This includes laws such as the Equal Credit Opportunity Act, the Truth in Lending Act, the Truth in Savings Act, the Home Mortgage Disclosure Act, the Real Estate Settlement Procedures Act, the Equal Credit Opportunity Act, and the Fair Credit Reporting Act. In 2012, the CFPB proposed an integrated disclosure in connection with mortgage origination that incorporates disclosure requirements under the Real Estate Settlement Procedures Act and the Truth-in-Lending Act. The CFPB issued a final rule regarding the integrated disclosure in December 2013, and the disclosure requirement became effective in October 2015. In accordance with deadlines set by the Dodd-Frank Act, the CFPB issued final rules in January 2013 related to new mortgage servicing standards, and mortgage lending requirements that establish a “qualified mortgage” which will fulfill the Dodd-Frank Act requirement that mortgages be provided to borrowers with an ability to repay. These mortgage servicing and lending rules became effective in January 2014. These and other CFPB regulations will increase the Bank’s compliance expenses, and limit the terms under which the Bank can provide consumer financial products. F O R M 1 0 - K Additionally the CFPB has the authority to take enforcement action against banks and other financial services companies that fail to satisfy the standards imposed by it. As an insured depository institution with total assets of more than $10 billion, the Bank is subject to CFPB supervision and examination of compliance with Federal Consumer Financial Laws. The Dodd-Frank Act also permits states to adopt stricter consumer protection laws and state attorneys general to enforce consumer protection rules issued by the CFPB. As a result of these aspects of the Dodd-Frank Act, the Bank is operating in a consumer compliance environment that will be far less certain. Therefore, the Bank is likely to incur additional costs related to consumer protection compliance, including but not limited to potential costs associated with CFPB examinations, regulatory and enforcement actions and consumer-oriented litigation, which is likely to continue to increase as a result of the consumer protection provisions of the Dodd-Frank Act. In addition to creating the CFPB, the Dodd-Frank Act, among other things, directed changes in the way that institutions are assessed for deposit insurance, mandated the imposition of tougher consolidated capital requirements on holding companies, required originators of securitized loans to retain a percentage of the risk for the transferred loans, imposed regulatory rate-setting for certain debit card interchange fees, repealed restrictions on the payment of interest on commercial demand deposits and required reforms related to mortgage originations. At this time, it continues to be difficult to predict the full extent to which the Dodd-Frank Act or the resulting regulations will impact the Bank’s business. However, compliance with certain of these new laws and regulations could result in restraints on, and additional costs to, our business. It is also difficult to predict the continuing impact the Dodd-Frank Act will have on our competitors and on the financial services industry as a whole. In addition to the continuing legislative and regulatory initiatives described above, competitive and industry factors could also adversely impact our results, the cost of our operations, our financial condition and our liquidity. 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; 26 K - 0 1 M R O F • • 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 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. Federal Banking Regulation Capital Requirements. Federal regulations require FDIC-insured depository institutions to meet several minimum capital standards: a common equity Tier 1 capital to risk-based assets ratio of 4.5%, a Tier 1 capital to risk-based assets ratio of 6.0%, a total capital to risk-based assets of 8%, and a 4% Tier 1 capital to total assets leverage ratio. The existing capital requirements were effective January 1, 2015 and are the result of a final rule implementing regulatory amendments based on recommendations of the Basel Committee on Banking Supervision and certain requirements of the Dodd-Frank Act. For the purposes of the capital standards, common equity Tier 1 capital is generally defined as common stockholders’ equity and retained earnings. Tier 1 capital is generally defined as common equity Tier 1 and additional Tier 1 capital. Additional Tier 1 capital includes certain noncumulative perpetual preferred stock and 27 F O R M 1 0 - K related surplus and minority interests in equity accounts of consolidated subsidiaries. Total capital includes Tier 1 capital (common equity Tier 1 capital plus additional Tier 1 capital) and Tier 2 capital. Tier 2 capital is comprised of capital instruments and related surplus, meeting specified requirements, and may include cumulative preferred stock and long-term perpetual preferred stock, mandatory convertible securities, intermediate preferred stock and subordinated debt. Also included in Tier 2 capital is the allowance for loan and lease losses limited to a maximum of 1.25% of risk-weighted assets and, for institutions that have exercised an opt-out election regarding the treatment of Accumulated Other Comprehensive Income (“AOCI”), up to 45% of net unrealized gains on available-for-sale equity securities with readily determinable fair market values. Institutions that have not exercised the AOCI opt-out have AOCI incorporated into common equity Tier 1 capital (including unrealized gains and losses on available-for-sale-securities). Calculation of all types of regulatory capital is subject to deductions and adjustments specified in the regulations. In determining the amount of risk-weighted assets for purposes of calculating risk-based capital ratios, all assets, including certain off-balance sheet assets (e.g., recourse obligations, direct credit substitutes, residual interests) are multiplied by a risk weight factor assigned by the regulations based on the risks believed inherent in the type of asset. Higher levels of capital are required for asset categories believed to present greater risk. For example, a risk weight of 0% is assigned to cash and U.S. government securities, a risk weight of 50% is generally assigned to prudently underwritten first lien one to four- family residential mortgages, a risk weight of 100% is assigned to commercial and consumer loans, a risk weight of 150% is assigned to certain past due loans and a risk weight of between 0% to 600% is assigned to permissible equity interests, depending on certain specified factors. In addition to establishing the minimum regulatory capital requirements, the regulations limit capital distributions and certain discretionary bonus payments to management if the institution does not hold a “capital conservation buffer” consisting of 2.5% of common equity Tier 1 capital to risk-weighted asset above the amount necessary to meet its minimum risk-based capital requirements. The capital conservation buffer requirement is being phased in beginning January 1, 2016 at 0.625% of risk-weighted assets and increasing each year until fully implemented at 2.5% on January 1, 2019. In assessing an institution’s capital adequacy, the FDIC takes into consideration, not only these numeric factors, but qualitative factors as well, and has the authority to establish higher capital requirements for individual institutions where deemed necessary. 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. 28 The following table shows the Bank and the Company’s Tier 1 leverage ratio, Common Equity Tier 1 risk- based capital, Tier 1 risk-based capital and Total risk-based capital ratios as of December 31, 2016: Bank: Tier 1 Leverage Ratio Common Equity Tier 1 Risk-Based Capital Tier 1 Risk-Based Capital Total Risk-Based Capital Investors Bancorp, Inc.: Tier 1 Leverage Ratio Common Equity Tier 1 Risk-Based Capital Tier 1 Risk-Based Capital Total Risk-Based Capital As of December 31, 2016(1) Amount Ratio (Dollars in thousands) $2,736,173 2,736,173 2,736,173 2,965,720 $3,066,401 3,066,401 3,066,401 3,295,948 12.03% 14.75 14.75 15.99 13.48% 16.52 16.52 17.75 K - 0 1 M R O F (1) For purposes of calculating Tier 1 leverage ratio, 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, 2016, both the Bank and the Company were considered “well capitalized” under applicable regulations. 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 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 the 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 29 F O R M 1 0 - K 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 0.15% 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) 4.50% of outstanding borrowing from the FHLB; (2) 4.50% 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, which for 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, 2016, the amount of FHLB stock held by Investors Bank 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. 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. Federal law establishes a prompt corrective action framework to resolve the problems of undercapitalized institutions. The FDIC has adopted regulations to implement the prompt corrective action legislation. Those regulations were amended effective January 1, 2015 to incorporate the previously mentioned increased regulatory capital standards that were effective on the same date. An institution is deemed 30 K - 0 1 M R O F to be “well capitalized” if it has a total risk-based capital ratio of 10.0% or greater, a Tier 1 risk-based capital ratio of 8.0% or greater, a leverage ratio of 5.0% or greater and a common equity Tier 1 ratio of 6.5% or greater. An institution is “adequately capitalized” if it has a total risk-based capital ratio of 8.0% or greater, a Tier 1 risk- based capital ratio of 6.0% or greater, a leverage ratio of 4.0% or greater and a common equity Tier 1 ratio of 4.5% or greater. An institution is “undercapitalized” if it has a total risk-based capital ratio of less than 8.0%, a Tier 1 risk-based capital ratio of less than 6.0%, a leverage ratio of less than 4.0% or a common equity Tier 1 ratio of less than 4.5%. An institution is deemed to be “significantly undercapitalized” if it has a total risk-based capital ratio of less than 6.0%, a Tier 1 risk-based capital ratio of less than 4.0%, a leverage ratio of less than 3.0% or a common equity Tier 1 ratio of less than 3.0%. An institution is considered to be “critically undercapitalized” if it has a ratio of tangible equity (as defined in the regulations) to total assets that is equal to or less than 2.0%. 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 bank 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 was classified as “well-capitalized” under the prompt corrective action framework as of December 31, 2016. 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. In October 2015, the FDIC issued a proposed rule that would impose an annual 4.5 basis point surcharge on institutions with assets of $10 billion or more. The surcharge would exist until the Deposit Insurance Fund ratio reaches 1.35% (which the FDIC estimates as eight calendar quarters). This rule became effective July 1, 2016 and implements a requirement of the Dodd-Frank Act that institutions with assets of $10 billion or more be responsible for increasing the Deposit Insurance Fund reserve ratio from 1.15% to 1.35%. 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 31 applicable law, regulation, rule, order or condition imposed by the FDIC. We are not currently aware of any practice, condition or violation that may lead to termination of our deposit insurance. In addition to the FDIC assessments, the Financing Corporation 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 quarter ended December 31, 2016, the annualized Financing Corporation assessment was equal to 0.56 basis points of total average assets less tangible capital. 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: F O R M 1 0 - K • • 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 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 specific 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 its privacy policy, including identifying with whom it shares “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 it 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 it 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 includes administrative, technical and physical safeguards appropriate to the size and complexity of the institution and the nature and scope of its activities. The 32 K - 0 1 M R O F 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 2014. 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. 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. 33 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 primary 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 F O R M 1 0 - K 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 $15.5 million and up to $115.1 million, and 10% against transaction accounts in excess of up to $115.1 million. The first $15.5 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. that portion of total 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 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 contains measures intended to encourage information sharing among bank regulatory and law enforcement agencies. 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 compliance programs that includes policies, procedures, and internal controls; the appointment of an anti-money laundering compliance officer; an effective training program; and independent testing; • Making of certain reports to FinCEN and law enforcement that are designated to assist in the detection and prevention of money laundering and terrorist financing activities; • • Establishment of a program specifying procedures for obtaining and maintaining certain records from customers seeking to open new accounts, including verifying the identity of customers within a reasonable period of time; Establishment of enhanced due diligence policies, procedures and controls designed to detect and report money-laundering, terrorist financing and other suspicious activity; 34 • Monitoring account activity for suspicious transactions; and • Impose a heightened level of review for certain high risk customers or accounts. 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. On August 12, 2016, Investors Bank agreed to enter into an informal agreement (“Informal Agreement”) with the FDIC and the New Jersey Department of Banking and Insurance (“NJDOBI”) with regard to Bank Secrecy Act (“BSA”) and Anti-Money Laundering (“AML”) compliance matters. Investors Bank agreed to; 1) develop, adopt and implement a system of internal controls designed to ensure full compliance with BSA; 2) conduct a comprehensive validation of Investors Bank’s BSA/AML automated compliance system; and 3) develop, adopt and implement effective training programs relating to BSA. Investors Bank also agreed to review certain transactions and accounts for BSA and AML compliance and to establish a Compliance Committee of the Board. Numerous actions have been taken or commenced by Investors Bank to strengthen its BSA and AML compliance practices, policies, procedures and controls. Investors Bank has enhanced its risk management and compliance programs through restructured reporting lines, improved technology and increased staff, including hiring senior personnel. K - 0 1 M R O F Holding Company Regulation Inc., are subject including Investors Bancorp, Federal Regulation. Bank holding companies, to examination, regulation and periodic reporting under the Bank Holding Company Act, as administered by the Federal Reserve Board. Federal Reserve Board regulations imposed consolidated capital adequacy requirements on bank holding companies. The Dodd-Frank Act required 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. Among other things, the Dodd-Frank Act eliminated the inclusion of certain instruments from tier 1 capital, such as trust preferred securities, that were previously includable for bank holding companies. The Dodd-Frank Act grandfathered 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 final rules on regulatory capital, effective January 1, 2015, implemented the Dodd-Frank Act directive. The capital requirements applicable to Investors Bancorp, Inc. are now identical to those applying to the Bank. As of December 31, 2016, Investors Bancorp, Inc.’s regulatory capital ratios exceeded these minimum capital requirements. See “Federal Banking Regulation — Capital Requirements.” 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. 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 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 35 F O R M 1 0 - K 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 guidance sets forth the supervisory expectation that bank holding companies will inform and consult with Federal Reserve Board staff in advance of issuing a dividend that exceeds earnings for the quarter and should inform the Federal Reserve Board and should eliminate, defer or significantly reduce dividends if (i) net income available to shareholders for the past four quarters, net of dividends previously paid during that period, is not sufficient to fully fund the dividends, (ii) prospective rate of earnings retention is not consistent with the bank holding company’s capital needs and overall current and prospective financial condition, or (iii) the bank holding company will not meet, or is in danger of not meeting, its minimum regulatory capital adequacy ratios. A bank holding company is required to provide 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, would 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 that has received a composite “1” or “2” rating, as well as a “satisfactory” rating for Reserve Board, 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 is 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”; 36 K - 0 1 M R O F • • 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. 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. The Riegle-Neal Interstate Banking and Branching Efficiency Act of 1994, as amended by Section 613 of the Dodd-Frank Act, regulates interstate banking activities by establishing a framework for nationwide interstate banking and branching. As amended, this interstate banking and branching authority generally permits a bank in one state to establish a de novo branch at a location in another host state if state banks chartered in such host state would also be permitted to establish a branch at that location in the state. Under these amendments, Investors Bank is permitted to establish branch offices in other states in addition to its existing New Jersey and New York branch offices. The Gramm-Leach-Bliley Act of 1999 eliminated most of the barriers to affiliations among banks, securities firms, insurance companies, and other financial companies previously imposed under federal banking laws if certain criteria are satisfied. Certain subsidiaries of well-capitalized and well-managed banks may be treated as “financial subsidiaries,” which are generally permitted to engage in activities that are financial in nature, including securities underwriting, dealing, and market making; sponsoring mutual funds and investment companies, and other activities that the Federal Reserve has determined to be closely related to banking. 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. 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. 37 As directed by the Sarbanes-Oxley Act, our Chief Executive Officer and Chief Financial Officer are required to certify that our quarterly and annual reports do not contain any untrue statement of a material fact. The rules adopted by the SEC under the Sarbanes-Oxley Act have several requirements, including having these officers certify that: they are responsible for establishing, maintaining and regularly evaluating the effectiveness of our internal control over financial reporting; they have made certain disclosures to our auditors and the audit committee of the Board of Directors about our internal control over financial reporting; and they have included information in our quarterly and annual reports about their evaluation and whether there have been changes in our internal control over financial reporting or in other factors that could materially affect internal control over financial reporting. We have existing policies, procedures and systems designed to comply with these regulations. Federal Taxation Taxation F O R M 1 0 - K 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. The Internal Revenue Service completed its examination of the Company’s 2013 and 2014 federal tax returns in 2016. 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. 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, 2016, Investors Bank’s total federal pre-base year reserve was approximately $45.2 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. 38 K - 0 1 M R O F Net Operating Loss Carryovers. A corporation may carry back net operating losses to the preceding two taxable years and forward to the succeeding 20 taxable years. On May 7, 2014, the second step conversion was completed. The new consolidated group resulting from the second step has the ability to carry back claims normally allowed under federal tax law to the old consolidated group. As of December 31, 2016, the Company had total federal net operating loss carryforwards of $7.1 million related to prior acquisitions. 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. 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%. At December 31, 2016, 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 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 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. In connection with the Company’s second step conversion, a $20.0 million charitable contribution was made to the Investors Charitable Foundation, $10.0 million of which was made by Investors Bank and the remaining $10.0 million by Investors Bancorp, Inc. For Investors Bancorp, Inc., the excess contribution over the allowable deduction limit for the standalone entity may be carried forward to the succeeding 5 taxable years. Based on the entity’s standalone future state taxable income, a valuation allowance was established for the portion of the state tax benefit related to the contribution that is not more likely than not to be realized. New York State Taxation. In 2014, New York State enacted significant and comprehensive reforms to its corporate tax system that went into effect January 1, 2015. The new legislation resulted in significant changes to the method of calculating income taxes for banks, including changes to future period tax rates, rules relating to the sourcing of income, and the elimination of the banking corporation tax so that banking corporations will now be taxed under the State’s corporate franchise tax. The corporate franchise tax is based on the combined entire net income of the Company and its affiliates allocable and apportionable to New York State and taxed at a rate of 6.5%. The amount of revenues that are sourced to New York State under the new legislation can be expected to fluctuate over time. In addition, the Company and its affiliates are subject to the Metropolitan Transportation Authority (“MTA”) Surcharge allocable to business activities carried on in the Metropolitan Commuter Transportation District. The MTA surcharge for 2016 was 28.0% of a recomputed New York State franchise tax, calculated using a 9% tax rate on allocated and apportioned entire net income. Investors Bank is currently under audit with respect to its New York State combined franchise tax return for tax years 2013 and 2014. 39 New York City Taxation. In 2015, New York City enacted provisions to its tax law to conform its corporate and banking tax laws to those of New York State, retroactive to January 1, 2015. The Company and its affiliates are subject to the new combined corporate tax for New York City calculated on a similar basis as the New York State franchise tax, subject to the New York City apportionment rules. While the majority of the Company’s entire net income is derived from outside of the New York City jurisdiction, the new sourcing rules enacted by the tax law provisions have increased the income apportioned to New York City and in turn, caused an increase to our effective tax rate. 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. 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. F O R M 1 0 - K Because we intend to continue to increase our commercial originations, our credit risk will increase. At December 31, 2016, our portfolio of multi-family, commercial real estate, C&I and construction loans totaled $13.50 billion, or 71.8% of our total loans. We intend to continue to increase our originations of multi- family, commercial real estate and C&I loans, which generally have more risk than one- to four-family residential mortgage loans. Since repayment of commercial 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, local economy or the management of the business or property. 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. If the bank regulators impose limitations on our commercial real estate lending activities, our earnings could be adversely affected. In 2006, the FDIC, the Office of the Comptroller of the Currency and the Board of Governors of the Federal Reserve System (collectively, the “Agencies”) issued joint guidance entitled “Concentrations in Commercial Real Estate Lending, Sound Risk Management Practices” (the “CRE Guidance”). Although the CRE Guidance did not establish specific lending limits, it provides that a bank’s commercial real estate lending exposure may receive increased supervisory scrutiny where total non-owner occupied commercial real estate loans, including loans secured by apartment buildings, investor commercial real estate and construction and land loans, represent 300% or more of an institution’s total risk-based capital and the outstanding balance of the commercial real estate loan portfolio has increased by 50% or more during the preceding 36 months. Our level of non-owner occupied commercial real estate equaled 386% of Bank total risk-based capital at December 31, 2016. 40 In December 2015, the Agencies released a new statement on prudent risk management for commercial real estate lending (the “2015 Statement”). In the 2015 Statement, the Agencies express concerns about easing commercial real estate underwriting standards, direct financial institutions to maintain underwriting discipline and exercise risk management practices to identify, measure and monitor lending risks, and indicate that the Agencies will continue “to pay special attention” to commercial real estate lending activities and concentrations going forward. If the FDIC, the Bank’s primary federal regulator were to impose restrictions on the amount of commercial real estate loans we can hold in our portfolio, or require higher capital ratios as a result of the level of commercial real estate loans we hold, our earnings would be adversely affected. 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, 2016 of $228.4 million was 1.21% of total loans and 220.18% 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. K - 0 1 M R O F Significant portions of our multi-family loan portfolio and commercial real estate portfolio and nearly all of our C&I loan portfolio are unseasoned. It is difficult to judge the future performance of unseasoned loans. Our multi-family loan portfolio has increased to $7.46 billion at December 31, 2016 from $3.0 billion at December 31, 2012. Our commercial real estate portfolio has increased to $4.45 billion at December 31, 2016 from $1.97 billion at December 31, 2012. Our C&I loan portfolio has increased to $1.28 billion at December 31, 2016 from $169.3 million at December 31, 2012. Consequently, a large portion of our multi-family loans and 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 economic environment since 2012. These loans may experience higher delinquency or charge-off levels than our historical loan portfolio experience, which could adversely affect our future performance. 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.” 41 F O R M 1 0 - K 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, 2016, the fair value of our total securities portfolio was $3.44 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. The economic value of equity analysis is the discounted present value of expected cash flows from assets, liabilities and off-balance sheet contracts. At December 31, 2016, 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 6.2% or $40.9 million decrease in net interest income and 11.5% or $550.7 million decrease in economic value of equity. Historically low interest rates may adversely affect our net interest income and profitability. During the past several years it has been the policy of the Federal Reserve Board to maintain interest rates at historically low levels. 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. 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. 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 $12.72 billion at December 31, 2012 to $23.17 billion at December 31, 2016. 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, remain in good standing with our regulators, 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. Public funds deposits are an important source of funds for us and a reduced level of those deposits may hurt our profits. Public funds deposits are a significant source of funds for our lending and investment activities. At December 31, 2016, $3.36 billion, or 22.0% of our total deposits, consisted of public funds deposits from local 42 government entities, primarily domiciled in the state of New Jersey, such as school districts, hospital districts, sheriff departments and other municipalities, which are collateralized by letters of credit from the FHLB and investment securities. Given our use of these high-average balance public funds deposits as a source of funds, our inability to retain such funds could adversely affect our liquidity. Further, our public funds deposits are primarily demand deposit accounts or short-term time deposits and are therefore more sensitive to interest rate risks. If we are forced to pay higher rates on our public funds accounts to retain those funds, or if we are unable to retain such funds and we are forced to resort to other sources of funds for our lending and investment activities, such as borrowings from the FHLB, the interest expense associated with these other funding sources may be higher than the rates we are currently paying on our public funds deposits, which would adversely affect our net income. 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. K - 0 1 M R O F FHLB funds are an important source of funding for the Company and a reduced level may have an adverse impact on our liquidity, results of operations and financial condition. We borrow directly from the FHLB and various financial institutions. Our financial flexibility will be severely constrained if we are unable to maintain our access to funding or if adequate financing is not available to accommodate future growth at acceptable interest rates. If we are unable to secure alternative funding or need to rely on more expensive funding sources, our operating margins, profitability and liquidity would be negatively impacted. We may incur impairments to goodwill. At December 31, 2016, 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 CFPB, with respect to consumer protection laws. As a bank holding company, Investors Bancorp is 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 43 F O R M 1 0 - K 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, restrictions on our ability to pay dividends and make other capital distributions to shareholders, the classification of our assets and the adequacy of our allowance for loan losses, compliance and privacy issues (including anti-money laundering and 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. 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. Investors Bank Entered Into an Informal Agreement with the Federal Deposit Insurance Corporation and the New Jersey Department of Banking and Insurance. On August 12, 2016, Investors Bank agreed to enter into an informal agreement (“Informal Agreement”) with the FDIC and the New Jersey Department of Banking and Insurance (“NJDOBI”) with regard to Bank Secrecy Act (“BSA”) and Anti-Money Laundering (“AML”) compliance matters. Investors Bank agreed to; 1) develop, adopt and implement a system of internal controls designed to ensure full compliance with BSA; 2) conduct a comprehensive validation of Investors Bank’s BSA/AML automated compliance system; and 3) develop, adopt and implement effective training programs relating to BSA. Investors Bank also agreed to review certain transactions and accounts for BSA and AML compliance and to establish a Compliance Committee of the Board. Numerous actions have been taken or commenced by Investors Bank to strengthen its BSA and AML compliance practices, policies, procedures and controls. Investors Bank has enhanced its risk management and compliance programs through restructured reporting lines, improved technology and increased staff, including hiring senior personnel. The failure to achieve compliance with the requirements of the Informal Agreement could lead to further action by the FDIC and NJDOBI, which could adversely affect Investors Bank. The costs to remediate are unknown and could adversely affect our growth prospects, financial condition and results of operations. A 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 relative to prior post-recession periods despite the Federal Reserve Board’s unprecedented efforts to maintain low market interest rates and encourage economic growth. 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. Declines in real estate values and sales volumes and 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. 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 44 K - 0 1 M R O F 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. Although we have successfully integrated business acquisitions in recent years, failure to successfully integrate systems subsequent to the completion of any future acquisitions could have a material impact on the operations of Investors Bank. Future acquisition activity could dilute book value. Both nationally and in our region, 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 the CFPB, tightened capital standards and will continue to result in new laws and regulations that are expected to increase our costs of operations. investment, The Dodd-Frank Act has significantly changed the current bank regulatory structure and affecting the lending, deposit, institutions and their holding trading and operating activities of financial 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 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 required 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 excludes (subject to certain grandfathering rules) certain instruments that previously have been eligible for inclusion by bank holding companies as Tier 1 capital, such as trust preferred securities. Regulations implementing this requirement were effective January 1, 2015. 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. The Dodd-Frank Act also broadened 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 increased the maximum amount of deposit insurance for banks, savings institutions and credit unions to $250,000 per depositor, retroactive to January 1, 2009. The legislation 45 F O R M 1 0 - K also increased the required minimum reserve ratio for the Deposit Insurance Fund from 1.15% to 1.35% of insured deposits, and directed the FDIC to offset the effects of increased assessments on depository institutions with less than $10 billion in assets. The Dodd-Frank Act required publicly traded companies to give stockholders a non-binding vote on executive compensation and so-called “golden parachute” payments. It also provided 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 directed 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 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. We have 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, effective January 1, 2015, that substantially amended 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 became 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 are: (i) a new common equity Tier 1 to risk-based capital ratio of 4.5%; (ii) a Tier 1 to risk-based assets capital ratio of 6% (increased from 4% under prior rules); (iii) a total capital to risk-based assets ratio of 8%; and (iv) a Tier 1 leverage ratio of 4%. The final rule also establishes a “capital conservation buffer” of 2.5% of common equity Tier 1 capital, 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 to risk-based assets ratio of 10.5%. The required minimum capital conservation buffer will be phased in incrementally, starting at 0.625% on January 1, 2016 and increasing to 1.25% on January 1, 2017, 1.875% on January 1, 2018 and 2.5% on January 1, 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. New regulations could restrict our ability to originate and sell mortgage loans. The CFPB has issued a final rule which implements certain provisions of the Dodd-Frank Act, which requires lenders to make a reasonable, good faith determination of a borrower’s ability to repay a mortgage loan. this “qualified mortgage” definition will be presumed to have complied with the new Loans that meet 46 K - 0 1 M R O F 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. We may be adversely affected by changes in U.S. tax laws and regulations. Policy makers have indicated an interest in reforming the U.S. corporate income tax code in 2017. Possible approaches include lowering the 35 percent corporate tax rate, modifying the U.S. taxation of income earned outside the U.S. and limiting or eliminating various deductions, tax credits and/or other tax preferences. While we may benefit on a prospective net income basis from any decrease in corporate tax rates, proposals being discussed currently could result in a material decrease in the value of our deferred tax asset, which would also result in a material reduction to net income during the period in which the change is enacted. Regulatory capital could also be reduced if the decrease in the value of deferred tax assets exceeds certain levels. Given the number of uncertainties relating to the ultimate form any corporate tax reform may take, it is not possible to quantify the potential negative impact to our income or regulatory capital that could result from corporate tax reform. We currently utilize incentive-based payment arrangements with our employees as compensation practices. Potential regulatory changes to this practice could have an impact on our current practices and impact our results of operations. Investors Bank is subject to the compensation-related provisions of the Dodd-Frank Act which prohibit incentive-based payment arrangements that encourage inappropriate risk taking. The scope and content of the U.S. banking regulators’ policies on incentive compensation are continuing to develop and are likely to continue evolving in the future. 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, insurance companies, and brokerage and investment banking firms operating locally and mutual funds, 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 “Item 1. Business.” 47 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 new, the long term effect on Investors Bank’s deposit insurance assessment is uncertain. F O R M 1 0 - K We may eliminate dividends on our common stock. Although we pay 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. We could be adversely affected by failure in our internal controls. We continue to devote a significant amount of effort, time and resources to continually strengthen our controls and ensure compliance with complex accounting standards and banking regulations. 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. 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 and cyber-attacks), 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 take protective measures, the security of our computer systems, software, and networks may be vulnerable to breaches, unauthorized access, misuse, computer viruses, or other malicious code and cyber attacks that could have an impact on information security. 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. There have been increasing efforts on the part of third parties, including through cyber attacks, to breach data security at financial institutions or with respect to financial transactions. There have been several recent instances involving financial services and consumer-based companies reporting the unauthorized disclosure of client or customer information or the destruction or theft of corporate data. In addition, because the techniques used to cause such security breaches change frequently, often are not recognized until launched against a target and may originate from less regulated and remote areas around the world, we may be unable to proactively 48 K - 0 1 M R O F address these techniques or to implement adequate preventative measures. The ability of our customers to bank remotely, including online and through mobile devices, requires secure transmission of confidential information and increases the risk of data security breaches. 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 failure to effectively deploy the capital raised in our second step conversion offering may have an adverse effect on our financial performance. We invested 50% of the net proceeds from our second step conversion offering in Investors Bank; provided funding to our Employee Stock Ownership Plan for the purchase of 6,617,421 shares of common stock sold in the offering; and contributed $20.0 million to Investors Charitable foundation by issuing 1,000,000 shares and a $10.0 million cash contribution. A substantial portion of the net proceeds were used to pay off short-term borrowings as they matured and invest in securities. We continue to utilize the remainder of the net proceeds for general corporate purposes, including, among other items, paying cash dividends and repurchasing shares of our common stock. Our failure to deploy the capital effectively may reduce our profitability and may adversely affect the value of our common stock. 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 have hired an asset based and leveraged 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 expanded our lending team to include asset based and leveraged lending teams as well as 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. Severe weather, acts of terrorism and other external events could impact our ability to conduct business. Weather-related events have adversely impacted our market area in recent years, 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. 49 ITEM 1B. UNRESOLVED STAFF COMMENTS None. ITEM 2. PROPERTIES At December 31, 2016, the Company and the Bank conducted business from their corporate headquarters in Short Hills, New Jersey, with operation centers located in Iselin and Robbinsville New Jersey as well as lending offices in Short Hills, Robbinsville, Mount Laurel, Spring Lake, Newark, Manhattan, Queens, Brooklyn, Melville, as well as a full-service branch network of 151 offices. 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. F O R M 1 0 - K 50 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 23, 2017 was approximately 8,600. 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, 2016 Year Ended December 31, 2015 High Low $12.37 12.05 12.30 14.39 $10.77 10.67 10.71 11.58 Dividends Declared $0.06 0.06 0.06 0.08 High Low $11.98 12.72 12.59 13.13 $10.70 11.55 11.27 11.99 Dividends Declared $0.10(1) 0.05 0.05 0.05 (1) Included in the first quarter of 2015 is a special cash dividend of $0.05 per share. K - 0 1 M R O F requirements, financial condition and other Since 2012, we have been paying quarterly cash dividends to our stockholders, however stockholders are not entitled to receive dividends. We pay dividends to stockholders quarterly. The timing and amount of cash relevant dividends paid depend on our earnings, capital factors. 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. In addition, Federal Reserve Board guidance sets forth the supervisory expectation that bank holding companies will inform and consult with Federal Reserve Board staff in advance of issuing a dividend that exceeds earnings for the quarter and should inform the Federal Reserve Board and should eliminate, defer or significantly reduce dividends if (i) net income available to shareholders for the past four quarters, net of dividends previously paid during that period, is not sufficient to fully fund the dividends, (ii) prospective rate of earnings retention is not consistent with the bank holding company’s capital needs and overall current and prospective financial condition, or (iii) the bank holding company will not meet, or is in danger of not meeting, its minimum regulatory capital adequacy ratios. 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 its 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, 2011 through December 31, 2016, (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. 51 Investors Bancorp, Inc. Total Return Performance e u l a V x e d n I 350 300 250 200 150 100 50 F O R M 1 0 - K 12/31/11 12/31/12 12/31/13 12/31/14 12/31/15 12/31/16 Investors Bancorp, Inc. SNL U.S. Bank and Thrift SNL U.S. Thrift Index Investors Bancorp, Inc. SNL U.S. Bank and Thrift SNL U.S. Thrift 12/31/2011 100.00 100.00 100.00 12/31/2012 132.26 134.28 121.63 12/31/2013 192.11 183.86 156.09 12/31/2014 217.44 205.25 167.88 12/31/2015 246.04 209.39 188.78 12/31/2016 282.11 264.35 231.33 Source: SNL Financial LC, Charlottesville, VA Stock Repurchases The following table reports information regarding repurchases of our common stock during the quarter ended December 31, 2016 and the stock repurchase plans approved by our Board of Directors. Period October 1, 2016 through October 31, 2016 November 1, 2016 through November 30, 2016 December 1, 2016 through December 31, 2016 Total Number of Shares Purchased(1) Average Price paid Per Share As part of Publicly Announced Plans or Programs Yet to be Purchased Under the Plans or Programs 1,750,000 $11.96 $20,926,090 21,660,643 401,472 $12.45 $ 4,996,671 21,259,171 — $ — $ — 21,259,171 Total 2,151,472 $25,922,761 (1) On April 28, 2016, the Company announced its third share repurchase program, which authorized the purchase of an additional 10% of its publicly-held outstanding shares of common stock, or approximately 31,481,189 million shares. The plan commenced upon the completion of the second repurchase plan on June 17, 2016. This program has no expiration date and has 21,259,171 shares yet to be repurchased as of December 31, 2016. 52 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. ITEM 6. SELECTED FINANCIAL DATA The following information is derived in part from the consolidated financial statements of Investors Bancorp, Inc. As a result of the completion of the second step conversion on May 7, 2014, all share information prior to that date has been revised to reflect the 2.55 to one exchange ratio. For additional information, reference is made to “Item 7. 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 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 Net income Earnings per share — basic Earnings per share — diluted 2016 2015 2014 2013 2012 At December 31, (In thousands) $23,174,675 18,569,855 38,298 1,755,556 $20,888,684 16,661,133 7,431 1,844,223 $18,773,639 14,887,570 6,868 1,564,479 $15,623,070 12,882,544 8,273 831,819 $12,722,574 10,306,786 28,233 179,922 1,660,433 161,940 15,280,833 4,546,251 77,571 3,123,245 1,304,697 159,152 14,063,656 3,263,090 77,571 3,311,647 1,197,924 161,609 12,172,326 2,766,104 77,571 3,577,855 785,032 152,788 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 2016 2015 2014 2013 2012 Year Ended December 31, (In thousands) K - 0 1 M R O F 731,723 136,639 595,084 26,000 569,084 40,125 328,332 280,877 99,372 181,505 0.55 0.55 $ $ $ $ 660,862 118,891 541,971 37,500 504,471 41,861 339,860 206,472 74,751 131,721 0.38 0.38 $ $ $ $ 545,068 109,642 435,426 50,500 384,926 36,571 245,711 175,786 63,755 112,031 0.40 0.40 $ $ $ $ 496,189 123,444 372,745 65,000 307,745 44,112 207,007 144,850 56,083 88,767 0.32 0.32 $ $ $ $ 793,521 153,336 640,185 19,750 620,435 37,201 358,564 299,072 106,947 192,125 0.65 0.64 $ $ $ $ 53 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(5) Asset Quality Ratios: Non-performing assets to total assets Non-accrual loans to total loans Allowance for loan losses to non-performing loans(6) Allowance for loan losses to total loans Capital Ratios: Tier 1 leverage ratio(7) Common equity tier 1 risk-based(7) Tier 1 risk-based capital(7) Total-risk-based capital(7) Equity to total assets Tangible equity to tangible assets(8) Average equity to average assets Other Data: Book value per common share(8) Tangible book value per common share(8) Number of full service offices Full time equivalent employees F O R M 1 0 - K At or for the Year Ended December 31, 2016 2015 2014 2013 2012 0.92% 5.26% 2.91% 3.12% 0.88% 0.76% 0.83% 0.77% 6.06% 4.71% 10.00% 8.68% 3.24% 2.83% 3.08% 3.26% 3.40% 3.37% 3.27% 3.04% 52.93% 51.69% 58.21% 52.06% 49.66% 52.60% 51.48% 52.45% 50.66% 46.47% 1.81% 1.96% 1.64% 1.82% 1.66% 1.29x 40.00% 45.45% 31.58% 19.61% 1.30x 1.15x 1.28x 1.13x 6.02% 0.47% 0.50% 0.69% 0.68% 1.14% 0.81% 1.16% 0.72% 220.18% 158.43% 139.10% 124.30% 104.29% 1.36% 1.33% 0.95% 0.77% 1.33% 1.21% 1.29% n/a 8.20% n/a 7.59% 12.03% 12.41% 12.79% n/a 14.75% 15.87% 14.75% 15.87% 17.01% 10.14% 9.98% 15.99% 17.12% 18.26% 11.39% 11.24% 8.39% 13.48% 15.85% 19.06% 7.67% 13.10% 15.43% 18.60% 8.92% 14.52% 17.41% 16.16% 8.54% 7.90% 8.32% $ 10.53 $ 10.18 151 1,829 $ 10.30 9.97 $ 140 1,734 $ 10.39 $ 10.08 132 1,682 $ $ 9.85 9.04 129 1,541 $ $ 9.81 8.89 101 1,193 (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 adjusted efficiency ratio represents non-interest expense divided by the sum of net interest income and non-interest income adjusted. For the year ended December 31, 2016, adjustments were related to the accelerated vesting of equity awards upon the death of a director ($1.5 million) and professional fees associated with the termination of the Bank of Princeton acquisition ($840,000). For the year ended December 31, 2015, a one time item related to a payout under an employment agreement with a former executive was excluded. For the year ended December 31, 2014, $13.0 million of compensation expense related to the accelerated vesting of all stock option and restricted stock plans upon the completion of the second step capital transaction, the contribution of $20 million to the Investors Charitable Foundation and one-time items related to the acquisition of Gateway, completed in January 2014, were excluded. For the year ended December 31, 2013, pre-tax acquisition charges related to Roma Financial of $5.6 million and a non-cash OTTI charge of $977,000 were excluded. Pre-tax acquisition charges related to Marathon and BFSB of $13.3 million were excluded for the year ended December 31, 2012. 