UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

Quarterly Report Pursuant to Section 13 or 15 (d)

of the Securities Exchange Act of 1934

For Quarter Ended: September 30, 2013

Commission File Number: 0-19345

ESB FINANCIAL CORPORATION

(Exact name of registrant as specified in its charter)

Pennsylvania	25-1659846
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
600 Lawrence Avenue, Ellwood City, PA	16117
(Address of principal executive offices)	(Zip Code)

(724) 758-5584

(Registrant’s telephone number, including area code)

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.    Yes  x    No  ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate website, 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  x    No  ¨

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.:

Large accelerated filer	¨	Accelerated filer	x
Non-accelerated filer	¨  (Do not check if a smaller reporting company)	Smaller reporting company	¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b2 of the Exchange Act)    Yes  ¨    No  x

Number of shares of common stock outstanding as of October 31, 2013:

Common Stock, $0.01 par value	17,679,838 shares
(Class)	(Outstanding)

ESB FINANCIAL CORPORATION

TABLE OF CONTENTS

PART I - FINANCIAL INFORMATION
Item 1.	Financial Statements
	Consolidated Statements of Financial Condition as of September 30, 2013 and December 31, 2012 (Unaudited)	1
	Consolidated Statements of Operations for the three and nine months ended September 30, 2013 and 2012 (Unaudited)	2
	Consolidated Statements of Comprehensive Income for the three and nine months ended September 30, 2013 and 2012 (Unaudited)	3
	Consolidated Statement of Changes in Stockholders’ Equity for the nine months ended September 30, 2013 (Unaudited)	4
	Consolidated Statements of Cash Flows for the nine months ended September 30, 2013 and 2012 (Unaudited)	5
	Notes to Unaudited Consolidated Financial Statements	7
Item 2.	Management’s Discussion and Analysis of Results of Operations and Financial Condition	43
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	60
Item 4.	Controls and Procedures	60
PART II - OTHER INFORMATION
Item 1.	Legal Proceedings	60
Item 1A.	Risk Factors	60
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	60
Item 3.	Defaults Upon Senior Securities	61
Item 4.	Mine Safety Disclosures	61
Item 5.	Other Information	61
Item 6.	Exhibits	61
	Signatures	62

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

ESB Financial Corporation and Subsidiaries

Consolidated Statements of Financial Condition

As of September 30, 2013 and December 31, 2012

(Dollar amounts in thousands)

(Unaudited)

	September 30,			December 31,
	2013			2012
Assets
Cash on hand and in banks	$	5,190		$	5,664
Interest-earning deposits		14,649			9,400
Cash and cash equivalents		19,839			15,064
Securities available for sale; cost of $1,049,130 and $1,065,447		1,067,401			1,110,776
Loans receivable, net of allowance for loan losses of $6,713 and $6,709		683,704			672,086
Accrued interest receivable		7,582			8,068
Federal Home Loan Bank (FHLB) stock		13,655			15,077
Premises and equipment, net		13,502			14,286
Real estate acquired through foreclosure, net		1,977			2,441
Real estate held for investment		7,014			9,968
Goodwill		41,599			41,599
Intangible assets		166			302
Bank owned life insurance		30,460			30,025
Securities receivable		1,319			1,277
Prepaid expenses and other assets		11,165			6,645
Total assets	$	1,899,383		$	1,927,614
Liabilities and Stockholders’ Equity
Liabilities:
Deposits	$	1,232,434		$	1,178,057
FHLB advances		251,803			213,232
Repurchase agreements		158,000			268,000
Other borrowings		12,467			3,324
Junior subordinated notes		36,083			46,393
Advance payments by borrowers for taxes and insurance		1,503			2,619
Accounts payable for land development		1,669			2,033
Accrued expenses and other liabilities		19,100			19,156
Total liabilities		1,713,059			1,732,814
Stockholders’ Equity:
Preferred stock, $.01 par value, 5,000,000 shares authorized; none issued		—			—
Common stock, $.01 par value, 30,000,000 shares authorized; 19,214,226 and 19,211,028 shares issued; (1) 17,669,375 and 17,599,928 shares outstanding (1)		192			163
Additional paid-in capital		103,456			103,346
Treasury stock, at cost; 1,544,851 and 1,611,100 shares		(18,204	)		(18,847	)
Unearned Employee Stock Ownership Plan (ESOP) shares		(2,370	)		(3,132	)
Retained Earnings		95,639			89,065
Accumulated other comprehensive income, net		8,692			25,103
Total ESB Financial Corporation’s stockholders’ equity		187,405			195,698
Noncontrolling interest		(1,081	)		(898	)
Total stockholders’ equity		186,324			194,800
Total liabilities and stockholders’ equity	$	1,899,383		$	1,927,614

(1) Shares issued and outstanding have been adjusted to reflect the six-for-five stock split declared April 16, 2013.

See accompanying notes to unaudited consolidated financial statements.

1

ESB Financial Corporation and Subsidiaries

Consolidated Statements of Operations

For the three and nine months ended September 30, 2013 and 2012 (Unaudited)

(Dollar amounts in thousands, except share data)

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2013			2012			2013		2012
Interest and dividend income:
Loans receivable	$	7,965		$	8,334		$	24,010	$	25,017
Taxable securities available for sale		6,417			7,946			19,484		25,346
Tax free securities available for sale		1,626			1,654			4,930		4,966
FHLB Stock		68			4			86		20
Deposits with banks and federal funds sold		2			5			2		54
Total interest income		16,078			17,943			48,512		55,403
Interest expense:
Deposits		1,800			2,225			5,643		7,213
Borrowed funds		2,917			4,325			9,664		13,568
Junior subordinated notes and guaranteed preferred beneficial interest in subordinated debt		529			618			1,608		1,841
Total interest expense		5,246			7,168			16,915		22,622
Net interest income		10,832			10,775			31,597		32,781
Provision for loan losses		75			350			300		850
Net interest income after provision for loan losses		10,757			10,425			31,297		31,931
Noninterest income:
Fees and service charges		997			860			2,535		2,522
Increase of cash surrender value of bank owned life insurance		135			142			435		448
Net realized gain on securities available for sale		58			197			525		464
Total other-than-temporary impairment losses		—			—			—		(406	)
Portion of loss recognized in other comprehensive income before taxes		—			—			—		375
Net impairment losses on investment securities		—			—			—		(31	)
Net realized (loss) gain on derivatives		(166	)		(138	)		51		(538	)
Income from real estate held for investment		335			413			1,296		1,532
Other		258			163			585		502
Total noninterest income		1,617			1,637			5,427		4,899
Noninterest expense:
Compensation and employee benefits		4,463			4,306			13,344		12,989
Premises and equipment		676			640			2,066		2,074
Federal deposit insurance premiums		304			337			930		1,095
Data processing		593			608			1,769		1,791
Amortization of intangible assets		41			61			130		190
Advertising		145			174			468		457
Other		1,278			1,122			3,460		3,866
Total noninterest expense		7,500			7,248			22,167		22,462
Income before income taxes		4,874			4,814			14,557		14,368
Provision for income taxes		763			793			2,530		2,437
Net income before noncontrolling interest		4,111			4,021			12,027		11,931
Less: net income attributable to the noncontrolling interest		140			87			466		531
Net income attributable to ESB Financial Corporation	$	3,971		$	3,934		$	11,561	$	11,400
Net income per share (1)
Basic		0.23			0.23			0.67		0.66
Diluted		0.23			0.22			0.66		0.66
Cash dividends declared per share (1)		0.10			0.08			0.28		0.25
Weighted average shares outstanding (1)		17,409,820			17,234,850			17,358,818		17,194,979
Weighted average shares and share equivalents outstanding (1)		17,602,691			17,388,541			17,530,471		17,350,103

(1) Outstanding shares and per share data have been adjusted to reflect the six-for-five stock split declared April 16, 2013.

See accompanying notes to unaudited consolidated financial statements.

2

ESB Financial Corporation and Subsidiaries

Consolidated Statements of Comprehensive Income

For the three and nine months ended September 30, 2013 and 2012 (Unaudited)

(Dollar amounts in thousands)

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2013			2012			2013			2012
Net Income before noncontrolling interest	$	4,111		$	4,021		$	12,027		$	11,931
Other comprehensive (loss) income (net of tax and reclassifications)
Net change in unrealized (losses) gains:
Securities available for sale other-than-temporarily impaired:
Total losses		—			—			—			(406	)
Losses recognized in earnings		—			—			—			31
Losses recognized in comprehensive income		—			—			—			(375	)
Income tax effect		—			—			—			127
Unrealized holding losses on other-than-temporarily impaired securities available for sale, net of tax		—			—			—			(248	)
Securities available for sale not other-than-temporarily impaired:
(Losses) gains arising during the period		(1,363	)		9,956			(25,845	)		14,386
Income tax effect		463			(3,385	)		8,788			(4,891	)
		(900	)		6,571			(17,057	)		9,495
Gains recognized in earnings		(58	)		(197	)		(525	)		(464	)
Income tax effect		20			67			178			158
		(38	)		(130	)		(347	)		(306	)
Unrealized holding (losses) gains on securities available for sale not other-than-temporarily-impaired, net of tax		(938	)		6,441			(17,404	)		9,189
Unrealized holding (loss) gain on securities, net		(938	)		6,441			(17,404	)		8,941
Pension and Postretirement Amortization		36			51			108			157
Income tax effect		(12	)		(18	)		(37	)		(53	)
		24			33			71			104
Fair Value adjustment on derivatives		29			(222	)		1,398			(628	)
Income tax effect		(10	)		76			(476	)		214
		19			(146	)		922			(414	)
Other comprehensive (loss) income		(895	)		6,328			(16,411	)		8,631
Net comprehensive income (loss) before noncontrolling interest		3,216			10,349			(4,384	)		20,562
Less: net income attributable to the noncontrolling interest		140			87			466			531
Net comprehensive income (loss) attributable to ESB Financial Corporation	$	3,076		$	10,262			(4,850	)	$	20,031

See accompanying notes to unaudited consolidated financial statements.

3

ESB Financial Corporation and Subsidiaries

Consolidated Statement of Changes in Stockholders’ Equity

For the nine months ended September 30, 2013 (Unaudited)

(Dollar amounts in thousands, except share data)

	Common stock		Additional paid-in capital			Treasury stock			Unearned ESOP shares			Retained earnings			Accumulated other comprehensive income, net of tax			Noncontrolling Interest			Total stockholders’ equity
Balance at January 1, 2013	$	163	$	103,346		$	(18,847	)	$	(3,132	)	$	89,065		$	25,103		$	(898	)	$	194,800
Net income		—		—			—			—			11,561			—			466			12,027
Other comprehensive results, net		—		—			—			—			—			(16,411	)		—			(16,411	)
Cash dividends at $0.28 per share (1)		—		—			—			—			(4,915	)		—			—			(4,915	)
Six for five stock split, payment in lieu of fractional shares		29		(34	)		—			—			—			—			—			(5	)
Purchase of treasury stock, at cost (44,828 shares)		—		—			(615	)		—			—			—			—			(615	)
Reissuance of treasury stock for stock option exercises (111,077 shares)		—		—			1,258			—			(72	)		—			—			1,186
Compensation expense ESOP and MRP		—		404			—			762			—			—			—			1,166
Additional ESOP shares purchased		—		(300	)		—			—			—			—			—			(300	)
Tax effect of compensatory stock options		—		40			—			—			—			—			—			40
Capital disbursement for noncontrolling interest		—		—			—			—			—			—			(649	)		(649	)
Balance at September 30, 2013	$	192	$	103,456		$	(18,204	)	$	(2,370	)	$	95,639		$	8,692		$	(1,081	)	$	186,324

(1) Outstanding shares and per share data have been adjusted to reflect the six-for-five stock split declared April 16, 2013.

See accompanying notes to unaudited consolidated financial statements.

4

ESB Financial Corporation and Subsidiaries

Consolidated Statements of Cash Flows

For the nine months ended September 30, 2013 and 2012 (Unaudited)

(Dollar amounts in thousands)

	Nine months ended September 30,
	2013			2012
Operating activities:
Net income	$	12,027		$	11,931
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization for premises and equipment		729			767
Provision for loan losses		300			850
Amortization of premiums and accretion of discounts		2,951			2,549
Net gain on sale of securities available for sale		(525	)		(464	)
Impairment losses on investment securities		—			31
Net realized (gain) loss on derivatives		(51	)		538
Amortization of intangible assets		130			190
Compensation expense on ESOP and MRP		1,166			1,087
Increases in Bank owned life insurance		(435	)		(448	)
Decrease in accrued interest receivable		486			946
Decrease in prepaid FDIC assessment		2,031			1,007
Decrease (increase) in prepaid expenses and other assets		2,628			(1,761	)
Increase in accrued expenses and other liabilities		1,429			5,005
Gain on sale of real estate acquired through foreclosure		(58	)		(44	)
Other		(2,784	)		(706	)
Net cash provided by operating activities		20,024			21,478
Investing activities:
Loan originations		(149,279	)		(163,958	)
Purchases of:
Securities available for sale		(165,442	)		(196,027	)
FHLB Stock		(4,937	)		—
Premises and equipment		(50	)		(418	)
Principal repayments of:
Loans receivable		141,572			143,494
Securities available for sale		177,813			199,861
Proceeds from the sale of:
Securities available for sale		1,956			1,084
Real estate acquired through foreclosure		586			1,927
Premises and Equipment		105			—
Proceeds from bank owned life insurance		—			1,386
Redemption of FHLB stock		6,359			3,908
Funding of real estate held for investment		(5,714	)		(7,495	)
Proceeds from real estate held for investment		3,571			4,553
Net cash provided by (used in) investing activities		6,540			(11,685	)
Financing activities:
Net increase in deposits		54,377			36,973
Proceeds from long-term borrowings		105,291			7,512
Repayments of long-term borrowings		(162,073	)		(79,043	)
Net (decrease) increase in short-term borrowings		(5,504	)		9,295
Capital disbursement to noncontrolling interest		(649	)		(520	)
Redemption of junior subordinated notes		(10,310	)		—
Proceeds received from exercise of stock options		1,226			681
Dividends paid		(3,232	)		(4,388	)
Payments to acquire treasury stock		(615	)		(175	)
Stock purchased by ESOP		(300	)		(250	)
Net cash used in financing activities		(21,789	)		(29,915	)
Net increase (decrease) in cash equivalents		4,775			(20,122	)
Cash equivalents at beginning of period		15,064			38,848
Cash equivalents at end of period	$	19,839		$	18,726

5

ESB Financial Corporation and Subsidiaries

Consolidated Statements of Cash Flows, (Continued)

For the nine months ended September 30, 2013 and 2012 (Unaudited)

(Dollar amounts in thousands)

	Nine months ended September 30,
	2013		2012
Supplemental information:
Interest paid	$	15,605	$	20,402
Income taxes paid		2,050		2,960
Supplemental schedule of non-cash investing and financing activities:
Transfers from loans receivable to real estate acquired through foreclosure		86		1,192
Transfers from loan originations to proceeds on real estate held for investment		4,733		5,162
Dividends declared but not paid		1,767		1,467

See accompanying notes to unaudited consolidated financial statements.

6

ESB Financial Corporation and Subsidiaries

Notes to Unaudited Consolidated Financial Statements

1. Summary of Significant Accounting Policies

Principles of Consolidation

ESB Financial Corporation (the Company) is a publicly traded Pennsylvania thrift holding company. The consolidated financial statements include the accounts of the Company and its direct and indirect wholly-owned subsidiaries, which are ESB Bank (ESB or the Bank), THF, Inc. (THF), ESB Financial Services, Inc. (EFS) and AMSCO, Inc. (AMSCO). ESB is a Pennsylvania chartered, Federal Deposit Insurance Corporation (FDIC) insured stock savings bank.

AMSCO is engaged in real estate development and construction of 1-4 family residential units independently or in conjunction with its joint ventures. AMSCO is currently involved in eight real estate joint ventures, all of which are owned 51% or greater by AMSCO. The Bank has provided all development and construction financing. These joint ventures have been included in the consolidated financial statements and reflected within the consolidated statements of financial condition as real estate held for investment and related operating income and expenses are reflected within other non-interest income or expense. The Bank’s loans to AMSCO and related interest have been eliminated in consolidation.

In addition to the elimination of the loans and interest to the joint ventures described above, all other significant intercompany transactions and balances have been eliminated in consolidation.

Basis of Presentation

The accompanying unaudited consolidated financial statements for the interim periods include all adjustments, consisting only of normal recurring accruals, which are necessary, in the opinion of management, to fairly reflect the Company’s financial position and results of operations. Additionally, these consolidated financial statements for the interim periods have been prepared in accordance with instructions for the Securities and Exchange Commission’s Form 10-Q and therefore do not include all information or footnotes necessary for a complete presentation of financial condition, results of operations and cash flows in conformity with U.S. generally accepted accounting principles (GAAP). For further information, refer to the audited consolidated financial statements and footnotes thereto for the year ended December 31, 2012, as contained in the Company’s 2012 Annual Report to Stockholders.

The results of operations for the three and nine month periods ended September 30, 2013 are not necessarily indicative of the results that may be expected for the entire year. Certain amounts previously reported have been reclassified to conform to the current periods’ reporting format, such reclassifications did not have an effect on stockholders’ equity or net income.

The accounting principles followed by the Company and the methods of applying these principles conform with GAAP and with general practice within the banking industry. In preparing the consolidated financial statements management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the Statement of Financial Condition date and revenues and expenses for the period. Actual results could differ significantly from those estimates.

Operating Segments

An operating segment is defined as a component of an enterprise that engages in business activities that generate revenue and incur expense, the operating results of which are reviewed by management. At September 30, 2013, the Company was doing business through 23 full service banking branches, one loan production office and through its various other subsidiaries. Loans and deposits are primarily generated from the areas where banking branches are located. The Company derives its income predominantly from

7

interest on loans and securities and to a lesser extent, non-interest income. The Company’s principal expenses are interest paid on deposits and borrowed funds and normal operating costs. The Company’s operations are principally in the banking industry. Consistent with internal reporting, the Company’s operations are reported in one operating segment, which is community banking.

Stock Based Compensation

During the three and nine months ended September 30, 2013, the Company recorded approximately $186,000 and $537,000, respectively, in compensation expense and a tax benefit of $12,000 and $49,000, respectively, related to our share-based compensation awards that are expected to vest in 2013. As of September 30, 2013, there was approximately $727,000 of unrecognized compensation cost related to unvested share-based compensation awards granted. That cost is expected to be recognized over the next four years.

During the three and nine months ended September 30, 2012, the Company recorded approximately $116,000 and $327,000, respectively, in compensation expense and a tax benefit of $6,000 and $23,000, respectively, related to our share-based compensation awards that vested in 2012.

