UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 10-Q

(Mark One)



x	Quarterly Report Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934

For the Quarterly Period Ended ~~September~~June 30, ~~2016~~2017



¨	Transition Report Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934

For the transition period from to

Commission File Number 1-11277

VALLEY NATIONAL BANCORP

(Exact name of registrant as specified in its charter)



New Jersey		22-2477875
(State or other jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification Number)

1455 Valley Road Wayne, NJ		07470
(Address of principal executive office)		(Zip code)

973-305-8800

(Registrant’s telephone number, including area code)

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨

Indicate by check mark whether the Registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files.) Yes x No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of ~~“large~~"large accelerated filer,~~” “accelerated filer”~~" "accelerated filer," "smaller reporting company" and ~~“smaller reporting company”~~"emerging growth company" in Rule 12b-2 of the Exchange Act (check one):



Large accelerated filer	x	Accelerated filer	¨	Emerging growth company	¨

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

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the

Exchange Act. ¨

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

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date. Common Stock (no par value), of which ~~254,529,715~~264,029,734 shares were outstanding as of ~~November~~August 3, ~~2016~~2017

TABLE OF CONTENTS



		Page Number
PART I	FINANCIAL INFORMATION

Item 1.	Financial Statements (Unaudited)
	Consolidated Statements of Financial Condition as of ~~September~~June 30, ~~2016~~2017 and December 31, ~~2015~~2016	2
	Consolidated Statements of Income for the Three and ~~Nine~~Six Months Ended ~~September~~June 30, ~~2016~~2017 and ~~2015~~2016	3
	Consolidated Statements of Comprehensive Income for the Three and ~~Nine~~Six Months Ended ~~September~~June 30, ~~2016~~2017 and ~~2015~~2016	4
	Consolidated Statements of Cash Flows for the ~~Nine~~Six Months Ended ~~September~~June 30, ~~2016~~2017 and ~~2015~~2016	5
	Notes to Consolidated Financial Statements	7

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	4547

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	8483

Item 4.	Controls and Procedures	8483

PART II	OTHER INFORMATION

Item 1.	Legal Proceedings	8584

Item 1A.	Risk Factors	8584

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	85

Item 6.	Exhibits	86

SIGNATURES		87

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

VALLEY NATIONAL BANCORP

CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION

(in thousands, except for share data)


	September 30, 2016			December 31, 2015			June 30, 2017			December 31, 2016
Assets	(Unaudited)						(Unaudited)
Cash and due from banks	$	238,664		$	243,575		$	227,830		$	220,791
Interest bearing deposits with banks	160,462			170,225			129,959			171,710
Investment securities:
Held to maturity (fair value of $1,891,982 at September 30, 2016 and $1,621,039 at December 31, 2015)	1,845,151			1,596,385
Held to maturity (fair value of $1,828,732 at June 30, 2017 and $1,924,597 at December 31, 2016)							1,822,263			1,925,572
Available for sale	1,276,709			1,506,861			1,464,054			1,297,373
Total investment securities	3,121,860			3,103,246			3,286,317			3,222,945
Loans held for sale (includes fair value of $27,868 at September 30, 2016 and $16,832 at December 31, 2015 for loans originated for sale)	202,369			16,382
Loans held for sale (includes fair value of $17,919 at June 30, 2017 and $57,708 at December 31, 2016 for loans originated for sale)							139,576			57,708
Loans	16,634,135			16,043,107			17,710,760			17,236,103
Less: Allowance for loan losses	(110,697		)	(106,178		)	(116,446		)	(114,419		)
Net loans	16,523,438			15,936,929			17,594,314			17,121,684
Premises and equipment, net	294,165			298,943			290,001			291,180
Bank owned life insurance	390,600			387,542			393,997			391,830
Accrued interest receivable	63,815			63,554			69,732			66,816
Goodwill	689,589			686,339			690,637			690,637
Other intangible assets, net	44,038			48,882			43,700			45,484
Other assets	639,453			656,999			583,287			583,654
Total Assets	$	22,368,453		$	21,612,616		$	23,449,350		$	22,864,439
Liabilities
Deposits:
Non-interest bearing	$	5,092,740		$	4,914,285		$	5,197,997		$	5,252,825
Interest bearing:
Savings, NOW and money market	8,759,562			8,181,362			8,683,028			9,339,012
Time	3,119,881			3,157,904			3,368,993			3,138,871
Total deposits	16,972,183			16,253,551			17,250,018			17,730,708
Short-term borrowings	1,433,356			1,076,991			1,734,444			1,080,960
Long-term borrowings	1,450,818			1,810,728			1,819,615			1,433,906
Junior subordinated debentures issued to capital trusts	41,536			41,414			41,658			41,577
Accrued expenses and other liabilities	213,487			222,841			179,714			200,132
Total Liabilities	20,111,380			19,405,525			21,025,449			20,487,283
Shareholders’ Equity
Preferred stock (no par value, authorized 30,000,000 shares; issued 4,600,000 shares at September 30, 2016 and December 31, 2015)	111,590			111,590
Common stock (no par value, authorized 332,023,233 shares; issued 254,492,480 shares at September 30, 2016 and 253,787,561 shares at December 31, 2015)	89,007			88,626
Preferred stock (no par value, authorized 50,000,000 shares at June 30, 2017; issued 4,600,000 shares at June 30, 2017 and December 31, 2016)							111,590			111,590
Common stock (no par value, authorized 450,000,000 shares at June 30, 2017; issued 263,990,794 shares at June 30, 2017 and 263,804,877 shares at December 31, 2016)							92,423			92,353
Surplus	1,937,572			1,927,399			2,049,613			2,044,401
Retained earnings	153,531			125,171			207,177			172,754
Accumulated other comprehensive loss	(34,343		)	(45,695		)	(36,679		)	(42,093		)
Treasury stock, at cost (30,574 common shares at September 30, 2016)	(284		)	—
Treasury stock, at cost (19,028 common shares at June 30, 2017 and 166,047 shares at December 31, 2016)							(223		)	(1,849		)
Total Shareholders’ Equity	2,257,073			2,207,091			2,423,901			2,377,156
Total Liabilities and Shareholders’ Equity	$	22,368,453		$	21,612,616		$	23,449,350		$	22,864,439

See accompanying notes to consolidated financial statements.

VALLEY NATIONAL BANCORP

CONSOLIDATED STATEMENTS OF INCOME (Unaudited)

(in thousands, except for share data)


	Three Months Ended September 30,						Nine Months Ended September 30,						Three Months Ended June 30,					Six Months Ended June 30,
	2016			2015			2016			2015			2017		2016			2017			2016
Interest Income
Interest and fees on loans	$	171,143		$	157,141		$	506,640		$	465,787		$	185,860	$	169,426		$	360,874		$	335,497
Interest and dividends on investment securities:
Taxable	14,232			12,148			42,487			39,313			18,928		14,256			36,517			28,255
Tax-exempt	4,023			3,593			11,447			10,800			3,943		3,734			7,974			7,424
Dividends	1,612			1,658			4,408			5,013			2,137		1,316			4,288			2,796
Interest on federal funds sold and other short-term investments	193			150			846			516			279		296			610			653
Total interest income	191,203			174,690			565,828			521,429			211,147		189,028			410,263			374,625
Interest Expense
Interest on deposits:
Savings, NOW and money market	10,165			5,587			29,369			17,493			12,714		9,961			22,897			19,204
Time	9,412			9,535			28,220			25,637			10,166		9,223			19,719			18,808
Interest on short-term borrowings	3,545			126			8,537			427			5,516		3,120			9,417			4,992
Interest on long-term borrowings and junior subordinated debentures	13,935			25,482			45,948			75,649			13,791		15,269			26,741			32,013
Total interest expense	37,057			40,730			112,074			119,206			42,187		37,573			78,774			75,017
Net Interest Income	154,146			133,960			453,754			402,223			168,960		151,455			331,489			299,608
Provision for credit losses	5,840			94			8,069			4,594			3,632		1,429			6,102			2,229
Net Interest Income After Provision for Credit Losses	148,306			133,866			445,685			397,629			165,328		150,026			325,387			297,379
Non-Interest Income
Trust and investment services	2,628			2,450			7,612			7,520			2,800		2,544			5,544			4,984
Insurance commissions	4,580			4,119			14,133			12,454			4,358		4,845			9,419			9,553
Service charges on deposit accounts	5,263			5,241			15,460			15,794			5,342		5,094			10,578			10,197
(Losses) gains on securities transactions, net	(10		)	157			258			2,481
Gains (losses) on securities transactions, net													22		(3		)	(1		)	268
Fees from loan servicing	1,598			1,703			4,753			4,948			1,831		1,561			3,646			3,155
Gains on sales of loans, net	4,823			2,014			9,723			3,034			4,791		3,105			8,919			4,900
Gains (losses) on sales of assets, net	310			(558		)	1,009			(77		)
Bank owned life insurance	1,683			1,806			5,464			5,188			1,701		1,818			4,164			3,781
Change in FDIC loss-share receivable	(313		)	(55		)	(872		)	(3,380		)
Other	4,291			4,042			13,025			11,802			3,845		5,300			7,480			8,874
Total non-interest income	24,853			20,919			70,565			59,764			24,690		24,264			49,749			45,712
Non-Interest Expense
Salary and employee benefits expense	58,107			54,315			174,438			165,601			61,338		56,072			125,054			116,331
Net occupancy and equipment expense	20,658			21,526			65,615			65,858			22,609		22,168			45,644			44,957
FDIC insurance assessment	4,804			4,168			14,998			11,972			4,928		5,095			10,055			10,194
Amortization of other intangible assets	2,675			2,232			8,452			6,721			2,562		2,928			5,098			5,777
Professional and legal fees	4,031			4,643			13,398			12,043			4,302		5,472			8,997			9,367
Amortization of tax credit investments	6,450			5,224			21,360			14,231			7,732		7,646			13,056			14,910
Telecommunication expense	2,459			2,050			7,139			6,101			2,707		2,294			5,366			4,680
Other	14,084			14,494			45,896			41,655			13,061		18,128			26,921			31,812
Total non-interest expense	113,268			108,652			351,296			324,182			119,239		119,803			240,191			238,028
Income Before Income Taxes	59,891			46,133			164,954			133,211			70,779		54,487			134,945			105,063
Income tax expense	17,049			10,179			46,898			34,925			20,714		15,460			38,785			29,849
Net Income	$	42,842		$	35,954		$	118,056		$	98,286		$	50,065	$	39,027		$	96,160		$	75,214
Dividends on preferred stock	1,797			2,017			5,391			2,017			1,797		1,797			3,594			3,594
Net Income Available to Common Shareholders	$	41,045		$	33,937		$	112,665		$	96,269		$	48,268	$	37,230		$	92,566		$	71,620
Earnings Per Common Share:
Basic	$	0.16		$	0.15		$	0.44		$	0.41		$	0.18	$	0.15		$	0.35		$	0.28
Diluted	0.16			0.15			0.44			0.41			0.18		0.15			0.35			0.28
Cash Dividends Declared per Common Share	0.11			0.11			0.33			0.33			0.11		0.11			0.22			0.22
Weighted Average Number of Common Shares Outstanding:	Weighted Average Number of Common Shares Outstanding:												Weighted Average Number of Common Shares Outstanding:
Basic	254,473,994			232,737,953			254,310,769			232,548,840			263,958,292		254,381,170			263,878,103			254,228,260
Diluted	254,940,307			232,780,219			254,698,593			232,565,695			264,778,242		254,771,213			264,662,863			254,575,873

See accompanying notes to consolidated financial statements.

VALLEY NATIONAL BANCORP

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Unaudited)

(in thousands)


	Three Months Ended September 30,						Nine Months Ended September 30,						Three Months Ended June 30,						Six Months Ended June 30,
	2016			2015			2016			2015			2017			2016			2017			2016
Net income	$	42,842		$	35,954		$	118,056		$	98,286		$	50,065		$	39,027		$	96,160		$	75,214
Other comprehensive income (loss), net of tax:
Other comprehensive income, net of tax:
Unrealized gains and losses on available for sale securities
Net gains arising during the period	4,902			4,586			12,550			2,677
Less reclassification adjustment for net losses (gains) included in net income	6			(91		)	(162		)	(1,445		)
Net gains (losses) arising during the period													1,896			(635		)	3,203			7,648
Less reclassification adjustment for net (gains) losses included in net income													(13		)	2			—			(168		)
Total	4,908			4,495			12,388			1,232			1,883			(633		)	3,203			7,480
Non-credit impairment losses on available for sale securities
Net change in non-credit impairment losses on securities	(74		)	252			168			(200		)	21			301			134			242
Less reclassification adjustment for accretion of credit impairment losses included in net income	(50		)	(267		)	(336		)	(371		)	(39		)	—			(126		)	(286		)
Total	(124		)	(15		)	(168		)	(571		)	(18		)	301			8			(44		)
Unrealized gains and losses on derivatives (cash flow hedges)
Net gains (losses) on derivatives arising during the period	1,735			(6,163		)	(6,939		)	(10,291		)
Net losses on derivatives arising during the period													(873		)	(2,122		)	(746		)	(8,674		)
Less reclassification adjustment for net losses included in net income	2,095			772			5,943			2,714			1,356			2,107			2,831			3,848
Total	3,830			(5,391		)	(996		)	(7,577		)	483			(15		)	2,085			(4,826		)
Defined benefit pension plan
Amortization of net loss	42			119			128			359			59			43			118			86
Total other comprehensive income (loss)	8,656			(792		)	11,352			(6,557		)
Total other comprehensive income													2,407			(304		)	5,414			2,696
Total comprehensive income	$	51,498		$	35,162		$	129,408		$	91,729		$	52,472		$	38,723		$	101,574		$	77,910

See accompanying notes to consolidated financial statements.

VALLEY NATIONAL BANCORP

CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)

(in thousands)


	Nine Months Ended September 30,						Six Months Ended June 30,
	2016			2015			2017			2016
Cash flows from operating activities:
Net income	$	118,056		$	98,286		$	96,160		$	75,214
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	18,593			15,213			12,549			12,440
Stock-based compensation	7,382			6,512			6,872			5,184
Provision for credit losses	8,069			4,594			6,102			2,229
Net amortization of premiums and accretion of discounts on securities and borrowings	14,152			17,595			11,366			7,047
Amortization of other intangible assets	8,452			6,721			5,098			5,777
Gains on securities transactions, net	(258		)	(2,481		)
Losses (gains) on securities transactions, net							1			(268		)
Proceeds from sales of loans held for sale	337,069			94,342			303,268			185,577
Gains on sales of loans, net	(9,723		)	(3,034		)	(8,919		)	(4,900		)
Originations of loans held for sale	(342,989		)	(86,274		)	(154,475		)	(171,123		)
(Gains) losses on sales of assets, net	(1,009		)	77
FDIC loss-share receivable (excluding reimbursements)	872			3,380
Losses (gains) on sales of assets, net							453			(699		)
Net change in:
Trading securities	—			14,233
Fair value of borrowings hedged by derivative transactions	6,646			3,270			—			6,779
Cash surrender value of bank owned life insurance	(5,464		)	(5,188		)	(4,164		)	(3,781		)
Accrued interest receivable	(261		)	(199		)	(2,916		)	(1,639		)
Other assets	(2,170		)	(33,555		)	(1,521		)	(17,932		)
Accrued expenses and other liabilities	(9,888		)	12,490			(20,709		)	(743		)
Net cash provided by operating activities	147,529			145,982			249,165			99,162
Cash flows from investing activities:
Net loan originations	(182,893		)	(486,862		)
Loans purchased	(593,769		)	(1,066,934		)
Net loan originations and purchases							(707,654		)	(459,154		)
Investment securities held to maturity:
Purchases	(502,833		)	(201,681		)	(60,230		)	(309,507		)
Sales	—			11,666
Maturities, calls and principal repayments	243,764			321,771			157,351			134,389
Investment securities available for sale:
Purchases	(557,978		)	(38,819		)	(252,770		)	(432,530		)
Sales	2,081			14,022			—			2,081
Maturities, calls and principal repayments	800,967			115,397			87,188			760,312
Death benefit proceeds from bank owned life insurance	2,406			—			1,998			—
Proceeds from sales of real estate property and equipment	18,243			10,510			6,822			9,146
Purchases of real estate property and equipment	(17,155		)	(23,139		)	(12,976		)	(15,353		)
Reimbursements from the FDIC	269			2,835
Net cash used in investing activities	(786,898		)	(1,341,234		)	(780,271		)	(310,616		)
Cash flows from financing activities:
Net change in deposits	718,632			465,747			(480,690		)	102,507
Net change in short-term borrowings	356,365			156,160			653,484			334,853
Proceeds from issuance of long-term borrowings, net	385,000			98,930			560,000			—
Repayments of long-term borrowings	(749,000		)	(100,000		)	(175,000		)	(269,000		)
Proceeds from issuance of preferred stock, net	—			111,590
Cash dividends paid to preferred shareholders	(5,391		)	(2,017		)	(3,594		)	(3,594		)
Cash dividends paid to common shareholders	(83,821		)	(76,671		)	(58,000		)	(55,857		)
Purchase of common shares to treasury	(1,700		)	(2,108		)	(2,183		)	(1,615		)
Common stock issued, net	4,610			4,993			2,377			3,491
Net cash provided by financing activities	624,695			656,624			496,394			110,785
Net change in cash and cash equivalents	(14,674		)	(538,628		)	(34,712		)	(100,669		)
Cash and cash equivalents at beginning of year	413,800			830,407			392,501			413,800
Cash and cash equivalents at end of period	$	399,126		$	291,779		$	357,789		$	313,131

VALLEY NATIONAL BANCORP CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued) (in thousands)	VALLEY NATIONAL BANCORP CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued) (in thousands)				VALLEY NATIONAL BANCORP CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued) (in thousands)

	Nine Months Ended September 30,				Six Months Ended June 30,
	2016		2015		2017		2016
Supplemental disclosures of cash flow information:
Cash payments for:
Interest on deposits and borrowings	$	115,253	$	121,907	$	100,380	$	76,693
Federal and state income taxes	24,464		49,932		7,683		12,964
Supplemental schedule of non-cash investing activities:
Transfer of loans to other real estate owned	$	7,611	$	8,711	$	5,865	$	2,899
Transfer of loans to loans held for sale	174,501		—		225,541		—

See accompanying notes to consolidated financial statements.

VALLEY NATIONAL BANCORP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Note 1. Basis of Presentation

The unaudited consolidated financial statements of Valley National Bancorp, a New Jersey corporation ~~(Valley)~~("Valley"), include the accounts of its commercial bank subsidiary, Valley National Bank (the “Bank”), and all of Valley’s direct or indirect wholly-owned subsidiaries. All inter-company transactions and balances have been eliminated. The accounting and reporting policies of Valley conform to U.S. generally accepted accounting principles (U.S. GAAP) and general practices within the financial services industry. In accordance with applicable accounting standards, Valley does not consolidate statutory trusts established for the sole purpose of issuing trust preferred securities and related trust common securities.

In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly Valley’s financial position, results of operations and cash flows at ~~September~~June 30, ~~2016~~2017 and for all periods presented have been made. The results of operations for the three and ~~nine~~six months ended ~~September~~June 30, ~~2016~~2017 are not necessarily indicative of the results to be expected for the entire fiscal year.

In preparing the unaudited consolidated financial statements in conformity with U.S. GAAP, management has made estimates and assumptions that affect the reported amounts of assets and liabilities as of the date of the consolidated statements of financial condition and results of operations for the periods indicated. Material estimates that are particularly susceptible to change are: the allowance for loan losses; the evaluation of goodwill and other intangible assets, and investment securities for impairment; fair value measurements of assets and liabilities; and income taxes. Estimates and assumptions are reviewed periodically and the effects of revisions are reflected in the consolidated financial statements in the period they are deemed necessary. While management uses its best judgment, actual amounts or results could differ significantly from those estimates. The current economic environment has increased the degree of uncertainty inherent in these material estimates.

Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP and industry practice have been condensed or omitted pursuant to rules and regulations of the SEC. These financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in Valley’s Annual Report on Form 10-K for the year ended December 31, ~~2015.~~

In August 2016, we elected to prepay $405 million of FHLB borrowings with various maturity dates in 2018. The prepaid borrowings with a total average cost of 3.69 percent were funded with a new fixed-rate five-year FHLB advance totaling $405 million. The transaction was accounted for as a debt modification under U.S. GAAP. As a result, the new advance has an adjusted annual interest rate of 2.51 percent, after amortization of prepayment penalties totaling $20 million paid to the FHLB.

~~Note 2. Business Combinations~~

On January 4, 2016, Masters Coverage Corp., an all-line insurance agency that is a wholly-owned subsidiary of the Bank, acquired certain assets of an independent insurance agency located in New York. The purchase price totaled approximately $1.4 million in cash and future cash consideration. The transaction generated goodwill and other intangible assets totaling $701 thousand and $660 thousand, respectively.

2016.

On ~~December 1, 2015, Valley completed its acquisition~~April 27, 2017, Valley's shareholders approved an amendment to Valley's Restated Certificate of CNLBancshares, Inc. (CNL) and its wholly-owned subsidiary, CNLBank, headquartered in Orlando, Florida, a commercial bank with approximately $1.6 billion in assets, $825 million in loans, and $1.2 billion in deposits and 16 branch offices onIncorporation to increase the ~~date~~authorized shares of ~~its acquisition by Valley. The common shareholders of CNL received 0.705 of a share of Valley~~ common stock ~~for each CNL share they owned prior~~and preferred stock to ~~the merger. The total consideration for the acquisition was approximately $230 million, consisting of 20.6 million~~450,000,000 shares ~~of Valley's common stock.~~

and 50,000,000 shares, respectively.

During the first quarter of 2016, Valley revised the estimated fair values of the acquired assets as of the acquisition date as the result of additional information obtained. The adjustments mostly related to the fair value of certain purchased credit-impaired (PCI) loans, core deposit intangibles and time deposits which, on a combined basis, resulted in a $2.5 million increase in goodwill (see Note 10 for amount of goodwill as allocated to Valley's business segments). If additional information (that existed at the date of close) becomes available, the fair value estimates for acquired assets and assumed liabilities are subject to change for up to one year after the closing date of the CNL acquisition.

Note 3.2. Earnings Per Common Share

The following table shows the calculation of both basic and diluted earnings per common share for the three and ~~nine~~six months ended ~~September~~June 30, ~~2016~~2017 and ~~2015.~~2016.


	Three Months Ended September 30,				Nine Months Ended September 30,				Three Months Ended June 30,				Six Months Ended June 30,
	2016		2015		2016		2015		2017		2016		2017		2016
	(in thousands, except for share data)								(in thousands, except for share data)
Net income available to common shareholders	$	41,045	$	33,937	$	112,665	$	96,269	$	48,268	$	37,230	$	92,566	$	71,620
Basic weighted average number of common shares outstanding	254,473,994		232,737,953		254,310,769		232,548,840		263,958,292		254,381,170		263,878,103		254,228,260
Plus: Common stock equivalents	466,313		42,266		387,824		16,855		819,950		390,043		784,760		347,613
Diluted weighted average number of common shares outstanding	254,940,307		232,780,219		254,698,593		232,565,695		264,778,242		254,771,213		264,662,863		254,575,873
Earnings per common share:
Basic	$	0.16	$	0.15	$	0.44	$	0.41	$	0.18	$	0.15	$	0.35	$	0.28
Diluted	0.16		0.15		0.44		0.41		0.18		0.15		0.35		0.28

Common stock equivalents represent the dilutive effect of additional common shares issuable upon the assumed vesting or exercise, if applicable, of performance-based restricted stock units, common stock options and warrants to purchase Valley’s common shares. Common stock options and warrants with exercise prices that exceed the average market price of Valley’s common stock during the periods presented have an anti-dilutive effect on the diluted earnings per common share calculation and therefore are excluded from the diluted earnings per share calculation. Anti-dilutive common stock options and warrants equaled approximately ~~4.6 million~~ ~~shares for both the three and nine months ended September 30, 2016 and 5.0~~3.3 million shares for both the three and ~~nine~~six months ended ~~September~~June 30, ~~2015.~~2017 and 4.6 millionsharesfor both the three and six months ended June 30, 2016, respectively.

Note 4.3. Accumulated Other Comprehensive Loss

The following table presents the after-tax changes in the balances of each component of accumulated other comprehensive loss for the three and ~~nine~~six months ended ~~September~~June 30, ~~2016.~~2017.

Components of Accumulated Other Comprehensive Loss
Total
Accumulated
Other
Comprehensive
Loss

Unrealized Gains
and Losses on
Available for Sale
(AFS) Securities

Non-credit
Impairment
Losses on
AFS Securities

Unrealized Gains
and (Losses) on
Derivatives

Defined
Benefit
Pension Plan

(in thousands)
Balance at June 30, 2016 $ 2,144
$ (564 ) $ (22,470 ) $ (22,109 ) $ (42,999 )
Other comprehensive income (loss) before reclassifications 4,902
(74 ) 1,735
—
6,563
Amounts reclassified from other comprehensive income (loss) 6
(50 ) 2,095
42
2,093
Other comprehensive income (loss), net 4,908
(124 ) 3,830
42
8,656
Balance at September 30, 2016 $ 7,052
$ (688 ) $ (18,640 ) $ (22,067 ) $ (34,343 )

Components of Accumulated Other Comprehensive Loss
Total
Accumulated
Other
Comprehensive
Loss

Unrealized Gains
and Losses on
Available for Sale
(AFS) Securities

Non-credit
Impairment
Losses on
AFS Securities

Unrealized Gains
and (Losses) on
Derivatives

Defined
Benefit
Pension Plan

(in thousands)
Balance at December 31, 2015 $ (5,336 ) $ (520 ) $ (17,644 ) $ (22,195 ) $ (45,695 )
Other comprehensive income (loss) before reclassifications 12,550
168
(6,939 ) —
5,779
Amounts reclassified from other comprehensive income (loss) (162 ) (336 ) 5,943
128
5,573
Other comprehensive income (loss), net 12,388
(168 ) (996 ) 128
11,352
Balance at September 30, 2016 $ 7,052
$ (688 ) $ (18,640 ) $ (22,067 ) $ (34,343 )



	Components of Accumulated Other Comprehensive Loss												Total Accumulated Other Comprehensive Loss
	Unrealized Gains and Losses on Available for Sale (AFS) Securities			Non-credit Impairment Losses on AFS Securities			Unrealized Gains and (Losses) on Derivatives			Defined Benefit Pension Plan			Total Accumulated Other Comprehensive Loss
	(in thousands)
Balance at March 31, 2017	$	(8,774	)	$	(616	)	$	(10,862	)	$	(18,834	)	$	(39,086	)
Other comprehensive income before reclassifications	1,896			21			(873		)	—			1,044
Amounts reclassified from other comprehensive income	(13		)	(39		)	1,356			59			1,363
Other comprehensive income, net	1,883			(18		)	483			59			2,407
Balance at June 30, 2017	$	(6,891	)	$	(634	)	$	(10,379	)	$	(18,775	)	$	(36,679	)



	Components of Accumulated Other Comprehensive Loss												Total Accumulated Other Comprehensive Loss
	Unrealized Gains and Losses on Available for Sale (AFS) Securities			Non-credit Impairment Losses on AFS Securities			Unrealized Gains and (Losses) on Derivatives			Defined Benefit Pension Plan			Total Accumulated Other Comprehensive Loss
	(in thousands)
Balance at December 31, 2016	$	(10,094	)	$	(642	)	$	(12,464	)	$	(18,893	)	$	(42,093	)
Other comprehensive income before reclassifications	3,203			134			(746		)	—			2,591
Amounts reclassified from other comprehensive income	—			(126		)	2,831			118			2,823
Other comprehensive income, net	3,203			8			2,085			118			5,414
Balance at June 30, 2017	$	(6,891	)	$	(634	)	$	(10,379	)	$	(18,775	)	$	(36,679	)

The following table presents amounts reclassified from each component of accumulated other comprehensive loss on a gross and net of tax basis for the three and ~~nine~~six months ended ~~September~~June 30, ~~2016~~2017 and ~~2015.~~2016.


	Amounts Reclassified from Accumulated Other Comprehensive Loss													Amounts Reclassified from Accumulated Other Comprehensive Loss
	Three Months Ended September 30,						Nine Months Ended September 30,							Three Months Ended June 30,						Six Months Ended June 30,
Components of Accumulated Other Comprehensive Loss	2016			2015			2016			2015			Income Statement Line Item	2017			2016			2017			2016			Income Statement Line Item
	(in thousands)													(in thousands)
Unrealized gains (losses) on AFS securities before tax	$	(10	)	$	157		$	258		$	2,481		(Losses) gains on securities transactions, net	22			$	(3	)	(1		)	268			Gains (losses) on securities transactions, net
Tax effect	4			(66		)	(96		)	(1,036		)		(9		)	1			1			(100		)
Total net of tax	(6		)	91			162			1,445				13			(2		)	—			168
Non-credit impairment losses on AFS securities before tax:
Accretion of credit loss impairment due to an increase in expected cash flows	87			458			576			636			Interest and dividends on investment securities (taxable)	67			—			215			489			Interest and dividends on investment securities (taxable)
Tax effect	(37		)	(191		)	(240		)	(265		)		(28		)	—			(89		)	(203		)
Total net of tax	50			267			336			371				39			—			126			286
Unrealized losses on derivatives (cash flow hedges) before tax	(3,578		)	(1,323		)	(10,146		)	(4,651		)	Interest expense	(2,314		)	(3,597		)	(4,832		)	(6,568		)	Interest expense
Tax effect	1,483			551			4,203			1,937				958			1,490			2,001			2,720
Total net of tax	(2,095		)	(772		)	(5,943		)	(2,714		)		(1,356		)	(2,107		)	(2,831		)	(3,848		)
Defined benefit pension plan:
Amortization of net loss	(71		)	(205		)	(215		)	(616		)	*	(101		)	(72		)	(202		)	(144		)	*
Tax effect	29			86			87			257				42			29			84			58
Total net of tax	(42		)	(119		)	(128		)	(359		)		(59		)	(43		)	(118		)	(86		)
Total reclassifications, net of tax	$	(2,093	)	$	(533	)	$	(5,573	)	$	(1,257	)		$	(1,363	)	$	(2,152	)	$	(2,823	)	$	(3,480	)



*	Amortization of net loss is included in the computation of net periodic pension cost.

109

Note 5.4. New Authoritative Accounting Guidance

Accounting Standards Update (ASU) No. 2017-08, "Receivables—Nonrefundable Fees and Other Costs (Subtopic 310-20) Premium Amortization on Purchased Callable Debt Securities" shortens the amortization period for certain callable debt securities held at a premium. ASU No. 2017-08 requires the premium to be amortized to the earliest call date. The accounting for securities held at a discount does not change and the discount continues to be amortized as an adjustment to yield over the contractual life (to maturity) of the instrument. ASU No. 2017-08

is effective for Valley for the annual and interim reporting periods beginning January 1, 2018 with early adoption permitted, and is to be applied retrospectively. ASU No. 2017-08 is not expected to have a significant impact on Valley's consolidated financial statements.

ASU No. 2017-07, "Compensation—Retirement Benefits (Topic 715): Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost" requires service cost to be reported in the same financial statement line item(s) as other current employee compensation costs. All other components of expense must be presented separately from service cost, and outside any subtotal of income from operations. Only the service cost component of expense is eligible to be capitalized. ASU No. 2017-07 is effective for Valley for its annual and interim reporting periods beginning January1, 2018 with early adoption permitted. ASU No. 2017-07 is not expected to have a significant impact on the presentation on Valley's consolidated financial statements.

ASU No. 2017-04, "Intangibles—Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment" eliminates the requirement to calculate the implied fair value of goodwill (i.e., Step 2 of the current goodwill impairment test guidance) to measure a goodwill impairment charge. Instead, an entity will be required to record an impairment charge based on the excess of a reporting unit’s carrying amount over its fair value (i.e., measure the charge based on Step 1 of the current guidance). In addition, ASU No. 2017-04 eliminates the requirements for any reporting unit with a zero or negative carrying amount to perform a qualitative assessment and, if it fails that qualitative test, to perform Step 2 of the goodwill impairment test. However, an entity will be required to disclose the amount of goodwill allocated to each reporting unit with a zero or negative carrying amount of net assets. An entity still has the option to perform the qualitative assessment for a reporting unit to determine if the quantitative impairment test is necessary. ASU No. 2017-04 is effective for Valley for its annual or any interim goodwill impairment tests in fiscal years beginning January 1, 2020 and is not expected to have a significant impact on the presentation of Valley's consolidated financial statements. Early adoption is permitted for annual and interim goodwill impairment testing dates after January 1, 2017.

ASU No. 2016-15, "Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments" clarifies on how certain cash receipts and cash payments should be classified and presented in the statement of cash flow. The ASU No. 2016-15 includes guidance on eight specific cash flow ~~classification issues.~~issues with the objective of reducing the existing diversity in practice in how certain cash receipts and cash payments are presented and classified in the statement of cash flows. ASU No. 2016-15 is effective for ~~fiscal years~~Valley for annual and interim reporting periods beginning ~~after December 15, 2017~~January 1, 2018 and it should be applied using a retrospective transition method to each period presented. ASU No. 2016-15 is not expected to have a significant impact on the presentation of Valley's consolidated ~~financial statements.~~statements of cash flows.

ASU No. 2016-13, "Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments" amends the accounting guidance on the impairment of financial instruments. The ASU No. 2016-13 adds to U.S. GAAP an impairment model (known as the current expected credit loss (CECL) model) that is based on expected losses rather than incurred losses. Under the new guidance, an entity is required to measure all expected credit losses for financial assets held at the reporting date based on historical experience, current conditions, and reasonable and supportable forecasts. ASU No. 2016-13 is effective for Valley for reporting periods beginning January 1, 2020. Management is currently evaluating the impact of the ASU ~~No. 2016-13~~ on Valley’s consolidated financial statements. Valley expects that the new guidance will result in an increase in its allowance for credit losses due to several factors, including: (i) the allowance related to Valley loans will increase to include credit losses over the full remaining expected life of the portfolio, and will consider expected future changes in macroeconomic conditions, (ii) the nonaccretable difference (as defined in Note 7) on PCI loans will be recognized as an allowance,

offset by an increase in the carrying value of the related loans, and (iii) an allowance will be established for estimated credit losses on investment securities classified as held to maturity. The extent of the increase is under evaluation, but will depend upon the nature and characteristics of the Valley's loan and investment portfolios at the adoption date, and the economic conditions and forecasts at that date.

ASU No. 2016-09, "Compensation - Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting" simplifies several aspects of the stock compensation guidance in Topic 718 and other related guidance. The amendments focus on income tax accounting upon vesting or exercise of share-based payments, award classification, liability classification exception for statutory tax withholding requirements, ~~estimating~~recognition methods for forfeitures within stock compensation expense, and the cash flow presentation. Amendments related to the presentation of employee taxes paid on the statement of cash flows when an employer withholds shares to meet the minimum statutory withholding requirement should be applied retrospectively. Amendments requiring recognition of excess tax benefits and tax deficiencies in the income statement and the practical expedient for estimating expected term should be applied prospectively. ASU No. 2016-09 isbecame effective for ~~annual~~Valley for reporting periods ~~beginning~~ after ~~December 15,~~January 1, 2017 and ~~interim periods within annual periods beginning after December 15, 2018 with an early adoption permitted. ASU No. 2016-09 is~~did not ~~expected to~~ have a significant impact on Valley's consolidated financial statements. At adoption, Valley elected to apply the amendments related to the presentation of excess tax benefits on the statement of cash flows using the prospective transition method. Valley also elected to continue to estimate the forfeitures of stock awards as a component of total stock compensation expense based on the number of awards that are expected to vest.

ASU No. 2016-02, “Leases (Topic 842)” requires the recognition of a right of use asset and related lease liability by lessees for leases classified as operating leases under current GAAP. Topic 842, which replaces the current guidance under Topic 840, retains a distinction between finance leases and operating leases. The recognition, measurement, and presentation of expenses and cash flows arising from a lease by a lessee also will not significantly change from current GAAP. For leases with a term of 12 months or less, a lessee is permitted to make an accounting policy election by class of underlying asset not to recognize right of use assets and lease liabilities. Topic 842 will be effective for Valley for reporting periods beginning January 1, 2019, with an early adoption permitted. Valley must apply a modified retrospective transition approach for the applicable leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements. The modified retrospective approach would not require any transition accounting for leases that expired before the earliest comparative period presented. Management is currently evaluating the impact of Topic 842 on Valley’s consolidated financial ~~statements.~~statements by reviewing its existing lease contracts and service contracts that may include embedded leases. Valley expects a gross-up of its consolidated statements of financial condition as a result of recognizing lease liabilities and right of use assets; the extent of such gross-up is under evaluation. Valley does not expect material changes to the recognition of operating lease expense in its consolidated statements of income.

ASU No. 2016-01, “Financial Instruments - Overall (Subtopic 825-10) - Recognition and Measurement of Financial Assets and Financial Liabilities” requires that: (i) equity investments with readily determinable fair values must be measured at fair value with changes in fair value recognized in net income, ~~(2)~~(ii) equity investments without readily determinable fair values must be measured at either fair value or at cost adjusted for changes in observable prices minus ~~impairment. Changes~~impairment with changes in value under either of these methods ~~would be~~ recognized in net income, ~~(3)~~(iii) entities that record financial liabilities at fair value due to a fair value option election must recognize changes in fair value in other comprehensive income if it is related to instrument-specific credit risk, and ~~(4)~~(iv) entities must assess whether a valuation allowance is required for deferred tax assets related to available-for-sale debt securities. ASU No. 2016-01 is effective for Valley for reporting periods beginning January 1, 2018 and is not expected to have a material effect on Valley’s consolidated financial statements.

ASU No. 2015-07, "Fair Value Measurement (Topic 820) - Disclosure for Investments in Certain Entities That Calculate Net Asset Value per Share (or Its Equivalent)", which removes the requirement to categorize within the fair value hierarchy all investments for which the fair value is measured using the net asset value per share practical

expedient. ASU No. 2015-07 also removes the requirement to make certain disclosures for all investments that are eligible to be measured at fair value using the net asset value per share practical expedient. ASU No. 2015-07 began effective for Valley for reporting periods after January 1, 2016 and did not have an impact on Valley's fair value measurement disclosures at Note 6.

ASU No. 2014-09, “Revenue from Contracts with Customers (Topic 606)" implements a common revenue standard that clarifies the principles for recognizing revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. In 2016, the Financial Accounting Standards Board issued ASU No. 2016-08, “Revenue from Contracts with Customers (Topic 606) - Principal versus Agent Considerations (Reporting Revenue Gross versus Net)” and ASU No. 2016-10, “Revenue from Contracts with Customers (Topic 606) - Identifying Performance Obligations

and Licensing,” to further clarify the new guidance under Topic 606. ASU No. 2014-09 and its aforementioned amendments are effective on January 1, 2018. ~~Management~~While Valley has not identified any material changes in the timing of revenue recognition under the new guidance, its review is ~~currently evaluating~~ongoing. However, Valley does not expect the new revenue guidance ~~but does not expect it~~ to have a significant impact on ~~Valley’s~~its consolidated financial statements.

Note 6.5. Fair Value Measurement of Assets and Liabilities

Accounting Standards Codification (ASC) Topic 820, “Fair Value Measurements and Disclosures,” establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy are described below:



	Level 1	Unadjusted exchange quoted prices in active markets for identical assets or liabilities, or identical liabilities traded as assets that the reporting entity has the ability to access at the measurement date.



	Level 2	Quoted prices in markets that are not active, or inputs that are observable either directly or indirectly (i.e., quoted prices on similar assets), for substantially the full term of the asset or liability.



	Level 3	Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (i.e., supported by little or no market activity).

Assets and Liabilities Measured at Fair Value on a Recurring and ~~Non-recurring~~Non-Recurring Basis

The following tables present the assets and liabilities that are measured at fair value on a recurring and nonrecurring basis by level within the fair value hierarchy as reported on the consolidated statements of financial condition at ~~September~~June 30, ~~2016~~2017 and December 31, ~~2015.~~2016. The assets presented under “nonrecurring fair value measurements” in the table below are not measured at fair value on an ongoing basis but are subject to fair value adjustments under certain circumstances (e.g., when an impairment loss is recognized).


	September 30, 2016		Fair Value Measurements at Reporting Date Using:						June 30, 2017		Fair Value Measurements at Reporting Date Using:
	September 30, 2016		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		June 30, 2017		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
	(in thousands)								(in thousands)
Recurring fair value measurements:
Assets
Investment securities:
Available for sale:
U.S. Treasury securities	$	51,791	$	51,791	$	—	$	—	$	50,097	$	50,097	$	—	$	—
U.S. government agency securities	24,097		—		24,097		—		46,368		—		46,368		—
Obligations of states and political subdivisions	125,290		—		125,290		—		119,194		—		119,194		—
Residential mortgage-backed securities	966,638		—		956,266		10,372		1,163,720		—		1,154,868		8,852
Trust preferred securities	8,156		—		6,131		2,025		6,219		—		4,341		1,878
Corporate and other debt securities	80,567		17,579		62,988		—		67,674		7,956		59,718		—
Equity securities	20,170		536		19,634		—		10,782		920		9,862		—
Total available for sale	1,276,709		69,906		1,194,406		12,397		1,464,054		58,973		1,394,351		10,730
Loans held for sale ⁽¹⁾	27,868		—		27,868		—		17,919		—		17,919		—
Other assets ⁽²⁾	46,019		—		46,019		—		26,764		—		26,764		—
Total assets	$	1,350,596	$	69,906	$	1,268,293	$	12,397	$	1,508,737	$	58,973	$	1,439,034	$	10,730
Liabilities
Other liabilities ⁽²⁾	$	72,672	$	—	$	72,672	$	—	$	23,902	$	—	$	23,902	$	—
Total liabilities	$	72,672	$	—	$	72,672	$	—	$	23,902	$	—	$	23,902	$	—
Non-recurring fair value measurements:
Collateral dependent impaired loans ⁽³⁾	$	2,214	$	—	$	—	$	2,214	$	31,489	$	—	$	—	$	31,489
Loan servicing rights	7,358		—		—		7,358		7,410		—		—		7,410
Foreclosed assets ⁽⁴⁾	1,711		—		—		1,711		1,340		—		—		1,340
Total	$	11,283	$	—	$	—	$	11,283	$	40,239	$	—	$	—	$	40,239


			Fair Value Measurements at Reporting Date Using:								Fair Value Measurements at Reporting Date Using:
	December 31, 2015		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		December 31, 2016		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
	(in thousands)								(in thousands)
Recurring fair value measurements:
Assets
Investment securities:
Available for sale:
U.S. Treasury securities	$	549,473	$	549,473	$	—	$	—	$	49,591	$	49,591	$	—	$	—
U.S. government agency securities	29,963		—		29,963		—		23,041		—		23,041		—
Obligations of states and political subdivisions	124,966		—		124,966		—		119,767		—		119,767		—
Residential mortgage-backed securities	696,428		—		684,777		11,651		1,015,542		—		1,005,589		9,953
Trust preferred securities	8,404		—		6,262		2,142		8,009		—		6,074		1,935
Corporate and other debt securities	77,552		17,710		59,842		—		60,565		8,064		52,501		—
Equity securities	20,075		1,198		18,877		—		20,858		1,306		19,552		—
Total available for sale	1,506,861		568,381		924,687		13,793		1,297,373		58,961		1,226,524		11,888
Loans held for sale ⁽¹⁾	16,382		—		16,382		—		57,708		—		57,708		—
Other assets ⁽²⁾	33,774		—		33,774		—		29,055		—		29,055		—
Total assets	$	1,557,017	$	568,381	$	974,843	$	13,793	$	1,384,136	$	58,961	$	1,313,287	$	11,888
Liabilities
Other liabilities ⁽²⁾	$	50,844	$	—	$	50,844	$	—	$	44,077	$	—	$	44,077	$	—
Total liabilities	$	50,844	$	—	$	50,844	$	—	$	44,077	$	—	$	44,077	$	—
Non-recurring fair value measurements:
Collateral dependent impaired loans ⁽³⁾	$	15,427	$	—	$	—	$	15,427	$	5,385	$	—	$	—	$	5,385
Loan servicing rights	2,571		—		—		2,571		6,489		—		—		6,489
Foreclosed assets ⁽⁴⁾	16,672		—		—		16,672		4,532		—		—		4,532
Total	$	34,670	$	—	$	—	$	34,670	$	16,406	$	—	$	—	$	16,406


(1)	~~Loans held~~Represents loans originated for sale (which consist of residential mortgage loans) that are carried at fair value ~~(which consist of residential mortgages)~~and had contractual unpaid principal balances totaling approximately ~~$27.0~~$17.5 million and ~~$16.1~~$58.2 million at ~~September~~June 30, ~~2016~~2017 and December 31, ~~2015,~~2016, respectively.


