UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(Mark One)

x	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Fiscal Year Ended September 30, ~~2011~~2012

o	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from __________ to __________

Commission File No. 0-50969

ROEBLING FINANCIAL CORP, INC.

(Exact Name of Registrant as Specified in its Charter)

New Jersey		55-0873295
(State or other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification No.)

Route 130 South and Delaware Avenue, Roebling, New Jersey		08554
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s Telephone Number, including area code (609) ~~499~~668-~~9400~~6500

Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to Section 12(g) of the Act:

	Common Stock, $0.10 par value
	(Title of Class)

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. oYES x NO

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. ~~o YES x NO~~

o YES x NO

Indicate by check mark whether the registrant: (l) 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. x YES o NO

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§229.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). ~~x YES o NO~~

~~Indicate~~x byYES o check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. xNO

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. o

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

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes o No x

The aggregate market value of the voting stock held by non-affiliates of the registrant was approximately $54.6 million as of the last business day of the registrant’s most recently completed second quarter (March 3130, ~~2011~~2012) based on the last sale ($43.6075 per share) reported on the OTC Bulletin Board as of that date. Solely for purposes of this calculation, the term “affiliate” refers to all directors and executive officers of the registrant, the registrant’s stock benefit plan trusts and all shareholders beneficially owning more than 10% of the registrant’s common stock.

As of December 1614, ~~2011~~2012, there were 1,686,527 shares of the registrant’s common stock issued and outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

1.	Portions of the Registrant’s Annual Report to Shareholders for the fiscal year ended September 30, 2011 (Parts I & II)
2.	Portions of the Registrant’s definitive Proxy Statement for the 2012 Annual Meeting of Shareholders. (Part III)

ROEBLING FINANCIAL CORP, INC.

ANNUAL REPORT ON FORM 10-K

for the fiscal year ended September 30, ~~2011~~2012

INDEX

PART I
		Page
Item 1.	Business	2
Item 1A.	Risk Factors	2827
Item 1B.	Unresolved Staff Comments	2927
Item 2.	Properties	2928
Item 3.	Legal Proceedings	2928
Item 4.	~~[Reserved]~~Mine Safety Disclosures	2928
PART II
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	3028
Item 6.	Selected Financial Data	3029
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	30
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	3041
Item 8.	Financial Statements and Supplementary Data	3141
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	3141
Item 9A.	Controls and Procedures	3141
Item 9B.	Other Information	3142
PART III
Item 10.	Directors, Executive Officers and Corporate Governance	3142
Item 11.	Executive Compensation	3245
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	3246
Item 13.	Certain Relationships and Related Transactions, and Director Independence	3351
Item 14.	Principal Accounting Fees and Services	3351
PART IV
Item 15.	Exhibits, Financial Statement Schedules	3352
SIGNATURES

PART I

Forward-Looking Statements

Roebling Financial Corp, Inc. (the “Company” or “Registrant”) may from time to time make written or oral “forward-looking statements,” including statements contained in the Company’s filings with the Securities and Exchange Commission (including this Annual Report on Form 10-K and the exhibits thereto), in its reports to shareholders and in other communications by the Company, which are made in good faith by the Company pursuant to the “Safe Harbor” provisions of the Private Securities Litigation Reform Act of 1995.

These forward-looking statements involve risks and uncertainties, such as statements of the Company’s plans, objectives, expectations, estimates and intentions, that are subject to change based on various important factors (some of which are beyond the Company’s control). The following factors, among others, could cause the Company’s financial performance to differ materially from the plans, objectives, expectations, estimates and intentions expressed in such forward-looking statements: the strength of the United States economy in general and the strength of the local economies in which the Company conducts operations; the effects of, and changes in, trade, monetary and fiscal policies and laws, including interest rate policies of the Board of Governors of the Federal Reserve System, inflation, interest rate, market and monetary fluctuations; the timely development of and acceptance of new products and services of the Company and the perceived overall value of these products and services by users, including the features, pricing and quality compared to competitors’ products and services; the willingness of users to substitute competitors’ products and services for the Company’s products and services; the success of the Company in gaining regulatory approval of its products and services, when required; the impact of changes in financial services’ laws and regulations (including laws concerning taxes, banking, securities and insurance); technological changes; acquisitions; the Bank’s success in establishing new branches; changes in consumer spending and savings habits; and the success of the Company at managing the risks involved in the foregoing.

The Company cautions that the foregoing list of important factors is not exclusive. 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.

Item 1. Business

General

On September 30, 2004, Roebling Financial Corp., MHC (the “MHC”) completed its reorganization into stock form and the Company succeeded to the business of the MHC’s former federal mid-tier holding company subsidiary. Each outstanding share of common stock of the former mid-tier holding company (other than shares held by the MHC which were cancelled) was converted into 3.9636 shares of common stock of the Company. As part of the transaction, the Company sold a total of 910,764 shares to the public at $10 per share, including 72,861 shares purchased by the Company’s employee stock ownership plan with funds borrowed from the Company. The Company’s business is conducted primarily through its wholly-owned subsidiary, Roebling Bank (the “Bank”), a federally chartered stock savings bank. References to the Company or Registrant refer to the consolidated entity which includes the main operating company, the Bank, unless the context indicates otherwise.

The Company’s headquarters are located at Route 130 South and Delaware Avenue, Roebling, New Jersey 08554, its main telephone number is (609) ~~499~~668-~~9400~~6500 and its website address is www.roeblingbank.com.

~~Supervisory~~Formal Agreement

On ~~June~~July 1723, ~~2009~~2012, the Bank entered into a ~~supervisory~~formal agreement (with the ~~“Supervisory~~Office ~~Agreement”)~~of ~~with~~ the ~~Office~~Comptroller of ~~Thrift~~the ~~Supervision~~Currency (“~~OTS~~OCC”), the Bank’s primary federal regulator, atin ~~the~~response ~~time,~~to ~~which~~regulatory ~~restricts~~concerns raised in the Bank’s ~~ability~~regulatory toexamination ~~engage~~report indated ~~certain~~August ~~lending~~1, ~~activities~~2011. The ~~and required the~~ Bank tohas ~~take~~been ~~various~~working ~~corrective~~on ~~actions. As~~the aitems ~~result~~called offor ~~the~~in ~~Supervisory Agreement,~~ the ~~Bank~~formal ~~became~~agreement ~~subject~~over tothe ~~certain~~past ~~regulations,~~year. Management ~~which~~believes ~~limit~~that ~~future~~it ~~asset~~has ~~growth~~already ~~and~~completed ~~increase~~many ~~the~~of ~~Bank’s supervisory expenses. Under~~ the ~~Dodd-Frank~~items ~~Wall Street~~ and ~~Consumer~~has ~~Protection~~made ~~Act,~~significant ~~the~~progress ~~Office~~in ofcomplying with the ~~Comptroller~~terms of the ~~Currency~~agreement. The ~~(“OCC”)~~formal ~~has~~agreement ~~succeeded~~replaces toand ~~the~~supersedes ~~rights of~~ the ~~OTS~~Supervisory ~~under~~Agreement ~~the~~previously ~~Supervisory~~entered ~~Agreement~~into ~~and~~with the ~~Supervisory~~Office ~~Agreement~~of ~~will~~Thrift ~~continue~~Supervision in(“OTS”), ~~effect~~dated ~~until~~as ~~terminated~~of byJune ~~the~~17, ~~OCC~~2009.

The ~~Supervisory~~formal ~~Agreement~~agreement ~~prohibits~~requires the Bank ~~from~~to ~~making~~adopt ~~non-residential~~revisions ~~real~~to ~~estate~~its ~~loans,~~Criticized ~~commercial~~Asset ~~loans,~~Reduction ~~construction~~Plan ~~loans~~to ~~and~~protect ~~loans~~the ~~secured~~Bank’s byinterests ~~non-owner-occupied~~in ~~residential~~assets ~~property~~criticized ~~(“investor~~by ~~loans”)~~the examiners or ~~purchasing~~in ~~any~~internal ~~loan~~or ~~participation~~external ~~without~~loan ~~the~~reviews. The ~~prior~~Bank ~~written~~may ~~non-objection~~not ofextend ~~the~~credit ~~OCC~~to ~~except~~borrowers ~~for~~whose loans ~~originated~~are ~~pursuant~~criticized toby ~~legally~~examiners ~~binding~~or ~~commitments~~in ~~existing~~loan asreviews ofunless ~~March~~necessary ~~31,~~to ~~2009,~~protect ~~renewals~~the orinterests ~~modifications~~ of ~~loans~~the ofBank. The ~~$500,000~~Bank ormust ~~less~~also ~~secured~~adopt bya ~~properties~~written incapital ~~the~~plan ~~Bank’s~~with ~~local~~specific ~~lending~~plans ~~area~~for ~~and~~maintaining ~~originations~~capital oflevels ~~one-~~to~~-four~~ ~~family~~support ~~construction loans secured by property in~~ the Bank’s ~~local~~current ~~lending~~size, ~~area~~condition ~~under~~and ~~binding~~risk ~~sale contracts to an owner-occupant with permanent financing~~profile. The ~~Supervisory Agreement further required the~~ Bank tomay ~~adopt~~not apay ~~plan~~dividends ~~for~~without ~~reducing~~prior ~~its~~written ~~concentrations in~~ non-~~residential~~objection ~~real~~from ~~estate~~the ~~loans, investor loans, participation loans and construction loans and for reducing criticized assets~~OCC. The Bank ~~was~~must also ~~required~~develop ~~to adopt~~ a ~~new~~profit ~~loan~~plan ~~loss~~to ~~allowance~~improve ~~policy~~ and ~~correct~~sustain ~~loan underwriting and credit administration weaknesses cited in~~ the ~~examination~~Bank’s ~~report~~earnings. ~~Finally~~In addition, the ~~Supervisory~~Board ~~Agreement~~must ~~prohibits~~undertake ~~the~~a ~~Bank~~review ~~from~~of ~~taking~~management’s ~~brokered~~capabilities ~~deposits~~and ~~without~~develop ~~prior~~a ~~OCC~~management ~~approval~~succession plan. The ~~Supervisory~~formal ~~Agreement~~agreement ~~will~~further ~~remain~~requires inthe ~~effect~~adoption ~~until~~of ~~modified,~~a ~~suspended~~revised orcontingency ~~terminated~~funding byplan, ~~the~~changes ~~OCC. The~~to the Bank’s ~~believes~~internal ~~that~~audit itprogram isand inrevisions ~~compliance~~to ~~with~~its ~~the~~information ~~Supervisory~~security ~~Agreement~~program.

As a result of the Supervisory Agreement, the Bank has also become subject to certain OCC regulations that prohibit it from increasing its total assets during any quarter in excess of an amount equal to net interest credited on deposits for the quarter without OCC approval. The Bank will also be assessed at a higher rate by the OCC for examinations and supervision and by the FDIC for federal deposit insurance.

Market Area and Competition

The Bank has five retail offices, two located in Roebling and one located in each of Delran, Westampton and New Egypt, New Jersey. From these locations, the Bank primarily serves the towns of Roebling, Delran, Westampton Township, Florence Township and New Egypt. The Bank’s secondary market includes Burlington City and Township, Cream Ridge, Wrightstown, Bordentown City, Mt. Holly, Rancocas, Moorestown, Riverside and Cinnaminson, and Springfield, Mansfield, Bordentown, Plumsted, New Hanover, North Hanover, Eastampton, Hainesport and Lumberton Townships.

Roebling is an established, densely populated blue-collar community characterized by a lower household income and a higher proportion of retirees than the county as a whole. New Egypt, Westampton and Delran are developing suburban markets with a lower population density than Roebling but a higher household growth rate.

The Bank faces significant competition in attracting loans and deposits and originating loans. Our competition for loans and deposits comes from other insured financial institutions such as commercial banks, thrift institutions (including savings banks), credit unions and multi-state regional banks in the Bank’s market areas, as well as internet banks. We also compete with brokers and mortgage banking companies for loans. Competition for funds also includes a number of insurance products sold by local agents and investment products such as mutual funds and other securities sold by local and regional brokers. The Bank maintains and attracts customers by offering competitive interest rates and a high level of personal service.

regional brokers. The Bank maintains and attracts customers by offering competitive interest rates and a high level of personal service.

Lending Activities

The Company’s principal lending activity is the origination of loans secured by real property in Southern New Jersey. At September 30, ~~2011~~2012, the Bank’s loan portfolio included $6362.28 million in loans secured by liens on one-to-four family properties, $26.96 million in home equity loans, $1514.93 million in loans secured by commercial real estate, $~~370~~358,000 in loans secured by land or properties under construction and $2.98 million in loans secured by multi-family properties. The Bank’s loan portfolio also includes commercial and consumer loans. Under the Supervisory Agreement, the Bank may not make non-residential real estate loans, commercial loans, construction loans and loans secured by non-owner-occupied residential property without prior written non-objection from the OCC. The majority of the Bank’s borrowers are located in Southern New Jersey and could be expected to be similarly affected by economic and other conditions in this area. The Company does not believe that there are any other concentrations of loans or borrowers in its portfolio.

includes commercial and consumer loans. The majority of the Bank’s borrowers are located in Southern New Jersey and could be expected to be similarly affected by economic and other conditions in this area. The Company does not believe that there are any other concentrations of loans or borrowers in its portfolio.

Loan Portfolio Composition. The following table sets forth information concerning the composition of the Company’s loan portfolio in dollar amounts and in percentages of the total loan portfolio as of the dates indicated.

	At September 30,
	2011						2010						2009
	2012						2011						2010
	$			%	%		$			%	%		$			%	%
	(Dollars in thousands)
Real estate loans:
One-to-four family (1)	$	6362,~~232~~831			5758.4352	%	$	6163,~~113~~232			5357.0443	%	$	6261,~~138~~113			5053.8004	%
Multi-family		2,~~880~~770			2.6158			2,~~994~~880			2.6061			32,~~801~~994			32.1160
Construction and land		~~370~~358			0.3433			~~2,814~~370			20.4434			52,~~785~~814			42.7344
Commercial real estate		1514,~~926~~257			1413.4628			1815,~~936~~926			1614.4446			2118,~~424~~936			1716.5144
Total real estate loans		8280,~~408~~216			74.8471			8582,~~857~~408			74.5284			9385,~~148~~857			7674.1552
Consumer and other loans:
Home equity		26,~~923~~555			24.4573			2826,~~250~~923			24.5245			2728,~~530~~250			2224.5152
Commercial		~~546~~435			0.5041			~~743~~546			0.6550			~~1,290~~743			10.0565
Other consumer		~~233~~161			0.2115			~~357~~233			0.3121			~~350~~357			0.2931
Total consumer and other loans		27,~~702~~151			25.1629			2927,~~350~~702			25.4816			29,~~170~~350			2325.8548
Total loans		~~110~~107,~~110~~367			100.00	%		~~115~~110,~~207~~110			100.00	%		~~122~~115,~~318~~207			100.00	%
Less:
Loans in process		~~227~~63						58227						~~987~~58
Net deferred loan origination fees (costs)		(3827	)					(2638	)					(1726	)
Allowance for loan losses		1,~~305~~330						31,~~208~~305						23,~~920~~208
Total loans, net	$	~~108~~106,~~616~~001					$	~~111~~108,~~967~~616					$	~~118~~111,~~428~~967

______

(1) Includes $0150,000, $~~506,000~~0 and $0506,000 in loans held for sale at September 30, ~~2011~~2012, ~~2010~~2011 and ~~2009~~2010, respectively.

Loan Maturity Table. The following table sets forth the contractual maturities of the Company’s loan portfolio at September 30, ~~2011~~2012. The table does not reflect anticipated prepayments or scheduled principal repayments. All mortgage loans are shown as maturing based on contractual maturities. Demand loans, loans having no stated schedule of payments and no stated maturity and overdrafts are shown as due in one year or less. Amounts shown are net of loans in process.

Due in One Year or Less

Due After One Year Through Five Years

Due After Five Years

Total

(In thousands)

Real estate loans:

One-to-four family

~~463~~626

~~1,067~~682

61,~~702~~523

6362,~~232~~831

Multi-family

—

2,~~880~~770

Construction and land

98254

—

4541

~~143~~295

Commercial real estate

~~122~~1,027

32,~~164~~048

1211,~~640~~182

1514,~~926~~257

Consumer and other loans:

Home equity

~~190~~150

2,~~077~~642

2423,~~656~~763

26,~~923~~555

Commercial

~~199~~176

~~194~~120

~~153~~139

~~546~~435

Other consumer

127

9976

~~122~~78

~~233~~161

Total

12,~~084~~240

65,~~601~~568

~~102~~99,~~198~~496

~~109~~107,~~883~~304

The following table sets forth as of September 30, ~~2011~~2012 the dollar amount of all loans due after September 30, ~~2012~~2013, according to rate type and loan category.

Fixed Rates

Floating or Adjustable Rates

Total

Floating or

Fixed Rates

Adjustable Rates

Total

(In thousands)

Real estate loans:

One-to-four family

31,~~648~~698

3130,~~121~~507

62,~~769~~205

Multi-family

—

2,~~880~~770

Construction and land

—

4541

Commercial real estate

32,~~370~~837

1210,~~434~~393

1513,~~804~~230

Consumer and other loans:

Home equity

15,~~507~~911

1110,~~226~~494

26,~~733~~405

Commercial

~~194~~120

~~153~~139

~~347~~259

Other consumer

~~180~~117

4137

~~221~~154

Total

50,~~899~~683

5754,~~900~~381

~~108~~105,~~799~~064

One-to-Four Family Mortgage Loans. The Company offers first mortgage loans secured by one-to-four family residences in its primary lending area. Typically, such residences are single-family homes that serve as the primary residence of the owner. The Company requires private mortgage insurance on one-to-four family, owner-occupied loans with a loan-to-value ratio in excess of 80%. The Company currently offers fixed-rate and adjustable-rate mortgage loans with terms up to 40 years. The Company’s adjustable-rate mortgage loans generally have rates that adjust annually or terms in which interest rates are fixed for the first three to ten years and adjust annually thereafter (e.g. “10/1 ARM”). ARM loans are qualified at the fully indexed mortgage rate as of the date of the commitment. The Company offers such loans in an effort to make its assets more interest rate sensitive. Interest rates charged on fixed-rate loans are competitively priced based on the local market.

The Company’s portfolio also includes mortgage loans on non-owner occupied one-to-four family residences. Such loans are generally offered with variable rates or balloons which typically adjust or mature, respectively, within 10 years. Renewal of balloon mortgage loans is based on the credit history as well as the current qualification of the borrower at the time of renewal. Loan origination fees on loans are generally 0% to 3% of the loan amount depending on the market rate and customer demand. At September 30, ~~2011~~2012, the Bank’s one-to-four family mortgage portfolio included approximately $65.48 million in loans secured by non-owner-occupied residential properties. Loans secured by non-owner-occupied property are generally considered to involve a higher degree of credit risk than the financing of owner-occupied properties since repayment may be affected by the continued receipt of rental income from such properties.

The Company generally retains adjustable and shorter-term, fixed-rate loans in its portfolio and sells qualifying longer-term fixed-rate loans to Fannie Mae pursuant to forward commitments and retains the servicing rights. Generally, fixed-rate loans have a 10 to 40 year term to maturity. Non-conforming, fixed-rate loans are both retained in the Company’s portfolio and sold in the secondary market to private entities, servicing released. At September 30, ~~2011~~2012 there were no$150,000 in loans held for sale. See “-- Loan Servicing, Purchases and Sales.”

Construction and Land Lending. The Company’s loan portfolio includes residential construction loans and loans secured by undeveloped land. Construction loans are ~~classified~~made asto ~~either~~local ~~pre-sold~~individuals orfor ~~speculative real estate loans at~~ the ~~time~~purpose of ~~origination,~~constructing ~~depending~~their onsingle-family ~~whether~~residence ~~a buyer is under contract of sale,~~ and are generally limited to the counties within or surrounding the Company’s primary market areas. ~~Construction~~ loans are made to local individuals for the purpose of constructing their single-family residence, to real estate builders or developers for the purpose of constructing residential housing or nonresidential structures or to business customers for owner-occupied use. Land loans are generally made to builders and developers for the purpose of constructing improvements thereon. Under the Supervisory Agreement, the Bank may not make construction or land loans without prior written non-objection from the OCC, unless for the origination of one-to-four family construction loans secured by property in the Bank’s local leading area under binding sale contracts to an owner-occupant with permanent financing.

The Company’s construction loans generally have maturities of 6 to 18 months, with payments being made monthly on an interest-only basis. Construction loan rates generally adjust monthly based on the prime rate plus a margin of 0% to 3% and are generally made with maximum loan-to-value ratios of 80%. Land loans generally have terms of less than 18 months, loan-to-value ratios of 50% or less and interest rates from 0% to 3% over prime. It is the Company’s policy to limit land loans to amounts not in excess of what the developer can absorb in one year.

Construction lending is generally considered to involve a higher level of risk as compared to single-family residential lending, due to the concentration of principal in a limited number of loans and borrowers and the effects of general economic conditions on developers and builders. Moreover, a construction loan can involve additional risks because of the inherent difficulty in estimating both a property’s value at completion of the project and the estimated cost (including interest) of the project. The nature of these loans is such that they are generally more difficult to evaluate and monitor. In addition, speculative construction loans to a builder are not necessarily pre-sold and thus pose a greater potential risk to the Company than construction loans to individuals for their personal residences. Land loans impose additional risk because of the illiquidity of the security.

To limit its risk on construction and land loans, the Company requires the involvement of an experienced builder and generally requires personal guarantees from the principals of the borrower. The Company seeks to further mitigate the risk of construction lending by only disbursing funds on a pre-approved draw schedule. Advances are only made after scheduled work has been completed as confirmed

by an independent inspection. In addition, all construction properties are appraised on both an “as is” and an “as completed” basis to ensure that unadvanced funds will be sufficient to complete the project. The Company attempts to address the risks of land lending by requiring a loan-to-value ratio no greater than 50%. In addition, the Company does not generally make land loans on a speculative basis.

Commercial and Multi-Family Real Estate Loans and Commercial Business Loans. Commercial real estate loans are permanent loans secured by improved property such as office buildings, churches, small business facilities and other non-residential buildings primarily in the Company’s primary market area. Multi-family residential loans are permanent loans secured by residential buildings containing five or more units. Interest rates on commercial and multi-family loans are generally slightly higher than those offered on residential loans. Commercial and multi-family real estate loans are generally originated in amounts of up to 80% of the appraised value or purchase price of the mortgaged property (whichever is lower). The commercial and multi-family real estate loans in the Company’s portfolio generally consist of balloon or adjustable-rate loans which were originated at prevailing market rates.

