United Financial Bancorp 8-K Regulation FD Disclosure

Holding Company for

Forward Looking Statements

Certain

comments

made

in

the

course

of

this

presentation

by

UBNK

are

forward-looking

in

nature.

These

include

all

statements

about

the

merger

including

anticipated

cost

savings,

UBNK’s

operating

results

or

financial

position

for periods ending or on dates occurring after September 30, 2012 and usually use words such as “expect”, “anticipate”, “believe”, and similar expressions.  These comments represent management’s current beliefs, based upon

information available to it at the time the statements are made with regard to the matters addressed.

All forward looking statements are subject to risks and uncertainties that could cause UBNK’s actual results or financial condition to differ materially from those expressed in or implied by such statements.  Factors of particular

importance to UBNK include, but are not limited to: (1) changes in general economic conditions, including interest rates; (2) competition among providers of financial services; (3) changes in the interest rate environment that

reduce

our

margins

or

reduce

the

fair

value

of

financial

instruments;

(4)

adverse

changes

in

the

securities

markets;

and

(5)

our

ability

to

enter

new

markets

successfully

and

capitalize

on

growth

opportunities.

UBNK

does

not

undertake any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

NASDAQ: UBNK

Sandler O’Neill Investor Meetings

December 10-11, 2012

Exhibit 99.1

Building a Scalable Community Bank Franchise

Transactions Represent Logical Expansion of UBNK’s Franchise

into Attractive Markets

(2009)

UBNK

NEBS

2

(2012)

United Pro Forma

Source: SNL Financial as of 03/31/12

$2.4 billion in combined assets

$1.7 billion in combined loans

$1.8 billion in combined deposits

7 counties with 39 branches

Pro Forma TCE/TA = 11.1%

Completed November 16, 2012

New England Bancshares, Inc. Overview

•

2002

–

Completes MHC conversion

•

2003

–

Acquires Windsor Locks Community Bank, FSL

–

$37MM in assets / $16MM of loans

•

2005

–

Completes second step conversion

•

2007

–

Acquires First Valley Bancorp, Inc.

–

$185MM in assets / $129MM of loans

•

2009

–

Acquires Apple Valley Bank & Trust Company

–

$85MM in assets / $69MM of loans

History

Overview

Financial Summary (as of March 31, 2012) (*)

3

(*)

Reflects unaudited financial information as filed on Form 8-K on 5/8/12.

Source: SNL Financial.

Total Assets (000s)

$726,502

Total Equity (000s)

$73,370

Number of Branches

15

Banking History

Established 1916

Strategic Rationale

4

Strategic Acquisition That Improves Franchise Value

•

Immediate scale and strong footprint in markets with attractive demographic profile

•

Low execution risk given expansion into contiguous market and similar business mix

Improved Scale

•

Approximately $2.4 billion in combined assets

•

Larger capital base provides United the opportunity to compete for larger lending

opportunities

Strong Transaction Fundamentals

•

Greater than 20% earnings accretion in 2013 based on realistic and achievable cost savings and

no revenue enhancements

•

Reasonable tangible book value dilution of approximately 9% projected with acceptable

incremental earn back period (approximately 5.5 years)

Similar Loan Mix

Pro Forma Loan Mix

(in millions)

NEBS Loan Mix as of March  31, 2012

(in millions)

UBNK Loan Mix as of March 31, 2012

(in millions)

Source:  SNL Financial as of 03/31/12.

5

Pro Forma Deposit Mix

(in millions)

NEBS Deposit Mix as of March  31, 2012

(in millions)

UBNK Deposit Mix as of March  31, 2012

(in millions)

6

Strong Deposit Base with Significant Growth Opportunities

Core deposits defined as Non-CDs.

Source:  SNL Financial as of 03/31/12.