(2)	Derivative financial instruments are included in this category.


(3)	Excludes PCI loans.


~~(4)~~	~~Includes covered (i.e., subject to loss-sharing agreements with the FDIC) other real estate owned totaling $200 thousand and $4.2 million at September 30, 2016 and December 31, 2015, respectively.~~

The changes in Level 3 assets measured at fair value on a recurring basis for the three and ~~nine~~six months ended ~~September~~June 30, ~~2016~~2017 and ~~2015~~2016 are summarized below:

Available for Sale Securities
Three Months Ended
September 30, Nine Months Ended
September 30,
2016 2015 2016 2015
(in thousands)
Balance, beginning of the period $ 13,101
$ 14,712
$ 13,793
$ 19,309
Total net losses included in other comprehensive income for the period (212 ) (26 ) (283 ) (908 )
Sales —
—
—
(2,675 )
Settlements (492 ) (340 ) (1,113 ) (1,380 )
Balance, end of the period $ 12,397
$ 14,346
$ 12,397
$ 14,346



	Available for Sale Securities
	Three Months Ended June 30,						Six Months Ended June 30,
	2017			2016			2017			2016
	(in thousands)
Balance, beginning of the period	$	11,367		$	12,949		$	11,888		$	13,793
Total net (losses) gains included in other comprehensive income	(31		)	514			13			(71		)
Settlements, net	(606		)	(362		)	(1,171		)	(621		)
Balance, end of the period	$	10,730		$	13,101		$	10,730		$	13,101

No changes in unrealized gains or losses on Level 3 securities were included in earnings during the three and ~~nine~~six months ended ~~September~~June 30, ~~2016~~2017 and ~~2015.~~2016. There were no transfers of assets into or out of Level 3, or between Level 1 and Level 2, during the three and ~~nine~~six months ended ~~September~~June 30, ~~2016~~2017 and ~~2015.~~2016.

There have been no material changes in the valuation methodologies used at ~~September~~June 30, ~~2016~~2017 from December 31, ~~2015.~~2016.

Assets and Liabilities Measured at Fair Value on a Recurring Basis

The following valuation techniques were used for financial instruments measured at fair value on a recurring basis. All the valuation techniques described below apply to the unpaid principal balance,excluding any accrued interest or dividends at the measurement date. Interest income and expense are recorded within the consolidated statements of income depending on the nature of the instrument using the effective interest method based on acquired discount or premium.

Available for sale securities.

All U.S. Treasury securities, certain corporate and other debt securities, and certain ~~common and~~ preferred equity securities are reported at fair value utilizing Level 1 inputs. The majority of other investment securities are reported at fair value utilizing Level 2 inputs. The prices for these instruments are obtained through an independent pricing service or dealer market participants with whom Valley has historically transacted both purchases and sales of investment securities. Prices obtained from these sources include prices derived from market quotations and matrix pricing. The fair value measurements consider observable data that may include dealer quotes, market spreads, cash flows, the U.S. Treasury yield curve, live trading levels, trade execution data, market consensus prepayment speeds, credit information and the bond’s terms and conditions, among other things. Management reviews the data and assumptions used in pricing the securities by its third party provider to ensure the highest level of significant inputs are derived from market observable data. For certain securities, the inputs used by either dealer market participants or an independent pricing service may be derived from unobservable market information (Level 3 inputs). In these instances, Valley evaluates the appropriateness and quality of the assumption and the resulting price. In addition, Valley reviews the volume and level of activity for all available for sale and trading securities and attempts to identify transactions which may not be orderly or reflective of a significant level of activity and volume. For securities meeting these criteria, the quoted prices received from either market participants or an independent pricing service may be adjusted, as necessary, to estimate fair value and this results in fair values based on Level 3 inputs. In determining fair value, Valley utilizes unobservable inputs which reflect Valley’s own assumptions about the inputs that market participants would use in pricing each security. In developing its assertion of market participant assumptions, Valley utilizes the best information that is both reasonable and available without undue cost and effort.

In calculating the fair value for the available for sale securities under Level 3, Valley prepared present value cash flow models for certain private label mortgage-backed securities. The cash flows for the residential mortgage-backed securities incorporated the expected cash flow of each security adjusted for default rates, loss severities and prepayments of the individual loans collateralizing the security.

The following table presents quantitative information about Level 3 inputs used to measure the fair value of these securities at ~~September~~June 30, ~~2016:~~2017:



Security Type	Valuation Technique	Unobservable Input	Range	Weighted Average

Private label mortgage-backed securities	Discounted cash flow	Prepayment rate	~~4.8-20.9%~~6.2 - 31.6%	~~12.3~~19.8	%
		Default rate	~~3.8-27.0~~2.6 - 36.7	~~9.1~~7.5
		Loss severity	~~45.3-66.7~~47.2 - 66.0	~~60.6~~60.4

Significant increases or decreases in any of the unobservable inputs in the table above in isolation would result in a significantly lower or higher fair value measurement of the securities. Generally, a change in the assumption used for the default rate is accompanied by a directionally similar change in the assumption used for the loss severity and a directionally opposite change in the assumption used for prepayment rates.

For the Level 3 available for sale ~~private label~~residential mortgage-backed securities (consisting of 4 private label securities), cash flow assumptions incorporated independent third party market participant data based on vintage year for each security. The discount rate utilized in determining the present value of cash flows for the mortgage-backed securities was arrived at by combining the yield on orderly transactions for similar maturity government sponsored mortgage-backed securities with (i) the historical average risk premium of similar structured private label securities, (ii) a risk premium reflecting current market conditions, including liquidity risk, and (iii) if applicable, a forecasted loss premium derived from the expected cash flows of each security. The estimated cash flows for each private label mortgage-backed security were then discounted at the aforementioned effective rate to determine the fair value. The quoted prices received from either market participants or independent pricing services are weighted with the internal price estimate to determine the fair value of each instrument.

For the Level 3 available for sale trust preferred securities (consisting of one pooled ~~trust preferred security,~~security), the resulting estimated future cash flow was discounted at a yield determined by reference to similarly structured securities for which observable orderly transactions occurred. The discount rate was applied using a pricing matrix based on credit, security type and maturity characteristics to determine the fair value. The fair value calculation is received from an independent valuation adviser. In validating the fair value calculation from an independent valuation adviser, Valley reviews the accuracy of the inputs and the appropriateness of the unobservable inputs utilized in the valuation to ensure the fair value calculation is reasonable from a market participant perspective.

Loans held for sale. The conforming residential mortgage loans originated for sale are reported at fair value using Level 2 inputs. The fair values were calculated utilizing quoted prices for similar assets in active markets. To determine these fair values, the mortgages held for sale are put into multiple tranches, or pools, based on the coupon rate and maturity of each mortgage. The market prices for each tranche are obtained from both Fannie Mae and Freddie Mac. The market prices represent a delivery price, which reflects the underlying price each institution would pay Valley for an immediate sale of an aggregate pool of mortgages. The market prices received from Fannie Mae and Freddie Mac are then averaged and interpolated or extrapolated, where required, to calculate the fair value of each tranche. Depending upon the time elapsed since the origination of each loan held for sale, non-performance risk and changes therein were addressed in the estimate of fair value based upon the delinquency data provided to both Fannie Mae and Freddie Mac for market pricing and changes in market credit spreads. Non-performance risk did not materially impact the fair value of mortgage loans held for sale at ~~September~~June 30, ~~2016~~2017 and December 31, ~~2015~~2016 based on the short duration these assets were held, and the high credit quality of these loans.

Derivatives. Derivatives are reported at fair value utilizing Level 2 inputs. The fair value of Valley’s derivatives are determined using third party prices that are based on discounted cash flow analysis using observed market inputs, such as the LIBOR and Overnight Index Swap rate curves. The fair value of mortgage banking derivatives, consisting of interest rate lock commitments to fund residential mortgage loans and forward commitments for the future delivery of such loans (including certain loans held for sale at ~~September~~June 30, ~~2016~~2017 and December 31, ~~2015)~~2016), is determined based on the current market prices for similar instruments provided by Fannie Mae and Freddie Mac. The fair values of most of the derivatives incorporate credit valuation adjustments, which consider the impact of any credit enhancements to the contracts, to account for potential nonperformance risk of Valley and its counterparties. The credit valuation adjustments were not significant to the overall valuation of Valley’s derivatives at ~~September~~June 30, ~~2016~~2017 and December 31, ~~2015.~~2016.

Assets and Liabilities Measured at Fair Value on a Non-recurring Basis

The following valuation techniques were used for certain non-financial assets measured at fair value on a nonrecurring basis, including ~~non-performing loans held for sale carried at estimated fair value (less selling costs) when less than the unamortized cost,~~ impaired loans reported at the fair value of the underlying collateral, loan servicing rights ~~other real estate owned~~ and ~~other repossessed~~foreclosed assets, which are reported at fair value upon initial recognition or subsequent impairment as described below.

Impaired loans. Certain impaired loans are reported at the fair value of the underlying collateral if repayment is expected solely from the collateral and are commonly referred to as “collateral dependent impaired loans.” Collateral values are estimated using Level 3 inputs, consisting of individual appraisals that ~~are significantly~~may be adjusted based on certain discounting criteria. At ~~September~~June 30, ~~2016,~~2017, certain appraisals were discounted based on specific market data by location and property type. During the quarter ended ~~September~~June 30, ~~2016,~~2017, collateral dependent impaired loans were individually re-measured and reported at fair value through direct loan charge-offs to the allowance for loan losses and/or a specific valuation allowance allocation based on the fair value of the underlying collateral. The collateral dependent loan charge-offs to the allowance for loan losses totaled ~~$3.7~~$1.9 million and ~~$366~~$473 thousand for the three months ended ~~September~~June 30, ~~2016~~2017 and ~~2015,~~2016, respectively, and ~~$4.7~~$2.1 millionand ~~$3.0 million~~$952 thousand for the ~~nine~~six months ended ~~September~~June 30, ~~2016~~2017 and ~~2015,~~2016, respectively. At ~~September~~June 30, ~~2016,~~2017, collateral dependent impaired loans with a total recorded investment of ~~$2.6~~$35.2 million were reduced by specific valuation allowance allocations totaling ~~$350 thousand~~$3.7 million to a reported total net carrying amount of ~~$2.2~~$31.5 million.

Loan servicing rights. Fair values for each risk-stratified group of loan servicing rights are calculated using a fair value model from a third party vendor that requires inputs that are both significant to the fair value measurement and unobservable (Level 3). The fair value model is based on various assumptions, including but not limited to, prepayment speeds, internal rate of return (“discount rate”), servicing cost, ancillary income, float rate, tax rate, and inflation. The prepayment speed and the discount rate are considered two of the most significant inputs in the model. At ~~September~~June 30, ~~2016,~~2017, the fair value model used prepayment speeds (stated as constant prepayment rates) from 0 percent up to 2425 percent and a discount rate of ~~8.0~~8 percent for the valuation of the loan servicing rights. A significant degree of judgment is involved in valuing the loan servicing rights using Level 3 inputs. The use of different assumptions could have a significant positive or negative effect on the fair value estimate. Impairment charges are recognized on loan servicing rights when the amortized cost of a risk-stratified group of loan servicing rights exceeds the estimated fair value. Valley recorded nonet recoveries of net impairment charges on its loan servicing rights totaling $50 thousand and $51 thousand for the three and six months ended ~~September~~June 30, ~~2016 and~~2017, respectively, as compared to net impairment charges totaling ~~$457 thousand for the nine months ended September 30, 2016. Valley recorded net recoveries of impairment charges totaling $48~~$265 thousand and ~~$209~~$457 thousand for three and ~~nine~~six months ended ~~September~~June 30, ~~2015,~~2016, respectively.

Foreclosed assets. Certain foreclosed assets (consisting of other real estate owned and other repossessed assets), upon initial recognition and transfer from loans, are re-measured and reported at fair value through a charge-off to the allowance for loan losses based upon the fair value of the foreclosed assets. The fair value of a foreclosed asset, upon initial recognition, is typically estimated using Level 3 inputs, consisting of an appraisal that is adjusted based on certain discounting criteria, similar to the criteria used for impaired loans described above. ~~The~~There were no adjustments of the appraisals of foreclosed assets ~~were adjusted up to 4.8 percent~~ at ~~September~~June 30, ~~2016.~~2017. At ~~September~~June 30, ~~2016,~~2017, foreclosed assets

included ~~$1.7~~$1.3 million of assets that were measured at fair value upon initial recognition or subsequently re-measured during

the quarter ended ~~September~~June 30, ~~2016.~~2017. The foreclosed assets charge-offs to the allowance for loan losses totaled ~~$245~~$282 thousand and ~~$629~~$489 thousand for the three months ended ~~September~~June 30, ~~2016~~2017 and ~~2015,~~2016, respectively, and ~~$1.2 million~~$994 thousand and ~~$1.5 million~~$922 thousand for ~~nine~~six months ended ~~September~~June 30, ~~2016~~2017 and ~~2015,~~2016, respectively. The re-measurement of foreclosed assets at fair value subsequent to their initial recognition resulted in net ~~loss~~losses within non-interest expense of ~~$34~~$290 thousand ~~and $1.3 million~~ for both the three and six months ended ~~September~~June 30, 2017, and $295 thousandand $912 thousand for three and six months ended June 30, 2016, ~~and 2015, respectively and $946 thousand and $1.8 million for nine months ended September 30, 2016 and 2015,~~ respectively.

Other Fair Value Disclosures

ASC Topic 825, “Financial Instruments,” requires disclosure of the fair value of financial assets and financial liabilities, including those financial assets and financial liabilities that are not measured and reported at fair value on a recurring basis or non-recurring basis.

The fair value estimates presented in the following table were based on pertinent market data and relevant information on the financial instruments available as of the valuation date. These estimates do not reflect any premium or discount that could result from offering for sale at one time the entire portfolio of financial instruments. Because no market exists for a portion of the financial instruments, fair value estimates may be based on judgments regarding future expected loss experience, current economic conditions, risk characteristics of various financial instruments and other factors. These estimates are subjective in nature and involve uncertainties and matters of significant judgment and therefore cannot be determined with precision. Changes in assumptions could significantly affect the estimates.

Fair value estimates are based on existing balance sheet financial instruments without attempting to estimate the value of anticipated future business and the value of assets and liabilities that are not considered financial instruments. For instance, Valley has certain fee-generating business lines (e.g., its mortgage servicing operation, trust and investment management departments) that were not considered in these estimates since these activities are not financial instruments. In addition, the tax implications related to the realization of the unrealized gains and losses can have a significant effect on fair value estimates and have not been considered in any of the estimates.

The carrying amounts and estimated fair values of financial instruments not measured and not reported at fair value on the consolidated statements of financial condition at ~~September~~June 30, ~~2016~~2017 and December 31, ~~2015~~2016 were as follows:


	Fair Value Hierarchy	September 30, 2016				December 31, 2015				Fair Value Hierarchy	June 30, 2017				December 31, 2016
		Carrying Amount		Fair Value		Carrying Amount		Fair Value			Carrying Amount		Fair Value		Carrying Amount		Fair Value
		(in thousands)									(in thousands)
Financial assets
Cash and due from banks	Level 1	$	238,664	$	238,664	$	243,575	$	243,575	Level 1	$	227,830	$	227,830	$	220,791	$	220,791
Interest bearing deposits with banks	Level 1	160,462		160,462		170,225		170,225		Level 1	129,959		129,959		171,710		171,710
Investment securities held to maturity:
U.S. Treasury securities	Level 1	138,866		154,042		138,978		149,483		Level 1	138,754		147,656		138,830		147,495
U.S. government agency securities	Level 2	11,549		12,106		12,859		13,130		Level 2	10,597		10,802		11,329		11,464
Obligations of states and political subdivisions	Level 2	568,212		595,525		504,865		527,263		Level 2	501,402		517,830		566,590		577,826
Residential mortgage-backed securities	Level 2	1,030,165		1,046,387		852,289		855,272		Level 2	1,070,137		1,062,008		1,112,460		1,102,802
Trust preferred securities	Level 2	59,800		45,726		59,785		46,437		Level 2	59,814		48,268		59,804		47,290
Corporate and other debt securities	Level 2	36,559		38,196		27,609		29,454		Level 2	41,559		42,168		36,559		37,720
Total investment securities held to maturity		1,845,151		1,891,982		1,596,385		1,621,039			1,822,263		1,828,732		1,925,572		1,924,597
Net loans	Level 3	16,523,438		16,511,137		15,936,929		15,824,475		Level 3	17,594,314		17,187,164		17,121,684		16,756,655
Accrued interest receivable	Level 1	63,815		63,815		63,554		63,554		Level 1	69,732		69,732		66,816		66,816
Federal Reserve Bank and Federal Home Loan Bank stock⁽¹⁾	Level 1	162,584		162,584		145,068		145,068		Level 1	201,116		201,116		147,127		147,127
Financial liabilities
Deposits without stated maturities	Level 1	13,852,302		13,852,302		13,095,647		13,095,647		Level 1	13,881,025		13,881,025		14,591,837		14,591,837
Deposits with stated maturities	Level 2	3,119,881		3,148,902		3,157,904		3,203,389		Level 2	3,368,993		3,375,127		3,138,871		3,160,572
Short-term borrowings	Level 1	1,433,356		1,433,356		1,076,991		1,076,991		Level 1	1,734,444		1,739,208		1,080,960		1,081,751
Long-term borrowings	Level 2	1,450,818		1,612,654		1,810,728		1,945,741		Level 2	1,819,615		1,906,668		1,433,906		1,523,386
Junior subordinated debentures issued to capital trusts	Level 2	41,536		43,751		41,414		44,127		Level 2	41,658		46,298		41,577		45,785
Accrued interest payable ⁽²⁾	Level 1	9,931		9,931		13,110		13,110		Level 1	10,931		10,931		10,675		10,675


(1)	Included in other assets.


(2)	Included in accrued expenses and other liabilities.

The following methods and assumptions were used to estimate the fair value of other financial assets and financial liabilities in the table above:

Cash and due from banks and interest bearing deposits with banks. The carrying amount is considered to be a reasonable estimate of fair value because of the short maturity of these items.

Investment securities held to maturity. Fair values are based on prices obtained through an independent pricing service or dealer market participants with whom Valley has historically transacted both purchases and sales of investment securities. Prices obtained from these sources include prices derived from market quotations and matrix pricing. The fair value measurements consider observable data that may include dealer quotes, market spreads, cash flows, the U.S. Treasury yield curve, live trading levels, trade execution data, market consensus prepayment speeds, credit information and the bond’s terms and conditions, among other things (Level 2 inputs). Additionally, Valley reviews the volume and level of activity for all classes of held to maturity securities and attempts to identify transactions which may not be orderly or reflective of a significant level of activity and volume. For securities meeting these criteria, the quoted prices received from either market participants or an independent pricing service

may be adjusted, as necessary. If applicable, the adjustment to fair value is derived based on present value cash flow model projections prepared by Valley utilizing assumptions similar to those incorporated by market participants.

Loans. Fair values of loans are estimated by discounting the projected future cash flows using market discount rates that reflect the credit and interest-rate risk inherent in the loan. The discount rate is a product of both the applicable index and credit spread, subject to the estimated current new loan interest rates. The credit spread component is static for all maturities and may not necessarily reflect the value of estimating all actual cash flows re-pricing. Projected future cash flows are calculated based upon contractual maturity or call dates, projected repayments and prepayments of principal. Fair values estimated in this manner do not fully incorporate an exit-price approach to fair value, but instead are based on a comparison to current market rates for comparable loans.

Accrued interest receivable and payable. The carrying amounts of accrued interest approximate their fair value due to the short-term nature of these items.

Federal Reserve Bank and Federal Home Loan Bank stock. Federal Reserve Bank and FHLB stock are non-marketable equity securities and are reported at their redeemable carrying amounts, which approximate fair value.

Deposits. The carrying amounts of deposits without stated maturities (i.e., non-interest bearing, savings, NOW, and money market deposits) approximate their estimated fair value. The fair value of time deposits is based on the discounted value of contractual cash flows using estimated rates currently offered for alternative funding sources of similar remaining maturity.

Short-term and long-term borrowings. The carrying amounts of certain short-term borrowings, including securities sold under agreements to repurchase and FHLB borrowings (and from time to time, federal funds purchased) approximate their fair values because they frequently re-price to a market rate. The fair values of other short-term and long-term borrowings are estimated by obtaining quoted market prices of the identical or similar financial instruments when available. When quoted prices are unavailable, the fair values of the borrowings are estimated by discounting the estimated future cash flows using current market discount rates of financial instruments with similar characteristics, terms and remaining maturity.

Junior subordinated debentures issued to capital trusts. The fair value of debentures issued to capital trusts is estimated utilizing the income approach, whereby the expected cash flows, over the remaining estimated life of the security, are discounted using Valley’s credit spread over the current yield on a similar maturity of U.S. Treasury security or the three-month LIBOR for the variable rate indexed debentures (Level 2 inputs). The credit spread used to discount the expected cash flows was calculated based on the median current spreads for all fixed and variable publicly traded trust preferred securities issued by banks.

Note 7.6. Investment Securities

Held to Maturity

The amortized cost, gross unrealized gains and losses and fair value of securities held to maturity at ~~September~~June 30, ~~2016~~2017 and December 31, ~~2015~~2016 were as follows:


	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses			Fair Value		Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses			Fair Value
	(in thousands)									(in thousands)
September 30, 2016
June 30, 2017
U.S. Treasury securities	$	138,866	$	15,176	$	—		$	154,042	$	138,754	$	8,902	$	—		$	147,656
U.S. government agency securities	11,549		557		—			12,106		10,597		205		—			10,802
Obligations of states and political subdivisions:
Obligations of states and state agencies	192,735		13,353		—			206,088		249,607		9,623		(1,688		)	257,542
Municipal bonds	375,477		13,960		—			389,437		251,795		8,519		(26		)	260,288
Total obligations of states and political subdivisions	568,212		27,313		—			595,525		501,402		18,142		(1,714		)	517,830
Residential mortgage-backed securities	1,030,165		17,642		(1,420		)	1,046,387		1,070,137		7,658		(15,787		)	1,062,008
Trust preferred securities	59,800		28		(14,102		)	45,726		59,814		32		(11,578		)	48,268
Corporate and other debt securities	36,559		1,637		—			38,196		41,559		927		(318		)	42,168
Total investment securities held to maturity	$	1,845,151	$	62,353	$	(15,522	)	$	1,891,982	$	1,822,263	$	35,866	$	(29,397	)	$	1,828,732
December 31, 2015
December 31, 2016
U.S. Treasury securities	$	138,978	$	10,505	$	—		$	149,483	$	138,830	$	8,665	$	—		$	147,495
U.S. government agency securities	12,859		271		—			13,130		11,329		135		—			11,464
Obligations of states and political subdivisions:
Obligations of states and state agencies	194,547		10,538		(10		)	205,075		252,185		6,692		(1,428		)	257,449
Municipal bonds	310,318		11,955		(85		)	322,188		314,405		6,438		(466		)	320,377
Total obligations of states and political subdivisions	504,865		22,493		(95		)	527,263		566,590		13,130		(1,894		)	577,826
Residential mortgage-backed securities	852,289		11,018		(8,035		)	855,272		1,112,460		8,432		(18,090		)	1,102,802
Trust preferred securities	59,785		36		(13,384		)	46,437		59,804		40		(12,554		)	47,290
Corporate and other debt securities	27,609		1,894		(49		)	29,454		36,559		1,190		(29		)	37,720
Total investment securities held to maturity	$	1,596,385	$	46,217	$	(21,563	)	$	1,621,039	$	1,925,572	$	31,592	$	(32,567	)	$	1,924,597

The age of unrealized losses and fair value of related securities held to maturity at ~~September~~June 30, ~~2016~~2017 and December 31, ~~2015~~2016 were as follows:


	Less than Twelve Months					More than Twelve Months					Total					Less than Twelve Months					More than Twelve Months					Total
	Fair Value		Unrealized Losses			Fair Value		Unrealized Losses			Fair Value		Unrealized Losses			Fair Value		Unrealized Losses			Fair Value		Unrealized Losses			Fair Value		Unrealized Losses
	(in thousands)															(in thousands)
September 30, 2016
Residential mortgage-backed securities	$	185,774	$	(867	)	$	128,211	$	(553	)	$	313,985	$	(1,420	)
Trust preferred securities	—		—			44,344		(14,102		)	44,344		(14,102		)
Total	$	185,774	$	(867	)	$	172,555	$	(14,655	)	$	358,329	$	(15,522	)
December 31, 2015
June 30, 2017
Obligations of states and political subdivisions:
Obligations of states and state agencies	$	6,837	$	(5	)	$	1,965	$	(5	)	$	8,802	$	(10	)	$	63,537	$	(1,688	)	$	—	$	—		$	63,537	$	(1,688	)
Municipal bonds	8,814		(72		)	10,198		(13		)	19,012		(85		)	4,664		(26		)	—		—			4,664		(26		)
Total obligations of states and political subdivisions	15,651		(77		)	12,163		(18		)	27,814		(95		)	68,201		(1,714		)	—		—			68,201		(1,714		)
Residential mortgage-backed securities	244,440		(2,916		)	162,756		(5,119		)	407,196		(8,035		)	622,527		(11,860		)	156,974		(3,927		)	779,501		(15,787		)
Trust preferred securities	—		—			45,047		(13,384		)	45,047		(13,384		)	—		—			36,883		(11,578		)	36,883		(11,578		)
Corporate and other debt securities	2,951		(49		)	—		—			2,951		(49		)	4,682		(318		)	—		—			4,682		(318		)
Total	$	263,042	$	(3,042	)	$	219,966	$	(18,521	)	$	483,008	$	(21,563	)	$	695,410	$	(13,892	)	$	193,857	$	(15,505	)	$	889,267	$	(29,397	)
December 31, 2016
Obligations of states and political subdivisions:
Obligations of states and state agencies																$	98,114	$	(1,428	)	$	—	$	—		$	98,114	$	(1,428	)
Municipal bonds																27,368		(466		)	—		—			27,368		(466		)
Total obligations of states and political subdivisions																125,482		(1,894		)	—		—			125,482		(1,894		)
Residential mortgage-backed securities																692,108		(14,420		)	114,505		(3,670		)	806,613		(18,090		)
Trust preferred securities																—		—			45,898		(12,554		)	45,898		(12,554		)
Corporate and other debt securities																2,971		(29		)	—		—			2,971		(29		)
Total																$	820,561	$	(16,343	)	$	160,403	$	(16,224	)	$	980,964	$	(32,567	)

The unrealized losses on investment securities held to maturity are primarily due to changes in interest rates (including, in certain cases, changes in credit spreads) and, in some cases, lack of liquidity in the marketplace. Within the held to maturity portfolio, the total number of security positions in an unrealized loss position was 52121 at ~~September~~June 30, ~~2016~~2017 and 74132 at December 31, ~~2015.~~2016.

The unrealized losses within the residential mortgage-backed securities category of the held to maturity portfolio at ~~September~~June 30, ~~2016~~2017 mainly related to ~~certain~~ investment grade securities issued by Ginnie Mae.

The unrealized losses existing for more than twelve months for trust preferred securities at ~~September~~June 30, ~~2016~~2017 primarily related to four non-rated single-issuer trust preferred securities issued by bank holding companies. All single-issuer trust preferred securities classified as held to maturity are paying in accordance with their terms, have no deferrals of interest or defaults and, if applicable, the issuers meet the regulatory capital requirements to be considered “well-capitalized institutions” at ~~September~~June 30, ~~2016.~~2017.

Management does not believe that any individual unrealized loss as of ~~September~~June 30, ~~2016~~2017 included in the table above represents other-than-temporary impairment as management mainly attributes the declines in fair value to changes in interest rates and market volatility, not credit quality or other factors. Based on a comparison of the present value of expected cash flows to the amortized cost, management believes there are no credit losses on these securities. Valley does not have the intent to sell, nor is it more likely than not that Valley will be required to sell, the securities contained in the table above before the recovery of their amortized cost basis or maturity.

As of ~~September~~June 30, ~~2016,~~2017, the fair value of investments held to maturity that were pledged to secure public deposits, repurchase agreements, lines of credit, and for other purposes required by law, was ~~$860.6~~$997.2 million.

The contractual maturities of investments in debt securities held to maturity at ~~September~~June 30, ~~2016~~2017 are set forth in the table below. Maturities may differ from contractual maturities in residential mortgage-backed securities because the mortgages underlying the securities may be prepaid without any penalties. Therefore, residential mortgage-backed securities are not included in the maturity categories in the following summary.


	September 30, 2016				June 30, 2017
	Amortized Cost		Fair Value		Amortized Cost		Fair Value
	(in thousands)				(in thousands)
Due in one year	$	85,384	$	85,388	$	53,859	$	54,621
Due after one year through five years	181,107		192,968		210,615		218,428
Due after five years through ten years	369,454		398,494		325,933		343,717
Due after ten years	179,041		168,745		161,719		149,958
Residential mortgage-backed securities	1,030,165		1,046,387		1,070,137		1,062,008
Total investment securities held to maturity	$	1,845,151	$	1,891,982	$	1,822,263	$	1,828,732

Actual maturities of debt securities may differ from those presented above since certain obligations provide the issuer the right to call or prepay the obligation prior to scheduled maturity without penalty.

The weighted-average remaining expected life for residential mortgage-backed securities held to maturity was ~~6.5~~7.5 years at ~~September~~June 30, ~~2016.~~2017.

Available for Sale

The amortized cost, gross unrealized gains and losses and fair value of securities available for sale at ~~September~~June 30, ~~2016~~2017 and December 31, ~~2015~~2016 were as follows:


	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses			Fair Value		Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses			Fair Value
	(in thousands)									(in thousands)
September 30, 2016
June 30, 2017
U.S. Treasury securities	$	51,025	$	766	$	—		$	51,791	$	51,009	$	7	$	(919	)	$	50,097
U.S. government agency securities	23,764		339		(6		)	24,097		46,147		292		(71		)	46,368
Obligations of states and political subdivisions:
Obligations of states and state agencies	42,466		1,091		(40		)	43,517		39,286		336		(218		)	39,404
Municipal bonds	80,155		1,939		(321		)	81,773		79,824		459		(493		)	79,790
Total obligations of states and political subdivisions	122,621		3,030		(361		)	125,290		119,110		795		(711		)	119,194
Residential mortgage-backed securities	958,531		11,021		(2,914		)	966,638		1,175,171		2,564		(14,015		)	1,163,720
Trust preferred securities*	10,231		—		(2,075		)	8,156		7,796		—		(1,577		)	6,219
Corporate and other debt securities	79,148		1,623		(204		)	80,567		67,177		701		(204		)	67,674
Equity securities	20,522		445		(797		)	20,170		10,505		737		(460		)	10,782
Total investment securities available for sale	$	1,265,842	$	17,224	$	(6,357	)	$	1,276,709	$	1,476,915	$	5,096	$	(17,957	)	$	1,464,054
December 31, 2015
December 31, 2016
U.S. Treasury securities	$	551,173	$	4	$	(1,704	)	$	549,473	$	51,020	$	6	$	(1,435	)	$	49,591
U.S. government agency securities	29,316		665		(18		)	29,963		22,815		232		(6		)	23,041
Obligations of states and political subdivisions:
Obligations of states and state agencies	44,285		196		(67		)	44,414		40,696		70		(424		)	40,342
Municipal bonds	80,717		209		(374		)	80,552		80,045		147		(767		)	79,425
Total obligations of states and political subdivisions	125,002		405		(441		)	124,966		120,741		217		(1,191		)	119,767
Residential mortgage-backed securities	701,764		3,348		(8,684		)	696,428		1,029,827		2,061		(16,346		)	1,015,542
Trust preferred securities*	10,458		—		(2,054		)	8,404		10,164		—		(2,155		)	8,009
Corporate and other debt securities	78,202		1,239		(1,889		)	77,552		60,651		436		(522		)	60,565
Equity securities	21,022		575		(1,522		)	20,075		20,505		1,114		(761		)	20,858
Total investment securities available for sale	$	1,516,937	$	6,236	$	(16,312	)	$	1,506,861	$	1,315,723	$	4,066	$	(22,416	)	$	1,297,373



*	Includes two pooled trust preferred securities, principally collateralized by securities issued by banks and insurance companies, at ~~September~~June 30, ~~2016~~2017 and December 31, ~~2015.~~2016.

The age of unrealized losses and fair value of related securities available for sale at ~~September~~June 30, ~~2016~~2017 and December 31, ~~2015~~2016 were as follows:


	Less than Twelve Months					More than Twelve Months					Total					Less than Twelve Months					More than Twelve Months					Total
	Fair Value		Unrealized Losses			Fair Value		Unrealized Losses			Fair Value		Unrealized Losses			Fair Value		Unrealized Losses			Fair Value		Unrealized Losses			Fair Value		Unrealized Losses
	(in thousands)															(in thousands)
September 30, 2016
U.S. government agency securities	$	—	$	—		$	4,197	$	(6	)	$	4,197	$	(6	)
Obligations of states and political subdivisions:
Obligations of states and state agencies	2,607		(40		)	—		—			2,607		(40		)
Municipal bonds	—		—			11,012		(321		)	11,012		(321		)
Total obligations of states and political subdivisions	2,607		(40		)	11,012		(321		)	13,619		(361		)
Residential mortgage-backed securities	145,631		(566		)	138,425		(2,348		)	284,056		(2,914		)
Trust preferred securities	—		—			8,155		(2,075		)	8,155		(2,075		)
Corporate and other debt securities	20,814		(7		)	15,329		(197		)	36,143		(204		)
Equity securities	—		—			14,998		(797		)	14,998		(797		)
Total	$	169,052	$	(613	)	$	192,116	$	(5,744	)	$	361,168	$	(6,357	)
December 31, 2015
June 30, 2017
U.S. Treasury securities	$	548,538	$	(1,704	)	$	—	$	—		$	548,538	$	(1,704	)	$	49,168	$	(919	)	$	—	$	—		$	49,168	$	(919	)
U.S. government agency securities	3,489		(5		)	4,736		(13		)	8,225		(18		)	31,236		(68		)	3,808		(3		)	35,044		(71		)
Obligations of states and political subdivisions:
Obligations of states and state agencies	24,359		(67		)	—		—			24,359		(67		)	13,118		(169		)	1,628		(49		)	14,746		(218		)
Municipal bonds	38,207		(128		)	13,551		(246		)	51,758		(374		)	18,302		(193		)	11,059		(300		)	29,361		(493		)
Total obligations of states and political subdivisions	62,566		(195		)	13,551		(246		)	76,117		(441		)	31,420		(362		)	12,687		(349		)	44,107		(711		)
Residential mortgage-backed securities	293,615		(4,147		)	164,010		(4,537		)	457,625		(8,684		)	739,362		(9,680		)	136,402		(4,335		)	875,764		(14,015		)
Trust preferred securities	—		—			8,404		(2,054		)	8,404		(2,054		)	—		—			6,219		(1,577		)	6,219		(1,577		)
Corporate and other debt securities	21,203		(471		)	36,137		(1,418		)	57,340		(1,889		)	30,335		(75		)	11,034		(129		)	41,369		(204		)
Equity securities	—		—			14,273		(1,522		)	14,273		(1,522		)	—		—			5,184		(460		)	5,184		(460		)
Total	$	929,411	$	(6,522	)	$	241,111	$	(9,790	)	$	1,170,522	$	(16,312	)	$	881,521	$	(11,104	)	$	175,334	$	(6,853	)	$	1,056,855	$	(17,957	)
December 31, 2016
U.S. Treasury securities																$	48,660	$	(1,435	)	$	—	$	—		$	48,660	$	(1,435	)
U.S. government agency securities																2,530		(4		)	4,034		(2		)	6,564		(6		)
Obligations of states and political subdivisions:
Obligations of states and state agencies																28,628		(404		)	753		(20		)	29,381		(424		)
Municipal bonds																42,573		(506		)	11,081		(261		)	53,654		(767		)
Total obligations of states and political subdivisions																71,201		(910		)	11,834		(281		)	83,035		(1,191		)
Residential mortgage-backed securities																788,030		(11,889		)	132,718		(4,457		)	920,748		(16,346		)
Trust preferred securities																—		—			8,009		(2,155		)	8,009		(2,155		)
Corporate and other debt securities																32,292		(294		)	15,192		(228		)	47,484		(522		)
Equity securities																—		—			14,883		(761		)	14,883		(761		)
Total																$	942,713	$	(14,532	)	$	186,670	$	(7,884	)	$	1,129,383	$	(22,416	)

The unrealized losses on investment securities available for sale are primarily due to changes in interest rates (including, in certain cases, changes in credit spreads) and, in some cases, lack of liquidity in the marketplace. The total number of security positions in the securities available for sale portfolio in an unrealized loss position at ~~September~~June 30, ~~2016~~2017 was ~~102~~274 as compared to ~~291~~298 at December 31, ~~2015.~~2016.

The unrealized losses ~~more than twelve months~~ for the residential mortgage-backed securities category of the available for sale portfolio at ~~September~~June 30, ~~2016~~2017 largely related to several investment grade residential mortgage-backed securities mainly issued by Ginnie ~~Mae and three non-investment grade private label mortgage-backed securities that were previously impaired.~~Mae.

The unrealized losses more than twelve months for trust preferred securities at ~~September~~June 30, ~~2016~~2017 in the table above largely relate to 2 pooled trust preferred securities with an amortized cost of ~~$10.2~~$7.8 million and a fair value of ~~$8.2~~$6.2 million. One of the two pooled trust preferred securities had unrealized loss of ~~$1.3 million~~$703 thousand and an investment grade rating at ~~September~~June 30, ~~2016.~~2017.

As of ~~September~~June 30, ~~2016,~~2017, the fair value of securities available for sale that were pledged to secure public deposits, repurchase agreements, lines of credit, and for other purposes required by law, was ~~$461.5~~$703.9 million.

The contractual maturities of investment securities available for sale at ~~September~~June 30, ~~2016~~2017 are set forth in the following table. Maturities may differ from contractual maturities in residential mortgage-backed securities because the mortgages underlying the securities may be prepaid without any penalties. Therefore, residential mortgage-backed securities are not included in the maturity categories in the following summary.


	September 30, 2016				June 30, 2017
	Amortized Cost		Fair Value		Amortized Cost		Fair Value
	(in thousands)				(in thousands)
Due in one year	$	10,549	$	10,578	$	24,831	$	24,752
Due after one year through five years	93,945		95,479		70,802		74,052
Due after five years through ten years	122,929		125,488		115,497		114,927
Due after ten years	59,366		58,356		80,109		78,821
Residential mortgage-backed securities	958,531		966,638		1,175,171		1,163,720
Equity securities	20,522		20,170		10,505		10,782
Total investment securities available for sale	$	1,265,842	$	1,276,709	$	1,476,915	$	1,467,054

The weighted average remaining expected life for residential mortgage-backed securities available for sale was 9.1 years at ~~September~~June 30, ~~2016 was 9.3 years.~~2017.

Other-Than-Temporary Impairment Analysis

Valley records impairment charges on its investment securities when the decline in fair value is considered other-than-temporary. Numerous factors, including lack of liquidity for re-sales of certain investment securities; decline in the creditworthiness of the issuer; absence of reliable pricing information for investment securities; adverse changes in business climate; adverse actions by regulators; prolonged decline in value of equity investments; or unanticipated changes in the competitive environment could have a negative effect on Valley’s investment portfolio and may result in other-than-temporary impairment on certain investment securities in future periods. Valley’s investment portfolios include private label mortgage-backed securities, trust preferred securities principally issued by bank holding companies (including two pooled trust preferred securities), and corporate bonds ~~and perpetual preferred and common equity securities~~ issued by banks. These investments may pose a higher risk of future impairment charges by Valley as a result of the unpredictable nature of the U.S. economy and its potential negative effect on the future performance of the security issuers and, if applicable, the underlying mortgage loan collateral of the security.

There were no other-than-temporary impairment losses on securities recognized in earnings for the ~~nine~~three and six months ended ~~September~~June 30, ~~2016~~2017 and ~~2015.~~2016. At ~~September~~June 30, ~~2016,~~2017, four previously impaired private label mortgage-backed securities (prior to December 31, 2012) had a combined amortized cost and fair value of ~~$10.8~~$9.1 million and ~~$10.4~~$8.9 million, respectively, while one previously impaired pooled trust preferred security had an amortized cost and fair value of $2.8 million and ~~$2.0~~$1.9 million, respectively. The previously impaired pooled trust preferred security was not accruing interest during the three and ~~nine~~six months ended ~~September~~June 30, ~~2016~~2017 and 2015. Additionally, one previously impaired pooled trust preferred security was sold during the first quarter of 2015 for an immaterial gain. See the table and discussion below for additional information.2016.

The following table presents the changes in the credit loss component of cumulative other-than-temporary impairment losses on debt securities classified as either held to maturity or available for sale that Valley has previously recognized in earnings, for which a portion of the impairment loss (non-credit factors) was recognized in other comprehensive income for the three and ~~nine~~six months ended ~~September~~June 30, ~~2016~~2017 and ~~2015:~~2016:


	Three Months Ended September 30,						Nine Months Ended September 30,						Three Months Ended June 30,					Six Months Ended June 30,
	2016			2015			2016			2015			2017			2016		2017			2016
	(in thousands)												(in thousands)
Balance, beginning of period	$	5,348		$	6,387		$	5,837		$	8,947		$	4,767		$	5,348	$	4,916		$	5,837
Accretion of credit loss impairment due to an increase in expected cash flows	(87		)	(458		)	(576		)	(636		)	(67		)	—		(216		)	(489		)
Sales	—			—			—			(2,382		)
Balance, end of period	$	5,261		$	5,929		$	5,261		$	5,929		$	4,700		$	5,348	$	4,700		$	5,348

The credit loss component of the impairment loss represents the difference between the present value of expected future cash flows and the amortized cost basis of the security prior to considering credit losses. The beginning balance represents the credit loss component for debt securities for which other-than-temporary impairment occurred prior to each period presented. The credit loss component increases if other-than-temporary impairments (initial and subsequent) are recognized in earnings for credit impaired debt securities. The credit loss component is reduced if (i) Valley receives cash flows in excess of what it expected to receive over the remaining life of the credit impaired debt security, (ii) the security matures, (iii) the security is fully written down, or (iv) Valley sells, intends to sell or believes it will be required to sell previously credit impaired debt securities.

Realized Gains and Losses

Gross gains ~~(losses)~~and losses realized on sales, maturities and other investment securities transactions ~~related to investment securities~~ included in earnings were immaterial for the three and ~~nine~~six months ended ~~September~~June 30, ~~2016~~2017 and ~~2015 were as follows:~~2016.