The Company’s commercial business loans are generally secured by business assets, such as accounts receivable, or equipment and inventory, as well as real estate. However, the collateral securing the loans may depreciate over time, may be difficult to appraise, and may fluctuate in value based on the success of the business.

The Company’s commercial business lending policy emphasizes (1) credit file documentation, (2) analysis of the borrower’s character, (3) analysis of the borrower’s capacity to repay the loan (including review of annual financial statements), (4) adequacy of the borrower’s capital and collateral, and (5) evaluation of the industry conditions affecting the borrower. Analysis of the borrower’s past, present and future cash flows is also an important aspect of the Company’s credit analysis. The Company requests annual financial statements of the borrower on all commercial loans.

Unlike residential mortgage loans, which generally are made on the basis of the borrower’s ability to make repayment from his or her employment and other income and which are secured by real property with a value that tends to be more easily ascertainable, commercial business loans typically are made on the basis of the borrower’s ability to make repayment from the cash flow of the borrower’s business. As a result, the availability of funds for the repayment of commercial business loans may be substantially dependent on the success of the business itself (which is likely to be dependent upon the general economic environment). ~~Under the Supervisory Agreement, the Bank may not make commercial loans or non-residential real estate loans without prior written non-objection from the OCC.~~

Consumer Loans. The Company originates home equity loans secured by single-family residences. These loans are made on owner-occupied, single-family residences and generally are originated as fixed-rate loans with terms of one to twenty years or variable- rate lines of credit tied to the prime rate. The loans are generally subject to an 80% combined loan-to-value limitation including any other outstanding mortgages or liens. The Company’s remaining consumer loans consist primarily of new and used mobile home loans, new and used automobile loans, account loans and unsecured personal loans.

The Company’s portfolio also ~~offers~~includes high loan-to-value fixed-rate and non-owner occupied fixed-rate equity loans. Such loans are generally subject to loan to value limitations of 90% and 70%, respectively, including any other outstanding mortgages or liens. These loans are for terms of one to seven years. The Company will generally not take a position lower than a second lien.

Due to the type and nature of the collateral and, in some cases the absence of collateral, consumer lending generally involves more credit risk compared to one-to-four family residential lending. Consumer

lending collections are typically dependent on the borrower’s continuing financial stability, and thus, are more likely to be adversely affected by job loss, divorce, illness and personal bankruptcy. Generally, collateral for consumer loans depreciates rapidly and often does not provide an adequate source of repayment of the outstanding loan balance. The Company attempts to limit its exposure in consumer lending by emphasizing home equity loans with the Board determining loan-to-value ratios.

Loans-to-One-Borrower Limit. Under federal law, a federal savings bank generally may not lend to one borrower in an amount greater than the higher of $500,000 or 15% of its unimpaired capital and surplus. At September 30, ~~2011~~2012, our legal loans-to-one-borrower limit was approximately $2.23 million. During 2009, we reduced our internal loans-to-one-borrower limit to $1,000,000 going forward.

At September 30, ~~2011~~2012, our largest lending relationship was $1.6 million and consisted of two loans. One of the loans has a $1.5 million balance and is secured by an owner-occupied, single-family residence. The other loan, with a $6956,000 balance, is secured by business assets. Our next largest lending relationship was $1.54 million and consisted of a participation in a commercial real estate loan secured by a motel. All such loans are current.

Loan Originations and Approval Authority. Loan originations are generally obtained from existing customers, members of the local community, and referrals from real estate brokers, lawyers, accountants, and current and past customers within the Company’s lending area.

Upon receipt of a loan application from a prospective borrower, a credit report and verifications are ordered to confirm specific information relating to the loan applicant’s employment, income and credit standing. An appraisal or valuation determination, subject to regulatory requirements, of the real estate intended to secure the proposed loan is undertaken. The President ~~has~~and Chief Financial Officer have lending authority to make mortgage and commercial loans of up to $~~350~~250,000 and unsecured loans of up to $15,000 while the Bank’s ~~Chief Operating Officer and~~ Loan Officers have lesser lending authorities to make secured and unsecured loans. A Loan ~~Officer~~ Committee of management has the authority to make secured loans up to $400,000. All other loans must be approved by the Board of Directors. All loans originated or purchased are underwritten by a lending officer, subject to the loan underwriting policies as approved by the Board of Directors. All purchased and originated loans are approved or ratified by the Board of Directors.

Loan applicants are promptly notified of the decision of the Company, setting forth the terms and conditions of the decision. If approved, these terms and conditions include the amount of the loan, interest rate and basis, amortization term, a brief description of the real estate to be mortgaged or the collateral to be pledged and the notice requirement of insurance coverage to be maintained to protect the Company’s interest. The Company requires title insurance or a title opinion on first mortgage loans and fire and casualty insurance on all properties securing loans, which insurance must be maintained during the entire term of the loan. The Company also requires flood insurance, if appropriate, in order to protect the Company’s interest in the security property. Mortgage loans originated and purchased by the Company in its portfolio generally include due-on-sale clauses that provide the Company with the contractual right to deem the loan immediately due and payable in the event that the borrower transfers ownership of the property without the Company’s consent.

Loan Servicing, Purchases and Sales. The Company services the loans it originates for its loan portfolio. Loan servicing includes collecting and remitting loan payments, accounting for principal and interest, making inspections as required of mortgaged premises, contacting delinquent mortgagors, supervising foreclosures and property dispositions in the event of unremedied defaults, and generally administering the loans. Funds that have been escrowed by borrowers for the payment of mortgage-related expenses, such as property taxes and hazard and mortgage insurance premiums, are maintained in escrow accounts at the Bank.

The Company generally underwrites fixed-rate, one-to-four family mortgage loans pursuant to Fannie Mae guidelines to facilitate sale in the secondary market. Fixed-rate mortgage loans may be sold with servicing retained. Non-conforming, fixed-rate loans may be sold in the secondary market to private entities, and the servicing of such loans ismay ~~not~~be ~~retained~~sold. Commercial purpose loans or participations may be sold, generally to stay within loan-to-one-borrower limits and generally with servicing retained. During the year ended September 30, ~~2011~~2012, the Company sold $45.86 million of loans. The Company had no$150,000 in loans held-for-sale at September 30, ~~2011~~2012. The Company recognized loan servicing fees of $3744,000 for the year ended September 30, ~~2011~~2012. As of September 30, ~~2011~~2012, loans serviced for others totaled $1419.80 million.

The Company sells participations in its loans to other banks and purchases participations in loans from other banks. Roebling Bank has also ~~purchases~~purchased participations in affordable housing and community development loans originated by the Thrift Institutions Community Investment Corporation of New Jersey (“TICIC”). Participations are sold without recourse and are accounted for as sales in accordance with generally accepted accounting principles. Participation agreements generally give transferees the right to pledge their ownership interests. A right of first refusal is required to be given to other participants before ownership interests are sold or assigned.

Loan Commitments. The Company issues written commitments to prospective borrowers on all approved mortgage loans, which generally expire within 30 days of the date of issuance. The Company charges a lock-in fee to lock in mortgage rates. In some instances, after a review of the rate, terms, and circumstances, commitments may be renewed or extended up to 60 days. At September 30, ~~2011~~2012, the Company had $42.08 million of outstanding commitments to fund loans, $13.04 million of unused lines of credit, and $~~1.1~~700,000 ~~million~~ in commitments to sell loans.

Non-Performing and Problem Assets

Loan Delinquencies. The Company’s collection procedures provide that when a loan is 15 days past due, a delinquent notice is sent to the borrower and a late charge is imposed in accordance with the loan documents. If the payment is still delinquent after approximately 60 days, the borrower will receive a notice of default establishing a date by which the borrower must bring the account current or foreclosure proceedings will be instituted. Written notices are supplemented with telephone calls to the borrower. If the loan continues in a delinquent status for 90 days and no repayment plan is in effect, the account is turned over to an attorney for collection or foreclosure and the borrower is notified when foreclosure has been commenced.

Uncollected interest on loans that are contractually past due is charged off, or an allowance is established based on management’s periodic evaluation. The allowance is established by a charge to interest income and income is subsequently recognized only to the extent that cash payments are received until, in management’s judgment, the borrower’s ability to make periodic interest and principal payments is reestablished, in which case the loan is returned to accrual status. At a minimum, an allowance is generally established for all interest payments that are more than 90 days delinquent.

Non-Performing Assets. The following table sets forth information regarding non-performing loans and real estate owned, as of the dates indicated.

	At September 30,
	2011			2010			2009
	2012			2011			2010
	(Dollars in thousands)
Loans accounted for on a non-accrual basis:
Mortgage loans:
One-to-four family residential real estate	$	~~209~~581		$	~~1,549~~209		$	1,~~978~~549
Construction and land		—			2,286			3,255
Multi-family		656			—			—
Commercial real estate		335			688			1,581
Construction and land		—			—			2,286
Commercial real estate		137			335			688
Consumer and other loans:
Home equity		~~140~~165			~~127~~140			50127
Other consumer		—			—			—
Total non-accrual loans		~~684~~1,539			~~4,650~~684			64,~~864~~650
Accruing loans contractually past due 90 days or more:
Mortgage loans:
One-to-four family residential real estate		191			~~261~~191			—261
Consumer and other loans:
Home equity		—			—			—
Other consumer		—			—			—
Total accruing loans contractually past due 90 days or more		191			~~261~~191			—261
Total non-performing loans		~~875~~1,730			~~4,911~~875			64,~~864~~911
Real estate owned		~~1,611~~444			~~749~~1,611			~~1,203~~749
Other repossessed assets		—			—			—
Total non-performing assets	$	2,174		$	2,486		$	5,660
Total non-performing assets	$	2,486		$	5,660		$	8,067
Total non-performing loans to total loans, net		1.61	%		0.80	%		4.26	%
Total non-performing loans to total loans, net		0.80	%		4.26	%		5.66	%
Total non-performing loans to total assets		1.07	%		0.53	%		2.95	%
Total non-performing loans to total assets		0.53	%		2.95	%		3.98	%
Total non-performing assets to total assets		1.34	%		1.52	%		3.39	%
Total non-performing assets to total assets		1.52	%		3.39	%		4.68	%

As of September 30, ~~2011~~2012, non-accrual loans consist of ~~six~~nine loans with balances ranging from $1429,000 to $~~335~~493,000, ~~and~~none ~~include~~of ~~one~~which ~~loan~~were ~~totaling $335,000 that was~~ restructured in a troubled debt restructuring. ~~This loan is collateralized by commercial real estate and is in foreclosure.~~ The ~~remaining five~~ non-accrual loans are in various stages of collection, workout and foreclosure. Real estate owned consists of ~~eight~~one ~~single~~partially complete multi-family ~~properties~~construction ofrehab ~~various types, with net book values ranging from $28,000 to $637,000~~project.

For non-accrual loans outstanding at September 30, ~~2011~~2012 the Company would have recorded $3681,000 in interest income for the year then ended, had the loans been current in accordance with their original terms. Interest income of $1224,000 on these loans was included in net income for the fiscal year. Not included in the above table as of September 30, 2012, 2011 and 2010 are $1.4 million, $1.6 million and $1.2 million, respectively, in loans that were restructured in a troubled debt ~~restructuring~~restructurings and are performing in accordance with the modified terms. At September 30, ~~2011~~2012, the Company had no other loans which are not disclosed in the non-performing or classified asset tables as to which known information about possible credit problems of borrowers caused management to have serious doubts about the ability of such borrowers to comply with present loan repayment terms. Approximately $~~220~~380,000 of the allowance for loan losses related to non-performing loans at September 30, ~~2011~~2012.

Classified Assets. Federal banking regulations require savings associations to evaluate and classify their assets on a regular basis in a manner consistent with the asset classification system used by OCC examiners. Under this classification system, problem assets are classified as “substandard,”

~~OCC examiners. Under this classification system, problem assets are classified as~~ “~~substandard,” “~~doubtful,” or “loss.” An asset is considered substandard if it is inadequately protected by the current equity and paying capacity of the obligor or of the collateral pledged, if any. Substandard assets include those characterized by the “distinct possibility” that the insured institution will sustain “some loss” if the deficiencies are not corrected. Assets classified as doubtful have all of the weaknesses inherent in those classified as substandard, with the added characteristic that the weaknesses present make “collection or liquidation in full,” on the basis of currently existing facts, conditions, and values, “highly questionable and improbable.” Assets classified as loss are those considered “uncollectible” and of such little value that their continuance as assets without the establishment of a specific loss reserve is not warranted. Regulations also provide for a “special mention” category for assets that do not expose an institution to sufficient risk to warrant adverse classification, but have potential weaknesses that deserve management’s close attention.

~~When~~The afollowing ~~savings~~table ~~association~~sets ~~classifies~~forth problem assets as either substandard or doubtful, it may establish general allowances for loan losses in an amount deemed prudent by management. General allowances represent loss allowances which have been established to recognize the inherent risk associated with lending activities, but which, unlike specific allowances, have not been allocated to particular problem assets. When a savings association classifies problem assets as loss, it is required either to establish a specific allowance equal to 100% of that portion of the asset so classified or to charge off such amount. An associationCompany’s ~~determination~~classified ~~as to the classification of its~~ assets, ~~and~~net ~~the amount~~ of ~~its valuation~~ allowances ison ~~subject~~impaired ~~to review by federal banking examiners~~loans, which may order the establishment of additional general or specific loss allowances. A portion of general loss allowances established to cover losses related to assets classified as substandard or doubtful or to cover risks of lending in ~~general~~accordance ~~may~~with beits ~~included~~classification assystem ~~part~~at ofthe andates ~~institution’s regulatory capital, while specific allowances generally do not qualify as regulatory capital.~~indicated:

The following table sets forth the Company’s classified assets, net of specific allowances, in accordance with its classification system at the dates indicated:

	At September 30,
	2012		2011		2010
	(In thousands)

Special Mention	$	6,291	$	6,060	$	6,293
Substandard		4,397		7,112		5,050
Doubtful		—		—		1,895
Loss		—		—		—
Total	$	10,688	$	13,172	$	13,238

	At September 30,
	2011		2010		2009
	(In thousands)
Special Mention	$	6,060	$	6,293	$	4,695
Substandard		7,112		5,050		4,138
Doubtful		—		1,895		2,409
Loss		—		—		—
Total	$	13,172	$	13,238	$	11,242

At September 30, 2012, substandard assets included $444,000 in real estate owned and $4.0 million in loans. $2.5 million of the substandard loans were performing. The special mention assets of $6.3 million, all of which were performing, included a total of 23 loans at September 30, 2012.

At September 30, 2011, substandard assets included $1.6 million in real estate owned and $5.5 million in loans. $4.8 million of the substandard loans were performing. The special mention assets of $6.1 million, all of which were performing, included a total of 20 loans at September 30, 2011.

Allowance for Loan Losses. A provision for loan losses is charged to operations based on management’s evaluation of the losses that may be incurred in the Company’s loan portfolio. Such evaluation, which includes a review of all loans of which full collectibility of interest and principal may not be reasonably assured, considers the Company’s past loan loss experience, known and inherent risks in the portfolio, adverse situations that may affect the borrower’s ability to repay, estimated value of any underlying collateral, any existing guarantees, past performance of the loan, available documentation for the loan, legal impediments to collection, financial condition of the borrower, and current economic and real estate market conditions.

Our methodology for analyzing the allowance for loan losses consists of several components. Specific allocations are made for loans that are determined to be impaired. A loan is considered to be impaired when it is probable that we will be unable to collect all amounts due according to the contractual terms of the loan agreement. For such loans, an allowance is allocated when the present value of expected future cash flows or the fair value of the collateral, adjusted for selling expenses, is less than the carrying value of the loan. The remaining allowance is determined by segregating the unimpaired loans into groups and applying a loss factor to each group. Loans are grouped by type, purpose and adverse classification. The loss factor is based on inherent and historical losses associated with each type of lending group, as well as economic and real estate market conditions and trends. For example, losses on one-to-four family residential loans are generally lower than consumer or commercial loans. We also look at the level of our allowance in proportion to non-performing loans and total loans. We have established an overall ratio range that we have determined is prudent based on historical and industry data. An unallocated allowance

Our methodology for analyzing the allowance for loan losses consists of several components. Specific allocations are made for loans that are determined to be impaired. A loan is considered to be impaired when it is probable that we will be unable to collect all amounts due according to the contractual terms of the loan agreement. For such loans, a specific allowance is established when the present value of expected future cash flows or the fair value of the collateral, adjusted for selling expenses, is less than the carrying value of the loan. The general allocation is determined by segregating the remaining loans into groups and applying a loss factor to each group. Loans are grouped by type, purpose and adverse classification. The loss factor is based on inherent and historical losses associated with each type of lending group, as well as economic and real estate market conditions and trends. For example, losses on one-to-four family residential loans are generally lower than consumer or commercial loans. We also look at the level of our allowance in proportion to non-performing loans and total loans. We have established an overall ratio range that we have determined is prudent based on historical and industry data. An unallocated allowance represents the excess of the total allowance, determined to be in the established range, over the ~~specific~~calculated ~~and general~~ allocations.

~~The~~An ~~Company~~association’s ~~has~~determination ~~used~~as to the ~~same~~classification ~~methodology~~of inits ~~analyzing~~assets and the amount of its ~~allowance~~valuation inallowances ~~each~~is ofsubject to review by federal banking examiners, who may order the ~~periods~~establishment ~~presented~~of additional loss allowances. InA ~~fiscal~~portion ~~2011~~of weloss ~~adjusted~~allowances ~~and~~established ~~expanded~~to ~~our~~cover ~~loan~~losses ~~groups~~related to ~~improve~~assets ~~the~~classified ~~stratification~~as ~~based~~substandard onor ~~risk~~doubtful ~~and~~or ~~loss~~to ~~experience. The~~cover ~~allowance~~risks ~~for~~of ~~loan~~lending ~~losses~~in ~~was~~general ~~1.19%,~~may ~~2.79%~~be ~~and~~included ~~2.41%~~as part of ~~total~~an ~~loans~~institution’s ~~outstanding~~regulatory atcapital, ~~September~~while ~~30,~~specific ~~2011,~~allowances ~~2010~~generally ~~and~~do ~~2009,~~not ~~respectively~~qualify as regulatory capital.

The Company has used the same methodology in analyzing its allowance in each of the periods presented. In fiscal 2011 we adjusted and expanded our loan groups to improve the stratification based on risk and loss experience. The allowance for loan losses was 1.24%, 1.19% and 2.79% of total loans outstanding at September 30, 2012, 2011 and 2010, respectively.

The Company charges off loans when collectibility is sufficiently questionable such that we can no longer justify showing the loan as an asset on the balance sheet. To determine if a loan should be charged off, all possible sources of repayment are analyzed. Possible sources of repayment include the value of the underlying collateral, the strength of co-makers or guarantors and the potential for future cash flow. If management determines that a loan should be charged off, a recommendation is presented to the Board of Directors. Collection efforts continue after a loan has been charged off to maximize recovery of charged off amounts.

Management will continue to review the entire loan portfolio to determine the extent, if any, to which further additional loss provisions may be deemed necessary. While we believe that we use the best information available to perform our loan loss allowance analysis, adjustments to the allowance in the future may be necessary. Changes in underlying estimates could result in the requirement for additional provisions for loan losses. For example, a rise in delinquency rates may cause us to increase the reserve percentages we apply to loan groups for purposes of calculating general allocations, or may require additional ~~specific~~ allocations for impaired loans. In addition, actual loan losses may be significantly more than the reserves we have established. Each of these scenarios would require the addition of additional provisions, which could have a material negative effect on our financial results.

Activity in the Allowance for Loan Losses. The following table sets forth information with respect to activity in the Company’s allowance for loan losses for the periods indicated:

	Year Ended September 30,
	2011			2010			2009
	2012			2011			2010
	(Dollars in thousands)
Total loans outstanding(1)	$	~~109~~107,~~920~~331		$	~~115~~109,~~175~~920		$	~~121~~115,~~348~~175
Average loans outstanding	$	~~111~~109,~~042~~057		$	~~115~~111,~~304~~042		$	~~116~~115,~~495~~304
Allowance balances (at beginning of period)	$	31,~~208~~305		$	23,~~920~~208		$	~~956~~2,920
Provision for loan losses		~~(150~~350	)		~~1,100~~(150	)		31,~~245~~100
Charge-offs:
One-to-four family		~~(958~~—	)		(~~475~~958	)		(~~806~~475	)
Construction and land		(~~1,063~~16	)		(~~171~~1,063	)		(~~278~~171	)
Commercial real estate		(66228	)		(~~162~~66	)		—(162
Commercial		(5—	)		—(5	)		~~(194~~—	)
Consumer		—			(4	)		(3	)
Home equity		(94	)		—			—
Total charge-offs		(2,092	)		(812	)		(1,281	)
Consumer		—			—			(4	)
Recoveries		339			—			—
Total charge-offs		(338	)		(2,092	)		(812	)
Net charge-offs		(1,753	)		(812	)		(1,281	)
Recoveries		13			339			—
Allowance balance (at end of period)	$	1,305		$	3,208		$	2,920
Net charge-offs		(325	)		(1,753	)		(812	)
Allowance for loan losses as a percent of total loans outstanding		1.19	%		2.79	%		2.41	%
Allowance balance (at end of period)	$	1,330		$	1,305		$	3,208
Net charge-offs as a percentage of average loans outstanding		1.58	%		0.70	%		1.10	%
Allowance for loan losses as a percent of total loans outstanding		1.24	%		1.19	%		2.79	%
Net charge-offs as a percentage of average loans outstanding		0.30	%		1.58	%		0.70	%

__________

(1)	Excludes allowance for loan losses.

Allocation of the Allowance for Loan Losses. The following table sets forth the allocation of the allowance by category, which management believes can be allocated only on an approximate basis. The allocation of the allowance to each category is not necessarily indicative of future loss and does not restrict the use of the allowance to absorb losses in any category.

	At September 30,
	2011					2010					2009
	2012					2011					2010
	Amount		Percent of Loans in Each Category to Total Loans			Amount		Percent of Loans in Each Category to Total Loans			Amount		Percent of Loans in Each Category to Total Loans
	(Dollars in thousands)
One-to-four family (1)	$	~~695~~771		8283.0530	%	$	~~1,273~~695		7782.6105	%	$	1,~~323~~273		7377.9061	%
Multi-family		30246		2.6258			8230		2.6062			9582		32.1360
Construction and land		63		0.1327			~~973~~6		20.3913			~~767~~973		32.9639
Commercial real estate		~~451~~206		1413.4929			~~800~~451		1614.4449			~~654~~800		1716.6644
Commercial		1710		0.5041			2017		0.6550			3220		10.0665
Consumer		32		0.2115			183		0.3121			1718		0.2931
Unallocated		~~103~~92		—			42103		—			3242		—
Total	$	1,~~305~~330		100.00	%	$	31,~~208~~305		100.00	%	$	23,~~920~~208		100.00	%

________

(1)	Includes home equity loans.