54 (5) The dividend payout ratio represents dividends paid per share divided by net income per share. (6) Non-performing loans include non-accrual loans and performing troubled debt restructured loans. (7) Ratios are for Investors Bank and do not include capital retained at the holding company level. The information presented prior to December 31, 2015 reflect the requirements in effect at that time, as the Basel III requirements became effective on January 1, 2015, see “Item 1. Business — Supervision and Regulation”. (8) Excludes goodwill and intangible assets for the calculation of tangible book value and tangible equity. For common share calculation, excludes treasury shares and unallocated ESOP shares. K - 0 1 M R O F 55 F O R M 1 0 - K ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Since the Company’s initial public offering in 2005, we have transitioned from a wholesale thrift business to a retail commercial bank. This transition has been primarily accomplished by increasing the amount of our commercial loans and core deposits (savings, checking and money market accounts). Our transformation can be attributed to a number of factors, including organic growth, de novo branch openings, bank and branch acquisitions, as well as product expansion. We believe the attractive markets we operate in, namely, New Jersey and the greater New York metropolitan area, will continue to provide us with growth opportunities. Our primary focus is to build and develop profitable customer relationships across all lines of business, both consumer and commercial. 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 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 persistent low interest rate environment and a flattening of the yield curve over the past several years have resulted in sustained pressure on our net interest margin. Interest-earning assets continue to be originated or re-priced at yields lower than the overall portfolio, and competitive pricing remains strong in both the loan and deposit markets. Despite these headwinds, we have been able to generally offset net interest margin compression through interest earning asset growth. We continue to actively manage our interest rate risk against a backdrop of slow but positive economic growth and the potential for additional increases in short-term rates in the near future. If short-term interest rates increase, we may be subject to near-term net interest margin compression. Should the treasury yield curve steepen, we may experience an improvement in net interest income, particularly if short-term interest rates remain unchanged. Our results of operations are also significantly affected by general economic conditions. While the consumer continues to benefit from lower energy costs and improved housing and employment metrics, the velocity of economic growth, domestically and internationally, remains sluggish. Total assets increased by $2.29 billion, or 10.9%, to $23.17 billion at December 31, 2016 from $20.89 billion at December 31, 2015. Net loans increased $1.91 billion to $18.57 billion at December 31, 2016, while securities increased by $267.1 million, or 8.5%, to $3.42 billion at December 31, 2016 from $3.15 billion at December 31, 2015. During the year ended December 31, 2016, we originated $2.16 billion in multi-family loans, $1.08 billion in commercial real estate loans, $608.9 million in commercial and industrial loans, $523.3 million in residential loans, $451.5 million in construction loans and $260.0 million in consumer and other loans. Our strategic objective is to become more commercial bank like and maintain a well-diversified loan portfolio. We understand the heightened regulatory sensitivity around commercial real estate and multi-family concentration and continue to be diligent in our underwriting and credit risk monitoring of these portfolios. The overall level of non-performing loans remains low compared to our national and regional peers. Capital management is a key component of our business strategy. We continue to manage our capital through a combination of organic growth, acquisitions, stock repurchases and cash dividends. Effective capital management and prudent growth allowed us to effectively leverage the capital from the Company’s public offerings, while being mindful of tangible book value for stockholders. Our capital to total assets ratio has decreased to 13.48% at December 31, 2016 from 15.85% at December 31, 2015. Since the commencement of our first stock repurchase plan in March 2015 through December 31, 2016, the Company has repurchased a total of 62.9 million shares at an average cost of $11.86 per share totaling $746.3 million. Stockholders’ equity was 56 K - 0 1 M R O F impacted for the year ended December 31, 2016 by the repurchase of 31.3 million shares of common stock for $363.4 million as well as cash dividends of $0.26 per share totaling $82.3 million. In August 2016 we entered into an informal agreement with the FDIC and NJDOBI with regard to Bank Secrecy Act and Anti-Money Laundering compliance matters. Our BSA and AML team continues to work diligently to enhance the risk infrastructure procedures and technology, while ensuring its long term sustainability for the Company. In May 2016 we signed a definitive merger agreement with the Bank of Princeton, with assets of $1.0 billion, operating ten branches in New Jersey and three in the Philadelphia market. In January 2017, due to the uncertainty of the timing around regulatory approval, both parties mutually agreed to terminate the transaction. We will continue to execute our business strategies with a focus on prudent and opportunistic growth while producing financial results that will create value for our stockholders. We intend to continue to grow our business and strengthen our market share through planned de novo branch expansion, enhanced product offerings, investments in our people and opportunistic acquisitions in our market area. During 2016, we continued to enhance our employee training and development programs, built additional risk management and operational infrastructure and added key personnel as our company grows and our business changes. We will continue to enhance stockholder 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. 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. Loans acquired are marked to fair value on the date of acquisition with no valuation allowance reflected in the allowance for loan losses. In conjunction with the quarterly evaluation of the adequacy of the allowance for loan loss, the Company performs an analysis on acquired loans to determine whether or not there has been subsequent deterioration in relation to those loans. If deterioration has occurred, the Company will include these loans in its calculation of the allowance for loan loss. 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 it will not collect all amounts due under the contractual terms of the loan 57 F O R M 1 0 - K 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 by type of loan, risk rating (if applicable) and payment history. In addition, the Company’s residential portfolio is subdivided between fixed and adjustable rate loans as adjustable rate loans are deemed to be subject to more credit risk if interest rates rise. Reserves for each loan segment or the loss factors are generally determined based on the Company’s historical loss experience over a look-back period determined to provide the appropriate amount of data to accurately estimate expected losses as of period end. Additionally, management assesses the loss emergence period for the expected losses of each loan segment and adjusts each historical loss factor accordingly. The loss emergence period is the estimated time from the date of a loss event (such as a personal bankruptcy) to the actual recognition of the loss (typically via the first full or partial loan charge-off), and is determined based upon a study of the Company’s past loss experience by loan segment. The loss factors may also be adjusted to account for qualitative or environmental factors that are likely to cause estimated credit losses inherent in the portfolio to differ from historical loss experience. This evaluation is based on among other things, loan and delinquency trends, general economic conditions, credit concentrations, lending policies and procedures and industry trends, but 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 different 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 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 would result in an increase in yield on a prospective 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 a 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 that occurred during the current reporting period. On a quarterly basis, management 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. Loans determined to be impaired are 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 for real property or a discounted cash flow analysis on a business. This appraised value for real property is then reduced to reflect estimated liquidation expenses. The allowance contains reserves identified as unallocated. 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. Our lending emphasis has been the origination of commercial real estate loans, multi-family loans, commercial and industrial loans and the origination and purchase of residential mortgage loans. We also originate home equity loans and home equity lines of credit. These activities resulted in a concentration of loans secured by real estate property and businesses located in New Jersey and New York. Based on the composition of our loan portfolio, we believe the primary risks to our loan portfolio are increases in interest rates, a decline in 58 K - 0 1 M R O F the general economy, and declines 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. 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. Negative changes to appraisal 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 to determine that the resulting values reasonably reflect amounts realizable on the related loans. loans upon origination. An updated appraisal For commercial real estate, multi-family and construction loans, the Company obtains an appraisal for all collateral dependent is obtained annually for loans rated substandard or worse with a balance of $500,000 or greater. An updated appraisal is obtained biennially for loans rated special mention with a balance of $2.0 million or greater. This is done in order to determine the specific reserve or charge off needed. As part of the allowance for loan loss process, the Company reviews each collateral dependent commercial real estate loan classified as non-accrual and/or impaired and assesses whether there has been an adverse change in the collateral value supporting the loan. The Company utilizes information from its commercial lending officers and its credit department and special assets 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. 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 deteriorates. Management uses relevant 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. 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 became deductible. Where applicable, deferred 59 tax assets are reduced by a valuation allowance for any portions determined not likely to be realized. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income tax expense in the period of enactment. The valuation allowance is adjusted, by a charge or credit to income tax expense, as changes in facts and circumstances warrant. Asset Impairment Judgments. Certain of our assets are carried on our consolidated balance sheets at cost, fair value or at the lower of cost or fair value. Valuation allowances or write-downs are established when necessary to recognize impairment of such assets. We periodically perform analyses to test for impairment of such assets. In addition to the impairment analyses related to our loans discussed above, another significant impairment analysis is the determination of whether there has been an other-than-temporary decline in the value of one or more of our securities. Our available-for-sale portfolio is carried at estimated fair value, with any unrealized gains or losses, net of taxes, reported as accumulated other comprehensive income or loss in stockholders’ equity. While the Company does not intend to sell these securities, and it is more likely than not that we will not be required to sell these securities before their anticipated recovery of the remaining 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 carrying value. 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. The use of different assumptions could have a positive or negative effect on our consolidated financial condition or results of operations. F O R M 1 0 - K If a determination is made that a debt security is other-than-temporarily impaired, the Company will estimate the amount of the unrealized loss that is attributable to credit and all other non-credit related factors. The credit related component will be recognized as an other-than-temporary impairment charge in non-interest income as a component of gain (loss) on securities, net. The non-credit related component will be recorded as an adjustment to accumulated other comprehensive income, net of tax. Goodwill Impairment. Goodwill is presumed to have an indefinite useful life and is tested, at least annually, for impairment at the reporting unit level. Impairment exists when the carrying amount of goodwill exceeds its implied fair value. For purposes of our goodwill impairment testing, we have identified the Bank as a single reporting unit. In connection with our annual impairment assessment we applied the guidance in FASB 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, 2016, 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. Fees earned for servicing loans are reported as income when the related mortgage loan payments are collected. The estimated fair value of MSR is obtained through independent third party valuations through an analysis incorporating assumptions market participants would use in determining fair value of future cash flows, 60 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. The fair value of MSR is highly sensitive to changes in assumptions. Changes in prepayment speed assumptions generally have the most significant impact on the fair value of our MSR. Generally, as interest rates decline, mortgage loan prepayments accelerate due to increased refinance activity, which results in a decrease in the fair value of MSR. As interest rates rise, mortgage loan prepayments slow down, which results in an increase in the fair value of MSR. Thus, any measurement of the fair value of our MSR is limited by the conditions existing and the assumptions utilized as of a particular point in time, and those assumptions may not be appropriate if they are applied at a different point in time. Stock-Based Compensation. We recognize the cost of employee services received in exchange for awards of equity instruments based on the grant-date fair value of those awards in accordance with ASC 718, “Compensation-Stock Compensation”. We estimate the per share fair value of option grants on the date of grant using the Black-Scholes option pricing model using assumptions for the expected dividend yield, expected stock price volatility, risk-free interest rate and expected option term. These assumptions are subjective in nature, involve uncertainties and, therefore, cannot be determined with precision. The Black- Scholes option pricing model also contains certain inherent limitations when applied to options that are not traded on public markets. The per share fair value of options is highly sensitive to changes in assumptions. In general, the per share fair value of options will move in the same direction as changes in the expected stock price volatility, risk-free interest rate and expected option term, and in the opposite direction as changes in the expected dividend yield. For example, the per share fair value of options will generally increase as expected stock price volatility increases, risk-free interest rate increases, expected option term increases and expected dividend yield decreases. The use of different assumptions or different option pricing models could result in materially different per share fair values of options. Derivative Financial Instruments. As part of our interest rate risk management, we may utilize, from time-to-time, derivative financial instruments which are recorded as either assets or liabilities in the consolidated statements of financial condition at fair value. The effective portion of changes in the fair value of derivatives designated and that qualify as cash flow hedges is initially recorded in Accumulated Other Comprehensive Income and is subsequently reclassified into earnings in the period that the hedged forecasted transaction affects earnings. The ineffective portion of the change in fair value of the derivatives would be recognized directly in earnings. Comparison of Financial Condition at December 31, 2016 and December 31, 2015 Total Assets. Total assets increased by $2.29 billion, or 10.9%, to $23.17 billion at December 31, 2016 from $20.89 billion at December 31, 2015. Net loans increased $1.91 billion to $18.57 billion at December 31, 2016, and securities increased by $267.1 million, or 8.5%, to $3.42 billion at December 31, 2016 from $3.15 billion at December 31, 2015. K - 0 1 M R O F 61 Net Loans. Net loans increased by $1.91 billion, or 11.5%, to $18.57 billion at December 31, 2016 from $16.66 billion at December 31, 2015. The detail of the loan portfolio (including PCI loans) is below: Commercial Loans: Multi-family loans Commercial real estate loans Commercial and industrial loans Construction loans Total commercial loans Residential mortgage loans Consumer and other Total Loans Net unamortized premiums and deferred loan costs Allowance for loan losses Net loans December 31, 2016 December 31, 2015 (Dollars in thousands) $ 7,459,131 4,452,300 1,275,283 314,843 13,501,557 4,711,880 597,265 18,810,702 6,255,904 3,829,099 1,044,385 225,843 11,355,231 5,039,543 496,556 16,891,330 (12,474) (228,373) (11,692) (218,505) $18,569,855 $16,661,133 During the year ended December 31, 2016, we originated $2.16 billion in multi-family loans, $1.08 billion in commercial real estate loans, $608.9 million in commercial and industrial loans, $523.3 million in residential loans, $451.5 million in construction loans and $260.0 million in consumer and other loans. This increase in loans reflects our continued focus on generating multi-family loans, commercial real estate loans and commercial and industrial loans, which was partially offset by pay downs and payoffs of loans. Our loans are primarily on properties and businesses located in New Jersey and New York. In addition to the loans originated for our portfolio, our mortgage subsidiary, Investors Home Mortgage, originated $245.8 million for the year ended December 31, 2016 in residential mortgage loans that were sold to third party investors. The following table sets forth non-accrual loans (excluding PCI loans and loans held-for-sale) on the dates indicated as well as certain asset quality ratios: December 31, 2016 September 30, 2016 June 30, 2016 March 31, 2016 December 31, 2015 # of Loans Amount # of Loans Amount # of Loans Amount # of Loans Amount # of Loans Amount F O R M 1 0 - K Multi-family Commercial real estate Commercial and industrial Construction Total commercial loans Residential and consumer 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 2 24 8 0 34 478 512 42 $ $ $ 0.5 9.2 4.7 — 14.4 79.9 94.3 1 29 6 0 36 481 517 9.4 31 $ $ $ (Dollars in millions) 1.2 11.7 2 33 $ 6 1 42 0.7 0.2 13.8 3 35 10 3 51 $ 2.9 10.3 5.6 0.5 19.3 4 37 17 4 62 $ 3.5 10.8 9.2 0.8 24.3 471 513 86.5 $100.3 488 539 85.9 $ 105.2 500 562 91.1 $ 115.4 0.2 8.9 2.3 — 11.4 86.1 97.5 8.8 29 $ 12.1 30 $ 10.7 39 $ 22.5 0.50% 0.53% 0.57% 0.61% 0.68% 242.24% 229.31% 219.6% 205.83% 189.30% 1.21% 1.22% 1.25% 1.26% 1.29 % 62 Total non-accrual loans decreased to $94.3 million at December 31, 2016 compared to $115.4 million at December 31, 2015. We continue to diligently resolve our troubled loans, however it takes a long period of time to resolve residential credits in our lending area. At December 31, 2016, our allowance for loan loss as a percent of total loans was 1.21%. At December 31, 2016, there were $30.4 million of loans deemed as troubled debt restructurings, of which $24.8 million were residential and consumer loans, $3.6 million were commercial real estate loans, $1.7 million were commercial and industrial loans and $248,000 were multi-family loans. Troubled debt restructured loans in the amount of $9.4 million were classified as accruing and $20.9 million were classified as non-accrual at December 31, 2016. 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, 2016, the Company identified $46.5 million of potential problem loans which were comprised of 11 commercial real estate loans totaling $38.4 million, 8 commercial and industrial loans totaling $1.7 million and 3 multi-family loans totaling $6.4 million. Included in potential problem loans is a single relationship totaling 8 loans for $40.4 million. The properties for this relationship are single tenant and well-collateralized with strong loan to value ratios. Management is actively monitoring all these loans. The allowance for loan losses increased by $9.9 million to $228.4 million at December 31, 2016 from $218.5 million at December 31, 2015. The increase in our allowance for loan losses is due to the growth of the loan portfolio, particularly the inherent credit risk associated with commercial real estate lending as well as commercial and industrial loans. Future increases in the allowance for loan losses may be necessary based on the growth and composition of the loan portfolio, the level of loan delinquency and the economic conditions in our lending area. At December 31, 2016, our allowance for loan loss as a percent of total loans was 1.21%. K - 0 1 M R O F Securities. Securities are held primarily for liquidity, interest rate risk management and long-term yield enhancement. Our Investment Policy requires that investment transactions conform to Federal and New Jersey State investment regulations. Our investments purchased 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 institutions, overnight and short-term loans to other banks, investment grade corporate debt instruments, and mutual funds. In addition, Investors Bancorp may invest in equity securities subject to certain limitations. Purchase decisions are based upon a thorough 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. Securities are classified as held-to-maturity or available-for-sale when purchased. At December 31, 2016, our securities portfolio represented 14.7% of our total assets. Securities, in the aggregate, increased by $267.1 million, or 8.5%, to $3.42 billion at December 31, 2016 from $3.15 billion at December 31, 2015. This increase was a result of purchases partially offset by paydowns and sales. Stock in the Federal Home Loan Bank, Bank Owned Life Insurance and Other Assets. The amount of stock we own in the FHLB increased by $59.5 million, or 33.3% to $237.9 million at December 31, 2016 from $178.4 million at December 31, 2015. The amount of stock we own in the FHLB is primarily related to the balance of our borrowings from the FHLB, therefore the increase in borrowings has an impact on FHLB stock owned. Bank owned life insurance was $161.9 million at December 31, 2016 and $159.2 million at December 31, 2015. Other assets was $14.5 million at December 31, 2016 and $4.7 million at December 31, 2015. Deposits. At December 31, 2016, deposits totaled $15.28 billion, representing 76.2% of our total liabilities. Our deposit strategy is focused on attracting core deposits (savings, checking and money market accounts), resulting in a deposit mix of 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 may be less sensitive to changes in market interest rates. 63 Deposits increased by $1.22 billion, or 8.7%, from $14.06 billion at December 31, 2015 to $15.28 billion at December 31, 2016. Total checking accounts increased $1.45 billion to $6.09 billion at December 31, 2016 from $4.64 billion at December 31, 2015. At December 31, 2016, we held $12.33 billion in core deposits, representing 80.7% of total deposits, of which $736.8 million are brokered money market deposits. At December 31, 2016, $2.95 billion, or 19.3%, of our total deposit balances were certificates of deposit, of which included $687.8 million of brokered certificates of deposits. Borrowed Funds. 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. Borrowed funds increased by $1.29 billion, or 39.3%, to $4.55 billion at December 31, 2016 from $3.26 billion at December 31, 2015 to help fund the continued growth of the loan portfolio. Stockholders’ Equity. Stockholders’ equity decreased by $188.4 million to $3.12 billion at December 31, 2016 from $3.31 billion at December 31, 2015. The decrease is primarily attributed to the repurchase of 31.3 million shares of common stock for $363.4 million as well as cash dividends of $0.26 per share totaling income of $82.3 million for the year ended December 31, 2016. These decreases were offset by net $192.1 million for the year ended December 31, 2016. 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. 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, however interest receivable on these loans have been fully reserved for and not included in interest income. The yields set forth below include the effect of deferred fees, discounts and premiums that are amortized or accreted to interest income or expense. F O R M 1 0 - K 64 For the Year Ended December 31, 2016 2015 2014 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) $ 144,610 $ 342 0.24% $ 207,331 $ 225 0.11% $ 371,636 $ 552 0.15% 1,398,373 1,836,692 25,515 42,643 17,479,932 715,901 9,120 204,735 1.82 2.32 4.10 4.45 1,245,745 1,708,176 22,646 38,547 15,716,010 663,424 6,881 172,367 1.82 2.26 4.22 3.99 18,164 965,969 1,315,604 31,847 13,776,250 603,438 6,861 152,330 1.88 2.42 4.38 4.50 Interest-earning assets: Interest-bearing deposits Securities available-for-sale Securities held-to-maturity Net loans Stock in FHLB Total interest-earning assets 21,064,342 793,521 3.77 19,049,629 731,723 3.84 16,581,789 660,862 3.99 Non-interest-earning assets 779,138 Total assets $21,843,480 770,262 $19,819,891 732,469 $17,314,258 Interest-bearing liabilities: Savings deposits Interest-bearing checking Money market accounts Certificates of deposit Total interest-bearing deposits Borrowed funds Total interest-bearing $ 2,096,769 $ 3,381,909 3,925,095 3,161,843 6,304 16,268 25,621 33,864 0.30% $ 2,235,703 $ 0.48 0.65 1.07 2,735,513 3,564,311 2,972,611 6,402 9,642 24,136 31,234 0.29% $ 2,241,747 $ 0.35 0.68 1.05 2,478,047 2,355,982 3,180,032 6,638 8,755 13,664 30,149 0.30% 0.35 0.58 0.95 12,565,616 3,816,087 82,057 71,279 0.65 1.87 11,508,138 3,157,311 71,414 65,225 0.62 2.07 10,255,808 2,741,609 59,206 59,685 0.58 2.18 K - 0 1 M R O F liabilities 16,381,703 153,336 0.94 14,665,449 136,639 0.93 12,997,417 118,891 0.91 Non-interest-bearing liabilities Total liabilities Stockholders’ equity Total liabilities and stockholders’ equity 2,289,036 18,670,739 3,172,741 1,702,945 16,368,394 3,451,497 1,518,331 14,515,748 2,798,510 $21,843,480 $19,819,891 $17,314,258 Net interest income $640,185 $595,084 $541,971 Net interest rate spread(1) 2.83% 2.91% Net interest-earning assets(2) Net interest margin(3) Ratio of interest-earning assets to total interest- bearing liabilities $ 4,682,639 $ 4,384,180 $ 3,584,372 3.04% 3.12% 1.29 1.30 1.28 3.08% 3.27% (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. 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 65 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 F O R M 1 0 - K Years Ended December 31, 2016 vs. 2015 Years Ended December 31, 2015 vs. 2014 Increase (Decrease) Due to Volume Rate Net Increase (Decrease) Increase (Decrease) Due to Volume Rate Net Increase (Decrease) (In thousands) $ (86) 2,772 3,103 77,752 1,387 203 97 993 (25,275) 852 117 2,869 4,096 52,477 2,239 $ (203) 5,112 8,367 87,885 847 (124) (630) (1,667) (27,899) (827) (327) 4,482 6,700 59,986 20 84,928 (23,130) 61,798 102,008 (31,147) 70,861 (351) 2,576 2,524 2,024 6,773 12,607 253 4,050 (1,039) 606 3,870 (6,553) (98) 6,626 1,485 2,630 10,643 6,054 (45) 908 8,229 (2,047) 7,045 8,668 (191) (21) 2,243 3,132 (236) 887 10,472 1,085 5,163 (3,128) 12,208 5,540 19,380 (2,683) 16,697 15,713 2,035 17,748 $65,548 (20,447) 45,101 $ 86,295 (33,182) 53,113 Comparison of Operating Results for the Year Ended December 31, 2016 and 2015 Net Income. Net income for the year ended December 31, 2016 was $192.1 million compared to net income of $181.5 million for the year ended December 31, 2015. Net Interest Income. Net interest income increased by $45.1 million, or 7.6%, to $640.2 million for the year ended December 31, 2016 from $595.1 million for the year ended December 31, 2015. The net interest margin decreased 8 basis points to 3.04% for the year ended December 31, 2016 from 3.12% for the year ended December 31, 2015. Interest and Dividend Income. Total interest and dividend income increased by $61.8 million, or 8.4%, to $793.5 million for the year ended December 31, 2016. Interest income on loans increased by $52.5 million, or 7.9%, to $715.9 million for the year ended December 31, 2016, as a result of a $1.8 billion, or 11.2%, increase in the average balance of net loans to $17.48 billion for the year ended December 31, 2016, primarily attributed to the growth in the commercial loan portfolio. This increase was offset by a decrease of 12 basis points in the weighted average yield on net loans to 4.10%. Prepayment penalties, which are included in interest income, totaled $22.0 million for the year ended December 31, 2016 compared to $21.0 million for the year ended December 31, 2015. Interest increased by $9.3 million, or 13.6%, to $77.6 million for the year ended December 31, 2016 which is attributable to a $250.8 million increase in the average balance of all other interest earning assets, excluding loans, to $3.58 billion for the year ended December 31, 2016. In addition, the weighted average yield on interest-earning assets, excluding loans, increased 12 basis points to 2.17%. income on all other interest-earning assets, excluding loans, Interest Expense. Total interest expense increased by $16.7 million, or 12.2%, to $153.3 million for the year ended December 31, 2016. Interest expense on interest-bearing deposits increased $10.6 million, or 14.9%, to $82.1 million for the year ended December 31, 2016. The average balance of total interest-bearing deposits increased $1.06 billion, or 9.2% to $12.57 billion for the year ended December 31, 2016. In addition, the weighted average cost of interest-bearing deposits increased 3 basis points to 0.65% for the year ended 66 K - 0 1 M R O F December 31, 2016. Interest expense on borrowed funds increased by $6.1 million, or 9.3%, to $71.3 million for the year ended December 31, 2016. The average balance of borrowed funds increased $658.8 million or 20.9%, to $3.82 billion for the year ended December 31, 2016. This increase was offset by a decrease of 20 basis points in the weighted average cost of borrowings to 1.87% for the year ended December 31, 2016. Non-Interest Income. Total non-interest income decreased by $2.9 million, or 7.3%, to $37.2 million for the year ended December 31, 2016. Gain on loans, net decreased for the year ended December 31, 2016 primarily as a result of fewer loan sales at the Bank. Loan sales at our mortgage subsidiary were consistent year over year. In addition, gain on sale of other real estate owned decreased $1.5 million for the year ended December 31, 2016 as compared to the year ended December 31, 2015. These decreases were offset by an increase of $2.1 million in gain on securities transactions for the year ended December 31, 2016 primarily due to the sale of securities totaling $69.1 million, resulting in a gain of $3.1 million. Non-Interest Expense. Total non-interest expense was $358.6 million for the year ended December 31, 2016, an increase of $30.2 million, or 9.2% as compared to the year ended December 31, 2015. Compensation and fringe benefits increased $20.4 million for the year ended December 31, 2016. The increase was primarily due to an increase of $12.8 million in equity incentive expense for the year ended December 31, 2016 resulting from the restricted stock and stock option grants on June 23, 2015 to certain employees, officers and directors of the Company, pursuant to the Investors Bancorp, Inc. 2015 Equity Incentive Plan; additions to our staff to support our growth and continued build out of our risk management and operating infrastructure; as well as normal merit increases. These increases were partially offset by decreases of approximately $1.7 million in benefit expenses related to the freezing of both the defined benefit pension plan and supplemental executive retirement wage replacement plan that was approved by the Board of Directors during the fourth quarter of 2016. Office occupancy and equipment expense increased $5.4 million for the year ended December 31, 2016 primarily due to new branch openings. Professional fees and other operating expenses increased $4.0 million and $2.3 million, respectively for the year ended December 31, 2016 as we continue to enhance additional risk management and operational infrastructure as our company grows and we enhance our employee training and development programs. Included in professional fees for the three months ended December 31, 2016 is $840,000 related to the recently announced termination of the Bank of Princeton acquisition. Income Taxes. Income tax expense was $106.9 million and $99.4 million for the years ended December 31, 2016 and December 31, 2015, respectively. In March 2016, the FASB issued ASU No. 2016-09, “Compensation-Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting.” ASU No. 2016-09 simplifies several aspects of the accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities, classification on the statement of cash flows, and accounting for forfeitures. In the fourth quarter of 2016 the Company adopted ASU No. 2016-09. Adjustments to previously reported 2016 interim periods were made to reflect the adoption of this ASU. The adoption of ASU No. 2016-09 resulted in a tax benefit of $10.4 million for the year ended December 31, 2016. The tax rate for the year ended December 31, 2015 includes a tax benefit realized from revaluing the Company’s deferred tax asset as a result of the New York City tax law reform enacted in 2015 and a discrete item related to a net operating loss carryforward on a prior acquisition. The effective tax rate is affected by the level of income earned that is exempt from tax relative to the overall level of pre-tax income; the level of expenses not deductible for tax purposes relative to the overall level of pre-tax income; the level of income allocated and apportioned to the various state and local jurisdictions where the Company operates, because tax rates differ among such jurisdictions; and the impact of any material but infrequently occurring items. 67 F O R M 1 0 - K Comparison of Operating Results for the Year Ended December 31, 2015 and 2014 Net Income. Net income for the year ended December 31, 2015 was $181.5 million compared to net income of $131.7 million for the year ended December 31, 2014. Net Interest Income. Net interest income increased by $53.1 million, or 9.8%, to $595.1 million for the year ended December 31, 2015. The net interest margin decreased 15 basis points to 3.12% for the year ended December 31, 2015 from 3.27% for the year ended December 31, 2014. Interest and Dividend Income. Total interest and dividend income increased by $70.9 million, or 10.7%, to $731.7 million for the year ended December 31, 2015. Interest income on loans increased by $60.0 million, or 9.9%, to $663.4 million for the year ended December 31, 2015 as a result of a $1.94 billion, or 14.1%, increase in the average balance of net loans to $15.72 billion for the year ended December 31, 2015, primarily attributed to the average balance of multi-family loans, commercial real estate loans and commercial and industrial loans increasing $1.20 billion, $732.5 million and $427.1 million, respectively, partially offset by the average balance of residential loans decreasing $424.4 million for the year ended December 31, 2015. The weighted average yield on net loans decreased 16 basis points to 4.22% for the year ended December 31, 2015. Prepayment penalties, which are included in interest income, increased to $21.0 million for the year ended December 31, 2015 from $16.3 million for the year ended December 31, 2014. Interest income on all other interest-earning assets, excluding loans, increased by $10.9 million, or 18.9%, to $68.3 million for the year ended December 31, 2015 which is attributable to a $528.1 million increase in the average balance of all other interest-earning assets, excluding loans, to $3.33 billion for the year ended December 31, 2015. The weighted average yield on interest- earning assets, excluding loans, was 2.05% for the years ended December 31, 2015 and 2014. Interest Expense. Total interest expense increased by $17.7 million, or 14.9%, to $136.6 million for the year ended December 31, 2015. Interest expense on interest-bearing deposits increased $12.2 million, or 20.6%, to $71.4 million for the year ended December 31, 2015. The average balance of total interest-bearing deposits increased $1.25 billion, or 12.2% to $11.51 billion for the year ended December 31, 2015. In addition the weighted average cost of interest-bearing deposits increased 4 basis points to 0.62% for the year ended December 31, 2015. Interest expense on borrowed funds increased by $5.5 million, or 9.3%, to $65.2 million for the year ended December 31, 2015. The average balance of borrowed funds increased $415.7 million or 15.2%, to $3.16 billion for the year ended December 31, 2015. This increase was offset by a decrease of 11 basis points in the weighted average cost of borrowings to 2.07% for the year ended December 31, 2015. Non-Interest Income. Total non-interest income decreased by $1.7 million, or 4.1%, to $40.1 million for the year ended December 31, 2015. The reduction is mainly attributed to decreases in fees and service charges and other income of $2.3 million and $1.6 million, respectively, for the year ended December 31, 2015. Included in other income for the year ended December 31, 2014 was a bargain purchase gain of $1.5 million, net of tax, relating to the acquisition of Gateway Community Financial Corp, the federally-chartered holding company for GCF Bank (“Gateway”), which was completed in January 2014. These decreases were partially offset by an increase of $2.5 million in gain on loans sales, net for the year ended December 31, 2015. Non-Interest Expense. Total non-interest expense decreased by $11.5 million, or 3.4%, to $328.3 million for the year ended December 31, 2015. Included in the year ended December 31, 2014 is a contribution of $20.0 million to the Investors Charitable Foundation in conjunction with the second step capital offering in 2014. In addition, FDIC insurance premium decreased $5.3 million for the year ended December 31, 2015 due to the continued improvement in asset quality and additional capital raised in the second step offering. Data processing service fees decreased $3.0 million for the year ended December 31, 2015 to $22.4 million. Compensation and fringe benefits increased $14.3 million for the year ended December 31, 2015, which included $9.2 million related to the 2015 Equity Incentive Plan. For the 2014 period, compensation expense included a charge of $13.0 million related to the accelerated vesting of all stock option and restricted stock awards upon the completion of the second step capital offering in May 2014. In addition, for the year ended December 31, 2015, 68 K - 0 1 M R O F there was a $1.3 million expense related to a payout under an employment agreement with a former executive. Absent the accelerated vesting in 2014, the payout of an employment agreement and the $9.2 million in equity incentive expense for 2015, compensation and fringe benefits increased $16.7 million for the year ended December 31, 2015. This increase was related to staff additions to support our continued growth, normal merit increases and increasing costs associated with employee benefits. For the year ended December 31, 2015 non-interest expenses included $972,000 of expenses to support our core conversion which was completed in August 2015. Income Taxes. Income tax expense was $99.4 million and $74.8 million for the years ended December 31, 2015 and December 31, 2014, respectively. The effective tax rates were 35.4% and 36.2% for the years ended December 31, 2015 and December 31, 2014, respectively. In April 2015, New York City changed their tax law to conform with that of New York State. As a result, the Company analyzed the impact of this change relative to its deferred tax positions. Based on that analysis, the Company revalued the deferred tax asset as of December 31, 2014, resulting in a tax benefit of $4.9 million for the year ended December 31, 2015. This change will result in the Company’s effective tax rate increasing in future periods. In addition, for the year ended December 31, 2015 income taxes include a net operating loss carryforward related to a prior acquisition of $4.1 million. 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 cash flow or re-pricing of our assets, liabilities and off-balance sheet contracts (i.e., loan commitments); the effect of loan prepayments, deposit activity; 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 term structure of interest rates. Changes in market interest rates can affect net interest income by influencing the amount and rate of new loan originations, the ability of borrowers to repay variable rate loans, the volume of loan prepayments and the mix and flow of deposits. The general objective of our interest rate risk management process is to determine the appropriate level of risk given our business model and then manage that risk in a manner consistent with our policy to reduce, to the extent possible, the exposure of our net interest income to changes in market interest rates. Our Asset Liability Committee, which consists of senior management and executives, evaluates the interest rate risk inherent in our balance sheet, our operating environment and capital and liquidity requirements and may modify 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. We actively evaluate interest rate risk in connection with our lending, investing and deposit activities. At December 31, 2016, 25.1% of our total loan portfolio was comprised of residential mortgages, of which approximately 35% was in variable rate products, while 65% was in fixed rate products. Our variable rate mortgage related assets have helped to reduce our exposure to interest rate fluctuations. Fixed-rate products may adversely impact our net interest income in a rising rate environment. The origination of commercial real estate loans, particularly multi-family loans and commercial and industrial loans, which have outpaced the growth in the residential portfolio in recent years, generally help reduce our interest rate risk due to their shorter term compared to fixed rate residential mortgage loans. In addition, we primarily invest in relatively low risk securities, which generally have shorter average lives and lower yields compared to longer term securities. We use an internally developed industry standard asset/ liability model to complete our quarterly interest rate risk reports. The model projects net interest income based on various interest rate scenarios and horizons. 69 F O R M 1 0 - K We use a combination of analyses to monitor our exposure to changes in interest rates. Our net interest income sensitivity analysis determines the relative balance between the repricing of assets and liabilities over various horizons. This asset and liability analysis includes expected cash flows from loans and securities, using forecasted prepayment rates as well as contractual and forecasted liability cash flows. This analysis identifies mismatches in the timing of asset and liability cash flows 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 of cash flows to market interest rate changes. The economic value of equity (“EVE”) analysis estimates the change in the net present value (“NPV”) of assets and liabilities and off-balance sheet contracts over a range of immediately changed interest rate scenarios. In calculating changes in EVE, for the various scenarios we forecast loan and securities prepayment rates, reinvestment rates and deposit decay rates. Quantitative Analysis.The table below sets forth, as of December 31, 2016, the estimated changes in our EVE 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 EVE and a gradual change over a one year period for the purposes of computing net interest income. Computations of prospective effects of hypothetical interest rate changes are based on numerous assumptions including relative levels of market interest rates, loan prepayments and deposit decay, and should not be relied upon as indicative of actual results. The following table reflects management’s expectations of the changes in EVE and net interest income for an interest rate decrease of 100 basis points and increase of 200 basis points. Change in Interest Rates (basis points) + 200bp 0bp -100bp EVE (1) (2) Net Interest Income (3) Estimated EVE Estimated Increase (Decrease) Amount Percent Estimated Net Interest Income Estimated Increase (Decrease) Amount Percent (Dollars in thousands) $4,240,906 $4,791,637 $4,743,206 (550,731) — (48,431) (11.5)% $615,745 — $656,677 (1.0)% $658,461 (40,933) — 1,784 (6.2)% — 0.3% (1) Assumes an instantaneous and parallel shift in interest rates at all maturities. (2) EVE is the net 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 that at December 31, 2016, in the event of a 200 basis points increase in interest rates, we would be expected to experience a $550.7 million decrease, or 11.5% in EVE and a $40.9 million decrease, or 6.2% in net interest income. In the event of a 100 basis points decrease in interest rates, we would be expected to experience a $48.4 million decrease, or 1.0% in EVE and a $1.8 million increase, or 0.3% in net interest income. This data does not reflect any future actions we may take in response to changes in interest rates, such as changing the mix in or growth of our assets and liabilities, which could change the results of the EVE and net interest income calculations. As mentioned above, we use an internally developed asset liability model 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 EVE 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 EVE and net interest income table presented above assumes no growth and that generally 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 does 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. Accordingly, although the EVE 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 EVE and net interest income. 70 Liquidity and Capital Resources Liquidity is the ability to economically meet current and future financial obligations. Our primary sources of funds consists of deposit inflows, loan and security cash flows and various forms of borrowings. While maturities and scheduled amortization of loans and securities are predictable source of funds, deposit flows and mortgage prepayments are greatly influenced by general interest rates, economic conditions and competition. Our Asset Liability Committee is responsible for establishing and monitoring our liquidity targets and strategies to ensure that sufficient liquidity exists for meeting the needs of our customers as well as unanticipated contingencies. A primary source of funds is cash provided by cash flows on loans and securities. Principal repayments on loans for the years ended December 31, 2016, 2015 and 2014 were $3.30 billion, $2.95 billion and $2.14 billion, respectively. Principal repayments on securities for the years ended December 31, 2016, 2015 and 2014 were $671.3 million, $553.2 million and $357.6 million, respectively. There were sales of securities during years ended December 31, 2016 and 2014 of $72.2 million and $70.3 million, respectively. Included in principal repayments for the year ended December 31, 2015 were security payoffs of $2.6 million resulting in a gain. In connection with the second step conversion in 2014, the Company raised net proceeds of $2.15 billion and used approximately half of the proceeds to pay down maturing, short term borrowings. 