Three Months Ended
September 30, Nine Months Ended
September 30,
2016 2015 2016 2015
(in thousands)
Sales transactions:
Gross gains $ —
$ —
$ 271
$ 3,274
Gross losses —
—
—
(947 )
—
—
271
2,327
Maturities and other securities transactions:
Gross gains 2
158
2
287
Gross losses (12 ) (1 ) (15 ) (133 )
(10 ) 157
(13 ) 154
Total (losses) gains on securities transactions, net $ (10 ) $ 157
$ 258
$ 2,481

Valley recognized gross gains from sales transactions of investment securities totaling $3.3 million for the nine months ended September 30, 2015 due to the sale of corporate debt securities and trust preferred securities with amortized cost totaling $25.9 million. These transactions included a corporate debt security classified as held to maturity and a previously impaired pooled trust preferred security with amortized costs of $9.8 million and $2.6 million, respectively. Additionally, Valley recognized $947 thousand of gross losses during the nine months ended September 30, 2015 primarily due to the sale of mostly trust preferred securities with a total amortized cost of $8.3 million. The vast majority of the sales of investment securities were due to an investment portfolio re-balancing during the third quarter of 2015 due to changes in our regulatory capital calculation under the new Basel III regulatory capital reform (effective for Valley on January 1, 2015). Under ASC Topic 320, “Investments - Debt and Equity Securities,” the sale of held to

~~maturity securities based upon the change in capital requirements is permitted without tainting the remaining held to maturity investment portfolio.~~

Note 8.7. Loans

The detail of the loan portfolio as of ~~September~~June 30, ~~2016~~2017 and December 31, ~~2015~~2016 was as follows:


	September 30, 2016						December 31, 2015						June 30, 2017						December 31, 2016
	Non-PCI Loans		PCI Loans*		Total		Non-PCI Loans		PCI Loans*		Total		Non-PCI Loans		PCI Loans*		Total		Non-PCI Loans		PCI Loans*		Total
	(in thousands)												(in thousands)
Loans:
Commercial and industrial	$	2,266,420	$	292,548	$	2,558,968	$	2,156,549	$	383,942	$	2,540,491	$	2,417,924	$	213,388	$	2,631,312	$	2,357,018	$	281,177	$	2,638,195
Commercial real estate:
Commercial real estate	7,178,836		1,135,019		8,313,855		6,069,532		1,355,104		7,424,636		8,201,235		1,029,279		9,230,514		7,628,328		1,091,339		8,719,667
Construction	670,801		131,767		802,568		607,694		147,253		754,947		825,196		55,877		881,073		710,266		114,680		824,946
Total commercial real estate loans	7,849,637		1,266,786		9,116,423		6,677,226		1,502,357		8,179,583		9,026,431		1,085,156		10,111,587		8,338,594		1,206,019		9,544,613
Residential mortgage	2,637,311		188,819		2,826,130		2,912,079		218,462		3,130,541		2,569,500		155,277		2,724,777		2,684,195		183,723		2,867,918
Consumer:
Home equity	377,682		99,138		476,820		391,809		119,394		511,203		369,372		81,138		450,510		376,213		92,796		469,009
Automobile	1,121,430		176		1,121,606		1,238,826		487		1,239,313		1,150,217		126		1,150,343		1,139,082		145		1,139,227
Other consumer	524,540		9,648		534,188		426,147		15,829		441,976		635,847		6,384		642,231		569,499		7,642		577,141
Total consumer loans	2,023,652		108,962		2,132,614		2,056,782		135,710		2,192,492		2,155,436		87,648		2,243,084		2,084,794		100,583		2,185,377
Total loans	$	14,777,020	$	1,857,115	$	16,634,135	$	13,802,636	$	2,240,471	$	16,043,107	$	16,169,291	$	1,541,469	$	17,710,760	$	15,464,601	$	1,771,502	$	17,236,103


*	PCI loans include covered loans (mostly consisting of residential mortgage and commercial real estate loans) totaling ~~$76.0~~$44.5 million and ~~$122.3~~$70.4 million at ~~September~~June 30, ~~2016~~2017 and December 31, ~~2015,~~2016, respectively.

Total ~~non-covered~~ loans (excluding PCI covered loans) include net unearned premiums and deferred loan costs of ~~$10.5~~$16.7 million and ~~$3.5~~$15.3 million at ~~September~~June 30, ~~2016~~2017 and December 31, ~~2015,~~2016, respectively. The outstanding balances (representing contractual balances owed to Valley) for PCI loans totaled ~~$2.0~~$1.7 billion and ~~$2.4~~$1.9 billion at ~~September~~June 30, ~~2016~~2017 and December 31, ~~2015,~~2016, respectively.

Valley transferred ~~$174.5~~$225.5 million of residential mortgage loans from the loan portfolio to loans held for sale during the ~~three~~six months ended ~~September~~June 30, ~~2016.~~2017. Exclusive of such transfers, there were no sales of loans from the held for investment portfolio during the three and ~~nine~~six months ended ~~September~~June 30, ~~2016~~2017 and ~~2015.~~2016.

Purchased Credit-Impaired Loans (Including Covered Loans)

PCI loans are accounted for in accordance with ASC Subtopic 310-30 and are initially recorded at fair value (as determined by the present value of expected future cash flows) with no valuation allowance (i.e., the allowance for loan losses), and aggregated and accounted for as pools of loans based on common risk characteristics. The difference between the undiscounted cash flows expected at acquisition and the initial carrying amount (fair value) of the PCI loans, or the “accretable yield,” is recognized as interest income utilizing the level-yield method over the life of each pool. Contractually required payments for interest and principal that exceed the undiscounted cash flows expected at acquisition, or the “non-accretable difference,” are not recognized as a yield adjustment, as a loss accrual or a valuation allowance. Reclassifications of the non-accretable difference to the accretable yield may occur subsequent to the loan acquisition dates due to increases in expected cash flows of the loan pools. Valley's PCI loan portfolio included covered loans (i.e., loans in which the Bank will share losses with the FDIC under loss-sharing agreements) totaling ~~$76.0~~$44.5 million and ~~$122.3~~$70.4 million at ~~September~~June 30, ~~2016~~2017 and December 31, ~~2015,~~2016, respectively.

The following table presents changes in the accretable yield for PCI loans during the three and ~~nine~~six months ended ~~September~~June 30, ~~2016~~2017 and ~~2015:~~2016:


	Three Months Ended September 30,						Nine Months Ended September 30,						Three Months Ended June 30,						Six Months Ended June 30,
	2016			2015			2016			2015			2017			2016			2017			2016
	(in thousands)												(in thousands)
Balance, beginning of period	$	355,601		$	282,101		$	415,179		$	336,208		$	269,831		$	387,120		$	294,514		$	415,179
Accretion	(26,730		)	(24,814		)	(86,308		)	(78,921		)	(23,553		)	(31,519		)	(48,236		)	(59,578		)
Balance, end of period	$	328,871		$	257,287		$	328,871		$	257,287		$	246,278		$	355,601		$	246,278		$	355,601

FDIC Loss-Share Receivable

The receivable arising from the loss-sharing agreements with the FDIC is measured separately from the covered loan portfolio because the agreements are not contractually part of the covered loans and are not transferable should the Bank choose to dispose of the covered loans. The FDIC loss share receivable (which is included in other assets on Valley's consolidated statements of financial condition) totaled ~~$7.7~~$7.1 million and ~~$8.3~~$7.2 million at ~~September~~June 30, ~~2016~~2017 and December 31, ~~2015,~~2016, respectively. The aggregate effect of changes in the FDIC loss-share receivable was a net reduction in non-interest income of $313 thousand and $55 thousand for the three months ended September 30, 2016 and 2015, respectively, and $872 thousand and $3.4 million for the nine months ended September 30, 2016 and 2015, respectively. The larger net reduction during the nine months ended September 30, 2015 was mainly caused by the prospective recognition of the effect of additional cash flows from certain loan pools which were covered by commercial loan loss-sharing agreements that expired in March 2015.

Credit Risk Management

For all of its loan types, Valley adheres to a credit policy designed to minimize credit risk while generating the maximum income given the level of risk. Management reviews and approves these policies and procedures on a regular basis with subsequent approval by the Board of Directors annually. Credit authority relating to a significant dollar percentage of the overall portfolio is centralized and controlled by the Credit Risk Management Division and by the Credit Committee. Valley closely monitors economic conditions and loan performance trends to manage and evaluate its exposure to credit risk. A reporting system supplements the management review process by providing management with frequent reports concerning loan production, loan quality, internal loan classification, concentrations of credit, loan delinquencies, non-performing, and potential problem loans. Loan portfolio diversification is an important factor utilized by Valley to manage its risk across business sectors and through cyclical economic circumstances.

Credit Quality

The following table presents past due, non-accrual and current loans (excluding PCI loans, which are accounted for on a pool basis, and non-performing loans held for sale) by loan portfolio class at ~~September~~June 30, ~~2016~~2017 and December 31, ~~2015:~~2016:


	Past Due and Non-Accrual Loans														Past Due and Non-Accrual Loans
	30-59 Days Past Due Loans		60-89 Days Past Due Loans		Accruing Loans 90 Days or More Past Due		Non-Accrual Loans		Total Past Due Loans		Current Non-PCI Loans		Total Non-PCI Loans		30-59 Days Past Due Loans		60-89 Days Past Due Loans		Accruing Loans 90 Days or More Past Due		Non-Accrual Loans		Total Past Due Loans		Current Non-PCI Loans		Total Non-PCI Loans
	(in thousands)														(in thousands)
September 30, 2016
June 30, 2017
Commercial and industrial	$	4,306	$	788	$	145	$	7,875	$	13,114	$	2,253,306	$	2,266,420	$	2,391	$	2,686	$	—	$	11,072	$	16,149	$	2,401,775	$	2,417,924
Commercial real estate:
Commercial real estate	9,385		4,291		478		14,452		28,606		7,150,230		7,178,836		6,983		8,233		2,315		15,514		33,045		8,168,190		8,201,235
Construction	—		—		1,881		1,136		3,017		667,784		670,801		—		854		2,879		1,334		5,067		820,129		825,196
Total commercial real estate loans	9,385		4,291		2,359		15,588		31,623		7,818,014		7,849,637		6,983		9,087		5,194		16,848		38,112		8,988,319		9,026,431
Residential mortgage	9,982		2,733		590		14,013		27,318		2,609,993		2,637,311		4,677		1,721		3,353		12,825		22,576		2,546,924		2,569,500
Consumer loans:
Home equity	693		527		—		820		2,040		375,642		377,682		988		229		—		1,306		2,523		366,849		369,372
Automobile	2,110		619		226		145		3,100		1,118,330		1,121,430		3,242		774		255		103		4,374		1,145,843		1,150,217
Other consumer	343		88		—		—		431		524,109		524,540		163		4		20		—		187		635,660		635,847
Total consumer loans	3,146		1,234		226		965		5,571		2,018,081		2,023,652		4,393		1,007		275		1,409		7,084		2,148,352		2,155,436
Total	$	26,819	$	9,046	$	3,320	$	38,441	$	77,626	$	14,699,394	$	14,777,020	$	18,444	$	14,501	$	8,822	$	42,154	$	83,921	$	16,085,370	$	16,169,291
December 31, 2015
December 31, 2016
Commercial and industrial	$	3,920	$	524	$	213	$	10,913	$	15,570	$	2,140,979	$	2,156,549	$	6,705	$	5,010	$	142	$	8,465	$	20,322	$	2,336,696	$	2,357,018
Commercial real estate:
Commercial real estate	2,684		—		131		24,888		27,703		6,041,829		6,069,532		5,894		8,642		474		15,079		30,089		7,598,239		7,628,328
Construction	1,876		2,799		—		6,163		10,838		596,856		607,694		6,077		—		1,106		715		7,898		702,368		710,266
Total commercial real estate loans	4,560		2,799		131		31,051		38,541		6,638,685		6,677,226		11,971		8,642		1,580		15,794		37,987		8,300,607		8,338,594
Residential mortgage	6,681		1,626		1,504		17,930		27,741		2,884,338		2,912,079		12,005		3,564		1,541		12,075		29,185		2,655,010		2,684,195
Consumer loans:
Home equity	1,308		111		—		2,088		3,507		388,302		391,809		929		415		—		1,028		2,372		373,841		376,213
Automobile	1,969		491		164		118		2,742		1,236,084		1,238,826		3,192		723		188		146		4,249		1,134,833		1,139,082
Other consumer	71		24		44		—		139		426,008		426,147		76		9		21		—		106		569,393		569,499
Total consumer loans	3,348		626		208		2,206		6,388		2,050,394		2,056,782		4,197		1,147		209		1,174		6,727		2,078,067		2,084,794
Total	$	18,509	$	5,575	$	2,056	$	62,100	$	88,240	$	13,714,396	$	13,802,636	$	34,878	$	18,363	$	3,472	$	37,508	$	94,221	$	15,370,380	$	15,464,601

Impaired loans. Impaired loans, consisting of non-accrual commercial and industrial loans and commercial real estate loans over $250 thousand and all loans which were modified in troubled debt restructuring, are individually evaluated for impairment. PCI loans are not classified as impaired loans because they are accounted for on a pool basis.

The following table presents the information about impaired loans by loan portfolio class at ~~September~~June 30, ~~2016~~2017 and December 31, ~~2015:~~2016:


	Recorded Investment With No Related Allowance		Recorded Investment With Related Allowance		Total Recorded Investment		Unpaid Contractual Principal Balance		Related Allowance		Recorded Investment With No Related Allowance		Recorded Investment With Related Allowance		Total Recorded Investment		Unpaid Contractual Principal Balance		Related Allowance
	(in thousands)										(in thousands)
September 30, 2016
June 30, 2017
Commercial and industrial	$	4,312	$	22,816	$	27,128	$	34,156	$	3,506	$	3,933	$	56,304	$	60,237	$	65,809	$	6,746
Commercial real estate:
Commercial real estate	20,428		42,363		62,791		65,076		4,152		32,641		30,629		63,270		65,333		2,751
Construction	1,972		4,326		6,298		6,298		423		679		2,067		2,746		2,746		218
Total commercial real estate loans	22,400		46,689		69,089		71,374		4,575		33,320		32,696		66,016		68,079		2,969
Residential mortgage	8,706		9,802		18,508		19,983		708		8,464		7,725		16,189		17,488		582
Consumer loans:
Home equity	214		1,509		1,723		1,820		210		2,888		663		3,551		3,643		51
Total consumer loans	214		1,509		1,723		1,820		210		2,888		663		3,551		3,643		51
Total	$	35,632	$	80,816	$	116,448	$	127,333	$	8,999	$	48,605	$	97,388	$	145,993	$	155,019	$	10,348
December 31, 2015
December 31, 2016
Commercial and industrial	$	7,863	$	17,851	$	25,714	$	33,071	$	3,439	$	3,609	$	27,031	$	30,640	$	35,957	$	5,864
Commercial real estate:
Commercial real estate	30,113		37,440		67,553		71,263		3,354		21,318		36,974		58,292		60,267		3,612
Construction	8,847		5,530		14,377		14,387		317		1,618		2,379		3,997		3,997		260
Total commercial real estate loans	38,960		42,970		81,930		85,650		3,671		22,936		39,353		62,289		64,264		3,872
Residential mortgage	7,842		14,770		22,612		24,528		1,377		8,398		9,958		18,356		19,712		725
Consumer loans:
Home equity	263		1,869		2,132		2,224		295		1,182		2,352		3,534		3,626		70
Total consumer loans	263		1,869		2,132		2,224		295		1,182		2,352		3,534		3,626		70
Total	$	54,928	$	77,460	$	132,388	$	145,473	$	8,782	$	36,125	$	78,694	$	114,819	$	123,559	$	10,531

The following tables present by loan portfolio class, the average recorded investment and interest income recognized on impaired loans for the three and ~~nine~~six months ended ~~September~~June 30, ~~2016~~2017 and ~~2015:~~2016:


	Three Months Ended September 30,								Three Months Ended June 30,
	2016				2015				2017				2016
	Average Recorded Investment		Interest Income Recognized		Average Recorded Investment		Interest Income Recognized		Average Recorded Investment		Interest Income Recognized		Average Recorded Investment		Interest Income Recognized
	(in thousands)								(in thousands)
Commercial and industrial	$	31,499	$	293	$	28,892	$	232	$	46,283	$	288	$	24,157	$	194
Commercial real estate:
Commercial real estate	58,117		513		76,509		538		60,119		483		70,194		475
Construction	6,635		37		20,007		139		2,759		20		10,027		53
Total commercial real estate loans	64,752		550		96,516		677		62,878		503		80,221		528
Residential mortgage	20,193		225		25,336		208		17,555		184		22,922		234
Consumer loans:
Home equity	2,253		25		4,275		43		4,799		34		3,071		20
Total consumer loans	2,253		25		4,275		43		4,799		34		3,071		20
Total	$	118,697	$	1,093	$	155,019	$	1,160	$	131,515	$	1,009	$	130,371	$	976


	Nine Months Ended September 30,								Six Months Ended June 30,
	2016				2015				2017				2016
	Average Recorded Investment		Interest Income Recognized		Average Recorded Investment		Interest Income Recognized		Average Recorded Investment		Interest Income Recognized		Average Recorded Investment		Interest Income Recognized
	(in thousands)								(in thousands)
Commercial and industrial	$	28,008	$	727	$	27,570	$	689	$	38,371	$	596	$	26,244	$	434
Commercial real estate:
Commercial real estate	66,871		1,627		76,900		1,918		57,722		808		71,296		1,114
Construction	8,814		138		16,066		415		2,728		39		9,915		101
Total commercial real estate loans	75,685		1,765		92,966		2,333		60,450		847		81,211		1,215
Residential mortgage	22,232		660		23,261		707		18,974		392		23,262		436
Consumer loans:
Home equity	2,560		68		4,125		111		4,847		74		2,715		43
Total consumer loans	2,560		68		4,125		111		4,847		74		2,715		43
Total	$	128,485	$	3,220	$	147,922	$	3,840	$	122,642	$	1,909	$	133,432	$	2,128

Interest income recognized on a cash basis (included in the table above) was immaterial for the three and ~~nine~~six months ended ~~September~~June 30, ~~2016~~2017 and ~~2015.~~2016.

Troubled debt restructured loans. From time to time, Valley may extend, restructure, or otherwise modify the terms of existing loans, on a case-by-case basis, to remain competitive and retain certain customers, as well as assist other customers who may be experiencing financial difficulties. If the borrower is experiencing financial difficulties and a concession has been made at the time of such modification, the loan is classified as a troubled debt restructured loan (TDR). Valley’s PCI loans are excluded from the TDR disclosures below because they are evaluated for impairment on a pool by pool basis. When an individual PCI loan within a pool is modified as a TDR, it is not removed from its pool. All TDRs are classified as impaired loans and are included in the impaired loan disclosures above.

The majority of the concessions made for TDRs involve lowering the monthly payments on loans through either a reduction in interest rate below a market rate, an extension of the term of the loan without a corresponding adjustment to the risk premium reflected in the interest rate, or a combination of these two methods. The concessions rarely result in the forgiveness of principal or accrued interest. In addition, Valley frequently obtains additional collateral or guarantor support when modifying such loans. If the borrower has demonstrated performance under the previous terms of the loan and Valley’s underwriting process shows the borrower has the capacity to continue to perform under the restructured terms, the loan will continue to accrue interest. Non-accruing restructured loans may be returned to accrual status when there has been a sustained period of repayment performance (generally six consecutive months of payments) and both principal and interest are deemed collectible.

Performing TDRs (not reported as non-accrual loans) totaled ~~$81.1~~$109.8 million and ~~$77.6~~$85.2 million as of ~~September~~June 30, ~~2016~~2017 and December 31, ~~2015,~~2016, respectively. Non-performing TDRs totaled ~~$13.0~~$15.8 million and ~~$21.0~~$10.6 million as of ~~September~~June 30, ~~2016~~2017 and December 31, ~~2015,~~2016, respectively.

The following tables present loans by loan portfolio class modified as TDRs during the three and ~~nine~~six months ended ~~September~~June 30, ~~2016~~2017 and ~~2015.~~2016. The pre-modification and post-modification outstanding recorded investments disclosed in the table below represent the loan carrying amounts immediately prior to the modification and the carrying amounts at ~~September~~June 30, ~~2016~~2017 and ~~2015,~~2016, respectively.

Three Months Ended
September 30, 2016 Three Months Ended
September 30, 2015
Troubled Debt Restructurings
Number
of
Contracts

Pre-Modification
Outstanding
Recorded
Investment

Post-Modification
Outstanding
Recorded
Investment

Number
of
Contracts

Pre-Modification
Outstanding
Recorded
Investment

Post-Modification
Outstanding
Recorded
Investment
($ in thousands)
Commercial and industrial 7
$ 6,389
$ 6,248
2
$ 1,530
$ 1,530
Commercial real estate:
Commercial real estate 1
1,667
1,870
—
—
—
Construction 2
2,078
2,078
2
4,974
3,451
Total commercial real estate 3
3,745
3,948
2
4,974
3,451
Residential mortgage 1
78
77
3
1,080
1,050
Consumer 1
23
18
—
—
—
Total 12
$ 10,235
$ 10,291
7
$ 7,584
$ 6,031


	Nine Months Ended September 30, 2016					Nine Months Ended September 30, 2015					Three Months Ended June 30, 2017					Three Months Ended June 30, 2016
Troubled Debt Restructurings	Number of Contracts	Pre-Modification Outstanding Recorded Investment		Post-Modification Outstanding Recorded Investment		Number of Contracts	Pre-Modification Outstanding Recorded Investment		Post-Modification Outstanding Recorded Investment		Number of Contracts	Pre-Modification Outstanding Recorded Investment		Post-Modification Outstanding Recorded Investment		Number of Contracts	Pre-Modification Outstanding Recorded Investment		Post-Modification Outstanding Recorded Investment
	($ in thousands)										($ in thousands)
Commercial and industrial	12	$	11,700	$	11,088	12	$	4,621	$	4,081	47	$	40,077	$	38,367	4	$	5,079	$	4,094
Commercial real estate:
Commercial real estate	4	8,325		8,174		4	6,562		6,444		5	23,604		23,604		2	6,111		6,077
Construction	2	2,079		2,078		3	5,474		4,635		—	—		—		—	—		—
Total commercial real estate	6	10,404		10,252		7	12,036		11,079		5	23,604		23,604		2	6,111		6,077
Residential mortgage	8	2,300		2,271		6	2,458		2,420		2	549		545		5	1,830		1,826
Consumer	2	77		69		1	1,081		1,072
Total	28	$	24,481	$	23,680	26	$	20,196	$	18,652	54	$	64,230	$	62,516	11	$	13,020	$	11,997



	Six Months Ended June 30, 2017					Six Months Ended June 30, 2016
Troubled Debt Restructurings	Number of Contracts	Pre-Modification Outstanding Recorded Investment		Post-Modification Outstanding Recorded Investment		Number of Contracts	Pre-Modification Outstanding Recorded Investment		Post-Modification Outstanding Recorded Investment
	($ in thousands)
Commercial and industrial	53	$	46,315	$	43,660	6	$	6,456	$	5,437
Commercial real estate:
Commercial real estate	6	23,782		23,777		3	6,658		6,388
Construction	1	560		480		—	—		—
Total commercial real estate	7	24,342		24,257		3	6,658		6,388
Residential mortgage	5	1,170		1,167		7	2,222		2,206
Consumer	—	—		—		1	55		53
Total	65	$	71,827	$	69,084	17	$	15,391	$	14,084

~~The TDR concessions made during the three and nine months ended September 30, 2016 and 2015 were mainly extensions of the loan terms.~~ The total TDRs presented in the above table had allocated specific reserves for loan losses totaling ~~$2.4~~$5.3 million and ~~$602 thousand~~$2.1 million at ~~September~~June 30, ~~2016~~2017 and ~~2015,~~2016, respectively. These specific reserves are included in the allowance for loan losses for loans individually evaluated for impairment disclosed in Note 9.8. One commercial and industrial TDR loan totaling $209 thousand was fully charged-off during the ~~nine~~six months ended ~~September~~June 30, 2016. There were no charge-offs related to TDR modifications during the ~~third quarters of 2016~~three and ~~2015 and the nine~~six months ended ~~September~~June 30, ~~2015.~~2017.

~~We had four of residential~~The following table presents non-PCI loans modified as TDRs within the previous 12 months for which there was a payment default (90 days or more past due) ~~totaling $1.1 million~~ during the three and ~~nine~~six months ended ~~September~~June 30, ~~2016~~2017 and ~~none for the three and nine months ended September 30, 2015.~~2016.



	Three Months Ended June 30, 2017			Three Months Ended June 30, 2016
Troubled Debt Restructurings Subsequently Defaulted	Number of Contracts	Recorded Investment		Number of Contracts	Recorded Investment
	($ in thousands)
Commercial and industrial	6	$	5,358	—	$	—
Commercial real estate	—	—		2	1,070
Residential mortgage	—	—		1	74
Consumer	—	—		1	30
Total	6	$	5,358	4	$	1,174



	Six Months Ended June 30, 2017			Six Months Ended June 30, 2016
Troubled Debt Restructurings Subsequently Defaulted	Number of Contracts	Recorded Investment		Number of Contracts	Recorded Investment
	($ in thousands)
Commercial and industrial	7	$	5,433	—	$	—
Commercial real estate	1	736		1	214
Residential mortgage	1	153		1	74
Consumer	—	—		1	30
Total	9	$	6,322	3	$	318

Credit quality indicators. Valley utilizes an internal loan classification system as a means of reporting problem loans within commercial and industrial, commercial real estate, and construction loan portfolio classes. Under Valley’s internal risk rating system, loan relationships could be classified as “Pass,” “Special Mention,” “Substandard,” “Doubtful,” and “Loss.” Substandard loans include loans that exhibit well-defined weakness and are characterized by the distinct possibility that Valley will sustain some loss if the deficiencies are not corrected. Loans classified as Doubtful have all the weaknesses inherent in those classified as Substandard with the added characteristic that the weaknesses present make collection or liquidation in full, based on currently existing facts, conditions and values, highly questionable and improbable. Loans classified as Loss are those considered uncollectible with insignificant value and are charged-off immediately to the allowance for loan losses, and, therefore, not presented in the table below. Loans that do not currently pose a sufficient risk to warrant classification in one of the aforementioned categories, but pose weaknesses that deserve management’s close attention are deemed Special Mention. Loans rated as Pass do not currently pose any identified risk and can range from the highest to average quality, depending on the degree of potential risk. Risk ratings are updated any time the situation warrants.

The following table presents the risk category of loans (excluding PCI loans) by class of loans at ~~September~~June 30, ~~2016~~2017 and December 31, ~~2015.~~ 2016.


Credit exposure - by internally assigned risk rating	Pass		Special Mention		Substandard		Doubtful		Total Non-PCI Loans		Pass		Special Mention		Substandard		Doubtful		Total Non-PCI Loans
	(in thousands)										(in thousands)
September 30, 2016
June 30, 2017
Commercial and industrial	$	2,158,585	$	46,209	$	59,972	$	1,654	$	2,266,420	$	2,237,178	$	76,419	$	98,034	$	6,293	$	2,417,924
Commercial real estate	7,015,861		79,331		83,644		—		7,178,836		8,063,898		51,960		85,377		—		8,201,235
Construction	667,008		100		3,693		—		670,801		822,602		364		2,230		—		825,196
Total	$	9,841,454	$	125,640	$	147,309	$	1,654	$	10,116,057	$	11,123,678	$	128,743	$	185,641	$	6,293	$	11,444,355
December 31, 2015
December 31, 2016
Commercial and industrial	$	2,049,752	$	68,243	$	36,254	$	2,300	$	2,156,549	$	2,246,457	$	44,316	$	64,649	$	1,596	$	2,357,018
Commercial real estate	5,893,354		79,279		96,899		—		6,069,532		7,486,469		57,591		84,268		—		7,628,328
Construction	596,530		1,102		10,062		—		607,694		708,070		200		1,996		—		710,266
Total	$	8,539,636	$	148,624	$	143,215	$	2,300	$	8,833,775	$	10,440,996	$	102,107	$	150,913	$	1,596	$	10,695,612

For residential mortgages, automobile, home equity and other consumer loan portfolio classes (excluding PCI loans), Valley also evaluates credit quality based on the aging status of the loan, which was previously presented, and by payment activity.

The following table presents the recorded investment in those loan classes based on payment activity as of ~~September~~June 30, ~~2016~~2017 and December 31, ~~2015:~~2016:


Credit exposure - by payment activity	Performing Loans		Non-Performing Loans		Total Non-PCI Loans		Performing Loans		Non-Performing Loans		Total Non-PCI Loans
	(in thousands)						(in thousands)
September 30, 2016
June 30, 2017
Residential mortgage	$	2,623,298	$	14,013	$	2,637,311	$	2,556,675	$	12,825	$	2,569,500
Home equity	376,862		820		377,682		368,066		1,306		369,372
Automobile	1,121,285		145		1,121,430		1,150,114		103		1,150,217
Other consumer	524,540		—		524,540		635,847		—		635,847
Total	$	4,645,985	$	14,978	$	4,660,963	$	4,710,702	$	14,234	$	4,724,936
December 31, 2015
December 31, 2016
Residential mortgage	$	2,894,149	$	17,930	$	2,912,079	$	2,672,120	$	12,075	$	2,684,195
Home equity	389,721		2,088		391,809		375,185		1,028		376,213
Automobile	1,238,708		118		1,238,826		1,138,936		146		1,139,082
Other consumer	426,147		—		426,147		569,499		—		569,499
Total	$	4,948,725	$	20,136	$	4,968,861	$	4,755,740	$	13,249	$	4,768,989

Valley evaluates the credit quality of its PCI loan pools based on the expectation of the underlying cash flows of each pool, derived from the aging status and by payment activity of individual loans within the pool. The following table presents the recorded investment in PCI loans by class based on individual loan payment activity as of ~~September~~June 30, ~~2016~~2017 and December 31, ~~2015.~~2016.


Credit exposure - by payment activity	Performing Loans		Non-Performing Loans		Total PCI Loans		Performing Loans		Non-Performing Loans		Total PCI Loans
	(in thousands)						(in thousands)
September 30, 2016
June 30, 2017
Commercial and industrial	$	283,759	$	8,789	$	292,548	$	201,297	$	12,091	$	213,388
Commercial real estate	1,123,123		11,896		1,135,019		1,014,923		14,356		1,029,279
Construction	130,442		1,325		131,767		54,775		1,102		55,877
Residential mortgage	185,790		3,029		188,819		150,031		5,246		155,277
Consumer	103,946		5,016		108,962		86,728		920		87,648
Total	$	1,827,060	$	30,055	$	1,857,115	$	1,507,754	$	33,715	$	1,541,469
December 31, 2015
December 31, 2016
Commercial and industrial	$	373,665	$	10,277	$	383,942	$	272,483	$	8,694	$	281,177
Commercial real estate	1,342,030		13,074		1,355,104		1,080,376		10,963		1,091,339
Construction	141,547		5,706		147,253		113,370		1,310		114,680
Residential mortgage	214,713		3,749		218,462		179,793		3,930		183,723
Consumer	129,891		5,819		135,710		98,469		2,114		100,583
Total	$	2,201,846	$	38,625	$	2,240,471	$	1,744,491	$	27,011	$	1,771,502

Other real estate owned (OREO) totaled ~~$11.3~~$10.2 million at both June 30, 2017 and ~~$19.0 million~~December 31, 2016 (including ~~$1.0 million and $5.0 million~~$558 thousand of OREO properties which are subject to loss-sharing agreements with the ~~FDIC)~~FDIC at ~~September 30, 2016 and~~ December 31, ~~2015, respectively.~~2016). There were no covered OREO properties at June 30, 2017. OREO included foreclosed residential real estate properties totaling ~~$7.4~~$2.3 million and ~~$7.0~~$1.6 million at ~~September~~June 30, ~~2016~~2017 and December 31, ~~2015,~~2016, respectively. Residential mortgage and consumer loans secured by residential real estate properties for which formal foreclosure proceedings are in process totaled ~~$7.7~~$6.2 million and ~~$12.3~~$7.1 million at ~~September~~June 30, ~~2016~~2017 and December 31, ~~2015,~~2016, respectively.

Note 9.8. Allowance for Credit Losses

The allowance for credit losses consists of the allowance for loan losses and the allowance for unfunded letters of credit. Management maintains the allowance for credit losses at a level estimated to absorb probable loan losses of the loan portfolio and unfunded letter of credit commitments at the balance sheet date. The allowance for loan losses is based on ongoing evaluations of the probable estimated losses inherent in the loan portfolio, including unexpected additional credit impairment of PCI loan pools subsequent to acquisition. There was no allowance allocation for PCI loan losses at June 30, 2017 and December 31, 2016.

The following table summarizes the allowance for credit losses at ~~September~~June 30, ~~2016~~2017 and December 31, ~~2015:~~2016:


	September 30, 2016		December 31, 2015		June 30, 2017		December 31, 2016
	(in thousands)				(in thousands)
Components of allowance for credit losses:
Allowance for loan losses	$	110,697	$	106,178	$	116,446	$	114,419
Allowance for unfunded letters of credit	2,217		2,189		2,175		2,185
Total allowance for credit losses	$	112,914	$	108,367	$	118,621	$	116,604

The following table summarizes the provision for credit losses for the periods indicated:


	Three Months Ended September 30,					Nine Months Ended September 30,				Three Months Ended June 30,					Six Months Ended June 30,
	2016			2015		2016		2015		2017			2016		2017			2016
	(in thousands)									(in thousands)
Components of provision for credit losses:
Provision for loan losses	$	5,949		$	—	$	8,041	$	4,382	$	3,710		$	1,363	$	6,112		$	2,092
Provision for unfunded letters of credit	(109		)	94		28		212		(78		)	66		(10		)	137
Total provision for credit losses	$	5,840		$	94	$	8,069	$	4,594	$	3,632		$	1,429	$	6,102		$	2,229

The following ~~tables detail~~table details activity in the allowance for loan losses by portfolio segment for the three and ~~nine~~six months ended ~~September~~June 30, ~~2016~~2017 and ~~2015:~~2016:


	Commercial and Industrial			Commercial Real Estate			Residential Mortgage			Consumer			Unallocated			Total			Commercial and Industrial			Commercial Real Estate			Residential Mortgage			Consumer			Total
	(in thousands)																		(in thousands)
Three Months Ended September 30, 2016
Three Months Ended June 30, 2017
Allowance for loan losses:
Beginning balance	$	48,025		$	51,877		$	3,495		$	4,691		$	—		$	108,088		$	51,288		$	56,302		$	3,592		$	4,261		$	115,443
Loans charged-off	(3,763		)	—			(518		)	(782		)	—			(5,063		)	(2,910		)	(139		)	(229		)	(1,011		)	(4,289		)
Charged-off loans recovered	902			44			495			282			—			1,723			312			640			235			395			1,582
Net (charge-offs) recoveries	(2,861		)	44			(23		)	(500		)	—			(3,340		)	(2,598		)	501			6			(616		)	(2,707		)
Provision for loan losses	5,588			539			(94		)	(84		)				5,949			2,927			(1,348		)	588			1,543			3,710
Ending balance	$	50,752		$	52,460		$	3,378		$	4,107		$	—		$	110,697		$	51,617		$	55,455		$	4,186		$	5,188		$	116,446
Three Months Ended September 30, 2015
Three Months Ended June 30, 2016
Allowance for loan losses:
Beginning balance	$	41,714		$	44,185		$	5,055		$	5,542		$	6,339		$	102,835		$	48,417		$	48,454		$	4,209		$	4,335		$	105,415
Loans charged-off	(1,124		)	(40		)	(111		)	(734		)	—			(2,009		)	(493		)	(414		)	(151		)	(697		)	(1,755		)
Charged-off loans recovered	2,550			536			151			488			—			3,725			990			1,458			94			523			3,065
Net recoveries (charge-offs)	1,426			496			40			(246		)	—			1,716			497			1,044			(57		)	(174		)	1,310
Provision for loan losses	4,397			(2,403		)	(546		)	(829		)	(619		)	—			(889		)	2,379			(657		)	530			1,363
Ending balance	$	47,537		$	42,278		$	4,549		$	4,467		$	5,720		$	104,551		$	48,025		$	51,877		$	3,495		$	4,691		$	108,088

Commercial
and Industrial

Commercial
Real Estate

Residential
Mortgage
Consumer Unallocated Total
(in thousands)
Nine Months Ended
September 30, 2016
Allowance for loan losses:
Beginning balance $ 48,767
$ 48,006
$ 4,625
$ 4,780
$ —
$ 106,178
Loans charged-off (5,507 ) (519 ) (750 ) (2,553 ) —
(9,329 )
Charged-off loans recovered 2,418
1,591
604
1,194
—
5,807
Net (charge-offs) recoveries (3,089 ) 1,072
(146 ) (1,359 ) —
(3,522 )
Provision for loan losses 5,074
3,382
(1,101 ) 686
—
8,041
Ending balance $ 50,752
$ 52,460
$ 3,378
$ 4,107
$ —
$ 110,697
Nine Months Ended
September 30, 2015
Allowance for loan losses:
Beginning balance $ 43,676
$ 42,840
$ 5,093
$ 5,179
$ 5,565
$ 102,353
Loans charged-off (5,103 ) (2,780 ) (499 ) (2,642 ) —
(11,024 )
Charged-off loans recovered 5,587
1,686
395
1,172
—
8,840
Net (charge-offs) recoveries 484
(1,094 ) (104 ) (1,470 ) —
(2,184 )
Provision for loan losses 3,377
532
(440 ) 758
155
4,382
Ending balance $ 47,537
$ 42,278
$ 4,549
$ 4,467
$ 5,720
$ 104,551

At December 31, 2015, Valley refined and enhanced its assessment of the adequacy of the allowance for loan losses, including both changes to look-back periods for certain portfolios, as well as enhancements to its qualitative factor framework. The enhancements were meant to increase the level of precision in the allowance for credit losses. As a result, Valley no longer has an “unallocated” segment in its allowance for credit losses, as the risks and uncertainties meant to be captured by the unallocated allowance have been included in the qualitative framework for the respective loan portfolio segment (reported in the tables above) at September 30, 2016. As such, the unallocated allowance has in essence been reallocated to the applicable portfolios based on the risks and uncertainties it was meant to capture.



	Commercial and Industrial			Commercial Real Estate			Residential Mortgage			Consumer			Total
	(in thousands)
Six Months Ended June 30, 2017
Allowance for loan losses:
Beginning balance	$	50,820		$	55,851		$	3,702		$	4,046		$	114,419
Loans charged-off	(4,624		)	(553		)	(359		)	(2,132		)	(7,668		)
Charged-off loans recovered	1,160			782			683			958			3,583
Net (charge-offs) recoveries	(3,464		)	229			324			(1,174		)	(4,085		)
Provision for loan losses	4,261			(625		)	160			2,316			6,112
Ending balance	$	51,617		$	55,455		$	4,186		$	5,188		$	116,446
Six Months Ended June 30, 2016
Allowance for loan losses:
Beginning balance	$	48,767		$	48,006		$	4,625		$	4,780		$	106,178
Loans charged-off	(1,744		)	(519		)	(232		)	(1,771		)	(4,266		)
Charged-off loans recovered	1,516			1,547			109			912			4,084
Net (charge-offs) recoveries	(228		)	1,028			(123		)	(859		)	(182		)
Provision for loan losses	(514		)	2,843			(1,007		)	770			2,092
Ending balance	$	48,025		$	51,877		$	3,495		$	4,691		$	108,088

The following table represents the allocation of the allowance for loan losses and the related loans by loan portfolio segment disaggregated based on the impairment methodology at ~~September~~June 30, ~~2016~~2017 and December 31, ~~2015.~~2016.


	Commercial and Industrial		Commercial Real Estate		Residential Mortgage		Consumer		Total		Commercial and Industrial		Commercial Real Estate		Residential Mortgage		Consumer		Total
	(in thousands)										(in thousands)
September 30, 2016
June 30, 2017
Allowance for loan losses:
Individually evaluated for impairment	$	3,506	$	4,575	$	708	$	210	$	8,999	$	6,746	$	2,969	$	582	$	51	$	10,348
Collectively evaluated for impairment	47,246		47,885		2,670		3,897		101,698		44,871		52,486		3,604		5,137		106,098
Total	$	50,752	$	52,460	$	3,378	$	4,107	$	110,697	$	51,617	$	55,455	$	4,186	$	5,188	$	116,446
Loans:
Individually evaluated for impairment	$	27,128	$	69,089	$	18,508	$	1,723	$	116,448	$	60,237	$	66,016	$	16,189	$	3,551	$	145,993
Collectively evaluated for impairment	2,239,292		7,780,548		2,618,803		2,021,929		14,660,572		2,357,687		8,960,415		2,553,311		2,151,885		16,023,298
Loans acquired with discounts related to credit quality	292,548		1,266,786		188,819		108,962		1,857,115		213,388		1,085,156		155,277		87,648		1,541,469
Total	$	2,558,968	$	9,116,423	$	2,826,130	$	2,132,614	$	16,634,135	$	2,631,312	$	10,111,587	$	2,724,777	$	2,243,084	$	17,710,760
December 31, 2015
December 31, 2016
Allowance for loan losses:
Individually evaluated for impairment	$	3,439	$	3,671	$	1,377	$	295	$	8,782	$	5,864	$	3,872	$	725	$	70	$	10,531
Collectively evaluated for impairment	45,328		44,335		3,248		4,485		97,396		44,956		51,979		2,977		3,976		103,888
Total	$	48,767	$	48,006	$	4,625	$	4,780	$	106,178	$	50,820	$	55,851	$	3,702	$	4,046	$	114,419
Loans:
Individually evaluated for impairment	$	25,714	$	81,930	$	22,612	$	2,132	$	132,388	$	30,640	$	62,289	$	18,356	$	3,534	$	114,819
Collectively evaluated for impairment	2,130,835		6,595,296		2,889,467		2,054,650		13,670,248		2,326,378		8,276,305		2,665,839		2,081,260		15,349,782
Loans acquired with discounts related to credit quality	383,942		1,502,357		218,462		135,710		2,240,471		281,177		1,206,019		183,723		100,583		1,771,502
Total	$	2,540,491	$	8,179,583	$	3,130,541	$	2,192,492	$	16,043,107	$	2,638,195	$	9,544,613	$	2,867,918	$	2,185,377	$	17,236,103

Note ~~10.~~9. Goodwill and Other Intangible Assets

~~The~~Goodwill totaled $690.6 million at both June 30, 2017 and December 31, 2016. There were no changes into the carrying ~~amount~~amounts of goodwill as allocated to ~~Valley's~~Valley’s business segments, or reporting units thereof, for goodwill impairment analysis ~~were:~~

Business Segment / Reporting Unit

Wealth
Management*

Consumer
Lending

Commercial
Lending

Investment
Management
Total
(in thousands)
Balance at December 31, 2015 $ 20,517
$ 199,119
$ 314,260
$ 152,443
$ 686,339
Goodwill from business combinations 701
697
1,416
436
3,250
Balance at September 30, 2016 $ 21,218
$ 199,816
$ 315,676
$ 152,879
$ 689,589


*	~~Valley’s Wealth Management Division is comprised of trust, asset management, and insurance services. This reporting unit is included in the Consumer Lending segment for financial reporting purposes.~~

~~Goodwill from business combinations,~~(as reported in Valley’s Annual Report on Form 10-K for the table above, includes the effect of the combined adjustments to the estimated fair values of the acquired assets (including core deposits presented in the table below) and liabilities as of the acquisition date of CNL, and goodwill related to the acquisition of certain assets from an independent insurance agency during the first quarter of 2016 (see Note 2 for further details)year ended December 31, 2016). There was no impairment of goodwill during the three and ~~nine~~six months ended ~~September~~June 30, ~~2016~~2017 and ~~2015.~~

2016.

The following table summarizes other intangible assets as of ~~September~~June 30, ~~2016~~2017 and December 31, ~~2015:~~2016:


	Gross Intangible Assets		Accumulated Amortization			Valuation Allowance			Net Intangible Assets		Gross Intangible Assets		Accumulated Amortization			Valuation Allowance			Net Intangible Assets
	(in thousands)										(in thousands)
September 30, 2016
June 30, 2017
Loan servicing rights	$	68,662	$	(51,301	)	$	(746	)	$	16,615	$	75,413	$	(54,253	)	$	(849	)	$	20,311
Core deposits	61,504		(36,230		)	—			25,274		43,396		(21,941		)	—			21,455
Other	4,087		(1,938		)	—			2,149		4,087		(2,153		)	—			1,934
Total other intangible assets	$	134,253	$	(89,469	)	$	(746	)	$	44,038	$	122,896	$	(78,347	)	$	(849	)	$	43,700
December 31, 2015
December 31, 2016
Loan servicing rights	$	75,932	$	(59,251	)	$	(289	)	$	16,392	$	73,002	$	(52,634	)	$	(900	)	$	19,468
Core deposits	62,714		(31,934		)	—			30,780		61,504		(37,562		)	—			23,942
Other	4,374		(2,664		)	—			1,710		4,087		(2,013		)	—			2,074
Total other intangible assets	$	143,020	$	(93,849	)	$	(289	)	$	48,882	$	138,593	$	(92,209	)	$	(900	)	$	45,484

Loan servicing rights are accounted for using the amortization method. Under this method, Valley amortizes the loan servicing assets in proportion to, and over the period of, estimated net servicing revenues. On a quarterly basis, Valley stratifies its loan servicing assets into groupings based on risk characteristics and assesses each group for impairment based on fair value. Impairment charges on loan servicing rights are recognized in earnings when the book value of a stratified group of loan servicing rights exceeds its estimated fair value. See the "Assets and Liabilities Measured at Fair Value on a Non-recurring Basis" section of Note 65 for additional information regarding the fair valuation and impairment of loan servicing rights.

