Edgar Filing: VALLEY NATIONAL BANCORP

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Form 10-Q

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 March 31, 2012

¨	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 accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act (check one):

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 197,249,901 shares were outstanding as of May 3, 2012.

TABLE OF CONTENTS


		Page Number
PART I	FINANCIAL INFORMATION

Item 1.	Financial Statements (Unaudited)
	Consolidated Statements of Financial Condition as of March 31, 2012 and December 31, 2011		2
	Consolidated Statements of Income for the Three Months Ended March 31, 2012 and 2011		3
	Consolidated Statements of Comprehensive Income for the Three Months Ended March 31, 2012 and 2011		4
	Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2012 and 2011		5
	Notes to Consolidated Financial Statements		7

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		46

Item 3.	Quantitative and Qualitative Disclosures About Market Risk		77

Item 4.	Controls and Procedures		78

PART II	OTHER INFORMATION

Item 1.	Legal Proceedings		78

Item 1A.	Risk Factors		78

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds		79

Item 6.	Exhibits		79

SIGNATURES			80

PART I—FINANCIAL INFORMATION

Item 1. Financial Statements

VALLEY NATIONAL BANCORP

CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION (Unaudited)

(in thousands, except for share data)


	March 31, 2012			December 31, 2011
	March 31, 2012			December 31, 2011
Assets
Cash and due from banks	$	466,616		$	372,566
Interest bearing deposits with banks		34,219			6,483
Investment securities:
Held to maturity, fair value of $1,940,444 at March 31, 2012 and $2,027,197 at December 31, 2011		1,878,462			1,958,916
Available for sale		830,974			566,520
Trading securities		22,190			21,938

Total investment securities		2,731,626			2,547,374

Loans held for sale, at fair value		15,892			25,169
Non-covered loans		10,897,337			9,527,797
Covered loans		252,185			271,844
Less: Allowance for loan losses		(132,870	)		(133,802	)

Net loans		11,016,652			9,665,839

Premises and equipment, net		273,297			265,475
Bank owned life insurance		334,980			303,867
Accrued interest receivable		57,349			52,527
Due from customers on acceptances outstanding		5,461			5,903
FDIC loss-share receivable		69,928			74,390
Goodwill		420,434			317,962
Other intangible assets, net		28,380			20,818
Other assets		495,220			586,134

	$	15,950,054		$	14,244,507

Liabilities
Deposits:
Non-interest bearing	$	3,232,967		$	2,781,597
Interest bearing:
Savings, NOW and money market		5,013,581			4,390,121
Time		2,710,636			2,501,384

Total deposits		10,957,184			9,673,102

Short-term borrowings		410,749			212,849
Long-term borrowings		2,724,731			2,726,099
Junior subordinated debentures issued to capital trusts (includes fair value of $151,409 at March 31, 2012 and $160,478 at December 31, 2011 for VNB Capital Trust I)		192,214			185,598
Bank acceptances outstanding		5,461			5,903
Accrued expenses and other liabilities		166,261			174,708

		14,456,600			12,978,259

Shareholders’ Equity*
Preferred stock, no par value, authorized 30,000,000 shares; none issued		—			—
Common stock, no par value, authorized 232,023,233 shares; issued 197,073,878 shares at March 31, 2012 and 178,717,806 shares at December 31, 2011		65,927			59,955
Surplus		1,384,511			1,179,135
Retained earnings		92,166			90,011
Accumulated other comprehensive loss		(49,092	)		(62,441	)
Treasury stock, at cost (4,768 common shares at March 31, 2012 and 34,776 common shares at December 31, 2011)		(58	)		(412	)

Total Shareholders’ Equity		1,493,454			1,266,248

Total Liabilities and Shareholders’ Equity	$	15,950,054		$	14,244,507

*	Share data reflects the five percent common stock dividend declared on April 18, 2012, to be issued May 25, 2012 to shareholders of record on May 11, 2012.

See accompanying notes to consolidated financial statements.

VALLEY NATIONAL BANCORP

CONSOLIDATED STATEMENTS OF INCOME (Unaudited)

(in thousands, except for share data)


	Three Months Ended March 31,
	2012			2011
Interest Income
Interest and fees on loans	$	148,460		$	133,623
Interest and dividends on investment securities:
Taxable		20,751			29,580
Tax-exempt		3,119			2,505
Dividends		1,751			2,056
Interest on federal funds sold and other short-term investments		55			55

Total interest income		174,136			167,819

Interest Expense
Interest on deposits:
Savings, NOW and money market		5,354			4,679
Time		10,185			12,166
Interest on short-term borrowings		253			341
Interest on long-term borrowings and junior subordinated debentures		30,885			33,741

Total interest expense		46,677			50,927

Net Interest Income		127,459			116,892
Provision for credit losses		5,697			24,162

Net Interest Income After Provision for Credit Losses		121,762			92,730

Non-Interest Income
Trust and investment services		1,774			2,023
Insurance commissions		5,436			4,423
Service charges on deposit accounts		5,946			5,650
(Losses) gains on securities transactions, net		(157	)		2,679
Other-than-temporary impairment losses on securities		—			—
Portion recognized in other comprehensive income (before taxes)		—			(825	)

Net impairment losses on securities recognized in earnings		—			(825	)
Trading (losses) gains, net		(988	)		3,382
Fees from loan servicing		1,159			1,197
Gains on sales of loans, net		3,166			3,609
Gains on sales of assets, net		32			57
Bank owned life insurance		1,959			1,706
Change in FDIC loss-share receivable		(90	)		16,235
Other		4,358			4,651

Total non-interest income		22,595			44,787

Non-Interest Expense
Salary and employee benefits expense		51,026			44,125
Net occupancy and equipment expense		17,362			17,186
FDIC insurance assessment		3,619			3,329
Amortization of other intangible assets		1,958			1,962
Professional and legal fees		3,624			3,773
Advertising		1,688			1,482
Other		15,271			11,972

Total non-interest expense		94,548			83,829

Income Before Income Taxes		49,809			53,688
Income tax expense		15,278			17,103

Net Income	$	34,531		$	36,585

Earnings Per Common Share*:
Basic	$	0.18		$	0.21
Diluted		0.18			0.21
Cash Dividends Declared per Common Share*		0.16			0.16
*Weighted Average Number of Common Shares Outstanding:**
Basic		196,930,733			178,154,684
Diluted		196,961,915			178,162,788

*	Share data reflects the five percent common stock dividend declared on April 18, 2012, to be issued May 25, 2012 to shareholders of record on May 11, 2012.

See accompanying notes to consolidated financial statements.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME


	Three Months Ended March 31,
	2012			2011
	(in thousands)
Net income	$	34,531		$	36,585
Other comprehensive income, net of tax:
Unrealized gains and losses on securities available for sale
Net gains arising during the period		4,226			1,813
Less reclassification adjustment for losses (gains) included in net income		95			(1,679	)

Total		4,321			134

Non-credit impairment losses on available for sale and held to maturity securities
Net change in non-credit impairment losses on securities		7,070			102
Less reclassification adjustment for credit impairment losses included in net income		(190	)		418

Total		6,880			520

Unrealized gains and losses on derivatives (cash flow hedges)
Net gains on derivatives arising during the period		899			832
Less reclassification adjustment for losses included in net income		808			335

Total		1,707			1,167

Pension benefit adjustment		441			292

Total other comprehensive income		13,349			2,113

Total comprehensive income	$	47,880		$	38,698

See accompanying notes to consolidated financial statements.

VALLEY NATIONAL BANCORP

CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)

(in thousands)


	Three Months Ended March 31,
	2012			2011
Cash flows from operating activities:
Net income	$	34,531		$	36,585
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		4,457			4,022
Stock-based compensation		1,443			682
Provision for credit losses		5,697			24,162
Net amortization of premiums and accretion of discounts on securities and borrowings		4,785			2,876
Amortization of other intangible assets		1,958			1,962
Losses (gains) on securities transactions, net		157			(2,679	)
Net impairment losses on securities recognized in earnings		—			825
Proceeds from sales of loans held for sale		119,894			133,842
Gains on sales of loans, net		(3,166	)		(3,609	)
Originations of loans held for sale		(107,451	)		(85,883	)
Gains on sales of assets, net		(32	)		(57	)
Change in FDIC loss-share receivable (excluding reimbursements)		90			(16,235	)
Net change in:
Trading securities		(252	)		(493	)
Fair value of borrowings carried at fair value		1,240			(2,889	)
Cash surrender value of bank owned life insurance		(1,959	)		(1,706	)
Accrued interest receivable		1,003			(4,277	)
Other assets		119,438			25,868
Accrued expenses and other liabilities		(40,432	)		(19,062	)

Net cash provided by operating activities		141,401			93,934

Cash flows from investing activities:
Net loan originations		(176,974	)		(189,318	)
Loans purchased		(117,255	)		—
Investment securities held to maturity:
Purchases		(52,358	)		(119,230	)
Maturities, calls and principal repayments		142,260			158,990
Investment securities available for sale:
Purchases		(49,012	)		(366,123	)
Sales		8,335			105,987
Maturities, calls and principal repayments		68,102			59,139
Death benefit proceeds from bank owned life insurance		1,689			—
Proceeds from sales of real estate property and equipment		3,276			1,604
Purchases of real estate property and equipment		(3,807	)		(2,945	)
Reimbursements from the FDIC		4,372			14,952
Cash and cash equivalents acquired in acquisition		117,587			—

Net cash used in investing activities		(53,785	)		(336,944	)

Cash flows from financing activities:
Net change in deposits		(96,211	)		358,761
Net change in short-term borrowings		197,900			(13,504	)
Repayments of long-term borrowings		(30,000	)		(116,000	)
Redemption of junior subordinated debentures		(10,000	)		—
Dividends paid to common shareholders		(29,355	)		(29,063	)
Common stock issued, net		1,836			2,027

Net cash provided by financing activities		34,170			202,221

Net change in cash and cash equivalents		121,786			(40,789	)
Cash and cash equivalents at beginning of year		379,049			366,286

Cash and cash equivalents at end of period	$	500,835		$	325,497

See accompanying notes to consolidated financial statements.