Cash flows from the tax benefits resulting from tax deductions in excess of the compensation cost recognized for stock-based awards (excess tax benefits) are classified as financing cash flows.

Financial Instruments

As part of its overall interest rate risk management activities, the Company utilizes derivative instruments to manage its exposure to various types of interest rate risk. Interest rate swaps and interest rate caps are the primary instruments the Company uses for interest rate risk management. Derivative instruments are recorded at fair value as either part of prepaid expenses and other assets or accrued expenses and other liabilities on the consolidated statements of financial condition. The accounting for changes in the fair value of derivatives depends on the intended use of the derivative and the resulting designation. Derivatives used to hedge the exposure to changes in the fair value of an asset, liability, or firm commitment attributable to a particular risk, such as interest rate risk, are considered fair value hedges. Derivatives used to hedge the exposure to variability in expected future cash flows, or other types of forecasted transactions, are considered cash flow hedges.

The Company formally documents the relationship between the hedging instruments and hedged items, as well as the risk management objective and strategy, before undertaking an accounting hedge. To qualify for hedge accounting, the derivatives and related hedged items must be designated as a hedge at inception of the hedge relationship. For accounting hedge relationships, we formally assess, both at the inception of the hedge and on an ongoing basis, if the derivatives are highly effective in offsetting designated changes in the fair value or cash flows of the hedged item. If it is determined that the derivative instrument is not highly effective, hedge accounting is discontinued.

For derivatives designated as fair value hedges, changes in the fair value of the derivative and the hedged item related to the hedged risk are recognized in earnings. To the extent the change in fair value of the derivative does not offset the change in fair value of the hedged item, the difference or ineffectiveness is reflected in earnings in the same financial statement category as the hedged item.

For derivatives designated as cash flow hedges, the effective portion of changes in the fair value of the derivative is initially reported in other comprehensive income (OCI) and subsequently reclassified to earnings when the hedged transaction affects earnings and the ineffective portion of changes in the fair value of the derivative is recognized directly in earnings. The Company assesses the effectiveness of each hedging relationship by comparing the changes in fair value or cash flows of the derivative hedging instrument with the changes in fair value or cash flows of the designated hedged item or transaction. For derivatives not designated as hedges, changes in fair value are recognized in earnings.

8

At September 30, 2013, there were twenty one interest rate cap contracts outstanding with notional amounts totaling $220.0 million. These derivative instruments are not hedged and therefore adjustments to fair value are recorded in current earnings.

The Company entered into two interest rate swap contracts to manage its exposure to interest rate risk. These interest rate swap transactions involved the exchange of the Company’s interest payment on $35.0 million in junior subordinated notes which became floating rate notes in 2011 for a fixed rate interest payment without the exchange of the underlying principal amount. Entering into interest rate derivatives potentially exposes the Company to the risk of counterparties’ failure to fulfill their legal obligations including, but not limited to, potential amounts due or payable under each derivative contract. Notional principal amounts are often used to express the volume of these transactions, but the amounts potentially subject to credit risk are much smaller. Management utilizes the Change in Variable Cash Flows Method to measure hedge ineffectiveness. To the extent that the cumulative change in anticipated cash flows from the hedging derivative offsets from 80% to 125% of the cumulative change in anticipated cash flows from the hedged exposure, the hedged is deemed effective. As of September 30, 2013, the interest rate swaps were deemed to be effective, therefore no amounts were charged to current earnings. The Company also does not expect to reclassify any hedge related amounts from OCI to earnings over the next twelve months.

The fixed rate interest rate swap contract outstanding at September 30, 2013 is being utilized to hedge $35.0 million in floating rate junior subordinated notes. Below is a summary of the interest rate swap contract and the terms at September 30, 2013:

	Notional		Effective		Pay			Receive			Maturity		Unrealized
(Dollars in thousands)	Amount		Date		Rate			Rate (*)			Date		Gain		Loss
Cash Flow Hedge	$	20,000		2/10/2011		4.18	%		0.28	%		2/10/2018	$	—	$	862
Cash Flow Hedge		15,000		2/10/2011		3.91	%		0.28	%		2/10/2018		—		586
	$	35,000											$	—	$	1,448

* Variable receive rate based upon contract rates in effect at September 30, 2013.

Recent Accounting and Regulatory Pronouncements

In February 2013, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2013-02, Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income. The standard requires that companies present either in a single note or parenthetically on the face of the financial statements, the effect of significant amounts reclassified from each component of accumulated other comprehensive income based on its source and the income statement line items affected by the reclassification. The new requirements will take effect for public companies in fiscal years, and interim periods within those years, beginning after December 15, 2012. The Company adopted this standard on January 1, 2013. The effect of adopting this standard increased our disclosure surrounding reclassification items out of accumulated other comprehensive income.

In February 2013, the FASB issued ASU 2013-04, Obligations Resulting from Joint and Several Liability Arrangements for Which the Total Amount of the Obligation is Fixed at the Reporting Date. The ASU requires the measurement of obligations resulting from joint and several liability arrangements for which the total amount of the obligation is fixed at the reporting date as the sum of the amount the reporting entity agreed to pay on the basis of its arrangement with its co-obligors as well as any additional amount that the entity expects to pay on behalf of its co-obligors. The new standard is effective retrospectively for fiscal years and interim periods within those years, beginning after December 15, 2013, and early adoption is permitted. This ASU is not expected to have a significant impact on the Company’s financial statements.

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In April 2013, the FASB ASU 2013-07, Presentation of Financial Statements (Topic 205): Liquidation Basis of Accounting. The amendments in this Update are being issued to clarify when an entity should apply the liquidation basis of accounting. In addition, the guidance provides principles for the recognition and measurement of assets and liabilities and requirements for financial statements prepared using the liquidation basis of accounting. The amendments require an entity to prepare its financial statements using the liquidation basis of accounting when liquidation is imminent. Liquidation is imminent when the likelihood is remote that the entity will return from liquidation and either (a) a plan for liquidation is approved by the person or persons with the authority to make such a plan effective and the likelihood is remote that the execution of the plan will be blocked by other parties or (b) a plan for liquidation is being imposed by other forces (for example, involuntary bankruptcy). If a plan for liquidation was specified in the entity’s governing documents from the entity’s inception (for example, limited-life entities), the entity should apply the liquidation basis of accounting only if the approved plan for liquidation differs from the plan for liquidation that was specified at the entity’s inception. The amendments are effective for entities that determine liquidation is imminent during annual reporting periods beginning after December 15, 2013, and interim reporting periods therein. Entities should apply the requirements prospectively from the day that liquidation becomes imminent. Early adoption is permitted. Entities that use the liquidation basis of accounting as of the effective date in accordance with other Topics (for example, terminating employee benefit plans) are not required to apply the amendments. Instead, those entities should continue to apply the guidance in those other Topics until they have completed liquidation. This ASU is not expected to have a significant impact on the Company’s financial statements.

In June 2013, the FASB issued ASU 2013-08, Financial Services – Investment Companies (Topic 946): Amendments to the Scope, Measurement, and Disclosure Requirements. The amendments in this Update affect the scope, measurement, and disclosure requirements for investment companies under U.S. GAAP. The amendments do all of the following: 1. Change the approach to the investment company assessment in Topic 946, clarify the characteristics of an investment company, and provide comprehensive guidance for assessing whether an entity is an investment Company. 2. Require an investment company to measure noncontrolling ownership interests in other investment companies at fair value rather than using the equity method of accounting. 3. Require the following additional disclosures: (a) the fact that the entity is an investment company and is applying the guidance in Topic 946, (b) information about changes, if any, in an entity’s status as an investment company, and (c) information about financial support provided or contractually required to be provided by an investment company to any of its investees. The amendments in this Update are effective for an entity’s interim and annual reporting periods in fiscal years that begin after December 15, 2013. Earlier application is prohibited. This ASU is not expected to have a significant impact on the Company’s financial statements.

In July 2013, the FASB ASU 2013-09, Fair Value Measurement (Topic 820): Deferral of the Effective Date of Certain Disclosures for Nonpublic Employee Benefit Plans in Update No. 2011-04. The amendments in this Update apply to certain quantitative disclosure requirements for an employee benefit plan, other than those plans that are subject to the Securities and Exchange Commission’s filing requirements (hereafter “nonpublic employee benefit plan”), that holds investments in its plan sponsor’s own nonpublic entity equity securities, including equity securities of its plan sponsor’s nonpublic affiliated entities and that are within the scope of the disclosure requirements contained in FASB Accounting Standards Update No. 2011-04, Fair Value Measurement (Topic 820): Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs. The amendments in this Update defer indefinitely the effective date of certain required disclosures in Update 2011-04 (Topic 820) of quantitative information about the significant unobservable inputs used in Level 3 fair value measurements for investments held by a nonpublic employee benefit plan in its plan sponsor’s own nonpublic entity equity securities, including equity securities of its plan sponsor’s nonpublic affiliated entities. The amendments in this Update do not defer the effective date for those certain

10

quantitative disclosures for other nonpublic entity equity securities held in the nonpublic employee benefit plan or any qualitative disclosures. The deferral in this amendment is effective upon issuance for financial statements that have not been issued. This ASU did not have a significant impact on the Company’s financial statements.

In July 2013, the FASB issued ASU 2013-10, Derivatives and Hedging (Topic 815): Inclusion of the Fed Funds Effective Swap Rate (or Overnight Index Swap Rate) as a Benchmark Interest Rate for Hedge Accounting Purposes. The amendments in this Update permit the Fed Funds Effective Swap Rate (OIS) to be used as a U.S. benchmark interest rate for hedge accounting purposes under Topic 815, in addition to UST and LIBOR. The amendments also remove the restriction on using different benchmark rates for similar hedges. The amendments are effective prospectively for qualifying new or redesignated hedging relationships entered into on or after July 17, 2013. This ASU did not have a significant impact on the Company’s financial statements.

In July 2013, the FASB issued ASU 2013-11, Income Taxes (Topic 740): Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists. This Update applies to all entities that have unrecognized tax benefits when a net operating loss carryforward, a similar tax loss, or a tax credit carryforward exists at the reporting date. An unrecognized tax benefit, or a portion of an unrecognized tax benefit, should be presented in the financial statements as a reduction to a deferred tax asset for a net operating loss carryforward, a similar tax loss, or a tax credit carryforward, except as follows. To the extent a net operating loss carryforward, a similar tax loss, or a tax credit carryforward is not available at the reporting date under the tax law of the applicable jurisdiction to settle any additional income taxes that would result from the disallowance of a tax position or the tax law of the applicable jurisdiction does not require the entity to use, and the entity does not intend to use, the deferred tax asset for such purpose, the unrecognized tax benefit should be presented in the financial statements as a liability and should not be combined with deferred tax assets. The assessment of whether a deferred tax asset is available is based on the unrecognized tax benefit and deferred tax asset that exist at the reporting date and should be made presuming disallowance of the tax position at the reporting date. The amendments in this Update are effective for fiscal years, and interim periods within those years, beginning after December 15, 2013. For nonpublic entities, the amendments are effective for fiscal years, and interim periods within those years, beginning after December 15, 2014. Early adoption is permitted. The amendments should be applied prospectively to all unrecognized tax benefits that exist at the effective date. Retrospective application is permitted. This ASU is not expected to have a significant impact on the Company’s financial statements.

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2. Securities Available for Sale

The Company’s securities available for sale portfolio is summarized as follows:

(Dollar amounts in thousands)

	Amortized cost		Unrealized gains		Unrealized losses			Fair value
September 30, 2013:
Trust preferred securities	$	45,898	$	245	$	(7,655	)	$	38,488
Municipal securities		176,076		6,649		(3,288	)		179,437
Equity securities- financial institutions		953		776		—			1,729
Corporate bonds		209,153		6,044		(477	)		214,720
Mortgage-backed securities
U.S. sponsored entities		615,116		20,921		(4,966	)		631,071
Private label		1,934		24		(2	)		1,956
Subtotal mortgage-backed securities		617,050		20,945		(4,968	)		633,027
Total securities	$	1,049,130	$	34,659	$	(16,388	)	$	1,067,401
December 31, 2012:
Trust preferred securities	$	45,894	$	367	$	(8,234	)	$	38,027
Municipal securities		177,414		13,717		(244	)		190,887
Equity securities- financial institutions		1,142		676		—			1,818
Corporate bonds		219,700		7,186		(1,091	)		225,795
Mortgage-backed securities
U.S. sponsored entities		617,158		33,021		(246	)		649,933
Private label		4,139		177		—			4,316
Subtotal mortgage-backed securities		621,297		33,198		(246	)		654,249
Total securities	$	1,065,447	$	55,144	$	(9,815	)	$	1,110,776

The following table shows the Company’s investments gross unrealized losses and fair value aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position, at September 30, 2013:

As of September 30, 2013

(Dollar amounts in thousands)

	Less than 12 Months						12 Months or more						Total
	# of Securities		Fair Value		Unrealized losses		# of Securities		Fair Value		Unrealized losses		# of Securities		Fair Value		Unrealized losses
Trust preferred securities		—	$	—	$	—		9	$	36,768	$	7,655		9	$	36,768	$	7,655
Municipal securities		33		27,172		2,894		2		2,853		394		35		30,025		3,288
Corporate bonds		5		13,894		160		4		15,432		317		9		29,326		477
Mortgage-backed securities
U.S. sponsored entities		52		176,057		4,966		—		—		—		52		176,057		4,966
Private label		1		542		2		—		—		—		1		542		2
Subtotal mortgage-backed securities		53		176,599		4,968		—		—		—		53		176,599		4,968
Total		91	$	217,665	$	8,022		15	$	55,053	$	8,366		106	$	272,718	$	16,388

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The following table shows the Company’s investments gross unrealized losses and fair value aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position, at December 31, 2012:

As of December 31, 2012

(Dollar amounts in thousands)

	Less than 12 Months						12 Months or more						Total
	# of Securities		Fair Value		Unrealized losses		# of Securities		Fair Value		Unrealized losses		# of Securities		Fair Value		Unrealized losses
Trust preferred securities		—	$	—	$	—		9	$	36,179	$	8,234		9	$	36,179	$	8,234
Municipal securities		5		4,179		58		2		3,059		186		7		7,238		244
Corporate bonds		5		15,604		110		5		20,020		981		10		35,624		1,091
Mortgage-backed securities
U.S. sponsored entities		8		28,246		246		—		—		—		8		28,246		246
Total		18	$	48,029	$	414		16	$	59,258	$	9,401		34	$	107,287	$	9,815

The Company primarily invests in mortgage-backed securities, variable and fixed rate corporate bonds, municipal bonds, government bonds and to a lesser extent equity securities. The policy of the Company is to recognize other than temporary impairment (OTTI) on equity securities where the fair value has been significantly below cost for three consecutive quarters. Declines in the fair value of the debt securities that can be attributed to specific adverse conditions affecting the credit quality of the investment would be recorded as OTTI and charged to earnings. In order to determine if a decline in fair value is other than temporary, the Company reviews corporate ratings of the investment, analyst reports and SEC filings of the issuers. For fixed maturity investments with unrealized losses due to interest rates where the Company expects to recover the entire amortized cost basis of the security, declines in value below cost are not assumed to be other than temporary. The Company reviews its position quarterly and has asserted that at September 30, 2013, the declines outlined in the above table represent temporary declines due to changes in interest rates and are not reflections of impairment in the credit quality of the securities. Additionally, the Company does not intend to sell the investment and it is not more likely than not that the Company will be required to sell the investment before recovery of its amortized cost basis.

The Company reviews investment debt securities on an ongoing basis for the presence of OTTI with formal reviews performed quarterly. Credit-related OTTI losses on individual securities are recognized in earnings while noncredit-related OTTI on securities not expected to be sold is recognized in accumulated other comprehensive income. There were no OTTI losses on individual securities during the quarter or nine months ended September 30, 2013.

The Company holds one pooled trust preferred security that has previously been determined to be other than temporarily impaired by approximately $2.0 million, due solely to credit related factors. This security is a collateralized debt obligation currently comprised of trust preferred securities of 9 financial institutions and has a Moody’s rating of Ca, which is below investment grade. The Company utilized an independent third party to analyze this bond at June 30, 2013, and it was determined that no additional impairment exists. At September 30, 2013 the Company utilized a discounted cash flow pricing method and determined no additional impairment exists.

Because of the subprime crisis, current markets for variable rate corporate trust preferred securities are illiquid. This includes the Company’s eight stand-alone trust preferred securities and the Company’s one pooled trust preferred security. The Company used a discounted cash flow method to price these securities due to a lack of liquidity for resale of this investment type and the absence of reliable pricing information. This method is described more fully in footnote 9, “Fair Value.”

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The following table summarizes scheduled maturities of the Company’s securities as of September 30, 2013 and December 31, 2012 excluding equity securities which have no maturity dates:

As of September 30, 2013

(Dollar amounts in thousands)

	Available for sale
	Weighted			Amortized		Fair
	Average Yield			cost		value
Due in one year or less		2.83	%	$	33,273	$	33,721
Due from one year to five years		3.12	%		173,386		179,923
Due from five to ten years		3.26	%		106,118		108,038
Due after ten years		3.08	%		735,400		743,990
		3.10	%	$	1,048,177	$	1,065,672

As of December 31, 2012

(Dollar amounts in thousands)

	Available for sale
	Weighted			Amortized		Fair
	Average Yield			cost		value
Due in one year or less		3.80	%	$	19,137	$	19,411
Due from one year to five years		3.05	%		187,595		195,182
Due from five to ten years		3.27	%		108,288		111,879
Due after ten years		3.30	%		749,285		782,486
		3.26	%	$	1,064,305	$	1,108,958

For purposes of the maturity table, mortgage backed securities, which are not due at a single maturity date, have been allocated over maturity groupings based on weighted-average contractual maturities of underlying collateral. The mortgage-backed securities may mature earlier than their weighted-average contractual maturities because of principal prepayments.

The proceeds from the sale of securities for the nine month period ended September 30, 2013 was $2.0 million resulting in gross realized gains of $525,000. The proceeds from the sale of securities for the nine month period ended September 30, 2012 was $1.1 million resulting in gross realized gains of $464,000. There were no gross realized losses for the nine months ended September 30, 2013 and September 30, 2012, respectively.