Core deposits are amortized using an accelerated method and have a weighted average amortization period of 11 years. The line item labeled “Other” included in the table above primarily consists of customer lists and covenants not to compete, which are amortized over their expected lives generally using a straight-line method and have a weighted average amortization period of approximately 20 years. Valley evaluates core deposits and other intangibles for impairment when an indication of impairment exists. No impairment was recognized during the three and ~~nine~~six months ended ~~September~~June 30, ~~2016~~2017 and ~~2015.~~2016.

The following table presents the estimated future amortization expense of other intangible assets for the remainder of ~~2016~~2017 through ~~2020:~~2021:


	Loan Servicing Rights		Core Deposits		Other		Loan Servicing Rights		Core Deposits		Other
	(in thousands)						(in thousands)
2016	$	1,308	$	1,332	$	74
2017	4,262		4,842		280		$	2,719	$	2,356	$	139
2018	3,361		4,215		249		4,503		4,215		249
2019	2,554		3,671		235		3,557		3,671		235
2020	1,952		3,127		220		2,813		3,127		220
2021							2,115		2,582		206

Valley recognized amortization expense on other intangible assets, including net impairment (or recovery of impairment) charges on loan servicing rights, totaling approximately ~~$2.7~~$2.6 million and ~~$2.2~~$2.9 million for the three ~~months ended September 30, 2016 and 2015, respectively, and $8.5 million and $6.7 million for the nine months ended September 30, 2016 and 2015, respectively.~~

~~Note 11. Stock–Based Compensation~~

On April 28, 2016, Valley’s shareholders approved the new 2016 Long-Term Stock Incentive Plan (the "2016 Stock Plan") administered by the Compensation and Human Resources Committee (the “Committee”) appointed by Valley’s Board of Directors. The purpose of the 2016 Stock Plan is to provide incentives to attract, retain and

~~motivate~~months ended June 30, 2017 and 2016, respectively, and $5.1 million and $5.8 million for the six months ended June 30, 2017 and 2016, respectively.

Note 10. Stock–Based Compensation

Valley currently has one active employee stock option plan, the 2016 Long-Term Stock Incentive Plan (the “2016 Stock Plan”), adopted by Valley’s Board of Directors on January 29, 2016 and approved by its shareholders on April 28, 2016. The purpose of the 2016 Plan is to provide additional incentive to officers and key employees of Valley and its subsidiaries, whose substantial contributions are essential to the continued growth and success of Valley, and to attract and retain competent and dedicated officers and other key employees ~~by providing a direct financial interest~~whose efforts will result in ~~Valley's~~the continued ~~success,~~ and ~~provide the flexibility to grant equity awards to non-employee directors as part~~long-term growth of their compensation. The 2016 Stock Plan will also ensure that Valley has sufficient shares to meet its anticipated long-term equity compensation needs. Effective January 1, 2016, the 2.2 million of common shares remaining under Valley's 2009 Long-Term Stock Incentive Plan (the "2009 Stock Plan") became available for future grants under the 2016 Stock Plan. Accordingly, Valley will no longer grant new awards under the 2009 Stock Plan.Valley’s business.

Under the 2016 Stock Plan, Valley may award ~~shares to its employees and non-employee directors~~ shares of common stock in the form of stock appreciation rights, both incentive and non-qualified stock options, restricted stock and restricted stock units (RSUs). to its employees and non-employee directors. As of ~~September~~June 30, ~~2016, up to 8.3~~2017, 7.3 million shares of common stock were available for issuance under the 2016 Stock Plan. The essential features of each award are described in the award agreement relating to that award. The grant, exercise, vesting, settlement or payment of an award may be based upon the fair value of Valley’s common stock on the last sale price reported for Valley’s common stock on such date or the last sale price reported preceding such date, except for performance-based awards with a market condition. The grant date fair values of performance-based awards that vest based on a market condition are determined by a third party specialist using a Monte Carlo valuation model.

Restricted Stock. Restricted stock is awarded to key employees, providing for the immediate award of our common stock subject to certain vesting and restrictions under the 2016 Stock Plan. Compensation expense is measured based on the grant-date fair value of the shares. Valley awarded time-based restricted stock totaling ~~534~~482 thousand shares and ~~492~~498 thousand shares during the ~~nine~~six months ended ~~September~~June 30, ~~2016~~2017 and ~~2015,~~2016, respectively, to both executive officers and key employees of Valley. ~~Time-based~~The majority of the awards have vesting periods of three years. Generally, the restrictions on such awards lapse at an annual rate of one-third of the total award commencing with the first anniversary of the date of grant. The average grant date fair value of the restricted stock ~~issued~~awards granted during the ~~three~~six months ended ~~September~~June 30, 2017 and 2016 was $11.71 per share and $8.77 per share, respectively.

~~2015 were immaterial.~~Restricted Stock Units. Valley ~~also awarded~~granted 371 thousand shares and 431 thousand ~~and 313 thousand~~shares of performance-based RSUs ~~under the 2016 Stock Plan during the nine months ended September 30, 2016, respectively,~~ to certain executive ~~officers. There were no awards of~~officers for the ~~performance-based RSUs during the three~~six months ended ~~September~~June 30, 2017 and 2016, ~~and~~2015. The RSUs earn dividend equivalents (equal to cash dividends paid on Valley's common stock) over the applicable performance period. Dividend equivalents and accrued interest, per the terms of the agreements, are accumulated and paid to the grantee at the vesting date, or forfeited if the performance conditions are not met.

respectively. The performance-based awards vest based on (i) growth in tangible book value per share plus dividends (75 percent of performance shares) and (ii) total shareholder return as compared to our peer group (25 percent of performance shares). The ~~majority of the performance-based~~performance based awards "cliff" vest after three years based on the cumulative performance of Valley during that time period. The ~~non-performance based awards have vesting periods ranging from three~~RSUs earn dividend equivalents (equal to ~~six years. Generally,~~cash dividends paid on Valley's common stock) over the ~~restrictions on such awards lapse at an annual or bi-annual rate of one-third~~applicable performance period. Dividend equivalents and accrued interest (if applicable), per the terms of the ~~total award commencing with~~agreements, are accumulated and paid to the ~~first~~grantee at the vesting date, or ~~second anniversary of~~forfeited if the ~~date of grant, respectively.~~performance conditions are not met. The ~~average~~ grant date fair value of ~~non-performance and performance-based restricted stock awarded~~the RSUs granted during the ~~nine~~six months ended ~~September~~June 30, 2017 and 2016 was ~~$8.58.~~$11.05 per share and $8.32 per share, respectively.

Valley recorded total stock-based compensation expense of ~~$2.2~~$2.7 million and ~~$2.0~~$2.8 million for the three months ended ~~September~~June 30, ~~2016~~2017 and ~~2015,~~2016, respectively, and ~~$7.4~~$6.9 million and ~~$6.5~~$5.2 million for the ~~nine~~six months ended ~~September~~June 30, ~~2016~~2017 and ~~2015,~~2016, respectively. The fair values of stock awards are expensed over the shorter of the vesting or required service period. As of ~~September~~June 30, ~~2016,~~2017, the unrecognized amortization expense for all stock-based employee compensation totaled approximately ~~$16.9~~$16.5 million and will be recognized over an average remaining vesting period of ~~approximately~~ 32.1 years.

Note ~~12.~~11. Derivative Instruments and Hedging Activities

Valley enters into derivative financial instruments to manage exposures that arise from business activities that result in the payment of future known and uncertain cash amounts, the value of which are determined by interest rates.

Cash Flow Hedges of Interest Rate Risk. Valley’s objectives in using interest rate derivatives are to add stability to interest expense and to manage its exposure to interest rate movements. To accomplish this objective, Valley uses interest rate swaps and caps as part of its interest rate risk management strategy. Interest rate swaps designated as cash flow hedges involve the payment of either fixed or variable-rate amounts in exchange for the receipt of variable or fixed-rate amounts from a ~~counterparty.~~counterparty, respectively. Interest rate caps designated as cash flow hedges involve the receipt of variable-rate amounts from a counterparty if interest rates rise above the strike rate on the contract in exchange for an up-front premium.

Fair Value Hedges of Fixed Rate Assets and Liabilities. Valley is exposed to changes in the fair value of certain of its fixed rate assets or liabilities due to changes in benchmark interest rates based on one-month LIBOR. From time to time, Valley uses interest rate swaps to manage its exposure to changes in fair value. Interest rate swaps designated as fair value hedges involve the receipt of variable rate payments from a counterparty in exchange for Valley making fixed rate payments over the life of the agreements without the exchange of the underlying notional amount. For derivatives that are designated and qualify as fair value hedges, the gain or loss on the derivative as well as the loss or gain on the hedged item attributable to the hedged risk are recognized in earnings. Valley includes the gain or loss on the hedged items in the same income statement line item as the loss or gain on the related derivatives.

Valley terminated an interest rate swap with a notional amount of $125 million in August 2016. The terminated swap, originally maturing in September 2023, was used to hedge the change in the fair value of Valley’s $125 million of 5.125 percent subordinated notes issued in September 2013. The transaction resulted in an adjusted annual interest rate of 3.32 percent on the subordinated notes, after amortization of the derivative valuation adjustment recorded at the termination date. The subordinated notes had a net carrying value of $137.1 million at September 30, 2016.

Non-designated Hedges. Derivatives not designated as hedges may be used to manage Valley’s exposure to interest rate movements or to provide service to customers but do not meet the requirements for hedge accounting under U.S. GAAP. Derivatives not designated as hedges are not entered into for speculative purposes.

Under a program, Valley executes interest rate swaps with commercial lending customers to facilitate their respective risk management strategies. These interest rate swaps with customers are simultaneously offset by interest rate swaps that Valley executes with a third party, such that Valley minimizes its net risk exposure resulting from such transactions. As the interest rate swaps associated with this program do not meet the strict hedge accounting requirements, changes in the fair value of both the customer swaps and the offsetting swaps are recognized directly in earnings.

~~During 2014,~~At June 30, 2017, Valley ~~issued $25~~has one "steepener" swap with a total current notional amount of $14.5 million ~~of market linked certificates of deposit through a broker dealer. The~~where the receive rate on the swap mirrors the pay rate on the brokered deposits and the rate paid on these types of hybrid instruments isare based on a formula derived from the spread between the long and short ends of the constant maturity swap (CMS) rate curve. This type of instrument is referred to as a "steepener" since it derives its value from the slope of the CMS curve. Valley has determined that these hybrid instruments contain an embedded swap contract which has been bifurcated from the host contract. Valley entered into a swap (with a total notional amount of $25 million) almost simultaneously with the deposit issuance where the receive rate on the swap mirrors the pay rate on the brokered deposits. The bifurcated derivative and the stand alone swap are both marked to market through other non-interest expense. Although these types of instruments do not meet the hedge accounting requirements, the change in fair value of both the bifurcated derivative and the stand alone swap tend to move in opposite directions with changes in three-month LIBOR rate and therefore provide an effective economic hedge.

Valley regularly enters into mortgage banking derivatives which are non-designated hedges. These derivatives include interest rate lock commitments provided to customers to fund certain residential mortgage loans to be sold into the secondary market and forward commitments for the future delivery of such loans. Valley enters into forward commitments for the future delivery of residential mortgage loans when interest rate lock commitments are entered into in order to economically hedge the effect of future changes in interest rates on Valley’s commitments to fund the loans as well as on its portfolio of mortgage loans held for sale.

Amounts included in the consolidated statements of financial condition related to the fair value of Valley’s derivative financial instruments were as follows:


	September 30, 2016						December 31, 2015						June 30, 2017							December 31, 2016
	Fair Value						Fair Value						Fair Value							Fair Value
	Other Assets		Other Liabilities		Notional Amount		Other Assets		Other Liabilities		Notional Amount		Other Assets		Other Liabilities			Notional Amount		Other Assets		Other Liabilities		Notional Amount
	(in thousands)												(in thousands)
Derivatives designated as hedging instruments:
Cash flow hedge interest rate caps and swaps	$	286	$	25,636	$	907,000	$	1,284	$	24,823	$	907,000	$	528	$	31	*	$	707,000	$	802	$	15,641	$	707,000
Fair value hedge interest rate swaps	—		1,273		8,053		7,658		1,306		133,209		—		836			7,889		—		986		7,999
Total derivatives designated as hedging instruments	$	286	$	26,909	$	915,053	$	8,942	$	26,129	$	1,040,209	$	528	$	867		$	714,889	$	802	$	16,627	$	714,999
Derivatives not designated as hedging instruments:
Interest rate swaps and embedded derivatives	$	45,013	$	44,980	$	824,736	$	24,628	$	24,623	$	654,134	$	26,058	$	22,870	*	$	1,288,274	$	25,285	$	25,284	$	1,075,722
Mortgage banking derivatives	720		783		451,901		204		92		73,438		178		165			88,567		2,968		2,166		246,583
Total derivatives not designated as hedging instruments	$	45,733	$	45,763	$	1,276,637	$	24,832	$	24,715	$	727,572	$	26,236	$	23,035		$	1,376,841	$	28,253	$	27,450	$	1,322,305

* The fair value for the Chicago Mercantile Exchange cleared derivative positions is inclusive of accrued interest payable and the portion of the cash collateral representing the variation margin posted with (or by) the applicable counterparties.

~~Gains (losses)~~Chicago Mercantile Exchange (CME) amended their rules to legally characterize the variation margin posted between counterparties to be classified as settlements of the outstanding derivative contracts instead of cash collateral. Effective January 1, 2017, Valley adopted the new rule on a prospective basis to classify its CME variation margin as a single-unit of account with the fair value of certain cash flow and non-designated derivative instruments. As a result, the fair value of the designated cash flow derivatives and non-designated interest rate swaps cleared with the CME were offset by variation margins totaling $13.0 million and $3.3 million, respectively, and reported in the table above on a net basis at June 30, 2017.

Losses included in the consolidated statements of income and in other comprehensive income, on a pre-tax basis, related to interest rate derivatives designated as hedges of cash flows were as follows:


	Three Months Ended September 30,						Nine Months Ended September 30,						Three Months Ended June 30,						Six Months Ended June 30,
	2016			2015			2016			2015			2017			2016			2017			2016
	(in thousands)												(in thousands)
Amount of loss reclassified from accumulated other comprehensive loss to interest expense	$	(3,578	)	$	(1,323	)	$	(10,146	)	$	(4,651	)	$	(2,314	)	$	(3,597	)	$	(4,832	)	$	(6,568	)
Amount of gain (loss) recognized in other comprehensive income	2,962			(10,588		)	(11,695		)	(17,604		)
Amount of loss recognized in other comprehensive income													(1,482		)	(3,625		)	(1,265		)	(14,657		)

The net gains or losses related to cash flow hedge ineffectiveness were immaterial during the three and ~~nine~~six months ended ~~September~~June 30, ~~2016~~2017 and ~~2015.~~2016. The accumulated net after-tax losses related to effective cash flow hedges included in accumulated other comprehensive loss were ~~$18.6~~$10.4 million and ~~$17.6~~$12.5 million at ~~September~~June 30, ~~2016~~2017 and December 31, ~~2015,~~2016, respectively.

Amounts reported in accumulated other comprehensive loss related to cash flow interest rate derivatives are reclassified to interest expense as interest payments are made on the hedged variable interest rate liabilities. Valley estimates that ~~$10.4~~$6.9 million will be reclassified as an increase to interest expense over the next 12 months.

4142

Gains (losses) included in the consolidated statements of income related to interest rate derivatives designated as hedges of fair value were as follows:


	Three Months Ended September 30,						Nine Months Ended September 30,						Three Months Ended June 30,						Six Months Ended June 30,
	2016			2015			2016			2015			2017			2016			2017			2016
	(in thousands)												(in thousands)
Derivative - interest rate swaps:
Interest income	$	129		$	(93	)	$	32		$	10		$	52		$	2		$	149		$	(97	)
Interest expense	(127		)	4,302			6,670			3,211			—			2,069			—			6,797
Hedged item - loans and borrowings:
Interest income	$	(129	)	$	93		$	(32	)	$	(10	)	$	(52	)	$	(2	)	$	(149	)	$	97
Interest expense	133			(4,329		)	(6,646		)	(3,270		)	—			(2,060		)	—			(6,779		)

The amounts recognized in non-interest expense related to ineffectiveness of fair value hedges were immaterial for the three and ~~nine~~six months ended ~~September~~June 30, ~~2016~~2017 and ~~2015.~~2016.

The net ~~gains (losses)~~losses included in the consolidated statements of income related to derivative instruments not designated as hedging instruments were as follows:


	Three Months Ended September 30,					Nine Months Ended September 30,						Three Months Ended June 30,					Six Months Ended June 30,
	2016		2015			2016			2015			2017		2016			2017			2016
	(in thousands)											(in thousands)
Non-designated hedge interest rate derivatives
Other non-interest expense	$	171	$	(263	)	$	(218	)	$	(155	)	$	70	$	(92	)	$	(790	)	$	(389	)

Credit Risk Related Contingent Features. By using derivatives, Valley is exposed to credit risk if counterparties to the derivative contracts do not perform as expected. Management attempts to minimize counterparty credit risk through credit approvals, limits, monitoring procedures and obtaining collateral where appropriate. Credit risk exposure associated with derivative contracts is managed at Valley in conjunction with Valley’s consolidated counterparty risk management process. Valley’s counterparties and the risk limits monitored by management are periodically reviewed and approved by the Board of Directors.

Valley has agreements with its derivative counterparties providing that if Valley defaults on any of its indebtedness, including default where repayment of the indebtedness has not been accelerated by the lender, then Valley could also be declared in default on its derivative counterparty agreements. Additionally, Valley has an agreement with several of its derivative counterparties that contains provisions that require Valley’s debt to maintain an investment grade credit rating from each of the major credit rating agencies from which it receives a credit rating. If Valley’s credit rating is reduced below investment grade, or such rating is withdrawn or suspended, then the counterparty could terminate the derivative positions and Valley would be required to settle its obligations under the agreements. As of ~~September~~June 30, ~~2016,~~2017, Valley was in compliance with all of the provisions of its derivative counterparty agreements. As of ~~September~~June 30, ~~2016,~~2017, the fair value of derivatives in a net liability position, which includes accrued interest but excludes any adjustment for nonperformance risk related to these agreements, was ~~$69.3~~$10.5 million. Valley has derivative counterparty agreements that require minimum collateral posting thresholds for certain counterparties. At ~~September~~June 30, ~~2016,~~2017, Valley had ~~$92.1~~$43.3 million in collateral posted with ~~its counterparties.~~counterparties, net of CME variation margin.

Note ~~13.~~12. Balance Sheet Offsetting

Certain financial instruments, including derivatives (consisting of interest rate caps and swaps) and repurchase agreements (accounted for as secured long-term borrowings), may be eligible for offset in the consolidated balance sheet and/or subject to master netting arrangements or similar agreements. Valley is party to master netting arrangements with its financial institution counterparties; however, Valley does not offset assets and liabilities under these arrangements for financial statement presentation purposes. The master netting arrangements provide for a single

net settlement of all swap agreements, as well as collateral, in the event of default on, or termination of, any one contract. Collateral, usually in the form of cash or marketable investment securities, is posted by the counterparty with net liability positions in accordance with contract thresholds. Master repurchase agreements which include “right of set-off” provisions generally have a legally enforceable right to offset recognized amounts. In such cases, the collateral would be used to settle the fair value of the repurchase agreement should Valley be in default. The table below presents information about Valley’s financial instruments that are eligible for offset in the consolidated statements of financial condition as of ~~September~~June 30, ~~2016~~2017 and December 31, ~~2015.~~2016.


							Gross Amounts Not Offset															Gross Amounts Not Offset
	Gross Amounts Recognized		Gross Amounts Offset		Net Amounts Presented		Financial Instruments			Cash Collateral				Net Amount		Gross Amounts Recognized		Gross Amounts Offset		Net Amounts Presented		Financial Instruments			Cash Collateral				Net Amount
	(in thousands)															(in thousands)
September 30, 2016
June 30, 2017
Assets:
Interest rate caps and swaps	$	45,299	$	—	$	45,299	$	—		$	—			$	45,299	$	26,586	$	—	$	26,586	$	(3,888	)	$	—			$	22,698
Liabilities:
Interest rate caps and swaps	$	71,889	$	—	$	71,889	$	—		$	(71,889	)		$	—	$	23,737	$	—	$	23,737	$	(3,888	)	$	(9,314	)	⁽¹⁾	$	10,535
Repurchase agreements	265,000		—		265,000		—			(265,000		)	*	—		200,000		—		200,000		—			(200,000		)	⁽²⁾	—
Total	$	336,889	$	—	$	336,889	$	—		$	(336,889	)		$	—	$	223,737	$	—	$	223,737	$	(3,888	)	$	(209,314	)		$	10,535
December 31, 2015
December 31, 2016
Assets:
Interest rate caps and swaps	$	33,570	$	—	$	33,570	$	(8,942	)	$	—			$	24,628	$	26,087	$	—	$	26,087	$	(5,268	)	$	—			$	20,819
Liabilities:
Interest rate caps and swaps	$	50,752	$	—	$	50,752	$	(8,942	)	$	(41,810	)		$	—	$	41,911	$	—	$	41,911	$	(5,268	)	$	(36,643	)	⁽¹⁾	$	—
Repurchase agreements	475,000		—		475,000		—			(475,000		)	*	—		165,000		—		165,000		—			(165,000		)	⁽²⁾	—
Total	$	525,752	$	—	$	525,752	$	(8,942	)	$	(516,810	)		$	—	$	206,911	$	—	$	206,911	$	(5,268	)	$	(201,643	)		$	—



*(1)	Represents the amount of collateral posted with derivatives counterparties that offsets net liabilities. Actual cash collateral posted with all counterparties totaled $59.6 million and $52.4 million at June 30, 2017 and December 31, 2016, respectively.


(2)	Represents the fair value of non-cash pledged investment securities.

Note ~~14.~~13. Tax Credit Investments

Valley’s tax credit investments are primarily related to investments promoting qualified affordable housing projects, and other investments related to community development and renewable energy sources. Some of these tax-advantaged investments support Valley’s regulatory compliance with the Community Reinvestment Act (CRA). Valley’s investments in these entities generate a return primarily through the realization of federal income tax credits, and other tax benefits, such as tax deductions from operating losses of the investments, over specified time periods. These tax credits and deductions are recognized as a reduction of income tax expense.

Valley’s tax credit investments are carried in other assets on the consolidated statements of financial condition. Valley’s unfunded capital and other commitments related to the tax credit investments are carried in accrued expenses and other liabilities on the consolidated statements of financial condition. Valley recognizes amortization of tax credit investments, including impairment losses, within non-interest expense of the consolidated statements

of income using the equity method of accounting. An impairment loss is recognized when the fair value of the tax credit investment is less than its carrying value.

The following table presents the balances of Valley’s affordable housing tax credit investments, other tax credit investments, and related unfunded commitments at ~~September~~June 30, ~~2016~~2017 and December 31, ~~2015.~~2016.


	September 30, 2016		December 31, 2015		June 30, 2017		December 31, 2016
	(in thousands)				(in thousands)
Other Assets:
Affordable housing tax credit investments, net	$	30,375	$	32,094	$	28,559	$	29,567
Other tax credit investments, net	60,062		70,681		36,204		44,763
Total tax credit investments, net	$	90,437	$	102,775	$	64,763	$	74,330
Other Liabilities:
Unfunded affordable housing tax credit commitments	$	5,330	$	7,330	$	4,690	$	4,850
Unfunded other tax credit commitments	7,428		12,545		3,582		7,276
Total unfunded tax credit commitments	$	12,758	$	19,875	$	8,272	$	12,126

The following table presents other information relating to Valley’s affordable housing tax credit investments and other tax credit investments for the three and ~~nine~~six months ended ~~September~~June 30, ~~2016~~2017 and ~~2015:~~2016:


	Three Months Ended September 30,				Nine Months Ended September 30,				Three Months Ended June 30,				Six Months Ended June 30,
	2016		2015		2016		2015		2017		2016		2017		2016
	(in thousands)								(in thousands)
Components of Income Tax Expense:
Affordable housing tax credits and other tax benefits	$	1,065	$	1,660	$	3,195	$	4,774	$	1,271	$	1,065	$	2,555	$	2,130
Other tax credit investment credits and tax benefits	6,118		7,510		12,654		16,031		8,680		3,268		14,966		6,536
Total reduction in income tax expense	$	7,183	$	9,170	$	15,849	$	20,805	$	9,951	$	4,333	$	17,521	$	8,666
Amortization of Tax Credit Investments:
Affordable housing tax credit investment losses	$	33	$	543	$	1,392	$	1,516	$	358	$	775	$	754	$	1,359
Affordable housing tax credit investment impairment losses	128		451		328		979		130		60		254		200
Other tax credit investment losses	107		144		775		934		1,060		594		1,827		668
Other tax credit investment impairment losses	6,182		4,086		18,865		10,802		6,184		6,217		10,221		12,683
Total amortization of tax credit investments recorded in non-interest expense	$	6,450	$	5,224	$	21,360	$	14,231	$	7,732	$	7,646	$	13,056	$	14,910

Note 14. Litigation

In the normal course of business, Valley is a party to various outstanding legal proceedings and claims. In the opinion of management, the financial condition, results of operations and liquidity of Valley should not be materially affected by the outcome of such legal proceedings and claims. However, in the event of an unexpected adverse outcome in one or more of our legal proceedings, operating results for a particular period may be negatively impacted. Disclosure is required when a risk of material loss in a litigation or claim is more than remote, even when the risk of a material loss is less than likely. Unless an estimate cannot be made, disclosure is also required of the estimate of the reasonably possible loss or range of loss.

Although there can be no assurance as to the ultimate outcome, Valley has generally denied, or believes it has a meritorious defense and will deny liability in litigation pending against Valley and claims made, including the matter described below. Valley intends to defend vigorously each case against it. Liabilities are established for legal claims when payments associated with the claims become probable and the costs can be reasonably estimated.

Merrick Bank Corporation v. Valley National Bank and American Express Travel Related Services v. Valley National Bank litigation. For about a decade, Valley served as the depository bank for various charter operators under regulations of the Department of Transportation (DOT) and contracts entered into with charter operators under those regulations. The purported intent of the regulations is to afford some protection to the customers of the charter operators. A charter operator has several options with regard to fulfilling its obligations under the regulations, with one option requiring the charter operator to deposit the proceeds of tickets purchased for a charter flight into an FDIC insured bank account. The funds for a flight are released when the charter operator certifies that the flight has been completed. Valley stopped serving as a depository bank for the charter business due to the narrow profit in that business combined with the legal expenses incurred to defend itself in a prior case in which Valley was completely successful and the anticipated legal expenses from the following similar cases that are still pending.

Valley served as the depository bank for Myrtle Beach Direct Air (Direct Air) under a contract between Direct Air and Valley approved by the DOT under the DOT regulations. Direct Air commenced operations in 2007 but in March 2012 Direct Air ceased operations and filed for bankruptcy. Thereafter the United States Justice Department charged three of the principals of Direct Air with criminal fraud; that case is expected to go to trial in March 2018. Merrick Bank Corp. (Merrick) was the merchant bank for Direct Air and processed credit card purchases for Direct Air. Following the bankruptcy of Direct Air, Merrick incurred chargebacks in the approximate amount of $26.2 million when the Direct Air customers whose flights had been canceled obtained a credit from their card issuing banks for the cost of the ticket or other item purchased from Direct Air. Merrick was not able to recover the chargebacks from Direct Air. Direct Air’s depository account at Valley contained approximately $1.0 million at the time Direct Air ceased operations.

Merrick filed an action against Valley with ten counts in December 2013. Valley moved to dismiss five of the counts and, in March 2015, the court dismissed four of the five counts. American Express Travel Related Services (American Express) filed a similar action against Valley claiming about $3.0 million in chargebacks. Five of American Express’ eleven counts have been dismissed. The two cases have now been consolidated in the Federal District Court of New Jersey.

During April 2017, all parties attended a mediation, however it was unsuccessful. Shortly before the mediation, Valley filed summary judgment motions on all of the remaining counts in both the Merrick and American Express cases. Merrick and American Express also filed summary judgment motions against Valley. Valley does not anticipate an immediate decision to be rendered on the motions.

At June 30, 2017, Valley could not estimate an amount or range of reasonably possible losses related to the matter described above. Based upon information currently available and advice of counsel, Valley believes that the eventual outcome of such claims will not have a material adverse effect on Valley’s consolidated financial position. However, in the event of unexpected future developments, it is possible that the ultimate resolution of the matters, if unfavorable, may be material to Valley’s results of operations for a particular period.

Note 15. Business Segments

The information under the caption “Business Segments” in Management’s Discussion and Analysis of Financial Condition and Results of Operations is incorporated herein by reference.

44Note 16. Subsequent Events

USAmeriBancorp, Inc. Merger Agreement

On July 26, 2017, Valley announced its entry into a merger agreement with USAmeriBancorp, Inc. (USAB) headquartered in Clearwater, Florida. USAB largely through its wholly-owned subsidiary, USAmeriBank, has approximately $4.4 billion in assets, $3.6 billion in loans and $3.5 billion in deposits and maintains a branch network of 30 offices. The acquisition will expand Valley's Florida presence and establish a presence in Alabama. The common shareholders of USAB will receive 6.1 shares of Valley common stock for each USAB share they own, subject to adjustment in the event Valley’s average stock price falls below $11.50 or rises above $13.00 prior to closing. Both Valley and USAB have walkaway rights if the volume-weighted average closing price is below $11.00 and USAB has a walkaway right if the volume-weighted average closing price is above $13.50. The transaction is valued at an estimated $816 million, based on Valley’s closing stock price on July 25, 2017. The acquisition is expected to close early in the first quarter of 2018, subject to standard regulatory approvals, shareholder approvals from Valley and USAB, as well as other customary conditions.

Issuance of Series B Preferred Stock

On August 3, 2017, Valley issued 4.0 million shares of its Fixed-to-Floating Rate Non-Cumulative Perpetual

Preferred Stock, Series B, no par value per share, with a liquidation preference of $25 per share for aggregate consideration of $100 million. Dividends on the preferred stock will accrue and be payable quarterly in arrears, at a fixed rate per annum equal to 5.50 percent from the original issuance date to, but excluding, September 30, 2022, and thereafter at a floating rate per annum equal to three-month LIBOR plus a spread of 3.578 percent. Net proceeds to Valley after deducting underwriting discounts, commissions and offering expenses are expected to be approximately $98.1 million.

Item 2. Management’s Discussion and Analysis (MD&A) of Financial Condition and Results of Operations

The following MD&A should be read in conjunction with the consolidated financial statements and notes thereto appearing elsewhere in this report. The words "Valley," the "Company," "we," "our" and "us" refer to Valley National Bancorp and its wholly owned subsidiaries, unless we indicate otherwise. Additionally, Valley’s principal subsidiary, Valley National Bank, is commonly referred to as the “Bank” in this MD&A.

The MD&A contains supplemental financial information, described in the sections that follow, which has been determined by methods other than U.S. generally accepted accounting principles (U.S. GAAP) that management uses in its analysis of our performance. Management believes these non-GAAP financial measures provide information useful to investors in understanding our underlying operational performance, our business and performance trends and facilitates comparisons with the performance of others in the financial services industry. These non-GAAP financial measures should not be considered in isolation or as a substitute for or superior to financial measures calculated in accordance with U.S. GAAP. These non-GAAP financial measures may also be calculated differently from similar measures disclosed by other companies.

Cautionary Statement Concerning Forward-Looking Statements

This Quarterly Report on Form 10-Q, both in the MD&A and elsewhere, contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements are not historical facts and include expressions about management’s confidence and strategies and management’s expectations about new and existing programs and products, acquisitions, relationships, opportunities, taxation, technology, market conditions and economic expectations. These statements may be identified by such forward-looking terminology as “should,” “expect,” “believe,” “view,” “opportunity,” “allow,” “continues,” “reflects,” “typically,” “usually,” “anticipate,” or similar statements or variations of such terms. Such forward-looking statements involve certain

risks and uncertainties and our actual results may differ materially from such forward-looking statements. Factors that may cause actual results to differ materially from those contemplated by such forward-looking statements in addition to those risk factors disclosed in Valley’s Annual Report on Form 10-K for the year ended December 31, ~~2015,~~2016, include, but are not limited to:

failure to obtain shareholder or regulatory approval for the merger of USAB with Valley or to satisfy other conditions to the merger on the proposed terms and within the proposed timeframe;

delays in closing the merger;

the inability to realize expected cost savings and synergies from the merger of USAB with Valley in the amounts or in the timeframe anticipated;

changes in the estimate of non-recurring charges;

the diversion of management's time on issues relating to the merger;

costs or difficulties relating to integration matters might be greater than expected;

material adverse changes in Valley’s or USAB’s operations or earnings;

an increase or decrease in the stock price of Valley during the 30 day pricing period prior to the closing of the merger which could cause an adjustment to the exchange ratio or give either Valley or USAB the right to terminate the merger agreement under certain circumstances;

the inability to retain USAB’s customers and employees;

weakness or a decline in the ~~U.S.~~ economy, ~~in particular~~mainly in New Jersey, New York, ~~Metropolitan area (including Long Island)~~Florida and ~~Florida;~~

Alabama, as well as an unexpected ~~changes~~decline in commercial real estate values within our market ~~interest rates for interest earning assets and/or interest bearing liabilities;~~areas;

less than expected cost ~~savings~~reductions and revenue enhancement from ~~the maturity, modification~~Valley's cost reduction plans including its earnings enhancement program called "LIFT";

damage verdicts or ~~prepayment of long-term borrowings that mature through 2022;~~

~~further prepayment penalties~~settlements or restrictions related to ~~the early extinguishment~~existing or potential litigations arising from claims of ~~high cost borrowings;~~

~~less than expected cost savings in 2016 and 2017 from Valley's branch efficiency and cost reduction plans;~~

~~lower than expected cash flows from purchased credit-impaired loans;~~

~~claims and litigation pertaining to~~breach of fiduciary responsibility, negligence, fraud, contractual ~~issues,~~claims, environmental laws, patent or trade mark infringement, employment related claims, and other matters;

the loss of or decrease in lower-cost funding sources within our deposit base may adversely impact our net interest income and net income;

cyber attacks, computer viruses or other malware that may breach the security of our websites or other systems to obtain unauthorized access to confidential information, destroy data, disable or degrade service, or sabotage our systems;

results of examinations by the OCC, the FRB, the CFPB and other regulatory authorities, including the possibility that any such regulatory authority may, among other things, require us to increase our allowance for credit losses, write-down assets, require us to reimburse customers, change the way we do business, or limit or eliminate certain other banking activities;

~~government intervention in the U.S. financial system and the effects of and~~ changes in ~~trade and monetary and fiscal~~accounting policies ~~and laws,~~or accounting standards, including the ~~interest rate policies~~new authoritative accounting guidance (known as the current expected credit loss (CECL) model) which may increase the required level of ~~the Federal Reserve;~~our allowance for credit losses after adoption on January 1, 2020;

higher or lower than expected income tax expense or tax rates, including increases or decreases resulting from changes in tax laws, regulations and case law;

our inability to pay dividends at current levels, or at all, because of inadequate future earnings, regulatory restrictions or limitations, and changes in ~~the composition of qualifying regulatory~~our capital ~~and minimum capital requirements (including those resulting from the U.S. implementation of Basel III requirements);~~requirements;

higher than expected loan losses within one or more segments of ~~our loan portfolio;~~

~~unexpected significant declines in the loan portfolio due to the lack of economic expansion, increased competition, large prepayments, changes in regulatory lending guidance or other factors;~~

~~unanticipated credit deterioration in~~ our loan portfolio;

unanticipated loan delinquencies, loss of collateral, decreased service revenues, and other potential negative effects on our business caused by severe weather or other external events;

an unexpected ~~decline~~significant declines in ~~real estate values within our market areas;~~

the loan portfolio due to the lack of economic expansion, increased competition, large prepayments, changes in ~~accounting policies~~regulatory lending guidance or ~~accounting standards, including the potential issuance of new authoritative accounting guidance which may increase the required level of our allowance for credit losses;~~

~~higher than expected income tax expense or tax rates, including increases resulting from changes in tax laws, regulations~~other factors; and ~~case law;~~

~~higher than expected FDIC insurance assessments;~~

the failure of other financial institutions with whom we have trading, clearing, counterparty and other financial ~~relationships;~~relationships.

~~lack of liquidity to fund our various cash obligations;~~

~~unanticipated reduction in our deposit base;~~

~~potential acquisitions that may disrupt our business;~~

~~declines in value in our investment portfolio, including additional other-than-temporary impairment charges on our investment securities;~~

~~future goodwill impairment due to changes in our business, changes in market conditions, or other factors;~~

legislative and regulatory actions (including the impact of the Dodd-Frank Wall Street Reform and Consumer Protection Act and related regulations) subject us to additional regulatory oversight which may result in higher compliance costs and/or require us to change our business model;

~~our inability to promptly adapt to technological changes;~~

~~our internal controls and procedures may not be adequate to prevent losses;~~

~~the inability to realize expected revenue synergies from the CNL merger in the amounts or in the timeframe anticipated;~~

~~inability to retain customers and employees, including those of CNL; and~~

~~other unexpected material adverse changes in our operations or earnings.~~

Critical Accounting Policies and Estimates

Valley’s accounting policies are fundamental to understanding management’s discussion and analysis of its financial condition and results of operations. Our significant accounting policies are presented in Note 1 to the consolidated financial statements included in Valley’s Annual Report on Form 10-K for the year ended December 31, ~~2015.~~2016. We identified our policies on the allowance for loan losses, security valuations and impairments, goodwill and other intangible assets, and income taxes to be critical because management has to make subjective and/or complex judgments about matters that are inherently uncertain and because it is likely that materially different amounts would be reported under different conditions or using different assumptions. Management has reviewed the

application of these policies with the Audit Committee of Valley’s Board of Directors. Our critical accounting policies are described in detail in Part II, Item 7 in Valley’s Annual Report on Form 10-K for the year ended December 31, ~~2015.~~2016.

New Authoritative Accounting Guidance

See Note 54 to the consolidated financial statements for a description of new authoritative accounting guidance including the respective dates of adoption and effects on results of operations and financial condition.

Executive Summary

Company Overview. At ~~September~~June 30, ~~2016,~~2017, Valley had consolidated total assets of approximately ~~$22.4~~$23.4 billion, total net loans of ~~$16.5~~$17.6 billion, total deposits of ~~$17.0~~$17.3 billion and total shareholders’ equity of ~~$2.3~~$2.4 billion. Our commercial bank operations include branch office locations in northern and central New Jersey, the New York City Boroughs of Manhattan, Brooklyn, Queens, and Long ~~Island;~~Island, and Florida. Of our current 209 branch network, 67 percent, 18 percent and 15 percent of the branches are located in New Jersey, New York and Florida, respectively. We have grown ~~both~~significantly in asset size ~~and locations significantly~~ over the past several years primarily through bank ~~acquisitions.~~acquisitions that expanded our operating footprint into several Florida markets in 2014 and 2015, as well as normal lending activity.

~~Valley’s most recent bank acquisition was completed on December 1, 2015 when Valley acquired CNLBancshares,~~USAmeriBancorp, Inc. ~~(CNL) and~~ In July 2017, we announced our entry into a merger agreement with USAmeriBancorp, Inc. (USAB) headquartered in Clearwater, Florida. USAB largely through its wholly-owned subsidiary, ~~CNLBank, a commercial bank with~~USAmeriBank, has approximately ~~$1.6~~$4.4 billion in assets, ~~$825 million~~$3.6 billion in loans and ~~$1.2~~$3.5 billion in deposits ~~after purchase accounting adjustments,~~ and maintains a branch network of 1630 offices. The acquisition represents a significant addition to Valley’s Florida franchise, and will meaningfully enhance its presence in the Tampa Bay market, which is Florida’s second largest metropolitan area by population. The acquisition will also bring Valley to the Birmingham, Montgomery, and Tallapoosa areas in Alabama, where USAmeriBank maintains 15 offices oncontributing approximately $1.1 billion of deposits and $520 million in loans.

Each USAB shareholder will receive 6.1 shares of Valley common stock for each share of USAB common stock if Valley’s volume-weighted average closing price during the ~~date of its acquisition~~30 day trading ending 5 days prior to closing is between $11.50 and $13.00. In the event that the volume-weighted average closing price is less than $11.50, then the exchange ratio shall be $69.00 divided by ~~Valley. The CNL acquisition helped strengthen Valley's Florida branch network (originally established in 2014) covering several major markets in Florida. In late February 2016, we completed~~ the ~~full systems integration of CNLBank's operations into~~volume-weighted average closing price. If Valley’s volume-weighted average closing price is greater than $13.00, then the exchange ratio shall be $79.30 divided by the volume-weighted average closing price. Both Valley and ~~realized~~USAB have walkaway rights if the ~~related staffing efficiencies effective April 1, 2016.~~ volume-weighted average closing price is below $11.00 and USAB has a walkaway right if the volume-weighted average closing price is above $13.50. The transaction is valued at an estimated $816 million, based on Valley’s closing stock price on July 25, 2017. The acquisition is expected to close early in the first quarter of 2018, subject to standard regulatory approvals, shareholder approvals from Valley and USAB, as well as other customary conditions.

See Item 1 of Valley’s Annual Report on Form 10-K for the year ended December 31, ~~2015~~2016 for more details regarding our ~~acquisition~~other recent acquisitions.

Earnings Enhancement Program. In December 2016, Valley announced a company-wide earnings enhancement initiative called LIFT. The LIFT program is a review of ~~CNL~~our business practices with goals of improving our overall efficiency, targeting resources to more value-added activities and delivering on the financial banking experience expected by our customers. During July 2017, we completed the idea generation and approval phase of the LIFT program. As a result of these efforts, we plan to achieve approximately $22 million in total cost reductions and revenue enhancements on an annualized pre-tax run-rate through a combination of workforce reduction and other ~~past merger activity.~~efficiency and revenue initiatives. We estimate that these changes will result in employee severance and other implementation costs of approximately $11 million, the majority of which will be recorded in the third quarter of 2017. The implementation phase of the initiative enhancements is currently underway and is expected to be fully phased-in over the next 24 months.

As part of the LIFT program and the normal on-going review of our business, we will evaluate the operational efficiency of our entire branch network (consisting of 110 leased and 99 owned office locations at June 30, 2017). This review will ensure the optimal performance of our retail operations, in conjunction with several other factors, including our customers’ delivery channel preferences, branch usage patterns, and the potential opportunity to move existing customer relationships to another branch location without imposing a negative impact on their banking experience.

Preferred Stock Offering. On August 3, 2017, Valley issued 4.0 million shares of its Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock, Series B, no par value per share, with a liquidation preference of $25 per share for aggregate consideration of $100 million. Dividends on the preferred stock will accrue and be payable quarterly in arrears, at a fixed rate per annum equal to 5.50 percent from the original issuance date to, but excluding, September 30, 2022, and thereafter at a floating rate per annum equal to three-month LIBOR plus a spread of 3.578 percent. Valley intends to use the net proceeds for general corporate purposes and investments in Valley National Bank as regulatory capital. Net proceeds to Valley after deducting underwriting discounts, commissions and offering expenses are expected to be approximately $98.1 million.