At September 30, 2012, the allowance for loan losses was $1,330,000 compared to $1,305,000 at September 30, 2011. The amount of the allowance was determined in accordance with the Bank’s methodology and reflects a still high, but lower, level of classified loans and a higher level of impaired and non-performing loans. The allowance increased slightly through a provision for loan losses of $350,000 and recoveries of $13,000, which offset charge-offs of $338,000 during the year. The charge-offs were primarily on two loans; one resulted from the short sale of a commercial real estate property and the other was the charge-off of a junior-lien home equity loan that was deemed to be uncollectible.

During the year ended September 30, 2011, the allowance for loan losses decreased to $1.3 million from $3.2 million at September 30, 2010. The amount of the allowance was determined in accordance with the Bank’s methodology and reflects a large amount of charge-offs in fiscal 2011 and a continued high level of classified loans, but a significant decrease in impaired and non-performing loans. The allowance decreased as a result of $2.1 million in charge-offs for the year and a reversal of loan loss provisions of $150,000, partially offset by $339,000 in recoveries. The charge-offs of $2.1 million in fiscal 2011 were recorded upon the writedown to fair value, less estimated costs to sell, of properties acquired through foreclosure or by deed in lieu of foreclosure and the charge-off of other balances deemed uncollectible. $1.8 million of the charge-offs relates to two large non-performing loans that were resolved. One loan for $1.7 million went to a sheriff’s sale and the property was acquired, with $1.1 million charged off upon the transfer to REO. Another loan, with a balance of $800,000 was sold, with charge-off of $700,000. The general valuation allowance decreased by $205,000 in fiscal 2011, while the specific allowance decreased by $1.7 million.

During the year ended September 30, 2010, the allowance for loan losses was increased to $3.2 million from $2.9 million at September 30, 2009. The amount of the allowance was determined in accordance with the Bank’s methodology and reflects an increase in the amount of classified loans and continued high level of impaired and non-performing loans. The allowance was increased through a provision for loan losses of $1.1 million, which offset $812,000 in charge-offs for the year. There were less than $1,000 in recoveries during 2010. The general valuation allowance decreased by $187,000 in fiscal 2010, while the specific allowance increased by $475,000. The increase in specific allowances is due to a decline in the value of the collateral securing our impaired loans, reflecting the state of the economy and declining real estate values in our market area. The charge-offs of $812,000 in fiscal 2010 were recorded upon the writedown to fair value, less estimated costs to sell, of properties acquired by deed in lieu of foreclosure, the short-sale of properties securing two loans and the charge-off of other balances deemed uncollectible.

Investment Activities

The Bank is required to maintain a sufficient level of liquid assets (including specified short-term securities and certain other investments), as determined by management and defined and reviewed for adequacy by the federal banking regulators during their regular examinations. The OCC, however, does not prescribe by regulation a minimum amount or percentage of liquid assets. The level of liquid assets varies depending upon several factors, including: (i) the yields on investment alternatives, (ii) management’s judgment as to the attractiveness of the yields then available in relation to other opportunities, (iii) expectation of future yield levels, and (iv) management’s projections as to the short-term demand for funds to be used in loan origination and other activities. Investment securities, including mortgage-backed securities, are classified at the time of purchase, based upon management’s intentions and abilities, as securities held to maturity or securities available for sale. Debt securities acquired with the intent and ability to hold to maturity are classified as held to maturity and are stated at cost and adjusted for amortization of premiums and accretion of discounts, which are computed using the level yield method and recognized as adjustments of interest income. All other debt securities are classified as available for sale to serve principally as a source of liquidity. At September 30, ~~2011~~2012, the Company had no securities of a single issuer, excluding U.S. government and agency securities, that exceeded 10% of stockholder’s equity.

Current regulatory and accounting guidelines regarding investment securities (including mortgage- backed securities) require us to categorize securities as “held to maturity,” “available for sale” or “trading.” As of September 30, ~~2011~~2012, we had securities classified as “held to maturity” and “available-for-sale” in the amount of $~~109~~89,000 and $4244.80 million, respectively, and had no securities classified as “trading.” Securities classified as “available for sale” are reported for financial reporting purposes at the fair market value with net changes in the market value from period to period included as a separate component of stockholders’ equity, net of income taxes. At September 30, 2012, our securities available for sale had an amortized cost of $42.5 million and market value of $44.0 million. The changes in market value in our available-for-sale portfolio reflect normal market conditions and vary, either positively or negatively, based primarily on changes in general levels of market interest rates relative to the yields of

component of stockholders’ equity, net of income taxes. At September 30, 2011, our securities available for sale had an amortized cost of $41.5 million and market value of $42.8 million. The changes in market value in our available-for-sale portfolio reflect normal market conditions and vary, either positively or negatively, based primarily on changes in general levels of market interest rates relative to the ~~yields of the~~ portfolio. Additionally, changes in the market value of securities available-for-sale do not affect our income nor does it affect the Bank’s regulatory capital requirements or its loan-to-one borrower limit.

At September 30, ~~2011~~2012, the Company’s investment portfolio policy allowed investments in instruments such as: (i) U.S. Treasury obligations; (ii) U.S. federal agency or federally sponsored agency obligations; (iii) local municipal obligations; (iv) mortgage-backed securities; (v) banker’s acceptances; (vi) certificates of deposit; (vii) investment grade corporate bonds; and (viii) commercial paper. The Board of Directors may authorize additional investments.

As a source of liquidity and to supplement the Company’s lending activities, we have invested in residential mortgage-backed securities. Mortgage-backed securities can serve as collateral for borrowings and, through repayments, as a source of liquidity. Mortgage-backed securities represent a participation interest in a pool of single-family or other type of mortgages. Principal and interest payments are passed from the mortgage originators, through intermediaries (generally quasi-governmental agencies) that pool and repackage the participation interests in the form of securities, to investors like us. The quasi-governmental agencies, which include Ginnie Mae, Freddie Mac and Fannie Mae, guarantee the payment of principal and interest to investors.

Mortgage-backed securities typically are issued with stated principal amounts. The securities are backed by pools of mortgages that have loans with interest rates that are within a set range and have varying maturities. The underlying pool of mortgages can be composed of either fixed-rate or adjustable- rate mortgage loans. Mortgage-backed securities are generally referred to as mortgage participation certificates or pass-through certificates. The interest rate risk characteristics of the underlying pool of mortgages (i.e., fixed rate or adjustable rate) and the prepayment risk, are passed on to the certificate holder. The life of a mortgage-backed pass-through security is equal to the life of the underlying mortgages. Expected maturities will differ from contractual maturities due to repayments and because borrowers may have the right to call or prepay obligations with or without prepayment penalties. Mortgage-backed securities issued by Ginnie Mae, Freddie Mac, and Fannie Mae make up a majority of the pass-through certificates market.

The Company may also invest in mortgage-related securities, primarily collateralized mortgage obligations, issued or sponsored by Ginnie Mae, Freddie Mac, and Fannie Mae. Collateralized mortgage obligations are a type of debt security that aggregates pools of mortgages and mortgage-backed securities and creates different classes of collateralized mortgage obligation securities with varying maturities and amortization schedules as well as a residual interest, with each class having different risk characteristics. The cash flows from the underlying collateral are usually divided into “tranches” or classes whereby tranches have descending priorities with respect to the distribution of principal and interest repayment of the underlying mortgages and mortgage-backed securities as opposed to pass through mortgage-backed securities where cash flows are distributed pro rata to all security holders. Unlike mortgage-backed securities from which cash flow is received and prepayment risk is shared pro rata by all securities holders, cash flows from the mortgages and mortgage-backed securities underlying collateralized mortgage obligations are paid in accordance with a predetermined priority to investors holding various tranches of such securities or obligations. A particular tranche or class may carry prepayment risk which may be different from that of the underlying collateral and other tranches. Collateralized mortgage obligations attempt to moderate reinvestment risk associated with conventional mortgage-backed securities resulting from unexpected prepayment activity.

Investment Portfolio Composition. The following table sets forth the carrying value of the Company’s investment securities portfolio at the dates indicated.

	At September 30,
	2011		2010		2009
	2012		2011		2010
	(In thousands)
Investment securities held-to-maturity:
Mortgage-backed securities	$	~~109~~89	$	~~127~~109	$	~~148~~127
Total investment securities held-to-maturity		~~109~~89		~~127~~109		~~148~~127
Investment securities available-for-sale:
U.S. government and agency securities		1920,~~176~~171		1419,~~835~~176		514,~~528~~835
Fannie Mae stock		—		—		1
Mortgage-backed securities		23,830		23,642		25,758
Mortgage-backed securities		23,642		25,758		35,889
Total investment securities available-for-sale		44,001		42,818		40,593
Total investment securities available-for-sale		42,818		40,593		41,418
Total investment securities	$	44,090	$	42,927	$	40,720
Total investment securities	$	42,927	$	40,720	$	41,566

Investment Portfolio Maturities. The following table sets forth certain information regarding the carrying values, weighted average yields and contractual maturities of the Company’s investment and mortgage-backed securities portfolio at September 30, ~~2011~~2012.

	At September 30, 2011 (1)
	At September 30, 2012 (1)
	One Year or Less				One to Five Years				Five to Ten Years				More Than Ten Years				Total Securities
	Carrying Value		Average Yield		Carrying Value		Average Yield		Carrying Value		Average Yield		Carrying Value		Average Yield		Carrying Value		Average Yield			Market Value
	(Dollars in thousands)
Investment securities held-to-maturity
Mortgage-backed securities	$	—	—	%	$	138	3.5230	%	$	2415	43.5299	%	$	7266	2.9658	%	$	~~109~~89	32.3789	%	$	~~113~~92
Total investment securities held-to-maturity		—	—			13	3.52			24	4.52			72	2.96			109	3.37			113
Total investment securities held- to-maturity		—	—			8	3.30			15	3.99			66	2.58			89	2.89			92
Investment securities available-for-sale
U.S. government and agency securities		—1,003	—1.20			85,~~121~~096	12.9203			1114,~~055~~072	21.2996		$	—	—			1920,~~176~~171	21.1394			1920,~~176~~171
Mortgage-backed securities		~~170~~—	~~4.51~~—			~~242~~165	5.54			~~710~~626	5.6158			2223,~~520~~039	32.4691			23,~~642~~830	3.5500			23,~~642~~830
Total investment securities available-for-sale		~~170~~1,003	41.5120			85,~~363~~261	2.0214			1114,~~765~~698	2.4911			2223,~~520~~039	32.4691			4244,~~818~~001	2.9251			4244,~~818~~001
Total investment securities	$	~~170~~1,003	41.5120	%	$	85,~~376~~269	2.0314	%	$	1114,~~789~~713	2.4912	%	$	2223,~~592~~105	32.4691	%	$	4244,~~927~~090	2.9251	%	$	4244,~~931~~093

______________

(1)	The table does not include Fannie Mae stock, which is classified as available-for-sale. See “-- Investment Portfolio.”

Sources of Funds

General. Deposits are the major external source of the Company’s funds for lending and other investment purposes. The Company also derives funds from the amortization and prepayment of loans and mortgage-backed securities, maturities and calls of investment securities, borrowings, and operations. Scheduled loan principal repayments are a relatively stable source of funds, while deposit inflows and outflows, loan prepayments and security calls are significantly influenced by general interest rates and market conditions.

Deposits. Consumer and commercial deposits are attracted principally from within the Company’s primary market area through the offering of a selection of deposit instruments including checking accounts, savings accounts, money market accounts, and term certificate accounts. Deposit account terms vary according to the minimum balance required, the time period the funds must remain on deposit, and the interest rate, among other factors. At September 30, ~~2011~~2012, the Company had no brokered deposits.

Certificates of Deposit. The following table indicates the amount of the Company’s certificates of deposit of $100,000 or more by the time remaining until maturity as of September 30, ~~2011~~2012.

Maturity Period	Certificates of Deposits
	(In thousands)
Within three months	$	52,~~324~~676
Over three months through six months		2,~~253~~645
Over six months through twelve months		12,~~315~~125
Over twelve months		65,~~212~~153
	$	1512,~~104~~599

Borrowings. The Bank may obtain advances from the Federal Home Loan Bank of New York (“FHLB”) to supplement its supply of lendable funds. Advances from the FHLB are typically secured by a pledge of the Bank’s stock in the FHLB and a portion of the Bank’s ~~mortgage loan and~~ securities ~~portfolios~~portfolio. Each FHLB borrowing has its own interest rate, which may be fixed or variable, and maturity date. The Bank, if the need arises, may also access the Federal Reserve Bank discount window to supplement its supply of lendable funds and to meet deposit withdrawal requirements. At September 30, ~~2011~~2012, the Bank had $65.0 million of fixed-rate advances outstanding with a weighted average rate of 3.2937% and original contractual maturities ranging from ~~three~~four to five years.

The following table sets forth the maximum month-end balance and the average balance of short-term FHLB advances for the periods indicated. These borrowings were advanced against the overnight line of credit.

	At or for the Year Ended September 30,
	2011				2010				2009
	2012				2011				2010
	(Dollars in thousands)
Average balance outstanding		$	~~932~~1,911			$	~~1,507~~932			$	31,~~571~~507
Maximum balance at end of any month		$	58,~~750~~650			$	75,~~075~~750			$	87,~~600~~075
Balance outstanding at end of period		$	—8,650			$	~~3,000~~—			$	—3,000
Weighted average rate during period			0.3937	%			0.4439	%			0.5744	%
Weighted average rate at end of period			—0.38	%			~~0.41~~—	%			—0.41	%

Personnel

As of September 30, ~~2011~~2012, the Company had 2932 full-time and 1719 part-time employees. None of the Company’s employees are represented by a collective bargaining group. The Company believes that its relationship with its employees is good.

SUPERVISION AND REGULATION

Set forth below is a brief description of certain laws which relate to the regulation of the Bank and the Company. The description does not purport to be complete and is qualified in its entirety by reference to applicable laws and regulations.

Dodd-Frank Wall Street Reform and Consumer Protection Act

On July 21, 2010, the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”) was signed into law. The Dodd-Frank Act is intended to affect a fundamental restructuring of federal banking regulation. Among other things, the Dodd-Frank Act creates a new Financial Stability Oversight Council to identify systemic risks in the financial system and gives federal regulators new authority to take control of and liquidate financial firms. The Dodd-Frank Act has eliminated our long-time primary federal regulator and subjects savings and loan holding companies to greater regulation. The Dodd-Frank Act additionally creates a new independent federal regulator to administer federal consumer protection laws. The Dodd-Frank Act is expected to have a significant impact on our business operations as its provisions take effect. Among the provisions that have affected or are likely to affect us are the following:

Elimination of OTS. Effective July 21, 2011, the Dodd-Frank Act eliminated the OTS, which historically has been our primary federal regulator and the primary federal regulator of the Bank. At that time, the primary federal regulator of the Company became the Board of Governors of the Federal Reserve System (the “Federal Reserve” or “FRB”), and the primary federal regulator for the Bank became the Office of the Comptroller of the Currency (“OCC”). The Federal Reserve and OCC will generally have rulemaking, examination, supervision and oversight authority over our operations and the FDIC will retain secondary authority over the Bank. The Federal Reserve and OCC have provided a list of the current regulations issued by the OTS that each will continue to apply. OTS guidance, orders, interpretations, policies and similar items under which we and other savings and loan holding companies

and federal savings associations operate will continue to remain in effect until they are superseded by new guidance and policies from the OCC or Federal Reserve.

Holding Company Capital Requirements. Effective as of the transfer date, the Federal Reserve is authorized to establish capital requirements for savings and loan holding companies. These capital requirements must be countercyclical so that the required amount of capital increases in times of economic expansion and decreases in times of economic contraction, consistent with safety and soundness. Savings and loan holding companies will also be required to serve as a source of financial strength for their depository institution subsidiaries. Within five years after enactment, the Dodd-Frank Act requires the Federal Reserve to apply consolidated capital requirements that are no less stringent than those currently applied to depository institutions to depository institution holding companies that were not supervised by the Federal Reserve as of May 19, 2009. Under these standards, trust preferred securities will be excluded from Tier 1 capital unless such securities were issued prior to May 19, 2010 by a bank or savings and loan holding company with less than $15 billion in assets.

Federal Preemption. A major benefit of the federal thrift charter has been the strong preemptive effect of the Home Owners’ Loan Act (“HOLA”), under which we are chartered. Historically, the courts have interpreted the HOLA to “occupy the field” with respect to the operations of federal thrifts, leaving no room for conflicting state regulation. The Dodd-Frank Act, however, amends the HOLA to specifically provide that it does not occupy the field in any area of state law. Henceforth, before these laws may be pre-empted, any preemption determination must be made in accordance with the standards applicable to national banks, which have themselves been scaled back to require case-by-case determinations of whether state consumer protection laws discriminate against national banks or interfere with the exercise of their powers.

Deposit Insurance. The Dodd-Frank Act permanently increases the maximum deposit insurance amount for banks, savings institutions and credit unions to $250,000 per depositor, retroactive to January 1, 2008, and extends unlimited deposit insurance to non-interest bearing transaction accounts through December 31, 2012. The Dodd-Frank Act also broadens the base for FDIC insurance assessments. Assessments are now based on the average consolidated total assets less tangible equity capital of a financial institution. The Dodd-Frank Act requires the FDIC to increase the reserve ratio of the Deposit Insurance Fund from 1.15% to 1.35% of insured deposits by 2020 and eliminates the requirement that the FDIC pay dividends to insured depository institutions when the reserve ratio exceeds certain thresholds. In addition, the Dodd-Frank Act eliminates the federal statutory prohibition against the payment of interest on business checking accounts.

Qualified Thrift Lender Test. Under the Dodd-Frank Act, a savings association that fails the qualified thrift lender test will be prohibited from paying dividends, except for dividends that: (i) would be permissible for a national bank; (ii) are necessary to meet obligations of a company that controls the savings association; and (iii) are specifically approved by the OCC and the Federal Reserve. In addition, a savings association that fails the qualified thrift lender test will be deemed to have violated Section 5 of the Home Owners’ Loan Act and may become subject to enforcement actions thereunder.

Corporate Governance. The Dodd-Frank Act will require publicly traded companies to give stockholders a non-binding vote on executive compensation at their first annual meeting taking place six months after the date of enactment and at least every three years thereafter and on so-called “golden parachute” payments in connection with approvals of mergers and acquisitions. The new legislation also authorizes the SEC to promulgate rules that would allow stockholders to nominate their own candidates using a company’s proxy materials. Additionally, the Dodd-Frank Act directs the federal banking regulators to promulgate rules prohibiting excessive compensation paid to executives of depository institutions and their holding companies with assets in excess of $1.0 billion, regardless of whether the

company is publicly traded or not. The Dodd-Frank Act gives the SEC authority to prohibit broker discretionary voting on elections of directors and executive compensation matters. Under the implementing regulations adopted by the SEC, non-accelerated filers like the Company would not be required to hold the say-on-pay vote until 2013.

Prohibition Against Charter Conversions of Troubled Institutions. Effective one year after enactment, the Dodd-Frank Act prohibits a depository institution from converting from a state to federal charter or vice versa while it is the subject of a cease and desist order or other formal enforcement action or a memorandum of understanding with respect to a significant supervisory matter unless the appropriate federal banking agency gives notice of the conversion to the federal or state authority that issued the enforcement action and that agency does not object within 30 days. The notice must include a plan to address the significant supervisory matter. The converting institution must also file a copy of the conversion application with its current federal regulator which must notify the resulting federal regulator of any ongoing supervisory or investigative proceedings that are likely to result in an enforcement action and provide access to all supervisory and investigative information relating thereto.

Interstate Branching. The Dodd-Frank Act authorizes national and state banks to establish branches in other states to the same extent as a bank chartered by that state would be permitted to branch. Previously, federal savings banks could establish branches without geographic restrictions and banks could only establish branches in other states if the host state expressly permitted out-of-state banks to establish branches in that state. Accordingly, banks will be able to enter new markets more freely.

Transactions with Affiliates and Insiders. Effective one year from the date of enactment, the Dodd-Frank Act expands the definition of affiliate for purposes of quantitative and qualitative limitations of Section 23A of the Federal Reserve Act to include mutual funds advised by a depository institution or its affiliates. The Dodd-Frank Act will apply Section 23A and Section 22(h) of the Federal Reserve Act (governing transactions with insiders) to derivative transactions, repurchase agreements and securities lending and borrowing transactions that create credit exposure to an affiliate or an insider. Any such transactions with affiliates must be fully secured. The current exemption from Section 23A for transactions with financial subsidiaries will be eliminated. The Dodd-Frank Act will additionally prohibit an insured depository institution from purchasing an asset from or selling an asset to an insider unless the transaction is on market terms and, if representing more than 10% of capital, is approved in advance by the disinterested directors.

Debit Card Interchange Fees. Effective July 21, 2011, the Dodd-Frank Act requires that the amount of any interchange fee charged by a debit card issuer with respect to a debit card transaction must be reasonable and proportional to the cost incurred by the issuer. Within nine months of enactment, the Federal Reserve Board is required to establish standards for reasonable and proportional fees which may take into account the costs of preventing fraud. Although the restrictions on interchange fees do not apply to banks like the Bank that, together with their affiliates, have assets of less than $10 billion, the Bank may be required to lower its interchange fees to stay competitive.

Consumer Financial Protection Bureau. The Dodd-Frank Act creates a new, independent federal agency called the Consumer Financial Protection Bureau (“CFPB”), which is granted broad rulemaking, supervisory and enforcement powers under various federal consumer financial protection laws, including the Equal Credit Opportunity Act, Truth in Lending Act, Real Estate Settlement Procedures Act, Fair Credit Reporting Act, Fair Debt Collection Act, the Consumer Financial Privacy provisions of the Gramm-Leach-Bliley Act and certain other statutes. The CFPB will have examination and primary enforcement authority with respect to depository institutions with $10 billion or more in assets. Smaller institutions will be subject to rules promulgated by the CFPB but will continue to be examined and supervised by federal banking regulators for consumer compliance purposes. The CFPB

will have authority to prevent unfair, deceptive or abusive practices in connection with the offering of consumer financial products. The Dodd-Frank Act authorizes the CFPB to establish certain minimum standards for the origination of residential mortgages including a determination of the borrower’s ability to repay. In addition, the Dodd-Frank Act will allow borrowers to raise certain defenses to foreclosure if they receive any loan other than a “qualified mortgage” as defined by the CFPB. The Dodd-Frank Act permits states to adopt consumer protection laws and standards that are more stringent than those adopted at the federal level and, in certain circumstances, permits state attorneys general to enforce compliance with both the state and federal laws and regulations. Federal preemption of state consumer protection law requirements, traditionally an attribute of the federal savings association charter, has also been modified by the Dodd-Frank Act and now requires a case-by-case determination of preemption by the OCC and eliminates preemption for subsidiaries of a bank. Depending on the implementation of this revised federal preemption standard, the operations of the Bank could become subject to additional compliance burdens in the states in which it operates.

