WSFS 10-Q Quarterly Report Sept. 30, 2011 | Alphaminr

WSFS 10-Q Quarter ended Sept. 30, 2011

WSFS FINANCIAL CORP
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10-Q 1 f10q_093011-0312.htm FORM 10-Q 9-30-11 WSFS FINANCIAL CORPORATION f10q_093011-0312.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
[X]
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended
September 30, 2011
OR
[  ]
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from
to
Commission File Number 0-16668
WSFS FINANCIAL CORPORATION
(Exact name of registrant as specified in its charter)
Delaware
22-2866913
(State or other jurisdiction of
(I.R.S. Employer
Incorporation or organization)
Identification Number)
500 Delaware Avenue, Wilmington, Delaware
19801
(Address of principal executive offices)
(Zip Code)
(302) 792-6000
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 Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or such shorter period that the registrant was required to submit and post such files),
__ X __ Yes_____ 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 the definitions 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 [  ] Smaller reporting company [   ]
(Do not check if smaller reporting company)
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes [  ] No [X]
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of November 2, 2011:
Common Stock, par value $.01 per share
8,612,876
(Title of Class)
(Shares Outstanding)


WSFS FINANCIAL CORPORATION

FORM 10-Q

INDEX


PART I. Financial Information

Page
Item 1.
Financial Statements (Unaudited)
Consolidated Statements of Operations for the Three and Nine
Months Ended September 30, 2011 and 2010
4
Consolidated Statements of Condition as of  September 30, 2011 and December 31, 2010
5
Consolidated Statements of Cash Flows for the Nine  Months
Ended September 30, 2011 and 2010
6
Notes to the Consolidated Financial Statements for the Nine
Months Ended September 30, 2011 and  2010
7
Item 2.
Management’s Discussion and Analysis of Financial Condition
32
and Results of Operations
Item 3.
Quantitative and Qualitative Disclosures About Market Risk
46
Item 4.
Controls and Procedures
46
PART II. Other Information
Item 1.
Legal Proceedings
47
Item 1A.
Risk Factors
47
Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds
47
Item 3.
Defaults upon Senior Securities
47
Item 4.
[Reserved]
47
Item 5.
Other Information
47
2

Item 6.
Exhibits
48
Signatures
49
Exhibit 31.1
Certification of CEO Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
Exhibit 31.2
Certification of CFO Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
Exhibit 32
Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
Exhibit 101.INS Instance Document
Exhibit 101.SCH Schema Document
Exhibit 101.CAL Calculation Linkbase Document
Exhibit 101.LAB Labels Linkbase Document
Exhibit 101.PRE Presentation Linkbase Document
Exhibit 101.DEF Definition Linkbase Document

3


CONSOLIDATED STATEMENTS OF OPERATIONS
Three Months Ended
September 30,
Nine Months Ended
September 30,
2011
2010
2011
2010
(Unaudited)
(In Thousands, Except Per Share Data)
Interest income:
Interest and fees on loans
$ 32,940 $ 31,664 $ 97,699 $ 94,497
Interest on mortgage-backed securities
7,052 8,699 20,962 27,370
Interest and dividends on investment securities
99 216 396 718
Other interest income
- - - 6
40,091 40,579 119,057 122,591
Interest expense:
Interest on deposits
4,619 5,590 14,876 17,655
Interest on Federal Home Loan Bank advances
2,484 3,818 7,866 11,812
Interest on trust preferred borrowings
340 370 1,015 1,047
Interest on other borrowings
468 624 1,679 1,859
7,911 10,402 25,436 32,373
Net interest income
32,180 30,177 93,621 90,218
Provision for loan losses
6,558 9,976 21,048 31,980
Net interest income after provision for loan losses
25,622 20,201 72,573 58,238
Noninterest income:
Credit/debit card and ATM income
5,523 4,984 15,549 14,171
Deposit service charges
4,385 4,153 11,975 12,381
Fiduciary & investment management income
2,982 1,016 8,877 3,169
Security gains, net
1,935 1,756 2,953 2,024
Loan fee income
610 626 1,871 2,015
Mortgage banking activities, net
257 646 1,035 1,145
Bank owned life insurance income
197 181 1,795 596
Other income
1,035 1,063 2,537 2,501
16,924 14,425 46,592 38,002
Noninterest expenses:
Salaries, benefits and other compensation
15,337 12,237 44,566 36,334
Occupancy expense
3,171 2,402 8,944 7,235
Loan workout and OREO expenses
1,864 908 5,989 4,877
Equipment expense
1,666 1,648 5,195 4,762
Marketing Expense
1,597 703 3,446 2,312
FDIC expenses
1,436 1,829 4,478 5,234
Data processing and operations expenses
1,325 1,096 4,026 3,541
Professional Fees
1,267 1,609 3,974 3,899
Acquisition integration costs
- 143 780 311
Non-routine ATM loss
- (4,491 ) - -
Other operating expense
4,749 4,008 13,053 10,959
32,412 22,092 94,451 79,464
Income before taxes
10,134 12,534 24,714 16,776
Income tax provision
3,348 4,312 8,199 4,739
Net income
6,786 8,222 16,515 12,037
Dividends on preferred stock and accretion of discount
692 692 2,077 2,076
Net income allocable to common stockholders
$ 6,094 $ 7,530 $ 14,438 $ 9,961
Earnings per share:
Basic
$ 0.71 0.95 $ 1.68 $ 1.35
Diluted
$ 0.70 0.94 $ 1.66 $ 1.33
The accompanying notes are an integral part of these Consolidated Financial Statements.

4


WSFS FINANCIAL CORPORATION
CONSOLIDATED STATEMENT OF CONDITION
Sept 30,
Dec 31,
2011
2010
(Unaudited)
(In Thousands, Except Per Share Data)
Assets
Cash and due from banks
$ 80,021 $ 49,932
Cash in non-owned ATMs
383,358 326,573
Interest-bearing deposits in other banks
174 254
Total cash and cash equivalents
463,553 376,759
Investment securities, held-to-maturity
219 219
Investment securities, available-for-sale including reverse mortgages
47,873 52,232
Mortgage-backed securities, available-for-sale
772,508 700,926
Mortgages-backed securities, trading
12,432 12,432
Loans held-for-sale
7,776 14,522
Loans, net of allowance for loan losses of $53,188 at September 30, 2011
and $60,339 at December 31, 2010
2,642,229 2,561,368
Accrued Interest receivable
11,326 11,765
Bank owned life insurance
63,153 64,243
Stock in Federal Home Loan Bank of Pittsburgh, at cost
37,638 37,536
Assets acquired through foreclosure
11,880 9,024
Premises and equipment
35,686 31,870
Goodwill
28,146 26,745
Intangible assets
6,404 7,307
Other assets
47,917 46,570
Total assets
$ 4,188,740 $ 3,953,518
Liabilities and Stockholders’ Equity
Liabilities:
Deposits:
Noninterest-bearing demand
$ 492,685 $ 468,098
Interest-bearing demand
358,322 312,546
Money market
737,706 743,808
Savings
375,528 255,340
Time
442,960 484,864
Jumbo certificates of deposit – customer
324,041 297,112
Total customer deposits
2,731,242 2,561,768
Brokered deposits
220,811 249,006
Total deposits
2,952,053 2,810,774
Federal funds purchased and securities sold under agreements to repurchase
100,000 100,000
Federal Home Loan Bank advances
568,776 488,959
Trust preferred borrowings
67,011 67,011
Other borrowed funds
69,283 91,636
Accrued interest payable
8,533 3,317
Other liabilities
35,876 23,999
Total liabilities
3,801,532 3,585,696
Stockholders’ Equity:
Serial preferred stock $.01 par value, 7,500,000 shares authorized; issued 56,625 at
September 30, 2011 and December 31, 2010
1 1
Common stock $.01 par value, 20,000,000 shares authorized; issued
18,191,845 at September 30, 2011 and 18,105,788 at December 31, 2010
182 180
Capital in excess of par value
218,546 216,316
Accumulated other comprehensive income
12,329 6,524
Retained earnings
404,430 393,081
Treasury stock at cost, 9,580,569 shares at September 30, 2011 and December 31, 2010
(248,280 ) (248,280 )
Total stockholders’ equity
387,208 367,822
Total liabilities and stockholders’ equity
$ 4,188,740 $ 3,953,518
The accompanying notes are an integral part of these Consolidated Financial Statements.

5


WSFS FINANCIAL CORPORATION
CONSOLIDATED STATEMENT OF CASH FLOWS
Nine Months Ended
September 30,
2011
2010
(Unaudited)
(In Thousands)
Operating activities:
Net Income
$ 16,515 $ 12,037
Adjustments to reconcile net income to net cash provided by operating activities:
Provision for loan losses
21,048 31,980
Depreciation, accretion and amortization
7,991 4,725
Decrease in accrued interest receivable
439 682
Increase in other assets
(5,070 ) (7,947 )
Origination of loans held-for-sale
(69,659 ) (102,598 )
Proceeds from sales of loans held-for-sale
77,844 99,102
Gain on mortgage banking activity
(1,035 ) (1,145 )
Gain on mark to market adjustment on trading securities
- (249 )
Gain on sale of securities, net
(2,953 ) (1,775 )
Stock-based compensation expense
1,216 773
Excess tax benefits from share-based payment arrangements
(587 ) (323 )
Increase in accrued interest payable
5,216 6,245
Increase in other liabilities
11,884 10,589
Loss on sale of assets acquired through foreclosure and valuation adjustments, net
2,447 3,577
Increase in value of bank-owned life insurance
(1,795 ) (596 )
Decrease in capitalized interest, net
1 144
Net cash provided by operating activities
$ 63,502 $ 55,221
Investing activities:
Maturities of investment securities
11,727 3,540
Sale of investment securities available for sale
6,050 -
Purchase of investments available-for-sale
(13,159 ) (7,081 )
Sales of mortgage-backed securities available-for  sale
210,211 92,493
Repayments of mortgage-backed securities available-for-sale
130,184 142,612
Purchases of mortgage-backed securities available-for-sale
(402,118 ) (264,464 )
Disbursements for reverse mortgages
(396 ) (145 )
Net increase in loans
(118,138 ) (27,143 )
Payment of bank-owned life insurance
2,885 -
Net decrease in stock of Federal Home Loan Bank of Pittsburgh
(102 ) -
Sales of assets acquired through foreclosure, net
9,088 6,324
Investment in premises and equipment, net
(8,067 ) (3,621 )
Net cash used for investing activities
$ (171,835 ) $ (57,485 )
Financing activities:
Net increase in demand and saving deposits
162,096 192,696
Net (decrease) increase in time deposits
(14,975 ) 42,731
Net decrease in brokered deposits
(28,245 ) (95,901 )
Receipts from federal funds purchased and securities sold under agreement to repurchase
3,103,525 13,795,000
Repayments of federal funds purchased and securities sold under agreement to repurchase
(3,103,525 ) (13,795,000 )
Receipts from FHLB advances
9,846,709 19,767,639
Repayments of FHLB advances
(9,766,892 ) (19,935,582 )
Dividends paid
(5,067 ) (4,527 )
Issuance of common stock and exercise of common stock options
914 47,931
Excess tax benefits from share-based payment arrangements
587 323
Net cash provided by financing activities
$ 195,127 $ 15,310
Increase cash and cash equivalents
86,794 13,046
Cash and cash equivalents at beginning of period
376,759 321,749
Cash and cash equivalents at end of period
$ 463,553 $ 334,795
Supplemental Disclosure of Cash Flow Information:
Cash paid for interest during the period
$ 20,220 $ 47,148
Cash paid for income taxes, net
336 7,485
Loans transferred to assets acquired through foreclosure
14,391 6,101
Net change in other comprehensive income
5,805 11,687
Settlement of pending sale of premises and equipment
- 6,515
The accompanying notes are an integral part of these Consolidated Financial Statements.

6


WSFS FINANCIAL CORPORATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2011 AND 2010
(UNAUDITED)

1. BASIS OF PRESENTATION

Our Consolidated Financial Statements include the accounts of WSFS Financial Corporation (“the Company”, “our Company”, “we”, “our” or “us”), Wilmington Savings Fund Society, FSB (“WSFS Bank” or the “Bank”) and Montchanin Capital Management, Inc. (“Montchanin”). We also have one unconsolidated affiliate, WSFS Capital Trust III (“the Trust”). WSFS Bank has two fully-owned subsidiaries, WSFS Investment Group, Inc. (“WIG”) and Monarch Entity Services LLC (“Monarch”) and Montchanin has one wholly owned subsidiary, Cypress Capital Management, LLC (“Cypress”).

Founded in 1832, the Bank is one of the ten oldest banks continuously operating under the same name in the United States.  We provide residential and commercial real estate, commercial and consumer lending services, as well as retail deposit and cash management services.  In addition, we offer a variety of wealth management and trust services to personal and corporate customers through our Christiana Trust division.  Lending activities are funded primarily with customer deposits and borrowings.  The Federal Deposit Insurance Corporation (“FDIC”) insures our customers’ deposits to their legal maximums.  We serve our customers primarily from our 48 offices located in Delaware (38), Pennsylvania (8), Virginia (1) and Nevada (1) and through our website at www.wsfsbank.com.

Amounts subject to significant estimates are items such as the allowance for loan losses and reserves for lending related commitments, goodwill, intangible assets, post-retirement benefit obligations, the fair value of financial instruments and other-than-temporary impairments. Among other effects, changes to such estimates could result in future reserves for impairments of investment securities, goodwill and intangible assets and increases of allowances for loan losses and lending related commitments as well as increased post-retirement benefits expense.

Our accounting and reporting policies conform with U.S. generally accepted accounting principles and prevailing practices within the banking industry for interim financial information and Rule 10-01 of the Securities and Exchange Commission (“SEC”) Regulation S-X.  Rule 10-01 of Regulation S-X does not require us to include all information and notes for complete financial statements and prevailing practices within the banking industry. Operating results for the three and nine month periods ended September 30, 2011 are not necessarily indicative of the results that may be expected for any future quarters or for the year ending December 31, 2011. For further information, refer to the consolidated financial statements and the accompanying notes included in our Annual Report on Form 10-K for the year ended December 31, 2010, as filed with the SEC.

