Signature Bank
Annual Report 2012

Plain-text annual report

C o m p a n y p r o f i l e Signature Bank, member FDIC, is a full-service commercial bank with 26 private client offices located throughout the New York metropolitan area. The Bank primarily serves privately owned businesses, their owners and senior managers. Signature Bank offers a broad range of business and personal banking products and services as well as investment, brokerage, asset management and insurance products and services through its subsidiary, Signature Securities Group Corporation, a licensed broker-dealer, investment adviser and member FINRA/SIPC. In addition, Signature Bank’s wholly owned specialty finance subsidiary, Signature Financial, LLC, provides equipment finance and leasing as well as taxi medallion and transportation financing. f i n a nC i a l H i g H l i g H t s (in thousands) Total assets Total loans Total deposits 2008 2009 2010 2011 2012 $ 7,192,199 9,146,112 11,673,089 14,666,120 17,456,057 3,470,542 4,376,098 5,244,664 6,850,726 9,771,770 5,387,886 7,222,546 9,441,227 11,754,138 14,082,652 Shareholders’ equity 698,135 803,659 944,547 1,408,116 1,650,327 Net interest income after provision for loan losses Non-interest income Non-interest expense 168,383 219,680 298,486 27,645 34,632 42,648 407,911 42,038 123,820 149,885 164,896 182,724 Income before income taxes 72,208 104,427 176,238 267,225 508,379 36,239 218,243 326,375 Net income available to common shareholders $ 42,969 50,523 102,051 149,526 185,483 (Left to right) Joseph J. DePaolo, President and Chief Executive Officer and Scott A. Shay, Chairman of the Board T o ou r S h a r e h o l d e r S Signature Bank is the largest U.S. bank (and the only one in the top 100) to have registered in early 2012, hit the ground running and in just three quarters grew more than $750 million five years of consecutive net income growth. The in loans. The Bank’s C&I lending also increased work and dedication of our colleagues led us to considerably for the first time in several years. this remarkable achievement despite tumultuous financial conditions. All these initiatives contributed to an important year, again based on Signature Bank’s ability to During 2012, the Bank once again set numerous execute on our disciplined business model and records, including annual deposit and loan provide deposit clients a safe haven where they growth. Additionally, we continued to transform receive unrivaled and highly personalized service. our balance sheet by focusing on core deposits, substantially increasing the loan portfolio and reducing securities as a percentage of our balance sheet. Signature Bank delivered a solid year of prudent loan production across all our key lending areas, comprised of commercial real estate including multi-family loans (CRE), specialty finance, and commercial and industrial (C&I) loans. The Bank’s CRE business continued to distinguish itself in the marketplace throughout the year. Our team of veteran real estate banking professionals provided best-in-class service and expanded their lending activities, contributing to our record loan growth. Our new specialty finance unit, Signature Financial, which launched During 2012, Signature Bank achieved notable milestones, including: • Reported its fifth consecutive year of record net income; • Grew deposits a record 20 percent, or $2.33 billion, to $14.08 billion; • Increased loans to record levels, ending the year at $9.77 billion, up 42.6 percent; • Shifted the loan-to-asset mix from 46 percent at year-end 2011 to 55 percent, on top of $2.8 billion in balance sheet growth; and, • Maintained stable and stellar credit quality as evidenced by the ratio of non-accrual loans to total loans of 0.28 percent. 1 2012 annual reportLoans (in billions) 9.8 6.9 5.2 4.4 3.5 08 09 10 YEAR 11 12 2 Diversification LeaDs to transformation The reshaping of our balance sheet through increased lending benefited the Bank in 2012, while somewhat mitigating the effect of the prolonged low-interest rate environment on net interest margin. With the addition of floating- rate C&I loans and shorter-duration specialty finance loans, we ended the year in a more flexible and improved asset liability position.The transformation of our balance sheet can be attributed to several key factors that culminated during 2012. We contin-ued to grow loans and maintain our high credit quality due to our proven business model of attracting experienced professionals who previously led their franchises at various financial institutions. These banking professionals typically join our institu-tion as groups, which encompass our private client banking teams. They then serve as a single point of contact for meeting all of a client’s needs. Our single-point-of-contact approach is among the keys to the Bank’s success as the Group Directors who lead their teams do so autonomously and entrepreneurially. This philosophy, upon which our institution was built, has significantly differentiated Signature Bank in the marketplace, making us the bank of choice for many professionals seeking to escape the mega-bank culture and their silos. To this end, the efforts of the seasoned CRE bank-ing team we appointed in late 2007, that brought decades of expertise and relationships to the Bank, came to bear in 2012. The dedication of these outstanding professionals has fueled loan growth over the past five years, resulting in our $7.4 billion CRE position at the end of 2012. Our philosophy and approach were the same when we set out to diversify our lending mix. In April 2012, we added a 55-person team to lead our newly formed specialty finance unit, Signature Financial. These colleagues specialize in equip-ment finance and leasing, transportation financing and taxi medallion financing. Signature Financial quickly contributed to the Bank’s loan growth during 2012. Our C&I lending also advanced, propelled by contributions from our existing teams, along with the hiring of a new team that now heads our newly opened Hauppauge, Long Island, N.Y. private client banking office. We continue to expand our network and attract appropriate private client banking teams. During 2012, four teams joined the Bank, bringing the total to 80 headed by 109 Group Directors. We now operate from 26 offices throughout the metropoli-tan New York area and continue to expand our footprint, based on the location of the banking professionals we hire. We only open Signature Bank offices in areas where these teams of profes-sionals have forged key business relationships, affording them a new place to call home amid familiar surroundings and clients. deposits (in billions) 14.1 11.8 9.4 7.2 5.4 08 09 10 YEAR 11 12 net income (in millions) 185.5 149.5 102.1 50.5 43.0 08 09 10 YEAR 11 12 3 2012 annual reportSTRENGTH IN NUMBERSSince our initial public offering in March 2004, Signature Bank has remained the top-performing U.S. bank, based on stock market performance and total return.For the year ended December 31, 2012, net income reached a record $185.5 million, or $3.91 diluted earnings per share, an increase of $36 million, or 24 percent, when compared with $149.5 million, or $3.37 diluted earnings per share for 2011. The record net income for the year is mainly due to an increase in net interest income, which was fueled by both record core deposit and loan growth. These factors were partially offset by an increase in non-interest expenses, predominately from the hiring of new teams and the launch of Signature Financial.Deposits for 2012 increased a record $2.33 billion, or 19.8 percent, totaling $14.08 billion. Excluding short-term escrow and brokered deposits of $994.8 million at year-end 2012 and $831.8 million at year-end 2011, core deposits grew a record $2.17 billion, or 19.8 percent, for 2012.Loans also reached record levels, rising $2.92 billion, or 42.6 percent, for the year. At year end, loans were $9.77 billion versus $6.85 billion at December 31, 2011.Our capital position is one of the strongest industrywide. At the close of 2012, tier 1 leverage, tier 1 risk-based and total risk-based capital ratios were approximately 9.51 percent, 15.32 percent and 16.35 percent, respec-tively. Our strong risk-based capital ratios reflect the relatively low risk profile of the Bank’s balance sheet. Furthermore, the Bank’s tangible common equity ratio remained strong at 9.45 percent.Our extraordinary record- setting results are becoming more noticed. In December 2012, Forbes ranked Signature Bank third on its annual “Best Banks in America” list. This marked Signature Bank’s third consecutive appearance in the top 10 on this prestigious list. In July 2012, Signature Bank ranked fifth on Bank Director magazine’s “2012 Bank Performance Scorecard” in the category of banks with assets ranging from $5 billion to $50 billion. And lastly, the ABA Banking Journal’s April 2012 edition named Signature Bank fourth on its list of public banks and thrifts with total assets in excess of $10 billion. We are very proud of the strong financial performance our institution continues to achieve, and it has been rewarding to watch the Bank’s position strengthen year-over-year in such prominent third-party rankings.e x c e L Li N g i N a s s e T g r ow T h a N d m i x 2007 12% 34% 54% 2012 5% 40% $ 5.8 billion 55% Total Loans, net Investment Securities Other Assets $ 17.5 billion New York: The LaNd of opporTuNiTY Since our inception, Signature Bank has made its Our growth and success stems from those all mark throughout the metro New York area by around us whose support and dedication have catering to the increasing number of privately helped shape this institution. We thank all our owned businesses found here and offering them devoted colleagues for their hard work, which unprecedented service and sleep-at-night safety. sets Signature Bank apart in a geographic market- As we look around the New York banking landscape, we are humbled by the many solid relationships our colleagues have forged and the business they have generated with commercial clients of varying scope, spanning a broad range of industries. We are proud that our growth is derived from supporting the business endeavors of our clients. place mostly dominated by too-big-to-fail mega-banks. We also extend gratitude to our clients for their loyalty and to our investors for their ongoing support. Lastly, we thank our Board of Directors for their foresight and guidance. Each of these stakeholders has fundamentally contributed to all that Signature Bank has accomplished in the past 12 years since our inception. When we reflect on our performance during 2012, we simply cannot forget those affected by the devastation Respectfully, of Superstorm Sandy. It impacted so many in our own backyard, including employees, clients and the commu- nities we serve. Our thoughts and prayers remain with them as they continue to rebuild and revitalize. Looking ahead, we are committed to capitalizing on the many opportunities the New York area offers. Our constant pursuit to attract talented, established bankers will further enhance our deposit and lending capabilities. Scott A. Shay Chairman of the Board Joseph J. DePaolo President and Chief Executive Officer 4 UNITED STATES FEDERAL DEPOSIT INSURANCE CORPORATION WASHINGTON, D.C. 20429 FORM 10-K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2012 Or TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to FDIC Certificate Number 57053 SIGNATURE BANK (Exact name of registrant as specified in its charter) NEW YORK (State or other jurisdiction of incorporation or organization) 565 Fifth Avenue, New York, New York (Address of principal executive offices) 13-4149421 (I.R.S. Employer Identification No.) 10017 (Zip Code) Registrant’s telephone number, including area code: (646) 822-1500 Securities registered pursuant to Section 12(b) of the Act: Title of each class Name of each exchange on which registered Common Stock, $0.01 par value NASDAQ Global Select Market 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 T 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. T Yes £ No 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 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. T Yes £ 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 (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes £ No £ Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) 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. T 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 definition of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one): Large accelerated filer T Accelerated filer £ Non-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 T No The aggregate market value of the voting stock held by non-affiliates of the registrant, based on the closing sales price of the registrant’s Common Stock as quoted on the NASDAQ Global Select Market on June 30, 2012 was $2.79 billion. As of February 27 2012, the Registrant had outstanding 47,259,301 shares of Common Stock. Portions of the registrant’s definitive Proxy Statement for Annual Meeting of Stockholders to be held April 25, 2012. (Part III) DOCUMENTS INCORPORATED BY REFERENCE SIGNATURE BANK ANNUAL REPORT ON FORM 10-K FOR THE FISCAL YEAR ENDED DECEMBER 31, 2012 INDEX PART I Item 1. Item 1A. Item 1B. Item 2. Item 3. Item 4. Business . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Risk Factors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Unresolved Staff Comments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Properties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Legal Proceedings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Mine Safety Disclosures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . PART II Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Item 6. Item 7. Item 7A. Item 8. Item 9. Item 9A. Item 9B. Item 10. Item 11. Item 12. Item 13. Selected Financial Data . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Management’s Discussion and Analysis of Financial Condition and Results of Operations . Quantitative and Qualitative Disclosures About Market Risk . . . . . . . . . . . . . . . . . . . . . . . . . . Financial Statements and Supplementary Data . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Changes in and Disagreements with Accountants on Accounting and Financial Disclosure . Controls and Procedures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . PART III Directors, Executive Officers and Corporate Governance . . . . . . . . . . . . . . . . . . . . . . . . . . . . Executive Compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Certain Relationships and Related Transactions, and Director Independence . . . . . . . . . . . . Item 14. Principal Accountant Fees and Services . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . PART IV Item 15. Exhibits, Financial Statement Schedules . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . SIGNATURES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Index to Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Page 5 21 34 35 35 35 36 38 40 75 76 76 76 79 79 79 79 79 79 80 82 F-1 2 PRIVATE SECURITIES LITIGATION REFORM ACT SAFE HARBOR STATEMENT This Annual Report on Form 10-K and oral statements made from time-to-time by our representatives contain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. You should not place undue reliance on such statements because they are subject to numerous risks and uncertainties relating to our operations and the business environment in which we operate, all of which are difficult to predict and many of which are beyond our control. Forward-looking statements include information concerning our possible or assumed future results of operations, including descriptions of our business strategy, expectations, beliefs, projections, anticipated events or trends, growth prospects, financial performance, and similar expressions concerning matters that are not historical facts. These statements often include words such as “may,” “believe,” “expect,” “anticipate,” “potential,” “opportunity,” “intend,” “plan,” “estimate,” “could,” “project,” “seek,” “should,” “will,” or “would,” or the negative of these words and phrases or similar words and phrases. All forward-looking statements may be impacted by a number of risks and uncertainties. These statements are based on assumptions that we have made in light of our industry experience as well as our perception of historical trends, current conditions, expected future developments and other factors we believe are appropriate under the circumstances including, without limitation, those related to: • earnings growth; • revenue growth; • net interest margin; • deposit growth, including short-term escrow deposits and off-balance sheet deposits; • future acquisitions; • performance, credit quality and liquidity of investments made by us, including our investments in certain mortgage- backed and similar securities; • loan and lease origination volume; • the interest rate environment; • non-interest income levels, including fees from product sales; • credit performance on loans made by us; • monetary and fiscal policies of the U.S. Government, including policies of the U.S. Treasury and the Board of Governors of the Federal Reserve System; • our ability to maintain, generate and/or raise capital; • changes in the regulatory environment and government intervention in the banking industry; including the impact of the Dodd-Frank Wall Street Reform and Consumer Protection Act; • Federal Deposit Insurance Corporation insurance assessments; • margins on sales or securitizations of loans; • market share; • expense levels; • hiring of new private client banking teams; • results from new business initiatives; • other business operations and strategies; and • the impact of new accounting pronouncements. As you read and consider forward-looking statements, you should understand that these statements are not guarantees of performance or results. They involve risks, uncertainties and assumptions and can change as a result of many possible events or factors, not all of which are known to us or in our control. Although we believe that these forward-looking statements are based on reasonable assumptions, beliefs and expectations, if a change occurs or our beliefs, assumptions or expectations were incorrect, our business, financial condition, liquidity or results of operations may vary materially from those expressed in our forward-looking statements. You should be aware that many factors could affect our actual financial results or results of operations and could cause actual results to differ materially from those in the forward-looking statements. See “Part I, Item 1A. – Risk Factors” for a discussion of the most significant risks that we face, including, without limitation, the following factors: • disruption and volatility in global financial markets; • difficult market conditions adversely affecting our industry; • our inability to successfully implement our business strategy; 3 • our inability to successfully integrate new business lines into our existing operations; • our vulnerability to changes in interest rates; • competition with many larger financial institutions which have substantially greater financial and other resources than we have; • government intervention in the banking industry, new legislation and government regulation; • illiquid market conditions and downgrades in credit ratings; • continued adverse developments in the residential mortgage market; • inability of U.S. agencies or U.S. government-sponsored enterprises to pay or to guarantee payments on their securities in which we invest; • material risks involved in commercial lending; • a downturn in the economy of the New York metropolitan area; • under-collateralization of our loan portfolio due to a material decline in the value of real estate; • risks associated with our loan portfolio growth; • our failure to effectively manage our credit risk; • lack of seasoning of mortgage loans underlying our investment portfolio; • our allowance for loan and lease losses may not be sufficient to absorb actual losses; • our reliance on the Federal Home Loan Bank of New York for secondary and contingent liquidity sources; • our dependence upon key personnel; • our inability to acquire suitable client relationship groups or manage our growth; • our charter documents and regulatory limitations may delay or prevent our acquisition by a third party; • curtailment of government guaranteed loan programs could affect our SBA business; • our extensive reliance on outsourcing to provide cost-effective operational support; • system failures or breaches of our network security; • decreases in trading volumes or prices; • potential responsibility for environmental claims; • our inability to raise additional funding needed for our operations; • misconduct of employees or their failure to abide by regulatory requirements; • fraudulent or negligent acts on the part of our clients or third parties; • failure of our brokerage clients to meet their margin requirements; • severe weather; • acts of war or terrorism; • work stoppages, financial difficulties, fire, earthquakes, flooding or other natural disasters; • changes in the federal or state tax laws; • changes in accounting standards or interpretation in new or existing standards; • increases in FDIC insurance premiums; and • regulatory net capital requirements that constrain our brokerage business. See “Part I, Item 1A. – Risk Factors” for a full discussion of these risks. You should keep in mind that any forward-looking statement made by us speaks only as of the date on which we make it. New risks and uncertainties arise from time to time, and it is impossible for us to predict these events or how they may affect us. We have no duty to, and do not intend to, and disclaim any obligation to, update or revise any industry information or forward-looking statements after the date on which they are made. In light of these risks and uncertainties, you should keep in mind that any forward-looking statement made in this document or elsewhere might not reflect actual results. 4 ITEM 1. BUSINESS PART I In this annual report filed on Form 10-K, except where the context otherwise requires, the “Bank,” the “Company,” “Signature,” “we,” “us,” and “our” refer to Signature Bank and its subsidiaries, including Signature Securities Group Corporation (“Signature Securities”) and Signature Financial, LLC (“Signature Financial”). Introduction We are a New York-based full-service commercial bank with 26 private client offices located in the New York metropolitan area. The Bank’s growing network of private client banking teams serves the needs of privately owned businesses, their owners and senior managers. The Bank operates Signature Financial, a specialty finance subsidiary focused on equipment finance and leasing, transportation financing and taxi medallion financing. The Bank also operates Signature Securities, a registered broker-dealer under the Securities Exchange Act of 1934 and a member of the National Association of Securities Dealers, Inc. (“NASD”). Signature Securities provides our clients with investment, brokerage, asset management and other non-banking financial products and services. Signature Securities delivers these products and services through investment group directors, located in our private client offices, who work directly with our banking group directors. Additionally, through Signature Securities, we also purchase, securitize and sell the guaranteed portions of U.S. Small Business Administration (“SBA”) loans. Signature Bank’s Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and all amendments to those reports, Proxy Statement for its Annual Meeting of Stockholders and Annual Report to Stockholders are made available, free of charge, on our website at www.signatureny.com as soon as reasonably practicable after such reports have been filed with or furnished to the Federal Deposit Insurance Corporation (“FDIC”). You may also obtain any materials that we file with the FDIC at the Federal Deposit Insurance Corporation’s offices located at 550 17th Street N.W., Washington, DC 20429. Since commencing operations in May 2001, we have grown to $17.46 billion in assets, $14.08 billion in deposits, $9.77 billion in loans, $1.65 billion in equity capital and $1.74 billion in other assets under management as of December 31, 2012. We intend to continue our growth and maintain our position as a premier relationship-based financial services organization in the New York metropolitan area, guided by our Chairman and senior management team who have extensive experience developing, managing and growing financial service organizations. Recent Highlights Superstorm Sandy During late October 2012, Superstorm Sandy struck the east coast of the United States causing extensive damage throughout our market area. Although the storm’s impact to our infrastructure and the majority of our locations has been minimal, the damage may adversely affect the collateral securing some of our loans and the ability of our borrowers to repay their obligations to the Bank. In addition, the storm’s impact could affect the ability of our depositors to maintain their deposits with us. Thus far, we have not experienced a material financial impact from the storm, however, we are continuing our assessment of both the short-term and potential long-term impacts of the storm, which could adversely affect our future financial condition and results of operations. Signature Financial, LLC During March 2012, the Bank established a new wholly-owned subsidiary, Signature Financial, a specialty finance company based in Melville, Long Island. Signature Financial is focused on equipment finance and leasing, transportation financing and taxi medallion financing, which, when combined with the Bank's current taxi medallion finance business, enhances our market position in this field. 5 Core Deposit Growth From December 31, 2011 through December 31, 2012, our deposits grew $2.33 billion, or 19.8%, to $14.08 billion. Deposits at December 31, 2012 include $108.5 million of brokered deposits and approximately $886.3 million of short-term escrow deposits, which due to their nature and as expected, have been or will be released in early 2013. At year end 2011, deposits included $57.8 million of brokered deposits and approximately $774.0 million of short-term escrow deposits. Core deposits, which exclude brokered deposits and short-term escrow deposits, increased $2.17 billion, or 19.8%, during 2012. This growth in our core deposits can be attributed to the addition of new private client banking groups, who assist us in growing our client base, as well as additional deposits raised by our existing private client groups. We primarily focus our deposit gathering efforts in the greater New York metropolitan area market with money center banks, regional banks and community banks as our primary competitors. We distinguish ourselves from competitors by focusing on our target market: privately owned businesses and their owners and senior managers. This niche approach, coupled with our relationship-banking model, provides our clients with a personalized service, which we believe gives us a competitive advantage. Our deposit mix has remained favorable, with non-interest-bearing and NOW deposits accounting for 37.2% of our total deposits and time deposits accounting for only 6.7% of our total deposits as of December 31, 2012. Our average cost for total deposits was 0.64% for the year ended December 31, 2012 and 0.58% for the three months ended December 31, 2012. Short-Term Escrow Deposits At December 31, 2012 and 2011, approximately $886.3 million and $774.0 million, respectively, of short-term escrow deposits were included in the Bank’s deposits. We have developed a core competency in catering to the needs of law firms, claims administrators, accounting firms, and title companies, which allows us to obtain from our clients short-term escrow deposits. Strategic Hires During 2012, we added four new private client banking groups and nine new banking group directors to increase our network of seasoned banking professionals. Additionally we hired over 50 professional employees during 2012 in connection with our formation of Signature Financial. Our full-time equivalent number of employees grew from 720 to 844 during 2012. Private Client Banking Groups and Offices As of December 31, 2012, we had 80 private client banking groups and 109 banking group directors throughout the New York metropolitan area. With the on-going consolidation of financial institutions in our marketplace and market segmentation by our competitors, we continue to actively recruit experienced private client banking groups with established client relationships that fit our niche market of privately owned businesses, their owners and their senior managers. Our typical group director joins us with 20 years of experience in financial services and an established team of two to four additional professionals to assist with business development and client services. Each additional private client group brings client relationships that allow us to grow our core deposits as well as expand our lending opportunities. To facilitate our growth, we opened one additional private client office during 2012 located in Hauppauge, New York. We currently operate 26 private client offices located in the New York metropolitan area. While our strategy does not call for us to have an expansive office presence, we will continue to add offices to meet the needs of the private client banking groups that we recruit. Our Business Strategy We intend to increase our presence as a premier relationship-based financial services organization serving the needs of privately owned business clients, their owners and senior managers in the New York metropolitan area by continuing to: Focus on our niche market of privately-owned businesses, their owners and their senior managers We generally target closely held commercial clients with revenues of less than $200 million and fewer than 1,000 employees. Our business clients are representative of the New York metropolitan area economy and include real estate owners/operators, real estate management companies, law firms, accounting firms, entertainment business managers, medical professionals, retail establishments, money management firms and not-for-profit philanthropic 6 organizations. We also target the owners and senior management of these businesses who typically have a net worth of between $500,000 and $20 million. Provide our clients a wide array of high quality banking, brokerage and insurance products and services through our private client group structure and a seamless financial services solution We offer a broad array of financial products and services with a seamless financial services solution through our private client group structure. Most of our competitors that sell banking products as well as investment and insurance products do so based on a “silo” approach. In this approach, different sales people from different profit centers within the bank, brokerage firm or insurance company separately offer their particular products to the client. This approach creates client confusion as to who is servicing the relationship. Because no single relationship manager considers all of the needs of a client in the “silo” approach, some products and services may not be presented at all to the client. We market our banking, investment and insurance services seamlessly, thus avoiding the “silo” approach of many of our competitors in the New York metropolitan area. Our cash management, investment and insurance products and services are presented to clients by the private client group professional but provided or underwritten by others. Our business is built around banking and investment private client groups. We believe that our ability to hire and retain top-performing relationship group directors is our major competitive advantage. Our group directors have primary responsibility for attracting client relationships and, on an on-going basis, through them and their groups, servicing those relationships. Our group directors are experienced financial service professionals who come from the following disciplines: private banking, middle market banking, high-end retail banking, investment and insurance and institutional brokerage. Our group directors each have their own private client team (typically two to four professionals) who assists the group director in business development and client service. Recruit experienced, talented and motivated private client group directors who are top producers and who believe in our banking model A key to our success in developing a relationship-based bank is our ability to recruit and retain experienced and motivated financial services professionals. We recruit group directors and private client groups who we believe are top performers. While recruitment channels differ and our recruitment efforts are largely opportunistic in nature, the continuing merger and acquisition activity in the New York financial services marketplace provides an opportunity to selectively target and recruit qualified groups. We believe the current market to be a favorable environment for locating and recruiting qualified private client groups. Our experience has been that such displacement and change leads select private client groups to smaller, less bureaucratic organizations such as Signature. Offer progressive incentive-based compensation that rewards private client groups for developing their business and retaining their clients Our private client group variable compensation model adds to the foundation for our relationship-based banking discipline. A key part of our strategy for growing our business is the progressive incentive-based compensation that we employ to help us retain our group directors while ensuring that they continue to develop their business and retain their clients. Under our private client group variable compensation model, annual bonuses are paid to members of the client relationship team based upon the profit generated from their business. In order to mitigate the inherent risk in our incentive-based compensation model, we have in place an internal control structure that includes segregation of duties. For example, the underwriting and ultimate approval of any loan is performed by loan officers who are separate from the private client groups and report to our Chief Credit Officer. Maintain a flat organization structure that allows our clients and group directors to interface with, and our group directors to report directly to, senior management Another key element of our strategy is our organizational structure. We operate with a flat organizational and reporting structure, which allows our group directors to interface with, and report directly to, senior management. More importantly, it gives our clients direct access to senior management. Develop and maintain operations support that is client-centric and service oriented We have made a significant investment in our infrastructure, including our support staff. Although we have centralized many of our critical operations, such as finance, information technology, client services, cash 7 management services, loan administration and human resources, we have located some functions within the private client offices so they are closer to the group directors and our clients. For example, most of our private client offices have a senior lender on location, who is part of our credit group, to assist the private client groups with the lending process. In addition, most of our private client offices have an investment group director or group that provides brokerage and/or insurance services, as necessary. We believe that our existing infrastructure (physical and systems infrastructure, as well as people) can accommodate additional growth without substantial additional support area personnel or significant spending on technology and operations in the medium term. Be committed to a sound risk management process while focusing on profitability Risk management is an important element of our business. We evaluate the inherent risks that affect our business, including interest rate risk, credit risk, operational risk, regulatory risk, and reputation risk. We have a Director of Risk Management whose responsibility is the oversight of our risk management processes. Additionally, members of our senior management group have significant experience in risk management, credit, operations, finance and auditing. We have put internal controls in place that help to mitigate the risks that affect our business. In addition, we have policies and procedures that further help mitigate risk and regulatory requirements that mandate that we evaluate, test and opine on the effectiveness of internal controls. No system of internal control or policies and procedures will ever totally eliminate risk, however, we believe that our risk management processes will help keep our risks to a manageable level. Maintain an appropriate balance between cost control, incentive compensation and business expansion initiatives We have established an internal approval process for capital and operating expenses. We maintain cost control practices and policies to increase efficiency of operations. A key expense for financial service companies is compensation. Controlling this expense is an important element in keeping overall expenses down. A member of senior management and our President and Chief Executive Officer must approve all new hires. Our group directors and their groups receive base salaries and benefits; however, a significant portion of their compensation is variable and based upon the profit generated from the business they create. This variable compensation model helps us control expenses as employees do not receive variable compensation unless revenue is generated. Virtually all expenditures (both current and capital) in excess of certain thresholds must be approved by a member of senior management, and are reviewed and approved by our Purchasing and Capital Expenditures Committee, which includes our Chief Operating Officer and our Chief Financial Officer. We make extensive use of outsourcing to provide cost-effective operational support with service levels consistent with large-bank operations. We focus on our financial services business and have outsourced many of our key banking and brokerage systems to third-party providers. This has several advantages for an institution like ours, including the ability to cost-effectively utilize the latest technology to better serve, and stay focused on, the needs of our clients. Some of our key outsourcing partners include Fidelity Information Services and National Financial Services (the brokerage and investments systems division of Fidelity Investments). We maintain management oversight of these providers. Each of these providers was the subject of a due diligence investigation prior to their selection and continues to be reviewed on an on-going basis. Historical Development We were incorporated as a New York State-chartered bank in September 2000. On April 5, 2001, our date of inception, we received approval to commence operations from the New York State Banking Department (known as the New York State Department of Financial Services as of October 3, 2011). Since commencing operations on May 1, 2001, the following subsequent historical developments have occurred in relation to our ownership and capital structure: • We completed our initial public offering in March 2004 and a follow-on offering in September 2004. Our common stock trades on the Nasdaq National Market under the symbol “SBNY.” • • In March 2005, Bank Hapoalim B.M. sold its controlling stake in us in a secondary offering. After the offering, Bank Hapoalim beneficially owned 5.7% of our common stock on a fully diluted basis. Bank Hapoalim no longer owns any shares of our stock. In September 2008, we completed a public offering of 5,400,000 shares of our common stock generating net proceeds of $148.1 million. 8 • • • • • In December 2008, we issued 120,000 shares of senior preferred stock (with an aggregate liquidation preference of $120.0 million) and a warrant to purchase 595,829 common shares to the U.S. Treasury in the Troubled Asset Relief Program Capital Purchase Program (the “TARP Capital Purchase Program”), for an aggregate purchase price of $120.0 million. In light of the restrictions of the American Recovery and Reinvestment Act of 2009, on March 31, 2009, we repurchased the 120,000 shares of preferred stock we issued to the U.S. Treasury for $120.0 million plus accrued and unpaid dividends of $767,000. In June 2009, we completed a public offering of 5,175,000 shares of our common stock generating net proceeds of $127.3 million. In March 2010, the U.S. Treasury sold, in a public offering, a warrant to purchase 595,829 shares of our common stock that was received from us in the TARP Capital Purchase Program. In July 2011, we completed a public offering of 4,715,000 shares of our common stock generating net proceeds of approximately $253.3 million. Products and Services Business Clients We offer a full range of products and services oriented to the needs of our business clients, including: • Deposit products such as non-interest-bearing checking accounts, money market accounts and time deposits; • Escrow deposit services; • Cash management services; • Commercial loans and lines of credit for working capital and to finance internal growth, acquisitions and leveraged buyouts; • Equipment finance and leasing, transportation financing, and taxi medallion financing; • Permanent real estate loans; • Letters of credit; • Investment products to help better manage idle cash balances, including money market mutual funds and short-term money market instruments; • Business retirement accounts such as 401(k) plans; and • Business insurance products, including group health and group life products. Personal Clients We offer a full range of products and services oriented to the needs of our high net worth personal clients, including: • Interest-bearing and non-interest-bearing checking accounts, with optional features such as debit/ATM cards and overdraft protection and, for our top clients, rebates of certain charges, including ATM fees; • Money market accounts and money market mutual funds; • Time deposits; • Personal loans, both secured and unsecured; • Mortgages, home equity loans and credit card accounts; • Investment and asset management services; and • Personal insurance products, including health, life and disability. Deposit Products The market for deposits continues to be very competitive. We primarily focus our deposit gathering efforts in the greater New York metropolitan area with money center banks, regional banks and community banks as our primary competitors. We distinguish ourselves from competitors by focusing on our target market: privately-owned businesses and their owners and senior managers. This niche approach, coupled with our relationship-banking model, provides our clients with a personalized service, which we believe gives us a competitive advantage. 9 We offer a variety of deposit products to our clients at interest rates that are competitive with other banks. Our business deposit products include commercial checking accounts, money market accounts, escrow deposit accounts, cash concentration accounts and other cash management products. Our personal deposit products include checking accounts, money market accounts and certificates of deposit. We also allow our personal and business deposit clients to access their accounts, transfer funds, pay bills and perform other account functions over the internet and through ATM machines. At December 31, 2012, we maintained approximately 84,500 deposit accounts representing $13.97 billion in client deposits, excluding brokered deposits. The following table presents the composition of our deposit accounts as of December 31, 2012 and 2011: December 31, 2012 2011 Amount Percentage Amount Percentage $ 501,577 3,943,387 90,766 38,478 752,843 2,747,746 5,061,632 473,442 364,276 108,505 14,082,652 4,444,964 791,321 7,900,144 837,718 108,505 14,082,652 3,761,243 10,212,904 108,505 14,082,652 $ $ $ $ $ 3.56% 28.00% 0.64% 0.27% 5.35% 19.52% 35.94% 3.36% 2.59% 0.77% 100.00% 31.56% 5.62% 56.10% 5.95% 0.77% 100.00% 26.71% 72.52% 0.77% 100.00% 331,268 2,817,168 75,139 37,094 606,036 2,314,369 4,677,424 492,060 345,782 57,798 11,754,138 3,148,436 643,130 7,066,932 837,842 57,798 11,754,138 3,174,791 8,521,549 57,798 11,754,138 2.82% 23.97% 0.64% 0.32% 5.16% 19.68% 39.79% 4.19% 2.94% 0.49% 100.00% 26.79% 5.48% 60.11% 7.13% 0.49% 100.00% 27.01% 72.50% 0.49% 100.00% (dollars in thousands) Personal demand deposit accounts (1) Business demand deposit accounts (1) Rent security Personal NOW Business NOW Personal money market accounts Business money market accounts Personal time deposits Business time deposits Brokered time deposits Total Demand deposit accounts (1) NOW Money market accounts Time deposits Brokered time deposits Total Personal Business Brokered time deposits Total (1) Non-interest bearing. Lending Activities Our traditional commercial and industrial lending is generally limited to existing clients with whom we have or expect to have deposit and/or brokerage relationships in order to assist in monitoring and controlling credit risk. We target our lending to privately-owned businesses, their owners and senior managers, generally high net worth individuals who meet our credit standards. The credit standards are set by the Credit Committee of our Board of Directors (the “Credit Committee”) with the assistance of our Chief Credit Officer, who is charged with ensuring that credit standards are met by loans in our portfolio. In addition, we have a credit authorization policy under which no single individual is authorized to approve a loan regardless of dollar amount. Smaller loans may be approved by concurring authorized officers. Larger loans require the approval of the Credit Committee. Our largest loan category requires the approval of our Board of Directors. Our credit standards for commercial borrowers reference numerous criteria with respect to the borrower, including historical and projected financial information, the strength of management, acceptable collateral and associated advance rates, and market conditions and trends in the borrower’s industry. In addition, prospective loans are analyzed based on current industry concentrations in our loan portfolio to prevent an unacceptable concentration of loans in any particular industry. We believe our credit standards are similar to the standards generally employed by large nationwide 10 banks in the markets we serve. We seek to differentiate ourselves from our competitors by focusing on and aggressively marketing to our core clients and accommodating, to the extent permitted by our credit standards, their individual needs. We generally limit unsecured lending for consumer loans to private banking clients who we believe demonstrate ample net worth, liquidity and repayment capacity. We make loans that are appropriately collateralized under our credit standards. Approximately 97% of our funded loans are secured by collateral. Unsecured loans are typically made to individuals with substantial net worth. Commercial and Industrial Loans Our commercial and industrial (“C&I”) loan portfolio is comprised of lines of credit for working capital and term loans to finance equipment, company-owned real estate and other business assets, along with commercial overdrafts. Our lines of credit for working capital are generally renewed on an annual basis and our term loans generally have terms of two to five years. Our lines of credit and term loans typically have floating interest rates, and as of December 31, 2012, approximately 52% of our outstanding C&I loans were variable rate loans. C&I loans can be subject to risk factors unique to the business of each client. In order to mitigate these risks and better serve our clients, we seek to gain an understanding of the business of each client and the reliability of their cash flow, so that we can place appropriate value on collateral taken and structure the loan to maintain collateral values at appropriate levels. In analyzing credit risk, we generally focus on the business experience of our borrowers’ management. We prefer to lend to borrowers with an established track record of loan repayment and predictable growth and cash flow. We also rely on the experience of our bankers and their relationships with our clients to aid our understanding of the client and its business. Our lines of credit typically are limited to a percentage of the value of the assets securing the line. Lines of credit are generally reviewed annually and are typically supported by accounts receivable, inventory and equipment. Depending on the risk profile of the borrower, we may require periodic aging of receivables, as well as borrowing base certificates representing current levels of inventory, equipment, and accounts receivable. Our term loans are typically also secured by the assets of our clients’ businesses. Commercial borrowers are required to provide updated personal and corporate financial statements at least annually. At December 31, 2012, funded C&I loans totaled approximately 18% of our total funded loans. Loans extended to borrowers within the services industries include loans to finance working capital and equipment, as well as loans to finance investment and owner-occupied real estate. 