8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D) OF

THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): July 29, 2008

PROVIDENT FINANCIAL SERVICES, INC.

(Exact Name of Registrant as Specified in its Charter)

Delaware	001-31566	42-1547151
(State or Other Jurisdiction of Incorporation)	(Commission File No.)	(I.R.S. Employer Identification No.)

830 Bergen Avenue, Jersey City, New Jersey	07306-4599
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code: (201) 333-1000

Not Applicable

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

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

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

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

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

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

Item 7.01 Regulation FD Disclosure.

Provident Financial Services, Inc. (the “Company”) will make a presentation at the Keefe, Bruyette & Woods Community Bank Investor Conference to be held in New York, New York on Tuesday, July 29, 2008. The presentation reviews the Company’s current and historical financial performance and business strategies. A copy of the slide presentation is attached as Exhibit 99.1 to this report and is being furnished to the SEC and shall not be deemed “filed” for any purpose.

Item 9.01. Financial Statements and Exhibits

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

(b) Pro Forma Financial Information. Not applicable.

(c) Shell Company Transactions. Not applicable.

(d) Exhibits.

Exhibit No.	Description
99.1	Slide presentation.

SIGNATURES

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

	PROVIDENT FINANCIAL SERVICES, INC.
DATE: July 29, 2008	By:	/s/Paul M. Pantozzi
		Paul M. Pantozzi
		Chairman and Chief Executive Officer

EXHIBIT INDEX

Exhibit	Description
99.1	Slide presentation.

EX-99.1

KEEFE, BRUYETTE & WOODS

COMMUNITY BANK INVESTOR

CONFERENCE

JULY 29

TH

, 2008

Exhibit

99.1

Forward Looking Statements

Certain statements contained herein are "forward-looking statements" within the meaning of

Section

27A

of

the

Securities

Act

of

1933

and

Section

21E

of

the

Securities

Exchange

Act

of

1934. Such forward-looking statements may be identified by reference to a future period or

periods, or by the use of forward-looking terminology, such as "may," "will," "believe,"

"expect,"

"estimate,"

"anticipate,"

"continue,"

or

similar

terms

or

variations

on

those

terms,

or the negative of those terms. Forward-looking statements are subject to numerous risks and

uncertainties, including, but not limited to, those related to the economic environment,

particularly in the market areas in which Provident Financial Services, Inc. (the “Company”)

operates, competitive products and pricing, fiscal and monetary policies of the U.S.

Government, changes in government regulations affecting financial institutions, including

regulatory fees and capital requirements, changes in prevailing interest rates, acquisitions

and the integration of acquired businesses, credit risk management, asset-liability

management, the financial and securities markets and the availability of and costs associated

with sources of liquidity.

The Company wishes to caution readers not to place undue reliance on any such forward-

looking statements, which speak only as of the date made. The Company wishes to advise

readers

that

the

factors

listed

above

could

affect

the

Company's

financial

performance

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

opinions or statements expressed with respect to future periods in any current statements.

The Company does not undertake and specifically declines any obligation to publicly release

the result of any revisions which may be made to any forward-looking statements to reflect

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

anticipated or unanticipated events.

Paul M. Pantozzi

Chairman of the Board

&

Chief Executive Officer

•

NYSE Symbol:

PFS

•

Assets (6/30/08):

$6.4 billion

•

Shares Outstanding

(6/30/08)

:

59.7 million

•

Market Capitalization

(7/18/08)

:

$930 million

•

52 Week Price Range

(7/18/08)

:

$11.62-$17.99

•

Institutional Ownership (3/31/08):

59%    

Corporate Profile

•

Primary market area:

North & Central NJ

•

Share of NJ Deposit Market:

–

9

th

overall

–

3

rd

among banks headquartered in

New Jersey

•

Strong demographics:

