8-K/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K/A

(Amendment No. 1)

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): February 28, 2013

PROVIDENT FINANCIAL SERVICES, INC.

(Exact Name of Registrant as Specified in its Charter)

Delaware	001-31566	42-1547151
(State or Other Jurisdiction of Incorporation)	(Commission File No.)	(I.R.S. Employer Identification No.)
239 Washington Street, Jersey City, New Jersey		07302-3828
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code:(732) 590-9200

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 7.01 Regulation FD Disclosure.

Provident Financial Services, Inc. (the “Company”) is amending the Form 8-K to furnish corrected presentation materials that will be used at various investor conferences during the first quarter of 2013, including the KBW 2013 Boston Bank Conference on February 27 and 28. The correction relates to one typographical error on page 10 of the Exhibit; no other changes have been made to the presentation. The Company is not undertaking to update this presentation. A copy of the corrected presentation materials is attached as Exhibit 99.1 to this report and is being furnished to the SEC and shall not be deemed “filed” for any purpose.

Item 9.01. Financial Statements and Exhibits

(a) Financial Statements of Businesses Acquired. Not applicable.

(b) Pro Forma Financial Information. Not applicable.

(c) Shell Company Transactions. Not applicable.

(d) Exhibits.

Exhibit No.	Description
99.1	Corrected presentation materials to be utilized by the Company at various investor conferences during the first quarter of 2013.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

	PROVIDENT FINANCIAL SERVICES, INC.
DATE: February 28, 2013	By:	/s/ Christopher Martin
		Christopher Martin
		Chairman, President & Chief Executive Officer

EXHIBIT INDEX

Exhibit	Description
99.1	Corrected presentation materials to be utilized by the Company at various investor conferences during the first quarter of 2013.

EX-99.1

1

Exhibit 99.1

Certain statements contained herein are "forward-looking statements" within the meaning of Section 27A of the Securities

Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Such forward-looking statements may be identified by

reference to a future period or periods, or by the use of forward-looking terminology, such as "may," "will," "believe,"

"expect,"

"estimate,"

"anticipate,"

"continue,"

or

similar

terms

or

variations

on

those

terms,

or

the

negative

of

those

terms. Forward-looking statements are subject to numerous risks and uncertainties, including, but not limited to, those

related to the economic environment, particularly in the market areas in which Provident Financial Services, Inc. (the

“Company”) operates, competitive products and pricing, fiscal and monetary policies of the U.S. Government, changes in

government regulations affecting financial institutions, including regulatory fees and capital requirements, changes in

prevailing interest rates, acquisitions and the integration of acquired businesses, credit risk management, asset-liability

management, the financial and securities markets and the availability of and costs associated with sources of liquidity.

The Company cautions readers not to place undue reliance on any such forward-looking statements, which speak only as of

the

date

made.

The

Company

also

advises

readers

that

the

factors

listed

above

could

affect

the

Company's

financial

performance and could cause the Company's actual results for future periods to differ materially from any opinions or

statements expressed with respect to future periods in any current statements. The Company does not undertake and

specifically declines any obligation to publicly release the result of any revisions which may be made to any forward-

looking statements to reflect events or circumstances after the date of such statements or to reflect the occurrence of

anticipated or unanticipated events.

A detailed discussion of factors that could affect our results is included in our SEC filings, including the “Risk Factors”

section of our Annual Report on Form 10-K for the year ended December 31, 2011 and our Quarterly Report on Form 10-Q

filed November 9, 2012.

2

Forward Looking Statements

Superior Markets

Consistent Performance

Valuable Deposit Franchise

Proven Asset Generator

Capable Risk Manager

Shareholder Focused

3

Why PFS?

New Jersey’s oldest state chartered bank

Over 75 branch offices

Wealth Management and Trust Administration Services

Well capitalized under current regulatory standards

Ten year history of quarterly cash dividends to stockholders

No TARP

No dilutive stock offerings

No bulk NPA sales or debt restructurings

4

Company Highlights

5

Total Return

6

Dividend History

7

To date, requests for relief limited to 13 loans

totaling $4.9 million

Effective disaster contingency plan minimized

customer disruption

“At risk”