11 The following table presents information regarding the distribution of our C&I loans among select industries in which we had the largest concentration of loans outstanding at December 31, 2012. (dollars in thousands) Taxi Medallions Real Estate and Real Estate Management Transportation Services Wholesale Trade Manufacturing Building and Construction Contractors Professional Services Financial Services Special Trade Contractors Retail Trade Health Services Legal Services Business Services Membership Organizations Recreational Services Accomodation and Food Services Audio/Video Services Other Industries Total December 31, 2012 Loan Amount Percentage $ 419,186 199,382 181,858 122,725 121,615 84,133 72,470 64,721 48,989 44,347 39,223 32,791 27,657 23,795 17,795 13,849 10,234 336,096 1,860,866 $ 22.53% 10.71% 9.77% 6.60% 6.54% 4.52% 3.89% 3.48% 2.63% 2.38% 2.11% 1.76% 1.49% 1.28% 0.96% 0.74% 0.55% 18.06% 100.00% The largest component of our C&I portfolio as of December 31, 2012, consists of loans to finance taxi medallions, which are the licenses required to operate taxicabs. We conduct this business in stable, well-regulated markets, such as New York City, where the supply of these medallions is limited. Accordingly, these loans have historically had strong credit performance. “Other Industries” include a diverse range of industries, including service-oriented firms that provide introductions to new client relationships and private households. Real Estate Loans Our real estate loan portfolio includes loans secured by commercial and residential properties. We also provide temporary financing for commercial and residential property. Our permanent real estate loans generally have fixed terms of five years. We generally avoid longer term loans for commercial real estate held for investment. Our permanent real estate loans have both floating and fixed rates. Depending on the financial status of the borrower, we may require periodic appraisals of the property to verify the ongoing adequacy of the collateral. At December 31, 2012, funded real estate loans totaled approximately $7.90 billion, representing approximately 78% of our total funded loans. The following table shows the distribution of our real estate loans as of December 31, 2012 by collateral type: (dollars in thousands) Multi-family residential property Commercial property 1-4 family residential property Home equity lines of credit Construction and land Total December 31, 2012 Loan Amount 4,380,453 $ 2,919,708 307,158 190,782 99,475 7,897,576 $ Percentage 55.46% 36.97% 3.89% 2.42% 1.26% 100.00% 12 We occasionally make personal residential real estate loans. These loans consist of first and second mortgage loans for residential properties. These loans are typically made to high net worth individuals as part of our private client services. We generally do not retain long-term, fixed rate residential real estate loans in our portfolio due to interest rate and collateral risks and low levels of profitability. We do not consider personal residential real estate loans a core part of our business. Substantially all of the collateral for our real estate loans is located within the New York metropolitan area. As a result, our financial condition and results of operations may be affected by changes in the economy and the real estate market of the New York metropolitan area. A prolonged period of economic recession or other adverse economic conditions in the New York metropolitan area may result in an increase in nonpayment of loans, a decrease in collateral value, and an increase in our allowance for loan and lease losses (“ALLL”). Letters of Credit We issue standby or performance letters of credit, and can service the international needs of our clients through correspondent banks. At December 31, 2012, our commitments under letters of credit totaled approximately $208.3 million. Consumer Loans Our personal loan portfolio consists of personal lines of credit and loans to acquire personal assets. Our personal lines of credit generally have terms of one year and our term loans usually have terms of three to five years. Our lines of credit typically have floating interest rates. If the financial situation of the client is sufficient, we will grant unsecured lines of credit. We also examine the personal liquidity of our individual borrowers, in some cases requiring agreements to maintain a minimum level of liquidity, to insure that the borrower has sufficient liquidity to repay the loan. Due to low levels of profitability, interest rate risks and collateral risks, we do not consider secured personal loans, such as automobile loans, a core part of our business. At December 31, 2012, our consumer loans totaled $10.3 million, representing less than 1% of our total funded loans. Investment and Asset Management Products and Services Investment and asset management products and services are provided through our subsidiary, Signature Securities. Signature Securities is a licensed broker-dealer and is a member of the NASD and the Securities Investor Protection Corporation (“SIPC”). Signature Securities is an introducing firm and, as such, clears its trades through National Financial Services, Inc., a wholly-owned subsidiary of Fidelity Investments. Signature Securities is also registered as an investment adviser in New York, New Jersey, Pennsylvania and Florida. Our investment group directors work with our clients to define objectives, goals and strategies for their investment portfolios, whether our clients are looking for a relationship based provider or are looking for assistance with a particular transaction. We offer a wide array of asset management and investment products, including the ability to purchase and sell all types of individual securities such as equities, options, fixed income securities, mutual funds and annuities. We offer transactional, “cash management” type brokerage accounts with check writing and daily sweep capabilities. We offer our clients an asset management program whereby we work with our clients to tailor their asset allocation according to their risk profile and then invest the client’s assets either directly with a select group of high quality money managers, no load mutual funds or a combination of both. We contract with a third party to perform investment manager due diligence for us on these money managers and mutual funds. We have entered into an agreement and strategic alliance with American Stock Transfer & Trust Company and utilize this firm to provide our corporate and personal clients with trust, custody and estate planning products and services. We offer no proprietary products or services. We do not perform and we do not provide our clients with our own branded investment research. Instead, we have contracted with a number of third-party research providers and are able to provide our clients with traditional Wall Street research from a number of sources. We also offer retirement products such as individual retirement accounts (“IRAs”) and administrative services for retirement vehicles such as pension, profit sharing, and 401(k) plans to our clients. These products are not proprietary products. Signature Securities offers wealth management services to our high net worth personal clients. Together with our client and their other professional advisors, including attorneys and certified public accountants, we develop a sophisticated financial plan that can include estate planning, business succession planning, asset protection, 13 investment management, family office advisory services, bill payment, art and collectible advisory services and concentrated stock services. SBA Loans and Pools We are an active participant in the SBA loan and SBA pool secondary market by purchasing, securitizing, and selling the guaranteed portions of SBA Section 7(a) loans. Most SBA Section 7(a) loans have adjustable rates and float at a spread to the prime rate and reset monthly or quarterly. SBA loans consist of a guaranteed portion of the loan and an un-guaranteed balance, which typically represents 25% of the original balance that is retained by the originating lender. The guaranteed portions of SBA loans are backed by the full faith and credit of the U.S. government and, therefore, have minimal credit risk and carry a 0% risk weight for capital purposes. At December 31, 2012, we had $369.5 million in SBA loans held for sale, representing approximately 3.7% of our total funded loans, compared to $392.0 million at December 31, 2011. Signature Securities acts as an agent and as a consultant to the Bank on the purchase, sale and assembly of SBA loans and pools. Signature Securities is one of the largest SBA pool assemblers in the United States. The primary business of the group is to be an active market maker in the SBA loan and pool secondary market by purchasing, securitizing and selling the government guaranteed portions of the SBA loans. Signature Bank is approved by the SBA as a pool assembler and is approved by the FDIC to engage in government securities dealer activities. We purchase the guaranteed portion of SBA loans from various SBA lender clients. Once purchased, we typically warehouse the guaranteed loan for approximately 30 to 180 days. From this warehouse, we aggregate like SBA loans by similar characteristics into pools for securitization and sale to the secondary market. In order to meet the SBA’s rate requirement, we may strip excess servicing from loans with different coupons to create a pool at a common rate. This has resulted in the creation of two assets: a par pool and excess servicing strips. Excess servicing represents the portion of the coupon stripped from a loan. At December 31, 2012, the carrying amount of our SBA excess servicing strip assets was $72.3 million. Colson Services Corp. is the third party government appointed fiscal and transfer agent for the SBA’s Secondary Market Program. As the designated servicer, it provides transaction processing, record keeping and loan servicing functions, including document review and custody, payment collection and disbursement, and data collection and exchange for us. Insurance Services We offer our business and private clients a wide array of individual and group insurance products, including health, life, disability and long-term care insurance products through our subsidiary, Signature Securities. We do not underwrite insurance policies. We only act as an agent in offering insurance products and services underwritten by insurers that we believe are the best for our clients in each category. Competition There is significant competition among commercial banking institutions in the New York metropolitan area. We compete with other bank holding companies, national and state-chartered commercial banks, savings and loan associations, consumer finance companies, credit unions, securities brokerage firms, insurance companies, mortgage banking companies, money market mutual funds, asset-based non-bank lenders, and other financial institutions. Many of these competitors have substantially greater financial resources, lending limits and larger office networks than we do and are able to offer a broader range of products and services than we can. Because we compete against larger institutions, our failure to compete effectively for deposit, loan, and other clients in our markets could cause us to lose market share, slow our growth rate and may have an adverse effect on our financial condition and results of operations. The market for banking and brokerage services is extremely competitive and allows consumers to access financial products and compare interest rates and services from numerous financial institutions located across the United States. As a result, clients of all financial institutions, including those within our target market, are sensitive to competitive interest rate levels and services. Our future success in attracting and retaining client deposits depends, in part, on our ability to offer competitive rates and services. Our clients are particularly attracted to the 14 level of personalized service we provide. Our business could be impaired if our clients believe other banks provide better service or if they come to believe that higher rates are more important to them than better service. Finally, over the past several years there has been significant government intervention in the banking industry, including equity investments, liquidity facilities and guarantees. These actions have changed and have the potential to change the competitive landscape significantly. For example, clients may view some of our competitors as “too big to fail” and such competitors may thereby benefit from an implicit U.S. government guarantee beyond those provided to all banks and their clients. In addition, some of these government programs have, or may have, the ability to give rise to new competitors. For instance, the FDIC has introduced a bidding process for institutions that have been or will be placed into receivership by federal or state regulators. This process is open to existing financial institutions, as well as groups without pre-existing operations. The impact of ongoing government intervention is difficult to predict and could adversely affect our competitive standing and profitability. The New York Market Substantially all of our business is located in the New York metropolitan area. We believe the New York metropolitan area economy presents an attractive opportunity to further grow an independent financial services company oriented to the needs of the New York metropolitan area economic marketplace. The New York Metropolitan Statistical Area (“MSA”) is, by far, the largest market in the United States for bank deposits. The MSA of New York, Long Island and Northern New Jersey is – with approximately $1.2 trillion in total deposits, as of June 30, 2012 – more than two and a half times larger than the second largest MSA in the U.S. (Philadelphia, Camden, Wilmington). The New York MSA is also home to the largest number of businesses with fewer than 500 employees in the nation. As of December 31, 2012, we operated 26 private client offices located in the New York metropolitan area. These 26 offices housed a total of 80 private client banking groups. As part of the continuing development of our business strategy, we expect to open additional offices in 2013. We believe these private client offices will allow us to expand our current operations in the New York metropolitan area. Information Technology and System Security We rely on industry leading technology companies to deliver software, support and certain disaster recovery services. Our core banking application software (DDA, Savings, Compliance, General Ledger, Teller, and Internet Banking) is provided by Fidelity Information Services. Our core brokerage systems are provided by and run at our clearing firm, National Financial Services, a subsidiary of Fidelity Financial Services Corp. Our personnel connect to the system via both dedicated and Internet based connections to Fidelity Financial Services in Boston, Massachusetts. Our information technology environment uses Fidelity Information Services’ technology center in Little Rock, Arkansas. This technology center includes dedicated “lights out” computer raised-floor space, as well as designated office space for information technology support personnel. A combination of backup power generation, uninterruptible power systems and 24 hour a day monitoring of the facility perimeters, hardware, operating system software, network connectivity, and building environmental systems minimizes the risk of any serious outage or security breach. For disaster recovery purposes, full redundancy of the Little Rock technology center is provided through a separate facility located in Jacksonville, Florida. Employees As of December 31, 2012, we had 844 full-time equivalent employees, 510 of whom were officers. None of our employees is represented by a collective bargaining agreement. We consider our relations with our employees to be good. 15 Regulation and Supervision The following is a general summary of the material aspects of certain statutes and regulations applicable to Signature Bank and its subsidiaries. These summary descriptions are not complete, and you should refer to the full text of the statutes, regulations, and corresponding guidance for more information. These statutes and regulations are subject to change, and additional statutes, regulations, and corresponding guidance may be adopted. 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 Signature Bank and its subsidiaries. As a state-chartered bank, the deposits of which are insured by the FDIC, we and our subsidiaries are subject to a comprehensive system of bank supervision administered by federal and state banking agencies. Because we are chartered under the laws of the State of New York, the New York State Department of Financial Services is our primary regulator. The FDIC is our primary federal banking regulator because we are not a member of the Federal Reserve System. These regulators oversee our compliance with applicable federal and New York laws and regulations governing our activities, operations, and business. The primary purpose of the U.S. system of bank supervision is to ensure the safety and soundness of banks in order to protect depositors, the FDIC insurance fund, and the financial system generally. It is not primarily intended to protect the interest of shareholders. Thus, if we were to violate banking law and regulations, including engaging in unsafe or unsound practices, we could be subject to enforcement actions and other sanctions that could be detrimental to shareholders. 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. See “Risk Factors – We are subject to significant government regulation.” Safety and Soundness Regulation New York law governs our authority to engage in deposit-taking, lending, investing, and other activities. New York law also imposes restrictions intended to ensure our safety and soundness, including limitations on the amount of money we can lend to a single borrower (generally, 15% of capital; 25% if the loan is secured by certain types of collateral), prohibitions on engaging in activities such as investing in equity securities or non-financial commodities, and prohibitions on making loans secured by our own capital stock. We are subject to comprehensive capital adequacy requirements intended to protect against losses that we may incur. FDIC regulations require that we maintain a minimum ratio of qualifying total capital to total risk-weighted assets (including off-balance sheet items) of 8.0%, at least one-half of which must be in the form of Tier 1 capital, and a ratio of Tier 1 capital to total risk-weighted assets of 4.0%. Tier 1 capital is generally defined as the sum of core capital elements less goodwill and certain other deductions. Core capital includes common shareholders’ equity, non-cumulative perpetual preferred stock, and minority interests in equity accounts of consolidated subsidiaries. Supplementary capital, which qualifies as Tier 2 capital and counts towards total capital subject to certain limits, includes allowances for loan losses, perpetual preferred stock, subordinated debt, and certain hybrid instruments. At December 31, 2012, our total risk-based capital ratio was 16.35%, and our Tier 1 risk-based capital ratio was 15.32%. We are also required to maintain a minimum leverage capital ratio - the ratio of Tier 1 capital (net of intangibles) to adjusted total assets. Banks that have received the highest rating of five categories used by regulators to rate banks and are not anticipating or experiencing any significant growth must maintain a leverage capital ratio of at least 3.0%. All other institutions must maintain a leverage capital ratio of 4.0%. At December 31, 2012, our leverage capital ratio was 9.51%. In addition, payments of dividends on our common stock may be subject to the prior approval of the New York State Department of Financial Services, and the FDIC. Under New York law, we are prohibited from declaring a dividend so long as there is any impairment of our capital stock. In addition, we would be required to obtain the approval of the New York State Department of Financial Services if the total of all our dividends declared in any calendar year would exceed the total of our net profits for that year combined with retained net profits of the preceding two years, less any required transfer to surplus or a fund for the retirement of any preferred stock. We 16 would also be required to obtain the approval of the FDIC prior to declaring a dividend if after paying the dividend we would be undercapitalized, significantly undercapitalized, or critically undercapitalized. The federal banking regulators are currently working on significant revisions to the capital adequacy regulations to implement the new capital accord issued by the Basel Committee on Bank Supervision in December 2010 (“Basel III”). The federal banking regulators issued proposed capital adequacy regulations in June 2012 and expect the final rules to be implemented in 2013. The Basel III proposed rules would add a new minimum common equity Tier 1 capital to risk-weighted assets ratio of 4.5%, and increase the minimum Tier 1 capital to risk-weighted assets ratio requirement from 4.0% to 6.0%. The proposed rules would also implement a new capital conservation buffer of at least 2.5%, which would limit payment of capital distributions and certain discretionary bonus payments to executive officers and key risk takers if the Bank does not hold certain amounts of common equity Tier 1 capital in addition to those needed to meet minimum risk-based capital requirements. We are currently reviewing the proposals, and based on our strong capital levels, we believe that Signature Bank would meet all capital adequacy requirements under the proposed rules and we do not expect the new rules, as proposed, will have a material impact on our business. The final implementation of the Basel III-based capital adequacy regulations, however, could force Signature Bank to raise additional capital to meet the new regulatory standards The federal banking agencies have also adopted guidelines establishing safety and soundness standards for all insured depository institutions. The safety and soundness guidelines relate to our internal controls, information systems, internal audit systems, loan underwriting and documentation, compensation, and interest rate exposure. The standards assist the federal banking agencies with early identification and resolution of problems at insured depository institutions. If we were to fail to meet these standards, the FDIC could require us to submit a compliance plan and take enforcement action if an acceptable compliance plan were not submitted. Prompt Corrective Action and Enforcement Powers We are also subject to FDIC regulations that apply to every FDIC-insured commercial bank and thrift institution, a system of mandatory and discretionary supervisory actions, and which generally become more severe as the capital levels of an individual institution decline. The regulations establish five capital categories for purposes of determining our treatment under these prompt corrective action provisions. We would be categorized as “well capitalized” under the regulations if (i) we have a total risk-based capital ratio of at least 10.0%; (ii) we have a Tier 1 risk-based capital ratio of at least 6.0%; (iii) we have a leverage capital ratio of at least 5.0%; and (iv) we are not subject to any written agreement, order, capital directive, or prompt corrective action directive issued by the FDIC to meet and maintain a specific capital level. We would be categorized as “adequately capitalized” if (i) we have a total risk-based capital ratio of at least 8.0%; (ii) we have a Tier 1 risk-based capital ratio of at least 4.0%; and (iii) we have a leverage capital ratio of at least 4.0% (3.0% if we are rated in the highest supervisory category). We would be categorized as “undercapitalized” if (i) we have a total risk-based capital ratio that is less than 8.0%; (ii) we have a Tier 1 risk-based capital ratio that is less than 4.0%; or (iii) we have a leverage capital ratio that is less than 4.0% (3.0% if we are rated in the highest supervisory category). We would be categorized as “significantly undercapitalized” if (i) we have a total risk-based capital ratio that is less than 6.0%; (ii) we have a Tier 1 risk-based capital ratio that is less than 3.0%; or (iii) we have a leverage capital ratio that is less than 3.0%. We would be categorized as “critically undercapitalized” and subject to provisions mandating appointment of a conservator or receiver if we have a ratio of “tangible equity” to total assets that is 2.0% or less. “Tangible equity” generally includes core capital plus cumulative perpetual preferred stock. At December 31, 2012, our total risk-based capital ratio was 16.35%; our Tier 1 risk-based capital ratio was 15.32%; and our leverage capital ratio was 9.51%. Each of these ratios exceeds the minimum ratio established for a “well capitalized” institution. In addition to measures taken under the prompt corrective action provisions, insured banks may be subject to potential actions by the federal regulators for unsafe or unsound practices in conducting their businesses or for violations of any law, rule, regulation or any condition imposed in writing by the agency or any written agreement with the agency. Enforcement actions may include the issuance of cease and desist orders, the imposition of civil 17 money penalties, the issuance of directives to increase capital, formal and informal agreements, or removal and prohibition orders against “institution-affiliated” parties, and termination of insurance of deposits. The New York State Department of Financial Services also has broad powers to enforce compliance with New York laws and regulations. The New York State Department of Financial Services and/or the FDIC examine us periodically for safety and soundness and for compliance with applicable laws. Dodd-Frank Act The Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”), signed into law on July 21, 2010, makes extensive changes to the laws regulating financial services firms. The Dodd-Frank Act also requires significant rulemaking and mandates 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 imposes new restrictions on investments and other activities by depository institutions, particularly with respect to derivatives activities and proprietary trading. The Dodd-Frank Act also gives 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 authorizes the federal regulators to impose various new assessments and fees, which could increase the Bank’s operational costs. 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. As of December 31, 2012, $4.44 billion, or 31.6%, of our total deposits were held in non-interest bearing demand deposit accounts. 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. The Dodd-Frank Act also established the new federal Consumer Financial Protection Bureau (“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 created 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. In accordance with deadlines set by the Dodd-Frank Act, the CFPB has issued final rules in January 2013 related to new mortgage servicing standards, and mortgage lending requirements that establishes a “qualified mortgage” which will fulfill the Dodd-Frank Act requirement that mortgages be provided to borrowers with an ability to repay. 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. Additionally the CFPB will have 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 will be 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 increase as a result of the consumer protection provisions of the Dodd-Frank Act. At this time, it is 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 impact the Dodd-Frank Act will 18 have on our competitors and on the financial services industry as a whole. In addition to the recent 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.  Other Regulatory Requirements We are subject to certain requirements and reporting obligations under the Community Reinvestment Act (“CRA”). The CRA generally requires federal banking agencies to evaluate the record of a financial institution in meeting the credit needs of its local communities, including low- and moderate-income neighborhoods. The CRA further requires the agencies to take into account our record of meeting community credit needs when evaluating applications for, among other things, new branches or mergers. The performance standards and examination frequency of CRA evaluations differ depending on whether a bank falls into the small or large bank categories. The FDIC’s most recent CRA examination concluded as of August 24, 2009 and the New York State Department of Financial Services’ most recent examination concluded on December 31, 2010. Signature Bank was evaluated under the large bank standards. In measuring our compliance with these CRA obligations, the regulators rely on a performance-based evaluation system that bases our CRA rating on our actual lending service and investment performance. In connection with their assessments of CRA performance, the FDIC and NYSBD assign a rating of “outstanding,” “satisfactory,” “needs to improve,” or “substantial noncompliance.” Signature Bank received a “satisfactory” CRA Assessment Rating from both regulatory agencies. 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, funds availability, privacy protection under the Gramm-Leach-Bliley Act of 1999, and prohibitions on discrimination in the provision of banking services. In addition, the 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. We must also comply with the anti-money laundering provisions of the Bank Secrecy Act, as amended by the USA PATRIOT Act, and implementing regulations issued by the FDIC and the U.S. Department of the Treasury. As a result, we must obtain and maintain certain records when opening accounts, monitor account activity for suspicious transactions, impose a heightened level of review on private banking accounts opened by non-U.S. persons and, when necessary, make certain reports to law enforcement or regulatory officials that are designed to assist in the detection and prevention of money laundering and terrorist financing activities. To this end, we are also required to maintain an anti-money laundering compliance program that includes policies, procedures, and internal controls; the appointment of an anti-money laundering compliance officer; an internal training program; and internal audits. Under FDIC regulations, we are required to pay premiums to the Deposit Insurance Fund to insure our deposit accounts. The FDIC utilizes a risk-based premium system in which an institution pays premiums for deposit insurance on the institution’s average consolidated total assets minus average tangible equity. For large insured depository institutions, generally defined as those with at least $10 billion in total assets, the assessment rate schedules combine regulatory ratings and financial measures into two scorecards, one for most large insured depository institutions and another for highly complex insured depository institutions, to calculate assessment rates. A highly complex institution is generally defined as an insured depository institution with more than $50 billion in total assets that is controlled by a parent company with more than $500 billion in total assets. Under the assessment rate schedules, the total base assessment rates range from two and one-half to forty-five basis points. In February 2011, the FDIC approved a new regulation to implement provisions of the Dodd-Frank Act that require deposit insurance assessments to be calculated based on an assessment base of average consolidated total assets minus average tangible equity, rather than the amount of domestic deposits held by insured institutions. Those regulations took effect on April 1, 2011 and are intended, among other things, to increase the aggregate share of assessments paid by institutions with assets of $10 billion or more. We must maintain reserves on transaction accounts. The maintenance of reserves increases our cost of funds because reserves must generally be maintained in cash or non-interest-bearing balances maintained directly or indirectly with a Federal Reserve Bank. 19 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 in another host state if state banks chartered in such host state would also be permitted to establish a branch in that state. 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 activities that the Federal Reserve has determined to be closely related to banking. Signature Securities is registered as a broker-dealer with and subject to supervision by the SEC. The SEC is the federal agency primarily responsible for the regulation of broker-dealers. Signature Securities is also subject to regulation by one of the brokerage industry’s self-regulatory organizations, the Financial Industry Regulatory Authority (“FINRA”). As a registered broker-dealer, Signature Securities is subject to the SEC’s uniform net capital rule. The purpose of the net capital rule is to require broker-dealers to have at all times enough liquid assets to satisfy promptly the claims of clients if the broker-dealer goes out of business. If Signature Securities fails to maintain the required net capital, the SEC and NASD may impose regulatory sanctions including suspension or revocation of its broker-dealer license. A change in the net capital rules, the imposition of new rules, or any unusually large charge against Signature Securities’ net capital could limit its operations. As a subsidiary of Signature Bank, Signature Securities is also subject to regulation and supervision by the New York State Department of Financial Services. Signature Securities currently is permitted to act as a broker and as a dealer in certain bank eligible securities. Signature Securities is also subject to state insurance regulation. In July 2004, Signature Securities received approval from the New York State Banking Department and the New York State Department of Insurance (collectively known as the New York State Department of Financial Services as of October 3, 2011) to act as an agent in the sale of insurance products. Signature Securities’ insurance activities are subject to extensive regulation under the laws of the various states where its clients are located. The applicable laws and regulations vary from state to state, and, in every state of the United States, an insurance broker or agent is required to have a license from that state. These licenses may be denied or revoked by the appropriate governmental agency for various reasons, including the violation of state regulations and conviction for crimes. Change in Control The approval of the New York State Banking Board is required before any person may acquire “control” of a banking institution, which includes Signature Bank and any company controlling Signature Bank. “Control” is defined as the possession, directly or indirectly, of the power to direct or cause the direction of management and policies of a banking institution through ownership of stock or otherwise and is presumed to exist if, among other things, any company owns, controls, or holds the power to vote 10% or more of the voting stock of a banking institution. As a result, any person or company that seeks to acquire 10% or more of our outstanding common stock must obtain prior regulatory approval. In addition to the New York requirements, the Bank Holding Company Act prohibits a company from, directly or indirectly, acquiring 25% or more (5% if the acquirer is a bank holding company) of any class of our voting stock or obtaining the ability to control in any manner the election of a majority of our directors or otherwise directing the management or policies of our company without prior application to and the approval of the Federal Reserve. Moreover, under the Change in Bank Control Act, any individual who intends to acquire 10% or more of any class of our voting stock or otherwise obtain control over us could be required to provide prior notice to and obtain the non-objection of the FDIC. 20 ITEM 1A. RISK FACTORS If any of the following risks actually occur, our business, financial condition or operating results could be materially adversely affected. Additional risks and uncertainties not presently known to us or that we currently deem immaterial may also impair our business operations. As a result, we cannot predict every risk factor, nor can we assess the impact of all of the risk factors on our businesses or to the extent to which any factor, or combination of factors, may impact our financial condition and results of operation. Risks Relating to Our Business Current disruption and volatility in global financial markets might continue and the federal government has and may continue to take measures to intervene. Since late 2007, global financial markets have experienced periods of extraordinary disruption and volatility following adverse changes in the global economy and, in particular, the credit markets. The federal government has taken significant measures in response to these events, such as enactment of the Emergency Economic Stabilization Act of 2008 and other regulatory actions applicable to financial institutions. We cannot predict the federal government’s responses to any further dislocation and instability and potential future government responses and changes in law or regulation, may affect our business, results of operations and financial conditions. Economic conditions in Europe remain uncertain, particularly with respect to the sovereign debt of certain countries within the European Union. Although we are not directly exposed to risk associated with European sovereign debt and are not materially exposed to risk associated with European non-sovereign debt, we do hold a material amount of corporate debt of U.S. financial institutions that have material exposure to European sovereign and non-sovereign debt. As such, further deterioration of the economic conditions in Europe could have a material adverse effect on the issuers of corporate debt that we hold. If such an effect were to negatively impact the ability of such issuers to pay their debts, it could have a material adverse effect on our results of operations and financial condition. Difficult market conditions have adversely affected our industry. Volatility in the housing market over the past several years, together with persistent unemployment and under- employment, have negatively impacted the credit performance of mortgage loans and resulted in significant write- downs of asset values by financial institutions. The market for commercial loans (including commercial and industrial loans and loans secured by commercial real estate) and multi-family mortgage loans has also been adversely affected. Fragile conditions could lead to a return of the adverse effects of these difficult market conditions on us. In particular, we may face the following risks in connection with these events: • Commercial loans (including commercial and industrial loans and loans secured by commercial real estate) and multi-family mortgage loans constitute a substantial portion of our loan activity and loan portfolio. If the difficult market conditions that we have faced over the last several years continue, losses on such loans could increase significantly, which could adversely affect our financial condition and results of operations. • Market developments may affect confidence levels and may cause declines in credit usage and adverse changes in payment patterns, causing increases in delinquencies and default rates, which we expect would impact our provision for loan and lease losses. • The process we use to estimate losses inherent in our credit exposure requires difficult, subjective, and complex judgments, including forecasts of economic conditions and how these economic predictions might impair the ability of our borrowers to repay their loans, which may no longer be capable of accurate estimation which may, in turn, impact the reliability of the process. We may be unable to successfully implement our business strategy. We intend to continue to pursue our strategy for growth. In order to execute this strategy successfully, we must, among other things: • assess market conditions for growth; • build our client base; • maintain credit quality; 21 • properly manage risks, including operational risks, credit risks and interest rate risks; • attract sufficient core deposits to fund our anticipated loan growth; • identify and attract new banking group directors; • identify and pursue suitable opportunities for opening new banking locations; and • maintain sufficient capital to satisfy regulatory requirements. Failure to manage our growth effectively could have a material adverse effect on our business, future prospects, financial condition or results of operations and could adversely affect our ability to successfully implement our growth strategy. We may be unable to successfully integrate new business lines into our existing operations. During 2012, we established Signature Financial, a specialty finance company focused on equipment finance and leasing, transportation financing and taxi medallion financing. Although we have expended substantial managerial, operating and financial resources during 2012 to integrate Signature Financial, we may be unable to successfully continue the integration of Signature Financial, and we may be unable to realize the expected revenue contributions. We will be required to employ and maintain qualified personnel, and as Signature Financial expands into new and existing markets, we may be required to install additional operational and control systems. Our failure to successfully manage the integration into our existing operations may adversely affect our future financial condition and results of operations. Our operations are significantly affected by interest rate levels and we are especially vulnerable to changes in interest rates. We incur interest rate risk. Our income and cash flows and the value of our assets depend to a great extent on the difference between the interest rates we earn on interest-earning assets, such as loans and investment securities, and the interest rates we pay on interest-bearing liabilities such as deposits and borrowings. These rates are highly sensitive to many factors which are beyond our control, including general economic conditions and policies of various governmental and regulatory agencies, in particular, the Federal Reserve. Changes in monetary policy, including changes in interest rates, significantly influence the interest we earn on our loans and investment securities and the amount of interest we pay on deposits. In addition, such changes can significantly affect our ability to originate loans and obtain deposits and our costs in doing so. If the rate of interest we pay on our deposits and other borrowings increases more than the rate of interest we earn on our loans and other investments, our net interest income and, therefore, our earnings could be materially adversely affected. Our earnings could also be materially adversely affected if the interest rates on our loans and other investments fall more quickly than those on our deposits and other borrowings or if they remain low relative to the rates on our deposits and other borrowings. Furthermore, an increase in interest rates may negatively affect the market value of securities in our investment portfolio. Our fixed-rate securities, generally, are more negatively affected by these increases. A reduction in the market value of our portfolio will increase the unrealized loss position of our available-for-sale investments. Any of these events could materially adversely affect our results of operations or financial condition. We compete with many larger financial institutions which have substantially greater financial and other resources than we have. There is significant competition among commercial banking institutions in the New York metropolitan area. We compete with bank holding companies, national and state-chartered commercial banks, savings and loan associations, consumer finance companies, credit unions, securities brokerage firms, insurance companies, mortgage banking companies, money market mutual funds, asset-based non-bank lenders, and other financial institutions. Many of these competitors have substantially greater financial resources, lending limits and larger office networks than we do, and are able to offer a broader range of products and services than we can. Because we compete against larger institutions, our failure to compete effectively for deposit, loan and other clients in our markets could cause us to lose market share or slow our growth rate and could have a material adverse effect on our financial condition and results of operations. The market for banking and brokerage services is extremely competitive and allows consumers to access financial products and compare interest rates and services from numerous financial institutions located across the United States. As a result, clients of all financial institutions, including those within our target market, are sensitive to 22 competitive interest rate levels and services. Our future success in attracting and retaining client deposits depends, in part, on our ability to offer competitive rates and services. Competition with respect to the rates we pay on deposits relative to the rates we obtain on our loans and other investments may put pressure on our profitability. Our clients are also particularly attracted to the level of personalized service we can provide. Our business could be impaired if our clients believe other banks provide better service or if they come to believe that higher rates are more important to them than better service. In addition, the financial services industry is undergoing rapid technological changes, with frequent introductions of new technology-driven products and services. In addition to improving the ability to serve clients, the effective use of technology increases efficiency and enables financial institutions to reduce costs. In addition, these technological advancements have made it possible for non-financial institutions to offer products and services that have traditionally been offered by financial institutions. Our future success will depend, in part, upon our ability to address the needs of our clients by using technology, including the use of the Internet, to provide products and services that will satisfy client demands for convenience, as well as to create additional efficiencies in our operations. Because many of our competitors have substantially greater resources to invest in technological improvements than we do, these institutions could pose a significant competitive threat to us. Government intervention in the banking industry has the potential to change the competitive landscape. There has been significant government intervention in the banking industry recently, including equity investments, liquidity facilities and guarantees. Given the recent state of the global economy, it is possible that the government will take further steps to intervene in the banking industry. These actions have changed and have the potential to further change the competitive landscape significantly. For example, clients may view some of our competitors as being “too big to fail” and such competitors may thereby benefit from an implicit U.S. government guarantee beyond that provided to banks generally. Any such intervention could adversely affect our competitive standing and profitability. In addition, certain government programs introduced during the economic crisis may give rise to new competitors. For instance, the FDIC has introduced a bidding process for institutions that have been or will be placed into receivership by federal or state regulators. This process is open to existing financial institutions, as well as groups without pre-existing operations. This program and others like it that exist now or that may be developed in the future could give rise to a significant number of new competitors, which could have a material adverse effect on our business and results of operations. We are vulnerable to downgrades in credit ratings for securities within our investment portfolio. Although over 96% of our portfolio of investment securities was rated investment grade as of December 31, 2012, we remain exposed to potential investment rating downgrades by credit rating agencies of the issuers and guarantors of securities in our investment portfolio. A significant volume of downgrades would negatively impact the fair value of our securities portfolio, resulting in a potential increase in the unrealized loss in our investment portfolio, which could negatively affect our earnings. Rating downgrades of securities below investment grade level and other events may result in impairment of such securities, requiring recognition of the credit component of the other-than-temporary impairment as a charge to current earnings. We are vulnerable to illiquid market conditions, resulting in potential significant declines in the fair value of our investment portfolio. In cases of illiquid or dislocated marketplaces, there may not be an available market for certain securities in our portfolio. For example, mortgage-related assets have experienced, and are likely to continue to experience, periods of illiquidity, caused by, among other things, an absence of a willing buyer or an established market for these assets, or legal or contractual restrictions on sale. In addition, recent market conditions have created dislocations in the market for bank-collateralized pooled trust preferred securities and limited other securities that we hold. Continued adverse market conditions, including continued bank failures, could result in a significant decline in the fair value of these securities. We have in the past, and depending on the probability of a near-term market recovery, may in the future be required to recognize the credit component of the additional other-than- temporary impairments as a charge to current earnings resulting from the decline in the fair value of these securities. 23 We primarily invest in mortgage-backed obligations and such obligations have been, and are likely to continue to be, impacted by market dislocations, declining home values and prepayment risk, which may lead to volatility in cash flow and market risk and declines in the value of our investment portfolio. Our investment portfolio largely consists of mortgage-backed obligations primarily secured by pools of mortgages on single-family residences. The value of mortgage-backed obligations in our investment portfolio may fluctuate for several reasons, including (i) delinquencies and defaults on the mortgages underlying such obligations, due in part to high unemployment rates, (ii) falling home prices, (iii) lack of a liquid market for such obligations, (iv) uncertainties in respect of government-sponsored enterprises such as the Federal National Mortgage Association (“Fannie Mae”) or the Federal Home Loan Mortgage Corporation (“Freddie Mac”), which guarantee such obligations, and (v) the expiration of government stimulus initiatives. Home values have declined significantly over the last several years. Although home prices appear to have leveled off, if the value of homes were to further materially decline, the fair value of the mortgage-backed obligations in which we invest may also decline. Any such decline in the fair value of mortgage-backed obligations, or perceived market uncertainty about their fair value, could adversely affect our financial position and results of operations. In addition, when we acquire a mortgage-backed security, we anticipate that the underlying mortgages will prepay at a projected rate, thereby generating an expected yield. Prepayment rates generally increase as interest rates fall and decrease when rates rise, but changes in prepayment rates are difficult to predict. In light of historically low interest rates, many of our mortgage-backed securities have a higher interest rate than prevailing market rates, resulting in a premium purchase price. In accordance with applicable accounting standards, we amortize the premium over the expected life of the mortgage-backed security. If the mortgage loans securing the mortgage-backed security prepay more rapidly than anticipated, we would have to amortize the premium on an accelerated basis, which would thereby adversely affect our profitability. Continued adverse developments in the residential mortgage market may adversely affect the value of our investment portfolio. Over the last several years, the residential mortgage market in the United States has experienced a variety of difficulties resulting from changed economic conditions, including increased unemployment rates, heightened defaults, credit losses and liquidity concerns. These disruptions have adversely affected the performance and fair value of many of the types of financial instruments in which we invest and may continue to do so. Many residential mortgage-backed securities have been downgraded by rating agencies over the past several years, and rating agencies may further downgrade these securities in the future if conditions do not continue to improve. As a result of these difficulties and changed economic conditions, many companies operating in the mortgage sector have failed and others are facing serious operating and financial challenges. While the Federal Reserve has taken certain actions in an effort to ameliorate the current market conditions, its efforts may be ineffective. As a result of these factors, among others, the market for these securities may be adversely affected for a significant period of time. Adverse conditions in the residential mortgage market have also negatively impacted other sectors in which the issuers of securities in which we invest operate, which has adversely affected, and may continue to adversely affect, the fair value of such securities, including private collateralized mortgage obligations and bank- collateralized pooled trust preferred securities, in our investment portfolio. If the U.S. agencies or U.S. government-sponsored enterprises were unable to pay or to guarantee payments on their securities in which we invest, our results of operations would be adversely affected. A large portion of our investment portfolio consists of mortgage-backed securities and collateralized mortgage obligations issued or guaranteed by Fannie Mae or Freddie Mac and debentures issued by the Federal Home Loan Banks, Fannie Mae, and Freddie Mac. Fannie Mae, Freddie Mac, and the Federal Home Loan Banks are U.S. government-sponsored enterprises but their guarantees and debt obligations are not backed by the full faith and credit of the United States. The economic crisis, especially as it relates to the residential mortgage market, adversely affected the financial results and stock values of Fannie Mae and Freddie Mac and resulted in the value of the debt securities issued or guaranteed by Fannie Mae and Freddie Mac becoming unstable and relatively illiquid compared to prior periods. Fannie Mae and Freddie Mac have reported substantial losses in recent years and continue to experience significant difficulties stemming from recent market disruptions, including significant increases in credit-related expenses and credit losses. If Fannie Mae and Freddie Mac continue to suffer significant losses and their stock 24 values continue to decline, investors may perceive these entities as financially unstable, which may decrease the liquidity of debt securities issued or guaranteed by them, further exacerbate declines in the fair value of such securities, threaten such entities’ financial stability, and adversely affect their ability to honor their respective guarantees and debt obligations. Further, any actual or perceived financial challenges at either Fannie Mae or Freddie Mac could cause rating agencies to downgrade the corporate credit ratings of Fannie Mae or Freddie Mac. Moody’s Investor Services (“Moody’s”) Bank Financial Strength Rating (“BFSR”), measures the likelihood that a financial institution will require financial assistance. In 2008, Fannie Mae’s and Freddie Mac’s BFSRs were downgraded substantially. While both the Federal Reserve and the federal regulator of Fannie Mae and Freddie Mac have taken actions to back the safety and soundness of these entities and to improve liquidity in the financial markets, there is still much concern in the marketplace about these entities. In July 2008, the U.S. Congress enacted a law granting the U.S. Treasury Department the authority to extend additional credit to Fannie Mae and Freddie Mac in order to prevent their failure and creating the Federal Housing Finance Agency to regulate the government-sponsored enterprises. On September 7, 2008, the U.S. Treasury Department announced that the U.S. government would place Fannie Mae and Freddie Mac into conservatorship, purchase senior preferred equity shares in each entity, establish a new secured lending credit facility available to both entities and purchase mortgage-backed securities of Fannie Mae and Freddie Mac. On August 8, 2011, Standard and Poor’s downgraded the credit rating of Fannie Mae and Freddie Mac citing the downgrade of the federal government’s AAA status, and there is no guarantee that these entities will not suffer further downgrades and negative results in the future. Should the U.S. government contain, reduce or eliminate support for the financial stability of Fannie Mae, Freddie Mac and the Federal Home Loan Banks, the ability for those entities to operate as independent entities is questionable. Any failure by Fannie Mae, Freddie Mac, or the Federal Home Loan Banks to honor their guarantees of mortgage-backed securities, debt or other obligations will have severe ramifications for the capital markets and financial industry. Any failure by Fannie Mae, Freddie Mac, or the Federal Home Loan Banks to pay principal or interest on their mortgage guarantee and debentures when due could also materially adversely affect our results of operations and financial condition. In February 2011, the U.S. Treasury released a proposal to gradually dissolve Fannie Mae and Freddie Mac and reduce the government’s involvement in the mortgage system. We are unable to predict whether this or another proposal will be adopted, and, if so, what the effect of such proposal may be. There are material risks involved in commercial lending that could adversely affect our business. Commercial loans represented approximately 93% of our total loan portfolio as of December 31, 2012 and primarily consist of loans to our privately-owned business clients. Our credit-rated commercial loans include commercial and industrial loans along with loans to commercial borrowers that are secured by real estate (commercial property, multi-family residential property, 1-4 family residential property, and construction and land). Commercial loans generally involve a higher degree of credit risk than residential mortgage loans due, in part, to their larger average size and less readily-marketable collateral. In addition, unlike residential mortgage loans, commercial loans generally depend on