Regulation of the Bank

General. As a federally chartered savings bank with deposits insured by the FDIC, the Bank is subject to extensive regulation by federal banking regulators. This regulatory structure gives the regulatory authorities extensive discretion in connection with their supervisory and enforcement activities and examination policies, including policies regarding the classification of assets and the level of the allowance for loan losses. The activities of federal savings banks are subject to extensive regulation including restrictions or requirements with respect to loans to one borrower, the percentage of non-mortgage loans or investments to total assets, capital distributions, permissible investments and lending activities, liquidity, transactions with affiliates and community reinvestment. Federal savings banks are also subject to reserve requirements imposed by the FRB. Both state and federal law regulate a federal savings bank’s relationship with its depositors and borrowers, especially in such matters as the ownership of savings accounts and the form and content of the bank’s mortgage documents.

As a result of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”), the OCC assumed principal regulatory responsibility for federal savings banks from the OTS effective July 21, 2011. Under the Dodd-Frank Act, all existing OTS guidance, orders, interpretations, procedures and other advisories in effect prior to that date ~~will~~ continue in effect and shall be enforceable by or against the OCC until modified, terminated, set aside or superseded by the OCC in accordance with applicable law. The OCC has adopted most of the substantive OTS regulations on an interim final basis.

The Bank must file reports with the OCC concerning its activities and financial condition and must obtain regulatory approvals prior to entering into certain transactions such as mergers with or acquisitions of other financial institutions. The OCC will regularly examine the Bank and prepares reports to the Bank’s Board of Directors on deficiencies, if any, found in its operations. The OCC will have substantial discretion to impose enforcement action on an institution that fails to comply with applicable regulatory requirements, particularly with respect to its capital requirements. In addition, the FDIC has the authority to recommend to the Comptroller of the Currency to take enforcement action with respect to a particular federally chartered savings bank and, if the Comptroller does not take action, the FDIC has authority to take such action under certain circumstances.

Federal Deposit Insurance. The Bank’s deposits are insured to applicable limits by the FDIC. ~~Under~~The ~~the Dodd-Frank Act, the~~ maximum deposit insurance amount has been permanently increased from $100,000 to $250,000 ~~and~~as ~~unlimited~~a ~~deposit~~result ~~insurance~~of ~~has~~the ~~been~~passage ~~extended~~of tothe ~~non~~Dodd-~~interest-bearing~~Frank ~~transaction accounts until December 31, 2012~~Act. ~~Prior~~Under to the Dodd-Frank Act, ~~the~~non-interest-bearing ~~FDIC~~checking ~~had~~accounts ~~established~~are ~~a Temporary Liquidity Guarantee Program under which, for the payment of an additional assessment by~~ insured ~~banks~~without ~~that~~limit ~~did~~until ~~not~~December ~~opt out~~31, ~~the FDIC fully guaranteed all non-interest-bearing transaction accounts~~2012.

22The FDIC has adopted a risk-based premium system that provides for quarterly assessments based on an insured institution’s ranking in one of four risk categories based on their examination ratings and capital ratios. Well-capitalized institutions with the CAMELS ratings of 1 or 2 are grouped in Risk Category I and, until 2009, were assessed for deposit insurance at an annual rate of between five and seven basis points with the assessment rate for an individual institution determined according to a formula based on a weighted average of the institution’s individual CAMELS component ratings plus either five financial ratios or the average ratings of its long-term debt. Institutions in Risk Categories II, III and IV were assessed at annual rates of 10, 28 and 43 basis points, respectively.

~~until~~Starting ~~December~~in 312009, ~~2010~~the (FDIC significantly raised the ~~“Transaction~~assessment ~~Account~~rate ~~Guarantee~~in ~~Program”)~~order ~~and~~to ~~all~~restore ~~senior~~the ~~unsecured~~reserve ~~debt~~ratio of ~~insured~~the ~~depository~~Deposit ~~institutions~~Insurance orFund ~~their~~to ~~qualified~~the ~~holding~~statutory ~~companies~~minimum ~~issued~~of 1.15%. For the quarter beginning January 1, 2009, the FDIC raised the base annual assessment rate for institutions in Risk Category I to between ~~October~~12 and 14 basis points while the base annual assessment rates for institutions in Risk Categories II, ~~2008~~III and ~~October~~IV 31were increased to 17, ~~2009~~35 and 50 basis points, ~~with~~respectively. For the ~~FDIC’s~~quarter ~~guarantee~~beginning ~~expiring~~April 1, by2009 ~~December~~the ~~31,~~FDIC ~~2012~~set (the ~~“Debt~~base ~~Guarantee~~annual ~~Program”). The~~assessment ~~Company~~rate for institutions in Risk Category I to between 12 and 16 basis points and the ~~Bank~~base ~~opted~~annual ~~out~~assessment ofrates ~~the~~for ~~Debt~~institutions ~~Guarantee~~in ~~Program~~Risk Categories II, III and IV at 22, 32 and 45 basis points, respectively. ~~The~~An ~~Bank~~institution’s ~~did~~assessment ~~not~~rate ~~opt~~could ~~out~~be ofincreased ~~the~~within ~~original~~certain ~~Transaction~~limits ~~Account~~based ~~Guarantee~~on ~~Program~~its orlevels ~~its~~of ~~extensions~~brokered deposits and asset growth.

The FDIC ~~has~~imposed ~~adopted~~ a ~~risk-based~~special ~~premium~~assessment ~~system~~equal ~~that~~to ~~provides~~five ~~for~~basis ~~quarterly~~points ~~assessments~~of ~~based~~assets onless anTier ~~insured~~1 ~~institution’s~~capital ~~ranking~~as ~~in one~~ of ~~four~~June ~~risk~~30, ~~categories~~2009, ~~based~~payable on ~~their~~September ~~examination~~30, ~~ratings~~2009, and ~~capital~~reserved ~~ratios~~the right to impose additional special assessments. In ~~Well-capitalized~~November, ~~institutions~~2009, ~~with~~instead of imposing additional special assessments, the ~~CAMELS~~FDIC ~~ratings~~amended ofthe 1assessment orregulations 2to ~~are~~require ~~grouped~~all ininsured ~~Risk~~depository ~~Category~~institutions Ito ~~and,~~prepay ~~until~~their ~~2009,~~estimated ~~were~~risk-based ~~assessed~~assessments for ~~deposit~~the ~~insurance~~fourth atquarter anof ~~annual~~2009, ~~rate~~and for all of ~~between~~2010, ~~five~~2011 and ~~seven~~2012 ~~basis~~on ~~points~~December of30, ~~insured~~2009. For ~~deposits~~purposes ~~with~~of estimating the future assessments, each institution’s base assessment rate ~~for~~in aneffect ~~individual~~on ~~institution~~September ~~determined~~30, ~~according~~2009 towas used, assuming a ~~formula~~5% ~~based~~annual ongrowth rate in the assessment base and a ~~weighted~~3 ~~average~~basis ofpoint increase in the ~~institution’s~~assessment ~~individual~~rate ~~CAMELS~~in ~~component~~2011 ~~ratings~~and ~~plus~~2012. The ~~either~~prepaid ~~five~~assessment ~~financial~~is ~~ratios~~applied oragainst ~~the~~actual ~~average~~quarterly ~~ratings~~assessments ofuntil ~~its~~exhausted. Any ~~long-term~~funds ~~debt~~remaining after June 30, 2013 will be returned to the institution. If ~~Institutions~~the inprepayment ~~Risk~~would ~~Categories~~impair IIan institution’s liquidity or otherwise create significant hardship, ~~III~~it ~~and~~may IVapply ~~were~~for ~~assessed~~an atexemption. Requiring ~~annual~~this prepaid assessment does not preclude the FDIC from changing assessment rates ofor ~~10,~~from 28further ~~and~~revising 43the ~~basis~~risk-based ~~points,~~assessment ~~respectively~~system.

Starting in 2009, the FDIC significantly raised the assessment rate in order to restore the reserve ratio of the Deposit Insurance Fund to the statutory minimum of 1.15% For the quarter beginning January 1, 2009, the FDIC raised the base annual assessment rate for institutions in Risk Category I to between 12 and 14 basis points while the base annual assessment rates for institutions in Risk Categories II, III and IV were increased to 17, 35 and 50 basis points, respectively. For the quarter beginning April 1, 2009 the FDIC set the base annual assessment rate for institutions in Risk Category I to between 12 and 16 basis points and the base annual assessment rates for institutions in Risk Categories II, III and IV at 22, 32 and 45 basis points, respectively. An institution’s assessment rate could be lowered by as much as five basis points based on the ratio of its long-term unsecured debt to deposits or, for smaller institutions based on the ratio of certain amounts of Tier 1 capital to adjusted assets. The assessment rate could be adjusted for Risk Category I institutions that have a high level of brokered deposits and have experienced higher levels of asset growth (other than through acquisitions) and could be increased by as much as ten basis points for institutions in Risk Categories II, III and IV whose ratio of brokered deposits to deposits exceeds 10%. Reciprocal deposit arrangements like CDARS® were treated as brokered deposits for Risk Category II, III and IV institutions but not for institutions in Risk Category I. An institution’s base assessment rate could also be increased if an institution’s ratio of secured liabilities (including FHLB advances and repurchase agreements) to deposits exceeds 25%. The maximum adjustment for secured liabilities for institutions in Risk Categories I, II, III and IV would be 8, 11, 16 and 22.5 basis points, respectively, provided that the adjustment could not increase an institution’s base assessment rate by more than 50%.

The FDIC imposed a special assessment equal to five basis points of assets less Tier 1 capital as of June 30, 2009, payable on September 30, 2009, and reserved the right to impose additional special assessments. In November, 2009, instead of imposing additional special assessments, the FDIC amended the assessment regulations to require all insured depository institutions to prepay their estimated risk-based assessments for the fourth quarter of 2009, and for all of 2010, 2011 and 2012 on December 30, 2009. For purposes of estimating the future assessments, each institution’s base assessment rate in effect on September 30, 2009 was used, assuming a 5% annual growth rate in the assessment base and a 3 basis point increase in the assessment rate in 2011 and 2012. The prepaid assessment will be applied against actual quarterly assessments until exhausted. Any funds remaining after June 30, 2013 will be returned to the institution.

The Dodd-Frank Act requires the FDIC to take such steps as are necessary to increase the reserve ratio of the Deposit Insurance Fund from 1.15% to 1.35% of insured deposits by 2020. In setting the assessments, the FDIC is required to offset the effect of the higher reserve ratio on insured depository institutions with total consolidated assets of less than $10 billion. The Dodd-Frank Act also broadens the

2320

base for FDIC insurance assessments so that assessments will be based on the average consolidated total assets less average tangible equity capital of a financial institution rather than on its insured deposits. The FDIC has adopted a new restoration plan to increase the reserve ratio to 1.15% by September 30, 2020 with additional rulemaking scheduled ~~for 2011~~ regarding the method to be used to achieve a 1.35% reserve ratio by that date and offset the effect on institutions with assets less than $10 billion in assets. Pursuant to the new restoration plan, the FDIC has forgone the 3 basis point increase in assessments that was scheduled to take effect on January 1, 2011.

The FDIC has adopted new assessment regulations that redefine the assessment base as average consolidated assets less average tangible equity. Insured banks with more than $1.0 billion in assets must calculate quarterly average assets based on daily balances while smaller banks may use weekly averages. In the case of a merger, the average assets of the surviving bank for the quarter must include the average assets of the merged institution for the period in the quarter prior to the merger. Average assets would be reduced by goodwill and other intangibles. Average tangible equity will equal Tier 1 capital. For institutions with more than $1.0 billion in assets, average tangible equity will be calculated on a monthly basis while smaller institutions may use the quarter-end balance. Beginning April 1, 2011, the base assessment rate for insured institutions in Risk Category I ~~will~~ranges ~~range~~ between 5 toand 9 basis points and for institutions in Risk Categories II, III, and IV ~~will~~is be 14, 23 and 35 basis points, respectively. An institution’s assessment rate ~~will~~is be reduced based on the amount of its outstanding unsecured long-term debt and for institutions in Risk Categories II, III and IV may be increased based on their brokered deposits. Risk Categories are eliminated for institutions with more than $10 billion in assets, which will be assessed at a base rate between 5 and 35 basis points.

In addition, all FDIC-insured institutions are required to pay assessments to the FDIC to fund interest payments on bonds issued by the Financing Corporation (“FICO”), an agency of the Federal government established to recapitalize the Federal Savings and Loan Insurance Corporation. The FICO assessment rates, which are determined quarterly, averaged 0.~~00925~~0066% of insured deposits on an annualized basis in fiscal year ~~2011~~2012. These assessments will continue until the FICO bonds mature in 2017.

Regulatory Capital Requirements. Under the Home Owners’ Loan Act, savings institutions are required to meet three minimum capital standards: (1) tangible capital equal to 1.5% of adjusted total assets, (2) “Tier 1” or “core” capital equal to at least 4% of adjusted total assets and (3) risk-based capital equal to 8% of total risk-weighted assets. In assessing an institution’s capital adequacy, the OCC takes into consideration not only these numeric factors but also qualitative factors as well and has the authority to establish higher capital requirements for individual institutions where necessary.

In addition, the OCC may require that a savings institution that has a risk-based capital ratio of less than 8%, a ratio of Tier 1 capital to risk-weighted assets of less than 4% or a ratio of Tier 1 capital to total adjusted assets of less than 4% take certain action to increase its capital ratios. If the savings institution’s capital is significantly below the minimum required levels of capital or if it is unsuccessful in increasing its capital ratios, the OCC may restrict its activities.

For purposes of these capital regulations, tangible capital is defined as core capital less all intangible assets except for certain mortgage servicing rights. Tier 1 or core capital is defined as common stockholders’ equity (including retained earnings), non-cumulative perpetual preferred stock and related surplus, minority interests in the equity accounts of consolidated subsidiaries and certain non-withdrawable accounts and pledged deposits of mutual savings banks. The Bank does not have any non-withdrawable accounts or pledged deposits. Tier 1 and core capital are reduced by an institution’s intangible assets, with limited exceptions for certain mortgage and non-mortgage servicing rights and purchased credit card relationships. Both core and tangible capital are further reduced by an amount equal to the savings institution’s debt and equity investments in “non-includable” subsidiaries engaged in

2421

~~equal to the savings institution’s debt and equity investments in “non-includable” subsidiaries engaged in~~ activities not permissible for national banks other than subsidiaries engaged in activities undertaken as agent for customers or in mortgage banking activities and subsidiary depository institutions or their holding companies.

The risk-based capital standard for savings institutions requires the maintenance of total risk-based capital of 8% of risk-weighted assets. Total risk-based capital equals the sum of core and supplementary capital. The components of supplementary capital include, among other items, cumulative perpetual preferred stock, perpetual subordinated debt, mandatory convertible subordinated debt and intermediate-term preferred stock, the portion of the allowance for loan losses not designated for specific loan losses and up to 45% of unrealized gains on equity securities. The portion of the allowance for loan and lease losses includable in supplementary capital is limited to a maximum of 1.25% of risk-weighted assets. Overall, supplementary capital is limited to 100% of core capital. For purposes of determining total risk-based capital, a savings institution’s capital is reduced by the amount of capital instruments held in other depository institutions pursuant to reciprocal arrangements and by the amount of the institution’s equity investments (other than those deducted from core and tangible capital).

A savings institution’s risk-based capital requirement is measured against risk-weighted assets, which equal the sum of each on-balance-sheet asset and the credit-equivalent amount of each off-balance-sheet item after being multiplied by an assigned risk weight. These risk weights generally range from 0% for cash to 100% for delinquent loans, property acquired through foreclosure, commercial loans and certain other assets.

In addition, in September, 2012, the OCC, the Bank’s primary federal regulator, notified the Bank that it has established higher Individual Minimum Capital Ratios (“IMCRs”) for the Bank than required by regulation. The Bank is now required to maintain (i) Tier 1 Capital at least equal to 8% of adjusted total assets; (ii) Tier 1 Capital at least equal to 14% of risk-weighted assets; and (iii) Total Capital at least equal to 15% of risk-weighted assets. Management believes, as of September 30, 2012, that the Bank meets all capital adequacy requirements to which it is subject, including the IMCRs.

Dividend and Other Capital Distribution Limitations. Federal regulations impose various restrictions or requirements on the ability of savings institutions to make capital distributions, including cash dividends. A savings institution that is a subsidiary of a savings and loan holding company, such as the Bank, must file notice with the FRB and an application or a notice with the OCC at least thirty days before making a capital distribution, such as paying a dividend to the Company. A savings institution must file an application with the OCC for prior approval of a capital distribution if: (i) it is not eligible for expedited treatment under the applications processing rules; (ii) the total amount of all capital distributions, including the proposed capital distribution, for the applicable calendar year would exceed an amount equal to the savings institution’s net income for that year to date plus the institution’s retained net income for the preceding two years; (iii) it would not be adequately capitalized after the capital distribution; or (iv) the distribution would violate an agreement with the OCC or applicable regulations. The FRB may disapprove a notice and the OCC may disapprove a notice or deny an application for a capital distribution if: (i) the savings institution would be undercapitalized following the capital distribution; (ii) the proposed capital distribution raises safety and soundness concerns; or (iii) the capital distribution would violate a prohibition contained in any statute, regulation, enforcement action or agreement or condition imposed in connection with an application.

Qualified Thrift Lender Test. Federal savings institutions must meet a qualified thrift lender test or they become subject to the business activity restrictions and branching rules applicable to national banks. Under the Dodd-Frank Act, a savings institution that fails to satisfy the qualified thrift lender test will be deemed to have violated Section 5 of the Home Owners’ Loan Act. To qualify as a qualified thrift lender, a savings institution must either (i) be deemed a “domestic building and loan association” under the Internal Revenue Code by maintaining at least 60% of its total assets in specified types of assets, including cash, certain government securities, loans secured by and other assets related to residential real property, educational loans and investments in premises of the institution or (ii) satisfy the statutory qualified thrift lender test set forth in the Home Owners’ Loan Act by maintaining at least 65% of its portfolio assets in qualified thrift investments (defined to include residential mortgages and related equity investments, certain mortgage-related securities, small business loans, student loans and credit card

2522

the Internal Revenue Code by maintaining at least 60% of its total assets in specified types of assets, including cash, certain government securities, loans secured by and other assets related to residential real property, educational loans and investments in premises of the institution or (ii) satisfy the statutory qualified thrift lender test set forth in the Home Owners’ Loan Act by maintaining at least 65% of its portfolio assets in qualified thrift investments (defined to include residential mortgages and related equity investments, certain mortgage-related securities, small business loans, student loans and credit card loans). For purposes of the statutory qualified thrift lender test, portfolio assets are defined as total assets minus goodwill and other intangible assets, the value of property used by the institution in conducting its business and specified liquid assets up to 20% of total assets. A savings institution must maintain its status as a qualified thrift lender on a monthly basis in at least nine out of every twelve months.

A savings bank that fails the qualified thrift lender test and does not convert to a bank charter generally will be prohibited from: (1) engaging in any new activity not permissible for a national bank; (2) paying dividends not permissible under national bank regulations; and (3) establishing any new branch office in a location not permissible for a national bank in the institution’s home state. In addition, if the institution does not requalify under the qualified thrift lender test within three years after failing the test, the institution would be prohibited from engaging in any activity not permissible for a national bank and would have to repay any outstanding advances from the FHLB as promptly as possible.

Community Reinvestment Act (“CRA”). Under the CRA, every insured depository institution, including the Bank, has a continuing and affirmative obligation consistent with its safe and sound operation to help meet the credit needs of its entire community, including low and moderate income neighborhoods. The CRA does not establish specific lending requirements or programs for financial institutions nor does it limit an institution’s discretion to develop the types of products and services that it believes are best suited to its particular community. The CRA requires the OCC to assess the depository institution’s record of meeting the credit needs of its community and to consider such record in its evaluation of certain applications by such institution, such as a merger or the establishment of a branch office by the Bank. The OCC may use an unsatisfactory CRA examination rating as the basis for the denial of an application. The Bank received an outstanding CRA rating in its most recent CRA examination.

Federal Home Loan Bank System. The Bank is a member of the FHLB of New York, which is one of twelve regional Federal Home Loan Banks. Each FHLB serves as a reserve or central bank for its members within its assigned region. It is funded primarily from funds deposited by financial institutions and proceeds derived from the sale of consolidated obligations of the FHLB System. It makes loans to members pursuant to policies and procedures established by the board of directors of the FHLB.

As a member, the Bank is required to purchase and maintain stock in the FHLB of New York in an amount equal to the sum of 0.2% of its mortgage-related assets and 4.5% of outstanding FHLB advances. The FHLB imposes various limitations on advances such as limiting the amount of certain types of advances to 30% of a member’s assets.

The USA Patriot Act. The Bank is subject to regulations implementing the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, or the USA Patriot Act. The USA Patriot Act gives the federal government powers to address terrorist threats through enhanced domestic security measures, expanded surveillance powers, increased information sharing and broadened anti-money laundering requirements. By way of amendments to the Bank Secrecy Act, Title III of the USA Patriot Act takes measures intended to encourage information sharing among bank regulatory agencies and law enforcement bodies. Further, certain provisions of Title III impose affirmative obligations on a broad range of financial institutions, including banks, thrifts, ~~brokers, dealers, credit unions, money transfer agents and parties registered under the Commodity Exchange Act.~~

brokers, dealers, credit unions, money transfer agents and parties registered under the Commodity Exchange Act.

Among other requirements, Title III of the USA Patriot Act and the related regulations impose the following requirements with respect to financial institutions:

Establishment of anti-money laundering programs that include, at minimum: (i) internal policies, procedures and controls; (ii) specific designation of an anti-money laundering compliance officer; (iii) ongoing employee training programs; and (iv) an independent audit function to test the anti-money laundering program.