VALLEY NATIONAL BANCORP

CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)

(in thousands)


	Three Months Ended March 31,
	2012		2011
Supplemental disclosures of cash flow information:
Cash payments for:
Interest on deposits and borrowings	$	46,449	$	50,580
Federal and state income taxes		7,995		—
Supplemental schedule of non-cash investing activities:

Acquisitions:
Non-cash assets acquired:
Investment securities available for sale		275,650		—
Loans		1,098,948		—
Premises and equipment, net		8,587		—
Accrued interest receivable		5,294		—
Goodwill		102,472		—
Other intangible assets, net		8,050		—
Other assets		68,080		—

Total non-cash assets acquired	$	1,567,081		—

Liabilities assumed:
Deposits		1,380,293		—
Short-term borrowings		29,000		—
Junior subordinated debentures issued to capital trusts		15,645
Other liabilities		51,312		—

Total liabilities assumed		1,476,250		—

Net non-cash assets acquired	$	90,831	$	—


Net cash and cash equivalents acquired	$	117,587	$	—
Common stock issued in acquisition	$	208,418	$	—

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”), 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 March 31, 2012 and for all periods presented have been made. The results of operations for the three months ended March 31, 2012 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 (including the estimated fair values recorded for acquired assets and assumed liabilities—see discussion below); 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 disclosure 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, 2011.

Effective January 1, 2012, Valley acquired State Bancorp, Inc. (“State Bancorp”), the holding company for State Bank of Long Island, a commercial bank. See Note 4 for further details regarding this acquisition.

On April 18, 2012, Valley declared a five percent common stock dividend payable on May 25, 2012 to shareholders of record on May 11, 2012. All common share and per common share data presented in the consolidated financial statements and the accompanying notes below were adjusted to reflect the dividend.

Note 2. Earnings Per Common Share

The following table shows the calculation of both basic and diluted earnings per common share for the three months ended March 31, 2012 and 2011:


	Three Months Ended March 31,
	2012		2011
	(in thousands, except for share data)
Net income	$	34,531	$	36,585

Basic weighted-average number of common shares outstanding		196,930,733		178,154,684
Plus: common stock equivalents		31,182		8,104

Diluted weighted-average number of common shares outstanding		196,961,915		178,162,788

Earnings per common share:
Basic	$	0.18	$	0.21
Diluted		0.18		0.21

Common stock equivalents, in the table above, represent the effect of outstanding common stock options and warrants to purchase Valley’s common shares, excluding those with exercise prices that exceed the average market price of Valley’s common stock during the periods presented and therefore, would have an anti-dilutive effect on the diluted earnings per common share calculation. Anti-dilutive common stock options and warrants totaled approximately 7.4 million shares and 7.0 million shares for the three months ended March 31, 2012 and 2011, respectively.

Note 3. Comprehensive Income

The following table presents the components of other comprehensive income on a gross and net basis for the three months ended March 31, 2012 and 2011. Components of other comprehensive income include changes in net unrealized gains (losses) on securities available for sale (including the non-credit portion of other-than-temporary impairment charges relating to certain securities during the period); unrealized gains (losses) on derivatives used in cash flow hedging relationships; and the unfunded portion of various employee, officer and director pension plans.


	Three Months Ended March 31,
	2012									2011
	Before Tax			Tax Effect			After Tax			Before Tax			Tax Effect			After Tax
	Before Tax			Tax Effect			After Tax			Before Tax			Tax Effect			After Tax
	(in thousands)
Unrealized gains and losses on available for sale securities
Net gains arising during the period	$	6,233		$	(2,007	)	$	4,226		$	2,983		$	(1,170	)	$	1,813
Less reclassification adjustment for losses (gains) included in net income		157			(62	)		95			(2,679	)		1,000			(1,679	)

Net change		6,390			(2,069	)		4,321			304			(170	)		134

Non-credit impairment losses on securities available for sale and held to maturity
Net change in non-credit impairment losses on securities	$	11,286		$	(4,216	)	$	7,070			175			(73	)		102
Less reclassification adjustment for credit impairment losses included in net income		(303	)		113			(190	)		669			(251	)		418

Net change		10,983			(4,103	)		6,880			844			(324	)		520

Unrealized gains and losses on derivatives (cash flow hedges)
Net gains arising during the period		1,549			(650	)		899			1,434			(602	)		832
Less reclassification adjustment for losses included in net income		1,392			(584	)		808			577			(242	)		335

Net change		2,941			(1,234	)		1,707			2,011			(844	)		1,167

Pension benefit adjustment		759			(318	)		441			503			(211	)		292

Total other comprehensive income	$	21,073		$	(7,724	)	$	13,349		$	3,662		$	(1,549	)	$	2,113

The following table presents the after-tax changes in the balances of each component of accumulated other comprehensive loss for the three months ended March 31, 2012.


	Components of Accumulated Other Comprehensive Loss												Total
	Unrealized Gains and Losses on AFS Securities			Non-credit Impairment Losses on Securities			Unrealized Gains and Losses on Derivatives			Pension Benefit Adjustment			Accumulated Other Comprehensive Loss
	(in thousands)
Balance - December 31, 2011	$	(3,231	)	$	(16,566	)	$	(13,085	)	$	(29,559	)	$	(62,441	)
Net change		4,321			6,880			1,707			441			13,349

Balance - March 31, 2012	$	1,090		$	(9,686	)	$	(11,378	)	$	(29,118	)	$	(49,092	)

Note 4. Business Combinations

Acquisition of State Bancorp, Inc.

On January 1, 2012, Valley acquired State Bancorp, the holding company for State Bank of Long Island, a commercial bank with approximately $1.7 billion in assets, after purchase accounting adjustments, and 16 branches in Nassau, Suffolk, Queens, and Manhattan. The shareholders of State Bancorp received a fixed one- for- one exchange ratio for Valley National Bancorp common stock. The total consideration for the acquisition was $208.4 million (approximately 17.7 million shares of Valley common stock). As a condition to the closing of the merger, State Bancorp redeemed $36.8 million of its outstanding Fixed Rate Cumulative Series A Preferred Stock from the U.S. Treasury. This stock redemption was funded by a $37.0 million short-term loan from Valley to State Bancorp. The outstanding loan, included in Valley’s consolidated statement of financial condition at December 31, 2011, was subsequently eliminated as of the acquisition date and is no longer outstanding.

In connection with the acquisition, Valley acquired all of the voting and common shares of State Capital Trust I and State Capital Trust II, which are wholly-owned subsidiaries established for the sole purpose of issuing trust preferred securities and related trust common securities. Valley also assumed junior subordinated debentures issued to capital trusts with combined contractual principal balances totaling $20.6 million. Valley has the right to optionally redeem the debentures and related trust preferred securities at par prior to the maturity dates of November 7, 2032 and January 23, 2034 for each respective capital trust. These capital trusts, similar to our other capital trust subsidiaries, are not consolidated for financial statement purposes.

Additionally, a warrant issued by State Bancorp (in connection with its preferred stock issuance) to the U.S. Treasury in December 2008 was assumed by Valley as of the acquisition date. The ten-year warrant to purchase up to 489 thousand of Valley common shares has an exercise price of $11.30 per share, and is exercisable on a net exercise basis. Valley has calculated an internal value for the warrants, and may negotiate their redemption with the U.S. Treasury. However, if Valley elects not to negotiate or an agreement cannot be reached with the U.S. Treasury, the warrants will be sold at public auction and remain outstanding.

Merger expenses totaled $980 thousand for the three months ended March 31, 2012 which are largely related to data processing conversion charges are included in other non-interest expense on the consolidated statements of income.

The following table sets forth assets acquired and liabilities assumed in the State Bancorp acquisition at their estimated fair values as of the closing date of the transaction:


	January 1, 2012
	(in thousands)
Assets acquired:
Cash and cash equivalents	$	117,587
Investment securities available for sale		275,650
Loans		1,098,948
Premises and equipment		8,587
Accrued interest receivable		5,294
Goodwill		102,472
Other intangible assets		8,050
Other assets		68,080

Total assets acquired	$	1,684,668

Liabilities assumed:
Deposits:
Non-interest bearing	$	371,151
Savings, NOW and money market		596,599
Time		412,543

Total deposits		1,380,293

Short-term borrowings		29,000
Junior subordinated debentures issued to capital trusts		15,645
Other liabilities		51,312

Total liabilities assumed	$	1,476,250

Common stock issued in acquisition	$	208,418

The fair value estimates are subject to change for up to one year after closing date of the transaction if additional information relative to closing dates fair values becomes available. As Valley continues to analyze the acquired assets and liabilities, there may be adjustments to the recorded carrying values.