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3. Loans Receivable

The Company’s loans receivable as of the respective dates are summarized as follows:

(Dollar amounts In thousands)

	September 30,			December 31,
	2013			2012
Mortgage loans:
Residential real estate
Single family	$	335,419		$	326,005
Multi family		38,291			33,472
Construction		46,323			46,418
Total residential real estate		420,033			405,895
Commercial real estate
Commercial		79,299			81,077
Construction		16,816			15,878
Total commercial real estate		96,115			96,955
Subtotal mortgage loans		516,148			502,850
Other loans:
Consumer loans
Home equity loans		82,193			80,418
Dealer auto and RV loans		48,003			46,571
Other loans		7,097			7,896
Total consumer loans		137,293			134,885
Commercial business		51,148			54,445
Subtotal other loans		188,441			189,330
Total loans receivable		704,589			692,180
Less:
Allowance for loan losses		6,713			6,709
Deferred loan fees and net discounts		(2,133	)		(1,862	)
Loans in process		16,305			15,247
Subtotal		20,885			20,094
Net loans receivable	$	683,704		$	672,086

At September 30, 2013 and December 31, 2012, the Company conducted its business through 23 offices in Allegheny, Beaver, Butler and Lawrence counties in Pennsylvania which also serves as its primary lending area. Management does not believe it has significant concentrations of credit risk to any one group of borrowers given its underwriting and collateral requirements.

Management has an established methodology to determine the adequacy of the allowance for loan losses that assesses the risks and losses inherent in the loan portfolio. For purposes of determining the allowance for loan losses, the Company has segmented certain loans in the portfolio by product type. Loans are segmented into the following pools: commercial business loans, commercial real estate loans, residential real estate loans and consumer loans. The Company sub-segments residential real estate loans into the following three classes: single family, construction and multi-family. Commercial real estate is sub-segmented into commercial and construction classes. The Company also sub-segments the consumer loan portfolio into the following three classes: home equity, dealer automobile and recreational vehicle (RV) and other consumer loans. Historical loss percentages for each risk category are calculated and used as the basis for calculating allowance allocations. These historical loss percentages are calculated over a three year period for all portfolio segments. Certain qualitative factors are then added to the historical loss percentages to get the adjusted factor to be applied to non classified loans. The following qualitative factors are analyzed for each portfolio segment:

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• Levels of and trends in delinquencies and nonaccruals

• Changes in lending policies and procedures

• Volatility of losses within each risk category

• Loans and Lending staff acquired through acquisition

• Economic trends

• Concentrations of credit

• Trends in volume and terms

• Experience depth and ability of management

These qualitative factors are reviewed each quarter and adjusted based upon relevant changes within the portfolio. During the first nine months of 2013, the qualitative factors for trends in volume and terms were increased for mortgages including single family 1-4, multi-family and commercial real estate as well as other consumer and commercial loans.

In terms of the Company’s loan portfolio, the commercial and industrial loans and commercial real estate loans are deemed to have more risk than the consumer real estate loans and other consumer loans in the portfolio. The commercial loans not secured by real estate are highly dependent on financial condition and are more dependent on economic conditions. The commercial loans secured by real estate are also dependent on economic conditions but generally have stronger forms of collateral. More recently, commercial real estate has been negatively impacted by devaluation so these commercial loans carry a higher qualitative factor for changes in the value of collateral. The commercial loans and commercial real estate loans have historically been responsible for the majority of the Company’s delinquencies, non-accrual loans, and charge-offs so both of these categories carry higher qualitative factors than consumer loans. The Company has historically experienced very low levels of consumer loan charge-offs so these qualitative factors are set lower than the commercial real estate and commercial and industrial loans.

Loans by Segment

The total allowance reflects management’s estimate of loan losses inherent in the loan portfolio at the statement of financial condition date. The Company considers the allowance for loan losses of $6.7 million adequate to cover loan losses inherent in the loan portfolio, at September 30, 2013. The following tables present by portfolio segment, the changes in the allowance for loan losses for the three and nine month periods ended September 30, 2013 and 2012:

Three months ended September 30, 2013

(Dollar amounts in thousands)

				Commercial
	Commercial			Real Estate			Consumer		Residential			Unallocated			Total
Allowance for loan losses:
Beginning balance	$	543		$	2,102		$	1,062	$	2,425		$	596		$	6,728
Charge-offs		17			—			93		13			—			123
Recoveries		—			—			33		—			—			33
Provision		18			63			34		(40	)		—			75
Reallocations		(44	)		(107	)		63		233			(145	)		—
Ending Balance	$	500		$	2,058		$	1,099	$	2,605		$	451		$	6,713

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Three months ended September 30, 2012

(Dollar amounts in thousands)

			Commercial
	Commercial		Real Estate			Consumer		Residential		Unallocated			Total
Allowance for loan losses:
Beginning balance	$	434	$	2,299		$	1,004	$	2,519	$	485		$	6,741
Charge-offs		32		163			206		153		—			554
Recoveries		—		—			27		—		—			27
Provision		94		—			174		82		—			350
Reallocations		—		(62	)		—		97		(35	)		—
Ending Balance	$	496	$	2,074		$	999	$	2,545	$	450		$	6,564

Nine months ended September 30, 2013

(Dollar amounts in thousands)

				Commercial
	Commercial			Real Estate			Consumer		Residential		Unallocated			Total
Allowance for loan losses:
Beginning balance	$	550		$	2,075		$	1,031	$	2,541	$	512		$	6,709
Charge-offs		17			7			346		24		2			396
Recoveries		—			—			100		—		—			100
Provision		38			138			72		52		—			300
Reallocations		(71	)		(148	)		242		36		(59	)		—
Ending Balance	$	500		$	2,058		$	1,099	$	2,605	$	451		$	6,713

Nine months ended September 30, 2012

(Dollar amounts in thousands)

			Commercial
	Commercial		Real Estate			Consumer		Residential		Unallocated			Total
Allowance for loan losses:
Beginning balance	$	384	$	2,442		$	1,045	$	2,115	$	551		$	6,537
Charge-offs		32		163			445		277		—			917
Recoveries		—		—			77		17		—			94
Provision		144		—			322		384		—			850
Reallocations		—		(205	)		—		306		(101	)		—
Ending Balance	$	496	$	2,074		$	999	$	2,545	$	450		$	6,564

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The following tables present by portfolio segment, the recorded investment in loans at September 30, 2013 and December 31, 2012:

As of September 30, 2013

(Dollar amounts in thousands)

			Commercial
	Commercial		Real Estate		Consumer		Residential		Unallocated		Total
Allowance for loan losses:
Ending balance: individually evaluated for impairment	$	—	$	1,063	$	49	$	—	$	—	$	1,112
Ending balance: collectively evaluated for impairment	$	500	$	995	$	1,050	$	2,605	$	451	$	5,601
Loans Receivable:
Ending Balance	$	51,148	$	96,115	$	137,293	$	420,033	$	—	$	704,589
Ending balance: individually evaluated for impairment	$	—	$	14,688	$	394	$	2,207	$	—	$	17,289
Ending balance: collectively evaluated for impairment	$	51,148	$	81,427	$	136,899	$	417,826	$	—	$	687,300

As of December 31, 2012

(Dollar amounts in thousands)

			Commercial
	Commercial		Real Estate		Consumer		Residential		Unallocated		Total
Allowance for loan losses:
Ending balance: individually evaluated for impairment	$	—	$	1,110	$	54	$	—	$	—	$	1,164
Ending balance: collectively evaluated for impairment	$	550	$	965	$	977	$	2,541	$	512	$	5,545
Loans Receivable:
Ending Balance	$	54,445	$	96,955	$	134,885	$	405,895	$	—	$	692,180
Ending balance: individually evaluated for impairment	$	—	$	13,414	$	327	$	2,163	$	—	$	15,904
Ending balance: collectively evaluated for impairment	$	54,445	$	83,541	$	134,558	$	403,732	$	—	$	676,276

Credit Quality Information

The following tables represent credit exposures by internally assigned grades as of September 30, 2013 and December 31, 2012. The grading analysis estimates the capability of the borrower to repay the contractual obligations of the loan agreements as scheduled or at all. The Company’s internal credit risk grading system is based on experiences with similarly graded loans.

The Company’s internally assigned grades are as follows:

Pass – loans which are protected by the current net worth and paying capacity of the obligor or by the value of the underlying collateral.

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Special Mention – loans where a potential weakness or risk exists, which could cause a more serious problem if not corrected.

Substandard – loans that have a well-defined weakness based on objective evidence and be characterized by the distinct possibility that the Bank will sustain some loss if the deficiencies are not corrected.

Doubtful – loans classified as doubtful have all the weaknesses inherent in a substandard asset. In addition, these weaknesses make collection or liquidation in full highly questionable and improbable, based on existing circumstances.

Loss – loans classified as a loss are considered uncollectible, or of such value that continuance as an asset is not warranted.

As of September 30, 2013

(Dollar amounts in thousands)

	Residential Real Estate Multi - family		Residential Real Estate Construction		Commercial Real Estate Commercial		Commercial Real Estate Construction		Commercial
Pass	$	38,291	$	42,563	$	64,903	$	16,816	$	51,071
Special Mention		—		681		1,369		—		22
Substandard		—		3,079		13,027		—		55
Doubtful		—		—		—		—		—
Loss		—		—		—		—		—
Ending Balance	$	38,291	$	46,323	$	79,299	$	16,816	$	51,148

As of December 31, 2012

(Dollar amounts in thousands)

	Residential Real Estate Multi - family		Residential Real Estate Construction		Commercial Real Estate Commercial		Commercial Real Estate Construction		Commercial
Pass	$	33,472	$	41,138	$	65,696	$	15,878	$	53,883
Special Mention		—		4,477		1,334		—		527
Substandard		—		803		14,047		—		35
Doubtful		—		—		—		—		—
Loss		—		—		—		—		—
Ending Balance	$	33,472	$	46,418	$	81,077	$	15,878	$	54,445

The following tables present performing and nonperforming single family residential and consumer loans based on payment activity as of September 30, 2013 and December 31, 2012. Payment activity is reviewed by management on a monthly basis to determine how loans are performing. Loans are considered to be nonperforming when they become 90 days delinquent.

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As of September 30, 2013

(Dollar amounts in thousands)

	Residential Real Estate Single Family		Consumer Home Equity		Dealer Auto and RV		Other Consumer
Performing	$	331,904	$	81,892	$	47,832	$	7,017
Nonperforming		3,515		301		171		80
Total	$	335,419	$	82,193	$	48,003	$	7,097

As of December 31, 2012

(Dollar amounts in thousands)

	Residential Real Estate Single Family		Consumer Home Equity		Dealer Auto and RV		Other Consumer
Performing	$	322,662	$	80,124	$	46,450	$	7,787
Nonperforming		3,343		294		121		109
Total	$	326,005	$	80,418	$	46,571	$	7,896

Nonperforming loans also include certain loans that have been modified and classified as troubled debt restructuring (TDR) where economic concessions have been granted to borrowers who have experienced or are expected to experience financial difficulties. These concessions typically result from the Company’s loss mitigation activities and could include reductions in the interest rate, payment extensions, forgiveness of principal, forbearance or other actions. Delinquent TDRs are classified as nonperforming at the time of restructure and may only be returned to performing status after considering the borrower’s sustained repayment performance for a reasonable period, generally six months.

Non-performing loans, which include non-accrual loans and TDRs, were $6.8 million and $7.4 million at September 30, 2013 and December 31, 2012, respectively. The TDRs included in non-performing loans amounted to $112,000 and $368,000 at September 30, 2013 and December 31, 2012, respectively. The Company also had TDR’s that were in compliance with their modified terms of $10.6 million and $8.2 million at September 30, 2013 and December 31, 2012, respectively. The Company is not committed to lend additional funds to debtors whose loans are on non-accrual status.

20

Age Analysis of Past Due Loans Receivable by Class

The following tables are an aging analysis of the investment of past due loans receivable as of September 30, 2013 and December 31, 2012:

(Dollar amounts in thousands)

As of September 30, 2013

	30-59 Days Past Due		60-89 Days Past Due		90 Days Or Greater		Total Past Due		Current		Total Loans Receivable		Recorded Investment > 90 Days and Accruing
Residential real estate
Single family	$	855	$	383	$	3,515	$	4,753	$	330,666	$	335,419	$	—
Construction		—		—		—		—		38,291		46,323		—
Multi-family		—		—		—		—		46,323		38,291		—
Commercial Real Estate
Commercial		75		397		2,631		3,103		76,196		79,299		—
Construction		—		—		—		—		16,816		16,816		—
Consumer
Consumer - home equity		129		—		237		366		81,827		82,193		—
Consumer - dealer auto and RV		433		172		169		774		47,229		48,003		—
Consumer - other		17		4		80		101		6,996		7,097		—
Commercial		1		—		33		34		51,114		51,148		—
Total	$	1,510	$	956	$	6,665	$	9,131	$	695,458	$	704,589	$	—

(Dollar amounts in thousands)

As of December 31, 2012

	30-59 Days Past Due		60-89 Days Past Due		90 Days Or Greater		Total Past Due		Current		Total Loans Receivable		Recorded Investment > 90 Days and Accruing
Residential real estate
Single family	$	887	$	420	$	3,343	$	4,650	$	321,355	$	326,005	$	—
Construction		—		—		—		—		46,418		46,418		—
Multi-family		—		—		—		—		33,472		33,472		—
Commercial Real Estate
Commercial		246		598		3,211		4,055		77,022		81,077		—
Construction		—		—		—		—		15,878		15,878		—
Consumer
Consumer - home equity		219		—		223		442		79,976		80,418		—
Consumer - dealer auto and RV		771		230		104		1,105		45,466		46,571		—
Consumer - other		70		12		109		191		7,705		7,896		—
Commercial		—		2		35		37		54,408		54,445		—
Total	$	2,193	$	1,262	$	7,025	$	10,480	$	681,700	$	692,180	$	—

21

Impaired Loans

Management considers commercial loans, commercial real estate loans and development loans which are 90 days or more past due to be impaired. Larger commercial loans, commercial real estate loans and development loans which are 60 days or more past due, including any troubled debt restructuring, are selected for impairment testing. These loans are analyzed to determine if it is probable that all amounts will not be collected according to the contractual terms of the loan agreement. If management determines that the fair value of the impaired loan is less than the recorded investment in the loan, impairment is recognized through a provision for loan loss estimate or a charge-off to the allowance for loan losses. The Company collectively reviews all residential real estate and consumer loans for impairment.

The following tables summarize impaired loans:

Impaired Loans

As of September 30, 2013 and December 31, 2012

(Dollar amounts in thousands)

	September 30, 2013						December 31, 2012
	Recorded Investment		Unpaid Principal Balance		Related Allowance		Recorded Investment		Unpaid Principal Balance		Related Allowance
With no related allowance recorded:
Commercial Real Estate	$	5,532	$	5,639	$	—	$	5,433	$	5,540	$	—
Residential single family		1,357		1,357		—		1,360		1,360
Residential construction loans		850		850		—		803		803
Consumer loans
Home Equity		211		236		—		130		130		—
Dealer auto and RV		8		8		—		14		14		—
With an allowance recorded:
Commercial Real Estate		9,156		9,319		1,063		7,981		8,144		1,110
Consumer Loans:
Home Equity		172		150		46		179		179		50
Dealer auto and RV		3		3		3		4		4		4
Total:
Commercial Real Estate		14,688		14,958		1,063		13,414		13,684		1,110
Consumer		394		397		49		327		327		54
Residential single family		1,357		1,357		—		1,360		1,360		—
Residential construction		850		850		—		803		803		—
Total	$	17,289	$	17,562	$	1,112	$	15,904	$	16,174	$	1,164

22

(Dollar amounts in thousands)

	Three months ended September 30, 2013				Three months ended September 30, 2012
	Average Recorded Investment		Interest Income Recognized		Average Recorded Investment		Interest Income Recognized
With no related allowance recorded:
Commercial Real Estate:
Commercial Real Estate	$	5,562	$	57	$	5,451	$	58
Residential loans		1,358		3		1,361		2
Residential construction loans		885		7		102		10
Consumer Loans:
Home equity		198		4		91		10
Dealer auto and RV		9		—		—		—
With an allowance recorded:
Commercial Real Estate:
Commercial Real Estate		9,176		116		8,248		105
Consumer Loans:
Home equity		172		3		152		1
Dealer auto and RV		3		—		—		—
Commercial business loans		—		—		37		2
Total:
Commercial Real Estate	$	14,738	$	173	$	13,699	$	163
Consumer		382		7		243		11
Residential		1,358		3		1,361		2
Residential construction loans		885		7		102		10
Commercial		—		—		37		2

23

(Dollar amounts in thousands)

	Nine months ended September 30, 2013				Nine months ended September 30, 2012
	Average Recorded Investment		Interest Income Recognized		Average Recorded Investment		Interest Income Recognized
With no related allowance recorded:
Commercial Real Estate:
Commercial Real Estate	$	5,325	$	177	$	5,488	$	170
Residential loans		1,359		7		1,362		7
Residential construction loans		894		25		421		32
Consumer Loans:
Home equity		179		10		43		10
Dealer auto and RV		10		2		—		—
With an allowance recorded:
Commercial Real Estate:
Commercial Real Estate		8,512		374		8,353		319
Consumer Loans:
Home equity		174		8		153		6
Dealer auto and RV		4		—		—		—
Commercial business loans		—		—		41		2
Total:
Commercial Real Estate	$	13,837	$	551	$	13,841	$	489
Consumer		367		20		196		16
Residential		1,359		7		1,362		7
Residential construction loans		894		25		421		32
Commercial		—		—		41		2

Nonaccrual Loans

Loans are considered nonaccrual upon reaching 90 days delinquent, although the Company may be receiving partial payments of interest and partial repayments of principal on such loans. When a loan is placed in nonaccrual status, previously accrued but unpaid interest is deducted from interest income.

On the following table are the loans receivable and TDR’s on nonaccrual status as of September 30, 2013 and December 31, 2012. The balances are presented by class of loans:

(Dollar amounts in thousands)

	September 30, 2013		December 31, 2012
Commercial	$	33	$	35
Commercial Real Estate		2,631		3,432
Consumer
Consumer - Home Equity		237		293
Consumer - Dealer auto and RV		168		121
Consumer - Other		80		109
Residential		3,516		3,403
Total	$	6,665	$	7,393

24

Modifications

The Company’s loan portfolio also includes TDR’s, where economic concessions have been granted to borrowers who have experienced or are expected to experience financial difficulties. These concessions typically result from the Company’s loss mitigation activities and could include reductions in the interest rate, payment extensions, forgiveness of principal, forbearance or other actions. Delinquent TDRs are classified as nonperforming at the time of restructure and may only be returned to performing status after considering the borrower’s sustained repayment performance for a reasonable period, generally six months.