the cash flow of the borrower’s business to service the debt. A significant portion of our commercial loans depend primarily on the liquidation of assets securing the loan for repayment, such as inventory and accounts receivable. These loans carry incrementally higher risk, because their repayment is often dependent solely on the financial performance of the borrower’s business. Adverse economic conditions or other factors adversely affecting our target market segment may have a greater adverse effect on us than on other financial institutions that have a more diversified client base. Our business plan calls for continued efforts to increase our assets invested in commercial loans. For all of these reasons, increases in non-performing commercial loans could result in operating losses, impaired liquidity and the erosion of our capital, and could have a material adverse effect on our financial condition and results of operations. Credit market tightening could adversely affect our commercial borrowers through declines in their business activities and adversely impact their overall liquidity through the diminished availability of other borrowing sources or otherwise. Our business and a large portion of our real estate collateral is concentrated in the New York metropolitan area and a downturn in the economy of the New York metropolitan area may adversely affect our business. Substantially all of our business is located in the New York metropolitan area. In addition, as of December 31, 2012, substantially all of the real estate collateral for the loans in our portfolio was located within the New York metropolitan area. As a result, our financial condition and results of operations may be affected by changes in the economy and the real estate market of the New York metropolitan area. A prolonged period of economic 25 recession or other adverse economic conditions in the New York metropolitan area may result in an increase in nonpayment of loans, a decrease in collateral value, and an increase in our ALLL. In addition, our geographic concentration in the New York metropolitan area heightens our exposure to future terrorist attacks or other disasters, which may adversely affect our business and that of our clients and result in a material decrease in our revenues. Future terrorist attacks or other disasters cannot be predicted, and their occurrence can be expected to further negatively affect the U.S. economy generally and specifically the regional market in which we operate. If the value of real estate were to decline materially, a significant portion of our loan portfolio could become under-collateralized, which would have a material adverse effect on us. As of December 31, 2012, approximately 78% of the collateral for the loans in our portfolio consisted of real estate. The market value of real estate, particularly real estate held for investment, can fluctuate significantly in a short period of time as a result of market conditions in the geographic area in which the real estate is located. If the value of the real estate serving as collateral for our loan portfolio were to decline materially, a portion of our loan portfolio could become under-collateralized. If the loans that are collateralized by real estate become troubled during a time when market conditions are declining or have declined, we may not be able to realize the value of the collateral that we anticipated at the time of originating the loan, which could have a material adverse effect on our provision for loan and lease losses and our financial condition and results of operations. As the size of our loan portfolio grows, the risks associated with our loan portfolio may be exacerbated. As we grow our business and hire additional banking teams, the size of our loan portfolio grows, which can exacerbate the risks associated with that portfolio. Although we attempt to minimize our credit risk through certain procedures, including monitoring the concentration of our loans within specific industries, we cannot assure you that these procedures will remain as effective when the size of our loan portfolio increases. This may result in an increase in charge-offs or underperforming loans, which could adversely affect our business. Our failure to effectively manage our credit risk could have a material adverse effect on our financial condition and results of operations. There are risks inherent in making any loan, including repayment risks associated with, among other things, the period of time over which the loan may be repaid, changes in economic and industry conditions, dealings with individual borrowers and uncertainties as to the future value of collateral. Although we attempt to minimize our credit risk by monitoring the concentration of our loans within specific industries and through what we believe to be prudent loan application approval procedures, we cannot assure you that such monitoring and approval procedures will reduce these lending risks. In addition, we are subject to credit risk in our investment portfolio. Our investments include debentures, mortgage-backed securities and collateralized mortgage obligations issued or guaranteed by U.S. government- sponsored enterprises, such as Fannie Mae, Freddie Mac and the Federal Home Loan Banks, as well as collateralized mortgage obligations, bank-collateralized pooled trust preferred securities and other debt securities issued by private issuers. The issuers of our trust preferred securities include several depositary institutions that have suffered significant losses since the onset of the economic crisis. We are exposed to credit risks associated with the issuers of the debt securities in which we invest. Further, with respect to the mortgage-backed securities in which we invest, we also are affected by the credit risk associated with the borrowers of the loans underlying these securities. Lack of seasoning of the mortgage loans underlying our investment portfolio may increase the risk of credit defaults in the future. The mortgage loans underlying certain mortgage-backed obligations in which we invest also may not begin to show signs of credit deterioration until they have been outstanding for some period of time. Because the mortgage loans underlying certain of the mortgage-backed obligations in our investment portfolio are relatively new, the level of delinquencies and defaults on such loans may increase in the future, thus adversely affecting the mortgage-backed obligations we hold. Our ALLL may not be sufficient to absorb actual losses. Experience in the banking industry indicates that a portion of our loans will become delinquent, and that some of these loans may be only partially repaid or may never be repaid at all. Despite our underwriting criteria, we 26 experience losses for reasons beyond our control, including general economic conditions. A prolonged period of economic recession or other adverse economic conditions in the New York metropolitan area may result in an increase in nonpayment of loans, a decrease in collateral value, and an increase in our ALLL. Although we believe that our ALLL is maintained at a level adequate to absorb any inherent losses in our loan portfolio, these estimates of loan losses are necessarily subjective and their accuracy depends on the outcome of future events, some of which are beyond our control. We may need to make significant and unanticipated increases in our loss allowances in the future, which would materially adversely affect our financial condition and results of operations. In addition, bank regulators, as an integral part of their supervisory functions, periodically review our loan portfolio and related ALLL. These regulatory agencies may require us to increase our provision for loan and lease losses or to recognize further loan charge-offs based upon their judgments, which may be different from ours. An increase in the ALLL required by these regulatory agencies could materially adversely affect our financial condition and results of operations. We rely on the Federal Home Loan Bank of New York for secondary and contingent liquidity sources. We utilize the Federal Home Loan Bank (or “FHLB”) of New York for secondary and contingent sources of liquidity. Also, from time to time, we utilize this borrowing source to capitalize on market opportunities to fund investment and loan initiatives. Our FHLB borrowings were approximately $590.0 million at December 31, 2012. Because we rely on the FHLB for liquidity, if we were unable to borrow from the FHLB, we would need to find alternative sources of liquidity, which may be available only at a higher cost and on terms that do not match the structure of our liabilities as well as FHLB borrowings do. As a member of the FHLB, we are required to purchase capital stock of the FHLB as partial collateral and to pledge marketable securities or loans for this borrowing. At December 31, 2012, we held $50.0 million of FHLB stock. We are dependent upon key personnel. Our success depends to a significant extent upon the performance of certain key executive officers and employees, the loss of any of whom could have a material adverse effect on our business. Our key executive officers and employees include our Chairman, Scott Shay, our President and Chief Executive Officer, Joseph DePaolo, and our Vice-Chairman, John Tamberlane. Although we have entered into agreements with Messrs. Shay and DePaolo, we have not entered into an agreement with Mr. Tamberlane and we generally do not have employment agreements with our key personnel. We adopted an equity incentive plan and a change of control plan for key personnel in connection with the consummation of our initial public offering. Even though we are party to these agreements and sponsor these plans, we cannot assure you that we will be successful in retaining any of our key executive officers and employees. Our business is built around group directors, who are principally responsible for our client relationships. A principal component of our strategy is to increase market penetration by recruiting and retaining experienced group directors, their groups, loan officers and other management professionals. Competition for experienced personnel within the commercial banking, brokerage and insurance industries is strong and we may not be successful in attracting and retaining the personnel we require. We cannot assure you that our recruiting efforts will be successful or that they will enhance our business, results of operations or financial condition. In addition, our group directors may leave us at any time for any reason. They are not under contractual restrictions to remain with us and would not be bound by non-competition agreements or non-solicitation agreements if they were to leave us. If even a small number of our key group directors were to leave, our business could be materially adversely affected. We cannot assure you that such losses of group directors or other professionals will not occur. Our SBA division is also dependent upon relationships our SBA professionals have developed with clients from whom we purchase loans and upon relationships with investors in pooled securities. The loss of a key member of our SBA division team may lead to the loss of existing clients. We cannot assure you that we will be able to recruit qualified replacements with a comparable level of expertise and relationship base. We may not be able to acquire suitable client relationship groups or manage our growth. A principal component of our growth strategy is to increase market penetration and product diversification by recruiting group directors and their groups. However, we believe that there are a limited number of potential group directors and groups that will meet our development strategy and other recruiting criteria. As a result, we cannot 27 assure you that we will identify potential group directors and groups that will contribute to our growth. Even if suitable candidates are identified, we cannot assure you that we will be successful in attracting them, as they may opt instead to join our competitors. Even if we are successful in attracting these group directors and groups, we cannot assure you that they will be successful in bringing additional clients and business to us. Furthermore, the addition of new groups involves several risks including risks relating to the quality of the book of business that may be contributed, adverse personnel relations and loss of clients because of a change of institutional identity. In addition, the process of integrating new groups could divert management time and resources from attention to existing clients. We cannot assure you that we will be able to successfully integrate any new group that we may acquire or that any new group that we acquire will enhance our business, results of operations, cash flows or financial condition. Provisions in our charter documents may delay or prevent our acquisition by a third party. Our restated Certificate of Organization (as amended) and By-laws contain provisions that may make it more difficult for a third party to acquire control of us without the approval of our Board of Directors. For example, our Certificate of Organization authorizes our Board of Directors to determine the rights, preferences, privileges and restrictions of unissued series of common stock and preferred stock, without any vote or action by our stockholders. As a result, our Board of Directors can authorize and issue shares of preferred stock with voting or conversion rights that could adversely affect the voting or other rights of holders of our common stock. Additionally, our By-laws contain provisions that separate our Board of Directors into three separate classes with staggered terms of office and provisions that restrict the ability of shareholders to take action without a meeting. These provisions could delay, prevent or deter a merger, acquisition, tender offer, proxy contest or other transaction that might otherwise result in our stockholders receiving a premium over the market price for their common stock. There are substantial regulatory limitations on changes of control. Federal law prohibits a company or a group of persons deemed to be “acting in concert” from, directly or indirectly, acquiring 25% or more (5% if the acquirer is a bank holding company) of any class of our voting stock or obtaining the ability to control in any manner the election of a majority of our directors or otherwise to direct the management or policies of our company without prior application to and the approval of the Board of Governors of the Federal Reserve System. Moreover, any individual who acquires 10% or more of our voting stock or otherwise obtains control over Signature Bank would be required to notify, and could be required to obtain the non-objection of, the FDIC. Finally, any person acquiring 10% or more of our voting stock would be required to obtain approval of the New York State Department of Financial Services. Accordingly, prospective investors need to be aware of and comply with these requirements, if applicable, in connection with any purchase of shares of our common stock. This may effectively reduce the number of investors who might be interested in investing in our stock and also limits the ability of investors to purchase us or cause a change in control. Curtailment of government guaranteed loan programs could affect our SBA business. Our SBA business relies on the purchasing, pooling and selling of government guaranteed loans, in particular those guaranteed by the SBA. From time to time, the government agencies that guarantee these loans reach their internal limits and cease to guarantee loans for a period of time. In addition, these agencies may change their rules for loans or Congress may adopt legislation that would have the effect of discontinuing or changing the programs. If changes occur, the volumes of loans that qualify for government guarantees could decline. Lower volumes of origination of government guaranteed loans may reduce the profitability of our SBA business. We rely extensively on outsourcing to provide cost-effective operational support. We make extensive use of outsourcing to provide cost-effective operational support with service levels consistent with large bank operations, including key banking, brokerage and insurance systems. For example, under the clearing agreement Signature Securities has entered into with National Financial Services (a Fidelity Investments company), National Financial Services processes all securities transactions for the account of Signature Securities and the accounts of its clients. Services of the clearing firm include billing and credit extension and control, receipt, custody and delivery of securities. Signature Securities is dependent on the ability of its clearing firm to process securities transactions in an orderly fashion. In addition, Fidelity Information Services provides us with all our core banking applications. Our outsourcing agreements can generally be terminated by either party upon notice. The termination of some of our outsourcing agreements, including the agreements with National Financial 28 Services and Fidelity Information Services, could result in a disruption of service that could have a material adverse effect on our financial condition and results of operations. System failures or breaches of our network security could subject us to increased operating costs as well as litigation and other liabilities. The computer systems and network infrastructure we use could be vulnerable to unforeseen problems. Our operations are dependent upon our ability to protect our computer equipment against damage from fire, power loss, telecommunications failure or other similar catastrophic events. Any damage or failure that causes an interruption in our operations could have a material adverse effect on our financial condition and results of operations. In addition, our operations are dependent upon our ability to protect our computer systems and network infrastructure against damage from physical break-ins, security breaches, hackers, viruses and other malware and other disruptive problems. Such computer break-ins, whether physical or electronic, and other disruptions could jeopardize the security of information stored in and transmitted through our computer systems and network infrastructure, which may result in significant liability to us and deter potential clients. Although we, with the help of third-party service providers, have and intend to continue to implement security technology and establish operational procedures to prevent such damage, there can be no assurance that these security measures will be successful. In addition, advances in computer capabilities, new discoveries in the field of cryptography or other developments could result in a compromise or breach of the algorithms we and our third- party service providers use to protect client transaction data. A failure of such security measures could have a material adverse effect on our financial condition and results of operations. Although we carry specific “cyber” insurance coverage, which would apply in the event of various breach scenarios, the amount of coverage may not be adequate in any particular case. In addition, cyber threat scenarios are inherently difficult to predict and can take many forms, some of which may not be covered under our cyber insurance coverage. Furthermore, the occurrence of a cyber threat scenario could cause interruptions in our operations, which could in turn have a material adverse effect on our financial condition and results of operations. Decreases in trading volumes or prices could harm the business and profitability of Signature Securities. Declines in the volume of securities trading and in market liquidity generally result in lower revenues from our brokerage and related activities. The profitability of our Signature Securities business would be adversely affected by a decline in revenues because a significant portion of its costs are fixed. For these reasons, decreases in trading volume or securities prices could have a material adverse effect on our business, financial condition and results of operations. We have not historically paid, and do not presently intend to pay, cash dividends. Furthermore, our ability to pay cash dividends is restricted. We have not paid any cash dividends on our common stock to date and do not intend to pay cash dividends on our common stock in the near future. We intend to retain earnings to finance operations and the expansion of our business. Therefore, any return on your investment in our common stock must come from an increase in its market price. In addition, payments of dividends will be subject to the prior approval by the FDIC if, after having paid a dividend, we would be undercapitalized, significantly undercapitalized or critically undercapitalized, and by the New York State Department of Financial Services under certain conditions. Our ability to pay dividends will also depend upon the amount of cash available to us from our subsidiaries. Restrictions on our subsidiaries’ ability to make dividends or advances to us will tend to limit our ability to pay dividends to our shareholders. We may be responsible for environmental claims. There is a risk that hazardous or toxic waste could be found on the properties that secure our loans. In such event, we could be held responsible for the cost of cleaning up or removing such waste, and such cost could significantly exceed the value of the underlying properties and adversely affect our profitability. Additionally, even if we are not held responsible for these cleanup and removal costs, the value of the collateralized property could be significantly lower than originally projected, thus adversely affecting the value of our security interest. Although we have policies and procedures that require us to perform environmental due diligence prior to accepting a property as collateral and an environmental review before initiating any foreclosure action on real property, there can be no assurance that this will be sufficient to protect us from all potential environmental liabilities associated with collateralized properties. 29 We may not be able to raise the additional funding needed for our operations. If we are unable to generate profits and cash flow on a consistent basis, we may need to arrange for additional financing to support our business. Although we have completed a number of successful capital raising transactions, including the July 2011 public offering of 4,715,000 shares of our common stock, we cannot assure you that, if needed or desired, we would be able to obtain additional capital or financing on commercially reasonable terms or at all, especially in light of current capital and credit market conditions. Our failure to obtain sufficient capital or financing could have a material adverse effect on our growth, on our ability to compete effectively and on our financial condition and results of operations. The misconduct of employees or their failure to abide by regulatory requirements are difficult to detect and deter. Employee misconduct could subject us to financial losses or regulatory sanctions and seriously harm our reputation. It is not always possible to deter employee misconduct, and the precautions we take to prevent and detect this activity may not be effective in all cases. Misconduct by our employees could include hiding unauthorized activities from us, improper or unauthorized activities on behalf of clients or improper use of confidential information. Employee errors in recording or executing transactions for clients could cause us to enter into transactions that clients may disavow and refuse to settle. These transactions expose us to risks of loss, which can be material, until we detect the errors in question and unwind or reverse the transactions. As with any unsettled transaction, adverse movements in the prices of the securities involved in these transactions before we unwind or reverse them can increase these risks. All of our securities professionals are required by law to be licensed with our subsidiary, Signature Securities, a licensed securities broker-dealer. Under these requirements, these securities professionals are subject to our supervision in the area of compliance with federal and applicable state securities laws, rules and regulations, as well as the rules and regulations of self-regulatory organizations such as FINRA. The violation of any regulatory requirements by us or our securities professionals could jeopardize Signature Securities’ broker-dealer license or other licenses and could subject us to liability to clients. We are subject to losses resulting from fraudulent or negligent acts on the part of our clients or other third parties. We rely heavily upon information supplied by our clients and by third parties, including the information included in loan applications, property appraisals, title information, and employment and income documentation, in deciding which loans we will originate, as well as the terms of those loans. If any of the information upon which we rely is misrepresented, either fraudulently or inadvertently, and the misrepresentation is not detected prior to loan funding, the value of the loan may be significantly lower than we had expected, or we may fund a loan that we would not have funded or on terms that we would not have extended. Whether a misrepresentation is made by the loan applicant, a mortgage broker, or another third party, we generally bear the risk of loss associated with the misrepresentation. A loan subject to a material misrepresentation is typically unable to be sold or subject to repurchase if sold prior to the detection of the misrepresentation. The sources of the misrepresentation are often difficult to locate and it is often difficult to recover any of the monetary losses we have suffered. Although we maintain a system of internal controls to mitigate against such occurrences and maintain insurance coverage for such risks that are insurable, we cannot assure you that we have detected or will detect all misrepresented information in our loan originations operations. The failure of our brokerage clients to meet their margin requirements may cause us to incur significant liabilities. The brokerage business of Signature Securities, by its nature, is subject to risks related to potential defaults by our clients in paying for securities they have agreed to purchase and for securities they have agreed to sell and deliver. National Financial Services provides clearing services to our brokerage business, including the confirmation, receipt, execution, settlement, and delivery functions involved in securities transactions, as well as the safekeeping of clients’ securities and assets and certain client record keeping, data processing, and reporting functions. National Financial Services makes margin loans to our clients to purchase securities with funds they borrow from National Financial Services. We must indemnify National Financial Services for, among other things, any loss or expense incurred due to defaults by our clients in failing to repay margin loans or to maintain adequate collateral for those loans. We are subject to risks inherent in extending margin credit, especially during periods of rapidly declining markets. 30 Our business may be adversely impacted by severe weather as well as acts of war or terrorism and other external events. Our primary markets are located near coastal waters, which could generate naturally occurring severe weather that could have a significant impact on our business. In addition, New York City remains a central target for potential acts of war or terrorism against the United States and our operations and the operations of our vendors, suppliers and clients may be subject to disruption from a variety of causes, including work stoppages, financial difficulties, fire, earthquakes, flooding or other natural disasters. Such events could have a significant impact on our ability to conduct our business and could affect the ability of our borrowers to repay their loans, impair the value of the collateral securing our loans, and could cause significant property damage, thus increasing our expenses and/or reducing our revenues. In addition, such events could affect the ability of our depositors to maintain their deposits with us and adverse consequences may also result with regard to the disruption in the operations of our vendors, suppliers and clients, which could have a material effect upon our business. Although we have established disaster recovery policies and procedures, the occurrence of any such event could have a material adverse effect on our business which, in turn, could have a material adverse effect on our financial condition and results of operations. Our business may be adversely impacted by Superstorm Sandy During late October 2012, Superstorm Sandy made landfall on the east coast of the United States causing extensive damage throughout our market area. Although the storm’s impact to our infrastructure and the majority of our locations has been minimal, the damage may adversely affect the collateral securing some of our loans and the ability of our borrowers to repay their obligations to the Bank. In addition, the storm’s impact could affect the ability of our depositors to maintain their deposits with us. Thus far, we have not experienced a material financial impact from the storm, however, we are continuing our assessment of both the short-term and potential long-term impacts of the storm, which could have an adverse affect on our business, which, in turn, could have a material adverse effect on our future financial condition and results of operations. Changes in the federal or state tax laws may negatively impact our financial performance. We are subject to changes in tax law that could increase the effective tax rate payable to the state or federal government. These law changes may be retroactive to previous periods and as a result could negatively affect our current and future financial performance. Changes in accounting standards or interpretation in new or existing standards could materially affect our financial results. From time to time the Financial Accounting Standards Board (“FASB”) and the SEC change accounting regulations and reporting standards that govern our preparation of financial statements. In addition, the FASB, SEC, bank regulators and the outside independent auditors may revise their previous interpretations regarding existing accounting regulations and the application of these accounting standards. These revisions in their interpretations are out of our control and may have a material impact on our financial statements. We depend upon the accuracy and completeness of information about clients. In deciding whether to extend credit or enter into other transactions with clients, we may rely on information provided to us by clients, including financial statements and other financial information. We may also rely on representations of clients as to the accuracy and completeness of that information and, with respect to financial statements, on reports of independent auditors. For example, in deciding whether to extend credit to a business, we may assume that the client’s audited financial statements conform with generally accepted accounting principles and present fairly, in all material respects, the financial condition, results of operations and cash flows of the customer, and we may also rely on the audit report covering those financial statements. Our financial condition and results of operations could be negatively impacted to the extent we rely on financial statements that do not comply with generally accepted accounting principles or that are materially misleading. Risks Related to Our Industry We are subject to regulatory capital requirements. As a state-chartered bank, we are subject to various regulatory capital requirements administered by state and federal regulatory agencies. Failure to meet minimum capital requirements can initiate certain mandatory—and 31 possible additional discretionary—actions by regulators that, if undertaken, could have a direct material adverse effect on our financial statements. Under capital adequacy guidelines and the regulatory framework for prompt corrective action, we must meet specific capital guidelines that involve quantitative measures of our assets, liabilities, and certain off-balance sheet items as calculated under regulatory accounting practices. Our capital amounts and classifications are also subject to qualitative judgments by the regulators about components, risk weightings and other factors. We are required by FDIC regulations to maintain a minimum ratio of qualifying total capital to total risk-weighted assets (including off-balance sheet items) of 8.0%, at least one-half of which must be in the form of Tier 1 capital, and a ratio of Tier 1 capital to total risk-weighted assets of 4.0%. We are also required to maintain a minimum leverage capital ratio—the ratio of Tier 1 capital (net of intangibles) to adjusted total assets. Banks that have received the highest rating of five categories used by regulators to rate banks and are not anticipating or experiencing any significant growth must maintain a leverage capital ratio of at least 3.0%. All other institutions must maintain a minimum leverage capital ratio of 4.0%. In addition, we are subject to the provisions of the Federal Deposit Insurance Corporation Improvement Act of 1991, which imposes a number of mandatory supervisory measures. Among other matters, this Act established five capital categories ranging from “well capitalized” to “critically under capitalized.” Such classifications are used by regulatory agencies to determine a bank’s deposit insurance premium and the approval of applications authorizing institutions to increase their asset size or otherwise expand their business activities or acquire other institutions. To be categorized as “well capitalized” under the Act and, thus, subject to the fewest restrictions, a bank must have a leverage capital ratio of at least 5.0%, a Tier 1 risk-based capital ratio of at least 6.0%, and a total risk- based capital ratio of at least 10.0%, and must not be subject to any written agreement, order, capital directive or prompt corrective action directive issued by the FDIC to meet and maintain a specific capital level. These capital requirements may limit asset growth opportunities and restrict our ability to increase earnings. Our failure to comply with our minimum capital requirements would have a material adverse effect on our financial condition and results of operations. FDIC insurance premiums fluctuate materially, which could negatively affect our profitability. The FDIC insures deposits at FDIC insured financial institutions, including Signature Bank. The FDIC charges the insured financial institutions premiums to maintain the Deposit Insurance Fund at a certain level. During 2008 and 2009, there were higher levels of bank failures, which dramatically increased resolution costs of the FDIC and depleted the deposit insurance fund. The FDIC collected a special assessment in 2009 to replenish the Deposit Insurance Fund and also required a prepayment of an estimated amount of future deposit insurance premiums. In accordance with the Dodd-Frank Act, the FDIC adopted new rules that redefined how deposit insurance assessments are calculated. The new rate schedule and other revisions to the assessment rules became effective April 1, 2011, and had the effect of reducing the assessment that we would otherwise pay. As the new assessment rules currently stand, we expect the rules will have a continued positive impact on our future FDIC deposit insurance assessment fees compared to the assessment rules in effect prior to the changes. However, the FDIC’s rules could be subject to future changes, especially if there are additional bank or financial institution failures or the government or FDIC develop new regulatory goals with respect to the banking sector. Any increase in assessment fees could have a materially adverse effect on our results of operations and financial condition. We are subject to significant government regulation. We operate in a highly regulated environment and are subject to supervision and regulation by a number of governmental regulatory agencies, including, among others, the FDIC, the New York State Department of Financial Services, the Federal Reserve, the New York State Insurance Department, and FINRA. Regulations adopted by these agencies, which are generally intended to provide protection for depositors and clients rather than shareholders, govern a comprehensive range of matters relating to ownership and control of our shares, our acquisition of other companies and businesses, the activities in which we are permitted to engage, maintenance of adequate capital levels, and other aspects of our operations. These regulatory agencies possess broad authority to prevent or remedy unsafe or unsound practices or violations of law. For example, bank regulators view certain types of clients as “high risk” clients under the Bank Secrecy Act, and other laws and regulations, and require enhanced due diligence and enhanced monitoring with respect to such clients. While we believe that we adequately perform such enhanced due diligence and monitoring with respect to our clients that fall within this category, if the regulators believe that our efforts are not adequate or that we have failed to identify suspicious transactions in such accounts, they could bring an enforcement action against us, which could result in bad 32 publicity, fines and other penalties, and could have a material adverse effect on our business. In addition, laws and regulations enacted over the last several years have had, and are expected to continue to have, a significant impact on the financial services industry. Some of these laws and regulations, including the Dodd-Frank Act, the Sarbanes-Oxley Act of 2002 and the USA PATRIOT Act of 2001, have increased and may in the future further increase our costs of doing business, particularly personnel and technology expenses necessary to maintain compliance with the expanded regulatory requirements. Future legislation and government policy could adversely affect the banking industry as a whole, including our results of operations. The securities markets and the brokerage industry in which Signature Securities operates are also highly regulated. Signature Securities is subject to regulation as a securities broker and investment adviser, and many of the regulations applicable to Signature Securities may have the effect of limiting its activities, including activities that might be profitable. Signature Securities is registered with and subject to supervision by the SEC and FINRA and is also subject to state insurance regulation. As a subsidiary of Signature Bank, Signature Securities is also subject to regulation and supervision by the New York State Department of Financial Services. The securities industry has been subject to several fundamental regulatory changes, including changes in the rules of self- regulatory organizations such as the NYSE and FINRA. In the future, the industry may become subject to new regulations or changes in the interpretation or enforcement of existing regulations. We cannot predict the extent to which any future regulatory changes may adversely affect our business. In addition, we are subject to periodic examination by the FDIC, the New York State Department of Financial Services, the SEC, self-regulatory organizations, and various state authorities. Our banking operations, sales practice operations, trading operations, record-keeping, supervisory procedures, and financial position may be reviewed during such examinations to determine if they comply with the rules and regulations designed to protect clients and protect the solvency of banks and broker-dealers. Examinations may result in the issuance of a letter to us noting perceived deficiencies and requesting us to take corrective action. Deficiencies could lead to further investigation and the possible institution of administrative proceedings, which may result in the issuance of an order imposing sanctions upon us and/or our personnel, including our investment professionals. Sanctions against us may include a censure, cease and desist order, monetary penalties, or an order suspending us for a period of time from conducting certain or all of our operations. Sanctions against individuals may include a censure, cease and desist order, monetary penalties, or an order restricting the individual’s activities or suspending the individual from association with us. In egregious cases, either we, our personnel, or both, could be expelled from a self-regulatory organization or barred from the banking industry or the securities industry. The Dodd-Frank Act may affect our results of operations, financial condition or liquidity. The Dodd-Frank Act, signed into law on July 21, 2010, makes extensive changes to the laws regulating financial services firms. The Dodd-Frank Act also requires significant rulemaking and mandates multiple studies which could result in additional legislative or regulatory action. Under the Dodd-Frank Act, federal banking regulatory agencies are required to draft and implement enhanced supervision, examination and capital standards for depository institutions and their holding companies. The enhanced requirements include, among other things, changes to capital, leverage and liquidity standards and numerous other requirements. For example, the Dodd-Frank Act (i) requires the establishment of minimum leverage and risk-based capital requirements for insured depository institutions such as us, (ii) places restrictions on investment and other activities by depository institutions, including significant increases in the regulation of mortgage lending and servicing, (iii) provides for a new risk-based approach to financial services regulation giving federal bank regulatory agencies new authority to monitor the systemic safety of the financial system and (iv) authorizes various new assessments and fees. The Dodd-Frank Act also establishes a new federal Consumer Financial Protection Bureau with broad authority and permits states to adopt stricter consumer protection laws and enforce consumer protection rules issued by the Consumer Financial Protection Bureau. It remains difficult to predict the full extent to which the Dodd-Frank Act or the resulting regulations will impact our business. However, compliance with these new laws and regulations will likely result in additional costs to our business. It is also difficult to predict the impact of the Dodd-Frank Act on our competitors and on the financial services industry as a whole. Competitive and industry factors could also adversely impact our results of operations, financial condition or liquidity. The financial services industry may be subject to new legislation. The regulatory environment in which we operate is constantly undergoing change. Legislation is pending before Congress that would further increase regulation of the financial services industry and impose restrictions on the 33 ability of firms within the industry to conduct business consistent with historical practices, including aspects such as compensation, consumer protection regulations and mortgage regulation, among others. Federal and state regulatory agencies also propose and adopt changes to their regulations or change the manner in which existing regulations are applied. We cannot predict the substance or impact of pending or future legislation or regulation, or the application thereof, and any such future regulation can adversely affect our business. Regulatory net capital requirements significantly affect and often constrain our brokerage business. The SEC, FINRA, and various other regulatory bodies in the United States have rules with respect to net capital requirements for broker-dealers that affect Signature Securities. These rules require that at least a substantial portion of a broker-dealer’s assets be kept in cash or highly liquid investments. Signature Securities must comply with these net capital requirements, which limit operations that require intensive use of capital, such as trading activities. These rules could also restrict our ability to withdraw capital from our broker-dealer subsidiary, even in circumstances where this subsidiary has more than the minimum amount of required capital. This, in turn, could limit our ability to pay dividends, implement our business strategies and pay interest on and repay the principal of our debt. A change in these rules, or the imposition of new rules, affecting the scope, coverage, calculation, or amount of net capital requirements could have material adverse effects. Significant operating losses or any unusually large charge against net capital could also have a material negative impact on our business. The recent repeal of federal prohibitions on the payment of interest on demand deposits could increase our interest expense. 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 beginning on July 21, 2011. As a result, some financial institutions have commenced offering interest on demand deposits to compete for clients. We do not yet know what interest rates other institutions may offer as market interest rates increase. Our interest expense will increase and our net interest margin will decrease if we begin offering interest on demand deposits to attract new customers or maintain current customers, which could have a material adverse effect on our business, financial condition and results of operations. ITEM 1B. UNRESOLVED STAFF COMMENTS None. 34 ITEM 2. PROPERTIES Our principal executive offices are located at 565 Fifth Avenue, New York, New York, 10017, in space leased by the Bank. In addition, we conduct our business at the following locations in facilities that are leased for various terms and rates. Many of the lease contracts include modest annual escalation agreements. Location Private Client Offices Manhattan Long Island Queens Brooklyn Westchester Bronx Staten Island Private Client Accomodation Offices Manhattan Brooklyn Bank and Brokerage Operations Centers Manhattan SBA & Institutional Trading Center Houston, TX Signature Financial Sales Offices Littleton, CO Milton, GA Norwell, MA Prairie, MN Redmond, WA Seattle, WA Total Locations Number of Offices 9 7 3 3 2 1 1 1 1 2 1 1 1 1 1 1 1 37 For additional information on our lease commitments, see Note 18 to our Consolidated Financial Statements. ITEM 3. LEGAL PROCEEDINGS We are subject to various pending and threatened legal actions relating to the conduct of our normal business activities. In the opinion of management, the ultimate aggregate liability, if any, arising out of any such pending or threatened legal actions will not be material to our Consolidated Financial Statements. ITEM 4. MINE SAFETY DISCLOSURES None. 35 PART II ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Our common stock is listed on the NASDAQ Global Select Market under the symbol “SBNY.” As of December 31, 2012, 47,230,266 shares of our common stock were issued and outstanding. The following table lists, on a quarterly basis, the range of high and low intra-day sale prices per share of our common stock in U.S. dollars: 2012 Fourth quarter Third quarter Second quarter First quarter 2011 Fourth quarter Third quarter Second quarter First quarter Common Stock High Low $ 72.80 69.28 66.90 65.98 $ 61.98 61.54 58.66 56.99 65.57 57.79 57.40 56.76 44.07 45.39 53.02 47.23 On December 31, 2012, the last reported sale price of our common stock was $71.34 and there were 19 holders of record of our common stock, including record holders on behalf of an indeterminate number of beneficial holders. Performance Graph The following graph compares the performance of our common stock with the performance of the Standard & Poor’s 500 Index and the Nasdaq Bank Stocks Index: 220 200 180 160 140 120 100 80 60 40 20 December 31, 2007 December 31, 2008 December 31, 2009 December 31, 2010 December 31, 2011 December 31, 2012 Signature Bank Standard & Poor's 500 Index Nasdaq Bank Stocks Index 36 The performance period reflected below assumes that $100 was invested in our common stock and each of the indexes listed below on December 31, 2007. The performance of our common stock reflected below is not indicative of our future performance. Company Name/Index Signature Bank Standard & Poor's 500 Index Nasdaq Bank Stocks Index 2007 2008 2009 2010 2011 2012 $ 100.00 100.00 100.00 85.01 61.51 72.91 94.52 75.94 61.09 148.33 85.65 72.27 177.75 85.65 64.59 211.38 97.13 76.89 December 31, The Performance Graph does not constitute soliciting material and should not be deemed filed or incorporated by reference into any Signature Bank filing under the Securities Exchange Act of 1934, except to the extent we specifically incorporate the Performance Graph therein by reference. DIVIDEND POLICY We have never declared or paid any cash dividends on our common stock. For the near future, we intend to retain any earnings to finance our operations and the expansion of our business and we do not anticipate paying any cash dividends on our common stock. Any future determination to pay dividends will be at the discretion of our Board of Directors and will be dependent upon then existing conditions, including our financial condition and results of operations, capital requirements, contractual restrictions, business prospects and other factors that the Board of Directors considers relevant. In addition, payments of dividends may be subject to the prior approval of the New York State Department of Financial Services and the FDIC. Under New York law, we are prohibited from declaring a dividend so long as there is any impairment of our capital stock. In addition, we would be required to obtain the approval of the New York State Department of Financial Services if the total of all our dividends declared in any calendar year would exceed the total of our net profits for that year combined with retained net profits of the preceding two years, less any required transfer to surplus or a fund for the retirement of any preferred stock. We would also be required to obtain the approval of the FDIC prior to declaring a dividend if after paying the dividend we would be undercapitalized, significantly undercapitalized or critically undercapitalized. Our ability to pay dividends also depends upon the amount of cash available to us from our subsidiaries. Restrictions on our subsidiaries’ ability to make dividends and advances to us will tend to limit our ability to pay dividends to our shareholders. 37 ITEM 6. SELECTED FINANCIAL DATA The information set forth below should be read in conjunction with our Consolidated Financial Statements and related notes and “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” each of which is included elsewhere in this Annual Report on Form 10-K. (dollars in thousands, except per share amounts) 2012 At or for the years ended December 31, 2009 2011 2010 SELECTED OPERATING DATA Interest income Interest expense Net interest income Provision for loan and lease losses Net interest income after provision for loan and lease losses Non-interest income: Non-interest income excluding net impairment losses on securities recognized in earnings Net impairment losses on securities recognized in earnings (1) Total non-interest income Non-interest expense Income before taxes Income tax expense Net income Dividends on preferred stock and related discount accretion $ 660,556 110,750 549,806 41,427 508,379 39,312 (3,073) 36,239 218,243 326,375 140,892 185,483 580,516 120,729 459,787 51,876 407,911 44,127 (2,089) 42,038 182,724 267,225 117,699 149,526 2008 323,464 128,193 195,271 26,888 466,530 121,672 344,858 46,372 386,135 123,740 262,395 42,715 298,486 219,680 168,383 56,824 (14,176) 42,648 164,896 176,238 74,187 102,051 35,954 44,188 (1,322) (16,543) 34,632 149,885 104,427 41,701 62,726 27,645 123,820 72,208 28,849 43,359 12,203 50,523 390 42,969 Net income available to common shareholders $ 185,483 149,526 102,051 - - - PER COMMON SHARE DATA Earnings per share - basic (2) Earnings per share - diluted (2) BALANCE SHEET DATA Total assets Securities available-for-sale Securities held-to-maturity Loans held for sale $ 3.98 $ 3.91 3.43 3.37 2.49 2.46 1.32 1.30 1.37 1.35 $ 17,456,057 14,666,120 11,673,089 9,146,112 7,192,199 6,130,356 6,512,855 5,249,286 3,837,583 2,906,059 739,835 369,468 556,044 392,025 447,896 382,463 295,984 293,207 236,531 217,680 Loans, net of allowance for loan and lease losses 9,664,337 6,764,564 5,177,268 4,320,978 3,433,555 Allowance for loan and lease losses 107,433 86,162 67,396 55,120 36,987 Deposits Borrowings Shareholders' equity 14,082,652 11,754,138 9,441,227 7,222,546 5,387,886 1,585,000 1,650,327 1,425,800 1,408,116 1,222,200 1,008,900 1,049,900 944,547 803,659 698,135 (1) (2) On April 1, 2009, we adopted new accounting requirements related to other-than-temporary impairment of debt securities. As a result of this change in accounting, for the years ended December 31, 2012, 2011, 2010, and 2009 other-than-temporary impairment losses of $8.5 million, $10.2 million, $24.4 million, and $22.4 million ($4.9 million, $5.7 million, $13.7 million, and $12.5 million net of tax), respectively, were recognized in other comprehensive income rather than in net income. Refer to Note 4 to our Consolidated Financial Statements for further discussion. The year ended December 31, 2009 includes the negative effect of the $10.2 million deemed dividend associated with the difference between the redemption payment and the carrying value of the preferred stock repurchased from the United States Department of the Treasury. Refer to Note 20 to our Consolidated Financial Statements for further discussion. (Continued on the next page) 38 (dollars in thousands, except per share amounts) 2012 At or for the years ended December 31, 2009 2011 2010 2008 OTHER DATA Assets under management Average interest-earning assets Full-time employee equivalents Private client offices SELECTED FINANCIAL RATIOS Performance Ratios: Return on average assets Return on average shareholders' equity Return on average common shareholders' equity Yield on average interest-earning assets Average rate on deposits and borrowings Net interest margin Efficiency ratio (1) Efficiency ratio excluding net impairment losses on securities recognized in earnings (1) (2) Efficiency ratio excluding net gains on sales of securities and net impairment losses on securities recognized in earnings (1) (2) Asset Quality Ratios: Net charge-offs to average loans ALLL to total loans ALLL to non-accrual loans Non-accrual loans to total loans Non-performing assets to total assets Capital and Liquidity Ratios: Tier 1 Leverage Capital Ratio Tier 1 Risk-Based Capital Ratio Total Risk-Based Capital Ratio Average equity to average assets Average tangible equity to average assets Per common share data: Number of weighted average common shares outstanding Book value per common share $ 1,741,054 $ 1,674,206 $ 1,856,653 $ 1,911,811 $ 2,716,556 $ 15,556,626 $ 12,889,784 $ 10,000,270 $ 7,692,249 $ 6,016,680 844 26 720 25 660 24 614 23 553 22 1.17% 12.13% 12.13% 4.25% 0.78% 3.53% 1.14% 12.71% 12.71% 4.50% 1.01% 3.57% 0.99% 11.67% 11.67% 4.67% 1.30% 3.45% 0.79% 8.35% 7.26% 5.02% 1.71% 3.41% 0.68% 7.72% 8.56% 5.38% 2.20% 3.25% 37.24% 36.41% 42.55% 50.46% 55.55% 37.05% 36.26% 41.05% 50.24% 51.71% 37.48% 37.33% 43.82% 51.74% 53.57% 0.25% 1.10% 0.55% 1.26% 0.73% 1.29% 0.64% 1.26% 0.30% 1.07% 395.12% 204.09% 197.45% 118.27% 116.00% 0.28% 0.19% 9.51% 15.32% 16.35% 9.64% 9.64% 0.62% 0.33% 9.67% 17.08% 18.17% 8.94% 8.94% 0.65% 0.34% 8.62% 14.21% 15.21% 8.47% 8.47% 1.07% 0.61% 9.39% 13.57% 14.47% 9.40% 9.40% 0.92% 0.46% 10.61% 17.00% 17.83% 8.81% 8.81% 46,633 43,622 40,923 38,306 31,390 $ 34.94 $ 30.49 $ 22.84 $ 19.79 $ 16.71 (1) (2) The efficiency ratio is calculated by dividing non-interest expense by the sum of net interest income before provision for loan losses and non- interest income. On April 1, 2009, we adopted new accounting requirements related to other-than-temporary impairment of debt securities. As a result of this change in accounting, for the years ended December 31, 2012, 2011, 2010, and 2009 other-than-temporary impairment losses of $8.5 million, $10.2 million, $24.4 million, and $22.4 million ($4.9 million, $5.7 million, $13.7 million, and $12.5 million net of tax), respectively, were recognized in other comprehensive income rather than in net income. Refer to Note 4 to our Consolidated Financial Statements for further discussion. 