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, 2016, 2015 and 2014 totaled $227.1 million, $533.1 million and $277.4 million, respectively. For the year ended December 31, 2016 and 2015 deposits increased $1.22 billion and $1.89 billion, respectively. For the year ended December 31, 2014, excluding the deposits from the Gateway Financial acquisition, total deposits increased by $1.20 billion. Deposit flows are affected by the overall level of and direction of changes in market interest rates, the interest rates and products offered by us and our local competitors, and other factors. K - 0 1 M R O F For the year ended December 31, 2016 and 2015 net borrowed funds increased $1.28 billion and $497.0 million, respectively. Excluding borrowed funds assumed in the Gateway Financial acquisition, net borrowed funds decreased by $606.4 million for the year ended December 31, 2014. The Company used approximately half of the proceeds from its second step capital offering in May 2014 to pay down maturing, short-term borrowings. The increases in borrowings was largely due to new loan originations outpacing deposit growth. Our primary use of funds are for the origination and purchase of loans and the purchase of securities. During the years ended December 31, 2016, 2015 and 2014, we originated loans of $5.08 billion, $4.92 billion and $3.76 billion, respectively. During the year ended December 31, 2016 and 2015 we purchased loans of $141.6 million and $198.6 million, respectively. During the year ended December 31, 2014, excluding loans acquired in the acquisition of Gateway Financial, we purchased loans of $233.9 million. During the year ended December 31, 2016 and 2015 we purchased securities of $1.04 billion and $957.9 million, respectively. During the year ended December 31, 2014, excluding the securities acquired in the Gateway Financial acquisition, we purchased securities of $1.52 billion. In addition, we utilized $363.4 million, $382.9 million and $13.5 million during the years ended December 31, 2016, 2015 and 2014, respectively, to repurchase shares of our common stock under our stock repurchase plans. At December 31, 2016, we had commitments to originate commercial loans of $451.2 million. Additionally, we had commitments to originate residential loans of approximately $113.9 million, commitments to purchase residential loans of $151.6 million and unused home equity and overdraft lines of credit, and undisbursed business and constructions loans, totaling approximately $1.07 billion. Certificates of deposit due within one year of December 31, 2016 totaled $1.87 billion, or 12.2% 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, 2016. 71 F O R M 1 0 - K Liquidity management is both a short 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, 2016, cash and cash equivalents totaled $164.2 million. Securities, which provide additional sources of liquidity, totaled $3.42 billion at December 31, 2016. 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, 2016, our borrowing capacity at the FHLB was $10.25 billion, of which the Company had outstanding borrowings of $4.41 billion and outstanding letters of credit of $2.92 billion. In addition, the Bank had uncommitted unsecured overnight borrowing lines with other institutions totaling $325.0 million, of which no balance was outstanding at December 31, 2016. 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, 2016, Investors Bank exceeded all regulatory capital requirements. Investors Bank is considered “well capitalized” under regulatory guidelines. See “Item 1. 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. The following table summarizes our significant fixed and determinable contractual obligations and other funding needs by payment date at December 31, 2016. 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 $ 960,000 23,629 23,004 $1,350,567 131,202 66,891 (In thousands) $1,375,000 — 53,484 $705,853 — 94,649 $4,391,420 154,831 238,028 $1,006,633 $1,548,660 $1,428,484 $800,502 $4,784,279 The Company has entered into derivative financial instruments to manage exposures that arise from business activities that result in the receipt or payment of future known and uncertain cash amounts, the value of which are determined by interest rates. The Company’s derivative financial instruments are used to manage differences in the amount, timing, and duration of the Company’s known or expected cash receipts and its known or expected cash payments principally related to the Company’s borrowings. For the year ended December 31, 2016, such derivatives were used to hedge the variability in cash flows associated with certain short term wholesale funding transactions. The fair value of the derivative as of December 31, 2016 was an asset of $12.6 million. 72 K - 0 1 M R O F 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. Recent Accounting Pronouncements In March 2016, the FASB issued ASU 2016-09, “Compensation — Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting”, a new standard that changes the accounting for certain aspects of share-based payments to employees. The new guidance requires excess tax benefits and tax deficiencies to be recorded in the income statement when the awards vest or are settled. In addition, cash flows related to excess tax benefits will no longer be separately classified as a financing activity apart from other income tax cash flows. The standard also allows entities to repurchase more of an employee’s shares for tax withholding purposes without triggering liability accounting, clarifies that all cash payments made on an employee’s behalf for withheld shares should be presented as a financing activity on its cash flows statement, and provides an accounting policy election to account for forfeitures as they occur. On December 31, 2016, The Company adopted ASU No. 2016-09 cumulatively, effective for the first quarter of 2016. Upon adoption, the Company recorded an cumulative-effect adjustment to the opening balances of retained earnings and additional paid in capital. The ASU No. 2016-09 requires that excess tax benefits and shortfalls be recorded as income tax benefit or expense in the income statement, rather than equity. This resulted in a benefit to income tax expense in each of the quarters of 2016. Relative to forfeitures, ASU No. 2016-09 allows an entity’s accounting policy election to either continue to estimate the number of awards that are expected to vest, as under current guidance, or account for forfeitures when they occur. The Company has elected to continue its existing practice of estimating the number of awards that will be forfeited. The income tax effects of ASU No. 2016-09 on the statement of cash flows are now classified as cash flows from operating activities, rather than cash flows from financing activities. The Company elected to apply this cash flow classification guidance prospectively and, therefore, prior periods have not been adjusted. ASU No. 2016-09 also requires the presentation of certain employee withholding taxes as a financing activity on the Consolidated Statement of Cash Flows; this is consistent with the manner in which we have presented such employee withholding taxes in the past. Accordingly, no reclassification for prior periods is required. In October 2016, the FASB issued ASU 2016-16, “Income Taxes (Topic 740): Intra-Entity Transfers of Assets Other Than Inventory.” This ASU addresses the recognition of current and deferred taxes for an intra- entity asset transfer and amends current GAAP by eliminating the exception for intra-entity transfers of assets other than inventory to defer such recognition until sale to an outside party. ASU No. 2016-16 is effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. Early adoption is permitted as of the beginning of an annual period for which financial statements (interim or annual) have not been made available for issuance. The Company is currently evaluating the provisions of ASU No. 2016-16 to determine the potential impact the new standard will have on the Company’s Consolidated Financial Statements. In August 2016, the FASB issued ASU 2016-15, “Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments”, a new standard which addresses diversity in practice related to eight specific cash flow issues: debt prepayment or extinguishment costs, settlement of zero-coupon debt instruments or other debt instruments with coupon interest rates that are insignificant in relation to the effective interest rate of the borrowing, contingent consideration payments made after a business combination, proceeds from the settlement of insurance claims, proceeds from the settlement of corporate-owned life insurance policies 73 F O R M 1 0 - K (including bank-owned life insurance policies), distributions received from equity method investees, beneficial interests in securitization transactions; and separately identifiable cash flows and application of the predominance principle. ASU No. 2016-15 is effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. Entities will apply the standard’s provisions using a retrospective transition method to each period presented. If it is impracticable to apply the amendments retrospectively for some of the issues, the amendments for those issues would be applied prospectively as of the earliest date practicable. The Company is currently evaluating the provisions of ASU No. 2016-15 to determine the potential impact the new standard will have on the Company’s Consolidated Financial Statements. In June 2016, the FASB issued ASU 2016-13, “Measurement of Credit Losses on Financial Instruments.” This ASU significantly changes how entities will measure credit losses for most financial assets and certain other instruments that aren’t measured at fair value through net income. In issuing the standard, the FASB is responding to criticism that today’s guidance delays recognition of credit losses. The standard will replace today’s “incurred loss” approach with an “expected loss” model. The new model, referred to as the current expected credit loss (“CECL”) model, will apply to: (1) financial assets subject to credit losses and measured at amortized cost, and (2) certain off-balance sheet credit exposures. This includes, but is not limited to, loans, leases, held-to-maturity securities, loan commitments, and financial guarantees. The CECL model does not apply to available-for-sale (“AFS”) debt securities. For AFS debt securities with unrealized losses, entities will measure credit losses in a manner similar to what they do today, except that the losses will be recognized as allowances rather than reductions in the amortized cost of the securities. As a result, entities will recognize improvements to estimated credit losses immediately in earnings rather than as interest income over time, as they do today. The ASU also simplifies the accounting model for purchased credit-impaired debt securities and loans. ASU 2016-13 also expands the disclosure requirements regarding an entity’s assumptions, models, and methods for estimating the allowance for loan and lease losses. In addition, entities will need to disclose the amortized cost balance for each class of financial asset by credit quality indicator, disaggregated by the year of origination. ASU No. 2016-13 is effective for interim and annual reporting periods beginning after December 15, 2019; early adoption is permitted for interim and annual reporting periods beginning after December 15, 2018. Entities will apply the standard’s provisions as a cumulative-effect adjustment to retained earnings as of the beginning of the first reporting period in which the guidance is effective (i.e., modified retrospective approach). While early adoption is permitted, the Company does not expect to elect that option. The Company has begun its evaluation of the amended guidance including the potential impact on its Consolidated Financial Statements. The extent of the change is indeterminable at this time as it will be dependent upon portfolio composition and credit quality at the adoption date, as well as economic conditions and forecasts at that time. In February 2016, the FASB issued ASU 2016-02, “Leases (Topic 842)”, which requires all lessees to recognize a lease liability and a right-of-use asset, measured at the present value of the future minimum lease payments, at the lease commencement date. Lessor accounting remains largely unchanged under the new guidance. The guidance is effective for fiscal years beginning after December 15, 2018, including interim reporting periods within that reporting period, with early adoption permitted. A modified retrospective approach must be applied for leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements. The Company continues to evaluate the impact of the guidance, including determining whether other contracts exist that are deemed to be in scope. As such, no conclusions have yet been reached regarding the potential impact on adoption on the Company’s Consolidated Financial Statements. In January 2016, the FASB issued ASU 2016-01, “Financial Instruments- Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities.” This amendment supersedes the guidance to classify equity securities with readily determinable fair values into different categories, requires equity securities to be measured at fair value with changes in the fair value recognized through net income, and simplifies the impairment assessment of equity investments without readily determinable fair values. The amendment requires public business entities that are required to disclose the fair value of financial instruments measured at amortized cost on the balance sheet to measure that fair value using the exit price notion. The amendment requires an entity to present separately in other comprehensive income the portion of the total change 74 K - 0 1 M R O F in the fair value of a liability resulting from a change in the instrument-specific credit risk when the entity has elected to measure the liability at fair value in accordance with the fair value option. The amendment requires separate presentation of financial assets and financial liabilities by measurement category and form of financial asset on the balance sheet or in the accompanying notes to the financial statements. The amendment reduces diversity in current practice by clarifying that an entity should evaluate the need for a valuation allowance on a deferred tax asset related to available for sale securities in combination with the entity’s other deferred tax assets. This amendment is effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. Entities should apply the amendment by means of a cumulative effect adjustment as of the beginning of the fiscal year of adoption, with the exception of the amendment related to equity securities without readily determinable fair values, which should be applied prospectively to equity investments that exist as of the date of adoption. The Company intends to adopt the accounting standard during the first quarter of 2018, as required, and is currently evaluating the impact on its results of operations, financial position, and liquidity. In May 2014, the FASB issued ASU 2014-09, “Revenue from Contracts with Customers.” The objective of this amendment is to clarify the principles for recognizing revenue and to develop a common revenue standard for U.S. GAAP and IFRS. This update affects any entity that either enters into contracts with customers to transfer goods or services or enters into contracts for the transfer of nonfinancial assets unless those contracts are in the scope of other standards. The ASU is effective for public business entities for financial statements issued for fiscal years beginning after December 15, 2017, and early adoption is permitted. Subsequently, the FASB issued the following standards related to ASU 2014-09: ASU 2016-08, “Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations” ; ASU 2016-10, “Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing”; ASU 2016-11, “Revenue Recognition (Topic 605) and Derivatives and Hedging (Topic 815): Rescission of SEC Guidance Because of Accounting Standards Updates 2014-09 and 2014-16 Pursuant to Staff Announcements at the March 3, 2016 EITF Meeting”; and ASU 2016-12, “Revenue from Contracts with Customers (Topic 606): Narrow-Scope Improvements and Practical Expedients”. These amendments are intended to improve and clarify the implementation guidance of ASU 2014-09 and have the same effective date as the original standard. The Company’s revenue is comprised of net interest income on interest earning assets and liabilities and non-interest income. The scope of guidance explicitly excludes net interest income as well as other revenues associated with financial assets and liabilities, including loans, leases, securities and derivatives. Accordingly, the majority of the Company’s revenues will not be affected. In September 2015, the FASB issued ASU 2015-16, “Business Combinations- Simplifying the Accounting for Measurement-Period Adjustments.” Under the new rules, acquirers no longer have to retrospectively adjust provisional amounts included in acquisition-date financial statements, when final facts and circumstances are not known on the acquisition date, and later become known in the measurement period. Instead, adjustments that are made in a later period are to be reported in that period. However, acquirers must disclose the amount of adjustments to current period income relating to amounts that would have been recognized in previous periods if the adjustments were recognized as of the acquisition date. For public business entities, the guidance in the ASU is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2015. This guidance did not have a material impact to the Company’s consolidated financial statements. In April 2015, the FASB issued ASU 2015-03, “Simplifying the Presentation of Debt Issuance Costs.” The ASU changes the presentation of debt issuance costs in financial statements. Under the ASU, an entity presents such costs in the balance sheet as a direct deduction from the related debt liability rather than as an asset. Amortization of the costs is reported as interest expense. According to the ASU’s Basis for Conclusions, debt issuance costs incurred before the associated funding is received should be reported on the balance sheet as deferred charges until that debt liability amount is recorded. For public business entities, the guidance in the ASU is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2015. This guidance did not have a material impact to the Company’s consolidated financial statements. 75 F O R M 1 0 - K In April 2015, the FASB issued ASU 2015-04, “Practical Expedient for the Measurement Date of an Employer’s Defined Benefit Obligation and Plan Assets.” The ASU gives an employer whose fiscal year-end does not coincide with a calendar month-end the ability, as a practical expedient, to measure defined benefit retirement obligations and related plan assets as of the month-end that is closest to its fiscal year-end. The ASU also provides guidance on accounting for contributions to the plan and significant events that require a remeasurement that occur during the period between a month-end measurement date and the employer’s fiscal year-end. An entity should reflect the effects of those contributions or significant events in the measurement of the retirement benefit obligations and related plan assets. The ASU is effective for public business entities for financial statements issued for fiscal years beginning after December 15, 2015, and interim periods within those fiscal years. This guidance did not have a material impact to the Company’s consolidated financial statements. 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 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, 2016. 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, 2016 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. (c) Management’s 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. 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 76 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, 2016. 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 (2013). Based on our assessment we believe that, as of December 31, 2016, 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, 2016. 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. K - 0 1 M R O F 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 Stockholders to be held on May 23, 2017. 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 Stockholders to be held on May 23, 2017. 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 Stockholders to be held on May 23, 2017. 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 Stockholders to be held on May 23, 2017. 77 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 Stockholders to be held on May 23, 2017. 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 Stockholders to be held on May 23, 2017. ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES (a) (1) Financial Statements Part IV F O R M 1 0 - K 78 Report of Independent Registered Public Accounting Firm The Board of Directors and Stockholders Investors Bancorp, Inc.: We have audited the accompanying consolidated balance sheets of Investors Bancorp, Inc. and subsidiaries (the Company) as of December 31, 2016 and 2015, 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, 2016. 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, 2016 and 2015, and the results of their operations and their cash flows for each of the years in the three-year period ended December 31, 2016, in conformity with U.S. generally accepted accounting principles. K - 0 1 M R O F 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, 2016, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO), and our report dated March 1, 2017 expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting. /s/ KPMG LLP Short Hills, New Jersey March 1, 2017 79 F O R M 1 0 - K Report of Independent Registered Public Accounting Firm The Board of Directors and Stockholders Investors Bancorp, Inc.: We have audited Investors Bancorp, Inc.’s (the Company) internal control over financial reporting as of December 31, 2016, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Treadway Commission (COSO). The Company’s the Committee of Sponsoring Organizations of 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. maintained, in all material respects, effective internal control over financial reporting as of December 31, 2016, based on criteria established in Internal Control — Integrated Framework (2013) 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, 2016 and 2015, 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, 2016, and our report dated March 1, 2017 expressed an unqualified opinion on those consolidated financial statements. /s/ KPMG LLP Short Hills, New Jersey March 1, 2017 80 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 $1,782,801 and $1,888,686 at December 31, 2016 and 2015, respectively) Loans receivable, net Loans held-for-sale Federal Home Loan Bank stock 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 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, 100,000,000 authorized shares; none issued Common stock, $0.01 par value, 1,000,000,000 shares authorized; 359,070,852 issued at December 31, 2016 and 2015; 309,449,388 and 334,894,181 outstanding at December 31, 2016 and 2015, respectively Additional paid-in capital Retained earnings Treasury stock, at cost; 49,621,464 and 24,176,671 shares at December 31, 2016 and 2015, respectively Unallocated common stock held by the employee stock ownership plan Accumulated other comprehensive loss Total stockholders’ equity Total liabilities and stockholders’ equity K - 0 1 M R O F December 31, 2016 December 31, 2015 (In thousands except share data) $ 164,178 1,660,433 148,904 1,304,697 1,755,556 18,569,855 38,298 237,878 65,969 4,492 177,417 222,277 161,940 101,839 14,543 1,844,223 16,661,133 7,431 178,437 58,563 6,283 172,519 237,367 159,152 105,311 4,664 $23,174,675 20,888,684 $15,280,833 4,546,251 105,851 118,495 14,063,656 3,263,090 108,721 141,570 20,051,430 17,577,037 — — 3,591 2,765,732 1,053,750 3,591 2,785,503 936,040 (587,974) (87,254) (24,600) (295,412) (90,250) (27,825) 3,123,245 3,311,647 $23,174,675 20,888,684 See accompanying notes to consolidated financial statements. 81 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 For the Years Ended December 31, 2016 2015 2014 (Dollars in thousands, except per share data) $ 715,901 663,424 603,438 198 36 60,211 7,713 342 9,120 123 45 55,096 5,929 225 6,881 115 46 44,183 5,667 552 6,861 Total interest and dividend income 793,521 731,723 660,862 Interest expense: Deposits Borrowed Funds Total interest expense Net interest income Provision for loan losses Net interest income after provision for loan losses F O R M 1 0 - K Non-interest income Fees and service charges Income on bank owned life insurance Gain on loans, net Gain on securities transactions, net Gain on sale of other real estate owned, net Other income Total non-interest income Non-interest expense Compensation and fringe benefits Advertising and promotional expense Office occupancy and equipment expense Federal deposit insurance premiums General and administrative Professional fees Data processing and communication Contribution to charitable foundation 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 82,057 71,279 153,336 640,185 19,750 620,435 17,148 4,423 4,787 3,100 96 7,647 37,201 206,698 8,644 56,220 12,183 3,131 20,104 21,043 — 30,541 358,564 299,072 106,947 192,125 0.65 0.64 $ $ $ 71,414 65,225 136,639 595,084 26,000 569,084 17,119 3,948 7,786 1,036 1,631 8,605 40,125 186,320 10,988 50,865 9,050 4,372 16,104 22,366 — 28,267 328,332 280,877 99,372 181,505 0.55 0.55 59,206 59,685 118,891 541,971 37,500 504,471 19,399 4,652 5,257 1,546 809 10,198 41,861 172,068 12,238 49,668 14,390 4,238 14,672 25,333 20,000 27,253 339,860 206,472 74,751 131,721 0.38 0.38 297,580,834 300,954,885 329,763,527 332,933,448 344,389,259 347,731,571 See accompanying notes to consolidated financial statements. 82 INVESTORS BANCORP, INC. AND SUBSIDIARIES Consolidated Statements of Comprehensive Income Net income Other comprehensive income (loss), net of tax: Change in funded status of retirement obligations Unrealized (loss) gain on securities available-for-sale Accretion of loss on securities reclassified to held to maturity Reclassification adjustment for security gains included in net income Other-than-temporary impairment accretion on debt securities Net gains on derivatives arising during the period Total other comprehensive income (loss) Total comprehensive income For the Years Ended December 31, 2016 2015 2014 $192,125 (In thousands) 181,505 131,721 7,471 (12,284) 1,092 (1,358) 880 7,424 (1,455) (4,933) 1,448 (1,547) 1,066 — (5,042) 5,952 1,726 (138) 794 — 3,225 (5,421) 3,292 $195,350 176,084 135,013 See accompanying notes to consolidated financial statements. K - 0 1 M R O F 83 INVESTORS BANCORP, INC. & SUBSIDIARIES Consolidated Statements of Stockholders’ Equity Year ended December 31, 2016, 2015 and 2014 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 except share data) $1,519 — — 720,766 734,563 (67,046) — 131,721 — — — — (29,779) — — (25,696) — 3,292 1,334,327 131,721 3,292 Balance at December 31, 2013 Net income Other comprehensive income, net of tax Corporate Reorganization Conversion of Investors Bancorp, MHC (213,963,274 shares) — — (66,174) — 66 Purchase by ESOP (6,617,421 shares) (143) Treasury stock retired (14,293,439 shares) — Contribution of MHC — Equity from Gateway acquisition Purchase of treasury stock (1,295,193 shares) — Treasury stock allocated to restricted stock plan — Compensation cost for stock options and 2,140 2,091,579 66,108 (64,126) — 22,000 — (390) — — — 64,269 — — 12,652 — — (13,523) 132 258 restricted stock — Net tax benefit from stock-based compensation — Option Exercise Cash dividend paid ($0.12 per common share) ESOP shares allocated or committed to be — 13,701 3,710 8,764 9 — — — — (42,555) — — 5,037 — F O R M 1 0 - K released — 2,294 — — 2,707 Balance at December 31, 2014 3,591 2,864,406 836,639 (11,131) (93,246) (22,404) 3,577,855 — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — 2,093,719 — — 12,652 22,000 (13,523) — 13,701 3,710 13,810 (42,555) 5,001 — (5,421) — 181,505 (5,421) (382,922) — — — — — — — — 9,220 2,985 10,119 — (87,395) 5,701 — — 3,225 — — 192,125 3,225 (363,410) — — — — — — — 21,975 34,317 — (82,291) 5,657 Net income Other comprehensive loss, net of tax Purchase of treasury stock (31,576,421 shares) Treasury stock allocated to restricted stock plan — — — — 181,505 — — — — (382,922) — — (6,849,832 shares) — (85,897) 5,472 80,425 Compensation cost for stock options and restricted stock — Net tax benefit from stock-based compensation — Option exercise — Common stock repurchased for restricted stock plan (90,000 shares) Cash dividend paid ($0.25 per common share) ESOP shares allocated or committed to be released — — — 9,220 2,985 (9,045) — — — 19,164 — — 1,129 (181) — (87,395) (948) — 2,705 — — 2,996 Cumulative effect of adopting ASU No. 2016-09 — — Net income — Other comprehensive income, net of tax Purchase of treasury stock (31,336,369 shares) — Treasury stock allocated to restricted stock plan (8,051) 8,051 — 192,125 — — — — (363,410) — — — (276,890 shares) Compensation cost for stock options and restricted stock Option exercise Common stock repurchased for restricted stock plan (100,205 shares) Cash dividend paid ($0.26 per common share) ESOP shares allocated or committed to be released — — — — (3,237) (85) 3,322 — 21,975 — (34,325) — — 68,642 — 1,206 (90) — (82,291) (1,116) 2,661 — — 2,996 Balance at December 31, 2015 3,591 2,785,503 936,040 (295,412) (90,250) (27,825) 3,311,647 Balance at December 31, 2016 $3,591 2,765,732 1,053,750 (587,974) (87,254) (24,600) 3,123,245 See accompanying notes to consolidated financial statements. 84 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: Contribution of stock to charitable foundation 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 on securities transactions, net Mortgage loans originated for sale Proceeds from mortgage loan sales Gain on sales of mortgage loans, net Gain on sale of other real estate owned Gain on bargain purchase of acquisitions Income on bank owned life insurance Increase in accrued interest receivable Deferred tax expense (benefit) Decrease in other assets Net tax benefit from stock-based compensation (Decrease) increase in other liabilities Total adjustments Net cash provided by operating activities 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 Proceeds from principal repayments/calls/maturities of securities available for sale Proceeds from sales of securities available for sale Proceeds from principal repayments/calls/maturities of securities held to maturity Proceeds from sales of securities held to maturity Purchases of securities available for sale Purchases of securities held to maturity 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 received from MHC for merger Cash received, net of cash consideration paid for acquisitions Net cash used in investing activities Cash flows from financing activities: Net increase in deposits Net proceeds from sale of common stock Loan to ESOP for purchase of common stock Repayments of funds borrowed under other repurchase agreements Net increase (decrease) in other borrowings Net (decrease) 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 (decrease) 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 Transfer of loans to loans held for sale 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 Net non-cash assets acquired Common stock issued for acquisitions For the Years Ended December 31, 2016 2015 2014 (In thousands) $ 192,125 181,505 131,721 — 27,632 13,702 (4,508) 2,881 19,750 16,190 (3,100) (245,792) 219,078 (4,154) (96) — (4,423) (7,406) 11,640 3,479 10,414 (20,276) 35,011 227,136 (141,562) (1,795,505) 10,398 (646) 5,021 302,769 57,879 368,543 14,348 (744,380) (295,157) 215,142 (274,583) (21,088) 875 — — (2,297,946) 1,217,177 — — — 1,283,161 (2,870) (82,291) 34,317 (363,410) — 2,086,084 15,274 148,904 164,178 — 14,921 13,943 (10,122) 3,350 26,000 13,930 (1,036) (238,608) 590,636 (5,258) (1,631) — (3,948) (3,296) (3,180) 4,245 — (48,317) 351,629 533,134 (198,623) (1,990,008) 49,938 (2,528) 7,104 252,683 — 300,549 — (375,605) (582,337) 157,342 (184,492) (25,550) 6,405 — — (2,585,122) 1,891,330 — — (10,000) 506,986 38,828 (87,395) 10,119 (382,922) 2,985 1,969,931 (82,057) 230,961 148,904 3,351 — 152,807 117,127 4,448 347,955 135,930 88,169 — — — — — — — — — — — — — — — — — — — — — — $ $ K - 0 1 M R O F 10,000 18,702 10,173 (1,794) 3,806 37,500 13,151 (1,546) (150,099) 186,747 (2,832) (809) (1,482) (4,652) (7,100) (9,786) 4,425 — 41,263 145,667 277,388 (233,856) (1,650,629) 2,425 (2,425) 7,614 174,255 51,093 183,482 19,177 (587,952) (930,256) 143,707 (116,403) (31,655) 5,455 11,307 17,917 (2,936,744) 1,198,843 2,149,893 (66,174) (98,205) (508,150) 1,979 (42,555) 13,810 (13,523) 3,710 2,639,628 (19,728) 250,689 230,961 6,404 32,411 118,140 85,796 50,347 195,062 1,853 21,343 268,605 254,672 5,185 3,184 263,041 5,564 — See accompanying notes to consolidated financial statements. 85 F O R M 1 0 - K 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 comprised of the accounts of Investors Bancorp, Inc. and its wholly owned subsidiaries, including Investors Bank (the “Bank”) and the Bank’s wholly-owned subsidiaries (collectively, the “Company”). All significant intercompany accounts and transactions have been eliminated in consolidation. Certain reclassifications have been made in the consolidated financial statements to conform with current year classifications. In the opinion of management, all the adjustments (consisting of normal and recurring adjustments) necessary for the fair presentation of the consolidated financial condition and the consolidated results of operations for the periods presented have been included. The results of operations and other data presented for the years ended December 31, 2016, 2015 and 2014 are not necessarily indicative of the results of operations that may be expected for subsequent years. 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 2. On May 7, 2014, Investors Bancorp, MHC, Investors Bancorp, Inc. and the Bank completed the Plan of Conversion and Reorganization of the Mutual Holding Company (the “Plan”) in which the Bank reorganized from a two-tier mutual holding company structure to a fully public stock holding company structure. The Company raised net proceeds of $2.15 billion by selling a total of 219,580,695 shares of common stock at $10.00 per share in the second step stock offering and issued 1,000,000 shares of common stock to the Investors Charitable Foundation. Concurrent with the completion of the stock offering, each share of Old Investors Bancorp common stock owned by public stockholders (stockholders other than Investors Bancorp, MHC) was exchanged for 2.55 shares of Company common stock. A total of 137,560,968 shares of Company common stock were issued in the exchange. The conversion was accounted for as a capital raising transaction by entities under common control. The historical financial results of Investors Bancorp, MHC are immaterial to the results of the Company and therefore upon completion of the conversion, the net assets of Investors Bancorp, MHC were merged into the Company and are reflected as an increase to stockholders’ equity. In addition, the second step conversion resulted in the accelerated vesting of all outstanding stock awards as of the conversion date. The withholding of shares for payment of taxes with respect to these awards resulted in treasury stock of 1,101,694 shares. As a result of the conversion, all share information has been revised to reflect the 2.55- to- one exchange ratio. Financial information presented in this Form 10-K is derived in part from the consolidated financial statements of Old Investors Bancorp and subsidiaries. See Note 2. 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”), judgments regarding goodwill and fair value, impairment impairment of securities, stock based compensation and derivative instruments are particularly critical because the valuation of deferred tax assets, 86 K - 0 1 M R O F INVESTORS BANCORP, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements 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. (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 $62.8 million at December 31, 2016 and $43.4 million at December 31, 2015. (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. 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 87 INVESTORS BANCORP, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements 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 (d) Loans Receivable, Net F O R M 1 0 - K 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 (using the appropriate look-back and loss emergence periods), 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 or other 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 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 evaluates 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 greater than $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 for impairment. Impaired loans are individually evaluated 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 88 K - 0 1 M R O F INVESTORS BANCORP, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements unless they are modified in a trouble debt restructure. Such loans include residential mortgage loans, consumer 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. (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) Stock in the Federal Home Loan Bank 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 $152.8 million at December 31, 2016 and $152.5 million at December 31, 2015 and a claims stabilization reserve of $9.1 million at December 31, 2016 and $6.6 million at December 31, 2015. 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 89 INVESTORS BANCORP, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements insurance carrier for the policy issuance) is guaranteed by the insurance carrier provided that certain conditions are met at the date on which a contract is surrendered. The Company satisfied these conditions at December 31, 2016 and 2015. (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, 2016, 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, 2016, 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. F O R M 1 0 - K 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. Subsequent 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. (j) Other 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 are charged to income along with any additional property maintenance and protection expenses incurred in owning the properties. (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. 90 INVESTORS BANCORP, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements 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 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. The Company recognizes accrued interest and penalties related to unrecognized tax benefits, where applicable, in income tax expense. K - 0 1 M R O F (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. The Company has two Supplemental Employee Retirement Plans (“SERPs”). The SERPs are a nonqualified, defined benefit plans which provide benefits to certain eligible employees of the Company whose 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 SERPs 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 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 due to the repayment of the loan by the ESOP to the Company. The Company recognizes 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”. The Company estimates 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 91 F O R M 1 0 - K INVESTORS BANCORP, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements 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. ASC 718 requires the Company to report as a financing cash flow the benefits of realized tax deductions in excess of previously recognized tax benefits on compensation expense. In accordance with SEC Staff Accounting Bulletin No. 107 (“SAB 107”), 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. 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. (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 and (2) 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. (o) Derivative Financial Instruments As part of our interest rate risk management, we may utilize, from time-to-time, derivative financial instruments which are recorded as either assets or liabilities in the consolidated balance sheet at fair value. The effective portion of changes in the fair value of derivatives designated and that qualify as cash flow hedges is initially recorded in Accumulated Other Comprehensive Income and is subsequently reclassified into earnings in the period that the hedged forecasted transaction affects earnings. The ineffective portion of the change in fair value of the derivatives would be recognized directly in earnings. 2. Stock Transactions Stock Offering Investors Bancorp, Inc. (the “Company”) is a Delaware corporation that was incorporated in December 2013 to be the successor to Investors Bancorp, Inc. (“Old Investors Bancorp”) upon completion of the 92 K - 0 1 M R O F INVESTORS BANCORP, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements mutual-to-stock conversion of Investors Bancorp, MHC, the top tier holding company of Old Investors Bancorp. Old Investors Bancorp completed its initial public stock offering on October 11, 2005 selling 131,649,089 shares, or 43.74% of its outstanding common stock, including 10,847,883 shares purchased by the ESOP. Upon completion of the initial public offering, Investors Bancorp, MHC, a New Jersey chartered mutual holding company held 165,353,151 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 3,949,473 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. to subscribers in the offering, In conjunction with the second step conversion, Investors Bancorp, MHC merged into Old Investors Bancorp (and ceased to exist), and Old Investors Bancorp merged into the Company and the Company became its successor under the name Investors Bancorp, Inc. The second step conversion was completed May 7, 2014. The Company raised net proceeds of $2.15 billion by selling a total of 219,580,695 shares of common stock at $10.00 per share in the second step stock offering and issued 1,000,000 shares of common stock to the Investors Charitable Foundation. Concurrent with the completion of the stock offering, each share of Old Investors Bancorp common stock owned by public stockholders (stockholders other than Investors Bancorp, MHC) was exchanged for 2.55 shares of Company common stock. A total of 137,560,968 shares of Company common stock were issued in the exchange. The conversion was accounted for as a capital raising transaction by entities under common control. The historical financial results of Investors Bancorp, MHC are immaterial to the results of the Company and therefore upon completion of the conversion, the net assets of Investors Bancorp, MHC were merged into the Company and are reflected as an increase to stockholders’ equity. In addition, the second step conversion resulted in the accelerated vesting of all outstanding stock awards as of the conversion date. The withholding of shares for payment of taxes with respect to these awards resulted in treasury stock of 1,101,694 shares. Stock Repurchase Programs Under applicable federal regulations, the Company was not permitted to implement a stock repurchase program during the first year following completion of the second-step conversion without prior notice to, and the receipt of a non-objection from, the Federal Reserve Board. On March 16, 2015, the Company announced it had received approval from the Board of Governors of the Federal Reserve System to commence a 5% buyback program prior to the one-year anniversary of the completion of its second step conversion. Accordingly, the Board of Directors authorized the repurchase of 17,911,561 shares. The first program was completed on June 30, 2015. On June 9, 2015, the Company announced its second share repurchase program, which authorized the purchase of an additional 10% of its publicly-held outstanding shares of common stock, or 34,779,211 shares. The second repurchase program commenced immediately upon completion of the first repurchase plan on June 30, 2015. The second program was completed on June 17, 2016. On April 28, 2016, the Company announced its third share repurchase program, which authorized the purchase of an additional 10% of its publicly-held outstanding shares of common stock, or 31,481,189 shares. The new repurchase program commenced immediately upon completion of the second repurchase plan on June 17, 2016. During the year ended December 31, 2016, the Company purchased 31,336,369 shares at a cost of $363.4 million, or approximately $11.60 per share. During the year ended December 31, 2015, the Company purchased 31,576,421 shares at a cost of $382.9 million, or approximately $12.13 per share. 93 INVESTORS BANCORP, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements During the year ended December 31, 2014, prior to the second step conversion, the Company purchased 1,295,193 shares at a cost of $13.5 million, or approximately $10.44 per share. The second step conversion on May 7, 2014 resulted in the accelerated vesting of all outstanding stock awards. The withholding of shares for payments of taxes with respect to these awards resulted in the purchase of 1,101,694 shares. Cash Dividends Since September 2012, we have paid a quarterly cash dividend. Our dividend payout ratio for the year ending December 31, 2016 was 40%. 3. Securities The following tables present the carrying value, gross unrealized gains and losses and estimated fair value for available-for-sale securities and the amortized cost, net unrealized losses, carrying value, gross unrecognized gains and losses and estimated fair value for held-to-maturity securities as of the dates indicated: Available-for-sale: Equity securities Mortgage-backed securities: Carrying value At December 31, 2016 Gross unrealized gains Gross unrealized losses (In thousands) Estimated fair value $ 5,825 918 83 6,660 Federal Home Loan Mortgage Corporation Federal National Mortgage Association Government National Mortgage Association 603,774 1,022,383 1,971 2,678 47,538 — 7,306 598,439 16,474 1,008,587 46,747 791 Total mortgage-backed securities available-for-sale Total available-for-sale securities 1,673,695 4,649 24,571 1,653,773 $1,679,520 5,567 24,654 1,660,433 F O R M 1 0 - K 94 INVESTORS BANCORP, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements At December 31, 2016 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 $ 2,128 — 37,978 — 2,128 37,978 12 1,515 securities 65,852 21,760 44,092 40,153 Total debt securities held-to-maturity Mortgage-backed securities: Federal Home Loan 105,958 21,760 84,198 41,680 — — — — 2,140 39,493 84,245 125,878 Mortgage Corporation 411,692 1,559 410,133 793 3,502 407,424 Federal National Mortgage Association 1,246,635 1,802 1,244,833 3,635 15,389 1,233,079 Government National Mortgage Association 16,392 — 16,392 28 — 16,420 Total mortgage- backed securities held-to-maturity 1,674,719 3,361 1,671,358 4,456 18,891 1,656,923 Total held-to-maturity securities $1,780,677 25,121 1,755,556 46,136 18,891 1,782,801 (1) Net unrealized losses of held-to-maturity corporate and other debt securities represent the other than temporary charge related to other non-credit factors and is being 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 and is being amortized through accumulated other comprehensive income over the remaining life of the securities. (2) Unrecognized gains and losses of held-to-maturity securities are not reflected in the financial statements, as the date a security is designated as they represent held-to-maturity; or (ii) the date that an other than temporary impairment charge is recognized on a held-to-maturity security, through the date of the balance sheet. fair value fluctuations from the later of: (i) K - 0 1 M R O F 95 F O R M 1 0 - K INVESTORS BANCORP, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements Available-for-sale: Equity securities Mortgage-backed securities: Carrying value At December 31, 2015 Gross unrealized gains Gross unrealized losses (In thousands) Estimated fair value $ 5,778 733 16 6,495 Federal Home Loan Mortgage Corporation Federal National Mortgage Association Government National Mortgage Association 546,652 724,851 24,841 3,242 4,520 1 2,443 3,299 163 547,451 726,072 24,679 Total mortgage-backed securities available-for-sale Total available-for-sale securities 1,296,344 7,763 5,905 1,298,202 $1,302,122 8,496 5,921 1,304,697 At December 31, 2015 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 $ 4,232 — 43,058 — 4,232 43,058 11 1,307 securities 58,358 23,245 35,113 42,704 Total debt securities held-to-maturity Mortgage-backed securities: Federal Home Loan 105,648 23,245 82,403 44,022 — — — — 4,243 44,365 77,817 126,425 Mortgage Corporation 516,841 2,502 514,339 2,213 3,082 513,470 Federal National Mortgage Association 1,228,845 2,705 1,226,140 7,305 6,120 1,227,325 Government National Mortgage Association 21,330 — 21,330 125 Federal housing authorities Total mortgage- backed securities held-to-maturity 11 — 11 — 1,767,027 5,207 1,761,820 9,643 Total held-to-maturity securities $1,872,675 28,452 1,844,223 53,665 — — 21,455 11 9,202 9,202 1,762,261 1,888,686 (1) Net unrealized losses of held-to-maturity corporate and other debt securities represent the other than temporary charge related to other non-credit factors and is being 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 and is being amortized through accumulated other comprehensive income over the remaining life of the securities. 