When the Company modifies a loan, management evaluates any possible impairment based on the present value of expected future cash flows, discounted at the contractual interest rate of the original loan agreement, except when the sole (remaining) source of repayment for the loan is the operation or liquidation of the collateral. In these cases, management uses the current fair value of the collateral, less selling costs, instead of discounted cash flows. If management determines that the value of the modified loan is less than the recorded investment in the loan (net of previous charge-offs, deferred loan fees or costs and unamortized premium or discount), impairment is recognized by segment or class of loan, as applicable, through an allowance estimate or a charge-off to the allowance. Segment and class status is determined by the loan’s classification at origination.

The following table includes the recorded investment and number of modifications for modified loans for the three and nine months ended September 30, 2013 and 2012. The Company reports the recorded investment in the loans prior to a modification and also the recorded investment in the loans after the loans were restructured.

(Dollar amounts in thousands)

	For the Three Months ended
	September 30, 2013
			Pre-Modification Outstanding		Post-Modification Recorded Investment
	Number of Contracts		Recorded Investment		Maturity Date Extension		Deferral of Principal Payments		Other		Total
Troubled Debt Restructurings
Consumer
Home equity		1	$	25	$	25		—	$	—	$	25
Troubled Debt Restructurings		1	$	25	$	25	$	—	$	—	$	25

(Dollar amounts in thousands)

	For the Three Months ended
	September 30, 2012
			Pre-Modification Outstanding		Post-Modification Recorded Investment
	Number of Contracts		Recorded Investment		Maturity Date Extension		Deferral of Principal Payments		Other		Total
Troubled Debt Restructurings
Consumer
Home equity		6	$	139	$	139	$	—	$	—	$	139
Troubled Debt Restructurings		6	$	139	$	139	$	—	$	—	$	139

25

(Dollar amounts in thousands)

	For the Nine Months ended
	September 30, 2013
			Pre-Modification Outstanding		Post-Modification Recorded Investment
	Number of Contracts		Recorded Investment		Maturity Date Extension		Deferral of Principal Payments		Other		Total
Troubled Debt Restructurings
Commercial real estate		12	$	2,331	$	26	$	—	$	2,305	$	2,331
Consumer
Home equity		7		116		116		—		—		116
Troubled Debt Restructurings		19	$	2,447	$	142	$	—	$	2,305	$	2,447

(Dollar amounts in thousands)

	For the Nine Months ended
	September 30, 2012
			Pre-Modification Outstanding		Post-Modification Recorded Investment
	Number of Contracts		Recorded Investment		Maturity Date Extension		Deferral of Principal Payments		Other		Total
Troubled Debt Restructurings
Residential construction		3	$	947	$	947	$	—	$	—	$	947
Commercial real estate		1		100		—		—		100		100
Consumer
Home equity		6		139		139		—		—		139
Troubled Debt Restructurings		10	$	1,186	$	1,086	$	—	$	100	$	1,186

The Company did not have any TDR’s that defaulted subsequent to their modification during the periods reported.

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4. Deposits

The Company’s deposits as of the respective dates are summarized as follows:

(Dollar amounts in thousands)

	September 30, 2013					December 31, 2012
Type of accounts	Amount		%			Amount		%
Noninterest-bearing deposits	$	126,214		10.2	%	$	109,964		9.3	%
NOW account deposits		248,178		20.1	%		223,736		19.0	%
Money Market deposits		41,226		3.3	%		39,255		3.3	%
Passbook account deposits		177,747		14.4	%		173,343		14.7	%
Time deposits		639,069		52.0	%		631,759		53.7	%
	$	1,232,434		100.0	%	$	1,178,057		100.0	%
Time deposits mature as follows:
Within one year	$	417,278		65.2	%	$	375,862		59.6	%
After one year through two years		124,448		19.5	%		118,333		18.7	%
After two years through three years		59,889		9.4	%		78,492		12.4	%
After three years through four years		19,053		3.0	%		36,920		5.8	%
After four years through five years		13,216		2.1	%		17,106		2.7	%
Thereafter		5,185		0.8	%		5,046		0.8	%
	$	639,069		100.0	%	$	631,759		100.0	%

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5. Borrowed Funds

The Company’s borrowed funds as of the respective dates are summarized as follows:

(Dollar amounts in thousands)

	September 30, 2013					December 31, 2012
	Weighted average rate			Amount		Weighted average rate			Amount
FHLB advances:
Due within 12 months		2.42	%	$	118,817		2.69	%	$	100,147
Due beyond 12 months but within 2 years		2.14	%		29,288		2.88	%		71,392
Due beyond 2 years but within 3 years		1.02	%		47,456		3.13	%		15,873
Due beyond 3 years but within 4 years		1.29	%		43,426		2.15	%		8,013
Due beyond 4 years but within 5 years		3.08	%		12,816		1.03	%		7,807
Due beyond 5 years		—			—		3.61	%		10,000
				$	251,803				$	213,232
Repurchase agreements:
Due within 12 months		2.69	%	$	78,000		2.99	%	$	148,000
Due beyond 12 months but within 2 years		4.12	%		10,000		3.07	%		40,000
Due beyond 2 years but within 3 years		—			—		4.12	%		10,000
Due beyond 3 years but within 4 years		4.28	%		25,000		—			—
Due beyond 4 years but within 5 years		4.49	%		45,000		4.28	%		25,000
Due beyond 5 years		—			—		4.49	%		45,000
				$	158,000				$	268,000
Other borrowings:
ESOP borrowings
Due within 12 months		4.68	%	$	1,000		4.68	%	$	1,000
Due beyond 12 months but within 2 years		4.68	%		1,000		4.68	%		1,000
Due beyond 2 years but within 3 years		4.68	%		500		4.68	%		1,000
Due beyond 3 years but within 4 years		—			—		4.68	%		250
				$	2,500				$	3,250
Corporate borrowings
Due within 12 months		3.75	%	$	1,000		—			—
Due beyond 12 months but within 2 years		3.75	%		1,000		—			—
Due beyond 2 years but within 3 years		3.75	%		1,000		—			—
Due beyond 3 years but within 4 years		3.75	%		1,000		—			—
Due beyond 4 years but within 5 years		3.75	%		5,967		—			—
				$	9,967				$	—
Borrowings for joint ventures
Due beyond 4 years but within 5 years		—		$	—		3.75	%	$	74
Junior subordinated notes
Due beyond 5 years		2.08	%	$	36,083		2.41	%	$	46,393

Included in the $251.8 million of FHLB advances at September 30, 2013 are $40.0 million in structured advances with imbedded caps at various strike rates based on the 3 month LIBOR rate. If during the term of the advance, the 3 month LIBOR rate exceeds the strike rate, the interest rate on the structured advance is reduced by the difference between the rate and the strike rate.

Included in the $158.0 million of Repurchase Agreements (REPOs), at September 30, 2013, are $20.0 million in structured REPOs with imbedded caps at various strike rates based on the 3 month LIBOR rate. If during the term of the REPO, the 3 month LIBOR rate exceeds the strike rate, the interest rate on the structured REPO is reduced by the difference between the rate and the strike rate.

28

Also included in the $158.0 million of REPOs at September 30, 2013 is a $25.0 million structured REPO in which the Company pays a fixed rate of interest. At the reset date and every quarterly period thereafter, the counterparty has the right to terminate the transaction. It has historically been the Company’s position to pay off any borrowings and replace them with fixed rate funding if converted by the counterparty.

The Company enters into sales of securities under agreements to repurchase. Such REPO’s are treated as borrowed funds. The dollar amount of the securities underlying the agreements remains in their respective asset accounts.

REPOs are collateralized by various securities that are either held in safekeeping at the FHLB or delivered to the dealer who arranged the transaction and the Company maintains control of these securities.

The market value of such securities exceeded the amortized cost of the securities sold under agreements to repurchase. The fair value of the securities as of September 30, 2013 was $192.1 million with an amortized cost of $182.0 million. The fair value of the securities as of December 31, 2012 was $318.9 million with an amortized cost of $297.8 million. The average maturity date of the mortgage backed securities sold under agreements to repurchase was greater than 90 days for the periods ended September 30, 2013 and December 31, 2012.

As of September 30, 2013 and December 31, 2012, the Company had REPO’s with Citigroup of $65.0 million and $115.0 million respectively, Barclays Capital of $30.0 million and $40.0 million, respectively, Credit Suisse of $43.0 million and $83.0 million, respectively and Morgan Stanley of $20.0 million and $30.0 million, respectively.

As of September 30, 2013, the REPO’s with Citigroup had $11.4 million at risk (where the fair value of the securities exceeds the borrowing), with a weighted average maturity of 19 months, Barclays Capital had $6.0 million at risk with a weighted average maturity of 46 months, Credit Suisse had $13.0 million at risk with a weighted average maturity of 36 months and Morgan Stanley had $3.6 million at risk with a weighted average maturity of 9 months.

Borrowings under REPO averaged $158.0 million and $181.3 million during the three months and nine months ended September 30, 2013, respectively. The maximum amount outstanding at any month-end was $158.0 million and $258.0 million during the three and nine months ended September 30, 2013, respectively.

The junior subordinated notes have various maturities, interest rate structures and call dates. The characteristics of these notes are detailed in the following paragraphs.

On April 10, 2003, ESB Capital Trust II (Trust II), a statutory business trust established under Delaware law that is a subsidiary of the Company, issued $10.0 million variable rate preferred securities with a stated value and liquidation preference of $1,000 per share. The Company purchased $310,000 of common securities of Trust II. The dividend rate on the preferred securities reset quarterly to equal the LIBOR plus 3.25%. Trust II’s obligations under the preferred securities issued are fully and unconditionally guaranteed by the Company. The proceeds from the sale of the preferred securities and the common securities were utilized by the Trust II to invest in $10.3 million of variable rate subordinated debt of the Company. The subordinated debt is unsecured and ranks subordinate and junior in right of payment to all indebtedness, liabilities and obligations of the Company. The subordinated debt primarily represents the sole assets of the Trust II. Dividends on the preferred securities is cumulative and payable quarterly in arrears. The Company has the right to optionally redeem the subordinated debt prior to the maturity date of April 24, 2033, on or after April 24, 2008, at the

29

redemption price, plus accrued and unpaid distributions, if any, at the redemption date. Under the occurrence of certain events, specifically, a tax event, investment company event or capital treatment event as more fully defined in the Indenture dated April 10, 2003, the Company may redeem in whole, but not in part, the subordinated debt at any time within 90 days following the occurrence of such event. Proceeds from any redemption of the subordinated debt would cause a mandatory redemption of the preferred securities and the common securities having an aggregate liquidation amount equal to the principal amount of the subordinated debt redeemed. On July 23, 2008, the Company redeemed $5.0 million of the preferred securities of ESB Capital Trust II with proceeds from a $14.0 million loan with First Tennessee Bank National Association (“First Tennessee”). The remainder of the First Tennessee loan was used to repay an existing loan with First Tennessee with a remaining balance of $9.0 million, which had an interest rate of 5.55% and was due on December 31, 2008. No unamortized deferred debt issuance costs remain on this issuance. On January 24, 2013, the Company redeemed the remaining subordinated debt and securities of ESB Capital Trust II with $5.0 million of the proceeds from a $10.0 million loan with WesBanco, with a fixed interest rate of 3.75%. The remaining $5.0 million of the WesBanco loan was drawn on March 15, 2013 and used to redeem the subordinated debt and securities of ESB Capital Trust III.

On December 17, 2003, ESB Statutory Trust (Trust III), a statutory business trust established under Delaware law that is a subsidiary of the Company, issued $5.0 million variable rate preferred securities with a stated value and liquidation preference of $1,000 per share. The Company purchased $155,000 of common securities of Trust III. The preferred securities reset quarterly to equal the LIBOR Index plus 2.95%. Trust III’s obligations under the preferred securities issued are fully and unconditionally guaranteed by the Company. The proceeds from the sale of the preferred securities and the common securities were utilized by Trust III to invest in $5.2 million of variable rate subordinated debt of the Company. The subordinated debt is unsecured and ranks subordinate and junior in right of payment to all indebtedness, liabilities and obligations of the Company. The subordinated debt primarily represents the sole assets of Trust III. Interest on the preferred securities is cumulative and payable quarterly in arrears. The Company has the right to optionally redeem the subordinated debt prior to the maturity date of December 17, 2033, on or after December 17, 2008, at the redemption price, plus accrued and unpaid distributions, if any, at the redemption date. Under the occurrence of certain events, specifically, a tax event, investment company event or capital treatment event as more fully defined in the Indenture dated December 17, 2003; the Company may redeem in whole, but not in part, the subordinated debt at any time within 90 days following the occurrence of such event. Proceeds from any redemption of the subordinated debt would cause a mandatory redemption of the preferred securities and the common securities having an aggregate liquidation amount equal to the principal amount of the subordinated debt redeemed. No unamortized deferred debt issuance costs remain on this issuance. On March 18, 2013, the Company redeemed the subordinated debt and securities of ESB Capital Trust III with a $5.0 million of the aforementioned proceeds of the $10.0 million loan from WesBanco.

On February 10, 2005, ESB Capital Trust IV (Trust IV), a statutory business trust established under Delaware law that is a subsidiary of the Company, issued $35.0 million fixed rate preferred securities. The Company purchased $1.1 million of common securities of Trust IV. The preferred securities are fixed at a rate of 6.03% for six years and then are variable at three month LIBOR plus 1.82%. The preferred securities have a stated maturity of thirty years. Trust IV’s obligations under the preferred securities issued are fully and unconditionally guaranteed by the Company. The proceeds from the sale of the preferred securities and the common securities were utilized by Trust IV to invest in $36.1 million of fixed/variable rate subordinated debt of the Company. The subordinated debt is unsecured and ranks subordinate and junior in right of payment to all indebtedness, liabilities and obligations of the Company. The subordinated debt primarily represents the sole assets of Trust IV. Interest on the preferred securities is cumulative and payable quarterly in arrears. The Company has the right to optionally redeem the subordinated debt prior to the maturity date of February 10, 2035, on or after February 10, 2011, at the redemption price, which is equal to the liquidation amount, plus accrued and unpaid distributions, if any, at the redemption date. Under the occurrence of certain events, specifically, a tax event, investment company event or capital treatment event as more fully defined in the Indenture dated February 10, 2005, the Company may redeem in whole, but not in part, the subordinated debt at any time within 90 days

30

following the occurrence of such event. Proceeds from any redemption of the subordinated debt would cause a mandatory redemption of the preferred securities and the common securities having an aggregate liquidation amount equal to the principal amount of the subordinated debt redeemed. The Company did not have any deferred debt issuance costs associated with the preferred securities.

6. Net Income Per Share

The following table summarizes the Company’s net income per share:

(Amounts, except earnings per share, in thousands)

	Three Months		Three Months
	Ended		Ended
	September 30, 2013		September 30, 2012
Net income	$	3,971	$	3,934
Weighted-average common shares outstanding		17,410		17,235
Basic earnings per share	$	0.23	$	0.23
Weighted-average common shares outstanding	$	17,410	$	17,235
Common stock equivalents due to effect of stock options		193		154
Total weighted-average common shares and equivalents		17,603		17,389
Diluted earnings per share	$	0.23	$	0.22
	Nine Months		Nine Months
	Ended		Ended
	September 30, 2013		September 30, 2012
Net income	$	11,561	$	11,400
Weighted-average common shares outstanding		17,359		17,195
Basic earnings per share	$	0.67	$	0.66
Weighted-average common shares outstanding	$	17,359	$	17,195
Common stock equivalents due to effect of stock options		171		155
Total weighted-average common shares and equivalents		17,530		17,350
Diluted earnings per share	$	0.66	$	0.66

The shares controlled by the Company’s Employee Stock Ownership Plan (ESOP) of 296,095 and 395,587 at September 30, 2013 and September 30, 2012, respectively, are not considered in the weighted average shares outstanding until the shares are committed for allocation to an employee’s individual account.

Options to purchase 64,821 shares at $10.35 per diluted share expiring November 2020, 77,872 shares at $11.00 per diluted share expiring November 2021 and 189,699 shares at $10.50 per diluted share expiring November 2022 were outstanding as of September 30, 2013, but were not included in the computation of diluted earnings per share because the options’ exercise price combined with its fair value was greater than the average market price of the common shares.

Options to purchase 85,919 shares at $10.35 per diluted share expiring November 2020 and 91,948 shares at $11.00 per diluted share expiring November 2021, were outstanding as of September 30, 2012, but were not included in the computation of diluted earnings per share because the options’ exercise price combined with its fair value was greater than the average market price of the common shares.

31

7. Comprehensive Income

The Company has developed the following table to present the components of accumulated OCI, at September 30, 2013:

(Dollar amounts in thousands)

	Three Months Ended			Nine Months Ended
	September 30, 2013			September 30, 2013
	Amount			Amount			in the Statement where net
Details about AOCI Components	Reclassifed from AOCI			Reclassifed from AOCI			income is presented
Available-for-sale securities
Realized gain on sale of securities	$	(58	)	$	(525	)	Net realized gain on securities available for sale
		20			178		Provision for income tax expense
		(38	)		(347	)	Net of tax
Defined benefit pension plan items
Amortization of prior service costs		26			78		See Note 1 below
Amortization of actuarial gains/(losses)		10			30		See Note 1 below
		36			108		Total before tax
		(12	)		(37	)	Provision for income tax expense
		24			71		Net of tax
Total reclassifications	$	(14	)	$	(276	)	Net of tax

Note 1: These items are included in the compensation and employee benefits. See Note 8, Retirement Plans, for additional information.

(Dollar amounts in thousands)

	Gains/(losses) on			Unrealized gains/(losses) on			Defined benefit pension
	Cash Flow Hedges			available-for-sale securities			plan items			Total
Beginning balance	$	(3,733	)	$	29,464		$	(628	)	$	25,103
Other comprehensive income/(loss) before reclassification		922			(17,057	)		—			(16,135	)
Amounts reclassified from AOCI		—			(347	)		71			(276	)
Net current period OCI		922			(17,404	)		71			(16,411	)
Ending Balance	$	(2,811	)	$	12,060		$	(557	)	$	8,692

(Dollar amounts in thousands)	12/31/2012
Net unrealized gain on securities available for sale	$	29,464
Accumulated loss on effective cash flow hedging derivatives		(3,733	)
Net unrecognized pension cost		(628	)
Total	$	25,103

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8. Retirement Plans

Supplemental Executive Retirement Plan and Directors’ Retirement Plan

The Company maintains a Supplemental Executive Benefit Plan (SERP) in order to provide supplemental retirement and death benefits for certain key employees of the Company. Under the SERP, participants shall receive an annual retirement benefit following retirement at age 65 equal to 25% of the participant’s final average pay multiplied by a ratio, ranging from 1.25% to 25.0%, based on the participant’s total years of service. Final average pay is based upon the participant’s last three year’s compensation. The maximum ratio of 25% requires twenty or more years of credited service and the minimum ratio of 1.25% requires one year of credited service. Benefits under the plan are payable in either a lump sum or ten equal annual payments and a lesser benefit is payable upon early retirement at age 50 with at least twelve years of service. If a participant dies prior to retirement, the participant’s estate will receive a lump sum payment equal to the net present value of future benefit payments under the plan. At September 30, 2013, the participants in the plan had credited service under the SERP ranging from 22 to 34 years.