39 ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS You should read the following discussion in conjunction with “Selected Financial Data” and our Consolidated Financial Statements and related notes, each of which is included elsewhere in this Annual Report on Form 10-K. Some of the statements in the following discussion are forward-looking statements. See “Cautionary Note Regarding Forward-Looking Statements.” Overview We have grown to $17.46 billion in assets, $14.08 billion in deposits, $9.77 billion in loans, $1.65 billion in equity capital and $1.74 billion in other assets under management as of December 31, 2012. We believe the growth in our profitability is based on several key factors, including: • the significant growth of our interest-earning asset base each year; • our ability to maintain and grow core deposits, a key funding source, which has resulted in increased net interest income from 2001 onward; and • our ability to control non-interest expense, which has contributed to our low efficiency ratio of 37.2% for the year ended December 31, 2012. An important aspect of our growth strategy is the ability to provide personalized, high quality service and to effectively manage a large number of client relationships throughout the New York metropolitan area. Since the commencement of our operations, we have successfully recruited and retained more than 350 experienced private client group professionals. We believe that our existing operations infrastructure will allow us to grow our business over the next few years both geographically within the New York metropolitan area and with respect to the size and number of client relationships without substantial additional capital expenditures. Critical Accounting Policies We follow financial accounting and reporting policies that are in accordance with U.S. generally accepted accounting principles (“GAAP”). Some of these significant accounting policies require management to make difficult, subjective or complex judgments. The policies noted below, however, are deemed to be our “critical accounting policies” under the definition given to this term by the Securities and Exchange Commission (“SEC”) - those policies that are most important to the presentation of a company’s financial condition and results of operations, and require management’s most difficult, subjective or complex judgments, often as a result of the need to make estimates about the effect of matters that are inherently uncertain. The judgments used by management in applying the critical accounting policies may be affected by a further and prolonged deterioration in the economic environment, which may result in changes to future financial results. Specifically, subsequent evaluations of the loan portfolio, in light of the factors then prevailing, may result in significant changes in the ALLL in future periods, and the inability to collect on outstanding loans could result in increased loan losses. In addition, the valuation and management’s projected cash flows for certain securities in our investment portfolio could be negatively impacted by deteriorating collateral performance and illiquidity or dislocation in marketplaces resulting in significantly depressed market prices thus leading to further impairments. Allowance for Loan and Lease Losses We consider our policies related to the ALLL losses as critical to our financial statement presentation. The ALLL is established through a provision for loan and lease losses charged to current earnings. The ALLL is maintained at a level estimated by management to absorb probable losses inherent in the loan portfolio and is based on management’s continuing evaluation of the portfolio, the related risk characteristics, and the overall economic conditions affecting the portfolio. This estimation is inherently subjective as it requires measures that are susceptible to significant revision as more information becomes available. 40 Our methodology to determine the ALLL includes segmenting the loan portfolio into various components and applying various loss factors to estimate the amount of probable losses. The largest segment of our loan portfolio is comprised of credit-rated commercial loans, comprising 95.5% of our total loan portfolio, excluding loans held for sale, as of December 31, 2012. Our credit-rated commercial loans include commercial and industrial loans along with loans to commercial borrowers that are secured by real estate (commercial property, multi-family residential property, 1-4 family residential property, and construction and land). For each loan within this segment, a credit rating is assigned based on a review of specific risk factors including (i) historical and projected financial results of the borrower, (ii) market conditions of the borrower’s industry that may affect the borrower’s future financial performance, (iii) business experience of the borrower’s management, (iv) nature of the underlying collateral, if any, and (v) borrower’s history of payment performance. When assigning a credit rating to a loan, we use an internal nine-level rating system in which a rating of one carries the lowest level of credit risk and is used for borrowers exhibiting the strongest financial condition. Loans rated one through six are deemed to be acceptable quality and are considered “Pass.” Loans that are deemed to be of questionable quality are rated seven (special mention). Loans with adverse classifications (substandard or doubtful) are rated eight or nine, respectively. A loan is considered substandard if it is inadequately protected by the current net worth and paying capacity of the borrower, or by the collateral pledged. Substandard loans are characterized by the distinct possibility that the Bank will sustain some loss if the deficiencies are not corrected. Loans classified as doubtful have all of the weaknesses inherent in those classified substandard with the added characteristic that the weaknesses present make collection or liquidation in full, on the basis of currently existing facts, conditions, and values, highly questionable and improbable. The outstanding amounts of credit-rated commercial loans are aggregated by credit rating, and we estimate the allowance for losses for each credit rating using loss factors based on historical loss experience and qualitative adjustments reflecting the current economic conditions and outlook for housing, employment, manufacturing, and consumer spending. The economic adjustments reflect the imprecision that is inherent in the estimates of probable loan losses, and are intended to ensure adequacy of the overall allowance amount. The loss factors assigned to each credit rating are adjusted based on management’s judgment, along with certain qualitative factors such as the trend and severity of problem loans that can cause the estimation of inherent losses to differ from historical experience. Any change to an individual credit rating affects the amount of the related allowance. Our internal review process results in the periodic review of assigned credit ratings to reflect changes in specific risk factors. Commercial lines of credit are generally issued with terms of one year, and upon annual renewal our lenders perform a full review of the specific risk factors to assess the appropriateness of the assigned credit ratings. Furthermore, loans classified as special mention, substandard or doubtful are placed on our internal watch list, and our lenders perform a credit rating review on a quarterly basis (special mention loans) or monthly basis (substandard and doubtful loans). In addition, our Risk Management function, which reports directly to the Risk Committee of our Board of Directors, performs periodic credit reviews that provide an independent evaluation of the assigned credit ratings. These reviews generally cover, in aggregate, between 40-50% of the commercial loan portfolio, including all commercial loans over $500,000 with adverse credit ratings, on an annual basis. Additionally, our Risk Management function focuses its reviews on those loans with higher-risk attributes, such as lines of credit with higher utilization percentages and loan facilities with delinquencies. Our methodology to determine the ALLL for the non-rated segments of our loan portfolio is based on historical loss experience and qualitative factors. Non-rated loans generally include commercial loans with outstanding principal balances below $100,000, overdrafts, residential mortgages, and consumer loans. The outstanding amounts of loans in each of these segments are aggregated, and we apply percentages based on historical losses and qualitative factors by segment to estimate the required allowance. Non-rated loans comprise 4.5% of our total loan portfolio, excluding loans held for sale, as of December 31, 2012. We consider all non-accrual loans to be impaired loans, and the related specific allowances for losses are determined on an individual (non-homogeneous) basis. Factors contributing to the determination of specific allowances on impaired loans include the creditworthiness of the borrower and, more specifically, changes in the expected future receipt of principal and interest payments or, for collateral-dependent loans, the value of pledged collateral. For impaired loans in excess of $300,000, a specific allowance is recorded when the carrying amount of the loan exceeds the discounted estimated cash flows using the loan’s initial effective interest rate or, for collateral-dependent loans, the fair value of collateral. For smaller impaired loans, in the absence of other factors affecting the collectability of the loan, we generally determine the amount of specific allowance using estimated loss percentages based on the amount of time the loan has been delinquent. 41 For economic reasons and to maximize the recovery of loans, we may work with borrowers experiencing financial difficulties and will consider modifications to a borrower’s existing loan terms and conditions that we would not otherwise consider, commonly referred to as troubled debt restructurings (“TDRs”). We record a provision for impairment loss associated with TDRs, if any, based on the present value of expected future cash flows discounted at the original loan’s effective interest rate or, if the loan is collateral dependent, based on the fair value of the collateral less costs to sell. At the time of restructuring, we determine whether a TDR loan should accrue interest based on the accrual status of the loan immediately prior to modification. A non-accrual TDR loan will be returned to accrual status when all the principal and interest amounts contractually due are brought current and future payments are reasonably assured. Additionally, there should be a sustained period of repayment performance (generally a period of six months) by the borrower in accordance with the modified contractual terms. In years after the year of restructuring, the loan is not reported as a TDR loan if it was restructured at a market interest rate and it is performing in accordance with its modified terms. Other TDRs are reported as such for as long as the loan remains outstanding. In addition, bank regulators, as an integral part of their supervisory functions, periodically review our loan portfolio and related ALLL. These regulatory agencies may require us to increase our provision for loan and lease losses or to recognize further loan charge-offs based upon their judgments, which may be different from ours. An increase in the ALLL required by these regulatory agencies could materially adversely affect our financial condition and results of operations. Impairment of Investment Securities We consider our policies related to the evaluation of investments for other-than-temporary impairment to be critical to our financial statement presentation. We regularly evaluate our securities to identify declines in fair value that are considered other-than-temporary. Our evaluation of securities for impairments is a quantitative and qualitative process, which is subject to risks and uncertainties. If the amortized cost of an investment exceeds its fair value, we evaluate, among other factors, general market conditions, the duration and extent to which the fair value is less than amortized cost, the probability of a near-term recovery in value, whether we intend to sell the security and whether it is more likely than not that we will be required to sell the security before full recovery of our investment or maturity. We also consider specific adverse conditions related to the financial health, projected cash flow and business outlook for the investee, including industry and sector performance, operational and financing cash flow factors and rating agency actions. Once a decline in fair value is determined to be other-than-temporary, for equity securities, an impairment charge is recorded through current earnings based upon the estimated fair value of the security at time of impairment and a new cost basis in the investment is established. For debt investment securities deemed to be other-than-temporarily impaired on or after April 1, 2009, the investment is written down to fair value with the estimated credit loss charged to current earnings and the noncredit-related impairment loss charged to other comprehensive income. Prior to April 1, 2009, the full amount of other-than-temporary impairment on debt securities was charged to current earnings. We changed our accounting policy beginning April 1, 2009 in order to adopt new accounting requirements issued by the Financial Accounting Standards Board (“FASB”). If market, industry and/or investee conditions deteriorate, we may incur future impairments. Securities, other than securitized financial assets that are in an unrealized loss position, are reviewed at least quarterly to determine if an other-than-temporary impairment is present based on certain quantitative and qualitative factors. The primary factors considered in evaluating whether a decline in value for these securities is other-than-temporary include: (a) the length of time and extent to which the fair value has been less than cost or amortized cost and the expected recovery period of the security, (b) the financial condition, credit rating, and future prospects of the issuer, (c) whether the debtor is current on contractually-obligated interest and principal payments, and (d) whether we intend to sell or whether we will be required to sell these instruments before recovery of their cost basis. In performing our other-than-temporary impairment analysis for securitized financial assets with contractual cash flows (asset-backed securities, collateralized debt obligations, commercial mortgage-backed securities and mortgage-backed securities), we estimate future cash flows for each security based upon our best estimate of future delinquencies, estimated defaults, loss severity, and prepayments. We review the estimated cash flows to determine whether we expect to receive all originally expected cash flows. Projected credit losses are compared to the current level of credit enhancement to assess whether the security is expected to incur losses in any future period and therefore would be deemed other-than-temporarily impaired. 42 New Accounting Standards In April 2011, the FASB issued ASU 2011-03, Reconsideration of Effective Control for Repurchase Agreements, which amends the provisions of ASC Topic 860 (Transfers and Servicing) related to whether or not the transferor has maintained effective control over the transferred assets that affects the determination of whether the transaction is accounted for as a sale or a secured borrowing. In the assessment of effective control, ASU 2011- 03 removed the criterion that requires transferors to have the ability to repurchase or redeem the financial assets on substantially the agreed terms, even in the event of default by the transferee. Other criteria applicable to the assessment of effective control have not been changed. This guidance is effective for prospective periods beginning on or after December 15, 2011. Early adoption is prohibited. We adopted the applicable requirements for ASU 2011-03 on January 1, 2012 with no material impact to our Consolidated Financial Statements. In May 2011, the FASB issued ASU 2011-04, Fair Value Measurement: Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs, which expands existing disclosure requirements found in ASC Topic 820 (Fair Value Measurement and Disclosures). This ASU is the result of efforts to converge GAAP and International Financial Reporting Standards (“IFRSs”) and provides guidance on how fair value should be measured and disclosed. This guidance is effective for interim and annual periods beginning after December 15, 2011. Early adoption is prohibited. We adopted the applicable requirements for ASU 2011-04 on January 1, 2012 and have provided the related disclosures as required. In June 2011, the FASB issued ASU 2011-05, Presentation of Comprehensive Income, which amends ASC Topic 220 (Comprehensive Income). The new guidance requires entities to report components of comprehensive income in either (1) a single financial statement, where total net income and its components, total other comprehensive income (OCI) and its components, and total comprehensive income are presented in a continuous format, or (2) in two consecutive financial statements, where net income is reported in one statement, immediately followed by a statement presenting OCI and its components and a total for comprehensive income. The earnings per share computation is not affected by the new guidance. This guidance is effective for annual and interim periods beginning after December 15, 2011 and should be applied retrospectively, with deferral of presenting the reclassification adjustments based on ASU 2011-12, Deferral of the Effective Date for Amendments to the Presentation of Reclassifications of Items Out of Accumulated Other Comprehensive Income in Accounting Standards Update No. 2011-05. We adopted these requirements on January 1, 2012 and have provided the related disclosures as required. 43 Results of Operations The following is a discussion and analysis of our results of operations for the year ended December 31, 2012 compared to the year ended December 31, 2011 and for the year ended December 31, 2011 compared to the year ended December 31, 2010. Year Ended December 31, 2012 Compared to Year Ended December 31, 2011 Net Income Net income for the year ended December 31, 2012 was $185.5 million, or $3.91 diluted earnings per share, compared to $149.5 million, or $3.37 diluted earnings per share, for year ended December 31, 2011. The return on average shareholders’ equity for the year ended December 31, 2012 was 12.1% compared to 12.7% for the year ended December 31, 2011. The return on average assets was 1.17% for the year ended December 31, 2012 compared to 1.14% for the year ended December 31, 2011. (in thousands) Interest income Interest expense Net interest income Provision for loan and lease losses Non-interest income: Non-interest income excluding net impairment losses on securities recognized in earnings Net impairment losses on securities recognized in earnings Total non-interest income Non-interest expense Income tax expense Net income Years ended December 31, 2012 2011 $ 660,556 110,750 549,806 41,427 39,312 (3,073) 36,239 218,243 140,892 185,483 $ 580,516 120,729 459,787 51,876 44,127 (2,089) 42,038 182,724 117,699 149,526 44 Net Interest Income Net interest income is the difference between interest earned on assets and interest incurred on liabilities. The following table presents an analysis of net interest income by each major category of interest-earning assets and interest-bearing liabilities for the years ended December 31, 2012 and 2011: Years ended December 31, 2012 2011 Average Balance Interest Income/ Expense Average Yield/ Rate Average Balance Interest Income/ Expense Average Yield/ Rate (dollars in thousands) INTEREST-EARNING ASSETS Short-term investments Investment securities Commercial loans mortgages and leases (1) (2) Residential mortgages and consumer loans (1) (2) Loans held for sale Total interest-earning assets Non-interest-earning assets Total assets INTEREST-BEARING LIABILITIES Interest-bearing deposits NOW and interest-bearing demand Money market Time deposits Non-interest-bearing demand deposits Total deposits Borrowings Total deposits and borrowings Other non-interest-bearing liabilities 338 238,873 402,019 15,818 3,508 660,556 $ 100,289 7,114,310 7,699,659 384,659 257,709 15,556,626 299,368 15,855,994 $ 705,604 7,874,582 925,267 3,569,645 13,075,098 1,161,784 14,236,882 3,145 66,696 14,322 - 84,163 26,587 110,750 and shareholders' equity Total liabilities and shareholders' equity 1,619,112 15,855,994 $ OTHER DATA Net interest income / interest rate spread Net interest margin Ratio of average interest-earning assets to average interest-bearing liabilities 0.34% 3.36% 5.22% 4.11% 1.36% 4.25% 0.45% 0.85% 1.55% - 0.64% 2.29% 0.78% 355 242,994 316,856 16,539 3,772 580,516 3,269 71,557 16,274 - 91,100 29,629 120,729 119,393 6,455,877 5,664,412 388,455 261,647 12,889,784 273,106 13,162,890 632,804 6,611,992 916,992 2,702,236 10,864,024 1,073,430 11,937,454 1,225,436 13,162,890 0.30% 3.76% 5.59% 4.26% 1.44% 4.50% 0.52% 1.08% 1.77% - 0.84% 2.76% 1.01% 549,806 3.47% 3.53% 109.27% 459,787 3.49% 3.57% 107.98% (1) Non-accrual loans are included in average loan balances. (2) Loan interest income includes net accretion of deferred fees and costs of approximately $4.2million and $4.6 million for the years ended December 31, 2012 and 2011, respectively. 45 Interest income and interest expense are affected both by changes in the volume of interest-earning assets and interest-bearing liabilities and by changes in yields and interest rates. The table below analyzes the impact of changes in volume (changes in average outstanding balances multiplied by the prior period’s rate) and changes in interest rate (changes in interest rates multiplied by the current period’s average balance). Changes that are caused by a combination of interest rate and volume changes are allocated proportionately to both changes in volume and changes in interest rate. For purposes of calculating the changes in our net interest income, the effect of non-performing assets is included in the change due to rate. (in thousands) INTEREST INCOME Short-term investments Investment securities Commercial loans, mortgages and leases Residential mortgages and consumer loans Loans held for sale Total interest income INTEREST EXPENSE Interest-bearing deposits NOW and interest-bearing demand Money market Time deposits Total Borrowings Total interest expense Net interest income Year ended December 31, 2012 vs. 2011 Change Due to Rate Change Due to Volume Total Change $ 40 (28,904) (28,685) (559) (207) (58,315) (57) 24,783 113,848 (162) (57) 138,355 (500) (18,525) (2,099) (21,124) (5,481) (26,605) (31,710) $ 376 13,664 147 14,187 2,439 16,626 121,729 (17) (4,121) 85,163 (721) (264) 80,040 (124) (4,861) (1,952) (6,937) (3,042) (9,979) 90,019 Net interest income for the year ended December 31, 2012 was $549.8 million, an increase of $90.0 million, or 19.6%, over the year ended December 31, 2011. The increase in net interest income over the twelve month period was largely driven by increases in average earning assets and average deposits of $2.67 billion and $2.21 billion, respectively. Net interest margin for the year ended December 31, 2012 decreased to 3.53%, compared to 3.57% for the previous year, primarily due to the continued effect of the prolonged low interest rate environment. Total investment securities averaged $7.11 billion for the year ended December 31, 2012, compared to $6.46 billion for the year ended December 31, 2011. The overall yield on the securities portfolio for the year ended December 31, 2012 was 3.36%, down 40 basis points from the previous year. The decline in yield was predominantly due to the reinvestment of principal pay-downs from higher-yielding securities in the current low interest rate environment. Our portfolio primarily consists of high quality and highly-rated mortgage-backed securities, commercial mortgage-backed securities, and collateralized mortgage obligations issued by government agencies, government-sponsored enterprises, and private issuers. We mitigate extension risk through our overall strategy of purchasing relatively stable duration securities that, by their nature, have lower yields. At December 31, 2012, the baseline average duration of our investment securities portfolio was approximately 2.75 years, compared to 3.13 years at December 31, 2011. Total commercial loans, mortgages and leases averaged $7.70 billion for the year ended December 31, 2012, an increase of $2.04 billion or 35.9% over the year ended December 31, 2011. The average yield on this portfolio decreased 37 basis points to 5.22% when compared to the year ended December 31, 2011. The decrease in average yield reflects the impact of the low prevailing interest rate environment on recent loan originations. This 46 decrease, however, was partially offset by a $10.8 million increase in prepayment penalty income, which added 27 basis points to the yield of our commercial loans, mortgages and leases portfolio. Our commercial real estate loans (including multi-family loans) normally have a term of ten years, with a fixed rate of interest in years one through five and a rate that either adjusts annually or is fixed for the five years that follow. Loans that prepay in the first five years generate prepayment penalties ranging from five percentage points to one percentage point of the then-current loan balance, depending on the remaining term of the loan. If a loan is still outstanding in the sixth year and the borrower selects the fixed rate option, the prepayment penalties typically reset to a range of five points to one point over years six through ten. During 2012, the low prevailing interest rate environment, coupled with borrowers’ expectation of higher rates in future periods, contributed to the increase in prepayment activity. It is difficult to predict the level of prepayment activity in future periods as it depends on market conditions, real estate values, the actual or perceived direction of market interest rates and the contractual repricing and maturity dates of commercial real estate loans. We are an active participant in the SBA loan and SBA pool secondary market by purchasing, securitizing, and selling the guaranteed portions of SBA loans, most of which have adjustable rates and float at a spread to the prime rate. Once purchased, we typically warehouse the guaranteed loan for approximately 30 to 180 days and classify them as loans held for sale. From this warehouse, we aggregate like SBA loans by similar characteristics into pools for securitization to the secondary market. The timing of the purchase and sale of such loan pools drives the quarter-to-quarter fluctuations in average balances of loans held for sale, which averaged $257.7 million and $261.6 million for the years ended December 31, 2012 and 2011, respectively. Average total deposits and borrowings grew $2.30 billion, or 19.3%, to $14.24 billion during the year ended December 31, 2012 from $11.94 billion for the year ended December 31, 2011. Overall cost of funding was 0.78% during 2012, decreasing 23 basis points from 1.01% in 2011. For the year ended December 31, 2012, average non-interest-bearing demand deposits were $3.57 billion as compared to $2.70 billion for the year ended December 31, 2011, an increase of $867.4 million, or 32.1%. Non- interest-bearing demand deposits continue to comprise a significant component of our deposit mix, representing 31.6% of all deposits at December 31, 2012. Additionally, average NOW and interest-bearing checking and money market accounts totaled $8.58 billion for the year ended December 31, 2012, an increase of $1.36 billion, or 18.4%, over the year ended December 31, 2011. Core deposits have provided us with a source of stable, low cost funding, which has positively affected our net interest margin and income. Additionally, short-term escrow deposits have provided us with low cost funding. As a result of lower short-term interest rates as well as a continued decrease due to easing of competitors, our funding cost for money market accounts and NOW accounts decreased to 0.85% and 0.45%, respectively, for the year ended December 31, 2012 compared to 1.08% and 0.52%, respectively, for the prior year. Average time deposits, which are relatively short-term in nature, totaled $925.3 million for the year ended December 31, 2012 and carried an average cost of 1.55% in 2012, down 23 basis points from 1.77% in 2011. Time deposits are offered to supplement our core deposit operations for existing or new client relationships, and are not marketed through retail channels. For the year ended December 31, 2012, average total borrowings were $1.16 billion compared to $1.07 billion for the previous year, an increase of $88.4 million, or 8.2%. The average cost of total borrowings was 2.29% and 2.76% for the years ended December 31, 2012 and 2011, respectively. At December 31, 2012, total borrowings represent approximately 10.1% of all funding compared to 10.8% at December 31, 2011. The decrease in the average cost of borrowings reflects the replacement of matured borrowings with lower cost short-term borrowing positions. Provision and Allowance for Loan and Lease Losses Our ALLL increased $21.2 million to $107.4 million at December 31, 2012 from $86.2 million at December 31, 2011, primarily as a result of our loan growth during 2012. The provision for loan and lease losses was $41.4 million for the year ended December 31, 2012 compared to $51.9 million for the prior year, a decrease of $10.4 million, or 20.1%. The decrease in the provision was primarily driven by a reduction in the level of charge-offs and stabilized levels of non-accrual loans, partially offset by growth in the loan portfolio. 47 The following table allocates the ALLL based on our judgment of inherent losses in each respective lending area according to our methodology for allocating reserves. 2012 2011 December 31, Loan Amount Allowance Amount Allowance as a % of Loan Amount Loan Amount Allowance Amount Allowance as a % of Loan Amount (dollars in thousands) Mortgage loans: Multi-family residential property Commercial property 1-4 family residential property Home equity lines of credit Construction and land $ 4,380,453 2,919,708 307,158 190,782 99,475 Other loans: Commercial and industrial loans Consumer loans Total 1,860,866 10,291 9,768,733 $ 31,292 38,292 4,794 1,099 1,127 30,176 653 107,433 0.71% 1.31% 1.56% 0.58% 1.13% 1.62% 6.35% 1.10% 3,003,428 2,218,053 259,418 198,375 63,775 1,098,805 11,837 6,853,691 25,160 23,844 3,096 818 4,836 27,622 786 86,162 0.84% 1.07% 1.19% 0.41% 7.58% 2.51% 6.64% 1.26% In determining the ALLL, management considers the imprecision inherent in the process of estimating credit losses. A portion of the allowance is based on management’s review of factors affecting the determination of probable losses inherent in the portfolio that are not necessarily captured by the application of historical loss experience factors, such as the current regional economic environment. Commercial loans (including commercial and industrial loans along with loans to commercial borrowers that are secured by real estate) constitute a significant portion of our loan activity and loan portfolio. Substantially all of the real estate collateral for the loans in our portfolio is located within the New York metropolitan area. As a result, our financial condition and results of operations may be affected by changes in the economy and the real estate market of the New York metropolitan area. A prolonged period of economic recession or other adverse economic conditions in the New York metropolitan area may result in an increase in nonpayment of loans, a decrease in collateral value, and an increase in our ALLL. In addition, during late October 2012, Superstorm Sandy struck the east coast of the United States causing extensive damage throughout our market area, which may adversely affect the collateral securing some of our loans and the ability of our borrowers to repay their obligations to the Bank. Thus far, we have not experienced a material financial impact from the storm, however, we are continuing our assessment of both the short-term and potential long-term impacts of the storm, which could adversely affect our future financial condition and results of operations. For additional information about the provision and ALLL, see the related discussions of asset quality later in this report. Non-Interest Income For the year ended December 31, 2012, non-interest income was $36.2 million, a decrease of $5.8 million, or 13.8%, when compared with 2011. The decrease in non-interest income was driven by an increase in net other- than-temporary impairment losses on securities recognized through earnings and reductions in the amounts of net gains on sales of securities and other income, which were partially offset by an increase in net gains on sales of loans. During 2012, we recognized through earnings net other-than-temporary impairment losses on securities totaling $3.1 million, compared to $2.1 million during the prior year. During 2012, 11 securities were determined to be other-than-temporarily impaired, including ten private collateralized mortgage obligations and one collateralized debt obligation. During 2011, ten securities were determined to be other-than-temporarily impaired, including seven private collateralized mortgage obligations, one collateralized debt obligation, and two securities classified as other. For further discussion of our other-than-temporary impairment losses, see Note 4 to our Consolidated Financial Statements. 48 Net gains on sales of securities totaled $6.9 million for the year ended December 31, 2012, a decrease of $7.5 million when compared to the prior year. The decrease in net gains on sales of securities was driven by a $5.3 million gain on sale of SBA interest-only securities reported in the first quarter of 2011. Other income totaled $(1.3 million) for the year ended December 31, 2012, a decrease of $2.6 million when compared to the prior year. The decrease was due to a scheduled amortization of low income housing tax credit investments totaling $3.1 million recorded during 2012, the offset to which was related to low income housing tax credits that helped to reduce our effective tax rate. During the year ended December 31, 2012, net gains on sales of loans totaled $9.3 million, compared to $4.1 million recorded during the prior year. The increase in net gains on sales of loans was primarily due to an increase in client demand for SBA loan and pool products. Non-Interest Expense Non-interest expense increased $35.5 million, or 19.4%, to $218.2 million for the year ended December 31, 2012 from $182.7 million for the year ended December 31, 2011. This increase was primarily driven by a $32.2 million increase in salaries and benefits mostly attributable to the addition of four private client banking teams and the hiring of employees for our newly-formed subsidiary, Signature Financial. The increase also reflects a $991,000 increase in occupancy and equipment expenses, resulting from the expansion of existing offices, along with a $2.4 million increase in other general and administrative expenses, reflecting increased expenses due to additional client activity. Stock-Based Compensation We recognize compensation expense in our Consolidated Statement of Operations for all stock-based compensation awards over the requisite service period with a corresponding credit to equity, specifically additional paid-in capital. Compensation expense is measured based on grant date fair value and is included in salaries and benefits (non-interest expense). As of December 31, 2012, there was $28.3 million of total unrecognized compensation cost related to unvested restricted shares that is expected to be recognized over a weighted-average period of 3.99 years. During the years ended December 31, 2012 and 2011, we recognized compensation expense of $17.6 million and $8.5 million, respectively, for restricted shares. Included in compensation expense for the year ended December 31, 2012 was $3.2 million from the December 10, 2012 accelerated vesting of 276,016 restricted shares originally scheduled to vest on March 22, 2013. The total fair value of restricted shares that vested during the year ended December 31, 2012 was $34.1 million. No restricted shares vested during the year ended December 31, 2011. Income Taxes We recognized income tax expenses for the years ended December 31, 2012 and 2011 of $140.9 million and $117.7 million, respectively. The components of income tax expense for the years ended December 31, 2012 and 2011 are reflected in the following table: (in thousands) Current expense Deferred income tax benefit Total income tax expense Years ended December 31, 2012 2011 $ $ 149,949 (9,057) 140,892 128,831 (11,132) 117,699 The increase in current income tax expense was primarily driven by an increase in our pre-tax income, which was partially offset by benefits from low income housing tax credits recognized during the twelve months ended December 31, 2012, totaling $4.8 million. Accordingly, our effective tax rate for the year ended December 31, 2012 decreased to 43.2%, compared to 44.0% for the prior year as a result of the low income housing tax credits recognized. 49 Year Ended December 31, 2011 Compared to Year Ended December 31, 2010 Net Income Net income for the year ended December 31, 2011 was $149.5 million, or $3.37 diluted earnings per share, compared to $102.1 million, or $2.46 diluted earnings per share, for year ended December 31, 2010. Net income for the years ended December 31, 2011 and 2010 includes net other-than-temporary impairment losses on securities totaling $2.1 million and $14.2 million, respectively. Excluding the after tax effect of the net other-than- temporary impairment losses on securities, net income for 2011 was $150.7 million, or $3.39 diluted earnings per share, compared to $110.0 million or $2.65 diluted earnings per share for 2010. The return on average shareholders’ equity for the year ended December 31, 2011 was 12.7% compared to 11.7% for the year ended December 31, 2010. The return on average assets was 1.14% for the year ended December 31, 2011 compared to 0.99% for the year ended December 31, 2010. (in thousands) Interest income Interest expense Net interest income Provision for loan and lease losses Non-interest income: Non-interest income excluding net impairment losses on securities recognized in earnings Net impairment losses on securities recognized in earnings Total non-interest income Non-interest expense Income tax expense Net income Years ended December 31, 2011 2010 $ 580,516 120,729 459,787 51,876 466,530 121,672 344,858 46,372 44,127 (2,089) 42,038 182,724 117,699 149,526 $ 56,824 (14,176) 42,648 164,896 74,187 102,051 $ 50 Net Interest Income Net interest income is the difference between interest earned on assets and interest incurred on liabilities. The following table presents an analysis of net interest income by each major category of interest-earning assets and interest-bearing liabilities for the years ended December 31, 2011 and 2010: (dollars in thousands) INTEREST-EARNING ASSETS Short-term investments Investment securities Commercial loans mortgages and leases (1) (2) Residential mortgages and consumer loans (1) (2) Loans held for sale Total interest-earning assets Non-interest-earning assets Total assets INTEREST-BEARING LIABILITIES Interest-bearing deposits NOW and interest-bearing demand Money market Time deposits Non-interest-bearing demand deposits Total deposits Borrowings Total deposits and borrowings Other non-interest-bearing liabilities Years ended December 31, Balance 2011 Income/ Yield/ Balance 2010 Income/ Yield/ 355 242,994 316,856 16,539 3,772 580,516 $ 119,393 6,455,877 5,664,412 388,455 261,647 12,889,784 273,106 13,162,890 $ 632,804 6,611,992 916,992 2,702,236 10,864,024 1,073,430 11,937,454 3,269 71,557 16,274 - 91,100 29,629 120,729 0.30% 3.76% 5.59% 4.26% 1.44% 4.50% 0.52% 1.08% 1.77% - 0.84% 2.76% 1.01% 519 197,093 246,810 18,088 4,020 466,530 194,864 4,875,482 4,310,822 385,594 233,508 10,000,270 315,051 10,315,321 724,458 4,816,609 892,186 2,020,265 8,453,518 913,199 9,366,717 4,014 65,279 18,670 - 87,963 33,709 121,672 0.27% 4.04% 5.73% 4.69% 1.72% 4.67% 0.55% 1.36% 2.09% - 1.04% 3.69% 1.30% and shareholders' equity Total liabilities and shareholders' equity 1,225,436 13,162,890 $ 948,604 10,315,321 OTHER DATA Net interest income / interest rate spread Net interest margin Ratio of average interest-earning assets to average interest-bearing liabilities (1) Non-accrual loans are included in average loan balances. 459,787 3.49% 3.57% 107.98% 344,858 3.37% 3.45% 106.76% (2) Loan interest income includes net accretion of deferred fees and costs of approximately $4.6 million and $3.3 million for the years ended December 31, 2011 and 2010, respectively. 51 Interest income and interest expense are affected both by changes in the volume of interest-earning assets and interest-bearing liabilities and by changes in yields and interest rates. The table below analyzes the impact of changes in volume (changes in average outstanding balances multiplied by the prior period’s rate) and changes in interest rate (changes in interest rates multiplied by the current period’s average balance). Changes that are caused by a combination of interest rate and volume changes are allocated proportionately to both changes in volume and changes in interest rate. For purposes of calculating the changes in our net interest income, the effect of non-performing assets is included in the change due to rate. (in thousands) INTEREST INCOME Short-term investments Investment securities Commercial loans, mortgages and leases Residential mortgages and consumer loans Loans held for sale Total interest income INTEREST EXPENSE Interest-bearing deposits NOW and interest-bearing demand Money market Time deposits Total Borrowings Total interest expense Net interest income Year ended December 31, 2011 vs. 2010 Change Due to Rate Change Due to Volume Total Change $ 37 (17,987) (7,452) (1,683) (732) (27,817) (201) 63,888 77,498 134 484 141,803 (164) 45,901 70,046 (1,549) (248) 113,986 (237) (18,055) (2,915) (21,207) (9,995) (31,202) 3,385 $ (508) 24,333 519 24,344 5,915 30,259 111,544 (745) 6,278 (2,396) 3,137 (4,080) (943) 114,929 Net interest income for the year ended December 31, 2011 was $459.8 million, an increase of $114.9 million, or 33.3%, over the year ended December 31, 2010. The increase in net interest income over the twelve month period was largely driven by increases in average earning assets and average deposits of $2.89 billion and $2.41 billion, respectively, as well as an increase in net interest margin of 12 basis points to 3.57% primarily due to lower rates paid on deposits. Total investment securities averaged $6.46 billion for the year ended December 31, 2011, compared to $4.88 billion for the year ended December 31, 2010. The overall yield on the securities portfolio for the year ended December 31, 2011 was 3.76%, down 28 basis points from the previous year. The decline in yield was predominantly due to the reinvestment of principal pay-downs from higher-yielding securities in a low interest rate environment. Our portfolio primarily consists of high quality and highly-rated mortgage-backed securities, commercial mortgage-backed securities, and collateralized mortgage obligations issued by government agencies, government-sponsored enterprises, and private issuers. We mitigate extension risk through our overall strategy of purchasing relatively stable duration securities that, by their nature, have lower yields. At December 31, 2011, the baseline average duration of our investment securities portfolio was approximately 3.13 years, compared to 2.84 years at December 31, 2010. Total commercial loans and commercial mortgages averaged $5.67 billion for the year ended December 31, 2011, an increase of $1.36 billion or 31.4% over the year ended December 31, 2010. The average yield on this portfolio decreased 14 basis points to 5.46% when compared to the year ended December 31, 2010. The decrease in average yield reflects the impact of the low prevailing interest rate environment on recent loan originations. This 52 decrease, however, was partially offset by a $8.3 million increase in prepayment penalty income, which added eight basis points to the yield of our commercial loans and commercial mortgages portfolio. Our commercial real estate loans (including multi-family loans) normally have a term of ten years, with a fixed rate of interest in years one through five and a rate that either adjusts annually or is fixed for the five years that follow. Loans that prepay in the first five years generate prepayment penalties ranging from five percentage points to one percentage point of the then-current loan balance, depending on the remaining term of the loan. If a loan is still outstanding in the sixth year and the borrower selects the fixed rate option, the prepayment penalties typically reset to a range of five points to one point over years six through ten. During 2011, the low prevailing interest rate environment, coupled with borrowers’ expectation of higher rates in future periods, contributed to the increase in prepayment activity. It is difficult to predict the level of prepayment activity in future periods as it depends on market conditions, real estate values, the actual or perceived direction of market interest rates and the contractual repricing and maturity dates of commercial real estate loans. We are an active participant in the SBA loan and SBA pool secondary market by purchasing, securitizing, and selling the guaranteed portions of SBA loans, most of which have adjustable rates and float at a spread to the prime rate. Once purchased, we typically warehouse the guaranteed loan for approximately 30 to 180 days and classify them as loans held for sale. From this warehouse we aggregate like SBA loans by similar characteristics into pools for securitization to the secondary market. The timing of the purchase and sale of such loan pools drives the quarter-to-quarter fluctuations in average balances of loans held for sale, which averaged $261.6 million and $233.2 million for the years ended December 31, 2011 and 2010, respectively. The increased inventory has been used to fill increased client demand for this product. Average total deposits and borrowings grew $2.57 billion, or 27.4%, to $11.94 billion during the year ended December 31, 2011 from $9.37 billion for the year ended December 31, 2010. Overall cost of funding was 1.01% during 2011, decreasing 29 basis points from 1.30% in 2010. For the year ended December 31, 2011, average non-interest-bearing demand deposits were $2.70 billion as compared to $2.02 billion for the year ended December 31, 2010, an increase of $682.0 million, or 33.8%. Non- interest-bearing demand deposits continue to comprise a significant component of our deposit mix, representing 26.8% of all deposits at December 31, 2011. Additionally, average NOW and interest-bearing checking and money market accounts totaled $7.24 billion for the year ended December 31, 2011, an increase of $1.70 billion, or 30.7%, over the year ended December 31, 2010. Core deposits have provided us with a source of stable, low cost funding, which has positively affected our net interest margin and income. Additionally, short-term escrow deposits have provided us with low cost funding and have assisted in net interest margin expansion. As a result of lower short-term interest rates as well as a continued decrease in competitive pricing, our funding cost for money market accounts decreased to 1.08% for the year ended December 31, 2010 compared to 1.36% for the prior year. Our funding cost for NOW accounts decreased to 0.52% for the year ended December 31, 2011 compared to 0.55% for the prior year. Average time deposits, which are relatively short-term in nature and totaled $917.0 million for the year ended December 31, 2011, carried an average cost of 1.77% in 2011, down 32 basis points from 2.09% in 2010. Time deposits are offered to supplement our core deposit operations for existing or new client relationships, and are not marketed through retail channels. For the year ended December 31, 2011, average total borrowings were $1.07 billion compared to $913.2 million for the previous year, an increase of $160.2 million, or 17.5%. The average cost of total borrowings was 2.76% and 3.69% for the years ended December 31, 2011 and 2010, respectively. At December 31, 2011, total borrowings represent approximately 10.8% of all funding compared to 11.5% at December 31, 2010. The decrease in the average cost of borrowings reflects the replacement of matured borrowings with lower cost short- term borrowing positions. Provision and Allowance for Loan and Lease Losses Our ALLL increased $18.8 million to $86.2 million at December 31, 2011 from $67.4 million at December 31, 2010. The provision for loan losses was $51.9 million for the year ended December 31, 2011 compared to $46.4 million for the prior year, an increase of $5.5 million, or 11.9%. The increases in the provision and ALLL were primarily driven by growth in the loan portfolio and provisions to recognize the continued effect of the weak economic environment on our portfolio. 53 The following table allocates the ALLL based on our judgment of inherent losses in each respective lending area according to our methodology for allocating reserves. 2011 2010 December 31, Loan Amount Allowance Amount Allowance as a % of Loan Amount Loan Amount Allowance Amount Allowance as a % of Loan Amount (dollars in thousands) Mortgage loans: Multi-family residential property Commercial property 1-4 family residential property Home equity lines of credit Construction and land $ 3,003,428 2,218,053 259,418 198,375 63,775 Other loans: Commercial and industrial loans Consumer loans Total 1,098,805 11,837 6,853,691 $ 25,160 23,844 3,096 818 4,836 27,622 786 86,162 0.84% 1.07% 1.19% 0.41% 7.58% 2.51% 6.64% 1.26% 1,716,248 1,799,162 266,011 192,027 115,195 1,146,110 13,086 5,247,839 7,401 14,521 3,352 831 2,386 37,545 1,360 67,396 0.43% 0.81% 1.26% 0.43% 2.07% 3.28% 10.39% 1.29% In determining the ALLL, management considers the imprecision inherent in the process of estimating credit losses. A portion of the allowance is based on management’s review of factors affecting the determination of probable losses inherent in the portfolio that are not necessarily captured by the application of historical loss experience factors, such as the current regional economic environment. Commercial loans (including commercial and industrial loans along with loans to commercial borrowers that are secured by real estate) constitute a substantial portion of our loan activity and loan portfolio. Substantially all of the real estate collateral for the loans in our portfolio is located within the New York metropolitan area. As a result, our financial condition and results of operations may be affected by changes in the economy and the real estate market of the New York metropolitan area. A prolonged period of economic recession or other adverse economic conditions in the New York metropolitan area may result in an increase in nonpayment of loans, a decrease in collateral value, and an increase in our ALLL. For additional information about the provision and ALLL, see the related discussions of asset quality later in this report. Non-Interest Income For the year ended December 31, 2011, non-interest income was $42.0 million, a decrease of $610,000, or 1.4%, when compared with 2010. Net gains on sales of securities totaled $14.4 million for the year ended December 31, 2011, a decrease of $11.0 million when compared to the prior year. During the first quarter of 2010, with the Federal Reserve’s announcement that it would end the easing program on March 31, 2010, together with overall tight credit spreads, the Bank subsequently set out to capitalize on gains in its securities portfolio with the expectation of more advantageous reinvestment opportunities. During 2011, we recognized through earnings net other-than-temporary impairment losses on securities totaling $2.1 million, compared to $14.2 million of net other-than-temporary impairment losses on securities recognized through earnings during 2010. During 2011, ten securities were determined to be other-than-temporarily impaired, including seven private collateralized mortgage obligations, one collateralized debt obligation, and two securities classified as other. During 2010, fifteen securities were determined to be other-than-temporarily impaired, including six bank-collateralized pooled trust preferred securities, five private collateralized mortgage obligations, and four collateralized debt obligations. The securities were determined to be other-than-temporarily impaired based on the extent and duration of the decline in fair value below amortized cost, giving consideration to market liquidity, the uncertainty of a near-term recovery in value and the decline in expected cash flows. For further discussion of our other-than-temporary impairment losses, see Note 4 to our Consolidated Financial Statements. 