Fair Value Measurement of Assets Acquired and Liabilities Assumed

Described below are the methods used to determine the fair values of the significant assets acquired and liabilities assumed in the State Bancorp acquisition.

Cash and cash equivalents. The estimated fair values of cash and cash equivalents approximate their stated face amounts, as these financial instruments are either due on demand or have short-term maturities.

Investment securities available for sale. The estimated fair values of the investment securities available for sale were obtained from an independent valuation advisor. Valley reviewed the inputs used in pricing of these securities to ensure the highest level of significant inputs are derived from observable market data.

Loans. The acquired loans portfolios were segregated into categories for valuation purposes primarily based on loan type (commercial, mortgage, or consumer) and credit risk rating. The estimated fair values were computed by discounting the expected cash flows from the respective portfolios. Management estimated the cash flows expected to be collected at the acquisition date by using valuation models that incorporated estimates of current key assumptions, such as prepayment speeds, default rates, and loss severity rates. Prepayment assumptions were developed by reference to recent or historical prepayment speeds observed for loans with similar underlying characteristics. Prepayment assumptions were influenced by many factors including, but not limited to, forward interest rates, loan and collateral types, payment status, and current loan-to-value ratios. Default and loss severity rates were developed by reference to recent or historical default and loss rates observed for loans with similar underlying characteristics. Default and loss severity assumptions were influenced by many factors including, but not limited to, underwriting processes and documentation, vintages, collateral types, collateral locations, estimated collateral values, loan-to-value ratios, and debt-to-income ratios.

The expected cash flows from the acquired loan portfolios were discounted at estimated market rates. The market rates were estimated using a buildup approach which included assumptions with respect to funding cost and funding mix, estimated servicing cost, liquidity premium, and additional spreads, if warranted, to compensate for the uncertainty inherent in the acquired loans. The methods used to estimate the Level 3 fair values of loans are extremely sensitive to the assumptions and estimates used. While management attempted to use assumptions and estimates that best reflected the acquired loan portfolios and current market conditions, a greater degree of subjectivity is inherent in these values than in those determined in active markets.

The difference between the fair value and the expected cash flows from the acquired loans will be accreted to interest income over the remaining term of the loans in accordance with Accounting Standards Codification (“ASC”) Subtopic 310-30, “Loans and Debt Securities Acquired with Deteriorated Credit Quality.” See Note 8 for further details.

Other intangible assets. Other intangible assets consisting of core deposit intangibles (“CDI”) are measures of the value of non-maturity checking, savings, NOW and money market deposits that are acquired in a business combination excluding any large relationships, which Valley determines customer related intangible asset as non-existent. The fair value of the CDI stemming from any given business combination is based on the present value of the expected cost savings attributable to the core deposit funding, relative to an alternative source of funding. The CDI is being amortized over an estimated useful life of eleven years to approximate the existing deposit relationships acquired.

Deposits. The fair values of deposit liabilities with no stated maturity (i.e., NOW and money market accounts, savings accounts, and non-interest-bearing accounts) are equal to the carrying amounts payable on demand. The fair values of certificates of deposit represent contractual cash flows, discounted to present value using interest rates currently offered on deposits with similar characteristics and remaining maturities.

Short-term borrowings. The fair value of short-term borrowings approximates their contractual principal balances, as these borrowings matured in March 2012.

Junior subordinated debentures issued to capital trusts. There is no active market for the trust preferred securities issued by State Bancorp Capital Trust I and State Bancorp Capital Trust II; therefore, the fair value of junior subordinated debentures was estimated utilizing the income approach. Under the income approach, the expected cash flows over the remaining estimated life of the debentures were discounted using Valley’s credit spread plus the three month - LIBOR (the contractual base index rate for these instruments). Valley’s credit spread was calculated based on Valley’s trust preferred securities issued by VNB Capital Trust I, which are publicly traded in an active market.

Note 5. New Authoritative Accounting Guidance

Accounting Standards Update (“ASU”) No. 2011-04, “Fair Value Measurements (Topic 820) – Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs,” was issued as a result of the effort to develop common fair value measurement and disclosure requirements in U.S. GAAP and International Financial Reporting Standards (“IFRS”). While ASU No. 2011-04 is largely consistent with existing fair value measurement principles in U.S. GAAP, it expands the existing disclosure requirements for fair value measurements and clarifies the existing guidance or wording changes to align with IFRS No. 13. Many of the requirements for the amendments in ASU No. 2011-04 do not result in a change in the application of the requirements in Topic 820. ASU No. 2011-04 became effective for Valley on January 1, 2012 and did not to have a significant impact on its consolidated financial statements. See Note 6 for the related disclosures.

ASU No. 2011-05, “Comprehensive Income (Topic 220) – Presentation of Comprehensive Income,” requires an entity to present components of comprehensive income either in a single continuous statement of comprehensive income or in two separate consecutive statements. These amendments will make the financial statement presentation of other comprehensive income more prominent by eliminating the alternative to present comprehensive income within the statement of equity. As originally issued, ASU No. 2011-05 required entities to present reclassification adjustments out of accumulated other comprehensive income by component in the statement in which net income is presented and the statement in which other comprehensive income is presented (for both interim and annual financial statements). This

requirement was deferred by ASU No. 2011-12, “Comprehensive Income (Topic 220) – Deferral of the Effective Date for Amendments to the Presentation of Reclassifications of Items Out of Accumulated Other Comprehensive Income in Accounting Standards”. ASU No. 2011-05 is effective for all interim and annual periods beginning on or after December 15, 2011 with early adoption permitted, and must be applied retrospectively. Valley early adopted ASU No. 2011-05 for the year ended December 31, 2011 and elected to present comprehensive income in a separate consolidated statement of comprehensive income.

ASU No. 2011-08, “Intangibles – Goodwill and Other (Topic 350) Testing Goodwill for Impairment,” provides the option of performing a qualitative assessment of whether it is more likely than not that a reporting unit’s fair value is less than its carrying amount, before applying the current two-step goodwill impairment test. If the conclusion is that it is more likely than not that the fair value of a reporting unit is less than its carrying amount, the entity would be required to conduct the current two-step goodwill impairment test. Otherwise, the entity would not need to apply the two-step test. ASU No. 2011-08 is effective for annual and interim goodwill impairment tests performed by Valley during 2012. ASU No. 2011-08 is not expected to have a significant impact on Valley’s consolidated financial statements.

Note 6. Fair Value Measurement of Assets and Liabilities

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 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 March 31, 2012 and December 31, 2011. 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).

Financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement.


			Fair Value Measurements at Reporting Date Using:
	March 31, 2012		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
	(in thousands)
Recurring fair value measurements:
Assets
Investment securities:
Available for sale:
U.S. Treasury securities	$	49,039	$	49,039	$	—	$	—
U.S. government agency securities		107,846		—		107,846		—
Obligations of states and political subdivisions		19,685		—		19,685		—
Residential mortgage-backed securities		482,929		—		436,711		46,218
Trust preferred securities		65,416		10,060		16,854		38,502
Corporate and other debt securities		57,948		28,422		29,526		—
Equity securities		48,111		26,898		21,213		—

Total available for sale		830,974		114,419		631,835		84,720
Trading securities		22,190		—		22,190		—
Loans held for sale ⁽¹⁾		15,892		—		15,892		—
Other assets ⁽²⁾		6,481		—		6,481		—

Total assets	$	875,537	$	114,419	$	676,398	$	84,720

Liabilities
Junior subordinated debentures issued to
VNB Capital Trust I ⁽³⁾		151,409		151,409		—		—
Other liabilities ⁽²⁾		20,580		—		20,580		—

Total liabilities	$	171,989	$	151,409	$	20,580	$	—

Non-recurring fair value measurements:
Collateral dependent impaired loans ⁽⁴⁾	$	62,273	$	—	$	—	$	62,273
Loan servicing rights		9,913		—		—		9,913
Foreclosed assets		8,430		—		—		8,430

Total	$	80,616	$	—	$	—	$	80,616


			Fair Value Measurements at Reporting Date Using:
	December 31, 2011		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
	(in thousands)
Recurring fair value measurements:
Assets
Investment securities:
Available for sale:
U.S. government agency securities	$	90,748	$	—	$	90,748	$	—
Obligations of states and political subdivisions		20,214		—		20,214		—
Residential mortgage-backed securities		310,137		—		259,977		50,160
Trust preferred securities		63,858		19,576		17,131		27,151
Corporate and other debt securities		39,610		30,603		9,007		—
Equity securities		41,953		23,506		18,447		—

Total available for sale		566,520		73,685		415,524		77,311
Trading securities		21,938		—		21,938		—
Loans held for sale ⁽¹⁾		25,169		—		25,169		—
Other assets ⁽²⁾		5,211		—		5,211		—

Total assets	$	618,838	$	73,685	$	467,842	$	77,311

Liabilities
Junior subordinated debentures issued to
VNB Capital Trust I ⁽³⁾	$	160,478	$	160,478	$	—	$	—
Other liabilities ⁽²⁾		21,854		—		21,854		—

Total liabilities	$	182,332	$	160,478	$	21,854	$	—

Non-recurring fair value measurements:
Collateral dependent impaired loans ⁽⁴⁾	$	66,854	$	—	$	—	$	66,854
Loan servicing rights		9,078		—		—		9,078
Foreclosed assets		15,874		—		—		15,874

Total	$	91,806	$	—	$	—	$	91,806

(1)	Loans held for sale (which consist of residential mortgages) are carried at fair value and had contractual unpaid principal balances totaling approximately $15.4 million and $24.3 million at March 31, 2012 and December 31, 2011, respectively.