Whenever necessary, reclassifications have been made to prior period Consolidated Financial Statements to conform to the current period’s presentation. All significant intercompany transactions were eliminated in consolidation.
7

2. EARNINGS PER SHARE

The following table shows the computation of basic and diluted earnings per share:

For the three months ended For the nine months ended
September 30, September 30,
2011 2010 2011 2010
(In thousands, Except Per Share Data)
Numerator :
Net  income allocable to common stockholders
$ 6,094 $ 7,530 $ 14,438 $ 9,961
Denominato r:
Denominator for basic earnings per share - weighted average shares
8,605 7,907 8,594 7,369
Effect of dilutive employee stock options and warrants
96 124 124 125
Denominator for diluted earnings per share – adjusted weighted
average shares and assumed exercise
8,701 8,031 8,718 7,494
Earnings per share:
Basic:
Net income allocable to common shareholders
$ 0.71 $ 0.95 $ 1.68 $ 1.35
Diluted:
Net income allocable to common shareholders
$ 0.70 $ 0.94 $ 1.66 $ 1.33
Outstanding common stock equivalents having no dilutive effect
537 603 538 604


8


3. INVESTMENT SECURITIES

The following tables detail the amortized cost and the estimated fair value of the Company’s investment securities held-to-maturity and securities available-for-sale (which include reverse mortgages):
Gross
Gross
Amortized
Unrealized
Unrealized
Fair
Cost
Gains
Losses
Value
(In Thousands)
Available-for-sale securities:
September 30, 2011:
Reverse mortgages
$ (418 ) $ $ $ (418 )
U.S. Government and government
sponsored enterprises ("GSE")
43,796 320 (21 ) 44,095
State and political subdivisions
4,159 39 (2 ) 4,196
$ 47,537 $ 359 $ (23 ) $ 47,873
December 31, 2010:
Reverse mortgages
$ (686 ) $ $ $ (686 )
GSE
49,691 441 (129 ) 50,003
State and political subdivisions
2,879 38 (2 ) 2,915
$ 51,884 $ 479 $ (131 ) $ 52,232
Held-to-maturity:
September 30, 2011:
State and political subdivisions
$ 219 $ 1 $ $ 220
$ 219 $ 1 $ $ 220
December 31, 2010:
State and political subdivisions
$ 219 $ $ (23 ) $ 196
$ 219 $ $ (23 ) $ 196

Securities with market values aggregating $44.0 million at September 30, 2011 were specifically pledged for certain letters of credit and municipal deposits which require collateral.

The scheduled maturities of investment securities held-to-maturity and securities available-for-sale at September 30, 2011 and December 31, 2010 were as follows:
Held-to-Maturity
Available-for-Sale
Amortized
Fair
Amortized
Fair
Cost
Value
Cost
Value
(In Thousands)
September 30, 2011
Within one year (1)
$ $ $ 10,139 $ 10,204
After one year but within five years
35,084 35,357
After five years but within ten years
2,000 2,000
After ten years
219 220 314 312
$ 219 $ 220 $ 47,537 $ 47,873
December 31, 2010
Within one year (1)
$ $ $ 10,549 $ 10,617
After one year but within five years
41,006 41,286
After five years but within ten years
After ten years
219 196 329 329
$ 219 $ 196 $ 51,884 $ 52,232
(1) Reverse mortgages do not have contractual maturities. We have included reverse mortgages in maturities within one year.

9


We sold a $6.1 million investment security classified as available-for-sale during the first nine months of 2011 resulting in a gain on sale of $110,000.  There were no sales of investment securities classified as available-for-sale during the first nine months of 2010 and, as a result, there were no net gains or losses realized during the 2010 period.  The cost basis for investment security sales was based on the specific identification method.  Investment securities totaling $500,000 and $720,000 were called by their issuers during the nine months ended September 30, 2011 and 2010, respectively.

At September 30, 2011, we owned investment securities totaling $4.5 million where the amortized cost basis exceeded the fair value. Total unrealized losses on those securities were $23,000 at September 30, 2011. This temporary impairment is the result of changes in market interest rates subsequent to the purchase of the securities. Securities with fair values of $135,000 have been impaired for 12 months or longer. We have determined that these securities are not other than temporarily impaired.  Our investment portfolio is reviewed each quarter for indications of impairment.  This review includes analyzing the length of time and the extent to which the fair value has been lower than the cost, the financial condition and near-term prospects of the issuer, including any specific events which may influence the operations of the issuer and the intent and ability to hold the investment for a period of time sufficient to allow for any anticipated recovery in the market.  We evaluate our intent and ability to hold debt securities based upon our investment strategy for the particular type of security and our cash flow needs, liquidity position, capital adequacy and interest rate risk position.  In addition, we do not have the intent to sell, nor is it more likely-than-not we will be required to sell these securities before we are able to recover the amortized cost basis.
The table below shows our investment securities’ gross unrealized losses and fair value by investment category and length of time that individual securities have been in a continuous unrealized loss position at September 30, 2011.
Less than 12 months
12 months or longer
Total
Fair
Unrealized
Fair
Unrealized
Fair
Unrealized
Value
Loss
Value
Loss
Value
Loss
(In Thousands)
Held-to-maturity
State and political subdivisions
$ $ $ $ $ $
Available-for-sale
State and political subdivisions
312 1 135 1 447 2
U.S Government and agencies
4,046 21 4,046 21
Total temporarily impaired investments
$ 4,358 $ 22 $ 135 $ 1 $ 4,493 $ 23

The table below shows our investment securities’ gross unrealized losses and fair value by investment category and length of time that individual securities were in a continuous unrealized loss position at December 31, 2010.
Less than 12 months
12 months or longer
Total
Fair
Unrealized
Fair
Unrealized
Fair
Unrealized
Value
Loss
Value
Loss
Value
Loss
(In Thousands)
Held-to-maturity
State and political subdivisions
$ $ $ 102 $ 23 $ 102 $ 23
Available-for-sale
State and political subdivisions
502 2 502 2
U.S Government and agencies
12,994 129 12,994 129
Total temporarily impaired investments
$ 13,496 $ 131 $ 102 $ 23 $ 13,598 $ 154

10


4. MORTGAG E-BACKED SECURITIES

The following tables detail the amortized cost and the estimated fair value of the Company’s mortgage-backed securities:
Gross
Gross
Amortized
Unrealized
Unrealized
Fair
Cost
Gains
Losses
Value
(In Thousands)
Available-for-sale securities:
September 30, 2011:
Collateralized mortgage obligations (“CMO”) (1)
$ 327,313 $ 8,270 $ (1,536 ) $ 334,047
Federal National Mortgage Association (“FNMA”)
294,022 8,917 (53 ) 302,886
Federal Home Loan Mortgage Corporation (“FHLMC”)
72,256 2,019 (20 ) 74,255
Government National Mortgage Association (“GNMA”)
58,649 2,671 - 61,320
$ 752,240 $ 21,877 $ (1,609 ) $ 772,508
December 31, 2010:
CMO (1)
$ 490,946 $ 9,687 $ (599 ) $ 500,034
FNMA
89,226 1,253 (431 ) 90,048
FHLMC
43,970 743 (273 ) 44,440
GNMA
65,849 1,229 (674 ) 66,404
$ 689,991 $ 12,912 $ (1,977 ) $ 700,926
Trading securities:
September 30, 2011:
CMO
$ 12,432 $ $ $ 12,432
December 31, 2010:
CMO
$ 12,432 $ $ $ 12,432
(1) Includes Agency CMOs classified as available-for-sale and SASCO RM-1 2002 Class O securities classified as available-for-sale.

The portfolio of available-for-sale mortgage-backed securities is comprised of 183 securities with an amortized cost of $752.2 million of both GSE ($569.0 million) and non-GSE ($183.2 million) securities.  All securities were AAA-rated at time of purchase; only two securities with an aggregate value of $10.8 million are now rated below AAA.  Downgraded securities were re-evaluated at September 30, 2011.  The result of this evaluation shows no other-than-temporary impairment for the nine months ended September 30, 2011.  The weighted average duration of the mortgage-backed securities was 2.7 years at September 30, 2011.

At September 30, 2011, mortgage-backed securities with market values aggregating $368.5 million were pledged as collateral for retail customer repurchase agreements, municipal deposits and other obligations. From time to time, mortgage-backed securities are also pledged as collateral for Federal Home Loan Bank (FHLB) borrowings. The fair value of these FHLB-pledged mortgage-backed securities was $17.4 million at September 30, 2011.

During the first nine months of 2011, we sold available-for-sale mortgage-backed securities of $210.0 million with net gains of $2.8 million. The cost basis of all mortgage-backed securities sales is based on the specific identification method. There were sales of available-for-sale mortgage-backed securities of $92.5 million with net securities gains of $1.8 million during the first nine months of 2010.

11

MBS have expected maturities that differ from their contractual maturities.  These differences arise because borrowers may have the right to call or prepay obligations with or without a prepayment penalty.
At September 30, 2011, we owned mortgage-backed securities totaling $80.9 million where the amortized cost basis exceeded fair value.  Total unrealized losses on these securities were $1.6 million at September 30, 2011.  This temporary impairment is the result of changes in market interest rates in the mortgage-backed securities market.  There were no securities impaired for 12 months or longer.  We have determined that these securities were not other-than-temporarily impaired at September 30, 2011.  Quarterly, we evaluate the current characteristics of each of our mortgage-backed securities such as delinquency and foreclosure levels, credit enhancement, projected losses and coverage.  In addition, we do not have the intent to sell, nor is it more likely-than-not we will be required to sell these securities before we are able to recover the amortized cost basis.
The table below shows our mortgage-backed securities’ gross unrealized losses, fair value by investment category and length of time individual securities have been in continuous unrealized loss position at September 30, 2011.
Less than 12 months
12 months or longer
Total
Fair
Unrealized
Fair
Unrealized
Fair
Unrealized
Value
Loss
Value
Loss
Value
Loss
(In Thousands)
Available-for-sale
CMO
$ 64,739 $ 1,536 $ $ $ 64,739 $ 1,536
FNMA
10,488 53 10,488 53
FHLMC
5,674 20 5,674 20
GNMA
Total temporarily impaired MBS
$ 80,901 $ 1,609 $ $ $ 80,901 $ 1,609

The table below shows our mortgage-backed securities’ gross unrealized losses and fair value by investment category and length of time that individual securities were in a continuous unrealized loss position at December 31, 2010.
Less than 12 months
12 months or longer
Total
Fair
Unrealized
Fair
Unrealized
Fair
Unrealized
Value
Loss
Value
Loss
Value
Loss
(In Thousands)
Available-for-sale
CMO
$ 58,821 $ 534 $ 1,171 $ 65 $ 59,992 $ 599
FNMA
45,129 431 45,129 431
FHLMC
14,981 273 14,981 273
GNMA
23,831 674 23,831 674
Total temporarily impaired MBS
$ 142,762 $ 1,912 $ 1,171 $ 65 $ 143,933 $ 1,977

We own $12.4 million par value of SASCO RM-1 2002 class B securities which are classified as trading, of which, $1.4 million is accrued interest paid in kind.  We expect to recover all principal and interest due to seasoning and excess collateral.  Based on FASB ASC 320, Investments – Debt and Equity Securities (“ASC 320”) (formerly SFAS No. 115, Accounting for Certain Investments in Debt and Equity Securities ) when these securities were acquired they were classified as trading because it was our intent to sell them in the near term. We used the guidance under ASC 320 to provide a reasonable estimate of fair value in 2010. We estimated the value of these securities based on the pricing of BBB+ securities that have an active market through a technique which estimates the fair value of this asset using the income approach as of September 30, 2011.

12


5. ALLOWANCE FOR LOAN LOSSES AND CREDIT QUALITY INFORMATION

Allowance for Loan Losses

We maintain an allowance for loan losses and charge losses to this allowance when such losses are realized. The determination of the allowance for loan losses requires significant judgment reflecting our best estimate of impairment related to specifically identified loans as well as probable loan losses in the remaining loan portfolio. Our evaluation is based upon a continuing review of these portfolios.

The following table provides the activity of the allowance for loan losses and loan balances for the three and nine months ended September 30, 2011:
Commercial
Commercial
Mortgages
Construction
Residential
Consumer
Total
(In Thousands)
Three months ended September 30, 2011
Allowance for loan losses
Beginning balance
$ 25,236 $ 12,330 $ 5,831 $ 3,707 $ 9,144 $ 56,248
Charge-offs
(1,431 ) (5,302 ) (1,107 ) (877 ) (1,248 ) (9,965 )
Recoveries
71 94 51 25 106 347
Provision
1,645 302 926 427 3,258 6,558
Ending balance
$ 25,521 $ 7,424 $ 5,701 $ 3,282 $ 11,260 $ 53,188
Nine months ended September 30, 2011
Allowance for loan losses
Beginning balance
$ 26,480 $ 10,564 $ 10,019 $ 4,028 $ 9,248 $ 60,339
Charge-offs
(7,641 ) (6,609 ) (8,179 ) (2,183 ) (5,472 ) (30,084 )
Recoveries
409 381 557 116 422 1,885
Provision
6,273 3,088 3,304 1,321 7,062 21,048
Ending balance
$ 25,521 $ 7,424 $ 5,701 $ 3,282 $ 11,260 $ 53,188
Period-end allowance allocated to:
Specific reserves(1)
$ 1,810 $ 1,604 $ 3,005 $ 808 $ 120 $ 7,347
General reserves(2)
23,711 5,820 2,696 2,474 11,140 45,841
Ending balance
$ 25,521 $ 7,424 $ 5,701 $ 3,282 $ 11,260 $ 53,188
Period-end loan balances evaluated for:
Specific reserves(1)
$ 21,270 $ 20,306 $ 21,701 $ 17,666 $ 3,176 $ 84,119 (3)
General reserves(2)
1,376,272 583,564 89,803 267,668 293,991 2,611,298
Ending balance
$ 1,397,542 $ 603,870 $ 111,504 $ 285,334 $ 297,167 $ 2,695,417
(1) Specific reserves represent loans individually evaluated for impairment
(2) General reserves represent loans collectively evaluated for impairment
(3) The difference between this amount and nonaccruing loans at September 30, 2011, represents accruing troubled debt restructured loans.
13



Non-Accrual and Past Due Loans

The following tables show our nonaccrual and past due loans at the dates indicated:
30–59 Days
60–89 Days
Greater Than
90 Days
Total Past
Due
Accruing
September 30, 2011
Past Due and
Past Due and
Past Due and
And Still
Current
Nonaccrual
Total
(In Thousands)
Still Accruing
Still Accruing
Still Accruing
Accruing
Balances
Loans
Loans
Commercial
$ 1,774 $ 507 $ 894 $ 3,175 $ 1,372,997 $ 21,370 $ 1,397,542
Commercial
mortgages
967 - 73 1,040 581,955 20,875 603,870
Construction
359 - - 359 89,444 21,701 111,504
Residential
4,332 2,483 562 7,377 267,386 10,571 285,334
Consumer
1,342 395 - 1,737 293,868 1,562 297,167
Total
$ 8,774 $ 3,385 $ 1,529 $ 13,688 $ 2,605,650 $ 76,079 $ 2,695,417
% of Total Loans
0.32 % 0.13 % 0.06 % 0.51 % 96.67 % 2.82 % 100 %
30–59 Days
60–89 Days
Greater Than
90 Days
Total Past
Due
Accruing
December 31, 2010
Past Due and
Past Due and
Past Due and
And Still
Current
Nonaccrual
Total
(In Thousands)
Still Accruing
Still Accruing
Still Accruing
Accruing
Balances
Loans
Loans
Commercial
$ 2,839 $ 384 $ - $ 3,223 $ 1,213,246 $ 21,577 $ 1,238,046
Commercial mortgages
764 - - 764 611,744 9,490 621,998
Construction
1,685 - - 1,685 108,714 30,260 140,659
Residential
6,403 2,024 465 8,892 289,864 11,739 310,495
Consumer
1,355 163 - 1,518 305,290 3,701 310,509
Total
$ 13,046 $ 2,571 $ 465 $ 16,082 $ 2,528,858 $ 76,767 $ 2,621,707
% of Total Loans
0.49 % 0.10 % 0.02 % 0.61 % 96.46 % 2.93 % 100 %
Impaired Loans

The following tables provide an analysis of our impaired loans at September 30, 2011 and December 31, 2010:
Ending
Loans with
Loans with
Related
Contractual
Average
September 30, 2011
Loan
No Specific
Specific
Specific
Principal
Loan
(In Thousands)
Balances
Reserve (1)
Reserve
Reserve
Balances
Balances
Commercial
$ 21,270
$ 18,381
$ 2,889
$ 1,810
$ 30,291
$ 22,196
Commercial mortgages
20,306
11,960
8,346
1,604
28,728
16,251
Construction
21,701
3,687
18,014
3,005
44,010
28,622
Residential
17,666
11,419
6,247
808
20,740
17,794
Consumer
3,176
1,880
1,296
120
3,728
4,240
Total
$ 84,119
$ 47,327
$ 36,792
$ 7,347
$ 127,497
$ 89,103
14

Ending
Loans with
Loans with
Related
Contractual
Average
December 31, 2010
Loan
No Specific
Specific
Specific
Principal
Loan
(In Thousands)
Balances
Reserve (1)
Reserve
Reserve
Balances
Balances
Commercial
$ 21,527
$ 14,555
$ 6,972
$ 4,845
$ 29,309
$ 16,139
Commercial mortgages
9,490
3,263
6,227
2,591
12,001
4,530
Construction
30,260
12,166
18,094
3,485
53,265
36,102
Residential
17,441
11,226
6,215
968
22,112
16,667
Consumer
5,106
3,969
1,137
130
6,558
4,184
Total
$ 83,824
$ 45,179
$ 38,645
$ 12,019
$ 123,245
$ 77,622
(1) Reflects loan balances at their remaining book balance.
Interest income of $94,000 and $279,000 was recognized on impaired loans during the three and nine months ended September 30, 2011, respectively.