96 INVESTORS BANCORP, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements (2) Unrecognized gains and losses of held-to-maturity securities are not reflected in the financial statements, as they represent the date a security is designated as held-to-maturity; or (ii) the date that an other-than-temporary impairment charge is recognized on a held-to-maturity security, through the date of the balance sheet. fair value fluctuations from the later of: (i) At December 31, 2016, corporate and other debt securities include a portfolio of collateralized debt obligations backed by pooled trust preferred securities (“TruPS”), principally issued by banks and to a lesser extent insurance companies, real estate investment trusts, and collateralized debt obligations. At December 31, 2016 the TruPS had an amortized cost and estimated fair value of $39.1 million and $79.2 million, respectively. While all were investment grade at purchase, securities classified as non-investment grade at December 31, 2016 had an amortized cost and estimated fair value of $37.1 million and $72.9 million, respectively. Fair value is derived from considering specific assumptions, including terms of the TruPS structure, events of deferrals, defaults and liquidations, the projected cashflow for principal and interest payments, and discounted cash flow modeling. Approximately $469.4 million of the Company’s securities are pledged to secure borrowings. The contractual maturities of the Bank’s mortgage-backed securities are generally less than 20 years with effective lives expected to be shorter due to prepayments. Expected maturities may differ from contractual maturities due to underlying loan prepayments 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, 2016, by contractual maturity, are shown below. K - 0 1 M R O F 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, 2016 Carrying Value Estimated fair value (In thousands) $33,348 2,203 5,000 43,647 33,348 2,215 5,003 85,312 $84,198 125,878 97 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, 2016 and December 31, 2015, was as follows: December 31, 2016 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) $ 4,722 83 — — 4,722 83 406,878 7,220 12,756 86 419,634 7,306 762,272 15,977 25,089 497 787,361 16,474 46,747 791 — — 46,747 791 Available-for-sale: Equity Securities Mortgage-backed securities: Federal Home Loan Mortgage Corporation Federal National Mortgage Association Government National Mortgage Association Total mortgage-backed securities available-for-sale F O R M 1 0 - K Total available-for-sale securities 1,220,619 24,071 37,845 1,215,897 23,988 37,845 583 583 1,253,742 24,571 1,258,464 24,654 339,666 3,354 3,623 148 343,289 3,502 — 148 731 970,194 15,389 1,313,483 18,891 2,571,947 43,545 Held-to-maturity: Mortgage-backed securities: Federal Home Loan Mortgage Corporation Federal National Mortgage Association 970,194 15,389 — Total held-to-maturity securities $1,309,860 18,743 3,623 Total $2,530,479 42,814 41,468 98 INVESTORS BANCORP, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements December 31, 2015 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) $ 4,692 16 — — 4,692 16 263,255 2,443 — — 263,255 2,443 375,792 2,850 14,821 449 390,613 3,299 24,874 163 — — 24,874 163 Available-for-sale: Equity Securities Mortgage-backed securities: Federal Home Loan Mortgage Corporation Federal National Mortgage Association Government National Mortgage Association Total mortgage-backed securities available-for-sale Held-to-maturity: Mortgage-backed securities: Federal Home Loan Mortgage Corporation Federal National Mortgage Association Total available-for-sale securities 668,613 5,472 14,821 663,921 5,456 14,821 449 449 678,742 5,905 683,434 5,921 K - 0 1 M R O F 342,702 2,804 4,887 278 347,589 3,082 Total held-to-maturity securities $ 890,028 8,281 33,900 547,326 5,477 29,013 643 921 576,339 6,120 923,928 9,202 Total $1,558,641 13,753 48,721 1,370 1,607,362 15,123 At December 31, 2016 and 2015 gross unrealized losses primarily relate to our mortgage-backed-security portfolio which is comprised of securities issued by U.S. Government Sponsored Enterprises. The fair values of these securities have been negatively impacted by the recent increase in intermediate-term market interest rates. 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. With the assistance of a valuation specialist, we evaluate the credit and performance of each issuer underlying our pooled trust preferred securities. Cash flows for each security are forecast using assumptions for defaults, recoveries, pre-payments and amortization. At December 31, 2016 and 2015, management deemed that the present value of projected cash flows for each security was greater than the book value and did not recognize any additional OTTI charges for the periods ended December 31, 2016 and 2015. At December 31, 2016, 99 F O R M 1 0 - K INVESTORS BANCORP, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements non-credit related OTTI recorded on the previously impaired pooled trust preferred securities was $21.8 million ($12.9 million after-tax). This amount is being accreted into income over the estimated remaining life of the securities. 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: For the Years Ended December 31, 2016 2015 2014 $100,200 (In thousands) 108,817 112,235 — — — — — — Accretion of credit loss impairment due to an increase in expected cash flows Reduction for securities sold or paid off during the period (4,457) — (3,804) (4,813) (3,418) — Balance of credit related OTTI, end of period $ 95,743 100,200 108,817 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 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, 2016, the Company received sale proceeds of $57.9 million on equity securities and pools of mortgage-backed securities sold from the available-for-sale portfolio resulting in a gross realized gain of $2.3 million. For the year ended December 31, 2016, the Company received sale proceeds of $14.3 million on a pool of mortgage-backed securities from the held-to-maturity portfolio resulting in a gross realized gain of $836,000. These securities met the criteria of principal pay downs under 85% of the original investment amount and therefore did not result in a tainting of the held-to-maturity portfolio. The Company sells securities when, in management’s assessment market pricing presents an economic benefit that outweighs holding such securities, and when securities with smaller balance become cost prohibitive to carry. For the year ended December 31, 2015, the Company received proceeds of $2.6 million on an equity security from the available-for-sale portfolio resulting in a gross realized gain of $1.5 million. For the year ended 100 INVESTORS BANCORP, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements December 31, 2015, the Company recognized gains on available-for-sale securities of $145,000 related to capital distributions of equity securities held in the available-for-sale portfolio. For the year ended December 31, 2015, there were no sales of securities from held-to-maturity portfolio, however for the year ended December 31, 2015, the Company recognized a loss of $646,000 on a TruP security which was liquidated by its Trustee. For the year ended December 31, 2014, the Company recognized net gains on available-for-sale securities of $619,000, of which $145,000 were related to capital distributions of equity securities held in the available-for-sale portfolio. 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. As a result of the evaluation of the impact of the Volcker Rule, the Company reclassified one trust preferred security to available-for-sale. The Company sold the security for the year ended December 31, 2014, resulting in gross realized gains of $474,000. For the year ended December 31, 2014 total proceeds of securities from the held-to-maturity portfolio were $19.2 million, which resulted in gross realized gains of $927,000. For the year ended December 31, 2014, sales of mortgage back securities from the held-to-maturity portfolio, which had a book value of $18.3 million resulted in gross realized gains of $877,000. These securities met the criteria of principal pay downs under 85% of the original investment amount and therefore did 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, for the year ended December 31, 2014, the Company recognized a gain of $50,000 on a TruP security which was entirely liquidated by its Trustee. For the year ended December 31, 2014 there were no losses recognized. 4. Loans Receivable, Net The detail of the loan portfolio as of December 31, 2016 and December 31, 2015 was as follows: K - 0 1 M R O F Multi-family loans Commercial real estate loans Commercial and industrial loans Construction loans Total commercial loans Residential mortgage loans Consumer and other loans Total loans excluding PCI loans PCI loans Net unamortized premiums and deferred loan costs(1) Allowance for loan losses Net loans December 31, 2016 December 31, 2015 (In thousands) $ 7,459,131 4,445,194 1,275,283 314,843 13,494,451 4,710,373 596,922 18,801,746 8,956 6,255,904 3,821,950 1,044,329 224,057 11,346,240 5,037,898 496,103 16,880,241 11,089 (12,474) (228,373) (11,692) (218,505) $18,569,855 16,661,133 (1) Included in unamortized premiums and deferred loan costs are accretable purchase accounting adjustments in connection with loans acquired. 101 INVESTORS BANCORP, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements Purchased Credit-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 reflected in the allowance for loan losses. The following table presents changes in the accretable yield for PCI loans during the years ended December 31, 2016 and 2015: Balance, beginning of period Acquisitions Accretion Net reclassification from non-accretable difference(1) Balance, end of period F O R M 1 0 - K Years Ended December 31, 2016 2015 (In thousands) $ 449 — (219) 1,221 — 971 — (522) $1,451 449 (1) 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. 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 Years Ended December 31, 2016 2015 2014 $218,505 (14,997) 5,115 (In thousands) 200,284 (12,216) 4,437 (9,882) 19,750 (7,779) 26,000 173,928 (18,244) 7,100 (11,144) 37,500 $228,373 218,505 200,284 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. Loans acquired are marked to fair value on the date of acquisition with no valuation allowance reflected in the allowance for loan losses. In conjunction with the 102 K - 0 1 M R O F INVESTORS BANCORP, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements quarterly evaluation of the adequacy of the allowance for loan loss, the Company performs an analysis on acquired loans to determine whether or not there has been subsequent deterioration in relation to those loans. If deterioration has occurred, the Company will include these loans in its calculation of the allowance for loan loss. For the year ended December 31, 2016, the Company recorded charge-offs of $52,000 related to PCI loans acquired. 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 by type of loan, risk rating (if applicable) and payment history. In addition, the Company’s residential portfolio is subdivided between fixed and adjustable rate loans as adjustable rate loans are deemed to be subject to more credit risk if interest rates rise. Reserves for each loan segment or the loss factors are generally determined based on the Company’s historical loss experience over a look-back period determined to provide the appropriate amount of data to accurately estimate expected losses as of period end. Additionally, management assesses the loss emergence period for the expected losses of each loan segment and adjusts each historical loss factor accordingly. The loss emergence period is the estimated time from the date of a loss event (such as a personal bankruptcy) to the actual recognition of the loss (typically via the first full or partial loan charge-off), and is determined based upon a study of the Company’s past loss experience by loan segment. The loss factors may also be adjusted to account for qualitative or environmental factors that are likely to cause estimated credit losses inherent in the portfolio to differ from historical loss experience. This evaluation is based on among other things, loan and delinquency trends, general economic conditions, credit concentrations, lending policies and procedures and industry trends, but 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 different 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 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. Loans determined to be impaired are 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 for real property or a discounted cash flow analysis on a business. The appraised value for real property is then reduced to reflect estimated liquidation expenses. The allowance contains reserves identified as unallocated. 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. Our lending emphasis has been the origination of commercial real estate loans, multi-family loans, commercial and industrial loans and the origination and purchase of residential mortgage loans. We also originate home equity loans and home equity lines of credit. These activities resulted in a concentration of loans secured by real estate property and businesses located in New Jersey and New York. Based on the composition of our loan portfolio, we believe the primary risks to our loan portfolio are increases in interest rates, a decline in 103 F O R M 1 0 - K INVESTORS BANCORP, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements the general economy, and declines 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. 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 in determining the value of properties. Negative changes to appraisal assumptions could instrumental significantly impact the valuation of a property securing a loan and the related allowance determined. The assumptions supporting such appraisals are carefully reviewed to determine that the resulting values reasonably reflect amounts realizable on the related loans. loans upon origination. An updated appraisal For commercial real estate, multi-family and construction loans, the Company obtains an appraisal for all collateral dependent is obtained annually for loans rated substandard or worse with a balance of $500,000 or greater. An updated appraisal is obtained biennially for loans rated special mention with a balance of $2.0 million or greater. This is done in order to determine the specific reserve or charge off needed. As part of the allowance for loan loss process, the Company reviews each collateral dependent commercial real estate loan classified as non-accrual and/or impaired and assesses whether there has been an adverse change in the collateral value supporting the loan. The Company utilizes information from its commercial lending officers and its credit department and special asset 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. 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 deteriorates. Management uses relevant 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. 104 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, 2016 and 2015: December 31, 2016 Multi- Family Loans Commercial Real Estate Loans Commercial and Industrial Loans Construction Loans Residential Mortgage Loans Consumer and Other Loans Unallocated Total (Dollars in thousands) Allowance for loan losses: Beginning balance- December 31, 2015 $ Charge-offs Recoveries Provision Ending balance- December 31, 2016 Individually evaluated for impairment Collectively evaluated for impairment Loans acquired with deteriorated credit quality Balance at $ $ 88,223 (161) 1,885 5,614 46,999 (455) 689 5,563 40,585 (4,485) 541 6,851 6,794 (52) 267 4,644 31,443 (9,425) 1,631 (3,818) 1,306 3,155 (419) — — 102 884 12 218,505 (14,997) 5,115 19,750 95,561 52,796 43,492 11,653 19,831 2,850 2,190 228,373 — — — — 1,581 20 — 1,601 95,561 52,796 43,492 11,653 18,250 2,830 2,190 226,772 K - 0 1 M R O F — — — — — — — — December 31, 2016 $ 95,561 52,796 43,492 11,653 19,831 2,850 2,190 228,373 Loans: Individually evaluated for impairment Collectively evaluated for impairment Loans acquired with deteriorated credit quality Balance at $ 248 5,962 3,370 — 24,453 371 — 34,404 7,458,883 4,439,232 1,271,913 314,843 4,685,920 596,551 — 18,767,342 — 7,106 — — 1,507 343 — 8,956 December 31, 2016 $7,459,131 4,452,300 1,275,283 314,843 4,711,880 597,265 — 18,810,702 105 INVESTORS BANCORP, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements December 31, 2015 Multi- Family Loans Commercial Real Estate Loans Commercial and Industrial Loans Construction Loans Residential Mortgage Loans Consumer and Other Loans Unallocated Total (Dollars in thousands) Allowance for loan losses: Beginning balance- December 31, 2014 $ Charge-offs Recoveries Provision $ $ Ending balance- December 31, 2015 Individually evaluated for impairment Collectively evaluated for impairment Loans acquired with deteriorated credit quality Balance at December 31, F O R M 1 0 - K 71,147 (284) 445 16,915 44,030 (1,021) 807 3,183 20,759 (516) 295 20,047 6,488 (466) 317 455 47,936 (9,526) 2,295 (9,262) 6,577 3,347 (403) — — 278 (5,271) (67) 200,284 (12,216) 4,437 26,000 88,223 46,999 40,585 6,794 31,443 3,155 1,306 218,505 — — 2,409 — 1,773 9 — 4,191 88,223 46,999 38,176 6,794 29,670 3,146 1,306 214,314 — — — — — — — — 2015 $ 88,223 46,999 40,585 6,794 31,443 3,155 1,306 218,505 Loans: Individually evaluated for impairment Collectively evaluated for impairment Loans acquired with deteriorated credit quality Balance at $ 3,219 18,941 9,395 2,504 22,539 389 — 56,987 6,252,685 3,803,009 1,034,934 221,553 5,015,359 495,714 — 16,823,254 — 7,149 56 1,786 1,645 453 — 11,089 December 31, 2015 $6,255,904 3,829,099 1,044,385 225,843 5,039,543 496,556 — 16,891,330 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. Watch — A “Watch” asset has all the characteristics of a Pass asset but warrant more than the normal level of supervision. These loans may require more detailed reporting to management because some aspects of underwriting may not conform to policy or adverse events may have affected or could affect the cash flow or ability to continue operating profitably, provided, however, the events do not constitute an undue credit risk. Residential loans delinquent 30-59 days are considered watch if not already identified as impaired. 106 INVESTORS BANCORP, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements 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 60-89 days are considered special mention if not already identified as impaired. Substandard — A “Substandard” asset is inadequately protected by the current 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 as well as those identified as impaired 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. K - 0 1 M R O F The following tables present the risk category of loans as of December 31, 2016 and December 31, 2015 by class of loans excluding PCI loans: Pass Watch Special Mention Substandard Doubtful Loss Total December 31, 2016 (In thousands) Commercial loans: Multi-family Commercial real estate Commercial and industrial Construction Total commercial loans Residential mortgage Consumer and other Total $ 6,961,809 3,900,988 900,190 230,630 276,858 373,319 344,628 76,773 11,993,617 1,071,578 21,873 5,627 4,600,611 583,140 $17,177,368 1,099,078 165,948 134,154 23,588 3,200 326,890 10,239 719 337,848 54,516 36,733 6,877 4,240 102,366 77,650 7,436 187,452 — — — — — — — — — 7,459,131 — 4,445,194 — 1,275,283 314,843 — — 13,494,451 — 4,710,373 596,922 — — 18,801,746 Pass Watch Special Mention Substandard Doubtful Loss Total December 31, 2015 (In thousands) Commercial loans: Multi-family Commercial real estate Commercial and industrial Construction Total commercial loans Residential mortgage Consumer and other $ 5,876,425 3,411,876 793,527 207,499 10,289,327 4,930,961 482,715 325,414 331,429 223,474 12,833 893,150 24,584 3,987 Total $15,703,003 921,721 17,033 38,265 13,782 — 69,080 13,796 427 83,303 37,032 40,380 13,546 3,725 94,683 68,557 8,974 172,214 — — — — — — — — — 6,255,904 — 3,821,950 — 1,044,329 224,057 — — 11,346,240 — 5,037,898 496,103 — — 16,880,241 107 F O R M 1 0 - K 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, 2016 and December 31, 2015 by class of loans excluding PCI loans: Commercial loans: Multi-family Commercial real estate Commercial and industrial Construction Total commercial loans Residential mortgage Consumer and other December 31, 2016 30-59 Days 60-89 Days Greater than 90 Days Total Past Due Current Total Loans Receivable (In thousands) $ 5,272 6,568 864 — 12,704 24,052 5,627 1,099 31,964 885 — 33,948 10,930 719 234 6,445 2,971 — 9,650 58,119 7,065 6,605 44,977 4,720 — 56,302 93,101 13,411 7,452,526 4,400,217 1,270,563 314,843 7,459,131 4,445,194 1,275,283 314,843 13,438,149 4,617,272 583,511 13,494,451 4,710,373 596,922 Total $42,383 45,597 74,834 162,814 18,638,932 18,801,746 Commercial loans: Multi-family Commercial real estate Commercial and industrial Construction Total commercial loans Residential mortgage Consumer and other December 31, 2015 30-59 Days 60-89 Days Greater than 90 Days Total Past Due Current Total Loans Receivable (In thousands) $14,236 4,171 957 — 19,364 27,092 3,987 — 352 — — 1,886 6,429 4,386 792 16,122 10,952 5,343 792 6,239,782 3,810,998 1,038,986 223,265 6,255,904 3,821,950 1,044,329 224,057 352 14,956 427 13,493 68,560 8,976 33,209 110,608 13,390 11,313,031 4,927,290 482,713 11,346,240 5,037,898 496,103 Total $50,443 15,735 91,029 157,207 16,723,034 16,880,241 The following table presents non-accrual loans excluding PCI loans at the dates indicated: Non-accrual: Multi-family Commercial real estate Commercial and industrial Construction Total commercial loans Residential and consumer Total non-accrual loans December 31, 2016 December 31, 2015 # of loans amount # of loans amount (Dollars in thousands) 2 24 8 — 34 478 512 $ 482 9,205 4,659 — 14,346 79,928 $94,274 4 37 17 4 62 500 562 $ 3,467 10,820 9,225 792 24,304 91,122 $115,426 108 K - 0 1 M R O F INVESTORS BANCORP, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements Included in the non-accrual table above are troubled debt restructured (“TDR”) loans whose payment status is current but the Company has classified as non-accrual as the loans have not maintained their current payment status for six consecutive months under the restructured terms and therefore do not meet the criteria for accrual status. As of December 31, 2016 and December 31, 2015, these loans are comprised of the following: Current TDR classified as non-accrual: Multi-family Commercial real estate Commercial and industrial Construction Total commercial loans Residential mortgage and consumer Total current TDR classified as non-accrual December 31, 2016 December 31, 2015 # of loans Amount # of loans Amount (Dollars in thousands) 1 1 1 — 3 23 26 $ 248 63 286 — 597 5,721 $6,318 1 2 2 — 5 15 20 $1,032 240 2,226 — 3,498 3,378 $6,876 The following table presents TDR loans which were also 30-89 days delinquent and classified as non-accrual at the dates indicated: TDR 30-89 days delinquent classified as non-accrual: Multi-family Commercial real estate Commercial and industrial Construction Total commercial loans Residential mortgage and consumer Total current TDR classified as non-accrual December 31, 2016 December 31, 2015 # of loans Amount # of loans Amount (Dollars in thousands) — 2 — — 2 14 16 $ — 169 — — 169 2,869 $3,038 1 5 1 — 7 11 18 $ 548 2,309 360 — 3,217 3,338 $6,555 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 fair value based on the present value of expected future cash flows. As of December 31, 2016, PCI loans with a carrying value of $9.0 million included $7.7 million of which were current, none of which were 30-89 days delinquent and $1.3 million of which were 90 days or more delinquent. As of December 31, 2015, PCI loans with a carrying value of $11.1 million included $9.0 million of which were current and $2.1 million of which were 90 days or more delinquent. At December 31, 2016 and 2015, loans meeting the Company’s definition of an impaired loan were primarily collateral dependent loans which totaled $34.4 million and $57.0 million, respectively, with allocations of the allowance for loan losses of $1.6 million and $4.2 million for the periods ending December 31, 2016 and 2015, respectively. During the years ended December 31, 2016 and 2015, income received and recognized on these loans totaled $1.5 million and $2.8 million, respectively. interest 109 INVESTORS BANCORP, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements The following tables present loans individually evaluated for impairment by portfolio segment as of December 31, 2016 and December 31, 2015: F O R M 1 0 - K With no related allowance: Multi-family Commercial real estate Commercial and industrial Construction Total commercial loans Residential mortgage and consumer With an allowance recorded: Multi-family Commercial real estate Commercial and industrial Construction Total commercial loans Residential mortgage and consumer Total: Multi-family Commercial real estate Commercial and industrial Construction Total commercial loans Residential mortgage and consumer Total impaired loans December 31, 2016 Recorded Investment Unpaid Principal Balance Related Allowance Average Recorded Investment Interest Income Recognized (In thousands) $ 248 5,962 3,370 — 248 9,265 3,972 — 9,580 11,030 13,485 14,565 — — — — — — — — — — — — — — — — — — 252 5,790 3,953 — 9,995 9,899 — — — — — 13,794 — 14,382 — 1,601 — 13,689 248 5,962 3,370 — 248 9,265 3,972 — — — — — 9,580 24,824 13,485 28,947 $34,404 42,432 — 1,601 1,601 252 5,790 3,953 — 9,995 23,588 33,583 20 301 169 — 490 483 — — — — — 479 20 301 169 — 490 962 1,452 110 INVESTORS BANCORP, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements With no related allowance: Multi-family Commercial real estate Commercial and industrial Construction Total commercial loans Residential mortgage and consumer With an allowance recorded: Multi-family Commercial real estate Commercial and industrial Construction Total commercial loans Residential mortgage and consumer Total: Multi-family Commercial real estate Commercial and industrial Construction Total commercial loans Residential mortgage and consumer Total impaired loans December 31, 2015 Recorded Investment Unpaid Principal Balance Average Recorded Investment Interest Income Recognized Related Allowance (In thousands) $ 3,219 18,941 5,155 2,504 29,819 8,020 — — 4,240 — 6,806 27,961 5,160 6,412 46,339 12,433 — — 4,271 — 4,240 14,908 4,271 13,695 3,219 18,941 9,395 2,504 34,059 22,928 6,806 27,961 9,431 6,412 50,610 26,128 $56,987 76,738 — — — — — — — — 2,409 — 2,409 1,782 — — 2,409 — 2,409 1,782 4,191 2,872 19,025 3,575 4,288 29,760 7,611 — — 4,389 — 4,389 16,424 2,872 19,025 7,964 4,288 34,149 24,035 58,184 119 1,136 200 226 1,681 463 — — 194 — 194 476 119 1,136 394 226 1,875 939 2,814 K - 0 1 M R O F 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 TDR. Substantially all of our TDR 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. Restructured loans remain on non accrual status until there has been a sustained period of repayment performance (generally six consecutive months of payments) and both principal and interest are deemed collectible. 111 INVESTORS BANCORP, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements The following table presents the total TDR loans at December 31, 2016 and December 31, 2015. There were three residential PCI loans that were classified as TDRs and are included in the table below at December 31, 2016. There were three residential PCI loans that were classified as TDRs for the period ended December 31, 2015. Commercial loans: Multi-family Commercial real estate Commercial and industrial Construction Total commercial loans Residential mortgage and consumer Total F O R M 1 0 - K Commercial loans: Multi-family Commercial real estate Commercial and industrial Construction Total commercial loans Residential mortgage and consumer Total December 31, 2016 Accrual Non-accrual Total # of loans Amount # of loans Amount # of loans Amount (Dollars in thousands) — 2 — — 2 40 42 $ — 352 — — 352 9,093 $9,445 1 4 2 — 7 61 68 $ 248 3,240 1,688 — 5,176 15,731 $20,907 1 6 2 — 9 101 110 $ 248 3,592 1,688 — 5,528 24,824 $30,352 December 31, 2015 Accrual Non-accrual Total # of loans Amount # of loans Amount # of loans Amount (Dollars in thousands) — 5 1 1 7 32 39 $ — 13,161 640 313 14,114 8,375 $22,489 2 9 3 2 16 49 65 $ 1,580 5,826 2,586 405 10,397 14,553 2 14 4 3 23 81 $ 1,580 18,987 3,226 718 24,511 22,928 $24,950 104 $47,439 The following table presents information about troubled debt restructurings that occurred during the years ended December 31, 2016 and 2015: Years Ended December 31, 2016 2015 Pre- modification Recorded Investment Post- modification Recorded Investment Number of Loans Pre- modification Recorded Investment Post- modification Recorded Investment Number of Loans Troubled Debt Restructings: Multi-family Commercial real estate Construction Commercial and industrial Residential mortgage — 6 — — 27 $ — 1,289 — — 4,538 112 (Dollars in thousands) $ — 1,289 — — 4,538 1 4 2 2 19 $1,115 824 1,508 2,246 3,413 $1,115 824 1,508 2,246 3,413 INVESTORS BANCORP, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements Post-modification recorded investment represents the net book balance immediately following modification. All TDRs are impaired loans, which are individually evaluated for impairment, as discussed above. Collateral dependent impaired loans classified as TDRs were written down to the estimated fair value of the collateral. There were no charge-offs for collateral dependent TDRs during the year ended December 31, 2016. During the year ended December 31, 2015 there were no charges-offs for collateral dependent TDRs. The allowance for loan losses associated with the TDRs presented in the above tables totaled $1.6 million and $1.8 million for the periods at December 31, 2016 and 2015, respectively. Residential mortgage loan modifications primarily involved the reduction in loan interest rate and extension of loan maturity dates. All residential loans deemed to be 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. Commercial loan modifications which qualified as a TDR comprised of terms of maturity being extended. During the year ended December 31, 2016, the Company had an existing TDR commercial loan for which the Company extended an existing working capital line of credit; however, that loan was subsequently repaid during the same time period. The following table presents information about pre and post modification interest yield for troubled debt restructurings which occurred during the years ended December 31, 2016 and 2015: K - 0 1 M R O F Years Ended December 31, 2016 2015 Pre- modification Interest Yield Post- modification Interest Yield Number of Loans Pre- modification Interest Yield Post- modification Interest Yield Number of Loans — 6 — — 27 —% 5.11% —% —% 6.18% —% 5.20% —% —% 3.61% 1 4 2 2 19 3.88% 4.53% 4.97% 6.24% 4.84% 3.88% 5.35% 4.97% 6.24% 3.40% Troubled Debt Restructurings: Multi-family Commercial real estate Construction Commercial and industrial Residential mortgage Payment defaults for loans modified as a TDR in the twelve months ended December 31, 2016 consisted of 11 residential loans, 4 commercial real estate loans and 1 construction loan with a recorded investment of $1.8 million, $573,000 and $132,000, respectively, at December 31, 2016. Of the 5 commercial loans (commercial real estate and construction) with payment defaults described above, 4 were paid in full prior to December 31, 2016. Payment defaults for loans modified as a TDR in the twelve months ended December 31, 2015 consisted of 1 construction loan with a recorded investment of $225,000. Loan Sales For the year ended December 31, 2016, the Company sold $9.7 million of performing residential loans resulting in a net gain of approximately $600,000. For the year ended December 31, 2015, the Company sold $20.9 million of non-performing and PCI residential loans which resulted in a $4.5 million charge off recorded through the allowance. In addition, the Company sold $347.3 million of performing residential loans resulting in a gain on sale of $611,000. 113 INVESTORS BANCORP, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements 5. 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, 2016 2015 (In thousands) $ 20,006 83,699 95,489 83,246 13,070 20,569 87,832 79,898 77,096 12,075 295,510 118,093 277,470 104,951 $177,417 172,519 F O R M 1 0 - K Depreciation and amortization expense for the years ended December 31, 2016, 2015 and 2014 was $16.2 million, $13.9 million and $13.2 million, respectively. 6. Goodwill and Other Intangible Assets The following table summarizes net intangible assets and goodwill at December 31, 2016 and 2015: Mortgage servicing rights Core deposit premiums Other Total other intangible assets Goodwill December 31, 2016 2015 (In thousands) $ 14,889 8,451 928 24,268 77,571 16,248 11,332 160 27,740 77,571 Goodwill and intangible assets $101,839 105,311 The following table summarizes other intangible assets as of December 31, 2016 and December 31, 2015: Gross Intangible Asset Accumulated Amortization Valuation Allowance Net Intangible Assets (In thousands) December 31, 2016 Mortgage Servicing Rights Core Deposit Premiums Other Total other intangible assets December 31, 2015 Mortgage Servicing Rights Core Deposit Premiums Other Total other intangible assets (9,286) (16,607) (222) (26,115) (7,042) (13,726) (140) (20,908) (165) — — (165) (121) — — (121) 14,889 8,451 928 24,268 16,248 11,332 160 27,740 $24,340 25,058 1,150 $50,548 $23,411 25,058 300 $48,769 114 K - 0 1 M R O F INVESTORS BANCORP, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements 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. The Company sells loans on a servicing-retained basis. Loans that were sold on this basis had an unpaid principal balance of $1.98 billion and $2.12 billion at December 31, 2016 and December 31, 2015 respectively, all of which relate to residential mortgage loans. At December 31, 2016 and 2015, the servicing asset, included in intangible assets, had an estimated fair value of $14.9 million and $16.2 million, respectively. For the period ending December 31, 2016, fair value was based on expected future cash flows considering a weighted average discount rate of 14.27%, a weighted average constant prepayment rate on mortgages of 9.84% and a weighted average life of 6.8 years. Core deposit premiums are amortized using an accelerated method and having a weighted average amortization period of 10 years. The following presents the estimated future amortization expense of other intangible assets for the next five years: Mortgage Servicing Rights Core Deposit Premiums Other (In thousands) $461 491 508 524 541 $2,427 1,974 1,521 1,112 756 $87 87 87 87 67 2017 2018 2019 2020 2021 7. Deposits Deposits are summarized as follows: December 31, 2016 2015 Weighted Average Rate Amount % of Total Weighted Average Rate (In thousands) Amount % of Total —% $ 2,173,493 14.22% —% $ 1,890,536 13.44% 0.45% 0.65% 0.29% 0.91% 3,916,208 4,150,583 2,092,989 2,947,560 25.63% 0.29% 27.16% 0.67% 13.70% 0.29% 19.29% 1.14% 2,745,489 3,861,317 2,150,004 3,416,310 19.52% 27.46% 15.29% 24.29% 0.51% $15,280,833 100.00% 0.56% $14,063,656 100.00% Non-interest bearing: Checking accounts Interest-bearing: Checking accounts Money market deposits Savings Certificates of deposit Total Deposits Included in the above balances for the years ended December 31, 2016 and December 31, 2015 are money market deposits of $736.8 million and $614.2 million, respectively, obtained through brokers and certificates of deposits of $687.8 million and $417.4 million, respectively, obtained through brokers. 115 INVESTORS BANCORP, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements 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, 2016 2015 (In thousands) $1,866,000 674,552 237,506 62,500 107,002 2,586,076 496,288 167,028 57,443 109,475 $2,947,560 3,416,310 The aggregate amount of certificates of deposit in denominations of $100,000 or more totaled approximately $1.94 billion and $2.10 billion at December 31, 2016 and December 31, 2015, respectively. Interest expense on deposits consists of the following: F O R M 1 0 - K Checking accounts Money market deposits Savings Certificates of deposit Total 8. Borrowed Funds Borrowed funds are summarized as follows: For the Years Ended December 31, 2016 2015 2014 $16,268 25,621 6,304 33,864 (In thousands) 9,642 24,136 6,402 31,234 8,755 13,664 6,639 30,148 $82,057 71,414 59,206 December 31, 2016 2015 Principal Weighted Average Rate Principal Weighted Average Rate (Dollars in thousands) Funds borrowed under repurchase agreements: FHLB Other brokers $ 23,629 131,202 3.90% $ 1.88% 24,383 131,924 3.90% 1.89% Total funds borrowed under repurchase agreements Other borrowed funds: FHLB advances 154,831 2.19% 156,307 2.21% 4,391,420 1.79% 3,106,783 2.12% 2.13% Total borrowed funds $4,546,251 1.81% $3,263,090 116 INVESTORS BANCORP, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements Borrowed funds had scheduled maturities as follows: December 31, 2016 2015 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 $ 983,629 862,202 619,567 775,000 600,000 705,853 (Dollars in thousands) 1.26% $ 500,000 249,383 2.12% 862,924 1.80% 469,782 1.96% 650,000 2.01% 531,001 1.84% Total borrowed funds $4,546,251 1.81% $3,263,090 1.99% 3.00% 2.13% 1.78% 1.99% 2.30% 2.13% 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. The amortized cost and fair value of the underlying securities used as collateral for securities sold under agreements to repurchase are as follows: K - 0 1 M R O F 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, 2016 2015 (Dollars in thousands) $468,159 475,984 $468,159 475,984 $469,200 481,401 $469,200 481,401 During the years ended December 31, 2016, 2015 and 2014, the maximum month-end balance of the repurchase agreements was $153.0 million, $163.0 million and $261.2 million, respectively. The average amount of repurchase agreements outstanding during the years ended December 31, 2016, 2015 and 2014 was $153.0 million, $159.4 million and $192.9 million, respectively, and the average interest rate was 2.16%, 2.25% and 2.02%, respectively. At December 31, 2016, our borrowing capacity at the FHLB was $10.25 billion, of which the Company had outstanding borrowings of $4.41 billion and outstanding letters of credit of $2.92 billion. In addition, the Bank had access to unsecured overnight borrowings (Fed Funds) with other financial institutions totaling $325 million, of which no balance was outstanding at December 31, 2016. 117 INVESTORS BANCORP, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements 9. Income Taxes The components of income tax expense are as follows: Current tax expense: Federal State Deferred tax expense (benefit): Federal State Total income tax expense Years Ended December 31, 2016 2015 2014 (In thousands) $ 82,708 12,599 87,748 14,804 77,029 7,508 95,307 102,552 84,537 8,107 3,533 4,310 (7,490) (3,846) (5,940) 11,640 (3,180) (9,786) $106,947 99,372 74,751 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 Excess tax benefits from employee share-based payments Acquisition related net operating loss ESOP fair market value adjustment Non-deductible compensation Expiration of stock options Other Total income tax expense Years Ended December 31, 2016 2015 2014 $104,675 9,887 (1,548) (7,735) — 931 1,602 — (865) (In thousands) 98,307 4,753 (1,382) — (4,076) 947 276 19 528 72,265 1,019 (1,628) — — 349 3,334 2 (590) $106,947 99,372 74,751 F O R M 1 0 - K 118 INVESTORS BANCORP, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements The temporary differences and loss carryforwards which comprise the deferred tax asset and liability are as follows: 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 ESOP Allowance for delinquent interest Fair value adjustments related to acquisitions Charitable contribution carryforward Loan origination costs Intangible assets Other Gross deferred tax asset Valuation allowance Deferred tax liability: Intangible assets Discount accretion Mortgage servicing rights Net unrealized gain on hedging activities Gross deferred tax liability Net deferred tax asset December 31, 2016 2015 (In thousands) $ 34,218 1,596 1,587 92,738 17,078 40,228 4,333 14,539 20,823 406 9,599 — 1,305 36,372 1,417 2,262 88,894 10,420 42,085 3,695 13,071 31,986 5,823 7,127 45 1,409 238,450 (346) 244,606 (346) 238,104 244,260 363 4,080 6,257 5,127 15,827 — — 6,893 — 6,893 $222,277 237,367 K - 0 1 M R O F 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, 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. A valuation allowance is recorded for tax benefits which management has determined are not more likely than not to be realized. In connection with the Company’s second step conversion, a $20.0 million charitable contribution was made to Investors Charitable Foundation. $10.0 million of the contribution was made in cash at the Bank level, and is expected to be fully realized based on the Bank’s future taxable income. The remaining $10.0 million contribution was made by Investors Bancorp, Inc., and based on the standalone future state taxable income at the Bancorp level, a valuation allowance of $346,000 was established as of December 31, 2014 for the portion of the state tax benefit related to the contribution that is not more likely than not to be realized. At December 31, 2016 the Company’s valuation allowance pertaining to the charitable contributions remained at $346,000. 119 INVESTORS BANCORP, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements 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 remaining deferred tax asset. Retained earnings at December 31, 2016 included approximately $45.2 million for which deferred income taxes of approximately $19.0 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, 2016 and 2015. F O R M 1 0 - K The Company files income tax returns in the United States federal jurisdiction and in the states of New Jersey and New York. As of December 31, 2016, the Company is no longer subject to federal income tax examination for years prior to 2013. Investors Bank and its affiliates are currently under audit by the New York State Department of Taxation and Finance for tax years 2013 and 2014. The Company is no longer subject to income tax examination by New Jersey and New York for years prior to 2012 and 2013, respectively. 10. 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, 2016 and 2015 was 94.92% and 99.17%, respectively. The fair value of plan assets reflects any contributions received through June 30, 2016. The Company’s required contribution and pension cost was $4.2 million, $6.4 million and $5.3 million in the years ended December 31, 2016, 2015 and 2014, respectively. The accrued pension liability was $780,000 and $727,000 at December 31, 2016 and 2015, respectively. The Company’s contributions to the Pentegra DB Plan are not more than 5% of the total contributions to the Pentegra DB Plan. The Company’s expected contribution for the 2017 year is approximately $3.8 million. As of December 31, 2016 the annual benefit provided under the Pentegra DB plan has been amended to freeze the plan. Freezing the plan eliminates all future benefit accruals and each participants frozen accrued benefit will be determined as of December 31, 2016 and no further benefits will accrue beyond such date. 120 INVESTORS BANCORP, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements SERPs, Directors’ Plan and Other Postretirement Benefits Plan The Company has an Executive Supplemental Retirement Wage Replacement Plan (“Wage Replacement Plan”) and the Supplemental ESOP and Retirement Plan (“Supplemental ESOP”) (collectively, the “SERPs”). The Wage Replacement Plan is a nonqualified, defined benefit plan which provides benefits to certain executives the Wage as designated by the Compensation Committee of the Board of Directors. More specifically, Replacement Plan was designed to provide participants with a normal retirement benefit equal to an annual benefit of 60% of the participant’s highest 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 Pentagra DB Plan and the annualized value of their benefits payable under the defined benefit portion of the Supplemental ESOP. Effective as of the close of business of December 31, 2016, the Wage Replacement Plan was amended, to cease future benefit accruals and, for certain participants, structure the benefits payable attributable attributable solely to the participants’ 2016 year of service to vest over a two-year period such that the participants would have a right to 50% of their accrued benefits attributable to their 2016 years of service as of December 31, 2016, which will become 100% vested provided the participants remained continuously employed through and including December 31, 2017. The Supplemental ESOP compensates certain executives (as designated by the Compensation Committee of the Board of Directors) participating in the Pentegra DB Plan and the ESOP whose contributions are limited by the Internal Revenue Code. The Company also maintains the Amended and Restated Director Retirement Plan (“Directors’ Plan”) for certain directors, which is a nonqualified, defined benefit plan. This plan was frozen on November 21, 2006 such that no new benefits accrued under, and no new directors were eligible to participate in the plan. The Wage Replacement Plan, Supplemental ESOP 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 Wage Replacement Plan and the Directors’ Plan: K - 0 1 M R O F December 31, 2016 2015 (In thousands) $ 47,887 2,088 1,895 (468) 1,035 (6,716) (233) (27) (4,294) (871) 40,522 3,096 1,497 (778) (1,587) 6,008 — — — (871) 40,296 47,887 $(40,296) (47,887) Change in benefit obligation: Benefit obligation at beginning of year Service cost Interest cost Gain due to change in mortality assumption Loss (gain) due to change in discount rate (Gain) loss due to demographic changes Settlements Actuarial gain Curtailment Benefits paid Benefit obligation at end of year Funded status 121 INVESTORS BANCORP, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements The unfunded pension benefits of $40.3 million and $47.9 million at December 31, 2016 and 2015, 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, 2016 and 2015, are summarized in the following table. Prior service cost Net actuarial gain Total amounts recognized in accumulated other comprehensive income December 31, 2016 2015 (In thousands) $ — 6,759 — 19,284 $6,759 19,284 F O R M 1 0 - K The accumulated benefit obligation for the Wage Replacement Plan and Directors’ Plan was $33.5 million and $28.6 million at December 31, 2016 and 2015, respectively. The measurement date for our Wage Replacement Plan and Directors’ Plan is December 31 for the years ended December 31, 2016 and 2015. The weighted-average actuarial assumptions used in the plan determinations at December 31, 2016 and 2015 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 loss Total net periodic benefit cost December 31, 2016 2015 3.80% 3.99% —% 4.36% Years Ended December 31, 2016 2015 2014 (In thousands) 3,096 1,497 $2,088 1,895 — 2,055 $6,038 49 1,282 5,924 2,319 1,322 98 633 4,372 The following are the weighted average assumptions used to determine net periodic benefit cost: Years Ended December 31, 2015 2014 2016 Discount rate Rate of compensation increase 3.99% 4.36% 3.71% 4.19% 4.53% 4.00% 122 K - 0 1 M R O F INVESTORS BANCORP, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements Estimated future benefit payments, which reflect expected future service, as appropriate for the next ten calendar years are as follows: 2017 2018 2019 2020 2021 2022 through 2026 Amount (In thousands) $ 942 921 899 2,092 2,728 14,146 401(k) Plan The Company has a 401(k) plan covering substantially all employees provided they meet the eligibility age requirement of age 21. The Company matches 50% of the first 6% contributed by the participants to the 401(k) plan. The Company’s aggregate contributions to the 401(k) plan for the years ended December 31, 2016, 2015 and 2014 were $2.6 million, $2.2 million and $2.0 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. During the Company’s initial public stock offering in October 2005, the ESOP was authorized to purchase, and did purchase, 10,847,883 shares of the Company’s common stock at a price of $3.92 per share with the proceeds of a loan from the Company to the ESOP. In connection with the completion of the Company’s mutual to stock conversion on May 7, 2014, the ESOP purchased an additional 6,617,421 common shares of stock at a price of $10.00 per share with the proceeds of a loan from the Company to the ESOP. The Company refinanced the outstanding principal and interest balance of $33.9 million and borrowed an additional $66.2 million to purchase the additional shares. The outstanding loan principal balance at December 31, 2016 was $92.8 million. Shares of the Company’s common stock pledged as collateral for the loan are released from the pledge pro-rata for allocation to participants as loan payments are made. At December 31, 2016, shares allocated to participants were 4,675,456 since the plan inception. ESOP shares that were unallocated or not yet committed to be released totaled 12,789,847 at December 31, 2016, and had a fair value of $178.4 million. ESOP compensation expense for the years ended December 31, 2016, 2015 and 2014 was $5.4 million, $5.5 million and $5.1 million, respectively, representing the fair value of shares allocated or committed to be released during the year. The Supplemental ESOP also 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 ESOP’s benefit formula due to the Internal Revenue Code. During the years ended December 31, 2016, 2015 and 2014, compensation expense related to this plan amounted to $766,000, $656,000 and $568,000, respectively. Equity Incentive Plan At the annual meeting held on June 9, 2015, stockholders of the Company approved the Investors Bancorp, Inc. 2015 Equity Incentive Plan (“2015 Plan”) which provides for the issuance or delivery of up to 30,881,296 shares (13,234,841 restricted stock awards and 17,646,455 stock options) of Investors Bancorp, Inc. common stock. 