54 Non-Interest Expense Non-interest expense increased $17.8 million, or 10.8%, to $182.7 million for the year ended December 31, 2011 from $164.9 million for the year ended December 31, 2010. This increase was primarily driven by a $14.8 million increase in salaries and benefits mostly attributable to the addition of seven private client banking teams and other personnel during the year, combined with a $1.4 million increase in occupancy and equipment primarily resulting from additional private client offices and expanded operation centers. The increase also reflects a $638,000 increase in other general and administrative expenses, reflecting increased expenses due to additional client activity, which were partially offset by a reduction in FDIC deposit insurance assessment fees. For the year-ended December 31, 2011, our FDIC deposit insurance assessment totaled $9.5 million compared, to $13.5 million for 2010. This decrease reflects a reduction of $2.2 million due to the elimination of assessments charged for participation in the Transaction Account Guarantee Program, which was in effect through December 31, 2010. In addition, our base FDIC assessment for the year ended December 31, 2011 decreased $1.9 million when compared to 2010, largely due to new assessment rules (as further discussed below). In accordance with the Dodd-Frank Act, on February 7, 2011, the FDIC adopted a final rule that redefined the assessment base for deposit insurance assessments as average consolidated total assets minus average tangible equity, rather than average deposits. The final rule also established a new assessment rate schedule, as well as alternative rate schedules, that become effective when the insurance fund’s reserve ratio reaches certain levels. The final rule also makes conforming changes to the unsecured debt and brokered deposit adjustments to assessment rates, eliminates the secured liability adjustment and creates a new assessment rate adjustment for unsecured debt held that is issued by another insured depository institution. The new rate schedule and other revisions to the assessment rules became effective April 1, 2011. For large insured depository institutions, generally defined as those with at least $10 billion in total assets, the final rule also eliminates risk categories and the use of long-term debt issuer ratings when calculating the initial base assessment rates and combines regulatory ratings and financial measures into two scorecards, one for most large insured depository institutions and another for highly complex insured depository institutions, to calculate assessment rates. A highly complex institution is generally defined as an insured depository institution with more than $50 billion in total assets that is controlled by a parent company with more than $500 billion in total assets. Under the new assessment rate schedule, effective April 1, 2011, the initial base assessment rate for large and highly complex insured depository institutions range from five to thirty-five basis points, and total base assessment rates, after applying all the unsecured debt and brokered deposit adjustments, range from two and one-half to forty-five basis points. As the new assessment rules currently stand, we expect the rules will have a continued positive impact on our future FDIC deposit insurance assessment fees compared to the assessment rules in effect prior to the recent changes. Stock-Based Compensation We recognize compensation expense in our statement of operations for all stock-based compensation awards over the requisite service period with a corresponding credit to equity, specifically additional paid-in capital. Compensation expense is measured based on grant date fair value and is included in salaries and benefits (non- interest expense). As of December 31, 2011, there was $22.8 million of total unrecognized compensation cost related to unvested restricted shares that is expected to be recognized over a weighted-average period of 3.76 years. During the years ended December 31, 2011 and 2010, we recognized compensation expense of $8.5 million and $9.3 million, respectively, for restricted shares. Included in compensation expense for the year ended December 31, 2010 was $1.6 million from the December 13, 2010 accelerated vesting of 214,330 restricted shares originally scheduled to vest on March 22, 2011. No restricted shares vested during the year ended December 31, 2011. The total fair value of restricted shares that vested during the year ended December 31, 2010 was $16.7 million. 55 Income Taxes We recognized income tax expenses for the years ended December 31, 2011 and 2010 of $117.7 million and $74.2 million, respectively. The components of income tax expense for the years ended December 31, 2011 and 2010 are reflected in the following table: (in thousands) Current expense Deferred income tax benefit Total income tax expense Years ended December 31, 2011 2010 $ $ 128,831 (11,132) 117,699 87,276 (13,089) 74,187 The increase in current income tax expense was primarily driven by an increase in our pre-tax income, combined with the elimination of tax benefits received on income from our real estate investment trust (“REIT”) subsidiary. In April 2007, the State of New York enacted tax legislation that included, for companies with average assets in excess of $8 billion, a four-year phase out of the tax benefit received on income from REIT subsidiaries. Since our average assets are in excess of $8 billion, the income tax benefit on income from our REIT subsidiary was completely eliminated beginning January 1, 2011. Accordingly, our effective tax rate for the year ended December 31, 2011 increased to 44.0%, compared to 42.1% for the prior year. 56 Financial Condition Securities Portfolio Securities in our investment portfolio are designated as either held-to-maturity (“HTM”) or available-for-sale (“AFS”) based upon various factors, including asset/liability management strategies, liquidity and profitability objectives and regulatory requirements. HTM securities are carried at cost and adjusted for amortization of premiums or accretion of discounts. AFS securities may be sold prior to maturity, based upon asset/liability management decisions and are carried at fair value. Unrealized gains or losses on AFS securities are recorded in accumulated other comprehensive income (loss), net of tax, in shareholders’ equity. Other-than-temporary impairment losses on AFS and HTM debt securities attributable to credit losses are recorded in current earnings, while losses attributable to noncredit factors are recorded in accumulated other comprehensive income. Amortization of premiums and accretion of discounts on mortgage-backed securities are periodically adjusted for estimated prepayments. At December, 2012, our total securities portfolio was $6.87 billion compared to $7.07 billion at December 31, 2011. Our portfolio primarily consists of mortgage-backed securities (“MBSs”) and collateralized mortgage obligations (“CMOs”) issued by U.S. Government agencies ($766.5 million), government-sponsored enterprises ($4.33 billion) and private issuers ($703.8 million). Overall, our securities portfolio had a weighted average duration of 2.75 years and a weighted average life of 3.82 years as of December 31, 2012. 81.9% of our securities portfolio had a AAA credit rating, and 92.4% had a credit rating of A or better as of December 31, 2012. In addition, 96.2% of our securities portfolio was rated investment grade or better at December 31, 2012, compared to 97.3% at December 31, 2011. Also, at December 31, 2012, we did not hold sovereign debt of Greece or other Euro-zone countries currently experiencing financial difficulty. For further discussion of our investment securities and the related determination of fair value, see Notes 3 and 4 to our Consolidated Financial Statements. The agency MBS portfolio primarily consists of adjustable rate hybrid securities, fixed rate balloon, and seasoned 15-year structures. The agency CMO portion of our portfolio primarily consists of short duration planned amortization and sequential structures, collateralized by conforming first lien residential mortgages. The private CMO portfolio consists of prime borrowers with seasoned underlying mortgages and supportive credit enhancement. The weighted average age of the underlying collateral is approximately 102 months with a weighted average loan to value ratio of approximately 57% of original appraised values. The weighted average FICO score of the borrowers was approximately 720 at origination of the loan. The Private CMO sector is diversified with an average holding of $1.9 million per issue. Our asset-backed portfolio primarily consists of intermediate term fixed rate AAA and floating rate AA/A rated credit card, auto and home equity collateralized securities and collateralized debt obligations. At December 31, 2012, the net unrealized gain on AFS securities, net of tax effect, was $43.8 million as reflected in accumulated other comprehensive income, compared to a net unrealized loss of $29.8 million at December 31, 2011. The fair value of our AFS securities is affected by several factors including, credit spreads, interest rate environment, unemployment rates, delinquencies and defaults on the mortgages underlying such obligations, changes in interest rates resulting from expiration of the fixed rate portion of adjustable rate mortgages (“ARMs”), changing home prices, market liquidity for such obligations, and uncertainties in respect of government-sponsored enterprises such as Fannie Mae and Freddie Mac, which guarantee many of the debt securities we own. The estimated effect of possible changes in interest rates on our earnings and equity is discussed in “Item 7A. Quantitative and Qualitative Disclosures About Market Risk.” We continue to closely monitor the securities in our investment portfolio, and other than those securities for which we have recorded other-than-temporary impairment losses, we believe the declines in fair value are temporary. We have no intent to sell these securities, and we believe it is not more likely than not that we will be required to sell these investments before recovery of their amortized cost basis. In the event these securities demonstrate an adverse change in expected cash flows and we no longer expect to recover the amortized cost basis or if we change our intent to hold these securities, we would recognize additional other-than-temporary impairment losses through earnings. 57 The following table summarizes the components of our AFS and HTM securities portfolios at the dates indicated: (in thousands) AVAILABLE-FOR-SALE Residential mortgage-backed securities: U.S. Government Agency Government-sponsored enterprises Collateralized mortgage obligations: U.S. Government Agency Government-sponsored enterprises Private Other debt securities: 2012 December 31, 2011 2010 Amortized Cost Fair Value Amortized Cost Fair Value Amortized Cost Fair Value $ 32,456 844,503 34,315 878,385 36,437 1,103,380 38,649 1,141,619 24,764 1,048,591 25,538 1,065,450 576,709 2,872,130 696,593 586,825 2,900,066 694,986 681,869 2,902,349 818,904 697,542 2,968,904 792,514 642,741 2,060,430 825,674 646,627 2,084,165 797,478 Commercial mortgage-backed securities 373,750 392,637 315,573 322,026 191,293 191,063 Single issuer trust preferred & corporate debt securities Pooled trust preferred securities Collateralized debt obligations Other Equity securities (1) Total available-for-sale HELD-TO-MATURITY Residential mortgage-backed securities: U.S. Government Agency Government-sponsored enterprises Collateralized mortgage obligations: U.S. Government Agency Government-sponsored enterprises Private Other debt securities: Commercial mortgage-backed securities Collateralized debt obligations Other Total held-to-maturity 418,918 27,863 5,282 186,478 16,290 6,050,972 $ 426,855 8,601 2,952 188,539 16,195 6,130,356 345,324 28,216 6,487 204,002 15,708 6,458,249 336,623 7,116 2,757 189,506 15,599 6,512,855 207,363 28,608 6,992 228,949 15,475 5,280,880 203,416 4,562 4,874 210,946 15,167 5,249,286 $ 3,010 67,904 3,156 68,648 3,286 20,013 3,431 20,859 3,796 9,465 3,920 9,998 142,358 485,918 8,852 - 4,739 27,054 739,835 $ 148,130 498,277 7,192 - 2,739 27,327 755,469 122,560 358,859 11,419 358 5,309 34,240 556,044 128,185 375,661 7,972 359 2,710 32,803 571,980 83,858 279,497 12,838 12,495 6,342 39,605 447,896 85,958 286,176 10,358 12,495 3,688 37,722 450,315 (1) Equity securities represent Community Reinvestment Act (“CRA”) qualifying closed-end bond fund investments. The following table presents the credit rating distribution of our securities portfolio at December 31, 2012: Credit Rating AAA AA A BBB Below BBB Total Percentage of Portfolio 81.92% 3.37% 7.12% 3.76% 3.83% 100.00% 58 The following table provides the estimated change in fair value of our debt securities for various interest rate shocks at December 31, 2012: Interest Rate Shock +100 basis points +200 basis points +300 basis points Estimated Fair Value Change (0.47%) (3.91%) (8.47%) The following table presents the contractual maturity distribution and the weighted average yields of our combined available-for-sale and held-to-maturity securities portfolio as of December 31, 2012. Due to prepayments of collateral underlying the securities, actual maturity may differ from contractual maturity. (dollars in thousands) Less than one year Mortgage-backed securities Collateralized mortgage obligations Other securities (1) Total One year to less than five years Mortgage-backed securities Collateralized mortgage obligations Other securities Total Five years to less than 10 years Mortgage-backed securities Collateralized mortgage obligations Other securities Total 10 years and longer Mortgage-backed securities Collateralized mortgage obligations Other securities Total All maturities Mortgage-backed securities Collateralized mortgage obligations Other securities Total Amortized Cost Fair Value Average Yield $ $ 528 14 - 542 $ 2,152 10,089 100,050 112,291 $ $ 7,462 97,314 252,922 357,698 $ $ 937,731 4,675,143 691,112 6,303,986 $ $ 947,873 4,782,560 1,044,084 6,774,517 $ 550 14 - 564 2,312 10,455 105,031 117,798 8,026 100,346 257,399 365,771 973,616 4,724,661 687,220 6,385,497 984,504 4,835,476 1,049,650 6,869,630 4.42% 1.56% 0.00% 4.35% 5.46% 5.53% 3.94% 4.11% 4.69% 3.95% 4.76% 4.54% 3.08% 2.92% 4.95% 3.17% 3.10% 2.95% 4.81% 3.26% (1) Excludes equity securities, which do not have maturities. 59 Loan Portfolio The following table presents information regarding the composition of our loan portfolio, including loans held for sale, as of the dates indicated: (dollars in thousands) Mortgage loans: 2012 2011 December 31, 2010 2009 2008 Amount % Amount % Amount % Amount % Amount % Multi-family residential property $ 4,380,453 43.38% $ 3,003,428 41.68% 1,716,248 30.68% 1,153,610 24.78% 721,166 19.59% Commercial property 2,919,708 28.90% 2,218,053 30.78% 1,799,162 32.16% 1,492,877 32.06% 1,156,315 31.40% 1-4 family residential property Home equity lines of credit Construction and land 307,158 190,782 99,475 3.04% 1.89% 0.98% 259,418 198,375 63,775 3.60% 2.75% 0.88% 266,011 192,027 115,195 4.76% 3.43% 2.06% 260,986 170,891 178,740 5.61% 3.67% 3.84% 245,892 129,202 168,890 6.68% 3.51% 4.59% Other loans: Commercial and industrial 1,860,866 18.42% 1,098,805 15.24% 1,146,110 20.49% 1,107,850 23.79% 1,033,119 28.06% Commercial - SBA guaranteed portion Consumer Sub-total / Total Premiums, deferred fees and costs Total 332,430 10,291 3.29% 0.10% 354,060 11,837 4.91% 0.16% 346,454 13,086 6.19% 0.23% 276,802 14,208 5.95% 0.31% 208,977 18,504 5.68% 0.50% 10,101,163 100.00% 7,207,751 100.00% 5,594,293 100.00% 4,655,964 100.00% 3,682,065 100.00% 40,075 $ 10,141,238 35,000 $ 7,242,751 32,834 5,627,127 13,341 4,669,305 6,157 3,688,222 Total loans increased by $2.90 billion, or 40%, to $10.14 billion at December 31, 2012, from $7.24 billion at December 31, 2011. Our total loan-to-deposit ratio, excluding loans held for sale, increased to 69.4% at December 31, 2012 from 58.3% at December 31, 2011. As of December 31, 2012, substantially all of the real estate collateral for the loans in our portfolio was located within the New York metropolitan area. As a result, our financial condition and results of operations may be affected by changes in the economy and the real estate market of the New York metropolitan area. A prolonged period of economic recession or other adverse economic conditions in the New York metropolitan area, such as the one we are currently experiencing, may result in an increase in nonpayment of loans, a decrease in collateral value, and an increase in our ALLL. In addition, during late October 2012, Superstorm Sandy struck the east coast of the United States causing extensive damage throughout our market area, which may adversely affect the collateral securing some of our loans and the future ability of our borrowers to repay their obligations to the Bank. We only securitize the U.S. Government guaranteed portion of SBA loans, and we have not securitized any of our loans secured by real estate. As a result, we have not made any representations to, and do not have obligations to, third-party purchasers regarding any such loans. At December 31, 2012, loans fully secured by cash and marketable securities represented 1.2% of outstanding loan balances. The SBA portfolio, consisting only of the guaranteed portion of the SBA loans, represented 3.2% of outstanding loan balances. Our fully unsecured loan portfolio represented 2.9% of our total outstanding loan portfolio at December 31, 2012. We generally limit unsecured lending for consumer loans to private clients who we believe possess ample net worth, liquidity and repayment capacity. The remainder of our loans is secured by real estate, company assets, personal assets and other forms of collateral. In order to assist in managing credit quality, we view the Bank’s loan portfolio by various segments and classes of loans. For commercial loans, we assign individual credit ratings ranging from 1 (lowest risk) to 9 (highest risk) as an indicator of credit quality. These ratings are based on specific risk factors, including (i) historical and projected financial results of the borrower, (ii) market conditions of the borrower’s industry that may affect the borrower’s future financial performance, (iii) business experience of the borrower’s management, (iv) nature of the underlying collateral, if any, and (v) the borrower’s history of payment performance. 60 The following table summarizes the recorded investment of our portfolio of commercial loans by credit rating as of the dates indicated: (in thousands) December 31, 2012 Commercial loans secured by real estate: Multi-family residential property Commercial property 1-4 family residential property Construction and land Commercial and industrial loans Total commercial loans December 31, 2011 Commercial loans secured by real estate: Multi-family residential property Commercial property 1-4 family residential property Construction and land Commercial and industrial loans Total commercial loans pass Rating 1-6 special mention Rating 7 substandard Rating 8 doubtful Rating 9 Non-rated Total $ 4,359,957 2,861,078 109,144 96,746 1,769,505 9,196,430 $ $ 2,948,942 2,149,498 78,026 48,416 982,082 6,206,964 $ 9,154 20,661 767 - 9,114 39,696 32,838 26,140 6,800 597 20,576 86,951 9,476 37,969 12,010 2,729 27,599 89,783 19,573 39,876 1,269 14,762 34,807 110,287 - - 400 - 7,723 8,123 - 2,500 - - 7,707 10,207 - - 34 - 4,378,587 2,919,708 122,355 99,475 46,925 46,959 1,860,866 9,380,991 - 3,001,353 39 2,218,053 - - 86,095 63,775 53,633 53,672 1,098,805 6,468,081 For consumer loans, including residential mortgages and home equity lines of credit, we consider the borrower’s payment history and current payment performance as lead indicators of credit quality. The following table summarizes the recorded investment of our portfolio of consumer loans by performance status as of the dates indicated: (in thousands) December 31, 2012 Residential mortgages Home equity lines of credit Other consumer loans Total consumer loans December 31, 2011 Residential mortgages Home equity lines of credit Other consumer loans Total consumer loans Performing Nonperforming Total $ $ $ $ 182,862 189,990 9,951 382,803 172,792 198,026 11,501 382,319 3,807 792 340 4,939 2,606 349 336 3,291 186,669 190,782 10,291 387,742 175,398 198,375 11,837 385,610 61 The following table presents commercial and industrial loans and construction and land loans at fixed and variable rates, by maturity for the periods indicated: As of December 31, 2012 Within One Year One to Five Years After Five Years $ $ 754,979 29,417 784,396 942,340 70,058 1,012,398 637,461 374,937 1,012,398 163,547 - 163,547 161,541 2,006 163,547 Total 1,860,866 99,475 1,960,341 (in thousands) Loan Type Commercial and industrial Construction and land Total Loans at fixed interest rates Loans at variable interest rates Total Asset Quality Non-performing Assets Non-performing assets include non-accrual loans and investment securities as well as other real estate owned. Loans are generally placed on non-accrual status upon becoming 90 days past due, or three months delinquent for single family property loans, based on contractual terms. In the case of commercial loans and loans secured by real estate, exceptions may be made if the loan has sufficient collateral value, based on a current appraisal, and is in process of collection. Consumer loans that are not secured by real estate, however, are generally placed on non-accrual status when deemed uncollectible; such loans are generally charged off when they reach 180 days past due. At the time a loan is placed on non-accrual status, the accrued but uncollected interest receivable is reversed and accounted for on a cash basis or cost recovery basis, until qualifying for return to accrual status. Management’s classification of a loan as non-accrual does not necessarily indicate that the principal of the loan is uncollectible in whole or in part. The following table summarizes our non-performing assets, troubled debt restructured loans, accruing loans that were 90 days past due as to principal or interest, and certain asset quality indicators as of the dates indicated: (dollars in thousands) Non-accrual assets: Loans Troubled debt restructured loans Investment securities, at fair value Other real estate owned Total non-performing assets Accruing troubled debt restructured loans Accruing loans past due 90 days or more: Loans Loans held for sale Asset Quality Ratios: Total non-accrual loans to total loans Total non-performing assets to total assets ALLL to non-accrual loans ALLL to total loans Quarterly net charge-offs to average loans (annualized) 2012 2011 December 31, 2010 2009 2008 46,606 31,885 $ 24,001 3,189 5,927 - 33,117 $ $ 52,554 $ 27,176 $ 1,579 0.28% 0.19% 40,432 1,786 5,772 566 48,556 44,685 9,000 1,307 0.62% 0.33% 31,155 2,979 4,445 1,667 40,246 8,530 15,740 1,778 - 8,216 700 55,522 - 12,494 3,883 0.65% 0.34% 1.07% 0.61% - 975 - 32,860 - 1,902 4,183 0.92% 0.46% 395.12% 204.09% 197.45% 118.27% 116.00% 1.10% 0.0025 1.26% 0.0071 1.29% 0.0116 1.26% 0.0061 1.07% 0.0032 62 The following table summarizes the delinquency and accrual status of our loan portfolio, excluding loans held for sale, as of the dates indicated: (in thousands) December 31, 2012 Commercial loans Past Due 30-89 Days Past Due 90+ Days Total Past Due Current Total Loans Accruing Loans Past Due 90+ Days Non-accruing Loans Loans secured by real estate: Multi-family residential property $ 8,504 Commercial property 1-4 family residential property Construction and land Commercial and industrial loans Consumer loans Residential mortgages Home equity lines of credit Consumer loans Total December 31, 2011 Commercial loans 15,740 2,769 - 18,260 2,704 676 61 48,714 $ Loans secured by real estate: Multi-family residential property $ 34,780 Commercial property 1-4 family residential property Construction and land Commercial and industrial loans Consumer loans Residential mortgages Home equity lines of credit Consumer loans Total 3,589 6,755 - 8,100 1,547 1,635 62 56,468 $ - 11,596 13,787 2,729 14,254 7,940 3,720 340 54,366 369 14,608 - 4,762 23,271 5,797 2,075 336 51,218 8,504 4,370,083 4,378,587 27,336 16,556 2,729 2,892,372 2,919,708 105,799 96,746 122,355 99,475 32,514 1,828,352 1,860,866 10,644 4,396 401 103,080 176,025 186,386 9,890 9,665,653 186,669 190,782 10,291 9,768,733 35,149 18,197 6,755 4,762 2,966,204 3,001,353 2,199,856 2,218,053 79,340 59,013 86,095 63,775 - 8,767 8,049 - 3,299 4,133 2,928 - 27,176 - 699 - - 31,371 1,067,434 1,098,805 3,384 7,344 3,710 398 107,686 168,054 194,665 11,439 6,746,005 175,398 198,375 11,837 6,853,691 3,191 1,726 - 9,000 - 2,829 5,738 2,729 10,955 3,807 792 340 27,190 369 13,909 - 4,762 19,887 2,606 349 336 42,218 Significant non-accrual loans at December 31, 2012 consisted of three commercial and industrial loans totaling $6.5 million, one commercial real estate loan for $2.2 million, and three residential mortgages totaling $8.2 million ($6.7 million 1-4 family and $1.5 million multi-family). Each of these non-accrual loans is being actively managed by the Bank, and the ALLL includes a specific allocation for each of them. If all non-accrual loans outstanding at December 31, 2012, 2011, and 2010 had been performing in accordance with their original terms, we would have recorded interest income, with respect to such loans, of approximately $2.2 million, $4.2 million, and $4.1 million for the years then ended, respectively. This compares to actual payments recorded as interest income realized, with respect to such loans, of $282,000, $363,000, and $765,000 for the years ended December 31, 2012, 2011, and 2010, respectively. Non-accrual investment securities at December 31, 2012, 2011, and 2010 consisted of bank-collateralized pooled trust preferred securities and one collateralized debt obligation. These securities were classified as non- performing because of a deferral of their interest payments. At December 31, 2012, 2011, and 2010, the fair value of our non-accrual pooled trust preferred securities totaled $4.6 million, $4.5 million, and $3.0 million, respectively. The fair value of our non-accrual collateralized debt obligation was $1.3 million at December 31, 2012 and 2011 and $1.5 million at December 31, 2010. Accruing loans past due 90 days or more, which are not included in the non-performing category, are presented in the above tables. At December 31, 2012, accruing loans past due 90 days or more include matured performing loans in the normal process of renewal ($878,000) and loans that are well secured and in process of collection ($16.2 million of commercial loans secured by real estate, $6.6 million of residential mortgages, and $2.6 million of commercial and industrial loans). At December 31, 2011, accruing loans past due 90 days or more include $3.8 million of residential mortgages that are well secured and in process of collection and a $1.9 million commercial 63 loan that was paid in full during January 2012. Accruing loans held for sale past due 90 days or more at December 31, 2012 and December 31, 2011 are comprised of U.S. Government guaranteed SBA loans. For economic reasons and to maximize the recovery of loans, we may work with borrowers experiencing financial difficulties and will consider modifications to a borrower’s existing loan terms and conditions that we would not otherwise consider, commonly referred to as troubled debt restructurings (“TDRs”). Our TDR loans consist of those loans where we modify the contractual terms of the loan, such as (i) a deferral of the loan’s principal amortization through either interest-only or reduced principal payments, (ii) a reduction in the loan’s contractual interest rate or (iii) an extension of the loan’s contractual term. At the time of restructuring, we determine whether a TDR loan should accrue interest based on the accrual status of the loan immediately prior to modification. A non-accrual TDR loan will be returned to accrual status when all the principal and interest amounts contractually due are brought current and future payments are reasonably assured. Additionally, there should be a sustained period of repayment performance (generally a period of six months) by the borrower in accordance with the modified contractual terms. In years after the year of restructuring, the loan is not reported as a TDR loan if it was restructured at a market interest rate and it is performing in accordance with its modified terms. For further discussion of our TDR loans and the related financial effects, see Note 8 to our Consolidated Financial Statements. Allowance for Loan and Lease Losses The ALLL is maintained at a level estimated by management to absorb probable losses inherent in the loan portfolio and is based on management’s continuing evaluation of the portfolio, the related risk characteristics, and the overall economic conditions affecting the loan portfolio. The estimation is inherently subjective as it requires measurements that are susceptible to significant revision as more information becomes available. At December 31, 2012, 2011, and 2010, our ALLL totaled $107.4 million, $86.2 million, and $67.4 million, respectively, which represents 1.10%, 1.26%, and 1.29% of total loans and leases (excluding loans held for sale), respectively. The provision for loan and lease losses is a charge to earnings to maintain the ALLL at a level consistent with management’s assessment of the loan portfolio in light of current economic conditions and market trends. For the years ended December 31, 2012, 2011, and 2010, we recorded provisions of $41.4 million, $51.9 million, and $46.4 million, respectively. These provisions were made to reflect management’s assessment of the inherent and specific risk of loan and lease losses relative to the growth of the portfolio. Our methodology to determine the ALLL includes segmenting the loan portfolio into various components and applying various loss factors to estimate the amount of probable losses. The largest segment of our loan portfolio is comprised of credit-rated commercial loans, comprising 95.5% of our total loan portfolio, excluding loans held for sale, as of December, 2012. Our credit-rated commercial loans include commercial and industrial loans along with loans to commercial borrowers that are secured by real estate (commercial property, multi-family residential property, 1-4 family residential property and construction and land). For each loan within this segment, a credit rating is assigned based on a review of specific risk factors, including (i) historical and projected financial results of the borrower, (ii) market conditions of the borrower’s industry that may affect the borrower’s future financial performance, (iii) business experience of the borrower’s management, (iv) nature of the underlying collateral, if any, and (v) borrower’s history of payment performance. When assigning a credit rating to a loan, we use an internal nine-level rating system in which a rating of one carries the lowest level of credit risk and is used for borrowers exhibiting the strongest financial condition. Loans rated one through six are deemed to be acceptable quality and are considered “Pass.” Loans that are deemed to be of questionable quality are rated seven (special mention). Loans with adverse classifications (substandard or doubtful) are rated eight or nine, respectively. A loan is considered substandard if it is inadequately protected by the current net worth and paying capacity of the borrower, or by the collateral pledged. Substandard loans are characterized by the distinct possibility that the Bank will sustain some loss if the deficiencies are not corrected. Loans classified as doubtful have all of the weaknesses inherent in those classified substandard with the added characteristic that the weaknesses present make collection or liquidation in full, on the basis of currently existing facts, conditions, and values, highly questionable and improbable. The outstanding amounts of credit-rated commercial loans are aggregated by credit rating, and we estimate the allowance for each credit rating using loss factors based on historical loss experience and qualitative adjustments 64 reflecting the current economic conditions and outlook for housing, employment, manufacturing, and consumer spending. The economic adjustments reflect the imprecision that is inherent in the estimates of probable loan losses, and are intended to ensure adequacy of the overall allowance amount. The loss factors assigned to each credit rating are adjusted based on management’s judgment, along with certain qualitative factors such as the trend and severity of problem loans that can cause the estimation of inherent losses to differ from historical experience. Any change to an individual credit rating affects the amount of the related allowance. Our internal review process results in the periodic review of assigned credit ratings to reflect changes in specific risk factors. Commercial lines of credit are generally issued with terms of one year, and upon annual renewal our lenders perform a full review of the specific risk factors to assess the appropriateness of the assigned credit ratings. Furthermore, loans classified as special mention, substandard, or doubtful are placed on our internal watch list and our lenders perform a credit rating review on a quarterly basis (special mention loans) or monthly basis (substandard and doubtful loans). In addition, our Risk Management function, which reports directly to the Risk Committee of our Board of Directors, performs periodic credit reviews that provide an independent evaluation of the assigned credit ratings. These reviews generally cover, in aggregate, between 40-50% of the commercial loan portfolio, including all commercial loans over $500,000 with adverse credit ratings on an annual basis. Additionally, our Risk Management function focuses its reviews on those loans with higher-risk attributes, such as lines of credit with higher utilization percentages and loan facilities with delinquencies. Our methodology to determine the ALLL for the non-rated segments of our loan portfolio is based on historical loss experience and qualitative factors. Non-rated loans generally include commercial loans with outstanding principal balances below $100,000, commercial overdrafts, residential mortgages, and consumer loans. The outstanding amounts of loans in each of these segments are aggregated, and we apply percentages based on historical losses and qualitative factors by segment to estimate the required allowance. Non-rated loans comprise 4.5% of our total loan portfolio, excluding loans held for sale, as of December 31, 2012. We consider all non-accrual loans to be impaired loans, and the related specific allowances are determined on an individual (non-homogeneous) basis. Factors contributing to the determination of specific allowances on impaired loans include the creditworthiness of the borrower and, more specifically, changes in the expected future receipt of principal and interest payments and/or in the value of pledged collateral. For impaired loans in excess of $300,000, a specific allowance is recorded when the carrying amount of the loan exceeds the discounted estimated cash flows using the loan’s initial effective interest rate or, for collateral-dependent loans, the fair value of collateral. For smaller impaired loans, in the absence of other factors affecting the collectability of the loan, we generally determine the amount of specific allowance using estimated loss percentages based on the amount of time the loan has been delinquent. The methodology used in the periodic review of reserve adequacy, which is performed at least quarterly, is designed to be responsive to changes in portfolio credit quality and inherent credit losses. The changes are reflected in both the pooled formula reserve and in specific reserves as the collectability of larger classified loans is regularly recalculated with new information as it becomes available. As our portfolio matures, historical loss ratios are closely monitored. Currently, the review of reserve adequacy is performed by our senior management, assessed by a credit review function, and presented to our Board of Directors for their review and consideration on a quarterly basis. 65 The following table presents our ALLL and outstanding loan balances by segment of our loan portfolio, based on the methodology followed in determining the ALLL: (in thousands) As of December 31, 2012 ALLL: Credit-rated commercial loans Commercial loans Non-rated Residential mortgages Consumer loans Total Individually evaluated for impairment $ 6,803 Collectively evaluated for impairment 93,289 Recorded investment in loans: Individually evaluated for impairment Collectively evaluated for impairment 71,918 9,262,114 As of December 31, 2011 ALLL: Individually evaluated for impairment $ 4,651 Collectively evaluated for impairment 74,202 Recorded investment in loans: Individually evaluated for impairment Collectively evaluated for impairment 56,216 6,358,193 654 3,615 1,389 45,570 991 3,963 2,190 51,482 269 2,150 6,097 371,354 291 1,278 4,817 368,956 154 499 340 9,951 168 618 7,880 99,553 79,744 9,688,989 6,101 80,061 336 11,501 63,559 6,790,132 The following table allocates our ALLL to the respective portfolio categories: (dollars in thousands) Amount % Amount % Amount % Amount % Amount % 2012 2011 2010 2009 2008 December 31, Mortgage Loans: Multi-family residential property $ 31,292 29.13% 25,160 29.20% 7,401 10.98% 5,088 9.23% 4,136 11.18% Commercial property 38,292 35.64% 23,844 27.67% 14,521 21.55% 10,778 19.55% 8,689 23.49% 1-4 family residential property Home equity lines of credit Construction and land Other loans: 4,794 1,099 1,127 4.46% 1.02% 1.05% 3,096 818 4,836 3.59% 0.95% 5.61% 3,352 831 2,386 4.97% 1.23% 3.54% 1,576 631 4,027 2.86% 1.14% 7.31% 828 194 2,116 2.24% 0.52% 5.72% Commercial and industrial 30,176 28.09% 27,622 32.06% 37,545 55.71% 32,279 58.57% 20,668 55.89% Consumer Total 653 0.61% 786 0.91% 1,360 2.02% 741 1.34% 356 0.96% $ 107,433 100.00% 86,162 100.00% 67,396 100.00% 55,120 100.00% 36,987 100.00% 66 Summary of Loan Loss Experience The following table presents the changes in the ALLL for the years indicated: (in thousands) Beginning balance - ALLL Charge-offs and recoveries: Loans charged-off Recoveries of loans previously charged off Net charge-offs Provision for loan losses Ending balance - ALLL 2012 Years ended December 31, 2010 2011 2009 2008 $ 86,162 67,396 55,120 36,987 18,236 22,156 2,000 20,156 41,427 107,433 $ 35,393 2,283 33,110 51,876 86,162 35,583 1,487 34,096 46,372 67,396 25,451 869 24,582 42,715 55,120 8,377 240 8,137 26,888 36,987 The following table presents a summary by loan portfolio segment of our ALLL, loan loss experience, and provision for loan and lease losses for the periods indicated: (in thousands) For the year ended December 31, 2012 Beginning balance - ALLL Provision for loan and lease losses Loans charged off Recoveries of loans previously charged off Ending balance - ALLL For the year ended December 31, 2011 Beginning balance - ALLL Provision for loan and lease losses Loans charged off Recoveries of loans previously charged off Ending balance - ALLL Credit-rated commercial loans Commercial loans Non-rated Residential mortgages Consumer loans Total $ 78,853 39,634 (18,657) 262 100,092 $ $ 56,212 51,635 (29,502) 508 78,853 $ 4,954 214 (2,439) 1,540 4,269 8,352 (429) (4,467) 1,498 4,954 1,569 1,481 (635) 4 2,419 1,472 447 (350) - 1,569 786 98 (425) 194 653 1,360 223 (1,074) 277 786 86,162 41,427 (22,156) 2,000 107,433 67,396 51,876 (35,393) 2,283 86,162 Our net charge-offs during 2012 decreased to $20.2 million compared to $33.1 million for the prior year. Significant charge-offs during 2012 consisted of five commercial and industrial loans totaling $6.9 million, three commercial real estate loans totaling $7.7 million, and one residential loan for $877,000. The remainder of 2012 charge-offs were primarily comprised of small business and overdraft line of credit relationships, for which the individual charge-off did not exceed $500,000. Deferred Tax Asset/Liability At December 31, 2012, after considering all available positive and negative evidence, management concluded that a valuation allowance for deferred tax assets was not necessary because it is more likely than not that these tax benefits will be fully realized. While we will continue to monitor the need for a valuation allowance going forward, we do not expect a valuation allowance will be required based upon projected profitability and taxable income in the carry-back period. Net deferred tax assets are included in other assets in our Consolidated Statements of Financial Condition. 67 The following table presents the components of the net deferred tax asset at December 31, 2012 and 2011: (in thousands) DEFERRED TAX ASSETS Allowance for loan losses Depreciation Unearned compensation - restricted shares Non-accrual interest Write-down for other-than-temporary impairment of securities Other Total deferred tax assets recognized in earnings Net unrealized losses on securities available-for-sale Total deferred tax assets DEFERRED TAX LIABILITIES Depreciation Prepaid expenses Other Total deferred tax liabilities recognized in earnings Net unrealized gains on securities available-for-sale Total deferred tax liabilities Net deferred tax asset December 31, 2012 2011 $ 47,154 - 2,103 1,455 18,643 8,782 78,137 - 78,137 138 660 1,753 2,551 34,284 36,835 41,302 $ 38,034 1,388 4,987 2,617 17,393 2,357 66,776 - 66,776 - 241 6 247 23,542 23,789 42,987 Deferred tax assets arise from expected future tax benefits attributable to temporary differences and carry- forwards. Deferred tax liabilities arise from expected future tax expense attributable to temporary differences. Temporary differences are defined as differences between the tax basis of an asset or liability and its reported amount in the financial statements that will result in taxable or deductible amounts in future years. Carry-forwards are defined as deductions or credits that cannot be currently utilized for tax purposes that may be carried forward to reduce taxable income or taxes payable in a future year. Deposits At December 31, 2012, we maintained approximately 84,500 deposit accounts, compared to approximately 78,000 accounts at December 31, 2011. Excluding brokered deposits, total deposits at December 31, 2012 and 2011 were $13.97 billion and $11.70 billion, respectively. Included in deposits at December 31, 2012 and 2011 were approximately $886.3 million and $774.0 million, respectively, of short-term escrow deposits. We have developed a core competency in catering to the needs of law firms, accounting firms, claims administrators and title companies, which allows us to obtain from our clients short-term escrow deposits. The majority of short-term escrows outstanding at December 31, 2012, due to their nature, are expected to be released during the first quarter of 2013. Excluding the short-term escrow deposits and brokered CDs, our total core deposits increased approximately $2.17 billion during 2012 as a result of the addition of new private client groups, as well as additional deposits raised by our existing private client groups. 68 The following table presents the composition of our deposits and deposit products as of the dates indicated: (dollars in thousands) Personal demand deposit accounts (1) Business demand deposit accounts (1) Rent security Personal NOW Business NOW Personal money market accounts Business money market accounts Personal time deposits Business time deposits Brokered time deposits Total Demand deposit accounts (1) NOW Money market accounts Time deposits Brokered time deposits Total Personal Business Brokered time deposits Total (1) Non-interest bearing. December 31, 2012 2011 Amount Percentage Amount Percentage $ 501,577 3,943,387 90,766 38,478 752,843 2,747,746 5,061,632 473,442 364,276 108,505 14,082,652 4,444,964 791,321 7,900,144 837,718 108,505 14,082,652 3,761,243 10,212,904 108,505 14,082,652 $ $ $ $ $ 3.56% 28.00% 0.64% 0.27% 5.35% 19.52% 35.94% 3.36% 2.59% 0.77% 100.00% 31.56% 5.62% 56.10% 5.95% 0.77% 100.00% 26.71% 72.52% 0.77% 100.00% 331,268 2,817,168 75,139 37,094 606,036 2,314,369 4,677,424 492,060 345,782 57,798 11,754,138 3,148,436 643,130 7,066,932 837,842 57,798 11,754,138 3,174,791 8,521,549 57,798 11,754,138 2.82% 23.97% 0.64% 0.32% 5.16% 19.68% 39.79% 4.19% 2.94% 0.49% 100.00% 26.79% 5.48% 60.11% 7.13% 0.49% 100.00% 27.01% 72.50% 0.49% 100.00% The following table presents our average deposits and average interest rates accrued for the periods indicated: (dollars in thousands) NOW and interest-bearing demand Money market Time deposits Brokered time deposits Non-interest-bearing demand deposits Total deposits Years ended December 31, 2012 2011 Average Balance Average Rate Average Balance Average Rate $ 705,604 7,874,582 849,121 76,146 3,569,645 13,075,098 $ 0.45% 0.85% 1.64% 0.55% - 0.64% 632,804 6,611,992 871,929 45,063 2,702,236 10,864,024 $ 0.52% 1.08% 1.81% 1.07% - 0.84% 69 The following table presents time deposits of $100,000 or more by their maturity as of December 31, 2012: (dollars in thousands) Three months or less Over three months through six months Over six months through one year Over one year Total December 31, 2012 $ 160,780 92,241 222,540 226,253 701,814 $ Borrowings The following table presents information regarding our borrowings: At or for the year ended December 31, 2012 2011 2010 (dollars in thousands) Amount Federal Home Loan Bank advances $ 590,000 Repurchase agreements Federal funds purchased Other short-term borrowings 645,000 350,000 - Total borrowings $ 1,585,000 Maximum total outstanding at any month-end Average balance Average rate $ 1,585,000 $ 1,161,784 Weighted Average Rate 0.88% 2.86% 0.33% 0.00% 1.57% Weighted Average Rate 0.92% 3.23% 0.17% 0.00% 2.02% Amount 675,000 695,000 55,800 - 1,425,800 1,425,800 1,073,430 Weighted Average Rate 1.64% 3.68% 0.18% 0.00% 2.39% Amount 558,000 540,000 118,000 6,200 1,222,200 1,222,200 913,199 2.29% 2.76% 3.69% At December 31, 2012, our borrowings were $1.59 billion, or 10.1% of our funding liabilities, compared to $1.43 billion, or 10.8% of our funding liabilities, at December 31, 2011. These borrowings are collateralized by our mortgage-backed and collateralized mortgage obligation securities. We also hold $26.6 million in Federal Home Loan Bank of New York (“FHLB”) capital stock as required collateral for our outstanding borrowing position with the FHLB. Based on our financial condition, our asset size, the available capacity under our repurchase agreement lines and our FHLB line, and the amount of securities available for pledging, we estimate our current available consolidated borrowing capacity to be approximately $3.10 billion at December 31, 2012. The following table shows the maturity or re-pricing of our borrowings at December 31, 2012. Maturity or repricing period (in thousands) 3 months or less 3 - 12 months 1 - 3 years Over 3 years Total $ 840,000 515,000 230,000 - 1,585,000 Fair Value of Financial Instruments Our AFS securities, which represent $6.13 billion of our total assets at December 31, 2012, are carried at fair value. Held-for-sale loans totaling $739.8 million at December 31, 2012, are carried at the lower of cost or fair value. U.S. GAAP establishes a three-level fair value hierarchy that prioritizes techniques used to measure the fair value of assets and liabilities, based on the transparency and reliability of inputs to valuation methodologies. An 70 instrument’s categorization within the hierarchy is based upon the lowest level of input that is significant to the fair value measurement. Therefore, for assets classified in Levels 1 and 2 of the hierarchy where inputs are principally based on observable market data, there is less judgment applied in arriving at a fair value measurement. For instruments classified within Level 3 of the hierarchy, judgments are more significant. Where available, the fair value of AFS securities is based upon valuations obtained from third-party pricing sources. In order to ensure the fair valuations obtained are appropriate, we typically compare data from two or more independent third-party pricing sources. If there is a large price discrepancy between the two pricing sources for an individual security, we utilize industry market spread data to assist in determining the most appropriate valuation. The valuations provided by the pricing services are derived from quoted market prices or using matrix pricing. Matrix pricing is a valuation technique consistent with the market approach of determining fair value. The market approach uses prices and other relevant information generated by market transactions involving identical or comparable assets. Matrix pricing is a mathematical technique used principally to value debt securities without relying exclusively on quoted prices of specific securities, but rather on the securities’ relationship to other benchmark quoted securities. Most of our securities portfolio is priced using this method, and such securities are classified as Level 2. Securities are classified within Level 3 of the valuation hierarchy in cases where there is limited activity or less transparency around inputs to the valuation. In these cases, we determine fair value based upon in-depth analysis of the cash flow structure and credit analysis for each position. Relative market spreads are utilized to discount the cash flow to determine current market values, as well as analysis of relative coverage ratios, credit enhancements, and collateral characteristics. SBA interest-only trip securities, pooled trust preferred securities, and private CMOs are all included in the Level 3 fair value hierarchy. Our held-for-sale loans predominantly consist of variable rate SBA loans, which are fully guaranteed by the U.S. Government. Accordingly, the cost of these loans typically approximates fair value. We validate the fair value of these loans through our active market participation in the SBA secondary market, where we are one of the top market makers in the industry. We believe our valuation methods are appropriate and consistent with other market participants; however, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different estimate of fair value at the reporting date. For further discussion of the determination of fair value, see Note 3 to our Consolidated Financial Statements. Contractual Obligations The following table presents our significant contractual obligations as of December 31, 2012: Less than 1 year $ 3,336 840,000 13,530 856,866 $ Payments due by period 3 - 5 years More than 5 years 1 - 3 years 6,786 515,000 25,224 547,010 2,416 230,000 16,522 248,938 - - 21,981 21,981 Total 12,538 1,585,000 77,257 1,674,795 (in thousands) Information technology contract Borrowings Operating leases Total contractual cash obligations Off-Balance Sheet Arrangements In the normal course of business, we have various outstanding commitments and contingent liabilities that are not reflected in the accompanying Consolidated Financial Statements. We enter into transactions that involve financial instruments with off-balance sheet risks in the ordinary course of business to meet the financing needs of our clients. Such financial instruments include commitments to extend 71 credit, standby letters of credit, and unused balances under confirmed letters of credit, all of which are primarily variable rate. Such instruments involve, to varying degrees, elements of credit and interest rate risk. Our exposure to credit loss in the event of nonperformance by the other party with regard to financial instruments is represented by the contractual notional amount of those instruments. Financial instrument transactions are subject to our normal credit policies and approvals, financial controls and risk limiting and monitoring procedures. We generally require collateral or other security to support financial instruments with credit risk. A summary of commitments and contingent liabilities is as follows: (in thousands) Unused commitments to extend credit Financial standby letters of credit Commercial and similar letters of credit Other Total December 31, 2012 2011 $ $ 445,444 184,181 24,094 1,021 654,740 436,006 220,667 15,036 942 672,651 Commitments to extend credit consist of agreements having fixed expiration or other termination clauses and may require payment of a fee. Total commitment amounts may not necessarily represent future cash requirements. We evaluate each client's creditworthiness on a case-by-case basis. Upon the extension of credit, we will obtain collateral, if necessary, based on our credit evaluation of the counterparty. Collateral held varies but may include deposits held in financial institutions, commercial properties, residential properties, accounts receivable, property, plant and equipment and inventory. At December 31, 2012 and 2011, our reserves for losses on unused commitments to extend credit totaled $575,000 and $596,000, respectively, and are included in accrued expenses and other liabilities in our Consolidated Statements of Financial Condition. We recognize a liability at the inception of the guarantee that is equivalent to the fee received from the guarantor. This liability is amortized over the life of the guarantee on a straight-line basis. At December 31, 2012 and 2011, we had deferred revenue for commitment fees paid for the issuance of standby letters of credit in the amounts of $676,000 and $742,000, respectively. Standby letters of credit are conditional commitments issued by us to guarantee the performance of a client’s obligation to a third party. Standby letters of credit are primarily used to support clients' business trade transactions and may require payment of a fee. The credit risk involved in issuing letters of credit is essentially the same as that involved in extending loan facilities to clients. We had reserves for credit losses on standby letters of credit totaling $106,000 and $444,000 at December 31, 2012 and 2011, respectively. At December 31, 2012 and 2011, we had commitments to sell residential mortgage loans and the U.S. government-guaranteed portion of SBA loans of $8.7 million and $8.9 million, respectively. Capital Resources As a New York state-chartered bank, we are required to maintain minimum levels of regulatory capital. These standards generally are as stringent as the comparable capital requirements imposed on national banks. The FDIC is also authorized to impose capital requirements in excess of these standards on individual banks on a case-by-case basis. We are required by FDIC regulations to maintain a minimum ratio of qualifying total capital to total risk-weighted assets (including off-balance sheet items) of 8%, at least one-half of which must be in the form of Tier 1 capital, and a minimum ratio of Tier 1 capital to total risk-weighted assets of 4%. Tier 1 capital is generally defined as the sum of core capital elements less goodwill and certain other deductions. Core capital includes common shareholders’ equity, non-cumulative perpetual preferred stock and minority interests in equity accounts of consolidated subsidiaries. Supplementary capital, which qualifies as Tier 2 capital and counts towards total capital 72 subject to certain limits, includes allowances for loan and lease losses, perpetual preferred stock, subordinated debt and certain hybrid instruments. We are also required to maintain a certain leverage capital ratio - the ratio of Tier 1 capital (net of intangibles) to adjusted total assets. Banks that have received the highest rating of five categories used by regulators to rate banks and are not anticipating or experiencing any significant growth must maintain a leverage capital ratio of at least 3.0%. All other institutions must maintain a minimum leverage capital ratio of 4.0%. For an institution to be considered “well capitalized” by the FDIC, it must maintain a minimum leverage capital ratio of 5.0% and a minimum risk-based capital ratio of 10.0%, of which at least 6.0% must be Tier 1 capital. The actual capital amounts and ratios presented in the following table demonstrate that we are “well capitalized” under the capital adequacy guidelines outlined above: (dollars in thousands) As of December 31, 2012: Total capital (to risk-weighted assets) Tier 1 capital (to risk-weighted assets) Tier 1 leverage capital (to average assets) As of December 31, 2011: Total capital (to risk-weighted assets) Tier 1 capital (to risk-weighted assets) Tier 1 leverage capital (to average assets) Basel III Proposal Actual Amount Ratio Required for Capital Adequacy Purposes Ratio Amount Required to be Well Capitalized Amount Ratio $ 1,714,519 1,606,405 1,606,405 16.35% 15.32% 9.51% $ 1,465,422 1,378,219 1,378,219 18.17% 17.08% 9.67% 838,788 419,394 675,639 645,350 322,675 570,201 8.00% 4.00% 4.00% 8.00% 4.00% 4.00% 1,048,484 629,091 844,549 10.00% 6.00% 5.00% 806,688 484,013 712,752 10.00% 6.00% 5.00% The federal banking regulators are currently working on significant revisions to the capital adequacy regulations to implement the new capital accord issued by the Basel Committee on Bank Supervision in December 2010 (“Basel III”). The federal banking regulators issued proposed capital adequacy regulations in June 2012 and expect the final rules to be implemented in 2013. The Basel III proposed rules would add a new minimum common equity Tier 1 capital to risk-weighted assets ratio of 4.5%, and increase the minimum Tier 1 capital to risk-weighted assets ratio requirement from 4.0% to 6.0%. The proposed rules would also implement a new capital conservation buffer of at least 2.5%, which would limit payment of capital distributions and certain discretionary bonus payments to executive officers and key risk takers if the Bank does not hold certain amounts of common equity Tier 1 capital in addition to those needed to meet minimum risk-based capital requirements. We are currently reviewing the proposals, and based on our strong capital levels, we believe that Signature Bank would meet all capital adequacy requirements under the proposed rules and we do not expect the new rules, as proposed, will have a material impact on our business. The final implementation of the Basel III-based capital adequacy regulations, however, could force Signature Bank to raise additional capital to meet the new regulatory standards. Liquidity Liquidity is the measurement of our ability to meet our cash needs. Our objective in managing liquidity is to maintain our ability to meet loan commitments and deposit withdrawals, purchase investments and pay other liabilities in accordance with their terms, without an adverse impact on our current or future earnings. Our liquidity management is guided by policies developed and monitored by our asset/liability management committee and approved by our Board of Directors. The asset/liability management committee consists of, among others, our Chairman, President and Chief Executive Officer, Vice-Chairman, Chief Operating Officer, Chief Financial Officer and Treasurer. These policies take into account the marketability of assets, the source and stability of deposits, our wholesale borrowing capacity and the amount of our loan commitments. For the years ended December 31, 2012, 2011 and 2010, our primary source of liquidity has been core deposit growth. 