Credit Quality Indicators
Below is a description of each of our risk ratings for all commercial loans:
Pass . These assets presently show no current or potential problems and are considered fully collectible.
Special Mention. These assets do not currently expose the Bank to a sufficient degree of risk to warrant an adverse classification but do possess credit deficiencies or potential weaknesses deserving our close attention.  Special mention assets have a potential weakness or pose an unwarranted financial risk which, if not corrected, could weaken the asset and increase risk in the future.
Substandard. Assets which are inadequately protected by the current net worth and paying capacity of the obligor or collateral, if any.  Assets so classified have a well-defined weakness or weaknesses based upon objective evidence that jeopardizes the timely liquidation of the asset, or realization of the collateral at the asset’s net book value.  Substandard assets can be classified as accrual or nonaccrual and are characterized by the distinct possibility that the institution will sustain some loss if the deficiencies are not corrected.  The possibility of untimely liquidation requires a substandard classification even if there is little likelihood of total loss.
Doubtful. The rating designated to assets with all the weaknesses of substandard assets and added weaknesses that make collection in full highly questionable and improbable, on the basis of currently existing facts, conditions, and values.
Loss. These assets are considered uncollectible and of such little value that their continuance as bankable assets is not warranted. This classification does not mean that an asset has absolutely no recovery or salvage value, but rather, that it is not practical or desirable to defer writing off a mostly worthless asset even though partial recovery may occur in the future.

Residential and Consumer Loans

The residential and consumer loan portfolios are monitored on an ongoing basis using delinquency information and loan type as credit quality indicators.  These credit quality indicators are assessed in the aggregate in these relatively homogeneous portfolios.  Loans that are greater than 90 days past due are generally considered nonperforming and placed in nonaccrual status.
15

The following tables provide an analysis of problem loans as of September 30, 2011 and December 31, 2010:
Commercial credit exposure credit risk profile by internally assigned risk rating (in thousands):
Commercial
Commercial Mortgages
Construction
Total Commercial
Sept. 30,
2011
Dec. 31,
2010
Sept. 30,
2011
Dec. 31,
2010
Sept. 30,
2011
Dec. 31,
2010
September 30, 2011
December 31, 2010
Amount
Percent
Amount
Percent
Risk Rating:
Special mention
$ 74,727 $ 39,544 $ 30,514 $ 13,195 $ 11,328 $ 21,970 $ 116,569
$ 74,709
Substandard:
Accrual
67,197 54,230 4,291 21,121 17,988 32,560 89,476
107,911
Nonaccrual
21,370 21,577 20,875 9,490 21,701 30,260 63,946
61,327
Total Special Mention and Substandard
163,294 115,351 55,680 43,806 51,017 84,790 269,991
13
%
243,947 12 %
Pass
1,234,248 1,122,695 548,190 578,192 60,487 55,869 1,842,925
87
1,756,756
88
Total Commercial Loans
$ 1,397,542 $ 1,238,046 $ 603,870 $ 621,998 $ 111,504 $ 140,659 $ 2,112,916
100
%
$ 2,000,703 100 %

Consumer credit exposure credit risk profile based on payment activity (in thousands):
Residential
Consumer
Total Residential and Consumer
Sept. 30,
2011
Dec.31,
2010
Sept. 30,
2011
Dec.31,
2010
September 30, 2011
December 31, 2010
Amount
Percent
Amount
Percent
Nonperforming
$ 17,666 (1) $ 17,441 $ 3,176 (1) $ 5,106 $ 20,842 4 % $ 22,547 4 %
Performing
267,668 293,054 293,991 305,403 561,659 96 598,457 96
Total
$ 285,334 $ 310,495 $ 297,167 $ 310,509 $ 582,501 100 % $ 621,004 100 %
(1) Includes $8.7 million of troubled debt restructured mortgages and home equity installment loans performing in accordance with modified terms and are accruing interest.

16


Troubled Debt Restructurings (TDR)

Effective July 1, 2011, we adopted the provisions of Accounting Standards Update No. 2011-02, A Creditor’s Determination of Whether a Restructuring is a Troubled Debt Restructuring. As such, we reassessed all loan modifications occurring since January 1, 2011 for identification as TDRs, resulting in no newly identified TDRs.

The book balance of TDRs at September 30, 2011 and December 31, 2010 was $27.7 million and $12.0 million, respectively.  The balances at September 30, 2011 include approximately $19.0 million of TDRs in nonaccrual status and $8.7 million of TDRs in accrual status compared to $4.9 million of TDRs in nonaccrual status and $7.1 million of TDRs in accrual status at December 31, 2010. Approximately $2.1 million and $1.3 million in specific reserves have been established for these loans as of September 30, 2011 and December 31, 2010, respectively.

During the nine months ending September 30, 2011, the terms of 27 loans were modified in troubled debt restructurings, of which 19 were related to commercial loans that were already placed on nonaccrual. Nonaccruing restructured loans remain in nonaccrual status until there has been a period of sustained repayment performance for a reasonable period, usually six months.  The remaining eight loans represented residential and consumer loans. Our concessions on restructured loans consisted mainly of forbearance agreements, reduction in interest rates or extensions of maturities. Principal balances are generally not forgiven by us when a loan is modified as a TDR.

The following table presents loans identified as TDRs during the three and nine months ended September 30, 2011:

Three
Nine
Months Ended
Months Ended
September 30,
September 30,
(In Thousands)
2011
2011
Commercial
$ 746 $ 1,352
Commercial mortgages
2,170 7,725
Construction
189 13,909
Residential
- 2,335
Consumer
146 146
Total
$ 3,251 $ 25,467
The troubled debt restructurings described above increased the allowance for loan losses by $1.2 million through allocation of a specific reserve, and resulted in charge offs of $10.3 million during the nine months ending September 30, 2011, most of which had been previously identified and reserved for in prior periods.

The following table summarizes TDRs which have defaulted (defined as past due 90 days) during the three and nine months ended September 30, 2011 that were restructured within the last twelve months prior to September 30, 2011:

Three
Nine
Months Ended
Months Ended
September 30,
September 30,
(In Thousands)
2011
2011
Commercial
$ - $ -
Commercial mortgages
- -
Construction
- -
Residential
162 162
Consumer
- -
Total
$ 162 $ 162

17


6. COMPREHENSIVE INCOME

The following schedule reconciles net income to total comprehensive income:

For the three months ended
September 30,
For the nine months ended
September 30,
(In Thousands)
(In Thousands)
2011
2010
2011
2010
Net income
$ 6,786 $ 8,222 $ 16,515 $ 12,037
Other Comprehensive Income:
Other, net
162 162
Unrealized holding gains on securities
available-for-sale arising during the period
8,568 1,105 9,321 18,590
Tax expense
(3,230 ) (420 ) (3,516 ) (7,064 )
Net of tax amount
5,338 685 5,805 11,526
Total comprehensive income
$ 12,124 $ 9,069 $ 22,320 $ 23,725

7. TAXES ON INCOME

We account for income taxes in accordance with FASB ASC 740, Income Taxes (“ASC 740”) (Formerly SFAS No. 109, Accounting for Income Taxes and FASB Interpretation No. 48, Accounting for Uncertainty In Income Taxes, an Interpretation of FASB Statement 109 ).  ASC 740 requires the recording of deferred income taxes that reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes.  We exercise significant judgment in the evaluation of the amount and timing of the recognition of the resulting tax assets and liabilities. The judgments and estimates required for the evaluation are updated based upon changes in business factors and the tax laws. If actual results differ from the assumptions and other considerations used in estimating the amount and timing of tax recognized, there can be no assurance that additional expenses will not be required in future periods. No valuation allowance has been recorded on our deferred tax assets due to our history of prior earnings along with our expectations of future income.  ASC 740 prescribes a minimum probability threshold that a tax position must meet before a financial statement benefit is recognized. We recognize, when applicable, interest and penalties related to unrecognized tax benefits in the provision for income taxes in the financial statements. Assessment of uncertain tax positions under ASC 740 requires careful consideration of the technical merits of a position based on our analysis of tax regulations and interpretations.

The total amount of unrecognized tax benefits as of September 30, 2011 and December 31, 2010 were $100,000 and $1.0 million, respectively, of which $100,000 would affect our September 30, 2011 effective tax rate if recognized. During the quarter ended September 30, 2011 we recorded tax benefits of $376,000 through earnings that resulted from a decrease in our income tax reserve primarily due to the expiration of a statute of limitations on a certain tax item.  Further, we recorded tax benefits of $500,000 through equity during the quarter ended September 30, 2011 for a similar statute of limitations related decrease in the income tax reserve.  The nine months ended September 30, 2010 included tax benefits of $899,000 resulting from a decrease in our income tax reserve due to the expiration of the statute of limitations on certain tax items.  As of September 30, 2011 and December 31, 2010, the total amount of accrued interest included in such unrecognized tax benefits were $18,000 and $51,000, respectively.  Penalties of $6,000 are included in such unrecognized tax benefits. We record interest and penalties on potential income tax deficiencies as income tax expense.  Our Federal and state tax returns for the 2008 through 2010 tax years are subject to examination as of September 30, 2011.  There are currently no income tax audits in process.


18


8.  SEGMENT INFORMATION

Under the definition of FASB ASC 280, Segment Reporting (“ASC 280”) (formerly SFAS No. 131, Disclosures About Segments of an Enterprise and Related Information ) we discuss our business in three segments.  There is one segment for each of WSFS Bank (including WSFS Investment Group, Inc.), Cash Connect, (the ATM division of WSFS), and Trust and Wealth Management.  Trust and Wealth Management combines Montchanin and Christiana Trust into a single reportable segment.

The WSFS Bank segment provides financial products to commercial and retail customers through its 49 offices located in Delaware (39), Pennsylvania (8), Virginia (1) and Nevada (1).  Retail and Commercial Banking, Commercial Real Estate Lending, Private Banking and other banking business units (including the reorganization of WSFS Investment Group, Inc.) are operating departments of WSFS.  These departments share the same regulator, the same market, many of the same customers and provide similar products and services through the general infrastructure of the Bank.  Because of these and other reasons, these departments are not considered discrete segments and are appropriately aggregated within our WSFS Bank segment in accordance with ASC 280.

Cash Connect provides turnkey ATM services through strategic partnerships with several of the largest networks, manufacturers and service providers in the ATM industry.  The balance sheet category “Cash in non-owned ATMs” includes cash from which fee income is earned through bailment arrangements with customers of Cash Connect.

The Trust and Wealth Management segment is comprised of Christiana Trust and Montchanin.  Christiana Trust was acquired as part of the acquisition of CB&T in December 2010 and WSFS’ Trust and Wealth Management business was consolidated into Christiana Trust.  Christiana Trust provides investment, fiduciary, agency and commercial domicile services from locations in Delaware and Nevada.  These services are provided to individuals and families, as well as corporations and institutions.  The Christiana Trust division provides these services to local, national and international customers.  Montchanin has one consolidated wholly owned subsidiary, Cypress Capital Management, LLC (Cypress).  Cypress is a Wilmington-based investment advisory firm serving high net-worth individuals and institutions.

An operating segment is a component of an enterprise that engages in business activities from which it may earn revenues and incur expenses, whose operating results are regularly reviewed by the enterprise’s chief operating decision makers to make decisions about resources to be allocated to the segment and assess its performance, and for which discrete financial information is available.  We evaluate performance based on pretax ordinary income relative to resources used, and allocate resources based on these results.  The accounting policies applicable to our segments are the same that apply to the preparation of our accompanying Consolidated Financial Statements. Segment information for the three and nine months ended September 30, 2011 and 2010 was as follows:


19



For the three months ended September 30, 2011
WSFS Bank
Cash Connect
Trust &
Wealth
Management
Total
(In Thousands)
External customer revenues:
Interest income
$ 40,091 $ - $ - $ 40,091
Noninterest income
9,701 4,235 2,988 16,924
Total external customer revenues
49,792 4,235 2,988 57,015
Inter-segment revenues:
Interest income
349 - 876 1,225
Noninterest income
754 202 - 956
Total inter-segment revenues
1,103 202 876 2,181
Total revenue
50,895 4,437 3,864 59,196
External customer expenses:
Interest expense
7,911 - - 7,911
Noninterest expenses
27,867 2,187 2,358 32,412
Provision for loan loss
6,558 - - 6,558
Total external customer expenses
42,336 2,187 2,358 46,881
Inter-segment expenses
Interest expense
876 349 - 1,225
Noninterest expenses
202 358 396 956
Total inter-segment expenses
1,078 707 396 2,181
Total expenses
43,414 2,894 2,754 49,062
Income before taxes
$ 7,481 $ 1,543 $ 1,110 $ 10,134
Provision for income taxes
3,348
Consolidated net income
$ 6,786
Capital expenditures
$ 2,374 $ 837 $ 2 $ 3,213
As of September 30, 2011
Cash and cash equivalents
$ 77,310 $ 383,358 $ 2,885 $ 463,553
Other segment assets
3,692,851 22,148 10,188 3,725,187
Total segment assets
$ 3,770,161 $ 405,506 $ 13,073 $ 4,188,740
20