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

(3)	The junior subordinated debentures had contractual unpaid principal obligations totaling $146.7 million and $157.0 million at March 31, 2012 and December 31, 2011, respectively.

(4)	Excludes covered loans acquired in the FDIC-assisted transactions and other purchased credit-impaired loans acquired in the first quarter of 2012.

The changes in Level 3 assets measured at fair value on a recurring basis for the three months ended March 31, 2012 and 2011 are summarized below:


	Three Months Ended March 31, 2012					Three Months Ended March 31, 2011
	Trading Securities		Available For Sale Securities			Trading Securities			Available For Sale Securities
	(in thousands)
Balance, beginning of the period	$	—	$	77,311		$	21,903		$	138,655
Transfers out of Level 3:
Residential mortgage-backed securities		—		—			—			(44,771	)
Trust preferred securities		—		—			(21,903	)		(17,397	)
Corporate and other debt securities		—		—			—			(12,914	)
Equity securities		—		—			—			(9,353	)
Total net losses for the period included in:
Net income		—		—			—			(825	)
Other comprehensive income		—		11,107			—			1,361
Settlements		—		(3,698	)		—			(2,383	)

Balance, end of the period	$	—	$	84,720		$	—		$	52,373

Change in unrealized losses for the period included in earnings for assets held at the end of the reporting period ⁽¹⁾	$	—	$	—		$	—		$	(825	)⁽²⁾

(1)	Represents net losses that are due to changes in economic conditions and management’s estimates of fair value.

(2)	Represents the net impairment losses on securities recognized in earnings for the period.

During the quarters ended March 31, 2012 and 2011, there were no transfers of assets between Level 1 and Level 2.

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 and dividend income 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 and trading securities. All U.S. Treasury securities, certain corporate and other debt securities, and certain common and preferred equity securities (including certain trust preferred securities) are reported at fair values utilizing Level 1 inputs. The majority of the other accruing investment securities in which Valley has not previously recognized other-than-temporary impairment charges 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 and trust preferred 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 cash flows for trust preferred securities reflected the contractual cash flow, adjusted if necessary for potential changes in the amount or timing of cash flows due to the underlying credit worthiness of each issuer. The following table presents quantitative information about Level 3 inputs used to measure the fair value of these securities at March 31, 2012:


Security Type	Valuation Technique	Unobservable Input	Range			Weighted Average
Mortgage-backed securities	Discounted cash flow	Prepayment rate		1.6 -25.8	%		15.1	%
		Default rate		3.0 -17.9			6.6
		Loss severity		39.2 -58.9			5.0
Trust preferred securities	Discounted cash flow	Default rate		0.0 -100.0	%		5.0	%
		Loss severity		0.0 -100.0			27.0

Significant increases (decreases) in any of the unobservable inputs in the table above in isolation would result in a significantly lower (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 mortgage-backed 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 two pooled securities, the resulting estimated future cash flows were discounted at a yield determined by reference to similarly structured securities for which observable orderly transactions occurred. The discount rate for each security was applied using a pricing matrix based on credit, security type and maturity characteristics to determine the fair value. The fair value calculations for both securities are received from an independent valuation advisor. In validating the fair value calculation from an independent valuation advisor, Valley reviews 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 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 March 31, 2012 and December 31, 2011 based on the short duration these assets were held, and the high credit quality of these loans.

Junior subordinated debentures issued to capital trusts. The junior subordinated debentures issued to VNB Capital Trust I are reported at fair value using Level 1 inputs. The fair value was estimated using quoted prices in active markets for similar assets, specifically the quoted price of the VNB Capital Trust I preferred stock traded under ticker symbol “VLYPRA” on the New York Stock Exchange. The preferred stock and Valley’s junior subordinated debentures issued to the Trust have identical financial terms and therefore, the preferred stock’s quoted price moves in a similar manner to the estimated fair value and current settlement price of the junior subordinated debentures. The preferred stock’s quoted price includes market considerations for Valley’s credit and non-performance risk and is deemed to represent the transfer price that would be used if the junior subordinated debenture were assumed by a third party. Valley’s potential credit risk and changes in such risk did not materially impact the fair value measurement of the junior subordinated debentures at March 31, 2012 and December 31, 2011.

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 analyses using observed market interest rate curves and volatilities. The fair values 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. On January 1, 2012, Valley made an accounting policy election to use the exception within ASU No. 2011-04 regarding the measurement of the exposure to the counterparty credit risk (i.e., calculating credit valuation adjustments on a net basis by counterparty portfolio). The credit valuation adjustments were not significant to the overall valuation of Valley’s derivatives at March 31, 2012 and December 31, 2011.

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 other real estate owned and other repossessed assets (upon initial recognition or subsequent impairment), goodwill measured at fair value in the second step of a goodwill impairment test, and loan servicing rights, core deposits, other intangible assets, and other long-lived assets measured at fair value for impairment assessment.

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 adjusted based on customized discounting criteria. At March 31, 2012, non-current appraisals were discounted up to 13.2 percent based on specific market data by location and property type. During the three months ended March 31, 2012, 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 direct collateral dependent loan charge-offs to the allowance for loan losses totaled $3.9 million for the three months ended March 31, 2012. At March 31, 2012, collateral dependent impaired loans with a recorded investment of $66.0 million were reduced by specific valuation allowance allocations totaling $3.7 million to a reported net carrying amount of $62.3 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 March 31, 2012, the fair value model used prepayment speeds (stated as constant prepayment rates) ranging from 9.8 percent to 25.9 percent and a discount rate of 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. During the first quarter of 2012, Valley recognized net recoveries of impairment charges on loan servicing rights totaling $420 thousand.

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 customized discounting criteria. The discounts on appraisals of foreclosed assets were immaterial at March 31, 2012. During the three months ended March 31, 2012, foreclosed assets measured at fair value upon initial recognition totaled $8.4 million.

Other Fair Value Disclosures

The following table presents the amount of gains and losses from fair value changes included in income before income taxes for financial assets and liabilities carried at fair value for the three months ended March 31, 2012 and 2011:


		Gains (Losses) on Change in Fair Value
Reported in	Reported in	Three Months Ended
Consolidated Statements	Consolidated Statements	March 31,
of Financial Condition	of Income	2012			2011
		(in thousands)
Assets:
Available for sale securities	Net impairment losses on securities	$	—		$	(825	)
Trading securities	Trading (losses) gains, net		252			493
Loans held for sale	Gains on sales of loans, net		3,166			3,609
Liabilities:
Junior subordinated debentures issued to capital trusts	Trading (losses) gains, net		(1,240	)		2,889

		$	2,178		$	6,166

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 March 31, 2012 and December 31, 2011 were as follows:


		March 31, 2012				December 31, 2011
	Fair Value Hierarchy	Carrying Amount		Fair Value		Carrying Amount		Fair Value
		(in thousands)
Financial assets
Cash and due from banks	Level 1	$	466,616	$	466,616	$	372,566	$	372,566
Interest bearing deposits with banks	Level 1		34,219		34,219		6,483		6,483
Investment securities held to maturity:
U.S. Treasury securities	Level 1		99,982		110,564		100,018		113,859
Obligations of states and political subdivisions	Level 2		442,551		460,131		433,284		453,201
Residential mortgage-backed securities	Level 2		1,090,434		1,133,217		1,180,104		1,230,993
Trust preferred securities	Level 2		193,298		180,521		193,312		174,753
Corporate and other debt securities	Level 2		52,197		56,011		52,198		54,391

Total investment securities held to maturity			1,878,462		1,940,444		1,958,916		2,027,197

Net loans	Level 3		11,016,652		10,974,970		9,665,839		9,645,517
Accrued interest receivable	Level 1		57,349		57,349		52,527		52,527
Federal Reserve Bank and Federal Home Loan Bank stock⁽¹⁾	Level 1		141,815		141,815		129,669		129,669
Financial liabilities
Deposits without stated maturities	Level 1		8,246,548		8,246,548		7,171,718		7,171,718
Deposits with stated maturities	Level 2		2,710,636		2,767,444		2,501,384		2,557,119
Short-term borrowings	Level 1		410,749		410,757		212,849		215,179
Long-term borrowings	Level 2		2,724,731		3,103,096		2,726,099		3,154,150
Junior subordinated debentures issued to capital trusts	Level 2		40,805		42,492		25,120		25,620
Accrued interest payable⁽²⁾	Level 1		4,026		4,026		3,798		3,798

(1)	Included in other assets.

(2)	Included in accrued expenses and other liabilities.

The following methods and assumptions that 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 non-covered loans (i.e., loans which are not subject to loss-sharing agreements with the FDIC) and covered loans (i.e., loans subject to loss-sharing agreements with the FDIC) 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. 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. The redeemable carrying amount of these securities with limited marketability approximates their fair value.