Quarterly Results. Net income for the ~~third~~second quarter of ~~2016~~2017 was ~~$42.8~~$50.1 million, or ~~0.16~~$0.18 per diluted common share, compared to ~~$36.0~~$39.0 million, or ~~0.15~~$0.15 per diluted common share, for the ~~third~~second quarter of ~~2015.~~2016. The ~~$6.8~~$11.0 million increase in quarterly net income as compared to the same quarter one year ago was largely due to: (i) a ~~$20.2~~$17.5 million increase in our net interest income mostly due to higher average loan balances ~~(due to~~driven by both ~~acquired loans~~strong organic and ~~organic growth)~~purchased loan volume over the last 12 months and the ~~prepayment,~~ modification ~~and maturity~~ of ~~$845 million,~~ $405 ~~million and $257~~ million of high cost long-term borrowings in the ~~fourth quarter of 2015,~~ third quarter of 2016, ~~and the nine months ended September 30, 2016, respectively,~~ (ii) a ~~$3.9 million~~$564 thousand decrease in non-interest expense mostly due to lower expense in several categories, including, but not limited to, advertising expense, professional and legal expense, operating losses, branch closing costs, and gains on other real estate owned, partially offset by higher salary and employee benefit expense, (iii) a $426 thousand increase in non-interest income mostly caused by ~~increases~~an increase in net gains on sales of residential mortgage loans, ~~and, to a much lesser extent, net gains on sales of assets,~~ partially offset by ~~(iii)~~(iv) a ~~$5.7~~$2.2 million increase in the provision for credit losses ~~and (iv) a $4.6 million increase in non-interest expense mostly due to increases in salary and employee benefit expense and amortization of tax credit investments,~~largely caused by loan growth, and (v) an increase in income tax expense mainly due to higher pre-tax income. See the "Net Interest Income," "Non-Interest Income," and "Non-Interest Expense" sections below for more details on the items above impacting our ~~third~~second quarter ~~2016~~2017 results, as well as other items discussed elsewhere in this MD&A.

Economic ~~Overview and Indicators~~Overview. . During the ~~third~~second quarter of ~~2016,~~2017, real gross domestic product (GDP) grew at a ~~2.9~~2.6 percent annual rate after advancing ~~1.4~~1.2 percent in the first quarter of 2017. The pace of hiring accelerated although wage growth remained somewhat subdued. Overall price growth decelerated notably from the beginning of the year, business fixed investment increased modestly, and residential fixed investment declined as borrowing costs remained higher compared to levels experienced in 2016.

The civilian unemployment rate decreased from 4.5 percent as of March 31, 2017 to 4.4 percent as of June 30, 2017 even as the number of people entering the workforce increased, demonstrating the continued strength of the labor market. The pace of hiring accelerated from a monthly average of 166 thousand for the first quarter of 2017 to 194 thousand in the second quarter of ~~2016. The pace~~2017. Measures of ~~hiring picked up somewhat compared~~wage growth remain subdued relative to the ~~prior quarter and business fixed investment remained weak. While growth in residential fixed investment has recently slowed, it has been solid over recent quarters reflecting higher levels~~level of ~~disposable income from earlier declines in commodity prices and rising confidence in the health of the labor market.~~

The labor market continued to improve as the pace of hiring accelerated somewhat from a monthly average of 146 thousand last quarter to 192 thousand in the most recent quarter. The civilian unemployment rate increased from 4.9 percent as of June 30, 2016 to 5.0 percent as of September 30, 2016, but was mostly reflective of an increaseslack in the labor ~~force. Measures of wages have increased, albeit modestly over recent months,~~market, as measured by the unemployment rate, which may ~~have contributed~~be contributing to the ~~growth~~softness in ~~the labor force.~~household consumption.

In the ~~third~~second quarter of ~~2016,~~2017, the pace of U.S. existing home sales decreased compared to the ~~linked~~previous quarter as inventory levels increased. Home prices have appreciated to a level above the prior peak experienced in 2007. In addition, borrowing costs remained higher compared to levels experienced in 2016. The average interest rate of a 30 year fixed rate mortgage during the second quarter ~~and the same period a year ago. However, home sales are expected~~of 2017 was 3.98 percent compared to rise from current levels as market conditions remain generally favorable. Higher readings of consumer confidence that has been boosted by a strengthening labor market and higher levels of household disposable income should continue to support the housing market. However, low levels of home inventory may weigh on sales volume.3.59 percent in 2016.

~~Personal~~Growth in personal consumption of goods and services ~~decreased modestly~~continued to grow in the ~~third~~second quarter of ~~2016 after growing at a faster~~2017 although below the pace experienced in 2016. Although Valley's auto loan origination volumes were somewhat lower in the second quarter of 2017, U.S. automobile sales increased, reflecting confidence in the health of the consumer after a weaker first ~~six months~~quarter of ~~2016. Slowing sales may~~2017. Household balance sheets continue to ~~weigh on business inventories that remain at elevated levels which may result in slower overall business investment. Equity~~improve as equity and home prices ~~continued to rise~~rose in the ~~third~~second quarter of ~~2016 which~~2017. Further price appreciation may support consumer spending ~~through~~in the ~~final months~~second half of ~~the year.~~

2017.

The Federal Reserve’s Open Market Committee (FOMC) ~~maintained~~raised the target range for the federal funds rate to 1.00 to 1.25 percent at ~~0.25 to 0.50 percent in~~ their ~~November 2016~~June 2017 meeting, ~~citing concerns~~although the Committee remained concerned about continued low levels of inflation and inflation expectations. In determining future policy actions, the FOMC will assess progress - both realized and expected - toward its objectives of maximum employment and 2-percent inflation. The FOMC has maintained its existing policy of reinvesting principal payments from its holdings of agency debt and agency mortgage-backed securities in agency mortgage-backed securities and will continue rolling over maturing Treasury securities at auction. This policy should help maintain accommodative financial ~~conditions through at least 2017.~~conditions. The FOMC has continued to emphasize that changes in monetary policy will be data dependent.

The 10-year U.S. Treasury note yield ended the ~~third~~second quarter at ~~1.60~~2.31 percent, ~~representing a 67~~9 basis ~~point decline from December~~points lower compared with March 31, ~~2015.~~2017. The spread between the 2- and 10-year U.S. Treasury note yields ~~ended~~was 0.93 percentage at June 30, 2017, 20 basis points lower compared to March 31, 2017.

While we are currently witnessing slightly higher interest rates on pending loan originations within most of our loan pipelines in the early stages of the third quarter of ~~2016 at 0.83 percentage points, which was 8 basis points~~2017, we do see some offset potentially coming in the form of higher deposit and ~~38 basis points lower than June 30, 2016 and December 31, 2015, respectively.~~

~~Residential mortgage~~borrowing costs in our primary markets. To that end, despite strong loan originations were relatively strong during the third quarter of 2016. We expect the residential mortgage application volume to continue to produce similar levels of originations, as long as the interest rate environment remains accommodative to borrowers. We also continued to see increased demand, ~~for~~particularly in commercial real estate and construction loans in the third quarter of 2016, especially within our New York City and New Jersey markets. However, spreads between shorter and longer dated interest rates remain lower compared to the prior year average, and may weigh on our net interest income and margin in future periods. Additionally, the relatively weak pace of personal consumption and overall business investment reported in the third quarter may challengelending, our business operations and results ~~as highlighted throughout~~could be challenged in the ~~remaining MD&A discussion below.~~

~~The following~~future due to several external factors, including, but not limited to, the decline in the spread between short- and long-term market interest rates and/or slower than expected economic ~~indicators are just a few of the many factors that may be used to assess the market conditions in~~activity within our ~~primary markets of northern and central New Jersey, the New York City metropolitan area, and Florida.~~

For the Month Ended

September 30,
2016

June 30,
2016

March 31,
2016
December 31,
2015
September 30,
2015
Selected Economic Indicators:
Unemployment rate:
U.S. 4.90 % 4.90 % 5.00 % 5.00 % 5.10 %
New York Metro Region⁽¹⁾
5.20
4.40
4.70
4.40
5.00
New Jersey 5.30
4.90
4.40
4.90
5.60
New York 4.80
4.80
4.80
5.30
5.30
Miami-Fort Lauderdale Metro Region 5.10
4.60
4.90
5.00
5.70
Florida 4.70
4.70
5.00
5.10
5.20
Three Months Ended

September 30,
2016

June 30,
2016

March 31,
2016
December 31,
2015
September 30,
2015
2-year U.S. Treasury rate ⁽²⁾
0.73 % 0.77 % 0.84 % 0.84 % 0.69 %
10-year U.S. Treasury rate ⁽²⁾
1.56
1.75
1.91
2.19
2.22
Real Gross Domestic Product ⁽³⁾
2.9
1.20
1.10
1.40
2.00
Change in personal income ⁽⁴⁾ :

New Jersey NA
2.86
3.28
3.65
4.09
New York NA
2.69
4.08
2.89
4.24
Florida NA
4.42
4.34
5.00
5.11
Homeowner vacancy rates:
New Jersey 1.8
1.90
1.80
1.40
1.40
New York 2.20
2.10
2.20
2.40
1.60
Florida 2.30
2.30
2.30
2.70
2.60
Number of U.S. regional existing home sales ⁽⁵⁾ :

Northeast census region 700,000
756,667
703,333
726,667
713,333
South census region 2,173,333
2,233,333
2,226,667
2,116,667
2,193,333
Number of building permits authorized for new homes ⁽²⁾ :

New Jersey 1,909
1,749
2,581
2,809
2,172
New York 2,982
2,322
2,380
5,632
2,638
Florida 10,372
8,664
8,536
9,907
9,141

~~NA—not available~~


~~(1)~~	~~As reported by the Bureau of Labor Statistics for the NY-NJ-PA Metropolitan Statistical Area.~~


~~(2)~~	~~Quarterly average for the period presented.~~


~~(3)~~	~~Quarterly, compounded annual rate of change.~~


~~(4)~~	~~Quarterly average,~~ y~~ear over year percent change.~~


~~(5)~~	~~Quarterly average, seasonally adjusted annual rate.~~

~~Sources: Bureau of Labor Statistics, U.S. Census Bureau, Federal Reserve Economic Data (FRED)~~markets.

Loans. Loans increased by ~~$135.0~~$261.3 million, or ~~3.3~~6.0 percent on an annualized basis, to ~~$16.6~~$17.7 billion at ~~September 30, 2016 from~~ June 30, ~~2016~~2017 from March 31, 2017 largely due to a ~~$328.8 million~~ net increase of $259.3 million in total commercial real estate loans. The overall loan growth was partially offset by a decrease of ~~$229.2~~$20.7 million in residential mortgage loans caused ~~in part,~~ by the transfer of ~~$174.5~~approximately $122 million of performing 30-year fixed rate mortgages to loans held for sale ~~during the third quarter of 2016. The transfer was the result of our continuous efforts to effectively manage the level of interest rate risk on our balance sheet.~~at June 30, 2017. The sale of these loans is expected to be completed during the ~~fourth~~third quarter of ~~2016~~2017 and result in a pre-tax gain of approximately $7$4 million. ~~We also originated for sale $171.9 million of~~

residential mortgage loans during the third quarter. Total new organic loan originations, excluding new lines of credit and purchased loans, totaled over $900 million mostly in the commercial loan categories during the third quarter of 2016. See further details on our loan activities ~~including the covered loan portfolio,~~ under the “Loan Portfolio” section below.

Asset Quality. Our past due loans and non-accrual loans, discussed further below, exclude PCI loans. Under U.S. GAAP, the PCI loans (acquired at a discount that is due, in part, to credit quality) are accounted for on a pool basis and are not subject to delinquency classification in the same manner as loans originated by Valley. ~~All of the loans acquired from CNL in the fourth quarter of 2015 are accounted for as PCI loans.~~ As of ~~September~~June 30, ~~2016,~~2017, PCI loans totaled ~~$1.9~~$1.5 billion and represented approximately ~~11.2~~8.7 percent of our total loan portfolio.

Total non-PCI loan portfolio delinquencies (including loans past due 30 days or more and non-accrual loans) as a percentage of total loans decreased to 0.47 percent at ~~September~~June 30, ~~2016~~2017 as compared to ~~0.49~~0.61 percent at March 31, 2017 mostly due to a decrease in commercial loans past due 30 to 59 days. Non-performing assets (including non-accrual loans) increased by 5.9 percent to $54.6 million at June 30, ~~2016~~2017 as compared to $51.5 million at March 31, 2017 due to ~~strong collections within~~a $3.9 million increase in non-accrual loans, partially offset by ~~higher levels of accruing past due loans mostly within the commercial real estate loan portfolio. At September 30, 2016, accruing past due loans totaled $39.2 million~~a moderate decline in both foreclosed assets and ~~included $4.7 million of matured performing loans in the normal process of renewal. Overall, our non-performing assets (including~~ non-accrual ~~loans) decreased by 16.7 percent to $51.0 million at September 30, 2016 as compared to $61.3 million at June 30, 2016 mostly due to a 19.7 percent decrease in non-accrual loans to $38.4 million.~~debt securities.

Our lending strategy is based on underwriting standards designed to maintain high credit quality and we remain optimistic regarding the overall future performance of our loan portfolio. However, due to the potential for future credit deterioration caused by the unpredictable ~~direction~~future strength of the U.S. ~~economic~~economy and ~~political environments, as well as~~ the housing and labor markets, as well as other market factors that may continue to negatively impact the performance of our $140.5

million taxi medallion loan portfolio, management cannot provide assurance that our non-performing assets will not increase from the levels reported as of ~~September~~June 30, ~~2016.~~2017. See the "Non-Performing Assets" section below for further analysis of our asset quality.

Deposits and Other Borrowings. The mix of the deposit categories of total average deposits for the ~~third~~second quarter of ~~2016~~2017 remained relatively unchanged as compared to the ~~second~~first quarter of ~~2016.~~2017. Non-interest bearing deposits represented approximately 30 percent of total average deposits for the three months ended ~~September~~June 30, ~~2016,~~2017, while savings, NOW and money market accounts were 51 percent and time deposits were 19 percent of the total average deposits. Overall, average deposits ~~totaling $16.7~~totaled $17.3 billion for the ~~third~~second quarter of ~~2016 increased~~2017 and decreased by ~~$215.4~~$78.3 million as compared to the ~~second~~first quarter of ~~2016~~2017 due, in large part, to ~~increased volumes~~lower average savings, NOW and money market deposits, partially offset by higher average balances in the other deposit categories. Average savings, NOW and money market deposits declined $246.4 million to $8.8 billion for the second quarter of ~~low cost~~2017 as compared to the first quarter of 2017 due to fluctuations in commercial and retail deposit accounts, as well as a decrease of approximately $102 million in average brokered money market deposit account balances. Actual ending balances ~~used~~ for ~~loan funding and liquidity purposes, and~~deposits also decreased $81.1 million, or 0.5 percent, to ~~a lesser extent, increases in non-interest deposits and retail time~~approximately $17.3 billion at June 30, 2017 from March 31, 2017 mostly due to the aforementioned changes impacting average money market deposits during the ~~third~~second quarter of ~~2016.~~

~~In August 2016, we elected~~2017. However, time deposits increased $153.9 million to ~~prepay $405 million~~$3.4 billion at June 30, 2017 as compared to March 31, 2017 largely due to new initiatives in our certificate of FHLB borrowings with various maturity dates in 2018. The prepaid borrowings with a total average cost of 3.69 percent were funded with a new fixed-rate five-year FHLB advance totaling $405 million. The transaction was accounted for as a debt modification under U.S. GAAP. As a result, the new advance has an adjusted annual interest rate of 2.51 percent, after amortization of prepayment penalties totaling $20.0 million paid to the FHLB.

~~Additionally, Valley terminated an interest rate swap with a notional amount of $125 million in August 2016. The terminated swap, originally maturing in September 2023, was used to hedge the change~~deposit portfolio which commenced in the ~~fair value~~second quarter of Valley’s 5.125 percent subordinated notes issued in September 2013. The transaction will result in an adjusted fixed annual interest rate of 3.32 percent on the subordinated notes, after amortization of the derivative valuation adjustment recorded at the termination date. See Note 12 to the consolidated financial statements for additional information regarding our derivative transactions.2017.

Average short-term borrowings increased ~~$221.2~~$274.8 million, or ~~18.2~~17.6 percent, to ~~$1.4~~$1.8 billion for the ~~three months ended September 30, 2016~~second quarter of 2017 as compared to the ~~second~~first quarter of ~~2016~~2017 mostly due to our increased use of short-term FHLB advances ~~starting in late June 2016~~ for additional liquidity to fund new loan ~~volumes.~~volumes starting in the first quarter. Actual ending balances for short-term borrowings increased ~~$21.5~~$89.5 million to ~~$1.4~~$1.7 billion at ~~September~~June 30, ~~2016~~2017 as compared to ~~June 30, 2016~~March 31, 2017 mostly due to ~~the higher level of FHLB advances which totaled approximately $1.1 billion at September 30, 2016.~~

a new $100 million repo borrowing used as alternate funding in May 2017.

Average long-term borrowings (which include junior subordinated debentures issued to capital trusts which are presented separately on the consolidated statements of condition) ~~decreased $104.4 million, or 6.4 percent,~~increased to ~~$1.5 billion for the third quarter of 2016 from $1.6~~$1.7 billion for the second quarter of ~~2016 primarily due~~2017 and increased$185.4 million as compared to the ~~May 2016 prepayment~~first quarter of $87 million of FHLB advances assumed in the acquisition of CNL, as well as the maturity and repayment of $75 million and $27 million in high cost FHLB advances during late July and April 2016, respectively. The $87 million prepayment of FHLB borrowings was entirely funded by cash balances that were held as collateral at the FHLB of Atlanta.2017. Actual ending balances for long-term borrowings ~~decreased $94.7~~also increased $185.6 million to ~~$1.5~~$1.8 billion at ~~September~~June 30, ~~2016~~2017 as compared to ~~June 30, 2016~~ March 31, 2017. Both the increases in average and ending balances were primarily due to the ~~maturity and repayment of~~new FHLB advances ~~during July 2016, as well the unamortized portion of the $20 million prepayment penalty related to the debt modification during the third quarter of 2016.~~with contractual terms between 13 and 15 months.

Selected Performance Indicators. The following table presents our annualized performance ratios for the periods indicated:


	Three Months Ended September 30,				Nine Months Ended September 30,				Three Months Ended June 30,				Six Months Ended June 30,
	2016		2015		2016		2015		2017		2016		2017		2016
Return on average assets	0.78	%	0.74	%	0.72	%	0.68	%	0.86	%	0.72	%	0.83	%	0.69	%
Return on average shareholders’ equity	7.61		7.20		7.04		6.82		8.27		6.97		7.98		6.75
Return on average tangible shareholders’ equity (ROATE)	11.29		10.36		10.48		10.00		11.88		10.38		11.48		10.07

ROATE, which is a non-GAAP measure, is computed by dividing net income by average shareholders’ equity less average goodwill and average other intangible assets, as follows:


	Three Months Ended September 30,						Nine Months Ended September 30,						Three Months Ended June 30,						Six Months Ended June 30,
	2016			2015			2016			2015			2017			2016			2017			2016
	($ in thousands)												($ in thousands)
Net income	$	42,842		$	35,954		$	118,056		$	98,286		$	50,065		$	39,027		$	96,160		$	75,214
Average shareholders’ equity	2,251,461			1,997,369			2,236,578			1,921,578			2,420,848			2,238,510			2,410,063			2,229,040
Less: Average goodwill and other intangible assets	(733,830		)	(609,632		)	(734,788		)	(611,540		)	(734,616		)	(735,115		)	(735,393		)	(735,276		)
Average tangible shareholders’ equity	$	1,517,631		$	1,387,737		$	1,501,790		$	1,310,038		$	1,686,232		$	1,503,395		$	1,674,670		$	1,493,764
Annualized ROATE	11.29		%	10.36		%	10.48		%	10.00		%	11.88		%	10.38		%	11.48		%	10.07		%

Management believes the ROATE measure provides information useful to management and investors in understanding our underlying operational performance, our business and performance trends and the measure facilitates comparisons with the performance of others in the financial services industry. This non-GAAP financial measure should not be considered in isolation or as a substitute for or superior to financial measures calculated in accordance with U.S. GAAP. These non-GAAP financial measures may also be calculated differently from similar measures disclosed by other companies.

All of the above ratios are, from time to time, impacted by net gains and losses on securities transactions, net gains on sales of loans and net impairment losses on securities recognized in non-interest income. These amounts can vary widely from period to period due to, among other factors, the level of sales of our investment securities classified as available for sale, the amount of residential mortgage loans originated for sale, and the results of our quarterly impairment analysis of the held to maturity and available for sale investment portfolios. See the “Non-Interest Income” section below for more details.

Net Interest Income

Net interest income on a tax equivalent basis totaling ~~$156.3~~$171.1 million for the ~~third~~second quarter of ~~2016~~2017 increased ~~$2.8~~$17.6 million ~~and $20.4 million from~~as compared to the second quarter of 2016 and ~~third~~increased $6.4 million as compared to the first quarter of ~~2015, respectively.~~2017. Interest income on a tax equivalent basis increased ~~$2.3~~$12.0 million to ~~$193.4~~$213.3 million for the ~~third~~second quarter of 2017 as compared to the first quarter of 2017 mainly due to a 16 basis point increase in the yield on average loans, and increases of $388.6 million and $131.4 million in average loans and taxable investments, respectively. The increase in yield on average loans for the second quarter of 2017 as compared to the linked first quarter was due to higher market interest rates on new loan originations, and a $3.5 million increase in periodic commercial loan fee income related to derivative interest rate swaps executed with customers. Interest expense of $42.2 million for the second quarter of 2017 increased $5.6 million as compared to the first quarter of 2017. During the second quarter of 2017, our interest expense on deposits increased by approximately $3.1 million from the linked first quarter largely due to an increase in short-term market interest rates, a $101.7 million decrease in our average low cost brokered money market deposit account balances and one more day during the second quarter. Interest expense on short-term and long-term borrowings also increased $1.6 million and $840 thousand, respectively, in the second quarter of 2017 as compared to the first quarter of 2017 due, in part, to increases of $274.8 million and $185.4 million in the average balances, respectively. Average short-term and long-term borrowings increased as compared to the first quarter of 2017 mostly due to new FHLB borrowings used to offset a decline in deposits and fund new loans during the second quarter of 2017.

Average interest earning assets increased to $21.4 billion for the second quarter of 2017 as compared to approximately $19.5 billion for the second quarter of 2016 largely due to strong organic and purchased loan growth over the last 12 month period. The broad-based loan growth within several loan categories since June 30, 2016 was largely supplemented by purchased loans, primarily consisting of participations in multi-family loans and whole 1-4 family loans (that were a mix of qualifying and non-qualifying CRA loans with adjustable and fixed rates) over the last 12 months ended June 30, 2017. Compared to the first quarter of 2017, average interest earning assets increased by $467.2 million from $20.9 billion largely due to continued loan growth. Average loans increased $388.6 million to $17.7 billion for the second quarter of 2017 from the first quarter of 2017 mostly due to organic loan growth within the commercial real estate and other consumer loan portfolios. Average total investments increased $99.7 million during the second quarter of 2017 and helped drive a $21.1 million decline in average overnight cash balances, along with normal

fluctuations in overnight cash balances due to the timing of loan originations and additional borrowings to fund such loans.

Average interest bearing liabilities increased $1.3 billion to $15.6 billion for the second quarter of 2017 as compared to the second quarter of 2016 mainly due to ~~increases~~greater use of $317.8 million and $140.3 million in average loans and investments, respectively, partially offset by a 4 basis point decline in the yield on average loans. The decrease in yield on average loans for the third quarter of 2016 as compared to the linked second quarter was due, in part, to a decline in periodic interest income recoveries from non-performing loans (including closed purchased credit-impaired loan pools), as well as a moderate decrease in loan prepayment penalty fees. Interest expense of $37.1 million for the three months ended September 30, 2016 decreased $516 thousand from the second quarter of 2016, and decreased $3.7 million as compared to the third quarter of 2015. During third quarter of 2016, our interest expense on long-term borrowings declined by approximately $1.3 million largely due to the $405 million in FHLB borrowings modified at lower interest rates during August 2016, as well as the maturity of $27 million and $75 million of highboth low cost FHLB borrowings in late April and July 2016, respectively. The reduction in interest expense from the FHLB modifications and repayments was partially offset by higher interest expense on short-term borrowings and interest bearing deposits, which was mostly caused by increases of $221.2 million and $152.2 million in their respective average balances during the third quarter of 2016. The average short-term borrowings increased due to new short-term FHLB borrowings used to fund certain maturities of long-term borrowings over the last two quarters, while average interest bearing deposits increased, in part, due to higher brokered money market ~~deposit account balances.~~

Average interest earning assets increased to $19.9 billion for the third quarter of 2016 as compared to approximately $17.6 billion for the third quarter of 2015 largely due to the acquired loans and investments totaling $825.5 million and $327.3 million, respectively, in the acquisition of CNL on December 1, 2015, as well as strong organic and purchased loan growth over the last twelve month period. The broad-based loan growth within several loan categories since September 30, 2015 was largely supplemented by purchases of loan participations in multi-family loans and 1-4 family loans totaling a combined $713 million primarily from local third party originators during the last twelve months ended September 30, 2016. Compared to the second quarter of 2016, average interest earning assets increased by $359.3 million from $19.5 billion largely due to organic and purchased loan growth mainly within commercial real estate and other consumer loans during the second and third quarters of 2016, partially offset by a decline in overnight cash balances. Average overnight cash balances declined due to the $87 million prepayment of FHLB advances in May 2016, as well as normal fluctuations in the timing of loan originations and other investment activities. As a result of the loan growth over the last six months, average loans increased $317.8 million from the second quarter of 2016. Our average investments also increased $140.3 million as compared to the linked second quarter of 2016 largely due to the purchase of residential mortgage-backed securities during the third quarter of 2016.

~~Average interest bearing liabilities increased $1.6 billion to $14.6 billion for the third quarter of 2016 as compared to the third quarter of 2015 mainly due to~~ deposits and ~~other borrowings totaling $1.2 billion and $147.8 million, respectively, assumed in the acquisition of CNL during the fourth quarter of 2015, and a much greater use of~~ short-term FHLB advances ~~since late December 2015~~ as part of our overall funding and liquidity strategy ~~as well low cost brokered money market deposits.~~over the last 12 month period. Compared to the ~~second~~first quarter of ~~2016,~~2017, average interest bearing liabilities increased ~~$269.0~~$325.8 million in the ~~third~~second quarter of ~~2016~~2017 mostly due to higher levels of ~~both short-term~~ FHLB ~~advances~~borrowings and ~~brokered~~time deposit account balances, partially offset by lower money market deposit account balances. See additional information under "Deposits and Other Borrowings" in the Executive Summary section above.

~~The~~Our net interest margin on a tax equivalent basis of ~~3.14~~3.20 percent for the ~~third~~second quarter of ~~2016 was unchanged from~~2017 increased by 6 basis points as compared to both the second quarter of 2016 and ~~increased 5 basis points as compared to the third~~first quarter of ~~2015.~~2017. The yield on average interest earning assets ~~decreased~~increased by 214 basis points on a linked quarter basis mostly due to the ~~lower~~higher yield on average loans. The yield on average loans ~~decreased 4~~increased 16 basis points to ~~4.13~~4.20 percent for the ~~third~~second quarter of ~~2016~~2017 and was ~~negatively~~positively impacted by the aforementioned ~~decreases~~increases in market interest rates and periodic ~~interest income and~~commercial loan fees as compared to the ~~second~~first quarter of ~~2016. Our~~2017. The yield on average taxable investment securities ~~decreased~~increased by 6 basis points ~~during the third quarter of 2016 as compared~~ to 2.84 percent for the second quarter of ~~2016~~2017 from the first quarter of 2017 largely due to ~~increased~~a decline in premium amortization expense caused by ~~higher~~lower principal repayments on residential mortgage-backed ~~securities, as well as the purchases of lower yielding residential mortgage-backed securities issued by Ginnie Mae.~~securities. The overall cost of average interest bearing liabilities

~~decreased~~ increased by 312 basis points to 1.08 percent during the second quarter of 2017 from ~~1.05~~0.96 percent in the linked first quarter of 2017. The increase was due, in part, to higher interest rates on most deposits and short-term borrowings and one more day during the second quarter of ~~2016. The decrease was primarily due to~~2017, partially offset by a 919 basis point decrease in the cost of long-term borrowings mostly caused by ~~the aforementioned debt modification.~~new lower cost FHLB borrowings. Our cost of total deposits was ~~0.47~~0.53 percent for the second quarter of 2017 as compared to 0.45 percent for the first quarter of 2017.

Looking forward, our net interest margin for the third quarter of ~~2016 and remained unchanged~~2017 may decline as compared to the second quarter of ~~2016.~~

~~The expected future level of our net~~2017 due to a decline in variable interest ~~margin is subject to~~income items, such as derivative swap and loan fee income, as well as a multitude of conditional, and sometimes unpredictable, factors that can impact ~~the~~our actual margin results. For example, our margin may continue to face the risk of compression in the future due to, among other factors, the relatively low level of long-term market interest rates, ~~on most interest earning asset alternatives,~~ further repayment of higher yielding interest earning assets, and the re-pricing risk related to interest bearing deposits and short-term borrowings due to a rise in short-term market interest rates. Additionally, our investment portfolios include a large number of residential mortgage-backed securities purchased at a premium. The amortization of such premiums, which impacts both the yield and interest income recognized on such securities, may increase or decrease depending upon the level of principal prepayments and market interest rates. To manage these risks, we continuously explore ways to maximize our mix of interest earning assets ~~with short durations if long-term market rates were to decline below current levels. However, we continuously manage~~on our balance sheet, ~~and explore ways to reduce our~~while maintaining a low cost of funds to optimize our net interest margin and overall returns. The ~~aforementioned borrowings repaid~~increase in ~~late July~~both the U.S. and Valley prime rates (to 4.25 percent and 5.25 percent, respectively) in response to the ~~debt modification of $405 million~~Federal Reserve's 25 basis point increase in ~~high cost FHLB borrowings during August 2016 are all expected to~~the targeted federal funds rate in mid-June 2017 should benefit both our future net interest income and margin. Additionally, potential future loan growth from both the commercial and consumer lending segments (based upon solid loan ~~demand~~pipelines seen in ~~our primary markets (that has continued into~~ the early stages of the ~~fourth~~third quarter of ~~2016)~~2017) is anticipated to positively impact our future net interest income.

5354

The following table reflects the components of net interest income for the three months ended ~~September 30, 2016,~~ June 30, ~~2016~~2017, March 31, 2017 and ~~September~~June 30, ~~2015:~~2016:

Quarterly Analysis of Average Assets, Liabilities and Shareholders’ Equity and

Net Interest Income on a Tax Equivalent Basis


	Three Months Ended																								Three Months Ended
	September 30, 2016								June 30, 2016								September 30, 2015								June 30, 2017								March 31, 2017								June 30, 2016
	Average Balance			Interest			Average Rate		Average Balance			Interest			Average Rate		Average Balance			Interest			Average Rate		Average Balance			Interest			Average Rate		Average Balance			Interest			Average Rate		Average Balance			Interest			Average Rate
	($ in thousands)																								($ in thousands)
Assets
Interest earning assets:
Loans (1)(2)	$	16,570,723		$	171,146		4.13	%	$	16,252,915		$	169,430		4.17	%	$	14,709,618		$	157,146		4.27	%	$	17,701,676		$	185,863		4.20	%	$	17,313,100		$	175,017		4.04	%	$	16,252,915		$	169,430		4.17	%
Taxable investments (3)	2,531,202			15,844			2.50		2,433,896			15,572			2.56		2,070,806			13,806			2.67		2,967,729			21,065			2.84		2,836,300			19,740			2.78		2,433,896			15,572			2.56
Tax-exempt investments (1)(3)	628,951			6,189			3.94		585,948			5,745			3.92		553,225			5,528			4.00		581,263			6,066			4.17		612,946			6,201			4.05		585,948			5,745			3.92
Federal funds sold and other interest bearing deposits	165,956			193			0.47		264,813			296			0.45		263,642			150			0.23		166,003			279			0.67		187,118			331			0.71		264,813			296			0.45
Total interest earning assets	19,896,832			193,372			3.89		19,537,572			191,043			3.91		17,597,291			176,630			4.01		21,416,671			213,273			3.98		20,949,464			201,289			3.84		19,537,572			191,043			3.91
Allowance for loan losses	(109,504		)						(107,892		)						(105,114		)						(116,254		)						(115,300		)						(107,892		)
Cash and due from banks	279,720								294,046								244,748								231,960								241,346								294,046
Other assets	2,012,532								2,003,679								1,792,769								1,879,853								1,938,949								2,003,679
Unrealized gains (losses) on securities available for sale, net	1,890								2,972								(9,529		)
Unrealized (losses) gains on securities available for sale, net																									(15,971		)						(18,173		)						2,972
Total assets	$	22,081,470							$	21,730,377							$	19,520,165							$	23,396,259							$	22,996,286							$	21,730,377
Liabilities and shareholders’ equity
Interest bearing liabilities:
Savings, NOW and money market deposits	$	8,509,793		$	10,165		0.48	%	$	8,369,553		$	9,961		0.48	%	$	7,090,155		$	5,587		0.32	%	$	8,803,028		$	12,715		0.58	%	$	9,049,446		$	10,183		0.45	%	$	8,369,553		$	9,961		0.48	%
Time deposits	3,082,100			9,412			1.22		3,070,113			9,223			1.20		3,104,238			9,535			1.23		3,290,407			10,166			1.24		3,178,452			9,553			1.20		3,070,113			9,223			1.20
Total interest bearing deposits	11,591,893			19,577			0.68		11,439,666			19,184			0.67		10,194,393			15,122			0.59		12,093,435			22,881			0.76		12,227,898			19,736			0.65		11,439,666			19,184			0.67
Short-term borrowings	1,439,352			3,545			0.99		1,218,154			3,120			1.02		170,115			126			0.30		1,837,809			5,516			1.20		1,563,000			3,901			1.00		1,218,154			3,120			1.02
Long-term borrowings (4)	1,518,757			13,935			3.67		1,623,136			15,269			3.76		2,582,734			25,482			3.95		1,679,691			13,790			3.28		1,494,273			12,950			3.47		1,623,136			15,269			3.76
Total interest bearing liabilities	14,550,002			37,057			1.02		14,280,956			37,573			1.05		12,947,242			40,730			1.26		15,610,935			42,187			1.08		15,285,171			36,587			0.96		14,280,956			37,573			1.05
Non-interest bearing deposits	5,077,032								5,013,821								4,397,325								5,195,052								5,138,870								5,013,821
Other liabilities	202,975								197,090								178,229								169,424								173,086								197,090
Shareholders’ equity	2,251,461								2,238,510								1,997,369								2,420,848								2,399,159								2,238,510
Total liabilities and shareholders’ equity	$	22,081,470							$	21,730,377							$	19,520,165							$	23,396,259							$	22,996,286							$	21,730,377
Net interest income/interest rate spread (5)				$	156,315		2.87	%				$	153,470		2.86	%				$	135,900		2.75	%				$	171,086		2.90	%				$	164,702		2.88	%				$	153,470		2.86	%
Tax equivalent adjustment				(2,169		)						(2,015		)						(1,940		)						(2,126		)						(2,173		)						(2,015		)
Net interest income, as reported				$	154,146							$	151,455							$	133,960							$	168,960							$	162,529							$	151,455
Net interest margin (6)							3.10	%							3.10	%							3.05	%							3.16	%							3.10	%							3.10	%
Tax equivalent effect							0.04	%							0.04	%							0.04	%							0.04	%							0.04	%							0.04	%
Net interest margin on a fully tax equivalent basis (6)							3.14	%							3.14	%							3.09	%							3.20	%							3.14	%							3.14	%

5455

The following table reflects the components of net interest income for the ~~nine~~six months ended ~~September~~June 30, ~~2016~~2017 and ~~2015:~~2016:

Analysis of Average Assets, Liabilities and Shareholders’ Equity and

Net Interest Income on a Tax Equivalent Basis


	Nine Months Ended																Six Months Ended
	September 30, 2016								September 30, 2015								June 30, 2017								June 30, 2016
	Average Balance			Interest			Average Rate		Average Balance			Interest			Average Rate		Average Balance			Interest			Average Rate		Average Balance			Interest			Average Rate
	($ in thousands)																($ in thousands)
Assets
Interest earning assets:
Loans (1)(2)	$	16,273,482		$	506,652		4.15	%	$	14,144,921		$	465,803		4.39	%	$	17,508,461		$	360,880		4.12	%	$	16,123,229		$	335,506		4.16	%
Taxable investments (3)	2,487,853			46,895			2.51		2,189,527			44,326			2.70		2,902,378			40,805			2.81		2,465,941			31,051			2.52
Tax-exempt investments (1)(3)	594,846			17,611			3.95		543,992			16,616			4.07		597,017			12,267			4.11		577,607			11,422			3.95
Federal funds sold and other interest bearing deposits	285,378			846			0.40		280,663			516			0.25		176,502			610			0.69		345,745			653			0.38
Total interest earning assets	19,641,559			572,004			3.88		17,159,103			527,261			4.10		21,184,358			414,562			3.91		19,512,522			378,632			3.88
Allowance for loan losses	(108,150		)						(104,650		)						(115,780		)						(107,466		)
Cash and due from banks	290,124								319,936								236,627								295,384
Other assets	2,009,780								1,791,633								1,909,238								2,008,389
Unrealized losses on securities available for sale, net	(1,691		)						(4,091		)						(17,066		)						(3,501		)
Total assets	$	21,831,622							$	19,161,931							$	23,197,377							$	21,705,328
Liabilities and shareholders’ equity
Interest bearing liabilities:
Savings, NOW and money market deposits	$	8,404,929		$	29,369		0.47	%	$	7,103,105		$	17,493		0.33	%	8,925,556			22,898			0.51	%	8,351,921			19,204			0.46	%
Time deposits	3,093,311			28,220			1.22		2,885,922			25,637			1.18		3,234,739			19,719			1.22		3,098,978			18,808			1.21
Total interest bearing deposits	11,498,240			57,589			0.67		9,989,027			43,130			0.58		12,160,295			42,617					11,450,899			38,012			0.66
Short-term borrowings	1,240,235			8,537			0.92		184,586			427			0.31		1,701,164			9,417			1.11		1,139,583			4,992			0.88
Long-term borrowings (4)	1,650,999			45,948			3.71		2,578,452			75,649			3.91		1,587,494			26,740			3.37		1,717,846			32,013			3.73
Total interest bearing liabilities	14,389,474			112,074			1.04	%	12,752,065			119,206			1.25	%	15,448,953			78,774			1.02		14,308,328			75,017			1.05
Non-interest bearing deposits	5,003,375								4,313,620								5,167,116								4,966,142
Other liabilities	202,204								174,668								171,245								201,818
Shareholders’ equity	2,236,569								1,921,578								2,410,063								2,229,040
Total liabilities and shareholders’ equity	$	21,831,622							$	19,161,931							$	23,197,377							$	21,705,328
Net interest income/interest rate spread (5)				$	459,930		2.84	%				$	408,055		2.85	%				$	335,788		2.89	%				$	303,615		2.83	%
Tax equivalent adjustment				(6,176		)						(5,832		)						(4,299		)						(4,007		)
Net interest income, as reported				$	453,754							$	402,223							$	331,489							$	299,608
Net interest margin (6)							3.08	%							3.13	%							3.13	%							3.07	%
Tax equivalent effect							0.04	%							0.04	%							0.04	%							0.04	%
Net interest margin on a fully tax equivalent basis (6)							3.12	%							3.17	%							3.17	%							3.11	%


(1)	Interest income is presented on a tax equivalent basis using a 35 percent federal tax rate.


(2)	Loans are stated net of unearned income and include non-accrual loans.


(3)	The yield for securities that are classified as available for sale is based on the average historical amortized cost.


(4)	Includes junior subordinated debentures issued to capital trusts which are presented separately on the consolidated

statements of financial condition.


(5)	Interest rate spread represents the difference between the average yield on interest earning assets and the average cost of interest bearing liabilities and is presented on a fully tax equivalent basis.


(6)	Net interest income as a percentage of total average interest earning assets.

5556

The following table demonstrates the relative impact on net interest income of changes in the volume of interest earning assets and interest bearing liabilities and changes in rates earned and paid by us on such assets and liabilities. Variances resulting from a combination of changes in volume and rates are allocated to the categories in proportion to the absolute dollar amounts of the change in each category.

Change in Net Interest Income on a Tax Equivalent Basis


	Three Months Ended September 30, 2016 Compared to September 30, 2015									Nine Months Ended September 30, 2016 Compared to September 30, 2015									Three Months Ended June 30, 2017 Compared to June 30, 2016									Six Months Ended June 30, 2017 Compared to June 30, 2016
	Change Due to Volume			Change Due to Rate			Total Change			Change Due to Volume			Change Due to Rate			Total Change			Change Due to Volume			Change Due to Rate			Total Change			Change Due to Volume			Change Due to Rate			Total Change
	(in thousands)																		(in thousands)
Interest Income:
Loans*	$	19,359		$	(5,359	)	$	14,000		$	67,288		$	(26,439	)	$	40,849		$	13,999		$	2,434		$	16,433		$	27,396		$	(2,022	)	$	25,374
Taxable investments	2,922			(884		)	2,038			5,763			(3,194		)	2,569			3,665			1,828			5,493			5,882			3,872			9,754
Tax-exempt investments*	746			(85		)	661			1,517			(522		)	995			(46		)	367			321			391			454			845
Federal funds sold and other interest bearing deposits	(71		)	114			43			9			321			330			(134		)	117			(17		)	(418		)	375			(43		)
Total increase (decrease) in interest income	22,956			(6,214		)	16,742			74,577			(29,834		)	44,743
Total increase in interest income																			17,484			4,746			22,230			33,251			2,679			35,930
Interest Expense:
Savings, NOW and money market deposits	1,280			3,298			4,578			3,615			8,261			11,876			537			2,217			2,754			1,376			2,318			3,694
Time deposits	(68		)	(55		)	(123		)	1,878			705			2,583			675			268			943			827			84			911
Short-term borrowings	2,607			812			3,419			6,028			2,082			8,110			1,791			605			2,396			2,883			1,542			4,425
Long-term borrowings and junior subordinated debentures	(9,869		)	(1,678		)	(11,547		)	(25,986		)	(3,715		)	(29,701		)	517			(1,996		)	(1,479		)	(2,326		)	(2,947		)	(5,273		)
Total (decrease) increase in interest expense	(6,050		)	2,377			(3,673		)	(14,465		)	7,333			(7,132		)
Total increase (decrease) in net interest income	$	29,006		$	(8,591	)	$	20,415		$	89,042		$	(37,167	)	$	51,875
Total increase in interest expense																			3,520			1,094			4,614			2,760			997			3,757
Total increase in net interest income																			$	13,964		$	3,652		$	17,616		$	30,491		$	1,682		$	32,173


*	Interest income is presented on a tax equivalent basis using a 35 percent tax rate.

Non-Interest Income

The following table presents the components of non-interest income for the three and ~~nine~~six months ended ~~September~~June 30, ~~2016~~2017 and ~~2015:~~2016:


	Three Months Ended September 30,						Nine Months Ended September 30,						Three Months Ended June 30,					Six Months Ended June 30,
	2016			2015			2016			2015			2017		2016			2017			2016
	(in thousands)												(in thousands)
Trust and investment services	$	2,628		$	2,450		$	7,612		$	7,520		$	2,800	$	2,544		$	5,544		$	4,984
Insurance commissions	4,580			4,119			14,133			12,454			4,358		4,845			9,419			9,553
Service charges on deposit accounts	5,263			5,241			15,460			15,794			5,342		5,094			10,578			10,197
(Losses) gains on securities transactions, net	(10		)	157			258			2,481
Gains (losses) on securities transactions, net													22		(3		)	(1		)	268
Fees from loan servicing	1,598			1,703			4,753			4,948			1,831		1,561			3,646			3,155
Gains on sales of loans, net	4,823			2,014			9,723			3,034			4,791		3,105			8,919			4,900
Gains (losses) on sales of assets, net	310			(558		)	1,009			(77		)
Bank owned life insurance	1,683			1,806			5,464			5,188			1,701		1,818			4,164			3,781
Change in FDIC loss-share receivable	(313		)	(55		)	(872		)	(3,380		)
Other	4,291			4,042			13,025			11,802			3,845		5,300			7,480			8,874
Total non-interest income	$	24,853		$	20,919		$	70,565		$	59,764		$	24,690	$	24,264		$	49,749		$	45,712

~~Insurance commissions~~Non-interest income increased ~~$461~~$426 thousand and ~~$1.7~~$4.0 million for the three and ~~nine~~six months ended ~~September~~June 30, ~~2016,~~2017, respectively, as compared with the same periods in 2015 mainly due to higher commissions generated from the Bank's insurance agency subsidiary, including additional fees related to certain intangible assets acquired from an independent insurance agency during the first quarter of 2016. See Note 2 to the consolidated financial statements for more details on this acquisition.