The Company and the Bank maintain the ESB Financial Corporation Directors’ Retirement Plan and have entered into director retirement agreements with each director of the Company and the Bank. The plan provides that any retiring director with a minimum of five or more years of service with the Company or the Bank and a minimum of 10 total years of service, including years of service with any bank acquired by the Company or the Bank, that remains in continuous service as a board member until age 75 will be entitled to receive an annual retirement benefit equal to his or her director’s fees earned during the last full calendar year prior to his or her retirement date, multiplied by a ratio, ranging from 25% to 80%, based on the director’s total years of service. The maximum ratio of 80% of fees requires 20 or more years of service and the minimum ratio of 25% of fees requires 10 years of service. Retirement benefits may also be payable under the plan if a director retires from service as a director prior to attaining age 75. Three directors are currently receiving monthly benefits under the plan.

The following table illustrates the components of the net periodic pension cost for the SERP and Directors Retirement Plan as of September 30, 2013 and 2012:

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(Dollar amounts in thousands)

	SERP				SERP
	Three Months		Three Months		Nine Months		Nine Months
	Ended		Ended		Ended		Ended
	September 30, 2013		September 30, 2012		September 30, 2013		September 30, 2012
Components of net periodic pension cost
Service cost	$	25	$	20	$	75	$	60
Interest cost		28		31		84		93
Amortization of unrecognized gains and losses		26		20		78		60
Amortization of prior service cost		10		10		30		30
Net periodic pension cost	$	89	$	81	$	267	$	243

(Dollar amounts in thousands)

	Directors’ Retirement Plan				Directors’ Retirement Plan
	Three Months		Three Months		Nine Months		Nine Months
	Ended		Ended		Ended		Ended
	September 30, 2013		September 30, 2012		September 30, 2013		September 30, 2012
Components of net periodic pension cost
Service cost	$	1	$	1	$	3	$	3
Interest cost		7		9		21		27
Amortization of prior service cost		—		22		—		67
Net periodic pension cost	$	8	$	32	$	24	$	97

9. Fair Value

Fair value is defined by GAAP as the amount that an asset could be bought or sold, or a liability incurred or settled, between willing parties, other than during a liquidation. GAAP established a fair value hierarchy that prioritizes the use of inputs in valuation methodologies into the following three levels:

Level I: Inputs to the valuation methodology are quoted prices, unadjusted, for identical assets or liabilities in active markets, as of the reported date. A quoted price in an active market provides the most reliable evidence of fair value and shall be used to measure fair value whenever available. A contractually binding sales price also provides reliable evidence of fair value.

Level II: Inputs to the valuation methodology include quoted prices for similar assets or liabilities in active markets: inputs to the valuation methodology include quoted prices for identical or similar assets or liabilities in markets that are not active; or inputs to the valuation methodology that utilize the model-based techniques for which all significant assumptions are observable in the market.

Level III: Inputs to the valuation methodology are unobservable and significant to the fair value measurement; inputs to the valuation methodology that utilize a model-based techniques for which significant assumptions are not observable in the market; or inputs to the valuation methodology that requires significant management judgment or estimation, some of which may be internally developed.

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Assets and Liabilities Measured at Fair Value on a Recurring Basis

Investment Securities Available-for-Sale

Management classifies the Company’s equity securities as Level 1 measurements since quoted market prices were available, unadjusted, for identical securities in active markets. Declines in the fair value of individual equity securities that are deemed to be other than temporary, will be written down to current market value and included in earnings as realized losses. Level 2 investment securities were primarily comprised of debt securities issued by states and municipalities and corporations as well as mortgage-backed securities issued by government agencies. On a monthly basis, the fair values for securities available for sale are determined by obtaining quoted prices on nationally recognized securities exchanges or matrix pricing, which is a mathematical technique widely used in the industry to value debt securities without relying exclusively on quoted prices for the specific securities but rather by relying on the securities’ relationship to other benchmark quoted securities. Due to recent uncertainties in the credit markets broadly, and the lack of both trading and new issuance of floating rate trust preferred securities, market price indications generally reflect the lack of liquidity in these markets, therefore the Company classifies these securities as Level III. Due to this lack of practical quoted prices, fair value for floating rate trust preferred securities has been determined using a discounted cash-flow technique. Cash flows are estimated based upon the contractual terms of each instrument. Market rates have been calculated based upon the five year historical discount margin for these instruments from August 2002 through August 2007, when the market was more liquid. These market rates were then adjusted for credit spreads and liquidity risk given the current markets. Credit spreads are based upon the Moody’s rating for each bond and range from 45 to 75 basis points. Liquidity risk adjustments ranged from 20 to 55 basis points where the securities of the 15 largest banks in the United States are assigned 20 to 40 basis points and banks outside of the top 15 were given a higher liquidity risk adjustment. Approximately $18.1 million or 49.30% of the $36.8 million in floating rate trust preferred securities represent investments in three of the four largest banks in the United States.

Derivative Financial Instruments

Derivative financial instruments recorded at fair value on a recurring basis are comprised of interest rate caps and interest rate swap agreements. The Company classifies these instruments as Level II. The Company determines the fair value of the interest rate caps quarterly by using quoted prices from two brokers. The maximum market indication used is the highest price obtained from the brokers, unless this price is Level III as indicated by the broker. If so this price is excluded and the highest Level II is used. The Company utilizes a third-party pricing service to measure its interest rate swap contracts. This service provides pricing information by utilizing evaluated pricing models, supported with market data information. Cash flows are projected for each payment date using the index forward curve. These swap cash flows are then discounted to time zero using LIBOR zero-coupon interest rates, the accepted cost of funds for a financial institution. The implicit assumption is that the risk associated with the cash flows on the derivative is the same as the risk associated with a loan in the interbank market. The present value of the fixed portion is then added to the present value of the floating portion. The sum of both is the fair market value of the interest rate swap.

The following tables present the assets and liabilities reported on the consolidated statements of financial condition at their fair value on a recurring basis as of September 30, 2013 and December 31, 2012 by level within the fair value hierarchy. As required by GAAP, financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement.

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	As of September 30, 2013
(Dollar amounts in thousands)	Quoted Prices in Active Markets for Identical Assets or Liabilities (Level I)		Significant Other Observable Inputs (Level II)		Significant Unobservable Inputs (Level III)		Total
Assets:
Securities available for sale
Trust preferred securities	$	—	$	1,720	$	36,768	$	38,488
Municipal securities		—		179,437		—		179,437
Equity securities		1,729		—		—		1,729
Corporate bonds		—		214,720		—		214,720
Mortgage backed securities
U.S. sponsored entities		—		631,071		—		631,071
Private label		—		1,956		—		1,956
Subtotal mortgage-backed securities		—		633,027		—		633,027
Total securities available for sale	$	1,729	$	1,028,904	$	36,768	$	1,067,401
Other Assets
Interest rate caps	$	—	$	638	$	—	$	638
Total other assets	$	—	$	638	$	—	$	638
Liabilities
Other Liabilities
Interest rate swaps	$	—	$	4,258	$	—	$	4,258
Total other liabilities	$	—	$	4,258	$	—	$	4,258

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	As of December 31, 2012
(Dollar amounts in thousands)	Quoted Prices in Active Markets for Identical Assets or Liabilities (Level I)		Significant Other Observable Inputs (Level II)		Significant Unobservable Inputs (Level III)		Total
Assets:
Securities available for sale
Trust preferred securities	$	—	$	1,848	$	36,179	$	38,027
Municipal securities		—		190,887		—		190,887
Equity securities		1,818		—		—		1,818
Corporate bonds		—		225,795		—		225,795
Mortgage backed securities
U.S. sponsored entities		—		649,933		—		649,933
Private label		—		4,316		—		4,316
Subtotal mortgage-backed securities		—		654,249		—		654,249
Total securities available for sale	$	1,818	$	1,072,779	$	36,179	$	1,110,776
Other Assets
Interest rate caps	$	—	$	90	$	—	$	90
Total other assets	$	—	$	90	$	—	$	90
Liabilities:
Other Liabilties
Interest rate swaps	$	—	$	5,743	$	—	$	5,743
Total other liabilities	$	—	$	5,743	$	—	$	5,743

There were no transfers between Level I and Level II assets measured at fair value. The following table presents the changes in the Level III assets measured at fair value on a recurring basis for the three and nine month periods ended September 30, 2013 and 2012, respectively:

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Fair value measurements using significant unobservable inputs (Level III).

(Dollar amounts in thousands)

	Securities available for sale					Securities available for sale
	Three months ended					Nine months ended
	September 30,					September 30,
	2013			2012		2013		2012
Beginning balance January 1,	$	36,934		$	35,604	$	36,179	$	35,789
Total net realized/unrealized gains (losses)
Included in earnings:
Interest income on securities		3			4		10		11
Net realized loss on securities available for sale		—			—		—		(5	)
Included in other comprehensive income		(169	)		214		579		27
Transfers in and/or out of Level III		—			—		—		—
Purchases, issuances and settlements
Purchases		—			—		—		—
Issuances		—			—		—		—
Sales		—			—		—		—
Settlements		—			—		—		—
Ending balance, September 30,	$	36,768		$	35,822	$	36,768	$	35,822

The following table summarizes changes in unrealized gains and losses recorded in earnings for the three and nine month period ended September 30, 2013 and 2012 for Level III assets and liabilities that are still held at September 30, 2013 and 2012.

(Dollar amounts in thousands)

	Securities available for sale				Securities available for sale
	Three months ended				Nine months ended
	September 30,				September 30,
	2013		2012		2013		2012
Interest income on securities	$	3	$	4	$	10	$	11
Net realized loss on securities available for sale		—		—		—		(5	)
Total	$	3	$	4	$	10	$	6

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For Level III assets measured at fair value on a recurring or non-recurring basis as of September 30, 2013, the significant observable inputs used in the fair value measurements were as follows:

(Dollar amounts in thousands)

	Fair Value at September 30, 2013		Fair Value at December 31, 2012		Valuation Technique	Significant Unobservable Inputs	Range ( Weighted Average)
Trust Preferred Securities	$	36,768	$	36,179	Discounted Cash Flow	Credit Spreads	45-75 (62.5) basis points
						Liquidity Risk Adjustments	20-55 (36) basis points
						Default Rates	.6% -1%
Impaired Loans		16,177		14,740	Discounted Cash Flow	Remaining term	0 yrs to 27.2 yrs (24 yrs)
						Discount Rate	3.625%-16.3% (6.42%)
					Appraisal of collateral	Appraisal adj and liquidation exp	2,000-500,000
Real estate acquired through foreclosure		1,977		2,441	Appraisal of collateral (1)	N/A	N/A
Servicing assets		8		14	Discounted Cash Flow	Remaining term	.2 yrs to 18 yrs (12 yrs)
						Discount Rate	11.25%-12.25% (11.51%)

(1) Fair value is generally determined through independent appraisals of the underlying collateral, which generally includes various level III inputs which are not identifiable. Appraisals may be adjusted by management for qualitative factors such as economic conditions and estimated liquidation expenses.

The significant unobservable inputs in the fair value measurement of the Company’s trust preferred securities are the credit spreads, liquidity risk adjustments and default rates as described above under Investment Securities Available for Sale. Significant increases (decreases) in any of those inputs in isolation could result in a significantly lower (higher) fair value measurement.

Assets and Liabilities Measured at Fair Value on a Nonrecurring Basis

The Company may be required periodically to measure certain assets and liabilities at fair value on a nonrecurring basis in accordance with GAAP. These adjustments to fair value usually result from the application of lower-of-cost-or-fair value accounting or impairment write-downs of individual assets. During the three month period ended September 30, 2013 and 2012, the Company incurred write-downs on its REO properties of $6,000 and $7,000, respectively. During the nine month periods ended September 30, 2013 and 2012, the Company incurred write-downs on its REO properties of $56,000 and $368,000, respectively. There were no adjustments to the fair value for the Company’s remaining assets and liabilities measured at fair value on a nonrecurring basis in accordance with GAAP during the respective periods.

10. Financial Instruments

In the ordinary course of business, the Company has entered into off-balance sheet financial instruments, consisting of commitments to extend credit, commitments under line of credit lending arrangements and letters of credit. Such financial instruments are recorded in the financial statements when they are funded or related fees are received.

The following methods and assumptions were used in estimating fair values of financial instruments.

Cash and cash equivalents – The carrying amounts of cash equivalents approximate their fair values.

Securities – With the exception of floating rate trust preferred securities ( the valuation of the trust preferred securities is discussed in footnote 9, Fair Value), fair values for securities available for sale are determined by obtaining quoted prices on nationally recognized securities exchanges or matrix pricing, which is a mathematical technique which is widely used in the industry to value debt securities without relying exclusively on quoted prices for the specific securities but rather by relying on the securities’ relationship to other benchmark quoted securities.

39

Securities receivable- The carrying amount of securities receivable approximates their fair values.

Loans receivable and held for sale – Fair values for loans are estimated using discounted cash flow analyses, using interest rates currently being offered for loans with similar terms to borrowers of similar credit quality. Fair values of impaired loans are estimated using discounted cash flow analyses or underlying collateral values, where applicable. The carrying amounts of loans held for sale approximate their fair values.

Accrued interest receivable and payable – The carrying amounts of accrued interest approximate their fair values.

FHLB stock – FHLB stock is restricted from trading purposes and thus, the carrying value approximates its fair value.

Bank owned life insurance (BOLI) – The fair value of BOLI at September 30, 2013 and December 31, 2012 approximated the cash surrender value of the policies at those dates.

Interest rate cap and interest rate swap contracts – Fair values of interest rate cap and interest rate swap contracts are based on dealer quotes.

Deposits – The fair values disclosed for demand deposits are, by definition, equal to the amount payable on demand at the reporting date. Fair values for certificates of deposit are estimated using a discounted cash flow calculation that applies current market interest rates to a schedule of aggregated expected monthly maturities.

Borrowed funds and junior subordinated notes – For variable rate borrowings, fair values are based on carrying values. For fixed rate borrowings, fair values are based on the discounted value of contractual cash flows and on the Company’s current incremental borrowing rates for similar types of borrowing arrangements. Fair values of structured borrowings are based on dealer quotes.

Advance payments by borrowers for taxes and insurance- The fair value of the advance payments by borrowers for taxes and insurance approximated the carrying value of those commitments at those dates.

40

The following tables set forth the carrying amount and fair value of the Company’s financial instruments included in the consolidated statement of financial condition as of September 30, 2013 and December 31, 2012:

September 30, 2013

(Dollar amounts in thousands)	Carrying amount		Quoted Prices in Active Markets for Identical Assets or Liabilities (Level I)		Significant Other Observable Inputs (Level II)		Significant Unobservable Inputs (Level III)		Total Fair Value
Financial Assets:
Cash and Cash Equivalents	$	19,839	$	19,839	$	—	$	—	$	19,839
Securities		1,067,401		1,729		1,028,904		36,768		1,067,401
Securities Receivable		1,319		1,319		—		—		1,319
Loans receivable and held for sale		683,704		—		—		699,504		699,504
Accrued Interest Receivable		7,582		7,582		—		—		7,582
FHLB Stock		13,655		13,655		—		—		13,655
Bank owned life insurance		30,460		30,460		—		—		30,460
Interest rate cap contracts		638		—		638		—		638
Financial Liabilities:
Deposits		1,232,434		593,365		—		646,249		1,239,614
Borrowed funds		422,270		—		173,535		264,947		438,482
Junior subordinated notes		36,083		—		24,176		—		24,176
Advance payments by borrowers for taxes and insurance		1,503		1,503		—		—		1,503
Accrued interest payable		2,654		2,654		—		—		2,654
Interest rate swap contracts		4,258		—		4,258		—		4,258

41

December 31, 2012

(Dollar amounts in thousands)	Carrying amount		Quoted Prices in Active Markets for Identical Assets or Liabilities (Level I)		Significant Other Observable Inputs (Level II)		Significant Unobservable Inputs (Level III)		Total Fair Value
Financial Assets:
Cash and Cash Equivalents	$	15,064	$	15,064	$	—	$	—	$	15,064
Securities		1,110,776		1,818		1,072,779		36,179		1,110,776
Securities Receivable		1,277		1,277		—		—		1,277
Loans receivable and held for sale		672,086		—		—		702,206		702,206
Accrued Interest Receivable		8,068		8,068		—		—		8,068
FHLB Stock		15,077		15,077		—		—		15,077
Bank owned life insurance		30,025		30,025		—		—		30,025
Interest rate cap contracts		90		—		90		—		90
Financial Liabilities:
Deposits		1,178,057		546,298		—		641,430		1,187,728
Borrowed funds		484,556		—		260,333		249,550		509,883
Junior subordinated notes		46,393		—		25,001		—		25,001
Advance payments by borrowers for taxes and insurance		2,619		2,619		—		—		2,619
Accrued interest payable		1,344		1,344		—		—		1,344
Interest rate swap contracts		5,743		—		5,743		—		5,743

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Item 2. Management’s Discussion and Analysis of Results of Operations and Financial Condition

The following discussion and analysis provides further detail to the financial condition and results of operations of the Company. The section should be read in conjunction with the notes and financial statements presented elsewhere in this report.

The Company’s critical accounting policies involving the significant judgments and assumptions used in the preparation of the Consolidated Financial Statements as of September 30, 2013 have remained unchanged from the disclosures presented in the Company’s Annual Report on Form 10-K for the year ended December 31, 2012 under the section “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

Forward-looking statements in this report relating to the Company’s plans, strategies, objectives, expectations, intentions and adequacy of resources, are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. The information contained in this report should be read in conjunction with ESB’s most recent annual report filed with the Securities and Exchange Commission on Form 10-K for the year ended December 31, 2012, which is available at the SEC’s website, www.sec.gov, or at ESB’s website, www.esbbank.com. Investors are cautioned that forward-looking statements, which are not historical fact, involve risks and uncertainties that could cause actual results to differ materially from those contemplated by such statements, including without limitation, the effect of changing regional and national economic conditions; changes in interest rates, spreads on earning assets and interest-bearing liabilities, and associated interest rate sensitivity; sources of liquidity available to the parent company and its related subsidiary operations; potential future credit losses and the credit risk of commercial, real estate, and consumer loan customers and their borrowing activities; actions of the Federal Reserve Board, Federal Deposit Insurance Corporation, the Securities and Exchange Commission, and other regulatory bodies; potential legislative and federal and state regulatory actions and reform; competitive conditions in the financial services industry; rapidly changing technology affecting financial services, and/or other external developments materially impacting the Company’s operational and financial performance. The Company does not assume any duty to update forward-looking statements.