123 INVESTORS BANCORP, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements Restricted shares granted under the 2015 Plan vest in equal installments, over the service period generally ranging from 5 to 7 years beginning one year from the date of grant. Additionally, certain restricted shares awarded are performance vesting awards, which may or may not vest depending upon the attainment of certain corporate financial targets. The vesting of restricted stock may accelerate in accordance with the terms of the 2015 Plan. The product of the number of shares granted and the grant date closing market price of the Company’s common stock determine the fair value of restricted shares under the 2015 Plan. Management recognizes compensation expense for the fair value of restricted shares on a straight-line basis over the requisite service period. For the year ended December 31, 2016, the Company granted 276,890 shares of restricted stock awards under the 2015 Plan. Stock options granted under the 2015 Plan vest in equal installments, over the service period generally ranging from 5 to 7 years beginning one year from the date of grant. The vesting of stock options may accelerate in accordance with the terms of the 2015 Plan. Stock options were granted at an exercise price equal to the fair value of the Company’s common stock on the grant date based on the closing market price and have an expiration period of 10 years. For the year ended December 31, 2016, the Company granted 201,440 stock options under the 2015 Plan. During the year ended December 31, 2015, the Compensation and Benefits Committee approved the issuance of 6,849,832 restricted stock awards and 11,576,611 stock options to certain officers under the Investors Bancorp, Inc. 2015 Plan. During the year ended December 31, 2014, the Compensation and Benefits Committee approved the issuance of 38,250 restricted stock awards and 144,177 stock options to certain officers under the Investors Bancorp, Inc. 2006 Equity Incentive Plan (the “2006 Plan”). The fair value of stock options granted as part of the 2015 Plan was estimated utilizing the Black-Scholes option pricing model using the following assumptions for the period presented below: F O R M 1 0 - K Weighted average expected life (in years) Weighted average risk-free rate of return Weighted average volatility Dividend yield Weighted average fair value of options granted Total stock options granted Year ended December 31, 2016 Year ended December 31, 2015 7.00 1.67% 24.05% 1.93% 7.43 1.96% 25.33% 1.59% $ 2.80 201,440 $ 3.12 11,576,611 The weighted average expected life of the stock option represents the period of time that stock options are expected to be outstanding and is estimated using historical data of stock option exercises and forfeitures. The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant. The expected volatility is based on the historical volatility of the Company’s stock. 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. Upon exercise of vested options, management expects to draw on treasury stock as the source for shares. 124 INVESTORS BANCORP, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements The following table presents the share based compensation expense for the years ended December 31, 2016 2015 and 2014. Upon completion of the mutual-to-stock conversion of Investors Bancorp, MHC on May 7, 2014, vesting accelerated for both stock options and restricted stock outstanding awards and all applicable expenses were recognized during the period. Years Ended December 31, 2016 2015 2014 Stock option expense Restricted stock expense (Dollars in thousands) 2,905 6,315 $ 6,556 15,419 1,800 11,901 Total share based compensation expense $21,975 9,220 13,701 The following is a summary of the status of the Company’s restricted shares as of December 31, 2016 and changes therein during the year then ended: Non-vested at December 31, 2015 Granted Vested Forfeited Non-vested at December 31, 2016 Number of Shares Awarded 6,759,832 276,890 (1,060,026) (100,205) 5,876,491 Weighted Average Grant Date Fair Value $12.64 11.69 12.54 12.03 $12.51 K - 0 1 M R O F Expected future expenses relating to the non-vested restricted shares outstanding as of December 31, 2016 is $64.2 million over a weighted average period of 4.82 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, 2016: Outstanding at December 31, 2015 Granted Exercised Forfeited Expired Outstanding at December 31, 2016 Exercisable at December 31, 2016 Number of Stock Options 18,804,816 201,440 (5,714,890) (125,931) (102) Weighted Average Exercise Price $10.00 11.76 6.00 12.54 8.08 13,165,333 $11.74 3,735,974 $ 9.77 Weighted Average Remaining Contractual Life (in years) 6.8 9.7 0.3 8.2 6.2 Aggregate Intrinsic Value $46,996 $29,101 $15,631 The weighted average grant date fair value of options granted during the years ended December 31, 2016 and 2015 was $2.80 and $3.12 per share, respectively. Expected future expense relating to the non-vested options outstanding as of December 31, 2016 is $26.4 million over a weighted average period of 4.86 years. 125 INVESTORS BANCORP, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements 11. 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, 2016, 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 $22.3 million, $19.2 million and $17.3 million for the years ended December 31, 2016, 2015 and 2014, respectively. The projected annual minimum rental commitments are as follows: F O R M 1 0 - K 2017 2018 2019 2020 2021 Thereafter Amount (In thousands) $ 23,004 23,367 22,554 20,970 19,467 128,666 $238,028 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 sheet. At December 31, 2016, the Company had commitments to originate total commercial loans of $451.2 million. Additionally, the Company had commitments to originate residential loans of approximately $113.9 million, commitments to purchase residential loans of $151.6 million and unused home equity and overdraft lines of credit, and undisbursed business and construction loans, totaling approximately $1.07 billion. 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. 126 INVESTORS BANCORP, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements The Company principally grants commercial real estate loans, multi-family loans, commercial and industrial loans, construction loans, residential mortgage loans and consumer and other 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 its 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, 2016 and December 31, 2015 was $122.0 million, and $172.3 million, respectively. The Company maintained stricter underwriting criteria for these interest-only loans than it did 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. K - 0 1 M R O F 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 the Company is found to be in breach of these representations and warranties, it may be obligated to repurchase certain of these loans. The Company has entered into derivative financial instruments to manage exposures that arise from business activities that result in the receipt or payment of future known and uncertain cash amounts, the value of which are determined by interest rates. The Company’s derivative financial instruments are used to manage differences in the amount, timing, and duration of the Company’s known or expected cash receipts and its known or expected cash payments principally related to the Company’s borrowings. During the year ended December 31, 2016, such derivatives were used to hedge the variability in cash flows associated with certain short term wholesale funding transactions. The fair value of the derivative as of December 31, 2016 was an asset of $12.6 million. In connection with its mortgage banking activities, the Company has certain freestanding derivative instruments. At December 31, 2016, the Company had commitments of approximately $47.6 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 $31.0 million to sell loans at December 31, 2016. 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 the Company 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, totaled the Company would have to perform under the guarantee. Outstanding standby letters of credit $20.0 million at December 31, 2016. The fair values of these obligations were immaterial at December 31, 2016. In addition, at December 31, 2016, the Company had $205,000 in commercial letters of credit outstanding. 127 F O R M 1 0 - K INVESTORS BANCORP, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements 12. Derivatives and Hedging Activities The Company uses various financial instruments, including derivatives, to manage its exposure to interest rate risk. Certain derivatives are designated as hedging instruments in a qualifying hedge accounting relationship (fair value or cash flow hedge.) As of December 31, 2016 the Company has cash flow hedges. Cash Flow Hedges of Interest Rate Risk The Company’s objective in using interest rate derivatives are to primarily reduce cost and add stability to interest expense in an effort to manage its exposure to interest rate movements. Interest rate swaps designated as cash flow hedges involve the receipt of amounts subject to variability caused by changes in interest rates from a counterparty in exchange for the Company making fixed-rate payments over the life of the agreements without exchange of the underlying notional amount. The effective portion of changes in the fair value of derivatives designated and that qualify as cash flow hedges is initially recorded in Accumulated Other Comprehensive Income and is subsequently reclassified into earnings in the period that the hedged forecasted transaction affects earnings. The Company did not any have derivatives outstanding prior to September 30, 2016. During 2016, such derivatives were used to hedge the variability in cash flows associated with certain short term wholesale funding transactions. Since entering into the derivatives in the third quarter of 2016, the Company did not record any hedge ineffectiveness. The ineffective portion of the change in fair value of the derivatives would be recognized directly in earnings. Amounts reported in accumulated other comprehensive income related to derivatives will be reclassified to interest expense as interest payments are made on the Company’s variable rate borrowings. During the next twelve months, the Company estimates that an additional $1.5 million will be reclassified as an increase to interest expense. Fair Values of Derivative Instruments on the Balance Sheet The following table presents the fair value of the Company’s derivative financial instruments as well as their classification on the Consolidated Balance Sheets as of December 31, 2016 and December 31, 2015: Asset Derivatives At December 31, 2016 At December 31, 2015 Balance Sheet Location Balance Sheet Fair Value Location Fair Value Liability Derivatives At December 31, 2016 At December 31, 2015 Balance Sheet Location Fair Value Balance Sheet Location Fair Value (In thousands) Derivatives designated as hedging instruments: Interest Rate Swaps Total derivatives designated as hedging instruments Other assets $12,550 Other assets $12,550 $— $— Other liabilities $— $— Other liabilities $— $— 128 INVESTORS BANCORP, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements Effect of Derivative Instruments on the Income Statement The following table presents the effect of the Company’s derivative financial instruments on the Consolidated Statement of Income as of December 31, 2016 and 2015. The Company did not any have derivatives outstanding prior to September 30, 2016. Amount of Gain or (Loss) Recognized in OCI on Derivative (Effective Portion) Twelve Months Ended December 31, 2016 2015 Location of Gain or (Loss) Reclassified from Accumulated OCI into Income (Effective Portion) Amount of Gain or (Loss) Reclassified from Accumulated OCI into Income (Effective Portion) Twelve Months Ended December 31, 2016 2015 (In thousands) Location of Gain or (Loss) Recognized in Income on Derivative (Ineffective Portion) Amount of Gain or (Loss) Recognized in Income on Derivative (Ineffective Portion) Twelve Months Ended December 31, 2016 2015 Derivatives in Cash Flow Hedging Relationships: Interest rate swaps Total $12,110 $12,110 $— $— Offsetting Derivatives Interest expense $(440) $(440) $— $— Other non-interest income $— $— $— $— K - 0 1 M R O F The following table presents a gross presentation, the effects of offsetting, and a net presentation of the Company’s derivatives in the Consolidated Balance Sheets as of December 31, 2016 and December 31, 2015. The net amounts of derivative liabilities can be reconciled to the tabular disclosure of fair value. The tabular disclosure of fair value provides the location that derivative assets and liabilities are presented on the Company’s Consolidated Balance Sheets. December 31, 2016 Assets: Interest Rate Swaps Total December 31, 2015 Assets: Interest Rate Swaps Total Gross Amounts Not Offset Gross Amounts Recognized Gross Amounts Offset Net Amounts Presented Financial Instruments (In thousands) Cash Collateral Posted Net Amount $12,550 $12,550 $ — $ — $— $— $— $— $12,550 $12,550 $ — $ — $— $— $— $— $(12,550) $(12,550) $— $— $ — $ — $— $— Credit-risk-related Contingent Features The Company has agreements with each of its derivative counterparties that contain a provision where if the Company defaults on any of its indebtedness, then the Company could also be declared in default on its derivative obligations and could be required to terminate its derivative positions with the counterparty. The 129 F O R M 1 0 - K INVESTORS BANCORP, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements Company has agreements with certain of its derivative counterparties that contain a provision where if the company fails to maintain its status as a well capitalized institution, then the Company could be required to terminate its derivative positions with the counterparty. The Company has minimum collateral posting thresholds with its derivative counterparties and posts collateral on a daily basis as required by the clearing house against the Company’s obligations, as required by these agreements. 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 and derivatives 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 130 INVESTORS BANCORP, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements (Level 2), the pricing service may use quoted market prices of comparable instruments or discounted cash flow analyses, incorporating inputs that are currently observable in the markets for similar securities. Inputs that are often used in the valuation methodologies include, but are not limited to, benchmark yields, credit spreads, default rates, prepayment speeds and non-binding broker quotes. As the Company is responsible for the determination of fair value, it performs quarterly analyses on the prices received from the pricing service to determine whether the prices are reasonable estimates of fair value. Specifically, the Company compares the prices received from the pricing service to a secondary pricing source. Additionally, the Company compares changes in the reported market values and returns to relevant market indices to test the reasonableness of the reported prices. The Company’s internal price verification procedures and review of fair value methodology documentation provided by independent pricing services has not historically resulted in adjustment in the prices obtained from the pricing service. Derivatives Derivatives are reported at fair value utilizing Level 2 inputs. The fair values of interest rate swap agreements are based on a valuation model that uses primarily observable inputs, such as benchmark yield curves and interest rate spreads. The following tables provide the level of valuation assumptions used to determine the carrying value of our assets and liabilities measured at fair value on a recurring basis at December 31, 2016 and December 31, 2015. K - 0 1 M R O F Securities available for sale: Equity securities Mortgage-backed securities: Carrying Value at December 31, 2016 Total Level 1 Level 2 Level 3 (In thousands) $ 6,660 6,660 — — Federal Home Loan Mortgage Corporation Federal National Mortgage Association Government National Mortgage Association Total mortgage-backed securities available-for-sale 598,439 1,008,587 46,747 1,653,773 — — — — 598,439 — 1,008,587 — 46,747 — 1,653,773 — Total securities available-for-sale $1,660,433 6,660 1,653,773 — Derivative financial instruments $ 12,550 — 12,550 — Securities available for sale: Equity securities Mortgage-backed securities: Carrying Value at December 31, 2015 Total Level 1 Level 2 Level 3 (In thousands) $ 6,495 6,495 — — Federal Home Loan Mortgage Corporation Federal National Mortgage Association Government National Mortgage Association Total mortgage-backed securities available-for-sale 547,451 726,072 24,679 1,298,202 — — — — 547,451 — 726,072 — 24,679 — 1,298,202 — Total securities available-for-sale $1,304,697 6,495 1,298,202 — Derivative financial instruments $ — — — — 131 INVESTORS BANCORP, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements There have been no changes in the methodologies used at December 31, 2016 from December 31, 2015, and there were no transfers between Level 1 and Level 2 during the year ended December 31, 2016. There were no Level 3 assets measured at fair value on a recurring basis for the years ended December 31, 2016 and December 31, 2015. Assets Measured at Fair Value on a Non-Recurring Basis Mortgage Servicing Rights, net Mortgage servicing rights 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 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, 2016, the fair value model used prepayment speeds ranging from 3.15% to 24.18% and a discount rate of 14.27% 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. F O R M 1 0 - K Impaired 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. Estimated fair value is calculated using the fair value of collateral based on independent third-party appraisals for collateral-dependent loans. 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, 2016, appraisals were discounted in a range of 0%-25% for estimated costs to sell. For non collateral-dependent loans, management estimates the fair value using discounted cash flows based on inputs that are largely unobservable and instead reflect management’s own estimates of the assumptions as a market participant would in pricing such loans. 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. 132 K - 0 1 M R O F INVESTORS BANCORP, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements Loans Held For Sale Residential mortgage loans held for sale are recorded at the lower of cost or fair value and are therefore measured at fair value on a non-recurring basis. When available, the Company uses observable secondary market data, including pricing on recent closed market transactions for loans with similar characteristics. The following tables provide 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, 2016 and December 31, 2015. For the year ended December 31, 2016, there was no change to carrying value of other real estate owned measured at fair value on a non-recurring basis. For the year ended December 31, 2015, there was no change to carrying value of MSR, impaired loans or loans held for sale measured at fair value on a non-recurring basis. Security Type Valuation Technique Unobservable Input Range Weighted Average Input Carrying Value at December 31, 2016 Total Level 1 Level 2 Level 3 (In thousands) MSR, net Impaired loans Estimated cash flow Estimated Cash Flow Loans held for sale Market comparable Prepayment speeds Lack of marketability and probability of default Lack of marketability 3.15% - 24.18% 9.84% $12,877 — — 12,877 22.0% - 29.0% 26.00% 1,403 — 2.5% - 4.5% 3.45% 313 — — — 1,403 313 $14,593 — — 14,593 Security Type Valuation Technique Unobservable Input Range Weighted Average Input Carrying Value at December 31, 2015 Total Level 1 Level 2 Level 3 (In thousands) Other real estate owned Market comparable Lack of marketability 0.0% - 25.0% 8.90% $510 — $510 — — — 510 510 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 133 F O R M 1 0 - K 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 forecasted 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 the Federal Home Loan Bank of New York (“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 balance of mortgage related assets held by the member. 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 non-performing 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 non-performing 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. 134 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. Carrying value December 31, 2016 Estimated Fair Value Total Level 1 Level 2 Level 3 (In thousands) K - 0 1 M R O F 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 $ 164,178 1,660,433 1,755,556 237,878 38,298 18,569,855 164,178 1,660,433 1,782,801 237,878 38,298 18,391,018 — 1,653,773 — 1,703,559 — 38,298 164,178 6,660 237,878 — — — — 79,242 — — — 18,391,018 $12,333,273 2,947,560 4,546,251 12,333,273 2,938,137 4,545,745 12,333,273 — — 2,938,137 — 4,545,745 — — — Carrying value December 31, 2015 Estimated Fair Value Total Level 1 Level 2 Level 3 (In thousands) $ 148,904 1,304,697 1,844,223 178,437 7,431 16,661,133 148,904 1,304,697 1,888,686 178,437 7,431 16,650,529 — 1,298,202 — 1,810,869 — 7,431 148,904 6,495 178,437 — — — — 77,817 — — — 16,650,529 $10,647,346 3,416,310 3,263,090 10,647,346 3,414,528 3,277,983 10,647,346 — — 3,414,528 — 3,277,983 — — — 135 F O R M 1 0 - K 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 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 Bank and the Company 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 Bank and the Company 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 Bank and the Company to maintain minimum amounts and ratios of Tier 1 leverage ratio, Common equity tier 1 risk-based, Tier 1 risk-based capital and Total risk-based capital (as defined in the regulations). In July 2013, the Federal Deposit Insurance Corporation and the other federal bank regulatory agencies issued a final rule that revised 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 Capital Rules also revised the quantity and quality of required minimum risk-based and leverage capital requirements, consistent with the Reform Act and the Third Basel Accord adopted by the Basel Committee on Banking Supervision, or Basel III capital standards. The Common equity tier 1 risk-based ratio and changes to the calculation of risk-weighted assets became effective for the Bank and Company on January 1, 2015. The required minimum Conservation Buffer will be phased in incrementally, starting at 0.625% on January 1, 2016 and increasing to 1.25% on January 1, 2017, 1.875% on January 1, 2018 and 2.5% on January 1, 2019. The rules impose restrictions on capital distributions and certain discretionary cash bonus payments if the minimum Conservation Buffer is not met. As of December 31, 2016 the Company and the Bank met the currently applicable Conservation Buffer of 0.625%. As of December 31, 2016, 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 and the Company must maintain minimum Tier 1 leverage ratio, 136 INVESTORS BANCORP, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements Common equity tier 1 risk-based, Tier 1 risk-based capital and Total risk-based capital as set forth in the tables. There are no conditions or events since that notification that management believes have changed the Bank and the Company’s category. The following is a summary of the Bank and the Company’s actual capital amounts and ratios as of December 31, 2016 compared to the FDIC minimum capital adequacy requirements and the FDIC requirements for classification as a well-capitalized institution. As of December 31, 2016: Bank: Tier 1 Leverage Ratio Common equity tier 1 risk-based Tier 1 Risk-Based Capital Total Risk-Based Capital Investors Bancorp, Inc: Tier 1 Leverage Ratio Common equity tier 1 risk-based Tier 1 Risk-Based Capital Total Risk-Based Capital As of December 31, 2015: Bank: Tier 1 Leverage Ratio Common equity tier 1 risk-based Tier 1 Risk-Based Capital Total Risk-Based Capital Investors Bancorp, Inc: Tier 1 Leverage Ratio Common equity tier 1 risk-based Tier 1 Risk-Based Capital Total Risk-Based Capital K - 0 1 M R O F Actual Minimum Capital Requirement To be Well Capitalized Under Prompt Corrective Action Provisions(1) Amount Ratio Amount Ratio Amount Ratio (Dollars in thousands) $2,736,173 2,736,173 2,736,173 2,965,720 12.03% $ 909,534 14.75% 950,740 14.75% 1,229,006 15.99% 1,600,026 4.00% $1,136,917 5.125% 1,205,817 6.625% 1,484,082 8.625% 1,855,103 5.00% 6.50% 8.00% 10.00% $3,066,401 3,066,401 3,066,401 3,295,948 13.48% $ 910,058 16.52% 951,411 16.52% 1,229,872 17.75% 1,601,155 4.00% 5.125% 6.625% 8.625% n/a n/a n/a n/a n/a n/a n/a n/a Actual Minimum Capital Requirement To be Well Capitalized Under Prompt Corrective Action Provisions(1) Amount Ratio Amount Ratio Amount Ratio (Dollars in thousands) $2,558,334 2,558,334 2,558,334 2,760,081 12.41% $ 824,607 15.87% 725,523 15.87% 967,364 17.12% 1,289,819 4.00% $1,030,759 4.50% 1,047,978 6.00% 1,289,819 8.00% 1,612,274 5.00% 6.50% 8.00% 10.00% $3,259,928 3,259,928 3,259,928 3,461,649 15.80% $ 825,139 20.20% 726,146 20.20% 968,194 21.45% 1,290,926 4.00% 4.50% 6.00% 8.00% n/a n/a n/a n/a n/a n/a n/a n/a (1) Prompt corrective action provisions do not apply to the Bank holding company. 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. 137 INVESTORS BANCORP, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements Balance Sheets December 31, 2016 2015 (In thousands) $ 195,114 6,918 2,792,474 92,839 43,711 569,513 1,733 2,611,080 94,889 45,898 $3,131,056 3,323,113 $ 7,811 3,123,245 11,466 3,311,647 $3,131,056 3,323,113 Year Ended December 31, 2016 2015 2014 (In thousands) $ 3,084 30,000 2 132 72 33,290 120 3,933 29,237 452 3,151 — 2 65 1,682 4,900 54 3,170 1,676 540 2,499 — 2 64 145 2,710 43 12,197 (9,530) (3,675) 28,785 163,340 1,136 180,370 (5,855) 137,576 $192,125 181,506 131,721 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 F O R M 1 0 - K Income: Interest on ESOP loan receivable Dividend from subsidiary Interest on deposit with subsidiary Interest and dividends on investments Gain on securities transactions Expenses: Interest expense Other expenses Income (loss) before income tax expense Income tax (benefit) expense Income (loss) before undistributed earnings of subsidiary Equity in undistributed earnings of subsidiary Net income 138 INVESTORS BANCORP, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements Other Comprehensive Income Net income Other comprehensive income, net of tax: Unrealized gain on securities available-for-sale Total other comprehensive income Total comprehensive income Statements of Cash Flows Cash flows from operating activities: Net income Adjustments to reconcile net income to net cash provided by operating activities: (Equity in undistributed earnings of subsidiary) Contribution in stock to charitable foundation Gain on securities transactions Decrease (increase) in other assets (Decrease) increase in other liabilities Net cash provided by operating activities Cash flows from investing activities: Capital contributed to the Bank Cash received net of cash paid for acquisition Purchase of investments available-for-sale Purchase of investments held-to-maturity Redemption of equity securities available-for-sale Principal collected on ESOP loan Cash received from MHC merger Net cash (used in) provided by investing activities Cash flows from financing activities: Loan to ESOP Proceeds from issuance of common stock Proceeds from sale of treasury stock Purchase of treasury stock Option exercise Dividends paid Net cash (used in) provided by 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 139 Year Ended December 31, 2016 2015 2014 $192,125 (In thousands) 181,506 131,721 543 543 433 433 1,482 1,482 $192,668 181,939 133,203 Year Ended December 31, 2016 2015 2014 (In thousands) $ 192,125 181,506 131,721 K - 0 1 M R O F (163,340) (180,370) — (72) 14,805 (3,655) 39,863 — — — (5,000) 72 2,050 — (2,878) — 1,682 2,107 4,927 9,852 (137,576) 10,000 145 2,227 525 7,042 — (1,074,947) 48 — (493) — — — 467 2,700 2,062 3,093 11,307 — 4,762 (1,060,525) — — — (363,410) 34,317 (82,291) (66,553) — — 2,149,893 38,227 — (13,523) 3,710 (42,555) (382,922) 2,985 (87,395) (411,384) (467,332) 2,069,199 (374,399) 569,513 (452,718) 1,022,231 1,015,716 6,515 $ 195,114 569,513 1,022,231 F O R M 1 0 - K 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, 2016 and 2015. Income tax expense, net income and diluted shares included in the quarterly financial data previously disclosed 2016 interim periods have been revised to reflect the impact of the Company’s adoption of ASU No. 2016-09, see Note 19, Recent Accounting Pronouncements. 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 earnings per common share Diluted earnings per common share 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 earnings per common share Diluted earnings per common share 2016 Quarter Ended March 31 June 30 September 30 December 31 (In thousands, except per share data) $192,107 37,544 154,563 5,000 149,563 8,707 87,146 71,124 26,455 $ 44,669 $ $ 0.14 0.14 194,960 37,655 157,305 5,000 152,305 11,469 91,009 72,765 27,625 45,140 0.15 0.15 198,374 38,768 159,606 5,000 154,606 8,520 91,398 71,728 21,878 49,850 0.17 0.17 208,079 39,369 168,710 4,750 163,960 8,504 89,010 83,454 30,989 52,465 0.18 0.18 2015 Quarter Ended March 31 June 30 September 30 December 31 (In thousands, except per share data) $175,159 30,717 144,442 9,000 135,442 8,534 76,909 67,067 25,120 $ 41,947 $ $ 0.12 0.12 181,529 32,977 148,552 7,000 141,552 11,585 79,836 73,301 26,939 46,362 0.14 0.14 186,897 35,623 151,274 5,000 146,274 11,306 85,921 71,659 22,865 48,794 0.15 0.15 188,138 37,322 150,816 5,000 145,816 8,700 85,666 68,850 24,448 44,402 0.14 0.14 140 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. Earnings for basic and diluted earnings per common share Earnings applicable to common stockholders Shares Weighted-average common shares outstanding — basic Effect of dilutive common stock equivalents(1) Weighted-average common shares outstanding — diluted Earnings per common share Basic Diluted For the Year Ended December 31, 2016 2015 2014 (Dollars in thousands, except per share data) $ 192,125 $ 181,505 $ 131,721 297,580,834 3,374,051 329,763,527 3,169,921 344,389,259 3,342,312 300,954,885 332,933,448 347,731,571 $ $ 0.65 0.64 $ $ 0.55 0.55 $ $ 0.38 0.38 (1) For the years ended December 31, 2016, 2015 and 2014, there were 19,046,222, 18,200,877, and 142,953 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. K - 0 1 M R O F 141 F O R M 1 0 - K INVESTORS BANCORP, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements 18. Comprehensive Income (Loss) The components of comprehensive income (loss), both gross and net of tax, are as follows: Net income Other comprehensive income (loss): Change in funded status of retirement obligations Unrealized (loss) gain on securities available-for-sale Accretion of loss on securities reclassified to held to maturity available for sale Reclassification adjustment for security gains included in net income Other-than-temporary impairment accretion on debt securities Net gains on derivatives arising during the period Total other comprehensive (loss) income Total comprehensive income Year ended December 31, 2016 Year ended December 31, 2015 Year ended December 31, 2014 Gross Tax Net Gross Tax Net Gross Tax Net (Dollars in thousands) $299,072 (106,947)192,125 280,877 (99,372)181,505 206,472 (74,751)131,721 12,452 (4,981) 7,471 (2,425) 970 (1,455) (8,402) 3,360 (5,042) (19,399) 7,115 (12,284) (7,982) 3,049 (4,933) 9,836 (3,884) 5,952 1,846 (754) 1,092 2,448 (1,000) 1,448 2,918 (1,192) 1,726 (2,264) 906 (1,358) (1,553) 6 (1,547) (233) 95 (138) 1,488 (608) 880 1,802 (736) 1,066 1,343 (549) 794 12,550 (5,126) 7,424 — — — — — — 6,673 (3,448) 3,225 (7,710) 2,289 (5,421) 5,462 (2,170) 3,292 $305,745 (110,395)195,350 273,167 (97,083)176,084 211,934 (76,921)135,013 142 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, 2016 and 2015: Accretion of loss on securities reclassified to held to maturity Unrealized gains on securities available- for-sale and gains included in net income Change in funded status of retirement obligations Other-than- temporary impairment accretion on debt securities Total accumulated other comprehensive loss Unrealized gains on derivatives Balance — December 31, 2015 Net change $(12,366) 7,471 Balance — December 31, 2016 $ (4,895) Balance — December 31, 2014 Net change $(10,911) (1,455) Balance —December 31, 2015 $(12,366) (3,080) 1,092 (1,988) (4,528) 1,448 (3,080) (Dollars in thousands) 1,371 (13,642) (13,750) 880 (12,271) (12,870) 7,851 (6,480) 1,371 (14,816) 1,066 (13,750) — 7,424 7,424 — — — (27,825) 3,225 (24,600) (22,404) (5,421) (27,825) The following table presents information about amounts reclassified from accumulated other comprehensive loss to the consolidated statements of income and the affected line item in the statement where net income is presented. K - 0 1 M R O F Year Ended December 31, 2016 2015 (In thousands) Reclassification adjustment for gains included in net income Gain on security transactions $(2,264) (1,553) 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 Interest Expense: Reclassification adjustment for unrealized losses on derivatives Total before tax Income tax benefit Net of tax 249 — — 1,610 1,859 440 35 1,179 $(1,144) 2,512 — 49 1,354 3,915 — 2,362 976 1,386 (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 10 for additional details. 19. Recent Accounting Pronouncements In March 2016, the FASB issued ASU 2016-09, “Compensation—Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting”, a new standard that changes the accounting for 143 F O R M 1 0 - K INVESTORS BANCORP, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements certain aspects of share-based payments to employees. The new guidance requires excess tax benefits and tax deficiencies to be recorded in the income statement when the awards vest or are settled. In addition, cash flows related to excess tax benefits will no longer be separately classified as a financing activity apart from other income tax cash flows. The standard also allows entities to repurchase more of an employee’s shares for tax withholding purposes without triggering liability accounting, clarifies that all cash payments made on an employee’s behalf for withheld shares should be presented as a financing activity on its cash flows statement, and provides an accounting policy election to account for forfeitures as they occur. On December 31, 2016, The Company adopted ASU No. 2016-09 cumulatively, effective for the first quarter of 2016. Upon adoption, the Company recorded an cumulative-effect adjustment to the opening balances of retained earnings and additional paid in capital. The ASU No. 2016-09 requires that excess tax benefits and shortfalls be recorded as income tax benefit or expense in the income statement, rather than equity. This resulted in a benefit to income tax expense in each of the quarters of 2016. Relative to forfeitures, ASU No. 2016-09 allows an entity’s accounting policy election to either continue to estimate the number of awards that are expected to vest, as under current guidance, or account for forfeitures when they occur. The Company has elected to continue its existing practice of estimating the number of awards that will be forfeited. The income tax effects of ASU No. 2016-09 on the statement of cash flows are now classified as cash flows from operating activities, rather than cash flows from financing activities. The Company elected to apply this cash flow classification guidance prospectively and, therefore, prior periods have not been adjusted. ASU No. 2016-09 also requires the presentation of certain employee withholding taxes as a financing activity on the Consolidated Statement of Cash Flows; this is consistent with the manner in which we have presented such employee withholding taxes in the past. Accordingly, no reclassification for prior periods is required. In October 2016, the FASB issued ASU 2016-16, “Income Taxes (Topic 740): Intra-Entity Transfers of Assets Other Than Inventory.” This ASU addresses the recognition of current and deferred taxes for an intra- entity asset transfer and amends current GAAP by eliminating the exception for intra-entity transfers of assets other than inventory to defer such recognition until sale to an outside party. ASU No. 2016-16 is effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. Early adoption is permitted as of the beginning of an annual period for which financial statements (interim or annual) have not been made available for issuance. The Company is currently evaluating the provisions of ASU No. 2016-16 to determine the potential impact the new standard will have on the Company’s Consolidated Financial Statements. In August 2016, the FASB issued ASU 2016-15, “Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments”, a new standard which addresses diversity in practice related to eight specific cash flow issues: debt prepayment or extinguishment costs, settlement of zero-coupon debt instruments or other debt instruments with coupon interest rates that are insignificant in relation to the effective interest rate of the borrowing, contingent consideration payments made after a business combination, proceeds from the settlement of insurance claims, proceeds from the settlement of corporate-owned life insurance policies (including bank-owned life insurance policies), distributions received from equity method investees, beneficial interests in securitization transactions; and separately identifiable cash flows and application of the predominance principle. ASU No. 2016-15 is effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. Entities will apply the standard’s provisions using a retrospective transition method to each period presented. If it is impracticable to apply the amendments retrospectively for some of the issues, the amendments for those issues would be applied prospectively as of the earliest date practicable. The Company is currently evaluating the provisions of ASU No. 2016-15 to determine the potential impact the new standard will have on the Company’s Consolidated Financial Statements. In June 2016, the FASB issued ASU 2016-13, “Measurement of Credit Losses on Financial Instruments.” This ASU significantly changes how entities will measure credit losses for most financial assets and certain other 144 K - 0 1 M R O F INVESTORS BANCORP, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements instruments that aren’t measured at fair value through net income. In issuing the standard, the FASB is responding to criticism that today’s guidance delays recognition of credit losses. The standard will replace today’s “incurred loss” approach with an “expected loss” model. The new model, referred to as the current expected credit loss (“CECL”) model, will apply to: (1) financial assets subject to credit losses and measured at amortized cost, and (2) certain off-balance sheet credit exposures. This includes, but is not limited to, loans, leases, held-to-maturity securities, loan commitments, and financial guarantees. The CECL model does not apply to available-for-sale (“AFS”) debt securities. For AFS debt securities with unrealized losses, entities will measure credit losses in a manner similar to what they do today, except that the losses will be recognized as allowances rather than reductions in the amortized cost of the securities. As a result, entities will recognize improvements to estimated credit losses immediately in earnings rather than as interest income over time, as they do today. The ASU also simplifies the accounting model for purchased credit-impaired debt securities and loans. ASU 2016-13 also expands the disclosure requirements regarding an entity’s assumptions, models, and methods for estimating the allowance for loan and lease losses. In addition, entities will need to disclose the amortized cost balance for each class of financial asset by credit quality indicator, disaggregated by the year of origination. ASU No. 2016-13 is effective for interim and annual reporting periods beginning after December 15, 2019; early adoption is permitted for interim and annual reporting periods beginning after December 15, 2018. Entities will apply the standard’s provisions as a cumulative-effect adjustment to retained earnings as of the beginning of the first reporting period in which the guidance is effective (i.e., modified retrospective approach). While early adoption is permitted, the Company does not expect to elect that option. The Company has begun its evaluation of the amended guidance including the potential impact on its Consolidated Financial Statements. The extent of the change is indeterminable at this time as it will be dependent upon portfolio composition and credit quality at the adoption date, as well as economic conditions and forecasts at that time. In February 2016, the FASB issued ASU 2016-02, “Leases (Topic 842)”, which requires all lessees to recognize a lease liability and a right-of-use asset, measured at the present value of the future minimum lease payments, at the lease commencement date. Lessor accounting remains largely unchanged under the new guidance. The guidance is effective for fiscal years beginning after December 15, 2018, including interim reporting periods within that reporting period, with early adoption permitted. A modified retrospective approach must be applied for leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements. The Company continues to evaluate the impact of the guidance, including determining whether other contracts exist that are deemed to be in scope. As such, no conclusions have yet been reached regarding the potential impact on adoption on the Company’s Consolidated Financial Statements. In January 2016, the FASB issued ASU 2016-01, “Financial Instruments—Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities.” This amendment supersedes the guidance to classify equity securities with readily determinable fair values into different categories, requires equity securities to be measured at fair value with changes in the fair value recognized through net income, and simplifies the impairment assessment of equity investments without readily determinable fair values. The amendment requires public business entities that are required to disclose the fair value of financial instruments measured at amortized cost on the balance sheet to measure that fair value using the exit price notion. The amendment requires an entity to present separately in other comprehensive income the portion of the total change in the fair value of a liability resulting from a change in the instrument-specific credit risk when the entity has elected to measure the liability at fair value in accordance with the fair value option. The amendment requires separate presentation of financial assets and financial liabilities by measurement category and form of financial asset on the balance sheet or in the accompanying notes to the financial statements. The amendment reduces diversity in current practice by clarifying that an entity should evaluate the need for a valuation allowance on a deferred tax asset related to available for sale securities in combination with the entity’s other deferred tax assets. This amendment is effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. Entities should apply the amendment by means of a cumulative effect adjustment as of the 145 F O R M 1 0 - K INVESTORS BANCORP, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements beginning of the fiscal year of adoption, with the exception of the amendment related to equity securities without readily determinable fair values, which should be applied prospectively to equity investments that exist as of the date of adoption. The Company intends to adopt the accounting standard during the first quarter of 2018, as required, and is currently evaluating the impact on its results of operations, financial position, and liquidity. In May 2014, the FASB issued ASU 2014-09, “Revenue from Contracts with Customers.” The objective of this amendment is to clarify the principles for recognizing revenue and to develop a common revenue standard for U.S. GAAP and IFRS. This update affects any entity that either enters into contracts with customers to transfer goods or services or enters into contracts for the transfer of nonfinancial assets unless those contracts are in the scope of other standards. The ASU is effective for public business entities for financial statements issued for fiscal years beginning after December 15, 2017, and early adoption is permitted. Subsequently, the FASB issued the following standards related to ASU 2014-09: ASU 2016-08, “Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations” ; ASU 2016-10, “Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing”; ASU 2016-11, “Revenue Recognition (Topic 605) and Derivatives and Hedging (Topic 815): Rescission of SEC Guidance Because of Accounting Standards Updates 2014-09 and 2014-16 Pursuant to Staff Announcements at the March 3, 2016 EITF Meeting”; and ASU 2016-12, “Revenue from Contracts with Customers (Topic 606): Narrow-Scope Improvements and Practical Expedients”. These amendments are intended to improve and clarify the implementation guidance of ASU 2014-09 and have the same effective date as the original standard. The Company’s revenue is comprised of net interest income on interest earning assets and liabilities and non-interest income. The scope of guidance explicitly excludes net interest income as well as other revenues associated with financial assets and liabilities, including loans, leases, securities and derivatives. Accordingly, the majority of the Company’s revenues will not be affected. In September 2015, the FASB issued ASU 2015-16, “Business Combinations—Simplifying the Accounting for Measurement-Period Adjustments.” Under the new rules, acquirers no longer have to retrospectively adjust provisional amounts included in acquisition-date financial statements, when final facts and circumstances are not known on the acquisition date, and later become known in the measurement period. Instead, adjustments that are made in a later period are to be reported in that period. However, acquirers must disclose the amount of adjustments to current period income relating to amounts that would have been recognized in previous periods if the adjustments were recognized as of the acquisition date. For public business entities, the guidance in the ASU is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2015. This guidance did not have a material impact to the Company’s consolidated financial statements. In April 2015, the FASB issued ASU 2015-03, “Simplifying the Presentation of Debt Issuance Costs.” The ASU changes the presentation of debt issuance costs in financial statements. Under the ASU, an entity presents such costs in the balance sheet as a direct deduction from the related debt liability rather than as an asset. Amortization of the costs is reported as interest expense. According to the ASU’s Basis for Conclusions, debt issuance costs incurred before the associated funding is received should be reported on the balance sheet as deferred charges until that debt liability amount is recorded. For public business entities, the guidance in the ASU is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2015. This guidance did not have a material impact to the Company’s consolidated financial statements. In April 2015, the FASB issued ASU 2015-04, “Practical Expedient for the Measurement Date of an Employer’s Defined Benefit Obligation and Plan Assets.” The ASU gives an employer whose fiscal year-end does not coincide with a calendar month-end the ability, as a practical expedient, to measure defined benefit retirement obligations and related plan assets as of the month-end that is closest to its fiscal year-end. The ASU also provides guidance on accounting for contributions to the plan and significant events that require a remeasurement that occur during the period between a month-end measurement date and the employer’s fiscal 146 INVESTORS BANCORP, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements year-end. An entity should reflect the effects of those contributions or significant events in the measurement of the retirement benefit obligations and related plan assets. The ASU is effective for public business entities for financial statements issued for fiscal years beginning after December 15, 2015, and interim periods within those fiscal years. This guidance did not have a material impact to the Company’s consolidated financial statements. 