~~Net gains on securities transactions decreased $2.2 million for the nine months ended September 30,~~ 2016 as compared with the same period in 2015 due to an immaterial amount of investment securities sold during the nine months ended September 30, 2016. Net gains during the first nine months of 2015 related to the sale of corporate debt securities and trust preferred securities with a total unamortized cost of approximately $34.2 million, including one corporate debt security classified as held to maturity with amortized cost of $9.8 million during the first quarter of 2015. The sales of these securities were primarily due to an ~~investment portfolio re-balancing during the first quarter~~increase in net gains on sales of 2015 due to changes in our regulatory capital calculation under the new Basel III regulatory capital reform (effective for Valley on January 1, 2015). Under ASC Topic 320, “Investments - Debt and Equity Securities,” the sale of held to maturity securities based upon the change in capital requirements is permitted without tainting the remaining held to maturity investment portfolio.loans, partially offset by lower other non-interest income.

Net gains on sales of loans increased ~~$2.8~~$1.7 million and ~~$6.7~~$4.0 million for the three and ~~nine~~six months ended ~~September~~June 30, ~~2016 and 2015,~~2017, respectively, as compared to the same periods in ~~2015~~2016. The increase was largely ~~due~~driven by the completion of the sale of approximately $104 million of performing 30-year fixed rate mortgages transferred to loans held for sale at March 31, 2017. During the second quarter of 2017, we sold a ~~higher volume~~total of $159.9 million of residential mortgage loans ~~originated~~(including $115.1 million of loans held for sale during three and nine months ended September 30, 2016 and the continued success of our low fixed cost mortgage refinance programs. Loans originated for sale (including both new and refinanced loans) increased $118.0 million to $171.9 million for the third quarter of 2016at March 31, 2017) as compared to $54.0 million in the ~~same~~second quarter ~~in 2015.~~of 2016. During the ~~third quarter of 2016,~~six months ended June 30, 2017, we sold ~~$149.2~~$296.5 million of ~~fixed-rate~~ residential mortgage loans as compared to ~~$40.4~~$182.8 million infor the ~~third quarter of 2015.~~same period one year ago. Our net gains on sales of loans for each period are comprised of both gains on sales of residential mortgages and the net change in the mark to market gains and losses on our loans ~~held~~originated for sale and carried at fair value at each period end. The net change in the fair value of loans held for sale resulted in net ~~gains~~losses of ~~$696~~$157 thousand and ~~$660~~$849 thousand for the three months ended ~~September~~June 30, ~~2016~~2017 and ~~2015,~~2016, respectively, and ~~$346~~net gains of $848 thousand and ~~$813~~$123 thousand for the ~~nine~~six months ended ~~September~~June 30, 2017 and 2016, ~~and 2015,~~ respectively. Our decision to either sell or retain our mortgage loan production is dependent upon, among other factors, the levels of interest rates, consumer demand, the economy and our ability to maintain the appropriate level of interest rate risk on our balance sheet. See further discussions of our residential mortgage loan origination activity under the “Loan Portfolio” section of this MD&A below.

~~Net gains on sales of assets increased $868 thousand~~Other non-interest income decreased $1.5 million and ~~$1.1~~$1.4 million for the three and ~~nine~~six months ended ~~September~~June 30, ~~2016, respectively,~~2017 as compared to the same periods in ~~2015.~~2016. The ~~quarter over quarter increase~~decrease was ~~mainly as result~~largely due to a decline in net gains on sales of ~~losses on seven branches during~~assets for the ~~third~~second quarter of ~~2015 that were closed as part of our on-going branch "right-sizing" effort initiated in the second half of 2015. The increase during the nine months ended September 30, 2016~~2017 as compared to the same ~~period~~quarter in ~~2015 was mainly due to~~2016 caused by net gains from the sale of two ~~former~~closed branch locations ~~that were closed~~recognized in the second quarter of 2016. ~~See the "Branch Efficiency and Cost Reduction Plans" section below for additional information.~~

The Bank and the FDIC share in the losses on loans and real estate owned as part of the loss-sharing agreements from FDIC-assisted transactions, including loss-sharing agreements acquired from 1st United on November 1, 2014. The asset arising from the loss-sharing agreements is referred to as the “FDIC loss-share receivable” and it is included in "Other assets" on Valley's consolidated statements of financial condition. Within the non-interest income category, we may recognize income or expense related to the change in the FDIC loss-share receivable resulting from (i) a change in the estimated credit losses on the pools of covered loans, (ii) income from reimbursable expenses incurred during the period, (iii) accretion of the discount resulting from the present value of the receivable recorded at the acquisition dates, and (iv) prospective recognition of decreases in the receivable attributable to better than originally estimated cash flows on certain covered loan pools. The aggregate effect of changes in the FDIC loss-share receivable was a net reduction in non-interest income of $313 thousand and $55 thousand for the three months ended September 30, 2016 and 2015, respectively, and $872 thousand and $3.4

5758

million for the nine months ended September 30, 2016 and 2015, respectively. The majority of the larger reduction in both the receivable and non-interest income during the the nine months ended September 30, 2015 related to the prospective adjustment to the receivable for better than originally estimated cash flows on certain pools of covered loans since the acquisition. These prospective adjustments were recognized only through the March 2015 expiration date of the related commercial loan loss-sharing agreements from Valley's 2010 FDIC-assisted transactions.

~~See the “FDIC Loss-Share Receivable Related to Covered Loans and Foreclosed Assets” section below in this MD&A and Note 8 to the consolidated financial statements for further details.~~

Non-Interest Expense

The following table presents the components of non-interest expense for the three and ~~nine~~six months ended ~~September~~June 30, ~~2016~~2017 and ~~2015:~~2016:


	Three Months Ended September 30,				Nine Months Ended September 30,				Three Months Ended June 30,				Six Months Ended June 30,
	2016		2015		2016		2015		2017		2016		2017		2016
	(in thousands)								(in thousands)
Salary and employee benefits expense	$	58,107	$	54,315	$	174,438	$	165,601	$	61,338	$	56,072	$	125,054	$	116,331
Net occupancy and equipment expense	20,658		21,526		65,615		65,858		22,609		22,168		45,644		44,957
FDIC insurance assessment	4,804		4,168		14,998		11,972		4,928		5,095		10,055		10,194
Amortization of other intangible assets	2,675		2,232		8,452		6,721		2,562		2,928		5,098		5,777
Professional and legal fees	4,031		4,643		13,398		12,043		4,302		5,472		8,997		9,367
Amortization of tax credit investments	6,450		5,224		21,360		14,231		7,732		7,646		13,056		14,910
Telecommunications expense	2,459		2,050		7,139		6,101		2,707		2,294		5,366		4,680
Other	14,084		14,494		45,896		41,655		13,061		18,128		26,921		31,812
Total non-interest expense	$	113,268	$	108,652	$	351,296	$	324,182	$	119,239	$	119,803	$	240,191	$	238,028

Non-interest expense decreased $564 thousand for the three months ended June 30, 2017 and increased$2.2 million for the six months ended June 30, 2017 as compared with the same periods in 2016. The increase during the first half of 2017 as compared to the 2016 period was mainly due to higher salary and employee benefits expense, partially offset by decreases in other non-interest expense and amortization of tax credit investments.

Salary and employee benefits expense increased ~~$3.8~~$5.3 million and ~~$8.8~~$8.7 million for the three and ~~nine~~six months ended ~~September~~June 30, ~~2016, respectively,~~2017 as compared to the same periods in ~~2015 largely~~2016 mainly due to ~~additional staffing expenses related to our acquisition of CNL on December 1, 2015. However, the increase during the nine months ended September 30, 2016 was partially offset by lower~~increased salaries and cash incentive compensation ~~accruals, as well as an increase in net periodic pension income from our frozen qualified pension plan as compared to 2015 period. Our~~for the three and six months ended June 30, 2017, respectively. In addition, health ~~care~~insurance expenses increased by ~~$547~~$728 thousand and ~~$719~~$985 thousand during the three and ~~nine~~six months ended ~~September~~June 30, ~~2016,~~2017, respectively, as compared towith the same periods in ~~2015. While this increase can be mostly attributed to the CNL acquisition, our~~2016. Our health care expenses are at times volatile due to self-funding of a large portion of our insurance plan and these medical expenses can and will fluctuate in the future based on our plan ~~experience into~~experience. The increase in salary and employee benefits expense during the ~~foreseeable future.~~

~~Net occupancy and equipment expenses decreased $868 thousand for the three~~six months ended ~~September~~June 30, ~~2016~~2017 was also attributable to a $1.6 million increase in stock-based compensation expense as compared to the same period of 2015 mainly due to a reduction in branch rental expense caused by the reversal of an accrued lease obligation of a terminated lease for a previously closed branch location during the third quarter of 2016 and lower periodic repairs and maintenance expenses. The decreases were partially offset by an increase in depreciation expense mostly caused by the acquired CNL branches. See the "Branch Efficiency and Cost Reduction Plans" section below for additional information.2016.

~~FDIC insurance assessments increased $636 thousand~~Professional and ~~$3.0~~legal fees decreased $1.2 million for the three ~~and nine~~ months ended ~~September~~June 30, ~~2016, respectively,~~2017 as compared to the same ~~periods~~period in ~~2015~~2016 largely due to ~~our growth resulting from the CNL acquisition~~a decrease in legal fees related to general corporate matters and ~~expansion of our commercial lending segment during the nine months ended September 30, 2016.~~

Amortization of intangible assets increased $443 thousand and $1.7 million for the three and nine months ended September 30, 2016, respectively, as compared to the same periods in 2015 mainly due to increases of $577 thousand and $1.8 million in amortization expense of core deposit intangibles during the respective periods of 2016 due to the CNL acquisition.litigation.

Amortization of tax credit investments ~~increased $1.2 million and $7.1~~decreased $1.9 million for the ~~three and nine~~six months ended ~~September~~June 30, 2017 as compared with the same period in 2016 ~~respectively,~~mainly due to the lower level of net tax credit investments held at June 30, 2017 as compared to ~~the same periods in 2015 mainly due to additional purchases of tax-advantaged investments over the last twelve months.~~June 30, 2016. These investments, while negatively impacting the level of our operating expenses and efficiency ratio, ~~directly~~produce tax credits that reduce our income tax expense and effective tax rate. See Note 1413 to the consolidated financial statements for more details regarding our tax credit investments.

Other non-interest ~~expense increased$4.2~~income expenses decreased $5.1 million and $4.9 million for ~~nine~~the three and six months ended ~~September~~June 30, ~~2016~~2017, respectively, as compared towith the same ~~period~~periods in ~~2015~~2016 mainly due to declines in ~~part, to~~both operating losses and ~~debt prepayment penalties totaling $1.3 million~~branch closing costs and ~~$315 thousand, respectively, during the second quarter of 2016. Within~~an increase in net gains on other non-interest expense, we also experienced moderate increases in several items, including debit card and ATM expenses, travel and entertainment, and insurance expense as compared to the nine months ended September 30, 2015 partly caused by our growth, both organically and through acquisition.real estate owned.

Efficiency Ratios

The efficiency ratio measures total non-interest expense as a percentage of net interest income plus total non-interest income. We believe this non-GAAP measure provides a meaningful comparison of our operational performance and facilitates investors’ assessments of business performance and trends in comparison to our peers in the banking industry. Our overall efficiency ratio, and its comparability to some of our peers, is negatively impacted by the amortization of tax credit investments within non-interest ~~expense and, from time to time, reductions in our non-interest income related to changes in the FDIC loss-share receivable.~~expense.

The following table presents our efficiency ratio and a reconciliation of the efficiency ratio adjusted for ~~such~~certain items during the three and ~~nine~~six months ended ~~September~~June 30, ~~2016~~2017 and ~~2015:~~

2016:

Three Months Ended
September 30, Nine Months Ended
September 30,
2016 2015 2016 2015
($ in thousands)
Total non-interest expense $ 113,268
$ 108,652
$ 351,296
$ 324,182
Less: Amortization of tax credit investments 6,450
5,224
21,360
14,231
Total non-interest expense, adjusted $ 106,818
$ 103,428
$ 329,936
$ 309,951

Net interest income $ 154,146
$ 133,960
$ 453,754
$ 402,223
Total non-interest income 24,853
20,919

70,565
59,764
Total net interest income and non-interest income $ 178,999
$ 154,879
$ 524,319
$ 461,987
Less: Change in FDIC loss-share receivable (313 ) (55 ) (872 ) (3,380 )
Total net interest income and non-interest income, adjusted $ 179,312
$ 154,934
$ 525,191
$ 465,367
Efficiency ratio 63.28 % 70.15 % 67.00 % 70.17 %
Efficiency ratio, adjusted 59.57 % 66.76 % 62.82 % 66.60 %

~~Branch Efficiency and Cost Reduction Plans~~

In the second quarter of 2015, we disclosed a branch efficiency plan to "right-size" our branch network. We, like many in the banking industry, have experienced a significant decline in branch foot traffic as the emergence of self-service technology continues to reshape the banking industry. In response to these shifts in customer preference we have invested in new delivery channels and systems that will modernize the branch banking experience. Mobile

banking, remote deposit, enhanced ATMs, online account opening, cash recyclers and complementary online services are part of our modernization plan and will redefine the traditional banking experience at Valley.

As a result of our reviews and the evolution of banking in general, our current plan included the closure and consolidation of 31 branch locations based upon our continuous evaluation of customer delivery channel preferences, branch usage patterns, and other factors. Of the 31 branches, 30 branches were closed as of September 30, 2016 (including 3 Florida branches closed during the third quarter of 2016 and 13 mostly New Jersey branches closed in the second quarter of 2016). The remaining branch, located in Sebastian, Florida, was sold with its deposits totaling approximately $13 million to another financial institution during October 2016. The transaction is expected to result in an immaterial gain for the fourth quarter of 2016.

We have continued to evaluate the operational efficiency of our entire branch network (consisting of 110 leased and 99 owned office locations) to ensure the optimal performance of our retail operations, in conjunction with several other factors, including our customers’ delivery channel preferences, branch usage patterns, and the potential opportunity to move existing customer relationships to another branch location without imposing a negative impact on their banking experience.

In addition to the branch closures, Valley commenced a cost reduction plan in the fourth quarter of 2015 aimed at achieving operational efficiencies through streamlining various aspects of Valley's business model, staff reductions and further utilization of technological enhancements. When both of these plans were consummated, we expected the fully implemented reduction in annual operating expenses to be approximately $18 million. Due to enhancements to the original plans, including the three additional branch closures during the third quarter of 2016, we now believe these savings will ultimately increase to nearly $20 million. These measures are currently on track to save $15 million in pre-tax operating expenses for the full year of 2016, exclusive of the CNL staffing reductions effective April 1, 2016.



	Three Months Ended June 30,						Six Months Ended June 30,
	2017			2016			2017			2016
	($ in thousands)
Total non-interest expense	$	119,239		$	119,803		$	240,191		$	238,028
Less: Amortization of tax credit investments	7,732			7,646			13,056			14,910
Total non-interest expense, adjusted	$	111,507		$	112,157		$	227,135		$	223,118

Net interest income	$	168,960		$	151,455		$	331,489		$	299,608
Total non-interest income	24,690			24,264			49,749			45,712
Total net interest income and non-interest income	$	193,650		$	175,719		$	381,238		$	345,320
Efficiency ratio	61.57		%	68.18		%	63.00		%	68.93		%
Efficiency ratio, adjusted	57.58		%	63.83		%	59.58		%	64.61		%

Income Taxes

Income tax expense was ~~$17.0~~$20.7 million and ~~$10.2~~$15.5 million for the three months ended ~~September~~June 30, ~~2016~~2017 and ~~2015,~~2016, respectively, and ~~$46.9~~$38.8 million and ~~$34.9~~$29.8 million for the ~~nine~~six months ended ~~September~~June 30, ~~2016~~2017 and ~~2015,~~2016, respectively. Our effective tax rate was ~~28.5~~29.3 percent and ~~22.1~~28.4 percent for the ~~third quarters of~~three months ended June 30, 2017 and 2016, respectively, and ~~2015, respectively,~~28.7 percent and 28.4 percent ~~and 26.2 percent~~ for the ~~nine~~six months ended ~~September~~June 30, 2017 and 2016, ~~and 2015,~~ respectively. The increase in effective tax rate during both the three and nine months of 2016 was mostly due to an increase in the marginal tax expense as a result of an increase in income before taxes as compared to the same periods of 2015.

U.S. GAAP requires that any change in judgment or change in measurement of a tax position taken in a prior annual period be recognized as a discrete event in the quarter in which it occurs, rather than being recognized as a change in effective tax rate for the current year. Our adherence to these tax guidelines may result in volatile effective income tax rates in future quarterly and annual periods. Factors that could impact management’s judgment include changes in income, tax laws and regulations, and tax planning strategies. For the remainder of ~~2016,~~2017, we anticipate that our effective tax rate will range from 2728 percent to 3031 percent. The effective tax rate is generally lower than the statutory rate primarily due to tax credits derived from our investments in qualified affordable housing projects and other investments related to community development and renewable energy sources, as well as earnings from other tax-exempt investments. See Note 1413 to the consolidated financial statements for additional information regarding our tax credit investments.

Business Segments

We have four business segments that we monitor and report on to manage our business operations. These segments are consumer lending, commercial lending, investment management, and corporate and other adjustments. Our reportable segments have been determined based upon Valley’s internal structure of operations and lines of business. Each business segment is reviewed routinely for its asset growth, contribution to income before income taxes and return on average interest earning assets and impairment (if events or circumstances indicate a possible

inability to realize the carrying amount). Expenses related to the branch network, all other components of retail banking, along with the back office departments of our subsidiary bank are allocated from the corporate and other adjustments segment to each of the other three business segments. Interest expense and internal transfer expense (for general corporate expenses) are allocated to each business segment utilizing a “pool funding” methodology, which involves the allocation of uniform funding cost based on each segments’ average earning assets outstanding for the period. The financial reporting for each segment contains allocations and reporting in line with our operations, which may not necessarily be comparable to any other financial institution. The accounting for each segment includes internal accounting policies designed to measure consistent and reasonable financial reporting, and may result in income and expense measurements that differ from amounts under U.S. GAAP. Furthermore,

changes in management structure or allocation methodologies and procedures may result in changes in reported segment financial data.

The following tables present the financial data for each business segment for the three months ended ~~September~~June 30, ~~2016~~2017 and ~~2015:~~2016:


	Three Months Ended September 30, 2016															Three Months Ended June 30, 2017
	Consumer Lending			Commercial Lending			Investment Management			Corporate and Other Adjustments			Total			Consumer Lending			Commercial Lending			Investment Management			Corporate and Other Adjustments			Total
	($ in thousands)															($ in thousands)
Average interest earning assets	$	5,038,230		$	11,532,493		$	3,326,109		$	—		$	19,896,832		$	5,125,615		$	12,576,063		$	3,714,993		$	—		$	21,416,671
Income (loss) before income taxes	17,071			46,456			6,657			(10,293		)	59,891			15,055			58,387			9,864			(12,527		)	70,779
Annualized return on average interest earning assets (before tax)	1.36		%	1.61		%	0.80		%	N/A			1.20		%	1.17		%	1.86		%	1.06		%	N/A			1.32		%


	Three Months Ended September 30, 2015															Three Months Ended June 30, 2016
	Consumer Lending			Commercial Lending			Investment Management			Corporate and Other Adjustments			Total			Consumer Lending			Commercial Lending			Investment Management			Corporate and Other Adjustments			Total
	($ in thousands)															($ in thousands)
Average interest earning assets	$	4,904,768		$	9,804,850		$	2,887,673		$	—		$	17,597,291		$	5,099,474		$	11,153,441		$	3,284,657		$	—		$	19,537,572
Income (loss) before income taxes	12,018			38,192			4,291			(8,368		)	46,133			14,160			47,425			5,359			(12,457		)	54,487
Annualized return on average interest earning assets (before tax)	0.98		%	1.56		%	0.59		%	N/A			1.05		%	1.11		%	1.70		%	0.65		%	N/A			1.12		%

Consumer Lending

This segment, representing approximately ~~29.8~~28.0 percent of our loan portfolio at ~~September~~June 30, ~~2016,~~2017, is mainly comprised of residential mortgage loans and automobile loans, and to a lesser extent, home equity loans, secured personal lines of credit and ~~automobile loans.~~other consumer loans (including credit card loans). The duration of the residential mortgage loan portfolio (which represented ~~17.0~~15.4 percent of our loan portfolio at ~~September~~June 30, ~~2016,~~2017, including covered loans) is subject to movements in the market level of interest rates and forecasted prepayment speeds. The weighted average life of the automobile loans (representing ~~6.7~~6.5 percent of total loans at ~~September~~June 30, ~~2016)~~2017) is relatively unaffected by movements in the market level of interest rates. However, the average life may be impacted by new loans as a result of the availability of credit within the automobile marketplace and consumer demand for purchasing new or used automobiles. The consumer lending segment also includes the Wealth Management Division, comprised of trust, asset management, ~~insurance services,~~ and ~~asset-based lending support~~insurance services.

Average interest earning assets in this segment increased $~~133.5~~26.1 million to ~~$5.0~~$5.1 billion for the three months ended ~~September~~June 30, ~~2016~~2017 as compared to the ~~third~~second quarter of ~~2015.~~2016. The increase was largely due to ~~continued~~ solid organic growth in secured personal lines of credit ~~over the last 12-month period,~~and auto loans, partially offset by ~~declines~~a decline in ~~auto loan volume and our election to originate a higher volume of~~ residential mortgage loans ~~for sale, rather than investment during 2016. At September~~caused by a high volume of loan sales into the secondary market. Home equity loan volumes and customer usage of existing home equity lines of credit also steadily declined since June 30, 2016 ~~our consumer lending portfolio also included $111.3 million of PCI loans (mostly consisting of residential mortgage loans and home equity loans) acquired in connection with~~despite the

~~CNL merger during the fourth quarter of 2015. These increases were partially offset by the transfer of $174.5 million of performing 30-year fixed~~ relatively favorable interest rate ~~mortgages to loans held for sale during the third quarter of 2016.~~environment.

Income before income taxes generated by the consumer lending segment increased ~~$5.1 million~~$895 thousand to ~~$17.1~~$15.1 million for the ~~third~~second quarter of 2017 as compared to $14.2 million for the second quarter of 2016 ~~as compared to $12.0 million for the third quarter of 2015~~ largely due to ~~increases~~an increase in ~~net interest income and~~ non-interest income ~~totaling $1.9~~of $2.1 million ~~and $3.2 million for the third quarter of 2016, respectively,~~ and a decrease of ~~$2.2~~$1.4 million in internal transfer expense for the second quarter of 2017 as compared to the same ~~periods~~period in 2015. The increase in net interest income was mainly due to the higher average loan balances since September 30, 2015, partially offset by a 8 basis point decline in the yield on average loans as the new loan volume was generated at current market interest rates below the yield on the average portfolio.2016. The increase in non-interest income was mostly driven by a ~~$2.8~~$1.7 million increase in the net gains on sales of loans caused by ~~a higher~~the increased level of sales ~~volumes~~ during ~~third~~second quarter of ~~2016.~~2017. The positive impact of the aforementioned items was partially offset by ~~increases~~a $2.3 million

increase in the provision for ~~credit~~loan losses ~~and non-interest expense totaling $1.5 million and $698 thousand, respectively,~~during the three months ended June 30, 2017 as compared to the ~~third~~second quarterof ~~2015.~~2016. See further details in the "Allowance for Credit Losses" section.

The net interest margin on the consumer lending portfolio increased 72 basis points to ~~2.78~~2.79 percent for the ~~third~~second quarter of ~~2016~~2017 as compared to the same quarter one year ago. The net interest margin was positively impacted by a 154 basis point ~~decrease~~increase in yield on average loans, partially offset by a 2 basis point increase in the costs associated with our funding ~~sources, partially offset by a 8 basis point decline in yield on average loans.~~sources. The ~~decrease~~increase in our cost of funds was ~~primarily~~largely due to higher interest rates on most deposits and short-term borrowings. The increase in the ~~lower~~ cost of ~~our average long-term~~short-term borrowings ~~driven by~~was mostly due to new FHLB borrowings used to offset a decline in deposits and fund new loans during the ~~prepayment, modification and maturity~~second quarter of ~~high cost borrowings over the last twelve months.~~2017. See the "Executive Summary" and the "Net Interest Income" sections above for more details on our deposits and other borrowings.

Commercial Lending

The commercial lending segment is comprised of floating rate and adjustable rate commercial and industrial loans and construction loans, as well as fixed rate owner occupied and commercial real estate loans. Due to the portfolio’s ~~mix of~~ interest rate characteristics, commercial lending is Valley’s business segment that is most sensitive to movements in market interest rates. Commercial and industrial loans totaled approximately $2.6 billion and represented ~~15.4~~14.8 percent of the total loan portfolio at ~~September~~June 30, ~~2016.~~2017. Commercial real estate loans and construction loans totaled ~~$9.1~~$10.1 billion and represented ~~54.8~~57.1 percent of the total loan portfolio at ~~September~~June 30, ~~2016.~~2017.

Average interest earning assets in this segment increased $~~1.7~~1.4 billion to ~~$11.5~~$12.6 billion for the three months ended ~~September~~June 30, ~~2016~~2017 as compared to the ~~third~~second quarter of ~~2015.~~2016. This increase was due, in part, to solid organic commercial real estate loan growth across many segments of borrowers and purchases of loan participations in(mostly consisting of multi-family loans ~~(mostly~~ in New York City) totaling over ~~$505~~$551 million ~~over~~during the last 12 ~~months, as well as PCI loans totaling $581 million at September 30, 2016 that were acquired in connection with the CNL merger.~~months.

For the three months ended ~~September~~June 30, ~~2016,~~2017, income before income taxes for the commercial lending segment increased ~~$8.3~~$11.0 million to ~~$46.5~~$58.4 million as compared to the same quarter of ~~2015~~2016 mostly due to an increase in net interest income, partially offset by an ~~increases~~increase in the ~~provision for credit losses and~~ internal transfer expense. Net interest income increased $~~14.4~~12.5 million to ~~$106.8~~$117.8 million for the ~~third~~second quarter of ~~2016~~2017 as compared to the same period in ~~2015~~2016 largely due to the aforementioned organic ~~purchased~~ and ~~acquired~~purchased loan growth over the last 12 months. Provision for credit losses increased $4.2 million during the three months ended September 30, 2016 as compared to $1.3 million for the third quarter of 2015. See further details in the "Allowance for Credit Losses" section. Internal transfer expense increased ~~$2.5 million~~$849 thousand during the ~~third~~second quarter of ~~2016~~2017 as compared to the same period in ~~2015 due, in part, to the acquisition of CNL.~~2016.

The net interest margin for this segment decreased 73 basis points to ~~3.70~~3.75 percent for the ~~third~~second quarter of ~~2016~~2017 as compared to the same quarter one year ago as a result of a 221 basis point decline in yield on average loans ~~partially offset by~~and a 152 basis point ~~decrease~~increase in the cost of our funding sources. The decrease in the yield on loans was primarily due to the new and refinanced commercial loan volumes at ~~current~~ interest rates that are ~~relatively low~~lower somewhat lower than compared to

the overall portfolio yield ~~of our loan portfolio, as well as lower reforecasted yields on certain PCI loan pools recognized during~~for the ~~nine months ended September 30,~~second quarter of 2016.

Investment Management

The investment management segment generates a large portion of our income through investments in various types of securities and interest-bearing deposits with other banks. These investments are mainly comprised of fixed rate securities and, depending on our liquid cash position, federal funds sold and interest-bearing deposits with banks (primarily the Federal Reserve Bank of New York) as part of our asset/liability management strategies. The fixed rate investments are one of Valley’s least sensitive assets to changes in market interest rates. However, a portion of the investment portfolio is invested in shorter-duration securities to maintain the overall asset sensitivity of our balance sheet. See the “Asset/Liability Management” section below for further analysis.

Average interest earning assets in this segment increased ~~$438.4~~$430.3 million during the ~~third~~second quarter of ~~2016~~2017 as compared to the ~~third~~second quarter of ~~2015.~~2016. The increase was ~~partly~~mainly due to ~~$327.3 million of investment securities classified as available for sale that were acquired in connection with the CNL merger and additional investment~~ purchases ~~during the third quarter of 2016 primarily consisting~~ of residential mortgage-backed securities ~~issued~~classified as held for maturity and available for sale in the last 12 months, partially offset by ~~Ginnie Mae.~~a $98.8 million decrease in average federal funds sold and other interest bearing deposits for the three months ended June 30, 2017 as compared to the same period in 2016.

For the quarter ended ~~September~~June 30, ~~2016,~~2017, income before income taxes for the investment management segment increased ~~approximately $2.4~~$4.5 million to ~~$6.7~~$9.9 million as compared to the ~~third~~second quarter in ~~2015~~2016 mainly due to a ~~$3.1~~$4.9 million increase in net interest income. The increase in net interest income was mainly driven by the higher average investment balances and higher yields on average investments in the ~~third~~second quarter of 2017 as compared to the same period in 2016.

The net interest margin for this segment increased 1230 basis points to ~~1.96~~2.22 percent for the ~~third~~second quarter of ~~2016~~2017 as compared to the same quarter one year ago largely due to a 1532 basis point ~~decrease~~increase in the yield on average investments partially offset by a 2 basis point increase in costs associated with our funding ~~sources, as well as a 3 basis point decrease~~sources. The increase in the yield on average ~~investments.~~investments was largely due to a decline in premium amortization expense caused by lower principal repayments on residential mortgage-backed securities.

Corporate and other adjustments

The amounts disclosed as “corporate and other adjustments” represent income and expense items not directly attributable to a specific segment, including net securities gains and losses not reported in the investment management segment above, interest expense related to subordinated notes, ~~and~~as well as income and expense from derivative financial instruments.

The pre-tax net loss for the corporate segment moderately increased ~~$3.1 million~~$70 thousand to ~~$11.4~~$12.5 million for the three months ended ~~September~~June 30, ~~2016~~2017 as compared to the three months ended ~~September~~June 30, ~~2015. The higher pre-tax loss was mainly caused by a $3.6 million~~increase in non-interest expense, partially offset by an increase of $740 thousand in internal transfer income as compared to the third quarter of 2015. The increase in non-interest expense during the third quarter of 2016 related to increases in several general expense categories including, but not limited to, salary and employee benefits expense and the amortization of tax credit investments. See further details in the "Non-Interest Expense" section above.2016.

The following tables present the financial data for each business segment for the ~~nine~~six months ended ~~September~~June 30, ~~2016~~2017 and ~~2015:~~2016:


	Nine Months Ended September 30, 2016															Six Months Ended June 30, 2017
	Consumer Lending			Commercial Lending			Investment Management			Corporate and Other Adjustments			Total			Consumer Lending			Commercial Lending			Investment Management			Corporate and Other Adjustments			Total
	($ in thousands)															($ in thousands)
Average interest earning assets	$	5,110,845		$	11,162,637		$	3,368,077		$	—		$	19,641,559		$	5,085,438		$	12,423,025		$	3,675,895		$	—		$	21,184,358
Income (loss) before income taxes	45,332			137,748			16,019			(34,145		)	164,954			30,459			107,765			19,576			(22,855		)	134,945
Annualized return on average interest earning assets (before tax)	1.18		%	1.65		%	0.63		%	N/A			1.12		%	1.20		%	1.73		%	1.07		%	N/A			1.27		%


	Nine Months Ended September 30, 2015															Six Months Ended June 30, 2016
	Consumer Lending			Commercial Lending			Investment Management			Corporate and Other Adjustments			Total			Consumer Lending			Commercial Lending			Investment Management			Corporate and Other Adjustments			Total
	($ in thousands)															($ in thousands)
Average interest earning assets	$	4,670,699		$	9,474,222		$	3,014,182		$	—		$	17,159,103		$	5,147,551		$	10,975,678		$	3,389,293		$	—		$	19,512,522
Income (loss) before income taxes	30,158			116,283			11,963			(25,193		)	133,211			28,261			91,292			9,362			(23,852		)	105,063
Annualized return on average interest earning assets (before tax)	0.86		%	1.64		%	0.53		%	N/A			1.04		%	1.10		%	1.66		%	0.55		%	N/A			1.08		%

Consumer Lending

Average interest earning assets in this segment ~~increased $440.1~~decreased $62.1 million to $5.1 billion for the ~~nine~~six months ended ~~September~~June 30, ~~2016~~ 2017as compared to the same period in ~~2015.~~2016. The ~~increase~~decrease was largely due to declines in residential mortgage loans and home equity loans. The decline in residential mortgage loans over the ~~aforementioned solid organic growth~~last 12 months was largely driven by normal repayment activity, a high percentage of loans originated for sale rather than investment, and the transfer and the sale of approximately $170 million and $104 million of performing fixed rate mortgages

from loans held for investment portfolio to loans held for sale in the fourth quarter of 2016 and the first quarter of 2017, respectively. The negative impact of the decline average residential mortgage loan balance was partially offset by higher auto and secured personal lines of credit ~~over the last 12-month period, partially offset by declines in auto~~ loan ~~volume and our election to originate a higher volume of residential mortgage loans for sale, rather than investment during 2016.~~volumes.

Income before income taxes generated by the consumer lending segment increased ~~$15.2~~$2.2 million to ~~$45.3~~$30.5 million for the ~~nine~~six months ended ~~September~~June 30, 2017 as compared to $28.3 million for the same period in 2016 largely due to an increase in non-interest income of $5.5 million and a decrease of $2.6 million in internal transfer expense for the six months ended June 30, 2017as compared to the same period ~~of 2015 largely due to~~in 2016. The increase in non-interest income was mostly driven by a ~~$11.4~~$4.0 million increase in ~~net interest income. The increase in net interest income as compared to~~ the same period one year ago was mainly due to additional interest income generated from higher average loan balances. Non-interest income also increased $8.1 million for the nine months ended September 30, 2016 as compared to the same period of 2015 mainly due to a $6.7 million increase in net gains on sales of loans caused by a higher level of sales volumes during the ~~nine~~six months ended ~~September~~June 30, ~~2016~~2017. The positive impact of the aforementioned items was partially offset by increases of $2.8 million and $2.5 million in the provision for loan losses and non-interest expense, respectively, for the six months ended June 30, 2017 as compared to the same period ~~of 2015. The positive impact of these items was partially offset by increases~~ in ~~both non-interest expense and internal transfer expense totaling $3.4 million~~ ~~and~~ ~~$1.1 million, respectively, as compared to the nine months ended September 30, 2015.~~2016.

The net interest margin on the consumer lending portfolio ~~increased 6 basis points to~~remained unchanged at 2.78 percent for the ~~nine~~six months ended ~~September~~June 30, ~~2016~~ 2017as compared to the same period one year ago. However, the net interest margin results were comprised of a 2 basis point decline in ~~2015 mainly due to~~yield on average loans which was offset by a 152 basis point decrease in the costs associated with our funding ~~sources, partially offset by~~sources. The decrease in our cost of funds was primarily due to a 936 basis point decline in ~~yield on~~the cost of our average ~~loans. The decrease in yield on average loans was largely caused by purchased, new and refinanced loan volumes that remain at relatively low interest rates~~long-term borrowings as compared to six months ended June 30, 2016 largely due to modification and maturity of certain high cost borrowings in the ~~overall yield~~second half of 2016. See the "Executive Summary" and the "Net Interest Income" sections above for more details on our ~~loan portfolio, as well as repayment of higher yielding loans, including PCI loans.~~deposits and other borrowings.

Commercial Lending

Average interest earning assets in this segment increased $~~1.7~~1.4 billion to ~~$11.2~~$12.4 billion for the ~~nine~~six months ended ~~September~~June 30, ~~2016~~2017 as compared to the same period in ~~2015.~~2016. This increase was due, in part, to solid organic commercial real estate loan ~~growth across many segments of borrowers, including new loan production from our~~

volumes in New York, New Jersey and Florida ~~markets,~~ and ~~the PCI loans acquired from CNL in December 2015. We also supplemented our organic originations with~~ purchases of loan participations ~~in multi-family loans totaling over $505 million over~~during the last 12 ~~months, as well as $505.4 million of PCI loans acquired from CNL.~~months.

For the ~~nine~~six months ended ~~September~~June 30, ~~2016,~~2017, income before income taxes for the commercial lending segment increased ~~$21.5~~$16.5 million to ~~$137.7~~$107.8 million as compared to the same period ~~in 2015~~of 2016 mostly due to an increase in ~~both~~ net interest ~~income and non-interest~~ income, partially offset by ~~an increase~~increases in ~~internal transfer expense and~~ the provision for credit ~~losses.~~losses and internal transfer expense. Net interest income increased $~~33.9~~23.4 million to ~~$313.7~~$230.2 million for the ~~nine~~six months ended ~~September~~June 30, ~~2016~~ 2017as compared to the same period in ~~2015~~2016 largely due to the aforementioned organic and purchased and ~~acquired~~ loan growth over the last 12 months. The p ~~Non-interest income~~rovision for credit losses increased ~~$3.0~~$1.1 million to $3.4 million during the six months ended June 30, 2017 as compared to ~~the nine months ended September 30, 2015 largely due to the positive aggregate effect of changes in the FDIC loss-share receivable. See the "Non-interest income" section above~~$2.3 million for ~~further details. Internal transfer expense increased $10.7 million during the nine months ended September 30, 2016 as compared to~~ the same period in 2015 due, in part, to additional operating expenses related to our growth, including the acquisition of CNL. The provision for credit losses increased $3.8 million during nine months ended September 30, 2016 as compared to the same period in 2015.2016. See further details in the "Allowance for Credit Losses" ~~section below and Note 9~~section. Internal transfer expense increased $4.7 million during the six months ended June 30, 2017 as compared to the ~~consolidated financial statements.~~same period in 2016.

The net interest margin for this segment decreased 197 basis points to ~~3.75~~3.70 percent for the ~~nine~~six months ended ~~September~~June 30, ~~2016~~2017 as compared to the same period ~~in 2015~~one year ago as a result of a 349 basis point decline in yield on average loans, partially offset by a 152 basis point decrease in the cost of our funding sources. The decrease in the yield on loans was primarily due to the new and refinanced loan volumes during the past 12 months at ~~current~~lower interest rates ~~that are relatively low~~ compared to the overall yield of our loan ~~portfolio, as well as lower reforecasted yields on certain PCI loan pools recognized during the nine months ended September 30, 2016.~~portfolio.

Investment Management

Average interest earning assets in this segment increased ~~$353.9~~$286.6 million ~~during~~for the ~~nine~~six months ended ~~September~~June 30, ~~2016~~2017 as compared to the same period in ~~2015.~~2016. The increase was mainly due to purchases of residential mortgage-backed securities classified as held for maturity and available for sale in ~~part,~~the last 12 months, partially offset by a $169.2 million decrease in average federal funds sold and other interest bearing deposits for the six months ended June 30, 2017 as compared to the ~~aforementioned investment securities acquired~~same period in ~~connection with the CNL merger and additional purchases of investment securities mostly in the third quarter of~~ 2016.

For the ~~nine~~six months ended ~~September~~June 30, ~~2016,~~2017, income before income taxes for the investment management segment increased ~~approximately $4.1~~$10.2 million to ~~$16.0~~$19.6 million as compared to the same period ~~of 2015 largely~~in 2016 mainly due to a ~~$5.4~~$10.0 million

increase in net interest income. The increase in net interest income was mainly driven by the higher average investment balances ~~for~~and higher yield on average investments during the ~~nine~~six months ended ~~September~~June 30, ~~2016~~2017 as compared to the same period in 2015. This increase was partially offset by higher internal transfer expense totaling $35.8 million during the nine months ended September 30, 2016 as compared to $34.4 million for the same period in 2015.2016.

The net interest margin for this segment increased 2 40 basis points to ~~1.88~~2.23 percentfor the ~~for nine~~six months ended ~~September~~June 30, ~~2016~~2017 as compared to the same period one year ago ~~largely~~mostly due to a 38 basis point increase in the 15yield on average investments and a 2 basis point decrease in costs associated with our funding ~~sources, partially offset by a 13 basis point decrease~~sources. The increase in the yield on average investments ~~driven~~was largely due to a decline in premium amortization expense caused by lower principal repayments ~~of higher yielding investments and additional investments at current low interest rates.~~on residential mortgage-backed securities during the six months ended June 30, 2017.

Corporate and other adjustments

The pre-tax net loss for the corporate segment ~~increased $10.1 million~~decreased $997 thousand to ~~$35.3~~$22.9 million for the ~~nine~~six months ended ~~September~~June 30, ~~2016~~2017 as compared to $23.9 million for the same period ~~of 2015~~in 2016 mainly due to a ~~$22.6~~$2.3 million increase in internal transfer income and $1.3 milliondecrease in non-interest expense, partially offset by ~~a $13.2~~$1.8 million ~~increase~~decrease in ~~internal transfer~~non-interest income. The increase in non-interest expense related to ~~increases in~~ several general expense categories, including, but not limited to, salary and employee benefits expense ~~related to the acquisition of the CNL,~~and amortization of tax credit ~~investments, and~~investments. Non-interest income decreased largely due to a decline in other non-interest income, as well as a $269 thousand decrease in net gains on securities transactions for the ~~FDIC insurance assessment expense.~~six months ended June 30, 2017 as compared with the same period in 2016. See further details in the "Non-Interest Income" and "Non-Interest Expense" ~~section~~sections above.

ASSET/LIABILITY MANAGEMENT

Interest Rate Sensitivity

Our success is largely dependent upon our ability to manage interest rate risk. Interest rate risk can be defined as the exposure of our interest rate sensitive assets and liabilities to the movement in interest rates. Our Asset/Liability Management Committee is responsible for managing such risks and establishing policies that monitor and coordinate our sources and uses of funds. Asset/Liability management is a continuous process due to the constant change in interest rate risk factors. In assessing the appropriate interest rate risk levels for us, management weighs the potential benefit of each risk management activity within the desired parameters of liquidity, capital levels and management’s tolerance for exposure to income fluctuations. Many of the actions undertaken by management utilize fair value analysis and attempts to achieve consistent accounting and economic benefits for financial assets and their related funding sources. We have predominately focused on managing our interest rate risk by attempting to match the inherent risk and cash flows of financial assets and liabilities. Specifically, management employs multiple risk management activities such as optimizing the level of new residential mortgage originations retained in our mortgage portfolio through increasing or decreasing loan sales in the secondary market, product pricing levels, the desired maturity levels for new originations, the composition levels of both our interest earning assets and interest bearing liabilities, as well as several other risk management activities.

We use a simulation model to analyze net interest income sensitivity to movements in interest rates. The simulation model projects net interest income based on various interest rate scenarios over a 12-month and 24-month period. The model is based on the actual maturity and re-pricing characteristics of rate sensitive assets and liabilities. The model incorporates certain assumptions which management believes to be reasonable regarding the impact of changing interest rates and the prepayment assumptions of certain assets and liabilities as of ~~September~~June 30, ~~2016.~~2017. The model assumes immediate changes in interest rates without any proactive change in the composition or size of the balance sheet, or other future actions that management might undertake to mitigate this risk. In the model, the forecasted shape of the yield curve remains static as of ~~September~~June 30, ~~2016.~~2017. The impact of interest rate derivatives, such as interest rate swaps and caps, is also included in the model.

Our simulation model is based on market interest rates and prepayment speeds prevalent in the market as of ~~September~~June 30, ~~2016.~~2017. Although the size of Valley’s balance sheet is forecasted to remain static as of ~~September~~June 30, ~~2016~~2017 in our model, the composition is adjusted to reflect new interest earning assets and funding originations coupled with rate

spreads utilizing our actual originations during the ~~third~~second quarter of ~~2016.~~2017. The model also utilizes an immediate parallel shift in the market interest rates at ~~September~~June 30, ~~2016.~~2017.

The assumptions used in the net interest income simulation are inherently uncertain. Actual results may differ significantly from those presented in the table below due to the frequency and timing of changes in interest rates and changes in spreads between maturity and re-pricing categories. Overall, our net interest income is affected by changes in interest rates and cash flows from our loan and investment portfolios. We actively manage these cash flows in conjunction with our liability mix, duration and interest rates to optimize the net interest income, while structuring the balance sheet in response to actual or potential changes in interest rates. Additionally, our net interest income is impacted by the level of competition within our marketplace. Competition can negatively impact the level of interest rates attainable on loans and increase the cost of deposits, which may result in downward pressure on our net interest margin in future periods. Other factors, including, but not limited to, the slope of the yield curve and projected cash flows will impact our net interest income results and may increase or decrease the level of asset sensitivity of our balance sheet.