Establishment of a program specifying procedures for obtaining identifying information from customers seeking to open new accounts, including verifying the identity of customers within a reasonable period.

Establishment of appropriate, specific and, where necessary, enhanced due diligence policies, procedures and controls designed to detect and report money laundering.

Prohibitions on establishing, maintaining, administering or managing correspondent accounts for foreign shell banks (foreign banks that do not have a physical presence in any country) and compliance with certain record keeping obligations with respect to correspondent accounts of foreign banks.

Bank regulators are directed to consider a holding company’s effectiveness in combating money laundering when ruling on Federal Reserve Act and Bank Merger Act applications.

Regulation of the Company

General. The Company is a savings and loan holding company within the meaning of Section 10 of the Home Owners’ Loan Act. As a result of the Dodd-Frank Act, it is now required to file reports with the FRB and is subject to regulation and examination by the FRB, as successor to the OTS. The Company must also obtain regulatory approval from the FRB before engaging in certain transactions, such as mergers with or acquisitions of other financial institutions. In addition, the FRB has enforcement authority over the Company and any non-savings institution subsidiaries. This permits the FRB to restrict or prohibit activities that it determines to be a serious risk to the Bank. This regulation is intended primarily for the protection of the depositors and not for the benefit of stockholders of the Company.

The FRB has indicated that, to the greatest extent possible, taking into account any unique characteristics of savings and loan holding companies and the requirements of the Home Owners’ Loan Act, it intends to apply its current supervisory approach to the supervision of bank holding companies to savings and loan holding companies. The stated objective of the FRB will be to ensure the savings and loan holding company and its non-depository subsidiaries are effectively supervised and can serve as a source of strength for, and do not threaten the safety and soundness of, the subsidiary depository institutions. The FRB has generally adopted the substantive provisions of OTS regulations governing savings and loan holding companies on an interim final basis with certain modifications as discussed below.

Activities Restrictions. As a savings and loan holding company, the Company is subject to statutory and regulatory restrictions on its business activities. The non-banking activities of the Company and its non-savings institution subsidiaries are restricted to certain activities specified by FRB regulation, which include performing services and holding properties used by a savings institution subsidiary, activities authorized for savings and loan holding companies as of March 5, 1987 and non-banking activities permissible for bank holding companies pursuant to the Bank Holding Company Act of 1956 or authorized for financial holding companies pursuant to the Gramm-Leach-Bliley Act. Before engaging in any non-banking activity or acquiring a company engaged in any such activities, the Company must file with the FRB either a prior notice or (in the case of non-banking activities permissible for bank holding companies) an application regarding its planned activity or acquisition. Under the Dodd-Frank Act, a

2724

activities authorized for savings and loan holding companies as of March 5, 1987 and non-banking activities permissible for bank holding companies pursuant to the Bank Holding Company Act of 1956 or authorized for financial holding companies pursuant to the Gramm-Leach-Bliley Act. Before engaging in any non-banking activity or acquiring a company engaged in any such activities, the Company must file with the FRB either a prior notice or (in the case of non-banking activities permissible for bank holding companies) an application regarding its planned activity or acquisition. Under the Dodd-Frank Act, a savings and loan holding company may only engage in activities authorized for financial holding companies if they meet all of the criteria to qualify as a financial holding company. Accordingly, the FRB will require savings and loan holding companies to elect to be treated as financial holding companies in order to engage in financial holding company activities. In order to make such an election, the savings and loan holding company and its depository institution subsidiaries must be well capitalized and well managed.

Mergers and Acquisitions. The Company must obtain approval from the FRB before acquiring, directly or indirectly, more than 5% of the voting stock of another savings institution or savings and loan holding company or acquiring such an institution or holding company by merger, consolidation, or purchase of its assets. Federal law also prohibits a savings and loan holding company from acquiring more than 5% of a company engaged in activities other than those authorized for savings and loan holding companies by federal law; or acquiring or retaining control of a depository institution that is not insured by the FDIC. In evaluating an application for the Company to acquire control of a savings institution, the FRB would consider the financial and managerial resources and future prospects of the Company and the target institution, the effect of the acquisition on the risk to the insurance funds, the convenience and the needs of the community and competitive factors.

Acquisition of Control. Under the federal Change in Bank Control Act, a notice must be submitted to the FRB if any person (including a company), or group acting in concert, seeks to acquire “control” of a savings and loan holding company. An acquisition of “control” can occur upon the acquisition of 10% or more of the voting stock of a savings and loan holding company or as otherwise defined by the FRB. Under the Change in Bank Control Act, the FRB has 60 days from the filing of a complete notice to act, taking into consideration certain factors, including the financial and managerial resources of the acquirer and the anti-trust effects of the acquisition. Any company that so acquires control is then subject to regulation as a savings and loan holding company.

Holding Company Capital Requirements. Effective as of ~~the~~July ~~transfer~~21, ~~date~~2011, the FRB ~~will~~is be authorized to establish capital requirements for savings and loan holding companies. These capital requirements must be countercyclical so that the required amount of capital increases in times of economic expansion and decreases in times of economic contraction, consistent with safety and soundness. Savings and loan holding companies will also be required to serve as a source of financial strength for their depository institution subsidiaries. Within five years after enactment, the Dodd-Frank Act requires the FRB to apply consolidated capital requirements that are no less stringent than those currently applied to depository institutions to depository institution holding companies that were not supervised by the FRB as of May 19, 2009. Under these standards, trust preferred securities will be excluded from Tier 1 capital unless such securities were issued prior to May 19, 2010 by a bank or savings and loan holding company with less than $15 billion in assets.

The FRB stated that it is considering applying the same consolidated risk-based and leverage capital requirements to savings and loan holding companies as those applied to bank holding companies under Basel III to the extent reasonable and feasible taking into consideration the unique characteristics of savings and loan holding companies and requirements of the Home Owners’ Loan Act. The FRB expects these rules to be finalized in 2012 and implementation to begin in 2013.

Proposed Changes to Regulatory Capital Requirements

The federal banking agencies have recently issued a series of proposed rulemakings to conform their regulatory capital rules with the international regulatory standards agreed to by the Basel Committee on Banking Supervision in the accord often referred to as “Basel III”. The proposed revisions would establish new higher capital ratio requirements, tighten the definitions of capital, impose new operating restrictions on banking organizations with insufficient capital buffers and increase the risk weighting of certain assets including residential mortgages. The proposed new capital requirements would apply to all banks and savings associations, bank holding companies with more than $500 million in assets and all savings and loan holding companies regardless of asset size. The following discussion summarizes the proposed changes which are most likely to affect the Company and the Bank.

New and Higher Capital Requirements. The proposed regulations would establish a new capital measure called “Common Equity Tier 1 Capital” which would consist of common stock instruments and related surplus (net of treasury stock), retained earnings, accumulated other comprehensive income and, subject to certain adjustments, minority common equity interests in subsidiaries. Unlike the current rules which exclude unrealized gains and losses on available-for-sale debt securities from regulatory capital, the proposed rules would generally require accumulated other comprehensive income to flow through to regulatory capital. Depository institutions and their holding companies would be required to maintain Common Equity Tier 1 Capital equal to 4.5% of risk-weighted assets by 2015.

The proposed regulations would increase the required ratio of Tier 1 Capital to risk-weighted assets from the current 4% to 6% by 2015. Tier 1 Capital would consist of Common Equity Tier 1 Capital plus Additional Tier 1 Capital elements which would include non-cumulative perpetual preferred stock. Neither cumulative preferred stock (other than cumulative preferred stock issued to the U.S. Treasury under the TARP Capital Purchase Program or the Small Business Lending Fund) nor trust preferred would qualify as Additional Tier 1 Capital. These elements, however, could be included in Tier 2 Capital which could also include qualifying subordinated debt. The proposed regulations would also require a minimum Tier 1 leverage ratio of 4% for all institutions eliminating the 3% option for institutions with the highest supervisory ratings. The minimum required ratio of total capital to risk-weighted assets would remain at 8%.

Capital Buffer Requirement. In addition to higher capital requirements, depository institutions and their holding companies would be required to maintain a capital buffer of at least 2.5% of risk-weighted assets over and above the minimum risk-based capital requirements. Institutions that do not maintain the required capital buffer will become subject to progressively more stringent limitations on the percentage of earnings that can be paid out in dividends or used for stock repurchases and on the payment of discretionary bonuses to senior executive management. The capital buffer requirement would be phased in over four years beginning in 2016. The capital buffer requirement effectively raises the minimum required risk-based capital ratios to 7% Common Equity Tier 1 Capital, 8.5% Tier 1 Capital and 10.5% Total Capital on a fully phased-in basis.

Changes to Prompt Corrective Action Capital Categories. The Prompt Corrective Action rules would be amended to incorporate a Common Equity Tier 1 Capital requirement and to raise the capital requirements for certain capital categories. In order to be adequately capitalized for purposes of the prompt corrective action rules, a banking organization would be required to have at least an 8% Total Risk-Based Capital Ratio, a 6% Tier 1 Risk-Based Capital Ratio, a 4.5% Common Equity Tier 1 Risk Based Capital Ration and a 4% Tier 1 Leverage Ratio. To be well capitalized, a banking organization would be required to have at least a 10% Total Risk-Based Capital Ratio, an 8% Tier 1 Risk-Based Capital Ratio, a 6.5% Common Equity Tier 1 Risk Based Capital Ratio and a 5% Tier 1 Leverage Ratio.

Additional Deductions from Capital. Banking organizations would be required to deduct goodwill and other intangible assets (other than certain mortgage servicing assets), net of associated deferred tax liabilities, from Common Equity Tier 1 Capital. Deferred tax assets arising from temporary timing differences that could not be realized through net operating loss carrybacks would continue to be deducted if they exceed 10% of Common Equity Tier 1 Capital. Deferred tax assets that could be realized through NOL carrybacks would not be deducted but would be subject to 100% risk weighting. Defined benefit pension fund assets, net of any associated deferred tax liability, would be deducted from Common Equity Tier 1 Capital unless the banking organization has unrestricted and unfettered access to such assets. Reciprocal cross-holdings in the capital instruments of any other financial institution would now be deducted from capital, not just holdings in other depository institutions. For this purpose, financial institutions are broadly defined to include securities and commodities firms, hedge and private equity funds and non-depository lenders. Banking organizations would also be required to deduct non-significant investments (less than 10% of outstanding stock) in other financial institutions to the extent these exceed 10% of Common Equity Tier 1 Capital subject to a 15% of Common Equity Tier 1 Capital cap. Greater than 10% investments must be deducted if they exceed 10% of Common Equity Tier 1 Capital. If the aggregate amount of certain items excluded from capital deduction due to a 10% threshold exceeds 17.65% of Common Equity Tier 1 Capital, the excess must be deducted. Savings associations would continue to be required to deduct investments in subsidiaries engaged in activities not permitted for national banks.

Changes in Risk-Weightings. The proposed regulations would apply a 250% risk-weighting to mortgage servicing rights, deferred tax assets that cannot be realized through NOL carrybacks and significant (greater than 10%) investments in other financial institutions. The proposed rules would also significantly change the risk-weighting for residential mortgages. Current capital rules assign a 50% risk-weighting to “qualifying mortgage loans” which generally consist of residential first mortgages with an 80% loan-to-value ratio (or which carry mortgage insurance that reduces the bank’s exposure to 80%) that are not more than 90 days past due. All other mortgage loans have a 100% risk weight. Under the proposed regulations, one-to-four family residential mortgage loans would be divided into two broad risk categories with their risk-weighting determined by their loan-to-value ratio without regard to mortgage insurance. Prudently underwritten 30-year residential mortgages providing for regular periodic payments that do not result in negative amortization or balloon payments or allow payment deferrals and caps on annual and lifetime interest rate adjustments and which are not more than 90 days past due would be assigned a risk weighting from 35% for loans with a 60% or lower loan-to-value ratio to 100% for loans over 90%. Residential mortgage loans in this category with a loan-to-value ratio greater than 60% but not more than 80% would continue to carry a 50% risk weighting. All other residential mortgage loans would be risk-weighted between 100% to 200%. The proposal also creates a new 150% risk-weighting category for “high volatility commercial real estate loans” which are credit facilities for the acquisition, construction or development of real property other than one- to four-family residential properties or commercial real projects where: (i) the loan-to-value ratio is not in excess of interagency real estate lending standards; and (ii) the borrower has contributed capital equal to not less than 15% of the real estate’s “as completed” value before the loan was made.

Item 1A. Risk Factors

Not applicable.

Item 1B. Unresolved Staff Comments

Not applicable.

~~Item 2. Property~~27

Item 2. Properties

The following table sets forth the location of our main office and branch offices, the year the offices were opened, the net book value of each office and per branch deposits at each office.

Year Facility Opened

Leased or Owned

Net Book Value at September 30, ~~2011~~2012

Branch Deposits at September 30, ~~2011~~2012

(In thousands)

Main Office Route 130 South and Delaware Avenue Roebling, NJ 08554

1964

Owned

~~673~~697

4745,~~492~~319

Village Office 34 Main Street Roebling, NJ 08554

1922

Owned

1220

2520,~~108~~900

New Egypt Office 8 Jacobstown Road New Egypt, NJ 08533

1998

Owned

~~731~~719

3533,~~056~~318

Westampton Office 1934 Rt. 541/Burlington-Mt.Holly Road Westampton, NJ 08060

2005

Leased (1)

3638

1918,~~634~~699

Delran Office 3104 Bridgeboro Road Delran, NJ 08075

2006

Owned

1,~~707~~676

1110,~~929~~668

________

(1) Lease had an initial term of five years and was extended for an additional five -year period.

Item 3. Legal Proceedings

Roebling Financial Corp, Inc. and its subsidiaries, from time to time, are a party to routine litigation, which arises in the normal course of business, such as claims to enforce liens, condemnation proceedings on properties in which Roebling Bank holds security interests, claims involving the making and servicing of real property loans, and other issues incident to the business of Roebling Bank. There were no lawsuits pending or known to be contemplated against us at September 30, ~~2011~~2012 that would have a material effect on our operations or income.

Item 4. ~~[RESERVED]~~Safety Mine Disclosures

29Not applicable.

PART II

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

(a) Market for Common Equity. ~~The~~Our ~~information~~common ~~contained~~stock ~~under~~is traded on the ~~section~~over-the-counter ~~captioned~~market ~~“Stock~~with ~~Market~~quotations ~~Information”~~available ofon the ~~Company’s~~OTC ~~Annual~~Bulletin ~~Report~~Board tounder ~~Stockholders~~the ~~for~~symbol ~~the~~"RBLG." The ~~fiscal~~following ~~year~~table ~~ended~~reflects ~~September~~high ~~30,~~and ~~2011~~low ~~(the~~bid ~~“Annual~~quotations ~~Report”)~~for iseach ~~incorporated~~quarter ~~herein~~for bythe ~~reference.~~past ~~During~~two ~~the~~fiscal ~~period~~years. No ~~under~~dividends ~~report,~~were ~~the~~declared ~~Registrant~~during ~~did~~this ~~not~~period. The ~~sell~~quotations ~~any~~reflect ~~equity~~inter-dealer ~~securities~~prices, ~~that~~without ~~were~~retail ~~not~~mark-up, ~~registered~~mark-down, ~~under~~or ~~the~~commission, ~~Securities~~and ~~Act~~may ofnot ~~1933~~represent actual transactions.

Quarter Ended		High		Low

September 30, 2012	$	4.20	$	3.81
June 30, 2012		4.00		3.75
March 31, 2012		3.75		3.25
December 31, 2011		3.60		3.00
September 30, 2011		4.65		3.60
June 30, 2011		5.00		4.60
March 31, 2011		4.85		4.40
December 31, 2010		4.95		4.15

As of September 30, 2012 there were 1,686,527 shares of our common stock outstanding and approximately 475 holders of record. This number does not reflect the number of persons or entities who held stock in nominee or "street" name through various brokerage firms. The Company’s most recent dividend was paid in December, 2008. In order to conserve capital, however, the Board of Directors determined not to pay a dividend in the 2012 and 2011 fiscal years and we do not anticipate paying a dividend in the 2013 fiscal year. The payment of future dividends will be subject to the periodic review of the financial condition, results of operations and capital requirements of the Company and Bank.

During the period under report, the Registrant did not sell any equity securities that were not registered under the Securities Act of 1933.

(b) Use of Proceeds. Not applicable.

Period	(a) Total Number of Shares (or Units) Purchased		(b) Average Price Paid Per Share (or Unit)		(c) Total Number of Shares (or Units) Purchased as Part of Publicly Announced Plans or Programs*	(d) Maximum Number (or Approximate Dollar Value) of Shares (or Units) that May Yet be Purchased Under the Plans or Programs*
July 1 through 31, 2011		—	$	—	—	63,412
July 1 through 31, 2012		3,800**	$	4.20	—	62,996
August 1 through 31, 2011		2,550 **		4.50	—	63,412
August 1 through 31, 2012		—		—	—	62,996
September 1 through 30, 2011		—		—	—	63,412
September 1 through 30, 2012		—		—	—	62,996
Total		23,~~550~~800	$	4.5020	—

The Company announced the repurchase of up to approximately 85,500 shares on December 13, 2005 and 47,000 shares for the RSP on January 31, 2006.

Represents shares purchased for the Deferred Compensation Plan.

Item 6. Selected Financial Data

Not applicable.

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

~~The~~Forward-Looking ~~information contained in the section captioned “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in the Annual Report is incorporated herein by reference.~~Statements

The Private Securities Litigation Reform Act of 1995 contains safe harbor provisions regarding forward-looking statements. When used in this discussion, the words “intends”, "believes", "anticipates", "contemplates", "expects", and similar expressions are intended to identify forward-looking statements. Such statements are subject to certain risks and uncertainties which could cause actual results to differ materially from those projected. Those risks and uncertainties include changes in interest rates, the ability to control costs and expenses, new legislation and regulations and general economic conditions. We undertake no obligation to publicly release the results of any revisions to those forward-looking statements which may be made to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.

Since we conduct no significant business other than owning all of the common stock of Roebling Bank, references in this discussion to “we,” “us,” and “our,” refer collectively to Roebling Financial Corp, Inc. and Roebling Bank.

Selected Consolidated Financial Information

	At or for the Year Ended September 30,
	2012			2011			2010
	(Dollars in thousands, except per share data)
Selected Balance Sheet Data:
Assets	$	161,793		$	163,868		$	166,758
Loans receivable, net		106,001			108,616			111,967
Securities		44,089			42,927			40,720
Deposits		128,904			139,219			138,769
Borrowed funds		13,650			6,000			10,000
Stockholders' equity		16,895			16,630			16,116
Selected Results of Operations:
Interest income		6,313			6,892			7,744
Interest expense		1,359			1,761			2,276
Net interest income		4,954			5,131			5,467
Provision for (recovery of) loan losses		350			(150	)		1,100
Non-interest income		538			481			512
Non-interest expense		4,976			5,068			5,305
Net income (loss)		126			440			(225	)
Per Share Data:
Earnings (loss) per share - basic		0.08			0.27			(0.14	)
Earnings (loss) per share - diluted		0.08			0.27			(0.14	)
Book value per share		10.02			9.86			9.56
Weighted average basic shares outstanding		1,663,651			1,654,501			1,645,350
Weighted average diluted shares outstanding		1,663,651			1,654,501			1,645,350
Performance Ratios:
Return on average assets		0.08	%		0.27	%		(0.14	)%
Return on average equity		0.75			2.70			(1.38	)
Net interest rate spread		2.98			3.00			3.18
Net interest margin		3.24			3.28			3.50
Efficiency ratio		90.61			90.31			88.73
Dividend payout ratio		-			-			-
Average interest-earning assets to average
interest-bearing liabilities		129.17			124.77			121.63
Asset Quality Ratios:
Non-performing loans to total assets		1.07			0.53			2.95
Non-performing loans to total loans, net		1.61			0.80			4.26
Net charge-offs to average loans		0.30			1.58			0.70
Allowance for loan losses to total loans at period end		1.24			1.19			2.79
Allowance for loan losses to non-performing loans
at period end		76.88			149.17			65.32
Capital Ratios:
Average equity to average assets		10.59			9.94			9.84
Equity to assets at period end		10.44			10.15			9.66

General

Our results of operations depend primarily on our net interest income, which is the difference between the interest earned on interest-earning assets, primarily loans and investments, and the interest paid on interest-bearing liabilities, primarily deposits and borrowings. It is also a function of the composition of assets and liabilities and the relative amount of interest-earning assets to interest-bearing liabilities. Our results of operations are also affected by our provisions for loan losses, non-interest income and non-interest expense. Non-interest income consists primarily of service charges and fees. Non-interest expense consists primarily of compensation and benefits, occupancy and equipment, data processing fees and other operating expenses. Our results of operations may also be affected significantly by economic and competitive conditions, changes in market interest rates, governmental policies and actions of regulatory authorities.

Critical Accounting Policies, Judgments and Estimates

The accounting and reporting policies of Roebling Financial Corp, Inc. conform with the accounting principles generally accepted in the United States of America and general practices within the financial services industry. The preparation of the financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the amounts reported in the financial statements and the accompanying notes. Actual results could differ from those estimates.

We consider accounting policies involving significant judgments and assumptions by management that have, or could have, a material impact on the carrying value of certain assets or on income to be critical accounting policies. We consider the allowance for loan losses to be a critical accounting policy.

Allowance for Loan Losses. Determining the amount of the allowance for loan losses necessarily involves a high degree of judgment. The allowance for loan losses is the estimated amount considered necessary to cover credit losses inherent in the loan portfolio at the balance sheet date. The allowance is established through the provision for loan losses, which is charged against income. Management performs an evaluation of the adequacy of the allowance for loan losses on a quarterly basis, at a minimum. Consideration is given to a variety of factors including current economic conditions, the current real estate market, delinquency statistics, composition of the loan portfolio, loss experience, the adequacy of the underlying collateral, the financial strength of the borrowers, results of internal loan reviews, geographic and industry concentrations, and other factors related to the collectibility of the loan portfolio. The valuation is inherently subjective as it requires material estimates, including the amounts and timing of expected future cash flows expected to be received on impaired loans, which may be susceptible to significant change.