–

NJ Ranks 1

st

among 50 states in         

2007 median household income

Market Presence

Current Retail Franchise

MORRIS

BERGEN

ESSEX

UNION

SOMERSET

MERCER

MIDDLESEX

MONMOUTH

OCEAN

HUDSON

83

Branches

in 10 

New

Jersey

Counties

•

Three additional de-novo branches

currently under construction

–

Two urban; one suburban

•

Continuous monitoring and management of

branch locations for profitable growth

–

New suburban branch opened Dec. ‘07

–

Underperforming suburban branch sold Feb. ‘08

–

Two closely situated urban branches

consolidated into one July ‘08

Branch Strategy

•

No Subprime loans or CDO’s

•

No preferred or trust preferred equities

•

Solid capital position

–

Well-capitalized

•

All ratios at both holding company and

bank levels exceed regulatory thresholds to

be considered “well-capitalized”

–

Consistent payment of cash dividend

–

No additional capital raise

Of Interest to Investors

Of Interest to Investors

•

Diversified loan portfolio and capabilities

•

Prudent lending standards

•

Excellent in-market reputation and brand

recognition

•

Longevity and experience

•

New Jersey’s oldest bank; established 1839

•

Proven ability to integrate acquisitions

•

First Morris –

$555 mil. –

9 branches –

2Q07

•

First Savings –

$2.2 bil. –

22 branches –

3Q04

•

Maintain consistent loan pipeline

•

Preserve consistent loan-to-deposit ratio

–

Currently 102%

•

Diversify funding sources to expand

margin prudently

•

Focus on core deposit relationships

•

Maintain rational pricing for both deposits

and loans

•

Aggressively manage asset quality

Asset/Liability Strategies

Loan Originations

$87.7

$48.5

$47.9

$57.8

$57.8

$10.4

$97.8

$64.9

$58.2

$59.8

$65.1

$41.2

$167.9

$64.0

$70.0

$40.2

$33.2

$20.8

$114.7

$95.0

$48.3

$41.5

$34.1

$23.2

$117.0

$35.9

$68.5

$45.5

$49.2

$108.2

$0

$100

$200

$300

$400

$500

2Q07

3Q07

4Q07

1Q08

2Q08

COMMERCIAL

CRE

CONSTRUCTION

CONSUMER

RESIDENTIAL

RES. PURCHASE

New Loan Production has remained stable in all categories

($ in millions)

Diversified Loan Portfolio

6/30/08

Consumer

15%

Residential

Mortgage

40%

Construction

5%

C.R.E.

24%

Commercial

16%

6/30/07

Consumer

16%

Residential

Mortgage

41%

Construction

7%

C.R.E.

21%

Commercial

15%

Total Loans: $4.1 billion

Total Loans: $4.3 billion

Continued concentration on

Commercial and C.R.E loans

•

Competition for deposits has remained intense

•

Maintaining

flexibility

to

fund

growth

with

lower-cost

borrowings

Sources of Funds

$4,225

$1,032

$4,274

$886

$4,225

$1,075

$4,235

$1,067

$4,175

$1,141

$0

$500

$1,000

$1,500

$2,000

$2,500

$3,000

$3,500

$4,000

$4,500

2Q07

3Q07

4Q07

1Q08

2Q08

Deposits

Borrowings

($ in millions)

Ongoing Concentration on

Core Deposit Relationships

NIB

SAV

MMA

NOW

TIME

63% of Deposits in

Lower-Cost Core

($ in millions at 6/30/08)

$476.3

$466.5

$665.1

$946.0

$1,532.3

SAVINGS

MMA

NOW

NON-INT DEMAND

TIME DEPOSITS

Asset Quality

$562

$600

$1,041

$3,160

$5,883

$0

$5,000

$10,000

$15,000

$20,000

$25,000

$30,000

$35,000

$40,000

$45,000

2Q07

3Q07

4Q07

1Q08

2Q08

Non-Performing Loans

Foreclosed Assets

Disruption in economic conditions has increased

non-performing assets

($ in thousands)

Credit Risk Management

-$61

$1,200

$473

$1,300

$539

$3,730

$1,200

$1,300

$1,200

$1,500

-$500

$0

$500

$1,000

$1,500

$2,000

$2,500

$3,000

$3,500

$4,000

2Q07

3Q07

4Q07

1Q08

2Q08

Net Charge-Offs

Provision for Loan Losses

Active credit risk identification with loan loss

provisions exceeding net charge-offs

($ in thousands)