Deposits. Current carrying amounts approximate estimated fair value of demand deposits and savings accounts. 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 agreement to repurchase (and from time to time, federal funds purchased and overnight FHLB borrowings) 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 (excluding VNB Capital Trust I). There is no active market for the trust preferred securities issued by Valley capital trusts, except for the securities issued by VNB Capital Trust I whose related debentures are carried at fair value. Therefore, the fair value of debentures not carried at fair value 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). Valley’s credit spread was calculated based on the exchange quoted price for Valley’s trust preferred securities issued by VNB Capital Trust I.

Note 7. Investment Securities

As of March 31, 2012, Valley had approximately $1.9 billion, $831.0 million, and $22.2 million in held to maturity, available for sale, and trading investment securities, respectively. Valley’s investment portfolios include private label mortgage-backed securities, trust preferred securities principally issued by bank holding companies (including three pooled trust preferred securities), corporate bonds primarily issued by banks, 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. See the “Other-Than-Temporary Impairment Analysis” section below for further discussion.

Held to Maturity

The amortized cost, gross unrealized gains and losses and fair value of securities held to maturity at March 31, 2012 and December 31, 2011 were as follows:


	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses			Fair Value
	(in thousands)
March 31, 2012
U.S. Treasury securities	$	99,982	$	10,582	$	—		$	110,564
Obligations of states and political subdivisions		442,551		17,734		(154	)		460,131
Residential mortgage-backed securities		1,090,434		42,904		(121	)		1,133,217
Trust preferred securities		193,298		4,555		(17,332	)		180,521
Corporate and other debt securities		52,197		4,009		(195	)		56,011

Total investment securities held to maturity	$	1,878,462	$	79,784	$	(17,802	)	$	1,940,444

December 31, 2011
U.S. Treasury securities	$	100,018	$	13,841	$	—		$	113,859
Obligations of states and political subdivisions		433,284		19,931		(14	)		453,201
Residential mortgage-backed securities		1,180,104		51,041		(152	)		1,230,993
Trust preferred securities		193,312		4,308		(22,867	)		174,753
Corporate and other debt securities		52,198		3,799		(1,606	)		54,391

Total investment securities held to maturity	$	1,958,916	$	92,920	$	(24,639	)	$	2,027,197

The age of unrealized losses and fair value of related securities held to maturity at March 31, 2012 and December 31, 2011 were as follows:


	Less than Twelve Months					More than Twelve Months					Total
	Fair Value		Unrealized Losses			Fair Value		Unrealized Losses			Fair Value		Unrealized Losses
	(in thousands)
March 31, 2012
Obligations of states and political subdivisions	$	4,601	$	(154	)	$	—	$	—		$	4,601	$	(154	)
Residential mortgage-backed securities		90,445		(121	)		—		—			90,445		(121	)
Trust preferred securities		21,176		(352	)		60,771		(16,980	)		81,947		(17,332	)
Corporate and other debt securities		6,907		(57	)		16,826		(138	)		23,733		(195	)

Total	$	123,129	$	(684	)	$	77,597	$	(17,118	)	$	200,726	$	(17,802	)

December 31, 2011
Obligations of states and political subdivisions	$	1,854	$	(13	)	$	50	$	(1	)	$	1,904	$	(14	)
Residential mortgage-backed securities		33,520		(152	)		—		—			33,520		(152	)
Trust preferred securities		35,527		(730	)		55,612		(22,137	)		91,139		(22,867	)
Corporate and other debt securities		14,756		(192	)		7,560		(1,414	)		22,316		(1,606	)

Total	$	85,657	$	(1,087	)	$	63,222	$	(23,552	)	$	148,879	$	(24,639	)

The total number of security positions in the securities held to maturity portfolio in an unrealized loss position at March 31, 2012 was 29 as compared to 28 at December 31, 2011.

At March 31, 2012, the unrealized losses reported for trust preferred securities mostly related to 10 single-issuer securities, issued by bank holding companies. Of the 10 trust preferred securities, 3 were investment grade, 2 were non-investment grade, and 5 were not rated. All single-issuer bank 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 March 31, 2012.

Management does not believe that any individual unrealized loss as of March 31, 2012 included in the table above represents other-than-temporary impairment as management mainly attributes the declines in fair value to changes in interest rates, widening credit spreads, and lack of liquidity in the market place, 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 March 31, 2012, 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 $1.1 billion.

The contractual maturities of investments in debt securities held to maturity at March 31, 2012 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.


	March 31, 2012
	Amortized Cost		Fair Value
	(in thousands)
Due in one year	$	115,691	$	115,855
Due after one year through five years		44,549		46,074
Due after five years through ten years		225,299		244,791
Due after ten years		402,489		400,507
Residential mortgage-backed securities		1,090,434		1,133,217

Total investment securities held to maturity	$	1,878,462	$	1,940,444

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 3.2 years at March 31, 2012.

Available for Sale

The amortized cost, gross unrealized gains and losses and fair value of securities available for sale at March 31, 2012 and December 31, 2011 were as follows:


	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses			Fair Value
	(in thousands)
March 31, 2012
U.S. Treasury securities	$	49,013	$	26	$	—		$	49,039
U.S. government agency securities		106,708		1,229		(91	)		107,846
Obligations of states and political subdivisions		18,600		1,143		(58	)		19,685
Residential mortgage-backed securities		476,729		11,280		(5,080	)		482,929
Trust preferred securities*		86,935		177		(21,696	)		65,416
Corporate and other debt securities		57,625		4,504		(4,181	)		57,948
Equity securities		50,306		679		(2,874	)		48,111

Total investment securities available for sale	$	845,916	$	19,038	$	(33,980	)	$	830,974

December 31, 2011
U.S. government agency securities	$	89,787	$	1,204	$	(243	)	$	90,748
Obligations of states and political subdivisions		18,893		1,322		(1	)		20,214
Residential mortgage-backed securities		304,631		10,950		(5,444	)		310,137
Trust preferred securities*		96,956		78		(33,176	)		63,858
Corporate and other debt securities		40,638		2,554		(3,582	)		39,610
Equity securities		47,932		1,320		(7,299	)		41,953

Total investment securities available for sale	$	598,837	$	17,428	$	(49,745	)	$	566,520

*	Includes three pooled trust preferred securities, principally collateralized by securities issued by banks and insurance companies.

The age of unrealized losses and fair value of related securities available for sale at March 31, 2012 and December 31, 2011 were as follows:


	Less than Twelve Months					More than Twelve Months					Total
	Fair Value		Unrealized Losses			Fair Value		Unrealized Losses			Fair Value		Unrealized Losses
	(in thousands)
March 31, 2012
U.S. government agency securities	$	24,060	$	(79	)	$	7,839	$	(12	)	$	31,899	$	(91	)
Obligations of states and political subdivisions		11,113		(58	)		—		—			11,113		(58	)
Residential mortgage-backed securities		54,778		(1,879	)		21,711		(3,201	)		76,489		(5,080	)
Trust preferred securities		3,298		(356	)		48,930		(21,340	)		52,228		(21,696	)
Corporate and other debt securities		3,091		(330	)		6,125		(3,851	)		9,216		(4,181	)
Equity securities		285		(401	)		12,986		(2,473	)		13,271		(2,874	)

Total	$	96,625	$	(3,103	)	$	97,591	$	(30,877	)	$	194,216	$	(33,980	)

December 31, 2011
U.S. government agency securities	$	7,980	$	(243	)	$	—	$	—		$	7,980	$	(243	)
Obligations of states and political subdivisions		141		(1	)		—		—			141		(1	)
Residential mortgage-backed securities		41,673		(1,655	)		22,639		(3,789	)		64,312		(5,444	)
Trust preferred securities		23,962		(1,061	)		38,191		(32,115	)		62,153		(33,176	)
Corporate and other debt securities		3,243		(173	)		6,567		(3,409	)		9,810		(3,582	)
Equity securities		20,570		(4,430	)		12,551		(2,869	)		33,121		(7,299	)

Total	$	97,569	$	(7,563	)	$	79,948	$	(42,182	)	$	177,517	$	(49,745	)

The total number of security positions in the securities available for sale portfolio in an unrealized loss position at March 31, 2012 was 68 as compared to 43 at December 31, 2011.

Of the $5.1 million unrealized losses within the residential mortgage-backed securities category of the available for sale portfolio at March 31, 2012, $2.5 million relates to five private label mortgage-backed securities that were other-than-temporarily impaired prior to March 31, 2012. The remaining $2.6 million of unrealized losses mainly relates to one investment grade private label mortgage-backed security.

The unrealized losses for trust preferred securities at March 31, 2012, in the table above relate to 3 pooled trust preferred and 15 single-issuer bank issued trust preferred securities. The unrealized losses include $11.5 million attributable to trust preferred securities issued by one bank holding company with an amortized cost of $46.4 million and a fair value of $34.9 million, and $8.9 million attributable to 3 pooled trust preferred securities with an amortized cost of $20.0 million and a fair value of $11.1 million. The trust preferred issuances by one bank holding company, previously classified as held to maturity, were found be other-than-temporarily impaired during the fourth quarter of 2011 and subsequently transferred to the available for sale portfolio at December 31, 2011. The three pooled trust preferred securities included one security with an unrealized loss of $7.1 million and an investment grade rating at March 31, 2012. The other two pooled trust preferred securities had non-investment grade ratings and were initially other-than-temporarily impaired in 2008 with additional estimated credit losses recognized during the period 2009 through 2011. See “Other-Than-Temporarily Impaired Analysis” section below for more details. All of the remaining single-issuer trust preferred securities are all paying in accordance with their terms and have no deferrals of interest or defaults.