For the three months ended September 30, 2010
WSFS Bank
Cash Connect
Trust &
Wealth
Management
Total
(In Thousands)
External customer revenues:
Interest income
$ 40,579 $ - $ - $ 40,579
Noninterest income
10,172 3,523 730 14,425
Total external customer revenues
50,751 3,523 730 55,004
Inter-segment revenues:
Interest income
238 - - 238
Noninterest income
701 202 - 903
Total inter-segment revenues
939 202 - 1,141
Total revenue
51,690 3,725 730 56,145
External customer expenses:
Interest expense
10,402 - - 10,402
Noninterest expenses
23,916 (2,643 ) 819 22,092
Provision for loan loss
9,976 - - 9,976
Total external customer expenses
44,294 (2,643 ) 819 42,470
Inter-segment expenses
Interest expense
- 238 - 238
Noninterest expenses
202 377 324 903
Total inter-segment expenses
202 615 324 1,141
Total expenses
44,496 (2,028 ) 1,143 43,611
Income (loss) before taxes
$ 7,194 $ 5,753 $ (413 ) $ 12,534
Provision for income taxes
4,312
Consolidated net income
$ 8,222
Capital expenditures
$ 1,463 $ 122 $ 2 $ 1,587
As of December 31, 2010
Cash and cash equivalents
$ 62,383 $ 271,168 $ 1,244 $ 334,795
Other segment assets
3,450,091 13,311 673 3,464,075
Total segment assets
$ 3,512,474 $ 284,479 $ 1,917 $ 3,798,870

21



For the nine months ended September 30, 2011
WSFS Bank
Cash Connect
Trust &
Wealth
Management
Total
(In Thousands)
External customer revenues:
Interest income
$ 119,057 $ - $ - $ 119,057
Noninterest income
27,117 11,484 7,991 46,592
Total external customer revenues
146,174 11,484 7,991 165,649
Inter-segment revenues:
Interest income
913 - 3,132 4,045
Noninterest income
2,486 524 - 3,010
Total inter-segment revenues
3,399 524 3,132 7,055
Total revenue
149,573 12,008 11,123 172,704
External customer expenses:
Interest expense
25,436 - - 25,436
Noninterest expenses
81,101 5,824 7,526 94,451
Provision for loan loss
21,048 - - 21,048
Total external customer expenses
127,585 5,824 7,526 140,935
Inter-segment expenses
Interest expense
3,132 913 - 4,045
Noninterest expenses
524 1,162 1,324 3,010
Total inter-segment expenses
3,656 2,075 1,324 7,055
Total expenses
131,241 7,899 8,850 147,990
Income before taxes
$ 18,332 $ 4,109 $ 2,273 $ 24,714
Income tax provision
8,199
Consolidated net income
$ 16,515
Capital expenditures
$ 6,768 $ 1,014 $ 308 $ 8,090
As of September 30, 2011
Cash and cash equivalents
$ 77,310 $ 383,358 $ 2,885 $ 463,553
Other segment assets
3,692,851 22,148 10,188 3,725,187
Total segment assets
$ 3,770,161 $ 405,506 $ 13,073 $ 4,188,740

22



For the nine months ended September 30, 2010
WSFS Bank
Cash Connect
Trust & Wealth Management
Total
( In Thousands)
External customer revenues:
Interest income
$ 122,591 $ - $ - $ 122,591
Noninterest income
25,794 9,983 2,225 38,002
Total external customer revenues
148,385 9,983 2,225 160,593
Inter-segment revenues:
Interest income
685 - - 685
Noninterest income
2,130 577 - 2,707
Total inter-segment revenues
2,815 577 - 3,392
Total revenue
151,200 10,560 2,225 163,985
External customer expenses:
Interest expense
32,373 - - 32,373
Noninterest expenses
72,470 4,470 2,524 79,464
Provision for loan loss
31,980 - - 31,980
Total external customer expenses
136,823 4,470 2,524 143,817
Inter-segment expenses
Interest expense
- 685 - 685
Noninterest expenses
577 1,110 1,020 2,707
Total inter-segment expenses
577 1,795 1,020 3,392
Total expenses
137,400 6,265 3,544 147,209
Income (loss) before taxes
$ 13,800 $ 4,295 $ (1,319 ) $ 16,776
Income tax provision
4,739
Consolidated net income
$ 12,037
Capital expenditures
$ 4,533 $ 129 $ 2 $ 4,664
As of December 31, 2010
Cash and cash equivalents
$ 62,383 $ 271,168 $ 1,244 $ 334,795
Other segment assets
3,450,091 13,311 673 3,464,075
Total segment assets
$ 3,512,474 $ 284,479 $ 1,917 $ 3,798,870

23


9. FAIR VALUE OF FINANCIAL INSTRUMENTS

The reported fair values of financial instruments are based on a variety of factors. In certain cases, fair values represent quoted market prices for identical or comparable instruments. In other cases, fair values have been estimated based on assumptions regarding the amount and timing of estimated future cash flows that are discounted to reflect current market rates and varying degrees of risk. Accordingly, the fair values may not represent actual values of the financial instruments that could have been realized as of period-end or that will be realized in the future.

The following methods and assumptions were used to estimate the fair value of each class of financial instruments for which it is practicable to estimate that value:

Cash and Short-Term Investments: For cash and short-term investments, including due from banks, federal funds sold, securities purchased under agreements to resell and interest-bearing deposits with other banks, the carrying amount is a reasonable estimate of fair value.

Investments and Mortgage-Backed Securities: Fair value of investment and mortgage-backed securities is based on quoted market prices, where available. If a quoted market price is not available, fair value is estimated using quoted prices for similar securities or through internally developed models. The fair value of our investment in reverse mortgages is based on the net present value of estimated cash flows, which have been updated to reflect recent external appraisals of the underlying collateral. For additional discussion of our mortgage-backed securities-trading or our internally developed models, see Note 10, Fair Value of Financial Assets, to the Consolidated Financial Statements.

Loans: Fair values are estimated for portfolios of loans with similar financial characteristics. Loans are segregated by type: commercial, commercial mortgages, construction, residential mortgages and consumer. For loans that reprice frequently, the book value approximates fair value. The fair values of other types of loans are estimated by discounting expected cash flows using the current rates at which similar loans would be made to borrowers with comparable credit ratings and for similar remaining maturities. The fair value of nonperforming loans is based on recent external appraisals of the underlying collateral. Estimated cash flows, discounted using a rate commensurate with current rates and the risk associated with the estimated cash flows, are utilized if appraisals are not available.  This technique does not contemplate an exit price.

Bank-Owned Life Insurance: The estimated fair value approximates the book value for this investment.

Stock in the Federal Home Loan Bank of Pittsburgh: The fair value of FHLB stock is assumed to be essentially equal to its cost.  We carry FHLB stock at cost, or par value, and evaluate FHLB stock for impairment based on the ultimate recoverability of par value rather than by recognizing temporary declines in value.  As part of the impairment assessment of FHLB stock, management considers, among other things, (i) the significance and length of time of any declines in net assets of the FHLB compared to its capital stock, (ii) commitments by the FHLB to make payments required by law or regulations and the level of such payments in relation to its operating performance, (iii) the impact of legislative and regulatory changes on FHLB, the FHLB has access to the U.S. Government-Sponsored Enterprise Credit Facility, a secured lending facility that serves as a liquidity backstop, substantially reducing the likelihood that the FHLB would need to sell securities to raise liquidity and, thereby, cause the realization of large economic losses.  On August 8, 2011, Standard & Poors (“S&P”) downgraded the FHLB from AAA to AA+, similar to their downgrade of the U.S. sovereign rating.  The reduction in the FHLB credit rating was due to the belief, by S&P, that the FHLB system is certain to receive U.S. government support, if necessary, resulting from the important role the FHLB system plays as primary liquidity providers to U.S. mortgage and housing-market participants.  Despite the downgrade, the FHLB continues to have a very high degree of government support and was in compliance with all regulatory capital requirements as of September 30, 2011.  As a result, we have determined there was no other-than-temporary impairment related to our FHLB stock investment as of September 30, 2011.

Demand Deposits, Savings Deposits and Time Deposits: The fair value of demand deposits and savings deposits is determined by projecting future cash flows using an estimated economic life based on account characteristics.  The resulting cash flow is discounted using rates available on alternative funding sources.  The fair value of time deposits is estimated using the rate and maturity characteristics of the deposits to estimate their cash flow.  The cash flow is discounted at rates for similar term wholesale funding.

Borrowed Funds: Rates currently available to us for debt with similar terms and remaining maturities are used to estimate fair value of existing debt.

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Off-Balance Sheet Instruments: The fair value of off-balance sheet instruments, including commitments to extend credit and standby letters of credit, is estimated using the fees currently charged to enter into similar agreements with comparable remaining terms and reflects the present creditworthiness of the counterparties.

The book value and estimated fair value of our financial instruments are as follows:

September 30, 2011
December 31, 2010
Book Value
Fair Value
Book Value
Fair Value
(In Thousands)
Financial assets:
Cash and cash equivalents
$ 463,553 $ 463,553 $ 376,759 $ 376,759
Investment securities
48,092 48,093 52,451 52,428
Mortgage-backed securities
784,940 784,940 713,358 713,358
Loans, net
2,650,005 2,691,521 2,575,890 2,586,669
Stock in Federal Home Loan Bank of Pittsburgh
37,638 37,638 37,536 37,536
Accrued interest receivable
11,326 11,326 11,765 11,765
Financial liabilities:
Deposits
2,952,053 2,906,435 2,810,744 2,826,515
Borrowed funds
805,070 806,989 747,606 751,970
Accrued interest payable
8,533 8,533 3,317 3,317
The estimated fair value of our off-balance sheet financial instruments is as follows:
September 30, 2011
December 31, 2010
(In Thousands)
Off-balance sheet instruments:
Commitments to extend credit
$ 4,186 $ 3,729
Standby letters of credit
108 210

10.  FAIR VALUE OF FINANCIAL ASSETS
Effective January 1, 2008, we adopted the provisions of FASB ASC 820-10 (“ASC 820-10”) (formerly SFAS No. 157, Fair Value Measurements and Financial Accounting Standards Board Staff Position (FSP) No. 157-2, Effective Date of FASB Statement No. 157 ), for financial assets and financial liabilities. This adoption did not have a material impact on our financial statements.
ASC 820-10 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. ASC 820-10 establishes a fair value hierarchy that prioritizes the use of inputs used in valuation methodologies into the following three levels:

Level 1: Inputs to the valuation methodology are quoted prices, unadjusted, for identical assets or liabilities in active markets. 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.

Level 2: 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 are derived principally from or can be corroborated by observable market data by correlation or other means.

Level 3: Inputs to the valuation methodology are unobservable and significant to the fair value measurement. Level

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3 assets and liabilities include financial instruments whose value is determined using discounted cash flow methodologies, as well as instruments for which the determination of fair value requires significant management judgment or estimation.

A description of the valuation methodologies used for instruments measured at fair value, as well as the general classification of such instruments pursuant to the valuation hierarchy, is set forth below.  The table below presents the balances of assets measured at fair value as of September 30, 2011 (there are no material liabilities measured at fair value):
Quoted
Prices in
Active
Markets for
Identical Asset
Significant
Other
Observable
Inputs
Significant Unobservable Inputs
Total
Description
(Level 1)
(Level 2)
(Level 3)
Fair Value
(in Thousands)
Assets Measured at Fair Value on a Recurring Basis
Available-for-sale securities:
Collateralized mortgage obligations
$ $ 330,431 $ 3,616 $ 334,047
FNMA
302,886 302,886
FHLMC
74,255 74,255
GNMA
61,320 61,320
U.S. Government and agencies
44,095 44,095
State and political subdivisions
4,196 4,196
Reverse mortgages
(418 ) (418 )
Trading Securities
12,432 12,432
Total assets measured at fair value on a recurring basis
$ $ 817,183 $ 15,630 $ 832,813
Assets Measu re d at Fair Value on a Nonrecurring Basis
Other real estate owned
$ $ 11,880 $ $ 11,880
Impaired Loans (collateral dependent)
76,772 76,772
Total assets measured at fair value on a nonrecurring
$ $ 88,652
basis
$ $ 88,652



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The table below presents the balances of assets measured at fair value as of December 31, 2010 (there are no material liabilities measured at fair value):
Quoted
Prices in
Active
Markets for
Identical Asset
Significant
Other
Observable
Inputs
Significant Unobservable Inputs
Total
Description
(Level 1)
(Level 2)
(Level 3)
Fair Value
(in Thousands)
Assets Measured at Fair Value on a Recurring Basis
Available-for-sale securities:
Collateralized mortgage obligations
$ $ 500,034 $ $ 500,034
FNMA
90,048 90,048
FHLMC
44,440 44,440
GNMA
66,404 66,404
U.S. Government and agencies
50,003 50,003
State and political subdivisions
2,915 2,915
Reverse mortgages
(686 ) (686 )
Trading Securities
12,432 12,432
Total assets measured at fair value on a recurring basis
$ $ 753,844 $ 11,746 $ 765,590
Assets Measured at Fair Value on a Nonrecurring Basis
Other real estate owned
$ $ 9,024 $ $ 9,024
Impaired Loans (collateral dependent)
71,805 71,805
Total assets measured at fair value on a nonrecurring
$ $ 80,829
basis
$ $ 80,829

Fair value is based upon quoted market prices, where available. If such quoted market prices are not available, fair value is based upon internally developed models or obtained from third parties that primarily use, as inputs, observable market-based parameters. Valuation adjustments may be made to ensure that financial instruments are recorded at fair value. These adjustments may include unobservable parameters. Our valuation methodologies may produce a fair value calculation that may not be indicative of net realizable value or reflective of future fair values. While we believe our valuation methodologies are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different estimate of fair value at the reporting date.
Available- for-sale securities . As of September 30, 2011, securities classified as available for sale are reported at fair value using both Level 2 and Level 3 inputs.  Included in the Level 2 total are approximately $44.1 million in Federal Agency debentures, $587.5 million in Federal Agency MBS, $181.4 million of Private Label MBS, and $4.2 million in municipal bonds.  Agency and MBS securities are predominately AAA-rated.  We believe that this Level 2 designation is appropriate for these securities under ASC 820-10 as, with almost all fixed income securities, none are exchange traded, and all are priced by correlation to observed market data.  For these securities we obtain fair value measurements from an independent pricing service.  The fair value measurements consider observable data that may include dealer quotes, market spreads, cash flows, U.S. government and agency yield curves, live trading levels, trade execution data, market consensus prepayment speeds, credit information, and the security's terms and conditions, among other factors.  Included in the Level 3 total is a small equity traunche of a reverse mortgage security purchased on July 15, 2011.  This security is Level 3 because there is no active market for this security and no observable inputs that reflect quoted prices for identical assets in active markets (Level 1) or inputs other than quoted prices that are observable for the asset through corroboration with observable market data (Level 2).  In order to establish the fair value for a Level 3 asset a "mark-to-model" has been developed using the income

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approach described in ASC 820-10-35-32 and is similar to the methodology used to value our trading securities described below.
Trading securities . The amount included in the trading securities category represents the fair value of a BBB-rated traunche of a reverse mortgage security. There has never been an active market for these securities. As such, we classify these trading securities as Level 3 under ASC 820-10. As prescribed by ASC 820-10 management used various observable and unobservable inputs to develop a range of likely fair value prices where this security would be exchanged in an orderly transaction between market participants at the measurement date.   The unobservable inputs reflect management’s assumptions about the assumptions that market participants would use in pricing this asset. Included in these inputs were the median of a selection of other BBB-rated securities as well as quoted market prices from higher rated traunches of this asset class. As a result, the value assigned to this security is determined primarily through a discounted cash flow analysis. All of these assumptions require a significant degree of management judgment.