Linda A. Niro

Executive Vice President

&

Chief Financial Officer

Financial Highlights

(Dollars in thousands)

INCOME STATEMENT:

6/30/08

3/31/08

Net interest income

$42,569

$39,189

Provision for loan losses

$1,500

$1,300

Non-interest expense

$33,292

$31,952

Net income

$10,353

$10,693

Diluted earnings per share

$0.18

$0.19

Return on assets

0.66%

0.68%

Net interest margin

3.10%

2.87%

Efficiency ratio

67.62%

66.60%

Three months ended

Financial Highlights

(Dollars in thousands)

BALANCE SHEET:

6/30/08

12/31/07

Total assets

$6,384,944

$6,359,391

Total loans

$4,277,202

$4,296,291

Total deposits

$4,174,510

$4,224,820

Total investments

$1,259,776

$1,167,870

Total borrowed funds

$1,141,023

$1,075,104

Total stockholders' equity

$1,009,745

$1,000,794

•

Emphasis on interest-rate spread

management

•

Complement interest income with fee-

based financial services that meet

customer needs

–

Wealth Management

•

$300+ million in assets under management

–

Mutual fund and annuity sales

Income Strategies

Comparative Yield Curve

2.00%

1.48%

1.91%

2.66%

2.97%

3.42%

4.11%

4.66%

4.04%

3.45%

3.07%

3.05%

3.49%

4.25%

3.36%

4.45%

4.70%

4.74%

4.82%

5.09%

5.02%

5.25%

4.71%

4.81%

FF

3 mo

6 mo

2 yr.

3 yr.

5 yr.

10 yr.

30 yr.

Current 7/18/2008

12/31/07

12/31/06

Fed rate reductions have contributed to return

of positively sloped yield curve

Interest Rate Spread

4.40%

4.60%

4.80%

5.00%

5.20%

5.40%

5.60%

5.80%

6.00%

2Q07

3Q07

4Q07

1Q08

2Q08

2.60%

2.80%

3.00%

3.20%

3.40%

3.60%

3.80%

4.00%

Spreads have widened as a result of

lower funding costs

$40.0

$39.3

$38.3

$39.2

$42.6

3.02%

2.97%

2.87%

3.10%

2.84%

2Q07

3Q07

4Q07

1Q08

2Q08

Net Interest Income (in millions)

Net Interest Margin (%)

Net Interest Margin

Balance sheet positioned to benefit from

positive yield curve

$33.3

$32.0

$33.8

$35.7

$34.1

2.15%

2.11%

2.03%

2.30%

2.21%

2Q07

3Q07

4Q07

1Q08

2Q08

Non Interest Expense (in millions)

% of Average Assets

Expense Management

Consistent improvement of overhead to

enhance efficiency

Includes $3.2 million employee

separation costs

Includes $1.0 million employee

separation costs

Includes $0.8 million employee

separation costs

Integrating acquisitions to improve

productivity

Expense Management

$6,280

$6,607

$6,751

$6,873

$6,903

$6,000

$6,200

$6,400

$6,600

$6,800

$7,000

$7,200

2Q07

3Q07

4Q07

1Q08

2Q08

Assets per FTE ($ in millions)

•

Consistent quarterly cash dividend since

becoming a stockholder-owned company

in 2003

•

Dividend increases 2003 -

2007

•

Current dividend yield: 2.82% (as of

7/18/08)

•

Share repurchase activity curtailed in

early 2008 to preserve capital position

–

2.2 million shares remain available for

repurchase under sixth board-authorized plan

Capital Management

•

Our near-term priorities:

–

Remain well-capitalized while maintaining

cash dividend

–

Maintain asset quality via:

•

Prudent loan underwriting standards

•

Ongoing assessment and appropriate

recognition of credit risk

•

Vigorous collection and outreach efforts

–

Continued improvement in net interest

margin

Looking Ahead

•

Longer-term priorities remain:

–

Earnings per share growth via revenue

enhancement and cost containment

–

Profitable franchise expansion

•

Continue to explore acquisition

opportunities that:

–

are accretive to earnings within

proscribed time parameters

–

fit within our strategic plan and

corporate objectives

Looking Ahead