The unrealized losses existing for more than twelve months reported for corporate and other debt securities at March 31, 2012 relate almost entirely to one investment grade bank-issued corporate bond with a $10.0 million amortized cost and a $3.9 million unrealized loss that is paying in accordance with its contractual terms.

The unrealized losses existing for more than twelve months for equity securities are primarily related to two perpetual preferred security positions with a combined $10.0 million amortized cost and a $2.4 million unrealized loss. At March 31, 2012, these perpetual preferred securities had investment grade ratings and are currently performing and paying quarterly dividends.

Management does not believe that any individual unrealized loss as of March 31, 2012 represents an other-than-temporary impairment, as management mainly attributes the declines in value to changes in interest rates and recent market volatility and wider credit spreads, 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 has no 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, if necessary, maturity.

As of March 31, 2012, 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 $239.0 million.

The contractual maturities of investments securities available for sale at March 31, 2012 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.


	March 31, 2012
	Amortized Cost		Fair Value
	(in thousands)
Due in one year	$	453	$	454
Due after one year through five years		20,952		21,526
Due after five years through ten years		155,886		159,442
Due after ten years		141,590		118,512
Residential mortgage-backed securities		476,729		482,929
Equity securities		50,306		48,111

Total investment securities available for sale	$	845,916	$	830,974

The weighted-average remaining expected life for residential mortgage-backed securities available for sale at March 31, 2012 was 9.0 years.

Other-Than-Temporary Impairment Analysis

To determine whether a security’s impairment is other-than-temporary, Valley considers several factors that include, but are not limited to the following:

•

The severity and duration of the decline, including the causes of the decline in fair value, such as an issuer’s credit problems, interest rate fluctuations, or market volatility;

•

Adverse conditions specifically related to the issuer of the security, an industry, or geographic area;

•

Failure of the issuer of the security to make scheduled interest or principal payments;

•

Any changes to the rating of the security by a rating agency or, if applicable, any regulatory actions impacting the security issuer;

•

Recoveries or additional declines in fair value after the balance sheet date;

•

Our ability and intent to hold equity security investments until they recover in value, as well as the likelihood of such a recovery in the near term; and

•

Our intent to sell debt security investments, or if it is more likely than not that we will be required to sell such securities before recovery of their individual amortized cost basis.

For debt securities, the primary consideration in determining whether impairment is other-than-temporary is whether or not we expect to collect all contractual cash flows.

In assessing the level of other-than-temporary impairment attributable to credit loss for debt securities, Valley compares the present value of cash flows expected to be collected with the amortized cost basis of the security. The portion of the total other-than-temporary impairment related to credit loss is recognized in earnings, while the amount related to other factors is recognized in other comprehensive income or loss. The total other-than-temporary impairment loss is presented in the consolidated statements of income, less the portion recognized in other comprehensive income or loss. Subsequent assessments may result in additional estimated credit losses on previously impaired securities. These additional estimated credit losses are recorded as reclassifications from the portion of other-than-temporary impairment previously recognized in other comprehensive income or loss to earnings in the period of such assessments. The amortized cost basis of an impaired debt security is reduced by the portion of the total impairment related to credit loss.

For residential mortgage-backed securities, Valley estimates loss projections for each security by stressing the cash flows from the individual loans collateralizing the security using expected default rates, loss severities, and prepayment speeds, in conjunction with the underlying credit enhancement (if applicable) for each security. Based on collateral and origination vintage specific assumptions, a range of possible cash flows is identified to determine whether other-than-temporary impairment exists.

For the single-issuer trust preferred securities and corporate and other debt securities, Valley reviews each portfolio to determine if all the securities are paying in accordance with their terms and have no deferrals of interest or defaults. Over the past several years, an increasing number of banking institutions have been required to defer trust preferred payments and various banking institutions have been put in receivership by the FDIC. A deferral event by a bank holding company for which Valley holds trust preferred securities may require the recognition of an other-than-temporary impairment charge if Valley determines that it is more likely than not that all contractual interest and principal cash flows may not be collected. Among other factors, the probability of the collection of all interest and principal determined by Valley in its impairment analysis declines if there is an increase in the estimated deferral period of the issuer. Additionally, a FDIC receivership for any single-issuer would result in an impairment and significant loss. Including the other factors outlined above, Valley analyzes the performance of the issuers on a quarterly basis, including a review of performance data from the issuers’ most recent bank regulatory report, if applicable, to assess their credit risk and the probability of impairment of the contractual cash flows of the applicable security. All of the issuers’ had capital ratios at March 31, 2012 that were at or above the minimum amounts to be considered a “well-capitalized” financial institution, if applicable, and/or have maintained performance levels adequate to support the contractual cash flows of the trust preferred securities.

During the fourth quarter of 2011, Valley lengthened the estimate of the timeframe over which it could reasonably anticipate receiving the expected cash flows from the trust preferred securities issued by one deferring bank holding company resulting in an $18.3 million credit impairment charge at December 31, 2011. The issuer of the trust preferred securities has deferred interest payments on these securities since late 2009 as required by an operating agreement with its bank regulators. In assessing whether a credit loss exists for the securities of the deferring issuer, Valley considers numerous other factors, including but not limited to, such factors highlighted in the bullet points above. From the dates of deferral up to and including the bank holding company’s most recent regulatory filing, the bank issuer continued to accrue and capitalize the interest owed, but not remitted to its trust preferred security holders, and at the holding company level it reported cash and cash equivalents in excess of the cumulative amount of accrued but unpaid interest owed on all of its junior subordinated debentures related to trust preferred securities. Additionally, the bank subsidiary of the issuer continued to report capital ratios that were above the minimum amounts to be considered a “well-capitalized” financial institution in its most recent regulatory filing. After assessing all available factors, including the estimated deferral period of the issuer, Valley has concluded that there is no additional credit impairment on these other-than-temporarily impaired securities at March 31, 2012. The trust preferred securities, with a combined amortized cost of $46.4 million after credit impairment charges, have non-credit impairment charges totaling $11.5 million (before taxes) included in accumulated other comprehensive income at March 31, 2012 and are not accruing interest.

For the three pooled trust preferred securities, Valley evaluates the projected cash flows from each of its tranches in the three securities to determine if they are adequate to support their future contractual principal and interest payments. Valley assesses the credit risk and probability of impairment of the contractual cash flows by projecting the default rates over the life of the security. Higher projected default rates will decrease the expected future cash flows from each security. If the projected decrease in cash flows affects the cash flows projected for the tranche held by Valley, the security would be considered to be other-than-temporarily impaired. Two of the pooled trust preferred securities were initially impaired in 2008 with additional estimated credit losses recognized during 2009 and 2011 (including $825 thousand of net impairment losses during the first quarter of 2011) and are not accruing interest.

The perpetual preferred securities, reported in equity securities, are hybrid investments that are assessed for impairment by Valley as if they were debt securities. Therefore, Valley assessed the creditworthiness of each security issuer, as well as any potential change in the anticipated cash flows of the securities as of March 31, 2012. Based on this analysis, management believes the declines in fair value of these securities are attributable to a lack of liquidity in the marketplace and are not reflective of any deterioration in the creditworthiness of the issuers.

Realized Gains and Losses

Gross gains (losses) realized on sales, maturities and other securities transactions related to investment securities included in earnings for the three months ended March 31, 2012 and 2011 were as follows:


	Three Months Ended March 31,
	2012			2011
	(in thousands)
Sales transactions:
Gross gains	$	140		$	2,674
Gross losses		(298	)		—

		(158	)		2,674

Maturities and other securities transactions:
Gross gains		13			10
Gross losses		(12	)		(5	)

		1			5

Total (losses) gains on securities transactions, net	$	(157	)	$	2,679

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 recognized in earnings, for which a portion of the impairment loss (non-credit factors) was recognized in other comprehensive income for the three months ended March 31, 2012 and 2011:


	Three Months Ended March 31,
	2012			2011
	(in thousands)
Balance, beginning of period	$	29,070		$	10,500
Additions:
Initial credit impairments		—			—
Subsequent credit impairments		—			825
Reductions:
Accretion of credit loss impairment due to an increase in expected cash flows		(303	)		(156	)

Balance, end of period	$	28,767		$	11,169

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. Other-than-temporary impairments recognized in earnings for credit impaired debt securities are presented as additions in two components based upon whether the current period is the first time the debt security was credit impaired (initial credit impairment) or is not the first time the debt security was credit impaired (subsequent credit impairment). The credit loss component is reduced if Valley sells, intends to sell or believes it will be required to sell previously credit impaired debt securities. Additionally, 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 or (iii) the security is fully written down.

Trading Securities

The fair value of trading securities (consisting of 3 single-issuer bank trust preferred securities) was $22.2 million and $21.9 million at March 31, 2012 and December 31, 2011, respectively. Interest income on trading securities totaled $422 thousand and $642 thousand for the first quarters of 2012 and 2011, respectively.