Reverse Mortgages. The amount of our investment in reverse mortgages represents the estimated value of future cash flows of the reverse mortgages at a rate deemed appropriate for these mortgages, based on the market rate for similar collateral.  The projected cash flows depend on assumptions about life expectancy of the mortgagor and the future changes in collateral values.  Due to the significant amount of management judgment and the unobservable input calculations, these reverse mortgages have been classified as Level 3.

The changes in Level 3 assets measured at fair value are summarized as follows:
Available-
Trading
Reverse
for-sale
Securities
Mortgages
Securities
Total
(In Thousands)
Balance at December 31, 2009
$ 12,183 $ (530 ) $ $ 11,653
Total net income (losses) for the period included in net income
249 (287 ) (38 )
Purchases, sales, issuances, and settlements, net
131 131
Balance at December 31, 2010
$ 12,432 $ (686 ) $ 11,746
Total net income (losses) for the period included in net income
(128 ) 120 (8 )
Purchases, sales, issuances, and settlements, net
396 2,629 3,025
Mark-to-market adjustment
867 867
Balance at September 30, 2011
$ 12,432 $ (418 ) $ 3,616 $ 15,630

Other real estate owned. Other real estate owned consists of loan collateral which has been repossessed through foreclosure or other measures.  Initially, foreclosed assets are recorded as held for sale at the lower of the loan balance or fair value of the collateral less estimated selling costs.  Subsequent to foreclosure, valuations are updated periodically and the assets may be marked down further, reflecting a new cost basis.  The fair value of our real estate owned was estimated using Level 2 inputs based on appraisals obtained from third parties.

Impaired loans. Impaired loans, which are measured for impairment using the fair value of the collateral for collateral dependent loans, had a gross amount of $84.1 million and $83.8 million at September 30, 2011 and December 31, 2010, respectively.  The valuation allowance on impaired loans was $7.3 million as of September 30, 2011 and $12.0 million as of December 31, 2010.  During the three and nine months ended September 30, 2011, we recorded net decreases of $1.7 million and $4.7 million, respectively, in our allowance for loan loss as a result of adjusting the carrying value and estimated fair value on these collateral dependent impaired loans.
11. INDEMNIFICATIONS AND GUARANTEES

Secondary Market Loan Sales .  We generally do not sell loans with recourse except to the extent arising from standard loan sale contract provisions covering violations of representations and warranties and, under certain circumstances first payment defaults by borrowers.  These are customary repurchase provisions in the secondary market for conforming mortgage loan sales.  These indemnifications may include our repurchase of the loans.  Repurchases and losses are rare, and no provision is made for the losses at the time of sale.  During the third quarter of 2011, we had no repurchases under these indemnifications.

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We typically sell fixed-rate, conforming first mortgage loans (including reverse mortgages) in the secondary market as part of our ongoing asset/liability management program.  Loans held-for-sale are carried at the lower of cost or market of the aggregate or in some cases individual loans.  Gains and losses on sales of loans are recognized at the time of the sale.

Swap Guarantees. We entered into agreements with three unrelated financial institutions whereby those financial institutions entered into interest rate derivative contracts (interest rate swap transactions) with customers referred to them by us.  By the terms of the agreements, those financial institutions have recourse to us for any exposure created under each swap transaction in the event the customer defaults on the swap agreement and the agreement is in a paying position to the third-party financial institution.  This is a customary arrangement that allows smaller financial institutions like us to provide access to interest rate swap transactions for our customers without creating the swap ourselves.

At September 30, 2011 there were 71 variable-rate swap transactions between the third party financial institutions and our customers, compared to 57 at December 31, 2010.  The initial notional amount aggregated approximately $289.1 million at September 30, 2011 compared with $236.1 million at December 31, 2010.  At September 30, 2011 maturities ranged from approximately one year to 14 years.  The aggregate market value of these swaps to the customers was a liability of $32.3 million at September 30, 2011 and $16.9 million at December 31, 2010.  No reserves are needed for these guarantees as it is not probable that we would have any contingent liability for a loss on the obligations.

12.  ASSOCIATE (EMPLOYEE) BENEFIT PLANS

Postretirement Benefits

We share certain costs of providing health and life insurance benefits to retired Associates (and their eligible dependents). Substantially all Associates may become eligible for these benefits if they reach normal retirement age while working for us.

We account for our obligations under the provisions of FASB ASC 715, Compensation – Retirement Benefits (“ASC 715”) (Formerly SFAS No. 106, Employers’ Accounting for Postretirement Benefits Other Than Pensions ). ASC 715 requires that the costs of these benefits be recognized over an Associate’s active working career.  Disclosures are in accordance with ASC 715.

The following disclosures of the net periodic benefit cost components of postretirement benefits were measured at January 1, 2011 and 2010:
Three months ended
Nine months ended
September 30,
September 30,
2011
2010
2011
2010
(In Thousands)
Service cost
$ 52 $ 43 $ 156 $ 128
Interest cost
41 38 125 114
Amortization of transition obligation
15 15 45 45
Net loss recognition
8 3 24 9
Net periodic benefit cost
$ 116 $ 99 $ 350 $ 296

13.  NONINTEREST EXPENSES

During the nine months ended September 30, 2011 and 2010, we recorded $780,000 (including $334,000 in the first quarter of 2011 and $446,000 in the second quarter of 2011) and $311,000 (including $168,000 in the second quarter of 2010 and $143,000 in the third quarter of 2010), respectively, in non-routine charges related to the acquisition and integration of Christiana Bank & Trust.  These expenses mainly reflected salaries, benefits and other compensation, data processing and operations expenses and professional fees.

During the nine months ended September 30, 2010, we recorded a $4.5 million non-routine charge and subsequent complete recovery.  On February 19, 2010, we reported in a regulatory filing that an executive of an armored car company

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that served as a vendor for several of Cash Connect’s customers, engaged in embezzlement.  In the first quarter of 2010, we recorded a $4.5 million loss related to funds not immediately recoverable by Cash Connect.  These funds were fully recovered during the third quarter of 2010.

14. STOCK AND COMMON STOCK WARRANTS

In August 2010, we completed an underwritten public offering of 1,370,000 shares of common stock.  The offering was priced at $36.50 per share, a slight premium to the prior day’s closing price, and raised $47.1 million net of $2.9 million of costs.

On September 24, 2009 we completed a private placement of stock to Peninsula Investment Partners, L.P., pursuant to which we issued and sold 862,069 shares of common stock for a total purchase price of $25.0 million, and a 10-year warrant to purchase 129,310 shares of common stock at an exercise price of $29.00 per share.  The warrant is immediately exercisable.

Total proceeds of $25.0 million were allocated, based on the relative fair value of the common stock and common stock warrants, to common stock for $23.5 million and common stock warrants for $1.5 million on September 24, 2009.

On January 23, 2009, we entered into a purchase agreement with the U.S. Treasury pursuant to which we issued and sold 52,625 shares of our fixed-rate cumulative perpetual preferred stock for a total purchase price of $52.6 million, and a 10-year warrant to purchase 175,105 shares of common stock at an exercise price of $45.08 per share.  We will pay the Treasury Department a five percent dividend annually for each of the first five years of the investment and a nine percent dividend thereafter until the shares are redeemed.  The cumulative dividend for the preferred stock is accrued for and payable on February 15, May 15, August 15 and November 15 of each year.  We declared and paid $2.0 million in preferred stock dividends during the nine months ended September 30, 2011.

Based on the relative fair value of the preferred stock and common stock warrants on January 23, 2009, the total proceeds of $52.6 million were allocated to preferred stock for $51.9 million and common stock for $693,000.  The preferred stock discount is being accreted, on an effective yield method, to preferred stock over five years.  We have accreted a total of $104,000 during the nine months ended September 30, 2011, relating to the discount on preferred stock.

The preferred stock is nonvoting, except for class voting rights on certain matters that could adversely affect the shares.  They may be redeemed by us for the liquidation preference ($1,000 per share), plus accrued but unpaid dividends, with the Treasury’s approval.  The warrant is exercisable immediately and subject to certain anti-dilution and other adjustments.

15. GOODWILL

On December 3, 2010, we completed the acquisition of CB&T for a cash purchase price of $34.5 million.  The acquisition of CB&T was accounted for using the acquisition method of accounting and, accordingly, assets acquired and liabilities assumed were recorded at their estimated fair values as of the acquisition date.  The excess cash paid over the fair value of net assets acquired was recorded as goodwill in the amount of $17.3 million, which, for tax purposes is being amortized over 15 years, as we have made an election for income tax purposes to treat the acquisition as a taxable purchase of assets.  We also recorded $3.1 million of other intangible assets and $1.9 million in core deposit intangibles (“CDI”).  The intangible assets are being amortized over periods ranging from 2 to 7.5 years using straight-line methods and the CDI is being amortized over a period of 10 years using a declining balance method.  Both of these items are also being amortized over 15 years for tax purposes.  The goodwill and intangibles have been allocated between the WSFS Bank and Trust and Wealth Management segments.

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The following table details the effect on goodwill from the changes in estimates of the fair values of the assets acquired and liabilities assumed from the amounts originally reported on the Form 10-K for the year ended December 31, 2010 (in thousands):

Goodwill resulting from CB&T acquisition reported on Form 10-K for the
year ended December 31, 2010
$
15,876
Effect of adjustments to:
Loans
801
Premises and equipment
250
Other liabilities, net
350
Adjusted goodwill resulting from acquisition of CB&T as of September 30, 2011
$
17,277
16. LEGAL PROCEEDINGS
As disclosed in previous filings, we were served with a complaint filed in U.S. Bankruptcy Court by a bankruptcy trustee relating to a former WSFS Bank customer.  The complaint challenges the Bank’s actions in exercising its rights concerning an outstanding loan and also seeks to avoid and recover the pre-bankruptcy repayment of that loan.  Management of the Bank believes it acted appropriately and will vigorously defend itself against the complaint.  No litigation reserve has been recorded as it is not yet possible to establish the probability of or reasonably estimate a potential loss.  Our insurance carrier has preliminarily determined our future litigation defense costs are covered by an insurance policy we have for such matters.



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ITEM 2. MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

GENERAL

WSFS Financial Corporation is parent to Wilmington Savings Fund Society, FSB (“WSFS Bank” or the “Bank”), the seventh oldest bank and trust in the United States continuously operating under the same name. A permanent fixture in the community, WSFS has been in operation for more than 179 years. In addition to its focus on stellar customer service, the Bank has continued to fuel growth and remain a leader in our community. We are a relationship-focused, locally-managed, community banking institution that has grown to become the largest thrift holding company in the State of Delaware, one of the top commercial lenders in the state, the third largest bank in terms of Delaware deposits and one of the top 100 trust companies in the country.  We state our mission simply: We Stand for Service and Strengthening Our Communities.

Our core banking business is commercial lending funded by customer-generated deposits. We have built a $2.1 billion commercial loan portfolio by recruiting the best seasoned commercial lenders in our markets and offering a high level of service and flexibility typically associated with a community bank. We fund this business primarily with deposits generated through commercial relationships and retail deposits.  We service our customers primarily from our 48 offices located in Delaware (38), Pennsylvania (8), Virginia (1) and Nevada (1). We also offer a broad variety of consumer loan products, retail securities and insurance brokerage through our retail branches.

We have two consolidated subsidiaries, WSFS Bank and Montchanin Capital Management, Inc. (“Montchanin”) and one unconsolidated affiliate, WSFS Capital Trust III (“the Trust”).

WSFS Bank has two wholly owned subsidiaries, WSFS Investment Group, Inc. and Monarch Entity Services, LLC (“Monarch”).  WSFS Investment Group, Inc., markets various third-party investment and insurance products, such as single-premium annuities, whole life policies and securities primarily through the Bank’s retail banking system and directly to the public.  Monarch provides commercial domicile services which include employees, directors, sublease of office facilities and registered agent services in Delaware and Nevada.

Our Cash Connect division is a premier provider of ATM Vault Cash and related services in the United States. Cash Connect manages nearly $400 million in vault cash in more than 11,500 ATMs nationwide and also provides online reporting and ATM cash management, predictive cash ordering, armored carrier management, ATM processing and equipment sales. Cash Connect also operates over 400 ATMs for WSFS Bank, which has, by far, the largest branded ATM network in Delaware.

In 2010 we acquired Christiana Bank & Trust Company (“CB&T”) and established our Christiana Trust division.  The Christiana Trust division provides investment, fiduciary, agency and commercial domicile services to local, national and international customers by making use of the advantages of its facilities in Delaware and Nevada.  These services are provided to individuals and families, as well as corporations and institutions.

Montchanin provides asset management services in our primary market area through its wholly owned subsidiary, Cypress Capital Management, LLC (“Cypress”).  Cypress is a Wilmington-based investment advisory firm servicing high net-worth individuals and institutions.

Combined, the Christiana Trust division and Montchanin service approximately $9.3 billion in fiduciary assets, including approximately $1 billion in assets under management at September 30, 2011.

Until July 21, 2011, WSFS Financial Corporation and WSFS Bank were regulated by the Office of Thrift Supervision.  As of July 21, 2011, WSFS Financial Corporation’s primary federal regulator became the Federal Reserve and WSFS Bank’s primary federal regulator became the Office of the Comptroller of the Currency. While we do not anticipate the change in primary regulators will have a material impact on our operations, there can be no assurance that the interpretation by these agencies of the regulations governing our business will not be different than that of the Office of Thrift Supervision which may affect the manner in which we conduct our business in the future.


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FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q, and exhibits thereto, contains estimates, predictions, opinions, projections and other statements that may be interpreted as “forward-looking statements” as that phrase is defined in the Private Securities Litigation Reform Act of 1995.  Such statements include, without limitation, references to our financial goals, management’s plans and objectives for future operations, financial and business trends, business prospects, and management’s outlook or expectations for earnings, revenues, expenses, capital levels, liquidity levels, asset quality or other future financial or business performance, strategies or expectations.  Such forward-looking statements are based on various assumptions (some of which may be beyond the Company’s control) and are subject to risks and uncertainties (which change over time) and other factors which could cause actual results to differ materially from those currently anticipated.  Such risks and uncertainties include, but are not limited to, those related to the economic environment, particularly in the market areas in which the Company operates; the volatility of the financial and securities markets, including changes with respect to the market value of financial assets; changes in market interest rates, changes in government regulation affecting financial institutions, including the Dodd-Frank Wall Street Reform and Consumer Protection Act and the rules being issued in accordance with this statute and potential expenses associated therewith; changes resulting from our participation in the CPP including additional conditions that may be imposed in the future on participating companies; and the costs associated with resolving any problem loans and other risks and uncertainties, discussed in documents filed by WSFS Financial Corporation with the Securities and Exchange Commission from time to time.  Forward looking statements are as of the date they are made, and the Company does not undertake to update any forward-looking statement, whether written or oral, that may be made from time to time by or on behalf of the Company.
CRITICAL ACCOUNTING POLICIES

The discussion and analysis of the financial condition and results of operations are based on the Consolidated Financial Statements, which are prepared in conformity with U.S. generally accepted accounting principles. The preparation of these Consolidated Financial Statements requires us to make estimates and assumptions affecting the reported amounts of assets, liabilities, revenue and expenses. We regularly evaluate these estimates and assumptions including those related to the allowance for loan losses, deferred taxes, fair value measurements, goodwill and other intangible assets. We base our estimates on historical experience and various other factors and assumptions that are believed to be reasonable under the circumstances. These form the basis for making judgments on the carrying value of assets and liabilities that are not readily apparent from other sources.  Although our current estimates contemplate current economic conditions and how we expect them to change in the future, for the remainder of 2011, it is reasonably possible that actual conditions may be worse than anticipated in those estimates, which could materially affect our results of operations and financial condition.  Actual results may differ from these estimates under different assumptions or conditions.