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 stockholders and other financial statement users for general use and reliance in a form and format that complies with GAAP. On January 24, 2017, the Company announced the entering into a Mutual Termination Agreement with The Bank of Princeton to terminate the merger agreement, which was originally entered into on May 3, 2016. The parties concluded that regulatory approval of the application submitted by Investors Bank to the Federal Deposit Insurance Corporation would not be obtained prior to the March 31, 2017 termination deadline set forth in the merger agreement. The Mutual Termination Agreement provides, among other things, that each party will bear its own costs and expenses in connection with the terminated transaction, without penalties, and mutually releases the parties from any claims of liability to one another relating to the merger transaction. As the merger was not completed, the transaction is not reflected in the balance sheet for the period presented in this document. The Company expensed costs which were to be capitalized in connection with the merger through its results of operation for the period ending December 31, 2016. K - 0 1 M R O F On January 26, 2017, the Company declared a cash dividend of $0.08 per share. The $0.08 dividend per share was paid to stockholders on February 24, 2017, with a record date of February 10, 2017. 147 F O R M 1 0 - K INVESTORS BANCORP, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements (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 10.17 10.18 10.19 10.20 10.21 10.22 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(1) Amended and Restated Employment Agreement between Investors Bancorp, Inc. and Domenick A. Cama(1) Amended and Restated Employment Agreement Investors Bancorp, Inc. and Richard S. Spengler(2) Amendment to Amended and Restated Employment Agreement with Richard S. Spengler(3) Amended and Restated Employment Agreement Investors Bancorp, Inc. and Paul Kalamaras(4) Amendment to Amended and Restated Employment Agreement with Paul Kalamaras(3) Employment Agreement Investors Bancorp, Inc. and Sean Burke(5) Amendment to Employment Agreement with Sean Burke(3) Investors Bancorp, Inc. 2015 Equity Incentive Plan(6) Investors Bancorp, Inc. 2006 Equity Incentive Plan(7) Roma Financial Corporation 2008 Equity Incentive Plan(8) Investors Bank Executive Officer Annual Incentive Plan(9) Investors Bank Amended and restated Supplemental ESOP and Retirement Plan(1) Amended and Restated Investors Bank Executive Supplemental Retirement Wage Replacement Plan(1) Amendment to Amended and Restated Investors Bank Executive Supplemental Retirement Wage Replacement Plan dated December 19, 2016 Amendment to Amended and Restated Investors Bank Executive Supplemental Retirement Wage Replacement Plan dated February 29, 2016 Investors Bank Amended and Restated Director Retirement Plan(1) Investors Bancorp, Inc. Deferred Directors Fee Plan(1) Investors Bank Deferred Directors Fee Plan(1) Split Dollar Life Insurance Agreement between Roma Bank and Robert C. Albanese, as assumed by Investors Bank(10) Split Dollar Life Insurance Agreement between Roma Bank and Dennis M. Bone, assumed by Investors Bank(10) Split Dollar Life Insurance Agreement between Roma Bank and Michele N. Siekerka, as assumed by Investors Bank(10) 148 INVESTORS BANCORP, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements 21 23.1 31.1 31.2 32.1 101 (1) (2) (3) (4) (5) (6) (7) (8) (9) (10) Subsidiaries of Registrant 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 Interactive data files pursuant to Rule 405 of Regulation S-T: (i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Income, (iii) the Consolidated Statements of Comprehensive Income, (iv) the Consolidated Statements of Stockholders’ Equity, (v) the Consolidated Statements of Cash Flows, and (vi) related notes to these financial statements Incorporated by reference to the Registration Statement on Form S-1 of Investors Bancorp, Inc. (Commission File no. 333-192966), originally filed with the Securities and Exchange Commission on December 20, 2013. 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 10.1, 10.2 and 10.3 to the Quarterly Report on 10-Q of Investors Bancorp, Inc. (Commission File No. 001-36441) filed with the Securities and Exchange Commission on May 10, 2016. 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 Exhibit 10.5 to the Annual Report on Form 10-K of Investors Bancorp, Inc. (Commission File No. 001-36441) filed with the Securities and Exchange Commission on March 3, 2015. Incorporated by reference to Appendix A to the Definitive Proxy Statement for Investors Bancorp, Inc.’s 2015 Annual Meeting of Stockholders (Commission File No. 001-36441) filed with the Securities and Exchange Commission on April 30, 2015. 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. Incorporated by reference to the Amended Registration Statement on Form S-1 of Investors Bancorp, Inc. (Commission File no. 333-192966) filed with the Securities and Exchange Commission on February 11, 2014. K - 0 1 M R O F 149 INVESTORS BANCORP, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements ITEM 16. FORM 10-K SUMMARY None. F O R M 1 0 - K 150 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 1, 2017 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/ Sean Burke Sean Burke /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/ James Garibaldi James Garibaldi K - 0 1 M R O F Director, Chief Executive Officer and President (Principal Executive Officer) March 1, 2017 Director, Chief Operating Officer and Senior Executive Vice President March 1, 2017 Chief Financial Officer and Senior Vice President (Principal Financial and Accounting Officer) March 1, 2017 Director, Chairman March 1, 2017 Director March 1, 2017 Director March 1, 2017 Director March 1, 2017 Director March 1, 2017 Director March 1, 2017 Director March 1, 2017 151 Signatures /s/ Michele N. Siekerka Michele N. Siekerka /s/ James H. Ward III James H. Ward III Title Director Date March 1, 2017 Director March 1, 2017 F O R M 1 0 - K 152 101 JFK Parkway Short Hills, New Jersey 07078 April 13, 2017 Dear Fellow Stockholder: You are cordially invited to attend the 2017 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 23, 2017, 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 year ending December 31, 2017. 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, 2017. Your vote is very important. Whether or not you plan to attend the Annual Meeting, please promptly submit your vote by Internet, telephone or mail, as applicable, to ensure that your shares are represented at 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 23, 2017 NOTICE IS HEREBY GIVEN THAT the 2017 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 23, 2017, at 9:00 a.m., local time, to consider and vote upon the following matters: 1. 2. 3. 4. The election of four persons to serve as directors of Investors Bancorp, Inc., each for a three-year term, and until their successors are elected and qualified. An advisory (non-binding) vote to approve the compensation paid to our Named Executive Officers. The ratification of the appointment of KPMG LLP as the independent registered public accounting firm for Investors Bancorp, Inc. for the year ending December 31, 2017. The transaction of 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, 2017 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 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, 2017. Whether or not you plan to attend the Annual Meeting, please promptly submit your vote by Internet, telephone or mail, as applicable, to ensure that your shares are represented at the Annual Meeting. By Order of the Board of Directors Investors Bancorp, Inc. Short Hills, New Jersey April 13, 2017 Brian F. Doran, Esq. Corporate Secretary P R O X Y S T A T E M E N T Internet Availability of Proxy Materials We are relying upon a U.S. Securities and Exchange Commission rule that allows us to furnish proxy materials to stockholders over the Internet. As a result, beginning on or about April 13, 2017, we sent by mail a Notice Regarding the Availability of Proxy Materials containing instructions on how to access our proxy materials, including our Proxy Statement and Annual Report to Stockholders, over the Internet and how to vote. Internet availability of our proxy materials is designed to expedite receipt by stockholders and lower the cost and environmental impact of our Annual Meeting. However, if you received such a notice and would prefer to receive paper copies of our proxy materials, please follow the instructions included in the Notice Regarding the Availability of Proxy Materials. If you hold our common stock through more than one account, you may receive multiple copies of these proxy materials and will have to follow the instructions for each in order to vote all of your shares of our common stock. Our Proxy Statement and 2016 Annual Report to Stockholders are available at www.proxydocs.com/ISBC. T N E M E T A T S Y X O R P Table of Contents General Information............................................................................................................ 1 Annual Meeting of Stockholders ........................................................................................................................ Who Can Vote .................................................................................................................................................... How Many Votes You Have............................................................................................................................... Matters to Be Considered ................................................................................................................................... How to Vote........................................................................................................................................................ Participants in Investors Bancorp Benefit Plans................................................................................................. Quorum and Vote Required................................................................................................................................ Revocability of Proxies....................................................................................................................................... Solicitation of Proxies......................................................................................................................................... Recommendation of the Board of Directors ....................................................................................................... Security Ownership of Certain Beneficial Owners and Management................................................................ 1 1 2 2 2 2 3 3 3 4 4 Proposal I–Election of Directors......................................................................................... 6 6 General................................................................................................................................................................ Directors and Executive Officers of Investors Bancorp ..................................................................................... 6 Corporate Governance Matters........................................................................................................................... 15 Risk Oversight Matters ....................................................................................................................................... 22 Audit Committee Matters ................................................................................................................................... 23 Compensation and Benefits Committee Matters ............................................................................................... 25 Compensation Discussion and Analysis ............................................................................. 26 Executive Compensation ..................................................................................................... 51 Summary Compensation Table........................................................................................................................... 51 All Other Compensation ..................................................................................................................................... 52 Perquisites........................................................................................................................................................... 52 Grants of Plan-Based Awards............................................................................................................................. 53 Outstanding Equity Awards................................................................................................................................ 53 Option Exercises and Stock Vested.................................................................................................................... 54 Pension Benefits ................................................................................................................................................. 54 Nonqualified Deferred Compensation ................................................................................................................ 55 Potential Payments Upon Termination or Change in Control ............................................................................ 55 Director Compensation ....................................................................................................... 56 Directors’ Compensation Table .......................................................................................................................... 59 Proposal II–Advisory Vote to Approve Executive Compensation .................................. 61 Proposal III–Ratification of the Appointment of the Independent Registered Public Accounting Firm .............................................................................................................. 62 Other Matters ...................................................................................................................................................... 63 Stockholder Proposals ........................................................................................................................................ 63 Advance Notice of Business to be Conducted at an Annual Meeting ................................................................ 63 P R O X Y S T A T E M E N T i General Information The Board of Directors of Investors Bancorp, Inc. (“Investors Bancorp” or the “Company”) is soliciting proxies for our 2017 Annual Meeting of Stockholders, and any adjournment or postponement of the meeting (“Annual Meeting”). The Annual Meeting will be held on May 23, 2017 at 9:00 a.m., local time, at The Grand Summit Hotel, 570 Springfield Avenue, Summit, New Jersey. A Notice Regarding the Availability of Proxy Materials is first being sent to stockholders of Investors Bancorp on or about April 13, 2017. The 2017 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 23, 2017, at 9:00 a.m., local time. Record Date March 27, 2017 Shares Entitled to Vote 310,353,472 shares of Investors Bancorp common stock were outstanding on the Record Date and are entitled to vote at the Annual Meeting. Purpose of the Annual Meeting To consider and vote on the election of four directors, the 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, 2017. Vote Required Your Board of Directors Recommends You Vote in Favor of the Proposals Investors Bancorp Subject to the Board’s majority voting policy described below, 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.” 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 non-binding basis) of the compensation paid to our named executive officers and “FOR” the ratification of KPMG LLP as Investors Bancorp’s independent registered public accounting firm for the year ending December 31, 2017. Investors Bancorp, a Delaware corporation, is the bank holding company for Investors Bank, a FDIC-insured, New Jersey-chartered capital stock savings bank. Investors Bancorp had $23.17 billion in total assets and 151 full-service banking offices in New Jersey and New York at December 31, 2016. 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. T N E M E T A T S Y X O R P Who Can Vote The Board of Directors has fixed March 27, 2017 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, 2017, 310,353,472 shares of Investors Bancorp common stock were outstanding and held by approximately 17,500 holders of record. The presence, in person or by 1 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, 2017 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 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 on an advisory (non-binding) basis and to ratify the appointment of KPMG LLP as Investors Bancorp’s independent registered public accounting firm for the year ending December 31, 2017. 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:    In person at the Annual Meeting. All stockholders of record may vote in person at the Annual Meeting. Beneficial owners may vote in person if they have a legal proxy from their bank or broker. By telephone or Internet (see the instructions at www.proxydocs.com/ISBC). Beneficial owners may also vote by telephone or Internet if their bank or broker makes those methods available, in which case the bank or broker will include the instructions with the proxy materials. By written proxy. All stockholders of record can vote by written proxy card. If you received a printed copy of this Proxy Statement, you may vote by signing, dating and mailing the enclosed Proxy Card, or if you are a beneficial owner, you may request a voting instruction form from your bank or broker. 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 of the executive compensation paid to our named executive officers and “FOR” the ratification of the appointment of KPMG LLP as our independent registered public accounting firm for the year ending December 31, 2017. Participants in Investors Bancorp Benefit Plans If you are a participant in our Employee Stock Ownership Plan or 401(k) Plan, or any other benefit plans sponsored by us through which you own shares of our common stock, you will have received a Notice Regarding the Availability of Proxy Materials. 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 our common stock allocated to his or her plan account. If you own shares through any of these plans and you do not vote by May 18, 2017, the respective plan trustees or administrators will vote your shares in accordance with the terms of the respective plans. 2 P R O X Y S T A T E M E N T 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”. However, any nominee for director in an uncontested election who receives a greater number of votes “WITHHELD” from his or her election than votes “FOR” such election shall tender his or her resignation for consideration by the Nominating and Corporate Governance Committee of the Board. The Committee shall recommend to the Board the action to be taken with respect to the resignation. Any Director who tenders his or her resignation pursuant to this provision shall not participate in the Committee's or the Board's deliberations as to whether to accept the resignation. Should this situation occur, the Board would publicly disclose its decision within 90 days of the certification of the election results. The advisory vote to approve the executive compensation paid to our Named Executive Officers 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”. 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; voting again by telephone or Internet (provided such vote is received on a timely basis); 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 addressed to: Investors Bancorp, Inc. 101 JFK Parkway Short Hills, New Jersey 07078 Attention: Brian F. Doran, Esq., Corporate Secretary If your shares are held in street name, you should follow your broker’s instructions regarding the revocation of proxies. 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. Laurel Hill Advisory Group, LLC will assist us in soliciting proxies and we have agreed to pay them a fee of $7,000 plus reasonable expenses for their services. If necessary, Investors Bancorp may also use several of its regular employees, who will not be specially compensated, to solicit proxies from stockholders, personally 3 T N E M E T A T S Y X O R P or by telephone, facsimile or letter. In the event there are not sufficient votes for a quorum, or to approve or ratify any matter being presented at the time of this Annual Meeting, the Annual Meeting may be adjourned in order to permit the further solicitation of proxies. 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 a non-binding advisory basis of the executive compensation paid to our Named Executive Officers and “FOR” the ratification of KPMG LLP as Investors Bancorp’s independent registered public accounting firm for the year ending December 31, 2017. 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 (“SEC”) regarding such beneficial ownership. The following table sets forth, as of March 27, 2017, 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, 2017. 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, 2017. P R O X Y S T A T E M E N T Principal Stockholders Name and Address of Beneficial Owner Blue Harbour Group, LP 646 Steamboat Road Greenwich, CT 06830 FMR LLC 245 Summer Street Boston, MA 02210 The Vanguard Group 100 Vanguard Blvd. Malvern, PA 19355 BlackRock, Inc. 55 East 52nd Street New York, NY 10055 Fuller & Thaler Asset Management, Inc. 411 Borel Avenue, Suite 300 San Mateo, CA 94402 Investors Bank Employee Stock Ownership Plan Trust Trustee: First Bankers Trust Services, Inc. 2321 Kochs Lane Quincy, IL 62305 Number of Shares Owned and Nature of Beneficial Ownership Percent of Shares of Common Stock Outstanding (1) 29,582,428 (2) 25,421,986 (3) 23,186,583 (4) 19,353,798 (5) 19,352,150 (6) 16,350,086 (7) 9.53% 8.19% 7.47% 6.24% 6.24% 5.27% (1) (2) (3) (4) Based on 310,353,472 shares of Investors Bancorp common stock outstanding as of March 27, 2017. Based on a Form 13F-HR filed with the SEC on February 14, 2017. Based on a Schedule 13G/A filed with the SEC on February 14, 2017. Based on a Schedule 13G/A filed with the SEC on February 10, 2017. 4 (5) (6) (7) Based on a Schedule 13G/A filed with the SEC on January 25, 2017. Based on a Schedule 13G filed with the SEC on February 23, 2017. Based on a Schedule 13G filed with the SEC on February 14, 2017. 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, 2017. 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 Doreen R. Byrnes Peter H. Carlin William V. Cosgrove INCUMBENT DIRECTORS Robert M. Cashill Kevin Cummings Director Director Director Director Brian D. Dittenhafer Michele N. Siekerka Robert C. Albanese Domenick A. Cama 172,744 202,638 — 157,450 50,000 222,744 * 50,000 252,638 * — * 150,000 307,450 * — 781,902 1,879,860 83,333 865,235 * 190,476 2,070,336 * 366,557 182,268 171,988 1,445,320 83,333 449,890 * 120,606 302,874 * 85,302 257,290 * 152,380 1,597,700 * 80,000 80,000 — 80,000 100,000 642,857 100,000 80,000 80,000 514,286 Chairman Director, President and Chief Executive Officer Lead Director Director Director Director, Senior Executive Vice President and Chief Operating Officer Director Director Executive Vice President and Chief Lending Officer Executive Vice President and Chief Retail Banking Officer Senior Vice President and Chief Financial Officer James J. Garibaldi James H. Ward III EXECUTIVE OFFICERS WHO ARE NOT DIRECTORS Richard S. Spengler 101,550 445,969 745,947 50,000 151,550 * 50,000 495,969 * 80,000 80,000 101,904 847,851 * 402,857 Paul Kalamaras Sean Burke 798,425 101,904 900,329 * 402,857 369,250 89,523 458,773 * 340,000 T N E M E T A T S Y X O R P All directors and executive officers as a group(2) 7,821,868 1,358,761 9,180,629 2.96% 3,062,857 * (1) (2) Less than 1% Unless otherwise indicated, each person effectively exercises sole, or shared with spouse, voting and dispositive power as to the shares reported. Includes 122,157 shares of common stock allocated to the accounts of executive officers under the Investors Bank Employee Stock Ownership Plan (“ESOP”) and excludes the remaining 17,343,147 shares of common stock of which 12,789,847 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. Includes 52,924 shares of common stock held through the Company's 401(k) Plan. On December 18, 2016, Brendan J. Dugan, who had served on the Boards of Directors of Investors Bancorp and Investors Bank since 2013, passed away. 5 Proposal I–Election of Directors General Investors Bancorp’s Board of Directors currently consists of 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. 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 75. Four directors will be elected at the Annual Meeting. On the recommendation of the Nominating and Corporate Governance Committee, the Board of Directors has nominated Dennis Bone, Doreen Byrnes, Peter Carlin and William Cosgrove 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 disclosed in this Proxy Statement, 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 your 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 Director named in this proxy statement. Directors and Executive Officers of Investors Bancorp The following table states our directors’ names, their ages as of March 27, 2017, and the years when they began serving as directors of Investors Bancorp and when their current term expires. Position(s) Held With Investors Bancorp Age Director Since Current Term Expires Name NOMINEES Dennis M. Bone Doreen R. Byrnes Peter H. Carlin (1) William V. Cosgrove INCUMBENT DIRECTORS Robert M. Cashill Kevin Cummings Director Director Director Director Chairman Director, President and Chief Executive Officer Brian D. Dittenhafer Michele N. Siekerka Robert C. Albanese Domenick A. Cama Lead Director Director Director Director, Senior Executive Vice President and Chief Operating Officer James J. Garibaldi James H. Ward III Director Director 65 67 44 69 74 62 74 52 69 60 65 68 2013 2002 2017 2011 1998 2008 1997 2013 2013 2011 2012 2009 2017 2017 2020 2017 2018 2018 2018 2018 2019 2019 2019 2019 (1) Effective March 27, 2017, the Company appointed Peter H. Carlin to the Board of Directors for a three year term. 6 P R O X Y S T A T E M E N T The following information describes the business experience for each of Investors Bancorp's directors and executive officers. Nominees for Director Term to Expire 2020 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 acquisition of Roma Financial Corporation, where he served as a director. Mr. Bone is the Director of the Feliciano Center for Entrepreneurship at Montclair State University. Previously, Mr. Bone served as President of Verizon New Jersey for 12 years where he was responsible for Verizon’s corporate interests across New Jersey. Mr. Bone had over 33 years’ experience with Verizon, where he served in executive management positions for 17 years. Active in his community, Mr. Bone is on the Board of Trustees of the New Jersey Institute of Technology where he is Chairman of the Audit & Finance Committee, the New Jersey Center for Teaching and Learning, the Citizens Campaign and was recently elected Chairman of the Newark Alliance. In addition, Mr. Bone is Chairman of the New Jersey State Employment and Training Commission which oversees New Jersey’s Workforce System, 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. 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 of Investors Bancorp. 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 considers and Corporate Governance Committee Ms. Byrnes’ skills and experience to be assets to the Board of Directors. 7 T N E M E T A T S Y X O R P Peter H. Carlin was appointed to the Board of Directors of Investors Bancorp and Investors Bank on March 27, 2017. Mr. Carlin has been a Managing Director at Blue Harbour Group since 2014. Prior to joining Blue Harbour Group, Mr. Carlin was a Managing Member of Estekene Capital from 2009 to 2013. Previously, he was a Deputy Portfolio Manager at Alson Capital, where he worked from 2002 to 2009 and at Sanford Bernstein & Co. where he was a Buyside Research Analyst from 2000 to 2002. Mr. Carlin began his career at Morgan Stanley in the Mergers & Acquisitions Group. Mr. Carlin earned his MBA from Columbia Business School in 1999, a JD from Columbia Law School in 1999, and a BA from the University of Pennsylvania in 1994. Mr. Carlin’s tenure working with financial institutions through the capital markets brings valuable expertise to the Board of Directors. Mr. Carlin’s financial and leadership skills and experience and knowledge, as well as the representation of shareholder interest bring an important asset 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 a non Section 16 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. 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 considers and Corporate Governance Committee 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. 8 P R O X Y S T A T E M E N T Continuing Directors Term to Expire 2018 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 the mutual holding company structure raising $500 million in the process. 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. 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 of the New Jersey Bankers Association and sits on the Board of Trustees of the Scholarship Fund for Inner-City Children and Liberty Science Center and is also a member of the Development Leadership Council of Morris Habitat for Humanity. In addition, Mr. Cummings is a member of the Board of the Federal Home Loan Bank of New York, the Independent College Fund of New Jersey, the All Stars Project of New Jersey and the Community Foundation of New Jersey. 9 T N E M E T A T S Y X O R P 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 Federal Home Loan Bank of New York 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. 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. 10 P R O X Y S T A T E M E N T 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 acquisition of Roma Financial Corporation where she served as Chairman. Ms. Siekerka is a licensed attorney and President and CEO of New Jersey Business and Industry Association. From 2010 to 2014, Ms. Siekerka was employed by the New Jersey Department of Environmental Protection, first as an Assistant Commissioner and then she completed her service as Deputy Commissioner. From 2004 to 2010, she served as the President and Chief Executive Officer of the Mercer Regional Chamber of Commerce. From 2000 to 2004, Ms. Siekerka was employed by AAA Mid-Atlantic, first as vice president of human resources and then as senior counsel. Active in numerous civic/professional organizations, Ms. Siekerka is on the Board of Choose New Jersey, New Jersey Innovation Institute, Junior Achievement of New Jersey, Better Choices Better Care and Opportunity New Jersey where she serves as Co- Founder and Co-Chairman. Ms. Siekerka is a former member of the Robbinsville Township Board of Education where she served as President from 2002 to 2005. 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. T N E M E T A T S Y X O R P 11 Term to Expire 2019 P R O X Y S T A T E M E N T 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, where he served as a director. 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 Board. 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 had 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. 12 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 headquartered in Chatham, New Jersey. Mr. Garibaldi joined The Garibaldi Group in 1974. In 1986, Mr. Garibaldi assumed the role of managing partner of the firm and in 1997 he became its Chief Executive Officer. Mr. Garibaldi formerly served as President of CORFAC International. He is also a member of the Board of Trustees of Big Brothers and Big Sisters of North Jersey, a member of the Advisory Board for the Community Soup Kitchen in Morristown and a former member of the Board of Trustees for the Cancer Hope Network as well as the Finance Council for the Diocese of Paterson. 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. James H. Ward III was appointed to the Board of Directors of Investors Bancorp and in June 2009 upon Investors Bank consummation of Investors Bancorp’s acquisition of American Bancorp of New Jersey, Inc. 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. T N E M E T A T S Y X O R P 13 Executive Officers of the Bank Who Are Not Also Directors Richard S. Spengler, age 55, 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 58, 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. Mr. Kalamaras is a member of, among other organizations, the Board of Directors of New Jersey State Chamber of Commerce, Board of Trustees, New Jersey SEEDS, Board of Directors Big Brothers Big Sisters of Northern NJ and Board of Directors New Jersey Region of the American Red Cross. 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. P R O X Y S T A T E M E N T 14 Sean Burke, age 45, was appointed Senior Vice President and Chief Financial Officer of Investors Bank effective January 26, 2015. Prior to joining Investors Bank, Mr. Burke was the Managing Director and Head of U.S. Depository Institution Investment Banking for RBC Capital Markets in New York. Mr. Burke has over 20 years of experience working with financial institutions. Mr. Burke earned bachelor's degrees in accounting and computer science from the University of Notre Dame and earned an MBA from Northwestern University's J.L. Kellogg Graduate School of Management. Prior to attending Northwestern, Mr. Burke was a certified public accountant and worked in the financial services audit practice of Ernst & Young. 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. Board of Directors Meetings and Committees The Board of Directors of Investors Bancorp and Investors Bank each met 12 times during 2016. 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 2016. Investors Bancorp does not have a specific policy regarding attendance at the annual meeting of stockholders. However, all but one of Investors Bancorp’s directors attended the annual meeting of stockholders held on May 24, 2016. Director Independence A majority of the Board of Directors and each member of the Compensation and Benefits, Nominating and Corporate Governance 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 respective 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, Cosgrove, Bone, Dittenhafer, Ward, Carlin and Mses. 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. Garibaldi is not independent due to commercial real estate brokerage services provided by his company to Investors Bank, the subsidiary of Investors Bancorp, in 2015. 15 T N E M E T A T S Y X O R P In establishing its structure and appointing a Lead Independent 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 – Separate CEO and Chairman Role / Lead Independent Director Currently, the positions of Chairman of the Board and Chief Executive Officer are held by different persons, which the Board believes is appropriate under present circumstances. However, the Board recognizes that its optimal leadership structure can change over time to reflect our Company’s evolving needs, strategy, and operating environment; changes in our Board’s composition and leadership needs; and other factors, including the perspectives of stockholders and other stakeholders. 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 where required maintaining standing board committees comprised exclusively of independent members. 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 has appointed Brian D. Dittenhafer as Lead Independent Director. Corporate Governance Guidelines The Board of Directors has adopted Corporate Governance Guidelines, which are posted on the “Governance Documents” section of the “Investor Relations” page 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:      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. 16 P R O X Y S T A T E M E N T The Corporate Governance Guidelines provide for the independent directors of the Board of Directors to meet in regularly scheduled executive sessions. During 2016, eight executive sessions were held, of which three 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. Prohibition on Pledging Securities Company policy prohibits directors and executive officers from holding Company securities in a margin account or pledging Company securities as collateral for any other loan. An exception to this prohibition may be granted, in the sole discretion of the Board and in limited circumstances, after giving consideration to, among other factors, the number of shares proposed to be pledged as a percentage of the director’s or executive officer’s total shares held. No shares are currently pledged by a director or executive officer. 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 Governance Guidelines include Stock Ownership Guidelines for Named Executive Officers 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 Named Executive Officers: A number of shares having a market value equal to three times (3.0x) annual Directors: base salary 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 Named Executive Officer and Directors is reviewed as of the last day of each calendar quarter. Majority Voting Policy The Board of Directors believes that each director of the Company should have the confidence and support of the Company's stockholders and, to this end, the Board has adopted a majority voting policy, which is utilized for the election of any director at any meeting of stockholders for uncontested elections and shall not be applicable for contested elections. Pursuant to this policy, any incumbent director nominee in an uncontested election who receives a greater number of votes “WITHHELD” than votes cast “FOR” at the stockholders meeting shall promptly tender his or her proposed resignation following certification of the stockholder vote. The Nominating and Corporate Governance Committee will promptly consider the resignation and will recommend to the Board whether to accept the resignation or to take other action, including rejecting the 17 T N E M E T A T S Y X O R P resignation and addressing any apparent underlying causes of the failure of the director to obtain a majority of votes “FOR” such nominee. The Board will act on the Nominating and Corporate Governance Committee's recommendation no later than at its first regularly scheduled meeting following the committee's deliberation and recommendation, but in any case, no later than 90 days following the certification of the stockholder vote. The Company will publicly disclose the Board's decision and process in a periodic or current report filed with or furnished with to the SEC within 90 days following the certification of the stockholder vote. Any director who tenders his or her resignation will not participate in the Nominating and Corporate Governance Committee's or full Board's deliberations, considerations or actions regarding whether or not to accept the resignation or take any other related action. Nominating and Corporate Governance Committee The current members of the Nominating and Corporate Governance Committee are: Ms. Byrnes (Chair), Messrs. Bone, Cosgrove, 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 three times during 2016. 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 criteria (such as independence, experience relevant to the needs of Investors Bancorp, leadership qualities, diversity, stock ownership) for board membership; 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 the Board’s compliance with Nasdaq Stock Market listing standards for independence; and 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. P R O X Y S T A T E M E N T 18 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 and 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. On March 27, 2017, Mr. Carlin was appointed to the Boards of Directors of Investors Bancorp and its subsidiary, Investors Bank, each for a term expiring in 2020. These appointments were made in accordance with an agreement dated as of March 27, 2017 (the “Agreement”) between Investors Bancorp and Blue Harbour Group, L.P. (“Blue Harbour”). Blue Harbour has had a significant shareholder interest in Investors Bancorp since 2014 and Mr. Carlin is a managing director of Blue Harbour. Mr. Carlin has substantial experience and expertise in the capital and financial markets and is very familiar with Investors Bancorp’s operations and the markets in which it conducts business. Mr. Carlin’s appointment further evidences Investors Bancorp’s commitment to alignment and engagement with its shareholders. Under the terms of the Agreement, for so long as Blue Harbour and the investment funds managed by it own at least four percent (4%) of the outstanding shares of Investors Bancorp’s common stock, it shall be entitled to propose one designee to the Boards of Directors of Investors Bancorp and Investors Bank, subject to the satisfaction of applicable corporate governance requirements. If at any time Blue Harbour’s aggregate ownership of Investors Bancorp’s common stock shall fall below four percent (4%) of the outstanding shares, Investors Bancorp can require that Mr. Carlin, or any other designee of Blue Harbour then serving on the Boards of Directors of Investors Bancorp and Investors Bank, resign from the Boards of Directors. For a further discussion of the Agreement, see “Transactions with Related Persons”. 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); 19 T N E M E T A T S Y X O R P       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 SEC 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. 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. Code of Business Conduct and Ethics The Board has adopted a Code of Business Conduct and Ethics to be followed by Investors Bancorp’s employees, officers (including its CEO, CFO and CAO) and directors to communicate our commitment to ethical conduct and to describe our standards and expectations for integrity and ethical behavior. Directors, NEOs, executive officers and employees are required to read, understand and comply with the Code. Investors Bancorp requires that all new employees take Code training shortly after their commencement of employment and also requires periodic training for all directors and employees. All employees must certify annually that they have read the Code and agree to abide by it. The Code provides that any waivers for directors or executive officers may be made only by the Board of Directors and must be promptly disclosed to the shareholders. During 2016, the Board of Directors did not receive nor grant any request for directors or executive officers for waivers under the provisions of the Code. 20 P R O X Y S T A T E M E N T This Code was last modified on November 22, 2016 and is available on the “Governance Documents” section of the “Investors Relations” page of the Investors Bank’s website at www.myinvestorsbank.com. Investors Bancorp will post on its website any amendments to the Code and any waivers granted to its directors or executive officers. Investors Bancorp expects its employees to report behavior that concerns them or may represent a violation of the Code. Investors Bancorp offers several channels by which employees may raise an issue or concern, including any actual or potential violation of the Code. One such channel is EthicsPoint, a website and telephone hotline that is available to employees 24 hours a day, 7 days a week. EthicsPoint complaints or concerns can be submitted anonymously. Environmental, Social and Corporate Governance As we continuously endeavor to make Investors Bancorp a great place to work, we listen to our employees and build on our programs and resources to enhance their experience, help cultivate their competencies and further their careers with us. We are dedicated to the learning initiatives for our employees that promote both their professional and personal well-being. We have a chief culture officer who focuses on ensuring that the strategies and ideas of the Company align with the overall long-term strategy of the organization. Our strong sense of community is one of our main core values and we make this part of the onboarding experience for our new employees through volunteer opportunities in the communities we serve. This community involvement and team orientation are incorporated into our annual performance reviews. Our contributions to community-based organizations are just a part of the commitment we make. Our business practices and policies also promote social responsibility, both environmentally and industry- related, to promote responsible growth. We continuously focus on our economic, social and corporate governance responsibilities to grow in a sustainable manner. Section 16(a) Beneficial Ownership Reporting Compliance Investors Bancorp’s common stock is registered with the SEC 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 SEC disclosing beneficial ownership and changes in beneficial ownership of Investors Bancorp’s common stock. The SEC rules require 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 2016, its officers, directors and beneficial owners of greater than 10% of its common stock timely filed all required reports. 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. 21 T N E M E T A T S Y X O R P 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 and the Board reviews related party transactions, the disclosure of which is required under SEC proxy disclosure rules. As noted above in the section entitled “Criteria for Election”, on March 27, 2017 Investors Bancorp entered into the Agreement with Blue Harbour pursuant to which Mr. Carlin was appointed to the Boards of Directors of Investors Bancorp and Investors Bank. Under the terms of the Agreement, for so long as Blue Harbour and the investment funds managed by it own at least four percent (4%) of the outstanding shares of Investors Bancorp’s common stock, it shall be entitled to have one designee serve on the Boards of Directors of Investors Bancorp and Investors Bank, subject to the satisfaction of applicable corporate governance requirements. If at any time Blue Harbour’s aggregate ownership of Investors Bancorp’s common stock shall fall below four percent (4%) of the outstanding shares, Investors Bancorp can require that Mr. Carlin, or any other designee of Blue Harbour then serving on the Boards of Directors of Investors Bancorp and Investors Bank, resign from the Boards of Directors. In accordance with the terms of the Agreement, during the period commencing on March 27, 2017 and ending on the earlier of (i) the day after the Company’s 2020 Annual Meeting of Stockholders, or (ii) the date as of which Blue Harbour’s Board designee is no longer a director of the Company and Investors Bank (the “Restricted Period”), Blue Harbour agreed to vote its shares (A) in favor of each director nominated and recommended by the Board for election by the stockholders, (B) against any stockholder nominations for director that are not approved and recommended by the Board and against any proposals or resolutions to remove any member of the Board, and (C) in accordance with the recommendations of the Board on all other proposals of the Board set forth in the Company’s proxy statements. During the Restricted Period, Blue Harbour also agreed to comply with the terms of customary standstill provisions. Risk Oversight Matters 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, Cashill, Dittenhafer, Garibaldi, Albanese, and Mses. Byrnes and Siekerka. The Chief Executive Officer and Chief Operating Officer serve as a resource to the Risk Oversight Committee but have no vote in the committee’s decision-making process. 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 three times during 2016. 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 Oversight 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 enterprise risk including interest rate, liquidity, operational, compliance, strategic and reputational risks. P R O X Y S T A T E M E N T 22 Audit Committee Matters Audit Committee The current members of the Audit Committee are: Messrs. Albanese (Chair), Cosgrove, Dittenhafer, Ward and Mses. Byrnes and Siekerka. Each member of the Audit Committee is considered independent as defined in the Nasdaq corporate governance listing rules and under SEC Rule 10A-3. The Board considers Mr. Albanese, the Chair of the Audit Committee, and Mr. Dittenhafer each an “audit committee financial expert” as that term is used in the rules and regulations of the SEC. 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 internal controls over financial reporting, 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; Review earnings and financial releases and quarterly and annual reports filed with the SEC; and Approve all engagements for audit and non-audit services by the independent registered public accounting firm. T N E M E T A T S Y X O R P The Audit Committee met six times during 2016. The Audit Committee reports to the Board of Directors on its activities and findings. 23 Audit Committee Report Pursuant to rules and regulations of the SEC, 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 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 SEC subject to Regulation 14A or 14C of the SEC 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 Accounting Oversight Board (United States) (“PCAOB”) and to issue an opinion on those financial statements, and for providing an opinion on the Company's 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 and the internal control procedures of Investors Bancorp for the year ended December 31, 2016; discussed with the independent registered public accounting firm the matters required to be discussed by Statement on Auditing Standards No. 1301, 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, 2016 be included in Investors Bancorp’s Annual Report on Form 10-K for filing with the SEC. 