Convexity is a measure of how the duration of a financial instrument changes as market interest rates change. Potential movements in the convexity of bonds held in our investment portfolio, as well as the duration of the loan portfolio may have a positive or negative impact on our net interest income in varying interest rate environments. As a result, the increase or decrease in forecasted net interest income may not have a linear relationship to the results reflected in the table above. Management cannot provide any assurance about the actual effect of changes in interest rates on our net interest income.

The following table reflects management’s expectations of the change in our net interest income over the next 12- month period in light of the aforementioned assumptions. While an instantaneous and severe shift in interest rates was used in this simulation model, we believe that any actual shift in interest rates would likely be more gradual and would therefore have a more modest impact than shown in the table below.


	Estimated Change in Future Net Interest Income					Estimated Change in Future Net Interest Income
Changes in Interest Rates	Dollar Change			Percentage Change		Dollar Change			Percentage Change
(in basis points)	($ in thousands)					($ in thousands)
+200	$	(747	)	(0.12	)%	$	(4,721	)	(0.72	)%
+100	867			0.14		(830		)	(0.13	)
–100	(382		)	(0.06	)	(23,033		)	(3.50	)

As noted in the table above, a 100 basis point immediate increase in interest rates combined with a static balance sheet where the size, mix, and proportions of assets and liabilities remain unchanged is projected to ~~increase~~decrease net interest income over the next 12 months by ~~0.14~~0.13 percent. The Bank’s sensitivity ~~of our balance sheet~~ to ~~such a move~~changes in ~~interest~~market rates ~~at September 30, 2016 decreased~~changed in both size and direction as compared to ~~June 30,~~December 31, 2016 (which was ~~a decrease~~an increase of ~~2.07~~0.03 percent in net interest income over a 12 month period). ~~The improved projected~~However, the change in sensitivity is not expected to materially impact Valley’s ability to generate net interest ~~income as compared~~income. In addition, we believe the balance sheet remains well-positioned to ~~June 30, 2016 was due, in part,~~respond positively to ~~several items, including new re-pricing assumptions related to our deposits without stated maturities (based upon~~ a comprehensive study of our deposit sensitivity completed by a third party advisor during the third quarter of 2016) which decreased the overall expected sensitivity of such deposits to changes in interest rates at September 30, 2016. Additionally, the reduced effectiverising market interest rate ~~on the $405 million of debt modified in August 2016 and the termination of~~environment. Our current asset sensitivity to a $125 million interest rate swap, which effectively converted the formerly hedged 5.125 percent subordinated notes back to fixed rate instruments with an adjusted yield of 3.32 percent, contributed to the increase in projected net interest income as compared to the June 30, 2016 projection. See the "Executive Summary" section above for more details on the debt and swap transactions. The slight decrease in the projected net interest income under a 200100 basis point immediate increase in interest rates ~~scenario (shown in~~is impacted by, among other factors, asset cash flow and repricing characteristics, complemented by a funding structure that provides for very stable earnings and low volatility. Future changes including, but not limited to, the ~~table above) was partially due to~~slope of the yield curve and projected cash flows will affect our net interest ~~rate caps on some~~income results and may increase or decrease the level of ~~our variable rate loan products.~~net interest income sensitivity.

Our interest rate swaps and caps designated as cash flow hedging relationships are designed to protect us from upward movements in interest rates on certain deposits and other borrowings based on the prime rate (as reported by The Wall Street Journal) or the three-month LIBOR rate. ~~We have 11~~Our cash flow ~~hedge~~ interest rate swaps ~~with~~had a total notional value of ~~$782~~$582 million at ~~September~~June 30, ~~2016 that~~2017 and currently pay fixed and receive floating rates. We also utilize fair value and non-designated hedge interest rate swaps to effectively convert fixed rate loans, and a much smaller amount of certain brokered certificates of deposit, to floating rate instruments. The cash flow hedges are expected to benefit

our net interest income in a rising interest rate environment. However, due to the prolonged low level of market interest rates and the strike rate of these instruments, the cash flow hedge interest rate swaps and cap negatively impacted our net interest income during the ~~three and nine~~six months ended ~~September~~June 30, ~~2016. We expect this~~2017. This negative trend towill likely continue ~~into~~based upon the ~~foreseeable future due to the moderate pace of~~current market expectations regarding the Federal Reserve’s ~~current~~ monetary policies which are designed to impact the level of market interest rates. However, $100 million of the $582 million in notional value swaps expired in July 2017 and will reduce the overall negative impact of such instruments on our future net interest income. See Note 1211 to the consolidated financial statements for further details on our derivative transactions.

Despite the negative impact of such derivative transactions, the possibility of an improving U.S. economy, the debt modification of $405 million in high cost FHLB borrowings during August 2016, an additional $75 million in high cost borrowings that matured in July 2016, and solid commercial lending demand and approved new loan pipelines during the fourth quarter of 2016 could all benefit our future net interest income.

Liquidity

Bank Liquidity

Liquidity measures the ability to satisfy current and future cash flow needs as they become due. A bank’s liquidity reflects its ability to meet loan demand, to accommodate possible outflows in deposits and to take advantage of

interest rate opportunities in the marketplace. Liquidity management is monitored by our Asset/Liability Management Committee and the Investment Committee of the Board of Directors of Valley National Bank, which review historical funding requirements, current liquidity position, sources and stability of funding, marketability of assets, options for attracting additional funds, and anticipated future funding needs, including the level of unfunded commitments. Our goal is to maintain sufficient liquidity to cover current and potential funding requirements.

The Bank has no required regulatory liquidity ratios to maintain; however, it adheres to an internal liquidity policy. The current policy maintains that we may not have a ratio of loans to deposits in excess of 125 percent or reliance on wholesale funding greater than 25 percent of total funding. The Bank was in compliance with the foregoing policies at ~~September~~June 30, ~~2016.~~2017.

On the asset side of the balance sheet, the Bank has numerous sources of liquid funds in the form of cash and due from banks, interest bearing deposits with banks (including the Federal Reserve Bank of New York), investment securities held to maturity that are maturing within 90 days or would otherwise qualify as maturities if sold (i.e., 85 percent of original cost basis has been repaid), investment securities available for sale, loans held for sale, and, from time to time, federal funds sold and receivables related to unsettled securities transactions. These liquid assets totaled approximately ~~$2.0~~$2.1 billion, representing ~~9.9~~9.7 percent of earning assets, at ~~September~~June 30, ~~2016~~2017 and ~~$2.1~~$1.8 billion, representing ~~10.7~~8.9 percent of earning assets, at December 31, ~~2015.~~2016. Of the ~~$2.0~~$2.1 billion of liquid assets at ~~September~~June 30, ~~2016,~~2017, approximately ~~$462~~$704 million of various investment securities were pledged to counterparties to support our earning asset funding strategies. We anticipate the receipt of approximately ~~$436~~$364 million in principal from securities in the total investment portfolio over the next 12 months due to normally scheduled principal repayments and expected prepayments of certain securities, primarily residential mortgage-backed securities.

Additional liquidity is derived from scheduled loan payments of principal and interest, as well as prepayments received. Loan principal payments (including loans held for sale at ~~September~~June 30, ~~2016)~~2017) are projected to be approximately ~~$4.6~~$4.5 billion over the next 12 months. As a contingency plan for significant funding needs, liquidity could also be derived from the sale of conforming residential mortgages from our loan portfolio, or from the temporary curtailment of lending activities.

On the liability side of the balance sheet, we utilize multiple sources of funds to meet liquidity needs, including retail and commercial deposits, brokered and municipal deposits, and short-term and long-term borrowings. Our core deposit base, which generally excludes fully insured brokered deposits and both retail and brokered certificates of deposit over $250 thousand, represents the largest of these sources. ~~Core~~Average core deposits totaled approximately ~~$15.0~~$15.3 billion and ~~$14.5~~$14.7 billion ~~at September~~for the six months ended June 30, ~~2016~~2017 and for the year ended December 31, ~~2015, respectively.~~2016, respectively, representing 72.1 percent and 73.9 percent of average earning assets for the respective periods. The level of interest bearing deposits is affected by interest rates offered, which is often influenced by our need for funds and the need to match the maturities of assets and liabilities.

Additional funding may be provided through deposit gathering networks and in the form of federal funds purchased through our well established relationships with numerous correspondent banks. While there are no firm lending commitments currently in place, management believes that we could borrow approximately ~~$777~~$727 million for a short time from these banks on a collective basis. The Bank is also a member of the Federal Home Loan Bank of New York (FHLB) and has the ability to borrow from them in the form of FHLB ~~Advances~~advances secured by pledges of certain eligible collateral, including but not limited to U.S. government and agency mortgage-backed securities and a blanket assignment of qualifying first lien mortgage loans, consisting of both residential mortgage and commercial real estate loans. In addition to the FHLB Advances, the Bank has pledged such assets to collateralize $250 million in municipal deposit letters of credit issued by the FHLB on Valley’s behalf to secure certain public deposits at September 30, 2016. Furthermore, we are able to obtain overnight borrowings from the Federal Reserve Bank via the discount window as a contingency for additional liquidity. At ~~September~~June 30, ~~2016,~~2017, our borrowing capacity under the Federal Reserve's discount window was ~~$1.0~~$1.1 billion.

We also have access to other short-term and long-term borrowing sources to support our asset base, such as repos (i.e., securities sold under agreements to repurchase). Our short-term borrowings increased ~~$356.4~~$654 million to ~~$1.4~~$1.7 billion at ~~September~~June 30, ~~2016~~2017 as compared to December 31, ~~2015~~2016 due to ~~a $582 million increase in FHLB~~

~~advances, partially offset by decreases~~increases of ~~$175.6~~$625 million and ~~$50~~$29 million in

FHLB advances and repo balances, ~~and overnight federal funds purchased,~~ respectively. The ~~overall increase in short-term borrowings was largely driven by higher levels of loan originations (including residential mortgages originated~~new FHLB advances were used as alternate funding for ~~sale), repayments of long-term borrowings, and~~ a ~~moderate~~ decline in ~~our use~~money market deposits during the first half of ~~time deposits in our current liquidity/~~2017, as well as for additional liquidity and loan funding ~~strategies.~~purposes.

Corporation Liquidity

Valley’s recurring cash requirements primarily consist of dividends to preferred and common shareholders and interest expense on subordinated notes and junior subordinated debentures issued to capital trusts. As part of our on-going asset/liability management strategies, Valley could also use cash to repurchase shares of its outstanding common stock under its share repurchase program or redeem its callable junior subordinated debentures. These cash needs are routinely satisfied by dividends collected from the Bank. Projected cash flows from the Bank are expected to be adequate to pay preferred and common dividends, if declared, and interest expense payable to subordinated note holders and capital trusts, given the current capital levels and current profitable operations of the bank subsidiary. In addition to dividends received from the Bank, Valley can satisfy its cash requirements by utilizing its own cash and potential new funds borrowed from outside sources or capital issuances. Valley also has the right to defer interest payments on ~~its $41.5 million of~~the junior subordinated debentures, and therefore distributions on its trust preferred securities for consecutive quarterly periods up to five years, but not beyond the stated maturity dates, and subject to other conditions.

Investment Securities Portfolio

As of ~~September~~June 30, ~~2016,~~2017, we had ~~approximately~~ $1.8 billion and ~~$1.3~~$1.5 billion in held to maturity and available for sale investment securities, respectively. Our total investment portfolio was comprised of U.S. Treasury securities, U.S. government agencies, tax-exempt issuances of states and political subdivisions, residential mortgage-backed securities (including 129 private label mortgage-backed securities), single-issuer trust preferred securities principally issued by bank holding companies (including 2 pooled securities), high quality corporate bonds and ~~perpetual preferred and common~~ equity securities issued by banks at ~~September~~June 30, ~~2016.~~2017. There were no securities in the name of any one issuer exceeding 10 percent of shareholders’ equity, except for residential mortgage-backed securities issued by Ginnie Mae, Fannie Mae and Freddie Mac.

Among other securities, our investments in the private label mortgage-backed securities, trust ~~preferred securities, perpetual~~ preferred securities, equity securities, and bank issued corporate bonds may pose a higher risk of future impairment charges to us as a result of the uncertain ~~direction of the U.S. economy~~economic environment and its potential negative effect on the future performance of the security issuers and, if applicable, the underlying mortgage loan collateral of the security.

Other-Than-Temporary Impairment Analysis

We may be required to record impairment charges on our investment securities if they suffer a decline in value that is considered other-than-temporary. Numerous factors, including lack of liquidity for re-sales of certain investment securities, absence of reliable pricing information for investment securities, adverse changes in business climate, adverse actions by regulators, or unanticipated changes in the competitive environment could have a negative effect on our investment portfolio and may result in other-than temporary impairment on our investment securities in future periods. See our Annual Report on Form 10-K for the year ended December 31, ~~2015,~~2016, for additional information regarding our impairment analysis by security type.

The investment grades in the table below reflect the most current independent analysis performed by third parties of each security as of the date presented and not necessarily the investment grades at the date of our purchase of the securities. For many securities, the rating agencies may not have performed an independent analysis of the tranches owned by us, but rather an analysis of the entire investment pool. For this and other reasons, we believe the assigned investment grades may not accurately reflect the actual credit quality of each security and should not be viewed in isolation as a measure of the quality of our investment portfolio.

The following table presents the held to maturity and available for sale investment securities portfolios by investment grades at ~~September~~June 30, ~~2016.~~2017.


	September 30, 2016									June 30, 2017
	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses			Fair Value		Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses			Fair Value
	(in thousands)									(in thousands)
Held to maturity investment grades:*
AAA Rated	$	1,335,441	$	44,757	$	(1,420	)	$	1,378,778	$	1,368,246	$	24,681	$	(15,790	)	$	1,377,137
AA Rated	237,097		13,736		—			250,833		241,927		9,331		(26		)	251,232
A Rated	45,675		3,185		—			48,860		35,541		1,596		—			37,137
Non-investment grade	3,705		104		(44		)	3,765		3,618		117		(41		)	3,694
Not rated	223,233		571		(14,058		)	209,746		172,931		141		(13,540		)	159,532
Total investment securities held to maturity	$	1,845,151	$	62,353	$	(15,522	)	$	1,891,982	$	1,822,263	$	35,866	$	(29,397	)	$	1,828,732
Available for sale investment grades:*
AAA Rated	$	1,062,159	$	13,191	$	(2,092	)	$	1,073,258	$	1,312,640	$	2,986	$	(15,403	)	$	1,300,223
AA Rated	77,181		2,253		(1,387		)	78,047		56,910		296		(236		)	56,970
A Rated	28,000		79		(8		)	28,071		21,994		13		(57		)	21,950
BBB Rated	49,242		842		(622		)	49,462		41,276		573		(155		)	41,694
Non-investment grade	16,553		321		(1,606		)	15,268		11,860		737		(1,346		)	11,251
Not rated	32,707		538		(642		)	32,603		32,235		491		(760		)	31,966
Total investment securities available for sale	$	1,265,842	$	17,224	$	(6,357	)	$	1,276,709	$	1,476,915	$	5,096	$	(17,957	)	$	1,464,054



*	Rated using external rating agencies (primarily S&P and Moody’s). Ratings categories include the entire range. For example, “A rated” includes A+, A, and A-. Split rated securities with two ratings are categorized at the higher of the rating levels.

The held to maturity portfolio includes ~~$223.2~~$172.9 million in investments not rated by the rating agencies with aggregate unrealized losses of ~~$14.1~~$13.5 million at ~~September~~June 30, ~~2016.~~2017. The unrealized losses for this category primarily relate to 4 single-issuer bank trust preferred issuances with a combined amortized cost of $35.9 million. All single-issuer trust preferred securities classified as held to maturity, including the aforementioned four securities, are paying in accordance with their terms and have no deferrals of interest or defaults. Additionally, we analyze the performance of each issuer on a quarterly basis, including a review of performance data from the issuer’s most recent bank regulatory report to assess the company’s credit risk and the probability of impairment of the contractual cash flows of the applicable security. Based upon our quarterly review at ~~September~~June 30, ~~2016,~~2017, all of the issuers appear to meet the regulatory capital minimum requirements to be considered a “well-capitalized” financial institution and/or have maintained performance levels adequate to support the contractual cash flows of the security.

There was no other-than-temporary impairment recognized in earnings as a result of Valley's impairment analysis of its securities during the ~~nine~~three and six months ended ~~September~~June 30, ~~2016~~2017 and ~~2015~~2016 as the collateral supporting much of the investment securities has improved or performed as expected.

Loan Portfolio

The following table reflects the composition of the loan portfolio as of the dates presented:


	September 30, 2016			June 30, 2016			March 31, 2016			December 31, 2015			September 30, 2015			June 30, 2017			March 31, 2017			December 31, 2016			September 30, 2016			June 30, 2016
	($ in thousands)															($ in thousands)
Loans
Commercial and industrial	$	2,558,968		$	2,528,749		$	2,537,545		$	2,540,491		$	2,400,618		$	2,631,312		$	2,642,319		$	2,638,195		$	2,558,968		$	2,528,749
Commercial real estate:
Commercial real estate	8,313,855			8,018,794			7,585,139			7,424,636			6,960,677			9,230,514			9,016,418			8,719,667			8,313,855			8,018,794
Construction	802,568			768,847			776,057			754,947			569,653			881,073			835,854			824,946			802,568			768,847
Total commercial real estate	9,116,423			8,787,641			8,361,196			8,179,583			7,530,330			10,111,587			9,852,272			9,544,613			9,116,423			8,787,641
Residential mortgage	2,826,130			3,055,353			3,101,814			3,130,541			2,999,262			2,724,777			2,745,447			2,867,918			2,826,130			3,055,353
Consumer:
Home equity	476,820			485,730			491,555			511,203			478,129			450,510			458,891			469,009			476,820			485,730
Automobile	1,121,606			1,141,793			1,188,063			1,239,313			1,219,758			1,150,343			1,150,053			1,139,227			1,121,606			1,141,793
Other consumer	534,188			499,914			455,814			441,976			388,717			642,231			600,516			577,141			534,188			499,914
Total consumer loans	2,132,614			2,127,437			2,135,432			2,192,492			2,086,604			2,243,084			2,209,460			2,185,377			2,132,614			2,127,437
Total loans ⁽¹⁾⁽²⁾	$	16,634,135		$	16,499,180		$	16,135,987		$	16,043,107		$	15,016,814		$	17,710,760		$	17,449,498		$	17,236,103		$	16,634,135		$	16,499,180
As a percent of total loans:
Commercial and industrial	15.4		%	15.3		%	15.8		%	15.8		%	16.0		%	14.8		%	15.1		%	15.3		%	15.4		%	15.3		%
Commercial real estate	54.8		%	53.3		%	51.8		%	51.0		%	50.1		%	57.1		%	56.5		%	55.4		%	54.8		%	53.3		%
Residential mortgage	17.0		%	18.5		%	19.2		%	19.5		%	20.0		%	15.4		%	15.7		%	16.6		%	17.0		%	18.5		%
Consumer loans	12.8		%	12.9		%	13.2		%	13.7		%	13.9		%	12.7		%	12.7		%	12.7		%	12.8		%	12.9		%
Total	100.0		%	100.0		%	100.0		%	100.0		%	100.0		%	100.0		%	100.0		%	100.0		%	100.0		%	100.0		%

(1)

Includes covered loans subject to loss-sharing agreements with the FDIC (primarily consisting of residential mortgage loans and commercial real estate loans) totaling $44.5 million, $47.8 million, $70.4 million, $76.0 million, and $81.1 million ~~$86.8 million, $122.3 million and $129.5 million~~ at June 30, 2017, March 31, 2017, December 31, 2016, September 30, 2016 and June 30, 2016, ~~March 31, 2016, December 31, 2015 and September 30, 2015,~~ respectively.


(2)	Includes net unearned premiums and deferred loan costs of $16.7 million, $15.7 million, $15.3 million, $10.5 million, and $8.3 million, ~~$5.6 million, $3.5 million and $106 thousand~~ at June 30, 2017, March 31, 2017, December 31, 2016, September 30, 2016 and June 30, 2016, ~~March 31, 2016, December 31, 2015 and September 30, 2015,~~ respectively.

Total loans increased ~~$135.0~~$261.3 million to approximately ~~$16.6~~$17.7 billion at ~~September 30, 2016 from~~ June 30, ~~2016.~~2017 from March 31, 2017. Our loan portfolio includes purchased credit-impaired (PCI) loans, which are loans acquired at a discount that is due, in part, to credit quality. At ~~September~~June 30, ~~2016,~~2017, our PCI loan portfolio decreased ~~$118.3~~$113.2 million to ~~$1.9~~$1.5 billion as compared to ~~June 30, 2016~~March 31, 2017 primarily due to continued larger loan repayments, of which some resulted from continued efforts by management to encourage borrower prepayment. The increase in non-PCI loan portion of the loan portfolio ~~increased $253.3 million~~ (net of ~~$174.5~~$122 million in performing residential mortgage loans transferred to loans held for sale during the ~~third~~second quarter) ~~to approximately $14.8 billion at September 30, 2016 as compared to June 30, 2016~~was largely due to ~~increases~~a $259.3 million increase in total commercial real estate ~~loans and collateralized personal lines of credit within the other consumer loan category discussed further below.~~loans. During the ~~third~~second quarter of ~~2016,~~2017, Valley also originated ~~$171.9~~$36.8 millionof residential mortgage loans for sale rather than investment. Loans held for sale totaled ~~$202.4~~$139.6 million and ~~$4.5~~$115.1 million at ~~September 30, 2016 and~~ June 30, ~~2016,~~2017 and March 31, 2017, respectively. See additional information regarding our residential mortgage loan activities below.

Total commercial and industrial loans ~~increased $30.2~~decreased $11.0 million from ~~June 30, 2016~~March 31, 2017 to approximately $2.6 billion at ~~September~~June 30, ~~2016, despite~~2017. The loan volumes were outpaced by a ~~$35.4~~ $30.8 million decline in the PCI loan portion of the portfolio during the ~~third~~second quarter of ~~2016.~~2017. Exclusive of the decline in PCI loans, the non-PCI commercial and industrial loan portfolio increased by ~~$65.6~~$19.8 million, or approximately ~~11.9~~3.3 percent on an annualized basis, to ~~$2.3~~$2.4 billion at ~~September 30, 2016 from~~ June 30, ~~2016. This~~2017 from March 31, 2017. The second quarter growth in non-PCI loans was ~~partially driven by new organic customer relationships originated during the third~~

~~quarter of 2016.~~largely due to a secured commercial lending arrangement with a large regional auto retailer. In addition to the PCI loan repayments, the level of loan growth within this portfolio continues to be challenged by strong market competition for both new and existing commercial loan borrowers within our primary ~~markets, and relatively stable levels of line of credit usage by our customer base during 2016.~~markets.

Commercial real estate loans (excluding construction loans) increased ~~$295.1~~$214.1 million from March 31, 2017 to $9.2 billion at June 30, ~~2016 to $8.3 billion at September 30, 2016~~2017 mainly due to a ~~$356.2~~$250 million, or ~~20.9~~12.6 percent on an annualized basis, increase in the non-PCI loan portfolio. The increase in non-PCI loans was primarily due to solid organic loan volumes in New York, ~~and~~ New Jersey and Florida, particularly amongst our pre-existing long-term customer base, as well as approximately ~~$99~~$22 million of loan participations ~~in multi-family loans (mostly in New York City)~~ purchased in ~~September 2016. The purchased participation loans are seasoned loans with expected shorter durations.~~the second quarter of 2017. Each purchased participation loan ~~was stress-tested~~is reviewed by Valley under its normal underwriting criteria and stress-tested to ~~further satisfy ourselves as to their~~assure its credit quality. The organic loan volumes generated across a ~~broad based~~broad-based segment of borrowers within the commercial real estate portfolio were partially offset by a ~~$61.1~~$35.9 million decline in the acquired PCI loan portion of the portfolio. Construction loans increased ~~$33.7~~$45.2 million to ~~$802.6~~$881.1 million at ~~September 30, 2016 from~~ June 30, ~~2016.~~2017 from March 31, 2017. The increase was mostly due to advances on existing construction projects.

Total residential mortgage loans decreased ~~$229.2~~$20.7 million, or approximately ~~30.0~~3.0 percent on an annualized basis, to approximately ~~$2.8~~$2.7 billion at ~~September 30, 2016 from~~ June 30, ~~2016~~2017 from March 31, 2017 mostly due to the aforementioned transfer of ~~$174.5~~$122 million in mortgage loans to loans held for sale ~~as well as a large percentage of~~and new loans originated for sale rather than investment during the ~~third~~second quarter of ~~2016.~~2017. Valley sold approximately ~~$149.2~~$136.6 million of residential mortgage loans ~~originated for sale~~ (including ~~$4.5~~$115.1 million of loans held for sale at ~~June 30, 2016)~~March 31, 2017) during the ~~third~~second quarter of ~~2016.~~2017. New and refinanced residential mortgage loan originations totaled approximately ~~$258.3 million for the third quarter of 2016 as compared to $177.7 million and $115.1~~$194.4 million for the second quarter of ~~2016~~2017 as compared to $163.7 million and ~~third~~$177.7 million for the first quarter of ~~2015,~~2017 and second quarter of 2016, respectively. Of the ~~$258.3~~$194.4 million in total originations, ~~$18.1~~$23.8 million, or ~~7.0~~12.3 percent, represented new Florida residential mortgage loans. ~~We expect to continue to sell a large portion of our new fixed rate residential mortgage loan originations as part of our overall interest rate risk management strategies.~~

Home equity loans decreased ~~$8.9~~$8.4 million to ~~$476.8~~$450.5 million at ~~September~~June 30, ~~2016~~2017 as compared to ~~June 30, 2016~~March 31, 2017 mostly due to ~~normal repayment activity largely within the~~ PCI loan ~~portion of the portfolio.~~repayment activity. New home equity loan volumes and customer usage of existing home equity lines of credit continue to be weak, despite the relatively favorable low interest rate environment.

Automobile loans ~~decreased~~increased by ~~$20.2 million~~$290 thousand to ~~$1.1~~$1.2 billion at ~~September~~June 30, ~~2016~~2017 as compared to ~~June 30, 2016 as our new indirect~~March 31, 2017. The auto loan ~~volumes continued to not keep pace with the normal~~ portfolio repayment activity in the third quarter of 2016. The decline in indirect auto originations during the first nine months of 2016 was largely caused by current market loan pricing and fee constraints resulting from new regulatory lending guidance. During the third quarter of 2016, management implemented various strategies to enhanceremained relatively unchanged as new auto loan origination volumes including new technology to improve the decision-making process for our auto dealer network. These enhancements and continued growth in our relatively new Florida markets led to much improved new loan volumesdeclined as compared to the ~~linked~~first quarter of 2017 largely due to slower application activity during the first half of the second quarter of ~~2016. While we're optimistic that this positive trend~~2017. Our Florida dealership network contributed over $23 million in auto loan originations, representing approximately 18 percent of Valley's total new auto loan production ~~will continue into~~for the ~~fourth~~second quarter of ~~2016, we can provide no assurance that our~~2017 as compared to approximately $24 million, or 17 percent, of Valley's total auto ~~loans will not continue to decline in future periods.~~originations for the first quarter of 2017.

Other consumer loans increased ~~$34.3~~$41.7 million, or ~~27.4~~27.8 percent on an annualized basis, to ~~$534.2 million at September 30, 2016 as compared to $499.9~~$642.2 million at June 30, ~~2016~~2017 as compared to $600.5 million at March 31, 2017 mainly due to continued growth and customer usage of collateralized personal lines of credit.

We are cautiously optimistic that we will continue to experience overall loan growth primarily within the commercial lending segment during the fourth quarter of 2016 and the foreseeable future. Our approved organic commercial loan pipeline continued to be strong at the end of the third quarter, despite the market competition for high quality commercial credits. However, we can make no assurances that our total loans will increase, or remain at current levels in the future.

Most of our lending is in northern and central New Jersey, New York City, Long Island and Florida, with the exception of smaller auto and residential mortgage loan portfolios derived from the other neighboring states of New Jersey, which could present a geographic and credit risk if there was another significant broad based economic downturn or a prolonged economic recovery within these regions. We are witnessing new loan activity across Valley's entire geographic footprint, including new loans and solid loan pipelines from our Florida lending operations. ~~Valley’s Florida Division accounted for approximately $90 million of over $1 billion in new and purchased commercial loan volume, excluding lines of credit, during the third quarter of 2016.~~ However, the New Jersey and New York Metropolitan markets continue to account for a disproportionately larger percentage of our lending activity. To mitigate these risks, we are making efforts to maintain a diversified portfolio as to type of borrower and loan to guard against a potential downward turn in any one economic sector. Geographically, we ~~intend to~~may make further inroads into the Florida lending market, through ~~acquisition or~~bank acquisitions (such as our recently announced merger agreement with USAB - See "Executive Summary" section above for details), select de novo branch ~~efforts.~~efforts or adding lending staff.

Purchased Credit-Impaired Loans (Including Covered Loans)

PCI loans totaled ~~$1.9~~$1.5 billion and ~~$2.2~~$1.8 billion at ~~September~~June 30, ~~2016~~2017 and December 31, ~~2015,~~2016, respectively, mostly consisting of loans acquired in business combinations subsequent to 2011 and covered loans in which the Bank will share losses with the FDIC under loss-sharing agreements. Our covered loans, consisting primarily of residential mortgage loans and commercial real estate loans, totaled ~~$76.0~~$44.5 million and ~~$122.3~~$70.4 million at ~~September~~June 30, ~~2016~~2017 and December 31, ~~2015,~~2016, respectively. The decrease in covered loans was largely due to the expiration of a commercial loss-sharing agreement acquired from 1st United Bancorp, Inc. effective January 1, ~~2016~~2017 and the reclassification of such loans to non-covered PCI loans during the first quarter of ~~2016.~~2017. Additional information regarding all of our loss-sharing agreements with the FDIC can be found in our Annual Report on Form 10-K for the year ended December 31, ~~2015.~~2016.

~~As required by U.S. GAAP, all of our~~ PCI loans are accounted for ~~under~~in accordance with ASC Subtopic ~~310-30. This accounting guidance requires~~310-30 and are initially recorded at fair value (as determined by the ~~PCI loans to be~~present value of expected future cash flows) with no valuation allowance (i.e., the allowance for loan losses), and aggregated and accounted for as pools of loans based on common risk characteristics. ~~A pool is accounted for as one asset with a single composite interest rate, aggregate fair value and expected cash flows. For PCI loan pools accounted for under ASC Subtopic 310-30, the~~The difference between the contractually required payments due and the cash flows expected to be collected, considering the impact of prepayments, is referred to as the non-accretable difference. The contractually required payments due represent the total undiscounted amount of all uncollected principal and interest payments. Contractually required payments due may increase or decrease for a variety of reasons, e.g. when the contractual terms of the loan agreement are modified, when interest rates on variable rate loans change, or when principal and/or interest payments are received. The Bank estimates the undiscounted cash flows expected to be collected by incorporating several key assumptions including probability of default, loss given default, and the amount of actual prepayments after the acquisition dates. The non-accretable difference, which is neither accreted into income nor recorded on our consolidated balance sheet, reflects estimated future credit losses and uncollectable contractual interest expected to be incurred over the life of the loans. The excess of the undiscounted cash flows expected at acquisition and the ~~acquisition date over the~~initial carrying amount (fair value) of the PCI loans, or the “accretable yield,” is ~~referred to~~recognized as ~~the accretable yield. This amount is accreted into~~ interest income utilizing the level-yield method over the ~~remaining~~ life of each pool. Contractually required payments for interest and principal that exceed the ~~loans,~~undiscounted cash flows expected at acquisition, or ~~pool of loans, using~~ the ~~level~~“non-accretable difference,” are not recognized as a yield method. The accretable yield is affected by changes in interest rate indices for variable rate loans, changes in prepayment assumptions, and changes in expected principal and interest payments over the estimated lives of the loans. Prepayments affect the estimated life of PCI loans and could change the amount of interest income, and possibly principal, expected to be collected.adjustment, loss accrual or valuation allowance. Reclassifications of the non-accretable difference to the accretable yield may occur subsequent to the loan acquisition dates due to increases in expected cash flows of the loan pools.

~~At both acquisition~~We reevaluate expected and ~~subsequent quarterly reporting dates, we use a third party service provider to assist with validation of our assessment of the~~ contractual and estimated cash flows. Valley provides the third party with updated loan-level information derived from Valley’s main operating system, contractually required loan payments and expected cash flows for each loan pool individually reviewed by us. Using this information, the third party provider determines both the contractual cash flows and cash flows expected to be collected. The loan-level information used to reforecast the cash flows was subsequently aggregated on a pool basis. The expected payment data, discount rates, impairment data and changes to the accretable yield received back from the third party were

~~reviewed by Valley to determine whether this information is accurate and the resulting financial statement effects are reasonable.~~

~~Similar to contractual cash flows, we reevaluate expected~~ cash flows on a quarterly basis. Unlike contractual cash flows which are determined based on known factors, significant management assumptions are necessary in forecasting the estimated cash flows. We attempt to ensure the forecasted expectations are reasonable based on the information currently available; however, due to the uncertainties inherent in the use of estimates, actual cash flow results may differ from our forecast and the differences may be significant. To mitigate such differences, we carefully prepare and review the assumptions utilized in forecasting estimated cash flows.

On a quarterly basis, ~~Valley analyzes~~we also analyze the actual cash flow versus the forecasts at the loan pool level and variances are reviewed to determine their cause. ~~In re-forecasting~~If a re-forecast of future estimated cash flow ~~Valley~~is necessary, we will adjust the credit loss expectations for the loan ~~pools, as necessary.~~pools. These adjustments are based, in part, on actual loss severities recognized for each loan type, as well as changes in the probability of default. For periods in which ~~Valley does not~~we don't reforecast estimated cash flows, the prior reporting period’s estimated cash flows are adjusted to reflect the actual cash received and credit events which transpired during the current reporting period.

The following tables summarize the changes in the carrying amounts of PCI loans (net of the allowance for loan losses, if applicable), and the accretable yield on these loans for the three and nine months ended September 30, 2016 and 2015.

Three Months Ended September 30,
2016 2015

Carrying
Amount, Net

Accretable
Yield

Carrying
Amount, Net

Accretable
Yield
(in thousands)
PCI loans:
Balance, beginning of the period $ 1,975,401
$ 355,601
$ 1,571,271
$ 282,101
Accretion 26,730
(26,730 ) 24,814
(24,814 )
Payments received (145,016 ) —
(116,493 ) —
Transfers to other real estate owned —
—
(2,004 ) —
Balance, end of the period $ 1,857,115
$ 328,871
$ 1,477,588
$ 257,287

Nine Months Ended September 30,
2016 2015

Carrying
Amount, Net

Accretable
Yield

Carrying
Amount, Net

Accretable
Yield
(in thousands)
PCI loans:
Balance, beginning of the period $ 2,240,471
$ 415,179
$ 1,721,601
$ 336,208
Accretion 83,114
(83,114 ) 78,921
(78,921 )
Payments received (462,100 ) —
(319,267 )
Transfers to other real estate owned (1,176 ) —
(3,084 ) —
Other, net (3,194 ) (3,194 ) (583 ) —
Balance, end of the period $ 1,857,115
$ 328,871
$ 1,477,588
$ 257,287

PCI loans in the table above at September 30, 2015 are presented net of the allocation of the allowance for loan losses totaling $200 thousand. This allowance allocation was established due to a decrease in the expected cash flows for certain pools of covered loans based on higher levels of credit impairment than originally forecasted by us at the acquisition dates. There was no allowance allocation for PCI loan losses at September 30, 2016.

Although we recognized additional credit impairment for certain covered pools prior to 2012, and excluding PCI loans recently acquired from CNL in December of 2015, on an aggregate basis the acquired pools of loans are performing better than originally expected at the acquisition dates. Based on our current estimates, we expect to receive more future cash flows than originally modeled at the acquisition dates. For the pools with better than

expected cash flows, the forecasted increase is recorded as a prospective adjustment to our interest income on these loan pools over future periods. The decrease in the FDIC loss-share receivable due to the increase in expected cash flows for covered loan pools, if applicable, is recognized on a prospective basis over the shorter period of the lives of the loan pools and the loss-share agreements accordingly with a corresponding reduction in non-interest income for the period. ~~See section below for further details regarding the FDIC loss-share receivable.~~ Conversely, an increase or decrease in expected future cash flows of covered loans since the acquisition dates will increase or decrease (if applicable) the clawback liability (the amount the FDIC requires us to pay back if certain thresholds are met) accordingly.



	Three Months Ended June 30,
	2017						2016
	Carrying Amount			Accretable Yield			Carrying Amount			Accretable Yield
	(in thousands)
PCI loans:
Balance, beginning of the period	$	1,654,701		$	269,831		$	2,115,421		$	387,120
Accretion	23,553			(23,553		)	28,325			(28,325		)
Payments received	(136,785		)	—			(167,439		)	—
Transfers to other real estate owned	—			—			(906		)	—
Other, net	—			—			—			(3,194		)
Balance, end of the period	$	1,541,469		$	246,278		$	1,975,401		$	355,601



	Six Months Ended June 30,
	2017						2016
	Carrying Amount			Accretable Yield			Carrying Amount			Accretable Yield
	(in thousands)
PCI loans:
Balance, beginning of the period	$	1,771,502		$	294,514		2,240,471			415,179
Accretion	48,236			(48,236		)	56,384			(56,384		)
Payments received	(274,735		)	—			(317,084		)	—
Transfers to other real estate owned	(3,534		)	—			(1,176		)	—
Other, net	—			—			(3,194		)	(3,194		)
Balance, end of the period	$	1,541,469		$	246,278		$	1,975,401		$	355,601

FDIC Loss-Share Receivable Related to Covered Loans and Foreclosed Assets

Non-performing Assets

Non-performing assets (excluding PCI loans) include non-accrual loans, other real estate owned (OREO), other repossessed assets ~~(consisting~~(which mainly consist of automobiles) and non-accrual debt securities at ~~September~~June 30, ~~2016.~~2017. Loans are generally placed on non-accrual status when they become past due in excess of 90 days as to payment of principal or interest. Exceptions to the non-accrual policy may be permitted if the loan is sufficiently collateralized and in the process of collection. OREO is acquired through foreclosure on loans secured by land or real estate. OREO and other repossessed assets are reported at the lower of cost or fair value, less cost to sell at the time of acquisition and at the lower of fair value, less estimated costs to sell, or cost thereafter. ~~The level of~~Our non-performing assets ~~has decreased 33.3 percent over the last 12 month period to $51.0~~totaling $54.6 million at ~~September~~June 30, 2017 increased 5.9 percent from March 31, 2017 primarily due to a moderate increase in non-accrual loans, but decreased 11.0 percent as compared to June 30, 2016 ~~mostly due to strong collections within non-accrual loan category over~~(as shown in the ~~last six months and a steady decline in OREO balances since September 30, 2015. As a result, non-performing~~table below). Non-performing assets as a percentage of total loans and non-performing assets ~~declined to~~totaled 0.31 percent ~~at September 30, 2016 as compared to 0.37~~and 0.29 percent at June 30, ~~2016 (as shown in~~2017 and March 31, 2017, respectively. Overall, we believe total non-performing assets has remained relatively low as a percentage of the ~~table below).~~ total loan portfolio and non-performing assets over the last 12 month period and is reflective of our consistent approach to the loan underwriting criteria for both Valley originated loans and loans purchased from third parties.

Past due loans and non-accrual loans in the table below exclude PCI loans. Under U.S. GAAP, the PCI loans (acquired at a discount that is due, in part, to credit quality) are accounted for on a pool basis and are not subject to delinquency classification in the same manner as loans originated by Valley. For details regarding performing and non-performing PCI loans, see the "Credit quality indicators" section in Note 87 to the consolidated financial statements.

The following table sets forth by loan category accruing past due and non-performing assets on the dates indicated in conjunction with our asset quality ratios:


	September 30, 2016			June 30, 2016			March 31, 2016			December 31, 2015			September 30, 2015			June 30, 2017			March 31, 2017			December 31, 2016			September 30, 2016			June 30, 2016
	($ in thousands)															($ in thousands)
Accruing past due loans: ⁽¹⁾
30 to 59 days past due:
Commercial and industrial	$	4,306		$	5,187		$	8,395		$	3,920		$	2,081		$	2,391		$	29,734		$	6,705		$	4,306		$	5,187
Commercial real estate	9,385			5,076			1,389			2,684			2,950			6,983			11,637			5,894			9,385			5,076
Construction	—			—			1,326			1,876			4,707			—			7,760			6,077			—			—
Residential mortgage	9,982			10,177			14,628			6,681			5,617			4,677			7,533			12,005			9,982			10,177
Consumer	3,146			2,535			3,200			3,348			3,491
Total Consumer																4,393			3,740			4,197			3,146			2,535
Total 30 to 59 days past due	26,819			22,975			28,938			18,509			18,846			18,444			60,404			34,878			26,819			22,975
60 to 89 days past due:
Commercial and industrial	788			5,714			613			524			1,996			2,686			341			5,010			788			5,714
Commercial real estate	4,291			834			120						1,415			8,233			359			8,642			4,291			834
Construction	—			—			—			2,799			—			854			—			—			—			—
Residential mortgage	2,733			2,326			3,056			1,626			1,977			1,721			4,177			3,564			2,733			2,326
Consumer	1,234			644			731			626			722
Total Consumer																1,007			787			1,147			1,234			644
Total 60 to 89 days past due	9,046			9,518			4,520			5,575			6,110			14,501			5,664			18,363			9,046			9,518
90 or more days past due:
Commercial and industrial	145			218			221			213			224			—			405			142			145			218
Commercial real estate	478			131			131			131			245			2,315			—			474			478			131
Construction	1,881			—			—			—			—			2,879			—			1,106			1,881			—
Residential mortgage	590			314			2,613			1,504			3,468			3,353			1,355			1,541			590			314
Consumer	226			139			66			208			166
Total Consumer																275			314			209			226			139
Total 90 or more days past due	3,320			802			3,031			2,056			4,103			8,822			2,074			3,472			3,320			802
Total accruing past due loans	$	39,185		$	33,295		$	36,489		$	26,140		$	29,059		$	41,767		$	68,142		$	56,713		$	39,185		$	33,295
Non-accrual loans:⁽¹⁾
Commercial and industrial	$	7,875		$	6,573		$	11,484		$	10,913		$	12,845		$	11,072		$	8,676		$	8,465		$	7,875		$	6,573
Commercial real estate	14,452			19,432			26,604			24,888			22,129			15,514			15,106			15,079			14,452			19,432
Construction	1,136			5,878			5,978			6,163			5,959			1,334			1,461			715			1,136			5,878
Residential mortgage	14,013			14,866			16,747			17,930			16,657			12,825			11,650			12,075			14,013			14,866
Consumer	965			1,130			1,807			2,206			1,634
Total Consumer																1,409			1,395			1,174			965			1,130
Total non-accrual loans	38,441			47,879			62,620			62,100			59,224			42,154			38,288			37,508			38,441			47,879
Other real estate owned (OREO)⁽²⁾	10,257			10,903			12,368			13,563			14,691			10,182			10,737			9,612			10,257			10,903
Other repossessed assets	307			369			495			437			369			342			475			384			307			369
Non-accrual debt securities ⁽³⁾	2,025			2,118			2,102			2,142			2,182			1,878			2,007			1,935			2,025			2,118
Total non-performing assets (NPAs)	$	51,030		$	61,269		$	77,585		$	78,242		$	76,466		$	54,556		$	51,507		$	49,439		$	51,030		$	61,269
Performing troubled debt restructured loans	$	81,093		$	82,140		$	80,506		$	77,627		$	91,210		$	109,802		$	80,360		$	85,166		$	81,093		$	82,140
Total non-accrual loans as a % of loans	0.23		%	0.29		%	0.39		%	0.39		%	0.39		%	0.24		%	0.22		%	0.22		%	0.23		%	0.29		%
Total NPAs as a % of loans and NPAs	0.31			0.37			0.48			0.49			0.51			0.31			0.29			0.29			0.31			0.37
Total accruing past due and non-accrual loans as a % of loans	0.47			0.49			0.61			0.55			0.59			0.47			0.61			0.55			0.47			0.49
Allowance for loan losses as a % of non-accrual loans	287.97			225.75			168.34			170.98			176.53			276.24			301.51			305.05			287.97			225.75


(1)	Past due loans and non-accrual loans exclude PCI loans that are accounted for on a pool basis.