OVERVIEW

ESB Financial Corporation is a Pennsylvania Corporation and thrift holding company that provides a wide array of retail and commercial financial products and services to customers in Western Pennsylvania through its wholly-owned subsidiary ESB Bank. ESB Bank currently operates 23 branches.

During the three months ended September 30, 2013, the Company reported net income of $4.0 million, an increase of approximately $37,000, or 0.9%, over the same period in the prior year. This increase was primarily the result of an increase in net interest income of $57,000 and decreases in provision for loan losses and provision for income taxes of $275,000 and $30,000, respectively, partially offset by a decrease in noninterest income of $20,000, as well as increases in noninterest expense and net income attributable to noncontrolling interest of $252,000 and $53,000, respectively.

During the nine months ended September 30, 2013, the Company reported net income of $11.6 million, an increase of approximately $161,000, or 1.4%, over the same period in the prior year. This increase was primarily the result of an increase in noninterest income of $528,000, as well as decreases in provision for loan losses, noninterest expense and net income attributable to noncontrolling interest of $550,000, $295,000 and $65,000, respectively. These increases to income were partially offset by a decrease in net interest income of $1.2 million and an increase in provision for income taxes of $93,000. The decrease in net interest income for the period ended September 30, 2013 was primarily the result of a decrease in interest income of $6.9 million, partially offset by a decrease in interest expense of $5.7 million.

43

The Company is continuing efforts to improve the net interest margin by employing strategies to decrease the cost of funds, while attempting to increase the yield from the investment portfolio. The Company employs a strategy of purchasing cash-flowing fixed and variable rate mortgage-backed securities funded by wholesale borrowings, which are comprised of FHLB advances and repurchase agreements. This is referred to as the Company’s wholesale strategy. As part of the wholesale strategy, the Company uses a laddered maturity schedule of two to five years on the wholesale borrowings. As part of its ongoing interest rate risk strategy, the Company purchased structured repurchase agreements (repo’s) with imbedded interest rate caps. These interest rate caps will aid in insulating the Company’s net interest margin against a rapid rise in interest rates which can cause significant pressure to the Company’s interest rate margin.

During the nine months ended September 30, 2013, the Company had approximately $161.3 million of maturing wholesale borrowings at a weighted average rate of 3.31% and an original call/maturity of 4.5 years. The borrowings that matured were partially replaced with wholesale borrowings of approximately $86.8 million at a weighted average rate of 0.99% and an original call/maturity of 3.3 years and the deposit growth of approximately $54.4 million during the period.

The wholesale strategy operates with a lower cost of operations, although with lower interest rate spreads and therefore at a lower margin than the retail operations of the Company. The Company has utilized this strategy for several years. The Company manages this strategy through its interest rate risk management on a macro level. This strategy historically produces wider margins during periods of lower short-term interest rates, reflected in a steep yield curve and can be susceptible to net interest margin strain in both rapidly rising rates and rapidly declining rates as well as a sustained inverted yield curve.

Management continues to pursue methods of insulating this wholesale strategy from significant fluctuations in interest rates by: (1) incorporating a laddered maturity schedule of up to five years on the wholesale borrowings; (2) the purchase of off-balance sheet interest rate caps and interest rate caps imbedded in structured borrowing’s, which help to insulate the Company’s interest rate risk position from increases in interest rates; (3) providing structure in the investment portfolio in the form of corporate bonds and municipals securities; (4) utilizing cash flows from fixed and adjustable rate mortgage-backed securities; and (5) the placing of the Company’s securities in the available for sale portfolio thereby creating the flexibility to change the composition of the portfolio through restructuring as management deems it necessary due to interest rate fluctuations. Management believes that this insulation affords them the ability to react to measured changes in interest rates and restructure the Company’s statement of financial condition accordingly. This strategy is continually evaluated by management on an ongoing basis.

RESULTS OF OPERATIONS

Earnings Summary. The Company recorded net income of $4.0 million for the three months ended September 30, 2013 as compared to $3.9 million for the same period in the prior year. The $37,000, or 0.9%, increase in net income for the quarter ended September 30, 2013 as compared to the same period in the prior year was primarily the result of an increase in net interest income of $57,000 as well as decreases in provision for loan losses and provision for income taxes of $275,000 and $30,000 respectively, partially offset by a decline in noninterest income of $20,000 and increases in noninterest expense and income attributable to the non-controlling interest of $252,000 and $53,000, respectively.

The Company recorded net income of $11.6 million for the nine months ended September 30, 2013 as compared to $11.4 million for the same period in the prior year. The $161,000, or 1.4%, increase in net income for the nine months ended September 30, 2013 as compared to the same period in the prior year was primarily the result of an increase in noninterest income of $528,000 as well as decreases in provision for loan losses, noninterest expense and net income attributable to the non-controlling interest of $550,000, $295,000 and $65,000, respectively, partially offset by a decrease in net interest income of $1.2 million and an increase in provision for income taxes of $93,000.

44

Net interest income. Net interest income, the primary source of revenue for the Company, is determined by the Company’s interest rate spread, which is defined as the difference between income on earning assets and the cost of funds supporting those assets, and the relative amounts of interest earning assets and interest bearing liabilities. Management periodically adjusts the mix of assets and liabilities, as well as the rates earned or paid on those assets and liabilities in order to manage and improve net interest income. The level of interest rates and changes in the amount and composition of interest earning assets and liabilities affect the Company’s net interest income. Historically from an interest rate risk perspective, it has been management’s perception that differing interest rate environments, these being extended low long-term interest rates, rapidly rising short-term interest rates as well as a sustained inverted yield curve, can cause sensitivity to the Company’s net interest income.

Net interest income increased $57,000, or 0.5%, to $10.8 million for the three months ended September 30, 2013. This increase in net interest income was the result of a decrease in interest expense of $1.92 million, offset by a decrease in interest income of $1.86 million.

Net interest income decreased $1.2 million, or 3.6%, to $31.6 million for the nine months ended September 30, 2013, compared to $32.8 million for the same period in the prior year. This decrease in net interest income was the result of a decrease in interest income of $6.9 million, partially offset by a decrease in interest expense of $5.7 million.

Interest income. Interest income decreased $1.9 million, or 10.4%, for the three months ended September 30, 2013, compared to the same period in the prior year. This decrease can primarily be attributed to decreases to interest earned on loans receivable and securities available for sale of $369,000 and $1.5 million, respectively.

Interest earned on loans receivable decreased $369,000, or 4.4%, for the three months ended September 30, 2013, compared to the same period in the prior year. This decrease was primarily attributable to a decrease in the yield on the portfolio of 34 basis points to 4.69% for the three months ended September 30, 2013, compared to 5.03% for the same period in the prior year, partially offset by an increase in the average balance of loans outstanding of $16.7 million, or 2.5%, to $692.2 million for the three months ended September 30, 2013, compared to $675.5 million for the same period in the prior year.

Interest earned on securities decreased $1.6 million, or 16.2% for the three months ended September 30, 2013, compared to the same period in the prior year. This decrease was primarily the result of a 40 basis point decrease in the tax equivalent yield on securities to 3.40% for the three months ended September 30, 2013 from 3.80% for the three months ended September 30, 2012, as well as a decrease in the average balance of the securities portfolio of $52.2 million, or 4.8%, to $1.0 billion at September 30, 2013.

Interest income decreased $6.9 million, or 12.4%, for the nine months ended September 30, 2013, compared to the same period in the prior year. This decrease can primarily be attributed to decreases in interest earned on loans receivable and securities available for sale of $1.0 million and $5.9 million, respectively.

Interest earned on loans receivable decreased $1.0 million, or 4.0%, for the nine months ended September 30, 2013, compared to the same period in the prior year. This decrease was primarily attributable to a decrease in the yield on the portfolio of 34 basis points to 4.75% for the nine months ended September 30, 2013, compared to 5.09% for the same period in the prior year, partially offset by an increase in the average balance of loans outstanding of $20.0 million, or 3.0%, to $688.7 million for the nine months ended September 30, 2013, compared to $668.6 million for the same period in the prior year.

Interest earned on securities decreased $5.9 million, or 19.5%, for the nine months ended September 30, 2013, compared to the same period in the prior year. This decrease was primarily the result of a 57 basis point decrease in the tax equivalent yield on securities to 3.43% for the nine months ended September 30, 2013 from 4.00% for the nine months ended September 30, 2012, as well as a decrease in the average balance of the securities portfolio of $49.0 million, or 4.5%, to $1.0 billion at September 30, 2013.

45

Interest expense. Interest expense decreased $1.9 million, or 26.8%, for the three months ended September 30, 2013, compared to the same period in the prior year. This decrease in interest expense can be attributed to decreases in interest incurred on deposits and borrowed funds of $425,000 and $1.4 million, respectively.

Interest incurred on deposits decreased $425,000, or 19.1%, for the three months ended September 30, 2013, compared to the same period in the prior year. This decrease was due to a decrease in the cost of interest-bearing deposits of 17 basis points to 0.64% from 0.81% for the quarters ended September 30, 2013 and 2012, respectively, partially offset by an increase in the average balance of interest-bearing deposits of $12.5 million, or 1.1% to $1.1 billion for the three months ended September 30, 2013. The Company manages its cost of interest bearing deposits by diligently monitoring the interest rates on its products as well as the rates being offered by its competition through weekly interest rate committee meetings and utilizing rate surveys and hence subsequently adjusting rates accordingly.

Interest incurred on borrowed funds decreased $1.4 million, or 32.6%, for the three months ended September 30, 2013 compared to the same period in the prior year. This decrease was primarily attributable to a decrease in the average balance of borrowed funds of $78.9 million, or 15.7%, to $423.1 million for the three months ended September 30, 2013, as well as a decrease in the cost of these funds to 2.73% for the quarter ended September 30, 2013 as compared to 3.43%, for the quarter ended September 30, 2012.

Interest expense decreased $5.7 million, or 25.2%, for the nine months ended September 30, 2013, compared to the same period in the prior year. This decrease in interest expense can be attributed to decreases in interest incurred on deposits and borrowed funds of $1.6 million and $3.9 million, respectively.

Interest incurred on deposits decreased $1.6 million, or 21.8%, for the nine months ended September 30, 2013, compared to the same period in the prior year. This decrease was due to a decrease in the cost of interest-bearing deposits of 19 basis points to 0.69% from 0.88% for the nine month periods ended September 30, 2013 and 2012, respectively, partially offset by an increase in the average balance of interest-bearing deposits of $2.8 million, or 0.3% to $1.1 billion for the nine months ended September 30, 2013. The Company manages its cost of interest bearing deposits by diligently monitoring the interest rates on its products as well as the rates being offered by its competition through weekly interest rate committee meetings and utilizing rate surveys and hence subsequently adjusting rates accordingly.

Interest incurred on borrowed funds decreased $3.9 million, or 28.8%, for the nine months ended September 30, 2013 compared to the same period in the prior year. This decrease was primarily attributable to a decrease in the average balance of borrowed funds of $84.5 million, or 16.1%, as well as a decrease of 52 basis points in the cost of these funds to 2.93% for the nine months ended September 30, 2013 as compared to 3.45%, for the nine months ended September 30, 2012.

In addition to its wholesale strategy, the Company manages its cost of borrowings through the use of debt associated with the issuance of trust preferred securities. During the quarter ended September 30, 2013, the interest incurred on these borrowings decreased by $89,000, or 14.4%, compared to the quarter ended September 30, 2012 due to a decrease in the average balance of these funds of $10.3 million, or 22.2%, as a result of redemptions in the first quarter of 2013, partially offset by an increase in the cost of these funds to 5.81% from 5.29% for the same period in the prior year. During the nine months ended September 30, 2013, the interest incurred on these borrowings decreased by $233,000, or 12.7%, compared to the nine months ended September 30, 2012 due to a decrease in the average balance of these funds of $8.6 million, or 18.5%, partially offset by an increase in the cost of these funds to 5.68% from 5.30% for the same period in the prior year.

46

Average Balance Sheet and Yield/Rate Analysis. The following tables set forth, for the periods indicated, information concerning the total dollar amounts of interest income from interest-earning assets and the resultant average yields, the total dollar amounts of interest expense on interest-bearing liabilities and the resultant average costs, net interest income, interest rate spread and the net interest margin earned on average interest-earning assets. For purposes of these tables, average balances are calculated using monthly averages and the average loan balances include non-accrual loans and exclude the allowance for loan losses, and interest income includes accretion of net deferred loan fees. Yields on tax-exempt securities (tax-exempt for federal income tax purposes) are shown on a fully tax equivalent basis utilizing a federal tax rate of 34%. Yields and rates have been calculated on an annualized basis utilizing monthly interest amounts.

47

(Dollar amounts in thousands)	Three months ended September 30,
	2013							2012
	Average				Yield/			Average				Yield/
	Balance		Interest		Rate			Balance		Interest		Rate
Interest-earning assets:
Taxable securities available for sale	$	639,262		4,807		3.01	%	$	696,108		6,032		3.47	%
Taxable corporate bonds available for sale		255,606		1,610		2.52	%		251,833		1,914		3.00	%
Tax-exempt securities available for sale		149,132		1,626		6.61	%(1)		148,275		1,654		6.76	%(1)
		1,044,000		8,043		3.40	%(1)		1,096,216		9,600		3.80	%(1)
Mortgage loans		499,294		5,825		4.67	%		488,729		6,118		5.01	%
Other loans		156,290		1,819		4.62	%		150,400		1,888		4.99	%
Tax-exempt loans		36,585		321		5.27	%(1)		36,350		328		5.45	%(1)
		692,169		7,965		4.69	%(1)		675,479		8,334		5.03	%(1)
Cash equivalents		12,766		2		0.06	%		19,183		5		0.10	%
FHLB stock		15,472		68		1.74	%		17,654		4		0.11	%
		28,238		70		0.98	%		36,837		9		0.11	%
Total interest-earning assets		1,764,407		16,078		3.87	%(1)		1,808,532		17,943		4.19	%(1)
Other noninterest-earning assets		130,108		—		—			165,319		—		—
Total assets	$	1,894,515		16,078		3.60	%(1)	$	1,973,851		17,943		3.84	%(1)
Interest-bearing liabilities:
Interest-bearing demand deposits		469,186		91		0.08	%		460,833		89		0.08	%
Time deposits		639,129		1,709		1.06	%		635,022		2,136		1.34	%
		1,108,315		1,800		0.64	%		1,095,855		2,225		0.81	%
FHLB advances		252,395		1,352		2.12	%		195,059		1,568		3.20	%
Repurchase Agreements		158,000		1,431		3.59	%		299,667		2,660		3.53	%
Other borrowings		12,672		134		4.20	%		7,250		97		5.27	%
		423,067		2,917		2.73	%		501,976		4,325		3.43	%
Junior subordinated notes- fixed		36,083		529		5.82	%		36,083		528		5.81	%
Junior subordinated notes- adjustable		—		—		—			10,310		90		3.47	%
		36,083		529		5.82	%		46,393		618		5.29	%
Total interest-bearing liabilities		1,567,465		5,246		1.33	%		1,644,224		7,168		1.73	%
Noninterest-bearing demand deposits		122,651		—		—			109,823		—		—
Other noninterest-bearing liabilities		21,622		—		—			26,750		—		—
Total liabilities		1,711,738		5,246		1.22	%		1,780,797		7,168		1.60	%
Stockholders’ equity		182,777		—		—			193,054		—		—
Total liabilities and equity	$	1,894,515		5,246		1.10	%	$	1,973,851		7,168		1.44	%
Net interest income				10,832							10,775
Interest rate spread (difference between weighted average rate on interest-earning assets and interest-bearing liabilities)						2.54	%(1)						2.46	%(1)
Net interest margin (net interest income as a percentage of average interest-earning assets)						2.69	%(1)						2.61	%(1)

48

(Dollar amounts in thousands)	Nine months ended September 30,
	2013							2012
	Average				Yield /			Average				Yield /
	Balance		Interest		Rate			Balance		Interest		Rate
Interest-earning assets:
Taxable securities available for sale	$	634,959		14,459		3.04	%	$	714,365		19,523		3.64	%
Taxable corporate bonds available for sale		261,093		5,025		2.57	%		232,639		5,823		3.31	%
Tax-exempt securities available for sale		149,052		4,930		6.68	%(1)		147,101		4,966		6.82	%(1)
		1,045,104		24,414		3.44	%(1)		1,094,105		30,312		4.00	%(1)
Mortgage loans		494,870		17,598		4.74	%		484,252		18,460		5.08	%
Other loans		155,656		5,437		4.67	%		148,879		5,601		5.03	%
Tax-exempt loans		38,150		975		5.18	%(1)		35,513		956		5.45	%(1)
		688,676		24,010		4.75	%(1)		668,644		25,017		5.09	%(1)
Cash equivalents		10,509		2		0.03	%		35,501		54		0.20	%
FHLB stock		15,348		86		0.75	%		19,243		20		0.14	%
		25,857		88		0.46	%		54,744		74		0.18	%
Total interest-earning assets		1,759,637		48,512		3.91	%(1)		1,817,493		55,403		4.28	%(1)
Other noninterest-earning assets		144,199		—		—			165,526		—		—
Total assets	$	1,903,836		48,512		3.61	%(1)	$	1,983,019		55,403		3.93	%(1)
Interest-bearing liabilities:
Interest-bearing demand deposits		464,116		266		0.08	%		440,171		415		0.13	%
Time deposits		631,512		5,377		1.14	%		652,638		6,798		1.39	%
		1,095,628		5,643		0.69	%		1,092,809		7,213		0.88	%
FHLB advances		242,096		4,300		2.37	%		197,772		4,785		3.23	%
Repurchase Agreements		187,444		5,008		3.57	%		318,833		8,455		3.54	%
Other borrowings		11,274		356		4.22	%		8,722		328		5.01	%
		440,814		9,664		2.93	%		525,327		13,568		3.45	%
Junior subordinated notes- fixed		36,083		1,562		5.79	%		36,083		1,568		5.80	%
Junior subordinated notes- adjustable		1,718		46		3.58	%		10,310		273		3.54	%
		37,801		1,608		5.69	%		46,393		1,841		5.30	%
Total interest-bearing liabilities		1,574,243		16,915		1.44	%		1,664,529		22,622		1.82	%
Noninterest-bearing demand deposits		117,311		—		—			104,634		—		—
Other noninterest-bearing liabilities		22,050		—		—			25,147		—		—
Total liabilities		1,713,604		16,915		1.32	%		1,794,310		22,622		1.68	%
Stockholders’ equity		190,232		—		—			188,709		—		—
Total liabilities and equity	$	1,903,836		16,915		1.19	%	$	1,983,019		22,622		1.52	%
Net interest income				31,597							32,781
Interest rate spread (difference between weighted average rate on interest-earning assets and interest-bearing liabilities)						2.47	%(1)						2.46	%(1)
Net interest margin (net interest income as a percentage of average interest-earning assets)						2.62	%(1)						2.62	%(1)

(1) The yield on earning assets and the net interest margin are presented on a fully taxable-equivalent (FTE) and annualized basis. The FTE basis adjusts for the tax benefit of income on certain tax-exempt investments and tax-exempt loans using the federal statutory rate of 34% for each period presented. ESB believes this measure to be the preferred industry measurement of net interest income and provides relevant comparison between taxable and non-taxable amounts.