Summary of Key Terms

Consideration

0.9575 fixed stock exchange ratio

Form of

Consideration

100% stock (non-taxable merger transaction)

Board Seats

NEBS directors David J. O’Connor and Thomas P. O’Brien 

joined the boards of UBNK and United Bank

7

Summary of Key Assumptions

Cost Savings

•

Pre-tax of $6.0 million or 33% of 2012 fiscal year NEBS

non-interest expense base

•

90% realized in 2013

Revenue

Enhancements

•

None assumed although considerable opportunities in

pro forma market area

Credit Analysis

•

Gross credit mark of $11.0 million or 2.0% of loans

One Time

Merger Related 

Expenses

•

Pre-tax of $10.8 million

8

Summary

9

Logical Market Extension Transaction

Strong Transaction Fundamentals and Attractive Financial Returns

Prudent Deployment of Excess Capital to Increase Franchise Value

Remain Well Capitalized (pro forma TCE ratio of 11.1%)

•

Pro forma entity has significant presence along the I-91 corridor

•

Strategic expansion consistent with UBNK’s business plan

•

Strong earnings accretion

•

Acceptable incremental earn back period with reasonable tangible book value dilution

•

Attractive IRR

•

Strategic transaction that further demonstrates UBNK’s strategy to expand its franchise into

attractive markets

•

Ability and capacity to continue to execute capital deployment strategies

•

Well positioned for organic and strategic growth opportunities

–

Acquisition of CNB Financial in November 2009

–

New

loan

production

offices:

Beverly,

MA

(2011)

and

Glastonbury,

CT

(Q3

2012)

Shift toward Bank-Like Mix for Loans

(1)

(1)

Excludes New England Bank.

10

Asset Quality

11

*As of 9/30/2012, non-performing loans were

1.21% of total loans for the combined

institution on a pro forma basis.

Asset Quality

12

*As of 9/30/2012, the net charge-offs to average loans ratio for

the combined institution was 0.21% on a pro forma basis.

Deposit Mix and Growth

(1)

(1)

Excludes New England Bank.

13

Annual Core Net Income  & Earnings Per Share

6 YR CAGR = EPS 14.4%, Net Income 17.0%

14

(1)

Please refer to the appendix for the reconciliation of GAAP and non-GAAP results.

Dividend History & Share Buybacks*

*

As of 09/30/12

(1)

Please refer to the appendix for the reconciliation of GAAP and non-GAAP results.

Shares Repurchased

2008

2009

2010

2011

YTD 2012

Total

Amount

261,798

1,537,787

798,242

396,209

245,076

3,239,112

$ Value

$ 3,496,920

$ 20,593,752

$ 10,849,879

$   6,042,446

$   3,825,411

$ 44,808,407

Dividend $ Payout

$ 4,436,000

$   4,238,000

$   4,589,000

$   5,067,000

$   4,077,000

$ 22,407,000

15

Financial Performance

2006

2007

2008

(1)

2009

(1)

2010

(1)

2011

Q1 2012

Q2 2012

(1)

Q3 2012

(1)

Earnings Data (in mm except EPS):

Core Net Income

4.9

$    

4.4

$      

8.1

$     

8.6

$      

10.9

$   

11.2

$   

2.8

$     

3.2

$      

3.3

$       

Core Earnings Per Share

$0.29

$0.26

$0.50

$0.57

$0.70

$0.74

$0.19

$0.21

$0.22

Net Interest Income

27.6

$  

29.2

$    

39.8

$   

41.0

$   

52.9

$   

52.8

$   

13.1

$   

13.3

$    

13.6

$     

Provision for Loan Losses

1.0

1.4

1.8

3.0

2.3

3.2

0.7

0.8

1.1

Normalized Non-interest Income

5.4

5.7

6.6

8.7

8.7

9.4

2.6

2.6

2.5

Normalized Non-interest Expenses

24.0

26.0

30.7

33.5

42.7

44.1

11.3

10.9

10.8

Profitability Data and Ratios:

Average Earning Assets (mm)

$926

$1,001

$1,147

$1,208

$1,448

$1,504

$1,526

$1,547

$1,544

Net Interest Margin

2.97%

2.91%

3.47%

3.39%

3.65%

3.51%

3.43%

3.44%

3.51%

Efficiency Ratio

72.95%

74.02%

66.16%

68.49%

69.55%

71.08%

72.44%

69.27%

67.46%

Asset Quality:

Non-performing Assets/Total Assets

0.18%

0.25%

0.46%

1.16%

0.69%

0.65%

0.70%

0.68%

0.61%

Allowance for Loan Losses/ Total Loans   

(excluding purchased loans)

0.95%

0.94%

0.95%

1.07%

1.18%

1.17%

1.15%

1.14%

1.15%

Net Charge-offs/Total Average Loans

0.02%

0.12%

0.15%

0.23%

0.13%

0.19%

0.16%

0.11%

0.09%

Capital:

Tangible Equity/Tangible Assets

13.65%

20.95%

18.03%

14.13%

13.54%

13.53%

13.22%

13.33%

13.21%

Tangible Book Value Per Share

8.03

$  

12.73

$ 

13.01

$ 

12.93

$ 

13.30

$ 

13.90

$ 

14.00

$ 

14.12

$ 

14.31

$   

Dividends Per Share

0.20

$  

0.24

$    

0.27

$   

0.28

$   

0.30

$   

0.34

$   

0.09

$   

0.09

$    

0.10

$     

Period End Stock Price

13.80

$

11.10

$ 

15.14

$ 

13.11

$ 

15.27

$ 

16.09

$ 

15.82

$ 

14.38

$ 

14.47

$   

(1)

Please refer to the appendix for the reconciliation of GAAP and non-GAAP results.

16

Net Interest Margin

17

Efficiency Ratio

(1)

18

(1)

Please

refer

to

the

appendix

for

the

reconciliation

of

GAAP

and

non-GAAP

results.

Total Assets (000’s)

19

*As of 9/30/2012, total assets for the combined institution were

$2,412,703 on a pro forma basis.

Tangible Equity/Tangible Assets

(1)

20

(1)

Please refer to the appendix for the reconciliation of GAAP and non-GAAP results.

*As of 9/30/2012, the tangible equity to tangible assets

ratio for the combined institution was 11.10% on a pro

forma basis.

Appendix

21

Reconciliation of GAAP and Non-GAAP Results

22

March 31

June 30

Sept. 30

($ in thousands)

2006

2007

2008

2009

2010

2011

2012

2012

2012

Non-Interest Income (GAAP)

5,392

5,735

5,220

8,676

8,716

9,343

2,573

2,570

2,511

Other Than Temporary Impairment Charge

-

-

1,377

-

-

-

-

-

202

Adjusted Non-Interest Income (Non-GAAP)

5,392

5,735

6,597

8,676

8,716

9,343

2,573

2,570

2,713

Non-Interest Expense (GAAP)

24,036

26,039

30,690

36,858

43,841

44,062

11,275

11,468

11,192

Acquisition Costs

-

-

-

(2,863)

(1,148)

-

-

(592)

(366)

Special FDIC Insurance Assessment

-

-

-

(538)

-

-

-

-

-

Adjusted Non-Interest Expense (Non-GAAP)

24,036

26,039

30,690

33,458

42,693

44,062

11,275

10,876

10,826

Net Income (GAAP)

4,924

4,377

7,298

5,806

10,032

11,184

2,849

2,582

2,929

Adjustments to GAAP Net Income:

   Other Than Temporary Impairment Charge

-

-

1,377

-

-

-

-

-

202

   Acquisition Costs

-

-

-

2,863

1,148

-

-

592

366

   Special FDIC Assessment

-

-

-

538

-

-

-

-

-

   Income Tax Effect - All Items

-

-

(527)

(556)

(329)

-

-

-

(195)

Adjusted Net Income (Non-GAAP)

4,924

4,377

8,148

8,650

10,851

11,184

2,849

3,174

3,302

Per Share Data:

Diluted earnings per share (GAAP)

0.29

$        

0.26

$        

0.44

$        

0.38

$                

0.65

$                

0.74

$          

0.19

$        

0.17

$        

0.20

$        

Diluted earnings per share (Non-GAAP)

0.29

$        

0.26

$        

0.50

$        

0.57

$                

0.70

$                

0.74

$          

0.19

$        

0.21

$        

0.22

$        

Performance Ratios (annualized):

Return on average assets (GAAP)

0.51%

0.42%

0.62%

0.46%

0.65%

0.70%

0.70%

0.62%

0.71%

Return on average assets (Normalized)