loans in designated flood zones in

Monmouth, Ocean, and Hudson counties represent

< 4%  of the total loan portfolio

Strong sponsors, prudent underwriting, federal

flood insurance, private coverage, and business

interruption insurance are expected to minimize

loss exposure

Costs related to storm damage totaled $624,000 in

Q4 2012

Superstorm Sandy

8

2012: A Record Setting Year

2012

Change vs. 2011

Total Assets

$7.3 B

$186 M

2.6%

Loans

$4.9 B

$251 M

5.4%

NIB

$864 M

$166 M

24.0%

Deposits

$5.4 B

$272 M

5.3%

2012

Change vs. 2011

Net Int Inc

$217 M

$1 M

0.6%

Non Int Inc

$44 M

$11 M

34.0%

Net Revenue

$261 M

$12 M

5.0%

9

2012: A Record Setting Year

2012

Change vs. 2011

Net Income

$67 M

$10 M

17.3%

EPS

$1.18

$0.17

16.8%

ROAA

0.94%

0.11%

13.3%

ROAE

6.88%

0.79%

13.0%

ROATE

10.88%

1.07%

10.9%

10

2012: A Record Setting Year

11

4 Q 2011

1 Q 2012

2 Q 2012

3 Q 2012

4 Q 2012

1.91%

1.89%

1.81%

1.65%

1.53%

$135,351

$134,783

$129,141

$119,586

$111,463

NPAs

NPAs/Assets

Asset Quality 5 Quarter Trend

12

Asset Quality 5 Quarter Trend

Q4 2012

Q3 2012

Q4 2011

ALL/Loans

1.43%

1.46%

1.60%

ALL/NPLs

71.07%

66.50%

60.67%

ALL/Ann. NCOs

4.50 yrs

3.14 yrs

3.53 yrs

13

ALL Coverage

Asset Composition

$6.8 B

$7.3 B

64%

25%

11%

2009

67%

23%

10%

2012

Loans

Investments

Other

A Longer View: Structural Gains

14

Loan Composition

15

A Longer View: Structural Gains

Commercial

$2.3B

53%

Consumer

$2.1B

47%

2009

Commercial

$3.1B

62%

Consumer

$1.8B

38%

2012

Direct vs. Indirect Lending

16

A Longer View: Structural Gains

84.0%

11.0%

2.2%

1.8%

1.0%

2009

89.7%

8.4%

0.6%

0.8%

0.5%

2012

Direct

Purchased Residential

SNCs

Indirect Marine

Indirect Auto / Other

Total Loans: $4.9 Billion

Average Loan Yield:  4.58%

17

Loan Portfolio – 12/31/12

1-4 Res.

26%

CRE

27%

Multi-

family

15%

Constr.

2%

Consumer

12%

C&I

18%

18

Two years average increase between 2010-2012

10.63%

Average

Increase

18.33%

Average

Increase

31.71%

Average

Increase

40.36%

Average

Increase

17.17%

Average

Increase

52.51%

Average

Increase

Loan Originations Trend

19

Commercial Real Estate – 12/31/12

Multi-Family

35%

Retail

23%

Office

14%

Industrial

13%

Mixed Used

5%

Special Use

Property

4%

Hotel

3%

Land

1%

Residential

1%

Other

1%

20

WAL  AFS:

3.6 yrs

HTM:

4.3 yrs

Combined:

3.8 yrs

Municipal

Bonds

22%

Corporate

Notes -

Fixed

0%

Agency Notes -

Fixed

6%

Agency MBS -

Fixed

33%

Agency MBS -

ARMs

6%

Agency CMO -

Fixed

30%

Corporate

CMO -

Fixed

3%

Investment Portfolio – 12/31/12

Funding / Earning Assets

21

A Longer View: Structural Gains

25%

16%

47%

8%

2009

Time Deposits

Borrowings

IB Core Deposits

NIB Deposits

15%

12%

55%

13%

2012

Non-Interest Income/ Net Revenue:

2009 = $31.5M, 14.8%

2012 = $43.6M, 16.7%

22

A Longer View: Structural Gains

-2.3%

-0.8%

-0.5%

-0.1%

1.5%

2.0%

2.1%

Deposit fees

($3.2M)

Equity fund income

($1.7M)

BOLI

($0.1M)

Other 

$2.0M

Loan fees

$4.0M

Securities gains

$5.1M

Wealth fees &

Annuity Sales

$6.1M

Capacity Utilization

23

*Excludes impact of $152.5 million of Goodwill  

impairment in 2009.

A Longer View: Structural Gains

       2012

2009

Change  

Revenue

$260,950

$212,469

$48,481

Eff.

Eff.

Non-Interest Expense*

  Compensation & benefits

80,874

30.99%

68,735

32.35%

-1.36%

  Net occupancy expense

20,487

7.85%

20,170

9.49%

-1.64%

  Data processing expense

10,318

3.95%

9,325

4.39%

-0.43%

  FDIC Insurance

5,095

1.95%

11,778

5.54%

-3.59%

  Advertising & promo expense

4,139

1.59%

4,291

2.02%

-0.43%

  Amortization of intangibles

2,466

0.95%

5,111

2.41%

-1.46%

  Other operating expenses

25,449

9.75%

25,121

11.82%

-2.07%

148,828

57.03%

144,534

68.03%

-10.99%

24

*Excludes impact of $152.5 million of Goodwill impairment in 2009.

A Longer View: Structural Gains

2012 

2009   

NIM

3.38% 

3.06%

Loans/Deposits

90.4% 

89.5%

Net Revenues

$261M 

$212M

Provision

$16M 

$30M

Net Income*

$67M 

$31M

25

Capital Ratios – 12/31/12

Provident 

Consolidated

Bank

PFS

TCE

-

9.00%

Tier 1 Leverage

7.80%

8.93%

Tier 1 RBC

11.08%

12.68%

Total RBC

12.33%

13.93%

26

Capital flexibility

Recent additions to lending teams in Middle Market /

Consumer / Healthcare / CRE

Technology enhancements

Sandy stimulus

Accelerating economic recovery

Opportunities

27