49

Analysis of Changes in Net Interest Income. The following tables analyze the changes in interest income and interest expense, for the three and nine month periods ended September 30, 2013, in terms of: (1) changes in volume of interest-earning assets and interest-bearing liabilities and (2) changes in yields and rates. The table reflects the extent to which changes in the Company’s interest income and interest expense are attributable to changes in rate (change in rate multiplied by prior period volume), changes in volume (changes in volume multiplied by prior period rate) and changes attributable to the combined impact of volume/rate (change in rate multiplied by change in volume). The changes attributable to the combined impact of volume/rate are allocated on a consistent basis between the volume and rate variances. Changes in interest income on securities reflects the changes in interest income on a fully tax equivalent basis.

(Dollar amounts in thousands)

	Three months ended, September 30,
	2013 versus 2012
	Increase (decrease) due to
	Volume			Rate			Total
Interest income:
Securities	$	(442	)	$	(1,115	)	$	(1,557	)
Loans		202			(571	)		(369	)
Cash equivalents		(1	)		(2	)		(3	)
FHLB stock		—			64			64
Total interest-earning assets		(241	)		(1,624	)		(1,865	)
Interest expense:
Deposits		25			(450	)		(425	)
FHLB advances		389			(605	)		(216	)
Repurchase agreements		(1,282	)		53			(1,229	)
Other borrowings		61			(24	)		37
Junior subordinated notes		(147	)		58			(89	)
Total interest-bearing liabilities		(954	)		(968	)		(1,922	)
Net interest income	$	713		$	(656	)	$	57

(Dollar amounts in thousands)

	Nine months ended September 30,
	2013 versus 2012
	Increase (decrease) due to
	Volume			Rate			Total
Interest income:
Securities	$	(1,310	)	$	(4,588	)	$	(5,898	)
Loans		734			(1,741	)		(1,007	)
Cash equivalents		(23	)		(29	)		(52	)
FHLB stock		(5	)		71			66
Total interest-earning assets		(604	)		(6,287	)		(6,891	)
Interest expense:
Deposits		19			(1,589	)		(1,570	)
FHLB advances		942			(1,427	)		(485	)
Repurchase agreements		(3,510	)		63			(3,447	)
Other borrowings		86			(58	)		28
Junior subordinated notes		(359	)		126			(233	)
Total interest-bearing liabilities		(2,822	)		(2,885	)		(5,707	)
Net interest income	$	2,218		$	(3,402	)	$	(1,184	)

50

Provision for loan losses. The provision for loan losses decreased $275,000 to $75,000 for the quarter ended September 30, 2013 when compared to the quarter ended September 30, 2012 and decreased $550,000 to $300,000 for the nine months ended September 30, 2013 when compared to the nine months ended September 30, 2012. These provisions were part of the normal operations of the Company for the periods ending September 30, 2013. In determining the appropriate level of allowance for loan losses, management considers historical loss experience, the financial condition of borrowers, economic conditions (particularly as they relate to markets where the Company originates loans), the status of non-performing assets, the estimated underlying value of the collateral and other factors related to the collectability of the loan portfolio. The Company’s total allowance for losses on loans at September 30, 2013 amounted to $6.7 million, or 0.95% of the Company’s total loan portfolio, as compared to $6.7 million, or 0.97%, at December 31, 2012. The Company’s allowance for losses on loans as a percentage of non-performing loans was 99.06% and 90.76% at September 30, 2013 and December 31, 2012, respectively.

Non-interest income. Non-interest income decreased $20,000, or 1.2%, for the three months ended September 30, 2013 compared to the same period in the prior year. The decrease in non-interest income was comprised of decreases to net gain on sale of securities and income from real estate held for investment of $139,000 and $78,000, respectively, as well as an increase in the net realized loss on derivatives of $28,000. These decreases to income were partially offset by increases in fees and service charges and other income of $137,000 and $95,000, respectively.

Non-interest income increased $528,000, or 10.8%, for the nine months ended September 30, 2013 compared to the same period in the prior year. The increase in non-interest income was comprised of increases in net gain on sale of securities and other income of $61,000 and $83,000, respectively, as well as decreases in net realized loss on derivatives of $589,000 and net impairment losses on securities of $31,000. These increases were partially offset by decreases in income from real estate held for investment of $236,000.

Net realized gain on securities available for sale decreased $139,000 for the three months ended September 30, 2013 and increased $61,000 for the nine months ended September 30, 2013, respectively. During the nine months ended September 30, 2013, the Company had $1.5 million in fixed rate mortgage-backed security sales in the first quarter, $287,000 of equity sales in the second quarter, and $161,000 of equity sales in the third quarter, resulting in a gain of $58,000 for the quarter and $525,000 for the nine month period. During the nine months ended September 30, 2012, the Company had $1.1 million in sales from the portfolio, consisting of sales of equity securities resulting in a gain of $464,000.

The Company had losses on derivatives during the quarter ended September 30, 2013 of $166,000, compared to losses in the same period in 2012 of $138,000, resulting in a decrease between the periods of $28,000. The Company had gains on derivatives during the nine months ended September 30, 2013 of $51,000, compared to losses in the same period in 2012 of $538,000, resulting in an increase between the periods of $589,000. These fluctuations were due to market value adjustments to the Company’s interest rate caps.

Real estate joint venture income decreased $78,000 and $236,000 for the three and nine months ended September 30, 2013 when compared to the same periods in the prior year. The Company has a 51% ownership in its real estate joint ventures. The Company has a mixture of joint ventures in which it participates either in land development only or construction of units.

Non-interest expense. Non-interest expense increased $252,000, or 3.5%, to $7.5 million for the three months ended September 30, 2013 as compared to $7.2 million for the same period in the prior year. This increase was primarily related to increases in compensation and employee benefits, premises and equipment and other expense of $157,000, $36,000 and $156,000, respectively, partially offset by decreases in federal deposit insurance premiums, data processing, amortization of intangible assets and advertising of $33,000, $15,000, $20,000 and $29,000, respectively.

51

Non-interest expense decreased $295,000, or 1.3%, to $22.2 million for the nine months ended September 30, 2013, as compared to $22.5 million for the same period in the prior year. This decrease was primarily related to decreases in federal deposit insurance premiums, data processing, amortization of intangible assets and other expense of $165,000, $22,000, $60,000 and $406,000, respectively, partially offset by increases in compensation and employee benefits and advertising of $355,000 and $11,000, respectively.

Compensation and employee benefits increased $157,000 and $355,000 for the three and nine months ended September 30, 2013, as compared to the same periods in the prior year. The increases were primarily due to normal salary adjustments between the periods as well as increases to compensation expense related to retirement expenses, stock options and the MRP and group life and hospital insurance expense.

Premises and equipment expenses increased $36,000 for the three months ended September 30, 2013, as compared to the same period in the prior year, primarily due to a loss on a property the Company has held for sale. Premises and equipment expenses decreased $8,000 for the nine months ended September 30, 2013, as compared to the same period in the prior year.

Other expenses increased $156,000 for the three months ended September 30, 2013 as compared to the same period in the prior year. This increase is primarily due to increased debit card losses during the quarter. Other expenses decreased $406,000 for the nine months ended September 30, 2013, as compared to the same period in the prior year. These decreases are primarily due to decreased costs to operate the Company’s REO properties, partially offset by increased debit card losses during the period.

Provision for income taxes. The provision for income taxes decreased $30,000, or 3.8%, to $763,000 for the three months ended September 30, 2013, compared to $793,000 for the same period in the prior year. This provision for income taxes reflects an effective tax rate of 16.1% for the quarter ended September 30, 2013 as compared to 16.8% for the same period in the prior year.

The provision for income taxes increased $93,000, or 3.8%, to $2.5 million for the nine months ended September 30, 2013, compared to $2.4 million for the same period in the prior year. This provision for income taxes reflects an effective tax rate of 18.0% for the period ended September 30, 2013 as compared to 17.6% for the same period in the prior year.

CHANGES IN FINANCIAL CONDITION

General. The Company’s total assets decreased by $28.2 million, or 1.5%, during the nine month period ended September 30, 2013 to $1.90 billion. This decrease resulted primarily from decreases in securities available for sale, accrued interest receivable, Federal Home Loan Bank stock, premises and equipment, real estate acquired through foreclosure, real estate held for investment and intangible assets of $43.4 million, or 3.9%, $486,000, or 6.0%, $1.4 million, or 9.4%, $784,000, or 5.5%, $464,000, or 19.0%, $3.0 million, or 29.6% and $136,000, or 45.0%. These decreases were partially offset by increases in cash and cash equivalents, loans receivable, bank owned life insurance, securities receivable and prepaid expenses and other assets of $4.8 million, or 31.7%, $11.6 million, or 1.7%, $435,000, or 1.4%, $42,000, or 3.3%, and $4.5 million, or 68.0%. Total non-performing assets decreased to $8.8 million at September 30, 2013 compared to $10.0 million at December 31, 2012 and non-performing assets to total assets were 0.46% at September 30, 2013 compared to 0.52% at December 31, 2012. The decrease in non-performing assets of approximately $1.2 million, or 12.0%, was primarily the result of decreases in nonperforming loans, real estate acquired through foreclosure, repossessed vehicles and troubled debt restructuring of $359,000, $464,000, $111,000 and $256,000, respectively. The Company’s total liabilities decreased $19.8 million, or 1.1%, to $1.71 billion at September 30, 2013 from $1.73 billion at December 31, 2012. This decrease resulted primarily from decreases to borrowed funds, advance payments by borrowers for taxes and insurance, accounts payable for land development and accrued expenses and other liabilities of $72.6

52

million, or 13.7%, $1.1 million, or 42.6%, $364,000, or 17.9% and $56,000, or 0.3%, respectively. These decreases were partially offset by an increase in deposits of $54.4 million, or 4.6%. Total stockholders’ equity decreased $8.5 million, or 4.4%, to $186.3 million at September 30, 2013 from $194.8 million at December 31, 2012. The decrease to stockholders’ equity was primarily the result of a decrease in accumulated other comprehensive income of $16.4 million, or 65.4%, partially offset by increases in additional paid in capital and retained earnings of $110,000, or 0.1% and $6.6 million, or 7.4%, respectively and decreases in treasury stock and unearned employee stock ownership plan of $643,000, or 3.4%, and $762,000, or 24.3%, respectively. Accumulated other comprehensive income, which includes the fair value adjustment on the securities portfolio, decreased primarily due to an increase in the interest rate on the ten year Treasury of approximately 85 basis points since December 31, 2012. Average stockholders’ equity to average assets was 9.99%, and book value per share was $10.55 at September 30, 2013 compared to 9.67% and $11.07, respectively, at December 31, 2012.

Cash on hand, Interest-earning deposits and Federal funds sold. Cash on hand and interest-earning deposits represent cash equivalents. Cash equivalents increased a combined $4.8 million, or 31.7%, to $19.8 million at September 30, 2013, from $15.1 million at December 31, 2012. These accounts are typically increased by deposits from customers into saving and checking accounts, loan and securities repayments and proceeds from borrowed funds. Decreases result from customer withdrawals, new loan originations, security purchases and repayments of borrowed funds.

Securities. The Company’s securities and loan portfolios represent its two largest balance sheet asset classifications, respectively. The Company’s securities portfolio decreased by $43.4 million, or 3.9%, to $1.1 billion at September 30, 2013. During the nine months ended September 30, 2013, the Company had sales of $2.0 million, consisting of a fixed-rate collateralized mortgage obligation for $1.5 million and $449,000 of equities resulting in a gain of $525,000. In addition, there were repayments and maturities of securities of $177.8 million, premium amortizations of $2.5 million and a decrease of $27.1 million due to decreases in market value. These fair value adjustments represent temporary fluctuations resulting from changes in market rates in relation to average yields in the available for sale portfolio. Offsetting these decreases were purchases during the nine months ended September 30, 2013 of available for sale securities of $165.4 million, consisting of purchases of fixed-rate mortgage backed securities of $126.0 million, adjustable-rate mortgage backed securities of $28.9 million, $10.5 million of municipal bonds and $3,400 of common stock.

The Company’s investment strategy for 2013 is to utilize the cash flows from the mortgage backed securities and investment portfolios for the funding of loans and for reinvestment into similar investment products to maintain or improve the Company’s interest rate sensitivity. The Company continues to purchase corporate and municipal bonds to provide structure during this historically low interest rate environment. As an additional step to aid interest rate sensitivity, the Company had $60.0 million of wholesale borrowings with imbedded interest rate caps and $220.0 million notional amount of interest rate caps that are unhedged and marked to market quarterly through the income statement. These interest rate caps help insulate the net interest margin against a rapid rise in short term interest rates. As of September 30, 2013, this resulted in approximately $51,000 of non-interest income due to increases in the fair value of these interest rate caps.

Quarterly, the Company reviews its securities portfolio for other-than-temporary impairment. This review includes an assessment of the following factors; the rating of the security, the length of time that the decline in fair value has existed, the financial condition of the issuer and the issuer’s ability to continue to pay interest or dividends, whether the decline can be attributed to specific adverse conditions in the geographic area or industry, the extent that fair value is below cost and management’s ability to hold the investment for a period of time to allow for recovery.

As of September 30, 2013, the Company had securities with unrealized losses for greater than twelve months of $8.4 million, as more fully described in footnote 2 “Securities” to the financial statements included in Item 1. The $8.4 million primarily consists of unrealized losses attributed to the Company’s floating rate trust preferred corporate bonds. Management’s conclusion after reviewing all of the factors,

53

is that although the market value of these securities is below book value and will most likely remain so until the economic environment changes, we believe it to be a function of widening credit spreads that have affected the corporate bond market in general as the economy has weakened and is not a reflection of the issuers’ credit worthiness. Therefore, although some of the securities exhibit a few of the indicators of an other-than-temporary impairment, the majority of the evidence indicates that no impairment exists at this time and the decline is due to the widening credit spreads as well as the current interest rate environment. Finally, the Company does not intend to sell the investments and it is not more likely than not that the Company will be required to sell the investments before recovery of their amortized cost basis, and considers the securities an important part of managing its interest rate risk profile.

Loans receivable. The loans receivable category consists primarily of single family mortgage loans used to purchase or refinance personal residences located within the Company’s market area and commercial real estate loans used to finance properties that are used in the borrowers businesses or to finance investor-owned rental properties, and to a lesser extent commercial and consumer loans. Net loans receivable increased $11.6 million, or 1.7%, to $683.7 million at September 30, 2013, from $672.1 million at December 31, 2012. Included in this increase in loans receivable were increases in mortgage loans of $13.3 million, or 2.6%, and consumer loans of $2.4 million, or 1.8%, partially offset by a decrease in commercial loans of $3.3 million, or 6.1%. Additionally the portfolio was decreased by changes in the allowance for loan losses, deferred loan fees and loans in process which combined increased $791,000, or 3.9%, during the nine months ended September 30, 2013.

Non-performing assets. Nonperforming assets consist of nonaccrual loans, repossessed automobiles, real estate acquired through foreclosure (REO) and troubled debt restructuring (TDR). A loan is placed on nonaccrual status when, in the judgment of management, the probability of collection of interest is deemed insufficient to warrant further accrual. When a loan is placed on nonaccrual status, previously accrued but uncollected interest is deducted from interest income. The Company does not accrue interest on loans past due 90 days or more.

Non-performing assets amounted to $8.8 million, or 0.46%, of total assets at September 30, 2013 compared to $10.0 million, or 0.52%, of total assets at December 31, 2012. The decrease in non-performing assets of approximately $1.2 million was primarily the result of decreases in the balances of non-performing loans, REO, repossessed vehicles and TDRs of $359,000, $464,000, $111,000 and $256,000, respectively.

FHLB Stock. FHLB stock decreased by $1.4 million, or 9.4%, to $13.7 million at September 30, 2013 compared to $15.1 million at December 31, 2012. The Bank is required to maintain an investment in capital stock of the FHLB of Pittsburgh in an amount not less than 5.0% of its outstanding notes payable to the FHLB of Pittsburgh.

Real Estate Held for Investment. The Company’s real estate held for investment decreased by $2.9 million, or 29.6%, to $7.0 million at September 30, 2013, from $10.0 million at December 31, 2012. This decrease was partially the result of sales activity in the joint ventures in which the Company has a 51% ownership, offset by construction activity within those joint ventures.

Intangible assets. Intangible assets decreased $136,000, or 45.0%, to $166,000 at September 30, 2013, from $302,000 at December 31, 2012. The decrease primarily resulted from normal amortization of the core deposit intangible from acquisitions. Amortization is expected to total $170,000, $110,000 and $8,000 for the years 2013, 2014 and 2015, respectively.

Bank owned life insurance. Bank owned life insurance (BOLI) is universal life insurance, purchased by the Bank, on the lives of the Bank’s employees. The beneficial aspects of these universal life insurance policies are tax-free earnings and a tax-free death benefit, which are realized by ESB as the owner of the policies. The cash surrender value of the BOLI as of September 30, 2013 was $30.5 million.

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Prepaid Expenses and Other Assets. Prepaid expenses and other assets increased $4.5 million, or 68.0%, to $11.2 million at September 30, 2013 from $6.6 million at December 31, 2012. This increase is primarily due to an increase in the Company’s deferred tax asset of approximately $9.1 million, partially offset by a decrease in the prepaid FDIC assessment of $2.0 million as well as declines in the Company’s receivables. In 2009, the FDIC amended its regulations and required insured institutions to prepay their estimated quarterly risk-based assessments through the year 2012. The Company’s prepaid assessment was $2.0 million at December 31, 2012 and was refunded by the FDIC in the second quarter of 2013.