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, 2017, subject to the ratification of this appointment by the stockholders of Investors Bancorp. Audit Committee of Investors Bancorp, Inc. Robert C. Albanese, Chair William V. Cosgrove, Member Brian D. Dittenhafer, Member James H. Ward III, Member Doreen R. Byrnes, Member Michele N. Siekerka, Member P R O X Y S T A T E M E N T 24 Compensation and Benefits Committee Matters Compensation and Benefits Committee The current members of the Compensation and Benefits Committee are: Messrs. Bone (Chair), Albanese, Cosgrove, Dittenhafer, 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 SEC Rule 10C-1. The Compensation and Benefits Committee’s Charter is posted on the “Governance Documents” section of the “Investor Relations” page of the Investors Bank’s website at www.myinvestorsbank.com. The Committee met seven times during 2016. As noted in the Compensation and Benefits Committee Charter, the purpose of the committee is to assist the Board in carrying out the Board’s overall responsibility relating to executive compensation, incentive compensation and equity and non-equity based benefit plans. 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 equity-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 Investors Bancorp’s 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 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 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 equity incentive awards and other benefit arrangements. In addition to determining the compensation payable to Investors Bancorp’s executive officers, including the Chief Executive Officer and other Named Executive Officers, the Compensation and Benefits Committee evaluates senior executive and director compensation plans and programs, administers and has discretionary authority over the issuance of equity awards under Investors Bancorp’s equity compensation plans and oversees preparation of a report on executive compensation for inclusion in Investors Bancorp’s annual proxy statement. The Compensation and Benefits 25 T N E M E T A T S Y X O R P Committee is supported by 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. Compensation and Benefits Committee Interlocks and Insider Participation During 2016, Messrs. Dittenhafer, Dugan, 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; or 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 2016 requiring specific disclosures under SEC rules or Nasdaq listing standards. Mr. Cosgrove and Ms. Byrnes, who also served as members of the Compensation and Benefits Committee in calendar 2016, are 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 2016 requiring specific disclosures under SEC rules. Mr. Cosgrove was a non Section 16 officer of Investors Bank commencing with 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. Ms. Byrnes was an officer of Investors Bank prior to her retirement in 2007. Compensation Discussion and Analysis Investors Bancorp’s Transformation from 2007 - 2014 Since the Company’s initial public offering in 2005, it has transitioned from a wholesale thrift to a retail commercial bank. This transition has been primarily accomplished by growing commercial loans and shifting the mix of deposits to a greater percentage of core deposits. A significant portion of this growth was achieved organically and through bank acquisitions. From 2008 through 2014 the Company completed eight bank or bank branch acquisitions which provided us with the opportunity to grow our business, expand our geographic footprint and improve our financial performance. Capital management is also a key component of our business strategy. In May 2014 we raised net proceeds of $2.2 billion in equity upon the completion of the second step mutual conversion (“Second Step Conversion”). Prior to the Second Step Conversion, our parent company held 55% of Investors Bancorp's outstanding common stock in connection with its initial public offering in 2005. With the completion of the Second Step Conversion, we reorganized from a two-tier mutual holding company structure to a fully public stock holding company structure. This was an important milestone for our company which was the culmination of the significant growth from the period 2007 through 2014, where assets grew 245% and total shareholder return over that same period was 86%. 2007 2008 2009 2010 2011 2012 2013 2014 June 2008 Acquistion of Summit Federal Savings Bank May 2009 Acqisition of American Bank of New Jersey October 2009 Acquistion of 6 Banco Popular branches October 2010 Acquistion of Millennium Bcpbank branches January 2012 Acquistion of Brooklyn Federal Savings Bank May 2014 $2.2 Billion Capital Raise October 2012 Acquistion of Marathon National Bank January 2014 Acquistion of Gateway Financial December 2013 Acquistion of Roma Financial Corporation 2007 2008 2009 2010 2011 2012 2013 2014 Asset Growth: 245% Total Shareholder Return: 86% June 2008 Acquisition of Summit Federal Savings Bank May 2009 Acquisition of American Bank December 2013 Acquisition of Roma Financial Corporation January 2014 Acquisition of Gateway Financial May 2014 $2.2 Billion Capital Raise Asset Growth: 245% Total Shareholder Return: 86% P R O X Y S T A T E M E N T 26 2016 Financial Performance We continue to execute on a strategy of prudent capital management to create shareholder value. During 2016, we accomplished this through a combination of organic growth, stock repurchases and dividends. Since receiving approval in March 2015 for our repurchase program, we have repurchased 62.9 million shares totaling $746.3 million at an average price of $11.86. For the year ended 2016 our dividend payout ratio was 40% which includes a 33% dividend increase in the fourth quarter of 2016 to $0.08 per share. These capital strategies are important to the successful deployment of the $2.2 billion in capital raised during the Second Step Conversion. Our total shareholder return for the one, two and three year period ended December 31, 2016 was 14.7%, 29.7% and 46.9%, respectively. 2016 was another strong year of earnings for Investors Bancorp as earnings per share grew 16% year over year. We continued to make significant investments in our risk management infrastructure and branch franchise. Total assets increased $2.28 billion, or 10.9% to $23.17 billion at December 31, 2016 from $20.89 billion at December 31, 2015, driven mainly by loan growth of $1.91 billion year-over-year. Our credit quality remains a key focus for our Company as demonstrated by the decrease in our level of non-accrual loans to $94.3 million in 2016 from $115.4 million in 2015. Net Income (in millions) $181.5 $192.1 $131.7 Credit Quality Non-Performing Assets / Assets 0.81% 0.69% 0.47% 2014 2015 2016 2014 2015 2016 Capital Levels Common Equity Tier 1 Ratio Total Shareholder Return period ending December 31, 2016 17.01% 15.87% 14.75% 46.9% 29.7% 14.7% T N E M E T A T S Y X O R P 2014 2015 2016 Net Income (in millions) $131.7 $181.5 $192.1 2014 2015 2016 Credit Quality Non-Performing Assets 0.81% 0.69% 0.47% 2014 2015 2016 Non-performing assets as a percentage of total assets Capital Levels Common Equity Tier 1 Ratio 19.06% 15.85% 13.48% 2014 2015 2016 Total Shareholder Return Three Year 13% 28% 47% 2014 2015 2016 One year Two year Three year 27 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 executive 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 under applicable Nasdaq rules, 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 any compensation consultant or 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 are required to hold our common stock at specified minimum levels, which recognizes the importance of aligning their interests with those of stockholders. In particular, our Chief Executive Officer 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 being the safety and soundness of Investors Bancorp and Investors Bank as paramount to all compensation incentives. The Compensation and Benefits Committee consults with the Risk Oversight Committee on these matters. A significant portion of each Named Executive Officer's compensation is in the form of short and long-term performance-based pay, which reflects and reinforces our pay for performance philosophy. 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. We provide limited executive perquisites. Assistance is regularly provided to the Compensation and Benefits Committee by an independent compensation consultant selected by such committee. 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. The following executives are referred to in this discussion as “Named Executive Officers.” Name Title Kevin Cummings Domenick A. Cama Richard S. Spengler Paul Kalamaras Sean Burke 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 28 P R O X Y S T A T E M E N T stockholders by rewarding performance against established corporate financial targets, and by motivating strong executive leadership and superior individual performance. In this regard: (1) a substantial portion of the compensation payable to our Named Executive Officers is linked to financial and individual performance; (2) the interests of our Named Executive Officers are aligned with the long-term interests of our stockholders through their stock-based and non-equity incentive compensation, which are earned primarily based on the satisfaction of corporate performance metrics; (3) our focus is providing compensation that is commensurate with the achievement of short-term and long-term financial goals and individual performance; and (4) our executive compensation program is competitive to attract, retain and motivate our Named Executive Officers. 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, an annual cash incentive plan, stock options and performance and time-based stock awards, supplemental executive retirement benefits and executive perquisites, which encourage long term employment with Investors Bancorp. 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 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. The following are key features of our executive compensation program: What We Don’t Do  We don’t modify annual incentive compensation performance objectives during the year in which those objectives apply.  We don’t award stock compensation with short vesting periods to Named Executive Officers  We don’t require the base salaries and total cash compensation of our Named Executive Officers to attain any the compensation of executives in our peer comparator companies. percentile particular position versus  We don’t allow directors and executive officers to engage in or effect transactions designed to hedge or offset economic risk of owning shares of our stock.  We don’t allow directors and executive officers to hold company stock in a margin account or pledge securities as collateral.  We no longer enter into change of control agreements with single triggers.  We don’t have excessive perquisites.  We don’t enter into new employment contracts with tax gross up provisions. T N E M E T A T S Y X O R P What We Do  We carefully control business risk by ensuring that the structure and administration of our executive and incentive compensation plans are reasonable and appropriate.  We utilize an independent compensation consultant to annually evaluate Named Executive Officer cash and stock compensation based on levels of comparable executives fifteen-to-twenty peer comparator banking companies. the pay in  We pay equity and non equity incentive compensation based on our most important measurable and verifiable corporate performance objectives.  We award long-term stock compensation, the vesting of which depends on multi-year financial performance.  We conservatively vest stock compensation over long periods of time (generally five years for performance- based stock awards and five-to-seven years for time- vested stock awards).  We require each of our Named Executive Officers to own Company common stock valued at a minimum of three-to-five times their annual salary.  We maintain a clawback policy for bonus and other incentive compensation paid to executive officers, which mitigates risk-taking behavior.  We will place greater weight on performance when granting future equity awards. 29 Summary of Shareholder Engagement Following Investors Bancorp’s Annual Meeting of Stockholders in May 2016, the Compensation and Benefits Committee reviewed the results of the stockholder advisory vote on our 2015 executive compensation program for our Named Executive Officers and related compensation policies and decisions. At our 2016 annual meeting, approximately 52% of the votes cast on the proposal were voted in support of the compensation outlined in last year’s proxy statement (commonly referred to as “Say-on-Pay”). This was a significant departure from the support stockholders expressed in the 2014 and 2015 Say-on-Pay votes (approximately 98% and 96%, respectively) even though the core philosophy and design of our annual compensation programs remained materially consistent across all three years. Throughout the course of 2016, management met with the majority of shareholders, primarily through individual conversations, investor conferences, investor roadshows, through our investor relations channel and at our annual shareholder meeting. Management reached out to over 50% of outstanding shareholders over the course of 2016 and had interaction with over 40% of outstanding shareholders. Over the course of the interaction and meetings, management discussed the Company’s most recent financial results, capital management and execution of business strategies. In addition to these items, stockholder feedback following the 2016 Say-on-Pay was also discussed. Below is a summary of the areas discussed with regard to Say-on-Pay: What We Heard The 2015 Stock and Option Awards granted to our CEO were viewed as excessive and were not well understood. We had extensive discussions with shareholders relating to Say-on-Pay, primarily related to the size of the 2015 grant of Stock and Option awards granted to our CEO under the 2015 Equity Incentive Plan. As part of these discussions, we found that these shareholders understood the Company’s rationale in making such awards and were also familiar with marketplace precedents in the banking industry that the Company relied upon in establishing the size and structure of such awards. Management believes our shareholders understood the transformation the Company underwent up through 2014 and the strong incentive and retention features embedded in the awards. How We Responded Future awards will not be of this magnitude. The magnitude of the 2015 stock grant was made in the context of an important milestone in the Company’s historic Second Step Conversion to a fully public company. The Company does not anticipate that future awards of stock compensation to the Named Executive Officers will be similar to the 2015 grant in size or in potential compensation value. In 2016, the Compensation and Benefits Committee determined that no awards to Named Executive Officers were necessary, as the number of restricted stock awards and stock options provided to the Named Executive Officers in June 2015 were effective in achieving performance incentive and management retention. The sustained service requirements and future performance contingencies included in the 2015 stock awards will be effective in retaining and motivating our senior management team to continue their dedication and loyalty to the Company, as well as their concentrated efforts toward furthering Company growth and shareholder value creation. Based on information provided to the Compensation and Benefits Committee, future stock awards granted to the Named Executive Officers will not be similar in size or potential value to those provided in June 2015. The future use of stock incentive compensation as an element of the Company’s overall executive compensation program will depend on specific items, including but not limited to individual and company performance, succession and leadership evaluation, comparative compensation data and prevailing marketplace practice. 30 P R O X Y S T A T E M E N T Greater emphasis on performance based compensation. Since the June 2015 stock awards were primarily focused on the future retention and stability of our key management team, 75% of the awards were made in the form of time-vested restricted stock with seven-year vesting. We believe that our seven-year vesting schedule is an extraordinarily long and stringent requirement as compared to the compensation practices of our peers, and that it will ensure the strong retention of our key executives in the years ahead. 25% of the equity grants made in 2015 to the NEO’s were performance based and will measure certain performance metrics over a three year period (2015-2017). The Compensation and Benefits Committee is aware of the use of performance-based compensation made by its selected peer comparator companies in recent years and expects that future awards of stock incentive compensation to the Named Executive Officers will be weighted more heavily towards performance-based compensation. The Compensation and Benefits Committee does not have any immediate plans or any explicit intentions to make additional stock awards to the Chief Executive Officer or Chief Operating Officer or to establish commensurate performance periods or requirements since the Company is still in the midst of the performance period established in 2015. Should any such stock awards and their related contingencies be established by the Compensation and Benefits Committee going forward, the Company expects that a greater number of future stock awards will be associated with specific performance requirements reflective of the Company’s strategic multi-year performance objectives. Changes made to pension benefits. The Compensation and Benefits Committee carefully and diligently reviews all elements of compensation on an annual basis. The Committee utilizes information and benchmarks to determine how executive compensation levels compare to those companies within the industry. As a result of their review, changes were made to the pension benefits. As of December 31, 2016, the annual benefit provided under the tax-qualified defined benefit plan (the “Defined Benefit Plan”) was frozen. As a result, each participant’s frozen accrued benefit will be determined as of December 31, 2016 and no further benefits will accrue beyond such date. Additionally, effective December 31, 2016, the Executive Supplemental Retirement Wage Replacement Plan (“SERP II”) was frozen. The SERP II was amended to freeze future benefit accruals and, for certain participants, structure the benefits payable attributable solely to the participants’ 2016 year of service to vest over a two-year period. Messrs. Cummings, Cama, Kalamaras and Spengler are participants in the SERP II and were impacted by this freeze. Continue to enhance shareholder engagement. Throughout 2016, management met with over 40% of outstanding shareholders, with an outreach to over 50% of outstanding shareholders. We meet with the majority of our shareholders through individual conversations, at certain investor conferences, investor roadshows, through our investor relations channel and at our annual shareholder meeting. We will continue to create opportunities for shareholder engagement going forward through similar channels as we did in 2016. In addition, we have a structure in place to allow shareholders to communicate directly with our Board (see “Corporate Governance Matters” section above). We have regular dialogue with members of Blue Harbor Group, one of our largest shareholders since 2014 and remain aligned on strategy and practices that deliver shareholder value. Blue Harbor Group supported Say-on-Pay at our 2016 annual meeting because they understood the principles under which those shares were granted. T N E M E T A T S Y X O R P 31 On March 27, 2017 the Company announced the appointment of Peter Carlin to the 2020 class of Directors for Investors Bancorp and Investors Bank. Mr. Carlin has been a Managing Director at Blue Harbour since 2014. We believe that having one of our largest shareholders represented as a member of our Boards demonstrates our commitment to further aligning our interests with shareholders. Mr. Carlin’s strong financial background and operational expertise will enhance our Boards as we continue to grow our franchise. Role of Executive Officers Although the Compensation and Benefits Committee is ultimately responsible for designing our executive compensation program, the Chief Executive Officer and Chief Operating Officer serve as a resource to the Compensation and Benefits Committee and are critical in ensuring that the Compensation and Benefits Committee has the pertinent information needed to make well-informed and appropriate decisions. 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. The Compensation and Benefits Committee meets regularly with the Chief Executive Officer and Chief Operating Officer regarding the potential incentive compensation performance metrics, including their respective weightings, and to review the progress towards the achievement of the pre-established corporate financial targets and individual performance goals related to our cash and equity incentive plans. Also, the Chief Executive Officer and Chief Operating Officer provide 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 2016, the Compensation and Benefits Committee engaged GK Partners, an independent compensation consultant, to assist in its evaluation of Investors Bancorp’s executive compensation program and providing an annual competitive evaluation of the total 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 Investors Bancorp and Investors Bank's short-term and long-term incentive plans for best practices and market competitiveness. The Compensation and Benefits Committee considered the independence of GK Partners under the Securities and Exchange Commission rules and NASDAQ corporate governance listing standards. The Compensation and Benefits Committee requested and received a report from GK Partners regarding its independence, including information relating to the following factors: (1) other services provided to Investors Bancorp by GK Partners; (2) fees paid by Investors Bancorp 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 any 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 Investors Bancorp’s executive officers and GK Partners. The Compensation and Benefits Committee discussed these considerations and concluded that GK Partners was independent and had no conflicts of interest with respect to its engagement. Market Comparison For 2016, 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 17 32 P R O X Y S T A T E M E N T banking institutions to be used for evaluating 2016 compensation. These included thrift and banking institutions with assets of $14.6 billion to $48.6 billion, having an asset mix similar to Investors Bancorp and doing business predominately in the Northeast and Central regions of the United States. The 17 peer comparator companies selected for inclusion in the Compensation and Benefits Committee’s evaluation of 2016 compensation represented a group of companies whose aggregate Average and Median performance on the above-specified banking industry metrics closely approximated that of Investors Bancorp. As has been the practice of our Compensation and Benefits Committee, the composition of this peer group is carefully reviewed and appropriately modified from year-to-year based on several factors, including significant changes and developments in the size, scope, business mix and financial condition of Investors Bancorp and each of the potential peer comparators. In addition, the Compensation and Benefits Committee considers the impact of completed mergers and acquisitions activity in our geographic region and relevant areas of competitive banking operations, as well as other publicly-announced business combinations within the broader banking industry. The Compensation and Benefits Committee also considers pertinent competitive industry knowledge and information provided by its compensation advisors and senior management. Changes in Peer Group – 2015 to 2016 Regarding the changes in the composition of our selected peer group of comparator companies from 2015 to 2016, the Compensation and Benefits Committee eliminated eight banking companies and added seven other banking companies which resulted in the reduction in the size of our selected comparator group from a total of 18 peer companies to a revised total of 17 peer companies. The eight banking companies eliminated from 2015 were eliminated as a result of merger/acquisition activity or asset size (total assets of less than $10 billion). The seven banking companies added each had similar business models and total assets of between $15 billion and $25 billion. Due to Merger/Acquisition: Due to Size: Companies Removed Companies Added Astoria Financial Corp. First Niagara Financial Group, Inc. Susquehanna Bancshares Dime Community Bancshares Flushing Financial Corp. NBT Bancorp, Inc. Northwest Bancshares, Inc. Provident Financial Services, Inc. Associated Banc-Corp Commerce Bancshares Inc. F.N.B. Corporation IBERIABANK Corporation TCF Financial Corporation UMB Financial Corporation Umpqua Holdings Corporation 2016 Peer Group As a result, the group of companies approved by the Compensation and Benefits Committee for the evaluation of 2016 Named Executive Officer compensation consisted of the 17 peer banking institutions identified below: Associated Banc-Corp-WI BankUnited, Inc.- FL Commerce Bancshares Inc.-MO F.N.B. Corporation-PA FirstMerit Corporation-OH Fulton Financial Corporation-PA IBERIABANK Corporation-LA MB Financial, Inc.- IL New York Community Bancorp.-NY People’s United Financial, Inc.-CT Signature Bank-NY TCF Financial Corporation-MN UMB Financial Corporation-MO Umpqua Holdings Corporation-OR Valley National Bancorp.-NJ Webster Financial Corporation-CT Wintrust Financial Corporation- IL T N E M E T A T S Y X O R P 33 While our executive compensation program targets each Named Executive Officer’s base salary, annual cash incentives and long-term equity compensation at fully competitive levels commensurate with corporate and personal performance, Investors Bancorp has no formal policy that requires the compensation of the Named Executive Officers to attain any specific percentile position within our peer group. However, the Compensation and Benefits Committee carefully reviewed detailed comparative information provided by its compensation consultant regarding the cash and stock compensation of each Named Executive Officer for the fiscal year ending December 31, 2015, which included the following items:   A detailed comparative study of the cash and stock compensation of the Named Executive Officers of the selected peer companies on a functionally position-matched basis. Statistical Median and Average value of the detailed array of comparative executive compensation data for each element of Named Executive Officer compensation o o o o o o base salary; non-equity incentive compensation; total cash compensation; stock option present value at the date of award; restricted stock present value at the date of award; and total direct compensation P R O X Y S T A T E M E N T This comparative compensation study also includes specific information regarding the cash and stock compensation provided to the non-employee Directors of each of the peer comparator companies. In connection with the Compensation and Benefits Committee’s understanding and utilization of comparative compensation data in the context of its pay-for-performance philosophy, it should be noted that Investors Bancorp’s one-year, three-year and five-year Total Shareholder Returns (TSR) for the period ending December 31, 2015 were 13.2%, 86.0% and 152.8%, respectively, which the Compensation and Benefits Committee regarded as highly competitive and favorable as compared with our selected peer banking companies. For the year ending December 31, 2015, our net income was 99% of the average net income of our seventeen peer banking institutions and our 0.92% return on average assets (ROAA), which is a standard banking industry measure, exceeded the 0.83% ROAA of those seventeen comparator banks. In understanding and directing the relationship between Investors Bancorp’s corporate performance and its Named Executive Officers’ compensation, the Compensation and Benefits Committee is focused on balancing its consideration of Investors Bancorp’s short-term financial results versus the Company’s long-term economic growth and increasing shareholder value. With a clear recognition of senior management’s demanding operational challenges in leading and managing a fast-growing business enterprise over the past decade, the Compensation and Benefits Committee endeavors to fairly apply its pay-for-performance philosophy with a view towards both the critical decisions and actions taken by the senior management team on a day-to-day basis, as well as the strategies and initiatives regularly implemented by management that have built and sustained our corporate reputation as a successful, stable and trustworthy financial institution. It is important to the Compensation and Benefits Committee not only to administer Named Executive Officer compensation to meet prevailing banking industry levels and standards, but also to ensure that senior management continues to take a hard-working, reasonable and balanced approach to Investors Bancorp’s short- term and long-term condition and performance. Given the availability of a substantial amount of directly relevant comparative financial and compensation information, as well as the Compensation and Benefits Committee’s careful review and interpretation of this information with the assistance of its consultant, the Company believes that the 2016 executive compensation program for the Named Executive Officers was appropriate relative to our corporate goals and relative to our peer group because it continued to be commensurate with our growth and strong corporate performance, as well as each Named Executive Officer's individual contributions and experience. We believe our 2016 executive 34 compensation program is consistent with our performance-based approach based on our business results relative to our peers, as well as the overall market conditions in our geographical area and nationally. We therefore believe that our administration of Named Executive Officer compensation continues to be reasonable and fully consistent with our ongoing pay-for-performance philosophy. Elements of Executive Compensation for 2016 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, long-term incentive awards (such as stock option and restricted stock awards), a competitive benefits package and limited perquisites. Base Salary Base salary is the primary fixed component of our executive compensation package for our Named Executive Officers. Base salary levels for the Named Executive Officers are evaluated by the Compensation and Benefits Committee on an annual basis. In general, base salaries are reviewed considering the experience and market value of each Named Executive Officer based on the competitive executive salary information furnished to the Compensation and Benefits Committee by GK Partners. Specifically, each Named Executive Officer’s base salary level is determined by his sustained individual performance, leadership, operational effectiveness, tenure in office, experience in the industry and employment market conditions in our geographical area. In determining base salary adjustments for 2016, the Compensation and Benefits Committee considered Investors Bancorp’s financial performance, and peer group and market-based industry salary data provided by GK Partners, our independent consultant, as well as the individual factors identified above. Based on this analysis, the Compensation and Benefits Committee made no changes to the base salary amounts for each Named Executive Officer for 2016. The following table sets forth for the calendar years ended December 31, 2016, 2015 and 2014 salary earned to Named Executive Officers: Executive Officer 2016 Salary ($) 2015 Salary ($) Kevin Cummings Domenick A. Cama Richard S. Spengler Paul Kalamaras Sean Burke(1) 1,000,000 675,000 430,000 415,000 400,000 1,000,000 675,000 430,000 415,000 376,923 2014 Salary ($) 1,000,000 675,000 430,000 415,000 N/A (1) Mr. Burke was appointed Senior Vice President and Chief Financial Officer on January 26, 2015. Mr. Burke’s 2015 full year annualized base salary was $400,000. Executive Officer Annual Incentive Plan The Executive Officer Annual Incentive Plan was adopted, and approved by shareholders, in 2013 such that, under Section 162(m) of the Internal Revenue Code, awards issued under the plan may 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). Ms. Byrnes did not participate in any decisions related to the annual incentive awards issued to the Named Executive Officers in 2016 because as a former officer of Investors Bank, she is not an “outside director” as determined under Code Section 162(m). Each of the Named Executive Officers participated in the Executive Officer Annual Incentive Plan in 2016. 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 35 T N E M E T A T S Y X O R P 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 both annual corporate financial performance and individual goals. In the context of the structure of the Investors Bancorp Executive Officer Annual Incentive Plan, the use of individual goals represents the clear assignment by the Board and its Compensation and Benefits Committee of direct personal accountability for specific financial, organizational, operational, risk management, and information systems objectives to one or more of our Named Executive Officers. In this context, the individual goals assigned by the Compensation and Benefits Committee are quantifiable, measurable and otherwise verifiable performance objectives, the attainment of which contribute significantly to the growth, profitability, productivity and efficiency of our business operations and corporate health. In many cases, these individual goals include personal accountability on the part of one or more Named Executive Officer (including the Chief Executive Officer) for critical performance with respect to standard banking industry and other public company metrics (e.g., deposit growth, efficiency ratio, loan delinquency, regulator/investor relations, marketing, and other such goals). In our view, the assignment of personal accountability in the form of individual goals has served to strength the effectiveness our executive compensation program, and continues to have a significant positive impact on our managerial performance. The Company believes that this incentive plan structure allows our Named Executive Officers to effectively plan, organize, supervise, monitor and evaluate the key functional areas and departments for which they are responsible, and through which our most important corporate objectives are achieved. In recent years, our Chief Executive Officer’s personal goals have been weighted as 40% of his incentive award opportunity with a weighting of 60% given to corporate objectives. Particularly with respect to our Chief Executive Officer and Chief Operating Officer, the personal goals assigned by the Compensation and Benefits Committee are fundamentally “corporate goals” in that they are aligned closely with our strategic objectives for growth, productivity, profitability and risk management. The Company believes that the Chief Executive Officer’s and the Chief Operating Officer’s direct personal accountability for the achievement of objectively measurable and verifiable goals that are particularly relevant to our industry, our strategy, and our stage of corporate development has contributed in a meaningful way to our success. 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 achievement levels (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. P R O X Y S T A T E M E N T 36 Annual Incentive Opportunity As stated above, the Compensation and Benefits Committee did not increase the base salary of any of our Named Executive Officers during 2015 and similarly, there were no salary increases during 2016. However, the Compensation and Benefits Committee also regularly evaluates the level of annual incentive compensation, including the annual incentive compensation opportunity available to each of our Named Executive Officers based on the Company’s growth and financial performance, as well as peer competitive compensation practices, and overall marketplace conditions. The Company’s objective is to continue to provide annual incentive opportunities that are commensurate with our annual financial and operational results, as well as each Named Executive Officer’s personal contribution to those results. In that context, the Committee determined that an increase in each Named Executive Officer’s annual incentive opportunity was warranted considering the following important factors directly related to the Company’s ongoing transformation into a larger and more successful financial institution:        The Company’s continued consistent and profitable growth in assets; The Company’s extraordinary track record of identifying, negotiating, closing and integrating strategic acquisitions during the period from 2008 to 2014; The Company’s successful 2015 Second Step Conversion and related public offering resulting in new equity capital of $2.2 billion; The consecutive annual increases in net income; The significant enhancement and upgrading of our core operating system; Successful recruitment of integral senior management personnel; and The increase placed greater emphasis on performance as a percentage of total compensation. Therefore, in 2015, the Compensation and Benefits Committee determined to increase the maximum annual incentive compensation opportunity of each of the Named Executive Officers consistent with the increasing size and scope of their management responsibilities, their individual accountability for corporate results, and the actual incentive compensation amounts paid to named executives among our comparator companies. The effect of these increases in maximum incentive opportunity was to increase the percentage of each Named Executive Officer’s total cash compensation that is directly performance-driven. Currently, at Investors Bancorp, each Named Executive Officer is eligible to receive an annual cash incentive award in the range of zero to a maximum percent of base salary that is specified below for each executive. Among our Named Executive Officers (other than the Chief Executive Officer), these maximum cash incentive opportunities range from 100% of base salary to 160% of base salary. The maximum cash incentive opportunity for our Chief Executive Officer is 200% of base salary. Actual 2015 incentive compensation to the CEOs of our seventeen comparator banks ranged from a low of 37% of base salary to a high of 400% of base salary with an average of 143% of base salary. T N E M E T A T S Y X O R P 37 2016 Incentive Opportunity For 2016, 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 Threshold (1) Target (1) Maximum Kevin Cummings Domenick A. Cama Richard S. Spengler Paul Kalamaras Sean Burke 122.0% 97.6% 81.0% 81.0% 67.5% 161.0% 128.8% 100.5% 100.5% 83.75% 200.0% 160.0% 120.0% 120.0% 100.0% (1) Assumed 100% achievement of all individual goals. The Compensation and Benefits Committee weighted each Named Executive Officer's 2016 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 Sean Burke Corporate Financial Targets Individual Goals 60% 60% 50% 50% 50% 40% 40% 50% 50% 50% P R O X Y S T A T E M E N T 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 2016 were based on: (1) net income, weighted at 70%; and (2) enhanced risk management, weighted at 30%. The Compensation and Benefits Committee established the following corporate financial targets for net income: Net Income 70% $173 million $177 million $181 million Metric Weighting Threshold Target Maximum The net income goals at threshold, target and maximum were 12%, 11% and 10% higher than the corresponding net income goals for 2015. In establishing the net income goal, management discussed with the Compensation and Benefits Committee some specific challenges in attaining the 2016 net income projection. The first factor was the change to forecasted interest rates utilized for the business plan in light of the current consensus forecast as a result of several macro-economic factors occurring in the market. The second factor was the continued build out of the risk management and operational infrastructure. Based these factors, the Compensation and Benefits Committee concluded that the net income corporate goal appeared reasonable and challenging. The enhanced risk management was viewed by the Compensation and Benefits Committee as a company- wide performance target metric, as many groups within the Bank worked towards its achievement. In establishing the enhanced risk management goal, management discussed with the Compensation and Benefits Committee the Company’s strong growth in recent years and given the size and future growth expectations 38 management believed that a robust risk management structure and culture was the most important strategy to focus on during 2016. The Compensation and Benefits Committee agreed with this assessment. In comparing the target percentages to the 2015 incentive opportunity, the change in the target is directly tied to the weighting of corporate financial targets. For both 2016 and 2015 Net Income goals were given specific amounts for threshold, target and maximum achievement with weightings being the same in both years. For 2016, the enhanced risk management goal was weighted at 0%, 50%, and 100% at the threshold, target and maximum. For 2015, the corporate financial target related to the completion of the core operating system goal was weighted at 0%, 0%, and 100% at the threshold, target and maximum. The individual goals established by the Compensation and Benefits Committee were therefore aligned with each Named Executive Officer's area of responsibility at Investors Bancorp and related to the successful implementation of our strategic initiatives. For 2016, each Named Executive Officer's individual goals were related to the following:     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. In establishing the individual goals of both Messrs. Cummings and Cama the Compensation and Benefits Committee considered the following for each: o o Deposits are the primary source of funds used for our lending and investment activities. Low cost core deposits are essential to fund our continued growth. One of the Company’s key operating objectives has been, and continues to be, maintaining a high level of loan quality to ensure that Investors Bancorp does not take any undue risk. 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 growth in certain core deposit, loan and non- deposit investment products. Mr. Burke's individual goals were related to the successful execution of the strategic plan and budget approval by the Board of Directors, DFAST process enhancements and submission as well as the implementation of a new ALM model and profitability system. 2016 Incentive Achievement For 2016, the net income utilized for evaluation of the corporate goal achievement was $182.6 million which met the Maximum achievement level. For purposes of evaluating net income, adjustments were made to recorded net income as it included both the early adoption of ASU 2016-09 related to the accounting of stock compensation and compensation expenses related to the accelerated vesting of equity awards upon the death of our director, Brendan Dugan, see reconciliation below: Net Income Compensation and fringe benefits Income taxes Adjusted net income 2016 192,125 878 (10,414) 182,589 $ $ For the enhanced risk management goal, there were four criteria which needed to be met. The Compensation and Benefits Committee determined that based on the information provided, the achievement of the enhanced risk management goal was assessed at 50%. Based upon the foregoing and the assessment of the Named Executive Officer’s individual performance relative to his pre-established individual goals, the 39 T N E M E T A T S Y X O R P Compensation and Benefits Committee approved the following annual cash incentive awards on January 23, 2017: 2016 Annual Cash Incentive Awards Bonus Guidelines Achievement Maximum Bonus (%) Corporate Goals Individual Goals Corporate Goals Individual Goals Percent of Salary Executive Officer Kevin Cummings Domenick A. Cama Richard S. Spengler Paul Kalamaras Sean Burke Eligible Earnings ($) 1,000,000 675,000 430,000 415,000 400,000 200% 160% 120% 120% 100% 60% 60% 50% 50% 50% 40% 40% 50% 50% 50% 85% 85% 85% 85% 85% Cash Incentive ($) 100% 1,820,000 100% 982,800 96.4% 468,012 100% 460,650 100% 370,000 182% 146% 109% 111% 93% P R O X Y S T A T E M E N T Other Elements of Compensation 2015 Equity Incentive Plan At the annual meeting of stockholders held on June 9, 2015, stockholders of the Company approved the Investors Bancorp, Inc. 2015 Equity Incentive Plan (“2015 Equity 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 2015 Equity Plan provides for the issuance or delivery of up to 30,881,296 shares (13,234,841 restricted stock awards and 17,646,455 stock options) of Investors Bancorp common stock. During the year ended 2016 the Company awarded 276,890 restricted stock awards and 201,440 options under the 2015 Equity Plan. None of the 2016 grants were issued to Named Executive Officers. On June 23, 2015, Investors Bancorp granted to executive officers, employees and directors a total of 6,849,832 restricted stock awards and 11,576,612 stock options to purchase Investors Bancorp common stock. Of the 2015 grant, a total of 3,333,333 restricted stock awards and 4,453,331 stock options were awarded to Named Executive Officers. As a result of these grants, the CEO’s total beneficial stock ownership of Investors Bancorp stock was 0.9% of common stock outstanding on that date. The Compensation and Benefits Committee reviewed comparable levels of beneficial stock ownership among the CEOs of the Company’s peer comparator group, which showed an average of 1.4% shares outstanding per CEO. The 2015 grant of stock awards was effective in increasing the CEO’s potential for additional stock ownership and thereby reinforcing his alignment of long- term economic interest with all Company shareholders. 