Our methodology for analyzing the allowance for loan losses consists of several components. Specific allocations are made for loans that are determined to be impaired. A loan is considered to be impaired when, based on current information, it is probable that we will be unable to collect all amounts due according to the contractual terms of the loan agreement. For such loans, a specific allocation is established when the present value of expected future cash flows or, for collateral-dependent loans, the fair value of the collateral, adjusted for market conditions and selling expenses, is less than the carrying value of the loan. The remaining allowance is determined by segregating the unimpaired loans into groups by type, purpose and classification and applying a reserve percentage to each group. The reserve percentage is based on inherent losses associated with each type of lending, as well as historical loss factors. We also look at the level of our allowance in proportion to nonperforming loans and total loans. We have established an overall range that we have determined is prudent based on historical and industry data. An unallocated allowance represents the excess of the total allowance, determined to be in the established range, over the calculated allocations.

While we believe that we use the best information available to perform our loan loss allowance analysis, adjustments to the allowance in the future may be necessary. Changes in underlying estimates could result in the requirement for additional provisions for loan losses. For example, a rise in delinquency rates may cause us to increase the reserve percentages we apply to loan groups for purposes of calculating general allocations. In addition, actual loan losses may be significantly more than the reserves we have established. Each of these scenarios would require additional provisions, which could have a material negative effect on our financial results. The ratio of the allowance for loan losses to total loans outstanding was 1.24% and 1.19% at September 30, 2012 and 2011, respectively. A 25% increase

in this ratio would have increased the allowance by $332,000 and $326,000 at September 30, 2012 and 2011, respectively.

Business Strategy

Our business strategy has been to operate as a well-capitalized independent financial institution dedicated to providing convenient access and quality service at competitive prices. Historically, we have sought to implement this strategy by maintaining a substantial part of our assets in loans secured by one-to-four family residential real estate located in our market area and home equity and consumer loans. In prior years, we had diversified our portfolio to include a higher percentage of commercial real estate, multifamily and construction loans, which are generally secured by properties in our market area. We continue to emphasize a variety of deposit and loan products, with the latter consisting primarily of one-to-four family mortgages and home equity loans. We have grown our branch network, which has expanded our geographic reach, and may consider the acquisition of other financial institutions or branches.

Management of Interest Rate Risk and Market Risk

Because the majority of our assets and liabilities are sensitive to changes in interest rates, our most significant form of market risk is interest rate risk, or changes in interest rates. We may be more vulnerable to an increase or decrease in interest rates depending upon 1) the duration and repricing characteristics of our interest-earning assets and interest-bearing liabilities at a given point in time, 2) the time horizon and 3) the level of interest rates. Our objective is to maintain a consistent level of profitability within acceptable risk tolerances across a broad range of potential interest rate environments.

To reduce the effect of interest rate changes on net interest income, we have adopted various strategies to enable us to improve the matching of interest-earning asset maturities to interest-bearing liability maturities. The principal elements of these strategies include seeking to:

originate loans with adjustable rate features or shorter term fixed rates for portfolio and sell longer term fixed rate mortgages;

maintain a high percentage of low-cost transaction and savings accounts which tend to be less interest rate sensitive when interest rates rise;

lengthen the maturities of our liabilities when it would be cost effective through the pricing and promotion of longer term certificates of deposit or the utilization of longer-term borrowings;

maintain an investment portfolio, with short to intermediate terms to maturity or adjustable interest rates, that provides a stable cash flow, thereby providing investable funds in varying interest rate cycles.

Exposure to interest rate risk is closely monitored by our management through the use of models which generate estimates of the change in economic value of equity (“EVE”) and net interest income over a range of interest rate scenarios. EVE is equal to the market value of assets minus the market value of liabilities.

The following table contains our Economic Value of Equity calculations at September 30, 2012.

										EVE as % of Market
		Economic Value of Equity								Value of Assets
Change		Estimated					%			EVE
in Rate		Amount		Change			Change			Ratio (1)			Change (2)
		($ in thousands)

	+300 bp	$	10,646	$	(7,9055	)		(43)	%		7.04	%		(423) bp
	+200 bp		14,111		(4,4400	)		(24)	%		9.04	%		(223) bp
	+100 bp		17,155		(1,3966	)		(8)	%		10.67	%		(60) bp
	0 bp		18,551								11.27	%
	-100 bp		19,108		557			3	%		11.46	%		19 bp

(1) Calculated as the estimated EVE divided by the market value of assets.
(2) Calculated as the increase (decrease) in the EVE ratio assuming the indicated change
in interest rates over the estimated EVE ratio assuming no change in interest rates.

This table indicates that the Bank’s economic value of equity would be expected to decrease in the event of an increase in prevailing market rates.

Computations of prospective effects of hypothetical interest rate changes are based on numerous assumptions, including relative levels of market interest rates, prepayments and deposit run-offs, and should not be relied upon as indicative of actual results. Certain shortcomings are inherent in such computations. Although certain assets and liabilities may have similar maturities or periods of repricing, they may react at different times and in different degrees to changes in market interest rates. The interest rates on certain types of assets and liabilities may fluctuate in advance of changes in market interest rates, while rates on other types of assets and liabilities may lag behind changes in market interest rates. Certain assets, such as adjustable rate mortgages, generally have features which restrict changes in interest rates on a short term basis and over the life of the asset. In the event of a change in interest rates, prepayments and early withdrawal levels could deviate significantly from those assumed in making the calculations set forth above. Additionally, an increased credit risk may result as the ability of many borrowers to service their debt may decrease in the event of an interest rate increase.

Comparison of Financial Condition at September 30, 2012 and 2011

Assets. Total assets decreased $2.1 million, or 1.3%, to $161.8 million at September 30, 2012, from $163.9 million at September 30, 2011. This decrease is primarily attributable to a $2.6 million decrease in net loans receivable and a $1.2 million decrease in real estate owned, partially offset by a $1.2 million increase in investment securities and a $953,000 increase in cash and cash equivalents. Loans receivable decreased by 2.4%, to $106.0 million at September 30, 2012 from $108.6 million at September 30, 2011. Balances in all categories of commercial-purpose loans continued to decrease during the 2012 fiscal year, including commercial real estate, multifamily, non-owner-occupied one-to-four family loans and commercial loans, while balances of mortgage loans secured by owner-occupied one-to-four family residences increased. In the second quarter of fiscal 2009, as problem assets grew quickly and dramatically, and upon the issuance of a supervisory agreement, we suspended virtually all new commercial lending. We also adopted a plan to reduce our levels of commercial real estate, investor, participation and construction loans. We continue to lend to consumers for mortgages, home equity and other consumer loans. The one-to-four family and home equity loan portfolios represent 84.3% of the loan portfolio at September 30, 2012 compared to 83.0% at September 30, 2011. Real estate owned decreased by $1.2 million, to $444,000 from $1.6 million. Eight properties were sold during the year ended September 30, 2012, leaving one property in the REO portfolio.

Liabilities. Total liabilities decreased $2.3 million to $144.9 million at September 30, 2012 from $147.2 million at September 30, 2011. Deposits decreased by $10.3 million, or 7.4%, to $128.9 million at September 30, 2012, from $139.2 million at September 30, 2011, with most of the decrease in certificates of deposit, which decreased by $9.0 million. The ratio of core deposits (non-certificates) to total deposits continues to improve, increasing to 57.5% at September 30, 2012 from 54.2% at September 30, 2011. Borrowed funds increased by $7.7 million during the same period, to $13.7 million at September 30, 2012 from $6.0 million at September 30, 2011.

Stockholders’ Equity. Stockholder’s equity increased to $16.9 million at September 30, 2012, from $16.6 million at September 30, 2011, primarily due to fiscal 2012 net income of $126,000 and an increase of $118,000 in the unrealized gain on securities available for sale.

Average Balance Sheet, Interest Rates and Yields

The following tables set forth certain information relating to our average balance sheet and reflects the average yield on assets and average cost of liabilities for the periods indicated. Such yields and costs are derived by dividing income or expense by the average balance of assets or liabilities, respectively, for the periods presented.

	Year Ended September 30, 2012							Year Ended September 30, 2011
	Average				Average			Average				Average
	Balance		Interest		Yield/Cost			Balance		Interest		Yield/Cost
	(Dollars in thousands)
Interest-earning assets:
Loans receivable (1)	$	109,057	$	5,207		4.78	%	$	111,042	$	5,585		5.03	%
Investment securities		41,269		1,078		2.61			42,051		1,270		3.02
Other interest-earning assets (2)		2,458		28		1.14			3,153		37		1.17
Total interest-earning assets		152,784		6,313		4.13			156,246		6,892		4.41
Non-interest-earning assets		6,833							7,358
Total assets	$	159,617						$	163,604

Interest-bearing liabilities:
Interest-bearing checking	$	7,894		18		0.23		$	7,609		17		0.22
Savings accounts		20,224		27		0.13			19,027		37		0.19
Money market accounts		25,228		127		0.50			26,516		210		0.79
Certificates of deposit		57,800		1,005		1.74			64,945		1,290		1.99
Total interest-bearing deposits		111,146		1,177		1.06			118,097		1,554		1.32
Borrowings		7,127		182		2.55			7,132		207		2.90
Total interest-bearing liabilities		118,273		1,359		1.15			125,229		1,761		1.41
Non-interest-bearing liabilities (3)		24,448							22,114
Total liabilities		142,721							147,343
Stockholders’ equity		16,896							16,261
Total liabilities and stockholders’ equity	$	159,617						$	163,604
Net interest income			$	4,954						$	5,131
Interest rate spread (4)						2.98	%						3.00	%
Net interest margin (5)						3.24	%						3.28	%
Ratio of average interest-earning assets
to average interest-bearing liabilities						129.18	%						124.77	%

_________________________________

(1)	Average balances include non-accrual loans. Interest income includes amortization of net deferred loan fees and (costs) of $(8,500) and $(19,800) for the fiscal years 2012 and 2011, respectively.

(2)	Includes interest-bearing deposits in other financial institutions and FHLB stock. Tax exempt interest is not presented on a taxable equivalent basis.

(3)	Includes average non-interest-bearing deposits of $22,493,000 and $20,280,000 for the years ended September 30, 2012 and 2011, respectively.

(4)	Interest rate spread represents the difference between the average yield on interest-earning assets and the average cost of interest-bearing liabilities.

(5)	Net interest margin represents net interest income as a percentage of average interest-earning assets.

Rate/Volume Analysis

The table below sets forth certain information regarding changes in our interest income and interest expense for the periods indicated. For each category of interest-earning assets and interest-bearing liabilities, the table distinguishes between: (i) changes attributable to volume (changes in average volume multiplied by prior period's rate); and (ii) changes attributable to rates (changes in rate multiplied by old average volume). For purposes of this table, the net change attributable to the combined impact of rate and volume has been allocated proportionally to the absolute dollar amounts of change in each.

	Year Ended September 30,									Year Ended September 30,
	2012 vs. 2011									2011 vs. 2010
	Increase (Decrease) Due to									Increase (Decrease) Due to
	Volume			Rate			Net			Volume			Rate			Net
	(In thousands)
Interest-earning assets:
Loans receivable	$	(99	)	$	(279	)	$	(378	)	$	(224	)	$	(391	)	$	(615	)
Investment securities		(23	)		(169	)		(192	)		93			(326	)		(233	)
Other interest-earning assets		(8	)		(1	)		(9	)		27			(31	)		(4	)
Total interest-earning assets		(130	)		(449	)		(579	)		(104	)		(748	)		(852	)

Interest-bearing liabilities:
Interest-bearing checking		1			0			1			1			2			3
Savings accounts		2			(12	)		(10	)		3			(19	)		(16	)
Money market accounts		(10	)		(73	)		(83	)		38			(73	)		(35	)
Certificates of deposit		(134	)		(151	)		(285	)		(115	)		(221	)		(336	)
Borrowings		0			(25	)		(25	)		(111	)		(21	)		(132	)
Total interest-bearing liabilities		(141	)		(261	)		(402	)		(184	)		(332	)		(516	)

Net interest income	$	11		$	(188	)	$	(177	)	$	80		$	(416	)	$	(336	)

Comparison of Results of Operations for the Years Ended September 30, 2012 and 2011

Net Income. For the year ended September 30, 2012, the Company reported net income of $126,000, or $.08 per diluted share, compared to net income of $440,000, or $.27 per diluted share, for the year ended September 30, 2011. Net income before income tax decreased by $528,000 for the year ended September 30, 2012 compared to the same 2011 period. The change for fiscal 2012 is largely the result of the change in the provision for loan losses. In fiscal 2012, we recorded $350,000 in loan loss provisions, while in fiscal 2011 we recorded a net reversal of $150,000 in loan loss provisions, partly due to significant recoveries during the year.

Interest Income. The average balance of total interest-earning assets for the year ended September 30, 2012 decreased by $3.5 million compared to the year ended September 30, 2011, while the average yield decreased to 4.13% from 4.41%. The decrease in total interest income of $579,000 for the year ended September 30, 2012 is comprised primarily of a decrease in interest income of $378,000 on loans receivable and a decrease of $192,000 in interest income on investment securities. Average loan receivable balances decreased by $2.0 million for the year ended September 30, 2012 compared to the same 2011 period, while the average yield decreased to 4.78% from 5.03%. The decline in yield is due to the decline in portfolio rates as adjustable-rate loans repriced downwards, higher-rate loans paid down

and new loans came into the portfolio at lower rates, reflecting lower market rates. For the year ended September 30, 2012, the average balance of securities decreased by $782,000 compared to the same 2011 period, while the average yield decreased to 2.61% from 3.02%. The average balance of other interest-earning assets decreased by $695,000 for the year ended September 30, 2012 compared to the same 2011 period, while the average yield decreased to 1.14% from 1.17%.

Interest Expense. The average balance of interest-bearing liabilities decreased by $7.0 million for the year ended September 30, 2012 compared to the same 2011 period, while the average cost decreased to 1.15% from 1.41%. The decrease in total interest expense of $402,000 for the year ended September 30, 2012 is comprised of a $377,000 decrease in interest expense on deposits and a $25,000 decrease in interest expense on borrowings. Average interest-bearing deposit balances decreased by $7.0 million with a decrease in the average cost to 1.06% for the year ended September 30, 2012, compared to 1.32% for the same 2011period. The decrease in deposit rates is a reflection of the decline in market rates and a shift to core deposits from certificates of deposit. Average borrowings balances were unchanged, but the average cost decreased to 2.55% from 2.90%.

Net Interest Income. Net interest income decreased to $5.0 million for the year ended September 30, 2012, compared to $5.1 million for the year ended September 30, 2011. The Company’s spread and margin declined slightly during the year, as the average yield on total interest-earning assets decreased by more than the decrease in the average cost of funds. The yield on total interest-earning assets for the year ended September 30, 2012 decreased by 28 basis points compared to the year ended September 30, 2011, while the overall cost of funds decreased 26 basis points for the same period. As a result, the interest rate spread decreased by just 2 basis points, to 2.98% for the year ended September 30, 2012 compared to 3.00% for the year ended September 30, 2011. The net interest margin decreased by 4 basis points, to 3.24% from 3.28%, in the same time period.

Provision for Losses on Loans. The provision for loan losses is charged to operations to bring the total allowance for loan losses to a level that represents management's best estimate of the losses inherent in the portfolio, based on a review by management of the following factors:

historical experience;

volume;

type of lending conducted by the Bank;

industry standards;

the level and status of past due and non-performing loans;

the real estate market;

the general economic conditions in the Bank’s lending area; and

other factors affecting the collectibility of the loans in its portfolio.

Our allowance for loan losses consists of allowances calculated on impaired loans, and allowances calculated on the balance of the portfolio. Valuation allowances are created for impaired loans when the present value of expected future cash flows or, for collateral-dependent loans, the fair value of the collateral, is less than the carrying value of the loan. A loan is considered to be impaired when, based on current information, it is probable that we will be unable to collect all amounts due according to the original contractual terms of the loan agreement. Valuation allowances for unimpaired loans are determined by applying estimated loss factors to various aggregate loan categories. The allowance level is reviewed on a quarterly basis, at a minimum.

Determining the amount of the allowance for loan losses necessarily involves a high degree of judgment. The allowance for loan losses is maintained at a level that represents management's best estimate of losses in the loan portfolio at the balance sheet date. However, there can be no assurance that

the allowance for losses will be adequate to cover losses which may be realized in the future, or that additional provisions for losses will not be required. In addition, regulatory agencies, as part of their examination process, periodically review the allowance for loan losses and may require us to recognize adjustments to the allowance based on their judgment regarding the adequacy of the allowance for loan losses at the time of their examination.

For the year ended September 30, 2012, we recorded loan loss provisions in the amount of $350,000, compared to a net reversal of provisions of $150,000 for the same 2011 period. Net charge-offs for the year ended September 30, 2012 were $324,000 (0.30% of average loans outstanding) compared to $1.8 million (1.58% of average loans outstanding) for the prior year. The allowance for loan losses was $1.3 million or 1.24% of total loans outstanding at September 30, 2012, compared to $1.3 million or 1.19% of total loans outstanding at September 30, 2011. Non-performing loans, expressed as a percentage of total loans, increased to 1.61% at September 30, 2012 from 0.80% at September 30, 2011. The ratio of the allowance for loan losses to non-performing loans decreased to 0.77 times at September 30, 2012 from 1.49 times at September 30, 2011.

The following table sets forth information regarding non-performing loans and real estate owned, as of the dates indicated.

	September 30,
	2012		2011
	(In thousands)
Non-accrual loans	$	1,539	$	684
Accruing loans past due 90 days or more		191		191
Total non-performing loans		1,730		875
Real estate owned		444		1,611
Total non-performing assets	$	2,174	$	2,486

As of September 30, 2012, non-accrual loans consist of nine loans with balances ranging from $29,000 to $493,000, in various stages of collection, workout and foreclosure. For non-accrual loans outstanding at September 30, 2012 the Company would have recorded $81,000 in interest income for the year then ended, had the loans been current in accordance with their original terms. Interest income of $24,000 on these loans was included in net income for the fiscal year. Not included in the above table as of September 30, 2012 and 2011 are $1.4 million and $1.6 million, respectively, in loans that were restructured in troubled debt restructurings and are performing in accordance with the modified terms. Approximately $380,000 of the allowance for loan losses relates to non-performing loans at September 30, 2012.

Real estate owned at September 30, 2012 consists of one partially complete multifamily construction rehab project.

Non-interest Income. Non-interest income increased $57,000, or 11.9%, to $538,000 for the year ended September 30, 2012, compared to $481,000 for same period in 2011. Account servicing and other fees increased by $23,000, primarily as a result of an increase in fees from debit card transactions, partially offset by a decrease in NSF fees. Gain on sale of loans increased by $40,000, with secondary market loan volumes driven by mortgage rates at new lows once again.

Non-interest Expense. Non-interest expense decreased $92,000, or 1.8%, to $5.0 million for the year ended September 30, 2012, from $5.1 million for the same period in 2011. The decrease in non-interest expense resulted primarily from decreases in federal insurance premiums and other expense, partially offset by an increase in service bureau and data processing expense. Federal deposit insurance

premiums decreased by $60,000 for the year ended September 30, 2012 compared to the same 2011 period, primarily due to the changes in the assessment base and rates, effective as of April 1, 2011. Other expense decreased by $86,000, to $1.0 million for the year ended September 30, 2012 from $1.1 million for the same period in 2011, primarily due to a reduction in problem loan-related costs. Service bureau and data processing expense increased by $72,000 for the year ended September 30, 2012 compared to the same 2011 period, largely due to an increase in the level of outside support required for the administration of our network and equipment during the period.

Income Taxes. For the years ended September 30, 2012 and 2011, the Company recorded tax expense of $40,000 and of $254,000, respectively, reflecting an effective tax rate of 24.0% and 36.7%, respectively. The change in the effective tax rates is due to book / tax differences.

Liquidity and Capital Resources

Liquidity is the ability to fund assets and meet obligations as they come due. Liquidity risk is the risk of not being able to obtain funds at a reasonable price within a reasonable period of time to meet financial commitments when due. We are required under federal regulations to maintain a sufficient level of liquid assets (including specified short-term securities and certain other investments), as determined by management and reviewed for adequacy by regulators during examinations. Roebling Bank is also subject to federal regulations that impose certain minimum capital requirements. See Note 13 to our consolidated financial statements.

Our liquidity, represented by cash and cash equivalents and investment securities, is a product of our operating, investing and financing activities. Our primary sources of liquidity are deposits, loan and investment security repayments and sales, and borrowed funds. While scheduled payments from the amortization and maturity of loans, investment securities and short-term investments are relatively predictable sources of funds, deposit flows, loan and mortgage-backed security prepayments and investment security calls are greatly influenced by general interest rates, economic conditions and competition. We monitor projected liquidity needs to ensure that adequate liquidity is maintained on a daily and long-term basis. We have the ability to borrow from the FHLB of New York, or others, should the need arise. As of September 30, 2012, we had $13.7 million in outstanding borrowings from the FHLB of New York.

Off-Balance Sheet Arrangements

We are a party to financial instruments with off-balance sheet risk in the normal course of business to meet the financing needs of our customers and to reduce our exposure to fluctuations in interest rates. These financial instruments include commitments to extend credit and involve, to varying degrees, elements of credit and interest rate risk in excess of the amount recognized in the statements of financial condition. The contract or notional amounts of those instruments reflect the extent of our involvement in particular classes of financial instruments.

Our exposure to credit loss in the event of nonperformance by the other party to the financial instrument for commitments to extend credit is represented by the contractual notional amounts of those instruments. We use the same credit policies in making commitments and conditional obligations as we do for on-balance-sheet instruments. We generally do not require collateral or other security to support financial instruments with credit risk, with the exception of letters of credit.

Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract. Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee. Since many of the commitments are

expected to expire without being drawn upon, the total commitments do not necessarily represent future cash requirements. We have approved lines of credit unused but accessible to borrowers totaling $13.4 million and $13.0 million at September 30, 2012 and 2011, respectively.

At September 30, 2012 and 2011, we had $2.8 million and $4.0 million in outstanding commitments to fund loans, respectively. There were $700,000 and $1.1 million in outstanding commitments to sell loans at September 30, 2012 and 2011, respectively. There were no outstanding commercial letters of credit or commitments to purchase or sell investment securities at September 30, 2012 or 2011.

Impact of Inflation and Changing Prices

The consolidated financial statements presented herein have been prepared in accordance with accounting principles generally accepted in the United States of America, which require the measurement of financial position and operating results without considering the change in the relative purchasing power of money over time due to inflation. The impact of inflation is reflected in the increased cost of our operations. Unlike industrial companies, nearly all of our assets and liabilities are financial in nature. As a result, our earnings are impacted by changes in interest rates, which are influenced by inflationary expectations. Our asset/liability management strategy seeks to minimize the effects of changes in interest rates on our net income.

Recent Accounting Pronouncements

For a discussion of the expected impact of recently issued accounting pronouncements that have yet to be adopted by the Company, please refer to Note 17 to the Consolidated Financial Statements included herein.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Not applicable.