Deposits. The Company considers various sources when evaluating funding needs, including but not limited to deposits, which are a significant source of funds. Deposits totaled $1.2 billion, or 71.9%, of the Company’s total funding sources at September 30, 2013. Total deposits increased $54.4 million, or 4.6%, to $1.2 billion at September 30, 2013. Interest-bearing demand deposits increased $30.8 million and time deposits increased $7.3 million, during the nine months ended September 30, 2013, while non-interest bearing deposits increased approximately $16.3 million during the same period. The deposit growth was comprised primarily of low interest core deposits which increased approximately $47.1 million during the period. The Company continues to pursue low cost core deposit funding through its ongoing campaign to increase commercial, public and personal checking accounts throughout its 23 branch network.

Borrowed funds. The Company utilizes short and long-term borrowings as another source of funding used for asset growth and liquidity needs. These borrowings include FHLB advances and repurchase agreement borrowings. Borrowed funds decreased $72.6 million, or 13.7%, to $458.4 million at September 30, 2013, from $530.9 million at December 31, 2012. FHLB advances increased $38.6 million, or 18.1%, repurchase agreements decreased $110.0 million or 41.0%, other borrowings increased approximately $9.1 million, or 275.1%, while junior subordinated notes decreased approximately $10.3 million, or 22.2% during the nine months ended September 30, 2013. Borrowed funds and deposits are two of the primary sources of funds for the Company. As part of its general business practice, the Company seeks out the most competitive rate on the products and will adjust the mix of FHLB advances and repurchase agreements accordingly. During the first quarter of 2013, the Company entered into a loan with Wesbanco Bank and used the proceeds to redeem a portion of the junior subordinated notes. Additional information regarding the redemption can be found in footnote 5 to the consolidated financial statements in Item 1.

Accounts payable for land development. The accounts payable for land development decreased $364,000, or 17.9%, to $1.7 million at September 30, 2013, from $2.0 million at December 31, 2012. This account represents the unpaid portion of the development costs for the Company’s joint ventures.

Accrued Expenses and Other Liabilities. Accrued expenses and other liabilities decreased by $56,000 or 0.3%, to $19.1 million at September 30, 2013, from $19.2 million at December 31, 2012. The decrease was primarily due to decreases in various accrued expenses including escrow accounts related to the mortgage and commercial loans.

Stockholders’ equity. Stockholders’ equity decreased $8.5 million, or 4.4%, to $186.3 million at September 30, 2013 from $194.8 million at December 31, 2012. The decrease to stockholders’ equity was primarily the result of a decrease in accumulated other comprehensive income of $16.4 million, or 65.4%, partially offset by increases in additional paid in capital and retained earnings of $110,000, or 0.1% and $6.6 million, or 7.4%, respectively and decreases in treasury stock and unearned employee stock ownership plan of $643,000, or 3.4%, and $762,000, or 24.3%, respectively. Accumulated other comprehensive income, which includes the fair value adjustment on the securities portfolio, decreased primarily due to an increase in the interest rate on the ten year Treasury of approximately 85 basis points since December 31, 2012. Average stockholders’ equity to average assets was 9.99%, and book value per share was $10.55 at September 30, 2013 compared to 9.67% and $11.07, respectively, at December 31, 2012.

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ASSET AND LIABILITY MANAGEMENT

The primary objective of the Company’s asset and liability management function is to maximize the Company’s net interest income while simultaneously maintaining an acceptable level of interest rate risk given the Company’s operating environment, capital and liquidity requirements, performance objectives and overall business focus. The principal determinant of the exposure of the Company’s earnings to interest rate risk is the timing difference between the repricing or maturity of interest-earning assets and the repricing or maturity of its interest-bearing liabilities. The Company’s asset and liability management policies are designed to decrease interest rate sensitivity primarily by shortening the maturities of interest-earning assets while at the same time extending the maturities of interest-bearing liabilities. The Board of Directors of the Company continues to believe in strong asset/liability management in order to insulate the Company from material and prolonged increases in interest rates. As a result of this policy, the Company emphasizes a larger, more diversified portfolio of residential mortgage loans in the form of mortgage-backed securities. Mortgage-backed securities generally increase the quality of the Company’s assets by virtue of the insurance or guarantees that back them, are more liquid than individual mortgage loans and may be used to collateralize borrowings or other obligations of the Company.

The Company’s Board of Directors has established an Asset and Liability Management Committee consisting of outside directors, the President and Chief Executive Officer, Group Senior Vice President/Chief Financial Officer, Group Senior Vice President/Operations and Group Senior Vice President/Lending. This committee, which meets quarterly, generally monitors various asset and liability management policies and strategies, which were implemented by the Company over the past few years. These strategies have included: (i) an emphasis on the investment in adjustable-rate mortgage-backed securities, corporate bonds and trust preferred securities, (ii) an emphasis on the origination of single-family residential adjustable-rate mortgages (ARMs), residential construction loans and commercial real estate loans, which generally have adjustable or floating interest rates and/or shorter maturities than traditional single-family residential loans, and consumer loans, which generally have shorter terms and higher interest rates than mortgage loans, (iii) increase the duration of the liability base of the Company by extending the maturities of savings deposits, borrowed funds and repurchase agreements and (iv) the purchase of off-balance sheet interest rate caps and structured borrowings with imbedded caps which help to insulate the Bank’s interest rate risk position from increases in interest rates.

As of September 30, 2013, the implementation of these asset and liability initiatives resulted in the following: (i) $137.4 million or 21.7% of the Company’s mortgage-backed securities portfolio, $129.5 million or 60.3% of the Company’s corporate bond portfolio and $36.8 million or 95.5% of the Company’s trust preferred securities portfolio were secured by ARMs; (ii) $175.3 million or 24.9% of the Company’s total loan portfolio had adjustable interest rates or maturities of 12 months or less and $52.4 million or 14.5% of the Company’s portfolio of single-family residential mortgage loans (including residential construction loans) consisted of ARMs, (iii) the weighted average call/maturity of the Company’s FHLB advances and repurchase agreements was 4.0 years and (iv) the Company had $220.0 million in notional amount of interest rate caps and $60.0 million in structured borrowings with imbedded caps.

The implementation of the foregoing asset and liability initiatives and strategies, combined with other external factors such as demand for the Company’s products and economic and interest rate environments in general, has resulted in the Company historically being able to maintain a one-year interest rate sensitivity gap (GAP) ranging between 0.0% of total assets to a negative 20.0% of total assets. The one-year interest rate sensitivity gap is defined as the difference between the Company’s interest-earning assets, which are scheduled to mature or reprice within one year and its interest-bearing liabilities, which are scheduled to mature or reprice within one year. At September 30, 2013, the Company’s interest-

56

earning assets maturing or repricing within one year totaled $661.1 million while the Company’s interest-bearing liabilities maturing or repricing within one-year totaled $754.7 million, providing a deficiency of interest-earning assets over interest-bearing liabilities of $93.6 million or a negative 4.9% of total assets. At September 30, 2013, the percentage of the Company’s assets to liabilities maturing or repricing within one year was 87.6. The Company normally strives to maintain its one-year interest rate sensitivity gap between a range of 0.0% and a negative 20.0% of total assets.

Historically, the one-year interest rate sensitivity gap has been the most common industry standard used to measure an institution’s interest rate risk position. In recent years, in addition to utilizing interest rate sensitivity gap analysis, the Company has increased its emphasis on the utilization of interest rate sensitivity simulation analysis to evaluate and manage interest rate risk.

The Company also utilizes income simulation modeling in measuring its interest rate risk and managing its interest rate sensitivity. The Asset and Liability Management Committee of the Company believes that simulation modeling enables the Company to more accurately evaluate and manage the possible effects on net interest income due to the exposure to changing market interest rates, the slope of the yield curve and different loan and mortgage-backed security prepayment and deposit decay assumptions under various interest rate scenarios.

As with gap analysis and earnings simulation modeling, assumptions about the timing and variability of cash flows are critical in economic value of equity (EVE) valuation analysis. Particularly important are the assumptions driving mortgage prepayments and the assumptions about expected attrition of the core deposit portfolios. These assumptions are based on the Company’s historical experience and industry standards and are applied consistently across the different rate risk measures.

The Company has established the following guidelines for assessing interest rate risk:

Net interest income simulation: Given a 200 basis point parallel and gradual increase or decrease in market interest rates, the Company strives to maintain the change in net interest income to no more than approximately 10% for a one-year period.

Economic Value of Equity (EVE): EVE is the net present value of the Company’s existing assets and liabilities. EVE is expressed as a percentage of the value of equity to total assets. Given a 200 basis point immediate and permanent increase or decrease in market interest rates, the Company strives to maintain the EVE increase or decrease to no more than approximately 50% of stockholders equity.

The following table presents the simulated impact of a 100 basis point or 200 basis point upward or downward shift of market interest rates on net interest income, return on average equity, diluted earnings per share and the change in EVE. This analysis was done assuming that the interest-earning asset and interest-bearing liability levels at September 30, 2013 remained constant. The impact of the market rate movements was developed by simulating the effects of rates changing gradually over a one-year period from the September 30, 2013 levels for net interest income, return on average equity and diluted earnings per share. The impact of market rate movements was developed by simulating the effects of an immediate and permanent change in rates at September 30, 2013 for the change in EVE. The impact of the rate change for net interest income is compared to the base amount which can fluctuate from period to period.

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As of September 30, 2013

	Increase						Decrease
	+100			+200			-100			-200
	BP			BP			BP			BP
Net interest income - increase (decrease)		2.07	%		3.45	%		(4.82	%)		N/A
Return on average equity - increase (decrease)		4.00	%		6.74	%		(9.61	%)		N/A
Diluted earnings per share - increase (decrease)		4.19	%		7.02	%		(9.85	%)		N/A
EVE - increase (decrease)		(8.49	%)		(18.99	%)		(7.63	%)		N/A

The following table presents the simulated impact of a 100 basis point or 200 basis point upward or downward shift of market interest rates on net interest income, return on average equity, diluted earnings per share and the change in EVE. This analysis was done assuming that the interest-earning asset and interest-bearing liability levels at December 31, 2012 remained constant. The impact of the market rate movements was developed by simulating the effects of rates changing gradually over a one-year period from the December 31, 2012 levels for net interest income, return on average equity and diluted earnings per share. The impact of market rate movements was developed by simulating the effects of an immediate and permanent change in rates at December 31, 2012 for the change in EVE. The impact of the rate change for net interest income is compared to the base amount which can fluctuate from period to period.

	Increase						Decrease
	+100			+200			-100			-200
	BP			BP			BP			BP
Net interest income - increase (decrease)		3.19	%		6.13	%		(3.49	%)		N/A
Return on average equity - increase (decrease)		6.52	%		12.59	%		(7.26	%)		N/A
Diluted earnings per share - increase (decrease)		6.80	%		13.07	%		(7.45	%)		N/A
EVE - increase (decrease)		(3.47	%)		(10.65	%)		(13.76	%)		N/A

LIQUIDITY

The Company’s primary sources of funds generally have been deposits obtained through the offices of the Bank, borrowings from the FHLB, repurchase agreement borrowings and amortization and prepayments of outstanding loans and maturing investment securities.

Net cash provided by operating activities totaled $20.0 million for the nine months ended September 30, 2013. Net cash provided by operating activities was primarily comprised of net income of $12.0 million and increases in amortization of premiums and discounts and accrued expenses and other liabilities of $2.9 million and $1.4 million, respectively, as well as decreases in the prepaid FDIC assessment and prepaid expenses and other assets of $2.0 million and $2.6 million, respectively, and slight variances in other operating activities.

Funds provided by investing activities totaled $6.5 million during the nine months ended September 30, 2013. Primary sources of funds included principal repayments of loans receivable and securities available for sale of $141.6 million and $177.8 million, respectively, partially offset by uses of funds of $165.4 million for purchases of securities available for sale and $149.3 million for loan originations and purchases.

Funds used by financing activities totaled $21.8 million for the nine months ended September 30, 2013. The primary uses of funds were repayments of long-term borrowings, redemption of junior subordinated notes and payments of dividends of $162.1 million, $10.3 million and $3.2 million, respectively. Partially offsetting these uses were sources of funds from an increase in deposits and proceeds from long-term borrowings of $54.4 million and $105.3 million, respectively.

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At September 30, 2013, the total approved loan commitments outstanding amounted to $5.9 million. At the same date, commitments under unused lines of credit and credit card lines amounted to $88.5 million and the unadvanced portion of construction loans approximated $16.3 million. Certificates of deposit scheduled to mature in one year or less at September 30, 2013 totaled $417.3 million.

Historically, the Company used its sources of funds primarily to meet its ongoing commitments to pay maturing savings certificates and savings withdrawals, fund loan commitments and maintain a substantial portfolio of investment securities. The Company has been able to generate sufficient cash through the retail deposit market, its traditional funding source, and through FHLB advances and other borrowings, to provide the cash utilized in investing activities. Management believes that the Company currently has adequate liquidity available to respond to liquidity demands.

On September 17, 2013, the Company’s Board of Directors declared a cash dividend of $0.10 per share of common stock payable October 25, 2013, to shareholders of record at the close of business on September 30, 2013. Dividends are subject to determination and declaration by the Board of Directors, which take into account the Company’s financial condition, statutory and regulatory restrictions, general economic conditions and other factors. There can be no assurance that dividends will in fact be paid on the common stock in future periods or that, if paid, such dividends will not be reduced or eliminated.

REGULATORY CAPITAL REQUIREMENTS

Current regulatory requirements specify that the Bank and similar institutions must maintain leverage capital equal to 4% of adjusted total assets and total risk-based capital equal to 8% of risk-weighted assets. The Federal Deposit Insurance Corporation (FDIC) may require higher core capital ratios if warranted, and institutions are to maintain capital levels consistent with their risk exposures. The FDIC reserves the right to apply this higher standard to any insured financial institution when considering an institution’s capital adequacy. At September 30, 2013, ESB Bank was in compliance with all regulatory capital requirements with leverage and total risk-based capital ratios of 9.2% and 15.4%, respectively.

Recent Developments. In July 2013 the U.S. federal banking agencies issued final rules implementing Basel III and the Dodd-Frank Act capital requirements to be fully-phased in on a global basis on January 1, 2019. The new regulations establish a new tangible common equity capital requirement, increase the minimum requirement for the current Tier 1 risk-weighted asset (“RWA”) ratio, phase out certain kinds of intangibles treated as capital and certain types of instruments and change the risk weightings of certain assets used to determine required capital ratios. The new common equity Tier 1 capital component requires capital of the highest quality – predominantly composed of retained earnings and common stock instruments. For community banks such as the Bank, a common equity Tier 1 capital ratio 4.5% will become effective on January 1, 2015. The new capital rules will also increase the current minimum Tier 1 capital ratio from 4.0% to 6.0% beginning on January 1, 2015. In addition, institutions that seek the freedom to make capital distributions and pay discretionary bonuses to executive officers without restriction must also maintain greater than 2.5% in common equity attributable to a capital conservation buffer to be phased in from January 1, 2016 until January 1, 2019. The new rules also increase the risk weights for several categories of assets, including an increase from 100% to 150% for certain acquisition, development and construction loans and more than 90-day past due exposures.

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Item 3. Quantitative and Qualitative Disclosures about Market Risk

Quantitative and qualitative disclosures about market risk are presented at December 31, 2012 in Item 7A of the Company’s Annual Report on Form 10-K, for the year ended December 31, 2012, filed with the SEC on March 15, 2013. Management believes there have been no material changes in the Company’s market risk since December 31, 2012.

Item 4. Controls and Procedures

As of September 30, 2013, an evaluation was performed under the supervision and with the participation of the Company’s management, including the Chief Executive Officer (CEO) and Chief Financial Officer (CFO), on the effectiveness of the design and operation of the Company’s disclosure controls and procedures. Based on that evaluation, the Company’s management, including the CEO and CFO, concluded that the Company’s disclosure controls and procedures were effective as of September 30, 2013. During the period ended September 30, 2013, there have been no significant changes in the Company’s internal controls over financial reporting or in other factors that could significantly affect internal controls.

Disclosure controls and procedures are the controls and other procedures that are designed to ensure that the information required to be disclosed by the Company in its reports filed and submitted under the Securities Exchange Act of 1934, as amended (“Exchange Act”) is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by the Company in its reports filed under the Exchange Act is accumulated and communicated to the Company’s management, including the principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.

PART II—OTHER INFORMATION

Item 1. Legal Proceedings

The Company and its subsidiaries are involved in various legal proceedings occurring in the ordinary course of business. It is the opinion of management, after consultation with legal counsel, that these matters will not materially affect the Company’s consolidated financial position or results of operations.

Item 1A. Risk Factors

There are no material changes to the risk factors included in Item 1A of the Company’s Annual Report on Form 10-K for the year ended December 31, 2012.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

(a) – (b) Not applicable

(c) The following table sets forth information with respect to purchases made by or on behalf of the Company of shares of common stock of the Company during the indicated periods.

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Period	Total Number of Shares Purchased		Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs		Maximum Number of Shares that May Yet Be Purchased Under the Plans or Programs (1)
July 1-31, 2013		—	$	—		—		792,064
August 1-31, 2013		1,530		13.19		1,530		790,534
September 1-30, 2013		—		—		—		790,534
Totals		1,530	$	13.19		1,530		790,534

(1) On April 22, 2013, the Company announced a new program to repurchase up to 5% of the outstanding shares of common stock of the Company, or 880,000 shares, of the Company’s outstanding common stock. The program does not have an expiration date and all shares are purchased in the open market or in privately negotiated transactions, as in the opinion of management, market conditions warrant.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable

Item 5. Other Information

None.

Item 6. Exhibits

(a) Exhibits:

31.1	Certification of Chief Executive Officer Pursuant to Rules 13a-14 and 15d-14 of the Securities Exchange Act of 1934 and Section 302 of the Sarbanes-Oxley Act of 2002.
31.2	Certification of Chief Financial Officer Pursuant to Rules 13a-14 and 15d-14 of the Securities Exchange Act of 1934 and Section 302 of the Sarbanes-Oxley Act of 2002.
32.1	Certification of Chief Executive Officer Pursuant Section 906 of the Sarbanes-Oxley Act of 2002. (18 U.S.C. 1350)
32.2	Certification of Chief Financial Officer Pursuant Section 906 of the Sarbanes-Oxley Act of 2002. (18 U.S.C. 1350)
101.INS	XBRL Instance Document
101.SCH	XBRL Taxonomy Extension Schema Document
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document
101.LAB	XBRL Taxonomy Extension Label Linkbase Document
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document
101.DEF	XBRL Taxonomy Extension Definitions Linkbase Document

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Signatures

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

ESB FINANCIAL CORPORATION

Date: November 12, 2013	By:	/s/ Charlotte A. Zuschlag
		Charlotte A. Zuschlag
		President and Chief Executive Officer
Date: November 12, 2013	By:	/s/ Charles P. Evanoski
		Charles P. Evanoski
		Group Senior Vice President and
		Chief Financial Officer

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