The following are critical accounting policies that involve more significant judgments and estimates.  See further discussion of these critical accounting policies in the 2010 Annual Report on Form 10-K.

Allowance for Loan Losses

We maintain allowances for loan losses and charge losses to these allowances when realized. We consider the determination of the allowance for loan losses to be critical because it requires significant judgment reflecting our best estimate of impairment related to specifically evaluated impaired loans as well as the inherent risk of loss for those in the remaining loan portfolio.  Our evaluation is based upon a continuing review of the portfolio, with consideration given to evaluations resulting from examinations performed by regulatory authorities.

Deferred Taxes

We account for income taxes in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 740, Income Taxes (“ASC 740”), which requires the recording of deferred income taxes that reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. We consider our accounting policies on deferred taxes to be critical because we regularly assess the need for valuation allowances on deferred income tax assets that may result from, among other things, limitations imposed by Internal Revenue Code and uncertainties, including the timing of settlement and realization of these differences.  No valuation allowance is required as of September 30, 2011.

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Fair Value Measurements

We adopted FASB ASC 820-10 Fair Value Measurements and Disclosures (“ASC 820”), which defines fair value, establishes a framework for measuring fair value under GAAP, and expands disclosures about fair value measurements.  We consider our accounting policies related to fair value measurements to be critical because they are important to the portrayal of our financial condition and results, and they require our subjective and complex judgment as a result of the need to make estimates about the effects of matters that are inherently uncertain.  See Note 10-Fair Value of Financial Assets to our Consolidated Financial Statements.

Goodwill and Other Intangible Assets
In accordance with FASB ASC 805, Business Combinations , and FASB ASC 350, Intangibles—Goodwill and Other , all assets and liabilities acquired in purchase acquisitions, including goodwill, indefinite-lived intangibles and other intangibles are recorded at fair value. We consider our accounting policies related to goodwill and other intangible assets to be critical because the assumptions or judgment used in determining the fair value of assets and liabilities acquired in past acquisitions are subjective and complex. As a result, changes in these assumptions or judgment could have a significant impact on our financial condition or results of operations.
The fair value of acquired assets and liabilities, including the resulting goodwill, was based either on quoted market prices or provided by other third-party sources, when available. When third-party information was not available we made good-faith estimates primarily through the use of internal cash flow modeling techniques. The assumptions used in the cash flow modeling are subjective and susceptible to significant changes.

Goodwill and other intangible assets with indefinite useful lives are tested for impairment at least annually and written down and charged to results of operations only in periods in which the recorded value is more than the estimated fair value. Intangible assets that have finite useful lives will continue to be amortized over their useful lives and are periodically evaluated for impairment. As of September 30, 2011, goodwill totaled $28.1million, the majority of which is in the WSFS Bank reporting unit and is the result of a multi-branch acquisition in 2008 and the acquisition of CB&T during 2010.  In addition, and mainly as a result of the CB&T acquisition, amortizing intangibles totaled $6.4 million as of September 30, 2011.
Goodwill was tested for impairment at December 31, 2010 using a two-step process that began with an estimation of fair value. The first step compared the estimated fair value of our reporting units with their carrying amounts, including goodwill.  The estimated fair value exceeded its carrying amount; goodwill was not considered impaired. However, if the carrying amount exceeded its estimated fair value, a second step would be performed comparing the implied fair value to the carrying amount of goodwill. An impairment loss would be recorded to the extent that the carrying amount of goodwill exceeds its implied fair value.

Fair value may be determined using market prices, comparison to similar assets, market multiples, discounted cash flow analyses and other variables. Estimated cash flows extend five years into the future and, by their nature, are difficult to estimate over such an extended period of time. Factors that may significantly affect estimates include, but are not limited to, balance sheet growth assumptions, credit losses in our investment and loan portfolios, competitive pressures in our market area, changes in customer base and customer product preferences, changes in revenue growth trends, cost structure, changes in discount rates, conditions in the banking sector and general economic variables.

Goodwill and intangibles are also tested for impairment between annual tests if an event occurs or circumstances change that would cause a reduction in the fair value below its carrying value.  As of December 31, 2010, we completed the Step One test of the analysis to determine potential goodwill impairment of the WSFS Bank reporting unit.  The valuation incorporated a market-based analysis and indicated the fair value of our WSFS Bank reporting unit was 43% above the carrying amount.  Therefore, in accordance with FASB ASC 350-20-35-6, the Step Two analysis was not required.
At September 30, 2011, no events occurred that would cause a reduction in the fair value below its carrying value and therefore goodwill and other intangible assets were not considered impaired.  Changing economic conditions that may adversely affect our performance and stock price could result in impairment, which could adversely affect earnings in the future.

34


FINANCIAL CONDITION, CAPITAL RESOURCES AND LIQUIDITY

Financial Condition

Our total assets increased $235.0 million during the nine months ended September 30, 2011 to $4.2 billion.  Cash and cash equivalents increased $86.8 million, or 23%, as a result of growth in our Cash Connect division.  Mortgage-backed securities increased $71.4 million or 10%.  Loans increased $74.1 million from December 31, 2010 mainly due to an increase in C&I loans which grew $159.5 million, or 13%, as a result of our focus on franchise growth.  This growth in commercial and industrial (C&I) loans was offset by intentional reductions of $31.9 million in residential mortgage loans, $29.2 million in construction loans balances, and a decrease in commercial real estate loans of $18.1 million during 2011.

Our credit policy includes a “House Limit” to one borrowing relationship of $25 million.  The “House Limit” is restricted to a total of ten relationships and an aggregate exposure not to exceed 10% of our total Tier 1 capital plus our allowance for loan losses.  Such exceptions are approved only in rare circumstances.  Currently we have two relationships that exceed this limit and were approved because either the relationship contained several loans/borrowers that have no economic relationship (typically real estate investors with amounts diversified across a number of properties) or the exposure was marginally in excess of the “House Limit” and the credit profile was deemed strong.

Total liabilities increased $215.8 million between December 31, 2010 and September 30, 2011 to $3.8 billion.  This increase was mainly due to savings deposits which increased $120.2 million, or 47%.  Interest-bearing and noninterest-bearing demand deposits increased $70.4 million, or 9%.  Jumbo certificates of deposit also increased $26.9 million, or 9%.  Time deposits decreased by $41.9 million, or 9%.  Federal Home Loan Bank advances increased $79.8 million, or 16%, offset by other borrowed funds which decreased $22.4 million, or 24%.

As we have continued to establish ourselves as a full service bank, and a premier bank in our markets, our level of public funding, trust and large commercial accounts has increased significantly.  These account balances may add more seasonality and uneven trends to our deposit flows.  As of September 30, 2011, our top ten depositors represented approximately 11% of our total customer funding.

Capital Resources

Stockholders’ equity increased $19.4 million between December 31, 2010 and September 30, 2011.  This increase was mainly due to net income of $16.5 million as well as an increase of $5.8 million in the value of our available-for-sale securities portfolio.  Partially offsetting these increases was the payment of common and preferred dividends of $5.1 million during the nine months ended September 30, 2011.

Book value per common share was $44.97 at September 30, 2011 an increase of $1.82 from $43.15 reported at December 31, 2010.  Tangible common book value per common share (a non-GAAP measurement) was $34.88 at September 30, 2011, an increase of $1.85, or 6% from $33.03 reported at December 31, 2010.

Below is a table comparing the Bank’s consolidated capital position to the minimum regulatory requirements as of September 30, 2011:
Consolidated
Bank Capital
For Capital
Adequacy Purposes
To be Well-Capitalized
Under Prompt Corrective
Action Provisions
% of
% of
% of
(dollars in thousands)
Amount
Assets
Amount
Assets
Amount
Assets
Total Capital (to Risk-Weighted Assets)
$ 426,868 13.52 % $ 252,576 8.00 % $ 315,720 10.00 %
Core Capital (to Adjusted Total Assets)
387,325 9.35 165,737 4.00 207,171 5.00
Tangible Capital (to Tangible Assets)
387,325 9.35 62,151 1.50 N/A N/A
Tier 1 Capital (to Risk-Weighted  Assets)
387,325 12.27 126,288 4.00 189,432 6.00


35


Under guidelines issued by banking regulators, savings institutions such as the Bank must maintain “tangible” capital equal to 1.5% of adjusted total assets, “core” capital equal to 4.0% of adjusted total assets, “Tier 1” capital equal to 4.0% of risk weighted assets and “total” or “risk-based” capital (a combination of core and “supplementary” capital) equal to 8.0% of risk-weighted assets. Failure to meet minimum capital requirements can initiate certain mandatory actions and possibly additional discretionary actions by regulators that, if undertaken, could have a direct material effect on our bank’s financial statements.

At September 30, 2011, the Bank was in compliance with regulatory capital requirements and was considered a “well-capitalized” institution.  The Bank’s core capital ratio of 9.35%, Tier 1 capital ratio of 12.27% and total risk based capital ratio of 13.52%, all remain substantially in excess of “well-capitalized” regulatory benchmarks, the highest regulatory capital rating.  In addition, and not included in Bank capital, the holding company held $13.3 million in cash to support dividends, acquisitions, strategic growth plans, and help fund the eventual repurchase of securities sold to the Treasury under the CPP Plan, which would require regulatory approval.
Recently Issued Guidance on Federal Debt

On August 5, 2011, Standard and Poor’s rating agency lowered the long-term rating of the U.S. government and federal agencies from AAA to AA+. In a joint press release issued by the Board of Governors of the Federal Reserve System, the Federal Deposit Insurance Corporation, the National Credit Union Administration and the Office of the Comptroller of the Currency, the following guidance was provided related to the downgrade: for risk-based capital purposes, the risk weights for U.S. Treasury securities and other securities issued or guaranteed by the U.S. government, government agencies and government-sponsored entities will not change. In addition, the treatment of U.S. Treasury securities and other securities issued or guaranteed by the U.S. government, government agencies and government-sponsored entities will be unaffected.

Liquidity

We manage our liquidity risk and funding needs through our Treasury function and our Asset/Liability Committee.  We have a policy that separately addresses liquidity, and management monitors our adherence to policy limits.  Also, liquidity risk management is a primary area of examination by the banking regulators.
As a financial institution, the Bank has ready access to several sources to fund growth and meet its liquidity needs.  Among these are: net income, retail deposit programs, loan repayments, borrowing from the FHLB, repurchase agreements, access to the Fed Discount Window, and access to the brokered deposit market as well as other wholesale funding avenues. In addition, we have a large portfolio of high-quality, liquid investments, primarily short-duration mortgage-backed securities and government sponsored enterprises (“GSE”) notes that provide a near-continuous source of cash flow to meet current cash needs, or can be sold to meet larger discrete needs for cash.  Management believes these sources are sufficient to maintain the required and prudent levels of liquidity.

During the nine months ended September 30, 2011, cash and cash equivalents increased $86.8 million to $463.6 million.  The increase was a result of the following: a $147.1 million increase in cash provided through increases in demand, savings, and time deposits; $79.8 million from FHLB advances; an increase of $66.9 million from cash provided by our operating activities; and activity in investment securities of $4.6 million.  Offsetting these increases were cash usages of: a $118.1 million net increase in loans; purchases of $61.7 million in mortgage-backed securities available-for-sale net of repayments and sales; a $28.2 million decrease in brokered deposits; investment in premises and equipment of $8.1 million; and dividends paid of $5.1 million.

NONPERFORMING ASSETS

The following table shows our nonperforming assets and past due loans at the dates indicated. Nonperforming assets include nonaccruing loans, nonperforming real estate, assets acquired through foreclosure and restructured mortgage and home equity consumer debt. Nonaccruing loans are those on which the accrual of interest has ceased. Loans are placed on nonaccrual status immediately if, in the opinion of management, collection is doubtful, or when principal or interest is past due 90 days or more and the value of the collateral is insufficient to cover principal and interest. Interest accrued but not collected at the date a loan is placed on nonaccrual status is reversed and charged against interest income. In addition, the amortization of net deferred loan fees is suspended when a loan is placed on nonaccrual status. Subsequent cash receipts are applied either to the outstanding principal balance or recorded as interest income, depending on management’s assessment of the ultimate collectability of principal and interest. Past due loans are loans contractually past due 90 days or more as to principal or interest payments but which remain on accrual status because they are considered well secured and in the process of collection.

36



September 30,
December 31,
2011
2010
(In Thousands)
Nonaccruing loans:
Commercial
$ 21,370 $ 21,577
Consumer
1,562 3,701
Commercial mortgage
20,875 9,490
Residential mortgage
10,571 11,739
Construction
21,701 30,260
Total nonaccruing loans
76,079 76,767
Assets acquired through foreclosure
11,880 9,024
Troubled debt restructuring (accruing)
8,709 7,107
Total nonperforming assets
$ 96,668 $ 92,898
Past due loans(1):
Residential Mortgages
562 465
Commercial and commercial mortgages
967 -
Total past due loans
$ 1,529 $ 465
Ratios:
Allowance for loan losses to total loans (2)
1.97 % 2.30 %
Nonperforming assets to total assets
2.31 % 2.35 %
Nonaccruing loans to total loans (2)
2.82 % 2.93 %
Loan loss allowance to nonaccruing loans
69.91 % 78.60 %
Loan loss allowance to total nonperforming assets
55.02 % 64.95 %
(1) Past due loans are accruing loans which are contractually past due 90 days or more as to principal or interest. These loans are well secured and in the process of collection.
(2) Total loans exclude loans held for sale.

Nonperforming assets increased $3.8 million between December 31, 2010 and September 30, 2011.  Nonperforming loans decreased slightly during this period as the increase within the Commercial Mortgage portfolio has been more than offset by decreases within the Construction and Retail portfolios.  Year to date, the migration of additional assets to Real Estate Owned (REO) have outpaced sales by $2.9 million.  A 23% net increase in accruing Troubled Debt Restructurings (TDR) accounts for the remainder of the increase.