0.51%

0.42%

0.69%

0.68%

0.71%

0.70%

0.70%

0.77%

0.80%

Return on average equity (GAAP)

3.59%

2.99%

3.23%

2.67%

4.49%

4.94%

5.00%

4.53%

5.10%

Return on average equity (Normalized)

3.59%

2.99%

3.60%

3.97%

4.85%

4.94%

5.00%

5.57%

5.75%

Efficiency ratio (GAAP)

72.95%

74.02%

66.16%

75.45%

71.42%

71.08%

72.44%

73.04%

69.74%

Efficiency ratio (Normalized)

72.95%

74.02%

66.16%

68.49%

69.55%

71.08%

72.44%

69.27%

67.46%

At or For the Years Ended December 31,

The following table presents reconciliations of the company's GAAP and Non-GAAP (Normalized) results for the applicable periods.

Reconciliation of GAAP and Non-GAAP Results

23

March 31

June 30

Sept. 30

($ in thousands)

2006

2007

2008

2009

2010

2011

2012

2012

2012

Total Loans (Gross)

762,113

824,695

870,276

1,122,241

1,074,111

1,121,879

1,139,344

1,162,356

1,218,007

CNB Acquired Loans

-

-

-

(242,930)

(209,785)

(148,925)

(136,393)

(126,394)

(118,611)

Purchased Loans (GE Loans)

-

-

-

(22,655)

(21,448)

(19,066)

(18,284)

(6,443)

(6,348)

Total Loans (Non-GAAP)

762,113

824,695

870,276

856,656

842,878

953,888

984,667

1,029,519

1,093,048

Total Equity

137,711

226,120

227,714

225,246

222,576

227,361

227,248

228,129

230,163

Goodwill

-

-

-

(7,844)

(8,192)

(8,192)

(8,192)

(8,192)

(8,192)

Other Intangible Assets

-

-

-

(927)

(976)

(752)

(712)

(741)

(699)

Tangible Equity (Non-GAAP)

137,711

226,120

227,714

216,475

213,408

218,417

218,344

219,196

221,272

Total Assets

1,009,433

1,079,281

1,263,134

1,541,040

1,584,877

1,623,522

1,660,198

1,653,626

1,683,684

Goodwill

-

-

-

(7,844)

(8,192)

(8,192)

(8,192)

(8,192)

(8,192)

Other Intangible Assets

-

-

-

(927)

(976)

(752)

(712)

(741)

(699)

Tangible Assets (Non-GAAP)

1,009,433

1,079,281

1,263,134

1,532,269

1,575,709

1,614,578

1,651,294

1,644,693

1,674,793

Asset Quality:

Allowance for Loan Losses/Total Loans

0.95%

0.94%

0.95%

0.82%

0.93%

0.99%

0.99%

1.01%

1.03%

Allowance for Loan Losses/Total Loans excl. Purchased Loans

0.95%

0.94%

0.95%

1.07%

1.18%

1.17%

1.15%

1.14%

1.15%

Capital:

Total Equity/Total Assets

13.65%

20.95%

18.03%

14.62%

14.04%

14.00%

13.69%

13.80%

13.67%

Tangible Equity/Tangible Assets

13.65%

20.95%

18.03%

14.13%

13.54%

13.53%

13.22%

13.33%

13.21%

Book Value Per Share

8.03

$       

12.73

$      

13.01

$     

13.38

$             

13.82

$             

14.47

$       

14.57

$     

14.70

$     

14.88

$     

Tangible Book Value Per Share

8.03

$       

12.73

$      

13.01

$     

12.93

$             

13.30

$             

13.90

$       

14.00

$     

14.12

$     

14.31

$     

At or For the Years Ended December 31,

The following table presents reconciliations of the company's GAAP and Non-GAAP (Normalized) results for the applicable periods.

FOR QUESTIONS, PLEASE CONTACT:

Dena M. Hall, SVP, Marketing and Investor Relations 

(413) 787-

1292

dhall@bankatunited.com

Mark A. Roberts, Executive Vice President and Chief

Financial Officer

(413) 787-1201

mroberts@bankatunited.com

Thank you.

24