73 Additionally, we have borrowing sources available to supplement deposit flows, including the FHLB and repurchase agreement lines with other financial institutions. We also have access to the brokered deposit market, through which we have numerous alternatives and significant capacity, if needed. Credit availability at the FHLB is based on our financial condition, our asset size, and the amount of collateral we hold at the FHLB. At December 31, 2012, our FHLB borrowings included $590.0 million in advances with an average rate of 0.88% that mature by September 2017. We also have repurchase agreement lines with several leading financial institutions totaling $2.23 billion. At December 31, 2012, we had $645.0 million of securities sold under repurchase agreements to five of these institutions. Based on our financial condition, our asset size, the available capacity under our repurchase agreement lines and our FHLB line, and the amount of securities available for pledging, we estimate our current available consolidated capacity for additional borrowings to be approximately $3.10 billion at December 31, 2012. 74 ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK Market risk is defined as the sensitivity of income, fair values and capital to changes in interest rates, foreign currency exchange rates, commodity prices and other relevant market prices and rates. The primary risk to which we are exposed is interest rate movement inherent in our lending, investment management, deposit taking and borrowing activities. Substantially all of our interest rate risk arises from these activities, which are entered into for purposes other than trading. The principal objective of asset/liability management is to manage the sensitivity of net income to changes in interest rates. Asset/liability management is governed by policies approved by our Board of Directors. Our Board of Directors has delegated the day-to-day oversight of this function to our asset/liability management committee. Senior management and our Board of Directors, on an ongoing basis, review our overall interest rate risk position and strategies. Interest Rate Risk Management Our asset/liability management committee seeks to manage our interest rate risk by structuring our balance sheet to maximize net interest income while maintaining an acceptable level of risk exposure to changes in market interest rates. The achievement of this goal requires a balance among liquidity, interest rate risk, and profitability considerations. The committee meets regularly to review the sensitivity of assets and liabilities to interest rate changes, deposit rates and trends, the book and market values of assets and liabilities, unrealized gains and losses, purchase and sales activities, and the maturities of investments and borrowings. We use various asset/liability strategies to manage and control the interest rate sensitivity of our assets and liabilities. These strategies include pricing of loans and deposit products, adjusting the terms of loans and borrowings and managing the deployment of our securities and short-term assets to manage mismatches in interest rate re-pricing. To effectively measure and manage interest rate risk, we use simulation analysis to determine the impact on net interest income under various interest rate scenarios. Based on these simulations, we quantify interest rate risk and develop and implement appropriate strategies. At December 31, 2012, we used a simulation model to analyze net interest income sensitivity to a parallel and sustained shift in interest rates derived from the current treasury and LIBOR yield curves, in which the base market interest rate forecast was increased by 100, 200, 300 and 400 basis points. Given the exceptionally low interest rate environment, including the Federal Funds rate and other short-term interest rates, we did not analyze net interest income sensitivity to a downward market interest rate forecast. The following table indicates the sensitivity of projected annualized net interest income to the interest rate movements described above at December 31, 2012: (dollars in thousands) Interest Rate Scenario: Up 400 basis points Up 300 basis points Up 200 basis points Up 100 basis points Base Adjusted Net Interest Income Percentage Change from Base $ 549,689 563,714 579,720 588,683 577,719 (4.85) (2.42) 0.35 1.90 - We also use a simulation model to measure the impact that market interest rate changes will have on the net present value of assets and liabilities, which is defined as market value of equity. At December 31, 2012, we used a simulation model to analyze the market value of equity sensitivity to a parallel and sustained shift in interest rates derived from the current treasury and LIBOR yield curves. For rising interest rate scenarios, the base market interest rate forecast was increased by 100, 200, 300 and 400 basis points. Given the current low interest rate 75 environment, including the Federal Funds rate and other short-term interest rates, we did not analyze the market value of equity sensitivity to a downward market interest rate forecast. The following table indicates the sensitivity of market value of equity at December 31, 2012 to the interest rate movements described above (base case market value of equity is $2.37 billion): (dollars in thousands) Interest Rate Scenario: Up 400 basis points Up 300 basis points Up 200 basis points Up 100 basis points Base Sensitivity Percentage Change from Base $ (539,247) (208,980) 18,760 125,578 - (22.76) (8.82) 0.79 5.30 - The market value of equity sensitivity analysis assumes an immediate parallel shift in interest rates and yield curves. The computation of prospective effects of hypothetical interest rate changes is based on numerous assumptions, including relative levels of interest rates, asset prepayments, deposit decay and changes in re- pricing levels of deposits to general market rates, and should not be relied upon as indicative of actual results. Further, the computations do not take into account any actions that we may undertake in response to future changes in interest rates. ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA For our Consolidated Financial Statements, see index on page F-1. ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE None. ITEM 9A. CONTROLS AND PROCEDURES The Company’s management, with the participation of the Company’s principal executive officer and principal financial officer, has evaluated the effectiveness of the Company’s disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the ‘‘Exchange Act’’)) as of the end of the period covered by this report. Based on such evaluation, the Company’s Chief Executive Officer and Chief Financial Officer have concluded that, as of the end of such period, the Company’s disclosure controls and procedures are effective to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act, including this report, is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms and that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the Company’s management, including the Company’s principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding the required disclosure. 76 a) Management’s Report on Internal Control over Financial Reporting The management of Signature Bank (the “Company”) is responsible for establishing and maintaining effective internal control over financial reporting. Our system of internal control is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the Company’s consolidated financial statements for external reporting purposes in accordance with U.S. generally accepted accounting principles. Internal control over financial reporting includes procedures that pertain to the maintenance of records that, in reasonable detail, accurately reflect transactions and dispositions of assets; provide reasonable assurances that transactions are recorded to permit preparation of financial statements in accordance with U.S. generally accepted accounting principles, and that receipts and expenditures are made only in accordance with the authorization of management and the Board of Directors; and 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 our consolidated financial statements. All internal control systems, no matter how well designed, have inherent limitations, including the possibility of human error and the circumvention of controls. Furthermore, because of changes in conditions, the effectiveness of internal control may vary over time. Accordingly, internal control over financial reporting may not prevent or detect misstatements on a timely basis. Since these limitations are known features of the financial reporting process, however, it is possible to design into the process safeguards to reduce, though not eliminate, this risk. As of December 31, 2012, management evaluated the effectiveness of internal control over financial reporting based on the framework in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on this evaluation, management believes that the Company’s internal control over financial reporting as of December 31, 2012 is effective using these criteria. The Company’s internal control over financial reporting as of December 31, 2012 has been audited by KPMG LLP, the independent registered public accounting firm that has also audited the Company’s consolidated financial statements as of and for the year ended December 31, 2012. The report of KPMG LLP on the effectiveness of the Company’s internal control over financial reporting is included below. 77 b) Report of Independent Registered Public Accounting Firm The Board of Directors and Stockholders Signature Bank and subsidiaries: We have audited the internal control over financial reporting of Signature Bank and subsidiaries (the Company) as of December 31, 2012, based on criteria established in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s 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. Because of its inherent limitations, internal control over financial reporting may not prevent or detect 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. In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2012, based on criteria established in Internal Control – Integrated Framework 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 statements of financial condition of Signature Bank and subsidiaries as of December 31, 2012 and 2011, and the related consolidated statements of operations, statement of comprehensive income, changes in shareholders’ equity, and cash flows for each of the years in the three-year period ended December 31, 2012, and our report dated March 1, 2013 expressed an unqualified opinion on those consolidated financial statements. (signed) KPMG LLP New York, New York March 1, 2013 78 ITEM 9B. OTHER INFORMATION None. PART III ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE Incorporated by reference to Signature Bank’s Proxy Statement for the Annual Meeting of Stockholders to be held April 24, 2013. ITEM 11. EXECUTIVE COMPENSATION Incorporated by reference to Signature Bank’s Proxy Statement for the Annual Meeting of Stockholders to be held April 24, 2013. ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS Incorporated by reference to Signature Bank’s Proxy Statement for the Annual Meeting of Stockholders to be held April 24, 2013. ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE Incorporated by reference to Signature Bank’s Proxy Statement for the Annual Meeting of Stockholders to be held April 24, 2013. ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES Incorporated by reference to Signature Bank’s Proxy Statement for the Annual Meeting of Stockholders to be held April 24, 2013. 79 ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES A. Financial Statements and Financial Statement Schedules PART IV (1) The Consolidated Financial Statements of the Registrant are listed and filed as part of this report on pages F-1 to F-46. The Index to the Consolidated Financial Statements appears on page F-1. (2) Financial Statement Schedules: All schedule information is included in the notes to the Audited Consolidated Financial Statements or is omitted because it is either not required or not applicable. B. Exhibit Listing Exhibit No. Exhibit 3.1 Restated Organization Certificate. (Incorporated by reference to Signature Bank’s Quarterly Report on Form 10-Q for the period ended June 30, 2005.) 3.2 Certificate of Amendment, dated December 5, 2008, to the Bank's Restated Organization Certificate with respect to Signature Bank’s Fixed Rate Non-Cumulative Perpetual Preferred Stock, Series A, par value $0.01 per share. (Incorporated by reference to Signature Bank’s Current Report on Form 8-K filed on December 17, 2008.) 3.3 Amended and Restated By-laws of the Registrant. (Incorporated by reference to Signature Bank’s Current Report on Form 8-K filed on October 17, 2007.) 4.1 Specimen Common Stock Certificate. (Incorporated by reference to Signature Bank’s Registration Statement on Form 10 or amendments thereto, filed with the Federal Deposit Insurance Corporation on March 17, 2004.) 4.2 Specimen Warrant (Incorporated herein by reference to Exhibit 4.2 of the Bank’s Form 8-A filed on March 10, 2010.) 10.1 Signature Bank Amended and Restated 2004 Long-Term Incentive Plan. (Incorporated by reference from Appendix A to the 2008 Definitive Proxy Statement on Schedule 14A, filed with the Federal Deposit Insurance Corporation on March 19, 2008.) 10.2 Amended and Restated Signature Bank Change of Control Plan. (Incorporated by reference to Signature Bank’s Current Report on Form 8-K, filed with the Federal Deposit Insurance Corporation on September 19, 2007.) 10.4 Networking Agreement, effective as of April 18, 2001, between Signature Securities and Signature Bank. (Incorporated by reference to Signature Bank’s Registration Statement on Form 10 or amendments thereto, filed with the Federal Deposit Insurance Corporation on March 17, 2004.) 10.7 Brokerage and Consulting Agreement, dated August 6, 2001, by and between Signature Bank and Signature Securities. (Incorporated by reference to Signature Bank’s Registration Statement on Form 10 or amendments thereto, filed with the Federal Deposit Insurance Corporation on March 17, 2004.) 10.10 Lease for 1225 Franklin Avenue, dated April 5, 2002, between Franklin Avenue Plaza LLC and Signature Bank. (Incorporated by reference to Signature Bank’s Registration Statement on Form 10 or amendments thereto, filed with the Federal Deposit Insurance Corporation on March 17, 2004.) 10.11 Sublease for 1177 Avenue of the Americas, dated as of April 4, 2001, by and between Bank Hapoalim and Signature Bank. (Incorporated by reference to Signature Bank’s Registration Statement on Form 10 or amendments thereto, filed with the Federal Deposit Insurance Corporation on March 17, 2004.) 10.13 Employment Agreement, dated March 22, 2004, between Signature Bank and Joseph J. DePaolo. (Incorporated by reference to Signature Bank’s Registration Statement on Form 10 or amendments thereto, filed with the Federal Deposit Insurance Corporation on March 17, 2004.) 80 Exhibit No. Exhibit 10.14 Master Agreement for the provision of Hardware Software and/or Services, dated as of September 9, 2005, between Fidelity Information Services, Inc. and Signature Bank. (Incorporated by reference to Signature Bank’s Quarterly Report on Form 10-Q for the period ended September 30, 2005.) 10.15 Warrant Agreement, dated March 10, 2010, between Signature Bank and American Stock Transfer & Trust Company, LLC, as warrant agent (Incorporated herein by reference to Exhibit 4.1 of the Bank’s Form 8-A filed on March 10, 2010.) 14.1 Code of Ethics (Incorporated by reference from Signature Bank’s 2004 Form 10-K, filed with the Federal Deposit Insurance Corporation on March 16, 2005.) 21.1 Subsidiaries of Signature Bank. 31.1 Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 31.2 Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 32.1 Certification of the Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 81 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 SIGNATURE BANK By: /s/ JOSEPH J. DEPAOLO Joseph J. DePaolo President, Chief Executive Officer and Director Date: March 1, 2013 Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below on March 1, 2013 by the following persons on behalf of the registrant in the capacities indicated. Signature Title /s/ SCOTT A. SHAY (Scott A. Shay) /s/ JOHN TAMBERLANE (John Tamberlane) Chairman of the Board of Directors Vice Chairman, Director /s/ ERIC R. HOWELL (Eric R. Howell) Executive Vice President and Chief Financial Officer (Principal Accounting and Financial Officer) /s/ KATHRYN A. BYRNE (Kathryn A. Byrne) /s/ ALFONSE M. D’AMATO (Alfonse M. D’Amato) /s/ ALFRED B. DELBELLO (Alfred B. DelBello) /s/ YACOV LEVY (Yacov Levy) /s/ JEFFREY W. MESHEL (Jeffrey W. Meshel) /s/ IVANKA TRUMP (Ivanka Trump) Director Director Director Director Director Director 82 INDEX TO CONSOLIDATED FINANCIAL STATEMENTS Report of Independent Registered Public Accounting Firm . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Consolidated Statements of Financial Condition as of December 31, 2012 and 2011 . . . . . . . . . . . . . . . . . . Consolidated Statements of Operations for the years ended December 31, 2012, 2011, and 2010 . . . . . . . F-2 F-3 F-4 Consolidated Statements of Comprehensive Income for the years ended December 31, 2012, 2011, and 2010 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-5 Consolidated Statements of Changes in Shareholders’ Equity for the years ended December 31, 2012, 2011, and 2010 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Consolidated Statements of Cash Flows for the years ended December 31, 2012, 2011, and 2010 . . . . . . Notes to Consolidated Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-6 F-7 F-8 F-1 Report of Independent Registered Public Accounting Firm The Board of Directors and Stockholders Signature Bank: We have audited the accompanying consolidated statements of financial condition of Signature Bank and subsidiaries (the Company) as of December 31, 2012 and 2011, and the related consolidated statements of operations, statement of comprehensive income, changes in shareholders’ equity, and cash flows for each of the years in the three-year period ended December 31, 2012. 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 Signature Bank and subsidiaries as of December 31, 2012 and 2011, and the results of their operations and their cash flows for each of the years in the three-year period ended December 31, 2012, in conformity with U.S. generally accepted accounting principles. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the Company’s internal control over financial reporting as of December 31, 2012, based on criteria established in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO), and our report dated March 1, 2013 expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting. (signed) KPMG LLP New York, New York March 1, 2013 F-2 SIGNATURE BANK CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION (dollars in thousands, except per share amounts) ASSETS Cash and due from banks Short-term investments Total cash and cash equivalents Securities available-for-sale (pledged $2,467,409 and $2,672,093 at December 31, 2012 2011 $ 86,186 7,779 93,965 34,083 6,071 40,154 December 31, 2012 and 2011) 6,130,356 6,512,855 Securities held-to-maturity (fair value $755,469 and $571,980 at December 31, 2012 and 2011; pledged $543,351 and $352,865 at December 31, 2012 and 2011) Federal Home Loan Bank stock Loans held for sale Loans and leases, net Premises and equipment, net Accrued interest and dividends receivable Other assets Total assets LIABILITIES AND SHAREHOLDERS' EQUITY Deposits Non-interest-bearing Interest-bearing Total deposits Federal funds purchased and securities sold under agreements to repurchase Federal Home Loan Bank advances Accrued expenses and other liabilities Total liabilities Shareholders’ equity Preferred stock, par value $.01 per share; 61,000,000 shares authorized; none 739,835 50,012 369,468 9,664,337 32,192 64,367 311,525 17,456,057 $ 556,044 48,152 392,025 6,764,564 30,574 60,533 261,219 14,666,120 4,444,964 9,637,688 14,082,652 3,148,436 8,605,702 11,754,138 995,000 590,000 138,078 15,805,730 750,800 675,000 78,066 13,258,004 issued at December 31, 2012 and 2011 - - Common stock, par value $.01 per share; 64,000,000 shares authorized; 47,230,266 and 46,181,890 shares issued and outstanding at December 31, 2012 and 2011 Additional paid-in capital Retained earnings Net unrealized gains on securities available-for-sale, net of tax Total shareholders' equity Total liabilities and shareholders' equity 472 997,517 608,511 43,827 1,650,327 17,456,057 $ 462 954,833 423,032 29,789 1,408,116 14,666,120 See accompanying notes to Consolidated Financial Statements. F-3 SIGNATURE BANK CONSOLIDATED STATEMENTS OF OPERATIONS (dollars in thousands, except per share amounts) INTEREST AND DIVIDEND INCOME Loans held for sale Loans and leases, net Securities available-for-sale Securities held-to-maturity Other short-term investments Total interest income INTEREST EXPENSE Deposits Federal funds purchased and securities sold under agreements to repurchase Federal Home Loan Bank advances Other short-term borrowings Total interest expense Net interest income before provision for loan and lease losses Provision for loan and lease losses Net interest income after provision for loan and lease losses NON-INTEREST INCOME Commissions Fees and service charges Net gains on sales of securities Net gains on sales of loans Total impairment losses on securities Portion recognized in other comprehensive income (before taxes) Net impairment losses on securities recognized in earnings Net trading income Other (loss) income Total non-interest income NON-INTEREST EXPENSE Salaries and benefits Occupancy and equipment Other general and administrative Total non-interest expense Income before income taxes Income tax expense Net income PER COMMON SHARE DATA Earnings per share – basic Earnings per share – diluted Years ended December 31, 2011 2012 2010 $ 3,508 417,837 216,974 20,158 2,079 660,556 3,772 333,395 223,129 18,403 1,817 580,516 4,020 264,898 180,543 15,254 1,815 466,530 84,163 91,100 87,963 22,132 4,455 - 110,750 549,806 41,427 508,379 8,210 15,503 6,887 9,273 (11,593) 8,520 (3,073) 759 (1,320) 36,239 146,696 17,294 54,253 218,243 326,375 140,892 185,483 $ 22,324 7,305 - 120,729 459,787 51,876 407,911 9,058 15,022 14,387 4,054 (12,272) 10,183 (2,089) 319 1,287 42,038 114,537 16,303 51,884 182,724 267,225 117,699 149,526 24,010 9,698 1 121,672 344,858 46,372 298,486 9,063 14,119 25,367 6,054 (38,613) 24,437 (14,176) 124 2,097 42,648 99,728 14,861 50,307 164,896 176,238 74,187 102,051 $ $ 3.98 3.91 3.43 3.37 2.49 2.46 See accompanying notes to Consolidated Financial Statements. F-4 SIGNATURE BANK CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (in thousands) Net income Other comprehensive income, net of tax: Net change in unrealized gains and losses on securities Tax effect Net of tax Reclassification adjustment for net gains on sales of securities included in net income Tax effect Net of tax Other-than-temporary impairment on securities related to noncredit factors Tax effect Net of tax Reclassification adjustment for other-than-temporary impairment on securities related to credit factors included in net income Tax effect Net of tax Total other comprehensive income, net of tax Comprehensive income, net of tax At or for the years ended December 31, 2011 2012 2010 $ 185,483 149,526 102,051 36,980 (15,905) 21,075 (6,887) 2,953 (3,934) (8,520) 3,666 (4,854) 3,073 (1,322) 1,751 14,038 199,521 $ 108,770 (48,013) 60,757 (14,387) 6,351 (8,036) (10,183) 4,496 (5,687) 2,089 (922) 1,167 48,201 197,727 68,188 (29,990) 38,198 (25,367) 11,157 (14,210) (24,437) 10,748 (13,689) 14,176 (6,235) 7,941 18,240 120,291 See accompanying notes to Consolidated Financial Statements. F-5 Additional paid-in capital Retained earnings Accumulated other comprehensive income (loss) Total shareholders' equity 171,464 (36,652) - - - - - 18,240 (18,412) - - - - - 48,201 29,789 - - - - - 14,038 43,827 803,659 9,423 11,493 (315) (4) 102,051 18,240 944,547 253,347 4,004 8,496 (5) 149,526 48,201 1,408,116 45 20,677 21,972 (4) 185,483 14,038 1,650,327 SIGNATURE BANK CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY (in thousands) Common stock Balance at December 31, 2009 $ 406 Stock options activity, net Restricted stock activity, net Warrant auction costs (TARP) Other Net income Other comprehensive income, net of tax 3 4 - - - - Balance at December 31, 2010 $ 413 Common stock issued Stock options activity, net Restricted stock activity, net Other Net income Other comprehensive income, net of tax 47 2 - - - - 668,441 9,420 11,489 (315) - - - 689,035 253,300 4,002 8,496 - - - - - - (4) 102,051 - 273,511 - - - (5) 149,526 - Balance at December 31, 2011 $ 462 954,833 423,032 Common stock issued Stock options activity, net Restricted stock activity, net Other Net income Other comprehensive income, net of tax 5 5 - - - - 45 20,672 21,967 - - - - - - (4) 185,483 - Balance at December 31, 2012 $ 472 997,517 608,511 See accompanying notes to Consolidated Financial Statements. F-6 SIGNATURE BANK CONSOLIDATED STATEMENTS OF CASH FLOWS (in thousands) CASH FLOWS FROM OPERATING ACTIVITIES Net income Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization Provision for loan and leases losses Net impairment losses on securities recognized in earnings Net amortization/accretion of premium/(discount) Stock-based compensation expense Net gains on sales of securities and loans Purchases and originations of loans held for sale Years ended December 31, 2011 2012 2010 $ 185,483 149,526 102,051 6,931 41,427 3,073 118,175 17,609 6,111 51,876 2,089 90,712 8,496 5,783 46,372 14,176 73,856 9,332 (16,160) (18,441) (31,421) (1,035,761) (1,023,633) (806,819) Proceeds from sales and principal repayments of loans held for sale 1,065,038 947,198 762,835 Net increase in accrued interest and dividends receivable Deferred income tax benefit Net increase in other assets Net increase (decrease) in accrued expenses and other liabilities Net cash provided by operating activities CASH FLOWS FROM INVESTING ACTIVITIES Purchases of securities available-for-sale ("AFS") Proceeds from sales of securities AFS (3,834) (9,057) (51,990) 60,012 380,946 (7,322) (11,132) (39,243) 12,951 169,188 (10,018) (13,089) (59,357) (45,892) 47,809 (1,636,034) (2,791,800) (3,554,431) 391,301 480,399 778,286 Maturities, redemptions, calls and principal repayments on securities AFS 1,546,005 1,130,447 1,299,273 Purchases of securities held-to-maturity ("HTM") Maturities, redemptions, calls and principal repayments on securities HTM Net purchases of Federal Home Loan Bank stock Net increase in loans and leases Net purchases of premises and equipment Net cash used in investing activities CASH FLOWS FROM FINANCING ACTIVITIES Net increase in non-interest-bearing deposits Net increase in interest-bearing deposits Net (decrease) increase in secured short-term borrowings Proceeds from the issuance of long-term borrowings Repayment of long-term borrowings Tax benefit from stock-based compensation Issuance of common stock and exercise of options Warrant auction costs (TARP) Other Net cash provided by financing activities Net decrease in cash and cash equivalents Cash and cash equivalents at beginning of year Cash and cash equivalents at end of year Supplemental disclosures of cash flow information: Interest paid during the year Income taxes paid during the year Non-cash investing activities: (305,866) (166,843) (192,601) 116,266 (1,860) 54,792 (9,713) 36,929 (14,533) (2,941,193) (1,639,172) (902,662) (8,549) (7,300) (3,366) (2,839,930) (2,949,190) (2,553,105) 1,296,528 1,031,986 (85,800) 450,000 698,468 1,614,443 103,600 250,000 480,234 1,738,447 335,300 105,000 (205,000) (150,000) (227,000) 15,839 9,246 - (4) 2,118 255,233 - (5) 5,967 5,617 (315) (4) 2,512,795 2,773,857 2,443,246 53,811 40,154 93,965 $ (6,145) 46,299 40,154 (62,050) 108,349 46,299 $ 111,676 133,376 120,995 126,550 122,817 85,125 Transfer of loans to other real estate owned, at fair value - - 1,101 See accompanying notes to Consolidated Financial Statements. F-7 SIGNATURE BANK Notes to Consolidated Financial Statements (1) Organization Signature Bank (the “Bank” and together with its subsidiaries, the “Company,” “we,” or “us”) is a New York State chartered bank. On April 5, 2001, the Bank received its charter from the New York State Banking Department (now known as the New York State Department of Financial Services) and commenced business on May 1, 2001. The Bank currently operates 26 private client offices located in the New York metropolitan area, from which private client banking teams serve the needs of privately owned businesses, their owners and senior managers. The Bank operates Signature Financial, a specialty finance subsidiary focused on equipment finance and leasing, transportation financing and taxi medallion financing. The Bank also operates Signature Securities (“SSG”), a licensed broker-dealer and investment advisor offering investment, brokerage, asset management and insurance products and services. (2) Summary of Significant Accounting Policies (a) Basis of Presentation and Consolidation The accompanying Consolidated Financial Statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) and practices within the banking industry. In the opinion of management, these financial statements have been prepared to reflect all adjustments necessary to present fairly the financial position and results of operations as of the dates and for the periods shown. All significant intercompany accounts and transactions have been eliminated in consolidation. (b) General Accounting Policy The accompanying Consolidated Financial Statements are presented on the accrual basis of accounting. (c) Management’s Use of Estimates The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results may differ from those estimates. The most significant estimates include the adequacy of the allowance for loan and lease losses (“ALLL” or the “allowance”), valuation of securities, and the evaluation of other-than-temporary impairment of securities. Current market conditions increase the risk and complexity of the judgments involved in these estimates. (d) Cash and Cash Equivalents For the purpose of presentation in the Consolidated Statements of Cash Flows, we have defined cash and cash equivalents to include cash and due from banks and short-term investments with original maturities of 90 days or less. Short-term investments consist of Federal funds sold, interest-bearing deposits with banks and money market mutual funds. Cash and cash equivalents at December 31, 2012 consisted of cash and due from banks of $86.2 million, interest- bearing deposits with banks of $2.1 million and money market mutual funds of $5.7 million. Cash and cash equivalents at December 31, 2011 consisted of cash and due from banks of $34.1 million, interest-bearing deposits with banks of $2.4 million and money market mutual funds of $3.7 million. F-8 We are required by the Federal Reserve System to maintain non-interest bearing cash reserves equal to a percentage of certain deposits. The reserve requirement amounted to $131.1 million and $85.8 million for the periods that included December 31, 2012 and 2011, respectively. (e) Securities Available-for-Sale and Securities Held-to-Maturity The designation of a security as available-for-sale (“AFS”) is made at the time of acquisition. The AFS classification includes debt and equity securities that are carried at estimated fair value. Unrealized gains or losses on securities available-for-sale are included as a separate component of shareholders’ equity, net of tax effect. Amortization of premiums and accretion of discounts are recognized using the level yield method. Realized gains and losses on sales of securities are computed using the specific identification method and are reported in non-interest income. The designation of a security as held-to-maturity (“HTM”) is made at the time of acquisition. Securities that we have the positive intent and ability to hold to maturity are classified as HTM and carried at amortized cost. Amortization of premiums and accretion of discounts are recognized using the level yield method. One of the significant estimates related to securities is the evaluation of securities for other-than-temporary impairment. We regularly evaluate our securities to identify declines in fair value that are considered other-than- temporary. Our evaluation of securities for impairments is a quantitative and qualitative process, which is subject to risks and uncertainties. If the amortized cost of an investment exceeds its fair value, we evaluate, among other factors, general market conditions, the duration and extent to which the fair value is less than amortized cost, the probability of a near-term recovery in value, whether we intend to sell the security and whether it is more likely than not that we will be required to sell the security before full recovery of our investment or maturity. We also consider specific adverse conditions related to the financial health, projected cash flow and business outlook for the investee, including industry and sector performance, operational and financing cash flow factors and rating agency actions. Once a decline in fair value is determined to be other-than-temporary, for equity securities, an impairment charge is recorded through current earnings based upon the estimated fair value of the security at time of impairment and a new cost basis in the investment is established. For debt investment securities deemed to be other-than-temporarily impaired, the investment is written down to fair value with the estimated credit loss charged to current earnings and the noncredit-related impairment loss charged to other comprehensive income. If market, industry and/or investee conditions deteriorate, we may incur future impairments. Securities, other than securitized financial assets that are in an unrealized loss position, are reviewed at least quarterly to determine if an other-than-temporary impairment is present based on certain quantitative and qualitative factors. The primary factors considered in evaluating whether a decline in value for these securities is other-than-temporary include: (a) the length of time and extent to which the fair value has been less than cost or amortized cost and the expected recovery period of the security, (b) the financial condition, credit rating, and future prospects of the issuer, (c) whether the debtor is current on contractually-obligated interest and principal payments, and (d) whether we intend to sell or whether we will be required to sell these instruments before recovery of their cost basis. In performing our other-than-temporary impairment analysis for securitized financial assets with contractual cash flows (asset-backed securities, collateralized debt obligations, commercial mortgage-backed securities and mortgage-backed securities), we estimate future cash flows for each security based upon our best estimate of future delinquencies, estimated defaults, loss severity, and prepayments. We review the estimated cash flows to determine whether we expect to receive all originally expected cash flows. Projected credit losses are compared to the current level of credit enhancement to assess whether the security is expected to incur losses in any future period and therefore would be deemed other-than-temporarily impaired. Equity securities, including FHLB stock, that are not quoted on an exchange and not considered to be readily marketable are recorded at cost, less impairment (if any). (f) Loans Held for Sale Loans originated and held for sale in the secondary market are carried at the lower of cost or estimated fair value in the aggregate. Net unrealized losses, if any, are recognized through a valuation allowance by charges to current earnings. Gains or losses resulting from sales of loans held for sale, net of unamortized deferred fees and F-9 costs, are recognized at the time of sale and are included in net gains on sales of loans on the Consolidated Statements of Operations. (g) Loans and Leases, Net Loans are carried at the principal amount outstanding, less unearned discounts, net of deferred loan origination fees and costs and the ALLL. Unearned income and net deferred loan fees and costs are accreted into interest income over the loan term on a basis that approximates the level yield method. The accrual of interest income is generally discontinued at the time a loan becomes 90 days delinquent based on contractual terms. In the case of commercial loans, residential mortgages, and home equity lines of credit, exceptions may be made if the loan has sufficient collateral value, based on a current appraisal, and is in process of collection. In all cases, loans are placed on non-accrual status or charged-off at an earlier date if collection of principal or interest is considered doubtful. Once a loan is placed on non-accrual status, our accounting policies are applied consistently, regardless of loan type. All interest previously accrued but not collected for loans that are placed on non-accrual status is reversed against interest income. Payments received on non-accrual loans are applied against the outstanding loan principal. Loans are returned to accrual status when all the principal and interest amounts contractually due are brought current and future payments are reasonably assured. Impaired loans include non-accrual loans and troubled debt restructured loans. Loans classified as troubled debt restructurings include those loans where a borrower experiences financial difficulty and the Bank makes certain concessionary modifications to contractual terms, such as a reduction of the stated interest rate or face amount of the loan, a reduction of accrued interest, or an extension of the maturity date(s) at a stated interest rate lower than the current market rate for a new loan with similar risk. (h) Allowance for Loan and Lease Losses The ALLL is established through a provision for loan and lease losses charged to current earnings. The ALLL is maintained at a level estimated by management to absorb probable losses inherent in the loan portfolio and is based on management’s continuing evaluation of the portfolio, the related risk characteristics, and the overall economic conditions affecting the loan portfolio. This estimation is inherently subjective as it requires measurements that are susceptible to significant revision as more information becomes available. Our methodology to determine the ALLL includes segmenting the loan portfolio into various components and applying various loss factors to estimate the amount of probable losses. The largest segment of our loan portfolio is comprised of credit-rated commercial loans, comprising 95.5% of our total loan portfolio, excluding loans held for sale, as of December 31, 2012. Our credit-rated commercial loans include commercial and industrial loans along with loans to commercial borrowers that are secured by real estate (commercial property, multi-family residential property, 1-4 family residential property and construction and land). For each loan within this segment, a credit rating is assigned based on a review of specific risk factors including (i) historical and projected financial results of the borrower, (ii) market conditions of the borrower’s industry that may affect the borrower’s future financial performance, (iii) business experience of the borrower’s management, (iv) nature of the underlying collateral, if any, and (v) borrower’s history of payment performance. When assigning a credit rating to a loan, we use an internal nine-level rating system in which a rating of one carries the lowest level of credit risk and is used for borrowers exhibiting the strongest financial condition. Loans rated one through six are deemed to be acceptable quality and are considered “Pass.” Loans that are deemed to be of questionable quality are rated seven (special mention). Loans with adverse classifications (substandard or doubtful) are rated eight or nine, respectively. A loan is considered substandard if it is inadequately protected by the current net worth and paying capacity of the borrower, or by the collateral pledged. Substandard loans are characterized by the distinct possibility that the Bank will sustain some loss if the deficiencies are not corrected. Loans classified as doubtful have all of the weaknesses inherent in those classified substandard with the added characteristic that the weaknesses present make collection or liquidation in full, on the basis of currently existing facts, conditions, and values, highly questionable and improbable. The outstanding amounts of credit-rated commercial loans are aggregated by credit rating, and we estimate the allowance for each credit rating using loss factors based on historical loss experience and qualitative adjustments F-10 reflecting the current economic conditions and outlook for housing, employment, manufacturing, and consumer spending. The economic adjustments reflect the imprecision that is inherent in the estimates of probable loan losses, and are intended to ensure adequacy of the overall allowance amount. The loss factors assigned to each credit rating are adjusted based on management’s judgment, along with certain qualitative factors such as the trend and severity of problem loans that can cause the estimation of inherent losses to differ from historical experience. Any change to an individual credit rating affects the amount of the related allowance. Our internal review process results in the periodic review of assigned credit ratings to reflect changes in specific risk factors. Commercial lines of credit are generally issued with terms of one year, and upon annual renewal our lenders perform a full review of the specific risk factors to assess the appropriateness of the assigned credit ratings. Furthermore, loans classified as special mention, substandard or doubtful are placed on our internal watch list, and our lenders perform a credit rating review on a quarterly basis (special mention loans) or monthly basis (substandard and doubtful loans). In addition, our Risk Management function, which reports directly to the Risk Committee of our Board of Directors, performs periodic credit reviews that provide an independent evaluation of the assigned credit ratings. These reviews generally cover, in aggregate, between 40-50% of the commercial loan portfolio, including all commercial loans over $500,000 with adverse credit ratings, on an annual basis. Additionally, our Risk Management function focuses its reviews on those loans with higher-risk attributes, such as lines of credit with higher utilization percentages and loan facilities with delinquencies. Our methodology to determine the ALLL for the non-rated segments of our loan portfolio is based on historical loss experience and qualitative factors. Non-rated loans generally include commercial loans with outstanding principal balances below $100,000, commercial overdrafts, residential mortgages, and consumer loans. The outstanding amounts of loans in each of these segments are aggregated, and we apply percentages based on historical losses and qualitative factors by segment to estimate the required allowance. Non-rated loans comprise 4.5% of our total loan portfolio, excluding loans held for sale, as of December 31, 2012. We consider all non-accrual loans to be impaired loans, and the related specific allowances are determined on an individual (non-homogeneous) basis. Factors contributing to the determination of specific allowances on impaired loans include the creditworthiness of the borrower and, more specifically, changes in the expected future receipt of principal and interest payments and/or the value of pledged collateral. For impaired loans in excess of $300,000, a specific allowance is recorded when the carrying amount of the loan exceeds the discounted estimated cash flows using the loan’s initial effective interest rate or, for collateral-dependent loans, the fair value of collateral. For smaller impaired loans, in the absence of other factors affecting the collectability of the loan, we generally determine the amount of specific allowance using estimated loss percentages based on the amount of time the loan has been delinquent. For economic reasons and to maximize the recovery of loans, we may work with borrowers experiencing financial difficulties and will consider modifications to a borrower’s existing loan terms and conditions that we would not otherwise consider, commonly referred to as troubled debt restructurings (“TDRs”). We record a provision for impairment loss associated with TDRs, if any, based on the present value of expected future cash flows discounted at the original loan’s effective interest rate or, if the loan is collateral dependent, based on the fair value of the collateral less costs to sell. At the time of restructuring, we determine whether a TDR loan should accrue interest based on the accrual status of the loan immediately prior to modification. A non-accrual TDR loan will be returned to accrual status when all the principal and interest amounts contractually due are brought current and future payments are reasonably assured. Additionally, there should be a sustained period of repayment performance (generally a period of six months) by the borrower in accordance with the modified contractual terms. In years after the year of restructuring, the loan is not reported as a TDR loan if it was restructured at a market interest rate and it is performing in accordance with its modified terms. In addition, bank regulators, as an integral part of their supervisory functions, periodically review our loan portfolio and related ALLL. These regulatory agencies may require us to increase our provision for loan and lease losses or to recognize further loan charge-offs based upon their judgments, which may be different from ours. An increase in the ALLL required by these regulatory agencies could materially adversely affect our financial condition and results of operations. (i) Charge-off of Uncollectible Loans Loan losses are charged-off in the period the loans, or a portion thereof, are deemed uncollectible. For collateral dependent risk-rated commercial loans, charge-offs are generally recorded when the collateral value is less than F-11 the carrying value and in all cases no later than when we take possession of collateral. Charge-offs are generally measured as the excess of the loan carrying value over the estimated fair value of the collateral, net of selling costs. Fair value is estimated based on credible, verifiable indicators of value such as appraisals, evaluations, documented discussions with brokers, or recent sales or market listings of comparable properties. In the case of other loan segments, including non-rated commercial loans, consumer loans, and residential mortgages, charge- offs are generally recorded when a loan reaches 180 days of delinquency unless there are extenuating circumstances that can be clearly evidenced. Such circumstances include loans that are well secured and in process of collection along with loans undergoing extensive restructuring/settlement discussions with the borrower. (j) Loan Origination and Commitment Fees Loan origination and commitment fees are deferred and amortized into interest income on a basis that approximates the level yield method. Net commitment fees on revolving lines of credit are recognized in interest income on the straight-line method over the period the revolving line is active. Any fees that are unamortized at the time a loan is paid off or a commitment is closed are recognized into income immediately. (k) Securitizations The Bank purchases, securitizes and sells the government-guaranteed portions of U.S. Small Business Administration (“SBA”) loans. When the Bank securitizes SBA loans, we may retain interest-only strips, which are generally considered residual interests in the securitized assets. These SBA interest-only strips are accounted for and classified as AFS securities. Gains and losses upon sale of the securitized SBA loans depend, in part, on our allocation of the previous carrying amount of the loans to the retained interests. Previous carrying amounts are allocated in proportion to the relative fair values of the loans sold and interests retained. The Bank uses an internal valuation process to determine the fair value of its SBA interest-only strip securities. The excess of cash flows expected to be received over the amortized cost of the retained interests is recognized as interest income using the effective yield method. If the fair value of the retained interest has declined below its carrying amount and there has been an adverse change in estimated cash flows of the underlying loans, then the decline in fair value is considered to be other-than-temporary and the retained interest is written down to fair value with a corresponding charge to earnings. (l) Premises and Equipment Premises and equipment are stated at cost less accumulated depreciation and amortization. Depreciation of furniture, fixtures, and equipment is computed by the straight-line method over the estimated useful lives of the related assets. Furniture and fixtures are normally amortized over seven years and equipment; computer hardware and computer software are normally amortized over five years. Amortization of leasehold improvements is computed by the straight-line method over their estimated useful lives or the terms of the leases, whichever is shorter. (m) Bank-owned Life Insurance The Bank has purchased life insurance policies on certain employees. These Bank-owned life insurance (“BOLI”) policies are carried at the amount that could be realized under our BOLI policies as of the date of the Consolidated Statements of Financial Condition and are included in other assets. Increases in the carrying value are recorded as “Other Income” in the Consolidated Statements of Operations and insurance proceeds received are generally recorded as a reduction of the carrying value. The carrying value consists of cash surrender value of $61.9 million at December 31, 2012, and $61.8 million at December 31, 2011, and deferred acquisition costs of $311,000 at December 31, 2012, and $435,000 at December 31, 2011. Our investment in BOLI generated income of $2.4 million, $1.9 million, and $2.1 million for the years ended December 31, 2012, 2011, and 2010, respectively. (n) Other Real Estate Owned Other real estate (“ORE”) owned represents real estate acquired through foreclosure on loans secured by real estate and is carried at the lower of cost or fair value, less estimated selling costs. ORE is included in other assets. As of December 31, 2011, our ORE totaled $566,000; we did not own ORE as of December 31, 2012. Any write-downs at the date of foreclosure are charged to the ALLL. Expenses incurred to maintain ORE, F-12 unrealized losses resulting from write-downs after the date of foreclosure, and realized gains and losses upon sale of the properties are included in other non-interest expense and other non-interest income, as appropriate. (o) Securities Sold Under Agreements to Repurchase When we maintain effective control over the underlying securities, securities sold under agreements to repurchase are accounted for as financings (rather than as sales) and the obligations to repurchase securities sold are reflected as liabilities in the Consolidated Statements of Financial Condition at the amounts at which the securities will be subsequently repurchased. All of our agreements have been accounted for as financings through December 31, 2012. The dollar amount of securities underlying the agreements remains in the asset accounts, although the securities underlying the agreements are delivered to the counterparties who arranged the transactions. In certain instances, the counterparties may have sold, loaned, or disposed of the securities to other parties in the normal course of their operations, and have agreed to resell to us substantially similar securities at the maturity of the agreements. (p) Income Taxes Signature Bank files consolidated Federal and combined New York State and New York City income tax returns with its subsidiaries, with the exception of Signature Preferred Capital, Inc. which files separately as a real estate investment trust. Additionally, SSG files other state and local returns on a separate basis. Income tax expense consists of current and deferred income tax expense (benefit). Deferred income tax expense (benefit) is determined by recognizing deferred tax assets and liabilities for future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and certain unused carry-forward deductions and credits. The realization of deferred tax assets is assessed and if necessary, a valuation allowance is provided to reduce the asset to the amount that will more likely than not be realized. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the year in which those temporary differences are expected to be recovered or settled and carry-forward deductions and credits are expected to be utilized. The effect on deferred tax assets and liabilities of a change in tax laws or rates is recognized in income tax expense in the period that includes the enactment date of the change. (q) Stock-Based Compensation We recognize compensation expense in our Consolidated Statement of Operations for all stock-based compensation awards over the requisite service period with a corresponding credit to equity, specifically additional paid-in capital. Compensation expense is measured based on grant date fair value and is included in salaries and benefits (non- interest expense). (r) Earnings Per Common Share Basic earnings per common share is computed by dividing net income available to common shareholders by the weighted-average common shares outstanding during the year. Diluted earnings per common share is computed using the same method as basic earnings per share, but includes the potential dilutive effect of stock options outstanding and the unvested portions of restricted stock awards. The dilutive effect is calculated using the treasury stock method. (s) New Accounting Standards In April 2011, the FASB issued ASU 2011-03, Reconsideration of Effective Control for Repurchase Agreements, which amends the provisions of ASC Topic 860 (Transfers and Servicing) related to whether or not the transferor has maintained effective control over the transferred assets that affects the determination of whether the transaction is accounted for as a sale or a secured borrowing. In the assessment of effective control, ASU 2011- 03 removed the criterion that requires transferors to have the ability to repurchase or redeem the financial assets on substantially the agreed terms, even in the event of default by the transferee. Other criteria applicable to the assessment of effective control have not been changed. This guidance is effective for prospective periods beginning on or after December 15, 2011. Early adoption is prohibited. We adopted the applicable requirements for ASU 2011-03 on January 1, 2012 with no material impact to our Consolidated Financial Statements. F-13 In May 2011, the FASB issued ASU 2011-04, Fair Value Measurement: Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs, which expands existing disclosure requirements found in ASC Topic 820 (Fair Value Measurement and Disclosures). This ASU is the result of efforts to converge GAAP and International Financial Reporting Standards (“IFRSs”) and provides guidance on how fair value should be measured and disclosed. This guidance is effective for interim and annual periods beginning after December 15, 2011. Early adoption is prohibited. We adopted the applicable requirements for ASU 2011-04 on January 1, 2012 and have provided the related disclosures as required. In June 2011, the FASB issued ASU 2011-05, Presentation of Comprehensive Income, which amends ASC Topic 220 (Comprehensive Income). The new guidance requires entities to report components of comprehensive income in either (1) a single financial statement, where total net income and its components, total other comprehensive income (OCI) and its components, and total comprehensive income are presented in a continuous format, or (2) in two consecutive financial statements, where net income is reported in one statement, immediately followed by a statement presenting OCI and its components and a total for comprehensive income. The earnings per share computation is not affected by the new guidance. This guidance is effective for annual and interim periods beginning after December 15, 2011 and should be applied retrospectively, with deferral of presenting the reclassification adjustments based on ASU 2011-12, Deferral of the Effective Date for Amendments to the Presentation of Reclassifications of Items Out of Accumulated Other Comprehensive Income in Accounting Standards Update No. 2011-05. We adopted these requirements on January 1, 2012 and have provided the related disclosures as required. (3) Fair Value Measurements The Bank uses fair value measurements to record fair value adjustments to certain assets and liabilities and to determine fair value disclosures. Fair value measurements are recorded on a recurring basis for certain assets and liabilities when fair value is the measure for accounting purposes, such as investment securities classified as available-for-sale and derivatives. Certain other assets and liabilities are measured at fair value on a non- recurring basis and are subject to fair value adjustments in certain circumstances, such as when there is evidence of impairment. U.S. GAAP establishes a three-level fair value hierarchy that prioritizes techniques used to measure the fair value of assets and liabilities, based on the transparency and reliability of inputs to valuation methodologies. The three levels are defined as follows: • • • Level 1 – Valuations are based on quoted prices in active markets for identical assets or liabilities. Accordingly, valuation of these assets and liabilities does not entail a significant degree of judgment. Examples include most U.S. Government securities and exchange-traded equity securities. Level 2 – Valuations are based on either quoted prices in markets that are not considered to be active or significant inputs to the methodology that are observable, either directly or indirectly. Examples include U.S. Government Agency securities, municipal bonds, corporate bonds, certain residential and commercial mortgage-backed securities, deposits, and most structured notes. Level 3 – Valuations are based on inputs to the methodology that are unobservable and significant to the fair value measurement. These inputs reflect management’s own judgments about the assumptions that market participants would use in pricing the assets and liabilities. Examples include certain commercial loans, certain residential and commercial mortgage-backed securities, private equity investments, and complex over-the-counter derivatives. Valuation Methodology The Bank has an established and well documented process for determining fair values. The Bank uses quoted market prices, when available, to determine fair value and classifies such items as Level 1. In many cases, the Bank utilizes valuation techniques, such as matrix pricing, to determine fair value, in which case the items are classified as Level 2. Fair value estimates may also be based upon internally-developed valuation techniques that use current market-based inputs such as discount rates, credit spreads, default and delinquency rates, and F-14 prepayment speeds. Items valued using internal valuation techniques are classified according to the lowest level input that is significant to the valuation, and are typically classified as Level 3. We utilize independent third-party pricing sources to value most of our investment securities. Two independent third-party pricing sources are employed to value positions and validate market values. If there is a large price discrepancy between the two pricing services for an individual security, we utilize industry market spread data to assist in determining the most appropriate fair value. In addition, the third-party pricing sources have an established challenge process in place for all security valuations, which facilitates identification and resolution of potentially erroneous prices. We believe that the prices received from our pricing sources are representative of prices that would be received to sell the assets at the measurement date (exit prices) and are classified appropriately in the hierarchy. The valuations provided by the pricing services are derived from quoted market prices or using matrix pricing. Matrix pricing is a valuation technique consistent with the market approach of determining fair value. The market approach uses prices and other relevant information generated by market transactions involving identical or comparable assets. Matrix pricing is a mathematical technique used principally to value debt securities without relying exclusively on quoted prices of specific securities, but rather on the securities’ relationship to other benchmark quoted securities. Most of our securities portfolio is priced using this method, and such securities are classified as Level 2. Securities are classified within Level 3 of the valuation hierarchy in cases where there is limited activity or less transparency around inputs to the valuation. In these cases, the valuations are determined based upon an analysis of the cash flow structure and credit analysis for each position. Relative market spreads are utilized to discount the cash flow to determine current market values, as well as analysis of relative coverage ratios, credit enhancements, and collateral characteristics. Small Business Administration (“SBA”) interest-only strip securities, pooled trust preferred securities, and private collateralized mortgage obligations (“CMOs”) are all included in the Level 3 fair value hierarchy. Markets for SBA interest-only strip securities are relatively inactive, with limited observable secondary market transactions. Our SBA interest-only strip securities are classified as other debt securities AFS and reported at fair value, with changes in fair value recognized in accumulated other comprehensive income or loss. The securities are valued using Level 3 inputs and had fair values of $72.3 million at December 31, 2012 and $70.1 million at December 31, 2011. Since the cash flows of the SBA interest-only strip securities are guaranteed by the U.S. Government, there is limited credit risk involved in the cash flows. Therefore, the primary assumption built into the pricing model to generate the projected cash flows used to compute the fair values of the SBA interest-only strip securities is the discount yield. If the discount yield were to change by 100 basis points, the fair values of our SBA interest-only strip securities would increase or decrease accordingly by approximately 25%. The Bank determined the inputs to the discounted cash flow model based on historical performance and information provided by brokers. Our pooled trust preferred securities are classified as AFS and had fair values of $8.6 million at December 31, 2012 and $7.1 million at December 31, 2011. Due to a relatively inactive market for pooled trust preferred securities with limited observable secondary market transactions, the fair values of these securities are determined using a discounted cash flow analysis. Unobservable inputs are used in the discounted cash flow model, the most significant of which is the market risk premium. If this assumption were to change by 300 basis points, the fair values of our Level 3 pooled trust preferred securities would increase or decrease accordingly by approximately 25%. Level 3 private CMOs classified as AFS had fair values of $6.7 million at December 31, 2012 and $5.8 million at December 31, 2011. The fair values for these securities are determined based upon a discounted cash flow model, with the market risk premium as the most significant unobservable input. If this assumption were to change by 300 basis points, the fair values of our Level 3 private CMOs would increase or decrease accordingly by approximately 40%. Our derivatives at December 31, 2011, consisted of interest rate caps. The fair values of our interest rate caps are provided by a third party and validated using third party inputs such as LIBOR, Swap and Treasury curves, and are classified as Level 2 measurements. We did not have any derivative positions at December 31, 2012. F-15 Financial Instruments Measured at Fair Value on a Recurring Basis The following tables present the assets and liabilities carried at fair value as of December 31, 2012 and 2011, classified according to the three-level valuation hierarchy: (in thousands) December 31, 2012 ASSETS Securities available-for-sale: Residential mortgage-backed securities: U.S. Government Agency Government-sponsored enterprises Collateralized mortgage obligations: U.S. Government Agency Government-sponsored enterprises Private Other debt securities: Commercial mortgage-backed securities Single issuer trust preferred & corporate debt securities Pooled trust preferred securities Collateralized debt obligations Other Equity securities (1) Total securities available-for-sale Total assets December 31, 2011 ASSETS Securities available-for-sale: Residential mortgage-backed securities: U.S. Government Agency Government-sponsored enterprises Collateralized mortgage obligations: U.S. Government Agency Government-sponsored enterprises Private Other debt securities: Commercial mortgage-backed securities Single issuer trust preferred & corporate debt securities Pooled trust preferred securities Collateralized debt obligations Other Equity securities (1) Total securities available-for-sale Derivatives (interest rate caps) Total assets LIABILITIES Derivatives (interest rate caps and credit default swaps) Total liabilities Quoted Prices in Active Markets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Total Carrying Value $ - - - - - - - - - - - - $ - $ - - - - - - - - - - - - - $ - $ - $ - 34,315 878,385 586,825 2,900,066 688,257 392,637 426,855 - - 116,274 14,941 6,038,555 6,038,555 38,649 1,141,619 697,542 2,968,904 786,670 322,026 336,623 - - 119,415 14,356 6,425,804 9 6,425,813 10 10 - - - - 6,729 - - 8,601 2,952 72,265 1,254 91,801 91,801 - - - - 5,844 - - 7,116 2,757 70,091 1,243 87,051 - 87,051 - - 34,315 878,385 586,825 2,900,066 694,986 392,637 426,855 8,601 2,952 188,539 16,195 6,130,356 6,130,356 38,649 1,141,619 697,542 2,968,904 792,514 322,026 336,623 7,116 2,757 189,506 15,599 6,512,855 9 6,512,864 10 10 (1) Equity securities represent Community Reinvestment Act (“CRA”) qualifying closed-end bond fund investments. Changes in Level 3 Fair Value Measurements We recognize transfers between levels of the valuation hierarchy at the end of reporting periods. There were no transfers of assets between Level 1 and Level 2 for the years ended December 31, 2012, 2011 and 2010. F-16 Additionally, the following table presents information for AFS securities measured at fair value on a recurring basis and classified by the Bank within Level 3 of the valuation hierarchy for the periods indicated: (in thousands) Beginning balance Transfers into Level 3 Transfers out of Level 3 Total gains or (losses) (realized/unrealized): Included in earnings Included in other comprehensive income Sales Ending balance 2012 Years ended December 31, 2011 2010 $ 87,051 - - 2,590 12,307 (10,147) 91,801 $ 105,761 1,384 - 7,433 40,452 (67,979) 87,051 123,445 - (3,332) (12,192) (2,160) - 105,761 Assets Measured at Fair Value on a Non-recurring Basis Certain assets are measured at fair value on a non-recurring basis. These assets are not measured at fair value on an on-going basis but are subject to fair value adjustments only in certain circumstances, such as when there is impairment or when an adjustment is required to reduce the carrying value to the lower of cost or fair value. These assets may include collateral-dependent impaired loans, HTM securities that are other-than-temporarily impaired, loans held-for-sale, other real estate owned, and certain long-lived assets. The following tables present the assets measured at fair value on a non-recurring basis as of December 31, 2012 and 2011, classified according to the three-level valuation hierarchy: (in thousands) December 31, 2012 Held-to-maturity securities: Quoted Prices in Active Markets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Total Carrying Value Other debt securities - Collateralized debt obligations $ - Collateral-dependent impaired loans: Commercial property 1-4 family residential property Home equity lines of credit Construction and land Commercial and industrial Other real estate owned Total assets December 31, 2011 Held-to-maturity securities: Other debt securities - Collateralized debt obligations Collateral-dependent impaired loans: Commercial property Construction and land Commercial and industrial Other real estate owned Total assets - - - - - - $ - - - - - - $ - - - - - - - - - - - - - - - - 5,225 6,426 607 2,760 9,401 - 24,419 2,033 13,012 4,929 9,392 566 29,932 - 5,225 6,426 607 2,760 9,401 - 24,419 2,033 13,012 4,929 9,392 566 29,932 HTM securities for which other-than-temporary impairment losses were recognized during the current period are reflected in the above table at their fair values based on the valuation methodology for investment securities, as previously described. In accordance with FASB requirements, when debt securities are determined to be other- than-temporarily impaired and management believes it is not more likely than not that we will be required to sell the security before recovery of its amortized cost, the investment is written down through current earnings for the impairment related to the estimated credit loss, while the noncredit related impairment loss is recognized in other F-17 comprehensive income. We did not recognize other-than-temporary losses on any HTM securities during the year ended December 31, 2012. During the year ended December 31, 2011, we recognized other-than-temporary impairment totaling $1.7 million on one HTM debt security, for which we recognized the credit component ($503,000) in earnings and the noncredit component ($1.2 million) in other comprehensive income. In 2010, we recognized other-than-temporary impairment totaling $3.5 million on one HTM debt security with a carrying value of $3.9 million, for which we recognized the credit component ($1.5 million) in earnings and the noncredit component ($1.9 million) in other comprehensive income. Collateral-dependent impaired loans are reported at the fair value of the underlying collateral, which is determined based on individual appraisals that may be discounted by management for unobservable factors resulting from its knowledge of the property. Fair value adjustments for collateral-dependent impaired loans are recorded through a specific allocation of the ALLL. During the years ended December 31, 2012, 2011 and 2010 we recorded fair value adjustments totaling $16.2 million, $24.5 million and $13.7 million, respectively, on collateral-dependent impaired loans. Other real estate owned represents real estate acquired as a result of foreclosure and is carried at the lower of cost or fair value, less estimated selling costs. Fair value is determined through current appraisals, and fair value adjustments are reported through a valuation allowance against the asset. There were no fair value adjustments on other real estate owned during the year ended December 31, 2012. During the years ended December 31, 2011 and 2010, we recorded fair value adjustments of $476,000 and $134,000, respectively, on other real estate owned. Other Fair Value Disclosures The preparation of financial statements in accordance with U.S. GAAP requires disclosure of the fair value of financial assets and liabilities, including those items that are not measured and reported at fair value on a recurring or non-recurring basis. The methodologies for estimating the fair value of financial assets and liabilities that are measured at fair value on a recurring or non-recurring basis are discussed above. The methodologies for estimating the fair value of other items, which are carried on the Consolidated Statements of Financial Condition at cost or amortized cost, are discussed below. Fair value estimates for our financial instruments are made at a specific point in time, based on relevant market information and information about the financial instrument. Fair value estimates are not necessarily representative of our total enterprise value. The carrying amounts for cash and cash equivalents are reasonable estimates of fair value. The redemption (par) value of Federal Home Loan Bank stock is a reasonable estimate of fair value. Our loans held for sale consist of the government-guaranteed portion of SBA loans. The fair value of our loans held for sale approximates cost, as these loans have adjustable rates and are backed by the full faith and credit of the U.S. Government. The estimated fair value of our loans and leases, net, was based on the discounted value of contractual cash flows using interest rates that approximated those offered for loans with similar maturities and collateral requirements to borrowers of comparable credit worthiness. Since this method of estimating fair value is based on a comparison to current market rates for similar loans, it does not fully incorporate an exit-value approach to estimating fair value, which would also consider adjustments for other factors such as liquidity and credit quality. The fair value estimate could be affected significantly by these other factors. Deposits are mostly non-interest-bearing or NOW and money market deposits that bear floating interest rates that are re-priced based on market considerations and the Bank’s strategy. Therefore, the carrying value equals fair value. The carrying and fair values do not include the intangible fair value of core deposit relationships, which comprise a significant portion of our deposit base. Management believes that the Bank’s core deposit relationships represent a relatively stable, low-cost source of funding that has a substantial intangible value separate from the deposit balances. Time deposits, 68.1% of which mature within one year, had a carrying value of $946.2 million and an estimated fair value of $957.0 million at December 31, 2012. The estimated fair value is based on the discounted value of contractual cash flows using interest rates that approximated those offered for time deposits with similar maturities and terms. F-18 The estimated fair value of borrowings is based on the discounted value of contractual cash flows using interest rates that approximate those offered for borrowings with similar maturities and collateral requirements. The following table summarizes the carrying amounts and estimated fair values of our financial assets and liabilities: Carrying Amount Total Estimated Fair Value Measurements Quoted Prices in Active Markets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) (in thousands) December 31, 2012 FINANCIAL ASSETS Cash and cash equivalents Securities available-for-sale Securities held-to-maturity Federal Home Loan Bank stock Loans held for sale Loans and leases, net (1) Total financial assets FINANCIAL LIABILITIES Deposits (2) Repurchase agreements Federal funds purchased Federal Home Loan Bank advances $ 93,965 93,965 93,965 6,130,356 6,130,356 739,835 50,012 369,468 9,664,337 755,469 50,012 369,468 9,833,931 $ 17,047,973 17,233,201 $ 14,082,652 14,093,384 645,000 350,000 590,000 Total financial liabilities $ 15,667,652 December 31, 2011 FINANCIAL ASSETS Cash and cash equivalents Securities available-for-sale Securities held-to-maturity Federal Home Loan Bank stock Loans held for sale Loans and leases, net (1) Derivatives Total financial assets FINANCIAL LIABILITIES Deposits (2) Repurchase agreements Federal funds purchased Federal Home Loan Bank advances Derivatives Total financial liabilities $ 40,154 6,512,855 556,044 48,152 392,025 6,764,564 9 14,313,803 $ $ 11,754,138 695,000 55,800 675,000 10 13,179,948 $ 680,500 350,000 595,235 15,719,119 40,154 6,512,855 571,980 48,152 392,025 6,877,829 9 14,443,004 11,768,043 737,455 55,800 681,428 10 13,242,736 - - - - - 93,965 - - - - - 40,154 - - - - - - 40,154 - - - - - - - 6,038,555 752,729 50,012 369,468 - 7,210,764 14,093,384 680,500 350,000 595,235 15,719,119 - 6,425,804 569,270 48,152 392,025 - 9 7,435,260 11,768,043 737,455 55,800 681,428 10 13,242,736 - 91,801 2,740 - - 9,833,931 9,928,472 - - - - - - 87,051 2,710 - - 6,877,829 - 6,967,590 - - - - - - (1) The fair values of loans and leases include only adjustments related to market interest rates. (2) The carrying and fair values of deposits do not include the intangible fair value of core deposit relationships. (4) Securities We generally invest in U.S. Government agency obligations, securities guaranteed by U.S. Government- sponsored enterprises, and other investment grade securities. The fair value of these investments fluctuates based on several factors, including general interest rate changes. For collateralized mortgage obligations and certain other debt securities, fair value fluctuates based on credit quality, changes in credit spreads, and the degree of market liquidity, among other factors. F-19 The following table summarizes the components of our securities portfolios as of the dates indicated: 2012 Gross Gross 2011 Gross Gross December 31, (in thousands) AVAILABLE-FOR-SALE Residential mortgage-backed securities: U.S. Government Agency Government-sponsored enterprises Collateralized mortgage obligations: U.S. Government Agency Government-sponsored enterprises Private Other debt securities: Amortized Cost Unrealized Unrealized Gains Losses Fair Value Amortized Unrealized Unrealized Gains Losses Cost Fair Value $ 32,456 844,503 576,709 2,872,130 696,593 1,861 34,454 19,002 62,654 15,232 (2) (572) 34,315 878,385 36,437 1,103,380 (8,886) 586,825 681,869 (34,718) 2,900,066 2,902,349 (16,839) 694,986 818,904 2,212 38,278 20,177 86,281 11,208 - 38,649 (39) 1,141,619 (4,504) 697,542 (19,726) 2,968,904 (37,598) 792,514 Commercial mortgage-backed securities 373,750 19,105 (218) 392,637 315,573 7,329 (876) 322,026 Single issuer trust preferred & corporate debt securities Pooled trust preferred securities Collateralized debt obligations Other Equity securities (1) Total available-for-sale HELD-TO-MATURITY Residential mortgage-backed securities: U.S. Government Agency Government-sponsored enterprises Collateralized mortgage obligations: U.S. Government Agency Government-sponsored enterprises Private Other debt securities: Commercial mortgage-backed securities Collateralized debt obligations Other Total held-to-maturity 418,918 14,604 (6,667) 426,855 27,863 5,282 186,478 16,290 6,050,972 $ - - 14,005 216 181,133 (19,262) (2,330) 8,601 2,952 (11,944) 188,539 (311) (101,749) 16,195 6,130,356 345,324 28,216 6,487 204,002 15,708 6,458,249 3,076 - - (11,777) (21,100) (3,730) 336,623 7,116 2,757 7,938 (22,434) 189,506 166 176,665 (275) (122,059) 15,599 6,512,855 $ 3,010 67,904 142,358 485,918 8,852 - 4,739 146 1,004 5,876 14,623 1 - - 27,054 739,835 $ 417 22,067 - (260) 3,156 68,648 (104) (2,264) (1,661) - (2,000) (144) (6,433) 148,130 498,277 7,192 - 2,739 27,327 755,469 3,286 20,013 122,560 358,859 11,419 358 5,309 34,240 556,044 145 846 5,647 16,808 4 1 - 762 24,213 - - (22) (6) (3,451) - (2,599) (2,199) (8,277) 3,431 20,859 128,185 375,661 7,972 359 2,710 32,803 571,980 (1) Equity securities represent Community Reinvestment Act (“CRA”) qualifying closed-end bond fund investments. Gross realized gains on sales of AFS securities for the years ended December 31, 2012, 2011 and 2010 were $9.3 million, $14.6 million, and $25.4 million, respectively. Gross realized losses on sales of AFS securities for the years ended December 31, 2012, 2011 and 2010 were $2.4 million, $185,000 and $40,000, respectively. We use securities as collateral for debtor-in-possession deposit accounts in excess of FDIC insurance limits, clients’ treasury tax and loan deposits, public deposits, securities sold under agreements to repurchase and advances from the Federal Home Loan Bank of New York. At December 31, 2012 and 2011, the total amount of collateral we were required to pledge was $2.87 billion and $2.99 billion, respectively. In order to readily facilitate future borrowing needs, we typically pledge securities in excess of our required collateral obligation. If necessary, the excess collateral can be returned. At December 31, 2012, our total pledged securities had a fair value of $4.00 billion and a carrying value of $3.98 billion. At December 31, 2011, our total pledged securities had a fair value of $3.66 billion and a carrying value of $3.64 billion. During the year-ended December 31, 2012, we recognized other-than-temporary impairment losses totaling $11.6 million on 11 debt securities that we do not intend to sell and for which it is not more likely than not that we will be required to sell the security prior to recovery. We recognized the credit component of the other-than-temporary impairment in earnings ($3.1 million) and the noncredit component in other comprehensive income ($8.5 million). F-20 During the years ended December 31, 2012, 2011, and 2010, we recorded other-than-temporary impairment on debt securities as follows: (in thousands) December 31, 2012 Total other-than-temporary impairment losses Less: Portion of loss recognized in OCI (1) Net impairment losses recognized in earnings (2) December 31, 2011 Total other-than-temporary impairment losses Less: Portion of loss recognized in OCI (1) Net impairment losses recognized in earnings (2) December 31, 2010 Total other-than-temporary impairment losses Less: Portion of loss recognized in OCI (1) Net impairment losses recognized in earnings (2) Available-for-sale Collateralized Debt Obligations Pooled Trust Preferred Securities Private CMOs Held-to-maturity Collateralized Debt Obligations Other $ (3,312) 2,567 (745) $ $ - - $ - - - - - - - $ (8,743) 80 (8,663) $ (19,586) 16,269 (3,317) (8,281) 5,953 (2,328) (9,328) 7,968 (1,360) (6,830) 6,178 (652) - - - (1,226) 1,000 (226) - - - - - - (1,718) 1,215 (503) (3,454) 1,910 (1,544) Total (11,593) 8,520 (3,073) (12,272) 10,183 (2,089) (38,613) 24,437 (14,176) (1) (2) Represents the noncredit component of the other-than-temporary impairment on debt securities. Represents the credit component of the other-than-temporary impairment on debt securities. The following table presents a rollforward of activity related to the credit component of other-than-temporary impairments recognized in pre-tax earnings on debt securities held at period-end for which a portion of the impairment was recognized in other comprehensive income at period-end: (in thousands) Year ended December 31, 2012 Cumulative credit component of other-than-temporary impairment losses at beginning of period Additions for the credit component on debt securities for which other-than-temporary impairment was not previously recognized Additions for the credit component on debt securities for which other-than-temporary impairment was previously recognized Cumulative credit component of other-than-temporary impairment losses at end of period Year ended December 31, 2011 Cumulative credit component of other-than-temporary impairment losses at beginning of period Additions for the credit component on debt securities for which other-than-temporary impairment was not previously recognized Additions for the credit component on debt securities for which other-than-temporary impairment was previously recognized Cumulative credit component of other-than-temporary impairment losses at end of period Year ended December 31, 2010 Cumulative credit component of other-than-temporary impairment losses at beginning of period Additions for the credit component on debt securities for which other-than-temporary impairment was not previously recognized Additions for the credit component on debt securities for which other-than-temporary impairment was previously recognized Reduction for realized losses on debt securities sold Cumulative credit component of other-than-temporary impairment losses at end of period $ 39,402 519 2,554 $ 42,475 $ 37,313 1,286 803 $ 39,402 $ 31,137 233 13,943 (8,000) $ 37,313 F-21 For the periods ended December 31, 2012, 2011, and 2010, our securities for which other-than-temporary impairment has been recorded, where a portion of the loss was specifically related to credit, consisted primarily of collateralized debt obligations (“CDOs”) and private CMOs. When estimating the portion of loss attributable to credit, we use a discounted cash flow model that considers credit enhancement and structural protection. The estimation of cash flow incorporates numerous assumptions including default rates, severity estimates, recovery rates, prepayment speeds and structural enhancement characteristics. Assumptions will vary based upon the specific underlying characteristics and collateral profiles of the underlying securities. Specifically, assumptions are determined based upon collateral vintage, borrower characteristics, geographical data and payment performance. Market data and third-party inputs are utilized to validate assumptions. Subsequent assessments may result in additional estimated credit losses on previously impaired securities. These additional estimated credit losses are recorded as reclassifications from the portion of other-than-temporary impairment previously recognized in other comprehensive income to earnings in the period of such assessments. In our evaluation of CDOs and CMOs for other-than-temporary impairment, we evaluated the collateral performance and structural credit enhancements for each security. During the year ended December 31, 2012, ten CMOs classified as AFS were deemed to have other-than- temporary impairment totaling $8.3 million, of which $2.3 million was due to estimated credit losses and charged to earnings, and $6.0 million was recognized in other comprehensive income. Additionally, one CDO classified as AFS was deemed to have other-than-temporary impairment totaling $3.3 million, of which $745,000 was due to estimated credit losses and charged to earnings, and $2.6 million was recognized in other comprehensive income. During the year ended December 31, 2011, seven CMOs classified as AFS were deemed to have other-than- temporary impairment totaling $9.3 million, of which $1.4 million was due to estimated credit losses and charged to earnings, and $7.9 million was recognized in other comprehensive income. Additionally, during 2011, one CDO classified as HTM was deemed to have other-than-temporary impairment totaling $1.7 million, of which $503,000 was due to estimated credit losses and charged to earnings, and $1.2 million was recognized in other comprehensive income. During 2010, three CDOs and five CMOs classified as AFS were deemed to have other- than-temporary impairment totaling $8.7 million and $6.8 million, respectively, of which $8.7 million and $652,000 was due to estimated credit loss and was charged to earnings, respectively, and $80,000 and $6.2 million was recognized in other comprehensive income, respectively. Additionally, during 2010, one CDO classified as HTM was deemed to have other-than-temporarily impaired totaling $3.5 million, of which $1.6 million was due to estimated credit loss and was charged to earnings and $1.9 million was recognized in other comprehensive income. In our evaluation of bank-collateralized pooled trust preferred securities for other-than-temporary impairment, we considered various annual default scenarios. Additionally, the collateral was reviewed to determine if additional bank issuers should be assumed to be an immediate default or would cure (resume paying interest) based on Fitch credit scoring, ratio of non-performing assets to tangible common equity and loan loss reserves, capital levels, and FDIC quarterly trends. Based on this review, we assumed that certain bank issuers on our watch list will default and others will cure in the future. Utilizing our assumptions, we then discounted the cash flows to assess the amount of credit loss. During the year ended December 31, 2010, six bank-collateralized pooled trust preferred securities classified as AFS were deemed to have other-than-temporary impairment totaling $19.6 million, of which $3.3 million was due to estimated credit loss and was charged to earnings, and $16.3 million was recognized in other comprehensive income. We did not recognize any other-than-temporary impairment on our pooled trust preferred securities during 2012 or 2011. In our evaluation of other debt securities for other-than-temporary impairment, we reviewed the collateral performance and market considerations and assumptions in conjunction with any credit enhancements for each security. During the year ended December 31, 2011, two AFS securities classified within other debt securities was deemed to have other-than-temporary impairment totaling $1.2 million, of which $225,000 was due to estimated credit loss and charged to earnings and $1.0 million was recognized in other comprehensive income. We did not recognize any other-than-temporary impairment within other debt securities during 2012 or 2010. F-22 The following table presents information regarding AFS securities, categorized by type of security and length of time that individual securities have been in a continuous unrealized loss position at the dates indicated. Unrealized losses on other-than-temporarily impaired securities include noncredit impairments recorded in other comprehensive income. (in thousands) December 31, 2012 Temporarily-impaired securities Residential mortgage-backed securities: U.S. Government Agency Government-sponsored enterprises Collateralized mortgage obligations: U.S. Government Agency Government-sponsored enterprises Private Other debt securities: Less than 12 months 12 months or longer Total Fair Value Unrealized Losses Fair Value Unrealized Losses Fair Value Unrealized Losses $ 3,827 38,027 (2) (570) - 113 - (2) 80,744 794,133 24,573 (3,715) (19,999) (489) 35,345 187,425 97,651 (5,171) (14,719) (5,406) 3,827 38,140 116,089 981,558 122,224 (2) (572) (8,886) (34,718) (5,895) Commercial mortgage-backed securities 24,351 (152) 4,988 (66) 29,339 (218) Single issuer trust preferred & corporate debt securities Pooled trust preferred securities Other Equity securities (1) 102,006 (3,115) - 21,567 - - (291) - 80,250 3,276 41,428 8,851 (3,552) (3,358) (4,269) (311) 182,256 3,276 62,995 8,851 (6,667) (3,358) (4,560) (311) Total temporarily-impaired securities 1,089,228 (28,333) 459,327 (36,854) 1,548,555 (65,187) Other-than-temporarily impaired securities Collateralized mortgage obligations - private 5,683 (666) 36,138 (10,278) 41,821 (10,944) Other debt securities: Pooled trust preferred securities Collateralized debt obligations Other - - - - - - Total other-than-temporarily impaired securities 5,683 (666) 5,325 2,951 13,802 58,216 (15,904) (2,330) (7,384) (35,896) 5,325 2,951 13,802 63,899 (15,904) (2,330) (7,384) (36,562) Total temporarily-impaired and other-than- temporarily impaired securities $ 1,094,911 (28,999) 517,543 (72,750) 1,612,454 (101,749) December 31, 2011 Temporarily-impaired securities Residential mortgage-backed securities: Government-sponsored enterprises Collateralized mortgage obligations: U.S. Government Agency Government-sponsored enterprises Private Other debt securities: $ 27,416 (34) 182 (5) 27,598 (39) 165,195 555,067 143,216 (4,391) (15,081) (4,028) 13,321 26,984 (113) (4,645) 107,134 (17,329) 178,516 582,051 250,350 (4,504) (19,726) (21,357) Commercial mortgage-backed securities 40,697 (535) 19,798 (341) 60,495 (876) Single issuer trust preferred & corporate debt securities Pooled trust preferred securities Other Equity securities (1) 140,568 (3,686) - 36,005 - - (509) - 60,490 2,627 61,028 8,581 (8,091) (4,008) (9,680) (275) 201,058 2,627 97,033 8,581 (11,777) (4,008) (10,189) (275) Total temporarily-impaired securities 1,108,164 (28,264) 300,145 (44,487) 1,408,309 (72,751) Other-than-temporarily impaired securities Collateralized mortgage obligations - private 3,847 (1,651) 29,897 (14,590) 33,744 (16,241) Other debt securities: Pooled trust preferred securities Collateralized debt obligations Other - - - - - - 4,489 2,757 9,833 Total other-than-temporarily impaired securities 3,847 (1,651) 46,976 (17,092) (3,730) (12,245) (47,657) 4,489 2,757 9,833 50,823 (17,092) (3,730) (12,245) (49,308) Total temporarily-impaired and other-than- temporarily impaired securities $ 1,112,011 (29,915) 347,121 (92,144) 1,459,132 (122,059) (1) Equity securities represent Community Reinvestment Act (“CRA”) qualifying closed-end bond fund investments. F-23 The following table presents information regarding HTM securities, categorized by type of security and length of time that individual securities have been in a continuous unrealized loss position at the dates indicated. Unrealized losses on other-than-temporarily impaired securities include noncredit impairments recorded in other comprehensive income. (in thousands) December 31, 2012 Temporarily-impaired securities Mortgage-backed securities: Less than 12 months 12 months or longer Total Fair Value Unrealized Losses Fair Value Unrealized Losses Fair Value Unrealized Losses Government-sponsored enterprises $ 25,401 (260) Collateralized mortgage obligations: U.S. Government Agency Government-sponsored enterprises Other debt securities: Other Total temporarily-impaired securities Other-than-temporarily impaired securities Collateralized mortgage obligations - private Collateralized debt obligations Total other-than-temporarily impaired securities Total temporarily-impaired and other-than- temporarily impaired securities December 31, 2011 Temporarily-impaired securities Collateralized mortgage obligations: U.S. Government Agency Government-sponsored enterprises Other debt securities: Other Total temporarily-impaired securities Other-than-temporarily impaired securities Collateralized mortgage obligations - private Collateralized debt obligations Total other-than-temporarily impaired securities Total temporarily-impaired and other-than- temporarily impaired securities 8,004 106,984 (104) (2,264) - - 140,389 (2,628) - - - - - - - - - 7,321 7,321 6,631 2,740 9,371 - - - (144) (144) (1,661) (2,000) (3,661) 25,401 (260) 8,004 106,984 7,321 147,710 6,631 2,740 9,371 (104) (2,264) (144) (2,772) (1,661) (2,000) (3,661) $ 140,389 (2,628) 16,692 (3,805) 157,081 (6,433) $ 16,946 4,051 - 20,997 - - - (22) (6) - (28) - - - - - 21,978 21,978 6,346 2,710 9,056 - - (2,199) (2,199) (3,451) (2,599) (6,050) 16,946 4,051 21,978 42,975 6,346 2,710 9,056 (22) (6) (2,199) (2,227) (3,451) (2,599) (6,050) $ 20,997 (28) 31,034 (8,249) 52,031 (8,277) F-24 The contractual maturities of investments in AFS and HTM debt securities are summarized in the following table. Expected maturities will differ from contractual maturities since borrowers may have the right to call or prepay obligations with or without call or prepayment penalties. (in thousands) AVAILABLE-FOR-SALE 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 available-for-sale debt securities HELD-TO-MATURITY 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 held-to-maturity debt securities December 31, 2012 Amortized Cost Fair Value $ 241 99,676 335,436 5,599,329 6,034,682 $ $ 301 12,615 22,262 $ 704,657 739,835 258 104,693 341,631 5,667,579 6,114,161 306 13,105 24,140 717,918 755,469 The unrealized losses in our securities portfolio are primarily due to the prevailing interest rate environment and reduced levels of liquidity in the mortgage and credit markets. The prolonged weakness in the residential housing market, coupled with elevated unemployment levels, among other factors, led to decreased market liquidity for certain assets and increased credit risk for certain securities in our portfolio. Continued deterioration in general market conditions could have a negative effect on the projected cash flows and ultimate recoverability of our securities. If a security is deemed to be other-than-temporarily impaired, we are required to write down the security to fair value. Losses on securities that become other-than-temporarily impaired (where we do not intend to sell the security and it is not more likely than not that we will be required to sell before recovery of the security’s amortized cost) are bifurcated with the credit portion of the loss recognized in earnings and the noncredit loss portion of the impairment recognized in other comprehensive income, net of tax. Our private CMOs and other debt securities, with total temporary unrealized losses of $5.9 million and $15.0 million, respectively, at December 31, 2012, are the securities in our portfolio that are the most exposed to impairment losses. In performing our other-than-temporary impairment analysis for private CMOs and other debt securities, we estimated future cash flows for each security based upon our best estimate of future delinquencies, estimated defaults, loss severity, and prepayments. We reviewed the estimated cash flows to determine whether we expect to receive all originally scheduled cash flows. Projected credit losses were compared to the current level of credit enhancement to assess whether the security is expected to incur losses in any future period and therefore would be deemed other-than-temporarily impaired at December 31, 2012. Based on our review, we have determined that the estimated future cash flows were not less than amortized cost; therefore, the decline in fair value of these securities is attributable to a substantial widening of interest rate spreads across market sectors related to the continued illiquidity and uncertainty of the securities markets. Since we have no intent to sell and we believe it is not more likely than not that we will be required to sell these investments before recovery of their amortized cost basis, we do not consider these securities to be other-than-temporarily impaired as of December 31, 2012. It is reasonably possible that the underlying collateral of these securities may perform at a level below our current expectations, which may result in adverse changes in cash flows for these securities and potential other-than- temporary impairment losses in the future. Events that may cause material declines in fair values for these securities include, but are not limited to, the deterioration of credit metrics, higher default levels, further illiquidity, or increased levels of losses in underlying collateral. F-25 (5) Federal Home Loan Bank Stock As a member of the Federal Home Loan Bank (“FHLB”) of New York, Signature Bank is required to maintain a specified minimum investment in the FHLB’s Class B capital stock. The minimum stock investment requirement 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. At December 31, 2012 and 2011, Signature Bank was in compliance with the FHLB’s minimum investment requirement with stock investments of $50.0 million and $48.2 million, respectively, carried at cost on the Consolidated Statements of Financial Condition. Collateral pledged for outstanding FHLB borrowings at December 31, 2012 and 2011 included $26.6 million and $30.4 million, respectively, of FHLB capital stock. In performing our other-than-temporary impairment analysis of FHLB stock, we evaluated, among other things, (i) the FHLB’s earnings performance, including the significance of any decline in net assets of the FHLB as compared to the regulatory capital amount of the FHLB, (ii) the commitment by the FHLB to make dividend payments, and (iii) the liquidity position of the FHLB. We do not consider this security to be other-than-temporarily impaired at December 31, 2012. (6) Loans Held for Sale Loans held for sale at December 31, 2012 and 2011 were $369.5 million and $392.0 million, respectively. Gains on sales associated with the securitization of pooled loans and sale of mortgage loans for the years ended December 31, 2012, 2011 and 2010 amounted to $9.3 million, $4.1 million and $6.1 million, respectively. We are an active participant in the SBA loan and SBA pool secondary market by purchasing, securitizing, and selling the guaranteed portions of SBA loans. Most SBA loans have adjustable rates and float at a spread over prime and reset monthly or quarterly. The guaranteed portions of SBA loans are backed by the full faith and credit of the U.S. Government and therefore carry a 0% risk weight for regulatory capital purposes. We utilize the services of SSG to act as agent for and consultant to the Bank on the purchase, assembly, and sale of SBA loans and pools. We warehouse loans for generally up to 180 days until there are sufficient loans with similar characteristics to securitize the pool. We may strip excess servicing from loans with different coupons to create a pool at a common rate. This process results in the creation of two assets: a par pool, which is sold to accredited investors, and an interest-only strip, which we retain as an available-for-sale security. The interest-only strip represents the portion of the coupon stripped from a loan. F-26 (7) Loans and Leases, Net The following table summarizes our loan portfolio as of the dates indicated: (in thousands) Mortgage loans: Multi-family residential property Commercial property 1-4 family residential property Home equity lines of credit Construction and land Total mortgage loans Other loans: Commercial and industrial Consumer Total other loans Less: Net deferred fees and costs ALLL Net loans December 31, 2012 December 31, 2011 $ 4,380,453 2,919,708 307,158 190,782 99,475 7,897,576 1,860,866 10,291 1,871,157 3,037 (107,433) 9,664,337 $ 3,003,428 2,218,053 259,418 198,375 63,775 5,743,049 1,098,805 11,837 1,110,642 (2,965) (86,162) 6,764,564 As of December 31, 2012 and 2011, commercial and industrial loans include overdrafts of commercial deposit accounts totaling $28.4 million and $27.9 million, respectively, and other consumer loans include overdrafts of personal deposit accounts totaling $2.3 million and $2.5 million, respectively. In order to assist us in managing credit quality, we view the Bank’s loan portfolio by various segments and classes of loans. For commercial loans, we assign individual credit ratings ranging from 1 (lowest risk) to 9 (highest risk) as an indicator of credit quality (“credit-rated commercial loans”). These ratings are based on specific risk factors including (i) historical and projected financial results of the borrower, (ii) market conditions of the borrower’s industry that may affect the borrower’s future financial performance, (iii) business experience of the borrower’s management, (iv) nature