The following table summarizes the changes in nonperforming assets during the period indicated:
For the nine
For the year
months ended
ended
September 30, 2011
December 31, 2010
(In Thousands)
Beginning balance
$ 92,898 $ 82,160
Additions
75,524 89,876
Collections
(31,681 ) (38,459 )
Transfers to accrual
(7,386 ) (1,077 )
Charge-offs / write-downs, net
(32,687 ) (39,602 )
Ending balance
$ 96,668 $ 92,898

The timely identification of problem loans is a key element in our strategy to manage our loan portfolio. Timely identification enables us to take appropriate action and, accordingly, minimize losses. An asset review system established to monitor the asset quality of our loans and investments in real estate portfolios facilitates the identification of problem assets. In general, this system utilizes guidelines established by federal regulation.

37


INTEREST SENSITIVITY

The matching of maturities or repricing periods of interest rate-sensitive assets and liabilities to promote a favorable interest rate spread and mitigate exposure to fluctuations in interest rates is our primary tool for achieving our asset/liability management strategies.  We regularly review our interest-rate sensitivity and adjust the sensitivity within acceptable tolerance ranges established by the Board of Directors. At September 30, 2011, interest-earning assets exceeded interest-bearing liabilities that mature or reprice within one year (interest-sensitive gap) by $99.4 million. Our interest-sensitive assets as a percentage of interest-sensitive liabilities within the one-year window decreased from 106.0% at June 30, 2011, to 104.4% at September 30, 2011. Likewise, the one-year interest-sensitive gap as a percentage of total assets changed to 2.4% at September 30, 2011 from 3.2% at June 30, 2011. The change in sensitivity since June 30, 2011 reflects the current interest rate environment and our continuing effort to effectively manage interest rate risk.

Market risk is the risk of loss from adverse changes in market prices and rates. Our market risk arises primarily from interest rate risk inherent in our lending, investing, and funding activities. To that end, we actively monitor and manage our interest rate risk exposure. One measure, required to be performed by federal regulation, measures the impact of an immediate change in interest rates in 100 basis point increments on the net portfolio value ratio. The net portfolio value ratio is defined as the net present value of the estimated cash flows from assets and liabilities as a percentage of net present value of cash flows from total assets (or the net present value of equity). The table below shows the estimated impact of immediate changes in interest rates on our net interest margin and net portfolio value ratio at the specified levels at September 30, 2011 and 2010:
2011
2010
Change in
% Change in Net Interest Margin (1)
% Change in
Interest Rate
(Basis Points)
Net Portfolio Value (2)
Net Interest Margin (1)
Net Portfolio
Value (2)
+300
7%
10.98%
8%
10.72%
+200
4%
11.10%
5%
11.04%
+100
0%
11.22%
3%
11.02%
-
0%
11.26%
0%
11.02%
-100
3%
11.00%
-9%
10.51%
-200 ( 3)
NMF
NMF
NMF
NMF
-300 (3)
NMF
NMF
NMF
NMF
(1)
The percentage difference between net interest margin in a stable interest rate environment and net interest margin as projected under the various rate change environments.
(2)
The net portfolio value ratio of the Company in a stable interest rate environment and the net portfolio value ratio as projected under the various rate change environments.
(3)
Sensitivity indicated by a decrease of 200 or 300 basis points is not deemed meaningful at September 30, 2011 given the low absolute level of interest rates at that time.
We also engage in other business activities that are sensitive to changes in interest rates.  For example, mortgage banking revenues and expenses can fluctuate with changing interest rates.  These fluctuations are difficult to model and estimate.

COMPARISON OF THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2011 AND 2010

Results of Operations

We recorded net income of $6.8 million or $0.70 per diluted common share for the third quarter of 2011.  This compares to net income of $8.2 million or $0.94 per diluted common share in the third quarter of 2010.  The third quarter of 2010 results included a non-routine fraud loss recovery of $4.5 million (pre-tax), or $0.38 per diluted common share (after-tax) included in noninterest expenses.  Earnings for the third quarter of 2011 were impacted by a reduction in loan loss provision of $3.4 million to $6.6 million when compared to the third quarter of 2010 and an increase of $2.0 million in

38


fiduciary and investment management income.  Excluding the previously mentioned fraud loss recovery, noninterest expense increased $5.8 million as a result of a $3.1 million increase in compensation expenses due to normal operating expenses for the Christiana Trust Division as well as franchise growth.

Net income for the first nine months of 2011 was $16.5 million or $1.66 per diluted common share.  This is an increase of $4.5 million when compared to net income of $12.0 million or $1.33 per diluted common share for the nine months ended September 30, 2010.  Earnings for the first nine months of 2011 were impacted by a lower provision for loan losses which decreased $10.9 million to $21.0 million during the nine months ended September 30, 2011.  In addition, fiduciary and investment management income increased $5.7 million due to the addition of the Christiana Trust division in December of 2010.  Finally, bank-owned life insurance income increased $1.2 million as a result of unanticipated non-taxable income recorded during 2011.  Partially offsetting these favorable items was an increase of $15.0 million in noninterest expenses during the nine months ended September 30, 2011.  This increase was due to the normal operating expenses from Christiana Trust as well as overall franchise growth including the addition of five new branches, the relocation of four branches and the addition of twelve commercial relationship managers and related support staff.  Finally, during 2011 marketing expenses included an additional $961,000 for our new “Right Here” marketing campaign.

39


Net Interest Income

The following tables provide information concerning the balances, yields and rates on interest-earning assets and interest-bearing liabilities during the periods indicated.

Three Months Ended September 30,
2011 2010
Average
Yield/
Average
Yield/
Balance
Interest
Rate (1)
Balance
Interest
Rate (1)
(Dollars In Thousands)
Assets:
Interest-earning assets:
Loans (2) (3):
Commercial real estate loans
$ 731,527 $ 8,556 4.68 % $ 733,562 $ 8,587 4.68 %
Residential real estate loans
293,800 3,454 4.70 341,033 4,275 5.01
Commercial loans
1,368,703 17,193 4.99 1,176,232 15,236 5.16
Consumer loans
296,709 3,737 5.00 290,346 3,566 4.87
Total loans
2,690,739 32,940 4.94 2,541,173 31,664 5.03
Mortgage-backed securities (4)
801,446 7,052 3.52 743,832 8,699 4.68
Investment securities (4) (5)
43,959 99 0.90 47,173 216 1.83
Other interest-earning assets
37,830 - - 39,920 - -
Total interest-earning assets
3,573,974 40,091 4.52 3,372,098 40,579 4.85
Allowance for loan losses
(57,125 ) (64,428 )
Cash and due from banks
65,997 57,328
Cash in non-owned ATMs
378,651 269,529
Bank-owned life insurance
63,463 60,732
Other noninterest-earning assets
119,888 98,863
Total assets
$ 4,144,848 $ 3,794,122
Liabilities and Stockholders' Equity:
Interest-bearing liabilities:
Interest-bearing deposits:
Interest-bearing demand
$ 324,367 $ 75 0.09 % $ 263,428 $ 102 0.15 %
Money market
731,979 720 0.39 628,124 1,016 0.64
Savings
375,243 386 0.41 242,831 127 0.21
Customer time deposits
757,975 3,237 1.69 772,900 3,906 2.00
Total interest-bearing customer deposits
2,189,564 4,418 0.80 1,907,283 5,151 1.07
Brokered certificates of deposit
209,629 201 0.38 295,948 439 0.59
Total interest-bearing deposits
2,399,193 4,619 0.76 2,203,231 5,590 1.01
FHLB of Pittsburgh advances
610,253 2,484 1.99 515,259 3,818 2.90
Trust preferred borrowings
67,011 340 1.59 67,011 370 2.16
Other borrowed funds
142,725 468 1.31 187,124 624 1.33
Total interest-bearing liabilities
3,219,182 7,911 0.98 2,972,625 10,402 1.40
Noninterest-bearing demand deposits
516,257 446,741
Other noninterest-bearing liabilities
26,001 26,698
Stockholders' equity
383,408 348,058
Total liabilities and stockholders' equity
$ 4,144,848 $ 3,794,122
Excess of interest-earning assets over
interest-bearing liabilities
$ 354,792 $ 399,473
Net interest and dividend income
$ 32,180 $ 30,177
Interest rate spread
3.54 % 3.45 %
Net interest margin
3.63 % 3.61 %
(1) Weighted average yields have been computed on a tax-equivalent basis using a 35% effective tax rate.
(2) Nonperforming loans are included in average balance computations.
(3) Balances are reflected net of unearned income.
(4) Includes securities available-for-sale.
(5) Includes reverse mortgages.
40


Nine Months Ended September 30,
2011 2010
Average
Yield/
Average
Yield/
Balance
Interest
Rate (1)
Balance
Interest
Rate (1)
(Dollars In Thousands)
Assets:
Interest-earning assets:
Loans (2) (3):
Commercial real estate loans
$ 749,318 $ 26,434 4.70 % $ 738,018 $ 26,080 4.71 %
Residential real estate loans
303,371 11,009 4.84 347,630 13,268 5.09
Commercial loans
1,311,390 48,855 4.99 1,148,095 44,357 5.19
Consumer loans
302,732 11,401 5.04 294,846 10,792 4.89
Total loans
2,666,811 97,699 4.93 2,528,589 94,497 5.03
Mortgage-backed securities (4)
749,961 20,962 3.73 743,903 27,370 4.91
Investment securities (4) (5)
43,164 396 1.22 45,830 718 2.09
Other interest-earning assets
36,990 - - 39,916 6 0.02
Total interest-earning assets
3,496,926 119,057 4.57 3,358,238 122,591 4.90
Allowance for loan losses
(58,435 ) (60,276 )
Cash and due from banks
62,869 59,877
Cash in non-owned ATMs
342,345 257,483
Bank-owned life insurance
64,221 60,529
Other noninterest-earning assets
120,583 109,528
Total assets
$ 4,028,509 $ 3,785,379
Liabilities and Stockholders' Equity:
Interest-bearing liabilities:
Interest-bearing deposits:
Interest-bearing demand
$ 316,712 $ 301 0.13 % $ 259,106 $ 321 0.17 %
Money market
712,404 2,293 0.43 606,722 3,311 0.73
Savings
348,967 1,215 0.47 238,345 362 0.20
Customer time deposits
769,528 10,491 1.82 756,283 12,164 2.14
Total interest-bearing customer deposits
2,147,611 14,300 0.89 1,860,456 16,158 1.16
Brokered certificates of deposit
190,395 576 0.40 320,666 1,497 0.62
Total interest-bearing deposits
2,338,006 14,876 0.85 2,181,122 17,655 1.08
FHLB of Pittsburgh advances
558,807 7,866 1.86 575,186 11,812 2.71
Trust preferred borrowings
67,011 1,015 2.00 67,011 1,047 2.06
Other borrowed funds
158,822 1,679 1.41 180,197 1,859 1.38
Total interest-bearing liabilities
3,122,646 25,436 1.09 3,003,516 32,373 1.44
Noninterest-bearing demand deposits
506,316 432,693
Other noninterest-bearing liabilities
22,744 26,117
Stockholders' equity
376,803 323,053
Total liabilities and stockholders' equity
$ 4,028,509 $ 3,785,379
Excess of interest-earning assets over
interest-bearing liabilities
$ 374,280 $ 354,722
Net interest income
$ 93,621 $ 90,218
Interest rate spread
3.48 % 3.46 %
Net interest margin
3.60 % 3.61 %
(1) Weighted average yields have been computed on a tax-equivalent basis using a 35% effective tax rate.
(2) Nonperforming loans are included in average balance computations.
(3) Balances are reflected net of unearned income.
(4) Includes securities available-for-sale.
(5) Includes reverse mortgages.

Net interest income for the third quarter of 2011 improved by $2.0 million, or 7%, compared to the third quarter of 2010.  The increase in net interest income reflects an improvement in the loan mix as well as effective management of funding costs, both deposit pricing and wholesale funding rates.

The net interest margin for the third quarter of 2011 was 3.63%, a two basis point increase compared to 3.61% for the third quarter of 2010.  This was the result of our ability to decrease funding costs in nearly all categories, most notably FHLB advances.  Rates on FHLB advances dropped significantly from the third quarter of 2010.

41


Net interest income for the nine months ended September 30, 2011 was $93.6 million compared to $90.2 million for the same period in 2010.  Consistent with the quarterly trend discussed above, the increase in net interest income was a result of the loan mix improvement as well as effective management of funding costs, both deposit pricing and wholesale funding rates.
Allowance for Loan Losses
We maintain allowances for loan losses and charge losses to these allowances when such losses are identified. The determination of the allowance for loan losses requires significant judgment reflecting our best estimate of probable loan losses related to specifically identified loans as well as probable loan losses in the remaining loan portfolio. Our evaluation is based upon a continuing review of these portfolios.
We established our loan loss allowance in accordance with guidance provided in the Securities and Exchange Commission’s Staff Accounting Bulletin 102 (“SAB 102”). Its methodology for assessing the appropriateness of the allowance consists of several key elements which include: specific allowances for identified problem loans; formula allowances for commercial and commercial real estate loans; and allowances for pooled homogenous loans.
Specific reserves are established for certain impaired loans in cases where we have identified significant conditions or circumstances related to a specific credit that indicate the probability that a loss has been incurred.
The formula allowances for commercial and commercial real estate loans are calculated by applying estimated loss factors to outstanding loans based on the internal risk grade of loans. For lower risk commercial and commercial real estate loans the portfolio is pooled and based on internal risk grade only. Higher risk and criticized loans have loss factors that are derived from an analysis of both the probability of default and the loss given default should default occur. Loss adjustment factors are applied based on criteria discussed below. As a result, changes in risk grades of both performing and nonperforming loans affect the amount of the formula allowance.
Pooled loans are usually smaller, not-individually-graded and homogenous in nature, such as consumer installment loans and residential mortgages.  Loan loss allowances for pooled loans are first based on a ten-year net charge-off history. The average loss allowance per homogenous pool is based on the product of average annual historical loss rate and the homogeneous pool balances. These separate risk pools are then assigned a reserve for losses based upon this historical loss information and loss adjustment factors.

Historical loss adjustment factors are based upon our evaluation of various current conditions, including those listed below.

·
General economic and business conditions affecting the Bank’s key lending areas,
·
Credit quality trends,
·
Recent loss experience in particular segments of the portfolio,
·
Collateral values and loan-to-value ratios,
·
Loan volumes and concentrations, including changes in mix,
·
Seasoning of the loan portfolio,
·
Specific industry conditions within portfolio segments,
·
Bank regulatory examination results, and
·
Other factors, including changes in quality of the loan origination, servicing and risk management processes.

Our loan officers and risk managers meet at least quarterly to discuss and review these conditions and risks associated with individual problem loans. In addition, various regulatory agencies, independent auditors and loan review consultants periodically review our loan ratings and allowance for loan losses.

During the third quarter of 2011, the provision for loan losses was impacted by a higher level of estimated losses related to consumer loans using updated historical data as adjusted for the current periods charge-offs and trends.  The annual third quarter adjustment was consistent with the prior year and resulted in an increase of approximately $1.7 million, net, from the estimate previously used.

42


The provision for loan losses was $6.6 million in the quarter ending September 30, 2011 compared to $10.0 million in the same quarter of 2010.  Total credit costs (including the provision for loan losses, loan workout expense, OREO expense and letter of credit reserve) improved to $8.4 million from $10.2 million in the second quarter of 2011 and $10.9 million in the third quarter last year. The provision for loan losses for the nine months ending September 30, 2011 was $21.0 million compared to $32.0 million for the nine months ending September 30, 2010.