(2)

This table excludes covered OREO properties related to FDIC-assisted transactions totaling $558 thousand, $1.0 million, and $1.2 million ~~$2.4 million, $5.0 million, and $5.4 million~~ at December 31, 2016, September 30, 2016, and June 30, 2016, respectively. There were no covered OREO properties at June 30, 2017 and March 31, ~~2016, December 31, 2015, and September 30, 2015, respectively.~~2017.

(3)

Includes other-than-temporarily impaired trust preferred securities classified as available for sale, which are presented at carrying value, net of net unrealized losses totaling $875 thousand, $745 thousand, $817 thousand, $728 thousand, $634 thousand ~~$651 thousand, $610 thousand, $570 thousand, $630 thousand~~ at June 30, 2017, March 31, 2017, December 31, 2016, September 30, 2016 and June 30, 2016, ~~March 31, 2016, and December 31, 2015, September 30, 2015,~~ respectively.

Loans past due 30 to 59 days ~~increased $3.8~~decreased $42.0 million to ~~$26.8~~$18.4 million at ~~September~~June 30, ~~2016~~2017 as compared to March 31, 2017. Within the past due category, commercial and industrial loans decreased $27.3 million mainly due to $19.2 million loans collateralized by New York City (NYC) taxi cab medallions reported in this delinquency category at March 31, 2017 which were current to their contractual payments at June 30, ~~2016 largely due to a $4.3 million increase~~2017, as well as normal fluctuations in ~~commercial real estate loans.~~this early stage delinquency category. Commercial real estate loans ~~increased mainly~~past due 30 to 59 days decreased by $4.7 million largely due to ~~two new loan relationships totaling $7.4 million (including a $2.3 million potential problem loan), partially offset by the~~ migration of ~~a $3.8~~one internally classified relationship totaling $5.9 million ~~potential problem loan into the~~included from this delinquency category at March 31, 2017 to loans past due 60 to 89 days ~~category~~ at ~~September~~June 30, ~~2016.~~2017. There were no construction loans past due 30 to 59 days at June 30, 2017 as compared to $7.8 million at March 31, 2017 due to a few previously past due loans that were current to their contractual payments at June 30, 2017.

Loans past due 60 to 89 days ~~decreased $472 thousand to $9.0 million at September 30, 2016 as compared to June 30, 2016. Within the category, commercial and industrial loans decreased $4.9~~increased $8.8 million to ~~$788 thousand at September 30, 2016 from $5.7~~$14.5 million at June 30, ~~2016. The decrease was~~2017 as compared to March 31, 2017 largely due to a $7.9 million increase in past due commercial real estate loans caused, in part, by the aforementioned migration of one internally classified relationship totaling $5.9 million reported within the 30 to 59 days past due delinquency category at March 31, 2017. Commercial and industrial loans also increased $2.3 million to $2.7 million at June 30, 2017 as compared to March 31, 2017 mostly due to ~~one loan relationship~~three loans collateralized by ~~Chicago~~NYC taxi cab medallions totaling $5.2 million that was partially charged off by $3.7 million during the third quarter, and the adjusted aggregate carrying value of $1.5 million reclassified to non-accrual loans at September 30, 2016 (See further discussion below). The commercial real estate loan category increased $3.5$2.4 million. Partially offsetting these increases, residential mortgage delinquencies declined $2.5 million at ~~September~~June 30, ~~2016~~2017 as compared to ~~June 30, 2016 mostly due to the aforementioned potential problem loan totaling $3.8 million that mitigated from loans past due 30 to 59 days reported at June 30, 2016.~~March 31, 2017.

Loans past due 90 days or more and still accruing increased ~~$2.5~~$6.7 million to ~~$3.3~~$8.8 million ~~at September 30, 2016 compared to $802 thousand~~ at June 30, ~~2016. The increase in this delinquency category was mostly~~2017 as compared to $2.1 million at March 31, 2017 largely due to ~~$1.9 million and $347 thousand of~~performing matured ~~performing~~ construction and commercial real estate loans ~~respectively. These loans were~~ in the normal process of renewal ~~at September 30, 2016.~~totaling $5.2 million. All of the loans past due 90 days or more and still accruing are considered to be well secured and in the process of collection.

Non-accrual loans ~~decreased $9.4~~increased $3.9 million to ~~$38.4 million at September 30, 2016 as compared to $47.9~~$42.2 million at June 30, ~~2016~~2017 as compared to $38.3 million at March 31, 2017 largely due to ~~several full repayments of~~two impaired ~~commercial real estate and construction loans and one commercial real estate loan totaling $3.4 million transferred to OREO during~~Chicago taxi medallion relationships (within the ~~third quarter of 2016. As previously noted above, our non-accrual~~ commercial and industrial ~~loans included $1.5~~category) with a combined total of $5.6 million ~~of loans collateralized by Chicago taxi medallions~~that were placed on non-accrual at ~~September~~June 30, ~~2016. This impaired loan relationship is the only past due relationship in~~2017.

At June 30, 2017, our entire taxi medallion loan portfolio ~~totaling $152.0~~totaled $140.5 million, ~~(including $19.2~~consisting of $130.4 million and $10.1 million of ~~contractual outstanding balances within our PCI loan portfolio). Of the $152.0 million taxi medallion loan portfolio, $141.0 million and $11.0 million represent New York City~~NYC and Chicago taxi medallion loans, respectively. At June 30, 2017, the medallion portfolio included impaired loans of $37.4 million with related reserves of $3.7 million within the allowance for loan losses as compared to impaired loans of $6.3 million with related reserves of $2.6 million at March 31, 2017. At June 30, 2017, the impaired medallion loans largely consisted of performing troubled debt restructured (TDR) loans and the aforementioned non-accrual Chicago taxi cab medallion loans totaling $5.6 million. Loans past due 30 to 59 days and loans past due 60 to 89 days include $809 thousand and $2.4 million of NYC taxi medallions at June 30, 2017, respectively, which are all outstanding to one borrower. We are currently renegotiating the terms of these past due loans. Valley's historical taxi medallion lending criteria has been conservative in regards to capping the loan amounts in relation to market valuations, as well as obtaining personal guarantees and other collateral whenever possible. ~~We will~~However, we continue to closely monitor this portfolio's performance and the potential impact of the changes in market ~~valuations~~valuation for taxi medallions due to ~~relatively new~~ competing ~~services.~~car service providers and other factors.

OREO properties decreased ~~$646~~$555 thousand to ~~$10.3 million at September 30, 2016 from $10.9~~$10.2 million at June 30, ~~2016. During the quarter ended September 30, 2016, we sold the aforementioned $3.4~~2017 from $10.7 million commercial real estate loan transferred to OREO from non-accrual loans for an immaterial gain. Our residential mortgage loan foreclosure activity remains low due to the nominal amount of individual loan delinquencies within the residential mortgage and home equity portfolios and the average time to complete a foreclosure in the State of New Jersey, which currently exceeds two and a half years.at March 31, 2017. The residential mortgage and consumer loans secured by residential real estate properties for which formal foreclosure proceedings are ~~in-process~~in process totaled ~~$7.7~~$6.2 million at ~~September~~June 30, 2016. We believe this lengthy legal process negatively impacts the level of our non-accrual loans and NPAs, and the ability to compare our NPA levels to similar banks located outside of our primary markets as of September 30, 2016.2017.

Troubled debt restructured loans (TDRs) represent loan modifications for customers experiencing financial difficulties where a concession has been granted. Performing TDRs (i.e., TDRs not reported as loans 90 days or more past due and still accruing or as non-accrual loans) ~~totaled $81.1~~increased $29.4 million to $109.8 million at ~~September~~June 30, ~~2016~~2017 as compared to $80.4 million at March 31, 2017 mainly due to taxi medallion loans totaling $33.4 million that were restructured and classified as TDR during the second quarter of 2017. Performing TDRs consisted of 95124 loans (primarily in the commercial and industrial loan and commercial real estate portfolios). On an aggregate basis, the ~~$81.1~~$109.8 million in performing TDRs at ~~September~~June 30, ~~2016~~2017 had a modified weighted average interest rate of approximately ~~4.74~~4.53 percent as compared to a pre-modification weighted average interest rate of ~~4.99~~4.30 percent. The increase in the modified weighted average interest rate of the performing TDRs as compared to the pre-modification weighted average interest rate was largely due to several loans restructured at higher current market interest rates, but with extended loan terms.

Despite the increase in taxi medallion loans classified as TDR and non-accrual loans during the second quarter of 2017, we believe our overall credit quality metrics continued to reflect our solid underwriting standards at June 30, 2017. However, we can provide no assurances as to the future level of our loan delinquencies.

Allowance for Credit Losses

The allowance for credit losses includes the allowance for loan losses and the reserve for unfunded commercial letters of credit. Management maintains the allowance for credit losses at a level estimated to absorb probable losses inherent in the loan portfolio and unfunded letter of credit commitments at the balance sheet dates, based on ongoing evaluations of the loan portfolio. Our methodology for evaluating the appropriateness of the allowance for loan losses includes:

segmentation of the loan portfolio based on the major loan categories, which consist of commercial, commercial real estate (including construction), residential mortgage, and other consumer loans (including automobile and home equity loans);

tracking the historical levels of classified loans and delinquencies;

assessing the nature and trend of loan charge-offs;

providing specific reserves on impaired loans; and

evaluating the PCI loan pools for additional credit impairment subsequent to the acquisition dates.

Additionally, the qualitative factors, such as the volume of non-performing loans, concentration risks by size, type, and geography, new markets, collateral adequacy, credit policies and procedures, staffing, underwriting consistency, loan review and economic conditions are taken into consideration when evaluating the adequacy of the allowance for credit losses. The allowance for credit loss methodology and accounting policy are fully described in Part II, Item 7 and Note 1 to the consolidated financial statements in Valley’s Annual Report on Form 10-K for the year ended December 31, ~~2015.~~2016.

While management utilizes its best judgment and information available, the ultimate adequacy of the allowance for credit losses is dependent upon a variety of factors largely beyond our control, including the view of the OCC toward loan classifications, performance of the loan portfolio, and the economy. The OCC may require, based on their judgments about information available to them at the time of their examination, that certain loan balances be charged off or require that adjustments be made to the allowance for loan losses when their credit evaluations differ from those of ~~management~~management.

The table below summarizes the relationship among loans, loans charged-off, loan recoveries, the provision for credit losses and the allowance for credit losses for the periods indicated.


	Three Months Ended									Nine Months Ended						Three Months Ended									Six Months Ended
	September 30, 2016			June 30, 2016			September 30, 2015			September 30, 2016			September 30, 2015			June 30, 2017			March 31, 2017			June 30, 2016			June 30, 2017			June 30, 2016
	($ in thousands)															($ in thousands)
Average loans outstanding	$	16,570,723		$	16,252,915		$	14,709,618		$	16,273,482		$	14,144,921		$	17,701,676		$	17,313,100		$	16,252,915		$	17,508,461		$	16,123,229
Beginning balance - Allowance for credit losses	$	110,414		$	107,675		$	104,887		$	108,367		$	104,287		117,696			116,604			107,675			116,604			108,367
Loans charged-off:
Commercial and industrial	(3,763		)	(493		)	(1,124		)	(5,507		)	(5,103		)	(2,910		)	(1,714		)	(493		)	(4,624		)	(1,744		)
Commercial real estate	—			(414		)	—			(519		)	(1,864		)	(139		)	(414		)	(414		)	(553		)	(519		)
Construction	—			—			(40		)	—			(916		)	—			—			—			—			—
Residential mortgage	(518		)	(151		)	(111		)	(750		)	(499		)	(229		)	(130		)	(151		)	(359		)	(232		)
Consumer	(782		)	(697		)	(734		)	(2,553		)	(2,642		)
Total Consumer																(1,011		)	(1,121		)	(697		)	(2,132		)	(1,771		)
Total charge-offs	(5,063		)	(1,755		)	(2,009		)	(9,329		)	(11,024		)	(4,289		)	(3,379		)	(1,755		)	(7,668		)	(4,266		)
Charged-off loans recovered:
Commercial and industrial	902			990			2,550			2,418			5,587			312			848			990			1,160			1,516
Commercial real estate	34			1,458			535			1,581			773			346			142			1,458			488			1,547
Construction	10			—			1			10			913			294			—			—			294			—
Residential mortgage	495			94			151			604			395			235			448			94			683			109
Consumer	282			523			488			1,194			1,172
Total Consumer																395			563			523			958			912
Total recoveries	1,723			3,065			3,725			5,807			8,840			1,582			2,001			3,065			3,583			4,084
Net (charge-offs) recoveries	(3,340		)	1,310			1,716			(3,522		)	(2,184		)	(2,707		)	(1,378		)	1,310			(4,085		)	(182		)
Provision charged for credit losses	5,840			1,429			94			8,069			4,594			3,632			2,470			1,429			6,102			2,229
Ending balance - Allowance for credit losses	$	112,914		$	110,414		$	106,697		$	112,914		$	106,697		$	118,621		$	117,696		$	110,414		$	118,621		$	110,414
Components of allowance for credit losses:
Allowance for loan losses	$	110,697		$	108,088		$	104,551		$	110,697		$	104,551		$	116,446		$	115,443		$	108,088		$	116,446		$	108,088
Allowance for unfunded letters of credit	2,217			2,326			2,146			2,217			2,146			2,175			2,253			2,326			2,175			2,326
Allowance for credit losses	$	112,914		$	110,414		$	106,697		$	112,914		$	106,697		$	118,621		$	117,696		$	110,414		$	118,621		$	110,414
Components of provision for credit losses:
Provision for loan losses	$	5,949		$	1,363		$	—		$	8,041		$	4,382
Provision for losses on loans																$	3,710		$	2,402		$	1,363		$	6,112		$	2,092
Provision for unfunded letters of credit	(109		)	66			94			28			212			(78		)	68			66			(10		)	137
Provision for credit losses	$	5,840		$	1,429		$	94		$	8,069		$	4,594		$	3,632		$	2,470		$	1,429		$	6,102		$	2,229

Annualized ratio of net charge-offs (recoveries) to average loans outstanding	0.08		%	(0.03		)%	(0.05		)%	0.03		%	0.02		%	0.06		%	0.03		%	(0.03		)%	0.05		%	0.00		%
Allowance for credit losses as a % of non-PCI loans	0.76			0.76			0.79			0.76			0.79			0.73			0.75			0.76			0.73			0.76
Allowance for credit losses as a % of total loans	0.68			0.67			0.71			0.68			0.71			0.67			0.67			0.67			0.67			0.67

During the ~~third~~second quarter of ~~2016,~~2017, we recognized net loan charge-offs of ~~$3.3~~$2.7 million as compared to $1.4 million for the first quarter of 2017, and net loan recoveries of ~~charge-offs totaling~~ $1.3 million ~~and $1.7 million for~~ the second quarter of ~~2016 and the third quarter of 2015, respectively.~~2016. The ~~quarter over quarter~~ increase in net loan charge-offs as compared to the first quarter of 2017 was largely due to ~~the $3.7~~one charged-off impaired loan totaling $1.9 million ~~partial charge-off related to a Chicago taxi medallion relationship~~ within the commercial and industrial loan ~~portfolio.~~portfolio during the second quarter of 2017.

During the ~~third~~second quarter of ~~2016,~~2017, we recorded a ~~$5.8~~$3.6 million provision for credit losses as compared to ~~a provision of~~$2.5 million and $1.4 million for the first quarter of 2017 and ~~$94 thousand for~~ the second quarter of 2016, ~~and third~~respectively. The quarter ~~of 2015, respectively. The~~over quarter increase in the provision ~~from the linked~~was due, in part, to solid second quarter ~~of 2016 was mostly due to longer estimated loss emergence periods for most of our commercial~~ loan ~~portfolios based upon our updated annual loss emergence study performed at September 30, 2016, as well as a moderate~~growth and an increase in allocated reserves for ~~internally classified loans. The loss emergence period (LEP) assumption represents the estimated average amount of time from the point~~impaired loans at which a loss is incurred to the point at which a loss is confirmed, typically by a charge-off. A longer LEP assumption will increase the level of the allowance for loan losses, and conversely, a shorter LEP will reduce the level of such reserves.June 30, 2017.

The following table summarizes the allocation of the allowance for credit losses to specific loan portfolio categories and the allocations as a percentage of each loan category:


	September 30, 2016				June 30, 2016				September 30, 2015				June 30, 2017				March 31, 2017				June 30, 2016
	Allowance Allocation		Allocation as a % of Loan Category		Allowance Allocation		Allocation as a % of Loan Category		Allowance Allocation		Allocation as a % of Loan Category		Allowance Allocation		Allocation as a % of Loan Category		Allowance Allocation		Allocation as a % of Loan Category		Allowance Allocation		Allocation as a % of Loan Category
	($ in thousands)												($ in thousands)
Loan Category:
Commercial and Industrial loans*	$	52,969	2.07	%	$	50,351	1.99	%	$	49,682	2.07	%	$	53,792	2.04	%	$	53,541	2.03	%	$	50,351	1.99	%
Commercial real estate loans:
Commercial real estate	35,513		0.43	%	35,869		0.45	%	29,950		0.43	%	37,180		0.40	%	38,146		0.42	%	35,869		0.45	%
Construction	16,947		2.11	%	16,008		2.08	%	12,328		2.16	%	18,275		2.07	%	18,156		2.17	%	16,008		2.08	%
Total commercial real estate loans	52,460		0.58	%	51,877		0.59	%	42,278		0.56	%	55,455		0.55	%	56,302		0.57	%	51,877		0.59	%
Residential mortgage loans	3,378		0.12	%	3,495		0.11	%	4,549		0.15	%	4,186		0.15	%	3,592		0.13	%	3,495		0.11	%
Consumer loans:
Home equity	796		0.17	%	968		0.20	%	1,127		0.24	%	582		0.13	%	433		0.09	%	968		0.20	%
Auto and other consumer	3,311		0.20	%	3,723		0.23	%	3,341		0.21	%	4,606		0.26	%	3,828		0.22	%	3,723		0.23	%
Total consumer loans	4,107		0.19	%	4,691		0.22	%	4,468		0.21	%	5,188		0.23	%	4,261		0.19	%	4,691		0.22	%
Unallocated	—				—		—		5,720		—
Total allowance for credit losses	$	112,914	0.68	%	$	110,414	0.67	%	$	106,697	0.71	%	$	118,621	0.67	%	$	117,696	0.67	%	$	110,414	0.67	%



*	Includes the reserve for unfunded letters of credit.

The allowance for credit losses comprised of our allowance for loan losses and reserve for unfunded letters of credit, as a percentage of total loans was ~~0.68 percent at September 30, 2016 and~~ 0.67 percent at June 30, ~~2016, as compared to 0.71 percent of total loans at September~~2017, March 31, 2017 and June 30, ~~2015.~~2016. At ~~September~~June 30, ~~2016,~~2017, our allowance allocations for losses as a percentage of total loans remained relatively stable in ~~several~~most loan categories as compared to March 31, 2017, but declined 0.10 basis points for construction loans primarily due to the continued low level of recent loss experience in this portfolio. There were no construction loan charge-offs during the six months endedJune 30, ~~2016, but increased for commercial~~2017 and ~~industrial loans due, in part, to~~ the ~~aforementioned increase in the loss emergence period and a higher level of net loan charge-offs and internally classified loans (including taxi medallion loans) at September 30,~~year ended December 31, 2016. The overall mix of these items, significant loan growth in the commercial real estate and other consumer loan categories of the portfolio, assumptions based on the current economic environment, as well as other qualitative factors impacted our estimate of the allowance for credit losses at September 30, 2016.

During the fourth quarter of 2015, Valley refined and enhanced its assessment of the adequacy of the allowance for loan losses by extending the loss look-back period on the majority of its loan portfolios from three years to four years in order to capture more of the current economic cycle as it continued throughout 2015. Valley also enhanced its qualitative factor framework to capture the risks of several factors, including, but not limited to, the impact of changes in capitalization rates on collateral values, concentrations of certain loan types, including multi-family and exculpated loans, the volume of loans purchased from and serviced by third parties, as well as the rate of growth in Valley's real estate portfolios. These enhancements are meant to increase the level of precision in the allowance for credit losses. As a result, Valley no longer has an “unallocated” segment in its allowance for credit losses, as the risks and

uncertainties meant to be captured by the unallocated allowance have been included in the qualitative framework for the respective portfolios at September 30, 2016 and June 30, 2016. As such, the unallocated allowance has in essence been reallocated to the certain portfolios based on the risks and uncertainties it was meant to capture.

Our allowance for credit losses as a percentage of total non-PCI loans (excluding PCI loans with carrying values totaling approximately ~~$1.9~~$1.5 billion) was 0.73 percent at June 30, 2017, as compared to 0.75 percent and 0.76 percent at ~~both September 30, 2016~~March 31, 2017 and June 30, 2016, ~~as compared to 0.79 percent at September 30, 2015.~~respectively. PCI loans ~~including all of the loans acquired from CNL during the fourth quarter of 2015,~~ are accounted for on a pool basis and initially recorded net of fair valuation discounts related to credit which may be used to absorb future losses on such loans before any allowance for loan losses is recognized subsequent to acquisition. Due to the adequacy of such discounts, there were no allowance reserves related to PCI loans at ~~September~~June 30, 2017, March 31, 2017 and June 30, 2016.

Capital Adequacy

A significant measure of the strength of a financial institution is its shareholders’ equity. ~~Our~~At both June 30, 2017 and December 31, 2016, shareholders’ equity totaled approximately ~~$2.3~~$2.4 billion and represented ~~approximately 10~~10.3 percent and 10.4 percent of total assets, ~~at both September 30, 2016 and December 31, 2015.~~respectively. During the ~~nine~~six months ended ~~September~~June 30, ~~2016,~~2017, total shareholders’ equity increased ~~$50.0~~by $46.7 million ~~which was comprised of~~primarily due to (i) net income of ~~$118.1~~$96.2 million, (ii) a $5.4 million decrease in our accumulated other comprehensive loss, (iii) a $4.5 million increase attributable to the effect of ~~$11.4 million, (iii)~~our stock incentive plan, and (iv) net proceeds of ~~$4.2~~$2.2 million from the re-issuance of treasury and authorized common shares issued under our dividend reinvestment plan totaling a combined ~~445~~186 thousand ~~shares, and (iv) an increase of $5.8 million attributable to the effect of our stock incentive plan,~~shares. These positive changes were partially offset by ~~(v)~~ cash dividends declared on common and preferred stock totaling ~~$84.1 million and $5.4 million, respectively.~~a combined $61.6 million. See Note 43 to the

consolidated financial statements for additional information regarding changes in our accumulated other comprehensive loss during the three and ~~nine~~six months ended ~~September~~June 30, ~~2016.~~2017.

Valley and Valley National Bank are subject to the regulatory capital requirements administered by the Federal Reserve Bank and the OCC. Quantitative measures established by regulation to ensure capital adequacy require Valley and Valley National Bank to maintain minimum amounts and ratios of common equity Tier 1 capital, total and Tier 1 capital to risk-weighted assets, and Tier 1 capital to average assets, as defined in the regulations.

Effective January 1, 2015, Valley implemented the Basel III regulatory capital framework and related Dodd-Frank Wall Street Reform and Consumer Protection Act (“Dodd-Frank Act”). Basel III final rules require a new common equity Tier 1 capital to risk-weighted assets ratio of 4.5 percent, Tier 1 capital to risk-weighted assets of 6.0 percent, ratio of total capital to risk-weighted assets of 8.0 percent, and minimum leverage ratio of 4.0 percent. The new rule changes included the implementation of a new capital conservation buffer that is added to the minimum requirements for capital adequacy purposes. The capital conservation buffer is subject to a three year phase-in period that started on January 1, 2016, at 0.625 percent of risk-weighted assets and increases each subsequent year by 0.625 percent until reaching its final level of 2.5 percent when fully phased-in on January 1, 2019. As of ~~September~~June 30, ~~2016,~~2017, and December 31, ~~2015,~~2016, Valley and Valley National Bank exceeded all capital adequacy requirements with the capital conservation buffer under the Basel III Capital Rules (see tables below).

The following tables present Valley’s and Valley National Bank’s actual capital positions and ratios under Basel III risk-based capital guidelines at ~~September~~June 30, ~~2016~~2017 and December 31, ~~2015:~~2016:


	Actual				Minimum Capital Requirements with Capital Conservation Buffer				To Be Well Capitalized Under Prompt Corrective Action Provision				Actual				Minimum Capital Requirements with Capital Conservation Buffer				To Be Well Capitalized Under Prompt Corrective Action Provision
	Amount		Ratio		Amount		Ratio		Amount		Ratio		Amount		Ratio		Amount		Ratio		Amount		Ratio
	($ in thousands)												($ in thousands)
As of September 30, 2016
As of June 30, 2017
Total Risk-based Capital
Valley	$	1,950,848	11.64	%	$	1,445,052	8.625	%	N/A		N/A		$	2,132,436	11.99	%	$	1,644,928	9.250	%	N/A		N/A
Valley National Bank	1,890,118		11.32		1,440,144		8.625		$	1,669,732	10.00	%	2,076,401		11.70		1,641,551		9.250		$	1,774,650	10.00	%
Common Equity Tier 1 Capital
Valley	1,461,806		8.73		858,654		5.125		N/A		N/A		1,631,680		9.18		1,022,523		5.750		N/A		N/A
Valley National Bank	1,677,204		10.04		855,738		5.125		1,085.326		6.50		1,857,730		10.47		1,020,423		5.750		1,153,522		6.50
Tier 1 Risk-based Capital
Valley	1,568,934		9.36		1,109,967		6.625		N/A		N/A		1,744,690		9.81		1,289,268		7.250		N/A		N/A
Valley National Bank	1,677,204		10.04		1,106,197		6.625		1,335,785		8.00		1,857,730		10.47		1,286,621		7.250		1,419,720		8.00
Tier 1 Leverage Capital
Valley	1,568,934		7.35		854,230		4.00		N/A		N/A		1,744,690		7.69		907,078		4.00		N/A		N/A
Valley National Bank	1,677,204		7.87		852,343		4.00		1,065,429		5.00		1,857,730		8.21		905,662		4.00		1,132,078		5.00


	Actual				Minimum Capital Requirements				To Be Well Capitalized Under Prompt Corrective Action Provision				Actual				Minimum Capital Requirements with Capital Conservation Buffer				To Be Well Capitalized Under Prompt Corrective Action Provision
	Amount		Ratio		Amount		Ratio		Amount		Ratio		Amount		Ratio		Amount		Ratio		Amount		Ratio
	($ in thousands)												($ in thousands)
As of December 31, 2015
As of December 31, 2016
Total Risk-based Capital
Valley	$	1,910,304	12.02	%	$	1,271,171	8.00	%	N/A		N/A		$	2,084,531	12.15	%	$	1,480,006	8.625	%	N/A		N/A
Valley National Bank	1,826,420		11.53		1,266,942		8.00		$	1,583,677	10.00	%	2,023,857		11.82		1,476,767		8.625		$	1,712,193	10.00	%
Common Equity Tier 1 Capital
Valley	1,431,973		9.01		715,034		4.50		N/A		N/A		1,590,825		9.27		879,424		5.125		N/A		N/A
Valley National Bank	1,618,053		10.22		712,655		4.50		1,029,390		6.50		1,807,201		10.55		877,499		5.125		1,112,926		6.50
Tier 1 Risk-based Capital
Valley	1,543,937		9.72		953,378		6.00		N/A		N/A		1,698,767		9.90		1,136,816		6.625		N/A		N/A
Valley National Bank	1,618,053		10.22		950,206		6.00		1,266,942		8.00		1,807,201		10.55		1,134,328		6.625		1,369,755		8.00
Tier 1 Leverage Capital
Valley	1,543,937		7.90		781,388		4.00		N/A		N/A		1,698,767		7.74		878,244		4.00		N/A		N/A
Valley National Bank	1,618,053		8.29		780,831		4.00		976,039		5.00		1,807,201		8.25		876,026		4.00		1,095,032		5.00

The Dodd-Frank Act requires federal banking agencies to issue regulations that require banks with total consolidated assets of more than $10.0 billion to conduct and publish company-run annual stress tests to assess the potential impact of different scenarios on the consolidated earnings and capital of each bank and certain related items over a nine-quarter forward-looking planning horizon, taking into account all relevant exposures and activities. On October 9, 2012, the FRB published final rules implementing the stress testing requirements for banks with total consolidated assets of more than $10.0 billion but less than $50.0 billion. These rules set forth the timing and type of stress test activities, as well as rules governing controls, oversight and disclosure.

In March 2014, the FRB, OCC, and FDIC issued final supervisory guidance for these stress tests. This joint final supervisory guidance discusses supervisory expectations for stress test practices, provides examples of practices that would be consistent with those expectations, and offers additional details about stress test methodologies. It also emphasizes the importance of stress testing as an ongoing risk management practice.

~~On July 28, 2016, we~~We submitted our latest stress testing results ~~utilizing~~(utilizing data as of December 31, ~~2015,~~2016) to the ~~FRB.~~FRB on July 27, 2017. The full disclosure of the stress testing results, including the results for Valley National Bank, a summary of the supervisory severely adverse scenario and additional information regarding the methodologies used to conduct the stress test ~~may~~at December 31, 2016 will be ~~found on~~available under the Shareholder Relations section of our website (www.valleynationalbank.com) under the Dodd-Frank Act Stress Test Reports ~~section.~~section when the FRB discloses the results to the public in October 2017. The previous year results (utilizing data as of December 31, 2015) can currently be found on our website.

Tangible book value per common share is computed by dividing shareholders’ equity less preferred stock, goodwill and other intangible assets by common shares outstanding as follows:


	September 30, 2016		December 31, 2015		June 30, 2017		December 31, 2016
	($ in thousands, except for share data)				($ in thousands, except for share data)
Common shares outstanding	254,461,906		253,787,561		263,971,766		263,638,830
Shareholders’ equity	$	2,257,073	$	2,207,091	$	2,423,901	$	2,377,156
Less: Preferred stock	111,590		111,590		111,590		111,590
Less: Goodwill and other intangible assets	733,627		735,221		734,337		736,121
Tangible shareholders’ equity	$	1,411,856	$	1,360,280
Tangible common shareholders’ equity					$	1,577,974	$	1,529,445
Tangible book value per common share	$	5.55	$	5.36	$	5.98	$	5.80
Book value per common share	$	8.43	$	8.26	$	8.76	$	8.59

Management believes the tangible book value per common share ratio provides information useful to management and investors in understanding our underlying operational performance, our business and performance trends and facilitates comparisons with the performance of others in the financial services industry. This non-GAAP financial measure should not be considered in isolation or as a substitute for or superior to financial measures calculated in accordance with U.S. GAAP. This non-GAAP financial measure may also be calculated differently from similar measures disclosed by other companies.

Typically, our primary source of capital growth is through retention of earnings. Our rate of earnings retention is derived by dividing undistributed earnings per common share by earnings (or net income available to common stockholders) per common share. Our retention ratio was ~~25.0~~37.1 percent for the ~~nine~~six months ended ~~September~~June 30, ~~2016~~2017 as compared to ~~zero~~30.2 percent for the year ended December 31, 2015. Our rate of earnings retention increased during the nine months of 2016 as compared to the full year of 2015, which was negatively impacted by $51.1 million in pre-tax debt prepayment penalties recognized during the fourth quarter of 2015, and, to a much lesser extent, merger costs from the acquisition of CNL in December 2015.2016. We expect our ~~future~~ retention ~~rate~~ratio to improve during the remainder of 2017 due to, among other factors, ~~synergies realized~~solid loan growth and potential earnings improvement from LIFT, our earnings enhancement initiative to review our business practices with the ~~integration~~primary goal of CNL's back office operations completed in February 2016 and the related CNL staffing reductions effective April 1, 2016, as well as our current branch efficiency and cost reduction plans discussed elsewhere in this MD&A.improving Valley's overall efficiency.

Cash dividends declared amounted to ~~$0.33~~$0.22 per common share for both the ~~nine~~six months ended ~~September~~June 30, ~~2016~~2017 and ~~2015.~~2016. The Board is committed to examining and weighing relevant facts and considerations, including its commitment to shareholder value, each time it makes a cash dividend decision in this economic environment. The Federal Reserve has cautioned all bank holding companies about distributing dividends which may reduce the level of capital or not allow capital to grow in light of the increased capital levels as required under the Basel III rules. Prior to the date of this filing, Valley has received no objection or adverse guidance from the FRB or the OCC regarding the current level of its quarterly common stock dividend.

Off-Balance Sheet Arrangements, Contractual Obligations and Other Matters

For a discussion of Valley’s off-balance sheet arrangements and contractual obligations see information included in Valley’s Annual Report on Form 10-K for the year ended December 31, ~~2015~~2016 in the MD&A section ~~-“Off-Balance~~- “Off-Balance Sheet Arrangements” and Notes 1211 and 1312 to the consolidated financial statements included in this report.



Item 3.	Quantitative and Qualitative Disclosures About Market Risk

Market risk refers to potential losses arising from changes in interest rates, foreign exchange rates, equity prices, and commodity prices. Valley’s market risk is composed primarily of interest rate risk. See page 6765 for a discussion of interest rate sensitivity.



Item 4.	Controls and Procedures

Valley’s Chief Executive Officer (CEO) and Chief Financial Officer (CFO), with the assistance of other members of Valley’s management, have evaluated the effectiveness of Valley’s disclosure controls and procedures (as defined in Rule 13a-15(e) or Rule 15d-15(e) under the Exchange Act) as of the end of the period covered by this Quarterly

Report on Form 10-Q. Based on such evaluation, Valley’s CEO and CFO have concluded that Valley’s disclosure controls and procedures are effective as of the end of the period covered by this report.

Valley’s CEO and CFO have also concluded that there have not been any changes in Valley’s internal control over financial reporting during the quarter ended ~~September~~June 30, ~~2016~~2017 that have materially affected, or are reasonably likely to materially affect, Valley’s internal control over financial reporting.

Valley’s management, including the CEO and CFO, does not expect that our disclosure controls and procedures or our internal controls will prevent all error and all fraud. A control system, no matter how well conceived and operated, provides reasonable, not absolute, assurance that the objectives of the control system are met. The design of a control system reflects resource constraints and the benefits of controls must be considered relative to their costs. Because there are inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within Valley have been or will be detected.

These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns occur because of simple error or mistake. Controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the control. The design of any system of controls is based in part upon certain assumptions about the likelihood of future events. There can be no assurance that any design will succeed in achieving its stated goals under all future conditions. Over time, controls may become inadequate because of changes in conditions or deterioration in the degree of compliance with the policies or procedures. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

PART II - OTHER INFORMATION



Item 1.	Legal Proceedings

In the normal course of business, we may be a party to various outstanding legal proceedings and claims. ~~There have been no material changes in~~See Note 14 to the ~~legal proceedings previously disclosed under Part I, Item 3 of Valley’s Annual Report on Form 10-K~~consolidated financial statements for ~~the year ended December 31, 2015.~~further details.



Item 1A.	Risk Factors

~~There~~Other than the additional risk factor described below, there has been no material change in the risk factors previously disclosed under Part I, Item 1A of Valley’s Annual Report on Form 10-K for the year ended December 31, ~~2015.~~2016.

The acquisition of USAmeriBancorp, Inc. may not be successful, which may adversely affect our business, financial condition and results of operation.

In July 2017, we announced our entry into a merger agreement with USAmeriBancorp, Inc. (USAB) and its wholly-owned subsidiary, USAmeriBank, headquartered in Clearwater, Florida. The acquisition of USAB is subject to several conditions, including the receipt of necessary shareholder and regulatory approvals. The satisfaction of such conditions could delay the acquisition of USAB for a significant period or prevent it from occurring. In addition, both Valley and USAB may terminate the merger agreement under certain circumstances, including but not limited to, if Valley’s share price falls below $11.00 in the preclosing measurement period. If we do not complete the acquisition of USAB or if it is significantly delayed, the expected benefits of such acquisition may not be fully realized, if at all, and we may incur significant expenses and our business and results of operations may be materially adversely affected.



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

During the quarter, we did not sell any equity securities not registered under the Securities Act of 1933, as amended. Purchases of equity securities by the issuer and affiliated purchasers during the three months ended ~~September~~June 30, ~~2016~~2017 were as follows:

ISSUER PURCHASES OF EQUITY SECURITIES

Period
Total Number of
Shares Purchased (1)

Average
Price Paid
Per Share

Total Number of Shares
Purchased as Part of
Publicly Announced
Plans (2)

Maximum Number of
Shares that May Yet Be
Purchased Under the Plans (2)
July 1, 2016 to July 30, 2016 —
$ —
—
4,112,465
August 1, 2016 to August 31, 2016 8,358
9.38
—
4,112,465
September 1, 2016 to September 30, 2016 666
9.61
—
4,112,465
Total 9,024
$ 9.40
—



Period	Total Number of Shares Purchased (1)	Average Price Paid Per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans (2)	Maximum Number of Shares that May Yet Be Purchased Under the Plans (2)
April 1, 2017 to April 30, 2017	—	$	—	—	4,112,465
May 1, 2017 to May 31, 2017	2,719	11.72		—	4,112,465
June 1, 2017 to June 30, 2017	—	—		—	4,112,465
Total	2,719	$	11.72	—


(1)	Represents repurchases made in connection with the vesting of employee restricted stock awards.


(2)	On January 17, 2007, Valley publicly announced its intention to repurchase up to 4.7 million outstanding common shares in the open market or in privately negotiated transactions. The repurchase plan has no stated expiration date. No repurchase plans or programs expired or terminated during the three months ended ~~September~~June 30, ~~2016.~~2017.



Item 6.	Exhibits



(2)	Plan of acquisition, reorganization, arrangement, liquidation or succession:
	(2.1)	Agreement and Plan of Merger, dated July 26, 2017, by and between Valley National Bancorp and USAmeriBancorp, Inc., incorporated herein by reference to Exhibit 2.1 to the Registrant’s Form 8-K Current Report filed on July 28, 2017.
(3)	Articles of Incorporation and By-laws:
	(3.1)	Certificate of Amendment to the Restated Certificate of Incorporation of the Registrant, incorporated herein by reference to Exhibit 3.1 of the Registrant's Form 10-Q Quarterly Report filed on May 8, 2017.
	(3.2)	Certificate of Amendment to the Restated Certificate of Incorporation of the Registrant, incorporated herein by reference to Exhibit 3.1 of the Registrant's Form 8-K Current Report filed on August 1, 2017.
	(3.3)	Restated Certificate of Incorporation of the Registrant, incorporated herein by reference to Exhibit 3.A of the Registrant's Form 10-K Annual Report ~~on Form 10-K~~ filed on February 29, 2016.
	~~(3.2)~~	Certificate of Designations relating to the 6.25% Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock, Series A, incorporated herein by reference to Exhibit 3.1 of the Registrant’s Form 8-K filed on June 19, 2015.
	~~(3.3)~~(3.4)	By-laws of the Registrant, as amended and restated, incorporated herein by reference to Exhibit 3.1 to the ~~Registrant's~~Registrant’s Form 8-K Current Report filed on ~~October 28,~~December 7, 2016.



(10)	Material ~~Contracts~~
		Contracts:
	(10.1)	Amendment to the Employment Agreement between Valley, Valley National Bank and for Rudy Schupp, dated September 23, 2016.+*
	~~(10.2)~~	~~Severance Letter~~Underwriting Agreement, dated July 27, 2017, by and between the Company and Keefe, Bruyette & Woods, Inc., as representative of ~~September 21, 2016, between Valley National Bank, Valley National Bancorp and Ira Robbins,~~the underwriters named therein, incorporated herein by reference to Exhibit ~~10.1 of~~1.1 to the ~~Registrant's~~Registrant’s Form 8-K Current Report filed on ~~September 27, 2016.+~~August 1, 2017.
	~~(10.3)~~(10.2)	Amended and Restated Change in Control Agreement ~~among~~dated June 28, 2017 between Valley, Valley National Bank ~~Valley National Bancorp~~ and ~~Ira Robbins, dated as of September 21, 2016, incorporated herein by reference to Exhibit 10.2 of the Registrant's Form 8-K filed on September 27, 2016.~~Dianne M. Grenz.+*
	~~(10.4)~~(10.3)	Severance ~~Letter~~ Agreement dated ~~as of September 21, 2016,~~June 28, 2017 between Valley, Valley National Bank ~~Valley National Bancorp~~ and ~~Thomas A. Iadanza, incorporated herein by reference to Exhibit 10.3 of the Registrant's Form 8-K filed on September 27, 2016.~~Dianne M. Grenz.+
	~~(10.5)~~	Amended and Restated Change in Control Agreement among Valley National Bank, Valley National Bancorp and Thomas A. Iadanza, dated as of September 21, 2016, incorporated herein by reference to Exhibit 10.4 of the Registrant's Form 8-K filed on September 27, 2016.+


		*
(31.1)		Certification pursuant to Securities Exchange Rule 13a-14(a)/15d-14(a) signed by Gerald H. Lipkin, Chairman of the Board ~~President~~ and Chief Executive Officer of the Company.*

(31.2)		Certification pursuant to Securities Exchange Rule 13a-14(a)/15d-14(a) signed by Alan D. Eskow, Senior Executive Vice President and Chief Financial Officer of the Company.*

(32)		Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, signed by Gerald H. Lipkin, Chairman of the Board ~~President~~ and Chief Executive Officer of the Company, and Alan D. Eskow, Senior Executive Vice President and Chief Financial Officer of the Company.*

(101)		Interactive Data File *



*	Filed herewith.



+	Management contract and compensatory plan or agreement.

SIGNATURES

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




				VALLEY NATIONAL BANCORP
				(Registrant)

Date:				/s/ Gerald H. Lipkin
~~November 8, 2016~~August 7, 2017				Gerald H. Lipkin
				Chairman of the Board ~~President~~
				and Chief Executive Officer

Date:				/s/ Alan D. Eskow
~~November 8, 2016~~August 7, 2017				Alan D. Eskow
				Senior Executive Vice President and
				Chief Financial Officer



	Business Segment / Reporting Unit
	Wealth Management*		Consumer Lending		Commercial Lending		Investment Management		Total
	(in thousands)
Balance at December 31, 2015	$	20,517	$	199,119	$	314,260	$	152,443	$	686,339
Goodwill from business combinations	701		697		1,416		436		3,250
Balance at September 30, 2016	$	21,218	$	199,816	$	315,676	$	152,879	$	689,589



	For the Month Ended
	September 30, 2016		June 30, 2016		March 31, 2016		December 31, 2015		September 30, 2015
Selected Economic Indicators:
Unemployment rate:
U.S.	4.90	%	4.90	%	5.00	%	5.00	%	5.10	%
New York Metro Region⁽¹⁾	5.20		4.40		4.70		4.40		5.00
New Jersey	5.30		4.90		4.40		4.90		5.60
New York	4.80		4.80		4.80		5.30		5.30
Miami-Fort Lauderdale Metro Region	5.10		4.60		4.90		5.00		5.70
Florida	4.70		4.70		5.00		5.10		5.20
	Three Months Ended
	September 30, 2016		June 30, 2016		March 31, 2016		December 31, 2015		September 30, 2015
2-year U.S. Treasury rate ⁽²⁾	0.73	%	0.77	%	0.84	%	0.84	%	0.69	%
10-year U.S. Treasury rate ⁽²⁾	1.56		1.75		1.91		2.19		2.22
Real Gross Domestic Product ⁽³⁾	2.9		1.20		1.10		1.40		2.00
Change in personal income ⁽⁴⁾ :
New Jersey	NA		2.86		3.28		3.65		4.09
New York	NA		2.69		4.08		2.89		4.24
Florida	NA		4.42		4.34		5.00		5.11
Homeowner vacancy rates:
New Jersey	1.8		1.90		1.80		1.40		1.40
New York	2.20		2.10		2.20		2.40		1.60
Florida	2.30		2.30		2.30		2.70		2.60
Number of U.S. regional existing home sales ⁽⁵⁾ :
Northeast census region	700,000		756,667		703,333		726,667		713,333
South census region	2,173,333		2,233,333		2,226,667		2,116,667		2,193,333
Number of building permits authorized for new homes ⁽²⁾ :
New Jersey	1,909		1,749		2,581		2,809		2,172
New York	2,982		2,322		2,380		5,632		2,638
Florida	10,372		8,664		8,536		9,907		9,141