Note 8. Loans

Purchased Credit-Impaired (“PCI”) loans, which include loans acquired in FDIC-assisted transactions (“covered loans”) subject to loss-sharing agreements, are loans acquired at a discount that is due, in part, to credit quality. The detail of the loan portfolio as of March 31, 2012 and December 31, 2011 was as follows:


	March 31, 2012						December 31, 2011
	Non-PCI Loans		PCI Loans		Total		Non-PCI Loans		PCI Loans		Total
	(in thousands)
Non-covered loans:
Commercial and industrial	$	1,862,135	$	308,243	$	2,170,378	$	1,878,387	$	—	$	1,878,387
Commercial real estate:
Commercial real estate		3,614,660		732,882		4,347,542		3,574,089		—		3,574,089
Construction		384,763		46,143		430,906		411,003		—		411,003

Total commercial real estate loans		3,999,423		779,025		4,778,448		3,985,092		—		3,985,092

Residential mortgage		2,511,963		19,203		2,531,166		2,285,590		—		2,285,590
Consumer:
Home equity		456,727		50,833		507,560		469,604		—		469,604
Automobile		764,082		—		764,082		772,490		—		772,490
Other consumer		143,309		2,394		145,703		136,634		—		136,634

Total consumer loans		1,364,118		53,227		1,417,345		1,378,728		—		1,378,728

Total non-covered loans	$	9,737,639	$	1,159,698	$	10,897,337	$	9,527,797	$	—	$	9,527,797

Covered loans:
Commercial and industrial	$	—	$	70,757	$	70,757	$	—	$	83,742	$	83,742
Commercial real estate		—		154,522		154,522		—		160,651		160,651
Construction		—		7,763		7,763		—		6,974		6,974
Residential mortgage		—		14,638		14,638		—		15,546		15,546
Consumer		—		4,505		4,505		—		4,931		4,931

Total covered loans		—		252,185		252,185		—		271,844		271,844

Total loans	$	9,737,639	$	1,411,883	$	11,149,522	$	9,527,797	$	271,844	$	9,799,641

Total non-covered loans are net of unearned discount and deferred loan fees totaling $4.4 million and $7.5 million at March 31, 2012 and December 31, 2011, respectively. The outstanding balances for non-covered PCI loans and covered loans totaled $1.2 billion and $387.3 million at March 31, 2012, respectively, and $399.6 million for covered loans at December 31, 2011.

There were no sales of loans, other than from the held for sale loan portfolio, or transfers from loans held for investment to loans held for sale during the three months ended March 31, 2012 and 2011.

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 covered 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.

The following table presents information regarding the estimates of the contractually required payments, the cash flows expected to be collected, and the estimated fair value of the PCI loans acquired in the State Bancorp acquisition (see Note 4), as of the January 1, 2012 closing date for the acquisition:


	(in thousands)
Contractually required principal and interest	$	1,333,686
Contractual cash flows not expected to be collected (non-accretable difference)		(66,467	)

Expected cash flows to be collected		1,267,219
Interest component of expected cash flows (accretable yield)		(168,271	)

Fair value of acquired loans	$	1,098,948

On March 28, 2012, Valley also purchased PCI loans, consisting primarily of commercial real estate loans, from another financial institution for $117.3 million in cash. These loans with an outstanding principal balance of $117.0 million were accounted for as one pooled asset and recorded at their estimated fair value at the acquisition date totaling $111.8 million.

The following table presents changes in the accretable yield for PCI loans during the three months ended March 31, 2012 and 2011:


	Three Months Ended March 31,
	2012			2011
	(in thousands)
Balance, beginning of period	$	66,724		$	101,052
Acquisitions		168,271			—
Accretion		(23,184	)		(7,812	)
Net reclassification from non-accretable difference		—			16,195

Balance, end of period	$	211,811		$	109,435

Valley reclassified $16.2 million during the three months ended March 31, 2011, from the non-accretable difference for covered loans due to increases in expected cash flows for certain pools of covered loans. This amount is recognized prospectively as an adjustment to the yield over the life of the individual pools.

FDIC Loss-Share Receivable

The receivable arising from the loss-sharing agreements (referred to as the “FDIC loss-share receivable” on our consolidated statements of financial condition) 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.

Changes in FDIC loss-share receivable for three months ended March 31, 2012 and 2011 were as follows:


	Three Months ended
	March 31,
	2012			2011
	(in thousands)
Balance, beginning of the period	$	74,390		$	89,359
Discount accretion of the present value at the acquisition dates		81			146
Effect of additional cash flows on covered loans (prospective recognition)		(1,637	)		(2,518	)
Increase due to impairment on covered loans		—			17,679
Other reimbursable expenses		1,466			928
Reimbursements from the FDIC		(4,372	)		(14,952	)

Balance, end of the period		69,928		$	90,642

Valley recognized a $90 thousand reduction and a $16.2 million increase in non-interest income for the three months ended March 31, 2012 and 2011, respectively, related to discount accretion and the post-acquisition adjustments to the FDIC loss-share receivable included in the table above.

Loan Portfolio Risk Elements and Credit Risk Management

Credit risk management. For all of its loan types discussed below, 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. A reporting system supplements the management review process by providing management with frequent reports concerning loan production, loan quality, 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.

Commercial and industrial loans. A significant proportion of Valley’s commercial and industrial loan portfolio is granted to long standing customers of proven ability, strong repayment performance, and high character. Underwriting standards are designed to assess the borrower’s ability to generate recurring cash flow sufficient to meet the debt service requirements of loans granted. While such recurring cash flow serves as the primary source of repayment, a significant number of the loans are collateralized by borrower assets intended to serve as a secondary source of repayment should the need arise. Anticipated cash flows of borrowers, however, may not be as expected and the collateral securing these loans may fluctuate in value, or in the case of loans secured by accounts receivable, the ability of the borrower to collect all amounts due from its customers. Short-term loans may be made on an unsecured basis based on a borrower’s financial strength and past performance. Valley, in most cases, will obtain the personal guarantee of the borrower’s principals to mitigate the risk. Unsecured loans, when made, are generally granted to the Bank’s most credit worthy borrowers. Unsecured commercial and industrial loans totaled $405.1 million and $337.7 million at March 31, 2012 and December 31, 2011, respectively.

Commercial real estate loans. Commercial real estate loans are subject to underwriting standards and processes similar to commercial and industrial loans. Commercial real estate loans are viewed primarily as cash flow loans and secondarily as loans secured by real property. Loans generally involve larger principal balances and longer repayment periods as compared to commercial and industrial loans. Repayment of most loans is dependent upon the cash flow generated from the property securing the loan or the business that occupies the property. Commercial real estate loans may be more adversely affected by conditions in the real estate markets or in the general economy and accordingly conservative loan to value ratios are required at origination, as well as stress tested to evaluate the impact of market changes relating to key underwriting elements. The properties securing the commercial real estate portfolio represent diverse types, with most properties located within Valley’s primary markets.

Construction loans. With respect to loans to developers and builders, Valley originates and manages construction loans structured on either a revolving or non-revolving basis, depending on the nature of the underlying development project. These loans are generally secured by the real estate to be developed and may also be secured by additional real estate to mitigate the risk. Non-revolving construction loans often involve the disbursement of substantially all committed funds with repayment substantially dependent on the successful completion and sale, or lease, of the project. Sources of repayment for these types of loans may be from pre-committed permanent loans from other lenders, sales of developed property, or an interim loan commitment from Valley until permanent financing is obtained elsewhere. Revolving construction loans (generally relating to single family residential construction) are controlled with loan advances dependent upon the presale of housing units financed. These loans are closely monitored by on-site inspections and are considered to have higher risks than other real estate loans due to their ultimate repayment being sensitive to interest rate changes, governmental regulation of real property, general economic conditions and the availability of long-term financing.

Residential mortgages. Valley originates residential, first mortgage loans based on underwriting standards that generally comply with Fannie Mae and/or Freddie Mac requirements. Appraisals and valuations of real estate collateral are contracted directly with independent appraisers or from valuation services and not through appraisal management companies. The Bank’s appraisal management policy and procedure is in accordance with regulatory requirements and guidance issued by the Bank’s primary regulator. Credit scoring, using FICO^® and other proprietary, credit scoring models is employed in the ultimate, judgmental credit decision by Valley’s underwriting staff. Valley does not use third party contract underwriting services. Residential mortgage loans include fixed and variable interest rate loans secured by one to four family homes generally located in northern and central New Jersey, the New York City metropolitan area, and eastern Pennsylvania. Valley’s ability to be repaid on such loans is closely linked to the economic and real estate market conditions in this region. In deciding whether to originate each residential mortgage, Valley considers the qualifications of the borrower as well as the value of the underlying property.

Home equity loans. Home equity lending consists of both fixed and variable interest rate products. Valley mainly provides home equity loans to its residential mortgage customers within the footprint of its primary lending territory. Valley generally will not exceed a combined (i.e., first and second mortgage) loan-to-value ratio of 75 percent when originating a home equity loan.