of the underlying collateral, if any, and (v) borrower’s history of payment performance. Non-rated loans generally include commercial loans with outstanding principal balances below $100,000, commercial overdrafts, residential mortgages, and consumer loans. F-27 The following table summarizes the recorded investment of our portfolio of commercial loans by credit rating as of the dates indicated: (in thousands) December 31, 2012 Commercial loans secured by real estate: Multi-family residential property Commercial property 1-4 family residential property Construction and land Commercial and industrial loans Total commercial loans December 31, 2011 Commercial loans secured by real estate: Multi-family residential property Commercial property 1-4 family residential property Construction and land Commercial and industrial loans Total commercial loans pass Rating 1-6 special mention Rating 7 substandard Rating 8 doubtful Rating 9 Non-rated Total $ 4,359,957 2,861,078 109,144 96,746 1,769,505 9,196,430 $ $ 2,948,942 2,149,498 78,026 48,416 982,082 6,206,964 $ 9,154 20,661 767 - 9,114 39,696 32,838 26,140 6,800 597 20,576 86,951 9,476 37,969 12,010 2,729 27,599 89,783 19,573 39,876 1,269 14,762 34,807 110,287 - - 400 - 7,723 8,123 - 2,500 - - 7,707 10,207 - - - 4,378,587 2,919,708 34 122,355 99,475 46,925 46,959 1,860,866 9,380,991 - - - 3,001,353 39 2,218,053 86,095 63,775 53,633 53,672 1,098,805 6,468,081 For consumer loans, including residential mortgages and home equity lines of credit, we consider the borrower’s payment history and current payment performance as lead indicators of credit quality. A consumer loan is considered non-performing generally when it becomes 90 days delinquent based on contractual terms, at which time the accrual of interest income is discontinued. In the case of residential mortgages and home equity lines of credit, exceptions are made if the loan has sufficient collateral value, based on a current appraisal, and is in process of collection. The following table summarizes the recorded investment of our portfolio of consumer loans by performance status as of the dates indicated: (in thousands) December 31, 2012 Residential mortgages Home equity lines of credit Other consumer loans Total consumer loans December 31, 2011 Residential mortgages Home equity lines of credit Other consumer loans Total consumer loans Performing Nonperforming Total $ $ $ $ 182,862 189,990 9,951 382,803 172,792 198,026 11,501 382,319 3,807 792 340 4,939 2,606 349 336 3,291 186,669 190,782 10,291 387,742 175,398 198,375 11,837 385,610 Loans to related parties include loans to directors and their related companies and our executive officers. Such loans are made in the ordinary course of business on substantially the same terms as loans to other individuals and businesses of comparable risks. Related party loans totaled $4.9 million and $6.1 million at December 31, 2012 and 2011, respectively, and all related party loans are current as to payments. F-28 The following table summarizes the delinquency and accrual status of our loan portfolio, excluding loans held for sale, as of the dates indicated: (in thousands) December 31, 2012 Commercial loans Past Due 30-89 Days Past Due 90+ Days Total Past Due Current Total Loans Accruing Loans Past Due 90+ Days Non-accruing Loans Loans secured by real estate: Multi-family residential property $ 8,504 Commercial property 1-4 family residential property Construction and land Commercial and industrial loans Consumer loans Residential mortgages Home equity lines of credit Consumer loans Total December 31, 2011 Commercial loans 15,740 2,769 - 18,260 2,704 676 61 48,714 $ Loans secured by real estate: Multi-family residential property $ 34,780 Commercial property 1-4 family residential property Construction and land Commercial and industrial loans Consumer loans Residential mortgages Home equity lines of credit Consumer loans Total 3,589 6,755 - 8,100 1,547 1,635 62 56,468 $ - 11,596 13,787 2,729 14,254 7,940 3,720 340 54,366 369 14,608 - 4,762 23,271 5,797 2,075 336 51,218 8,504 4,370,083 4,378,587 27,336 16,556 2,729 2,892,372 2,919,708 105,799 96,746 122,355 99,475 32,514 1,828,352 1,860,866 10,644 4,396 401 103,080 176,025 186,386 9,890 9,665,653 186,669 190,782 10,291 9,768,733 35,149 18,197 6,755 4,762 2,966,204 3,001,353 2,199,856 2,218,053 79,340 59,013 86,095 63,775 - 8,767 8,049 - 3,299 4,133 2,928 - 27,176 - 699 - - 31,371 1,067,434 1,098,805 3,384 7,344 3,710 398 107,686 168,054 194,665 11,439 6,746,005 175,398 198,375 11,837 6,853,691 3,191 1,726 - 9,000 - 2,829 5,738 2,729 10,955 3,807 792 340 27,190 369 13,909 - 4,762 19,887 2,606 349 336 42,218 Non-accrual loans at December 31, 2012 and 2011 totaled $27.2 million and $42.2 million, respectively. If all non- accrual loans outstanding at December 31, 2012, 2011, and 2010 had been performing in accordance with their original terms, we would have recorded interest income with respect to such loans of approximately $2.2 million, $4.2 million, and $4.1 million for the years then ended, respectively. This compares to actual payments recorded as interest income with respect to such loans of $282,000, $363,000, and $765,000 for the years ended December 31, 2012, 2011, and 2010, respectively. As of December 31, 2012, there were no commitments to lend additional funds on non-accrual loans. Accruing loans past due 90 days or more at December 31, 2012 and 2011, totaled $27.2 million and $9.0 million, respectively, excluding loans held for sale. At December 31, 2012, accruing loans past due 90 days or more include matured performing loans in the normal process of renewal ($878,000) and loans that are well secured and in process of collection ($16.2 million of commercial loans secured by real estate, $6.6 million of residential mortgages, and $2.6 million of commercial and industrial loans). At December 31, 2011, accruing loans past due 90 days or more include $3.8 million of residential mortgages that are well secured and in process of collection and a $1.9 million commercial loan that was paid in full during January 2012. Commercial loans (including commercial and industrial loans and loans to commercial borrowers that are secured by real estate) constitute a substantial portion of our loan portfolio. Substantially all of the real estate collateral for the loans in our portfolio is located within the New York metropolitan area. As a result, our financial condition and results of operations may be affected by changes in the economy and the real estate market of the New York metropolitan area. A prolonged period of economic recession or other adverse economic conditions in the New York metropolitan area may result in an increase in nonpayment of loans, a decrease in collateral value, and an increase in our ALLL. In addition, during late October 2012, Superstorm Sandy struck the east coast of the United States causing extensive damage throughout our market area, which may adversely affect the collateral securing some of our loans and the ability of our borrowers to repay their obligations to the Bank. Thus far, we have not experienced a material financial impact from the storm, however, we are continuing our assessment of both the F-29 short-term and long-term impacts of the storm, which could adversely affect our future financial condition and results of operations. (8) Allowance for Loan and Lease Losses Changes in the ALLL for the years ended December 31, 2012, 2011 and 2010 are as follows: (in thousands) Beginning balance - ALLL Provision for loan and lease losses Loans charged off Recoveries of loans previously charged off Ending balance - ALLL $ December 31, 2011 67,396 51,876 (35,393) 2,283 86,162 2012 86,162 41,427 (22,156) 2,000 107,433 $ 2010 55,120 46,372 (35,583) 1,487 67,396 The table below presents a summary by loan portfolio segment of our ALLL, loan loss experience, and provision for loan and lease losses for the periods indicated: (in thousands) For the year ended December 31, 2012 Beginning balance - ALLL Provision for loan and lease losses Loans charged off Recoveries of loans previously charged off Ending balance - ALLL For the year ended December 31, 2011 Beginning balance - ALLL Provision for loan and lease losses Loans charged off Recoveries of loans previously charged off Ending balance - ALLL Credit-rated commercial loans Commercial loans Non-rated Residential mortgages Consumer loans Total $ 78,853 39,634 (18,657) 262 100,092 $ $ 56,212 51,635 (29,502) 508 78,853 $ 4,954 214 (2,439) 1,540 4,269 8,352 (429) (4,467) 1,498 4,954 1,569 1,481 (635) 4 2,419 1,472 447 (350) - 1,569 786 98 (425) 194 653 1,360 223 (1,074) 277 786 86,162 41,427 (22,156) 2,000 107,433 67,396 51,876 (35,393) 2,283 86,162 F-30 The following table presents our ALLL and outstanding loan balances by loan portfolio segment, based on the methodology followed in determining the allowance: (in thousands) As of December 31, 2012 ALLL: Credit-rated commercial loans Commercial loans Non-rated Residential mortgages Consumer loans Total Individually evaluated for impairment $ 6,803 Collectively evaluated for impairment 93,289 Recorded investment in loans: Individually evaluated for impairment Collectively evaluated for impairment 71,918 9,262,114 As of December 31, 2011 ALLL: Individually evaluated for impairment $ 4,651 Collectively evaluated for impairment 74,202 Recorded investment in loans: Individually evaluated for impairment Collectively evaluated for impairment 56,216 6,358,193 654 3,615 1,389 45,570 991 3,963 2,190 51,482 269 2,150 6,097 371,354 291 1,278 154 499 340 9,951 168 618 7,880 99,553 79,744 9,688,989 6,101 80,061 4,817 368,956 336 11,501 63,559 6,790,132 In determining whether a loan is impaired, we review the payment performance and, for all loan classes, we consider a loan to be impaired once it is placed on non-accrual status. In addition, if a loan is restructured as troubled debt at a market rate at the TDR date, we consider the loan as impaired during the year of restructuring. If that loan is performing in accordance with the modified terms, we do not consider the loan as impaired in subsequent years. F-31 The following table summarizes the recorded investment, unpaid principal balance, and related allowance for our impaired loans as of the dates indicated: (in thousands) With no related allowance recorded: Commercial loans secured by real estate: Commercial property Construction and land Multi-family residential property 1-4 family residential property Commercial and industrial loans Residential mortgages Home equity lines of credit Other consumer loans With an allowance recorded: Commercial loans secured by real estate: Commercial property Construction and land Multi-family residential property 1-4 family residential property Commercial and industrial loans Residential mortgages Home equity lines of credit Other consumer loans Total: Commercial loans secured by real estate Commercial and industrial loans Residential mortgages Home equity lines of credit Other consumer loans Total impaired loans December 31, 2012 Unpaid Principal Balance Recorded Investment Related Allowance December 31, 2011 Unpaid Principal Balance Recorded Investment Related Allowance $ 5,903 5,903 - - 5,304 9,237 4,425 607 - 14,093 2,729 14,293 434 21,315 880 184 340 42,756 30,552 5,305 791 340 - - 5,304 9,237 4,425 607 - 14,093 2,729 14,293 434 21,315 880 184 340 42,756 30,552 5,305 791 340 - - - - - - - - 1,232 148 933 109 32,062 32,062 3,191 1,590 1,269 24,645 4,203 - - 2,639 2,821 - - 3,191 1,590 1,269 24,645 4,203 - - 2,639 2,821 - - - - - - - - - - 208 202 - - 5,035 13,531 13,531 5,232 177 92 154 2,422 5,035 177 92 154 267 349 336 43,572 38,176 4,470 349 336 267 349 336 43,572 38,176 4,470 349 336 67 224 168 410 5,232 67 224 168 $ 79,744 79,744 7,880 86,903 86,903 6,101 F-32 The following table summarizes the average recorded investment of impaired loans and interest income recognized on impaired loans for the periods indicated: (in thousands) With no related allowance recorded: Commercial loans secured by real estate: Commercial property Construction and land Multi-family residential property 1-4 family residential property Commercial and industrial loans Residential mortgages Home equity lines of credit Other consumer loans With an allowance recorded: Commercial loans secured by real estate: Commercial property Construction and land Multi-family residential property 1-4 family residential property Commercial and industrial loans Residential mortgages Home equity lines of credit Other consumer loans Total: Commercial loans secured by real estate Commercial and industrial loans Residential mortgages Home equity lines of credit Other consumer loans Total Years ended December 31, 2012 2011 Average Recorded Investment Interest Income Recognized Average Recorded Investment Interest Income Recognized $ 19,771 752 392 1,315 14,914 4,046 243 - 12,173 2,798 8,258 296 16,862 722 221 315 45,755 31,776 4,768 464 315 266 - - - 322 3 - - 414 - 423 - 469 - - - 1,103 791 3 - - $ 83,078 1,897 8,446 2,031 857 254 11,257 2,366 - - 7,850 4,131 - 58 19,915 53 444 470 23,627 31,172 2,419 444 470 58,132 490 26 9 13 326 23 - - - - - - - - - 5 538 331 23 - - 892 For economic reasons and to maximize the recovery of loans, we may work with borrowers experiencing financial difficulties, and will consider modifications to a borrower’s existing loan terms and conditions that we would not otherwise consider, commonly referred to as TDR loans. Our TDR loans consist of those loans where we modify the contractual terms of the loan, such as (i) a deferral of the loan’s principal amortization through either interest- only or reduced principal payments, (ii) a reduction in the loan’s contractual interest rate or (iii) an extension of the loan’s contractual term. F-33 During the years ended December 31, 2012 and 2011, we recorded TDR loans as follows: (dollars in thousands) Commercial loans secured by real estate: Commercial property Multi-family residential property 1-4 family residential property Construction and land Commercial and industrial loans Residential mortgages Total December 31, 2012 Pre- Modification Balance Post- Modification Balance Number of Loans December 31, 2011 Pre- Modification Balance Post- Modification Balance Number of Loans 6 4 - - 11 1 22 $ 18,309 11,577 - - 22,735 315 $ 52,936 12,527 11,534 - - 21,576 298 45,935 9 1 4 1 22 2 39 20,803 1,221 1,093 1,231 21,452 651 46,451 20,792 1,221 1,269 1,250 20,075 664 45,271 The following table summarizes how the TDR loans recorded for the years ended December 2012 and 2011 were modified: (in thousands) December 31, 2012 Rate Reduction Deferred Principal Amortization Term Extension Deferred Principal Amortization with other concession (1) Total Commercial loans secured by real estate: Commercial property $ 2,759 Multi-family residential property Commercial and industrial loans Residential mortgages Total December 31, 2011 Commercial loans secured by real estate: - - - $ 2,759 Commercial property $ - 1-4 family residential property Construction and land Multi-family residential property Commercial and industrial loans Residential mortgages Total - - - 166 - $ 166 - - 5,101 - 5,101 828 869 - - 2,315 664 4,676 5,903 7,378 14,146 - 27,427 12,564 400 1,250 - 17,140 - 31,354 3,865 4,156 2,329 298 10,648 7,400 - - 1,221 454 - 9,075 12,527 11,534 21,576 298 45,935 20,792 1,269 1,250 1,221 20,075 664 45,271 (1) Includes restructured loans that had a modification of the loan's amortization schedule along with a reduction of the loan’s interest rate and/or extension of the loan's contractual maturity date. Our impaired loans at December 31, 2012 and 2011 include TDR loans totaling $55.7 million and $46.5 million, respectively. During the year of restructuring, we consider a TDR loan as impaired. In subsequent years, we do not consider the loan as impaired if it was restructured at a market rate and continues to perform in accordance with its modified terms. Other TDR loans are reported as such for as long as the loan remains outstanding. For all loans classified as a TDR, we record an impairment loss, if any, based on the present value of expected future cash flows discounted at the original loan’s effective interest rate, or, if the loan is collateral dependent, based on the fair value of the collateral less costs to sell. During the year ended December 31, 2012, we had eight loans modified as TDRs within the previous 12 months that subsequently defaulted on payments, including three commercial and industrial loans for $8.1 million, four commercial property loans for $5.9 million, and one residential mortgage loan for $300,000. During the year ended December 31, 2011, we had three loans modified as TDRs within the previous 12 months that F-34 subsequently defaulted on payments, including two commercial and industrial loans totaling $350,000 and one residential mortgage for $169,000. For the years ended December 31, 2012, 2011 and 2010, we recorded interest income on impaired loans during the period of impairment totaling $1.9 million, $892,000 and 226,000 respectively. If all impaired loans had been performing in accordance with their original terms, we would have recorded interest income, with respect to such loans, of approximately $5.2 million, $5.1 million, and $4.3 million for the years ended December 31, 2012, 2011, and 2010, respectively. Average impaired loans for the years ended December 31, 2012, 2011 and 2010 totaled $83.1 million, $58.1 million, and $44.1 million, respectively. (9) Premises and Equipment Premises and equipment are summarized as follows as of the dates indicated: (in thousands) Leasehold improvements Furniture, fixtures and equipment Less accumulated depreciation and amortization Premises and equipment, net December 31, 2012 2011 $ 45,407 25,656 71,063 (38,871) 32,192 $ 41,154 21,360 62,514 (31,940) 30,574 Depreciation and amortization expense totaled $6.9 million, $6.1 million and $5.8 million for the years ended December 31, 2012, 2011 and 2010, respectively. (10) Deposits The types of deposits are summarized as follows as of the dates indicated: (in thousands) Non-interest-bearing demand NOW and interest-bearing demand Money market Time deposits Brokered time deposits Total deposits December 31, 2012 2011 $ 4,444,964 791,321 7,900,144 837,718 108,505 14,082,652 $ 3,148,436 643,130 7,066,932 837,842 57,798 11,754,138 The aggregate amounts of time deposits in denominations of $100,000 or more at December 31, 2012 and 2011 were $701.8 million and $694.4 million, respectively. The related interest expense on these types of deposits for the years ended December 31, 2012 and 2011 amounted to $12.0 million and $13.6 million, respectively. F-35 At December 31, 2012, the scheduled maturities of time deposits are as follows: (in thousands) 2013 2014 2015 2016 2017 Total time deposits $ December 31, 2012 643,960 134,239 105,903 48,338 13,783 946,223 $ At December 31, 2012 and 2011, we had approximately $39.7 million and $42.2 million, respectively, in deposits held by our directors and their related interests. (11) Incentive Savings Plan We have a 401(k) program under which employees may make personal contributions of up to 60% of their pretax earnings by means of payroll deductions. We match 100% of the first 3% of compensation contributed to the plan and 50% of the next 4% of compensation contributed. Our contributions, included in salaries and benefits expense, were $3.1 million, $3.8 million and $2.4 million, respectively, for the years ended December 31, 2012, 2011 and 2010. In addition, the Bank made a 2010 profit-sharing contribution to the 401(k) program on behalf of eligible employees, resulting in an expense of $1.1 million (or 2% of compensation paid to eligible employee participants) recorded during the year ended December 31, 2010. (12) Federal Funds Purchased and Securities Sold Under Agreements to Repurchase The following is a summary of Federal funds purchased and securities sold under agreements to repurchase at or for the years ended: (dollars in thousands) Federal Funds Purchased Year-end balance Maximum amount outstanding at any month-end Average outstanding balance Weighted-average interest rate paid Weighted-average interest rate at year-end Securities Sold Under Agreements to Repurchase Year-end balance Maximum amount outstanding at any month-end Average outstanding balance Weighted-average interest rate paid Weighted-average interest rate at year-end December 31, 2012 2011 $ $ $ 350,000 350,000 128,525 0.25% 0.33% $ $ $ 55,800 133,350 74,570 0.18% 0.17% $ $ $ 645,000 745,000 703,333 3.10% 2.86% $ $ $ 695,000 695,000 645,027 3.44% 3.23% During the years ended December 31, 2012, 2011, and 2010, interest expense recorded on Federal funds purchased and securities sold under agreements to repurchase totaled $22.1 million, $22.3 million, and $24.0 million, respectively. At December 31, 2012, securities with a fair value of $819.4 million and a carrying value of $817.6 million were F-36 pledged to meet our collateral requirement of $677.3 million on repurchase agreements. At December 31, 2011, securities with a fair value of $804.7 million and a carrying value of $802.2 million were pledged to meet our collateral requirement of $729.6 million on repurchase agreements. The Federal funds purchased at December 31, 2012 were overnight transactions, while the securities sold under repurchase agreements at December 31, 2012 have contractual maturities as follows: (in thousands) 2013 2014 2015 2016 2017 Total advances Amount $ 50,000 145,000 255,000 70,000 125,000 645,000 $ (13) Federal Home Loan Bank Advances As a member of the FHLB of New York, we are required to acquire and hold shares of capital stock in the FHLB in an amount at least equal to 1% of the aggregate principal amount of our unpaid residential mortgage loans and similar obligations at the beginning of each year, 4.5% of our borrowings from the Federal Home Loan Bank, or 0.3% of assets, whichever is greater. As of December 31, 2012, we were in compliance with this requirement. The following is a summary of Federal Home Loan Bank (“FHLB”) advances at or for the years ended: (dollars in thousands) Year-end balance Maximum amount outstanding at any month-end Average outstanding balance Weighted-average interest rate paid Weighted-average interest rate at year-end December 31, 2012 2011 $ $ $ 590,000 590,000 329,926 1.35% 0.88% $ $ $ 675,000 675,000 347,567 2.10% 0.92% During the years ended December 31, 2012, 2011, and 2010, interest expense recorded on FHLB advances totaled $4.5 million, $7.3 million, and $9.7 million, respectively. At December 31, 2012, securities with a fair value of $1.34 billion and a carrying value of $1.33 billion were available to meet our collateral requirement of $619.5 million on FHLB advances. At December 31, 2011, securities with a fair value and carrying value of $1.17 billion were available to meet our collateral requirement of $708.8 million on FHLB advances. FHLB advances at December 31, 2012 have contractual maturities as follows: (in thousands) 2013 2014 2015 2016 2017 Total advances F-37 Amount $ 440,000 65,000 50,000 10,000 25,000 590,000 $ Certain of the long-term FHLB advances are callable by the issuer for redemption prior to their scheduled maturity date. Advances reported in the table above include $65.0 million in advances that are callable in 2013, which have interest rates ranging from 2.85% to 4.59% and a weighted average interest rate of 3.81%. (14) Other Short-Term Borrowings The following table summarizes our Federal Reserve Treasury Tax and Loan borrowings at or for the years ended: (dollars in thousands) Year-end balance Maximum amount outstanding at any month-end Average outstanding balance Weighted-average interest rate paid Weighted-average interest rate at year-end December 31, 2012 2011 $ - $ - $ - 0.00% 0.00% $ - $ 7,200 $ 6,266 0.00% 0.00% (15) Income Taxes The following table presents the components of income tax expense for the periods indicated: (in thousands) FEDERAL Current expense Deferred income tax benefit Total STATE AND LOCAL Current expense Deferred income tax benefit Total TOTAL Current expense Deferred income tax benefit Total Years ended December 31, 2011 2012 2010 $ 100,636 (6,020) 94,616 $ $ $ 49,313 (3,037) 46,276 $ $ 149,949 (9,057) 140,892 86,403 (5,969) 80,434 42,428 (5,163) 37,265 62,238 (7,684) 54,554 25,038 (5,405) 19,633 128,831 (11,132) 117,699 87,276 (13,089) 74,187 Management has concluded that a valuation allowance for deferred tax assets is not necessary at December 31, 2012 based on the Bank’s historical and anticipated future pre-tax earnings. We will continue to monitor the need for a valuation allowance in future periods. Net deferred tax assets are reflected in other assets in the Consolidated Statements of Financial Condition. F-38 The following table presents the components of our net deferred tax asset as of the dates indicated: (in thousands) DEFERRED TAX ASSETS Allowance for loan losses Depreciation Unearned compensation - restricted shares Non-accrual interest Write-down for other-than-temporary impairment of securities Other Total deferred tax assets recognized in earnings Net unrealized losses on securities available-for-sale Total deferred tax assets DEFERRED TAX LIABILITIES Depreciation Prepaid expenses Other Total deferred tax liabilities recognized in earnings Net unrealized gains on securities available-for-sale Total deferred tax liabilities Net deferred tax asset December 31, 2012 2011 $ 47,154 - 2,103 1,455 18,643 8,782 78,137 - 78,137 138 660 1,753 2,551 34,284 36,835 41,302 $ 38,034 1,388 4,987 2,617 17,393 2,357 66,776 - 66,776 - 241 6 247 23,542 23,789 42,987 The increases in current income tax expense were primarily driven by increases in our pre-tax income, which were partially offset by benefits from low income housing tax credits recognized during the twelve months ended December 31, 2012, totaling $4.8 million. Accordingly, our effective tax rate for the year ended December 31, 2012 decreased to 43.2%, compared to 44.0% for the prior year as a result of the low income housing tax credits recognized. The following table presents a reconciliation of statutory federal income tax expense to combined effective income tax expense for the periods indicated: (in thousands) Years ended December 31, 2012 2011 2010 Expense (Benefit) Rate Expense (Benefit) Rate Expense (Benefit) Rate Statutory federal income tax expense $ 114,231 35% 93,529 35% 61,683 35% State and local income taxes, net of federal income tax benefit Tax exempt income Other items, net Effective income tax expense * - Less than 1%. 30,080 (618) (2,801) 140,892 $ 9% * (1)% 43% 24,222 (443) 391 117,699 9% * * 44% 12,761 (731) 474 74,187 7% * * 42% We have not recognized any liabilities for unrecognized tax benefits related to uncertain tax positions. Our policy is to recognize interest and penalties on income taxes in income tax expense. We remain subject to examination for income tax returns for the years ending after December 31, 2009. F-39 (16) Equity Incentive Plan We have an equity incentive plan designed to assist us in attracting, retaining and motivating officers, employees, directors and/or consultants and to provide us with incentives directly related to increases in our shareholder value. Activity related to the equity incentive plan for the years ended December 31, 2012 and 2011 is summarized as follows: Shares available for future awards at beginning of the year Options Years ended December 31, 2012 1,247,238 2011 1,461,118 Granted Forfeited or expired Shares sold to cover minimum tax withholding and/or option price upon exercise - - - - 73,301 332,839 Restricted stock Granted Forfeited Shares sold to cover minimum tax withholding upon vesting Shares available for future awards at end of the year (366,786) (290,849) 3,668 2,311 - 201,915 1,247,238 1,417,517 Stock Options As of December 31, 2012, all outstanding options were fully vested and exercisable. Accordingly, no additional compensation cost will be expensed for these options. During the years ended December 31, 2012 and 2011, we recognized no compensation expense with respect to stock options. All options granted under the equity incentive plan expire ten years from the date of grant. At the time of grant, all options vested in whole or in part over three years from the date of issuance. The following table summarizes information regarding the stock option component of the 2004 equity incentive plan for the years ended December 31, 2012 and 2011: Years ended December 31, 2012 2011 Outstanding at beginning of the year Granted Exercised Forfeited or expired Outstanding at end of the year Shares Underlying Options 604,400 - (541,650) - 62,750 Weighted Average Exercise Price $ 17.57 Shares Underlying Options Weighted Average Exercise Price $ 17.27 723,750 - - - 15.79 (119,350) 16.99 - - - $ 17.57 $ 22.57 604,400 The total intrinsic value of stock options exercised during the years ended December 31, 2012 and 2011 were $26.1 million and $4.8 million, respectively, and the cash received from those exercises during the respective periods totaled $9.2 million and $1.9 million. Available authorized common shares are issued for stock options that are exercised. F-40 The following is a summary of outstanding and exercisable stock options as of December 31, 2012: Exercise Price $ 15.50 24.98 26.11 26.87 At December 31, 2012 Weighted Average Remaining Contractual Life 21,250 1,750 32,750 7,000 62,750 1.22 years 2.80 years 2.22 years 2.55 years 1.94 years As of December 31, 2012, the intrinsic value of outstanding and exercisable options was $3.1 million. Restricted Stock The following table summarizes information regarding outstanding grants of restricted stock for the years ended December 31, 2012 and 2011: Years ended December 31, 2012 2011 Weighted Average Grant Price Shares Weighted Average Grant Price Shares Outstanding at beginning of the year Granted Vested Forfeited Outstanding at end of the year 906,481 366,786 (506,726) (2,311) 764,230 $ 37.55 63.34 47.59 41.97 $ 43.25 $ 29.89 619,300 290,849 53.98 - - 48.11 $ 37.55 (3,668) 906,481 As of December 31, 2012, there was $28.3 million of total unrecognized compensation cost related to unvested restricted shares that is expected to be recognized over a weighted-average period of 3.99 years. During the years ended December 31, 2012, 2011, and 2010, we recognized compensation expense of $17.6 million, $8.5 million, and $9.3 million, respectively, for restricted shares. Included in the compensation expense for the year ended December 31, 2012 was $3.2 million from the December 10, 2012 accelerated vesting of 276,016 restricted shares, originally scheduled to vest on March 22, 2013. Included in compensation expense for the year ended December 31, 2010 was $1.6 million from the December 13, 2010 accelerated vesting of 214,330 restricted shares originally scheduled to vest on March 22, 2011. The total fair value of restricted shares that vested during the year ended December 31, 2012 was $34.1 million. No restricted shares vested during the year ended December 31, 2011. F-41 (17) Earnings Per Share The following table shows the computation of basic and diluted earnings per common and common equivalent share for the years ended December 31, 2012, 2011 and 2010: (in thousands, except per share amounts) Net income Common and common equivalent shares: Weighted average common shares outstanding Weighted average common equivalent shares Weighted average common and common equivalent shares Basic earnings per share Diluted earnings per share Years ended December 31, 2011 149,526 2012 185,483 2010 102,051 46,633 753 47,386 3.98 3.91 $ $ 43,622 796 44,418 3.43 3.37 40,923 635 41,558 2.49 2.46 There were no options or warrants excluded from the computation of diluted earnings per share for the years ended December 31, 2012, 2011 and 2010. (18) Commitments and Contingent Liabilities In the normal course of business, we have various outstanding commitments and contingent liabilities that are not reflected in the accompanying Consolidated Financial Statements. (a) Lease Commitments We have entered into noncancelable operating lease agreements for premises and equipment with expiration dates through the year 2024. Our premises are used principally for private client offices and administrative operations. Rental expense for our premises for the years ended December 31, 2012, 2011, and 2010 totaled $14.1 million, $13.3 million and $12.1 million, respectively. The required minimum rental payments under the terms of the noncancelable leases at December 31, 2012 are summarized as follows: (in thousands) 2013 2014 2015 2016 2017 Thereafter Total December 31, 2012 $ 13,530 13,295 11,929 8,919 7,603 21,981 77,257 $ (b) Information Technology Services Contract On September 9, 2005, we entered into a Master Agreement for the Provision of Hardware, Software and/or Services (the “Agreement”) with Fidelity Information Services, Inc. (“Fidelity”). Under the terms of the agreement, Fidelity provides us with hardware, software and account processing services related to our core banking applications. Particularly, Fidelity supplies us with enterprise banking services, core data processing services and F-42 managed operations services. Fidelity also provides implementation and training services for the software and hardware provided under the Agreement. We began making monthly payments on July 1, 2006, and during the years ended December 31, 2012, 2011, and 2010, we incurred contractual costs of $3.4 million, $3.4 million, and $3.3 million, respectively. During 2010, the original 84 month contractual term was extended by 38 months, and the Agreement now terminates in August 2016. We have the right to terminate the Agreement upon a change of control of us, or a failure by Fidelity to meet the terms of the Agreement, subject to certain penalties. The required payments under the terms of the Agreement at December 31, 2012 are as follows: (in thousands) 2013 2014 2015 2016 2017 Thereafter Total December 31, 2012 $ 3,336 3,318 3,468 2,416 - - 12,538 $ (c) Financial Instruments with Off-Balance Sheet Risks We enter into transactions that involve financial instruments with off-balance sheet risks in the ordinary course of business to meet the financing needs of our clients. Such financial instruments include commitments to extend credit, standby letters of credit, and unused balances under confirmed letters of credit, all of which are primarily variable rate. Such instruments involve, to varying degrees, elements of credit and interest rate risk. Our exposure to credit loss in the event of nonperformance by the other party with regard to financial instruments is represented by the contractual notional amount of those instruments. Financial instrument transactions are subject to our normal credit policies and approvals, financial controls and risk limiting and monitoring procedures. We generally require collateral or other security to support financial instruments with credit risk. A summary of our commitments and contingent liabilities is as follows: (in thousands) Unused commitments to extend credit Financial standby letters of credit Commercial and similar letters of credit Other Total December 31, 2012 2011 $ $ 445,444 184,181 24,094 1,021 654,740 436,006 220,667 15,036 942 672,651 Commitments to extend credit consist of agreements having fixed expiration or other termination clauses and may require payment of a fee. Total commitment amounts may not necessarily represent future cash requirements. We evaluate each client's creditworthiness on a case-by-case basis. Upon the extension of credit, we will obtain collateral, if necessary, based on our credit evaluation of the counterparty. Collateral held varies but may include deposits held in financial institutions, commercial properties, residential properties, accounts receivable, property, plant and equipment and inventory. At December 31, 2012 and 2011, our reserves for losses on unused commitments to extend credit totaled $575,000 and $596,000, respectively, and are included in accrued expenses and other liabilities in our Consolidated Statements of Financial Condition. F-43 We recognize a liability at the inception of the guarantee that is equivalent to the fee received from the guarantor. This liability is amortized to income over the term of the guarantee on a straight-line basis. At December 31, 2012 and December 31, 2011, we had deferred revenue for commitment fees paid for the issuance of standby letters of credit in the amounts of $676,000 and $742,000, respectively. Standby letters of credit are conditional commitments issued by us to guarantee the performance of our clients’ obligations to third parties. Standby letters of credit are primarily used to support clients' business trade transactions and may require payment of a fee. The credit risk involved in issuing letters of credit is essentially the same as that involved in extending loan facilities to clients. We had reserves for credit losses on standby letters of credit totaling $106,000 and $444,000 at December 31, 2012 and 2011, respectively. We had provisions for losses related to standby letters of credit totaling $(333,000) and $(26,000) at December 31, 2012 and 2011, respectively, which were reported in other general and administrative expenses in our Consolidated Statements of Operations. During the years ended December 31, 2012 and 2011, there were no charge-offs recorded on standby letters of credit. At December 31, 2012 and 2011, we had commitments to sell residential mortgage loans and the U.S. government-guaranteed portion of SBA loans totaling $8.7 million and $8.9 million, respectively. (d) Litigation In the normal course of business, the Bank has been named as a defendant in various legal actions. In the opinion of management, after reviewing such claims with legal counsel, resolution of these matters will not have a material adverse impact on our financial condition, results of operations or liquidity. (19) Regulatory Matters We are subject to various regulatory capital requirements administered by state and Federal regulatory agencies. Failure to meet minimum capital requirements can initiate certain mandatory—and possible additional discretionary—actions by regulators that, if undertaken, could have a direct material adverse effect on our financial statements. Under capital adequacy guidelines and the regulatory framework for prompt corrective action, we must meet specific capital guidelines that involve quantitative measures of our assets, liabilities, and certain off- balance sheet items as calculated under regulatory accounting practices. Our capital amounts and classifications are also subject to qualitative judgments by the regulators about components, risk weightings, and other factors. In addition, we are subject to the provisions of the Federal Deposit Insurance Corporation Improvement Act of 1991 (“FDICIA”) which imposes a number of mandatory supervisory measures. Among other matters, FDICIA established five capital categories ranging from “well capitalized” to “critically undercapitalized.” Such classifications are used by regulatory agencies to determine a bank’s deposit insurance premium, approval of applications authorizing institutions to increase their asset size or otherwise expand business activities or acquire other institutions. Under the provisions of FDICIA, a “well capitalized” bank must maintain minimum leverage, Tier 1 and Total Capital ratios of 5%, 6% and 10%, respectively. Quantitative measures established by regulation to ensure capital adequacy require us to maintain minimum amounts and ratios of total and Tier I capital to risk-weighted assets (as defined), and of Tier I capital (as defined) to average assets (as defined). As of December 31, 2012 and 2011, we met all capital adequacy requirements to which we were subject. The most recent notification from the Federal Deposit Insurance Corporation categorized us as well capitalized under the regulatory framework for prompt corrective action. There are no conditions or events since that notification that management believes have changed the Bank’s category. F-44 Our actual capital amounts and ratios are presented in the table below. (dollars in thousands) As of December 31, 2012: Total capital (to risk-weighted assets) Tier 1 capital (to risk-weighted assets) Tier 1 leverage capital (to average assets) As of December 31, 2011: Total capital (to risk-weighted assets) Tier 1 capital (to risk-weighted assets) Tier 1 leverage capital (to average assets) Actual Amount Ratio Required for Capital Adequacy Purposes Ratio Amount Required to be Well Capitalized Amount Ratio $ 1,714,519 1,606,405 1,606,405 16.35% 15.32% 9.51% $ 1,465,422 1,378,219 1,378,219 18.17% 17.08% 9.67% 838,788 419,394 675,639 645,350 322,675 570,201 8.00% 4.00% 4.00% 8.00% 4.00% 4.00% 1,048,484 629,091 844,549 10.00% 6.00% 5.00% 806,688 484,013 712,752 10.00% 6.00% 5.00% A depository institution, under federal law, is prohibited from paying a dividend if such dividend would cause the depository institution to be “undercapitalized” as determined by federal bank regulatory agencies. The relevant federal regulatory agencies and the state regulatory agency, the New York State Department of Financial Services, also have the authority to prohibit a bank from engaging in what, in the opinion of such regulatory body, constitutes an unsafe or unsound practice in conducting its business. We would require the approval of the Superintendent of the New York State Department of Financial Services if the dividends we declared in any calendar year were to exceed net profit for that year combined with retained net profits of the preceding two calendar years, less any required transfer to paid-in capital. The term “net profit” is defined as the remainder of all earnings from current operations plus actual recoveries on loan and investment and other assets, after deducting from the total thereof all current operating expenses, actual losses, if any, and all federal and local taxes. The payment of dividends could, depending upon our financial condition, be deemed to constitute such an unsafe or unsound practice. F-45 (20) Quarterly Data (unaudited) (dollars in thousands, except per share amounts) March 31 June 30 September 30 December 31 2012 QUARTER Interest income Interest expense Net interest income Provision for loan losses Net interest income after provision for loan losses Non-interest income Other-than-temporary impairment losses on securities, net Non-interest income excluding other-than- temporary impairment losses on securities Non-interest expense Income before taxes Income tax expense Net income Basic earnings per common share Diluted earnings per common share 2011 QUARTER Interest income Interest expense Net interest income Provision for loan losses Net interest income after provision for loan losses Non-interest income Other-than-temporary impairment losses on securities Non-interest income excluding other-than- temporary impairment losses on securities Non-interest expense Income before taxes Income tax expense Net income Basic earnings per common share Diluted earnings per common share $ 155,699 28,897 126,802 10,664 116,138 9,114 162,272 28,082 134,190 10,303 123,887 9,886 169,102 27,431 141,671 10,072 131,599 8,340 173,483 26,340 147,143 10,388 136,755 8,899 (714) (1,400) (434) (525) 9,828 50,350 74,902 32,533 $ 42,369 $ $ 0.92 0.90 $ 133,068 29,396 103,672 12,322 91,350 15,067 11,286 54,850 78,923 33,641 45,282 0.97 0.96 143,834 30,846 112,988 12,851 100,137 10,248 8,774 54,939 85,000 37,302 47,698 1.02 1.00 148,819 30,959 117,860 12,122 105,738 8,821 9,424 58,104 87,550 37,416 50,134 1.07 1.05 154,795 29,528 125,267 14,581 110,686 7,902 (726) (806) (216) (341) 15,793 44,669 61,748 27,164 $ 34,584 $ $ 0.84 0.82 11,054 45,220 65,165 28,548 36,617 0.89 0.87 9,037 45,704 68,855 30,505 38,350 0.84 0.83 8,243 47,131 71,457 31,482 39,975 0.87 0.85 F-46 (This page has been left blank intentionally.) Exhibit No. Exhibit Index Exhibit 3.1 Restated Organization Certificate. (Incorporated by reference to Signature Bank’s Quarterly Report on Form 10-Q for the period ended June 30, 2005.) 3.2 Certificate of Amendment, dated December 5, 2008, to the Bank's Restated Organization Certificate with respect to Signature Bank’s Fixed Rate Non-Cumulative Perpetual Preferred Stock, Series A, par value $0.01 per share. (Incorporated by reference to Signature Bank’s Current Report on Form 8-K filed on December 17, 2008.) 3.3 Amended and Restated By-laws of the Registrant. (Incorporated by reference to Signature Bank’s Current Report on Form 8-K filed on October 17, 2007.) 4.1 Specimen Common Stock Certificate. (Incorporated by reference to Signature Bank’s Registration Statement on Form 10 or amendments thereto, filed with the Federal Deposit Insurance Corporation on March 17, 2004.) 4.2 Specimen Warrant (Incorporated herein by reference to Exhibit 4.2 of the Bank’s Form 8-A filed on March 10, 2010.) 10.1 Signature Bank Amended and Restated 2004 Long-Term Incentive Plan. (Incorporated by reference from Appendix A to the 2008 Definitive Proxy Statement on Schedule 14A, filed with the Federal Deposit Insurance Corporation on March 19, 2008.) 10.2 Amended and Restated Signature Bank Change of Control Plan. (Incorporated by reference to Signature Bank’s Current Report on Form 8-K, filed with the Federal Deposit Insurance Corporation on September 19, 2007.) 10.4 Networking Agreement, effective as of April 18, 2001, between Signature Securities and Signature Bank. (Incorporated by reference to Signature Bank’s Registration Statement on Form 10 or amendments thereto, filed with the Federal Deposit Insurance Corporation on March 17, 2004.) 10.7 Brokerage and Consulting Agreement, dated August 6, 2001, by and between Signature Bank and Signature Securities. (Incorporated by reference to Signature Bank’s Registration Statement on Form 10 or amendments thereto, filed with the Federal Deposit Insurance Corporation on March 17, 2004.) 10.10 Lease for 1225 Franklin Avenue, dated April 5, 2002, between Franklin Avenue Plaza LLC and Signature Bank. (Incorporated by reference to Signature Bank’s Registration Statement on Form 10 or amendments thereto, filed with the Federal Deposit Insurance Corporation on March 17, 2004.) 10.11 Sublease for 1177 Avenue of the Americas, dated as of April 4, 2001, by and between Bank Hapoalim and Signature Bank. (Incorporated by reference to Signature Bank’s Registration Statement on Form 10 or amendments thereto, filed with the Federal Deposit Insurance Corporation on March 17, 2004.) 10.13 Employment Agreement, dated March 22, 2004, between Signature Bank and Joseph J. DePaolo. (Incorporated by reference to Signature Bank’s Registration Statement on Form 10 or amendments thereto, filed with the Federal Deposit Insurance Corporation on March 17, 2004.) 10.14 Master Agreement for the provision of Hardware Software and/or Services, dated as of September 9, 2005, between Fidelity Information Services, Inc. and Signature Bank. (Incorporated by reference to Signature Bank’s Quarterly Report on Form 10-Q for the period ended September 30, 2005.) 10.15 Warrant Agreement, dated March 10, 2010, between Signature Bank and American Stock Transfer & Trust Company, LLC, as warrant agent (Incorporated herein by reference to Exhibit 4.1 of the Bank’s Form 8-A filed on March 10, 2010.) 14.1 Code of Ethics (Incorporated by reference from Signature Bank’s 2004 Form 10-K, filed with the Federal Deposit Insurance Corporation on March 16, 2005.) 21.1 Subsidiaries of Signature Bank. Exhibit No. Exhibit 31.1 Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 31.2 Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 32.1 Certification of the Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. EXHIBIT 21.1 As of February 28, 2013, Signature Bank has the following significant subsidiary: SUBSIDIARIES OF SIGNATURE BANK Subsidiary Signature Preferred Capital, Inc. State or Jurisdiction Under Which Organized New York EXHIBIT 31.1 I, Joseph J. DePaolo, certify that: CERTIFICATION 1. I have reviewed this annual report on Form 10-K of Signature Bank for the fiscal year ended December 31, 2012; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and 5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the Examining Committee of the registrant's Board of Directors (or persons performing the equivalent functions): a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. Date: March 1, 2013 /s/ JOSEPH J. DEPAOLO Joseph J. DePaolo President, Chief Executive Officer and Director CERTIFICATION EXHIBIT 31.2 I, Eric R. Howell, certify that: 1. I have reviewed this annual report on Form 10-K of Signature Bank for the fiscal year ended December 31, 2012; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and 5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the Examining Committee of the registrant's Board of Directors (or persons performing the equivalent functions): a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. Date: March 1, 2013 /s/ ERIC R. HOWELL Eric R. Howell Executive Vice President and Chief Financial Officer Certification Pursuant to 18 U.S.C. Section 1350 As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 EXHIBIT 32.1 Pursuant to section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of section 1350, chapter 63 of title 18, United States Code), each of the undersigned officers of Signature Bank, a New York bank (the "Company"), does hereby certify, to the best of such officer's knowledge, that: The Annual Report on Form 10-K for the year ended December 31, 2012 (the "Form 10-K") of the Company fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934 and information contained in the Form 10-K fairly presents, in all material respects, the financial condition and results of operations of the Company. Dated: March 1, 2013 Dated: March 1, 2013 /s/ JOSEPH J. DEPAOLO Joseph J. DePaolo President, Chief Executive Officer and Director /s/ ERIC R. HOWELL Eric R. Howell Executive Vice President and Chief Financial Officer The foregoing certification is being furnished solely pursuant to section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of section 1350, chapter 63 of title 18, United States Code) and is not being filed as part of the Form 10-K or as a separate disclosure document. (This page has been left blank intentionally.) Corporate information BOARd Of dIREcTORS LOcATIONS STOcKhOLdER INfORMATION scott a. shay Chairman of the Board signature Bank Kathryn a. Byrne, Cpa partner Weisermazars llp alfonse m. D’amato managing Director park strategies, llC former U.s. senator alfred B. DelBello partner DelBello Donnellan Weingarten Wise & Wiederkehr, llp former new york state lieutenant governor Joseph J. Depaolo president & Chief executive officer signature Bank yacov levy managing partner Kerentwo, llC Jeffrey W. meshel founder, president and Chief executive officer paradigm Capital Corp. John tamberlane Vice Chairman signature Bank ivanka m. trump executive Vice president, Development & acquisitions The trump organization president, ivanka trump Collection SENIOR MANAGEMENT scott a. shay Chairman of the Board of Directors Joseph J. Depaolo president & Chief executive officer John tamberlane Vice Chairman mark t. sigona executive Vice president & Chief operating officer michael J. merlo executive Vice president & Chief Credit officer eric r. Howell executive Vice president & Chief financial officer peter s. Quinlan executive Vice president & treasurer michael sharkey senior Vice president & Chief technology officer manhattan 261 madison avenue 300 park avenue 71 Broadway 565 fifth avenue 950 Third avenue 200 park avenue south 1020 madison avenue 50 West 57th street 2 penn plaza 111 Broadway (accommodation office) Brooklyn 26 Court street 6321 new Utrecht avenue 97 Broadway 84 Broadway (accommodation office) Queens 36-36 33rd street, long island City 78-27 37th avenue, Jackson Heights 8936 sutphin Boulevard, Jamaica Bronx 421 Hunts point avenue staten island 2066 Hylan Boulevard Westchester 1C Quaker ridge road, new rochelle 360 Hamilton avenue, White plains long island 1225 franklin avenue, garden City 279 sunrise Highway, rockville Centre 68 south service road, melville 923 Broadway, Woodmere 40 Cuttermill road, great neck 100 Jericho Quadrangle, Jericho 360 motor parkway, Hauppauge signature securities group institutional trading (services limited to institutional clients) 9 greenway plaza, Houston, tX 77046 signature Bank 565 fifth avenue new york, ny 10017 646-822-1500 866-sig-line (866-744-5463) www.signatureny.com Counsel paul, Weiss, rifkind, Wharton & garrison llp 1285 avenue of the americas new york, ny 10019 212-373-3000 independent auditors Kpmg llp 345 park avenue new york, ny 10154-0102 212-758-9700 stock transfer agent & registrar american stock transfer 59 maiden lane new york, ny 10038 212-936-5100 stock trading information The Bank’s common stock is traded on the nasDaQ national market under the symbol sBny. annual meeting The annual meeting of stockholders will be held on Wednesday, april 24, 2013, 9:00 am at: The roosevelt Hotel 45 east 45th street new york, ny 10017 212-661-9600 form 10-K a copy of signature Bank’s annual report on form 10-K filed with the fDiC is available without charge by download from www.signatureny.com, or by written request to: signature Bank attention: investor relations 565 fifth avenue new york, ny 10017 Certain statements in this annual report that are not historical facts constitute “forward-looking statements” within the meaning of the private securities litigation reform act of 1995 (the “reform act”). such forward- looking statements are based on the Bank’s current expectations, speak only as of the date on which they are made and are susceptible to a number of risks, un- certainties and other factors. The Bank’s actual results, performance and achievements may differ materially from any future results, performance or achieve- ments expressed or implied by such forward-looking statements. for those statements, the Bank claims the protection of the safe harbor for forward-looking state- ments contained in the reform act. see “private securi- ties litigation reform act safe Harbor statement” and “part i, item 1a. risk factors,” appearing in the Bank’s annual report on form 10-K for the fiscal year ended December 31, 2012, included herein. 565 Fifth Avenue New York, NY 10017 866-SIG-LINE (866-744-5463) www.signatureny.com 

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