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. This element of compensation increases in importance as Investors Bancorp, Inc. common stock appreciates in value and serves as a retention tool for executives. The inclusion of performance- vesting awards also encourages long-term strategic focus of our executives. Background From 2007 through 2015, Investors Bancorp experienced substantial growth in assets, revenues and profitability based on senior management’s and the Board’s consistent and concerted efforts. With oversight from the Board, the Named Executive Officers successfully executed the Company’s long-term business strategy which resulted in the transformation of Investors Bancorp from a relatively small community-based banking organization into a much larger, nationally-recognized, and financially strong institution. We believe that senior management was particularly successful in achieving the long-term strategic objectives approved by our Board, and in the process, Investors Bancorp has become a substantially larger, stronger and more profitable 40 company. Investors Bancorp’s senior management team successfully completed its Second Step Conversion, raising $2.2 billion of equity that resulted in Investors Bancorp becoming a fully-public company. In light of the Company’s growth and success and its resulting Second Step Conversion and given that no further stock grants were available under the Investors Bancorp 2006 Equity Plan, the Company believed that a new management stock incentive compensation plan was clearly necessary and warranted as an essential element of its overall executive compensation program. The establishment and structure of the 2015 Equity Incentive Plan was in line with prevailing marketplace executive compensation practices, as well as the precedents established by other banking companies both in their initial conversions to public ownership and in their ongoing administration of executive compensation as exchange-listed companies. The Company undertook the following in establishing the 2015 Equity Plan approved by Investors Bancorp shareholders:     Researched comparative financial and compensation data; Reviewed directly-related marketplace precedents concerning similar equity compensation plans implemented by the Company’s regional competitors at the time of their respective public offerings and conversions from mutual holding companies (MHCs) to exchange-listed companies; The Board set an overall limit of 14% of the shares sold in the Company’s Second Step Conversion; and Received relevant data concerning the appropriate percentages and number of shares typically awarded to the Chief Executive Officer and other Named Executive Officers of competing banks at the time of their “second step” public offerings. Emphasis on Retention of Key Management In granting the June 2015 stock awards to the Chief Executive Officer and the other Named Executive Officers, our Compensation and Benefits Committee and Board intended to recognize and reward what had been accomplished by our senior management team, but most importantly, the Compensation and Benefits Committee wished to ensure the retention and stability of those high-performing key executives (who are individually and collectively responsible for Investors Bancorp’s growth and success) going forward. These stock awards were made at an important milestone in the Company’s history, namely, its conversion to a fully public company, and were atypical in nature. The Company does not anticipate that any future awards of stock compensation to the Named Executive Officers will be similar to the 2015 grant in size or in potential compensation value. Longer Vesting Term Since the June 2015 stock awards were primarily focused on the future retention and stability of our key management team, 75% of the awards were made in the form of time-vested restricted stock with seven-year vesting. We believe that our seven-year vesting schedule is an extraordinarily long and stringent requirement as compared to the compensation practices of our peers, and that it will ensure the strong retention of our key executives in the years ahead. Also, the June 2015 stock awards included competitively-based awards of stock options with an option exercise price (“strike price”) of $12.54 per share. We believe that these stock options, whose value are dependent on the performance of Investors Bancorp Inc. stock are a motivational and cost- effective element of our long-term management incentive program, and that they will create a strong mutuality of economic interest with all our shareholders. Greater Emphasis on Performance-Based Equity Awards The Compensation and Benefits Committee also approved strict performance-vesting requirements for 25% of the 2015 stock awards that were not stock options or time-vested restricted stock. The June 2015 41 T N E M E T A T S Y X O R P performance-based stock awards included three key banking industry performance metrics that our Compensation and Benefits Committee and Board believe are accurate indicators of our long-term, multi-year corporate performance. Two of the three performance metrics will measure our financial performance relative to our peer compensation comparators (i.e., the seventeen banking companies listed in the Market Comparison section that our Compensation and Benefits Committee utilizes for its annual marketplace research and benchmarking of executive compensation amounts and practices). Our performance on these indicators will be measured over a three-year performance period ending on December 31, 2017. If all or any portion of these performance-based stock awards are thereby earned by participating executives, the vesting and payout of any earned shares will be 1/3 at the end of the three-year performance period, 1/3 one year thereafter, and 1/3 two years thereafter (resulting in a total performance and vesting period of five years). The Company believes that the five-year period for performance-vested stock awards is longer and stricter than what is found in similar stock compensation programs among our competitors. The selected performance metrics for the 2015 performance-based stock awards are described in detail below. The performance-based restricted stock that is deemed to have been earned at the conclusion of a three- year performance (i.e., the specific number of shares earned based on Investors’ three-year performance, and thereafter subject to further time-vesting and subsequent distribution to the participating executives) is based on the satisfaction of the following performance metrics: (1) Net Charge-Offs as a Percentage of Average Loans and Leases vs. Peers; (2) Return on Average Tangible Core Equity vs. Pre-Established Board-Approved Strategic Plan; and (3) Total Shareholder Return vs. Peers. The peer group is established by the Compensation and Benefits Committee with input from our independent compensation consultant and is currently comprised of companies with asset sizes ranging from approximately $14.6 billion to $48.6 billion.  Net Charge-Offs as a Percentage of Average Loans and Leases vs. Peers. Up to 40% of the Performance-Based Restricted Stock can be earned based on the following: If Investors Bancorp’s 3-year average peer percentile is equal to or less than 50th percentile 40% of Shares vest If Investors Bancorp’s 3-year average peer percentile is 51st percentile to 65th percentile 20% of Shares vest If Investors Bancorp’s 3-year average peer percentile is 66th percentile or higher 0% of Shares vest  Return on Average Tangible Core Equity vs. Board-Approved Strategic Plan. 30% of the Performance-Based Restricted Stock can be earned based on the following: If Investors Bancorp’s 3 year average Return on Average Tangible Core Equity is equal to or greater than that projected in the 2014 Strategic Plan 30% of Shares vest If Investors Bancorp’s 3 year average Return on Average Tangible Core Equity is less than that projected in the 2014 Strategic Plan 0% of Shares vest  Total Shareholder Return vs. Peers. 30% of the Performance-Based Restricted Stock can be earned based on the following: If Investors Bancorp’s 3 year TSR is equal to or greater than the 50th percentile 30% of Shares vest If Investors Bancorp’s 3 year TSR is less than the 50th percentile 0% of Shares vest Following the completion of the three-year performance period, the Performance-Based Restricted Stock that has been earned based on the satisfaction of the foregoing performance metrics will be subject to further service requirements (i.e., time-vesting) such that 1/3 of such earned shares will be vested on February 15, 2018, 1/3 on February 15, 2019 and 1/3 on February 15, 2020. No dividends will be paid with respect to any stock award subject to performance-vesting conditions unless and until the performance conditions are met and vesting occurs, and only on that portion of the stock award that actually vests. 42 P R O X Y S T A T E M E N T Future Grants under the 2015 Equity Incentive Plan The Compensation and Benefits Committee carefully and diligently reviews all elements of compensation for the Named Executive Officers on an annual basis. As the June 2015 awards were atypical in nature, future stock awards granted to the Named Executive Officers will not be similar in size or potential value. The future use of stock incentive compensation as an element of executive compensation will depend on the below factors:     Named Executive Officers’ individual and company performance; the condition of management leadership and succession, as well as other organizational needs of the Company; pertinent comparative compensation data provided by our compensation advisors; and prevailing marketplace compensation practices, good corporate governance principles, and competitive business requirements at various points in the future. The Compensation and Benefits Committee is aware of the use of performance-based restricted stock awards made by its selected peer comparator companies in recent years and expects that future awards of stock incentive compensation to the Named Executive Officers will be weighted more towards performance. In addition, the Compensation and Benefits Committee has determined that no additional awards of any form of stock compensation will be made to the CEO and the COO until the completion of the current three-year performance period, which ends on December 31, 2017. The Compensation and Benefits Committee may consider additional awards in the future to ensure a sound and competitive executive compensation program. 2006 Equity Incentive Plan At the October 24, 2006 annual meeting of stockholders, the stockholders approved the Investors Bancorp, Inc. 2006 Equity Incentive Plan (“2006 Equity Incentive Plan”). Under this plan, individuals received 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. Upon completion of the Second Step Conversion and related stock offering on May 7, 2014, vesting accelerated for all stock options and stock awards outstanding and all applicable expenses were recognized at that time. No further grants will be made under the 2006 Equity Incentive Plan or under any equity incentive plan previously maintained by any entity that we acquired. Benefits Investors Bank 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, and 401(k) Plan offered to all full-time employees of Investors Bank and designated subsidiaries, and the Bank’s non-qualified Supplemental ESOP and Retirement Plan (“SERP I”). The Named Executive Officers have accrued benefits under the Defined Benefit Plan and SERP II that were each frozen as of December 31, 2016. 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. T N E M E T A T S Y X O R P 43 ESOP Under 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. In 2005, the ESOP utilized proceeds from a loan made to it by Investors Bancorp to purchase 10,847,883 shares of common stock for the ESOP in connection with Investors Bancorp’s initial public offering in 2005. In connection with the completion of the Second-Step Conversion and related stock offering on May 7, 2014, the ESOP purchased an additional 6,617,421 shares of common stock. The Company refinanced the outstanding principal and interest balance of $33.9 million and borrowed an additional $66.2 million to purchase the additional shares. The purchased shares serve as collateral for the loan. The loan is being repaid principally through annual contributions to the ESOP by Investors Bank and dividends paid on the unallocated ESOP shares over the 30 year loan. 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 Investors Bancorp 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 may begin participation in the 401(k) Plan on the first day of the plan year or 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 2016, the salary deferral contribution limit is $18,000. However, a participant over age 50 may contribute an additional $6,000 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 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. In connection with the Second-Step Conversion and related stock offering, each participant was eligible to make a one-time purchase of Investors Bancorp common stock through the 401(k) Plan, provided that the purchase did not exceed 50% of the participant’s account balance. Investors Bancorp common stock is not currently an investment option available under the 401(k) Plan. Defined Benefit Pension Plan As of December 31, 2016 the annual benefit provided under the Defined Benefit Plan was amended to freeze the plan. Freezing the plan eliminates all future benefit accruals and each participant’s frozen accrued benefit was determined as of December 31, 2016 and no further benefits will accrue beyond such date. 44 P R O X Y S T A T E M E N T 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 the first of the month following their one year anniversary; 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. Effective with the freezing of the plan on December 31, 2016, employees hired after November 30, 2015 would be ineligible for participation in the plan as they would not meet the service eligibility requirement. 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. SERP I SERP I is intended to compensate certain executives participating in the Defined Benefit Plan and 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, 2016, Messrs. Cummings, Cama, Spengler, Kalamaras and Burke were participants in the SERP I. SERP I 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”). SERP I 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 appreciation on the phantom shares deemed allocated to each participant’s account will be converted into phantom shares and credited to each participant’s account. 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 not be 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 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 45 T N E M E T A T S Y X O R P 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). SERP II SERP II was frozen effective as of the close of business on December 31, 2016. SERP II was originally 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 participant’s credited service period) 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 SERP I (which is referred to above as the Supplemental Retirement Plan Benefit). The SERP II was amended to freeze future benefit accruals, and for certain participants, structure the benefits payable attributable solely to the participants’ 2016 year of service to vest over a two-year period such that the participants would have a right to 50% of their accrued benefits attributable to their 2016 year of service as of December 31, 2016, which will become 100% vested provided the participants remained continuously employed through and including December 31, 2017. As a result, each participant would be entitled to receive his vested frozen accrued benefit as of December 31, 2016, upon his qualifying termination event (the “Frozen Accrued Benefit”). In the event that the participant’s Termination Event (as defined below) occurs prior to attaining age 65, the Frozen Accrued Benefit would be subject to further reduction by multiplying the Frozen Accrued Benefit by a percentage equal to: (i) 2% multiplied by (ii) the numerical difference between 65 and the participant’s age on the date of his termination, provided, however, that if: (i) the participant has completed 25 years of employment with Investors Bank as of his date of termination; or (ii) the participant’s termination is due to death or disability, the participant’s Frozen Accrued Benefit would not be reduced pursuant to the foregoing. Payment of the Frozen Accrued Benefit (as quantified above) would commence upon the earlier of the participant’s: (i) separation from service; (ii) disability; or (iii) death (the “Termination Event”), which would be paid generally in the form of a life annuity with 120 monthly payments guaranteed, unless the participant elected an alternative form of distribution. At December 31, 2016, Messrs. Cummings, Cama, Kalamaras and Spengler were participants in the SERP II. 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, 2016, 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. For Mr. Burke available perquisites included an annual medical examination and long term care insurance. 46 P R O X Y S T A T E M E N T Elements of Post-Termination Benefits Employment Agreements Investors Bancorp entered into employment agreements with each of Messrs. Cummings, Cama, Spengler, Kalamaras and Burke. The employment agreements for Messrs. Cummings, Cama and Spengler were originally entered into on October 11, 2005, the employment agreement for Mr. Kalamaras was originally entered into on August 18, 2008 and the employment agreement for Mr. Burke was entered into on January 26, 2015. Each of these agreements has an initial term of three years. Unless notice of non-renewal is provided, the agreements renew annually. Each executive is entitled to base salary and is eligible to participate in employee benefit plans and arrangements, including incentive compensation and nonqualified compensation plans, generally made available by Investors Bancorp or Investors Bank to its senior executives and key management employees. 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 (for Mr. Burke in the event of involuntary termination for any reason other than cause or voluntary termination for good reason); or (v) a material breach of the employment agreement by Investors Bancorp or Investors Bank; then 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 any defined benefit pension plan maintained by Investors Bank or Investors Bancorp if he had continued working for Investors Bancorp and Investors Bank 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 or if terminated for just cause. 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 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 47 T N E M E T A T S Y X O R P to the executive attributable to such tax. The employment agreements for Messrs. Spengler, Kalamaras and Burke, as amended, provide that the gross benefits under the employment agreements would be reduced to avoid penalties under Section 280G of the Internal Revenue Code if doing so results in a greater after-tax benefit to the executive. 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 a period of 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. 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 A number of shares having a market value equal to 5x annual base salary Other Named Executive Officers 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 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. Prohibition on Pledging Securities Company policy prohibits directors and executive officers from holding Company securities in a margin account or pledging Company securities as collateral for any other loan. An exception to this prohibition may be 48 P R O X Y S T A T E M E N T granted, in the sole discretion of the Board and in limited circumstances, after giving consideration to, among other factors, the number of shares proposed to be pledged as a percentage of the director’s or executive officer’s total shares held. No shares are currently pledged by a director or executive officer. 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 “qualified performance-based” as defined under Section 162(m) of the Internal Revenue Code is exempt from this limit. Stock option grants are intended to qualify as performance-based compensation. A number of requirements must be met for particular compensation to qualify for tax deductibility, so there can be no assurance that the incentive compensation awarded will be fully deductible in all circumstances. While 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 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 decisions, the Compensation and Benefits Committee considers a variety of factors, including Investors 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 for 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. Compensation Risk Management The Compensation and Benefits Committee believes that any risks arising from Investors Bancorp’s compensation policies and practices for all of its employees, including the Named Executive Officers, are not reasonably likely to have a material adverse effect on Investors Bancorp or Investors Bank. In addition, the Compensation and Benefits Committee believes that the mix and design of the elements of the compensation program will encourage senior management to act in a manner that is focused on long-term valuation of Investors Bancorp and Investors Bank. The Compensation and Benefits Committee regularly reviews Investors Bancorp’s compensation program to ensure that controls are in place so that employees are not presented with opportunities to take unnecessary and excessive risks that could threaten the value of Investors Bancorp or Investors Bank. With respect to the Executive Officer Annual Incentive Plan, the Compensation and Benefits Committee reviews and approves the company-wide performance objectives that determine the bonus payments to be made thereunder. The performance objectives are selected in consultation with an outside independent consultant, and are customary performance metrics for financial institutions in Investors Bancorp’s peer group. Furthermore, all bonus payments are subject to clawback in accordance with our clawback policy, which ensures that performance 49 T N E M E T A T S Y X O R P awards are linked to the actual performance of Investors Bancorp and Investors Bank and promotes the long- term value creation of Investors Bancorp and Investors Bank. Moreover, we instituted our equity retention policy to more closely align the interests of management and the Board with those of our stockholders. Finally, by implementing the ESOP, the 2006 Equity Plan, the 2015 Equity Plan and by having an executive stock ownership requirement and an equity retention policy, our executive management team and employees have a significant ownership interest in Investors Bancorp, which will align their interests with those of the stockholders, and in turn will contribute to long-term stockholder value and decrease the likelihood that they would take excessive risks that could threaten the value of their Investors Bancorp common stock. Compensation and Benefits Committee Report Pursuant to rules and regulations of the SEC, 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 SEC subject to Regulation 14A or 14C of the SEC 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 Investors Bancorp 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 diligently with the assistance 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 competiveness, 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 Investors Bancorp attractive to this important talent pool. The Committee believes that our Executive Officer Annual Incentive Plan is competitive and has had a positive effect on employee performance and has properly stimulated and motivated our employees to contribute to the overall success of Investors Bancorp. 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. Careful selection of goals in a way that aligns the employees’ performance with advancing the overall strategic objectives of Investors Bancorp 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 stockholders. Recent grants have been made with not less than a five- or seven-year vesting requirement, which is much longer than the vesting requirements of our peers and also included performance requirements for the restricted stock awards. Investors Bank also sponsors the ESOP, through which all eligible employees are eligible to receive Investors Bancorp common stock. By ensuring that all employees are shareholders, the Committee believes that the entire workforce has a personal financial stake in the success of Investors Bancorp. 50 P R O X Y S T A T E M E N T Investors Bancorp has 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 Investors Bancorp. Compensation and Benefits Committee of Investors Bancorp, Inc. Dennis M. Bone, Chair Robert C. Albanese, Member Doreen R. Byrnes, Member William V. Cosgrove, Member Brian D. Dittenhafer, Member James H. Ward, III, Member Executive Compensation The following table sets forth for the calendar years ended December 31, 2016, 2015 and 2014 certain information as to the total remuneration earned to Named Executive Officers with respect to the applicable year. Summary Compensation Table Stock Awards ($) (1) Option Awards ($) (1) Domenick A. Cama, Name and Principal Position Kevin Cummings, President and Chief Executive Officer Year Salary ($) Bonus ($) — — — 2016 1,000,000 — 12,540,000 4,159,999 2015 1,000,000 — — — 2014 1,000,000 — 675,000 — — 2016 — 10,032,000 3,327,998 675,000 Senior Executive Vice President 2015 — 675,000 2014 — — and Chief Operating Officer — — — 430,000 2016 — 6,687,996 2,225,599 430,000 2015 — — — 430,000 2014 — 415,000 2016 — — — 6,687,996 2,225,599 415,000 2015 — — — 415,000 2014 — 400,000 2016 — — 2015(5) — 5,852,004 1,955,198 376,923 Executive Vice President and Chief Retail Banking Officer Executive Vice President and Chief Lending Officer Richard S. Spengler, Paul Kalamaras, Sean Burke, Senior Vice President and Chief Financial Officer Change in Pension Value and Nonqualified Deferred Compensation Earnings ($) (3) 1,982,000 2,411,000 5,058,000 1,091,000 1,200,000 2,799,000 410,000 295,000 1,049,000 663,000 541,000 935,000 20,000 — Non-Equity Incentive Plan Compensation ($) (2) 1,820,000 2,076,923 1,500,000 982,800 1,121,539 810,000 468,012 535,846 381,195 460,650 516,223 371,633 370,000 376,923 All Other Compensation ($) (4) Total ($) 265,911 5,067,911 230,035 22,417,957 278,700 7,836,700 180,396 2,929,196 161,720 16,518,257 180,794 4,464,794 99,287 1,407,299 94,231 10,268,672 105,118 1,965,313 94,333 1,632,983 84,559 10,470,377 91,726 1,813,359 44,441 834,441 38,159 8,599,207 (1) (2) (3) The amounts in this column reflect the aggregate grant date fair value computed in accordance with FASB ASC 718, of restricted stock and stock option awards granted pursuant to the 2015 Equity Incentive Plan. The grant date fair value for each option award and stock award was $3.12 and $12.54, respectively. Assumptions used in the calculation of these amounts are included in Note 10 to Investors Bancorp’s audited financial statements for the calendar year ended December 31, 2016 included in Investors Bancorp’s Annual Report on Form 10-K. The amounts were earned pursuant to the Executive Officer Annual Incentive Plan. 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. Effective December 31, 2016 the SERP II was frozen. For Mr. Cummings, Cama and Spengler, the benefit attributable to their 2016 year of service vests over two years. Earnings under the SERP I attributable to the Supplemental ESOP Benefit are not included in this column because the earnings were not “above-market,” as defined by the SEC. For 2014, the change in pension value was substantially higher than 2015 and 2016 primarily as a result of the decrease in the discount rate assumption due to market conditions, as well as the Society of Actuaries’ 2014 issuance of new mortality tables projecting longer life expectancies. In particular, 53% of Mr. Cummings change in pension value in 2014 was due solely to changes in these assumptions. 51 T N E M E T A T S Y X O R P (4) (5) The amounts in this column represent all other compensation not 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, 2016. Mr. Burke was appointed Senior Vice President and Chief Financial Officer on January 26, 2015. Mr. Burke's full year annualized base salary was $400,000. Amounts included in the “Stock Awards” and “Option Awards” columns of the Summary Compensation Table represent the grant date fair value of the awards issued to the Named Executive Officers under the 2015 Equity Plan, as determined in accordance with applicable accounting standards. The 2015 Equity Plan was adopted following, and in connection with, the completion of the Company’s Second Step Conversion to stock form. Notwithstanding that (1) stock options and time-based restricted stock awards vest ratably over a seven- year period and the performance-based restricted stock awards are subject to a three-year performance period ending on December 31, 2017; and (2) the annual financial statement expense that we are required to recognize for these grants will be expensed ratably over the vesting period and will be significantly less than the amounts included in the “Stock Awards” and “Option Awards” columns for the year ended December 31, 2015, SEC rules require that we report the full grant date fair value of restricted stock and stock option awards in the year in which the grants are made even though the value cannot be received by the officers in that year. In addition, with respect to the performance-based restricted stock awards, the actual value, if any, realized by the Named Executive Officers will depend on the satisfaction of the performance metrics related to the awards. Moreover, with respect to the stock options, the actual value, if any, realized by any Named Executive Officers will depend on the extent to which the market value of the Investors Bancorp common stock exceeds the exercise price of the stock option on the date of exercise. Accordingly, there is no assurance that the values realized by the Named Executive Officer will be at or near the amounts in the “Stock Awards” and “Option Awards” columns. All Other Compensation Name Kevin Cummings Domenick A. Cama Richard S. Spengler Paul Kalamaras Sean Burke Calendar or Fiscal Year 2016 2016 2016 2016 2016 Perquisites and Other Personal Benefits ($)(1) Company Contribution for Medical and Insurance Benefits ($) Company Contributions to ESOP and 401(k) Plan and SERP I ($) 30,335 24,959 8,767 20,989 — 26,618 29,235 18,560 3,360 26,018 208,958 126,202 71,960 69,984 18,423 Total ($) 265,911 180,396 99,287 94,333 44,441 (1) A detailed description of the perquisites included in this column is set forth in the table below. Perquisites Name Kevin Cummings Domenick A. Cama Richard S. Spengler Paul Kalamaras Sean Burke Calendar or Fiscal Year 2016 2016 2016 2016 2016 Automobile Allowance ($) Long Term Care ($) Club Dues ($) Executive Health Exam ($) 11,887 6,864 4,130 7,230 — 8,107 11,383 2,176 12,262 — 4,646 3,642 2,461 1,497 — 5,695 3,070 — — — Total Perquisites and Other Personal Benefits ($) 30,335 24,959 8,767 20,989 — P R O X Y S T A T E M E N T 52 Grants of Plan-Based Awards for 2016 The following table sets forth certain information as to grants during calendar 2016 of plan-based awards to the Named Executive Officers under the Executive Officer Annual Incentive Plan. Estimated Payouts Under Non- Equity Incentive Plan Awards (1) Target ($) Threshold ($) Maximum ($) Grant Date All Other Stock Awards Number of Shares of Units(#) All Other Option Awards Number of Securities Underlying Options (#) Exercise or Base Price of Option Awards ($/Sh) 2/22/2016 1,220,000 1,610,000 2,000,000 2/22/2016 658,800 869,400 1,080,000 2/22/2016 348,300 432,150 516,000 2/22/2016 336,150 417,075 498,000 2/22/2016 270,000 335,000 400,000 — — — — — — $ — $ — $ — $ — $ Grant Date Fair Value of Stock and Option Awards ($) — — — — — — $ — $ — $ — $ — $ Name Kevin Cummings Domenick A. Cama Richard S. Spengler Paul Kalamaras Sean Burke (1) Amounts shown assume achievement of 100% of individual goals and objectives. The range of estimated possible payouts reflects payouts under the Executive Officer Annual Incentive Plan. 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 2016, please see “Compensation Discussion and Analysis” above. Outstanding Equity Awards at December 31, 2016 The following table sets forth information with respect to outstanding equity awards as of December 31, 2016 for the Named Executive Officers. Option Awards Stock Awards Number of Securities Underlying Unexercised Options (#) Exercisable Number of Securities Underlying Unexercised Options (#) (1) Unexercisable Number of Shares or Units of Stock That Have Not Vested (#) (1) 6/23/15 190,476 1,142,857 12.54 6/23/25 642,857 914,286 12.54 6/23/25 514,286 611,429 12.54 6/23/25 342,857 611,429 12.54 6/23/25 342,857 537,143 12.54 6/23/25 300,000 Name Kevin Cummings Domenick A. Cama 6/23/15 152,380 Richard S. Spengler 6/23/15 101,904 6/23/15 101,904 Paul Kalamaras 89,523 6/23/15 Sean Burke Option Expiration Date (2) Option Exercise Price ($) Grant Date Market Value of Shares or Units of Stock That Have Not Vested ($) (3) 8,967,855 7,174,290 4,782,855 4,782,855 4,185,000 Equity Incentive Plan Awards: Number of Unearned Shares, Units, or Other Rights That Have Not Vested (#) (4) Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) (3) 250,000 3,487,500 200,000 2,790,000 133,333 1,859,995 133,333 1,859,995 116,667 1,627,505 (1) (2) (3) (4) Stock option and restricted stock awards generally vest over a seven-year period commencing on the first anniversary of the date granted. Stock options generally expire if unexercised 10 years after the grant date. Amounts shown are based on the fair market value of Investors Bancorp common stock on December 31, 2016 of $13.95. Amounts shown represent the number of stock awards that may vest if performance goals are achieved over a three-year period 2015-2017 at Target level. 53 T N E M E T A T S Y X O R P Option Exercises and Stock Vested at December 31, 2016 The following table provides information concerning stock option exercises and the vesting of stock awards for each Named Executive Officer during 2016. Name Kevin Cummings(1) Domenick A. Cama(1) Richard S. Spengler(1) Paul Kalamaras Sean Burke Option Awards Stock Awards Number of Shares Acquired on Exercise (#) Value Realized on Exercise ($) Number of Shares Acquired on Vesting (#) Value Realized on Vesting ($) 1,147,500 1,020,000 110,000 182,000 — 6,524,636 5,755,533 645,770 1,196,230 — 107,143 85,714 57,143 57,143 50,000 1,271,787 1,017,425 678,287 678,287 593,500 (1) Option awards exercised for the period ending December 31, 2016 had an expiration date of November 2016. Pension Benefits at or for the year ended December 31, 2016 The table below shows the present value of accumulated benefits payable to each of the Named Executive Officers, including the number of years of service credited to each such Named Executive Officer, under our pension plans determined using interest rate and mortality rate assumptions consistent with those used in Investors Bancorp’s financial statements. The Defined Benefit Plan and SERP II were frozen effective as of the close of business on December 31, 2016. For a narrative description of each applicable plan, please see “Compensation Discussion and Analysis” above. Name Kevin Cummings Domenick A. Cama Richard S. Spengler Paul Kalamaras Sean Burke Plan Name Defined Benefit Plan SERP I and SERP II Defined Benefit Plan SERP I and SERP II Defined Benefit Plan SERP I and SERP II Defined Benefit Plan SERP I and SERP II Defined Benefit Plan SERP I and SERP II Number of Years Credited Service($) (1) Present Value of Accumulated Benefit ($) (2) Payment During Last Year ($) 12.5 12.5 26.0 26.0 30.0 30.0 7.3 7.3 0.9 — 604,000 15,743,000 1,088,000 8,115,000 868,000 2,425,000 258,000 2,813,000 20,000 — — — — — — — — — — — (1) (2) The number of years of credited service represents all years of service, including years following the change in benefit formula for the Defined Benefit 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. The figures shown are determined as of the plan’s measurement date of December 31, 2016 for purposes of Investors Bancorp’s audited financial statements. For discount rate and other assumptions used for this purpose, please refer to Note 10 to the audited financial statements included in the Annual Report on Form 10-K for the year ended December 31, 2016. P R O X Y S T A T E M E N T 54 Nonqualified Deferred Compensation at or for the year ended December 31, 2016 The following table sets forth information with respect to the Supplemental ESOP portion of SERP I at and for the year ended December 31, 2016 for the Named Executive Officers. For a narrative description of SERP I, please see “Compensation Discussion and Analysis” above. Name Kevin Cummings Domenick A. Cama Richard S. Spengler Paul Kalamaras Sean Burke Plan Name SERP I SERP I SERP I SERP I SERP I Executive Contributions in Last Year ($) — — — — — Registrant Contributions in Last Year ($)(1) 181,113 98,356 44,113 42,138 — Aggregate Earnings in Last Year ($)(2) 194,045 95,909 34,102 23,063 — Aggregate Withdrawals/ Distributions ($) — — — — — Aggregate Balance at Last Year-End ($)(3) 1,973,782 984,399 359,160 255,204 — (1) (2) (3) The value of the non-qualified Supplemental ESOP contribution made pursuant to SERP I in calendar 2016 is based on the fair market value of Investors Bancorp common stock on December 31, 2016 of $13.95. These contributions are included in the Summary Compensation Table. The aggregate earnings for the Supplemental ESOP and Retirement Plan reflect the change in value of phantom shares issued prior to calendar 2016, based on the fair market value of Investors Bancorp common stock on December 31, 2016 of $13.95. This amount is not included in the Summary Compensation Table because the rate of earnings was not “above-market,” as defined by the SEC. The aggregate balances reported for the Supplemental ESOP Plan are based on the market value of Investors Bancorp common stock on December 31, 2016 of $13.95. For Messrs. Cummings, Cama, Spengler and Kalamaras, $976,054, $486,709, $179,037 and $133,875, 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, 2016, Investors Bancorp has entered into employment agreements with Messrs. Cummings, Cama, Spengler, Kalamaras and Burke. 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 and benefits 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) retirement; (ii) early retirement; (iii) involuntary termination (other than for cause); (iv) termination following a change of control; and (v) in the event of disability is shown below. The amounts shown assume that such termination was effective as of December 31, 2016, 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. The amounts shown relating to unvested stock options and restricted stock awards are based on the fair market value of Investors Bancorp common stock on December 31, 2016 of $13.95 per share. Messrs. Cummings and Cama are entitled to tax indemnification payments for any excess parachute payments under Section 280G of the Internal Revenue Code. With respect to the change in control benefits payable to Messrs. Spengler, Kalamaras and Burke, the amounts shown in the table below do not take into account any reductions that may be required in order to comply with the Internal Revenue Code Section 280G cut back or net best benefit provision in each of their employment agreements. 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 SERP I and SERP II that are vested as of December 31, 2016 because the present value of the accumulated vested benefits under each of those plans as of December 31, 2016 is set forth in the tables above. T N E M E T A T S Y X O R P 55 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) Mr. Cummings Mr. Cama Mr. Mr. Spengler Kalamaras Mr. Burke — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — 663,542 2,383,542 1,488,542 1,033,542 1,611,428 1,289,143 757,372 862,115 12,455,355 9,964,290 6,642,851 6,642,851 5,812,505 17,830 988,542 862,115 13,063 21,884 20,173 6,941 400,000 1,000,000 675,000 1,611,428 1,289,143 757,372 12,455,355 9,964,290 6,642,851 6,642,851 5,812,505 34,185 430,000 862,115 415,000 862,115 22,474 34,185 27,487 144 — — — — — — 8,460,000 4,973,400 2,694,036 2,626,950 2,310,000 110,402 — 83,598 147,100 131,302 746,514 121,039 365,081 46,865 — — — — — 862,115 1,611,428 1,289,143 757,372 12,455,355 9,964,290 6,642,851 6,642,851 5,812,505 8,460,000 4,973,400 2,694,036 2,626,950 2,310,000 110,402 — — 121,039 365,081 9,115,629 6,572,096 83,598 147,100 — 46,865 — — 131,302 746,514 862,115 P R O X Y S T A T E M E N T (1) (2) (3) (4) (5) (6) (7) As of December 31, 2016, none of the Named Executive Officers were eligible for early retirement or retirement. 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. 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. 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 and (ii) the present value of the benefits to which he is actually entitled. This amount is payable according to normal payroll practices for one year following the Named Executive Officer's date of death. This amount is paid in a lump sum following the Named Executive Officer's date of termination. 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. 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 $2,500 for each committee meeting attended. 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 56 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. Stock Option and Stock Award Program At the annual meeting of stockholders held on June 9, 2015, stockholders of the Company approved the Investors Bancorp, Inc. 2015 Equity Plan, as described above in “Compensation Discussion and Analysis.” Directors are eligible to participate in the 2015 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 engaged GK Partners, an independent compensation consultant to assess the Committee’s recommendations for granting stock options and restricted stock awards to non- employee directors. In determining the amount of restricted stock awards and stock options non-employee directors would receive, the Compensation and Benefits Committee considered the Board’s role in setting the strategic direction for the Company, most notably, their role in completing the mutual to stock public offering in 2014. The Committee also considered the directors’ past contributions, their industry knowledge, their financial expertise and the role they would play in the Company’s future. The Committee also reviewed survey data regarding awards made to directors of other companies that had undertaken a mutual to stock public offering. GK Partners concluded that the Committee’s recommendations for the awards were fair and reasonable and intended to align the economic interest of the directors with that of other shareholders consistent with prevailing director compensation practices in the competitive marketplace for similarly situated public companies. For the year ended 2016 there were no grants awarded to the directors. 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. T N E M E T A T S Y X O R P 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: (i) was 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); and (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 and Dittenhafer are the only directors currently participating in the plan. 57 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 preceding 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% 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. At December 31, 2016 there were no participants in the Investors Bank Deferred Directors Fee Plan. 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. At December 31, 2016 there were no participants in the Investors Bancorp Inc. Deferred Directors Fee Plan. 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 lives 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 $100,000 on the director’s death, and Investors Bank, which is entitled to the remainder of the death benefit. The director has the right to designate the beneficiary who will receive his or her share of the proceeds payable upon death. P R O X Y S T A T E M E N T 58 Summary of Directors’ Compensation The following table sets forth for the year ended December 31, 2016 certain information as to total compensation paid to non-employee directors. Directors’ Compensation Table Change in Pension Value and Nonqualified Deferred Compensation Earnings ($) Investors Bancorp Fees Earned or Paid in Cash ($) Option Awards ($) (2) Investors Bank Stock Fees Earned or Awards Paid in Cash ($) (1) ($) 73,200 — — 73,200 — — 73,200 — — 134,200 — — 73,200 — — 73,200 — — 67,100 — — 73,200 — — 73,200 — — 73,200 — — 74,000 66,500 81,500 44,000 71,500 71,500 57,000 31,500 54,000 81,500 All Other Compensation ($) (3) Total ($) — — — — — — — — — — 413 147,613 312 140,012 11,234 165,934 14,306 192,506 26,674 171,374 15,200 159,900 — 124,100 — 104,700 281 127,481 — 154,700 Name Robert C. Albanese Dennis M. Bone Doreen R. Byrnes Robert M. Cashill William V. Cosgrove Brian D. Dittenhafer Brendan J. Dugan(4) James J. Garibaldi Michele N. Siekerka James H. Ward III (1) (2) (3) (4) Messrs. Albanese, Bone, Cashill, Cosgrove, Dittenhafer, Garibaldi and Ward and Mses. Byrnes and Siekerka had unvested stock awards of 80,000, 80,000, 100,000, 80,000, 100,000, 80,000, 80,000, 80,000 and 80,000, respectively, at December 31, 2016. All unvested stock awards were granted June 23, 2015 under the 2015 Equity Incentive Plan. Messrs. Albanese, Bone, Cashill, Cosgrove, Dittenhafer, Garibaldi and Ward and Mses. Byrnes and Siekerka each had unexercised stock option awards of 250,000, respectively, at December 31, 2016 which were granted June 23, 2015 under the 2015 Equity Incentive Plan. Mr. Cosgrove had unexercised stock option awards of 100,000 at December 31, 2016 which were received as an employee of Investors Bank under the 2006 Equity Incentive Plan. Mr. Albanese and Ms. Siekerka had unexercised stock option awards of 35,302 and 70,606 options, respectively, at December 31, 2016, which were granted under the Roma Financial Corporation 2008 Equity Incentive Plan. 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 and Dittenhafer and Ms. Byrnes and their spouses. In addition, the amount includes automobile allowance and club dues for Mr. Cosgrove. For Messrs. Albanese and Bone and Ms. Siekerka includes imputed income with respect to their split dollar life insurance agreements. Director Brendan J. Dugan passed away on December 18, 2016. Upon his death, all outstanding stock options and awards vested. Other Matters Director Stock Ownership Requirements The Board believes its directors should have a financial investment in Investors Bancorp 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. T N E M E T A T S Y X O R P 59 Securities Authorized for Issuance Under Equity Compensation Plans Set forth below is information as of December 31, 2016 regarding equity compensation plans categorized by those plans that have been approved by stockholders and those plans that have not been approved by stockholders. Equity compensation plans approved by stockholders Equity compensation plans not approved by stockholders Total Number of Securities to be Issued Upon Exercise of Outstanding Options and Rights(1) Weighted Average Exercise Price(2) Number of Securities Remaining Available For Issuance Under Plan 13,998,666 $ 11.74 11,976,522 (3) — $ 13,998,666 $ — — 11.74 11,976,522 (1) (2) (3) Includes outstanding stock options to purchase 1,107,249 shares of common stock granted under the 2006 Equity Incentive Plan, outstanding stock options to purchase 574,678 shares of common stock granted under the Roma Financial Corporation 2008 Equity Incentive Plan and 833,333 performance-based stock awards granted under the 2015 Equity Incentive Plan. With respect to the stock options, the weighted average exercise price reflects an exercise price of $5.27 for 640,191 stock options granted in 2008; an exercise price of $3.91 for 25,500 stock options granted in 2009; an exercise price of $4.97 for 12,750 stock options granted in 2010; an exercise price of $5.78 for 12,750 stock options granted in 2011; an exercise price of $7.00 for 8,925 stock options granted in 2012; an exercise price of $6.77 for 871,753 stock options granted in 2013; an exercise price of $10.25 for 110,058 stock options granted in 2014; an exercise price of $12.54 for 11,311,966 stock options granted in 2015; an exercise price of $11.60 for 171,440 stock options granted in 2016 under the Company’s stock-based compensation plans. Represents the number of available shares that may be granted as stock options and other stock awards under the Company’s stock- based compensation plans. P R O X Y S T A T E M E N T 60 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”). This proposal, commonly known as a “Say-on-Pay” proposal, gives you as a stockholder the opportunity to vote on our executive pay program. In accordance with Section 14A of the Exchange Act, the Board of Directors is requesting stockholder to cast a non-binding advisory vote on the following resolution: “RESOLVED, that the stockholders of Investors Bancorp, Inc. approve the compensation paid to the Named Executive Officers, as disclosed in this Proxy Statement pursuant to the compensation disclosure rules of the SEC, including the Compensation Discussion and Analysis, the compensation tables and narrative accompanying the tables.” 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 Bancorp’s Named Executive Officers. T N E M E T A T S Y X O R P 61 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, 2016 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, 2017, 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 $1,180,000 and $1,260,000 during the years ended December 31, 2016 and 2015, 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 $130,875 and $104,500 during the years ended December 31, 2016 and 2015, respectively. These services included audits of employee benefit plans, acquisition and transaction related procedures for a subsidiary of the Company. Tax Fees. The aggregate fees billed to Investors Bancorp for professional services rendered by KPMG LLP for tax compliance, tax advice and tax planning were $159,970 and $118,200 during the years ended December 31, 2016 and 2015, respectively. All Other Fees. The aggregate fees billed to Investors Bancorp for compliance reviews was $127,000 during the year ended December 31, 2016. There were no “Other Fees” during the years ended December 31, 2015. 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. 62 P R O X Y S T A T E M E N T 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 under SEC Rule 14(a)-8, 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 14, 2017. 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, 2017, notice must be provided to the Corporate Secretary by January 12, 2018. 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:       Audit Committee Charter Compensation and Benefits Committee Charter Nominating and Corporate Governance Charter Investors Bancorp’s Corporate Governance Guidelines Investors Bancorp’s Code of Business Conduct and Ethics 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. An additional copy of Investors Bancorp’s Annual Report on Form 10-K (without exhibits) for the year ended December 31, 2016, 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. 63 T N E M E T A T S Y X O R P CORPORATE INFORMATION BOARD OF DIRECTORS 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 Peter H. Carlin William V. Cosgrove Brian D. Dittenhafer James J. Garibaldi Michele N. Siekerka James H. Ward, III Paul N. Stathoulopoulos* EXECUTIVE OFFICERS Kevin Cummings President & Chief Executive Officer Richard Spengler Executive Vice President & Chief Lending Officer Sean Burke Senior Vice President & Chief Financial Officer Domenick Cama Senior Executive Vice President & Chief Operating Officer Paul Kalamaras Executive Vice President & Chief Retail Banking Officer CORPORATE COUNSEL Luse Gorman, PC 5335 Wisconsin Ave., NW Suite 780 Washington, DC 20015 INVESTOR RELATIONS Stockholders, Investors, and Analysts may also contact: Marianne Wade Vice President 973.924.5100 investorrelations@investorsbank.com 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: Computershare P O Box 30170 College Station, TX 77842-3170 800.851.9677 CORPORATE OFFICE 101 JFK Parkway Short Hills, NJ 07078 973.924.5100 www.investorsbank.com *Member of the Investors Bank Board of Directors 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 2 0 1 6 investorsBancorp, INC. 101 JFK PARKWAY • SHORT HILLS, NJ • 07078 The weave logo is a registered trademark of Investors Bank ®2017 

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