Automobile loans. Valley uses both judgmental and scoring systems in the credit decision process for automobile loans. Automobile originations (including light truck and sport utility vehicles) are largely produced via indirect channels, originated through approved automobile dealers. Automotive collateral is generally a depreciating asset and there are times in the life of an automobile loan where the amount owed on a vehicle may exceed its collateral value. Additionally, automobile charge-offs will vary based on strength or weakness in the used vehicle market, original advance rate, when in the life cycle of a loan a default occurs and the condition of the collateral being liquidated. Where permitted by law, and subject to the limitations of the bankruptcy code, deficiency judgments are sought and acted upon to ultimately collect all money owed, even when a default resulted in a loss at collateral liquidation. Valley uses a third party to actively track collision and comprehensive risk insurance required of the borrower on the automobile and this third party provides coverage to Valley in the event of an uninsured collateral loss.

Other consumer loans. Valley’s other consumer loan portfolio includes direct consumer term loans, both secured and unsecured. The other consumer loan portfolio includes minor exposures in credit card loans, personal lines of credit, personal loans and loans secured by cash surrender value of life insurance. Valley believes the aggregate risk exposure of these loans and lines of credit was not significant at March 31, 2012. Unsecured consumer loans totaled approximately $84.4 million and $66.5 million, including $8.3 million and $9.1 million of credit card loans, at March 31, 2012 and December 31, 2011, respectively.

Credit Quality

The following tables present past due, non-accrual and current loans (excluding PCI loans, which are accounted for on a pool basis) by loan portfolio class at March 31, 2012 and December 31, 2011:


	Past Due and Non-Accrual Loans
	30-89 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)
March 31, 2012

Commercial and industrial	$	5,531	$	—	$	24,196	$	29,727	$	1,832,408	$	1,862,135
Commercial real estate:
Commercial real estate		8,897		711		47,433		57,041		3,557,619		3,614,660
Construction		9,312		—		17,704		27,016		357,747		384,763

Total commercial real estate loans		18,209		711		65,137		84,057		3,915,366		3,999,423

Residential mortgage		12,988		1,749		32,291		47,028		2,464,935		2,511,963
Consumer loans:
Home equity		232		—		2,407		2,639		454,088		456,727
Automobile		4,808		199		441		5,448		758,634		764,082
Other consumer		290		15		735		1,040		142,269		143,309

Total consumer loans		5,330		214		3,583		9,127		1,354,991		1,364,118

Total	$	42,058	$	2,674	$	125,207	$	169,939	$	9,567,700	$	9,737,639


	Past Due and Non-Accrual Loans
	30-89 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)
December 31, 2011

Commercial and industrial	$	4,347	$	657	$	26,648	$	31,652	$	1,846,735	$	1,878,387
Commercial real estate:
Commercial real estate		13,115		422		42,186		55,723		3,518,366		3,574,089
Construction		2,652		1,823		19,874		24,349		386,654		411,003

Total commercial real estate loans		15,767		2,245		62,060		80,072		3,905,020		3,985,092

Residential mortgage		8,496		763		31,646		40,905		2,244,685		2,285,590
Consumer loans:
Home equity		989		13		2,700		3,702		465,902		469,604
Automobile		7,794		303		461		8,558		763,932		772,490
Other consumer		192		35		749		976		135,658		136,634

Total consumer loans		8,975		351		3,910		13,236		1,365,492		1,378,728

Total	$	37,585	$	4,016	$	124,264	$	165,865	$	9,361,932	$	9,527,797

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 tables present the information about impaired loans by loan portfolio class at March 31, 2012 and December 31, 2011:


	Recorded Investment With No Related Allowance		Recorded Investment With Related Allowance		Total Recorded Investment		Unpaid Contractual Principal Balance		Related Allowance
	(in thousands)
March 31, 2012

Commercial and industrial	$	6,671	$	44,858	$	51,529	$	69,929	$	9,628
Commercial real estate:
Commercial real estate		31,600		59,131		90,731		98,554		6,467
Construction		3,445		17,119		20,564		24,093		890

Total commercial real estate loans		35,045		76,250		111,295		122,647		7,357

Residential mortgage		1,861		17,101		18,962		20,271		2,864
Consumer loans:
Home equity		—		277		277		277		21

Total consumer loans		—		277		277		277		21

Total	$	43,577	$	138,486	$	182,063	$	213,124	$	19,870


December 31, 2011
Commercial and industrial	$	6,193	$	48,665	$	54,858	$	71,111	$	11,105
Commercial real estate:
Commercial real estate		26,741		56,978		83,719		91,448		7,108
Construction		4,253		19,998		24,251		28,066		1,408

Total commercial real estate loans		30,994		76,976		107,970		119,514		8,516

Residential mortgage		998		20,007		21,005		22,032		3,577
Consumer loans:
Home equity		—		242		242		242		45

Total consumer loans		—		242		242		242		45

Total	$	38,185	$	145,890	$	184,075	$	212,899	$	23,243

The following table presents by loan portfolio class, the average recorded investment and interest income recognized on impaired loans for the three months ended March 31, 2012 and 2011:


	Three Months Ended March 31,
	2012				2011
	Average Recorded Investment		Interest Income Recognized		Average Recorded Investment		Interest Income Recognized
	(in thousands)
Commercial and industrial	$	55,336	$	409	$	38,041	$	483
Commercial real estate:
Commercial real estate		91,897		689		62,675		667
Construction		22,076		49		33,777		166

Total commercial real estate loans		113,973		738		96,452		833

Residential mortgage		20,595		136		18,382		208
Consumer loans:
Home equity		279		4		83		1

Total consumer loans		279		4		83		1

Total	$	190,183	$	1,287	$	152,958	$	1,525

Interest income recognized on a cash basis, included in the table above, was immaterial for the three months ended March 31, 2012 and 2011.

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.

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 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 $96.2 million and $101.0 million as of March 31, 2012 and December 31, 2011, respectively. Non-performing TDRs totaled $15.7 million and $15.5 million as of March 31, 2012 and December 31, 2011, respectively. All TDRs are classified as impaired loans and are included in the impaired loan disclosures above.

The following table presents loans by loan portfolio class modified as TDRs during the three months ended March 31, 2012 and 2011. 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 March 31, 2012 and 2011, respectively.


Troubled Debt Restructurings	Number of Contracts		Pre-Modification Outstanding Recorded Investment		Post-Modification Outstanding Recorded Investment
			($ in thousands)
March 31, 2012
Commercial and industrial		5	$	1,422	$	1,230
Commercial real estate:
Commercial real estate		6		2,049		1,988
Construction		2		2,154		2,154

Total commercial real estate		8		4,203		4,142
Residential mortgage		4		852		853
Consumer		2		69		68

Total		19	$	6,546	$	6,293

March 31, 2011
Commercial and industrial		5	$	3,024	$	2,978
Commercial real estate		1		2,359		2,328

Total		6	$	5,383	$	5,306

The majority of the TDR concessions made during the three months ended March 31, 2012 and 2011 involved an extension of the loan term and/or an interest rate reduction. The TDRs presented in the table above had allocated specific reserves for loan losses totaling $747 thousand and $720 thousand at March 31, 2012 and 2011, respectively. These specific reserves are included in the allowance for loan losses for loans individually evaluated for impairment disclosed in Note 9. There were no charge-offs resulting from loans modified as TDRs during the quarters ended March 31, 2012 and 2011.

The following table presents non-PCI loans modified as TDRs within the previous 12 months from, and for which there was a payment default (90 days or more past due) during the three months ended March 31, 2012:


Troubled Debt	Three Months Ended March 31, 2012
Restructurings Subsequently Defaulted	Number of Contracts		Recorded Investment
	($ in thousands)
Commercial and industrial		2	$	1,389
Commercial real estate:
Commercial real estate		—		—
Construction		1		1,130

Total commercial real estate		1		1,130
Residential mortgage		2		400

Total		5	$	2,919

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 “Special Mention”, “Substandard”, “Doubtful”, and “Loss.” Substandard loans include loans that exhibit well-defined weakness and are characterized by the distinct possibility that we 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. 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 to be Special Mention. Loans rated as “Pass” loans 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 based on the most recent analysis performed at March 31, 2012 and December 31, 2011.


Credit exposure - by internally assigned risk rating	Pass		Special Mention		Substandard		Doubtful		Total
	(in thousands)

March 31, 2012
Commercial and industrial	$	1,685,664	$	70,840	$	105,042	$	589	$	1,862,135
Commercial real estate		3,379,006		86,433		149,221		—		3,614,660
Construction		312,747		41,337		30,679		—		384,763

Total	$	5,377,417	$	198,610	$	284,942	$	589	$	5,861,558


December 31, 2011
Commercial and industrial	$	1,669,943	$	95,726	$	112,186	$	532	$	1,878,387
Commercial real estate		3,350,475		82,612		141,002		—		3,574,089
Construction		329,848		42,845		38,114		196		411,003

Total	$	5,350,266	$	221,183	$	291,302	$	728	$	5,863,479

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 March 31, 2012 and December 31, 2011:


Credit exposure - by payment activity	Performing Loans		Non-Performing Loans		Total Loans
	(in thousands)

March 31, 2012
Residential mortgage	$	2,479,672	$	32,291	$	2,511,963
Home equity		454,320		2,407		456,727
Automobile		763,641		441		764,082
Other consumer		142,574		735		143,309

Total	$	3,840,207	$	35,874	$	3,876,081


December 31, 2011
Residential mortgage	$	2,253,944	$	31,646	$	2,285,590
Home equity		466,904		2,700		469,604
Automobile		772,029		461		772,490
Other consumer		135,885		749		136,634

Total	$	3,628,762	$	35,556	$	3,664,318

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