Item 8. Financial Statements and Supplementary Data

The Company’s consolidated financial statements are ~~incorporated~~contained ~~herein~~in bythis ~~reference~~Annual ~~from~~Report ~~the~~on ~~Annual~~Form ~~Report~~10-K immediately following Item 15.

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

Not applicable.

Item 9A. Controls and Procedures.

(a) Evaluation of disclosure controls and procedures. The Company’s management evaluated, with the participation of the Company’s principal executive officer and principal financial officer, the effectiveness of the Company’s disclosure controls and procedures as of the end of the period covered by this report. Based on this evaluation, the Company’s principal executive officer and principal financial officer have concluded that as of the end of the period covered by this Annual Report on Form 10-K such disclosure controls and procedures are effective to ensure that information required to be disclosed by the Company in reports that it files or submits under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms.

(b) Internal Control Over Financial Reporting. Management’s Report on Internal Control Over Financial Reporting is furnished herein by reference from the Annual Report. Such report is not deemed to be filed for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section.41

(b) Internal Control Over Financial Reporting.

1. Management’s Report on Internal Control over Financial Reporting

Management is responsible for establishing and maintaining adequate internal control over financial reporting. Pursuant to the rules and regulations of the Securities and Exchange Commission, internal control over financial reporting is a process designed by, or under the supervision of, the Company’s principal executive and principal financial officer, or persons performing similar functions, and effected by the Company’s board of directors, management and other personnel to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

The Company’s internal control over financial reporting includes those policies and procedures that: (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures are being made in accordance with authorization of management and directors of the Company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company’s assets that could have a material effect on the financial statements. Because of inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies and procedures may deteriorate.

Management conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on our evaluation, management concluded that, as of September 30, 2012, our internal control over financial reporting was effective.

2. Changes in Internal Control Over Financial Reporting

There were no changes in the Company’s internal control over financial reporting that occurred during the Company’s last fiscal quarter that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

Item 9B. Other Information.

Not applicable.

PART III

Item 10. Directors, Executive Officers and Corporate Governance

The ~~information~~Company’s ~~required~~Board ~~under~~of ~~this~~Directors ~~item~~ is ~~incorporated~~comprised ~~herein~~of bysix ~~reference~~members toeach ~~the~~of ~~Proxy~~whom ~~Statement~~serves for ~~the 2012 Annual Meeting (the “Proxy Statement”) contained under the sections captioned “Corporate Governance,” “Section 16(~~a) ~~Beneficial~~term ~~Ownership Reporting Compliance,” “Proposal I - Election~~ of ~~Directors,” “-~~three ~~Business~~years ~~Experience~~ and ~~Qualifications~~until oftheir ~~Directors,”~~successors ~~and~~are “-elected ~~Business~~and ~~Background of Our Executive Officers Who Are Not Directors~~qualified.” The Company’s ~~has~~officers ~~adopted~~are aelected ~~Code~~annually ofby ~~Ethics~~the ~~that~~Board ~~applies~~and toserve ~~its~~at ~~principal~~the ~~executive~~Board’s ~~officer and principal financial officer~~discretion. The ~~A copy of the~~ Company’s ~~Code~~directors ofare ~~Ethics~~divided ~~will~~into bethree ~~furnished~~classes, ~~without~~one ~~charge,~~of towhich ~~any~~stands ~~person~~for ~~who~~election ~~requests~~at ~~such~~each ~~copy~~annual ~~by writing to the Secretary, Roebling Financial Corp, Inc~~meeting.~~, Route 130 South and Delaware Avenue, Roebling, New Jersey 08554.~~

3142

The following table sets forth information with respect to the Company’s directors and executive officers including their age as of September 30, 2012, their period of service as directors of the Company and the expiration of their current term as a director of the Bank. All directors were appointed to the Company’s Board of Directors upon the Company’s incorporation in 2004.

Name	Age	Positions with the Company	Director Since	Current Term to Expire

John J. Ferry	62	Director, Chairman of the Board	1986	2013
John A. LaVecchia	65	Director, Vice Chairman	1989	2015
Mark V. Dimon	54	Director, Treasurer	1983	2013
Joan K. Geary	84	Director, Secretary	1990	2014
George N. Nyikita	62	Director	1989	2015
Robert R. Semptimphelter, Sr.	60	Director	1990	2014
R. Scott Horner	61	President and Chief Executive Officer	N/A	N/A
Janice A. Summers	51	Executive Vice President and Chief Financial Officer	N/A	N/A

The Board believes that the many years of service that our directors have had at the Company and the Bank or at other financial institutions is one of the directors’ most important qualifications for service on the Board. This service has given them extensive knowledge of the banking business and the Company. Furthermore, their service on Board committees, especially in areas of audit, compliance and compensation is critical to their ability to oversee the management of the Company by our executive officers. Each outside director brings special skills, experience and expertise to the Board as a result of their other business activities and associations.

John J. Ferry is President and owner of John J. Ferry Enterprises, Inc., a general construction contractor with which he has been affiliated for 38 years. Mr. Ferry is President of the Burlington County Institute of Technology School Board, in Westampton, New Jersey and is also a member of the Burlington County Special Services School Board. His participation in our local community for many years brings knowledge of the local economy and business opportunities for the Bank.

John A. LaVecchia has been a Senior Consultant at Springfield Hyundai since June 2011 after having been a Senior Automotive Consultant at Northeast Auto Complex since 2010. He was formerly a Senior Sales Consultant with Colonial Auto Complex, and had previously served as a Manager of Brandow Group, Chevrolet Division, since 1999. Prior to that, he served as President of Totten Chevrolet Inc., an automotive dealership. Mr. LaVecchia is a former member of the Board of Directors of Girl Scouts USA and has coached in both Medford Little League and Medford Youth Soccer Clubs. His participation in our local community for many years brings knowledge of the local economy and business opportunities for the Bank.

Mark V. Dimon is an entrepreneur. Until 2007, he was the sole proprietor of Dimon Oil, a commodity brokerage business he founded in 1988. He has been a member of the New York Mercantile Exchange for over 30 years. Mr. Dimon was a member of the Florence Township Board of Education for nine years. He is also a member of the Board of the Roebling Museum and the Burlington County Military Affairs Committee. His participation in our local community for many years brings knowledge of the local economy and business opportunities for the Bank.

Joan K. Geary is the President and Treasurer of Keating Realty Company trading as M.E. Keating, Inc., a third generation family-owned business, which is engaged in road/earth work and with

which she has been affiliated for over 60 years. Ms. Geary is a member of the Florence Township Economic Development Council, having previously served as Chairperson for over 30 years. She also holds a New Jersey Real Estate License. Ms. Geary formerly received a State of New Jersey Supreme Court appointment to serve as a public member of the Burlington County District III.B, serving four years on the Fee Arbitration Panel and four years on the Attorney Ethics Panel. Her participation in our local community for many years brings knowledge of the local economy and business opportunities for the Bank.

George N. Nyikita is Manager of Corporate Development for Pennoni Associates, an engineering consulting company. Until 2007, he was the Executive Director of the Burlington County Bridge Commission where he had served since 1991. He is a member and Vice Chairman of the Board of Trustees of Burlington County College. Mr. Nyikita is a former member of the Burlington County Board of Taxation and a former Director of the Family Y of Burlington County. His participation in our local community for many years brings knowledge of the local economy and business opportunities for the Bank.

Robert R. Semptimphelter, Sr. is a principal of Farnsworth & Semptimphelter, LLC, a healthcare physician billing service located in Burlington County which he formed in 2002. Prior to forming Farnsworth & Semptimphelter, LLC, he had served as Director of Patient Financial Services at Carrier Clinic in Belle Meade, New Jersey since 1992. He has also held the position of Controller for several large healthcare institutions as well as the position of bank examiner at a public accounting firm. Mr. Semptimphelter has been on the Planning Board of Mansfield Township since 2006 and was appointed Vice Chairman in 2010. He holds a degree in accounting from St. Edwards University and a masters degree in finance from Rider University. His participation in our local community for many years brings knowledge of the local economy and business opportunities for the Bank.

Business Background of Our Executive Officers Who Are Not Directors

The business experience for the past five years of the Company’s executive officers who are not directors is set forth below. Unless otherwise indicated, the executive officer has held his or her position for the past five years.

R. Scott Horner was appointed President and Chief Executive Officer on September 17, 2012. Mr. Horner was appointed as President of the Company’s principal subsidiary, Roebling Bank on August 8, 2012. Prior to his appointment, Mr. Horner had served as Vice President of Operations of Roebling Bank since November 2011. Mr. Horner previously served as Executive Vice President and Chief Financial Officer of Sterling Banks, Inc., Mt Laurel, New Jersey, from 1997 until its sale in 2010. Mr. Horner also served as a director of Sterling Banks, Inc. from 1998 to 2010.

Janice A. Summers commenced employment with the Bank in May 2000 as Senior Vice President and Chief Operating Officer. In September 2002, Ms. Summers was appointed Senior Vice President, Chief Operating Officer and Chief Financial Officer of the Bank and Company. In July 2011, Ms. Summers was named Acting President of the Bank and Company and served in that capacity until August and September, 2012 when she was named Executive Vice President and Chief Financial Officer of the Bank and Company, respectively. Ms. Summers has 30 years of experience in the banking industry and is also a Certified Public Accountant.

Audit Committee Financial Expert

The Board of Directors has determined that Mr. Semptimphelter is an audit committee financial expert within the meaning of the regulations of the Securities and Exchange Commission.

Code of Ethics

The Company has adopted a Code of Ethics that applies to its principal executive officer and principal financial officer. A copy of the Company’s Code of Ethics will be furnished, without charge, to any person who requests such copy by writing to the Secretary, Roebling Financial Corp, Inc., Route 130 South and Delaware Avenue, Roebling, New Jersey 08554.

Section 16(a) Beneficial Ownership Reporting Compliance

Securities and Exchange Commission regulations require the Company’s officers, directors and persons who own more than 10% of the outstanding Common Stock to file reports detailing their ownership and changes of ownership in the Common Stock, and to furnish the Company with copies of these reports. Based solely on its review of the reports received during the past fiscal year or with respect to the last fiscal year or written representations from these persons that they were not required to file annual reports of change in beneficial ownership, the Company believes that during fiscal year 2012, all of its officers and directors have complied with these reporting requirements other than Mr. Horner who was late filing his Form 3. The Company is not aware of any 10% shareholders.

Item 11. Executive Compensation

Summary Compensation Table. The ~~information~~following ~~required~~table sets forth the cash and non-cash compensation awarded to or earned during the last two fiscal years by ~~this~~our ~~item~~principal isexecutive ~~incorporated~~officer and by ~~reference~~the tomost highly compensated executive officer other than the ~~Proxy~~principal ~~Statement~~executive ~~contained~~officer ~~under~~whose compensation (excluding compensation attributable to non-qualified deferred compensation earnings) during the ~~sections~~fiscal ~~captioned~~year ~~“Director~~ended ~~Compensation”~~September 30, 2012 exceeded $100,000 for services rendered in all capacities to Roebling Financial Corp, Inc. and Roebling Bank (the “Named Executive ~~Compensation.~~Officers”).

Name and Principal Position	Year	Salary		Bonus		Stock Awards		Option Awards		All Other Compensation		Total

R. Scott Horner *	2012	$	101,289	$	—	$	—	$	—	$	—	$	101,289
President and Chief
Executive Officer

Janice A. Summers	2012	$	125,673	$	—	$	—	$	—	$	14,912 (1)	$	140,585
Executive Vice President	2011		115,913		—		—		—		14,675		130,588
and Chief Financial Officer

__________

*	Mr. Horner was appointed President and Chief Executive Officer of the Company on September 17, 2012. Ms. Summers served as Acting President and Chief Executive Officer prior to that date.

(1)Includes $4,163 in health insurance premiums paid by the Bank, 1,207 shares allocated to Ms. Summers’ account pursuant to the ESOP at a cost of $8.48 per share (with an aggregate market value of $4,949 at September 30, 2012) and $518 representing the taxable amount of employer-provided group term life insurance.

Outstanding Equity Awards at Fiscal Year End. The following table sets forth information on an award-by-award basis with respect to outstanding equity awards to the Named Executive Officers at fiscal year end, as well as the value of such awards held by such persons at the end of the fiscal year.

	Option Awards					Stock Awards
Name	Number of Securities Underlying Unexercised Options Exercisable	Number of Securities Underlying Unexercised Options Unexercisable	Option Exercise Price		Option Expiration Date	Number of Shares or Units of Stock That Have Not Vested		Market Value of Shares or Units of Stock That Have Not Vested (2)
R. Scott Horner	—	—	$	—	—	—		$	—
Janice A. Summers	10,000	—		12.725	09/06/16	348	(1)		1,427

___________

(1)	Represents remaining unvested shares awarded to Ms. Summers under the Restricted Stock Plan on December 4, 2008 which vest in December 2012.

(2)	Based on the most recent closing price of the Common Stock as of September 30, 2012 ($4.10 per share).

Retirement, Severance and Change-in-Control Arrangements. The Company has various arrangements with the Named Executive Officers pursuant to which they may become eligible for retirement benefits or payments in connection with a termination of their employment or a change in control of the Company.

Employment Agreement. The Bank has entered into an employment agreement (the “Agreement”) with Ms. Janice A. Summers for a one-year term subject to annual extension for an additional year each year unless the Board of Directors gives 60 days prior notice. As of September 30, 2012, Ms. Summers’ base salary under her Agreement is $130,000 per annum. Under the Agreement, Ms. Summers’ employment may be terminated by the Bank with or without “just cause” as defined in the Agreement. If the Bank terminates Ms. Summers’ employment without just cause, she will be entitled to a continuation of her salary from the date of termination through the remaining term of the Agreement, but in no event for a period of less than six months thereafter. In the event of the termination of employment in connection with any change in control of the Bank during the term of the Agreement, Ms. Summers will be paid an amount equal to 2.0 times her total taxable compensation for the calendar year ending on December 31 preceding such termination, plus the costs associated with maintaining her benefits participation for a period of two years. In the event of a change in control at September 30, 2012, Ms. Summers would have been entitled to a payment of approximately $258,000.

401(k) Plan. Roebling Bank sponsors a defined contribution 401(k) Plan pursuant to which eligible employees may contribute up to the maximum amount allowed by law annually. The 401(k) Plan is open to all employees over the age of 21. In fiscal 2009, the Bank matched employee contributions 100% up to the first 3% of salary and 50% of contributions on the next 2% of compensation to a maximum of 4%. As of October 1, 2009, matching contributions were made discretionary. Employees are eligible for matching contributions after one year of service. Employees may invest their 401(k) Plan account balances in various mutual funds. Employees are immediately vested in their plan contributions and in matching contributions made by the Bank. Participating employees may begin receiving distributions from their 401(k) Plan account on their retirement at age 59½ and must begin receiving distributions at age 70.

Stock Option and Restricted Stock Plans. Under the 1999 and 2006 Stock Option and Restricted Stock Plans, all plan share awards become vested and non-forfeitable upon a termination of employment in connection with death or disability or upon a change in control of the Company. At September 30, 2012, all outstanding options for Ms. Summers were exercisable. At September 30, 2012, Ms. Summers

had 348 shares of unvested restricted stock awards which had an aggregate value of $1,427 based on the last closing price of the Common Stock on that date and which would vest immediately upon her termination of employment in connection with her death or disability or a change in control.

Employee Stock Ownership Plan. The Company maintains an employee stock ownership plan for the exclusive benefit of participating employees. Participating employees are employees who have completed one year of service and have attained the age of 21. The ESOP is funded by contributions made by the Company in cash or Common Stock. Benefits may be paid either in shares of the Common Stock or in cash. The ESOP has previously borrowed funds from the Company to finance the acquisition of shares of the Common Stock. Shares purchased with loan proceeds are held in a suspense account for allocation among participants as the loan is repaid. Contributions to the ESOP and shares released from the suspense account are allocated among participants on the basis of total compensation. All participants must be employed at least 1,000 hours in a plan year, or have terminated employment following death, disability or retirement, in order to receive an allocation. Participant benefits become fully vested in plan allocations following five years of service. Employment before the adoption of the employee stock ownership plan is credited for the purposes of vesting. At September 30, 2012, Ms. Summers had 12,213 shares and cash with an aggregate value of $52,169 credited to her account in the ESOP and is fully vested.

Director Compensation. Set forth below is a table providing information concerning the compensation of the directors of Roebling Financial Corp, Inc. who were not Named Executive Officers during the last fiscal year.

Name	Fees Earned or Paid in Cash		Stock Awards		Option Awards (1)		All Other Compensation			Total
Mark V. Dimon	$	24,000	$	—	$	—	$	—		$	24,000
John J. Ferry		24,000		—		—		—			24,000
Joan K. Geary		24,000		—		—		—			24,000
John A. LaVecchia		24,000		—		—		—			24,000
George N. Nyikita		24,000		—		—		28,256	(2)		52,256
Robert R. Semptimphelter, Sr.		24,000		—		—		—			24,000

_______________

(1)	At September 30, 2012, directors had the following option awards:

	Option Awards
Name	Number of Securities Underlying Unexercised Options Exercisable	Number of Securities Underlying Unexercised Options Unexercisable	Option Exercise Price		Option Expiration Date

Mark V. Dimon	9,107	—	$	10.00	1/30/16
John J. Ferry	9,107	—		10.00	1/30/16
Joan K. Geary	9,107	—		10.00	1/30/16
John A. LaVecchia	9,107	—		10.00	1/30/16
George N. Nyikita	9,107	—		10.00	1/30/16
Robert R. Semptimphelter, Sr.	9,107	—		10.00	1/30/16

(2)	Consists of consulting fees as described below.

Board Fees. Each non-employee Director receives $2,000 a month. Through August 2009, directors also received $150 for each board and committee meeting attended. Total fees of approximately $144,000 were paid to directors for their service on the Board of Directors and its committees during the fiscal year ended September 30, 2012. As Chairman, Mr. Ferry is an ex-officio member of all committees.

Mr. Nyikita provided consulting services to the Bank to assist during the period of management transition. He was being paid at the rate of $35.00 per hour for work performed.

Directors Consultation and Retirement Plan. The Bank sponsors a Directors Consultation and Retirement Plan (“DRP”) to provide retirement benefits to non-employee directors of the Bank. Payments under the DRP commence upon retirement as a director of the Bank. The DRP provides a retirement benefit based on the number of years of service to the Bank. Benefits shall be paid for a maximum of 120 months to the retired directors or their beneficiary. For the fiscal year ended September 30, 2012, no payments were made under the DRP.

Directors Change in Control Severance Plan. The Company has adopted a Directors Change in Control Severance Plan. In the event of a future Change in Control of the Company and the termination of the service of a director, he or she will receive a severance benefit payable in a lump-sum as follows: for those with less than 10 years of Board service, 100% of the most recent calendar year’s aggregate Board compensation; more than 10 but less than 15 years, 150% of such prior year’s compensation; more than 15 but less than 20 years, 200% of such prior year’s compensation; and more than 20 years, 300% of prior year’s compensation. No such payments will be made that would exceed the tax-deductible limits under Section 280G of the Internal Revenue Code of 1986.

Stock Option and Restricted Stock Plans. Effective with the adoption of the Roebling Financial Corp, Inc. 2006 Stock Option Plan on January 30, 2006, each non-employee director was granted options to acquire 9,107 shares of common stock at an exercise price of $10.00 per share. All such options were immediately vested and exercisable. Effective with the adoption of the Roebling Bank 2006 Restricted Stock Plan on January 30, 2006, each non-employee director was awarded 2,185 shares of restricted stock which vested one-third on the date of grant and one-third annually thereafter. At September 30, 2012, all such restricted stock awards had vested.

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

(a) Security Ownership of Certain Beneficial Owners. Persons and groups beneficially owning in excess of 5% of the Common Stock are required to file reports regarding their ownership with the Securities and Exchange Commission. A person is the beneficial owner of any shares of Common Stock as to which he or she has or shares voting or investment power or has the right to acquire within 60 days. Based on our review of beneficial ownership reports filed with the Securities and Exchange Commission, the following table sets forth persons or groups who are known to us to beneficially own more than 5% of the Common Stock as of September 30, 2012.

~~The information required by this item is incorporated herein by reference from the section in the Proxy Statement captioned “Principal Holders of Our Common Stock.”~~48

(b) Security Ownership of Management

Name and Address of Beneficial Owner	Amount and Nature of Beneficial Ownership			Percent of Shares of Common Stock Outstanding

Mark V. and Dawn Dimon Route 130 South and Delaware Avenue Roebling, New Jersey 08554		105,298	(1)		6.2	%

John J. and Denise Ferry Route 130 South and Delaware Avenue Roebling, New Jersey 08554		102,219	(1)		6.0	%

Roebling Bank Employee Stock Ownership Plan Trust Route 130 South and Delaware Avenue Roebling, New Jersey 08554		105,788	(2)		6.3	%

Lance S. Gad 1250 Fence Row Drive Fairfield, Connecticut 06824		131,122			7.8	%

Philip V. Oppenheimer Carl K. Oppenheimer Oppvest, LLC Oppvest II, LLC Oppenheimer-Spence Financial Services Partnership L.P. Oppenheimer-Close International, Ltd. 119 West 57th Street, Suite 1515 New York, NY 10019		140,450	(3)		8.3	%

~~The information required by this item is incorporated herein by reference to the information in the Proxy Statement contained under the section captioned “Proposal I - Election of Directors.”~~_______________

(1)	Excludes 105,788 shares held by the ESOP Trust for which he serves as a trustee and 13,563 unvested shares held by the RSP Trust for which he also serves as a trustee.

(2)

The Roebling Bank Employee Stock Ownership Plan (“ESOP”) has shared voting and dispositive power over 105,788 shares of Common Stock. The Board of Directors has appointed a committee consisting of non-employee Directors Dimon, Ferry and LaVecchia to serve as the ESOP administrative committee (“ESOP Committee”) and to serve as the ESOP trustees (“ESOP Trustees”). The ESOP Committee or the Board instructs the ESOP Trustees regarding investment of ESOP plan assets. The ESOP Trustees must vote all shares allocated to participant accounts under the ESOP as directed by participants. Unallocated shares and shares for which no timely voting direction is received, will be voted by the ESOP Trustees as directed by the ESOP Committee. As of September 30, 2012, 87,487 shares have been allocated to participant accounts under the ESOP.