The table below represents a summary of the changes in the allowance for loan losses during the periods indicated.

For the Nine Months Ended September 30,
2011
2010
(Dollars in Thousands)
Beginning balance
$ 60,339 $ 53,446
Provision for loan losses
21,048 31,980
Charge-offs:
Residential real estate
2,183 1,580
Commercial real estate
6,609 3,083
Construction
8,179 5,231
Commercial
7,641 7,820
Overdrafts
613 726
Consumer
4,859 4,231
Total charge-offs
30,084 22,671
Recoveries:
Residential real estate
116 19
Commercial real estate
381 68
Construction
557 950
Commercial (2)
409 288
Overdrafts
267 290
Consumer
155 108
Total recoveries
1,885 1,723
Net charge-offs
28,199 20,948
Ending balance
$ 53,188 $ 64,478
Net charge-offs to average gross loans outstanding, net
of unearned income (1)
1.41 % 1.11 %
(1) Ratios for the nine months ended September 30, 2011 and September 30, 2010 are annualized
(2) Commercial recoveries include a one-time adjustment for the reclassification of an unfunded commitment reserve previously included in the allowance for loan loss to a liability reserve account.

Noninterest Income

Noninterest income increased $2.5 million to $16.9 million for the quarter ended September 30, 2011 compared to $14.4 million in the third quarter of 2010.  Excluding the impact of net securities gains in both periods, noninterest income

43


increased by $2.3 million, or 18%.  Noninterest income for the third quarter of 2011 increased $2.0 million in fiduciary and investment management income resulting primarily from the December 2010 acquisition of CB&T.  In addition, increases in credit/debit card and ATM fees and deposit service charges more than offset declines in mortgage banking revenues and the negative impact of new banking regulations (Reg E) that went into effect during the third quarter of 2010.

For the nine months ended September 30, 2011, noninterest income increased $8.6 million to $46.6 million, from $38.0 million in the same period of 2010.  Excluding the impact from net securities gains from both periods and $1.2 million in unanticipated BOLI income recorded in the second quarter of 2011, noninterest income increased $6.5 million.  This increase was mainly due to a $5.7 million increase in fiduciary and investment management income resulting from the acquisition of CB&T and a $1.4 million increase in credit/debit card and ATM fees due to franchise growth.  These increases were partially offset by a decrease of $406,000 in deposit service charges due to the impact of the new banking regulations (Reg E) during the third quarter of 2010.

Noninterest Expense

Noninterest expense increased $10.3 million to $32.4 million in the third quarter of 2011 compared to $22.1 million in the same period in 2010.  The third quarter of 2011 included an additional $961,000 of marketing expense from the Company’s “Right Here” marketing campaign.  Excluding the marketing campaign, as well as the fraud recovery and CB&T integration costs included in the third quarter of 2010, noninterest expenses increased $5.0 million, or 19%, over the third quarter of 2010.  This increase was mainly due to increased compensation, occupancy, equipment, data processing and operations expenses as a result of our accelerated franchise growth.  Included in this growth are normal operating expenses for the Christiana Trust division acquired in December 2010.  Also adding to the variance was a $956,000 increase in 2011 loan workout and OREO expense.

For the nine months ended September 30, 2011, noninterest expense increased $15.0 million to $94.5 million, compared to $79.5 million in the same period in 2010.  Similar to the quarterly comparison, the main reasons for this increase were the related costs of our accelerated growth, the additional marketing expense of $961,000 and the non-routine expenses related to the integration of Christiana Trust totaling $780,000.  Related growth expenses for the nine months ended September 30, 2011, included the opening of five new branches, relocating four new branches and hiring 12 new commercial relationship managers and related staff during the past year.

Income Taxes
We and our subsidiaries file a consolidated Federal income tax return and separate state income tax returns.   Income taxes are accounted for in accordance with ASC 740, which requires the recording of deferred income taxes for tax consequences of temporary differences.  We recorded an income tax expense of $3.3 million and $8.2 million during the three and nine months ended September 30, 2011, respectively, compared to an income tax expense of $4.3 million and $4.7 million for the same periods in 2010. The second quarter of 2011 included the recognition of tax benefits related to $1.2 million of tax-free income from life insurance proceeds received from our bank owned life insurance investment.  The third quarter of 2011 included tax benefits of $376,000 resulting primarily from a decrease in our income tax reserve due to the expiration of the statute of limitations on certain items.  The first quarter of 2010 included a tax benefit of $899,000 resulting from a decrease in our income tax reserve due to the expiration of the statute of limitations on certain tax items.  Our effective tax rate was 33.0% and 33.2% for the three and nine months ended September 30, 2011 compared to 34.4% and 28.2% during the same periods in 2010.  Excluding the tax-free BOLI proceeds and statute of limitations related benefit, our effective tax rates were 36.7% and 36.3% for the three and nine months ended September 30, 2011 compared to 34.4% and 33.6% during the same periods in 2010.

The effective tax rate reflects the recognition of certain tax benefits in the financial statements including those benefits from tax-exempt interest income (including a 50% interest income exclusion on a loan to an Employee Stock Ownership Plan) and BOLI income.  These tax benefits are offset by the tax effect of stock-based compensation expense related to incentive stock options and a provision for state income tax expense.

We frequently analyze our projections of taxable income and make adjustments to our provision for income taxes accordingly.

44


RECENT ACCOUNTING PRONOUNCEMENTS

In January 2010, the FASB issued an update (Accounting Standards Update No. 2010-06, Improving Disclosures about Fair Value Measurements ) impacting FASB ASC 820, Fair Value Measurements and Disclosures . The update provides clarification regarding existing disclosures and requires additional disclosures regarding fair value measurements.  Specifically, the guidance now requires reporting entities to disclose the amounts of significant transfers between levels and the reasons for the transfers.  In addition, the reconciliation should present separate information about purchases, sales, issuances and settlements.  A reporting entity should provide disclosures about the valuation techniques and inputs used to measure fair value. The new standard was effective for reporting periods beginning after December 15, 2009 except for disclosures about purchases, sales, issuances and settlements which were not effective until reporting periods beginning after December 15, 2010.  There was no transfer into or out of Level 1 or Level 2 of the fair value hierarchy in the first nine months of 2011.  Adoption of this guidance did not have a material impact on our Consolidated Financial Statements.

In July 2010, the FASB issued an update (Accounting Standards update No. 2010-20, Receivables, Disclosures about the Credit Quality of Financing Receivables and the Allowance for Credit Losses ) This update improves the disclosures that an entity provides about the credit quality of its financing receivables and the related allowance for credit losses.  As a result of these amendments, an entity is required to disaggregate, by portfolio segment or class, certain existing disclosures, and to provide certain new disclosures about its financing receivables and related allowances for credit losses.  The disclosures as of the end of a reporting period are effective for interim and annual reporting periods ending on or after December 15, 2010.  The disclosures about activity that occurs during a reporting period are effective for interim and annual reporting periods beginning on or after December 15, 2010.  The amendment does not require comparative disclosures for earlier reporting periods that ended before adoption, however, an entity should provide comparative disclosures for those reporting periods after initial adoption.  The adoption of this amendment did not have a material effect on our Consolidated Financial Statements.

In April 2011, the FASB issued an update (Accounting Standards update No. 2011-02, A Creditor’s Determination of Whether a Restructuring is a Troubled Debt Restructuring ) which clarifies when creditors should classify loan modifications as troubled debt restructurings. The new guidance is effective for interim and annual periods beginning on or after June 15, 2011, and applies retrospectively to restructurings occurring on or after January 1, 2011. A provision in Update 2011-02 also ends the FASB's deferral of the additional disclosures about troubled debt restructurings as required by Update 2010-20. The adoption of this amendment did not have a material effect on our Consolidated Financial Statements.

In April 2011, the FASB issued an update (Accounting Standards Update No. 2011-03, Reconsideration of Effective Control in Repurchase Agreements ) which removes from the assessment of effective control the criterion related to the transferor’s ability to repurchase or redeem financial assets on substantially agreed terms, even in the event of default by the transferee.  In addition, this guidance also eliminates the requirement to demonstrate that a transferor possesses adequate collateral to fund substantially all the cost of purchasing replacement financial assets.  The new guidance is effective for interim and annual periods beginning on or after December 15, 2011, and applies prospectively to transactions or modifications of existing transactions occurring on or after the effective date. We are still evaluating if the adoption of this guidance will have a material impact on our Consolidated Financial Statements.

In May 2011, the FASB issued an update (Accounting Standards Update No. 2011-04, Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRS ) to achieve common fair value measurement and disclosure requirements between U.S. and International accounting principles.  While the overall guidance is consistent with U.S. GAAP, the amendment includes additional fair value disclosure requirements.  The amendments in the guidance are effective for interim and annual periods beginning after December 15, 2011.  We are still evaluating if the adoption of this guidance and additional disclosures will have a material impact on our Consolidated Financial Statements.
In June 2011, the FASB issued an update (Accounting Standards Update No. 2011-05, Presentation of Comprehensive Income ) to eliminate the option to present the components of other comprehensive income as part of the statement of changes in shareholder’s equity.  The amendment requires that comprehensive income be presented in either a single continuous statement or in two separate consecutive statements.  This amendment is effective for interim and annual periods beginning after December 15, 2011.  We do not expect the adoption of this guidance to have a material impact on our financial statements.
In September 2011, the FASB issued an update (Accounting Standards Update No. 2011-08, Intangibles - Goodwill and Other (Topic 350) - Testing Goodwill for Impairment ) to give entities the option to first assess qualitative factors to determine whether the existence of events or circumstances leads to a determination that it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If, after assessing the totality of events or circumstances, an entity

45


determines it is not more likely than not that the fair value of a reporting unit is less than its carrying amount, then performing the two-step impairment test is unnecessary. However, if an entity concludes otherwise, then it is required to perform the first step of the two-step impairment test by calculating the fair value of the reporting unit and comparing the fair value with the carrying amount of the reporting unit.   This amendment is effective for interim and annual periods beginning after December 15, 2011.  We do not expect the adoption of this guidance to have a material impact on our financial statements.

RECENT LEGISLATION

On July 21, 2010, the President signed the Dodd-Frank Act into law.  This legislation makes extensive changes to the laws regulating financial services firms and requires significant rule-making.  In addition, the legislation mandates multiple studies, which could result in additional legislative or regulatory action.  While the full effects of the legislation on us cannot yet be determined, this legislation was opposed by the American Bankers Association and is generally perceived as negatively impacting the banking industry.  This legislation may result in higher compliance and other costs, reduced revenues and higher capital and liquidity requirements, among other things, which could adversely affect our business.  There are many parts of the Dodd-Frank Act that have yet to be determined and implemented; however, as a direct result of the Act, the following rulings have been adopted or will be adopted in the coming years:

·
On August 10, 2010 the Board of Directors of the FDIC adopted a final ruling permanently increasing the standard maximum deposit insurance amount from $100,000 to $250,000, which became effective on July 22, 2010.

·
During January 2011, a timeline and preliminary implementation plan for the phase out of The Office of Thrift Supervision (“the OTS”), and its merger into the Office of the Comptroller of the Currency was announced by the joint agencies.  One of the provisions of the plan include a transition from the Thrift Financial Report, which we file each quarter, to the Call Report, expected to begin with the March 2012 reporting period.

·
On February 7, 2011, the Federal Reserve approved a final ruling that changes the Deposit Insurance Fund (“DIF”) assessment from domestic deposits to average assets minus tangible equity.  The changes went into effect during the second quarter of 2011.

·
On June 29, 2011 the Federal Reserve issued its final debit card interchange rule, establishing a debit card interchange fee cap.  The rule was effective October 1, 2011 and applies to issuers that, together with their affiliates, have assets of $10 billion or more.  The final ruling caps issuers base fee at 21 cents per transaction and allows for a 5 basis-point charge per transaction to help cover fraud loss.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Incorporated herein by reference from Item 2, of this quarterly report on Form 10-Q.

Item 4. Controls and Procedures

(a)
Evaluation of disclosure controls and procedures. Based on their evaluation of our disclosure controls and procedures (as defined in Rules 13a-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”)), our principal executive officer and the principal financial officer have concluded that as of the end of the period covered by this Quarterly Report on Form 10-Q such disclosure controls and procedures are effective to ensure that information required to be disclosed by us in the reports that we file or submit under the Securities and Exchange Commission’s rules and forms and is accumulated and communicated to our management, including the principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosures.
(b)
Changes in internal control over financial reporting. During the quarter under report, there was no change in our internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
46


Part II.    OTHER INFORMATION

Item 1. Legal Proceedings

Incorporated herein by reference to Note 16 – Legal Proceedings to the Consolidated Financial Statements

Item 1A. Risk Factors

Our management does not believe there have been any material changes to the risk factors previously disclosed under Item 1A. of the Company’s Form 10-K for the year ended December 31, 2010, previously filed with the Securities and Exchange Commission.

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

The following table represents information with respect to repurchases of common stock made by us during the three months ended September 30, 2011.  These shares were delivered to us by employees as payment for taxes on the vesting of restricted stock or exercise of stock options.
2011
Total Number of
Shares Purchased
Average Price
Paid Per Share
Total Number of
Shares Purchased
as Part of Publicity
Announced Plans
or Programs
Maximum
Number of Shares
that May Yet Be
Purchased Under
the Plans or Programs
July
-
$
-
-
-
August
-
-
-
-
September
1,494
34.00
-
-
Total (1)
1,494
$
34.00
-
-
(1) The shares repurchased were not part of a publicly announced repurchase plan or program.  These shares were owned and tendered by employees as payment for taxes on vesting of restricted stock or exercise of stock options.  There were no treasury shares repurchased during the quarter ended September 30, 2011.
Item 3. Defaults upon Senior Securities
Not applicable

Item 4. [Reserved]
Not applicable

Item 5. Other Information
Not applicable


47


Item 6. Exhibits
(a)
Exhibit 31.1 – Certification of CEO pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
(b)
Exhibit 31.2 – Certification of CFO pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
(c)
Exhibit 32 – Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
(d)
Exhibit 101.INS – XBRL Instance Document *
(e)
Exhibit 101.SCH – XBRL Schema Document*
(f)
Exhibit 101.CAL – XBRL Calculation Linkbase Document*
(g)
Exhibit 101.LAB – XBRL Labels Linkbase Document*
(h)
Exhibit 101.PRE – XBRL Presentation Linkbase Document*
(i)
Exhibit 101.DEF – XBRL Definition Linkbase Document*
* Pursuant to Regulation 406T of Regulation S-T, these interactive data files are deemed not filed or part of a registration statement or prospectus for purposes of Section 11 or 12 of the Securities Act of 1933, as amended, or Section 18 of the Securities Exchange Act of 1934, as amended, and are otherwise not subject to liability.

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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.


WSFS FINANCIAL CORPORATION
Date:
November 9, 2011 /s/ Mark A. Turner
Mark A. Turner
President and Chief Executive Officer


Date:
November 9, 2011 /s/ Stephen A. Fowle
Stephen A. Fowle
Executive Vice President and
Chief Financial Officer
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TABLE OF CONTENTS