(3)

Includes 129,650 shares beneficially owned by Oppenheimer-Spence Financial Services Partnership L.P. (“Oppenheimer-Spence”) and 10,800 shares beneficially owned by Oppenheimer-Close International, Ltd. (“Oppenheimer-Close”) In its capacity as General Partner, Oppvest, LLC may be deemed the beneficial owner of shares held by Oppenheimer-Spence and in its capacity as investment advisor, Oppvest II, LLC may be deemed the beneficial owner of shares held by Oppenheimer-Close. In their capacities as managing members of Oppvest, LLC and Oppvest II, LLC, Philip V. and Carl K. Oppenheimer may also be deemed the beneficial owners of shares held by Oppenheimer-Spence and Oppenheimer-Close.

(b) Security Ownership of Management. The following table sets forth information with respect to the beneficial ownership as of September 30, 2012 of each of the Company’s directors and executive officers and by all directors and executive officers as a group of the Company’s common stock, $.10 par value (the “Common Stock”) which is the only class of the Company’s equity securities outstanding.

Name	Amount and Nature of Beneficial Ownership			Percent of Class

R. Scott Horner		--		--	%
John J. Ferry		102,219	(1)	6.0	%
John A. LaVecchia		21,704	(1)	1.3	%
George N. Nyikita		35,484		2.1	%
Mark V. Dimon		105,298	(1)	6.2	%
Joan K. Geary		37,381		2.2	%
Robert R. Semptimphelter, Sr.		45,357		2.7	%
Janice A. Summers		30,028	(2)	1.8	%

All directors and executive offices as a group (8 persons)		377,471	(1)(3)	21.6	%

(1)

Excludes 105,788 shares held by the ESOP and 13,563 unvested shares held by the restricted stock plan for which Messrs. LaVecchia, Dimon and Ferry serve as members of the ESOP and RSP Trust Committees. Such individuals disclaim beneficial ownership with respect to such shares held in a fiduciary capacity.

(2)	Includes 12,213 shares allocated to the account of Ms. Summers in the ESOP and 10,000 shares that may be acquired through the exercise of stock options within 60 days.

(3)	Includes 64,642 shares that may be acquired through the exercise of stock options within 60 days.

(c)

Changes in Control

Management of the Company knows of no arrangements, including any pledge by any person of securities of the Company, the operation of which may at a subsequent date result in a change in control of the Company.

(d)

Securities Authorized for Issuance Under Equity Compensation Plans

Set forth below is information as of September 30, ~~2011~~2012 with respect to compensation plans under which equity securities of the Registrant are authorized for issuance.

	(a)		~~(b)~~	(b)			~~(c)~~	(c)
	Number of Securities to be issued upon exercise of outstanding options, warrants and rights		~~Weighted-average exercise price of outstanding options, warrants and rights~~	Weighted-average exercise price of outstanding options, warrants and rights			~~Number of securities remaining available for future issuance under equity compensation plans, (excluding securities reflected in column (a))~~	Number of securities remaining available for future issuance under equity compensation plans, (excluding securities reflected in column (a))
Equity compensation plans approved by shareholders
1999 Stock Option Plan		28,~~600~~400		$	~~12.725~~$	12.725		—	—
2006 Stock Option Plan		7464,642			~~10.730~~	10.422		~~16,434~~	26,434
1999 Restricted Stock Plan		~~1,265~~209			—	—		~~1,909~~	2,118
2006 Restricted Stock Plan		~~1,531~~348			—	—		~~19,495~~	20,330
Equity compensation plans not approved by shareholders (1)		—			—	—		—	—
TOTAL		~~106~~93,~~038~~599		$	~~11.283~~$	11.125		~~37,838~~	48,882

_______

(1)

Not applicable.

Item 13. Certain Relationships and Related Transactions, and Director Independence

Related Party Transactions. The ~~information~~Bank, ~~required~~like bymany ~~this~~financial ~~item~~institutions, ishas ~~incorporated~~followed ~~herein~~a bypolicy ~~reference~~of granting various types of loans to officers, directors, and employees. The loans have been made in the ~~Proxy~~ordinary ~~Statement~~course ~~contained~~of ~~under~~business and on substantially the ~~sections~~same ~~captioned~~terms, ~~“Related~~including ~~Party~~interest ~~Transactions”~~rates and ~~“Corporate~~collateral, ~~Governance~~as those prevailing at the time for comparable loans with persons not related to the lender, and did not involve more than the normal risk of collectibility, or present other unfavorable features.” During the years ended September 30, 2012 and 2011, no directors, officers or their immediate family members were engaged in business transactions with the Company involving more than $120,000 (other than through loans as part of the Bank’s regular lending operations).

Director Independence. The Board of Directors has determined that all Directors would be considered independent under the independence standards of The Nasdaq Stock Market if the Common Stock were listed thereon. In determining which directors are independent, the Board of Directors considered the deposit and other relationships which directors have with the Bank as well as the relationships described under “Related Party Transactions” but determined that these relationships did not affect their independence. There are no members of the Audit Committee who would not meet the independence standards of The Nasdaq Stock Market for Audit Committee members and no members of the Audit Committee who could only serve under exceptions to these standards.

Item 14. Principal Accounting Fees and Services

~~The~~Fees ~~information~~paid ~~set~~to ~~forth under~~ the ~~caption~~Company’s ~~“Proposal~~principal IIaccountant -for ~~Ratification~~each of ~~Appointment of Independent Public Accountants” in~~ the ~~Proxy~~last ~~Statement~~two isfiscal ~~incorporated~~years ~~herein~~are byset ~~reference.~~forth below:

Fiscal Year	Audit Fees		Audit-Related Fees		Tax Fees		All Other Fees
2012	$	56,729	$	—	$	15,000	$	—
2011	$	55,400	$	—	$	9,650	$	—

Audit Fees include fees billed by the Company’s independent auditors for professional services rendered for the audit of the Company’s annual financial statements and reviews of the financial statements included in the Company’s Quarterly Reports on Form 10-Q.

Audit-Related Fees - none incurred in fiscal 2012 or 2011.

Tax Fees primarily include fees associated with tax audits, tax compliance, tax consulting and tax planning. This category also includes services related to tax disclosure and filing requirements.

All Other Fees are fees billed for professional services other than those listed under Audit Fees, Audit-Related Fees and Tax Fees. No such fees were billed during the last two fiscal years.

The Audit Committee has pre-approved all audit and non-audit services provided by the independent auditor and has not adopted pre-approval procedures for this purpose. No portion of non-audit fees during the past two years were approved pursuant to paragraph (c)(7)(i)(c) of Rule 2-01 of Regulation S-X.

PART IV

Item 15. Exhibits, Financial Statement Schedules

(a1) The following ~~documents~~financial ~~are~~statements ~~filed~~and asthe ~~part~~independent ofauditors’ report appear in this ~~report~~Annual Report on Form 10-K immediately after this Item 15:

(1) The consolidated statements of financial condition of Roebling Financial Corp, Inc. as of September 30, 2011 and 2010 and the related consolidated statements of income, comprehensive income, stockholders’ equity and cash flows for each of the two years in the period ended September 30, 2011, together with the related notes and the report of Fontanella and Babitts, independent registered public accounting firm, thereon are incorporated herein by reference from the Annual Report.

Report of Independent Registered Public Accounting Firm	F-1
Consolidated Statements of Financial Condition as of September 30, 2012 and 2011	F-2
Consolidated Statements of Income For the Years Ended September 30, 2012 and 2011	F-3
Consolidated Statements of Comprehensive Income for the Years Ended September 30, 2012 and 2011	F-4
Consolidated Statements of Changes in Stockholders’ Equity for the Years Ended September 30, 2012 and 2011	F-5
Consolidated Statements of Cash Flows for the Years Ended September 30, 2012 and 2011	F-6
Notes to Consolidated Financial Statements	F-8

(2) Schedules omitted as they are not applicable.

(3) The following exhibits are either filed as part of this Annual Report on Form 10-K or incorporated herein by reference:

Number	~~Description~~	Description
3.1	Certificate of Incorporation*	Certificate of Incorporation*
3.2	Bylaws**	Bylaws**
4.0	Form of Stock Certificate***	Form of Stock Certificate***
10.1†	Directors’ Consultation and Retirement Plan*******
10.2†	Roebling Bank Stock Option Plan****
10.3†	Roebling Bank Restricted Stock Plan****
10.4†	Employment Agreement between Janice A. Summers and Roebling Bank********
10.5†	Roebling Financial Corp, Inc. 2006 Stock Option Plan*****
10.6†	Roebling Bank 2006 Restricted Stock Plan*****
10.7†	Directors Change in Control Severance Plan ******
10.8†	Directors Deferred Compensation Agreement between John J. Ferry and Roebling Bank*******
10.9†	Directors Deferred Compensation Agreement between George N. Nyikita and Roebling Bank*******
10.10†	Directors Deferred Compensation Agreement between Mark V. Dimon and Roebling Bank********
10.11	Supervisory Agreement, dated June 17, 2009*********
13	2011 Annual Report to Shareholders
21	Subsidiaries
23	Consent of Independent Auditors
31	Rule 13a-14(a)/15d-14(a) Certification

3352

32	Section 1350 Certification
10.1†		Directors’ Consultation and Retirement Plan*******
101.INS‡	XBRL Instance Document
10.2†		Roebling Bank Stock Option Plan****
101.SCH‡	XBRL Schema Document ‡
10.3†		Roebling Bank Restricted Stock Plan****
101.CAL‡	XBRL Calculation Linkbase Document
10.4†		Employment Agreement between Janice A. Summers and Roebling Bank********
101.LAB‡	XBRL Labels Linkbase Document
10.5†		Roebling Financial Corp, Inc. 2006 Stock Option Plan*****
101.PRE‡	XBRL Presentation Linkbase Document
10.6†		Roebling Bank 2006 Restricted Stock Plan*****
101.DEF‡	XBRL Definition Linkbase Document
10.7†		Directors Change in Control Severance Plan ******
10.8†		Directors Deferred Compensation Agreement between John J. Ferry and Roebling Bank*******
10.9†		Directors Deferred Compensation Agreement between George N. Nyikita and Roebling Bank*******
10.10†		Directors Deferred Compensation Agreement between Mark V. Dimon and Roebling Bank********
10.11		Formal Agreement, dated July 23, 2012*********
21		Subsidiaries
23		Consent of Independent Auditors
31		Rule 13a-14(a)/15d-14(a) Certifications
32			Section 1350 Certification
101.INS‡			XBRL Instance Document
101.SCH‡			XBRL Schema Document ‡
101.CAL‡			XBRL Calculation Linkbase Document
101.LAB‡			XBRL Labels Linkbase Document
101.PRE‡			XBRL Presentation Linkbase Document
101.DEF‡			XBRL Definition Linkbase Document

_________

†	Management contract or compensatory plan or arrangement.
‡	Submitted as Exhibits 101 to this Annual Report on Form 10-K are documents formatted in XBRL (Extensible Business Reporting Language). Pursuant to Rule 406T of Regulation S-T, these interactive data files are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933 or Section 18 of the Securities Exchange Act of 1934 and otherwise are not subject to liability.
*	Incorporated herein by reference to the Company’s Form 8-A (File No. 0-50969) filed with the Commission on September 30, 2004.
**	Incorporated by reference to the Company’s Quarterly Report on Form 10-QSB for the quarter ended March 31, 2005.
***	Incorporated herein by reference to the Company’s Registration Statement on Form SB-2 (File No. 333-116312) filed with the Commission on June 9, 2004.
****	Incorporated herein by reference to the Company’s Registration Statement on Form S-8 (File No. 333-119839) filed with the Commission on October 20, 2004.
*****	Incorporated herein by reference to the Company’s Registration Statement on Form S-8 (File No. 333-132059) filed with the Commission on February 27, 2006.
******	Incorporated herein by reference to the Company’s Quarterly Report on Form 10-QSB for the quarter ended March 31, 2008.
*******	Incorporated herein by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended December 31, 2008.
********	Incorporated herein by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2009.
*********	Incorporated herein by reference to the Company’s Current Report on Form 8-K filed with the Commission on ~~June~~July 1823, ~~2009~~2012.

3453

SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized as of December 23, 2011.
	ROEBLING FINANCIAL CORP, INC.
		/s/ Janice A. Summers
	By:	Janice A. Summers Acting President (Duly Authorized Representative)
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
/s/ John J. Ferry		/s/ Janice A. Summer
John J. Ferry Director and Chairman of the Board		Janice A. Summers Acting President, Chief Operating Officer and Chief Financial Officer (Principal Executive Officer and Financial Officer)
Date: December 23, 2011		Date: December 23, 2011
/s/ George Nyikita		/s/ Mark V. Dimon
George Nyikita Director		Mark V. Dimon Director and Treasurer
Date: December 23, 2011		Date: December 23, 2011
/s/ Robert R. Semptimphelter, Sr.		/s/ Joan K. Geary
Robert R. Semptimphelter, Sr. Director		Joan K. Geary Director and Secretary
Date: December 23, 2011		Date: December 23, 2011
/s/ John A. LaVecchia
John A. LaVecchia Director and Vice Chairman
Date: December 23, 2011

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors

Roebling Financial Corp, Inc. and Subsidiary

We have audited the accompanying consolidated statements of financial condition of Roebling Financial Corp, Inc. and Subsidiary, as of September 30, 2012 and 2011, and the related consolidated statements of income, comprehensive income, stockholders' equity and cash flows for the years then ended. These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the consolidated financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Roebling Financial Corp, Inc. and Subsidiary, at September 30, 2012 and 2011, and the results of their operations and cash flows for the years then ended in conformity with U.S. generally accepted accounting principles.

December 19, 2012

534 Union Boulevard ▪ Totowa Boro, NJ 07512 ▪ 973.595.5300 phone ▪ 973.595.5890 fax ▪ www.fasbhome.com

F-1

ROEBLING FINANCIAL CORP, INC. AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION

	September 30,
	2012			2011

Assets

Cash and due from banks	$	760,401		$	747,508
Interest-bearing deposits		4,020,735			3,080,866

Total cash and cash equivalents		4,781,136			3,828,374

Securities available for sale		44,000,750			42,817,596
Securities held to maturity; approximate fair value of
$92,000 (2012) and $113,000 (2011), respectively		88,653			109,236
Loans receivable, net		106,000,965			108,615,855
Real estate owned		444,447			1,611,351
Accrued interest receivable		470,179			515,422
Federal Home Loan Bank of New York stock, at cost		879,400			545,300
Premises and equipment		3,149,706			3,158,720
Other assets		1,977,826			2,665,815

Total assets	$	161,793,062		$	163,867,669

Liabilities and stockholders' equity

Liabilities

Deposits	$	128,903,944		$	139,218,832
Borrowed funds		13,650,000			6,000,000
Advances from borrowers for taxes and insurance		603,476			525,300
Other liabilities		1,740,407			1,493,760

Total liabilities		144,897,827			147,237,892

Commitments and contingencies		-			-

Stockholders' equity

Serial preferred stock, par value $.10, authorized 5,000,000
shares, no shares issued		-			-
Common stock; par value $.10; 20,000,000 shares authorized
and 1,718,473 shares issued		171,847			171,847
Additional paid-in-capital		10,277,027			10,313,756
Treasury stock, at cost; 31,946 shares		(190,398	)		(190,398	)
Unallocated employee stock ownership plan shares		(155,131	)		(232,696	)
Unallocated restricted stock plan shares		(95,721	)		(87,280	)
Deferred compensation obligation		317,919			284,760
Stock purchased for deferred compensation plan		(317,919	)		(284,760	)
Retained earnings - substantially restricted		6,067,707			5,941,578
Accumulated other comprehensive income (loss):
Unrealized gain on securities available for sale, net of tax		929,061			810,577
Defined benefit plan, net of tax		(109,157	)		(97,607	)

Total stockholders' equity		16,895,235			16,629,777

Total liabilities and stockholders' equity	$	161,793,062		$	163,867,669

See accompanying notes to consolidated financial statements.

F-2

ROEBLING FINANCIAL CORP, INC. AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF INCOME

	Year Ended
	September 30,
	2012		2011

Interest income:
Loans receivable	$	5,206,650	$	5,585,487
Securities		1,077,581		1,270,132
Other interest-earning assets		28,510		36,673

Total interest income		6,312,741		6,892,292

Interest expense:
Deposits		1,176,853		1,554,406
Borrowed funds		181,828		206,888

Total interest expense		1,358,681		1,761,294

Net interest income		4,954,060		5,130,998
Provision for (recovery of) loan losses		350,000		(150,000	)

Net interest income after provision for
(recovery of) loan losses		4,604,060		5,280,998

Non-interest income:
Loan fees		79,767		85,453
Account servicing and other		404,887		381,560
Gain on sale of loans		53,490		13,963

Total non-interest income		538,144		480,976

Non-interest expense:
Compensation and benefits		2,346,277		2,333,865
Occupancy and equipment		471,599		491,312
Service bureau and data processing		599,987		528,079
Federal deposit insurance premiums		211,233		270,891
Real estate owned expense, net		345,504		356,465
Other		1,001,738		1,087,403

Total non-interest expense		4,976,338		5,068,015

Income before income tax		165,866		693,959
Income tax		39,737		254,402

Net income	$	126,129	$	439,557

Basic and diluted earnings per common share	$	0.08	$	0.27

Weighted average shares outstanding - basic and diluted		1,663,651		1,654,501

See accompanying notes to consolidated financial statements.

F-3

ROEBLING FINANCIAL CORP, INC. AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

	Year Ended
	September 30,
	2012			2011


Net income	$	126,129		$	439,557

Other comprehensive income (loss):
Unrealized net holding gains (losses) on securities
available for sale, net of tax (benefit) of $78,792
and $(1,523), respectively		118,484			(2,290	)
Adjustment to minimum pension liability, net of tax (benefit)
of $(7,680) and $18,535, respectively		(11,550	)		27,873

Comprehensive income	$	233,063		$	465,140

See accompanying notes to consolidated financial statements.

F-4

ROEBLING FINANCIAL CORP, INC. AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

																	Common					Accumulated
			Additional						Unallocated			Unallocated			Deferred		Stock for					Other
	Common		Paid-in			Treasury			ESOP			RSP			Compensation		Deferred			Retained		Comprehensive
	Stock		Capital			Stock			Shares			Shares			Obilgation		Compensation			Earnings		Income (Loss)			Total

Balance - September 30, 2010	$	171,847	$	10,348,052		$	(190,398	)	$	(310,261	)	$	(93,041	)	$	239,893	$	(239,893	)	$	5,502,021	$	687,387		$	16,115,607

Net income		-		-			-			-			-			-		-			439,557		-			439,557
Amortization of ESOP shares		-		(36,171	)		-			77,565			-			-		-			-		-			41,394
Change in unrealized gain (loss)
on securities available for		-		-			-			-			-			-		-			-		(2,290	)		(2,290	)
sale, net of tax
Deferred compensation plan		-		-			-			-			-			44,867		-			-		-			44,867
Common stock acquired for
deferred compensation
plan		-		-			-			-			-			-		(44,867	)		-		-			(44,867	)
Allocation of RSP shares		-		5,520			-			-			5,761			-		-			-		-			11,281
Tax expense of stock benefit		-		(3,645	)		-			-			-			-		-			-		-			(3,645	)
plans
Adjustment to minimum pension
liability, net of tax		-		-			-			-			-			-		-			-		27,873			27,873

Balance - September 30, 2011		171,847		10,313,756			(190,398	)		(232,696	)		(87,280	)		284,760		(284,760	)		5,941,578		712,970			16,629,777

Net income		-		-			-			-			-			-		-			126,129		-			126,129
Amortization of ESOP shares		-		(44,001	)		-			77,565			-			-		-			-		-			33,564
Change in unrealized gain (loss)
on securities available for
sale, net of tax		-		-			-			-			-			-		-			-		118,484			118,484
Deferred compensation plan		-		-			-			-			-			33,159		-			-		-			33,159
Common stock acquired for
deferred compensation
plan		-		-			-			-			-			-		(33,159	)		-		-			(33,159	)
Allocation of RSP shares		-		9,779			-			-			(8,441	)		-		-			-		-			1,338
Tax expense of stock benefit		-		(2,507	)		-			-			-			-		-			-		-			(2,507	)
plans
Adjustment to minimum pension
liability, net of tax		-		-			-			-			-			-		-			-		(11,550	)		(11,550	)

Balance - September 30, 2012	$	171,847	$	10,277,027		$	(190,398	)	$	(155,131	)	$	(95,721	)	$	317,919	$	(317,919	)	$	6,067,707	$	819,904		$	16,895,235

See accompanying notes to consolidated financial statements.

F-5

ROEBLING FINANCIAL CORP, INC. AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF CASH FLOWS

	Year Ended
	September 30,
	2012			2011

Cash flows from operating activities:
Net income	$	126,129		$	439,557
Adjustments to reconcile net income to
net cash provided by operating activities:
Depreciation		122,184			126,070
Amortization of premiums and discounts, net		59,262			43,794
Amortization of deferred loan fees and costs, net		8,466			19,809
Provision for (recovery of) loan losses		350,000			(150,000	)
Provision for loss on real estate owned		297,154			309,236
Loss on sale of real estate owned		331			819
Origination of loans held for sale, net of repayments		(5,754,250	)		(4,313,438	)
Gain on sale of loans		(53,490	)		(13,963	)
Proceeds from sale of loans held for sale		5,657,715			4,833,001
(Gain) loss on disposition of premises and equipment		(3,700	)		2,097
Decrease in other assets		616,878			111,397
Decrease (increase) in accrued interest receivable		45,243			(11,591	)
Increase in other liabilities		224,910			103,698
Amortization/allocation of ESOP and RSP		34,902			52,675
Increase in deferred compensation stock obligation		33,159			44,867

Net cash provided by operating activities		1,764,893			1,598,028

Cash flows from investing activities:
Purchase of securities available for sale		(19,037,222	)		(25,052,481	)
Proceeds from payments and maturities of
securities available for sale		17,992,129			22,780,182
Proceeds from payments and maturities
of securities held to maturity		20,535			18,052
Proceeds from sale of loans		-			76,800
Loan payments (disbursements), net		2,392,542			851,427
Proceeds from sale of real estate owned		883,326			928,441
(Purchase) redemption of Federal Home Loan Bank Stock		(334,100	)		200,200
Purchase of premises and equipment		(113,170	)		(62,963	)
Proceeds from sale of premises and equipment		3,700			-

Net cash provided by (used in) investing activities		1,807,740			(260,342	)

See accompanying notes to consolidated financial statements.

F-6

ROEBLING FINANCIAL CORP, INC. AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF CASH FLOWS (CONT’D)

	Year Ended
	September 30,
	2012	2011

Cash flows from financing activities:

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